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                                                                 Exhibit: 10.23T

                                 LEASE AGREEMENT

                                     between

                             NOREAST MANAGEMENT LLC

                                       and

                              TMC/SOUNDPRINTS, INC.

NORWALK, CONNECTICUT                                              June 19, 1996
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                                 LEASE AGREEMENT

This Lease Agreement is entered into this  th day of March, 1996 by and between
Noreast Management LLC with an office at 353 Main Avenue, Norwalk, Connecticut
06851-1552 (hereinafter referred to as "Lessor") and TMC/Soundprints Inc., a
division of Trudy Corporation, with an office at 165 Water Street, South
Norwalk, Connecticut 06854 (hereinafter referred to as "Lessee").

1.       Description of the Premises

         Lessor leases to Lessee the entire building, approximately 26,000
         square feet, located at 353 Main Avenue, Norwalk, Connecticut 06851
         (the "building") together with the entire parking lot consisting of
         approximately 65 parking spaces (such building, parking lot, and the
         remainder of the land upon which the building sits, hereinafter
         referred to as the "premises").

2.       Representations and Warranties

         The Lessor represents and warrants that it is a duly constituted and
         validly existing limited liability corporation organized under the laws
         of Connecticut and has power to enter into and perform this Lease
         Agreement. This Agreement constitutes a valid and legally binding
         obligation of the Lessor, enforceable according to its terms. Neither
         the execution and delivery of this Lease Agreement, the consummation of
         the transactions contemplated hereby, nor the fulfillment by the Lessor
         of or compliance by the Lessor with the terms and conditions hereof is
         prevented or limited by or conflicts with or results in a breach of any
         provision contained in the partnership agreement which creates and
         establishes the Lessor.

         The Lessee represent and warrants that it is a duly constituted and
         validly existing corporation, organized under the laws of the State of
         Delaware and has power to enter into and perform this Lease Agreement.
         This Agreement constitutes a valid and legally binding obligation to
         the Lessee, enforceable according to its terms. Neither the execution
         and delivery of this Lease Agreement, the consummation of the
         transactions contemplated hereby, nor the fulfillment by the Lessee of
         or compliance by the Lessee with the terms and conditions hereof is
         prevented or limited by or conflicts with or results in a breach of the
         Certificate of Incorporation and By-laws of the Lessee.

3.       Compliance with Laws

         (a) Lessee shall, at Lessee's sole cost and expense, promptly comply
         with all present and future laws, orders, and regulations of all state,
         federal, municipal and local governments, departments, commissions, and
         boards and any direction of any public officer pursuant to law with
         respect to the building and premises if arising out of Lessee's use or
         manner of use of the premises or the building. Without limiting the
         foregoing, Lessee agrees that (i) it has not prior to the execution of
         this lease conducted or permitted, and will not at any time during the
         term of this lease conduct or permit, any operations or activity on the
         premises which results in the discharge of hazardous waste (as defined
         in any applicable Federal or Connecticut statute or

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         regulation) on the premises or the pollution (as defined in any
         applicable Federal or Connecticut statute or regulation) of surface
         water, ground water or soil on the premises, (ii) it has not prior to
         the execution of this lease conducted or permitted, and will not at any
         time during the term of this Lease conduct or permit, any operations or
         activity on the premises which result in the premises constituting an
         "establishment" as defined in the Connecticut Transfer Act, (iii) it
         has not prior to the execution of this lease permitted and will not
         will not at any time during the term of this Lease permit, the presence
         or installation of asbestos containing materials on the premises, and
         (iv), should any of the foregoing covenants be breached, it will
         remediate the contamination in satisfaction of all applicable Federal
         and Connecticut statutes and regulations. Lessee shall not do or permit
         any renovations or alterations to the premises or any act or thing to
         be done in or to the premises which is contrary to law, including all
         applicable laws, regulations and codes of the City of Norwalk and any
         other governmental entity with jurisdiction over the premises, relating
         to building, renovating or altering the premises and to public health
         and safety, or which will invalidate or be in conflict with public
         liability, fire or other policies of insurance at any time carried by
         Lessee for the benefit of the Lessor. Lessee represents and warrants
         that all renovations and alterations made heretofore to the premises
         have been, and that all renovations and alterations made hereunder will
         be, in compliance with all such applicable laws, regulations and codes.
         Lessee shall not bring or permit to be brought or kept in or on the
         premises, any inflammable, combustible, or explosive fluid, material,
         chemical, or substance, with the exception of routine chemicals used in
         office cleaning and machinery maintenance, or cause or permit any odors
         of cooking or other process, or any unusual or other objectionable
         odors to permeate from the premises. Lessee agrees to indemnify and
         hold Lessor harmless against, and to pay all costs, expenses, fines,
         penalties, or damages, which may be imposed upon the Lessor or which
         the Lessor may suffer by reason of Lessee's breach of any provision of
         this Article 3.

         (b) Lessee shall perform and observe the terms and conditions to be
         performed on the part of the Lessee under the provisions of this Lease
         Agreement. Payment of rent shall be in accordance with Paragraph 10 of
         this Lease. Lessee shall not commit or permit to be committed on the
         premises by Lessee or any other person any act or omission which shall
         violate any material term or condition of the Lease.

4.       Subordination

         This Lease is subject and subordinate to all ground or underlying
         leases and to all mortgages which may now or hereafter affect such
         leases or the real property of which demised premises are a part and to
         all renewals, modifications, consolidations, replacements, and
         extensions of any such underlying leases and mortgages. This clause
         shall be self-operative and no further instrument of subordination
         shall be required by any ground or underlying Lessor or by any
         mortgagee, affecting any lease or the real property of which the
         demised premises are a part. In confirmation of such subordination,
         Lessee shall execute promptly any certificate that Lessor may request.

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5.       Eminent Domain

         If the whole or any part of the demised premises shall be acquired by
         Eminent Domain for any public or quasi public use or purpose, then and
         in that event, the term of this Lease shall cease and terminate from
         the date of title vesting in such proceeding and Lessee shall have no
         claim for the value of any unexpired term of said Lease.

6.        Destruction

         (a) If the leased premises or any part thereof shall be damaged by fire
         or other casualty, Lessee shall give immediate notice thereof to Lessor
         and this Lease shall continue in full force and effect except as
         hereinafter set forth.

         (b) If the leased premises are partially or totally damaged or rendered
         partially or totally unusable by fire or other casualty, Lessee shall
         give immediate notice thereof to Lessor and this Lease shall continue
         in full force and effect, and the damage thereto shall be repaired, or
         the premises shall be fully restored and rebuilt, by and at the expense
         of the Lessee.

         (c) Nothing contained above shall relieve Lessee from liability that
         may exist as a result of damage from fire or other casualty.

7.       Assignment

         Lessee, for itself, its heirs, executors, administrators, legal
         representatives, successors and assigns expressly covenants that it
         shall not assign, mortgage, or encumber this agreement, nor sublet, or
         suffer or permit the leased premises or any part thereof to be used by
         others, without prior written consent of Lessor in each instance; which
         consent will not be unreasonably withheld. If this Lease be assigned,
         or if the leased premises or any part thereof be sublet or occupied by
         anybody other than the Lessee, Lessor may, after default by Lessee,
         collect rent from the assignee, sub-tenant, or occupant as tenant. In
         no event, however, shall Lessee be relieved of its obligation to pay
         the full amount of rent due under this Lease. The consent by Lessor to
         an assignment or subletting shall not in any wise be construed to
         relieve Lessee from obtaining the express written consent of Lessor to
         any further assignment or subletting.

8.       Examination of Premises and Repairs

         (a) Neither Lessor nor Lessor's agents have made any representations or
         promises with respect to the building, the land upon which it is
         erected or the leased premises, the rents, expenses of operation, or
         any other matter or thing affecting or related to the premises except
         as herein expressly set forth and no rights, easements or licenses are
         acquired by Lessee by implication or otherwise except as expressly set
         forth in the provisions of this Lease. The Lessee has inspected the
         building and the leased premises and is thoroughly acquainted with
         their condition, and agrees to take the Premises in "as is" condition
         after certain repairs and improvements are effected at the expense of
         the Lessor. Lessee further acknowledges that the taking of possession
         of the leased premises by Lessee shall be conclusive evidence that the
         said

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         premises and the building of which the same form a part, were in good
         and satisfactory condition at the time such possession was so taken.

         (b) Lessee, unless herein specified to the contrary, shall maintain all
         portions of the building, both exterior and interior. Throughout the
         term of this Lease, Lessee shall take good care of the leased premises
         and the fixtures and appurtenances therein, and at its sole cost and
         expense, make all non-structural repairs thereto as and when needed to
         preserve them in good working order and condition. Lessee shall also,
         at its sole cost and expense, make all structural building repairs
         related to Lessee's occupancy. All such repairs shall be made in
         accordance with all applicable laws, regulations and codes of the City
         of Norwalk and any other governmental entity with jurisdiction over the
         premises. If the leased premises be or become infested with vermin,
         Lessee shall at Lessee's expense, cause the same to be exterminated
         from time to time to the satisfaction of the Lessor. Except as
         specifically provided elsewhere in the Lease Agreement, there shall be
         no allowance to the Lessee for the diminution of rental value and no
         liability on the part of the Lessor by reason of inconvenience,
         annoyance or injury to business arising from Lessor, Lessee or others
         making or failing to make any repairs, alterations, additions, or
         improvements in or to any portion of the building, or in or to the
         leased premises or the fixtures, appurtenances or equipment thereof.
         The provisions of this Paragraph 8 (b) with respect to the making of
         repairs shall not apply in the case of fire or other casualty which are
         dealt with elsewhere.

9.       Term

         The Premises are leased for an eight (8) year term commencing on July
         1, 1996 and ending June 30, 2004 unless sooner terminated as
         hereinafter provided.

10.      Rent

         (a) In consideration of the premises, the Lessee agrees to pay to the
         Lessor as rent for the premises $110,000.00 per annum (equivalent to
         $4.15 per square foot per annum). All rent shall due and payable in
         advance in equal monthly installments of $9,166.67, on the 1st day of
         each and every calendar month during said term at 353 Main Avenue,
         Norwalk, CT 06851-1552, or at such other place, as the Lessor may
         designate. Monthly rental for any partial month shall be prorated at
         the rate of 1/30th of monthly rental per day.

         (b) The Lessee shall be responsible for cleaning and daily maintenance
         of the leased premises and surrounding property including payment for
         trash removal, pallet disposal, graffiti removal, snow plowing and
         removal, sanding of ice on the parking lot and sidewalks, cutting of
         grass, and maintenance of planting beds, shrubs and trees.

         (c) The Lessee shall pay local property taxes due and owing on the
         property as of the date of this lease. Further, the Lessee shall be
         responsible for all real property taxes. Lessee shall pay promptly such
         sum upon written notification from Lessor.

         (d) Lessee shall pay all utility bills, and fire and security alarm
         service bills.

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         (e) The lessee shall be responsible for day to day maintenance on the
         building, including repairs to the facility, the heating and cooling
         system, window repair, plumbing, and the like. The lessor shall be
         responsible for repair of the roof.

11.      Use

         Lessee shall use and occupy the premises only for office use, storage,
         light assembly and other uses normally connected therewith and for
         other purposes that will not impair the appearance, character, or
         reputation of the building and premises.

12.      Alterations. Additions and Improvements

         Lessee shall not make any alterations, additions, or improvements on or
         to the premises without first obtaining the written consent of Lessor,
         which consent shall not be unreasonably withheld. Any work, performed
         by Lessee shall be at Lessee's expense, and Lessee shall use
         contractors or mechanics first approved by Lessor, which approval shall
         not be unreasonably withheld. All fixtures and all paneling,
         partitions, railing and like installations, installed in the premises
         at any time by Lessee shall, upon installation, become the property of
         Lessor and shall remain upon and be surrendered with the leased
         premises unless Lessor, by notice to Lessee no later than twenty days
         prior to the date fixed as the termination of the Lease, elects to
         relinquish Lessor's rights thereto and to have them removed by Lessee,
         in which event, the same shall be removed from the premises by Lessee
         on or before the expiration of the Lease, at Lessee's expense. Nothing
         contained in this provision shall prevent Lessee from removing all
         office furniture or machines, equipment, and trade fixtures customarily
         used in the business of the Lessee. Notwithstanding the foregoing, at
         the expiration of the term of this Lease, any alterations, additions or
         improvements shall be removed at Lessee's expense, if so requested by
         Lessor, and Lessee shall repair and restore any damage to the leased
         premises or the building due to such removal. Lessee agrees that all
         work performed under this Article 12 shall be in compliance with all
         applicable laws, including all applicable laws, regulations, and codes
         of the City of Norwalk and any other governmental entity with
         jurisdiction over the premises.

13.      Access to Premises

         (a) Lessor or Lessor's agents shall have the right (but shall not be
         obligated) to enter the leased premises in any emergency at any time,
         and, at other reasonable times, to examine the same and to make such
         repairs, replacements and improvements as Lessor may deem necessary
         and reasonably desirable to any portion of the building or which Lessor
         may elect to perform, in the premises, following Lessee's failure to
         make repairs or perform any work which Lessee is obligated to perform
         under this Lease, or for the purpose of complying with laws,
         regulations, and other directions of governmental authorities. Lessee
         shall promptly reimburse Lessor for Lessor's costs and expenses,
         including the value of the time spent by Lessor's employees, in making
         such repairs, replacements and improvements.

         (b) Throughout the term hereof, Lessor shall have the right to enter
         the leased premises at reasonable hours for the purpose of showing
         the same to prospective purchasers or mortgagees of the building, and
         during the last six months of the term for the purpose of showing the
         same

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         to prospective tenants and may, during said six (6) month period, place
         upon the premises the usual notice "to let" and "for sale" which
         notices Lessee shall permit to remain without molestation.

14.      Brokerage

         Lessee represents that in the negotiation of this Lease, it has dealt
         with no brokers.

         Lessor represents that in the negotiation of this Lease, it has dealt
         with no brokers.

15.      Indemnification and Insurance

         Lessor or its agents shall not be liable for any injury to persons or
         damage to property resulting from fire, explosion, falling plaster,
         steam, gas, electricity, water, rain, ice, or snow or leaks from any
         part of the building of which the leased premises are a part or from
         pipes, appliances or plumbing works or from the roof, street, or
         sub-surface or from any other place or by dampness or by any other
         cause of whatsoever nature unless through the gross negligence of
         Lessor, its agents, servants, or employees. Lessee shall, during the
         entire term hereof, keep in full force and effect with a reputable
         insurance company a policy of general public liability and property
         damage insurance in standard form in favor of Lessor and Lessee against
         claims for bodily injury or death or property damage occurring in or
         upon the leased premises, effective from the date Lessee enters into
         possession of the leased premises. Such insurance shall be in the
         amount of not less than $5,000,000 combined single limit coverage for
         bodily injury and property damage issued by carriers acceptable to the
         Lessor. Certificate(s) evidencing such insurance coverage listing
         Noreast Management LLC as Additional Insured, respects being building
         owner and landlord, shall be delivered to Lessor not later than the
         commencement of the term of this Lease and annually thereafter and
         shall contain a clause that the insurer will not cancel or materially
         change the insurance without first giving the Lessor thirty days prior
         written notice.

         Lessee shall, during the entire term hereof, keep in full force and
         effect with a reputable insurance company, (i) a fire and all other
         perils insurance policy in standard form, providing replacement cost
         coverage of the building (which coverage shall be no less than
         $2,700,000) and in an amount sufficient to avoid penalty under any
         co-insurance clause, and (ii) a loss of rent insurance policy, in
         standard form, providing for coverage of not less than $500,000 per
         annum. Noreast Management LLC shall be named as Additional Insured,
         respects being building owner and landlord, in both policies described
         at (i) and (ii), above. Certificate(s) of insurance evidencing such
         coverage shall be delivered to Lessor not later than the commencement
         of the term of this Lease and annually thereafter and shall contain a
         clause that the insurer will not cancel or materially change the
         insurance without first giving the Lessor thirty days prior written
         notice.

         Lessee shall indemnify and save harmless Lessor, its partners and
         agents against and from all liabilities, obligations, damages,
         penalties, claims, costs and expenses, including reasonable attorneys'
         fees, paid, suffered, or incurred by Lessor, its partners and agents,
         as a result of (i) any breach by Lessee, Lessee's agents, contractors,
         employees, invitees, or licensees, of any

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         covenant, condition, representation or warranty contained in this
         Lease, or (ii) the negligence of the Lessee, Lessee's agents,
         contractors, employees, invitees, or licensees, or (iii) any injury to
         persons or damage to property resulting from any of the causes set
         forth in the first sentence of the first paragraph of this Article 17.
         In case any action is brought against Lessor, its partners or agents,
         by reason of any such claim, Lessee, upon written notice from Lessor,
         will at Lessee's expense, resist or defend such action or proceeding by
         Counsel of Lessee's choosing and Lessor's consent shall not be
         unreasonably withheld. Lessee shall conduct the defense of such action
         or proceeding, including settlement thereof, in good faith and in a
         manner protective of Lessor's interest. No settlement of any such
         action or proceeding may be made without Lessor's consent, which shall
         not unreasonably be withheld.

16.      Notices

         In every instance where it shall be necessary or desirable for the
         Lessor to serve any notice or demand upon Lessee, such notice or demand
         shall be deemed sufficiently given or made if in writing and mailed to
         Lessee by registered or certified United States mail, postage prepaid,
         or overnight nationally recognized carrier addressed to Lessee at the
         Premises. Any notice by Lessee to Lessor must be sent by registered or
         certified United States mail, postage prepaid, or overnight nationally
         recognized carrier. Each party may by written notice designate an
         alternative address for service of notice. All notices shall be sent to
         the addresses below:

         If to Lessee:    TMC/Soundprints Inc.
                          353 Main Avenue
                          Norwalk, CT 06851-1552

         If to Lessor:    Noreast Management LLC
                          35") Main Avenue
                          Norwalk, CT 06851-1551

17.      Default

         (a) If the Lessee shall fail to pay the monthly rental charge when due
         and such default shall not have been fully cured within fifteen (15)
         business days of such due date, or if Lessee defaults in the prompt and
         full performance of any other material provision of this Lease and said
         default is not corrected within thirty (30) days after written notice
         from Lessor to Lessee of said default, then and in any such event the
         Lessor may, upon five (5) days written notice, terminate this Lease and
         Lessee's right to possession thereunder, and Lessor may re-enter the
         premises. In such event, this Lease shall end and expire as fully and
         completely as if the expiration of such five (5) day period were the
         date herein definitely fixed for the end and expiration of this Lease
         and the term thereof and Lessee shall remain liable as hereinafter

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         provided.

         (b) If Lessee becomes insolvent, or if there shall be filed by or
         against Lessee in any court pursuant to any statute either of the
         United States or of any state a petition in bankruptcy or insolvency or
         for the reorganization or for the appointment of a receiver or trustee
         of all or a portion of Lessee's property, and within thirty (30) days
         thereof Lessee fails to secure a discharge thereof or if Lessee makes
         an assignment for the benefit of creditors, this Lease shall ipso facto
         be canceled and terminated. In which event neither Lessee nor any
         person claiming through or under Lessee or by virtue of any statute or
         of an order of any court shall be entitled to possession of the leased
         premises and Lessor, in addition to the rights and remedies given
         herein and by virtue of any other provision elsewhere in this Lease or
         by virtue of any statute or rule of law, may retain as liquidated
         damages any rent, security, deposit or moneys received by it from
         Lessee or others in behalf of Lessee upon the execution hereof.

         (c) Lessee expressly waives any right of redemption. Notwithstanding
         any re-entry, the liability of Lessee for the rent shall not be
         extinguished for the balance of the term thereof.

         (d) In the event of a termination of this Lease, Lessor shall be
         entitled to recover from the Lessee or Lessee's legal representatives,
         as liquidated damages, the sum of (a) the rent then due and additional
         rent payable for the remainder of the term of this Lease, and (b) all
         reasonable expenses of Lessor incurred in recovering possession of the
         premises and relating to the same including reasonable costs of
         repairing and renovating the Premises, rent discounts and concessions
         for future tenants, and reasonable attorney's and broker's fees, less
         (c) the net amount if any, of the rents collected on account of the
         subsequent lease or leases of the leased premises for each month of the
         period which would otherwise have constituted the balance of the term
         of this Lease. The failure of Lessor to re-let the Premises or any part
         or parts thereof shall not release or affect Lessee's liability for
         damages. In no event shall Lessee be entitled to receive any excess of
         net rent collected over the sums payable by Lessee to Lessor hereunder.
         Lessor agrees to use its best efforts to mitigate any damage which may
         be payable by Lessee pursuant to this subparagraph.

18.      Lessee's Obligations under Lease

         Lessee warrants to Lessor that it has and will comply in all respects
         in the prompt and full performance of all of Lessee's obligations under
         the Lease, and shall continue during the term of this Lease to pay to
         Lessor the rent as required under this Lease.

19.      Successors and Assigns

         The covenants, conditions and agreements contained in this Lease shall
         bind and inure to the benefit of Lessor and Lessee and their respective
         heirs, distributees, executors, administrators, successors, and except
         as otherwise provided in this Lease, their assigns.

         The undersigned Lessee acknowledges that this Lease is made for
         commercial purposes and waives any right of notice and hearing under
         Section 52-278(a) and 52-278(n) of the Connecticut General Statutes, as
         now or hereafter amended, or any successor act thereto, and

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         authorizes the attorney for Lessor to issue a writ for prejudgment
         remedy without court order. The undersigned Lessee acknowledges being
         engaged primarily in commercial pursuits and that this Lease is made in
         connection with the undersigned's business activities.

20.      Holding Over

         Any holding over at the expiration of this Lease with the consent of
         the Lessor shall be on a month-to-month basis, which tenancy may
         thereafter be terminated as provided by the laws of the State of
         Connecticut. During any holdover tenancy, Lessee shall pay the same
         rate of rental on a monthly basis as is in effect at the time of
         termination of this Lease, unless otherwise agreed upon, and both
         parties shall be bound by all the terms and conditions of this Lease.

21.      Costs of Litigation

         Subject to Section 24 hereof, if any legal action is instituted to
         enforce this Lease, the prevailing party shall be entitled to recover
         reasonable attorneys' fees and court costs from the other party. If
         Lessee defaults in the observance or performance of any material term
         or covenant of this Lease, then, unless otherwise provided for in this
         Lease, Lessor may immediately or at any time thereafter and without
         notice perform the obligation of Lessee thereunder and if Lessor, in
         connection therewith or in connection with any default by Lessee in the
         covenant to pay rent hereunder, makes any expenditures for legal fees,
         in instituting, prosecuting, or defending any actions or proceeding,
         such sums so paid or obligations incurred with interest and costs shall
         be deemed additional rent hereunder and shall be paid by Lessee within
         five (5) days of rendition of any bill or statement therefor, and if
         Lessee's lease term shall have expired at the time of such
         expenditures, such sums shall be recoverable by Lessor as damages.

22.      Termination and Surrender

         Lessee shall surrender the premises on the last day of the term of the
         Lease. Lessor shall have the right to place and maintain on the
         premises "For Rent" and "For Sale" signs during the last six (6) months
         of the term of this Lease. Lessee shall, at the expiration of the
         Lease, surrender the keys to the premises to Lessor.

23.      Severability

         If any provision of this Lease or any application thereof shall be
         invalid or unenforceable, the remainder of this Lease and any other
         application of such provision shall not be affected thereby.

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24.      Quiet Enjoyment

         Upon due performance by Lessee of its covenants and agreements under
         this Lease, Lessor covenants the Lessee shall and may at all times
         peaceably and quietly have, hold, and enjoy the leased premises during
         the Lease term. Notwithstanding anything in the Agreement to the
         contrary, if this covenant of quiet enjoyment is breached and Lessee is
         made a party to any legal proceedings affecting its right of possession
         or if Lessee is unable to use and enjoy the leased premises due to the
         action of the Connecticut Development Authority, Chase Bank of
         Connecticut (the Trustee), or any action constituting bondholder
         eviction. Lessor shall reimburse Lessee for all reasonable attorneys'
         fees and other expenses incurred by it in defending its right to this
         Lease and for all losses, damages, and other expenses arising out of
         any such breach of this covenant of quiet enjoyment. Notwithstanding
         anything in this Lease Agreement to the contrary, Lessee may apply all
         such fees, expenses, losses, and damages to the rent due or to become
         due.

25.      Headings

         The Article headings are for convenience and reference only and shall
         not be used to limit or otherwise affect the meaning of any provision
         of this Lease.

26.      Governing Law

         This Lease shall be construed in accordance with and governed by the
         laws of the State of Connecticut.

27.      Relationship of Parties

         Lessor and Lessee shall not be considered or deemed to be joint
         venturers or partners and neither shall have the power to bind or
         obligate the other except as set forth herein.

28.      Modification

         No changes, additions, or interlineation made to this Lease shall be
         binding unless initialed by both parties.

29.      Entire Agreement

         This Lease supersedes all agreements previously made between the
         parties relating to this subject matter, other than the Lease currently
         effective, between the parties, covering a portion

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         of the premises. With the exception of the currently effective Lease,
         there are no other understandings or agreements between them.

IN WITNESS WHEREOF, Lessor and Lessee have signed this Lease this __th day of
June, 1996.

TMC/SOUNDPRINTS INC.                        NOREAST MANAGEMENT LLC



/s/ Peter P. Ogilvie                        /s/ William W. Burnham
-----------------------------               -----------------------------------
Peter P. Ogilvie                            William W. Burnham
Vice President, Finance                     Member


Date:  6/19/96                              Date:  6/19/96
     ------------------------                    ------------------------------

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