SOUTHERN CONNECTICUT BANCORP, INC. - Exhibit 10.11




	














Parties
















Premises




Term





Rent









Payment of
Rent

















Peaceful
Possession



Purpose






Default in
 Payment of
Rent


Abandonment
of Premises

Re-entry and
Reletting by

Landlord

Tenant Liable
for Deficiency


Lien of
Landlord of Secure

Performance
Attorney's Fees


Sub-letting and
Assignment

Condition of
Premises,
Repairs
	This Sublease
dated the       
1st      
day of     
January
     , 2001

Between     
The Bank of Southern Connecticut 

hereinafter referred to as the Sublandlord or Landlord, and




LAYDON AND COMPANY, LLC

hereinafter referred to as the Subtenant or
Tenant,


WITNESSETH:   That the Landlord hereby demises and leases
 unto the Tenant, and the Tenant hereby hires and takes
from the Landlord for the term and upon the rentals  hereinafter  specified,  the premises described as follows,
situated in the         
City
           
of          
New Haven
        County of
        New Haven
       and State of
         
Connecticut




215 Church Street, New Haven, CT (Suite 4, 5, 6, 7 on second floor)




            
    The term of this demise shall be for        
five years and 3 months 

Beginning          
January 1
              
2001       and ending
      March 30,
           2006.


            
    The rent for the demised term shall be as described
in Article 31 of the attached Addendum.




            
    The said  rent is to be  payable  monthly  in  advance
on the first day of each calendar  month for the term  hereof, as described in Article 31 of
the attached Addendum.


at the office of The Bank of Southern
 Connecticut, 215 Church Street, New Haven, CT or as may be otherwise
directed by the Landlord in writing.





THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:




  
      First.--The
Landlord covenants that the Tenant, on paying the said rental and performing the
covenants and conditions in this Lease contained, shall and may peaceably and
quietly have, hold and enjoy the demised premises for the term aforesaid. 


  
      Second.--The Tenant covenants and agrees to use the demised premises as a
consulting business





and agrees not to use or
permit the premises to be used for any other purpose without the prior written
consent of the Landlord endorsed hereon. 



        Third.--The
Tenant shall, without any previous demand therefor, pay to the Landlord, or its
agent, the said rent, at the times and in the manner above provided. In the
event of the non-payment of said rent, or any installment thereof, at the times
and in the manner above provided, and if the same shall remain in default for
ten days after becoming due, or if the Tenant shall be dispossessed for
non-payment of rent, or if the leased premises shall be deserted or vacated, the
Landlord or its agents shall have the right to and may enter the said premises
as the agent of the Tenant, either by force or otherwise, without being liable
for any prosecution or damages therefor, and may relet the premises as the agent
of the Tenant, and receive the rent therefor, upon such terms as shall be
satisfactory to the Landlord, and all rights of the Tenant to repossess the
premises under this Lease shall be forfeited. Such re-entry by the Landlord
shall not operate to release the Tenant from any rent to be paid or covenants to
be performed hereunder during the full term of this lease. For the purposes of
reletting, the Landlord shall be authorized to make such repairs or alterations
in or to the leased premises as may be necessary to place the same in good order
and condition. The tenant shall be liable to the Landlord for the cost of such
repairs or alterations, and all expenses of such reletting. If the sum realized
or to be realized from the reletting is insufficient to satisfy the monthly or
term rent provided in this lease, the Landlord, at its option may require the
Tenant to pay such deficiency month by month, or may hold the Tenant in advance
for the entire deficiency to be realized during the term of the reletting. The
Tenant shall not be entitled to any surplus accruing as a result of the
reletting. The Landlord is hereby granted a lien, in addition to any statutory
lien or right to distrain that may exist, on all personal property of the Tenant
in or upon the demised premises, to secure payment of the rent and performance
of the covenants and conditions of this lease. The Landlord shall have the
right, as agent of the Tenant, to take possession of any furniture, fixtures or
other personal property of the Tenant found in or about the premises, and sell
the same at public or private sale and to apply the proceeds thereof to the
payment of any monies becoming due under this lease, the Tenant hereby waiving
the benefit of all laws exempting property from execution, levy and sale on
distress or judgment. The Tenant agrees to pay, as additional rent, all
attorney’s fees and other expenses incurred by the Landlord in enforcing
any of the obligations under this lease. 



        Fourth.--The  Tenant  shall not sub-let the demised  premises nor any portion  thereof,  nor shall this
lease be assigned  by the Tenant  without the prior  written  consent of the  Landlord  endorsed  hereon,  which
consent shall not be unreasonably withheld. 


   
     Fifth.--The
Tenant has examined the demised premises, and accepts them in their present
condition (except as otherwise expressly provided herein) and without any
representations on the part of the Landlord or its agents as to the present or
future condition of the said premises. The Tenant shall keep the demised
premises in good condition, and shall redecorate, paint and renovate the said
premises as may be necessary to keep them in repair and good appearance. The
Tenant shall quit and surrender the premises at the end of the demised term in
as good condition as the reasonable use thereof will permit. The Tenant shall
not make any alterations, additions, or improvements to said premises 









	Alterations and
Improvements


Sanitation,
Inflammable
Materials


Sidewalks


Mechanics' Liens



Glass




Liability of
Landlord





Services and

Utilities













Right to Inspect
and Exhibit







Damage by Fire,
Explosion,
The Elements or
Otherwise








Observation
of Laws,
Ordinances,
Rules and
Regulations





Signs


Subordination to
Mortgages and
Deeds of Trust



Sale of Premises



Rules and
Regulations of
Landlord





Violation of
Covenants,
Forfeiture of
Lease, Re-entry
by Landlord



Non-waiver of
Breach	
without
the prior written consent of the Landlord. All erections, alterations, additions
and improvements, whether temporary or permanent in character, which may be made
upon the premises either by the Landlord or the Tenant, except furniture or
movable trade fixtures installed at the expense of the Tenant, shall be the
property of the Landlord and shall remain upon and be surrendered with the
premises as a part thereof at the termination of this Lease, without
compensation to the Tenant. The Tenant further agrees to keep said premises and
all parts thereof in a clean and sanitary condition and free from trash,
inflammable material and other objectionable matter. If this lease covers
premises, all or a part of which are on the ground floor, the Tenant further
agrees to keep the sidewalks in front of such ground floor portion of the
demised premises clean and free of obstructions, snow and ice. 


        Sixth.--In
the event that any mechanics’ lien is filed against the premises as a
result of alterations, additions or improvements made by the Tenant, the
Landlord, at its option, after thirty days’ notice to the Tenant, may
terminate this lease and may pay the said lien, without inquiring into the
validity thereof, and the Tenant shall forthwith reimburse the Landlord the
total expense incurred by the Landlord in discharging the said lien, as
additional rent hereunder. 


        Seventh.--The
Tenant agrees to replace at the Tenant’s expense any and all glass which
may become broken in and on the demised premises. Plate glass and mirrors, if
any, shall be insured by the Tenant at their full insurable value in a company
satisfactory to the Landlord. Said policy shall be of the full premium type, and
shall be deposited with the Landlord or its agent. 


        Eighth.--The
Landlord shall not be responsible for the loss of or damage to the property, or
injury to persons, occurring in or about the demised premises, by reason of any
existing or future condition, defect, matter or thing in said demised premises
or the property of which the premises are a part, or for the acts, omissions or
negligence of other persons or tenants in and about the said property. The
Tenant agrees to indemnify and save the Landlord harmless from all claims and
liability for losses of or damage to property, or injuries to persons occurring
in or about the demised premises. 


        Ninth.--Utilities
and services furnished to the demised premises for the benefit of the Tenant
shall be provided and paid for as follows: water by the     landlord     ;
gas by the         
landlord       ; electricity by the         
landlord         ; heat by the landlord ; hot water by the          
landlord        .  Notwithstanding     the    above,     the    tenant    agrees    to    reimburse    the
Landlord its prorata share of operating  expenses of the demised premises  including  services and utilities
set forth in this  provision as well as real estate taxes and  insurance.  However,  the tenant's  liability for
certain such  expenses  shall be limited as follows:  the tenant's  liability  for  cleaning  expenses  shall be
capped at $25.00 per month which sum shall be allocated for the tenant's  share of the common areas;  the tenant
shall not be responsible to pay any monies whatsoever  towards  landscaping  expenses and the tenant's liability
for  utilities  consumed  (including,  without  limitation,  gas,  electric and water) shall be: as described in
Article 35 of the attached Addendum. 

The Landlord
shall not be liable for any interruption or delay in any of the above services
for any reason.


        Tenth.--The
Landlord, or its agents, shall have the right to enter the demised premises at
reasonable hours in the day or night to examine the same, or to run telephone or
other wires, or to make such repairs, additions or alterations as it shall deem
necessary for the safety, preservation or restoration of the improvements, or
for the safety or convenience of the occupants or users thereof (there being not
obligation, however, on the part of the Landlord to make any such repairs,
additions or alterations), or to exhibit the same to prospective purchasers and
put upon the premises a suitable “For Sale” sign. For three months
prior to the expiration of the demised term, the Landlord, or its agents, may
similarly exhibit the premises to prospective tenants, and may place the usual
“To Let” signs thereon. 


   
     Eleventh.--In
the event of the destruction of the demised premises or the building containing
the said premises by fire, explosion, the elements or otherwise during the term
hereby created, or previous thereto, or such partial destruction thereof as to
render the premises wholly untenantable or unfit for occupancy, or should the
demised premises be so badly injured that the same cannot be repaired within
ninety days from the happening of such injury, then and in such case the term
hereby created shall, at the option of the Landlord, cease and become null and
void from the date of such damage or destruction, and the Tenant shall
immediately surrender said premises and all the Tenant’s interest therein
to the Landlord, and shall pay rent only to the time of such surrender, in which
event the Landlord may re-enter and re-possess the premises thus discharged from
this lease and may remove all parties therefrom. Should the demised premises be
rendered untenantable and unfit for occupancy, but yet be repairable within
ninety days from the happening of said injury, the Landlord may enter and repair
the same with reasonable speed, and the rent shall not accrue after said injury
or while repairs are being made, but shall recommence immediately after said
repairs shall be completed. But if the premises shall be so slightly injured as
not to be rendered untenantable and unfit for occupancy, then the Landlord
agrees to repair the same with reasonable promptness and in that case the rent
accrued and accruing shall not cease or determine. The Tenant shall immediately
notify the Landlord in case of fire or other damage to the premises. 


        Twelfth.--The
Tenant agrees to observe and comply with all laws, ordinances, rules and
regulations of the Federal, State, County and Municipal authorities applicable
to the business to be conducted by the Tenant in the demised premises. The
Tenant agrees not to do or permit anything to be done in said premises, or keep
anything therein, which will increase the rate of fire insurance premiums on the
improvements or any part thereof, or on property kept therein, or which will
obstruct or interfere with the rights of other tenants, or conflict with the
regulations of the Fire Department or with any insurance policy upon said
improvements or any part thereof. In the event of any increase in insurance
premiums resulting from the Tenant’s occupancy of the premises, or from any
act or omission on the part of the Tenant, the Tenant agrees to pay said
increase in insurance premiums on the improvements or contents thereof as
additional rent. 


        Thirteenth.--No
sign, advertisement or notice shall be affixed to or placed upon any part of the
demised premises by the Tenant, except in such manner, and of such size, design
and color as shall be approved in advance in writing by the Landlord. 


        Fourteenth.--This
lease is subject and is hereby subordinated to all present and future mortgages,
deeds of trust and other encumbrances affecting the demised premises or the
property of which said premises are a part. The Tenant agrees to execute, at no
expense to the Landlord, any instrument which may be deemed necessary or
desirable by the Landlord to further effect the subordination of this lease to
any such mortgage, deed of trust or encumbrance. 


     
   Fifteenth
-- In the event of the sale by the Landlord of the demised premises, or the
property of which said premises are a part, the Landlord or the purchaser may
terminate this lease on the thirtieth day of April in any year upon givng the
tenant notice of such termination prior to the first day of January in the same
year. 


        Sixteenth.--The
rules and regulations regarding the demised premises, affixed to this lease, if
any, as well as any other and further reasonable rules and regulations which
shall be made by the Landlord, shall be observed by the Tenant and by the
Tenant’s employees, agents and customers. The Landlord reserves the right
to rescind any presently existing rules applicable to the demised premises, and
to make such other and further reasonable rules and regulations as, in its
judgment, may from time to time be desirable for the safety, care and
cleanliness of the premises, and for the preservation of good order therein,
which rules, when so made and notice thereof given to the Tenant, shall have the
same force and effect as if originally made a part of this lease. Such other and
further rules shall not, however, be inconsistent with the proper and rightful
enjoyment by the Tenant of the demised premises. 


   
     Seventeenth.--In
case of violation by the Tenant of any of the covenants, agreements and
conditions of this lease, or of the rules and regulations now and hereafter to
be reasonable established by the Landlord, and upon failure to discontinue such
violation within ten days after notice thereof given to the Tenant, this lease
shall thenceforth, at the option of the Landlord, become null and void, and the
Landlord may re-enter without further notice or demand. The rent in such case
shall become due, be apportioned and paid on and up to the day of such re-entry,
and the Tenant shall be liable for all loss or damage resulting from such
violation as aforesaid. No waiver by the Landlord of any violation or breach of
condition by the Tenant shall constitute or be construed as a waiver of any
other violation or breach of condition, nor shall lapse of time after breach of
condition by the Tenant before the Landlord shall exercise its option under this
paragraph operate to defeat the right of the Landlord to declare this lease null
and void and to re-enter upon the demised premises after the said breach or
violation. 











	
Notices







Bankruptcy,
Insolvency,
Assignment
for Benefit
of Creditors




Holding Over
by Tenant






Eminent Domain,
Condemnation





Security








Arbitration



Delivery of
Lease



Lease
Provisions Not
Exclusive


Lease Binding
on Heirs,
Successors, 
Etc.
	
        Eighteenth.--All
notices and demands, legal or otherwise, incidental to this lease, or the
occupation of the demised premises, shall be in writing. If the Landlord or its
agent desires to give or serve upon the Tenant any notice or demand, it shall be
sufficient to send a copy thereof by registered mail, addressed to the Tenant at
the demised premises, or to leave a copy thereof with a person of suitable age
found on the premises, or to post a copy thereof upon the door to said premises
Notices from the Tenant to
the Landlord shall be sent by registered mail or delivered to the Landlord at
the place hereinbefore designated for the payment of rent, or to such party or
place as the Landlord may from time to time designate in writing. 



        Nineteenth.--It
is further agreed that if at any time during the term of this lease the Tenant
shall make any assignment for the benefit of creditors, or be decreed insolvent
or bankrupt according to law, or if a receiver shall be appointed for the
Tenant, then the Landlord may, at its option, terminate this lease, exercise of
such option to be evidenced by notice to that effect served upon the assignee,
receiver, trustee or other person in charge of the liquidation of the property
of the Tenant or the Tenant’s estate, but such termination shall not
release or discharge any payment of rent payable hereunder and then accrued, or
any liability then accrued by reason of any agreement or covenant herein
contained on the part of the Tenant, or the Tenant’s legal representative. 


        Twentieth.--In
the event that the Tenant shall remain in the demised premises after the
expiration of the term of this lease without having executed a new written lease
with the Landlord, such holding over shall not constitute a renewal or extension
of this lease. The Landlord may, at its option, elect to treat the Tenant as one
who has not removed at the end of his term, and thereupon be entitled to all the
remedies against the Tenant provided by law in that situation, or the Landlord
may elect, at its option, to construe such holding over as a tenancy from month
to month, subject to all the terms and conditions of this lease, except as to
duration thereof, and in that event the Tenant shall pay monthly rent in advance
at the rate provided herein as effective during the last month of the demised
term. 


        Twenty-first.--If
the property or any part thereof wherein the demised premises are located shall
be taken by public or quasi-public authority under any power of eminent domain
or condemnation, this lease, at the option of the Landlord, shall forthwith
terminate and the Tenant shall have no claim or interest in or to any award of
damages for such taking. 


   
     Twenty-second.--The
Tenant has this day deposited with the Landlord the sum of $ 1,045.00  as security  for the full and  faithful  performance  by the
Tenant of all  terms,  covenants  and  conditions  of this  lease  upon the
Tenant's  part to be  performed,  which said sum shall be  returned  to the
Tenant after the time fixed as the expiration of the term herein,  provided
the  Tenant  has  fully  and  faithfully  carried  out all of  said  terms,
covenants and conditions on Tenant's part to be performed.  In the event of
a bona fide sale,  subject to this lease, the Landlord shall have the right
to  transfer  the  security to the vendee for the benefit of the Tenant and
the Landlord shall be considered  released by the Tenant from all liability
for the return of such  security;  and the Tenant agrees to look to the new
Landlord solely for the return of said security, and it is agreed that this
shall apply to every  transfer or assignment  made of the security to a new
Landlord.  The security  deposited under this Lease shall not be mortgaged,
assigned or  encumbered  by the Tenant  without the written  consent of the
Landlord. 


     
   Twenty-third.--Any
dispute arising under this lease shall be settled by arbitration. Then Landlord
and Tenant shall each choose an arbitrator, and the two arbitrators thus chosen
shall select a third arbitrator. The findings and award of the three arbitrators
thus chosen shall be final and binding on the parties hereto. 


   
     Twenty-fourth.--No
rights are to be conferred upon the Tenant until this lease has been signed by
the Landlord, and an executed copy of the lease has been delivered to the
Tenant. 


    
    Twenty-fifth.--The
foregoing rights and remedies are not intended to be exclusive but as additional
to all rights and remedies the Landlord would otherwise have by law. 


   
     Twenty-sixth.--All
the terms, covenants and conditions of this lease shall inure to the benefit of
and be binding upon the respective heirs, executors, administrators, successors
and assigns of the parties hereto. However, in the event of the death of the
Tenant, if an individual, the Landlord may, at its option, terminate this lease
by notifying the executor or administrator of the Tenant at the demised
premises. 


        Twenty-seventh.--This
lease and the obligation of Tenant to pay rent hereunder and perform all of the
other covenants and agreements hereunder on part of Tenant to be performed shall
in nowise be affected, impaired or excused because Landlord is unable to supply
or is delayed in supplying any service expressly or impliedly to be supplied or
is unable to make, or is delayed in making any repairs, additions, alterations
or decorations or is unable to supply or is delayed in supplying any equipment
or fixtures if Landlord is prevented or delayed from so doing by reason of
governmental preemption in connection with the National Emergency declared by
the President of the United States or in connection with any rule, order or
regulation of any department or subdivision thereof of any governmental agency
or by reason of the conditions of supply and demand which have been or are
affected by the war. 


        
Twenty-eighth.--This instrument may not be changed orally.


See attached addendum which is made a part hereof and annexed hereto.


        
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals the day and year first
above written.
















                                Bank of Southern Connecticut


Witness:                        The Bank of Southern Conn.   (SEAL)
                                               Sub-Landlord

/s/ Gary Mullin                 By /s/ Joseph V. Ciaburri        
                                        Joseph Ciaburri, CEO duly authorized

                                /s/ Elmer A. Laydon                (SEAL)
                                       Laydon and Comapny, LLC-SubTenant
















	               	
GUARANTY


In consideration of the
execution of the within lease by the Landlord, at the request of the undersigned
and in reliance of this guaranty, the undersigned hereby guarantees unto the
Landlord, its successors and assigns, the prompt payment of all rent and the
performance of all of the terms, covenants and conditions provided in said
lease, hereby waiving all notice of default; and consenting to any extensions of
time or changes in the manner of payment or performance of any of the terms and
conditions of the said lease the Landlord may grant the Tenant, and further
consenting to the assignment and the successive assignments of the said lease,
and any modifications thereof, including the sub-letting and changing of the use
of the demised premises, all without notice to the undersigned. The undersigned
agrees to pay the Landlord all expenses incurred in enforcing the obligations of
the Tenant under the within lease and in enforcing this guaranty.



Witness:

  /s/ Gary D. Mullin                        /s/ Elmer A. Laydon        (SEAL)
                                                Elmer A. Laydon, Individually
Date:January 1, 2001               





Lease



                                                                     

                                                            Landlord

                                   to

                                                               Tenant

                                                                     

Premises Leased

From:.................................

To:...................................



ASSIGNMENT AND ACCEPTANCE OF ASSIGNMENT


        For value received the
undersigned Tenant hereby assigns all of said Tenant's right, title and
interest in 

and to the within lease from and after               unto



heirs, successors, and assigns, the demised premises to be used and occupied for

                  
                   
                   
and for no other purpose, it being expressly agreed that this assignment shall not in any manner relieve the
undersigned assignor from liability upon any of the covenants of this lease.



Witness:  __________________________         ________________________(SEAL)

          __________________________         ________________________(SEAL)

Date:_______________________________




         In consideration of the above assignment and the written consent of the Landlord thereto, the
undersigned


assignee, hereby assumes
and agrees from and after                   
to make all payments and to perform all covenants and
conditions provided in the within lease by the Tenant therein to be made and
performed.



Witness:  __________________________         ________________________(SEAL)

          __________________________         ________________________(SEAL)

Date:_______________________________



CONSENT TO ASSIGNMENT


The undersigned Landlord hereby consents to the assignment of the within lease
to                       ,



on the express conditions that the original Tenant                       ,


the assignor, herein, shall
remain liable for the prompt payment of the rent and the performance of the
covenants provided in the said lease by the Tenant to be made and performed, and
that no further assignment of said lease or sub-letting of any part of the
premises thereby demised shall be made without the prior written consent of the
undersigned Landlord. 



                                       ___________________________________
                                                    Landlord
Date:_____________________________     By_________________________________














                                   ADDENDUM TO SUBLEASE AGREEMENT BETWEEN

                            THE BANK OF SOUTHERN CONNECTICUT, AS SUBLANDLORD AND

                                   LAYDON AND COMPANY, LLC, AS SUBTENANT

                                           DATED JANUARY 1, 2001


Twenty-ninth.-Free Rent
Period: subtenant shall not be obligated to pay base rent only for the
period of January 1, 2001 through and including March 31, 2001 in consideration
of the subtenant accepting the demised premises in “as is, where is”
condition. Tenant, during this period, shall be obligated to pay its prorata
share of the operating expenses for the demised premises as billed by the
sub-landlord.


Thirty.-Subtenant’s
Right of First Refusal: the subtenant shall have the right of first refusal
to lease suites 8, 9 and 10 of the premises consisting of the following square
footage: Suite 8 being 206 sq. feet; Suite 9 being 156 sq. feet; Suite 10 being
331 sq. feet. Should subtenant elect to exercise its right of first refusal,
subtenant must do so in writing within thirty days of sub-landlord’s
receipt of a bonafide written offer to lease all or a portion of said additional
square footage. Subtenant shall pay rent on the additional space taken based
upon it’s then current rental rate per square foot on it’s existing
rented space. The term of any lease for all or a portion of said additional
square footage shall be equivalent to the then remaining term of the
sub-tenant’s primary lease with the sub-landlord.


Thirty-One.-Rent: this Article modifies the term of this agreement to be for the period January 1, 2001 to
March 30, 2006 and also modifies the rent stated above and sets forth the rent the Subtenant and
Sublandlord agree to as follows:


	Period	Rent per Square Foot	Monthly Rent (per
1045 Sq. Ft.)
	April1, 2001 - March 30, 2002	$ 12.00	$1,045.00
	April1, 2002 - March 30, 2003	$ 12.40	$1,079.83
	April1, 2003 - March 30, 2004	$ 12.80	$1,114.67
	April1, 2004 - March 30, 2005	$ 13.20	$1,149.50
	April1, 2005 - March 30, 2006	$ 13.60	$1,184.33
	April1, 2006 - March 30, 2007	$ 14.00	$1,219.17
	April1, 2007 - March 30, 2008	$ 14.40	$1,254,00
	April1, 2008 - March 30, 2009	$ 14.80	$1,288.83
	April1, 2009 - March 30, 2010	$ 15.20	$1,323.67
	April1, 2010 - March 30, 2011	$ 15.60	$1,358.50
	April1, 2011 - March 30, 2012	$ 17.50	$1,523.96
	April1, 2012 - March 30, 2013	$ 17.50	$1,523.96
	April1, 2013 - March 30, 2014	$ 17.50	$1,523.96
	April1, 2014 - March 30, 2015	$ 17.50	$1,523.96
	April1, 2015 - March 30, 2016	$ 17.50	$1,523.96



Thirty-Two.-Subtenant's Option to Renew: this Lease shall be renewable upon the same terms and conditions
as set forth above for two additional periods of FIVE (5) years, provided subtenant has in all respects
fully complied with the terms and conditions of this Agreement.  This option shall be exercised only if
subtenant delivers written notice thereof to the sublandlord at the address provided herein on or before
one hundred eighty (180) days prior to the expiration of the original term or any extension terms granted
herein.


Thirty-Three.-Parking: subtenant shall be provided with one designated parking space directly behind the
demised premises at no additional cost to the subtenant.


Thirty-Four.-Subtenant's Right to Cancel Sublease: subtenant shall have the right, so long as the
subtenant is not in default under the terms and conditions of this sublease to cancel the sublease, at
subtenant's sole option, but only if subtenant pays the following additional lumpsum amount to the
sub-landlord:


Should the subtenant cancel
the lease at any point after the commencement of the second year but before the
commencement of the third year, an additional lump sum payment of six months
base rent; and 


Should the subtenant cancel
the lease at any point after the commencement of the third year but before the
commencement of the fourth year, an additional lump sum payment of three months
base rent; and 


Should the subtenant cancel
the lease at any point after the commencement of the fourth year but before the
commencement of the fifth year, an additional lump sum payment of one month base
rent. 









Thirty-Five.-Allocation
of Services and Utilities: This Article modifies Article Nine above.
Subtenant and Sublandlord hereby agree that the Subtenant’s payment of
utilities consumed shall be an allocable share based upon the Subtenants rented
square footage to the total gross square footage of the demised property;
however, such allocation shall be capped at a monthly rate of $0.3333/sq. foot
($4 sq.ft. / 12 months). This Article does not modify the allocation of any
other services described in Article Nine. 


Sublandlord:  The Bank of Southern Connecticut


By /s/ Joseph V. Ciaburri      

          Joseph Ciaburri, its Chairman & CEO

          Duly Authorized



Subtenant:    Laydon and Company, LLC


By /s/ Elmer A. Laydon        

          Elmer A. Laydon, its Managing Member

          Duly Authorized