Exhibit
      10.27


**LEASE
        BETWEEN**
 
 **1375
        KINGS HIGHWAY/777 COMMERCE DRIVE ASSOCIATES, LLC**
 **AND
        14 MAMARONECK AVENUE REINVESTMENT ASSOCIATES, LLC,collectively,
        the**
 
 **LANDLORD**
 
 **c/o
        Celestial Capital Group, Inc.**
 **10
        East 40** **th** **Street**
 **New
        York, New York 10016**
 
 **AND**
 
 **COMPETITIVE
        TECHNOLOGIES, INC.**
 
 **TENANT**
  
 **LEASE
        SUMMARY**
   **Date of Lease:****Tenant:**
              
              **Competitive Technologies,
                Inc.****Address:**
              
              **777 Commerce DriveFairfield, CT
                06825****Taxpayer Identification
                Number:**
              
              **36-2664428****Suite No.:**
              
              **100****Rentable Square
                Feet:**
              
              **11,025
                R.S.F.****Use (Article
                6):**
              
              **General and executive offices
                for
                Tenant’stechnology transfer and licensing
                business.****Term (Article 2):**
              
              **Seven (7)
                years****Commencement
                Date (Article
                2):**
              
              **Upon substantial completion
                of
                Landlord’sWork, presently estimated as July 1,
                2006.****Rent Commencement
                Date
                (Article 3):**
              
              **Same as Commencement Date,
                subject
                toSection 2.05.****Base Rent:****Lease
                  Year/Period**
              
              **Annual
                  Base
                  Rent****1**
              
              **$248,063.00
                  ($22.50/R.S.F.)****2**
              
              **$259,088.00
                  ($23.50/R.S.F.)****3**
              
              **$270,113.00
                  ($24.50/R.S.F.)****4**
              
              **$281,138.00
                  ($25.50/R.S.F.)****5**
              
              **$292,163.00
                  ($26.50/R.S.F.)****6**
              
              **$303,188.00
                  ($27.50/R.S.F.)****7**
              
              **$314,213.00
                  ($28.50/R.S.F.)****(See
                  Schedule “A”)**
 
 
  **Electric (Article
                5):**
              
              **Consumption measured bysubmeter
                or direct meter andpayable by Tenant on the termsset forth in
                Section 5.01 or Section 5.02.****Security Deposit (Article
                30):**
              
              **$41,343.84
                (two months’ Base Rent)****Tenant’s Share (Article
                4):**
              
              **Approximately 18.29% (or
                as later
                adjusted)****Tenant’s Tax Share (Article
                4):**
              
              **Approximately 18.29% (or
                as later
                adjusted)****Base Year for Real Estate
                Taxes
                (Article 4):**
              
              **July 1, 2006 - June 30, 2007
                (Original Term)****July 1, 2013 - June 30, 2014
                (Renewal
                Term)****Base Year for Operating Expenses
                (Article 4):**
              
              **Calendar year 2006 (Original
                Term)****Calendar year 2014 (Renewal
                Term)****Renewal Option
                (Article
                2):**
              
              **One five (5) year Renewal
                Term upon
                nine (9)months prior written notice and on the termsset forth in
                Section 2.06.****Additional Tenant
                Concession (Article 3):**
              
              **Landlord shall pay the remainder
                of
                Tenant’srent due under its lease of 1960 Bronson Road,Fairfield,
                CT on the terms set forth in Section 3.02.****Early Termination
                Option
                (Article 2):**
              
              **Tenant shall have the right
                to
                terminate the Leaseat the end of the fifth Lease Year on the terms
                setforth in Section 2.07.****Right of Expansion
                (Article 33):**
              
              **Tenant has an option to lease
                additional space onthe first floor of the Building on the terms set
                forthin Section 33.01.**
 
 
 
 **Parking:**
              
              **Ten (10) reserved spaces
                in addition
                to thenon-exclusive use of the Building’s parkingarea on the terms
                set forth in Section 6.03.****Guarantor:**
              
              **None****Broker:**
              
              **Albert B. Ashforth, Inc.
                and HK
                Group**
 
 
 **SCHEDULE
        “A”**
 
 **RENT
        SCEHDULE**
   **LeaseYear**
              
              **Annual
                  BaseRent**
              
              **Monthly****Installment****1**
              
              **$248,063.00**
              
              **$20,671.92****2**
              
              **$259,088.00**
              
              **$21,590.67****3**
              
              **$270,113.00**
              
              **$22,509.42****4**
              
              **$281,138.00**
              
              **$23,428.17****5**
              
              **$292,163.00**
              
              **$24,346.92****6**
              
              **$303,188.00**
              
              **$25,265.67****7**
              
              **$314,213.00**
              
              **$26,184.42**
  
 **TABLE
        OF CONTENTS**
   **LEASE
                SUMMARY**ARTICLE 1.
              
              DEFINITIONS
              
              1ARTICLE 2.
              
              DEMISE AND TERM
              
              4ARTICLE 3.
              
              BASE RENT
              
              5ARTICLE 4.
              
              ADDITIONAL RENT
              
              6ARTICLE 5.
              
              ELECTRICITY
              
              7ARTICLE 6.
              
              USE AND COMMON AREAS
              
              7ARTICLE 7.
              
              UTILITIES AND SERVICE
              
              8ARTICLE 8.
              
              REPAIRS AND MAINTENANCE
              
              9ARTICLE 9.
              
              ASSIGNMENT AND SUBLETTING
              
              10ARTICLE 10.
              
              WORK BY LANDLORD
              
              11ARTICLE 11.
              
              COMPLIANCE WITH LAWS AND
                INSURANCE
              
              11ARTICLE 12.
              
              SIGNS
              
              11ARTICLE 13.
              
              INSURANCE
              
              12ARTICLE 14.
              
              LATE CHARGES
              
              13ARTICLE 15.
              
              CASUALTY
              
              13ARTICLE 16.
              
              BANKRUPTCY
              
              14ARTICLE 17.
              
              DEFAULTS
              
              14ARTICLE 18.
              
              EMINENT DOMAIN
              
              16ARTICLE 19.
              
              SURRENDER
              
              17ARTICLE 20.
              
              NON-LIABILITY AND INDEMNIFICATION
              
              17ARTICLE 21.
              
              ACCESS TO DEMISED PREMISES
              
              18ARTICLE 22.
              
              LANDLORD’S EXPENSES
              
              19ARTICLE 23.
              
              QUIET ENJOYMENT, SUBORDINATION AND
                ATTORNMENT
              
              19ARTICLE 24.
              
              ESTOPPEL CERTIFICATE
              
              20ARTICLE 25.
              
              ALTERATIONS
              
              21ARTICLE 26.
              
              RULES AND REGULATIONS
              
              21ARTICLE 27.
              
              NOTICES
              
              22ARTICLE 28.
              
              SUCCESSORS AND ASSIGNS
              
              22ARTICLE 29.
              
              BROKER
              
              22ARTICLE 30.
              
              SECURITY DEPOSIT
              
              22ARTICLE 31.
              
              ARBITRATION
              
              23ARTICLE 32.
              
              WAIVER OF JURY TRIAL
              
              24ARTICLE 33.
              
              ADDITIONAL SPACE
              
              24ARTICLE 34.
              
              MISCELLANEOUS
              
              24EXHIBIT A
              
              PLAN OF DEMISED PREMISES
              
              26EXHIBIT B
              
              LANDLORD’S WORK LETTER
              
              27EXHIBIT C
              
              RULES AND REGULATIONS
              
              32EXHIBIT D
              
              CLEANING SPECIFICATIONS
              
              34


THIS
      LEASE is made as of April ________ 2006, between 1375 Kings Highway/777 Commerce
      Drive Associates, LLC and 14 Mamaroneck Avenue Reinvestment Associates, LLC,
      each a Connecticut limited liability company (collectively, “Landlord”), with
      offices at c/o Celestial Capital Group, Inc., 10 East 40th Street, New York,
      NY
      10016, and COMPETITIVE TECHNOLOGIES, INC. (“Tenant”) with offices at 1960
      Bronson Road, Fairfield, CT 06824.




**ARTICLE
      1. DEFINITIONS**




1.01.
      The
      following terms shall have the meanings set forth opposite each term or in
      the indicated
      Section:





**“Additional
      Rent”** -
      Section 4.01





**“Additional
      Space”** -
      Section 33.01





**“Alterations”** -
      Section 25.01





**“Base
      Rent”** -
      Section 3.01





**“Broker”** -
      Section 29.01





**“Building”** - That
      certain real property in which the Demised Premises are located, known as 777
      Commerce Drive, Fairfield, Connecticut.





**“Commencement
      Date”** -
      Section 2.03





**“Common
      Areas”** - Shall
      mean all means of egress and ingress, including public sidewalks and walkways,
      lobbies, vestibules, stairways, corridors, passenger elevators, and public
      lavatories. It shall also include those portions of the premises that are
      dedicated for parking and passage of motor vehicles.





**“Demised
      Premises”** - The
      space on the first floor of the Building shown on the floor plan attached hereto
      as Exhibit “A”.





**“Early
      Termination Option”** -
      Section 2.07





**“Landlord’s
      Work”** - The
      work to be performed by Landlord as described in Exhibit “B” attached
      hereto.





**“Lease
      Interest Rate”** - Shall
      mean the sum of (i) the prime or base lending rate announced from time to time
      by the Wall Street Journal plus (ii) three percentage points.





**“Lease
      Summary”** - The
      list of terms attached to this Lease and made a part thereof. The terms set
      forth in the Lease Summary are incorporated by reference in the applicable
      Articles of the Lease with the same effect as if set forth in full in such
      Articles.





**“Lease
      Year”** - The
      period commencing on the Commencement Date and ending on the last


day
      of
      the month in which the first anniversary of the Commencement Date occurs, and
      each


12-month
      period thereafter, except that if the period between the last such anniversary
      and the end of the Term is less than 12 months, then the last Lease Year shall
      be such lesser period.





**“Legal
      Holidays”** - Shall
      include New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor
      Day, Columbus Day, Veteran’s Day, Thanksgiving Day, Christmas Day, and any other
      state or national holiday as may be established from time to time. In addition
      to the afore- mentioned days, Legal Holidays also shall include days prior
      or
      subsequent to the enumerated holidays such as the Friday after Thanksgiving
      and
      the Friday immediately succeeding Christmas, when Christmas falls on a Thursday.
      In addition, if any Legal Holiday falls on a weekend and is celebrated by the
      State of Connecticut or Federal Government on a weekday, such weekday also
      shall
      be deemed a Legal Holiday hereunder.





**“Operating
      Expenses”** -
      Shall
      mean any or all expenses incurred by Landlord in connection with the operation
      of the Building, including all expenses incurred as a result of Landlord’s
      compliance with any of its obligations hereunder, and such expenses shall
      include: (i) salaries, wages, medical, surgical and general welfare benefits
      (including group life insurance), pension payments and other fringe benefits
      of
      employees of Landlord or Landlord’s Managing Agent engaged in the operation and
      maintenance of the Building; (ii) payroll taxes, workmen’s compensation,
      uniforms and dry cleaning for the employees referred to in subdivision (i);
      (iii) the cost of all charges for steam, heat, ventilation, air conditioning
      and
      water (including sewer rental, taxes, septic and well costs, if applicable)
      furnished to the Building and/or used in the operation of all of the service
      facilities of the Building and the cost of all charges for electricity furnished
      to the public and service areas of the Building and/or used in the operation
      of
      all of the service facilities of the Building including any taxes on any of
      such
      utilities; (iv) the cost of all charges for rent, hazard, casualty, war risk
      insurance (if obtainable from the United States government) and liability
      insurance for the Building carried by Landlord; (v) the cost of all building
      and
      cleaning supplies for the Building and charges for telephone for the Building;
      (vi) the cost of all charges for the management of the Building based on a
      fee
      equal to the then prevailing rate paid to managing agents of a first class
      office building in Fairfield County; (vii) the cost of all charges for window
      cleaning and service contracts with independent contractors for the Building;
      (viii) the cost of rentals of capital equipment designed to result in savings
      or
      reductions in Operating Expenses; (ix) the cost of capital improvements made
      by
      Landlord with respect to the maintenance and/or operation of the Building,
      amortized over the shorter of (A) ten (10) years and (B) the life of such
      capital improvements; (x) the cost of compliance by Landlord with any federal,
      state, municipal or local ordinances affecting the Building; (xi) the cost
      relating to the maintenance and operation of the elevators in the Building;
      (xii) the cost relating to protection and security; (xiii) the cost relating
      to
      lobby decorations and interior and exterior landscape maintenance, snow plowing
      and maintenance of the parking areas; (xiv) repairs, replacements and
      improvements which are appropriate for the continued operation of the Building,
      including, but not limited to, repairs and improvements to the HVAC, plumbing
      and electrical systems; (xv) painting of non-tenanted areas; and (xvi)
      professional and consulting fees. Operating Expenses shall not include (xviii)
      costs of painting and decorating for any tenant’s space; (xix) administrative
      wages and salaries, including executive compensation; (xx) renting commissions;
      (xxi) franchise taxes or income taxes of Landlord; (xxii) real estate taxes
      to
      the extent included in Article 4; (xxiii) the cost of furnishing electricity
      and
      HVAC to Tenant and to any other tenants in the Building who separately pay
      for
      the cost of all such services; (xxiv) the cost of providing overtime heat,
      air-conditioning, and separately metered water to tenants of the Building to
      the
      extent that the same are payable by the tenants for whom such services are
      provided; (xxv) the cost of any work or service provided to any tenant of the
      Building that is not provided to Tenant under this Lease; and (xxvi) attorney’s
      fees in preparing and enforcing leases for tenants in the Building.





2


**“Renewal
      Term” -** Section
      2.06





**“Rent”
      -** Collectively,
      the Base Rent and the Additional Rent.





**“Rent
      Commencement Date” -** Section
      3.01





**“Security
      Deposit” -** Section
      30.01





**“Structural”
      -** Shall
      mean the parts of the Building which are integral to the structure of the
      Building, and includes: stairwells and towers; foundations; sub-flooring; column
      supports; load bearing walls; roof; exterior walls above and/or below grade;
      fire escapes; and anything integral to the support of the Building.





**“Taxes”
      -** Shall
      mean all real estate taxes, school taxes, sewer rents, rates and charges,
      assessed, levied or imposed upon the Building (including special or
      extraordinary assessments), and all assessments or other governmental charges,
      general, specific, assessed, levied or imposed upon the Building, and “Tax”
shall mean any of such taxes. There shall be excluded from Taxes any capital
      stock, income, inheritance, estate, succession, transfer, sales, gift or similar
      taxes of Landlord or any franchise or unincorporated business tax upon Landlord.
      If, due to a change in the method of taxation, any franchise, income, profit
      or
      other tax, however designated, shall be levied against Landlord in substitution,
      in whole or in part, for, or in lieu of, any tax which would otherwise
      constitute a Tax, such franchise, income, profit or other tax shall be deemed
      to
      be a Tax for the purpose hereof.




**“Tenant’s
      Share of Operating Expenses” -** Section
      4.03





**“Tenant’s
      Work”** - The
      work to be performed by Tenant (if any) as described in Exhibit “B” attached
      hereto.


3


**“Tenant’s
      Tax Share” -** Section
      4.02





**“Term”
      -** Section
      2.02





**ARTICLE
      2. DEMISE AND TERM**





2.01.
      Landlord hereby leases to Tenant, and Tenant hires from Landlord, the Demised
      Premises, for the Term and at the Rent described below, and otherwise upon
      the
      terms of this Lease.


2.02.
      The
“Term” is the number of years specified in the Lease Summary, plus the number of
      days necessary so that the Term shall end on the last day of a calendar month.
      The Term shall commence on the Commencement Date, and shall end on such earlier
      date on which the Term may be canceled or terminated pursuant to this Lease
      or
      as provided by law.




2.03.
      The
“Commencement Date” shall be the date upon which Landlord notifies Tenant that
      Landlord’s Work, as described on Exhibit B attached hereto, has been
“substantially completed”; i.e .,
      with
      the exception of minor “punch list” items that: (i) do not materially interfere
      with Tenant’s use of the Demised Premises for the purpose specified in the Lease
      Summary, (ii) do not unreasonably interfere with the completion of Tenant’s
      fitout work, if any, and (iii) can be remediated or completed within thirty
      (30)
      days after the Commencement Date. Tenant shall cooperate with Landlord and
      promptly approve or specify any change in the drawings and specifications
      submitted by Landlord for Landlord’s Work. If Tenant shall delay in such
      approval and/or specification so that Landlord is unable to begin work within
      fifteen (15) days of the date on which this Lease is executed and delivered,
      or
      shall specify any item other than those offered by Landlord as building standard
      and such item is not immediately available, then the completion of Landlord’s
      Work will be deemed to occur one day earlier for each day of the delay than
      the
      date on which Landlord’s Work has been substantially completed. Landlord
      represents that, on or before the Commencement Date, a permanent or temporary
      certificate of occupancy will have been issued for the Demised Premises by
      the
      applicable municipal building authority. If the certificate of occupancy is
      temporary, it shall permit Tenant to use the Demises Premises for the purposes
      stated in this Lease, and Landlord shall diligently pursue the issuance of
      a
      permanent certificate of occupancy.





2.04.
      Landlord will provide Tenant reasonable access to the Demised Premises prior
      to
      the Commencement Date for the purposes of installation of its telecommunications
      wiring and equipment, and to otherwise prepare the Demised Premises for its
      occupancy, provided that such work does not interfere with the timely completion
      of Landlord’s Work. Such entry shall be on all the terms of this Lease
      applicable during the Term other than the payment of Base Rent.





2.05.
      If
      Landlord is unable to give Tenant possession of the Demised Premises by August
      15, 2006, Landlord shall not be subject to any liability for failure to give
      possession and the validity of this Lease shall not be impaired, nor shall
      the
      same be construed to extend the Term, but the Commencement Date shall be the
      date when Landlord shall have given Tenant notice that the Demised Premises
      are
      ready for occupancy. If Landlord gives Tenant possession of the Demised Premises
      after August 15, 2006, and provided that such delay is not caused by Tenant’s
      failure to promptly submit and/or approve plans and specifications for
      Landlord’s Work or Tenant’s Work (if any) or by Tenant’s selection of a
      non-Building standard item that is not immediately available, then the Rent
      Commencement Date shall be extended by two (2) additional days for each day
      beyond August 15, 2006 that Landlord’s Work is not substantially completed as
      defined in Section 2.03.


4





2.06.
      Tenant may renew this Lease for one additional term of five (5) years (“Renewal
      Term”), to commence upon the expiration of the Term, provided that Tenant is not
      in default hereunder on the expiration date of the Term, or on the date that
      Tenant shall give notice of its election to renew this Lease. Tenant shall
      exercise the renewal option by giving Landlord written notice of its election
      to
      do so at least nine (9) months before the Term expires. The Renewal Term shall
      be upon the same terms and conditions provided in this Lease, except for (i)
      Base Rent, which shall be ninety-five (95%) percent of fair market value for
      the
      first Lease Year of the Renewal Term, but in no event less than the Base Rent
      payable by Tenant in the last year of the Term, with annual increases of $1.00
      per R.S.F. for each remaining year of the Renewal Term and (ii) the Base Year
      for Taxes and the Base Year for Operating Expenses, which shall be readjusted
      as
      set forth in the Lease Summary. If the parties cannot agree upon fair market
      value, it shall be determined by two (2) independent brokers, one chosen by
      Tenant and one chosen by Landlord, provided that neither broker has represented
      Tenant or Landlord in the preceding two years. In the event that such brokers
      shall be unable to agree on fair market value, they shall choose a third broker
      who, together with the other two brokers, shall jointly determine fair market
      value.





2.07.
      Tenant shall have the one-time option to terminate this Lease upon the
      expiration of the fifth Lease Year, by (i) giving Landlord written notice
      thereof not less than nine (9) months prior to the termination date and (ii)
      paying to Landlord with its written notice the sum of $28,126.00. This payment
      represents the agreed upon liquidated damages for early termination of this
      Lease. Tenant shall not have the right to exercise this option if it is in
      default under this Lease beyond any applicable notice and cure period at the
      time that the required written notice is given by Tenant, or at any time
      thereafter prior to the termination date.





**ARTICLE
      3. BASE RENT**




3.01.
      The
“Rent Commencement Date” shall be the date specified in the Lease Summary.
      During the Term, commencing on the Rent Commencement Date, Tenant shall pay
      to Landlord
      Base Rent for each Lease Year at the rate specified in the Lease Summary,
      without notice, demand, abatement, set off or counterclaim, at the office of
      Landlord indicated above, or at such other place as Landlord may designate
      in
      writing, in equal monthly installments in advance on the first day of each
      month, except the first month’s installment of Base Rent shall be payable upon
      the execution of this Lease. If the Rent Commencement Date shall occur on a
      day
      other than the first day of a calendar month, the Base Rent shall be prorated
      for the period from the Rent Commencement Date to the last day of such calendar
      month.




5


3.02.
      Beginning on the Commencement Date, Landlord will pay the base rent and
      additional rent for the remaining term of Tenant’s lease (“Stub Rent”) at 1960
      Bronson Road, Fairfield, CT, which lease expires on December 31, 2006. Prior
      to
      the Commencement Date, Tenant shall substantiate the Stub Rent by giving
      Landlord copies of its lease and recent rent bills. In no event shall Landlord’s
      liability for Stub Rent exceed $84,375.00. Such payments shall be made from
      an
      escrow account created on or before the Commencement Date. If the Stub Rent
      on
      the Commencement Date is for a period of less than six (6) months, then in
      addition to paying the Stub Rent, Landlord also shall give Tenant a credit
      for
      the amount of Stub Rent representing the difference between the Stub Rent owing
      on the Commencement Date and six months’ Stub Rent, which credit shall be
      applied against the Base Rent due under this Lease. In no event shall Landlord
      be responsible for more than six (6) months of Tenant’s Stub Rent. Landlord
      shall indemnify Tenant for any damages, claims, charges and expenses, including
      reasonable attorneys’ fees, which may be incurred by or asserted against Tenant
      by reason of Landlord’s breach of the obligations set forth in this Section
      3.02.





**ARTICLE
      4. ADDITIONAL RENT**





4.01.
      In
      addition to the Base Rent, Tenant shall pay to Landlord as Additional Rent
      any
      and all other sums provided in this Lease to be paid by Tenant to Landlord.
      Notwithstanding any terms contained in Article 3 of this Lease, Tenant’s
      obligation to pay Additional Rent shall commence upon the Commencement Date.
      Additional Rent shall be paid without demand, abatement, set off or
      counterclaim, at the office of Landlord indicated above, or at such other place
      as Landlord may designate in writing, within thirty (30) days after Landlord
      shall have rendered and Tenant shall have received a bill on account thereof.
      The nonpayment of Additional Rent shall entitle Landlord to exercise all rights
      and remedies as are provided in the case of nonpayment of Base Rent.





4.02.
      Tenant shall pay that percentage set forth in the Lease Summary as “Tenant’s Tax
      Share”, of the excess, if any, of the Taxes for each Lease Year after the Base
      Year over the Taxes for the Base Year specified in the Lease
      Summary.




4.03.
      Tenant shall pay that percentage set forth in the Lease Summary as “Tenant’s
      Share” of Operating Expenses of the excess, if any, of the Operating Expenses
      for each Lease Year after the Base Year over the Operating Expenses for the
      Base
      Year specified in the Lease Summary.





4.04. Landlord
          may elect to bill Tenant monthly on account of Additional Rent by
          reason
          of Taxes and/or Operating Expenses, in amounts equal to 1/12th of Landlord’s
          reasonable estimate of the amount of such Additional Rent to be incurred
          for the
          current Lease Year, and in such event, Tenant shall pay such monthly bills
          within ten (10) business days of receipt. Promptly
          after actual Additional Rent for such Lease Year shall have been determined,
          Landlord shall reconcile the amounts paid on account thereof with the actual
          amount of such Additional Rent and render a statement to Tenant. Upon request,
          Landlord shall, at Tenant’s sole cost and expense (except if the audit reveals
          overcharges exceeding 5%, Tenant’s reasonable audit expenses shall be reimbursed
          by Landlord), provide Tenant with copies of invoices or other documentary
          evidence in support of Landlord’s statement for Operating Expenses, but in no
          event more than once annually. Any underpayment shall be paid within thirty
          (30)
          days of such statement or Landlord may request Tenant to include such
          underpayment in the Base Rent next due. Any over-payment shall be credited
          against the Rent next due.


6





**ARTICLE
      5. ELECTRICITY**





5.01.
      Landlord shall supply electricity to the Demised Premises on a submetered basis.
      Tenant shall pay to Landlord, on a monthly basis, as Additional Rent, the
      amounts determined by the submeter installed for the purpose of measuring the
      electric consumption of the Demised Premises, calculated by applying to Tenant’s
      measured electrical demand and consumption 100% of the public utility rate
      schedule then applicable to Landlord for purchase of electricity for the
      Building. Where more than one submeter measures the service to Tenant, the
      service rendered through each submeter may be computed and billed separately
      to
      Tenant. Bills for electric energy shall be rendered at such times as Landlord
      may elect and such amount shall be paid by Tenant as Additional Rent within
      ten
      (10) business days from the date Landlord invoices Tenant for such charges.
      Upon
      request, but in no event more than once annually, Landlord shall, at Tenant’s
      sole cost and expense, furnish to Tenant copies of public utility invoices
      and
      any other documents used by Landlord to compute Tenant’s usage of
      electricity.





5.02.  Notwithstanding
      any provision set forth in this Article 5, Landlord shall make reasonable
      efforts to supply electricity to the Demised Premises on a direct metered basis.
      Tenant shall pay the cost of installing and maintaining the meter, and the
      costs
      of such service shall be paid directly by Tenant to the public utility provider.
      A default by Tenant in the payment of its electric bills beyond any applicable
      notice by Landlord and cure period under Section 17.01 shall be deemed a default
      by Tenant under this Lease.





5.03.
      Tenant agrees at all times that its use of electric current shall not exceed
      the
      capacity of existing feeders to the Buildings or the risers or wiring
      installation. Tenant shall make no electrical installations, alterations,
      additions or changes to electrical equipment or appliances without the prior
      written consent of Landlord in each instance. Tenant shall at all times comply
      with the rules, regulations, terms and conditions applicable to service
      equipment, wiring and requirements of the utility supplying electricity to
      the
      Building. If, in Landlord’s reasonable judgment, Tenant’s electrical
      requirements necessitate installation of additional risers, feeders or other
      proper and necessary equipment, and if Landlord has approved such installation,
      the same shall be installed by Landlord at Tenant’s sole expense, which shall be
      chargeable and collectible as Additional Rent and paid within ten (10) business
      days after rendition of a bill to Tenant therefor. Landlord shall not be liable
      in any way to Tenant for any failure or defect in the supply or character of
      electrical service furnished to the Demised Premises by reason of any
      requirement, act or omission of the utility serving the Building or for any
      reason not attributable to Landlord.


7


**ARTICLE
      6. USE AND COMMON AREAS**




6.01.
      Tenant shall use the Demised Premises for the purpose specified in the Lease
      Summary and for no other purpose, and subject to the Rules and Regulations
      attached hereto as Exhibit “C”.




6.02.
      Tenant, its employees, agents, customers and invitees, shall have the
      non-exclusive right for and during the Term to use the Common Areas, as from
      time to time constituted, in common with Landlord and all others to whom
      Landlord has granted or may hereafter grant rights, and their employees, agents,
      customers and invitees, subject to such changes in the Common Areas and to
      such
      reasonable rules and regulations as Landlord may from time to time make or
      promulgate. Tenant shall not at any time interfere with the rights of other
      tenants and occupants and their respective employees, agents, customers and
      invitees or any others whom the Landlord has granted or may hereafter grant
      rights, to use any part of the Common Areas. Landlord may, at any time and
      from
      time to time, close any Common Areas to make repairs or changes therein, to
      effect construction, repairs or changes within the Building, to preclude a
      claim
      of title by adverse possession, and may do such other acts in and to the Common
      Areas as in ** its
      sole
      judgment may be desirable to improve the convenience thereof.




6.03.  Landlord
      shall reserve ten (10) parking spaces, five (5) located in the parking area
      in
      the front of the Building and five (5) located in the parking area in the rear
      of the Building, for the exclusive use by Tenant, its principals, officers
      and
      employees. Such spaces shall be as close as possible to the Building. In
      addition to the reserved parking spaces, Tenant, its employees, agents,
      customers and invitees shall have the non-exclusive right for and during the
      Term to use the parking areas of the Building, as from time to time constituted,
      in common with Landlord and all others to whom Landlord has granted or may
      hereafter grant rights, and their employees, agents, customers and invitees,
      subject to such reasonable rules and regulations as Landlord may from time
      to
      time promulgate. Tenant’s non-exclusive right to use the parking areas of the
      Building will be on a non-reserved, “first come, first served” basis and no
      overnight parking shall be permitted. During the Term, no additional charge
      shall be imposed upon Tenant, its employees, agents, customers and invitees
      for
      their use of the parking areas of the Building.





6.04.
      Tenant shall keep the Demised Premises free of hazardous substances/materials
      as
      defined by applicable federal, state or local laws and not cause or permit
      the
      Demised Premises to be used to generate, manufacture, refine, transport, treat,
      store, handle, dispose, produce or process hazardous substances/materials except
      in compliance with all applicable federal, state or local laws or regulations.
      Tenant shall be responsible and pay for all costs of segregating, packaging,
      treating, transporting and disposing of all hazardous or infectious waste
      generated by Tenant at or from the Building. All hazardous or infectious waste
      shall be identified, segregated, measured, stored and disposed of by Tenant
      in a
      manner that complies with all federal, state and local
      laws or regulations applicable to hazardous or infectious waste. None of the
      Common Areas may be used by Tenant for the storage or disposal of hazardous
      or
      infectious waste. Landlord represents that on the Commencement Date, the Demised
      Premises will be free of hazardous substances/materials as defined by applicable
      federal, state or local laws.




8




**ARTICLE
      7. UTILITIES AND SERVICE**





7.01.
      Landlord shall furnish hot and cold water in the public lavatories located
      on
      the floor(s) on which the Demised Premises are located, and shall furnish
      separately metered hot and cold water to the Demised Premises if the Demised
      Premises include plumbing fixtures. The installation of the meter shall be
      at
      Landlord’s expense.




7.02.
      Landlord shall furnish heat and cooling to the Demised Premises through a
      separate HVAC system which, prior to installation, shall be subject to
      reasonable review by Tenant’s engineers. Tenant’s consumption of heat shall be
      measured by submeter and calculated by applying to Tenant’s consumption 100% of
      the public utility rate schedule then applicable to Landlord for purchase of
      gas
      for the Building. Bills for heat shall be rendered at such times as Landlord
      may
      elect, and such invoices shall be paid by Tenant as Additional Rent within
      ten
      (10) business days of Tenant’s receipt thereof. Tenant’s consumption of
      electricity for air conditioning shall be measured and payable as set forth
      in
      Section 5.01.





7.03.
      Landlord shall furnish automatic, non-attended elevator service for the Demised
      Premises in common with other tenants in the Building.





7.04.
      Landlord shall furnish electrical energy to the Demised Premises for ordinary
      small office machines, PC’s, lighting fixtures for use during typical business
      hours, a microwave, refrigerator and coffee machines. Tenant shall not connect
      any machines that exceed the capacity of the electrical system serving the
      Demised Premises or dissipate heat in excess of that for which the HVAC system
      is designed, and agrees that the connected load in the Demised Premises shall
      not in the aggregate exceed 5 watts at 120 volts single phase per rentable
      square foot, exclusive of air conditioning, except with the prior written
      consent of Landlord.





7.05.
      It
      is understood that if any services to be provided by Landlord are interrupted
      by
      reason of accident, construction or any other reason (other than the intentional
      misconduct or negligence of Landlord), such interruption shall not be deemed
      a
      constructive eviction, Landlord shall not be liable in damages to Tenant, and
      Tenant shall not be entitled to an abatement of


Rent.
      However, Landlord shall use reasonable efforts to promptly and diligently
      restore service and take all steps reasonably necessary to minimize the
      deprivation of services to Tenant.





**ARTICLE
      8. REPAIRS AND MAINTENANCE**




8.01.
      Throughout the Term, Tenant shall, at its own cost and expense, be responsible
      for all non-structural repairs within the Demised Premises and any Structural
      repairs to the Demised Premises or Building or Building systems caused by
      actions or omissions of Tenant, its employees,
      agents or invitees. Tenant shall bear all costs of light bulbs for use in the
      Demised Premises. Subject to Tenant’s Share of Operating Expenses, Landlord
      shall be responsible for Structural repairs within the Demised Premises or
      to
      the Building, except for those necessitated by actions or omissions of Tenant,
      its employees, agents or invitees. Tenant shall, at its sole cost and expense,
      maintain the HVAC units that solely service the Demised Premises, but Landlord
      shall, at its sole cost and expense, replace such HVAC units, if
      necessary.


9





8.02.
      Landlord shall provide cleaning in the Demised Premises, including the cleaning
      of exterior windows, in accordance with the cleaning specifications attached
      hereto as Exhibit “D.” Tenant shall not clean, nor require, permit or allow any
      exterior window in the Demised Premises to be cleaned from the outside.





8.03.
      Landlord shall maintain, or cause to be maintained, the Common Areas and parking
      areas in good order and repair, including removal of snow from all outdoor
      areas
      and walkways in accordance with sound management practices of comparable
      buildings.





**ARTICLE
      9. ASSIGNMENT AND SUBLETTING**




9.01.
      Tenant may not assign its interest in all or part of the Demised Premises,
      nor
      sublease all or part of the Demised Premises or permit any other person to
      use
      or share any space therein, without the prior written consent of Landlord in
      each case, which consent shall not be unreasonably withheld. Tenant shall pay
      Landlord’s reasonable attorneys’ fees and other reasonable expenses for
      reviewing and documenting any requested assignment or sublease, regardless
      of
      whether Landlord consents thereto. It shall not be deemed unreasonable for
      Landlord to withhold consent to an assignment or sublease of this Lease if
      the
      proposed assignee/subtenant shall have a net worth less than the Tenant or
      if
      the use for which the proposed assignee or subtenant would employ the Demised
      Premises would violate the Building’s Rules and Regulations, or any then
      existing exclusive use provisions contained in other leases for the
      Building.





9.02.
      For
      purposes of this Lease, if Tenant shall be other than a natural person, the
      term
“assignment” shall be deemed to include the sale or other transfer of a majority
      of the shares or other equity
      interests in Tenant, in one transaction or a series of related transactions,
      and
      shall include any event which by operation of law vests this leasehold interest
      in any person other than the person named as Tenant in the Lease Summary.





9.03.
      Notwithstanding anything contained herein to the contrary, and provided that
      Tenant is not in default under this Lease, Tenant may, without the consent
      or
      approval of Landlord, assign this Lease or sublease any portion of the Demised
      Premises to an entity that is the result of a merger or consolidation with
      Tenant, or to an entity under the common control of Tenant. Tenant shall give
      Landlord notice of any assignment or sublease covered by this Section 9.03
      and a
      copy of the assignment or sublease agreement.




10


9.04.
      No
      consent by Landlord to any assignment or sublease (including an assignment
      or
      sublease permitted by Section 9.03) shall be deemed to release Tenant from
      its
      obligations under this Lease.





9.05.
      Whenever Tenant shall request Landlord’s consent to an assignment of this Lease
      or a subletting of the Demised Premises or a portion thereof, Tenant shall
      be
      deemed to have offered to terminate the Term (or, if less than ** all
      the
      Demised Premises is to be sublet, then such offer shall be deemed to be for
      the
      termination of this Lease as to the portion of the Demised Premises proposed
      to
      be sublet). At any time within thirty (30) days after Tenant shall have made
      such request and furnished to Landlord all information regarding the proposed
      transaction and the proposed assignee or subtenant as Landlord reasonably
      requests, including all consideration to be paid in connection therewith,
      Landlord may elect, by giving notice to Tenant, to terminate the Term or to
      terminate this Lease as to that portion of the Demised Premises to be sublet,
      as
      the case may be, effective on the date on which such assignment or sublease
      was
      to become effective. In case of a partial termination, the expense of lawfully
      dividing the space shall be borne by Tenant. Notwithstanding the foregoing,
      Landlord shall not have the right to terminate the Lease if Tenant withdraws
      its
      request for Landlord’s consent to a proposed assignment or sublease by written
      notice to Landlord within five (5) business days of Landlord’s denial of such
      request.





9.06.
      Tenant shall indemnify Landlord from and against any claim brought by any
      broker, or by any assignee or subtenant, in any such transaction proposed by
      Tenant.





9.07.  Tenant
      shall not advertise for the purpose of assigning or subletting the Demised Premises.
      Tenant shall not negotiate with, assign or sublease to any other tenant or
      occupant in the Building, or any potential tenant with whom Landlord is
      negotiating or with whom Landlord


or
      Landlord’s agent has dealt within the twelve (12) months immediately preceding
      Tenant’s request for Landlord’s consent to any such assignment or
      sublease.





**ARTICLE
      10. WORK BY LANDLORD**




10.01.
      Tenant shall take the Demised Premises in its “as is” condition on the date of
      this Lease, except for Landlord’s Work to be performed by Landlord, as shown on
      Exhibit “B” attached hereto. Space planning for a test fit shall be performed by
      Tenant’s architect, at Tenant’s sole cost and expense. Landlord shall pay for
      and perform construction for Landlord’s Work and pay all architect and
      engineering fees in connection with Landlord’s Work, except for the space
      planning fees of Tenant’s architect.





**ARTICLE
      11. COMPLIANCE WITH LAWS AND INSURANCE**




11.01.
      Tenant shall, at its own cost and expense, execute and comply with all notices,
      orders, rules, regulations, requirements, ordinances and laws of the village,
      town, county, state and federal governments, and/or each and every department,
      bureau and office thereof, to the extent that any such notices, rules, orders,
      regulations, requirements, ordinances or laws at any time issued and enforced
      shall be applicable to the interior of the Demised Premises and to the use
      and
      occupancy thereof, provided, however, that Tenant shall not be responsible
      for
      Structural repairs, unless the Structural repair is necessitated by the actions
      or omissions of Tenant, its employees, agents, or invitees. Landlord shall
      comply with requirements of the Americans with Disabilities Act of 1990 that
      pertain to the Demised Premises and any other laws applicable to the Building
      (excluding, however, those applicable to the interior of the Demised Premises
      or
      to Tenant’s use and occupancy thereof).


11


**ARTICLE
      12. SIGNS**





12.01.
      Landlord shall furnish and install, at Landlord’s sole cost and expense, the
      Building tenant standard signage on the entrance door to the Demised Premises.
      Landlord shall provide Tenant one listing on its lobby directory and one listing
      on the directory on the floor on which the Demised Premises are located. Tenant
      shall not erect any signs on the exterior of the Demised Premises or on any
      exterior windows without Landlord’s consent.





**ARTICLE
      13. INSURANCE**





13.01.
      Tenant agrees to obtain and maintain during the Term commercial general public
      liability and property damage insurance written on an occurrence form, naming
      Landlord as additional insured, insuring against liability thereunder in a
      single limit amount of not less than Three Million Dollars ($3 **,** 000,000)
      combined single limit, including bodily injury, property damage, personal injury
      and contractual coverage against the liability assumed under this Lease. Such
      insurance shall be written by insurance companies which are licensed and
      authorized to do business in the State of Connecticut and rated no less than
      A-7
      by Bests. In no event shall the limits of said insurance be considered as
      limiting the liability of Tenant under this Lease. Such insurance shall cover
      claims made by or on behalf of any person, firm or corporation and arising
      from,
      related to, or connected with, the conduct and operation of Tenant’s operations
      within or around the Building. Said insurance policy shall also provide that
      at
      least thirty (30) days prior written notice shall be given to Landlord of any
      cancellation, material change or non-renewal thereof. The policy or policies,
      or
      duly executed certificates for the same, together with satisfactory evidence
      of
      payment of premiums thereon, shall be deposited with Landlord prior to the
      Commencement Date, and evidence of renewals thereof shall be deposited with
      Landlord not


less
      than
      seven (7) business days prior to the expiration thereof. If Tenant fails to
      comply with such requirement, Landlord may obtain such insurance and keep the
      same in effect, and Tenant shall pay Landlord upon demand as Additional Rent,
      the cost thereof.




13.02.
      Any loss or damage by theft, fire or the elements or any other cause, to the
      contents of the Demised Premises, including all trade fixtures and furniture,
      and all other personal property belonging to Tenant, shall be at the sole risk
      of Tenant. Tenant agrees to obtain and maintain during the Term “All Risk” or
“Special Form” insurance in an amount equal to the replacement cost of all
      furnishings, and trade fixtures, within the Demised Premises, such amounts
      to be
      reviewed at least every three years and revised to reflect then current costs. Landlord
      shall be named as additional insured in such policy as respect to Landlord’s
      interest in leasehold improvements. Said policy shall also provide that at
      least
      thirty (30) days prior written notice shall be given to Landlord of any
      cancellation, amendment or non-renewal thereof. Tenant shall provide Landlord
      with a certificate evidencing such coverage, and evidence of renewals thereof
      shall be deposited with Landlord not less than seven (7) business days prior
      to
      the expiration of the terms of such policy. If Tenant fails to comply with
      such
      requirement, Landlord may obtain such insurance and keep the same in effect
      and
      Tenant shall pay Landlord, upon demand, as Additional Rent, the cost thereof.


12


13.03.
      Tenant agrees to obtain and maintain during the Term workers’ compensation
      insurance insuring against and satisfying Tenant’s obligations and liabilities
      under the workers’ compensation laws of Connecticut.





13.04.
      Each party (a “damaged party”) hereby releases the other party (the “other
      party”) from any liability to the damaged party on account of any damage to the
      property of the damaged party arising out of any casualty or other loss included
      within a standard form of “all-risk” insurance even if such damage is the result
      of the fault or negligence of the other party; provided, however, that if the
      damage is covered by an insurance policy actually maintained by the damaged
      party and the release provided by this sentence would invalidate or be in
      conflict with such policy and such policy was purchased by the damaged party
      in
      compliance with the following paragraph, then such release shall be inapplicable
      to the damage covered by such policy.




No
      party
      (the “procuring party”) shall obtain or accept any insurance policy which would
      be invalidated by or would conflict with the release provided for in the prior
      paragraph (a “policy without waiver”) unless a policy which would not be so
      invalidated and would not conflict with such release (a “policy with waiver”)
      (i) is unobtainable and the procuring party has so notified the other party,
      or
      (ii) is obtainable but only at a premium in excess of that payable for a policy
      with waiver and the procuring party has so notified the other party (including
      in its notice a statement of the amount of the additional premium) and the
      other
      party within 30 days of its receipt of such notice fails to offer to pay such
      additional premium (or, if the other party is Tenant, Tenant’s Tax Share
      thereof).





13.05.
      If
      Tenant shall use the Demised Premises in a manner other than that permitted
      in
      this Lease and as a result Landlord is required to pay an increased premium
      for
      insurance, Tenant will reimburse Landlord for such increase. Landlord agrees
      to
      obtain and maintain throughout the Term such additional insurance against such
      perils and in such amounts as may be reasonably required by prudent owners
      of
      properties similar in type to the Building in Fairfield County,


including
      at a minimum insurance against casualty and similar risks in the full
      replacement value of the Building.




**ARTICLE
      14. LATE CHARGES**





13




14.01.
      If
      Tenant fails to pay Landlord any installment of Base Rent or Additional Rent
      when due, such overdue payment shall bear interest at the Lease Interest Rate
      from the date it was due until paid, and if such failure shall continue for
      ten
      (10) business days after written notice, then Tenant agrees to pay Landlord,
      as
      liquidated damages for such failure, a late charge of four ($.04) cents for
      each
      dollar ($1.00) of such installment.





**ARTICLE
      15. CASUALTY**


15.01.
      If
      the Demised Premises shall be damaged by fire or other casualty, then unless
      Landlord shall elect to terminate the Term as provided in Section 15.02,
      Landlord shall repair and restore the Demised Premises to the extent that
      proceeds of casualty insurance are available therefor and promptly after receipt
      of such insurance proceeds. To the extent the Demised Premises
      shall have been rendered untenantable by such damage, Rent shall abate until
      Landlord has completed such repair and restoration.





15.02.
      If
      the Demised Premises are damaged by fire or other casualty in the last twelve
      (12) months of the Term, if at any time the Demised Premises shall be rendered
      substantially untenantable by fire or other casualty, or if the Building shall
      be so damaged by fire or other casualty that substantial restoration shall,
      in
      Landlord’s judgment, be required (whether or not the Demised Premises shall have
      been damaged by such fire or other casualty), then in any such event Landlord
      may elect to terminate the Term by giving Tenant notice within 120 days after
      the date of such fire or other casualty.





15.03.
      If
      the Demised Premises are rendered substantially untenantable by fire or other
      casualty in the last twelve (12) months of the Term, Tenant may elect
      to
      terminate the Term by giving Landlord notice within twenty (20) days of the
      date
      of such fire or other casualty. If at any time Landlord has not repaired or
      restored the Demised Premises within 120 days of the date of any fire or other
      casualty, subject to extensions of up to ninety (90) days due to causes beyond
      Landlord’s reasonable control, then Tenant may elect to terminate the Term by
      giving Landlord notice within twenty (20) days after such 120-day period as
      such
      period may have been extended; provided, however, that if Landlord notifies
      Tenant that the anticipated date of completion of such repair and restoration
      will be a date after the aforesaid deadline, then the time for Tenant to
      exercise its right to terminate under this Section 15.03 shall expire twenty
      (20) days after Landlord’s notice is given.





**ARTICLE
      16. BANKRUPTCY**





16.01.
      Should Tenant at any time during the Term become insolvent, make a transfer
      in
      fraud of creditors, make a general assignment for the benefit of creditors,
      admit in writing its inability to pay its debts as they become due, file or
      suffer to be filed a petition in bankruptcy against it, or should a receiver
      or
      trustee be appointed for Tenant’s property and said appointment shall not be
      vacated within ninety (90) days thereafter, or should Tenant’s leasehold
      interest be levied on and the lien thereof not discharged within ninety (90)
      days after the said levy has been made, then upon the happening of any of the
      events set forth in this paragraph, Landlord shall have the right, at its
      election, to consider the same a material default on the part of Tenant, and
      terminate the Term as in the case of a violation by the Tenant of any of the
      terms, covenants, and conditions of this Lease.




14


**ARTICLE
      17. DEFAULTS**





17.01.
      If
      (i) Tenant shall default in the payment of Rent as and when due hereunder,
      and
      such default shall continue for a period of three (3) business days after
      written notice of such default from Landlord (provided, however, that Landlord
      shall not be obligated to give such notice to Tenant more than twice in any
      Lease Year, and any default in the payment of Rent thereafter shall be deemed
      to
      occur three (3) business days from the date it was due without such notice),
      or
      (ii) Tenant shall default in fulfilling any other obligation, provision,
      condition or covenant of this Lease, and such default shall continue for a
      period of thirty (30) days after written notice thereof from Landlord specifying
      such default, (iii) the Demised Premises shall become vacant or deserted, or
      (iv) any execution or attachment shall be issued against Tenant or any of its
      property whereupon the Demised Premises shall be taken or occupied or attempted
      to be taken or occupied by some one other than Tenant and the same shall not
      be
      bonded or dismissed or discharged as promptly as may be under circumstances
      then, and in any such event, Landlord may give ten (10) business days written
      notice of intention to end the Term, and then upon the expiration of said ten
      (10) business days, the Term shall expire as fully and completely as if that
      day
      were the day definitely fixed herein for the expiration of the Term, and Tenant
      shall quit and surrender the Demised Premises to Landlord, but Tenant shall
      remain liable as hereinafter provided.





17.02.
      If
      the notices provided in the above paragraph shall have been given and the Term
      shall expire as aforesaid, then Landlord may, pursuant to legal process, if
      any
      be applicable, re-enter the Demised Premises, either by force or otherwise,
      and
      dispossess Tenant and the legal representatives of Tenant, or other occupants
      of
      the Demised Premises, by summary proceeding or otherwise, and remove their
      effects and hold the Demised Premises as if this Lease had not been made.





17.03.
      In
      case of such default, re-entry, expiration and or dispossess by summary
      proceedings or otherwise, (i) the Rent shall become due thereupon and be paid
      up
      to the time of such reentry, dispossess or expiration, together with such
      expenses as Landlord may incur for legal expenses,
      reasonable attorneys’ fees, brokerage and/or putting the Demised Premises in
      such condition as Landlord may determine is advisable or necessary good order
      for re-rental, (ii) Landlord may re-let the Demised Premises or any part or
      parts thereof, either in its own name or otherwise, for a term or terms which
      may, at its option, be shorter or longer than the period which would otherwise
      have constituted the remainder of the Term of this Lease to such extent as
      Landlord, in Landlord’s reasonable judgment, considers advisable and necessary
      to re-let the same; and (iii) Tenant, or its successors, shall also pay
      Landlord, any deficiency between the Rent, and the net amount, if any, of the
      rents collected on account of the lease or leases of the Demised Premises for
      each month of the period which would otherwise have constituted the remainder
      of
      the Term. Any such deficiency shall be paid in monthly installments on the
      first
      day of each calendar month, and any suit brought to collect the amount of the
      deficiency for any month shall not prejudice in any way the rights of Landlord
      to collect the deficiency for any subsequent month by a similar proceeding.




15


17.04.
      Whether or not Landlord shall have collected any monthly deficiency as
      aforesaid, Landlord shall be entitled, at its option, to elect to recover from
      Tenant, and in such event Tenant shall pay to Landlord on demand in lieu of
      any
      further such deficiency, as liquidated damages **,** a
      sum
      calculated as follows: the excess, if any, of (i) the aggregate Rent which
      would
      have been payable by Tenant under this Lease (conclusively presuming the
      Additional Rent to be at the same rate as was payable for the twelve (12) months
      immediately preceding such re-entry by Landlord) for the period commencing
      with
      the last date to which Rent was paid (less any such deficiency collected) and
      ending on the date set for the expiration of the Term had this Lease not been
      terminated or Landlord not re-entered the Demised Premises, over (ii) the
      aggregate rental value of the Demised Premises for the same period, both
      discounted to their present value at 4% per annum. Nothing herein shall be
      construed as limiting the recovery by Landlord against Tenant of any sum or
      damages to which, in addition to the deficiency or damages described above,
      Landlord may be entitled by reason of any default of Tenant under this Lease
      prior to such re-entry. Landlord shall make reasonable efforts to mitigate
      its
      damages upon a default by Tenant under this Lease.





17.05.
      Landlord, at its option, may make such alterations in the Demised Premises
      as in
      Landlord’s judgment are advisable or necessary for the purpose of re-letting the
      Demised Premises, and the making of such alterations shall not operate or be
      construed to release Tenant from any liability hereunder. In the event of a
      breach or threatened breach by Tenant of any of the covenants or provisions
      hereof, Landlord shall have the right of injunction and the right to invoke
      any
      remedy allowed at law or in equity as if re-entry, summary proceedings and
      other
      remedies were not herein provided for. Mention in this Lease of any particular
      remedy shall not preclude Landlord from any other remedy in law or equity.
      Tenant hereby expressly waives **** any
      and
      all rights of redemption granted by or under any present or future laws in
      the
      event of Tenant being evicted or dispossessed, for
      any
      just cause, or in the event of Landlord obtaining possession of the Demised
      Premises by reason of the violation by Tenant of any of the covenants and
      conditions of this Lease or otherwise.





**ARTICLE
      18. EMINENT DOMAIN**





18.01.
      If
      the whole or any part of the Demised Premises shall be taken in any
      condem-nation proceedings or by right of the exercise of eminent domain or
      private purchase in lieu thereof by a public body vested with the power of
      eminent domain, then, the Tenant and all rights of the Tenant hereunder shall
      immediately cease and terminate, and the Rent shall be apportioned and paid
      to
      the date of such termination.





18.02.
      If
      a portion of the Building other than the Demised Premises is so taken, then
      Landlord shall have the right to elect to terminate the Term and all rights
      of
      Tenant hereunder effective on the date specified by Landlord in a written notice
      to Tenant. If a portion of the Building other than the Demised Premises that
      is
      taken materially affects Tenant’s use or occupancy of the Demised Premises,
      Tenant also shall have the right to elect to terminate the Term by thirty (30)
      days written notice to Landlord of such termination. If Landlord shall not
      so
      elect to terminate the Term, then this Lease shall remain unaffected by such
      taking and Landlord shall, to the extent funds are available out of the award
      received, restore the Building to a useable condition and as nearly as
      practicable to its condition prior to such taking.




16


18.03.
      The entire award payable as a result of any such taking shall be the sole
      property of
      Landlord, and Tenant shall have no claim to any such award on account of the
      value of this leasehold estate and shall not be entitled to participate in
      the
      proceeding. Tenant shall be entitled to
      pursue
      any separate award to which the law may entitle Tenant for moving expenses
      and
      like matters that does not reduce the award to Landlord.





**ARTICLE
      19. SURRENDER**




19.01.
      At
      the expiration or sooner termination of the Term, Tenant shall surrender to
      Landlord the Demised Premises vacant, broom clean and in good order and repair
      and safe condition, reasonable wear and tear, damage by casualty and any repairs
      that Tenant is not required to make, excepted. All Alterations shall remain
      upon
      and be surrendered with the Demised Premises, unless Landlord shall elect to
      require Tenant to remove any Alterations and restore the Demised Premises to
      substantially their condition at the Commencement Date. Tenant’s obligation to
      restore shall include any requirements imposed by Landlord’s consent to Tenant’s
      alteration request (Article 25). All furniture, furnishings and trade fixtures,
      including without limitation, murals, carpets, rugs, business machines and
      equipment, apparatus and any other movable property installed by Tenant or
      at
      the expense of Tenant, shall be removed by Tenant and any damage caused by
      such
      removal shall be repaired by Tenant. Any property of Tenant which remains in
      the
      Demised Premises after the expiration of the Term shall be deemed to have been
      abandoned by Tenant and may be retained by Landlord as its property or may
      be
      disposed of in such manner as Landlord may see fit at the expense of Tenant.





19.02.
      In
      the event Tenant fails to timely surrender the Demised Premises as provided
      in
      Section 19.01, Tenant, at the option of Landlord, shall be deemed to be
      occupying the Demised Premises as a tenant from month to month, at a monthly
      Rent equal to one and a half (1.5) times the Rent payable by Tenant in the
      last
      month of the Term. Tenant agrees to indemnify Landlord against all charges,
      costs, fees, expenses, claims and damages incurred by Landlord as a result
      of
      Tenant’s failure to timely surrender the Demised Premises as provided in Section
      19.01, including, without limitation, any claims made by a succeeding or
      prospective tenant founded on such delay.




17


**ARTICLE
      20. NON-LIABILITY AND INDEMNIFICATION**





20.01.
      Tenant shall defend, indemnify and save harmless Landlord and its agents and
      employees against and from any and all liabilities, obligations, damages,
      penalties, claims, costs charges and expenses, including reasonable attorneys’
fees, which may be imposed upon, incurred by or asserted against, Landlord
      and/or its agents or employees by reason of any act, occurrence or omission
      within, or pertaining to, the Demised Premises or the business conducted therein
      during the Term, except if caused by the negligent act, negligent omission
      or
      willful misconduct of Landlord, its agents, employees contractors and/or
      licensees or by reason of Landlord’s breach of this Lease. In case any action or
      proceeding is brought against Landlord by reason of any such claim, Tenant
      upon
      written notice from Landlord shall at Tenant’s expense resist or defend such
      action or proceeding by reputable, competent counsel reasonably approved by
      Landlord, and Landlord shall have the right to direct the defense of such action
      or proceeding.




20.02.
      Landlord shall defend, indemnify and save harmless Tenant and its agents and
      employees against and from all liabilities, obligations, damages, penalties,
      claims, costs, charges and expenses, including reasonable attorneys’ fees, which
      may be imposed upon, incurred by or


asserted
      against, Tenant and/or its agents or employees, by reason of any act, occurrence
      or omission within, or pertaining to, the Building other than the Demised
      Premises, except if caused by the negligent act, negligent omission or willful
      misconduct of Tenant its agents, employees, contractors and/or licensees or
      by
      reason of Tenant’s breach of this Lease. In case any action or proceeding is
      brought against Tenant by reason of any such claim, Landlord upon written notice
      from Tenant shall at Landlord’s expense resist or defend such action or
      proceeding by reputable, competent counsel reasonably approved by Tenant, and
      Tenant shall have the right to direct the defense of such action or proceeding.




20.03.
      Landlord (and its members, managers, beneficial owners, employees and agents)
      shall have no personal liability with respect to this Lease. Tenant agrees
      to
      look solely to the interest of Landlord in the Building, and shall have no
      recourse to any other asset of Landlord for the enforcement of any obligation
      or
      the satisfaction of any liability to Tenant arising under this Lease, the
      relationship of the parties, or any other liability or obligation of Landlord
      to
      Tenant.




20.04.
      Tenant waives any claim for damages against Landlord based on the assertion
      that
      Landlord has unreasonably withheld or unreasonably delayed any consent or
      approval, and Tenant agrees that its sole remedy shall be an action to enforce
      any provision relating to such consent or approval or for specific performance
      or declaratory judgment. This waiver shall not apply to post judgment damages
      resulting from Landlord’s refusal to comply with any judicial determination.





**ARTICLE
      21. ACCESS TO DEMISED PREMISES**





21.01.
      Tenant shall have access to the Demised Premises 24 hours a day 7 days a week
      through the Building’s security system, which shall be furnished by Landlord at
      its sole cost and expense. Landlord, its duly authorized agents and
      representatives, shall have the right to enter into
      and
      upon the Demised Premises, or any part thereof, at all reasonable hours upon
      reasonable notice for the purpose of examining the same or making such repairs,
      alterations or improve- ments to the Demised Premises and/or the Building as
      Landlord may **** deem
      necessary or desirable. Landlord shall have the right, at all reasonable hours
      and upon reasonable notice to Tenant, to show the Demised Premises to actual
      and
      prospective superior lessors, mortgagees or prospective purchasers of the
      Building and, during the last twelve (12) months of the Term, to prospective
      tenants.




18


21.02.
      Tenant’s obligation to pay Rent and to perform all of the covenants hereunder
      shall not be affected or excused because Landlord is unable to supply services
      or grant access to the Building by reason of repairs, replacements, maintenance,
      or the making of capital improve- ments. If the repairs, maintenance,
      alterations, or capital improvements temporarily exclude the Tenant from the
      Demised Premises, Tenant nevertheless shall be obligated to pay rent and to
      perform all of the covenants hereunder. Tenant expressly waives any claims
      to
      constructive eviction by reason of such denial of access. Landlord may, in
      its
      discretion, relocate the Tenant to other space in the Building, at its sole
      cost
      and expense either temporarily to facilitate repairs, replacements, maintenance,
      or the making of capital improvements, or permanently through the remainder
      of
      the Term (if permanently relocated, provided that the new space is substantially
      comparable to the Demised Premises). Notwithstanding the foregoing, if the
      repairs, maintenance, alterations or capital improvements exclude Tenant from
      the Demised Premises for a period of fifteen (15) consecutive business days,
      Tenant shall be entitled to an abatement of Rent until access is
      restored.





**ARTICLE
      22. LANDLORD’S EXPENSES**





22.01.
      If
      Tenant shall be in default of any of its obligations under this Lease, Landlord
      may perform same for the account of Tenant. If Landlord, in connection with
      the
      foregoing, makes any expenditure or incurs any obligation for the payment of
      money, including reasonable attorneys’ fees, in instituting, prosecuting or
      defending any action or proceeding, then Tenant will reimburse Landlord for
      the
      reasonable cost thereof, with interest thereon at the Lease Interest Rate.
      The
      foregoing costs and expenses shall be deemed to be Additional Rent hereunder
      and
      shall be paid by Tenant to Landlord within ten (10) business days of rendition
      of a bill to Tenant therefor.





**ARTICLE
      23. QUIET ENJOYMENT, SUBORDINATION AND ATTORNMENT**





23.01.
      Landlord covenants that, if and so long as Tenant pays all of the Rent due
      here-
      under, and
      keeps
      and performs each and every term, covenant and condition herein contained on
      the
      part and on behalf of Tenant to be kept and performed, Tenant shall lawfully,
      peaceably and quietly
      have, hold and enjoy the Demised Premises without hindrance, ejection or
      molestation by Landlord or by any other person lawfully claiming the
      same.




19


23.02.
      This Lease shall be subordinate and subject to all ground or underlying leases
      and any mortgages thereon and to any mortgages covering the fee of the Building,
      that now or may hereafter affect the Demised Premises, and to all renewals,
      modifications or replacements thereof. If the ground or underlying lessor and
      or
      mortgagee or any successor in interest shall succeed to the rights of Landlord
      under this Lease, whether through possession, surrender, assignment, subletting,
      judicial or foreclosure action, or delivery of a deed or otherwise, Tenant
      will
      attorn to and recognize such successor-landlord as Tenant’s landlord. This
      clause shall be self-operative and no further instrument of attornment and
      recognition shall be required. Landlord shall make commercially reasonable
      efforts to provide Tenant with a non-disturbance and subordination agreement
      from its current lender in such lender’s standard form.




23.03.
      In
      the event of a termination of any ground or underlying lease, or if the
      interests of Landlord under this Lease are transferred by reason of, or assigned
      in lieu of, foreclosure or other proceedings for enforcement of any mortgage,
      or
      if the holder of any mortgage acquires a lease
      in
      substitution therefore, then Tenant will, at the option to be exercised in
      writing by the lessor under such ground lease or by such mortgagee or purchaser,
      assignee or lessee, as the case may be, either (i) attorn to it and will perform
      for its benefit all the terms, covenants and conditions of this Lease on
      Tenant’s part to be performed with the same force and effect as said lessor,
      such mortgagee or purchaser, assignee or lessee, were the Landlord originally
      named in this Lease, or (ii) enter into a new lease with said lessor or such
      mortgagee or purchaser, assignee or lessee, as Landlord, for the remaining
      Term
      of this Lease and otherwise on the same terms and conditions and with the same
      options, if any, then remaining. Tenant hereby appoints Landlord or its
      successors in interest to be Tenant’s attorney-in-fact, irrevocably and coupled
      with an interest,
      to execute and deliver such instrument of attornment, or such new lease, if
      Tenant refuses or fails to do so promptly upon request.





23.04.
      Under no circumstances shall the above described lessor under the ground lease


or
      mortgagee or purchaser, assignee or lessee, as the case may be, whether or
      not
      it shall have succeeded to the interests of the Landlord under this Lease,
      be:





(i)
            obligated
                to do or complete Landlord’s Work in the Demised
                Premises;





(ii)
            liable
                for any act, omission or default of any prior landlord;





(iii)
            subject
                to any offset, claim or defense which Tenant might have against any
                prior
                landlord;




(iv)
            bound
                by any rent or additional rent which Tenant might have paid for more
                than
                one month in advance; or





(v)
            bound
                by any modification, amendment or abridgement of this Lease, or any
                cancellation or surrender of the same, made without its prior written
                approval;





20


(vi)
            liable
                for any Security Deposit, except to the extent actually
                received.





**ARTICLE
      24. ESTOPPEL CERTIFICATE**





24.01.
      Tenant and Landlord agree, at any time and from time to time during the Term,
      upon not less than fifteen (15) days prior **** notice
      from the other, to execute, acknowledge and deliver to the other a statement
      in
      writing addressed to the other and to any lender to such party, containing
      the
      following information:





(i)
            that
                this Lease is in full force and
                effect;




(ii)
            the
                amount of the Rent being paid and the last date(s) to which Base
                Rent and
                Additional Rent have been paid;


(iii)
            that
                this Lease has not been modified, or if it has been modified, the
                terms
                and dates of such modifications;




(iv)
            the
                Commencement Date and the expiration date of the Term, and whether
                the
                Term has commenced;




(v)
            whether
                all work to be performed by Landlord has been completed;




(vi)
            stating
                whether or not the other has knowledge that the requesting party
                is in
                default inthe
                performance of any term or condition contained in this Lease, and,
                if the
                other has knowledge of such a default, specifying each such
                default;




(vii)
            stating
                the address to which notices shall be sent; and





(viii)
            such
                other matters as may****be
                reasonably requested by the requesting
                party.





**ARTICLE
      25. ALTERATIONS**





25.01.
      Tenant shall make no change, alteration, addition, or improvement (collectively,
      “Alterations”) in or to the Demised Premises without Landlord’s consent. If the
      Alterations are not Structural in nature, do not affect the Building systems,
      Common Areas or the appearance of the Building, Landlord’s consent shall not be
      unreasonably withheld or delayed.





25.02.
      Prior to making any Alteration, Tenant shall submit to Landlord for approval
      detailed plans and specifications; obtain Landlord’s approval of the contractors
      to be engaged; obtain all permits required from governmental authority; shall
      provide (and furnish Landlord certificates evidencing) worker’s compensation,
      builder’s risk, comprehensive public liability coverage and insurance covering
      such other matters as Landlord may require, naming Landlord and any lender
      as
      additional insureds; and provide Landlord such bond or other security for the
      payment of the contractors and materialsmen as Landlord shall require. Tenant
      shall cause all work to be performed in a good and workmanlike manner, strictly
      in accordance with the requirements of governmental authorities and insurance
      underwriters recommendations, using


only
      first quality, new materials. The Alterations shall at all times be kept free
      of
      mechanic’s liens and security interests. At the completion of the work, Tenant
      shall furnish Landlord “as built” plans, and any necessary certificates,
      approvals and other necessary “sign offs” from governmental authorities.




21


25.03.
      Tenant shall pay as Additional Rent the amount of Taxes attributable to Tenant’s Alterations
      in the Demised Premises, as such amount may be reasonably inferred from informa-
      tion furnished by the assessor of Taxes.





**ARTICLE
      26. RULES AND REGULATIONS**





26.01.
      Tenant shall abide by and observe the Rules and Regulations attached hereto
      as
      Exhibit “C” and any reasonable modifications and additions to the Rules and
      Regulations as may be promulgated from time to time by Landlord for the
      operation, safety, security and maintenance of the Building, provided that
      the
      same are not inconsistent with the provisions of this Lease, apply to and are
      enforced against all tenants and occupants of the Building, and a copy thereof
      is sent to Tenant. The Rules and Regulations and modifications thereto shall
      not
      violate federal, state or local law.




**ARTICLE
      27. NOTICES**




27.01.
      Any notice, consent, approval, request, bill or demand (collectively, “Notices”)
      provided for in this Lease to be given by either party shall be in writing
      and
      deemed given when sent by certified mail, return receipt requested, or delivered
      by reputable overnight courier, if to Tenant prior to the Commencement Date,
      at
      the address set forth on page one, and after the Commencement Date, at the
      address specified in the Lease Summary, and if to Landlord at c/o Celestial
      Capital Group, Inc., 10 East 40 th Street,
      New York, New York 10016. Either party may designate a new address for Notices
      by giving written notice thereof in the same manner set forth herein.





**ARTICLE
      28. SUCCESSORS AND ASSIGNS**





28.01.
      The obligations of this Lease shall be binding upon and for the benefit of
      the
      parties hereto, their heirs, executors, administrators, successors and/or
      assigns (except to the extent otherwise provided in this Lease). However, the
      obligations of Landlord under this Lease shall not be binding upon Landlord
      herein named with respect to any period subsequent to the transfer of its
      interest in the Building, and in the event of such transfer, said obligations
      shall thereafter be binding upon transferee, but only with respect to
      obligations arising during the period commencing with such transfer and ending
      with a subsequent transfer within the meaning of this Article, and any such
      transferee, by accepting such interest, shall be deemed to have assumed such
      obligations except only as may be expressly otherwise provided elsewhere in
      this
      Lease.




22




**ARTICLE
      29. BROKER**


****


29.01.
      The parties agree that the Broker, if any, specified in the Lease
      Summary **** (collectively, **** the
      “Broker”) is the Broker that brought about this Lease, and Landlord shall pay
      the commission due pursuant to separate agreement. Tenant represents that it
      dealt with no Broker other than **** the
      Broker. Tenant agrees to indemnify and hold Landlord harmless from any damages,
      costs and expenses suffered by Landlord by reason of any breach of the foregoing
      representation.





**ARTICLE
      30. SECURITY DEPOSIT**




30.01.
      The sum specified in the Lease Summary has been deposited by Tenant with
      Landlord as security (the “Security Deposit”) for the full and faithful
      performance by Tenant of each
      and
      every term, provision, covenant and conditions of the Lease. If Tenant defaults
      in respect of any of the terms, provisions, covenants and conditions of this
      Lease then Landlord may, but shall not be required to, use, apply or retain
      the
      whole or any part of the Security Deposit for the payment of any Rent in default
      or for any other sum which Landlord may expend by reason of Tenant’s default,
      including any damages as set forth in Section 17.03 or deficiency in Rent in
      the
      re-letting of the Demised Premises. If Landlord shall so use, apply or retain
      the whole or any part of the Security Deposit, Tenant shall upon demand
      immediately deposit with Landlord a sum equal to the amount so used, applied
      or
      retained in order to restore the Security Deposit to its original
      amount.





30.02.
      If
      Tenant fully and faithfully performs all the terms, provisions, covenants and
      conditions of this Lease, then the Security Deposit, or balance thereof, shall
      be returned to Tenant within fifteen (15) business days after the removal of
      Tenant and surrender of possession of the Demised Premises to Landlord.





30.03.
      The Security Deposit shall be held in an interest-bearing account in a
      FDIC-insured bank in the State of New York. Interest earned on the Security
      Deposit, after Landlord deducts therefrom one percent (1%) of the Security
      Deposit per annum for administration expenses, shall be deemed additional
      Security Deposit, and shall be applied or disbursed to Tenant in the same manner
      as the Security Deposit.





30.04.
      In
      the event of a sale or lease of the Building, Landlord shall have the right
      to
      transfer the Security Deposit to the purchaser or lessee and solely in such
      event, Landlord shall thereupon be released by Tenant from all liability for
      the
      return of the Security Deposit and Tenant shall look solely to the new Landlord
      for the return thereof.





**ARTICLE
      31. ARBITRATION**


23


31.01.
      Whenever a dispute shall arise under this Lease, either party may elect that
      the
      dispute be settled by arbitration. Such election by either party shall be made
      in a written notice to that effect to either party, specifying the nature of
      the
      dispute. The arbitration shall be held in Fairfield County, State of
      Connecticut, in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association or any successor thereto. The decision of the
      arbitrator(s) shall be in writing and shall be final, conclusive and binding
      upon the parties, and a judgment may be obtained thereon in any court having
      jurisdiction. In rendering the decision and awards the arbitrator(s) shall
      not
      vary from the provisions of this Lease, and may not award damages other than
      actual damages. The cost of the arbitration shall be borne by the party as
      against whom the determination and/or award is more adverse, and the
      arbitrator(s) shall be asked to specify such party.




31.02.
      If
      a matter to be determined by arbitration might affect the liability of an
      insurer


under
      any
      of the policies of insurance carried by a party and the insured party so
      notifies the other, then, unless such insurer gives its written consent to
      the
      arbitration, the dispute shall not


be
      determined by arbitration and the parties shall be left to such other remedies
      as they may have.




31.03.
      If
      the dispute to be arbitrated concerns the necessity of paying a sum **** of
      money,
      the duty to make any repair **** (unless,
      in the case of repairs only, such repair is within the Demised Premises, and
      does not affect the Building systems, Structural parts of the Building, or
      the
      exterior or appearance of the Building) or the duty to comply with any
      applicable law or requirement under Section 10.01, then Tenant shall first
      comply with Landlord’s notice to pay said amount, make said repair or comply
      with such requirement before the commencement of such arbitration.




**ARTICLE
      32. WAIVER OF JURY TRIAL**





32.01.
      Landlord and Tenant waive the right to a trial by jury in any action,
      counterclaim, proceeding or litigation arising out of, under or in connection
      with, or related to, the subject matter of this lease. This waiver is knowingly,
      intentionally, and voluntarily made by the parties and each acknowledges that
      the other party nor any person acting on behalf of the other party has made
      any
      representations of fact to induce this waiver of trial by jury or in any way
      to
      modify or nullify its effect. The parties acknowledge that each has been
      represented (or has had the opportunity to be represented) in the signing of
      this Lease and in the making of this waiver by independent legal counsel,
      selected of its own free will, and that it has had the opportunity to discuss
      this waiver with counsel. The parties further acknowledge that they have read
      and understands the meaning and ramifications of this waiver provision.





**ARTICLE
      33. ADDITIONAL SPACE**





33.01.
      Provided that Tenant is not in default under any terms of this Lease at the
      time
      of the exercise of the following right or at the time of the commencement of
      the
      lease of such additional space, if space on the first floor of the Building
      is
      or becomes available, Landlord will first offer the space to Tenant in writing,
      upon the terms and conditions said space would be leased to third parties.
      Tenant shall have thirty (30) days to respond to such written offer. In the
      event Tenant does not agree to lease such space within such thirty (30) day
      period, Landlord shall be free to market such space to third parties. If
      Landlord has granted a right of first offer to lease additional space on the
      first floor of the Building to another tenant or granted to another first floor
      tenant an option to renew its lease (“Superior Tenant”), and such Superior
      Tenant fails to exercise its option on the terms set forth in its lease with
      Landlord, then such Superior Tenant’s right of first offer, or right of renewal,
      as the case may be, shall be subordinate to Tenant’s right of first offer, and
      Landlord shall offer the space to Tenant on the terms provided
      herein.


24





**ARTICLE
      34. MISCELLANEOUS**




34.01.
      This Lease contains the entire agreement between the parties and supersedes
      all
      prior oral and written agreements between them. Tenant acknowledges that it
      has
      not relied upon any statement, representation, written or oral promise,
      undertaking or other matter except as may be expressly set forth in this Lease.
      This Lease may not be modified except by an agreement in writing signed by
      the
      party against whom enforcement of such modification is sought. All personal
      pronouns used in this Lease shall include the other genders, whether used in
      the
      masculine, feminine or neuter gender, and the singular shall include the plural
      and vice versa, whenever the context requires. References in this Lease to
      any
      of the “terms”, “provisions”, “covenants”, “agreements” or “conditions” hereof
      shall be deemed to be a reference to all such phrases. This Lease shall be
      governed by and interpreted under the laws of the State of Connecticut, without
      recourse to the State of Connecticut’s conflicts of law provisions.




34.02.
      Tenant shall not record this Lease. Landlord and Tenant shall, upon the request
      of either, jointly execute, acknowledge and record a notice of this Lease in
      accordance with Section 47-19 of the Connecticut General Statutes. If requested
      by Tenant, Tenant shall prepare and record any such notice at its sole cost
      and
      expense and shall, upon the expiration or earlier termination of this Lease
      and
      without charge to Landlord, execute, acknowledge and deliver to Landlord a
      termination of any such notice in recordable form. Tenant hereby irrevocably
      appoints Landlord as Tenant’s attorney-in-fact, coupled with an interest, to
      execute, acknowledge and deliver such termination for and on behalf of Tenant
      in
      the event that Tenant fails to do so within ten (10) business days of Landlord’s
      request accompanied by the form of such termination.





34.03.
      No
      offer of surrender of the Demised Premises, by delivery to Landlord or its
      agent
      of keys or otherwise, will be binding on Landlord unless expressly accepted
      by
      Landlord in writing or unless such writing is not required pursuant to the
      terms
      of this Lease. No receipt of money by Landlord after the Term shall reinstate,
      continue or extend the Term. No waiver of any provision of this Lease by either
      party will be deemed to imply or constitute a further waiver by such party
      of
      the same or any other provision hereof. The rights and remedies of the parties
      are cumulative and are not intended to be exclusive; nor will the use of one
      be
      taken to preclude the use of another; provided, however, that any matter
      determined in arbitration under this Lease shall be final.




25


34.04.
      No
      payment by Tenant or receipt by Landlord of a lesser amount than the Rent shall
      be deemed to be other than on account of the earliest Rent, nor shall any
      endorsement or statement of any check or any letter accompanying any check
      or
      payment of Rent be deemed an


accord
      and satisfaction or modification of Tenant’s obligation hereunder, or a
      limitation on Landlord’s right to recover the balance of such Rent or pursue any
      other remedy in this Lease.





34.05.
      This Lease may be executed in two or more counterparts, each of which shall
      be
      an original, but all of which shall constitute one and the same
      instrument.





**IN
      WITNESS WHEREOF,** Landlord
      and Tenant duly executed this Lease as of the date first above
      written.




**LANDLORD**:
              14
                MAMARONECK AVENUE
              REINVESTMENT
                ASSOCIATES, LLC
            
            1375
                KINGS HIGHWAY/777
              COMMERCE
                DRIVE ASSOCIATES, LLCBy:
            14
                Mamaroneck Avenue, LLC,
            
            By:
            Celestial
                Real Estate Fund II, LLC,Its
                Sole Member
            
            
            Its
                Sole MemberBy:
            Celestial
                Capital Management II, Inc.,Its
                Manager




By:
            
            
            By:MARK
                ELLMAN, Manager
            
            
            MARK
                ELLMAN, President





**TENANT** :


COMPETITIVE
      TECHNOLOGIES, INC.





By:Name:
                D.J. Freed, Ph.D
              Title:
                President and CEO





**EXHIBIT
      A**





**PLAN
      OF DEMISED PREMISES**


26


**EXHIBIT
      B**





**777
      COMMERCE DRIVE**


**FAIRFIELD,
      CONNECTICUT**





**LANDLORD’S
      WORK LETTER**





I.  **LANDLORD’S
      WORK**





Landlord
      agrees to provide the items of Basic Construction as hereinafter specifically
      defined (or make allowances as indicated) as more fully set forth in the working
      drawings to be prepared by Dennis Noskin Architects upon execution of the Lease,
      subject to the terms and conditions hereinafter provided. Such working drawings
      shall accurately reflect the Plan of Demised Premises set forth as Exhibit
“A”.
      It is understood that any items not stated under the Landlord’s Obligations and
      reflected on the working documents shall be the Tenant’s sole obligations and
      Section II hereof shall control. In the event of any conflict between the items
      set forth in Section I and the working drawings, all specifications set forth
      on
      the working drawings and the Plan of Demised Premises (Exhibit “A”), shall
      control. In the event Tenant shall request a change from the working drawings,
      then Section IV hereof shall control.





1. **Floors**





Landlord
      shall provide Tenant with “Bigelow No Barriers” carpet (nylon broadloom, cut
      pile or loop), glue down installed. Vinyl composition tile may be substituted
      where required (12” x 12” x 1/8” by Armstrong Vinyl Composition Tile or approved
      equal). Base shall be a 4” vinyl cove base (1/8” thick) as manufactured by Roppe
      or approved equal.





2. **Ceilings**




Ceilings
          shall be “Armstrong” (or approved equal) acoustical tile of natural fissured
          mineral fiber 24” x 48” and 12” x 48” (alternating). The existing 9/16” white
          slotted suspended ceiling grid (Silhouette grid as manufactured by Armstrong
          or
          equal) shall be used and remain intact where feasible. New ceiling grid
          of
          similar nature shall be used where required.





3. **Partitions** -
      Allowance of 10 linear feet per 100 square feet of rentable space. Additional
      partitions shall be at Tenant’s expense.





A.
      Partitions between Tenant’s demising walls, public corridors, and common spaces
      shall be 5/8” type “X” gypsum board on both sides of 2 1⁄2” metal studs, 16” on
      center. These partitions shall extend from floor to deck with sound attenuation
      insulation.




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B.
      Partitions within Tenant’s space shall extend from floor to suspended ceiling. Each
      partition shall have 5/8” type “X” gypsum board on both sides of 2 1⁄2” metal
      studs, 24” on center.





C.
      Partitions terminating at building’s exterior wall shall meet window mullion’s
      center line with NO exceptions.





D.
      All
      drywall partitions shall be taped, spackled, and sanded smooth.





E.
      Landlord shall supply and install partitions in accordance with the Connecticut
      State Fire Safety Code and Building Code.




4. **Doors
        and Frames** -
        Allowance of one (1) interior door per 250 per square feet rentable area.
        Additional doors shall be at Tenant’s expense.




Doors
      shall be solid core with red oak veneer (similar wood species and stained as
      existing doors) and measure 1 3/4” thick. Each leaf shall be 3’-0” x 7’-0” flush
      with 16 gauge steel frames as required by applicable codes. Doors within rated
      walls shall have a 1hour label. One entry door measuring 3’-0” x 7’-0” or (2)
      2’-6” x 7’-0” doors shall be provided. Sliding doors, if required, shall be
      hollow core with oak veneer.





5.         **H** **ardware**





Landlord
      shall supply and install ADA (handicapped accessible) latch sets, 1 1⁄2 pair of
      hinges per door leaf (2 pair at entry door), and doors stops. All Tenant
      entrance doors shall be keyed with the master key set of building.





6. **Painting**





All
      partitions shall receive two coats of Benjamin Moore premixed white(s), or
      eggshell flat latex paint. Paint chart will be provided by the Property Manager
      and color shall be selected by the Tenant. Interior door bucks and trim shall
      receive two coats of semi-gloss over a prime coat. Doors shall be finished
      with
      a polyurethane or oil finish leaving the natural oak look. Wall covering is
      additional cost to Tenant.





7. **Blinds**





Building
      Standard metal horizontal blinds shall be supplied and installed on all exterior
      windows by the Landlord.





8. **Heating,
      Ventilation and Air Conditioning**




The
      system design shall be 2’ x 2’-4 way air diffusers
      placed in the suspended ceiling system. Each diffuser shall be placed
      approximately 10’-12’ apart. The system shall provide approximately 20 CFM per
      person of outside air based on an occupancy load of 250 SF per person. All
      work
      shall be performed pursuant to local code and the Connecticut State Fire Safety
      Code and Building Code.




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9. **Electrical**




A.  
      Power




Landlord
      agrees to provide Tenant with power for 5 watts per square foot of
      rentable space which shall include 3 watts for power and 2 watts for 277 volt
      lighting, exclusive of air conditioning.





B.  
      Lighting





Landlord
      shall supply and install:





24”
x
      48”
deep cell parabolic flourescent with (3) F40T8 CW lamps.





Landlord
      shall provide a minimum of 50 footcandles maintained throughout the space.
      The
      fixtures shall be supplied and installed at the Landlord’s expense.




C.   
      Electrical Outlets




1.
      Landlord shall install 2 decoratype duplex outlets
      (or equivalent) for every 100 square foot of individual office and a
      proportionate amount for larger offices.




2.
      Landlord shall supply duplex outlets along interior corridor partitions at
      40
      foot intervals.




3.
          Landlord shall provide one dedicated outlet and a 48” x 48” fire retardant 1⁄2”
plywood for phone room switch mounting. All other dedicated outlets shall
          be
          provided at the Tenant’s expense.





D.  
       Switches





Landlord
      shall supply and install one switch (Decora type) per individual office and
      install open area switches as determined in the construction
      drawings.





10. **Emergency
      Lights and Exit Signs**


Landlord
          shall supply and install emergency lights and exit signs to code and in
          accordance with ADA guidelines.


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11. **Fire
      Extinguishers**





Landlord
      shall supply and install fire extinguishers in accordance with the local Fire
      Marshall’s requirements.





12. **Coat
      Closets**





Landlord
      shall provide one metal rod and 12” wide hat shelf.





13. **Working
      Drawings**





Landlord
      shall supply at Landlord’s cost sealed construction drawings and permits
      which have been approved by both parties and local code officials, and which
      shall accurately reflect the Plan of Demised Premises as set forth on Exhibit
      “A”.





14. **Pantry**





Landlord
      shall supply countertop with drawers, sink, outlets in accordance with codes,
      and overhead cabinets.





15. **Transformer
      Room**





Landlord
      shall sound proof transformer room as required with a minimum of two layers
      of
      sheet rock deck to deck with sound attenuation between transformer room and
      Tenant space.





16. **Shafts**





The
      two
      ventilation shafts located on the west side of the Demised Premises shall
      accurately reflect the sizes set forth on the Plan of Demised Premises attached
      hereto as Exhibit “A” for such shafts and shall in no event substantially exceed
      34” x 34”. The ventilation shaft located on the east side of the Demised
      Premises near the elevators shall accurately reflect the size set forth on
      such
      Plan of Demised Premises and shall in no event substantially exceed 20” x 66”.
      The southern most ventilation shaft located on the west side of the Demised
      Premises shall be moved west as set forth on such Plan of Demised Premises.





II.
            **TENANT’S
                WORK**





1.     
      Landlord agrees to perform at Tenant’s request additional work not described
      under Landlord’s Work, contingent upon approval of local code officials. Such
      work shall be performed by Landlord at Tenant’s sole expense, and shall be
      billed at Landlord’s cost, including general conditions, plus 10% overhead and
      7% profit. Prior to commencing any such work requested by Tenant, Landlord
      shall
      submit to Tenant a written Tenant Work Order with an estimate of the cost of
      any
      such work. If Tenant obtains a cost estimate for additional work less than
      Landlord’s estimate, Tenant may have its own contractors perform the Additional
      Work, subject to all the obligations set forth in Section
      25.02.


30


2. **Telecommunications,
      Sound, Cable and Data Lines**





Landlord
      shall provide Tenant with the names of the voice and data companies that have
      lines installed in the Building. All telecommunications, sound, cable and data
      line equipment and wiring shall be supplied by Tenant and installed by
      contractors retained by Tenant and approved by Landlord. All work shall be
      the
      sole responsibility and at the expense of Tenant (including the extension of
      phone, data and Internet lines from the Common Area closet to and within the
      Demised Premises). The Property Manager will coordinate installation with other
      subcontractors as required. All subcontractors of Tenant shall sign in and
      out
      of the Building and shall supply to the Property Manager Certificates of
      Liability Insurance in amounts approved by Landlord and Workman’s Compensation
      Certificates. Completion or non-completion of this work shall not delay Tenant’s
      acceptance of the Demised Premises or payment of Rent. All telephone equipment
      shall be mounted within Tenant space. Landlord shall supply access to the
      central core riser closet(s) for connection to main riser(s). Notwithstanding
      anything to the contrary set forth herein, Landlord shall pay for the cost
      of
      extending phone, data and Internet lines from outside the Building to the
      nearest Common Area closet on the first floor of the Building.





III. **CHANGE
      ORDERS**





All
      Change Order Requests shall be submitted to the Property Manager for Landlord’s
      review. Landlord shall approve or disapprove any Change Order Request within
      five (5) business days of submission by Tenant which shall apply to code issue
      and special conditions. Landlord shall submit in writing to Tenant for its
      approval all costs and delays by reason of such change(s). If Tenant approves
      the Change Order, Tenant shall execute the Change Order Request Form and return
      a copy of the form to the Property Manager for its records.





IV. **GENERAL
      CONDITIONS**





The
      provisions of this Work Letter are specifically subject to the provisions of
      the
      Lease.





V. **SUBSTITUTIONS**





Tenants
      may substitute like items for building standard items; however, no credits
      shall
      be given for building standard items not utilized by Tenant.


31


**EXHIBIT
      C**





**RULES
      AND REGULATIONS**





1.
                Landlord
                    wishes to maintain a “smoke-free” environment throughout the Building.
                    Accordingly, all tenants shall cause their officers, directors,
                    members,
                    employees, agents and invitees to refrain from smoking anywhere
                    in the
                    Building.





2.
            The
                sashes, sash doors, skylights, windows, heating, ventilating and
                airconditioning
                vents and doors that admit light and air into the Building shall
                not becovered
                or obstructed by any tenant, nor shall any bottles, parcels or other
                articlesbe
                placed outside of any tenant’s
                premises.





3.
            In
                order that the Building can and will maintain a uniform appearance
                to
                those outside of same, each tenant in Building perimeter area shall:
                (a)
                use only Building standard lighting in areas where lighting is visible
                from outside the Building; (b) use only Building standard blinds
                in
                windows which are visible from outside the Building; and (c) not
                place any
                signs in any Building windows.





4.
            To
                obtain maximum efficiency of the cooling system, all tenants (except
                for
                those tenants separately metered for electric) shall lower or close
                blinds
                or drapes when sun’s rays fall directly on windows of such tenant’s
                premises.





5.
            No
                bicycles, vehicles or animals of any kind (except seeing eye dogs)
                shall
                be brought into or kept in or about the Building, other than in the
                garage, if any. No cooking shall be done or permitted by any tenant
                except
                in conformity with Laws and then only in the utility kitchen, if
                any,
                contained in such tenant’s premises, which is to be used primarily for
                tenant’s employees for heating beverages and light snacks. No tenant shall
                cause or permit any unusual or objectionable odors to be produced
                upon or
                permeate from its premises.





6.
            No
                tenant shall make, or permit to be made, an unseemly or disturbing
                noises
                or disturb or interfere with occupants of the Building or neighboring
                buildings or those having business with them, whether by use of musical
                instrument, radio, talking machine, unmusical noise, whistling, singing
                or
                in any other way. No tenant shall throw anything out of the doors
                or
                windows or down the passageways.





7.
            No
                tenant shall occupy or permit any portion of its premises to be occupied
                as a
                public stenographer or typist, barber shop, bootblacking, beauty
                shop or
                manicuring, telephone or secretarial service, messenger service,
                employment agency, commercial document reproduction or offset printing
                service, labor union, school or classroom or a company engaged in
                the
                business of renting office or desk
                space.




32





8.
            No
                tenant shall change or add locks to any doors unless it is done with
                Landlord’s consent at the expense of such
                tenant.





9.
            All
                exterior windows will be kept closed at all
                times.





10.
            If
                a burglar alarm is installed by a Tenant, Landlord may enter such
                Tenant’s
                premises for emergency without permission, and such Tenant shall
                make
                provisions for cleaners. In such event, Landlord will notify Tenant
                as
                soon as is practicable that Landlord entered the Demised Premises
                and the
                reason therefor.





11.
            The
                sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
                corridors, or halls shall not be obstructed or encumbered by any
                tenant or
                used for any purpose other than ingress or egress to and from such
                tenant’s premises and for delivery of merchandise and equipment in prompt
                and efficient manner, using elevators and passageways designated
                for such
                delivery by the Landlord.





12.
            No
                sign, advertisement, notice or other lettering shall be exhibited,
                inscribed, printed or affixed by any tenant on any part of the outside
                of
                such tenant’s premises or the corridor walls. Signs shall be permitted
                only on entrance doors and shall conform to Building standard. In
                the
                event of the violation of the foregoing by a tenant, it the tenant
                has
                refused to remove same, the Landlord may do so without any liability,
                and
                may charge the expense incurred by such removal to such
                tenant.





13.
            The
                water and wash closets and other plumbing fixtures shall not be used
                for
                any purposes other than those for which they are constructed, and
                no
                sweepings, rubbish, rags, acids or other substances shall be placed
                therein. All damages resulting from any misuse of the fixtures shall
                be
                borne by the Tenant.





14.
            Canvassing,
                soliciting and peddling in the Building is prohibited, and all tenants
                shall cooperate to prevent the
                same.





15.
            All
                tenants shall keep the entrance door to their premises closed at
                all
                times.





16.
            Tenant
                shall not use any electrical heaters, e.g., space heaters, in the
                premises
                unless approved by Landlord.




33


**EXHIBIT
      D**





**CLEANING
      SPECIFICATIONS**





**Nightly
      (** Five
      nights per week, Monday through Friday, excluding Building holidays) **:**




Empty
      and
      dust wipe all waste receptacles.




Dust
      all
      areas within hand-high reach, including window sills, wall ledges, chairs,
      desks, tables,


baseboards,
      file cabinets, radiators, pictures and all manner of office
      furniture.




Damp
      wipe
      all glass top desks and tables.




Sweep
      with treated cloth all composition tile flooring.





**Alternate
      nights:**


Vacuum
      all carpet areas.





**Semi-annually:**


High
      dust
      all walls, ledges, pictures, files, and registers of office areas not reached
      in
      normal


nightly
      cleaning.





**Annually:**


Wash
      exterior windows in and out.





**Additional
      work:**


Should
      additional cleaning, special services, special rubbish (i.e. medical, toxic,
      flammable waste, etc.) or additional rubbish removal be required by Tenant,
      Tenant will pay the charges of the cleaning contractor for such services and
      comply with the provisions of Section 6.04. Upon prior notice to Landlord,
      Tenant may engage Landlord’s contractor(s) to clean the exterior windows of the
      Demised Premises at Tenant’s sole cost and expense.




34