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                                                                   EXHIBIT 10.39


                                      LEASE
                                      -----

         This lease dated this 8 day of February, 2001 between BERKSHIRE
INDUSTRIAL CORPORATION, hereinafter referred to as Landlord, a Connecticut
corporation with offices located at 2 Parklawn Drive, Bethel, CT 06801, and
MEMRY CORPORATION, a Delaware corporation with an office and principal place of
business located at 57 Commerce Drive, Brookfield, CT 06804, hereinafter
referred to as Tenant.

                                     PREFACE
                                     -------

         Landlord is the owner of certain real property as described below known
as Berkshire Corporate Park (the "Park") as set forth below. The Premises
defined in this Lease and the Park are subject to a certain "Master Development
Agreement and Plan" (the "MDA"), which MDA is on file in the Land Records of the
Town of Bethel, County of Fairfield and State of Connecticut at Volume 568, Page
385. This Lease shall at all times be subject to said MDA in all respects, as
the MDA may be amended or revised from time to time. If the MDA is amended or
revised during the Initial or any Option Term of this Lease, Landlord will
provide Tenant with a copy of same. In the event there are any terms or
conditions of this Lease which may be contradictory or inconsistent with or
repetitious of the MDA, the MDA shall supersede and control this Lease. Whenever
used in this Lease, the term "MDA Property" shall mean the Park, as defined in
Paragraph 1.1 below, the "Bethel Health Care Site" as that property is defined
in Paragraph 4.1 of the MDA and the "Duracell Site" as that property is defined
in Paragraph 4.10 of the MDA.

         1: PREMISES
         -----------

         1.1 Landlord is the owner of certain real property located in the Town
of Bethel, Town of Brookfield and City of Danbury, all in the State of
Connecticut, known as Berkshire Corporate Park and described on Exhibit A
attached hereto and made a part hereof. All references in this Lease to the
"Park" shall mean the entire area owned by Landlord and any subsidiaries or
affiliates of Landlord as described in Exhibit A, as the same may, from time to
time, be increased or decreased by the addition of other contiguous lands, and
the entire development on said area, including any and all structures, parking
facilities and common facilities built thereon from time to time, or as the same
may, from time to time, be reduced by eminent domain takings or dedications to
public authorities.

         1.2 Landlord hereby leases to Tenant and Tenant hereby rents from
Landlord, subject to all of the terms, covenants, conditions and provisions of
this Lease, the following space located in the Park: the floor space shown on
Exhibit B-1 attached hereto, which floor space is all of Building Number 1 in
the Park shown as Exhibit B-2 attached hereto having the address of 3 Berkshire


The contents of this document are proprietary information and the reproduction
or substantial quotation of its provisions without the written permission of
Berkshire Industrial Corporation is not allowed.

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Boulevard, Bethel, CT 06801, hereinafter referred to as the "Premises". Said
Building Number 1 is located on a certain piece or parcel of land located in the
Town of Bethel, County of Fairfield, State of Connecticut, shown and described
as Lots 8 & 9 on a certain map consisting of two sheets, "Sheet 1 of 2" and
"Sheet 2 of 2", both sheets being entitled "Final Subdivision Showing Berkshire
Industrial Park Bethel, Connecticut Scale: 1"=100', Total Area: 117.273 AC.,
Zone: LP, Date: Mar. 29, 1985" which map is on file in the Bethel Town Clerk's
office as Map 60 in File 19 (Sheet 1 of 2) and Map 60-A in File 19 (Sheet 2 of
2). Landlord and Tenant hereby acknowledge and agree that for the purposes of
this Lease and the calculation(s) of Basic Rental and all Additional Rental (as
hereinafter defined) payable hereunder, the Premises shall be deemed to contain
37,500 rentable square feet. Landlord makes no representations concerning the
specific area of the Premises and Tenant acknowledges that it has inspected the
Premises and is satisfied in all respects therewith and accepts the Premises in
"AS IS" condition.

         1.3 Landlord specifically reserves to itself and excepts from the
demise of this Lease the use of the exterior walls of the building, the roof and
the right to install, maintain, alter, use, repair and replace pipes, ducts,
conduits and wires leading through the Premises in locations which will not
materially interfere with Tenant's use thereof or materially decrease the square
footage of the Premises usable by Tenant. Landlord further reserves to itself
and other Tenants of the building the right to access and use the telephone,
fire protection, electrical systems and other systems common to the Tenants of
the building. Tenant, its agents, servants, employees and invitees shall not
enter upon the roof of the building at any time. It is specifically agreed by
the parties hereto that this lease does not grant a continuance of light and air
over any property adjoining the Premises.

         2: TERM
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         2.1 The term of this Lease shall be for the period of ten (10) years,
commencing on the Commencement Date, as hereinafter defined, and terminating on
the Termination Date, which shall be ten (10) years after the Commencement Date.
The Commencement Date shall be the earlier of (1) June 18, 2001; or (2) upon the
completion of the Landlord Work as defined in Paragraph 4.1 below and the Tenant
Work set forth in Exhibit W-1 hereof. For purposes of determining the
Commencement Date, the delivery of the Premises to Tenant shall be deemed to be
the date the Landlord Work as defined in Paragraph 4.1 below and the Tenant Work
set forth in Exhibit W-1 hereof has been completed, subject to the limitations
and definitions as to completion contained in Paragraph 4.2 hereof. The
Commencement Date shall be extended on a day for day basis for each day beyond
June 18, 2001 that Landlord fails to complete the Landlord Work as defined in
Paragraph 4.1 below and/or Landlord's contractor fails to complete the Tenant
Work set forth in Exhibit W-1 hereof, except that if Landlord or Landlord's
contractor is caused to be delayed in the completion of the Landlord Work as
defined in Paragraph 4.1 below or the Tenant Work set forth in Exhibit W-1
hereof by any act, omission or delay of Tenant then Tenant shall be liable for
the payment of one (1) day's rent for each day of such delay. If the
Commencement Date shall occur on any day which is not the first day of a
calendar month, the monthly Basic Rental and Additional

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Rental to be paid under this Lease for that month shall be apportioned on a per
diem basis based upon the actual number of days in that month, and shall be paid
on the Commencement Date. Landlord and Tenant shall execute a Lease Certificate
in the form attached hereto as Exhibit C setting forth the Commencement Date as
soon as the actual Commencement Date have been determined.

         2.2 This lease shall terminate on the Termination Date as set forth in
the Lease Certificate attached as Exhibit C, without the necessity of any notice
from either Landlord or Tenant to terminate the same. Tenant hereby waives any
notice to vacate or quit the Premises on the Termination Date or thereafter, and
agrees that Landlord shall be entitled to the benefit of all provisions of law
respecting the summary recovery of possession of the Premises from a Tenant
holding over on the Termination Date or thereafter to the same extent as if
statutory notice had been given.

         3: BASIC RENTAL
         ---------------

         3.1 Beginning at the Commencement Date, as rent for the Premises Tenant
agrees to pay Landlord the total rental sum of Three Million Three Hundred Fifty
Six Thousand Two Hundred Fifty and 00/100 ($3,356,250.00) DOLLARS for the entire
Initial Term of this Lease payable in monthly installments of $27,968.75 each
month on the first day of each month in advance commencing on the Commencement
Date. Said rent is hereinafter referred to as "Basic Rental", and shall be
payable without demand, deduction, set-off or abatement of any kind, except as
expressly provided herein. If the Landlord does not receive the monthly Basic
Rental due by the tenth (10th) day of the calendar month in which it is due,
Tenant shall be liable to pay Landlord an additional sum equal to five percent
(5.00%) of the overdue monthly for each calendar month that said payment is not
paid. The Basic Rental shall never be less than the monthly rental each year per
month as set forth in this Paragraph 3.1, except as adjusted as set forth in
Paragraph 2.3 herein.

         4: COMPLETION AND OCCUPANCY
         ---------------------------

         4.1 Landlord shall perform the Landlord Work, defined as (1) tuneup of
the existing HVAC units on the Premises; (2) removal of existing office
furniture; and (3) changing of exterior door locks by June 18, 2001. Tenant
shall be responsible for the cost and shall cause to be performed by the
Landlord's contractor the Tenant Work set forth in Exhibit W-1 hereof, which
work shall be completed by June 18, 2001. No later than thirty five (35) days
after Landlord and Landlord's contractor respectively commences the Landlord
Work and Tenant Work set forth in Exhibit W-1 hereof, Landlord shall allow
Tenant access to the Premises to perform the Tenant Process Work, which work
Tenant shall perform or cause to be performed at Tenant's sole cost and expense.
The obligations of Landlord and Landlord's contractor to complete the Landlord
Work and Tenant Work set forth in Exhibit W-1 within the prescribed time shall
be extended one day for each day Landlord or Landlord's contractor is delayed in
completion of said work by any act, omission or delay by

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Tenant. The obligation of Tenant to cause to be performed the Tenant Work set
forth in Exhibit W-1 hereof within the prescribed time shall be extended one day
for each day Tenant is delayed in completion of said work by any act, omission
or delay by Landlord or Landlord's contractor.

         4.2 Landlord shall not be subject to any liability for failure to give
possession of the Premises to Tenant on the specific date hereinbefore
designated for the Commencement Date. No part of the Premises shall be deemed
unavailable for occupancy by Tenant if due to the noncompletion of details of,
decoration or mechanical adjustments which are minor in character and the
noncompletion of which does not materially interfere with Tenant's use of such
part of the Premises. In the event there is a delay in the availability of the
Premises for occupancy by Tenant which shall solely be due to any act or
omission of a material nature by Tenant which is a breach of Tenant's
obligations under this Lease, Tenant shall be liable for the payment of one (1)
day's rent for each day of such delay.

         4.3 Tenant, by entering into occupancy of any part of the Premises,
shall be conclusively deemed to have agreed that Landlord, up to the time of
such occupancy, had performed all of its obligations hereunder with respect to
such part and that such part, except for latent defects and the minor details of
construction, decoration and mechanical adjustments hereinbefore referred to,
was in satisfactory condition as of the date of such occupancy, unless within
ten (10) days after such date tenant shall give written notice to Landlord
specifying the respects in which the same was not in such condition.

         4.4 If, by reason of any provision of this Lease, the Basic Rental
shall commence on any day other than the first day of a calendar month or end on
any day other than the last day of a calendar month, the Basic Rental for such
calendar month shall be prorated.

         5: USE
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         5.1 Tenant shall use and occupy the Premises solely for office, design,
light manufacturing, light assembly of products, consistent with a first class
business use, only as permitted by applicable laws and regulations and the MDA
and for no other purposes without Landlord's prior written consent, which
consent may be granted or withheld in Landlord's sole and absolute discretion.
Tenant shall not use the Premises or any part thereof, or permit the Premises or
any part thereof to be used, for any purpose other than the use hereinbefore
specifically mentioned.

         5.2 Tenant covenants and agrees that it shall not do anything which
shall, in any way, impair or interfere with any of the Building's services to be
supplied by Landlord or the proper and economical heating, cleaning, air
conditioning or other service of the Building or Premises or seriously impair or
interfere with the use of the Building or Premises by, or cause disruption or
interference with the normal business operations of either Landlord or any other
occupants of the Building or of the Park.

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         5.3 Tenant agrees that its use and occupancy of the Premises, the
Building and the Park shall not, at any time, be violative of or in
contradiction to the terms and provisions of the MDA, and Tenant shall defend
and save Landlord harmless from any and all claims made against Landlord
thereunder, founded upon alleged action or inaction of Tenant on, or in the
Premises, the Building or the Park. In the event the MDA is amended or modified
subsequent to the date of the execution of this Lease, Tenant shall be permitted
to use and occupy the Premises as set forth in this Lease and any such amendment
or modification of the MDA shall not be effective as to Tenant for the balance
of the Initial Term of this Lease for the use and occupancy permitted under this
Lease. In the event the MDA is amended or modified subsequent to the exercise by
Tenant of Tenant's Option to Renew pursuant to Paragraph 36 of this Lease,
Tenant shall be permitted to use and occupy the Premises as set forth in this
Lease and any such amendment or modification of the MDA shall not be effective
as to Tenant for the balance of the Option Term of this Lease for the use and
occupancy permitted under this Lease.

         5.4 Tenant shall abide by all reasonable Rules and Regulations
promulgated by Landlord for the Park, as they may be amended or altered from
time to time, provided Landlord enforces the Rules and Regulations uniformly
among Park tenants subject to said Rules and Regulations and provided further
that the provisions of this Lease shall supersede any conflicting Rule or
Regulation.

         6: DEFINITIONS FOR ADDITIONAL RENTAL
         ------------------------------------

         6.1.1 As used in this Lease, the term "Building Proportionate Share"
shall mean a percentage, the numerator of which shall be the number of rentable
square feet of floor area of the Premises as set forth in Paragraph 1.2 above
(37,500) and the denominator of which shall be the number of rentable square
feet of floor area of Buildings on Lots Number 8 & 9 referred to in Paragraph
1.2 above of which the Premises are a part as it may be expanded or contracted
from time to time, computed from the center line of all interior partition walls
and from the exterior face of all exterior walls. At the time of the execution
of this Lease that denominator number is Thirty Seven Thousand Five Hundred
(37,500).

         6.1.2 "Taxes" shall mean (1) all real and personal property taxes,
assessments (including, but not limited to, assessments for public works,
improvements or benefits, whether or not begun or completed prior to the
commencement of this Lease and whether or not completed within said term) and
other governmental charges or levies of every kind, character and description
whatsoever, which at any time have been or may or will be assessed at full
assessment or otherwise, levied or imposed by any governmental authority upon or
in respect of, or which may become a lien on the lot on which the Building is
located, any portion thereof, the Building or any buildings, improvements or
structures thereon, the parking facilities and other common areas and facilities
on the lot on which the Building is located, or upon any property of Landlord,
real or personal, located within or on the lot on which the Building is located
which is used in connection with the operation of the lot on

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which the Building is located; (2) any taxes which may be assessed, levied or
imposed by any governmental authority in addition to or in lieu of all or any
part of such real or personal property taxes, assessments, charges or levies;
(3) all business license, use or other taxes which may be assessed, levied or
imposed upon the developed portion of the lot on which the Building is located,
the parking facilities and other common areas and facilities or the personal
property of the Landlord on account of the leasing or use of the developed
portions on the lot on which the Building is located; (4) all charges made by
state or local governments for any services performed on or for the developed
portion of the lot on which the Building is located , the parking facilities and
other common areas and facilities which are not included in "Operating Costs" as
defined hereafter; and (5) any and all sales, excise and other taxes levied,
imposed or assessed by federal, state or local governments upon any rental
payable under this Lease. However, notwithstanding the foregoing, Taxes shall
not include municipal, county, state or federal income or franchise taxes of
Landlord, or penalties resulting from failure of Landlord to pay taxes in a
timely manner. In case a tax is imposed in lieu of or as a substitute, in whole
or in part, for the real property tax on the lot on which the Building is
located, any portion thereof, the Building or any buildings, improvements or
structures thereon, the parking facilities and other common areas and facilities
on the lot on which the Building is located, or in case a tax is levied on
rentals, the Tenant shall pay Tenant's Building Proportionate Share of the
amount of such substitute as of the Commencement Date. At the time of the
execution of this Lease, Landlord represents that the Premises is not separately
billed, by the Town of Bethel. Landlord will obtain from the Town of Bethel Tax
Assessor's Office the information necessary to determine the pro-rata tax for
the Premises and will bill Tenant for its pro-rata share of the taxes. Tenant
hereby agrees to pay the proportionate share tax for said Building and
proportional lot and improvements. Tenant hereby agrees to pay a pro-rata share
of the taxes assessed for the parking facilities, land and improvements on said
tax lots based upon the square footage Tenant occupies to the total square
footage of all buildings on said tax lots.

         6.1.3 "Insurance" shall mean the aggregate of all costs and expenses of
every kind or nature paid or incurred by Landlord directly or indirectly in
maintaining all insurance for the Premises, the building of which the Premises
is a part, the lot on which the Building is located, the parking facilities and
other common areas and facilities and the buildings and improvements within, on
or under the lot on which the Building is located as they may collectively or
individually be increased or reduced from time to time. Insurance shall mean,
but not be limited to, premiums for fire, theft and other casualty insurance,
including extended coverage, and including rental value coverage for one year
for minimum rent and for payment of Taxes and Landlord's Building Operating
Costs; premiums for public liability and property damage insurance; and all
risks property and casualty insurance.

         6.1.4 "Building Operating Costs" shall mean the aggregate of all costs
and expenses of every kind or nature paid or incurred by Landlord directly or
indirectly in operating, maintaining, managing, equipping, policing, securing,
lighting, cleaning, painting, striping, signing, and repairing the Building, the
lot on which the Building is located, the parking facilities and other common
areas

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and facilities and the buildings and improvements within, on or under the lot on
which the Building is located as they may collectively or individually be
increased or reduced from time to time. Building Operating Costs shall include,
but not be limited to, the repair and maintenance of buildings and other
improvements on the lot on which the Building is located; the cost of equipment
and supplies used in the maintenance and operation of the lot on which the
Building is located (including seasonal decorations); the cost of equipment
maintenance contracts; costs and expenses of repair or replacement of paving,
curbs, walkways, drainage, pipes, ducts, conduits and similar items, and plate
glass, lighting facilities and the roof of the Building and/or the lot on which
the Building is located; resurfacing driveways and parking areas on the lot on
which the Building is located; restriping driveways and parking areas on the lot
on which the Building is located; pedestrian and automobile traffic and
directional signs and equipment on the lot on which the Building is located;
electrical, water, heating or other utility charges for parking facilities and
other common areas and facilities on the lot on which the Building is located;
installing, repairing, maintaining and replacing utility systems, including, but
not limited to, water, sanitary sewer and storm water lines and other utility
lines, pipes, conduits and similar facilities on the lot on which the Building
is located; sewer use charges for the lot on which the Building is located; pest
control on the lot on which the Building is located; cleaning costs for the
Building exterior and/or the lot on which the Building is located; refuse
removal for the Building exterior and/or the lot on which the Building is
located; snow removal for the lot on which the Building is located; grass
cutting on the lot on which the Building is located; costs and expenses of
planting, replanting, maintaining and replacing flowers, shrubbery, planters and
trees on the lot on which the Building is located; landscape maintenance on the
lot on which the Building is located; fire protection, including, but not
limited to, installation, maintenance, repair, testing and replacement of
sprinkler systems, alarm systems and/or other fire protection systems and their
components for the Building and/or on the lot on which the Building is located;
environmental inspections and/or auditing; reasonable management,
administration, legal, accounting and engineering fees for the Building and/or
the lot on which the Building is located; costs of building alterations,
modifications or equipment for the Building and/or the lot on which the Building
is located which are required by governmental or regulatory authorities or which
are made primarily for the purpose of reducing Building Operating Costs; all
compensation and related costs (including overtime, holiday and premium pay)
actually paid or incurred to persons engaged in the general operation and
management of the Building and/or the lot on which the Building is located,
including the cost of social security, unemployment and other payroll taxes,
worker's compensation insurance and employee benefits such as, but not limited
to, vacations, pensions, group insurance and other fringe benefits. In
Landlord's operating, maintaining, managing, equipping, policing, securing,
lighting, cleaning, painting, striping, signing, and repairing the Building and
other facilities as set forth herein, Landlord's performance of same shall not
be defined, determined or used in a manner so as to eliminate new design, new
materials, new systems, methods of construction or colors, provided that in all
cases the overall quality and appearance of same shall not be lower than the
overall quality and appearance as originally created.

         6.2.1 The term "Proportionate Share of Limited Common Facilities
Maintenance Costs"

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shall mean a percentage, the numerator of which shall be the number of rentable
square feet of floor area of the Premises as set forth in Paragraph 1.2 above
(37,500) and the denominator of which shall be the number of rentable square
feet of floor area actually constructed in the Park as it may be expanded or
contracted from time to time, computed from the center line of all interior
partition walls and from the exterior face of all exterior walls. At the time of
the execution of this Lease, the denominator number is 348,116.

         6.2.2 "Limited Common Facilities Maintenance Costs" shall mean the
aggregate of all costs and expenses of every kind or nature paid or incurred by
Landlord directly or indirectly in operating, maintaining, managing, equipping,
policing, securing, lighting, cleaning, painting, striping, signing and
repairing the common parking facilities and other common areas, facilities,
buildings, improvements, parks, trails, open space and/or recreational
facilities on or under the Park as they may collectively or individually be
increased or reduced from time to time. Limited Common Facilities Maintenance
Costs shall include, but not be limited to, the repair and maintenance of common
areas, facilities, buildings and improvements of the Park; the cost of equipment
and supplies used in the maintenance and operation of the common areas,
facilities, buildings and improvements in the Park (including seasonal
decorations); the cost of equipment maintenance contracts; costs and expenses of
repair or replacement of paving, curbs, walkways, drainage, pipes, ducts,
conduits and similar items, and plate glass, lighting facilities and the roof(s)
of the common facilities, buildings and improvements of the Park; resurfacing
common driveways and parking areas of the Park; restriping common driveways and
parking areas of the Park; pedestrian and automobile traffic and directional
signs and equipment; electrical, water, heating or other utility charges for
common areas, facilities, buildings and improvements of the Park; installing,
repairing, maintaining and replacing utility systems, including, but not limited
to, water, sanitary sewer and storm water lines and other utility lines, pipes,
conduits and similar facilities for the Park; costs to connect the Park and/or
the common parking facilities and other common areas and facilities of the Park
to the public sewer system; sewer use charges for the Park; pest control;
cleaning costs; refuse removal; snow removal; grass cutting; costs and expenses
of planting, replanting, maintaining and replacing flowers, shrubbery, planters
and trees; landscape maintenance; fire protection, including, but not limited
to, installation, maintenance, repair, testing and replacement of sprinkler
systems for common areas, facilities, buildings and improvements; reasonable
management, administration, legal, accounting and engineering fees for common
areas, facilities, buildings and improvements; costs of building alterations,
modifications or equipment for common areas, facilities, buildings and
improvements which are required by governmental or regulatory authorities or
which are made primarily for the purpose of reducing Limited Common Facilities
Maintenance Costs; all compensation and related costs (including overtime,
holiday and premium pay) actually paid or incurred to persons engaged in the
general operation and management of the Park, including the cost of social
security, unemployment and other payroll taxes, worker's compensation insurance
and employee benefits such as, but not limited to, vacations, pensions, group
insurance and other fringe benefits. In Landlord's operating, maintaining,
managing, equipping, policing, securing, lighting, cleaning, painting, striping,
signing, and repairing the private streets and roads within the Park as they may
exist from time to time, the common parking facilities and other common areas,
facilities,

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buildings and improvements within, on or under the Park as set forth herein,
Landlord's performance of same shall not be defined, determined or used in a
manner so as to eliminate new design, new materials, new systems, methods of
construction or colors, provided that in all cases the overall quality and
appearance of same shall not be lower than the overall quality and appearance as
originally created. It is understood and agreed that Limited Common Facilities
Maintenance Costs shall include both reasonable, necessary and customary costs
directly incurred by Landlord and reasonable, necessary and customary costs
incurred under outside contracts.

         6.3.1 The term "Road and Park Proportionate Share" shall mean a
percentage, the numerator of which shall be the number of rentable square feet
of floor area of the Premises as set forth in Paragraph 1.2 above (37,500) and
the denominator of which shall be the number of total floor area actually
constructed on the MDA property. At the time of the execution of this Lease that
denominator number is 889,341.

         6.3.2 "Road and Park Operating Costs" shall mean the aggregate of all
costs and expenses of every kind or nature paid or incurred by Landlord directly
or indirectly in operating, maintaining, managing, equipping, policing,
securing, lighting, cleaning, painting, striping, signing, and repairing the
developed portions of all private and public streets and roads that may exist
from time to time within the MDA Property. Road and Park Operating Costs shall
include, but not be limited to, the repair and maintenance of road improvements,
which shall include restriping and traffic and directional signs and equipment,
electrical or other utility charges for such common roads and for the common
signage on the MDA Property (which signage includes, but shall not be limited
to, the four illuminated signs identifying the MDA Property), maintaining
utility lines, drains and similar facilities, removal of exterior litter and
debris, sweeping and sand removal, snow and ice removal, grounds maintenance and
grass cutting, tree and landscape maintenance, reasonable, necessary and
customary premium payments for fire, liability, property damage and other
casualty insurance, real estate or other taxes if applicable, reasonable,
necessary and customary administration, management, legal, accounting and
engineering fees, and costs of alterations, modifications or equipment that are
required by governmental or regulatory authorities but not treated as capital
items under proper accounting practices. Road and Park Operating Costs shall
include a reasonable allocation of all compensation and related costs (including
overtime, holiday and premium pay) actually paid or incurred to persons engaged
in the general operation and management of the roads and streets in the
developed portions of the MDA Property, including the cost of social security,
unemployment and other payroll taxes, worker's compensation insurance, and
employee benefits such as, but not limited to, vacations, pensions, group
insurance and other fringe benefits.

         6.4 Landlord agrees that the following items shall be specifically
excluded from Building Operating Costs, Limited Common Facilities Maintenance
Costs and Road and Park Operating Costs: (1) advertising, commissions, tenant
improvements and all other expenses incurred in leasing or procuring new
tenants; (2) expenses for repairs or improvements to other tenant's leased
space; (3) interest, principal, rental, late fees or other costs of any
indebtedness or ground lease; (4) the costs of any work or service performed for
any tenant at such tenant's cost; (5) the capital costs related to

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HVAC, plumbing and electrical systems and the roof and the capital costs of
correcting structural defects in the Premises or design flaws in any major
Premises system; (6) the cost of any items for which Landlord is reimbursed by
insurance, any tenant or otherwise; (7) any late fees, penalties, interest
charges or other similar fees; (8) any Tenant Improvement Allowance or other
payment from Landlord to Tenant; (9) taxes excluded from the definition of
"Taxes" as set forth in Paragraph 6.1.2; (10) bad debt losses or reserves for
bad debt losses: (11) costs of selling, syndicating, financing, mortgaging or
hypothecating any of the Premises or Park or Landlord's interest in the Premises
or the Park; (12) expenses resulting from tortious conduct of Landlord, its
employees, agents or contractors; and (13) the cost of construction of any new
building in the Park.

         7: PAYMENT OF ADDITIONAL RENTAL
         -------------------------------

         7.1 Commencing on the first anniversary of the Commencement Date and on
each anniversary of the Commencement Date thereafter (said anniversary dates
hereinafter referred to as "computation dates"), the Tenant shall pay to
Landlord as Additional Rental a sum calculated based upon the cost of living as
reflected in the "Consumers Price Index for All Urban Consumers New York-
Northern N. J.-Long Island, NY-NJ-CT-PA" (hereinafter called the "CPI")
published in the Monthly Labor Review of the Bureau of Labor Statistics of the
United States Department of Labor. Said Additional Rental sum shall be in effect
commencing from the computation date until the next computation date or the end
of the term. The amount of said Additional Rental shall be arrived at by
multiplying the monthly Basic Rental ($27,968.75) as set forth in Paragraph 3.1
above by a fraction, the numerator of which shall be the CPI number for February
preceding such computation date, and the denominator of which shall be the CPI
number for February, 2001. The sum of the Additional Rental thereby obtained
shall be payable on the first day of each calendar month until the next
computation date. If there be no CPI number or comparable successor thereto,
then the sum of Additional Rental contemplated herein shall be established by
arbitration in accordance with the rules of the American Arbitration
Association.

         7.2 As Additional Rental under this Lease Tenant shall pay to Landlord
Tenant's Building Proportionate Share of Taxes, Insurance, and Building
Operating Costs; Proportionate Share of Limited Common Facilities Maintenance
Costs, and; Road and Park Proportionate Share of Road and Park Operating Costs.

         7.3 Tenant shall pay to Landlord its Building Proportionate Share of
Taxes, Insurance and Building Operating Costs; Proportionate Share of Limited
Common Facilities Maintenance Costs, and; Road and Park Proportionate Share of
Road and Park Operating Costs as Additional Rental under this Lease during each
year of the term of this Lease an amount equal to the product obtained by
multiplying Tenant's Building Proportionate Share by the total of Taxes, the
total of Insurance, and the total of Building Operating Costs; Tenant's
Proportionate Share of Limited Common Facilities Maintenance Costs by the total
of Limited Common Facilities Maintenance Costs and; Tenant's Road and Park
Proportionate Share of Road and Park Operating Costs for such year. The

                                       10

<PAGE>

Tenant shall pay on the first day of each month, in advance, 1/12 of the amount
reasonably estimated by the Landlord and provided in writing by Landlord to
Tenant, on the basis of the most current information concerning Taxes,
Insurance, Building Operating Costs, Limited Common Facilities Maintenance Costs
and Road and Park Operating Costs available to Landlord, to be Tenant's Building
Proportionate Share of the Taxes, Insurance and Building Operating Costs;
Proportionate Share of Limited Common Facilities Maintenance Costs and; Road and
Park Proportionate Share of Road and Park Operating Costs. Landlord shall have
the right to amend its estimate of Taxes, Insurance and Building Operating
Costs; Limited Common Facilities Maintenance Costs and; Road and Park Operating
Costs at any time based upon current information and to adjust Tenant's
Additional Rental payable under this paragraph by written notice to Tenant. Upon
such adjustment and notice to Tenant, Tenant shall thereafter pay as Additional
Rental 1/12 of the adjusted amount of Tenant's Building and/or Limited Common
Facilities and/or Road and Park Proportionate Share (as the case may be)
commencing with the first day of the first calendar month after such written
notice. Within a reasonable time after the end of Landlord's fiscal year,
Landlord shall furnish Tenant a statement in reasonable detail of actual Taxes,
Insurance, Building Operating Costs, Limited Common Facilities Maintenance Costs
and Road and Park Operating Costs for Landlord's fiscal year just ended and the
Landlord and Tenant shall make an adjustment, with payment to Landlord or credit
to Tenant so that the Landlord shall receive the entire amount of Tenant's
Building Proportionate Share of Taxes, Insurance, and Building Operating Costs;
Proportionate Share of Limited Common Facilities Maintenance Costs and; Road and
Park Proportionate Share of Road and Park Operating Costs and no more. A
pro-rata adjustment of Tenant's Building and/or Limited Common Facilities and/or
Road and Park Proportionate Share (as the case may be) payable as Additional
Rental shall be made for the beginning and end of this Lease term, provided the
Lease term has terminated by lapse of time or pursuant to Paragraphs 26 or 27
hereof. However, Landlord's failure to provide such Building Proportionate Share
of Taxes, Insurance, and Building Operating Costs; Proportionate Share of
Limited Common Facilities Maintenance Costs and; Road and Park Proportionate
Share of Road and Park Operating Costs by the date set forth above shall in no
way excuse Tenant from its obligation to pay said costs or charges or any of
them or constitute a waiver of Landlord's right to bill and collect such costs
or charges from Tenant in accordance with this Lease.

     7.4 In the event Landlord incurs any expenses which meet the definitions
above as Taxes, Insurance, Building Operating Costs, Limited Common Facilities
Maintenance Costs and/or Road and Park Operating Costs, which expenses are
unanticipated or not usually incurred by Landlord on a regular or scheduled
basis (hereinafter referred to as "Non-Recurring Expenses"), Tenant shall pay
its pro-rata share of such Non-Recurring Expenses on a lump sum basis. Upon
Landlord incurring such Non-Recurring Expenses, Landlord shall calculate
Tenant's share of same based upon the applicable formula set forth above and the
type of expense incurred. Landlord shall give Tenant written notice of Tenant's
share of said Non-Recurring Expense, and Tenant shall have a period of thirty
(30) days from Tenant's receipt of said written notice to pay its share of the
Non-Recurring Expense in full.

                                       11

<PAGE>


         7.5 In the event said Tenant, or Tenant's use and occupancy of the
Premises, causes, for any reason whatsoever, any additional charge or increase
in the rate of fire insurance on the building of which the Premises are a part,
the Tenant shall, from time to time immediately upon receipt of notice, do
whatever is deemed necessary, and follow whatever recommendations may be made,
by the Landlord or its Agents, or any other duly constituted authorized body, in
order that such additional charge or increase in rate of fire insurance on the
building so caused by such tenancy, use or occupancy of the Premises, by the
Tenant may be removed, or, in the event conditions are such that nothing can be
done, by way of improvements or otherwise, to remove such extra and additional
charge or increase of rate of fire insurance on the building, or the expense
involved is excessive, then the Tenant shall pay the Landlord as Additional
Rental the increased or additional cost of such fire insurance on the building.

         7.6 It is the intention of the Landlord and Tenant that the Basic
Rental shall be completely "net" to Landlord such that all Taxes, Insurance,
Building Operating Costs, Limited Common Facilities Maintenance Costs and Road
and Park Operating Costs which are applicable to the Building and/or the Limited
Common Facilities and/or the Roads and Park (as the case may be) shall either be
paid directly by the various tenants of the Building and/or the Park (as the
case may be) or paid by the Landlord and allocated among such tenants, except
for those costs and expenses excluded in Paragraph 6.4 above.

         7.7 Within sixty (60) days after Landlord provides Tenant with the
financial statement required under Paragraph 7.3 above, Tenant shall have the
right, at Tenant's sole cost and expense, upon reasonable advance notice to
Landlord and subject to Landlord's ability to accommodate Tenant at the time
requested, at any time during regular business hours, to audit and review
Landlord's records pertaining to Taxes, Insurance, Building Operating Costs,
Limited Common Facilities Maintenance Costs, Road and Park Operating Costs and
Non-Recurring Expense as they relate to any charges imposed on Tenant pursuant
to this Lease. Failure of Tenant to request said audit for the fiscal year for
which said Landlord statement was issued within said sixty (60) day period shall
preclude Tenant from requesting said audit at any time thereafter. Landlord
shall maintain its books and records in accordance with generally recognized and
accepted accounting principles and practices. Tenant shall not, at any time or
for any purpose or reason, disclose any of such non public information or
documentation to any person, firm or corporation except employees, financial
advisors, auditors and legal advisors of Tenant necessary to conduct such review
for Tenant's purposes, or as may be required by law. Disclosure of such
information except as explicitly authorized herein shall be a default under this
Lease.

         8. SECURITY
         -----------

         8.1 Landlord acknowledges receipt of the sum of Seventy One Thousand
Six Hundred Twenty Five and 00/100 ($71,625.00) Dollars, which sum is equivalent
to two (2) months of Basic Rental and Additional Rental as of the date of the
execution of this Lease, which shall be returned to

                                       12

<PAGE>

Tenant, without interest, on the day set forth for the expiration of the term
herein, provided, however, that Tenant has fully and faithfully carried out all
of the terms, covenants and conditions on its part to be performed, and which
sum shall be held by Landlord as a security for the full and faithful of Tenant
to so perform under the conditions and terms of this Lease. Landlord shall have
the right to require Tenant to increase the amount of said security deposit to
reflect the then current Basic Rental by written notice to Tenant. In addition,
Landlord shall have the right to require Tenant to increase the amount of said
security deposit, provide a completion bond or irrevocable letter of credit in
form satisfactory to Landlord to financially secure Landlord against the
faithful performance of Tenant's obligation to repair or restore the Premises at
the termination of this Lease under Paragraph 12.2 hereunder, the amount of said
increased security deposit, completion bond or irrevocable letter of credit to
be determined by Landlord in its reasonable commercial judgment. Upon such
written notice to Tenant, Tenant shall pay such additional security deposit,
provide said completion bond or said irrevocable letter of credit within Thirty
(30) days. Landlord may apply security deposit, or so much thereof, or so much
thereof as may be necessary, towards the remedying of any damage or condition
that is the responsibility of Tenant which an inspection shall disclose. Nothing
hereinabove contained shall, in any way, limit the right of Landlord to recover
against Tenant for any damage or other condition arising out of the failure of
Tenant to so perform. In no event shall Tenant have the right to cause or direct
Landlord to apply the security deposit against any monthly rental installment,
including the last month's rental installment.

         9: UTILITIES
         ------------

         9.1 The Tenant shall pay directly or reimburse the Landlord as
Additional Rental for all utility charges or services, including, but not
limited to, electric, water, gas, sewer and telephone charges, furnished to or
used by Tenant in the use of the Building, and any surcharges, other fees or
charges, whether direct or indirect, charged by the utility to the Landlord
related to Tenant's use of utilities in the Building. Landlord shall not be
under any responsibility or liability in any way whatsoever for the quality,
impairment, interruption, stoppage or other interference with service involving
water, heat, gas, electric current for light and power, telephone or any other
service by any utility, provided, however, that the foregoing shall not diminish
Landlord's responsibilities under Paragraph 10.1 below.

         10: REPAIRS AND MAINTENANCE
         ---------------------------

         10.1 The Landlord shall repair and maintain in good order and condition
throughout the term of this Lease, the exterior and structure of the Premises
and the building containing the Premises, including, without limitation, the
Premises' roof, walls and foundation, all common areas and improvements in the
Park, the plumbing, sewer and electrical lines and systems serving the Premises,
and all parts of the heating, plumbing, electrical and heating, ventilation air
conditioning systems within or serving the Premises installed or provided by
Landlord or Landlord's contractor, and the Landlord shall make any repairs
necessary to make all exterior doors and windows air and water tight

                                       13

<PAGE>

and in a safe condition.

         10.2 Throughout the term of this Lease the Tenant shall repair and
maintain in good order and condition the entire interior of the Premises
including all glass in windows, doors or skylights, all parts of the plumbing
and electrical systems within or on the Premises, and the lighting fixtures
within the Premises. Tenant, at Tenant's expense, shall purchase and install all
lamps (including, but not limited to, incandescent and fluorescent) and ballasts
used in the Premises. The Tenant agrees to keep both sides of all outside glass
areas in a neat and clean condition, and to store all trash and garbage within
the Premises or in "dumpsters" or other receptacles located outside the Premises
in a location designated by Landlord which dumpsters and other receptacles shall
be provided at Tenant's expense as set forth in Paragraph 14.1 below. It is
understood and agreed that the heating, ventilation and air conditioning units
located on and/or serving the Premises which are installed or provided by
Landlord or Landlord's contractor shall be repaired and maintained by the
Landlord. It is understood and agreed that the heating, ventilation and air
conditioning units located on and/or serving the Premises which are installed or
provided by Tenant (if any) shall be repaired and maintained by Tenant. Tenant
hereby acknowledges that said heating and air conditioning units and systems
serve only the Premises and no other premises in the Park. Therefore, Tenant
hereby agrees to pay as Additional Rental to Landlord upon demand any and all
bills, invoices or other reasonable costs and expenses incurred by Landlord for
the maintenance, repair of said heating and air conditioning units and systems,
subject to the limitations of Paragraph 6.4 above.

         10.3 Notwithstanding the foregoing, each party hereto shall make any
repairs of any kind necessitated by its own act, default or negligence, or that
of its agents, servants, employees, licensees or contractors. In the event such
repairs are necessitated by the act, default or negligence of Tenant, or that of
its agents, servants, employees, licensees or contractors, Landlord may make or
cause the same to be made, but shall not be obligated to do so, and Tenant
agrees to pay the Landlord promptly upon Landlord's demand, as Additional
Rental, the full cost of such repairs, if made. In the event Landlord elects not
to make such repairs caused by the act, default or negligence of Tenant, or that
of its agents, servants, employees, licensees or contractors, Landlord may
require Tenant to promptly make such repairs at Tenant's sole cost and expense.

         11: PARKING FACILITIES AND COMMON AREAS
         ---------------------------------------

         11.1 Landlord hereby grants to Tenant, its agents, servants, employees,
visitors, licensees, customers and contractors a non-exclusive license to use up
to 117 undesignated spaces of the parking facilities and to use the other common
areas and facilities of the Park in common with others during the term of this
Lease as shown on Exhibit B-2, subject to the exclusive control and management
thereof by Landlord and subject, further, to the rights of the Landlord to make
changes, additions to, subtractions from, rearrangements of, alterations of,
modifications of and/or supplements to the parking facilities and other common
areas and facilities, the Park or the real property of which it is a part
provided that Tenants right to use 117 parking spaces shall not be

                                       14

<PAGE>

reduced as a result thereof.

         11.2 Landlord will, or will cause others to, operate, maintain, manage,
equip, police, light, repair, clean, plow, shovel and repave the parking
facilities and other common areas and facilities in a manner deemed by Landlord
to be reasonable and appropriate and in the best interests of the Park. Landlord
shall have the right (1) to establish, modify and enforce reasonable rules and
regulations with respect to the Park and parking facilities and other common
areas and facilities; (2) to enter into, modify and terminate easement and other
agreements pertaining to the use and maintenance of the Park and parking
facilities and other common areas and facilities; (3) to close temporarily any
or all portions of the Park and parking facilities and other common areas and
facilities; and (4) to do and perform such other acts in and to the Park and
parking facilities and other common areas and facilities and improvements as, in
the reasonable business judgment of the Landlord, is advisable. Tenant shall
conform to all reasonable and uniform rules and regulations which the Landlord
may make in the management and use of the parking facilities and other common
areas and facilities.

         11.3 Tenant and its employees shall not park cars except in areas which
shall be designated by Landlord for Tenant parking as shown in Exhibit B-2
attached hereto. All loading and unloading of goods shall be made at the rear
entrance or truck dock. Tenant agrees that upon written notice from Landlord, it
will, within ten (10) days, furnish Landlord with the state automobile license
numbers assigned to the cars of all its employees. Landlord may require Tenant
to cause its employees to identify their vehicles by way of stickers issued by
Landlord or other means of identification evidencing authority to use the MDA
property. Landlord reserves the right to require Tenant to remove "junk" and/or
unregistered motor vehicles which are or were owned by any employee of Tenant
from the parking area if, in Landlord's judgment, said vehicle make the parking
area unsightly or if said vehicles interfere with free ingress and egress.
Further, Landlord reserves the right to cause the removal of any vehicles which
are parked in a location which interferes with free ingress and egress
throughout the Park and Premises. No portion of any parking area shall be used
for the repair or storage of vehicles or equipment (other than on an emergency
or day-to-day transient basis by Tenant, its agents, servants, employees,
visitors, licensees, customers and contractors). The foregoing shall not
prohibit Tenant from parking a normal and customary fleet of company cars in the
parking area, provided that no vehicle maintenance (which term includes, but is
not limited to, gasoline pumping and automobile repair) may be performed.

         12: TENANT FIT-OUT AND ALTERATIONS
         ----------------------------------

         12.1 When Landlord permits Tenant to enter upon the Demised Premises
prior to the Commencement Date for the purpose of performing the Tenant Process
Work, or in the event Landlord permits Tenant to enter upon the Demised Premises
for the purpose of moving or installing any of Tenant's furniture, equipment
fixtures, business machines or other personal property into or upon the Demised
Premises, or for any other purposes the provisions of Paragraph 25 (Fire
Insurance) and Paragraph 26 (Damage) of this Lease Agreement shall apply and
become effective as

                                       15

<PAGE>

of the date of the first such entry by Tenant.

         12.2 After the completion of the Landlord Work and Tenant Work set
                                                   -
forth in Exhibit W-1 hereof and the Tenant Process Work, the Tenant is
                   -
specifically prohibited from renovating, altering, improving, and/or making any
interior or exterior changes, or installing any equipment (other than normal
office equipment) in the Premises without the prior approval of Landlord, said
approval may be granted or withheld in Landlord's sole and absolute discretion.
Prior to the commencement of the work, Tenant shall deposit with Landlord a sum
of cash equivalent to Ten (10.00%) per cent of the cost of the work as
determined by Landlord, provide a completion bond or irrevocable letter of
credit in form satisfactory to Landlord or at Landlord's option, an amount
determined by Landlord in Landlord's reasonable commercial judgment, as security
to assure the proper completion of the approved work. If Tenant completes said
work in accordance with the approved plans and specifications, Landlord shall
return said sum to Tenant, without interest, release said completion bond and/or
irrevocable letter of credit within Thirty (30) days of the issuance of the
Certificate of Occupancy as set forth below. Prior to the commencement of any
work approved by Landlord, Tenant shall provide Landlord with a copy of any
appropriate and/or required permit for the approved work issued by the
appropriate governmental authority. Upon completion of the approved work, Tenant
shall provide Landlord with a copy of the Certificate of Occupancy for the
approved work issued by the appropriate governmental authority. All of such work
conducted by Tenant or at its direction shall be done at Tenant's sole cost and
expense, shall conform in all respects to Landlord's standards and
specifications, shall be done in a workmanlike manner, shall at all times comply
with all applicable laws, rules, ordinances and regulations and in no way harm
the structure of the Premises or the building of which the Premises are a part,
provided that at the expiration of this Lease, or any extension thereof, Tenant,
at its expense, restores the within Premises to its original condition, ordinary
wear and tear, Landlord Work and the Tenant Work set forth in Exhibit W-1 hereof
excepted, and repairs any damage to the Premises resulting from the installation
or removal of such partitions, fixtures, or equipment as may have been installed
by Tenant, or repairs and restores the Premises to the condition it was in
during the term of this Lease, at Landlord's option if requested to do so by
Landlord. Landlord reserves the right, before approving any such changes,
additions or alterations, and to secure Landlord against Tenant's obligation to
repair or restore the Premises at the end of the term of the Lease to require
the Tenant to furnish it a good and sufficient bond. All of such changes,
additions or alterations shall be made solely at the expense of the Tenant; and
the Tenant agrees to protect, indemnify and save harmless the Landlord on
account of any injury to third persons or property, by reason of any such
changes, additions, or alterations, and to protect, indemnify and save harmless
the Landlord from the payment of any claim of any kind or character on account
of bills for labor or material in connection therewith. Before Tenant may do any
work at the Premises pursuant to this paragraph, Tenant must provide Landlord
with a Certificate of Insurance in an amount reasonably satisfactory to
Landlord, which insurance must provide the coverage required under this
paragraph. All of such work conducted by Tenant or at its direction shall be
performed only by contractors or subcontractors selected by Tenant from a list
of same prepared by Landlord. Tenant is specifically prohibited from using any
contractor or subcontractor not listed by Landlord as


                                       16

<PAGE>

approved, and the use of any contractor or subcontractor not on the approved
list provided by Landlord shall be a default under this Lease. Tenant shall make
no structural changes, roof penetrations, exterior wall penetrations or
alterations unless prior approval from the Landlord is obtained in writing,
which approval may be granted or withheld in Landlord's sole discretion. As to
any structural changes, roof penetrations, exterior wall penetrations or
alterations Landlord shall have the absolute right, in Landlord's sole
discretion, to designate the contractor(s) which may perform said work.

         12.3 Tenant, may, at its expense install any interior lighting fixtures
or other trade fixtures or equipment, and may at its expense repair, redecorate
and/or paint the Premises with the prior approval of the Landlord in writing,
after submission of such plans and specifications to Landlord, said approval not
to be unreasonably withheld. All work done by Tenant hereunder shall be in
accordance with all requirements of Paragraph 12.2 above.

         13: SIGNS
         ---------

         13.1 Tenant shall have the right to install signage (including exterior
signage on the Building) in conformance with all applicable laws, the MDA and
Landlord's requirements, subject to Landlord's approval. The Tenant shall not
display any sign, picture, advertisement, awning, merchandise or notice on the
outside of the building of which the Premises are a part, nor on the outside or
inside of the Premises, except as shall conform to the requirements of the
Landlord and any governmental agencies having jurisdiction thereof. Having been
granted authority to erect and maintain a sign or signs, Tenant shall maintain
said sign(s) in a first class condition and state of repair. Missing, broken,
blocked or malfunctioning letters or other elements of signage shall be replaced
or repaired by Tenant at Tenant's sole cost and expense within 30 days of such
condition occurring. If, after such 30 day period, such repair or replacement
has not been accomplished by Tenant as required hereunder, Tenant shall, upon
notice from Landlord, cover such sign in its entirety with brown or black opaque
material until the repair or replacement has been accomplished. If Tenant fails
or refuses to make such repair or replacement or cause the sign to be covered as
required, Landlord may, but shall not be obligated to, cause such repair or
replacement to be done and Tenant shall pay to Landlord on demand, as Additional
Rental, any costs or expenses incurred or paid by Landlord making such repair or
replacement in accordance with the provisions of this Paragraph.

         14: OUTSIDE APPEARANCE AND DISPLAYS
         -----------------------------------

         14.1 Tenant shall maintain the Premises in a neat and clean condition,
shall keep sidewalks adjoining the Premises clean and free from rubbish and
shall store all trash and garbage within the Premises or in such place as
Landlord may designate, and shall arrange for the regular pick up of trash and
garbage. Tenant shall not burn any trash of any kind in and about the building
and shall not permit rubbish, refuse or garbage to accumulate or fire hazards to
exist about the Premises.

                                       17

<PAGE>

         14.2 The Tenant shall not display any merchandise or show cases or
other obstructions on the outside of the building, or the Premises, or in any
lobby or passageway adjoining the same which shall extend beyond the border line
of the Premises, except a picnic table.

         15. CHANGES OR ALTERATIONS BY LANDLORD
         --------------------------------------

         15.1 Without liability or allowance to Tenant on the part of Landlord,
Landlord reserves the right to make such changes, alterations, additions,
improvements, repairs or replacements in or to the Building (including the
Premises) and the fixtures and equipment thereof, and to erect, maintain and use
pipes, ducts and conduits in and through the Premises which pipes, ducts and
conduits existed on the date of the execution of this Lease or are permitted
under Paragraph 1.3 hereof. In the exercise of said rights Landlord agrees to
reasonably attempt to not cause material interference with Tenant's business.
Landlord agrees, except in case of emergency, to give Tenant prior reasonable
notice before proceeding with any changes or alterations and to proceed with due
diligence so as to minimize interference with Tenant's business. In addition,
Landlord agrees not to unreasonably interfere with the use of the Premises and
covenants that all changes shall be consistent with high quality office/business
Buildings.

         15.2 Landlord reserves the right to name or renumber the Building and
to change the name or address of the Building at any time and from time to time,
and to so indicate on any interior or exterior surface of the Building. If
Landlord exercises said right(s), Landlord will reimburse Tenant a reasonable
amount for Tenant's costs arising directly from such change(s), including,
without limitation, replacing a reasonable amount of Tenant's stationary,
business cards and the like.

         15.3 There shall be no allowance to Tenant for a diminution of rental
value and no liability on the part of Landlord by reason of inconvenience,
annoyance or injury to business arising from Landlord, Tenant or others making
any changes, alterations, additional, improvements, repairs or replacements in
or to any portion of the Building or the Premises, or in or to the fixtures,
appurtenances or equipment thereof; and no liability upon Landlord for failure
of Landlord or others to make any changes, alterations, additions, improvements,
repairs or replacements in or to any portion of the Building or the Premises, or
in or to the fixtures, appurtenances or equipment thereof, except as required by
Landlord under this Lease; however, Landlord agrees to use due diligence when
making any changes, alterations, additions, improvements, repairs or
replacements so as to attempt to cause minimum inconvenience to Tenant's
business operation.

         16: COVENANTS BY TENANT
         -----------------------

         16.1 Tenant shall pay promptly when due all Basic Rental, Additional
Rental and other charges under this Lease at the time and in the manner set
forth in this Lease.

         16.2 Tenant shall procure and maintain in effect at all times any
licenses and permits

                                       18

<PAGE>

required for any use made of the Premises by Tenant. Upon the expiration or
termination of this Lease, to remove its goods and effects and those of all
persons claiming under it, and to yield up peaceable to Landlord the Premises in
the condition required by this Lease, damage by fire, taking, casualty,
structural defects (other than those caused by Tenant, its agents, servants,
employees, invitees and/or contractors) and reasonable wear and tear only
excepted.

         16.3 Tenant shall not make any use of the Premises which causes
disruption or interference with the normal business operations of either
Landlord or any other occupants of the Building or of the Park or is contrary to
any law, ordinance or regulation, nor permit any act or thing to be done on the
Premises which shall constitute a nuisance or which may make void or voidable
any insurance on said Premises, the building of which they are a part, the Park,
or the parking facilities or other common areas or facilities against fire, and
to pay any increased or extra premium payable for any such insurance resulting
from any act done by Tenant, its agents, servants, employees, invitees and/or
contractors.

         16.4 Tenant shall pay promptly when due the entire cost of any work to
the Premises undertaken by Tenant so that the Premises, the building of which
they are a part, the Park, and the parking areas and other common areas and
facilities, shall at all times be free of liens for labor and materials; to
procure all necessary permits before undertaking such work; to do all of such
work in a good and workmanlike manner, employing materials of good quality and
complying with all government requirements; and to save Landlord harmless and
indemnified from all injury, loss, claims or damage (including, but not limited
to, Landlord's costs of defense and reasonable attorney's fees) to any person or
property occasioned by or growing out of such work.

         16.5 Tenant shall give to Landlord prompt written notice of any damage
to, or defective condition in, any part of the Building's plumbing, electrical,
heating, air conditioning or other systems serving, located in, or passing
through the Premises. Such condition shall be remedied by Landlord and, if the
same was caused by Tenant, the cost of remedy thereof shall be paid by Tenant.
In no event shall Tenant be entitled to claim any damages arising out of or from
such damage or defective condition. Nothing, however, in this paragraph is
intended to relieve Landlord from the negligence or willful wrongdoing of itself
or its agents, servants, employees, invitees and/or contractors.

         17: LIABILITY AND INDEMNITY
         ---------------------------

         17.1 The Tenant shall save the Landlord harmless and indemnified from
all injuries, loss, claims or damage (including, but not limited to, Landlord's
costs of defense and reasonable attorney's fees) to any person or property while
within or on the Premises unless caused by the act, negligence or default of the
Landlord, its agents, servants, employees, invitees and/or contractors, and from
and against all injury, loss, claims or damage (including, but not limited to,
Landlord's costs of defense and reasonable attorney's fees) to any person or
property anywhere occasioned by any act, negligence

                                       19

<PAGE>

or default of Tenant. Tenant shall furnish liability insurance naming Landlord
as an additional insured, in the amount of $3,000,000.00, combined single limit
policy for bodily injury and property damage. Landlord shall have the right to
require Tenant to increase the amount of Tenant's insurance coverage set forth
above based upon Landlord's reasonable commercial judgment. The Tenant shall
furnish to Landlord a certificate of insurance which will provide by suitable
endorsements (a) that the contractual liability of Tenant hereunder is covered
thereby, and (b) that the insurance will not be canceled or substantially
changed without at least ten (10) days prior written notice to Landlord.

         17.2 The Landlord shall save the Tenant harmless and indemnified from
all injury, loss, claims or damage (including, but not limited to, Tenant's
costs of defense and reasonable attorney's fees) to any person or property while
on the parking facilities or other common areas and facilities, or any portion
of the Park premises not within the Tenant's Premises, unless caused by the act,
negligence or default of Tenant, its agents, servants, employees, invitees
and/or contractors, and from and against all injury, loss, claims or damage
(including, but not limited to, Tenant's costs of defense and reasonable
attorney's fees) to any person or property anywhere occasioned by any act,
negligence or default of Landlord. Landlord shall maintain public liability
insurance in amounts Landlord in its reasonable commercial judgment deems
necessary and appropriate, in companies qualified to do business in said state
insuring Landlord against injury to persons or damage to property as herein
provided.

         17.3 Tenant shall deliver to Landlord certificates of such insurance at
or prior to the commencement of the term of this Lease, and thereafter within
ten (10) days prior to the expiration of such policies.

         18: BANKRUPTCY OR INSOLVENCY
         ----------------------------

         18.1 To more effectually secure the Landlord against loss of the rent
and other payments herein provided to be made by the Tenant, it is agreed as a
further condition of this Lease that the filing of any petition of bankruptcy or
insolvency by or against the Tenant, or the adjudication in Bankruptcy of the
Tenant, or the appointment of a Receiver for Tenant by any court, or Tenant's
assignment of its property for the benefit of creditors shall be deemed to
constitute a breach of this lease, if said petition is not dismissed or Receiver
discharged within sixty (60) days after the filing or appointment, and thereupon
without entry or other action by the Landlord, this Lease shall, at the option
of the Landlord, become and be terminated; and not withstanding any other
provisions of this Lease, the Landlord shall forthwith upon any such termination
be entitled to recover the rent reserved in this Lease for the residue of the
term hereof less the fair rental value of the Premises for the residue of said
term.

         19: LITIGATION
         --------------

         19.1 In the event the Landlord or its Agents, without fault on
its/their part, or default under

                                       20

<PAGE>

the terms of this Lease, become involved, through or on account of the occupancy
of the Premises by the Tenant, or the conduct of Tenant's business upon the
Premises, in any controversy or litigation, with any Third Party, the Tenant
shall upon notice from Landlord or its Agent, immediately take all necessary
steps, and do whatever may be necessary to remove said Landlord's connection
with, or liability under such controversy or litigation, and particularly if
such controversy or litigation throws any cloud or encumbrance upon the title of
said Landlord to its real estate; provided, that if the Tenant believes it has a
good and valid defense, or claim, in such controversy or litigation which Tenant
desires to set up and maintain by and throughout court procedure and litigation,
the Tenant shall have the right to do so, provided it first executes and
delivers to the Landlord an indemnifying bond with surety, and discharges any
and all final judgments, liens, costs, damages, expenses and obligations of
Landlord whatsoever, in or arising out of the controversy or litigation
involving the Landlord or its Agents, including all costs, expenses and
reasonable attorney's fees incurred by Landlord or its agents in protecting
their interest or defending themselves in such controversy or litigation.

         20:  ATTORNEY'S FEES
         --------------------

         20.1 If the Landlord or Tenant shall at any time be at default
hereunder, and if the Landlord or Tenant shall institute an action, summary
proceeding or arbitration against the other party based upon any such default,
or if the Landlord or Tenant shall cure such default or defaults for the act of
the other party, then the Landlord or Tenant will reimburse the other party for
the expense of attorney's fees and disbursements thereby incurred by the other
party, so far as the same are reasonable in amount. Also so long as the Tenant
shall be a Tenant hereunder the amount of such expenses shall be deemed to be
"Additional Rent" hereunder and shall be due from the Tenant to the Landlord on
the first day of the month following the incurring of such respective expenses.
Similarly, if Landlord is required to reimburse Tenant under this Paragraph,
Landlord shall pay said reimbursement on the first day of the month following
the incurring of such respective expenses.

         21:  HAZARDOUS SUBSTANCES
         -------------------------

         21.1 The term "Hazardous Substance" shall mean any substance, chemical
or waste that is or shall be listed or defined as hazardous, toxic or dangerous
under Applicable Environmental Law, including, but not limited to PCB's and any
petroleum products, except commonly used cleaning products and products used in
common office machinery, i.e photocopiers, in amounts customary and reasonable
for normal office use.

         21.2 The term "Applicable Environmental Law" shall include, but shall
not be limited to, CERCLA, RCRA, the Federal Water Pollution Control Act, 33
U.S.C.(S)(S)1251, et. seq., the Clean Air Act, 42 U.S.C.(S)7401, et. seq., and
the regulations thereunder, and any other local, state and/or federal laws or
regulations, whether currently in existence or hereinafter enacted, that govern:

                                       21

<PAGE>

       (i)    the existence, cleanup and/or remedy of contamination on property;
       (ii)   the protection of the environment from spilled, deposited or
              otherwise emplaced contamination;
       (iii)  the control of hazardous wastes; or
       (iv)   the use, generation, transport, treatment, removal or recovery
              of hazardous substances, including building materials.

       21.3 On or before the Commencement Date Landlord shall, at Landlord's
sole cost and expense, provide to Tenant a Phase I Environmental Assessment of
the Building of which the Premises are a part from an environmental consultant
selected by Landlord (the "Initial Environmental Audit").

       21.4 Tenant shall not use, store, generate, treat, transport or dispose
of any hazardous waste or Hazardous Substances on the Premises or the Park
without first obtaining Landlord's written approval. Tenant shall notify
Landlord and seek such approval in writing at least thirty (30) days prior to
bringing any Hazardous Substances, as defined by any Federal, State or local law
or regulation, onto the Premises. Landlord may withdraw approval of any such
Hazardous Substances at any time, for reasonable causes related to the threat of
contamination, or damage or injury to persons, property or resources on the
Premises, the Building of which the Premises are a part or the Park. Upon
receipt of such disapproval, Tenant shall remove the Hazardous Substances from
the Premises or the Park. Landlord's failure to approve the use of a Hazardous
Substance under this paragraph shall not limit or affect Tenant's obligations
under this Lease, including Tenant's duty to remedy or remove releases or
threatened releases; and to comply with all applicable laws, federal, state and
local relating to the use, storage, generation, treatment, transportation and/or
disposal of such hazardous waste and/or Hazardous Substances.

       21.5 For any years in which Tenant has used, generated, treated, stored
or transported Hazardous Substances on or in the Premises or the Park, Tenant
shall provide Landlord with a written report (i) listing the substances which
were present on or in the Premises or the Park as a result of Tenant's use of
same (and provide copies of Material Safety Data Sheets [MSDS] with respect to
same and copies of all manifests required by State or Federal laws with regard
to disposal of any Federally-regulated hazardous waste or Connecticut-regulated
waste); (ii) all releases of Hazardous Substances that occurred or were
discovered on the Premises or the Park by Tenant, its agents, servants,
employees, invitees or contractors; (iii) all Hazardous Substance-related
compliance activities, including all contacts with administrative agencies in
any way concerning Hazardous Substances and all requests from third parties for
cleanup or compliance occurring or received by Tenant, its agents, servants,
employees, invitees or contractors; and (iv) all plans relating to the use of
the Premises or the Park, consent agreements or other contracts relating to
Hazardous Substances executed or requested during that time period by Tenant,
its agents, servants, employees, invitees or contractors. The report shall
include copies of all documents and correspondence related to such activities
and written reports of verbal contacts by Tenant, its agents, servants,
employees, invitees or

                                       22

<PAGE>

contractors. Tenant shall designate one individual or position to be responsible
to provide information to Landlord with respect to Hazardous Substances and/or
environmental matters.

         21.6  In the event Tenant applies for any permits or approvals with
respect to storage, generation, treatment, transportation and/or disposal of
hazardous waste or Hazardous Substances, Tenant shall notify Landlord and
provide copies of said applications prior to submission of same to governmental
authorities for approval.

         21.7  Tenant further agrees to promptly contain, remove and mitigate
the effect of any such pollution or contamination or hazardous waste or
Hazardous Substances on the Premises or the Park resulting from the act,
omission or negligence of Tenant, its agents, servants, employees, invitees or
contractors, in compliance with all applicable laws and regulations; and take
all such steps which may be required to satisfy and/or remove any lien placed
upon said Premises or the Park by the Commissioner of the Connecticut Department
of Environmental Protection pursuant to Connecticut statutes or regulations, the
United States Environmental Protection Agency pursuant to Federal statutes or
regulations, the local government or any legal authority, or any agents of any
of said entities, or any other entity or person, be it a public agency or
private, pursuant to any federal, state or local law, ordinance or regulation
resulting from any such act, omission or negligence of Tenant, its agents,
servants, employees, invitees or contractors.

         21.8  Tenant shall permit Landlord and its agents to enter into and
upon the Premises at all reasonable times for the purpose of inspecting the
Premises and all activities thereon, including activities involving
environmental matters and/or Hazardous Substances, or for the purposes of
maintaining the Building. As to inspection or maintenance of the Premises in the
normal course of Landlord's business, Landlord will provided Tenant forty eight
(48) hours notice of such inspection or maintenance, and Tenant shall have the
right to have a representative of Tenant present at all such times. As to
inspection or maintenance which Landlord reasonably considers to be an emergency
or require immediate attention, Landlord shall not be required to give any prior
notice to Tenant, nor to wait for any Tenant representative, but will give
Tenant notice of said inspection or maintenance within a reasonable time
thereafter.

         21.9  No spill, deposit, emission, leakage or other release of
hazardous waste or Hazardous Substances in or on the Premises or the Park, soil,
groundwater and/or water by Tenant, its agents, servants, employees, invitees or
contractors shall be deemed to result in wear and tear that would be normal for
the period of Tenant's occupancy.

         21.10 After Tenant has vacated the Premises in accordance with the
terms and conditions of this Lease, but no later than 10 days after the
expiration or sooner termination of this Lease, Tenant shall, at its sole cost
and expense, provide Landlord with a phase I environmental assessment of the
Premises, together with such additional reports and testing (including a phase
II environmental assessment) if necessary in Landlord's sole discretion using a
consultant selected by and acceptable

                                       23

<PAGE>


to Landlord, to determine the environmental status of the Premises as of the
date of that Environmental Update ("Environmental Update").

         21.11 Tenant shall surrender the Premises free of any contamination or
other damage caused by such occurrences during the term of this Lease by Tenant,
its agents, servants, employees, contractors or invitees.

         21.12 The Tenant hereby  irrevocably  and  unconditionally  agrees to
indemnify and hold the Landlord and Owner harmless, at all times, from and
against all liabilities, claims, liens, losses, costs, damages and expenses,
including, but not limited to reasonable attorney's fees and costs of defense
and experts incurred by the Landlord or Owner, claims paid whether as a result
of final judgment or in the settlement of contested claims, which the Landlord
or Owner may incur, sustain or be liable for, directly or indirectly, as the
result of any acts, omissions or negligence by the Tenant, its agents, servants,
employees, invitees or contractors which results in the exercise by the United
States Environmental Protection Agency, the Connecticut Department of
Environmental Protection, the local government or any legal authority, or any
agents of any of said entities, or any other entity or person, be it a public
agency or private, of any legal rights it may now or hereafter be entitled to
exercise with respect to Chapter 445 or 446K of the Connecticut General Statutes
(C. G. S.(S)22a-114, et. seq. and C.G.S.(S)22a-416 et. seq. respectively and
C.G.S. (S)22a-451 et. seq.), the Resource Conservation and Recovery Act of 1976
(42 U.S.C.(S)6901 et. seq.), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C.(S)9601 et. seq.), the
Hazardous Materials Transportation Act (49 U.S.C.(S)1801 et. seq.), the Federal
Water Pollution Control Act (33 U.S.C. (S)1251 et. seq.), the Clean Air Act (42
U.S.C.(S)7401 et. seq.), the Toxic Substances Control Act (15 U.S.C.(S)2601 et.
seq.), the Clean Water Act (33 U.S.C.(S)1251 et. seq.), the Safe Drinking Water
Act (42 U.S.C.(S)(S)300f through 300j), the Oil Pollution Control Act of 1990
(33 U.S.C.(S)2701 et. seq.), the Rivers and Harbors Act of 1899 (33 U.S.C.(S)401
et. seq.) and the Occupational Safety and Health Act (29 U.S.C.(S)651 et. seq.)
or any amendment, supplement or modification thereof or regulations or other
authority promulgated thereunder, or any other similar Federal, State or local
law, ordinance or regulation and for any other matter arising directly or
indirectly as a result of said laws or regulations including, but not limited
to, the removal of any "Hazardous Waste" as defined in the Federal laws or
regulations or the Connecticut General Statutes or regulations, or Hazardous
Substance as defined above, whether or not ordered by the respective Government
agencies referred to above or any Federal, State or local law or regulation or
any other claim at law or in equity. In the event the Landlord or Owner incurs
any of such expenses, or any of the above mentioned authorities exercises any of
the powers or rights set forth above as a result of the activities of Tenant as
set forth above, then the Landlord or Owner may require the Tenant to post a
bond in favor of the Landlord or Owner in an amount sufficient to indemnify
Landlord or Owner under this paragraph, the amount of said bond to be determined
by the Landlord or Owner. Failure of the Tenant to post said bond when required
by Landlord or Owner shall be a default under this lease. The provisions of this
paragraph shall be binding on the Tenant, its successors and assigns, and inure
to the benefit of the Landlord and Owner, their successors and assigns.

                                       24

<PAGE>

         21.13 Tenant's obligations under this Paragraph, including, but not
limited to its reporting, remediation and indemnification obligations, shall be
limited to any Hazardous Substances generated, stored, transported or disposed
of by Tenant, its successors and assigns, and inure to the benefit of the
Landlord and Owner, their successors and assigns.

         21.14 This Paragraph 21 shall survive the termination or expiration of
this Lease.

         22: ASSIGNMENT, MORTGAGING AND SUBLEASE
         ---------------------------------------

         22.1  Tenant covenants and agrees, for Tenant and its successors,
assigns and legal representatives, that neither this Lease nor the term and
estate hereby granted, nor any part hereof or thereof will be assigned,
mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily,
involuntarily, by operation of law, or otherwise), and that neither the
Premises, nor any part thereof, will be encumbered in any manner by reason of
any act or omission on the part of Tenant, or will be used or occupied, or
permitted to be used or occupied, or utilized for desk space or for mailing
privileges or as a concession, by anyone other than Tenant, or for any purpose
other than as hereinbefore set forth, or will be sublet, or offered or
advertised for subletting, without the prior written consent of Landlord in
every case; provided, however, that if Tenant is a corporation, limited
liability company, partnership, association or other legal entity the assignment
or transfer of this Lease and the term and estate hereby granted, to any
corporation, limited liability company, partnership, association or other legal
entity into which the Tenant is merged or with which the Tenant is consolidated
or which corporation, limited liability company, partnership, association or
other legal entity controls, is controlled by or is commonly controlled with
Tenant, or which corporation, limited liability company, partnership,
association or other legal entity is purchasing substantially all of Tenant's
business as conducted at the Premises (such corporation, limited liability
company, partnership, association or other legal entity being hereinafter, in
this Paragraph 22, called "Assignee") without the prior written consent of
Landlord shall not be deemed to be prohibited hereby if, and upon the express
condition that, Assignee shall have executed, acknowledged and delivered to
Landlord an agreement, in form and substance satisfactory to Landlord, whereby
Assignee shall assume and agree to perform, and to be personally bound by and
upon, all the covenants, agreements, terms, provisions and conditions set forth
in this Lease on the part of the Tenant to be performed, and whereby Assignee
shall expressly agree that the Provisions of this Paragraph 22 shall,
notwithstanding such assignment or transfer, continue to be binding upon it with
respect to all future assignments and transfers, and further conditioned that
Tenant shall execute and deliver to Landlord a Guaranty of payment and
performance of Assignee in form and substance satisfactory to Landlord.

         22.2  Notwithstanding anything hereinbefore contained in this Paragraph
22, in the event Tenant desires Landlord's consent to an assignment or
subletting of all or any part of the Premises, Tenant, by notice in writing,
shall notify Landlord of the name of the proposed assignee or subtenant,

                                       25

<PAGE>

such information as to proposed assignee's or subtenant's financial
responsibility and standing as Landlord may reasonably require, and of the
covenants, agreements, terms, provisions and conditions contained in the
proposed assignment or sublease.

         22.3 Landlord covenants not to unreasonably withhold or delay its
consent to such proposed assignment or subletting by Tenant of such space to the
proposed assignee or subtenant on said covenants, agreements, terms, provisions
and conditions set forth in the notice to Landlord referred to above, provided,
however, that Landlord shall not in any event be obligated to consent to any
such proposed assignment or subletting unless:

         (a)      in the reasonable judgment of Landlord, the proposed assignee
                  or subtenant is of a character and engaged in a business such
                  as are in keeping with the standards of Landlord in those
                  respects for the MDA, building and occupancy;

         (b)      in the reasonable judgment of Landlord, the purposes for which
                  the proposed assignee or subtenant intends to use the portion
                  of the Premises sublet to it are such as are in keeping with
                  the standards of Landlord in those respects for the MDA,
                  Building and its occupancy;

         (c)      such subletting will result in there being no more than three
                  occupants of the Premises, including Tenant and all
                  subtenants;

         (d)      the space so to be sublet shall be regular in shape with
                  appropriate means of ingress and egress and suitable for
                  normal renting purposes;

         (e)      the proposed assignee or subtenant under such proposed
                  subletting shall not be a government or any subdivision or
                  agency thereof nor then be a tenant or subtenant of Landlord
                  or an occupant of any part of the Building in excess of ten
                  thousand (10,000) square feet outside the Premises;

         (f)      Tenant shall reimburse Landlord for any reasonable expenses
                  that may be incurred by Landlord in connection with the said
                  assignment or sublease, including, without limitation, the
                  costs of making investigations as to the acceptability of a
                  proposed assignee or subtenant and reasonable legal expenses
                  incurred in connection with the granting of any requested
                  consent to an assignment or subletting;

         (g)      the proposed subletting shall be at a rate not less than the
                  rental rates at which Landlord is offering comparable space
                  in the Building for a comparable term; and

         (h)      Tenant shall pay to Landlord, as and for Additional Rental
                  with each monthly installment of Basic Rental and Additional
                  Rental due and payable by Tenant to

                                       26

<PAGE>

          Landlord, in case of a subletting, during the term of the sublease
          between Tenant and the subtenant, an amount equal to fifty (50%)
          percent of the excess of the rent received by Tenant from the
          subtenant with respect to the space covered by the sublease over the
          rent payable by Tenant to Landlord for said space for the same period,
          and in the case of an assignment, during the remainder of the term of
          this Lease, an amount equal to fifty (50%) percent of the excess of
          the total rent payable by the assignee under the terms of this Lease
          over the total amounts payable by Tenant to Landlord (specifically
          excluded from the requirements of this Paragraph 22.3(h) are Business
          Assignments).

    22.4 Each subletting to this Paragraph 22 shall be subject to all the
covenants, agreements, terms, provisions and conditions contained in this Lease
and the MDA. Tenant covenants and agrees that, notwithstanding such assignment
or any such subletting to any tenant and/or acceptance of Basic Rental and
Additional Rental by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment of the Basic Rental and Additional Rental due and
to become due hereunder and for the performance of all the covenants,
agreements, terms, provisions and conditions contained in this Lease on the part
of the Tenant to be performed. Tenant further covenants and agrees that,
notwithstanding any such assignment or subletting, no other and further
assignment, underletting or subletting of the Premises or any portion thereof
shall or will be made except upon compliance with and subject to the provisions
of this Paragraph 22. Tenant shall promptly furnish to Landlord a copy of such
sublease.

    22.5 If this Lease be assigned or if the Premises or any part thereof be
subject or occupied by any entity other than Tenant, Landlord may, after default
by Tenant, collect rent from the assignee, subtenant or occupant, and apply the
net amount collected to the rent herein reserved, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any of Tenant's
covenants contained in this Paragraph 22, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the further
performance by Tenant of covenants on the part of Tenant herein contained.

    23:  SUBORDINATION; TENANT'S NOTICE OF INTENT TO CANCEL
    -------------------------------------------------------

    23.1 This Lease shall be subject and subordinate at all times, to the lien
of the mortgages now on the Premises, and to all advances made or hereafter to
be made upon the Premises, and subject and subordinate to any Lease or other
arrangement or right to possession under which Landlord is in control of the
Premises and to the rights of the owner or owners of the Premises and of the
land or buildings of which the Premises are a part, provided, however, that in
the absence of any failure by the Tenant to perform the terms of this Lease
beyond any applicable notice and cure periods, the Tenant's possession of the
Premises on the terms and conditions set forth in this Lease shall not be
disturbed during the term of this Lease. If the mortgagee or proposed mortgagee
requests Tenant to execute an estoppel certificate or other similar document,
Tenant shall execute said

                                       27

<PAGE>

estoppel certificate and return same to Landlord within ten (10) days of
Tenant's receipt of same. Failure of Tenant to execute and return said estoppel
certificate or similar document within said ten (10) day period shall be a
default under this Lease. Landlord shall use commercially reasonable efforts to
obtain for Tenant a non-disturbance agreement from any current mortgagee.

         23.2 Tenant shall, upon the request of Landlord in writing and at no
charge or expense to Landlord, subordinate this lease and the lien hereof to the
lien of any present or future mortgage or mortgages upon the Premises or any
property of which the Premises are a part irrespective of the time of execution
or the time of recording of any such mortgage or mortgages, provided that the
holder of any such mortgage shall enter into a written agreement with Tenant to
the effect that in the event of foreclosure or other action taken under the
mortgage by the holder thereof this Lease and the rights of the Tenant hereunder
shall not be disturbed but shall continue in full force and effect so long as
Tenant shall not be in default hereunder beyond any applicable cure period. The
word "mortgage" as used herein includes mortgages, deeds of trust or other
similar instruments, and modifications, extensions, renewals and replacements
thereof, and any and all advances thereunder.

         23.3 Anything to the contrary notwithstanding, the Tenant shall not
elect to exercise any right or option to cancel and terminate this Lease for any
default by the Landlord without having first given any assignee of the rents
hereunder or mortgagee of the Premises or Park prior written notice of its
election to so cancel and terminate, and the assignee and/or mortgagee, their
successors and assigns, shall have thirty (30) days after the receipt of such
notice in which to remedy or have remedied any default of the Landlord and
thereby void Tenant's election to cancel and terminate this Lease. Landlord
hereby notifies Tenant that at the time of the execution of this Lease the
assignee/mortgagee is the Travelers Insurance Company.

         24:  SALE BY LANDLORD
         ---------------------

         24.1  If Landlord, or any subsequent owner of the Park, Premises or
Building sells the same and its successor owner assumes all liability of
Landlord hereunder, Landlord's liability for the performance of its agreements
in this Lease will end on the date of the sale of the Park, Premises or Building
and Tenant will look solely to the purchaser for the performance of those
agreements. For the purposes of this Paragraph, any holder of a mortgage or deed
of trust that affects the Park, Premises or Building at any time, and any
landlord in any lease to which this Lease is subordinate, at any time, will be a
subsequent owner of the Park, Premises or Building when it succeeds to the
interest of the Landlord or any subsequent owner of the Park, Premises or
Building. Tenant will attorn to any subsequent owners of the Park, Premises or
Building. Any and all security deposits paid by Tenant hereunder shall be held
by such subsequent owner and Tenant shall look only to such subsequent owner for
a return thereof upon the expiration of this Lease.

         25:  FIRE INSURANCE
         -------------------

                                       28

<PAGE>

         25.1 Landlord shall, from and after the date of the execution of this
Lease, keep the Premises, the building of which the Premises are a part, the
Park and the parking facilities and other common areas and facilities, as the
case may be, insured against "all risk" loss or damage by fire and any
casualties included in the extended coverage or supplementary contract
endorsements, exclusive of foundation, all concrete improvements and utilities.
Landlord will not, and shall not have any obligation to, provide coverage for
the personal property, trade fixtures, Tenant's improvements or equipment of
Tenant, as Tenant is required to provide its own insurance coverage for same as
set forth in Paragraph 25.3 below.

         25.2 Each of Landlord and Tenant hereby releases the other from any and
all liability or responsibility (to the other or anyone claiming through or
under them by way of subrogation or otherwise) for loss or damage to property
caused by fire or any of the extended coverage or supplementary contract
casualties, even if such fire or other casualty shall have been caused by the
fault or negligence of the other party, or anyone from whom such party may be
responsible, provided, however, that this release shall be applicable and in
force and effect only with respect to loss or damages occurring during such time
as the releasor's policies shall contain a clause or endorsement to the effect
that any such release shall not adversely affect or impair said policies or
prejudice the right of the releasor to recover thereunder. Each of the Landlord
and Tenant agrees that its policies will include such a clause or endorsement so
long as the same shall be obtainable without extra cost, or if extra cost shall
be chargeable therefor, each party shall advise the other thereof and of the
amount of the extra cost, and the other party, at its election, may pay the
same, but shall not be obligated to do so.

         25.3 The Tenant shall, at its own cost and expense carry fire and
casualty insurance covering all property of the Tenant and all interior
installations, partitions, equipment, systems and improvements installed or made
by it in the Premises, any loss payable under such insurance being payable
directly to the Tenant. Tenant shall provide Landlord with a copy of the
certificate for said insurance, which policy shall provide that it will not be
canceled without a Ten (10) day written notice to Landlord by the insurer.

         26:  DAMAGE
         -----------

         26.1 In case of partial or total destruction of the Premises, the
Landlord and Tenant will each give immediate notice thereof to the other. If the
Premises shall have been damaged or destroyed to an extent less than 25% of the
insurable value thereof, the Landlord will restore the Premises to their former
condition within a reasonable time, not to exceed six (6) months after the
receipt of any available insurance proceeds, at its expense. If the Premises
shall have been damaged or destroyed to an extent of 25% or more of the
insurable value thereof, the Landlord may elect to (a) restore the Premises to
their former condition with a reasonable time, not to exceed nine (9) months
after the receipt of any available insurance proceeds, at its expense, or (b)
terminate this Lease by giving notice of termination to the Tenant. If Landlord
elects to restore the Premises as set forth above and

                                       29

<PAGE>

the Premises is not restored during the applicable time period, subject to the
provisions of Paragraph 33.1 below, then Tenant shall have the right to
terminate this Lease upon written notice to Landlord. A just proportion of the
Basic Rent, according to the nature and extent of the damage or destruction,
will be abated from the time of the same until the Premises shall have been
restored (as hereinabove provided) or this Lease terminated, excepting, however,
that if the nature of the damages is such as to render the Premises wholly
unsuitable for Tenant's use, then unless this Lease is terminated by Landlord,
as hereinbefore provided, all rent shall abate and Tenant's obligations under
this Lease shall be suspended until such time as the Premises shall have been
fully restored by the Landlord, including Landlord Work and Tenant Work set
forth in Exhibit W-1 hereof. There shall be no obligation upon the part of the
Landlord to repair or rebuild during the last year of the term of this Lease
provided that, if Landlord elects not to repair or rebuild, then Tenant shall
have the right to terminate this Lease immediately. Landlord's obligation to
repair or rebuild pursuant to this paragraph shall be limited to the basic
building, systems and equipment and replacement of any interior work which may
have been installed at Landlord's cost or by Landlord's contractor. Landlord's
obligation to repair or rebuild shall also be limited to the extent of insurance

         proceeds made available by any mortgagee having control over
disposition of such proceeds and shall be further limited to not include the
restoration, repair or rebuilding of any portion of the Premises for which
Tenant is required to maintain insurance under Paragraph 25.3 of this Lease.
Tenant shall be responsible to promptly restore, repair or replace any portion
of the Premises for which Tenant is required to maintain insurance under
Paragraph 25.3 of this Lease provided Landlord has first repaired or restored
the Premises as herein provided.

         27:  EMINENT DOMAIN
         -------------------

         27.1 If any person, authority or corporation, public, private or
otherwise, shall at any time during the term of this Lease or any renewal
thereof lawfully condemn or take under power of eminent domain or condemnation
the whole or any part of the Premises, then at the option of the Landlord this
Lease shall immediately cease and terminate upon possession being taken
thereunder of the Premises or any part thereof, and the Basic Rental and
Additional Rental provided for hereunder shall be apportioned and adjusted as of
the time of such termination. The Landlord shall notify the Tenant of any such
proceedings pertaining to or in any way involving the Premises, and the Tenant
shall have the right, at Tenant's sole cost and expense, to interpose and
prosecute in any such proceeding a claim for the value of its leasehold
interests in the Premises or any part thereof and for the value of any fixtures
or improvements installed in or made to the Premises by the Tenant and for its
moving expenses, and all sums recovered or awarded on the basis of such claims
by the Tenant shall belong to and be payable to the Tenant. If, in the event of
a partial taking, the portion taken leaves the remaining portion of the Premises
wholly unsuitable for Tenant's use, then Tenant, at its election, may terminate
this Lease by giving notice to Landlord of its election and in such event the
Basic Rental and Additional Rental shall be apportioned and adjusted as of the
date of termination. If the term of this Lease shall not be terminated as
aforesaid, then the term of this Lease shall

                                       30

<PAGE>

continue in full force and effect, and Landlord shall within a reasonable time
after possession is physically taken (subject to delays due to shortage of
labor, materials or equipment, labor difficulties, breakdown of equipment,
government restrictions, fires, other casualties or other causes beyond the
reasonable control of Landlord) repair or rebuild what may remain of the
Premises for the occupancy of Tenant; and a just proportion of the Basic Rental
and Additional Rental shall be abated, according to the nature and extent of the
part of the Premises acquired or condemned, in proportion to the area of the
Premises rendered unusable for Tenant to conduct its ordinary business as
previously conducted at the Premises for the balance of the term of the Lease.

         27.2 Landlord reserves to itself, and Tenant assigns to Landlord, all
rights to damages accruing on account of any such taking or condemnation except
as hereinafter stated or by reason of any act of any public or quasi public
authority for which damages are payable. Tenant agrees to execute such
instruments of assignment as may be required by Landlord, to join with Landlord
in any petition for the recovery of damages, if requested by Landlord, and to
turn over to Landlord any such damages as may recovered in any such proceeding.
If Tenant shall fail to execute such instruments as may be required by Landlord,
or to undertake such other steps as may be as may requested as herein stated,
Tenant shall be in default under this Lease. It is agreed and understood,
however, that Landlord does not reserve to itself, and Tenant does not assign to
Landlord, any damages payable for trade fixtures installed by Tenant at its own
cost and expense and which are not a part of the realty, and any damages payable
to Tenant for moving expenses.

         28: QUIET ENJOYMENT
         -------------------

         28.1 Landlord covenants and agrees with Tenant that upon Tenant paying
all Basic Rental, Additional Rental and all other charges which may become due
under this Lease and observing and performing all of the terms, covenants and
conditions on Tenant's part to be observed and performed subject to any
applicable notice and cure periods, Tenant may peaceably and quietly have, hold,
occupy and enjoy the Premises and all rights under this Lease and all said
common facilities of the Park without hindrance or disturbance by Landlord.

         29: DEFAULT BY TENANT
         ---------------------

         29.1 Upon Tenant's failure to pay any installment of Basic Rental,
Additional Rental or any other payment under this Lease within ten (10) days of
said installment being due, or if Tenant shall fail to observe and perform any
of the other conditions, agreements or provisions of this Lease, it shall be
lawful thereupon, without notice as to monetary default and after ten (10) days
written notice as to any other default (except where said other default cannot
be cured within said ten (10) day period, if Tenant commences to cure said
default within ten (10) days and diligently pursues said cure then said ten (10)
day period shall be extended to thirty (30) days) for Landlord to: (1) re-enter
and repossess the Premises, to remove all persons therefrom and to take
exclusive possession of and remove all property therefrom; and/or (2) perform on
behalf of and at the expense of Tenant, any

                                       31

<PAGE>

obligation of Tenant under this Lease which Tenant has failed to perform,
provided, however, that Landlord may exercise the remedy described in this
clause without a default by, or notice to Tenant if Landlord, in its good faith
judgment, believes it would suffer material or substantial damage by failure to
take rapid action or if the unperformed obligation of Tenant constituted an
emergency. Upon any occurrence of default by Tenant hereunder after applicable
notice and cure periods, any and all rights of Tenant as a tenant shall, at the
option of Landlord, immediately cease and terminate. Nothing provided herein
shall be deemed to obligate or require Landlord to take any action or do any
thing for or on behalf of Tenant, or otherwise. The failure on the part of the
Landlord to re-enter or repossess the Premises, or to exercise any of its rights
hereunder upon any default shall not be deemed a waiver of any of the terms and
conditions of this Lease, and shall not preclude said Landlord from the exercise
of any of such rights upon any subsequent occurring default or defaults.
Notwithstanding any other provisions of this Lease, the Landlord shall forthwith
upon any such termination be entitled to recover the total amount of rent
reserved in this Lease for the residue of the term hereof at the time of the
termination.

         29.2 Any reasonable costs or expenses incurred by Landlord (including,
but not limited to, attorney's fees) in enforcing any of its rights or remedies
under this Lease shall be deemed to be Additional Rental and shall be paid to
Landlord by Tenant upon demand.

         30: WAIVERS
         -----------

         30.1 The failure of either party to insist, in any one or more
instances, upon a strict performance of any of the covenants of this Lease, or
to exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by Landlord of Basic
Rent and/or Additional Rent with knowledge of the breach of any covenant hereof
shall not be deemed a waiver of such breach and no waiver by the Landlord of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by the Landlord. Even though the Landlord shall have consented to an
assignment of this Lease, no further assignment shall be made without the
express consent in writing by the Landlord.

         31: ABANDONMENT
         ---------------

         31.1 If Tenant shall abandon or vacate said Premises before the end of
the term or otherwise default under any other provision of this Lease agreement
beyond any applicable notice and cure periods, Landlord may take possession of
said Premises and relet the same, without such action being deemed an acceptance
of a surrender of this Lease, or in any way terminating the Tenant's liability
hereunder, and the Tenant shall remain liable for payment of the Basic Rent and
Additional Rent herein reserved, less the net amount realized by the Landlord
from reletting, after deduction of any expenses incident to such repossession
and reletting.

                                       32

<PAGE>

         32: HOLDOVER
         ------------

         32.1 If the Tenant shall occupy the Premises with the consent of the
Landlord, after the expiration of this Lease, and/or Landlord and Tenant are
negotiating in good faith for the extension or renewal of this Lease, and rent
is accepted from said Tenant, such occupancy and payment shall be construed as
an extension of this Lease for the term of one month only from the date of such
expiration, and occupation thereafter shall operate to extend the term of this
Lease for but one month at a time unless other terms of such extension are
endorsed hereon in writing and signed by the parties hereto. In such event if
either Landlord or Tenant desires to terminate said occupancy at the end of any
month after the termination of this Lease, the party so desiring to terminate
the same shall give the other party at least thirty (30) days written notice to
that effect. Failure on the part of the Tenant to give such notice shall
obligate it to pay rent for an additional calendar month, following the month in
which the Tenant has vacated the demised premises. If such occupancy continues
without the consent of the Landlord, Tenant shall pay to Landlord, as liquidated
damages, one and one-half times the amount of Basic Rent and Additional Rent at
the highest rate specified in this Lease for the time Tenant retains possession
of the Premises or any part thereof after termination of the term by lapse of
time or otherwise.

         33: GRACE PERIOD
         ----------------

         33.1 In any case where either party hereto is required to do any act,
the time for performance thereof shall be extended by a period equal to any
delay caused by or resulting from Act of God, war, civil commotion, fire or
other casualty, labor difficulties, shortages of labor, materials or equipment,
government regulations or any other causes beyond such party's reasonable
control, whether such time be designated by a fixed date, a fixed time or a
"reasonable time".

         34: NOTICES
         -----------

         34.1 Any notice required to be given hereunder shall be deemed duly
given if mailed in any Post Office by registered or certified mail with return
receipt requested, or sent by commercial overnight delivery, with signatures,
addressed to the Landlord at 2 Parklawn Drive, Bethel, Connecticut 06801 and
addressed to the Tenant at 57 Commerce Drive, Brookfield, CT 06804, Attention:
President, prior to occupancy or at the Premises subsequent to occupancy, or at
such other address as either party may give to the other in writing.

         35: REAL ESTATE BROKERS
         -----------------------

         35.1 Landlord and Tenant acknowledge that Vidal/Wettenstein, L.L.C.
(Bruce Wettenstein), acting as a licensed real estate broker, was instrumental
in the consummation of this Lease. Landlord agrees to pay any commission that
may be due said real estate broker. Landlord and Tenant each represents and
warrants to the other that it has not had any dealing with any other real estate
broker

                                       33

<PAGE>

or finder with respect to the subject matter of this Lease, and agrees to hold
the other harmless from and against any and all damages, costs and expenses,
including, but not limited to, court costs, costs of defense, costs of
settlement and reasonable attorneys fees, resulting from any claim(s) for a
brokerage commission or finder's fee that may be asserted against Landlord or
Tenant by any other broker or finder with whom Landlord or Tenant has dealt.

         36: OPTION TO RENEW
         -------------------

         36.1 Provided Tenant is not in default under this Lease beyond any
applicable notice and cure period, Landlord hereby grants Tenant an option to
renew this Lease under such terms and conditions as Landlord is offering at that
time and at the then current rental rates Landlord is offering for comparable
space in the Park for an additional period of Five (5) years (hereinafter
referred to as the "Option Term"), commencing on the Termination Date of the
Initial Term as set forth above. Said Option shall only be exercisable during
the Initial Term of this Lease, must be exercised as set forth below and shall
expire upon the termination of the Initial Term of this Lease, whether by lapse
of time or otherwise. Said option may only be exercised by a notice in writing
addressed to the Landlord stating that Tenant may wish to exercise this option,
which notice must be actually received by Landlord at or prior to the date which
is Three (3) months prior to the Termination Date of the Initial Term. At least
Six (6) months prior to the Termination Date of the Initial Term of this Lease,
                                                            -
Landlord shall forward to Tenant a copy of the then current lease form being
used by Landlord for the Park containing the terms and conditions Landlord is
        -
offering for space in the Park and shall at the same time notify Tenant of the
current rental rates Landlord is offering for comparable space in the Park so
that Tenant may be informed of said terms and conditions and rental rates prior
                                                         ----------------
to deciding whether to exercise this Option to Renew.

         37: EFFECT
         ----------

         37.1 Except as otherwise provided herein, terms and provisions of this
Lease shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, representatives, executors, administrators, successors
and permitted assigns. This Lease constitutes the entire agreement between the
parties and may not be changed except by a writing signed by the party or
parties against whom enforcement of any waiver, change, modification, extension,
estoppel or discharge is sought. Whenever used, the singular number shall
include the plural, the plural the singular, and the use of any gender shall be
applicable to all genders as the circumstances require. This Lease shall be
construed under the laws of the State of Connecticut. The Landlord and Tenant
hereby agree that any claims, disputes or litigation arising out of the terms,
conditions and covenants of this Lease shall be adjudicated in the State of
Connecticut, and the parties further hereby consent to the jurisdiction of the
State of Connecticut over any such claims, disputes or litigation. It is agreed
that if any provision of this Lease shall be determined to be void by any Court
of competent

                                       34

<PAGE>

jurisdiction, then such determination shall not affect any other provision
of this Lease, all of which other provisions of this Lease shall remain in full
force and effect; and it is the intention of the parties hereto that if any
provision of this Lease is capable of two constructions, one of which would
render the provision valid, then the provision shall have the meaning which
renders it valid. At the request of either party, Landlord and Tenant shall
execute, acknowledge and deliver to each other a recordable Notice of Lease
pursuant to Connecticut statutes too give notice of Tenant's lease. At the
termination of this Lease, whether by lapse of time or otherwise, Tenant shall
execute, acknowledge and deliver to Landlord a quitclaim or other appropriate
document in recordable form to evidence that Tenant's Lease has ended.

         IN WITNESS WHEREOF, the parties hereto have executed this lease under
seal this 8 day of February, 2001.

     /s/ Rose Dowd                         BERKSHIRE INDUSTRIAL CORPORATION
--------------------------------------
Witness   Rose Dowd

                                           By     /s/ Richard E. Steiner
                                             ------------------------------
     /s/ Kathleen S. Braden                     V. Pres
--------------------------------------
Witness  (Kathleen S. Braden)


     /s/ George Walker                     MEMRY CORPORATION
--------------------------------------
Witness   George Walker

                                           By     /s/ Joseph Pasqualucci
                                             ------------------------------
     /s/ Rose Dowd                              VP & GM, Eastern Operations
--------------------------------------
Witness   Rose Dowd


State of Connecticut      :
                          : ss. Bethel                         February 8, 2001
County of Fairfield       :


Personally appeared Joseph Pasqualucci, V.P. & G.M. of Memry Corporation, duly
                    ------------------  -----------
authorized, Signer and Sealer of the foregoing instrument, who acknowledges
the foregoing to be his free act and deed and the free act and deed of said
corporation, before me.



                                                      /s/ Martin W. Ryan
                                                 -----------------------

                                       35

<PAGE>

                                        Commissioner of the Superior Court
                                        Notary Public
                                        My Commission expires June 30, 2004
                                                              -------------


State of Connecticut    :
                        : ss.  Bethel                           February 8, 2001
County of Fairfield     :


Personally appeared Richard E. Steiner, Vice President of Berkshire Industrial,
                    ------------------  --------------
duly authorized, Signer and Sealer of the foregoing instrument, who acknowledges
the foregoing to be his free act and deed and the free act and deed of said
corporation, before me.

                                              /s/ Martin W. Ryan
                                        ------------------------

                                        Commissioner of the Superior Court
                                        Notary Public
                                        My Commission expires June 30, 2004
                                                              -------------

                                       36

<PAGE>

                                    EXHIBIT A

                               [legal description]