LEASE AGREEMENT

                                     BETWEEN


                          STRATFORD CT BUSINESS TRUST,

                           a Delaware business trust,

                                  as Landlord,

                                       and

                             DICTAPHONE CORPORATION

                             a Delaware corporation,

                                    as Tenant


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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE 1......................................................................1
         1.1      LEASE OF PREMISES; TITLE AND CONDITION.......................1
         1.2      USE..........................................................2
         1.3      TERMS........................................................3
         1.4      RENT.........................................................3

ARTICLE 2......................................................................4
         2.1      NET LEASE....................................................4
         2.2      TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW...................5
         2.3      LIENS........................................................8
         2.4      INDEMNIFICATION..............................................8
         2.5      MAINTENANCE AND REPAIR.......................................9
         2.6      PERMITTED CONTESTS..........................................10

ARTICLE 3.....................................................................11
         3.1      PROCEDURE UPON PURCHASE.....................................11
         3.2      CONDEMNATION AND CASUALTY...................................12
         3.3      REJECTABLE OFFER............................................14
         3.4      [Intentionally omitted.]....................................14
         3.5      REJECTION OF REJECTABLE OFFER...............................14
         3.6      LESS THAN MAJOR CONDEMNATION OR MAJOR CASUALTY..............15
         3.7      INSURANCE...................................................19
         3.8      ALTERATIONS.................................................23
         3.9      INTENTIONALLY OMITTED.......................................26
         3.10     EASEMENTS...................................................27

ARTICLE 4.....................................................................29
         4.1      ASSIGNMENT AND SUBLETTING...................................29

ARTICLE 5.....................................................................31
         5.1      CONDITIONAL LIMITATIONS; DEFAULT PROVISIONS.................31
         5.2      BANKRUPTCY OR INSOLVENCY....................................35
         5.3      ADDITIONAL RIGHTS OF LANDLORD...............................37

ARTICLE 6.....................................................................38
         6.1      NOTICES AND OTHER INSTRUMENTS...............................38
         6.2      ESTOPPEL CERTIFICATES, FINANCIAL INFORMATION................40

ARTICLE 7.....................................................................43


                                       (i)
<PAGE>

         7.1      ENVIRONMENTAL COVENANT AND WARRANTY.........................43
         7.2      ENVIRONMENTAL INDEMNITY.....................................48
         7.3      NOTICE......................................................48
         7.4      SURVIVAL....................................................49

ARTICLE 8.....................................................................49
         8.1      HOLDOVER....................................................49

ARTICLE 9.....................................................................49

ARTICLE 10....................................................................49
         10.1     NO MERGER...................................................49
         10.2     SURRENDER...................................................49
         10.3     MERGER, CONSOLIDATION OR SALE OF ASSETS.....................50
         10.4     SEPARABILITY; BINDING EFFECT................................50
         10.5     TABLE OF CONTENTS AND HEADINGS..............................51
         10.6     COUNTERPARTS................................................51
         10.7     RECORDING OF LEASE..........................................51
         10.8     RATING OF THE TRANSACTION...................................51
         10.9     NO BROKERS..................................................52
         10.10    GOVERNING LAW...............................................52
         10.11    WAIVER OF JURY TRIAL AND PREJUDGMENT WAIVER.................52
         10.12    CONVEYANCE BY LANDLORD......................................53
         10.13    RELATIONSHIP OF THE PARTIES.................................53
         10.14    REPRESENTATION BY COUNSEL...................................53
         10.15    ACCESS TO PREMISES..........................................53
         10.16    SHOWING.....................................................53
         10.17    TRUE LEASE..................................................54
         10.18    LANDLORD'S CONSENT AND STANDARDS............................54
         10.19    QUIET ENJOYMENT.............................................54
         10.20    FORCE MAJEURE...............................................54
         10.21    CONCERNING WILMINGTON TRUST COMPANY.........................55


                                       (ii)
<PAGE>

                              INDEX OF DEFINITIONS
                                                                         Section


Additional Rent ........................................................  1.4(b)
Alterations ............................................................  3.8(a)
Architect...............................................................  3.6(b)
Assignee ...............................................................  5.2(d)
Assurance ........................................................... 5.2(b)(ii)
Basic Rent .............................................................  1.4(a)
Business Day ...........................................................  1.4(a)
Casualty ...............................................................  3.2(a)
Compensation ...........................................................  3.2(a)
Condemnation ...........................................................  3.2(a)
Environmental Claim ................................................. 7.1(h)(iv)
Environmental Laws ...................................................7.1 (a)(i)
Environmental Violation ............................................. 7.1(h)(iv)
Estimated Cost ...........................................................3.8(a)
Event of Default .......................................................  5.1(a)
Extended Terms ............................................................  1.3
Force Majeure .............................................................10.21
Governmental Authority ...................................................7.1(c)
Guarantor ...........................................................5.1(a)(iii)
Hazardous Substance .................................................7.1(a)(iii)
Impositions ............................................................  2.2(a)
Improvements ........................................................ 1.1(a)(ii)
Indemnified Parties .......................................................  2.4
Indenture ..............................................................  3.7(c)
Investment Grade Rating ................................................  3.6(b)
Land ................................................................  1.1(a)(i)
Landlord...............................................................  Heading
Lease..................................................................  Heading
Lease Termination Date .................................................  3.2(b)
Legal Requirements .....................................................  2.2(b)
Lender..................................................................  3.7(c)
Major Casualty .........................................................  3.2(b)
Major Condemnation .....................................................  3.2(b)
Make Whole Premium .....................................................  3.1(b)
Material Alteration ....................................................  3.8(a)
Net Proceeds ...........................................................  3.2(a)
Payment Dates ..........................................................  1.4(a)
Permitted Exceptions ................................................ 1.1(a)(ii)


                                      (iii)

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Premises ...............................................................  1.1(a)
Primary Term ..............................................................  1.3
Purchase Agreement ..................................................  3.4(d)(v)
Rate ...................................................................  1.4(b)
Rating Agency ....................................................... 3.4(d)(ii)
Regulated Activity ................................................  7.1(a)(iii)
Rejectable Offer .......................................................  3.3(a)
Remedial Work ..........................................................  7.1(c)
Responsible Officer ......................................................3.3(a)
Restoration Cost .......................................................  3.6(a)
Severable Alterations .....................................................  3.9
Stipulated Loss Value ..................................................  3.3(a)
Structural Work ........................................................  3.8(a)
Tenant.................................................................  Heading
Tenant's Personal Property .........................................  1.1(a)(ii)
Term ......................................................................  1.3
Work ...................................................................  3.8(a)


                                      (iv)
<PAGE>

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT,  dated as of May 14, 1998 (this "Lease"), is made and
entered into between  STRATFORD CT BUSINESS  TRUST,  a Delaware  business  trust
(together with its successors and assigns,  herein called  "Landlord") having an
address at c/o U.S.  Realty  Advisors,  LLC, 1370 Avenue of the  Americas,  29th
Floor,  New  York,  New York  10019,  and  DICTAPHONE  CORPORATION,  a  Delaware
corporation (together with its successors and assigns,  herein called "Tenant"),
having an address at 3191 Broadbridge Avenue, Stratford, Connecticut 06497.

                                   ARTICLE 1.

     1.1 LEASE OF PREMISES; TITLE AND CONDITION.

         (a) In consideration of the rents and covenants herein stipulated to be
paid and performed by Tenant and upon the terms and conditions herein specified,
Landlord  hereby leases to Tenant,  and Tenant hereby leases from Landlord,  the
premises (the "PREMISES") consisting of:

             (i) that  certain  parcel of land more  particularly  described  on
SCHEDULE A  attached  hereto and made a part  hereof,  together  with all of the
Landlord's  right,  title and  interest,  if any,  in and to (1) all  easements,
rights-of-way,  appurtenances,  and other rights and  benefits  belonging to the
parcel of land, and (2) all public or private streets,  roads, avenues,  alleys,
or  passageways,  open or proposed,  on or abutting the parcel of land,  and any
award made or to be made in lieu thereof (collectively, the "LAND"); and

             (ii) all buildings located on the Land, together with all plumbing,
electrical,  ventilating,  heating, cooling, lighting and other utility systems,
equipment,  ducts, conduits and piping and apparatus of every kind and all other
fixtures and other personalty  owned by Landlord  (including the security system
and cameras  serving the Premises)  and located on,  attached to or comprising a
part thereof,  including,  without  limitation,  all  replacements  thereof (the
"IMPROVEMENTS").

Notwithstanding  anything to the contrary in the  foregoing,  the Premises shall
not include Tenant's or any sublessee's tradenames or trademarks or the right to
use the same,  Tenant's or any  sublessee's  trade fixtures (not attached to the
Premises in a manner that such trade  fixture  cannot be removed or severed from
the  Premises  without  causing  material  damage  thereto),   Tenant's  or  any
sublessee's  goods,  chattels,  equipment,  materials,  furniture,  or any other
business  machinery,   equipment,   motorized  vehicles,   tools,  supplies  and
materials, security systems and cameras (other than those serving the Premises),
inventory,  proprietary or any other computer software (other than software used
in connection  with HVAC,  life safety,  security  system,  or other  mechanical
systems servicing the Premises),  and all other personal property (whether owned
or leased by  Tenant)  and  materials  placed by Tenant in or upon the  Premises
(collectively,  the  "TENANT'S


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<PAGE>

PERSONAL PROPERTY"),  which shall remain the property of Tenant,  sublessee,  or
any of their respective affiliates,  as the case may be. In addition, Tenant may
from time to time own or hold under  lease  from  persons  other than  Landlord,
Tenant's  Personal  Property and personal  property located on or about the Land
and Improvements that are not subject to this Lease.

The  Premises  are  leased  to  Tenant  in  their  present   condition   without
representation  or warranty by Landlord  and subject to the rights of parties in
possession,  to the  existing  state of title  and any  state of facts  which an
accurate survey or physical  inspection  might reveal,  to all applicable  Legal
Requirements (as hereinafter  defined) now or hereafter in effect and subject to
those matters  listed in Schedule B attached  hereto and made a part hereof (the
"PERMITTED EXCEPTIONS").

         (b) Tenant has  examined the Premises and title to the Premises and has
found all of the same  satisfactory for all purposes.  Tenant  acknowledges that
Tenant is fully  familiar  with the physical  condition of the Premises and that
the  Landlord  makes no  representation  or warranty,  express or implied,  with
respect to same.  THE LEASE OF THE  PREMISES  IS ON AN "AS IS"  BASIS,  IT BEING
AGREED THAT TENANT WILL LEASE THE  PREMISES IN ITS PRESENT  CONDITION,  WITH ALL
FAULTS.  LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED  WARRANTIES OF
MERCHANTABILITY  OR FITNESS FOR ANY PARTICULAR  PURPOSE RELATIVE TO THE PREMISES
OR  ANY  COMPONENT  PART  THEREOF.   Tenant  acknowledges  and  agrees  that  no
representations or warranties have been made by Landlord, or by any person, firm
or agent  acting  or  purporting  to act on behalf  of  Landlord,  as to (i) the
presence  or  absence  on or in the  Premises  of any  particular  materials  or
substances (including, without limitation,  asbestos,  hydrocarbons or hazardous
or toxic  substances),  (ii) the  condition  or  repair of the  Premises  or any
portion  thereof,  (iii) the value,  expense of operation or income potential of
the Premises, (iv) the accuracy or completeness of any title, survey, structural
reports,  environmental  audits or other  information  provided to Tenant by any
third party contractor relative to the Premises  (regardless of whether the same
were retained or paid for by Landlord), or (v) any other fact or condition which
has or might affect the Premises or the  condition,  repair,  value,  expense of
operation or income potential  thereof.  Tenant  represents that the officers of
Tenant are knowledgeable and experienced in the leasing of properties comparable
to the  Premises  and agrees  that  Tenant  will be relying  solely on  Tenant's
inspections  of the Premises in leasing the  Premises.  THE  PROVISIONS  OF THIS
PARAGRAPH HAVE BEEN  NEGOTIATED AND ARE INTENDED TO BE A COMPLETE  EXCLUSION AND
NEGATION BY THE LANDLORD OF, AND THE LANDLORD DOES HEREBY DISCLAIM,  ANY AND ALL
WARRANTIES BY THE LANDLORD,  EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR
ANY PORTION THEREOF,  WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR
ANY  OTHER  LAW NOW OR  HEREAFTER  IN EFFECT OR  OTHERWISE,  AND  TENANT  HEREBY
ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.

     1.2 USE. Tenant may use the Premises for any lawful  purpose.  Landlord and
its agents and  designees  may enter upon and examine the Premises at reasonable
times,  subject  to the


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<PAGE>

provisions  of Section  10.15.  In no event  shall the  Premises  or any portion
thereof be used for any purpose  which  violates any of the  provisions  of this
Lease,  including but not limited to, provisions with respect to compliance with
Legal  Requirements  (as defined in Section  2.2(b)  hereof) and other  recorded
covenants,  restrictions  or  agreements  which are  applicable to the Premises.
Tenant shall not use, occupy or permit the Premises to be used or occupied,  nor
do or permit  anything to be done in or on the  Premises in a manner which would
(i) violate any certificate of occupancy or equivalent certificate affecting the
Premises or violate any zoning or other law, ordinance or regulation,  (ii) make
void or voidable  any  insurance  then in effect with  respect to the  Premises,
(iii)  materially  and  adversely  affect in any manner the ability of Tenant to
obtain fire and other insurance  which Tenant is required to furnish  hereunder,
(iv) cause any injury or damage to the  Improvements  which is not  repaired  in
accordance  with the  provisions  of this Lease,  or (v)  constitute a public or
private nuisance or waste; provided that all of the foregoing shall be qualified
to the extent  otherwise  provided  elsewhere  in this Lease.  Tenant  shall not
conduct its business operation in the Premises unless and until (and only during
such time as) all necessary  certificates  of occupancy,  permits,  licenses and
consents from any or all appropriate  governmental authorities applicable to the
Premises  have been obtained by Tenant,  at Tenant's sole cost and expense,  and
are in full force and effect.

     1.3 TERMS.  The Premises are leased for a primary term of twenty (20) years
and eighteen days (the "PRIMARY TERM"),  and, at Tenant's option, for up to four
(4) five (5) year consecutive  additional terms (the "EXTENDED  TERMS"),  unless
and until the term of this Lease shall expire or be  terminated  pursuant to any
provision  hereof.  The Primary Term and each Extended Term  (collectively,  the
"TERM") shall  commence and expire on the dates set forth in SCHEDULE C attached
hereto and made a part  hereof.  So long as no Event of Default (as  hereinafter
defined) shall have occurred and be continuing, Tenant may elect to exercise its
option to extend the term of this Lease for an Extended  Term by giving  written
notice thereof to Landlord not less than 365 days prior to the expiration of the
then  existing  Term.  Each  notice of election to extend the term of this Lease
given in accordance with the provisions of this Section 1.3 shall  automatically
extend the term of this Lease for the Extended Term  selected,  without  further
writing;  provided,  however,  either  party,  upon request of the other,  shall
execute  and  acknowledge,   in  form  suitable  for  recording,  an  instrument
confirming any such  extension.  Each Extended Term shall be upon the same terms
as provided  in this Lease for the  Primary  Term,  except as  otherwise  stated
herein.  Tenant  shall not be  entitled to extend the term of this Lease for any
Extended  Term unless  Tenant shall have extended the term of this Lease for the
preceding Extended Term, if any.

     1.4 RENT.

         (a) Tenant  shall pay to  Landlord  by federal  funds wire  transfer in
immediately available funds (in U.S. Dollars) as basic rent for the Premises the
amounts  set forth in  SCHEDULE D attached  hereto and made a part  hereof  (the
"BASIC RENT") on the first day of each calendar month occurring  during the Term
hereof commencing June 1, 1998 (the "PAYMENT DATES"),  to the account designated
by Landlord on the commencement date hereof, or to such other account or 


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<PAGE>

to such  address  or to such  other  person  as  Landlord  from time to time may
designate  upon three (3)  Business  Days  prior  written  notice to Tenant.  In
addition,  during all  Extended  Terms,  the Basic Rent shall be as set forth in
SCHEDULE D. If any Payment  Date falls on a day which is not a Business  Day (as
hereinafter  defined),  the Basic Rent due and payable on such date shall be due
and payable on the next succeeding  Business Day without  interest or penalty if
paid on such  succeeding  Business  Day and such day shall be deemed the Payment
Date. A "BUSINESS  DAY" is defined as any day other than a Saturday or Sunday or
other day on which banking or saving and loan  institutions  in the State of New
York are authorized or required to be closed.

         (b) All taxes, costs,  expenses and amounts which Tenant is required to
pay pursuant to this Lease (other than Basic  Rent),  together  with every fine,
penalty,  interest and cost which may be added for  non-payment  or late payment
thereof,  shall constitute  additional rent ("ADDITIONAL RENT"). If Tenant shall
fail to pay any such  Additional  Rent or any other sum due  hereunder  when the
same shall become due, Landlord shall have all rights,  powers and remedies with
respect  thereto as are provided  herein or by law in the case of non-payment of
any Basic Rent and shall, except as expressly provided herein, have the right to
pay the same on behalf of Tenant.  Tenant  shall pay to  Landlord  interest at a
rate (the "RATE")  equal to 12.45%  percent per annum (but in no event shall the
Rate exceed the maximum amount permitted by law), on all Basic Rent which is not
paid within  three (3) Business  Days after the due date  thereof  until paid by
Tenant and on all overdue  Additional Rent and other sums due hereunder from the
due date thereof until paid by Tenant. In addition,  if Tenant fails to make any
payment of Basic Rent or Additional  Rent to Landlord  within three (3) Business
Days following the Payment Date on which payment is due, Tenant shall pay a late
charge equal to four percent (4%) of the amount past due.  Tenant shall  perform
all its obligations under this Lease at its sole cost and expense, and shall pay
all Basic Rent,  Additional  Rent and any other sum due  hereunder  when due and
payable, without offset, notice or demand.

                                   ARTICLE 2.

     2.1 NET LEASE.

         (a) This  Lease is a net lease  and,  any  present or future law to the
contrary  notwithstanding,  shall not  terminate  except as otherwise  expressly
provided  herein,  nor shall  Tenant be  entitled  to any  abatement,  reduction
(except as otherwise expressly provided herein), diminution (except as otherwise
expressly  provided  herein),  set-off,  counterclaim,  defense  (except for the
defense that the performance or payment has been made) or deduction with respect
to any Basic Rent,  Additional Rent or other sums payable  hereunder,  nor shall
the obligations of Tenant hereunder be affected,  by reason of: any damage to or
destruction of the Premises or any portion thereof; any defect in the condition,
design, operation or fitness for use of the Premises or any portion thereof; any
taking of the Premises or any part thereof by  condemnation  or  otherwise;  any
prohibition, limitation,  interruption,  cessation, restriction or prevention of
Tenant's use, occupancy or enjoyment of the Premises or any portion thereof,  or
any  interference  with such use,  


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<PAGE>

occupancy  or  enjoyment  by any  person;  any  eviction by  paramount  title or
otherwise;  any default by Landlord hereunder or under any other agreement;  the
impossibility  or illegality of  performance  by Landlord,  Tenant or both;  any
action of any governmental authority (including,  without limitation, changes in
Legal  Requirements);  construction  on or  renovation  of the  Premises  or any
portion thereof or any failure in the Premises to comply with  applicable  laws,
Legal  Requirements,  or any other cause  whether  similar or  dissimilar to the
foregoing.  All  costs,  expenses  and  obligations  of every  kind  and  nature
whatsoever  relating to the Premises and the  appurtenances  thereto and the use
and occupancy  thereof which may arise or become due and payable with respect to
the period which ends on the  expiration or earlier  termination  of the Term in
accordance  with the  provisions  hereof  (whether or not the same shall  become
payable  during  the Term or  thereafter)  shall  be paid by  Tenant  except  as
otherwise  expressly  provided  herein.  It is the purpose and  intention of the
parties  to this  Lease  that the Basic  Rent,  Additional  Rent and other  sums
payable by Landlord  hereunder shall be absolutely net to Landlord and that this
Lease shall yield,  net to Landlord,  the Basic Rent,  Additional Rent and other
sums  payable to Landlord  provided in this Lease.  The parties  intend that the
obligations of Tenant hereunder shall be separate and independent  covenants and
agreements and shall continue unaffected unless such obligations shall have been
modified or terminated pursuant to an express provision of this Lease.

         (b) Tenant shall remain  obligated  under this Lease in accordance with
its terms and shall not take any  action to  terminate,  rescind  or avoid  this
Lease, notwithstanding any bankruptcy, insolvency, reorganization,  liquidation,
dissolution or other proceeding affecting Landlord or any action with respect to
this Lease which may be taken by any trustee,  receiver or  liquidator or by any
court.

         (c) Except as otherwise  expressly  provided herein,  Tenant waives all
rights to terminate or surrender this Lease, or to any abatement or deferment of
Basic Rent, Additional Rent or other sums payable hereunder.

     2.2 TAXES AND ASSESSMENTS; COMPLIANCE WITH LAW.

         (a)  Subject to  Tenant's  right to contest  pursuant to Section 2.6 of
this Lease, Tenant shall pay, prior to delinquency, all "IMPOSITIONS", which are
defined as: (i) all taxes  (including,  without  limitation,  those described in
(iii) below),  assessments (including,  without limitation,  all assessments for
public improvements or benefits,  whether or not commenced or completed prior to
the date hereof and whether or not  commenced  or  completed  within the term of
this Lease),  excises,  levies, fees (including,  without  limitation,  license,
permit,  inspection,  authorization and similar fees), water and sewer rents and
charges,  ground lease rents, and all other  governmental  charges,  general and
special, ordinary and extraordinary,  foreseen and unforeseen,  and any interest
and penalties thereon which are, at any time prior to or during the Primary Term
or any Extended Term hereof, imposed or levied upon or assessed against or which
arise with respect to (A) the Premises,  (B) any Basic Rent,  Additional Rent or
other sums payable  hereunder,  (C) this Lease or the  leasehold  estate  hereby
created or (D) the operation,  possession


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<PAGE>

or use of the Premises;  (ii) all gross  receipts or similar taxes (i.e.,  taxes
based upon gross income which fail to take into account  deductions with respect
to depreciation, interest, taxes or ordinary and necessary business expenses, in
each case relating to the Premises) imposed or levied upon,  assessed against or
measured by any Basic Rent,  Additional  Rent or other sums  payable  hereunder;
(iii) all sales  (including  those imposed on lease  rentals),  value added,  ad
valorem, gross receipts,  use and similar taxes at any time levied,  assessed or
payable on account of the acquisition, ownership, leasing, operation, possession
or use of the Premises;  (iv) all transfer,  recording,  stamp and real property
gain taxes  incurred  upon the sale or  transfer,  or other  disposition  of the
Premises or any interest  therein to Tenant or the  foreclosure of the Premises,
(v) all  offers,  claims and demands of  mechanics,  laborers,  materialmen  and
others which, if unpaid,  might create a lien on the Premises,  (vi) all charges
of utilities,  communications  and similar  services  serving the Premises,  and
(vii) any other tax relating to the Premises  resulting  from any law enacted or
adopted or  amended  after the date of this Lease  imposed on  Landlord.  Tenant
shall not be required to pay any franchise,  estate, inheritance,  transfer, net
income or similar tax  payable by or on behalf of  Landlord  (other than any tax
referred to in clause (ii) above) unless such tax is imposed, levied or assessed
in substitution  for any other tax,  assessment,  charge or levy which Tenant is
required  to pay  pursuant  to this  Section  2.2(a).  If any law is  enacted or
adopted or amended after the date of this Lease which  deducts the  indebtedness
secured by the Indenture (as hereinafter defined) from the value of the Premises
for the  purpose  of  taxation  or  which  imposes  a tax,  either  directly  or
indirectly,  on such  indebtedness  or on  Landlord's  interest in the Premises,
Tenant  will pay such tax,  with  interest  and  penalties  thereon,  if any, as
Additional  Rent  hereunder.  Subject to Tenant's  right to contest  pursuant to
Section 2.6 of this Lease, Tenant will furnish to Landlord, within 30 days after
the  due  date  thereof,  proof  of  payment  of all  Impositions.  If any  such
Imposition may legally be paid in  installments,  Tenant may pay such Imposition
in  installments;  in such event,  Tenant shall be liable only for  installments
which  become due and payable  during the  Primary  Term and any  Extended  Term
hereof.  Without  limiting  the  generality  of the  provisions  of this Section
2.2(a),  Tenant  hereby agrees that if any sales taxes (or penalties or interest
thereon)  are  imposed  as a result of the  transfer  of  personal  property  to
Landlord or the lease of the same by Landlord,  Tenant shall be responsible  for
the payment of such taxes,  penalties  and  interest.  Tenant  hereby  agrees to
indemnify  Landlord and to hold  Landlord  harmless from and against any and all
reasonable  third  party  costs and  expenses  (including,  without  limitation,
reasonable  attorneys'  fees) incurred by Landlord as a result of any claim that
such sales taxes are due and owing.

         (b) Tenant  shall comply with and cause the Premises to comply with and
shall  assume all  obligations  and  liabilities  with  respect to (i) all laws,
ordinances  and  regulations,   and  other   governmental   rules,   orders  and
determinations  presently in effect or hereafter enacted,  made or issued,  both
foreseen  and  unforeseen  and  ordinary  and  extraordinary  applicable  to the
Premises or 


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<PAGE>

the  ownership,  operation,  use or  possession  thereof and (ii) all  contracts
(including,   but  not  limited  to,  insurance  policies  (including,   without
limitation,  to the extent  necessary  to prevent  cancellation  thereof  and to
insure  full  payment of any claims  made  under  such  policies)),  agreements,
covenants,  conditions  and  restrictions  now or  hereafter  applicable  to the
Premises or the ownership,  operation,  use or possession thereof (collectively,
"LEGAL REQUIREMENTS"), including but not limited to all such Legal Requirements,
contracts,  agreements,  covenants,  conditions and  restrictions  which require
structural,  unforeseen or extraordinary changes. Notwithstanding the foregoing,
Legal  Requirements  shall not include  any  contracts,  agreements,  covenants,
conditions  or  restrictions  applicable  to the  Premises  which are  hereafter
voluntarily  entered into by Landlord  without the consent or approval of Tenant
(which approval shall not be unreasonably withheld or delayed),  unless Landlord
is required  to enter into such  contract,  agreement,  covenant,  condition  or
restrictions  by any  governmental or  quasi-governmental  entity and Tenant has
received  notice of such  contract,  agreement,  covenant  or  restriction  from
Landlord or otherwise has actual knowledge thereof.

         (c) Tenant  represents  and warrants to Landlord that, to Tenant's best
knowledge and belief, there has not been committed by Tenant or any other Person
in  occupancy  of or involved  with the  operation or use of the Premises or any
part thereof any act or omission  affording the federal  government or any state
or local  government the right of forfeiture as against the Premises or any part
thereof or on any monies paid in performance of Tenant's  obligations under this
Lease.  Tenant hereby  covenants  and agrees not to commit,  permit or suffer to
exist any act, omission or circumstance  affording such right of forfeiture.  In
furtherance   thereof,   Tenant  hereby  indemnifies  Landlord  and  Lender  (as
hereinafter  defined) and agrees to defend and hold Landlord and Lender harmless
from and  against  any loss,  damage or  injuries by reason of the breach of the
covenants and agreements or the representations and warranties set forth in this
clause (c).  Without  limiting the  generality of the  foregoing,  the filing of
formal charges or the  commencement of proceedings  against Tenant or all or any
part of the Premises under any state or federal law for which  forfeiture of the
Premises or any part  thereof or of any monies paid in  performance  of Tenant's
obligations  under this Lease is a potential  result,  shall, at the election of
Landlord,  constitute an automatic Event of Default  hereunder  unless Tenant is
contesting the same in accordance with the provisions of Section 2.6.

          (d) Anything  contained herein to the contrary  notwithstanding,  from
and after the  occurrence  of any Event of Default or if  otherwise  required by
Lender,  Tenant  agrees that it shall  deposit with  Landlord or, if directed by
Landlord, to Lender (or its designee)(Landlord hereby irrevocably directs Tenant
to  make  such  deposits  with  Lender  as long as the  Indenture  shall  remain
outstanding) on each Payment Date, as Additional Rent, one twelfth (1/12) of all
Impositions  (which,  for the purposes of this Section  2.2(d) shall exclude the
items  described  in  subparagraphs  (iv),  (v) and  (vi) of the  definition  of
Impositions  set forth in Section  2.2(a)) for the Premises for the year then in
effect  as  reasonably  estimated  by  Landlord.  To  the  extent  permitted  by
applicable  law,  neither  Landlord nor Lender or its designee (each of Landlord
and Lender hereinafter  referred to as "DEPOSITORY"),  as the case may be, shall
be required to maintain such amounts in an account  separate from other funds of
such  party or to  deposit  any such  amounts  in an  interest-bearing  account,
provided,  however,  in the event such  amounts  are  maintained  in an interest
bearing  account and no Event of Default  shall have  occurred and be continuing
hereunder,  Tenant shall be entitled to receive any interest earned thereon on a
quarterly basis. Tenant shall


                                       7
<PAGE>

deposit  with  Depository,  prior to the date which is thirty (30) days prior to
the due date of any Imposition,  such  additional  amount as may be necessary to
provide  Depository  with  sufficient  funds in such deposit account to pay each
such  charge at least  thirty  (30)  days in  advance  of the due date  thereof.
Depository  shall apply the  aforesaid  deposits for such purpose not later than
the last day on which any such charges may be paid without  penalty or interest.
If, at any time, the amount of any Imposition is increased or Landlord or Lender
receives information that such Imposition will be increased,  and if the monthly
deposits  then being made by Tenant for this  purpose (if  continued)  would not
make up a fund sufficient to pay such  Imposition  thirty (30) days prior to the
due  date,  said  monthly  deposits  thereupon  shall be  increased  and  Tenant
immediately shall deposit with the Depository,  on demand,  sufficient moneys so
that  the  moneys  then on hand for the  payment  of said  Imposition,  plus the
increased  payments and such  additional  sums demanded,  shall be sufficient so
that the Depository shall have received from Tenant adequate amounts to pay such
Imposition  at least  thirty (30) days before  such  Imposition  becomes due and
payable.  For the  purpose of  determining  whether the  Depository  has on hand
sufficient  moneys to pay any  particular  Imposition  at least thirty (30) days
prior to the due date therefor,  deposits for each category of Imposition  shall
be treated  separately,  it being the intention that the Depository shall not be
obligated  to use moneys  deposited  for the  payment of an item not yet due and
payable to the payment of an item that is due and payable.  Notwithstanding  the
foregoing,  it is  understood  and agreed  that (a) to the extent  permitted  by
applicable law, deposits provided for hereunder may be held by the Depository in
a single bank account and commingled with other funds of the Depository, and (b)
the  Depository  may, if Tenant  fails to make any deposit  required  hereunder,
apply  deposits  made for any one  Imposition  for the payment of the same,  any
other Imposition or any outstanding Basic Rent or Additional Rent. If this Lease
shall be terminated by reason of any Event of Default, all deposits then held by
the  Depository  shall be  applied on account of any and all sums due under this
Lease and Tenant shall forthwith pay the resulting deficiency in accordance with
the terms  hereof.  If Landlord  ceases to have any  interest  in the  Premises,
Landlord  shall  direct the  Depository  to transfer to the person or entity who
owns or acquires  such  interest in the  Premises and is the  transferee  of the
Landlord's  interest in this Lease, the deposits made pursuant to the provisions
hereof.  In  addition,  in the event that the Lender  (or a  servicing  agent on
Lender's behalf) is the Depository,  the Lender shall have the right to transfer
the deposits (or to cause its servicing  agent to transfer such deposits) to any
transferee of the Indenture or to the holder of any substitute  Indenture.  Upon
any such transfer of the deposits and notice  thereof to Tenant,  the transferor
shall be deemed to be  released  from all  liability  with  respect  thereto and
Tenant agrees to look to the  transferee  solely with respect  thereto,  and the
provisions hereof shall apply to each successive transfer of the said deposits.

     2.3 LIENS.  Subject to Tenant's right to contest pursuant to Section 2.6 of
this Lease, Tenant will promptly remove and discharge any charge, lien, security
interest or encumbrance upon the Premises or any Basic Rent,  Additional Rent or
other sums payable  hereunder  which arise for any reason,  including  all liens
which  arise out of the  possession,  use,  occupancy,  construction,  repair or
rebuilding  of the  Premises  or by reason of labor or  materials  furnished  or
claimed to have been furnished to Tenant or for the Premises,  but not including
(i) the Permitted  


                                       8
<PAGE>

Exceptions,   and  (ii)  any  mortgage,   charge,  lien,  security  interest  or
encumbrance  created by Landlord  without the consent of Tenant (it being agreed
that the  Indenture for purposes of this  sentence,  will be deemed to have been
created without the consent of Tenant). Nothing contained in this Lease shall be
construed  as  constituting  the  consent  or request  of  Landlord,  express or
implied, to or for the performance by any contractor,  laborer,  materialman, or
vendor of any labor or services or for the  furnishing  of any materials for any
construction, alteration, addition repair or demolition of or to the Premises or
any part  thereof  which would  result in any  liability of the Landlord for the
payment  therefor.  Notice is hereby given that  Landlord will not be liable for
any labor,  services or materials  furnished or to be furnished to Tenant, or to
anyone holding an interest in the Premises or any part thereof  through or under
Tenant,  and that no mechanic's  or other liens for any such labor,  services or
materials  shall  attach to or affect the  interest  of  Landlord  in and to the
Premises.

     2.4  INDEMNIFICATION.  Tenant shall defend all actions against  Landlord or
any owner, beneficial owner, partner,  member, officer,  director or shareholder
of Landlord, and of any of Landlord's partners or members, together with Lender,
or any owner, trustee of Landlord,  beneficial owner, partner,  member, officer,
director,  agent or  shareholder  of  Lender,  together  with  their  respective
successors  and  assigns  (herein,  collectively,  "INDEMNIFIED  PARTIES")  with
respect to, and shall pay, protect,  indemnify and save harmless the Indemnified
Parties from and  against,  any and all  liabilities,  losses,  damages,  costs,
expenses (including reasonable attorneys' fees and expenses),  causes of action,
suits,  claims,  demands or judgments of any nature (but specifically  excluding
claims  resulting  from  the  gross  negligence  or  willful  misconduct  of  an
Indemnified  Party,  subject to the provisions of Section 10.18(b) and excluding
consequential  or punitive  damages assessed against Landlord as a result of the
commission of an overt act by Landlord  constituting gross negligence or willful
misconduct,  subject to the  provisions  of Section  10.18(b))  (a) to which any
Indemnified  Party is subject because of Landlord's  interest in the Premises or
the receipt of any of Basic Rent or  Additional  Rent  hereunder  or (b) arising
from (i) any accident,  injury to or death of any person or loss of or damage to
property  occurring  in, on or about the  Premises or portion  thereof or on the
adjoining  sidewalks,  curbs,  parking  areas,  streets  or ways;  (ii) any use,
non-use  or  condition  in,  on or about,  or  possession,  alteration,  repair,
operation,  maintenance or management of, the Premises or any portion thereof or
on the adjoining  sidewalks,  curbs,  parking areas,  streets or ways; (iii) any
failure  on the part of  Tenant to  perform  or  comply  with any of the  terms,
covenants  or  conditions  of this  Lease  or any  other  instrument,  contract,
document or agreement  to which  Tenant is a party  relating to the Premises (an
"OPERATIVE  DOCUMENT");  (iv) any  representation  or  warranty  made  herein by
Tenant,  in any  certificate  delivered in  connection  herewith or in any other
Operative Document to which Tenant is a party or pursuant thereto being false or
misleading  in any  material  respect as of the date of such  representation  or
warranty was made; (v) performance of any labor or services or the furnishing of
any  materials  or other  property  in respect to the  Premises  or any  portion
thereof,  (vi) any  Imposition,  including  without  limitation,  any Imposition
attributable  to the execution,  delivery,  filing or recording of any Operative
Document, this Lease or memorandum thereof; (vii) any lien, encumbrance or claim
arising  on or against  the  Premises  or any  portion  thereof


                                       9
<PAGE>

under any Legal Requirement or otherwise which Tenant is obligated to remove and
discharge  pursuant  to  Section  2.3  or any  liability  asserted  against  the
Indemnified Parties with respect thereto, or (viii) the claims of any subtenants
of all or any  portion of the  Premises  or any Person  acting  through or under
Tenant  or  otherwise  acting  under or as a  consequence  of this  Lease or any
sublease,  (ix)  any act or  omission  of  Tenant  or its  agents,  contractors,
licensees,  subtenants or invitees,  and (x) any contest  referred to in Section
2.6.

     2.5 MAINTENANCE AND REPAIR.

          (a) Tenant  acknowledges  that it has  received  the  Premises in good
order and repair.  Tenant,  at its own expense,  will  maintain all parts of the
Premises in good repair and sound condition,  except for ordinary wear and tear,
and will  take all  action  and will  make all  structural  and  non-structural,
foreseen and unforeseen and ordinary and extraordinary changes and repairs which
may be  required  to keep all parts of the  Premises  in good  repair  and sound
condition.  Landlord shall not be required to maintain, repair or rebuild all or
any part of the  Premises.  Tenant  waives the right to (i) require  Landlord to
maintain,  repair  or  rebuild  all or any part of the  Premises,  or (ii)  make
repairs at the expense of Landlord pursuant to any Legal Requirement,  contract,
agreement,   covenant,   condition  or  restriction   set  forth  in  subsection
2.2(b)(ii), at any time in effect.

         (b) In  the  event  that  all or any  part  of the  Improvements  shall
encroach upon any property,  street or right-of-way adjoining or adjacent to the
Premises,  or shall violate the agreements or conditions  affecting the Premises
or any part thereof,  or any Legal  Requirements,  or shall hinder,  obstruct or
impair any  easement or  right-of-way  to which the  Premises is subject,  then,
promptly after written request of Landlord (unless such encroachment, violation,
hindrance,  obstruction or impairment is a Permitted Exception) or of any person
so affected, Tenant shall, at its expense, either (i) obtain valid and effective
waivers  or  settlements  of  all  claims,  liabilities  and  damages  resulting
therefrom,  or (ii) make such changes,  including  alteration or removal, to the
Improvements  and take  such  other  action as shall be  necessary  to remove or
eliminate  such   encroachments,   violations,   hindrances,   obstructions   or
impairments,  provided that, if Landlord's  consent is required for such changes
pursuant to this  Lease,  Landlord's  consent  shall have been  obtained,  which
consent shall not be unreasonably withheld.

     2.6 PERMITTED CONTESTS.

         (a) Tenant shall not be required, nor shall Landlord have the right, to
pay, discharge or remove an Imposition,  lien or encumbrance,  or to comply with
any Legal Requirement  applicable to the Premises or the use thereof, as long as
no Event of Default under this Lease shall have  occurred and be continuing  and
Tenant shall, in good faith,  contest the existence,  amount or validity thereof
by  appropriate  proceedings  diligently  pursued,  and  provided  that (a) with
respect to a failure to pay such  Imposition,  lien or encumbrance or failure to
perform such Legal Requirement, Tenant shall have provided security as set forth
in Section 2.6(b), which


                                       10
<PAGE>


shall be deposited  with  Landlord or Lender prior to the  commencement  of such
contest,  (b) Tenant shall give Landlord prior written notice of Tenant's intent
to  contest  such  matter,  and (c)  failing  to pay  such  Imposition,  lien or
encumbrance or perform such Legal  Requirement  will not (1) subject Landlord or
Lender to any risk of criminal or a material risk of civil penalties or fines or
to any risk of  prosecution  for a crime,  (2) subject the  Premises or any part
thereof to being condemned,  vacated,  forfeited or otherwise impaired, (3) have
the effect of interrupting or preventing the collection of any contested  amount
or other  realization of value from the Premises or any part thereof or interest
therein, the Basic Rent,  Additional Rent or any other sums payable hereunder or
any portion thereof to satisfy the claim, (4) subject the Premises,  any portion
thereof or interest therein,  the Basic Rent,  Additional Rent or any other sums
payable  under this Lease or any  portion  thereof  to  satisfy  the claim,  (5)
subject the Premises,  any portion thereof or interest therein,  the Basic Rent,
Additional  Rent or any other  sums  payable  under  this  Lease or any  portion
thereof, to sale, forfeiture, interruption or loss by reason of such proceedings
or (6) affect the  ownership,  lease or occupancy of the Premises or  Landlord's
ability or right to exercise  its  remedies  hereunder,  or Lender's  ability or
right  to  exercise  its  remedies  under  the  Indenture,   including   without
limitation,  foreclosure against the Premises;  PROVIDED, FURTHER, that prior to
the  date on which  such  Imposition  or  charge  would  otherwise  have  become
delinquent  Tenant  shall have given  Landlord  and Lender  prior notice of such
contest.  To the extent that the consent of Landlord is required with respect to
any  contest  of  Tenant,  Landlord  agrees not to  unreasonably  withhold  such
consent, Landlord agrees that Tenant shall be allowed to file appeals, protests,
contests and other matters described in this Section in the name of Landlord, if
necessary,  provided that Tenant has complied with all of the provisions of this
Section 2.6 in connection with such matter.

         (b)  Tenant  shall  give  such  security  (including  a bond) as may be
reasonably  required by Landlord  or Lender to ensure  ultimate  payment of such
Imposition,  lien or encumbrance and compliance with Legal  Requirements  and to
prevent  any  sale,  forfeiture,  interruption  or loss of the  Premises  or any
portion  thereof,  any Basic Rent,  Additional Rent or other sums required to be
paid by  Tenant  hereunder,  by  reason  of such  nonpayment  or  noncompliance.
Notwithstanding the preceding sentence,  during such time as no Event of Default
shall have occurred and be continuing and Tenant  maintains an Investment  Grade
Rating (as  hereinafter  defined),  Tenant shall not be required to provide such
security with respect to a contest if the contest  involves claims for less than
$300,000.


                                   ARTICLE 3.

     3.1 PROCEDURE UPON PURCHASE.

         (a) If Tenant  shall  purchase  the  Premises  or any  portion  thereof
pursuant  to this Lease,  Landlord  shall  convey or cause to be conveyed  title
thereto,  the  state  of which  shall be at least as good as the  state of title
which existed in Landlord  with respect to Landlord's  interests in


                                       11
<PAGE>

the  Premises  on the date on which this Lease  commenced,  except for liens and
encumbrances  created  by,  through,  under or with the  consent of Tenant,  and
Tenant or its  designee  shall  accept  such  title,  subject,  however,  to the
condition of the Premises on the date of purchase, the Permitted Exceptions, all
liens and encumbrances created by, through,  under or with the consent of Tenant
and all applicable Legal Requirements, but free of the lien of the Indenture and
of liens,  and  encumbrances  resulting  from acts of Landlord taken without the
consent of Tenant.

          (b) Upon the date  fixed  for any  purchase  of any  interests  in the
Premises or any portion  thereof  hereunder,  Tenant shall,  by wire transfer of
immediately  available  funds,  pay to  Landlord,  or as Landlord  may direct in
writing,  the purchase price therefor specified herein,  together with all Basic
Rent,  Additional  Rent,  the Make Whole Premium (as  hereinafter  defined),  if
applicable,  and other  sums then  accrued  or due and  payable  hereunder  with
respect to the Premises to and including such date of purchase,  and there shall
be delivered to Tenant a warranty  deed to or other  conveyance of the interests
in the  Premises  or  portion  thereof  then  being sold to Tenant and any other
instruments  necessary to convey the title thereto  described in Section  3.1(a)
and to assign any other  property  then  required  to be  assigned  by  Landlord
pursuant  hereto.  In addition,  on the date fixed for purchase,  Landlord shall
deliver or cause to be  delivered  to Tenant all  Compensation  (as  hereinafter
defined) or other  condemnation or insurance proceeds held by Landlord or Lender
or their  designees  net of any and all costs  incurred by Landlord or Lender in
connection  with the collection of same and Landlord shall assign or cause to be
assigned  to  Tenant  all  right,  title and  interest  of such  parties  to the
Compensation. All such transfer and assignment documentation shall be reasonably
acceptable  to  Tenant  provided,   however,   that  any  failure  of  any  such
documentation  to be  acceptable  to Tenant  shall in no event  affect  Tenant's
obligations  under this Lease.  Tenant shall pay, on an after-tax basis, (i) all
charges  incident  to  such  conveyance  and  assignment,   including,   without
limitation, counsel fees, escrow fees, recording fees, title insurance premiums,
transfer  taxes  and all  other  applicable  taxes  (other  than any  income  or
franchise  taxes of Landlord)  which may be imposed by reason of such conveyance
and   assignment  and  the  delivery  of  said  deed  or  conveyance  and  other
instruments, (ii) all costs and expenses incurred by Landlord in connection with
a defeasance of all or any portion of the indebtedness secured by the Indenture,
including,  without  limitation,  reasonable  attorneys'  fees and  expenses  of
Landlord,  Lender and the Rating Agencies (as hereinafter defined), any revenue,
documentary  stamp or  intangible  taxes,  or any  other  tax or  charge  due in
connection with the transfer or creation of the note or notes which evidence the
indebtedness  secured by the  Indenture or the defeased  indebtedness(but  in no
event  any  income  taxes  payable  by said  parties),  and  (iii) all costs and
expenses  associated  with the  release of the lien of the  Indenture.  Upon the
completion  of any  purchase  of the  entire  Premises  (but  not of any  lesser
interest than the entire  Premises)  but not prior  thereto  (whether or not any
delay or  failure  in the  completion  of such  purchase  shall be the  fault of
Landlord),  this Lease shall terminate with respect to the Premises, except with
respect  to  obligations  and  liabilities  of  Tenant   hereunder,   actual  or
contingent,  which have arisen on or prior to such  completion of purchase.  The
"MAKE WHOLE PREMIUM"  shall have the meaning set forth in the  Indenture,  or if
not defined in the Indenture,  shall mean the amount which Landlord is obligated
to pay in excess of  outstanding  principal  and accrued  interest in connection
with a


                                       12
<PAGE>

prepayment or defeasance of the Indenture, which prepayment or defeasance arises
as a result of the event  giving rise to the Make Whole  Premium.  To the extent
that any provisions of this Lease require Tenant to pay sums then accrued or due
and payable  hereunder with respect to the Premises on a Lease  Termination Date
(as hereinafter  defined),  and if such Lease  Termination  Date occurs on other
than a Payment Date,  such accrued amounts shall include all Basic Rent from the
immediately preceding Payment Date through the Lease Termination Date (allocated
on a per diem basis  based on a 360 day year for the  annual  Basic Rent and the
actual number of days elapsed).

     3.2 CONDEMNATION AND CASUALTY.

          (a)  GENERAL  PROVISIONS.  Subject  to  Tenant's  rights to utilize or
obtain the same in accordance with Section 3.2(b) and Section 3.6, Tenant hereby
irrevocably assigns to Landlord any award,  compensation or insurance payment to
which Tenant may become entitled by reason of Tenant's  interest in the Premises
(i) if the use, occupancy or title of the Premises or any part thereof is taken,
requisitioned  or sold in, by or on account of any actual or threatened  eminent
domain  proceeding  or other  action by any  person  having the power of eminent
domain  ("CONDEMNATION")  or (ii) if the Premises or any part thereof is damaged
or destroyed by fire, flood or other casualty ("CASUALTY"). Any such irrevocable
assignment  to Landlord of any award,  compensation  or  insurance  payment with
respect to a Casualty shall exclude all awards and payments made to Tenant under
Tenant's  leasehold title insurance policy,  Tenant's insurance for its Personal
Property,  Tenant's  insurance with respect to business  interruption  (provided
Tenant is separately  maintaining a rental loss insurance policy for the benefit
of  Landlord  and Lender as  required  by this  Lease)  and all awards  based on
Tenant's  goodwill or any other  award based upon items other than the  Premises
provided  that any such awards or payments to be made to Tenant shall not reduce
any  award,   compensation   or   insurance   otherwise   payable  to  Landlord.
"COMPENSATION" shall mean all awards,  compensations,  and insurance payments on
account of any  Condemnation  or  Casualty  (net of any  amounts  applicable  to
Tenant's Personal  Property).  All Compensation so received by Landlord shall be
held in a segregated  account  maintained by Landlord or by Lender to the extent
required by the  Indenture.  In the event of any Casualty,  or in the event of a
Condemnation  or threatened  Condemnation  with respect to a the Premises or any
part thereof, Tenant shall give prompt written notice thereof to Landlord (which
notice shall set forth Tenant's good faith estimates of the cost of repairing or
restoring  any  damage or  destruction  caused  thereby,  or,  if Tenant  cannot
reasonably   estimate  the  anticipated   cost  of  restoration,   Tenant  shall
nonetheless  give Landlord  prompt notice of the occurrence of any such Casualty
or  Condemnation,  and will  diligently  proceed to obtain  estimates  to enable
Tenant to quantify the anticipated  cost of such  restoration,  whereupon Tenant
shall promptly notify Landlord of such good faith estimate). Landlord may, if it
reasonably so elects, participate in any such proceeding or action to negotiate,
prosecute and adjust any claim for any Compensation,  and Landlord shall collect
any such  Compensation.  Tenant shall pay all costs and  expenses in  connection
with each such  proceeding,  action,  negotiation,  prosecution  and adjustment.
Notwithstanding  Landlord's right to participate therein,  Tenant shall initiate
and conduct any such proceeding, action,


                                       13
<PAGE>

negotiation,  prosecution  or adjustment and Tenant may settle any such
insurance  claims of less than  $100,000,  unless an Event of Default shall have
occurred and be continuing, in which event Landlord shall have the sole right to
conduct such proceedings,  actions, negotiations,  prosecutions and adjustments.
All  Compensation  shall be applied  pursuant to the  applicable  provisions  of
Article 3, and all such Compensation  (less the reasonable costs and expenses of
Landlord, Tenant and Lender, if applicable, in collecting such Compensation), is
herein called the "NET PROCEEDS".

          (b) MAJOR CONDEMNATION AND MAJOR CASUALTY. If (x) a Condemnation shall
affect all or a substantial  portion of the Premises  which renders the Premises
unsuitable for restoration for continued use and occupancy in Tenant's Business,
(y) a  Condemnation  or Casualty  shall  result in a loss  affecting or which is
estimated to have a cost to repair and restore of fifty (50%) percent or more of
the then fair market value of the Premises as  determined  by Landlord or solely
by Lender (if the Indenture is then  outstanding)  in the exercise of their sole
discretion,  or (z) a Condemnation  or Casualty shall result in a loss affecting
or  which is  estimated  to have a cost to  repair  and  restore  in  excess  of
twenty-five (25%) but less than fifty (50%) of the then fair market value of the
Premises as  determined by Landlord or solely by Lender (if the Identure is then
outstanding)  in the  exercise  of  their  sole  discretion  (herein,  a  "MAJOR
CASUALTY" and a "MAJOR CONDEMNATION"), then (a) in the case of (x) or (y) above,
Tenant shall,  not later than sixty (60) days after such Major  Condemnation  or
Major  Casualty,  and (b) in the case of (z) above,  Tenant may,  not later than
sixty (60) days after such Major Condemnation or Major Casualty, as the case may
be, deliver to Landlord (i) notice of its intention to terminate this Lease on a
Payment  Date(or  if such  day is not a  Business  Day,  on the  next  following
Business  Day)(herein,   with  respect  to  any  termination  resulting  from  a
Rejectable Offer, the "LEASE  TERMINATION  DATE") which occurs not less than 150
days and not more than 180 days  after the  delivery  of such  notice  (it being
understood that in all events under this Lease, the Lease  Termination Date must
be on the first  Business  Day of a calendar  month) and (ii) a  certificate  of
Tenant  describing  the event giving rise to such  termination  and stating that
Tenant has  determined  in good faith  that such a Major  Condemnation  or Major
Casualty,  as the case may be,  has  occurred,  and (iii)  documentation  to the
effect that  termination of this Lease will not be in violation of any agreement
then in effect with which Tenant is obligated to comply  pursuant to this Lease.
If the Lease  Termination  Date occurs during the Primary Term, such notice must
be  accompanied  by a  Rejectable  Offer,  as described in Section 3.3, in which
event the provisions of such Section shall be controlling.  Notwithstanding  the
foregoing, in the event of a Condemnation (other than a Condemnation of the type
described  in clause (x) above) or a Casualty  which is estimated to have a cost
to repair and restore of fifty (50%) percent or more of the fair market value of
the Premises as  determined by Landlord or solely by Lender (if the Indenture is
then outstanding) in the exercise of their sole discretion,  Tenant shall not be
required  to deliver a notice of  Tenant's  intention  to  terminate  this Lease
provided Tenant shall have delivered to Landlord and Lender (if the Indenture is
then outstanding) evidence satisfactory to Landlord and Lender (if the Indenture
is then  outstanding)  that:  (i) adequate  Net Proceeds are  available to fully
restore the Premises,  (ii) the Premises are susceptible of being fully restored
within a period of fifteen months following the occurrence of such  Condemnation
or Casualty,  (iii) the Premises are capable of being restored to  substantially


                                       14
<PAGE>

the same  condition  as the  Premises as of the date  immediately  prior to such
Casualty or Condemnation and as a functional architectural unit which will, upon
completion,  have a fair market  value equal to or greater than the market value
of the Premises  immediately  prior to the  occurrence of such  Condemnation  or
Casualty,  (iv) no Event of Default shall have occurred and be continuing  under
this Lease, and (v) Tenant's rental interruption  insurance is in full force and
effect and will fully cover all Basic Rent and Additional Rent which will be due
and  payable  by Tenant  hereunder  during the  period  the  Premises  are being
restored.

     3.3 REJECTABLE OFFER.

          (a) In the event of a Major Casualty or Major Condemnation  during the
Primary Term and Tenant has given,  or is required to give, a notice to Landlord
of Tenant's intention to terminate this Lease pursuant to Section 3.2(b) hereof,
Tenant shall deliver to Landlord, no later than sixty (60) days after such Major
Casualty or Major Condemnation, (i) an irrevocable rejectable written offer (the
"REJECTABLE OFFER") to purchase Landlord's interest in the Premises on the Lease
Termination  Date for a price equal to the "STIPULATED  LOSS VALUE" as specified
on SCHEDULE E attached  hereto and made a part  hereof,  and (ii) a  certificate
from the  president,  the chief  financial  officer or the  treasurer  of Tenant
(herein,  a "RESPONSIBLE  OFFICER")  which describes the event(s) giving rise to
the Major Casualty or Major Condemnation,  as the case may be. Within 90 days of
the date  Landlord  receives the items  required to be delivered in (i) and (ii)
above, Landlord shall deliver written notice of its election to either accept or
reject  Tenant's  Rejectable  Offer (with a failure to respond  constituting  an
acceptance of such Rejectable  Offer). Any rejection by Landlord of a Rejectable
Offer shall comply with and be accomplished in accordance with the provisions of
Section 3.5. In the event of an acceptance or deemed  acceptance of a Rejectable
Offer, on the applicable Lease Termination Date, the Landlord's  interest in the
Premises shall be conveyed to Tenant or its designee,  including but not limited
to the delivery to Tenant of all Net  Proceeds  held by Lender  and/or  Landlord
(and/or  their  respective  designees),  as the case may be, and Landlord  shall
deliver an assignment,  without representation,  warranty or recourse, to Tenant
of all right, title and interest of Landlord or its designees to receive payment
of all Compensation  together with a release in full of the Indenture by Lender,
in exchange for payment by Tenant to Landlord of the applicable  Stipulated Loss
Value,  together with all Basic Rent,  Additional Rent and other sums accrued or
due and payable under this Lease as of the  applicable  Lease  Termination  Date
(and,  if an Event of Default has occurred and is  continuing at the time of the
Rejectable Offer or on the Lease  Termination  Date,  together with a Make Whole
Premium).

         (b) Tenant  agrees that so long as any  portion of the note  secured by
the Indenture is outstanding,  Tenant shall deliver to Lender at the address for
Lender  as set  forth in the  Tenant  Consent  (as  defined  in the  Indenture),
concurrently  with the delivery  thereof to Landlord,  a copy of any  Rejectable
Offer,  together with all items required to be delivered in connection therewith
and together with copies of all items required to be delivered  pursuant to this
Section 3.3.


                                       15
<PAGE>

     3.4 [Intentionally omitted.]

     3.5 REJECTION OF  REJECTABLE  OFFER.  If the Landlord  rejects a Rejectable
Offer  with  respect to the  Premises  by a written  notice  given to the Tenant
within the time period set forth in Section 3.3, then this Lease shall terminate
on  the  Lease   Termination  Date  and  any  Net  Proceeds  (other  than  those
specifically  relating to the Tenant's  Personal  Property),  if any, payable in
connection with a Major Casualty or Major  Condemnation (or the right to receive
the same when made if payment  therefor has not yet been made) shall be assigned
or paid and belong to the  Landlord,  and, in addition,  the Tenant shall pay to
the  Landlord an amount  equal to any  deductible  or self  insurance  amount in
effect  under the policy or policies  insuring  the risk  relating to such Major
Casualty or Major Condemnation, all Basic Rent and Additional Rent accrued as of
such  Lease  Termination  Date and all other  amounts  then  accrued  or due and
payable  by the  Tenant  under  this  Lease.  During  such time as an  Indenture
encumbers  the Premises,  no rejection of a Rejectable  Offer shall be effective
unless countersigned by the Lender.

     3.6 LESS THAN MAJOR CONDEMNATION OR MAJOR CASUALTY.

          (a) If, after a Condemnation  or Casualty,  Tenant is not permitted to
give or, if permitted,  does not give notice of its intention to terminate  this
Lease as  provided  in  Section  3.2 (and is not  required  to give such  notice
pursuant  to Section  3.2),  then this Lease  shall  continue  in full force and
effect and Tenant shall, at its expense, promptly rebuild, replace or repair the
Premises in conformity  with the  requirements  of Sections 2.5 and 3.8 so as to
restore the Premises (in the case of Condemnation,  as nearly as practicable) to
the condition and fair market value thereof immediately prior to such occurrence
(or if the Premises was under renovation at such time, to the condition and fair
market value thereof at the time of completion of  renovation)  pursuant to this
Section 3.6. Prior to any such rebuilding,  replacement or repair,  Tenant shall
deliver its reasonable  estimate of the cost thereof,  which shall be subject to
the approval of Landlord, which approval shall not be unreasonably withheld (the
cost approved by Landlord is referred to as the "RESTORATION COST").

         (b) If the repair  constitutes a Material  Alteration,  the Restoration
Cost must be  confirmed by an architect  reasonably  acceptable  to Landlord (an
"ARCHITECT"),  and if the  Restoration  Cost  is more  than  the  amount  of Net
Proceeds,  the Tenant shall deliver or cause to be delivered to Landlord (or, if
the Indenture is then outstanding,  to Lender): (i) cash collateral in an amount
equal to such excess, or (ii) an unconditional,  irrevocable,  clean sight draft
letter of credit,  in form and  substance,  and issued by a bank,  acceptable to
Landlord in its sole discretion (and, if the Indenture is then  outstanding,  to
Lender in its sole discretion), in the amount of such excess, or (iii) a bond in
form and from an  institution  reasonably  acceptable  to Landlord  (and, if the
Indenture is then outstanding, to Lender), in the amount of such excess; or (iv)
evidence  acceptable to Landlord (and, if the Indenture is then outstanding,  to
Lender) that the excess has been expended in  performing  the  restoration  work
prior to any funds being drawn from the Net Proceeds;  provided, however, Tenant
shall not be required  to deliver the items set forth (i)


                                       16
<PAGE>

through (iv) above as long as (x) the amount of the  Restoration  Cost in excess
of the Net Proceeds is not more than  $1,000,000,  (y) no Event of Default shall
have  occurred  and be  continuing  and (z) at such  time and  thereafter  until
completion of such Material  Alterations Tenant or a Guarantor has an Investment
Grade  Rating  (as  hereinafter  defined)  by  all of the  Rating  Agencies  (as
hereinafter  defined) then rating Tenant or Guarantor.  For the purposes of this
Lease,  the term (x)  "INVESTMENT  GRADE  RATING"  shall  mean that  Tenant or a
Guarantor is rated BBB or better by Standard & Poors Rating Group ("S&P"),  Baa2
or better by Moody's Investor's Service Inc. ("MOODY'S"), BBB or better by Fitch
IBCA,  Inc.("FITCH"),  and/or BBB or better by Duff & Phelps  Credit  Rating Co.
("DUFF &PHELPS"),  and (y) "RATING AGENCIES" shall mean S&P, Moody's,  Fitch and
Duff & Phelps,  or any of their respective  successors,  or any other nationally
recognized credit rating agency or agencies which is rating securities issued in
connection  with any  securitizations  which  include  the loan  secured  by the
Indenture are referred to in this Lease.

          (c) The Restoration Cost shall be paid first out of Tenant's own funds
to the extent that the  Restoration  Cost  exceeds the Net  Proceeds  payable in
connection  with  such  occurrence,  after  which  expenditure  Tenant  shall be
entitled to receive the Net Proceeds,  but only against  certificates  of Tenant
(and  lien  releases  and other  items  generally  and  reasonably  required  in
connection  with  disbursement  of  construction  loan  or  insurance  proceeds)
delivered to Landlord from time to time as such work or rebuilding,  replacement
and  repair  progresses,  each such  certificate  describing  the work for which
Tenant is  requesting  payment  and the cost  incurred  by Tenant in  connection
therewith and stating that Tenant has not theretofore  received payment for such
work. To the extent that the Indenture  requires that Tenant deliver its portion
of the  Restoration  Costs to Lender (or other  security  acceptable to Lender),
Landlord  hereby  instructs  Tenant,  and Tenant agrees,  to deliver the same to
Lender,  provided  that same shall be applied in  accordance  with the terms and
conditions of this Lease. In addition,  in such event the Restoration Cost shall
be disbursed in accordance with the procedure set forth in Section 3.6(e) below.
If the Net Proceeds relate to a Casualty, any Net Proceeds remaining after final
payment has been made for such work and after Tenant has been reimbursed for any
portions it contributed to the Restoration Cost shall be retained by Tenant.  If
the Net Proceeds relate to a Condemnation  and the Net Proceeds  remaining after
final  payment  for the work  are  less  than  $100,000,  any such Net  Proceeds
remaining  after final  payment has been made for such work and after Tenant has
been reimbursed for any portions it contributed to the Restoration Cost shall be
retained by Tenant and no adjustment shall be made in the Basic Rent. If the Net
Proceeds  relate to a Condemnation  and the Net Proceeds  remaining  after final
payment for the work are $100,000 or more, any such Net Proceeds remaining after
final  payment has been made for such work and after Tenant has been  reimbursed
for any portions it  contributed  to the  Restoration  Cost shall be retained by
Landlord and no adjustment  shall be made in the Basic Rent. In the event of any
temporary Condemnation,  this Lease shall remain in full force and effect and so
long as no Event of  Default  shall  have  occurred  and be  continuing  the Net
Proceeds  allocable  to such  temporary  Condemnation  shall be paid to  Tenant,
unless such Net Proceeds from temporary  Condemnation are in excess of $500,000,
in  which  event  such  Net  Proceeds  in  excess  of  $500,000  from  temporary
Condemnation shall be delivered to Landlord (or if required by the Indenture, to
Lender), to be applied towards


                                       17
<PAGE>

the payment of Basic Rent as the same becomes due (with any balance delivered to
Tenant,  except that such  portion of the Net  Proceeds  allocable to the period
after the  expiration or  termination of the term of this Lease shall be paid to
Landlord).  If the cost of any rebuilding,  replacement or repair required to be
made by Tenant  pursuant to this Section 3.6 shall exceed the amount of such Net
Proceeds,  the deficiency shall be paid by Tenant.  Tenant shall not be entitled
to  disbursements of the Net Proceeds if an Event of Default has occurred and is
continuing.

         (d) The Basic Rent and the Additional Rent payable under the provisions
of this Lease  shall not be  affected,  altered or  reduced by any  Casualty  or
Condemnation  and  Tenant's  obligation  to  continue  to  pay  Basic  Rent  and
Additional  Rent  shall  continue   notwithstanding  any  such  Condemnation  or
Casualty.

         (e) If the  Restoration  Costs  are  required  to be held  by  Landlord
pursuant to this Lease,  or if required  under this Lease or the  Indenture,  by
Lender,  then Net Proceeds shall be held by Landlord or Lender,  as the case may
be,  and shall be paid out from  time to time to  Tenant as the work  progresses
(less any cost to Lender or Landlord of recovering and paying out such proceeds,
including, without limitation,  reasonable attorneys',  trustees' or escrow fees
relating  thereto and costs  allocable to inspecting  the work and the plans and
specifications therefor), subject to each of the following conditions:

              (i) Each  request for  payment  shall be made on not less than ten
(10) Business Days' prior notice to Landlord and Lender and shall be accompanied
by an  officer's  certificate  (or if such  work is being  performed  under  the
supervision of an Architect, by a certificate of such Architect), stating (A) in
the case of an  officer's  certificate  only,  that no Event of  Default  exists
hereunder,  (B) that, based upon an inspection of the Premises,  all of the work
completed has been done in  substantial  compliance  with the approved plans and
specifications,  if required,  (C) that the sum requested is validly required to
reimburse  Tenant for payments by Tenant,  or is validly due to the  contractor,
subcontractors,  materialmen,  laborers, engineers,  architects or other persons
rendering services or materials for the work (giving a brief description of such
services and materials),  and that when added to all sums previously paid out by
Landlord  or Lender,  as the case may be,  does not exceed the value of the work
done to the  date of such  certificate,  (D) if the sum  requested  is to  cover
payment  relating to repair and  restoration  of personal  property  required or
relating to the Premises,  that title to the personal  property items covered by
the request for payment is vested in Landlord or Tenant, as applicable,  and (E)
the remaining  cost to complete such work and that the remaining  amount held by
Lender  (together  with any amounts  contemporaneously  deposited by Tenant with
Landlord  or  Lender,  as the case may be,  in  connection  therewith)  shall be
sufficient to cover such cost of  completion;  PROVIDED,  HOWEVER,  that if such
certificate is given by an Architect,  such Architect shall certify as to clause
(B) above,  and Tenant shall  certify as to the  remaining  clauses  above,  and
provided,  further,  that  Landlord or Lender,  as the case may be, shall not be
obligated  to disburse  such funds if  Landlord  or Lender,  as the case may be,
determines, in Landlord's or Lender's reasonable discretion, as the case may be,
that  Tenant  shall  not  be  in   compliance   with  this  Section   3.6(e)(i).
Additionally,


                                       18
<PAGE>

each request for payment  shall contain a statement  signed by Tenant  approving
both the work done to date and the work  covered by the  request  for payment in
question.

             (ii) Each request for payment  shall be  accompanied  by waivers of
lien reasonably  satisfactory to Lender covering that part of the work for which
payment  or  reimbursement  has been  made as of the date  shown on the  current
request  and, if required  by Landlord or Lender,  a search  prepared by a title
company or licensed  abstractor,  or by other evidence  satisfactory to Landlord
and  Lender  that there has not been filed  with  respect  to the  Premises  any
mechanics,  or other lien or instrument  for the retention of title  relating to
any part of the work not discharged of record and such other  contractors  sworn
statements,  plots of survey and evidence of cost,  payment and  performance  as
Lender may reasonably request and approve.

             (iii) Landlord and Lender, and their respective  architects or duly
authorized  representatives,  shall  have the right to  inspect  the work at all
reasonable times upon reasonable prior notice and may condition any disbursement
of Net Proceeds  upon the  satisfactory  completion,  as  determined in Lender's
reasonable  discretion,  of any  portion  of  the  work  for  which  payment  or
reimbursement is being requested.  Neither the approval by Lender or Landlord of
any required plans and  specifications for the work nor the inspection by Lender
or  Landlord  of the work  shall make  Lender or  Landlord  responsible  for the
preparation of such plans and specifications or the compliance of such plans and
specifications,  or of the work, with any applicable Legal Requirement, covenant
or agreement.

             (iv) Net Proceeds shall not be disbursed more  frequently than once
every  thirty  (30) days;  provided,  however,  that if any Event of Default has
occurred  and is  continuing,  or if at  such  time  Tenant  does  not  have  an
Investment  Grade Rating,  no disbursement  made prior to final completion shall
exceed 90% of the value of the work completed from time to time.

             (v) So long as an Event  of  Default  shall  have  occurred  and be
continuing, Landlord (or Lender, if allowed by the Indenture), may apply any Net
Proceeds  held by it to continue the  restoration  and repair of the Premises or
such Net  Proceeds  may be applied to pay or  prepay,  in whole or in part,  any
indebtedness secured by the Indenture.

Net Proceeds held by Landlord or Lender in accordance with this Section shall be
held  in a  segregated  interest  bearing  account  if (A)  such an  account  is
available  at the  institution  at  which  Landlord  or  Lender  holds  such Net
Proceeds,  and (B) Landlord or Lender  determines,  in its reasonable  judgment,
that  holding the Net  Proceeds in such an account is  practical  under the then
existing circumstances.  Any interest earned on the Net Proceeds shall be a part
of the Net Proceeds, and shall be disbursed in accordance with this Lease.

         (f)  Notwithstanding  any other  provision of this  Section,  if either
Tenant or a Guarantor is then currently  maintaining an Investment  Grade Rating
and in  Tenant's  reasonable  judgment  the  cost of the  Work  (as  hereinafter
defined)  is less than  $500,000  with  respect to any 


                                       19
<PAGE>

one casualty or partial  condemnation  (and the cost of all outstanding  Work at
such time is less than  $750,000),  such Work can be  completed in less than one
hundred twenty (120) days (subject to Force Majeure) and no Event of Default has
occurred and is  continuing  and if allowed  pursuant to the  provisions  of the
Indenture,  then Landlord,  upon request by Tenant, shall permit Tenant to apply
for and receive the Net Proceeds directly from the insurer or payor thereof (and
Landlord  shall  advise  such  insurer  or payor and Lender to pay over such Net
Proceeds directly to Tenant), provided that Tenant shall promptly and diligently
commence and complete such Work in a good and workmanlike manner.

         (g) If an Event of Default  shall have occurred and be continuing or if
Tenant  (i)  shall  fail  to  submit  to  Landlord   for   approval   plans  and
specifications  (if  required  pursuant to Section  3.6(b)  hereof) for the Work
(approved by the Architect and by all governmental authorities whose approval is
required), (ii) after any such plans and specifications are approved by all such
governmental  authorities,  the  Architect,  Landlord and Lender,  shall fail to
commence promptly such Work, (iii) after Lender or Landlord has released the Net
Proceeds  to the  extent  provided  for  hereunder,  shall  fail  to  diligently
prosecute such Work to completion,  or (iv) materially fail in any other respect
to comply with the Work obligations  under this Section 3.6, then in addition to
all other rights available hereunder,  at law or in equity,  Landlord or Lender,
or any receiver of the Premises or any portion  thereof,  upon fifteen (15) days
prior written  notice to Tenant  (except in the event of emergency in which case
no notice shall be required),  may (but shall have no obligation  to) perform or
cause to be  performed  such  Work,  and may take  such  other  steps as  either
Landlord or Lender  deems  advisable  (but such  performance  shall not cure the
default of Tenant). In addition, Tenant acknowledges that if an Event of Default
shall have occurred and be continuing, Lender may apply any Net Proceeds towards
payment of the  indebtedness  secured by the Indenture,  which payment shall not
relieve Tenant of any of its obligations  hereunder.  Tenant hereby waives,  for
Tenant and all others holding under or through Tenant, any claim, other than for
gross  negligence or willful  misconduct  (subject to the  provisions of Section
10.18(b)),  against  Landlord and Lender and any receiver arising out of any act
or omission of Landlord or Lender or such receiver pursuant hereto, and Landlord
or Lender may apply all or any portion of the Net Proceeds  (without the need to
fulfill any other  requirements forth in this Section 3.6) to reimburse Landlord
or Lender or such  receiver,  for all amounts  incurred in  connection  with the
Work,  and any costs not  reimbursed  to such parties shall be paid by Tenant to
Landlord (or such other party) on demand,  together with interest thereon at the
Rate from the date such amounts are advanced until the same are paid by Tenant.

         (h) Tenant  shall be  entitled to settle any and all  insurance  claims
less than $100,000, provided that no Event of Default shall have occurred and be
continuing  (in  which  event  Landlord  or  Lender,  as the case may be,  shall
exclusively settle insurance claims).


                                       20
<PAGE>

     3.7 INSURANCE.

         (a) Tenant will  maintain  insurance on the  Premises of the  following
character:

             (i) Insurance with respect to the  Improvements  against all perils
included within the  classification  "All Risk of Physical Loss",  covering such
risks as shall be  customarily  insured  against  with  respect to  improvements
similar  in  construction,  location  and  use  including  by  way  of  example,
earthquake, flood, sprinkler leakage, debris removal, act of municipal authority
(building  ordinance or law,  increased cost of  construction  and  demolition),
malicious mischief,  water damage,  boiler and machinery explosion or damage and
the like,  with extended  coverage,  and in amounts not less than the greater of
(x)  100% of the  actual  replacement  cost of the  Improvements  (exclusive  of
foundations and excavations), without regard to depreciation, and (y) such other
amount as is necessary to prevent any  reduction in such policy by reason of and
to prevent Landlord, Lender or any other insured thereunder from being deemed to
be a  co-insurer.  If as of the date  hereof,  or at any time during the term of
this Lease, the Premises is not in compliance with all Legal  Requirements  such
that in the event of a partial  or total  casualty  or  destruction  such  Legal
Requirements  would prohibit Landlord or Tenant from restoring or rebuilding the
Premises to the  specifications  and  condition  of the  Premises  prior to such
casualty or  destruction,  then  Landlord  or Tenant  shall be required to carry
agreed value insurance.

             (ii) Commercial general public liability insurance insuring Tenant,
with Landlord and Lender as additional insureds,  against all claims for damages
to person or property or for loss of life or of property  occurring upon, in, or
about the Premises, in limits of at least $1,000,000 per occurrence,  $2,000,000
in the aggregate,  with excess or umbrella coverage of at least $20,000,000,  or
such greater  limits as may be required  from time to time by Landlord or Lender
consistent with insurance coverage on properties similarly constructed, occupied
and maintained.

             (iii)  Worker's   compensation   insurance  (including   employers'
liability insurance,  if requested by Landlord or Lender) to the extent required
by the law of the state in which the Premises is located.

             (iv) Flood  insurance  in an amount  equal to the full  Replacement
Cost of the Premises or the maximum amount available,  whichever is less, if all
or any  portion  of the  Improvements  are  located  in an area  which  has been
designated by the Secretary of Housing and Urban  Development  or by the Federal
Emergency  Management  Agency  as having  special  flood  hazards,  and if flood
insurance is available under the National Flood Insurance Act.

             (v) Insurance  against loss or damage from (A) leakage of sprinkler
systems and (B) explosion of steam boilers, air conditioning equipment, pressure
vessels or similar apparatus now or hereafter  installed at the Premises,  in an
amount not less than $5,000,000 or 


                                       21
<PAGE>

such  greater  amount as  Landlord  or Lender  may from time to time  reasonably
require and which are  customarily  required with respect to similar  properties
similarly situated.

             (vi)  Rental loss  insurance  covering at least 15 months of rental
interruption,  in an  amount  equal to 15  months  of Basic  Rent and  estimated
Impositions.

             (vii) During any period during which  construction  is conducted on
the  Premises and during which period the  construction  and  materials  are not
covered by the existing  policies,  premium prepaid insurance  policies covering
the  Premises  (which  during  construction  shall be on an  "All-Risk"  perils,
including theft,  "Builder's  Risk," "Completed Value" form) in amounts equal to
the replacement costs of the Improvements  (including construction materials and
personal  property on or off site) covering  insurance  risks no less broad than
those covered under a Standard  Multi Peril (SMP) policy form,  which contains a
1987 Commercial ISO "Causes of Loss-Special  Form," with coverage for such other
expenses  as  Landlord  or Lender may  reasonably  require,  including,  without
limitation,  coverage for hired  automobiles and other  automobiles not owned by
Tenant.  Such insurance shall contain an agreed amount  endorsement (such amount
to  include  foundation  and  underground  pipes)  and bear a 100%  co-insurance
clause. Said policies shall contain a permission to occupy endorsement.

             (viii) Such other  insurance as may from time to time be reasonably
required  by  Landlord  or by  Lender  in  order  to  protect  their  respective
interests.

             (ix)  During any  period  when  construction  is  conducted  on the
Premises,   worker's   compensation,   employers'  liability,   commercial  auto
liability,  and commercial general liability  insurance  (including  contractual
liability and completed operations coverage) for each general contractor written
on a 1986 or 1993 standard "ISO"  occurrence basis form or equivalent and excess
umbrella  coverage,  carried  during the course of  construction,  with  general
liability insurance limits as set forth in clause (ii) above.

         (b) Such insurance shall be issued by companies  authorized to transact
business  in the state in which the  Premises is located and having an Alfred M.
Best Company  rating of "A" or better and  financial  size  category of not less
than X, and a  Standard  & Poor's  rating of "A" or  better as to claims  paying
ability,  provided  that with respect to worker's  compensation  insurance  such
insurance  company must have an Alfred M. Best  Company  rating of "A" or better
and financial size category of not less than VIII. No liability insurance policy
maintained by Tenant shall provide for a deductible or self-insured retention in
excess of $50,000 unless Tenant then maintains an Investment Grade Rating and no
Event of Default shall have occurred and be continuing hereunder, in which event
the self-insured retention or the deductible shall not be in excess of $100,000.
No casualty or other insurance policy maintained by Tenant (other than liability
policies) hereunder shall provide for a deductible or self-insured  retention in
excess of $25,000 unless Tenant then maintains an Investment Grade Rating and no
Event of Default shall have occurred and be continuing hereunder, in which event
the deductible or the self-insured retention


                                       22
<PAGE>

shall not be in excess of $100,000.  Notwithstanding  the  foregoing,  if Tenant
maintains an Investment Grade Rating and no Event of Default shall have occurred
and be continuing hereunder,  the deductible or the self-insured retention shall
not be in excess of the  following  amounts:  (i) $25,000  for general  property
damage,  (ii) $25,000 for boiler damage,  (iii)  $100,000 for flood damage,  and
(iv) 2% of the insurable  value of the Property for wind  (including  hurricane)
damage.  Tenant shall,  promptly upon receipt but in no event less than ten (10)
days prior to the expiration date of any of the insurance  policies  required to
be maintained  pursuant to this Lease,  deliver to Landlord and Lender originals
or certified  copies of  certificates  evidencing  the renewal of such  policies
bearing  notations  evidencing  the payment of premiums.  Originals or certified
copies of all  insurance  policies  shall be delivered to Landlord and Lender by
Tenant promptly upon Tenant's  receipt thereof and in no event later than ninety
(90) days after the effective  date thereof and original  binders or original or
certified  certificates  evidencing  such policies (or  amendments)  and bearing
notations  evidencing  the payment of premiums  therefor  shall be  delivered to
Landlord  and Lender by Tenant in no event later than ten (10) days prior to the
effective date of such policies (or amendments).  If at any time during the Term
of this  Lease,  Tenant  shall fail to deliver to Landlord  and Lender  original
binders or original or certified certificates  evidencing any insurance required
to be maintained by Tenant  hereunder (or any amendments or renewals of any such
insurance  policies)in  any case  within  five (5)  Business  Days  prior to the
expiration date of any such policies,  then Landlord shall, at its option,  have
the right to require Tenant to deposit,  and Tenant agrees that it shall deposit
with Landlord or, if directed by Landlord, to Lender (or its  designee)(Landlord
hereby  irrevocably  directs Tenant to make such deposits with Lender as long as
the  Indenture  shall remain  outstanding)  on each Payment  Date, as Additional
Rent, one twelfth (1/12) of all estimated  insurance  premiums in respect of all
insurance  required to be  maintained  by Tenant  hereunder  (collectively,  the
"ESTIMATED  PREMIUMS")  for the year then in effect as  reasonably  estimated by
Landlord. To the extent permitted by applicable law, neither Landlord nor Lender
or its  designee,  as  Depository,  shall be required to maintain the  Estimated
Premiums in an account separate from other funds of such party or to deposit any
such amounts in an  interest-bearing  account,  provided,  however, in the event
such  amounts  are  maintained  in an interest  bearing  account and no Event of
Default  shall  have  occurred  and be  continuing  hereunder,  Tenant  shall be
entitled to receive any interest  earned  thereon on a quarterly  basis.  Tenant
shall deposit with Depository, prior to the date which is thirty (30) days prior
to the  due  date  of  insurance  premiums,  such  additional  amount  as may be
necessary to provide Depository with sufficient funds in such deposit account to
pay each such insurance  premium at least thirty (30) days in advance of the due
date thereof. Depository shall apply the aforesaid deposits for such purpose not
later than the last day on which any such insurance premiums are due. If, at any
time,  the amount of any insurance  premiums are increased or Landlord or Lender
receives information that such insurance premiums will be increased,  and if the
monthly deposits then being made by Tenant for this purpose (if continued) would
not make up a fund  sufficient to pay such insurance  premiums  thirty (30) days
prior to the due date,  said monthly  deposits  thereupon shall be increased and
Tenant  immediately  shall deposit with the  Depository,  on demand,  sufficient
moneys  so that  the  moneys  then on hand  for the  payment  of said  Insurance
Premiums,  plus the increased payments and such additional sums demanded,  shall
be sufficient so that the


                                       23
<PAGE>

Depository  shall  have  received  from  Tenant  adequate  amounts  to pay  such
Insurance  Premiums at least  thirty (30) days  before such  insurance  premiums
become due and payable.  For the purpose of  determining  whether the Depository
has on hand sufficient  moneys to pay any particular  insurance premium at least
thirty (30) days prior to the due date  therefor,  deposits for each category of
insurance premium shall be treated  separately,  it being the intention that the
Depository  shall not be obligated to use moneys deposited for the payment of an
item not yet due and payable to the payment of an item that is due and  payable.
Notwithstanding  the  foregoing,  it is  understood  and agreed  that (a) to the
extent permitted by applicable law,  deposits provided for hereunder may be held
by the  Depository in a single bank account and  commingled  with other funds of
the Depository,  and (b) the Depository may, if Tenant fails to make any deposit
required  hereunder,  apply deposits made for any one insurance  premium for the
payment of the same, any other insurance  premium or any outstanding  Basic Rent
or Additional  Rent. If this Lease shall be terminated by reason of any Event of
Default, all deposits then held by the Depository shall be applied on account of
any and all sums due  under  this  Lease  and  Tenant  shall  forthwith  pay the
resulting  deficiency in accordance with the terms hereof. If Landlord ceases to
have any  interest in the  Premises,  Landlord  shall direct the  Depository  to
transfer  to the  person or entity who owns or  acquires  such  interest  in the
Premises and is the  transferee of the  Landlord's  interest in this Lease,  the
deposits made pursuant to the provisions hereof. In addition,  in the event that
the Lender (or a servicing  agent on  Lender's  behalf) is the  Depository,  the
Lender shall have the right to transfer the deposits (or to cause its  servicing
agent to transfer  such  deposits) to any  transferee of the Indenture or to the
holder of any substitute  Indenture.  Upon any such transfer of the deposits and
notice thereof to Tenant, the transferor shall be deemed to be released from all
liability  with  respect  thereto  and Tenant  agrees to look to the  transferee
solely with  respect  thereto,  and the  provisions  hereof  shall apply to each
successive transfer of the said deposits.

         (c) Every such policy (other than any general  public  liability,  auto
liability or worker's compensation policy) shall bear a mortgagee's loss payable
clause or a  mortgagee  endorsement  in favor of the  mortgagee  or  beneficiary
(whether one or more, and together with its or their successors and assigns, the
"LENDER")  under each  mortgage,  deed of trust or similar  security  instrument
creating a lien on the  interests  of Landlord in the  Premises  (whether one or
more, the  "INDENTURE"),  and any loss under any such policy shall be payable to
the Lender which has a first lien on such  interests  (if there is more than one
first  Lender,  then to the  trustee  for such  Lenders)  to be held and applied
pursuant to this Article 3.

         (d) All such insurance  (other than any worker's  compensation  policy)
shall be endorsed to provide that:

             (i) such  insurance will not be canceled or amended except after 30
days' written notice to Landlord and Lender and that it shall not be invalidated
by any act or negligence  of Landlord,  Tenant or any person or entity having an
interest in the  Premises,  nor by occupancy or use of the Premises for purposes
more hazardous than  permitted by such policy, nor by any


                                       24
<PAGE>

foreclosure or other proceedings relating to the Premises nor by change in title
to or ownership of the Premises;

             (ii) the  Landlord and Lender are each an  additional  insured with
the  understanding  that any  obligation  imposed  upon the insured  (including,
without limitation,  the liability to pay premiums, but excluding any obligation
of the insured to cooperate with any insurer or any insurer's  representative in
the  investigation,  defense  or  settlement  of any claim  covered  under  such
insurance)  shall be the sole  obligation  of  Tenant  and not that of any other
insured;

             (iii) all insurance  proceeds payable under any policy of property,
sprinkler  or flood  insurance  with  respect to the  Premises  shall be paid to
Lender as sole loss  payee for  losses in excess of  $100,000  under a  standard
mortgagee clause (or if no Lender exists, to Landlord);

             (iv) the  interests of the Lender shall not be  invalidated  by any
action  or  inaction  of the  Landlord,  Tenant or any  other  person,  and such
insurance  shall insure the Lender  regardless of any breach or violation by the
Tenant,  the Landlord or any other  person of any  warranties,  declarations  or
conditions  contained in the policies  relating to such insurance or application
therefor;

             (v) the  interests  of  Landlord  shall not be  invalidated  by any
action or inaction of the Tenant or any other person,  and such insurance  shall
insure the Landlord  regardless  of any breach or violation by the Tenant or any
other person of any  warranties,  declarations  or  conditions  contained in the
policies relating to such insurance or application therefor;

             (vi) the  insurer  thereunder  waives  all  rights  of  subrogation
against the Lender and Landlord and waives any right of set-off and counterclaim
and any other right of deduction, whether by attachment or otherwise;

             (vii) such  insurance  shall be primary to Tenant  without right of
contribution from any other insurance carried by or on behalf of the Tenant with
respect to Tenant's  operation  only or the  Landlord or the Lender or any other
person with respect to its interest in the Premises;

             (viii) all terms, conditions, insuring agreements and endorsements,
with the exception of limits of  liability,  shall operate in the same manner as
if there  were a separate  policy  covering  each  insured,  including,  without
limitation,  that  if  any  such  policy  is a  blanket  policy  covering  other
properties  in  addition  to  the  Premises,   Tenant  shall  provide   evidence
satisfactory  to  Landlord  that the  insurance  premiums  for each of the other
properties  and the  Premises  are  separately  allocated  under such policy and
payment of such allocated premiums shall


                                       25
<PAGE>

continue  such policy as to the Premises  notwithstanding  any other  payment or
non-payment of premiums thereunder.

          (e) In the event of any transfer by Landlord of Landlord's interest in
the  Premises or any  financing or  refinancing  of  Landlord's  interest in the
Premises,  Tenant shall, upon not less than ten (10) days' prior written notice,
deliver to Landlord or any Lender  providing such financing or  refinancing,  as
the case may be,  certificates  of all  insurance  required to be  maintained by
Tenant hereunder  naming such transferee or such Lender,  as the case may be, as
an additional  named insured to the extent required  herein  effective as of the
date of such  transfer,  financing  or  refinancing.  Tenant shall not obtain or
carry separate insurance concurrent in form or contributing in the event of loss
with that required by this Section 3.7 unless  Landlord is an  additional  named
insured therein and unless there is a Lender endorsement in favor of Lender with
loss  payable as provided  herein.  Tenant  shall  immediately  notify  Landlord
whenever any such  separate  insurance is obtained and shall deliver to Landlord
and Lender the  policies or  certificates  evidencing  the same.  Any  insurance
required  hereunder  may be provided  under blanket  policies  provided that the
Premises and the applicable coverage applicable thereto are specified therein.

         (f) Any  loss  under  any  property  damage  insurance  required  to be
maintained  by Tenant shall be adjusted by Landlord  and Tenant  pursuant to the
provisions of Section 3.2(a),  provided,  however,  if an Event of Default shall
have occurred and be continuing, Landlord shall have the sole right to make such
adjustment and collection, but Tenant shall be entitled to any proceeds relating
to Tenant's Personal Property (subject to Landlord's right to offset any amounts
owed to Landlord under this Lease).

         (g) The  requirements  of this  Section 3.7 shall not be  construed  to
negate or modify Tenant's obligations under Section 2.4.

         (h) If Tenant  fails to maintain and deliver to Landlord and Lender the
original policies and certificates of insurance required by this Lease, Landlord
or Lender  may,  at their  option,  procure  such  insurance,  and Tenant  shall
reimburse  Landlord  or  Lender,  as the case may be, in the  amount of all such
premiums thereon,  promptly  following demand by Landlord or Lender, as the case
may be,  with  interest  thereon at the Rate from the date paid by  Landlord  or
Lender,  as the  case may be,  to the date or  repayment  by  Tenant;  provided,
however, that this sentence shall not prevent any default under this Section 3.7
from becoming an Event of Default.

     3.8 ALTERATIONS.

         (a) Tenant may, at its expense,  make  additions to and  alterations of
the  Improvements,   and  construct   additional   Improvements   (collectively,
"ALTERATIONS"), provided that (i) the fair market value, utility and useful life
of the  Premises  shall not be  reduced  or  lessened  in any  material  respect
thereby,  (ii) such Alterations  shall be expeditiously  completed in a good and
workmanlike manner, free and clear of liens and encumbrances,  and in compliance
with all 


                                       26
<PAGE>

applicable Legal  Requirements  and the  requirements of all insurance  policies
required to be maintained by Tenant  hereunder,  (iii) Tenant shall not make any
Alterations in violation of the terms of any restriction,  easement,  condition,
covenant or other matter  affecting  title to or use of the Premises and (iv) no
Material Alterations (as hereinafter  defined),  shall be made unless Landlord's
prior  written  consent  shall have been  obtained,  which  consent shall not be
unreasonably withheld, delayed or conditioned,  unless an Event of Default shall
have  occurred and be  continuing  in which case such consent may be withheld by
Landlord in its sole discretion.  "MATERIAL ALTERATION" is defined as either (A)
Structural  Work (as hereinafter  defined),  or (B) a demolition of any material
portion of the  Improvements,  or (C)  Alterations  which would  materially  and
adversely affect the building  systems or equipment,  or (D) Work which involves
the  construction  of a shared  common or party  wall on a  property  line which
separates the Premises  from adjacent  land, or (E) Work for which the Estimated
Cost is in  excess of  $250,000.  "STRUCTURAL  WORK" is  defined  as Work  which
involves in any material respect any roof,  load-bearing wall, structural beams,
columns,  supports,  foundation or any other structural element of the Premises.
"ESTIMATED COST" is defined as the estimated cost of materials, construction and
labor (not including architects, engineers or other professionals), as estimated
by a licensed Architect (or if not required to be estimated by an Architect,  as
reasonably  estimated  by  Tenant),  which  estimate  together  with a  complete
description  of the Work and all related  work shall be  delivered  to, and such
estimate and description  reasonably approved by, Lender and Landlord before the
commencement of any Work hereunder.  In addition to the limitations set forth in
(i)  through  (iv)  above,   Tenant  agrees  that  all   Alterations,   Material
Alterations,  Structural  Work,  restoration,  repair  and any other  work which
Tenant shall be required or permitted to do under the  provisions  of this Lease
(hereinafter  collectively  called the "WORK")  shall be  performed in each case
subject to the following:

             (i) Tenant  shall not  perform any Work which shall have a material
adverse effect on the use or operation of the Premises, as operated by Tenant as
of the date hereof  (except such adverse effect as shall occur during the period
of time needed to complete the Work). Any Work when completed shall be of such a
character as not to materially  reduce the value of the Premises below its value
immediately  prior to the  commencement  of such Work or damage to the  Premises
necessitating such Work or change.

             (ii) Except with respect to adverse  effects  occurring  during the
period  of time  needed  to  complete  the  applicable  Work,  no Work  shall be
performed  by Tenant if the same  would  materially  reduce  the  usable  square
footage of the Premises, or would materially weaken, temporarily or permanently,
the structure of the Premises or any part thereof,  or reduce the permitted uses
thereof under applicable zoning laws or impair other amenities of the Premises.


             (iii) No Material  Alterations  shall be commenced  until  detailed
plans  and  specifications  (including  layout,  architectural,  mechanical  and
structural drawings),  prepared by an Architect shall have been submitted to and
approved  by  Landlord,  which  approval  shall  not  be


                                       27
<PAGE>

unreasonably delayed,  conditioned or withheld,  provided however, that any such
approval  by Landlord  shall be subject to  Landlord's  receipt of any  approval
required  to be  obtained  from the Lender and no such Work shall be  undertaken
except under the supervision of the Architect.

             (iv)  The  reasonable  cost  and  expense  paid  to  third  parties
(including  Landlord's  asset  manager or any  servicer  retained  by Lender) of
Landlord's and Lender's  respective  (A) review of any plans and  specifications
required   to  be   furnished   pursuant   to  this  Lease  or  (B)   reasonable
review/supervision of any such Work shall be paid by Tenant to Landlord,  within
ten (10) days after demand, or, at the option of Landlord, as Additional Rent.

             (v) All Work shall be commenced  only after all required  municipal
and other  governmental  permits,  authorizations  and approvals shall have been
obtained by Tenant, at its own cost and expense, and copies thereof delivered to
Landlord.  Landlord  will, on Tenant's  written  request,  promptly  execute any
documents  necessary  to be  signed by  Landlord  to  obtain  any such  permits,
authorizations  and  approvals,  provided  that Tenant shall bear any expense or
liability of Landlord in connection therewith;  provided,  however, that none of
the foregoing  shall,  in any manner,  result in a change in zoning or otherwise
have a material  adverse  affect on the ability to use the Premises as currently
operated by Tenant.

             (vi) If the Work shall constitute a Material  Alteration,  it shall
not be commenced  until Tenant shall have obtained and delivered to Landlord and
Lender,  either (A) a performance  bond and a labor and  materials  payment bond
(issued by a corporate  surety licensed to do business in the state in which the
Premises is located and satisfactory to Landlord and Lender),  each in an amount
equal to the Estimated Cost of such Work and in form otherwise  satisfactory  to
Landlord  and  Lender,  or (B)  such  other  security  as  shall  be  reasonably
satisfactory to Landlord and Lender; provided,  however, that if at the time the
Work is commenced,  either Tenant or a Guarantor then maintains and continues to
maintain until such Work is completed an Investment Grade Rating and no Event of
Default  shall have occurred and be  continuing  and Estimated  Cost of the Work
does not exceed  $1,000,000  (as  adjusted  for  changes in the  consumer  price
index), Tenant shall not be required to comply with this subsection (vi).

             (vii) All Work shall be performed in a good and workmanlike manner,
and in  accordance  with  all  Legal  Requirements,  as  well as any  plans  and
specifications  therefor  which shall have been  approved by Landlord.  All Work
shall be commenced and completed in a commercially reasonable manner.

             (viii) Subject to the terms of Section 2.6 hereof,  the cost of all
Work  shall  be paid  promptly,  in  cash,  so that the  Premises  and  Tenant's
leasehold  estate therein shall at all times be free from (A) liens for labor or
materials  supplied or claimed to have been  supplied to the Premises or Tenant,
and  (B)  chattel  mortgages,   conditional  sales  contracts,  title  retention
agreements,  security  interest and  agreements,  and financing  agreements  and
statements.


                                  28
<PAGE>

             (ix) Upon  completion  of any Work,  Tenant,  at Tenant's  expense,
shall  obtain  certificates  of final  approval  of such  Work  required  by any
governmental  or  quasi-governmental  authority and shall furnish  Landlord with
copies thereof, and, if the Work constituted Material Alterations, together with
"as-built" plans and specifications for such Work.

             (x) Any Work shall be subject  to  inspection  at any time and from
time to time by any of Landlord or Lender,  their  respective  architect(s),  or
their  duly  authorized  representatives,  and if any such  party  upon any such
inspection  shall be of the  opinion  that the Work is not  being  performed  in
accordance   with  the   provisions  of  this  Section  3.8  or  the  plans  and
specifications,  or that any of the  materials  or  workmanship  are  unsound or
improper, Tenant shall correct any such failure and shall replace any unsound or
improper  materials or workmanship.  Anything  contained  herein to the contrary
notwithstanding,  any different  procedure for the performance of Work which may
be required under any Indenture shall take precedence over and be in addition to
the  procedures  provided  for in this Lease  provided  that any such  different
procedures contained in any Indenture entered into by Landlord subsequent to the
commencement  date of this  Lease  are  consistent  with  prevailing  commercial
lending practices for similar transactions.

             (xi) Except as may be expressly  provided to the contrary hereunder
with  respect to  Severable  Alterations  or with  respect to Tenant's  Personal
Property,  all Alterations  installed in or upon the Premises at any time during
the Term shall  become the  property  of Landlord  and shall  remain upon and be
surrendered with the Premises unless Landlord, by notice to Tenant no later than
ninety (90) days prior to the Expiration  Date,  elects to have the same removed
or  demolished  by Tenant,  in which  event,  the same shall be removed from the
Premises by Tenant prior to the termination of this Lease, at Tenant's  expense.
Tenant may  expressly  request in Tenant's  written  request  for  consent  that
Landlord  determine its election prior to  installation  (which written  request
shall  include the  estimated  cost of removal and  restoration).  Tenant  shall
immediately  repair any damage to the  Premises  caused by its removal of any of
the Severable  Alterations or Tenant's  Personal  Property or Alterations  which
remain  the  property  of  Tenant  pursuant  to the terms of this  Section.  All
property  permitted  or  required to be removed by Tenant at the end of the Term
remaining in the Premises after Tenant's  removal shall be deemed  abandoned and
may, at the election of Landlord,  either be retained as Landlord's  property or
may be removed from the Premises by Landlord at Tenant's expense. The provisions
of this Section shall survive the expiration of the Term or earlier  termination
of this Lease.

         (b) Tenant  may,  at its cost and  expense,  install,  or place upon or
reinstall,  or replace  and  remove  from the  Premises  any  Tenant's  Personal
Property.  Subject to and  conditioned  upon  compliance  with the provisions of
Section  3.8(a) above,  Tenant may make  Alterations  or undertake  construction
which requires  sharing the use of existing  facilities and utilities,  provided
that reciprocal easement agreements and joint use agreements allocate ownership,
use and expenses to the reasonable  satisfaction of Landlord,  and provided that
the same comply with the provisions of Section 3.10. No such construction  shall
impair the structural


                                       29
<PAGE>

and functional integrity of the Premises as an independent  commercial property,
in compliance with Legal  Requirements,  at the time the Alterations are made or
at the end of the term of this Lease.

     3.9 INTENTIONALLY OMITTED.

     3.10 EASEMENTS.

         (a) Landlord agrees from time to time during the term of this Lease, at
the  request of Tenant,  without  additional  consideration,  and with the prior
written consent of Lender,  which, shall not be unreasonably withheld or delayed
(1) to sell,  assign,  convey, or otherwise transfer an interest in the Premises
of a nature  described in this Section 3.10 to any Person  legally  empowered to
take such interest  under the power of eminent domain which Person has indicated
it intends to do so, (2) to grant easements,  licenses,  rights of way and other
rights and  privileges  in the nature of easements  of such  nature,  extent and
duration  as  Tenant  may  reasonably  request  provided  that  such  easements,
licenses,  rights of way and other rights and privileges are customarily granted
by prudent operators, managers, or owners of properties similar to the Premises;
(3) to release or relocate existing  easements and  appurtenances  which are for
the benefit of the Premises;  (4) to dedicate or transfer unimproved portions of
the  Premises  for  road,  highway  or other  public  purposes;  (5) to  execute
petitions to have the Premises  annexed to any municipal  corporation or utility
district;  (6) to execute amendments to any covenants and restrictions affecting
the  Premises;  and (7) to execute  and  deliver  any  instrument  necessary  or
appropriate to confirm or effect such grants,  releases,  dedication,  transfer,
petition or amendment to any person in each of the foregoing instances, the same
to be without  consideration,  but only if (i) such grant, release,  dedication,
transfer,  petition or amendment  is not  detrimental  to the proper  conduct of
business  of  Tenant on the  Premises,  (ii) such  grant,  release,  dedication,
transfer,  petition or amendment does not materially impair the effective use of
the Premises for its intended  purposes or materially  and adversely  affect its
value,  (iii) Tenant  considers the  consideration,  if any, being paid for such
grant,  release,  dedication,  transfer,  petition or  amendment  to be fair and
adequate,  (iv) for so long as this Lease is in effect,  Tenant will perform all
obligations,  if any, of Owner under the applicable instrument, and (v) Landlord
and Lender shall have received (W) a certificate from the appropriate officer of
Tenant  certifying as to the satisfaction of the conditions  described in clause
(i)  through (v) above,  (X) a duly  authorized  undertaking  of Tenant and each
Guarantor,  in form and substance  reasonably  satisfactory to Landlord,  to the
effect that Tenant will remain obligated hereunder to the same extent as if such
grant, release,  dedication,  transfer,  petition or amendment had not been made
and Guarantor will remain  obligated  under the Guaranty in accordance  with its
terms, and (Y) such instruments, certificates (including evidence of authority),
surveys, title insurance policy endorsements, and opinions of counsel reasonably
acceptable to Landlord,  as Landlord may reasonably  request in connection  with
such grant, release,  dedication,  transfer, petition or amendment. Any easement
that imposes any  obligation or liability on Landlord  shall  expressly  provide
that it is without  recourse  to  Landlord  (except to the extent of  Landlord's
interest  in  the  Premises),  and  that  any  lien  arising  by  virtue  of the
nonperformance of


                                       30
<PAGE>

obligations  under  such  easement  shall  be  subordinate  to the  lien  of any
Indenture.  The grant of any such easement shall be subject to Lender's consent,
which consent  shall not be  unreasonably  withheld or delayed.  Tenant shall be
responsible  for the  payment of all costs and  expenses  paid to third  parties
(including the reasonable costs and expenses of Landlord and Lender) incurred in
connection with this Section 3.10. Subject to the provisions of Sections 3.2 and
3.6,  any  consideration  received  for  the  grants,   releases,   dedications,
transfers,  petitions  or  amendments  outlined  in this  Section  shall  be the
property of Landlord.

         (b) Without  limiting  the  generality  of any other  provision of this
Lease requiring  payments of Additional  Rent, if the Premises is presently,  or
should at sometime in the future be, affected by an easement  agreement,  Tenant
agrees  during  the term of this  Lease (i) to  perform  all of the  duties  and
obligations  of  Landlord  under such  easement  agreement  (including,  without
limitation,   paying  any  and  all  costs,   charges  and  assessments  imposed
thereunder),  (ii)  Tenant  shall  comply  with,  all of the terms,  conditions,
covenants,  provisions,  restrictions  and agreements set forth in such easement
agreement,  (iii)  that any  obligation  or  liability  arising  under  any such
easement  agreement  shall be nonrecourse  to Landlord  (except to the extent of
Landlord's  interest in the Premises and this Lease), (iv) that any lien against
the Premises arising by virtue of the  nonperformance  of obligations under such
easement agreement shall be subordinate to the lien of any Indenture; and (v) to
indemnify,  defend and hold the Indemnified  Parties harmless in accordance with
Section 2.4 hereof  from and  against  every,  any and all  demands,  claims and
assertions of liability,  or action relating to Tenant's  failure to comply with
the obligations set forth in this Section 3.10(b). Landlord agrees that it shall
not (except as may be required by any governmental  agency or in connection with
any condemnation  proceeding)  enter into any easement without the prior written
consent of Tenant, which consent shall not be unreasonably withheld or delayed.

     3.11 RIGHT OF FIRST OFFER. (a) Subject to the provisions of Section 3.11(b)
hereof and provided no Event of Default  shall have  occurred and be  continuing
hereunder,  if the  Landlord  intends  to offer to sell or  transfer  Landlord's
interest in the Property  during the Term and as long as Dictaphone  Corporation
is the  tenant  under this  Lease,  then  Landlord  shall  notify  Tenant of the
provisions of Landlord's proposed offer to sell the Property and the offer price
thereof (the "Offer Price").  Tenant shall be entitled,  within thirty (30) days
after  receipt of the  Landlord's  notice  (time being of the essence as of such
date),  to elect by  written  notice  to the  Landlord  ("TENANT'S  NOTICE")  to
purchase the Property for the Offer Price and upon the other  provisions  stated
in the Landlord's  notice,  except that title shall close thirty (30) days after
delivery of Tenant's Notice (time being of the essence as of such date).  Should
the  Tenant  fail to  exercise  this right  within the time and manner  required
above, or waives such right in writing,  Landlord shall be free to enter into an
agreement of sale  relating to the sale of the Property by Landlord for a stated
purchase  price (subject to  adjustments)  in an amount equal to or greater than
90% of the Offer Price and on such other terms and  conditions as Landlord shall
elect and to consummate  the sale of the Property in  accordance  with the terms
and conditions of such agreement of sale without reoffering to sell the Property
to Tenant.  In the event that  following  the giving of a


                                       31
<PAGE>

Landlord's  notice as  provided  above,  Landlord  shall  elect to enter into an
agreement of sale relating to the Property for a stated  purchase price (subject
to adjustments) which is less than 90% of the Offer Price,  Landlord shall first
deliver a notice to Tenant of the revised  Offer  Price and Tenant  shall have a
period of three (3) Business Days  following  receipt of such notice (time being
of the  essence as of such  date) to elect to accept  Landlord's  revised  Offer
Price by  delivery  of written  notice  thereof to  Landlord.  In the event that
Tenant shall fail to accept Landlord's revised Offer Price within said three (3)
Business Day period,  Tenant shall be deemed to have rejected such revised Offer
Price and  Landlord  shall be free to sell the Property for an Offer Price which
is equal to or greater than 90% of such revised  Offer Price as provided  above.
If Tenant elects to accept such revised  offer,  Tenant shall be required to the
purchase the  Premises  within  thirty (30) days  following  Tenant's  notice to
Landlord  accepting  such  revised  offer  (time being of the essence as of such
date) in accordance  with the terms and conditions of this Lease.  Tenant agrees
that such sale or  transfer  shall be subject to the  provisions  of this Lease,
excluding  however,  the right of first  offer  granted  hereunder  which  shall
thereupon be deemed null and void and of no further force and effect.

         (b)  Notwithstanding  the provisions of Section 3.11(a) hereof: (i) the
right of first  offer  granted  to Tenant  shall not  apply to any  transfer  of
Landlord's  interest  in  the  Property  pursuant  to or in  connection  with  a
foreclosure  of the  Indenture  or any  transfer of the  Property by Landlord to
Lender or its designee in lieu thereof, (ii) in the event of any transfer of the
Property pursuant to or in connection with a foreclosure of the Indenture or any
transfer  of the  Property  to a Lender or its  designee  in lieu  thereof,  the
provisions of Section 3.11(a) shall be automatically deemed null and void and of
no further  force and effect,  and (iii) any  transfer of the  Property  upon an
exercise  of the right of first  offer  granted  to Tenant  shall be  subject to
Landlord's  obtaining the consent of the Lender and shall be further  subject to
any conditions and/or  prohibitions  contained in the Indenture  applicable to a
transfer  by  Landlord  of its  interest  in the  Property,  including,  without
limitation,  the conditions set forth in Section  2.16(a)(i)  through (x) of the
Indenture.  In addition,  in the event that Tenant  shall  exercise the right of
first offer granted to Tenant pursuant to Section  3.11(a) hereof,  Tenant shall
be required to (i) form a single purpose,  bankruptcy remote entity satisfactory
to the Lender,  in Lender's  sole  discretion,  to acquire the Property and (ii)
otherwise  comply with the terms and  conditions  of the Indenture in connection
with the  acquisition  of the Property.  In addition,  no such transfer shall be
permitted if such  transfer  could result in a merging of the fee and  leasehold
estates.

                                   ARTICLE 4.

     4.1 ASSIGNMENT AND SUBLETTING.

         (a) Without the prior  written  consent of  Landlord,  (A) neither this
Lease,  nor any  interest of Tenant in this Lease or in the  Premises,  shall be
sold, assigned,  or otherwise  transferred,  directly or indirectly,  whether by
operation of law or otherwise,  and (B) the issued or outstanding  capital stock
of Tenant shall not be sold, assigned or transferred, nor shall



                                       32
<PAGE>

additional  stock in Tenant be issued if the  issuance  of  additional  stock or
sale,  assignment  or transfer  of the issued or  outstanding  capital  stock of
Tenant would  constitute  a Change In Control  Event (as  hereinafter  defined);
provided,  however,  that a Change In Control Event shall be permitted  provided
that prior to, and as a condition of, any such Change In Control  Event,  Tenant
shall have provided evidence satisfactory to Landlord and Lender in all respects
that,  (i) no Event of Default  then exits under this Lease,  (ii) the net worth
and credit standing of Tenant on the day after the Change In Control Event shall
be equal to or greater  than the net worth and credit  standing of Tenant on the
day prior to such Change In Control  Event unless  Tenant shall have  provided a
Credit Enhancement  Facility (as hereinafter  defined)  satisfactory to Landlord
and  Lender in their sole  discretion  with  respect  to such  Change In Control
Event,  (iii)  confirmation  from the Rating Agencies  involved in any secondary
market transaction  relating to the Indenture that any such transaction (and the
Credit  Enhancement  Facility  relating  to such  transaction,  if any) will not
result in a  qualification,  withdrawal or downgrade of either the credit rating
of Tenant or of the then current rating of any  securities  issued in connection
with  a  secondary  market  transaction  by  any  such  Rating  Agencies,   (iv)
confirmation  by the  Guarantor of its  guaranty,  if any, (v) Tenant shall have
delivered  such  estoppels,  certificates  and/or  opinions of counsel as may be
required by Landlord,  Lender or such Rating  Agencies in  connection  with such
transaction,  including,  but not  limited to, A REMIC  Opinion (as  hereinafter
defined), and (vi) Lender and Landlord shall be given, as a prerequisite to such
Change In Control Event a written certification from the chief financial officer
of Tenant that the provisions of this Section have been satisfied (collectively,
the "CHANGE IN CONTROL  CONDITIONS").  For purposes of this Lease,  the term (A)
"Change In Control  Event"  shall mean the sale,  assignment  or transfer of the
issued  or  outstanding  stock of  Tenant,  or any  entity  or  person  owning a
controlling interest in Tenant or the issuance of additional stock of Tenant, in
any such case, which would result in a change in the possession of the direct or
indirect power to direct, or cause the direction of, the management and policies
of Tenant,  whether through the ownership of voting  securities,  or partnership
interest,  or otherwise  excluding,  however,  the sale of shares, which sale is
effected through an initial public offering,  the  "over-the-counter  market" or
through any recognized  stock exchange,  and (B) "CREDIT  ENHANCEMENT  FACILITY"
shall mean any one or more of the  following:  (i) the  delivery  by Tenant of a
guaranty of the  obligations  of Tenant under this Lease,  in form and substance
satisfactory to Landlord and Lender in all respects,  from a Guarantor  having a
rating which is Investment Grade or better by S&P and Moody's together with with
an opinion of  counsel,  in form and  substance  satisfactory  to  Landlord  and
Lender,  regarding the legality,  validity and  enforceability of such guaranty,
(ii) the delivery by Tenant of a clean, unconditional, transferable, irrevocable
standby  letter of credit (the  "STANDBY  LETTER OF CREDIT") as security for the
full and faithful  performance by Tenant of each of its  obligations  under this
Lease,  including,  without  limitation,  the  payment  of all  Basic  Rent  and
Additional Rent as and when due and payable by Tenant  hereunder,  which Standby
Letter of Credit shall be (a) in form and substance satisfactory to Landlord and
Lender  (as long as the  Indenture  is  outstanding),  (b) held by, and shall be
subject to draw by, Landlord or solely by Lender (as long as the Indenture shall
remain outstanding),  (c) payable at sight upon the failure of Tenant to pay and
Basic Rent or Additional Rent as and when due and payable  hereunder or upon the
occurrence of any other Event of Default by Tenant under 


                                       33
<PAGE>

this Lease, (d) issued by a bank  satisfactory to Landlord and Lender which is a
member of the New York  Clearinghouse  Association  and which has its  principal
place  of  business  in the  City of New  York,  (e) in an  amount  equal to the
aggregate  payments of Basic Rent and Additional  Rent (as estimated by Landlord
and approved by Lender) due and payable from the date of the consummation of the
Merger and Sale Event (as  hereinafter  defined) or Change In Control Event,  as
the case may be,  through the  expiration of the then current term of this Lease
(which  amount  shall be subject to  increase  from time to time upon  demand of
Landlord or Lender in the event that the amount of the Standby  Letter of Credit
is  estimated  to be  less  than  the  amount  required  to  fully  satisfy  the
obligations  of Tenant under this Lease through and including the  expiration of
the then current  term of this Lease;  in which case Tenant shall be required to
amend the Standby  Letter of Credit to increase the amount thereof or to deliver
a  substitute  Standby  Letter  of  Credit in such  increased  amount  and which
otherwise  satisfies the requirements  set forth above),  or (iii) or such other
security  which is  satisfactory  to  Landlord,  Lender and any Rating  Agencies
involved in any secondary market transaction relating to the Indenture,  and (C)
"REMIC Opinion" shall mean an opinion of counsel  satisfactory to Lender and the
Rating  Agencies  stating that any  securitization  vehicle formed in connection
with a securitization which includes the loan secured by the Indenture which has
elected to be treated as a "real estate mortgage  investment conduit" within the
meaning of Section  860(D) of the Internal  Revenue Code,  as amended  "REMIC" ,
will not fail to maintain  such REMIC  status as a result of a Change In Control
Event,  assignment  or Merger and Sale Event,  as the case may be, and that such
Change In Control  Event,  assignment or Merger and Sale Event,  as the case may
be, does not constitute a "significant  modification" of the loan secured by the
Indenture  under  Section  1001 of the Internal  Revenue  Code,  as amended,  or
otherwise  cause  a tax  to be  imposed  on a  "prohibited  transaction"  by any
securitization  vehicle electing to be treated as a REMIC. Except as required by
law or court  order or in  connection  with any  enforcement  by Landlord of its
rights and remedies  under this Lease,  for a period which is the earlier of (x)
twelve  months  following  receipt  thereof  by  Landlord,  or  (y)  until  such
information  shall  be  disclosed  to the  public  (other  than by  reason  of a
disclosure  thereof by Landlord in violation of this Lease),  Landlord shall not
disclose  the  content of any  information  provided  by Tenant to  Landlord  in
connection  with any  Change  In  Control  Event  to any  party  other  than (i)
Landlord's  beneficiaries  (or the  beneficial  owners of any  beneficiaries  of
Landlord) or their  respective  accountants,  consultants  or counsel,  and (ii)
Lender and the Rating Agencies or their respective  accountants,  consultants or
counsel.  Tenant  shall be  responsible  for all costs and expenses of Landlord,
Lender and/or the Rating  Agencies  (including  reasonable  attorneys'  fees and
expenses) in connection with the transactions contemplated by this Section.

         (b)  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  Tenant may sublet the  Premises  (including,  but not  limited  to,
subleases  to  affiliates  of Tenant)  and in  connection  therewith  cause such
sublessee to perform Tenant's obligations hereunder; provided, however, (i) each
such sublease shall expressly be made subject to the provisions hereof, (ii) the
term of any subletting shall not extend beyond the Term of this Lease,  (iii) no
sublease  shall  affect or reduce any  obligation  of the Tenant or right of the
Landlord  hereunder,  and (iv) all  obligations  of the Tenant  hereunder  shall
continue in full force and effect as the


                                       34
<PAGE>

obligations  of a  principal  and not of a  guarantor  or  surety,  as though no
subletting  had been made.  Neither this Lease nor the term hereby demised shall
be  mortgaged  or pledged by Tenant,  nor shall  Tenant  mortgage  or pledge its
interest in any sublease of any portion of the  Premises or the rentals  payable
thereunder.  Any such mortgage or pledge,  any sublease made  otherwise  than as
expressly permitted by this Section 4.1, and any assignment of Tenant's interest
hereunder shall be void. Tenant shall, within 10 days after the execution of any
sublease, deliver a conformed copy thereof to Landlord.

         (c)  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing, Tenant may, notwithstanding the provisions of Section 4.1(a), assign
this Lease to any Person or entity  provided  that any such  assignment is not a
Change In  Control  Event and  provided,  further,  however,  that (i) each such
assignment shall expressly be made subject to the provisions  hereof,  (ii) such
assignment  shall be accomplished  pursuant to a written  assignment  reasonably
approved by Landlord,  (iii) the Guarantor,  if any, shall specifically  approve
such  assignment and shall confirm in writing its continuing  obligations  under
its  guaranty,  (iv) Tenant and each  Guarantor  shall  deliver such  estoppels,
certificates,  opinions  of counsel  including  a REMIC  Opinion  and an opinion
concerning the continuing  enforceability of this Lease and each guaranty of the
Guarantors and any other document assigned thereby, and other instruments as may
be  reasonably  required by Landlord or Lender or as are  required by any of the
Rating  Agencies,  and Lender shall have  received  evidence in writing from the
Rating  Agencies  that  such  assignment  shall  not  result  in  a  withdrawal,
qualification or downgrade of the respective  ratings for any securities  issued
in connection with any  securitization or other secondary market  transaction in
which the  indebtedness  secured by the Indenture is included,  (v) the assignee
shall  specifically  assume all obligations of Tenant under this Lease and under
any other agreement of Tenant related hereto or thereto,  (vi) the assignee must
be a solvent  entity,  and (vii) the assignee must either be an entity formed in
the United States or must specifically consent to jurisdiction in all applicable
states of the United  States,  and must  provide  an opinion in form  reasonably
acceptable to Landlord and to Lender and acceptable to the Rating  Agencies that
such consent to  jurisdiction  is enforceable and valid. A certified copy of the
executed  assignment  approved by Landlord shall be provided to Landlord  within
ten (10) days after the  execution  thereof.  In no event shall any  assignment,
transfer of sublease or license  relieve  Tenant of any  liability or obligation
under this Lease,  which shall be and remain that of a primary obligor and not a
guarantor  or  surety  provided,  however,  Tenant  shall  be  released  of  its
liabilities and obligations under this Lease in connection with an assignment in
the event the conditions set forth in this Section 4.1(c) have been satisfied to
Landlord's  and Lender's  reasonable  satisfaction,  and, as a condition of, any
such assignment,  Tenant shall have provided  evidence  satisfactory to Landlord
and Lender in all  respects  that the  assignee  (i) is  organized in the United
States,  (ii) has a net worth and credit  standing  equal to or greater than the
net worth and credit  standing of Tenant on the day prior to such  assignment or
transfer,  and (iii) has a credit rating,  as confirmed by the Rating  Agencies,
equal to or greater  than the  credit  rating of Tenant on the day prior to such
assignment.


                                       35
<PAGE>

         (d) Without  implying any authority of Tenant to assign this Lease,  if
this Lease is assigned pursuant to the provisions  hereof, or if the Premises or
any part  thereof  is sublet or  occupied  by any  person or entity  other  than
Tenant,  Landlord may, after an Event of Default has occurred and is continuing,
collect rent from the assignee,  subtenant or occupant, and apply the net amount
collected to the Basic Rent and  Additional  Rent herein  reserved,  but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of this
covenant, or the acceptance of the assignee, subtenant or occupant as Tenant, or
a release  of  Tenant  from the  further  performance  by  Tenant of the  terms,
covenants,  and  conditions  on the part of Tenant to be observed  or  performed
hereunder,  and, subsequent to any assignment or subletting,  Tenant's liability
hereunder  shall  continue   notwithstanding  any  subsequent   modification  or
amendment  hereof or the release of any  subsequent  tenant  hereunder  from any
liability, to all of which Tenant hereby consents in advance.


                                   ARTICLE 5.

     5.1 CONDITIONAL LIMITATIONS; DEFAULT PROVISIONS.

         (a) Any of the following occurrences or acts shall constitute an "EVENT
OF DEFAULT" under this Lease:

             (i) if Tenant  shall  (1) fail to pay any  Basic  Rent on or before
three  (3)  Business  Days  following  the due  date  thereof,  (2)  fail to pay
Additional  Rent  or  other  sum as and  when  required  to be  paid  by  Tenant
hereunder, or (3) fail to observe or perform any other provision hereof and such
failure shall  continue for thirty (30) days after  written  notice to Tenant of
such failure (provided, that in the case of any such failure which is capable of
being  cured  but  cannot  be cured by the  payment  of money  and  cannot  with
diligence be cured within such 30-day period,  if Tenant shall commence promptly
to cure the same and thereafter prosecute the curing thereof with diligence, the
time within which such failure may be cured shall be extended for such period as
is necessary to complete the curing thereof with  diligence,  but in no event to
exceed one hundred fifty (150) days from the date of such failure); or

             (ii) if any  representation  or warranty of Tenant or Guarantor set
forth herein or in any notice, certificate, demand, request or other document or
instrument delivered to Landlord in connection with this Lease shall prove to be
incorrect in any  material  respect as of the time when the same shall have been
made; or

             (iii) if Tenant or any guarantor of Tenant's obligations under this
Lease (any such guarantor is referred to herein as a  "GUARANTOR")  shall file a
petition  in  bankruptcy   or  for   reorganization   or  for  an   arrangement,
administration, liquidation or receivership pursuant to any federal or state law
(or any other law governing a Guarantor),  or shall be adjudicated a bankrupt or
become  insolvent  or shall make an  assignment  for the benefit of creditors or
shall 


                                       36
<PAGE>

admit in writing its  inability to pay its debts  generally as they become
due,  or if a  petition  or answer  proposing  the  adjudication  of Tenant or a
Guarantor as a bankrupt or its  reorganization  pursuant to any federal or state
bankruptcy, liquidation, voluntary administration, administration, receivership,
moratorium  or trust law or any  similar  federal or state law shall be filed in
any court and Tenant or such  Guarantor  shall  consent to or  acquiesce  in the
filing  thereof or such  petition or answer  shall not be  discharged  or denied
within ninety (90) days after the filing thereof; or

             (iv) if a receiver, trustee,  administrator or liquidator of Tenant
or any Guarantor or of all or substantially  all of the assets of Tenant or such
Guarantor or of the Premises or Tenant's  estate  therein  shall be appointed in
any  proceeding  brought  by Tenant  or a  Guarantor,  or if any such  receiver,
trustee or  liquidator  shall be appointed  in any  proceeding  brought  against
Tenant or a Guarantor and shall not be discharged  within ninety (90) days after
such  appointment,  or if Tenant or a Guarantor shall consent to or acquiesce in
such appointment; or

             (v) if the Premises shall have been left  unoccupied and unattended
for a period of thirty (30) days (other than for  renovation or  reconstruction;
or

             (vi) if Tenant or a Guarantor  shall  dissolve or otherwise fail to
maintain its legal existence; or

             (vii) if Tenant shall default under Sections 2.2(c), 4.1(a), 4.1(b)
or 10.3 of this Lease; or

             (viii) if any Guarantor  shall default under the  provisions of its
guaranty; or

             (ix) if Tenant shall fail to maintain any insurance  required to be
maintained by Tenant in accordance  with the terms and conditions of Section 3.7
hereof.

         (b) If an  Event of  Default  shall  have  occurred  and be  continuing
Landlord  shall be  entitled  to all  remedies  available  at law or in  equity.
Without  limiting the  foregoing,  Landlord  shall have the right to give Tenant
notice of Landlord's  termination of the term of this Lease.  Upon the giving of
such notice,  the term of this Lease and the estate hereby  granted shall expire
and terminate on such date as fully and  completely  and with the same effect as
if such date were the date herein fixed for the  expiration  of the term of this
Lease, and all rights of Tenant hereunder shall expire and terminate, but Tenant
shall remain liable as hereinafter provided.

         (c) If an Event of  Default  shall  have  happened  and be  continuing,
Landlord shall have the immediate  right,  whether or not the term of this Lease
shall have been terminated pursuant to Section 5.1(b), to re-enter and repossess
the  Premises  and the right to remove all persons  and  property  therefrom  by
summary proceedings,  ejectment,  any other legal action or in any lawful manner
Landlord  determines  to be  necessary  or  desirable,  so long as  Landlord  is


                                       37
<PAGE>

proceeding in accordance with  applicable law and, if required under  applicable
law, under authority of a court of proper jurisdiction.  Landlord shall be under
no liability by reason of any such re-entry,  repossession  or removal.  No such
re-entry,  repossession or removal shall be construed as an election by Landlord
to terminate  this Lease unless a notice of such  termination is given to Tenant
pursuant to Section 5.1(b).

         (d) At any time or from time to time after a re-entry,  repossession or
removal pursuant to Section 5.1(c),  whether or not the term of this Lease shall
have been  terminated  pursuant to Section  5.1(b),  Landlord  may (but shall be
under no  obligation  to) relet the  Premises  or any  portion  thereof  for the
account of  Tenant,  in the name of Tenant or  Landlord  or  otherwise,  without
notice to  Tenant,  for such term or terms and on such  conditions  and for such
uses as  Landlord,  in its  absolute  discretion,  may  determine.  Landlord may
collect any rents  payable by reason of such  reletting.  Landlord  shall not be
liable for any failure to relet the  Premises or any portion  thereof or for any
failure to collect any rent due upon any such reletting.

         (e) No  expiration  or  earlier  termination  of the term of this Lease
pursuant to Section 5.1(b),  by operation of law or otherwise,  and no re-entry,
repossession  or  removal  pursuant  to  Section  5.1(c)  or  otherwise,  and no
reletting of the Premises or any portion  thereof  pursuant to Section 5.1(d) or
otherwise,  shall relieve Tenant of its liabilities  and obligations  hereunder,
all of which shall survive such expiration, termination, re-entry, repossession,
removal or reletting.

         (f) In the event of the  expiration or earlier  termination of the term
of this Lease or re-entry or  repossession of the Premises or removal of persons
or property therefrom by reason of the occurrence of an Event of Default, Tenant
shall pay to Landlord all Basic Rent, Additional Rent and other sums required to
be paid by Tenant,  in each case together with interest thereon at the Rate from
the due date thereof to and including the date of such expiration,  termination,
re-entry,  repossession or removal; and thereafter,  Tenant shall, until the end
of what  would  have  been  the  term  of  this  Lease  in the  absence  of such
expiration,  termination,  re-entry,  repossession or removal and whether or not
the Premises or any portion thereof shall have been relet, be liable to Landlord
for, and shall pay to Landlord,  as liquidated and agreed current  damages:  (i)
all Basic Rent, Additional Rent and other sums which would be payable under this
Lease by Tenant in the absence of any such  expiration,  termination,  re-entry,
repossession  or removal,  less (ii) the net proceeds,  if any, of any reletting
effected for the account of Tenant pursuant to Section  5.1(d),  after deducting
from such  proceeds all expenses of Landlord in connection  with such  reletting
(including,  without limitation,  all repossession costs, brokerage commissions,
reasonable  attorneys'  fees  and  expenses  (including  fees  and  expenses  of
appellate  proceedings),  employees' expenses,  alteration costs and expenses of
preparation  for such  reletting).  Tenant shall pay such  liquidated and agreed
current  damages on the dates on which  Basic  Rent would be payable  under this
Lease in the absence of such expiration,  termination, re-entry, repossession or
removal,  and Landlord shall be entitled to recover the same from Tenant on each
such date.


                                       38
<PAGE>

         (g) At any time after any such expiration or earlier termination of the
term of this Lease or re-entry  or  repossession  of the  Premises or removal of
persons or property  thereon by reason of the occurrence of an Event of Default,
whether or not Landlord  shall have  previously  collected  any  liquidated  and
agreed current damages pursuant to Section 5.1(f), Landlord shall be entitled to
recover  from  Tenant,  and Tenant  shall pay to Landlord on demand,  as and for
liquidated  and agreed  final  damages for  Tenant's  default and in lieu of all
liquidated and agreed current damages beyond the date of such demand as outlined
in Section  5.1(f)  above (it being  agreed  that it would be  impracticable  or
extremely  difficult  to fix the  actual  damages),  an amount  equal to, at the
election of Landlord in its sole discretion,  (A) the excess, if any, of (a) the
aggregate  of all Basic  Rent,  Additional  Rent and other sums  which  would be
payable  under this Lease,  in each case from the date of such demand (or, if it
be  earlier,  the  date to  which  Tenant  shall  have  satisfied  in  full  its
obligations  under Section 5.1(f) to pay liquidated and agreed current  damages)
for what would be the then-unexpired term of the then-current term of this Lease
in the  absence  of such  expiration,  termination,  re-entry,  repossession  or
removal,  discounted  at a rate  equal  to  the  then  yield  on  U.S.  Treasury
obligations of comparable  maturity to the Term (the  "TREASURY  RATE") over (b)
the  then  fair  rental  value of the  Premises,  for  what  would be such  then
unexpired  term of this  Lease,  discounted  at the  Treasury  Rate for the same
period (such excess being  hereinafter  referred to as "LIQUIDATED  DAMAGES") or
(B) an amount equal to the  aggregate  Stipulated  Loss Value  applicable to the
Premises as specified on Schedule E annexed  hereto and made a part hereof as of
the  immediately  preceding  Payment Date plus an amount equal to the Make-Whole
Premium,  and any other sums then due and  payable as of the date of such demand
under this Lease. For the purposes of determining value pursuant to this Section
5.1(g)(A),  the following shall apply: (a)  determinations  of fair rental value
shall be made by an MAI  appraiser  (engaged by Landlord) who is a member of the
American  Institute  of  Appraisers,  with  copies  of such  determinations  and
supporting  analysis  to be provided to Tenant;  and (b) all  determinations  of
Liquidated  Damages shall be binding on Tenant in the absence of manifest error.
If any law shall limit the amount of  liquidated  final damages to less than the
amount  above  agreed  upon,  Landlord  shall be entitled to the maximum  amount
allowable under such law.

     5.2 BANKRUPTCY OR INSOLVENCY.

         (a) In the event  that  Tenant  shall  become a debtor in a case  filed
under  Chapter 7 of the  Bankruptcy  Code and  Tenant's  trustee or Tenant shall
elect to assume this Lease for the purpose of assigning  the same or  otherwise,
such  election and  assignment  may be made only if the  provisions  of Sections
5.2(b) and 5.2(d) are satisfied as if the election to assume were made in a case
filed under Chapter 11 of the  Bankruptcy  Code.  If Tenant or Tenant's  trustee
shall fail to elect to assume this Lease within 60 days after the filing of such
petition or such  additional  time as  provided by the court  within such 60-day
period, this Lease shall be deemed to have been rejected.  Immediately thereupon
Landlord  shall be  entitled  to  possession  of the  Premises  without  further
obligation  to Tenant or Tenant's  trustee  and this Lease upon the  election of
Landlord shall  terminate,  but Landlord's  right to be compensated  for damages
(including,  without  limitation,



                                       39
<PAGE>

liquidated  damages  pursuant to any  provision  hereof) or the  exercise of any
other remedies in any such proceeding  shall survive,  whether or not this Lease
shall be terminated.

         (b) (i) In the event that Tenant  shall become a debtor in a case filed
under Chapter 11 of the  Bankruptcy  Code, or in a case filed under Chapter 7 of
the  Bankruptcy  Code which is transferred  to Chapter 11,  Tenant's  trustee or
Tenant, as debtor-in-possession, must elect to assume this Lease within 120 days
from the date of the filing of the  petition  under  Chapter 11 or the  transfer
thereto or Tenant's trustee or the debtor-in-possession  shall be deemed to have
rejected  this  Lease.  In  the  event  that  Tenant,  Tenant's  trustee  or the
debtor-in-possession  has failed to perform  all of Tenant's  obligations  under
this Lease within the time periods  (excluding grace periods)  required for such
performance,  no  election by Tenant's  trustee or the  debtor-in-possession  to
assume this Lease,  whether under Chapter 7 or Chapter 11, shall be permitted or
effective unless each of the following conditions has been satisfied:

                  (1) Tenant's trustee or the debtor-in-possession has cured all
Events of Default under this Lease, or has provided  Landlord with Assurance (as
hereinafter  defined)  that it will cure all  Events of Default  susceptible  of
being  cured  by the  payment  of  money  within  10 days  from the date of such
assumption  and that it will cure all other  Events of Default  under this Lease
which are  susceptible  of being cured by the  performance  of any act  promptly
after the date of such assumption.

                  (2)   Tenant's   trustee  or  the   debtor-in-possession   has
compensated  Landlord,  or has provided  Landlord with  Assurance that within 10
days  from the date of such  assumption  it will  compensate  Landlord,  for any
actual  pecuniary loss incurred by Landlord  arising from the default of Tenant,
Tenant's trustee, or the  debtor-in-possession  as indicated in any statement of
actual   pecuniary   loss  sent  by  Landlord   to   Tenant's   trustee  or  the
debtor-in-possession.

                  (3) Tenant's trustee or the  debtor-in-possession has provided
Landlord with Assurance of the future  performance of each of the obligations of
Tenant, Tenant's trustee or the  debtor-in-possession  under this Lease, and, if
Tenant's  trustee  or the  debtor-in-possession  has  provided  such  Assurance,
Tenant's  trustee  or the  debtor-in-possession  shall  also  (i)  deposit  with
Landlord, as security for the timely payment of rent hereunder,  an amount equal
to one (1) advance  installment  (in addition to the  installment  then due as a
result  Basic Rent being  payable in advance  pursuant to subitem (ii) below) of
Basic Rent (at the rate then payable) which shall be applied to  installments of
Basic Rent in the  inverse  order in which such  installments  shall  become due
provided  all the terms and  provisions  of this Lease shall have been  complied
with,  (ii)  agree that from and after such date all Basic Rent shall be due and
payable in advance  (rather than in arrears) on each Payment Date, and (iii) pay
in advance to Landlord on the date each  installment  of Basic Rent is payable a
pro rata share of Tenant's annual obligations for Additional Rent and other sums
pursuant  to this  Lease,  such that  Landlord  shall hold funds  sufficient  to
satisfy all such  obligations as they become due. The  obligations  imposed upon
Tenant's trustee


                                       40
<PAGE>

or the  debtor-in-possession  by this  Section  shall  continue  with respect to
Tenant  or any  assignee  of this  Lease  after  the  completion  of  bankruptcy
proceedings.

                  (4) The  assumption  of this  Lease will not breach or cause a
default under any provision of any other lease, mortgage,  financing arrangement
or other agreement by which Landlord is bound.

             (ii)  For  purposes  of  this  Section  5.2,  Landlord  and  Tenant
acknowledge  that "ASSURANCE"  shall mean no less than:  Tenant's trustee or the
debtor-in-possession  has and  will  continue  to have  sufficient  unencumbered
assets after the payment of all secured obligations and administrative  expenses
to assure  Landlord  that  sufficient  funds will be  available  to fulfill  the
obligations of Tenant under this Lease,  and (x) there shall have been deposited
with Landlord,  or the Bankruptcy Court shall have entered an order segregating,
sufficient  cash  payable  to  Landlord,  and/or  (y)  Tenant's  trustee  or the
debtor-in-possession  shall have  granted a valid and  perfected  first lien and
security interest and/or mortgage in property of Tenant, Tenant's trustee or the
debtor-in-possession,  acceptable as to value and kind to Landlord, to secure to
Landlord the obligation of Tenant, Tenant's trustee or the  debtor-in-possession
to cure the Events of Default under this Lease,  monetary  and/or  non-monetary,
within the time periods set forth above.

         (c) In the event that this Lease is assumed in accordance  with Section
5.2(b) and  thereafter  Tenant is  liquidated or files or has filed against it a
subsequent  petition  under  Chapter 7 or  Chapter  11 of the  Bankruptcy  Code,
Landlord  may,  at its  option,  terminate  this  Lease and all rights of Tenant
hereunder by giving Tenant notice of its election to so terminate within 30 days
after the occurrence of any such event.

         (d) If Tenant's  trustee or the  debtor-in-possession  has assumed this
Lease pursuant to the terms and provisions of Sections  5.2(a) or 5.2(b) for the
purpose of  assigning  (or elects to assign)  this  Lease,  this Lease may be so
assigned only if the proposed  assignee (the  "ASSIGNEE") has provided  adequate
assurance of future  performance (as  hereinafter  defined) of all of the terms,
covenants and conditions of this Lease to be performed by Tenant. Landlord shall
be  entitled to receive all cash  proceeds  of such  assignment.  As used herein
"adequate  assurance of future performance" shall mean no less than that each of
the following conditions has been satisfied:

             (i) the Assignee has furnished  Landlord with either (1) (x) a copy
of a credit  rating of  Assignee  which  Landlord  reasonably  determines  to be
sufficient to assure the future performance by Assignee of Tenant's  obligations
under this Lease and (y) a current financial  statement of Assignee audited by a
certified  public  accountant  indicating  a net worth and  working  capital  in
amounts  which  Landlord  reasonably  determines  to be sufficient to assure the
future performance by Assignee of Tenant's obligations under this Lease, or (ii)
a guarantee or guarantees,  in form and substance satisfactory to Landlord, from
one or more persons with a 


                                       41
<PAGE>

credit  rating and net worth  equal to or  exceeding  the credit  rating and net
worth of Tenant as of the date hereof.

             (ii)  Landlord  has  obtained  all  consents or waivers from others
required under any lease, mortgage,  financing arrangement or other agreement by
which Landlord is bound to permit Landlord to consent to such assignment.

             (iii) The  proposed  assignment  will not  release  or  impair  any
guaranty of the obligations of Tenant (including the Assignee) under this Lease.

         (e) When,  pursuant to the  Bankruptcy  Code,  Tenant's  trustee or the
debtor-in-possession  shall be obligated  to pay  reasonable  use and  occupancy
charges for the use of the  Premises,  such  charges  shall not be less than the
Basic Rent, Additional Rent and other sums payable by Tenant under this Lease.

         (f)  Neither  the whole nor any  portion of  Tenant's  interest in this
Lease  or its  estate  in the  Premises  shall  pass to any  trustee,  receiver,
assignee  for the  benefit  of  creditors,  or any other  person or  entity,  by
operation of law or otherwise under the laws of any state having jurisdiction of
the person or property of Tenant unless  Landlord  shall have  consented to such
transfer.  No acceptance by Landlord of rent or any other payments from any such
trustee,  receiver,  assignee,  person  or  other  entity  shall  be  deemed  to
constitute  such  consent  by  Landlord  nor  shall it be  deemed  a  waiver  of
Landlord's  right to terminate this Lease for any transfer of Tenant's  interest
under this Lease without such consent.

         (g) In the event of an  assignment  of Tenant's  interests  pursuant to
this  Section 5.2, the right of Assignee to extend the term of this Lease for an
Extended Term beyond the then term of this Lease shall be extinguished.

     5.3 ADDITIONAL RIGHTS OF LANDLORD.

         (a) No right or remedy  hereunder shall be exclusive of any other right
or remedy,  but shall be cumulative and in addition to any other right or remedy
hereunder  or now or  hereafter  existing.  Failure  to insist  upon the  strict
performance of any provision hereof or to exercise any option,  right,  power or
remedy contained herein shall not constitute a waiver or relinquishment  thereof
for the future.  Receipt by Landlord of any Basic Rent, Additional Rent or other
sums payable  hereunder  with  knowledge of the breach of any  provision  hereof
shall not  constitute  waiver of such  breach,  and no waiver by Landlord of any
provision  hereof  shall be deemed to have been made unless made in writing duly
executed by Landlord. Landlord shall be entitled to injunctive relief in case of
the violation,  or attempted or threatened  violation,  of any of the provisions
hereof, or to a decree compelling  performance of any of the provisions  hereof,
or to any other remedy allowed to Landlord by law or equity.


                                       42
<PAGE>

         (b)  Tenant  hereby  waives  and  surrenders  for  itself and all those
claiming under it, including creditors of all kinds, (i) any right and privilege
which it or any of them may have to redeem  any  portion of the  Premises  or to
have a  continuance  of this  Lease  after  termination  of  Tenant's  right  of
occupancy by order or judgment of any court or by any legal  process or writ, or
under the terms of this  Lease,  or after  the  termination  of the term of this
Lease as  herein  provided,  and  (ii) the  benefits  of any law  which  exempts
property from liability for debt or for distress for rent.

         (c) If Tenant shall be in default in the  observance or  performance of
any term or covenant on Tenant's  part to be observed or performed  under any of
the  provisions  of this Lease,  then,  without  thereby  waiving such  default,
Landlord may, but shall be under no obligation  to, take all action,  including,
without limitation,  entry upon the Premises to perform the obligation of Tenant
hereunder immediately and without notice in the case of an emergency and upon 15
days' written notice to Tenant in other cases. All expenses incurred by Landlord
in connection therewith, including attorneys' fees and expenses (including those
incurred in connection with any appellate  proceedings),  together with interest
thereon at the Rate from the date any such  expenses  were  incurred by Landlord
until the date of payment by Tenant, shall constitute  Additional Rent and shall
be paid by Tenant to Landlord upon demand. Landlord shall deliver written notice
to Tenant of any work done on an emergency basis promptly after having completed
such work.

         (d) If Tenant  shall be in  default  in the  performance  of any of its
obligations  hereunder,  Tenant shall pay to Landlord or Lender, as appropriate,
on demand,  all  expenses  incurred by  Landlord or Lender as a result  thereof,
including  reasonable  attorneys' fees and expenses (including those incurred in
connection with any appellate proceedings).  If Landlord or Lender shall be made
a party to any  litigation  commenced  against  Tenant and Tenant  shall fail to
provide  Landlord  or Lender  with  counsel  reasonably  approved by Landlord or
Lender, as appropriate, and pay the expenses thereof, Tenant shall pay all costs
and reasonable  attorneys'  fees and expenses in connection with such litigation
(including  fees  and  expenses   incurred  in  connection  with  any  appellate
proceedings).


                                   ARTICLE 6.

     6.1 NOTICES AND OTHER  INSTRUMENTS.  All notices,  consents,  approvals and
requests required or permitted  hereunder shall be given in writing and shall be
effective  for all  purposes  if hand  delivered  or  sent by (i)  certified  or
registered United States mail,  postage prepaid,  return receipt  requested,  or
(ii) expedited prepaid delivery service,  either overnight delivery service of a
nationally recognized courier,  commercial or United States Postal Service, with
proof of attempted delivery, addressed as follows:


                                       43
<PAGE>

         If to Landlord:    Stratford CT Business Trust
                            1100 North Market Street
                            Rodney Square North
                            Wilmington, Delaware 19890
                            Attention:  Corporate Trust Administration

         With copy to:      U.S. Realty Advisors, LLC
                            1370 Avenue of the Americas, 29th Floor
                            New York, New York 10019
                            Attention: David M. Ledy

         With copy to:      Proskauer Rose LLP
                            1585 Broadway
                            New York, New York 10036
                            Attention: Kenneth S. Hilton, Esq.

         With copy to:      Nomura Asset Capital Corporation
                            Two World Financial Center
                            Building B
                            New York, New York 10281
                            Attention: Barry Funt, Esq.

         With a copy to:    Nomura Asset Capital Corporation
                            c/o Nomura Asset Capital Services LLC
                            600 East Los Colinas Boulevard
                            Suite 300
                            Irving, Texas  75039
                            Attention: Legal Department

         With copy to:      Day, Berry & Howard
                            City Place 1
                            Hartford, Connecticut 06103
                            Attention: Rodney J. Dillman, Esq.


                                       44
<PAGE>

         If to Tenant:      Dictaphone Corporation
                            3191 Broadbridge Avenue
                            Stratford, Connecticut 06497
                            Attention: Mr. Joseph D. Skrzypczak

         With copy to:      Dictaphone Corporation
                            3191 Broadbridge Avenue
                            Stratford, Connecticut 06497
                            Attention: Mr. Michael J. Prandi

         With copy to:      Kelley, Drye & Warren LLP
                            281 Tresser Boulevard
                            Two Stamford Plaza
                            Stamford, Connecticut 06901
                            Attention: Steven M. Torkelsen, Esq.

Such  address  may be  changed  by any  party in a  written  notice to the other
parties  hereto in the manner  provided for in this  Section.  A notice shall be
deemed  to  have  been  given:  in the  case of hand  delivery,  at the  time of
delivery;  in the case of registered or certified  mail,  when  delivered or the
first attempted  delivery on a Business Day; or in the case of expedited prepaid
delivery, upon the first attempted delivery on a Business Day. A party receiving
a notice which does not comply with the technical  requirements for notice under
this Section may elect to waive any  deficiencies and treat the notice as having
been properly given.

     6.2 ESTOPPEL CERTIFICATES, FINANCIAL INFORMATION.

         (a) Tenant  shall at any time and from time to time  during the term of
this  Lease,  upon not less than ten (10) days after  prior  written  request by
Landlord,  execute,  acknowledge  and deliver to Landlord or to any  prospective
purchaser,  assignee or  mortgagee  or third party  designated  by  Landlord,  a
certificate  stating:  (i) that this Lease is unmodified and in force and effect
(or if there have been modifications,  that this Lease is in force and effect as
modified, and identifying the modification  agreements);  (ii) the date to which
Basic Rent has been paid;  (iii)  whether  there is any existing  default by the
Tenant in the payment of Basic Rent, whether there is an existing default by the
Tenant in the payment of any Additional Rent beyond any applicable grace period,
and whether  there is any other  existing  default or Event of Default by either
party  hereto,  and,  if there is any such  default,  specifying  the nature and
extent thereof and the action taken to cure such default; (iv) whether there are
any actions or proceedings  pending against the Premises before any governmental
authority to condemn the Premises or any portion thereof or any interest therein
and whether,  to the knowledge of Tenant,  any such actions or proceedings  have
been threatened;  (v) whether there exists any material unrepaired damage to the
Premises from fire or other casualty;  (vi) whether, to the knowledge of Tenant,
there is any  existing  default by Landlord  under this  Lease;  and (vii) other
items that may be reasonably requested.  Any such


                                       45
<PAGE>

certificate  may be  relied  upon by any  actual  or  prospective  mortgagee  or
purchaser of the Premises.

         (b) Tenant  will  deliver to Landlord  and to any Lender  copies of all
financial  statements,  reports,  notices and proxy statements sent by Tenant to
its  stockholders  or to  the  Securities  and  Exchange  Commission;  provided,
however,  that if such  statements  and  reports do not  include  the  following
information, Tenant will deliver to Landlord the following:

             (i) Within 120 days after the end of each fiscal year of Tenant,  a
balance sheet of Tenant and its consolidated  subsidiaries as at the end of such
year and a  statement  of  profits  and  losses of Tenant  and its  consolidated
subsidiaries for such year setting forth in each case, in comparative  form, the
corresponding  figures for the preceding  fiscal year in  reasonable  detail and
scope and audited by  independent  certified  public  accountants  of recognized
national standing  selected by Tenant;  and within 60 days after the end of each
fiscal  quarter  of  Tenant a  balance  sheet  of  Tenant  and its  consolidated
subsidiaries  as at the end of such quarter and statements of profits and losses
of Tenant and its  consolidated  subsidiaries  for such quarter setting forth in
each case,  in  comparative  form,  the  corresponding  figures  for the similar
quarter of the preceding year, in reasonable  detail and scope, and certified by
the chief financial officer of Tenant,  the foregoing  financial  statements all
being prepared in accordance  with  generally  accepted  accounting  principles,
consistently applied; and

             (ii)  With  reasonable  promptness,   such  additional  information
(including  copies of public  reports  filed by Tenant)  regarding  the business
affairs  and  financial  condition  of Tenant as Landlord or any such Lender may
reasonably request.

         (c) Upon  request  of any  Lender  or of  Tenant,  and upon  concurrent
compliance  with the  provisions  of 6.2(d)  below,  Tenant  shall enter into an
agreement with such Lender pursuant to which Tenant and Lender shall agree:

             (i) that in the event that any such Lender,  or any  purchaser at a
foreclosure  sale,  shall acquire title to the Premises,  Tenant shall attorn to
such Lender or such purchaser,  as the case may be, as its new Landlord and this
Lease  shall  continue  as a direct  lease  between  Tenant  and such  Lender or
purchaser,  as the case may be, with respect to the Premises  upon the terms and
conditions  set forth herein except that such Lender or  purchaser,  as the case
may be,  shall not be liable to Tenant for any actions or  omissions of Landlord
prior to the date such Lender or purchaser,  as the case may be,  acquired title
to the Premises;

             (ii) Tenant shall not enter into any  agreement  with  Landlord for
the  termination of this Lease unless Tenant receives the written consent of the
Lender to such termination;


                                       46
<PAGE>

             (iii) no rejection by Landlord of any Rejectable  Offer pursuant to
this Lease shall be effective  unless Tenant receives the written consent of the
Lender to such rejection;

             (iv) no consent to the release of Tenant from liability  under this
Lease  upon  assignment  of this  Lease or  sublease  of the  Premises  shall be
effective unless Tenant shall receive the written consent of such Lender; and

             (v) no subordination, amendment or modification of this Lease shall
be effective  unless Tenant  receives the written  consent of the Lender thereto
and,  if  requested  by Lender,  written  evidence  in  writing  from the Rating
Agencies that any such action shall not result in a withdrawal, qualification or
downgrade of the current  ratings for any securities  issued in connection  with
any   securitization  or  other  secondary  market   transaction  in  which  the
indebtedness secured by the Indenture is included.

         (d) Upon receipt of a request from a Lender for the agreement described
in Section 6.2(c) above,  Tenant's  obligations under Section 6.2(c) above shall
be conditioned upon such Lender entering into a  non-disturbance  and attornment
agreement  which shall provide that unless an Event of Default then exists under
this  Lease,  Lender  shall not join  Tenant  as a  defendant  in any  action to
foreclose  upon the interest of Landlord in the Premises  and, upon the Lender's
foreclosure  of Landlord's  interest in the Premises by judicial  proceedings or
otherwise,  such Lender shall not be entitled to, nor shall it seek to terminate
this Lease or Tenant's interest in the Premises,  PROVIDED,  THAT, Tenant,  from
and after the date of such  succession,  attorns  to such  Lender,  pays to such
Lender all items of Basic Rent,  Additional  Rent and other items  accruing from
and after such date and otherwise remains in compliance with all other terms and
provisions of this Lease.  Tenant  hereby  acknowledges  that the  Assignment of
Master Lease Consent Agreement of even date herewith, among Tenant, Landlord and
Lender  constitutes such an agreement.  In the event that Tenant shall execute a
separate  document  for the  benefit  of a  Lender  relating  to  subordination,
attornment or non-disturbance, such document shall control to the extent that it
conflicts with the provisions of this Section 6.2(d).

         (e)  Provided  that a Lender  shall  execute  and  deliver to Tenant an
agreement to the effect that, if there shall be a foreclosure  of its Indenture,
such Lender will not make Tenant a party  defendant to such  foreclosure,  evict
Tenant,  disturb  Tenant's  possession under this Lease, or terminate or disturb
Tenant's leasehold estate or rights hereunder,  and will recognize Tenant as the
direct  tenant of such Lender on the same terms and  conditions as are contained
in this Lease,  subject to the  provisions  hereinafter  set forth,  provided no
Event of Default  shall have  occurred  and be  continuing  hereunder  (any such
agreement,  or any agreement of similar import,  from a Lender being hereinafter
referred  to as a  "Nondisturbance  Agreement"),  this  Lease and the  leasehold
estate of Tenant  hereunder  shall be subject and subordinate to such Indenture.
This clause shall be self-operative  and no further  instrument of subordination
shall be required from Tenant to make the interest of any Lender superior to the
interest  of  Tenant  hereunder.  Tenant,  however,  at  Tenant's  sole cost and
expense, shall execute and deliver promptly the Nondistur-


                                       47
<PAGE>

bance Agreement in form and substance reasonably satisfactory to such Lender and
Tenant in confirmation of such subordination.  Any Nondisturbance  Agreement may
be made on the condition that neither the Lender nor anyone claiming by, through
or under such Lender, including a purchaser at a foreclosure sale, shall be: (i)
liable for any act or omission of any prior lessor hereunder (including, without
limitation,  the then defaulting lessor), (ii) subject to any defense or offsets
which  Tenant may have against any prior  lessor,  (iii) bound by any payment of
Basic Rent which  Tenant may have made to any prior lessor  (including,  without
limitation, the then defaulting lessor) more than thirty (30) days in advance of
the date upon which  such  payment  was due,  (iv)  bound to any  obligation  of
Landlord to make any payment to Tenant  pursuant to this Lease,  or (v) bound by
any  amendment  or  modification  of this Lease  made after such party  became a
Lender which is made without its consent.  Tenant shall  promptly  (within seven
(7) days  after  notice) so  accept,  execute  and  deliver  any  Nondisturbance
Agreement  proposed  by any such  Lender  which  substantially  conforms  to the
provisions  of this  Section  6.2  (e) and is  otherwise  in  form  and  content
reasonably  satisfactory  to Tenant which  contains  such  provisions  typically
required by  institutional  lenders in  connection  with  mortgages  for similar
transactions. Any such Nondisturbance Agreement may also contain other terms and
conditions as may  otherwise be reasonably  required by such Lender which do not
increase Tenant's monetary  obligations under this Lease, or adversely affect or
diminish  the rights or  increase  the other  obligations  of Tenant  under this
Lease.

                                   ARTICLE 7.

     7.1 ENVIRONMENTAL COVENANT AND WARRANTY.

         (a) Tenant  represents and warrants to Landlord and Lender that, except
as  disclosed  or set  forth  in the  environmental  report  entitled  "Phase  I
Environmental Site Assessment of Dictaphone Headquarters Building",  prepared by
EMG, and dated May 12, 1998:

             (i) the Premises complies with all present,  and Tenant shall cause
the Premises to comply with all future,  federal,  state or local law,  statute,
regulation or ordinance,  and any judicial or  administrative  order or judgment
thereunder,  and judicial opinions or orders,  pertaining to health,  industrial
hygiene, Hazardous Substances or the environment, including, but not limited to,
each of the following, as enacted as of the date hereof or as hereafter amended:
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, 42 U.S.C. ss.ss. 9601 et seq.; the Resource  Conservation and Recovery Act
of 1976, 42 U.S.C.  ss.ss.  6901 et seq.;  the Toxic  Substance  Control Act, 15
U.S.C.  ss.ss.  2601 et seq.; the Water Pollution Control Act (also known as the
Clean Water Act), 33 U.S.C.  ss.ss.  1251 et seq.;  the Clean Air Act, 42 U.S.C.
ss.ss. 7401 et seq.; and the Hazardous  Materials  Transportation Act, 49 U.S.C.
ss.ss. 1801 et seq. (collectively, the "ENVIRONMENTAL LAWS");

             (ii)  no   notices,   complaints   or   orders  of   violation   or
non-compliance  with Environmental Laws have been received by Tenant and, to the
best of Tenant's  actual  knowledge,


                                       48
<PAGE>

no federal, state or local environmental  investigation or proceeding is pending
or  threatened  with  regard to the  Premises  or any use thereof or any alleged
violation of Environmental Laws with regard to the Premises;

             (iii) neither the Premises,  nor any portion thereof, has been used
by Tenant or, to the best of Tenant's knowledge, after due inquiry, by any prior
owner for the generation,  manufacture,  storage, handling, transfer, treatment,
recycling, transportation, processing, production, refinement or disposal (each,
a  "REGULATED  ACTIVITY")  of any  material,  waste  or  substance  which is (1)
included   within  the   definitions  of  "hazardous   substances,"   "hazardous
materials,"  "toxic  substances,"  or  "solid  waste"  in  or  pursuant  to  any
Environmental  Law, or subject to regulation  under any  Environmental  Law; (2)
listed in the United States  Department  of  Transportation  Optional  Hazardous
Materials Table, 49 C.F.R.  ss. 172.101,  as enacted as of the date hereof or as
hereafter amended, or in the United States Environmental  Protection Agency List
of  Hazardous  Substances  and  Reportable  Quantities,  40 C.F.R.  Part 302, as
enacted  as of the  date  hereof  or as  hereafter  amended;  or (3)  explosive,
radioactive,  friable  asbestos,  a  polychlorinated  biphenyl,  petroleum  or a
petroleum product or waste oil (herein "HAZARDOUS SUBSTANCE");

             (iv) to Tenant's knowledge, no underground storage tanks or surface
impoundments  have been  installed in the  Premises in  violation of  applicable
Environmental  Laws and there exists no  Hazardous  Substance  contamination  in
violation of applicable  Environmental  Laws to the Premises which originated on
or off the Premises; and

             (v) to Tenant's knowledge and except as otherwise  specifically set
forth in the Phase I  environmental  report  delivered to Landlord in connection
with  its  acquisition  of the  Premises,  the  Premises  is free  of  Hazardous
Substances  and  friable  asbestos,  the  removal  of which is  required  or the
maintenance of which is prohibited or penalized by any Environmental Law.

         (b) Tenant  covenants  that  during the Term of this Lease it (i) shall
comply, and cause the Premises to comply, with all Environmental Laws applicable
to the Premises,  (ii) shall not use and shall  prohibit the use of the Premises
for  Regulated  Activities  or for the  storage  or  handling  of any  Hazardous
Substance  (other than in connection  with the operation and  maintenance of the
Premises and in  commercially  reasonable  quantities as a consumer  thereof and
except as to such  household or commercial  products  customarily  maintained in
similar establishments,  subject to, in any event, compliance with Environmental
Laws), (iii) shall not install or permit the installation on the Premises of any
underground storage tanks or surface impoundments and shall not knowingly permit
there  to  exist  any  petroleum   contamination   in  violation  of  applicable
Environmental  Laws to the Premises  originating  on or off the Premises  (other
than in connection  with the use,  operation and maintenance of the Premises and
then  only in  compliance  with  applicable  Environmental  Laws  and all  other
applicable laws, rules, orders, ordinances,  regulations and requirements now or
hereafter  enacted or promulgated of every  government and  municipality  having
jurisdiction over the Premises and of any agency thereof) or 


                                       49
<PAGE>

asbestos-containing  materials  (it being  understood  that Tenant  shall not be
obligated to remove  existing  non-friable  asbestos unless  hereafter  required
pursuant  to any  Legal  Requirement  or unless  such  non-friable  asbestos  is
hereafter  disturbed by renovation,  casualty or other event, in which event the
non-friable asbestos shall be removed and provided,  further,  that any existing
non-friable  asbestos  shall be maintained in accordance  with prudent  industry
standards,  including an appropriate  operations and maintenance  program),  and
(iv) shall cause any  alterations  of the  Premises to be done in a way so as to
not  expose the  persons  working  on or  visiting  the  Premises  to  Hazardous
Substances  and in  connection  with  any  such  alterations  shall  remove  any
Hazardous  Substances present upon the Premises which are not in compliance with
Environmental  Laws or which present a danger to persons  working on or visiting
the Premises.

         (c)  If  any  investigation,  site  monitoring,  containment,  cleanup,
removal, restoration or other remedial work of any kind or nature (collectively,
the  "REMEDIAL  WORK")  is  required  on the  Premises  pursuant  to an order or
directive of any  Governmental  Authority (as hereinafter  defined) or under any
applicable   Environmental   Law,   or  in   Landlord's   opinion,   based  upon
recommendations of qualified  environmental  engineer  reasonably  acceptable to
Landlord,  after notice to Tenant,  is  reasonably  necessary to prevent  future
liability under any applicable  Environmental  Law,  because of or in connection
with the current or future presence,  suspected presence,  release, or suspected
release of a Hazardous  Substance  into the air,  soil,  ground  water,  surface
water,  or soil vapor on,  under or  emanating  from the Premises or any portion
thereof,  Tenant shall (at Tenant's sole cost and expense),  or shall cause such
responsible  third parties to,  promptly  commence and  diligently  prosecute to
completion  all such Remedial  Work. In all events,  such Remedial Work shall be
commenced  within  thirty (30) days (or such  shorter  period as may be required
under any applicable  Environmental  Law) after the earlier to occur of Tenant's
actual  knowledge that  remediation is required under  applicable  Environmental
Laws or any written demand reasonably made therefor by Landlord; however, Tenant
shall not be required to commence such Remedial Work within the  above-specified
time periods if (x) prevented from doing so by any Governmental  Authority,  (y)
commencing such Remedial Work within such time periods would result in Tenant or
such Remedial Work violating any  Environmental  Law or (z) Tenant is contesting
in good faith and by appropriate  proceedings the  applicability of the relevant
Environmental  Laws in  accordance  with  Section 2.6 of this  Lease;  provided,
however,  that such contest shall not permit or materially  increase the risk of
the spread,  release or suspected  release of any Hazardous  Substance  into the
air, soil,  ground water,  surface  water,  or soil vapor on, under or emanating
from the Premises or any portion  thereof  during the pendency of such  contest.
"GOVERNMENTAL  AUTHORITY"  shall  mean any  federal,  state,  regional  or local
government or political subdivision thereof and any Person exercising executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

         (d) All Remedial Work shall be performed by contractors,  and under the
supervision  of a  consulting  engineer,  each  approved  in advance by Landlord
(which  approval shall not be unreasonably  withheld or delayed).  All costs and
expenses   reasonably  incurred  in  connection  with  such  Remedial  Work  and
Landlord's  or Lender's  reasonable  monitoring  or review



                                       50
<PAGE>

of such Remedial Work which Lender or Landlord may, but are not obligated to, do
(including reasonable attorneys, fees and disbursements,  but excluding internal
overhead, administrative and similar costs of Lender and Landlord) shall be paid
by Tenant.  If Tenant  does not timely  commence  and  diligently  prosecute  to
completion  the Remedial  Work,  then,  Lender or Landlord may (but shall not be
obligated to) cause such  Remedial  Work to be performed.  Tenant agrees to bear
and shall pay or  reimburse  Lender and  Landlord on demand for all advances and
expenses (including reasonable attorneys' fees and disbursements,  but excluding
internal  overhead,  administrative  and  similar  costs of Lender or  Landlord)
reasonably  relating to or incurred  by Lender or  Landlord in  connection  with
monitoring, reviewing or performing any such Remedial Work.

         (e) Except with Lender's and Landlord's  prior written  consent,  which
consent shall not be unreasonably withheld or delayed, Tenant shall not commence
any Remedial  Work or enter into any  settlement  agreement,  consent  decree or
other  compromise  relating to any Hazardous  Substances or  Environmental  Laws
which might, in Landlord's reasonable judgment, impair the value of the Premises
to a material degree. Landlord's and Lender's prior written consent shall not be
required,   however,  if  the  presence  or  threatened  presence  of  Hazardous
Substances  on,  under or about the Premises  poses an  immediate  threat to the
health, safety or welfare of any person or is of such a nature that an immediate
remedial response is necessary,  or if Lender or Landlord, as applicable,  fails
to respond to any  notification by Tenant  hereunder within twenty (20) Business
Days from the date of such  notification.  In such event,  Tenant  shall  notify
Lender and Landlord as soon as practicable of any action taken.

         (f) Upon reasonable prior notice, Landlord and Lender and their agents,
representatives  and employees shall have the right at all reasonable  times and
during  normal  business  hours,  except to the extent such access is limited by
applicable  law,  to enter upon and  inspect  all or any  portion  of  Premises;
provided,  however, that such inspections shall not unreasonably  interfere with
the operation  thereof.  Landlord or Lender,  at their sole  expense,  except as
provided in subparagraph (g) hereof, (i) may retain an environmental  consultant
to conduct  and prepare  reports of such  inspections  and (ii) Tenant  shall be
given a reasonable  opportunity  to review any and all  reports,  data and other
documents or  materials  reviewed or prepared by the  consultant,  and to submit
comments and suggested  revisions or rebuttals to same.  The  inspection  rights
granted to Landlord and Lender in this Section  shall be in addition to, and not
in limitation of, any other  inspection  rights granted to Landlord or Lender in
this Lease,  and shall  expressly  include the right to conduct soil borings and
other customary  environmental tests,  assessments and audits in compliance with
applicable Legal Requirements;  provided,  however, that, except as set forth in
clause (g) below, Lender or Landlord, as applicable,  shall cause to be repaired
any damage caused by such borings, tests, assessments or audits.

         (g) Tenant agrees to bear and shall pay or reimburse Lender or Landlord
on  demand  for  all  expenses  (including   reasonable   attorneys,   fees  and
disbursements, but excluding internal overhead, administrative and similar costs
of Lender or Landlord)  reasonably relating to 


                                       51
<PAGE>

or incurred by Lender or Landlord in connection with the inspections,  tests and
reports described in this Section 7.1 in the following situations:

               (i) If Lender or Landlord, as applicable,  has reasonable grounds
         to  believe  at the time any such  inspection  is  ordered,  that there
         exists an  Environmental  Violation  or that a Hazardous  Substance  is
         present on, under or emanating from the Premises, or is migrating to or
         from  adjoining   property,   except  under  conditions   permitted  by
         applicable Environmental Laws and not prohibited by this Lease;

               (ii) If any such inspection reveals an Environmental Violation or
         that a Hazardous Substance is present on, under or emanating to or from
         the  Premises or is migrating  from  adjoining  property,  except under
         conditions   permitted  by  applicable   Environmental   Laws  and  not
         prohibited by this Lease; or

               (iii)  If an  Event  of  Default  exists  at the  time  any  such
         inspection is ordered.

         (h) To the extent  that  Tenant has actual  knowledge  thereof,  Tenant
shall promptly provide notice to Landlord and Lender of:

               (i) any  proceeding or  investigation  commenced or threatened by
         any  Governmental  Authority  with  respect  to  the  presence  of  any
         Hazardous Substance on, under or emanating from the Premises;

               (ii) any proceeding or  investigation  commenced or threatened by
         any Governmental Authority, against Tenant or Landlord, with respect to
         the presence,  suspected  presence,  release or  threatened  release of
         Hazardous   Substances   from  any  property  not  owned  by  Landlord,
         including,   but  not  limited  to,   proceedings   under  the  Federal
         Comprehensive  Environmental Response,  Compensation and Liability Act,
         42 U.S.C. ss. 9601 et seq.;

               (iii) all claims  made or any  lawsuit or other  legal  action or
         proceeding  brought by any Person against (A) Tenant or Landlord or the
         Premises or any portion  thereof,  or (B) any other party occupying the
         Premises or any portion thereof,  in any such case relating to any loss
         or injury allegedly  resulting from any Hazardous Substance or relating
         to any violation or alleged violation of Environmental Law;

               (iv) the discovery of any occurrence or condition on the Premises
         or on any real  property  adjoining or in the vicinity of the Premises,
         of which Tenant becomes aware,  which  reasonably  could be expected to
         lead to the Premises or any portion  thereof  being in violation of any
         Environmental   Law  or  subject  to  any   restriction  on  ownership,
         occupancy,   transferability   or  use  under  any   Environmental  Law
         (collectively,  an


                                       52
<PAGE>

         "ENVIRONMENTAL  VIOLATION") or which might subject  Landlord or Lender
         to an Environmental Claim. "ENVIRONMENTAL CLAIM" shall mean any claim,
         action,  investigation  or  written  notice  by  any  Person  alleging
         potential  liability   (including,   without   limitation,   potential
         liability  for  investigatory  costs,   cleanup  costs,   governmental
         response costs, natural resources damages,  property damages, personal
         injuries or penalties)  arising out of, based on or resulting from (A)
         the  presence,  or  release  into the  environment,  of any  Hazardous
         Substance  at the Premises or (B)  circumstances  forming the basis of
         any violation, or alleged violation, of any Environmental Law; and

               (v) the commencement and completion of any Remedial Work.

         (i) Tenant will promptly  transmit to Landlord and Lender copies of any
citations,  orders, notices or other communications  received by Tenant from any
Person with respect to the notices described in Section 7.1(h) hereof.

         (j)  Lender  and  Landlord  may,  but are not  required  to,  join  and
participate  in, as a party if they so  determine,  any legal or  administrative
proceeding or action  concerning  the Premises or any portion  thereof under any
Environmental  Law,  if, in  Landlord's  or Lender's  reasonable  judgment,  the
interests of Landlord or Lender, as applicable, will not be adequately protected
by Tenant. Tenant agrees to bear and shall pay or reimburse Lender and Landlord,
on demand for all reasonable expenses (including  reasonable attorneys' fees and
disbursements, but excluding internal overhead, administrative and similar costs
of Lender  and  Landlord)  relating  to or  incurred  by Lender or  Landlord  in
connection with any such action or proceeding.

         (k)  Tenant  shall,  on or before  sixty (60) days  following  the date
hereof,  deliver to Landlord and Lender an "operating and management" program in
form   satisfactory  to  Landlord  and  Lender  relating  to  the  treatment  or
maintenance of all asbestos containing materials located in the Premises.

     7.2 ENVIRONMENTAL INDEMNITY. Tenant agrees to indemnify, reimburse, defend,
and hold harmless the  Indemnified  Parties for,  from, and against all demands,
claims, actions or causes of action, assessments,  losses, damages, liabilities,
costs and expenses, including, without limitation, interest, penalties, punitive
and consequential  damages,  costs of any Remedial Work,  reasonable  attorneys'
fees,   disbursements   and  expenses,   and   reasonable   consultants'   fees,
disbursements and expenses (but excluding internal overhead,  administrative and
similar  costs of the  Indemnified  Parties),  asserted  against,  resulting to,
imposed on, or incurred by the Indemnified Parties,  directly or indirectly,  in
connection with any of the following:

         (a) the events,  circumstances,  or conditions which are alleged to, or
do,  (1)  relate  to the  presence,  or  release  into the  environment,  of any
Hazardous  Substance at the Premises related to circumstances  forming the basis
of any violation,  or alleged  violation,  of any 


                                       53
<PAGE>

Environmental Law by Tenant or with respect to the Premises, and in either case,
result in Environmental Claims, or (2) constitute Environmental Violations;

         (b) any pollution or threat to human health or the environment  that is
related in any way to Tenant's or any previous owner's or operator's management,
use,  control,  ownership  or  operation  of the  Premises,  including,  without
limitation,  all onsite and offsite activities  involving Hazardous  Substances,
and whether  occurring,  existing or arising prior to or from and after the date
hereof;

         (c) any Environmental Claim against any Person whose liability for such
Environmental   Claim  Owner  has  or  may  have  assumed  or  retained   either
contractually or by operation of law;

         (d)  any  Remedial  Work  required  to be  performed  pursuant  to  any
Environmental Law or the terms hereof; or

         (e)  the  breach  of  any  environmental  representation,  warranty  or
covenant set forth in this Lease,

including  in  each  case,  without  limitation,  with  respect  to  each of the
Indemnified Parties, as the case may be, to the extent such Environmental Claims
result from their respective negligence, except in each case, to the extent that
they result solely from their respective gross negligence or willful  misconduct
(subject to the provisions of Section 10.18(b)).

     7.3 NOTICE.  Promptly upon obtaining actual knowledge thereof, Tenant shall
give to the Landlord  notice of the  occurrence of any of the following  events:
(i) the  failure of the  Premises to comply  with any  Environmental  Law in any
manner  whatsoever  except  for the use or  disposal  of  incidental  amounts of
Hazardous  Substances  customarily  used in the  operation of similar  buildings
similarly  situated in a commercially  reasonably  manner and in compliance with
Legal  Requirements;  (ii) the  issuance to the Tenant or any tenant of space in
the  Premises or any  assignee or licensee of the Tenant of any notice,  request
for information,  complaint or order of violation or non-compliance or liability
of any nature  whatsoever  with regard to the  Premises or the use thereof  with
respect to  Environmental  Laws;  (iii) any  notice of a pending  or  threatened
investigation  as to whether the Tenant's (or its  "subtenants"  or "assignees")
operations on the Premises are in  compliance  with, or may lead to liability to
the Tenant under, any  Environmental  Law; or (iv) the occurrence of an event or
the existence of a situation which is reasonably likely to result in a violation
of an  Environmental  Law at the  Premises  or which is  likely to result in the
Tenant  being  liable to the  Landlord by virtue of the  indemnity  given by the
Tenant pursuant to Section 7.2.


                                       54
<PAGE>

     7.4 SURVIVAL.  The indemnity  obligations  of the Tenant and the rights and
remedies of the Landlord  under this Article 7 shall survive the  termination of
this Lease for an indefinite period of time.


                                   ARTICLE 8.

     8.1 HOLDOVER. If the Tenant shall continue to occupy the Premises after the
Expiration  Date or earlier  termination  of this Lease,  then  Tenant  shall be
deemed to be a holdover  tenant,  the  tenancy  of which  shall be from month to
month upon the same  provisions and  conditions set forth in this Lease,  except
that Basic Rent for the holdover  period shall be an amount equal to one hundred
twenty-five  percent (125%) of the Basic Rent in effect immediately prior to the
holdover  period.  This Article 8 does not amount to a waiver of the  Landlord's
right of  reentry  or any  other  right  granted  under  Article 5 and shall not
constitute a consent to any holdover by Tenant.

                                   ARTICLE 9.

                              INTENTIONALLY OMITTED

                                   ARTICLE 10.

     10.1 NO MERGER.  There shall be no merger of this Lease or of the leasehold
estate hereby  created with the fee estate in the Premises by reason of the fact
that the same person  acquires or holds,  directly or indirectly,  this Lease or
the leasehold  estate hereby created or any interest herein or in such leasehold
estate as well as the fee estate in the  Premises  or any  interest  in such fee
estate.

     10.2 SURRENDER.  Upon the expiration or earlier  termination of this Lease,
Tenant shall  surrender  the Premises to Landlord in the  condition in which the
Premises were originally  received from Landlord,  except as repaired,  rebuilt,
restored,  altered or added to as  permitted  or required  hereby and except for
ordinary  wear and tear.  Tenant  shall  remove from the Premises on or prior to
such expiration or termination all property  situated thereon which is not owned
by Landlord and shall repair any damage caused by such removal.  Property not so
removed  shall  become the  property of  Landlord,  and  Landlord may cause such
property to be removed  from the  Premises  and disposed of, but the cost of any
such removal and  disposition and of repairing any damage caused by such removal
shall be borne by Tenant. In the event that this Lease is terminated  (either as
a result of a default,  or the expiration  hereof, or otherwise)  Landlord shall
remove all of Tenant's Personal Property.  Tenant's Personal Property shall only
be deemed to be retained by Landlord if Landlord  specifically  elects to retain
the same by  written  notice to Tenant.  If Tenant  abandons  Tenant's  Personal
Property,  it shall become the property of Landlord as outlined above.  The fair
market value of the Tenant's Personal Property shall be determined by the mutual
agreement of Landlord and Tenant,  and if the parties cannot agree, by appraisal
by 


                                       55
<PAGE>

an unrelated third-party appraiser. The provisions of this Section shall survive
the termination or expiration of this Lease.

     10.3  MERGER,   CONSOLIDATION  OR  SALE  OF  ASSETS.  Without  waiving  the
provisions of Section 4.1(a), it shall be a condition precedent to the merger of
Tenant with  another  entity,  to the  consolidation  of Tenant with one or more
other entities, and to the sale or other disposition of all or substantially all
the assets of Tenant to one or more other  entities (a "MERGER AND SALE  EVENT")
that (i) the surviving entity or transferee of assets, as the case may be, shall
deliver to Landlord and Lender an  acknowledged  instrument in  recordable  form
assuming all obligations, covenants and responsibilities of Tenant hereunder and
under any instrument  executed by Tenant relating to the Premises or this Lease,
including,  without  limitation,  any consent to the  assignment  of  Landlord's
interest in this Lease to the Lender as security for indebtedness, (ii) no Event
of Default then exists under this Lease,  (iii) confirmation by the Guarantor of
its guaranty, if any, (iv) confirmation from the Rating Agencies involved in any
secondary  market  transaction   relating  to  the  Indenture,   that  any  such
transaction (and the Credit  Enhancement  Facility relating to such transaction,
if any) will not result in a  qualification,  withdrawal  or downgrade of either
the credit  rating of Tenant or of the then current  ratings for any  securities
issued in  connection  with a secondary  market  transaction  by any such Rating
Agencies,  (v) the  surviving  entity  of any  merger  or  consolidation  or the
transferee  of such assets  allowed above must be organized in the United States
and must have a net worth and credit  standing  equal to or greater than the net
worth and  credit  standing  of Tenant on the day prior to such  Merger and Sale
Event  unless  Tenant  shall  have  provided  a  Credit   Enhancement   Facility
satisfactory  to Landlord  and Lender in their sole  discretion  with respect to
such Merger and Sale Event,  (vi) Tenant shall have  delivered  such  estoppels,
certificates  and/or opinions of counsel as may be required by Landlord,  Lender
or such Rating Agencies in connection with such  transaction,  including but not
limited to a REMIC Opinion, (vii) the surviving entity shall specifically assume
all  obligations  of Tenant  under this Lease and under any other  agreement  of
Tenant related hereto or thereto,  (viii) the surviving entity must be a solvent
entity,  and (ix) the  surviving  entity must either be an entity  formed in the
United States or must  specifically  consent to  jurisdiction  in all applicable
states of the United  States,  and must  provide  an opinion in form  reasonably
acceptable to Landlord and to Lender and acceptable to the Rating  Agencies that
such  consent  to  jurisdiction  is  enforceable  and valid and (x)  Lender  and
Landlord shall be given,  as a prerequisite to such merger or  consolidation  or
disposition,  a written certification from the chief financial officer of Tenant
that the  provisions  of this Section  have been  satisfied  (collectively,  the
"MERGER AND SALE  CONDITIONS").  Tenant  covenants  that it will not engage in a
Merger and Sale Event unless the Merger and Sale Conditions have been satisfied.
Except as required by law or court order or in connection  with any  enforcement
by Landlord of its rights and remedies  under this Lease,  for a period which is
the earlier of (x) twelve months following  receipt thereof by Landlord,  or (y)
until such information shall be disclosed to the public (other than by reason of
a disclosure thereof by Landlord in violation of this Lease), Landlord shall not
disclose  the  content of any  information  provided  by Tenant to  Landlord  in
connection with any Merger and Sale Event to any party other than (i) Landlord's
beneficiaries  (or the beneficial  owners of any  beneficiaries  of Landlord) or
their respective  accountants,  consultants


                                       56
<PAGE>

or  counsel,  and (ii)  Lender  and the  Rating  Agencies  or  their  respective
accountants,  consultants or counsel.  Tenant shall be responsible for all costs
and  expenses  of  Landlord,   Lender  and/or  the  Rating  Agencies  (including
reasonable  attorneys'  fees and expenses) in connection  with the  transactions
contemplated by this Section.

     10.4 SEPARABILITY;  BINDING EFFECT. Each provision hereof shall be separate
and  independent and the breach of any provision by Landlord shall not discharge
or relieve Tenant from any of its obligations  hereunder.  Each provision hereof
shall be valid and shall be  enforceable to the extent not prohibited by law. If
any provision  hereof or the  application  thereof to any person or circumstance
shall to any  extent be  invalid  or  unenforceable,  the  remaining  provisions
hereof,  or the application of such provision to persons or circumstances  other
than  those as to which it is invalid or  unenforceable,  shall not be  affected
thereby.  All provisions contained in this Lease shall be binding upon, inure to
the benefit of, and be enforceable by, the successors and assigns of Landlord to
the same  extent as if each such  successor  and  assign  were  named as a party
hereto.  All  provisions  contained  in this  Lease  shall be  binding  upon the
successors  and  assigns  of Tenant  and shall  inure to the  benefit  of and be
enforceable  by the permitted  successors  and assigns of Tenant in each case to
the same  extent as if each such  successor  and  assign  were  named as a party
hereto.

     10.5 TABLE OF CONTENTS AND HEADINGS. The table of contents and the headings
of the various  Sections  and  Schedules  of this Lease have been  inserted  for
reference  only and shall not to any  extent  have the effect of  modifying  the
express terms and provisions of this Lease.

     10.6  COUNTERPARTS.  This Lease may be executed in two or more counterparts
and shall be deemed to have become  effective  when and only when one or more of
such counterparts  shall have been signed by or on behalf of each of the parties
hereto (although it shall not be necessary that any single counterpart be signed
by or on behalf of each of the parties hereto,  and all such counterparts  shall
be deemed to constitute  but one and the same  instrument),  and shall have been
delivered by each of the parties to each other.

     10.7  RECORDING OF LEASE.  Tenant and Landlord will  execute,  acknowledge,
deliver and cause to be  recorded  or filed in the manner and place  required by
any present or future law a memorandum of this Lease and all other  instruments,
including,  without limitation,  financing statements,  continuation statements,
releases  and  instruments  of  similar  character,  which  shall be  reasonably
requested  by the  Landlord.  Tenant  shall be  responsible  for all  costs  and
expenses in connection with the recording of this Lease or a memorandum hereof.

     10.8 RATING OF THE  TRANSACTION.  Tenant will  cooperate in good faith with
Lender in effecting any secondary market transaction  (including  satisfying the
market standards to which Lender  customarily  adheres) and to cooperate in good
faith to implement all requirements  imposed by the Rating Agencies  involved in
any such secondary market transaction including, without limitation,


                                       57
<PAGE>

         (a) to  provide,  or use its best  efforts to cause to be  provided  by
Guarantor,  as applicable,  such financial and other information with respect to
the  Premises,  Tenant  and  Guarantor  and to  perform or permit or cause to be
performed  or  permitted  such site  inspections,  appraisals,  market  studies,
environmental  reviews and reports (Phase I's and, if appropriate,  Phase II's),
engineering reports and other due diligence investigation of the Premises as may
be  reasonably  requested  by the  Lender or the  Rating  Agencies  or as may be
necessary or appropriate in connection  with any secondary  market  transaction,
together,  if  customary,  with  appropriate  verification  of such  information
through letters of auditors or opinions of counsel  acceptable to Lender and the
Rating Agencies;

         (b) at Tenant's  expense to cause counsel to render opinions  customary
in  secondary  market  transactions  with  respect to the  Premises,  Tenant and
Guarantor which counsel and opinions shall be reasonably  satisfactory to Lender
and shall be acceptable to the Rating Agencies;

         (c) to make,  or use its best efforts to cause to be made by Guarantor,
as applicable,  such  representations and warranties,  as of the closing date of
any such secondary market transaction,  with respect to the Premises, Tenant and
Guarantor and the Operative Documents to which Tenant or Guarantor is a party as
are customarily  provided in securitization  transactions in which the Lender or
one if its  affiliates  is the  issuer  and as may be  requested  by the  Rating
Agencies  and  consistent  with the facts  covered by such  representations  and
warranties as they exist on the date thereof,  including the representations and
warranties  made in or pursuant to the  Operative  Documents  to which Tenant or
Guarantor is a party; and

         (d) to execute  modifications  and cause Guarantor,  as applicable,  to
execute modifications to any Operative Documents to which Tenant or Guarantor is
a party  acceptable  to the Rating  Agencies,  provided,  however,  that neither
Tenant nor Guarantor shall be required to modify any such Operative Documents in
any way which would materially change the economics, or significantly change the
terms, of such Operative Documents.

     10.9 NO BROKERS.  The  parties  acknowledge  that no real estate  broker or
other  party,  other than CB  Commercial  (the  "Broker"),  is  entitled  to any
commission as a result of the purchase and leasing of the Premises. Tenant shall
be  responsible  for the payment of a  commission  to the Broker.  Tenant  shall
indemnify  Landlord  against the claims of brokers  claiming  through Tenant and
from any loss,  liability,  cost and  expense  (including,  without  limitation,
reasonable  attorneys'  fees) arising from a breach by Tenant under this Section
10.9.

     10.10  GOVERNING  LAW.  The terms and  provisions  of this  Lease  shall be
governed  by the laws of the State of New York,  except the rights and  remedies
with respect to the Premises shall be governed by the laws of the state in which
the Premises is located.  To the fullest extent  permitted by law, Tenant hereby
unconditionally  and irrevocably  waives any claim to assert that the law of any
jurisdiction  other than New York or the law of the State in which the  Premises
is located, as applicable, governs this Lease.


                                       58
<PAGE>

     10.11  WAIVER OF JURY TRIAL AND  PREJUDGMENT  WAIVER.  LANDLORD  AND TENANT
HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVE TRIAL BY JURY IN ANY LEGAL ACTION
OR  PROCEEDING  RELATING  TO THIS  LEASE.  TO INDUCE  LANDLORD TO ENTER INTO THE
COMMERCIAL  TRANSACTION  EVIDENCED  BY  THIS  LEASE,  TENANT  AGREES  THAT  SAID
TRANSACTION  IS A COMMERCIAL  AND NOT A CONSUMER  TRANSACTION  AND TO THE EXTENT
CONNECTICUT  LAW IS APPLICABLE  WAIVES ANY RIGHT TO NOTICE OF AND HEARING ON THE
RIGHT OF LANDLORD  UNDER  CHAPTER 903a OF THE  CONNECTICUT  GENERAL  STATUTES OR
OTHER  STATUTE  OR  STATUTES  AFFECTING   PREJUDGMENT  REMEDIES  AND  AUTHORIZES
LANDLORD'S ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER
PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THE WAIVER.

     10.12  CONVEYANCE  BY LANDLORD.  The word  "Landlord" as used in this Lease
means only the owner for the time being of the Premises,  so that, if there is a
transfer of an owner's interest,  the transferor shall be and hereby is entirely
freed and relieved of all covenants and  obligations of the Landlord  hereunder,
except any obligations which accrued prior to the date of transfer, and it shall
be deemed and  construed,  without  further  agreement  between  the  parties or
between the parties and the transferee of the Premises,  that the transferee has
assumed and has agreed to carry out any and all of the Landlord's  covenants and
obligation hereunder from and after the date of transfer.

     10.13 RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shall be
construed in any manner to create any relationship  between the Landlord and the
Tenant other than the relationship of landlord and tenant.  Without  limitation,
the Landlord and the Tenant shall not be considered partners or co-venturers for
any purpose on account of this Lease.

     10.14 REPRESENTATION  BY   COUNSEL.   The  Tenant  and  the  Landlord  each
acknowledge   that  it  was  represented  by  counsel  in  connection  with  the
negotiation  and  execution  to the effect that  ambiguities  are to be resolved
against the drafting party shall not be employed in the  interpretation  of this
Lease.

     10.15 ACCESS TO PREMISES.  The Tenant will permit the Landlord,  any Lender
or prospective Lender or purchaser, and their duly authorized representatives to
enter upon the Premises and to inspect the same at any and all reasonable times,
upon five (5) Business days advance written notice,  and at any time in the case
of an  emergency  without the giving of notice,  and for any purpose  reasonably
related to the rights of the Landlord and any Lender under this Lease.  Landlord
and Lender shall,  in exercising  such rights of access,  cause no  unreasonable
interference  with Tenant's  business or Tenant's guests,  employees,  invitees,
shareholders,  agents,  contractors and the like. Notwithstanding the foregoing,
Landlord  agrees that it will not exercise the foregoing right of access for the
Premises  more than once in any calendar  year except (a) during such time as an
Event of Default has occurred and is continuing,  or (b) in the event of a


                                       59
<PAGE>

sale, financing,  refinancing or securitization of any Indenture relating to the
Premises, or (c) if Landlord has reasonable grounds to believe that the Premises
is in violation of Legal Requirements (including Environmental Laws) or that the
Premises is not being  maintained in accordance  with the  requirements  of this
Lease, or (d) as otherwise expressly provided in this Lease.

     10.16 SHOWING.  During the one year period  preceding the date on which the
Term shall be scheduled to terminate or fully expire,  Landlord,  if accompanied
by a  representative  of Tenant and subject to the rights of any  subtenant  not
affiliated  with  Tenant,  may show  the  Premises  to  prospective  tenants  or
purchasers at such reasonable times during normal business hours as Landlord may
select upon reasonable  prior notice to Tenant,  provided that Landlord does not
materially interfere with Tenant's normal business operations.

     10.17 TRUE  LEASE.  This Lease is  intended  as, and shall  constitute,  an
agreement  of lease,  and nothing  herein shall be construed as conveying to the
Tenant any right,  title or interest in or to the Premises nor to any  remainder
or  reversionary  estates in the Premises  held by any Person,  except,  in each
instance, as a Tenant. Under no circumstances shall this Lease be regarded as an
assignment  of all of  Landlord's  interests  in  and to the  Premises;  instead
Landlord  and Tenant  shall have the  relationship  between them of landlord and
tenant, pursuant to the provisions of this Lease.

     10.18 LANDLORD'S CONSENT AND STANDARDS.

         (a)  Whenever  Landlord  is allowed or  required to give its consent or
approval  of any matter  under this Lease or to deliver  any  estoppel  or other
instrument,  Tenant's sole remedy for Landlord's failure to give such consent or
approval or deliver such instrument in accordance with the applicable  provision
of this Lease shall be to compel  such  approval  or  delivery.  In no event and
under no circumstance  shall Tenant be entitled to any monetary damages for such
failure or to terminate or otherwise modify this Lease. However, if Tenant shall
bring such an action to compel  consent,  approval or delivery,  the  prevailing
party in such  action  shall be  entitled to  reimbursement  for its  reasonable
attorneys' fees; provided,  however, that with respect to any attorneys' fees to
be  reimbursed  by Landlord,  such fees and  Tenant's  right to recover the same
shall be junior and  subordinate to the Indenture,  and in no event shall Tenant
be entitled to offset any amounts due under this Lease to recover such fees.  In
addition,  whenever  Landlord is required to give its consent or approval of any
matter under this Lease and Landlord is required  under the terms and conditions
of the  Indenture  to obtain the  consent or approval as to such matter from the
Lender,  then  Landlord  shall not be deemed to have  unreasonably  withheld its
consent or approval in the event that  Landlord  has not obtained the consent or
approval of the Lender as to such matter and in each instance Landlord's consent
or approval shall be subject to Landlord's  obtaining the consent or approval of
such matter from the Lender to the extent required under the Indenture.


                                       60
<PAGE>

         (b) Under no  circumstance  shall  Landlord  be  deemed  to have  acted
negligently,  grossly negligently or willfully merely by Landlord's ownership of
the  Premises,  and in no event shall any  occurrence  relating to the Premises,
whether  negligent,  grossly  negligent  or  willful,  be imputed to Landlord by
reason of Landlord's  interest in the  Premises,  it being  understood  that all
obligations with respect to the Premises are the  responsibility of Tenant under
this  Lease.  In  order  to  have  acted  negligently,  grossly  negligently  or
willfully, Landlord must have committed an affirmative act.

     10.19 QUIET  ENJOYMENT.  Landlord  covenants  that, so long as Tenant shall
faithfully  perform the agreements,  terms, and covenants and conditions hereof,
Tenant shall and may peaceably and quietly have, hold and enjoy the Premises for
the term hereby granted without molestation or disturbance by or from Landlord.

     10.20 FORCE MAJEURE. The term "FORCE MAJEURE", as used in this Lease, shall
mean delays caused by acts of God,  strikes and other similar  events beyond the
control of Tenant.  However,  the duration of any delay excused by Force Majeure
shall be limited to the actual amount of time caused by the event giving rise to
the Force Majeure. In addition,  no performance by Tenant under this Lease shall
be excused by Force Majeure unless the  requirement for performance set forth in
this Lease specifically states that it is subject to Force Majeure.

     10.21 CONCERNING  WILMINGTON TRUST COMPANY. It is expressly  understood and
agreed by the parties  hereto that (a) this Lease is executed  and  delivered by
Wilmington  Trust Company,  not individually or personally but solely as trustee
of Landlord, in the exercise of the powers and authority conferred and vested in
them under the Trust  Agreement of Landlord  dated as of May 4, 1998 (b) each of
the  representations,  undertakings  and  agreements  herein made on the part of
Landlord is made and intended not as personal representations,  undertakings and
agreements of Wilmington  Trust Company but is made and intended for the purpose
of binding only Landlord,  and (c) under no circumstance  shall Wilmington Trust
Company be  personally  liable  for the  payment  of any  indebtedness  or other
obligations  of  Landlord  or be  liable  for  the  breach  or  failure  of  any
obligation, representation,  warranty or covenant made or undertaken by Landlord
under this Agreement.




                                  [END OF TEXT]



                                       61
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Lease to be
executed as of the date first above written.

                                    LANDLORD:

                                    STRATFORD CT BUSINESS TRUST
                                    a Delaware business trust

                                    By:   WILMINGTON TRUST COMPANY, not in
                                          its individual capacity, but solely as
                                          trustee under Trust Agreement dated as
                                          of May 4, 1998
Witness:


/s/ Debra Eberly                       By: /s/ Donald G. Mackelcan              
-------------------                        -------------------------------------
Name:  Debra Eberly                        Title:  Donald G. Mackelcan
       /s/ Eric A. Mazie                           Assistant Vice President     
       Eric A. Mazie




                                    TENANT:

                                    DICTAPHONE CORPORATION
                                    a Delaware corporation
Witness:


/s/ Seong-Mi Oh                     By:  /s/ Joseph D. Skrzypczak
-------------------                      ---------------------------------------
Name: Seong-Mi Oh                            Title:  Joseph D. Skrzypczak
      /s/ Kelly G. Miley                             ITS Senior Vice President &
      Kelly G. Miley                                Chief Financial Officer




<PAGE>



                                   SCHEDULE A

                               Legal Descriptions

                                 [See Attached]

<PAGE>


Policy No:              S985180


         ALL THAT CERTAIN  tract or parcel of land  situate,  lying and being in
         the Town of Stratford,  County of Fairfield,  and State of Connecticut,
         more particularly described as follows:

           Beginning a point on the  southwesterly  line of Broadbridge  Avenue,
           which point is located at the  northeast  corner of land  formerly of
           Remington Arms Company,  Inc. and 324.66 feet  northwesterly from the
           intersection  of said  street  line of  Broadbridge  Avenue  with the
           westerly  street  line  of  Broadmere  Road;  thence  proceeding  the
           following courses and distances:

           S 19"(degree)" 52' 50" W 63.84 feet
           S 19"(degree)" 31' 50" W 341.15 feet
           S 19"(degree)" 11' 20" W 447.03 feet
           S 19"(degree)" 25' 30" W 486.81 feet
           S 82"(degree)" 41' 50" E 10.00 feet
           S 82"(degree)" 51' 10" E 163.56 feet
           S 05"(degree)" 47' 35" W 82.76 feet
           S 00"(degree)" 38' 40" E 105.87 feet
           S 00"(degree)" 34' 50" E 18.77 feet
           S 00"(degree)" 22' 30" W 64.06 feet
           S 08"(degree)" 03' 40" E 81.43 feet
           S 13"(degree)" 20' 30" E 43.29 feet
           S 10"(degree)" 40' 20" E 161.02 feet
           S 05"(degree)" 28' 10" E 288.27 feet
           S 04"(degree)" 51' 10" E 174.61 feet
           S 00"(degree)" 53' 20" E 36.06 feet
           S 82"(degree)" 57' 20" W 61.98 feet
           S 77"(degree)" 59' 40" W 420.15 feet
           N 07"(degree)" 52' 45" E 643.57 feet
           N 17"(degree)" 03' 40" E 65.41 feet
           N 07"(degree)" 55' 30" E 43.33 feet
           N 16"(degree)" 13' 20" W 31.34 feet
           N 13"(degree)" 48' 40" E 142.76 feet
           N 74"(degree)" 57' 55" W 28.32 feet
           N 13"(degree)" 56' 36" E 133.34 feet
           N 18"(degree)" 12' 28" E 133.89 feet
           N 18"(degree)" 41' 22" E 486.79 feet
           N 19"(degree)" 02' 29" E 447.09 feet and
           N 19"(degree)" 29' 44" E 422.49 feet to the southwesterly street line
           of Broadbridge  Avenue;  thence along said street line S 45"(degree)"
           55' 00" E, 41.83 feet, to the point or place of  beginning,  which is
           also the  northwesterly  corner of land now or formerly of L. J. & C.
           Cristini.

                                                                  Continued....


<PAGE>


                                                            EXHIBIT A (cont'd.)
Policy No.: S985180

Containing  within  said bounds  9.6789  acres,  be the same more or less,  said
premises  being all that  certain  tract or parcel of land shown on the  drawing
entitled  "Plan of Survey of Property  in  Stratford,  Connecticut"  prepared by
Fuller & Co., Inc., dated November 30, 1984 and filed in the office of the Clerk
of the Town of Stratford as Maps #2574 & 2575.

TOGETHER WITH the rights and privileges conveyed to Dictaphone  Corporation in a
deed from Remington Arms Company, Inc. dated June 26, 1986 and recorded June 27,
1986 in Book 636 at Page 964 of the Stratford Land Records.


                                       2
<PAGE>


                                   SCHEDULE B

                              Permitted Exceptions


         All exceptions to title set forth on the owner's title insurance policy
issued by Commonwealth  Land Title  Insurance  Company to Landlord in connection
with Landlord's acquisition of the Premises covered by this Lease.


<PAGE>


                                    SCHEDULE C

                                    Lease Term

      TERM                        COMMENCEMENT DATE             EXPIRATION DATE

Primary Term                        May 14, 1998                May 31, 2018

First Extended Term                 June 1, 2018                May 31, 2023

Second Extended Term                June 1, 2023                May 31, 2028

Third Extended Term                 June 1, 2028                May 31, 2033

Fourth Extended Term                June 1, 2033                May 31, 2038


<PAGE>


                                   SCHEDULE D

                                   Basic Rent

                                 [See Attached]

<PAGE>


                                  PRIMARY TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
6                   1                       1998                     $120,991.67
7                   1                       1998                      120,991.67
8                   1                       1998                      120,991.67
9                   1                       1998                      120,991.67
10                  1                       1998                      120,991.67
11                  1                       1998                      120,991.67
12                  1                       1998                      120,991.67
1                   1                       1999                      120,991.67
2                   1                       1999                      120,991.67
3                   1                       1999                      120,991.67
4                   1                       1999                      120,991.67
5                   1                       1999                      120,991.67
6                   1                       1999                      120,991.67
7                   1                       1999                      120,991.67
8                   1                       1999                      120,991.67
9                   1                       1999                      120,991.67
10                  1                       1999                      120,991.67
11                  1                       1999                      120,991.67
12                  1                       1999                      120,991.67
1                   1                       2000                      120,991.67
2                   1                       2000                      120,991.67
3                   1                       2000                      120,991.67
4                   1                       2000                      120,991.67
5                   1                       2000                      120,991.67
6                   1                       2000                      120,991.67
7                   1                       2000                      120,991.67
8                   1                       2000                      120,991.67
9                   1                       2000                      120,991.67
10                  1                       2000                      120,991.67
11                  1                       2000                      120,991.67
12                  1                       2000                      120,991.67
1                   1                       2001                      120,991.67
2                   1                       2001                      120,991.67
3                   1                       2001                      120,991.67
4                   1                       2001                      120,991.67
5                   1                       2001                      120,991.67
6                   1                       2001                      120,991.67
7                   1                       2001                      120,991.67
8                   1                       2001                      120,991.67
9                   1                       2001                      120,991.67
10                  1                       2001                      120,991.67
11                  1                       2001                      120,991.67
12                  1                       2001                      120,991.67
1                   1                       2002                      120,991.67
2                   1                       2002                      120,991.67
3                   1                       2002                      120,991.67

<PAGE>

                                  PRIMARY TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
4                   1                       2002                      120,991.67
5                   1                       2002                      120,991.67
6                   1                       2002                      120,991.67
7                   1                       2002                      120,991.67
8                   1                       2002                      120,991.67
9                   1                       2002                      120,991.67
10                  1                       2002                      120,991.67
11                  1                       2002                      120,991.67
12                  1                       2002                      120,991.67
1                   1                       2003                      120,991.67
2                   1                       2003                      120,991.67
3                   1                       2003                      120,991.67
4                   1                       2003                      120,991.67
5                   1                       2003                      120,991.67
6                   1                       2003                      127,646.21
7                   1                       2003                      127,646.21
8                   1                       2003                      127,646.21
9                   1                       2003                      127,646.21
10                  1                       2003                      127,646.21
11                  1                       2003                      127,646.21
12                  1                       2003                      127,646.21
1                   1                       2004                      127,646.21
2                   1                       2004                      127,646.21
3                   1                       2004                      127,646.21
4                   1                       2004                      127,646.21
5                   1                       2004                      127,646.21
6                   1                       2004                      127,646.21
7                   1                       2004                      127,646.21
8                   1                       2004                      127,646.21
9                   1                       2004                      127,646.21
10                  1                       2004                      127,646.21
11                  1                       2004                      127,646.21
12                  1                       2004                      127,646.21
1                   1                       2005                      127,646.21
2                   1                       2005                      127,646.21
3                   1                       2005                      127,646.21
4                   1                       2005                      127,646.21
5                   1                       2005                      127,646.21
6                   1                       2005                      127,646.21
7                   1                       2005                      127,646.21
8                   1                       2005                      127,646.21
9                   1                       2005                      127,646.21
10                  1                       2005                      127,646.21
11                  1                       2005                      127,646.21
12                  1                       2005                      127,646.21
1                   1                       2006                      127,646.21

<PAGE>
                                  PRIMARY TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
2                   1                       2006                      127,646.21
3                   1                       2006                      127,646.21
4                   1                       2006                      127,646.21
5                   1                       2006                      127,646.21
6                   1                       2006                      127,646.21
7                   1                       2006                      127,646.21
8                   1                       2006                      127,646.21
9                   1                       2006                      127,646.21
10                  1                       2006                      127,646.21
11                  1                       2006                      127,646.21
12                  1                       2006                      127,646.21
1                   1                       2007                      127,646.21
2                   1                       2007                      127,646.21
3                   1                       2007                      127,646.21
4                   1                       2007                      127,646.21
5                   1                       2007                      127,646.21
6                   1                       2007                      127,646.21
7                   1                       2007                      127,646.21
8                   1                       2007                      127,646.21
9                   1                       2007                      127,646.21
10                  1                       2007                      127,646.21
11                  1                       2007                      127,646.21
12                  1                       2007                      127,646.21
1                   1                       2008                      127,646.21
2                   1                       2008                      127,646.21
3                   1                       2008                      127,646.21
4                   1                       2008                      127,646.21
5                   1                       2008                      127,646.21
6                   1                       2008                      134,666.75
7                   1                       2008                      134,556.75
8                   1                       2008                      134,666.75
9                   1                       2008                      134,666.75
10                  1                       2008                      134,666.75
11                  1                       2008                      134,666.75
12                  1                       2008                      134,666.75
1                   1                       2009                      134,666.75
2                   1                       2009                      134,666.75
3                   1                       2009                      134,666.75
4                   1                       2009                      134,666.75
5                   1                       2009                      134,666.75
6                   1                       2009                      134,666.75
7                   1                       2009                      134,666.75
8                   1                       2009                      134,666.75
9                   1                       2009                      134,666.75
10                  1                       2009                      134,666.75
11                  1                       2009                      134,666.75
<PAGE>
                                  PRIMARY TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
12                  1                       2009                      134,666.75
1                   1                       2010                      134,666.75
2                   1                       2010                      134,666.75
3                   1                       2010                      134,666.75
4                   1                       2010                      134,666.75
5                   1                       2010                      134,666.75
6                   1                       2010                      134,666.75
7                   1                       2010                      134,666.75
8                   1                       2010                      134,666.75
9                   1                       2010                      134,666.75
10                  1                       2010                      134,666.75
11                  1                       2010                      134,666.75
12                  1                       2010                      134,666.75
1                   1                       2011                      134,666.75
2                   1                       2011                      134,666.75
3                   1                       2011                      134,666.75
4                   1                       2011                      134,666.75
5                   1                       2011                      134,666.75
6                   1                       2011                      134,666.75
7                   1                       2011                      134,666.75
8                   1                       2011                      134,666.75
9                   1                       2011                      134,666.75
10                  1                       2011                      134,666.75
11                  1                       2011                      134,666.75
12                  1                       2011                      134,666.75
1                   1                       2012                      134,666.75
2                   1                       2012                      134,666.75
3                   1                       2012                      134,666.75
4                   1                       2012                      134,666.75
5                   1                       2012                      134,666.75
6                   1                       2012                      134,666.75
7                   1                       2012                      134,666.75
8                   1                       2012                      134,666.75
9                   1                       2012                      134,666.75
10                  1                       2012                      134,666.75
11                  1                       2012                      134,666.75
12                  1                       2012                      134,666.75
1                   1                       2013                      134,666.75
2                   1                       2013                      134,666.75
3                   1                       2013                      134,666.75
4                   1                       2013                      134,666.75
5                   1                       2013                      134,666.75
6                   1                       2013                      142,073.42
7                   1                       2013                      142,073.42
8                   1                       2013                      142,073.42
9                   1                       2013                      142,073.42


<PAGE>
                                  PRIMARY TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
10                  1                       2013                      142,073.42
11                  1                       2013                      142,073.42
12                  1                       2013                      142,073.42
1                   1                       2014                      142,073.42
2                   1                       2014                      142,073.42
3                   1                       2014                      142,073.42
4                   1                       2014                      142,073.42
5                   1                       2014                      142,073.42
6                   1                       2014                      142,073.42
7                   1                       2014                      142,073.42
8                   1                       2014                      142,073.42
9                   1                       2014                      142,073.42
10                  1                       2014                      142,073.42
11                  1                       2014                      142,073.42
12                  1                       2014                      142,073.42
1                   1                       2015                      142,073.42
2                   1                       2015                      142,073.42
3                   1                       2015                      142,073.42
4                   1                       2015                      142,073.42
5                   1                       2015                      142,073.42
6                   1                       2015                      142,073.42
7                   1                       2015                      142,073.42
8                   1                       2015                      142,073.42
9                   1                       2015                      142,073.42
10                  1                       2015                      142,073.42
11                  1                       2015                      142,073.42
12                  1                       2015                      142,073.42
1                   1                       2016                      142,073.42
2                   1                       2016                      142,073.42
3                   1                       2016                      142,073.42
4                   1                       2016                      142,073.42
5                   1                       2016                      142,073.42
6                   1                       2016                      142,073.42
7                   1                       2016                      142,073.42
8                   1                       2016                      142,073.42
9                   1                       2016                      142,073.42
10                  1                       2016                      142,073.42
11                  1                       2016                      142,073.42
12                  1                       2016                      142,073.42
1                   1                       2017                      142,073.42
2                   1                       2017                      142,073.42
3                   1                       2017                      142,073.42
4                   1                       2017                      142,073.42
5                   1                       2017                      142,073.42
6                   1                       2017                      142,073.42
7                   1                       2017                      142,073.42
<PAGE>
                                  PRIMARY TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
8                   1                       2017                      142,073.42
9                   1                       2017                      142,073.42
10                  1                       2017                      142,073.42
11                  1                       2017                      142,073.42
12                  1                       2017                      142,073.42
1                   1                       2018                      142,073.42
2                   1                       2018                      142,073.42
3                   1                       2018                      142,073.42
4                   1                       2018                      142,073.42
5                   1                       2018                      142,073.42


<PAGE>


                               FIRST RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
6                   1                       2018                     $149,887.46
7                   1                       2018                      149,887.46
8                   1                       2018                      149,887.46
9                   1                       2018                      149,887.46
10                  1                       2018                      149,887.46
11                  1                       2018                      149,887.46
12                  1                       2018                      149,887.46
1                   1                       2019                      149,887.46
2                   1                       2019                      149,887.46
3                   1                       2019                      149,887.46
4                   1                       2019                      149,887.46
5                   1                       2019                      149,887.46
6                   1                       2019                      149,887.46
7                   1                       2019                      149,887.46
8                   1                       2019                      149,887.46
9                   1                       2019                      149,887.46
10                  1                       2019                      149,887.46
11                  1                       2019                      149,887.46
12                  1                       2019                      149,887.46
1                   1                       2020                      149,887.46
2                   1                       2020                      149,887.46
3                   1                       2020                      149,887.46
4                   1                       2020                      149,887.46
5                   1                       2020                      149,887.46
6                   1                       2020                      149,887.46
7                   1                       2020                      149,887.46
8                   1                       2020                      149,887.46
9                   1                       2020                      149,887.46
10                  1                       2020                      149,887.46
11                  1                       2020                      149,887.46
12                  1                       2020                      149,887.46
1                   1                       2021                      149,887.46
2                   1                       2021                      149,887.46
3                   1                       2021                      149,887.46
4                   1                       2021                      149,887.46
5                   1                       2021                      149,887.46
6                   1                       2021                      149,887.46
7                   1                       2021                      149,887.46
8                   1                       2021                      149,887.46
9                   1                       2021                      149,887.46
10                  1                       2021                      149,887.46
11                  1                       2021                      149,887.46
12                  1                       2021                      149,887.46
1                   1                       2022                      149,887.46
2                   1                       2022                      149,887.46
3                   1                       2022                      149,887.46
<PAGE>
                               FIRST RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
4                   1                       2022                      149,887.46
5                   1                       2022                      149,887.46
6                   1                       2022                      149,887.46
7                   1                       2022                      149,887.46
8                   1                       2022                      149,887.46
9                   1                       2022                      149,887.46
10                  1                       2022                      149,887.46
11                  1                       2022                      149,887.46
12                  1                       2022                      149,887.46
1                   1                       2023                      149,887.46
2                   1                       2023                      149,887.46
3                   1                       2023                      149,887.46
4                   1                       2023                      149,887.46
5                   1                       2023                      149,887.46


<PAGE>


                               SECOND RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
6                   1                       2023                     $158,131.27
7                   1                       2023                      158,131.27
8                   1                       2023                      158,131.27
9                   1                       2023                      158,131.27
10                  1                       2023                      158,131.27
11                  1                       2023                      158,131.27
12                  1                       2023                      158,131.27
1                   1                       2024                      158,131.27
2                   1                       2024                      158,131.27
3                   1                       2024                      158,131.27
4                   1                       2024                      158,131.27
5                   1                       2024                      158,131.27
6                   1                       2024                      158,131.27
7                   1                       2024                      158,131.27
8                   1                       2024                      158,131.27
9                   1                       2024                      158,131.27
10                  1                       2024                      158,131.27
11                  1                       2024                      158,131.27
12                  1                       2024                      158,131.27
1                   1                       2025                      158,131.27
2                   1                       2025                      158,131.27
3                   1                       2025                      158,131.27
4                   1                       2025                      158,131.27
5                   1                       2025                      158,131.27
6                   1                       2025                      158,131.27
7                   1                       2025                      158,131.27
8                   1                       2025                      158,131.27
9                   1                       2025                      158,131.27
10                  1                       2025                      158,131.27
11                  1                       2025                      158,131.27
12                  1                       2025                      158,131.27
1                   1                       2026                      158,131.27
2                   1                       2026                      158,131.27
3                   1                       2026                      158,131.27
4                   1                       2026                      158,131.27
5                   1                       2026                      158,131.27
6                   1                       2026                      158,131.27
7                   1                       2026                      158,131.27
8                   1                       2026                      158,131.27
9                   1                       2026                      158,131.27
10                  1                       2026                      158,131.27
11                  1                       2026                      158,131.27
12                  1                       2026                      158,131.27
1                   1                       2027                      158,131.27
2                   1                       2027                      158,131.27
3                   1                       2027                      158,131.27

<PAGE>
                               SECOND RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
4                   1                       2027                      158,131.27
5                   1                       2027                      158,131.27
6                   1                       2027                      158,131.27
7                   1                       2027                      158,131.27
8                   1                       2027                      158,131.27
9                   1                       2027                      158,131.27
10                  1                       2027                      158,131.27
11                  1                       2027                      158,131.27
12                  1                       2027                      158,131.27
1                   1                       2028                      158,131.27
2                   1                       2028                      158,131.27
3                   1                       2028                      158,131.27
4                   1                       2028                      158,131.27
5                   1                       2028                      158,131.27


<PAGE>


                               THIRD RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
6                   1                       2028                     $166,828.49
7                   1                       2028                      166,828.49
8                   1                       2028                      166,828.49
9                   1                       2028                      166,828.49
10                  1                       2028                      166,828.49
11                  1                       2028                      166,828.49
12                  1                       2028                      166,828.49
1                   1                       2029                      166,828.49
2                   1                       2029                      166,828.49
3                   1                       2029                      166,828.49
4                   1                       2029                      166,828.49
5                   1                       2029                      166,828.49
6                   1                       2029                      166,828.49
7                   1                       2029                      166,828.49
8                   1                       2029                      166,828.49
9                   1                       2029                      166,828.49
10                  1                       2029                      166,828.49
11                  1                       2029                      166,828.49
12                  1                       2029                      166,828.49
1                   1                       2030                      166,828.49
2                   1                       2030                      166,828.49
3                   1                       2030                      166,828.49
4                   1                       2030                      166,828.49
5                   1                       2030                      166,828.49
6                   1                       2030                      166,828.49
7                   1                       2030                      166,828.49
8                   1                       2030                      166,828.49
9                   1                       2030                      166,828.49
10                  1                       2030                      166,828.49
11                  1                       2030                      166,828.49
12                  1                       2030                      166,828.49
1                   1                       2031                      166,828.49
2                   1                       2031                      166,828.49
3                   1                       2031                      166,828.49
4                   1                       2031                      166,828.49
5                   1                       2031                      166,828.49
6                   1                       2031                      166,828.49
7                   1                       2031                      166,828.49
8                   1                       2031                      166,828.49
9                   1                       2031                      166,828.49
10                  1                       2031                      166,828.49
11                  1                       2031                      166,828.49
12                  1                       2031                      166,828.49
1                   1                       2032                      166,828.49
2                   1                       2032                      166,828.49
3                   1                       2032                      166,828.49

<PAGE>
                               THIRD RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
4                   1                       2032                      166,828.49
5                   1                       2032                      166,828.49
6                   1                       2032                      166,828.49
7                   1                       2032                      166,828.49
8                   1                       2032                      166,828.49
9                   1                       2032                      166,828.49
10                  1                       2032                      166,828.49
11                  1                       2032                      166,828.49
12                  1                       2032                      166,828.49
1                   1                       2033                      166,828.49
2                   1                       2033                      166,828.49
3                   1                       2033                      166,828.49
4                   1                       2033                      166,828.49
5                   1                       2033                      166,828.49


<PAGE>


                               FOURTH RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
6                   1                       2033                     $176,004.06
7                   1                       2033                      176,004.06
8                   1                       2033                      176,004.06
9                   1                       2033                      176,004.06
10                  1                       2033                      176,004.06
11                  1                       2033                      176,004.06
12                  1                       2033                      176,004.06
1                   1                       2034                      176,004.06
2                   1                       2034                      176,004.06
3                   1                       2034                      176,004.06
4                   1                       2034                      176,004.06
5                   1                       2034                      176,004.06
6                   1                       2034                      176,004.06
7                   1                       2034                      176,004.06
8                   1                       2034                      176,004.06
9                   1                       2034                      176,004.06
10                  1                       2034                      176,004.06
11                  1                       2034                      176,004.06
12                  1                       2034                      176,004.06
1                   1                       2035                      176,004.06
2                   1                       2035                      176,004.06
3                   1                       2035                      176,004.06
4                   1                       2035                      176,004.06
5                   1                       2035                      176,004.06
6                   1                       2035                      176,004.06
7                   1                       2035                      176,004.06
8                   1                       2035                      176,004.06
9                   1                       2035                      176,004.06
10                  1                       2035                      176,004.06
11                  1                       2035                      176,004.06
12                  1                       2035                      176,004.06
1                   1                       2036                      176,004.06
2                   1                       2036                      176,004.06
3                   1                       2036                      176,004.06
4                   1                       2036                      176,004.06
5                   1                       2036                      176,004.06
6                   1                       2036                      176,004.06
7                   1                       2036                      176,004.06
8                   1                       2036                      176,004.06
9                   1                       2036                      176,004.06
10                  1                       2036                      176,004.06
11                  1                       2036                      176,004.06
12                  1                       2036                      176,004.06
1                   1                       2037                      176,004.06
2                   1                       2037                      176,004.06
3                   1                       2037                      176,004.06

<PAGE>
                               FOURTH RENEWAL TERM
                              RENT PAYMENT SCHEDULE

MONTH               DAY                     YEAR                    RENT PAYMENT
--------------------------------------------------------------------------------
4                   1                       2037                      176,004.06
5                   1                       2037                      176,004.06
6                   1                       2037                      176,004.06
7                   1                       2037                      176,004.06
8                   1                       2037                      176,004.06
9                   1                       2037                      176,004.06
10                  1                       2037                      176,004.06
11                  1                       2037                      176,004.06
12                  1                       2037                      176,004.06
1                   1                       2038                      176,004.06
2                   1                       2038                      176,004.06
3                   1                       2038                      176,004.06
4                   1                       2038                      176,004.06
5                   1                       2038                      176,004.06


<PAGE>


                                   SCHEDULE E

                              Stipulated Loss Value


     The Stipulated  Loss Value for the Premises as of a particulate  date shall
be determined by  multiplying  the percentage set forth below for the particular
date by the initial  purchase price of the Premises,  as set forth on SCHEDULE F
attached hereto and made a part hereof.

                                 [See Attached]


<PAGE>


                               TERMINATION VALUES

                                                       T.V. as a % of
MONTH                       YEAR                       PURCHASE PRICE
--------------------------------------------------------------- -----
5                          1998                          119.9286%
6                          1998                          119.9786%
7                          1998                          120.8029%
8                          1998                          120.7644%
9                          1998                          120.7256%
10                         1998                          120.6863%
11                         1998                          120.6467%
12                         1998                          120.6067%
1                          1999                          120.5663%
2                          1999                          120.5256%
3                          1999                          120.4844%
4                          1999                          120.4428%
5                          1999                          120.4009%
6                          1999                          120.3585%
7                          1999                          120.3157%
8                          1999                          120.2726%
9                          1999                          120.2290%
10                         1999                          120.1849%
11                         1999                          120.1405%
12                         1999                          120.0956%
1                          2000                          120.0504%
2                          2000                          120.0046%
3                          2000                          119.9585%
4                          2000                          119.9119%
5                          2000                          119.8649%
6                          2000                          119.8174%
7                          2000                          119.7695%
8                          2000                          119.7211%
9                          2000                          119.6722%
10                         2000                          119.6229%
11                         2000                          119.5732%
12                         2000                          119.5230%
1                          2001                          119.4723%
2                          2001                          119.4211%
3                          2001                          119.3694%
4                          2001                          119.3173%
5                          2001                          119.2646%
6                          2001                          119.2115%
7                          2001                          119.1579%
8                          2001                          119.1038%
9                          2001                          119.0491%
10                         2001                          118.9940%
11                         2001                          118.9384%
12                         2001                          118.8822%
1                          2002                          118.8255%
2                          2002                          118.7683%

<PAGE>
                               TERMINATION VALUES

                                                       T.V. as a % of
MONTH                       YEAR                       PURCHASE PRICE
--------------------------------------------------------------- -----
3                          2002                          118.7106%
4                          2002                          118.6523%
5                          2002                          118.5935%
6                          2002                          118.5341%
7                          2002                          118.4742%
8                          2002                          118.4138%
9                          2002                          118.3527%
10                         2002                          118.2912%
11                         2002                          118.2290%
12                         2002                          118.1663%
1                          2003                          118.1030%
2                          2003                          118.0392%
3                          2003                          117.9747%
4                          2003                          117.9097%
5                          2003                          117.8440%
6                          2003                          117.7778%
7                          2003                          117.6631%
8                          2003                          117.5475%
9                          2003                          117.4308%
10                         2003                          117.3133%
11                         2003                          117.1947%
12                         2003                          117.0752%
1                          2004                          116.9547%
2                          2004                          116.8333%
3                          2004                          116.7108%
4                          2004                          116.5873%
5                          2004                          116.4628%
6                          2004                          116.3373%
7                          2004                          116.2107%
8                          2004                          116.0831%
9                          2004                          115.9545%
10                         2004                          115.8248%
11                         2004                          115.6940%
12                         2004                          115.5622%
1                          2005                          115.4293%
2                          2005                          115.2953%
3                          2005                          115.1602%
4                          2005                          115.0240%
5                          2005                          114.8867%
6                          2005                          114.7483%
7                          2005                          114.6087%
8                          2005                          114.4680%
9                          2005                          114.3262%
10                         2005                          114.1832%
11                         2005                          114.0390%
12                         2005                          113.8937%

<PAGE>
                               TERMINATION VALUES

                                                       T.V. as a % of
MONTH                       YEAR                       PURCHASE PRICE
--------------------------------------------------------------- -----
1                          2006                          113.7471%
2                          2006                          113.5994%
3                          2006                          113.4505%
4                          2006                          113.3004%
5                          2006                          113.1490%
6                          2006                          112.9965%
7                          2006                          112.8426%
8                          2006                          112.6876%
9                          2006                          112.5312%
10                         2006                          112.3737%
11                         2006                          112.2148%
12                         2006                          112.0546%
1                          2007                          111.8932%
2                          2007                          111.7304%
3                          2007                          111.5663%
4                          2007                          111.4009%
5                          2007                          111.2342%
6                          2007                          111.0661%
7                          2007                          110.8966%
8                          2007                          110.7258%
9                          2007                          110.5536%
10                         2007                          110.3800%
11                         2007                          110.2050%
12                         2007                          110.0286%
1                          2008                          109.8508%
2                          2008                          109.6715%
3                          2008                          109.4908%
4                          2008                          109.3087%
5                          2008                          109.1250%
6                          2008                          108.9399%
7                          2008                          108.7028%
8                          2008                          108.4639%
9                          2008                          108.2231%
10                         2008                          107.9804%
11                         2008                          107.7358%
12                         2008                          107.4892%
1                          2009                          107.2408%
2                          2009                          106.9904%
3                          2009                          106.7381%
4                          2009                          106.4838%
5                          2009                          106.2275%
6                          2009                          105.9692%
7                          2009                          105.7088%
8                          2009                          105.4465%
9                          2009                          105.1821%
10                         2009                          104.9156%

<PAGE>
                               TERMINATION VALUES

                                                       T.V. as a % of
MONTH                       YEAR                       PURCHASE PRICE
--------------------------------------------------------------- -----
11                         2009                          104.6471%
12                         2009                          104.3765%
1                          2010                          104.1038%
2                          2010                          103.8289%
3                          2010                          103.5519%
4                          2010                          103.2727%
5                          2010                          102.9914%
6                          2010                          102.7079%
7                          2010                          102.4222%
8                          2010                          102.1342%
9                          2010                          101.8440%
10                         2010                          101.5516%
11                         2010                          101.2569%
12                         2010                          100.9599%
1                          2011                          100.6606%
2                          2011                          100.3589%
3                          2011                          100.0549%
4                          2011                           99.7486%
5                          2011                           99.4399%
6                          2011                           99.1288%
7                          2011                           98.8153%
8                          2011                           98.4993%
9                          2011                           98.1809%
10                         2011                           97.8600%
11                         2011                           97.5367%
12                         2011                           97.2108%
1                          2012                           96.8824%
2                          2012                           96.5515%
3                          2012                           96.2180%
4                          2012                           95.8819%
5                          2012                           95.5433%
6                          2012                           95.2020%
7                          2012                           94.8580%
8                          2012                           94.5115%
9                          2012                           94.1622%
10                         2012                           93.8102%
11                         2012                           93.4555%
12                         2012                           93.0981%
1                          2013                           92.7379%
2                          2013                           92.3750%
3                          2013                           92.0092%
4                          2013                           91.6406%
5                          2013                           91.2692%
6                          2013                           90.8949%
7                          2013                           90.4644%
8                          2013                           90.0307%

<PAGE>
                               TERMINATION VALUES

                                                       T.V. as a % of
MONTH                       YEAR                       PURCHASE PRICE
--------------------------------------------------------------- -----
9                          2013                           89.5936%
10                         2013                           89.1532%
11                         2013                           88.7095%
12                         2013                           88.2624%
1                          2014                           87.8118%
2                          2014                           87.3579%
3                          2014                           86.9005%
4                          2014                           86.4396%
5                          2014                           85.9752%
6                          2014                           85.5072%
7                          2014                           85.0357%
8                          2014                           84.5606%
9                          2014                           84.0819%
10                         2014                           83.5996%
11                         2014                           83.1136%
12                         2014                           82.6238%
1                          2015                           82.1304%
2                          2015                           81.6332%
3                          2015                           81.1323%
4                          2015                           80.6275%
5                          2015                           80.1189%
6                          2015                           79.6064%
7                          2015                           79.0901%
8                          2015                           78.5698%
9                          2015                           78.0456%
10                         2015                           77.5174%
11                         2015                           76.9852%
12                         2015                           76.4489%
1                          2016                           75.9086%
2                          2016                           75.3642%
3                          2016                           74.8157%
4                          2016                           74.2630%
5                          2016                           73.7061%
6                          2016                           73.1450%
7                          2016                           72.5796%
8                          2016                           72.0100%
9                          2016                           71.4360%
10                         2016                           70.8578%
11                         2016                           70.2751%
12                         2016                           69.6880%
1                          2017                           69.0965%
2                          2017                           68.5005%
3                          2017                           67.9000%
4                          2017                           67.2949%
5                          2017                           66.6853%
6                          2017                           66.0710%

<PAGE>
                               TERMINATION VALUES

                                                       T.V. as a % of
MONTH                       YEAR                       PURCHASE PRICE
--------------------------------------------------------------- -----
7                          2017                           65.4521%
8                          2017                           64.8286%
9                          2017                           64.2003%
10                         2017                           63.5673%
11                         2017                           62.9295%
12                         2017                           62.2869%
1                          2018                           61.6394%
2                          2018                           60.9870%
3                          2018                           60.3297%
4                          2018                           59.6675%
5                          2018                           59.0002%
6                          2018                           58.3280%



<PAGE>


                                   SCHEDULE F

                     Initial Purchase Price for the Premises


THE PREMISES                                            INITIAL PURCHASE PRICE

3191 Broadbridge Avenue
Stratford, Connecticut                                    $14,000,000.00



<PAGE>

                                   SCHEDULE G

                               Survey Requirements

The following items are to be included in the ALTA/ACSM LAND TITLE SURVEY:

1.       Monuments placed (or a reference  monument or witness to the corner) at
         all major  corners of the  boundary  of the  property,  unless  already
         marked or referenced by an existing monument or witness to the corner.

2.       Flood zone designation (with property annotation based on Federal Flood
         Insurance  Rate Maps or the state or local  equivalent,  by scaled  map
         location and graphic  plotting only). If the property resides in two or
         more zones then the survey  shall  clearly  display  the limits of each
         zone by  graphically  transposing  each  zone line from the FIRM to the
         survey.

3.       Land area.

4.       Identify, and show if possible,  setback,  height and bulk restrictions
         of record or  disclosed  by  applicable  zoning or  building  codes (in
         addition to those recorded in subdivision maps).
         If none, so state.

5.       (a)      Exterior dimensions of all buildings at ground level.

         (b)      Square  footage of exterior  footprint  of all  buildings,  or
                  gross floor area of all buildings, at ground level.

         (c)      Height of all buildings above grade at a defined location.

6.       Parking  areas  and,  if  striped,  the  striping  and the  type  (e.g.
         handicapped,  motorcycle,  regular, etc.) and number of parking spaces.
         Designate  all  "handicapped"  spaces as such on the  survey.  Show all
         striped  parking  spaces within the fee owned or leased land and within
         the limits of all REAs with typical sizes. List in a tabular format the
         number of regular spaces and handicap spaces, both within the limits of
         the fee owned or  leased  land plus  within  the  limits of any and all
         REAs.

7. Indication of access to a public way, such as curb cuts, driveways marked.

8.       Location of utilities serving or existing on the property, as evidenced
         by on-site  observation or as determined by records provided by client,
         utility companies and other  appropriate  sources (with reference as to
         the  source of  information).  For  example:  (a)  railroad  tracks and
         sidings;  (b)  manholes,  catch  basins,  valve vaults or other surface
         indications of subterranean uses; (c) wires and cables (including their
         function) crossing



<PAGE>



         the surveyed premises,  all poles on or within ten feet of the surveyed
         premises,  all poles on or within ten feet of the surveyed premises and
         the  dimensions of all  crosswires or overhangs  affecting the surveyed
         premises;  and  (d)  utility  company  installations  on  the  surveyed
         premises.

         In addition to the above the  surveyor  shall  report all visible  roof
         drains  and  surface  lines,   including  their  outfalls.  For  hidden
         underground  utilities the surveyor is to show the approximate location
         of  underground  connecting  lines as may be  discernible  from visible
         appurtenances.   For  hidden   underground   gravity  flow  as  may  be
         discernible from visible appurtenances.

9.       Significant  observations  not  otherwise  disclosed  including but not
         limited to,  visible  evidence of unusual  subsurface  matters (such as
         underground storage tanks as may be apparent by surface  appurtenances)
         and general  knowledge about the neighborhood  (such as condemnation of
         the area by US EPA) or restricted  building  heights by the FFA. If the
         surveyor  questions  what is to be  reported  or  encounters  a special
         reporting problem, he is to consult with his client.

10.      Areas denoted or restricted in Reciprocal  Easement Agreements ("REA").
         The surveyor shall show the limits of any offsite appurtenant easements
         on his survey,  but no improvements or utilities  within said easements
         need to be field  measured  and  reported on the survey.  However,  the
         surveyor  shall show the outlines of any and all  buildings  within the
         REA by transposing  building  location  information from available site
         plans, aerial photographs or other plans and stating the source of such
         information on his survey. If no other information is available showing
         the  location of  buildings  within the REA,  then the  surveyor  shall
         advise the client prior to the completion of his survey.  If the client
         requires  additional  field work to locate and report the  location  of
         buildings,  then this shall  constitute an additional work order beyond
         the   scope   of  the   survey.   In  the   event   the   property   is
         disproportionately  smaller than the REA or appurtenant easements, then
         the surveyor shall provide on his survey smaller (larger scale) drawing
         to depict the area affected in relationship to the fee or leased land.

11.      Add the  limits  of any  REAs or  offsite  appurtenant  and  beneficial
         easements to the land subject to your survey and report the location of
         all buildings, parking spaces and other improvements on those lands.

12.      Add a note after your legal  description  stating it describes the same
         property as insured in the title commitment. If there are exceptions to
         this statement, then qualify such within the note.





<PAGE>



                          FORM OF SURVEY CERTIFICATION


         I,  ___________________,  a duly licensed and qualified surveyor in and
for the State of  ____________,  does hereby  CERTIFY to [insert name of Lender]
(collectively "Lender"),  [insert name of seller], [insert name of Landlord] and
[insert name of title company],  and their respective successors and assigns, as
of the ______  day of  ____________,  19__,  that the  foregoing  plat of survey
represents a true and correct  survey made by me based on an  inspection  of the
following described premises (the "Premises"):

         That certain property situated in the State of ____________,  County of
_________ and more particularly described as follows:

                               [Legal Description]

         The  undersigned  further hereby  CERTIFIES to Lender,  [insert name of
seller],  [insert name of  Landlord],  and [insert name of title  company],  and
their respective  successors and assigns, as of the ___ day of _________,  19__,
(a) that the within  survey was actually  made upon the ground,  that it and the
information,  courses and distances shown hereon are correct,  and that it is an
accurate survey of all the real property legally described herein;  and (b) that
the  plat  of  survey  correctly  shows:  (1)  the  location  of all  buildings,
structures and other improvements situated on the Premises;  (2) the courses and
measured  distances  of the  exterior  property  lines of the  Premises  and any
easements or licenses located on or affecting the Premises; (3) the location and
number of parking spaces and the total square foot area of the Premises; (4) the
dimensions  of all  improvements  on the  Premises,  measured at ground  surface
level, the distance of the buildings  located  adjacent to an exterior  property
line of the Premises to said  exterior  property  line and the distance  between
adjacent  buildings;  (5) all curb cuts and means of ingress to and egress  from
the Premises;  and (6) the scale, the north direction,  the beginning point, the
distance  to the nearest  intersecting  street and the point of  reference  from
which the Premises are measured, the width of the street or streets on which the
Premises  abut,  the lot and block number  shown on any  recorded  plat to which
reference is made in the legal  description  of the Premises,  together with the
filing date and recording  data of such plat,  and an accurate  reference to the
real estate records of ___________,  _______________,  identifying all easements
and  licenses of record  crossing or affecting  the  Premises.  The  undersigned
further  CERTIFIES  to the  parties  identified  above that (i) except as shown,
there are no visible or  recorded  easements  or  rights-of-way  which  cross or
affect  the  Premises  or any  other  easements  or  rights-of-way  of which the
undersigned  has been  advised,  no party walls,  no  encroachments  on or above
adjoining  premises,  easements,  streets  or  alleys  by any of the  buildings,
structures or other improvements located on the Premises and no encroachments on
or above the Premises by buildings, structures or other improvements situated on
adjoining  premises;  (ii) all streets  abutting  the  Premises and all means of
ingress to and egress  from the  Premises  have been  completed,  dedicated  and
accepted for public  maintenance  and public use by the City of ___________  and
the property  has valid  access to said  streets;  (iii) all  utilities  for the
improvements  enter  the  Premises  from  abutting   public  streets;  (iv)  the


<PAGE>


Premises  are not situated  within a flood hazard area,  as defined by the Flood
Disaster  Protection  Act of 1973, as amended from time to time;  (v) the within
survey was prepared in accordance with the "Minimum Standard Detail Requirements
for Land Title Surveys" jointly established and adopted by ALTA and ACSM in 1992
and meets the accuracy  requirements of a Class A survey as defined therein, and
complies  with all  applicable  laws of the  State of  __________;  and (vi) the
Premises are properly  zoned and  subdivided to permit use as a __________  with
sufficient  parking to meet the applicable  parking  requirements and zoning and
subdivision  approval of the  Premises is not based on any real  property  other
than the Premises.

                                    Surveyor

                                    Registration No.



                                     [SEAL]


STATE OF ____________   )
                        )ss.
COUNTY OF ___________   )

         SUBSCRIBED AND SWORN to before me this ___ day of ___________, 19__, by
_________________________.

         WITNESS my hand and official seal.

         My commission expires: ___________________


                                                 _______________________________
                                                       Notary Public