EXHIBIT 10.xi
                                                                   -------------

                                 LEASE AGREEMENT
                                 ---------------

         This Lease Agreement (this "Lease")entered into this 30th day of
August, 2001, by and between ACME REALTY, a New York general partnership with an
address of P.O. Box 207, Scarsdale, New York 10583 (the "Landlord"), and SONICS
& MATERIALS, INC., a Delaware corporation with offices at 53 Church Hill Road,
Newtown, Connecticut 06470 (the "Tenant").

                              W I T N E S S E T H :

In consideration of the mutual promises, covenants and agreements herein
contained and in consideration of the rents hereinafter reserved, Landlord does
hereby let to Tenant, and Tenant does hereby take and lease from Landlord, the
demised premises hereinafter described for commercial use upon all of the terms,
promises, covenants and agreements hereinafter set forth.

1.       DEMISED PREMISES.

         1.1    DESCRIPTION.

A.       The premises subject to this Lease shall initially consist of
         approximately Fifty Eight Thousand Three Hundred Sixty Three (58,363)
         square feet of office and manufacturing space in a certain office
         building (the "Building") located at 53 Church Hill Road, Newtown,
         Connecticut (the "Property"), more particularly described in Schedule A
         attached hereto and made a part hereof (the "Demised Premises"). The
         term and rent for this Lease are shown hereinafter in paragraphs 3 and
         4.

B.       The Landlord is presently under contract to purchase the property from
         the Tenant. Upon signing of that purchase and sale contract, the
         Landlord shall at its own expense conduct a leasing program to fill an
         area of approximately 13,898 square feet that is initially part of the
         Demised Premises, which area (the "Contraction Space")is shown on
         Exhibit 1.1.B. In no event shall Landlord lease space in the Building,
         at any time during the term of this Lease, as the same may be extended,
         to a tenant who is a competitor of Tenant. Landlord shall only lease
         space in the Building to tenants who have a good reputation in the
         business community. The Landlord shall be responsible for any and all
         leasing expenses including new tenant fit-outs and leasing commissions
         incurred in connection with any leasing activities in the Building.
         Tenant agrees that after closing of sale, the Tenant will cooperate
         with the Landlord in accommodating new tenants and vacate the
         newly-leased premises within thirty (30) days of a lease being signed
         by a new tenant for the Contraction Space or any portion thereof.

C.       The Demised Premises shall be reduced by that portion of the
         Contraction Space which may be leased to one or more other tenants
         during the first year of this Lease, which reduction shall be effective
         upon the date of occupancy of the Contraction Space or any part thereof
         by the new tenant or the effective date of the lease or leases with
         such new tenant(s),
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         whichever is earlier. In the event of such a reduction in the size of
         the Demised Premises during the first year of this Lease, the base rent
         payable by Tenant pursuant to Section 4.2 shall be reduced in
         proportion to the reduction in the size of the Demised Premises. In any
         event, the Demised Premises shall no longer include any part of the
         Contraction Space following the expiration of the first year of the
         term of this Lease, and commencing on the second anniversary of the
         term of this Lease, the Demised Premises shall consist of the space
         shown on Exhibit 1.1.B. (which space shall include the large bathroom
         area located in the center of the Building)(the Demised Premises, after
         removal of the Contraction Space, as shown on Exhibit 1.1.B., is herein
         sometimes referred to as the "Redefined Demised Premises").

D.       Tenant shall be responsible for the cost of reconfiguring the
         mechanical systems to the Redefined Demised Premises, including but not
         limited to the cost of separating the HVAC and electrical systems and
         the realignment of any fire sprinklers within the Redefined Demised
         Premises. Tenant shall further be responsible for the cost of any
         reconfiguration of the walls within the Redefined Demised Premises.

E.       Landlord shall be responsible for the cost of installing all demising
         walls separating the Redefined Demised Premises from all other space in
         the Building, including the Contraction Space. Landlord shall further
         be responsible for the cost of reconfiguring the mechanical systems to
         the Contraction Space, including but not limited to the cost of
         separating of the HVAC and electrical systems and the realignment of
         any fire sprinklers within the Contraction Space. Landlord shall also
         be responsible for the cost of all tenant fit-up work in the
         Contraction Space, including, without limitation, any reconfiguration
         of the walls within the Contraction Space.

         1.2    USE OF COMMON AREAS. The Tenant shall have the right, for the
benefit of Tenant and its employees, customers, and invitees, to the
nonexclusive use of all areas and facilities within the Property that are
provided and designated by the Landlord for the general nonexclusive use of the
Landlord, Tenant, other tenants of the Building and their respective employees,
customers and invitees including, but not limited to, the front entryway to the
Building, parking areas, loading and unloading areas, drives, walkways,
roadways, trash areas and landscaped areas (the "Common Areas").

         1.3    PARKING. Tenant shall have the right for the benefit of Tenant
and its employees, customers and invitees, to the use of parking spaces within
those portions of the Common Areas designated for parking by Landlord. Such
spaces may be used by all tenants of the Building on an unassigned basis, except
that the two spaces located in the front of the Building shall continue to be
reserved for Tenant.

         1.4    CONDITION OF THE PREMISES. Tenant acknowledges that neither the
Landlord nor any agent or any employee of the Landlord has made any
representation or warranty with respect to the Demised Premises, the Building or
the Property or the suitability of the same for the conduct of Tenant's
business. Tenant warrants and represents that it has inspected the Demised
Premises and the condition thereof and, except as specifically provided
elsewhere in this Lease, agrees to accept the Demised Premises in "as is"
condition. Landlord shall have no obligation to improve the Premises in any way
except as specifically provided in this Lease.

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2.       USE OF PREMISES.

         2.1    EXISTING USE. Tenant shall have the right to use and occupy the
Demised Premises for general office, engineering, research and manufacturing
purposes and no other uses without the prior written consent of the Landlord.
Tenant shall continue to use the Premises in the manner in which it presently
uses the Premises.

         2.2    LICENSES AND PERMITS. It shall be Tenant's sole obligation to
obtain all licenses, permits and franchises required for the lawful conduct of
Tenant's business in the Demised Premises. No failure to obtain the same, nor
any revocation thereof by any governmental authority of any such licenses,
permits or franchises heretofore or hereafter granted by any such governmental
authority, shall in any manner affect this Lease or diminish the amount of rent
or any other payments or charges payable by Tenant hereunder.

         2.3   COMPLIANCE WITH LAWS. Tenant shall comply with and conform to all
the laws of the State of Connecticut, and the rules and regulations of the town
in which the Property is located applicable to Tenant's use of the Demised
Premises. Tenant agrees to save the Landlord harmless from all fines, penalties
or costs for violation of or non-compliance with the same.

         2.4    NUISANCE. The Tenant agrees to use the Premises in a manner that
does not interfere with or infringe upon the rights of other tenants in the
Building. Tenant shall not cause, maintain or permit any nuisance in, on or
about the Demised Premises, the Building or the Property; nor shall Tenant
commit or suffer to be committed any waste in, on or about the Demised Premises,
the Building or the Property. Landlord acknowledges and agrees that such levels
of noise as are customarily associated with the sonic and ultrasonic
applications that are a part of Tenant's business are permissible and shall not
be deemed a violation of this section.

3.       TERM.

         The term of this Lease shall commence on August 30, 2001 ("Commencement
Date"), and shall terminate on the tenth (10th) anniversary of the Commencement
Date ("Termination Date"). The term of this Lease may be extended by two
additional five-year terms in accordance with section 29 of this Lease.

4.       RENT.

         4.1    FIRST YEAR'S BASE RENT. Upon the signing of this Lease, for the
first year of the term of said Lease, the Tenant shall pay to the Landlord the
sum of $6.75 per square foot, for an annual base rental of $393,950.25, payable
in equal monthly installments of $32,829.19. The Tenant shall pay the first
month's base rent of $32,829.19 upon signing of this Lease.

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         4.2    YEARS TWO THROUGH TEN BASE RENT. At the expiration of the first
year of the term of this Lease, the Demised Premises shall be reduced by the
elimination from the Demised Premises of the Contraction Space (a reduction of
approximately 13,890 square feet), so that following such reduction in the size
of the Demised Premises, the Demised Premises shall thereafter consist of the
Redefined Demised Premises, as shown on Exhibit 1.1.B attached, consisting of
approximately 44,465 square feet. The base rent per square foot will escalate
three percent (3%) per annum on each anniversary date of the Commencement Date,
so that the annual base rent, based on the three percent (3%) increase stated
above, shall be as follows:

         Year      Rate        Sq. Ft.        Annual           Monthly
         ===============================================================
          2       $ 6.95       44,465       $309,031.75       $25,752.65
          3       $ 7.16       44,465       $318,369.40       $26,530.78
          4       $ 7.38       44,465       $328,151.70       $27,345.98
          5       $ 7.60       44,465       $337,934.00       $28,161.17
          6       $ 7.83       44,465       $3448,160.95      $29,013.41
          7       $ 8.06       44,465       $358,387.90       $29,865.66
          8       $ 8.30       44,465       $369,059.50       $30,754.96
          9       $ 8.55       44,465       $380,175.75       $31,681.31
         10       $ 8.81       44,465       $391,736.65       $32,644.72

First Extended Term (if first Extension Option is exercised by Tenant pursuant
to Section 29:

         11       $ 9.07       44,465       $403,297.55       $33,608.13
         12       $ 9.34       44,465       $415,303.10       $34,608.59
         13       $ 9.62       44,465       $427,753.30       $35,646.11
         14       $ 9.91       44,465       $440,648.15       $36,720.68
         15       $10.21       44,465       $453,987.65       $37,832.30

Second Extended Term (if second Extension Option is exercised by Tenant pursuant
to Section 29:

         16       $10.52       44,465       $467,771.80       $38,980.98
         17       $10.84       44,465       $482,000.60       $40,166.72
         18       $11.17       44,465       $496,674.05       $41,389.50
         19       $11.51       44,465       $511,792.15       $42,649.35
         20       $11.86       44,465       $527,354.90       $43,946.24

         4.3    ADDITIONAL RENT. All other amounts that Tenant is required to
pay pursuant to the Lease (including interest and costs that may be added for
nonpayment or late payments and attorney's and collection fees) shall constitute
additional rent due hereunder ("Additional Rent"). If the Tenant fails to pay
Additional Rent when due, the Landlord shall have the right to pay the same and
shall have all right, powers, and remedies with respect thereto as are provided
herein or by law in the case of nonpayment of base rent.

         4.4    LATE CHARGE. Tenant shall pay as Additional Rent an amount equal
to five (5) percent of any installment of Base Rent or Additional Rent not paid
to the Landlord within ten (10) days after such payment is due.

5. SECURITY DEPOSIT.


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         A security deposit in the amount of $25,011.56 (the "Security
Deposit")shall be paid by the Tenant to the Landlord on the Commencement Date of
this Lease. Such Security Deposit shall be deposited by Landlord in an interest
bearing account and held as collateral security for the payment of any rents or
other sums of money payable by Tenant under this Lease and for the faithful
performance by Tenant of all other covenants, conditions and agreements of this
Lease. The amount of the Security Deposit, together with all interest earned
thereon, shall be repaid to the Tenant within ten (10) days after the expiration
or termination of this Lease and any renewal thereof, provided the Tenant shall
have made all such payments and performed all such covenants, conditions and
agreements. Upon any default by the Tenant hereunder, all or part of said
Security Deposit may, at any time and in Landlord's sole discretion, be applied
on account of such default. Thereafter the Tenant shall restore the resulting
deficiency in said Security Deposit within ten (10) days of notice of Landlord's
application. Tenant's failure to restore said deficiency shall constitute a
default hereunder. Tenant hereby waives the benefit of any provision of law
requiring such Security Deposit to be held in escrow or in trust.

         The Tenant shall have the option to replace this Security Deposit with
a Letter of Credit at any time, provided it gives two months' notice of its
intention to do so. Simultaneously with the delivery by Tenant to Landlord of
the letter of credit, Landlord shall return the cash Security Deposit, together
with all interest earned thereon, to Tenant.

6.       TAXES AND COMMON CHARGES.

         6.1    DEFINITIONS.

                (a) Computation Year shall mean each calendar year, all or any
         portion of which falls within the term of this Lease, as extended from
         time to time. Notwithstanding the foregoing, the first Computation Year
         shall commence on the Commencement Date and shall end on December 31,
         2001, and the last Computation Year shall end on the last day of the
         term of this Lease, as extended from time to time. Tenant's obligation
         to pay Tenant's Pro-Rata Share of estimated and actual amounts towards
         Taxes and Common Expenses for the first and last Computation Year shall
         be prorated by multiplying the total estimated or actual (as the case
         may be) Taxes and Common Expenses paid or incurred during the first or
         last (as the case may be) Computation Year by a fraction, the numerator
         of which shall be the number of days in the first or last (as the case
         may be) Computation Year, and the denominator of which shall be 365.

                (b) For purposes of this Section 6, the Building is deemed to be
         65,372 square feet, and the Demised Premises is deemed to be 58,363
         square feet during the first year of this Lease, and 44,465 square feet
         during each year following the first year of this Lease.

                (c) Tenant's Pro-Rata Share shall be during the first year of
         this Lease eighty nine percent (89%) which is the percentage figure
         computed by dividing the square footage allocated to the Demised
         Premises by the total square footage of the Building. In the second
         through tenth years of this Lease, when the square footage of the
         Tenant's share shall be reduced to 44,465 square feet, the Tenant's
         Pro-Rata Share shall be adjusted to sixty eight percent (68%).

                (d) Taxes shall mean all taxes, assessments and charges levied

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         upon or with respect to the Property and shall include, without
         limitation, all real estate taxes, assessments, sewer rents and
         charges, and other governmental impositions and charges of every kind
         and nature whatsoever, special and several, extraordinary as well as
         ordinary, and each and every installment thereof, which shall or may
         during the term of this Lease be charged, laid, levied, assessed,
         imposed, become due and payable, or become liens upon the Property or
         any part thereof and all improvements thereon, under or by virtue of
         all present or future laws, ordinances, requirements, orders,
         directions, rules or regulations of the federal, state, county and city
         governments and of all other governmental authorities whatsoever;
         provided, however, that the term "Taxes" shall not mean any interest or
         penalties which may become due by reason of the failure to pay any such
         taxes when due and payable, or any federal, state or local income,
         estate, inheritance, transfer, corporate or franchise taxes assessed
         against Landlord.

                (e) Common Expenses shall mean the aggregate amount of the
         following expenses provided the same are reasonable and customary for
         similar buildings in northern Fairfield County, Connecticut (1) the
         total costs and expenses paid or incurred by Landlord in connection
         with the operation, repair and maintenance of the Common Areas and the
         Property including, without limitation, parking areas, loading and
         unloading areas, trash areas, roadways, driveways, walkways, landscaped
         areas, striping, bumpers, lighting facilities, fences and gates; (2)
         the cost of fire, extended coverage, boiler, sprinkler, public
         liability, property damages, rent, earthquake and other insurance
         obtained by Landlord in connection with the Property; (3) the cost of
         trash disposal services; (4) the cost of maintaining tenant
         directories; (5) the cost of operating, repairing and maintaining life
         safety systems including, without limitation, sprinkler systems; (6)
         the cost of security services, if provided by Landlord; (7) the cost of
         water, electricity, gas and other utilities used in connection with the
         operation, maintenance and repair of the Building and the Property (but
         excluding the cost of water, electricity, gas and other utilities
         consumed by other tenants of the Building); and (8) managerial fees and
         administrative expenses related solely to the Building and the
         Property. Notwithstanding anything to the contrary contained herein,
         "Common Expenses" shall not include (i) items which are the
         responsibility of any tenant of the Building or are caused by the
         intentional or negligent act of any tenant, its agents, employees,
         contractors, licensees or invitees; (ii) expenses of alterations to any
         portion of the Building for the accommodation of a specific tenant or
         tenants; (iii) costs and expenses of leasing space in the Building,
         including, without limitation, legal fees and broker's commissions and
         advertising, and the salary of any employee of Landlord engaged in
         leasing space in the building; (iv) costs and expenses actually paid by
         Landlord's insurance or with respect to which Landlord is otherwise
         reimbursed; (v) the cost of any capital improvement or replacement to
         the Building or the Property; (vi) costs incurred due to Landlord's
         violations of any of the terms and conditions of any leases in the
         Building and/or costs attributable to enforcing leases against tenants
         in the Building, such as attorney's fees, court costs, adverse
         judgments and similar expenses; (vii) debt service on any mortgages of
         Landlord and rental under any ground or underlying leases affecting or
         related to the Property or any part thereof; (viii) the cost of
         repairs, replacement and restoration work occasioned by fire or other
         casualty or condemnation, whether or not Landlord is reimbursed by
         insurance proceeds or condemnation award; (ix) any costs, fines or
         penalties incurred due to violations by Landlord or any governmental
         rule or authority and the defense of the same; or (x) items and
         services for which Landlord is reimbursed under other leases for space
         in the Building, or under other provisions of this Lease, including
         Taxes.

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                (f) Tenant shall pay to Landlord, as Additional Rent hereunder,
         an amount equal to Tenant's Pro-Rata Share of Taxes and Common Expenses
         for each Computation Year in the following manner:

                       (i) Landlord may reasonably estimate in advance the
                amounts Tenant shall owe for Taxes and Common Expenses for any
                full or partial calendar year of the term, which estimate of
                Common Expenses shall be consistent with the types and levels of
                common expenses incurred by owners of comparable buildings in
                northern Fairfield County, Connecticut. In such event, Tenant
                shall pay such estimated amounts, on a monthly basis, on or
                before the first day of each calendar month, together with
                Tenant's payment of base rent. Such estimate may be reasonably
                adjusted from time to time by Landlord.

                       (ii) Within 60 days after the end of each calendar year,
                Landlord shall provide a statement (the "Statement") to Tenant
                showing: (a) the amount of actual Taxes and Common Expenses for
                such calendar year, with a listing of amounts for major
                categories of Common Expenses, (b) any amount paid by Tenant
                towards Taxes and Common Expenses during such calendar year on
                an estimated basis, and (c) any revised estimate of Tenant's
                obligations for Taxes and Common Expenses for the current
                calendar year.

                       (iii) If the Statement shows that Tenant's estimated
                payments were less than Tenant's actual obligations for Taxes
                and Common Expenses for such year, Tenant shall pay the
                difference. If the Statement shows an increase in Tenant's
                estimated payments for the current calendar year, Tenant shall
                pay the difference between the new and former estimates, for the
                period from January 1 of the current calendar year through the
                month in which the Statement is sent. Tenant shall make such
                payments in 12 equal consecutive monthly installments commencing
                on the first day of the month following receipt of the
                Statement, which obligation shall survive the expiration of the
                term of this Lease.

                       (iv) If the Statement shows that Tenant's estimated
                payments exceeded Tenant's actual obligations for Taxes and
                Common Expenses, Tenant shall receive a credit for the
                difference against payments of rent next due. If the term of
                this Lease shall have expired and no further rent shall be due,
                Tenant shall receive a refund of such difference, within thirty
                (30) days after Landlord sends the Statement.

                (g)    If the Commencement Date shall be other than the first
         day of a Computation Year, or ends other than on the last day of a
         Computation Year, Tenant's obligations to pay estimated and actual
         amounts towards Taxes and Common Expenses for such first or final years
         shall be prorated to reflect the portion of such years included in the
         term of this Lease.

                (f)    Landlord shall maintain records respecting Taxes and
         Common Expenses and determine the same in accordance with sound
         accounting and management practices, consistently applied. Tenant or
         its representative shall have the right to examine such records upon
         reasonable prior, during normal business hours at the office of
         Landlord or Landlord's accountant in Fairfield County, Connecticut by
         sending such notice no later than ninety (90) days following Tenant's
         receipt of the Statement. Tenant may take exception to matters included
         in Taxes or Common Expenses, or Landlord's computation of Tenant's
         Pro-Rata Share of either, by sending notice specifying such exception
         and the reasons therefor to Landlord no later than ninety (90) days
         after Landlord makes such records available for examination. Such
         Statement shall be considered final, except as to matters to which
         exception is taken after examination of Landlord's records in the
         foregoing manner and within the foregoing times. If Tenant takes
         exception to any matter contained in the Statement as provided herein,
         the parties shall refer the matter to an independent certified public
         accountant mutually selected by Landlord and Tenant, whose
         certification as to the proper amount shall be final and conclusive as
         between Landlord and Tenant. Tenant shall promptly pay the cost of such
         certification unless such certification determines that Tenant was
         overbilled by more than two percent (2%), in which case Landlord shall
         pay the cost of such certification. Pending resolution of any such
         exceptions in
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         the foregoing manner, Tenant shall continue paying Tenant's Pro-Rata
         Share of Taxes and Common Expenses in the amounts determined by
         Landlord, subject to adjustment after any such exceptions are so
         resolved. If Landlord and Tenant are unable to agree upon the selection
         of the independent certified public accountant within ten (10) days
         after Tenant notifies Landlord that it takes exception to matters
         contained in the Statement, such selection shall be determined by
         arbitration in accordance with the Commercial Rules of the American
         Arbitration Association then in effect. Landlord and Tenant shall each
         pay one-half of the expense of the arbitration.


         6.2    PERSONAL PROPERTY TAXES. Tenant shall be liable for and shall
pay before delinquency all taxes levied or assessed against trade fixtures,
equipment, furnishings, merchandise and other personal property that Tenant
located within or installed in or upon the Demised Premises, whether or not
affixed to the realty.

7.       UTILITIES.

         7.1    UTILITIES SEPARATELY METERED TO TENANT. During the term of this
Lease or any extension thereof, electricity serving the Demised Premises shall
be separately metered to the Tenant and shall be promptly paid by the Tenant to
the utility supplier. Landlord and Tenant shall attempt to establish separate
accounts with the gas company for each tenant in the Contraction Space. If such
accounts cannot be established, then the invoices for gas consumption for the
Building shall be prorated so that Tenant shall reimburse Landlord for Tenant's
Pro-Rata Share of the cost of furnishing gas to the Building. Water bills shall
be pro-rated in accordance with the foregoing provision. Tenant shall pay the
cost of installing all meters to its space and Landlord shall pay the cost of
installing all meters to the space of other tenants in the Building. Tenant
shall be responsible for any installation and service costs associated with any
telephone, cable television, computer lines, or other similar installations made
at Tenant's request on the Demised Premises.

8.       MAINTENANCE AND REPAIRS.

         8.1    LANDLORD'S OBLIGATIONS. Landlord shall repair, maintain and
replace, as necessary, the parking lots, driveways, sidewalks, exterior
lighting, landscaping and other exterior improvements of the Property, the
hallways and other common areas of the Building, the structural components of
the Building, including without limitation its roof, foundation, exterior walls,
windows, exterior doors, heating, ventilation, air conditioning, electrical,
plumbing and other systems and equipment serving the Property and Landlord's
fixtures within the building ,so as to maintain the same at all times during the
term of this Lease in good repair, reasonable wear and use and maintenance
occasioned by Tenant's misuse or negligence excepted.

         8.2    TENANT'S OBLIGATIONS. During the term of this Lease or any
extension thereof, Tenant shall be responsible for the separation of the HVAC,
the sprinkler, electric, and plumbing to be utilized by the Tenant in the
Demised Premises. Tenant will be responsible for maintaining and replacing any
HVAC equipment servicing the Demised Premises. In the event that Tenant replaces
an HVAC unit during the final five (5) years of the Term (as the same may be
extended), Landlord shall reimburse Tenant for a fraction of the cost of such
replacement, the denominator of which shall be ten (10) and the numerator of
which shall be a number equal to the number of years remaining in the Term.
Tenant shall pay to the Landlord as Additional Rent hereunder Tenant's Pro-Rata
Share of the cost of the services to be performed by Landlord pursuant to
Section 8.1, in accordance with and subject to the limitations set forth in

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Section 6 herein. Landlord shall also provide trash removal services (for trash
generated by normal office use only) for the Demised Premises, and Tenant shall
deposit trash in the location specified by the Landlord.

         8.3    TENANT'S REPAIRS AND MAINTENANCE. Notwithstanding the foregoing,
Tenant shall, at all times during the term of this Lease, and at its own cost
and expense, keep and maintain or cause to be kept and maintained in repair and
good condition (ordinary wear and tear excepted), the Demised Premises, and
shall use all reasonable precaution to prevent waste, damage or injury. Except
as provided in this Lease, Landlord shall not be required to furnish any
services or facilities or to make any improvements, repairs or alterations in or
to the Demised Premises during the term of this Lease or any renewal thereof.

         8.4    JANITORIAL SERVICES. Janitorial services and such other services
as Tenant may find necessary or desirable in connection with its occupancy of
the Demised Premises shall be supplied by Tenant at its own expense.

9.       INSURANCE; INDEMNIFICATION.

         9.1    FIRE AND EXTENDED COVERAGE. During the term of this Lease or any
extension thereof, Landlord shall maintain fire and extended coverage on the
Building in an amount equal at all times to not less than the full insurable
replacement cost of the Building (without deduction for depreciation but
excluding the cost of excavation or foundations). Such insurance shall contain a
waiver of subrogation endorsement in favor of Tenant. Prior to or upon the
execution and delivery of this Lease, Landlord shall deliver to Tenant a
certificate evidencing such coverage. Tenant shall pay to the Landlord as
Additional Rent hereunder Tenant's Pro Rata Share of such fire and extended
coverage insurance on the Building, in accordance with Section 6.

         9.2    LIABILITY INSURANCE. During the term of this Lease or any
extension thereof, Landlord shall maintain commercial general liability
insurance, including contractual liability insurance coverage, covering
Landlord's operations on the Property, with combined single limits of not less
than $1,000,000 per occurrence for bodily injury or property damage. Such
policies shall be written in standard Connecticut form, shall name Tenant as an
additional insured therein, and shall be primary and noncontributing with
respect to any insurance carried by Tenant. Simultaneously with the execution
and delivery of this Lease, Landlord shall deliver to Tenant certificates
evidencing such insurance and, at Tenant's option, deliver said original
policies to Tenant. Tenant shall pay to the Landlord as Additional Rent
hereunder Tenant's Pro Rata Share of such liability insurance coverage, in
accordance with Section 6. Tenant shall, at its own expense, during the entire
term of this Lease, or any extensions thereof, maintain commercial general
liability insurance, including contractual liability insurance coverage,
covering Tenant's operations in the Demised Premises, with combined single
limits of not less than $1,000,000 per occurrence for bodily injury or property
damage. Such policies shall be written in standard Connecticut form, shall name
the Landlord as an additional insured therein, and shall be primary and
noncontributing with respect to any insurance carried by the Landlord. Prior to
occupying the Demises Premises, Tenant shall deliver to the Landlord
certificates evidencing such insurance and, at Landlord's option, deliver said
original policies to the Landlord.

         9.3    TENANT'S USE OF PREMISES. Tenant shall not use the Demised
Premises in a manner that will increase the rate of fire insurance in the

                                        9
<PAGE>
Building over the rate in effect prior to this Lease. If by reason of the
failure of the Tenant to comply with the provisions of this section the fire
insurance rate is increased higher than it would be otherwise, the Tenant shall
reimburse the Landlord for the part of all fire insurance premiums thereafter
paid by the Landlord that have been charged because of such failure of the
Tenant, such reimbursement to be in addition to Tenant's Pro Rata Share of
hazard insurance premiums provided for in this section.

         9.4    CONTENTS INSURANCE. Tenant shall, at its own cost and expense,
keep its own personal property, furniture, fixtures and equipment belonging to
Tenant and located in the Demised Premises insured for not less than one hundred
percent (100%) of its actual replacement value against loss or damage by fire,
with the usual extended coverage endorsements.

         9.5    EVIDENCE OF INSURANCE. Tenant shall, at any time upon request of
the Landlord, provide Landlord with copies of all policies required hereunder,
certificates of insurance evidencing the same, and/or evidence of payment of
premiums for such policies.

         9.6    WAIVER OF SUBROGATION. Landlord and Tenant each hereby release
each other and waive any and all rights of recovery against the other, or
against the officers, employees, agents and representatives of the other, for
loss of or damage to property arising out of or incident to any peril required
to be insured against in this Lease. The effect of such release and waiver is
not limited to the amount of insurance actually carried, to the actual proceeds
received after a loss or to any deductibles applicable thereto. Landlord and
Tenant shall, upon obtaining the policies of insurance required hereunder, give
notice to the insurance carrier that the foregoing mutual waiver of subrogation
is contained in this Lease.

10.      INDEMNIFICATION.

         10.1   INDEMNIFICATION. Landlord hereby indemnifies and holds Tenant
harmless from and against any and all claims arising from any breach or default
in the performance of any obligation on Landlord's part to be performed under
the terms of this Lease; or from any negligence of Landlord, or any of
Landlord's agents, contractors or employees, and from and against all costs,
attorney's fees, expenses and liabilities incurred in the defense of any such
claim or any action or proceeding brought thereon. In the event that any action
or proceeding is brought against Tenant by reason of any such claim, Landlord
upon notice from Tenant shall defend the same at Landlord's sole expense by
counsel satisfactory to Tenant. Tenant hereby indemnifies and holds Landlord
harmless from and against any and all claims arising from Tenant's use of the
Demised Premises and the Property; from the conduct of Tenant's business; from
any activity, work or things done, permitted or suffered by Tenant in or about
the Demised Premises, the Property or elsewhere; from and against any and all
claims arising from any breach or default in the performance of any obligation
on Tenant's part to be performed under the terms of this Lease; or from any
negligence of the Tenant, or any of Tenant's agents, contractors or employees,
and from and against all costs, attorney's fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought
thereon. In the event that any action or proceeding is brought against Landlord
by reason of any such claim, Tenant upon notice from Landlord shall defend the
same at Tenant's sole expense by counsel satisfactory to Landlord.

         10.2   EXEMPTION OF LANDLORD FROM LIABILITY. Tenant shall make no claim
against Landlord for any injury or damage to Tenant or to any other person or
for any damage to, or loss of, or loss of use of, any property of Tenant or of
                                       10
<PAGE>
any other person, irrespective of the cause of such injury, damage or loss,
unless caused by the negligence of Landlord, its agents or employees, in the
operation or maintenance of the Property or the Building. Landlord shall not be
liable for any damages arising from any act or neglect of any other tenant, if
any, of the Building.

11.      DAMAGE BY FIRE OR OTHER CASUALTY.

         11.1   TOTAL DESTRUCTION. In the event the Building and/or the Demised
Premises shall be destroyed or so damaged by fire or other casualty so as to
render the Demised Premises wholly untenantable or unfit for the reasonable
conduct of Tenant's business, Landlord may elect by written notice to be given
to Tenant within thirty (30) days after such fire or casualty to (a) restore and
repair such damage to the Demised Premises within 60 days after such
destruction, in which case all rent (to include Base Rent and Additional Rent)
due hereunder shall abate on a per-diem, thirty-day-month basis during the
period of restoration or (b) terminate this Lease or any extension thereof, in
which case all rent due hereunder shall terminate as of the day of such fire or
casualty and any overpayment of the same shall be promptly refunded to the
Tenant.

         In the event Landlord is unable to restore and repair such damage
within 60 days after such destruction, Tenant may elect to terminate this Lease
by giving Landlord written notice of its intention to do so within two (2) weeks
after the earlier of the expiration of such 60 day period or notification from
Landlord that the estimated time required to repair such damages and restore the
Demised Premises is in excess of 60 days from the date of destruction.

         11.2   PARTIAL DAMAGE. In the event the Building and/or the Demised
Premises shall be so damaged but are not thereby rendered wholly untenantable or
unfit for the reasonable conduct of Tenant's business, Landlord shall restore
the Building and the Demised Premises with reasonable dispatch. Provided such
damage was not intentionally caused by Tenant, then while such damage is being
repaired, all rent due hereunder shall be reduced by an amount which bears the
same ratio to the monthly rent that the floor area rendered untenantable or
unfit for the reasonable conduct of Tenant's business bears to the total floor
area of the Demised Premises. Provided such damage was not intentionally caused
by Tenant, then if restoration of the portion of the Demised Premises used for
manufacturing purposes is not completed within sixty (60) days of the date of
damage or destruction, Tenant may, at its option, terminate this Lease by giving
Landlord written notice of its intention to do so within two (2) weeks after the
earlier of the expiration of such sixty (60) day period or notification from
Landlord that the estimated time required to repair such damages and restore the
Demised Premises is in excess of sixty (60) days from the date of destruction.

         11.3  LANDLORD'S OBLIGATIONS. Nothing herein shall obligate Landlord to
replace or repair the personal property or fixtures of the Tenant. Nor shall the
Landlord be obligated for any repairs made necessary by a casualty not covered
by any standard form fire and extended coverage insurance required to be
maintained hereunder.

12.      IMPROVEMENTS.

         12.1  TENANT'S ADDITIONAL IMPROVEMENTS. Upon obtaining Landlord's prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed, Tenant may, at its option and at its own cost and expense, at any
time and from time to time, make additional alterations, changes, replacements,

                                       11
<PAGE>
improvements and additions in and to the Demised Premises, as it may deem
desirable. Prior to the commencement of such improvements, Tenant shall submit
the plans and specifications of said proposed alterations and a list of its
proposed contractors and subcontractors to be used in connection with said
alterations to the Landlord and must obtain Landlord's written approval for the
same, which approval shall not be unreasonably withheld, conditioned or delayed.
All work shall be done in conformance with said prior approvals and (with the
exception of trade fixtures) shall be deemed the property of the Landlord upon
termination of this Lease. Landlord's approval of such alterations shall not be
deemed a representation or warranty by Landlord of the fitness or quality of the
plans as proposed or the work as completed.

         12.2   SIGNS. Landlord, at Landlord's expense, will maintain the
free-standing directory sign on the Property; and Tenant, at Tenant's own cost
and expense, will be able to place signage information on this directory in
common with others. In addition, Landlord, at Landlord's expense, will install a
lobby directory sign; and Tenant will have space available to Tenant on this
directory in common with others. No signs may be installed in the Building or on
the Property by the Tenant without Landlord's prior written approval as to the
number, size and design of such signs, which approval shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding anything to the contrary
contained herein, Landlord shall continue to keep and maintain the sign
identifying Tenant and other tenants of the Property that exists as of the date
of this Lease first written above on Church Hill Road as well as the sign
identifying Tenant in the parking lot of the Property.

         12.3   MECHANIC'S LIENS. If, as a result of Tenant's alterations
hereunder, any mechanic's lien or other lien is placed on the Demised Premises,
Tenant shall cause the same to be cancelled and discharged of record, by bond or
otherwise, at Tenant's sole cost and expense, within thirty (30) days after
having been requested in writing so to do by the Landlord. In addition, Tenant
shall defend, on behalf of the Landlord, at Tenant's sole cost and expense, any
action, suit or proceeding that may be brought thereon or for the enforcement of
such lien, and Tenant shall pay any damages and discharge any judgment entered
therein and hold harmless Landlord from and indemnify it against any claim,
damage or costs, including reasonable attorneys' fees, resulting therefrom.

         12.4   COMPLIANCE WITH BUILDING CODES. All work done by Tenant in
connection with any repairs or in connection with alterations, installations and
changes in the Demised Premises shall be in compliance with building and zoning
rules and regulations and with all applicable laws, orders, ordinances, rules,
regulations and requirements of all federal, state and municipal governments or
departments, commissions, boards and officers thereof and in accordance with the
rules, orders and regulations of any applicable insurance underwriters.

13.      QUIET ENJOYMENT.

The Landlord covenants with the Tenant that it has good right to lease the
Demised Premises in manner aforesaid, and that it will suffer and permit the
Tenant (it keeping all the covenants on its part, as herein contained) to
occupy, possess, and enjoy said premises during the term aforesaid, without
hindrance or molestation from it or any person claiming by, from or under it.

14.      TENANT'S DEFAULT.

         14.1   EVENTS OF DEFAULT. Tenant shall be in default under this
Lease if:

                                       12
<PAGE>
                (a) Tenant fails to pay any installment of Base Rent or
         Additional Rent within ten (10)days after the same is due; or

                (b) Tenant defaults in the performance of any other term,
         covenant or condition of this Lease and such default has not been cured
         within thirty (30) days after notice by Landlord to Tenant specifying
         such default and requiring it to be remedied, or where such default
         cannot reasonably be remedied within such period of thirty (30) days,
         if Tenant shall not have, in good faith, commenced the remedying
         thereof within such period of time and shall not be proceeding with due
         diligence to remedy it; or

                (c) Upon Tenant's filing of a petition under the federal
         Bankruptcy Code; if any involuntary petition under the provisions of
         said Code is filed against Tenant and such involuntary petition is not
         dismissed within sixty (60) days thereafter; or if Tenant makes an
         assignment of all its assets for the benefit of creditors or is placed
         in receivership and said receiver has not been discharged thirty (30)
         days after his appointment; or

                (d) If Tenant fails to exist as a corporation under the laws of
         the State of Delaware qualified as a foreign corporation to transact
         business in the State of Connecticut.

         14.2   TERMINATION BY LANDLORD. If Tenant shall be in default under
this Lease, Landlord, at its option, may terminate this Lease without further
notice to Tenant, and upon such termination, Tenant shall quit and surrender the
Demised Premises and all improvements located thereon to Landlord, but such
termination shall not affect the Landlord's rights to recover damages or
exercise any other rights as hereinafter provided.

         14.3   RE-ENTRY BY LANDLORD. Upon termination of this Lease as
aforesaid, Landlord may (a) re-enter and resume possession of the Demised
Premises and enter and possess all improvements thereon and remove all persons
and property therefrom either by summary process proceedings or by a suitable
action or proceeding, at law or in equity, without being liable for any damages
therefor and (b) Landlord may relet the whole or any part of the Demised
Premises on behalf of Tenant for a period equal to, greater or less than the
remainder of the then term of this Lease, at such rental and upon such terms and
conditions as Landlord shall deem reasonable, to any tenant it may deem suitable
and for any use and purpose it may deem appropriate. Landlord shall not be
liable in any respect for the failure to relet the Demised Premises and the
improvements located thereon, or, in the event of such reletting, for failure to
collect the rent thereunder and any sums received by Landlord on a reletting in
excess of the rent reserved in this Lease, shall belong to Landlord.

         14.4   DAMAGES. Upon the termination of this Lease as aforesaid,
Landlord shall forthwith be entitled to recover from Tenant all damages
sustained by the Landlord as a result of Tenant's default, including, but not
limited to, the following items:

                (a) If the Base Rent and the Additional Rent provided for herein
         exceed the net sum received by Landlord on any reletting, the amount of
         such excess;

                (b) All reasonable and customary expenses of operating the
         Demised Premises while they are vacant; all reasonable and customary
         expenses, including reasonable attorneys' fees, incurred by Landlord in
         recovering possession of the Demised Premises and reletting the same,
         and all reasonable and customary costs of performing any work to be
         done by Tenant under this Lease; and

                                       13
<PAGE>
                (c) Broker's commission at the rate typically charged for
         commercial lease transactions in the market area in which the Property
         is located, but limited to the unexpired term only.

         14.5  COSTS AND EXPENSES. Tenant shall pay as Additional Rent hereunder
all other expenses reasonably incurred by Landlord, including attorney's fees,
in seeking to enforce the obligations of Tenant hereunder occasioned by the
Tenant's default, provided that a court enters a judgment that Tenant so
defaulted under the terms of this Lease. Tenant agrees that Landlord shall be
entitled to recover the sum set forth in this paragraph in one action or, at
Landlord's option and provided there shall be good reason to do, so in several
separate actions. In such latter event, Tenant hereby waives the right to assert
the rule against splitting the cost of action as a defense thereto. Both
Landlord and Tenant hereby expressly waive their right to a trial by jury in any
action brought by either party. Landlord shall pay all expenses reasonably
incurred by Tenant, including attorney's fees, in seeking to enforce the
obligations of Landlord hereunder occasioned by the Landlord's default, provided
that a court enters a judgment that Landlord so defaulted under the terms of
this Lease. Landlord agrees that Tenant shall be entitled to recover the sum set
forth in this paragraph in one action or, at Tenant's option and provided there
shall be good reason to do, so in several separate actions. In such latter
event, Landlord hereby waives the right to assert the rule against splitting the
cost of action as a defense thereto.

         14.6   WAIVER. A waiver by Landlord of any breach by the Tenant of any
of the terms, covenants, conditions and agreements of this Lease shall be
limited to the particular instance and shall not operate or be deemed as a
waiver of any future breaches of said terms, covenants, conditions and
agreements of this Lease. The failure of Landlord to enforce any agreement,
condition, covenant or term of this Lease against the Tenant shall not be deemed
to void or affect the right of Landlord to enforce the same agreement,
condition, covenant or term on the occasion of such subsequent breach or
default. A waiver by Tenant of any breach by the Landlord of any of the terms,
covenants, conditions and agreements of this Lease shall be limited to the
particular instance and shall not operate or be deemed as a waiver of any future
breaches of said terms, covenants, conditions and agreements of this Lease. The
failure of Tenant to enforce any agreement, condition, covenant or term of this
Lease against the Landlord shall not be deemed to void or affect the right of
Tenant to enforce the same agreement, condition, covenant or term on the
occasion of such subsequent breach or default.

15.      RIGHT TO CURE DEFAULT. If Tenant defaults in the performance of any
covenant or condition of this Lease required to be performed by Tenant,
Landlord, at its option, may after 30 days notice to Tenant, or without notice
if in Landlord's opinion an emergency exists, perform such covenant or condition
for the account and at the expense of Tenant and Tenant shall reimburse Landlord
for such expense. The amount of such expense shall be deemed to be Additional
Rent and shall be paid by Tenant with the next monthly installment of rent due
hereunder Lease. If Landlord defaults in the performance of any covenant or
condition of this Lease required to be performed by Landlord, Tenant, at its
option, may after 30 days notice to Landlord, or without notice if in Tenant's
opinion an emergency exists, perform such covenant or condition for the account
and at the expense of Landlord and Landlord shall reimburse Tenant for such

                                       14
<PAGE>
expense within ten (10) days after receipt of a demand for payment. The
provisions of this paragraph shall survive the termination of the Lease.

16.      EMINENT DOMAIN.

         16.1   TOTAL CONDEMNATION. In the event the whole of the Demised
Premises shall be taken under the power of eminent domain for any public or
quasi-public use or purpose, this Lease shall thereupon terminate as of the date
possession shall be taken by or under the condemnor. Tenant shall have no claim
against Landlord for the value of any unexpired term of this Lease.

         16.2   PARTIAL CONDEMNATION. In the event that proceedings in the
eminent domain shall have been instituted with respect to the Property and such
proceedings or any action consequent thereon render the Demised Premises
unusable for Tenant's operations as previously conducted thereon, Tenant shall
have the right upon notice to Landlord (rendered within sixty (60) days after
Tenant shall have ascertained or been duly notified by Landlord (whichever shall
first occur) of the existence of such proceedings in eminent domain) to
terminate this Lease, effective as of' the date possession shall be taken by or
under the condemnor.

         16.3   TERMINATION OF LEASE. In the event this Lease shall be
terminated, as provided in this section, the Demised Premises and the
improvements shall belong absolutely to the Landlord and Tenant shall promptly
remove all of Tenant's personal property and each party hereto shall thereupon
be released from every obligation hereunder to the other, except:

                (a) With respect to any covenants the breach of which occurred
         prior to termination date; and

                (b) The obligation of Landlord to refund to Tenant any rent paid
         by Tenant for the period subsequent to the termination date and
         Tenant's security deposit hereunder to the extent it is refundable
         hereunder.

         16.4.  DAMAGES. All damages awarded for any such taking under the power
of eminent domain, whether for the whole or a part of the Demised Premises,
shall belong to and be the property of Landlord, whether such damages shall be
awarded as compensation for diminution in value of the leasehold or for the fee
of the. Demised Premises, provided, however, that Landlord shall not be entitled
to any award made to Tenant for loss of or damage to Tenant's trade fixtures and
removable person property or for damages to improvements made by Tenant with
approval of Landlord during the term of this Lease and any extension thereof or
for damages for cessation or interruption of Tenant's business.

         16.5   ADJUSTMENT OF RENTS. If this Lease is terminated as provided in
this section, all rent shall be paid up to the date that possession is taken by
the condemning authority, and Landlord shall make an equitable refund of any
rent paid by Tenant in advance and not yet earned.

         16.6   VOLUNTARY SALE. A voluntary sale by Landlord to any public or
quasi-public body, agency or person, corporate or otherwise, having the power of
eminent domain, either under threat of condemnation, or while condemnation
proceedings are pending, shall be deemed to be a taking by eminent domain for
the purposes of this section.

17.      ASSIGNMENT AND SUBLETTING.

                                       15
<PAGE>
         17.1   LANDLORD'S CONSENT REQUIRED. Except as otherwise expressly
provided below, Tenant may not assign or sublet all or any part of the Demised
Premises for any portion of the term of this Lease or any extension thereof
except with the prior written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed ; and any such transfer, if
approved, shall not relieve Tenant of any liability hereunder. Notwithstanding
the foregoing prohibition against assignment or subletting, this Lease may be
assigned without consent of Landlord to any entity which shall purchase or
otherwise acquire a substantial portion of the assets of Tenant or shall succeed
to a substantial portion of the business of Tenant conducted at the Demised
Premises, provided each of the following conditions shall be complied with:

         (i)   the assignee shall at all times use the Demised Premises for only
the purposes permitted in this Lease;

         (ii)  the assignee shall execute and deliver to Landlord an assignment
and assumption agreement in form satisfactory to Landlord pursuant to which the
assignee shall assume and agree to perform all of Tenant's obligations under
this Lease arising on and after the effective date of the assignment.

         Upon the satisfaction of each of said conditions, Tenant shall be
relieved of all liability hereunder arising on or after the effective date of
the assignment.

         17.2   EXCESS RENT. With respect to any sublease approved by the
Landlord for all or a portion of the Demised Premises, any "profit" on such
sublease shall be payable fifty percent (50%)to the Landlord and fifty percent
(50%) to Tenant; provided, however, that if more than 50% of the Demised
Premises is sublet by Tenant, then Tenant shall not be entitled to any portion
of profit.  For the purposes of this Subparagraph 17.2, "profit" shall refer to
the difference between (1) all payments made by a subtenant to the Tenant as
rent or otherwise under or in connection with said sublease and (2) the sum of
the Base Rent and Additional Rent payable hereunder with respect to the sublet
space. The Tenant shall pay Landlord's share of sublease profit to the Landlord
in advance on a monthly basis as Additional Rent.

         18.    NOTICES. Any notice required or permitted to be given under this
Lease shall be in writing and shall be sent by registered or certified mail,
return receipt requested, to:

                       LANDLORD:

                       Attn: Edward Falkenberg
                       Acme Realty
                       P.O. Box 207
                       Scarsdale, NY 10583


                       TENANT:

                       Attn: Robert Soloff
                       Sonics & Materials, Inc.
                       53 Church Hill Road
                       Newtown, CT   06470



                                       16
<PAGE>
Such notice shall be deemed to have been given as of the date of the postmark on
the envelope enclosing the same.

19.      ACCESS TO PREMISES.

         19.1  ACCESS FOR REPAIRS AND IMPROVEMENTS. Tenant shall permit Landlord
or Landlord's agents to enter the Demised Premises and improvements thereof in
the case of an emergency in which Landlord or Landlord's agents reasonably
believe that a risk of injury, death or property damage may exist and also at
all reasonable hours, for the purpose of inspecting the same, or of making
repairs or performing any other work on the Demised Premises and improvements
thereon that Tenant may have failed to commence in accordance with the
agreements, conditions, covenants and terms hereof. Except in the case of an
emergency, Landlord or Landlord's agents shall give to Tenant not less than two
(2) days' prior notice of its intention to enter the Demised Premises and all
persons so entering the Demised Premises shall be accompanied by an employee or
representative of Tenant at all times.

         19.2  ACCESS FOR SALE OR LEASE. Tenant shall also permit Landlord or
Landlord's agents to enter the Demised Premises at all reasonable hours for the
purpose of showing the Demised Premises to prospective mortgagees or to persons
wishing to purchase the same and, within six (6) months prior to the expiration
of the terms of this Lease, to persons wishing to hire the Demised Premises; and
Tenant shall, within six (6) months prior to the expiration of the term of this
Lease, permit the usual notices of "To Let" and "For Sale" to be placed upon the
Property and to remain thereon without molestation. Landlord or Landlord's
agents shall give to Tenant not less than two (2) days' prior notice of its
intention to enter the Demised Premises and all persons so entering the Demised
Premises shall be accompanied by an employee or representative of Tenant at all
times.

20.      SUBORDINATION.

         This Lease and any extension thereof, the lien thereof upon the Demised
Premises, and all rights of the Tenant hereunder, are hereby subordinated and
made subject to liens of all bona fide mortgages to any bank, institutional
lender or insurance company hereinafter placed on the Demised Premises;
provided, however, that Landlord and such mortgagee shall have first executed
and delivered to Tenant a non-disturbance agreement in favor of Tenant in form
and substance satisfactory to Tenant. No other instrument shall be necessary to
subordinate this Lease and all rights hereunder to the lien or liens of any such
mortgage or mortgages. Nonetheless, Tenant hereby agrees that it will, upon
demand, at any time or times, (subject, however, to receipt of said
non-disturbance agreement)execute, acknowledge and deliver to the Landlord,
without expense to the Landlord, any and all instruments that may be necessary
or proper to subordinate this Lease and all rights hereunder to the lien or
liens of any such new mortgage or mortgages.

21.      ESTOPPEL CERTIFICATE.

         The Tenant, upon Landlord's written request, shall execute an estoppel
certificate prepared by Landlord which certificate shall describe the lease and
any amendments thereto and shall set forth the lease term, a description of the
Demised Premises, whether the lease is in full force and effect, whether the
Tenant has any defenses or rights of offset against the Landlord, whether there
is any default on the part of the other party, and acknowledging that the
prospective lender or purchaser is relying on the certificate and the
information contained therein. The Landlord, upon Tenant's written request,
                                       17
<PAGE>
shall execute an estoppel certificate prepared by Tenant which certificate shall
describe the lease and any amendments thereto and shall set forth the lease
term, a description of the Demised Premises, whether the lease is in full force
and effect, whether the Landlord has any claims for breach of the Lease against
the Tenant, whether there is any default on the part of the other party, and
acknowledging that the prospective lender or purchaser is relying on the
certificate and the information contained therein.

22.      NOTICE OF LEASE.

         The Landlord, upon Tenant's written request, shall execute a notice of
lease prepared by Tenant and containing such information required by Section
47-19 of the Connecticut General Statutes to be recorded in the land records of
the town in which the Property is located.

23.      CONVEYANCE BY LANDLORD AND LIMIT OF LIABILITY.

         Landlord shall be entitled to convey and otherwise dispose of the
Demised Premises and shall be entirely free and released of all covenants and
obligations of the Landlord after the Demised Premises are so conveyed, and
Landlord shall not be subject to any liability resulting from any act or
omission or event occurring after such conveyance. The purchaser, or any person
who takes title to the Demised Premises from the Landlord or any person who
subsequently holds title to the Demised Premises, shall be deemed to have
assumed and agreed to carry out any and all covenants on Landlord's part to be
performed under this Lease. No further agreement will be required between the
Landlord and Tenant and any person holding title subsequent to Landlord in
connection with the assumption of the obligations of Landlord hereunder.

24.      RESTORATION OF DEMISED PREMISES.

         At the expiration or sooner termination of this Lease, the Tenant shall
quit and surrender the Demised Premises; the improvements on said Demised
Premises shall belong absolutely to the Landlord; Tenant shall promptly remove
all of Tenant's trade fixture and other personal property from the Demised
Premises; and Tenant shall make such repairs of any damages caused by the
removal of such trade fixtures and other personal and to place the Demised
Premises in good order and repair.

25.      FORCE MAJEURE.

         In the event the Landlord or Tenant shall be delayed, hindered in or
prevented from the performance of any act required hereunder by reason of
strikes, lock-outs, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots insurrection, the
act, failure to act or default of the other party, war or other reason beyond
their control, then performance of such act shall be excused for the period of
the delay and the period for the performance of any such act shall be extended
for a period equivalent to the period of such delay.





                                       18
<PAGE>
26.      HOLDING OVER.

         If Tenant remains in possession of the Demised Premises or any other
part thereof after the expiration of the term hereof without the express written
consent of Landlord, Landlord may elect to (a) deem such occupancy to be a
tenancy from month to month at a rental in an amount equal to 150% of the last
monthly rental payment plus any other charges payable by Tenant hereunder and
upon all terms and conditions hereof applicable to a month-to-month tenancy or
(b) deem such occupancy to be unauthorized and immediately commence proceedings
under the Connecticut summary process statute and acceptance by Landlord of any
sums from Tenant shall not be construed as its consent to Tenant's continued
occupancy or as a renewal of this Lease or as an agreement to month-to-month
occupancy.

27.      ENVIRONMENTAL PROVISIONS.

         27.1   REPRESENTATIONS AND WARRANTIES. Tenant represents and warrants
that it will comply with any and all federal, state and local rules, laws,
statutes, ordinances and orders regulating the Environment (collectively the
"Environmental Laws") that affect the use and occupation of the Demised
Premises. The Tenant agrees that it shall not allow its employees, agents or
contractors, visitors, guests and invitees to cause any action or practice, by
act or omission that would (a) violate any Environmental Laws, (b) cause
Hazardous Substances to be stored and/or used on the Property in violation of
any Environmental Laws; (e) cause the Property to be classified as a treatment,
storage or disposal facility (as such term is defined in the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Sec. 6901 et seq.); (d) cause
the Property to be classified as an Establishment under Connecticut Transfer
Act; or (e) cause any Release of any Hazardous Substances on the Premises. For
the purpose of this Lease, Hazardous Substances are defined as any petroleum,
petroleum products, fuel oil, derivatives of or additives to petroleum,
petroleum products or fuel oil, explosives, reactive materials, ignitable
materials, corrosive materials, hazardous chemicals, hazardous wastes, hazardous
substances, hazardous air pollutants, air pollutants, extremely hazardous
substances, toxic substances, toxic chemicals, radioactive materials, medical
waste, biomedical waste, any mixture of sewage or other waste material that
passes through a sewer system to a treatment facility, any industrial
waste-water discharges subject to regulation and any infectious materials, as
such foregoing terms may be defined in the Environmental Laws, and any other
element, compound, mixture, solution or substance that may pose a present or
potential hazard to human health or the environment.

         27.2   NOTICE. The Tenant agrees to promptly to notify the Landlord if
any of it becomes aware of any release of a Hazardous Substance or any violation
of any Environmental Laws affecting the Property including, without limitation,
any inspection report, notice of inspection, abatement notice, abatement order
or notice of noncompliance, or notice by a third party (a "Violation").

         27.3   REMEDIATION. In the event of a Violation caused on the Premises
by the Tenant or by Tenant's employees, agents, contractors, visitors, guests,
invitees or subtenants, the Tenant, at Tenants own cost and within a reasonable
period of time, shall take or cause to be taken all actions which are necessary
or desirable to remediate any or satisfy or comply with all Environmental Laws,
including environmental site remediation measures required by any federal, state
or local agency.

                                       19
<PAGE>
         27.4   INDEMNIFICATION BY TENANT. The Tenant shall indemnify, defend,
and hold harmless the Landlord, its successors and assigns, from and against all
loss, costs, liability, claims, damages and expense, including, without
limitation, costs associated with administrative and judicial proceedings,
engineering, consulting and attorneys fees suffered or incurred by Landlord, or
by its successors and assigns, arising from the Tenant's (or from any employee,
agent, contractor, visitor, guest, invitee or subtenant of the Tenant) failure
to comply with any Environmental Laws applicable to the Property, including any
lien asserted thereunder; from any Release of Hazardous Substances or any other
contaminant or pollutant at, on, to or into the or any adjoining property,
during the term of this Lease caused by Tenant (or by any employee, agent,
contractor, visitor, guest, invitee or subtenant of the Tenant); and from all
costs and expenses incurred in Tenant's fulfillment of all Tenant's obligation
under this section entitled "Environmental Provisions."

28.      BROKER.

         The Tenant and Landlord covenant, warrant and represent each to the
other that the sole broker is involved in this transaction is J. Michael Struna
of Advantage Realty, Inc., 39 Katrinia Circle, Bethel, Connecticut. Tenant and
Landlord each agree to indemnify and hold each other harmless with respect to
all other brokerage commissions claimed as a result of Tenant's occupancy under
this Lease. Landlord shall pay any commission due J. Michael Struna of Advantage
Realty, Inc. in connection with the execution of this Lease. Tenant shall pay
any commission due J. Michael Struna of Advantage Realty, Inc. in connection
with Landlord's purchase of the Property from Tenant.

29.      TENANT'S OPTIONS TO RENEW.

         29.1   NOTICE TO EXTEND. Provided this Lease shall be in full force and
effect and the Tenant shall have fully performed all of its terms and
conditions, the Tenant shall have the option to extend this Lease for two
additional terms of five (5) years each (each such option is hereinafter
referred to as an "Extension Option" and each such 5-year extension term is
hereinafter referred to as an "Extended Term") provided that its notice of
intention to exercise such option is delivered to the Landlord not later than
one hundred and twenty (120) days prior to the expiration of the then-current
term.

         29.2   RENT OF EXTENDED TERM. If the Tenant exercises its option as set
forth above, all of the terms and conditions of this Lease shall govern an
Extended Term, including the obligation to pay Additional Rent with respect to
Taxes and Common Charges pursuant to Section 6. Base Rent during each Extended
Term shall be as set forth in Section 4.2.

         29.3  TENANT'S WAIVER OF OPTION. In the event that Tenant determines it
will not exercise either or both of the options to extend this Lease, as set
forth above, Tenant will provide Landlord with its written waiver of its option
to extend this Lease upon Landlord's request for the same after the notification
deadline set forth above.

30.      GENERAL PROVISIONS.

         30.1   ENTIRE AGREEMENT. This instrument contains the entire and only
agreement between the parties and no oral statements or representations or prior
written matter not contained in this instrument shall have any force or effect.

                                       20
<PAGE>
This Lease may only be changed, modified or discharged by an agreement in
writing executed by the parties hereto.

         30.2  PARTIAL INVALIDITY. If any term, covenant, condition or provision
of this Lease or the application thereof to any person or circumstance shall, to
any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

         30.3  MARGINAL NOTES. The marginal notes used as headings for the
various subject matters covered in this Lease are used only as a matter of
convenience as an aid to finding the subject matters and are not to be construed
as part of this Lease and shall not in any way limit or amplify the terms or
provisions thereof.

         30.4  CONSTRUCTION. This Lease is made and executed in and is to be
construed under the laws of the State of Connecticut.

         30.5. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
agreements, conditions, covenants and terms herein contained shall, in every
case, apply to, be binding upon, and inure to the benefit of the respective
parties hereto and their respective heirs, administrators, executors, successors
and assigns, with the same force and effect as if specifically mentioned in each
instance where a party hereto is named.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their names
and seals on the day and year first above written.

SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:                                  ACME REALTY


_____________________________                        By:________________________
                                                        Edward Falkenberg
                                                        Its General Partner
_____________________________

                                                     SONICS & MATERIALS, INC.
_____________________________
                                                     By:________________________
                                                        Its
_____________________________

STATE OF CONNECTICUT       }
                           }  SS:
COUNTY OF FAIRFIELD        }

         On this the _____ day of ________________, 2001, before me the
undersigned officer, personally appeared, who acknowledged himself to be the of
Sonics & Materials, Inc., signer and sealer of the foregoing instrument, and
that he as such officer, being authorized so to do, acknowledged the execution
of the same to be his free act and deed as such officer and the free act and
deed of said corporation.

                                       21
<PAGE>
         IN WITNESS WHEREOF, I hereunto set my hand.



                                              __________________________________
                                              Commissioner of the Superior Court
                                              Notary Public
                                              My Commission Expires:



STATE OF CONNECTICUT       }
                           }  SS:
COUNTY OF FAIRFIELD        }

         On this the _____ day of ________________, 2001, before me the
undersigned officer, personally appeared Edward Falkenberg, who acknowledged
himself to be the general partner of Acme Realty, a New York general
partnership, signer and sealer of the foregoing instrument, and that he as such
partner, being authorized so to do, acknowledged the execution of the same to be
his free act and deed as such partner and the free act and deed of said
partnership. IN WITNESS WHEREOF, I hereunto set my hand.


                                              __________________________________
                                              Commissioner of the Superior Court
                                              Notary Public
                                              My Commission Expires:



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