LEASE

                                     BETWEEN

                        TROIANO PROFESSIONAL CENTER, LLC

                                       AND

                  ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION

                            DATED: November 24, 2004




<PAGE>




                                TABLE OF CONTENTS
                                -----------------

                                                                            Page

ARTICLE 1 - DEMISED PREMISES...................................................1
ARTICLE 2 - TERM...............................................................1
ARTICLE 3 - CONDUCT OF BUSINESS BY TENANT......................................2
ARTICLE 4 - CONSTRUCTION.......................................................2
ARTICLE 5 - RENT...............................................................4
ARTICLE 6 - PAYMENT OF TAXES, ASSESSMENTS, ETC.................................5
ARTICLE 7 - INSURANCE..........................................................8
ARTICLE 8 - LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS....................10
ARTICLE 9 - REPAIRS AND MAINTENANCE...........................................11
ARTICLE 10 - COMPLIANCE WITH ORDERS, ORDINANCES, ETC..........................11
ARTICLE 11 - CHANGES AND ALTERATIONS BY TENANT/EXPANSION RIGHTS...............12
ARTICLE 12 - MECHANICS' LIENS.................................................13
ARTICLE 13 - WASTE............................................................14
ARTICLE 14 - INSPECTION OF PREMISES BY LANDLORD, ETC..........................15
ARTICLE 15 - ASSIGNMENT, SUBLETTING, MORTGAGING, AND ATTORNMENT...............15
ARTICLE 16 - PUBLIC UTILITY CHARGES AND CONNECTIONS...........................17
ARTICLE 17 - INDEMNIFICATION AND CONDITION OF PREMISES........................18
ARTICLE 18 - REPAIR, RESTORATION AND REBUILDING...............................19
ARTICLE 19 - CONDEMNATION.....................................................21
ARTICLE 20 - DEFAULT AND REMEDIES.............................................23
ARTICLE 21 - EFFECT OF INVALID PROVISION......................................26
ARTICLE 22 - NOTICES, DEMANDS AND REQUESTS....................................26
ARTICLE 23 - PROPER USE OF PREMISES, SURRENDER OF POSSESSION..................27
ARTICLE 24 - ENVIRONMENTAL....................................................27
ARTICLE 25 - QUIET ENJOYMENT..................................................29
ARTICLE 26 - ESTOPPEL CERTIFICATES............................................29
ARTICLE 27 - REMEDIES CUMULATIVE, NO WAIVER...................................30
ARTICLE 28 - SUBORDINATION OF LEASE TO FEE MORTGAGES..........................30
ARTICLE 29 - BROKERAGE COMMISSIONS............................................32
ARTICLE 30 - MISCELLANEOUS....................................................32
ARTICLE 31 - LANDLORD'S TITLE AND ALLOWABLE USE...............................34
ARTICLE 32 - CONDITIONS PRECEDENT.............................................35


SCHEDULE A - DEMISED PREMISES
SCHEDULE B - ENCUMBRANCES OF RECORD
SCHEDULE C - ANNUAL NET RENT
SCHEDULE D - COMMITMENT LETTER
SCHEDULE E - PURCHASE AGREEMENT FOR BANK BUILDING

<PAGE>

      THIS LEASE (the "Lease") is made as of this 24th day of November, 2004, by
and  between  TROIANO  PROFESSIONAL  CENTER,  LLC, a limited  liability  company
organized and existing under the laws of the State of  Connecticut  (hereinafter
referred to as "Landlord",) and ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION,  a
banking  institution  with an office situated in the Town of Enfield,  County of
Hartford and State of Connecticut (hereinafter referred to as "Tenant").

                              W I T N E S S E T H:


                                    ARTICLE 1

                                DEMISED PREMISES

      Section  1.1 In  consideration  of the rents  herein  reserved  and of the
covenants  and  agreements  herein  provided to be performed and observed on the
part of Tenant,  Landlord hereby leases to Tenant,  and Tenant hereby hires from
Landlord, upon and subject to all of the conditions hereinafter expressed, those
certain  premises  located on Enfield  Street,  Enfield,  Connecticut,  and more
particularly bounded and described on Schedule A attached hereto and made a part
hereof, together with all of the improvements to be constructed thereon pursuant
to this Lease (said premises  together with said  improvements  are  hereinafter
collectively referred to as the "Demised Premises").

      Section 1.2 The Demised Premises are leased subject to:

            A.  Such  encumbrances  of  record  existing  as of the  date of the
      execution of this Lease, as of the same are more particularly set forth on
      Schedule B attached hereto and made a part hereof.

            B. Except as  specifically  provided in this Lease to the  contrary,
      the physical  condition and state of repair of the Demised Premises and of
      all of the improvements  situated thereon as of the Commencement  Date (as
      hereinafter defined) of the term of this Lease.

            C. A right of way for vehicular and pedestrian ingress and egress to
      and from  Enfield  Street in favor of the  Landlord,  its  successors  and
      assigns,  and in common with  Tenant,  over and across the  driveways  and
      other  areas  of the  Demised  Premises  for  the  purpose  of  access  to
      Landlord's adjoining property;  provided,  however,  that such use of said
      right of way shall not unreasonably interfere with the conduct of Tenant's
      business.


                                    ARTICLE 2


                                       1
<PAGE>

                                      TERM

      Section 2.1 The term of this Lease shall commence on the Commencement Date
(hereinafter  defined) and shall end twenty-five (25) years  thereafter,  unless
such term shall be sooner terminated,  as hereinafter provided. The Commencement
Date shall be  determined in  accordance  with the  provisions of Section 5.5 of
this Lease below.


                                    ARTICLE 3

                          CONDUCT OF BUSINESS BY TENANT

      Section  3.1 Tenant  shall have the right to use the  Demised  Premises to
conduct its business as a banking  facility  (inclusive of all lines of business
that Tenant or its affiliates or subsidiaries now or hereafter offer,  including
but not limited to,  banking,  insurance  sales,  stock brokerage and investment
management) and all purposes incidental thereto.  Tenant shall not use or occupy
the Demised  Premises in violation of any law or of the Certificate of Occupancy
issued for the building to be  constructed  by Landlord  (the  "Building"),  and
shall,  upon five (5) days written notice from Landlord,  discontinue any use of
the Demised  Premises  which is declared by any  governmental  authority  having
jurisdiction,  to be a  violation  of  any  recorded  covenants,  conditions  or
restrictions  affecting the Demised Premises or of any law or of the Certificate
of Occupancy for the Building.


                                    ARTICLE 4

                                  CONSTRUCTION

      Section 4.1  Landlord  agrees,  subject to all of the  provisions  of this
Article 4 below,  at its sole cost and  expense,  to cause  the  Building  to be
constructed on the Demised Premises,  per plans and  specifications  prepared by
Tenant's  architect (the "Plans and  Specifications")  as set forth in a certain
construction  contract  dated as of October  4, 2004  between  Landlord  and New
England  Design  Associates,   Inc.,  Part  1  and  Part  2  (the  "Construction
Contract"),  a copy of which is attached  hereto and  incorporated  herein.  All
costs payable to the Landlord's  contractor under the Construction  Contract are
hereafter called the "Construction Costs".

      Section 4.2 The Plans and  Specifications  shall be prepared in accordance
with all applicable  building  codes,  laws and ordinances and shall not require
the  Landlord  to  obtain a  variance  or  similar  action  from the  applicable
municipal authority.

      Section 4.3  Landlord  agrees to execute the  Construction  Contract  upon
execution of this Lease by the parties.


                                       2
<PAGE>

      Section 4.4 Promptly following the execution of the Construction Contract,
Landlord shall apply for a building  permit to complete the  construction of the
Building.  Following the issuance of a building permit, Landlord shall cause its
contractor to commence and with due diligence  proceed to construct the Building
and all  required  site  work in  accordance  with  the  agreed-upon  Plans  and
Specifications and pursuant to the terms of the Construction Contract.

      Section 4.5 All construction  shall be performed by Landlord's  contractor
in a good and workmanlike manner, in compliance with all applicable laws, orders
and regulations.  All building permits,  temporary and permanent certificates of
occupancy and the government  approvals  required to construct and to permit the
occupancy of the Building as an office building shall be obtained by Landlord at
its cost and expense. The foregoing permits to be obtained by Landlord shall not
include any licenses or use permits  required from any State or Federal  banking
regulatory agency.

      Section  4.6  During  the course of  construction,  subject to  applicable
building codes and regulations, Tenant may enter the Building for the purpose of
inspecting the work,  taking  measurements,  making plans and  constructing  its
Tenant  improvements;  however,  Tenant  agrees  that it shall not  unreasonably
interfere with Landlord's construction work and Landlord shall have no liability
to Tenant for damage to any property of Tenant stored on the Demised Premises.

      Section 4.7 Changes to the Plans and Specifications may be made by Tenant,
subject to the  reasonable  approval of  Landlord,  only after a written  change
order,  setting  forth the  specific  change  requested  by Tenant  and the cost
thereof, has been executed by Tenant,  Landlord and Landlord's  contractor.  Any
and  all  additional   charges  required  by  the  Tenant  or  any  governmental
authorities for the  construction of the Building and other  improvements at the
Demised  Premises  which are not included in Contract Sum of  $3,182,797.00  set
forth in the  Construction  Contract shall be paid directly by the Tenant to the
Landlord's  contractor.  All  decisions as to all exterior  Building  colors and
landscaping plan shall be made by Tenant.

      Section 4.8 Any and all work that Tenant shall request Landlord to do with
respect  to  Tenant  finishings  and the  like  shall  be done  by  Landlord  or
Landlord's  contractor  pursuant to a separate written agreement entered into by
and between said parties.

      Section 4.9 Landlord shall use all  reasonable  efforts to ensure that the
construction  of the  Building and all  required  site work is  completed  and a
Certificate  of Occupancy  for the Building is obtained in  accordance  with the
terms of the Construction Contract.


                                    ARTICLE 5

                                      RENT


                                       3
<PAGE>

      Section 5.1 During the Term of this Lease,  Tenant covenants and agrees to
pay to Landlord an annual net rent as follows:

      The parties  acknowledge  that the annual net rent to be paid by Tenant to
Landlord shall be established in accordance with the chart set forth in Schedule
C attached  hereto  and made a part  hereof,  subject to the 5-year  adjustments
pursuant to the formula noted thereon.  As used herein and in Schedule C hereto,
the term "total project cost" shall mean: (i) the Construction  Cost,  including
and any  "Reimbursable  Expenses"  described in section 13.2 of the Construction
Contract;  (ii) engineering fees; (iii) mortgage financing costs and fees, legal
and accounting  fees,  construction  interest  costs,  and other so-called "soft
costs";   (iv)  the  sum  of  Eight  Hundred  Thousand   Dollars   ($800,000.00)
attributable  to the  fair  market  value  of the land  comprising  the  Demised
Premises.

            (a) With respect to the "total project costs" referred to above, the
      following limitations to said costs shall apply:

                  (i) the effective annual interest rate of Landlord's permanent
            mortgage  financing,  including  points and brokerage fees amortized
            over  the  term of the loan  period,  shall  not  exceed  seven  and
            one-half percent (7-1/2%);

                  (ii)  any  and  all  "soft  costs",  other  than  construction
            interest costs, including but not limited to engineering fees, legal
            and accounting fees,  zoning and application  fees, costs related to
            the Landlord's purchase of the Bank Building as described in Section
            32.4 below , mortgage financing costs and fees and any "Reimbursable
            Expenses"  described  in section 13.2 of the  Construction  Contract
            shall not exceed the total sum of two hundred  twenty-five  thousand
            dollars  ($225,000.00);  and,  except for those costs related to the
            Landlord's  purchase of the Bank Building as described above,  shall
            be  limited  to those  costs and  expenses  directly  related to the
            development of the Demised Premises.

                  (iii) subject to the  provisions of section 4.7 and 5.6 below,
            "total project costs" shall not exceed the sum of $4,357,797.00.

            (b) In the event that the residential  parcel  adjoining the Demised
      Premises to the east (the "Adjoining  Parcel") is acquired by the Landlord
      within five (5) years from the date hereof,  Landlord shall have the right
      to modify the access  driveway to the project site from Elm Street and, if
      necessary,  reconfigure  parking  spaces and  landscaping  on the  Demised
      Premises in connection therewith;  provided,  however, that Landlord shall
      be  responsible  for  repairing  any damage to the  parking  areas  and/or
      landscaping at the Demised Premises caused by any such modification and/or
      reconfiguration.  In such  event,  Tenant  shall pay to Landlord an amount
      equal  to  one-half  (1/2) of the  total  cost  expended  by  Landlord  in
      connection  with:  (a) the  acquisition  of the  Adjoining  Parcel and (b)
      modification  of  the  access  driveway  to  the  Demised  Premises   from
      Elm   Street  (collectively,  the  "Parcel  Development Costs");  provided


                                       4
<PAGE>

      however,  notwithstanding  anything to the  contrary  herein,  in no event
      shall the amount  payable  by Tenant to  Landlord  hereunder  be more than
      $125,000.00  as a  result  of  the  acquisition  and  development  of  the
      Adjoining  Parcel as described  above.  Such Parcel  Development  Costs of
      Landlord  shall  include  but not be  limited  to the  purchase  price and
      closing costs in connection with the  acquisition of the Adjoining  Parcel
      together  with all costs  associated  with the  relocation  of the  access
      driveway including  engineering and reasonable legal fees, zoning fees and
      construction costs..  Tenant shall pay to Landlord its share of the Parcel
      Development  Costs as described  above in cash within  thirty (30) days of
      its  receipt  of an  invoice  from  Landlord  for same  accompanied  by an
      itemized statement detailing said Parcel Development Costs.

            Upon  acquisition of the Adjoining  Parcel and the construction of a
      relocated entrance way into the project site of which the Demised Premises
      are a part, Landlord shall perform,  at is sole cost and expense,  any and
      all  necessary  work on the Demised  Premises  and the  Adjoining  Parcel,
      including the  acquisition of all permits,  which may be required in order
      to  accomplish  said  access  relocation  and shall  grant  Tenant and its
      successors  and  assigns,  the right to use,  in common with  others,  the
      relocated access way serving the project site for pedestrian and vehicular
      ingress  and egress for the  balance of the  remaining  term of this Lease
      (including  any  renewal  term).  Any  and  all  expenses  of  any  nature
      attributable to the use, operation and maintenance of the Adjoining Parcel
      shall be the sole and exclusive  responsibility  of the Landlord and shall
      not be  passed on to the  Tenant.  The  details  of the  construction  and
      location of the relocated  access  driveway and any other  construction by
      Landlord  in  connection  therewith  on the Demised  Premises  shall be in
      accordance with the plans and the approval therefor granted by the Town of
      Enfield.

      Section 5.2 All of the monthly rental installments  referred to in Section
5.1 of this Article above, shall be due and payable on the first business day of
each and every month throughout the Term of this Lease in advance.

      Section 5.3 It is the intention and  understanding of the parties that the
annual net rent hereunder  shall be paid to Landlord  absolutely net and without
any deduction,  set-off, counterclaim or abatement whatsoever, except as in this
Lease is otherwise  specifically provided.  Accordingly,  if, at any time during
the term of this  Lease,  under  the laws of the  State  in  which  the  Demised
Premises are located or a political  subdivision thereof, a tax or excise solely
on rents or other tax,  however  described,  payable solely with respect to real
property  and/or the rents from real property or any part thereof,  is levied or
assessed by said State or  political  subdivision  thereof  against the Landlord
and/or  on the  Demised  Premises  and/or  on the rent or any part  thereof,  in
addition to or as a substitute in whole or in part for taxes presently  assessed
or imposed by said State or any of its  political  subdivisions,  on the Demised
Premises or on any part  thereof,  Tenant  covenants  and agrees  that  promptly
following its receipt from Landlord of the statement from such taxing authority,
it shall pay and  discharge all such taxes or excises on rents or any other such
taxes  or   excises  on   rents (to  the  extent  that  such  taxes  or  excises
on   rents  would   be   payable   if   the   Landlord  had  no  income    other


                                       5
<PAGE>

than that derived from the Demised Premises) before any fine, penalty,  interest
or cost may be added thereto for the non-payment thereof.

      Section 5.4 If,  during the term of this Lease,  Tenant  shall fail to pay
any  installment  of annual net rent to Landlord  within ten (10) days following
the date that the same is due and payable, such unpaid installment of annual net
rent shall bear  interest at the rate of twelve (12%) percent per annum from the
date that it was due to the date that it is paid to Landlord.

      Section 5.5 The  Commencement  Date of this Lease and the date that Tenant
shall  become  obligated  to pay  annual  net rent shall be the first day of the
calendar  month  immediately  following  the date the  Building is suitable  for
occupancy by Tenant as a result of the substantial completion by Landlord of all
construction  required by the Plans and  Specifications.  The Commencement  Date
shall not be extended as a result of any unfinished work or installations  which
are not  the  Landlord's  responsibility  hereunder  . As  soon  as  practicable
following the parties ascertainment of said date, the parties shall enter into a
lease modification agreement setting forth the Commencement Date and the amounts
of the annual net rent payable  throughout  the term of this Lease as calculated
in accordance with Schedule C.

      Section  5.6 The amount of the Net Rent  payable by Tenant to  Landlord in
accordance  with Schedule C is specifically  contingent upon Landlord  obtaining
from Tenant  construction and permanent mortgage financing in an amount not less
than 90% of the "total  project costs" defined in Section 5.1 above at an annual
interest rate of seven percent (7%) fixed for a 25 year term without points,  as
described in the commitment  letter  attached hereto as Schedule D. In the event
that the  Tenant,  as lender,  does not  provide  such  financing,  the Net Rent
payable hereunder shall be adjusted in accordance with Schedule C to reflect the
interest  rate  differential  and  Tenant  shall  be  responsible  to  reimburse
Landlord,  at the  time of  Landlord's  mortgage  closing,  for the  incremental
additional  costs incurred by Landlord  attributable  to the increased  costs of
obtaining alternative  financing,  provided said additional costs are reasonable
and  customary  and  provided  that  in the  event  Landlord  obtains  alternate
financing at an interest rate above 9% per annum, the adjustment in the Net Rent
payable by Tenant shall be based upon a maximum alternate rate of 9% per annum.

                                    ARTICLE 6

                       PAYMENT OF TAXES, ASSESSMENTS, ETC.

      Section 6.1 Tenant covenants and agrees to pay, before any fine,  penalty,
interest or cost may be added  thereto  for the  non-payment  thereof,  all real
estate  taxes,  assessments,   water  rates  and  sewer  rents,  and  all  other
governmental   charges,   general  and  special,   ordinary  and  extraordinary,
unforeseen as well as foreseen, of any kind and nature whatsoever, including but
not limited to  assessments  for public  improvements  or benefits (all of which
taxes,  assessments,  water  rates  and   sewer  rents  and  other  governmental
charges  are   hereinafter   referred    to   as    "impositions"),   that   are


                                       6
<PAGE>

assessed,  levied, confirmed,  and/or imposed, and/or that become a lien upon or
become payable in respect of the Demised Premises or any part thereof, including
without  limitation  all  lawful  charges  made by any  public  or  quasi-public
authority by reason of any use by Tenant,  or any one  occupying any part of the
Demised Premises,  or any undertenant,  during the term of this Lease. If by law
any such imposition is payable, or may at the option of the taxpayer be paid, in
installments,  then  Tenant  may  pay  the  same  in  installments  as the  same
respectively  become due and before any fine,  penalty,  interest or cost may be
added thereto for the non-payment thereof; provided,  however, that, if Landlord
so  requests,  Tenant  shall  pay to  Landlord  the full  amount of each of such
impositions in twelve (12) equal monthly installments in advance;  said payments
to be made, upon direction from Landlord,  on the same dates that the annual net
rent reserved  hereunder is due and payable and to be  predicated  upon the last
issued  tax bill,  so that,  upon the  expiration  of each one (1) year  period,
Landlord  shall  have  in  its  possession  funds  sufficient  to pay  all  such
impositions.  Landlord agrees that it shall exercise its right to require Tenant
to pay such impositions in monthly  installments  only in the event that and for
so long as the first mortgagee of the Demised Premises shall require Landlord to
pay the same to it in monthly installments. Any interest payable thereon by such
first mortgagee shall belong to Tenant.

      Section  6.2 Any  imposition  relating  to a fiscal  period of the  taxing
authority,  a part of which period is included within the term of this Lease and
a part of which is included in a period of time prior to the  Commencement  Date
or after the expiration of this Lease,  whether or not such imposition  shall be
assessed, levied, confirmed, imposed or become a lien upon the Demised Premises,
or shall  become  payable  during the term of this Lease,  shall be adjusted and
prorated as between Landlord and Tenant, so that Landlord shall pay that portion
of such imposition for that part of such fiscal period included in the period of
time prior to the  Commencement  Date and after the expiration of this Lease and
Tenant shall pay that portion of such imposition for that portion of such fiscal
period  included within the term of this Lease.  It being  understood,  however,
that,  with respect to any imposition for public  improvements or benefits which
by  law  is  payable,  or at  the  option  of  the  taxpayer  may  be  paid,  in
installments,  Landlord shall pay the  installments  thereof that become due and
payable prior to the Commencement  Date and subsequent to the expiration of this
Lease,  and Tenant  shall pay those  installments  that  become due and  payable
during the term of this Lease, all without any apportionment of such imposition.

      Section 6.3 Except as specifically provided in Section 5.3 of Article 5 of
this Lease,  nothing in this Lease  contained  shall  require  Tenant to pay any
income,   franchise,   corporation,   revenue,   excise,   gift,  rent,  estate,
inheritance, succession, capital levy or transfer tax of the Landlord.

      Section 6.4 Tenant covenants to furnish to the Landlord  original receipts
of  the  appropriate  taxing  authority,  or  photostatic  copies  or  duplicate
originals,  or other appropriate  written evidence thereof,  evidencing payment,
before  any  fine,  penalty,  interest,  or cost  may be added  thereto  for the
non-payment   thereof,  of   all  impositions   herein  provided  to   be  borne
or paid    by   Tenant.   Tenant    agrees   to   furnish   said    receipts  to


                                       7
<PAGE>

Landlord within thirty (30) days after the payment of said  impositions and also
to furnish  copies  thereof once each year either to Landlord or to such persons
as Landlord may designate, including, without limitation, any fee mortgagee.

      Section 6.5 Tenant may pay any such imposition under protest,  and, at its
own cost and  expense,  may take such action as it may elect to procure a refund
of all or any part of such  imposition  so paid,  and such  action may be taken,
filed, instituted and prosecuted in the name of Tenant and/or Landlord, or both,
but at Tenant's  own expense and free of all costs and expense to  Landlord.  In
the event that Tenant, as a result of any such action, shall recover any sums in
the name of Landlord, such sums shall belong to Tenant.

      Section 6.6 Tenant  shall not be required to pay,  discharge or remove any
such  imposition or the lien upon the Demised  Premises  resultant  therefrom so
long  as it  shall  proceed  to  contest  the  validity  or  amount  thereof  by
appropriate legal proceedings,  provided that (a) Tenant, before such imposition
shall become  delinquent,  (i) shall give notice to Landlord of the intention of
Tenant to contest the same,  such notice to specify the amount to be  contested,
and, (b) such contest and the legal proceedings thereon shall operate to prevent
the happening of all of the  following:  (i) the collection of the imposition so
contested;  (ii) the sale or  forfeiture  of the  Demised  Premises  or any part
thereof to satisfy the  imposition  so  contested;  (iii) the  appointment  of a
receiver  because of the  non-payment of the  imposition so contested;  (iv) any
default for  non-payment  of such  imposition  under any mortgage on the Demised
Premises.  While such legal proceedings are pending and Tenant is not in default
with  respect to any of the deposits  provided  for in this Section 6,  Landlord
shall  not  have  the  right to pay,  remove  or  discharge  the  imposition  so
contested.  Tenant, in making the deposits in this Section 6 provided for, shall
be entitled to credit for any sums on deposit with the applicable authorities on
account  of the  imposition  so  contested,  provided  that  such sums have been
deposited  under  conditions  that will  insure  that such sums will be  applied
toward the payment of such  imposition.  If the amount at any time on deposit as
above,  on account of any  imposition so  contested,  shall be less than 125% of
such unpaid imposition,  together with the penalties, interest and other charges
accrued thereon,  Tenant, upon demand of Landlord, shall deposit additional cash
in the amount of such deficiency. Tenant shall have the right to cause the funds
so  deposited,  or any  part  thereof,  to be  deposited  with  or  paid  to the
applicable  authorities on account of any such  imposition or to be deposited as
security for any bond  required in order to enable  Tenant  legally to prosecute
such contest.  If Tenant,  after making such deposit,  shall fail to continue to
contest the unpaid portion of such imposition by appropriate  legal  proceedings
and,  as a  result  of such  failure,  Tenant  thereby  makes  possible  (a) the
collection  thereof,  or (b) the sale or forfeiture of the Demised Premises,  or
any part  thereof,  to satisfy the same,  or (c) the  appointment  of a receiver
because of the non-payment  thereof,  or (d) a default,  for non-payment of such
imposition,  under any mortgage on the Demised  Premises,  then,  in any of such
events,  Landlord  may cause such  deposit to be applied to the  payment of such
imposition, together with accrued penalties, interest and other charges, in such
manner   and    at   such   time   as   Landlord   shall   determine.   If   the
sums   deposited   pursuant  to   this  Section  6  shall  be   insufficient  to


                                       8
<PAGE>

pay the full amount of the  imposition,  together with  penalties,  interest and
other charges, Landlord may pay the deficiency,  and the amount of such payment,
with  interest  thereon  at the rate of 12% per annum,  shall be and  constitute
additional rent hereunder due from Tenant to Landlord at the next rental payment
day  following  such  payment.  Upon the  payment in full of the amount  finally
determined  to be due and  payable,  including  interest,  penalties  and  other
charges, with respect to any imposition contested as provided in this Section 6,
any balance of the funds  deposited  under this  Section 6 as a condition to the
right to  prosecute  such  contest and not  utilized in  effecting  such payment
(together with accrued interest) shall be paid to Tenant.

      Section 6.7 Tenant shall be entitled to any refund of any such  imposition
and all  penalties,  interest and other charges  thereon which have been paid by
Tenant or which shall have been paid by Landlord  and for which the Landlord has
been fully reimbursed, but no interest, penalty or other charge shall be payable
by  Landlord  to Tenant for or in respect to any such  amount,  unless  Landlord
shall have received the same from the authority in question.

      Section  6.8 A  certificate,  advice or bill of the  appropriate  official
designated  by law to make or issue the same or to  receive  payment of any such
imposition,  reciting the  non-payment  of any such  imposition,  shall be prima
facie evidence that such imposition was due and unpaid at the time of the making
or issuance of such certificate, advice or bill.

      Section  6.9 Tenant  may,  if it shall so desire,  endeavor at any time or
times to obtain a lowering of the assessed valuation on the Demised Premises for
any tax year  during the term of this Lease for the  purpose of  reducing  taxes
thereon,  and, in such event,  Landlord  will,  at the request of the Tenant and
without  expense to the  Landlord,  cooperate  with Tenant in  effecting  such a
reduction.  Tenant shall be authorized to collect any tax refund relating to any
period during the Lease term payable as a result of any proceeding  which Tenant
may  institute for that purpose and any such tax refund shall be the property of
the Tenant to the  extent to which it may be based on a payment  made by Tenant,
subject,  however, to an apportionment  between the Landlord and the Tenant with
respect to taxes paid in the year in which the term of this  Lease  ends,  after
reducing  from such refund the cost and  expenses,  including  attorneys'  fees,
incurred in connection with obtaining such refund.

                                    ARTICLE 7

                                    INSURANCE

      Section 7.1 Tenant shall,  at its sole cost and expense,  keep the Demised
Premises  insured for the benefit of  Landlord,  Tenant,  and any fee  mortgagee
thereof,  to the  full  insurable  value of all  improvements  which at any time
comprise  a part of the  Demised  Premises.  The  policies  or  certificates  of
insurance  to be  obtained  by  Tenant  shall be (a) fire  insurance  with  full
extended   coverage,  which  policies  may,  at  Tenant's   option  (i)  contain
an   80%   or   90%   co-insurance   clause   and  (ii)  be  furnished  under  a


                                       9
<PAGE>

blanket  policy,  and (b)  insurance  against  such other  risks of a similar or
dissimilar  nature  (including,  but not limited to,  coverage for vandalism and
malicious  mischief),  as are or shall be  customarily  covered  with respect to
improvements  similar  in  construction  and  general  location  and  use to the
improvements then comprising a part of the Demised Premises.  All such insurance
coverage  shall  contain  a  "replacement  cost  endorsement"   satisfactory  to
Landlord's first mortgagee.

      Section 7.2 Tenant shall also,  at its sole cost and expense,  but for the
mutual benefit of Landlord,  and Tenant,  maintain  comprehensive general public
liability insurance,  under a blanket policy if Tenant so elects, against claims
for personal  injury,  death and property damage occurring upon, in or about the
Demised  Premises  (including  coverage for  elevators,  if any,  located on the
Demised Premises), all driveways, roads, passageways,  streets, sidewalks, curbs
and vaults,  if any,  appurtenant  thereto or  constituting  a part thereof,  to
afford  customary  protection of not less than $1,000,000 with respect to injury
or death to a single person,  of not less than $3,000,000 with respect to injury
or death in any one  accident  and of not less than  $500,000  with  respect  to
property damage.

      Section  7.3  Tenant  agrees  to  deposit  with  Landlord,  prior  to  the
Commencement  Date,  originals  or duplicate  originals of all of the  insurance
policies or  certificates  providing  all of the aforesaid  insurance  coverage.
Replacement  policies or  certificates  shall be deposited as aforesaid prior to
the  expiration  dates of the policies  which they replace and shall provide the
same coverage, except when otherwise directed by Landlord. Each hazard insurance
policy  shall  include  a  mortgagee  endorsement  in  favor  of  and  in a form
acceptable to Landlord's  first mortgagee,  and each liability  insurance policy
shall name Landlord's first mortgagee as an additional insured.

      Section  7.4 All  policies or  certificates  of  insurance  referred to in
Section 7.1 of this Article  shall  provide that the proceeds  thereof  shall be
payable to Tenant, Landlord, and any mortgagees of the fee or leasehold as their
respective  interests may appear and shall further provide that they will not be
canceled for any reason  whatsoever  without  first  providing  Landlord and any
mortgagees  of the fee with at least  thirty  (30) days  written  notice of such
intended cancellation.  All such policies or certificates of insurance shall, to
the extent obtainable,  provide that any loss shall be payable to Landlord,  and
all fee mortgagees,  notwithstanding any act or negligence of Tenant which might
otherwise result in a forfeiture of said insurance.

      Section 7.5  Notwithstanding  any other  provision  of this Article 7, all
policies of insurance shall be  satisfactory  to all reasonable  requirements of
Landlord's mortgagee and shall name the Landlord as a named insured thereon. All
policies or  certificates of insurance shall be written with companies rated "A"
or better with a size rating of "V" or larger by A. M. Best  Company in its most
recent publication of ratings,  and duly authorized to provide such insurance in
the State of Connecticut.  Such policies or  certificates  shall be delivered to
Landlord    endorsed   "Premium Paid"   by   the   company   or  agency  issuing
the   same,  or  accompanied  by   other  evidence  reasonably  satisfactory  to


                                       10
<PAGE>

the Landlord  that the  premiums  thereon (a) have been paid or (b) are not then
delinquent, if such premiums are, by agreement with the company or agent issuing
the same, paid  retrospectively;  all replacement policies or certificates shall
be so delivered  not less than fifteen  (15) days prior to the  cancellation  or
termination of any then current policy or certificate.

      Section 7.6 It is the intention of the parties that Tenant shall take out,
maintain  in force at all  times,  pay for and  deliver to  Landlord  all of the
policies or certificates of insurance  hereinabove referred to at such times and
in such manner so that Landlord shall at all times during the term of this Lease
be in possession of policies or certificates that are in full force and effect.

      Section 7.7 Tenant also covenants and agrees to pay and to provide for the
benefit of Landlord and Landlord's  mortgagee such other  insurance  policies or
insurance  coverage as the Tenant,  in its capacity as Landlord's  mortgagee may
require.

                                    ARTICLE 8

                 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

      Section 8.1 Tenant covenants and agrees that, if it shall at any time fail
to pay any tax or excise on rents or other tax as defined  and  provided  for in
this Lease, or fail to pay any imposition  pursuant to the provisions of Article
6 above, or fail to take-out,  pay for, carry,  maintain, or deliver to Landlord
any of the insurance  policies or certificates  provided for in Article 7 above,
or fail to make any other  payment  or  perform  any other act on its part to be
paid or performed as in this Lease is provided,  Landlord  may, but shall not be
obligated so to do, without  waiving or releasing  Tenant from any obligation of
Tenant  in this  Lease  contained,  pay any  such  tax or  excise  on  rents  or
imposition,  effect any such insurance  coverage and pay premiums  therefor,  or
make any other payment or perform any other act on the part of Tenant to be paid
or performed as is in this Lease provided,  in such manner and to such extent as
Landlord  may  deem  desirable.  Any and all  obligations,  costs  and  expenses
incurred  by  Landlord in making any such  payment or  performing  any such act,
together  with  interest  thereon at the rate of twelve  percent (12%) per annum
from the date on which  the same were  paid,  shall be  deemed  additional  rent
hereunder and, except as is otherwise in this Lease expressly provided, shall be
payable to Landlord on demand or, at the option of Landlord, may be added to any
rent then due or thereafter  becoming due under this Lease, and Tenant covenants
to pay any such sum or sums with interest as aforesaid  and Landlord  shall have
(in  addition  to any other  right or remedy of  Landlord)  the same  rights and
remedies in the event of the nonpayment  thereof by Tenant as in the case of the
default by Tenant in the payment of annual net rent due hereunder.

      Notwithstanding   anything   contained  above,  Landlord  shall  not   pay
any  such  tax  or  excise  on  rents  or  imposition, effect any such insurance
coverage  and   pay  premiums   therefor,  or   make   any   other   payment  or
perform  any  other  act  on  the part   of  Tenant  to  be  paid  or  performed
as  is  in  this  Lease  provided,  until  such  time  as  Landlord  shall  have


                                       11
<PAGE>

provided Tenant with written notice of Tenant's default and Tenant shall fail to
cure the same within thirty (30) days thereafter,  provided that, in the case of
a non-monetary  default which cannot with due diligence be cured within a thirty
(30) day  period,  the time of  Tenant  within  which to cure the same  shall be
extended  for such period as may be  necessary to complete the same with all due
diligence.

                                    ARTICLE 9

                             REPAIRS AND MAINTENANCE

      Section 9.1 Landlord shall assign to Tenant on the Commencement  Date each
and every warranty which Landlord has received from any party who was in any way
responsible  for the  construction  of any and all  improvements  constructed in
accordance with the provisions of this Lease.

      Section 9.2 Tenant covenants throughout the entire term of this Lease, and
at its sole cost and expense, to take good care of the Demised Premises,  and to
keep the same in good order and condition,  except only for reasonable  wear and
tear incident to the use of the Demised  Premises for the purposes  permitted by
this  Lease;  and Tenant  further  covenants,  subject to said  exception,  with
reasonable  promptness  at Tenant's own cost and expense,  to make all necessary
repairs, interior and exterior, structural and non-structural, latent or patent,
ordinary as well as  extraordinary,  foreseen as well as  unforeseen,  in and to
said Demised Premises.  Tenant's obligation to make any such repairs as a result
of a casualty loss at the Demised  Premises shall be subject to all of the terms
and  provisions set forth in Article 18 hereof.  When used in this Article,  the
term "repairs" shall include  replacements  or renewals when necessary,  and all
such repairs made by Tenant shall, to the extent reasonably feasible,  be equal,
or at Tenant's option, better, in quality and class to the original work. Tenant
shall keep and maintain the building and all portions of the Demised Premises in
a clean and orderly condition,  free of accumulated dirt and rubbish,  and shall
keep all driveways, , passageways,  sidewalks, and curbs, if any, located within
the boundaries of the Demised Premises, free from snow and ice.

      Notwithstanding  anything  set forth in this Article  above,  in the event
that any structural  component of the Building requires  replacement at any time
when less than five (5) full years remain on the term of this Lease, as the same
may be extended by  agreement of the  parties,  then in such event,  the cost of
such replacement shall be borne by the Tenant;  provided,  however,  that Tenant
shall not be obligated to expend more than Two Hundred  Fifty  Thousand  Dollars
($250,000.00)  for the  replacement  of any such  structural  components  of the
Building, in the aggregate,  over said five (5) year period. As used herein, the
term "replacement" shall not mean and include repairs,  regardless of the nature
of such  repairs  but shall be solely  limited to a  situation  where a complete
replacement of such structural component of the Building is required.

                                   ARTICLE 10


                                       12
<PAGE>

                    COMPLIANCE WITH ORDERS, ORDINANCES, ETC.

      Section 10.1 Tenant  covenants,  throughout  the entire term of this Lease
and at its sole cost and expense, promptly to comply with all present and future
laws and ordinances and the orders,  rules,  regulations and requirements of all
federal,   state   and   municipal   governments   or  other   governmental   or
quasi-governmental authorities having or asserting jurisdiction over the Demised
Premises  and the  appropriate  departments,  commissions,  boards and  officers
thereof, foreseen or unforeseen, ordinary as well as extraordinary,  and whether
or not  the  same  require  structural  repairs  or  alterations,  which  may be
applicable to the Demised  Premises,  any part thereof,  or the use or manner of
use of the Demised  Premises.  Tenant will likewise  observe and comply with the
requirements of all policies of public  liability,  fire and all other insurance
which are at any time in force with respect to the Demised Premises.

      Section 10.2 It is the  understanding and agreement of Landlord and Tenant
that this is an absolutely net lease and that Tenant throughout the term of this
Lease shall have and hereby assumes,  except as otherwise  expressly provided in
this Lease, all duties and obligations with relation to the Demised Premises and
the use, maintenance and operation thereof,  whether such duties and obligations
would  otherwise  be construed  to be those of Landlord or Tenant,  so that,  no
matter from what source arising,  if anything shall be ordered or required to be
done or omitted to be done in, at,  upon or about the Demised  Premises,  during
the term of this  Lease,  all of the same  shall  be done and  complied  with by
Tenant, at the sole cost and expense of Tenant,  without any expense,  liability
or obligation whatsoever to or upon Landlord.  Notwithstanding the foregoing, in
no event shall Tenant be responsible for payment of the legal or accounting fees
of Landlord during the term of this Lease unless otherwise expressly  authorized
hereunder.

      Section 10.3 Tenant shall have the right to contest,  by appropriate legal
proceedings,  without  cost or expense to  Landlord,  the  validity  of any law,
ordinance,  order, rule,  regulation or requirement of the nature referred to in
this Article 10 and, if compliance with any such law,  ordinance,  order,  rule,
regulation or  requirement  may legally be held in abeyance  without  subjecting
Landlord to any liability of whatsoever  nature for failure to comply therewith,
which  liability  is not  otherwise  assumed  by Tenant at no cost or expense to
Landlord, Tenant may postpone compliance therewith until the final determination
of such proceedings, provided that all such proceedings shall be prosecuted with
all due diligence and dispatch. Any such action may be taken, filed,  instituted
and  prosecuted  in the  name of  Tenant  and,  if so  required,  in the name of
Landlord, but at the sole cost and expense of Tenant.


                                   ARTICLE 11

               CHANGES AND ALTERATIONS BY TENANT/EXPANSION RIGHTS


                                       13
<PAGE>

      Section 11.1 Subject to the  provisions  of this Article 11,  Tenant shall
have the right at any time and from time to time  during the entire term of this
Lease,  to make or permit to be made such changes,  alterations and additions to
the Demised  Premises,  as Tenant shall deem  necessary or  desirable.  All such
changes,  alterations and additions to the Building,  shall in all cases be made
subject to the following conditions, which Tenant covenants to fully perform and
observe:

            (1) No change,  alteration,  addition or new  construction  shall be
      undertaken  unless and until: (a) Tenant shall have provided Landlord with
      written  notice  thereof;  and (b) Tenant shall have procured and paid for
      any and all permits and  authorizations of all federal,  state,  local and
      municipal   departments  or  other   governmental  or   quasi-governmental
      authorities  having  jurisdiction,  and  Landlord  agrees  to  join in the
      application  for such permits or  authorizations  whenever  such action is
      necessary.

            (2) No structural  change or new  construction  of any kind shall be
      undertaken, nor shall any change or alteration or related group of changes
      or  alterations  involving  an  estimated  cost of more  than  $25,000  be
      undertaken,  until  suitable  plans and  specifications  have  first  been
      submitted to and approved in writing by Landlord,  which approval Landlord
      agrees not unreasonably to withhold, delay or defer.

            (3) All changes, alterations,  additions and new construction,  when
      completed,  shall be of such a  character  as not to reduce  or  otherwise
      adversely affect the value of the Building,  building  equipment and other
      improvements comprising parts of the Demised Premises immediately prior to
      any such work,  nor to reduce the cubic  content of said  Building  nor to
      diminish the general utility of the Building or the appurtenances thereto,
      nor to adversely affect the value of the Demised Premises as a whole.

            (4) All  work  done  in  connection  with  any  change,  alteration,
      addition  or new  construction  shall be done  promptly  and in a good and
      workmanlike manner and in compliance with all building and zoning laws and
      with all laws, ordinances,  orders, rules, regulations and requirements of
      all  federal,   state  and  municipal   governments  and  the  appropriate
      departments, commissions, boards and officers thereof. All such work shall
      be  prosecuted  and  completed  with due  diligence  and  dispatch.  It is
      understood and agreed that, as used in this Article, the term "changes and
      alterations" shall not be construed to mean repairs and upkeep required as
      the result of normal wear and tear.

            (5) On the termination of this Lease, all improvements and additions
      which  Tenant  may  have  made to the  Building  comprising  a part of the
      Demised  Premises as well as any new  improvements  of any kind and nature
      whatsoever  which Tenant may hereafter  cause to be erected,  constructed,
      added,  or  installed  in, at, or upon any part of the land portion of the
      Demised Premises, shall become the sole and absolute property of Landlord.


                                       14
<PAGE>

                                   ARTICLE 12

                                MECHANICS' LIENS

      Section  12.1  Tenant  shall not  suffer or permit any  mechanics'  liens,
materialman's  liens or other liens to be filed against the Demised  Premises or
any part  thereof by reason of work,  labor or services  performed  or materials
supplied  or  claimed  to have been  performed  or  supplied,  whether  prior or
subsequent to the date of this Lease,  for Tenant or any one holding the Demised
Premises or any part  thereof  for,  through or under  Tenant.  If any such lien
shall at any time be filed against the Demised Premises,  Tenant shall cause the
same to be  discharged  of record  within  thirty  (30)  days  after the date of
receipt of notice by Tenant of the  filing of the same.  Landlord  agrees  that,
should it receive  notice of the  aforesaid  filing,  it will  thereupon  send a
notice to Tenant, whereupon the aforesaid thirty (30) days period shall begin to
run; provided, however, that, if Tenant shall receive prior actual notice of the
aforesaid filing, whether official or not, then the thirty (30) day period shall
commence to run upon the receipt of such prior  actual  notice.  If Tenant shall
fail to discharge such mechanic's  lien or other lien within such period,  then,
in addition to any other right or remedy of  Landlord,  the  Landlord  may,  but
shall not be obligated to, discharge the same by paying the amount claimed to be
due without  inquiry into the validity of the same.  Any amount paid by Landlord
in  procuring  the  discharge  of  such  lien  and all of  Landlord's  necessary
disbursements, including attorneys' fees, in connection therewith, with interest
thereon at the rate of 12% per annum from the date of  payment,  shall be repaid
by Tenant to Landlord on demand  and,  if unpaid,  may be treated as  additional
rent as provided in Article 8 above.

      Section  12.2  Tenant,  however,  shall have the right to contest any such
lien or liens,  provided  that,  within  thirty  (30) days after any  sending of
notice by Landlord as  aforesaid  or receipt of actual  notice that the lien has
attached to the Demised  Premises,  whichever  shall sooner occur,  Tenant shall
give notice to Landlord of its intention to so contest the same,  such notice to
specify the amount of the lien or liens to be contested,  and provided  that, at
the time of the giving of such notice,  Tenant shall deposit with Landlord in an
interest bearing account, a sum equal to 125% of the amount of the lien or liens
to be contested,  and provided  further that Tenant shall proceed to contest the
validity or amount of such lien or liens by appropriate legal proceedings. While
such legal  proceedings are pending and Tenant is not in default with respect to
any of the deposits  provided for in this Section 12.2,  Landlord shall not pay,
remove or discharge  any such lien so  contested.  If Tenant,  after making such
deposit,  shall  fail to  contest  the  validity  or  amount of any such lien by
appropriate  legal  proceedings  which shall operate  effectively to remove such
lien from the Demised Premises, Landlord shall apply such deposit to the payment
of such lien, all accrued interest,  and any and all other charges in connection
therewith, in such manner and at such time as Landlord shall determine,  and the
balance,  (with accrued  interest) if any, shall be paid to Tenant.  If the sums
deposited with Landlord  pursuant to this Section 12.2 shall be  insufficient to
pay such lien or liens and accrued interest,  with all other charges incurred in
connection  therewith  or  related  thereto,  Landlord  may,  but  shall  not be
obligated to, pay the same. Any


                                       15
<PAGE>

amount so paid by Landlord  with  interest  thereon at the rate of 12% per annum
from the date of such  payment  shall be repaid by Tenant to  Landlord on demand
and if unpaid may be treated as additional rent as provided in Article 8 above.


                                   ARTICLE 13

                                      WASTE

      Section  13.1 Tenant  covenants  and agrees not to do or suffer any waste,
damage,  disfigurement  or injury to the Demised Premises or any part thereof or
permit or suffer any overloading of floors.


                                   ARTICLE 14

                    INSPECTION OF PREMISES BY LANDLORD, ETC.

      Section  14.1  Tenant  agrees  to  permit   Landlord  and  the  authorized
representatives  of Landlord to enter the Demised  Premises at all times  during
usual business hours for the purpose of inspecting the same.  Tenant also agrees
to permit Landlord and the authorized  representatives  of Landlord to enter the
Demised  Premises at all times during usual business hours and at any other time
for the  purpose  of making  any  repairs  or  performing  any other work on the
Demised Premises that,  pursuant to the terms of this Lease,  Tenant is required
but has failed to perform,  or that Landlord may deem necessary to prevent waste
or deterioration in connection with the Demised  Premises,  if Tenant has failed
to make such repairs,  perform such work or take such steps deemed  necessary to
prevent  such waste or  deterioration  after  thirty (30) days  advance  written
notice  thereof by Landlord to Tenant.  Nothing in this Section 14.1 shall imply
any duty upon the part of  Landlord  to do any such  work,  and the  performance
thereof by Landlord shall not constitute a waiver of Tenant's default in failing
to  perform  the same.  Landlord  may  during  the  progress  of any work  being
performed  by it in the  Demised  Premises,  keep and  store  upon  the  Demised
Premises all necessary materials, tools and equipment. Landlord shall not in any
event be liable for inconvenience,  annoyance,  disturbance, loss of business or
other damage to Tenant by reason of such inspection,  the making of repairs, the
performance of any work in the Demised Premises or on account of the bringing of
materials,  supplies and equipment into or through the Demised  Premises  during
the course  thereof,  and the  obligations  of Tenant under this Lease shall not
thereby be affected in any manner whatsoever.  Landlord shall,  however,  in the
performance  of any such  work,  endeavor  to create  as  little  inconvenience,
annoyance,  disturbance,  loss of  business,  or other  damage  to Tenant as may
reasonably be possible under the circumstances.

      Section 14.2 All of the rights of Landlord set forth in Section 14.1 above
shall be subject to reasonable security rules and banking regulations applicable
to banking institutions.


                                       16
<PAGE>

      Notwithstanding  anything  contained  in this  Article  above,  except for
emergency situations where prior notice is not feasible,  Landlord shall provide
Tenant with at least twenty-four (24) hours prior notice of Landlord's intent to
inspect the Demised Premises.

                                   ARTICLE 15

               ASSIGNMENT, SUBLETTING, MORTGAGING, AND ATTORNMENT

      Section 15.1  Provided no default  exists  under this Lease,  Tenant shall
have the right to sublet all or any part of the Demised  Premises with the prior
written  permission  of Landlord,  which  permission  shall not be  unreasonably
withheld,  delayed or deferred.  Any such subletting,  if agreed to by Landlord,
shall not in any way relieve Tenant of its responsibilities hereunder, including
the payment of annual net rent, impositions and additional rent.

      Section 15.2 Should Landlord consent to any such sublease, Landlord agrees
that, upon request by Tenant, it will enter into an agreement with any sublessee
of Tenant who has agreed to pay a rent to Tenant which,  when coupled with other
rents to be paid by Tenant for space still  occupied by it and other rents to be
received  by  Tenant  from its  subleesees,  will be at least  equal to the rent
required to be paid by Tenant to Landlord in accordance  with the  provisions of
this Lease,  which  agreement  shall provide that  Landlord  shall give any such
sublessee  duplicate  notice of default by Tenant  under the terms of this Lease
and any such  sublessee  shall  thereafter  and within the time  prescribed  for
curing of defaults by Tenant  hereunder,  have the same rights as Tenant to cure
any such default.

      Section  15.3  Provided no default  exists  under this  Lease,  the entire
interest and only the entire  interest of Tenant herein  (including  all options
accorded to Tenant) may at any time be  assigned or  transferred  by Tenant with
the  prior  written  consent  of  the  Landlord,  which  consent  shall  not  be
unreasonably withheld,  delayed or deferred. Any such assignment or transfer, if
agreed  to  by   Landlord,   shall  not  in  any  way  relieve   Tenant  of  its
responsibilities   hereunder,   including   the  payment  of  annual  net  rent,
impositions and additional rent.

      Section 15.4 Provided no default exists under this Lease,  the interest of
Tenant  herein may at any time be assigned or  transferred  by Tenant and Tenant
may  sublet  the  whole  or any  part of the  Demised  Premises,  on one or more
occasions,  to  "wholly-owned  subsidiaries" or "affiliates" of Tenant or to any
"successor entity" of Tenant, without the prior written consent of Landlord. For
purposes of this Section a  "wholly-owned  subsidiary"  of Tenant shall mean any
corporation  all of whose  outstanding  voting stock shall at the time be owned,
directly  or  indirectly,  by  Tenant,  by  one  or  more  of  its  wholly-owned
subsidiaries or by a majority of Tenant's then  shareholders.  An "affiliate" of
Tenant  shall  mean any entity  which  directly  or  indirectly  controls  or is
controlled  by or is under common  control with Tenant and a "successor  entity"
shall mean (i) an entity  into which or with which  Tenant,  its  successors  or
assigns, is merged or consolidated,  in


                                       17
<PAGE>

accordance  with  any  applicable   statutory   provisions  for  the  merger  or
consolidation  of entities,  provided  that, by operation of law or by effective
provisions  contained  in  the  instruments  of  merger  or  consolidation,  the
liabilities of the entities  participating in such merger or  consolidation  are
assumed by the entity  surviving such merger or  consolidation or (ii) an entity
acquiring this Lease,  the good will and all or  substantially  all of the other
property and assets of Tenant,  its  successors or assigns,  and assuming all or
substantially all of the liabilities of Tenant,  its successors and assigns,  or
(iii) any successor to a successor entity becoming such by either of the methods
described  in clauses (i) and (ii);  provided  that,  immediately  after  giving
effect to any such merger or consolidation,  or such acquisition and assumption,
as the  case may be,  the  entity  surviving  such  merger  or  created  by such
consolidation  or acquiring  such assets and assuming such  liabilities,  as the
case may be, shall have assets, capitalization and a net worth, as determined in
accordance with generally accepted accounting principles,  at least equal to the
assets,  capitalization and net worth,  similarly  determined,  of Tenant on the
commencement  date of this  Lease  or of  Tenant,  its  successors  or  assigns,
immediately  prior to such  merger  or  consolidation  or such  acquisition  and
assumption,  as the case may be,  whichever is the greater.  The  acquisition by
Tenant,  its successor or assigns,  of all or  substantially  all of the assets,
together with the assumption of all or substantially  all of the obligations and
liabilities,  of any entity,  shall be deemed to be a merger of such entity into
Tenant for purposes of this Section.

      Section  15.5  If the fee  estate  of the  Demised  Premises  is or  shall
hereafter be  mortgaged,  and if Tenant shall be notified in writing of any such
mortgage and of the name of the mortgagee and an address in the United States to
which notices for such mortgagee may be sent or delivered, then, so long as such
mortgage  shall  remain  unreleased  of  record,  whenever  notice of default is
required by this Lease to be given to Landlord,  notice of Landlord's default in
the  performance  of any of the terms of this  Lease of the same kind and in the
same manner and for the same length of time as is hereby required to be given to
Landlord shall also be given to such  mortgagee;  and such mortgagee  shall have
the right (without being required so to do and without  thereby  assuming any of
the terms of this  Lease) to cure such  default  within the same time and in the
same manner and with the same effect as Landlord might cure the same. This Lease
shall not terminate or be terminable by Tenant by reason of the  foreclosure  of
any  mortgage  permitted  by the terms of this  Lease.  Tenant  agrees,  without
further  instruments  of  attornment in each case, to attorn to any mortgagee or
purchaser  at a  foreclosure  sale who  comes  into  possession  of the  Demised
Premises  as the result of the  foreclosure  of a mortgage  permitted  under the
terms of this  Lease,  as the case may be,  and to waive the  provisions  of any
statute or rule of law now or  hereafter  in effect which may give or purport to
give  Tenant any right of  election  to  terminate  this  Lease or to  surrender
possession of the Demised Premises in the event that a mortgage  permitted under
the terms of this Lease is foreclosed,  and Tenant agrees that, until and unless
such permitted  mortgagee,  shall elect to terminate this Lease as a result of a
default on the part of Tenant (which, pursuant to the terms of this Lease, would
entitle  Landlord to  terminate  this Lease) this Lease shall not be affected in
any way whatsoever by any such  termination or proceeding.  The word "mortgagee"
as used in this  provision  shall  include a trustee  under a trust  deed in the
nature of a mortgage,  and the word  "mortgage" as used in this provision  shall
include a trust deed in the nature of a


                                       18
<PAGE>

mortgage, but shall only include a first mortgage.


                                   ARTICLE 16

                     PUBLIC UTILITY CHARGES AND CONNECTIONS

      Section  16.1 Tenant  shall  promptly pay or cause to be paid when due all
charges for gas,  electricity,  light, heat, power, water, sewerage and/or other
public utility and telephone or other  communication  service used,  rendered or
supplied for, at, upon or in connection with the Demised Premises throughout the
entire  term of this  Lease and  Tenant  agrees  to  indemnify  and does  hereby
indemnify  and save Landlord  harmless  against any liability or damages on such
account.  Tenant shall also,  at its sole cost and expense,  procure any and all
necessary permits, licenses and other authorizations required for the lawful and
proper  installation  and  maintenance  in, on, at,  over or across the  Demised
Premises of wires, pipes, conduits, tubes and other equipment and appliances for
use in  supplying  any such  service to,  for,  upon or in  connection  with the
Demised  Premises.  If at any  time so  requested  by a duly  authorized  public
utility,  and provided the same does not unreasonably or substantially  diminish
or impair the use or value of the Demised Premises nor  unreasonably  impair its
appearance,  Landlord  agrees  during  the  term  of this  Lease  to join in the
execution of an easement for the purpose of providing  additional  utilities for
said Demised Premises.


                                   ARTICLE 17

                    INDEMNIFICATION AND CONDITION OF PREMISES

      Section 17.1 Tenant  agrees to indemnify and save harmless and does hereby
indemnify  and save  harmless  the  Landlord,  and the  holder  of any fee first
mortgage on the Demised  Premises,  against and from any and all claims by or on
behalf of any person or persons, firm or firms, corporation or corporations, and
against  and from any and all  liability,  loss and damage,  and all  reasonable
costs and expenses  thereof,  arising from any work or other thing  what-so-ever
done or occurring in or about the Demised Premises or the buildings thereof, and
Tenant further agrees to indemnify and save harmless,  and does hereby indemnify
and save  harmless  the  Landlord  against  and from any and all claims  arising
during the term of this Lease from any condition of any of the buildings,  other
structures,  sidewalks,  streets,  driveways  or  parking  areas  or  facilities
situated  on the  Demised  Premises,  or  arising  from  any use of the  Demised
Premises, or arising from any breach,  violation or default in respect of any of
the  provisions of this Lease on the part of Tenant to be performed,  or arising
from any violation of any laws or ordinances on the part of Tenant,  its agents,
servants and/or  employees,  or arising from any act or omission of Tenant or of
any of its agents,  contractors,  servants,  employees or licensees,  or arising
from any  accident,  injury or damage of any kind  whatsoever,  occurring in any
manner whatsoever, in, at, upon,


                                       19
<PAGE>

under  or about  the  Demised  Premises  or any part or  aspect  thereof  or the
sidewalks,  streets,  driveways or parking areas or  facilities  situated on the
Demised  Premises,  and from and against  all costs,  reasonable  counsel  fees,
expenses  and  liabilities  incurred  in  connection  with any claim,  action or
proceeding brought or predicated  thereon;  and in case any action or proceeding
be brought  against  Landlord by reason of any such claim,  Tenant  covenants to
resist or defend such action or proceeding by counsel reasonably satisfactory to
the Landlord at Tenant's sole cost and expense.  Nothing  contained herein shall
be so  construed as to exculpate  Landlord or any other  indemnified  party from
liability for any gross negligence or willful  misconduct  committed by Landlord
or its agents, servants,  contractors,  invitees or employees. Each party hereby
waives any claim  against  the other for  consequential  damages,  to the extent
permitted by law, and claims covered by applicable insurance.

      Section  17.2  Landlord  agrees to  indemnify  and save  harmless and does
hereby  indemnify and save harmless the Tenant against and from: (a) any and all
claims by or on behalf of any person or persons,  firm or firms,  corporation or
corporations,  and against and from any and all liability,  loss and damage, and
all costs and  expenses  thereof,  arising  from the breach by  Landlord  of any
warranty or covenant  herein  contained or any work or other thing  what-so-ever
done or occurring in or about the Demised Premises or the buildings thereof as a
result of the gross negligence or willful  misconduct of Landlord or its agents,
servants,  contractors,  invitees or employees in or about the Demised Premises;
and (b) any claim of damage, injury, or loss arising from any breach,  violation
or  default in  respect  of any of the  provisions  of this Lease on the part of
Landlord to be performed.

                                   ARTICLE 18

                       REPAIR, RESTORATION AND REBUILDING

      Section 18.1 Subject to all of the conditions  and provisions  hereinafter
set  forth,  Tenant  covenants  and  agrees  that,  in the event of damage to or
destruction  of the  Building  during the term of this  Lease,  by fire or other
casualty,  it will promptly, at its sole cost and expense,  repair,  restore and
rebuild the same as nearly as is practicable  and reasonable to the condition it
was in  immediately  prior to such damage or destruction or with such changes or
alterations  as  may be  made  in  conformity  with  this  Lease,  such  repair,
restoration or rebuilding to be completed with reasonable  dispatch  (subject to
delays occasioned by fire, explosions, strike, lockout, act of God, inability to
obtain labor or materials,  governmental restriction or similar cause beyond the
control of Tenant).

      Section 18.2 Except as more  specifically  provided below to the contrary,
in the event the Demised  Premises  shall be damaged or  destroyed  by reason of
fire or any other  cause,  the Tenant will  immediately  notify the Landlord and
will repair or rebuild the Building.  Such  reconstruction and repair shall make
the Building at least equal in value to the building existing  immediately prior
to the occurrence and as nearly similar to it in character as is practicable and
reasonable.  Except as provided in Article 18.4 below,


                                       20
<PAGE>

Landlord and Tenant will apply and make  available  the net proceeds of any fire
or other  casualty  insurance,  after  deduction  of any  costs  or  collection,
including  attorneys  fees for repairing or  rebuilding as the same  progresses.
Before  beginning  repairs or  rebuilding or letting any contracts in connection
with repairs or rebuilding,  Tenant will submit for Landlord's  approval,  which
approval Landlord will not unreasonably withhold or delay, complete and detailed
plans and  specifications  for the repairs or rebuilding of Tenant's work. After
receiving  Landlord's  approval of those plans and  specifications,  Tenant will
begin the repairs or rebuilding  and will prosecute the repairs or rebuilding to
completion with reasonable diligence,  subject,  however, to strikes,  lockouts,
acts of God,  embargoes,  governmental  restrictions  and  other  causes  beyond
Tenant's  control.  Tenant will  obtain and  deliver to Landlord a temporary  or
final  certificate of occupancy  before the Demised  Premises are reoccupied for
any  purpose.  The repairs or  rebuilding  will be  completed  free and clear of
mechanics'  or other liens and in  accordance  with the  building  codes and all
applicable laws, ordinances,  regulations or orders of the State of Connecticut,
the Town of Enfield  or other  applicable  authority  affecting  the  repairs or
rebuilding and also in accordance with all  requirements of the insurance rating
organization,  or similar body,  and any liability  insurance  company  insuring
Landlord against liability for accidents related to the Demised Premises.

      If at any time  during  the last two (2) years of the term of this  Lease,
the  Building is so damaged by fire or  otherwise  that the cost of  restoration
exceeds fifty percent (50%) of the replacement value of the Building  (exclusive
of foundations)  immediately prior to the damage, either Landlord or Tenant may,
within  thirty  (30) days after such  damage,  give  notice of its  election  to
terminate this Lease and this Lease will cease on the tenth (10th) day after the
delivery of that notice.  Monthly rent will be apportioned  and paid to the time
of termination.  If this Lease is so terminated,  Tenant will have no obligation
to repair or rebuild  and the  entire  insurance  proceeds  will be paid over to
Landlord.  Tenant  shall have the right to receive the proceeds of any policy of
insurance which may specifically insure Tenant's property.  In the event of such
termination,  except for obligations then accrued, Tenant shall be released from
any further liability hereunder.

      Section 18.3 All proceeds of insurance recovered on account of such damage
or destruction,  except such sums as any fee mortgagee may claim,  and the cost,
if any, of such recovery, shall be deposited in an interest bearing account with
said fee  mortgagee if required by such fee  mortgagee,  otherwise  with another
depositary  satisfactory  to all parties  having an  interest in said  insurance
proceeds.  All such proceeds  shall be applied by such  depositary to the extent
necessary  for the  payment of the cost of  repair,  restoration  or  rebuilding
(hereinafter  referred to as the "work") and shall be paid out from time to time
to the Tenant as such work  progresses  upon the  written  request of the Tenant
which shall be accompanied by proper  affidavits and valid waivers of lien and a
certificate of the architect or engineer in charge of the work stating: (a) that
the sum requested is justly due to the contractors, subcontractors, materialmen,
laborers,  engineers,   architects  or  other  persons,  firms  or  corporations
rendering  services  or  materials  for such  work,  or is  justly  required  to
reimburse the Tenant for expenditures made by the Tenant in connection with such
work, and, when added to all


                                       21
<PAGE>

sums  previously paid out by such  depositary,  does not exceed the value of the
work  done to the date of such  certificate,  and (b) that the  insurance  money
remaining  in the  hands  of  such  depositary,  will  be  sufficient  upon  the
completion  of such  work to pay for the same in full.  The  Tenant  shall  also
furnish such depositary at the time of any such payment with evidence reasonably
satisfactory  to the Landlord and such  depositary that there has not been filed
with respect to the Demised  Premises any mechanic's lien or other lien that has
not been  discharged  of  record in  respect  of any work,  labor,  services  or
materials  performed,  furnished or supplied or claimed to have been  performed,
furnished or supplied in connection with any such work.  Such  depositary  shall
not be required to pay out any insurance  money when the Demised  Premises shall
be  encumbered  with, or under the law may be  encumbered  with,  any such lien,
except to the extent said funds are to be utilized to satisfy such lien.  If the
insurance  money in the hands of such  depositary,  and such other sum,  if any,
deposited with the Landlord pursuant to Article 12 above,  shall be insufficient
to pay the entire cost of such work,  the Tenant  agrees to pay the  deficiency.
Upon the  completion of the work and payment in full thereof by the Tenant,  the
Landlord shall turn over to the Tenant, upon submission of proof satisfactory to
the  Landlord  that the work has been paid for in full,  the balance of any sums
(with accrued  interest)  deposited with the Landlord by the Tenant  pursuant to
Article 12 above and then remaining in the hands of the Landlord. If there shall
be a balance of insurance money after the whole cost of the work shall have been
defrayed  therefrom,  then in each such  case,  all  remaining  insurance  money
recovered as a result of such loss shall be delivered to Landlord. If the amount
of said  insurance  money is not  sufficient to pay the whole cost of said work,
then in such case, the entire amount of any such shortfall  shall be paid by and
at the sole cost of  Tenant.  In the event  that  Tenant  shall  fail to repair,
restore and rebuild the Building in  accordance  with this Article 18,  within a
reasonable  period of time following such damage or  destruction,  Landlord,  in
addition to any other remedy or remedies which it may have, shall have the right
to use all sums then on deposit  with the  depositary  mentioned in this Section
above,  as a fund to defray  all costs and  expenses  which may be  incurred  by
Landlord in fulfilling and  performing  the  obligations of Tenant which are set
forth in this Article 18.

      Section 18.4  Landlord  shall not be  responsible  for the  collection  or
non-collection  of any insurance money in any event, but only for such insurance
money as it may receive as Landlord, and Landlord agrees that, in the event that
it shall fail or shall be unable to collect any proceeds of insurance to be held
as herein provided, the Tenant shall be and hereby is subrogated to and shall at
all times,  so long as it is not in default  under this  Lease,  have all of the
rights of the Landlord in and to any and all  insurance  monies,  subject to the
rights  of any fee  mortgagee,  for  the  purpose  of  repairing,  restoring  or
rebuilding the Demised  Premises or any portion thereof pursuant to the terms of
this Article 18.

      Section  18.5 If the Demised  Premises  shall be  destroyed  or damaged in
whole or in part by fire or other casualty and any mortgagee(s)  shall claim any
portion or all of any insurance  proceeds  payable as a result of said damage or
destruction, Landlord agrees to turn over to the depositary mentioned in Section
18.2 of this Article an amount equal to the insurance  proceeds claimed and paid
over to said  mortgagee(s).  Such


                                       22
<PAGE>

amount(s)  shall be  payable  by  Landlord  at such time as the  payment of said
insurance  proceeds is made to said mortgagee(s);  provided however,  (a) in the
event that such  damage or  destruction  shall  occur at a time when a period of
less than five (5) full years remains  unexpired on the term of this Lease,  and
(b) in the further  event that any  mortgagee(s),  as a result of such damage or
destruction,  shall claim from such insurance  proceeds,  a sum or sums of money
which total in excess of one million  ($1,000,000.00)  Dollars, the Landlord, at
its option,  in lieu of turning  over the  amount(s) of the  insurance  proceeds
which was claimed and paid over to said mortgagee(s) to the depositary mentioned
in 18.3 of this  Article,  within sixty (60) days  following  the date that said
mortgagee(s) shall make such claim(s) in writing,  shall have the right to serve
Tenant with written notice of Landlord's  election to terminate this Lease,  and
thereupon  this Lease shall cease on the tenth (10th) day after delivery of such
notice.  Monthly rent will be apportioned and paid by Tenant to the time of such
termination. In the event of such termination, except for obligations accrued as
of the date of such  termination,  Tenant  shall be  released  from any  further
liability  hereunder Landlord shall use all  commercially-reasonable  efforts to
negotiate  with its fee mortgagee a clause in the mortgage deed  permitting  the
use of insurance proceeds to repair and/or reconstruct the Building.

      Section 18.6 It is specifically understood and agreed that, subject to the
provisions of Section 18.4 of this Article 18, notwithstanding the provisions of
any  applicable  statute,  Tenant  shall not be  entitled,  unless this Lease is
canceled  pursuant to said Section  18.4,  to any  abatement of rent,  or of any
other sum or sums required to be paid to Landlord  pursuant to the terms of this
Lease,  during  the  period  of time  that the  Building  may  remain  unfit for
occupancy, either totally or partially, as the result of fire or other casualty.

      Section  18.7  Notwithstanding  any other  provision  of this Lease to the
contrary but subject to the  provisions of Section 18.5 above,  Tenant shall not
be obligated to repair and/or restore the Building as provided hereunder: (a) if
the  applicable  insurance  proceeds  are not made  available to the Tenant as a
result of any action or inaction on the part of the  Landlord or any  mortgagee;
or (b) in the event of a casualty  caused by the Landlord  which  results in the
denial of  insurance  coverage by the insurer of the  Building,  which denial is
upheld by any legal  action  brought  by  Landlord  or Tenant  challenging  such
coverage denial; or (c) in the event the Landlord's mortgagee shall claim all or
any portion of such insurance proceeds and the Landlord shall fail to deposit an
equivalent sum with the depository for the repair of the Building as provided in
Section 18.5 above.


                                   ARTICLE 19

                                  CONDEMNATION

      Section  19.1 In the event of either a  partial  or a total  taking of the
Demised  Premises  during the term of this Lease,  Landlord shall provide Tenant
with prompt  written  notice  thereof For the purpose of this Article,  the term
"proceedings"  shall mean  proceedings  involving  the  exercise of the power of
eminent domain; the term "net


                                       23
<PAGE>

award" shall mean the total monetary award granted in any such  proceedings less
any reasonable  expenses and  attorneys'  fees of the Landlord and the Tenant in
collecting  the  gross  award,  which  fees and  expenses  shall in each case be
retained by or paid to the Landlord or the Tenant as the case may be.

      Section 19.2  Subject to the  provisions  of this  Article 19  hereinafter
contained,  in the event of a taking of less than all of the  Demised  Premises,
this Lease  shall  continue  in full force and effect and Tenant  shall apply so
much of the net award as reasonably may be required (the balance,  if any, to go
to the  Landlord),  for the repair,  restoration  and  rebuilding of the Demised
Premises, and, subject to the provisions of Section 19.4 of this Article 19, the
Tenant shall remain  liable for the payment of the annual net rent and all other
charges provided for in this Lease.  Notwithstanding the foregoing, in the event
of a partial  taking of the  Demised  Premises,  during  the  period of  repair,
restoration  or  rebuilding  of the Building by Tenant  pursuant to Section 19.3
below,  annual net rent payable by Tenant  hereunder shall be reduced during the
period of repair,  restoration or rebuilding in the same ratio as the portion of
the Building taken bears to the total square footage of the Building.

      Section 19.3 Subject to the provisions of Section 19.5 of this Article, if
there shall be a partial taking of the Demised Premises, the net award recovered
(except such sums as any fee  mortgagee(s)  may claim and less the cost, if any,
of such recovery)  shall be deposited in an interest  bearing  account with said
fee  mortgagee  if  required  by such  fee  mortgagee,  otherwise  with  another
depositary  satisfactory to all parties having an interest in such proceeds. All
such proceeds shall be applied by such depositary to the extent necessary to the
payment of the cost of repair,  restoration or rebuilding  (hereinafter referred
to as the  "work") and shall be paid out from time to time to the Tenant as such
work  progresses  upon  the  written  request  of the  Tenant,  which  shall  be
accompanied by proper  affidavits and valid waivers of lien and a certificate of
the  architect  or  engineer  in  charge  of the work  stating  (a) that the sum
requested  is  justly  due  to  the  contractors,  subcontractors,  materialmen,
laborers,  engineers,   architects  or  other  persons,  firms  or  corporations
rendering  services  or  materials  for such  work,  or is  justly  required  to
reimburse the Tenant for expenditures made by the Tenant in connection with such
work, and, when added to all sums previously paid out by such  depositary,  does
not  exceed  the  value of the work  done to the date of such  certificate.  The
Tenant shall also furnish such  depositary  at the time of any such payment with
evidence reasonably  satisfactory to the Landlord and such depositary that there
has not been filed with respect to the Demised  Premises any mechanic's  lien or
other lien that has not been discharged of record in respect of any work, labor,
services or materials  performed,  furnished or supplied or claimed to have been
performed,  furnished  or  supplied  in  connection  with  any such  work.  Such
depositary  shall not be  required  to pay out any such money  when the  Demised
Premises shall be encumbered  with, or under the law may be encumbered with, any
such lien,  except to the extent said funds are to be  utilized to satisfy  such
lien. Upon the completion of the work and payment in full thereof by the Tenant,
the  Landlord  shall  turn  over  to  the  Tenant,   upon  submission  of  proof
satisfactory  to the  Landlord  that the work  has  been  paid for in full,  the
balance of any sums (with accrued  interest)  deposited with the Landlord by the
Tenant  pursuant  to


                                       24
<PAGE>

Article 12 above and then remaining in the hands of the Landlord. If there shall
be a balance  of  condemnation  proceeds  after the whole cost of the work shall
have been defrayed therefrom, then in each such case, all remaining condemnation
proceeds so recovered  for such  partial  taking shall be retained by or paid to
the Landlord. In the event that Tenant shall fail to repair, restore and rebuild
the Building in  accordance  with 19.2 of this  Article 19,  within a reasonable
period of time following such partial taking, Landlord, in addition to any other
remedy or  remedies  which  they may have,  shall have the right to use all sums
then on deposit with the depositary  mentioned in this Section above,  and/or on
deposit with Landlord  pursuant to Article 12, as a fund to defray all costs and
expenses  which may be incurred by Landlord in  fulfilling  and  performing  the
obligations of Tenant which are set forth in Section 19.2 of this Article 19.

      Section  19.4 If there shall be a partial  taking of the Demised  Premises
and any mortgagee(s), shall claim any portion or all of the net award payable as
a result of such taking, Landlord agree to turn over to the depositary mentioned
in Section 19.3 of this Article, an amount equal to the net award so claimed and
paid over to such  mortgagee(s).  Such amount(s) shall be payable by Landlord at
such time as  payment is made to such  mortgagee(s);  provided  however,  in the
event that such partial  taking shall occur at a time when a period of less than
five (5) full  years  remains  unexpired  on the  Initial  Term of this Lease or
remains  unexpired  on any  renewal  term  which  Tenant  may  have  theretofore
exercised, and in the further event that such mortgagee(s),  as a result of such
partial taking,  shall claim from such net award, a sum of money which totals in
excess of one million  ($1,000,000.00)  Dollars, the Landlord, at its option, in
lieu of turning over the amount of the net award which was claimed and paid over
to  said  mortgagee(s)  to the  depositary  mentioned  in  Section  19.3 of this
Article,  within sixty (60) days following the date that such mortgagee(s) shall
make such claim(s) in writing, shall have the right to serve Tenant with written
notice of Landlord's  election to terminate  this Lease and thereupon this Lease
will cease on the tenth (10th) day after  delivery of such notice.  Monthly rent
will be apportioned and paid by Tenant to the time of such  termination.  In the
event of such termination, except for obligations accrued as of the date of such
termination,  Tenant  shall be released  from any further  liability  hereunder.
Landlord shall use all commercially-reasonable efforts to negotiate with its fee
mortgagee  a clause in the  mortgage  deed  permitting  the use of  condemnation
proceeds to reconstruct the Building in the event of a partial taking.

      Section 19.5 If there shall be a total taking of the Demised Premises,  or
if so much of the  Demised  Premises  shall be taken as to render the land which
remains  insufficient to restore said Demised  Premises  substantially  to their
condition and utility  immediately prior to such taking, then in such event this
Lease shall upon such taking terminate,  and the proceeds of such award shall be
paid to Landlord. In the event of such termination,  except for obligations then
accrued,  Tenant shall be released from any further liability hereunder.  In the
event of such  termination,  all monthly rental payments shall be prorated as of
the date of such  termination  and  Landlord  shall refund to Tenant any advance
payments by Tenant for the period subsequent thereto.


                                       25
<PAGE>

      Section 19.6  Notwithstanding  anything  contained in this Article  above,
Tenant  shall  have  the  right to  pursue  any  claim  against  the  condemning
authority,  such as relocation expenses,  etc., which it may have as a result of
such taking.

                                   ARTICLE 20

                              DEFAULT AND REMEDIES

      Section 20.1 If,  during the term of this Lease,  (a) Tenant shall make an
assignment for the benefit of creditors, or (b) a voluntary petition be filed by
Tenant  under any law having for its  purpose  the  adjudication  of Tenant as a
bankrupt  or the  extension  of the time of  payment,  composition,  adjustment,
modification,  settlement or satisfaction  of the liabilities of Tenant,  or the
reorganization  (other than a  reorganization  not involving the  liabilities of
Tenant) or the  liquidation of Tenant,  or (c) an involuntary  petition be filed
against Tenant under any law having for it purpose the adjudication of Tenant as
a bankrupt or the  extension  of the time of payment,  composition,  adjustment,
modification,  settlement or satisfaction  of the liabilities of Tenant,  or the
reorganization  (other than a  reorganization  not involving the  liabilities of
Tenant) or liquidation of Tenant and such petition is not dismissed within sixty
(60) days or (d) a permanent  receiver be  appointed  for any of the property of
Tenant by reason of the  insolvency  of Tenant,  or (e) a temporary  receiver be
appointed  for any of the  property  of Tenant by  reason of the  insolvency  of
Tenant and such  temporary  receiver is not  discharged or removed  within sixty
(60) days,  or (f) any  governmental  authority  or any  officer  thereof,  duly
authorized (other than as provided in (d) and (e) above),  shall take possession
of the business or property of Tenant by reason of the insolvency of Tenant,  or
(g) Tenant is  adjudicated a bankrupt,  the  occurrence of any such  contingency
shall be  deemed a breach of this  Lease and the  Landlord,  at its  option,  in
addition to any other rights or remedies it may have,  shall have the  immediate
right of  re-entry  and may remove all  persons  and  property  from the Demised
Premises and such  property  may be removed and stored in a public  warehouse or
elsewhere at the cost of and for the account of Tenant,  all without  service of
notice or resort to legal process and without Landlord,  or its representatives,
being deemed guilty of trespass or becoming liable for any loss or damages which
may be occasioned thereby.

      Section 20.2 If,  during the term of this Lease,  (a) Tenant shall default
in  fulfilling  any of the covenants of this Lease (other than the covenants for
the  payment of the  annual net rent,  additional  rent,  impositions  and other
charges payable by Tenant hereunder),  or (b) the Demised Premises shall be used
for an unlawful business, Landlord may give to Tenant written notice of any such
default or of the happening of any contingency in this Section 20.2 referred to,
and if, at the  expiration of thirty (30) days after the service of such notice,
the default or the happening of the contingency upon which said notice was based
shall continue to exist or, in the case of a default or contingency  that cannot
with due diligence be cured within a period of thirty (30) days, if Tenant fails
to proceed  promptly after the service of such notice and with all due diligence
to cure the same (it being  intended  that,  in  connection  with a default  not
susceptible of being cured with due diligence  within thirty (30) days, the time
of Tenant


                                       26
<PAGE>

within  which to cure  the same  shall be  extended  for such  period  as may be
necessary to complete the same with all due diligence), Landlord, at its option,
in  addition  to any  other  rights or  remedies  it may  have,  shall  have the
immediate  right of re-entry  and may remove all persons and  property  from the
Demised  Premises  and such  property  may be  removed  and  stored  in a public
warehouse or elsewhere at the cost of and for the account of Tenant, all without
service  of notice  or  resort to legal  process  and  without  Landlord  or its
representatives being deemed guilty of trespass, or being liable for any loss or
damage which may be occasioned thereby.

      Section  20.3 If Tenant  shall  default in the payment of the whole or any
part of the annual net rent and/or  additional  rent,  impositions  or any other
charges expressly reserved hereunder,  or any part of the same, and such default
shall  continue for ten (10) days after the date of Tenant's  receipt of written
notice of same from Landlord,  then Landlord,  at its option, in addition to any
other rights or remedies it may have, shall have the immediate right of re-entry
and may remove all  persons and  property  from the  Demised  Premises  and such
property  may be removed and stored in a public  warehouse  or  elsewhere at the
cost of, and for the account of, Tenant, all without service of notice or resort
to legal  process and without  Landlord,  or its  representatives,  being deemed
guilty  of  trespass,  or being  liable  for any  loss or  damage  which  may be
occasioned  thereby.  Notwithstanding  the  foregoing,  Landlord  shall  have no
obligation to provide Tenant with written notice of a payment  default more than
two (2) times within any twelve (12) month period.

      Section 20.4 Should  Landlord elect to re-enter,  as herein  provided,  or
should it take  possession  pursuant  to legal  proceedings  or  pursuant to any
notice  provided for by law, it may either  terminate  this Lease or it may from
time to time, without  terminating this Lease, make such alterations and repairs
as it may deem necessary in order to relet the Demised  Premises,  and relet the
same or any part  thereof  for such  term or  terms  (which  may be for a period
extending  beyond the term of this Lease) and at such rental or rentals and upon
such  other  terms  and  conditions  as  Landlord  in its  discretion  may  deem
advisable;  upon each such reletting, all rentals received by Landlord from such
reletting shall be applied first, to the payment of any indebtedness  other than
annual net rent due hereunder from Tenant to Landlord; second, to the payment of
any reasonable  and necessary  costs and expenses of such  reletting,  including
brokerage  fees and  attorney's  fees and of costs of  alterations  and repairs;
third,  to the  payment  of annual net rent due and  unpaid  hereunder,  and the
balance,  if any,  shall be held by  Landlord  and  applied in payment of future
annual  net rent as the same  may  become  due and  payable  hereunder.  If such
rentals received from such reletting during any month shall be less than that to
be paid during that month by Tenant  hereunder,  Tenant shall pay any deficiency
to Landlord.  Such  deficiency  shall be calculated  and paid  monthly.  No such
re-entry or taking  possession  of said  Demised  Premises by Landlord  shall be
construed  as an election on its part to  terminate  this Lease unless a written
notice of such intention be given to Tenant or unless the termination thereof be
decreed by a court of competent jurisdiction. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect to terminate this
Lease for such previous breach. Should Landlord at any time terminate this Lease
for any breach,  in


                                       27
<PAGE>

addition  to any other  remedies  it may have,  it may  recover  from Tenant all
damages it may incur by reason of such breach,  including the cost of recovering
the Demised  Premises,  reasonable  attorney's  fees,  and  including  the worth
(discounted to present worth at 7% per annum) at the time of such termination of
the  excess,  if any,  of the amount of annual net rent and  additional  charges
equivalent  to annual net rent  reserved in this Lease for the  remainder of the
stated term over the then  reasonable  rental value of the Demised  Premises for
the remainder of the stated term, all of which amounts shall be immediately  due
and payable from Tenant to Landlord.  In the event of any default on the part of
Tenant, Landlord shall use reasonable efforts to mitigate damages.

      Section  20.5  Tenant  hereby  expressly  waives the  service of notice of
intention  to re-enter as may be provided for in any statute and also waives any
and  all  right  of  redemption  and,  notwithstanding  the  generality  of  the
foregoing,  any right of  redemption in case Tenant shall be  dispossessed  by a
judgment or by warrant of any court or judge. Tenant and Landlord also waive and
will  waive  any and all  right to a trial by a jury in any  action,  proceeding
and/or  summary  proceeding  under this Lease.  The terms  "enter",  "re-enter",
"entry"  or  "re-entry",  as used in this  Lease,  are not  restricted  to their
technical  legal meaning.  Nothing in this Section 20.5 shall be construed to be
or deemed to be a waiver of the notice  required under this Lease to be given by
Landlord to Tenant of any default on the part of Tenant.

      Section  20.6 In case either party shall retain an attorney to enforce the
provisions of this Lease, or if suit shall be brought for recovery of possession
of the Demised Premises,  for the recovery of rent or any other amount due under
the  provisions  of this Lease,  or because of the breach of any other  covenant
herein contained on the part of either party to be kept or performed, the losing
party shall pay to the winning party all expenses incurred therefor, including a
reasonable attorney's fee.

      Section 20.7 In the event of any default or failure or alleged  failure or
default to perform any of the terms, covenants,  conditions and/or provisions of
this Lease by Landlord,  on its part to be paid or performed,  Tenant  covenants
and agrees to give Landlord  written notice thereof and a thirty (30) day period
of time to cure the same prior to Tenant's  instituting or commencing any action
or proceeding  against  Landlord to enforce its rights  hereunder,  and Landlord
shall not be considered to be in breach of this Lease until and unless  Landlord
shall fail to cure such default or failure or alleged  failure or default within
said  thirty  (30) day period.  In the event that  Landlord  through no fault or
neglect on its part,  shall be unable to cure such  default  within  said thirty
(30) day period, such period shall be extended by such additional period of time
required  to cure  defect so long as  Landlord  commences  to cure such  default
within said thirty (30) day period and shall diligently  pursue the same through
completion.


                                   ARTICLE 21


                                       28
<PAGE>

                           EFFECT OF INVALID PROVISION

      Section 21.1 If any term or  provisions  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 invalid
or  unenforceable,  shall not be affected  thereby,  it being the  intention and
understanding  of the parties  hereto that each term and provision of this Lease
shall be valid and shall be enforced to the fullest extent permitted by law.


                                   ARTICLE 22

                          NOTICES, DEMANDS AND REQUESTS

      Section 22.1 All notices,  demands,  and requests that may or are required
to be given by  either  party  to the  other  shall  be in  writing  and  deemed
delivered when actually received;  provided,  however, all notices,  demands and
                                   ------------------
requests by Landlord to Tenant,  shall be sent by United States registered mail,
return  receipt  requested,  postage  prepaid,  or  by  a  nationally-recognized
overnight courier  providing a receipt for delivery,  and mailed or delivered to
Tenant before the Commencement  Date at 660 Enfield Street Enfield,  Connecticut
06082 and after the  Commencement  Date at the address of the  Demised  Premises
"Attention  -  David  O'Connor,   President  and  a  duplicate  thereof  to  Jon
Saperstein,  Esq.,  Saperstein  &  Saperstein,  1341  Main  Street,  3rd  Floor,
Springfield,  Massachusetts  01103 or at such other  place(s) as Tenant may from
time to time designate in a written notice to the Landlord. All notices, demands
and requests by Tenant to the Landlord shall be sent by United States registered
mail, return receipt requested,  postage prepaid, or by a  nationally-recognized
overnight courier  providing a receipt for delivery,  and mailed or delivered to
Landlord at 777 Enfield Street, Enfield, Connecticut, and a duplicate thereof to
Attorney John J. Kindl, Pullman & Comley, LLC, 90 State House Square,  Hartford,
Connecticut 06103. Landlord may change their said addresses,  or either of them,
for said notices, demands and requests by written notice hereunder to Tenant.


                                   ARTICLE 23

                 PROPER USE OF PREMISES, SURRENDER OF POSSESSION

      Section 23.1 Tenant,  in the use and  occupation of the Demised  Premises,
and in the prosecution or conduct of any business therein,  covenants and agrees
to comply  with all  requirements  of all laws,  orders,  ordinances,  rules and
regulations of the federal, state, county and municipal or other governmental or
quasi-governmental authorities having jurisdiction over the Demised Premises and
with any direction or certificate of occupancy issued pursuant to any law or any
public or quasi-public  officer or officers.


                                       29
<PAGE>

Tenant  covenants  that it will  not use or  permit  to be used  any part of the
Demised Premises for any dangerous, noxious, illegal, immoral or offensive trade
or  business,  and will not  cause or  maintain  any  nuisance  in, at or on the
Demised Premises.

      Section 23.2 Tenant shall, on the termination of this Lease,  surrender to
Landlord the Demised  Premises  including all the buildings and structures  then
situated thereon, together with the fixtures and facilities appurtenant thereto,
and together with all  alterations,  additions,  improvements  and  replacements
thereof,  in good order,  condition and repair,  except for reasonable  wear and
tear and subject to the provisions of Articles 18 and 19 of this Lease; provided
that,  within a period of fifteen (15) days  following the effective date of the
termination of this Lease.


                                   ARTICLE 24

                                  ENVIRONMENTAL

      Section  24.1  Tenant,  at Tenant's  expense  shall  comply with all laws,
rules, orders, ordinances,  directions, regulations and requirements of Federal,
State and  municipal  authorities  pertaining  to  Tenant's  use of the  Demised
Premises, including, without limitation, all applicable Federal, State and local
laws,  regulations  or  ordinances  pertaining to air and water  quality,  toxic
substances or Hazardous Materials (as hereinafter defined),  waste disposal, air
emissions and other environmental  matters, and with any direction of any public
officer or officers,  pursuant to law, which shall impose any duty upon Landlord
or Tenant with respect to the use or occupation of the Demised Premises.  Tenant
shall indemnify,  defend and hold Landlord harmless from any claims,  judgments,
damages,  fines, penalties, or liabilities or losses arising during or after the
Lease Term as a result of Tenant's violation of foregoing obligations.

      Section  24.2 As used herein,  the term  "Hazardous  Materials"  means any
hazardous or toxic substance,  material or waste, including, but not limited to,
those substances,  materials,  and wastes listed in the United States Department
of  Transportation  Hazardous  Materials  Table  (49  CFR  172.101)  or  by  the
Environmental  Protection  Agency as hazardous  substances (40 CFR Part 302) and
amendments thereto, or such substances,  materials and wastes that are or become
regulated under any applicable Federal, State or local law.

      Section  24.3  Notwithstanding  any  provision  of this  Article 24 to the
contrary,  Tenant  shall  have  no  obligation  hereunder  with  respect  to the
remediation  or removal of any  Hazardous  Materials  from the Demised  Premises
which  existed  at the  Demised  Premises  prior  to the  date  hereof  or which
environmental  professionals  determine have migrated onto the Demised  Premises
from activities occurring on adjoining properties of third parties.

      Section 24.4 To the best of Landlord's  knowledge,  as of the date hereof,
the Demised Premises are not in violation of any local,  state or federal law or
regulation


                                       30
<PAGE>

relating to the use,  storage or disposal of Hazardous  Materials at the Demised
Premises or any other applicable  environmental  law.  Landlord shall indemnify,
defend and hold Tenant  harmless  from any claims,  judgments,  damages,  fines,
penalties,  or liabilities or losses arising during or after the Lease Term as a
result of the  existence of Hazardous  Materials at the Demised  Premises or the
violation of any applicable  environmental  law relating to the Demised Premises
to the extent such Hazardous Materials or violations of law existed prior to the
effective date of this Lease.

                                   ARTICLE 25

                                 QUIET ENJOYMENT

      Section 25.1 Landlord  covenants  and agrees that Tenant,  upon paying the
annual net rent,  impositions and additional  rent, and all other charges herein
provided  for, and upon  observing  and keeping the  covenants,  agreements  and
conditions  of this Lease on its part to be kept,  shall  lawfully  and  quietly
hold,  occupy  and enjoy the  Demised  Premises  during  the term of this  Lease
without  hindrance or molestation  of Landlord,  subject,  nevertheless,  to the
terms and conditions of this Lease and subject to such  restrictions,  easements
and other  matters as of record  may  appear and as are set forth in  Schedule A
attached  hereto.  To have and to hold the  Demised  Premises  unto  Tenant  and
(subject  to  the  limitations  on  assignability   contained  herein)  Tenant's
successors and assigns, for the term hereof.


                                   ARTICLE 26

                              ESTOPPEL CERTIFICATES

      Section  26.1  Landlord and Tenant each agree at any time and from time to
time,  (but not more than ten (10) times in any twelve (12) month period),  upon
not less than fifteen (15) days' prior  written  request by the other party,  to
execute,  acknowledge  and deliver to such other  party a  statement  in writing
certifying  that this Lease is  unmodified  and in full force and effect (or, if
there  have been  modifications,  that the same is in full  force and  effect as
modified  and stating the  modifications)  and the dates to which the annual net
rent and other charges have been paid.  It is intended  that any such  statement
delivered  pursuant  to this  Article  may be  relied  upon  by any  prospective
purchaser of the fee, or the holder of any mortgage  upon the fee of the Demised
Premises, or any other party or parties dealing with Landlord or Tenant.


                                   ARTICLE 27

                         REMEDIES CUMULATIVE, NO WAIVER

      Section 27.1 The specified remedies to which Landlord may resort under the
terms of this Lease are  cumulative  and are not intended to be exclusive of any
other


                                       31
<PAGE>

remedies or means of redress to which Landlord may be lawfully  entitled in case
of any breach or threatened breach by Tenant of any provision of this Lease.

      Section  27.2 The  failure  of  either  party to insist in any one or more
cases upon the strict  performance  of any of the  covenants of this Lease or to
exercise any option herein contained shall not be or construed to be a waiver or
a relinquishment for the future of such covenant or option.

      Section 27.3 A receipt by Landlord of rent with knowledge of the breach of
any covenant  hereof shall not be deemed a waiver of such breach,  and no waiver
by  Landlord  of any  provision  of this Lease shall be deemed to have been made
unless  expressed  in writing and signed by  Landlord.  In addition to the other
remedies in this Lease provided,  Landlord shall be entitled to the restraint by
injunction of the violation, or attempted or threatened violation, of any of the
covenants, conditions, agreements or provisions of this Lease.


                                   ARTICLE 28

                     SUBORDINATION OF LEASE TO FEE MORTGAGES

      Section 28.1 During the entire term of this Lease, Landlord may place upon
the Demised  Premises such bona fide  mortgage or mortgages as Landlord,  in its
discretion,  may elect to place against the Demised  Premises.  Landlord further
covenants  and agrees  that it will not place or cause to be placed  against the
Demised  Premises,  at any time during the entire term of this Lease,  mortgages
having a combined unpaid principal balance in excess of the fair market value of
the Demised  Premises at the time of such  computation.  Landlord also covenants
and agrees that any mortgage  which it shall place or cause to be placed against
the Demised  Premises,  other than a first  mortgage,  shall contain a provision
which shall permit all of the insurance  proceeds  which may be recovered as the
result  of a fire or other  casualty  or all of the net  award  (as  defined  in
Section  19.1 of Article 19) which may be  recovered  as the result of a partial
taking in eminent domain proceedings, (which partial taking does not result in a
termination  of this  Lease) to be used by Tenant to  rebuild  and  restore  the
Demised Premises to the condition which existed  immediately  prior to such fire
or other casualty or immediately  prior to such partial taking in eminent domain
proceedings, as the case may be.

      Section 28.2 In the event that  Landlord  shall cause a bona fide mortgage
or mortgages to be placed against the fee simple title  interests of the Demised
Premises, Tenant agrees to subordinate its interest in this Lease to the lien of
such mortgage or mortgages and to execute such  instrument of  subordination  as
shall be  required  or  requested  by the holder or  holders  of the same.  This
agreement  on the part of the  Tenant  is  expressly  subject  to the  following
conditions:  Landlord or the applicable mortgagee shall deliver to the Tenant at
or prior to the execution of the subordination  agreement required of Tenant, an
instrument,  in  recordable  form,  executed by the Landlord and the  applicable
mortgagee,  which shall include a statement that so long as


                                       32
<PAGE>

the Tenant continues to pay annual net rent,  impositions and additional rent as
under this Lease are reserved,  and complies with and performs all of the terms,
covenants,  conditions  and provisions on Tenant's part to be paid and performed
under this Lease,  the right of possession of the Tenant to the Demised Premises
shall  not be  affected  or  disturbed  by the  exercise  of any  rights by such
mortgagee, including, without limitation, any foreclosure action brought by such
mortgagee  or any action upon any bond or note  secured by such  mortgage.  Said
instrument  shall  also  provide a  provision  that,  if said  mortgagee  or any
successor in interest  thereto comes into possession or ownership of the Demised
Premises by foreclosure of the said mortgage, this Lease shall not be terminated
by said  foreclosure,  but rather that the Tenant shall attorn to the then-owner
of the Demised  Premises and the then owner of the Demised  Premises may require
the Tenant to attorn to it. Tenant further agrees to execute such  instrument of
attornment  as  shall  be   reasonably   required  or  requested  by  Landlord's
mortgagee(s), which includes provisions that said mortgagee(s) shall not be: (a)
liable  for any  damages  incurred  by Tenant due to an act or  omission  of the
Landlord;  (b) subject to any offsets or defenses  which Tenant may have against
Landlord;  (c) bound by any prepayment of rent by Tenant,  except as required by
the terms of this Lease;  (d) bound by an amendment,  modification  or waiver of
any material term of this Lease unless made with mortgagee(s)'  written consent;
and (e) liable for any  obligation of Landlord  under this Lease with respect to
any property other than the Demised Premises given as security for the loan from
said  mortgagee(s),  and Tenant will look solely to Landlord for performance and
observance  of any and all  such  obligations.  Said  instrument  shall  further
contain a covenant that Tenant shall not subordinate its rights under this Lease
to any other mortgage,  deed of trust or other security  instrument without said
mortgagee(s)'  written  consent and that Tenant  shall  notify  mortgagee(s)  if
Landlord  is in default  under this Lease and provide  mortgagee(s)  thirty (30)
days after receipt of such notice in which to cure the default, extended by such
additional  time as may be  reasonable  under the  circumstances  so long as the
mortgagee(s)  commences  such  cure  within  said  thirty  (30) day  period  and
diligently  pursues a cure, before Tenant invokes any of its remedies under this
Lease. In the event that the Demised Premises are sold or otherwise  disposed of
pursuant  to any  right  or  power  contained  in such  mortgage  or the bond or
promissory  note secured  thereby,  or as the result of  proceedings  thereon or
otherwise  authorized  by law, the  purchaser  of said Demised  Premises at such
sale, or any person  acquiring  title  through or by virtue of such sale,  shall
take title subject to the terms and provisions of this Article. Upon delivery of
such  non-disturbance  instrument to Tenant,  this Lease shall be subordinate to
such mortgage,  without the necessity of the execution of any further instrument
of subordination, at the option of such mortgagee.

      Section 28.3 Landlord  covenants and agrees to timely pay all installments
of principal  and interest  falling due on all  mortgages  which at any time may
exist against the Demised  Premises or any part thereof and to faithfully  abide
sby all of the terms and conditions contained  within any mortgage deed and note
evidencing such mortgage.


                                   ARTICLE 29


                                       33
<PAGE>

                              BROKERAGE COMMISSIONS

      Section 29.1 Tenant  represents  to Landlord  that, in making and entering
into this  Lease,  it dealt with no real  estate  broker  and  Tenant  agrees to
indemnify  and save  harmless  the  Landlord  from and against the claims of any
broker or brokers  with whom  Tenant has dealt in making or  entering  into this
Lease.  Landlord  represents  to Tenant that,  in making and entering  into this
Lease, it dealt with no real estate broker and Landlord shall indemnify and save
harmless  Tenant from and against the claims of any broker or brokers  with whom
Landlord has dealt in making or entering into this Lease.


                                   ARTICLE 30

                                  MISCELLANEOUS

      Section 30.1 The covenants and agreements herein contained, subject to the
provisions  of Section  30.12 of this Article 30 below,  shall bind and inure to
the  benefit of  Landlord,  its  successors  and  assigns,  and,  subject to the
provisions  of Article 15 above,  shall bind and inure to the benefit of Tenant,
its successors and assigns.

      Section  30.2  Tenant  agrees to duly  perform  all of the  covenants  and
obligations required to be performed by it as lessor under any subleases made by
it.

      Section 30.3 The captions,  section numbers, and article numbers contained
in this Lease are inserted only as a matter of convenience and in no way define,
limit,  construe, or describe the size or intent of such sections or articles of
this Lease, nor in any way affect this Lease.

      Section  30.4  The  submission  of this  Lease  for  examination  does not
constitute  a  reservation  of or an option for the Demised  Premises,  and this
Lease  shall  become  effective  only upon  execution  and  delivery  thereof by
Landlord and Tenant.  The parties agree that this instrument is a lease and that
it shall not be construed as an agreement to make a lease.

      Section  30.5 Tenant shall not record this Lease,  but the parties  hereto
agree to  execute a Notice of Lease,  drawn in  accordance  with the  applicable
statutes, if any, of the State in which the Demised Premises are situated, which
Notice of Lease may be recorded by either of the parties hereto.

      Section 30.6 This Lease,  together with all Schedules  attached hereto and
made a part  hereof,  set  forth  all of the  covenants,  promises,  agreements,
conditions  and  understandings  between  the  parties  concerning  the  Demised
Premises,  and there  are no  covenants,  promises,  agreements,  conditions  or
understandings,  either  written or oral,  between them other than as are herein
set  forth.  Except as herein  otherwise


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<PAGE>

provided, no subsequent alteration,  amendment, change or addition in or to this
Lease shall be binding  upon  Landlord or Tenant  unless  reduced to writing and
signed by them.

      Section  30.7 Any holding  over after the  expiration  of the term hereof,
with the consent of  Landlord,  shall be construed to be a tenancy from month to
month at the rent herein  specified  (prorated  on a monthly  basis),  and shall
otherwise  be on all of the terms and  conditions  herein  specified,  so far as
applicable.

      Section 30.8 The use of the neuter  singular  pronoun to refer to Landlord
or Tenant shall be deemed a proper  reference even though Landlord or Tenant may
be an  individual,  a  partnership,  a  corporation  or a  group  of two or more
individuals or corporations.  The necessary grammatical changes required to make
the  provisions  of this Lease apply in the plural sense when there is more than
one Landlord or Tenant to either  corporations,  associations,  partnerships  or
individuals,  males or females,  shall in all  instances be assumed as though in
each case fully expressed.

      Section 30.9 Landlord  agrees to fully cooperate with Tenant in any effort
on the part of Tenant to obtain any approvals,  permits,  and/or  authorizations
from any and all governmental or quasi-governmental agencies having jurisdiction
over the Demised  Premises  which may be  required  in order to lawfully  permit
Tenant to use the Demised  Premises for any purpose  which,  if such  approvals,
permits  and/or  authorizations  were to be obtained,  would be permitted by the
terms of this Lease.

      Section 30.10 As used throughout this entire Lease, the following phrases,
words and terms shall, unless the context otherwise requires, have the following
meanings:

            (a) "Date of  execution of this Lease" shall mean the date that this
      Lease is executed by both Landlord and Tenant.

            (b) "Termination of this Lease" shall mean the expiration or earlier
      termination  of the term of this Lease or the  cancellation  of this Lease
      pursuant to any of the provisions of this Lease or pursuant to law.

      Section  30.11 In the  event of any bona fide  transfer  or  transfers  by
Landlord of its  interest in this Lease,  the  Landlord  (and in the case of any
subsequent  transfers,  the then  assignor)  shall be  automatically  freed  and
relieved,  from and after the date of such  transfer,  of and from all liability
for the  performance or observance of any covenants or obligations of this Lease
on the part of the Landlord  thereafter  to be performed or observed;  provided,
that, (a) Landlord shall notify Tenant of any such transfer stating the name and
address of the  transferee,  (b) any amount which may then be due and payable to
the Tenant by Landlord  under any provision of this Lease shall be promptly paid
by Landlord to the Tenant, and (c) such transferee,  by accepting such transfer,
shall be deemed to have assumed the  obligations of the Landlord  hereunder from
and after the date of such transfer, it being intended hereby that the covenants
and obligations  contained in this Lease on the part of Landlord shall,  subject
as aforesaid,


                                       35
<PAGE>

be binding  upon  Landlord,  its  successors  and assigns,  only in,  during and
throughout  its period of ownership of this Lease.  Notwithstanding  anything to
the  contrary  contained  herein,  Tenant  agrees  that it will  look  solely to
Landlord's  estate in the Demised  Premises as the sole asset for  collection of
any claim,  judgment for damages or enforcement  of any other  judicial  process
requiring payment of money. Tenant agrees that no other assets of Landlord shall
be  subject to levy,  execution  or other  procedures  for the  satisfaction  of
Tenant's rights or remedies.

      Section 30.12 Landlord and Tenant hereby release and relieve the other and
waive their entire claim of recovery for loss or damage to property  arising out
of or incident to fire,  lightning and other perils  included in a standard "all
risk" insurance policy when such property constitutes the Demised Premises or is
in, on or about the Demised Premises,  whether or not such loss or damage is due
to the negligence of Landlord or Tenant, or their respective agents,  employees,
guests, licensees, invitees or contractors. Tenant and Landlord waive all rights
of subrogation against each other on behalf of, and shall use their best efforts
to obtain a waiver of all  subrogation  rights from all  property  and  casualty
insurance referenced above.

      Section 30.13 Tenant shall have the sole and exclusive  right, at its sole
cost and expense and in conformity with applicable laws and ordinances, to erect
and thereafter,  to maintain and/or replace,  if it shall so elect, signs on the
Demised  Premises.  All signage on, in or around the  Demised  Premises  must be
approved  by  Landlord  prior  to  installation,  which  approval  shall  not be
unreasonably withheld. Any and all permits,  licenses or approvals for permitted
signage shall be obtained by Tenant at Tenant's sole cost and expense.

                                   ARTICLE 31

                       LANDLORD'S TITLE AND ALLOWABLE USE

      Section 31.1 Landlord  represents and warrants as a condition of the Lease
that:  (i) it  possesses  good  marketable  fee title to the  Demised  Premises,
subject only to matters  described in Schedule A; (ii) it is  authorized to make
this Lease;  (iii) the provisions of this Lease do not or will not conflict with
or violate the provisions of existing or future agreements  between Landlord and
third parties.

      Section 31.2 Landlord represents and warrants that, as of the date hereof:
(i) there are no pending, or, to the best of its knowledge,  threatened, claims,
causes of action,  foreclosure  proceedings,  filing of involuntary or voluntary
bankruptcy or insolvency petitions,  appointments of receivers,  assignments for
the benefit of creditors,  lawsuits or judgments  against he Demised Premises or
Landlord  if the  same may  affect  title to the  Demised  Premises,  Landlord's
ability to comply with its obligations  under this Lease, or Tenant's use of the
Demised  Premises as herein provided;  and (ii) none of the foregoing  affecting
other  properties  controlled  by or under common  control with  Landlord or any
individual or entity, directly or indirectly through one or more intermediaries,
controlled   by   Landlord  or  under  common  control  with  Landlord,  if  the


                                       36
<PAGE>

same may affect title to the Demised Premises, Landlord's ability to comply with
its  obligations  under this Lease,  or Tenant's use of the Demised  Premises as
herein  provided.  If,  after  the date  hereof,  any such  actions,  petitions,
appointments, assignments or other proceedings are filed or threatened, Landlord
shall notify Tenant within fifteen (15) days of Landlord's knowledge thereof.

      Section 31.3 Landlord has  delivered to Tenant a copy of Landlord's  title
insurance  policy for the Demised  Premises and represents and warrants that the
policy is a true and  complete  copy of the  original;  that  there have been no
changes as of the date of this Lease to any matters set forth in such policy.

      Section  31.4  Landlord  represents  and  warrants  that it has no  actual
knowledge  and  has  not  received  any  notices  or  communications   from  any
governmental or other agency,  that anybody at the Demised  Premises (other than
Tenant) has violated  any Legal  Requirements  with respect to the  acquisition,
handling,  storage,  treatment,  shipment or disposal  of, or any other  matters
pertaining to, the aforementioned materials,  substances,  products, pollutants,
contaminants  and wastes.  Landlord  represents and warrants that neither it nor
the Demised  Premises is subject to any  decree,  order or judgment  relating to
environmental laws or regulations.


                                   ARTICLE 32

                              CONDITIONS PRECEDENT

      Section  32.1 The parties  acknowledge  that prior to obtaining a building
permit for the construction of the Building and all required site work, Landlord
must  obtain  the  permission  of one or more  governmental  authorities  having
jurisdiction over the Demised Premises (the "Governmental Approvals").  Landlord
agrees to apply for the Governmental  Approvals as soon as practicable following
the  execution of this Lease.  All costs  thereof  shall be paid by Landlord and
shall be a part of the total project cost.

      Section 32.2 Tenant  agrees to cause its architect to furnish to Landlord,
at  Tenant's  expense,  such plans and  drawings as  Landlord  shall  reasonably
require in order to obtain all of the Governmental Approvals.

      Section  32.3 In the event that  Landlord,  through no fault or neglect on
its part, is unable to obtain all required Governmental Approvals and all appeal
periods in connection  therewith have expired, on or before six (6) months after
the date hereof,  either party may  terminate and cancel this Lease upon written
notice to the other.

      Section  32.4 This Lease is subject to and  contingent  upon the  Tenant's
sale  of its  present  headquarters  building  located  at 660  Enfield  Street,
Enfield,  Connecticut (the "Bank  Building") on or before the Commencement  Date
for a sum not less than  $525,000.00.  In the event that,  within 120 days after
the date of this Lease,  Tenant  provides  Landlord  with written  notice of its
request that Landlord  purchase the Bank


                                       37
<PAGE>

Building, Landlord shall execute the Purchase and Sale Agreement attached hereto
as Schedule E, and consummate the purchase on or before the  Commencement  Date,
in which event this condition  shall be deemed fully satisfied and of no further
force  or  effect.  At  the  time  of  said  closing  Tenant  shall  execute  an
environmental indemnification agreement in favor of the Landlord with respect to
the  Bank  Building  in  the  form  used  by  Tenant  for  its  commercial  loan
transactions.


                                   ARTICLE 33

                              RIGHT OF FIRST OFFER


      Section 33.1  Landlord  agrees that if at any time during the term of this
Lease,  as the same may be extended by agreement of the parties,  Landlord shall
desire to sell the Demised Premises, then in such event, before placing the same
for sale on the open market,  Landlord shall first offer the Demised Premises to
Tenant  by  advising  Tenant  of the  purchase  price it wants  for the  Demised
Premises and all other relevant terms of such sale (the "Tenant's Right of First
Offer").  Tenant  shall  thereafter  have a period of thirty (30) days to notify
Landlord of its acceptance or rejection of such offer. Failure to respond within
such thirty (30) day period shall  conclusively be presumed to be a rejection of
such offer.  If Tenant accepts such offer,  the parties shall close the purchase
and sale  transaction  within sixty (60) days  following  the  expiration of the
above-mentioned  thirty  (30) day  period.  If Tenant  shall  reject such offer,
Landlord shall have the right to place the Demised Premises for sale on the open
market and to sell the same at a price  which is at least equal to the price set
forth in Landlord's  offer to Tenant and on terms which are no less onerous than
the terms offered to Tenant.  In the event that Landlord is unable to consummate
a sale of the Demised  Premises  at such price and on such terms  within six (6)
months following the expiration of said above-mentioned  thirty (30) day period,
Tenant's Right of First Offer shall be reinstated on the same terms as set forth
above.

      It is specifically conditioned and agreed that in the event of the sale of
the Demised  Premises to a third party pursuant to the terms of this Article 33,
the Tenant's Right of First Offer shall lapse and shall not be binding upon such
third party purchaser.

      It is also  understood and agreed that Tenant's Right of First Offer shall
not be applicable to any transfer of the Demised  Premises  which Landlord shall
at any time elect to make to issue or other family  members of the principals of
the Landlord or to a trust or trusts established for such individuals for estate
planning  purposes;  provided  that,  the  provisions of Tenant's Right of First
Offer shall be binding upon such a transferee.


      IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of
the day and year first above written.


                                       38
<PAGE>

WITNESSES:                        LANDLORD

                                  TROIANO PROFESSIONAL CENTER, LLC


/s/ Nancy Grady                   By: /s/ Anthony Troiano, Jr.
--------------------------            -----------------------------------------
                                      Anthony Troiano, Jr.



/s/ Fred Stroiney                 By: /s/ Frank J. Troiano
--------------------------            -----------------------------------------
                                      Frank J. Troiano
                                      Its Managers
                                      Duly Authorized




                                  TENANT

                                  ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION

/s/ Nancy Grady                   By: /s/ David O'Connor
--------------------------            -----------------------------------------

                                      Its
                                      Duly Authorized CEO
/s/ Fred Stroiney
--------------------------




STATE OF CONNECTICUT :
                     :  ss
COUNTY OF HARTFORD   :

      On this 24th day of November,  2004,  before me the  undersigned  officer,
personally appeared Anthony Troiano,  Jr. and Frank J. Troiano, who acknowledged
themselves  to be the Managers of TROIANO  PROFESSIONAL  OFFICE  CENTER,  LLC, a
limited liability company, and that they, as such Managers,  being authorized so
to do, executed the foregoing instrument for the purposes therein contained,  by
signing  the name of the  limited  liability  company by  themselves  himself as
Managers.


                                       39
<PAGE>

         IN WITNESS WHEREOF, I hereunto set my hand.

                                                     /s/ Nancy Grady
                                                     ---------------------------

                                                     Notary Public




STATE OF CONNECTICUT  )
                      )  ss:
COUNTY OF             )

      On this 24th day of November,  2004,  before me, the undersigned  officer,
personally  appeared  David  O'Connor who  acknowledged  himself to be the Chief
Executive   Officer  of  ENFIELD  FEDERAL  SAVINGS  AND  LOAN   ASSOCIATION,   a
Corporation, and that he, as such Chief Executive Officer being authorized so to
do, executed the foregoing  instrument for the purposes  therein  contained,  by
signing the name of the Corporation by himself as Chief Executive Officer.

      IN WITNESS WHEREOF, I hereunto set my hand.

                                                     /s/ Nancy Grady
                                                     ---------------------------

                                                     Notary Public


                                       40
<PAGE>


                                   SCHEDULE A

                                DEMISED PREMISES


The Demised  Premises are described in the attached legal  description and shown
on the plan attached hereto.






                                       41
<PAGE>


                                   SCHEDULE B

                             ENCUMBRANCES OF RECORD


1.    Any and all provisions of any ordinance,  municipal or other  governmental
      regulation  or public or  private  law,  including  zoning,  planning  and
      inland-wetland regulations of the Town of Enfield.

2.    Declarations, restrictions, covenants, and easements of record.

3.    Real Estate taxes due the Town of Enfield, on the Grand List of October 1,
      2003, not yet due and payable.




                                       42
<PAGE>


                                   SCHEDULE C

                                 ANNUAL NET RENT


The initial Annual Net Rent shall be determined in accordance  with the attached
chart  and  shall be fixed for Lease  years 1  through  5.  Annual  Net Rent for
subsequent  Lease  Years  shall  be  established  by the  computations  for each
subsequent 5-year period as set forth in the attached chart.










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