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                                                                   Exhibit 10.31

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                                   COMMERCIAL
                                      LEASE

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     THIS LEASE is made as of this 2 day of Dec, 2002, by and between Robert D.
Scinto (hereinafter referred to as "Landlord") and the following party
(hereinafter referred to as "Tenant"):

             The Clayton Grp. Inc., and First Madison Services, Inc.

     IN CONSIDERATION of the mutual benefits and obligations set forth in this
Lease, Landlord and Tenant agree as follows:

                                    ARTICLE I
                                  LEASING DATA

     1.01. LEASING DATA. This Article contains data used in other provisions of
this Lease but set forth in this Article for ease of reference. For example,
although the Monthly Base Rent is specified in this Article, Article IV is the
operative provision of the Lease regarding the payment of the Monthly Base Rent.
Whenever any item contained in this Article is more specifically described in a
subsequent Article of the Lease, the more specific description will control.

     (a)  The "Building" is the building in which the Leased Premises is located
          and is known as Two Corporate Drive, Shelton, Connecticut, which
          Building is located on the parcel of land more particularly described
          on Exhibit B attached hereto.

     (b)  The "Leased Premises" is located on the 8th floor of the Building with
          the floor area outline of the Leased Premises being shown as cross
          hatched on Exhibit A, attached hereto.

     (c)  The "Leased Premises Square Footage" is 29,100 square feet.

     (d)  The "Initial Commencement Date" is upon completion of Landlord's
          Initial Fit-Out Work estimated to be December 20, 2002.

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     (e)  The "Initial Term" is the period of time beginning with the Actual
          Commencement Date and ending at the end of the 120th full calendar
          month from and after the Initial Commencement Date.

     (f)  The "Leased Premises Use" is general administrative business offices,
          as well as any related lawful purposes as may be required in the
          conduct of Tenant's business and compatible with a first-class office
          building

     (g)  The monthly "Base Rent" for the Initial Term is as follows:

<Table>
<Caption>
          Period                                Monthly Base Rent
          ------                                -----------------
          <S>                                   <C>
          First 48 months of the Initial Term   $ 21,825 ($9/s.f.)

          Balance of Initial Term               $ 33,950 ($14/s.f.)
</Table>

     (h)  The "Security Deposit" is: $-0.

     (i)  The "Notice Address" for Landlord and Tenant are:

          Landlord:
                Robert D. Scinto
                c/o R. D. Scinto, Inc.
                P.O. Box 880
                Shelton, CT 06484

          Tenant:
                The Clayton Grp. Inc., and First Madison Services, Inc.
                2 Corporate Drive
                Shelton, CT 06484
                Attn: Brian Newman

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ARTICLE II - DEFINITIONS

     2.01.   CAPITALIZED WORDS AND PHRASES. This Lease contains many words and
phrases with initial, capitalized letters. These words and phrases are used as
specially defined terms in an effort to make the Lease easier to read. An effort
has been made to set forth some of the more common defined terms in this
Article, but other Articles may also contain defined terms. Whenever a
capitalized word or phrase is used in this Lease, it shall have the definition
specifically ascribed to it, unless the context of the usage implies otherwise.
Some of the definitions listed below may not be used in the main body of the
Lease. Some definitions which may not be used in the main body of the Lease are
nevertheless listed because in some situations, the Data Section or additional
provisions or exhibits added to the Lease may incorporate the use of such
definitions.

     2.02.   "ADDITIONAL RENT" means any charge, other than the Base Rent,
payable by Tenant to Landlord under any provision of this Lease.

     2.03.   "BUILDING" means the building in which the Leased Premises is
located and "BUILDINGS" means all of the buildings in the Project.

     2.04.   "COMMON AREA" means all portions of the Project other than rentable
spaces in the Building.

     2.05.   "CONSENT" OR "APPROVAL" of Landlord means only the consent or
approval given by Landlord in writing. Which consent or approval shall not be
unreasonably withheld, delayed or conditioned.

     2.06.   INTENTIONALLY OMITTED.

     2.07.   "FISCAL YEAR" means the 12 month periods comprising Landlord's
fiscal year for the purposes of computing Monthly Additional Rent. It is
contemplated that the Fiscal Year will be the calendar year, but Landlord may
choose a Fiscal Year other than the calendar year.

     2.08.   "LANDLORD'S INSURANCE PREMIUMS" means the premiums for Landlord's
Insurance Coverages, Landlord's Insurance Coverages being defined in paragraph
8.02.

     2.09.   "LEASED PREMISES" means the rentable space leased to Tenant at the
Project, as generally described in the Data Section in Paragraph (1.01). A more
particular description of the Leased Premises is all space within the lateral,
upper and lower boundaries, excluding common utility lines and other similar
items, as described below. The lateral boundary of the Leased Premises is the
unfinished face of the sheet-rock and inside surface of the glass on all
demising walls. If any wall is incomplete as of the inception of the Lease, the
lateral boundary shall be the inside face of the demising wall studs until they
are sheet-rocked. For the purposes of this paragraph, a demising wall is any
wall separating the Leased Premises from any other space within its Building and
any exterior Building wall separating the Leased Premises from the outdoors. The
upper boundary of the Leased Premises is the lower surface of the suspended
acoustical ceiling, and if none, the lower surface of the roof or deck of the
next floor above the Leased Premises. The lower boundary of the Leased Premises
is the unfinished surface of the concrete floor. The Leased Premises does not
include any pipe, conduit, duct chase, wire, structural building support column,
or other similar item located within the boundary of the Leased Premises but
which represents a building component that serves portions of the Project
besides only the Leased Premises.

     2.10.   "LEASED PREMISES SQUARE FOOTAGE" means the square footage set forth
in Article I, which represents the agreed upon rentable square footage of the
Leased Premises, which rentable square footage is different than and in excess
of the usable square footage. Landlord represents and warrants that the Leased
Premises was measured and computed in accordance with the boundaries as defined
in Paragraph 2.09 and that all rentable square footage in the Building will be
measured and

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computed in the same manner as Tenant's Leased Premises.

     2.11.   "LEASED PREMISES UTILITY CHARGES" means the charges payable by
Tenant for utility consumption by the Leased Premises, as further described in
paragraph 5.02.

     2.12.   "NOTICE" means only written notification given by one party to the
other. Notice may only be given by: a form of US Mail in which the recipient is
required to sign a receipt (such as certified, return receipt); a nationally
recognized courier service which requires the recipient to sign a receipt (such
as Federal Express or UPS Next Day); and, in the case of Notice to Tenant,
delivery to the Leased Premises and to Landlord, delivery to its management
office at the Project. All Notices will be effective on receipt, except in the
case of delivery to the Leased Premises, in which event the Notice will be
effective as of the date of delivery. Notice must be given to the other party at
the party's Notice Address, or Management Office, except in the case of Notice
to Tenant, which may always be given at the Leased Premises. The Notice Address
for each party is the address listed in the Data Section of this Lease, or to
such other address designated by a party by Notice to the other party, provided,
that Landlord shall not be required to give Notice to more than one address, and
if more than one Tenant address is specified, Landlord may choose any one
address of those designated by Tenant.

     2.13.   "PROJECT" means the Building and the real estate associated with
the Building, the current boundary of which is described on Exhibit B.

     2.14.   "PROJECT OPERATING EXPENSES" means all of the reasonable expenses
incurred by Landlord in the Operation of the Project except for those expenses
which are specifically excluded in this paragraph below, as may be adjusted by
the following sentence. If during all or part of any Fiscal Year the Project has
not been fully occupied, then for the purposes of computing Project Operating
Expenses for such Fiscal Year, Project Operating Expenses shall be those
expenses which would have reasonably been incurred had the Project been fully
occupied and would otherwise qualify as proper Project Operating Expenses. The
preceding sentence shall in no event allow Landlord to receive payment or
reimbursement for more than 100% of the expenses actually incurred by Landlord
for the relevant Fiscal Year. Project Operating Expenses includes, without
limitation: (a) the cost of any personnel of Landlord directly involved in the
operation of the Project, provided such personnel are not above the grade of
building manager and provided that the cost of any personnel serving more
properties than the Building is allocated to the Building only in proportion to
the time spent on the Building business; (b) the cost of equipment and supplies
used in the maintenance and operation of the Project (salt and sand in the
winter months, for example); (c) the cost of keeping the Project in good repair
(repairs & replacements); (d) the cost of utilities serving the Common Area and
utilities serving the Leased Premises other than those in Article 5 hereof
(electricity for the parking lot lighting and HVAC, for example); (e) a
reasonable customary management fee consistent with the operation of a
first-class office building in the local market, not to exceed 5% of Base Rent;
(f) the cost of maintenance and cleaning of the Common Area; (g) the cost of
equipment maintenance contracts; (h) landscaping costs; (i) restriping and
repairing the parking area serving the Project; (j) Landlord's Insurance
Premiums; (k) Project Taxes; and (l) any other item customarily expended for the
maintenance, operation, repair and insurance of the Project. Project Operating
Expenses shall not include; [i] the cost of any structural repairs or structural
replacements for the Building; [ii] the cost of any item that is not reasonable
(which means no rates for any services will be billed in excess of fair market
rates - which may, for example, include a reasonable premium for overtime, after
hours services and emergency services); [iii] any depreciation of any equipment
or of any portion of the Project; [iv] any income tax imposed upon Landlord's
income or any estate or gift tax of Landlord; [v] any payments on any mortgage
debt secured by the Project; [vi] the cost of construction for any additional
rentable space in

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the Project; [vii] fit-out costs for the fit-out of the leased premises of any
tenant; [viii] any marketing and brokerage expenses in connection with the
leasing of any space in the Project to any tenant; and [ix] any expenses
incurred by Landlord in connection with the enforcement of a lease against any
tenant. Notwithstanding anything else contained in this Lease to the contrary,
the following shall be costs excluded from the definition of Project Operating
Expenses under this Lease and Tenant shall not have to pay any part of such
costs: (I) repair, replacements and general maintenance paid by proceeds of
insurance or by another tenant or a third party of the Building, (ii) overtime
or other expenses of the Landlord in curing defaults or performing work provided
in this Lease which is the responsibility of Landlord, (iii) any income,
corporate or franchise income tax, based on income or rents received by Landlord
from the ownership or operation of the Building and/or Land, (iv)) any items
otherwise properly constituting such an Operating Expense to the extent payment
therefore is received from or payable by tenants (including Tenant) for
materials or for services rendered or performed directly for the account of such
tenants or for which a tenant (including Tenant) pays directly under an
electricity schedule or other agreement; (v) any repairs or other work resulting
from or occasioned by fire, wind storm or other insurable casualty or hazard;
(vi) the cost of any repairs or alterations necessitated by a condemnation or
undertaking by any government or governmental agency; (vii) any other taxes due
by landlord or its property manager based on the rentals or management fees
received by the Landlord or its property manager such as income or franchise
taxes; (viii) the cost of installing, operating and maintaining any specialty
service from which Tenant shall be excluded; (ix) salaries and "fringe benefits"
of officers and executives of Landlord or any affiliate of Landlord; (x) the
cost of any work, repairs, alterations or service performed for any tenant(s) of
the building (other than Tenant), whether or not Landlord is directly reimbursed
in full therefore, if such work or services is made solely or substantially for
one or more tenants other than Tenant and/or without substantially equal benefit
to all tenants generally or is provided to a materially greater extent or in a
materially more favorable manner than that furnished to Tenant; (xi) the cost of
any items for which Landlord is reimbursed by insurance, manufacturer's
warranty, judgment, settlement, tax rebate or otherwise, net of all reasonable
costs of recovery of insurance or other proceeds; (xii) insurance premiums to
the extent Landlord is reimbursed therefore; (xiii) advertising, promotional,
marketing costs; (xiv) costs included in Project Operating Expense representing
an amount paid to a person, firm, corporation or other entity related to
Landlord which is in excess of the amount which would have been paid on a fair
market basis in the absence of such relationship solely to the extent of such
excess; (xv) the incremental cost of HVAC, janitorial or other services provided
to or upon the direction of Tenant or one or more other tenants of the Building
during hours other than when such services are generally available to tenants of
the Building and the Tenant or tenant(s) requesting the service have made direct
payment to Landlord specifically for such overtime usage; (xvi) any amortization
or depreciation of Landlord's acquisition cost, development expenses or adjusted
basis of the Building (including, without limitation, any of the furnishings and
fixtures thereunto), the Leased Premises or the Common Areas; (xvii) expenses
attributable to defaults by any tenant of the Building other than Tenant, or any
sums reimbursable by Tenant, or any other tenant of the Building; or (xviii)
legal costs, title charges and other costs and expenses incurred by Landlord in
connection with financing any mortgage lien in connection with Leased Premises
or Buildings; (xix) lease payments for rented equipment, the costs of which
equipment would constitute a capital expenditure if the equipment were
purchased, or (xx) any expenditure which effects a material change in the
aesthetic character of the Building, the Leased Premises, the Land or the Common
Areas, or to the extent the purpose is to increase the capacity of any Building
system so as to provide services to other tenants; or (xxi) repairs and
replacement which, under generally accepted accounting principles, constitute
capital expenditures, except to the extent allowable under the above clause; or
(xxii) structural

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repairs; or (xxiii) repairs of latent defects or other defects to the Building
or any other improvement in the Project.

     2.15.   "PROJECT TAXES" means the regularly assessed real estate tax of the
municipality in which the Project is located and any other tax or use charge
imposed upon the Project or its operation, such as, without limitation: a sewer
assessment or use charge; a fire district tax; and/or a special taxing district
tax. Project Taxes does not include any personal property tax imposed upon the
personal property of any tenant or any other tax which may be imposed directly
upon a tenant rather than the Project or its owner generally. The term "Project
Taxes" shall not mean any interest or penalties which may become due by reason
of the failure to pay such taxes when due and payable or any municipal, state or
federal income, estate, inheritance, transfer, corporate or franchise taxes
assessed against Landlord, or any income tax or tax on the rents arising from
the Building or Project. Any tax assessments, including special assessments, on
or against the Building, Land, improvements, common areas, or betterment shall
be computed over the longest period of time as permitted by law. Tenant will be
responsible for Tenant Percentage share of any such assessment during the Lease
term..

     2.16.   "RENT" means all sums payable by Tenant to Landlord under the
provisions of this Lease, including all Base Rent and Additional Rent.

     2.17.   "TENANT'S PERCENTAGE" means the percentage equivalent to the ratio
of the Leased Premises Square Footage divided by the Total Building Square
Footage, which may be adjusted upon any change in the Leased Premises Square
Footage or Total Building Square Footage, but will not be adjusted based upon
the degree of occupancy of the Project.

     2.18.   "TERM" means the period of time during which Tenant is entitled to
possession of the Leased Premises in accordance with the provisions of this
Lease, but does not include any hold over period.

     2.19.   "TOTAL BUILDING SQUARE FOOTAGE" means the gross rentable square
footage of all of the rentable tenant spaces in the Building, whether rented or
not. The Total Building Square Footage is subject to adjustment, such as an
increase if any additional rentable square footage is constructed as an addition
to the Building.

     2.20.   "WALL STREET PRIME" means the interest rate published by the WALL
STREET JOURNAL as the base rate on corporate loans posted by at least 75% of the
nation's 30 largest banks, or a similar substitute rate selected by Landlord if
the foregoing rate is no longer published.

ARTICLE III - LEASING OF LEASED PREMISES AND TERM OF LEASE

     3.01.   LEASING OF LEASED PREMISES. Landlord hereby leases the Leased
Premises to Tenant for the Term, together with a right to use certain portions
of the Common Area, subject to the other provisions of this Lease. The Leased
Premises are demised herein together with the non-exclusive use of all
facilities which serve the Leased Premises and with any and all and singular
appurtenances, rights, privileges and easements in or anywise pertaining thereto
including, but not limited to, the right to use in common with other tenants and
occupants of the building such parking facilities, elevators, stairways,
corridors, entrance ways, restrooms, common parking areas and driveways, and
other and similar or related facilities as may exist in and about the Project
and on the Land and may be generally applicable to all tenants and occupants of
the Project. Landlord represents and warrants to Tenant (a) that Landlord is the
sole owner in fee simple of the piece, parcel or tract of land (upon which the
building is erected, which land is more particularly described in Exhibit "B"
annexed hereto) and (b) that the Landlord has the full right and authority to
lease the Leased Premised (hereinafter defined to Tenant) and to otherwise enter
into this Lease on the terms and conditions set forth herein and (c) Landlord is
not in default in any of its obligations to any existing

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mortgagee or ground lessor and Landlord is current in all its payments to said
mortgagee(s) or ground lessor, and (d) the Leased Premises is located in a
municipal zoning classification that permits Tenant to use the Leased Premises
for its intended use as general administrative offices.

     3.02.   QUIET ENJOYMENT. Upon payment by Tenant of the Rents herein
provided, and upon the observance and performance of all the covenants,
provisions and conditions on Tenant's part to be observed and performed,
Landlord represents and covenants that Tenant shall peaceably and quietly hold
and enjoy the Leased Premises for the Term without hindrance or interruption by
Landlord or any person claiming by or through Landlord.

     3.03.   COMMENCEMENT DATE. The Term will begin on the "Actual Commencement
Date". The "Actual Commencement Date" is scheduled to be around the Initial
Commencement Date set forth in the Data Section, or unless Landlord is delayed
in completing any Landlord's "Initial Fit-Out Work" (defined in paragraph 3.04).
In the case of any such delay, the Actual Commencement Date shall be the Initial
Commencement Date extended to the date on which Landlord tenders possession of
the Leased Premises to Tenant, in substantially the condition promised to Tenant
(for example - as-is & broom clean and/or with substantial completion of
Landlord's Initial Fit-Out Work - as may be set forth in other provisions of
this Lease regarding the condition of the Leased Premises upon delivery to
Tenant). The Actual Commencement Date of this Lease shall be subject to the
following conditions all being satisfied. (1) Landlord shall have performed and
made the Leased Premises available to Tenant or its occupancy for Tenant's
exclusive use and possession; (2) Landlord has substantially completed the work
pursuant to the work and drawings to be approved by Tenant pursuant to Exhibit C
- Landlord's Initial Fit-Out Work; (3) A Certificate of Occupancy permitting the
occupancy by Tenant of the Leased Premises for its permitted use has been issued
by the applicable governmental authority; (4) Landlord has provided that all
building systems serving the Leased Premises are in good operating condition and
(5) Landlord shall obtain and deliver to Tenant an executed Agreement in
recordable form executed by the existing Mortgagee granting the subordination
and non-disturbance agreement in form and content reasonably similar to the
attached. Landlord shall use reasonably diligent efforts and proceed with due
diligence to complete the construction of the Building and Leased Premises and
obtain a Certificate of Occupancy for the Building and for the Leased Premises
by the Initial Commencement Date of around December 20, 2002. In the event that
Landlord has not completed the Landlord's Initial Fit-Out Work by January 31,
2003, Tenant, at its sole option, shall have the right to terminate the Lease
and be released from any further obligations by notifying Landlord within 15
days thereafter. This termination right is subject to Exhibit C, specifically
regarding Tenant's obligation to deliver Landlord approved Initial Fit-Out
Plans.

     3.04.   CONDITION OF LEASED PREMISES UPON DELIVERY TO TENANT. The Leased
Premises shall be delivered to Tenant on the Actual Commencement Date, broom
clean and free of all personal property of others, except that Landlord will
perform any work set forth in Exhibit C, attached hereto, as Landlord's Initial
Fit-Out Work. Any Landlord's Initial Fit-Out Work shall be performed by Landlord
in a good and workmanlike manner. Landlord will commence any Landlord's Initial
Fit-Out Work on or before the date felt to be reasonably early enough for the
work to be substantially completed on or before the Initial Commencement Date.
Landlord shall use Landlord's best efforts to begin Landlord's Fit-Out Work
promptly after the execution of this Lease provided plans are finalized.

     3.05    AMENITIES In addition to the Lease of the Premises, Landlord hereby
grants to and shall make available to Tenant, and to Tenant's employees, the
amenities and services set forth on Exhibit G, "Amenities/Enterprise Corporate
Park." Landlord represents and warrants covenants that so long as Landlord owns
or controls the Enterprise Park buildings, said amenities and services shall be
available to

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Tenant during the Lease Term provided Tenant is not in default under the terms
of this Lease. Tenant agrees that the amenities and services are provided to
other tenants in the Building and the Project and are subject to the terms and
conditions of the entity or company providing said service and are subject to
the applicable costs for using said services. Tenant agrees that Tenant and its
employees will be subject to the applicable charge for using any of the services
set forth on Exhibit G and shall be subject to the applicable rules and
regulations of the company or persons providing said services.

     3.06    PARKING In addition and as part of this Lease, Landlord shall
provide to Tenant, on a non-exclusive basis, parking spaces servicing the
Project in a number equal to four (4) spaces per 1,000 rentable square feet.

ARTICLE IV - PAYMENT OF RENT

     4.01.   PAYMENT OF RENT. Tenant shall pay the monthly Base Rent and the
Monthly Additional Rent on the first day of each month during the Term, in
advance. The amount of the Monthly Additional Rent and method of billing
therefore is set forth in paragraph 4.02. Any other charge shall be due in
accordance with the Lease provision governing the charge. For example, if Tenant
is to pay Landlord for any fit-out work, the charge and manner of payment for
that may be covered under the provision specifying the fit-out work.

     4.02.   MONTHLY ADDITIONAL RENT. The Monthly Additional Rent is: [i]
Tenant's Percentage of Project Operating Expenses; plus [ii] Leased Premises
Utility Charges. At the beginning of each Fiscal Year, Landlord shall prepare an
itemized estimate (in reasonable detail) of all of the components of the Monthly
Additional Rent expected to be incurred by Tenant during the ensuing Fiscal
Year. Landlord will provide a copy of the statement of estimated Monthly
Additional Rent to Tenant and Tenant shall pay the Monthly Additional Rent based
on Landlord's estimated statement, each monthly payment to be 1/12 of the
estimated Monthly Additional Rent to be incurred for the full Fiscal Year.
Landlord represents and warrants that the estimate for calendar year 2003 for
Project Operating Expenses is set forth on Exhibit F, attached hereto and made a
part hereof. After the end of each Fiscal Year, Landlord will prepare an
itemized statement of the actual Project Operating Expenses incurred by Landlord
during the prior Fiscal Year, together with a statement of any overpayment or
underpayment of actual Monthly Additional Rent based upon the estimated payments
made by Tenant. Landlord will render the statement of Monthly Additional Rent
actually incurred by Tenant within 90 days after the end of each Fiscal Year. In
the case of an underpayment, Tenant shall pay the shortage to Landlord within 30
days after rendering the statement of actual Monthly Additional Rent to Tenant.
In the case of an overpayment, Landlord will reimburse the amount of the
overpayment to Tenant within 30 days after the rendering of the statement. In
the event it becomes apparent to Landlord during the course of a Fiscal Year
that the actual Monthly Additional Rent will be materially different than the
estimated Monthly Additional Rent (on account of an unexpected increase in the
municipal real estate tax, for example), then Landlord may amend the statement
of estimated Monthly Additional Rent and the monthly payments will be adjusted
such that all of the newly estimated Monthly Additional Rent for the full Fiscal
Year will have been paid via the Monthly Additional Rent payments made prior to
the new estimate plus payment of the equal adjusted installments of the Monthly
Additional Rent payments remaining in the Fiscal Year. If Landlord has not
provided Tenant with statement of estimated Monthly Additional Rent prior to the
beginning of a Fiscal Year, Tenant shall make installment payments based upon
the installments in effect for the prior year until the new statement of
estimated Monthly Additional Rent is rendered to Tenant. The calculation of
Monthly Additional Rent shall be in accordance with Generally Accepted
Accounting Principles consistently applied (unless express provisions of this
Lease deviate). Any component of Project Taxes shall be charged to any period in
the same manner in which real estate tax is adjusted on closings for

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property in the municipality in which the Project is located, but if not
adjusted, then in advance, each payment covering the period when first due until
the date on which a payment is next first due (the method of adjustment for the
regular municipal real estate tax being in advance - based upon a uniform fiscal
year). All utility bills and other similar expenses shall be allocated to the
period of usage which resulted in the bill. For example, if Landlord receives a
Common Area electric bill in January 1994, which bill covers a period beginning
in November 1993 and ending in December 1993, the electric bill would be charged
to 1993 Project Operating Expenses

     4.03.   ADDITIONAL PROVISIONS REGARDING PAYMENT OF RENT. All Rent shall be
due and payable without any setoff or deduction to Landlord at the times
specified in this Article, above. If any installment (except as otherwise
specifically provided for in the Lease) of Rent is not paid within 10 days of
its due date, Tenant shall pay a late charge to Landlord equal to $100. If the
outstanding balance of Rent owed to Landlord contains any amount that has not
been paid within 10 days of its due date, then beginning on the 11th day, the
entire outstanding balance of Rent owed by Tenant shall bear interest at the
"Default Rate", until the outstanding balance no longer includes any amounts not
paid within 10 days of their due date. The "Default Rate" is the rate of
interest equal to the lesser of: [i] 2% over the "Wall Street Prime" in effect
at the time the Default Rate begins to accrue; or [ii] the maximum rate of
interest permitted to be charged under law. Any liability for unpaid Rent shall
survive the termination of the Lease.

     4.04    Upon reasonable advance notice to Landlord, Tenant or its agents or
employees shall have the right to audit Landlord's books and records during
normal business hours to confirm and verify the numbers and statements contained
in Landlord's statement in connection with the determination of Tenant's
Percentage Share of Project Operating Expenses during the term of this Lease.
Tenant shall have the right to require the production of Landlord's books and
records which relate to these items of cost and the right to deliver notice of
disagreement with respect to any item of Project Operating Expense. Upon written
notice from Tenant, Landlord shall make available to Tenant copies of books and
records indicating how it calculated Additional Rent based on Tenant's
Percentage Share of Project Taxes and Tenant, at its cost, shall have the right
to audit, review and photocopy Landlord's books and records during normal
business hours in connection with any tax statement or tax appeal proceeding.

ARTICLE V - LEASED PREMISES UTILITIES

     5.01.   RESPONSIBILITY TO PROVIDE UTILITIES TO THE LEASED. PREMISES
Landlord shall provide electric power for the lighting and power outlets for the
Leased Premises and heating fuel and electricity for the air conditioning system
for the Leased Premises. If Landlord is responsible to provide the Leased
Premises to Tenant with any plumbing fixtures (such as kitchen facilities with a
sink or bathroom facilities), Landlord will provide a water supply to the
plumbing fixtures and a waste line from such plumbing fixtures. Landlord will
provide Tenant with a location in the Building with a local telephone line
connection to which Tenant may run Tenant's telephone lines. Tenant shall have
the right to choose its telephone service company from available companies at no
additional charge.

     5.02.   RESPONSIBILITY TO PAY FOR LEASED PREMISES UTILITY CHARGES. Tenant
shall pay all charges for utilities used, consumed in or allocable to the Leased
Premises ("Leased Premises Utility Charges"). If the electricity consumed in the
Leased Premises is not separately metered, Tenant shall pay Landlord for the
electric consumption at the rate of $1.25 per square foot of Leased Premises
Square Footage per annum, increased by the amount of any rate increase imposed
after the execution of this Lease by the utility company providing service to
the Building. The preceding $1.25 per square foot per annum rate is based on
normal office usage, and Landlord reserves the right to increase the

                                                                          PAGE 9
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Tenant electric charges in the event that Tenant's electric consumption shall be
in excess of normal office usage (for example, excess usage due to a computer
installation with high energy consumption). The Leased Premises Utility Charges
are payable in monthly installments, in the manner set forth in Article IV.

ARTICLE VI - USE OF LEASED PREMISES AND TENANT'S CONDUCT IN PROJECT

     6.01.   PERMITTED USE FOR LEASED PREMISES BY TENANT. Tenant and any
permitted assignee or sublessee shall use the Leased Premises for the sole and
exclusive purpose set forth in the Data Section and no other purpose. The use of
the Leased Premises shall also be in accordance with all laws affecting the
Leased Premises, including the municipal zoning laws. Unless the use set forth
in the Data Section expressly provides otherwise, the use of the Leased Premises
shall be limited to the operation of a general business office. Tenant will
comply with all rules and regulations reasonably established by Landlord and
uniformly applicable for the governing of conduct of tenants in general in the
Project, of which Tenant is given written notice.

     6.02.   TENANT ALTERATIONS, TENANT'S CONTRACTORS, MECHANIC'S LIENS, ETC.
Tenant shall not cause any alteration or improvement to be made to the Leased
Premises or to any other portion of the Project unless Tenant has obtained
Landlord's prior Consent. Notwithstanding the foregoing, Tenant may, without
Landlord's consent, install wall coverings, floor coverings or make decorative
changes and furnishings or make other changes to the Leased Premises which do
not require any structural changes or interfere with any Building system.
Landlord will not unreasonably withhold or delay Landlord's Consent to such
alterations or improvements, but prior to rendering Consent, Landlord may
require Tenant to submit building plans (in detail reasonably required by
Landlord) and the identity of the contractor or contractors and subcontractors
to perform any such material alterations and the references for such contractors
and subcontractors reasonably requested by Landlord. Prior to the commencement
of any such alteration or improvement by any contractor, Landlord will be
provided with a certificate of insurance for such contractor, showing public
liability coverage, workers' compensation coverage and any other coverage
reasonably required by Landlord, which certificate names Landlord as an
additional insured and provides that the coverage will not be canceled or not
renewed without at least 15 days advance Notice to Landlord. All work performed
by or through Tenant shall be performed in full compliance with all laws, shall
be carried out in a prompt and workmanlike manner and shall not unreasonably
interfere with the peaceful enjoyment of the Project by any other tenant. Tenant
shall promptly pay all contractors and materialmen hired by Tenant to furnish
any labor or materials which may give rise to the filing of a mechanic's lien
against the Project attributable to alterations and improvements done by or
through Tenant. Should any such lien be placed against the Project, Tenant shall
cause same to be discharged as against the Project within the sooner of: [i] 30
business days after Tenant receives notice of such lien: or [ii] 30 business
days after request by Landlord to remove such lien. If bond is filed and such
lien is discharged, Tenant shall not be obligated to discharge the lien by
payment. Notwithstanding any notice and grace period before default elsewhere
set forth in this Lease, if Tenant shall fail to discharge such lien within the
time period set forth in this paragraph above, and shall further fail to
discharge such lien within 10 more business days after Notice of failure to
discharge the lien is given from Landlord, then Tenant shall be in material
default of the Lease, without any further notice or grace period.

     6.03.   TENANT'S GENERAL COMPLIANCE WITH LAWS. Tenant shall, at Tenant's
sole cost and expense, comply with all of the requirements of all laws now in
force or which may hereafter be in force and not being reasonably disputed by
Tenant pertaining to Tenant's use of the Leased Premises and any act therein by
Tenant. Specific reference is made to Tenant's duty to comply with

                                                                         PAGE 10
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all state, federal and local laws concerning environmental protection and
Tenant's conduct at the Leased Premises and Project. Tenant shall indemnify and
hold Landlord harmless from and against any damage, liability, cost and/or
expense which Landlord may suffer by reason of Tenant's failure to comply with
the laws governing Tenant's conduct at the Leased Premises and Project,
including all laws concerning environmental protection. Tenant shall undertake
no acts which would result in the Leased Premises being defined as an
"Establishment" under the environmental laws of the State of Connecticut.
Landlord, at its expense, shall comply with all laws, ordinances, regulations,
building codes and other regulations of any federal, state, county or city
authority relating to the Leased Premises and/or the Building including common
areas thereto, (except for those laws and regulations for which Tenant is
obligated pursuant to this section above) including but not limited to all
requirements of the Americans with Disabilities Act ("ADA") regarding the
Building, the common areas of the Building, the parking garage or other areas or
facilities serving the Building or Project. Tenant shall be responsible for
compliance with ADA regarding its improvement of and use within the Leased
Premises.

     6.04.   SIGNAGE & WINDOW TREATMENT. Tenant will not place or maintain, or
cause to be placed or maintained, on any portion of the Project exterior to the
Leased Premises or any portion of the Project (including the Leased Premises)
visible from the exterior of the Leased Premises, any sign or advertising matter
without Landlord's written consent. Tenant shall not place any object on any
portion of the Project exterior to the Leased Premises without Landlord's
written consent. Tenant shall not install or maintain any window treatment
without the prior written consent of Landlord. Landlord may require Tenant to
install window treatments with a particular exterior appearance (color, style
and quality), as viewed from the exterior of the Leased Premises.

     6.05.   ENVIRONMENTAL COMPLIANCE. Tenant will not under any circumstances
cause or permit the depositing, spillage or seepage of any "Hazardous or Special
Substance" in any dumpster or in any other area of the Project other than an in
an area and in a manner which is in strict compliance with all laws and which is
Approved in advance by Landlord. Tenant will not use, store, generate or dispose
of any substance in any manner which would cause the Project to be classified as
an Establishment under the laws of the State of Connecticut. Tenant will
indemnify Landlord from and against any loss, cost, damage, fines, testing
deemed reasonably necessary by Landlord or any other expense incurred by
Landlord as a result of any violation of any environmental law or this paragraph
by Tenant or any agent, servant, employee or contractor of Tenant. "Hazardous or
Special Substance" means any substance that may not be dumped in a land fill as
general trash, any substance listed under the laws of the State of Connecticut
or the United States as a hazardous waste, or any other substance whose use,
presence or storage at the Leased Premises requires any person to comply with
any environmental reporting or registration requirement under any law. Landlord
warrants and represents excepting any items used in normal office operations (1)
that the Leased Premises and Project are and will be at the Commencement Date
free from any hazardous, toxic or dangerous substance or material (collectively
"Hazardous Materials") defined as such (or meeting criteria so as to be defined
as such) in any federal, state, local or municipal law, ordinance, code, decree
or requirement regulating, relating to or imposing liability or standards of
conduct concerning any Hazardous Material, as now or at any time hereafter may
be in effect (collectively "Environmental Laws"); (ii) that the Leased Premises
and Project are and will be at the Commencement Date free of any asbestos or
asbestos containing substance; (iii) that Landlord has never received any notice
of any violation of or non-compliance with any Environmental Law as regards the
Leased Premises or Project; (iv) that Landlord has never caused or permitted any
Hazardous Material, asbestos or asbestos-containing substance to be placed,
held, located or disposed of on, under or at the Leased Premises or Project or
any part

                                                                         PAGE 11
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hereof. Landlord shall indemnify and hold Tenant harmless from and against any
and all loss, damage, cost or expense (including but not limited to clean-up
costs and losses relating to interruption or cessation of operations) arising
out of or relating to any breach of any of the foregoing warranties and
representations.

     6.06.   OTHER DUTIES OF TENANT REGARDING MAINTENANCE, REPAIR AND CONDUCT AT
THE PROJECT. Tenant will conform Tenant's conduct to the following standards and
will perform the following duties, all in a prompt, diligent, reasonable and
workmanlike manner, at Tenant's sole cost and expense:

(a)    Tenant will maintain the Leased Premises in a reasonably clean and neat
       condition;

(b)    Tenant will keep the Leased Premises in good repair, subject to normal
       wear and tear, except that any repairs to the structure subject to normal
       wear and tear of the Building which are not necessitated by any negligent
       or willful act or omission of Tenant shall be performed by Landlord;

(c)    Tenant will remove all trash from the Leased Premises with such frequency
       as is consistent with the operation of Tenant's business in a first class
       manner, which will include placing general trash in the appropriate
       Project Dumpster and recyclable trash in the appropriate Project Dumpster
       in order to comply with any environmental laws affecting Tenant's
       conduct.

(d)    Tenant will comply with all laws affecting Tenant's use of the Leased
       Premises and any recommendations of Landlord's fire insurance rating
       organization, which laws may include, but are not limited to: the
       municipal zoning regulations; any environmental laws; and any licensing
       laws regulating the operation of Tenant's business.

(e)    Tenant will comply with all written rules and regulations reasonably
       established by Landlord and are uniformly applicable regarding the use of
       the Project, which rules may be presently existing or hereafter
       established and may include, for example rules governing employee
       parking, time for rubbish removal, manner of making deliveries to the
       Leased Premises and style of signage.

(f)    Tenant will maintain and service any dedicated Computer/Phone Room Air
       Conditioning equipment not associated with the house system. This service
       will include emergency response as required.

     6.07.   LIMITATIONS ON TENANT'S CONDUCT. Tenant agrees to abide by the
following limitations regarding conduct at the Project:

(a)    Tenant will not cause or permit the playing of any loudspeakers,
       phonographs, public address systems or similar audio devices in such a
       manner so as to be excessively audible outside of the Leased Premises;

(b)    Tenant will not place any trash anywhere in the Project outside of the
       Leased Premises except in the Project Dumpsters or Tenant's Dumpsters, as
       the case may be.

(c)    Tenant will not cause or permit to emanate from the Leased Premises any
       objectionable odor, as determined in Landlord's reasonable discretion.

(d)    Tenant will not do anything which unreasonably and materially interferes
       with the use and peaceful enjoyment of the leased premises of any other
       tenant;

(e)    Tenant will not solicit business in the Common Area via distribution of
       handbills or other advertising matter or

                                                                         PAGE 12
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       via verbal contact with patrons of the Project, other than personal
       discussions with persons known to the person soliciting prior to such
       person's entry into the Common Area.

(f)    Tenant will not permit the parking of any vehicles in any manner which
       interferes with the drives, sidewalks and fire lanes and any other areas
       desired to be kept clear by Landlord.

(g)    Tenant will not permit the regular overnight parking of any vehicles in
       the parking area.

(h)    Tenant will not receive or ship merchandise or equipment outside of the
       areas designated by Landlord for loading and unloading.

(i)    Tenant will not place any load on any floor in excess of its loading
       capacity which is 100 lbs. per square foot.

(j)    To the extent that Tenant may control the temperature in the Leased
       Premises, Tenant will not permit the temperature in the Leased Premises
       to fall low enough to cause any pipes to freeze.

(k)    Tenant will not keep, use, sell or offer for sale in or upon the Leased
       Premises any article which may be prohibited by the standard form of fire
       insurance policy.

(1)    Tenant will not knowingly use the Leased Premises or any portion of the
       Common Area for any purpose prohibited by law.

     6.08    TENANT ACCESS. Landlord shall provide Tenant, its employees and
agents with access to the Leased Premises and the parking areas and Common Areas
twenty-four (24) hours a day and seven (7) days a week. Landlord, at its
expense, shall furnish adequate lighting to the Common Areas twenty-four (24)
hours a day, seven (7) days a week.

ARTICLE VII - LANDLORD'S MAINTENANCE OF PROJECT AND OTHER ACTIVITIES OF LANDLORD
IN PROJECT

     7.01.   LANDLORD'S MAINTENANCE DUTIES. Landlord will perform all
maintenance and repair reasonably necessary to maintain the Project in a
condition consistent with a first class property of the type constituted by the
Project (E.G., office building, R&D building, retail center, etc.) in the
municipality in which it is located. Notwithstanding the preceding sentence,
Landlord's maintenance obligations shall not extend to any maintenance duties of
Tenant set forth in Article V or the maintenance of any other portion of the
Project which is the responsibility of any other tenant under such other
tenant's lease. Landlord's maintenance duties shall be carried out in a prompt,
diligent and workmanlike manner and shall include (to the extent not required to
be performed by Tenant under Article V):

(a)    keeping the Common Area, including the parking areas reasonably clean.

(b)    performing snow and ice removal and sanding/salting for all portions of
       the Common Area constituting parking areas, drives and walkways.

(c)    keeping the exterior and structure of the Buildings in good repair,
       except that to the extent not covered by Landlord's Insurance, Tenant
       will be responsible for any repair necessitated by the neglect or willful
       misconduct of Tenant or Tenant's agents, servants, employees or
       contractors.

Tenant shall not be responsible, and Landlord shall be responsible, for any
repairs to the Leased Premises, the Building or Project as are required by
reason of Landlord's neglect or other fault in the manner performing any work
including the Initial Work Fit Out or other work as is required by reason of
neglect or other fault by Landlord,

                                                                         PAGE 13
<Page>

its employees, agents or contractors. Without limiting the generality of the
foregoing, Landlord shall keep and maintain the Building, the Common Areas, its
fixtures and facilities servicing the Leased Premises in good working order,
condition, repair and shall make all structural and non-structural repairs,
interior and exterior, as and when needed in the Building, except for those
repairs for which Tenant is responsible pursuant to paragraph 6.06. Landlord and
Tenant acknowledge and agree that the provisions set forth in this Section shall
not apply to any repairs or replacements required as a result of fire or other
casualty insured hereunder. Landlord, at its sole expense, shall be responsible
for any repairs to (i) the structural elements of the Leased Premises or the
Building containing the Leased Premises including but not limited to floor
slabs, exterior walls, the roof and exterior architectural finishes; (ii) any
Building systems serving the Leased Premises including, but not limited to the
heating, ventilation, air conditioning systems, utilities supplying the Building
and/or Leased Premises and (iii) to any elements in the common areas of the
Building such as the parking lots or (iv) any repairs or damage covered or
attributed to Landlord, its agents, employees or contractors unless any of the
foregoing is caused by the negligence or willful misconduct of Tenant, its
agents, employees or contractors.

     7.02.   PROJECT DUMPSTERS AND TENANT'S DUMPSTERS. "Project Dumpsters" are
those trash receptacles referred to in this paragraph. Landlord will provide a
dumpster or dumpsters for normal volumes of office trash in a location or
locations in the Building selected by Landlord. In the event Tenant's refuse
consists of other than normal volumes of office trash, Landlord reserves the
right to require Tenant to supply a dumpster or dumpsters for Tenant's trash
("Tenant's Dumpsters"), at Tenant's sole cost and expense, under a contract
which is subject to Landlord's prior approval, which approval may be withheld on
account of the contract not being cancelable on not more than one month's
advance notice. The cost incurred by Landlord in providing a dumpster or
dumpsters may be included as an element of Project Operating Expenses or may be
charged as a Monthly Reimbursement reasonably allocated by Landlord among all of
the tenants using any dumpster in common with other parties.

     7.03.   INTENTIONALLY OMITTED.

     7.04.   LANDLORD'S RIGHT TO PERFORM WORK IN PROJECT. Landlord shall have
the right to undertake the following activities in the Project: construction of
additions to the Buildings and additional buildings; demolition of Buildings;
changing the grade and/or layout of the parking area or other Common Area;
excavation of the Common Area for the purposes of the above and/or installing or
repairing utility lines; and remodeling of the exterior of the Buildings.
Landlord's right to undertake any of the foregoing activities shall be limited
such that: there will be no unreasonable interference with Tenant's use of the
Leased Premises or access thereto; there shall be no materially adverse change
with respect to the proximity of Tenant's parking to the Leased Premises; and
Tenant's parking shall not decrease below the level required to be maintained
under the municipal zoning regulations.

     7.05.   LANDLORD'S RIGHT TO PIPES, ETC. Landlord shall have the right to
install, maintain and repair pipes, wires, ducts and similar items in the space
above any suspended ceiling and, in the case of an area with no suspended
ceiling, in the area of the Leased Premises reasonably close to the underside of
the roof or next floor above the Leased Premises. Landlord may enter the Leased
Premises for the purpose of performing such installation, maintenance and
repair, and for the purpose of performing any maintenance or repair of any
portion of the Project for which entry into the Leased Premises is necessary,
provided any entry by Landlord under this paragraph is accomplished in a manner
which minimizes any disruption to Tenant's business.

ARTICLE VIII - INSURANCE, INDEMNIFICATION, WAIVERS, ETC.

                                                                         PAGE 14
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     8.01.   TENANT'S INSURANCE COVERAGES. Tenant will maintain Tenant's
Insurance Coverages at all times during the Term. Tenant's Insurance Coverages
shall be maintained with an insurance carrier licensed to do business in
Connecticut and Approved of in advance by Landlord, Landlord's Approval not to
be unreasonably withheld OR DELAYED and to be based on whether the insurance
carrier maintains a rating reasonably satisfactory to Landlord from a rating
service such as A.M. Best. Landlord may require Tenant to name Landlord as an
additional insured on Tenant's public liability policy and as a loss payee (to
the extent of damage to the realty) on Tenant's property insurance policy.
Landlord may require Tenant to provide Landlord with a copy of the policy or
policies evidencing Tenant's Insurance Coverages and Tenant shall provide
Landlord (prior to the Actual Commencement Date) with a certificate whereby the
insurance carrier agrees not to cancel or fail to renew its coverage unless at
least 15 days advance Notice is provided to Landlord. If Tenant shall fail to
procure Tenant's Insurance Coverages or provide Landlord with the copy of an
insurance policy or a certificate of insurance, as Landlord may request under
the provisions of this paragraph, Landlord may procure, but without any
obligation to do so, any Tenant's Insurance Coverages and Tenant will pay
Landlord the reasonable cost of the same. Tenant's Insurance Coverages are the
following insurance coverages, or such lesser coverages as Landlord may approve
of in advance:

(a)    General public liability insurance coverage in at least the single limit
       amount of $500,000, with reasonable deductible, insuring Tenant against
       all personal injury and property damage claims arising out of any act or
       omission of Tenant at the Leased Premises and such personal injury and
       property damage claims for which Tenant is required to indemnify Landlord
       under the provisions of this Lease.

(b)    All-risk property insurance insuring at least the full replacement value
       (less a commercially reasonable deductible not to exceed $2,000) of all
       of Tenant's personal property at the Leased Premises and all fixtures and
       improvements forming a part of and located within the boundaries of the
       Leased Premises.

     8.02.   LANDLORD'S INSURANCE COVERAGES. Landlord shall maintain Landlord's
Insurance Coverages. Landlord's Insurance Coverages consist of any insurance
coverage reasonably maintained by Landlord in connection with the operation of
the Project, which coverages may include: a public liability insurance policy;
an all-risk property insurance policy, including coverage for rental loss on
account of property damage; and workers' compensation coverage for personnel
carrying out activities chargeable to Project Operating Expenses. During the
term, Landlord shall maintain a policy or policies of insurance covering loss or
damage to the Leased Premises, the Building or the Common Areas, which policy or
policies shall include protection from rental loss, coverage for operating
expenses resulting from loss or damage to the Leased Premises and protection
from other hazards as normally insured in the industry and as are consistent for
a first class office building. Such insurance shall be in an amount at least
equal to the full replacement value of the Property (without deducting
depreciation) against loss and damage that is customarily included under
standard "all risk policies" and equal to the full replacement cost of the
Leased Premises. Landlord shall also maintain a policy under an occurrence basis
of general liability insurance insuring Landlord (and such other entities as are
designated by Landlord and/or Tenant) as additional insurance against liability
for personal injury, bodily injury and other damage to property arising or
resulting from occurrences on or about the Building and Common Areas. Landlord
shall also cause such respective insurance carriers to waive any and all rights
of recovery against Tenant or against any offices, employees, partners, agents
or representatives of Tenant for loss of or damage to property of Landlord or
the property of others under its control to the extent such loss or damage is
insured against or under any insurance Policy guaranteed by Landlord.

                                                                         PAGE 15
<Page>

     8.03.   TENANT TO PAY FOR EXCESS INSURANCE PREMIUMS. Tenant will promptly
pay Landlord the amount of any insurance premium for Landlord's Insurance
Coverages which is in excess of the premium payable had Tenant's use of the
Leased Premises been a use for which the lowest premiums for Landlord's
Insurance Coverages are available. In the case where Tenant and any other
tenant's use or non use of their respective leased premises results in any
insurance premium in excess of the most favorable premiums for Landlord's
Insurance Coverages, Tenant shall be responsible to pay Landlord the portion of
the excess which the Leased Premises Square Footage bears to the total leased
premises square footage of all tenants causing the excess premium, or any other
reasonable allocation made by Landlord of the excess in premiums for Landlord's
Insurance Coverages caused by Tenant. Landlord represents and covenants that the
Tenant's intended use of general office use will not result in any charge for
excess premiums.

     8.04.   NO SUBROGATION - WAIVERS OF CLAIM. Landlord and Tenant waive the
right of subrogation against the other party on account of any insured loss.
Tenant and Landlord each recognize that they may obtain property insurance,
covering losses to property on account of acts and/or omissions of the other,
and if such coverage is not obtained, the party failing to maintain the coverage
shall bear the risk of any insurable property loss (less a commercially
reasonable deductible) caused by any act or omission of the other party not
arising to the level of gross negligence or willful misconduct. Accordingly, in
the event of any uninsured property loss or damage of Tenant caused by any act
or omission of Landlord that does not constitute willful misconduct or gross
negligence, which loss or damage could have been insured under a standard
tenant's all-risk property insurance policy, Tenant waives any claim against
Landlord on account of the loss (except for recovery of a commercially
reasonable deductible not in excess of $2,000). Further provided, in the event
of any uninsured property loss or damage of Landlord caused by any act or
omission of Tenant that does not constitute willful misconduct or gross
negligence, which loss or damage could have been insured under a standard
Landlord's all-risk property insurance policy, Landlord waives any claim against
Tenant on account of the loss (except for recovery of a commercially reasonable
deductible) not in excess of $2,000.

     8.05.   INDEMNIFICATION AGAINST THIRD PARTY CLAIMS. In the case of third
party claims arising out of an act or omission of Tenant or an agent, servant or
employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of
Landlord or an agent, servant or employee of Landlord (a "Landlord Fault
Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the
event of a Landlord Fault Claim, Landlord shall be responsible for the Tort
Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims
and Landlord Fault Claims Each party shall be responsible for the claim in the
proportion such party's fault bears to the total fault of Landlord and Tenant.
Each party shall be responsible for the Tort Indemnity of the other party for
the portion of the claim which is the responsibility of the party owing the Tort
Indemnity. Tort Indemnity shall mean that the party responsible for the
indemnification shall provide the legal defense of the claim (counsel being
subject to the approval of the indemnified party, approval not to be
unreasonably withheld) and the indemnifying party shall be responsible to pay
the amount of the claim (subject to the right to defend it) up to the limits of
the indemnification's set forth in this paragraph, above, except that in the
case of claims which are both Tenant Fault Claims and Landlord Fault Claims,
each party shall be responsible for such party's own costs of legal defense.
Tort Indemnity shall not be owed to the extent that the party owing the
indemnification has been prejudiced by any failure of the party seeking the
indemnification to give Notice to the other party within a reasonable time after
said party becomes aware of a claim in which the other party may owe an
indemnity obligation under this paragraph.

                                                                         PAGE 16
<Page>

ARTICLE IX - ASSIGNMENT AND SUBLETTING

     9.01.   LANDLORD'S CONSENT REQUIRED FOR ASSIGNMENT AND SUBLETTING. Subject
to Paragraph 9.04, Tenant will not assign this Lease in whole or in part nor
sublet all or any part of the Leased Premises without the prior written Consent
of Landlord, which will not be unreasonably withheld, delayed or conditioned.
Prior to any assignment or subletting for which Landlord's Consent is required,
Tenant shall give Notice to Landlord of the proposed assignee or subtenant and
the terms of the proposed assignment or subtenancy, and upon request of
Landlord, Tenant will provide Landlord with any other information reasonably
requested by Landlord for the purpose of evaluating the proposed assignee or
subtenant. Landlord hereby expressly Consents to any assignment or subletting to
an entity controlled by Tenant, which controls Tenant, or is under the control
of the same entity that controls Tenant (a "Tenant Affiliated Entity"). For the
purposes of the preceding sentence, "control" means legal voting control. The
Consent by Landlord to any assignment or subletting shall not constitute a
waiver of the necessity for such Consent to subsequent assignment or subletting.
Unless landlord shall give express Consent of the release of Tenant, no
assignment or subletting or acceptance of any rent from any party in possession
of the Leased Premises shall constitute a release of Tenant from the obligations
under this Lease. By accepting the assignment of this Lease, any assignee
assumes all obligations of Tenant to Landlord from and after the date of the
assignment, jointly and severally with Tenant. Any attempted assignment or
subletting by Tenant without the prior Consent of Landlord shall be void. No
assignment or subletting shall provide for a rental payment, or other payment
for use and occupancy or utilization, based in whole or in part on the net
income or profits derived by any person or entity from the property assigned,
subleased, occupied or utilized (other than an amount based upon a fixed
percentage of sales), and any such purported assignment or subletting based upon
such payment shall be void and any amount payable thereunder or any rental
amount therefor passed to any person or entity shall not have deducted therefrom
any expenses or costs related in any way to the leasing of such space.

     9.02.   RELEASE OF TENANT ON CERTAIN ASSIGNMENTS AND SUBLETTINGS. Except
for an assignment or subletting to a Tenant Affiliated Entity, for which express
Consent is given in paragraph 9.01, in the event Tenant gives Landlord any
Notice of proposed assignment of this Lease or subletting of more than 50% of
the Leased Premises, then Landlord may, by Notice to Tenant, terminate this
Lease by lapse of time, effective on the date specified in Landlord's
termination Notice. Landlord's termination Notice under this paragraph may only
be given within 30 days after Notice of the proposed assignment or subletting
from Tenant, unless, within 15 days after the Notice from Tenant Landlord makes
a request to Tenant for further information with which to evaluate the proposed
assignee or subtenant, in which event the time within which Landlord may give
Notice of termination shall be extended to 30 days after Tenant has provided the
further information to Landlord. Landlord's termination Notice must specify an
effective date for the termination, and if the termination Notice is given, this
Lease shall come to an end by lapse of time as if the Term had always expired on
the effective date of the termination, and provided Tenant has vacated the
Leased Premises in accordance with the provisions of this Lease, Tenant shall be
deemed to be released from any further liability or obligations of Tenant under
this Lease arising from and after the date Tenant has vacated.

     9.03.   LANDLORD'S RIGHTS ON PROPOSED SUBLETTING OR ASSIGNMENT. In the
event Tenant desires to sublet or assign this Lease in whole or in part, other
than to a Tenant Affiliated Entity, for which express Consent is given in
paragraph 9.01, then Landlord shall have the right of first refusal against such
subletting or assignment in accordance with the further provisions of this
paragraph. Tenant shall give Landlord Notice of the terms of any bona fide offer
to sublet or assign pursuant to which Tenant desires to consummate a subletting
or

                                                                         PAGE 17
<Page>

assignment, which terms shall not include consideration for the subrent or
assignment price in anything other than cash and shall not include the subrental
or assignment of any premises other than all or a portion of the Leased
Premises. Landlord shall have 10 days after the Notice from Tenant to notify
Tenant of Landlord's acceptance of said subletting or assignment terms. If
Landlord shall not exercise Landlord's right of refusal within the 10 day time
period, the subletting or assignment shall be free of Landlord's refusal right
contained in this paragraph as to a subletting or assignment on the terms
contain in the Notice from Tenant, provided that such assignment or sublease is
executed and commences within not more than 180 days after Tenant's
aforementioned Notice to Landlord. If Tenant wishes to sublet or assign at a
lower rent, more favorable terms to the assignee or subtenant or outside of said
60 day period, Tenant must again Notice to Landlord the terms of any such bona
fide offer acceptable to Tenant and the above process shall be repeated.

     9.04    Tenant may, without Landlord's written consent, permit any
corporations or other business entities which control, are controlled by, or are
under common control with Tenant ("related corporations") to use or occupy the
whole or any part of the Leased Premises for any of the purposes permitted to
Tenant. Such use or occupancy shall not be deemed to vest in any such related
corporation any right or interest in this Lease or in the Premises, nor shall
such use or occupancy release, discharge or modify any of Tenant's obligations
hereunder. Tenant, may upon written notice to Landlord but without Landlord's
written consent, assign or transfer its entire interest in this Lease and the
leasehold estate hereby created or sublet the whole or any part of the Leased
Premises on one or more occasions to a "wholly-owned subsidiary" or "affiliate"
of Tenant or to a "successor corporation" of Tenant, as such terms are
hereinafter defined. 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 or by one or more of its wholly-owned
subsidiaries. An "affiliate" of Tenant shall mean any corporation which,
directly or indirectly, controls or is controlled by or is under common control
with Tenant. A "successor corporation" shall mean (I) a corporation into which
or with which Tenant, or its corporate successors or assigns, is merged or
consolidated, in accordance with applicable statutory provisions for the merger
or consolidation of corporations, provided that by operation of law or by
effective provisions contained in the instruments for merger or consolidation
the liabilities of the corporations participating in such merger or
consolidation are assumed by the corporation surviving such merger or
consolidation; or (ii) a corporation acquiring this Lease and the Lease Term
hereby demised, the good-will and all or substantially all of the other property
and assets of Tenant or its corporate successors or assigns, and assuming all or
substantially all of the liabilities of Tenant or its corporate successors or
assigns; or (iii) any corporate successor to a successor corporation becoming
such by either of the methods described above in clauses (I) and (ii).
Notwithstanding any assignment, transfer or assumption of any obligations by a
wholly-owned subsidiary, affiliate or successor corporation, under this
paragraph 9.03, as the case may be, Tenant shall, to the extent it legally
exists, remain liable for the performance of all the terms, conditions and
covenants of this Lease. Furthermore, the prohibitions of this paragraph shall
not apply to the transfers of any stock of Tenant if Tenant is a corporation if
such shares of stock are listed and/or traded on any national security exchange,
or are to be registered with and then publicly traded.

ARTICLE X - ESTOPPEL CERTIFICATES, SUBORDINATION, ETC.

     10.01.  ESTOPPEL CERTIFICATES. Upon request of Landlord or any mortgagee of
Landlord, Tenant shall execute an estoppel certificate, certifying the status of
any facts with respect to the Lease. Estoppel certification may include: whether
the Lease is in full force and effect; the rentals due under the Lease and the
degree to which same have been paid; that there are no defenses or claims
against Landlord for

                                                                         PAGE 18
<Page>

any alleged violation of the Lease by Landlord, or a statement of such defenses
or claims; acknowledgment of the interpretation or meaning of any term of the
Lease, provided such acknowledgment shall not change any term or provision
hereof; and such other matters reasonably requested to be certified in the
estoppel certificate.

     10.02   SUBORDINATION, ATTORNMENT, ETC. Subject to Paragraph 10.04, this
Lease and all rights of the Tenant under the Lease, will be, at the election of
any mortgagee of the Project, either subordinate or superior, all or in part, to
the lien of the mortgagee and such mortgagee may not agree to any expansion
rights Tenant may have under the Lease. Notwithstanding the foregoing or any
other provision of this Lease to the contrary, if there shall be more than one
mortgage on the Project, the rights of Tenant under this Lease shall not be
treated as inferior to any inferior mortgage without the consent of all
mortgagees superior in right to the mortgage to which Tenant's rights are sought
to be subordinated. In the event any proceeding is brought for the foreclosure
of the Leased Premises, Tenant agrees to attorn to the mortgagee in the event of
strict foreclosure, or to the purchaser in the event of foreclosure by sale or
deed in lieu of foreclosure, and recognize such mortgagee or purchaser (as the
case may be) as the Landlord under this Lease. Tenant further agrees to execute
any further instrument or instruments which Landlord or Landlord's successors in
title may at any time require to evidence the subordination of this Lease to the
lien of any such mortgage or mortgages and Tenant's agreement to attorn.

     10.03   EXECUTION OF DOCUMENTS BY TENANT. Tenant will execute and deliver
to Landlord or the party designated by Landlord, within ten days after
presentation of the proposed form, any estoppel certificate and/or
subordination, attornment and/or non disturbance agreement requested to be
executed by Tenant pursuant to the terms of this Lease. Tenant further agrees to
include in any such documents, if requested by Landlord: an agreement not to pay
Landlord rent for more than one month in advance; an agreement to give any
mortgagee a notice of any alleged default by Landlord and a reasonable time not
to exceed 30 days for such mortgagee to have such default cured before Tenant
will exercise any right to terminate this Lease; and an agreement that Tenant
will not look to such mortgagee for the return of any security deposit or other
monies not actually received by such mortgagee. If Tenant shall not have
delivered the executed documents, required to be executed and delivered under
this Article, within the ten day period set forth above, Landlord may give
Tenant Notice of Tenant's failure to deliver such documents, and if Tenant shall
then fail to deliver said executed documents within three business days after
delivery of such Notice, notwithstanding any provision for notice and grace
period for default elsewhere contained in this Lease, Tenant shall be in default
of the Lease, and Landlord shall have all rights provided for in the event of
such default, including termination. It is acknowledged that foreseeable damages
of Landlord on account of a breach of Tenant's obligations under this Article
may include the loss of and/or additional charge incurred by Landlord in
connection with a sale of the Project or a financing of which the Project is to
serve as collateral.

     10.04   The Subordination and attornment provided for in this Article X is
conditioned upon Landlord obtaining from the existing Mortgagee, or from any
future mortgagee or ground lessor or written agreement providing that in the
event of a termination of or foreclosure under any such ground lease or
mortgage, such holder will respect Tenant's possession rights under this Lease
shall not disturb Tenant's possession of the Leased Premises provided that
Tenant (I) is not in default of any of its material obligations under this Lease
subject to the giving of notice, if any, and the expiration of any applicable
cure period; (ii) that Tenant will execute the Non-Disturbance Agreement in form
and content reasonably provided by said mortgagee or lessor provided that any
Non-Disturbance Agreement shall provide that in any action or proceeding
commenced by such mortgagee or lessor or upon any enforcement of any rights by
such mortgagee or lessor, that Tenant's rights under the Lease

                                                                         PAGE 19
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shall be respected and shall not be disturbed and that the Lease shall remain in
full force and effect provided that Tenant is not in default under any of the
material terms, covenants or conditions of the Lease beyond the expiration of
all applicable notice and cure periods, and (iii) that Tenant agrees that upon
mortgagee acquiring title to the Leased Premises, Tenant shall attorn directly
to said mortgagee or its purchaser, and (iv) that Tenant agrees to such other
terms and conditions as may be reasonably required by said mortgagee provided
that such terms and conditions do not increase or alter any of Tenant's
obligations under this Lease, except expansion rights in any property other than
the Building, or decrease any rights of Tenant or adversely affect the Tenant's
leasehold interest under this Lease, and (v) that Tenant shall join in the
execution and delivery of such Non-Disturbance Agreement and shall agree to the
effect that if such holder shall succeed to the interest of the Landlord under
this Lease (whether as a consequence of a foreclosure or any other
circumstance). Tenant shall be bound to the holder under the terms, conditions
and covenants of this Lease for the balance of the term remaining after such
succession and Tenant will attorn to such holder as its Landlord upon any such
succession.

ARTICLE XI - TENANT'S SECURITY DEPOSIT

     11.01.  INTENTIONALLY OMITTED

ARTICLE XII - CASUALTY DAMAGE TO PROJECT

     12.01.  REPAIR OF DAMAGE AND RENTAL ABATEMENT DURING REPAIR PERIOD If the
Leased Premises or any portion of the Project materially affecting the
appearance or use of the Leased Premises is damaged by fire or other casualty
during the Term, Landlord shall, at Landlord's own expense, use best efforts to
cause the damage to be promptly repaired within a reasonable time, which period
shall not exceed six months from date of casualty. If by reason of such damage,
any portion of the Leased Premises or access thereto is thereby rendered
untenantable and Tenant ceases use of said portion of the Leased Premises, the
Monthly Base Rent and Monthly Additional Rent shall be abated in proportion to
the area of the Leased Premises rendered untenantable and which is not used by
Tenant, said abatement to continue until the sooner of the time when the Leased
Premises is repaired, and Tenant may legally use the damaged portion of the
Leased Premises. Landlord's obligation to restore under this Article shall not
include the restoration of any portion of the Leased Premises for which Tenant
is required to maintain property insurance under paragraph 8.01. Tenant shall be
responsible to promptly restore any portion of the Leased Premises for which
Tenant is required to maintain property insurance under paragraph 8.01.

     12.02.  TERMINATION FOR FAILURE TO REPAIR. If the Leased Premises or any
portion of the Project is damaged by fire or other casualty, and if said Damage
materially adversely affects Tenant's ability to carry on Tenant's business in
the Leased Premises, then if the portion of the damage that is not Tenant's
responsibility to restore is not repairable or repaired within six months from
date of casualty, Landlord or Tenant shall have the right, to be exercised by
Notice to the other party to terminate this Lease. Such Notice shall be given by
Landlord not later than 30 days after the date of casualty with an estimate of
date of completion from an independent architect. If said architect's Notice is
that the damage will be repaired in more than six months, then Tenant may
terminate within 30 days after receipt of said Notice. Upon the giving of such
termination Notice, the Term shall immediately come to an end by lapse of time.

ARTICLE XIII - EMINENT DOMAIN

     13.01.  TERMINATION ON ACCOUNT OF TAKING, If any portion of the Leased
Premises or any portion of the Project materially affecting the use of the
Leased Premises is taken in condemnation proceedings or by any right of eminent
domain, this Lease shall terminate by lapse of time, as if the Term had always
ended on

                                                                         PAGE 20
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the effective date of the vesting of title in the condemning authority.

     13.02.  TENANT NOT ENTITLED TO LANDLORD'S AWARD In the event any portion of
the Project is taken in condemnation proceedings or by any right of eminent
domain or is transferred by Landlord under the threat of and in lieu of the
exercise of the power of eminent domain, all proceeds of any award, judgment or
settlement payable by the taking, condemning or transferee authority shall be
and remain the sole and exclusive property of Landlord, and Tenant waives any
right to make any claim to said award, judgment or settlement received by
Landlord. Tenant may pursue Tenant's own claim against the condemning authority
permitted by statute to be paid to Tenant without diminishing or reducing the
award, judgment or settlement payable to Landlord, including all moving costs
and relocating expenses.

ARTICLE XIV - LANDLORD'S LIABILITY LIMITATIONS

     14.01.  LIMITATIONS REGARDING SECURING CLAIMS. In the event of any alleged
default of Landlord, Tenant agrees that Tenant will not seek to secure any claim
for damages or indemnification by any attachment, garnishment or other security
proceeding against any property of the Landlord other than the Project, or, any
rent or income arising from the Project or any sales proceeds of the Project,
and in the event Tenant obtains any judgment against Landlord by virtue of an
alleged default of Landlord, Tenant agrees that Tenant will not look to any
property of Landlord other than the Project, or if sold, any sales proceeds, for
satisfaction of such judgment. In no event will Tenant be entitled to recover
against Landlord, or prosecute or maintain any action for the recovery against
Landlord of, any consequential damages and/or business interruption damages
against Landlord on account of any act or omission of Landlord which constitutes
a breach of this Lease by Landlord.

     14.02.  TRANSFER OF LANDLORD'S INTEREST IN PROJECT. Upon any transfer of
Landlord's interest in the Project, the then transferor Landlord shall be
relieved of any and all liability to Tenant arising from and after the transfer,
and the transferee Landlord shall not be liable to Tenant for any liability
arising prior to the transfer. Notwithstanding the foregoing, if any condition
shall exist on the date of transfer which would entitle Tenant to terminate this
Lease or the continuance of which would entitle Tenant to terminate this Lease
after the passage of time, unless the condition is corrected within any time
allowed under this Lease or by law, the transfer shall not affect Tenant's right
to terminate.

     14.03.  NO LIABILITY FOR THEFT, ETC. All property of Tenant in the Project
shall be kept at Tenant's own risk, and Landlord shall not be responsible for
any theft of Tenant's property or any property of any agent, servant, employee,
contractor or invitee of Tenant, unless the theft is committed by Landlord, its
agents, employees or contractors and Tenant shall indemnify and hold Landlord
harmless from any claim against Landlord by any agent, servant, employee,
contractor or invitee of Tenant based upon any allegation of theft for which
Landlord's liability is disclaimed under this paragraph.

ARTICLE XV - DEFAULTS AND ENFORCEMENT OF LEASE

     15.01.  EVENTS OF DEFAULT BY TENANT. Tenant will be in default of Tenant's
obligations under the Lease upon the happening of any of the following:

(a)    If any payment of Rent has not been made within 10 business days after
       Notice to Tenant that the payment has not been received by Landlord on or
       before its due date.

(b)    If Tenant shall commit a default on account of a failure to execute and
       deliver any estoppel or subordination, non disturbance and/or attornment
       agreement in the manner provided in Article X.

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(c)    If Tenant shall commit a default on account of a failure to discharge a
       mechanic's lien in the manner provided in paragraph 6.02.

(d)    The failure to cure within 30 days after Notice to Tenant the non
       compliance by Tenant with any other material obligation of Tenant under
       this Lease, except that in the case of an obligation not capable of being
       cured within said 30 day period (determined without regard to the cost or
       ability to pay for compliance), Tenant will not be in default as long as
       Tenant has commenced the cure of the non compliance reasonably promptly
       after the Notice and is continuously thereafter diligently proceeding to
       complete the cure.

     15.02.  REMEDIES ON ACCOUNT OF DEFAULT. In the event of default by Tenant,
then Landlord may terminate this Lease and recover possession of the Leased
Premises, and Landlord may exercise any other remedy available under the law to
Landlord on account of a breach of lease by a tenant. Landlord agrees to use its
reasonable efforts to mitigate damages incurred under this Article 15.

     15.03.  COSTS OF ENFORCING LEASE. Landlord shall be entitled to
reimbursement from Tenant of the reasonable costs of enforcement of this Lease
incurred by Landlord (including a reasonable attorney's fee) in any action or
proceeding (whether or not suit is brought) of Landlord to enforce the
provisions of this Lease on account of any event of default of Tenant to adhere
to Tenant's obligations under this Lease, provided that Landlord prevails in
such action or proceeding.

     15.04.  JURY WAIVER, FORUM AND VENUE. Landlord and Tenant waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
against the other on any matters whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Leased Premises, and/or claim of injury or damage. In any
dispute between the parties relating to the tenancy hereby created, unless the
parties shall agree otherwise, the exclusive forum for any such legal action
shall be the Connecticut state court hearing landlord and tenant disputes, with
venue based on the location of the Leased Premises and not the residence or
location of the parties.

ARTICLE XVI - VACATING AT END OF TERM, HOLDING OVER

     16.01.  VACATING LEASED PREMISES AT END OF TERM. At the expiration of the
Term, whether by lapse of time or for any other reason, Tenant will surrender
the Leased Premises to Landlord, the condition of which upon the surrender shall
be broom clean, free of all personal property and in good repair, reasonable
wear and tear and casualty excepted. All keys to any doors at the Leased
Premises shall be turned over to Landlord upon the surrender, and Tenant shall
provide Landlord with any other means for opening any other locks (safes,
vaults, etc.) at the Leased Premises upon the surrender. Prior to the surrender:
Tenant shall remove all of Tenant's trade fixtures, unless Landlord shall
Consent to the retention of any trade fixture; Tenant will remove any alteration
that had made in the Project by Tenant without Landlord's Approval; and Tenant
will repair and/or restore the Leased Premises and/or Project as a result of any
removal of any fixture or improvement removed by Tenant. Without diminishing
Tenant's responsibility to remove items from and repair damage in the Leased
Premises at the end of the Term, if, prior to Tenant's vacating of the Leased
Premises, Tenant fails to remove any item of personal property or any trade
fixtures or improvement that it is Tenant's responsibility to removed, all such
items will become the property of Landlord. Tenant's business and trade
fixtures, machinery and equipment, whether or not attached to the Premises, and
all furniture, furnishings and other articles of movable personal property shall
be and remain Tenant's property and may be removed by Tenant prior to the
expiration date of this Lease. Landlord agrees

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that Tenant shall not be required to remove any part of the Landlord's Work
pursuant to the Work Letter and Tenant shall not be required to remove any
alteration, installation, addition or improvement made by or on behalf of
Tenant, after completion of the Landlord's Work, unless Landlord, at that time
it grants its approval to such alteration, installation or improvement, notifies
Tenant that the same must be removed at the end of the Lease Term and provided
that such change does not constitute a normal office alteration, installation,
addition or improvement.

     16.02.  HOLDING OVER. If Tenant shall hold over beyond the end of the Term
with the Consent of Landlord, then the provisions of the hold over tenancy shall
be the same provisions set forth in this Lease governing the rights and
obligations of the parties during the Term, except that: the tenancy shall be on
the basis of a month to month tenancy, terminable by Landlord immediately by
issuance of a 30 day notice, as long as the quitting date is at least 8 days
after the giving of the notice to quit; there shall be no rights or options in
Tenant to extend the Term, increase or decrease the size of the Leased Premises,
purchase any portion of the Project, exercise any right of refusal to any
leasing or sale of any portion of the Project or any similar rights that may
have been in effect during the Term; and the Monthly Base Rent for the hold over
shall be the Monthly Base Rent in effect immediately prior to the end of the
Term, which shall be increased in the same manner as the Monthly Base Rent had
been increased by any formula or with any regular frequency during the Term. If
Tenant shall not have vacated the Leased Premises on or before the end of the
Term and does not have Landlord's Consent to remain in the Leased Premises, the
failure to vacate shall not be treated as a hold over for any further term and
it is agreed that the use and occupancy damages for which Tenant will be liable
during any such period of occupancy will be the amount that would have been
payable as Additional Rent had this Lease remained in effect during the period
of occupancy plus an amount equal to one and a half times the Monthly Base Rent
in effect at the end of the Term.

ARTICLE XVII - MISCELLANEOUS PROVISIONS

     17.01.  NO WAIVER OF OBLIGATIONS. The waiver by Landlord or Tenant of any
breach by or obligation of the other party of any provision in this Lease shall
not be deemed to be a waiver of any other breach or obligation. The acceptance
of any Rent by Landlord or the payment thereof by Tenant shall not be deemed to
be a waiver of any breach by any party. No payment by Tenant or receipt by
Landlord of any payment which is less than the amount due shall be deemed to be
a waiver of any right to obtain payment of the full amount due, and Landlord may
apply any payment by Tenant to any charge owed by Tenant to Landlord under the
provisions of this Lease, and no restrictive endorsement, statement of Tenant or
any other attempt by Tenant to restrict the application of the payment in any
contrary manner shall be operative or effective, and no endorsement on any check
or payment made by or on the behalf of Tenant shall be deemed as any accord and
satisfaction for any obligation, other than satisfaction of the charge to which
Landlord has applied the payment. No waiver of any breach or obligation of any
party shall be effective unless in writing by the party charged with the waiver.

     17.02.  ENTIRE AGREEMENT. This Lease, including any exhibits attached to it
or referenced by it, constitute the entire agreement between the parties as to
this leasing, and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between the parties other than those
contained in or specifically referenced by this Lease. No subsequent alteration,
amendment, change or addition to this Lease shall be binding upon either party
unless in writing by the party to be charged.

     17.03.  SEVERABILITY. The provisions of this Lease are severable, and if
any provision shall be determined to be invalid or unenforceable, the provision
shall be enforced to the extent permitted by law and, to the extent any
provision or portion thereof remains unenforceable or invalid, it shall be
severed from this Lease and

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<Page>

the remainder of the Lease shall be valid and enforced to the fullest extent
permitted by the law.

     17.04.  HEADINGS NOT TO LIMIT EFFECT OF LEASE. The headings for the
articles and paragraphs of this Lease are inserted for ease of reference only
and no such heading shall be interpreted to limit the operation of any language
contained in the article or paragraph following the heading. All language in
this Lease shall be given its full operative effect, regardless of the article
or paragraph in which it is located and regardless of its location, proximity or
lack of proximity to any other related or unrelated provisions.

     17.05.  DATES. If the Initial or Actual Commencement Date or any other date
on which any obligation or event in this Lease is dependent is not a date
certain, the Commencement Date shall in no event be later than a time which
would not violate any applicable rule against perpetuities, determined as if all
relevant lives in being ceased as of the date of execution of this Lease.

     17.06.  FORCE MAJEURE. In the event that Landlord or Tenant shall be
delayed in, hindered in, or prevented from, the performance of any act required
under the provisions of this Lease, except for the payment of money, by reason
of strikes, lock-outs, labor troubles, inability to procure materials, failure
of power, restrictive governmental laws or regulations, riots, insurrection, war
or other reason of a like nature not the fault of the party whose act is delayed
("Force Majeure"), then as long as the party whose act is delayed is using best
efforts to avoid the delay and the effect of the Force Majeure, then performance
of such act shall be excused for the period of the delay.

     17.07.  LANDLORD'S ENTRY INTO LEASED PREMISES. Landlord and Landlord's
agents and other representatives shall have the right to enter into and upon the
Leased Premises at all reasonable hours, upon reasonable advance written or
verbal notice to Tenant and consistent with Tenant's security requirements, for
the purpose of examining the Leased Premises or making such repairs or
alterations therein as may be necessary, in Landlord's reasonable discretion,
for maintaining the Project in a condition of safety and good repair. Landlord's
entry under this paragraph may be made at any hour and without notice in the
case of emergency. During any period in which Tenant is in possession of the
Leased Premises, Tenant will provide Landlord with a key or set of keys and any
other means necessary for Landlord to gain emergency access to the Leased
Premises in accordance with the provisions of this Paragraph, and Tenant shall
update the key, keys or other means of access on hand with Landlord at any time
the locks to the Leased Premises are changed.

     17.08.  SHOWING OF LEASED PREMISES. Tenant will permit Landlord and
Landlord's agents to show the Leased Premises to any prospective purchaser of
the Project at reasonable hours and upon advance written or verbal notice to
Tenant. During any period in which there are less than 6 months remaining in the
Term, Tenant

                                                                         PAGE 24
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will permit Landlord and Landlord's agents: to show the Leased Premises to any
prospective tenant for the Leased Premises at reasonable hours and upon advance
written or verbal notice to Tenant; and to place a sign on the front of the
Leased Premises offering the same for lease, so long as it does not interfere
with any of Tenant's signage permitted under other provisions of this Lease.

     17.09.  NO RESERVATION OR OFFER. The submission of this Lease for
examination does not constitute a reservation of the Leased Premises, and option
to lease the Leased Premises or in any other manner an offer by Landlord, unless
and until it is executed by Landlord and delivered to Tenant.

     17.10.  NO RECORDING. Tenant shall not record this Lease, but Landlord
agrees to execute a notice of lease in accordance with the Connecticut General
Statutes regarding the recording of notices of lease. Tenant may record the
notice of lease. If Tenant violates this paragraph, then notwithstanding any
other provision in this Lease to the contrary, Landlord may, at Landlord's
election, without any further Notice or cure period, terminate the Lease on
account of the breach.

     17.11.  JOINT AND SEVERAL LIABILITY. The references to Tenant and Landlord
in this Lease mean all persons or entities comprising Tenant or Landlord at any
given time, and if Tenant or Landlord shall consist of more than one person or
entity, the obligations of each person or entity shall be joint and several with
all other persons or entities comprising Tenant or Landlord, as applicable. The
obligations of Tenant hereunder are solely Tenant's corporate obligations and
nothing contained herein shall be construed to impute any personal liability on
any officers, directors, or employees of Tenant.

     17.12.  CHOICE OF LAW. Connecticut law shall apply to all state law matters
arising under this Lease.

                                                                         PAGE 25
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ADDITIONAL TERMS:

-  Landlord's Initial Fit-Out - Exhibit C.

-  Operating Expense Budget - Exhibit F

-  Amenities/Enterprise Corporate - Exhibit G

   -  Right of First Refusal - Exhibit H.

                                                                         PAGE 26
<Page>

   IN WITNESS WHEREOF, each party has caused this Lease to be executed on the
date below written, the date of the Lease being as of the date set forth on the
face page, if different than the date of execution for either party.


Landlord:                                 Tenant:


/s/ Robert D. Scinto                 /s/ Stephen M. Lamando
----------------------------         ------------------------------------------
/s/ Robert D. Scinto                 The Clayton Grp. Inc., and First Madison
                                     Services, Inc.

Its:                                 Its: President

Date: 12-2-02                        Date: 10/15/02
     ----------                           -------------------------------------

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