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                                                               Exhibit 10.64



         AGREEMENT OF LEASE made as of the 4TH day of October, 1996, between
NANTUCKET ROOST ASSOCIATES, LLC, a Connecticut limited liability company with an
address at 29 Taylor Avenue, Bethel, Connecticut 06801 ("Landlord"), and
CANNONDALE CORPORATION, a Delaware corporation with an address at 9 Brookside
Place, Redding, Connecticut 06829 ("Tenant").

                               W I T N E S S E T H

         Landlord and Tenant, for themselves and their respective successors and
assigns, hereby covenant and agree as follows:

                                    ARTICLE 1
                           Demise; Premises; Term; Use

         1.01 Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord, upon and subject to the covenants, agreements, terms, provisions and
conditions of this Lease, the "Demised Premises" (as hereinafter defined). The
Demised Premises consist of the parcels of land described in Schedule A attached
to this Lease and incorporated herein ("Land"), and the buildings and
improvements on the Land (collectively, "Building").

         1.02 The term of this Lease shall commence on the date hereof
("Commencement Date"), and shall terminate on June 30, 1997 ("Expiration Date"),
or shall end on such earlier date upon which said term may expire or be canceled
or terminated pursuant to any of the provisions of this Lease or pursuant to
law.

         1.03 Tenant shall use and occupy the Demised Premises solely for
executive and administrative offices and research and development for bicycles
and bicycle products and for no other purpose.

         1.04 Tenant shall not suffer or permit the Demised Premises or any part
thereof to be used in any manner, or anything to be done therein, which would in
any way (a) violate any of the provisions of any mortgage to which this Lease is
or shall be subordinate, (b) violate any laws, ordinances or requirements of
public authorities or any covenants or agreement to which the Demised Premises
are subject, (c) make void or voidable any fire or liability insurance policy
then in force with respect to the Demised Premises, (d) make unobtainable from
reputable insurance companies authorized to do business in the State of
Connecticut at standard rates any casualty insurance or liability, boiler or
other insurance that Landlord or Tenant may carry, (e) cause or in Landlord's
reasonable judgment be likely to cause physical damage to the Demised Premises
or any part thereof or to any part of the Building or any of the systems or
equipment therein, (f) constitute a public or private nuisance, or (g) discharge
objectionable fumes, vapors or odors from the Demised Premises.
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         1.05 Tenant shall not at any time use or occupy, or suffer or permit
anyone to use or occupy the Demised Premises, or do or permit anything to be
done in the Demised Premises, in violation of the Certificate of Occupancy for
the Demised Premises and/or Building.

         1.06 Tenant's use of the systems and equipment in the Building
(including, without limitation, the electrical, plumbing and heating systems)
shall not exceed the mechanical or electrical capabilities of such Building
equipment or systems.

         1.07 Tenant acknowledges that it has inspected the Demised Premises and
accepts them in their "AS IS" condition on the Commencement Date. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
promises or representations regarding the Demised Premises or the use or
occupancy thereof upon which Tenant is relying in entering into this Lease.

                                    ARTICLE 2
                                      Rent

         2.01 (a) Throughout the term of this Lease, Tenant shall pay to
Landlord as rent for the Demised Premises ("Net Rent") the amount of One Hundred
Ninety-Two Thousand and no/100 Dollars ($192,000) per annum, in equal monthly
installments of $16,000. If Sandvick Associates, Inc. fails to substantially
complete the construction of Tenant's new corporate headquarters in Bethel,
Connecticut on or before July 1, 1997, then, subject to subsection 2.01(b)
below, as of July 1, 1997 and for each month thereafter until such construction
is substantially complete, the monthly Net Rent under this Lease shall be
reduced by ten percent (10%) per month from the monthly Net Rent for the
immediately preceding month. The Net Rent shall be paid in advance, without
demand, on the first day of each calendar month, and shall be paid without any
setoff, abatement or deduction whatsoever at Landlord's address set forth above
or at such other address as Landlord may designate by notice.

                  (b) Tenant and Sandvick Associates, Inc. have entered into a
certain Standard Form of Agreement Between Owner and Design/Builder with respect
to the construction of Tenant's new corporate headquarters. If the completion
date under such Design/Build Agreement is extended as a result of authorized
adjustments or delays not caused by Sandvick Associates, Inc., then the July 1,
1997 date set forth above for commencement of a rent penalty shall be extended
by the number of days the completion date under the Design/Build Agreement is
extended.

         2.02 In addition to Net Rent, all other amounts which Tenant may become
obligated to pay Landlord hereunder shall be deemed additional rent and, unless
otherwise provided herein, shall be paid within ten days after demand by
Landlord.

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         2.03 If Tenant shall fail to pay any Net Rent or additional rent within
fifteen days after the due date thereof, the late payment shall be subject to a
late charge of five percent (5%) of the overdue amount.

         2.04 It is the purpose and intent of Landlord and Tenant that the Net
Rent shall be absolutely net to Landlord so that this Lease shall yield, net to
Landlord, the Net Rent specified herein in each year during the term of this
Lease, and that all costs, expenses and obligations of every kind and nature
whatsoever, relating to the Demised Premises which may arise or become due
during or out of the term of this Lease shall be paid by Tenant, and that
Landlord shall be indemnified and saved harmless by Tenant from and against the
same.

                                    ARTICLE 3
                       Insurance; Nonliability; Indemnity

         3.01 Throughout the term of this Lease, Tenant, at its sole cost and
expense, but for the mutual benefit of Landlord and Tenant and such other party
or parties as may be designated by Landlord as named insureds as their interests
may appear, shall maintain: (a) standard Comprehensive General Liability
Insurance covering the Demised Premises on an occurrence basis with minimum
limits of liability in an amount of not less than $3,000,000 combined single
limit, and with respect to damage to property including water damage and
sprinkler leakage legal liability arising out of any one occurrence, which
insurance shall contain products/completed operations coverage and which
insurance shall be primary; and (b) such other insurance, and in such greater
amounts as may from time to time be reasonably required by Landlord against the
same and/or other insurable hazards which at the time are commonly insured
against in the case of premises similarly situated and utilized.

         3.02 Tenant may effect for its own account any insurance not required
under the provisions of this Lease, but any insurance effected by Tenant on the
Demised Premises, whether or not required under this Article, shall be for the
mutual benefit of Landlord and Tenant and shall be subject to all other
provisions of this Article.

         3.03 (a) All insurance provided for in this Article shall be effected
under valid and enforceable policies issued by insurers of recognized
responsibility which are licensed to do business in the State of Connecticut,
are well rated by national rating organizations, and have been approved in
writing by Landlord, which approval shall not be unreasonably withheld. On or
before the occupancy of any part of the Demised Premises, and thereafter not
less than 30 days prior to the expiration dates of the expiring policies
theretofore furnished pursuant to this Article, or any other Article of this
Lease, originals of the policies bearing notations evidencing the payment of
premiums or accompanied by

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other evidence reasonably satisfactory to Landlord of such payments, shall be
delivered by Tenant to Landlord. All such policies shall contain a provision to
the effect that the same will be noncancellable except upon 30 days written
notice to Landlord and the holder of any mortgage on the Demised Premises.
Landlord and Tenant waive their right to recover damages against each other for
any reason whatsoever to the extent the damaged party recovers indemnity from
its insurance carrier. Any insurance policy procured by a party with respect to
the Demised Premises or its property therein which does not name the other party
as an additional insured shall contain a waiver of subrogation or permission to
waive claims. All public liability and property damage policies shall contain a
severability of interest clause.

        (b) Landlord releases Tenant and Tenant's agents and employees
from liability for loss or damage to the Building that is covered by Landlord's
casualty insurance with respect to the Building, or, if Landlord fails to
maintain replacement cost "all risk" casualty insurance with respect to the
Building, would have been covered by such insurance. This release shall not be
limited to the liability of Tenant or Tenant's employees or agents to Landlord;
it shall also apply to Tenant's or Tenant's agents' or employees' liability to
any person claiming through or under Landlord pursuant to a right of subrogation
or otherwise. This release shall apply even if the loss or damage shall have
been caused by the fault or negligence of Tenant or Tenant's agents or
employees.

         3.04 If at any time during the term of this Lease, Landlord shall
request that the amount of insurance provided by Tenant, as required by this
Article, be increased on the ground that such coverage is inadequate properly to
protect the interest of Landlord, or if Landlord shall require other insurance
pursuant to subsection 3.02(b), and Tenant shall refuse to comply with any such
request or requirement, the dispute shall be submitted to arbitration as
provided in Article 21 hereof. Tenant shall thereafter carry the amount, and
such kind, of insurance as determined by such arbitration to be adequate and
required, but in no event shall the amount of insurance be less than the amount
specified in Section 3.02.

         3.05 (a) Landlord shall have the right, at its expense, to maintain any
additional insurance with respect to the Demised Premises not required under
this Article.

         (b) Anything in this Lease to the contrary notwithstanding,
in the event of a casualty, Landlord shall have no obligation to repair or
restore Tenant's property in the Demised Premises.

         3.06  Landlord or its employees or agents shall not be liable
for any injury or damage to persons or property resulting from

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fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow
or leaks from any part of the Demised Premises, or from the pipes, appliances or
plumbing works or from the roof, street or subsurface or from any other place or
by dampness or by any other cause of any nature whatsoever, unless caused by the
negligence of Landlord or its agents or employees.

         3.07 Tenant will indemnify Landlord against, and hold Landlord and
Landlord's employees and agents harmless from, any and all demands, claims,
causes of action, fines, penalties, damages, losses, liabilities, judgments and
expenses (including, without limitation, attorneys' fees and disbursements)
incurred in connection with or arising from: (a) the use or occupancy of the
Demised Premises by Tenant or any person claiming under Tenant; (b) any
activity, work or thing done, or permitted or suffered by Tenant on or about the
Demised Premises; (c) any acts, omissions, or negligence of Tenant or any person
claiming under Tenant, or the contractors, agents, employees, invitees,
customers or visitors of Tenant or any such person; (d) any breach, violation or
nonperformance by Tenant or any person claiming under Tenant or the employees,
agents, contractors, invitees, customers or visitors of Tenant or any such
person of any term, covenant or provision of this Lease or any legal
requirements or requirements of governmental authorities; or (e) (except for
loss of use of all or any portion of the Demised Premises or Tenant's property
located within the Demised Premises which is proximately caused by or results
proximately from the negligence of Landlord or Landlord's employees or agents),
any injury or damage to the person, property or business of Tenant, its
employees, agents, contractors, invitees, customers, visitors or any other
person entering upon the Demised Premises under the express or implied
invitation of Tenant. If any action or proceeding is brought against Landlord or
Landlord's employees or agents by reason of any such claim, Tenant, upon notice
from Landlord, will defend the claim at Tenant's expense with counsel reasonably
satisfactory to Landlord.

         3.08 Tenant shall give Landlord notice in case of fire or accidents in
the Demised Premises, which notice shall be given promptly after Tenant becomes
aware of any such event.

         3.09 Tenant agrees to look solely to Landlord's estate and interest in
the Demised Premises for the satisfaction of any right or remedy of Tenant or
for the collection of a judgment (or other judicial process) requiring the
payment of money by Landlord, in the event of any liability by Landlord under
this Lease, and no other property or assets of Landlord or any partner,
shareholder or member of Landlord shall be subject to levy, execution,
attachment or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder, or Tenant's use and occupancy of the Demised Premises, or any
other liability of Landlord to Tenant hereunder.

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         3.10 In any litigation between the parties regarding this Lease, the
losing party shall pay to the prevailing party all reasonable expenses and court
costs including attorneys' fees incurred by the prevailing party. A party shall
be considered the prevailing party if:

                  (a)      it initiated the litigation and substantially obtains
                           the relief it sought, either through a judgment or
                           the losing party's voluntary action before
                           arbitration (after it is scheduled), trial, or
                           judgment;

                  (b)      the other party withdraws its action without sub-
                           stantially obtaining the relief it sought; or

                  (c)      it did not initiate the litigation and judgment is
                           entered for either party, but without substantially
                           granting the relief sought.

                                    ARTICLE 4
                                Repairs; Services

         4.01 Throughout the term of this Lease, Tenant, at its sole cost and
expense, will take good care of the Demised Premises and the sidewalks, curbs
and parking areas adjoining the Demised Premises and will keep the same in good
order and condition, and make all necessary repairs thereto, interior and
exterior, ordinary and extraordinary, unforeseen and foreseen, structural and
non-structural. When used in this Article 4, the term "repairs" shall include
all necessary replacements, renewals, alterations, additions and betterments.

         4.02 The necessity for and adequacy of repairs to the Demised Premises
pursuant to Section 4.01 hereof shall be measured by the standard which is
appropriate for buildings of similar construction and class, provided that
Tenant shall in any event make all repairs necessary to avoid any waste or
injury to the Demised Premises and shall make all alterations, additions and
betterments required under governmental laws, ordinances, rules and regulations
applicable to the Demised Premises.

         4.03 Tenant shall put, keep and maintain all portions of the Demised
Premises and the sidewalks, curbs, parking areas and passageways adjoining the
same in a clean and orderly condition, free of dirt, rubbish, snow, ice and
unlawful obstructions.

         4.04 Landlord shall not be required to furnish any services or
facilities or to make any repairs or alterations in or to the Demised Premises.
Tenant hereby assumes the full and sole responsibility for the condition,
operation, repair, replacement, maintenance and management of the Demised
Premises. Tenant shall pay all charges for electricity, gas, fuel oil, water,
telephones,

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sanitary sewer and any other utilities used by it in connection with the Demised
Premises. Tenant, at its expense, shall supply its own requirements for heat,
hot water, air-conditioning, cleaning, refuse removal and any other services
required with respect to the Demised Premises.

         4.05 With respect to the maintenance and operation of the Demised
Premises, Tenant, at its expense, shall comply with all applicable governmental
laws, ordinances, rules and regulations.

         4.06 In case any dispute shall arise at any time between Landlord and
Tenant as to the standard of care and maintenance of the Demised Premises, such
dispute shall be determined by arbitration as provided in Article 21 hereof.

         4.07 If Tenant shall fail to make repairs in accordance with its
obligations hereunder, Landlord shall have the right, at its option, after
Landlord shall have given to Tenant ten days' notice (except in case of an
emergency), to make such repairs on behalf and for the account of Tenant, to
enter upon the Demised Premises for such purposes, and Tenant shall pay the cost
thereof as additional rent within ten days after demand by Landlord.

                                    ARTICLE 5
               Changes and Alterations; Ownership of Improvements

         5.01 Tenant shall have the right at any time and from time to time
during the term of this Lease, whether at the commencement of the term hereof or
at any time thereafter, to make, at its sole cost and expense, changes and
alterations in or of the Demised Premises, subject, however, in all cases to the
following:

                  (a) No change or alteration involving an estimated cost of
more than $3,000 shall be undertaken except after 5 days' prior written notice
to Landlord.

                  (b) No change or alteration which is (i) structural, (ii)
affects the mechanical, electrical, plumbing or HVAC systems of the Demised
Premises, or (iii) involves an estimated cost of more than $7,500, shall be made
without the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed.

                  (c) No change or alteration shall be undertaken until Tenant
shall have procured and paid for, so far as the same may be required from time
to time, all permits and authorizations of all municipal departments and
governmental subdivisions having jurisdiction. Landlord shall join in the
application for such permits or authorizations whenever such action is
necessary.

                  (d) Any change or alteration requiring Landlord's consent
under subsection (b) above shall be conducted under the

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supervision of an architect and/or engineer selected by Tenant and approved in
writing by Landlord (which approval shall not be unreasonably withheld), and no
such change or alteration shall be made except in accordance with detailed plans
and specifications and cost estimates prepared and approved in writing by
Landlord (which approval shall not be unreasonably withheld).

                  (e) Any change or alteration shall, when completed, be of such
a character as not to reduce the value of the Demised Premises below its value
immediately before such change or alteration.

                  (f) Any change or alteration shall be made promptly
(unavoidable delays excepted) and in a good and workmanlike manner and in
compliance with all applicable permits and authorizations and building and
zoning laws and ordinances and with all other laws, ordinances, orders, rules,
regulations and requirements of all federal, state and municipal governments,
departments, commissions, boards and officers, any national or local Board of
Fire Underwriters, or any other body hereafter exercising functions similar to
those of any of the foregoing.

                  (g) The cost of any such change or alteration shall be paid in
cash or its equivalent, so that the Demised Premises shall at all times be free
of liens for labor and materials supplied or claimed to have been supplied to
Tenant.

                  (h) Worker's compensation insurance in statutory limits
covering all persons employed in connection with the work and with respect to
whom death or bodily injury claims could be asserted against Landlord, Tenant or
the Demised Premises, and general liability insurance for the mutual benefit of
Tenant and Landlord in such limits as Landlord may reasonably require, shall be
maintained by Tenant at Tenant's sole cost and expense at all times when any
work is in process in connection with any change or alteration. All such
insurance shall be in a company or companies of recognized responsibility, and
all policies or certificates therefor issued by the respective insurers, bearing
notations evidencing the payment of premiums or accompanied by other evidence
satisfactory to Landlord of such payment, shall be delivered to Landlord.

         5.02 All alterations, installations, additions or improvements upon the
Demised Premises made by any party prior to or during the term of this Lease
shall, at the expiration of the term hereof, become the property of Landlord and
be surrendered with said premises as part thereof at the end of the term.

         5.03 At or before the Expiration Date, or the date of any earlier
termination of this Lease, Tenant at its expense, shall remove from the Demised
Premises all of Tenant's property and shall repair any damage to the Demised
Premises resulting from such

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removal. Any other items of Tenant's property which shall remain in the Demised
Premises after the Expiration Date or after a period of 15 days following an
earlier termination date, may, at the option of Landlord, be deemed to have been
abandoned, and in such case either may be retained as Landlord as its property
or may be disposed of, without accountability, in such manner as Landlord may
see fit at Tenant's expense.

         5.04 (a) Tenant, at its expense, shall procure promptly the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Tenant's work which shall be issued by any public authority
having or asserting jurisdiction. Tenant shall defend, indemnify and save
harmless Landlord against any and all mechanic's and other liens in connection
with Tenant's work, repairs or installations, including but not limited to the
liens of any conditional sale of, or chattel mortgages upon, any materials,
fixtures, or articles so installed in and constituting part of the Demised
Premises and against all cost, attorneys' fees, fines, expenses and liabilities
reasonably incurred in connection with any such lien, conditional sale or
chattel mortgage or any action or proceeding brought thereon. Tenant shall pay
in full for all materials, fixtures, equipment and other articles prior to
installation in the Demised Premises.

                  (b) Tenant, at its expense, shall procure the satisfaction or
discharge, by bonding or otherwise, of all such liens within 30 days of the
filing of such lien against the Demised Premises. If Tenant shall fail to cause
such lien to be discharged within the period aforesaid, then in addition to any
other right or remedy, Landlord may, but shall not be obligated to, discharge
the same either by paying the amount claimed to be due or by procuring the
discharge of such lien, by deposit or by bonding proceedings, and in any such
event Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest, costs and
allowances. Any amount so paid by Landlord and all costs and expenses incurred
by Landlord in connection therewith, together with Interest thereon from the
respective dates of Landlord's making of the payment or incurring the cost and
expenses shall constitute additional rent payable by Tenant under this Lease and
shall be paid by Tenant on demand.

                                    ARTICLE 6
                                Security Deposit

                          (Deleted Prior to Execution)

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                                    ARTICLE 7
                            Assignment and Subletting

         7.01 Neither this Lease, nor the term and estate hereby granted, nor
any part hereof or thereof, nor the interest of Tenant in any sublease or the
rentals thereunder, shall be assigned, mortgaged, pledged, encumbered or
otherwise transferred by Tenant, Tenant's legal representative or successors in
interest by operation of law or otherwise, and neither the Demised Premises, nor
any part thereof, shall be encumbered in any manner by reason of any act or
omission on the part of Tenant or anyone claiming under or through Tenant, or
shall be sublet or be used or occupied or permitted to be used or occupied by
anyone other than Tenant, or for any purpose other than as permitted by this
Lease without the prior written consent of Landlord in each case.

                                    ARTICLE 8
                             Damage and Destruction

         8.01 If the Demised Premises shall be partially or totally damaged or
destroyed by fire or other casualty, Landlord shall, subject to Section 8.03
hereof, repair the damage and restore and rebuild the Demised Premises as nearly
as may be reasonably practicable to its condition and character immediately
prior to such damage or destruction, with reasonable diligence, after notice to
it of the damage or destruction; provided that Landlord shall not be obligated
to expend upon such repair or restoration any amount in excess of the net
insurance proceeds received by Landlord pursuant to insurance maintained by
Landlord and provided that Landlord's obligations shall be subject to then
applicable zoning and planning regulations.

         8.02 If the Demised Premises and/or access thereto shall be partially
or totally damaged or destroyed by fire or other casualty, the rents payable
hereunder shall be abated to the extent that the Demised Premises shall have
been rendered untenantable, from the date of such damage or destruction to the
date the damage shall be substantially repaired or restored. Should Tenant
reoccupy a portion of the Demised Premises during the period that the repair or
restoration or is in progress and prior to the date that the same are made
completely tenantable, rents allocable to such portion shall be payable by
Tenant from the date of such occupancy to the date the Demised Premises are made
tenantable.

         8.03 Landlord shall have the option of terminating this Lease and the
term and estate hereby granted if Landlord estimates that renovation of the
Demised Premises shall exceed the shorter of (a) 180 days from the date of the
damage, or (b) the unexpired term of this Lease. Landlord shall exercise such
termination option by notifying Tenant in writing of such termination within 30
days of the date of the damage. If at any time prior to Landlord giving Tenant
the aforesaid notice of termination or commencing the repair

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and restoration pursuant to Section 8.01, the holder of a superior mortgage or
any person claiming under or through the holder of such superior mortgage takes
possession of the Demised Premises through foreclosure or otherwise, such holder
or person shall have a further period of 20 days from the date of so taking
possession to terminate this Lease by appropriate written notice to Tenant.

         8.04 In the event that a notice of termination shall be given pursuant
to Section 8.03, this Lease and the term and estate hereby granted shall expire
as of the date of such termination with the same effect as if that were the date
hereinbefore set for the expiration of the term of this Lease, and the rent due
and to become due hereunder shall be apportioned as of such date if not earlier
abated pursuant to Section 8.01.

         8.05 No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Demised Premises pursuant to this Article
Landlord shall use diligent efforts to effect any required repair or restoration
promptly and in such manner as not to unreasonably interfere with Tenant's use
and occupancy.

         8.06 Landlord shall not carry insurance of any kind on Tenant's
property, and shall not be obligated to repair any damage thereto or replace the
same.

         8.07 The provisions of this Article shall be considered an express
agreement governing any case of damage or destruction of the Demised Premises by
fire or other casualty, and any law to the contrary, now or hereafter in force,
shall have no application in such case.

         8.08 Notwithstanding any of the foregoing provisions of this Article,
if Landlord or the holder of any superior mortgage shall be unable to collect
all of the insurance proceeds (including rent insurance proceeds) applicable to
damage or destruction of the Demised Premises by fire or other cause, by reason
of some action or inaction on the part of the Tenant or any of its employees,
agents or contractors, then, without prejudice to any other remedies which may
be available against Tenant, the abatement of Tenant's rents provided for in
this Article shall not be effective to the extent of the uncollected insurance
proceeds.


                                    ARTICLE 9
                                 EMINENT DOMAIN

         9.01 In the event that the Demised Premises or any part thereof shall
be taken in condemnation proceedings or by the exercise of any right of eminent
domain or by agreement between Landlord on the one hand and any governmental
authority authorized

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to exercise such right on the other hand, Landlord shall be entitled to collect
from any condemnor the entire award or awards that may be made in any such
proceeding without deduction therefrom for any estate hereby vested in or owned
by Tenant, to be paid out as in this Article provided and except as provided in
Section 9.04 hereof. Tenant hereby expressly assigns to Landlord all of its
right, title and interest in or to every such award and also agrees to execute
any and all further documents that may be required in order to facilitate the
collection thereof by Landlord.

         9.02 (a) At any time during the term of this Lease if title to such
portion of the Demised Premises as shall render the balance of the Demised
Premises unsuitable for the conduct of Tenant's business shall be taken in
condemnation proceedings or by the exercise of any right to eminent domain or by
agreement between Landlord on the one hand and any governmental authority
authorized to exercise such right on the other hand, Tenant shall have the right
to terminate this Lease by written notice to Landlord within 30 days after the
taking. This Lease shall terminate and expire on the date of such taking, and
the Net Rent and additional rent provided to be paid by Tenant shall be
apportioned and paid to the date of such taking.

              (b) At any time during the term of this Lease if title to the
Main Building or 40% or more of the Land shall be taken in condemnation
proceedings or by the exercise of any right to eminent domain or by agreement
between Landlord on the one hand and any governmental authority authorized to
exercise such right on the other hand, this Lease shall terminate and expire on
the date of such taking and the Net Rent and additional rent provided to be paid
by Tenant shall be apportioned and paid to the date of such taking.

         9.03 If this Lease does not terminate under Section 9.02, this Lease
shall continue in full force and effect, and the Net Rent apportioned to the
part taken shall be prorated and adjusted as of the date of taking, and from
such date the Net Rent and additional rent shall be reduced to the amount
apportioned to the remainder of the Demised Premises.

         9.04 Notwithstanding the foregoing provisions of this Article and
subject to the interest of any mortgagee of Landlord, Tenant shall be entitled
to appear, claim, prove and receive in the proceedings relating to any such
taking such portion of each award made therein as represents the then value of
Tenant's property, if any, and/or the costs of relocating, if any are granted,
provided the same does not reduce Landlord's award.

         9.05 In the event of any such taking which does not result in a
termination of this Lease, Landlord, at its expense, shall proceed with
reasonable diligence to repair, alter and restore the remaining part of the
Demised Premises to substantially the same

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condition as it was in immediately prior to such taking to the extent that the
same may be feasible, so as to constitute a tenantable Demised Premises,
provided that Landlord's liability under this Section shall be limited to the
net amount received by Landlord from the award arising out of such taking.

                                   ARTICLE 10
                               Access to Premises

         10.01 Landlord and its authorized representatives shall have the right
to enter upon the Demised Premised during all regular business hours for the
purpose of inspecting the same or exhibiting the same to prospective purchasers,
mortgagees and tenants. Landlord and its authorized representatives shall also
have the right to enter upon the Demised Premises during all regular business
hours (and in emergencies at all times) for the purpose of making any repairs
thereto as Landlord may deem necessary; and in connection therewith, Landlord
shall have the right to bring and store materials, tools and equipment, without
the same constituting an actual or constructive eviction of Tenant from the
Demised Premises or any part thereof. All entries by Landlord and its
representatives (except in case of emergency) shall be upon reasonable prior
notice to Tenant, which notice may be by means of personal or telephonic
communication or by ordinary mail.

                                   ARTICLE 11
                       Subordination; Estoppel Certificate

         11.01 This Lease and all of Tenant's rights hereunder are and shall be
subject and subordinate at all times to all covenants, restrictions, easements
and other encumbrances affecting the fee title of the Demised Premises and to
all mortgages, deeds of trust, ground leases or any other method of financing or
refinancing, in any amount, and all advances thereon, which may now or hereafter
be placed against or affect any or all of the Demised Premises, and to all
renewals, modifications, consolidations, replacements and extensions thereof.
The aforesaid provisions shall be self operative and no further instrument of
subordination shall be necessary unless required by any such mortgagee or other
lender, in which case Tenant shall execute, acknowledge and deliver any
requested subordination agreement within 10 days after request.

        11.02 Upon request by Tenant, Landlord shall request that the holder of
any mortgage affecting the Demised Premises enter into a subordination,
non-disturbance and attornment agreement with Tenant.

        11.03 Within ten days after request, Tenant shall execute and deliver to
Landlord or to any party designated by Landlord a so-called "estoppel
certificate", in the form submitted by Landlord to Tenant, whereby Tenant
represents and certifies as to various facts and matters relating to this Lease.

                                       13
<PAGE>   14
                                   ARTICLE 12
                                     Default

        12.01 The following are "Events of Default": (a) Tenant fails to pay
when due any Net Rent, additional rent or other sums or charges reserved
hereunder, and such default continues for ten days after written notice from
Landlord;

        (b) If this Lease be assigned or the Demised Premises be sublet
in whole or in part, either voluntarily or by operation of law, except as herein
expressly provided;

        (c)  Tenant vacates or abandons the Demised Premises;

        (d) This Lease or the Demised Premises or any part of the
Demised Premises are taken upon execution or by other process of law directed
against Tenant, or are taken upon or subjected to any attachment by any creditor
of Tenant or claimant against Tenant, and such attachment is not discharged
within 45 days after its levy;

        (e) Tenant files a petition in bankruptcy or insolvency or for
reorganization or arrangement under the bankruptcy laws of the United States or
under any insolvency act of any state, or is dissolved, or makes an assignment
for the benefit of creditors;

        (f) Involuntary proceedings under any such bankruptcy laws or
insolvency act or for the dissolution of Tenant are instituted against Tenant,
or a receiver or trustee is appointed for all or substantially all of Tenant's
property, and such proceeding is not dismissed or such receivership or
trusteeship is not vacated within forty-five (45) days after such institution or
appointment; or

        (g) Tenant breaches any of the other agreements, terms,
covenants or conditions which this Lease requires Tenant to observe or perform,
and such breach continues for 30 days after written notice by Landlord to
Tenant; provided, however, if such breach cannot reasonably be cured within such
30 day period, an Event of Default shall not have occurred if Tenant promptly
commences a cure of the default and diligently prosecutes the same to
completion.

        12.02 If any one or more of the Events of Default set forth in Section
12.01 above occurs, then Landlord may elect the alternatives set forth in
subsections (a) or (b) below as follows:

                (a) Landlord may terminate this Lease by service of a Notice to
Quit and recover all amounts necessary to compensate Landlord for all detriment
proximately caused by Tenant's failure to perform or observe its obligations
under this Lease, or which in the ordinary course would be likely to result from
such failure, including, but not limited to, the following:

                                       14
<PAGE>   15
                    (i) all unpaid Net Rent, Additional Rent and other sums and
charges reserved under this Lease (collectively, "Rent") and allocable to the
period through the date of Lease termination;

                    (ii) a sum equal to the amount of Rent that would have been
payable by Tenant for the remainder of the term of this Lease had this Lease not
been terminated less the Rent received by Landlord on account of any reletting
of all or any part of the Demised Premises (either by themselves or as part of
larger or different space); provided, however, that if the Demised Premises are
relet for an amount that exceeds the Rent payable by Tenant under this Lease,
Tenant shall not be entitled to payment of, or a credit or set-off for, such
excess amount;

                   (iii) all reasonable costs incurred by Landlord in performing
any repairs, replacements or demolition and removal work which Tenant was
obligated to perform under the Lease and failed to perform; and

                    (iv) all reasonable costs incurred by Landlord in reletting
the Demised Premises, including, without limitation, advertising expenses,
brokerage commissions, leasehold demolition and improvements and/or demolition
and improvement allowances, rent concessions and legal fees; or

                (b) Landlord may elect not to terminate this Lease, and continue
to hold Tenant liable for the Rent, as it accrues. In such event, Landlord: (i)
shall have no obligation whatsoever to mitigate damages, (ii) may bring one
action or periodic actions to collect the Rent, and (iii) may, at its option,
thereafter elect to terminate the Lease in accordance with subsection (a) above.

        12.03 Landlord shall not be deemed to have elected to terminate this
Lease unless Landlord serves a Notice to Quit as set forth in subsection
12.02(a) above.

        12.04 In the event of a termination under subsection 12.02(a) above,
real estate taxes (to the extent the same are payable by Tenant as Additional
Rent under this Lease), for the period from the date of termination through the
end of the Lease term, shall be calculated at the rates or amounts in effect on
the date of termination, assuming a five percent (5%) per annum escalation
thereafter.

        12.05 In the event suit shall be brought for recovery of possession of
the Demised Premises, for the recovery of Rent, or any other amount due under
the provisions of this Lease, for the recovery of damages following termination
of this Lease, or because of the breach of any other covenant contained in this
Lease on the part of Tenant to be kept and performed, Tenant shall pay the
Landlord all reasonable expenses incurred in connection therewith,

                                       15
<PAGE>   16
including, but not limited to, Landlord's attorneys' fees and disbursements.

        12.06 (a) The parties waive trial by jury in any action, proceeding or
counterclaim brought by either party against the other on any matter whatsoever
arising out of or in any way connected with this Lease, the relationship of
landlord and tenant created hereby, Tenant's use or occupancy of the Demised
Premises, or any claim for injury or damage.

                (b) In the event of any breach or threatened breach by Tenant of
any of the terms and provisions of this Lease, Landlord shall have the right to
injunctive relief and declaratory relief as if no other remedies were provided
herein for such breach.

                (c) Suit or suits for the recovery of the Rent and other amounts
and damages set forth in this Article may be brought by Landlord, from time to
time, at Landlord's election, and nothing in this Lease will be deemed to
require Landlord to await the date on which the term of this Lease expires. Each
right and remedy in this Lease will be cumulative and will be in addition to
every other right or remedy in this Lease or existing at law or in equity or by
statute or otherwise, including, without limitation, suits for injunctive relief
and specific performance. The exercise or beginning of the exercise by Landlord
of any such rights or remedies will not preclude the simultaneous or later
exercise by Landlord of any other such rights or remedies. All such rights and
remedies are cumulative and nonexclusive.

                (d) Tenant hereby expressly waives any right to assert a defense
based on merger and agrees that neither the commencement of any action or
proceeding, nor the settlement thereof nor the entry of judgment therein shall
bar Landlord from bringing any subsequent actions or proceedings from time to
time.

                (e) Any provision of this Lease which requires Landlord not to
unreasonably withhold its consent shall never be the basis for an award of
damages or give rise to a right of setoff on Tenant's behalf, but may be the
basis for a declaratory judgment or specific injunction with respect to the
matter in question.

                                   ARTICLE 13
                                 Quiet Enjoyment

        13.01 Tenant, upon performing and observing all of the terms, covenants
and condition of this Lease on Tenant's part to be performed and observed, shall
peaceably and quietly have and enjoy the Demised Premises during the term of
this Lease, subject, nevertheless, to the terms of this Lease and to any
mortgages and encumbrances to which this Lease is or may be subordinate.

                                       16
<PAGE>   17
                                   ARTICLE 14
                              Surrender of Premises

        14.01 Upon the expiration or sooner termination of the term of this
Lease, Tenant shall quit and surrender the Demised Premises, broom clean, in as
good condition and repair as Tenant is required to maintain the same throughout
the term of this Lease, together with all keys. If Tenant shall fail to remove
any of Tenant's property at the Demised Premises, such property shall, at the
option of Landlord, either be deemed abandoned and become the exclusive property
of Landlord, or Landlord shall have the right to remove and store such property,
at the expense of Tenant, and hold Tenant responsible for any and all charges
and expenses incurred by Landlord therefor. If the Demised Premises are not
surrendered as and when aforesaid, Tenant shall indemnify Landlord and hold
Landlord harmless against all loss, cost, expense or liability (including,
without limitation, reasonable attorneys' fees and disbursements), resulting
from the delay by Tenant in so surrendering the same including, without
limitation, any claims made by any succeeding occupant founded on such delay.
Tenant's obligations under this Article shall survive the expiration or sooner
termination of this Lease.

                                   ARTICLE 15
                                  Holding Over

        Should Tenant remain in possession of the Demised Premises after the
expiration of the term hereof without the execution of a new lease, such holding
over, in the absence of a written agreement to the contrary, shall be deemed to
have created and be construed to be a tenancy from month to month terminable on
thirty days' notice by either party to the other, at a monthly Net Rent of 125%
of the Net Rent in effect upon the expiration of the term, subject to all the
other terms, covenants and conditions of this Lease insofar as the same are
applicable to a month to month tenancy.

                                   ARTICLE 16
                                     Broker

        Tenant represents and warrants that no real estate broker or salesman
interested Tenant in the Demised Premises. Tenant shall indemnify Landlord
against and hold Landlord harmless from any loss, cost, damage, expense or
liability incurred by Landlord with respect to any real estate broker or
salesman claiming to have interested or having been responsible for Tenant's
execution of this Lease, including reasonable attorneys' fees and other costs of
defending against any such claims.

                                       17
<PAGE>   18
                                   ARTICLE 17
                                    No Waiver

        The failure of Landlord to insist upon the strict performance of any
provision of this Lease, or the failure of Landlord to exercise any right,
option or remedy hereby reserved shall not be construed as a waiver for the
future of any such provision, right, option or remedy or as a waiver of a
subsequent breach thereof. The consent or approval by Landlord of any act by
Tenant requiring Landlord's consent or approval shall not be construed to waive
or render unnecessary the requirement for Landlord's consent or approval of any
subsequent similar act by Tenant. The receipt by Landlord of rent or other
charges or sums with knowledge of a breach of any provision of this Lease shall
not be deemed a waiver of such breach. No provision of this Lease shall be
deemed to have been waived unless such waiver shall be in writing signed by the
party to be charged. No payment by Tenant or receipt by Landlord of a lesser
amount than the rents, charges and other sums hereby reserved shall be deemed to
be other than on account of the earliest rents, charges and other sums then
unpaid, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment by Tenant be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rents, charges and other sums
due, or Landlord may pursue any other remedy in this Lease provided or by law
permitted.

                                   ARTICLE 18
                                     Notices

        Except as otherwise provided in this Lease, every notice, demand,
consent, approval, request or other communication which may be or is required to
be given under this Lease or by law shall be in writing and shall be sent either
by United States Certified Mail, postage prepaid, return receipt requested, or
by Federal Express or another nationally recognized overnight courier service,
and shall be addressed or delivered, as the case may be to the parties at their
respective addresses set forth above, and the same shall be deemed delivered
upon receipt or refusal of delivery. Either party may designate, by similar
written notice to the other party, any other address for notice purposes.

                                   ARTICLE 19
                              HAZARDOUS SUBSTANCES

        19.01 The term "Hazardous Substances," as used in this Lease, shall
include, without limitation, flammables, explosives, radioactive materials,
asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or
reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic
substances or related materials, petroleum and petroleum products, and
substances

                                       18
<PAGE>   19
declared to be hazardous or toxic under any law or regulation now or hereafter
enacted or promulgated by any governmental authority.

        19.02  Tenant shall not cause or permit to occur:

                (a) Any violation of any federal, state, or local law,
ordinance, or regulation now or hereafter enacted, related to environmental
conditions on, under, or about the Demised Premises, or arising from Tenant's
use or occupancy of the Demised Premises, including, but not limited to, soil
and ground water conditions; or

                (b) The use, generation, release, manufacture, refining,
production, processing, storage, or disposal of any Hazardous Substance on,
under, or about the Demised Premises, or the transportation to or from the
Demised Premises of any Hazardous Substance, except as specifically disclosed on
Schedule I to this Lease.

        19.03   (a) Tenant shall, at Tenant's sole cost and expense, comply with
all laws regulating use, generation, storage, transportation, or disposal of
Hazardous Substances ("Laws").

                (b) Tenant shall, at Tenant's sole cost and expense, make all
submissions to, provide all information required by, and comply with all
requirements of all governmental authorities (the "Authorities") under the Laws.

                (c) Should any Authority or any third party demand that a
cleanup plan be prepared and that a clean-up be undertaken because of any
deposit, spill, discharge, or other release of Hazard Substances that occurred
at any time during Tenant's occupancy of the Demised Premises, either prior to
or during the term of this Lease at or from the Demised Premises, or which
arises at any time from Tenant's use or occupancy of the Demised Premises, then
Tenant shall, at Tenant's sole costs and expense, prepare and submit the
required plans and all related bonds and other financial assurances; and Tenant
shall carry out all such cleanup plans.

                (d) Tenant shall promptly provide all information regarding
the use, generation, storage, transportation, or disposal of Hazardous
Substances that is required by Landlord. If Tenant fails to fulfill any duty
imposed under this Section within a reasonable time, Landlord may do so; and in
such case, Tenant shall cooperate with Landlord in order to prepare all
documents Landlord deems necessary or appropriate to determine the applicability
of the Laws to the Demised Premises and Tenant's use thereof, and for compliance
therewith, and Tenant shall execute all documents promptly upon Landlord's
request. No such action by Landlord and no attempt made by Landlord to mitigate
damages under any Law shall constitute a waiver of any of Tenant's obligations
under this Section.

                                       19
<PAGE>   20
                  (e) Tenant's obligations and liabilities under this Section
shall survive the expiration of this Lease.

        19.04     (a) Tenant shall indemnify, defend, and hold harmless Landlord
and its members, agents, and employees from all fines, suits, procedures,
claims, liability and actions of every kind, and all costs associated therewith
(including attorneys' and consultants' fees) arising out of or in any way
connected with any deposit, spill, discharge, or other release of Hazardous
Substances that occurred or occurs during Tenant's occupancy of the Demised
Premises, either prior to or during the term of this Lease, at or from the
Demised Premises, or which arises at any time from Tenant's use or occupancy of
the Demised Premises, or from Tenant's failure to provide all information, make
all submissions, and take all steps required by all Authorities under the Laws
and all other environmental laws.

                  (b) Tenant's obligations and liabilities under this Section
shall survive the expiration of this Lease.

                                   ARTICLE 20
                                   ARBITRATION

        20.01 Landlord and Tenant shall not have been deemed to have agreed to
determination of any dispute arising out of this Lease by arbitration unless
determination in such manner shall have been specifically and unequivocally
provided for in this Lease and in no other case or cases.

        20.02 Every dispute between the parties which is expressly provided in
this Lease to be determined by arbitration shall be resolved in the manner
provided in this Article.

        20.03 The party requesting arbitration shall do so by giving notice to
that effect to the other party and shall simultaneously request the appointment
of a single arbitrator by the American Arbitration Association (or any successor
thereto) in accordance with its rules then prevailing, or, if the American
Arbitration Association (or such successor organization) shall fail to appoint
said arbitrator within sixty (60) days after such request is made, then either
party may apply, on notice to the other, to any court having jurisdiction for
the appointment of such arbitrator and the other party shall not raise any
question as to such court's full power to entertain the application and make the
appointment. Each arbitrator appointed pursuant to this Section shall be a
disinterested person having at least ten years experience in the State of
Connecticut in a calling connected with the dispute.

        20.04 The arbitrator shall render his or her decision and award within
30 days after the final hearing. Such decision and award shall be in writing and
counterpart copies thereof shall be delivered to each of the parties. In
rendering such decision and

                                       20
<PAGE>   21
award, the arbitrator shall not add to, subtract from or otherwise modify the
provisions of this Lease. Judgment may be entered on the determination and award
made by the arbitrator in any court of competent jurisdiction and may be
enforced in accordance with the Laws of the State of Connecticut.

        20.05 If, for any reason whatsoever, the written decision and award of
the arbitrator shall not be rendered within the time limit set forth in Section
20.04, either party may apply to any court having jurisdiction, by action,
proceeding or otherwise (but not by a new arbitration proceeding) as may be
proper to determine the question in dispute consistently with the provisions of
this Lease.

        20.06 The arbitrator shall determine the division, if any, between the
parties, of the expenses of the arbitration, including fees to the arbitrators,
counsel and witness fees.


                                   ARTICLE 21
                            Taxes and Insurance Costs

        21.01 The term "Taxes" shall mean the total of all real estate and other
taxes and special, general, extraordinary or other assessments, sewer rents,
water charges, occupancy taxes, school taxes, and other taxes or charges of any
kind or nature levied, assessed, imposed or attributable at any time by any
governmental authority (including, without limitation, any town, city, district,
county, village, school district or public transportation authority) upon or
against the Demised Premises, and also any tax, assessment, or charge, levied,
assessed or imposed at any time by any governmental authority in connection with
the receipt of income or rents from the Demised Premises to the extent that the
same shall be in lieu of all or any portion of any of the aforesaid taxes,
assessments or charges. If, due to a future change in the method of taxation or
in the taxing authority, or for any other reason, a franchise, income, transit,
profit or other tax or governmental imposition, however, designated, shall be
levied against Landlord in substitution in whole or in part for the Taxes, then
such franchise, income, transit, profit or other tax or governmental imposition
shall be deemed to be included within the definition of "Taxes" for the purposes
of this Article. As to special assessments which are payable over a period of
time extending beyond the term of this Lease, only a pro rata portion thereof,
covering the portion of the term of this Lease unexpired at the time of the
imposition of such assessment, shall be included in Taxes.

        21.02 Tenant shall pay all Taxes directly to the taxing authority on or
before the due date of the required payments. Any failure to pay any Taxes in a
timely manner shall be deemed a failure to pay rent under this Lease. If Tenant
fails to pay any Taxes on or before the due date thereof, Landlord may, but
shall

                                       21
<PAGE>   22
not be obligated to, pay such Taxes and notify Tenant of the same. Tenant shall
reimburse Landlord for any such payment, as additional rent, within ten (10)
days after receipt of any such statement. Landlord, at its option, may pay all
Taxes and bill Tenant for the same. Any such bills shall be paid by Tenant to
Landlord, as additional rent, within ten (10) days after receipt by Tenant.

        21.03 Within ten days after demand, Tenant shall reimburse Landlord for
the cost of all insurance premiums incurred by Landlord to maintain casualty
insurance with respect to the Building, including a rental interruption
endorsement.


                                   ARTICLE 22
                             Extension of Lease Term

        If the construction of Tenant's new corporate headquarters in Bethel,
Connecticut has not been completed, and Tenant has not moved to such new
headquarters on or before June 30, 1997, then Tenant may, by written notice to
Landlord on or before June 30, 1997, extend the term of this Lease on all the
same terms and conditions set forth herein, for a period of one month. For so
long as the construction of Tenant's new corporate headquarters has not been
completed and Tenant has not moved to such headquarters, Tenant shall have the
option of extending the term of this Lease for successive periods of one month
each upon written notice to Landlord on or before the expiration of the then
current month. In no event may Tenant extend the term of this Lease in excess of
one full calendar month following the calendar month in which the construction
of Tenant's new corporate headquarters is completed.


                                   ARTICLE 23
                                  Miscellaneous

        23.01 This Lease, including the Exhibits and Schedules attached hereto,
sets forth the entire agreement between the parties with respect to the Demised
Premises. All prior conversations or writings between the parties hereto or
their representatives with respect to the Demised Premised are merged herein and
extinguished.

        23.02 This Lease shall not be modified except by a writing signed by the
party to be charged. The Article captions appearing herein are inserted as a
matter of convenience and are not intended to define, construe or describe the
scope or intent of any provision of this Lease.

        23.03 If any provision of this Lease or the application thereof to any
person or circumstance shall be held void or unenforceable, then the remainder
of this Lease or the application of such provision to persons or circumstances
other than those as

                                       22
<PAGE>   23
to which it is held void or unenforceable shall not be affected thereby.

        23.04 Except as otherwise expressly provided in this Lease, all the
terms, covenants conditions and provisions of this Lease shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

        23.05 The person or persons executing this Lease on behalf of Tenant
hereby covenant, represent and warrant that Tenant is a duly incorporated
Delaware corporation authorized to do business in Connecticut; and that the
person or persons executing this Lease on behalf of Tenant is an officer or are
officers of such Tenant, and that he or they as such officers are duly
authorized to execute, acknowledge and deliver this Lease to Landlord.

        23.06 This Lease may be executed in several counterparts, each of which
shall be deemed an original, and all such counterparts shall together constitute
one and the same instrument.

        23.07  This Lease shall be governed and controlled by the law
of the State of Connecticut.

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


                                       Landlord:
                                       NANTUCKET ROOST ASSOCIATES, LLC



                                       By: /s/ Michael J. Stimola
                                          -------------------------------------
                                           Its: Manager



                                       Tenant:
                                       CANNONDALE CORPORATION



                                       By: /s/ Joseph Scott Montgomery
                                          -------------------------------------
                                           Its: Vice President

                                       23
<PAGE>   24
                                   SCHEDULE A

Those three certain pieces of land with the buildings and improvements thereon,
situated in the Town of Redding, County of Fairfield and State of Connecticut
shown on a certain map entitled "Plot Plan Cannondale Corporation Georgetown
District Redding, Connecticut Scale 1"=40' June 14, 1982" certified
"substantially correct" by C. James Osborne, Jr., R.L.S. and recorded January
30, 1987 as Map No. 3371 in the Redding Town Clerk's Office, each such piece
being more particularly bounded and described as follows:

First Piece:

NORTHWESTERLY: By land now or formerly of Monaco in part, in part by land now
or formerly of Maria Nordlund, in part by the Second Piece described herein
below, and in part by land now or formerly of Bryon Scott, Jr. and Lorraine
Scott, 378.81 feet, more or less;

NORTHEASTERLY: By land now or formerly of Mary A. Cardiff, and in part by land
now or formerly of Russell L. and Joan P. Seymour, 386.49 feet, more or less;

SOUTHEASTERLY: By Brookside Road, so called, 390.12 feet, more or less; and

SOUTHWESTERLY: By land now or formerly of Joel W. and Sandra K. Cohen and
Joseph and Anne Tannenbaum in part, and in part by land now or formerly of
Monaco, 307.72 feet, more or less.

Together with that certain 41 square foot piece of land shown as Parcel "Y" on
a certain map entitled "Equal Area Exchange Map Prepared for Cannondale
Corporation Redding Connecticut Scale 1"=20' March 21, 1986" prepared by John
W. Fuller, Land Surveyor, Reg. No. 4775, Georgetown, Connecticut being Map No.
3306 in the Redding Town Clerk's Office, but excluding therefrom the 41 square
foot piece of land shown as Parcel "X" on said map.

Second Piece:

Being a 25 foot roadway adjoining the above described First Piece on the north
and bounded and described as follows:

NORTHWESTERLY: By land now or formerly of The Bethlehem Evangelical Lutheran
Church, Georgetown, Connecticut, 272.24 feet, more or less;

NORTHERLY: By Passway to Portland Avenue, 25.14 feet, more or less;

<PAGE>   25
NORTHEASTERLY: By land now or formerly of Raymond H. and Harry R. Carlson in
part, in part by land now or formerly of Raymond H. and Hilda H. Carlson, and
in part by land now or formerly of Bryon Scott, Jr., and Lorraine Scott, 386.37
feet, more or less;

SOUTHEASTERLY: By the First Piece hereinabove described, 37.45 feet, more or
less; and

SOUTHWESTERLY: By land now or formerly of Maria Nordlund, 127.06 feet, more or
less. 

Third Piece:

WESTERLY: By Brookside Road, so-called, 270.20 feet, more or less;

NORTHERLY: Running to a point;

EASTERLY: By the westerly side of a brook marking the westerly boundary of land
now or formerly of Bernard S. and Marjorie G. Unger, 256.68 feet, more or less;
and 

SOUTHERLY: By land now or formerly of Bernard S. and Marjorie G. Unger, 65.19
feet, more or less.

EXCLUDING THEREFROM the two-family house located adjacent to Brookside Avenue
in the southwesterly corner of the "First Piece" described above, as well as
the parking area immediately to the south of such two-family house and a right
of ingress and egress over any driveway providing access to such house.

                                       1