<PAGE>

EXHIBIT 10.6

                             CYBERIAN OUTPOST, INC.






                                      LEASE

                                     Between


                        BERKSHIRE INDUSTRIAL CORPORATION

                                    Landlord



                                       And



                             CYBERIAN OUTPOST, INC.

                                     Tenant
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                               TABLES OF CONTENTS



Premises ...................................................      1
Term .......................................................      2
Basic Rental ...............................................      2
Completion and Occupancy ...................................      3
Use ........................................................      4
Definitions for Additional Rental ..........................      5
Payment of Additional Rental ...............................      9
Security ...................................................     12
Utilities ..................................................     12
Repairs and Maintenance ....................................     12
Parking Facilities and Common Areas ........................     13
Tenant Fit-out and Alternations ............................     14
Signs ......................................................     16
Outside Appearance and Displays ............................     17
Changes or Alterations by Landlord .........................     17
Covenants by Tenant ........................................     18
Liability and Indemnity ....................................     19
Bankruptcy or Insolvency ...................................     20
Litigation .................................................     20
Arbitration ................................................     20
Attorney's Fees ............................................     21
Hazardous Substances .......................................     21
Assignment, Mortgaging and Sublease ........................     25
Subordination; Tenant's Notice of Intent to Cancel .........     27
Sale by Landlord ...........................................     28
Fire Insurance .............................................     28
Damage .....................................................     29
Eminent Domain .............................................     30
Quiet Enjoyment ............................................     31
Default by Tenant ..........................................     31
Waivers ....................................................     31
Abandonment ................................................     32
Holdover ...................................................     32
Grace Period ...............................................     32
Notices ....................................................     32
Real Estate Brokers ........................................     33
Option to Renew ............................................     33
Future Expansion ...........................................     33
Landlord's Right to Relocate ...............................     34
Americans With Disabilities Act ............................     34
Notice of Availability .....................................     35
Effect .....................................................     35
Execution ..................................................     36
Acknowledgments ............................................     37

<PAGE>

                                      LEASE


          This lease dated this 9th day of September, 1999 between BERKSHIRE
INDUSTRIAL CORPORATION, hereinafter referred to as Landlord, a Connecticut
corporation with offices located at 2 Parklawn Drive, Bethel, CT 06801, and
Cyberian Outpost, Inc., a Delaware corporation with an office and principal
place of business located at 23 North Main Street, Kent, CT, hereinafter
referred to as Tenant.

                                     PREFACE

          Landlord is the owner of certain real property as described below
known as Berkshire Corporate Park (the "Park") as set forth below. The Premises
defined in this Lease and the Park are subject to a certain "Master Development
Agreement and Plan" (the "MDA"), which MDA is on file in the Land Records of the
Town of Bethel, County of Fairfield and State of Connecticut at Volume 568, Page
385. This Lease shall at all times be subject to said MDA in all respects, as
the MDA may be amended or revised from time to time. In the event there are any
terms or conditions of this Lease which may be contradictory or inconsistent
with or repetitious of the MDA, the MDA shall supersede and control this Lease.
Whenever used in this Lease, the term "MDA Property" shall mean the Park, as
defined in Paragraph 1.1 below, the "Bethel Health Care Site" as that property
is defined in Paragraph 4.1 of the MDA and the "Duracell Site" as that property
is defined in Paragraph 4.10 of the MDA.


          1: PREMISES

          1.1 Landlord is the owner of certain real property located in the Town
of Bethel Town of Brookfield and City of Danbury, all in the State of
Connecticut, known as Berkshire Corporate Park and described on Exhibit A
attached hereto and made a part hereof. All references in this Lease to the
"Park" shall mean the entire area owned by Landlord and any subsidiaries or
affiliates of Landlord as described in Exhibit A, as the same may, from time to
time, be increased or decreased by the addition of other contiguous lands, and
the entire development on said area, including any and all structures, parking
facilities and common facilities built thereon from time to time, or as the same
may from time to time be reduced by eminent domain taking or dedications to
public authorities.


          1.2 Landlord hereby leases to Tenant and Tenant hereby rents from
Landlord, subject to all of the terms, covenants, conditions and provisions of
this Lease, the following space located in the Park: the floor space shown on
Exhibit B-l attached hereto, which floor space is a part of Building Number 8 in
the Park shown as Exhibit B-3 attached hereto having the address of 6 Berkshire
Boulevard, Bethel, CT 06801, hereinafter referred to as the "Premises". Said
Building Number 8 is located on a certain piece or parcel of land located in the
Town of Bethel, County of Fairfield, State of Connecticut, shown and described
as Lots 1 & 2 on a certain map consisting of two sheets, "Sheet 1 of 2" and
"Sheet 2 of 2", both sheets being entitled "Final Subdivision Showing Berkshire
Industrial Park Bethel, Connecticut Scale: l"=100', Total Area: 117.273 AC.,
Zone: LP, Date: Mar. 29, 1985" which map is on file in the Bethel Town Clerk's
office as Map 60 in File 19 (Sheet 1 of

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2) and Map 60-A in File 19 (Sheet 2 of 2). Landlord and Tenant hereby
acknowledge and agree that for the purposes of this Lease and the calculation(s)
of Basic Rental and all Additional Rental (as hereinafter defined) payable
hereunder, the Premises shall be deemed to contain 17,000 rentable square feet.
Landlord makes no representations concerning the specific area of the Premises,
and Tenant acknowledges that it has inspected the Premises and is satisfied in
all respects therewith, and accepts the Premises in "AS IS" condition, subject
to the work to be performed by Landlord as set forth in Exhibits B-2 and B-4
attached hereto.

          1.3 Landlord specifically reserves to itself and excepts from the
demise of this Lease the use of the exterior walls of the building, the roof and
the right to install, maintain, alter, use, repair and replace pipes, ducts,
conduits and wires leading through the Premises in locations which will not
materially interfere with Tenant's use and enjoyment thereof Landlord further
reserves to itself and other Tenants of the building the right upon reasonable
notice from Landlord to access and use the elevator, telephone, HVAC systems and
other systems common to the Tenants of the building. Tenant, its agents,
servants, employees and invitees shall not enter upon the roof of the building
at any time. It is specifically agreed by the parties hereto that this lease
does not grant a continuance of light and air over any property adjoining the
Premises.

          2: TERM

          2. 1 The term of this lease shall be for the period of Five (5) years,
commencing on the Commencement Date, as hereinafter defined, and terminating on
September 30, 2004. The Commencement Date shall be whichever of the following
dates shall occur first: (a) the date when Tenant shall take possession of and
occupy all or any portion of the Premises for its business purposes; or (b)
October 1, 1999. If the Commencement Date shall occur on any day which is not
the first day of a calendar month, the monthly Basic Rental and Additional
Rental to be paid under this Lease for that month shall be apportioned on a per
diem basis based upon the actual number of days in that month, and shall be paid
on the Commencement Date. Landlord and Tenant shall execute a Lease Certificate
in the form attached hereto as Exhibit C setting forth the Commencement Date as
soon as the actual Commencement Date has been determined.

          2.2 This lease shall terminate on the Termination Date as set forth in
the Lease Certificate attached as Exhibit C, without the necessity of any notice
from either Landlord or Tenant to terminate the same. Tenant hereby waives any
notice to vacate or quit the Premises, and agrees that Landlord shall be
entitled to the benefit of all provisions of law respecting the summary recovery
of possession of the Premises from a Tenant holding over to the same extent as
if statutory notice had been given.

          3: BASIC RENTAL

          3.1 Beginning at the Commencement Date, as rent for the Premises
Tenant agrees to pay Landlord the total rental sum of One Million Eighty Three
Thousand Seven hundred Fifty and 00/100 ($1,083,750.00) DOLLARS for the full
term of this Lease, payable in monthly installments

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of $ 18,062.00 on the first day of each month in advance, commencing on the
Commencement Date through and including August 1,2004. Said rent is hereinafter
referred to as "Basic Rental", and shall be payable without demand, deduction,
set-off or abatement of any kind, except as expressly provided herein. For the
first Two (2) months of the term of this Lease, if the Landlord does not receive
the monthly Basic Rental due by the fifteenth (15th) day of the calendar month
in which it is due, Tenant shall be liable to pay Landlord an additional sum
equal to five percent (5.00%) of the overdue monthly payment for each such
month. Thereafter if the Landlord does not receive the monthly Basic Rental due
by the tenth (10th) day of the calendar month in which it is due, Tenant shall
be liable to pay Landlord an additional sum equal to five percent (5.00%) of the
overdue monthly for each calendar month that said payment is not paid. The Basic
Rental shall never be less than the monthly rental each year per month as set
forth in this Paragraph 3.1.

          4: COMPLETION AND OCCUPANCY

          4.1 Landlord shall cause to be performed the work set forth under the
terms of the Work Letter hereof, a copy of which is attached hereto and marked
as Exhibit B-4. Tenant shall be responsible for all other interior finish work
which is not the responsibility of the Landlord. Tenant shall be subject to the
requirements set forth in Paragraph 12 for such work and related design. Except
for the work set forth in the Work Letter hereof, Landlord offers the Premises
for lease to Tenant in "AS IS" condition and Tenant accepts the Premises as
such.

          4.2 Landlord shall not be subject to any liability for failure to give
possession of the Premises to Tenant on the specific date hereinbefore
designated for the Commencement Date. No part of the Premises shall be deemed
unavailable for occupancy by Tenant if due to the noncompletion of details of
construction, decoration or mechanical adjustments which are minor in character
and the noncompletion of which does not materially interfere with Tenant's use
and enjoyment of such part of the Premises. In the event there is a delay in the
availability of the Premises for occupancy by Tenant which shall solely be due
to any act or omission of a material nature by Tenant which is a breach of
Tenant's obligations under this Lease, Tenant shall be liable for the payment of
one (1) day's rent for each day of such delay. In the event there is a delay in
the availability of the Premises for occupancy by Tenant which is not due to any
act or omission of a material nature by Tenant which is a breach of Tenant's
obligations under this Lease, Tenant shall not be liable for the payment of rent
until the Premises is made available by Landlord for occupancy by Tenant.

          4.3 Tenant, by entering into occupancy of any part of the Premises,
shall be conclusively deemed to have agreed that Landlord, up to the time of
such occupancy, had performed all of its obligations hereunder with respect to
such part and that such part, except for latent defects and the minor details of
construction, decoration and mechanical adjustments hereinbefore referred to,
was in satisfactory condition as of the date of such occupancy, unless within
ten (10) days after such date tenant shall give written notice to Landlord
specifying the respects in which the same was not in such condition.

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          4.4 If, by reason of any provision of this Lease, the Basic Rental
shall commence on any day other than the first day of a calendar month, the
Basic Rental for such calendar month shall be prorated.

          5: USE

          5.1 Tenant shall use and occupy the Premises solely for general
administrative office use, online internet sales and telemarketing services and
software development, consistent with a first class business use, only as
permitted by applicable laws and regulations and the MDA and for no other
purposes without Landlord's prior written consent, which consent may be granted
or withheld in Landlord's sole and absolute discretion. Tenant shall not use the
Premises or any part thereof, or permit the Premises or any part thereof to be
used, for any purpose other than the use hereinbefore specifically mentioned.

          5.2 Tenant covenants and agrees that it shall not do anything which
shall, in any way, impair or interfere with any of the Building's services to be
supplied by Landlord or the proper and economical heating, cleaning, air
conditioning or other service of the Building or Premises or seriously impair or
interfere with the use of the Building or Premises by, or occasion discomfort,
inconvenience or annoyance to either Landlord or any other occupants of the
Building or of the Park.

          5.3 Landlord hereby represents to Tenant that Tenant's use of the
Premises as set forth in Paragraph 5.1 hereof is not in violation of the MDA and
Landlord shall not seek to invoke the provisions of this Paragraph 5.3 against
Tenant so long as Tenant uses the Premises exclusively for the uses set forth in
Paragraph 5.1 above. In addition to the foregoing, Tenant agrees that its use
and occupancy of the Premises, the Building and the Park shall not, at any time,
be violative of or in contradiction to the terms and provisions of the MDA, and
Tenant shall defend and save Landlord harmless from any and all claims made
against Landlord thereunder, founded upon alleged action or inaction of Tenant
on, or in the Premises, the Building or the Park. In the event the MDA is
amended or modified subsequent to the date of the execution of this Lease,
Tenant shall be permitted to use and occupy the Premises as set forth in this
Lease and any such amendment or modification of the MDA shall not be effective
as to Tenant for the balance of the Initial Term of this Lease for the use and
occupancy permitted under this Lease. In the event the MDA is amended or
modified subsequent to the exercise by Tenant of Tenant's Option to Renew
pursuant to Paragraph 37 of this Lease, Tenant shall be permitted to use and
occupy the Premises as set forth in this Lease and any such amendment or
modification of the MDA shall not be effective as to Tenant for the balance of
the Option Term of this Lease for the use and occupancy permitted under this
Lease.

          5.4 Tenant shall abide by all reasonable Rules and Regulations
promulgated by Landlord for the Park, as they may be amended or altered from
time to time, provided Landlord enforces the Rules and Regulations uniformly
among Park tenants subject to said Rules and Regulations and provided further
that the provisions of this Lease shall supersede any conflicting Rule or
Regulation. Landlord hereby represents to Tenant that, as of the date of the
execution of this Lease, Landlord has not yet promulgated any such Rules and
Regulations.

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          6: DEFINITIONS FOR ADDITIONAL RENTAL

          6.1.1 As used in this Lease, the term "Building Proportionate Share"
shall mean a percentage, the numerator of which shall be the number of rentable
square feet of floor area of the Premises as set forth in Paragraph 1.2 above
(17,000) and the denominator of which shall be the number of rentable square
feet of floor area of Buildings on Lots Number 1 and 2 referred to in Paragraph
1.2 above of which the Premises are a part as it may be expanded or contracted
from time to time, computed from the center line of all interior partition walls
and from the exterior face of all exterior walls. At the time of the execution
of this Lease that denominator number is One Hundred Four Thousand Nine Hundred
Twenty Eight (104,928.00).

          6.1.2 "Taxes" shall mean (i) all real and personal property taxes,
assessments (including, but not limited to, assessments for public works,
improvements or benefits, whether or not begun or completed prior to the
commencement of this Lease and whether or not completed within said term) and
other governmental charges or levies of every kind, character and description
whatsoever, which at any time have been or may be assessed, levied or imposed by
any governmental authority upon or in respect of, or which may become a lien on
the lot on which the Building is located, any portion thereof, the Building or
any buildings, improvements or structures thereon, the parking facilities and
other common areas and facilities on the lot on which the Building is located,
or upon any property of Landlord, real or personal, located within or on the lot
on which the Building is located which is used in connection with the operation
of the lot on which the Building is located; (2) any taxes which may be
assessed, levied or imposed by any governmental authority in addition to or in
lieu of all or any part of such real or personal property taxes, assessments,
charges or levies; (3) all business license, use or other taxes which may be
assessed, levied or imposed upon the developed portion of the lot on which the
Building is located, the parking facilities and other common areas and
facilities or the personal property of the Landlord on account of the leasing or
use of the developed portions on the lot on which the Building is located; (4)
all charges made by state or local government for any services performed on or
for the developed portion of the on the lot on which the Building is located ,
the parking facilities and other common areas and facilities which are not
included in "Operating Costs" as defined hereafter; and (5) any and all sales,
excise and other taxes levied, imposed or assessed by federal, state or local
governments upon any rental payable under this Lease. However, notwithstanding
the foregoing, Taxes shall not include municipal county, state or federal income
or franchise taxes of Landlord, or penalties resulting from failure of Landlord
to pay taxes in a timely manner. In case a tax is imposed in lieu of or as a
substitute, in whole or in part, for the real property tax on the lot on which
the Building is located, any portion thereof the Building or any buildings,
improvement or structures thereon, the parking facilities and other common areas
and facilities on the lot on which the Building is located, or in case a tax is
levied on rentals, the Tenant shall pay Tenant's Building Proportionate Share of
the amount of such substitute as of the effective date of said substitute tax.
At the time of the execution of this Lease , Landlord represents that the
Building comprising the Premises is separately assessed, but not separately
billed, by the Town of Bethel. Landlord will obtain from the Town of Bethel Tax
Assessor's Office the information necessary to determine the pro-rata tax for
the Premises and will bill Tenant for its pro-rata share of the taxes. Tenant
hereby agrees to pay the proportionate share

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tax for said Building and proportional lot and improvement. Landlord further
represents that at the time of the execution of this Lease the Building
comprising the Premises is located on a tax lot with two (2) other buildings,
and the parking facilities and land for said tax lot are not separately assessed
by the Town of Bethel. Tenant hereby agrees to pay a pro-rata share of the taxes
assessed for the parking facilities, land and improvements on said tax lot based
upon the square footage Tenant occupies (17,000) to the total square footage of
all buildings on said tax lot, so long as said assessment method is used.

          6.1.3 "Insurance" shall mean the aggregate of all commercially
reasonable costs and expenses of every kind or nature paid or incurred by
Landlord directly or indirectly in maintaining all insurance for the Premises,
the building of which the Premises is a part, the lot on which the Building is
located, the parking facilities and other common areas and facilities and the
buildings and improvements within, on or under the lot on which the Building is
located as they may collectively or individually be increased or reduced from
time to time. Insurance shall mean, but not be limited to, premiums for fire,
theft and other casualty insurance, including extended coverage, and including
rental value coverage for one year for minimum rent and for payment of Taxes and
Landlord's Building Operating Costs; premiums for public liability and property
damage insurance; and all risks property and casualty insurance.

          6.1.4 "Building Operating Cost" shall mean the aggregate of all
commercially reasonable costs and expenses of every kind or nature paid or
incurred by Landlord directly or indirectly in operating, maintaining managing,
equipping, policing, securing, lighting, cleaning, painting, striping, signing,
and repairing the Building, the lot on which the Building is located, the
parking facilities and other common areas and facilities and the buildings and
improvements within, on or under the lot on which the Building is located as
they may collectively or individually be increased or reduced from time to time.
Building Operating Costs shall include, but not be limited to, the repair and
maintenance of buildings and other improvements on the lot on which the Building
is located; the cost of equipment and supplies used in the maintenance and
operation of the lot on which the Building is located (including seasonal
decorations); the cost of equipment maintenance contracts; costs and expenses of
repair or replacement of paving, curbs, walkways, drainage, pipes, ducts,
conduits and similar items, and plate glass, lighting facilities and the roof of
the Building and/or the lot on which the Building is located; resurfacing
driveways and parking areas on the lot on which the Building is located;
restriping driveways and parking areas on the lot on which the Building is
located; pedestrian and automobile traffic and directional signs and equipment
on the lot on which the Building is located; electrical, water, heating or other
utility charges for parking facilities and other common areas and facilities on
the lot on which the Building is located; installing, repairing, maintaining and
replacing utility systems, including, but not limited to, water, sanitary sewer
and storm water lines and other utility lines, pipes, conduits and similar
facilities on the lot on which the Building is located; sewer use charges for
the lot on which the Building is located; pest control on the lot on which the
Building is located; cleaning costs for the Building exterior and/or the lot on
which the Building is located; refuse removal for the Building exterior and/or
the lot on which the Building is located; snow removal for the lot on which the
Building is located; grass cutting on the lot on which the Building is located;
costs and expenses of planting,

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replanting, maintaining and replacing flowers, shrubbery, planters and trees on
the lot on which the Building is located; landscape maintenance on the lot on
which the Building is located; fire protection, including, but not limited to,
installation, maintenance, repair, testing and replacement of sprinkler systems,
alarm systems and/or other fire protection systems and their components for the
Building and/or on the lot on which the Building is located; repairing and
maintaining the elevator system; reasonable management, administration, legal,
accounting and engineering fees for the Building and/or the lot on which the
Building is located; cost of building alterations, modifications or equipment
for the Building and/or the lot on which the Building is located which are
required by governmental or regulatory authorities or which are made primarily
for the purpose of reducing Building Operating Costs; all compensation and
related costs (including overtime, holiday and premium pay) actually paid or
incurred to persons engaged in the general operation and management of the
Building and/or the lot on which the Building is located, including the cost of
social security, unemployment and other payroll taxes, worker's compensation
insurance and employee benefits such as, but not limited to, vacations,
pensions, group insurance and other fringe benefits. In Landlord's operating,
maintaining managing, equipping, policing, securing, lighting, cleaning,
painting, striping, signing, and repairing the Building and other facilities as
set forth herein, Landlord's performance of same shall not be defined,
determined or used in a manner so as to eliminate new design, new materials, new
systems, methods of construction or colors, provided that in all cases the
overall quality and appearance of same shall not be lower than the overall
quality and appearance as originally created. Notwithstanding the foregoing,
Tenant shall not be liable for any capital expense incurred by Landlord during
the last three (3) months of the term of this Lease, unless Tenant has exercised
its Option to Renew under Paragraph 37 hereof or has otherwise extended its
occupancy of the Premises beyond the term of this Lease.

          6.2.1 The term "Proportionate Share of Limited Common Facilities
Maintenance Costs" shall mean a percentage, the numerator of which shall be the
number of rentable square feet of floor area of the Premises as set forth in
Paragraph 1.2 above (17,000) and the denominator of which shall be the number of
rentable square feet of floor area actually constructed in the Park as it may be
expanded or contracted from time to time computed from the center line of all
interior partition walls and from the exterior face of all exterior walls. At
the time of the execution of this Lease, the denominator number is 502,016.

          6.2.2 "Limited Common Facilities Maintenance Costs" shall mean the
aggregate of all commercially reasonable costs and expenses of every kind or
nature paid or incurred by Landlord directly or indirectly in operating,
maintaining, managing, equipping, policing, securing, lighting, cleaning,
painting, striping, signing and repairing the common parking facilities and
other common areas, facilities, buildings, improvements, parks, trails, open
space, recreational facilities and/or a helipad within, on or under the Park as
they may collectively or individually be increased or reduced from time to time.
Limited Common Facilities Maintenance Costs shall include, but not be limited
to, the repair and maintenance of common areas, facilities, buildings and
improvements of the Park; the cost of equipment and supplies uses in the
maintenance and operation of the common areas, facilities, buildings and
improvements iii the Park (including seasonal decorations); the cost of
equipment maintenance contracts; costs and expenses of repair or replacement of
paving, curbs,

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walkways, drainage, pipes, ducts, conduits and similar items, and plate glass,
lighting facilities and the roof(s) of the common facilities, buildings and
improvements of the Park; resurfacing common driveways and parking areas of the
Park; restriping common driveways and parking areas of the Park; pedestrian and
automobile traffic and directional signs and equipment; electrical, water,
heating or other utility charges for common areas, facilities, buildings and
improvements of the Park; installing, repairing, maintaining and replacing
utility systems, including, but not limited to, water, sanitary sewer and storm
water lines and other utility lines, pipes, conduits and similar facilities for
the Park; costs to connect the Park and/or the common parking facilities and
other common areas and facilities of the Park to the public sewer system; sewer
use charges for the Park; pest control; cleaning costs; refuse removal; snow
removal; grass cutting; costs and expenses of planting, replanting, maintaining
and replacing flowers, shrubbery, planters and trees; landscape maintenance;
fire protection, including, but not limited to, installation, maintenance,
repair, testing and replacement of sprinkler systems for common areas,
facilities, buildings and improvements; reasonable management, administration,
legal, accounting and engineering fees for common areas, facilities, buildings
and improvements; costs of building alterations, modifications or equipment for
common areas, facilities, buildings and improvements which are required by
governmental or regulatory authorities or which are made primarily for the
purpose of reducing Limited Common Facilities Maintenance Costs; all
compensation and related costs (including overtime, holiday and premium pay)
actually paid or incurred to persons engaged in the general operation and
management of the Park, including the cost of social security, unemployment and
other payroll taxes, worker's compensation insurance and employee benefits such
as, but not limited to, vacations, pensions, group insurance and other fringe
benefits. In Landlord's operating, maintaining, managing, equipping, policing,
securing, lighting, cleaning, painting, striping, signing, and repairing the
private streets and roads within the Park as they may exist from time to time,
the common parking facilities and other common areas, facilities, buildings and
improvements within, on or under the Park as set forth herein, Landlord's
performance of same. shall not be defined, determined or used in a manner so as
to eliminate new design, new materials, new systems, methods of construction or
colors, provided that in all cases the overall quality and appearance of same
shall not be lower than the overall quality and appearance as originally
created. It is understood and agreed that Limited Common Facilities Maintenance
Costs shall include both reasonable, necessary and customary costs directly
incurred by Landlord and reasonable, necessary and customary costs incurred
under outside contracts.

          6.3.1 The term "Road and Park Proportionate Share" shall mean a
percentage, the numerator of which shall be the number of rentable square feet
of floor area of the Premises as set forth in Paragraph 1.2 above (17,000) and
the denominator of which shall be the number of total floor area actually
constructed on the MDA property. At the time of the execution of this Lease that
denominator number is 863,241.

          6.3.2 "Road and Park Operating Costs" shall mean the aggregate of all
commercially reasonable costs and expenses of every kind or nature paid or
incurred by Landlord directly or indirectly in operating, maintaining, managing,
equipping, policing, securing, lighting, cleaning, painting, striping, signing
and repairing the developed portions of all private and public streets and

                                       8
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roads that may exist from time to time within the MDA Property. Road and Park
Operating Costs shall include, but not be limited to, the repair and maintenance
of road improvements, which shall include restriping and traffic and directional
signs and equipment, electrical or other utility charges for such common roads
and for the common signage on the MDA Property (which signage includes, but
shall not be limited to, the four illuminated signs identifying the MDA
Property), maintaining utility lines, drains and similar facilities, removal of
exterior litter and debris, sweeping and sand removal, snow and ice removal,
grounds maintenance and grass cutting, tree and landscape maintenance,
reasonable, necessary and customary premium payments for fire, liability,
property damage and other casualty insurance, real estate or other taxes if
applicable, reasonable, necessary and customary administration, management,
legal, accounting and engineering fees, and costs of alterations, modifications
or equipment that are required by governmental or regulatory authorities but not
treated as capital items under proper accounting practices. Road and Park
Operating Costs shall include a reasonable allocation of all compensation and
related costs (including overtime, holiday and premium pay) actually paid or
incurred to persons engaged in the genera] operation and management of the roads
and streets in the developed portions of the MDA Property, including the cost of
social security, unemployment and other payroll taxes, worker's compensation
insurance, and employee benefits such as, but not limited to, vacations,
pensions, group insurance and other fringe benefits. It is understood and agreed
that Road and Park Operating Costs shall include both reasonable, necessary and
customary costs directly incurred by Landlord and reasonable, necessary and
customary costs incurred under outside contracts.

          6.4 Landlord agrees to use reasonable commercial efforts to minimize
Building Operating Costs, Limited Common Facilities Maintenance Costs and Road
and Park Operating Costs. Notwithstanding anything to the contrary, the
following items shall be specifically excluded from Building Operating Costs,
Limited Common Facilities Maintenance Costs and Road and Park Operating Costs:
(i) advertising, commissions tenant improvements and all other expenses incurred
in leasing or procuring new tenants; (2) expenses for repairs or improvements to
other tenant's leased space; (3) interest, principal, rental, late fees or other
costs of any indebtedness or ground lease; (4) the costs of any work or service
performed for any tenant at such tenant's cost; (5) the capital costs of
correcting structural defects in the Premises or design flaws in any major
Premises system; (6) the cost of any items for which Landlord is reimbursed by
insurance, any tenant or otherwise; (7) salaries, wages and benefits of Landlord
officers, directors and employees above the level of a building manager's
salary; (8) any late fees, penalties, interest charges or other similar fees;
(9) any Tenant Improvement Allowance or other payment from Landlord to Tenant;
(10) taxes excluded from the definition of "Taxes"; (11) bad debt losses or
reserves for bad debt losses: (12) costs of selling, syndicating, financing,
mortgaging or hypothecating any of the Premises or Park or Landlord's interest
in the Premises or the Park; (13) expenses resulting from tortious conduct of
Landlord, its employees, agents or contractors; and (14) the cost of
construction of any new building in the Park.

          7: PAYMENT OF ADDITIONAL RENTAL

          7.1 Commencing on the first anniversary of the Commencement Date and
on each

                                       9
<PAGE>

anniversary of the Commencement Date thereafter (said anniversary dates
hereinafter referred to as "computation dates"), the Tenant shall pay to
Landlord as Additional Rental a sum calculated based upon the cost of living as
reflected in the "Consumers Price Index, New York-New Jersey Area-All Items"
(hereinafter called the "CPI") published in the Monthly Labor Review of the
Bureau of Labor Statistics of the United States Department of Labor. Said
Additional Rental sum shall be in effect commencing from the computation date
until the next computation date or the end of the term. The amount of said
Additional Rental shall be arrived at by multiplying the monthly Basic Rental
($18,062.50) as set forth in Paragraph 3.1 above by a fraction, the numerator of
which shall be the CPI number for August preceding such computation date, and
the denominator of which shall be the CPI number for August, 1999. The sum of
the Additional Rental thereby obtained shall be payable on the first day of each
calendar month until the next computation date. If there be no CPI number or
comparable successor thereto, then the sum of Additional Rental contemplated
herein shall be established by arbitration in accordance with the rules of the
American Arbitration Association.

          7.2 As Additional Rental under this Lease Tenant shall pay to Landlord
Tenant's Building Proportionate Share of Taxes, Insurance, and Building
Operating Costs; Proportionate Share of Limited Common Facilities Maintenance
Costs, and; Road and Park Proportionate Share of Road and Park Operating Costs.

          7.3 Tenant shall pay to Landlord its Building Proportionate Share of
Taxes, Insurance and Building Operating Costs; Proportionate Share of Limited
Common Facilities Maintenance Costs, and; Road and Park Proportionate Share of
Road and Park Operating Costs as Additional Rental under this Lease during each
year of the term of this Lease an amount equal to the product obtained by
multiplying Tenant's Building Proportionate Share by the total of Taxes, the
total of Insurance, and the total of Building Operating Costs; Tenant's
Proportionate Share of Limited Common Facilities Maintenance Costs by the total
of Limited Common Facilities Maintenance Costs and; Tenant's Road and Park
Proportionate Share of Road and Park Operating Costs for such year. The Tenant
shall pay on the first day of each month, in advance, 1/12 of the amount
reasonably estimated by the Landlord, on the basis of the most current
information concerning Taxes, Insurance, Building Operating Costs, Limited
Common Facilities Maintenance Costs and Road and Park Operating Costs available
to Landlord, to be Tenant's Building Proportionate Share of the Taxes, Insurance
and Building Operating Costs; Proportionate Share of Limited Common Facilities
Maintenance Costs and; Road and Park Proportionate Share of Road and Park
Operating Costs. Landlord shall have the right to amend its estimate of Taxes,
Insurance and Building Operating Costs; Limited Common Facilities Maintenance
Costs and; Road and Park Operating Costs at any time based upon current
information and to adjust Tenant's Additional Rental payable under this
paragraph by written notice to Tenant. Upon such adjustment and notice to
Tenant, Tenant shall thereafter pay as Additional Rental 1/12 of the adjusted
amount of Tenant's Building and/or Limited Common Facilities and/or Road and
Park Proportionate Share (as the case may be) commencing with the first day of
the first calendar month after such written notice. Within ninety (90) days
after the end of Landlord's fiscal year, Landlord shall furnish Tenant a
statement in reasonable detail of Taxes, Insurance, Building Operating Costs,
Limited Common Facilities Maintenance Costs and Road and Park Operating Costs
for Landlord's fiscal year just ended and the Landlord and Tenant shall make an
adjustment, with

                                       10
<PAGE>

payment to Landlord or credit to Tenant so that the Landlord shall receive the
entire amount of Tenant's Building Proportionate Share of Taxes, Insurance, and
Building Operating Costs; Proportionate Share of Limited Common Facilities
Maintenance Costs and; Road and Park Proportionate Share of Road and Park'
Operating Costs and no more. A pro-rata adjustment of Tenant's Building and/or
Limited Common Facilities and/or Road and Park Proportionate Share (as the case
may be) payable as Additional Rental shall be made for the beginning and end of
this Lease term. provided the Lease term has terminated by lapse of time.

          7.4 In the event Landlord incurs any expenses which meet the
definitions above as Taxes, Insurance, Building Operating Costs, Limited Common
Facilities Maintenance Costs and/or Road and Park Operating Costs, which
expenses are unanticipated or not usually incurred by Landlord on a regular or
scheduled basis (hereinafter referred to as "Non-Recurring Expenses"), Tenant
shall pay its pro-rata share of such Non-Recurring Expenses on a lump sum basis.
Upon Landlord incurring such Non-Recurring Expenses, Landlord shall calculate
Tenant's share of same based upon the applicable formula set forth above and the
type of expense incurred. Landlord shall give Tenant written notice of Tenant's
share of said Non-Recurring Expense, and Tenant shall have a period of thirty
(30) days from Tenant's receipt of said written notice to pay its share of the
Non-Recurring Expense in full. Notwithstanding the foregoing, Tenant shall not
be liable for any Non-Recurring Expense incurred by Landlord during the last
three (3) months of the term of this Lease, unless Tenant has exercised its
Option to Renew under Paragraph 37 hereof or has otherwise extended its
occupancy of the Premises beyond the term of this Lease in which case Tenant
shall not be liable for any Non-Recurring Expense during the last three (3)
months of the Option Term.

          7.5 In the event said Tenant, or Tenant's use and occupancy of the
Premises, causes, for any reason whatsoever, any additional charge or increase
in the rate of fire insurance on the building of which the Premises are a part,
the Tenant shall, from time to time immediately upon receipt of notice, do
whatever is deemed necessary. and follow whatever recommendations may be made,
by the Landlord or its Agents, or any other duly constituted authorized body, in
order that such additional charge or increase in rate of fire insurance on the
building so caused by such tenancy, use or occupancy of the Premises, by the
Tenant may be removed, or, in the event conditions are such that nothing can be
done, by way of improvements or otherwise, to remove such extra and additional
charge or increase of rate of fire insurance on the building, or the expense
involved is excessive, then the Tenant shall pay the Landlord as Additional
Rental the increased or additional cost of such fire insurance on the building.

          7.6 It is the intention of the Landlord and Tenant that the Basic
Rental shall be completely "net" to Landlord such that all Taxes, Insurance,
Building Operating Costs, Limited Common Facilities Maintenance Costs and Road
and Park Operating Costs which are applicable to the Building and/or the Limited
Common Facilities and/or the Roads and Park (as the case may be) shall either be
paid directly by the various tenants of the Building and/or the Park (as the
case may be) or paid by the Landlord and allocated among such tenants, except
for those costs and expenses excluded in Paragraph 6.4 above.

                                       11
<PAGE>

          8. SECURITY

          8.1 Landlord acknowledges receipt of the sum of Forty Two Thousand
Three Hundred Eighty Six and 66/100 ($42,386.66) Dollars which sum is equivalent
to Two (2) months of Basic Rental and Additional Rental, which shall be returned
to Tenant, without interest, on the day set forth for the expiration of the term
herein, provided, however, that Tenant has fully and faithfully carried out all
of the terms, covenants and conditions on its part to be performed, and which
sum shall be held by Landlord as a security for the full and faithful of Tenant
to so perform under the conditions and terms of this Lease. Landlord shall have
the right to require Tenant to increase the amount of said security deposit or
to post a bond as set forth in Paragraph 12.4 to financially secure Landlord
against the faithful performance of Tenant's obligation to repair or restore the
Premises at the termination of this Lease under Paragraph 12.4 hereunder, said
increased security deposit or bond to be determined by Landlord in its
reasonable commercial judgment. Upon such written notice to Tenant, Tenant shall
pay such additional security deposit or post said bond within Thirty (30) days.
Landlord may apply security deposit, or so much thereof, or so much thereof as
may be necessary, towards the remedying of any condition which an inspection
shall disclose. Nothing hereinabove contained shall, in any way, limit the right
of Landlord to recover against Tenant for any damage or other condition arising
out of the failure of Tenant to so perform. In no event shall Tenant have the
right to cause or direct Landlord to apply the security deposit against any
monthly rental installment, including the last month's rental installment.

          9: UTILITIES

          9.1 The Tenant shall pay directly or reimburse the Landlord as
Additional Rental for all utility charges or services, including, but not
limited to, electric, water, fuel oil, gas, heat, sewer and telephone charges,
furnished to or used by Tenant in the use of the Building. Because the utilities
for the Premises are not separately metered within the Building, Tenant shall
pay as Additional Rental a pro-rata share of the utilities based upon a formula,
which may be adjusted from time to time, which accounts for the size of the
Premises within the Building, Tenant's actual use of utilities and Tenant's
hours of operation. Tenant shall obtain its electricity from the Landlord, which
electrical consumption shall be measured through a separate sub-meter. Landlord
shall not be under any responsibility or liability in any way whatsoever for the
quality, impairment, interruption, stoppage, or other interference with service
involving water, heat, gas, electric current for light and power, telephone, or
any other service by any utility.

          10: REPAIRS AND MAINTENANCE

          10.1 The Landlord shall repair and maintain in good order and
condition throughout the term of this Lease, the exterior and structure of the
Premises and the building containing the Premises, including, without
limitation, the Premises' roof, walls and foundation, all common areas and
improvements in the Park, the plumbing, sewer and electrical lines and systems
serving the Premises, and all parts of the elevator heating, plumbing, ,
electrical and heating, ventilation air conditioning systems within or serving
the Premises installed or provided by Landlord, and the Landlord shall make any
repairs necessary to make all exterior doors and windows air and water

                                       12
<PAGE>

tight and in a safe condition.

          10.2 Throughout the term of this Lease the Tenant shall repair and
maintain in good order and condition the entire interior of the Premises
including all glass in windows, doors or skylights, all parts of the plumbing
and electrical systems within or on the Premises, and the lighting fixtures
within the Premises. Tenant, at Tenant's expense, shall purchase and install all
lamps (including, but not limited to, incandescent and fluorescent) and ballasts
used in the Premises. The Tenant agrees to keep both sides of all outside glass
areas in a neat and clean condition, and to store all trash and garbage within
the Premises or in "dumpsters" or other receptacles located outside the Premises
in a location designated by Landlord which dumpsters and other receptacles shall
be provided at Tenant's expense as set forth in Paragraph 14.1 below. It is
understood and agreed that the heating, ventilation and air conditioning units
located on and/or serving the Premises which are installed or provided by
Landlord shall be repaired and maintained by the Landlord and will be, at the
Commencement Date, in good working order. It is understood and agreed that the
heating, ventilation and air conditioning units located on and/or serving the
Premises which are installed or provided by Tenant (if any) shall be repaired
and maintained by Tenant. Tenant hereby acknowledges that said heating and air
conditioning units and systems serve only the Premises and no other premises in
the Park. Therefore, Tenant hereby agrees to pay as Additional Rental to
Landlord upon demand any and all bills, invoices or other reasonable costs and
expenses incurred by Landlord for the maintenance, repair of said heating and
air conditioning units and systems, subject to the limitations of Paragraph 6.4
above.

          10.3 Notwithstanding the foregoing, each party hereto shall make any
repairs of any kind necessitated by its own act, default or negligence, or that
of its agents, servants, employees, licensees or contractors. In the event such
repairs are necessitated by the act, default or negligence of Tenant, or that of
its agents, servants, employees, licensees or contractors, Landlord may make or
cause the same to be made, but shall not be obligated to do so, and Tenant
agrees to pay the Landlord promptly upon Landlord's demand, as Additional
Rental, the full cost of such repairs, if made. In the event Landlord elects not
to make such repairs caused by the act, default or negligence of Tenant, or that
of its agents, servants, employees, licensees or contractors, Landlord may
require Tenant to promptly make such repairs at Tenant's sole cost and expense.

          11: PARKING FACILITIES AND COMMON AREAS

          11.1 Landlord hereby grants to Tenant, its agents, servants,
employees, visitors, licensees, customers and contractors a non-exclusive
license to use up to 80 spaces of the parking facilities and other common areas
and facilities of the Park in common with others during the term of this Lease
as shown on Exhibit B-3, subject to the exclusive control and management thereof
by Landlord and subject, further, to the rights of the Landlord to make changes,
additions to, subtractions from, rearrangements of, alterations of,
modifications of and/or supplements to the parking facilities and other common
areas and facilities, the Park or the real property of which it is a part,
provided, however, that Landlord shall always provide Tenant with 80 parking
spaces. Landlord further agrees to provide Tenant with up to an additional 30
parking spaces, provided Tenant gives Landlord 30 days prior written notice of
Tenant's need for any or all of said spaces. Tenant shall not be

                                       13
<PAGE>

required to use all of said 30 spaces until July 1, 2000, at which time Tenant
shall use all of said 30 spaces. Upon utilization by Tenant of each of said
parking spaces, Tenant shall pay the Landlord as Additional Rental under this
Lease, the sum of Five Hundred and 00/100 ($500.00) Dollars per year per parking
space for each of the 30 additional parking spaces to be provided by Landlord to
Tenant under this Paragraph, payable on a monthly basis on the first day of each
month in advance. Landlord hereby represents to Tenant that Landlord has not
received any notices from any governmental authority that the parking area for 6
Berkshire Drive is not in compliance with applicable laws.

          11.2 Landlord will, or will cause others to, operate, maintain,
manage, equip, police, light, repair, clean, plow, shovel and repave the parking
facilities and other common areas and facilities in a manner deemed by Landlord
to be reasonable and appropriate and in the best interests of the Park. Landlord
shall have the right (1) to establish, modify and enforce reasonable rules and
regulations with respect to the Park and parking facilities and other common
areas and facilities; (2) to enter into, modify and terminate easement and other
agreements pertaining to the use and maintenance of the Park and parking
facilities and other common areas and facilities; (3) to close temporarily any
or all portions of the Park and parking facilities and other common areas and
facilities; and (4) to do and perform such other acts in and to the Park and
parking facilities and other common areas and facilities and improvements as, in
the reasonable business judgment of the Landlord, is advisable. Tenant shall
conform to all reasonable and uniform rules and regulations which the Landlord
may make in the management and use of the parking facilities and other common
areas and facilities.

          11.3 Tenant and its employees shall not park cars except in areas
which shall be designated by Landlord for Tenant parking as shown in Exhibit B-3
attached hereto. All loading and unloading of goods shall be made at the rear
entrance or truck dock. Tenant agrees that upon written notice from Landlord, it
will, within ten (10) days, furnish Landlord with the state automobile license
numbers assigned to the cars of all its employees. Landlord may require Tenant
to cause its employees to identify their vehicles by way of stickers issued by
Landlord or other means of identification evidencing authority to use, the MDA
property. Landlord reserves the right to require Tenant to remove "junk" and/or
unregistered motor vehicles from the parking area if, in Landlord's judgment,
said vehicle make the parking area unsightly or if said vehicles interfere with
free ingress and egress. No portion of any parking area shall be used for the
repair or storage of vehicles or equipment (other than on an emergency or
day-to-day transient basis by Tenant, its agents, servants, employees, visitors,
licensees, customers and contractors). The foregoing shall not prohibit Tenant
from parking a normal and customary fleet of company cars in the parking area,
provided that no vehicle maintenance (which term includes, but is not limited
to, gasoline pumping and automobile repair) may be performed.

          12: TENANT FIT-OUT AND ALTERATIONS

          12.1 Prior to Tenant's occupancy of the Premises the Tenant is
specifically prohibited from renovating, altering, improving, and/or making any
interior or exterior changes, or installing any

                                       14
<PAGE>

equipment (other than normal office equipment) in the Premises without the prior
approval of Landlord, said approval may be granted or withheld in Landlord's
sole and absolute discretion. Tenant shall have its designer consult with
Landlord during the design process so that Landlord can be apprised of the
proposed design of the Premises by Tenant for Tenant's fit-up and Landlord can
guide the designer during the design process and notify it of any aspect of the
Tenant fit-up which may be unacceptable to Landlord. Landlord shall prepare the
Demised premises for Tenant's occupancy in accordance with architectural,
electrical and mechanical plans and specifications, hereinafter referred to as
the "Plans and Specifications" that (a) are in conformity with all applicable
building codes and ordinances; (b) in Landlord's reasonable opinion, do not
create any aesthetic or other conflict with the design and function of the
Building; and (c) have been approved by Tenant. Except as may be otherwise
approved by Landlord in writing, all work to prepare the Demised Premises for
Tenant's occupancy shall be performed by Landlord's contractors. Except as
provided by Landlord in Exhibit "B-4" the cost of all additional work shall be
borne by Tenant. Tenant shall be provided with a proposal for approval from the
Landlord for such additional costs prior to Landlord commencing the additional
work. Tenant shall reimburse Landlord for the cost of such additional work plus
overhead and profit, within fifteen (15) days after receipt of Landlord's
invoice therefore.

          12.2 If requested by Tenant, Landlord will cause its designer to
prepare the Plans and Specifications for Tenant based upon a space plan
submitted and approved by Tenant. If the Plans and Specifications are prepared
by Landlord's designer, Landlord will bear the cost of these services. However,
if Tenant's space plan requires the use of an architect, or other design
consultants, than a proposal for these costs will be submitted to Tenant for
approval. Within Five (5) days after receipt of Landlord's proposal Tenant shall
advise Landlord of their approval or disapproval of the proposal. Landlord will
invoice Tenant for the additional cost of Landlord's architect or design
consultant's services which are attributable thereto.

          12.3 In the event Landlord permits Tenant to enter upon the Demised
Premises prior to the Commencement Date for the purpose of moving or installing
any of Tenant's furniture, equipment fixtures, business machines or other
personal property into or upon the Demised Premises, or for any other purposes
the provisions of Paragraph 26 (Fire Insurance) and Paragraph 27 (Damage) of
this Lease Agreement shall apply and become effective as of the date of the
first such entry by Tenant.


          12.4 Subsequent to the initial Tenant fit-out, the Tenant is
specifically prohibited from renovating, altering, improving, and/or making any
interior or exterior changes, or installing any equipment (other than normal
office equipment) in the Premises without the prior approval of Landlord, said
approval may be granted or withheld in Landlord's sole and absolute discretion.
Prior to the commencement of the work, Tenant shall deposit with landlord a sum
of cash equivalent to Ten (10.00%) per cent of the cost of the work as
determined by Landlord, or at Landlord's option, an amount determined by
Landlord, as security to assure the proper completion of the approved work. If
Tenant completes said work in accordance with the approved plans and
specifications, Landlord shall return said sum to Tenant, without interest,
within Thirty (30) days of the issuance

                                       15
<PAGE>

of the Certificate of Occupancy as set forth below. Prior to the commencement of
any work approved by Landlord, Tenant shall provide Landlord with a copy of a
Building Permit for the approved work issued by the appropriate authority. Upon
completion of the approved work, Tenant shall provide Landlord with a copy of
the Certificate of Occupancy for the approved work issued by the appropriate
authority. All of such work conducted by Tenant or at its direction shall be
done at Tenant's sole cost and expense, shall conform in all respects to
Landlord's standards and specifications, shall be done in a workmanlike manner,
shall at all times comply with all applicable laws, rules, ordinances and
regulations and in no way harm the structure of the Premises or the building of
which the Premises are a part, provided that at the expiration of this Lease, or
any extension thereof, Tenant, at its expense, restores the within Premises to
its original condition, ordinary wear and tear excepted, and repairs any damage
to the Premises resulting from the installation or removal of such partitions,
fixtures, or equipment as may have been installed by Tenant, or repairs and
restores the Premises to the condition it was in during the term of this Lease,
at Landlord's option if requested to do so by Landlord. Landlord reserves the
right, before approving any such changes, additions or alterations and to secure
Landlord against Tenant's obligation to repair or restore the Premises at the
end of the term of the Lease to require the Tenant to furnish it a good and
sufficient bond. All of such changes, additions or alterations shall be made
solely at the expense of the Tenant; and the Tenant agrees to protect, indemnify
and save harmless the Landlord on account of any injury to third persons or
property, by reason of any such changes, additions, or alterations, and to
protect, indemnify and save harmless the Landlord from the payment of any claim
of any kind or character on account of bills for labor or material in connection
therewith. Before Tenant may do any work at the Premises pursuant to this
paragraph, Tenant must provide Landlord with a Certificate of Insurance in an
amount reasonably satisfactory to Landlord, which insurance must provide the
coverage required under this paragraph. All of such work conducted by Tenant or
at its direction shall be performed only by contractors or subcontractors
selected by Tenant from a list of same prepared by Landlord. Tenant is
specifically prohibited from using any contractor or subcontractor not listed by
Landlord as approved, and the use of any contractor or subcontractor not on the
approved list provided by Landlord shall be a default under this Lease. Tenant
shall make no structural changes, roof penetrations, exterior wall penetrations
or alterations unless prior approval from the Landlord is obtained in writing,
which approval may be granted or withheld in Landlord's sole discretion. As to
any structural changes, roof penetrations, exterior wall penetrations or
alterations Landlord shall have the absolute right, in Landlord's sole
discretion, to designate the contractor(s) which may perform said work.

          12.5 Tenant, may, at its expense install any interior lighting
fixtures or other trade fixtures or equipment, and may at its expense repair,
redecorate and/or paint the Premises with the prior approval of the Landlord in
writing, after submission of such plans and specifications to Landlord, said
approval not to be unreasonably withheld. All work done by Tenant hereunder
shall be in accordance with all requirements of Paragraph 12.4 above.

          13: SIGNS

          13.1 Tenant shall have the right to install signage (including
exterior signage on the

                                       16
<PAGE>

Building) in conformance with all applicable laws, the MDA and Landlord's
requirements, subject to Landlord's approval. The Tenant shall not display any
sign, picture, advertisement, awning, merchandise or notice on the outside of
the building of which the Premises are a part, nor on the outside or inside of
the Premises, except as shall conform to the requirements of the Landlord and
any governmental agencies having jurisdiction thereof. Having been granted
authority to erect and maintain a sign or signs, Tenant shall maintain said
sign(s) in a first class condition and state of repair. Missing, broken, blocked
or malfunctioning letters or other elements of signage shall be replaced or
repaired by Tenant at Tenant's sole cost and expense within 30 days of such
condition occurring. If, after such 30 day period, such repair or replacement
has not been accomplished by Tenant as required hereunder, Tenant shall, upon
notice from Landlord, cover such sign in its entirety with brown or black opaque
material until the repair or replacement has been accomplished. If Tenant fails
or refuses to make such repair or replacement or cause the sign to be covered as
required, Landlord may, but shall not be obligated to, cause such repair or
replacement to be done and Tenant shall pay to Landlord on demand, as Additional
Rental, any costs or expenses incurred or paid by Landlord making such repair or
replacement in accordance with the provisions of this Paragraph.

          14: OUTSIDE APPEARANCE AND DISPLAYS

          14.1 Tenant shall maintain the Premises in a neat and clean condition,
shall keep sidewalks adjoining the Premises clean and free from rubbish and
shall store all trash and garbage within the Premises or in such place as
Landlord may designate, and shall arrange for the regular pick up of trash and
garbage. Tenant shall not burn any trash of any kind in and about the building,
shall not permit rubbish, refuse or garbage to accumulate or fire hazards to
exist about the Premises.

          14.2 The Tenant shall not display any merchandise or show cases or
other obstructions on the outside of the building, or the Premises, or in any
lobby or passageway adjoining the same which shall extend beyond the border line
of the Premises.

          15. CHANGES OR ALTERATIONS BY LANDLORD

          15.1 Without liability or allowance to Tenant on the part of Landlord,
Landlord reserves the right to make such changes, alterations, additions,
improvements, repairs or replacements in or to the Building (including the
Premises) and the fixtures and equipment thereof, and to erect, maintain and use
pipes, ducts and conduits in and through the Premises. In the exercise of said
rights Landlord agrees to reasonably attempt to not cause material interference
with Tenant's business. Tenant agrees that, if in Tenant's reasonable judgment,
Landlord's work is or will cause material interference with Tenant's business,
Tenant shall so notify Landlord immediately upon said interference becoming
apparent so that Landlord may take measures, if possible and viable in
Landlord's reasonable judgment, to alleviate said material interference.
Landlord agrees, except in case of emergency, to give Tenant prior reasonable
notice before proceeding with any changes or alterations and to proceed with due
diligence so as to minimize interference with Tenant's business. In addition,
Landlord agrees not to unreasonably interfere with the use and enjoyment of the

                                       17
<PAGE>

Premises and covenants that all changes shall be consistent with high quality
office/business Buildings.

          15.2 Landlord reserves the right to name or renumber the Building and
to change the name or address of the Building at any time and from time to time,
and to so indicate on any interior or exterior surface of the Building. If
Landlord exercises said right(s), Landlord will reimburse Tenant a reasonable
amount for Tenant's costs arising directly from such change(s), including,
without limitation, replacing a reasonable amount of Tenant's stationary,
business cards and the like.

          15.3 So long as Landlord has complied with the provisions of Paragraph
15.1 above, there shall be no allowance to Tenant for a diminution of rental
value and no liability on the part of Landlord by reason of inconvenience,
annoyance or injury to business arising from Landlord, Tenant or others making
any changes, alterations, additional, improvements, repairs or replacements in
or to any portion of the Building or the Premises, or in or to the fixtures,
appurtenances or equipment thereof; and no liability upon Landlord for failure
of Landlord or others to make any changes, alterations, additions, improvements,
repairs or replacements in or to any portion of the Building or the Premises, or
in or to the fixtures, appurtenances or equipment thereof, except as required by
Landlord under this Lease; however, Landlord agrees to use due diligence when
making any changes, alterations, additions, improvements, repairs or
replacements so as to attempt to cause minimum inconvenience to Tenant's
business operation.

          16: COVENANTS BY TENANT

          16.1 Tenant shall pay promptly when due all Basic Rental, Additional
Rental and other charges under this Lease at the time and in the manner set
forth in this Lease.

          16.2 Tenant shall procure and maintain in effect at all times any
licenses and permits required for any use made of the Premises by Tenant. Upon
the expiration or termination of this Lease, to remove its goods and effects and
those of all persons claiming under it, and to yield up peaceable to Landlord
the Premises in the condition required by this Lease, damage by fire, taking,
casualty, structural defects (other than those caused by Tenant, its agents,
servants, employees, invitees and/or contractors) and reasonable wear and tear
only excepted.

          16.3 Tenant shall not make any use of the Premises which is improper,
offensive or contrary to any law, ordinance or regulation, nor permit any act or
thing to be done on the Premises which shall constitute a nuisance or which may
make void or voidable any insurance on said Premises, the building of which they
are a part, the Park, or the parking facilities or other common areas or
facilities against fire, and to pay any increased or extra premium payable for
any such insurance resulting from any act done by Tenant, its agents, servants,
employees, invitees and/or contractors.

          16.4 Tenant shall pay promptly when due the entire cost of any work to
the Premises undertaken by Tenant so that the Premises the building of which
they are a part, the Park, and the parking areas and other common areas arid
facilities, shall at all times be free of liens for labor and

                                       18
<PAGE>

materials; to procure all necessary permits before undertaking such work; to do
all of such work in a good and workmanlike manner, employing materials of good
quality and complying with all government requirements; and to save Landlord
harmless and indemnified from all injury, loss, claims or damage (including, but
not limited to, Landlord's costs of defense and reasonable attorney's fees) to
any person or property occasioned by or growing out of such work.

          16.5 Tenant shall give to Landlord prompt written notice of any damage
to, or defective condition in, any part of the Building's plumbing, electrical,
heating, air conditioning or other systems serving, located in, or passing
through the Premises. Such condition shall be remedied by Landlord and, if the
same was caused by Tenant, the cost of remedy thereof shall be paid by Tenant.
In no event shall Tenant be entitled to claim any damages arising out of or from
such damage or defective condition. Nothing, however, in this paragraph is
intended to relieve Landlord from its negligence.

          17: LIABILITY AND INDEMNITY

          17.1 Subject to the provisions of Paragraph 26.2 hereof, the Tenant
shall save the Landlord harmless and indemnified from all injuries, loss, claims
or damage (including, but not limited to, Landlord's costs of defense and
reasonable attorney's fees) to any person or property while within or on the
Premises unless caused by the act, negligence or default of the Landlord, its
agents, servants, employees, invitees and/or contractors, and from and against
all injury, loss, claims or damage (including, but not limited to, Land1ord's
costs of defense and reasonable attorney's fees) to any person or property
anywhere occasioned by any act, neglect or default of Tenant. Tenant shall
furnish liability insurance naming Landlord as a co-insured, in the amount of
$3,000,000.00, combined single limit policy for bodily injury and property
damage. Landlord shall have the right to require Tenant to increase the amount
of Tenant's insurance coverage set forth above based upon Landlord's reasonable
commercial judgment. The Tenant shall furnish to Landlord a certificate of
insurance which will provide by suitable endorsements (a) that the contractual
liability of Tenant is covered thereby, and (b) that the insurance will not be
canceled or substantially changed without at least ten (10) days prior written
notice to Landlord.

          17.2 Subject to the provisions of Paragraph 26.2 hereof, the Landlord
shall save the Tenant harmless and indemnified from all injury, loss, claims or
damage to any person or property while on the parking facilities or other common
areas and facilities, or any portion of the Park premises not within the
Tenant's Premises, unless caused by the act, neglect or default of Tenant, its
agents, servants, employees, invitees and/or contractors. Landlord shall
maintain public liability insurance in amounts Landlord in its reasonable
commercial judgment deems necessary and appropriate, in companies qualified to
do business in said state insuring Landlord against injury to persons or damage
to properly as herein provided.

          17.3 Tenant shall deliver to Landlord certificates of such insurance
at or prior to the commencement of the term of this Lease, and thereafter within
ten (10) days prior to the expiration of such policies.

                                       19
<PAGE>

          18: BANKRUPTCY OR SOLVENCY

          18.1 To more effectually secure the Landlord against loss of the rent
and other payments herein provided to be made by the Tenant, it is agreed as a
further condition of this Lease that the filing of any petition of bankruptcy or
insolvency by or against the Tenant, or the adjudication in Bankruptcy of the
Tenant, or the appointment of a Receiver for Tenant by any court, or Tenant's
assignment of its property for the benefit of creditors shall be deemed to
constitute a breach of this lease, if said petition is not dismissed or Receiver
discharged within sixty (60) days after the filing or appointment, and thereupon
without entry or other action by the Landlord, this Lease shall, at the option
of the Landlord, become and be terminated and not withstanding any other
provisions of this Lease, the Landlord shall forthwith upon any such termination
be entitled to recover the rent reserved in this Lease for the residue of the
term hereof less the fair rental value of the Premises for the residue of said
term.

          19: LITIGATION

          19.1 In the event the Landlord or its Agents, without fault on
its/their part, or default under the terms of this Lease, become involved,
through or on account of the occupancy of the Premises by the Tenant, or the
conduct of Tenants business upon the Premises, in any controversy or litigation,
with any Third Party, the Tenant shall upon notice from Landlord or its Agent,
immediately take all necessary steps, and do whatever may be necessary to remove
said Landlord's connection with, or liability under such controversy or
litigation, and particularly if such controversy or litigation throws any cloud
or encumbrance upon the title of said Landlord to its real estate; provided,
that if the Tenant believes it has a good and valid defense, or claim, in such
controversy or litigation which Tenant desires to set up and maintain by and
throughout court procedure and litigation, the Tenant shall have the right to do
so, provided it first executes and delivers to the Landlord an indemnifying bond
with surety, and discharges any and all final judgments, liens, costs, damages,
expenses and obligations of Landlord whatsoever, in or arising out of the
controversy or litigation involving the Landlord or its Agents, including all
costs, expenses and reasonable attorney's fees incurred by Landlord or its
agents in protecting their interest or defending themselves in such controversy
or litigation.

          20: ARBITRATION

          20.1 Any and all controversies, disputes or claims arising out of or
related to this Lease, or the breach hereof, shall, so far as the law may allow,
be resolved and settled by Arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association (AAA).

          20.2 Notice of demand for Arbitration shall be filed in writing with
the other party and with the AAA at its office having jurisdiction ever
arbitrations in Hartford, Connecticut. The situs of the Arbitration proceedings
shall be Hartford, Connecticut, or such other location as may be mutually
agreeable to the parties.

                                       20
<PAGE>

          20.3 A demand for Arbitration must be made within two (2) years after
the controversy, dispute or claim has arisen and becomes known to the claimant,
but in no event after the date when institution of legal or equitable
proceedings based on such claim would be barred by the applicable statute of
limitations of the State of Connecticut

          20.4 The number of arbitrators shall be determined in accordance with
the then prevailing rules of the AAA. Arbitrators shall meet the qualifications
for arbitrators as designated by AAA.

          20.5 The award rendered by the arbitrator(s) shall be final and
judgment may be entered upon it in accordance with applicable law in any court
of competent jurisdiction.

          21: ATTORNEY'S FEES

          21.1 If the Landlord or Tenant shall at any time be at default
hereunder, and if the Landlord or Tenant shall institute an action, summary
proceeding or arbitration against the other party based upon any such default,
or if the Landlord or Tenant shall cure such default or defaults for the act of
the other party, then the Landlord or Tenant will reimburse the other party for
the expense of attorney's fees and disbursements thereby incurred by the other
party, so far as the same are reasonable in amount. Also so long as the Tenant
shall be a Tenant hereunder the amount of such expenses shall be deemed to be
"Additional Rent" hereunder and shall be due from the Tenant to the Landlord on
the first day of the month following the incurring of such respective expenses.
Similarly, if Landlord is required to reimburse Tenant under this Paragraph,
Landlord shall pay said reimbursement on the first day of the month following
the incurring of such respective expenses.

          22: HAZARDOUS SUBSTANCES

          22.1 The term "Hazardous Substance" shall mean any substance, chemical
or waste that is or shall be listed or defined as hazardous, toxic or dangerous
under Applicable Environmental Law and any petroleum products.

          22.2 The term "Applicable Environmental Law" shall include, but shall
not be limited to, CERCLA, RCRA, the Federal Water Pollution Control Act, 33
U.S.C. ss.ss.1251, et. seq., the Clean Air Act, 42 U.S.C. ss.7401, et. seq., and
the regulations thereunder, and any other local, state and/or federal laws or
regulations, whether currently in existence or hereinafter enacted, that govern:
          (i)       the existence, cleanup and/or remedy of contamination on
                    property;
          (ii)      the protection of the environment from spilled, deposited or
                    otherwise emplaced contamination;
          (iii)     the control of hazardous wastes; or
          (iv)      the use, generation, transport, treatment, removal or
                    recovery of hazardous substances, including building
                    materials.

          22.3 Tenant shall not use, store, generate, treat, transport or
dispose of any hazardous waste

                                       21
<PAGE>

or Hazardous Substances on the Premises or the Park without first obtaining
Landlord's written approval. Tenant shall notify Landlord and seek such approval
in writing at least thirty (30) days prior to bringing any Hazardous Substances,
as defined by any Federal, State or local law or regulation, onto the Premises.
Landlord may withdraw approval of any such Hazardous Substances at any time, for
reasonable causes related to the threat of contamination, or damage or injury to
persons, property or resources on the Premises, the Building of which the
Premises are a part or the Park. Upon receipt of such disapproval, Tenant shall
remove the Hazardous Substances from the Premises or the Park. Landlord's
failure to approve the use of a Hazardous Substance under this paragraph shall
not limit or affect Tenant's obligations under this Lease, including Tenant's
duty to remedy or remove releases or threatened releases; and to comply with all
applicable laws, federal, state and local relating to the use, storage,
generation, treatment, transportation and/or disposal of such hazardous waste
and/or Hazardous Substances.

          22.4 For any years in which Tenant has used, generated, treated,
stored or transported Hazardous Substances on or in the Premises or the Park,
Tenant shall provide Landlord with a written report (i) listing the substances
which were present on or in the Premises or the Park (and provide copies of
Material Safety Data Sheets [MSDS] with respect to same and copies of all
manifests required by State or Federal laws with regard to disposal of any
Federally-regulated hazardous waste or Connecticut-regulated waste); (ii) all
releases of Hazardous Substances that occurred or were discovered on the
Premises or the Park; (iii) all Hazardous Substance-related compliance
activities, including all contacts with administrative agencies in any way
concerning Hazardous Substances and all requests from third parties for cleanup
or compliance occurring or received; and (iv) all plans relating to the use of
the Premises or the Park, consent agreements or other contracts relating to
Hazardous Substances executed or requested during that time period. The report
shall include copies of all documents and correspondence related to such
activities and written reports of verbal contacts. Tenant shall designate one
individual or position to be responsible to provide information to Landlord with
respect to Hazardous Substances and/or environmental matters.

          22.5 In the event Tenant applies for any permits or approvals with
respect to storage, generation, treatment, transportation and/or disposal of
hazardous waste or Hazardous Substances, Tenant shall notify Landlord and
provide copies of said applications prior to submission of same to governmental
authorities for approval.

          22.6 Tenant further agrees to promptly contain, remove and mitigate
the effect of any such pollution or contamination or hazardous waste or
Hazardous Substances on the Premises or the Park resulting from the act or
omission or negligence of Tenant, its agents, servants, employees, invitees or
contractors, in compliance with all applicable laws and regulations; and take
all such steps which may be required to satisfy and/or remove any lien placed
upon said Premises or the Park by the Commissioner of the Connecticut Department
of Environmental Protection pursuant to Connecticut statutes or regulations, the
United States Environmental Protection Agency pursuant to Federal statutes or
regulations, the local government or any legal authority, or any agents of any
of said entities, or any other entity or person, be it a public agency or
private, pursuant to any federal, state

                                       22
<PAGE>

or local law, ordinance or regulation.

          22.7 Tenant shall permit Landlord and its agents to enter into and
upon the Premises at all reasonable times for the purpose of inspecting the
Premises and all activities thereon, including activities involving
environmental matters and/or Hazardous Substances, or for the purposes of
maintaining the Building. As to inspection or maintenance of the Premises in the
normal course of Landlord's business, Landlord will provided Tenant forty eight
(48) hours notice of such inspection or maintenance, and Tenant shall have the
right to have a representative of Tenant present at all such times. As to
inspection or maintenance which Landlord reasonably considers to be an emergency
or require immediate attention, Landlord shall not be required to give any prior
notice to Tenant, nor to wait for any Tenant representative, but will give
Tenant notice of said inspection or maintenance within a reasonable time
thereafter.

          22.8 No spill, deposit, emission, leakage or other release of
hazardous waste or Hazardous Substances in or on the Premises or the Park, soil,
groundwater and/or water shall be deemed to result in wear and tear that would
be normal for the period of Tenant's occupancy.

          22.9 Tenant shall surrender the Premises free of any contamination or
other damage caused by such occurrences during the term of this Lease by Tenant,
its agents, servants, employees, contractors or invitees.

          22.10 The Tenant hereby irrevocably and unconditionally agrees to
indemnify and hold the Landlord and Owner harmless, at all times, from and
against all liabilities, claims, liens, losses, costs, damages and expenses,
including, but not limited to reasonable attorney's fees and costs of defense
and experts incurred by the Landlord or Owner, claims paid whether as a result
of final judgment or in the settlement of contested claims, which the Landlord
or Owner may incur, sustain or be liable for, directly or indirectly, as the
result of any acts, omissions or negligence by the Tenant, its agents, servants,
employees, invitees or contractors which results in the exercise by the United
States Environmental Protection Agency, the Connecticut Department of
Environmental Protection, the local government or any legal authority, or any
agents of any of said entities, or any other entity or person, be it a public
agency or private, of any legal tights it may now or hereafter be entitled to
exercise with respect to Chapter 445 or 446K of the Connecticut General Statutes
(C. G. S. ss.22a-l 14, et. seq. and C.G.S. ss.22a-416 et. seq. respectively and
C.G.S. ss.22a-45 1 et. seq.), the Resource Conservation and Recovery Act of 1976
(42 U.S.C. ss.6901 et. seq.), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. ss.9601 et. seq.), the
Hazardous Materials Transportation Act (49 U.S.C. ss. 1801 et. seq.), the
Federal Water Pollution Control Act (33 U.S.C. ss.1251 et. seq.), the Clean Air
Act (42 U.S.C. ss.7401 et. seq.), the Toxic Substances Control Act (15 U.S.C.
ss.2601 et. seq.). the Clean Water Act (33 U.S.C. ss. 1251 et. seq.), the Safe
Drinking Water Act (42 U.S.C. ss.ss.300f through 300j) and the Occupational
Safety and Health Act (29 U.S.C. ss.651 et. seq.) or any amendment, supplement
or modification thereof or regulations or other authority promulgated
thereunder, or any other similar Federal, State or local law, ordinance or
regulation and for any other matter arising directly or indirectly as a result
of said laws or regulations including, but not limited to, the removal of any
"Hazardous Waste" as defined in the Federal laws or regulations or the
Connecticut General Statutes or regulations, or Hazardous

                                       23
<PAGE>

Substance as defined above, whether or not ordered by the respective Government
agencies referred to above or any Federal, State or local law or regulation or
any other claim at law or in equity. In the event the Landlord or Owner incurs
any of such expenses, or any of the above mentioned authorities exercises any of
the powers or rights set forth above as a result of the activities of Tenant as
set forth above, then the Landlord or owner may require the Tenant to post a
bond in favor of the Landlord or Owner in an amount sufficient to indemnify
Landlord or Owner under this paragraph, the amount of said bond to be determined
by the Landlord or Owner. Failure of the Tenant to post said bond when required
by Landlord or Owner shall be a default under this lease. The provisions of this
paragraph shall be binding on the Tenant, its successors and assigns, and inure
to the benefit of the Landlord and Owner, their successors and assigns.

          22.11 Landlord at its cost shall remove all Hazardous Substances
(which shall include, without limitation, asbestos), if any, from the Premises
prior to delivering possession to Tenant. Notwithstanding anything to the
contrary, however, Tenant shall not have any responsibility for managing,
monitoring or abating, nor be the owner of, nor have any liability for any
asbestos containing materials that it has not disturbed or any other Hazardous
Substance that Tenant, its agents, servants, employees, contractors or invitees
has not brought into the Premises or the Park. Without limiting the foregoing,
Tenant shall have no liability to Landlord under Paragraph 22.10 hereof in
connection with any Hazardous Substances present in the Premises or the Park
prior to Tenant's possession of the Premises, nor for any Hazardous Substances
present in the Premises or the Park during the term of this Lease, unless caused
by Tenant. Subject to this Paragraph 22, Tenant may use and store the following
materials in the ordinary course of its business, in compliance with all
applicable environmental laws: Fuel for generators permitted by Landlord (if
any) in order to supply an uninterrupted power source (UPS); acid contained
within batteries for back-up power, reasonable amounts of standard cleaning
fluid and materials customarily used in conjunction with business machines;
cleaning supplies in reasonable quantities; coolant for any Tenant installed
HVAC system, if permitted by Landlord, and; halon used in fire suppression.

          22.12 Excluding any act or omission of any other tenant in the Park,
Landlord hereby irrevocably and unconditionally agrees to indemnify and hold the
Tenant harmless, at all times, from and against all liabilities, claims, liens,
losses, costs, damages and expenses, including, but not limited to reasonable
attorney's fees and costs of defense and experts incurred by the Tenant, claims
paid whether as a result of final judgment or in the settlement of contested
claims, which the Tenant may incur, sustain or be liable for, directly or
indirectly, as the result of any acts, omissions or negligence by the Landlord,
its agents, servants employees, invitees or contractors which results in the
exercise by the United States Environmental Protection Agency, the Connecticut
Department of Environmental Protection, the local government or any legal
authority, or any agents of any of said entities, or any other entity or person,
be it a public agency or private, of any legal rights it may now or hereafter be
entitled to exercise with respect to Chapter 445 or 446K of the Connecticut
General Statutes (C. 0.5. ss.22a-l 14, et. seq. and C.G.S. ss.22a-.416 et. seq.
respectively and C.G.S. ss.22a-45 1 et. seq.), the Resource Conservation and
Recovery Act of 1976 (42 U.S.C. ss.6901 et. seq.), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980(42 U.S.C. ss.9601
et. seq.), the Hazardous Materials Transportation Act (49 U.S.C. ss.1801 et.
seq.), the Federal Water

                                       24
<PAGE>

24 Pollution Control Act (33 U.S.C. ss.1251 et. seq.), the Clean Air Act (42
U.S.C. ss.7401 et. seq.), the Toxic Substances Control Act (15 U.S.C. ss.2601
et. seq.), the Clean Water Act (33 U.S.C. ss. 1251 et. seq.), the Safe Drinking
Water Act (42 U.S.C. ss.ss.300f through 300j) and the Occupational Safety and
Health Act (29 U.S.C. ss.651 et. seq.) of any amendment, supplement or
modification thereof or regulations or other authority promulgated thereunder,
or any other similar Federal, State or local law, ordinance or regulation and
for any other matter arising directly or indirectly as a result of said laws or
regulations including, but not limited to, the removal of any "Hazardous Waste"
as defined in the Federal laws or regulations or the Connecticut General
Statutes or regulations, or Hazardous Substance as defined above, whether or not
ordered by the respective Government agencies referred to above or any Federal,
State or local law or regulation or any other claim at law or in equity. The
provisions of this paragraph shall be binding on the Landlord, its successors
and assigns, and inure to the benefit of the Tenant, its successors and assigns.

          22.13 This Paragraph 22 shall survive the termination or expiration of
this Lease.

          23: ASSIGNMENT MORTGAGING AND SUBLEASE

          23.1 Tenant covenants and agrees, for Tenant and its successors,
assigns and legal representatives, that neither this Lease nor the term and
estate hereby granted, nor any part hereof or thereof will be assigned,
mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily,
involuntarily, by operation of law, or otherwise), and that neither the
Premises, nor any part thereof, will be encumbered in any manner by reason of
any act or omission on the part of Tenant, or will be used or occupied, or
permitted to be used or occupied, or utilized for desk space or for mailing
privileges or as a concession, by anyone other than Tenant, or for any purpose
other than as hereinbefore set forth, or will be sublet, or offered or
advertised for subletting, without the prior written consent of Landlord in
every case; provided, however, that if Tenant is a corporation, the assignment
or transfer of this Lease and the term and estate hereby granted, to any
corporation into which the Tenant is merged or with which the Tenant is
consolidated (such corporation being hereinafter, in this Paragraph 23, called
"Assignee") without the prior written consent of Landlord shall not be deemed to
be prohibited hereby if, and upon the express condition that, Assignee shall
have executed, acknowledged and de1iv~red to Landlord an agreement, in form and
substance satisfactory to Landlord, whereby Assignee shall assume and agree to
perform, and to be personally bound by and upon, all the covenants, agreements,
terms provisions and conditions set forth in this Lease on the part of the
Tenant to be performed, and whereby Assignee shall expressly agree that the
Provisions of this Paragraph 23 shall, notwithstanding such assignment or
transfer, continue to be binding upon it with respect to all future assignments
and transfers, and further conditioned that Tenant shall execute and deliver to
Landlord a Guaranty of payment and performance of Assignee in form and substance
satisfactory to Landlord. Notwithstanding anything to the contrary, Tenant may
assign this Lease, without Landlord's consent (but with notice to Landlord), to
any parent, subsidiary or affiliate of Tenant, or to any person, firm or
corporation that controls Tenant, is controlled by or is under common control
with Tenant, or to any business entity into which Tenant may be merged or
consolidated or that purchases all or substantially all of the assets of Tenant
(hereinafter referred to as a "Business Assignment") and such Assignee shall
have all of the rights

                                       25
<PAGE>

and obligations of Tenant under this Lease including, without limitation, the
rights to extend the Lease term, but Tenant shall not be released from any
obligation under this Lease.

          23.2 Notwithstanding anything hereinbefore contained in this Paragraph
23, in the event Tenant desires Landlord's consent to an assignment or
subletting of all or any part of the Premises, Tenant, by notice in writing,
shall notify Landlord of the name of the proposed assignee or subtenant, such
information as to proposed assignee's or subtenant's financial responsibility
and standing as Landlord may reasonably require, and of the covenants,
agreements, terms, provisions and conditions contained in the propose assignment
or sublease.

          23.3 Landlord covenants not to unreasonably withhold its consent to
such proposed assignment or subletting by Tenant of such space to the proposed
assignee or subtenant on said covenants, agreements, terms, provisions and
conditions set forth in the notice to Landlord referred to above , provided,
however, that Landlord shall not in any event be obligated to consent to any
such proposed assignment or subletting unless

          (a)    in the reasonable judgment of Landlord, the proposed assignee
                 or subtenant is of a character and engaged in a business such
                 as are in keeping with the standards of Landlord in those
                 respects for the building and occupancy;

          (b)    in the reasonable judgment of Landlord, the purposes for which
                 the proposed assignee or subtenant intends to use the portion
                 of the Premises sublet to it are such as are in keeping with
                 the standards of Landlord in those respects for the Building
                 and its occupancy;

          (c)    such subletting will result in there being no more than two
                 occupants of the Premises, including Tenant and all subtenants;

          (d)    the space so to be sublet shall be regular in shape with
                 appropriate means of ingress and egress and suitable for normal
                 renting purposes;

          (e)    the proposed assignee or subtenant under such proposed
                 subletting shall not be a government or any subdivision or
                 agency thereof nor then be a tenant or subtenant of Landlord or
                 an occupant of any part of the Building;

          (f)    Tenant shall reimburse Landlord for any reasonable expenses
                 that may be incurred by Landlord in connection with the said
                 assignment or sublease, including, without limitation, the
                 costs of making investigations as to the acceptability of a
                 proposed assignee or subtenant and reasonable legal expenses
                 incurred in connection with the granting of any requested
                 consent to an assignment or subletting;

          (g)    the proposed subletting shall be at a rate not less than the
                 rental rates at which Landlord is offering comparable space in
                 the Building for a comparable term; and

                                       26
<PAGE>

          23.4 Each subletting to this Paragraph 23 shall be subject to all the
covenants, agreements, terms, provisions and conditions contained in this Lease
and the MDA. Tenant covenants and agrees that, notwithstanding such assignment
or any such subletting to any tenant and/or acceptance of Basic Rental and
Additional Rental by Landlord from any subtenant, Tenant shall and will remain
fully liable for the payment of the Basic Rental and Additional Rental due and
to become due hereunder and for the performance of all the covenants,
agreements, terms, provisions and conditions contained in this Lease on the part
of the Tenant to be performed. Tenant further covenants and agrees that,
notwithstanding any such assignment or subletting, no other and further
assignment, underletting or subletting of the Premises or any portion thereof
shall or will be made except upon compliance with and subject to the provisions
of this Paragraph 23. Tenant shall promptly furnish to Landlord a copy of such
sublease.

          23.5 If this Lease be assigned or if the Premises or any part thereof
be subject or occupied by any entity other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, subtenant or occupant, and
apply the net amount collected to the rent herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of any
of Tenant's covenants contained in this Paragraph 23; or the acceptance of the
assignee, subtenant or occupant as tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein
contained.

          24: SUBORDINATION: TENANT'S NOTICE OF INTENT TO CANCEL

          24.1 This Lease shall be subject and subordinate at all times, to the
lien of the mortgages now on the Premises, and to all advances made or hereafter
to be made upon the Premises, and subject and subordinate to any Lease or other
arrangement or right to possession under which Landlord is in control of the
Premises and to the rights of the owner or owners of the Premises and of the
land or buildings of which the Premises are a part, provided, however, that in
the absence of any failure by the Tenant to perform the terms of this Lease, the
Tenant's possession of the Premises on the terms and conditions set forth in
this Lease shall not be disturbed during the term of this Lease. If the
mortgagee or proposed mortgagee requests Tenant to execute an estoppel
certificate or other similar document, Tenant shall execute said estoppel
certificate and return same to Landlord within seven (7) days of Tenant's
receipt of same. Failure of Tenant to execute and return said estoppel
certificate or similar document within said seven (7) day period shall be a
default under this Lease.

          24.2 Tenant shall, upon the request of Landlord in writing and at no
charge or expense to Landlord, subordinate this lease and the lien hereof to the
lien of any present or future mortgage or mortgages upon the Premises or any
property of which the Premises are a part irrespective of the time of execution
or the time of recording of any such mortgage or mortgages, provided that the
holder of any such mortgage shall enter into a written agreement with Tenant to
the effect that in the event of foreclosure or other action taken under the
mortgage by the holder thereof this Lease and "the rights of the Tenant
hereunder shall not be disturbed but shall continue in full force and effect

                                       27
<PAGE>

so long as Tenant shall not be in default hereunder beyond any applicable cure
period. The word "mortgage" as used herein includes mortgages deeds of trust or
other similar instruments, and modifications, extensions, renewals and
replacements thereof; and any and all advances thereunder.

          24.3 Anything to the contrary notwithstanding, the Tenant shall not
elect to exercise any right or option to cancel and terminate this Lease for any
default by the Landlord without having first given any assignee of the rents
hereunder or mortgagee of the Premises or Park prior written notice of its
election to so cancel and terminate, and the assignee and/or mortgagee, their
successors and assigns, shall have thirty (30) days after the receipt of such
notice in which to remedy or have remedied any default of the Landlord and
thereby void Tenant's election to cancel and terminate this Lease.

          25: SALE BY LANDLORD

          25.1 If Landlord, or any subsequent owner of the Park, Premises or
Building sells the same, Landlord's liability for the performance of its
agreements in this Lease will end on the date of the sale of the Park, Premises
or Building and Tenant will look solely to the purchaser for the performance of
those agreements. For the purposes of this Paragraph, any holder of a mortgage
or deed of trust that affects the Park, Premises or Building at any time, and
any landlord in any lease to which this Lease is subordinate, at any time, will
be a subsequent owner of the Park, Premises or Building when it succeeds to the
interest of the Landlord or any subsequent owner of the Park, Premises or
Building. Tenant will attorn to any subsequent owners of the Park, Premises or
Building. Any and all security deposits paid by Tenant hereunder shall be held
by such subsequent owner and Tenant shall look only to such subsequent owner for
a return thereof upon the expiration of this Lease.

          26: FIRE INSURANCE

          26.1 Landlord shall, from and after the date of the execution of this
Lease, keep the Premises, the building of which the Premises are a part, the
Park and the parking facilities and other common areas and facilities, as the
case may be, insured against loss or damage by fire and any casualties included
in the extended coverage or supplementary contract endorsements, in an amount
not less than eighty (80%) percent of the full replacement value thereof,
exclusive of foundation, all concrete improvements and utilities. Landlord will
not, and shall not have any obligation to, provide coverage for the personal
property, trade fixtures Tenant's improvements or equipment of Tenant, as Tenant
is required to provide its own insurance coverage for same as set forth in
Paragraph 26.3 below.

          26.2 Each of Landlord and Tenant hereby releases the other from any
and all liability or responsibility (to the other or anyone claiming through or
under them by way of subrogation or otherwise) for loss or damage to property
caused by fire or any of the extended coverage or supplementary contract
casualties, even if such fire or other casualty shall have been caused by the
fault or negligence of the other party, or anyone from whom such party may be
responsible,

                                       28
<PAGE>

provided, however, that this release shall be applicable and in force and effect
only with respect to loss or damages occurring during such time as the
releasor's policies shall contain a clause or endorsement to the effect that any
such release shall not adversely affect or impair said policies or prejudice the
right of the releasor to recover thereunder. Each of the Landlord and Tenant
agrees that its policies will include such a clause or endorsement so long as
the same shall be obtainable without extra cost, or if extra cost shall be
chargeable therefor, each party shall advise the other thereof and of the amount
of the extra cost, and the other party, at its election, may pay the same, but
shall not be obligated to do so.

          26.3 The Tenant shall, at its own cost and expense carry fire and
casualty insurance covering all property of the Tenant and all interior
installations, partitions, equipment, systems and improvements installed or made
by it in the Premises, any loss payable under such insurance being payable
directly to the Tenant. Tenant shall provide Landlord with a copy of the
certificate for said insurance, which policy shall provide that it will not be
canceled without a Thirty (30) day written notice to Landlord by the insurer.

          27: DAMAGE

          27.1 In case of partial or total destruction of the Premises, the
Tenant will give immediate notice thereof to the Landlord. If the Premises shall
have been damaged or destroyed to an extent less than 25% of the insurable value
thereof, the Landlord will restore the Premises to their former condition within
a reasonable time at its expense. If the Premises shall have been damaged or
destroyed to an extent of 25% or more of the insurable value thereof, the
Landlord may within Ninety (90) days elect to (a) restore the Premises to their
former condition within One Hundred Twenty (120) days of Landlord's election
date at its expense, or (b) terminate this Lease by giving notice of termination
to the Tenant. If Landlord elects to restore the Premises and does not
substantially complete said restoration within One Hundred Twenty (120) days
(excluding noncompletion of details of construction, decoration or mechanical
adjustments which are minor in character and the noncompletion of which does not
materially interfere with Tenant's use of such part of the Premises), Tenant
shall have the right to terminate this Lease by giving written notice to
Landlord. A just proportion of the Basic Rent, according to the nature and
extent of the damage or destruction, will be abated from the time of the same
until the Premises shall have been restored (as hereinabove provided) or this
Lease terminated, excepting, however, that if the nature of the damages is such
as to render the Premises wholly unsuitable for Tenant's use, then unless this
Lease is terminated by Landlord, as hereinbefore provided, all rent shall abate
and Tenant's obligations under this Lease shall be suspended until such time as
the Premises shall have been fully restored by the Landlord. There shall be no
obligation upon the part of the Landlord to repair or rebuild during the last
year of the term of this Lease. Landlord's obligation to repair or rebuild
pursuant to this paragraph shall be limited to the basic building, systems and
equipment and replacement of any interior work which may have been installed at
Landlord's cost. Landlord's obligation to repair or rebuild shall also be
limited to the extent of insurance proceeds made available by any mortgagee
having control over disposition of such proceeds and shall be further limited to
not include the restoration, repair or rebuilding of any portion of the Premises
for which Tenant is required to

                                       29
<PAGE>

maintain insurance under Paragraph 26.3 of this Lease. Tenant shall be
responsible to promptly restore, repair or replace any portion of the Premises
for which Tenant is required to maintain insurance under Paragraph 26.3 of this
Lease.

          28: EMINENT DOMAIN

          28.1 If any person, authority or corporation public, private or
otherwise, shall at any time during the term of this Lease or any renewal
thereof lawfully condemn or take under power of eminent domain or condemnation
the whole or any part of the Premises, then at the option of the Landlord this
Lease shall immediately cease and terminate upon possession being taken
thereunder of the Premises or any part thereof, and the Basic Rental and
Additional Rental provided for hereunder shall be apportioned and adjusted as of
the time of such termination. The Landlord shall notify the Tenant of any such
proceedings pertaining to or in any way involving the Premises, and the Tenant
shall have the right, at Tenant's sole cost and expense, to interpose and
prosecute in any such proceeding a claim for the value of its leasehold
interests in the Premises or any part thereof and for the value of any fixtures
or improvements installed in or made to the Premises by the Tenant, and all sums
recovered or awarded on the basis of such claims by the Tenant shall belong to
and be payable to the Tenant. If, in the event of a partial taking which taking
materially interferes with Tenant's business operations, then Tenant, at its
election, may terminate this Lease by giving notice to Landlord of its election
and in such event the Basic Rental and Additional Rental shall be apportioned
and adjusted as of the date of termination. If the term of this Lease shall not
be terminated as aforesaid, then the term of this Lease shall continue in full
force and effect, and Landlord shall within a reasonable time after possession
is physically taken (subject to delays due to shortage of labor, materials or
equipment,, labor difficulties, breakdown of equipment, government restrictions,
fires, other casualties or other causes beyond the reasonable control of
Landlord) repair or rebuild what may remain of the Premises for the occupancy of
Tenant; and a just proportion of the Basic Rental and Additional Rental shall be
abated, according to the nature and extent of the part of the Premises acquired
or condemned, in proportion to the area of the Premises rendered unusable for
Tenant to conduct its ordinary business as previously conducted at the Premises
for the balance of the term of the Lease.

          28.2 Landlord reserves to itself, and Tenant assigns to Landlord, all
rights to damages accruing on account of any such taking or condemnation except
as hereinafter stated or by reason of any act of any public or quasi public
authority for which damages are payable. Tenant agrees to execute such
instruments of assignment as may be required by Landlord, to join with Landlord
in any petition for the recovery of damages, if requested by Landlord, and to
turn over to Landlord any such damages as may recovered in any `such proceeding.
If Tenant shall fail to execute such instruments as may be required by Landlord,
or to undertake such other steps as may be as may requested as herein stated,
Tenant shall be in default under this Lease. It is agreed and understood,
however, that Landlord does not reserve to itself, and Tenant does not assign to
Landlord, any damages payable for trade fixtures installed by Tenant at its own
cost and expense and which are not a part of the realty, and any damages payable
to Tenant for moving expenses.

                                       30
<PAGE>

          29: QUIET ENJOYMENT

          29.1 Landlord covenants and agrees with Tenant that upon Tenant paying
all Basic Rental, Additional Rental and all other charges which may become due
under this Lease and observing and performing all of the terms covenants and
conditions on Tenant's part to be observed and performed Tenant may peaceably
and quietly have, hold occupy and enjoy the Premises and all rights under this
Lease and all said common facilities of the Park without hindrance or
disturbance by Landlord.

          30: DEFAULT BY TENANT

          30.1 Upon Tenant's failure to pay any installment of Basic Rental,
Additional Rent or any other payment under this Lease when due, or if Tenant
shall fail to observe and perform any of the other conditions, agreements or
provisions of this Lease, it shall be lawful thereupon, after ten (10) days
written notice as to monetary default (subsequent to the grace period set forth
in Paragraph 3.1 above) and thirty (30) days notice as to any other default
(unless Tenant shall have remedied the failure within said ten (10) or thirty
(30) day period as the case may be or shall have commenced in good faith within
said ten (10) or thirty (30) day period as the case may be to remedy said
failure and diligently continues thereafter until said failure is remedied) for
Landlord to: (1) re-enter and repossess the Premises, to remove all persons
therefrom and to take exclusive possession of and remove all property therefrom;
and/or (2) perform on behalf of and at the expense of Tenant, any obligation of
Tenant under this Lease which Tenant has failed to perform, provided, however,
that Landlord may exercise the remedy described in this clause without a default
by, or notice to Tenant if Landlord, in its good faith judgment, believes it
would suffer material or substantial damage by failure to take rapid action or
if the unperformed obligation of Tenant constituted an emergency. Upon any
occurrence of default by Tenant hereunder, beyond any applicable cure period,
any and all rights of Tenant as a tenant shall, at the option of Landlord,
immediately cease and terminate. Nothing provided herein shall be deemed to
obligate or require Landlord to take any action or do any thing for or on behalf
of Tenant, or otherwise. The failure on the part of the Landlord to re-enter or
repossess the Premises, or to exercise any of its fights hereunder upon any
default shall not be deemed a waiver of any of the terms and conditions of this
Lease, and shall not preclude said Landlord from the exercise of any of such
rights upon any subsequent occurring default or defaults.


          30.2 Any reasonable costs or expenses incurred by Landlord (including,
but not limited to, attorney's fees) in enforcing any of its rights or remedies
under this Lease shall be deemed to be Additional Rental and shall be paid to
Landlord by Tenant upon demand.

          31: WAIVERS

          31.1 The failure of either party to insist in any one or more
instances, upon a strict performance of any of the covenants of this Lease, or
to exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by Landlord of Basic
Rent

                                       31
<PAGE>

and/or Additional Rent with knowledge of the breach of any covenant hereof shall
not be deemed a waiver of such breach and no waiver by the Landlord of any
provision hereof shall be deemed to have been made unless expressed in writing
and signed by the Landlord. Even though the Landlord shall have consented to an
assignment of this Lease, no further assignment shall be made without the
express consent in writing by the Landlord.

          32: ABANDONMENT

          32.1 if Tenant shall abandon or vacate said Premises before the end of
the term or otherwise default under any other provision of this Lease agreement,
Landlord may take possession of said Premises and relet the same, without such
action being deemed an acceptance of a surrender of this Lease, or in any way
terminating the Tenant's liability hereunder, and the Tenant shall remain liable
for payment of the Basic Rent and Additional Rent herein reserved, less the net
amount realized by the Landlord from reletting, after deduction of any expenses
incident to such repossession and reletting.

          33: HOLDOVER

          33.1 If the Tenant shall occupy the Premises with the consent of the
Landlord, after the expiration of this Lease, and/or Landlord and Tenant are
negotiating in good faith for the extension or renewal of this Lease, and rent
is accepted from said Tenant, such occupancy and payment shall be construed as
an extension of this Lease for the term of one month only from the date of such
expiration and occupation thereafter shall operate to extend the term of this
Lease for but one month at a time unless other terms of such extension are
endorsed hereon in writing and signed by the parties hereto. In such event if
either Landlord or Tenant desires to terminate said occupancy at the end of any
month after the termination of this Lease, the party so desiring to terminate
the same shall give the other parry at least thirty (30) days written notice to
that effect. Failure on the part of the Tenant to give such notice shall
obligate it to pay rent for an additional calendar month, following the month in
which the Tenant has vacated the demised premises. If such occupancy continues
without the consent of the Landlord, Tenant shall pay to Landlord, as liquidated
damages, one and one-half times the amount of Basic Rent and Additional Rent at
the highest rate specified in this Lease for the time Tenant retains possession
of the Premises or any part thereof after termination of the term by lapse of
time or otherwise.

           34: GRACE PERIOD

          34.1 In any case where either party hereto is required to do any act,
the time for performance thereof shall be extended by a period equal to any
delay caused by or resulting from Act of God, war, civil commotion, fire or
other casualty, labor difficulties, shortages of labor, materials or equipment,
government regulations or any other causes beyond such party's reasonable
control, whether such time be designated by a fixed date, a fixed time or a
"reasonable time".

          35: NOTICES

                                       32
<PAGE>

          35.1 Any notice required to be given hereunder shall be deemed duly
given if mailed in any Post Office by registered or certified mail, or sent by
commercial overnight delivery addressed to the Landlord at 2 Parklawn Drive,
Bethel, Connecticut 06801 and addressed to the Tenant at 27 North Main Street
Kent, CT or at such other address as either party may give to the other in
writing.

          36: REAL ESTATE BROKERS

          36.1 Landlord and Tenant acknowledge that CB Richard Ellis (Andrew
Decry), acting as a licensed real estate broker, was instrumental in the
consummation of this Lease. Landlord agrees to pay any commission that may be
due said real estate broker. Tenant represents and warrants to Landlord that it
has not had any dealing with any other real estate broker or finder with respect
to the subject matter of this Lease, and agrees to hold Landlord harmless from
and against any and all damages, costs and expenses, including, but not limited
to, court costs, costs of defense, costs of settlement and reasonable attorneys
fees; resulting from any claim(s) for a brokerage commission or finder's fee
that may be asserted against Landlord by any other broker or finder with whom
Tenant has dealt.

          37: OPTION TO RENEW

          37.1 Provided Tenant is not in default under this Lease beyond any
applicable cure period, Landlord hereby grants Tenant an option to renew a lease
under such terms and conditions as Landlord is offering at that time, except for
Basic Rental, which shall be at the then fair market value for similar space in
Berkshire Corporate Park for an additional period of Five (5) years (hereinafter
referred to as the "Option Term"), commencing on the Termination Date of the
Initial Term as set forth above. Said Option shall only be exercisable during
the Initial Term of this Lease, must be exercised at least Nine (9) months prior
to the Termination Date of the Initial Term and shall expire upon the
termination of the Initial Term of this Lease, whether by lapse of time or
otherwise. Said option may only be exercised by a notice in writing addressed to
the Landlord stating that this option is being exercised, which notice must be
actually received by Landlord at or prior to the date which is Nine (9) months
prior to the Termination Date of the Initial Term.

          38: FUTURE EXPANSION

          38.1 Tenant has expressed to Landlord an interest in potentially
expanding Tenant's occupancy of space within the Park. As of the date of the
execution of this Lease, Tenant has not undertaken any obligation to expand its
occupancy within the Park or otherwise, nor has Landlord undertaken any
obligation to provide any expanded occupancy to Tenant within the Park or
otherwise. If and when Tenant notifies Landlord that tenant does desire to
expand its occupancy within the Park, Landlord has agreed to coordinate with
Tenant for such potential future expansion as Landlord is able to accommodate
where possible within the existing buildings in the Park located at 4,6 or 8
Berkshire Boulevard.

                                       33
<PAGE>

          39: LANDLORD'S RIGHT TO RELOCATE

          39.1 Subject to the terms and conditions set forth in this Paragraph
39.1 Landlord may relocate Tenant during the first four (4) years of the Option
Term only of this Lease to other space within the Park. If Landlord shall desire
to relocate Tenant, Landlord shall give Tenant written notice of Landlord's
exercise of Landlord's right to relocate Tenant not less than One Hundred Eighty
(180) days before the date on which Tenant must move from the original Premises
to the new space. If Landlord exercises the right to relocate the Tenant,
Landlord shall provide Tenant with new space in the Park at no relocation
expense to Tenant. The new space shall be comparable to and contain at least the
same number of rentable square feet as the original Premises. Landlord shall
improve the new space in accordance with the improvements performed by Tenant to
the Premises at the time of the exercise of this option by Landlord, all at
Landlord's expense. Landlord shall also, at Tenant's option, arrange for a
moving service to move Tenant's property to the new space or pay the reasonable
cost of such moving service that the Tenant may choose. Such moving shall be
conducted promptly and diligently at such times as to minimize interference with
Tenant's business. Tenant shall not be required to move until Landlord has
improved the new space in the above manner and a certificate of occupancy has
been issued for the new space. the new space shall be the new Premises, the new
space shall be substituted for the original Premises, and all references in this
Lease to the Premises shall mean the new space and the building in which the new
space is located, and the Tenant shall from that date have no further rights in
the original Premises. All other terms and conditions of this Lease shall remain
the same and in full force and effect.

           40: AMERICANS WITH DISABILITIES ACT

           40.1 The parties acknowledge that Title III of the Americans with
Disabilities Act of 1990 and the regulations promulgated thereunder (ADA)
establish requirements for accessibility and barrier removal, and that such
requirements may or may not apply to the leased Premises. To the extent that the
ADA applies on the Commencement Date and/or the date the Certificate of
Occupancy is issued, the parties agree that responsibility for compliance shall
be allocated as follows:

  (1)    The Tenant shall be responsible for ADA compliance within the portion
         of the leased Premises within Tenant's exclusive possession and control
         to the extent such compliance is necessitated as a result of Tenant's
         fit up, construction, renovations, alterations or repairs made within
         the leased Premises if such fit up, construction, renovations,
         alterations or repairs are made by Tenant at Tenant's expense. Tenant
         shall indemnify and hold Landlord harmless, including costs of defense
         and reasonable attorney's fees, from any claims for enforcement or
         damages brought under the ADA for items within Tenant's responsibility.

  (2)    The Landlord shall be responsible for ADA compliance: (a) for all
         interior and exterior portions of the leased Premises not within
         Tenant's exclusive possession and control; (b) for the leased Premises
         to the extent such compliance is not necessitated by tenant's occupancy
         of the Premises, or; (c) necessitated as a result of Landlord's
         construction, renovations,

                                       34
<PAGE>

          alterations or repairs made within the leased Premises if such
          construction, renovations, alterations or repairs are made by
          Landlord. Landlord shall indemnify and hold Tenant harmless, including
          costs of defense and reasonable attorneys fees, from any claims for
          enforcement or damages brought under the ADA for items within
          Landlord's responsibility.


          41: NOTICE OF AVAILABILITY


          41.1 Landlord hereby discloses to Tenant that MCI Telecommunications,
Inc. (hereinafter o referred to as "MCI") has a right of first notice of
availability of space for the top floor of 6 Berkshire Boulevard and the entire
building of 4 Berkshire Boulevard. Landlord further represents to Tenant that so
long as Tenant is occupying the Premises, which, at the time of the execution of
this Lease, constitutes the top floor of 6 Berkshire Boulevard, MCI has waived
its right of notice of availability for the Premises. Landlord hereby agrees
that, subject to MCI's rights as set forth above, Landlord will notify Tenant of
the availability of space at 4 Berkshire Boulevard, 6 Berkshire Boulevard and/or
8 Berkshire Boulevard

          41: EFFECT

          41.1 Except as otherwise provided herein, terms and provisions of this
Lease shall be binding on and inure to the benefit of the parties hereto and
their respective heirs, representatives, executors, administrators, successors
and permitted assigns. This Lease constitutes the entire agreement between the
parties and may not be changed except by a writing signed by the party or
parties against whom enforcement of arty waiver, change, modification,
extension, estoppel or discharge is sought. Whenever used, the singular number
shall include the plural, the plural the singular, and the use of any gender
shall be applicable to all genders as the circumstances require. This Lease
shall be construed under the laws of the State of Connecticut. The Landlord and
Tenant hereby agree that any claims, disputes or litigation arising out of the
terms, conditions and covenants of this Lease shall be adjudicated in the State
of Connecticut, and the parties further hereby consent to the jurisdiction of
the State of Connecticut over any such claims, disputes or litigation. It is
agreed that if any provision of this Lease shall be determined to be void by any
Court of competent jurisdiction, then such determination shall not affect any
other provision of this Lease, all of which other provisions of this Lease shall
remain in full force and effect; and it is the intention of the parties hereto
that if any provision of this Lease is capable of two constructions, one of
which would render the provision valid, then the provision shall have the
meaning which renders it valid. At the request of either party, Landlord and
Tenant shall execute, acknowledge and deliver to each other a recordable Notice
of Lease pursuant to Connecticut statutes to give notice of Tenant's lease. At
the termination of this Lease, whether by lapse of time or otherwise, Tenant
shall execute, acknowledge and deliver to Landlord a quitclaim or other
appropriate document in recordable form to evidence that Tenant's Lease has
ended.

          IN WITNESS WHEREOF, the parties hereto have executed this lease under
seal this 9th day of September, 1999.

                                       35
<PAGE>

/s/ signature illegible                        BERKSHIRE INDUSTRIAL CORPORATION
-----------------------------





                                                By /s/ Richard E. Steiner
                                                  ------------------------------
/s/ signature illegible
-----------------------------





/s/ signature illegible
-----------------------------



                                                By /s/ Katherine N. Vick
                                                  ------------------------------
/s/ signature illegible
-----------------------------




State of Connecticut   :
                       :ss.       Bethel       September 14, 1999
County of Fairfield    :


Personally appeared Richard E. Steiner, Vice President of Berkshire Industrial
Corporation, duly authorized, Signer and Sealer of the foregoing instrument, who
acknowledges the foregoing to be his free act and deed and the free act and deed
of said corporation, before me.

                                       36
<PAGE>

                                             /s/ Martin W. Ryan
                                             ----------------------------
                                             Commissioner of the Superior Court
                                             Notary Public
                                             My Commission Expires June 30, 2004







State of Connecticut    :
                        :ss.                     9/9, 1999
County of Ditchfield    :


Personally appeared Kate Vick, EVP & CFO of Cyberian Outpost duly authorized,
Signer and Sealer of the foregoing instrument, who acknowledges the foregoing to
be his free act and deed and the free act and deed of said corporation, before
me.

                                             /s/ Melanie Chernak
                                             ----------------------------
                                             Commissioner of the Superior Court
                                             Notary Public
                                             My Commission Expires 6-30-03

                                       37
<PAGE>

                                    EXHIBIT A


BETHEL CONNECTICUT

I. All those certain pieces or parcels of land together with the building and
improvements incited thereon, situated in the Town of Bethel, County of
Fairfield and State of Connecticut shown and designated as:

          "1&2 305,873 S.F. 7.024 AC.";
          "8&9 294205 S.F. 6.754 AC.";
          "10 322.049 S.F. 7.393 AC.";
          "15 241,596 S.F. 5.546 AC.9';
          "19 81,328 S.F. 1.881 AC.";
          "20 80,574 S.F. 1.850 AC.";
          "22 81,575 S.F. 1.973 AC.";
          "Water Tank Parcel 129,064 S.F. 2.953 AC.":
          "23 80,012 S.F. 1.837 AC.";
          "Par.? 22202 'Z' 0.510 AC.";
          "25 85,892 S.F. 1.972 AC.";
          "24 96.780 S.F. 2.222 AC.";
          "26 136,083 S.F. 3.124AC"; and
          "27 117,758 S.F. 2,703 AC."

on a map consisting of two sheets, "Sheet 1 of 2" and "Sheet 2 of 2", both
sheets being entitled "Final Subdivision Showing Berkshire Industrial Park
Bethel, Connecticut Scale: 1'.100' Total Area: 117.273 AC. Zone: 1.P. Date: Mar.
29. 1985" which map is a Class A2 Survey which was prepared and is certified
substantially correct by Paul M. Fagan LS #7755 Surveying Associates and which
map is on file in the Bethel Town Clerk's office as Map 50 in File 19 (Sheet I
of 21 and Map 60-A in File 19 (Sheet 2 or 2).

II. All those certain pieces or parcels of land, together with the buildings and
improvements, if any, located thereon situated in the Town of Bethel. County of
Fairfield, and State of Connecticut and shown and designated as "Parcel `Y1'
80,000 sf 1.837 Acres' and Parcel `Y3' 80,000 of 1.837 Acres" en a map entitled
"Resubdivision Map Parcel "Y' Berkshire Industrial Park And Other Land Of
Berkshire Industrial Corporation Bethel. Connecticut Scale 1" = 80' Total Area:
17.515 Acres Zone: 1.P & R-20 Date: March 1, 1991" which map is a Class A-2
survey which was prepared and is certified as substantially correct by Paul M.
Fagan LS. #7758 of Surveying Associates. P.C. and which map is on file in the
Bethel Town Clerk's office as Map 33 in File 22.


III. All that certain piece or parcel of land, together with the buildings and
improvements, if any. situated thereon, located in the Town of Bethel, County of
Fairfield, and State of Connecticut, containing 4.7 acres, more or less, and
being bounded and described as follows:

Commencing at a point, which point is the most northerly point of the lot
identified as "7 188,554 S.F. 4.329 AC.", and the southwesterly corner of the
lot identified as "8&9 294,205 S.F. 5.754 AC." both as shown on the map
described in Paragraph l above and on file in the Bethel Town Clerk's office as
Map 60 in File 19; then proceeding in a northeasterly direction along hod now or
formerly owned being the lots identified as "8&9" and "10" on the maps on file
is the Bethel Town Clerk's office as Maps 60 & 60A in File 19. N 16 (degrees)
43' 40" E 490.00 feet, 19 (degrees) 39' 30' E 51.96 feet and N 16 (degrees) 40'
35" E 280.68 feet to a point, which point marks the northeasterly corner of the
herein described premises and which point is also identified by a drill hole
shown an a map entitled independent Resurvey Prepared Far Berkshire industrial
Corporation Bethel, Connecticut Scale: 1" = 100' Total Area: 43.801 Acres Zone:
IP Date: March 14, 1994 Rev. March 15. 1994 Rev. May 2, 1994" which map is a
Class A2 Survey which was prepared and is certified Substantially correct by
Paul M. Fagan R.L.S. #7756 and which map is on file in the Bethel Land Records
(herein "Independent Resurvey" thence turning and proceeding westerly along
other land now or formerly owned by Berkshire Industrial Corporation S 85
(degrees) 21' 24" W 109.97 feet to a point marked by an iron pipe on the

<PAGE>

Independent Resurvey: thence turning and proceeding south southwesterly, then
southwesterly, and then westerly, still along land now or formerly owned by the
said Berkshire Industrial Corporation the following three courses and distances;
S 16 (degrees) 43' 40" W 751.26 feet to an iron pipe: S 50 (degres) 47' 30" W
136.21 feet to an iron pipe: and S 87 (degrees) 21' 34" W 211.20 feet to an iron
pipe in the Bethel-Danbury Town Line, all three of said iron pipes being shown
on the Independent Resurvey: thence turning and proceeding in a southerly
direction along the Bethel-Danbury Town Line, along land now or formerly owned
by Peter Scalzo, to a point in said Bethel-Danbury Town Line, which point marks
the north- westerly corner of land now or formerly owned by David F. and
Lorraine Karrakar; thance turning, and proceeding easterly along the northerly
boundary line of said Karraker land to a point, which point marks the
southwesterly corner of the lot referred to above and identified as "7 188,544
S.F. 4.329 AC." on the map on file as Map 60 in File 19 in the Bethel Town
Clerk's office; thence turning and proceeding in a northerly, then
northeasterly, then northerly again, then northeasterly again direction along
said lot" 7", being land owned now or formerly by the Estate of Caroline L.
Steiner, the following courses and distances:

N 3 (degrees) 30' W 292.81 feet;
N 28 (degrees) 56' E 305.91 feet;
N 9 (degrees) 44' 20" E 57.81 feet; and
H 50 (degrees) 47' 30" E 166.84 feet to the point and place of beginning.

IV. All those certain pieces or Parcels of land, together with the buildings and
improvements located thereon, situated in Town of Bethel, County of Fairfield,
and State of Connecticut and shown and designated as "16 (degrees) 102.086 S.F.
2.344 AC.", 17 97.073 S.F. 2.229 AC.", "18 (degrees) 152,270 S.F. 3.496 AC.",
and 21 81,576 S.F. 1.873 AC." On a map entitled "Sheet 2 of 2 Final Subdivision
Showing Berkshire Industrial Park Bethel, Connecticut Scale: 1" = 100' Total
Area: 117.273 AC. Zone: I.P. Date: Mar 29, 1985" which map is a Class A-2 Survey
which was prepared and is certified substantial 1y correct by Paul M. Fagan L.S.
#7756 Surveying Associates, P.C. and which map is on file in the Bethel Town
Clerk's office as 60-A in File 19.

V. All those certain pieces or parcels of land, together with the buildings and
improvements located thereon, situated in the Town of Bethel, County of
Fairfield, and State of Connecticut and shown and designated as "3R 495,113 S.F.
11.367 AC.", "4 153.026 S.F. 3.513 AC.", "5 81,933 S.F. 1.881 AC.", "6 114.286
S.F. 2.624 AC.", and "7 188,554 S.F. 4.329 AC." On a map entitled "Sheet 1 of 2
Final Subdivision Showing Berkshire Industrial Park Bethel, Connecticut Scale:
1" = 100' Total Area: 117.273 AC. Zone: IP Date: Mar. 29 1985" which map is a
Class A-2 Survey prepared and certified substantially correct by Paul M. Fagan
L.S. #7756 Surveying Associates P.C. and which map is on file in the Bethel Town
Clerk's office as Map 60 in File 19.

DANBURY, CONNECTICUT

          All those certain pieces or parcels of land, together with the
buildings and improvements, it any, located thereon, situated in the City of
Danbury, County or Fairfield and State of Connecticut and shown and designated
as "Parcel 'A' 12.763 Acres", "Parcel 'B' 18.245 Acres", "Parcel 'C' 27.762
Acres", and "Parcel 'D' 14.184 Acres", on a map entitled "Berkshire Corporate
Park Danbury, Connecticut Final Subdivision Map Area: 75.279 Acres Scale: 1' =
100" Date: May 17, 1993 Revisions Aug. 31, 1993 Sept. 13, 1993" which map is a
Class A-2 Survey which was prepared and is certified substantially correct by
Paul M. Fagan #7756 Surveying Associates, P.C. and which map is on file in the
Danbury Land Records as Ma; #9917.
<PAGE>

BROOKFIELD, CONNECTICUT PARCELS




SHOWN ON MAP ENTITLED:

"ZONE CHANGE MAP PREPARED FOR BERKSHIRE
INDUSTRIAL CORPORATION BROOKFIELD, CONNECTICUT
SCALE: 1" = 100' TOTAL AREA PROPOSED IL/C~80 SE ZONE:
77.158 ACRES DATE: MARCH 17, 1994."

BEGINNING AT A POINT LYING APPROXIMATELY ON THE BROOKFIELD/DANBURY TOWN LINE,
WHICH POINT MARKS THE SOUTHWESTERLY CORNER OF THE HEREIN DESCRIBED PARCEL AND
WHICH POINT LIES APPROXIMATELY ALONG THE RAILROAD CENTERLINE OF LAND OF
CONSOLIDATED RAIL CORPORATION: THENCE RUNNING THROUGH SAID LAND OF CONSOLIDATED
RAIL CORPORATION ALONG SAID APPROXIMATE RAILROAD CENTERLINE. ALONG THE ARC OF A
CURVE TO THE RIGHT. HAVING A RADIUS OF 5,729.65'. A DISTANCE OF 1,064.14' TO A
POINT; THENCE CONTINUING THROUGH SAID LAND OF CONSOLIDATED RAIL CORPORATION
ALONG MID APPROXIMATE RAILROAD CENTERLINE, ALONG THE ARC OF A CURVE TO THE
RIGHT. HAVING A RADIUS OF 1,907.01. A DISTANCE OF 1,257.29 TO A POINT; THENCE
CONTINUING THROUGH SAID LAND OF CONSOLIDATED RAIL CORPORATION, ALONG SAID
APPROXIMATE RAILROAD CENTERLINE ON A COURSE BEARING N 86 52' 23" E. A DISTANCE
OF 663.23' TO A POINT. WHICH POINT MARKS THE NORTHEASTERLY CORNER OF THE HEREIN
DESCRIBED PARCEL THENCE TURNING AND RUNNING THROUGH LAND OP CONSOLIDATED RAIL
CORPORATION. IN PART. THROUGH LAND NOW OR FORMERLY OF CONNECTICUT LIGHT & POWER
COMPANY. IN PART, AND THROUGH LAND OF BERKSHIRE INDUSTRIAL CORPORATION, IN PART,
ON A COURSE BEARING S 3 (degrees) 06' 00' E. A DISTANCE OF 900.94' TO A POINT:
THENCE TURNING AND CONTINUING THROUGH LAND OF BERKSHIRE INDUSTRIAL CORPORATION
ON A COURSE BEARING S 47 (degrees) 55' 00' W. A DISTANCE OF 268.00' TO A POINT;
THENCE TURNING AND CONTINUING THROUGH LAND OF BERKSHIRE INDUSTRIAL CORPORATION.
IN PART AND ALONG LAND NOW OR FORMERLY OF THE ESTATE OF ERNEST STEINER, IN PART.
ON A COURSE BEARING S 23 (degrees) 01' 35" E. A DISTANCE OF 481.42' TO A POINT:
THENCE TURNING AND CONTINUING ALONG SAID LAND NOW OR FORMERLY OF THE ESTATE OF
ERNEST STEINER ON A COURSE BEARING N 66 (degrees) 52' 45" E, A DISTANCE OF
198.52' TO A POINT. WHICH POINT LIES ALONG THE WESTERLY BOUNDARY LINE OF LAND
NOW OR FORMERLY OF PETER P. & WILMA ATANASOFF THENCE TURNING AND RUNNING ALONG
SAID LAND NOW OR FORMERLY OF ATANASOFF. IN PART, ALONG LAND NOW OR FORMERLY OF
DONALD & HENRIETTE MARTIN, IN PART, ALONG LAND NOW OR FORMERLY OF LYNETTE COUTO,
IN PART AND ALONG LAND NOW OR FORMERLY OF WINDALL G. & MARY L WHITE, IN PART. ON
A COURSE BEARING S 23 (degrees) 07' 15" E. A DISTANCE OF 654.87' TO A POINT
WHICH POINT MARKS THE SOUTHEASTERLY CORNER OF THE HEREIN DESCRIBED PARCEL AND
WHICH POINT LIES APPROXIMATELY ALONG THE BROOKFIELD/BETHEL TOWN LINE, THENCE
TURNING AND RUNNING APPROXIMATELY ALONG SAID BROOKFIELD/BETHEL TOWN LINE, ALONG
OTHER LAND OF BERKSHIRE INDUSTRIAL CORPORATION. IN PART ALONG OTHER LAND OF
RICHARD E. STEINER & THOMAS J..DOLAN, TRUSTEES. IN PART. AGAIN ALONG OTHER LAND
OF BERKSHIRE INDUSTRIAL CORPORATION. IN PART, AGAIN ALONG OTHER LAND OF RICHARD
E. STEINER:. AND THOMAS J. DOLAN. TRUSTEES. IN PART AND AGAIN ALONG OTHER LAND
OF BERKSHIRE INDUSTRIAL CORPORATION. ON A COURSE BEARING N 75 (degrees) 22' 38'
W. A DISTANCE OF 2,460.80' TO A POINT, WHICH POINT MARKS THE APPROXIMATE
INTERSECTION OF THE BROOKFIELD/BETHEL TOWN LINE WITH THE BROOKFIELOIDANBLIRY
TOWN LINE; THENCE RUNNING APPROXIMATELY ALONG SAID BROOKFIELDZDANBURY TOWN LINE.
ALONG OTHER LAND OP BERKSHIRE INDUSTRIAL CORPORATION, IN PART AND THROUGH LAND
OF CONSOLIDATED RAIL CORPORATION. IN PART. ON A COURSE BEARING N 75 (degrees)
19' 13" W,. A DISTANCE OF 664.42' TO THE POINT OF BEGINNING.

THE ABOVE DESCRIPTION INCLUDES AN AREA OF 770.158 ACRES.