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                                                                    EXHIBIT 10.3


                                  OFFICE LEASE


     This Office Lease, dated, for reference purposes only, as of March 25, 1999
is between FAIRHAVEN INVESTORS LIMITED PARTNERSHIP, a Pennsylvania limited
partnership (the "LANDLORD") and WILTEK, INC., a Connecticut corporation (the
"TENANT").

                            1. BASIC LEASE PROVISIONS

     1.01 PROJECT. The land and improvements known as 35 Nutmeg Drive, in
Trumbull, Connecticut and described in Section 2.01.

     1.02 BUILDING. The office building located at the Project and described in
Section 2.01.

     1.03 PREMISES. 20,555 rentable square feet in area on the first (1st) floor
of the Building as described in Section 2.01.

     1.04 USE. General, executive and administrative office use (and ancillary
uses directly related thereto that are permitted by zoning regulations) subject
to Section 7.

     1.05 TERM. The period commencing on the "COMMENCEMENT DATE", as defined in
Section 3 and ending on December 31, 2014.

     1.06 ANNUAL BASE RENT. The amounts set forth in the table below, payable on
the first (1st) day of each month as provided in Section 4.01:

<TABLE>
<CAPTION>
                              PER RENTABLE                                                     MONTHLY
                  PERIOD      SQUARE FOOT                        ANNUAL RENT                   BASE RENT
                  ------      ------------                       -----------                   ---------
<S>                           <C>                                <C>                           <C>

         Lease Year 1-5       $13.00                             $267,215.00                   $22,267.92
         Lease Year 6-10      $15.00                             $308,325.00                   $25,693.75
         Lease Year 10-15     $17.00                             $349,435.00                   $29,119.58
</TABLE>


     1.07 SECURITY DEPOSIT. As provided in Section 4.06.

     1.08 TENANT SHARE OF TAXES AND OPERATING EXPENSES. 10.54% as defined in
Section 5.

     1.09 LISTING BROKER. David A. Mack Properties, LLC.

                      2. PREMISES, PARKING AND COMMON AREAS

     2.01 PREMISES. Landlord owns the real estate and improvements known as 35
Nutmeg Drive in Trumbull, Connecticut, which is located on land (the "LAND")
more particularly described in Exhibit A hereto. The Premises are a portion of
the Building identified in Section 1.02 (the "BUILDING"). Landlord, for and in
consideration of the rents herein reserved and of the covenants, conditions and
agreements herein contained, hereby leases to Tenant and Tenant accepts from
Landlord, the Premises shown on the plan attached hereto as Exhibit B (the
"PREMISES"), including rights to the Common Areas as herein specified. The term
"PROJECT" includes the Premises, the Building, the Common Areas (defined in
Section 2.03), the Land and all improvements thereon and thereunder. No rights
to light or air over any real estate, whether belonging to Landlord or any other
party are granted to Tenant by this Lease.

     2.02 PARKING. Tenant shall have the right to park in the Building's
uncovered parking facilities in common with other tenants of the Building upon
such terms and conditions as reasonably


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established by Landlord at any time during the term of this Lease, but such
right shall be limited to four (4) non-exclusive tenant spaces for each 1,000
rentable square feet (or portion thereof) demised hereunder. Tenant agrees not
to overburden the parking facilities and agrees to cooperate with Landlord and
other tenants in the use of the parking facilities. Landlord reserves the right
in its absolute discretion to determine whether the parking facilities are
becoming overburdened and to allocate and assign parking spaces among Tenant and
other tenants, and to reconfigure the parking area and modify existing ingress
to and egress from the parking area as Landlord shall deem appropriate. Landlord
may designate parking spaces in the Common Areas for the handicapped visitors to
the Project and other tenants.

     2.03 COMMON AREAS. The term "COMMON AREAS" is defined as all areas and
facilities outside the Premises and within the exterior boundary line of the
Project that are provided and designated by Landlord from time to time for the
general non-exclusive use of Landlord, Tenant, and other tenants of the Project
and their invitees. As used in this Lease, the term "invitees" means the
employees, visitors, suppliers, shippers, and customers of Landlord, Tenant, and
other tenants of the Project. The Common Areas include, but are not limited to,
the common entrances, lobbies, corridors, stairways and stairwells, public rest
rooms, cafeteria, fitness center, elevators, escalators, parking areas to the
extent not otherwise prohibited by this Lease, loading and unloading areas,
trash areas, roadways, sidewalks, parkways, ramps, driveways, landscaped areas,
walking paths and decorative walls. Landlord hereby grants to Tenant during the
term of this Lease, a license to use, in common with the others entitled to such
use, the Common Areas as they from time to time exist, subject to the rights,
powers and privileges herein reserved to Landlord.

     2.04 COMMON AREAS - RULES AND REGULATIONS. Tenant agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit C (the "RULES
AND REGULATIONS") with respect to the Building and the Project, and to cause its
invitees to so abide and conform. Landlord or such other person(s) as Landlord
may appoint shall have the exclusive control and management of the Common Areas
and shall have the right, from time to time, to modify, amend (in a commercially
reasonable manner), and enforce the Rules and Regulations. Landlord shall not be
responsible to Tenant for the noncompliance with the Rules and Regulations by
other tenants of the Project or their invitees, but Landlord shall not enforce
the Rules and Regulations against Tenant in a discriminatory manner. In the
event of a conflict between the provisions of this Lease and the Rules and
Regulations, the provisions of this Lease shall control and the conflicting
portion of Rule and Regulation shall be deemed amended accordingly as to Tenant
only.

     2.05 COMMON AREAS - CHANGES. Landlord shall have the right, in Landlord's
sole discretion, from time to time:

          (a) To make changes to the Building interior and exterior and the
     Common Areas, including, without limitation, changes in the location, size,
     shape, number, and appearance thereof, including but not limited to the
     lobbies, windows, stairways, air shafts, elevators, escalators, restrooms,
     driveways, entrances, parking spaces, parking areas, loading and unloading
     areas, ingress, egress, direction of traffic, decorative walls, landscaped
     areas, and walkways; provided, however, Landlord shall at all times provide
     the parking facilities required by applicable laws; and provided further
     that any such changes shall not impede Tenant's access to the Premises nor
     reduce the services to be provided to the Premises pursuant to Section
     6.01.

          (b) To close temporarily or permanently any of the Common Areas so
     long as reasonable access to the Premises remains available;

          (c) To designate other land and improvements outside the present or
     future boundaries of the Project to be a part of the Common Areas, provided
     that such other land and improvements have a reasonable and functional
     relationship to the Project;

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use the Common Areas while engaged in making additional
     improvements, repairs, or alterations to the Project or any portion
     thereof;



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          (f) To do and perform such other acts and make such other changes in,
     to, or with respect to the Common Areas and the other portions of the
     Project as Landlord may, in the exercise of sound business judgment, deem
     to be appropriate;

          The use of the Common Areas shall be subject to such reasonable
     regulations and changes therein as Landlord shall make from time to time,
     including (but not by way of limitation) the right to close from time to
     time, if necessary, all or any portion of the Common Areas to such extent
     as may be legally sufficient, in the opinion of Landlord's counsel, to
     prevent a dedication thereof or the accrual of rights of any person or of
     the public therein; provided, however, Landlord shall do so at such times
     and in such manner as shall minimize any disruption to Tenant to the extent
     reasonably possible.

                                     3. TERM

     3.01 LEASE TERM.

          (a) The Premises are leased for a term to commence on the date
     Landlord delivers possession of the Premises to Tenant for the purpose of
     constructing its "LEASEHOLD IMPROVEMENTS" (as defined in Section 3.03) (the
     "COMMENCEMENT DATE") and shall end on December 31, 2014 (the "EXPIRATION
     DATE") unless sooner terminated as herein provided (the "TERM"). Landlord
     agrees that it shall deliver possession of the Premises to Tenant in
     vacant, "as is" condition on or before April 1, 1999.

          (b) The first "LEASE YEAR" shall begin on the Commencement Date and
     shall end on the last day of the twelfth (12th) full calendar month
     following the Rent Commencement Date. Each Lease Year thereafter shall
     consist of twelve (12) consecutive calendar months following the end of the
     immediately preceding Lease Year except that the final Lease Year shall end
     on the Expiration Date.

     3.02 RENT COMMENCEMENT DATE. Tenant shall complete the Leasehold
     Improvements in accordance with the "APPROVED PLANS" (as defined in Section
     3.03) as soon as practicable and take possession of the Premises promptly
     upon completion of the Leasehold Improvements. Tenant's obligation to pay
     Annual Base Rent, the Additional Rent payable under Section 5 hereof, and
     the Electric Expense shall commence on January 1, 2000 (hereinafter
     referred to as the "RENT COMMENCEMENT DATE").


     3.03 TENANT'S LEASEHOLD IMPROVEMENTS.

          (a) Condition of the Premises and the Building. Tenant has inspected
     the Premises and the Building and accepts them in their "as is" condition.
     Notwithstanding the foregoing, Landlord represents that, to its knowledge,
     the Building electrical, mechanical, HVAC, plumbing and sprinkler systems
     are in good working order and have been brought to and are serving the
     Premises. Notwithstanding the prohibition on the construction of
     "ALTERATIONS" in Section 8.03 hereof, Landlord consents to Tenant's
     construction of leasehold improvements and installations to prepare the
     Premises for Tenant's initial occupancy (the "LEASEHOLD IMPROVEMENTS")
     subject to the terms and conditions of this Section 3. Construction of the
     Leasehold Improvements shall be at Tenant's sole cost and expense, subject
     to Landlord's obligation to pay the "CONSTRUCTION ALLOWANCE" (as defined in
     subsection (f) below) to Tenant upon Tenant's compliance with the terms and
     conditions of this Section 3. Tenant shall promptly commence construction
     of the Leasehold Improvements and shall proceed with diligence and dispatch
     to complete the same, subject to the terms and conditions of this Section
     3.

          (b) Preparation of Tenant's Plans; Landlord Approval. Tenant's
     architect ("TENANT'S ARCHITECT"), Tenant's general contractor ("TENANT'S
     CONTRACTOR") and Tenant's sub- contractors and suppliers for the Leasehold
     Improvements shall be subject to Landlord's prior written approval, which
     shall not be unreasonably withheld. Tenant's Architect, Tenant's Contractor
     and the sub- contractors and suppliers on Tenant's bid list shall be
     reputable and experienced in Class A office building design and
     construction. Promptly following the date of execution of this Lease,
     Tenant shall submit the detailed architectural, mechanical, electrical and
     engineering plans, drawings and specifications for the Leasehold
     Improvements (the "TENANT'S PLANS") to Landlord or Landlord's consultant
     ("LANDLORD'S CONSULTANT") for approval. Tenant's Plans shall comply with
     the requirements of all federal, state and local codes and


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     ordinances and the rules, regulations and requirements of any governmental
     authority having jurisdiction over the Leasehold Improvements and the
     Building (the "GOVERNMENTAL REQUIREMENTS"). The architectural plans shall
     be signed and sealed by Tenant's Architect, who shall be licensed in the
     State of Connecticut. The electrical circuitry, heating or mechanical plans
     shall be signed and sealed by an engineer licensed in the State of
     Connecticut that has been approved by Landlord. Landlord shall review all
     of Tenant's Plans within ten (10) business days following their submission
     and shall notify Tenant of Landlord's approval or disapproval within said
     time period. Any disapproval shall state the reason therefor and shall not
     be unreasonable. In the event Landlord disapproves any such Tenant's Plans,
     Tenant shall promptly resubmit the same and Landlord shall approve such
     Tenant's Plans or disapprove them setting forth its reasons for such
     disapproval within ten (10) business days after its receipt of the
     resubmitted plans or specifications. Tenant shall pay Landlord's
     reasonable, out-of-pocket administrative expenses for its review of
     Tenant's Plans for each set of plans delivered to Landlord or Landlord's
     Consultant after review of the first set of Tenant's Plans. Tenant shall
     not proceed with the Leasehold Improvements until it obtains Landlord's
     written approval and the approvals of all applicable governmental
     authorities as to Tenant's Plans (the "APPROVED PLANS"). Tenant shall build
     the Leasehold Improvements in accordance with the Approved Plans and any
     changes shall require resubmission of detailed plans and drawings
     describing such changes to Landlord and shall require Landlord's prior
     approval. Tenant agrees that any review or approval by Landlord of any
     plans and/or specifications with respect to Leasehold Improvements and any
     Alterations is solely for Landlord's benefit, and without any
     representation or warranty whatsoever to Tenant with respect to the
     adequacy, correctness or efficiency thereof or their compliance with
     Governmental Requirements.

          (c) Delivery of Final Plans; Warranties. Tenant will promptly, upon
     the completion of the Leasehold Improvements, deliver to Landlord
     "as-built" plans drawings thereof and, at such time, shall warrant to
     Landlord that such Leasehold Improvements have been completed in a good and
     workmanlike manner in compliance with the Approved Plans and all
     Governmental Requirements. Tenant shall deliver to Landlord all written
     warranties and guaranties received by Tenant from its contractors,
     subcontractors and suppliers relating to the materials, workmanship
     fixtures and equipment installed in the Premises as part of the Leasehold
     Improvements, and provide Landlord with an assignment of such warranty
     rights as shall be reasonably requested by Landlord.

          (d) Permits; Legal Compliance. Tenant, at its expense, shall obtain
     (and furnish true and complete copies to Landlord of) all necessary
     governmental permits and certificates for the commencement and prosecution
     of the Leasehold Improvements and for final approval thereof upon
     completion. Tenant shall cause the Leasehold Improvements to be performed
     in compliance therewith, with all applicable laws and requirements of
     public authorities, with all applicable requirements of insurance bodies
     and with the Approved Plans. It shall be the responsibility of Tenant to:
     (i) submit, at its sole cost and expense, all Tenant's Plans to any
     governmental authority requiring the same; and (ii) to secure and pay for
     all permits or governmental approvals necessary to construct, use and
     occupy the Leasehold Improvements, subject to the Construction Allowance.

          (e) Lien Waivers. Prior to Tenant's commencing any work construction
     activity at the Premises, Tenant shall provide Landlord with a written list
     of all subcontractors and materialmen and Tenant shall provide Landlord
     with lien waivers (in form and substance satisfactory to Landlord) for the
     benefit of Landlord and its mortgage lenders from Tenant's Architect and
     Tenant's Contractor. Prior to any payment to any subcontractor or material
     supplier, Tenant shall provide Landlord with lien waivers (in form and
     substance satisfactory to Lender) for the benefit of Landlord and its
     mortgage lenders from Tenant's subcontractors and material suppliers.
     Tenant shall pay all debts incurred, and shall satisfy or bond all liens of
     contractors, subcontractors, mechanics, laborers, and materialmen in
     respect to construction, alteration and repair in and on the Premises and
     Tenant hereby indemnifies Landlord against all costs and charges, including
     legal fees, resulting from any claims arising from Tenant's failure to do
     so. Tenant shall have no authority to create any liens for labor or
     material on or against Landlord's interest in the Project, and all persons
     contracting with Tenant for work on or in the Premises shall look to Tenant
     and to Tenant's interest only to secure the payment of any bill or account
     for work done or material furnished. If any mechanic's, laborer's, or
     materialmen's lien shall at any time be filed against the Project by reason
     of any act or omission of Tenant, Tenant shall cause the same to be
     discharged by payment, deposit, bond or


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     order of a court of competent jurisdiction as provided by Section 8.04
     hereof.

          (f) Tenant's Construction Allowance. Tenant shall construct the
     Leasehold Improvements at its sole cost and expense in accordance with the
     Approved Plans. Tenant shall receive from Landlord an allowance (the
     "CONSTRUCTION ALLOWANCE") of up to, but not exceeding, $450,000, which
     Construction Allowance shall be used solely to contribute toward payment of
     Tenant's relocation expenses and the cost of the labor and materials to
     construct the Leasehold Improvements in accordance with the Approved Plans,
     and related permit and license fees and consulting costs (the "WORK COST").
     Tenant shall also receive from Landlord an allowance (the "PLANNING
     ALLOWANCE") of up to, but not exceeding $1.25 per rentable square foot of
     space leased hereby, which Planning Allowance shall be used solely to
     contribute toward payment of Tenant's architectural, engineering and space
     planning services needed to prepare the Approved Plans. Tenant agrees to
     use Landlord's architect, Antinozzi Associates, or another architect
     selected by Tenant and approved by Landlord (which approval shall not be
     unreasonably withheld), to prepare Tenant's space plan for the Premises.
     Landlord hereby approves CORE Group P.C. as Tenant's Architect. Tenant
     shall provide Landlord with information as reasonably requested by Landlord
     to substantiate the complete Work Cost following acceptance of construction
     bids for the Leasehold Improvements, including a certified budget
     reasonably acceptable to Landlord (the "CONSTRUCTION BUDGET") and shall
     provide Landlord with any changes thereto within two (2) days following any
     such change (such approved costs and expenses, the "CONSTRUCTION
     EXPENSES"). Landlord shall pay the Planning Allowance to Tenant in not more
     than three (3) disbursements within twenty (20) days following Tenant's
     delivery to Landlord of invoices (and any other reasonable supporting
     information requested by Landlord) for expenses permitted to be paid under
     the Planning Allowance. The Construction Allowance shall be disbursed as
     described in subsection (g) below.

          (g) Payment of Construction Allowance. The Construction Allowance
     shall be payable by Landlord to Tenant on a progress payment basis (but not
     more frequently than monthly) in an amount equal to "LANDLORD'S SHARE"
     (defined below) of the Construction Expenses within twenty (20) days after
     Tenant has delivered to Landlord evidence of the completion of the
     Leasehold Improvements (or any portion thereof) pursuant to the Approved
     Plans. Prior to Landlord's payment of the full amount of the Construction
     Allowance, Landlord and Tenant agree that both shall make payment of their
     respective obligations for the Construction Expenses on an equal basis;
     after Landlord's disbursement of the Construction Allowance, Tenant shall
     be financially responsible for all remaining Construction Expenses for its
     Leasehold Improvements. In no event shall Landlord be responsible for any
     sums in excess of the Construction Allowance. In connection with each
     request for payment, Tenant shall submit to Landlord a detailed requisition
     form (reasonably satisfactory to Landlord) broken down by categories
     identified in the Construction Budget and signed by Tenant's Architect and
     Tenant's construction manager together with:

               (i) either a complete itemization and description of all design
          and construction costs for which reimbursement is sought by any
          contractor, subcontractor or vendor, together with a schedule of
          invoices received describing invoice date and amount; or completed
          copies of AIA Document G-702 and G-703, if AIA contract documentation
          is utilized for contractor payments;

               (ii) a written instrument signed by Tenant's Architect and
          Tenant's construction manager certifying and representing that based
          on on-site observations, with knowledge that Landlord is relying upon
          the same: (A) that the data comprising the requisition and all
          materials and work represented by the requisition has been completed
          or delivered in accordance with the requirements and standards
          contained in the Approved Plans and Construction Budget, and the
          vendors, contractors, and suppliers supplying services, work or
          materials to the Premises are entitled to be paid in the amount
          requested in the requisition; (B) such Leasehold Improvements have
          been constructed in accordance with the Approved Plans and the
          requirements of applicable law; (C) that the lien waivers submitted as
          part of the requisition represent lien waivers from Tenant's
          Architect, all contractors, subcontractors and materialmen who have
          supplied materials or performed work for which reimbursement is
          sought; and (D) with respect to the final disbursement of the
          Construction Allowance, the certificate of occupancy or a temporary
          certificate of occupancy accompanying the requisition is an original
          certificate as issued by the Building Department of the Town of
          Trumbull for the Leasehold Improvements;



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               (iii) evidence reasonably satisfactory to Landlord that Tenant
          has paid the balance of Construction Expenses with respect to the
          preceding month's requisition for payment; and

               (iv) such other reasonable requirements as may be customarily
          used by institutional construction lenders in their construction loan
          administration for projects of similar value and scope.

     Landlord shall not be obligated to pay any portion of the Construction
     Allowance to Tenant if Tenant is in default of any of its obligations under
     this Lease, notwithstanding any provision to the contrary contained herein
     or Tenant has not paid its share of the Construction Expenses with respect
     to the immediately preceding requisition request. "Landlord's Share" shall
     be equal to 50% of the Construction Expenses for which Tenant shall have
     submitted a requisition request subject to the terms and conditions of this
     subsection (g), but, in no event, shall Landlord be required to pay more
     than the Construction Allowance. If Landlord fails to pay Tenant when due
     the Landlord's Share of any Construction Expenses for which Tenant shall
     have submitted a requisition request (accompanied by the necessary
     supporting documentation as provided above), Tenant shall have the right to
     pursue its legal remedies for such failure, but shall not have any right to
     cancel this Lease. If Tenant pursues court action against Landlord and
     obtains a final money judgment by a court of competent jurisdiction against
     Landlord due to Landlord's failure to pay such sum, Tenant may set-off the
     amount of such money judgment against its future Annual Base Rent
     obligations under this Lease unless Landlord satisfies the money judgment
     within fifteen (15) days following entry of such money judgment by such
     court.

          (h) Access to Premises for Construction. Landlord will permit Tenant
     and Tenant's agents, contractors and suppliers to enter the Premises after
     the Commencement Date so that Tenant may construct the Leasehold
     Improvements following: (i) Tenant's execution of this Lease, (ii) payment
     in full of the Security Deposit, (iii) Tenant's delivery of all applicable
     insurance certificates required by this Lease, (iv) Landlord's approval of
     Tenant's Architect (if different from Landlord's designated architect) and
     Tenant's Contractor, and (v) Landlord's receipt of the Approved Plans. Such
     entry shall be upon the condition that Tenant and its agents, contractors
     and suppliers shall work in harmony with Landlord and its employees,
     agents, contractors and suppliers and will not interfere with: (A) the
     work, or use and enjoyment of any other tenants or occupants in the
     remainder of the Building, (B) the business operations of such other
     tenants or occupants, or (C) Landlord's Rules and Regulations. Until such
     time as Tenant shall secure a certificate of occupancy for the Leasehold
     Improvements, Tenant and its architects, engineers, space planners,
     contractors and subcontractors shall have access to the Premises solely in
     connection with the Leasehold Improvements. Any entry by Tenant or its
     agents, architects, engineers, space planners, contractors, subcontractors,
     materialmen and any other party given access to the Premises in connection
     with the Leasehold Improvements ("TENANT'S AGENTS AND CONSULTANTS") shall
     be at the sole risk of such party and without liability to Landlord, its
     agents, employees, officers, directors, principals, partners, shareholders
     and affiliates. Tenant acknowledges that the Building may be occupied by
     other tenants or may be under construction by Landlord or other tenants.
     Tenant agrees to keep the Common Areas clean and free at all times of any
     obstructions, supplies, equipment and materials brought into the building
     by Tenant or Tenant's Agents or Consultants; comply with Landlord's Rules
     and Regulations applicable to Tenant's construction activities and the
     activities of Tenant's Agents and Consultants; and comply with Landlord's
     directions and requirements concerning the use and the time of use of the
     means of ingress to, and egress from, the Building (and the Building
     elevators) with respect to Tenant's construction activities at the
     Building. Tenant may perform its Leasehold Improvements and initial move-in
     during "Normal Business Hours" (as defined in Section 6.01); provided,
     however, that such activities shall be co- ordinated with Landlord and
     subject to Landlord's reasonable requirements to prevent disturbance of the
     business operations of other Building tenants and result in minimal
     interference to the Building's operations. To the extent there exists and
     Tenant uses a freight elevator in connection therewith, such usage shall be
     without charge.

          (i) Compliance with Warranty Requirements. With respect to any work by
     Tenant (including the Leasehold Improvements) at the Premises that will
     affect the roof or any Building component that is under warranty, Tenant
     shall review the warranty requirements and use the contractor

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     providing the warranty (or a contractor permitted by the terms of the
     warranty). In connection with any such work, Tenant shall comply with all
     warranty requirements to prevent the warranty (or any portion of such
     coverage) from being diminished or invalidated. Tenant shall not begin any
     such work until Tenant shall have complied with the foregoing requirements.

     3.04 CONFIRMATORY AMENDMENTS. When the Commencement Date and Expiration
Date hereof have been determined in accordance with the provisions set forth in
this Lease, the parties hereto shall execute a document in recordable form,
setting forth said dates and said document shall be deemed a supplement to and
part of this Lease.

                              4. RENT AND SECURITY

     4.01 ANNUAL BASE RENT. Beginning with the Rent Commencement Date and
continuing throughout the Term, Tenant shall pay to or upon the order of
Landlord an annual rental as set forth in Section 1.06 (the "ANNUAL BASE RENT")
on or before the first day of each calendar month in advance. All payments of
rent shall be made without demand, deduction, counterclaim, set-off, discount or
abatement in lawful money of the United States of America, except as otherwise
provided in this Lease. If the Rent Commencement Date should occur on a day
other than the first day of a calendar month, or the Expiration Date should
occur on a day other than the last day of a calendar month, then the monthly
installment of Annual Base Rent for such fractional month shall be prorated upon
a daily basis based upon a thirty (30) day month.

     4.02 ADDITIONAL RENT. Tenant shall pay to Landlord all charges and other
amounts required under this Lease and the same shall constitute additional rent
hereunder (herein called "ADDITIONAL RENT"), including, without limitation, any
sums due resulting from the provisions of Sections 5 and 6 hereof. All such
amounts and charges shall be payable to Landlord at the place where the Annual
Base Rent is payable. Landlord shall have the same remedies for a default in the
payment of Additional Rent as for a default in the payment of Annual Base Rent.
The capitalized term "RENT", as used in this Lease, shall mean the Annual Base
Rent plus the Additional Rent payable under Sections 5 and 6.

     4.03 PLACE OF PAYMENT. The Annual Base Rent and all other sums payable to
Landlord under this Lease shall be paid to Landlord at c/o Davis Management
Corp., 187 Danbury Road, Wilton, Connecticut 06897, or at such other place as
Landlord shall designate in writing to Tenant from time to time.

     4.04 TERMS OF PAYMENT. Tenant shall pay to Landlord all Annual Base Rent as
provided in Section 4.01 above and Tenant shall pay all Additional Rent payable
under Sections 5 and 6 on the terms provided therein. Except as provided in this
Section 4 and as may otherwise be expressly provided by the terms of this Lease,
Tenant shall pay to Landlord, within fifteen (15) days after delivery by
Landlord to Tenant of bills or statements therefor: (a) sums equal to all
expenditures made and monetary obligations incurred by Landlord under this Lease
for Tenant's account including, without limitation, expenditures made and
obligations incurred in connection with the remedying by Landlord any of
Tenant's defaults pursuant to the provisions of this Lease; (b) sums equal to
all expenditures made and monetary obligations incurred by Landlord, including,
without limitation, expenditures and obligations incurred for reasonable counsel
fees, in collecting or attempting to collect the Rent or any other sum of money
accruing under this Lease or in enforcing or attempting to enforce any rights of
Landlord under this Lease or pursuant to law; and (c) all other liabilities,
losses, expenses and damages accruing from Tenant to Landlord under the
provisions of this Lease.

     4.05 LATE CHARGES; INTEREST.

          (a) Tenant hereby acknowledges that late payment by Tenant to Landlord
     of any Rent or other sums due hereunder will cause Landlord to incur costs
     not contemplated by this Lease, the exact amount of which will be extremely
     difficult to ascertain. Such costs include, but are not limited to,
     processing and accounting charges, and late charges which may be imposed on
     Landlord by the terms of any mortgage covering the Project. If Tenant shall
     fail to pay any Rent within seven (7) days after the date


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     same is due and payable, then, without any requirement for notice to
     Tenant, Tenant shall pay to Landlord a late charge equal to five percent
     (5%) of the overdue amount but not to exceed the maximum late charge
     permitted by applicable law. The parties hereby agree that such late charge
     represents a fair and reasonable estimate of the costs Landlord will incur
     by reason of late payment by Tenant. Acceptance of such late charge by
     Landlord shall in no event constitute a waiver of Tenant's default with
     respect to such overdue amount, nor prevent Landlord from exercising any of
     the other rights and remedies granted thereunder.

          (b) Any amount not paid by Tenant to Landlord within five (5) days
     following the date when due shall bear interest from the date due at the
     lesser of (a) twelve percent (12%), or (b) the maximum rate then allowable
     by law, except that interest shall not be payable on any late charge.
     Payment of interest shall not excuse or cure any default by Tenant. If the
     delinquent amount is subject to a late charge hereunder, then such
     delinquent amount shall bear interest from the thirtieth (30th) day
     following its due date.

     4.06 SECURITY DEPOSIT.

          (a) Upon execution of this Lease, Tenant shall deliver to Landlord a
     security deposit in the amount of $250,000.00, (such amount, or such lesser
     amount as may be permitted by this Section 4.06(e), the "SECURITY DEPOSIT")
     for the faithful performance of all terms, covenants and conditions of this
     Lease in the form of an unconditional, irrevocable letter of credit that
     shall: (i) be issued for the benefit of Landlord by a banking institution
     whose identity and creditworthiness shall be subject to Landlord's
     reasonable approval, (ii) be effective on the Commencement Date and have a
     term of not less than one (1) year following the Commencement Date and
     containing automatic year-to-year renewal provisions subject to the Letter
     of Credit issuer's right to notify Landlord in writing by certified or
     registered mail of non-renewal at least thirty (30) days prior to the
     expiration of the Letter of Credit, (iii) be in the form attached hereto as
     Exhibit F or in such form as shall be acceptable to Landlord, (iv) provide
     for the amount thereof to be available to the Landlord in multiple drawings
     conditioned only upon presentation of a sight draft accompanied by the
     signed statement of Landlord to the effect that Tenant is in default under
     the terms of this Lease and shall otherwise be in accordance with the
     conditions for drawing stated in Exhibit F hereto, and (v) be transferable
     by Landlord to its successors or assigns (a "LETTER OF CREDIT").

          (b) Within fifteen (15) days following receipt of a non-renewal notice
     from the Letter of Credit issuer (such date, the "RE-DELIVERY DEADLINE"),
     Tenant shall deliver to Landlord either: (i) a substitute Letter of Credit
     that satisfies the requirements for a Letter of Credit stated in this
     Section 4.06(a), or (ii) the Security Deposit in the form of cash (but a
     cash Security Deposit will only be permitted after the third (3rd) Lease
     Year). If Tenant fails to timely deliver the substitute Letter of Credit or
     cash Security Deposit, Landlord shall have the right to draw the Letter of
     Credit and receive the proceeds as a cash Security Deposit. Tenant agrees
     that its failure to furnish Landlord with the required Security Deposit
     either in the form of a substitute Letter of Credit or as cash in
     compliance with the requirements for the initial Letter of Credit prior to
     the Re-Delivery Deadline shall not be subject to any rights of notice or
     cure under this Lease.

          (c) Tenant agrees that Landlord may, without waiving any of Landlord's
     other rights and remedies under this Lease upon the occurrence of any of
     the Events of Default described in Article 13 hereof, apply the Security
     Deposit to remedy any failure by Tenant to repair or maintain the Premises
     or to perform any other terms, covenants or conditions contained herein.
     Should Landlord use any portion of the Security Deposit to cure any Event
     of Default by Tenant hereunder, Tenant shall forthwith replenish the
     Security Deposit to the original amount. Upon the occurrence of any of the
     Events of Default described in Article 13 hereof, the Security Deposit
     shall become due and payable to Landlord to the extent required to
     compensate Landlord for damages incurred, or to reimburse Landlord as
     provided herein, in connection with any such Event of Default.

          (d) In the event of a sale or leasing of the Building, Landlord shall
     have the right to transfer the balance of the Security Deposit to the new
     owner or to tenant. Upon any such transfer, Landlord shall thereupon be
     released by Tenant from all liability for the return of the Security
     Deposit; and Tenant agrees to look to the new landlord for the return of
     such Security Deposit. If Tenant is not in

                                       8


<PAGE>   9




     default hereunder at the end of the Term, Landlord will, within thirty (30)
     days after the expiration or earlier termination of the Lease, return the
     Security Deposit, or so much as has not been applied by Landlord with all
     accrued interest, to Tenant or the last permitted assignee of Tenant's
     interest hereunder at the expiration of the Term.

          (e) The Security Deposit shall be subject to reduction from the
     initial Security Deposit of $250,000.00 to the amounts stated as the
     "Minimum Required Security Deposit Balance" indicated in the table below
     effective on the first day of the Lease Year identified below provided that
     no Event of Default has occurred and is continuing:



                                       9


<PAGE>   10


<TABLE>
<CAPTION>


                                                          MINIMUM REQUIRED SECURITY
                  LEASE YEAR                                  DEPOSIT BALANCE
                  ----------                              -------------------------
                  <S>                                     <C>

                      1-2                                            $250,000.00
                      3                                              $125,000.00
                      4-5                                            $ 66,803.76
                      6-15                                           $ 25,693.75

</TABLE>

                    5. ADDITIONAL RENT FOR REAL ESTATE TAXES
                             AND OPERATING EXPENSES

     5.01 NET LEASE. This Lease is what is commonly called a "net lease," it
being understood that Landlord shall receive the rent set forth as Annual Base
Rent free and clear of any and all impositions, taxes, real estate taxes,
utilities, liens, charges or expenses of any nature whatsoever in connection
with the ownership, maintenance, repair and operation of the Premises, except as
specifically provided hereunder.

     5.02 DEFINITIONS. The following terms shall have the meanings provided
below:

          "TAXES": means all taxes, assessments and charges of every kind and
     nature levied, assessed or imposed at any time by any governmental
     authority upon or against the Project or any improvements, fixtures and
     equipment of Landlord used in the operation thereof whether such taxes and
     assessments are general or special, ordinary or extraordinary, foreseen or
     unforeseen. Taxes shall include, without limitation, all general real
     property taxes and general and special assessments, charges, fees or
     assessments for all governmental services or purported benefits to the
     Project, service payments in lieu of taxes, all business privilege taxes,
     and any tax, fee or excise on the act of entering into this Lease or any
     other lease of space in the Building, or on the use or occupancy of the
     Building or any part thereof, or on the rent payable under any lease or in
     connection with the business of renting space under any lease or in
     connection with the business of renting space in the Building, that are now
     or hereafter levied or assessed against Landlord by the United States of
     America, the State of Connecticut, or any political subdivision, public
     corporation, district or other political or public entity, and the legal
     fees, experts' and other witnesses' fees, costs and disbursements incurred
     in connection with proceedings to contest, determine or reduce Taxes. Taxes
     shall also include any other tax, fee or other excise, however described,
     that may be levied or assessed as a substitute for, or as an addition to,
     in whole or in part, any other Taxes (including, without limitation, any
     municipal income tax) and any license fees, tax measured or imposed upon
     rents, or other tax or charge upon Landlord's business of leasing the
     Building, whether or not now customary or in the contemplation of the
     parties on the date of this Lease.

     Taxes shall not include: (i) penalties or interest for late payment of
Taxes; and (ii) estate, succession, franchise and inheritance taxes, and federal
and state income taxes, unless due to a change in the method of taxation such
tax is levied or assessed against Landlord as a substitute for, or as an
addition to, in whole or in part, any other Tax that would constitute a Tax.

          "TAX YEAR": means the period of twelve (12) months commencing on July
     1st of each year or such other twelve (12) month period as may hereafter be
     duly adopted as the fiscal year for real estate tax purposes for the Town
     of Trumbull or other applicable governmental authority. The first Tax Year
     for purposes of this Lease shall be the period July 1, 1999 to June 30,
     2000. Each Tax Year thereafter shall consist of twelve (12) consecutive
     calendar months following the end of the immediately preceding Tax Year.

          "OPERATING EXPENSES": means all costs and expenses (including any
     sales or other taxes thereon) paid or incurred on behalf of Landlord
     (whether directly or through independent contractors) in the exercise of
     its reasonable discretion, for:

     (a) The ownership, management, operation, repair, maintenance, and
replacement, in a neat, clean, safe, good order, and condition, of the Project
as a first class office project, including but not limited


                                      -10-

<PAGE>   11




to, the following:

          (i) The Common Areas, including their surfaces, coverings, decorative
     items, carpets, drapes, and window coverings, and including parking areas,
     entry area, loading and unloading areas, trash areas, roadways, sidewalks,
     walkways, stairways, parkways, driveways, landscaped areas, walking trails,
     striping, bumpers, irrigation systems, lighting facilities, building
     exteriors and roofs, fences, and gates;

          (ii) All heating, ventilating, air conditioning, plumbing, electrical,
     mechanical, septic and sewer systems, life safety equipment,
     telecommunications, elevators and escalators, tenant directories, fire
     detection systems, security system, emergency generator, sprinkler systems,
     and other equipment used in common by, or for the benefit of, occupants of
     the Building;

     (b) Cleaning, janitorial, window washing, trash and waste disposal, snow
and ice removal, exterior and interior landscaping, pest extermination and
security services;

     (c) Utility Expenses (excluding electricity supplied to the Premises and
billed to Tenant pursuant to Section 5.04 and electricity used by other tenants
of the Building within their leased space and billed directly to such tenants)
and other publicly mandated services to the Project;

     (d) The operation and maintenance of the cafeteria and fitness center,
including, without limitation, the cost of insurance, utilities, repairs, and
payment of any insurance deductible amounts payable by Landlord;

     (e) The premiums for fire, extended coverage, loss of rents, boiler,
machinery, sprinkler, public liability, property damage, earthquake, flood,
boiler and machinery and all other insurance relative to the Project and the
operation and maintenance thereof plus the cost of the deductible payments made
by Landlord in connection with a casualty;

     (f) Salaries, wages, compensation, out-of-pocket expenses, fringe and union
benefits and labor costs (including the amount of any taxes, social security
taxes, unemployment insurance contributions, insurance, retirement, medical,
workers' compensation and other employee benefits) of janitors, janitresses,
engineers and other employees of Landlord, and any employees (below the
executive level) of Landlord's property management agent;

     (g) All supplies, tools, materials, equipment and maintenance and service
contracts in connection therewith; telephone, stationery, office supplies and
other office costs of administration allocable to the Project; consulting fees,
legal fees and accounting fees and other expenses of maintaining and auditing
Project accounting records and preparing Landlord's Statements;

     (h) Replacing, repairing and/or adding improvements in order to comply with
laws or governmental orders which have an effective date, or which are enacted
or promulgated after the date of this Lease, or the requirements of Landlord's
insurer, and any repairs or removals necessitated thereby, amortized over their
useful life as determined consistent with typical commercial office buildings in
Fairfield County (including interest at the rate of 12% per annum or such higher
rate as may have been paid by Landlord on funds borrowed for the purpose of
constructing such capital improvements);

     (i) Replacing, repairing and/or adding any equipment, device, or capital
improvement to reduce (or avoid an increase in) operation or maintenance
expenses with respect to the Project, amortized over its useful life as
determined consistent with typical commercial office buildings in Fairfield
County (including interest on the unamortized balance as stated above in
subsection (h);

     (j) Association fees and dues with respect to associations of owners of
first class office buildings located in Fairfield County, Connecticut reasonably
apportioned to the buildings owned by Landlord and its affiliates;


                                      -11-

<PAGE>   12





     (k) Any other expenses of any other kind whatsoever reasonably incurred in
managing, operating, maintaining, and repairing all or any part of the Project,
including any other service to be provided by Landlord that is elsewhere in this
Lease stated to be an "Operating Expense";

     Operating Expenses shall also include a fee for management services whether
rendered by Landlord (or an affiliate) or a third-party property manager in an
amount not to exceed five percent (5%) of Rent (including the Electric Expense
pursuant to Section 5.04).

     Operating Expenses shall not include: (i) utility expenses that are
separately metered for any individual tenant in the Building; (ii) any expense
for which Landlord is entitled to be reimbursed by a specific tenant or other
third party by reason of a special agreement or requirement of the occupancy of
the Building by such tenant; (iii) expenses for services provided by Landlord
for the exclusive benefit of a given tenant or tenants for which Landlord is
entitled to be directly reimbursed by such tenant or tenants; (iv) all costs,
fees and disbursements relating to activities for the solicitation, negotiation,
execution and enforcement of leases for space in the Building (including but not
limited to brokerage commissions or attorneys' fees therefor); (v) the costs of
alterations to, or the decorating or the redecorating of, space in the Building
leased to other tenants; (vi) the costs of selling, syndicating, financing or
mortgaging any of Landlord's interest in the Project; (vii) depreciation,
interest and principal payments on mortgages and other debt costs, if any;
(viii) repairs or other work needed because of fire or other casualty to the
extent of insurance proceeds received by Landlord.; (ix) executives' salaries
and other benefits above the grade of Building manager; (x) capital
expenditures, except as expressly provided above; (xi) overhead and profit
increment paid to affiliates of Landlord for services to the extent that such
costs exceed the costs of such services were they not rendered by an affiliate;
(xii) rental and other payments under any ground or underlying lease; (xiii)
costs to comply with Laws in effect as of the date of this Lease and mandate any
compliance action prior to the date of this Lease; (xiv) costs of removing any
Hazardous Materials in the Building; and (xv) Landlord's general corporate
overhead and general and administrative expenses.

          "UTILITY EXPENSES": means all expenses paid or incurred on behalf of
     Landlord for utility or utility services for the Project, including, but
     not limited to, water, sewer, electric, gas, steam, fuel oil and chilled
     water, together with any taxes on said costs.

          "PROJECT EXPENSES": means the Taxes and Operating Expenses.

          "TENANT'S PROPORTIONATE SHARE": Tenant's Proportionate Share shall be
     a fraction, the numerator of which shall be the rentable area of the
     Premises and the denominator of which shall be the rentable area of the
     office portion of the Building. On the Commencement Date the Tenant's
     Proportionate Share is ten and fifty-four hundredths percent (10.54%). The
     Tenant's Proportionate Share shall be recalculated from time to time in the
     event that there shall be a change in the rentable area of either the
     Premises or the Building.

          "LANDLORD'S STATEMENT": means an instrument containing a computation
     of any Additional Rent due pursuant to the provisions of this Section 5.

     5.03 PAYMENT OF ADDITIONAL RENT. Tenant shall pay Tenant's Proportionate
Share of Project Expenses monthly in advance beginning on the Rent Commencement
Date and continuing on the first day of each calendar month throughout the Term.
Landlord may require that Tenant pay Tenant's Proportionate Share of Project
Expenses based on Landlord's reasonable written estimate thereof delivered to
Tenant from time to time, and upon Tenant's receipt of any such notice from
Landlord, the amount of such monthly installment payments shall change
consistent with Landlord's written estimate. Within a reasonable time after the
end of each calendar year, Landlord shall furnish to Tenant a notice as to
whether the estimated payments paid by Tenant were more or less than actual
Project Expenses. Within fifteen (15) days following delivery of a Landlord's
Statement, Tenant shall pay to Landlord the amount of any underpayment of
Project Expenses. In the event that Tenant's payments exceed its liability for
Project Expenses, any such overpayment shall be credited against the monthly
installments of Rent that are next due and payable by Tenant under this Section.



                                      -12-

<PAGE>   13




     5.04 PAYMENT OF ELECTRIC EXPENSE.

          (a) Tenant shall pay for the full cost (the "ELECTRIC EXPENSE") of the
     electric energy consumed within the Premises as Additional Rent. The
     Electric Expense shall be reasonably determined by Landlord from time to
     time based upon the survey report of a third party engineering consultant
     which shall take into consideration Tenant's electricity consumption,
     actual hours of operation, the equipment and machinery in the Premises and
     the rentable area of the Premises and the actual rate of payment
     established by the utility company for such service. The Electric Expense
     is initially established at the rate of $1.50 per rentable square foot of
     the Premises for calendar year 1999. The Electric Expense shall increase
     based upon the increases in rate charged by the utility company to the
     Landlord and, at Landlord's election, by re- survey by Landlord's
     consultant. The Electric Expense payable in respect of the Premises shall
     constitute Additional Rent under this Lease (but shall not be included as
     an Operating Expense), and shall be due and payable monthly in advance
     beginning on the Commencement Date and continuing on the first day of each
     calendar month during the Term. Any Electric Expense by any such meter
     shall be payable within fifteen (15) days following Landlord's delivery of
     its invoice to Tenant for the Electric Expense. The Additional Rent payable
     under this subsection (a) does not include the Electric Expense associated
     with "Tenant's Special Equipment" (as defined below). Tenant may, at its
     own cost and expense, retain its own independent electrical consultant to
     survey its electric usage. If Tenant's survey indicates a reasonable basis
     for disputing Landlord's Electric Expense charge, then Tenant shall provide
     Landlord with a copy of its survey and any relevant information requested
     by Landlord. If the parties cannot agree on a satisfactory resolution of
     the dispute within thirty (30) days, then both parties agree to engage in a
     mediation or arbitration process in which an independent electrical
     engineer mutually agreeable to both parties resolves the dispute. Landlord
     and Tenant agree that the Electric Expense payable under Section 5.04(a)
     shall be equitably adjusted by an appropriate deduction for the amount of
     rentable square feet in Tenant's data center because such area is subject
     to payment of Electric Expense based upon the "check" meter pursuant to
     Section 5.04(b) below.

          (b) Tenant shall install a "check" meter at its expense as part of the
     Leasehold Improvements, to measure Tenant's consumption of all electricity
     used by Tenant in connection with its use and operation of its data center,
     including, without limitation, emergency generator, computer systems and
     supplemental HVAC as described in Exhibit E (the "TENANT'S SPECIAL
     EQUIPMENT") and all related lighting and power within the data center.
     Tenant shall pay for its electric usage based upon the electric power
     consumption evidenced by Landlord's reading of the "check" meter and the
     then prevailing utility rate established by the electric utility company
     providing such power to the Premises. The Electric Expense payable in
     respect of Tenant's Special Equipment shall constitute Additional Rent
     under this Lease, and shall be due and payable within fifteen (15) days
     following Landlord's delivery of its invoice to Tenant for such Electric
     Expense.

     5.05 LANDLORD'S STATEMENTS AND TENANT'S INSPECTION RIGHTS.

          (a) Landlord's Statements shall be rendered to Tenant, but Landlord's
     failure to render Landlord's Statement with respect to any Tax Year or
     calendar year or Landlord's delay in rendering said Landlord's Statement
     beyond a date specified herein shall not prejudice Landlord's right to
     render a Landlord's Statement with respect to that or any subsequent Tax
     Year or calendar year, except that Tenant shall not be obligated to pay any
     item of Additional Rent which is billed for the first time more than
     twenty-four (24) months after the end of the applicable annual period for
     which such Additional Rent is payable. The obligations of Landlord and
     Tenant under the provisions of this Section with respect to any Additional
     Rent incurred during the Term shall survive the expiration or any sooner
     termination of the Term. If Landlord fails to give Tenant a statement of
     projected Operating Expenses prior to the commencement of any calendar
     year, Tenant shall continue to pay Operating Expenses in accordance with
     the previous statement, until Tenant receives a new statement from
     Landlord.

          (b) During the ninety (90) day period after receipt of any Landlord's
     Statement, Tenant may commence to inspect and audit Landlord's records
     relevant to the cost and expense items reflected in such Landlord's
     Statement at a reasonable time mutually agreeable to Landlord and Tenant
     during Landlord's usual business hours. Each Landlord's Statement shall be
     conclusive and binding upon


                                      -13-

<PAGE>   14




     Tenant unless within ninety (90) days after receipt of such Landlord's
     Statement Tenant shall notify Landlord that it disputes the correctness of
     Landlord's Statement, specifying the respects in which Landlord's Statement
     is claimed to be incorrect. Pending the determination of such dispute as
     hereinafter provided, Tenant shall pay Additional Rent in accordance with
     the applicable Landlord's Statement, and such payment shall be without
     prejudice to Tenant's position. In the event Tenant disputes the
     computation set forth on Landlord's Statement, Tenant shall have the right
     to retain an independent certified public accountant, at Tenant's sole cost
     and expense, to inspect the records of the material reflected on such
     Landlord's Statement. If Tenant prevails in any dispute concerning the
     accuracy of any Landlord's Statement and Tenant has paid Additional Rent
     with respect thereto in excess of the amount that was actually due and
     payable for the period in question, Tenant shall be entitled to a credit
     against Additional Rent thereafter payable in the amount of Tenant's
     overpayment of Additional Rent resulting from compliance with Landlord's
     Statement or, if no further Additional Rent is to come due pursuant to the
     terms of this Lease, then Landlord shall refund such overpayment to Tenant,
     which obligation shall survive the expiration of this Lease.

          (c) In the event that Tenant disputes the inclusion or amounts of any
     item or items of Operating Expenses, and such dispute is not settled by
     agreement between Landlord and Tenant within thirty (30) days after notice
     has been delivered to Landlord, the dispute as to whether such item, items
     or amounts have been properly included in any such Landlord's Statement
     shall be determined by a firm of independent certified public accountants
     (the "Accountants"), which firm shall be mutually acceptable to Landlord
     and Tenant. The Accountants, Landlord, and Tenant all shall be entitled to
     review all records relating to the disputed items, and the parties shall be
     granted a hearing before the Accountants prior to the rendering of a
     determination by the Accountants. The determination of any such matter by
     the Accountants shall be final and binding upon both Landlord and Tenant
     and the expenses involved in such determination shall be borne by the party
     against whom the decision is rendered by the Accountants; provided, that if
     more than one item is disputed and the decision shall be against each party
     in respect of any item or items so disputed, the expenses shall be
     apportioned according to the number of items decided against each party.
     Notwithstanding the foregoing, Landlord and Tenant agree that any "Big
     Five" firm of independent certified public accountants shall be acceptable
     to both parties.

          (d) As a condition to Landlord providing Tenant with access to its
     records, Tenant agrees that all such information shall be treated
     confidentially and will not be disclosed by Tenant or any directors,
     officers, employees, affiliates, agents, advisors or representatives, and
     Tenant shall be responsible for the compliance of such parties with this
     confidentiality agreement, except that Tenant may disclose such information
     to its attorneys, accountants and other professional consultants and as may
     be required by law. Tenant agrees to sign a confidentiality agreement to
     such effect and obtain a similar agreement from such other persons
     identified in the preceding sentence.

          (e) Any delay or failure of Landlord in billing any Additional Rent as
     provided herein shall not constitute a waiver of or in any way impair the
     continuing obligation of Tenant to pay such rent adjustments hereunder.

     5.06 ADDITIONAL RENT ADJUSTMENTS. If the Term shall expire on a date other
than December 31st, any Additional Rent for the Lease Year in which the
expiration date shall occur shall be apportioned (based upon the immediately
preceding 12 month period) in that percentage which the number of days in the
period from January 1st of such Lease Year to such date of expiration, both
inclusive, shall bear to the total number of days in the calendar year in which
such expiration occur

     5.07 PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings, equipment,
and all other personal property of Tenant contained in the Premises or
elsewhere. If any of Tenant's said personal property shall be assessed with
Landlord's real property, Tenant shall pay to Landlord the taxes attributable to
Tenant within fifteen (15) days after receipt of a written statement setting
forth the taxes applicable to Tenant's property.


                            6. SERVICES AND UTILITIES


                                      -14-

<PAGE>   15





     6.01 SERVICES. Landlord shall provide the following services to the
Building and Premises (subject to Tenant's reimbursement and payment obligations
therefor in accordance with the operation of Section 5 hereof):

          (a) Janitor services in and about the Premises in accordance with the
     cleaning specifications set forth in Exhibit D, Saturdays, Sundays and
     union and state and federal government holidays (the "HOLIDAYS") excepted.
     Tenant shall not provide any janitor service without Landlord's written
     consent. If Landlord's consent is given, such janitor services shall be
     subject to Landlord's supervision and control, but shall be performed at
     Tenant's sole cost and responsibility.

          (b) Heat and air-conditioning as required to maintain comfortable
     temperature (excluding specialized temperature and humidity control for
     computers, printers and other equipment) daily from 8:00 a.m. to 6:00 p.m.
     Monday through Friday, Saturdays from 8:00 a.m. to 12:00 noon ("NORMAL
     BUSINESS HOURS"), the remainder of Saturdays, Sundays and Holidays
     excepted, consistent with such service typical of comparable buildings in
     Fairfield County. Overtime HVAC and other services shall be available as
     provided in Section 6.02 hereof.

          (c) Electric current only, in amounts required for normal lighting by
     building standard lighting overhead fixtures and for Tenant's normal
     business operations, including without limitation, personal computers,
     copiers, facsimile machines and other ordinary business equipment, and
     Tenant's Special Equipment, subject, however, to Section 6.03 and
     Landlord's approval of Tenant's final electrical plan for the Premises (but
     specifically excluding electric current surge protection).

          (d) Hot and cold running water for cleaning, drinking, lavatory and
     toilet purposes drawn through fixtures installed by Landlord or by Tenant
     with Landlord's written consent. Tenant shall pay, at rates fixed by
     Landlord as Additional Rent, for water used for any purpose other than
     drinking, lavatory or toilet purposes. If Tenant's water use increases
     beyond customary office user levels, Landlord shall have the right to
     install a water meter at Tenant's expense and to charge Tenant as
     Additional Rent for its water consumption in the Premises in accordance
     with readings from such meter.

          (e) Window washing of all windows in the Premises both inside and out,
     weather permitting at intervals established by Landlord pursuant to the
     cleaning specifications set forth in Exhibit D hereto.

          (f) Maintenance of the Common Areas so that they are clean and free
     from accumulations of snow, debris, filth, rubbish and garbage.

          (g) Access by Tenant to the Premises and the use of designated
     elevator service by Tenant 24 hours per day, seven (7) days per week, 52
     weeks per year, subject to the operation of Landlord's computerized access
     system at Building entrances and the Rules and Regulations.

     6.02 ADDITIONAL SERVICES. Landlord shall impose reasonable charges and may
establish reasonable rules and regulations for the following: (a) the use of any
heating, air-conditioning, ventilation, or other utility services or equipment
by Tenant at any time other than during the hours set forth in Section 6.01(b)
above ("OVERTIME HVAC"); (b) the usage of any additional or unusual janitorial
services required because of any non-building standard improvements in the
Premises, the carelessness of Tenant, the nature of Tenant's business (including
the operation of Tenant's business other than during the hours set forth in
Section 6.01(b); and (c) the removal of any refuse and rubbish from the Premises
except for discarded material placed in wastepaper baskets and left for emptying
as an incident to Landlord's normal cleaning of the Premises in accordance with
Exhibit D. The expense charged by Landlord to Tenant for any Overtime HVAC shall
be based on Landlord's actual cost for such utility services as charged to
Landlord by the utility companies providing such services, which is currently
$35.00 per hour. This amount shall constitute Additional Rent and shall be
payable by Tenant within fifteen (15) days following Landlord's delivery of


                                      -15-

<PAGE>   16




its invoice to Tenant for such charges.

     6.03 EXCESSIVE CURRENT.

          (a) Tenant shall comply with the conditions of occupancy and connected
     electrical load reasonably established by Landlord (based upon comparable
     first-class office buildings in Fairfield County) for the Building and the
     rules, regulations, terms and conditions applicable to the service
     equipment, wiring and requirements of the utility servicing the Building,
     as well as the Rules and Regulations of Landlord. Tenant covenants that at
     no time shall the use of electrical energy in the Premises exceed the
     capacity of the existing feeders or writing installations then serving the
     Premises. Tenant shall not use utilities or other services in excess of the
     services described above in Section 6.01 or in a manner which exceeds or
     interferes with any Building systems or Landlord's ability to provide
     services to other tenants in the Building. Except as may be permitted by
     Section 8.03, Tenant shall not, without Landlord's prior consent in each
     instance, (i) connect air conditioning equipment, computers, (excluding
     personal computers and printers and office copiers and facsimile machines),
     major appliances (excluding coffee makers, microwave ovens and other
     similar food preparation appliances) or heavy duty equipment ("HIGH USAGE
     EQUIPMENT") to the Building's electrical or mechanical system; or (ii) make
     or perform any alteration to wiring installations or other electrical
     facilities in or serving the Premises or any additions to the electrical
     fixtures, business machines, office equipment or other appliances in the
     Premises which utilize electric energy.

          (b) Landlord may survey Tenant's use of services from time to time.
     Tenant shall pay Landlord all costs arising out of any excess use or other
     connection of High Usage Equipment, including the cost of all repairs and
     alterations to the Building's mechanical and electrical systems (including
     the installation of meters) and the cost of additional electricity made
     available to Tenant, if any. Such costs shall constitute Additional Rent
     and Tenant shall pay such amount within five (5) days of Landlord's demand
     therefor and as periodically billed to Tenant thereafter.

     6.04 UTILITY ADDITIONS. Landlord reserves the right to install new or
additional utility facilities throughout the Building and Common Areas for the
benefit of Landlord or Tenant, or any other tenant of the Building, including,
but not by way of limitation, such utilities as plumbing, electrical systems,
communication systems, and fire protection and detection systems, so long as
such installations do not unreasonably interfere with Tenant's use of the
Premises.

     6.05 LANDLORD'S ACCESS.

          (a) Landlord and Landlord's agents and representatives shall have the
     right to enter the Premises at all reasonable times upon twenty-four (24)
     hours prior notice to Tenant (except in emergencies when no notice shall be
     required): (i) to supply any service to be provided by Landlord to Tenant
     under this Lease, (ii) to show the Premises to "LANDLORD'S MORTGAGEE" (as
     defined in Section 14.01) and to prospective purchasers, lenders and
     tenants, and (iii) to alter, improve or repair the Premises and any portion
     of the Building. Landlord may at any time place on or about the Premises,
     the Building, or the Project "For Sale" signs and Landlord may at any time
     during the last twelve (12) months of the term place on or about the
     Premises "For Lease" signs. All activities of Landlord pursuant to Section
     6.05 shall be without abatement of Rent and Landlord shall not have any
     liability to Tenant for the same. For the purpose of any alterations or
     repairs, Landlord may erect, use and maintain scaffolding, pipes, conduits
     and other necessary structures in and through the Premises where reasonably
     required by the character of the work to be performed, provided that the
     entrance to the Premises shall not be blocked thereby, and the business of
     Tenant shall not be subject to any unreasonable interference or
     interruption.

          (b) If any excavation, substructure or other construction work is made
     adjacent to, upon or within the Building, or any part thereof, Tenant shall
     afford to any and all persons causing or authorized to cause such
     excavation, substructure or construction work license to enter upon the
     Premises for the purpose of doing such work as such persons shall deem
     necessary to preserve the Building or any portions thereof from injury or
     damage and to support the same by proper foundations, braces and supports
     without any claim for damages or indemnity or abatement of any rentals, or
     of a constructive or actual


                                      -16-

<PAGE>   17




     eviction of Tenant.

          (c) Landlord shall have the right to retain keys to the Premises and
     unlock all doors in or upon the Premises other than files, vaults, and
     safes, and in the case of emergency to enter the Premises by any reasonably
     appropriate means, and any such entry shall not be deemed a forcible or
     unlawful entry or detainer of the Premises or an eviction. Tenant waives
     any charges for damages or injuries or interference with Tenant's property
     or business in connection therewith, provided that Landlord takes
     reasonable steps to safeguard Tenant's property.

     6.06 INTERRUPTION OF SERVICES. There shall be no abatement of Rent and
Landlord shall not be liable in any respect whatsoever for the inadequacy,
stoppage, interruption, or discontinuance of any utility or service due to riot,
strike, labor dispute, breakdown, accident, repair, or other cause or due to
cooperation with governmental request or directions. The foregoing
notwithstanding, in the event of any interruption or stoppage of any essential
utility service which Landlord is required to provide, and such interruption or
stoppage is for more than ten (10) consecutive days after written notice by
Tenant to Landlord, is of a nature which prevents Tenant from using the Premises
for the conduct of its business, is not rendered necessary by the negligence or
misconduct of Tenant or any Tenant Parties, and is within Landlord's reasonable
control, then the Rent shall be abated at the rate of one (1) day for each day
of interruption and stoppage after the tenth (10th) consecutive day after notice
by Tenant to Landlord of such interruption or stoppage until such service is
restored.

     6.07 EASEMENTS. Landlord reserves the right, from time to time, to grant
easements and rights, make dedications, agree to restrictions and record maps
affecting the Project as Landlord may deem necessary or desirable, so long as
such easements, rights, dedications, restrictions, and maps do not unreasonably
interfere with the use of the Premises by Tenant; and this Lease shall be
subordinate to such instruments. Tenant shall sign any of the aforementioned
documents upon request of Landlord and failure to do so shall constitute a
material default of this Lease by Tenant without the need for further notice to
Tenant. The obstruction of Tenant's view, air, or light by any structure erected
in the vicinity of the Building, whether by Landlord or third parties, shall in
no way affect this Lease or impose any liability upon Landlord.

                        7. CONDUCT OF BUSINESS BY TENANT

     7.01 PERMITTED USE. The Premises shall be used and occupied for the use
specified in Section 1.04 only. Tenant shall not use or occupy, or permit the
use or occupancy of, the Premises or any part thereof in any illegal manner, or
in any manner that, in Landlord's reasonable judgment, would adversely affect or
interfere with any services required to be furnished by Landlord to Tenant or to
any other tenant or occupant of the Building, or with the proper and economical
rendition of any such service, or with the use and enjoyment of any part of the
Building by any other tenant or occupant. Tenant agrees that it will not exceed
the maximum floor bearing capacity for the Premises.

     7.02 SIGNAGE. Landlord shall provide building standard signage identifying
Tenant by name in the main Building lobby directory and on each floor occupied
by the Tenant under this Lease. Tenant has no right to any signage, monuments,
graphics or advertising on the exterior of the Premises or any other location in
or at the Project. Landlord shall have the absolute and exclusive right to
approve or disapprove the content, design, size and location of any and all
proposed signage and monuments proposed to be erected and/or maintained at the
Premises or Project by Tenant.

     7.03 COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS.

          (a) Tenant shall, at Tenant's expense, comply with all applicable
     statutes, laws, ordinances, rules, regulations and orders (the "LAWS") and
     with all covenants and restrictions of record and requirements of any
     insurance underwriters or rating bureaus now in effect or which may
     hereafter come into effect, whether or not they reflect a change in policy
     from that now existing, during the Term, relating in any manner to the
     Premises and the occupation and use by Tenant of the Premises. Tenant shall
     conduct its business in a lawful manner and shall not use or permit the use
     of the Premises or the Common Areas in


                                      -17-

<PAGE>   18




     any manner that will tend to create waste or a nuisance or shall tend to
     disturb other occupants of the Project. Tenant will obtain and maintain in
     full force and effect any and all licenses and permits necessary for its
     use. Tenant shall not be required to make any structural Alterations in or
     to the Premises in order to comply with the foregoing, unless such
     Alterations shall be necessitated or occasioned, in whole or in part: (i)
     by the use or occupancy or manner of use, occupancy or operation of the
     Premises by Tenant, or (ii) by reason of a breach of any of Tenant's
     covenants, warranties, or agreements hereunder, or (iii) by the acts,
     omissions or negligence of Tenant, or any of its officers, employees,
     contractors, agents, invitees, licensees or subtenants (the "TENANT
     PARTIES"). Any work or installation made or performed by or on behalf of
     Tenant pursuant to the provisions of this Section shall be made in
     conformity with, and subject to the provisions of Sections 8.02, 8.03 and
     8.04.

          (b) Tenant shall not take or permit any action that would cause the
     Premises or Building to become an "establishment". Tenant hereby grants
     Landlord the right to inspect the Premises on not less than twenty-four
     (24) hours notice to Tenant (except in the event of an emergency in which
     case Landlord will use reasonable efforts commensurate with the nature of
     the emergency condition to give Tenant prior notice), throughout the Term
     of this Lease, to determine that Tenant is in compliance with applicable
     laws and Tenant agrees to provide Landlord with all information necessary
     to ascertain that Tenant is in compliance with applicable laws. Tenant
     shall cooperate with Landlord in satisfying any legal requirements imposed
     upon Landlord relating to Tenant's operations and, upon Landlord's written
     request, shall furnish complete information to Landlord with regard to its
     operations. If, as a result of Tenant's breach of its agreements in this
     Section 7, the Premises or the Building becomes an establishment and
     Landlord is unable to file a "Form I" or "Form II" upon a transfer of the
     Premises or the Building, Tenant shall sign either a "Form III" or "Form
     IV" as appropriate, as the certifying party. Landlord shall also have all
     of its rights and remedies at law and in equity with respect to such
     breach. The terms "establishment", "Form I", "Form II", "Form III" and
     "Form IV" and "certifying party" are defined in C.G.S.A. Section 22a-134.

          (c) Landlord shall comply with all Laws in effect from time to time
     during the Term that shall impose any duty on Landlord with respect to the
     Common Areas (but subject to the use of any available exemptions and
     exclusions), and excluding any matters that arise from the acts or
     omissions of Tenant or other tenants of the Building or that are Tenant's
     responsibility pursuant to the provisions of this Section 7 or the
     responsibility of other tenants of the Building.

     7.04 AMERICANS WITH DISABILITIES ACT.

          (a) Landlord covenants and agrees that Landlord's Work and all
     alterations, improvements, and additions to the Premises constructed by
     Landlord pursuant to the terms and provisions of this Lease shall be
     constructed in accordance with the Americans with Disabilities Act (the
     "ACT"), such that Landlord's Work and all such alterations, improvements,
     and additions to the Premises constructed by Landlord will be in compliance
     with the Act. Landlord is responsible for complying with the Act with
     respect to the elevators and lavatories located in the Common Areas of the
     Building.

          (b) Tenant covenants and agrees that all alterations, improvements,
     and additions to the Premises constructed by Tenant, whether prior to or
     after the date Tenant takes possession of the Premises, shall be
     constructed in accordance with the Act. In the event that, subsequent to
     the date Tenant takes possession of the Premises, Tenant (or Landlord on
     Tenant's behalf) performs any alterations, improvements, and additions to
     the Premises, whether by virtue of expansion, extension, or otherwise,
     Tenant agrees to and shall be responsible for all cost and expense incurred
     in connection with any alterations, improvements, and additions necessary
     to ensure compliance with the Act. It is the intent of this Section that
     any additional alterations, improvements, or additions required by the Act
     with regard to the Premises after the date Tenant takes possession of the
     Premises, whether resulting from amendments to the Act or otherwise, shall
     be the sole responsibility of Tenant.

          (c) Tenant covenants and agrees to and does hereby indemnify, defend,
     and hold Landlord harmless from and against all liability (including,
     without limitation, attorneys' fees and court costs) that Landlord may
     actually sustain by reason of Tenant's breach of its obligations under this
     Section.


                                      -18-

<PAGE>   19




     In the event that Tenant fails to comply with its obligations under this
     Section for a period of fifteen (15) days after written notice from
     Landlord to Tenant specifying the action required to be taken (or such
     longer period, but not in excess of forty-five (45) days if Tenant is
     diligently and continuously pursuing such corrective action), Landlord
     shall have the right, but not the obligation, to enter into the Premises
     and perform such action on behalf of Tenant. In such event, Landlord shall
     not be liable for and Tenant hereby waives any and all claims against
     Landlord arising out of any damage or injury to the Premises or any
     property situated therein and Landlord shall have no liability to Tenant
     for any interruption of Tenant's operations conducted in or about the
     Premises. Any and all costs and expenses incurred by Landlord in performing
     such action on behalf of Tenant shall be reimbursed by Tenant to Landlord
     upon demand and the failure to do so shall, at the option of Landlord,
     constitute a default under this Lease.

     7.05 HAZARDOUS MATERIALS.

          (a) "HAZARDOUS MATERIALS" shall mean asbestos, urea formaldehyde,
     petroleum, petroleum products, fuel oil, waste oil, explosives, radioactive
     materials, medical waste, pollutants, ignitable materials, corrosive
     materials, including, without limitation, "hazardous materials", "hazardous
     wastes", "hazardous substances", and "toxic substances", as such terms are
     defined in the "ENVIRONMENTAL LAWS", and any other element, compound,
     mixture, solution or substance which may pose a present or potential hazard
     to human health or the environment or that are contained on any list which
     is adopted by the United States Environmental Agency ("EPA"), the State of
     Connecticut or any political subdivision thereof.

          (b) "ENVIRONMENTAL LAWS" shall mean and include any Federal, State, or
     local statute, law, ordinance, code, rule, regulation, order, or decree (i)
     regulating or relating to protection of human health or the environment
     concerning the "DISPOSAL" (as hereinafter defined) of any Hazardous
     Materials, or (ii) regulating or imposing liability or standards of conduct
     concerning the Disposal of any Hazardous Materials, as now or at any time
     hereafter in effect including, without limitation, Title 22a "Environmental
     Protection" of the Connecticut General Statutes, including, but not limited
     to, Sections 22a-448 through 22a-457 of the Connecticut General Statutes
     (the "SUPERLIEN STATUTE"), the Federal Comprehensive Environmental
     Response, Compensation and Liability Act, as amended, 42 U.S.C.ss.9601 et
     seq., the Superfund Amendments and Reauthorization Act, 42 U.S.C.ss.9601 et
     seq., the Federal Toxic Substances Control Act, 15 U.S.C.ss.2601 et seq.,
     the Federal Resource Conservation and Recovery Act as amended, 42
     U.S.C.ss.6901 et seq., the Federal Hazardous Materials Transportation Act,
     49 U.S.C.ss.1801 et seq., the Federal Clean Air Act, 42 U.S.C.ss.4701 et
     seq., the Federal Water Pollution Control Act, 33 U.S.C.ss.1251 et seq.,
     and all laws, statutes, rules, ordinances, and all rules and regulations of
     the EPA, or any other state or federal department, board, or agency, or any
     other agency or governmental board or entity having jurisdiction over the
     Project, as any of the foregoing have been, or are hereafter created,
     amended, supplemented, reauthorized, superseded and replaced from time to
     time. "DISPOSAL" shall mean any actual or alleged presence, spill, release,
     transportation, migration, generation, treatment, processing, storage use
     or disposal of Hazardous Materials on, in, under, above or emanating from
     any portion of the Project by any person or entity or other source.

          (c) Tenant shall not cause or permit any Hazardous Materials to be
     brought upon, stored, used, generated, released, or disposed of, in, above,
     on or under the Premises or the Project, without the prior written consent
     of Landlord, which consent may be granted or withheld in Landlord's sole
     discretion. Landlord, upon prior written notice, will permit Tenant to
     store and use reasonable quantities of commercial, office-related products
     which may contain Hazardous Materials provided that such products are
     customarily used in the ordinary course of the business operations by
     office tenants, Tenant obtains and maintains any necessary permits therefor
     from the applicable governmental authorities, and Tenant stores, handles,
     uses and disposes of such products in compliance with all applicable
     Environmental Laws and the terms and conditions of this Lease and the Rules
     and Regulations.

          (d) If Tenant breaches any of its obligations set forth in this
     Section 7, or if the presence of Hazardous Materials at the Premises,
     Building or Project which is caused or permitted by Tenant results in
     contamination of the Premises, Building, or any other part of the Project,
     or if contamination of the Premises, Building, or Project by Hazardous
     Materials otherwise occurs for which


                                       19

<PAGE>   20




     Tenant or any Tenant Parties are responsible, then Tenant shall indemnify,
     defend with counsel reasonably acceptable to Landlord, and hold Landlord
     and any mortgagee of the Building fully harmless, from and against any and
     all liability, loss, suits, claims, actions, causes of action, remediation
     orders, proceedings, demands, costs, penalties, damages, fines and
     expenses, including, without limitation, diminution in value of the
     Building or Project, damages for the loss or restriction on use of rentable
     or usable space or floor area in or of any amenity of the Building or
     Project, damages arising from any adverse impact on leasing space in the
     Building or Project, sums paid in settlement of claims, attorneys' fees,
     consultants' fees, laboratory fees and clean-up costs, and the costs and
     expenses of investigating and defending any claims or proceedings,
     resulting from, or attributable to: (i) the presence of any Hazardous
     Materials on the Premises or the Project arising from the action, inaction
     or negligence of Tenant or any Tenant Parties, or arising out the
     generation, storage, treatment, handling, transportation, disposal or
     release by Tenant of any Hazardous Materials at or near the Premises or the
     Project, and (ii) any violation(s) by Tenant of any Environmental Law, and
     (iii) default of any of its agreements under Section 7 of this Lease. This
     indemnification of Landlord by Tenant shall survive expiration or
     termination of this Lease and includes, without limitation, costs incurred
     in connection with any investigation of site conditions or any cleanup,
     remedial, removal, or restoration work required by any federal, state, or
     local governmental agency or political subdivision because of Hazardous
     Materials present in, on, or under the Premises or the Project.

          (e) Without limiting the foregoing or Landlord's rights under Section
     13.03, if the presence of any Hazardous Materials which is caused or
     permitted by Tenant or any Tenant Parties, results in any contamination of
     the Premises, Building, or Project, at Landlord's written direction, Tenant
     shall promptly take all actions, at its sole expense, as are necessary to
     return the Premises, Building, and Project to the condition existing prior
     to the introduction of any such Hazardous Materials; provided that
     Landlord's approval of such actions shall first be obtained. Tenant shall
     promptly notify Landlord of any such contamination.

          (f) Landlord represents that, to its knowledge, on the date hereof,
     the Premises does not contain any friable asbestos nor any
     asbestos-containing materials. If any friable asbestos is found in the
     Premises during the performance by Tenant of its Leasehold Improvements,
     which was not introduced into the Premises by Tenant or Tenant Parties,
     Landlord, at its sole cost and expense, shall remove such asbestos and
     repair any damage caused by such removal.

     7.06 TENANT'S FAILURE TO MAINTAIN. If Landlord gives Tenant written notice
of the necessity of any repairs or replacements required to be made under
Section 8.02 and Tenant fails to commence diligently to cure the same within
twenty (20) days thereafter (except that no notice will be required in case of
any emergency repair or replacement necessary to prevent substantial damage or
deterioration), Landlord, at its option and in addition to any other remedies,
may proceed to make such repairs or replacements and the expenses incurred by
Landlord in connection therewith plus 10% thereof for Landlord's supervision,
shall be due and payable from Tenant in accordance with Section 4.04 hereof, as
Additional Rent; provided, that Landlord's making any such repairs or
replacements shall not be deemed a waiver of Tenant's default in failing to make
the same.

               8. MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS

     8.01 MAINTENANCE AND REPAIR - LANDLORD'S OBLIGATIONS. Landlord will
maintain in good repair, subject to reasonable wear and use: (a) the Common
Areas, (b) the roof, foundation, exterior and load-bearing walls (including
exterior windows and doors), the structural floor slabs and all other structural
elements of the Building, and (c) the plumbing, heating, ventilating, air
conditioning, elevator, electrical and other Building mechanical systems. The
cost of this maintenance and repair shall be included in Operating Expenses and
shall be subject to reimbursement under Section 5 hereof. Maintenance and repair
expenses caused by Tenant's negligence or willful misconduct or breach of this
Lease shall be paid directly to Landlord by Tenant in accordance with Section
4.04 hereof, and shall not constitute an Operating Expense. Landlord shall not
be liable for and there shall be no abatement of any Rent with respect to any
injury to or interference with Tenant's business arising from any repairs,
maintenance, alteration or improvement in or to any portion of the Project,
including the Premises, or in or to the fixtures, appurtenances and equipment
therein, except as provided in Section 6.06.


                                       20

<PAGE>   21






     8.02 MAINTENANCE AND REPAIR - TENANT'S OBLIGATIONS.

          (a) During the Term, Tenant shall take good care of the Premises and
     fixtures therein and maintain them in good order, condition, and repair
     equal to the original work, ordinary and reasonable wear excepted, and
     shall suffer no waste. During the Term, Tenant shall maintain at its own
     expense in good order, condition, and repair to the reasonable satisfaction
     of Landlord any plumbing facilities and electrical fixtures and devices
     (including replacement of all lamps, starters and ballasts) located within
     the Premises. Upon surrender of the Premises to Landlord, Tenant shall
     deliver the Premises to Landlord, broom clean, in as good order, condition,
     and repair, as they were upon delivery of possession to Tenant, ordinary
     and reasonable wear excepted. Without limiting the foregoing, Landlord may
     require that any such maintenance and repairs be performed by Landlord at
     Tenant's expense.

          (b) Tenant shall repair, at its cost, all deteriorations or damages to
     the Project occasioned by its negligent acts or omissions or willful
     misconduct. If Tenant does not make such repairs to the Building within
     twenty (20) days following notice from Landlord, Landlord may, but need
     not, make such repairs, and Tenant shall pay the cost thereof as provided
     in Section 7.06 hereof. All repairs and replacements made by or on behalf
     of Tenant shall be made and performed in accordance with the "CONSTRUCTION
     STANDARDS", as defined in Section 8.03 (b) and the provisions of Section
     8.03(c).

     8.03 ALTERATIONS.

          (a) Subject to the provisions of Section 3.03, Tenant shall not make
     or permit any improvements, installations, alterations or additions
     ("ALTERATIONS") in or to the Premises, the Building or the Project;
     provided, however, Tenant may, with Landlord's advance written consent,
     which consent shall not be unreasonably withheld, make Alterations to the
     Premises that do not involve or affect either structural portions of the
     Premises or the Building or any of the Building's HVAC, mechanical,
     electrical, plumbing or other systems or equipment (the "BUILDING
     SYSTEMS"). If, on or before the date Landlord approves Tenant's Plans for
     Alterations, Landlord notifies Tenant that Landlord is reserving the right
     to require Tenant to remove those Alterations that exceed or are different
     than the customary standard types of Alterations for general, executive and
     administrative business offices, then Landlord, prior to the Expiration
     Date, may require Tenant to remove such specified Alterations and to repair
     in a good and workmanlike manner any damage caused by such removal.

          (b) All Alterations (except the Leasehold Improvements which are
     addressed in Section 3) permitted by Landlord and made by or on behalf of
     Tenant shall be made and performed: (a) at Tenant's cost and expense and at
     such time and in such manner as Landlord may designate, insured by a lien
     and completion bond in an amount reasonably satisfactory to Landlord, (b)
     by contractors or mechanics approved by Landlord (which approval shall not
     be unreasonably withheld), who shall carry liability insurance of a type
     and in such amounts as Landlord shall reasonably require, naming Landlord
     and Tenant as additional insureds, (c) in a good and workmanlike manner,
     (d) so that same shall be at least equal in quality, value, and utility to
     the original work or installation, (e) in accordance with the Rules and
     Regulations for the Building adopted by Landlord from time to time and in
     accordance with all applicable laws and regulations of governmental
     authorities having jurisdiction over the Project, and (f) pursuant to
     plans, drawings and specifications (the "TENANT'S PLANS") which have been
     reviewed and approved by Landlord prior to the commencement of the
     Alterations and approved by, and filed with, all applicable governmental
     authorities, and subject to all other terms and conditions of this Lease,
     including, but not limited to, Section 7.04 (collectively the "CONSTRUCTION
     STANDARDS"). Tenant may make Alterations which are merely decorative or
     cosmetic, including painting, carpeting and wall covering, upon prior
     notice to Landlord (but without Landlord's prior consent).

          (c) Before commencing any such work, Tenant shall obtain all required
     building permits and governmental approvals and provide copies thereof to
     Landlord together with certificates of insurance evidencing all required
     insurance coverages. Tenant shall comply with all of the conditions of any
     such permits and approvals and shall submit to Landlord a final certificate
     of occupancy upon completion of any Alterations, together with final
     as-built plans and specifications. Tenant shall pay, when


                                       21

<PAGE>   22




     due, all claims for labor and materials furnished to, or for, Tenant for
     use in the Premises. Tenant shall have no right to enter upon, or alter in
     any way, the roof of the Building without the prior written consent of
     Landlord.

          (d) All Alterations made by Tenant shall become upon installation the
     property of Landlord and remain upon and be surrendered with the Premises
     at the expiration of the Lease term, unless Landlord requires their removal
     pursuant to Section 8.06. Any trade fixtures installed and paid for by
     Tenant may be removed by Tenant during the term of this Lease and shall
     upon demand by Landlord be removed upon expiration of the Term. Tenant
     shall in all events promptly repair any damage caused by removal of trade
     fixtures. Following the completion of the Leasehold Improvements, Tenant
     shall have the right to depreciate that portion of the cost of the
     Leasehold Improvements paid by Tenant in excess of the Construction
     Allowance paid by Landlord. At Landlord's request, Tenant shall provide
     Landlord with its depreciation schedule and related information at least
     thirty (30) days prior to Tenant filing the same with any taxing
     authorities.

          (e) Tenant, at its sole cost and expense and in compliance with the
     terms of this Lease, may install Tenant's Special Equipment, as described
     in Exhibit E hereto, subject to Landlord's review and approval of the plans
     and specifications and proposed locations therefor and any electrical lines
     or wiring needed to operate such equipment. Landlord agrees that its
     approval shall not be unreasonably withheld. All work associated with such
     installations shall be performed by Tenant. Tenant shall: (i) pay Landlord
     any fees and costs incurred by Landlord relating to Tenant's installation
     of such equipment as Additional Rent pursuant to Section 4.04 hereof; (ii)
     maintain, service and repair all such equipment, wiring and appurtenances
     pursuant to the terms of this Lease; and (iii) obtain all required permits
     and approvals and keep such equipment and the areas in which the same are
     located in compliance with all applicable laws, at its cost and expense.

     8.04 NO LIENS.

          (a) Tenant shall keep the Premises, Building and Project free from any
     liens or encumbrances arising out of any work performed, material furnished
     or obligations incurred by or for Tenant or any person or entity claiming
     through or under Tenant. Prior to Tenant performing any construction or
     other work on or about the Premises for which a lien could be filed against
     the Premises or the Building or the Project, Tenant shall obtain
     satisfactory lien waiver agreements with each contractor who is to perform
     such work or furnish any material. Any claim to, or lien upon, the Premises
     or the Building or the Project arising from any act or omission of Tenant
     shall accrue only against the leasehold estate of Tenant and shall be
     subject and subordinate to the paramount title and rights of Landlord in
     and to the Premises, Building and the Project.

          (b) If any mechanics' or other lien shall be filed against the
     Premises, the Building or the Project purporting to be for labor or
     material furnished or to be furnished at the request of the Tenant, then
     Tenant shall at its expense cause such lien to be discharged of record by
     payment, bond or otherwise, within thirty (30) days after the filing
     thereof. If Tenant shall fail to cause such lien to be discharged of record
     within such thirty (30) day period, in addition to any other remedy
     available to it for such a default, Landlord may cause such lien to be
     discharged by payment, bond or otherwise, without investigation as to the
     validity thereof or as to any offsets or defenses thereto, and Tenant
     shall, upon demand, reimburse Landlord for all amounts paid and costs
     incurred including attorneys' fees, in having such lien discharged of
     record.

     8.05 TENANT'S PROPERTY. Any trade fixtures, furnishings, equipment and
personal property placed in the Premises that are removable without damage to
the Building or the Premises, whether the property of Tenant or leased by
Tenant, are herein sometimes called "TENANT'S PROPERTY". Any of Tenant's
Property remaining at the Premises at the expiration of the Term shall be
removed by Tenant at Tenant's cost and expense, and Tenant shall, at its cost
and expense, repair any damage to the Premises or the Building caused by such
removal. Any of Tenant's Property not removed from the Premises prior to the
Expiration Date shall, at Landlord's option, become the property of Landlord or
Landlord may remove such Tenant's Property, and Tenant shall pay to Landlord,
Landlord's cost of removal and of any


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<PAGE>   23




repairs in connection therewith in accordance with Section 4.04 hereof.

     8.06 OWNERSHIP AND REMOVAL. All appurtenances, additions, fixtures (other
than trade fixtures) and improvements attached to or installed in or upon the
Premises, whether placed there by Tenant or by Landlord, shall be Landlord's
property and shall remain upon the Premises at the termination of this Lease by
lapse of time or otherwise without compensation or allowance or credit to
Tenant. Landlord may require, in its discretion, the removal by Tenant of any
property which has been attached to or installed in the Premises (excluding the
Leasehold Improvements), which items must be so removed by Tenant. On or before
the Expiration Date, or the sooner date of termination of this Lease, Tenant
shall pay to Landlord the cost of repairs of any damage to the Premises or
Building and losses caused by the removal of such property.

     8.07 SURRENDER. Upon the expiration or sooner termination of the Term,
Tenant will quietly and peacefully surrender to Landlord the Premises in as good
condition as when Tenant took possession, ordinary wear and tear excepted, and
otherwise as is required in Section 8. In addition, at such time Tenant shall
remove all Hazardous Materials stored, or disposed of, or generated by Tenant in
its use or operation of the Premises and all equipment and materials
contaminated or affected by such Hazardous Materials in conformity with the
Environmental Laws. Tenant shall surrender the Premises to Landlord at the end
of the Term hereof, without notice of any kind, and Tenant waives all right to
any such notice as may be provided under any laws now or hereafter in effect in
Connecticut.

     8.08 HOLDOVER TENANCY. Tenant acknowledges that if it fails to deliver
possession of the Premises to Landlord upon the expiration or sooner termination
of this Lease, Landlord shall incur substantial economic loss. In the event that
Tenant shall hold the Premises, or any part thereof, after the expiration of the
Term without the prior written consent of the Landlord, such holding shall
constitute and be construed as a tenancy at will only at a daily rental equal to
150% of the greater of (a) the daily Annual Base Rent payable during the last
month of the Term, or (b) the daily rate for the then fair market rental rate of
the Premises, plus 100% of the daily rate of Additional Rent and other sums due
under this Lease during the last month of the Lease Term. In addition to such
increased rental payment and any other liabilities to Landlord accruing
therefrom, Tenant shall indemnify and hold Landlord harmless from loss or
liability resulting from such failure, including, without limiting the
generality of the foregoing, both direct and consequential liabilities and
damages of Landlord arising from claims made by any succeeding tenant arising
due to such failure if Tenant holds the Premises, or any part thereof, after the
expiration of the Term without the prior written consent of Landlord or holds
the Premises, or any part thereof, after the expiration of the Term with
Landlord's consent, and fails to deliver possession of the Premises in full to
Landlord within thirty (30) days following Landlord's written notice to Tenant
that Landlord requires the Premises (or any portion thereof) for a prospective
tenant. Nothing contained herein shall be construed as Landlord's consent for
Tenant's holdover.

                                  9. INSURANCE

     9.01 TENANT'S INSURANCE. Tenant shall, at Tenant's own expense, obtain and
keep in force with companies acceptable to Landlord during the Term: (a) a
policy of Comprehensive General Liability Insurance with Broad Form General
Liability Endorsement, or equivalent, insuring against liability for bodily
injury and property damage, including contractual liability, in the amount of
not less than $5,000,000 maximum combined single limit against liability arising
out of the use, occupancy or maintenance of the Premises; (b) "all risk"
property insurance, including standard fire and extended coverage insurance,
with vandalism and malicious mischief, sprinkler leakage and earthquake
endorsements in amounts necessary to provide the full replacement cost, as the
same may exist from time to time, for Tenant's Property, trade fixtures,
machinery, equipment, furniture, furnishings and any Alterations in which Tenant
has an insurable property interest, including, without limitation, vandalism and
malicious mischief and sprinkler leakage coverage, and "all risk" Builder's Risk
insurance, completed value, non-reporting form at any time that Tenant has
commenced construction of any leasehold improvements or any Alterations, and at
any time any other construction activities are underway at the Premises; (c)
Workers' Compensation Insurance in statutory limits as required by applicable
state and federal law with limits of not less than $1,000,000 for bodily injury
by accident and $1,000,000 for bodily


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<PAGE>   24




injury by disease; and (d) any other insurance reasonably required by Landlord
or Landlord's Mortgagee. Such limits shall be for any greater amounts as may be
reasonably determined by Landlord.

     9.02 DELIVERY OF POLICIES.

          (a) The insurance described in Section 9.01 shall be provided by
     companies and in form, substance and amounts (where not above stated)
     satisfactory to Landlord and to Landlord's Mortgagee by companies rated
     A-/VII or better by Best's Key Rating Guide who are admitted carriers in
     the State of Connecticut. No such policy shall be cancelable or subject to
     reduction of coverage or other modification except after thirty (30) days
     prior written notice to Landlord. Such insurance shall specifically include
     the liability assumed under this Lease by Tenant (provided that the amount
     of such insurance shall not be construed to limit the liability of Tenant
     hereunder), and shall provide that it is primary insurance, and not excess
     over or contributory with any other valid, existing and applicable
     insurance in force for or on behalf of Landlord. With respect to Tenant's
     Comprehensive General Liability Insurance, Landlord shall be named as an
     additional insured (together with its asset manager, property manager and
     Landlord's Mortgagees of which Tenant shall be notified) with respect to
     its liability relative to this Lease and the Building.

          (b) Tenant shall deliver to Landlord certificates evidencing the
     existence and amounts of the insurance policies required under Section 9 on
     or before the Commencement Date. The certificates must include a copy of
     the endorsement naming the additional insureds required under this Section
     9.02. Tenant shall, at least thirty (30) days prior to the expiration of
     each policy, furnish Landlord with a copy of the certificate evidencing the
     renewal thereof. In the event Tenant shall fail to procure such insurance,
     or to deliver such certificates, Landlord may, at its option, procure same
     for the account of Tenant, and the cost thereof shall be paid to Landlord
     as Additional Rent within ten (10) days after delivery to Tenant of bills
     therefor. Tenant's compliance with the provisions of this Section 9 shall
     in no way limit Tenant's liability under any of the other provisions of
     this Lease.

     9.03 INCREASED INSURANCE RISK. Tenant shall not do or permit anything to be
done, or keep or permit anything to be kept in the Premises, which would: (a) be
in violation of any governmental law, regulation or requirement, (b) invalidate
or be in conflict with the provision of any fire or other insurance policies
covering the Building or any property located therein, (c) result in a refusal
by fire insurance companies of good standing to insure the Building or any such
property in amounts required by Landlord's Mortgagee (as hereinafter defined) or
reasonably satisfactory to Landlord, (d) subject Landlord to any liability or
responsibility for injury to any person or property by reason of any business
operation being conducted in the Premises, or (e) cause any increase in the fire
insurance rates applicable to the Project or property located therein at the
beginning of the Term or at any time thereafter. Tenant, at Tenant's expense,
shall comply with all rules, orders, regulations or requirements of the American
Insurance Association (formerly the National Board of Fire Underwriters) and
with any similar body that shall hereafter perform the function of such
Association.

     In the event that any use of the Premises by Tenant (in violation of
Tenant's agreements under this Lease) increases such cost of insurance, Landlord
shall give Tenant written notice of such increase and Tenant shall pay such
increased cost to Landlord in accordance with Section 4.04(b) hereof. Acceptance
of such payment shall not be construed as a consent by Landlord to Tenant's such
use, or limit Landlord's further remedies under this Lease.

     9.04 LANDLORD'S INSURANCE. Landlord shall obtain and keep in force during
the Term the following insurance coverage (together with such other coverages as
Landlord may reasonably elect to carry with companies rated A-/VII or better by
Best's Key Rating Guide:

          (a) Commercial General Liability Insurance with a Broad Form
     Comprehensive General Liability endorsement, plus coverage against such
     other risks as Landlord deems advisable from time to time, in such amounts
     as Landlord deems advisable from time to time insuring Landlord against
     liability arising out of the ownership, use, occupancy or maintenance of
     the Project;


                                       24

<PAGE>   25





          (b) a policy or policies of insurance covering loss or damage to the
     Project improvements, excluding Tenant's Property and Tenant's Alterations,
     fixtures, merchandise, trade fixtures, furnishings, equipment and personal
     property, in such amounts as Landlord deems appropriate from time to time
     providing protection against all perils included within the classification
     of fire, extended coverage and such other perils as Landlord deems
     advisable from time to time or may be required by Landlord's Mortgagee.
     Such insurance may include earthquake, flood, and boiler and machinery
     insurance. In addition, Landlord may obtain and keep in force, during the
     Term, rental value insurance, with loss payable to Landlord, which
     insurance may also cover Operating Expenses.

     Tenant will not be named in any such policies carried by Landlord and shall
have no right to any proceeds therefrom. The policies required by Section 9.04
shall contain such deductibles as Landlord or the Landlord's Mortgagee may
determine. In the event that the Premises shall suffer an insured loss, the
deductible amounts under the applicable insurance policies shall be deemed an
Operating Expense.

     9.05 WAIVER OF CLAIMS.

          (a) Landlord and Tenant each hereby release and relieve the other (and
     Landlord's asset manager and property manager) and waive their entire right
     of recovery against the other (and Landlord's asset manager and property
     manager) for direct or consequential loss or damage occurring to the
     Premises, Building or the Project, or any of Landlord's or Tenant's
     Property contained therein regardless of the cause of such loss or damage
     to the extent that the loss or damage is covered by the injured party's
     property insurance or the property insurance the injured party is required
     to carry under this Lease, whichever is greater (without regard to any
     deductible provision in any policy). This waiver does not apply to claims
     caused by a party's willful misconduct. This waiver also applies to each
     party's directors, officers, managers, members, employees, shareholders,
     and agents.

          (b) Each party will assure that its insurance permits waiver of
     liability and contains a waiver of subrogation. Each party shall secure an
     appropriate clause in, or an endorsement to, each insurance policy obtained
     by or required to be obtained by Landlord or Tenant, as the case may be,
     under this Lease, pursuant to which the insurance company: (i) waives any
     right of subrogation against Landlord or Tenant as the same may be
     applicable, or (ii) permits Landlord or Tenant, prior to any loss to agree
     to waive any claim it might have against the other without invalidating the
     coverage under the insurance policy. If, at any time, the insurance carrier
     of either party refuses to write (and no other insurance carrier licensed
     in Connecticut will write) insurance policies which consent to or permit
     such release of liability, then such party shall notify the other party and
     upon the giving of such notice, this Section shall be void and of no
     effect.

     9.06 LIMITATION ON LANDLORD'S LIABILITY. Tenant hereby agrees that Landlord
shall not be liable to Tenant for any loss or damage to Tenant, or its business
(including any loss of income therefrom) or for loss of or damage to the goods,
merchandise or other property of Tenant or any Tenant Parties, or any other
person in or about the Premises or Project nor shall Landlord be liable for
injury to the person of Tenant or any Tenant Parties, whether such damage or
injury is caused by or results from theft, fire, steam, electricity, gas, water,
or rain, or from the breakage, leakage, obstruction, or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures,
or from any other cause, whether said damage or injury results from conditions
arising upon the Premises or upon other portions of the Project, or from other
source or place, or from new construction or the repair, alteration, or
improvement of any part of the Project, or of the equipment, fixtures, or
appurtenances applicable thereto, and regardless of whether the cause of such
damage or injury or the means of repairing the same is inaccessible. Landlord
shall not be liable for any damages arising from any act or neglect of any other
tenant, occupant, or user of the Project, nor from the failure of Landlord to
enforce the provisions of any other lease of any other tenant of the Project.

     9.07 INDEMNITIES. Subject to Section 9.05, Tenant agrees to protect,
indemnify, defend and save harmless Landlord (and its mortgagees), from and
against any and all loss, cost, liability, damage and expense including, without
limitation, claims, demands, penalties, causes of action, costs and expenses and


                                       25

<PAGE>   26




attorneys' fees imposed upon and incurred by or asserted against Landlord from
any cause arising from, or related to, the following: (a) Tenant's default in
its observance or performance of any of the terms, covenants or conditions of
this Lease, (b) the use, condition of the Premises, or occupancy or manner of
use or occupancy of the Premises by Tenant or of any Tenant Parties, (c) any
acts, omissions or negligence of Tenant or any Tenant Parties, in, on or about
the Premises or the Project, either prior to, during, or after the expiration
of, the Term including, without limitation, any acts, omissions or negligence in
the making or performing of any Alterations in or to the Premises, or (d) for
personal injury, including without limitation, bodily injury, death or property
damage, occasioned by any use, occupancy, condition, occurrence, omission or
negligence referred to in the preceding clauses. In case any action, suit or
proceeding is brought against Landlord by reason of any such occurrence, Tenant
will, at Tenant's expense, resist and defend such action, suit or proceeding or
cause the same to be resisted or defended by counsel reasonably approved by
Landlord.

     Subject to Section 9.05, Landlord agrees to protect, indemnify and save
harmless Tenant from and against any and all loss, cost, liability, damage and
expense including, without limitation, claims, demands, penalties, causes of
action, costs and expenses and attorneys' fees imposed upon and incurred by or
asserted against Tenant that result from the conduct of Landlord or its
employees, agents or contractors (the "LANDLORD PARTIES") at the Common Areas,
including, without limitation, those relating to the following: (a) for personal
injury, death or property damage arising from the negligence or willful
misconduct of Landlord or any Landlord Parties, or (b) Landlord's default in its
observance or performance of any of the terms, covenants or conditions of this
Lease. In case any action, suit or proceeding is brought against Tenant by
reason of any such occurrence, Landlord will, at Landlord's expense, resist and
defend such action, suit or proceeding or cause the same to be resisted or
defended by counsel reasonably approved by Tenant.

                                  10. CASUALTY

     10.01 DAMAGE OR DESTRUCTION. Tenant shall give prompt notice to Landlord of
any damage by fire or other casualty (a "CASUALTY") to the Premises or any
portion thereof. In the event that the Premises, or any part thereof, or access
thereto, shall be so damaged or destroyed by a Casualty that the Tenant shall
not have reasonably convenient access to the Premises or any portion of the
Premises shall thereby be otherwise rendered unfit for use and occupancy by the
Tenant for the purposes set forth in Section 7.01, and if in the judgment of
Landlord's architect or engineer, the damage or destruction may be repaired
within two hundred ten (210) days after the elapse of the Notice Period, then
the Landlord shall so notify the Tenant within sixty (60) days after the
occurrence of the damage or destruction (the "NOTICE PERIOD") and shall repair
such damage or destruction (except damage or destruction to Tenant's Property or
Tenant's Alterations) with reasonable diligence. In the event that the Landlord
shall not complete such repairs within two hundred ten (210) days after the
elapse of the Notice Period, then the Tenant shall have the right to terminate
the term of this lease by giving written notice of such termination to the
Landlord within twenty (20) days after the end of such two hundred ten (210) day
period; provided, however, that in the event that the completion of repairs
shall be delayed by causes beyond the Landlord's control, including those events
described in Section 16.13 hereof, the time for completion shall be extended by
the period of such delay (not to exceed an additional ninety (90) days). If in
the judgment of Landlord' architect or engineer, the Premises, or means of
access thereto, cannot be repaired within two hundred ten (210) days after the
elapse of the Notice Period or the Landlord does not deliver the Tenant notice
of its decision to repair such damage within sixty (60) days after the
occurrence of the Casualty, then either party shall have the right to terminate
the Term by giving written notice of such termination to the other party within
the period of sixty (60) to seventy-five (75) days after the occurrence of the
Casualty. If neither party gives such notice of intention to terminate this
Lease, then the Landlord shall repair the damage or destruction with reasonable
diligence and Tenant shall be deemed to have waived its termination rights with
respect to the Casualty.

     10.02 ABATEMENT OF RENT. Rent shall not be abated or suspended if,
following any Casualty, Tenant shall continue to have reasonably convenient
access to the Premises and the Premises are not rendered unfit for use and
occupancy. If Tenant shall not have reasonably convenient access to the Premises
or any portion of the Premises shall be otherwise rendered unfit for use and
occupancy by the


                                       26

<PAGE>   27




Tenant for the purposes set forth in Section 7.01 by reason of such Casualty,
then Rent shall be equitably suspended or abated relative to the portion of the
Premises that cannot be used by Tenant for any of its business operations,
effective as of the date of the Casualty until Landlord has (a) substantially
completed the repair of the Premises and the means of access thereto, and (b)
has delivered at least ten (10) business days' notice thereof to Tenant.

     10.03 EVENTS OF TERMINATION. In addition to the foregoing termination
rights provided in Section 10.01 hereof, in the event of a Casualty, the
following termination rights shall apply:

          (a) If more than 25% of the gross rentable area of the Premises shall
     be wholly or substantially damaged or destroyed by Casualty at any time
     during the last six (6) months of the Term, either Landlord or Tenant may
     terminate this Lease by delivery of written notice of such termination to
     the other party within thirty (30) days after the occurrence of such
     damage.

          (b) Notwithstanding the provisions of this Section 10, if, prior to or
     during the Term the Building shall be so damaged by Casualty that, in
     Landlord's reasonable estimate, the cost to repair the damage will be more
     than 25% of the replacement value of the Building immediately prior to the
     occurrence of the Casualty (whether or not the Premises shall have been
     damaged or rendered untenantable), then, in any of such events, Landlord,
     at Landlord's option, and with the written consent of Landlord's Mortgagee,
     may give to Tenant, within ninety (90) days after such Casualty, a thirty
     (30) days' notice of the termination of this Lease and, in the event such
     notice is given, this Lease and the Term shall terminate upon the
     expiration of such thirty (30) days with the same effect as if such date
     were the Expiration Date; and the Rent shall be apportioned as of such date
     and any prepaid portion of Rent for any period after such date shall be
     refunded by Landlord to Tenant within thirty (30) days following the
     Expiration Date.

     10.04 INSURANCE PROCEEDS UPON TERMINATION. If this Lease is terminated
pursuant to any right granted or reserved to Landlord under this Section, all
insurance proceeds payable with respect to the damage giving rise to such right
of termination shall be paid to Landlord, and Tenant shall have no claim
therefor. No damages, compensation or claim shall be payable by the Landlord to
Tenant, or any other person, by reason of inconvenience, loss of business or
annoyance arising from any damage or destruction, or any repair thereof, as is
referred to in this Section 10.

     10.05 SCOPE OF LANDLORD'S REPAIRS. In the event Landlord elects or shall be
obligated to repair or restore any damage or destruction as aforesaid, the scope
of work shall be limited to the original basic building and interior work that
constitute the Leasehold Improvements, and Landlord shall have no obligation to
restore or replace Tenant's Property or Tenant's Alterations.

                                11. CONDEMNATION

     11.01 ENTIRE CONDEMNATION. If the whole of the Premises or Building shall
be taken by condemnation or right of eminent domain or sold under the threat of
the exercise of said right (all of which are herein called "CONDEMNATION"), this
Lease and the term and estate hereby granted shall automatically terminate as of
the date of the vesting of title in the condemning authority.

     11.02 PARTIAL CONDEMNATION.

          (a) In the event that only a part of the Premises shall be taken by
     Condemnation and Tenant shall have reasonable, convenient access to and
     from the Premises, the Term shall expire as to that portion of the Premises
     condemned effective as of the date of the vesting of title in the
     condemning authority, and this Lease shall continue in full force and
     effect as to the part of the Premises not so taken.

          (b) In the event that a part of the Project shall be subject to
     Condemnation (whether or not the Premises are affected), Landlord may, at
     its option, terminate this Lease as of the date of such vesting of title,
     by notifying Tenant in writing of such termination within ninety (90) days
     following the date on which Landlord shall have received notice of the
     vesting of title in the condemning authority if in


                                       27

<PAGE>   28




     Landlord's reasonable opinion: (i) a substantial alteration or
     reconstruction of the Premises, Building or Project shall be necessary or
     appropriate, or (ii) the portion of the Premises, Building or Project so
     condemned has the effect of rendering the remainder uneconomic to maintain.

          (c) If Landlord does not elect to terminate this Lease, as aforesaid,
     this Lease shall be unaffected by such Condemnation, except as provided in
     Section 11.03. In the event that only a part of the Premises shall be so
     taken and this Lease shall not be terminated as hereinbefore provided,
     Landlord shall, upon receipt of the award in Condemnation, make all
     necessary repairs to the structural portions of the Premises so as to
     constitute the remaining Premises a complete architectural unit to the
     extent practicable, but Landlord shall not be required to spend for such
     work an amount in excess of the amount received by Landlord as damages for
     the part of the Premises so taken. "Amount received by Landlord" shall mean
     that part of the award in condemnation which is free and clear to Landlord
     of any collection by mortgagees and after payment of all costs involved in
     collection, including but not limited to attorney's fees. Tenant, at is own
     cost and expense shall, restore all exterior signs, trade fixtures,
     equipment, furniture, furnishings and other installations of personalty of
     Tenant which are not taken to as near its former condition as the
     circumstances will permit. In the event of a partial taking, all provisions
     of this Lease shall remain in full force and effect. Landlord's obligations
     in this Section 11.02 to repair the Premises are subject to Mortgagee
     making the condemnation award proceeds available to Landlord to accomplish
     the repairs described herein.

     11.03 PRORATION. In the event of a partial Condemnation or other
Condemnation that does not result in a termination of this Lease as to the
entire Premises, then the Rent and Tenant's Proportionate Share shall be reduced
in the proportion that the floor area of the Premises taken bears to the total
floor area of the Premises.

     11.04 TEMPORARY TAKING. If there is a taking of the Premises for temporary
use arising out of a temporary emergency or other temporary situation, this
Lease shall continue in full force and effect, and Tenant shall continue to
comply with Tenant's obligations under this Lease, except to the extent
compliance shall be rendered impossible or impracticable by reason of the
taking, and Tenant shall be entitled to the award for its interest.

     11.05 CONDEMNATION AWARDS. Except as provided in Section 11.04, Landlord
shall be entitled to the entire award in any Condemnation proceeding or other
proceeding for taking for public or quasi-public use, including, without
limitation, any award made for the value of the leasehold estate created by this
Lease. No award for any partial or entire taking shall be apportioned, and
Tenant hereby assigns to Landlord any award that may be made in such
Condemnation or other taking, together with any and all rights of Tenant now or
hereafter arising in or to same or any part thereof. Tenant's assignment to
Landlord does not include any award made to Tenant specifically for its
relocation expenses or the taking of Tenant's Property provided that such award
does not diminish or reduce the amount of the award payable to Landlord.

                          12. ASSIGNMENT AND SUBLETTING

     12.01 LANDLORD'S CONSENT REQUIRED. Except as may be expressly provided in
this Section 12, Tenant shall not sell, assign, mortgage, pledge, hypothecate,
encumber or otherwise transfer this Lease or any interest therein (each of which
actions is hereafter referred to as a "TRANSFER"), and shall not sublet the
Premises or any part thereof, without the prior written consent of Landlord in
each instance, which consent shall not be unreasonably withheld, and any attempt
to do so without such consent shall be voidable at Landlord's election.

     12.02 RESTRICTION ON TRANSFER. Landlord and Tenant hereby acknowledge that
Landlord's disapproval of any proposed Transfer or sublease pursuant to this
Lease shall be deemed reasonably withheld if based upon any reasonable factor,
including, without limitation, any or all of the following factors: (a) the use
of the Premises by the proposed assignee, sublessee or other transferee (the
"TRANSFEREE") (i) is not permitted by the use provisions in Section 7.01 hereof,
or (ii) violates any exclusive use granted by Landlord to another tenant in the
Building; (b) the Transfer or sublease would


                                      -28-

<PAGE>   29




likely result in an increase in the use of the parking areas or other Common
Areas by the employees or visitors of the proposed Transferee, and/or
significantly increase the demand upon utilities and services to be provided by
Landlord to the Premises; (c) the Transferee does not have the financial
capability to fulfill the obligations imposed by the Transfer or sublease, or
with respect to an assignment, the Transferee has a net worth less than Tenant's
net worth on the date hereof or a net worth of less than Tenant's net worth on
the date of the proposed Transfer (if Tenant's net worth is greater on such date
than on the date hereof); (d) the proposed Transferee is an existing tenant of
the Project or is negotiating with Landlord (or has negotiated with Landlord in
the preceding six (6) months) for space in the Project, provided that Landlord
then has comparable leasable space available; (e) the Transferee is a real
estate developer or landlord or is acting directly or indirectly on behalf of a
real estate developer or landlord; or (f) the Transferee is not in Landlord's
reasonable opinion of reputable or good character.

     12.03 LANDLORD'S OPTIONS. If at any time or from time to time during the
Term Tenant desires to effect a Transfer (which Transfer shall in no event be
for less than its entire interest in this Lease) or to sublet the Premises or
any portion thereof, Tenant shall deliver to Landlord written notice ("TRANSFER
NOTICE") at least sixty (60) days prior to the proposed effective date of the
Transfer setting forth: (a) the identity of the Transferee, (b) the nature of
the Transferee's business to be carried on in the Premises, and (c) the terms
and provisions of the proposed Transfer. Tenant shall also deliver to Landlord
with the Transfer Notice, a current financial statement and financial statements
for the preceding two (2) years of the Transferee which have been certified or
audited by a reputable independent accounting firm acceptable to Landlord, and
such other information concerning the business background and financial
condition of the proposed Transferee as Landlord may reasonably request together
with the proposed form of assignment or sublease. Landlord shall have the
option, exercisable by written notice delivered to Tenant within thirty (30)
days after Landlord's receipt of the Transfer Notice, such financial statements
and other information as may be requested by Landlord, either to:

          (i) approve or disapprove such Transfer or sublease; or

          (ii) in the case of any proposed subletting (for substantially the
     balance of the Term), terminate this Lease as to that portion of the
     Premises proposed to be subleased, and, in the case of any proposed
     assignment or encumbrance, terminate this Lease with respect to the entire
     Premises, which termination shall be effective on the date specified in
     Landlord's notice of termination.

     If this Lease is terminated by Landlord pursuant to the foregoing with
respect to only a portion of the Premises, the Rent required under this Lease,
and including Tenant's Proportionate Share, shall be adjusted proportionately
based on the square footage retained by Tenant and the square footage leased by
Tenant hereunder immediately prior to such recapture and cancellation, and
Landlord and Tenant shall thereupon execute an amendment of this Lease in
accordance therewith.

     12.04 ADDITIONAL CONDITIONS. If Landlord does not exercise its sublease or
termination option and instead approves of the proposed Transfer or sublease
pursuant to Section 12.03, Tenant may enter into the proposed Transfer or
sublease with such proposed Transferee subject to the following further
conditions:

          (a) the Transfer or sublease shall be on the same terms set forth in
     the Transfer Notice and on the form of assignment or sublease previously
     delivered to and approved by Landlord (if the terms have changed, Tenant
     must submit a revised Transfer Notice to Landlord and Landlord shall have
     another thirty (30) days after receipt thereof to make the election in
     Sections 12.03(a) or 12.03(b) above;

          (b) no Transfer or sublease shall be valid and no Transferee shall
     take possession of the Premises until an executed counterpart of the
     assignment, sublease or other instrument affecting the Transfer or sublease
     has been delivered to Landlord pursuant to which the Transferee shall
     expressly assume all of Tenant's obligations under this Lease (or with
     respect to a sublease of a portion of the Premises or for a portion of the
     Term, all of Tenant's obligations applicable to


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<PAGE>   30




     such portion); Tenant shall remain fully liable under this Lease and Tenant
     shall provide Landlord with a written ratification agreement from each
     guarantor of this Lease in form and substance satisfactory to Landlord.

          (c) all Transfer and sublease agreements shall: (i) prohibit further
     Transfers and subleases without Landlord's consent under this Section 12;
     (ii) impose the same obligations and conditions on the transferee or
     subtenant as are imposed on Tenant by this Lease (except as to Rent and
     term or otherwise agreed by Landlord); (iii) be expressly subject and
     subordinate to each and every provision of this Lease; (iv) have a term
     that expires on or before the expiration of the Term of this Lease; (v)
     provide that the Tenant and/or Transferee shall pay Landlord the amount of
     any additional costs or expenses incurred by Landlord for repairs,
     maintenance, or otherwise as a result of any change in the nature of
     occupancy caused by the transfer or sublease; and (vi) contain Tenant's
     acknowledgment that Tenant remains liable under this Lease notwithstanding
     the Transfer or sublease.

     12.05 TRANSFER PROFIT. Fifty percent (50%) of any rents and other economic
consideration paid to Tenant directly or indirectly in connection with any
Transfer or sublease which exceed, in the aggregate, (i) the rents payable by
Tenant (as scheduled in the Lease) to Landlord for the balance of the Term
(prorated to reflect obligations allocable to any portion of the Premises
subleased) plus (ii) any reasonable tenant fit-up costs, advertising expenses,
"market" rent concessions, brokerage commissions and attorneys' fees actually
paid by Tenant in connection with such Transfer (specifically excluding moving
or relocation costs paid to the Transferee), shall be paid to Landlord as
Additional Rent on a monthly basis within ten (10) days after receipt thereof by
Tenant, without affecting or reducing any of Tenant's other Lease obligations.
In calculating the monthly amount payable by Tenant to Landlord under this
Section, the profit shall be apportioned and payable on a monthly basis; and
Tenant's expenses (as described in clause (ii) above) shall be amortized over
the remaining Term, and Tenant shall only be allowed that portion of such
expenses that represents the proportionate amount allowable to such month. Each
payment shall be sent with a detailed statement certifying the accuracy and
completeness of the information provided by Tenant. Landlord shall have the
right to audit Tenant's books and records to verify the accuracy of Tenant's
statement.

     12.06 PERMITTED CONTROLLED TRANSFERS. Notwithstanding any provisions of
this Section 12 above to the contrary, Tenant may assign this Lease or sublet
the Premises or any portion thereof, without Landlord's consent (except as to
the form of assignment or sublease) and without extending any sublease or
termination option to Landlord, to any corporation, limited liability company
which controls, is controlled by or is under common control with Tenant, or to
any corporation or other legal entity resulting from a merger or consolidation
with Tenant, or to any person or entity which acquires all of the assets of
Tenant's business as a going concern, provided that: (a) at least thirty (30)
days prior to such assignment or sublease, Tenant delivers to Landlord the
financial statements and other financial background information of the assignee
or sublessee described in Section 12.03 above and the proposed form of
assignment or sublease; (b) if an assignment, the assignee assumes, in full, the
obligations of Tenant under this Lease (or if a sublease, the sublessee of a
portion of the Premises or Term assumes, in full, the obligations of Tenant with
respect to such portion); (c) the financial net worth of the assignee equals or
exceeds that of Tenant as of the date of execution of this Lease; (d) Tenant
remains fully liable under this Lease and will continue to have a net worth not
less than Tenant's net worth on the date hereof; (e) Tenant provides Landlord
with a written ratification agreement from each guarantor of this Lease in form
and substance satisfactory to Landlord; (f) the use of the Premises permitted
under Section 7.01 of this Lease remains unchanged; and (g) such transaction is
not entered into as a subterfuge to avoid the restrictions and provisions of
this Section 12. Landlord acknowledges that Tenant is a publicly traded company
and that the sale of the capital stock in Tenant shall not be deemed an
assignment of this Lease.

     12.07 NO RELEASE OF TENANT. No consent by Landlord to any Transfer or
sublease shall release Tenant of Tenant's obligations under this Lease or alter
the primary liability of Tenant to pay the rent and to perform all other
obligations to be performed by Tenant hereunder. Landlord may require that any
Transferee (other than a subtenant) remit directly to Landlord on a monthly
basis, all monies due Tenant by said Transferee. However, the acceptance of rent
by Landlord from any other person shall not be deemed


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<PAGE>   31




to be a waiver by Landlord of any other provision hereof or to be a consent to
any subsequent Transfer or sublease, or be a release of Tenant from any
obligation under this Lease. Consent by Landlord to one Transfer or sublease
shall not be deemed consent to any subsequent Transfer or sublease and
Landlord's express prior written consent to any other Transfer or sublease shall
be required. In the event of default by any Transferee of Tenant or any
successor of Tenant in the performance of any of the terms hereof, Landlord may
proceed directly against Tenant without the necessity of exhausting remedies
against such Transferee or successor.

     12.08 ASSUMPTION OF OBLIGATIONS. Each Transferee shall assume all
obligations of Tenant under this Lease and shall be and remain liable jointly
and severally with Tenant for the payment of the Rent and the performance of all
of the terms, covenant, conditions, and agreements herein contained on Tenant's
part to be performed for the term of this Lease. No Transfer or sublease shall
be binding on Landlord unless the transferee or Tenant delivers to Landlord a
counterpart of the instrument of transfer which contains a covenant of
assumption by the transferee satisfactory in substance and form to Landlord,
consistent with the above requirements. The failure or refusal of the Transferee
to execute such instrument of assumption shall not release or discharge the
transferee from its liability to Landlord hereunder. Landlord shall have no
obligation whatsoever to perform any duty to or respond to any request from any
subtenant, it being the obligation of Tenant to administer the terms of its
sublease.

     12.09 MATERIAL INDUCEMENT. Tenant understands, acknowledges and agrees that
(a) Landlord may exercise Landlord's option to terminate this Lease upon any
proposed sublease, assignment or encumbrance of this Lease by Tenant (as
provided in Section 12.03(b) above) instead of approving the proposed sublease,
assignment or encumbrance, and (b) Landlord's right to receive any excess
consideration paid by a Transferee in connection with an approved Transfer or
sublease as provided in Section 12.05 above, are a material inducement for
Landlord's agreement to lease the Premises to Tenant upon the terms and
conditions herein set forth. Tenant shall reimburse Landlord on demand for any
reasonable costs that Landlord may incur in connection with any proposed
Transfer or sublease, including the costs of investigating the acceptability of
the proposed Transferee or subtenant and the legal and consulting costs incurred
in connection with the review and preparation of any documents relative thereto
and the granting of any requested consent under this Section 12.

                            13. DEFAULTS AND REMEDIES

     13.01 EVENTS OF DEFAULT. The occurrence of any one or more of the following
events shall constitute an event of default (each an "EVENT OF DEFAULT")
hereunder:

          (a) NONPAYMENT. Failure by Tenant to pay any installment of Annual
     Base Rent, Additional Rent or any other sum due and payable hereunder
     within five (5) days following Landlord's written notice of such failure.

          (b) CERTAIN OBLIGATIONS. Failure by Tenant to perform, observe or
     comply with any of the covenants, conditions or provisions contained in
     Sections 8.03(a) (Alterations) and 12.01 (Assignment and Subletting).

          (c) OTHER OBLIGATIONS. Failure by Tenant to perform any covenants,
     conditions or provisions of this Lease to be performed or observed by
     Tenant other than those matters specified in subparagraph (a) or (b) of
     this Section 13.01, where such failure continues for thirty (30) days after
     written notice by Landlord to Tenant of such failure; provided, however,
     that if the nature of Tenant's non-compliance is such that more than thirty
     (30) days are required for its cure, then Tenant shall not be deemed to be
     in default if Tenant commences such cure within such thirty (30) day period
     and thereafter diligently and continuously prosecutes the same to
     completion within sixty (60) days following the date of Landlord's written
     notice with respect to such failure.

          (d) ASSIGNMENT; RECEIVERSHIP; ATTACHMENT. (i) The making by Tenant of
     any arrangement or assignment for the benefit of creditors; (ii) the
     appointment of a trustee or receiver to take possession of substantially
     all of Tenant's assets located at the Premises or of Tenant's


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     interest in this Lease, where possession is not restored to Tenant within
     thirty (30) days; or (iii) the attachment, execution, or other judicial
     seizure of substantially all of Tenant's assets located at the Premises or
     of Tenant's interest in this Lease, where such seizure is not discharged
     within thirty (30) days.

          (e) BANKRUPTCY. The admission by Tenant or Tenant's guarantor (if any)
     in writing of its inability to pay its debts as they become due, the filing
     by Tenant or Tenant's guarantor (if any) of a petition in bankruptcy
     seeking any reorganization, arrangement, composition, readjustment,
     liquidation, dissolution or similar relief under any present or future
     statute, law or regulation, the filing by Tenant or Tenant's guarantor (if
     any) of an answer admitting or failing timely to contest a material
     allegation of a petition filed against Tenant or Tenant's guarantor (if
     any) in any such proceeding or, if within forty-five (45) days after the
     commencement of any proceeding against Tenant or Tenant's guarantor (if
     any) seeking any involuntary reorganization, or arrangement, composition,
     readjustment, liquidation, dissolution or similar relief under any present
     or future statute, law or regulation by any of Tenant's creditors or such
     guarantor's creditors, such proceeding shall not have been dismissed.

          (f) FINANCIAL INFORMATION. The existence of materially false
     information in any financial statement given to Landlord by Tenant, or its
     successor in interest or by any guarantor of any of Tenant's obligations
     hereunder.

          (g) ABANDONMENT. Abandonment of the Premises by Tenant.

          The defaults described in Section 13.01(d) through (g) are hereby
     deemed to be non- curable defaults without the necessity of any notice by
     Landlord to Tenant thereof.

     13.02 REMEDIES. Upon the occurrence of any Events of Default by Tenant
which is not cured by Tenant within the grace periods specified in Section 13.01
hereof, if any, Landlord shall have the following rights and remedies, in
addition to all other rights or remedies available to Landlord in law or equity:

          (a) Landlord may give written notice to Tenant specifying such Event
     of Default or Events of Default and stating that this Lease and the Term
     hereby demised shall expire and terminate on the date specified in such
     notice (which may be the date the notice is given), and upon the date
     specified in such notice, this Lease and the Term hereby demised, and all
     rights of Tenant under this Lease shall expire and terminate. Upon any
     termination of this Lease, Tenant shall quit and peaceably surrender the
     Premises, and all portions thereof, to Landlord. Following any such
     termination, Landlord may, without further notice, re-enter the Premises,
     and any portions thereof, and take possession thereof, and may dispossess
     Tenant and remove Tenant and all other persons and property from the
     Premises and the right to receive all rental and other income of and from
     the same.

          (b) At Landlord's election, without terminating this Lease, Landlord
     may, without re-entry, recover possession of the Premises in the manner
     prescribed by any statute relating to summary process, and any demand for
     the Rent, re-entry for condition broken, and any and all notices to quit,
     or other formalities of any nature, to which Tenant may be entitled, are
     hereby specifically waived. Landlord may relet the Premises for the account
     of Tenant. No such termination of Tenant's right to possess the Premises
     under this Section 13.02(b) shall relieve Tenant of its liabilities and
     obligations under this Lease (as if such right of possession had not been
     so terminated or expired), and such liabilities and obligations shall
     survive any such termination of Tenant's possessory interest.

          In the event of any such termination of this Lease or Tenant's right
     of possession, whether or not the Premises, or any portion thereof, shall
     have been relet, Tenant shall pay the Landlord a sum equal to the Rent and
     any other charges required to be paid by Tenant up to the time of such
     termination of such right of possession and thereafter Tenant, until the
     end of the


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<PAGE>   33




     Term, shall be liable to Landlord for and shall pay to Landlord: (i) the
     equivalent of the amount of the Rent payable under this Lease, less (ii)
     the net proceeds of any reletting effected pursuant to the provisions
     hereof after deducting all of Landlord's "Reletting Expenses" (as defined
     in Section 13.02). Tenant shall pay such amounts in accordance with the
     terms of this Section 13.02(b) as set forth in a written statement thereof
     from Landlord to Tenant (hereinafter, the "DEFICIENCY") to Landlord in
     monthly installments on the days on which the Annual Base Rent is payable
     under this Lease, and Landlord shall be entitled to recover from Tenant
     each monthly installment of the Deficiency as the same shall arise. Tenant
     shall also pay to Landlord upon demand the costs incurred by Landlord in
     curing Tenant's defaults existing at or prior to the date of such
     termination and the cost of recovering possession of the Premises. Tenant
     agrees that Landlord may file suit to recover any sums that become due
     under the terms of this Section from time to time, and all reasonable costs
     and expenses of Landlord, including attorneys' fees and costs incurred in
     connection with such suits shall be payable by Tenant on demand.

          (c) At any time after an Event of Default and termination of the Lease
     by Landlord, whether or not Landlord shall have collected any monthly
     Deficiency as set forth in Section 13.02(b), Landlord shall be entitled to
     recover from Tenant, and Tenant shall pay to Landlord, on demand, as and
     for final damages for Tenant's default and in lieu of any subsequent
     Deficiency (but without limitation of the provisions of subsection (f)
     hereof):

               (i) all Rent and other sums due and payable by Tenant on the date
          of termination; plus

               (ii) the costs of curing Tenant's defaults existing at or prior
          to the date of termination; plus

               (iii) the cost of recovering possession of the Premises and the
          Reletting Expenses; plus

               (iv) the Deficiency at time of demand, if not previously paid by
          Tenant; plus

               (v) an amount equal to the difference between the then present
          value of the aggregate of the Rent and any other charges to be paid by
          Tenant hereunder for the then unexpired term of this Lease (assuming
          this Lease had not been so terminated), and the then present value of
          the then aggregate fair market rent of the Premises for the same
          period (taking into account rentals received by Landlord under a
          replacement Lease of the Premises). In the computation of present
          value, a discount rate as reasonably determined by Landlord shall be
          employed.

          (d) In connection with any reletting of the Premises by Landlord
     following an Event of Default, Landlord's reletting activities shall be on
     such rental and other terms as Landlord shall deem appropriate, and the
     terms of any leasing must be consistent with the prevailing standards of
     institutional real estate investors and lenders, including, without
     limitation, those relating to the economic terms of any proposed lease and
     the credit quality of any proposed tenant. Landlord shall be entitled to
     grant such rental and economic concessions and other incentives as may be
     customary for similar space in Fairfield County. Landlord shall not be
     required to subdivide the Premises nor accept any tenant offered by Tenant
     or observe any instruction given by Tenant about such reletting or do any
     act or exercise any care or diligence with respect to any reletting of the
     Premises.

          (e) Any and all property belonging to Tenant or to which Tenant is or
     may be entitled which may be removed from the Premises by Landlord pursuant
     to the authority of this Lease or applicable law, may be handled, removed
     or stored in a commercial warehouse or otherwise by Landlord at Tenant's
     risk and expense and Landlord shall in no event be responsible for the
     value, preservation or safekeeping thereof. Tenant shall pay to Landlord,
     upon demand,


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<PAGE>   34




     any and all expenses incurred in such removal and all storage charges for
     such property so long as the same shall be in Landlord's possession or
     under Landlord's control.

          (f) Landlord shall have the right of injunction, in the event of a
     breach or threatened breach by Tenant of any of the agreements, conditions,
     covenants or terms hereof, to restrain the same and the right to invoke any
     remedy allowed by law or in equity, whether or not other remedies,
     indemnity or reimbursements are herein provided. The rights and remedies
     given to Landlord in this Lease are distinct, separate and cumulative
     remedies; and no one of them, whether or not exercised by Landlord, shall
     be deemed exclusive of any of the others.

          (g) For purposes of this Section 13.02, "RELETTING ALTERATIONS" shall
     mean all repairs, changes, improvements, alterations or additions made by
     Landlord in or to the Premises to the extent deemed reasonably necessary by
     Landlord to prepare the Premises for the re-leasing following an Event of
     Default; and "RELETTING EXPENSES" shall mean the reasonable expenses paid
     or incurred by Landlord in connection with any re-leasing of the Premises
     following an Event of Default, including, without limitation, marketing
     expenses, brokerage commissions, management fees, attorneys' fees, the
     costs of Reletting Alterations, operating expenses and rent and other
     economic concessions provided to the new tenant.

     13.03 LANDLORD'S RIGHT TO CURE DEFAULTS. If an Event of Default occurs or
Landlord reasonably determines that an emergency exists, the Landlord, without
being under any obligation to do so and without thereby waiving such default,
may remedy such default for the account and at the expense of the Tenant. If the
Landlord makes any expenditures or incurs any obligations for the payment of
money in connection therewith, including but not limited to reasonable
attorney's fees in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligation incurred and costs, shall be paid upon
demand to the Landlord by the Tenant as Additional Rent pursuant to Section 4.04
hereof and if not so paid with interest at the rate of twelve (12%) percent per
annum calculated as of the date such payments were due.

     13.04 NO ACCORD AND SATISFACTION. Landlord may collect and receive any rent
due from Tenant, and the payment thereof shall not constitute a waiver of or
affect any notice or demand given, suit instituted or judgment obtained by
Landlord, or be held to waive, affect, change, modify or alter the rights or
remedies that Landlord has against Tenant in equity, at law, or by virtue of
this Lease. No receipt or acceptance by Landlord from Tenant of less than the
monthly Rent herein stipulated shall be deemed to be other than a partial
payment on account for any due and unpaid stipulated rent; no endorsement or
statement on any check or any letter or other writing accompanying any check or
payment of rent to Landlord shall be deemed an accord and satisfaction, and
Landlord may accept and negotiate such check or payment without prejudice to
Landlord's rights to (i) recover the remaining balance of such unpaid rent, or
(ii) pursue any other remedy provided in this Lease.

     13.05 DEFAULT BY LANDLORD. If Landlord fails to perform or observe any of
its Lease obligations and such failure continues for more than thirty (30) days
after Tenant has delivered written notice thereof ("TENANT'S DEFAULT NOTICE") to
Landlord and Landlord's Mortgagee, such failure shall constitute a default under
this Lease unless Landlord disputes the claimed default in good faith by written
notice to Tenant within such 30-day period; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) days are
required for performance then Landlord shall not be in default (nor shall the
same constitute a constructive eviction) if Landlord commences performance
within such thirty (30) day period and thereafter diligently prosecutes the same
to completion. Tenant's Default Notice shall identify the Lease provisions
containing the Landlord's obligations that are the subject of Tenant's complaint
and specify in reasonable detail the nature and extent of Landlord's failure
with respect thereto. If Landlord or Landlord's Mortgagee fails to cure any
default within the applicable grace period, Tenant may pursue any remedies given
in this Lease or under the law, but Tenant shall not be entitled to terminate
this Lease or withhold or abate any Rent or other charges due hereunder.

     13.06 INDIRECT DAMAGES. Notwithstanding any provision of this Lease to the
contrary (except Sections 7.05 and 8.08), none of the provisions of this Lease
shall cause either party to be liable to the


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<PAGE>   35




other party, or anyone claiming through or on behalf of such other party, for
any special, indirect or consequential damages, including, without limitation,
lost profits or revenues.

     13.07 WAIVERS.

          (a) TENANT HEREBY REPRESENTS, COVENANTS AND AGREES THAT IT IS ENGAGED
     PRIMARILY IN COMMERCIAL PURSUITS, AND THAT THE LEASE IS A "COMMERCIAL
     TRANSACTION" WITHIN THE MEANING OF SECTION 52-278A(A) OF THE CONNECTICUT
     GENERAL STATUTES (REV. 1958), AS AMENDED. TENANT HEREBY WAIVES ALL RIGHTS
     TO NOTICE, PRIOR JUDICIAL HEARING OR COURT ORDER UNDER SECTION 52-278A ET
     SEQ. OF THE CONNECTICUT GENERAL STATUTES (REV. 1958) AS AMENDED OR UNDER
     ANY OTHER STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDIES THE
     LANDLORD MAY EMPLOY TO ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER.

          (b) TENANT, BY EXECUTION AND DELIVERY OF THIS LEASE, AND LANDLORD, BY
     ACCEPTANCE HEREOF, EACH HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
     IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS LEASE
     OR ANY OTHER AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. THIS
     WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH PARTY.
     TENANT AND LANDLORD ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
     TO ENTER INTO A BUSINESS RELATIONSHIP. TENANT AND LANDLORD FURTHER
     ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO
     BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS
     WAIVER BY INDEPENDENT LEGAL COUNSEL.

     13.08 CLAIMS IN BANKRUPTCY. Nothing herein shall limit or prejudice the
right of Landlord to prove for and obtain in proceedings for bankruptcy or
insolvency by reason of any such termination, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and governing
the proceedings in which, the damages are to be proved, whether or not the
amount be greater, equal to or less than the amount of the loss or damage
referred to above. Without limiting any of the provisions of this Section 13, if
pursuant to the Bankruptcy Code, as the same may be amended, Tenant is permitted
to assign this Lease in disregard of the restrictions contained in Section 12,
Tenant agrees that adequate assurance of future performance by the assignee
permitted under the Bankruptcy Code shall mean the deposit of cash security with
Landlord in any amount equal to all Rent payable under this Lease for the
calendar year preceding the year in which such assignment is intended to become
effective, which deposit shall be held by Landlord, without interest, for the
balance of the term as security for the full and faithful performance of all of
the obligations under this Lease on the part of Tenant yet to be performed. If
Tenant receives or is to receive any valuable consideration for such an
assignment of this Lease, such consideration, after deducting therefrom (a) the
brokerage commissions, if any, and other expenses reasonably designated by the
assignee as paid for the purchase of Tenant's property in the Premises, shall be
and become the sole exclusive property of Landlord and shall be paid over to
Landlord directly by such assignee. In addition, adequate assurance shall mean
that any such assignee of this Lease shall have a net worth indicating said
assignee's reasonable ability to pay the Rent, and abide by the terms of this
Lease for the remaining portion thereof applying commercially reasonable
standards.

                14. NONDISTURBANCE AND RIGHTS OF MORTGAGE HOLDERS

     14.01 SUBORDINATION.

          (a) Tenant agrees that this Lease and all rights of Tenant hereunder
     are and shall be automatically subject and subordinate at all times to any
     mortgages (collectively the "MORTGAGES") and each individually, a
     "MORTGAGE") which may now or hereafter affect the Project or any portion
     thereof (whether or not the Mortgages shall also cover other lands,
     buildings or leases), and to all amendments, renewals, modifications,
     consolidations, replacements, and extensions of any of the foregoing. In


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<PAGE>   36




     confirmation of such subordination, Tenant shall promptly execute,
     acknowledge and deliver any instrument that Landlord or the holder of any
     Mortgage or its assigns or successors in interest may reasonably request to
     evidence such subordination. This Section shall be self-operative and no
     further subordination shall be required. Tenant's agreement to subordinate
     this Lease and its rights hereunder is subject to the condition that
     Landlord delivers to Tenant a recordable instrument acceptable to the
     holder of each Mortgage (each "LANDLORD'S MORTGAGEE") by which Landlord's
     Mortgagee shall agree not to disturb Tenant's possession and occupancy of
     the Premises or join Tenant in any such action as a party defendant so long
     as Tenant is not in default in the performance or observance of any of the
     terms, covenants or conditions contained in the Lease.

          (b) In the event that any Mortgage is foreclosed or a conveyance in
     lieu of foreclosure is made for any reason, Tenant shall, at the option of
     Landlord's Mortgagee or the grantee or purchaser in foreclosure,
     notwithstanding any subordination of any such Mortgage to this Lease,
     attorn to and become the Tenant of the successor in interest to Landlord as
     Tenant's landlord under this Lease, at the option of such successor in
     interest. Tenant covenants and agrees to execute and deliver, within ten
     (10) days following delivery of request by Landlord, Landlord's Mortgagee,
     or by Landlord's successor in interest and in the form requested by
     Landlord, Landlord's Mortgagee, or by Landlord's successor in interest, any
     additional documents evidencing the priority or subordination of this Lease
     with respect to the lien of any such Mortgage, which additional documents
     shall be satisfactory to Landlord, Landlord's Mortgagee, and Landlord's
     successors in interest.

          (c) If Landlord's Mortgagee shall succeed to the interest of Landlord
     under this Lease, Landlord's Mortgagee shall assume and perform Landlord's
     obligations under this Lease only while it is the fee owner of the Building
     and shall not be (i) liable for any breach, act or omission of any prior
     landlord, including Landlord; (ii) subject to offsets, claims or defenses
     which Tenant might have against prior landlords; (iii) bound by the payment
     of Rent or other payment in lieu of rent which Tenant may have paid to any
     prior landlord for more than thirty (30) days in advance of its due date;
     (iv) bound by any assignment, surrender, termination, waiver, lease
     amendment or modification of or affecting this Lease made without its
     consent; or (v) any of the construction obligations of Landlord under this
     Lease.

     14.02 NOTICES. If Tenant is given written notice of the identity and
address of Landlord's Mortgagee, then Tenant shall give to such Landlord's
Mortgagee written notice of any default by Landlord under the terms of this
Lease by registered or certified mail, and such Landlord's Mortgagee shall be
given the opportunity to cure Landlord's default within the thirty (30) days
following such written notice; provided, however, that said thirty (30) day
period shall be extended so long as within said thirty (30) day period such
party has commenced to cure the default and such party is proceeding with due
diligence (including the exercise of its remedies against Landlord if necessary
to obtain possession of the Premises) to effect such cure.

     14.03 ESTOPPEL CERTIFICATES. Tenant shall at any time, and from time to
time, upon not less than ten (10) days prior written notice from Landlord
execute, acknowledge and deliver to Landlord, to any prospective purchaser, or
Landlord's Mortgagee, a written certificate stating: (a) whether Tenant has
accepted the Premises and the commencement date and termination date of this
Lease; (b) that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), and has not been assigned; (c) that
there are not, to Tenant's best knowledge, any uncured defaults on the part of
the Landlord or Tenant hereunder, or specifying any defaults if any are claimed;
(d) the dates to which the Annual Base Rent and Additional Rent and other
charges under this Lease have been paid and the amounts thereof and any security
deposit, and that no Rent or security deposit has been paid in advance of its
due date (or, if so, stating such dates), and (g) any other information that may
reasonably be required by any of such persons, and which certificate shall be
the form requested by Landlord's Mortgagee or purchaser. It is intended that any
such certificate of Tenant delivered pursuant to this Section 14.03 may be
relied upon by Landlord and any prospective purchaser or Landlord's Mortgagee of
any part of the Building. Tenant's failure to deliver such Certificate within
said ten (10) day period shall be a default hereunder and shall be conclusive
upon Tenant that this Lease is in full force and effect and unmodified, and that
there are no uncured defaults in Landlord's performance hereunder.



                                      -36-

<PAGE>   37





     14.04 QUIET ENJOYMENT. Upon Tenant paying the Rent and performing all of
Tenant's obligations under this Lease, Tenant may peacefully and quietly enjoy
the Premises during the Term as against all persons or entities lawfully
claiming by or through Landlord; subject, however, to the provisions of this
Lease and to the rights of Landlord's Mortgagee.

                                   15. NOTICES

     15.01 MANNER OF NOTICE.

          (a) All notices, demands and other communications ("NOTICES")
     permitted or required to be given under this Lease shall be in writing, and
     sent by personal service, certified mail (postage prepaid) return receipt
     requested or by a nationally recognized overnight courier service, (a) to
     Tenant (i) at 542 Westport Avenue, Norwalk, Connecticut 06851, Attention:
     David S. Teitelman, if sent prior to Tenant's taking possession of the
     Premises, or (ii) at the Building if sent subsequent to Tenant's taking
     possession of the Premises, Attn: David S. Teitelman, or (iii) at any place
     where Tenant or any agent or employee of Tenant may be found if sent
     subsequent to Tenant's vacating, abandoning or surrendering the Premises,
     and (b) to Landlord at c/o Berwind Property Group, Inc., One Belmont
     Avenue, Suite 401, Bala Cynwynd, Pennsylvania 19004, Attention: Connecticut
     Asset Manager, with copies to c/o Davis Management Corp., 187 Danbury Road,
     Wilton, Connecticut 06897, and Aegis Realty Consultants, 1601 Market
     Street, Suite 2230, Philadelphia, Pennsylvania 19103, Attention:
     Connecticut Asset Manager, or (c) to such other address as either Landlord
     or Tenant may designate as its new address for such purpose by notice given
     to the other in accordance with the provisions of this Section 15.01.

          (b) Notices shall be deemed to have been given (i) when hand delivered
     (provided that delivery shall be evidenced by a receipt executed by or on
     behalf of the addressee if delivered by personal service) if personal
     service is used), (ii) the sooner of the date of receipt or the date that
     is three (3) days after the date of mailing thereof if sent by postage
     pre-paid registered or certified mail, return receipt requested, and (iii)
     one (1) day after being sent by Federal Express or other reputable
     overnight courier service (with delivery evidenced by written receipt) if
     overnight courier service is used.

                                16. MISCELLANEOUS

     16.01 AUTHORITY. If Tenant signs as a corporation or a partnership, each
person executing this Lease on behalf of Tenant hereby covenants and warrants
that Tenant is a duly authorized and existing entity, that Tenant is duly
qualified to do business in Connecticut, that Tenant has full right and
authority to enter into this Lease, and that each person signing on behalf of
Tenant is duly authorized to do so and that no other signatures are necessary.
Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably
satisfactory to Landlord confirming the foregoing covenants and warranties.

     16.02 SUBMISSION. Submission of this instrument for examination does not
constitute a reservation of or option for lease of the Premises, and it is not
effective as a lease or otherwise until this Lease has been executed by both
Landlord and Tenant and a fully executed copy has been delivered to each.

     16.03 BUILDING NAME. The Building and Project may be known by such name as
Landlord, in its sole discretion, may elect, and Landlord shall have the right
from time to time to change such designation or name without Tenant's consent
upon thirty (30) days prior written notice to Tenant.

     16.04 NOTICE OF LEASE. Upon the Commencement Date of this Lease, either
party shall upon the request of the other, join in the execution of a notice of
lease pursuant to Section 47-19 of the Connecticut General Statutes and either
party may record the same. Tenant shall not record this Lease, and any recording
of this Lease or any memorandum thereof (other than as contemplated by the
preceding sentence) shall constitute an Event of Default by Tenant. At the
expiration or earlier termination of this Lease, Tenant shall, at the request of
Landlord, execute and deliver to Landlord a quit-claim deed, lease cancellation
instrument or other instrument of release in form suitable for recording,
provided that such document does not have the effect of waiving any claims that
either Landlord or Tenant may have against


                                      -37-

<PAGE>   38




the other arising out of this Lease.

     16.05 NO PARTNERSHIP. Any intention to create a joint venture or
partnership relation between the parties hereto is hereby expressly disclaimed.
Landlord shall not by the execution of this Lease in any way or for any purpose,
become (a) a partner of Tenant in the conduct of Tenant's business or otherwise,
or (b) a joint venturer or a member of a joint enterprise with Tenant.

     16.06 TENANT'S FINANCIAL STATEMENTS. Tenant shall furnish Landlord
annually, within sixty (60) days after the end of each fiscal year of Tenant,
copies of the balance sheets of Tenant, as at the close of such fiscal year, and
statements of income and retained earnings of Tenant for such year, prepared in
accordance with generally accepted accounting principles and audited by Tenant's
independent certified public accountants. During such time that Tenant remains a
publicly traded United States company, Tenant shall not be required to deliver
its financial statements as aforesaid, but during such period Tenant shall
deliver its financial statements to Landlord within ten (10) days following
Landlord's request therefor. This agreement shall also be applicable to any
permitted assignees or sublessees.

     16.07 JOINT AND SEVERAL. If two or more individuals, corporations,
partnerships or other business associations (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation, partnership or other business association to pay Rent and perform
all other obligations hereunder shall be deemed to be joint and several, and all
notices, payments and agreements given or made by, with or to any one of such
individuals, corporations, partnerships or other business associations shall be
deemed to have been given or made by, with or to all of them. In like manner, if
Tenant shall be a partnership or other business association, the members of
which are, by virtue of statute or federal law, subject to personal liability,
the liability of each such member shall be joint and several.

     16.08 SURVIVAL. All agreements, covenants and indemnifications contained
herein or made in writing pursuant to the terms of this Lease by or on behalf of
Tenant shall be deemed material and shall survive expiration or sooner
termination of this Lease.

     16.09 BROKERS' FEE.

          (a) Subject to the execution of this Lease by both parties, Landlord
     shall pay to the Listing Broker designated in Section 1.09 a fee as set
     forth in a separate agreement between Landlord and the Listing Broker.

          (b) Tenant and Landlord each represent and warrant to the other that
     neither has had any dealing with any person, firm, broker, or finder (other
     than the person(s), if any, whose names are set forth in Section 1.09) in
     connection with the negotiation of this Lease or the consummation of the
     transaction contemplated hereby (except that Tenant, at its expense, has
     retained Mark G. Anderson Consultants as Tenant's representative), and no
     other broker or other person, firm, or entity is entitled to any commission
     or finder's fee in connection with said transaction and Tenant and Landlord
     do each hereby indemnify and hold the other harmless from and against any
     costs, expenses, attorneys' fees, or liability for compensation or charges
     which may be claimed by any such unnamed broker, finder, or other similar
     party by reason of any dealings or actions of the indemnifying party.

     16.10 ATTORNEY'S FEES. If on account of any default by Tenant in Tenant's
obligations under the terms of this Lease, it becomes necessary or appropriate
for Landlord to employ attorneys or other persons to enforce any of Landlord's
rights or remedies hereunder, Tenant shall pay upon demand as Additional Rent
hereunder all reasonable fees of such attorneys and other persons and all other
costs of any kind so incurred.

     16.11 LANDLORD'S LIABILITY. The term "Landlord" as used herein and
throughout the Lease shall mean only the owner or owners at the time in question
of Landlord's interest in this Lease. Upon any transfer of such interest, from
and after the date of such transfer, Landlord herein named (and in case of any
subsequent transfers the then transferor) and each of its partners, principals,
shareholders, members,


                                      38


<PAGE>   39




beneficiaries or co-tenants, as the case may be, ("LANDLORD'S CONSTITUENT
PARTIES") shall be relieved of all liability for the performance of any
obligations on the part of the Landlord contained in this Lease, provided that
any monies in the hands of Landlord or the then transferor at the time of such
transfer, in which Tenant has an interest, shall be delivered to the transferee.
The obligations contained in this Lease to be performed by Landlord shall be
binding on Landlord's successors and assigns, only during their respective
periods of ownership, provided, however, that Landlord and each of Landlord's
Constituent Parties shall be under no personal liability with respect to any of
the provisions, covenants or agreements of this Lease. If Landlord becomes
obligated to pay Tenant a money judgment or otherwise expend funds on account of
any failure by Landlord to perform any of its obligations under this Lease,
Tenant shall be limited for the satisfaction of the money judgment or other
obligation solely to Landlord's interest in the Building (inclusive of the
proceeds of the sale thereof) and no other property or assets of Landlord or
Landlord's Constituent Parties shall be subject to levy, execution or other
enforcement procedure whatsoever for the satisfaction of the money judgment.

     16.12 TIME OF ESSENCE. Except as provided in Section 16.13, TIME IS OF THE
ESSENCE with respect to the due performance of the terms, covenants and
conditions herein contained; provided, however that no delay or failure to
enforce any of the provisions herein contained and no conduct or statement shall
waive or affect any of Landlord's rights hereunder.

     16.13 FORCE MAJEURE. Whenever during the Term it becomes impossible for
Landlord or Tenant to perform the obligations on either party's part to be
performed as a result of war, civil riots, labor disputes or strikes, or
inspection delays by governmental authorities (other than those caused by the
willful act or omission of Landlord or Tenant), or Acts of God or the elements,
then Landlord or Tenant shall be excused from such performance without penalty
or other liability or a breach of or default under this Lease to the other party
for the period of time in which the event or events giving rise to the
impossibility of performance shall exist. Landlord and Tenant agree that neither
party shall be excused from the timely performance of its obligations under this
Lease for a period of time greater than ninety (90) days, unless specifically
provided otherwise in this Lease, and that Tenant's obligation to pay Rent shall
not be excused on account of any force majeure condition, except as may be
otherwise specifically provided in this Lease.

     16.14 INTERPRETATION. The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular. The words used in neuter
gender include the masculine and feminine. If there is more than one Tenant, the
obligations under this Lease imposed on Tenant shall be joint and several. The
captions preceding the articles of this Lease have been inserted solely as a
matter of convenience and such captions in no way define or limit the scope or
intent of any provision of this Lease.

     16.15 NO MERGER. There shall be no merger of this Lease or of the leasehold
estate hereby created with the fee estate in the Premises or any part thereof by
reason of the fact that the same person may acquire or hold, directly or
indirectly, this Lease or the leasehold estate hereby created or any interest in
this Lease or in such leasehold estate as well as the fee estate in the
leasehold Premises or any interest in such fee estate. The voluntary or other
surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not
work a merger unless Landlord so elects, and shall, at the option of Landlord,
terminate all or any existing subtenancies or may, at the option of Landlord,
operate as an assignment to Landlord of any or all of such subtenancies.

     16.16 SEVERABILITY. If any provision of this Lease or the application
thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such provision
to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each provision of this Lease
shall be valid and enforceable to the full extent permitted by law. No remedy or
election hereunder shall be deemed exclusive, but shall wherever possible, be
cumulative with all other remedies at law or in equity. Neither this Lease nor
any term or provision hereof may be changed, waived, discharged or terminated
orally, and no breach thereof shall be waived, altered or modified, except by a
written instrument signed by the party against which the enforcement of the
change, waiver, discharge or termination is sought. Any right to change, waive,
discharge, alter or modify, or terminate this Lease shall be subject to the
prior express written consent of Landlord's Mortgagee.



                                       39

<PAGE>   40





     16.17 NO WAIVER. No waiver of any provision hereof shall be deemed a waiver
of any other provision hereof or of any subsequent breach of the same or any
other provision. No waiver of any breach shall affect or alter this Lease, but
each and every term, covenant and condition of this Lease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof. No reference to any specific right or remedy shall preclude the
exercise of any other right or remedy permitted hereunder or that may be
available at law or in equity. No failure by Landlord to insist upon the strict
performance of any agreement, term, covenant or condition hereof, or to exercise
any right or remedy consequent upon a breach thereof, and no acceptance of full
or partial rent during the continuance of any such breach, shall constitute a
waiver of any such breach, agreement, term, covenant or condition.

     16.18 MULTIPLE OPTIONS. In the event that Tenant has any multiple options
to expand, extend or renew this Lease, a later option cannot be exercised unless
the prior option to expand, extend or renew this Lease has been properly
exercised in accordance with the terms of this Lease.

     16.19 GOVERNING LAW. This Lease and the rights and obligations of the
parties hereunder shall be construed and enforced in accordance with the laws of
the State of Connecticut.

     16.20 BIND AND INURE. The terms, provisions, covenants and conditions
contained in this Lease shall bind and inure to the benefit of Landlord and
Tenant, and, except as otherwise provided herein, their respective heirs, legal
representatives, successors and assigns. Notwithstanding anything to the
contrary set forth herein, if Landlord's Mortgagee shall succeed to Landlord's
interests hereunder, then Landlord's Mortgagee shall not be deemed to have
assumed any obligations or liabilities under this Lease which arose prior to the
date any such Mortgagee succeeded to Landlord's interests hereunder.

     16.21 ENTIRE AGREEMENT. This Lease, including the Exhibits hereto, which
are made part of this Lease, contain the entire agreement of the parties and all
prior negotiations and agreements are merged herein. Neither Landlord nor
Landlord's agents have made any representations or warranties with respect to
the Premises, the Building or this Lease except as expressly set forth herein,
and no rights, easements or licenses are or shall be acquired by Tenant by
implication or otherwise unless expressly set forth herein. Tenant covenants and
agrees that no diminution of light, air or view by any structure that may
hereafter be erected (whether or not by Landlord) shall entitle Tenant to any
reduction of Rent under this Lease, result in any liability of Landlord or
Tenant, or in any other way affect this Lease or Tenant's obligations hereunder.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day
and year first above written.

                                            LANDLORD:

________________________________            FAIRHAVEN INVESTORS LIMITED
                                            PARTNERSHIP


________________________________            By__________________________________

                                              Name:
                                              Title:


                                            TENANT:

________________________________            WILTEK, INC.


________________________________            By:_________________________________
                                                Name:
                                                Title:


                                      40

<PAGE>   41












STATE OF ________________          )
                                   ) ss. ____________
COUNTY OF _______________          )


     On this the ____ day of March, 1999, before me, _____________________, the
undersigned officer, personally appeared ___________________, who acknowledged
himself/herself to be the __________________ of BERGEN OF CONNECTICUT, INC., the
general partner of FAIRHAVEN INVESTORS LIMITED PARTNERSHIP, a limited
partnership and that he/she, in such capacity being authorized so to do executed
the foregoing instrument as his/her free act and deed and the free act and deed
of BERGEN OF CONNECTICUT, INC. for the purposes contained therein by signing the
name of FAIRHAVEN INVESTORS LIMITED PARTNERSHIP by himself/herself as
_____________ of BERGEN OF CONNECTICUT, INC.

     IN WITNESS WHEREOF, I hereunto set my hand.



_______________________________________        Notary Public/Commissioner of
[Affix Notarial Seal]                          the Superior Court


STATE OF________________      ) ss. _______________
                              )
COUNTY OF ______________      )


     On this the ____ day of March, 1999, before me, _________________________,
the undersigned officer, personally appeared __________________, who
acknowledged himself to be the ________________________ of WILTEK, INC., a
corporation, and that he, as such __________________________, being authorized
so to do, executed the foregoing instrument as his free act and deed and the
free act and deed of the corporation for the purposes contained therein by
signing the name of the corporation by himself as such officer.

     IN WITNESS WHEREOF, I hereunto set my hand.



______________________________
                                        Commissioner of the Superior Court/
                                        Notary Public
[Affix Notarial Seal]                   My Commission Expires:





                                      41

<PAGE>   42




                                    EXHIBIT A

                                LEGAL DESCRIPTION

                     35 NUTMEG DRIVE, TRUMBULL, CONNECTICUT


A certain piece or parcel of land located on the southerly side of Nutmeg Drive
and the northwesterly terminous of Merritt Boulevard, Trumbull, Connecticut.
Shown on a map entitled "MAP PREPARED FOR TRUMBULL CORPORATE PARK EAST
ASSOCIATES NUTMEG DRIVE & MERRITT BLVD. TRUMBULL, CONN. SCALE: 1" = 50' DATE:
APRIL 6, 1987 REV. FEB. 11, 1988 DEC. 2, 1988 DEC. 28, 1988 SEPT. 22, 1995 APR.
2, 1996 MAP #A2533 SEARCH FB/PG DRAWING NOWAKOWSKI, O'BYMACHOW & KANE CIVIL
ENGINEERING & LAND SURVEYING SHELTON, CONNECTICUT 06484, ("Map"), which Map is
on file or to be on file with the Trumbull Town Clerk's Office. Being more
particularly bounded and described as follows:

     Commencing at a point in the southerly street line of Nutmeg Drive, said
point being the northwest corner of land now or formerly of Connecticut
Development Authority and being the northeast corner of the herein described
premises as shown on said Map;

     Thence proceeding along the westerly property line of land now or formerly
of Connecticut Development Authority S 29(degree) 30' 21" E, a distance of
510.00' to a point;

     Thence proceeding to the southerly property line of land now or formerly of
Connecticut Development Authority, N 60(degree) 29' 39" E, a distance of 78.35'
to a point, which point marks the northwest corner of land now or formerly of
Nasdaq Inc., as shown on said Map;

     Thence proceeding to the westerly property line of land now or formerly of
Nasdaq Inc. S 17(degree) 40' 46" E, a distance of 510.71' to a point in the
northerly highway line of Merritt Boulevard, which point marks the southwest
corner of land now or formerly of Nasdaq Inc. and the southeast corner of the
herein described premises;

     Thence proceeding along the northerly highway line of Merritt Boulevard S
74(degree) 33' 23" W, a distance of 3.59', to a point, thence proceeding along a
curve to the right having a delta of 60(degree) 00' 00" and a radius of 40.00; a
distance of 41.89' to a point in the northerly highway line of Merritt
Boulevard;

     Thence proceeding along the northerly highway line of Merritt Boulevard
along a curve to the left, having a delta of 199(degree) 21' 23" and a radius of
60.0', a distance of 208.77' to a point in the westerly highway line of Merritt
Boulevard;

     Thence proceeding along the northerly property line of land now or formerly
of Town of Trumbull and the northerly property line of land now or formerly of
Norden Systems Inc. S 64(degree) 00' 00" W a distance of 270.06' to a point;
thence proceeding along the northerly property line now or formerly of Norden
Systems Inc. S 73(degree) 00' 00" W a distance of 120.00' to a point; thence
proceeding along the northwest property line of land now or formerly of Norden
Systems Inc. S 22(degree) 00' 00" W, a distance of 53.52' to a point in the
easterly highway line of Merritt Parkway, which point marks the westerly corner
of Norden Systems Inc.;

     Thence proceeding along the easterly highway line of Merritt Parkway, on
land now or formerly of State of Connecticut the following nine courses: along a
curve to a right having a delta of 06(degree) 44' 05" and a radius of 3,112.16',
a distance of 365.81' to a point; thence along a curve to the right having a
delta of 08(degree) 40' 58" and a radius of 710.0', a distance of 107.60' to a
point; thence proceeding N 20(degree) 20' 27" W, a distance of 35.28' to a
point; N 49(degree) 50' 27" W, a distance of 180.00' to a point; N 33(degree)
50' 27" W, a distance of 182.00' to a point; N 14(degree) 20' 27" W, a distance
of 181.00' to a point; N 00(degree) 39' 33" E, a distance of 45.12' to a point;
thence proceeding along a curve to the left having a delta of 74(degree) 07' 53"
and


                                      42

<PAGE>   43




a radius of 60.0', a distance of 77.63' to a point; N 60(degree)29' 39" E, a
distance of 141.08' to a point on the westerly terminous of Nutmeg Drive;

     Thence proceeding along the southerly terminous of Nutmeg Drive along a
curve to the left having a delta of 120(degree) 00' 00" and a radius of 60.00',
a distance of 125.66' to a point on the southerly street line of Nutmeg Drive; N
60(degree) 29' 39" E, a distance of 540.12' to the point or place of beginning.

     TOGETHER WITH a Sanitary Sewer Easement dated February 18, 1988 and
recorded in Volume 650 at Page 413 of the Trumbull Land Records.

     Being the same property as Lot 15-1 on "SUBDIVISION MAP OF PROPERTY LOCATED
ON MERRITT BOULEVARD & NUTMEG DRIVE TRUMBULL, CONNECTICUT PREPARED FOR BUNKER
RAMO. ELTRA CORPORATION J & D KASPER & ASSOCIATES Engineers, Surveyors,
Planners, Bridgeport, Connecticut Scale 1" = 100' Date Oct. 4, 1982 Sheet 1 of 1
Designated by K.J.K. Drawn by J.M.P. Checked by K.J.K. Proj. No. K3823/4094
REVISIONS No. Description Date 1. PUMP STA-PL AND EASEMENT 2-17-83 2. ADDITION
OF MINCHICK PROPERTY 8-23-83" ("Map") to which Map reference is hereby made,
which Map is on file with the Trumbull Town Clerk.


                                      43


<PAGE>   44




                                    EXHIBIT B

                                    PREMISES

                     35 NUTMEG DRIVE, TRUMBULL, CONNECTICUT







                                      44

<PAGE>   45




                                    EXHIBIT C

                        RULES AND REGULATIONS ATTACHED TO
                          AND MADE A PART OF THIS LEASE

                     35 NUTMEG DRIVE, TRUMBULL, CONNECTICUT


     1. Tenant shall not display, inscribe, print, paint, maintain or affix on
any place or in or about the Building any sign, notice, legend, direction,
figure or advertisement, except on the doors of the Premises and on the
Directory Boards, and then only such name or names and matter, and in such
color, size, style, place and materials, as shall first have been approved in
writing by Landlord.

     2. Tenant shall not advertise the business, profession or activities of
Tenant conducted in the Building in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities or, which in
Landlord's reasonable judgment, tends to impair the reputation of the Building
or its desirability as a building for offices, and shall not use the name of the
Building for any purpose other than as the business address of Tenant, and
Tenant shall not use any picture or likeness of the Building in any circulars,
notices, advertisements or correspondence without Landlord's prior written
consent.

     3. Tenant shall not use the Premises for housing accommodations or lodging
or sleeping purposes, or do any cooking therein (except any convenience
kitchen), or use any illumination other than electric light, or use or permit to
be brought into the Building any flammable oils or fluids such as gasoline,
kerosene, naptha, and benzine, or any explosives, radioactive materials or other
articles deemed hazardous to life, limb or property.

     4. Tenant shall not contract for any work or service which might involve
the employment of labor incompatible with the Building employees or employees of
contractors doing work or performing services by or on behalf of Landlord or
with the terms and conditions of any collective bargaining agreement to which
Landlord or Landlord's agents or contractors may be a party.

     5. Tenant shall not place anything or allow anything to be placed near the
glass of any window, door, partition or wall which may appear unsightly from
outside the Premises, and Tenant shall not cover or obstruct the sashes, sash
doors, skylights, windows and doors that reflect or admit light and air into the
public places in the Building.

     6. No Tenant shall have any property stored outside, except with the prior
consent of Landlord.

     7. All sidewalks, halls, passages, exits, entrances, elevators, lobbies and
stairways of the Building, if any, shall not be obstructed by any Tenant or used
by him for any purpose other than for ingress to and egress from his respective
Premises no shall any door be locked during normal business hours. No Tenant and
no employees or invitees of Tenant shall go upon the roof of the Building.

     8. Tenant shall not alter any lock nor install any new or additional locks
or any bolts on any door of the Premises, except with the prior consent of
Landlord, which consent shall not be unreasonably withheld.

     9. Tenant shall not overload the floor of the Premises or mark, drive
nails, screw or drill into the partitions, woodwork or plaster or in any way
deface the Premises or any part thereof.

     10. Tenant shall not use, keep or permit to be used or kept any foul or
noxious gas or substance in the Premises, or permit or suffer the Premises to be
occupied or used in a manner offensive or objectionable to Landlord or other
occupants of the Building by reason of noise, odors and/or vibrations, or
interfere in any way with other tenants or those having business therein, nor
shall any animals, fish or


                                      45

<PAGE>   46




birds, bicycles or other vehicles be brought in or kept in or about the Premises
or the Building. All bicycles shall be parked in areas designated by Landlord at
the Building.

     11. Tenant shall not use or keep in the Premises or the Building any
kerosene, gasoline or inflammable or combustible fluid or material, or use any
method of heating or air-conditioning other than that supplied by Landlord.

     12. No boring or cutting for wires will be allowed without the consent of
Landlord.

     13. Each Tenant, upon the termination of his tenancy, shall deliver to
Landlord the keys of offices, rooms and toilet rooms which shall have been
furnished Tenant or which Tenant shall have had made, and in the event of loss
of any keys so furnished, shall pay the Landlord therefor.

     14. Landlord reserves the right to exclude or expel from the Building any
person who, in the judgment of Landlord, is intoxicated or under the influence
of liquor or drugs, or who shall in any manner do any act in violation of any of
the Rules and Regulations of the Building.

     15. No vending machine or machines of any description shall be installed,
maintained or operated outside the Premises without the written consent of
Landlord.

     16. Tenant shall not disturb, solicit, or canvass any occupant of the
Building and shall cooperate to prevent same.

     17. Any permitted corrosive, flammable or other special wastes shall be
handled for disposal as directed by Landlord and strictly in accordance with all
applicable law.

     18. Tenant's use of the Common Areas shall be limited to access and parking
purposes and under no circumstances shall Tenant be permitted to store any goods
or equipment, conduct any operations or construct or place any improvements,
barriers or obstructions in the Common Areas, or otherwise adversely affect the
appearance thereof, without the prior consent of Landlord.

     19. Tenant agrees to handle and dispose of all rubbish, garbage, and waste
from Tenant's operations in accordance with regulations established by Landlord
and not permit the accumulation (unless in concealed metal containers), or
burning of any rubbish or garbage in, or about any part of the Building.

     20. Tenant shall not change (whether by alteration, replacement, rebuilding
or otherwise) the exterior color and/or architectural treatment of the Premises
or of the Building in which the same are located, or any part thereof.

     21. Tenant shall not use the plumbing facilities for any purpose other than
for which they were constructed, or dispose of any garbage or other foreign
substance therein, whether through the utilization of so-called "disposal" or
similar units, or otherwise.

     22. Tenant shall not subject any fixtures, furnishings or equipment in or
on the Premises and affixed to the realty, to any mortgages, liens, conditional
sales agreements or encumbrances.

     23. Tenant shall not install any awnings or curtains, blinds, shades or
screens in, on or outside the Premises which are visible to public view outside
the Premises.

     24. Tenant shall not permit window cleaning or other exterior maintenance
and janitorial services in and for the Premises to be performed except by such
person(s) as shall be approved by Landlord and except during reasonable hours
designated for such purposes by Landlord.

     25. Landlord reserves the right to make such other and further
nondiscriminatory Rules and Regulations as in its judgment may be necessary or
desirable for the safety, care and cleanliness of the Premises and the Building
and for the preservation of good order therein. Tenant agrees to abide by all


                                      46

<PAGE>   47




such Rules and Regulations hereinabove stated and any additional Rules and
Regulations which are adopted.

     26. Heating, lighting and plumbing: The Landlord or his agent should be
notified at once of any trouble with heating, lighting or plumbing fixtures.
Tenants must not leave doors of the Premises unlocked at night.

     27. All freight, furniture, etc. must be received and delivered through
entrances to the Building designated for such purpose unless otherwise
authorized by the Landlord, and only during such hours and in such elevators as
Landlord may reasonably determine from time to time.

     28. Nothing shall be thrown from or taken in through the windows, nor shall
anything be left outside the building on the window sills of the Premises.

     29. No person shall loiter in the halls, corridors or lavatories.

     30. The Landlord, its agents and employees shall have access at reasonable
times to perform their duties in the maintenance and operation of the Premises.

     31. No Tenant shall use any method of heating other than that provided for
in the Tenant's lease without the consent of the Landlord.

     32. Any damage caused to the Building or the Premises or to any person or
party herein as a result of any breach of any of the rules and regulations by
the Tenant shall be borne by the Tenant.

     33. Tenant will not store vehicles for extended periods of time in the
parking garage.

     34. Landlord reserves the right to inspect all objects and matter to be
brought into the Building and to exclude from the Building all objects and
matter which violate any of these Rules and Regulations or the Lease. Landlord
may require any person leaving the Building with any package or other object or
matter to submit a pass, listing such package or object or matter, from the
tenant from whose premises the package or object or matter is being removed, but
the establishment and enforcement of such requirement shall not impose any
responsibility on Landlord for the protection of any tenant against the removal
of property from the premises of such tenant. Landlord shall in no way be liable
to Tenant for damages or loss arising from the admission, exclusion or ejection
of any person to or from the Premises or the Building under the provisions of
this Rule or the following Rule.

     35. All persons entering and/or leaving the Building during hours other
than business hours may be required to sign a register. Landlord will notify
each tenant if Landlord elects to institute a pass system outside of regular
business hours.

     36. Tenant shall not occupy or permit any portion of the Premises to be
occupied as an office for a public stenographer or public typist, or for the
warehousing, manufacture or sale to the general public of beer, wine, liquor, or
drugs; for rendition of medical, dental or other diagnostic or therapeutic
services; as a barber, beauty or manicure shop; as an employment bureau; or for
the preparation, dispensing or consumption of food and beverages in any manner
not consistent with office use, unless specifically approved and agreed to in
writing by Landlord and only for the exclusive use of Tenant, its employees and
visitors. Tenant shall not use the Premises or any part thereof, or permit the
Premises or any part thereof to be used, for sale at retail or auction of
merchandise, goods or property of any kind, except for promotional purposes, or
for manufacturing, printing or electronic data processing, except for the
operation of normal business office reproducing or printing equipment and other
business machines for Tenant's own requirements at the Premises; provided that
such use shall not exceed that portion of the mechanical or electrical
capabilities of the Building equipment allocable to the Premises.

     37. Tenant shall not take or permit any action which would impair or
interfere with any of the Building services or the proper and economic heating,
cleaning, air conditioning or other servicing of


                                      47

<PAGE>   48




the Building or the Demised Premises, or impair or interfere with or tend to
impair or interfere with the use of any of the other areas of the Building by
occasion or discomfort, annoyance or inconvenience to, Landlord or any other
tenants or occupants of the Building. Tenant shall cooperate with Landlord in
obtaining maximum effectiveness of the cooling system and if requested by
Landlord shall lower and close drapes and curtains when the sun's rays fall
directly on the windows of the Premises.

     38. Tenant shall comply with such rules and regulations governing parking
as may be promulgated from time to time by Landlord, including, without
limitation, rules and regulations requiring the parking of vehicles in
designated spaces or areas or regarding the exclusion of other spaces or areas.

     39. If any governmental license or permit shall be required for the proper
and lawful conduct of Tenant's business in the Premises, or any part thereof,
and if failure to secure such license or permit would in any way affect
Landlord, then Tenant, at its expense, shall duly procure and thereafter
maintain such license or permit and submit the same inspection by Landlord.
Tenant shall at all times comply with the terms and conditions of each such
license or permit, and failure to procure and maintain same by Tenant shall not
affect Tenant's obligations hereunder.

     40. Business machines and mechanical equipment shall be placed and
maintained by Tenant at Tenant's expense, in such a manner as shall be
sufficient in Landlord's judgment to absorb and prevent vibration, noise and
annoyance.

     41. In the moving, delivery of receipt of safes, freight, furniture,
packages, boxes, crates, paper, office material, or any other matter or thing,
Tenant shall use and shall cause its employees and contractors and any others
making deliveries to the Premises to use hand trucks equipped with rubber tires,
side guards and such other safeguards as Landlord shall reasonably require. No
hand trucks shall be used in passenger elevators, and no such passenger
elevators shall be used for moving, delivery or receipt of the aforementioned
articles.


Landlord's Initials:_____________________  Tenant's Initials:___________________




                                      48

<PAGE>   49




                                    EXHIBIT D

                             CLEANING SPECIFICATIONS

                     35 NUTMEG DRIVE, TRUMBULL, CONNECTICUT


         LOBBY AND PUBLIC AREAS
<TABLE>
<CAPTION>
         DAILY:
         -----
         <S>      <C>

         1.       Pull all trash.  Replace liners as needed
         2.       Empty and clean all ashtrays
         3.       Spot wash all walls and doors
         4.       Vacuum all carpeting
         5.       Thoroughly clean all drinking fountains
         6.       Sweep all stairwells

         WEEKLY:
         ------

         1.       Sweep and wash all stairs and landings
         2.       Spot wash walls
         3.       Vacuum all treads
         4.       Dust rails and ledges
         5.       Wipe down fixed equipment such as fire extinguisher
         6.       Spot clean all carpeting*
         7.       Clean all glass in doors and partitions
         8.       Dust down all ledges
</TABLE>

         PERIODIC SPOT CLEANING

         The following list of items and components includes by example, but is
         not limited to items/components that require spot cleaning.
<TABLE>
         <S>      <C>

         *        Door hardware and accessories (including knobs, latches, push plate/bars, etc.)
         *        Wall/door partition surfaces (including glass in walls, doors and partitions)
         *        All moldings/framings
         *        Vents, grills/registers
         *        Telephones, disinfect all phone receivers
         *        Recessed fire equipment cabinets
         *        Light fixtures
         *        Lavatory fixtures
         *        Glass/mirrors

</TABLE>

*Carpet shampooing all common hallways, one time per year.

<TABLE>
         <S>      <C>
         *        Directory signage/panel frames
         *        Water coolers/fountains
         *        Elevator floor selector panels (metal polish to be used)

         OFFICE AREAS

         DAILY:
         -----

         1.       Pull all trash and replace liners if necessary
         2.       Empty ashtrays
         3.       Vacuum all carpeted areas

</TABLE>

                                      49


<PAGE>   50



<TABLE>
         <S>      <C>

         4.       Spot clean all walls, woodwork, doors and other surfaces
         5.       Sweep and spot wash all tile areas, if any

         WEEKLY:
         ------

         1.       Dust artificial plants, paintings, and other wall decorations
         2.       Clean all glass doors and partitions
         3.       Spot clean carpet*
         4.       Remove dust from all furniture, window ledges, radiators, and
                  coat racks providing areas are free of personal belongings,
                  paperwork, etc.
</TABLE>

*Carpet shampooing all common hallways, one time per year.

<TABLE>
<CAPTION>
         YEARLY:
         ------
         <S>      <C>

         1.       Clean all baseboards
         2.       Clean all vents
         3.       Clean both sides of exterior glass (window washing)

</TABLE>
         CONFERENCE ROOMS

         Follow office cleaning procedures
         Vacuum all upholstered furniture as necessary

         BATHROOMS

<TABLE>
<CAPTION>
         DAILY:
         -----
         <S>      <C>

         1.       Pull all trash.  Replace liners as needed
         2.       Replenish towel dispensers, soap dispensers and toilet paper dispensers
         3.       Clean and thoroughly sanitize all toilets, rents, sinks, and urinals
         4.       Spot wash all walls, doors and partitions, including all graffiti.
         5.       Thoroughly wash all floors and baseboards with disinfectant cleaner
         6.       Wipe down and clean all mirrors and bright work including stainless steel and chrome
                  plumbing fixtures.
         7.       Wash down all sinks and counters
         8.       Empty and wash all feminine napkin disposal cans
</TABLE>


         MONTHLY:   (Last Friday of every month)
         -------

         Dust down all pipes, vents, and high spots.

         Thoroughly wash down all walls, partitions, doors and other surfaces
         with disinfectant cleaner.

         SEMI-ANNUALLY:
         -------------

         Thoroughly machine scrub all floor surfaces to remove any build-up in
         grouting or edges.




                                      50

<PAGE>   51




                                    EXHIBIT E

                    DESCRIPTION OF TENANT'S SPECIAL EQUIPMENT

                     35 NUTMEG DRIVE, TRUMBULL, CONNECTICUT


     Tenant's Special Equipment will be in the range of the following:

     1.   One (1) 250 Diesel Generator Set rated 250KW standby 277/480 volts 3
          phase 60 Hertz

     2.   Three to Five (3-5) Split System Liebert or equivalent 10 Ton
          supplementary cooling units.

     The parties hereto acknowledge and agree that the exact specifications of
     the above listed Special Equipment are subject to modification by Tenant at
     Tenant's discretion.



                                      51

<PAGE>   52





                                  OFFICE LEASE


                                     Between


                     FAIRHAVEN INVESTORS LIMITED PARTNERSHIP
                                   (Landlord)



                                       and


                                  WILTEK, INC.
                                    (Tenant)






                                 35 Nutmeg Drive
                              Trumbull, Connecticut



                                 March 25, 1999






                                      52

<PAGE>   53



                                  OFFICE LEASE

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<C>            <S>                                                                <C>

SECTION 1      BASIC LEASE PROVISIONS............................................  1
Section 1.01   Project...........................................................  1
Section 1.02   Building..........................................................  1
Section 1.03   Premises..........................................................  1
Section 1.04   Use...............................................................  1
Section 1.05   Term..............................................................  1
Section 1.06   Annual Base Rent..................................................  1
Section 1.07   Security Deposit..................................................  1
Section 1.08   Tenant Share of Taxes and Operating Expenses......................  1
Section 1.09   Listing Broker....................................................  1

SECTION 2      PREMISES, PARKING AND COMMON AREAS................................  1
Section 2.01   Premises..........................................................  1
Section 2.02   Parking...........................................................  2
Section 2.03   Common Areas......................................................  2
Section 2.04   Common Areas - Rules and Regulations..............................  2
Section 2.05   Common Areas - Changes............................................  2

SECTION 3      TERM..............................................................  3
Section 3.01   Lease Term........................................................  3
Section 3.02   Rent Commencement Date............................................  3
Section 3.03   Tenant's Leasehold Improvements...................................  4
Section 3.04   Confirmatory Amendments...........................................  8

SECTION 4      RENT AND SECURITY.................................................  8
</TABLE>


                                      53

<PAGE>   54
<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<C>            <S>                                                                <C>
Section 4.01   Annual Base Rent..................................................  8
Section 4.02   Additional Rent...................................................  8
Section 4.03   Place of Payment..................................................  9
Section 4.04   Terms of Payment..................................................  9
Section 4.05   Late Charges; Interest............................................  9
Section 4.06   Security Deposit..................................................  9

SECTION 5      ADDITIONAL RENT FOR REAL ESTATE TAXES AND OPERATING EXPENSES...... 11

Section 5.01   Net Lease......................................................... 11
Section 5.02   Definitions....................................................... 11
Section 5.03   Payment of Additional Rent........................................ 14
Section 5.04   Payment of Electric Expense....................................... 14
Section 5.05   Landlord's Statements and Tenant's Inspection Rights.............. 15
Section 5.06   Additional Rent Adjustments....................................... 16
Section 5.07   Personal Property Taxes........................................... 17

SECTION 6      SERVICES AND UTILITIES............................................ 17
Section 6.01   Services.......................................................... 17
Section 6.02   Additional Services............................................... 18
Section 6.03   Excessive Current................................................. 18
Section 6.04   Utility Additions................................................. 19
Section 6.05   Landlord's Access................................................. 19
Section 6.06   Interruption of Services.......................................... 19
Section 6.07   Easements......................................................... 20

SECTION 7      CONDUCT OF BUSINESS BY TENANT..................................... 20

Section 7.01   Permitted Use..................................................... 20
</TABLE>

                                      54

<PAGE>   55
<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<C>            <S>                                                                <C>
Section 7.02   Signage........................................................... 20
Section 7.03   Compliance With Legal and Insurance Requirements.................. 20
Section 7.04   Americans with Disabilities Act................................... 21
Section 7.05   Hazardous Materials............................................... 22
Section 7.06   Tenant's Failure to Maintain...................................... 24

SECTION 8      MAINTENANCE, REPAIRS, ALTERATIONS AND ADDITIONS................... 24
Section 8.01   Maintenance and Repair - Landlord's Obligations................... 24
Section 8.02   Maintenance and Repair - Tenant's Obligations..................... 24
Section 8.03   Alterations....................................................... 25
Section 8.04   No Liens.......................................................... 26
Section 8.05   Tenant's Property................................................. 26
Section 8.06   Ownership and Removal............................................. 27
Section 8.07   Surrender......................................................... 27
Section 8.08   Holdover Tenancy.................................................. 27

SECTION 9      INSURANCE......................................................... 28
Section 9.01   Tenant's Insurance................................................ 28
Section 9.02   Delivery of Policies.............................................. 28
Section 9.03   Increased Insurance Risk.......................................... 29
Section 9.04   Landlord's Insurance.............................................. 29
Section 9.05   Waiver of Claims.................................................. 30
Section 9.06   Limitation on Landlord's Liability................................ 30
Section 9.07   Indemnities....................................................... 30


</TABLE>

                                      55

<PAGE>   56

<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<C>            <S>                                                                <C>
SECTION 10     CASUALTY..........................................................  31
Section 10.01  Damage or Destruction.............................................  31
Section 10.02  Abatement of Rent.................................................  32
Section 10.03  Events of Termination.............................................  32
Section 10.04  Insurance Proceeds Upon Termination...............................  32
Section 10.05  Scope of Landlord's Repairs.......................................  32

SECTION 11     CONDEMNATION......................................................  33
Section 11.01  Entire Condemnation...............................................  33
Section 11.02  Partial Condemnation..............................................  33
Section 11.03  Proration.........................................................  33
Section 11.04  Temporary Taking..................................................  33
Section 11.05  Condemnation Awards...............................................  34

SECTION 12     ASSIGNMENT AND SUBLETTING.........................................  34
Section 12.01  Landlord's Consent Required.......................................  34
Section 12.02  Restriction on Transfer...........................................  34
Section 12.03  Landlord's Options................................................  34
Section 12.04  Additional Conditions.............................................  35
Section 12.05  Transfer Profit...................................................  36
Section 12.06  Permitted Controlled Transfers....................................  36
Section 12.07  No Release of Tenant..............................................  36
Section 12.08  Assumption of Obligations.........................................  37
Section 12.09  Material Inducement...............................................  37

SECTION 13     DEFAULTS AND REMEDIES.............................................  37
Section 13.01  Events of Default.................................................  37


</TABLE>

                                      56

<PAGE>   57
<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<C>            <S>                                                                <C>
Section 13.02  Remedies..........................................................  38
Section 13.03  Landlord's Right to Cure Defaults.................................  41
Section 13.04  No Accord and Satisfaction........................................  41
Section 13.05  Default by Landlord...............................................  41
Section 13.06  Indirect Damages..................................................  41
Section 13.07  Waivers...........................................................  42
Section 13.08  Claims in Bankruptcy..............................................  42

SECTION 14     NONDISTURBANCE AND RIGHTS OF MORTGAGE HOLDERS.....................  43
Section 14.01  Subordination.....................................................  43
Section 14.02  Notices...........................................................  43
Section 14.03  Estoppel Certificates.............................................  44
Section 14.04  Quiet Enjoyment...................................................  44

SECTION 15     NOTICES...........................................................  44
Section 15.01  Manner of Notice..................................................  44

SECTION 16     MISCELLANEOUS.....................................................  45
Section 16.01  Authority.........................................................  45
Section 16.02  Submission........................................................  45
Section 16.03  Building Name.....................................................  45
Section 16.04  Notice of Lease...................................................  45
Section 16.05  No Partnership....................................................  45
Section 16.06  Tenant's Financial Statements.....................................  45
Section 16.07  Joint and Several.................................................  46
Section 16.08  Survival..........................................................  46
Section 16.09  Brokers' Fee......................................................  46

</TABLE>


                                      57


<PAGE>   58

<TABLE>
<CAPTION>

                                                                                  PAGE
                                                                                  ----
<C>            <S>                                                                <C>
Section 16.10  Attorney's Fees...................................................  46
Section 16.11  Landlord's Liability..............................................  46
Section 16.12  Time of Essence...................................................  47
Section 16.13  Force Majeure.....................................................  47
Section 16.14  Interpretation....................................................  47
Section 16.15  No Merger.........................................................  47
Section 16.16  Severability......................................................  48
Section 16.17  No Waiver.........................................................  48
Section 16.18  Multiple Options..................................................  48
Section 16.19  Governing Law.....................................................  48
Section 16.20  Bind and Inure....................................................  48
Section 16.21  Entire Agreement..................................................  48
</TABLE>


                                LIST OF EXHIBITS

Exhibit A  Legal Description of Project
Exhibit B  Premises
Exhibit C  Rules and Regulations
Exhibit D  Cleaning Specifications
Exhibit E  Description of Tenant's Special Equipment
Exhibit F  Letter of Credit



                                      -58-