EXHIBIT 10(CC)

      RIDER #1 TO LEASE DATED NOVEMBER 5, 1996 BY AND BETWEEN TOLLAND
ENTERPRISES, OF 183 PRESTIGE PARK ROAD, EAST HARTFORD, CONNECTICUT 06108
("LANDLORD") AND FARMSTEAD TELEPHONE GROUP, INC., HAVING A MAILING ADDRESS
AT 22 PRESTIGE PARK CIRCLE, EAST HARTFORD, CONNECTICUT 06108 ("TENANT"),
ATTACHED AS OF MAY 27, 1999.

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      WHEREAS, Landlord and the Tenant entered into a Lease dated November
5, 1996 (the "Lease") with respect to the Tenant's present premises (the
"Premises") at 22 Prestige Park Circle, East Hartford, CT 06108: and

      WHEREAS, for valuable consideration the receipt and sufficiency of
which the Parties hereby acknowledge, the Parties desire to attach thereto
a RIDER #1 whereby a space defined herein shall be added to said Lease on
the terms specified herein and in the Lease.

      1.   The premises in the Lease shall be increased by 15,137 square
           feet ("Rider #1 Space") as shown on Exhibit A-1 attached hereto-
           adding 672 Tolland Street, East Hartford, CT, for the period
           August 19, 1999 or upon delivery to December 31, 2004 (the Rider
           #1 Space Period").

      2.   The minimum rent for the Rider #1 Space shall be at the annual
           rate as follows commencing upon delivery.

                 $4.47 PSF;    $5,638.53 Month;    $67,662.39 Year

      3.   The Tenant's proportionate share for the Rider #1 Space shall
           be:

                 Real Estate Taxes:     27.45%
                 Snowplowing:           35.26%
                 CAM:                  100.00%
                 Insurance:            100.00%

      4.   The Security Deposit specified in Section 1.2 of the Lease shall
           be increased by the sum of "$2,500.00" to be paid upon execution
           hereof.

      5.   The Rider #1 Space will be delivered to and taken by Tenant in
           its "as is" condition, except as specified on Exhibit B attached
           hereto.  Landlord shall perform improvements as specified on
           Exhibit B for the Rider #1 Space at the Tenant's request in the
           amount of $62,875.00 of which $31,025.00 will be Tenant's
           maximum cost amortized over the initial Term of the Lease for
           the Premises covered by this Rider #1 at an interest rate of
           eight and one half percent (8.50%).

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      6.   Provided the Tenant has performed all its obligations hereunder
           or cured any default and is not in default; Tenant shall have
           one (1) option to extend the Term for the Premises covered by
           this Rider #1 for a further period of three (3) years and no
           months provided however, that Tenant shall give Landlord notice
           of its intention to extend not less than six (6) months prior to
           the expiration of the original Term of this Lease.  Said notice
           shall be effective only if given in the timely manner described
           (time being of the essence in relation to said notice) and
           provided Tenant is not in default under the Lease on the date of
           the notice nor on the date the original Term of the Lease is
           scheduled to expire.  Such extended term shall be subject to all
           of the agreements, covenants and conditions set forth in this
           Lease except for further Options to Extend, as to which there
           shall be one.  The rental rate for the extended term shall be
           $4.47 per SF NNN, $67,662.39 per year, $5,638.53 per month.

      7.   Provided the Tenant has performed all its obligations hereunder
           or cured any default and is not in default and further provided
           Tenant has validly exercised its First Option to extend, Tenant
           shall have one (1) option to extend the term for the Premises
           covered by this Rider #1 for a further period of three (3) years
           and no months provided, however, that Tenant shall give Landlord
           written notice of its intention to extend not less than six (6)
           months prior to the Expiration of the original term of this
           Lease as extended by the First Option to Extend.  Said notice
           shall be effective only if given in the timely manner described
           (time being of the essence in relation to said notice) and
           provided Tenant is not in default under the Lease on the date of
           the notice nor on the date the original term of the Lease is
           scheduled to expire as extended by the First Option to Extend.
           Such extended term shall be subject to all of the agreements,
           covenants and conditions set forth in this Lease except for (i)
           the Minimum Rent payable pursuant to Article III hereof which
           shall be as set forth hereinafter, and except for (ii) further
           Options to Extend, as to which there shall be none.  It is
           agreed and understood that the annual Minimum Rent for the
           extended period shall be equal to $4.74 per SF NNN, $71,749.38
           per year, $5,979.12 per month, as of the commencement date of
           the extended term hereof.

      Submission of this instrument for examination or signature is without
prejudice and does not constitute a reservation or option and it is not
effective until execution and delivery by both Landlord and Tenant.

      THIS document contains all of the agreements of the Parties with
respect to the subject matter thereof and supersedes all prior dealings
between them with respect to such subject matters.

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      IN WITNESS WHEREOF, the parties hereto have set their hands and seals
in three counterpart copies, each of which counterpart copy shall be deemed
an original for all purposes, as of the date and year first written above.


WITNESS:                               LANDLORD:
                                       TOLLAND ENTERPRISES,
                                       a Connecticut general partnership


_________________________________      BY: ________________________________



                                       TENANT:

                                       FARMSTEAD TELEPHONE GROUP, INC.,
                                       a Delaware corporation




_________________________________      BY: ________________________________

                                       Taxpayer ID No. ____________________

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