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                             AGREEMENT OF LEASE

                                   Between




                              GOODWIN SQUARE LLC


                                 as Landlord

                                     and

                                TENERA, INC.

                                  as Tenant





                        Dated as of November 18, 1996





                               Goodwin Square
                            Hartford, Connecticut
                                    06103




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<PAGE>
                                    LEASE

     AGREEMENT OF LEASE made as of the date hereinafter set forth is by and 
between GOODWIN SQUARE LLC, a Connecticut limited partnership, having an 
office at 555 Long Wharf Drive, New Haven, Connecticut ("LANDLORD") and the 
tenant named below ("TENANT").

                                 ARTICLE ONE
                              PREMISES AND TERM

     Landlord hereby leases to Tenant and Tenant hereby hires from Landlord 
for the Term as defined below, the Premises together with the right to use, in 
common with others, all Common Elements of the Building, subject to the 
provisions of this Lease hereinafter set forth.

     TO HAVE AND TO HOLD unto Tenant, for the Lease Term commencing on the 
Commencement Date and ending, unless sooner terminated, on the Expiration 
Date.

     YIELDING AND PAYING the Rent subject to all the terms, covenants and 
conditions hereinbefore and hereinafter set forth.

                                 ARTICLE TWO
                         BASIC TERMS AND DEFINITIONS

     SECTION 2.01  BASIC TERMS.  The following terms shall have the meanings 
ascribed to them below except where the context otherwise requires:

     (a)     "ADDRESS OF LANDLORD" is c/o Fusco Management Company, LLC., 555 
Long Wharf Drive, New Haven, Connecticut 06511.

     (b)     "ADDRESS OF TENANT" is One Market Spear Tower, Suite 1850, San 
Francisco, California 94105-1018, if prior to the Commencement Date and 
Goodwin Square, 225 Asylum Street, Hartford, Connecticut 06103, if after the 
Commencement Date.

     (c)     "BASE RENT" shall be for each Lease Year an amount equal to the 
Gross Rentable Area of the Premises multiplied by the rental rate per square 
foot of Gross Rentable Area as follows:

      PERIOD        |    RATE/S.F.    |      MONTHLY     |    YEARLY RATE    
   -----------------|-----------------|------------------|-------------------
      Entire Term   |     $18.00      |     $7,977.00    |    $95,724.00     

     (d)     "BROKER" shall be Cushman & Wakefield of Connecticut, Inc. and 
McCarthy O'Callaghan and Co., Inc.

     (e)     "COMMENCEMENT DATE" shall be December 1, 1996.




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                                     -2-

     (f)     "EXPIRATION DATE" shall mean (unless this Lease expires or is 
terminated pursuant to the terms of this Lease or by law at any earlier date), 
the last day of the calendar month which immediately precedes the forty-third 
(43rd) month after the Commencement Date, or May 31, 2000.

     (g)     "LANDLORD" is Goodwin Square LLC.

     (h)     "LEASE TERM" or "TERM" shall mean the period from the 
Commencement Date to the Expiration Date.  The Term may be composed of the 
initial period of this Lease (the "INITIAL TERM") and may include any Renewal 
Term, if applicable ("RENEWAL TERM").

     (i)     "PARKING SPACES" shall mean one parking space within the 
Building's "GARAGE SPACE," as such term is defined in Section 2.02 below, for 
each full 1,000 square feet of Gross Rentable Area in the Premises (i.e., five 
spaces for the initial Gross Rentable Area).  Parking Spaces will be provided 
on an unreserved basis at the current monthly market rental rates for parking 
spaces in such parking facilities, which rates may change from time to time.

     (j)     "PERMITTED USE" shall mean use of the Premises as commercial 
office space for the conduct of Tenant's business.

     (k)     "PREMISES" shall mean the commercial office space located on the 
15th floor of the Building and deemed to contain 5,318 square feet of Gross 
Rentable Area and shown without cross-hatching on the space plan attached 
hereto and incorporated by reference as EXHIBIT A.

     (l)     "SECURITY DEPOSIT" shall have the meaning ascribed to it in 
Section 2.5.

     (m)     "TENANT" is Tenera, Inc., a corporation organized under the laws 
of the State of Delaware.

     (n)     "TENANT OCCUPANCY RELATED OPERATING EXPENSES" shall mean the 
items of Operating Expenses listed in subparagraphs (iii), (vi), (viii) and 
(xii) of Section 5.03.

     (o)     "TENANT'S PROPORTIONATE SHARE" shall be that fraction, the 
numerator of which is the Gross Rentable Area of the Premises (which is 5,318 
s.f. as of the date hereof), as such may be increased by Tenant's lease of 
additional space, and the denominator of which is (i) with respect to Tenant 
Occupancy Related Operating Expenses, the Gross Rentable Area in the Building 
then occupied and (ii) with respect to all other Operating Expenses, the 
greater of (a) the gross rentable square feet in the Building then occupied 
and (b) ninety-five percent (95%) of the total gross rentable square feet of 
floor space in Landlord's Building, which for purposes hereof is deemed to be 
331,738.  Tenant's Proportionate Share is subject to adjustment as set forth 
in Section 2.02(h).



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                                     -3-

     SECTION 2.02  DEFINITIONS.  The following additional terms shall have the 
meanings ascribed to them below:

     (a)     "ADDITIONAL RENT" shall mean the amounts due and payable to 
Landlord as provided in Section 5.02, together with any other amounts under 
this Lease described as Additional Rent, which amounts shall be due and 
payable to Landlord upon demand, unless otherwise provided.

     (b)     "AFTER HOURS" shall mean any periods of time not within Business 
Hours of Business Days.

     (c)     "BUILDING" shall mean the thirty (30) story, mixed-use 
office/hotel/retail building containing approximately 331,738 square feet of 
Gross Rentable Area built upon a parcel of land located in the block bounded 
by Pearl Street, Ann Street, Asylum Street and Haynes Street, all in the City 
of Hartford and State of Connecticut.

     (d)     "BUSINESS DAYS" shall mean Monday through Saturday of each 
calendar week exclusive of the following holidays:  New Year's Day; Memorial 
Day; Independence Day; Labor Day; Thanksgiving Day; Christmas Day.

     (e)     "BUSINESS HOURS" shall mean 8:00 a.m. to 6:00 p.m. of each 
Business Day and 7:00 a.m. to 1:00 p.m. on Saturdays.

     (f)     "COMMON ELEMENTS" shall mean the atriums, hallways, corridors, 
washrooms, lobbies, sidewalks, plazas, stairways, elevators and other public 
portions of the Building.

     (g)     "EVENT OF DEFAULT" shall have the meaning ascribed to it in 
Section 17.01.

     (h)     "FULLY OCCUPIED" shall mean the Building has been leased at the 
Minimum Percentage Level; provided, if more of the Building's Gross Rentable 
Area has been leased, the actual larger percentage will represent "Fully 
Occupied."

     (i)     "GARAGE SPACE" shall mean the parking area containing a total of 
302 covered parking spaces located within the Building.

     (j)     "GOVERNMENTAL AUTHORITY" shall mean the government of the United 
States, the State of Connecticut, the Town in which the Premises are located 
and any other governmental entity exercising authority or jurisdiction over 
the Building or the Premises.

     (k)     "GROSS RENTABLE AREA" shall have the meaning ascribed to it in 
Section 2.03.

     (l)     "IMPOSITIONS" shall have the meaning ascribed to it in Section 
5.04.

     (m)     "LAND" shall mean that piece or parcel of real property described 
in EXHIBIT B attached hereto.



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                                     -4-

     (n)     "LEASE" shall mean this instrument.

     (o)     "LEASE YEAR" shall mean the period commencing on the Commencement 
Date and ending on the last day of the calendar month in which occurs the 
first anniversary of the Commencement Date; and each succeeding twelve (12) 
month period thereafter.

     (p)     "MINIMUM PERCENTAGE LEVEL" shall mean that 95% of the Gross 
Rentable Area of the Building is leased.

     (q)     "OPERATING EXPENSES" shall have the meaning ascribed to it in 
Section 5.03.

     (r)     "OPERATING STATEMENT" shall have the meaning ascribed to it in 
Section 5.05.

     (s)     "OPERATING YEAR" shall be the calendar year.

     (t)     "RENT" shall mean the sum of Base Rent and Additional Rent as 
provided herein.

     (u)     "RULES AND REGULATIONS" shall mean those Rules and Regulations 
attached as EXHIBIT D as Landlord may hereafter at any time, and from time to 
time, promulgate and provide written notice thereof to Tenant, which, in 
Landlord's sole discretion, shall be necessary or desirable for: (i) the 
reputation, safety, care or appearance of the Building, (ii) the preservation 
of good order therein, (iii) the operation or maintenance of the Building, or 
the equipment contained therein or (iv) the comfort of tenants or other 
occupants in the Building.

     (v)     "SUPERIOR LEASE" and "SUPERIOR MORTGAGE" shall have the meanings 
ascribed to them in Section 22.01.

     (w)     "SUPERIOR LESSOR" and "SUPERIOR MORTGAGEE" shall have the 
meanings ascribed to them in Section 22.01.

     (x)     "TENANT IMPROVEMENTS" shall have the meaning ascribed to it in 
Article Nine (and may refer to the original Tenant Improvements to be 
constructed as part of Landlord's Work or other improvements constructed by 
Tenant pursuant to the provisions of Section 9.02, if any).

     (y)     "TENANT'S PROPERTY" shall have the meaning ascribed to it in 
Section 14.01.

     SECTION 2.03  CALCULATION OF GROSS RENTABLE AREA.  The calculation of 
Gross Rentable Area ("GRA") for the Premises is based upon the actual 
dimensions of the Premises in accordance with the current standards 
consistently applied within the Building for similar space.

     SECTION 2.04  RIGHT OF FIRST OFFER.  Provided that Tenant is then not in 
default hereunder and is then occupying space in the Building under this 
Lease, if at any time during the Term Landlord has made or intends to make a 
proposal to lease any space on the 15th floor of the Building which is 
contiguous to the Premises (the "EXPANSION SPACE"), Landlord will notify 



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                                     -5-

Tenant in writing of such fact (the "LANDLORD NOTIFICATION"), and Tenant shall 
have the right (the "RIGHT OF FIRST OFFER"), subject to any then existing 
rights of other tenants (regardless of when granted), to be exercised in 
writing to Landlord (the "TENANT RESPONSE") within 15 days after receiving 
such notification from Landlord (the "NOTIFICATION PERIOD"), to lease all, but 
not part, of the Expansion Space, to be leased by Tenant from the date that 
Landlord and Tenant shall have executed a definitive agreement with respect 
thereto (which shall in no event be more than 30 days from the date of the 
Tenant Response) to the last day of the Term, as the same may have been 
extended.  If Tenant chooses not to exercise the Right of First Offer, then 
upon the expiration of the Notification Period, Landlord shall have the right 
to lease the Expansion Space to any party and on any terms.

If Tenant leases the Expansion Space pursuant to this section, such space 
shall be leased upon all the covenants, agreements, terms, provisions and 
conditions set forth in this Lease (except for such covenants, agreements, 
terms, provisions and conditions of this Lease as shall be clearly 
inapplicable or irrelevant).

                                ARTICLE THREE
                         COMMENCEMENT OF LEASE TERM

     SECTION 3.01  COMMENCEMENT.  The Term shall commence on the Commencement 
Date and shall expire and come to a complete end on the Expiration Date as 
those dates are more particularly set forth in Section 2.01.

     SECTION 3.02  DELAY.  Notwithstanding anything contained in Section 3.01 
to the contrary, if Landlord shall be unable to deliver possession of the 
Premises on the Commencement Date by reason of the fact that the Premises are 
not ready for occupancy, or for any other reason, Landlord shall not be 
subject to any liability for its failure to deliver possession on the 
Commencement Date.  If repairs, improvements or decorations of the Premises 
are to be made by Landlord and are not completed on or before the Commencement 
Date, Landlord shall not be subject to any liability for any delay in such 
completion.  No such failure to deliver possession on the Commencement Date or 
failure to complete the Premises on the Commencement Date shall affect the 
validity of this Lease or the obligations of Tenant hereunder.  
Notwithstanding anything herein to the contrary, in no event shall Tenant be 
required to pay Rent prior to the date that the Premises are ready for 
occupancy.

     SECTION 3.03  RENEWAL TERM.  Provided Tenant shall not then be in default 
under the terms of this Lease, Tenant shall have the right to extend the Term 
of this Lease for one additional period of three (3) years (the "RENEWAL 
TERM").  Any such exercise must be made by Tenant giving written notice 
thereof to Landlord not less than nine months prior to the expiration of the 
original Term.  This Lease shall be extended for the Renewal Term upon all the 
covenants, agreements, terms, provisions and conditions set forth in this 
Lease (except for such covenants, agreements, terms, provisions and conditions 
of this Lease as shall be clearly inapplicable or irrelevant or as provided 
below).  During the Renewal Term, the Base Rent for the Premises shall be 
equal to the fair rental value for the Premises during the Renewal Term, after 
giving consideration to Tenant's size and credit rating, but in no event less 
than the rent payable 



<PAGE>
                                     -6-

hereunder on the last day of the original Term.  For purposes of the 
foregoing, "fair rental value" shall be the value agreed upon by Landlord and 
Tenant, which agreement shall be in writing, by letter or otherwise, signed by 
both parties at least six (6) months in advance of commencement of the Renewal 
Term.  If the parties fail to agree upon the fair rental value by such time, 
the matter shall be submitted for the written appraisal of a licensed real 
estate appraiser, as selected and agreed upon by the parties.  In the event 
the parties fail to agree upon a real estate appraiser, Landlord shall select 
an independent real estate appraiser of its choice, Tenant shall select an 
independent real estate appraiser of its choice and, if the two appraisers 
cannot agree upon an appraisal, the two appraisers so selected shall select a 
third independent real estate appraiser.  All such real estate appraisers 
shall have an M.A.I. designation.  The appraisers selected shall, by a 
majority vote, determine the fair rental value for Base Rent purposes.  The 
rental value as determined shall be binding on the parties hereto.  Any such 
appraisal shall be completed and fair rental value set at least four (4) 
months prior to commencement of the Renewal Term.

                                ARTICLE FOUR
                                     USE

     SECTION 4.01  PERMITTED USE.  Tenant shall use and occupy the Premises 
only for its Permitted Use.  Tenant shall not violate the Rules and 
Regulations set forth in EXHIBIT D annexed hereto.

     SECTION 4.02  GOVERNMENTAL MATTERS.  If any governmental license or 
permit, other than a certificate of occupancy shall be required for the proper 
and lawful conduct of Tenant's business in the Premises or any part thereof, 
Tenant, at its expense, shall duly procure and thereafter maintain such 
license or permit and submit the same to Landlord for inspection.  Tenant 
shall at all times comply with the terms and conditions of each such license 
and permit.

     SECTION 4.03  TENANT'S RESPONSIBILITY.  Tenant shall not at any time use 
or occupy, or suffer or permit anyone to use or occupy, the Premises, or do or 
permit anything to be done in the Premises, in any manner (a) which violates 
the certificate of occupancy for the Premises or for the Building; (b) which 
causes or is liable to cause injury to the Building or any equipment, 
facilities or systems therein; (c) which constitutes a violation of any 
applicable laws and requirements of any Governmental Authority or the 
requirements of insurance bodies; (d) which impairs or tends to impair the 
character, reputation or appearance of the Building as a first-class office 
building; (e) which impairs or tends to impair the proper and economic 
maintenance, operation and repair of the Building and/or its equipment, 
facilities or systems; or (f) which annoys or inconveniences or tends to annoy 
or inconvenience other tenants or occupants of the Building.

     SECTION 4.04  LOAD.  Tenant shall not place a load upon any floor of the 
Premises which exceeds the live load per square foot which such floor was 
designed to carry and which is allowed by law.  The permitted live load per 
square foot of Gross Rentable Area is 100 lbs.



<PAGE>
                                     -7-

     SECTION 4.05  NOISE OR VIBRATION.  Business machines and mechanical 
equipment belonging to Tenant which cause noise or vibration that may be 
transmitted to the structure of the Building or to the Premises to such a 
degree as to be objectionable to Landlord shall be placed and maintained by 
the party owning the machines or equipment at such party's expense, in such a 
manner as to eliminate noise or vibration.  In the event of any violation, 
Tenant shall be obligated to make such repairs to the Premises and Building 
resulting therefrom and to take all steps reasonably necessary to eliminate 
such noise or vibration.

     SECTION 4.06  ACCESS TO PREMISES.  Tenant shall have unrestricted access 
to the Premises via the first floor atrium.  Landlord shall keep the atrium 
free from unreasonable obstructions; provided however, that the atrium may be 
used for receptions and similar events, which Landlord agrees shall not 
unreasonably interfere with Tenant's access to the Premises through the 
atrium.

                                ARTICLE FIVE
                                    RENT

     SECTION 5.01  BASE RENT.  Commencing sixty days following the 
Commencement Date and continuing throughout the Lease Term, Tenant covenants 
and agrees to pay to Landlord a Base Rent at the annual rate set forth in 
Section 2.01, payable in equal monthly installments in advance as provided in 
Section 2.01 which shall be due and payable on the first day of each calendar 
month during the Lease Term at the office of Landlord set forth herein or at 
such other place as Landlord may designate without any set-off or deduction 
whatsoever except as shall be expressly provided herein to the contrary.  In 
the event that such date for commencement of rent shall be a date other than 
the first day of a calendar month, Tenant shall pay to Landlord on the such 
date an amount equal to such proportion of an equal monthly installment of 
Base Rent as the number of days from and including said date bears to the 
total number of days in said calendar month, and said payment shall represent 
pro rata Base Rent to the end of such calendar month.

     SECTION 5.02  OPERATING EXPENSES AS ADDITIONAL RENT.  Commencing January 
1, 1998, Tenant shall pay, as Additional Rent, with each installment of Base 
Rent, one twelfth (1/12) of Tenant's Proportionate Share of the Escalation 
Amount of the Building's Operating Expenses for each Operating Year. For 
purposes hereof, "ESCALATION AMOUNT" in any Lease Year during the Term 
(including any Renewal Term) means the amount by which Operating Expenses of 
the Building for such Operating Year exceed the Operating Expenses of the 
Building for the Operating Year from January 1, 1997 through December 31, 
1997. Such payment will be based upon Landlord's estimate of the Building's 
Operating Expenses for each Operating Year, which estimate will be based upon 
Landlord's reasonable projection of the cost of Operating Expenses for the 
period in question.  Payments due hereunder may be subject to adjustments as 
provided in Section 5.05.

     SECTION 5.03  OPERATING EXPENSES.  For purposes of this Article, the term 
"OPERATING EXPENSES" shall mean the sum of (a) Impositions (as defined in 
Section 5.04 below) and (b) all expenses paid or incurred by Landlord or on 
Landlord's behalf in respect of the repair, maintenance and operation of the 
Building, the Land and the curbs, sidewalks and atriums 



<PAGE>
                                     -8-

adjoining the same, including, without limitation (i) salaries, wages, 
medical, surgical, union and general welfare benefits (including, without 
limitation, group life insurance) and pension payments of employees of 
Landlord engaged in the repair, operation and maintenance of the Building; 
(ii) payroll taxes, workmen's compensation, uniforms and related expenses for 
employees; (iii) the cost of all charges for gas, steam, electricity 
(determined as if Tenant's Proportionate Share of the Building's electrical 
service was separately metered to Tenant with respect to the Premises at the 
electrical utility's current rates for such service), any alternate source of 
energy, heat, ventilation, air-conditioning, water and other utilities 
furnished to the Building (including, without limitation, the Common 
Elements), together with any taxes on such utilities; (iv) the cost of 
painting; (v) the cost of all charges for rent, casualty, liability and 
fidelity insurance with regard to the Building and the maintenance and/or 
operation thereof; (vi) the cost of the purchase or rental of all supplies 
(including, without limitation, cleaning supplies), tools, materials and 
equipment, and sales and other taxes thereon; (vii) depreciation of hand tools 
and other movable equipment used in the repair, maintenance or operation of 
the Building; (viii) the cost of all charges for window and other cleaning and 
janitorial and security services, plant and landscaping service, plantings and 
replantings, elevator maintenance and repair, ice and snow removal and trash 
removal; (ix) charges of independent contractors; (x) repairs and replacements 
made by Landlord at its expense; (xi) alterations and improvements to the 
Building made by reason of the laws and requirements of any public authorities 
or the requirements of insurance bodies; (xii) a management fee equal to the 
greater of five (5%) percent of the gross income derived from the Building or 
the amount which is not in excess of the then prevailing rates for management 
fees of other first class office buildings in the City of Hartford, 
Connecticut; (xiii) that portion of the cost of any capital expenditures for 
repair or replacement of any Building element (which expenses are not 
chargeable to Operating Expenses under any other clause of this Section and 
which would be capitalized under Landlord's method of accounting) allocated to 
that Operating Year by dividing the amount of the expenditure by the useful 
life (as reasonable estimated by Landlord) of such capital expenditure; (xiv) 
reasonable legal, accounting and other professional fees incurred in 
connection with the operation, maintenance and management of the Building, and 
(xv) all other charges properly allocable to the repair, operation and 
maintenance of the Building in accordance with generally accepted accounting 
principles; EXCLUDING, HOWEVER, (1) an allowance for depreciation on the 
Building, (2) interest on and amortization of debts, (3) leasehold 
improvements, (4) brokerage commissions and advertising expenses for procuring 
new tenants of the Building, (5) refinancing costs, (6) the cost of any item 
included in Operating Expenses under clauses (i)-(xv) to the extent that such 
cost is reimbursed by an insurance company, a condemning authority, a tenant 
or any other party, but if at the time Operating Expenses are determined for 
an Operating Year such reimbursement has not been made, such cost may be 
included in Operating Expenses and an adjustment shall be made when and if 
such reimbursement is actually received by Landlord.

     SECTION 5.04  IMPOSITIONS.  As utilized herein "IMPOSITIONS" shall mean 
all taxes (including personal property taxes, if any) assessments, water and 
sewer rents, rates and charges, charges for public utilities, excises, levies, 
license and permit fees and other governmental charges, general and special, 
ordinary and extraordinary, foreseen and unforeseen, of any kind and nature 
whatsoever which at any time during the Term hereof may be assessed, levied, 
confirmed, imposed upon, or become due and payable out of or in respect of, or 
become a lien 



<PAGE>
                                     -9-

on, the Land or Building or any part thereof or any appurtenances thereto, any 
use or occupation of the Land or Building (including sales taxes on lease 
payments) or such franchises as may be appurtenant to the use of the Land or 
Building; provided, however, that, nothing herein contained shall require 
Tenant to pay municipal, state or federal income taxes assessed against 
Landlord, municipal, state or federal capital levy, estate, succession, 
inheritance or transfer taxes of Landlord, or corporation franchise taxes 
imposed upon any corporate owner of the Land; provided further, however, that 
if at any time during the Term the methods of taxation prevailing at the 
execution date of this Lease shall be altered so as to cause the whole or any 
part of the taxes, assessments, or other Impositions or charges now levied, 
assessed or imposed on the Land and the Building thereon, in lieu thereof, to 
be levied, assessed and imposed, wholly or partially as a capital levy, or 
otherwise, on the rents received therefrom, or if any such tax, assessment, 
levy (including but not limited to any municipal, county, state or federal 
levy), Imposition or charge, or any part thereof, shall be measured by or be 
based in whole or in part upon the Land and Building and shall be imposed upon 
Landlord in lieu of the methods of taxation prevailing at the date of the 
execution of this Lease, then all such taxes, assessments, levies, Impositions 
or charges, or the part thereof to the extent that they are so measured or 
based, shall be deemed to be included within the term Impositions for the 
purposes hereof.

     SECTION 5.05  OPERATING STATEMENT.  Within one hundred twenty (120) days 
after the expiration of each Operating Year, Landlord shall furnish to Tenant 
for such Operating Year an Operating Statement setting forth Landlord's 
computation of the sum payable by Tenant under Section 5.02 for a specified 
Operating Year.  If the Operating Statement shall show that any sums paid by 
Tenant under Section 5.02 exceeded the actual sums to be paid by Tenant for 
such Operating Year, Landlord shall apply such excess amount against 
subsequent payments of Additional Rent due under Section 5.02, and if the 
Operating Statement shall show that the sums so paid by Tenant under Section 
5.02 were less than the actual sums to be paid by Tenant for such Operating 
Year, Tenant shall pay, as Additional Rent, the amount of such deficiency 
within thirty (30) days after demand therefor.

     SECTION 5.06  OPERATING STATEMENT BINDING.  Each such Operating Statement 
given by Landlord pursuant to Section 5.05 shall be conclusive and binding 
upon Tenant (i) unless within sixty (60) days after the receipt of such 
Operating Statement, Tenant shall notify Landlord that it disputes the 
correctness of the Operating Statement, specifying the particular respects in 
which the Operating Statement is claimed to be incorrect, and (ii) if such 
disputes shall not have been settled by agreement, either party may submit the 
dispute to arbitration as provided in Article Twenty-Six, within one hundred 
and twenty (120) days after receipt of such Operating Statement; pending the 
determination of such dispute by agreement or arbitration as aforesaid, Tenant 
shall within thirty (30) days after receipt of such Operating Statement pay 
the amounts due as Additional Rent in accordance with Landlord's statement, 
without prejudice to Tenant's position.  If the dispute shall be determined in 
Tenant's favor, Landlord shall forthwith credit the amount of Tenant's 
overpayment of such Additional Rent resulting from compliance with Landlord's 
Operating Statement to each of the next succeeding installments of Additional 
Rent due under Section 5.02 until such overpayment is fully absorbed.



<PAGE>
                                    -10-

     SECTION 5.07  INTEREST ON LATE PAYMENTS.  Tenant covenants to pay Rent as 
it becomes due as provided in this Lease, in lawful money of the United States 
which shall be legal tender for the payment of all debts and dues, public and 
private, at the time of payment.  All sums due and payable as Rent, if not 
paid within ten (10) days of when required in this Lease, shall bear interest 
at the lesser of (i) eighteen (18%) percent per annum, or (ii) the maximum 
permissible legal rate of interest at the time, and such interest shall be 
deemed to be Additional Rent and payable upon demand, provided in all cases 
there will be a minimum administrative late charge of one hundred ($100.00) 
dollars.

     SECTION 5.09  ALLOCATION OF OPERATING EXPENSES TO HOTEL.  The Building as 
defined in this Lease means the office building within which the Premises are 
situated.  As so defined, the "BUILDING" is a portion of a larger building or 
structure which contains a first class hotel of approximately 124 rooms (the 
"HOTEL") and a common atrium space.  For purposes of allocation of Operating 
Expenses, the Building does not include the hotel and includes seventy (70%) 
percent of the atrium space.  Further, in the event other elements of the 
Building or its systems are shared in common with the Hotel, the expenses 
associated with such elements will be shared between the Hotel and the 
Building on the basis of seventy (70%) percent to the Building and thirty 
(30%) percent to the Hotel.

                                 ARTICLE SIX
                   LANDLORD'S WORK; CONDITION OF PREMISES

     SECTION 6.01  "AS IS" CONDITION.  Tenant shall accept the Premises "AS 
IS," except that Landlord shall provide a new entrance to the Premises, two 
additional offices and a demising wall, all using building standard material 
and all as shown in EXHIBIT C attached hereto ("LANDLORD'S WORK").  So long as 
the demising wall included as part of Landlord's Work shall have been 
completed, the Premises shall be deemed ready for possession by Tenant, but 
Landlord shall complete all of Landlord's Work by December 24, 1996.  Landlord 
represents and warrants to Tenant that such demising wall is completed and 
that Tenant may take possession of the Premises on December 1, 1996 in 
accordance with all applicable laws.  Tenant's taking possession of the 
Premises shall be conclusive evidence that such Premises were in good order 
and satisfactory condition when Tenant took possession.  No promise of 
Landlord to alter, remodel or improve the Premises or the Building and no 
representation by Landlord or its agents respecting the condition of the 
Premises or the Building have been made to Tenant or relied upon by Tenant 
other than as may be contained in this Lease or in any written amendment 
hereto signed by Landlord and Tenant.

                                ARTICLE SEVEN
                             LANDLORD'S SERVICES

     SECTION 7.01  LANDLORD'S SERVICES.  So long as no Event of Default exists 
under this Lease, Landlord shall provide the following services on all 
Business Days during the Term unless otherwise stated:



<PAGE>
                                    -11-

     (i)     Water for normal lavatory and drinking purposes at all times.  
Provided, if Tenant requires, uses or consumes water for any other purposes, 
Tenant agrees that Landlord may install a meter or meters or other means to 
measure Tenant's water consumption in the Premises, and Tenant further agrees 
to reimburse Landlord for the cost of the meter or meters and the installation 
thereof, and to pay for the maintenance of said meter or meters and to pay 
Landlord's cost of other means of measuring such water consumption by Tenant 
within ten (10) days after the rendition of a bill thereof.  Tenant shall 
reimburse Landlord for all water consumed as measured by said meter or meters 
or as otherwise measured, including sewer rents at the rates established by 
Landlord from time to time.  The costs or charges which Landlord shall be 
entitled to collect from Tenant pursuant to this Section 7.01 shall be 
collectable as an item of Additional Rent.

     (ii)    Heating and air conditioning when necessary for normal comfort in 
the Premises during Business Hours of all Business Days.  The heating and air 
conditioning system shall be sufficient to provide reasonable comfort, within 
tolerances normal in first class office buildings.  If Tenant shall require 
air conditioning service After Hours, Landlord shall furnish such After Hours 
air conditioning service upon reasonable advance notice from Tenant in 
accordance with Landlord's policies on After Hours service, and Tenant shall 
pay Landlord's then established charges therefor on Landlord's demand.

     (iii)   Electricity.

     SECTION 7.02 INTERRUPTION OF SERVICES; AFTER HOURS.  Tenant agrees that 
Landlord shall not be liable in damages, by abatement of Rent or otherwise, 
for failure to furnish or delay in furnishing any service, or for any 
diminution in the quality or quantity thereof, when such failure or delay or 
diminution is occasioned, in whole or in part, by repairs, renewals, or 
improvements, by any strike, lockout or other labor disputes, by inability to 
secure electricity, gas, water, or other utilities at the Building after 
reasonable effort to do so, by any accident or casualty whatsoever, by act or 
default of Tenant or other parties, by reason of laws, orders or regulations 
of any Governmental Authority or by reason of unavailability or reduction in 
the availability or suitable fuels and/or power supplies, or by reason of Acts 
of God, or by any other cause beyond Landlord's reasonable control; and such 
failures or delays or diminution shall never be deemed to constitute an 
eviction or disturbance of Tenant's use and possession of the Premises or 
relieve Tenant from paying Rent or performing any of its obligations under 
this Lease.  Landlord shall be diligent in its efforts to cure such failure or 
delay or diminution.  Landlord makes no representation, or warranties as to 
the habitability of the Premises other than during Business Hours.  Landlord 
hereby reserves the right to diminish or stop providing heating, air 
conditioning (if any), elevator, water and sewer, electric and all other 
services which Landlord has hereby expressly or impliedly covenanted to 
provide without liability to Tenant whenever Landlord, in its reasonable 
opinion, deems such stoppage or reduction in such services to be necessary or 
desirable by reason of accident(s), emergency(ies), need for repair(s), 
alteration(s), replacement(s), inspection(s) or other appropriate cause(s).  
Such stoppage or reduction in services shall not be deemed to constitute an 
actual or constructive eviction nor shall Tenant become entitled to any 
reduction or abatement in Tenant's obligation to pay Rent.



<PAGE>
                                    -12-

     SECTION 7.03  CHARGES FOR SERVICES.  Charges for any service for which 
Tenant is required to pay from time to time hereunder shall be due and payable 
at the same time as the installment of Rent with which they are billed, or if 
billed separately, shall be due and payable within thirty (30) days after such 
billing.  If Tenant shall fail to make payment for any such services, Landlord 
may, with notice to Tenant, discontinue any or all of such services and such 
discontinuance shall not be deemed to constitute an eviction or disturbance of 
Tenant's use and possession of the Premises or relieve Tenant from paying Rent 
or performing any of its other obligations under this Lease.

     SECTION 7.04  TENANT'S COMPLIANCE.

7.04.01.  The performance by Landlord of its obligations under Section 7.01 is 
subject to Tenant's compliance with the conditions of occupancy established by 
Landlord.

7.04.02.  Use of the Premises, or any part thereof, in a manner exceeding the 
heating, ventilating and/or air-conditioning design conditions (including 
occupancy and connected electrical load), or rearrangement of partitioning 
which interferes with normal operation of the heating, ventilating and/or air-
conditioning in the Premises or the use of computer or data processing 
machines or other machines or equipment, may require changes in the heating, 
ventilating and/or air-conditioning systems servicing the Premises, in order 
to provide comfortable occupancy.  Such changes, so occasioned, shall be made 
by Tenant, at its expense, as Alterations in accordance with the provision of 
Article Nine, but only to the extent permitted and upon the conditions set 
forth in that Article.

     SECTION 7.05  CLEANING SERVICES.  Landlord shall provide the cleaning and 
janitorial services within the Premises described in EXHIBIT F.

     SECTION 7.06  MISCELLANEOUS.

7.06.1.  Landlord, at its expense, and at Tenant's request shall provide the 
initial listings in the Building directory of the name of Tenant, provided 
that the size of the name so listed and location of the directory shall be at 
the discretion of Landlord in accordance with Building standard.  
Identification at the Premises shall be Tenant's responsibility and expense 
and shall comply with Building standard. 

7.06.2.  Notwithstanding anything to the contrary in this Article Seven or 
elsewhere in this Lease, Landlord shall have the right to institute such 
policies, programs and measures as may be necessary or desirable, in 
Landlord's discretion, for the conservation and/or preservation of energy or 
energy related services, or as may be required to comply with any applicable 
codes, rules and regulations, Governmental Authority, whether mandatory or 
voluntary.



<PAGE>
                                    -13-

                                 ARTICLE EIGHT
                           REPAIRS AND MAINTENANCE

     SECTION 8.01  TENANT'S OBLIGATIONS.  Tenant shall, at its expense, 
throughout the Term of this Lease, take good care of the Premises, the 
fixtures and appurtenances therein and Tenant's Property.  Tenant shall be 
responsible for the repair or replacement of any element of the Building 
damaged by Tenant or its agents, customers, invitees, contractors, employees 
or guests.  Any repairs in or to the Building and the facilities and systems 
thereof for which Tenant is responsible, shall be performed in accordance with 
the provisions of Section 9.02 and 9.03.  If Tenant fails to make repairs 
required of it hereunder, Landlord may, but need not, make such repairs and 
replacements, and Tenant shall pay Landlord the cost thereof, including a 
percentage of the cost thereof (to be uniformly established for the Building) 
sufficient to reimburse Landlord for all overhead, general conditions, fees 
and other costs or expenses arising from Landlord's involvement with such 
repairs and replacements immediately upon being billed for the same.  Landlord 
may, but shall not be required to, enter the Premises at all reasonable times 
to make such repairs, alterations, improvements and additions to the Premises 
or to the Building or to any equipment located in the Building as Landlord 
shall desire or deem necessary or as Landlord may be required to do by 
Governmental Authority or court order or decree.

     SECTION 8.02  LANDLORD'S MAINTENANCE.  Landlord, at its expense, shall 
make all structural and non-structural repairs and replacements necessary or 
desirable in Landlord's opinion to keep in good order and repair the exterior 
of the Building and the Common Elements other than those repairs required to 
be made by Tenant as provided in Section 8.01.  There shall be no abatement of 
Rent by reason of such maintenance, and there shall be no liability on the 
part of Landlord by reason of inconvenience, annoyance or injury to Tenant's 
business arising from Landlord or others making any repairs, alterations, 
additions, betterments, improvements, restorations or replacements in or to 
any portion of the Building or the Premises, or in or to any fixtures, 
appurtenances or equipment contained in the Building and the Premises, and 
there shall be no liability on Landlord's part (except for Landlord's gross 
negligence) for the failure of Landlord or its agents, servants and employees 
to make any repairs, alterations, additions, betterments, improvements, 
restorations or replacements in or to any portion of the Building or the 
Premises, or in or to any fixtures, appurtenances or equipment thereof.

     SECTION 8.03  REPAIRS REQUIRED BY GOVERNMENTAL AUTHORITY, ETC.  If the 
National Board of Fire Underwriters or other body exercising similar functions 
or any bureau, department or official of a Governmental Authority, shall 
require or recommend any changes, modifications, alterations or the addition 
of additional sprinkler heads or other equipment, fire extinguishing system 
and/or fire detection system for any reason, or if any such installations, 
changes, modifications, alterations, sprinkler heads or other equipment become 
necessary to prevent the imposition of a penalty or additional charge against 
a full allowance for a sprinkler or fire extinguishing system and/or fire 
detection system in the fire insurance rate, from time to time, or by any fire 
insurance company as a result of the Permitted Use of the Premises under 
Section 4.01, Landlord shall, at its cost and expense, promptly make such 
installations within the Premises and supply such changes, modifications, 
alterations, additional sprinkler heads or other required or recommended 
equipment.  Provided, if any such required alterations result from a 



<PAGE>
                                    -14-

change in Tenant's use of the Premises or from Tenant improvements, equipment 
or finish which are materially different from the Building standard, Landlord 
shall make such alterations required by this Section at Tenant's sole cost and 
Tenant shall pay the cost of such work to Landlord on demand as an item of 
Additional Rent.

     SECTION 8.04  AREAS RESERVED TO LANDLORD.  Except for inside surfaces of 
the Premises, all of the Building, including exterior Building walls, the 
lobby and elevators, core corridor walls and doors and any core corridor 
entrance, loading docks and refuse areas (including dumpsters), any terraces 
or roofs adjacent to the Premises, and any space in or adjacent to the 
Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric 
or other utilities, sinks or other Building facilities, and the use thereof, 
as well as access thereto through the Premises for the purposes of operation, 
maintenance, decoration and repair, are reserved to Landlord.  Tenant shall 
permit Landlord to install, use and maintain pipes, ducts and conduits within 
the demising walls, bearing columns and ceilings of the Premises. Landlord 
reserves the right at any time to alter the demising wall between the Premises 
and the Expansion Space to eliminate the communicating door through such 
demising wall. 

     SECTION 8.05  LANDLORD'S ACCESS.  Landlord or Landlord's agent shall have 
the right to enter and/or pass through the Premises or any part thereof, at 
reasonable times during Business Hours of Business Days, upon advance notice 
to Tenant (except in emergencies) or at any time After Hours of Business Days, 
for the purpose of making such repairs or changes to the Building or its 
facilities as may be provided for by this Lease or as Landlord may be required 
to make by law or in order to repair and maintain the Building or its fixtures 
or facilities and to show them to actual and prospective Superior Lessors or 
Superior Mortgagees, or prospective purchasers, mortgagees or lessees of the 
Building.  Landlord shall be allowed to take all materials into and upon the 
Premises that may be required for such repairs, changes, repainting or 
maintenance, without liability to Tenant, except for the negligence of 
Landlord, its agents, servants, employees or representatives.  Landlord shall 
have the right (but not an obligation) to enter and/or pass through the 
Premises, or any part thereof, at such times as such entry shall be required 
by circumstances of emergency affecting the Premises or the Building.

     SECTION 8.06  CHANGES TO BUILDING.  Landlord reserves the right, at any 
time after completion of the Building, without incurring any liability to 
Tenant therefor, to make such changes in or to the Building and the fixtures 
and equipment thereof, as well as in or to the street entrances, halls, 
passages, elevators and stairways thereof, as it may deem necessary or 
desirable so long as it shall not materially and detrimentally affect Tenant's 
business.

                                ARTICLE NINE
                    TENANT'S IMPROVEMENTS AND ALTERATIONS

     SECTION 9.01  [INTENTIONALLY OMITTED.]

     SECTION 9.02  TENANT IMPROVEMENTS.  Tenant shall make no alterations, 
decorations, installations, additions or improvements (hereinafter 
individually and collectively referred to as "TENANT'S IMPROVEMENTS") in or to 
the Premises, whether structural or non-structural, without 



<PAGE>
                                    -15-

Landlord's prior written consent.  Except with respect to alterations or 
improvements prohibited under the Rules and Regulations, such consent shall 
not be unreasonably withheld.  All Tenant's Improvements shall be performed at 
Tenant's sole cost and expense and by contractors or mechanics approved, in 
writing, by Landlord, and in such a manner so that the same shall not 
interfere with the operation and maintenance of the Building or with other 
work being done by Landlord or other tenants or occupants in the Building.  
All such Tenant's Improvements:  (i) shall comply with all applicable laws, 
rules, orders, permits, authorizations of all Governmental Authorities and 
orders, rules and regulations of the National Board of Fire Underwriters, and 
other bodies exercising similar functions, and (ii) shall be made promptly and 
in good workmanlike manner using prime quality materials.

     SECTION 9.03  LANDLORD'S CONSENT.  In the event Tenant desires to make 
any Tenant's Improvements, Tenant shall request Landlord's consent in writing 
not later than sixty (60) days prior to the date upon which Tenant proposes to 
commence such Tenant's Improvements.  As a condition to Landlord's consent to 
any Tenant Improvements (other than additions, or substitutions for existing 
carpeting, or painting the walls in the Premises), Tenant shall, at Tenant's 
sole cost and expense, furnish Landlord with such plans and specifications, 
certificates evidencing appropriate insurance coverages, performance bonds, 
such permits, authorizations or consents as may be required by an applicable 
law, rule, order or requirement of any Governmental Authority having 
jurisdiction thereover and such other documents, agreements, authorizations or 
assurances as Landlord may in its sole discretion request.  Tenant shall also 
reimburse Landlord for any cost or expense incurred by it in reviewing, 
approving or disapproving Tenant's proposed Improvements.

     SECTION 9.04  NO ENCUMBRANCES ON INCORPORATED MATERIAL OR EQUIPMENT.  In 
no event shall any material or equipment be incorporated in or to the Premises 
in connection with any such Tenant's Improvements which is subject to any 
lien, encumbrance, chattel mortgage, security interest or charge of any kind 
whatsoever, or is subject to any conditional sale or other similar or 
dissimilar title retention agreement.  Any mechanic's or materialman's lien 
filed against the Land or the Building or Landlord's interest therein, for 
work claimed to have been done, or for materials claimed to have been 
furnished to Tenant, shall be discharged by Tenant within thirty (30) days 
thereafter, at Tenant's sole cost and expense, by filing a bond as provided by 
law or otherwise.  If Tenant shall fail to have discharged any lien or 
encumbrances described in this Section 9.04, Landlord may, but shall not be 
required to, cause such lien or encumbrance to be discharged by bonding or 
otherwise, and Tenant shall reimburse Landlord, as an item of Additional Rent, 
for all costs and expenses which Landlord may incur, including attorneys' fees 
and disbursements, within ten (10) days following written demand.

     SECTION 9.05  RESTRICTIONS ON USE OF LABOR AND MATERIAL.  Tenant 
covenants that it will not at any time, either directly or indirectly, use any 
contractors or labor or materials in the Premises if the use of such 
contractors or labor or materials would create any difficulty with other 
contractors or labor engaged by Tenant or Landlord or others in the 
construction, maintenance or operation of the Building or any portion thereof.



<PAGE>
                                    -16-

     SECTION 9.06  LIABILITY FOR ALTERATIONS.  Landlord shall not be liable 
for any failure or diminution of any Building facilities or services, 
including, but not limited to, the air-conditioning system, the heating and 
ventilating systems, the electrical system, the plumbing system and/or any 
other mechanical system caused by Tenant's Improvements made by or on behalf 
of Tenant, and Tenant shall correct any such faulty installation and repair 
any damage caused thereby.  Upon Tenant's failure to make such corrections and 
repairs, Landlord may make such corrections and repairs and charge Tenant for 
the cost thereof.  Such sum as may be due Landlord pursuant to this Section 
9.06 shall be deemed an item of Additional Rent and shall be paid by Tenant 
within ten (10) days following written demand.

     SECTION 9.07  LANDLORD'S LIABILITY LIMITED.  Notwithstanding the right of 
Landlord to approve any matter described in this Article Nine, Landlord shall 
have no responsibility or liability for the performance or quality of work of 
any contractor, subcontractor, agent or consultant of Tenant.  The approval by 
Landlord, whether express or implied, of Tenant performing Tenant's 
Improvements in or to the Premises shall in no way affect Landlord's rights or 
Tenant's obligations relating to the restoration of the Premises.  Tenant 
agrees that any review or approval by Landlord of any plans or specifications 
with respect to any Tenant's Improvements 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 otherwise.

     SECTION 9.08  LANDLORD'S REMEDY.  If Tenant fails to comply with any 
provisions of this Article Nine, Landlord, in addition to any other remedy 
herein provided, may require Tenant to cease performing Tenant's Improvements, 
and Landlord may deny access to the Premises to any person performing any 
Tenant's Improvements on behalf of Tenant.

                                 ARTICLE TEN
      COMPLIANCE WITH LAWS AND REQUIREMENTS OF GOVERNMENTAL AUTHORITIES

     SECTION 10.01  TENANT'S NOTICE.  Tenant shall give prompt notice to 
Landlord of any notice it receives of the violation of any laws or 
requirements of any Governmental Authority with respect to the Premises or the 
use or occupation thereof.  Tenant shall, at Tenant's expense, comply with all 
laws and requirements of any Governmental Authorities which shall, in respect 
of the Premises or the use and occupation thereof, or the abatement of any 
nuisance in, on or about the Premises, impose any violation, order or duty on 
Landlord or Tenant, arising from (a) Tenant's use of the Premises, (b) the 
manner of conduct of Tenant's business or operation of its installations, 
equipment or other property therein, (c) any cause or condition created by 
Tenant, or (d) breach of any of Tenant's obligations hereunder; and Tenant 
shall pay all the costs, expenses, fines, penalties and damages which may be 
imposed upon Landlord or any Superior Mortgagee or Superior Lessor by reason 
of or arising out of Tenant's failure to comply with and observe the 
provisions of this Section fully and promptly.  However, Tenant need not 
comply with any such law or requirement of any Governmental Authority so long 
as Tenant shall be contesting the validity thereof, or the applicability 
thereof to the Premises, in accordance with Section 10.02.



<PAGE>
                                    -17-

     SECTION 10.02  TENANT MAY CHALLENGE VALIDITY OF LAWS OR REQUIREMENTS.  
Tenant, at its expense, after notice to Landlord, may contest, by appropriate 
proceedings prosecuted diligently and in good faith, the validity or 
applicability to the Premises of any law or requirement of any Governmental 
Authority, provided (a) the law or requirement at issue does not generally 
apply to the Building as a whole or to all tenanted space in the Building but 
has particular applicability to Tenant's Premises; (b) Landlord shall not be 
subject to criminal penalty or to prosecution for a crime, nor shall the 
Premises or any part thereof be subject to being condemned or vacated, by 
reason of non-compliance or otherwise by reason of such contest; (c) before 
the commencement of such contest, Tenant shall furnish to Landlord either (i) 
the bond of a surety company satisfactory to Landlord, which bond shall be, as 
to its provision and form, satisfactory to Landlord, and shall be in an amount 
at least equal to one hundred twenty-five (125%) percent of the cost of such 
compliance (as estimated by Landlord) and shall indemnify Landlord against the 
cost thereof and against all liability for damages, interest, penalties and 
expenses (including reasonable attorneys' fees and expenses), resulting from 
or incurred in connection with such contest or non-compliance, or (ii) other 
security in place of such bond satisfactory to Landlord; (d) such non-
compliance or contest shall not constitute or result in any violation of any 
Superior Lease or Superior Mortgage, or if any such Superior Lease or Superior 
Mortgage shall permit such non-compliance or contest on condition of the 
taking of action or furnishing of security by Landlord, such action shall be 
taken and such security shall be furnished at the expense of Tenant; and (e) 
Tenant shall keep Landlord advised as to the status of such proceedings.  
Without limiting the application of the above, Landlord shall be deemed 
subject to prosecution for a crime if Landlord, or its managing agent, or any 
officer, director, partner, shareholder or employee of Landlord or its 
managing agent, as an individual, is charged with a crime of any kind or 
degree whatever, whether by service of a summons or otherwise, unless such 
charge is withdrawn before Landlord or its managing agent, or such officer, 
director, partner, shareholder or employee of Landlord or its managing agent 
(as the case may be) is required to plead or answer thereto.

                               ARTICLE ELEVEN

     SECTION 11.01  LANDLORD'S INSURANCE.  At all times during the Term of 
this Lease, Landlord shall insure the Building against loss or damage by fire, 
and such other casualties as may be included within the extended coverage 
clauses of policies which are then standard for use in the State of 
Connecticut, in such amount as Landlord in its sole judgment shall deem 
appropriate.

     SECTION 11.02  TENANT SHALL NOT JEOPARDIZE INSURANCE.  Tenant shall not 
do, or permit to be done, any act or thing in, upon or around the Premises 
which (i) could result in termination of any insurance which Landlord may have 
in force with respect to the Building or Land, (ii) could adversely affect 
Landlord's right of recovery under any of such policies, or (iii) would result 
in the refusal by reputable and independent insurance companies to insure the 
Building or the Land in amounts reasonably satisfactory to Landlord.  Tenant 
shall, with respect to the Premises, at is sole cost and expense, comply with 
all rules, orders, regulations or requirements of the National Board of the 
Fire Underwriters, or any other similar body having jurisdiction over the Land 
and Building and shall not knowingly do, or permit to be done, anything 
therein, or use 



<PAGE>
                                    -18-

the Premises in a manner which increases the rate of premium over the rates in 
effect prior to the Commencement Date for any insurance that Landlord 
maintains with respect to the Land and Building.  In the event Landlord 
receives notice from any insurance company insuring the Land and Building that 
Tenant's use of the Premises would make Landlord's insurance void or voidable, 
Tenant shall, upon receipt of written notice, immediately cease and desist 
such use.

     SECTION 11.03  TENANT RESPONSIBLE FOR INCREASED PREMIUMS.  If, by reason 
of Tenant's non-compliance with any of the provisions contained in the Lease, 
Landlord's cost of obtaining and/or maintaining any of the forms of insurance 
referred to in Section 11.01 shall be greater than the cost that Landlord 
would incur but for Tenant's noncompliance, then, in that event, Tenant 
covenants that it shall pay to Landlord as an item of Additional Rent, within 
ten (10) days following the delivery of a written demand therefor, such excess 
cost as Landlord shall incur; provided, however, that if the remaining portion 
of the Lease Term shall be less than the period of time covered by any such 
insurance, Tenant shall only be obligated to pay its pro rata share of such 
excess cost apportioned to the Expiration Date.

     SECTION 11.04  REQUIRED INSURANCE.  At all times during the Lease Term 
(and in the event Landlord grants permission to Tenant to enter the Premises 
for any reason prior to the Commencement Date, then from such earlier date) 
Tenant shall provide and thereafter keep in full force and effect the 
following:

     (i)     comprehensive general liability insurance insuring against 
liability for bodily injury and death and for property damage in an amount as 
may from time to time be required by Landlords of other Class "A" office 
buildings in the City of Hartford, but in an amount not less than One Million 
($1,000,000) Dollars each occurrence, combined single limit, such limits to be 
increased from time to time as reasonably specified by Landlord.  With 
Landlord's prior consent, in its reasonable discretion, Landlord may self 
insure up to $3,000,000 per occurrence;

     (ii)    workers' compensation providing statutory Connecticut benefits 
for all persons employed by Tenant in connection with the Premises;

     (iii)   an "All Risk of Physical Loss" form of policy covering all of 
Tenant's Property and Tenant's Improvements including, but not limited to, 
moveable trade fixtures, inventory and decorations, such insurance to be in an 
amount not less than One Hundred (100%) Percent of the actual replacement 
value for all of Tenant's Property and contents, such replacement value to be 
determined from time to time as necessary to avoid coinsurance penalties, it 
being agreed that no omission on the part of Landlord to request any such 
determination shall relieve Tenant of its obligation to determine such 
replacement value as aforesaid;

     (iv)    such other insurance in such amounts as may be required by 
Landlord against other insurable hazards as at the time are commonly insured 
against in the case of prudent owners of comparable Class "A" office buildings 
in the City of Hartford, Connecticut; and



<PAGE>
                                    -19-

     (v)     for and during any time when Tenant shall be constructing or 
making Tenant's Improvements, a policy of completed value non-reporting 
builder's risk insurance for the Premises, including building materials in the 
Premises, covering loss or damage from fire, lightning, extended coverage 
perils, vandalism and malicious mischief and perils covered under a difference 
in conditions policy and completed operations in an amount not less than the 
final cost, as reasonably estimated by Tenant, of such Tenant's Improvements 
(with an agreed amount clause).

     SECTION 11.05  MISCELLANEOUS INSURANCE REQUIREMENTS.

11.05.1  All insurance which Tenant shall be required to effect pursuant to 
this Article Eleven shall:

          (i)     be in form and substance reasonably acceptable to Landlord;

          (ii)    be underwritten by insurance companies that are licensed or 
authorized to do business in the State of Connecticut, shall be in good 
standing with the Connecticut Insurance Department, and shall have a rating 
issued by an organization regularly engaged in rating insurance companies of 
not less than one rating below the top rating;

          (iii)   provide for deductibles which are not disproportionally 
large in light of the coverage and not unacceptable to Landlord;

          (iv)    name Landlord as an additional insured (for the general 
liability insurance only), and, at Landlord's request, name any Superior 
Lessor or Superior Mortgagee as an additional insured (except when such an 
endorsement is not available) and contain provisions (where available) that no 
act or omission of Tenant shall affect or limit the obligations of the 
insurance company to pay the amount of any loss sustained to Landlord and/or 
any Superior Lessor or Superior Mortgagee; and

          (v)     be issued for terms of not less than twelve (12) full 
calendar months and shall contain a provision that such insurance shall not be 
subject to cancellation or reduction in coverage unless Landlord shall be 
served with a written notice not later than thirty (30) days prior to 
cancellation or reduction in coverage.

11.05.2  At such time as Tenant shall first be allowed to enter the Premises, 
Tenant shall deliver to Landlord original insurance policies or certificates 
evidencing required insurance coverage.  Not later than thirty (30) days prior 
to the expiration of any contract of insurance required under the terms 
hereof, renewals of or replacements for any such contracts of insurance shall 
be delivered to Landlord.  In the event that Tenant shall fail to procure any 
contract of insurance required under the terms hereof or any renewal of or 
replacement for any contract of business which is expiring or has been 
cancelled, Landlord may, but shall not be obligated to, procure such insurance 
on behalf of Tenant and the cost thereof shall be immediately payable to 
Landlord as an item of Additional Rent.



<PAGE>
                                    -20-

11.05.3  Any insurance to be acquired and maintained by Tenant hereunder may 
be satisfied by an appropriate rider to a blanket policy of insurance covering 
more than one business location, provided that all other requirements of this 
Article are fully satisfied thereby.

     SECTION 11.06  WAIVER OF SUBROGATION.  Landlord and Tenant waive all 
rights against each other for damages caused by fire or other casualty to the 
extent covered by insurance obtained or required pursuant to this Lease.

                               ARTICLE TWELVE
                        DAMAGE BY FIRE OR OTHER CAUSE

     SECTION 12.01  DAMAGE OR DESTRUCTION.  If the Premises shall be damaged 
by fire or other casualty, the following provisions will apply:

     (i)     If Tenant shall continue to have reasonably convenient access to 
the Premises and no material portion of the Premises shall thereby be rendered 
unfit for use and occupancy by Tenant for the purposes set forth herein, 
Landlord shall repair such damage or destruction with reasonable diligence.  
During the period when such repair work is being conducted, the Rent shall not 
be abated or suspended.

     (ii)    If Tenant shall not have reasonably convenient access to the 
Premises or any material portion of the Premises shall thereby be otherwise 
rendered unfit for use and occupancy by Tenant for the purposes set forth 
herein and if in the reasonable judgment of Landlord the damage or destruction 
may be repaired within one hundred twenty (120) days after the occurrence of 
the damage or destruction, then Landlord shall so notify Tenant within thirty 
(30) days after the occurrence of the damage or destruction and commence 
restoration with reasonable diligence.  In the event that Landlord shall not 
complete such repairs within one hundred twenty (120) days after the 
occurrence of the damage or destruction, then Tenant shall have the right to 
terminate this Lease by giving written notice of such termination to Landlord 
within ten (10) days after the end of such one hundred twenty (120) day 
period, provided, however, that in the event that the repairs shall be delayed 
by strikes, governmental regulation, zoning laws, inability to obtain labor or 
materials, from any other cause beyond Landlord's control, or for other good 
reason, the time for completion shall be extended by the period of such delay.  
If in the reasonable judgment of Landlord the Premises, or means of access 
thereto, cannot be repaired within one hundred twenty (120) days after the 
occurrence of the damage or destruction and Landlord does not give Tenant the 
notice referred to in this subsection 12.01(ii), then either party shall have 
the right to terminate this Lease by giving written notice of such termination 
to the other party within the period of thirty (30) to forty-five (45) days 
after the occurrence of such damage or destruction.  If neither party gives 
such notice of intention to terminate this Lease, then Landlord shall repair 
the damage or destruction with reasonable diligence;

     (iii)   If Tenant shall not have reasonably convenient access to the 
Premises for more than thirty days or any material portion of the Premises 
shall be rendered unfit for use and occupancy by Tenant for the purposes set 
forth herein by reason of such damage or destruction 



<PAGE>
                                    -21-

for more than thirty days, and if such damage or destruction was not caused by 
the negligence or willful act or omission of Tenant or any of its officers, 
employees, contractors, agents or invitees, then the Base Rent shall be 
equitably suspended or abated until Landlord shall have substantially 
completed the repair of the Premises and the means of access thereto.

     SECTION 12.02  LANDLORD'S AND TENANT'S ADDITIONAL OPTION TO TERMINATE THE 
LEASE IN EVENT OF DAMAGE.  In addition to and apart from the foregoing 
provisions of this Article Twelve,

     (i)     if more than twenty-five (25%) percent of the Gross Rentable Area 
of the Premises shall be damaged or destroyed by fire or other cause at any 
time during the last twelve (12) months of the Term of this Lease, Landlord or 
Tenant may terminate this Lease by giving written notice of such termination 
to Tenant within thirty (30) days after the occurrence of such damage or 
destruction, and

     (ii)    if the Building is damaged or destroyed by fire or other cause to 
such extent that the cost to repair the damage or destruction (whether or not 
the Premises is damaged), as reasonably estimated by Landlord, will be more 
than twenty-five (25%) percent of the replacement value of the Building 
immediately prior to the occurrence of such damage or destruction, then 
Landlord or Tenant may terminate this Lease by giving written notice of such 
termination to Tenant within sixty (60) days after the occurrence of such 
damage or destruction.

     SECTION 12.03  EFFECT OF SUPERIOR LEASE OR SUPERIOR MORTGAGE.  Tenant 
acknowledges that the Building may be subject to a Superior Lease or Superior 
Mortgage and that the foregoing options with respect to repairing or 
rebuilding are all subject to the provisions of such Superior Lease or 
Superior Mortgage.

     SECTION 12.04  LOSS CAUSED BY TENANT.  Nothing herein contained shall 
relieve Tenant from any liability to Landlord or to its insurers in connection 
with any damage to the Premises or the Building by fire or other casualty if 
Tenant shall be legally liable for said fire or other casualty, except as 
provided in Section 11.06 of this Lease.

     SECTION 12.05  TENANT'S PROPERTY AND TENANT'S IMPROVEMENTS.  Landlord's 
obligation to restore or rebuild the Premises shall not include the repair, 
reconstruction or replacement of any of Tenant's Property, or Tenant 
Improvements whether or not Tenant has received an allowance therefor.

                              ARTICLE THIRTEEN
              ASSIGNMENT, SUBLETTING AND MORTGAGING PROHIBITED

     Tenant may not assign this Lease except to an affiliate of Tenant.  For 
such purposes, "AFFILIATE" means any corporation which is a direct or indirect 
subsidiary of Tenant, which is a parent corporation of Tenant or which is a 
direct or indirect subsidiary of a parent corporation of Tenant.  Tenant may 
sublet the Premises to an Affiliate or to any other party with Landlord's 



<PAGE>
                                    -22-

prior written consent, which consent shall not be unreasonably withheld.  If 
any sublet of the Premises to a non-Affiliate shall be at a rent per square 
foot in excess of the per square foot rent due hereunder, then Landlord and 
Tenant shall share equally in such excess, after deducting all direct, out-of-
pocket costs of any sublet.

                              ARTICLE FOURTEEN
                      TENANT'S AND LANDLORD'S PROPERTY

     SECTION 14.01  TENANT'S PROPERTY.

14.01.1  All movable partitions, other business and trade fixtures, machinery 
and equipment, communications equipment, which are installed in the Premises 
by or for the account of Tenant, without expense to Landlord, and which can be 
removed without structural damage to the Building, and all furniture, 
furnishings and other articles of movable personal property owned by Tenant 
and located in the Premises, including retail inventory (all of which are 
sometimes called "TENANT'S PROPERTY") shall be and shall remain the property 
of Tenant and may be removed by it at any time during the Term of this Lease; 
provided that if any of Tenant's Property is removed, Tenant shall repair or 
pay the cost of repairing any damage to the Premises or to the Building 
resulting from such removal.  Any equipment or other property for which 
Landlord shall have granted any allowance or credit to Tenant shall not be 
deemed to have been installed by or for the account of Tenant without expense 
to Landlord, shall not be considered Tenant's Property and shall be deemed the 
property of Landlord.

14.01.2  On or before the Expiration Date, or the date of any earlier 
termination of this Lease, or as promptly as practicable after such an earlier 
termination date, Tenant's Property (except such items thereof as Tenant shall 
have expressly agreed in writing with Landlord shall remain and become the 
property of Landlord) shall be removed by Tenant, and Tenant shall repair any 
damage to the Premises or the Building resulting from such removal.

14.01.3  Any other items of Tenant's Property (except money, securities and 
other like valuables) which shall remain in the Premises after the Expiration 
Date or as promptly as practical after an earlier termination of this Lease, 
may at the option of Landlord, be deemed to have been abandoned, and in such 
case either may be retained by Landlord as its property or may be disposed of, 
without accountability, in such manner as Landlord may see fit at Tenant's 
expense.

     SECTION 14.02  LANDLORD'S PROPERTY.  All Tenant Improvements, including 
all fixtures, equipment, improvements and appurtenances attached to or built 
into the Premises at the commencement of or during the Term of this Lease, 
whether or not by or at the expense of Tenant including but not limited to 
wall to wall carpeting, wallpaper, partitions, and the like affixed to the 
Premises, shall be and remain a part of the Premises, shall be deemed the 
property of Landlord and shall not be removed by Tenant, except as hereinafter 
in this Article expressly provided.  Upon the expiration of the Lease Term, 
Landlord may elect that Tenant remove any Tenant Improvements which Tenant may 
have installed in the Premises at any time during the Lease Term without 
Landlord's written consent and restore the Premises to the condition the same 
were in as of the Commencement Date.  In the event Landlord desires to 
exercise its option 



<PAGE>
                                    -23-

as contained in this Section 14.02 to require restoration of the Premises, 
Landlord shall give written notice to Tenant not later than the earlier to 
occur of: (i) thirty (30) days prior to the Expiration Date, or (ii) in that 
event of the earlier termination of the Lease Term for any other reason, upon 
such earlier termination of the Lease Term.  If Landlord shall so notify 
Tenant, Tenant shall restore the Premises (or so much thereof as shall be the 
subject of Landlord's notice) to the condition that the Premises were in as of 
the Commencement Date of this Lease.  If any Tenant Improvements which Tenant 
shall be required to remove from the Premises shall not be removed by Tenant 
within the time herein required, Landlord (in addition to all other rights and 
remedies which Landlord may have) shall be entitled to treat such property as 
having been abandoned by Tenant, and Landlord may remove the same and restore 
the Premises (or so much thereof as shall be the subject of Landlord's notice) 
to the condition the same were in as of the Commencement Date of the Lease at 
the sole cost and expense of Tenant and Tenant shall pay to Landlord, as an 
item of Additional Rent, within ten (10) days following written demand 
therefor, the cost incurred by Landlord in removing such property and 
restoring the Premises as aforesaid.  Tenant's obligation to reimburse 
Landlord for the cost of removal of Tenant's Improvements and restoring the 
Premises described in this Section 14.02 shall survive the Expiration Date or 
the earlier termination of the Lease Term.  Tenant also covenants that in the 
event Landlord shall exercise any of its rights as provided herein, Tenant 
shall indemnify and save Landlord harmless for all cost, expenses, damages, 
including reasonable attorneys; fees and disbursements which Landlord may 
incur as a result of the operation of this Section.

                               ARTICLE FIFTEEN
                                CONDEMNATION

     SECTION 15.01  TOTAL CONDEMNATION.

15.01.1  If the whole of the Land, Building or the Premises or so much of the 
Building or the Premises as is necessary for Tenant's use and occupancy of the 
Premises for the purposes set forth herein, or for reasonably convenient 
access to the Premises shall be taken for any public or any quasi-public use 
under any statute or by right of eminent domain, or by private purchase in 
lieu thereof under threat of condemnation or the exercise of the right of 
eminent domain, then this Lease shall automatically terminate as of the date 
that title shall be taken and the Rent shall be apportioned as of that date so 
that if the termination occurs in the middle of a month, Tenant shall be 
responsible only for Rent due prior to the termination.

15.01.2  In addition to and apart from the foregoing provisions of this 
Section, if more than twenty-five (25%) percent of the Gross Rentable Area of 
the Building shall be taken, then Landlord or Tenant may terminate the Term of 
this Lease by giving written notice of such termination within thirty (30) 
days after the date title vests in the taking authority.

     SECTION 15.02  PARTIAL CONDEMNATION.  In the event of any taking which 
does not result in a termination of the Term of this Lease under Section 
15.01, this Lease shall be unmodified and continue, provided, Landlord shall 
proceed with reasonable diligence to repair and restore the remaining part of 
the Building and the Premises to substantially its former condition to the 
extent that the same may be feasible.  To the extent the partial taking 
results in a reduction of the 



<PAGE>
                                    -24-

Gross Rentable Area of the Premises, Rent shall be equitably adjusted 
according to the Gross Rentable Area remaining.

     SECTION 15.03  CONDEMNATION PROCEEDS.  In the event of any taking, 
partial or whole, provided for in this Article, all of the proceeds of any 
award, judgment or settlement payable by the condemning authority shall be and 
remain the sole and exclusive property of Landlord, and Tenant shall not be 
entitled to any portion of such award, judgment or settlement received by 
Landlord from such condemning authority.  Tenant, however, may pursue its own 
claim against the condemning authority for any damage or award permitted under 
the laws of the State of Connecticut to be paid, provided Tenant's claim will 
not diminish or reduce the award, judgment or settlement receivable by 
Landlord.

     SECTION 15.04  TEMPORARY CONDEMNATION.  If the temporary use or occupancy 
of all or any part of the  Premises shall be taken by condemnation or in any 
other manner for any public or quasi-public use or purpose during the Term of 
this Lease, Tenant shall be entitled, except as hereinafter set forth, to 
receive that portion of the award or payment for such taking which represents 
compensation for the use and occupancy of the Premises, for the taking of 
Tenant's Property and for moving expenses, and Landlord shall be entitled to 
receive that portion which represents reimbursement for the cost of 
restoration of the Premises.  The Lease shall be and remain unaffected by such 
taking and Tenant shall continue responsible for all of its obligations 
hereunder and shall continue to pay in full the Base Rent and Additional Rent 
when due.

                               ARTICLE SIXTEEN
                                  SURRENDER

     On the Expiration Date of this Lease, or upon any earlier termination of 
this Lease, or upon any re-entry by Landlord upon the Premises, Tenant shall 
quit and surrender the Premises to Landlord including Tenant Improvements in 
good order, condition and repair, except for ordinary wear and tear and such 
damage or destruction as Landlord is required to repair or restore under this 
Lease, and Tenant shall remove all of Tenant's Property therefrom except as 
otherwise expressly provided in this Lease.

                              ARTICLE SEVENTEEN
                              EVENTS OF DEFAULT

     SECTION 17.01  EVENTS OF DEFAULT.  Each of the following events shall be 
an "EVENT OF DEFAULT" hereunder:

     (a)     Failure by Tenant to pay any installment of Rent within ten days 
of its due date.

     (b)     Failure by Tenant to make any other payment required to be paid 
by Tenant hereunder for a period of thirty (30) days after written notice 
thereof from Landlord to Tenant.



<PAGE>
                                    -25-

     (c)     Failure by Tenant to observe or perform one or more of the other 
terms, covenants and conditions contained in this Lease on Tenant's part to be 
performed except for the payment of Rent, and such failure shall continue for 
a period of 30 days after written notice thereof by Landlord to Tenant 
specifying such failure (unless such failure requires work to be performed, 
acts to be done, or conditions to be removed which cannot by their nature 
reasonably be performed, done or removed, as the case may be, within such 30 
day period, in which case no default shall be deemed to exist as long as 
Tenant shall have commenced curing the same within such 30 day period and 
shall diligently and continuously prosecute the same to completion provided 
such delay in effecting cure shall not expose Landlord to prosecution for a 
crime or constitute a default under any Superior Lease or Superior Mortgage).

     (d)     If Tenant is generally not paying its debts as such debts become 
due or if Tenant shall admit, in writing, that it is unable to pay its debts 
as such debts become due.

     (e)     If Tenant shall make an assignment for the benefit of creditors, 
or if Tenant shall file a voluntary petition under Title 11 of the United 
States Code or if such petition is filed against Tenant and an order for 
relief is entered, or if Tenant shall file any petition or answer seeking, 
consenting to or acquiescing in any reorganization, arrangement, composition, 
readjustment, liquidation, dissolution or similar relief under present or any 
future Federal bankruptcy code or any other law, or if Tenant shall seek or 
consent to or acquiesce to, or suffer the appointment of any trustee, 
receiver, custodian, assignee, liquidator or other similar official of Tenant 
or of all or any substantial portion of its assets or of the Premises or any 
interest of Tenant therein.

     (f)     If within sixty (60) days after the commencement of any 
proceeding against Tenant seeking any reorganization, arrangement, 
composition, readjustment, liquidation, dissolution or similar relief under 
the present or any future Federal bankruptcy code or any other law, such 
proceeding shall not have been dismissed, or if, within sixty (60) days after 
the appointment, without the consent of acquiescence of Tenant, of any 
trustee, receiver, custodian, assignee, or liquidator of Tenant or of all or 
any substantial part of its assets or of the Premises or any interest of 
Tenant therein, such appointment shall not have been vacated or stayed on 
appeal or otherwise, or if, within thirty (30) days after the expiration of 
any such stay, such appointment shall not have been vacated.

     (g)     If Tenant shall vacate or abandon the Premises or any portion 
thereof for ten (10) continuous days.

     (h)     If a levy under execution or attachment shall be made against 
Tenant or its assets and such execution or attachment shall not be vacated or 
removed by court order, bonding or otherwise within a period of thirty (30) 
days.



<PAGE>
                                    -26-

     SECTION 17.02  LANDLORD'S RIGHTS ON EVENT OF DEFAULT.

17.02.1  Upon the occurrence of any Event of Default, Landlord may exercise 
any one or more of the following rights:

          (a)     Landlord may re-enter and repossess any of all of the 
Premises and any or all improvements thereon and additions thereto.

          (b)     Landlord may declare the entire balance of the Base Rent for 
the remainder of the Term to be due and payable immediately, and collect such 
balance in any manner not inconsistent with applicable law; provided that if 
Landlord elects to relet any or all of the Premises following such 
acceleration of Base Rent, the provisions of subsection 17.02.1(d) shall be 
applicable with respect to the rights of Landlord and Tenant.  Accelerated 
payments payable hereunder shall not constitute a penalty or forfeiture or 
liquidated damages, but shall merely constitute payment of Base Rent in 
advance.

          (c)     Landlord may terminate this Lease by giving written notice 
of such termination to Tenant, which termination shall be effective as of the 
date of such notice or any later date therefor specified by Landlord therein 
(provided, that without limiting the generality of the foregoing provisions of 
this subsection 17.02.1(c), Landlord shall not be deemed to have accepted any 
abandonment or surrender by Tenant of any or all of the Premises or Tenant's 
leasehold estate under this Lease unless Landlord has so advised Tenant 
expressly and in writing, regardless of whether Landlord has reentered or 
relet any or all of the Premises or exercised any or all of Landlord's other 
rights under the provisions of this Section or applicable law).

          (d)     Landlord may, in Landlord's own name (either (i) as agent 
for Tenant, if this Lease has not then been terminated, or (ii) for the 
benefit of Tenant, if this Lease has then been terminated), relet any or all 
of the Premises with or without any additional premises, for any or all of the 
remainder of the Term (or, if this Lease has then been terminated, for any or 
all of the period which would, but for such termination, have constituted the 
remainder of the Term) or for a period exceeding such remainder, on such terms 
and subject to such conditions as are acceptable to Landlord in its sole and 
absolute discretion (including, by way of example rather than of limitation, 
the alteration of any or all of the Premises in any manner which, in 
Landlord's judgment, is necessary or desirable as a condition to or otherwise 
in connection with such reletting, and the allowance of one or more 
concessions or "free-rent" or reduced-rent periods), and collect and receive 
the rents therefor.  Anything contained in the provisions of this Lease or 
applicable law to the contrary notwithstanding, (i) Landlord shall not have 
any duty or obligation to relet any or all of the Premises as the result of 
any Event of Default, or any liability to Tenant or any other person for any 
failure to do so or to collect any rent or other sum due from any such 
reletting; (ii) Tenant shall have no right in or to any surplus which may be 
derived by Landlord from any such reletting, in the event that the proceeds of 
such reletting exceed Rent, or other sum owed by Tenant to Landlord hereunder; 
and (iii) Tenant's liability hereunder shall not be diminished or affected by 
any such failure to relet or the giving of any such initial or other 
concessions or "free-rent" or reduced rent periods in the event of any such 
reletting.  In the event of any such reletting, Tenant shall pay to Landlord, 
at the times and in the manner specified by 



<PAGE>
                                    -27-

the provisions of this Lease (unless Landlord has elected to accelerate Rent 
as provided in subsection 17.02.1(b), in which event Tenant shall be obligated 
to pay such accelerated amount as provided in subsection 17.02.1(b) above), 
the installments of the Base Rent and any Additional Rent accruing during the 
remainder of the Term (or, if this Lease has then been terminated, damages 
equaling the respective amounts of such installments of the Base Rent and any 
Additional Rent which would have accrued during such remainder, had this Lease 
not been terminated), less any monies received by Landlord with respect to 
such remainder from such reletting of any or all of the Premises.

          (e)     Landlord may cure such Event of Default in any other manner, 
provided Tenant shall pay as an item of Additional Rent all costs and expenses 
which Landlord may incur in curing Tenant's default within ten (10) days 
following delivery of a written demand.  The aforesaid costs and expenses 
which Landlord shall be entitled to incur on behalf of Tenant in curing any 
default of Tenant shall include, but shall not be limited to, reasonable 
materials, architects' fees, engineers' fees, attorneys' fees, contractor's 
fees, insurance premiums, fines and penalties.

          (f)     Landlord may pursue any combination of such remedies and/or 
any other right or remedy available to Landlord on account of such Event of 
Default under this Lease and/or at law or in equity.

17.02.2  No such expiration or termination of this Lease, or summary 
dispossession proceedings, abandonment, reletting, bankruptcy, re-entry by 
Landlord or vacancy, shall relieve Tenant of any of its liabilities and 
obligations under this Lease (whether or not any or all of the Premises are 
relet), and Tenant shall remain liable to Landlord for all damages resulting 
from any Event of Default, including but not limited to, any damage resulting 
from the breach by Tenant of any of its obligations under this Lease to pay 
Rent and any other sums which Tenant is obligated to pay hereunder.

17.02.3  If any or all of the Premises are relet by Landlord for any or all of 
the unexpired Term of this lease, the amount of rent reserved upon such 
reletting shall be deemed to be the fair and reasonable rental value for the 
part or the whole of the Premises so relet during the term of the reletting.

17.02.4  On the occurrence of an Event of Default, Tenant shall, immediately 
upon its receipt of a written demand therefor from Landlord, reimburse 
Landlord, as Additional Rent, for all expenses (including, by way of example 
rather than of limitation, any and all repossession costs, management 
expenses, operating expenses, legal expenses and reasonable attorneys' fees) 
incurred by Landlord (i) in curing or seeking to cure any Event of Default 
and/or (ii) in exercising or seeking to exercise any of Landlord's rights and 
remedies under the provisions of this Lease and/or at law or in equity on 
account of any Event of Default, and/or (iii) otherwise arising out of any 
Event of Default.



<PAGE>
                                    -28-

     SECTION 17.03  TENANT'S WAIVERS AND CONSENTS.  To the extent not 
prohibited by law, Tenant hereby waives and releases all rights now or 
hereafter conferred by statute or otherwise which would have the effect of 
limiting or modifying any of the provisions of this Article Seventeen, 
including, but not limited to any and all rights of redemption it may 
otherwise have.  Tenant shall execute, acknowledge and deliver any instruments 
which Landlord may request, whether before or after the occurrence of any 
Event of Default, evidencing such waiver or release.  Except as expressly 
provided herein or prohibited by applicable law, Tenant hereby expressly 
waives the service of any notice of intention to re-enter provided for in any 
statute, or of the institution of legal proceedings to that end, and Tenant, 
for and on behalf of itself and all persons claiming through or under Tenant, 
also waives any and all right of redemption provided by any law or statute now 
in force or hereafter enacted or otherwise, or re-entry or repossession or to 
restore the operation of this Lease in case Tenant shall be dispossessed by a 
judgment or by warrant of any court or judge or in case of re-entry or 
repossession by Landlord or in case of any expiration or termination of this 
Lease, and Landlord and Tenant waive and shall waive trial by jury in any 
action, proceeding or counterclaim brought by either of the parties hereto 
against the other on any matter whatsoever arising out of, or in any way 
connected with, this Lease, the relationship of Landlord and Tenant, Tenant's 
use or occupancy of the Premises, or any claim of injury or damage.  Tenant 
further agrees that any and all actions or proceedings arising directly or 
indirectly hereunder may, at the option of Landlord, be litigated in courts 
having situs within the State of Connecticut with a venue of Hartford, 
Connecticut, and Tenant hereby expressly consents to the jurisdiction of any 
state or federal court located within said state having such a venue and 
consents that any service of process in such action or proceeding may be made 
by personal service upon Tenant wherever Tenant may be then located, by 
certified or registered mail directed to Tenant at the Address of Tenant as 
provided herein, or otherwise as may be provided by law.  The terms "enter", 
"re-enter", "entry" or "re-entry", as used in this Lease are not restricted to 
their technical legal meaning.

     SECTION 17.04  LANDLORD'S ACTIONS.  Suit or suits for the recovery of 
damages, or for a sum equal to any installment or installments of Base Rent 
and Additional Rent payable hereunder or other sums payable by Tenant to 
Landlord pursuant to this Article Seventeen, may be brought by Landlord from 
time to time at Landlord's election, and nothing herein contained shall be 
deemed to require Landlord to await the Expiration Date had there been no 
Event of Default by Tenant and termination.  Nothing contained in this Article 
Seventeen shall limit or prejudice the right of Landlord to prove and obtain 
as liquidated damages in any bankruptcy, insolvency, receivership, 
reorganization or dissolution proceeding an amount equal to the maximum 
allowed by a statute or rule of law governing such proceeding and in effect at 
the time when such damages are to be proved, whether or not such amount shall 
be greater than, equal to or less than the amount of the damages referred to 
in any of the preceding Sections of this Article Seventeen.

     SECTION 17.05  INJUNCTIVE RELIEF.  In the event of any breach or 
threatened breach by Tenant of any of the terms, covenants or conditions 
contained in this Lease, Landlord shall be entitled to enjoin such breach or 
threatened breach and shall have the right to invoke any rights and/or 
remedies allowed at law or in equity or by statute or otherwise as though re-
entry, summary proceedings, and other remedies were not provided for in this 
Lease.



<PAGE>
                                    -29-

     SECTION 17.06  LANDLORD'S RIGHTS CUMULATIVE.  Each right and remedy of 
Landlord provided for in this Lease shall be cumulative and, in addition to 
every other right and/or remedy provided for in this Lease or now or hereafter 
existing at law or in equity or by statute or otherwise, and the exercise or 
beginning of the exercise by Landlord of any one or more of the rights and/or 
remedies provided for in this Lease or now or hereafter existing at law or in 
equity or by statute or otherwise, shall not preclude the simultaneous or 
later exercise by Landlord of any or all other rights or remedies provided for 
in this Lease or now or hereafter existing at law or in equity or by statute 
or otherwise.

     SECTION 17.07  BANKRUPTCY MATTERS.  If an order for relief is entered or 
if a stay of proceeding or other acts become effective in favor of Tenant or 
Tenant's interest in this Lease in any proceeding which is commenced by or 
against Tenant under the present or any future Federal bankruptcy code or any 
other present or future applicable Federal, State or other statute or law, 
Landlord shall be entitled to invoke any and all rights and remedies available 
to it under such bankruptcy code, statute, law or this Lease, including, 
without limitation, such rights and remedies as may be necessary to protect 
adequately Landlord's right, title and interest in and to the Premises or any 
portion thereof and to assure adequately the complete and continuous future 
performance of Tenant's obligations pursuant to this Lease.  Adequate 
protection of Landlord's right, title and interest in and to the Premises, and 
adequate assurance of the complete and continuous future performance of 
Tenant's obligations pursuant to this Lease, shall include, without 
limitation, the following requirements:

     (a)     that Tenant comply with all of its obligations pursuant to this 
Lease;

     (b)     that Tenant pay to Landlord, on the first day of each month 
occurring subsequent to the entry of such order or the effective date of such 
stay, a sum equal to the amount by which the Premises diminished in value 
during the immediately preceding monthly period, but, in no event, an amount 
which is less than the Base Rent and Additional Rent payable for such monthly 
period;

     (c)     that Tenant continue to use the Premises in accordance with its 
Permitted Use;

     (d)     that Landlord be permitted to supervise the performance of 
Tenant's obligations pursuant to this Lease;

     (e)     that Tenant hire, at its sole cost and expense, such security 
personnel as may be necessary to insure the adequate protection and security 
of the Premises;

     (f)     that Tenant pay Landlord as an item of Additional Rent within 
thirty (30) days after entry of such order or the effective date of such stay, 
as partial adequate protection against future diminution in value of the 
Premises and adequate assurance of the complete and continuous future 
performance of Tenant's obligations under this Lease, an additional security 
deposit in an amount acceptable to Landlord, but in no event less than the 
Base Rent and Additional Rent payable during the preceding twelve (12) months 
of the Lease Term;



<PAGE>
                                    -30-

     (g)     that Tenant has and will continue to have unencumbered assets 
after the payment of all secured obligations and administrative expenses to 
assure Landlord that sufficient funds will be available to fulfill the 
obligations of Tenant pursuant to this Lease;

     (h)     that if Tenant's trustee, Tenant or Tenant as debtor-in-
possession assumes this Lease and proposes to assign the same to any person 
who shall have made a bona fide offer to accept an assignment of this Lease on 
terms acceptable to the trustee, Tenant or Tenant as debtor-in-possession, the 
notice of such proposed assignment, setting forth (i) the name and address of 
such person, (ii) all of the terms and conditions of such offer, and (iii) the 
adequate assurance to be provided Landlord to assure such person's future 
performance under the Lease, including, without limitation, the assurance 
referred to in Title 11 U.S.C. 365(b)(3) (as the same may be amended), shall 
be given to Landlord by the trustee, Tenant or Tenant as debtor-in-possession 
no later than twenty (20) days after receipt by the trustee, Tenant or Tenant 
as debtor-in-possession of such offer, but in any event no later than ten (10) 
days prior to the date that the trustee, Tenant or Tenant as debtor-in-
possession shall make application to a court of competent jurisdiction for 
authority and approval to enter into such assignment and assumption, and 
Landlord shall thereupon have the prior right and motion, to be exercised by 
notice to the trustee given at any time prior to the effective date of such 
proposed assignment, to accept an assignment of this Lease upon the same terms 
and conditions and for the same consideration, if any, as the bona fide offer 
made by such person, less any brokerage commissions which may be payable out 
of the consideration to be paid by such person for the assignment of this 
Lease.

                              ARTICLE EIGHTEEN
                         COVENANT OF QUIET ENJOYMENT

     Landlord covenants that upon Tenant paying the Rent and all other charges 
payable by Tenant hereunder and the performance of all the other terms, 
covenants, and conditions contained in this Lease on Tenant's part to be 
performed, Tenant shall peaceably and quietly enjoy the Premises, without 
hindrance, ejection or molestation by any persons lawfully claiming under 
Landlord, subject to the other terms, covenants and conditions of this Lease 
and to all Superior Leases or Superior Mortgages to which this Lease may be or 
become subject and subordinate.  Landlord hereby represents that it is well 
seized and possessed of the Premises and has a lawful right to enter into this 
Lease.

                              ARTICLE NINETEEN
                                  NO WAIVER

     SECTION 19.01  NO WAIVER.  The failure of either party to seek redress 
for the violation of, or to insist upon the strict performance of any of the 
terms, covenants, or conditions contained in this Lease on the other party's 
part to be so performed, or any of the Rules and Regulations of the Building 
shall not constitute a waiver thereof, and the first party shall have all 
remedies provided herein and by applicable law with respect to any subsequent 
act, which would have originally constituted a default pursuant to the terms 
of this Lease.  The receipt by Landlord of any installment of Rent and other 
charges with knowledge of the breach of any of Tenant's terms, 



<PAGE>
                                    -31-

covenants, or conditions shall not be deemed a waiver of such breach.  No 
term, covenant or condition of this Lease, on either party's part to be 
performed, shall be deemed to have been waived by the other party unless such 
waiver be in writing and signed by the other party.  No payment by Tenant or 
receipt by Landlord of an amount less than Rent or other charges then payable 
shall be deemed to be other than on account of Rent and other charges then 
owing by Tenant, and shall be applied in any manner that Landlord may elect.  
No endorsement or statement on any check or any letter accompanying any check 
or payment of any installment of Rent or other charges shall be deemed binding 
on Landlord or constitute an accord and satisfaction, and Landlord may cash 
such check or payment without prejudice to Landlord's right to recover the 
full amount of Rent or other charges then owing by Tenant, and Landlord shall 
be entitled to pursue each and every remedy in this Lease provided at law or 
in equity.  The receipt and retention by Landlord of a sum equal to Rent and 
other charges from anyone other than Tenant shall not constitute a waiver by 
Landlord of provisions contained in Article Thirteen, or the acceptance of 
such other person as Tenant, or a release of Tenant from the further 
performance the terms, covenants, and conditions herein to be performed by 
Tenant.  It is specifically covenanted and agreed by Tenant that the failure 
of Landlord to bill for or collect any installment of Rent or other charges in 
a timely manner shall not be construed as a waiver of Landlord's right to 
collect any Rent or other charges at any time during the Lease Term or 
thereafter.  Tenant's covenants as provided in the preceding sentence shall 
survive the Expiration Date or the earlier termination of the Lease Term.

     SECTION 19.02  NO SURRENDER IMPLIED.  No act or failure to act by 
Landlord or Landlord's agents, employees, servants, contractors or 
subcontractors shall constitute an actual or constructive eviction by 
Landlord, nor shall such act or failure to act be deemed an acceptance of a 
surrender of the Premises, and no agreement to accept the surrender of the 
Premises shall be valid unless in writing signed by Landlord.  No agent, 
employee, servant, contractor or subcontractor employed by Landlord shall have 
the power to accept the keys for the Premises prior to the Expiration Date or 
such earlier termination as shall have been agreed to in writing.  The 
delivery of the keys to the Premises, except as provided in the preceding 
sentence, shall not operate as a termination of the Lease or a surrender of 
the Premises.  In the event Tenant at any time desires to have Landlord sublet 
the Premises for Tenant's account, Landlord or anyone authorized by Landlord 
to act on Landlord's behalf is hereby authorized to receive said keys for such 
purpose without releasing Tenant from any of Tenant's obligations pursuant to 
this Lease, and Tenant hereby releases Landlord from any liability for loss of 
or damage to any of Tenant's Property in connection with such subletting.

                               ARTICLE TWENTY
                                   BROKER

     Tenant covenants, warrants and represents that there is no broker 
involved in this Lease except as set forth in Section 2.01.  Landlord agrees 
to be responsible for the broker's fee due said identified broker, if any.  
Tenant agrees to indemnify and hold harmless Landlord against 



<PAGE>
                                    -32-

and from any claims for any brokerage commissions and all costs, expenses and 
liabilities in connection therewith, including, without limitation, attorneys' 
fees and expenses, arising out of any conversations or negotiations had by 
Tenant with any broker other than the broker identified above.

                             ARTICLE TWENTY-ONE
                                   NOTICES

     Any notice, statement, demand, consent, approval, request or other 
communication required or permitted to be given, rendered or made by either 
party to the other, pursuant to this Lease or pursuant to any applicable law 
or requirement of public authority, shall be in writing (whether or not so 
stated elsewhere in this Lease) and shall be (i) hand-delivered, effective 
upon receipt, or (ii) sent by United States Express Mail or by private 
overnight courier, effective upon receipt deemed effective on the next day, or 
(iii) served by certified or registered mail), postage prepaid, return receipt 
requested, deemed effective on the day of actual delivery as shown by the 
addressee's return receipt or the expiration of five (5) days after the date 
of mailing, whichever is the earlier in time; addressed to the respective 
party at the address set forth in Section 2.01 above.  Either party may, by 
notice as aforesaid, designate a different address or addresses for notices, 
statements, demands or other communications intended for it.  The grace period 
for curing of defaults shall commence on the date of receipt of notice thereof 
from Landlord.

                             ARTICLE TWENTY-TWO
                        SUBORDINATION, ATTORNMENT AND
                   NOTICE TO MORTGAGEES AND GROUND LESSORS

     SECTION 22.01  SUPERIOR MORTGAGEES AND SUPERIOR LESSORS.  This Lease, and 
all rights of Tenant hereunder, are and shall be subject and subordinate to 
any mortgages or ground leases which may now or hereafter affect the Building 
and/or Land and to all renewals, modifications, replacements and extensions 
thereof.  This Section shall be self-operative and no further instrument of 
subordination shall be required.  In confirmation of such subordination, 
Tenant shall promptly execute, acknowledge and deliver any instrument that 
Landlord or the holder of any such mortgage or ground lease or any of their 
respective successors in interest may reasonably request to evidence such 
subordination.  Any mortgage to which this Lease is, at the time referred to, 
subject and subordinate is herein called a "SUPERIOR MORTGAGE" and the holder 
of a Superior Mortgage is herein called a "SUPERIOR MORTGAGEE."  Any ground 
lease to which this Lease is subordinate is herein called a "SUPERIOR LEASE" 
and the holder of a Superior Lease is a "SUPERIOR LESSOR."  Tenant agrees, in 
the event of any proceeding in foreclosure of any such Superior Mortgage or 
agreement to convey title by deed in lieu of foreclosure or in the event a 
Superior Lessor obtains possession of the Building due to the termination of 
the Superior Lease, Tenant will attorn to any such Superior Mortgagee or 
Superior Lessor, without any deductions or set-offs whatsoever if so requested 
to do so and to recognize such successor as Landlord under the Lease provided 
that such successor offers to recognize this Lease.  Not in limitation, Tenant 
will execute a Subordination Agreement in the form attached to this Lease as 
EXHIBIT E.



<PAGE>
                                    -33-

     SECTION 22.02  RIGHTS OF SUPERIOR MORTGAGEES AND SUPERIOR LESSORS.  If 
any act or omission of Landlord would give Tenant the right, immediately or 
after lapse of a period of time, to cancel or terminate this Lease, or to 
claim a partial or total eviction, Tenant shall not exercise such right (a) 
until it has given written notice of such act or omission to Landlord and each 
Superior Lessor or Superior Mortgagee whose name and address shall previously 
have been furnished to Tenant, and (b) until a reasonable period for remedying 
such act or omission shall have elapsed following the giving of such notice 
and following the time when such Superior Lessor or Superior Mortgagee shall 
have become entitled under such Superior Lease or Superior Mortgage to remedy 
the same (which reasonable period shall in no event be less than the period to 
which Landlord would be entitled under this Lease or otherwise, after similar 
notice, to effect such remedy), provided such Superior Lessor or Superior 
Mortgagee shall with due diligence give Tenant notice of intention to, and 
commence and continue to, remedy such act or omission.

     SECTION 22.03  MODIFICATIONS ON DEMAND OF MORTGAGEE.  If any Superior 
Lessor or Superior Mortgagee shall require any modification(s) of this Lease, 
Tenant shall, at Landlord's request, promptly execute and deliver to Landlord 
such instruments effecting such modification(s) as Landlord shall require, 
provided that such modification(s) do not adversely affect in any material 
respect any of Tenant's rights under this Lease.

                            ARTICLE TWENTY-THREE
                    ESTOPPEL CERTIFICATE, NOTICE OF LEASE

     SECTION 23.01  ESTOPPEL CERTIFICATE.  Tenant agrees, at any time, and 
from time to time at no cost or expense to Landlord and upon not less than 
five (5) days' prior written notice from Landlord, to execute, acknowledge and 
deliver to Landlord, addressed to Landlord a statement certifying:  (a) the 
Commencement Date and the Expiration Date, (b) that this Lease is in full 
force and effect and has not been assigned, modified, supplemented or amended 
(except by such writings as shall be stated), (c) that all conditions under 
this Lease to be performed by Landlord have been satisfied, (d) that there are 
no defenses or offsets against the enforcement of this Lease by Landlord, or 
stating those claimed by Tenant, (e) the amount of advance rental, if any (or 
none if such is the case), paid by Tenant, (f) the date to which rental has 
been paid, and (g) the amount of security deposited with Landlord, provided, 
however, that Tenant shall not be required to make written declarations as to 
any matters which to its knowledge are inaccurate or not true.  It is hereby 
intended that any statement delivered by Tenant pursuant to this Section 23.01 
may be relied upon by Landlord or a purchaser of Landlord's interest in the 
Land and/or Building and by any Superior Lessor or Superior Mortgagee or 
prospective mortgagee of the Land and/or Building and by any prospective 
landlord under a ground or underlying lease affecting the Land and/or Building 
or both.

     SECTION 23.02  NOTICE OF LEASE.  At the request of either party, Landlord 
and Tenant shall promptly execute, acknowledge and deliver a notice of lease 
sufficient for recording in accordance with the statutes of the State of 
Connecticut.  In no event shall this Lease be recorded and if Tenant records 
this Lease in violation of the terms hereof, Landlord shall have the option to 
terminate this Lease upon notice to Tenant..



<PAGE>
                                    -34-

                             ARTICLE TWENTY-FOUR
        TRANSFER OF LANDLORD'S INTEREST AND LIMITATION OF OBLIGATION

     SECTION 24.01  LANDLORD'S TRANSFEREE BOUND.  This Lease shall be binding 
upon Tenant, its heirs, successors and assigns.  The obligations of Landlord 
under this Lease shall not be binding upon Landlord with respect to any period 
subsequent to the transfer of its interest in the Premises, and in the event 
of such transfer, said obligations shall thereafter be binding upon each 
transferee of the interest of Landlord in the Premises but only with respect 
to the period beginning with such transfer and ending with a subsequent 
transfer by such transferee.

     SECTION 24.02  TENANT'S REMEDY LIMITED.  Tenant shall look only to 
Landlord's estate and property in the Land and Building (or the proceeds 
thereof) for the satisfaction of Tenant's remedies for the collection of a 
judgment or other judicial process requiring the payment of money by Landlord 
in the event of any default by Landlord hereunder, and no other Property or 
assets of Landlord or its partners or principals, disclosed or undisclosed, 
shall be subject to the levy, execution or other enforcement procedure for the 
satisfaction of Tenant's remedies under or with respect to this Lease, the 
relationship of Landlord and Tenant hereunder, or Tenant's use or occupancy of 
the Premises.  Notwithstanding anything provided in this Lease or provided at 
law or in equity to the contrary, in the event that Tenant shall obtain a 
monetary judgment against Landlord in any action or proceeding, Tenant shall 
seek satisfaction of such a judgment only from Landlord's estate and interest 
in the Land and Building (or the proceeds from the sale thereof) and no other 
property or other assets belonging to Landlord shall be subject to levy, 
execution or other enforcement procedure for the satisfaction of any such 
judgment arising from the relationship of Landlord and Tenant hereunder to 
Tenant's use and occupancy of the Premises.  Tenant's covenants contained in 
this Article Twenty-Four shall survive the Expiration Date or the earlier 
termination of the Lease Term.

     SECTION 24.03  LANDLORD'S LIABILITY LIMITED.  Neither Landlord nor any 
partner, director, officer, agent, servant or employee of Landlord shall be 
liable to Tenant for any injury or damage to Tenant or to any other person or 
for any damage to (by vandalism, illegal entry, steam, gases, water, rain, 
snow, electricity or any other causes), or loss (by theft or otherwise) of, 
any property of Tenant or of any other person, irrespective of the cause of 
such injury, damage or loss, unless caused by or due to the primary negligent 
act or omission of Landlord, its agents, servants or employees.  Further, 
neither Landlord nor any partner, director, officer, agent, servant or 
employee of Landlord shall be liable (a) for any such damage caused by other 
tenants or persons in, upon or about the Building, or caused by operations in 
construction of any private, public or quasi-public work; or (b) in the event 
of any such primary negligent act of Landlord, for consequential damages 
arising out of any loss of use of the Premises or any equipment or facilities 
therein by Tenant or any person claiming through or under Tenant.

     SECTION 24.04  HOLD HARMLESS.  Tenant shall indemnify and save harmless 
Landlord against and from (i) any and all claims against Landlord of whatever 
nature arising from any act, omission or negligence of Tenant, its 
contractors, licensees, agents, servants, employees, invitees and/or visitors, 
(ii) all claims against Landlord arising from any accident, injury or damage 
whatsoever caused to any person or to the property of any person and occurring 
during the Lease 



<PAGE>
                                    -35-

Term in, around or about the Premises, (iii) all claims against Landlord 
arising from any accident, injury or damage occurring outside of the Premises, 
but within or about the Land and Building where such accident, injury or 
damage results or is claimed to have resulted from an act or omission of 
Tenant, its contractors, licensees, agents, servants, employees, invitees 
and/or visitors, and (iv) any breach, violation or non-performance of any of 
the terms, covenants, and conditions contained in this Lease on the part of 
Tenant to be fulfilled, kept, observed and performed.  This indemnity and hold 
harmless covenant shall include indemnity from and against any and all 
liability, fines, suits, demands, costs and expenses (including attorneys' 
fees and disbursements) of any kind or nature incurred in connection with any 
such claim or proceeding brought thereon, and the defense thereof by Landlord.  
This indemnity and hold harmless covenant shall survive the Expiration Date or 
the earlier termination of the Lease Term for acts or omissions alleged to 
have occurred during the Lease Term and for any period of time prior to the 
Commencement Date of the Lease during which Tenant was given access to the 
Premises.

                             ARTICLE TWENTY-FIVE
                                   PARKING

     During the Term, Tenant is entitled to the use for itself, and its 
employees, agents, customers and invitees a certain number of Parking Spaces 
as identified in Section 2.01 hereof.  This right to use is ancillary to this 
Lease, cannot be severed from this Lease and confers upon Tenant no rights 
other than the explicit right to use set forth herein, subject to the Rules 
and Regulations of this Building or any rules and regulations applicable to 
any off site parking area.  No specific Parking Spaces shall be reserved for 
Tenant.

                             ARTICLE TWENTY-SIX
                                MISCELLANEOUS

     SECTION 26.01  INTEGRATION CLAUSE.  This Lease, together with all 
Exhibits and Schedules attached hereto which by this reference are hereby 
fully incorporated into this Lease, contains the entire agreement between 
Landlord and Tenant with respect to the Premises and all prior agreements 
between the parties hereto are merged into this Lease except for covenants in 
any such agreements that be their terms are said to survive, and any 
agreements hereafter made between Landlord and Tenant with respect to the 
Premises shall be ineffective to change, modify, waive, release, discharge, 
terminate or effect any provision of this Lease, in whole or in part, unless 
such agreement is in writing and signed by the party against whom enforcement 
is sought.

     SECTION 26.02  EFFECT OF PARTIAL INVALIDITY.  If any of the provisions of 
this Lease, or the application thereof to any person or circumstances, shall, 
to any extent, be invalid or unenforceable, the remainder of this Lease, or 
the application of such provision or provisions to persons or circumstances 
other than those as to whom or which it is held invalid or unenforceable, 
shall not be affected thereby, and every provision of this Lease shall be 
valid and enforceable to the fullest extent permitted by law.



<PAGE>
                                    -36-

     SECTION 26.03  WAIVER OF PREJUDGMENT REMEDIES.  Tenant hereby 
acknowledges that this Lease constitutes a commercial transaction, as such 
term is used and defined in Connecticut General Statutes 52-278(a), and Tenant 
hereby waives any prejudgment remedy hearing as provided in Connecticut 
General Statutes 52-278(a) through 52-278(g), inclusive, and authorizes 
Landlord's attorney to issue a writ for a prejudgment remedy without a court 
order, provided the complaint shall set forth a copy of this waiver.

     SECTION 26.04  CHOICE OF LAW.  This Lease shall be governed in all 
respects by the laws of the State of Connecticut.

     SECTION 26.05  TENANT DEFINED.  If the term "Tenant," as used in this 
Lease, refers to more than one person, then, as used in this Lease, said term 
shall be deemed to include all of such persons or any of them; if any of the 
obligations of Tenant pursuant to this Lease are guaranteed, the term "Tenant" 
shall be deemed to include Tenant, the Guarantor, or either or both of them; 
and if this Lease shall have been assigned, the term "Tenant" shall be deemed 
to include Tenant, the assignee, or either or both of them.

     SECTION 26.06  RULES AND REGULATIONS.  Tenant, its contractors, 
employees, agents, visitors, guests and licensees shall faithfully observe and 
comply with all the Rules and Regulations; provided, however, that in the case 
of any conflict between the provisions of this Lease and any such Rules or 
Regulations, the provisions of this Lease shall control, and provided, 
further, that nothing contained in this Lease shall be construed to impose any 
obligation or duty upon Landlord to enforce the Rules and Regulations or the 
terms, covenants or conditions in any other leases against any other tenants, 
and provided, further, that Landlord shall not be liable to Tenant for 
violation of the Rules and Regulations and/or the terms of any other leases by 
any other tenants, their servants, employees, agents, visitors, invitees, 
subtenants or licensees.

     SECTION 26.07  INDEPENDENT OBLIGATIONS.  This Lease and the obligations 
of Tenant to pay Rent and other charges, and to perform and comply with all 
other terms, covenants and conditions on the part of Tenant to be performed 
and complied with, shall not be affected, impaired or excused because of 
Landlord's delay or failure in performing or complying with any of the terms, 
covenants and conditions on the part of Landlord to be performed or complied 
with, or in Landlord's delay or failing to furnish any service or facility for 
any reason(s) beyond the reasonable control of Landlord, including, without 
limiting the generality of the foregoing, strikes, lockouts or labor problems, 
pre-emption in connection with an emergency by any Governmental Authority, or 
by reason of any rule, order or regulation of any department or subdivision 
thereof, of any Governmental Authority, or by reason of the conditions of 
supply and demand which have been or shall be affected by war or other 
emergency or general market conditions, provided that this paragraph shall in 
no event affect Tenant's other rights hereunder where Tenant shall not be able 
to use the Premises for 180 consecutive days.

     SECTION 26.08  APPORTIONMENTS AND PRORATIONS.  Any apportionments or 
prorations of Base Rent or Additional Rent to be made under this Lease shall 
be computed on the basis of a three hundred sixty (360) day year, with twelve 
(12) months of thirty (30) days each.



<PAGE>
                                    -37-

     SECTION 26.09  LANDLORD'S CONSENT.  If Tenant requires Landlord's consent 
to perform any act pursuant to the terms of this Lease, Landlord, in its 
reasonable discretion, may refer such a matter to its attorneys and Tenant 
agrees to reimburse Landlord for its reasonable attorneys' fees and 
disbursements as an item of Additional Rent and shall be paid by Tenant within 
ten (10) days following written demand.

     SECTION 26.10  SIGNS.  Unless Landlord shall have given its prior written 
consent, Tenant shall not install, paint, inscribe or maintain any lettering, 
name, sign, business designation, advertising or publicity device on the Land 
or on any exterior window or on any other interior or exterior portion of the 
Building.  Tenant shall have obtained Landlord's prior approval as to 
location, size, color and style, which approval shall not be unreasonably 
withheld.

     SECTION 26.11  KEYS.  On or before the Commencement Date, Tenant will 
furnish Landlord with one (1) full set of keys which will permit Landlord 
entry to all portions of the Premises.  Such keys may be utilized by Landlord 
in the performance of any of Landlord's obligations or in connection with any 
of Landlord's rights as provided herein or by operation of law or otherwise, 
provided Landlord shall have no duty to enter, protect or defend the Premises, 
unless expressly provided herein.  In the event Tenant shall cause the locks 
to any doors or entrance ways to the Premises to be changed at any time during 
the Term, Tenant shall promptly (within 24 hours) deliver to Landlord 
substitute keys which will permit Landlord to unlock the same and will permit 
Landlord with equivalent entry as existed prior to such change.  If Tenant 
fails to deliver such substitute keys and Landlord is required or entitled to 
enter the Premises for whatever reason, Landlord shall suffer no liability to 
Tenant by reason of any forced entry or damage to the Premises resulting from 
its entry without keys and Tenant shall promptly (within 10 days) reimburse 
Landlord for any expenses Landlord may incur in connection with such entry to 
the Premises under such circumstances.

     SECTION 26.12  HOLDOVER.  In the event Tenant shall remain in possession 
of the Premises after the Expiration Date, such holdover shall not be deemed 
to extend or renew the Term, provided that notwithstanding any other provision 
hereof, Tenant shall be liable for the payment of Rent, increased to include 
Base Rent at a rate which equals two hundred (200%) percent of the Base Rent 
charged Tenant immediately prior to such holdover until such holding over is 
terminated by the disposition of Tenant.  The provisions of this Section shall 
not operate as a waiver by Landlord of any right of re-entry or any other 
remedies against Tenant as provided in this Lease or by law.  In addition, in 
the event of such holdover, Tenant agrees to indemnify and hold Landlord 
harmless from all loss or liability resulting from such holdover, including, 
without limiting the generality of the foregoing, any claims made by any 
succeeding tenant founded on such holdover.

     SECTION 26.13  TIME OF ESSENCE.  Time is of the essence with respect to 
the performance of each and every term, covenant and agreement under this 
Lease to be performed by Tenant concerning the payment of Rent or other 
charges.



<PAGE>
                                    -38-

     SECTION 26.14  CAPTIONS; SECTIONS; GENDER.  The captions contained herein 
have been inserted for convenience only and shall not have the effect or 
modifying, amending or changing the express terms and provisions of this 
Lease.  Whenever used, the singular number shall include the plural, the 
plural the singular, and use of any gender shall include all genders.

     SECTION 26.15  DELIVERY OF LEASE.  The preparation of a draft of this 
Lease shall not be deemed an offer.  No rights are to be conferred upon Tenant 
until this Lease has been signed by Landlord and an executed copy this Lease 
has been delivered to Tenant.  This Lease is a joint effort of both parties 
hereto and is not to be construed against either party as having been prepared 
by such party.

     SECTION 26.16  ARBITRATION.  Tenant may, at any time when not in default 
in the payment of any Rent, request arbitration of any matter in dispute where 
arbitration is expressly provided for in this Lease, and Landlord may at any 
time request arbitration of any matter in dispute.  The party requesting 
arbitration shall do so by giving notice to that effect to the other party, 
specifying in said notice the nature of the dispute, and said dispute shall be 
determined in the City of Hartford, by a single arbitrator, in accordance with 
the rules then outstanding of the American Arbitration Association (or any 
organization which is the successor thereto).  The award in such arbitration 
may be enforced on the application of either party by the order of a judgment 
of a court of competent jurisdiction.  All costs and expenses associated with 
such arbitration shall be allocated by the arbitrator.

     SECTION 26.17  REPRESENTATION AS TO TENANT'S LEGAL STATUS.  Tenant hereby 
represents that it is a duly organized and validly existing corporation in 
good standing under the laws of the State of Delaware and will promptly 
confirm the same upon request of Landlord in the manner so requested by 
Landlord.  Tenant hereby authorizes Jeffrey Hazarian, its Chief Financial 
Officer, to execute this Lease on behalf of Tenant and to take all other acts 
and sign all other documents and instruments necessary to effectuate the 
transactions contemplated by this Lease.

     SECTION 26.18  NO RIGHTS UPON DEFAULT.  Notwithstanding anything herein 
that may be construed to the contrary, Tenant shall no right to exercise any 
option or right herein granted to Tenant if Tenant is in default hereof at the 
time of such attempted exercise.  By way of example and not by way of 
limitation, the types of Tenant rights and options contemplated by this 
paragraph include rights to (i) lease additional space, (ii) renew the term 
hereof, (iii) reduce the amount of space leased hereunder, (iv) purchase the 
Building or the property on which the Building is situated or (v) require 
Landlord to provide additional tenant fit-out.

     SECTION 26.19  SUBLEASING EXPENSES.  Tenant shall reimburse Landlord for 
all costs and expenses, including Landlord's reasonable attorneys' fees, in 
connection with Tenant's desire to assign or sublease the Premises.



<PAGE>
                                    -39-

     SECTION 26.20  HOTEL CONFERENCE FACILITIES.  During the term hereof and 
while the Hotel is owned by the then Landlord hereunder, Tenant shall have the 
right to use the Hotel's conference facilities at a discount of 10% from rates 
then charged generally (but always subject to any rules applicable thereto, 
such as availability).  Tenant shall keep this provision in strictest 
confidence, the breach of which shall terminate this provision.

     IN WITNESS WHEREOF, the parties have hereunto set their hands effective 
as of the date first set forth above.



Signed, Sealed and Delivered           LANDLORD:                             
in the Presence of:                                                          
                                       GOODWIN SQUARE LLC                    
                                                                             
                                       By:  Connecticut General Life         
                                            Insurance Company, on behalf of  
                                            its Separate Account Connecticut 
                                            Its Manager                      
                                                                             
/s/ MONA A. LEES                                                             
-----------------------------------         By: CIGNA Investments, Inc.      
                                                Its Authorized Agent         
/s/ KATHLEEN B. CHRISTENSEN                     By: /s/ JAMES H. ROGERS      
-----------------------------------                 -----------------------  
                                                    Name:  James H. Rogers   
                                                    Title: Managing Director 
-----------------------------------                                          
                                                                             
                                                                             
                                       TENANT:                               
                                                                             
                                       TENERA, INC.                          
                                                                             
                                                                             
/s/ JAMES E. ROBISON                   By: /s/ JEFFREY R. HAZARIAN           
-----------------------------------        --------------------------------  
                                           Its Chief Financial Officer       
                                           (Duly Authorized)                 
-----------------------------------                                          



<PAGE>
                                    -40-

STATE OF CONNECTICUT)
                    ) ss.  
COUNTY OF HARTFORD  )

     On this 22nd day of Nov, 1996, personally appeared James H. Rogers, as 
Managing Director of Cigna Investments, Inc., agent of Connecticut General 
Life Insurance Company, the manager of Goodwin Square LLC, signer and sealer 
of the foregoing instrument who acknowledged the same to be his free act and 
deed, and the free act and deed of said organization, before me.


                                       /s/ DONNA M. LUCENTE                  
                                       ------------------------------------  
                                       Notary Public/Commissioner of the     
                                       Superior Court                        
                                       [Notary Seal stamped here]            


STATE OF CALIFORNIA     )
                        )  ss. 
COUNTY OF SAN FRANCISCO )

     On this 19th day of November, 1996, personally appeared Jeffrey Hazarian 
of TENERA, a Delaware corporation, signer and sealer of the foregoing 
instrument who acknowledged the same to be his free act and deed and the free 
act and deed of said corporation before me.


                                       /s/ LAURIE MCNAIR                     
                                       ------------------------------------  
                                       Notary Public/Commissioner of the     
                                       Superior Court                        
                                       [Notary Seal stamped here]            



<PAGE>

                                  EXHIBIT A

                           DESCRIPTION OF PREMISES



<PAGE>

                   [Diagram of floor plan of leased space]




<PAGE>

                                  EXHIBIT B 

                           DESCRIPTION OF THE LAND


     ALL THAT CERTAIN piece or parcel of land located in the Town of Hartford, 
County of Hartford and State of Connecticut  being more particularly bounded 
and described as follows:

     Beginning at a point which marks the southwest corner of the intersection 
of Asylum Street and Haynes Street; thence S 08 degrees l7' 46" W along the 
westerly line of Haynes Street a distance of Two Hundred Sixty-Four and eighty 
one-hundredths (264.80) feet to a point; thence N 87 degrees 33' 59" W along 
the northerly line of Pearl Street a distance of One Hundred Five and sixty-
three one hundredths (105.63) feet to a point; thence N 08 degrees 25' 00" W 
along land now or formerly of the Roman Corporation a distance of Eighty-Six 
and no one-hundredths (86.00) feet to a point; then N 87 degrees 28' 31" W 
along lands now or formerly of the Roman Corporation, 253 Asylum Street 
Associates Limited Partnership and Dora M. Bartley, partly by each, a distance 
of One Hundred Twenty-Six and no one-hundredths (126.00) feet to a point; then 
N 07 degrees l9' 21" E along the easterly line of Ann Street a distance of One 
Hundred Thirteen and sixty-seven one-hundredths (113.67) feet to a point; 
thence S 87 degrees 28' 31" E along lands now or formerly of Louis Mornealt, 
et al., Anthony B. Cacase, et al., and Asylum Associates Limited Partnership, 
partly by each, a distance of One Hundred Twenty-Eight and four one-hundredths 
(128.04) feet to a point; then S 08 degrees 25' 00" W along land now or 
formerly of Asylum Associates Limited Partnership a distance of Seventy-Six 
and forty-eight one-hundredths (76.48) feet to a point; then S 81 degrees ll' 
39" E along the southerly line of Asylum Street a distance of One Hundred Four 
and fifty one-hundredths (104.50) feet to the point or place of beginning.



<PAGE>

                                  EXHIBIT C

                               LANDLORD'S WORK



<PAGE>

            [Diagram of floor plan of landlord's work to be done]



<PAGE>

                                  EXHIBIT D

                             RULES & REGULATIONS


     1.     The halls, corridors, passages, courts, atrium, outside sidewalks, 
lobbies, concourses, ramps, staircases, escalators and elevators shall not be 
obstructed by Tenant, or the employees, agents, servants, visitors or 
licensees of Tenant, or used for any purpose other than ingress and egress to 
and from the Demised Premises.  No bicycles or motorcycles shall be brought 
into the Building or kept in the Demised Premises without the written consent 
of the Landlord.

     2.     No freight, furniture, or bulky matter of any description will be 
received into the Building or carried into the elevators except in such a 
manner, during such hours and using such elevators and passageways as may be 
approved by Landlord.  The installation and moving of such freight, furniture 
or bulky material of any description shall be made upon previous notice to 
Landlord, and the persons employed by Tenant for such work must be reasonably 
acceptable to Landlord.  Tenant may, subject to the provisions of the 
immediately preceding sentence, move freight, furniture, bulky matter or other 
material into or out of the premises on Saturdays between the hours of 8:30 
a.m. and 6:00 p.m. provided tenant pays the additional cost, if any, incurred 
by Landlord for security guards and other expenses arising by reason of such 
move by Tenant.  Any hand trucks, carryalls, or similar appliances used for 
the delivery or receipt of merchandise or equipment shall be equipped with 
rubber tires, side guards and such other safeguards as Landlord shall require.

     3.     Only persons authorized by Landlord will be permitted to furnish 
janitorial services, floor polishing, carpet cleaning, and other similar 
services to Tenant, and only at hours and under reasonable regulations fixed 
by Landlord.  Tenant shall use no other method of heating or cooling than that 
supplied by Landlord.

     4.     Tenant, or the employees, agents, servants, visitors or licensees 
of Tenant, shall not at any time, place, leave or discard any rubbish, paper 
articles or objects of any kind whatsoever outside the doors of the Demised 
Premises or in the corridors or passageways of the Building.  No animals or 
birds shall be brought or kept in or about the Building.

     5.     All blinds on exterior windows shall remain down at all times; and 
the windows in the Demised Premises shall not be covered or obstructed by 
Tenant, nor shall any bottles, parcels or other articles be placed on the 
windowsills or in the halls or in any other part of the Building, nor shall 
any article be thrown out of the doors or windows of the Demised Premises.

     6.     Tenant shall not lay linoleum or other similar floor covering so 
that the same shall come in direct contact with the floor of the Demised 
Premises, and if linoleum or other similar floor covering is desired to be 
used, an interlining of builder's deadening felt shall be first fixed to the 
floor by a paste or other material that may easily be removed with water, the 
use of cement or other similar adhesive being expressly prohibited.



<PAGE>
                                     -2-

     7.     Canvassing, soliciting or peddling in the Building is prohibited 
and Tenant shall cooperate to prevent same.

     8.     Any person in the Building will be subject to identification by 
employees and agents of Landlord.  All persons in or entering the Building 
shall be required to comply with the security policies of the Building.  If 
Tenant desires any additional security service for the Demised Premises, 
Tenant shall have the right (with the advance written consent of Landlord) to 
obtain such additional service at Tenant's sole cost and expense.  Tenant 
shall keep doors to unattended areas locked and shall otherwise exercise 
reasonable precautions to protect property from theft, loss or damage.

     9.     Only workmen employed by Tenant with Landlord's approval, which 
shall not be unreasonably withheld or delayed, or contracted with by Landlord 
for Tenant may be employed for repairs, installations, alterations, painting, 
material moving and other similar work that may be done in or on the Demised 
Premises.

     10.     Tenant shall not bring or permit to be brought or kept in or on 
the Demised Premises any inflammable, combustible, corrosive, caustic, 
poisonous, or explosive substance, or cause or permit any odors to permeate in 
or emanate from the Demised Premises or make, or permit to be made, unseemly 
or disturbing noises or interfere with other tenants or those having business 
with them.

     11.     Tenant shall not conduct any restaurant, luncheonette, automat or 
cafeteria or the sale  of service of food or beverages to its employees or to 
others.  The employees of the Tenant shall not be prohibited from preparing 
their individual meals in suitable microwave or other appliances.

     12.     No boring, driving of nails or screws, cutting or stringing of 
wires shall be permitted in the common areas of the Building, except with the 
prior written consent of Landlord, which consent shall not be unreasonably 
withheld.

     13.     Tenant shall give immediate notice to Landlord in case of theft, 
unauthorized solicitation, or accident in the Demised Premises or in the 
Building or of defects therein or in any fixtures or equipment, or of any 
known emergency in the Building.

     14.     Tenant shall not use the Demised Premises or permit the Demised 
Premises to be used for photographic, multilithor, multigraphic reproductions 
except in connection with its own business and not as a service for other 
except with Landlord's prior written permission.

     15.     Tenant shall not use or permit any portion of the Demised 
Premises to be used as an office for a public stenographer or typist, offset 
printing, the sale of liquor or tobacco, a barber or manicure shop, an 
employment bureau, a labor union office, a doctor's or dentist's office, a 
dance or music studio, any type of school, or for any use other than those 
specifically granted in the lease.



<PAGE>
                                     -3-

     16.     Tenant shall not advertise for laborers giving the Demised 
Premises as an address, nor pay such laborers at a location in the Demised 
Premises.

     17.     The requirements of Tenant will be attended to only upon 
application at the office of Landlord in the Building.  Employees of Landlord 
shall not perform any work or do anything outside of their regular duties, 
unless under special instructions from the office of Landlord.

     18.     Tenant shall not place a load upon any floor of the Demised 
Premises which exceeds the live load per square foot which such floor was 
designed to carry and which is allowed by law.  Business machines and 
mechanical and electrical equipment belonging to Tenant which cause noise, 
vibration, electrical or magnetic interference, or any other nuisance that may 
be transmitted to the structure or other portions of the building, shall be 
placed and maintained by Tenant at Tenant's expense in settings of cork, 
rubber, spring type, or other vibration eliminators sufficient to eliminate 
noise or vibration.

     19.     Tenant shall not place, install, or operate within the Demised 
Premises or any other part of the Building any engine or machinery, or conduct 
mechanical operations therein, without the written consent of Landlord.

     20.     No portion of the Demised Premises or any other part of the 
Building shall at any time be used or occupied as sleeping or lodging 
quarters.

     21.     For the purpose of the Lease, holidays shall be deemed to mean 
and include the following: (a) New Year's Day; (b) Memorial Day; (c) 
Independence Day; (d) Labor Day; (e) Thanksgiving Day; (f) Christmas Day; (g) 
any other generally recognized holidays taken by tenants occupying at least 
one-half (1/2) of the Gross Rentable Area of the Building.

     22.     Tenant shall at all times keep the Demised Premises neat and 
orderly.

     23.     Tenant shall comply with security regulations as Landlord may 
from time to time adopt.  Such regulations may provide for the carrying and/or 
display of security passes by any occupants of the Building during non-working 
hours and non-business days and such other days and hours as Landlord may deem 
necessary or desirable for the orderly management of the Building.

     24.     Landlord reserves the right to rescind, and reasonably amend any 
rules or regulations, to add reasonable new rules or regulations, and to waive 
any rules or regulations with respect to any tenant or tenants.

     25.     Tenant shall not permit the restriction of air flow from heating, 
ventilation or air conditioning diffusers by objects such as papers, books, 
furniture, wall hangings, etc.

     26.     Smoking or carrying lighted cigars, pipes or cigarettes in the 
elevators of the Building is prohibited.



<PAGE>
                                     -4-

     27.     Tenant shall not make any alterations, changes or improvements to 
or in the Demised Premises which are not consistent with planned and existing 
physical conditions in the Building or which would affect any portion of the 
Building other than the Demised Premises.  Without limiting the generality of 
the foregoing, Tenant shall not make any such alterations, changes or 
additions which would affect the heating, ventilating, air conditioning, 
electrical, plumbing, fire safety, security or other systems of the Building 
without in its sold discretion of such alteration, change, or improvement 
would, in the opinion of Landlord, increase the Operating Expense of the 
Building or have an adverse affect on the furnishing of such services to other 
tenants of the Building.



<PAGE>

                                  EXHIBIT E

           SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS AGREEMENT, made  this _____ day of _________, 199_, between , a 
Connecticut __________ with offices at _____________________________, 
Connecticut (hereinafter called "Tenant"), _________________, a ___________ 
having its principal office and place of business at _________ Connecticut 
(hereinafter called "Lender"), and Goodwin Square Associates Limited 
Partnership, a limited partnership organized and existing under the laws of 
the State of Connecticut (hereinafter referred to as "Landlord").


                                 WITNESSETH

     WHEREAS, the Tenant has entered into a certain lease (the "Lease") dated 
_______________, 199_, with Landlord covering premises within a certain 
building known as Goodwin Square (the "Premises"); and

     WHEREAS, the Lender has agreed to make a loan secured by a mortgage (the 
"Mortgage") covering the Premises to the Landlord; and

     WHEREAS, it is a condition precedent to obtaining said loan or was a 
condition of said loan, that said Mortgage securing said loan be a lien or 
charge upon the Premises unconditionally prior and superior to the Lease and 
leasehold interest of Tenant; and

     WHEREAS, Tenant acknowledges when it is recorded that said Mortgage 
constitutes, or will constitute, a lien or charge upon the Premises which is, 
or should be, unconditionally prior and superior to the Lease and leasehold 
interest of Tenant; and

     WHEREAS, Lender has been requested by Tenant and by Landlord to enter 
into a non-disturbance agreement with Tenant;

     NOW THEREFORE, in consideration of the promises and mutual covenants 
hereinafter contained, the parties hereto mutually covenant and agree as 
follows:

     1.     The Lease and any extensions, renewals, replacements or 
modifications thereof, and all of the right, title and interest of the Tenant 
in and to said Premises are and shall be subject and subordinate to the 
Mortgage and to all of the terms and conditions contained herein, and to any 
renewals, modifications, replacements, consolidations and extensions thereof.

     2.     Lender consents to the Lease and, in the event of foreclosure of 
said Mortgage, or in the event Lender comes into possession or acquires title 
to the Premises as  a result of the enforcement of foreclosure of the Mortgage 
or the note secured thereby, or as a result of any other means, Lender agrees 
to recognize Tenant and further agrees that Tenant shall not be disturbed in 
its possession of the Premises for any reason other than one which would 
entitle the Landlord to terminate the Lease under its terms or would cause, 
without any further action by 



<PAGE>
                                     -2-

such Landlord, the termination of the Lease or would entitle such Landlord to 
dispossess the Tenant from the Premises.

     3.     Tenant agrees with Lender that if the interests of Landlord in the 
Premises shall be transferred to and owned by Lender by reason of foreclosure 
or other proceedings brought by it, or any other manner, or shall be conveyed 
thereafter by Lender or shall be conveyed pursuant to a foreclosure sale of 
the Premises (and for purposes of this paragraph, the term "Lender" shall be 
deemed to include any grantee of the Lender or purchaser at foreclosure sale), 
Tenant shall be bound to Lender under all of the terms, covenants and 
conditions of the Lease for the balance of the term thereof remaining and any 
extensions or renewals thereof which may be effected in accordance with any 
option therefor in the Lease, with the same force and effect as if Lender were 
the Landlord under the Lease, and Tenant does hereby attorn to Lender as its 
Landlord, said attornment to be effective and self-operative without the 
execution of any further instruments on the part of any of the parties hereto 
immediately upon Lender succeeding to the interest of the Landlord in the 
Premises.  Tenant agrees, however, upon the election of and written demand by 
Lender within sixty (60) days after Lender receives title to the Premises, to 
execute an instrument in confirmation of the foregoing provisions, 
satisfactory to Lender, in which Tenant shall acknowledge such attornment and 
shall set forth the terms and conditions of its tenancy.

     4.     Tenant agrees with Lender that if Lender shall succeed to the 
interest of Landlord under the Lease, Lender shall not be (a) liable for any 
action or omission of any prior landlord under the Lease, or (b) subject to 
any offsets or defenses which Tenant might have against any prior landlord, or 
(c) bound by any rent or additional rent which Tenant might have paid for more 
than the current month to any prior landlord, or (d) bound by any security 
deposit which Tenant may have paid to any prior landlord, unless such deposit 
is in an escrow fund which fund has been deposited with a Connecticut banking 
institution pursuant to a certain Pledge and Escrow Agreement to which Lender 
is a party, or (e) bound by any amendment or modification of the Lease made 
without Lender's consent, or (f) bound by any provision in the Lease which 
obligates the Landlord to erect or complete any building or to perform any 
construction work or to make any improvements to the Premises.  Tenant further 
agrees with Lender that Tenant will not voluntarily subordinate the Lease to 
any lien or encumbrance without Lender's consent.

     5.     In the event that the Landlord shall default in the performance or 
observance of any of the terms, conditions or agreements in the Lease, Tenant 
shall give written notice thereof to the Lender and the Lender shall have the 
right (but not the obligation) to cure such default.  Tenant shall not take 
any action with respect to such default under the Lease including without 
limitation any action in order to terminate, rescind or void the Lease or to 
withhold any rental thereunder, for a period of 30 days after receipt of such 
written notice thereof by the Lender with respect to any such default capable 
of being cured by the payment of money and for a period of 30 days after 
receipt of such written notice thereof by the Lender with respect to any other 
such default (provided, that in the case of any default which cannot be cured 
by the payment of money and cannot with diligence be cured with such 30-day 
period because of the nature of such default or because Lender requires time 
to obtain possession of the Premises in order to cure the default, if the 
Lender shall proceed promptly to attempt to obtain possession of the Premises, 
where possession is required, and to cure the same and thereafter shall 
prosecute the curing of such 



<PAGE>
                                     -3-

default with diligence and continuity, then the time within which such default 
may be cured shall be extended for such period as may be necessary to complete 
the curing of the same with diligence and continuity).

     6.     This Agreement shall bind and inure to the benefit of the parties 
hereto, their successors an assigns.  As used herein the term "Tenant" shall 
include the Tenant, its successors and assigns; the words "foreclosure" and 
"foreclosure sale" as used herein shall be deemed to include the acquisition 
of Landlord's estate in the Premises by voluntary deed (or assignment) in lieu 
of foreclosure; and the word "Lender" shall include the Lender herein 
specifically named and any of its successors and assigns, including anyone who 
shall have succeeded to Landlord's interest in the Premises by, through or 
under foreclosure of the Mortgage.

     7.     This Agreement shall be the whole and only agreement between the 
parties hereto with regard to the subordination of the Lease and leasehold 
interest of Tenant to the lien or charge of the Mortgage in favor of Lender, 
and, with respect to Lender and Tenant only, shall supersede and cancel any 
prior agreements as to such, or any, subordination, including, but not limited 
to, those provisions, if any, contained in the Lease, which provide for the 
subordination of the Lease and leasehold interest of Tenant to a deed or deeds 
of trust or to a mortgage or mortgages to be thereafter executed, and shall 
not be modified or amended except in writing signed by all parties hereto.

     8.     Tenant declares, agrees and acknowledges that it intentionally and 
unconditionally waives, relinquishes and subordinates the Lease and leasehold 
interest in favor of the lien or charge upon said land of the Mortgage above 
mentioned to the extent set forth in this Agreement, and, in consideration of 
this waiver, relinquishment and subordination, specific loans and advances are 
being and will be made and, as part and parcel thereof, specific monetary and 
other obligations are being an will be entered into which would not be made or 
entered into but for said reliance upon this waiver, relinquishment and 
subordination.

     9.     The use of the neuter gender in this Agreement shall be deemed to 
include any other gender, and words in the singular number shall be held to 
include the plural, when the sense requires.

     10.     Any notice required or allowed by this Agreement shall be in 
writing and shall be sent by certified or registered United States mail, 
postage prepaid, return receipt requested:

     If to Tenant:

     If to Landlord:

     If to Lender:

     The parties may, by written notice to the others, designate a different 
mailing address for notices.



<PAGE>
                                     -4-

     IN WITNESS WHEREOF, the parties hereto have placed their hands and seals 
the day and year first above written.

Signed and acknowledged in             TENANT:                               
the presence of us:                                                          
                                                                             
                                       By:                                   
----------------------------               --------------------------------  
                                           Its                               
----------------------------                                                 
                                                                             
                                                                             
                                       LENDER:                               
                                                                             
                                       [                  ]                  
                                                                             
                                                                             
                                       By:                                   
----------------------------               --------------------------------  
                                           Its                               
----------------------------                                                 
                                                                             
                                                                             
                                       LANDLORD:                             
                                                                             
                                       GOODWIN SQUARE LLC                    
                                                                             
                                       By: Connecticut General Life          
                                           Insurance Company, on behalf of   
                                           its Separate Account Connecticut  
                                           Its Manager                       
                                                                             
                                           By: CIGNA Investments, Inc.       
----------------------------                   Its Authorized Agent          
                                                                             
                                                                             
                                               By:                           
----------------------------                       ------------------------  
                                                   Name:                     
                                                   Title:                    



<PAGE>
                                  EXHIBIT F

                             JANITORIAL SERVICES

     1.     Maintain recycling program, including providing appropriate 
            receptacles.

DAILY SERVICES

     1.     Empty wastebaskets and transport collected waste to trash handling 
            areas.  Replace soiler liners, as required.

     2.     Empty, damp clean and polish all ashtrays - inside and out.

     3.     Clean and service sand urns.

     4.     Clean and sanitize water fountains.

WEEKLY SERVICES

     1.     Spot clean all furniture.

     2.     Low dust to hand height all horizontal surfaces of equipment, 
            ledges, sills and baseboards.

     3.     Dust, spot clean glass and straighten all pictures, frames, 
            charts, graphs and similar wall hangings.

     4.     Dust all partitions, doors and door frames.

     5.     Polish all metal brightwork.

     6.     Clean and vacuum all metal entrance and elevator saddles.

MONTHLY SERVICES

     1.     Dust exterior of lighting fixtures.



<PAGE>
                                     -2-

                             REST ROOM CLEANING

DAILY SERVICES

     1.     Clean, polish and sanitize all vitreous fixtures, including toilet 
            bowls, urinals and sinks using a germicidal detergent solution.

     2.     Clean and polish all chrome fittings and brightwork, including 
            shelves, flushometers and metal dispensers.

     3.     Clean and sanitize both sides of toilet seat with a germicidal 
            detergent.

     4.     Clean and polish all glass and mirrors.

     5.     Empty all containers and disposals.  Waste and refuse will be 
            removed to designated areas.

     6.     Wash and sanitize exterior of all containers.

     7.     Empty, sanitize and replenish interior of sanitary napkin 
            containers.

     8.     Empty and damp clean ashtrays.

     9.     Remove soil from doors, frames, light switches, kick and push 
            plates, handles, etc.

     10.    Refill all dispensers (napkin, soap, tissue, towels, liners, 
            cups).  Supplies to be furnished by Landlord.

     11.    Spot clean all dispensers and receptacles.

     12.    Wet mop or wash entire floor with a germicidal disinfectant 
            cleaning solution.

     13.    Low dust all horizontal surfaces to hand height.  Low dusting 
            includes sills, moldings, ledges, shelves, frames, vents, 
            radiators, partitions, etc.

MONTHLY SERVICES

     1.     Wash and sanitize all partitions, tile walls and enamel surfaces.



<PAGE>
                                     -3-

QUARTERLY SERVICES

     1.     Dust exterior of light fixtures.

     2.     High dust above hand height all horizontal surfaces.  High dusting 
            includes shelving, moldings, ledges, partitions, pipes, vents, 
            heating outlets, etc.

                                  STAIRWAYS

WEEKLY SERVICES

     1.     Dust mop landings, risers, rails, etc. three times per week.

     2.     Spot clean soils and spills.

     3.     Damp mop to control soil build-up.

     4.     Wash to control soil build-up on all handrails and guard rails in 
            stairways.

                                VINYL FLOORS

DAILY SERVICES

     1.     Police for litter.

WEEKLY SERVICES

     1.     Dust mop or sweep.

     2.     Spot mop soil and spills.

     3.     Damp mop.

                           CARPETED FLOOR SURFACES

DAILY SERVICES

     1.     Vacuum clean all traffic areas and obviously soiled carpeted 
            surfaces.

     2.     Inspect for spots and stains.  Spot clean and remove if possible.

WEEKLY SERVICES

     1.     Vacuum all exposed difficult areas, such as under desks, wires, 
            tables, counters, in difficult corners, baseboards and edges.



<PAGE>
                                     -4-
UPON REQUEST

     1.     Carpet shampooing will be performed and invoiced as an extra cost.

                                    GLASS

DAILY SERVICES

     1.     Spot clean lobby window glass.

MONTHLY

     1.     Completely wash and clean both sides of entrance glass doors.

QUARTERLY SERVICES

     1.     Wash and clean the interior of exterior windows.

SEMI-ANNUALLY

     1.     Clean exterior of exterior windows.