CURAGEN CORP
LEASE DATED NOVEMBER 19, 2001, 20 COMMERCIAL STREET
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>5
<FILENAME>dex1028.txt
<DESCRIPTION>LEASE DATED NOVEMBER 19, 2001, 20 COMMERCIAL STREET
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.28

                                 LEASE AGREEMENT

                                   - Between -

                         454 CORPORATION, INC. (Tenant)

                                     - And -

                 20 COMMERCIAL STREET ASSOCIATES, LLC (Landlord)

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                           <C>

                                                                                                  PAGE NO.

PREMISES ............................................................................................... 1
TERM AND USE ........................................................................................... 1
RENT ................................................................................................... 1
TENANT'S REPAIRS ....................................................................................... 2
LANDLORD'S REPAIRS ..................................................................................... 3
INSURANCE .............................................................................................. 3
ALTERATIONS AND IMPROVEMENTS ........................................................................... 4
ENVIRONMENTAL COMPLIANCE AND INDEMNIFICATIONS .......................................................... 4
TENANT'S PROPERTY ...................................................................................... 5
UTILITIES AND FUEL ..................................................................................... 5
ASSIGNMENT AND SUBLETTING .............................................................................. 5
DAMAGE OR DESTRUCTION .................................................................................. 5
CONDEMNATION ........................................................................................... 6
DEFAULT ................................................................................................ 6
HOLDING OVER ........................................................................................... 7
SUBORDINATION .......................................................................................... 7
NOTICES ................................................................................................ 7
SECURITY DEPOSIT ....................................................................................... 8
LANDLORD'S RULES AND REGULATIONS ....................................................................... 8
LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS ......................................................... 8
LIENS .................................................................................................. 9
WASTE .................................................................................................. 9
INSPECTION BY LANDLORD ................................................................................. 9
SURRENDER OF PREMISES .................................................................................. 9
WAIVER OF NOTICE ....................................................................................... 9
ESTOPPEL CERTIFICATE ................................................................................... 9
LIMITATION OF LIABILITY ............................................................................... 10
RIGHTS OF LANDLORD; NON-WAIVER ........................................................................ 10
BROKER ................................................................................................ 10
ENTIRE AGREEMENT; AMENDMENT ........................................................................... 10
NOTICE OF LEASE ....................................................................................... 10
16 COMMERCIAL STREET .................................................................................. 10
</TABLE>


EXHIBIT A - LEGAL DESCRIPTION
EXHIBIT B - GUARANTEE
EXHIBIT C - TENANT IMPROVEMENT ALLOWANCE
EXHIBIT D - TENANT IMPROVEMENTS (Svigals Floor Plan, Detail by OR&L)


<PAGE>




                                 LEASE AGREEMENT

LEASE AGREEMENT made and entered into as of May _____, 2001, between 20
Commercial Street Associates, LLC (hereinafter known as "Landlord"), whose
principal place of business is 431 Orange Street, New Haven, Connecticut 06511,
and 454 Corporation, Inc. (hereinafter known as "Tenant") whose place of
business is 322 East Main Street, Branford, Connecticut 06405.

                                    PREMISES

The Landlord, in consideration of the covenants, conditions, agreements and
stipulations of the Tenant expressed, does hereby lease the following Premises,
the improvements, buildings and land known as 20 and 24 Commercial Street,
Branford, Connecticut 06405. The Premises is also described in Exhibit A of the
Lease.

                                  TERM AND USE

The Term of the Lease and the estate hereby granted (collectively the "Term of
the Lease") shall commence June 8, 2001 (hereinafter known as the "Commencement
Date") and shall end on June 30, 2006 (hereinafter known as "End of Term"). The
End of Term will be adjusted to provide for a full sixty months following the
date the Landlord provides the Tenant with the Tenant Improvement Allowance.

The Premises shall be used by the Tenant for the specific use as an
biotechnology engineering and research facility, and the like for doing all
things incidental and necessary to the foregoing uses, as office space for
corporate office activities. Landlord is its reasonable discretion reserves the
right to limit uses that would constitute and environmental concern, disturb the
quiet enjoyment of other tenants of the Landlord located at the same premises,
or overtax the capacity of the Premises.

                                      RENT

The Rent under this Lease for the Term hereof shall begin on the Commencement
Date and stop at the End of Term. Rent shall include the Base Rent and Common
Area Charges.

     1. Base Rent shall starting on the Commencement Date shall be paid as
follows:

     From June 8, 2001 to June 30, 2001, the Base Rent shall be $6,249.75. Base
Rent payments of $8,333.33 per month will continue after June 30, 2001, until
the Landlord provides the Tenant with the Tenant Improvement Allowance. This
rental period that occurs before the Landlord has provided the Tenant
Improvement Allowance shall be referred to as the Initial Rental Period.

     From July 1, 2001 to June 30, 2004, the Base Rent shall be $160,000 per
year, payable in equal installments of $13,333.33 per month. Notwithstanding
anything to the contrary herein,


                                       1

<PAGE>

Base Rent payments of $160,000 per year will continue for thirty-six months
after the Initial Rental Period.

     From July 1, 2004 to June 30, 2006, the Base Rent shall be $168,000 per
year, payable in equal installments of $14,000.00 per month. Notwithstanding
anything to the contrary herein, Base Rent payments of $168,000 per year will
continue for twenty-four months, starting thirty-six months after the Initial
Rental Period.

2. In addition to Base Rent, the Tenant shall pay the Landlord for all expenses
with respect to the operation, management, and maintenance of the interior and
exterior of the building, the grounds, and all areas incidental to the Premises,
hereinafter referred to as "Common Area Charges." The costs shall include such
items as, but not limited to, real estate taxes, all property insurance, sewer
taxes or usage fees, water usage fees, landscape maintenance, snow removal,
security, administrative costs, management fees, roof repairs, general
maintenance and repairs (other than those for which Tenant is responsible,
referred to as "Tenant's Repairs"), and contractor fees. Common Area Charges
shall exclude depreciation, interest and amortization payments on any mortgage
or other indebtedness of Landlord, capital expenditures, leasing commissions,
structural repairs, and expenses reimbursed to the Landlord by property
insurance.

During the first lease year, the Tenant shall pay $2,500 per month in addition
to Base Rent (hereinafter referred to as "CAC Contribution") towards the Common
Area Charges. The Landlord will reconcile the difference between the CAC
Contribution and the Common Area Charges twice during each Lease year. Also, the
monthly CAC Contribution will be adjusted at the end of each Lease year by the
Landlord to reflect the projected costs for the upcoming year. The Landlord will
provide notice of the new CAC Contribution for the upcoming lease year.

3. The Rent shall be paid to the Landlord at the address specified herein, or at
such other place as the Landlord may designate, in lawful money of the United
States of America, as and when the same shall become due and payable and without
abatement of offset and without notice or demand therefor.

4. If any installment of Rent as provided for in this Lease is not received at
the Landlord's address within (15) fifteen days after the same is due and
payable, the Tenant shall pay an additional amount equal to (5%) five percent of
the monthly Rent so due.

5. As used herein, "Lease Year" shall mean the period commencing on the
Commencement Date and ending on the End of Term, including twelve consecutive
calendar months.

                                TENANT'S REPAIRS

Tenant agrees to provide and pay for all ordinary and necessary maintenance and
repairs of the interior and exterior of the Premises including, but not limited
to, lighting tubes, ballasts, lavatory fixtures and accessories, all glass, all
doors, exit signage, janitorial service, refuse and trash removal, heating and
air conditioning, electrical, plumbing, and all systems in a professional
manner.


                                       2

<PAGE>

While the Landlord may contract, on behalf of the Tenant, for snow plowing, the
Tenant is responsible for shoveling, sanding, salting of sidewalks, entrances,
stairs and stoops, as well as to be certain that the parking areas are safe for
use by the Tenant's employees, visitors and invitees.

                               LANDLORD'S REPAIRS

The Landlord shall contract for landscaping and snow removal service. These
costs shall be reimbursed by the Tenant to the Landlord through the Common Area
Charges. The Tenant shall contract for all other services. So long as no Default
shall have occurred and be continuing hereunder, the Landlord, at its own
expense, shall provide all structural repairs and replacements. Unless such
repairs or replacements shall be required by reason of the Tenant Improvements
or equipment, the default by Tenant in any of its obligations, or the negligence
or willful misconduct of the Tenant, its officers, employees, contractors,
agents, or invitees, in which the Tenant shall reimburse the Landlord for all
such costs and expenses within (10) days of written demand therefor.

                                    INSURANCE

1. At all times during the term of this lease, the Landlord shall insure the
Premises against loss or damage by fire, flood, and such other casualties, rent
loss, in such amount as the Landlord shall deem appropriate. The Tenant shall
reimburse the Landlord for this expense as part of the Common Area Charges.

2. The Tenant shall not commit or permit any violation of the policies carried
by the Landlord, or do or permit anything to be done, or keep or permit anything
to be kept, on or in the Premises, which in case of any of the foregoing, could
result in the termination of such insurance policies, could adversely affect the
Landlord's right of recovery under any such policies, or would result in the
refusal by insurance companies to insure the Premises in the amounts
satisfactory to the Landlord. If any such action by the Tenant shall result in
an increase in the rate of insurance premiums, the Tenant shall pay the increase
to the Landlord upon demand.

3. At all times during this Lease, the Tenant shall insure the Tenant's
Improvements, and the Tenant's Property against loss or damage by fire, flood,
and such other casualties equal to the full replacement value. The tenant will
keep in full force and effect a policy of public liability and property damage
insurance in which the limits shall initially be less than two million dollars
($2,000,000) combined single limit, three million dollars general aggregate
($3,000,000), such limits to be increased as reasonably specified by the
Landlord. The Tenant shall also carry plate glass window insurance and otherwise
be responsible for the same when damaged during the term of this Lease. During
any time when Tenant shall be making alterations or improvements to the
Premises, the Tenant shall keep in full force and effect a policy of completed
value builder's risk insurance (on an "installations floater"), including
building materials, covering loss from damage from fire, lightening, extended
coverage perils, vandalism and malicious mischief, and perils in an amount not
less than the final cost of such alterations or improvements.

4. All insurance policies provided by the Tenant shall be effected under valid
and enforceable policies in form and substance then standard in the State of
Connecticut, issues by insurers having an "AM Best" rating of A- or better.
Within (30) thirty days of the


                                       3

<PAGE>

Commencement Date, the Tenant shall provide certificates to the Landlord of the
insurance. All such insurance policies shall contain an agreement by the
insurers that such policies shall not be canceled, amended, or otherwise
modified without (30) thirty days written notice to the Landlord, and the
Landlord's rights and interests under such policies shall not be subject to
cancellation by reason of any act or omission of the Tenant. All insurance
policies provided by the Tenant shall name the Landlord and Landlord's mortgage
lenders as additional insured as their interests may appear.

5. Tenant shall indemnify and hold the Landlord harmless against any liability
or expense, including reasonable attorney's fees, on account of any accident or
injury to the Tenant, the Tenant's employees, servants, agents, customers,
invitees, licensees, contractors, or visitors, who may be injured by the Tenant
or on the Premises. The foregoing shall not extend to the gross negligence of
the Landlord.

                          ALTERATIONS AND IMPROVEMENTS

1. The Tenant shall not make or have made alterations, improvements,
decorations, installations and substitutions (collectively called "Tenant's
Improvements") in, of or to the Premises without the prior written consent of
the Landlord. Approval by Landlord shall not be unreasonably withheld. Unless
otherwise specified, any improvements or alterations in the Premises made by
Tenant (including without limitation permanent partitions, wall paneling and
lighting fixtures, but excepting the Tenant's Property, shall be and remain upon
and be surrendered with the Premises at the End of Term. If the Landlord
requests the removal of any of the Tenant's Improvements, including telephone
and computer cabling, the Tenant shall in good workmanlike manner remove said
improvements at the End of Term.

2. The Tenant shall obtain all necessary permits and certificates for the
commencement and prosecution of the Tenant's Improvements. The Tenant's
Improvements shall not constitute the basis for a claim against the Landlord,
nor a lien or charge upon or against the Premises. If at any time any such claim
or charge shall be filed against the Premises, the Tenant shall cause such
claim, lien or charge to be properly released of record. The Tenant shall pay
for all materials constituting Tenant's Improvements, and the Tenant agrees that
none of such materials shall be at any time subject to any lien, security
interest, charge, installment sales contract, by any other person, firm or
corporation whether created voluntarily or involuntarily.

                 ENVIRONMENTAL COMPLIANCE AND INDEMNIFICATIOINS

1. "Environmental Laws" shall mean any and all statutory, regulatory, or
decisional law pertaining to the protection of the environment or to any
Polluting Substance, including Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA), the Resource Conservation and
Recovery Act of 1976 (RCRA), and Title 22a "Environmental Protection" of the
Connecticut General Statutes, including Sections 22a-448 through 22a-457, state
and Federal laws concerning underground storage tanks, the Federal Clean Air
Act, 42 USAA Section 7401 et. seq. state law concerning air pollution, Conn.
Gen. Statutes Section 22a-174 et. Seq.; the Federal Clean Water Act, 33 USC
Section 1251 et. seq. And state and Water Pollution Control Act, Conn. Gen.
Stat. Chapter 446k, and any as amended from time to time. The term "Polluting
Substance" shall mean any toxic, polluting waste or substance, determined



                                       4

<PAGE>

by any agency with jurisdiction to pose a present or potential hazard to human
health or the environment.

2. The Tenant shall not cause or permit any Polluting Substance to be generated,
recycled, refined, transported, treated, stored, disposed, handled, processed,
produced or released on the Premises, except in compliance with all applicable
laws and regulations, including the Environmental Laws. The Tenant covenants and
agrees to be responsible for all costs and penalties arising from non-compliance
with the Environmental Laws, permits, or orders of any agency with jurisdiction
that may impair the Premises or third parties. If the event of a release of a
Polluting Substance caused by Tenant's activities, the Tenant shall notify the
Landlord and the appropriate governmental agency within (24) hours of the
release. The Tenant covenants and agrees to forever indemnify and hold the
Landlord harmless from all costs or liabilities, including legal and consulting
expenses, arising from a violation of the foregoing. The Environmental
Compliance shall survive the expiration or termination of this Lease, and be
governed and construed under the laws of the State of Connecticut.

                                TENANT'S PROPERTY

Any trade fixtures, equipment and other personal property installed in or
attached to the Premises by the Tenant, shall remain the property of the Tenant
and may be removed by the Tenant at any time during this lease. The Tenant shall
pay for the cost or repairing any damages to the Premises resulting from such
installation or removal. The Landlord shall not be liable to the Tenant or any
person or company for damage or theft to the Tenant's Property.

                               UTILITIES AND FUEL

The Tenant agrees to pay all charges made by any utility company for services
furnished to the Premises during the term of this Lease, including, but not
limited to, electricity, gas, water, sewer, telephone, and cable television.

                            ASSIGNMENT AND SUBLETTING

The Tenant agrees not to assign or in any way encumber this Lease, nor sublet
the Premises, or any part hereof, without obtaining prior written consent of the
Landlord, which shall not be unreasonably withheld. In the event the Landlord
consents to an assignment, by reason of a sale of the Tenant, or for any other
purpose, the Tenant will remain liable for full performance of the lease. In the
event of an assignment, or sale of the Tenant, all rights and guarantees
provided to the Landlord by the Guarantee (Exhibit B) will survive the
assignment.

                              DAMAGE OR DESTRUCTION

1. In the event that the Premises, other than Tenant's Improvements or Tenant's
Property, is damaged by fire or other insured casualty, but the Tenant shall
continue to have reasonably convenient access, and no portion shall be rendered
unfit for use and occupancy, the Landlord


                                       5

<PAGE>

shall repair such damage with diligence. During the repair period, the Rent
shall not be abated or suspended.

2. In the event that the Premises, other than Tenant's Improvements or Tenant's
Property, are damaged or destroyed by fire or other insured casualty, and the
Tenant shall not have reasonably convenient access, or rendered unfit for use
and occupancy, and if in the sole judgment of the Landlord the damage may be
repaired within one hundred and eighty days (180) after the occurrence, then the
Landlord shall notify the Tenant within thirty (30) days after the occurrence,
and shall repair such damage with diligence. If the Premises does not have
reasonably convenient access, or some portion of the Premises, or the whole of
the Premises is rendered unfit, the Rent shall be appropriately abated during
the period until tenant regains full occupancy. The Tenant shall have the right
to terminate the Lease, within ten (10) days notice, if the Landlord cannot
repair the damage and receive appropriate authority for Use and occupancy after
the one hundred and eighty (180) day period, except for delays caused by acts of
god, strikes, or government regulation. No damages, compensation or claim shall
by payable to the Landlord or the Tenant, or any other person, by reason of
inconvenience, loss of business, or annoyance arising from any damage, or repair
thereof.

                                  CONDEMNATION

If the building, or so much of the building as is necessary for the Tenant's Use
and occupancy for the purpose set forth herein, shall be taken by condemnation
or in any other manner, then the term of this lease shall terminate as of the
date title vests in the taking authority, and the Rent shall be apportioned as
of such date. The Tenant shall have the right in any condemnation proceeding to
any award payable for the Tenant's moving expenses and the value of the Tenant's
Property. The Tenant shall have no other right to any award for taking of the
land, the contract value of this Lease, and rights to all such rewards shall be
retained by the Landlord.

                                     DEFAULT

1. Any of the following shall constitute "Default" under this Lease: whenever
the Tenant fails to pay Rent or Common Area Charges, or any other charge payable
by Tenant to the Landlord, under this Lease within fifteen (15) days of it being
due. Or, whenever the Tenant fails to obtain or maintain the required insurance
under this Lease, or if the Tenant does, or fails to do, any other action
provided for by this Lease, and does not remedy the same within thirty (30)
days.

2. In the event of Default, the Landlord shall have the immediate right, at its
election, to terminate the term of the Lease by giving the Tenant ten (10) days
notice of the Landlord's election to terminate. The Landlord may elect to take
possession and remove the property and possessions of the Tenant, and the same
may be stored in a public warehouse, at the cost for the account of the Tenant,
and without notice or resort to legal process. The Landlord shall not be guilty
of trespass, or be liable for loss or damage occasioned thereby.


                                       6

<PAGE>

3. If the Landlord elects to take possession, subsequent and as a result of a
default the Landlord shall be under no obligation to re-lease the whole or part
of the Premises on behalf of the Tenant, for period equal to, greater or less
than, the remainder of the term of this Lease, and at such rent and upon such
terms as the Landlord shall deem reasonable. The Landlord shall be entitled to
the rent upon such re-leasing, to the extent that such rent is equal to or less
than the Rent.

4. If the Landlord elects to re-enter and take possession of the Premises, and
whether or not the Landlord has terminated this lease, or re-leased the
Premises, the Tenant shall pay to the landlord as liquidated damages, within ten
(10) days of written demand, all unpaid Rent for the Term of the Lease,
including Common Area Charges, all expenses of maintaining the Premises while
vacant, all expenses, including reasonable attorney's fees, incurred by Landlord
in recovering possession, re-leasing the same, and collecting Rent, all costs of
repairs and decorations to re-lease the Premises, and all brokerage commissions
in re-leasing the Premises. Notwithstanding the foregoing, the Landlord shall
reimburse to Tenant that portion of the unpaid Rent that is recovered by
Landlord's re-leasing the Premises.

                                  HOLDING OVER

The Tenant shall pay to the Landlord Rent equal to one hundred and twenty-five
(125%) percent of the Rent payable at the End of Term. The hold-over rent shall
be paid in equal monthly installments. The provisions of this article shall not
constitute a waiver or limit any other rights and remedies of the Landlord
provided herein or at law.

                                  SUBORDINATION

This lease and all rights of the Tenant hereunder are subject to and subordinate
to any mortgage or ground lease made by the Landlord, which affect the Premises.
It is the intention of the Landlord and Tenant that this provision be
self-operative, and no further instrument shall be required to effect a
subordination of this Lease. Upon demand, however, the Tenant shall at any time
execute, acknowledge and deliver to the Landlord any subordination agreement to
any future mortgagee or ground lessor. If in the mortgaging of the Premises by
the Landlord, any mortgagee requests modifications to the Lease, and such
modification does not materially increase the obligations of the Tenant, the
Tenant shall not withhold or delay consent to such modification.

                                     NOTICES

Whenever notice is required by conditions of this lease, such notice shall be
given or served in person, or sent by a nationally recognized overnight carrier,
or by registered or certified mail, return receipt requested, and addressed as
follows:


                                       7

<PAGE>

To Landlord at:
---------------

Richard Michaud
20 Commercial Street Associates, LLC
C/o Michaud Company
431 Orange Street
New Haven, Connecticut  06511

To Tenant at:
-------------
454 Corporation, Inc.
20 Commercial Street
Branford, Connecticut  06405

Or to such other person or address as either party shall have specified for
itself by notice to the other party in the manner set forth previously.

                                SECURITY DEPOSIT

Contemporaneously with the execution of this Lease, the Tenant has deposited
with the Landlord the sum of thirteen thousand three hundred and thirty-three
dollars ($13,333.33). The security deposit will be held by the Landlord, without
liability for interest except as required by law, as security for the
performance by the Tenant of all terms of this Lease. The Security Deposit shall
not be used to pay Rent at the End of Term. The Security Deposit shall be
returned to the Tenant within thirty (30) days after vacating the Premises with
a final accounting of offsets, if any.

                        LANDLORD'S RULES AND REGULATIONS

No unregistered cars, trucks or trailers may be present upon the Premises
without prior written permission of the Landlord. Outside storage shall be
limited to incidental materials used in the operation of the Tenant's business.
The Tenant shall limit the outside storing of cars, trucks, vans, truck bodies,
storage sheds, boats, trailers, or storage containers. Any and all materials
handling equipment shall not mark or damage the floors and paving. No animals of
any kind shall be housed on the Premises, except seeing eye dogs or similar
animals. While the Landlord will contract for snow removal, the Tenant is
responsible for shoveling and sanding sidewalks, stoops, entranceways, and to be
certain all areas are safe. The Tenant agrees to notify or call the Landlord
within eight (8) hours of an emergency, such as fire, explosion, criminal
activity, environmental hazard, storm damage, and similar events.

                 LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

The Landlord may make any payment or fulfill any obligation on behalf of the
Tenant regarding the repair and maintenance of the Premises. The Landlord shall
not be obligated to perform any of Tenant's covenants. The Tenant is not
released of its obligations thereto if the Landlord performs any of the Tenant's
obligations. If the Landlord makes any payment in performance of


                                       8

<PAGE>

the Tenant's obligations, the payment shall become Rent as used in this lease,
together with interest of eighteen percent (18%) per year or the maximum rate
allowable by law.

                                      LIENS

The Tenant shall not suffer or permit any mechanics liens, materialman's liens
or other liens, including, but not limited to, real estate broker liens, to be
filed against the Premises. If any such lien shall be filed, the Tenant shall
cause the same to be discharged of record within thirty (30) days of the receipt
of notice by the Tenant of the filing of the same.

                                      WASTE

The Tenant covenants and agrees not to do or suffer any waste, damage,
disfigurement or injury to the Premises of any part hereof.

                             INSPECTION BY LANDLORD

Upon reasonable notice, the Tenant agrees to permit the Landlord, and its
representatives, to enter the Premises. The Landlord shall have the right to
exhibit the same for the purpose of sale. And during the last year of the Lease,
the Landlord shall have the right to exhibit the Premises for the purpose of
leasing or for a sale.

                              SURRENDER OF PREMISES

On the last day of this Lease, or upon any earlier termination, the Tenant shall
quit and surrender the Premises to the Landlord, in good order, condition and
repair. The Tenant shall remove all Tenant's Property, and shall remove those
portions of the Tenant's Improvements designated by the Landlord, and repair any
damage incidental thereto such removal.

                                WAIVER OF NOTICE

Intentionally omitted.


                              ESTOPPEL CERTIFICATE

The Tenant agrees to deliver to the Landlord's written request, within ten (10)
days of receipt, a written certificate, in recordable form, ratifying this
Lease, including all terms and conditions requested by such certificate.


                                       9

<PAGE>

                             LIMITATION OF LIABILITY

Anything within this Lease to the contrary notwithstanding, the Tenant agrees
that it shall look solely to the estate and property of the Landlord in the
Premises for the collection of any judgment, or other judicial process,
requiring the payment of money by the Landlord, and for no other assets of the
Landlord or of any partner in the Landlord.

                         RIGHTS OF LANDLORD; NON-WAIVER

No right or remedy conferred upon the Landlord is intended to be exclusive of
any other right or remedy, and every right and remedy shall be cumulative. The
failure of Landlord to insist upon strict performance of any provision of this
Lease shall not be construed as a waiver or relinquishment thereof for the
future. Receipt by the Landlord of Rent, with knowledge of a breach of any
provision shall not be deemed a waiver of such breach.

                                     BROKER

The Tenant represents that no broker or agent participated with Tenant in this
transaction. The Tenant agrees to indemnify and hold Landlord harmless from and
against any claim of any other broker or agent.

                           ENTIRE AGREEMENT; AMENDMENT

This Lease and all Exhibits attached constitute the entire agreement between the
Tenant and the Landlord. This lease may not be modified except in writing,
signed by both parties. The Tenant by entering into actual possession of the
Premises shall be conclusively deemed to have agreed that the Landlord has
provided its obligations.

                                 NOTICE OF LEASE

This lease shall not be recorded on the Branford land records. Upon written
request by either party, the other party shall execute a Notice of Lease, in
recordable form, satisfying the requirements of Section 47-19 of the Connecticut
General Statues, as amended.

                              16 COMMERCIAL STREET

At the time of signing this lease, the principals of the Landlord also own 16
Commercial Street, Branford, Connecticut. At any time during this ownership, the
Landlord agrees to inform the Tenant of upcoming vacancies at 16 Commercial
Street, so that the Tenant may plan for future expansion.


                                       10

<PAGE>
IN WITNESS WHEREOF, the Landlord and the Tenant have caused this Lease to be
duly executed the day and year written on the first page.


Landlord:                       Signed, sealed and delivered in the presence of:
---------                       ------------------------------------------------

20 Commercial Street Associates, LLC



-----------------------                              -----------------------
Richard Michaud
Member



-----------------------                              -----------------------
Frederick Petrella
Member



Tenant:
-------

454 Corporation, Inc.




-----------------------                              -----------------------
Peter J. Dacey, CPA
Vice President of Finance and Administration




-----------------------                              -----------------------
XXXXXXXXXX
xxxxxxx


                                       11

<PAGE>


                                    EXHIBIT A
                        - Legal Description of Premises -



<PAGE>
                                    EXHIBIT B

                                  - Guarantee -

WHEREAS, 454 Corporation, Inc, ("Tenant"), is desirous of entering into a lease
of even date herewith (the "Lease") for certain space at 20 Commercial Street,
Branford, Connecticut 06405 (the "Premises"); and

WHEREAS, 20 Commercial Street Associates, LLC, as landlord ("Landlord"), has
required Curagen Corporation, 555 Long Wharf Drive, 11th floor, New Haven,
Connecticut, 06511, ("Guarantor") to execute this Guaranty of the Lease
("Guaranty") as set forth herein below; and

WHEREAS, in order to induce Landlord to enter into the Lease, which is being
executed simultaneously herewith, the undersigned Guarantor has agreed to
execute this Guaranty.

NOW, THEREFORE, in consideration of the foregoing together with other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned Guarantor hereby agrees as follows:

AGREEMENT
---------

FIRST: Guarantor hereby (jointly and severally if more than one) absolutely and
unconditionally guarantees to Landlord the full and prompt payment of all base
rent and additional rent and any and all other sums and charges payable by
Tenant under the Lease including without limitation, "holdover rent" or "use and
occupancy payments" (collectively "Rent") hereby further guarantees the full and
timely performance and observance of all of the covenants, terms conditions and
agreements therein provided to be performed and observed by Tenant. In the event
of a default under the Lease, Guarantor hereby covenants and agrees with
Landlord: (i) to make the due and full punctual payment of all Rent, monies and
other charges payable by Tenant under the Lease; (ii) to effect prompt and
complete performance of all and each of the terms, covenants, conditions and
provisions contained in the Lease on the part of Tenant to be kept, observed and
performed; and (iii) to indemnify and save harmless Landlord from any loss,
costs or damages arising out of any failure to pay the aforesaid rent, monies
and charges or the failure to perform any of the terms, covenants, conditions
and provisions. The Guarantor waives notice of any breach or default by Tenant.

SECOND: In the event of a default under the Lease, Guarantor waives any right to
require Landlord to: (I) first proceed against Tenant or pursue any rights or
remedies with respect to the Lease; (ii) proceed against or exhaust any security
that Landlord holds from Tenant; or (iii) pursue any other remedy whatsoever in
Landlord's power. Landlord shall have the right to enforce this Guaranty
regardless of the acceptance of additional security from Tenant and regardless
of the release or discharge of Tenant by Landlord or by others, or by operation
of law.

THIRD: Guarantor hereby expressly waives any right of setoff, counterclaim,
deduction or compensation against amount due under this Guaranty and waives
notice of the acceptance of this Guaranty.

FOURTH: Without limiting the generality of the foregoing, the liability of
Guarantor under this Guaranty shall not be deemed to have been waived, released,
discharged, impaired or affected by reason of any waiver or failure to enforce
any of the obligations of the Tenant under the Lease, or the granting of any
indulgence or extension of time to Tenant, or assignment of the Lease, or the
subletting of the Premises by Tenant, or by the expiration of the term, or if
Tenant holds over beyond the term of the Lease, or the release or discharge of
Tenant in any voluntary or involuntary receivership, bankruptcy, winding-up or
other creditors' proceedings, or the rejection, disaffirmance or disclaimer of
the Lease by any party in any action or proceeding, or the release of any other
Guarantor and shall continue with respect to the periods prior thereto and
thereafter. The liability of the Guarantor shall not be affected by any
repossession of the Premises by Landlord; provided, however, that the net
payments received by Landlord after deducting all costs and expenses of
repossession and/or reletting the same (including, without limitation, any
attorney fees and any reasonable costs or expenses incurred in redecorating,
remodeling, or altering Premises for re-letting), shall be credited from time to
time by Landlord to the account of Tenant and Guarantor and Guarantor shall pay
any balance owing to Landlord from time to time, immediately upon being given
written notice of demand by Landlord in the manner for providing notice set
forth in the Lease.



<PAGE>

FIFTH: The obligations of Guarantor shall not be released by any modification of
the Lease (including any extension or renewal of the term of the Lease), and in
the case any such modification the liability of Guarantor shall be modified in
accordance with the term of any such modification of the Lease. Guarantor waives
any notice of the modification of the Lease.

SIXTH: Guarantor shall pay Landlord reasonable attorney's fees and all costs and
other expenses incurred in any collection or attempted collection of the
Guaranty or in any negotiations relative to the obligations hereby guaranteed.

SEVENTH: Until all the covenants and conditions in the Lease on Tenant's part to
be performed and observed are fully performed and observed, Guarantor: (i) shall
have no right subrogation against Tenant by reason of any payments or acts of
performance by the Guarantor in compliance with the obligations of the Guarantor
hereunder; (ii) waives any right to enforce any remedy which Guarantor now or
hereafter shall have against Tenant by reason of any one or more payments or
acts of performance in compliance with the obligations of Guarantor hereunder;
and (iii) subordinates any liability or indebtedness of Tenant now or hereafter
held by Guarantor to the obligations of Tenant to the Landlord under the Lease.

EIGHTH: This instrument may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing
signed by Guarantor and the Landlord.

NINTH: All of the terms, agreements and conditions of the Guaranty shall extend
to and be binding upon Guarantor, and the heirs, executors, and personal
administrator of Guarantor and shall inure to the benefit of and may be enforced
by Landlord, its successors and assigns, and the holder of any mortgage to which
the leased premises may be subject at any time or from time to time.

TENTH: The use of the singular herein shall include the plural. All property of
the undersigned, whether sole and separate of community, shall be available to
satisfy the obligations created by the Guaranty. This Guaranty shall be governed
by the laws of the State of Connecticut.

ELEVENTH: As further inducement to Landlord to make and enter into the Lease,
Guarantor hereby knowingly and voluntarily waives the right to trial by jury in
any action or proceeding that may hereafter in instituted by Landlord against
Guarantor with respect to this Guaranty. Guarantor further acknowledges that his
Guaranty constitutes a commercial transaction as such term is defined in Section
52-278(a) of the Connecticut General Statutes. Guarantor hereby expressly waives
any and all rights to any notice or hearing under Section 52-278(a) to 52-278(g)
prior to the issuance of a prejudgement remedy and specifically authorize the
attorney for Landlord to issue a writ for a prejudgement remedy without first
securing a court order.

DATED: ________________________, 2001



       ------------------------------



       ------------------------------




<PAGE>





                                    EXHIBIT C

                        - Tenant Improvement Allowance -

The Landlord shall provide to the Tenant a cash allowance of $275,000. The
allowance will be paid during the first three months of the lease term. The
allowance shall be used by the Tenant to offset the cost of improvements the
Tenant will install, at its expense, to the Premises. The improvements tenant
will install are detailed by the floor plan on the following page. Upon payment
by the Landlord of the Tenant Improvement Allowance, the Term of the Lease shall
continue for sixty months.



<PAGE>


                                    EXHIBIT D

                               Tenant Improvements
                          Svigals Associates Floor Plan
                           Construction Detail By OR&L


<PAGE>


--------------------------------------------------------------------------------
                          AMENDMENT OF LEASE AGREEMENT
--------------------------------------------------------------------------------

     This Amendment of Lease Agreement is made and entered into as of the 29th
day of November, 2001, by and between 20 Commercial Street Associates, LLC (the
"Landlord") and 454 Corporation, Inc. (the "Tenant").

                               W I T N E S S E T H

     WHEREAS, Landlord and Tenant entered into a certain Lease Agreement dated
as of May ___, 2001 (the "Lease"); and

     WHEREAS, pursuant to the Lease, Landlord and Tenant agreed that Landlord
would advance certain funds to Tenant or on behalf of Tenant as a Tenant
Improvement Allowance, which would be repaid to Landlord by increased Rent
during a portion of the Term; and

     WHEREAS, Tenant subsequently agreed to forego and waive any right to any
such Tenant Improvement Allowance; and

     WHEREAS, Landlord and Tenant desire to amend the Lease to correctly set
forth the Rent due, absent any such Tenant Improvement Allowance.

     NOW THEREFORE, in consideration of the premises set forth above and the
mutual promises set forth herein, and other valuable consideration, the parties
hereto agree as follows:

     1. Except as otherwise defined herein, any and all defined terms used
herein shall have the meanings set forth in the Lease.

     2. Section of the Lease entitle "RENT" is hereby deleted and the following
is set forth in lieu and substitution therefor:

                                      "RENT

          The term Rent shall include the Base Rent, as defined in paragraph 1
     below, and the Common Area Charges, as defined in paragraph 2 below
     (collectively the "Rent").

     1.   Base Rent in the total amount of $205,916.38 (the "Base Rent") shall
          be payable in monthly installments, in advance, on the first day of
          each month during the Term of the Lease as follows, except for the
          Initial Period, hereinafter defined, for which Base Rent shall be
          payable on June 8, 2001:

          A.   From June 8, 2001 through June 30, 2001, (the "Initial Period")
               the monthly Base Rent shall be $6,249.75;

          B.   From July 1, 2001 through June 30, 2004, the monthly Base Rent
               shall be $8,333.33;

          C.   From July 1, 2004 through June 30, 2006, the monthly Base Rent
               shall be $9,000.00.


<PAGE>





     2.   In addition to the Base Rent, the Tenant shall pay the Landlord for
          all expenses with respect to the operation, management, and
          maintenance of the interior and exterior of the building, the grounds,
          and all areas incidental to the Premises, hereinafter referred to as
          "Common Area Charges." The costs shall include such items as, but not
          limited to, real estate taxes, all property insurance, sewer taxes or
          usage fees, water usage fees, landscape maintenance, snow removal,
          security, administrative costs, management fees, roof repairs that
          result from the Tenant improvements, general maintenance and repairs
          (other than those for which tenant is responsible, referred to as
          "Tenant's Repairs"), and contractor fees. Common Area Charges shall
          exclude depreciation, interest and amortization payments on any
          mortgage or other indebtedness of Landlord, capital expenditures,
          leasing commissions, structural repairs, and expenses reimbursed to
          the Landlord by property insurance.

          During the first lease year, the Tenant shall pay $2,500.00 per month
          in addition to Base Rent (hereinafter referred to as "CAC
          Contribution") towards the Common Area Charges. The Landlord will
          reconcile the difference between the CAC Contribution and the Common
          Area Charges twice during each Lease year. Also, the monthly CAC
          Contribution will be adjusted at the end of each Lease year by the
          Landlord to reflect the projected costs for the upcoming year. The
          Landlord will provide notice of the new CAC Contribution for the
          upcoming lease year.

     3.   The Rent shall be paid to the Landlord at the address specified
          herein, or at such other place as the Landlord may designate, in
          lawful money of the united States of America, as and when the same
          shall become due and payable and without abatement of offset and
          without notice or demand therefor.

     4.   If any installment of Rent as provided for in this Lease is not
          received at the Landlord's address within fifteen (15) days after the
          same is due and payable, the Tenant shall pay an additional amount
          equal to five (5%) percent of the monthly Rent so due.

     5.   As used herein, "Lease Year" shall mean the period commencing on the
          Commencement Date and ending on the End of Term, including twelve
          consecutive calendar months."

<PAGE>

     3. Except as specifically set forth herein, each and every term and
condition of the Lease shall remain in full force and effect.

     4. The Landlord has tendered with this Amendment $35,000 to the Tenant as
full compensation for improvements the Tenant made to the Premises.

     5. In addition to the Landlord's rights of inspection, the Landlord shall
have the right to place a sign upon the premises to advertise it for sale or for
lease during the last year of the lease.

IN WITNESS WHEREOF, the Landlord and the Tenant have caused this Amendment of
Lease Agreement to be duly executed on the day and year first above written.


Landlord:                       Signed, sealed and delivered in the presence of:
--------                         -----------------------------------------------

20 Commercial Street Associates, LLC



-------------------------------     -------------------------------
Richard Michaud
Member



-------------------------------     -------------------------------
Frederick Petrella
Member

Tenant:
------

454 Corporation, Inc.



-------------------------------     -------------------------------
Peter J. Dacey, CPA
Vice President of Finance
and Administration

</TEXT>
</DOCUMENT>
