GUNTHER INTERNATIONAL LTD
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y52350ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>   1
                                                                    Exhibit 10.1

                                      LEASE



         THIS LEASE (hereinafter called the "Lease"), made and entered into as
of the 1st day of May , 2001, by and between UNC INCORPORATED, a Delaware
corporation having an office and place of business at 1068 Hartford Turnpike,
Waterford, Connecticut 06385 as Landlord (hereinafter called "Landlord") and
GUNTHER INTERNATIONAL, LTD. a Delaware company having its principal place of
business at c/o Loews Corporation, 667 Madison Avenue, New York, New York 10021,
as Tenant (hereinafter called "Tenant");


                              W I T N E S S E T H :


         The parties hereto, for the consideration herein stated, hereby
covenant and agree as follows:

         1.       DEMISE; PREMISES:

                  Landlord leases to Tenant, and Tenant leases from Landlord the
Building, Improvements and Land located and described as Lot 1, One Winnenden
Road, Norwich, Connecticut, the building consisting of Seventy Six Thousand Six
Hundred and Fifty Seven (76,657) square feet of space ("Building"), all as
described by the legal description attached hereto as EXHIBIT "A" ("Premises");
together with the right to use in common with Landlord such stairways,
corridors, driveways, entranceways, walkways, rest rooms, parking facilities and
other similar or related facilities as may exist in and about the Building and
land on which the Building is located ("Land") and are generally provided and
designated by Landlord ("Common Areas").


         2.       USE:

                  Tenant shall use the Premises solely for light assembly and
manufacturing, storage and general office use and for no other purpose
whatsoever, without Landlord's consent, which consent Landlord shall not
unreasonably withhold, condition or delay. In addition to the foregoing, Tenant
shall not use or occupy, nor permit or suffer the Premises or any part thereof
to be used or occupied for any unlawful or illegal business, use or purpose, nor
for any business, use or purpose deemed disreputable, nor in any such manner as
to constitute a nuisance of any kind, nor for any purpose or in any way in
violation of any of the restrictions or encumbrances of record, if any, or any
certificate of occupancy or of any present or future government laws,
ordinances, requirements, orders, directions, rules or regulations of any
federal, state or local governmental or quasi-governmental authority having
jurisdiction over the Premises (collectively "Laws").

         3.       TERM; POSSESSION:

                  The term ("Term") of this Lease shall be for a period of five
(5) years commencing on May 1, 2001 ("Commencement Date") and ending at midnight
on April 30, 2006 ("Expiration Date"), unless extended or sooner terminated as
may be hereinafter provided.

         4.       RENT:

(a)      Base Rent.

                           The annual rental ("Base Rent") for the Premises
shall be Two Hundred Eighty-Seven Thousand and No/100 Dollars ($287,000.00)
which Tenant agrees to pay Landlord in
<PAGE>   2
equal monthly installments of Twenty-Three Thousand Nine Hundred Sixteen and
67/100 Dollars ($23,916.67) each, in advance, on the first (1st) day of each and
every calendar month during the term of this Lease. All Rent and other sums due
or to become due hereunder shall be paid promptly when due, without notice or
demand and without deduction or set-off of any amount for whatever reason
whatsoever, to Landlord at its address first above written, unless Landlord
shall designate some other payee or address for the payment thereof by giving
written notice to that effect to Tenant. Except to the extent expressly provided
otherwise in this Lease, it is the intent of the parties that the rent provided
for herein shall be an absolutely net return to Landlord throughout the term of
this lease, free of any expense, charge or other deduction whatsoever with
respect to the Premises and/or the ownership, leasing, operation, management,
maintenance, repair, rebuilding, use or occupation thereof, or of any portion
thereof.

                  (b)      Taxes.

                           (1) Landlord shall pay, subject to reimbursement from
Tenant as hereinafter provided, to the public officers charged with the
collection thereof, before any fine or penalty may be added thereto for the
nonpayment thereof, all real estate taxes, assessments, and other governmental
charges, general and special, ordinary and extraordinary, unforeseen as well as
foreseen, of any kind and nature whatsoever in said categories (all of which
taxes, assessments, and other governmental charges are hereafter referred to as
"Impositions"), that are assessed upon the Lot No. 1, One Winnenden Road,
Norwich, Connecticut, including the Land and Building, and become payable during
the Term of this Lease. Tenant shall reimburse Landlord for such Impositions
within fifteen (15) days of Tenant's receipt of the tax bill. Landlord shall be
responsible for payment of Impositions up and until the Commencement Date.

                           (2) Tenant shall pay to the public officers charged
with the collection thereof, before any fine or penalty may be added thereto for
the nonpayment thereof, all taxes assessed or levied against Tenant's personal
property located in or on the Land or Building.

                           (3) Tenant shall pay to the public officers charged
with the collection thereof, before any fine or penalty may be added thereto for
the nonpayment thereof, all taxes assessed or levied against Tenant's personal
property located in or on the Premises.

                           (4) Notwithstanding the foregoing, Landlord shall pay
to the public officers charged with the collection thereof, before any fine or
penalty may be added thereto for the nonpayment thereof, all real estate taxes,
assessments, and other governmental charges, general and special, ordinary and
extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever
in said categories (all of which taxes, assessments, and other governmental
charges are hereafter referred to as "Impositions"), that are assessed upon the
Lot Nos. 2, 3 and 4, Winnenden Road, Norwich, Connecticut, and become payable
during the Term of this Lease; provided, however, that if, by law, any such
Impositions may at the option of the taxpayer be paid in installments (whether
or not interest shall accrue on the unpaid balance of such Impositions),
Landlord shall pay only such installments as shall become due during the Term of
this Lease. Landlord shall pay to the public officers charged with the
collection thereof, before any fine or penalty may be added thereto for the
nonpayment thereof, all taxes assessed or levied against Landlord's personal
property located in or on the Land or Building.

         5.       UTILITIES:

                  Landlord represents to Tenant that the Premises are serviced
by water, gas electric, sewer and telephone services. Landlord shall provide a
heating, ventilation and air conditioning ("HVAC") system which is sufficient to
maintain a reasonable temperature range throughout the entire Premises. Tenant
shall promptly pay when due all costs and charges for water and sewer services
and all costs and charges for gas, steam, electricity, fuel, light, power,
telephone, heat, communication service and any other utility or service used or
consumed in or servicing the Building and the Premises and all other costs and
expenses involved in the care, management and use thereof to the extent charged
by the applicable utility companies. If Tenant fails to pay any utility bills or
charges, Landlord may, at
<PAGE>   3
its option, upon reasonable notice to Tenant, pay such bills or charges and in
such event, the amount of such payment shall constitute Additional Rent and
shall be due and payable upon demand. Landlord shall not be liable in damages or
otherwise for any failure or interruption of any utility service or other
service furnished to the Premises. Notwithstanding anything in this section to
the contrary, if any interruption or discontinuance of service to be provided to
the Premises pursuant to the terms of the Lease: (i) is caused by the negligence
of Landlord, its agents, employees or contractors, (ii) continues for more than
five (5) consecutive business days without being cured by Landlord and (iii) has
a material, adverse effect on Tenant's business in the Premises, then all Base
Rent and other payments due Landlord hereunder, shall thereafter abate during
the interruption or discontinuance. If Landlord fails to cure such interruption
or discontinuance within sixty (60) days of the initial interruption or
discontinuance, Tenant shall have the right to terminate this Lease.

         6.       CONDITION OF PREMISES:

                  (a) Tenant hereby acknowledges that it has received and
reviewed copies of certain environmental reports ("Environmental Reports"), a
list of which attached hereto as EXHIBIT "B". Subject to Landlord's completion
of certain improvements to the Premises as hereinafter provided, Tenant hereby
represents that it has inspected the Premises and is satisfied with the
condition of the Premises and agrees to accept them in "AS IS" condition. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty with respect to the Premises, the Building or the
Land, or with respect to the suitability of the same for the conduct of Tenant's
business, nor has Landlord agreed to undertake any modification, alteration or
improvement to the Premises or Building, except as specifically provided in this
Lease.

                  (b) Notwithstanding anything in this Lease to the contrary,
Landlord shall complete certain improvements as set forth in EXHIBIT "C"
attached hereto.

         7.       INSURANCE:

                  7.1. Tenant's Insurance. Tenant, at its sole cost and expense,
shall obtain and maintain in effect as long as this Lease remains in effect and
during such other time as Tenant occupies the Premises or any part thereof
insurance policies providing at least the following coverages:

                           (a) General liability insurance, in occurrence form,
insuring Tenant and Landlord as an additionally named insured against any and
all liability for injury to or death of a person or persons, and for damage to
or destruction of property, occasioned by or arising out of or in connection
with the use or occupancy of the Premises or the business operated by Tenant
thereon, and including contractual liability coverage for Tenant's indemnity
obligations under this Lease (other than those contained in Paragraph 27
hereof), to afford protection with a minimum combined single limit of liability
of at least Three Million Dollars ($3,000,000); and

                           (b) Worker's compensation and similar insurance
offering statutory coverage and containing statutory limits and employer's
liability insurance in form and amount deemed reasonable by Tenant in the
exercise of its prudent business judgment.

                  The policies described in subparagraphs (a) through (c) above
will be maintained in companies having a "General Policyholders Rating" of at
least B-plus as set forth in the most current issue of "Best's Insurance Guide",
and will be written as primary policy coverage and not contributing with, or in
excess of, any coverage which Landlord shall carry. With respect to the
insurance described in subparagraph (c) above, Landlord shall be named as named
insured thereunder. Tenant shall deposit certificates of such required insurance
with Landlord prior to the Commencement Date of this Lease, which certificates
shall contain a provision stating that such policy or policies shall not be
canceled or altered except after thirty (30) days' written notice to Landlord.
Tenant shall have the right to provide the coverages required herein under
blanket policies provided that the coverage afforded shall not be diminished by
reason thereof.
<PAGE>   4
                  7.2. Tenant's Property. All furnishings, fixtures, equipment,
and property of every kind and description of Tenant and of persons claiming by
or through Tenant which may be on the Premises shall be at the sole risk and
hazard of Tenant and no part of loss or damage thereto for whatever cause is to
be charged to or borne by Landlord.

                  7.3. Waiver of Recovery. Neither Landlord nor Tenant shall be
liable to the other or to any insurance company (by way of subrogation or
otherwise) insuring the other party for any loss or damage to any structure,
building, or other tangible property, or any resulting loss of income, or losses
under worker's compensation laws and benefits, even though such damage or loss
might have been occasioned by the negligence of Landlord or Tenant or any of
their agents or employees, if any such loss or damage is covered by insurance
benefiting the party suffering such loss or damage or was required of such party
to be covered by insurance pursuant to this Lease.

                  7.4 Landlord's Insurance. Landlord shall maintain, at its sole
expense, during the term of this Lease, "all- risk" coverage insurance for the
Premises sufficient to cover 80% of the replacement value of the Premises from a
company having a "General Policyholders Rating" of at least B-plus as set forth
in the most current issue of "Best's Insurance Guide".

         8.       MAINTENANCE AND REPAIRS:

                  (a) Landlord shall, at its own cost and expense, maintain the
(i) roof, (ii) foundation, (iii) floor slab; (iv) load-bearing walls and any
other structural portions of the Building; (v) capital improvements to
mechanical and electrical services incorporated in or beneath the structure of
the Building, and the HVAC and (vi) the parking lots and driveways as may be
necessary to keep the Premises, Building and in good working order and
condition. Except for the foregoing, Landlord shall have no obligations
whatsoever concerning the maintenance, repair or replacement of any part of the
Premises, Building or Land, except to the extent caused by the negligence or
willful misconduct of Landlord, or its agents, employees, invitees, visitors or
contractors as provided below.

                  (b) Tenant shall, at its own cost and expense, maintain the
Premises in a good, safe, operable condition except to the extent that Landlord
is required to do so pursuant to subparagraph (a) above. Tenant's maintenance
obligations shall include, but not be limited to the routine maintenance, and
non-capital repairs or replacements, as needed, with respect to the HVAC system,
plumbing, utilities and electrical systems within the Premises.

                  (c) Notwithstanding the foregoing provisions, each party shall
be responsible for such damage to the Premises as shall be caused by its
negligence or that of its agents, servants, employees or invitees.

         9.       ALTERATIONS:

                  Subject to the prior written approval of Landlord (which
approval shall not be unreasonably withheld, conditioned or delayed), Tenant
shall have the right to make such alterations and improvements (collectively
"Alterations") in and to the Premises as Tenant shall deem necessary, provided
that the Alterations shall be made at Tenant's own expense, shall not be
structural in nature or impair the structural integrity or safety of the
Building, affect the mechanical systems serving the Building or Premises, or
diminish the value of the Premises. Any Alterations approved by Landlord shall,
at Landlord's option, either become Landlord's property or shall be removed by
Tenant at the end of the term of this Lease, and any damage caused by such
removal shall be repaired by Tenant and the Premises restored to their original
condition, at the sole expense of Tenant, provided however, that Landlord shall
notify Tenant of whether Tenant shall be required to remove such Alterations at
the time Landlord approves the same. Tenant agrees that all work associated with
approved Alterations shall be performed in a good and workmanlike manner and in
accordance with all Laws. Tenant shall not allow any liens to be placed against
the Premises or any part thereof by reason of any such work performed by Tenant,
and Tenant shall cause any such lien as may be filed against any portion of the
Premises to be discharged of record within sixty (60) days after the date of
filing. Tenant shall provide Landlord with
<PAGE>   5
copies of all lien waivers from all contractors and others who are providing
materials and/or labor or other services in connection with the Alterations.

         10.      DAMAGE OR DESTRUCTION:

                  (a) In the event of any damage to or destruction of the
Building occasioned by fire, flood, tornado or by the elements or otherwise
which shall render less than twenty percent (20%) of the Premises unfit for use
by Tenant for the purposes described in Paragraph 2 hereof and said Building
could be reasonably restored or repaired to its pre-damaged condition within one
hundred twenty (120) days after the date of the occurrence of such damage or
destruction, Landlord shall promptly make such temporary repairs or do such
other work as may be necessary in order to protect the Building pending the
making of permanent repairs, restoration or reconstruction, and Landlord shall
commence such reconstruction or repair as soon as reasonably possible after the
occurrence of such damage or destruction and shall substantially complete such
restoration or repair within one hundred twenty (120) days after such
occurrence.

                  (b) In the event of any damage to or destruction of said
Building which shall render twenty percent (20%) or more of said Premises unfit
for use by Tenant for its intended purposes, or if said Building could not be
reasonably repaired or restored within a period of one hundred twenty (120) days
after the date of the occurrence of such damage or destruction, either Landlord
or Tenant shall have the right to terminate this Lease by delivering written
notice thereof to the other within twenty (20) days after the occurrence of such
damage or destruction. Unless this Lease is terminated as herein provided,
Landlord shall, as soon as reasonably possible after the occurrence of any such
damage or destruction, begin to reconstruct or repair such Building and shall
prosecute such reconstruction or repair diligently so that the same shall be
completed in the manner herein described as soon as reasonably possible after
the occurrence of such damage or destruction.

                  (c) Notwithstanding anything to the contrary that may be
contained in this Lease, in the event of any damage or destruction of said
Building occasioned by fire, flood, tornado or by the elements or otherwise
within the last year and one-half of the Term, Landlord shall have the right to
terminate this Lease.

                  (d) In the case of termination of this Lease pursuant to the
provisions of subparagraph (b) hereof, Tenant shall be required to pay Base
Rent, Impositions and other monetary obligations of Tenant herein, only up to
the time of the occurrence of such damage or destruction, and the portion of any
Rent paid in advance which covers the period of time subsequent to such
occurrence shall be refunded by Landlord to Tenant.

         11.      CONDEMNATION:

                  (a) Total Taking. If, by exercise of the right of eminent
domain or by conveyance made in response to the threat of the exercise of such
right (in either case a "taking"), all of the Premises are taken, or if so much
of the Premises are taken that the Premises (even if the restorations described
in paragraph 11(b) were to be made) cannot be used by Tenant for the purposes
for which they were used immediately before the taking, or, at Landlord's or
Tenant's option, if the taking occurs in the last six (6) months of the term of
this Lease, this Lease will end on the earlier of the vesting of title to the
Premises in the condemning authority or the taking of possession of the Premises
by the condemning authority (in either case the "ending date"). If this Lease
ends according to this paragraph 11(a), prepaid Base Rent, Impositions and any
other payments made by Tenant to or on behalf of Landlord hereunder, will be
appropriately prorated to the ending date. The award in a taking subject to this
paragraph 11(a) will be allocated according to paragraph 11(b).

                  (b) Partial Taking.  If, after a retaking, so much of the
premises remains that the Premises can be used for substantially the same
purposes for which they were used immediately before the taking:
<PAGE>   6
                           (i) this Lease will end on the ending date as to the
part of the Premises which is taken;

                           (ii) prepaid Base Rent, Impositions and any other
payments made by Tenant to or on behalf of Landlord hereunder, will be
appropriately allocated to the part of the Premises which is taken and prorated
to the ending date;

                           (iii) beginning on the day after the ending date,
Rent for so much of the Premises as remains will be reduced in the proportion of
the floor area of the building remaining after the taking to the floor area of
the building before the taking; and

                           (iv) at its cost, Landlord will restore so much of
the Premises as remains to a sound architectural unit substantially suitable for
the purposes for which it was used immediately before the taking.

                  (c) Tenant's Award. In connection with any taking subject to
paragraph 11(a) or paragraph 11(b), Tenant may prosecute its own claim by
separate proceedings against the condemning authority for damages legally due to
it (such as the loss of fixtures which Tenant was entitled to remove and moving
expenses) only so long as Tenant's award does not diminish or otherwise
adversely affect Landlord's award.

                  (d) Allocation of an Award for a Total Taking. All awards,
settlements and the like for the taking of the Premises, or any part thereof,
shall be paid to Landlord and shall belong to Landlord absolutely, and Tenant
shall have no claim or right against Landlord for the value of any unexpired
term of this Lease.

         12.      SIGNS:

                  No sign, advertisement or notice shall be inscribed, painted,
affixed, or displayed on, in, or about the Premises, except in such places,
numbers, sizes, colors and styles as are approved in advance in writing by
Landlord, which approval shall not be unreasonably withheld, and which conform
to all applicable laws and ordinances. Any and all permitted signs shall be
installed, maintained and removed by Tenant, at Tenant's sole expense.

         13.      ASSIGNMENT AND SUBLETTING:

                  Tenant covenants that it shall not assign, mortgage or
encumber this Lease, nor sublet all or any portion of the Premises, nor permit
the Premises or any part of the Premises to be used or occupied by others,
without the prior written consent of Landlord in each instance, which consent
Landlord may withhold in its reasonable discretion. The transfer of control or
of a majority of the issued and outstanding capital stock of any corporate
tenant or subtenant of this Lease or a majority interest in any partnership
tenant or subtenant, however accomplished, and whether in a single transaction
or in a series of transactions, shall be an assignment of this Lease or a
subletting which will require Landlord's prior written consent in each instance.
In the event that Landlord grants its consent to an assignment of this Lease or
a sublease of all or a portion of the Premises, Tenant shall nevertheless remain
primarily obligated under this Lease and shall not be released from any of its
obligations hereunder. In the event that Tenant assigns this Lease or sublets
any portion thereof, Tenant agrees to pay Landlord one hundred percent of any
"Profit" (as hereinafter defined) generated from the assignment or all
sublease(s). "Profit" is defined as all rent or other consideration paid to
Tenant by such assignee or subtenant(s)(on a aggregate basis) which is in excess
of the Base Rent and all other sums then being paid by Tenant to Landlord
pursuant to the terms of this Lease. If only part of the Premises is sublet to
one (1) or more subtenants, then the amount paid by Tenant to Landlord pursuant
to this Paragraph shall be deemed to be that fraction thereof that the area of
all the sublet space bears to the entire Premises. Notwithstanding any
provisions of this Lease to the contrary, Tenant, upon providing notice to
Landlord, may without first obtaining Landlord's written consent, so long as
Tenant is not in default of any provision of this Lease, sublet all or any part
of the Premises, or assign all or any part of its right, or delegate its duties
under this Lease to an entity that controls, is
<PAGE>   7
controlled by, or under control with Tenant, to a surviving corporation in a
merger, consolidation or reorganization involving Tenant, or in connection with
the purchase or other acquisition of all of Tenant's stock and/or assets,
provided that said assignee assumes in full the obligations of Tenant under this
Lease.

         14.      SUBORDINATION:

                  Tenant agrees that within fifteen (15) days of request of
Landlord, it shall subordinate this Lease and its rights hereunder to the lien
of any mortgage, deed of trust or other voluntary hypothecation arising out of
any security instrument duly executed by Landlord charged against the Land,
Building and Premises, or any portion or portions thereof, and shall execute
such documents as may be required to effectuate any such subordination provided
that the mortgagee or beneficiary named in such mortgage or deed of trust shall
first agree in writing that so long as Tenant is not in default of any of the
terms, covenants, or conditions of this Lease, neither this Lease nor any of the
rights of Tenant hereunder shall be terminated or modified or be subject to
termination or modification by any trustee's sale, any action or proceeding in
foreclosure, or any sale in lieu of the foregoing.

         15.      DEFAULT:

                  (a) Default by Tenant.  If Tenant at any time during the term
 of this Lease:

                           (i) Shall default in the payment of any installment
of Rent as and when the same shall be due and payable and such monetary default
shall not have been cured within five (5) days of receiving written notice from
Landlord; or

                           (ii) Shall default in the observance or performance
of any of Tenant's other covenants hereunder (other than the covenant to pay
Rent) and such default shall not have been cured within fifteen (15) days after
Landlord shall have given to Tenant written notice specifying such default;
provided, however, that if the default complained of shall be of such a nature
that the same cannot be completely remedied or cured within such fifteen (15)
day period, then such default shall not be an enforceable default against Tenant
for the purposes of this Paragraph if Tenant shall have commenced curing such
default within such fifteen (15) day period and shall proceed with reasonable
diligence and in good faith to remedy the default complained of; or

                           (iii) Shall (a) be adjudicated bankrupt or insolvent,
or (b) have a receiver or trustee appointed for all or substantially all of its
business or assets on the ground of Tenant's insolvency, or (c) suffer an order
to be entered approving a petition filed against Tenant seeking reorganization
of Tenant under the Federal Bankruptcy Laws or any other applicable law or
statute of the United States or any State thereof and such order, appointment,
decree or judgment reference in subsections (a)-(c) is not set aside or
discharged within sixty (60) days ; or

                           (iv) Shall make an assignment for the benefit of its
creditors, or file a voluntary petition in bankruptcy or a petition or answer
seeking reorganization or arrangement under the Federal Bankruptcy Laws or any
other applicable law or statute of the United States or any State thereof, or
shall file a petition to take advantage of any insolvency act or shall consent
to the appointment of a receiver or trustee of all or a substantial part of its
business and property.

                  Then upon the happening of any one or more of such events of
default and the expiration of the period of time prescribed in any such notice,
Landlord may, without further notice to Tenant and without further demand for
Rent due or for the observance or performance of any of said terms, conditions
or agreements, terminate this Lease and re-enter said Premises and remove all
persons and property therefrom, using such force as may be necessary, and again
possess said Premises as its own. In the event of such Lease termination by
Landlord, Tenant will indemnify Landlord against all loss of Rent which Landlord
may incur by reason of said termination for the balance of the term of this
Lease. Landlord shall also be entitled to all remedies provided by law or equity
and to those remedies specified in Paragraph 16 following.
<PAGE>   8

                  (b) Landlord's Remedies:

                           (i) If Tenant shall default in the observance or
performance of any covenants or conditions contained herein and to be performed
on Tenant's part, Landlord may, after the applicable notice to Tenant therefor
as set forth in Paragraph 15 hereof, or without notice if in Landlord's opinion
an emergency exists, perform the same for the account and at the expense of
Tenant and Tenant shall promptly reimburse Landlord for any and all costs and
expenses, including attorneys' fees, thereby incurred by Landlord, together with
interest thereon. If Landlord shall incur any expense, including reasonable
attorneys' fees, in instituting, prosecuting or defending any action or
proceeding instituted by reason of any default of Tenant, Tenant shall reimburse
Landlord for the amount of such expense. Should Tenant, pursuant to this Lease,
become obligated to reimburse or otherwise pay Landlord one or more sums of
money in addition to the Rent, the amount thereof shall be deemed Additional
Rent and may, at the option of Landlord, be added to any subsequent installment
of the Rent due and payable under this Lease as Landlord shall select, in which
event Landlord shall have the additional remedies for default in the payment
thereof provided herein. The provisions of this subparagraph (a) shall survive
the termination of this Lease.

                           (ii) In the event of a default by Tenant of any of
the agreements, terms, covenants or conditions hereof, Landlord shall have the
right of injunction to restrain the same and the right to invoke any remedy
allowed by law or in equity, as if specific remedies, indemnity or reimbursement
were not herein provided.

                           (iii) In the event of any termination of this Lease,
whether by expiration, forfeiture, cancellation, surrender or by operation of
law or by issuance of a final court order, Landlord may re-enter the Premises
and remove therefrom Tenant, its agents, employees, licensees and any assignees,
subtenants, persons, firms or corporations and all of their respective property,
using such force for that purpose as may be necessary without being liable for
prosecution or damages therefor, and thereupon Landlord shall be entitled to
retain possession of the Premises and all additions, alterations and
improvements thereon, fixtures and appurtenances thereto, free from any estate
or interest of Tenant therein. Tenant does hereby expressly waive service of any
notice of intention to re-enter or enter except as herein otherwise expressly
provided.

                           (iv) Tenant, for itself, successors and assigns and
for any and all persons claiming through or under Tenant, including its
creditors, upon the termination of this Lease in accordance with the terms
hereof, or in the event of entry of judgment for the recovery of the possession
of the Premises in any action or proceeding, or if Landlord shall enter the
Premises by process of law or otherwise, hereby waives, to the extent permitted
by law, any right of redemption provided or permitted by any statute, law or
decision now or hereafter in force, and does hereby waive, surrender and give up
all rights or privileges which it or they may or might have under any by reason
of any present or future law or decision, to redeem the Premises or for a
continuation of this Lease for the term hereby demised after having been
dispossessed or ejected therefrom by process of law or otherwise. Tenant does
hereby waive for itself, successors and assigns all right of trial by jury in
any summary or judicial proceedings hereafter instituted by Landlord against
Tenant in respect to the Premises.

                           (v) No receipt of monies by Landlord from Tenant
after the termination hereof in any lawful manner shall reinstate, continue or
extend the Term, or affect any notice theretofore given to Tenant, or operate as
a waiver of the right of Landlord to enforce the payment of any Rent then due or
thereafter falling due, or operate as a waiver of the right of Landlord to
recover possession of the Premises by proper suit, action, proceedings or other
remedy; it being agreed that after the service of notice of termination as
herein provided and the expiration of the time therein specified, after the
commencement of any suit, action, proceedings or other remedy, or after a final
order or judgment for possession of the Premises, Landlord may demand, receive
and collect any moneys due, or thereafter falling due, without in any manner
affecting such notice, suit, action, proceedings, order or judgment; and any and
all such moneys so collected shall be deemed to be payments on account of the
use and occupation of the Premises, or, at the election of Landlord, on account
of Tenant's liability hereunder.

<PAGE>   9

                           (vi) In case of any such termination, re-entry or
dispossess by summary proceedings or otherwise, the Rent and all other charges
required to be paid by Tenant hereunder shall thereupon become due and payable
up to the time of such termination, re-entry or dispossess, and Tenant shall
also pay to Landlord all expenses which Landlord may then or thereafter incur
for legal expenses, attorneys' fees, brokerage commissions and all other costs
paid or incurred by Landlord for restoring the Premises to good order and
condition and for altering and otherwise preparing the same for reletting.
Landlord may at any time and from time to time, relet the Premises, in whole or
in part, either in its own name or as agent of Tenant, for a term or terms
which, at Landlord's option, may be for the remainder of the lease term, or for
any longer or shorter period, and (unless the statute or rule of law which
governs or shall govern the proceedings in which such damages are to be proved,
limits or shall limit the amount of such claim capable of being so proved and
allowed, in which case Landlord shall be entitled to prove as and for liquidated
damages and have allowed an amount equal to the maximum allowed by or under any
such statute or rule of law) Tenant shall be obligated to, and shall pay to
Landlord as damages, upon demand, and Landlord shall be entitled to recover of
and from Tenant, at the election of Landlord, either (i) liquidated damages in
an amount which, at the time of such termination, re-entry or dispossess by
Landlord, as the case may be, is equal to the excess, if any, of the then
present value of the installments of Rent reserved hereunder for the period
which would otherwise have constituted the unexpired portion of the then current
term of this Lease, over the then present value of the net rental value of the
Premises for such unexpired portion of the then current term of this Lease; (ii)
damages (payable in monthly installments, in advance, on the first day of each
calendar month following such termination, re-entry or dispossess, and
continuing until the date originally fixed herein for the expiration of the then
current term of this Lease) in an amount or amounts equal to the excess, if any,
of the sum of the aggregate expenses paid by Landlord during the month
immediately preceding such calendar month for all such items as, by the terms of
this lease, are required to be paid by Tenant, plus an amount equal to the
amount of the installment of Rent which would have payable by Tenant hereunder
in respect of such calendar month had this lease not been so terminated, or, had
Landlord not so re-entered, over the rents, if any, collected by or accruing to
Landlord in respect of such calendar month pursuant to either such reletting, or
from any existing subleases, and any suit or action brought to collect the
amount of the deficiency for any month shall not prejudice in any way the rights
of Landlord to collect the deficiency for any subsequent month by a similar
proceeding.

                           (vii) Landlord, at its option, may make such
alterations, repairs and/or decorations in and to the Premises as in its
reasonable judgment Landlord considers advisable and necessary, and the making
of such alterations, repairs and/or decorations shall not operate or be
construed to release Tenant from liability hereunder. Tenant hereby waives in
favor of Landlord, to the extent permitted by law, any liability to Tenant for
failure to relet the Premises and for failure to collect rent thereof under such
reletting; and in no event shall Tenant be entitled to receive any excess of
such rents over the sums payable by Tenant to Landlord hereunder. Suit or suits
for the recovery of such damages, or any installments thereof, may be brought by
Landlord from time to time at its election, and nothing herein contained shall
be deemed to require Landlord to postpone suit until the date when the term of
this Lease would have expired if it had not been terminated under the provisions
of this Lease or under any provision of law, or had Landlord not re-entered into
or upon the Premises.

                           (viii) The rights and remedies given to Landlord in
this Lease are distinct, separate and cumulative, and no one of them, whether or
not exercised by Landlord, shall be deemed to be in exclusion of any of the
others herein or by law or in equity provided, and nothing herein contained
shall, however, limit or prejudice the right of Landlord to prove for and obtain
as liquidated damages by reason of such termination, an amount equal to the
maximum allowed by any other statute or rule of law in effect at the time when,
and governing the proceedings in which such damages are to be proved, whether or
not such amount be greater, equal to, or less than the amount of the difference
referred to above.

                           (ix) Landlord shall use reasonable efforts to
mitigate damages under this Section 16 regardless of whether the Lease is
terminated hereunder.

                  (c) Landlord's Default and Tenant's Remedies. If Landlord is
in default in performing any of the terms or provisions of this Lease and
Landlord fails to cure such default

<PAGE>   10

within thirty (30) days after receipt of written notice from Tenant stating the
nature and extent of the default, or such longer period of time as may be
reasonably necessary to cure such default, provided Landlord has commenced and
is diligently pursuing the cure of such default, Tenant may cure the default,
including, but not limited to, the making of any repairs or replacements to the
Premises and Landlord shall reimburse Tenant, on demand, for all of Tenant's
costs and expenses.

         17. EXCULPATION AND INDEMNIFICATION:

                  (a) Tenant is and shall be in exclusive control and possession
of the Premises, and Landlord shall not in any event whatsoever be liable for
any injury or damage to any property or to any person happening on, in or about
the Premises nor for any injury or damage to the Premises or any part thereof,
nor to any property, whether belonging to Tenant or any other person, caused by
any fire, breakage, leakage, defect or bad condition in any part of the
Premises, or from steam, gas, electricity, water, rain or snow that may leak
into, issue or flow from any part of the said Premises from the drains, pipes or
plumbing work of the same, or from street, subsurface or any place of quarter,
or due to the use, misuse or abuse of all or any of the elevators, hatches,
openings, installations, stairways or hallways of any kind whatsoever which may
exist or hereafter be erected or constructed on the Premises or from any kind of
injury which may arise from any other cause whatsoever on the said Premises,
including defects in construction of the Building, latent or otherwise, except
to the extent caused by the negligence or willful misconduct of Landlord, its
agents, invitees employees, visitors or contractors as set forth in subsection
17(c) below.

                  (b) Tenant does hereby assume liability for and shall
indemnify, protect, defend, save and hold harmless Landlord and its officers,
agents and employees (except only to the extent of any negligence or willful
misconduct of Landlord, its officers, directors, agents and employees which is
not covered by insurance required to be carried by Tenant pursuant to this
Lease) from and against all liability, judgments, claims, demands, suits,
actions, losses, penalties, fines, damages, costs and expenses (including
attorneys' fees) of any kind or nature whatsoever, except for consequential
damages, due to or arising out of or from (i) any breach, violation, or
non-performance of any covenant, condition, provision or agreement in this Lease
set forth and contained on the part of Tenant to be fulfilled, kept, observed
and performed, or (ii) the use or occupation of the Premises or any part thereof
by Tenant, its employees, agents, contractors, subtenants, assignees, or
invitees.

                  (c) Landlord does hereby assume liability for and shall
indemnify, protect, defend, save and hold harmless Tenant and its officers,
agents and employees (except only to the extent of any negligence or willful
misconduct of Tenant, its officers, directors, agents and employees which is not
covered by insurance required to be carried by Landlord pursuant to this Lease)
from and against all liability, judgments, claims, demands, suits, actions,
losses, penalties, fines, damages, costs and expenses (including attorneys'
fees) of any kind or nature whatsoever, except consequential damages, due to or
arising out of or from (i) any breach, violation, or non-performance of any
covenant, condition, provision or agreement in this Lease set forth and
contained on the part of Landlord to be fulfilled, kept, observed and performed
or (ii) the use or entry upon the Premises or any part thereof by Landlord,
its employees, agents, contractors, assignees, or invitees.


         18. SURRENDER OF PREMISES:

                  Tenant shall deliver up and surrender possession of the
Premises unto Landlord at the termination of this Lease, by expiration of the
term or otherwise, in as good condition as at the commencement of the term
hereof, normal wear and tear excepted. Normal wear and tear, for the purposes of
this Lease, shall be construed to mean wear and tear caused to the Premises by a
natural aging process which occurs in spite of prudent application of normal
standards for maintenance, repair and janitorial practices. It is not intended,
nor shall it be construed, to include items of neglected or deferred maintenance
which would have or should have been attended to during the Lease term if normal
standards had been applied to properly maintain and keep the Premises at all
times in good condition and repair.

<PAGE>   11

         19. HOLDING OVER:

                  In the event Tenant remains in possession of the Premises
after the expiration or termination of this Lease, it shall be deemed to be a
tenancy at sufferance only, at the monthly rental rate of Two Hundred percent
(200%) of the monthly Rent in effect during the last month of the term expired
and governed in all other things, except as to the duration of the term, by the
provisions of this Lease.

         20. INSPECTION OF PREMISES BY LANDLORD:

                  Tenant shall permit Landlord and its agents to enter the
Premises at all reasonable times with reasonable notice, except for emergencies
in which case no notice shall be required, to inspect the same, to post Notices
of Nonresponsibility and similar notices, to show the Premises to interested
parties such as prospective lenders and buyers, to discharge Tenant's
obligations hereunder when Tenant has failed to do so after written notice from
Landlord, and, within one hundred and eighty (180) days prior to the expiration
or earlier termination of the Term, to place upon the Premises, Building and/or
the Land ordinary "For Lease" signs and to show the Premises to prospective
tenants.

         21. QUIET ENJOYMENT:

                  Landlord covenants and agrees that Tenant, so long as it shall
not be in default hereunder, shall and may, at all times during the term of this
Lease and any extension and renewal hereof, peacefully and quietly have, hold,
occupy and enjoy the Premises upon and subject to the terms of this Lease,
without any hindrance or molestation by Landlord or anyone claiming by, through
or under Landlord.

         22. NOTICES:

                  All notices, requests, demands or other communications with
respect to this Lease, whether or not herein expressly provided for, shall be in
writing and shall be deemed to have been duly given either (a) forty-eight (48)
hours after being mailed by United States first-class, certified or registered
mail, postage prepaid, return receipt requested, or (b) the next business day
after being deposited (in time for delivery by such service on such business
day) with Federal Express or another national courier service, for delivery to
the parties as follows:

                  If to Landlord, then to:

                           UNC INCORPORATED
                           1068 Hartford Turnpike
                           Waterford, Connecticut 06385

                           Attention:       _________________________

                  If to Tenant, then to:

                           GUNTHER INTERNATIONAL, LTD
                           c/o Loews Corporation
                           667 Madison Avenue
                           New York, New York  10021

                           Attention:       _________________________

         23. LIENS:

                  Tenant shall keep the Premises, Building and Land free from
all liens arising out of any work performed, materials furnished or obligations
incurred by or on behalf of Tenant and shall indemnify, defend and hold Landlord
and its agents harmless from all claims, costs and liabilities, including
reasonable attorneys' fees and costs, in connection with or arising out of any
such lien or claim

<PAGE>   12

of lien. Tenant shall cause any such lien imposed to be released of record by
payment or posting of a proper bond acceptable to Landlord within ten (10) days
after written request by Landlord. Tenant shall give Landlord written notice of
Tenant's intention to perform work on the Premises which might result in any
claim of lien at least ten (10) days prior to the commencement of such work to
enable Landlord to post and record a Notice of Nonresponsibility.

         24. (INTENTIONALLY DELETED)

         25. COMPLIANCE WITH LAW:

                  (a) Landlord represents and warrants to Tenant that on the
Commencement Date of this Lease, the Land, Building and Premises comply in all
respects with all applicable governmental laws, ordinances, rules, regulations
and requirements. Landlord covenants and agrees that it shall, at all times
during the term and at its sole cost and expense, promptly comply with all
governmental laws, ordinances, rules, regulations and requirements which may in
any way be applicable to the Land, Building or Premises, except to the extent
such compliance is assumed by Tenant as provided in subparagraph (b) below.

                  (b) Tenant shall, at all times during the term and at its sole
cost and expense, promptly comply with all governmental laws, ordinances, rules,
regulations and requirements which may be applicable to the particular manner in
which Tenant conducts its business on the Premises; however, in no event shall
Tenant be required (or permitted) to make any Alterations which are structural
in nature or which affect the building systems, all such required Alterations
being hereby expressly assumed by Landlord.

         26. USE OF HAZARDOUS MATERIAL:

                  26.1. Tenant Obligations. Except for those substances and
materials in such quantities as are listed in the Environmental Reports listed
in EXHIBIT "B", Tenant shall not cause or permit any Hazardous Material to be
brought upon, kept or used in or about the Premises by Tenant, its agents,
employees, contractors or invitees (collectively "Tenant's Invitees") without
the prior written consent of Landlord, which consent Landlord may withhold in
its sole discretion. All Hazardous Materials permitted to be brought upon, kept
or used in or about the Premises by Tenant shall be used, kept and stored in a
manner that complies with all laws regulating any such Hazardous Material so
brought upon or used or kept in or about the Premises. Tenant shall indemnify,
defend and hold Landlord harmless from any and all claims, judgments, damages,
penalties, fines, costs, liabilities or losses (including, without limitation,
diminution in value of the Premises damages for the loss of restriction on use
of rentable or usable space or of any amenity of the Premises, damages arising
from any adverse impact on marketing of space, and sums paid in settlement of
claims, attorneys' fees, consultant fees and expert fees) which arise during or
after the term of this Lease as a result of the presence or suspected presence
of Hazardous Materials in, on or about the Premises caused by Tenant or Tenant's
Invitees. This indemnification of Landlord by Tenant includes, without
limitation, costs incurred in connection with any investigation of site
conditions or any clean-up, remedial, removal, disposal and/or restoration work
required by any federal, state or local governmental agency or political
subdivision because of Hazardous Material present in the soil or ground water on
or under the Premises. Without limiting the foregoing, if there is any release,
generation, disposal, leak or other presence of any Hazardous Material on, under
or about the Premises caused or permitted by Tenant or Tenant's Invitees, Tenant
shall promptly take all actions at its sole expense as are necessary to return
the Premises to the condition existing prior to the introduction of any such
Hazardous Material; provided that Landlord's approval of such actions shall
first be obtained, which approval shall not be unreasonably withheld so long as
such actions would not potentially have any material adverse long-term or
short-term effect on the Premises. The foregoing indemnity shall survive the
expiration or earlier termination of this Lease.

                  26.2. Definition. As used herein, "Hazardous Material" means
any material or substance which is toxic, ignitable, reactive, or corrosive or
which is regulated by "Environmental Laws". The term "Environmental Laws" means
Laws (including statutory, common and case law,

<PAGE>   13

judgments, orders and permits) governing the protection of the environment,
including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act, the Resource Conservation and Recovery Act, the
Clean Water Act, the Clean Air Act, the Toxic Substance Control Act, the Safe
Drinking Water Act, and the Occupational, Safety and Health Act, all as may be
amended from time to time. "Hazardous Material" includes any and all material or
substances which are defined as "hazardous waste", "extremely hazardous waste"
or a "hazardous substance" pursuant to any Laws. "Hazardous Material" includes
but is not restricted to asbestos, polychlorinated biphenyls ("PCBs") and
petroleum products.

                  26.3. Disclosure. At the commencement of this Lease, and on
January 1 of each year thereafter (each such date being hereafter called
"Disclosure Dates"), including January 1 of the year after the termination of
this Lease, Tenant shall disclose to Landlord the names and amounts of all
Hazardous Materials, or any combination thereof, which were stored, used or
disposed of on the Premises, or which Tenant intends to store, use or dispose of
on the Premises.

                  26.4. Inspection. Landlord and its agents shall have the
right, but not the duty, to inspect the Premises at any time to determine
whether Tenant is complying with the terms of this Paragraph 26. If Tenant is
not in compliance with the provisions of this Paragraph 26, Landlord shall have
the right to immediately enter upon the Premises to remedy any contamination
caused by Tenant's failure to comply notwithstanding any other provision of this
Lease. Landlord shall use its best efforts to minimize interference with
Tenant's business but shall not be liable for any interference caused thereby.

                  26.5. Default. Any default under this Paragraph shall be a
material default enabling Landlord to exercise any of the remedies set forth in
this Lease.

                  26.6 Landlord's Indemnity. Landlord shall indemnify and hold
harmless the Tenant from any and all claims, damages, fines, judgments,
penalties, costs, expenses or liabilities (including, without limitation, any
and all sums paid for settlement of claims, attorneys' fees, consultant and
expert fees) arising prior to, during or after the Term from or in connection
with the presence or suspected presence of Hazardous Substances in, on or about
the Land, Building or Premises, except to the extent that the Hazardous
Substances are present as a result of acts of Tenant, Tenant's agents,
employees, contractors or invitees.

                  26.7 Tenant's Indemnity. Tenant shall not cause or permit any
Hazardous Substances to be used, stored, generated or disposed of in, on or
about the Land, Building or Premises by Tenant, its agents, employees,
contractors or invitees, except for such Hazardous Substances as are normally
utilized in the environment of Tenant's Intended Use and are necessary to
Tenant's business. Any such Hazardous Substances permitted on the Premises as
hereinabove provided, and all containers therefor, shall be used, kept, stored
and disposed of in a manner that complies with all Environmental Laws. Tenant
shall indemnify and hold harmless the Landlord from any and all claims, damages,
fines, judgments, penalties, costs, expenses or liabilities (including, without
limitation, any and all sums paid for settlement of claims, attorneys' fees,
consultant and expert fees) arising during or after the Term from or in
connection with the use, storage, generation or disposal of Hazardous Substances
in, on or about the Park, Land, Building or Premises by Tenant, Tenant's agents,
employees, contractors or invitees.

                  26.8 Notwithstanding anything to the contrary stated
hereinabove, the indemnifications contained in paragraphs 26.6 and 26.7 above
shall not include any consequential damages (e.g., loss of rent, use and
profits) incurred by either Landlord or Tenant, but shall expressly include,
without limitation, any and all costs incurred due to any investigation of the
site or any cleanup, removal or restoration mandated by or pursuant to any
Environmental Laws.

                  26.9 Survival. The provisions of this Paragraph 26 shall
survive the expiration or earlier termination of this Lease.

         27. TAXES:

<PAGE>   14

                  Tenant shall pay prior to delinquency all taxes assessed or
levied against Tenant's trade fixtures, furniture, equipment and other personal
property in and about the Premises or elsewhere. When possible, Tenant shall
cause such property to be billed separately from the real or personal property
of Landlord.

         28. SECURITY DEPOSIT:

                  Tenant previously deposited the sum of Twenty-Seven Thousand
Five Hundred and 00/100 Dollars ($27,500.00) with Landlord as security for the
full and faithful performance by Tenant of each and every term, covenant and
condition of this Lease. In the event that Tenant is in default under this
Lease, or fails to perform any of the terms, provisions and conditions of this
Lease, Landlord may use, apply, or retain the whole or any part of the security
so deposited for the payment of any sum due Landlord or which Landlord may
expend or be required to expend by reason of Tenant's default or failure to
perform; provided, however, that any such use, application, or retention of all
or part of the security deposit shall not be or be deemed to be an election of
remedies by Landlord or viewed as liquidated damages. In the event that Tenant
shall comply with all of the terms, covenants and conditions of this Lease, the
security deposit shall be returned to Tenant within thirty (30) days after
termination of this Lease and delivery of possession of the Premises to
Landlord.

         29. BROKER:

                  Landlord and Tenant each represents and warrants to the other
that it has not dealt with any broker in this transaction and that it knows of
no other real estate broker or agent who is or might be entitled to a commission
in connection with this Lease. Landlord and Tenant each agree to indemnify,
defend and hold the other harmless from all costs and liabilities, including
reasonable attorneys' fees and costs, arising out of or in connection with
claims made by any broker or individual who alleges that it is entitled to
commissions or fees with regard to this Lease as a result of dealings it had
with the indemnifying party.

         30. ESTOPPEL CERTIFICATE:

                  At any time and from time to time, within ten (10) days after
Landlord shall request the same, Tenant will execute, acknowledge and deliver to
Landlord and to such other party as may be designated by Landlord, a certificate
in a form acceptable to Landlord with respect to the matters required by such
party and such other matters relating to this Lease or the status of performance
of obligations of the parties hereunder as may be reasonably requested by
Landlord. In the event that Tenant fails to provide such certificate within ten
(10) days after request therefor by Landlord, Tenant shall be deemed to have
approved the contents of any such certificate submitted to Tenant by Landlord
and Landlord is hereby authorized to so certify.

         31. LIMITATION OF LIABILITY OF LANDLORD:

                  No owner of the Building, whether or not named herein, shall
have liability hereunder after such party ceases to hold title to the Building,
except for obligations which may have theretofore accrued or otherwise survive
hereunder. With the exception of fraud or unintentional tortious acts to the
extent such acts affect the equity in the Premises, neither Landlord nor any
officer, director, shareholder, partner or principal, whether disclosed or
undisclosed, of Landlord shall be under any personal liability with respect to
any of the provisions of this Lease, and if Landlord is in breach or default
with respect to Landlord's obligations or otherwise under this Lease, Tenant
shall look solely to the equity of Landlord in the Premises (including any
proceeds from the sale thereof) for the satisfaction of Tenant's remedies. It is
expressly understood and agreed that Landlord's liability under the terms,
covenants, conditions, warranties and obligations of this Lease shall in no
event exceed the loss of Landlord's equity interest in the Premises.

         32. MEMORANDUM OF LEASE:

<PAGE>   15

                  Landlord and Tenant agree to execute, upon request of the
other, a short form memorandum of this Lease substantially in the form attached
as EXHIBIT "D", modified only to the extent necessary to make it suitable for
recording in the jurisdiction where the Premises are located. Tenant may, if it
so desires, record such memorandum at its own cost and expense. Under no
circumstances shall Tenant have the right to record this Lease and should Tenant
do so, Tenant shall be in default hereunder.

         33. MISCELLANEOUS:

                  33.1. Time Periods. All periods of time referred to in this
Lease shall include all Saturdays, Sundays and state and national holidays,
unless the period of time specifies business days, provided that if the date or
last date to perform any act or give notice or approval shall fall on a
Saturday, Sunday or state or national holiday, such act, notice or approval
shall be timely if performed or given on the next succeeding day which is not a
Saturday, Sunday or state or national holiday.

                  33.2. Waiver. The waiver by Landlord or Tenant of any breach
of any term, condition or covenant of this Lease shall not be deemed to be a
waiver of such provision or any subsequent breach of the same or any other term,
condition or covenant of this Lease. No covenant, term or condition of this
Lease shall be deemed to have been waived by Landlord or Tenant unless such
waiver is in writing and signed by the waiving party.

                  33.3. Severability. If any provisions of this Lease shall be
held to be invalid, void or unenforceable, the remaining provisions hereof shall
not be affected or impaired, and such remaining provisions shall remain in full
force and effect.

                  33.4 Remedies Cumulative. The rights and remedies given to
Landlord in this Lease are distinct, separate and cumulative, and no one of
them, whether or not exercised by Landlord, shall be deemed to be in exclusion
of any of the others herein or by law or in equity provided.

                  33.5. Exhibits. All exhibits referred to herein are attached
hereto and incorporated by reference.

                  33.6. Executed Copy. Any fully executed copy of this Lease
shall be deemed an original for all purposes.

                  33.7. Binding Effect. The covenants and agreements contained
in this Lease shall be binding on the parties hereto and on their respective
heirs, successors, representatives and permitted assigns. Upon any sale or other
transfer by Landlord of its interest in the Premises, Landlord shall be relieved
of any obligations under this Lease occurring thereafter.

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

                  33.9 Waiver of Jury Trial. Landlord and Tenant hereby mutually
waive any and all rights which either may have to request a jury trial in any
proceeding at law or in equity in any court of competent jurisdiction.

                  33.10 Applicable Law. This Lease and the rights and
obligations of the parties hereunder shall be construed in accordance with the
laws of the state in which the Premises are located.


</TEXT>
</DOCUMENT>
