FUELCELL ENERGY INC
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>

EXHIBIT 10.55

                                      LEASE


         THIS  LEASE,  dated  this  8th  day of  March,  2000,  by  and  between
TECHNOLOGY PARK ASSOCIATES,  L.L.C. or its nominee with an office in the City of
Torrington,  County of Litchfield,  State of Connecticut (the  "Landlord"),  and
FuelCell  Energy,  Inc.,  with an  office  and  place of  business  in  Danbury,
Connecticut (the "Tenant").


                              W I T N E S S E T H :


         1.  Premises.  In  consideration  of the  rents  and  covenants  herein
contained,  the Landlord does hereby lease unto the Tenant,  and the Tenant does
hereby hire from the Landlord,  the real property known as proposed Lot #8 which
is a portion of Lot #5 in Technology Park, Technology Park Road, situated in the
Town of Torrington,  County of Litchfield, and State of Connecticut,  which real
property  with  the  building  and  improvements  thereon  is more  particularly
described in Exhibit A attached hereto and made a part hereof (the  "Premises").
Landlord  shall  construct an  approximately  65,000 square foot building at the
Premises (the "Building") based on the plans and specifications  attached hereto
as Exhibit B. The term  "Premises"  as used  herein  shall  include,  but not be
limited to, the Building.

         2. Term.  TO HAVE AND TO HOLD for a term of ten (10)  years  subject to
the terms herein,  commencing  as provided  below,  unless sooner  terminated or
extended as hereinafter  provided (the "Initial Term"). The Initial Term of this
Lease shall  commence on or about  November 1, 2000 (the  "Commencement  Date").
Lease will not commence  until  Landlord has received a Certificate of Occupancy
from the Municipal Building  Authority,  which certificate may be of a temporary
nature if only minor work is required to be completed.

         If the  Commencement  Date  is a day  other  than  the  first  day of a
calendar month, the Initial Term shall be extended for a period of days equal to
the number of days between the  Commencement  Date and the first day of the next
calendar month after the Commencement Date (the "Interim Period").  The rent due
for the Interim  Period  shall be the total of the number of days in the Interim
Period  multiplied  by the per diem base annual  rental amount to be paid during
the first year of the  Initial  Term,  and said rent shall be due and payable to
Landlord on the Commencement Date of the Lease.

<PAGE>
                                       2

        Landlord  herein  grants Tenant the right and option to extend the term
of  this  Lease  for one (1)  additional  period  of five  (5)  years  from  the
expiration date of the Initial Term or applicable  extension period. The Term of
this Lease shall be extended for the forthcoming extension period provided:  (a)
written  notice of Tenant's  election to exercise its right and option to extend
the term of this Lease as set forth herein is given to the Landlord at least one
(1)  year  prior  to the  expiration  of the  Initial  Term or  each  applicable
extension period; and (b) no default exists under the Lease and Landlord has not
elected  to deny the  Tenant  the option to extend the term of this Lease due to
the  existence  of any default.  If the Tenant has properly  given notice of its
intent to exercise its option to extend the term of this Lease as aforesaid  and
Landlord  has not  elected  to deny the  Tenant the option to extend the term of
this Lease based on occurrence of an event of default  hereunder,  then the term
of this Lease shall be duly extended for the  applicable  extension  period upon
all of the same terms, provisions and conditions, except as hereinafter provided
and all references contained in this Lease to the term hereof shall be construed
to refer to the Initial  Term as  extended,  whether or not  specific  reference
thereto is made in this Lease.

         3. Rent.
                  (a) The rent for the  Initial  Term of this Lease  shall be as
follows:  for each of the first five (5) years of the Initial Term, Tenant shall
pay to Landlord a base annual  rental  amount of  $429,996.00  in equal  minimum
monthly  installments of $35,833.00  payable in advance on the first day of each
and every month  without  prior demand by Landlord.  For each year of the second
five (5) years of the Lease,  Tenant shall pay to Landlord a base annual  rental
amount of  $494,496.00  in equal  minimum  monthly  installments  of  $41,208.00
payable in advance on the first day of each and every month without prior demand
by Landlord.

                  (b) The rent for the extension period shall be as follows: for
each of the five (5) years of the extension period, Tenant shall pay to Landlord
a base annual rental amount of $568,680.00 in equal minimum monthly installments
of  $47,390.00  payable  in  advance  on the first  day of each and every  month
without prior demand by Landlord.

                  (c) If any installment of rent due from Tenant is not received
by Landlord  within ten (10) days of when such  installment is due, Tenant shall
pay to Landlord an additional  sum of five (5%) percent of the overdue rent as a
late  charge.  Acceptance  of any late charge  shall not  constitute a waiver of
Tenant's  default with respect to the overdue  amount or prevent  Landlord  from
exercising any of the other rights and remedies available to Landlord.

                (d) Upon  Landlord  sending  Tenant  an  invoice  together  with
reasonably  detailed  supporting  documentation,  Tenant  agrees  to  pay to the
Landlord within thirty (30) days of said invoice as additional rent, in addition
to the amounts payable  pursuant to paragraphs 3(a) and 3(b) above,  one hundred
percent  (100%)  of the  Operating  Expenses  of the  Premises  (as  hereinafter
defined).  "Operating  Expenses"  shall  mean  any and all  costs  and  expenses
incurred in  connection  with the  Premises  including,  but not limited to, (i)
utilities, sewer rents and charges for water, steam, electricity, heat, gas, hot
water, power and any other service or services  furnished to the Premises;  (ii)
labor,  materials,  costs and expenses in connection with the operation,  repair
and  maintenance  of the Building and  Premises;  (iii)  amounts  charged to the
Landlord by  contractors  for  services,  materials  and  supplies  furnished in
connection  with the  operation,  repair and/or  maintenance  of any part of the
Building  and  Premises,  including,  but not limited to,  storm water  control,
sanitary  control,  removal of snow and ice,  landscaping and parking lot repair
and maintenance.  Landlord shall attempt to bill Operating Expenses on a monthly
basis.

<PAGE>
                                       3

        4. Taxes.  Tenant shall pay before  delinquency all taxes,  general and
special  assessments,  license  fees,  and other  charges  that are  levied  and
assessed  against the  Building and  Premises  and  Tenant's  personal  property
(hereinafter  collectively referred to as "Taxes") installed or located in or on
the Building and that become payable during the term of this Lease. Tenant shall
also be  responsible  for all other  charges  that may be levied in lieu of real
estate  taxes such as sewer  taxes,  etc.  Any and all real estate and  personal
property tax abatements  provided by any governmental  authority shall accrue to
the Tenant.

         5. Utilities;  Extra Services.  Tenant shall be solely  responsible for
and shall  promptly pay directly to the proper  utility  company for any and all
water,  steam,  electricity,  heat, gas, hot water,  light,  power and any other
service or services  furnished  to the  Premises.  The Tenant  shall pay for all
extra services requested by Tenant and utilities, including, but not limited to,
telephone,  that are not furnished to the Premises or the  occupants  thereof by
the Landlord  during the term of this Lease but which  services are furnished to
the  Premises at the request of the Tenant.  To the extent that these  utilities
are not billed directly to Tenant,  Tenant shall reimburse Landlord on a monthly
basis for  Landlord's  costs in  furnishing  the  above-mentioned  utilities and
services  to the  Premises  within  thirty  (30) days after  Tenant  receives an
invoice from  Landlord,  together with copies of the applicable  bill.  Landlord
shall not be liable for failure to furnish any and all  utilities or services to
the Premises, unless failure to furnish such utilities or services is due to the
gross neglect or misconduct of Landlord.

         If  Landlord  constructs  new or  additional  utilities  installations,
including,  without limitation,  wiring, plumbing, conduits and mains, resulting
from Tenant's changed,  increased, or excessive utility or service requirements,
the Tenant shall on demand pay to Landlord the total cost of these items.

         6. Net Lease. The purpose and intent of Landlord and Tenant is that the
minimum  annual rental paid by Tenant to Landlord shall be absolutely net to the
Landlord so that this Lease shall yield,  net to Landlord,  the base annual rent
specified  herein  during and  throughout  the term of this Lease,  and that all
costs, expenses and obligations of the Tenant under this Lease of every kind and
nature whatsoever,  which may arise or become due during or relating to the term
of this Lease shall be paid by Tenant,  and that Landlord  shall be  indemnified
and saved  harmless  by Tenant  from and  against  the same  except as stated in
paragraphs 9 and 33. If it is determined  that  environmental  problems  existed
prior  to  the  commencement  of the  Lease,  Landlord  shall  not  hold  Tenant
responsible for such  environmental  problems which were found to exist prior to
the commencement of the Lease.


<PAGE>
                                       4

        7. Security Deposit. Upon execution of this Lease, Tenant shall deposit
and maintain with Landlord a security deposit in an amount equivalent to one (1)
month of the monthly base rental  currently  payable by Tenant under this Lease.
Tenant shall increase the security deposit  immediately on demand as the monthly
base rental  payable  hereunder  increases  so that the security  deposit  shall
always equal one (1) month of the applicable  monthly base rental.  If Tenant is
in default,  Landlord,  may, but is not  required,  and in addition to any other
remedy,  use the security deposit,  or any portion of it, to cure the default or
to  compensate  Landlord  for all damage  sustained by Landlord  resulting  from
Tenant's  default.  If  Landlord  uses any or all of the  security  deposit in a
manner  permitted  under this Lease,  Tenant  agrees  within ten (10) days after
notice to restore  the amount of the  security  deposit  held by Landlord to the
level required under this Lease prior to said use by Landlord.  If Tenant is not
in default at the expiration or termination of this Lease, Landlord shall return
the  security  deposit to Tenant.  Landlord's  obligations  with  respect to the
security deposit are those of a debtor and not a trustee.  Landlord can maintain
the security  deposit  separate and apart from  Landlord's  general funds or can
commingle the security deposit with Landlord's general and other funds. Landlord
shall not be required to pay Tenant interest on the security  deposit.  Landlord
shall return the security deposit within forty five (45) days of the termination
of the Lease and Tenant surrendering possession of the Premises.

         8.  Construction.  Landlord shall proceed with the  construction of the
Building in  accordance  with the plans and  specification  prepared by Landlord
attached  hereto as Exhibit B after Tenant shall have accepted and approved such
plans and  specifications  in writing and the City of Torrington  has issued all
necessary approvals and permits for any necessary or appropriate construction in
connection  therewith.  Tenant  shall  have the right to install  its  fixtures,
partitions, related work and equipment during construction by Landlord, provided
Tenant  provides  Landlord  with  prior  written  notice,  and  Tenant  does not
interfere  with any  construction  by Landlord or Landlord's  servants,  agents,
employees  and/or  contractors,  and Tenant provides  Landlord with adequate and
proper insurance coverage,  satisfactory to the Landlord,  naming Landlord as an
additional insured.  All Tenant's work is and shall be at the Tenant's sole cost
and risk, and Tenant shall hold Landlord and Landlord's  agents harmless against
any claims for injury to person or damage to  property  arising  out of Tenant's
work.  If there  shall be a delay in the  construction  or repair of the Demised
Space by Landlord caused by strikes,  riots, acts of God,  shortages of labor or
materials, national emergency,  governmental restrictions,  laws or regulations,
or any other cause or causes beyond Landlord's control,  such delay shall not be
a violation  of this Lease and the time  periods set forth in this Lease for any
such work shall, at Landlord's option, be extended for a period of time equal to
the period of the delay.
<PAGE>

                                      5

         9.  Maintenance  and Repair.  The  Landlord  agrees to make any and all
necessary  structural  repairs to the Premises,  unless said structural  repairs
shall have been necessitated by the act or neglect of the Tenant. Landlord shall
use  reasonable  efforts to the  extent  commercially  practicable  to make said
structural repairs during non-business hours of the Tenant. "Structural Repairs"
shall be limited to repairs to the roof, beams,  columns,  and foundation of the
Building.  The Tenant  shall at its own cost and expense  provide  cleaning  and
janitorial services for the Premises.  Tenant shall at its own cost and expense,
take good care of, maintain,  and make necessary repairs and/or  replacements to
the Premises,  including but not limited to, the fixtures and equipment  therein
(including  the  heating,   ventilating,   and  air  conditioning  systems)  and
appurtenances  thereto. All warranties on equipment,  material,  and labor which
have been provided to Landlord for portions of the construction  work which were
issued from the building contractors shall be assigned to Tenant.

         Tenant  shall  be  responsible  for all  day-to-day  management  of the
Premises.  To the  extent  Tenant  requests  that  Landlord  provide  day-to-day
management  services  for the  Premises  and  Landlord  elects to  provide  said
services, Landlord shall receive a management fee from Tenant equal to ten (10%)
percent of the cost of services  provided  to the  Premises  through  Landlord's
management.

         If, within thirty (30) days after written notice from Landlord,  Tenant
has not diligently commenced to make the repairs described below,  Landlord,  at
Landlord's  option but at Tenant's expense,  may make all repairs,  in and about
the  Premises  as shall be required  by reason of (i) the  installation,  use or
operation  of  Tenant's  property in the  Premises;  (ii) the moving of Tenant's
property  in and out of the  Premises;  (iii)  the  misuse,  misconduct,  act or
neglect of Tenant or any of its employees, agents, representatives, contractors,
or invitees within the Premises;  or (iv) the misuse,  misconduct,  or negligent
act of Tenant or any of its employees, agents, representatives,  contractors, or
invitees with regard to the exterior of the Premises.

         10. Self Help. Tenant covenants and agrees that if the Tenant shall, at
any time,  fail to  perform  any  covenant  in this  Lease,  or fail to make any
payment or perform any act on its part to be made or  performed  as set forth in
this Lease,  then the  Landlord  may, at the  Landlord's  option but without any
obligation,  and with thirty (30) days notice  -(except in an emergency or other
situation in which additional costs may likely occur if immediate performance is
not made in which case no notice will be required) to Tenant and without waiving
or  releasing  Tenant  from any  obligation  of Tenant in this Lease  contained,
perform any other act on the part of the Tenant to be made or  performed  as set
forth in this Lease,  in such  manner and to such  extent as  Landlord  may deem
desirable.   Any  necessary  and  incidental  costs  and  expenses  incurred  in
connection  with the  performance  of any such act by Landlord,  shall be deemed
additional  rent  hereunder  and except as  otherwise  in this  Lease  expressly
provided,  shall be  payable  to  Landlord  on  demand  or at the  option of the
Landlord,  may be added to any rental due or thereafter  becoming due under this
Lease.  Tenant covenants to pay any such sum or sums and Landlord shall have the
same rights and remedies in the event of non-payment thereof by Tenant as in the
case of default by Tenant in payment of any other sums due hereunder.


<PAGE>

                                       6

        11.  Ownership  of  Property.  Except as listed in  Exhibit B  attached
hereto,   any   and   all  fixtures,  improvements,  mechanical  systems,   and
appurtenances,  attached to or built into the Premises prior to the commencement
of this Lease, at the commencement or during the term of this Lease,  whether or
not by or at the expense of Tenant,  shall be and remain a part of the Premises,
and shall be deemed the property of Landlord and shall not be removed by Tenant,
except as hereinafter in this Lease expressly provided in Exhibit "C" attached.

         All movable  partitions,  business and trade  fixtures,  machinery  and
equipment,  communications equipment, and office equipment,  which are installed
in the Premises by the Tenant,  and all furniture,  furnishings,  counters,  and
other articles or movable  personal  property owned by Tenant and located in the
Premises (all of which are hereinafter  sometimes  called  "Tenant's  Property")
shall be and shall remain the property of Tenant and may be removed by it at any
time during the term of this Lease; provided that if any of Tenant's Property is
removed,  Tenant shall  repair or pay the cost of  repairing  any damages to the
Premises  resulting  from such removal.  On  completion of such removal,  Tenant
shall make such additional  repairs and do such additional  patching as Landlord
may deem reasonably  necessary to restore the Premises,  including the Premises,
to its  condition  prior  to (i)  the  installation  of  Tenant's  fixtures  and
partitions;  and  (ii)  to  the  making  of  such  erections,  improvements  and
additions, reasonable wear and tear excepted.

         Tenant's  Property shall be removed by Tenant prior to the  termination
of the Lease  and  Tenant  shall  repair  any and all  damages  to the  Premises
resulting from such removal as set forth above.  Any items of Tenant's  Property
which shall remain in the  Premises  after the  termination  of the term of this
Lease shall be deemed to have been abandoned, at the option of the Landlord, and
either may be retained by Landlord as its  property or may be disposed  of, with
accountability, at Tenant's expense, in such manner as Landlord may see fit.

         12.  Alterations.  Tenant  shall not make any  exterior  or  structural
alterations  to the  Building  or  Premises  without  Landlord's  prior  written
consent.  Tenant may make interior,  non-structural  alterations to the Building
without Landlord's prior written consent,  provided the cost of said alterations
does not exceed $50,000.00, but in no event shall Tenant cut any openings in the
exterior  walls or roof nor remove any portions of the floor without  Landlord's
prior written consent,  which consent shall not be unreasonably  withheld. In no
event shall any  alteration  be permitted  which will  diminish the value of the
Premises.  To the extent  Landlord  consents to an alteration,  then Tenant,  at
Tenant's sole cost and expense, shall obtain approvals and certificates required
by any  governmental  or quasi  governmental  bodies  required or  necessary  in
connection with any alterations made by Tenant in the Building. Tenant shall not
commence any such work without first  delivering to the Landlord (i) a policy or
policies of  compensation,  liability  and  property  damage  insurance,  naming
Landlord  as  additional  insured,  in  limits  and  with  companies  reasonably
acceptable to the Landlord; and (ii) lien waivers satisfactory to Landlord.


<PAGE>

                                       7

         13. Encumbrances. Should Tenant cause any improvements, alterations, or
repairs to be made to the  Premises,  or material  furnished or labor  performed
therein or thereon, Landlord shall not under any circumstances be liable for the
payment of any  expense  incurred  or for the value of any work done or material
furnished thereto; all such improvements, alterations and repairs, and materials
and labor,  shall be made,  furnished  and  performed at Tenant's  expense,  and
Tenant  shall be solely and wholly  responsible  to  contractors,  laborers  and
materialmen for furnishing labor and material thereto.  The Tenant shall furnish
to the  Landlord  all such  waivers  and  releases  of liens or claims  upon the
Premises and upon any fixtures,  equipment,  and/or  personal  property  located
therein as the Landlord  legally may require  prior to the  commencement  of the
furnishing of any labor or materials by any person.  If any  mechanic's or other
lien,  charge or order  for the  payment  of money  shall be filed  against  the
Premises or any  improvement  thereon,  or against the Landlord  (whether or not
such lien,  charge or order is valid or enforceable as such),  Tenant shall,  at
its own cost and  expense,  cause the same to be  cancelled  and  discharged  of
record or bonded within - sixty (60) days after the date of filing thereof,  and
Tenant shall  indemnify and save harmless  Landlord from and against all losses,
claims and damages including  reasonable  attorneys' fees,  resulting  therefrom
which arise by virtue of acts or omissions of Tenant,  its agents or independent
contractors. Tenant shall not be liable for liens filed due to work performed by
Landlord.

         If the  Tenant  fails  to  discharge  or  cause  any  such  lien  to be
discharged as  aforesaid,  then, in addition to any other right or remedy of the
Landlord, the Landlord may, but it shall not be obligated to, discharge the same
by paying the amount  claimed to be due into Court or  directly to any such lien
claimant  and the amount,  so paid by the  Landlord  and all costs and  expenses
including  attorneys'  fees  incurred for the  discharge of such lien,  shall be
immediately due and payable by the Tenant to the Landlord on demand.

         14. Compliance With Laws, Ordinances,  Regulations.  During the term of
this  Lease,  Tenant  shall,  at its own cost and expense  promptly  observe and
comply with all laws, orders,  regulations,  rules,  ordinances and codes of the
federal,  state,  town,  county  and  municipal  governments  and of  all  other
governmental and public authorities  affecting the Building and the Premises, or
the use and occupancy thereof, or appurtenances or any part thereof,  and of all
their departments,  bureaus, or officials having jurisdiction,  and/or any other
body  exercising  similar  functions,  whether such laws,  orders,  regulations,
rules,  or ordinances  relate to  alterations,  replacements,  or repairs either
inside or outside,  extraordinary  or ordinary,  to or in and about the Building
and Premises,  or to any  privileges  appurtenant  thereto or connected with the
enjoyment thereof,  or to changes or requirements  incident to or as a result of
any use or occupation  thereof,  or to any cause or condition created by Tenant,
or to any breach of any of Tenant's  obligations  hereunder,  or otherwise,  and
whether the same are in force at the  commencement of the term of this Lease, or
may in the  future be  passed,  enacted or  directed,  and Tenant  shall pay all
costs,  expenses,  claims,  fines,  penalties and damages that may in any manner
arise out of or be imposed  because of the  failure of Tenant to comply with the
provisions  of this  paragraph.  Tenant shall be permitted to contest any of the
foregoing in good faith, provided such contest shall not subject Landlord to any
cost, expense, penalty or forfeiture.
<PAGE>

                                       8

         15.  Environmental  Condition  of the  Premises.  As used  herein,  the
following terms shall have the following meanings:

         "CERCLA" means the Comprehensive Environmental Response,  Compensation,
and  Liability  Act of 1980 (42 U.S.C. Section 9601  et seq.) as  heretofore  or
hereafter amended from time to time.

         "Environmental  Laws" means all present and future laws (whether common
law,  statute,  rule,  order,  regulation  or  otherwise),  permits,  and  other
requirements or governmental authorities applicable to the Premises and relating
to the environment or to any Hazardous Substance or Hazardous Substance Activity
(including,  without limitation,  CERCLA, the Federal Resource  Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq., environmental laws administered by
the  Environmental  Protection  Agency and similar laws and  regulations  of the
State of Connecticut.

         "Hazardous  Materials" shall mean (i) any "hazardous  waste" as defined
in RCRA, as amended,  42 U.S.C.  Section 6901 et seq.,  CERCLA,  as amended,  42
U.S.C.  Section 9601 et seq.,  the Hazardous  Materials  Transportation  Act, as
amended,  49 U.S.C.  Section 1802 et seq., the Toxic Substances  Control Act, as
amended, 15 U.S.C. Section 2601 et seq.,  applicable  environmental  statutes of
the  State of  Connecticut  and any  regulations  now or  hereafter  promulgated
pursuant thereto; (ii) any mixture of sewage or other waste material that passes
through a sewer system to a treatment facility; (iii) any industrial waste-water
discharges  subject to  regulation  under Section 402 of The Clean Water Act, 33
U.S.C.  Section  1342 et seq.;  (iv) any  source,  spent  nuclear or  by-product
material as defined by the Atomic  Energy Act of 1954,  42 U.S.C.  Section 2014;
and (v) domestic sewage.

         "Hazardous Materials Contamination" shall mean the contamination of the
improvements,  facilities, soil, groundwater, air or other elements on or of the
Premises  by  Hazardous  Materials,   or  the  contamination  of  the  Building,
facilities, soil, groundwater, air or other elements on or of any other property
as a result of Hazardous Materials at any time emanating from the Premises.
<PAGE>

                                       9

                  (a) Tenant's Covenants. Tenant agrees (i) that Tenant will not
violate any environmental  laws; (ii) that Tenant will not use, store,  dispose,
or generate  any  Hazardous  Materials on the Premises in violation of any laws,
rules and/or  regulations  and shall dispose of any  Hazardous  Materials it may
generate  strictly  in  compliance  with  all  laws,  rules  and/or  regulations
applicable to such Hazardous Materials;  (iii) that the Tenant will not cause or
permit any condition which would create Hazardous Material  Contamination on the
Premises;  (iv) to give notice to the  Landlord  immediately  upon the  Tenant's
acquiring  knowledge of the presence of any Hazardous  Materials on the Premises
or of any Hazardous Materials Contamination with a full description thereof; (v)
to give notice to the  Landlord  immediately  of any notice of  violation of any
laws, rules or regulations  regulating  Hazardous  Materials or any requests for
information  from any federal,  state,  county,  regional or local  governmental
authority concerning  Hazardous Materials and Hazardous Materials  Contamination
on the  Premises;  (vi) to promptly  comply with any  governmental  requirements
requiring  the  removal,  treatment or disposal of such  Hazardous  Materials or
Hazardous  Materials  Contamination  generated,  located, or placed on or at the
Premises after the  commencement of this Lease by Tenant or Tenant's  employees,
agents,  representatives,  contractors,  or invitees  (collectively  the "Tenant
Parties")  and  provide  the  Landlord  with   satisfactory   evidence  of  such
compliance.

                  (b) Indemnification.  Tenant covenants and agrees at all times
to indemnify,  hold harmless and defend  Landlord,  its  successors and assigns,
from and against any and all liability,  loss, damage, cost, expense (including,
without limitation,  reasonable attorney's fees and expenses),  cause of action,
suit, claim, demand or judgment against the Tenant, Landlord, affiliate owner of
the  Landlord,  and/or  the  Premises  of any  nature  pertaining  to  hazardous
substances or solid or hazardous  waste  materials or other  waste-like or toxic
substances located,  placed, or generated at or on the Premises by the Tenant or
any Tenant Parties after the commencement of the term of this Lease,  including,
but not limited to liens or claims of any federal, state or municipal government
or quasi-governmental  agency or any third person, whether arising under CERCLA,
RCRA,  the CWA or any other  federal,  state or municipal  law or  regulation or
tort, contract or common law.

                  (c)  Landlord's  Right  to  Remove  Hazardous  Materials.  The
Landlord  shall have the right but not the  obligation,  and  without in any way
limiting the  Landlord's  rights and remedies,  to enter onto the Premises or to
take such other actions as it deems  necessary or advisable to clean up, remove,
resolve or  minimize  the  impact of, or  otherwise  deal  with,  any  Hazardous
Materials Contamination on the Premises following receipt of any notice from any
person  or  entity   asserting  the   existence  of  any   Hazardous   Materials
Contamination  pertaining  to the Premises or any part thereof  which,  if true,
could result in an order,  suit, or  imposition  of a lien on the Premises.  All
costs and expenses  paid or incurred by the Landlord in the exercise of any such
rights  shall be payable by the Tenant upon demand if such  Hazardous  Materials
Contamination  is  generated,  located,  or placed on or at the  Premises by the
Tenant or any of the Tenant Parties after the  commencement  of the term of this
Lease.  Landlord's  exercise  of said right  will not excuse or change  Tenant's
initial obligations to undertake necessary actions to remove Hazardous Materials
from the Premises.
<PAGE>

                                       10

         THE PROVISION OF THIS PARAGRAPH ENTITLED Environmental Condition of the
Premises SHALL SURVIVE THE BREACH, EXPIRATION, OR TERMINATION OF THIS LEASE.

         16.  Use.  The  Premises  shall be solely  used for  manufacturing  and
related  office  uses.  Manufacturing  includes  processing  of  raw  materials,
fabrication  of  components,  assembly  of  components,   manufacturing  process
development,  storage of raw  materials,  components  and  finished  goods,  and
rework,  remanufacture,  disassembly  and  analysis  of products  returned  from
testing or from customers.

         17.  Waste;  Nuisance.  Tenant shall not use the Premises in any manner
that will constitute waste, nuisance, or annoyance to the Landlord, occupants of
adjacent properties or other tenants located at or in the Premises.

         Tenant shall (a) keep the  Building and exterior and interior  portions
of windows,  doors and all other glass or plate glass fixtures in a neat, clean,
sanitary  and  safe  condition;   and  (b)  neither  place,  store  nor  display
merchandise, goods or personal property outside the confines of the Building, in
any sidewalk,  parking  area, or any portion of the Premises if such  placement,
storage, or display is unsafe or is in violation of any laws, ordinances, etc.

         18.  Overloading.  Tenant  shall not do anything on or at the  Premises
that will cause damage to the Premises and  Building.  The Premises and Building
shall not be overloaded.  No machinery,  apparatus or other  appliance  shall be
used or  operated  in or on the  Premises  or  Building  that will in any manner
injure, vibrate, or shake the Premises and/or Building.

         19. Inspection.  The Landlord may enter and inspect the Premises at any
reasonable  time upon  reasonable  notice to Tenant for the  purpose of enabling
Landlord to be informed  as to whether the Tenant is  complying  with the terms,
covenants and conditions hereof, and to enable the Landlord to perform such acts
as Tenant shall fail to perform as required under the Lease. Landlord, or any of
its employees, agents, contractors, mortgagees or potential mortgagees, may also
enter the Premises at any reasonable time upon  reasonable  notice to inspect or
examine  any and all meters  recording  or  registering  the  furnishing  of any
utility services to Tenant or any other tenant of the Landlord.

         Landlord,  or any of its  employees,  agents,  contractors,  landlords,
mortgagees or future mortgagees, shall also have the right to enter the Premises
or any part thereof,  at any reasonable time upon  reasonable  notice to perform
any such  maintenance,  improvements,  alterations,  repairs  or  changes to the
Premises that  Landlord  desires to make as may be provided for by this Lease or
as may be  required  to make by law or in  order  to  repair  and  maintain  the
Premises.  Landlord  shall be  allowed to take all  materials  into and upon the
Premises  that  may  be  required  for  such  repairs,  changes,  repainting  or
maintenance,  without any  liability of the Landlord to Tenant.  Landlord  shall
have the  right to  enter on  and/or  pass  through  the  Premises,  or any part
thereof,  at such times as such entry  shall be  required  by  circumstances  of
emergency affecting the Premises. In addition,  during the last year of the term
of this Lease,  Landlord  may enter the  Premises at all  reasonable  hours with
reasonable  notice during  business  hours of the Tenant to show the Premises to
prospective tenants or purchasers, and may place appropriate signs thereon.
<PAGE>

                                       11

         Notwithstanding the right of inspection of the Landlord,  Tenant is and
shall be in exclusive control and possession of the Premises as provided herein,
and  Landlord  shall not in any event be liable  for any injury or damage to any
property or to any person happening in or about the Premises,  except for injury
or damage caused by willful  misconduct  or gross  negligence of Landlord or its
agents.

         20.  Default.  Upon the  happening of any one or more of the  following
events or circumstances, the Tenant shall be in default under this Lease:

                  (a) The failure of the Tenant to timely and fully pay any rent
or the Tenant's  proportionate  share of Operating Expenses within five (5) days
after written  notice from Landlord  indicating  failure to make said payment on
the day  appointed  for said  payment or the failure of the Tenant to timely and
fully pay any other assessments,  taxes, damages,  amounts, charges, fees, sums,
etc.  required by this Lease within  fifteen (15) days after written notice from
Landlord  indicating  failure to make said payment on the day appointed for said
payment.  However,  after  providing any two (2) such notices in any twelve (12)
month  period  during  this  Lease,  Landlord  shall not be required to send any
additional  notices of nonpayment to Tenant.  and Tenant shall be immediately in
default upon Tenant's failure to make an above described payment on the required
payment date.

                  (b) The  failure of the  Tenant to  commence  performance  and
diligently complete  performance of any one or more of its other covenants under
this Lease within thirty (30) days after written notice to the Tenant specifying
the covenant or covenants  the Tenant has not  performed  and the failure of the
Tenant to remedy such failure to perform within said thirty (30) day period.  In
the event,  however,  that Tenant fails to perform any one or more of the terms,
covenants,  conditions,  or agreements of this Lease on two (2) occasions during
any one (1) year term of this Lease,  then any  subsequent  failure by Tenant to
perform any one or more of the terms, covenants,  conditions or agreements under
this Lease shall constitute an incurable default at the option of the Landlord.

                  (c) The making by the Tenant of an assignment  for the benefit
of its creditors.

                  (d) The levying of a writ of  execution  or  attachment  on or
against the Premises,  Building,  or the Premises if the same is not released or
discharged within ninety (90) days thereafter.

<PAGE>

                                       12

                  (e) The  instituting  of  proceedings  in a court of competent
jurisdiction   for  the  involuntary  or  voluntary   bankruptcy,   arrangement,
reorganization,  liquidation  or  dissolution  of the Tenant  under the  Federal
Bankruptcy  Rules  (as now or  hereafter  in  effect)  or any  federal  or state
bankruptcy or insolvency act applicable to Tenant or Tenant's  business,  or for
its  adjudication  as a  bankrupt  or  insolvent,  or for the  appointment  of a
receiver of the property of the Tenant,  and said proceedings are not dismissed,
or any receiver,  trustee,  or liquidator  appointed  therein is not  discharged
within ninety (90) days after the institution of said proceedings.

         Upon the occurrence of any one or more of the above-mentioned events or
circumstances,  the Landlord may, at the Landlord's  option,  give notice to the
Tenant  stating that the term of this Lease is terminated on a date set forth in
the  notice and if such  notice  shall be given,  the term of this  Lease  shall
terminate  on the  date  so  stated  in the  notice.  Notwithstanding  any  such
termination,  the Tenant  shall  remain  liable to the  Landlord as  hereinafter
provided in this Lease.

         21. Remedies of Landlord.  If the Tenant is in default under this Lease
beyond  any  applicable  notice or cure  period,  the  Landlord  shall  have the
following  rights and  remedies,  in  addition  to all other  remedies at law or
equity, and none of the following,  whether or not exercised by Landlord,  shall
preclude the exercise of any other right or remedy  whether  herein set forth or
existing at law or equity:

                  (a) Landlord  shall have the right to terminate  this Lease by
giving the Tenant notice in writing of the termination  date of this Lease,  and
upon the giving of such  notice  this Lease as well as all the right,  title and
interest of the Tenant under this Lease shall  wholly  cease on the  termination
date set forth in the  notice as if such  date were the  expiration  date of the
term of this Lease,  without the  necessity  of re-entry or any other act on the
Landlord's  part. Upon such termination of this Lease, the Tenant shall quit and
surrender  the Premises to the  Landlord.  If this Lease is so terminated by the
Landlord,  the Landlord  shall be entitled to recover from the Tenant as damages
the worth at the time of such  termination of the Lease equal to the excess,  if
any, of the amount of the rent and  additional  rent  reserved in this Lease for
the balance of the term of this Lease,  over the then reasonable rental value of
the Premises for the same period plus all  reasonable  costs and expenses of the
Landlord caused by the Tenant's default, which sums shall be immediately due and
payable from Tenant to Landlord.

                  (b) The Landlord may,  without demand or notice,  re-enter and
take  possession of the Premises or any part thereof,  and repossess the same as
of the  Landlord's  former estate in the manner  prescribed  by the  Connecticut
statute  relating  to summary  process  and expel the Tenant and those  claiming
through or under the Tenant,  and remove the effects of any and all such persons
without prejudice to any remedies for arrears of rent or the Tenant's  preceding
breach of covenants.  Should the Landlord  elect to re-enter as provided in this
paragraph or should the Landlord take possession  pursuant to legal  proceedings
or pursuant to any notice  provided for by law, the Landlord  may,  from time to
time, without terminating this Lease, relet the Premises or any part thereof for
such terms and at such rental,  and upon such other  conditions  as the Landlord
may deem  advisable,  with the  right to make  alterations  and  repairs  to the
Premises. No such re-entry or repossession of the Premises by the Landlord shall
be  construed  as an election on the  Landlord's  part to  terminate  this Lease
unless a written  notice of  termination is given to the Tenant by the Landlord.
No such re-entry or repossession of the Premises shall relieve the Tenant of its
liability  and  obligation  under this Lease,  all of which shall  survive  such
re-entry or repossession.  Upon the occurrence of such re-entry or repossession,
the  Landlord  shall be  entitled  to  liquidated  damages  in the amount of the
monthly rent,  additional rent, taxes,  fees,  charges,  assessments,  and other
sums, which would be payable  hereunder if such re-entry or repossession had not
occurred,  less the net proceeds, if any, of any reletting of the Premises after
deducting  all the  Landlord's  expenses  in  connection  with  such  reletting,
including,   but  without   limitation,   all  repossession   costs,   brokerage
commissions, legal expenses, attorneys' fees, expenses of employees,  alteration
costs, and expenses of preparation for such reletting. The Tenant shall pay such
liquidated  damages to the  Landlord  on the days on which the rent,  additional
rent,  or any other sums due  hereunder  would have been  payable  hereunder  if
possession  had  not  been  retaken.   Notwithstanding   any  re-entry   without
termination, Landlord may at any time thereafter elect to terminate the Lease.
<PAGE>

                                       13

         Landlord  shall be entitled to attorney's  fees incurred by Landlord in
the event that it shall  retain an attorney to enforce  the  provisions  of this
Lease or suit shall be brought for recovery of possession  of the Premises,  for
recovery of base rent or  additional  rent or because of the breach of any other
covenant herein contained on the part of Tenant to be performed. In the event of
a breach or  threatened  breach by Tenant of any of its  obligations  under this
Lease, Landlord shall also have the right of injunction. All remedies and rights
given to Landlord 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 provided herein or existing at law or in equity.

         22.  Assignment.  Tenant  shall not assign,  mortgage or encumber  this
Lease in whole or in part,  nor sublet all or any part of the  Premises  without
Landlord's  consent  which  consent  shall  not  be  unreasonably  withheld,  as
described below. Any such consent shall not constitute a waiver of the necessity
for consent to any subsequent assignment or subletting. This prohibition against
assignment or subletting shall be construed to include a prohibition against any
assignment or subletting by operation of law. It will be reasonable for Landlord
to withhold its consent to a sublease or  assignment of the Premises if: (a) the
use of any subleased  space within the Premises or the use of the assigned space
fails to comply and be in accordance  with the permitted use of the Premises set
forth in this Lease; (b) or the Landlord determines in its reasonable discretion
that the  proposed  assignee  or  sublessee  does not have a  comparable  credit
standing, image, reputation, use of the subleased or assigned space and business
operating  hours as that of the Tenant.  No assignment  or  subletting  shall be
effective  until  consented to in writing by Landlord and until an instrument in

<PAGE>

                                       14

form  reasonably  satisfactory  to  Landlord's  counsel  has been  delivered  to
Landlord under the terms of which the assignee or sublessee, as the case may be,
has  effectively  assumed  and  agreed to perform  all the terms and  conditions
contained  in this Lease.  If this Lease is  assigned or if the  Premises or any
part thereof is occupied by anybody other than the Tenant,  Landlord may collect
rent from the assignee(s) or occupant(s)  and apply the net amount  collected to
the rent herein  reserved,  but no such assignment,  underletting,  occupancy or
collection  shall be deemed a waiver of this  provision or the acceptance of the
assignee(s),  undertenant(s) or occupant(s) as Tenant, or as a release of Tenant
from the  further  performance  by  Tenant of the  provisions  on its part to be
observed or performed herein.

         23.  Waiver.  The  failure  of the  Landlord  to  insist  upon a strict
performance of any of the terms,  covenants and  conditions  hereof shall not be
deemed a waiver of any rights or remedies  that  Landlord may have and shall not
be deemed a waiver of any  subsequent  breach or default  in any of such  terms,
covenants and conditions. Landlord's consent to or approval of any act by Tenant
requiring  Landlord's consent or approval shall not be deemed to waive or render
unnecessary  Landlord's  consent to or approval of any subsequent act by Tenant.
No act or conduct of Landlord,  including without limitation,  the acceptance of
the keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before  expiration  of the term of this Lease.  Only a notice
from  Landlord to Tenant shall  constitute  acceptance  of the  surrender of the
Premises and accomplish a termination of the Lease.

         24.  Surrender.  The  Tenant  shall on the last day of the term of this
Lease, or upon the sooner  termination of the term of this Lease,  surrender and
deliver up the Premises, leasehold improvements,  replacements,  alterations and
additions constructed, erected, added or placed by the Tenant thereon and deemed
to be the property of the  Landlord  under this Lease to the Landlord and Tenant
shall  also make such  restoration  of the  Premises  as  Landlord  may  require
pursuant to this Lease.  Tenant shall deliver all keys and  combinations  to any
and all locks and safes that have not been removed from the Premises, whether or
not Landlord has granted  Tenant  permission to leave such locks and safes in or
at the Premises.  The  condition of the Premises  shall be in first class order,
condition, and repair, subject to reasonable wear and tear.

         25. Quiet Enjoyment.  Landlord  covenants and warrants that the Tenant,
upon making all of Tenant's  payments as and when due under this Lease, and upon
Tenant  performing,  observing,  and  keeping  the  covenants,  agreements,  and
conditions  of this  Lease on  Tenant's  part to be kept,  shall  peaceably  and
quietly  have,  hold and occupy the Premises for the term of this Lease  without
hindrance and molestation from Landlord,  subject to the terms and conditions of
this Lease.


<PAGE>

                                       15
         26.      Insurance.

                  (a) It shall be the  Landlord's  obligation  to  obtain an All
Risk Insurance policy  including  earthquake and flood in an amount equal to the
full  replacement  value  of the  Building  and all of the  improvements  to the
Building in addition to the Landlord's comprehensive general liability insurance
which the Landlord  may carry on the  Premises.  In  addition,  the Landlord may
obtain Environmental  Impairment insurance as may be available for the Premises.
The cost of such  insurances  will be  reimbursed  to the Landlord by the Tenant
within  thirty (30) days after the Tenant  receives an invoice from the Landlord
for such  insurances.  Copies of the  applicable  bills will be forwarded to the
Tenant if  requested  by the Tenant.  Tenant shall not be liable for the cost of
Landlord's insurance prior to commencement of the Lease.

                  (b)  Tenant  shall,  at its sole  cost and  expense,  maintain
comprehensive  general  public  liability  insurance  against  claims for bodily
injury,  death,  or property  damage  occurring  on, in, or about the  Premises,
Building, and the Premises, and on, in or about the adjoining property,  parking
areas,  driveways,  common areas,  etc.,  with such  insurance to afford minimum
protection  during the term of this Lease of not less than Three Million Dollars
($3,000,000.00) per person and per occurrence.  Tenant shall obtain insurance of
One Million  Dollars  ($1,000,000.00)  for property  damage  against any and all
liability arising out of the occupancy, maintenance, and use of the Building and
the Premises.

                  (c)  Tenant at its cost  shall  maintain  on all its  personal
property, Tenant's improvements, and alterations, in, on, or about the Premises,
a policy of standard fire and extended  coverage  insurance,  with vandalism and
malicious  mischief  endorsements,  to the full replacement  value. The proceeds
from any such  policy  shall be used by Tenant for the  replacement  of personal
property or the restoration of Tenant's improvements or alterations.

                  (d) Tenant  shall not violate or permit to be violated  any of
the  conditions  or provisions  of any policy  provided for herein.  Any and all
companies  providing  any  insurance  policy  required  under this Lease must be
qualified to do business in the State of Connecticut  and be satisfactory to the
Landlord.  Tenant shall so perform and satisfy the requirements of the companies
writing such policies so that at all times companies qualified to do business in
the State of Connecticut  and  satisfactory  to the Landlord shall be willing to
write and/or to continue  such  insurance.  In the event that Tenant  engages in
activities causing an increase in Landlord's insurance premium, Tenant shall pay
such increase upon demand from  Landlord.  It is further  understood  and agreed
that if a loss occurs  regarding  the  Premises and both the Landlord and Tenant
carry  insurance  to cover  such  loss,  the loss  first  shall be paid from the
insurance carried by Tenant.
<PAGE>

                                       16

                  (e) Tenant shall  provide  Landlord with  certificates  of all
policies  of  insurance  provided  for  herein  prior  to  the  earlier  of  the
commencement  of the  term of this  Lease or the  taking  of  possession  of the
Premises  by the  Tenant.  All such  policies  shall be  delivered  to  Landlord
endorsed  "Premium Paid" by the company or agency issuing the same and with such
prepayment  representing  at least  one (1)  year's  premium  prepaid.  All said
policies shall name Landlord and Landlord's mortgagee,  if any, and any agent of
Landlord  designated  by the Landlord,  if any, as an additional  insured as its
interests may appear.

         All such policies shall provide that the loss, if any, thereunder shall
be adjusted and paid as hereinabove  provided.  Each such policy shall contain a
provision that no act or omission of Tenant shall affect or limit the obligation
of the  insurance  company  to pay  the  amount  of any  loss  sustained  and an
agreement  by the insurer  that such policy  shall not be  cancelled  without at
least thirty (30) days' prior written notice to Landlord.

         All insurance  policies  required to be written on behalf of the Tenant
pursuant to this  paragraph  shall  contain a waiver of any  subrogation  rights
which the  Tenant's  insurers  may have  against  the  Landlord  and against the
Landlord's servants, agents and employees,  whether any such damage is caused by
the act,  omission or  negligence  of the Landlord or the  Landlord's  servants,
agents and  employees.  The Tenant hereby waives all rights of recovery  against
the Landlord for loss or injury  against which the Tenant is or may be protected
by insurance.  Neither  Landlord,  its servants,  agents or employees,  shall be
liable to the Tenant for any damage,  loss or injury  arising  from the risks or
perils  insured  against under any insurance  policy  required to be obtained by
Tenant under this Lease.

         The Tenant  agrees  that if the Tenant  fails to take out or to keep in
force any such  insurance  required by this Lease,  or should any such insurance
not be approved by the Landlord and should the Tenant not rectify the  situation
within forty-eight (48) hours after written notice by the Landlord to the Tenant
(stating,  if the  Landlord  does not  approve of such  insurance,  the  reasons
therefor)  the  Landlord  has the  right  without  assuming  any  obligation  in
connection  therewith,  to effect such  insurance at the sole cost of the Tenant
and all outlays by the Landlord shall be  immediately  paid by the Tenant to the
Landlord on demand,  without  prejudice  to any other rights and remedies of the
Landlord under this Lease.

         27. Indemnification.  Notwithstanding any other terms,  covenants,  and
conditions contained in this Lease, the Tenant shall indemnify and save harmless
Landlord  and its agents from and against any and all loss  (including,  but not
limited to,  loss of any rent  payable by the Tenant  pursuant  to this  Lease),
claims, actions, damages, liability and expense in connection with loss of life,
personal  injury,  damage to  property  or any other  loss or injury  whatsoever
arising from or out of the  occupancy or use by the Tenant of the  Premises,  or
any part thereof or any work or thing whatsoever done, or any condition  created

<PAGE>

                                       17

(other than by the  willful  misconduct  of  Landlord,  its agents,  servants or
employees) in or about the Premises, during the term of this Lease or during any
other period of time that Tenant may have been given access to the Premises,  or
arising from any act or omission of Tenant or any of its subtenants,  assigns or
licensees or its or their employees, agents, contractors, guests or invitees. In
case any action or proceeding be brought against Landlord, by reason of any such
claim, Tenant, upon notice from Landlord, shall resist and defend such action or
proceeding  by attorneys  reasonably  acceptable  to  Landlord.  If the Landlord
shall,  be made a party to any  litigation,  proceeding,  action or  controversy
commenced by or against the Tenant, then the Tenant shall protect, indemnify and
hold the  Landlord  harmless and shall pay all costs,  expenses  and  reasonable
legal fees incurred or paid by the Landlord in connection with such  litigation,
proceeding, action or controversy, unless such litigation, proceeding, action or
controversy arises solely due to the willful misconduct of the Landlord.  Tenant
shall also pay all costs,  expenses  and legal fees that may be incurred or paid
by the Landlord in enforcing the terms,  covenants and conditions in this Lease,
to the extent permitted by law. This paragraph shall be read in conjunction with
all other provisions of this Lease.

         28.  Remedy of Tenant.  In the event of default by  Landlord  under the
terms of this Lease,  Tenant's  sole and exclusive  remedy for monetary  damages
caused by the  Landlord's  default  (including  reasonable  attorneys'  fees and
reasonable  costs and  expenses)  shall be against  Landlord's  interest  in the
Premises and in no event shall any action be brought against other assets of the
Landlord,  its  partners or  principals  for any claim for money  damages of any
kind,  nature or  description.  In  addition,  any action  brought by Tenant for
monetary damages arising from a default by Landlord  hereunder shall not include
any claim for  consequential  damages or lost profits.  Tenant hereby waives any
and all  claims  and rights to  recover  consequential  damages or lost  profits
arising from Landlord's default hereunder.

         29. Estoppel Certificates.  Tenant agrees, at any time and from time to
time as requested by Landlord,  upon seven (7) days prior notice, to execute and
deliver to  Landlord  or any  mortgagee,  proposed  mortgagee  or  purchaser,  a
statement in writing  certifying that this Lease is unmodified and in full force
and effect (or if there have been modifications,  that the same is in full force
and effect as  modified  and stating  the  modifications)  and that there are no
defenses  or offsets  against the  enforcement  of this Lease by Landlord or the
nature  thereof,  certifying the amount of the rent and additional  rent and the
dates to which  the rent and  additional  rent have been  paid,  expressing  the
commencement and expiration dates of this Lease,  stating whether Landlord is in
default of performance of any of its obligations  under this Lease,  and, if so,
specifying each such default of which the Tenant may have actual knowledge,  and
certifying  the  amount  of any  security  deposited  with  Landlord.  Any  such
statement  may be relied upon by others with whom the  Landlord  may be dealing.
The failure of Tenant to execute, acknowledge and deliver the statement as above
required  shall  constitute  an  acknowledgment  by Tenant  that  this  Lease is
unmodified and in full force and effect and shall  constitute as to any person a
waiver of any and all defaults of Landlord  which may have existed prior to such
request.  Landlord  shall  provide  to  Tenant  under  similar  terms,  estoppel
certificates to Tenant as Tenant may require.


<PAGE>

                                       18

         30.  Subordination.  The Tenant agrees that this Lease and the Tenant's
interest  hereunder  shall  be  subordinate  to any  security  agreement  and/or
mortgage to a bank or other  institution as well as any easements granted to any
governmental  or quasi  governmental  authority or body or any utility  company.
Upon request of the Landlord or Landlord's mortgagee,  Tenant agrees to promptly
execute  and deliver any and all  documents  subordinating  its right under this
Lease as  aforesaid  within  seven (7) days of a request by  Landlord.  The word
"mortgage" as used herein includes,  but is not limited to, mortgages,  deeds of
trust, or similar  instruments and  modifications,  consolidations,  extensions,
renewals,  replacements or substitutions  thereof.  This subordination  shall be
automatically  effective  at such time or times as any and all  future  security
agreements  and/or  mortgages come into existence  without the necessity for the
Tenant to execute  any  further  instruments.  Such  mortgagee  shall  provide a
non-disturbance  clause which will honor the Tenant's lease as long as Tenant is
not in default.

         31.  Destruction or Damage.  In case of any casualty to the Building or
the Premises,  Tenant shall  promptly give written  notice  thereof to Landlord.
Landlord  shall,  at its expense but only to the extent of  available  insurance
proceeds  disbursed  to  Landlord,  restore,  repair  and  rebuild  or alter the
Premises as nearly as  practicable  to its condition  and character  immediately
prior to such damage or destruction. Such restoration, repairs, replacements, or
rebuilding shall be commenced and prosecuted with reasonable diligence. The term
of this Lease shall be extended by the period of time Tenant is  prevented  from
occupying  the  Premises  during  the  course  of  the  repair,   rebuilding  or
restoration of the Premises.  Within sixty (60) days or sooner of such casualty,
Landlord  shall provide a schedule for rebuilding  and  restoration  and if such
schedule  determines that Landlord cannot complete the restoration and repair of
the  Premises  within nine (9) months  after such fire or other  casualty,  then
Tenant  may  terminate  this  Lease  and  Tenant's  liability  for  rent and all
liability of the Landlord under this Lease shall cease upon Tenant's termination
of said Lease.

         If the Premises,  or any portion thereof, is rendered  untenantable due
to the  occurrence of casualty,  all rent shall be equitably  abated by Landlord
from the date of such casualty to the date of restoration or repair by Landlord.
Subject to the terms hereof,  no destruction of or damage to the Premises or any
part thereof by fire or any other  casualty  shall permit Tenant to surrender or
terminate  this Lease and Tenant  waives any rights now or  hereafter  conferred
upon it by statute or otherwise to quit and surrender this Lease or the Building
or any part thereof.

         32.  Condemnation.  If the whole or any part of the  Building  shall be
taken by right of  eminent  domain  or by a  conveyance  in lieu  thereof  or in
connection therewith,  the Lease shall terminate on the date title shall vest in
the  condemnor  or grantee,  and the rents shall be prorated  and adjusted as of

<PAGE>

                                       19

such date. In the event that the Premises are the subject of a partial taking or
conveyance in lieu thereof (hereinafter  "partial taking") and Tenant's business
is not materially  impaired by the partial taking,  then Tenant shall pay at the
time and in the  manner  provided  above  the rent and  additional  rent  herein
reserved  without  reduction and all other charges herein required to be paid by
Tenant.  In the event that the Premises are the subject of a partial  taking and
(i) Tenant's  business is materially  impaired by the partial  taking;  and (ii)
Tenant  provides  Landlord  with written  notice that its business is materially
impaired by the partial taking within thirty (30) days after the partial taking,
the Lease shall  terminate seven (7) days after  Landlord's  receipt of Tenant's
notice of termination.  If this Lease is terminated  pursuant to this paragraph,
all liability of Landlord  thereunder  shall thereupon  terminate.  Tenant shall
have no claim  against  Landlord  nor be entitled to any portion of the award or
compensation  paid or to be paid for any such taking or  conveyance,  and Tenant
hereby waives and sets over to Landlord any award,  claim or demand  whatsoever,
if any,  to which  Tenant is or may be  entitled  by  reason  of such  taking or
conveyance. Notwithstanding the above, Tenant may make an independent claim upon
the  relevant  authority  for  moving  expenses  as a result  of said  taking or
conveyance  in lieu thereof,  provided  said award of moving  expenses in no way
reduces any award due Landlord as a result of the taking or  conveyance  in lieu
thereof.  Tenant  will be notified  by  Landlord  upon  receipt of any notice of
condemnation.

         33.  Non-Liability  of Landlord.  Landlord  shall not be liable for any
failure of water  supply or electric  current or of any service by any  utility,
nor for injury or damage to person  (including  death) or property  caused by or
resulting from steam,  gas,  electricity,  water, rain or snow which may flow or
leak from any part of the  Premises,  or from any pipes,  appliances or plumbing
works of the same, or from any other cause,  or from the street or subsurface or
from any other place, nor from  interferences  with light or easements,  however
caused, except if due to the gross negligent acts of the Landlord.

         Landlord  shall have no liability to Tenant by reason of any  temporary
inconvenience,   annoyance,  interruption  or  loss  of  business  arising  from
Landlord's making any repairs or changes which Landlord is required or permitted
by this Lease, or required by law, to make in or to any portion of the Premises,
or in or to the fixtures,  equipment or appurtenances of the Premises.  Landlord
shall minimize each inconvenience,  annoyance,  interruption or loss of business
by performing its repairs or changes with diligence and with minimal disturbance
to Tenant.

         The  Landlord  shall not be required to provide any  services or do any
act in connection with the Premises except as otherwise specifically provided in
this Lease.  All rent hereunder shall be paid to the Landlord  without any claim
on the part of the Tenant for diminution or abatement thereof, and the fact that
the Tenant's use and  occupancy of the Premises  shall be disturbed or prevented
from any cause  whatsoever  shall not in any way  suspend,  abate or reduce  the
rental to be paid hereunder  except as otherwise  specifically  provided in this
Lease.


<PAGE>

                                       20

        34. Notice.  Whenever it is provided  herein that a notice or statement
shall or may be given or  furnished  to either of the  parties,  the said notice
shall be in  writing,  and  shall be  given,  furnished  or  served  by  mailing
certified mail, postage prepaid,  return receipt requested, or with a nationally
recognized overnight courier service (which shall include Federal Express):

                  (a)  Addressed  to Tenant  mailing  the same to Tenant at Fuel
Cell Energy,  Inc.,  Attn:  Chris  Bentley,  President,  3 Great  Pasture  Road,
Danbury, CT 06813, with a copy to Ross Levine,  Director of Contracts Counsel at
the same  address  or to such  other  address  as  Tenant  may from time to time
designate by notice given to Landlord.

                  (b)  Addressed  to Landlord  mailing the same to Landlord at 5
Two Mile Road,  P.O. Box 945,  Farmington,  Connecticut  06034, or to such other
address as Landlord may from time to time designate by notice given to Tenant.

                  Every  notice or statement  hereunder  shall be deemed to have
been given,  furnished or served at the time that the same shall be deposited in
the United  States mails or delivered to the  overnight  courier  service in the
manner aforesaid.

         35. Payments. All payments required to be paid and all reports required
to be  rendered  by Tenant  to  Landlord  shall be  delivered  to the  office of
Landlord at P.O. Box 945, Farmington,  Connecticut 06034 (or at such other place
as Landlord  may from time to time  designate)  without any prior demand for the
same.

         36.  Holding Over.  Tenant shall  surrender  possession of the Premises
immediately upon the expiration of the term of this Lease or earlier termination
of this Lease.  Any holding over after the expiration or termination of the term
of this  Lease  shall be  construed  to be a  tenancy  from  month to month  and
terminable  by Landlord  upon seven (7) days  notice to the  Tenant.  The Tenant
shall pay the Landlord one hundred  fifty (150%)  percent of the per diem rental
paid by Tenant prior to the expiration or earlier termination of the Lease along
with the additional rent and other charges to be paid by Tenant pursuant to this
Lease for the use and occupancy in addition to all Landlord's costs and expenses
in removing the Tenant from the Premises,  including reasonable attorneys' fees,
and shall  otherwise be subject to such other  obligations  and  liabilities set
forth in this Lease as may be  applicable  to such  occupancy of the Premises by
the Tenant.  In  addition,  Tenant  shall pay  Landlord  for any and all damages
sustained  by  Landlord  as a result of  Tenant's  holding  over or  failure  to
surrender the Premises,  including, but not limited to, lost profits and amounts
required  to be paid to any tenant or  prospective  tenant who was to occupy the
Premises  after the  expiration  or sooner  termination  of the  Lease,  related
attorney's fees and brokerage commissions.


<PAGE>


                                     21

         The Tenant hereby waives any notice to quit in the event that the Lease
terminates  by the lapse of time in  accordance  with the  provisions of Section
47a-25 of the Connecticut  General Statutes,  Revision of 1958, as amended.  The
Tenant  represents that this waiver is made knowingly and intelligently and that
the Tenant conferred with its legal advisors prior to agreeing to this waiver.

         37.  Accord  and  Satisfaction.  No  payment  by Tenant or  receipt  by
Landlord of a lesser  amount than the monthly  rent herein  stipulated  shall be
deemed to be other than on account on the earliest  stipulated  rent,  nor shall
any endorsement or statement on any check or any letter  accompanying  any check
or payment  as rent be deemed an accord and  satisfaction,  and  Landlord  shall
accept such check or payment  without  prejudice to Landlord's  right to recover
the balance of such rent or pursue any other remedy in this Lease provided.

         38. Signs.  Tenant shall not erect or install any sign, awning or other
type display  whatsoever,  either upon the exterior of the Premises,  upon or in
any window, or in any lobby, hallway or door therein located,  without the prior
express  prior  written  consent  of  Landlord,   which  consent  shall  not  be
unreasonably  withheld by  Landlord.  The  installation,  size and design of any
signs,  awnings or displays at the  Premises  shall also be subject to the laws,
ordinances,  rules and regulations of any federal,  state or local  governmental
authority. The Tenant shall pay all erection,  permit and license fees which may
be required to be paid for the erection and maintenance of such sign. The Tenant
agrees to exonerate, save harmless, protect and indemnify the Landlord from, and
against any and all losses, damages,  claims, suits or actions for any damage or
injury  to  the  person  or  property  caused  by  the  erection,  installation,
operation,  maintenance,  and removal of such signs and other  installations  or
parts thereof,  and insurance coverage for such signs and installations shall be
included in the public  liability policy which the Tenant is required to furnish
under this  Lease.  All such signs and other  installations  shall be removed by
Tenant at or prior to the  expiration  or sooner  termination  of this  Lease at
Tenant's sole cost and expense,  and Tenant shall immediately  repair any damage
to  the  Premises  resulting  from  such  erection,   installation,   operation,
maintenance,  and  removal  and shall  restore  the  Premises  to the  condition
designated by Landlord, at Tenant's sole cost and expense.

         39.  Brokers.  Landlord and Tenant  represent and warrant to each other
that they know of no person,  firm or corporation who is entitled to a brokerage
fee or a real estate fee arising out of this.  Each party hereto  agrees that if
any other person or entity makes a claim for brokerage  fees or real estate fees
of any kind  related  to this  Lease and such  claim is made by,  through  or on
account of any acts or alleged acts of said party or its  representatives,  said
party  will  protect,  indemnify,  defend,  and hold the  other  party  free and
harmless from and against any and all loss, liability, cost, damage, and expense
(including reasonable attorneys fees) in connection therewith.

         40. Distinct Parties. Landlord shall in no event be construed, held, or
become in any way or for any purpose a partner,  associate, or joint venturer of
Tenant or any party  associated  with Tenant in the  conduct of its  business or
otherwise.
<PAGE>

                                       22

         41. Attornment.  Tenant shall in the event of the sale or assignment of
Landlord's  interest in the Premises,  or in the event of any proceeding brought
for the  foreclosure  of, or in the event of exercise of the power of sale under
any mortgage made by Landlord covering the Premises,  attorn to the purchaser or
foreclosing  mortgagee and recognize such purchaser or foreclosing  mortgagee as
Landlord under this Lease;  provided,  however, that so long as Tenant is not in
default  hereunder,  it shall not be disturbed  from the quiet  enjoyment of the
Premises by such  purchaser or  foreclosing  mortgagee.  Tenant agrees that this
Lease shall remain in full force and effect in the event that the Landlord,  its
successors  or  assigns  submit  the  Premises  or any part  thereof to a common
interest community form of ownership.

         42.  Force  Majeure.  Except for  payment by Tenant of the base  annual
rent, additional rent and all other sums payable to Landlord, the parties hereto
shall  be  excused  for  the  period  of any  delay  in the  performance  of any
obligations  hereunder,  when  prevented from so doing by cause or causes beyond
Tenant's and/or Landlord's control which shall include, without limitation,  all
labor disputes, civil commotion, war, war-like operations,  invasion, rebellion,
hostilities,  military or usurped power, sabotage,  governmental  regulations or
controls, fire or other casualty,  inability to obtain any material, services or
financing or through acts of God.

         43. Sale by Landlord.  If Landlord sells or conveys its interest in the
Premises,  thereafter Landlord shall be automatically  relieved of any liability
and  obligations  to Tenant under this Lease and Tenant shall look solely to the
new owner or owners for  performance  of the Landlord's  obligations  hereunder,
provided that the Landlord has transferred  the security  deposit and Landlord's
obligations under the Lease to the new owner of the Premises.

         44.  Recording.  Tenant shall not record this Lease,  but may execute a
memorandum or notice thereof in recordable  form  satisfactory  to both Landlord
and Tenant.

         45. Captions and Paragraph Numbers.  The captions and paragraph numbers
are  inserted  only as a matter  of  convenience  and in no way  define,  limit,
construe,  or describe the scope or intent of such  sections or articles of this
Lease or in any way affect this Lease.

         46. Joint and Several Obligations. The term "Party" shall mean Landlord
or Tenant;  and if more than one  person or entity is  Landlord  or Tenant,  the
obligations imposed on the Tenant shall be joint and several.

         47. Construction. In construing this Lease, feminine or neuter pronouns
shall be substituted for those of masculine form and vice versa,  and the plural
for the singular, and singular for plural, in any place in which the context may
require.  In addition,  whenever the consent of Landlord is required  under this
Lease, the consent shall not be unreasonably withheld by the Landlord unless the
applicable   provision  requiring  the  consent  of  the  Landlord  states  that
Landlord's consent may be withheld by Landlord in its sole discretion.
<PAGE>
                                       23

         48.  Authorization.  The Tenant shall  deliver to the Landlord upon the
execution  of this  Lease a  certified  copy of a  resolution  of its  board  of
directors, partners or members, as the case may be, authorizing the execution of
this Lease and naming the  officer,  partner  or member  that is  authorized  to
execute this Lease on behalf of such entity.

         49. Entire Agreement.  This Lease contains the entire agreement between
the parties and shall not be modified in any manner  except by an  instrument in
writing  executed  by  the  parties,  their  heirs,  administrators,  executors,
successors or assigns.  No representations  have been made by either party other
than those set forth in this Lease and  neither  party shall be bound by or held
to any representations other than as are set forth in this Lease.

         50. Binding Effect.  The terms,  covenants and conditions  herein shall
bind  and  inure  to the  benefit  of the  Landlord  and the  Tenant  and  their
respective   heirs,   administrators,    executors,   successors   or   assigns.
Notwithstanding  anything  herein to the contrary,  the  obligations of Landlord
under this Lease shall not be binding upon Landlord herein named with respect to
any period subsequent to the transfer of its interest in the Premises as owner.

         51. Commercial Transaction.  Tenant hereby acknowledges that this Lease
constitutes  a  commercial  transaction,  as such  term is used and  defined  in
Connecticut  General Statutes Section 52-278(a) of the Connecticut  Public Acts,
and Tenant hereby waives any  prejudgment  remedy  hearing as therein  provided,
after a default in  paragraph 20 and the  applicable  notice and cure period has
expired..

         52. Outstanding Payments.  Upon the expiration or sooner termination of
this Lease,  any and all outstanding  rent and additional rent payable by Tenant
to Landlord  shall bear  interest at the lower of the highest rate  permitted by
law or twelve (12%) percent per annum from the date any such  outstanding sum is
due and payable by Tenant hereunder until paid.

         53.  WAIVERS.  TENANT  HEREBY  EXPRESSLY  WAIVES  ANY AND ALL RIGHTS OF
REDEMPTION GRANTED BY OR UNDER ANY PRESENT OR FUTURE LAWS IN THE EVENT OF TENANT
BEING  EVICTED  OR  DISPOSSESSED  FOR ANY  CAUSE,  OR IN THE  EVENT OF  LANDLORD
OBTAINING POSSESSION OF THE PREMISES BY REASON OF THE VIOLATION BY TENANT OF ANY
OF THE COVENANTS OR CONDITIONS OF THIS LEASE, OR OTHERWISE.

         LANDLORD  AND  TENANT  WAIVE  TRIAL BY JURY IN ANY  ACTION  BROUGHT  IN
CONNECTION WITH THIS LEASE.
<PAGE>

                                       24

         IN ANY  ACTION BY  LANDLORD  RELATING  TO THE  PAYMENT  OF BASE RENT OR
ADDITIONAL RENT, TENANT HEREBY WAIVES ANY OFFSET,  COUNTERCLAIM OR OTHER DEFENSE
OTHER THAN PAYMENT. NOTHING HEREIN SHALL BAR TENANT FROM MAKING ANY COUNTERCLAIM
OR OTHER  DEFENSE FOR ANY CLAIM NOT  RELATED TO BASE OR  ADDITIONAL  RENT.  SUCH
CLAIMS MAY ONLY BE RAISED IN A SEPARATE COURT ACTION.



<PAGE>

                                       25

         54. Laws of the State of  Connecticut.  This Lease shall be governed by
and construed in accordance  with the Laws of the State of  Connecticut.  If any
provision  of  this  Lease  or  the   application   thereof  to  any  person  or
circumstances  shall, to any extent, be invalid or unenforceable,  the remainder
of this Lease shall not be  affected  thereby  and each  provision  of the Lease
shall be valid and  enforceable  to the  fullest  extent  permitted  by the Law.
Landlord  and  Tenant  hereby   specifically  and  irrevocably  consent  to  the
jurisdiction  of the  courts of the State of  Connecticut  with  respect  to all
matters concerning this Lease and enforcement thereof.

         IN WITNESS  WHEREOF,  Landlord  and Tenant  have signed and sealed this
Lease as of the day and year first above written.

                                   LANDLORD

In the Presence of:                TECHNOLOGY PARK
                                   ASSOCIATES, L.L.C.

  /ss/                             By     /ss/
-----------------------------            ------------------------------
Gary Capitanio                             Allen Borghesi
                                         Its Member
 /ss/
-----------------
Johnson H. Phillips II
                                   TENANT


                                   FuelCell Energy, Inc.


 /ss/                              By       /ss/
------------------------------            -----------------------------
Gary Capitanio                                Chris Bentley
                                          Its
                                          Duly Authorized
 /ss/
-----------------
Johnson H. Phillips II


</TEXT>
</DOCUMENT>
