BKF CAPITAL GROUP INC
LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y65433exv10w2.txt
<DESCRIPTION>LEASE AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.2

                                      LEASE


                                    AGREEMENT


                                     BETWEEN


                        RIVER BEND EXECUTIVE CENTER, INC.


                                    LANDLORD


                                       AND


                           LEVIN MANAGEMENT CO., INC.


                                     TENANT
<PAGE>
                                COMMERCIAL LEASE
                                     BETWEEN
                        RIVER BEND EXECUTIVE CENTER, INC.
                                       AND
                           LEVIN MANAGEMENT CO., INC.
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
  Paragraph        Title                                                    Page
<S>                <C>                                                      <C>
      1            Reference Data                                            1
      2            Definitions                                               3
      3            Demised Premises and Term                                 4
      3(a)         Demised Premises                                          4
      3(b)         Term                                                      4
      3(c)         Commencement and Expiration Date Agreement                5
      4            Rent and Security Deposit                                 5
      4(a)         Fixed Rent                                                5
      4(b)         Additional Rent                                           5
      4(c)         Past Due Annual Fixed Rent or Additional Rent             6
      4(d)         Security Deposit                                          6
      5            Tenant's Share of Operating Costs and Taxes               7
      5(a)         Operating Costs Definitions                               7
      5(b)         Payment of Tenant's Share of Operating
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                <C>                                                      <C>
                   Costs and Real Estate Taxes                              10
      6            Occupancy of Demised Premises                            12
      7            Use of Demised Premises                                  12
      8            Tenant's Operation of Business                           12
      9            Designation of Brokers                                   13
     10            Signs                                                    13
     11            Repairs, Alterations and Maintenance                     13
     11(a)         Care of Demised Premises                                 13
     11(b)         Tenant's Repairs and Replacements                        13
     11(c)         Landlord's Repairs                                       14
     11(d)         Tenant's Alterations                                     15
     11(e)         Mechanic's Liens                                         16
     12            Utilities and Building Services                          17
     12(a)         Heating and Air Conditioning                             17
     12(b)         Water                                                    18
     12(c)         Interruption of Services                                 18
     12(d)         Electricity, Demised Premises                            18
     13            Property and Other Taxes                                 20
     14            Indemnification by Tenant                                20
     15            Insurance                                                21
     16            Damage to or Destruction of Demised Premises             23
     17            Eminent Domain                                           24
     18            Default by Tenant                                        24
     19            Landlord's Remedies                                      25
     20            Sublease or Assignment                                   28
     21            Environmental Matters                                    31
     22            Attornment                                               32
     23            Subordination                                            33
     24            Surrender                                                33
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                <C>                                                      <C>
     25            Certificates                                             34
     26            Landlord's Right of Access to Demised Premises           35
     27            Additional Rights Reserved to Landlord                   36
     28            Safe Environment                                         39
     29            Notice                                                   39
     30            Quiet Enjoyment                                          40
     31            Waiver of Liability                                      40
     32            No Representations                                       41
     33            Occupancy                                                41
     34            Successors and Assigns                                   41
     35            Entire Agreement                                         41
     36            Invalidation of Particular Provisions                    41
     37            Notice of Lease                                          41
     38            Janitorial Services                                      41
     39            Moving-In, Moving-Out or Relocating within
                     the Premises                                           42
     40            No Waiver to Landlord                                    42
     41            Waiver of Trial by Jury                                  42
     42            Integration of Agreement and Amendments                  43
     43            Governing Law                                            43
     44            Counterparts                                             43
     45            Attorneys' Fees                                          43
     46            Roof-Top Communication Equipment                         43
     47            Installation of Elevator                                 45
</TABLE>


                                       iv
<PAGE>
                                      LEASE

      This Lease is made as of this day between the Landlord and Tenant named in
Paragraph 1. Landlord and Tenant agree to the terms and conditions set forth in
this Lease.

      1.    REFERENCE DATA.

            Each reference in this Lease to any of the following subjects shall
incorporate the data stated for that subject in this Paragraph 1.

      DATE OF THIS LEASE September 25, 2002

      LANDLORD: RIVER BEND EXECUTIVE CENTER, INC.
                One Omega Drive
                P.O. Box 4047
                Stamford, CT  06907

      TENANT:   Levin Management Co., Inc.


      TENANT'S ADDRESS:  One Rockefeller Plaza
                         19th Floor
                         New York, New York  10020

      DEMISED PREMISES:     That portion of the Building (the "Building")
                            known as 5 River Bend Drive or River Bend 5,
                            Stamford, Connecticut, as depicted on Exhibit
                            A attached hereto (hereinafter referred to as
                            the "Demised Premises").

      TENANT'S USE OF THE DEMISED PREMISES:   Redundant Office Space/Office.

      COMMENCEMENT DATE: Upon the substantial completion of the Landlord's Work.
For purposes hereof, Landlord's Work shall be deemed substantially completed
upon the completion of all work (excluding any minor details of construction,
decoration, or mechanical adjustment which do not materially interfere with
Tenant's use of such part of the Demised Premises).

      RENT COMMENCEMENT DATE:  Upon Commencement Date.
<PAGE>
      EXPIRATION DATE:   September 30, 2011 (subject to extensions pursuant
                         to subsection 3(b)(ii)).


      LEASE TERM: Commencing on the Commencement Date and terminating on the
Expiration Date (the "Lease Term").

<TABLE>
<CAPTION>
RENT*:                                 YEARS             TOTAL              PER SQUARE FOOT
------                                 -----             -----              ---------------
<S>                                <C>                <C>                   <C>
Annual Fixed Rent:  Lease Years         1 - 3         $101,262.00               $21.00
                                        4 - 7          106,084.00                22.00
                                   Thereafter          110,906.00                23.00

Monthly Fixed Rent: Lease Years         1 - 3         $  8,438.50               $ 1.75
                                        4 - 7            8,840.33                 1.83
                                   Thereafter            9,242.17                 1.92
</TABLE>

*     Does not include $2,500 per month Additional Rent in connection with the
      emergency generator to be installed by Landlord in accordance with Section
      12(e)(i).

            ESTIMATED BASE YEAR OPERATING COSTS AND TAXES: Tenant will pay its
            share of any increase in Taxes and Operating Costs over the
            applicable Base Year. The Base Year, for purposes of Operating
            Costs, shall be the calendar year 2003 (the "Base Operating Year").
            The Base Year, for purposes of Taxes, will be the Taxes payable on a
            payment year basis for the period July 1, 2002 through June 30, 2003
            (the "Base Tax Year").

            TENANT ELECTRICITY: Demised Premises shall be submetered with Tenant
            paying all charges for electricity. (See Paragraph 12d(iii)).

            NUMBER OF PARKING SPACES: Landlord will provide 14 parking spaces.
            In the event of a disaster at Tenant's primary offices, Tenant will
            be allowed the use of an additional ten (10) spaces in reasonably
            close proximity to the Building.

            RENTABLE SQUARE FOOTAGE OF THE DEMISED PREMISES: The Demised
            Premises for purposes of this Lease shall be deemed to comprise
            4,822 Rentable Square Feet on the second (2nd) floor of the
            Building.

            INITIAL PAYMENTS OF FIXED RENT AND SECURITY DEPOSIT: The first
            month's Fixed Rent ($8,438.50) (such amount the "First Month's
            Rent") and the last month's Fixed Rent ($9,242.17) (such amount, the
            "Last Month's Rent"), Security Deposit in the sum of ($17,680.67),
            and first and last month's Additional Rent for access to Landlord's
            emergency generator ($5,000), for a total of $22,680.67, are payable
            upon execution of this Lease.

            GUARANTORS: (Parent Company - BKF Capital Group, Inc.) See Rider No.
            3.

            BROKER(S): Landlord recognizes Grubb & Ellis as the broker of
            record.

            TENANT'S SHARE: 19.0% which is calculated on a proportionate basis
            comparing Tenant's rentable square footage to the total rentable
            square footage in the Building (whether or not leased) computed on a
            consistent basis.

            2.    DEFINITIONS.


                                       2
<PAGE>
            For all purposes of this Lease, the terms defined in this Paragraph
shall have the meanings specified in this Paragraph unless the context otherwise
requires.

            (a) "Landlord" shall mean the owner or lessee of the Building (or
part thereof) of which the Demised Premises form a part. In the event of the
termination of the Landlord's interest in the Building, the current Landlord
shall be relieved of all obligations under this Lease, and without further
agreement, the purchaser of the Building or other assignee of the Landlord's
interest therein will assume all obligations of Landlord under this Lease.

            (b) "Tenant" shall mean the Tenant named in this Lease and any
person, firm, corporation or other legal entity, immediate or remote, to which
Tenant's interest in this Lease may be assigned pursuant to the terms of this
Lease.

            (c) "Common Areas" shall mean that part of the Building and its
appurtenances designated by Landlord for the common use of all tenants, invitees
and others, which includes, sidewalks, landscaping, curbs, driveways, parking
areas, delivery passages, loading areas, hallways, lighting facilities, drinking
fountains, lobbies, elevators, meeting rooms, public toilets and the like.
Landlord reserves the right to change, from time to time, the dimensions and
locations of the Common Areas. Tenant's access to the Demised Premises shall be
24 hours a day, 7 days a week, 365 days a year basis.

            (d) "Building" shall mean 5 River Bend Drive, Stamford, Connecticut
and all improvements located thereon. The Building is also known as River Bend 5
and 5 River Bend. Landlord reserves the right to change the name of the Building
at any time or times.

            (e) "Normal Business Hours" shall mean 8:30 a.m. until 5:30 p.m.
weekdays, exclusive of those days reasonably designated as holidays by Landlord.

            (f) "Park" shall mean the River Bend Office Park in which the
Building and Common Areas are located.

            (g) "Rent" shall mean Annual Fixed Rent as defined in Paragraph 4(a)
and Additional Rent as defined in Paragraph 4(b).


                                       3
<PAGE>
            (h) "Approximate Square Footage of the Demised Premises" shall mean
that figure indicated in Paragraph 1.

      3.    DEMISED PREMISES AND TERM.

            (a) DEMISED PREMISES. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord for the Term and Rent and upon the other conditions
and covenants as provided for herein, the Demised Premises, as defined in
Paragraph 1 hereof, together with the right to use in common with Landlord,
other tenants in the Building, their invitees and others, the Common Areas. In
addition, the Landlord shall provide to Tenant, on a rent-inclusive basis,
parking for the number of cars specified in Paragraph 1. Tenant's use of said
parking area shall be in common with other tenants, and the parking of said cars
shall be on a non-reserved basis unless otherwise noted in Paragraph 1 hereof
and shall be subject to the reasonable rules, regulations and arrangements which
may be established or altered by Landlord at any time or from time to time
during the Term hereof. Landlord shall use commercially reasonable efforts to
enforce any such rules and regulations in a uniform manner as to all tenants of
the Building. Landlord shall not be responsible for any theft of or damage to
cars owned by Tenant's employees and/or invitees.

            (b) TERM.

                  (i) The Term of the Lease shall be for the period as indicated
in Paragraph 1, unless sooner terminated as herein provided. In the event that
for any reason whatsoever the Landlord cannot deliver possession of the Demised
Premises to Tenant within three (3) months of Lease execution, Landlord shall
not be liable to Tenant for any loss or damage resulting therefrom. Should
Landlord be unable to deliver possession of the Demised Premises to Tenant
within said three (3) month period, Tenant may elect to terminate this Lease by
providing thirty (30) days written notice; provided, however, that Landlord
shall have the opportunity to deliver possession during such notice period. The
dates upon which the Term shall commence and terminate as provided for herein
are called the "Commencement Date" and the "Expiration Date", respectively.


                                       4
<PAGE>
                  (ii) The Tenant shall have no option to renew this Lease
except as contained in Rider No. 2.

            (c) COMMENCEMENT AND EXPIRATION DATE AGREEMENT. In order to place in
writing the exact dates of the Commencement Date and the Expiration Date, if
such are different from those set forth in Paragraph 1 hereof, the parties
shall, upon the request of either of them, within ten (10) days after the
Commencement Date, execute a supplemental agreement to become a part of this
Lease, setting forth the Commencement Date and Expiration Date.

      4. RENT AND SECURITY DEPOSIT.

            (a) FIXED RENT. Tenant agrees to pay to Landlord at the address set
forth in Paragraph 1, or at such other place designated by Landlord, without any
prior demand and without any deduction or setoff whatsoever, the Annual Fixed
Rent as defined in Paragraph 1, which shall be due and payable in twelve monthly
installments, each equal to the Monthly Fixed Rent as defined in Paragraph 1.
The Monthly Fixed Rent shall be paid in lawful currency of the United States of
America, in advance, on the first day of each calendar month during the Term. If
the Commencement Date is a day other than the first day of a calendar month, the
Tenant shall pay on the Commencement Date the portion of the Monthly Fixed Rent
due for that month, prorated on a per diem basis. Landlord shall apply the First
Month's Rent delivered to Landlord concurrently with Tenant's execution and
delivery of this Lease to the Monthly Fixed Rent payable for the first full
calendar month during the Term. Landlord shall apply the Last Month's Rent
delivered to Landlord concurrently with Tenant's execution and delivery of this
Lease to the Fixed Rent due for the last month of the Lease Term.

            (b) ADDITIONAL RENT. Any sums of money or charges to be paid by
Tenant pursuant to the provisions of this Lease, other than the Annual Fixed
Rent, shall be designated as "Additional Rent" and shall be payable within ten
(10) days after Landlord gives written notice and demand for payment. Payment
will be made in the same manner as the Annual Fixed Rent. Landlord shall have
the same rights against Tenant for the default in payment of Additional Rent as
for default in payment of the Annual Fixed Rent.


                                       5
<PAGE>
            (c) PAST DUE ANNUAL FIXED RENT OR ADDITIONAL RENT. If Tenant fails
to pay any Rent before the eleventh (11th) day after such Rent is due, Tenant
agrees to pay as Additional Rent for each day after and including the sixth day
that the Rent remains unpaid a late charge which shall be the greater of (1)
$50.00 per day or (2) five percent (5%) of the amount of such unpaid Rent
divided by 30. Tenant agrees that such amounts are not a penalty, but are a
reasonable amount to reimburse Landlord for the loss of the use of the money and
the additional administrative costs resulting from late payments.

            (d) SECURITY DEPOSIT. Tenant will deposit with Landlord upon signing
this Lease, and throughout the term of this Lease shall keep on deposit with
Landlord, the rental for the last month of the Term herein granted, as well as a
Security Deposit in the amount set out in Paragraph 1 as security for Tenant's
payment of the Rent and Tenant's faithful performance under this Lease. All
interest earned on the Security Deposit shall be the property of Landlord. If at
any time during the Term of this Lease, Tenant defaults in the performance of
any provisions of this Lease, Landlord may, but shall not be required, to use
the Security Deposit, or so much thereof as necessary, to pay any Rent in
default, to reimburse any expense incurred by Landlord, and to pay for the
damages incurred by Landlord by reason of Tenant's default. In such event,
Tenant shall, on written demand of Landlord, immediately remit to Landlord a
sufficient amount in cash to restore the Security Deposit to its original
amount. Within 60 days after the end of the Term, and in the event such Security
Deposit has not been entirely utilized as provided above, any remaining balance
of the Security Deposit will be refunded to Tenant without interest. Landlord
will deliver the Security Deposit to the purchaser or assignee of Landlord's
interest in the Demised Premises in the event such interest is sold or assigned
and at that time Landlord will be discharged from further liability with respect
to the Security Deposit; provided, however, that said transferee or assignee
takes the Security Deposit subject to this Lease and assumes Landlord's
obligations with respect thereto Notwithstanding the provisions of this
Paragraph 4, if the claims of Landlord exceed the Security Deposit, Tenant will
remain liable for the balance of such claims.


                                       6
<PAGE>
      5.    TENANT'S SHARE OF OPERATING COSTS AND TAXES.

            (a) DEFINITIONS. As used in this Lease the following definitions
shall apply:

                  (i) "Real Estate Taxes" shall mean the total amount of all
taxes, charges and assessments levied or assessed against the Building and any
personal property of Landlord used in the operation of the Building, including,
without limitation, real property taxes, assessments, water and water
assessments, sewer rentals, rates, taxes and charges, and any other governmental
charge, general, special, ordinary or extraordinary, foreseen or unforeseen, of
any kind and nature whatsoever which may at any time prior or during the Term of
this Lease become due and payable, or be levied, assessed or imposed by any
authority having power to do so, on, against or with respect to the Building and
any appurtenance thereof, but excluding, however, any tax, levy or assessment
against any income of Landlord, and any income, franchise, corporation, estate,
gift, transfer, inheritance and capital stock taxes of Landlord or mortgage
recording taxes. Real Estate Taxes shall not include any penalties or interest
that derives from Landlord's failure to pay Real Estate Taxes on a timely basis.
The said exclusions notwithstanding, Real Estate Taxes shall include any tax,
charge or other imposition levied by the State of Connecticut or political
subdivision thereof against Landlord's interest in this Lease or the rents
(whether gross or net) derived from this Lease, and shall also include, to the
extent applicable, any other tax, fee or other excise, however described, that
may be levied or assessed against the Building as a substitute for, or as an
addition to, in whole or in part, any other Real Estate Taxes, whether or not
now customary or in the contemplation of the parties hereto as of the date of
this Lease.

                  (ii) "Operating Costs" shall mean costs, actual and accrued,
incurred by or on behalf of Landlord in connection with the management, use,
operation, maintenance, repair, preservation and protection of the Building and
Common Areas, including, without limitation or duplication, (1) cost of
electricity, air conditioning, ventilating, heating, mechanical, security
protection and elevator systems and all other utilities; (2) cost of water,
supplies and equipment, and maintenance, security and service contracts; (3)
cost of repairs, general maintenance, and cleaning; (4) cost of


                                       7
<PAGE>
fire, extended coverage, boiler, sprinklers, public liability, property damage,
rent, umbrella coverage, and other insurance; (5) wages, salaries, accident
insurance, and retirement, medical and other employee benefits and other labor
costs for Landlord's personnel; (6) fees, charges, and other costs including
management fees, consultant fees, legal fees, and accounting fees of all
independent contractors engaged by Landlord or reasonably charged by Landlord to
perform services in connection with the operation of the Building; (7) cost of
maintaining Common Areas, public areas, lobbies, parking areas, and similar
areas adjacent to the Building; (8) amortized costs of capital improvements to
the Building, Common Areas or the real property on which the Building is located
which (i) are required by governmental law or regulation and were not required
by law as of the date hereof or (ii) are reasonably and customarily intended to
reduce, stabilize or limit increases in Operating Costs (including, without
limitation, the replacement of structural and non-structural Building
components, machinery, equipment and other capital items that have become
obsolete or otherwise have reached the end of their useful lives); and (9) such
other items as are customarily included in the cost of managing, operating, and
maintaining the Building in accordance with customary commercial real estate
practices of owners of similar buildings in Fairfield County, Connecticut.
Notwithstanding anything to the contrary herein contained, the term Operating
Costs shall not include (1) Real Estate Taxes; (2) debt service and financing
costs, including, without limitation, sums paid under mortgages and related
agreements with respect to secured and unsecured loans; (3) rent paid under
superior or ground leases; (4) any expense for which (a) Landlord is otherwise
compensated through the proceeds of insurance to the extent Landlord is
compensated, (b) Landlord receives or is entitled to receive compensation or
reimbursement from other tenants in the Building, or (c) Landlord receives
compensation or reimbursement from any other source to the extent Landlord is
compensated; (5) all leasing costs applicable to this Lease (and other leases in
the Building), including, without limitation, leasing and brokerage commissions
and similar fees, and the cost of the Landlord Work and legal and other
professional services in connection with the execution and delivery hereof (and
thereof); (6) costs and expenses


                                       8
<PAGE>
incurred in connection with negotiations or disputes with present or prospective
tenants of the Building; (7) costs incurred with respect to a sale or transfer
of all or any portion of the Building or any direct or indirect interest
therein; (8) costs and expenditures payable to any affiliate of Landlord in
excess of the amount which would be paid in the absence of such relationship;
(9) salaries of Landlord's personnel, or the personnel of the property manager
for the Building, in either case above the grade of building manager; (10)
expenses incurred in connection with services or other benefits of a type that
are not provided to Tenant (or are provided at separate or additional charge)
but that are provided to another tenant or occupant of the Building (or a group
of tenants or occupants of the Building) regardless of whether the same are
provided with or without separate or additional charge and (11) the cost of
acquiring, leasing, restoring, removing or replacing (a) sculptures, (b)
paintings, and (c) other objects of art located within or outside of the
Building.

                  (iii) "Computation Year" shall mean each twelve (12) month
period following the Base Operating Year (in the case of Operating Costs) or the
Base Tax Year (in the case of Real Estate Taxes) in which occurs any part of the
term of this Lease Term.

                  (iv) "Base Year Operating Costs" shall mean Tenant's Share
(i.e. 19.0%) of the Operating Costs during the Base Operating Year.

                  (v) "Base Year Real Estate Taxes" shall mean Tenant's Share
(i.e. 19.0%) of the Real Estate Taxes during the Base Tax Year.

            (b) PAYMENT OF TENANT'S SHARE OF OPERATING COSTS AND REAL ESTATE
TAXES. Tenant shall pay to Landlord, as Additional Rent, Tenant's Share of
Operating Costs and Real Estate Taxes at the times and in the manner provided
below:

                  (i) Tenant's Share of Operating Costs for any Computation Year
shall be the amount by which Tenant's Share (i.e. 19.0%) of the Operating Costs
for that Computation Year, exceed the Base Year Operating Costs. Tenant's Share
of Real Estate Taxes for any Computation Year shall be the amount by which
Tenant's Share (i.e. 19.0%) of the Real Estate Taxes , for that Computation
Year, exceed the Base Year Real Estate Taxes.


                                       9
<PAGE>
                  (ii) At the beginning of each Computation Year, Landlord shall
compute and deliver to Tenant an estimate of the amount to be paid by Tenant on
Tenant's Share of the Operating Costs and on Tenant's Share of Real Estate Taxes
for the appropriate Computation Year, and without further notice, Tenant shall
pay to Landlord as Additional Rent, simultaneously with Tenant's Monthly Fixed
Rent during such Computation Year, monthly installments of one-twelfth (1/12th)
of such estimate.

                  (iii) Unless delayed by causes beyond Landlord's reasonable
control, Landlord shall deliver to Tenant within one hundred eighty (180) days
after the end of each Computation Year, written statements setting out in
reasonable detail the amount of Tenant's Share of Operating Costs and Tenant's
Share of Real Estate Taxes. If the aggregate of monthly installments of Tenant's
Share of Operating Costs actually paid by Tenant to Landlord differs from the
amount of Tenant's Share of Operating Costs payable according to the Statement
of Tenant's Share of Operating Costs ("Statement - Operating Costs") under this
Paragraph 5, Tenant shall pay the increase or be credited with a decrease
without interest within thirty (30) days after the date of delivery of the
Statement - Operating Costs provided that if Tenant is entitled to a credit and
no further amounts are due to Landlord hereunder, the Landlord shall promptly
remit such amounts to Tenant. If the aggregate of monthly installments of
Tenant's Share of Real Estate Taxes actually paid by Tenant to Landlord differs
from the amount of Tenant's Share of Real Estate Taxes payable according to the
Statement of Tenant's Share of Real Estate Taxes ("Statement - Real Estate
Taxes") under this Paragraph 5, Tenant shall pay the increase, or be credited
with a decrease without interest, within thirty (30) days after the date of
delivery of the Statement - Real Estate Taxes provided that if Tenant is
entitled to a credit and no further amounts are due to Landlord hereunder, the
Landlord shall promptly remit such amounts to Tenant.

                  (iv) If Landlord and Tenant disagree on the accuracy of
Tenant's Share of Operating Costs as set forth in the Statement - Operating
Costs or Tenant's Share of Real Estate Taxes as set forth in the Statement -
Real Estate Taxes, Tenant shall nevertheless make payment in accordance with any
notice given by Landlord, but the disagreement shall immediately be referred by
Landlord for prompt decision by a


                                       10
<PAGE>
mutually acceptable public accountant or other professional consultant who shall
be deemed to be acting as an expert and not as an arbitrator, and a
determination signed by the selected expert shall be final and binding on both
Landlord and Tenant. Any adjustment required to any previous payment made by
Tenant or Landlord by reason of any such decision shall be made within fourteen
(14) days after the date of the decision. Tenant will pay the costs of retaining
the expert.

                  (v) Neither party may claim a readjustment in respect of
Tenant's Share of Operating Costs if based upon any error of computation or
allocation except by notice delivered to the other party within six (6) months
after the date of delivery of the Statement - Operating Costs or the Statement -
Real Estate Taxes.

                  (vi) In the event that the Building is less than ninety
percent (90%) occupied in any Computation Year including Base Year as reasonably
determined by the Landlord, an adjustment shall be made in computing the
Operating Costs for such Computation Year so that the Operating Costs shall be
computed as though the Building had been ninety percent (90%) occupied. If
ninety percent (90%) or more of the Building is occupied as reasonably
determined by the Landlord, Tenant shall pay its Tenant's Share of Operating
Costs based upon the actual Operating Costs for such Computation Year. The
provisions of this Paragraph 5 shall survive the expiration or earlier
termination of the Lease.

      6.    OCCUPANCY OF DEMISED PREMISES.

            Tenant's occupancy of all or part of the Demised Premises shall be
conclusive evidence that Tenant accepts possession of the Demised Premises in an
"as is" condition, and that the Demised Premises are complete and finished in
every material respect. Tenant relies on no warranties or representations
express or implied of Landlord or any agent or other party associated with
Landlord as to the nature, condition, repair or specific area of the Demised
Premises or the Building, except as otherwise expressly provided in this Lease.

      7.    USE OF DEMISED PREMISES.


                                       11
<PAGE>
            Tenant shall use the Demised Premises for the purposes set forth in
Paragraph 1 and for no other use or purpose without the prior written consent of
Landlord.

      8. TENANT'S OPERATION OF BUSINESS.

            (a) Tenant shall comply with all laws, orders and regulations of
federal, state, county and municipal authorities (including without limitation
the Americans With Disabilities Act, 42 U.S.C. Section 12101 et seq. to the
extent such Act affects the Demised Premises) ("Legal Requirements"), and with
any direction of any public officer or officers which shall impose any violation
order or duty with respect to the Demised Premises or the use or occupancy
thereof. Landlord represents that it has not received any notice that the
Demised Premises are in violation of the Legal Requirements.

            (b) Tenant agrees that it shall not at any time during the Lease do
or permit to be done any act or practice which may tend to injure or damage the
Demised Premises or the Building.

            (c) Tenant shall not use or knowingly permit any part of the Demised
Premises to be used for any unlawful purpose; nor shall the Tenant use or occupy
or permit the Demised Premises to be used or occupied, nor do or permit anything
to be done in or on the Demised Premises, in a manner which will knowingly
violate any certificate of occupancy affecting the Demised Premises; or to make
void or voidable any insurance then in force with respect thereto, or which will
make it impossible or uneconomical to obtain fire or other insurance required to
be furnished by the Landlord or the Tenant; or which will cause or be likely to
cause roof or structural damage to the Building or any part thereof; or which
will constitute a public or private nuisance; or which will violate any laws or
regulations of any governmental authority.

      9. DESIGNATION OF BROKERS.

            Landlord agrees to pay brokerage fees and commissions in connection
with this Lease, subject to the conditions set forth below. As part of the
consideration for granting this Lease, Tenant represents and warrants to
Landlord that it has dealt with no broker or agent other than as specified in
Paragraph 1 hereof with respect to the Demised Premises. Landlord represents and
warrants to Tenant that no broker has an


                                       12
<PAGE>
exclusive agency listing with respect of the Demised Premises. Tenant agrees to
indemnify and hold Landlord harmless against any claims (including costs and
attorneys' fees) for brokerage fees and commissions by any broker or agent other
than above claiming to have introduced Tenant to the Demised Premises. The
indemnity in this paragraph 9 shall survive the expiration or earlier
termination of this Lease.

      10. SIGNS.

            Tenant shall have the right at its expense, in conformity with all
applicable laws, ordinances and municipal regulations, and subject to the prior
written consent which shall not be unreasonably withheld of Landlord, to install
interior signs in the Demised Premises.

      11. REPAIRS, ALTERATIONS AND MAINTENANCE.

            (a) CARE OF DEMISED PREMISES. Tenant, at its expense, shall take
good care of the Demised Premises, including all Building equipment and systems
located within the Demised Premises, partitions, carpets, drapes, ceilings,
lights, doors, and other interior finish items. Tenant shall maintain all such
interior finish items as necessary to preserve them in reasonably good order,
condition and appearance, reasonable wear and tear excepted.

            (b) TENANT'S REPAIRS AND REPLACEMENTS. Tenant shall, at its sole
cost and expense, make and be responsible for all repairs and replacements, as
and when needed, to preserve the Demised Premises and the Building (except as
provided for as Landlord's responsibility in this Lease), including Building
equipment and systems and Tenant's property and fixtures, in good working order
and condition, if the need for which arises out of or results from (1) the
performance or existence of any alteration of or modification to the Demised
Premises made by Tenant, (2) the installation, use, or operation of Tenant's
property or fixtures, (3) the moving of Tenant's property or fixtures in or out
of the Building or in and about the Demised Premises, or (4) the acts, omission,
negligence or misuse by Tenant, those holding under Tenant or Tenant's servants,
employees, agents, invitees, or licensees, or their use or occupancy or manner
of use or occupancy of the Demised Premises. All repairs and replacements shall
conform to the provisions of Paragraph 11(d) and shall be at least equal in
quality


                                       13
<PAGE>
and class to the standards then applicable for the Building as established by
Landlord. If Tenant fails after ten (10) days notice by Landlord to proceed with
due diligence to make repairs required to be made by Tenant (except in an
emergency, wherein Landlord may proceed immediately if Tenant does not
immediately proceed to repair) the same may be made by Landlord at the expense
of Tenant, and the reasonable expenses of repairs incurred by Landlord shall be
reimbursed immediately as Additional Rent after submission of a bill or
statement for the repairs.

            (c) LANDLORD'S REPAIRS. Landlord, shall make all necessary repairs
to keep the Building, including Building equipment and systems serving the
Demised Premises (but only up to the point where such systems penetrate the
outer walls or slabs of the Demised Premises) in reasonably good order and
repair, excluding, however, all repairs which Tenant is obligated to make
pursuant to Paragraph 11(b). Tenant shall use reasonable efforts to give
Landlord prompt notice of any defective condition known to Tenant in any
plumbing, heating system or electrical lines located in, servicing, or passing
through, the Demised Premises. Except as otherwise specifically provided in this
Lease, there shall be no allowance to Tenant for a diminution of rental value
and no liability on the part of Landlord by reason of inconvenience, annoyance,
interruption or injury to business arising from Landlord, Tenant or others
making any repairs, alterations, additions or improvements in or to any portion
of the Building. Except in the case of an emergency, Landlord shall use
reasonable efforts to minimize any interference with Tenant's use, occupancy and
business conducted at the Demised Premises.

            (d) TENANT'S ALTERATIONS.

                  (i) Provided Tenant has secured the prior written consent by
Landlord, and subject to the provisions of Paragraph 11(e), Tenant may, at
Tenant's expense, make installations and other alterations to the Demised
Premises which are non-structural, by using contractors first approved by
Landlord, such consents and approvals not to t be unreasonably withheld by
Landlord. Tenant shall, at its expense, obtain all permits, approvals and
certificates required by any governmental or quasi-governmental bodies, both
before initiating and upon completing the installations and


                                       14
<PAGE>
other alterations, as applicable, and Tenant shall deliver promptly duplicates
of all such permits, approvals, and certificates to Landlord. Tenant agrees to
carry or will cause Tenant's contractors and subcontractors to carry such
workmen's compensation, general liability, and personal and property damage
insurance as Landlord may reasonably require. Certificates evidencing such
insurance coverage shall be delivered to Landlord prior to commencing any such
installations or alterations. Any increase in any Real Estate Taxes as a result
of such installations and other alterations by Tenant shall be paid entirely by
Tenant.

                  (ii) Notwithstanding the foregoing, Tenant shall be permitted
to make aesthetic, non-material alterations (such as painting, wall covering,
floor covering, etc.) without the prior written consent of Landlord. All
fixtures and all paneling, partitions, and like installations and other
alterations made in the Demised Premises at any time, either by Tenant or by
Landlord on Tenant's behalf, shall, upon installation, become the property of
Landlord and shall remain upon and be surrendered with the Demised Premises,
except as provided in this subparagraph and subparagraph (iii) of this Paragraph
11(d). Upon the issuance of Landlord's consent to any proposed alteration,
Landlord shall also advise Tenant as to whether Tenant will be required to
remove such alteration upon the expiration of the Lease. With respect to
improvements made without Landlord's consent, Landlord shall have the right, by
notice to Tenant no later than thirty (30) days prior to the end of the Term, to
elect to have the improvements removed by Tenant, and Tenant shall remove the
improvements and repair and restore the Demised Premises prior to the end of the
Term, at Tenant's expense.

                  (iii) Nothing in this Paragraph shall be construed to give
Landlord title to or to prevent Tenant's removal of trade fixtures or movable
office furniture and equipment, but upon removal of any such equipment and
fixtures from the Demised Premises or upon removal of other installations as may
be required by Landlord, Tenant shall immediately and at its expense, repair and
restore the Demised Premises to the condition existing prior to installation,
ordinary wear and tear excepted, and Tenant shall repair any damage to the
Demised Premises or the Building due to such removal.



                                       15
<PAGE>
            (e) MECHANIC'S LIENS. Tenant shall keep the title to the Building
free and clear of any lien or encumbrance in respect of any work performed by
Tenant or its contractors in the Demised Premises. Tenant shall indemnify and
hold Landlord harmless against any claim, loss, cost, demand and legal or other
expense, whether in respect of any lien or otherwise, arising out of the supply
of material, services or labor for such work. Tenant shall immediately notify
Landlord of any such lien, claim of lien, or other action of which it has or
reasonably should have knowledge and which affects the title to the Building and
shall fully bond or at Landlord's request cause the same to be removed within
ten (10) business days (or such additional time as Landlord may consent to in
writing, which consent shall not be unreasonably withheld), failing which
Landlord may take such action as Landlord deems reasonably necessary to remove
the same, and the entire cost of removal shall be immediately due and payable by
Tenant to Landlord upon written demand therefor. Such amount together with
interest thereon at the rate of one percent (1%) per month from the date
Landlord makes such payment shall be payable as Additional Rent. At least five
(5) days prior to the commencement of any work by Tenant on the Building, Tenant
shall notify Landlord of the proposed work and the names and addresses of the
persons supplying labor and materials for the proposed work.

      12. UTILITIES AND BUILDING SERVICES.

            (a) HEATING AND AIR CONDITIONING.

                  (i) Subject to limitations and restrictions imposed by
federal, state and/or local authorities, Landlord shall furnish heating and
air-conditioning ("HVAC") to the Demised Premises during Normal Business Hours.
Wherever heat-generating machines or equipment are used in the Demised Premises
which affect the temperature otherwise maintained by the air-conditioning
system, Landlord reserves the right to install supplemental air-conditioning
units for the Demised Premises, and the cost of such units' operation and
maintenance thereof shall be paid by Tenant to Landlord. Any air-conditioning
units required for Tenant's computer systems ("Supplementary AC") shall be
installed at the expense of Tenant and shall become the property of Landlord,
and the costs of operation and maintenance thereon shall be paid


                                       16
<PAGE>
by Tenant. If Tenant desires heating and/or air-conditioning from the Building's
HVAC system (as opposed to any Supplementary AC units installed by Tenant which
serve only the Demised Premises) at other than Normal Business Hours, Landlord
will, upon reasonable notice, if practicable, make arrangements therefor, but
Tenant shall pay the actual costs therefore without any profit or mark-up to
Landlord or its affiliates.

                  (ii) Landlord will not be responsible for the failure or
insufficiency of the HVAC system if such failure or insufficiency results from
Tenant's installation or operation of machines and appliances, the installed
electrical load of which, when combined with the load of all lighting fixtures
and the HVAC systems exceeds 600 amps. If due to (a) the use of the Demised
Premises in a manner exceeding the foregoing electrical load criteria, (b)
Tenant's improvements or modifications by Tenant to the existing HVAC system in
the Demised Premises (if same are constructed by Tenant), (c) the rearrangement
of partitioning after the initial preparation of the Demised Premises, or (d)
the interference with normal operation of the air-conditioning in the Demised
Premises, a condition results, necessitating changes in the HVAC system
servicing the Demised Premises, such changes shall be made by Tenant, at
Tenant's sole cost and expense.

            (b) WATER. Landlord shall furnish cold water from city water mains
for drinking, lavatory and toilet purposes drawn through fixtures installed by
Landlord, and hot water for lavatory purposes from the regular Building supply.
Tenant shall not waste water. If Tenant uses or consumes water for any other
purpose or in unusual quantities (of which fact Landlord shall reasonably
judge), Landlord may install a water meter at Tenant's expense, which Tenant
shall thereafter maintain at Tenant's expense in good working order and repair
to register such water consumption. Tenant shall pay for water consumed as shown
on the meter as Additional Rent as and when bills are rendered. On Tenant's
default in making such payment, Landlord may pay such charges and collect the
same from Tenant. If Tenant fails to pay promptly Landlord's proper charges for
water, Landlord, upon not less than twenty (20) days' notice, may discontinue
furnishing that service, and no such discontinuance shall be deemed an eviction
or disturbance of Tenant's use of the Demised Premises, or render Landlord


                                       17
<PAGE>
liable for damages, or relieve Tenant from any obligation under the Lease.
Landlord shall reinstate service once Tenant cures any such default.

            (c) INTERRUPTION OF SERVICES. Landlord does not warrant that any
service will be free from interruptions caused by repairs, renewals,
improvements, changes of service, alterations, strikes, lockouts, labor
controversies, accidents, inability to obtain fuel, water, or supplies, or other
cause beyond the reasonable control of Landlord. No such interruption of service
shall be deemed an eviction or disturbance of Tenant's use and possession of the
Demised Premises, or render Landlord liable to Tenant for damages by abatement
of Rent or otherwise, or relieve Tenant from performance of Tenant's obligations
under this Lease. Tenant hereby waives and releases all claims against Landlord
for damages for interruption or stoppage of service.

            (d) ELECTRICITY, DEMISED PREMISES.

                  (i) Tenant agrees that at all times its use of electric power
shall not exceed 600 amps and Tenant shall not use any electrical equipment
which, in the opinion of Landlord reasonably exercised, will overload such
installation or interfere with the use thereof by other tenants of the Building.

                  (ii) Landlord will provide a 600 amp electrical service for
Tenant's intended use of the Demised Premises including office lighting, the
operation of business machines and similar office uses.

                  (iii) Landlord, at its sole cost and expense, will install a
submeter on the feed side of the automatic transfer switch (ATS) to measure the
consumption of electricity within the Demised Premises. Landlord shall be
reimbursed for Tenant's share of utility charges for electricity based upon
actual electrical power consumed without any profit or mark-up to Landlord or
its affiliates.

                  (iv) Tenant, at Tenant's cost and expense, shall purchase and
install all light bulbs (including incandescent and fluorescent), starters and
ballasts used in the Demised Premises.

                  (v) Landlord shall not be liable in any way to Tenant for any
failure or defect in the supply or character of electricity furnished to the
Demised Premises by


                                       18
<PAGE>
reason of any requirement, act or omission of the public utility serving the
Building or for any other reason not attributable to Landlord.

            (e) CONDUITS, WIRING AND GENERATORS.

                  (i) Landlord has installed or will install and will maintain
an emergency motor generator as more particularly detailed in Rider 1 attached
hereto (the "Emergency Generator"). The Emergency Generator shall provide 150 kw
of emergency power for Tenant's exclusive use in the Premises during the Lease
Term. Tenant shall pay Landlord Additional Rent of $2,500 per month (or part
thereof for partial months of the Lease Term) in consideration for Landlord's
installation and maintenance of the Emergency Generator, which shall include
industry standard preventative service and maintenance and regular testing under
load.

                  (ii) Landlord shall, at its expense, bring all conduit and
electrical wiring from the generator into Tenant's Demised Space. Landlord shall
provide a panel box to service the Demised Premises. Tenant shall have the
right, at its own cost, to bring fiber optic and other data/voice transmission
lines and service lines to the Demised Premises.

      13. PROPERTY AND OTHER TAXES.

      In addition to the Annual Fixed Rent and other charges to be paid by
Tenant hereunder, but without duplication of any Real Estate Taxes or Operating
Costs payable by Tenant. Tenant shall reimburse Landlord, upon demand, for
Tenant's Share of any and all taxes payable by Landlord (other than net income
taxes) whether or not now customary or within the contemplation of the parties
hereto: (1) upon, allocable to, or measured by the Rent payable hereunder,
including without limitation, any gross receipts tax or excise tax levied by any
governmental or taxing body with respect to the receipt of such Rent, or (2)
upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of all or any part
of the Demised Premises; or (3) upon (i) the measured value of Tenant's personal
property located in the Demised Premises or in any storeroom, garage or any
other place in the Demised Premises or the Building, (ii) any and all fixtures
and/or improvements in or to the Demised Premises which are owned by Tenant
and/or


                                       19
<PAGE>
constructed, installed and/or paid for by Tenant, it being the intention of
Landlord and Tenant that, to the extent possible, any such taxes (real, personal
or otherwise) shall be billed to and paid directly by Tenant. The parties will
endeavor to cause the applicable taxing authority to itemize such taxes
separately for the convenience of the parties but if unsuccessful, the Landlord
shall reasonably itemize and allocate such taxes to be payable by Tenant. The
Tenant shall pay all such taxes becoming due after the expiration of the Term of
this Lease which are attributable to a portion of the term of this Lease. Any
reimbursement referred to above shall be collected by Landlord as Additional
Rent under this Lease.

      14. INDEMNIFICATION BY TENANT AND LANDLORD.

              (a) Subject to the waivers of subrogation required under Paragraph
15(d) hereof, Tenant shall indemnify Landlord, its affiliates, agents, officers,
directors, contractors and employees and save it harmless from and against any
and all claims, actions, damages, liability and expense in connection with loss
of life, personal injury and/or damage to property arising from or out of any
occurrence in, upon, at or about the Demised Premises from or out of the
occupancy or use by Tenant of the Demised Premises or any part thereof, or
occasioned wholly or in part by any act or omission of Tenant, its agents,
contractors, employees, lessees or concessionaires. Notwithstanding anything
contained in this Lease to the contrary, Tenant shall have no liability for any
consequential damages suffered by Landlord or by any party claiming through
Landlord. Subject to Paragraph 31 and the waivers of subrogation required under
Paragraph 15(b) hereof, Landlord shall indemnify Tenant for all claims, actions,
damages, liability and expense in connection with loss of life, personal injury
and/or damage to property at or about the Demised Premises arising solely from
Landlord's gross negligence or willful misconduct. In case Landlord (including
its agents, contractors and employees)shall, without fault on its part, be made
a party to any litigation commenced by or against Tenant, then Tenant agrees to
protect and hold Landlord harmless. Notwithstanding anything contained in this
Lease to the contrary, Landlord shall have no liability for any consequential
damages suffered either by


                                       20
<PAGE>
Tenant or by any party claiming through Tenant. The indemnifications in this
paragraph 14 shall survive the expiration or earlier termination of the Lease.

            (b) Tenant shall store its property in and shall occupy and operate
in the Demised Premises and all other portions of the Demised Premises at its
own risk, and hereby releases Landlord, its agents and employees from any claims
for damages or injury to such property to the full extent permitted by law.

      15. INSURANCE.

            (a) At all times during the Term of this Lease and at any other time
Tenant shall have access to the Demised Premises to ready the same for its
occupancy, Tenant shall, at its own cost and expense, carry and maintain the
following insurance with insurance carriers and in forms reasonably acceptable
to Landlord:

                  (i) Comprehensive General Liability insurance coverage, for
bodily injury, personal injury, property damage and contractual liability, with
limits of not less than $1,000,000 combined single limit liability, per
occurrence.

                  (ii) Excess Liability insurance in umbrella form with limits
of not less than $4,000,000 single limit bodily injury and property damage
liability, per occurrence.

                  (iii) "All Risk" coverage, including but not limited to, fire,
vandalism, theft, with extended coverage, on Tenant's property and all
improvements in the Demised Premises.

                  (iv) Worker's Compensation insurance in such amounts as may be
required by law or regulation and employer's liability coverage in an amount not
less than $1,000,000, per occurrence.

            (b) Every policy of insurance referred to in this Lease and each
certificate therefor issued by the insurer shall (i) contain an express
agreement by the insurer that no cancellation or nonrenewal in the coverage
afforded under said policies will be effective until at least thirty (30) days'
prior written notice of such cancellation, non-renewal, or reduction has been
given by the insurer to Landlord; (ii) contain a standard mortgagee and loss
payable clause in favor of any mortgagee designated by Landlord, and (iii)
provide for a waiver of all rights of recovery by way of subrogation against


                                       21
<PAGE>
Landlord. Tenant shall promptly advise Landlord of any policy cancellation,
reduction, non-renewal, or amendment.

            (c) If Tenant shall fail to maintain such insurance as is required
by this Paragraph, Landlord may obtain such insurance, the amount of the premium
or premiums paid by Landlord for such insurance shall be collectible as
Additional Rent following delivery by Landlord of an invoice therefore.

            (d) Landlord shall at all times during the Lease Term carry fire and
extended coverage insurance, and insurance against such other risks as Landlord
considers reasonably appropriate, including the leasehold improvements, Building
and Common Areas, but excluding Tenant's improvements, merchandise, trade
fixtures, furnishings, equipment and personal property (collectively, "Tenant's
Property"). Landlord's policy shall provide for a waiver of all rights of
recovery by way of subrogation against Tenant.

      16. DAMAGE TO OR DESTRUCTION OF DEMISED PREMISES.

            (a) The parties agree that if the Demised Premises are partially or
totally destroyed or damaged by fire or other hazard, Landlord shall repair and
restore the Demised Premises, as soon as it is reasonably practicable, to
substantially the same condition in which the Demised Premises were before such
damage; provided however that Landlord shall not be obligated to repair or
restore the Demised Premises, and at its option, may terminate this Lease by
giving written notice to that effect to Tenant within sixty (60) days after such
damage or destruction, if the estimated cost of said repairs and restorations to
the Building is in excess of $1,000,000.

            (b) Landlord shall not be required to repair or restore any damage
caused by an act or omission of Tenant, its agents, employees, customers,
contractors, or licensees unless Landlord has received insurance proceeds in an
amount sufficient to rebuild and restore the Demised Premises (notwithstanding
said act or omission of Tenant, its agent, employee, customer, contractor or
licensee) and so long as Tenant pays Landlord the amount of any deductible
within Landlord's insurance coverage.

            (c) The Rent shall be abated proportionately during any period in
which by reason of any such damage or destruction (according to the extent which
the Tenant is unable to conduct its business), there is substantial interference
with the Tenant's


                                       22
<PAGE>
ability to operate its business in the Demised Premises, and such abatement
shall continue for the period commencing with such destruction or damage and
ending on the date which is fifteen (15) days following the substantial
completion by Landlord of such work or repair as Landlord undertakes to do.

             (d) If repairs of the destruction or damage of the Demised Premises
by fire or other hazard have not been substantially completed by Landlord within
one hundred eighty (180) days after the date on which Landlord shall receive
insurance proceeds therefore, or one hundred eighty (180) days from the date of
said damage or destruction, whichever shall first occur, this Lease may be
terminated by the Tenant so long as Tenant gives Landlord not less than ninety
(90) days written notice, which must be given within ten (10) days of the
expiration of such period.

      17. EMINENT DOMAIN.

            (a) If any part of the Demised Premises is taken by any public
authority under the power of eminent domain so as to render the remainder of the
Demised Premises unusable as reasonably determined by Landlord, Tenant may, at
its option, terminate this Lease on thirty (30) days' prior written notice to
Landlord, given within sixty (60) days after the date on which Landlord receives
notice of a proposed taking.

            (b) All damages awarded for such taking shall belong to and be the
property of the Landlord, except that Tenant shall be entitled to receive and
retain the amount specifically awarded to it for the taking of its fixtures and
its leasehold improvements which have not become a part of the Building and its
moving expenses. It is understood that in the event of the termination of this
Lease pursuant to this Paragraph because of a taking by eminent domain, Tenant
shall have no claim against the Landlord for the value of any unexpired term of
its Lease.

      18. DEFAULT BY TENANT.

      The following occurrences shall constitute, and are referred to
individually as an "Event of Default" and collectively as "Events of Default":

            (a) If Tenant shall fail to pay any installment of the Annual Fixed
Rental or Additional Rent or any part thereof when the same shall become due and
payable and such failure shall continue for ten (10) days following delivery by
Landlord to Tenant of


                                       23
<PAGE>
written notice of such failure to pay; provided, however, following Tenant's
receipt of one (1) written notice from Landlord in any calendar year regarding
past due amounts during such calendar year. Tenant shall not be entitled to any
further notice of, and cure period with respect to, any subsequent past due
payment of any installment of the Annual Fixed Rental or Additional Rent) during
such calendar year; or

            (b) If Tenant shall make an assignment of all or a substantial
portion of its assets for the benefit of creditors; or

            (c) If the leasehold estate hereby created in Tenant shall be taken
by attachment, execution or by other process of law; or

            (d) If any petition shall be filed against Tenant in any Court,
whether or not pursuant to any statute of United States or of any state, in any
bankruptcy, reorganization, composition, extension, arrangement or insolvency
proceedings, and Tenant shall thereafter be adjudicated bankrupt, or such
petition shall be approved by the Court, or the Court shall assume jurisdiction
of the subject matter and if such proceedings shall not be dismissed within
ninety (90) days after the institution of the same, or if any petition shall be
so filed by Tenant; or

            (e) If, in any proceedings, a receiver or trustee shall be appointed
for Tenant's property and such receivership or trusteeship shall not be vacated
or set aside within ninety (90) days after the appointment of such receiver or
trustee; or

            (f) If Tenant shall fail to perform or observe any other requirement
or condition of this Lease on the part of Tenant to be performed or observed and
such failure shall continue for thirty (30) days after mailing of written notice
thereof from Landlord to Tenant or such longer period so long as Tenant
diligently prosecutes the cure of such default; provided, however that in event
shall such period exceed ninety (90) days;

            (g) If Tenant shall abandon the Demised Premises for sixty (60)
consecutive days, it being understood that Tenant's mere vacating of the Demised
Premises shall not constitute an Event of Default, providing Rents are being
paid on a current basis;

      19. LANDLORD'S REMEDIES.



                                       24
<PAGE>
            (a) Upon the occurrence of an Event of Default, then Landlord, in
addition to the other rights and remedies it may have at law or equity, shall
have the right to immediately declare this Lease terminated, whereupon all of
the right, title and interest of the Tenant hereunder shall wholly cease and
expire. Tenant shall then quit, and surrender the Demised Premises to Landlord
but Tenant shall remain liable to Landlord as hereinafter provided.

                  (i) If this Lease shall be terminated, Landlord or Landlord's
agents or employees may immediately, either by summary process proceedings or by
any suitable action or proceeding at law, enter and repossess the Demised
Premises, together with all alterations, additions and improvements thereto,
without being liable for indictment or prosecution for damages therefore. In the
event of such re-entry and repossession, Landlord may store Tenant's property in
a public warehouse or elsewhere at the sole cost to, and for the account of,
Tenant.

                  (ii) If this Lease shall be terminated, all rents and other
charges required to be paid up to the time of such termination, re-entry or
dispossession, shall be paid by Tenant and Tenant shall also pay to Landlord all
expenses which Landlord may then or thereafter incur for reasonable attorneys'
fees and costs of suit, and brokerage commissions and all other costs paid or
incurred by Landlord in repossessing the Demised Premises, restoring the Demised
Premises to order and condition necessary to relet same, for reletting thereof
and for any other item or cost which Landlord incurs as a result of Tenant's
Event of Default..

                  (iii) If this Lease shall be terminated, Tenant nevertheless
covenants and agrees, notwithstanding any entry or re-entry by Landlord whether
by summary process proceedings, termination or otherwise, to pay and be liable
for on the days originally fixed herein for the payment thereof, amounts equal
to the several installments of Rent and other charges due under the terms of
this Lease, as if this Lease had not been terminated; but in the event the
Demised Premises shall be relet by the Landlord, Tenant shall be entitled to a
credit (but not in excess of the Rent or other charges reserved under the terms
of this Lease) of the net amount of rent and additional rent received by
Landlord, pursuant to such reletting, after deduction by


                                       25
<PAGE>
Landlord of all expenses and costs incurred by it. As an alternative, at the
election of Landlord, Tenant shall pay to Landlord, as liquidated damages, such
a sum as at the time of such termination represents the discounted present value
(using prime rate listed at Fleet Bank) of the amount of the excess, if any, of
the then present value of the total Fixed Rent and Additional Rent which would
have accrued to Landlord under this Lease for the remainder of the Lease Term if
the Lease terms had been fully complied with by Tenant over and above the then
present market rental value of the Demised Premises for the balance of the Lease
Term or, if the Demised Premises have been relet to a non-affiliated third
party, the discounted present value of the difference between the total Fixed
Rent and Additional Rent payable under this Lease and the new lease. Suit or
suits for the recovery of the deficiency of damages referred to in this
Paragraph or for any installment or installments of Fixed Rent or Additional
Rent hereunder, or for a sum equal to any such installment or installments, may
be brought by Landlord at once or from time to time at Landlord's election, and
nothing in this Lease shall be deemed to require Landlord to await the date
whereon this Lease or the term hereof would have expired by limitation had there
been no such default by Tenant or no such cancellation or termination.

            (b) All costs incurred by Landlord in collecting any amounts and
damages owing by Tenant by reason of the occurrence of an Event of Default, or
enforcing any provisions of this Lease, including court costs and reasonable
attorneys fees, shall be recoverable by Landlord from Tenant.

            (c) No failure by Landlord to insist upon the strict performance of
any covenant, agreement, term or condition of this Lease or to exercise any
right or remedy consequent upon breach thereof, and no acceptance of full or
partial Rent during the continuance of any such breach, shall constitute a
waiver of any such breach or of such covenant, agreement, term or condition. No
waiver of any breach shall affect or alter this Lease, but each and every
covenant, agreement, term and condition of this Lease shall continue in full
force and effect with respect to any other then existing or subsequent breach
thereof.



                                       26
<PAGE>
            (d) Each right and remedy of Landlord provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity, by
statute or otherwise.

            (e) TENANT, FOR ITSELF AND FOR ALL PERSONS CLAIMING THROUGH OR UNDER
IT, HEREBY ACKNOWLEDGES THAT THIS LEASE CONSTITUTES A COMMERCIAL TRANSACTION AS
SUCH TERM IS USED AND DEFINED IN SECTION 52-278 OF THE CONNECTICUT GENERAL
STATUTES, AND HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS WHICH ARE OR MAY BE
CONFERRED UPON TENANT BY SAID STATUTORY PROVISION TO ANY NOTICE OR HEARING PRIOR
TO A PREJUDGMENT REMEDY.

            (f) In the event of any breach or threatened breach by Tenant or any
persons claiming through or under Tenant of any of the agreements, terms,
covenants or conditions contained in this Lease, Landlord shall be entitled to
enjoin such breach or threatened breach and shall have the right to invoke any
right and remedy allowed at law or in equity or by statute or otherwise as if
re-entry, summary proceedings or other specific remedies were not provided for
in this Lease.

      20. SUBLEASE OR ASSIGNMENT.

            (a) Neither this Lease, nor the term and estate hereby granted, nor
any part hereof or thereof, shall be subleased, assigned, mortgaged, pledged,
encumbered or otherwise transferred by Tenant by operation of law or otherwise,
and neither the Demised Premises, nor any part thereof, shall be encumbered in
any manner by reason of any act or omission on the part of Tenant or anyone
claiming under or through Tenant. Tenant shall have the right, with the prior
consent of Landlord which consent shall not be unreasonably withheld, to assign
this Lease or to sublet the Demised Premises or any portion thereof provided:

                  (i) Tenant shall furnish Landlord in writing with the name and
business address of the proposed assignee or subtenant, a copy of the proposed
terms of the assignment or subletting including the amounts to be paid by the
assignee or subtenant, and reasonably satisfactory information with respect to
the nature, character or the business and financial condition of the proposed
assignee or subtenant. The


                                       27
<PAGE>
proposed assignee or subtenant must, in the reasonable judgment of the Landlord,
be of a character, engage in a business and maintain a financial condition which
is in keeping with the standards of Landlord for the Building and the Park.

                  (ii) The purposes for which the proposed assignee or subtenant
intends to use the Demised Premises are expressly permitted by this Lease;

                  (iii) No subletting shall be for a term (including renewals,
if any), ending later than one day prior to the Expiration Date of this Lease;

                  (iv) No Event of Default shall have occurred and be continuing
either at the time that Landlord's consent to any assignment or subletting is
required or on (i) the proposed effective date of the assignment or sublease, or
(ii) the date of the commencement of the term of the assignment or sublease;

                  (v) Tenant agrees to pay Landlord, in consideration for
Landlord's consent to the assignment or sublease, fifty percent (50%) of any
profits on such sublease or assignment. For purposes of this provision, "profit"
shall be the difference between (i) all payments made by a subtenant or assignee
to Tenant as rent or otherwise under or in connection with the sublet or
assignment after deduction of customary broker commissions, tenant improvements
tenant improvement allowances and attorneys' fees incurred by Tenant, and (ii)
the Fixed Annual Rent and Additional Rent payable with respect to the space
affected by the sublet or assignment;

                  (vi) Tenant agrees to pay to Landlord an amount that will
reimburse Landlord for reasonable legal fees actually incurred by it to engage
outside counsel to assist it in reviewing and approving the proposed assignment
or subletting not to exceed $2,500; and

                  (vii) Tenant shall deliver to Landlord an executed copy of
each assignment or subletting agreement as may be authorized by this Paragraph
within ten (10) days following the execution of any such agreement.

            (b) Upon receipt of Tenant's notice regarding a proposed subletting
of all or substantially all of the Demised Premises or an assignment of this
Lease, Landlord shall have the right, to be exercised by giving written notice
to the Tenant within thirty (30) days after such receipt, to recapture the space
described in the Tenant's notice.


                                       28
<PAGE>
Such recapture notice shall terminate this Lease with respect to the space
therein described as of the date stated in Tenant's request notice. If the
Tenant's request notice shall cover all of the Demised Premises and the Landlord
shall give the recapture notice with respect thereto, the Term of this Lease
shall end on the date stated in the Tenant's request notice as if that date were
the Expiration Date. If this Lease be so terminated with respect to less than
the entire Demised Premises, the Rent (including, without limitation, the
"Tenant's Share" and the $2,500/month generator cost) shall be proportionately
adjusted on the basis of the number of square feet retained by Tenant.

            (c) No assignment, subletting or occupancy shall be deemed a waiver
of the provisions in this Paragraph or a release of Tenant from the full
performance by Tenant of all of the terms, conditions and covenants of this
Lease. Each assignee shall assume and be deemed to have assumed this Lease and
shall be and remain liable jointly and severally with Tenant for the payment of
the Fixed Annual Rent and Additional Rent and for the due performance of all the
terms, covenants, conditions and agreements herein contained on Tenant's part to
be performed for the Term of this Lease. Each sublease shall be subject and
subordinate to this Lease and any then or future modifications thereof.

            (d) Anything in this Paragraph to the contrary notwithstanding, the
prior written consent of Landlord shall not be required (and Landlord shall have
no recapture rights) with respect to an assignment of this Lease or a sublease
of part or all of the Demised Premises to an entity controlled by, controlling
or under common control with Tenant ("Tenant Affiliate"). For this purpose
"control" shall mean the possession of the power to direct or cause the
direction of the management and policies of such entity, whether through the
ownership of a sufficient percentage of voting securities, by contract or
otherwise. In connection with an assignment or sublease under this subparagraph
(d), Tenant shall give notice to Landlord at least ten (10) days prior to the
transaction and shall provide Landlord with such information as may be
reasonably requested by Landlord in order to establish the relationship of the
Tenant Affiliate. Notwithstanding the foregoing, the prior written consent of
Landlord shall not be required (and Landlord shall have no recapture right) with
respect to any transaction


                                       29
<PAGE>
entered into by Tenant with an entity into or with which Tenant is merged or
consolidated or with an entity to which all or substantially all of Tenant's
assets or stock are transferred or in connection with a public or private
offering of debt or equity with respect to Tenant; provided, however, that any
such successor entity has a financial condition equal to or greater than Tenant
as of the date hereof, as evidenced by current financial statements provided by
the successor entity at the time of the proposed assignment.

      21. ENVIRONMENTAL MATTERS.

            (a) Tenant shall not cause or permit its agents, employees,
contractors licensees, invitees, subtenants or other occupants of the Demised
Premises to store, use, possess, dispose or release or threaten to release
Hazardous Substance in, on or from any portion of the Demised Premises, Building
or Park in violation of Legal Requirements.

            (b) Tenant shall not cause or permit, on behalf of itself or its
agents, employees, contractors, licensees, invitees, subtenants or other
occupants of the Demised Premises, any violation of any Environmental Laws.

            (c) Tenant shall indemnify, defend and hold harmless Landlord, any
property manager(s) engaged by Landlord, their successors and assigns, each of
their affiliates, parents and subsidiaries, and all partners, trustees,
shareholders, agents, directors, officers and employees of any of the foregoing
from and against any and all claims, demands, penalties, fines, liabilities,
settlements, suits, damages, losses, injuries, costs and expenses of whatever
kind or nature, known or unknown, contingent or otherwise, including, without
limitation, reasonable attorneys' and consultants' fees and disbursements and
investigation and laboratory fees arising out of, and in any way related to: (i)
the storage, use, possession, presence, disposal, release, or threat of release
of any Hazardous Substance as a result of any act or omission of Tenant, its
agents, employees, contractors, licensees, invitees, subtenants or other
occupants of the Demised Premises, in, on, from or affecting the Building; (ii)
any personal injury (including, without limitation, wrongful death) or property
damage (real or personal) arising out of or related to any such Hazardous
Substance; (iii) any lawsuit brought or


                                       30
<PAGE>
threatened, settlement reached or government order relating to such Hazardous
Substance; and/or any intentional or unintentional act or omission on the part
of Tenant, its agents, employees, contractors, licensees, invitees, subtenants
or other occupants of the Demised Premises which violate any Environmental Laws.

            (d) "Hazardous Substance" shall mean any substance or material which
has been determined by any state, federal or local governmental authority to be
capable of posing a risk of injury to health, safety or property, including all
of those materials and substances designated as hazardous or toxic by the
municipality in which the Demised Premises are located, the U.S. Environmental
Protection Agency, the Consumer Product Safety Commission, the Food and Drug
Administration, and any state agencies that have overlapping jurisdiction with
such federal agencies, or any other governmental agency now or hereafter
authorized to regulate materials and substances in the environment.

            (e) "Environmental Laws" shall mean all federal, state and local
environmental laws; regulations and codes.

            (f) The covenants and indemnity in this Paragraph shall survive the
expiration or earlier termination of this Lease.

            (g) Landlord represents to Tenant that it has not received notice
that the Building and the Demised Premises do not comply with Environmental Laws
as of the date hereof. Landlord represents to its best knowledge and belief that
the Building and the Demised Premises do not contain asbestos.

      22. ATTORNMENT.

            Tenant shall attorn to and recognize the purchase, transfer or
assignment of Landlord's interest in the Demised Premises and 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, Tenant shall attorn to
and recognize such purchaser, transferee, or assignee as Landlord under this
Lease for the balance then remaining of the Lease, subject to all of the terms
of this Lease.

      23. SUBORDINATION.



                                       31
<PAGE>
      All rights of Tenant hereunder shall be subject and subordinate in all
respect to (a) all present and/or future ground leases, overriding leases and
underlying leases, (b) all mortgages and building loan agreements, including
leasehold mortgages and building loan agreements, which may now or hereafter
affect the Building and/or the Demised Premises, in whole or in part,
(hereinafter referred to individually as a "SUPERIOR MORTGAGE" and collectively
as "SUPERIOR MORTGAGES") whether or not the Superior Mortgages shall also cover
other lands and/or buildings, and (c) each and every advance made or hereafter
to be made under the Superior Mortgages and to all renewals, modifications,
replacements, substitutions and extensions of the Superior Mortgages. The
provisions of this Section 23 shall be self-operative and no further instrument
of subordination shall be required. In confirmation of such subordination,
Tenant shall promptly execute and deliver at its own cost and expense any
instrument, in recordable form if required, that Landlord, or the holder of a
Superior Mortgage or any of their respective successors in interest may request
to evidence such subordination and attornment, and Tenant hereby constitutes and
appoints Landlord attorney-in-fact for Tenant to execute any such instrument for
and on behalf of Tenant. Landlord shall (i) obtain a Non-Disturbance Agreement
in favor of Tenant from the landlord under the ground lease to which the
Building is subject, and the present holder of the Superior Mortgage, if any,
and (ii) use commercially reasonable efforts to obtain a Non-Disturbance
Agreement in favor of Tenant, from future holders of Superior Mortgages, which
in all events shall be in such Superior Mortgagee's standard forms. In the case
of future holders of Superior Mortgages, "commercially reasonable efforts" shall
not include payment of consideration to such Superior Mortgagee's and Landlord's
failure to obtain such a Non-Disturbance Agreement shall not constitute a
default by Landlord under this Lease.

      24. SURRENDER.

            (a) On the last day of the Term, or upon any earlier termination of
this Lease, or upon any permitted re-entry by Landlord upon the Demised
Premises, Tenant shall, at its own expense, quit and surrender the Demised
Premises to Landlord broom clean, in good order, condition and repair except for
ordinary wear, tear and damage by


                                       32
<PAGE>
fire or other insured casualty and together with all improvements (subject to
paragraph 11(d) herein) which have been made upon the Demised Premises. Subject
to Paragraph 11(d) Tenant shall remove from the Demised Premises and the
Building all of Tenant's personal property, including, without limitation all
furniture, trade fixtures and equipment and all personal property and personal
effects of all persons claiming through or under Tenant shall pay the cost of
repairing all damage to the Demised Premises and the Building occasioned by such
removal and shall deliver all keys and pass cards to Landlord.

            (b) After the expiration of the Term, or any extension thereof, if
Tenant shall continue in possession thereafter, such possession shall be on a
month-to-month basis upon the same terms of this lease, but Fixed Rent shall be:
(i)one hundred fifty percent (150%) of the Fixed Rent paid during the preceding
expired Term for the period beginning with the first (1st) day and continuing
through the thirtieth (30th) day of such continued possession; (ii) one hundred
seventy-five percent (175) of the Fixed Rent paid during the preceding expired
Term for the period beginning on the thirty-first (31st) day and continuing
through the sixtieth (60th) day of such continued possession; and (iii) two
hundred percent (200%) of the Fixed Rent paid during the preceding expired Term
for the period beginning on the sixty-first (61st) day of such continued
possession and continuing through and including the date upon which Landlord
regains possession of the Demised. Nothing contained herein shall be construed
as a consent by the Landlord to a holdover by Tenant.

            (d) Tenant's obligations under this Paragraph 24 shall survive the
Expiration Date or sooner termination of this Lease.

      25. CERTIFICATES.

            Within fifteen (15) days after request by Landlord for any
legitimate business reason, Tenant from time to time and without charge, shall
deliver to Landlord or to a person, firm or corporation, specified by Landlord,
a duly executed and acknowledged instrument, indicating:

            (a) whether this Lease is in full force and effect, or if not in
full force and effect, the reasons therefore; and



                                       33
<PAGE>
            (b) whether Tenant knows or does not know, as the case may be, of
any default by Landlord in the performance by Landlord of the terms, covenants
and conditions of this Lease, and specifying the nature of such defaults, if
any:

            (c) whether or not there are any then existing setoffs or defenses
by Tenant to the enforcement of this Lease, and if so, specifying same; and

            (d) the date to which the Annual Fixed Rent and Additional Rent have
been paid. Such certification shall stop Tenant from thereafter asserting any
existing default of which Tenant had knowledge as of the date of the
certification.

      26. LANDLORD'S RIGHT OF ACCESS TO DEMISED PREMISES.

            (a) Landlord or Landlord's agents shall have the right (but shall
not be obligated) to enter the Demised Premises in any emergency at any time,
and to perform any acts related to the safety, protection or preservation of the
Demised Premises or the Building.

            (b) At other reasonable times, after giving reasonable notice to
Tenant, Landlord may enter the Demised Premises to examine them and make such
repairs, replacements and improvements as Landlord may deem necessary and
reasonably desirable to the Demised Premises or to any other portion of the
Building, or for the purpose of complying with laws, regulations and other
requirements of governmental authorities. Tenant shall permit Landlord to use,
maintain and replace pipes, wires, conduits and like installations and to
install new concealed pipes, wires, conduits, and like installations in and
through the Demised Premises. Landlord may, during the progress of any work in
the Demised Premises, take all necessary materials and equipment into the
Demised Premises and close or temporarily suspend operation of entrances, doors,
corridors, elevators or other facilities without such interference constituting
an eviction. Except as otherwise set forth in subsection (e) below, Tenant shall
not be entitled to any damages by reason of loss or interruption of business or
otherwise during such periods.

            (c) Throughout the Term, after giving reasonable notice to Tenant,
Landlord shall also have the right to enter the Demised Premises at reasonable
hours for the purposes of showing the same to prospective purchasers or
mortgagees of the


                                       34
<PAGE>
Building, and during the last six (6) months of the Lease Term for the purpose
of showing the same to prospective tenants.

            (d) If Tenant is not present to open and permit an entry into the
Demised Premises upon reasonable notice from Landlord (except in an emergency),
as provided under this Paragraph 26, Landlord or Landlord's agents may enter the
same whenever such entry may be necessary or permissible, by master key or
forcibly, provided reasonable care is exercised to safeguard Tenant's property.
Such entry shall not render Landlord or its agents liable for the entry, nor in
any event shall the obligations of Tenant under this Lease be affected.

            (e) During any time that Landlord is accessing the Demised Premises
as permitted hereunder, Landlord shall use reasonable efforts to minimize any
interference with Tenant's use, occupancy and business conducted at the Demised
Premises.

      27. ADDITIONAL RIGHTS RESERVED TO LANDLORD.

            Subject to the other provisions of this Lease, Landlord shall have
the following additional rights exercisable without notice and without liability
to Tenant for damage or injury to property, person or business, all claims for
damage being hereby released, and without effecting an eviction or disturbance
of Tenant's use or possession or giving rise to any claim for setoffs, or
abatement of Rent:

            (a) To make such changes in the Building, including the Building
equipment and systems, as well as to change the arrangement and/or location of
any cafeteria, conference facility, mechanical rooms, public entrances,
passageways, doors, doorways, corridors, elevators, stairs, toilets, parking
areas or other parts of the Building as Landlord may deem necessary or
desirable, and to change the name, number or designation by which the Building
may be known; provided that (i) Landlord will repair any structural damage
caused to the Demised Premises, and (ii) any such changes shall not unreasonably
deprive Tenant of a reasonable means of access to the Demised Premises or
interfere with the use of the Demised Premises for an unreasonable length of
time.

            (b) To require all persons entering or leaving the Building during
such hours as Landlord may from time to time reasonably determine to identify
themselves to a


                                       35
<PAGE>
watchman by registration or otherwise and to establish their right to enter or
leave Building.

            (c) To approve the weight, size and location of safes, computers and
other heavy articles in and about the Demised Premises and the Building. Such
approval shall not be unreasonably withheld.

            (d) To do or permit to be done any work in or about the Demised
Premises or the Building or any adjacent or nearby building, street, parking
area, land or alley. Except in the case of an emergency, Landlord shall use
reasonable efforts to minimize any interference with Tenant's use, occupancy and
business conducted at the Demised Premises.

            (e) To grant to anyone the exclusive right to conduct any business
or render any services in the Building provided such exclusive right shall not
operate to exclude Tenant from the use expressly permitted by Paragraph 7 or 8.

            (f) To close the Building for repairs, improvements, maintenance,
and in the case of emergencies, at any such reasonable times after Normal
Business Hours as Landlord may determine in its reasonable discretion, subject,
however, to Tenant's right to admittance under such rules and regulations as
shall be prescribed from time to time by Landlord.

            (g) To install, operate, maintain, and employ any security devices,
systems and services in the Building and to include in the Operating Costs the
cost of installing, employing, operating, and maintaining such devices, services
and systems.

            (h) To change the name or street address of the Building.

            (i) To install and maintain a sign or signs on the interior or
exterior of the Building; provided, however, that Landlord shall not obstruct
any windows in the Demised Premises.

            (j) To have access for the Landlord and other tenants of the
Building to any mail chutes located on the Demised Premises according to the
rules of the United States Post Office.

            (k) To retain at all times pass keys and security or alarm system
access cards, keys or codes to or for the Demised Premises.



                                       36
<PAGE>
            (l) To exhibit the Demised Premises to others subject to Paragraph
26 hereof and to display "For Rent" signs on the Demised Premises during the
last six (6) months of the Term of the Lease.

            (m) To take any and all measures, including inspections, repairs,
alterations, decoration, additions and improvements to the Demised Premises or
to the Building, as may be necessary or desirable for the safety, protection or
preservation of the Demised Premises or the Building or the Landlord's
interests, or as may be necessary or desirable in the operation of the Building.

            (n) The Landlord may enter upon the Demised Premises and may
exercise any or all of the foregoing rights hereby reserved without being deemed
liable for an eviction or disturbance of the Tenant's use or possession and
without being liable in any manner to the Tenant and without abatement of rent
or affecting any of the Tenant's obligations hereunder provided that Landlord
shall use reasonable efforts to minimize any interference with Tenant's use,
occupancy and business conducted in the Demised Premises.

            (o) Should any mortgage require a modification or modifications of
this Lease, which modification or modifications will not bring about any
increased cost or expense to Tenant or in any other way materially change the
rights and obligations of Tenant hereunder, then and in such event, Tenant
agrees that this Lease will be so modified.

            (p) The Landlord's title or interest is and always shall be
paramount to the interest of the Tenant, and nothing herein contained shall
empower the Tenant to do any act which can, shall or may encumber such title or
interest.

            (q) Upon reasonable prior notice to Tenant, to perform any act,
obligation or other commitment reasonably required of or by Tenant which Tenant
has not performed for any reason whatsoever, and to charge Tenant as Additional
Rent all reasonable costs and expenses incurred by Landlord for such
performances.

      28. SAFE ENVIRONMENT.

            Landlord considers the safety of all Park employees a matter of
utmost importance. It is essential that all employees of Tenant conduct
themselves in a manner that would not impact their safety or the safety of
others or cause damage to


                                       37
<PAGE>
the Park's buildings or grounds. Accordingly, Tenant is responsible for ensuring
its employees, agents, invitees, licensees:

      -  Adhere to rules regarding driving patterns, including but not limited
         to, speed limits and one-way passageways.

      -  Adhere to the Park cardkey reader policy. Loaning of Park cardkey
         badges or admittance of unauthorized visitors into a building by an
         employee is strictly prohibited.

      -  Notify Landlord when contractors have been employed by Tenant for use
         on the site.

      -  Without limiting any of Tenant's rights pursuant to Paragraph 46,
         notify and seek permission of Landlord prior to erecting or using
         satellite dishes.

      -  Notify Landlord of any situation that may endanger or cause harm to
         employees of the Park.

Tenant warrants and covenants to use reasonable efforts to ensure compliance by
all of its employees and will take immediate corrective action if notified of a
breach by Landlord.

      29. NOTICE.

            Any notice, demand or request required or agreed to be given under
this Lease by either party shall be sufficiently given when mailed by certified
mail, return receipt requested or by a nationally recognized overnight delivery
service, addressed to the party to be notified as follows:

      TO LANDLORD:

            RIVER BEND EXECUTIVE CENTER, INC.
            c/o Ralph Michel
            Vice President
            One Omega Drive
            P.O. Box 4047
            Stamford, CT  06907

      TO TENANT:

            Levin Management Co., Inc.
            One Rockefeller Plaza
            19th Floor
            New York, NY  10020
            Attention: Mr. Glenn Aigen

      with an informational copy to:

            Willkie Farr & Gallagher
            787 Seventh Avenue
            New York, NY  10019

                                       38
<PAGE>
            Attention:  Douglas Ulene, Esq.

      30. QUIET ENJOYMENT

            Landlord covenants that upon Tenant performing and observing all of
Tenant's obligations under the Lease, Tenant may quietly enjoy the Demised
Premises for the Lease Term.

      31. WAIVER OF LIABILITY.

            Anything in this Lease to the contrary notwithstanding, Tenant
agrees that it shall look solely to the estate and property of the Landlord in
the Park (subject to prior rights of any mortgagees of the Park (or any portion
thereof) for the collection of any judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default or breach
by Landlord with respect to any of the terms, covenants and conditions of this
Lease, and no other assets of Landlord or any stockholder, partner, principal,
investor, officer or director shall be subject to levy, execution, attachment or
other procedure for the satisfaction of the Tenant's remedies.

      The obligations of Landlord or Tenant hereunder do not constitute personal
obligations of any officer, director, partner, owner, stockholder, or employee
of Landlord or Tenant.

      32. NO REPRESENTATIONS.

            Neither Landlord nor Landlord's agents has made any representation,
warranty or promise with respect to the Demised Premises or the Building in
which they are a part except as herein expressly set forth.

      33. OCCUPANCY.

            Landlord reserves the right to establish reasonable rules and
regulations with regard to the occupancy and usage of the Demised Premises,
which shall be limited to the manner and schedule of maintaining the Building,
and Tenant agrees to abide by all such rules and regulations; provided, however,
that in no event shall any such rules or regulations increase Tenant's financial
obligations, or decrease Tenant's rights, under this Lease in any material
respect.. Landlord shall use commercially reasonable efforts to apply and
enforce such rules and regulations uniformly as to all tenants and other
occupants of the Building.



                                       39
<PAGE>
      34. SUCCESSORS AND ASSIGNS.

            This Lease is binding on the parties, their heirs, successors and
assigns, except as otherwise provided herein.

      35. ENTIRE AGREEMENT.

            This Lease contains the entire agreement between the parties and it
may not be changed orally or by any agreement between the parties unless in
writing, signed and acknowledged by the parties or their successors.

      36. INVALIDATION OF PARTICULAR PROVISIONS.

            If any term or provision of this Lease shall be invalid or
unenforceable, the remainder of the Lease shall not be affected and shall be
valid and enforceable to the extent permitted by law.

      37. NOTICE OF LEASE; NO RECORDING.

            The parties agree that neither party hereto will execute a Notice of
Lease or record this Lease.

      38. JANITORIAL SERVICES.

            Tenant is responsible for its own janitorial services.

      39. MOVING-IN, MOVING-OUT OR RELOCATING WITHIN THE BUILDING.

            (a) At least two (2) weeks prior to Tenant moving-in, moving out or
relocating within the building or any sublessee, assignee, agents, servants,
employees or invitees moving-in, moving-out or relocating within the Building,
Tenant must notify Landlord of the time of any such move and obtain Landlord's
written approval. No move-in, move-out or relocation may occur unless
coordinated with Landlord. Subject to the other provisions of this Lease,
(including, without limitation, the waivers of subrogation required under
Paragraph 15(d) hereof). Tenant indemnifies Landlord from all costs and expenses
and any damage to the Building caused by Tenant or any of its contractors,
licensees, agents, servants or employees during such move.

            (b) Tenant acknowledges that Landlord has previously granted the
existing second floor tenant, Lava Trading, Inc., the exclusive use of the
existing elevator serving the Building, on the condition, however, that other
tenants on the second floor of the Building shall be permitted to use said
elevator for the purposes of moving in and moving out of the Building; provided
that Landlord gives Lava Trading, Inc. at least forty-eight (48) hours prior
notice of such proposed use and the use is limited to Normal Business Hours
unless Laving Trading, Inc. agrees otherwise.

            (c) In the event of an emergency necessitating the relocation of the
Tenant's primary office to the Demised Premises, Landlord shall use commercially


                                       40
<PAGE>
reasonable efforts to reach an accommodation with Lava Trading for Tenant's use
of the existing elevator as a means of access and egress to the Demised Premises
by handicapped persons.

      40. NO WAIVER TO LANDLORD.

            The failure of Landlord to insist in any instance on strict
performance of any covenant or condition hereof, or to exercise any option
herein contained, shall not be construed as a waiver of such covenant, condition
or option in any other instance. Unless otherwise expressly provided herein,
this Lease cannot be changed or terminated except in writing.

      41. WAIVER OF TRIAL BY JURY.

            (a) Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any matter
whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use of or occupancy of the Demised
Premises, and any statutory remedy.

            (b) In the event Landlord commences any summary proceeding or other
action for breach of this lease, Tenant covenants and agrees that it will not
interpose any counterclaim of whatsoever nature or description in any such
proceeding unless required to do so to avoid waiving such counterclaim. The
foregoing shall not be construed to prevent Tenant from interposing defenses in
such action or instituting a separate action for damages.

      42. INTEGRATION OF AGREEMENT AND AMENDMENTS.

      This Lease contains the entire agreement of the parties hereto and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein, shall be of any force or effect. If any term or
provision of this Lease shall be invalid or unenforceable, the remaining terms
and provisions hereof shall not be affected thereby. This Lease shall not be
amended except by a writing executed by landlord and Tenant.

      43. GOVERNING LAW.



                                       41
<PAGE>
            This Lease shall be construed and enforced in accordance with the
laws of the State of Connecticut without giving effect to any choice or conflict
of laws principles.

      44. COUNTERPARTS.

            This Lease may be executed in counterparts, it being agreed that
such counterparts taken together shall constitute one and the same agreement.

      45. ROOF-TOP COMMUNICATION EQUIPMENT.

            (a) Tenant may install one (1) small satellite antennae or dish on
the roof of the Building in accordance with the terms of this Section 45 (the
"COMMUNICATIONS EQUIPMENT"), provided that (i) Tenant satisfies in full at
Tenant's expense the requirements of Section 11(b) and all applicable
requirements of governmental authorities relating thereto; (ii) such
installation does not interfere with the Building systems or structure, the
existing communications equipment or areas reserved for communications equipment
of other tenants of the Building or the use and enjoyment of the Building by
such tenants; (iii) the Communications Equipment is located in an area
designated by Landlord, is not visible from the street and does not, in
Landlord's reasonable judgment, adversely affect the aesthetics of the Building;
(iv) the Communications Equipment is for the sole benefit of the Demised
Premises and (v) Tenant shall be responsible, at its expense, for the
installation, maintenance and removal of the Communications Equipment. All
expenses incurred in connection with the installation, maintenance and removal
of the Communications Equipment (including Landlord's reasonable engineering
costs, if necessary, to ensure protection of the Building) shall be Tenant's
sole responsibility. All installations shall be coordinated with the Landlord's
property manager and shall comply with applicable roof warranties, if any.

            (b). At Landlord's request Tenant, at Tenant's expense, shall
relocate the Communications Equipment to other areas of, and temporarily remove
such equipment from, the roof if reasonably necessary to accommodate Landlord's
use and maintenance of the roof and the installation of other communications
equipment thereon. In the event Landlord should determine or be advised that the
operation of the


                                       42
<PAGE>
Communications Equipment should unreasonably interfere with the use and
operation of any other communication or electrical equipment at the Building,
then Tenant shall promptly cause such interference to cease immediately and if
Tenant is unable to operate the Communications Equipment in a manner which
eliminates such interference, then Landlord may terminate the use of the
Communications Equipment immediately upon delivery of notice of such termination
to Tenant.

            (c). Tenant shall be solely responsible for, and shall pay as
Additional Rent, any damage to, or maintenance or restoration of, the Building
(including, without limitation, the roof) and its systems, and equipment located
on the roof caused by the installation, maintenance or removal of the
Communications Equipment. This provision shall survive the termination of the
Lease.

            (d). Landlord shall provide Tenant with reasonable access to the
roof during normal business hours to allow Tenant to install, maintain, repair,
relocate and replace the Communications Equipment. Such access shall be
coordinated with Landlord's property manager who may require that a
representative of the property manager be present at all times that Tenant is
afforded access for the foregoing purposes.

      45. INSTALLATION OF ELEVATOR.

            (a) During the Lease Term , Tenant may, at its option, request that
Landlord install an elevator to provide direct access and egress to the Demised
Premises. Tenant `s request shall be in writing and delivered to Landlord not
later than three hundred sixty (360) days prior to the Expiration Date of the
Lease Term . Upon delivery of Tenant's notice, Landlord shall use commercially
reasonable and diligent efforts to install the elevator. The plans and
specifications of the elevator shall be determined by Landlord in its sole and
absolute discretion.

            (b) In the event that Tenant requests the installation of the
elevator during the first five (5) years of the Lease Term, Tenant shall
contribute the fifty percent (50%) of the total costs of installation (the
"Tenant Contribution"), provided, however that such amount shall not exceed
$50,000. The Tenant Contribution shall be paid to Landlord in its entirety upon
completion of the installation of the elevator.



                                       43
<PAGE>
            (c) In the event that Tenant requests the installation of the
elevator following fifth (5th) year of the Lease Term, the Tenant Contribution
shall be as follows:

                  (i)   Forty percent (40%) of the total costs of installation,
                        not to exceed $40,000, if requested in Lease Year 6;

                  (ii)  Thirty percent (30%) of the total costs of installation,
                        not to exceed $30,000, if requested in Lease Year 7;

                  (iii) Twenty percent (20%) of the total costs of installation,
                        not to exceed $20,000, if requested in Lease Year 8; and

                  (iv)  Ten percent (10%) of the total costs of installation,
                        not to exceed $10,000, if requested in Lease Year 9.

            (d) Landlord shall use commercially reasonable efforts to minimize
any disruption to Tenant's business caused by the installation of the elevator.
Landlord shall install the elevator in such a place so as to reasonable minimize
interference with Tenant's use of the Demised Premises.





                                       44
<PAGE>
            This Lease has been executed as follows:

      In Witness Whereof:

                                    LANDLORD

                                    RIVER BEND EXECUTIVE  CENTER, INC.


                                    By /s/ Ralph Michel
                                      -----------------------------
                                      Ralph Michel
                                      Its Vice President,
                                      Duly Authorized


                                    TENANT

                                    LEVIN MANAGEMENT CO., INC.

                                    By /s/ Glenn A. Aigen
                                      -----------------------------
                                      Its  CFO,
                                      Duly Authorized



                                       45
<PAGE>
State of Connecticut    )
                        ) ss:  Stamford
County of Fairfield     )

            Personally appeared Ralph Michel being the Vice President of River
Bend Executive Center, Inc., signer and sealer of the foregoing instrument, who
acknowledged the same to be his free act and deed and the free act and deed of
River Bend Executive Center, Inc. before me.



                                          -----------------------------
                                          Notary Public/
                                          Commissioner of the Superior Court
                                          My commission expires

State of Connecticut    )
                        ) ss:
County of Fairfield     )

            Personally appeared                             being
of                                     signer and sealer of the foregoing
instrument, who acknowledged the same to be his free act and deed and the free
act and deed of before me.



                                          ----------------------------
                                          Notary Public/
                                          Commissioner of the Superior Court
                                          My commission expires




                                       46
<PAGE>
                                    EXHIBIT A
                                DEMISED PREMISES

<PAGE>
                                   RIDER NO. 1

                             LEASEHOLD IMPROVEMENTS

      This Rider is made and entered into by and between Landlord and Tenant as
of the date set forth in the Lease between Landlord and Tenant to which this
Rider is attached (the "Lease"). The promises, covenants, agreements and
declarations made and set forth, herein are intended to and shall have the same
force and effect as if set forth at length in the body of the Lease. To the
extent that the provisions of this Rider are inconsistent with the terms and
conditions of the Lease, the provisions of this Rider shall control.

      LANDLORD'S WORK

      Landlord's Work shall consist of:

      1.    Landlord shall, at its expense, install a 600 Amp ATS dedicated to
            Tenant's use and interconnect same with full capacity feeders from
            the existing generator and normal utility service.

      2.    Landlord shall configure generator controls so that the generator
            will start and stop via the ATS. .

      3.    Landlord shall provide an electrical submeter on the feed side of
            the ATS.

      4.    Landlord shall install a 600 Amp main distribution panel and feeder
            back to the load side of the ATS. Said panel shall have 3-pole
            branch devices to serve the new 25 ton HVAC Unit, the two (2)
            existing circuit breaker panels and at least two (2) 3-pole spares.
            If the panel is circuit breaker type, it shall be configured to
            accept 225 Amp frame breakers. Tenant shall be solely responsible
            for the separation of the two (2) existing panels that feed the
            Demised Premises and the wiring of said panels to the 600 Amp
            generator panel.

      5.    Landlord will install a new 25-ton roof-top HVAC unit servicing the
            Demised Premises, complete with all electrical and gas connections
            and one (1) thermostat for control of the unit. Landlord shall
            connect the HVAC unit to the existing ductwork serving the Demised
            Premises.

      TENANT IMPROVEMENTS.

      1. Except for Landlord's Work, Tenant shall be responsible for the
construction of all improvements (the "Tenant Improvements") to the Demised
Premises in connection with its occupancy thereof.

      2. Prior to the commencement of any alterations, additions, improvements
or installations in or to the Demised Premises ("Alterations"), Tenant shall
submit to Landlord plans and specifications therefore, as well as the identity
of any proposed contractors, subcontractors or workmen for said Alterations.
Said plans, specifications, contractors, subcontractors and workmen must be
approved in writing by Landlord,
<PAGE>
such approval not to be unreasonably withheld, before such Alterations may be
commenced. In the exercise of such approval, Landlord may verify that the plans
and specifications are of equal standard and quality as similar alterations in
the Park.

      3. Once approved, the Plans and Specifications are hereby incorporated as
an exhibit to this Rider No. 1.

      4. All changes to the Plans and Specifications are subject to Landlord's
approval not to be unreasonably withheld or delayed.

      5. Landlord has agreed to contribute to the cost of the Tenant
Improvements in an amount not to exceed $48,220 which is based upon $10.00 per
rentable square foot (the "Improvement Allowance"). The Improvement Allowance
shall be used solely for the Tenant Improvements (including, ,but not limited
to, the purchase and installation of Supplementary AC and related wiring and
cabling) and shall exclude equipment and movable personal property.

      6. Landlord shall pay the Improvement Allowance upon completion of the
construction of the Tenant Improvements.

      7. As a condition to Landlord's payment of the Improvement Allowance,
Tenant shall submit the following to Landlord at the time it makes any request
for a payment of the Construction Allowance to Tenant:

            (i)   a copy of the contract or contracts pursuant to which payment
                  is being requested;

            (ii)  a copy of all invoices from Tenant's contractors and proof of
                  Tenant's payment thereof in full; (iii) a certification from
                  Tenant's architect construction manager, general contractor or
                  other project manager that the work described in the invoice
                  has been satisfactorily performed; and

            (iv)  mechanics' lien waivers from Tenant's contractors.

      8. Tenant shall be solely responsible for all costs incurred by Tenant, in
connection with the Tenant Improvements in excess of the Improvement Allowance.

      9. At the conclusion of construction, Tenant shall deliver to Landlord,
final plans and a certificate of occupancy and mechanics' lien waivers with
respect to the Tenant Improvements.
<PAGE>
                                   RIDER NO. 3

                          UNCONDITIONAL LEASE GUARANTY

      In consideration of the agreement of_________________________, LLC
("LANDLORD"), to enter into a certain lease for the premises located at
___________________________ (the "LEASE") dated ________, 200___, with
__________________, a ____________________________, ("TENANT")
______________________________, an individual residing at
_________________________ ("GUARANTOR") hereby guarantees to Landlord, its
successors and assigns, the full sum and timely payment of all installments of
rent and other sums due to Landlord under the Lease and the full and timely
performance of all the conditions, provisions and covenants to be performed by
Tenant under the Lease. Guarantor agrees that Landlord shall not be first
required to seek or obtain a judgment against Tenant, or institute any
proceeding or take any other action with respect to Tenant, before Landlord can
enforce its rights under this Guaranty.

      1. GUARANTY. Guarantor guarantees that all sums stated in the Lease to be
payable by Tenant will be promptly paid in full when due, whether at maturity,
by acceleration or otherwise, in accordance with the provisions thereof, and
that Tenant will perform and observe each and every covenant, agreement, term
and condition in the Lease to be performed or observed by Tenant. Unless
otherwise set forth herein, terms used herein and not defined shall have the
meanings ascribed to them in the Lease.

      2. ABSOLUTE NATURE; COSTS OF COLLECTION. This Guaranty shall be
irrevocable, absolute and unconditional, and if for any reason any such sums due
under the Lease or any part thereof, shall not be paid promptly when due,
Guarantor will immediately pay the same to Landlord pursuant to and in
accordance with the provisions of the Lease, regardless of whether Landlord
shall have taken any steps to enforce any rights against Tenant or any other
person to collect such sum, or any part thereof; . Guarantor shall also pay to
Landlord such further amount as shall be sufficient to cover the cost and
expense of collecting such sums, or part thereof, or of otherwise enforcing the
Lease or this Guaranty, including without limitation, in any case, reasonable
counsel fees, court costs and other litigation expenses. Upon Tenant's failure
to perform or observe any covenant, agreement, term or condition in the Lease to
be performed or observed by Tenant, Guarantor will promptly perform and observe
the same or cause the same promptly to be performed or observed.

      3. NO RELEASE; BANKRUPTCY.

            (a) The obligations, covenants, agreements and duties of Guarantor
under this Guaranty shall in no way be released, affected or impaired by reason
of the happening from time to time of any of the following which may occur
without notice to or the consent of Guarantor:

                  (i) the waiver by Landlord of the performance or observance by
Tenant or Guarantor of any of the agreements, covenants, terms of conditions
contained in the Lease or this Guaranty;

                  (ii) the extension, in whole or in part, of the time for
payment by Tenant or Guarantor of any sums owing or payable under the Lease or
this Guaranty, or of any other sums or obligations under or arising out of or on
account of the Lease or this Guaranty, or the extension or renewal of the Lease
or this Guaranty;

                  (iii) any assignment of the Lease or subletting of the
premises demised thereunder or any part thereof;

                  (iv) the modification or amendment of any of the obligations
of Tenant or Guarantor under the Lease or this Guaranty;
<PAGE>
                  (v) any failure, omission or delay on the part of Landlord to
enforce, assert or exercise any right, power or remedy conferred on or available
to it in or by the Lease or this Guaranty, or any action on the part of Landlord
granting indulgence or extension in any form whatsoever;

                  (vi) the voluntary or involuntary liquidation, dissolution,
sale of all or substantially all of the assets, marshaling of assets and
liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment
for the benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting, Tenant or any of its
assets, or the rejection or disaffirmance of the Lease by Tenant or Tenant's
trustee in any such proceeding;

                  (vii) the release of Tenant or Guarantor from the performance
or observance of any of the agreements, covenants, terms or conditions contained
in the Lease or this Guaranty by operation of law; or

                  (viii) the inability of Landlord to enforce any provision of
the Lease against Tenant for any reason.

            (b) Landlord's recovery against Guarantor hereunder shall not be
affected by the amount of any allowable claim in a bankruptcy proceeding
involving Tenant or any other proceeding of the type described in subparagraph
(a)(vi) herein and involving Tenant.

      4. ADEQUATE CONSIDERATION. Guarantor hereby represents and acknowledges
that:

            (a) Guarantor owns a significant equity interest in Tenant;

            (b) Guarantor will receive a direct benefit from the Lease;

            (c) Landlord would not enter into the Lease without the delivery of
this Guaranty; and

            (d) Landlord's willingness to enter into the Lease with Tenant
represents valuable and sufficient consideration for the delivery of this
Guaranty.

      5. MISCELLANEOUS.

            (a) This Guaranty may not be modified or amended, except by a
written agreement duly executed by Guarantor and Landlord.

            (b) All of Guarantor's obligations under this Guaranty are
independent of the obligations of Tenant under the Lease and that a separate
action may be brought against Guarantor, whether or not an action is commenced
against Tenant under the Lease.

            (c) This Guaranty shall be governed by Connecticut law without
regard to its conflicts of laws principals. In the event it becomes necessary
for the Landlord to enforce this Guaranty by legal action, Guarantor hereby
agrees that jurisdiction and venue of such action shall be in Fairfield County,
Connecticut and Guarantor hereby irrevocably and unconditionally submits itself
to the jurisdiction of the courts of the State of Connecticut in connection
therewith.

            (d) This Guaranty shall bind and inure to the benefit of successors
and assigns of Landlord and Guarantor.

            (e) GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO
TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY. GUARANTOR HEREBY
ACKNOWLEDGES THAT THIS GUARANTY CONSTITUTES A "COMMERCIAL TRANSACTION", AS SUCH
TERM IS USED AND
<PAGE>
DEFINED IN CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED, AND TO
THE EXTENT NOT EXPRESSLY PROHIBITED BY LAW TENANT HEREBY WAIVES ITS RIGHT TO ANY
PREJUDGMENT REMEDY HEARING AS THEREIN OR ELSEWHERE PROVIDED.

            (f) All capitalized terms not defined herein shall have the same
meanings ascribed thereto in the Lease.

      IN WITNESS WHEREOF, Guarantor has executed this Guaranty and has intended
the same to be and become effective as of the ______ day of ______, 200__.




                                                  ______________________________
                                                  Name:
<PAGE>
                                   RIDER NO. 2

                                 OPTION TO RENEW

Tenant shall have one (1) option to renew the Term (the "OPTION"), for a term of
five (5) years, the first option period commencing immediately upon the
expiration of the initial Term (the "OPTION TERM"). The Option Term shall be
upon all of the terms and conditions of this Lease, except that: (i) Fixed Rent
during each year of each Option Term shall be the greater of the (x) fair rental
value of the Premises at the date of the commencement of the Option Term and (y)
the Annual Fixed Rent during the Term of this Lease; and (ii) there shall be no
further options to extend beyond the expiration of the Option Term.

      The Option may be exercised only by notice of exercise given by Tenant to
Landlord not less than ONE HUNDRED EIGHTY (180) days prior to the Expiration
Date of the then existing Term, TIME BEING OF THE ESSENCE, with respect to such
notice. The Option may not be exercised, and this Option shall be void and
without further effect, if (i) the named Tenant shall have subleased more than
fifty percent (50%) of the Premises or assigned this Lease at the time of such
notice or as of the commencement of the Option Term to an entity other than a
Tenant Affiliate or Permitted Assignee; or (ii) Tenant or its successors shall
have committed an Event of Default hereunder which has not been cured at the
time of commencement of any Option Term. Upon exercise of the Option, the
Expiration Date shall be deemed to be the last day of the Option Term.

      Within thirty (30) days following notice of Tenant's exercise of the
Option, Landlord shall deliver to Tenant written notice of its proposed fair
rental value of the Premises. Within thirty (30) days following such delivery of
notice by Landlord, Tenant by written notice delivered to Landlord shall either:
(i) accept the fair rental value as stated by Landlord; (ii) elect to submit to
binding arbitration to determine fair rental value in accordance with the
provisions set forth below; or (iii) rescind the exercise of the Option in which
case the Lease will terminate on the Expiration Date of the original Term (or
immediately preceding Option Term, as the case may be). Failure by the Tenant to
deliver notice under this Section 42 shall automatically constitute a rescission
of the Option(s).

      In the event that Tenant elects to submit to binding arbitration as set
forth
<PAGE>
herein, the fair rental value of the Premises will be determined in Stamford,
Connecticut (the "City") before a single arbitrator as follows:

            (i) Landlord and Tenant shall have ten (10) days within which to
      select one mutually agreeable arbitrator. If Landlord and Tenant fail to
      agree on one arbitrator within the ten-day period, either party may
      promptly request the American Arbitration Association (or it successor) to
      appoint an arbitrator for the matter, and said Association's selection
      shall be binding upon Landlord and Tenant. In all cases, the arbitrator
      shall be an individual with the following qualifications: MAI credentials;
      not less than ten (10) years experience in the business of appraising
      commercial real estate; generally recognized competence in the valuation
      of commercial rental properties in southern Fairfield County; and has
      never been a direct or indirect employee or agent of or consultant to
      either Landlord or Tenant.

            (ii) Not later than the thirtieth (30th) day following the selection
      or appointment of the arbitrator, Landlord and Tenant shall each submit to
      the arbitrator, in writing, a good faith determination of the fair rental
      value of the Premises, in it then existing, "As Is" condition.

            (iii) The arbitrator selected must choose either Landlord's or
      Tenant's good faith determination of the fair rental value of the Demised
      Premises and the arbitrator's choice shall be final and binding upon the
      parties. In determining the fair rental value of the Demised Premises and
      which of Landlord's or Tenant's determinations to select, the arbitrator
      shall consider all relevant factors, and shall give primary consideration
      to the then current market rents in comparable type buildings in downtown
      Stamford, Connecticut for renewal tenants, occupying space similar in size
      and condition to that of the Demised Premises, pursuant to leases having
      terms and conditions similar to those of this Lease. Notwithstanding the
      foregoing, the arbitrator shall not consider any potential savings to
      Landlord by reason of Landlord's not having to secure a new tenant for the
      Premises (including, without limitation, such potential savings as
      brokerage commissions, leasehold improvements, rent concessions or
      abatements, or lost rental income during any
<PAGE>
      period of vacancy). From the date of the later submission of Landlord's or
      Tenant's determination, the arbitrator shall have thirty (30) days within
      which to render a decision as to the fair rental value of the Premises. If
      the arbitrator fails to render a decision within the applicable 30-day
      period, either party shall have the right to apply to the American
      Arbitration Association for a decision. Arbitration conducted under this
      subsection shall be held in the City.

            (iv) The cost of the arbitration shall be shared equally by Landlord
      and Tenant.

</TEXT>
</DOCUMENT>
