AND

                                                                    EXHIBIT 10.7

 
                                 LEASE BETWEEN


                           LENNAR NORTHEAST PARTNERS
                              LIMITED PARTNERSHIP


                                      AND


                         MODEM MEDIA ADVERTISING L.P.

 
                               TABLE OF CONTENTS




                                                                            PAGE
                                                                            ----
                                                                      

1.   PREMISES................................................................  1

2.   TERM....................................................................  1

3.   RENTAL..................................................................  4

4.   UTILITIES...............................................................  5

5.   RENEWAL OPTION..........................................................  7

6.   ADDITIONAL RENT.........................................................  9

7.   USE OF PREMISES........................................................  18

8.   [MISSING]..............................................................  19

9.   TENANT'S IMPROVEMENTS AND ALTERATIONS..................................  19

10.  COMPLIANCE WITH INSURANCE REQUIREMENTS.................................  22

11.  COMPLIANCE WITH LAW....................................................  22

12.  SERVICES...............................................................  23

13.  INSURANCE..............................................................  24

14.  LIABILITY OF LANDLORD..................................................  26

15.  REPAIRS................................................................  27

16.  DESTRUCTION, FIRE AND OTHER CAUSES.....................................  28

17.  EMINENT DOMAIN.........................................................  30

18.  ASSIGNMENT, MORTGAGE, ETC..............................................  31

19.  CONDITIONS OF LIMITATION...............................................  34

20.  REMEDIES OF LANDLORD...................................................  36


                                      -i-


                              TABLE OF CONTENTS 
                                 (CONTINUED)



                                                                            PAGE
                                                                            ----

                                                                      
21.  REMEDIES OF TENANT...................................................... 38

22.  RULES AND REGULATIONS................................................... 38

23.  REPRESENTATIONS BY LANDLORD............................................. 38

24.  QUIET ENJOYMENT......................................................... 39

25.  ACCESS; RIGHT TO EXHIBIT PREMISES; NAME................................. 39

26.  SUBORDINATION........................................................... 40

27.  SURRENDER OF THE PREMISES............................................... 42

28.  BROKERAGE............................................................... 42

29.  FORCE MAJEURE........................................................... 42

30.  ESTOPPEL CERTIFICATE.................................................... 43

31.  HOLDOVER................................................................ 44

32.  NOTICES................................................................. 44

33.  WAIVER OF TRIAL BY JURY................................................. 45

34.  LATE PAYMENTS........................................................... 45

35.  EFFECTS OF WAIVERS OF DEFAULT........................................... 46

36.  LANDLORD'S RIGHT TO CURE DEFAULTS....................................... 46

37.  SECURITY DEPOSIT........................................................ 46

38.  PARKING................................................................. 47

39.  COMMERCIAL TRANSACTION.................................................. 47

40.  PARTIES BOUND........................................................... 47
 

                                     -ii-


                               TABLE OF CONTENTS
                                  (CONTINUED)



                                                                            PAGE
                                                                            ----
                                                                      
41.  MISCELLANEOUS........................................................... 48

42.  ENTIRE AGREEMENT, ETC................................................... 49


                                     -iii-

 
                                 OFFICE LEASE


     This Lease dated June___, 1995, by and between LENNAR NORTHEAST PARTNERS
LIMITED PARTNERSHIP, having an address c/o GRP Realty Company, 0000 Xxxxxx
Xxxxxx, Xxxxxxxx, XX 00000, (hereinafter called the "Landlord"), and MODEM MEDIA
ADVERTISING, L.P., having an office at 00 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxxxx, XX
00000, (hereinafter called the "Tenant").

                             W I T N E S S E T H:

     1.   PREMISES

     The Landlord does hereby lease and demise to Tenant and Tenant does hereby
hire and take from Landlord for the term and upon the rentals hereinafter
specified:

          A.   all of the office space on the second floor in the building
(which building is hereinafter called "the Building" and located on land in the
Town of Westport, State of Connecticut commonly known as 000 Xxxxxxxxx Xxxxxx,
being more particularly described in Exhibit A-1 annexed hereto and made a part
hereof, hereinafter referred to as the "Land"), consisting of approximately
11,640 rentable square fee as shown on the floor plan(s) annexed hereto as
Exhibit A-2 and made a part hereof, or initialed by the parties and incorporated
hereby by reference (which space is hereinafter called the "Phase One Space");

          B.   the office space on the first floor in the Building consisting of
approximately 6,600 rentable square feet as shown on the floor plan(s) annexed
hereto as Exhibit A-3 and made a part hereof, or initialized by the parties and
incorporated hereby by reference (which space is hereinafter called the "Phase
Two Space"); and

          C.   the office space on the first floor in the Building consisting of
approximately 4,996 rentable square feet as shown on the floor plan(s) annexed
hereto as Exhibit A-4 and made a part hereof, or initialized by the parties and
incorporated hereby by reference (which space is hereinafter called the "Phase
Three Space").

     The Phase One Space, Phase Two and Phase Three Space are sometimes
collectively referred to in this Lease as the "Demised Premises," and at other
times individually referred to as "Phase" of the Demised Premises or "Phases" of
the Demised Premises.

     2.   TERM

          A.   The term of this Lease shall be for FIVE (5) years commencing on
August 1, 1995 ("Commencement Date"), and ending on July 31, 2000 ("Expiration
Date"), with exclusively occupancy of the Demised Premises to be delivered to
Tenant as follows:

 
               (1)  for the Phase One Space, occupancy commencing on August 1,
1995 ("Phase One Occupancy Date"), and ending on the Expiration Date, with
payment of rent commencing on October 1, 1995;

               (2)  for the Phase Two Space, occupancy commencing on November 1,
1995 ("Phase Two Occupancy Date"), and ending on the Expiration Date, with
payment of rent commencing on November 1, 1995; and

               (3)  for the Phase Three space, occupancy commencing on August 1,
1996 ("Phase Three Occupancy Date"), and ending the Expiration Date, with
payment of rent commencing on August 1, 1996.

          B.   Landlord shall diligently prepare each Phase of the Demised
Premises in accordance with Exhibit B-1 for timely occupancy by Tenant. If any
particular Phase of the Demised Premises is not ready for occupancy (as such
term is defined below) on the dates set forth as the Occupancy Dates:

               (1)  PHASE ONE: The Phase One Occupancy Date and the rent
commencement date for such Phase, and the Expiration Date, shall be delayed by
the period of time between August 1, 1995 and the date the Phase One Space is
ready for occupancy. However, if such delay is caused by any act or omission of
Tenant or any of its employees, agents, or contractors, including, but not
limited to, failure by Tenant to act promptly when any consent or approval may
be requested by Landlord, Tenant's obligation to pay rent for such Phase shall
commence on the appropriate rent commencement date nevertheless and the
Expiration Date set forth in Section 2A shall remain as set forth therein. If
the Phase One Space is not ready for occupancy on or before August 14, 1995,
Tenant shall be entitled to a rent abatement in the amount of $646.67 for each
day after August 14, 1995 until the Phase One is ready for occupancy. Within
five (5) business days after Phase One is ready for occupancy Landlord and
Tenant shall sign a letter specifying the date that Phase One was ready for
occupancy and specifying the Lease Expiration Date.

               (2)  PHASE TWO: The Phase Two Occupancy Date and the rent
commencement date for such Phase shall be delayed by the period of time between
the scheduled Phase Two Occupancy Date and the date the Phase Two Space is ready
for occupancy. However, if such delay is caused by any act or omission of Tenant
or any of its employees, agents, or contractors, including, but not limited to,
failure by Tenant to act promptly when any consent or approval may be requested
by Landlord, Tenant's obligation to pay rent for such Phase shall commence on
the appropriate rent commencement date nevertheless. If the Phase Two Space is
not ready for occupancy on or before a date four (4) weeks after the scheduled
Phase Two Occupancy Date, Tenant shall be entitled to a rent abatement in the
amount of $366.67 for each day after such four (4) week period has expired until
the Phase Two Space is ready for occupancy.

               (3)  PHASE THREE: The Phase Three Occupancy Date and the rent
commencement date for such Phase shall be delayed by the period of time between
the scheduled Phase Three Occupancy Date and the date the Phase Three Space is
ready for occupancy. However,

                                      -2-

 
if such delay is caused by any act or omission of Tenant or any of its
employees, agents, or contractors, including, but not limited to, failure by
Tenant to act promptly when any consent or approval may be requested by
Landlord, Tenant's obligation to pay rent for such Phase shall commence on the
appropriate rent commencement date nevertheless. If the Phase Three Space is not
ready for occupancy on or before a date four (4) weeks after the scheduled Phase
Three Occupancy Date, Tenant shall be entitled to a rent abatement in the amount
of $277.56 for each day after such four (4) week period has expired until the
Phase Three Space is ready for occupancy.

     For the purposes of this Section 2B, the architect preparing the
construction plans and specifications shall be deemed to be Landlord's agent.

          C.   Tenant, at its option, may accelerate the Occupancy Date for
Phase Two and Phase Three of the Demised Premises by giving Landlord written
notice at least ninety (90) days prior to its desired Occupancy Date for each
such Phase, and by delivering plans and specifications for the construction of
such Phase to Landlord at least sixty (60) days prior to the accelerated
Occupancy Date. If Tenant accelerates any Occupancy Date as provided herein,
then:

          (1)  the date set forth in Exhibit B-1 for the delivery of plans and
specifications by Tenant for each Phase shall be amended to a date sixty (60)
days prior to the accelerated Occupancy Date for such Phase; and

          (2)  the Phase Allowance as set forth in Exhibit B-1 shall be
increased by $0.014 per rentable square foot for each day that the Occupancy
Date for such Phase has been accelerated.

          D.   Landlord agrees to give Tenant reasonable access to each Phase of
the Demised Premises prior to the Occupancy Date for each Phase in order for
Tenant to perform the installation of security, telephone, computer and other
systems (Tenant's Installations) reasonably required by Tenant, subject to the
following conditions:

               (1)  All such Tenant's Installations shall be done pursuant to
plans and specifications approved by Landlord, shall be completed at Tenant's
full cost and expense, shall comply with all applicable governmental rules and
regulations, shall be done by Landlord or contractors, subcontractors and
mechanics approved by Landlord (such approvals not to be unreasonably withheld
or delayed), shall be done in a good and workmanlike manner to Landlord's
reasonable satisfaction, shall be done in a manner which will assure labor
harmony at the Building and which will not in any way cause any delay in the
completion of the work required of Landlord pursuant to Exhibit B-1, shall be
consistent with the uses permitted under this Lease, and in all other respects
shall comply with the terms and provisions of this Lease.

               (2)  If any mechanic's lien is filed against the Demised Premises
or the Landlord's Building for work claimed to have been done for, or materials
claimed to have been furnished to Tenant for Tenant's Installations, Tenant, at
its sole cost and expense, shall commence legal proceedings to discharge such
liens within thirty (30) days after the earlier to occur of receipt of

                                      -3-

 
notice of the filing of the lien from the lienor or the receipt of written
notice of the filing of the lien from Landlord. If Tenant shall fail to commence
legal proceedings to discharge any such lien within such thirty (30) day period,
then Landlord shall have the right, but not the obligation, to discharge such
lien, by payment, bond or otherwise, and the actual cost thereof shall be
charged to Tenant, and such sum due Landlord shall be deemed additional rent and
shall be paid by Tenant within 10 (ten) days of being billed therefor.

               (3)  Landlord shall not be liable for any failure of any Building
facilities or services caused by alterations, installations, and/or additions by
Tenant, and Tenant shall promptly correct any such failure after written notice.
In the event Tenant shall not promptly correct same within 10 days after notice,
Landlord may make such correction and charge Tenant for the actual cost thereof.
Such sum due Landlord shall be deemed additional rent and shall be paid by
Tenant promptly upon being billed therefor.

               (4)  Tenant shall indemnify and save harmless Landlord (and each
Superior Lessor or Superior Mortgagee) from and against any and all liability
and damages, and from and against any and all suits, claims and demands of every
kind and nature, including reasonable attorney's fees and expenses, by or on
behalf of any person, firm, association or corporation arising out of or based
upon the installation of Tenant's Installations, unless caused by or due to the
negligence or willful misconduct of Landlord, or Landlord's agents, contractors,
servants or employees.

          E.   Each Phase of the Demised Premises shall be deemed ready for
occupancy at such time as (i) Landlord presents the Tenant with a Certificate of
Occupancy of the Town of Westport for such Phase in the Demised Premises; and
(ii) the work to be performed by Landlord in accordance with the provisions of
Section 8 herein has been substantially completed. The terms "substantially
completed" and "substantial completion" and terms of similar import whenever
used in this Lease shall be deemed to mean that stage of the progress of the
work to be done by Landlord as shall enable Tenant to commence its use or
occupancy of all of each Phase of the Demised Premises for its normal business
purposes without material interference by reason of the completion of unfinished
details. In the event there are incomplete items ("Punch List") to be performed
by Landlord subsequent to the Tenant's commencement of occupancy for each Phase,
said work shall be done in a diligent manner and shall be completed in a
reasonable time.

     3.   RENTAL

          A.   Subject to the terms and conditions of Section 2, Tenant shall
pay to Landlord a fixed periodic base rent as follows ("Minimum Rent"):


                                      -4-

 


==========================================================================
                             DEMISED PREMISES
--------------------------------------------------------------------------
          YEAR             SQUARE  COST SQ FT  MONTHLY RENT   PERIOD RENT
                            FEET
                        --------------------------------------------------
                                                 
October 1, 1995 to         11,640    $  20.00   $ 19,400.00   $  19,400.00
 October 31, 1995
 
                        --------------------------------------------------
Phase Two Occupancy        18,240    $  20.00   $ 30,400.00   $ 273,600.00
 Date (scheduled to be
 November 1, 1995) to
 July 31, 1996
 
                        --------------------------------------------------
Phase Three Occupancy      23,236    $  20.00   $ 38,726.67  $1,858,880.00
 Date (Scheduled to be
 August 1, 1996) to the
 Expiration Date
==========================================================================


          B.   Tenant agrees to pay the first month's Minimum Rent for the Phase
One Space upon the execution of this Lease.

          C.   The annual rent shall be paid in twelve (12) equal installments
in advance without notice on the first day of each calendar month during said
term. Tenant shall pay the pro rata monthly portion of said rent for any
fractional period of a month or fractional period of a lease year.

          D.   In addition to said Minimum Rent, Tenant agrees to pay Landlord
such Additional Rent, if any, as provided in this Lease (including, without
limitation, the Additional Rent provided for in Sections 4 and 5).

     4.   UTILITIES

          A.   Tenant shall pay to Landlord for all electricity used in the
Demised Premises as follows:



======================================================================================== 
                         DEMISED PREMISES ELECTRICITY PAYMENTS
----------------------------------------------------------------------------------------
                                              SQUARE               MONTHLY     PERIOD
            YEAR                               FEET   COST SQ FT  ELECTRIC    ELECTRIC
----------------------------------------------------------------------------------------
                                                                 
August 1, 1995 to October 31, 1995            11,640   $  1.50    $1,455.00  $  4,365.00
----------------------------------------------------------------------------------------
Phase Two Occupancy Date (scheduled to        18,240   $  1.50    $2,280.00  $ 20,520.00
 be November 1, 1995) to July 31, 1996
----------------------------------------------------------------------------------------
Phase Three Occupancy Date (scheduled to      23,236   $  1.50    $2,904.50  $139,416.00
 be August 1, 1996) to the Expiration Date
========================================================================================


                                      -5-

 
          These payments are to be considered as Additional Rent and are due and
payable on the first of each month without notice.  Notwithstanding anything to
the contrary contained herein, Tenant shall have no obligation to pay for
electricity or other utilities for any Phase prior to the date that such Phase
is ready for occupancy.

          B.   If Tenant installs any electrical equipment in the Demised
Premises other than typewriters, copy machines, word processing equipment,
personal computers, personal computer networking systems and phone systems,
telecopy machines, and such other equipment as is considered standard and
customary for general office use, Tenant shall pay Landlord as further
Additional Rent a monthly amount equal to the estimated cost to run such
electrical equipment.  Said monthly amount shall be calculated by the local
utility service from which electric power is purchased by Landlord by way of a
survey conducted by such utility.

          C.   Other than the electrical facilities servicing the Demised
Premises on the Commencement Date, any additional risers, feeders or other
equipment or service proper or necessary to supply the Demised Premises in
excess of 6 xxxxx per square foot, upon written request of Tenant, will be
installed by Landlord, at the sole cost and expense of Tenant, if, in Landlord's
reasonable judgment, the same are necessary and will not cause permanent damage
or injury to the Building or the Demised Premises, or cause or create a
dangerous or hazardous condition, or entail excessive or unreasonable
alterations, repairs or expenses or interfere with or disturb other Tenants or
occupants.

          D.   Unless due to the act or neglect of Landlord or its agent,
Landlord shall not in any way be liable or responsible to Tenant for any loss or
damage or expense which Tenant may sustain or incur if either the quantity or
character of electric service is changed or is no longer available or suitable
for Tenant's requirements.

          E.   Except as elsewhere provided in this Lease, Tenant agrees not to
make or perform or permit any alteration to wiring installations or other
electrical facilities serving the Demised Premises, nor to connect any
additional electrical equipment of any type to the Building's electrical
distribution system, beyond such as exists in the Demised Premises on the
Commencement Date, other than lamps, typewriters, copy machines, word processing
equipment, personal computers, telecopy machines, computer networking equipment
(excluding mainframe computers), and other small office machines which consume
comparable amounts of electricity, without the Landlord's prior written consent,
which consent shall not be unreasonably withheld or delayed.  In no event shall
Tenant use or install any fixtures, equipment or machines the use of which in
conjunction with other fixtures, equipment and machines in the Demised Premises
would result in an overload of the electrical circuits servicing the Demised
Premises.

          F.   Tenant covenants and agrees that at all times its use of electric
current shall never exceed the capacity of the feeders to the Building or the
risers or wiring installation.  Landlord shall furnish, install and replace, as
required, all lighting tubes, lamps, bulbs and ballasts required in the Demised
Premises, at Tenant's sole cost and expense.  All lighting tubes, bulbs and
ballasts so installed shall become Landlord's property upon the expiration or
sooner termination of this Lease.

                                      -6-

 
     5.   RENEWAL OPTION

          A.   Tenant shall have the option (the "Renewal Option") to extend the
term of this Lease for two additional five (5) year periods (the "First Renewal
Term" and the "Second Renewal Term," respectively).  The Renewal Option granted
Tenant herein may be exercised with respect to the entire Demised Premises only.

          B.   The First Renewal Term shall commence on the date immediately
succeeding the Expiration Date and end on the date which falls on the fifth
anniversary of the Expiration Date.

          C.   Tenant shall exercise its Renewal Option for the First Renewal
Term by giving Landlord written notice (the "Renewal Notice") of Tenant's
election to exercise the Renewal Option at least nine (9) months prior to the
Expiration Date, provided that Tenant is not in default under any of the terms,
covenants, or conditions of this Lease on Tenant's part to be observed or
performed which remain uncured after any applicable cure period (i) on the date
Tenant gives Landlord the Renewal Notice, and (ii) on the Expiration Date.

               (1)  If Tenant does not exercise its Renewal Option for the First
Renewal Term, Tenant shall pay to Landlord as Additional Rent, by bank check,
certified check or wire transfer, the sum of $19,984.00, such payment to be made
by Tenant within twenty (20) days of receipt of written notice from Landlord
that such sum is due and owing.  Tenant's failure to make this payment shall be
deemed a failure to pay Additional Rent pursuant to this Lease.

          D.   Provided Tenant has exercised its Renewal Option for the First
Renewal Term, the Second Renewal Term shall commence on the date which falls on
the fifth anniversary of the date immediately succeeding the Expiration Date and
end on the date which falls on the tenth anniversary of the Expiration Date.

          E.   Tenant shall exercise its Renewal Option for the Second Renewal
Term by giving Landlord written notice (the "Renewal Notice") of Tenant's
election to exercise the Renewal Option at least nine (9) months prior to the
expiration date of the First Renewal Term of the Lease, provided that Tenant is
not in default under any of the terms, covenants, or conditions of this Lease on
Tenant's part to be observed or performed which remain uncured after any
applicable cure period (i) on the date Tenant gives Landlord the Renewal Notice,
and (ii) on the expiration date of the First Renewal Term of the Lease.

          F.   If the term of this Lease is renewed as aforesaid, the Renewal
Terms shall be upon the same terms, covenants, and conditions as those contained
in this Lease insofar as the same may be applicable and relevant, except that
(i) there shall be no further right of renewal after the Second Renewal Option
and (ii) the Minimum Rent to which reference is made in section 4 hereof for
each Renewal Term shall be ninety-five percent (95%) of an annual fair market
rental value as determined below.

                                      -7-

 
     G.   Fair market rental value for each Renewal Term shall be determined
as follows:

          (1)  Sixty days prior to the commencement of each Renewal Term
               Landlord shall submit to Tenant in writing its determination of
               the fair market rental value of the Demised Premises. If Tenant
               disputes Landlord's determination of fair market rental value,
               Tenant shall, prior to the commencement of each Renewal Term,
               submit its own determination of fair market rental value to
               Landlord, in writing. If Tenant fails to dispute Landlord's
               determination by the commencement of each Renewal Term, then
               Landlord's determination of fair market rental value shall be
               conclusive upon the parties.

          (2)  If Tenant disputes the Landlord's determination of fair market
               rental value and the parties are unable to agree on fair market
               rental value, it shall be determined by way of real estate
               appraisers. Either party may commence the appraisal process by
               selecting a real estate appraiser to determine the fair market
               rental value, and shall give written notice of such selection to
               the other party. The other party shall then have fifteen (15)
               days to select its own appraiser. The appraisers shall together
               determine the fair market rental value of the Demised Premises
               within 30 days of the selection of the second appraiser. If the
               other party fails to select an appraiser within the 15 day time
               period, the first appraiser shall determine the fair market
               rental value and its decision shall be conclusive upon the
               parties.

          (3)  If the appraisers cannot agree on the fair market rental value,
               then they shall together appoint a third appraiser having at
               least five (5) years experience as an MAI commercial real estate
               appraiser in Fairfield County, Connecticut, who shall, within 30
               days of his being appointed, determine the fair market rental
               value, which value shall not exceed nor be lower than the two
               original appraisals. Each party shall be responsible for the fees
               of the appraiser it selects, and shall evenly divide the fees of
               the third appraiser, should one be selected.

          (4)  If the determination of fair market rental value requires the use
               of appraisers, Tenant shall continue to pay rent to the Landlord
               at the last established Minimum Rent together with 75% of the
               proposed rent increase (if any) as calculated from the Landlord's
               determination of fair market rental value until a new Minimum
               Rent is determined. Once the new Minimum Rent is determined:

               (a)  Tenant shall pay to Landlord any amounts due as a result of
                    the new Minimum Rent within 15 days of its determination,
                    less any

                                      -8-

 
                    amounts paid by the Tenant to the Landlord pursuant to this
                    section; or

               (b)  Landlord shall credit any amounts that Tenant paid to
                    Landlord pursuant to this section in excess of the Minimum
                    Rent due based upon the determination of fair market rental
                    value against the next Minimum Rent due and owing pursuant
                    to the Lease.

     6.   ADDITIONAL RENT

     Landlord and Tenant agree that the rent stated in Section 3 about is a
Minimum Rent subject to a periodic increase, if any, as herein set forth (all
such increases shall constitute rent hereunder and are hereinafter collectively
referred to as "Additional Rent"):

          A.   Operating Expenses

               (1)  For the purposes of this Lease, the "Operating Expense Base"
                    shall be determined by using actual Building operating costs
                    to the extent available, otherwise using Landlord's best
                    estimates of one year's operating costs under current
                    conditions adjusted to 90% occupancy. Landlord shall provide
                    Tenant with a copy of a breakdown of the actual and/or
                    estimated itemized expenses compiled to determine the
                    Operating Expense Base. Landlord shall give written notice,
                    which notice shall contain all of the calculations relating
                    thereto, of any adjustments made to the Operating Expenses
                    Base.

               (2)  The term "Lease Year" for the purpose of Section 6A shall
                    mean each calendar year succeeding the Base Year and the
                    final period of twelve (12) months or less commencing with
                    January 1 immediately preceding the Expiration Date. The
                    term "Base Year" shall mean the calendar year 1996.

               (3)  "Tenant's Proportionate Operating Share" shall be as 
                     follows:

                    (a)  for the period of time that the Phase One Space is
                         deemed ready for occupancy, (50.0946%), which
                         percentage has been computed on the basis of a
                         fraction, the numerator of which is the agreed rentable
                         square foot area of Phase One in the amount of 11,640
                         square feet, and the denominator of which is the agreed
                         rentable square foot area of the Building in the amount
                         of 23,236 square feet;

                                      -9-

 
               (b)  for the period of time that the Phase One and Phase Two
                    Spaces are deemed ready for occupancy, (78.4988%), which
                    percentage has been computed on the basis of a fraction, the
                    numerator of which is the agreed rentable square foot area
                    of Phase One and Phase Two in the amount of 18,240 square
                    feet, and the denominator of which is the agreed rentable
                    square foot area of the Building in the amount of 23,236
                    square feet;

               (c)  for the period of time that the entire Demised Premises are
                    deemed ready for occupancy, (100%), which percentage has
                    been computed on the basis of a fraction, the numerator of
                    which is the agreed rentable square foot area of the Demised
                    Premises in the amount of 23,236 square feet, and the
                    denominator of which is the agreed rentable square foot area
                    of the Building in the amount of 23,236 square feet.

          (4)  Prior to the commencement of each Lease Year, Landlord shall
               estimate any anticipated increase in Operating Expenses of the
               Building for such Lease Year over the Operating Expenses Base,
               and during such Lease Year or portion thereof Tenant shall pay to
               Landlord as Additional Rent, an amount per month equal to one
               twelfth (1/12th) of the sum obtained by multiplying such
               estimated increase in Operating Expenses by Tenant's
               Proportionate Operating share.

          (5)  As soon as practicable following the end of each Lease Year,
               Landlord shall determine the actual Operating Expenses of the
               Building for such Lease Year and the increase in the actual
               Operating Expenses for such Lease Year over the Operating
               Expenses Base, if any. If the total payments made by Tenant to
               Landlord on account of anticipated increased Operating Expenses
               during any Lease Year shall exceed the amount of increased
               Operating Expenses incurred by Landlord such excess shall be
               credited by Landlord against the next succeeding installment(s)
               of Minimum Rent and Additional Rent payable by Tenant pursuant to
               Section 6A. If, however, said payments made by Tenant were not
               sufficient to pay said increased actual Operating Expenses for
               the applicable Lease Year, then Tenant agrees to pay to Landlord
               the amount necessary to make up the deficiency within thirty (30)
               days after notice of such deficiency.

               Regardless of the amount of time that passes before Landlord
               makes its determination of Operating Expenses, Tenant will not be
               relieved of its responsibility to pay the increase that may be
               due, if any.

                                     -10-

 
               (6)  The notice described in Section 6A.(5) shall contain a true
                    and accurate statement itemized by expense category
                    ("Landlord's Operating Statement"), setting forth the
                    amount, if any, due to Landlord or Tenant under the
                    provisions of Section 6A.

               (7)  Landlord's Operating Statement shall be conclusive and
                    binding upon Tenant unless within thirty (30) days after
                    receipt of Landlord's Operating Statement: (a) Tenant shall
                    pay the amount shown on such Landlord's Operating Statement,
                    and (b) simultaneously with such payment, Tenant shall
                    notify Landlord that it disputes the correctness of the
                    statement, specifying the respect in which the statement is
                    claimed to be incorrect. Any such disputed payment shall be
                    without prejudice to Tenant's position.

               (8)  If Tenant notifies Landlord that it disputes the amount
                    shown on Landlord's Statement in accordance with sub-section
                    6A.(7), then, within 30 days of such notice of dispute,
                    Landlord and Tenant shall select an independent Certified
                    Public Accountant having real estate experience reasonably
                    acceptable to both Landlord and Tenant to resolve such
                    dispute, which resolution shall be conclusively binding upon
                    Landlord and Tenant. Landlord shall afford such accountant
                    reasonable access to Landlord's books and records to the
                    extent such account deems necessary in order to reach its
                    decision. The fees and expenses involved in such resolution
                    shall be borne by the unsuccessful party (and if both
                    parties are partially unsuccessful, the accountant shall
                    apportion the fees and expenses between the parties based
                    upon the degree of success of each party).

               (9)  Landlord agrees to maintain books and records reflecting
                    Operating Expenses, which books and records may be examined
                    and photocopied (at Tenant's sole cost and expense) by
                    Tenant, its authorized agents or accountants, after notice
                    and during regular business hours, for the purpose of
                    verifying the information contained in Landlord's Operating
                    Statement.

              (10)  If the dispute shall be determined in Tenant's favor, the
                    amount of Tenant's overpayment of Additional Rent resulting
                    from compliance with Landlord's Operating Statement shall be
                    credited by Landlord against the next succeeding
                    installment(s) of Minimum Rent and Additional Rent payable
                    by Tenant pursuant to Section 6A.

              (11)  Landlord and Tenant shall each pay for their own expenses
                    paid or incurred in connection with such dispute.

                                     -11-

 
         (12)  For the purposes of determining any Additional Rent pursuant to
               the terms hereof, the term "Operating Expenses" shall include
               reasonable operating expenses paid or incurred by Landlord
               (exclusive of all expenses for which Landlord is reimbursed
               directly by Tenant or any other Tenant in Building) for the
               normal operation of Landlord's Building and are herein defined to
               include, but are not limited to, the following:

               (a)  Salaries, wages, bonuses, hospitalization, medical, surgical
                    and general welfare benefits (including group insurance and
                    retirement benefits and all other fringe benefits) for non-
                    executive employees of Landlord or any contractor of
                    Landlord engaged in the operation, cleaning, repair, safety,
                    management and security of Landlord's Building, and any
                    social security, unemployment and other payroll or
                    government taxes which may be levied on account of any of
                    the foregoing.

               (b)  All janitorial supplies, tools and materials (including
                    uniforms and work clothes) used and necessary in the
                    operation and maintenance of Landlord's Building.

               (c)  The cost of water and sewage, gas, electricity and such
                    other fuel for the heating, lighting, ventilating and air-
                    conditioning of Landlord's Building.

               (d)  The cost of all necessary maintenance, repair and service
                    agreements on equipment, including protection service,
                    window cleaning and elevator maintenance, exterminating,
                    rubbish removal, janitorial service, landscaping and carpet
                    cleaning.

               (e)  Insurance premiums for xxxxxxx'x compensation, employer's
                    liability insurance, comprehensive general liability and
                    fire and extended coverage insurance and all other insurance
                    coverage that Landlord may reasonably deem necessary for the
                    operation of Landlord's building.

               (f)  The cost of non-capital and non-structural repairs,
                    replacements and general maintenance of the Building and the
                    real property described in Schedule A attached hereto
                    hereinafter referred to as the ("Land"), exclusive of
                    expenses of alterations of premises for the accommodation of
                    a specific Tenant or Tenants.

               (g)  Legal, accounting and other professional fees and
                    disbursements incurred in connection with the operation and
                    management of

                                     -12-

 
                    Landlord's Building (but not including legal fees and
                    disbursements incurred in connection with leases to Tenants
                    or potential Tenants of the Building, or disputes with
                    Tenants of the Building).

               (h)  Management fees paid to entities which are not affiliated
                    with Landlord (provided, however, that if no managing agent
                    is employed by Landlord, or if the managing agent is
                    affiliated with Landlord a sum in lieu thereof which is not
                    in excess of five (5%) percent of all rental income payable
                    to Landlord in connection with the Building, including,
                    without limitation, all Minimum Rent, Additional Rent for
                    Operating Expenses and utility service, as well as all other
                    escalations and special charges payable to Landlord.

               (i)  The cost of the rental of equipment designed to result in a
                    savings or reduction in the amount of Operating Expenses.

               (j)  Expenditures for capital improvements to the Building or any
                    part thereof, designed to result in a reduction in Operating
                    Expenses, amortized over their useful life as determined by
                    the Landlord in its reasonable discretion.

               (k)  Expenditures pursuant to Section 11B, amortized over their
                    useful life as determined by the Landlord in its reasonable
                    discretion.

          (13) Notwithstanding the foregoing provisions of Section 6A, the
               following costs, expenses and items shall be deemed to be
               excluded from the calculation of Operating Expenses:

               (a)  any amortization or depreciation of Landlord's acquisition
                    cost, development expenses or adjusted basis of the Building
                    (including, without limitation, any of the furnishings and
                    fixtures whereunto);

               (b)  interest and principal payments on debt of the Landlord or
                    debt which is secured with a lien on the Building, including
                    late fees, default interest and other costs charged to
                    Landlord with respect to such indebtedness excepting any
                    costs included in such indebtedness which are otherwise
                    defined as Operating Expenses;

                                     -13-

 
               (c)  any items otherwise properly constituting an Operating
                    Expense to the extent payment therefor is received from or
                    payable by tenants for services rendered or performed
                    directly for the account or such tenants;

               (d)  the cost of any repairs or alterations necessitated by a
                    condemnation action, eminent domain proceeding or other
                    taking by any governmental agency;

               (e)  marketing, advertising expenses and brokerage commissions;

               (f)  legal and accounting fees and court costs related to
                    disputes with tenants, the enforcement of any tenant leases,
                    the defense of Landlord's title to or interest in the
                    building or procuring new tenants or prospective new tenants
                    for the Building;

               (g)  the cost of any work or services performed exclusively for
                    any other tenant(s) of the Building;

               (h)  the cost of electricity to any portion of the Building paid
                    by tenant(s) of the Building;

               (i)  the cost of any work or service performed to the extent
                    related to any building or facility other than the Building,
                    unless such work or service benefits the Land, Building, or
                    Demised Premises;

               (j)  the cost of any Operating Expenses to the extent Landlord is
                    reimbursed by insurance, manufacturer's warranty, judgment,
                    award, other tenants, settlement, tax rebate or otherwise;

               (k)  insurance premiums to the extent Landlord is reimbursed
                    therefor;

               (l)  costs included in Operating Expenses representing an amount
                    paid to a person, firm, corporation or other entity related
                    to Landlord which is in excess of the amount which would
                    have been paid in the absence of such relationship (solely
                    to the extent of such excess);

               (m)  lease payments for rented equipment, the cost of which
                    equipment would constitute a capital improvement if the
                    equipment were purchased;

                                     -14-

 
               (n)  the incremental cost of HVAC, janitorial or other services
                    provided to or upon the direction of Tenant or one or more
                    other tenants of the Building during other than hours during
                    which such services are generally available to tenants of
                    the Building and the Tenant or tenant(s) requesting the
                    service have made direct payment to Landlord specifically
                    for such overtime usage;

               (o)  expenses attributable to defaults by any tenant of the
                    building other than Tenant, or any sums reimbursable to
                    Landlord by Tenant or any other tenant of the Building;

               (p)  costs and expenses which Landlord is required to or elects
                    to incur under Section 16 (Destruction, Fire and Other
                    Causes) and Section 17 (Eminent Domain) of this Lease;

               (q)  the costs of Landlord's Work pursuant to Exhibit B-1 hereto;

               (r)  ground rent paid by Landlord under any superior lease of the
                    Building;

               (s)  expenses incurred in connection with the financing,
                    refinancing, sale, transfer or other disposition of the
                    Building or the Land, or of the Landlord's interest therein;

               (t)  transfer, gains, franchise, gift, inheritance, estate, sales
                    and income taxes imposed upon Landlord or its property
                    manager;

               (u)  leasing commissions;

               (v)  the cost of tenant installations and decorations incurred in
                    preparing space for a tenant;

               (w)  administrative salaries, benefits and other compensation of
                    Landlord's employees above the grade of building manager,
                    and salaries of employees working in or managing any
                    commercial concession operated by Landlord or located in the
                    building;

               (x)  the cost of any work or services performed or other expenses
                    incurred in connection with installing, operating or
                    maintaining any specialty facility, unless Tenant is
                    permitted to make use of such facility without additional
                    cost; and


                                     -15-

 
               (y)  the cost of investigating and remediating any environmental
                    contamination and all costs of defending, challenging and
                    complying with any governmental orders requiring the
                    remediation of any environmental contamination;

               (z)  the cost of structural and capital repairs, discretionary
                    improvements, and capital or structural additions and
                    alterations, except to the extent they are includable in
                    Operating Expenses pursuant to sub-sections 6A.(12)(j) or
                    6A.(12)(k).

     B.   Tax Escalation

          (1)  For purposes of Section 6B:

               (a)  "Taxes" shall mean:

                        (i)    all real estate taxes and assessments (special or
                               otherwise), and any other governmental imposition
                               or charge of a similar or dissimilar nature,
                               which may be assessed, levied or imposed upon all
                               or any part of the Building and/or Land, whether
                               or not the same constitute one or more tax lots;

                        (ii)   a tax, assessment, levy, imposition or charge
                               measured by or based in whole or in part upon the
                               Demised Premises and imposed on Landlord;

                        (iii)  Except for taxes set forth in Section 6A(13)(t),
                               any other tax, assessment, levy, imposition,
                               charge or licensing fee, however described or
                               imposed; and

                        (iv)   excluding any income, franchise, estate,
                               inheritance, gift or sales taxes.

               (b)  "Base Tax Rate" shall mean the Taxes due for the twelve
                    month period from July 1, 1995 to June 30, 1996.

               (c)  "Tax Year" shall mean the twelve (12) month period
                    commencing July 1 of each year, or such other period of
                    twelve (12) months as may be duly adopted as the fiscal year
                    for real estate tax purposes in the Town of Westport.

                                     -16-

 
               (d)  "Tenant's Proportionate Tax Share" shall be as follows:

                        (i)    for the period of time that the Phase One Space
                               is deemed ready for occupancy, (50.0946%), which
                               percentage has been computed on the basis of a
                               fraction, the numerator of which is the agreed
                               rentable square foot area of Phase One in the
                               amount of 11,640 square feet, and the denominator
                               of which is the agreed rentable square foot area
                               of the Building in the amount of 23,236 square
                               feet;

                        (ii)   for the period of time that the Phase One and
                               Phase Two Spaces are deemed ready for occupancy,
                               (78.4988%), which percentage has been computed on
                               the basis of a fraction, the numerator of which
                               is the agreed rentable square foot area of Phase
                               One and Phase Two in the amount of 18,240 square
                               feet, and the denominator of which is the agreed
                               rentable square foot area of the Building in the
                               amount of 23,236 square feet;

                        (iii)  for the period of time that the entire Demised
                               Premises are deemed ready for occupancy, (100%),
                               which percentage has been computed on the basis
                               of a fraction; the numerator of which is the
                               agreed rentable square foot area of the Demised
                               Premises in the amount of 23,236 square feet, and
                               the agreed denominator of which is the rentable
                               square foot area of the Building in the amount of
                               23,236 square feet.

          (2)  If the Taxes for any Tax Year shall be more than the Base Tax
               Rate, Tenant shall pay, as Additional Rent for such Tax Year, an
               amount equal to Tenant's Proportionate Tax Share of the amount by
               which the Taxes for such Tax Year are greater than the Base Tax
               Rate (the Tax Payment). The Tax Payment shall be prorated, if
               necessary, to correspond with that portion of a Tax Year
               occurring within the Term. Tenant agrees to pay to Landlord the
               Tax Payment within twenty (20) days after notice of such Tax
               Payment.


                                     -17-

 
                    Regardless of the amount of time that passes before Landlord
                    makes its determination of the Tax Payment, Tenant will not
                    be relieved of its responsibility to pay the Tax Payment
                    that may be due, if any.

               (3)  If there shall be any increase in taxes for any Tax Year,
                    whether during or after such tax year, or if there shall be
                    any decrease in Taxes for any Tax Year during such Tax Year,
                    Landlord may furnish a revised Tax Statement for such Tax
                    Year, and Tenant's Tax Payment for such Tax Year shall be
                    adjusted in the same manner as provided in section 14.

               (4)  Tenant shall also pay to Landlord upon demand, as Additional
                    Rent, any occupancy tax or rent tax now in effect or
                    hereafter enacted, if payable by Landlord in the first
                    instance or hereafter required to be paid by Landlord
                    provided such tax is not in the nature of an income tax
                    assessed against the Landlord.

               (5)  Tenant shall pay to Landlord that portion of the real estate
                    tax levied pursuant to C.G.S. section 12-53a attributable to
                    the improvements made to the Demised Premises by or on
                    behalf of Tenant in excess of building standard
                    improvements. The real estate taxes resulting from such
                    assessment(s) shall be computed separately and billed to
                    Tenant, and shall be payable by Tenant as additional rent
                    within thirty (30) days of the rendition of the xxxx, at
                    each time that real estate taxes are payable by Landlord
                    with respect to the Demised Premises during the term of this
                    Lease.

          C.   Except as otherwise specifically provided herein, all Minimum
Rent and Additional Rent payable under this Lease shall be payable in advance
without notice, setoff or deduction of any kind.

     7.   USE OF PREMISES

     Tenant shall use the Demised Premises for office use, interactive computer
"on-line" marketing, computer "on-line" retail sales, other computer "on-line"
retail functions, and for no other purpose. Tenant shall not use or occupy or
suffer or permit the use or occupancy of any part of the Demised Premises for:

          A.   the commercial preparation of food or the conducting of a retail
business of any kind; or

          B.   the conduct of business in any other manner which in Landlord's
judgment would:


                                     -18-

 
               (1)  materially adversely affect the proper and economical
                    rendition of any service required to be furnished to any
                    Tenant in the building;

               (2)  materially adversely affect the use and enjoyment of any
                    part of the Building by any other Tenant;

               (3)  materially adversely affect the appearance, character or
                    reputation of the Building as a first-class institutional
                    office building;

               (4)  make fire casualty and general liability insurance
                    unobtainable at standard rates from any reputable insurance
                    company authorized to do business in Connecticut;

               (5)  cause, or be likely to cause, injury or damage to the
                    Building or to any Building equipment on the Demised
                    Premises;

               (6)  constitute a public or private nuisance;

               (7)  emit objectionable noise, fumes, vibrations, heat, chilled
                    air, vapors or odors, into or from the Building or the
                    Building equipment; or

               (8)  materially impair or interfere with any of the Building
                    services provided by Landlord, including the furnishing of
                    electrical energy, or the proper and economical cleaning,
                    heating and ventilating, air-conditioning or other services
                    of the Building.

          C.   The restrictions imposed by section 7, and the application
               thereof, shall not be limited or modified by the terms of any
               other provisions of this Lease.

          D.   No signs of any kind shall be installed or maintained by Tenant
               on the interior halls, doors nor exterior of the Building in
               which the Demised Premises are located, including the windows
               thereof, unless Landlord, in the exercise of its absolute
               discretion, shall give Tenant prior written consent to the
               installation or maintenance of such sign, such consent not to be
               unreasonably withheld or delayed. Landlord shall provide one sign
               for the benefit of Tenant on the door to the Demised Premises and
               shall further provide a directory of Tenants in the lobby of the
               Building.

               (1)  Landlord hereby expressly gives its consent to Tenant to the
                    installation of Tenant's name on the Building, provided such
                    installation shall be completed at Tenant's full cost and
                    expense, shall comply with all applicable governmental rules
                    and regulations, shall be done only by Landlord or
                    contractors, sub-contractors and mechanics approved by
                    Landlord (such approval not to be unreasonably withheld or
                    delayed),

                                     -19-

                    and shall be done in a good and workmanlike manner to
                    Landlord's reasonable satisfaction.

     8.   FIT UP

          A.   Landlord will prepare the Demised Premises for occupancy by
Tenant in accordance with Exhibit B-1, said improvements to be at Landlord's
expense.

          B.   Landlord agrees to diligently complete the work as set forth in
Section 8A hereof for Tenant's timely occupancy of the Demised Premises on the
Occupancy Dates and to complete the work in a good and workmanlike manner.

          C.   Landlord, at its sole cost and expense, shall paint the exterior
of the Building.

          D.   Landlord, at its sole cost and expense, shall complete the
landscaping of the property upon which the Building is located.

          E.   Landlord shall install a security system in the Building as set
forth on plans and specifications provided by Tenant to Landlord. Such plans and
specifications must be approved by Landlord, such approval not to be
unreasonably withheld or delayed. Landlord shall pay the cost and expense of
installing such system, such cost not to exceed the sum of $2,000.00. In the
event the cost of such installation is more than $2,000.00, Tenant shall pay
such excess amount to Landlord within 15 days of Landlord's submission to Tenant
of a written statement of such amount. Tenant shall own and maintain such
security system during the term of this Lease at Tenant's sole cost and expense.
At the expiration or sooner termination of this Lease, such security system
shall remain in the Demised Premises and shall become the property of the
Landlord. Landlord shall not be liable for any failure of such security system,
and Tenant shall indemnify and save harmless Landlord (and each Superior Lessor
or Superior Mortgagee) from and against any and all liability and damages, and
from and against any and all suits, claims and demands of every kind and nature,
including reasonable attorneys' fees and expenses, by or on behalf of any
person, firm, association or corporation arising out of or based upon the
installation, ownership and maintenance of such security system, unless caused
by or due to the negligence or willful misconduct of Landlord, or Landlord's
agents, contractors, servants or employees. Tenant hereby agrees that it will
provide Landlord with all necessary keys, codes or other information or items
necessary to allow Landlord reasonable access to the Demised Premises to perform
Landlord's obligations pursuant to this Lease.

     9.   TENANT'S IMPROVEMENTS AND ALTERATIONS

          A.   Tenant shall not make any alterations, additions, installments,
substitutions or improvements ("Tenant's Improvements") to the Demised Premises
without Landlord's prior written consent, such consent not to be unreasonably
withheld or delayed. Tenant's Improvements shall include all alterations,
installations, additions or improvements to the Demised Premises occurring

                                     -20-


after the Commencement Date of this Lease exclusive of the improvements to be
constructed pursuant to Section 8.

          B.   All such Tenant's Improvements shall be done pursuant to plans
and specifications approved by Landlord, shall be completed at Tenant's full
cost and expense, shall comply with all applicable governmental rules and
regulations, shall be done only by Landlord or contractors, sub-contractors and
mechanics selected solely by Landlord, shall be done in a good and workmanlike
manner to Landlord's reasonable satisfaction, using new materials and equipment
at least equal in quality and class to the original installations in the
Building, shall be done in a manner which will assure labor harmony at the
Building, shall be consistent with the uses permitted under this Lease, and in
all other respects shall comply with the terms and provisions of this Lease.

          C.   Tenant shall have the right to obtain three competitive bids from
contractors or sub-contractors other than Landlord for the construction of
Tenant's Improvements.  If Tenant elects to obtain such bids, it shall submit to
Landlord copies of the competitive bids to Landlord.  Landlord and Tenant agree
that GRP REALTY COMPANY, Landlord's property manager, shall then have the
absolute right, to be exercised within 10 business days of receipt of copies of
such bids from Landlord, to elect to perform such Tenant's Improvements at the
same cost and upon the same terms as shown in said contracts and sub-contracts.

          D.   If GRP REALTY COMPANY elects not to perform the construction of
such improvements itself, then Landlord and Tenant shall together select a
contractor or contractors from those bids procured by Tenant.

          E.   If any mechanics' lien is filed against the Demised Premises or
the Landlord's Building for work claimed to have been done for, or materials
claimed to have been furnished to Tenant, Tenant, at its sole cost and expense,
shall commence legal proceedings to discharge such liens within thirty (30) days
after the earlier to occur of receipt of notice of the filing of the lien from
the lienor or the receipt of written notice of the filing of the lien from
Landlord.  If Tenant shall fail to commence legal proceedings to discharge any
such lien within such thirty (30) day period, then Landlord shall have the
right, but not the obligation, to discharge such lien, by payment, bond or
otherwise, and the actual cost thereof shall be charged to Tenant, and such sum
due Landlord shall be deemed additional rent and shall be paid by Tenant within
10 (days) of being billed therefore.

          F.   Landlord shall not be liable for any failure of any Building
facilities or services caused by alterations, installations, and/or additions by
Tenant, and Tenant shall promptly correct any such failure after written notice.
In the event Tenant shall not promptly correct same within 10 days after notice,
Landlord may make such correction and charge Tenant for the actual cost thereof.
Such sum due Landlord shall be deemed additional rent and shall be paid by
Tenant promptly upon being billed therefor.  Tenant shall reimburse Landlord for
all reasonable expenses (including, without limitation, fees and expenses of any
architect or engineer) incurred by Landlord in connection with its decisions as
to whether to approve the proposed Tenant's Improvements.

                                     -21-

 
          G.   In addition to the foregoing, with respect to Tenant's
Improvements estimated to cost more than $5,000.00, Tenant shall pay to
Landlord, as Additional Rent, on receipt of an invoice, ten (10%) percent of the
cost of such Tenant's Improvements for indirect job costs, supervision and
coordination of the work performed in connection with such Tenant's
Improvements.

          H.   Prior to commencing any work pursuant to the provisions of
Section 9, Tenant shall furnish to Landlord:

               (1)  Six (6) copies of plans and specifications for all such
                    work, which plans and specifications shall be subject to
                    Landlord's written approval;

               (2)  A certificate evidencing that Tenant (or Tenant's
                    contractor(s) has (have) procured workers' compensation
                    insurance covering all persons employed in connection with
                    the work who might assert claims for death or bodily injury
                    against Landlord, Tenant, or the Building; and

               (3)  Such additional personal injury and property damage
                    insurance as Landlord may reasonably require because of the
                    nature of the work to be done by Tenant.

          I.   Except as provided in Section 9K, all Tenant's Improvements upon
the Demised Premises and any replacements therefore made by either party,
including all paneling, decorations, partitions, railing, mezzanine floors,
galleries and the like, affixed to the land shall, unless Landlord elects
otherwise (which election shall be made by giving written notice to Tenant not
less than thirty (30) days prior to the expiration or other termination of this
Lease or any renewal or extension thereof), become the property of Landlord and
shall remain upon, and be surrendered with the Demised Premises in the same
condition as when constructed or installed, reasonable wear and tear and damage
for which Tenant is not liable as set forth in this Lease excepted, as a part
thereof at the termination of this Lease, without compensation to Tenant.

          J.   In the event such Tenant's Improvements shall be removed by
Tenant, either at Tenant's choice or Landlord's request, Tenant shall be
responsible for the cost to Landlord to repair and restore the Demised Premises
to their initial fit up condition as per Section 8 herein, ordinary wear and
tear excepted, and save Landlord harmless from, all damages to the Demised
Premises caused by such removal, and all such removal, repair and restoration
shall be performed at Tenant's sole expense in a good and workmanlike manner to
Landlord's reasonable satisfaction.  Any such Tenant's Improvements not so
removed by Tenant shall be deemed abandoned by Tenant and shall become the
property of Landlord and any costs incurred by Landlord to remove Tenant's
Improvements which removal was requested by Landlord shall be the responsibility
of the Tenant.

          K.   Where furnished by or at the expense of Tenant, all movable
property, furniture, equipment, business machines, furnishings and trade
fixtures, including those affixed to the Land (including any vault), shall
remain the property of Tenant and shall be removed by Tenant at its expense at
or any time before the expiration of the Term of this Lease and in case of
damage by such

                                     -22-

 
removal, Tenant shall, at its sole expense, restore the Demised Premises and
Landlord's Building to their initial fit up condition as per Section 9 herein,
ordinary wear and tear excepted.

          L.   Tenant shall not place a load upon the first floor of the Demised
Premises that exceeds 100 pounds live weight per square foot.  Tenant shall not
place a load upon the second floor of the Demised Premises that exceeds 50
pounds live weight per square foot without Landlord's consent, such consent not
to be unreasonably withheld or delayed.  Subject to the preceding sentence, if
Tenant wishes to place any safes or vaults in the Demised Premises, it may do so
at its own expense after giving notice to Landlord, but Landlord reserves the
right to prescribe their weight and position.

          M.   Business machines and mechanical equipment in the Demised
Premises shall be placed and maintained by Tenant, at Tenant's sole expense, in
such manner as shall be sufficient, in Landlord's reasonable judgment, to
prevent excessive vibration, noise, annoyance and inconvenience to Landlord and
the other tenants of the Building.

          N.   Tenant's Improvements shall be performed in such a manner as not
to unreasonably interfere with or delay, and (unless Tenant shall indemnify
Landlord therefore to the latter's reasonable satisfaction) as not to impose any
additional expense upon, Landlord in the maintenance, security, cleaning,
repair, safety, management or operation of the Building, and if any such
additional expense shall be incurred by Landlord as a result of Tenant's
actions, such expense shall be paid by Tenant on demand as Additional Rent.

     10.  COMPLIANCE WITH INSURANCE REQUIREMENTS

          A.   Tenant shall not do nor permit to be done any act or thing upon
the Demised Premises which will invalidate or be in conflict with fire, public
liability or other insurance policies covering the Building and shall not do, or
permit to be done, any act or thing upon the Demised Premises which shall or
might subject Landlord to any liability or responsibility for injury to any
person or to property by reason of any business or operation being carried on at
the Demised Premises or for any reason.

          B.   Tenant at its sole expense shall comply with all rules, orders,
regulations and requirements of the boards of fire underwriters or other similar
body or authority having jurisdiction and shall not do or permit anything to be
done, in or upon the Demised Premises, or bring or keep anything therein, which
is prohibited by the fire department or any of such boards of fire underwriters
or other body or authority and which would increase the rate of fire insurance
applicable to the Building over that in effect on the Commencement Date of this
Lease.

          C.   If by reason of failure to comply with the provisions of Section
10 or by reason of the use or occupancy of the Demised Premises by Tenant the
fire insurance rate shall on the Commencement Date of this Lease or at any time
thereafter be higher than it otherwise would be, then Tenant upon demand of
Landlord shall reimburse Landlord, as Additional Rent under this Lease, for that
part of all fire insurance premiums thereafter paid by Landlord which shall have
been charged because of such failure or use of the Demised Premises by Tenant.

                                     -23-

 
     11.  COMPLIANCE WITH LAW

          A.   Tenant at its sole cost and expense shall provide safe and
healthful working conditions for the employees of Tenant and Tenant shall comply
with all laws, orders and regulations of Federal, State, County and Municipal
Authorities and with any direction of any duly authorized public officer or
officers having jurisdiction pursuant to law which shall impose any violation,
order or duty, upon Landlord or Tenant with respect to the Demised Premises and
arising from Tenant's specific use or occupancy thereof.

          B.   Except as set forth in Section 11A, Landlord shall comply with
all legal requirements applicable to the Demised Premises and/or the Building at
its sole cost and expense which shall not be included in Operating Expenses,
except to the extent that such cost and expense is related to compliance with a
life, health or safety code, rule, law or regulation imposed, ordered or
directed by an appropriate governmental authority, in which case the such cost
and expense shall be included in Operating Expenses as set forth in sub-section
6A.(12)(k).

     12.  SERVICES

          A.   The Demised Premises will be serviced by one elevator and Tenant
shall have access to the Demised Premises at all times during the term of this
Lease or any extension hereof.

          B.   Landlord shall, through the air-conditioning system of the
Building, furnish to the Demised Premises on an all-year-round basis, air
cooling, ventilation and heating, in accordance with the following standards:



 
                 Inside Condition            Outside Condition
--------------------------------------------------------------
                                       
Summer Cycle    76 Degrees D.B.F.            95 Degrees D.B.F.
                50% R.H.                     75 Degrees W.B.F.
--------------------------------------------------------------
Winter Cycle    72 Degrees D.B. F. minimum   0 Degrees F.
                75 Degrees D.B.F. maximum
--------------------------------------------------------------


          C.   Landlord will maintain the heating, ventilating and air-
conditioning system in a manner befitting a first-class office building and will
use all reasonable care to keep the same in proper and efficient operating
condition. Tenant shall cooperate fully with Landlord at all times and abide by
all regulations and requirements which Landlord may reasonably prescribe for the
proper functioning and protection of the heating, ventilating and air-
conditioning systems.

          D.   Notwithstanding anything to the contrary contained in this Lease,
Landlord shall not be obligated to provide services of any kind to the Tenant
except Monday through Friday of each week, between the hours of 8:00 A.M. and
6:00 P.M., and Saturday of each week between the hours of 9:00 A.M. and 1:00
P.M. Any such services shall be provided by the Landlord beyond said

                                     -24-

 
hours upon twenty four (24) hours' notice and shall be charged to the Tenant at
an hourly rate and payable upon demand as Additional Rent in the amount of
$30.00 per hour.

          E.   Landlord agrees to provide, except on Saturdays, Sundays and
State and Federal Holidays, cleaning service to the Demised Premises and the
common areas of the Building in accordance with Exhibit C attached hereto.

          F.   Except as otherwise provided below, Landlord shall provide the
services mentioned in Section 12 so long as Tenant is not in default under any
of the covenants of this Lease. Landlord reserves the right upon reasonable
notice to stop service of the heating, air conditioning, elevators, plumbing and
electric systems, when necessary, by reason of accident, or emergency, or for
repairs, alterations, replacements or improvements, in the reasonable and good
faith judgment of Landlord desirable or necessary to be made, until said
repairs, alterations, replacements or improvements shall have been completed.

          G.   Provided the Landlord uses reasonable efforts to minimize
inconvenience, annoyance, disturbance, loss of business or other damage to
Tenant, Landlord shall have no responsibility or liability, except at provided
for herein, for failure to supply heat, air conditioning, elevator, plumbing,
electric and cleaning services, when said failure is due to strikes, accidents
or emergencies, or to repairs, alterations, replacements or improvements, in the
reasonable, good faith judgment of Landlord desirable or necessary to be made,
until said repairs, alterations, replacements, or improvements shall have been
completed. In the event a failure to supply such services to all or a portion of
the Demised Premises continues for a period of seven (7) consecutive days and
the affected portion of the Demised Premises is rendered untenantable due to
such failure, Tenant shall be entitled to an abatement of Rent and Additional
Rent otherwise due and payable hereunder on a per diem basis, in an amount
equivalent to the proportion which the affected area of the Demised Premises
bears to the total area of the Demised Premises.

     13.  INSURANCE

          A.   Tenant shall not violate, or permit the violation of, any
condition imposed by the standard fire insurance policy then issued for office
buildings in the Town of Westport and shall not do, or permit anything to be
done, or keep or permit anything to be kept in the Demised Premises which would
subject Landlord to any liability or responsibility for personal injury or death
or property damage, or which would increase the fire or other casualty insurance
rate on the Building or the property therein over the rate which would otherwise
then be in effect (unless Tenant pays the resulting premium as provided in
Section 10), or which would result in insurance companies of good standing
refusing to insure the Building or any of such property in amounts reasonably
satisfactory to Landlord.

          B.   Tenant covenants to provide on or before the Commencement Date
and to keep in force during the Term at its own cost and expense, the following
insurance coverages:

                                     -25-

 
               (1)  A Landlord's protective liability insurance policy naming
                    Landlord (Landlord's agent, and all Superior Lessors and
                    Superior Mortgagees, if any) as insureds, and protecting
                    Landlord (Landlord's agent, and all Superior Lessors and
                    Superior Mortgagees) and Tenant against any liability
                    whatsoever occasioned by accident on or about the Demised
                    Premises or any appurtenances thereto. Such policy is to be
                    written by good and solvent insurance companies authorized
                    to do business in the State of Connecticut and the limits of
                    liability thereunder shall not be less than the amount One
                    Million ($1,000,000.00) Dollars in respect of any one
                    person, in the amount of Three Million ($3,000,000.00)
                    Dollars in respect of any one accident, and in the amount of
                    One Million ($1,000,000.00) Dollars in respect of property
                    damage. Such insurance may be carried under a blanket policy
                    covering the Demised Premises and other locations of Tenant,
                    if any, provided that the protection to be provided to
                    Landlord (Landlord's agent, and all Superior Lessors and
                    Superior Mortgagees) pursuant to Section 13B shall not be
                    diminished by virtue of such blanket policy or the joinder
                    of other parties as insureds thereunder;

               (2)  Fire and extended coverage insurance in an amount adequate
                    to cover the full cost of replacement of all personal
                    property, furnishings equipment, and Tenant's Work located
                    in the Demised Premises. Such policy shall be written by
                    good and solvent insurance companies authorized to do
                    business in the State of Connecticut.

          C.   Prior to the time any insurance specified in Section 13 is first
 required to be carried by Tenant and thereafter, at least fifteen (15) days
 prior to the expiration of such policies, Tenant agrees to deliver to Landlord
 either duplicate originals of the aforesaid policies or certificates evidencing
 such insurance, together with evidence of payment for the policies. Tenant's
 failure to provide and keep in force the aforementioned insurance shall be
 regarded as a material default hereunder, entitling Landlord to exercise any or
 all of the remedies as provided in this Lease in the event of Tenant's default.

          D.   In addition to the foregoing, upon failure of Tenant to procure,
maintain or place such insurance and pay all premiums and charges therefore,
Landlord, after reasonable advance notice to Tenant, may do so (but shall not be
obligated to do so) and in such event Tenant agrees to pay the amount therefore,
plus interest thereon at a rate equal to the lesser of two (2%) percent over the
prime rate then in effect at Chase Manhattan Bank, N.A., or the maximum legal
rate then prevailing (the "Interest Rate"), from the date of such payment by
Landlord until payment in full by Tenant to Landlord as Additional Rent, which
payment shall be due upon demand.

          E.   The parties hereto do hereby waive, any and all rights of
recovery against the other, or against the officers, shareholders, employees,
partners, agents and representatives of the other, for loss of or damage to the
property of the waiving party to the extent such loss or damage is

                                     -26-

 
insured against under any insurance policy carried by Landlord or Tenant
hereunder.  In addition, the parties hereto shall procure an appropriate clause
in, or endorsement on, any fire or extended coverage insurance covering the
Demised Premises, the Building and personal property, fixtures and equipment
located thereon or therein, pursuant to which the insurance companies waive
subrogation or consent to a waiver of right of recovery, and, subject to
obtaining such clauses or endorsements of waiver of subrogation or consent to a
waiver of right of recovery, hereby agree not to make any claim against or seek
to recover from the other for any loss or damage to its property or the property
of others resulting from fire or other hazards covered by such fire and extended
coverage insurance.  If the payment of an additional premium is required for the
inclusion of such waiver of subrogation or consent to waiver provision, each
party shall advise the other of the amount of any such additional premiums and
the other party, at its own election may, but shall not be obligated to, pay the
same.  If such other party shall not elect to pay such additional premium, the
first party shall not be required to obtain such waiver of subrogation or
consent to waiver provision.

          F.   As to each party hereto, provided such party's right of full
recovery under the applicable insurance policy is not adversely affected, such
party hereby releases the other (its servants, agents, contractors, employees
and invites) with respect to any claim (including a claim for negligence) which
it might otherwise have against the other party for loss, damages or destruction
of the type covered by such insurance with respect to its property by fire or
other casualty; i.e., in the case of Landlord, as to the Building, and in the
case of Tenant, as to Tenant's property (including rental value or business
interruption, as the case may be) occurring during the Term of this Lease.

          G.   Landlord shall maintain in effect throughout the Lease Term and
any Renewal Term 100% replacement cost fire and other hazard insurance on the
Building and, until such time as Tenant occupies 100% of the Building, liability
insurance with respect to the vacant Phases of the Building in the forms and
amounts specified in Section 13B above.

     14.  LIABILITY OF LANDLORD

          A.   Landlord and its agents shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the Building, nor for
the loss or damage to any property of Tenant by theft or otherwise. Landlord and
its agents shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain, or snow or leaks from any part of the Building or from the pipes,
appliances, or plumbing works or from the roof, street, or subsurface or from
any other place or by dampness or by any other cause of whatsoever nature,
unless caused by or due to the negligence or wilful misconduct of Landlord, its
agents, contractors, servants or employees; nor shall Landlord or its agents be
liable for any such damage caused by operations in construction of any private,
public or quasi-public work; nor shall Landlord be liable for any latent defect
in the Demised Premises or in the Building or in its surrounding grounds;
provided, however, that Landlord shall remedy such defect at its sole cost and
expense, if the terms of this Lease require such remediation. Tenant's
obligations hereunder shall survive the termination or expiration of this Lease.

                                     -27-

 
          B.   Tenant shall give immediate notice to Landlord in case of
accidents in the Demised Premises or in the Building or defects discovered
therein or in any fixtures or equipment. Tenant (and the partners constituting
Tenant, jointly and severally) shall indemnify and save harmless Landlord (and
each Superior Lessor or Superior Mortgagee) from and against any and all
liability and damages, and from and against any and all suits, claims and
demands of every kind and nature, including reasonable attorneys' fees and
expenses, by or on behalf of any person, firm, association or corporation
arising out of or based upon any accident, injury or damage, however occurring,
which shall or may happen on or about the Demised Premises during the term of
this Lease, and from and against any matter or thing growing out of the
condition, maintenance, repair, alteration, use, occupation or operation of the
Demised Premises by Tenant, unless caused by or due to the negligence or willful
misconduct of Landlord, or Landlord's agents, contractors, servants or
employees.

          C.   Tenant shall have no obligation or liability under this Lease by
reason of any environmental condition (including, but not limited to, the
presence of any hazardous substances or hazardous waste, polychlorinated
biphenyls, or materials containing asbestos) present or existing on or in any
portion of the Building, Demised Premises or any adjoining land or wetlands on
the Commencement Date, or which may migrate onto any portion of the Land,
Building or Premises subsequent to the Commencement Date, unless due to the
actions or non-actions of Tenant. Landlord shall indemnify and hold Tenant
harmless from and against any and all loss, damages, cost, claim, liability or
expense (including without limitation, reasonable attorneys fees and court
costs) commenced or asserted against Tenant and arising out of any environmental
condition which comes within the scope of the first sentence of this section.
Landlord's obligations hereunder shall survive the termination or expiration of
this Lease.

          D.   There shall be absolutely no personal liability on the part of
Landlord to Tenant with respect to any of the terms, covenants and conditions of
this Lease and Tenant shall look solely to the equity of Landlord or any
successor in interest to Landlord in the fee or leasehold estate which the
Landlord has in the Building, as the case may be, for the satisfaction of each
and every remedy of the Tenant in the event of any breach by Landlord or by any
successor in interest to Landlord of any of the terms, covenants and conditions
of the Lease to be performed by Landlord. Such exculpation of personal liability
is to be absolute and without any exception whatsoever.

     15.  REPAIRS

          A.   Tenant shall, at its sole cost and expenses, make such repairs to
the Demises Premises and the fixtures and appurtenances therein as are
necessitated by the willful misconduct, omission, or negligence of Tenant (and
except for fire or other casualty caused by Tenant's negligence, if the fire or
other casualty insurance policies insuring Landlord are not invalidated by this
provision) or by the use of the Demised Premises in a manner contrary to the
purposes for which same are leased to Tenant, as and when needed to preserve
them in good working order and condition.

                                     -28-

 
          B.   All damage or injury to the Demised Premises and to its fixtures,
appurtenances and equipment caused by Tenant moving property in or out of the
Building or by installation or removal of furniture, fixtures or other property,
and for which Landlord has not been and will not be reimbursed by insurance,
shall be repaired, restored or replaced promptly by Tenant at its sole cost and
expense, which repairs, restorations and replacements shall be in quality and
class equal to the original work or installations.

          C.   If Tenant fails to make such repairs, restorations or
replacements, Landlord, after ten (10) days advance notice to Tenant, may make
such repairs, restorations or replacements at the expense of Tenant and such
expense shall be collectible as additional rent and shall be paid by Tenant
within fifteen (15) days after rendition of a xxxx therefor. Landlord, at its
expense, shall effect all necessary repairs in and to the Demised Premises which
are not the obligation of Tenant hereunder.

          D.   The exterior walls of the building, the portions of any window
xxxxx outside the windows and the windows are not part of the Demised Premises
and Landlord reserves all rights to such parts of the Building. Landlord shall
be responsible for the maintenance and repair of such exterior walls, portions
of the window xxxxx and windows, except for any repair required as a result of
the negligence or willful acts of Tenant, its agents or employees, which repair
Landlord shall effect at Tenant's sole cost and expense.

          E.   All repairs made by or on behalf of Tenant, or any person
claiming through or under Tenant, shall be made and performed in conformity with
the provisions of Section 15 and Section 11 and shall be at least equal in
quality and class to the original work or installation or the then standards for
the Building established by Landlord.

     16.  DESTRUCTION, FIRE AND OTHER CAUSES

          A.   If the Demised Premises and/or access thereto shall be partially
or totally damaged or destroyed by fire, by casualties, by the elements, or Acts
of God, Landlord shall, subject to its rights and Tenant's rights under Section
16C hereof, repair the damage and restore and rebuild the Demised Premises
and/or access thereto, as nearly as may be reasonably practical, to its
condition and character immediately prior to such damage or destruction, with
reasonable diligence, after notice to it of the damage or destruction.

          B.   If the Demised Premises and/or access thereto shall be partially
or totally damaged or destroyed by fire, by casualties, by the elements, or Acts
of God, not attributable to the fault, negligence or misuse of the Demised
Premises by the Tenant, its agents, employees, visitors or invitees under the
provisions of this Lease, the rents and all other charges imposed on and payable
by Tenant hereunder shall be abated to the extent that the Demised Premises
shall have been rendered untenantable and from the date of such damage or
destruction to the date the damage shall be substantially repaired or restored
or rebuilt. Should Tenant re-occupy a portion of the Demised Premises during the
period that the repair, restoration, or rebuilding is in progress and prior to
the

                                     -29-

 
date that the same are made completely tenantable, rents allocable to such
portion shall be payable by Tenant from the date of such occupancy to the date
Demised Premises are made Tenantable.

          C.   In case of substantial or total damage or destruction of the
Demised Premises:

               (1)  Landlord shall, within sixty (60) days of such damage or
                    destruction, notify Tenant, in good faith and in writing, as
                    to whether or not such damage or destruction can be
                    renovated or reconstructed within ninety (90) days from the
                    date of said written notice.

               (2)  If, in Landlord's reasonable judgment, such damage or
                    destruction cannot be renovated or reconstructed within said
                    ninety (90) day period, then either Tenant or Landlord may,
                    at its option, terminate this Lease and the term and estate
                    hereby granted, by notifying the other party in writing of
                    such termination within ten (10) days after the date of
                    Landlord's notice. Such termination shall be effective ten
                    (10) business days after the date of the termination notice,
                    and this Lease will terminate as if the date of termination
                    were the Expiration Date, and all rights, duties and
                    obligations of the parties pursuant to this Lease shall be,
                    in effect as if the Lease had expired on the Expiration
                    Date.

               (3)  If such damage or destruction occurs during the last year of
                    the Term or, of any Renewal Term, Tenant may, at its option,
                    terminate this Lease and the term and estate hereby granted,
                    by notifying the Landlord in writing of such termination
                    within ten (10) days after the date of such damage or
                    destruction. Such termination shall be effective ten (10)
                    business days after the date of the termination notice, and
                    this Lease will terminate as if the date of termination were
                    the Expiration Date, and all rights, duties and obligations
                    of the parties pursuant to this Lease shall be in effect as
                    if the Lease had expired on the Expiration Date.

          D.   If Landlord's notice states that the damage can be renovated or
reconstructed within ninety (90) days from the date of said notice, then
Landlord shall promptly proceed, with all due diligence, to restore and rebuild
the Demised Premises; and this Lease shall continue in full force and effect and
rent shall xxxxx pursuant to Section 16B. In the event that the premises are not
fully repaired and restored within said ninety (90) day period, and the Landlord
has proceeded with all due diligence but has been delayed by adjustment of
insurance, labor trouble, governmental controls, Acts of God, or any other cause
beyond Landlord's control (excluding financial inability), then the time for
Landlord to complete said reconstruction and repair shall be extended by such
additional time as equals the aggregate period the Landlord has been delayed,
unless such delay exceeds 180 days from the date of such notice, in which event
Tenant may terminate this Lease upon, 10 days written notice to Landlord.

                                     -30-

 
          E.   If at any time prior to Landlord giving Tenant such notice of
termination pursuant to Section 16C above or commencing the repair and
restoration pursuant to Section 15.1 above, the holder of a superior mortgage or
any person claiming under or through the holder of such superior mortgage takes
possession of the building through foreclosure or otherwise, such holder or
person shall have a further period of ten (10) days from the date of so taking
possession to terminate this Lease by appropriate notice to Tenant. In the event
that such a notice of termination shall be given pursuant to Section 16C, this
Lease and term and estate hereby granted shall expire as of the date of such
termination with the same effect as if that were the date set forth as the
expiration of the term of this Lease and the fixed and additional rent due and
to become due hereunder shall be apportioned as of such date if not earlier
abated pursuant to Section 16B.

          F.   During the period of repair and restoration of the Demised
Premises, Landlord shall use its best efforts to assist Tenant in securing
alternate office space, provided that Tenant shall have no obligation to lease
such alternate space from Landlord.

          G.   No damages, compensation, or claim shall be payable by Landlord
for inconvenience, loss of business, or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the Building pursuant
to this Section. Landlord shall use its best efforts to effect such repair or
restoration promptly and in such manner as to not unreasonably interfere with
Tenant's use and occupancy.

          H.   Landlord will not carry insurance of any kind on Tenant's
property, and, except as provided by law or its breach of any of its obligations
hereunder, shall not be obligated to repair any damage thereto or replace the
same.

          I.   The provisions of this section shall be considered an express
agreement governing any case of damage or destruction of the Demised Premises by
fire, by casualties, by the elements, or Acts of God, and any law to the
contrary, now or hereafter in force, shall have no application in such case.

          J.   Notwithstanding any of the foregoing provisions of this section,
if Landlord or the holder of any superior mortgage shall be unable to collect
all of the insurance proceeds (including rent insurance proceeds) applicable to
damage or destruction of the Demised Premises or the Building by fire or other
cause, by reason of negligence on the part of Tenant, or any of its employees,
agents, visitors, invitees, or contractors, then, without prejudice to any other
remedies which may be available against Tenant, the abatement of Tenant's rents
provided for in this section shall not be effective to the extent of any
insurance deductible paid by Landlord.

     17.  EMINENT DOMAIN

          A.   In the event (i) the whole of the Demised Premises, or (ii) a
portion of the Demised Premise large enough to prevent Tenant from continuing to
operate its business in a reasonable manner, be acquired or condemned by eminent
domain for any public or quasi-public use

                                     -31-

 
or purpose, then and in that event, the Term of this Lease shall cease and
terminate from the date of title vesting in such proceeding or the termination
of the right to possession, whichever is earlier.

          B.   In the event any substantial part thereof or of Landlord's
Building or of the structure of which Landlord's Building is a part is so
acquired or condemned as to render the Demised Premises untenantable or in the
event that a part of Landlord's Building, other than the Demised Premises, shall
be so condemned or taken and if, in the opinion of Landlord, the Building should
be restored in such a way as to alter the Demised Premises materially, the
Landlord may terminate this Lease and the Term and the estate hereby granted by
notifying Tenant in writing of such termination, not less than thirty (30) days
after giving such notice, as fully and completely as if such date were the date
hereinbefore set forth for the expiration for the term of this Lease, and the
rent hereunder shall be apportioned as of said date.

          C.   Tenant shall have no claim against Landlord for the value of any
unexpired Term of said Lease, nor a claim to any part of an award in such
proceeding and rent shall be adjusted and paid to the date of such
determination.

          D.   Nothing herein contained shall be deemed to affect or be in
derogation of any right or rights of Tenant against the condemning authority to
claim and recover damages, if any, to or for the taking of its movable fixtures
and equipment or expenses or removal or relocation resulting from any such
condemnation or acquisition, provided that any such damages awarded to Tenant
shall not reduce the award payable to Landlord.

     18.  ASSIGNMENT, MORTGAGE, ETC.

          A.   Tenant may, without the necessity of obtaining the Landlord's
consent and without the same being deemed an event of default hereunder:

               (1)  assign or sublet its interest in this Lease, in whole or in
                    part, to:

                    (a) any person or persons owning a majority of the
                        partnership interest of Tenant on the date this Lease is
                        executed;

                    (b) any entity in which the majority of the total interest
                        is owned by the owner or owners of the majority of the
                        partnership interest of the Tenant on the date this
                        Lease is executed;

                    (c) any transferee of a majority of the Tenant's business
                        assets, providing such transferee assumes Tenant's
                        liabilities and has a net worth not less than that of
                        the Tenant immediately prior to such transfer; and

               (2)  transfer a majority, or all of the partnership interest of
                    the Tenant, voluntarily or involuntarily, to any individual
                    or individuals related to


                                     -32-

 
                    the holder or holders of a majority of the partnership
                    interest of the Tenant on the date this Lease is executed.

          B.   Except as set forth in Section 18A, if Tenant intends to (i)
assign all of its interest under the Lease, or (ii) sublet more than seventy-
five percent (75%) of the area of the Demised Premises for substantially all of
the then unexpired Term of this Lease, then in either such event, Tenant shall
provide Landlord with written notice of Tenant's intention and Landlord shall
have the exclusive option, for a period of twenty (20) days from and after
receipt of such notice from Tenant, to elect to terminate this Lease effective
forty-five (45) days (the "Termination Date") after written notice of such
termination election is delivered to Tenant, in which event Tenant shall quit,
surrender and vacate the Demised Premises as of the Termination Date as if such
date were the scheduled Expiration Date hereunder. Landlord's failure to notify
Tenant of Landlord's election to terminate this Lease within the time and in the
manner provided above shall be deemed to constitute Landlord's election not to
terminate this Lease in which event Tenant may, within the next one hundred
twenty (120) days, subject to the terms and conditions of Section 18C, assign or
sublet this Lease. If Tenant does not assign or sublet this Lease within such
one hundred twenty (120) day period, then Landlord's termination option shall be
deemed to be reinstated.

          C.   Except as set forth in Sections 18A and 18B, Tenant, for itself,
its heirs, legal representatives, successors and assigns, expressly covenants
that it shall not assign, mortgage, pledge, encumber or otherwise transfer this
Lease, nor sublet, or suffer or permit the Demised Premises or any part thereof
to be used by others, nor advertise any part of the Demised Premises as being
available to Tenants or subtenants, without the prior written consent which
shall not be unreasonably withheld or delayed by Landlord in each instance,
provided:

               (1)  That Tenant shall not be in default beyond any applicable
                    notice or cure periods of any provision of this Lease;

               (2)  That Tenant shall furnish Landlord with the name and address
                    of the proposed subtenant, a counterpart of the proposed
                    subleasing agreement, and reasonably satisfactory
                    information with respect to the nature and character of the
                    business of the proposed subtenant together with current
                    financial information and references reasonably satisfactory
                    to Landlord;

               (3)  In the reasonable judgment of Landlord the proposed
                    subtenant is of a character and engaged in a business such
                    as are in keeping with the standards of Landlord in those
                    respects for the building;

               (4)  The purposes for which the proposed subtenant intends to use
                    the portion of the premises sublet to it are uses expressly
                    permitted by and not expressly prohibited by this Lease and
                    shall not be substantially more intense (by virtue of
                    density of occupancy, hours of use, or otherwise) than that
                    of the Tenant;

                                     -33-

 
          D.   Except as set forth in Sections 18A and 18B, Landlord shall have
a right of first refusal to sublet the Demised Premises from Tenant. If Tenant
is successful in obtaining a prospective sublessee for the Demised Premises,
Tenant shall first give notice to Landlord that it has obtained such prospective
sublessee and the material terms of the sublease. Landlord shall then have 30
days from the date of receipt of such notice to exercise its right in writing to
sublease the Demised Premises from the Tenant on the same terms. If Landlord
fails to exercise its right of first refusal, Tenant may then proceed to
effectuate the proposed sublease in accordance with the terms of Section 18.

          E.   If this Lease be assigned, or if the Demised Premises or any part
thereof be sublet or occupied by anybody other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, subtenant or occupants of
Tenant and apply the net amount collected to the rent herein reserved, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, subtenant or occupants of
Tenant, or a release of Tenant from the further performance by Tenant of the
covenants on the part of Tenant herein contained.

          F.   In the event that Tenant at any time desires to have Landlord
sublet the Demised Premises for Tenant's account, Landlord or Landlord's agents
are authorized to receive keys for such purposes without releasing Tenant from
any of the obligations under this Lease.  The consent by Landlord to an
assignment or subletting shall not in any way be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or subletting.

          G.   Each permitted assignee or transferee shall assume and be deemed
to have assumed this Lease and shall be liable for the payment of the Minimum
Rent and Additional Rent and for the due performance of all the terms,
covenants, conditions and agreement herein contained on Tenant's part to be
performed for the Term of this Lease arising from and after the date of such
assignment.

          H.   No assignment shall be binding on Landlord unless such assignee
or Tenant shall deliver to Landlord a duplicate original of the instrument of
assignment, in form reasonably satisfactory to Landlord, containing a covenant
of assumption by the assignee of all of the obligations aforesaid and shall
obtain from Landlord the aforesaid written consent, prior thereto.

          I.   In no event shall any permitted sublessee assign or encumber its
sublease or further sublet all or any portion of its sublet space, or otherwise
suffer or permit the sublet space or any part thereof to be used or occupied by
others, without Landlord's prior written consent in each instance.

          J.   Any assignment, sublease, mortgage, pledge, encumbrance or
transfer in contravention of the provisions of Section 18 shall be void.

                                     -34-

 
          K.   The original named Tenant covenants that, notwithstanding any
assignment or transfer, whether or not in violation of the provisions of this
Lease, and notwithstanding the acceptance of Minimum Rent and/or Additional Rent
by Landlord from an assignee, transferee, or any other party, the original named
Tenant shall remain fully liable for the payment of the Minimum Rent and
Additional Rent and for the other obligations of this Lease on the part of
Tenant to be performed or observed.

          L.   If Landlord shall give its consent to any assignment of this
Lease or to any sublease, Tenant shall in consideration therefore, pay to
Landlord, as Additional Rent:

               (1)  In the case of an assignment, fifty percent (50%) of the
                    amount by which all sum and other considerations including,
                    without limitation, sums designated by the assignee as paid
                    for the purchase of Tenant's property, less the then net
                    unamortized or undepreciated cost thereof determined on the
                    basis of Tenant's federal income tax returns, or, if Tenant
                    does not file such returns, on the same basis as carried on
                    Tenant's books) paid to Tenant by the assignee for or by
                    reason of such assignment exceeds the brokerage commissions
                    actually paid by Tenant in connection with such assignment
                    and other expenses (including legal fees) reasonably
                    incurred by Tenant in connection with such assignment; and

               (2)  In the case of a sublease, fifty percent (50%) of the amount
                    by which any rents, additional charges or other
                    consideration paid to Tenant by the sublessee in respect of
                    the sublet space exceeds the sum of (a) the Minimum Rent and
                    Additional Rent accruing during the term of the sublease in
                    respect of the sublease space (at the rate per rentable
                    square foot payable by Tenant hereunder), (b) brokerage
                    commissions actually paid by Tenant in connection with the
                    sublease (amortized over the term of the sublease), and (c)
                    other expenses (including legal fees) reasonably incurred by
                    Tenant in connection with the sublease. The sums payable
                    under Section 18L.(2) shall be paid to Landlord as and when
                    payable by Tenant.

          M.   If Tenant is a corporation, the provisions of Section 18C shall
apply to a transfer (by one or more transfers) of a majority of the stock of
Tenant as if such transfer of a majority of the stock of Tenant were an
assignment of this Lease. For purposes of determining whether a majority of the
stock of Tenant has been transferred, the attribution rules set forth by the
Internal Revenue Code as in effect on the date hereof, shall be applied.

          N.   If Tenant is a partnership, the provisions of Section 18C shall
apply to a transfer (by one or more transfers) of any interest in the
partnership, as if such transfer were an assignment of this Lease.

                                     -35-

 
     19.  CONDITIONS OF LIMITATION

          A.   This Lease and the Term and estate hereby granted are subject to
the limitation that if any one or more of the following events (herein sometimes
called "Events of Default" shall happen:

               (1)  If Tenant fails to make due and punctual payment of any
                    Minimum Rent, or Additional Rent payable under this Lease or
                    any part thereof for a period of ten (10) days after notice
                    from Landlord to Tenant specifying the items in default; or

               (2)  If Tenant fails in the performance or compliance with any of
                    the agreements, terms, covenants or conditions in this Lease
                    provided, other than those referred to in the foregoing
                    Section 19A.(1) for a period of ten (10) days after notice
                    from Landlord to Tenant specifying the items in default, or
                    in the case of a default or a contingency which cannot with
                    due diligence be cured within said ten (10) day period to
                    cure the same and thereafter to prosecute the curing of such
                    default with due diligence (it being intended in connection
                    with a default not susceptible of being cured with due
                    diligence within said ten (10) day period that the time of
                    Tenant within which to cure the same shall be extended for
                    such period as may be necessary to complete the same with
                    all due diligence); or

               (3)  Whenever Tenant shall abandon the Demised Premises (unless
                    as a result of a casualty or taking) for a period of thirty
                    (30) consecutive days, or shall fail to take occupancy of
                    the Demised Premises within thirty (30) days after the
                    Commencement Date;

               then and in any such event Landlord at any time thereafter may
               give written notice to Tenant specifying such event of default or
               events of default and stating that this Lease and the Term hereby
               demised shall expire and terminate on the date specified in such
               notice, which shall be at least ten (10) days after the giving of
               such notice, and upon the date specified in such notice this
               Lease and the Term hereby demised and all rights of Tenant under
               this Lease, including any renewal privileges whether or not
               exercised, shall expire and terminate, and Tenant shall remain
               liable as hereinafter provided.

          B.   Whenever Tenant shall make an assignment of the property of
Tenant for the benefit of creditors, or whenever a permanent receiver of Tenant
or of or for the property of Tenant shall be appointed, or if Tenant claims that
it is unable to pay its debts as they become due, then, Landlord, (a) at any
time after receipt of notice of the occurrence of any such event, or (b) if such
event occurs without the acquiescence of Tenant, at any time after the event
continues for ninety (90) days, may give Tenant a notice of Landlord's intention
to end the term of this Lease at the expiration

                                     -36-

 
of five (5) days from the date of service of such notice of intention, and upon
the expiration of said five (5) day period this Lease and the Term and estate
hereby granted, whether or not the Term shall theretofore have commenced, shall
terminate with the same effect as if that day were the Expiration Date, but
Tenant shall remain liable for damages as provided in Section 20.

          C.   If this Lease shall be assumed or assigned by a trustee pursuant
to the provisions of Title 11 of the United States Code ("Bankruptcy Code"), the
trustee shall cure any default under this Lease and shall provide such adequate
assurance of future performance of this Lease as are provided in Section
365(b)(3) of the Bankruptcy Code.

     20.  REMEDIES OF LANDLORD

          A.   In case of any such default pursuant to Section 19 of this Lease,
re-entry, expiration, and/or dispossession by summary process or otherwise:

               (1)  The rent shall become due thereupon and be paid up to the
                    time of such re-entry, dispossession, and/or expiration,
                    together with such reasonable expenses as Landlord may incur
                    for legal expenses, reasonable attorneys' fees, brokerage,
                    and/or putting the Demised Premises in good order or for
                    preparing the same for re-rental;

               (2)  Landlord may re-let the premises, or any part or parts
                    thereof, as Tenant's agent, in the name of Landlord, or
                    otherwise, for a term or terms which may, at Landlord's
                    option, be less than or exceed the period which would
                    otherwise have constituted the balance of the term of this
                    Lease and may grant free concessions or free rent as may be
                    reasonable; and/or

               (3)  Tenant, or the legal representatives of Tenant, shall also
                    pay Landlord, as liquidated damages for the failure of
                    Tenant to observe and perform Tenant's covenants herein
                    contained, any deficiency between the rent hereby reserved
                    and/or covenanted to be paid and the net amount, if any, of
                    the rents collected on account of the Lease of the Demised
                    Premises for each month of the period which would otherwise
                    have constituted the balance of the term of this Lease. The
                    failure of Landlord to re-let the premises, or any part or
                    parts thereof, shall not release or affect Tenant's
                    liability for damages.

               (4)  In computing such liquidated damages, there shall be added
                    to said deficiency such reasonable expenses as Landlord may
                    incur in connection with re-letting, such as legal expenses,
                    reasonable attorneys' fees, brokerage fees, and for keeping
                    the Demised Premises in good order or for preparing the same
                    for re-letting. Any such liquidated damages shall be due and
                    payable on the basis of the rent which had

                                     -37-

 
                    become due and payable for the month prior to the default,
                    and any suit brought to collect the amount of the deficiency
                    for any month shall not prejudice in any way the rights of
                    Landlord to collect the deficiency for any subsequent month
                    by a similar proceeding.

               (5)  Landlord, at Landlord's option, may make such reasonable
                    alterations, repairs, replacements, and/or decorations in
                    the Demised Premises as Landlord, in Landlord's reasonable
                    judgment, considers advisable and necessary for the purpose
                    of re-letting the Demised Premises; and the making of such
                    alterations and/or decorations shall not operate or be
                    construed to release Tenant from liability hereunder as
                    aforesaid.

               (6)  Landlord shall in no event be liable in any way whatsoever
                    for failure to relet the Demised Premises, or in the event
                    that the Demised Premises are relet, for failure to collect
                    the rent thereof under such reletting, provided Landlord
                    uses reasonable efforts to mitigate its damages if the Lease
                    is terminated.

               (7)  In the event of a breach or threatened breach by Tenant to
                    any of its obligations under this Lease, Landlord shall also
                    have the right of injunction. The special remedies to which
                    Landlord may resort hereunder are cumulative and are not
                    intended to be exclusive of any other remedies or means of
                    redress to which Landlord may evoke any remedy allowed at
                    law or in equity as if specific remedies were not provided
                    for herein.

               (8)  If this Lease shall terminate under the provisions of
                    Section 19, or if Landlord shall re-enter the Demised
                    Premises under the provisions of Section 20, or in the event
                    of the termination of this Lease, or of re entry, by or
                    under any summary dispossess or other proceeding or action
                    or any provision of law by reason of default hereunder on
                    the part of Tenant, Landlord shall be entitled to all
                    monies, if any, paid by Tenant to Landlord, whether as
                    advance rent, security or otherwise, but such monies shall
                    be credited by Landlord against any Minimum Rent or
                    Additional Rent due from Tenant at the time of such
                    termination or re-entry or, at Landlord's option, against
                    any damages payable by Tenant under Section 20B or pursuant
                    to law.

          B.   If Tenant shall default in the observance or performance of any
term or covenant of this Lease and Tenant has failed to cure said default under
the terms of this Lease, Landlord may immediately, or at any time thereafter,
and without notice (except as herein provided), perform the same for the account
of Tenant, and, if Landlord makes any expenditures or incurs any obligations for
the payment of money, including, but not limited to, attorneys' fees,
instituting, prosecuting, or defending any action or proceeding, such sums paid
or obligations incurred, with

                                     -38-

 
interest and costs, shall be deemed to be additional rent hereunder and shall be
paid by Tenant to Landlord within thirty (30) days of rendition of any xxxx or
statement to Tenant.

          C.   If the Landlord reenters the premises for any cause or if Tenant
abandons or vacates the premises, any property left in the premises by Tenant
shall be deemed to have been abandoned by Tenant, and Landlord shall have the
right to retain or dispose of such property in any manner and without any
obligation to account therefore to Tenant.

     21.  REMEDIES OF TENANT

     If Landlord shall default in the observance or performance of any term or
covenant of this Lease and Landlord has failed to cure said default within 30
days of receipt of written notice of such default, Tenant may, provided Tenant
shall have complied with the notice provisions of section 34 of this Lease,
perform the same, and, if Tenant makes any reasonable expenditures or incurs any
reasonable obligations for the payment of money to cure such default, such sums
paid or obligations incurred may be setoff against the next payment of Minimum
Rent and Additional Rent due under this Lease.

     22.  RULES AND REGULATIONS

     To the extent not inconsistent with this Lease, Tenant and Tenant's
servants, employees, agents, visitors, and licensees shall observe faithfully,
and comply strictly with, the Rules and Regulations set forth in Exhibit D
annexed hereto and made a part hereof, and such further reasonable Rules and
Regulations as Landlord or Landlord's agents may, from time to time, adopt that
are generally applicable to all Tenants.  Notice of any Rules or Regulations
shall be given in writing. Landlord shall not be discriminatory in the
enforcement of the Rules and Regulations.  Landlord shall not be liable to
Tenant for the violation of the Rules and Regulations by any other Tenant, its
servants, employees, agents, visitors or licensees.

     23.  REPRESENTATIONS BY LANDLORD

          A.   Landlord represents and warrants to Tenant that as of the
Commencement Date:

               (1)  the Landlord is the owner, in fee simple, of the Building
                    and the person(s) executing this Lease on behalf of Landlord
                    have the authority to cause Landlord to enter into this
                    Lease.

          B.   Landlord represents and warrants to the best of its knowledge and
belief to Tenant that as of the Commencement Date:

               (1)  there are no restrictions in any agreement not of record to
which the Landlord is a party which prohibits any of the terms of this Lease or

                                     -39-

 
                    which prohibits or restricts the Tenant's use of the Demised
                    Premises for the uses permitted in Section 7; and

               (2)  this Lease and the terms hereof are not prohibited under the
                    terms of any superior lease of the Building or any space
                    therein including the Demised Premises, or any mortgage or
                    other financing document, constituting a lien against the
                    Building.

          C.   Tenant expressly acknowledges and agrees that Landlord has not
made and is not making, and Tenant, in executing and delivering this Lease, is
not relying upon, any warranties, representations, promises or statements,
except to the extent that the same are expressly set forth in this Lease or in
any other written agreement which may be made between the parties concurrently
with the execution and delivery of this Lease and shall expressly refer to this
Lease.  This Lease and said other written agreement(s) made concurrently
herewith are hereinafter referred to as the "Lease Documents."  It is understood
and agreed that all understandings and agreements heretofore had between the
parties are merged in the Lease Documents, which alone fully and completely
express their agreements, and that the same are entered into after full
investigation, neither party relying upon any statement or representation not
embodied in the Lease Documents, made by the other.

     24.  QUIET ENJOYMENT

     Landlord represents and covenants that Landlord has full right, power and
authority to enter this Lease for the Term herein granted and Landlord covenants
and agrees with Tenant that upon Tenant paying the Minimum Rent and Additional
Rent and observing and performing all the terms, covenants and conditions on
Tenant's part to be observed and performed, Tenant may peaceably and quietly
enjoy the Demised Premises, free from any interference, molestation or acts of
Landlord or anyone claiming by, through or under Landlord, subject,
nevertheless, to the terms and conditions of this Lease and to any superior
leases or superior mortgages.

     25.  ACCESS; RIGHT TO EXHIBIT PREMISES; NAME

          A.   Landlord or Landlord's agent or designee shall have the right to
enter the Demised Premises at all reasonable times upon reasonable advance
notice to Tenant (except in case of emergency when no notice shall be required,
whether or not during normal business hours), for the purpose of performing any
obligation of Landlord or exercising any right reserved to Landlord in this
Lease and:

               (1)  to examine the Demised Premises;

               (2)  to exhibit the Demised Premises to others (including
                    prospective mortgagees, purchasers, and ground lessees) and
                    in the case of prospective Tenants for the Demised Premises,
                    within the last nine (9) months of the term;

                                     -40-

 
               (3)  to make, or cause to be made such repairs or improvements,
                    or to perform such maintenance, including the maintenance of
                    Building equipment, as Landlord may deem necessary or
                    desirable;

               (4)  to take all material that may be required in connection with
                    any such repairs, improvements or maintenance into the
                    Demised Premises, and store same in the Demised Premises;
                    and

               (5)  to alter, renovate and decorate the Demised Premises at any
                    time during the Term upon ten (10) days prior notice to
                    Tenant, if Tenant shall have removed all or substantially
                    all of Tenant's property from the Demised Premises. Landlord
                    agrees that all such repairs, improvements and maintenance
                    shall be made with a minimum of inconvenience to Tenant and
                    that Landlord will diligently proceed therewith to
                    completion but without obligation to employee overtime labor
                    and subject to delays beyond Landlord's control. If after
                    such ten (10) day notice, Tenant, its agents or employees
                    shall not be present or shall not permit an entry into the
                    Demised Premises at any time when such entry shall be
                    permissible, Landlord may use a master key to enter the
                    Demised Premises.

               (6)  Locks shall not be changed without prior approval of
                    Landlord and must conform to the building master key system.

          B.   Landlord or Landlord's agents shall have the right to permit
access to the Demised Premises at any time, whether or not Tenant shall be
present, to any representative of the fire, police, building, sanitation or
other department or instrumentality of any borough, city, state, or federal
government.  Nothing contained in, nor any action taken by Landlord under,
Section 25B shall be deemed to constitute recognition by Landlord that any
person other than Tenant has any right or interest in this Lease or the Demised
Premises.

          C.   Landlord reserves the right, at any time, without incurring any
liability to Tenant therefore, to make such changes in or to the Building and
the fixtures and equipment thereof, as well as in or to the street entrances,
halls, passages, elevators, escalators, stairways, toilets and other public
parts of the Building, as it may be necessary or desirable, provided such work
and such changes do not materially interfere with or materially reduce Tenant's
use or access to the Demised Premises.

          D.   Landlord may adopt any name for the Building.  Landlord reserves
the right to change the name or address of the Building at any time.  Tenant
agrees not to refer to the Building by any name or address other than as
designated by Landlord.

                                     -41-

 
     26.  SUBORDINATION

          A.   This Lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate in all respects to all ground leases, operating leases,
overriding leases and underlying leases of the Land and/or the Building (or any
portions thereof) now or hereafter existing, and to all mortgages (and
construction loan agreements), and to all renewals, modifications, replacements,
substitutions and extensions of such leases and mortgages, and to all spreaders
and consolidations of such mortgages. Section 24A. shall be self-operative and
no further instrument of subordination shall be required. In particular, with
regard to the mortgagee owning a mortgage interest in the Land as of the date of
this Lease, a certain Subordination Agreement has been executed between
Landlord, Tenant, and Xxxxx Fargo Bank which agreement sets forth the specific
terms, conditions and obligations between the parties and is attached hereto as
Exhibit E.

          B.   In confirmation of such subordination, Tenant shall promptly
execute and deliver at Landord's cost and expense any instrument, in recordable
form if requested, that Landlord, the lessor of any such lease or the holder of
any such mortgage or any of their respective successors in interest may
reasonably request to evidence such subordination, and if Tenant fails to
execute, acknowledge or deliver any such instrument within ten (10) days after
request therefore, Tenant hereby irrevocably constitutes and appoints Landlord
as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge
and deliver such instrument for and on behalf of Tenant.

          C.   The leases to which this Lease is, at the time referred to,
subject and subordinate pursuant to Section 26 are hereinafter sometimes called
"Superior Leases" and the mortgages to which this lease is, at the time referred
to, subject and subordinate and hereinafter sometimes called "Superior
Mortgages." The lessor under any superior lease is sometimes hereinafter
referred to as a "Superior Lessor," and the mortgagee under any superior
mortgage is hereinafter sometimes referred to as a "Superior Mortgagee."

          D.   If, in connection with the obtaining, continuing or renewing of
any financing for which the Building, the Land or the interest of the lessee
under any Superior Lease represents collateral, in whole or in part, any bank,
insurance company, pension fund or other lending institution shall request
reasonable modifications of this Lease as a condition of its granting such
financing, Tenant will not unreasonably withhold its consent thereto, provided
that such modifications do not (1) increase the rental obligations or other
costs and expenses payable by Tenant under this Lease, (2) increase or decrease
the area of the Demised Premises or the Term, (3) decrease the services required
to be provided by Landlord hereunder, (4) increase any of Tenant's other
obligations under this Lease, or (5) adversely affect any of Tenant's other
rights under this Lease. In the event Landlord is successful in obtaining such
financing, Landlord agrees to use its best efforts to obtain a usual and
customary non-disturbance agreement from such lender for the benefit of Tenant.

          E.   In the event of any act or omission of Landlord which would give
Tenant the right, immediately or after the lapse of a period of time, to cancel
or terminate this Lease, or to claim a partial or a total eviction, Tenant
agrees that Tenant shall not exercise such right;

                                     -42-

 
               (1)  until it has given written notice of such act or omission to
                    the holder of each Superior Lessee or Superior Mortgagee
                    whose name and address shall previously have been furnished
                    to Tenant in writing; and

               (2)  unless such act or omission shall be one which is not
                    capable of being remedied by Landlord or any such Superior
                    Lessor or Superior Mortgagee within a reasonable period of
                    time, until a reasonable period for remedying such act or
                    omission shall have elapsed following the giving of such
                    notice and following the time the such Superior Mortgagee or
                    Superior Lessor shall have become entitled under its
                    superior mortgage or superior lease, as the case may be, to
                    remedy the same (which reasonable period shall in no event
                    be less than the period to which Landlord would be entitled
                    under this Lease or otherwise, after similar notice, to
                    effect such remedy), provided such Superior Mortgagee or
                    Superior Lessor shall with due diligence give Tenant written
                    notice of its intention to, and commence and continue to,
                    remedy such act or omission.


     27.  SURRENDER OF THE PREMISES

     Except as otherwise herein provided, at the expiration of the Term, Tenant
will peacefully yield up to Landlord the Demised Premises, broom clean, in as
good order and repair as when delivered to Tenant in accordance with Exhibit B-
1, damage by fire, casualty, war, or insurrection or act upon the part of any
governmental authority, ordinary wear and tear, and damage by the elements,
excepted. Any property left by the Tenant in the Demised Premises shall be
deemed abandoned by Tenant, except as otherwise provided in this Lease.


     28.  BROKERAGE

     Tenant covenants, warrants and represents that there was no broker except
GRP REALTY COMPANY and DECIMAL POINT REAL ESTATE SERVICES ("Broker(s)")
instrumental in consummating this Lease and that no negotiations were had with
any broker except the Broker(s) concerning the renting of the Demised Premises.
Tenant agrees to indemnify and hold Landlord and the Broker(s) harmless from and
against any claims, liabilities, costs, and expenses (including, without
limitation, reasonable attorneys' fees) for a brokerage commission arising out
of any conversations or negotiations had by Tenant with any broker or finder
except the Broker(s), or arising as a result of any inaccuracy of the foregoing
representation. Based upon the foregoing representation, Landlord has agreed to
pay brokerage commissions to the Broker(s) pursuant to separate agreements, and
agrees to indemnify Tenant against liability from such agreements. Landlord
further agrees to pay Decimal Point Real Estate Services a commission in the
amount of two percent (2%) of the Base Rent for the First Renewal Term and one
percent (1%) of the Base Rent for the Second Renewal Term within 30 days of the
determination of the Base Rent for each Renewal Term as set forth in this Lease.


                                     -43-



     29.  FORCE MAJEURE

     Landlord and Tenant, respectively, shall not be in default hereunder, if
Landlord, or as the case may be, Tenant, is unable to fulfill or is delayed in
fulfilling any of its obligations to complete the Building, to supply any
services hereunder, or to make repairs or replacements hereunder, if Landlord,
or as the case may be, Tenant, is prevented from fulfilling or is delayed in
fulfilling such obligations by reason of fire or other casualty, strikes or
labor troubles, governmental preemption in connection with a national emergency,
shortage of supplies or materials, or by reason of any rules, order or
regulation of any governmental authority, or by reason of the condition of
supply and demand affected by war or other emergency, or any other cause beyond
its reasonable control (excluding financial inability). Such inability of delay
by Landlord or Tenant in fulfilling any of their respective obligations
hereunder shall not affect, impair or excuse the other party hereto from the
performance of any of the terms, covenants, conditions, limitations, provisions
or agreements hereunder on its part to be performed, nor result in any abatement
of rents or Additional Rents payable hereunder except as otherwise provided
herein.


     30.  ESTOPPEL CERTIFICATE

          A.   At any time and from time to time upon not less than ten (10)
business days' prior notice by Landlord or any Superior Lessor or Superior
Mortgagee to Tenant, Tenant shall, without charge, execute, acknowledge and
deliver to Landlord a statement in writing and in recordable form, prepared by
Landlord addressed to such party as Landlord may designate or in form
satisfactory to Landlord, certifying any or all of the following:

               (1)  that this Lease is unmodified and in full force and effect
                    (or if there have been modifications, that the same is in
                    full force and effect as modified and stating the
                    modifications);

               (2)  whether the Term has commenced and Minimum Rent and
                    Additional Rent have become payable hereunder and, if so,
                    the dates to which they have been paid;

               (3)  whether or not, to the best knowledge of the signer of such
                    certificate, Landlord is in default in performance of any of
                    the terms of this Lease and, if so, specifying each default
                    of which the signer may have knowledge;

               (4)  whether Tenant has accepted possession of the Demised
                    Premises;

               (5)  whether there exist any offsets or defenses against
                    enforcement of any of the terms of this Lease upon the part
                    of the Tenant to be performed, and if so, specifying the
                    same; and


                                     -44-


 
               (6)  such further information with respect to the Lease or the
                    Demised Premises as Landlord may reasonably request or any
                    Superior Mortgagee or Superior Lessor may require, it being
                    intended that any such statement delivered pursuant hereto
                    may be relied upon by any prospective purchaser of the Land
                    or the Building or any part thereof or of the interest of
                    Landlord in any part thereof by any mortgagee or prospective
                    mortgagee thereof, by any lessor or prospective lessor
                    thereof, by any lessee or prospective lessee thereof, or by
                    any prospective assignee of any mortgage thereof.

          B.   If Tenant shall fail to execute, acknowledge, and deliver such
statement within said ten (10) business day period, Landlord may give Tenant a
second notice, enclosing a copy of the notice given pursuant to Section 30A,
specifying that Tenant's failure to execute, acknowledge and deliver such
statement shall constitute an acknowledgment of the facts as set forth by
Landlord, and the failure of Tenant to execute, acknowledge and deliver to
Landlord a statement in accordance with the provisions of this Section 30B
within five (5) business days after receipt of such second notice shall
constitute an acknowledgment by Tenant, which may be relied on by any person who
would be entitled to rely upon any such statement, that such statement as
submitted by Landlord is true and correct. Notwithstanding such acknowledgment,
Tenant shall, at Landlord's option, be in default hereunder for its failure to
execute such statement.


     31.  HOLDOVER

     After the expiration of the Term of this Lease, if not extended, or
extended term, if extended, 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 at twice the Minimum Rent and Additional Rent paid during the
preceding expired term until terminated at the end of a month by either party
upon thirty (30) days advance written notice to the other party.

     If Tenant shall hold-over or remain in possession beyond the Expiration
Date of this Lease, Tenant shall be subject not only to a summary proceeding and
all damages related thereto, but also to any damages arising out of any lost
opportunities (and/or new leases) by Landlord to relet the Demised Premises (or
any part thereof). All damages to Landlord by reason of such holding over by
Tenant may be the subject of a separate action and need not be asserted by
Landlord in any summary proceedings against Tenant.


     32.  NOTICES

     All notices, demands and requests under this Lease shall be in writing and
shall be either hand delivered or sent by Courier or United States Mail and
addressed as follows:


                                     -45-


 
     To Tenant:     Modem Media Advertising L.P.
                    000 Xxxxxxxxx Xxxxxx
                    Xxxxxxxx, XX 00000

                    Attention: Xxxxx Xxxxxx


     Copy To:       Xxxxxxxx & Xxxxxxxx
                    Four Stamford Plaza
                    000 Xxx Xxxxxx
                    Xxxxxxxx, XX 00000-0000

                    Attention: Xxxxxxxx X. Xxx, Esquire


     To Landlord:   Lennar Northeast Partners Limited Partnership
                    000 Xxxxxxxxx Xxxxxx, X.X.
                    Xxxxxxx, XX 00000

                    Attention: Director of REO


     Copy to:       GRP Realty Company
                    0000 Xxxxxx Xxxxxx
                    Xxxxxxxx, XX 00000

                    Attn: Xxxx X. Xxxxxxxx


     Copy to:       Xxxxx X. Xxxxxxxxx
                    Attorney at Law
                    000 Xxxxx Xxxxxx
                    Xxxxxxxx, XX 00000

     Either party may, by notice given to the other party in accordance with
this Section 32, designate a new address to which notices, demands, and requests
shall be sent. Notices, demands, and requests which shall be served upon
Landlord or Tenant in the manner aforesaid shall be deemed to have been served
or given for all purposes under this Lease on the earlier of actual receipt, or
five (5) days after such notice, demand or request shall be hand delivered or
sent by Courier or United States Mail as aforesaid.


     33.  WAIVER OF TRIAL BY JURY

     Landlord and Tenant shall and hereby do waive trail by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other in any matter arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Demised
Premises, any claim of injury or damage and any emergency or any other statutory
remedy.


                                     -46-


 
     34.  LATE PAYMENTS

     If Tenant shall fail to pay when due any installment or payment of Minimum
Rent or Additional Rent required to be paid hereunder for a period of ten (10)
days after the date on which such installment shall have become due, Tenant
shall pay interest on such late payment at the Interest Rate, from the date such
payment was to be made until payment in full by Tenant to Landlord as Additional
Rent, which payment shall be due upon demand. Failure to comply with said
provisions shall be a default pursuant to Section 19.

     35.  EFFECTS OF WAIVERS OF DEFAULT

     No consent or waiver, express or implied, by Landlord to or of any breach
of any term, covenant or condition of this Lease on the part of Tenant, shall be
construed as a consent or waiver to or of any other breach of the same or any
other terms, covenant or condition, unless in writing signed by Landlord. The
failure of Landlord to insist in any one or more instances upon the strict
performance of any one or more of the agreements, terms, covenants, conditions
or obligations of this Lease, or to exercise any right, remedy or election
herein contained, shall not be construed as a waiver or relinquishment for the
future performance of such one or more obligations of this Lease or of the right
to exercise such election, but the same shall continue and remain in full force
and effect with respect to any subsequent breach, act or omission whether to a
similar nature or otherwise.

     36.  LANDLORD'S RIGHT TO CURE DEFAULTS

     Landlord may, but shall not be obligated to, cure, at any time, upon ten
(10) days' notice to Tenant, or in the event of an emergency, without notice to
Tenant, any default by Tenant under this Lease, and whenever Landlord so elects,
all costs and expenses incurred by Landlord in curing a default, including,
without limitation, reasonable attorneys' fees and disbursements, and interest
thereon, calculated at the Interest Rate, from the date of the expenditure by
Landlord, until payment in full, shall be paid by Tenant to Landlord on demand,
and shall be recoverable as Additional Rent.

     37.  SECURITY DEPOSIT

          A.   Tenant has deposited with Landlord a certain standby irrevocable
Letter of Credit issued by Chemical Bank of New York in the amount of
$160,000.00 in favor of the Landlord as security for the performance by Tenant
of the terms of this Lease, a copy of which is attached hereto as Exhibit F and
made a part hereof (hereinafter the "Security"). Provided that Tenant has not
committed any monetary Events of Default pursuant to this Lease for a period of
twenty-four (24) consecutive months, and further provided that there are no
pending defaults by Tenant on the 25th month of this Lease which remain uncured
after any applicable cure period, the amount of the Letter of Credit may be
reduced to $120,000.00. Provided Tenant has not committed any monetary Events of
Default pursuant to this Lease for a further period of twelve (12) consecutive
months, and further provided that there are no pending defaults by Tenant on the
37th month of this Lease which remain uncured after any applicable cure period,
the amount of the Letter of Credit may be further reduced to

                                     -47-

 
$80,000.00. This Letter of Credit shall remain in full force and effect
throughout the term of this Lease, including all Renewal Terms.

          B.   After the expiration of all applicable notice and cure periods
under this Lease, Landlord may use any part of the Security to satisfy any
default of Tenant and any expenses arising from such default, including but not
limited to any damages or rent deficiency before or after re-entry by Landlord.

          C.   In the event Landlord draws against the Letter of Credit, Tenant
shall, upon demand, deposit with Landlord the full amount so drawn used to be
held by Landlord as additional Security, in order that Landlord shall have the
full amount of Security available at all times during the term of this Lease. If
Tenant shall comply fully with the terms of this Lease, the Security shall be
returned to Tenant after the date fixed as the end of the Lease. In the event of
a sale or lease of the Building, Landlord shall transfer the Security to the
purchaser or lessee, and Landlord shall thereupon be released from all liability
for the return of the security. This provision shall apply to every transfer or
assignment of the Security to a new Landlord. Tenant shall have no legal power
to assign or encumber the Security herein described. The Security described
herein shall be delivered upon execution of this Lease.

     38.  PARKING

          A.   Except as otherwise set forth in this Lease, Tenant shall have
the right to the exclusive use of all parking spaces located on the Land on
which the Demised Premises are located on a twenty-four (24) hour, seven (7) day
a week basis, subject to the Landlord's right to reasonable temporary use of the
parking areas to perform its obligations pursuant to this Lease. Prior to the
Commencement Date, Landlord shall request that the adjacent property owner
remove the Visitors parking sign indicating that visitors parking is available
on the Property.

          B.   On or after the Phase Three Occupancy Date, if Landlord is
directed to comply with an order of a governmental entity regarding
environmental remediation of a portion of the parking area greater than 25%,
Landlord agrees to provide alternate parking to Tenant reasonably sufficient to
accommodate Tenant's then existing parking requirements and reasonable
transportation to and from such alternate parking site and the Demised Premises,
all at Landlord's sole cost and expense which shall not be included in Operating
Expenses. Landlord shall supply such alternate parking and transportation until
75% or more of the parking area is made available to Tenant.

          C.   In the event 25% or more of the parking area continues to be
unavailable to Tenant for parking for more than six (6) weeks due to the
environmental remediation, Tenant shall be entitled to a rent abatement in the
amount of $200.00 per day for each day such unavailability exceeds the six (6)
week period.

                                     -48-

 
     39.  COMMERCIAL TRANSACTION

     Tenant hereby acknowledges that the execution and delivery of this Lease is
for commercial purposes and waives any right to notice or hearing under
Connecticut General States Sections 52-278a through 52-278m, inclusive, as now
or hereafter amended, or any successor act thereto, and authorizes the attorney
of Landlord to issue a writ for a prejudgment remedy without court order or
prior hearing, and further waives all rights under any statute of limitations.

      40. PARTIES BOUND

     The obligations of this Lease shall bind and benefit the successors and
permitted assigns of the parties with the same effect as if mentioned in each
instance where a party is named or referred to, except that no violation of the
provisions of Section 19 shall operate to vest any rights in any successor or
assignee of Tenant and that the provisions of Section shall not be construed as
modifying the conditions of limitation contained in Section 19. However the
obligations of Landlord under this Lease shall not be binding upon Landlord
herein named with respect to any period subsequent to the transfer (by operation
of law or otherwise) of its interest in the Building as owner or lessee thereof
and in the event of such transfer said obligations shall thereafter be binding
upon each transfer of the interest of Landlord herein named as such owner or
lessee of the Building, but only with respect to the period ending with a
subsequent transfer within the meaning of this Section.

     41.  MISCELLANEOUS

          A.   If Tenant is a corporation, each person executing this Lease on
behalf of Tenant hereby covenants, represents and warrants that Tenant is a duly
incorporated or duly qualified (if foreign) corporation and is authorized to do
business in the State of Connecticut (a copy or evidence thereof to be supplied
to Landlord upon Request); and that each person executing this Lease on behalf
of Tenant is an officer of Tenant and that he or she is duly authorized to
execute, acknowledge and deliver this Lease to Landlord (a copy of a resolution
to that effect to be supplied to Landlord upon request).

          B.   If Tenant is a partnership (or is comprised of two or more
persons), or if Tenant's interest in this Lease shall be assigned to a
Partnership (or to two or more persons, individually, or as joint venturers)
pursuant to Section 18, the following provisions of Section 41B shall apply to
such "Partnership Tenant":

               (1)  the liability of each of the parties comprising Partnership
                    Tenant (excluding limited partners) shall be joint and
                    several;

               (2)  each of the parties comprising Partnership Tenant hereby
                    consents in advance to, and agrees to be bound by, any
                    written modifications, termination, discharge or surrender
                    of this Lease which may hereafter be made and executed by a
                    duly authorized general partner of Tenant, and by any
                    notices, demands, requests, or other communications which

                                     -49-

 
                    may hereinafter be given, by Partnership Tenant or by any of
                    the parties comprising Partnership Tenant;

               (3)  any bills, statements, notices, demands, requests, or other
                    communications given or rendered to Partnership Tenant or to
                    any of the parties comprising Partnership Tenant shall be
                    deemed given or rendered to Partnership Tenant and shall be
                    binding upon Partnership Tenant and all parties;

               (4)  if Partnership Tenant shall add new general partners, all
                    such new general partners shall, by their admission to
                    Partnership Tenant, be deemed to have assumed performance of
                    all the terms, covenants, and conditions of this Lease on
                    Tenant's part to be observed and performed;

               (5)  Partnership Tenant shall give prompt notice to Landlord of
                    the admission of any such new general partners, and upon
                    demand of Landlord, shall cause each such new general
                    partner to execute and deliver to Landlord an agreement in
                    form satisfactory to Landlord, wherein each such new general
                    partner shall assume performance of all the terms,
                    covenants, and conditions of this Lease on Tenant's part to
                    be observed and performed (but neither Landlord's failure to
                    request any such agreement nor the failure of any such new
                    partner to execute or deliver any such agreement shall
                    violate the provisions of Section 41B.(4).

          C.   Tenant may record a notice of this Lease in accordance with
C.G.S.A. (S) 47-19.

     42.  ENTIRE AGREEMENT, ETC.

     This Lease and the Exhibits annexed hereto set forth the entire agreement
between the parties. This Lease becomes effective as a lease only when duly
signed by both Landlord and Tenant and a counterpart thereof shall have been
delivered to Tenant. All exhibits annexed to this Lease are hereby incorporated
into this Lease.

                                       Lennar Northeast II
                                       Limited Partnership
                                       By LNP Real Estate Corporation,
-----------------------------             its sole general partner


/s/ Xxxxx Xxxxxx                       By /s/ Xxxx X. Xxxxxxxx
-----------------------------            ----------------------------------
                                           Xxxx X. Xxxxxxxx
                                           Vice President

                                     -50-

 
/s/ Xxx Xxxxxx                         Moderm Media Advertising L.P.
-----------------------------          By
                                         its general partner


/s/ X.X. Xxxxx, Xx.                    By /s/ Xxxxxxx Xxxxxx
-----------------------------             ---------------------------
                                          Xxxxxxx Xxxxxx
                                          its President

                                     -51-

 
                                  EXHIBIT A-1

                                 SEE SITE PLAN

 
                                  EXHIBIT A-2

                       000 XXXXXXXXX XXXXXX - 2ND FLOOR



See original for diagrams

 
                             EXHIBITS X-0 XXX X-0

                       000 XXXXXXXXX XXXXXX - 0XX XXXXX



See original for diagrams

 
                                  EXHIBIT B-1


     1.   PHASE ONE SPACE

          A.   Landlord shall perform all work necessary to make the HVAC and
     mechanical systems for the Phase One Space as they presently exist fully
     operational for occupancy by Tenant.

          B.   Landlord shall complete certain additional work in the Phase One
     Space by the Phase One Commencement Date as set forth on plans and
     specifications provided by Tenant to Landlord on or before June 13, 1995.
     Such plans and specifications must be approved by Landlord, such approval
     not to be unreasonably withheld or delayed. Landlord shall pay the cost and
     expense of producing these plans and specifications and of completing the
     work set forth therein, such cost not to exceed the sum of $69,840.00 (the
     "Phase One Allowance").

          C.   In the event the cost of the work to be performed as set forth in
     section 1.B is less than $69,840.00, Tenant shall be entitled to a credit
     against any Minimum Rent next due under this Lease in the amount of the
     difference between the actual cost of such work and the Phase One
     Allowance.

          D.   In the event the cost of the work to be performed as set forth in
     section 1.B is more than $69,840.00, Tenant shall pay such excess amount to
     Landlord within 15 days of Landlord's submission to Tenant of a written
     statement of such amount.

     2.   PHASE TWO SPACE

          A.   Landlord shall complete the fit up of the Phase Two Space by the
     Phase Two Commencement Date as set forth on plans and specifications
     provided by Tenant to Landlord on or before August 1, 1995. Such plans and
     specifications must be approved by Landlord, such approval not to be
     unreasonably withheld or delayed. Landlord shall pay the cost and expense
     of producing these plans and specifications and of completing the work set
     forth therein, such cost not to exceed the sum of $132,000.00 (the "Phase
     Two Allowance").

          B.   Landlord shall perform at its sole cost and expense all work
     necessary to install the HVAC and mechanical systems for the Phase Two
     Space, and to soundproof the mechanical room.

          C.   In the event the cost of the work to be performed as set forth in
     section 2.A is less than $132,000.00, Tenant shall be entitled to a credit
     against any Minimum Rent next due under this Lease in the amount of the
     difference between the actual cost of such work and the Phase Two
     Allowance.

          D.   In the event the cost of the work to be performed as set forth in
     section 2.A is more than $132,000.00, Tenant shall pay such excess amount
     to Landlord within 15 days of Landlord's submission to Tenant of a written
     statement of such amount.

 
     3.   PHASE THREE SPACE

          A.   Landlord shall complete the fit up of the Phase Three Space by
     the Phase Three Commencement Date as set forth on plans and specifications
     provided by Tenant to Landlord on or before April 1, 1996. Such plans and
     specifications must be approved by Landlord, such approval not to be
     unreasonably withheld or delayed. Landlord shall pay the cost and expense
     of producing these plans and specifications and of completing the work set
     forth therein, such cost not to exceed the sum of $99,920.00 (the "Phase
     Three Allowance").

          B.   Landlord shall perform at its sole cost and expense all work
     necessary to install the HVAC and mechanical systems for the Phase Three
     Space.

          C.   In the event the cost of the work to be performed as set forth in
     section 3.A is less than $99,920.00, Tenant shall be entitled to a credit
     against any Minimum Rent next due under this Lease in the amount of the
     difference between the actual cost of such work and the Phase Three
     Allowance.

          D.   In the event the cost of the work to be performed as set forth in
     section 3.A is more than $99,920.00, Tenant shall pay such excess amount to
     Landlord within 15 days of Landlord's submission to Tenant of a written
     statement of such amount.

     4.   CONSTRUCTION PROVISIONS

          A.   All construction to be performed pursuant to this Exhibit B shall
     be done pursuant to plans and specifications approved by Landlord, shall
     comply with all applicable governmental rules and regulations, shall be
     done only by Landlord or contractors, sub-contractors and mechanics
     reasonably approved by Landlord, shall be done in a good and workmanlike
     manner to Landlord's reasonable satisfaction, using new materials and
     equipment at least equal in quality and class to the original installations
     in the Building, shall be done in a manner which will assure labor harmony
     at the Building shall be consistent with the uses permitted under this
     Lease, and in all other respects shall comply with the terms and provisions
     of this Lease.

          B.   Tenant shall have the right to obtain three competitive bids from
     contractors or sub-contractors other than Landlord for the cost of the
     construction to be performed pursuant to this Exhibit B-1. If Tenant elects
     to obtain such bids, it shall submit to Landlord copies of the competitive
     bids on or before the dates that it is to submit its plans and
     specifications for each Phase of the work to Landlord. Landlord and Tenant
     agree that GRP REALTY COMPANY, Landlord's property manager, shall then have
     the absolute right, to be exercised within 10 business days of receipt of
     copies of such bids from Landlord, to elect to perform such Tenant's
     Improvements at the same cost and upon the same terms as shown in said
     contracts and sub-contracts.

          C.   If GRP REALTY COMPANY elects not to perform the construction of
     such improvements itself, then Landlord and Tenant shall together select a
     contractor or contractors from those bids procured by Tenant.

                                      -2-

 
          D.   Landlord agrees to use its best efforts to secure a one year
     warranty against defects in materials and workmanship from its contractors
     for a period of one year from the date of the completion of the work for
     each Phase, and it further agrees to assign any such warranties to Tenant
     upon the completion of such work for each Phase.

                                      -3-

 
                                   EXHIBIT C

                               CLEANING SERVICE
                             000 Xxxxxxxxx Xxxxxx
                                 Xxxxxxxx, XX


GENERAL

Empty wastebaskets and recycling containers and damp wipe ashtrays Monday
through Friday, excluding legal holidays.

Dust jambs and sill.  Same are to be high dusted semi-annually.

Vacuum rugs Monday through Friday, excluding legal holidays.

LAVATORIES

Sanitize drinking fountains, toilet room floors, basins, bowls, seats, urinals
Monday through Friday, excluding legal holidays.

Refill toilet room receptacles as required.

Paper towels, toilet tissue and soap will be supplied at Landlord's expense.

Paper towels and sanitary disposal receptacles emptied and cleaned Monday
through Friday, excluding legal holidays.

Clean, polish and wash metal partitions and walls when necessary.

Clean mirrors Monday through Friday, excluding legal holidays.

WINDOWS

Wash windows inside and out twice per annum.

 
                                   EXHIBIT D

                             RULES AND REGULATIONS


1.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls shall not be obstructed or encumbered by any
tenant or used for any purpose other than ingress or egress to and from the
Demised Premises.

2.   No awnings or other projections shall be attached to the outside walls of
the building. No curtains, blinds, shades or screens shall be attached to or
hung in, or used in connection with any window or door of the Demised Premises,
without the prior written consent of Landlord. Such awnings, projections,
curtains, blinds, shades, screens or other fixtures must be of a quality, type,
design and color and attached in the manner approved by the Landlord, which
approval shall not be unreasonably withheld nor delayed.

3.   No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any tenant on any part of the outside or inside
of the Demised Premises, building or parking areas without the prior written
consent of Landlord which shall not be unreasonably withheld or delayed. In the
event of the violation of the foregoing of any tenant, Landlord, after five (5)
days prior notice to Tenant, may remove same without any liability, and may
charge the expense incurred by such removal to the tenant violating this rule.
Interior signs on doors and directory tablet shall be inscribed, painted, or
affixed for each tenant by the Landlord at the expense of such tenant and shall
be of a size, color and style acceptable to the Landlord, except as provided in
the Lease.

4.   The sashes, sash doors, skylights, windows, and doors that reflect or admit
light and air into the halls, passageways or other public places in the building
shall not be covered or obstructed by any tenant. Tenant shall use its best
efforts to prevent the placement of any bottles, parcels, plants or other
articles be placed on the window xxxxx.

5.   No showcases or other articles shall be put in front of or affixed to any
part of the exterior of the building, nor placed in the halls, corridors or
vestibules without the prior written consent of the Landlord.

6.   The water and wash closets and other plumbing fixtures shall not be used
for any purpose other than those for which they were constructed, and no
sweepings, rubbish, rags or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the tenant
who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.

7.   No tenant shall deface any part of the Demised Premises or the building of
which they form a part. No tenant shall lay linoleum, or other similar floor
covering. The use of cement or other adhesive material for affixing floor
covering to the floor is expressly prohibited, except that a paste or

 
other material soluble in water may be used. Notwithstanding the above
provisions, Tenant may install normal decorative wall hangings in the Demised
Premises.

8.   No bicycles, vehicles, birds or animals of any kind shall be brought into
or kept in or about the Building, and no commercial cooking shall be done or
permitted by any tenant on the Demised Premises. No tenant shall cause or permit
any unusual or objectionable odors to be produced upon or permeate from the
Demised Premises or any nuisance of any kind thereon.

9.   No space in the building shall be used for manufacturing, for the storage
of merchandise, or for the sale of merchandise, goods or property of any kind at
auction.

10.  No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them whether by the use of any musical
instrument, radio, talking machine, television set, unmusical noise, whistling,
singing, or in any other way. No tenant shall throw anything out of the doors,
windows, or skylights or down the passageways.

11.  No flammable, combustible or explosive fluid, chemical or substance other
than normal cleaning and office use fluids shall at any time be brought or kept
upon the premises by any tenant or by the servants, employees, agents, visitors
or licensees of any tenant.

12.  No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any tenant nor shall any changes be made in existing locks
or the mechanism thereof without Landlord's consent. Each tenant must, upon
termination of his tenancy, restore to the Landlord all keys of stores, offices
and toilet rooms, either furnished to, or otherwise procured by such tenant and
in the event of the loss of any keys, so furnished, such tenant shall pay to the
Landlord the cost thereof.

13.  Unless Tenant is the only occupant of the Building, all removals, or the
carrying in or out of any safes, freight, furniture or bulky matter of any
description must take place during hours other than regular business hours upon
arrangement with the Landlord, The Landlord reserves the right to inspect all
freight to be brought into the building and to exclude from the building all
freight which violates these Rules and Regulations.

14.  No tenant shall purchase spring water, ice, towels, or other like service,
from any company or persons not approved by Landlord.

15.  Landlord shall have the right to prohibit any advertising by any tenant,
which, in the Landlord's opinion, reasonably exercised, tends to impair the
reputation of the building or its desirability as a building for offices, and
upon written notice from the Landlord, tenant shall refrain from or discontinue
such advertising.

16.  Legal holidays: Thanksgiving Day, Christmas Day, New Years Day, Memorial
Day, Independence Day, and Labor Day.

                                      -2-

 
17.  Each tenant, before closing and leaving the said premises at any time,
shall see that all doors are closed and all lights are turned off.

18.  The premises shall not be used for lodging or sleeping or for any immoral
or illegal purpose.

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

20.  Canvassing, soliciting and peddling in the building is prohibited, and each
tenant shall cooperate to prevent the same.

21.  Unless Tenant is the sole occupant of the Building, moving into and out of
the building can only occur on weekends or after 5:30 P.M. on weekdays. All
moving must be arranged, in writing, at least three working days in advance.
Tenant must include building personnel at its sole cost to supervise building
during move.

22.  Tenant agrees to separate, segregate or otherwise handle its waste and
garbage in accordance with standards issued by Landlord in order to comply with
any recycling laws, regulations or ordinances that may be in effect from time to
time.

                                      -3-