COMMERCIAL LEASE

THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the _____ day of ____________, 20___, for the premises located at: ________________________________________________________(Address) 1. References and Terms When used in this lease, the following terms shall have the meaning specified in this section: 1.1. 1.2. 1.3. Landlord. ________________________________________________________ Tenant(s). ________________________________________________________ Leased Property.

____________________________________ ____________________________________ ____________________________________ 1.4. 1.5. Suite or Premises._________________________________________________ Term. _________ Years beginning on the Commencement Date and concluding on _________________ including any extension periods. 1.6. 1.7. 1.8. Commencement Date. _____________________________________________ Termination Date. _________________________________________________ Extension Terms. Provided that Tenant is not in default of any terms of this Lease, Landlord covenants and agrees with Tenant that Landlord shall, at Tenant's option, lease the Premises to Tenant at the expiration of the initial term for an additional term of _________ years under the same terms and provisions of this Lease and for an annual base rent of . Base Rent. (See 4)_____________________ ________________ _

1.9.

1.10. 1.11. 1.12.

Additional Rent. (See 4)________________________ Security Deposit. (See 4)________________________

_____________ _____________

Tenants Use. Tenant shall use the Premises solely for the operation of a business known as _____________________________________and activities related to said business, all as may be permitted by law. Tenants Pro Rata Share. (See 4 herein)_____________________________ Number of Tenants allotted parking spaces. (See 6)___ Landlords Notice Address. (See 30) __________

1.13. 1.14. 1.15.

____________________________________ ____________________________________ ____________________________________ 1.16. Tenants Notice Address. (See 30)

____________________________________ ____________________________________ ____________________________________ 1.17. 1.18. 1.19. Required Insurance Amount. (See 15)___ Rules and Regulations. (See 8, and 29)___ Normal Business Hours. (See 2) _ _ _ __ _________ _________ __________

2. Lease of Use. 2.1. For valuable considerations received, the Landlord hereby leases to Tenant, upon and subject to the terms of this Lease, and Tenant hereby takes from Landlord the Premises, upon and subject to the terms of this Lease. Landlord hereby represents and warrants to Tenant that as of the Commencement Date (hereinafter defined) the building systems and structural and exterior portions of the Building, including without limitation the roof, the plumbing, air conditioning, electrical, water, telephone, sewer system and gas facilities serving the Premises (as applicable), are in good working condition, are in compliance with all laws, codes, regulations and ordinances of any governmental

2.2.

authorities and are adequate and sufficient for Tenants use of the Premises. Landlord hereby further represents and warrants to Tenant that as of the Commencement Date Landlord is owner in fee simple of the Property, subject to encumbrances as of record appear, and has full right, power and authority to enter into this Lease. 2.3. Landlord shall: (a) provide sufficient heat and air conditioning to the Common Areas to maintain the Common Areas at comfortable temperatures during the Tenants Normal Business Hours; and (b) cause the Common Areas to be kept secure, clean and in first class condition. The Premises include the right of ingress and egress thereto and therefrom through the Common Areas; however, Landlord reserves the right to make reasonable changes and alterations to the Building, fixtures and equipment thereof, to the street entrances, doors, halls, corridors, lobbies, passages, elevators, stairways, public toilets and other parts thereof which Landlord may deem reasonably necessary or desirable, provided that no such changes or alterations shall materially adversely affect access to and from and enjoyment of the Premises. Tenant shall comply with all municipal, state and federal rules, regulations and ordinances governing occupancy of the Premises. Tenant may use the Premises for any other business as may be approved in writing by Landlord. Tenant shall not use or permit or suffer the use of the Premises for any other business or purpose. Tenant further agrees that it will operate its business so that no odors emanating therefrom will materially interfere with the reasonable use and enjoyment of any other Tenant of the Building during the Lease Term (including any renewal terms exercised by Tenant), Tenant agrees that it shall use the Premises at all times so as not to violate any agreement, easement, restriction or any other matter of record to which the Premises is now subject, as appears on the Land Records

2.4.

2.5.

3. Term. 3.1. The term of this Lease shall commence on the date stated in Section 1. The Tenant shall begin paying Base Rent according to the attached schedule as of the Commencement Date. Tenant shall exercise its renewal options by giving notice in writing to Landlord at least six months prior to the end of the initial term, time being of the essence. If Tenant fails to give such notice, then this Lease shall automatically terminate at the Termination Date. Tenant shall have the right to access the Premises prior to the Commencement Date to perform work and move-in activities and for all other reasonable business purposes, provided that any such access shall be on such reasonable conditions and limitations as Landlord shall require. All of the terms and conditions of this 3

3.2.

3.3.

Lease, other than Tenants obligations to pay Rent, shall apply to Tenant during any such period of early access. 4. RENT. 4.1. Base Rent. During the Lease Term, the Tenant shall pay to the Landlord at the Notice address provided, or at such other place or to such other person as Landlord may designate, as annual base rent for the Premises the sums specified in above ("Base Rent"), payable in advance on the first day of each and every month of the Lease Term in equal monthly installments. Additional Rent, Pro Rata Share . In addition to Base Rent, Tenant shall pay Landlord as provided below Tenants Pro Rata Share of any increase in Property Taxes (as hereinafter defined) and Operating Expenses (as hereinafter defined) for each calendar year of the term of this Lease (each such year, a Comparison Year) in excess of Property Taxes and Operating Expenses incurred during the base calendar year. Tenants Pro Rata Share or Tenants Proportionate Share shall mean the number of rentable square feet of the Premises divided by the rentable area and is listed above. Property Taxes shall mean all real estate taxes, all sewer, water and fire assessments, levies and any other charges which are assessed, levied or charged upon the Property by reason of or connected to Landlord's ownership of the Property during any calendar year or portion thereof during the Lease Term. Operating Expenses shall mean the total actual costs and expenses paid in any calendar year in keeping with a first class business practice, incurred by the Landlord or for which Landlord is obligated in managing, operating, servicing and maintaining all Common Areas and facilities specifically, including without limitation the costs of Landlords insurance, utilities, maintenance, supplies and wages, maintaining landscaped areas, planting, replanting, resurfacing and maintenance of parking lots (including restriping), repairs and replacements, sanitary control, canopy, light poles and fixtures, maintenance and repair of the sprinkler system, elevator, installation, maintenance and repair of all signage (excluding signage for other tenants) sewers, drainage, removal of snow, trash, rubbish, maintenance of trash bins and dumpsters, maintenance of propane tanks and enclosures, holiday decorations, sidewalks, costs of on site personnel to implement such services (including to direct parking and police the Common Areas) and administrative and overhead costs, and subject to the exceptions set forth below. The term Common Areas shall mean all portions of the Building and the Property (excluding the Premises and any other space in the Building designed to be leased to another tenant for its exclusive use) including public bathrooms and lobbies, the roof, foundation, exterior walls, landscaped areas, parking lots and sidewalks.

4.2.

4.3.

4.4.

4.5.

Commencing on the first anniversary of the Commencement Date, and for each Year thereafter (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as Additional Rent Tenants Proportionate Share of applicable increases of Property Taxes and Operating Expenses for the applicable Year. Landlord shall furnish to Tenant a written statement setting forth the following: (a) the amount Landlord estimates Landlord will pay for Operating Expenses (broken down into reasonable categories), and Property Taxes for the prior year, (b) Landlords estimate of Tenants Proportionate Share of the increases in Operating Expenses and Property Taxes; and (c) a calculation of onetwelfth (1/12) of such estimate (the Monthly Estimated Rent). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the applicable anniversary of the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixtyfive (365) day year. Notwithstanding anything to the contrary, Operating Expenses shall not include: (1) the original costs of constructing the Building and the Common Areas; (2) the cost of repair or replacement to the structure, plumbing, or utility services of or to the Building or the Property (or reserves therefore); (3) expenses for which the Landlord is or will be reimbursed by another source (excluding Tenant reimbursement for Operating Expenses), including but not limited to repair or replacement of any item covered by warranty; (4) costs incurred to benefit (or as a result of) a specific tenant or items and services selectively supplied to any specific tenant; (5) expenses for the defense of the Landlords title to the Property; (6) structural repairs and replacements; (7) depreciation and amortization of the Building and the Common Areas or financing costs, including interest and principal amortization of debts; (8) charitable, lobbying, special interest or political contributions; (9) costs of improving or renovating space for a tenant or space vacated by a tenant; (10) any amounts expended by Landlord to comply with any Environmental Laws; (11) costs to correct original or latent defects in the design, construction or equipment of the Building and the Common Areas; (12) expenses paid directly by any tenant for any reason (such as excessive utility use); (13) any repair, rebuilding or other work necessitated by condemnation, fire, windstorm or other insured casualty or hazard; (14) any expenses incurred (i) to comply with any governmental laws, regulation and rules or any court order, decree or judgment including, without limitation, the Americans with Disabilities Act; or (ii) as a result of Landlords alleged violation of or failure to comply with any governmental laws, regulations and rules or any court order, decree or judgment; (15) leasing commissions, advertising expenses and other costs incurred in leasing or procuring new tenants; (16) rental on ground leases or other underlying leases; (17) attorneys fees, accounting fees and expenditures incurred in connection with tax contests or negotiations, disputes and claims of other tenants or occupants of the Building or with other third parties except as specifically provided in this Lease; (18) cost of the initial stock of tools and equipment for operation, repair and maintenance of the Building; (19)

4.6.

amounts billed (directly or indirectly) for salaries, overhead and administrative and/or management fees, office expenses, rent and office supplies which (i), are duplicative, (ii) do not represent actual costs incurred for actual services, or (iii) are administrative and/or management fees based on Landlords Insurance and/or Real Property Taxes; and (20) common area charges or common area expenses imposed upon Landlord under the Declaration, except the portion of such expenses/charges which are or would be Operating Expenses as defined herein. 4.7. Landlord shall keep records showing all expenditures incurred as Operating Expenses and Property Taxes for each calendar year for a period of two (2) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours in the city in which the Property is located. With respect to any statement from Landlord indicating Landlords estimation of Tenants Proportionate Share, provided Tenant is not in default beyond the applicable notice and cure period of any other obligation under this Lease, then, and only in those events, Tenant, or its authorized representative, may for a period of not more than two (2) years from receipt of Landlords billing to Tenant during reasonable business hours and upon at least twenty (20) days prior written notice to Landlord, examine and audit such records, at Landlords office, for the purpose of verifying the validity of such billing for such year in question, but in no event shall Tenant conduct any such audit more than one (1) time per year. In the event such examination and audit discloses that Tenant has overpaid or been over billed its actual share of the costs, Tenant shall be entitled to a credit against its rental account for such overpayment, except that in the last year of the term of this Lease, Landlord shall refund to Tenant any such overpayment. In no event shall Landlord be responsible to reimburse Tenant for Tenants costs of such examination and audit. Nothing contained herein shall be deemed to at any time relieve Tenant of its obligations to pay Tenants proportionate share of the costs at the times and in the manner designated for such payment. Upon the date of any expiration or termination of this Lease, whether the same be the date herein set forth for the expiration of the Term or any prior or subsequent date, the entire amount of additional rent herein provided for shall immediately become due and payable by Tenant to Landlord. Tenants obligation to pay any and all additional rent under this Lease shall survive any expiration or termination of this Lease. Any dispute with respect to Landlords calculations of Tenants Proportionate Share of Additional Rent shall be resolved by the parties through consultation in good faith within sixty (60) days after notice by Tenant to Landlord. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlords determination of Tenants Proportionate Share of Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward

4.8.

the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If variance is less than five percent (5%), Tenant shall pay the cost of said audit. 4.9. Security Deposit: The Landlord hereby acknowledges that it has received a security deposit from Tenant in the amount listed above (the "Security Deposit"). The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all terms and covenants of this Lease and shall be returned to the Tenant upon the Termination of this Lease if all terms and covenants have been met by the Tenant. The parties agree that the Landlord is not obligated to place the Security Deposit in an interest-bearing account and the Tenant is not entitled to any interest on said Security Deposit. If the Rent or any other charges payable hereunder shall be overdue and unpaid or should Landlord make payments on behalf of the Tenant, or Tenant shall fail to perform any of the terms of this lease, then Landlord may, at Landlord's option and without prejudice to any other remedy which Landlord may have, appropriate and apply the entire Security Deposit or so much thereof as may be necessary to compensate Landlord toward the payment of the Base Rent, Additional Rent, or other sums or loss or damage sustained by Landlord due to such breach on the part of Tenant; and Tenant shall forthwith upon demand restore said Security Deposit to the original sum deposited. Should Tenant comply with all said terms and promptly pay all of the Rent as they fall due and all other sums payable by Tenant to Landlord, said Security Deposit shall be returned to Tenant at the end the term. In the event of bankruptcy or other creditor-debtor proceedings against Tenant, all securities shall be deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to the filing of such proceedings.

5. UTILITIES; TAXES; INSURANCE; RUBBISH; HVAC. 5.1. From the Commencement Date and during the Lease Term, Tenant agrees to pay for all utility and other services rendered or furnished to the Premises, including, without limitation, electricity used for heating, cooling, lighting and other purposes, gas and water. Tenant shall also be responsible for its proportional share of those utilities provided to the Building and Land as a whole. Landlord shall not be liable to Tenant for any interruption in service of water, electricity, heating, air conditioning or other utilities and services caused by an unavoidable delay, by the making of any necessary repairs, or by any cause beyond Landlord's reasonable control. Tenant agrees that it will not install any equipment which will exceed or overload the capacity of any utility facilities serving the Premises and that if any equipment installed by Tenant shall require additional utility facilities; the same shall be installed at Tenant's expense in accordance with plans and specifications to be approved in writing by Landlord. Tenant agrees to pay to Landlord the amount of real property taxes and insurance premiums resulting from Tenant's improvements to the Premises, Tenant's business operations, or resulting in any way from this Lease or Tenant's

5.2.

occupancy of the Premises, such approval not to be unreasonably withheld or delayed. 5.3. Tenant agrees to pay all costs of any nature whatsoever for maintenance and repair of all heating, ventilating and air conditioning systems and equipment serving the Premises which are not paid for by manufacturer warranties. Landlord makes no representation or warranties of any nature with respect to such systems or equipment except as specifically provided herein.

6. PARKING. 6.1. At all times during the Lease Term, Landlord shall keep all drives and parking areas on the Property in first class condition, free and clear of all debris, snow and ice and in good passable condition and repair. Tenant shall be entitled to the use of not less than the parking spaces listed above. Except as provided above, Landlord shall have no liability of any nature with respect to such parking spaces or the use thereof by Tenant, its invitees, licensees, employees or third parties. Landlord shall have no obligation to remove improperly parked cars from such spaces or otherwise enforce Tenant's rights in respect thereof as against any party other than Landlord and its employees.

7. PLACE OF PAYMENTS. 7.1. All payments of Rent required to be paid by Tenant to Landlord shall be by check payable to the Landlord at the address above.

8. TENANTS INSTALLATION AND ALTERATIONS. 8.1. Tenant shall not do any construction work or alteration, nor shall Tenant install any equipment, without first obtaining Landlord's written approval and consent, which consent shall not be unreasonably withheld. Tenant shall present to the Landlord plans and specifications for such work in accordance with Landlord's design criteria at the time approval is sought. Tenant shall not commence any such work without first delivering to the Landlord a policy or policies of compensation, liability and property damage insurance, naming Landlord as additional insured, in limits and with companies acceptable to the Landlord. Any such work by Tenant shall be done in a first class, workmanlike manner and in accordance with all applicable government regulations, including building code, fire code and applicable zoning laws, rules and regulations. Any alterations, additions, improvements and fixtures installed or paid for by the Tenant upon the interior or exterior of the Premises, other than trade fixtures and decorations (including ceiling and lighting fixtures), shall upon the expiration or earlier termination of this Lease become the property of the Landlord except the Tenant may, when it vacates, reinstall the original fixtures. Notwithstanding the foregoing, Tenant may remove all wall fixtures lighting and decorations from the

Premises and Tenant agrees to pay for any damage to the Premises caused by the removal of same.

9. COMPLIANCE WITH LAWS. 9.1. Tenant shall, at its own cost and expense: (a) comply with all governmental laws, ordinances, orders and regulations affecting Tenants occupancy of the Premises, now in force or which hereafter may be in force; (b) comply with and execute all rules, requirements and regulations of the Board of Fire Underwriters, Landlord's insurance companies and other organizations establishing insurance rates; (c) not suffer, permit, or commit any waste or nuisance; (d) not conduct any auctions, distress, fire or bankruptcy sale; and (e) install fire extinguishers in accordance with insurance requirements.

10. SIGNS, AWNINGS AND CANOPIES. 10.1. At the discretion and with the prior written consent of Landlord (which consent shall not be unreasonably withheld), Tenant may place identification signs on the exterior of the Premises, on pylon or monument signs at the Property and on the Building directory said signs to be in good taste, of a size to be stipulated by Landlord, and installed at a place designated by Landlord. Other than the foregoing, Except as provided above, Tenant shall not place or suffer to be placed or maintain any sign, awning or canopy in, upon or outside the Premises or upon any other property of Landlord. The Tenant shall not place in the display window, any sign, decoration, lettering or advertising matter of any kind without first obtaining Landlord's approval and consent in each instance. Tenant shall maintain any such signs or other installations, as may be approved, in good condition and repair.

11. ASSIGNMENT. 11.1. The Tenant shall not, and shall not have the power to, transfer, assign, sublet, enter into license or concession agreements, change ownership, mortgage or hypothecate this Lease or the Tenants interest in and to the Premises without first procuring the written consent of the Landlord,. Any attempted purported transfer, assignment, subletting, license or concession agreement, change of ownership, mortgage or hypothecation without the Landlord's written consent shall be void and confer no rights upon any third person. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. If this Lease be assigned or if the Premises or any part thereof be occupied by anybody other than Tenant, Landlord may collect rent from the assignee or occupant and apply the net amount collected to the rent herein reserved, but no such assignment, under letting

occupancy or collection shall be deemed a waiver of this provision or the acceptance of the assignee, under Tenant or occupant as Tenant. Tenant agrees to reimburse Landlord for Landlord's reasonable attorney's fees incurred in conjunction with the processing and documentation of any such requested transfer, assignment, subletting, license or concession agreement, change of ownership, mortgage or hypothecation of this Lease or Tenant's interest in and to the premises. Each transfer, assignment, subletting, license, concession agreement, mortgage or hypothecation to which there has been consent shall be by an instrument in writing in form reasonably satisfactory to Landlord, and shall be executed by the transferor, assignor, sublease, licensor, concessionaire, hypothecator or mortgagor and the transferee, assignee, sub lessee, licensee, concessionaire or mortgagee in each instance, as the case may be; and each transferee, assignee, sub lessee, licensee, concessionaire or mortgagee shall agree in writing for the benefit of the Landlord herein to assume, to be bound by, and to perform the terms, covenants and conditions of this Lease to be done, kept and performed by the Tenant, including the payment of all amounts due or to become due under this Lease directly to the Landlord. Failure to first obtain in writing Landlord's consent or failure to comply with the provisions of this section shall operate to prevent any such transfer, assignment, subletting, license, concession agreement or hypothecation from becoming effective. 12. FAILURE TO REPAIR. 12.1. If Tenant refuses or neglects to make repairs to the Premises that are required under the terms of this Lease, then, Landlord shall have the right after 30 days written notice to Tenant, but shall not be obligated, to make such repairs on behalf of and for the account of Tenant. In such event, work shall be paid for in full by Tenant as Additional Rent promptly upon receipt of a bill thereof. If Landlord shall fail to maintain the Building or the Common Areas in condition and repair as required by this Lease, then Tenant shall have the right, but not the obligation, after 30 days written notice to Landlord, to make such repairs on behalf of and for the account of Landlord. In such event, the cost of such repairs shall be paid by Tenant and upon such payment, Landlord shall promptly upon demand reimburse Tenant therefor. If Landlord shall fail to reimburse Tenant for payments made hereunder within 60 days of demand, then Tenant may offset all claims hereunder against the Rent.

12.2.

13. LIENS. 13.1. Should any mechanic's or other lien be filed against the Premises because of Tenant's acts or omissions or because of a claim against Tenant, Tenant shall cause the same to be canceled and discharge of record by bond or otherwise within one hundred twenty (120) days after notice by Landlord. Tenant's failure to do so shall constitute a material default under this Lease, without the necessity for any further notice by Landlord to Tenant.

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14. LIABILITY. 14.1. Tenant shall indemnify Landlord and save it harmless from any suits, actions, damages, liability and expense in connection with loss of life, bodily or personal injury or property damage arising from or out of the use or occupancy by Tenant of the Premises or any part thereof, or occasioned wholly or in part by acts or omissions of Tenant, its agents, contractors, employees, servants, invitees, licensees or concessionaires whether occurring in or about the Premises or in Common Areas and facilities or elsewhere on the Property, but Tenant shall not be liable for injury or damage proximately caused by the negligence of Landlord or its agents, servants or employees, unless such damage or injury is covered by insurance Tenant is required to provide or does provide. This obligation to indemnify shall include reasonable costs, expenses and liabilities reasonably incurred from the first notice that any claim or demand is to be made or may be made. Tenant shall give notice to Landlord in case of fire or accidents on the premises, in the building and property or of defects therein or any fixtures or equipment.

15. HAZARD INSURANCE. 15.1. Landlord shall carry and maintain a policy or policies of fire and extended coverage insurance with standard coverage vandalism, malicious mischief, special extended perils (all risk) endorsements to the extent of the replacement value of the Building. Such insurance shall include a loss rental endorsement providing coverage equal to not less than twelve (12 months) rent. Tenant shall maintain during any period of construction upon the Premises by Tenant such insurance as builder's risk and workers compensation for the benefit of Landlord, Tenant and any Mortgagee, as their interests may appear, with coverages approved in advance by Landlord. If Tenant installs upon the Premises any electrical equipment which constitutes an overload of the electrical lines of the Premises, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of the insurance underwriters and any governmental authority having jurisdiction thereover, but nothing herein contained shall be deemed to constitute Landlord's consent to such overloading. Tenant shall, at its own expense, comply with all requirements, including the installation of fire extinguishers or automatic dry chemical extinguishing system, or the insurance underwriters or any governmental authority having jurisdiction thereover, necessary for the maintenance of reasonable fire and extended coverage insurance for the Building and the Common Areas. Tenant further covenants and agrees that from and after the commencement of any work by Tenant in the Premises, Tenant will carry and maintain, at its sole cost and expense, the following types of insurance, and the amounts specified in 11

15.2.

the form provided for in 1: Standard Commercial General Public Liability Insurance: the limits of liability of such insurance bill shall be in an amount not less than $2 million per occurrence, personal injury including death in an amount of not less than $2 million per occurrence, property damage liability in an amount of $1 million per occurrence. All such policies shall name the Landlord as an insured there in and Tenant will furnish copies of all such policies to Landlord. "All risk" property insurance covering Tenants leasehold improvements, alterations, additions or improvements, trade fixtures, merchandise and personal property from time to time in or upon the Premises, providing protection against any peril included within the classification "fire and extended coverage" together with insurance against sprinkler damage, vandalism and malicious mischief. Such property insurance policy shall contain appropriate endorsements waiving insurers right of subrogation against Landlord. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the provisions of Damages and Destruction provisions herein. 15.3. All policies of insurance provided for herein shall be issued by nationally recognized insurance companies licensed to do business in the State of Connecticut. All such policies shall be issued in the names of Landlord and Tenant, and if requested by Landlord, Landlord's first mortgagee, which policies shall be for the mutual and joint benefit and protection of Landlord, Tenant and Landlord's mortgagee, and executed copies of such policies of insurance or certificates thereof shall be delivered to Landlord within ten (l 0) days after the commencement of the term and thereafter, executed copies of renewal policies or certificates thereof shall be delivered to Landlord within thirty (30) days prior to the expiration of the term of each such policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by the Tenant in like manner to like extent. All policies of insurance delivered to the Landlord must contain a provision that the company writing said policy will use its best efforts to give to the Landlord twenty (20) days notice in writing in advance of any cancellation or lapse or the effective date of any reduction in the amounts of insurance. All public liability, property damage and other casualty policies shall be written as primary policies, not contributing with and not in excess of coverage which the Landlord may carry. Notwithstanding anything to the contrary contained within this Section, the Tenant's obligations to carry insurance provided for herein may be brought within the coverage of a so-called blanket policy or policies of insurance carried and maintained by the Tenant; provided, however, that the Landlord and Landlord's first mortgagee shall be named as an additional insured thereunder as their interest may appear and that the coverage afforded the Landlord will not be reduced or diminished by reason of the use of such blanket policy of insurance, and provided further that the requirements set forth herein are otherwise satisfied. The Tenant agrees to permit the Landlord at all reasonable times to inspect the policies of insurance of the Tenant covering risks upon the Premises for which policies or copies thereof are not required to be delivered to the Landlord.

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15.4.

Landlord shall indemnify Tenant for any and all insurance premium increases occasioned wholly or in part by acts or omissions of Landlord, its agents, contractors, employees, servants, invitees, licensees or concessionaires whether occurring in or about the premises or in common areas and facilities or elsewhere on the property of Landlord.

16. DAMAGE AND DESTRUCTION. 16.1. If the Premises shall be partially damaged by any casualty insured under the Landlord's insurance policy, Landlord shall, upon receipt of the insurance proceeds, repair the same, and the Rent shall be abated proportionately as to that portion of the Premises rendered untenantable. If the Premises, or the Property of which the leased Premises are a part, (a) by reason of such occurrence is rendered wholly untenantable or (b) should be damaged as a result of a risk which is not covered by Landlord's insurance, then or in any such events, Landlord may either elect to repair the damage or may cancel this Lease by notice of cancellation within thirty (30) days after such event and thereupon this Lease shall expire, the Tenant shall vacate and surrender the Premises to Landlord. Tenant's liability for rent upon the termination of this Lease shall cease as of the day following the event or damage. In the event Landlord elects to repair the damage insured under Landlord's policies, any abatement of rent shall end five (5) days after notice by Landlord to Tenant that the Premises have been repaired. If the Premises are not substantially restored so as to be reasonably useable by Tenant within forty-five (45) days after such damage, then Tenant may cancel this Lease by notice in writing to Landlord at any time after such period and before substantial restoration. If the damage is caused by the negligence of Tenant or its employees, agents, invitees or concessionaires, there shall be no abatement of rent. Unless this Lease is terminated by Landlord, Tenant shall repair and refixture the interior of the Premises in a manner and to at least a condition equal to that existing prior to its destruction or casualty and the proceeds of an insurance carried by Tenant on its property and improvements shall be held in trust by Tenant for the purpose of said repair or replacement.

17. CONDEMNATION. 17.1. Total. If the whole of the Premises, or the Property of which the leased Premises are a part, shall be acquired or parent taken by eminent domain for any public or quasi-public use or purpose then this Lease and the term herein shall cease and terminate as of the date of title vesting in such proceeding. Partial. If any part of the Premises shall be taken as aforesaid, and such partial taking shall render that portion not so taken unsuitable for the business of the Tenant, then this Lease may be terminated at Tenant's option; provided Tenant exercises its option to terminate within ninety (90) days of the acquisition or taking by eminent domain. In the event Tenant does not terminate as aforesaid, then the term hereof shall be reduced in the same proportion that the floor area of 13

17.2.

the Premises taken bears to the original floor area and Landlord shall, upon receipt of the award in condemnation, make all necessary repairs or alterations to the Premises and Building so as to constitute the portion of the Building not taken a complete architectural unit, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing said Building, nor shall Landlord in any event be required to spend for such work an amount in excess of the net amount received by Landlord as an award or damages for the part of the Premises so taken. "Net amount received by Landlord" shall mean that part of the award in condemnation after deducting all expenses in connection with the condemnation proceedings, which is free and clear to Landlord of any collection by mortgagees for the value of the diminished fee. If this Lease is terminated as provided in this Section, the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make an equitable refund of any rent paid by Tenant in advance. 17.3. Award. Tenant shall not be entitled to and expressly waives all claim to any condemnation award for any Taking, whether whole or partial, and whether for diminution in value of the leasehold or the fee, although Tenant Shall have the right, to the extent that the same shall not reduce Landlord's award, to claim from the condemners, but not from Landlord, such compensation as may be recoverable by Tenant in its own right for damage to Tenants business and trade fixtures, if such claim can be made separate and apart form any award to Landlord and without prejudice to Landlord's award.

18. LATE CHARGE. 18.1. In order to defray the additional expenses involved in collecting and handling delinquent payments, Tenant shall pay a late charge equal to ten (10%) percent of the amount of any installment of Rent which is paid more than ten (10) days after the due date thereof. This charge is intended to compensate Landlord for additional costs incurred by it, and is not to be considered a penalty. Failure of Landlord to insist upon the payment of this late charge, isolated or repeated, shall not be deemed a waiver of Landlord's right to impose such charge for any future default.

19. ACCORD AND SATISFACTION. 19.1. No payment by Tenant or receipt of Landlord of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in the Lease provided. In the event this Lease requires Tenant to submit payment monthly for items other than the base rent and in the event Tenant submits a payment of less than the total combine amount of all of said payments, then the

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Landlord shall have the option to credit said payments toward any of said items it so desires, notwithstanding any specification of Tenant.

20. DEFAULT. 20.1. If Tenant makes any transfer, assignment, conveyance, sale, pledge or disposition of all or a substantial portion of its property, or removes a substantial portion of its personal property from the Premises other than by reason of an assignment or subletting of the Premises permitted under this Lease, or if the Tenant's interest herein shall be sold under execution, or if the Tenant fails to conduct business in the leased premises for a period of 30 consecutive days, then and forthwith thereafter the Landlord shall have the right, at its option and without prejudice to its rights hereunder, to terminate this Lease and recover possession of the Premises. All of the remedies given to the Landlord in this Section, or elsewhere in this Lease in the event of default by Tenant, are in addition to and not in derogation of all other rights or remedies to which Landlord may be entitled under the laws of the State of Connecticut, and all such remedies shall be deemed cumulative such that the election of one shall not be deemed a waiver of any other of further rights or remedies. Tenant shall also pay all costs, expenses and reasonable attorney's fees incurred by Landlord in enforcing the terms of this Lease. If the Tenant shall make default in payment of the rents reserved hereunder for a period of (10) days after written notice from Landlord to Tenant that any of the same shall have become due and payable as aforesaid, and have not been paid or if default shall be made by Tenant in any of the other covenants and agreements herein contained to be kept and fulfilled on the part of the Tenant and such default shall continue for a period of thirty (30) days after written notice of such default is given by the Landlord , Landlord may invoke the provisions below. Upon a Tenant Default, and after any applicable cure period, Landlord may: (i) terminate this Lease after giving Tenant at least thirty (30) days written notice of its intention to do so and in accordance with any Legal Requirements governing such termination, and Tenant shall then surrender the Premises to Landlord; or (ii) enter and take possession of the Premises, in accordance with any Legal Requirements governing such repossession, and remove Tenant, with or without having terminated this Lease. Landlords exercise of any of its remedies or its receipt of Tenants keys shall not be considered an acceptance or surrender of the Premises by Tenant. A surrender must be agreed to in writing and signed by both parties. If Landlord terminates this Lease or terminates Tenants right to possess the Premises because of a Tenant Default, Landlord may hold Tenant liable for, but

20.2.

20.3.

20.4.

20.5.

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subject to the terms of this subsection: (i) Fixed Rent and other indebtedness, which shall include Additional Rent that otherwise would have been payable by Tenant to Landlord prior to the expiration of the Term, less any amount that Landlord receives from reletting the Premises after all of Landlords costs and expenses incurred in such reletting have been subtracted; (ii) any reasonable amounts Landlord incurs in reletting the Premises during the remainder of the Term; and (iii) other necessary and reasonable expenses incurred by Landlord in enforcing its remedies. Tenant shall be liable for only those actual damages suffered by Landlord. Tenant shall pay any such sums due within thirty (30) days of receiving Landlords proper and correct invoice for the amounts. Landlord is not entitled to accelerate Fixed Rent or any other amounts that would become due from Tenant to Landlord. During each collection action, Landlord shall be limited to the amount of Fixed Rent due that would have accrued had the Lease not been terminated. Landlord shall mitigate any damage, for example by making best efforts to relet the Premises on reasonable terms. 20.6. During the six (6) months prior to the expiration of this Lease or any renewal term, Landlord may place upon the said Premises "To Let" or "For Sale" signs which Tenant shall permit to remain thereon.

21. BANKRUPTCY. 21.1. To the full extent permissible under the Bankruptcy Reform Act of 1978, specifically Section 365 thereof (11 U.S.C. 365) or any successor thereto, if Tenant shall file a voluntary petition in bankruptcy or take the benefit of any insolvency act or be dissolved or adjudicated as bankrupt, or if a receiver shall be appointed for its business or its assets and the appointment of such receiver is not vacated within sixty (60) days after such appointment, or if it shall make an assignment for the benefit of its creditors, then and forthwith thereafter the Landlord shall have all of the rights provided in the Default provisions above in the event of nonpayment of rent.

22. ACCESS TO PREMISES. 22.1. Landlord shall have the right, on prior notice and during normal business hours, except in emergency, to enter the Premises to inspect or to exhibit the same to prospective purchasers, mortgagees, and tenants and to make such repairs, additions, alteration or improvements as Landlord may deem reasonably desirable provided the same do not materially interfere with Tenants use and enjoyment of the Premises and the Common Areas. Landlord shall be allowed to take all material in, to and upon said Premises that may be required therefore without the same constituting an eviction of Tenant in whole or in part, while said work is in progress by reason of loss or interruption of Tenant's business or otherwise and Tenant need not be personally present to permit an entry into said Premises when for any reason an entry therein shall be permissible, Landlord may enter the same by a master key which shall be provided to the Landlord by Tenant. The

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provisions of the Section shall not be construed to impose upon Landlord any obligation whatsoever for the maintenance or repair of the Building or any part thereof accept as otherwise herein.

23. SUBORDINATION. 23.1. At the option of Landlord or any mortgagees, this Lease and the Tenant's interest hereunder shall be subject and subordinate to any mortgage, deed of trust, ground or underlying leases or any method of financing or refinancing now or hereafter placed against the Property (individually, a Permitted Mortgage), and/or the Premises, and/or the Building; and to all renewals, modifications, replacements, consolidations and extensions If the holder of record of any mortgage covering the Property shall have given prior written notice to Tenant that it is the holder of said mortgage and such notice includes the address at which notice to such mortgages are to be sent, then Tenant agrees to give to the holder of record of such mortgage notice simultaneously with any notice given to Landlord to correct any default of Landlord as hereinabove provided, and agrees that the holder of record of such first mortgage shall have the right, within sixty (60) days after receipt of said notice, to correct or remedy such default before Tenant may take any action under this Lease by reason of such default.

24. ATTORNMENT. 24.1. Tenant shall, in the event of the sale or assignment of Landlord's interest in the Premises, or in the event of any proceeding brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Premises, attorn to the purchaser or foreclosing mortgagee and recognize such purchaser of foreclosing mortgagee as Landlord under this Lease.

25. QUIET ENJOYMENT. 25.1. The obligations contained in this lease to be performed by the Landlord shall be binding upon Landlord's successors and assigns during their respective periods of ownership. Upon the Tenant's paying the fixed base rent and any additional rent and performing all of the Tenant's material obligations under this lease, the Tenant may peacefully and quietly enjoy the leased Premises during the lease term, renewal or any extended or holdover term as against all persons, entities and/or mortgagees lawfully claiming by or through the Landlord.

26. FORCE MAJEURE. 26.1. Landlord shall be excused for the period of any delay in the performance of any obligations hereunder, when prevented from so doing by cause or causes beyond

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Landlord's control which shall include, without limitation, all labor disputes, civil commotion, war, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, inability to obtain any material, services or financing or through acts of God. Landlord shall not be entitled to rely upon this section unless it shall advise the Tenant in writing, of the existence of any force majeure preventing the performance of any obligation of Landlord within five (5) days after the commencement of the force majeure. Tenant shall similarly be excused for delay in the performance of obligations hereunder, provided that nothing contained in this Section or elsewhere in this Lease shall be deemed to excuse or permit any delay in the cure of any default which may be cured by the payment of money. Tenant shall not be entitled to rely upon this Section unless it shall advise the Landlord in writing, of the existence of any force majeure preventing the performance of any obligation of Tenant within five (5) days after the commencement of the force majeure. 27. END OF TERM. 27.1. At the expiration of this Lease, Tenant shall surrender the Premises in the same condition as it was in upon delivery of possession thereto under this Lease, reasonable wear and tear excepted, and shall deliver all keys and combinations to locks, safes and vaults to Landlord. Before surrendering said Premises, Tenant shall remove all its personal property including all trade fixtures, and shall repair any damage caused thereby. Tenant's obligations to perform this provision shall survive the end of the term of this Lease, the said property shall be deemed abandoned and shall become the property of Landlord.

28. HOLDING OVER. 28.1. Any holding over after the expiration of this term or any renewal term shall be construed to be tenancy at will and shall otherwise be on the terms herein specified so far as applicable.

29. NO WAIVER. 29.1. Failure of Landlord to insist upon the strict performance of any provision of this Lease or to exercise any option or any rules and regulations herein contained shall not be construed as a waiver for the future of any such Provision, rule or option. The receipt by Landlord of rent with knowledge of the breach of any provision of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived unless such waiver is in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent shall be deemed to be other than on account of the earliest rent then unpaid nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction and Landlord may accept such check or payment without prejudice to

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Landlords right to recover the balance of such rent or pursue any other remedy in this Lease provided.

30. NOTICES. 30.1. Any notice, demand, request or other instrument which may be or are required to be given under this Lease shall be delivered in person or sent by United States Certified or Register Mail; postage prepaid, and shall be addressed to the addresses in section 1 above. Either party may designate such other address as shall be given by written notice.

30.2.

31. RECORDING. 31.1. Neither Landlord nor Tenant shall record this Lease in any governmental or public office.

32. PARTIAL INVALIDITY. 32.1. If any provision of this Lease or application thereof to any person or circumstance shall to any extent be invalid, the remainder of the Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

33. SUCCESSORS AND ASSIGNS. 33.1. Except as otherwise expressly provided, all provisions herein shall be binding upon and shall inure to the benefit of the parties, their legal representatives, successors and assigns. Each provision to be performed by Tenant shall be construed to be both a covenant and a condition, and if there shall be more than one Tenant, they shall all be bound jointly and severally, by these provisions.

34. ENTIRE AGREEMENT. 34.1. This Lease and the Exhibits, Riders and/or Addenda, if any, attached, set forth the entire agreement between the parties. Any prior conversations or writings are merged herein and extinguished. No subsequent amendment to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed. Submission of this Lease for examination does not constitute an option for the Premises and becomes effective as a Lease only upon execution and delivery thereof by Landlord to Tenant. If any provision contained in a rider or addenda is inconsistent with any other provision of this Lease, the provision

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contained in said rider or addenda shall supersede said other provision, unless otherwise provided in said rider or addenda.

35. CAPTIONS. 35.1. The captions, numbers and index appearing herein are inserted only as a matter of convenience and are not intended to define, limit, construe or describe in the scope or intent of any paragraph, nor in any way affect this Lease.

36. DEFINITION OF LANDLORD AND TENANT OBLIGATIONS. 36.1. If there should be more than one Landlord or Tenant, the covenants of the Landlord or of the Tenant shall be the joint and several obligations of each of them. In construing this Indenture, feminine or neuter pronouns shall be substituted for those of masculine form and vice versa, and the plural for singular, and the singular for plural in any place in which the context may require.

37. GOVERNING LAW. 37.1. This Lease shall be construed, and the rights and obligations of Landlord and Tenant shall be determined, according to the laws of the State of Connecticut.

38. PRE-JUDGMENT REMEDY, REDEMPTION, COUNTERCLAIM & JURY TRIAL. 38.1. THE TENANT, FOR ITSELF AND FOR ALL PERSONS CLAIMING THROUGH OR UNDER IT, HEREBY ACKNOWLEDGES THAT THIS LEASE CONSTITUTES A COMMERCIAL TRANSACTION AS SUCH TERM IS USED AND DEFINED IN CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, SEC. 52-278a ET SEQ., AND HEREBY EXPRESSL Y WAIVES ANY AND ALL RIGHTS WHICH ARE OR MAY BE CONFERRED UPON THE TENANT BY SAID STATUTE TO ANY NOTICE OR HEARING PRIOR TO A PRE-JUDGMENT REMEDY. LANDLORD AND TENANT AGREE THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY LANDLORD OR TENANT ON OR WITH RESPECT TO THIS SUBLEASE OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LANDLORD AND TENANT EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY

38.2.

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RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, TENANT WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. TENANT ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS SUBLEASE AND THAT LANDLORD WOULD NOT ENTER INTO THIS SUBLEASE IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS SUBLEASE. 38.3. Tenant further expressly waives any and all rights which are or may be conferred upon the Tenant by any present or future law or redeem the said Premises, or to any new trial in any action of ejection under any provision of law, after re-entry thereupon, or upon any part thereof, by the Landlords, or after any warrant to dispossess or judgment in ejection.

39. LANDLORDS IMPROVEMENTS. 39.1. Tenants accept the Premises in their present condition and Landlord shall not be obliged to make any Improvements or repairs of any nature, except as specifically proven herein.

40. ESTOPPEL CERTIFICATE. 40.1. Upon written request by the Landlord or Tenant from time to time, the other shall promptly execute Estoppel Certificates, in a form reasonable acceptable to both parties. LANDLORD:

WITNESSES:

, Duly Authorized TENANT By:

TENANT

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By:

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