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NEW ENGLAND BANCSHARES INC | TROIANO PROFESSIONAL CENTER, LLC

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Title: LEASE
Governing Law: Connecticut Date: 6/28/2005
Law Firm: Saperstein & Saperstein;

LEASE

BETWEEN

TROIANO PROFESSIONAL CENTER, LLC

AND

ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION

DATED: November 24, 2004

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TABLE OF CONTENTS

-----------------

Page

ARTICLE 1 - DEMISED PREMISES...................................................1

ARTICLE 2 - TERM...............................................................1

ARTICLE 3 - CONDUCT OF BUSINESS BY TENANT......................................2

ARTICLE 4 - CONSTRUCTION.......................................................2

ARTICLE 5 - RENT...............................................................4

ARTICLE 6 - PAYMENT OF TAXES, ASSESSMENTS, ETC.................................5

ARTICLE 7 - INSURANCE..........................................................8

ARTICLE 8 - LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS....................10

ARTICLE 9 - REPAIRS AND MAINTENANCE...........................................11

ARTICLE 10 - COMPLIANCE WITH ORDERS, ORDINANCES, ETC..........................11

ARTICLE 11 - CHANGES AND ALTERATIONS BY TENANT/EXPANSION RIGHTS...............12

ARTICLE 12 - MECHANICS' LIENS.................................................13

ARTICLE 13 - WASTE............................................................14

ARTICLE 14 - INSPECTION OF PREMISES BY LANDLORD, ETC..........................15

ARTICLE 15 - ASSIGNMENT, SUBLETTING, MORTGAGING, AND ATTORNMENT...............15

ARTICLE 16 - PUBLIC UTILITY CHARGES AND CONNECTIONS...........................17

ARTICLE 17 - INDEMNIFICATION AND CONDITION OF PREMISES........................18

ARTICLE 18 - REPAIR, RESTORATION AND REBUILDING...............................19

ARTICLE 19 - CONDEMNATION.....................................................21

ARTICLE 20 - DEFAULT AND REMEDIES.............................................23

ARTICLE 21 - EFFECT OF INVALID PROVISION......................................26

ARTICLE 22 - NOTICES, DEMANDS AND REQUESTS....................................26

ARTICLE 23 - PROPER USE OF PREMISES, SURRENDER OF POSSESSION..................27

ARTICLE 24 - ENVIRONMENTAL....................................................27

ARTICLE 25 - QUIET ENJOYMENT..................................................29

ARTICLE 26 - ESTOPPEL CERTIFICATES............................................29

ARTICLE 27 - REMEDIES CUMULATIVE, NO WAIVER...................................30

ARTICLE 28 - SUBORDINATION OF LEASE TO FEE MORTGAGES..........................30

ARTICLE 29 - BROKERAGE COMMISSIONS............................................32

ARTICLE 30 - MISCELLANEOUS....................................................32

ARTICLE 31 - LANDLORD'S TITLE AND ALLOWABLE USE...............................34

ARTICLE 32 - CONDITIONS PRECEDENT.............................................35

SCHEDULE A - DEMISED PREMISES

SCHEDULE B - ENCUMBRANCES OF RECORD

SCHEDULE C - ANNUAL NET RENT

SCHEDULE D - COMMITMENT LETTER

SCHEDULE E - PURCHASE AGREEMENT FOR BANK BUILDING

<PAGE>

THIS LEASE (the "Lease") is made as of this 24th day of November, 2004, by

and between TROIANO PROFESSIONAL CENTER, LLC, a limited liability company

organized and existing under the laws of the State of Connecticut (hereinafter

referred to as "Landlord",) and ENFIELD FEDERAL SAVINGS AND LOAN ASSOCIATION, a

banking institution with an office situated in the Town of Enfield, County of

Hartford and State of Connecticut (hereinafter referred to as "Tenant").

W I T N E S S E T H:

ARTICLE 1

DEMISED PREMISES

Section 1.1 In consideration of the rents herein reserved and of the

covenants and agreements herein provided to be performed and observed on the

part of Tenant, Landlord hereby leases to Tenant, and Tenant hereby hires from

Landlord, upon and subject to all of the conditions hereinafter expressed, those

certain premises located on Enfield Street, Enfield, Connecticut, and more

particularly bounded and described on Schedule A attached hereto and made a part

hereof, together with all of the improvements to be constructed thereon pursuant

to this Lease (said premises together with said improvements are hereinafter

collectively referred to as the "Demised Premises").

Section 1.2 The Demised Premises are leased subject to:

A. Such encumbrances of record existing as of the date of the

execution of this Lease, as of the same are more particularly set forth on

Schedule B attached hereto and made a part hereof.

B. Except as specifically provided in this Lease to the contrary,

the physical condition and state of repair of the Demised Premises and of

all of the improvements situated thereon as of the Commencement Date (as

hereinafter defined) of the term of this Lease.

C. A right of way for vehicular and pedestrian ingress and egress to

and from Enfield Street in favor of the Landlord, its successors and

assigns, and in common with Tenant, over and across the driveways and

other areas of the Demised Premises for the purpose of access to

Landlord's adjoining property; provided, however, that such use of said

right of way shall not unreasonably interfere with the conduct of Tenant's

business.

ARTICLE 2

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TERM

Section 2.1 The term of this Lease shall commence on the Commencement Date

(hereinafter defined) and shall end twenty-five (25) years thereafter, unless

such term shall be sooner terminated, as hereinafter provided. The Commencement

Date shall be determined in accordance with the provisions of Section 5.5 of

this Lease below.

ARTICLE 3

CONDUCT OF BUSINESS BY TENANT

Section 3.1 Tenant shall have the right to use the Demised Premises to

conduct its business as a banking facility (inclusive of all lines of business

that Tenant or its affiliates or subsidiaries now or hereafter offer, including

but not limited to, banking, insurance sales, stock brokerage and investment

management) and all purposes incidental thereto. Tenant shall not use or occupy

the Demised Premises in violation of any law or of the Certificate of Occupancy

issued for the building to be constructed by Landlord (the "Building"), and

shall, upon five (5) days written notice from Landlord, discontinue any use of

the Demised Premises which is declared by any governmental authority having

jurisdiction, to be a violation of any recorded covenants, conditions or

restrictions affecting the Demised Premises or of any law or of the Certificate

of Occupancy for the Building.

ARTICLE 4

CONSTRUCTION

Section 4.1 Landlord agrees, subject to all of the provisions of this

Article 4 below, at its sole cost and expense, to cause the Building to be

constructed on the Demised Premises, per plans and specifications prepared by

Tenant's architect (the "Plans and Specifications") as set forth in a certain

construction contract dated as of October 4, 2004 between Landlord and New

England Design Associates, Inc., Part 1 and Part 2 (the "Construction

Contract"), a copy of which is attached hereto and incorporated herein. All

costs payable to the Landlord's contractor under the Construction Contract are

hereafter called the "Construction Costs".

Section 4.2 The Plans and Specifications shall be prepared in accordance

with all applicable building codes, laws and ordinances and shall not require

the Landlord to obtain a variance or similar action from the applicable

municipal authority.

Section 4.3 Landlord agrees to execute the Construction Contract upon

execution of this Lease by the parties.

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Section 4.4 Promptly following the execution of the Construction Contract,

Landlord shall apply for a building permit to complete the construction of the

Building. Following the issuance of a building permit, Landlord shall cause its

contractor to commence and with due diligence proceed to construct the Building

and all required site work in accordance with the agreed-upon Plans and

Specifications and pursuant to the terms of the Construction Contract.

Section 4.5 All construction shall be performed by Landlord's contractor

in a good and workmanlike manner, in compliance with all applicable laws, orders

and regulations. All building permits, temporary and permanent certificates of

occupancy and the government approvals required to construct and to permit the

occupancy of the Building as an office building shall be obtained by Landlord at

its cost and expense. The foregoing permits to be obtained by Landlord shall not

include any licenses or use permits required from any State or Federal banking

regulatory agency.

Section 4.6 During the course of construction, subject to applicable

building codes and regulations, Tenant may enter the Building for the purpose of

inspecting the work, taking measurements, making plans and constructing its

Tenant improvements; however, Tenant agrees that it shall not unreasonably

interfere with Landlord's construction work and Landlord shall have no liability

to Tenant for damage to any property of Tenant stored on the Demised Premises.

Section 4.7 Changes to the Plans and Specifications may be made by Tenant,

subject to the reasonable approval of Landlord, only after a written change

order, setting forth the specific change requested by Tenant and the cost

thereof, has been executed by Tenant, Landlord and Landlord's contractor. Any

and all additional charges required by the Tenant or any governmental

authorities for the construction of the Building and other improvements at the

Demised Premises which are not included in Contract Sum of $3,182,797.00 set

forth in the Construction Contract shall be paid directly by the Tenant to the

Landlord's contractor. All decisions as to all exterior Building colors and

landscaping plan shall be made by Tenant.

Section 4.8 Any and all work that Tenant shall request Landlord to do with

respect to Tenant finishings and the like shall be done by Landlord or

Landlord's contractor pursuant to a separate written agreement entered into by

and between said parties.

Section 4.9 Landlord shall use all reasonable efforts to ensure that the

construction of the Building and all required site work is completed and a

Certificate of Occupancy for the Building is obtained in accordance with the

terms of the Construction Contract.

ARTICLE 5

RENT

<PAGE>

Section 5.1 During the Term of this Lease, Tenant covenants and agrees to

pay to Landlord an annual net rent as follows:

The parties acknowledge that the annual net rent to be paid by Tenant to

Landlord shall be established in accordance with the chart set forth in Schedule

C attached hereto and made a part hereof, subject to the 5-year adjustments

pursuant to the formula noted thereon. As used herein and in Schedule C hereto,

the term "total project cost" shall mean: (i) the Construction Cost, including

and any "Reimbursable Expenses" described in section 13.2 of the Construction

Contract; (ii) engineering fees; (iii) mortgage financing costs and fees, legal

and accounting fees, construction interest costs, and other so-called "soft

costs"; (iv) the sum of Eight Hundred Thousand Dollars ($800,000.00)

attributable to the fair market value of the land comprising the Demised

Premises.

(a) With respect to the "total project costs" referred to above, the

following limitations to said costs shall apply:

(i) the effective annual interest rate of Landlord's permanent

mortgage financing, including points and brokerage fees amortized

over the term of the loan period, shall not exceed seven and

one-half percent (7-1/2%);

(ii) any and all "soft costs", other than construction

interest costs, including but not limited to engineering fees, legal

and accounting fees, zoning and application fees, costs related to

the Landlord's purchase of the Bank Building as described in Section

32.4 below , mortgage financing costs and fees and any "Reimbursable

Expenses" described in section 13.2 of the Construction Contract

shall not exceed the total sum of two hundred twenty-five thousand

dollars ($225,000.00); and, except for those costs related to the

Landlord's purchase of the Bank Building as described above, shall

be limited to those costs and expenses directly related to the

development of the Demised Premises.

(iii) subject to the provisions of section 4.7 and 5.6 below,

"total project costs" shall not exceed the sum of $4,357,797.00.

(b) In the event that the residential parcel adjoining the Demised

Premises to the east (the "Adjoining Parcel") is acquired by the Landlord

within five (5) years from the date hereof, Landlord shall have the right

to modify the access driveway to the project site from Elm Street and, if

necessary, reconfigure parking spaces and landscaping on the Demised

Premises in connection therewith; provided, however, that Landlord shall

be responsible for repairing any damage to the parking areas and/or

landscaping at the Demised Premises caused by any such modification and/or

reconfiguration. In such event, Tenant shall pay to Landlord an amount

equal to one-half (1/2) of the total cost expended by Landlord in

connection with: (a) the acquisition of the Adjoining Parcel and (b)

modification of the access driveway to the Demised Premises from

Elm Street (collectively, the "Parcel Development Costs"); provided

<PAGE>

however, notwithstanding anything to the contrary herein, in no event

shall the amount payable by Tenant to Landlord hereunder be more than

$125,000.00 as a result of the acquisition and development of the

Adjoining Parcel as described above. Such Parcel Development Costs of

Landlord shall include but not be limited to the purchase price and

closing costs in connection with the acquisition of the Adjoining Parcel

together with all costs associated with the relocation of the access

driveway including engineering and reasonable legal fees, zoning fees and

construction costs.. Tenant shall pay to Landlord its share of the Parcel

Development Costs as described above in cash within thirty (30) days of

its receipt of an invoice from Landlord for same accompanied by an

itemized statement detailing said Parcel Development Costs.

Upon acquisition of the Adjoining Parcel and the construction of a

relocated entrance way into the project site of which the Demised Premises

are a part, Landlord shall perform, at is sole cost and expense, any and

all necessary work on the Demised Premises and the Adjoining Parcel,

including the acquisition of all permits, which may be required in order

to accomplish said access relocation and shall grant Tenant and its

successors and assigns, the right to use, in common with others, the

relocated access way serving the project site for pedestrian and vehicular

ingress and egress for the balance of the remaining term of this Lease

(including any renewal term). Any and all expenses of any nature

attributable to the use, operation and maintenance of the Adjoining Parcel

shall be the sole and exclusive responsibility of the Landlord and shall

not be passed on to the Tenant. The details of the construction and

location of the relocated access driveway and any other construction by

Landlord in connection therewith on the Demised Premises shall be in

accordance with the plans and the approval therefor granted by the Town of

Enfield.

Section 5.2 All of the monthly rental installments referred to in Section

5.1 of this Article above, shall be due and payable on the first business day of

each and every month throughout the Term of this Lease in advance.

Section 5.3 It is the intention and understanding of the parties that the

annual net rent hereunder shall be paid to Landlord absolutely net and without

any deduction, set-off, counterclaim or abatement whatsoever, except as in this

Lease is otherwise specifically provided. Accordingly, if, at any time during

the term of this Lease, under the laws of the State in which the Demised

Premises are located or a political subdivision thereof, a tax or excise solely

on rents or other tax, however described, payable solely with respect to real

property and/or the rents from real property or any part thereof, is levied or

assessed by said State or political subdivision thereof against the Landlord

and/or on the Demised Premises and/or on the rent or any part thereof, in

addition to or as a substitute in whole or in part for taxes presently assessed

or imposed by said State or any of its political subdivisions, on the Demised

Premises or on any part thereof, Tenant covenants and agrees that promptly

following its receipt from Landlord of the statement from such taxing authority,

it shall pay and discharge all such taxes or excises on rents or any other such

taxes or excises on rents (to the extent that such taxes or excises

on rents would be payable if the Landlord had no income other

<PAGE>

than that derived from the Demised Premises) before any fine, penalty, interest

or cost may be added thereto for the non-payment thereof.

Section 5.4 If, during the term of this Lease, Tenant shall fail to pay

any installment of annual net rent to Landlord within ten (10) days following

the date that the same is due and payable, such unpaid installment of annual net

rent shall bear interest at the rate of twelve (12%) percent per annum from the

date that it was due to the date that it is paid to Landlord.

Section 5.5 The Commencement Date of this Lease and the date that Tenant

shall become obligated to pay annual net rent shall be the first day of the

calendar month immediately following the date the Building is suitable for

occupancy by Tenant as a result of the substantial completion by Landlord of all

construction required by the Plans and Specifications. The Commencement Date

shall not be extended as a result of any unfinished work or installations which

are not the Landlord's responsibility hereunder . As soon as practicable

following the parties ascertainment of said date, the parties shall enter into a

lease modification agreement setting forth the Commencement Date and the amounts

of the annual net rent payable throughout the term of this Lease as calculated

in accordance with Schedule C.

Section 5.6 The amount of the Net Rent payable by Tenant to Landlord in

accordance with Schedule C is specifically contingent upon Landlord obtaining

from Tenant construction and permanent mortgage financing in an amount not less

than 90% of the "total project costs" defined in Section 5.1 above at an annual

interest rate of seven percent (7%) fixed for a 25 year term without points, as

described in the commitment letter attached hereto as Schedule D. In the event

that the Tenant, as lender, does not provide such financing, the Net Rent

payable hereunder shall be adjusted in accordance with Schedule C to reflect the

interest rate differential and Tenant shall be responsible to reimburse

Landlord, at the time of Landlord's mortgage closing, for the incremental

additional costs incurred by Landlord attributable to the increased costs of

obtaining alternative financing, provided said additional costs are reasonable

and customary and provided that in the event Landlord obtains alternate

financing at an interest rate above 9% per annum, the adjustment in the Net Rent

payable by Tenant shall be based upon a maximum alternate rate of 9% per annum.

ARTICLE 6

PAYMENT OF TAXES, ASSESSMENTS, ETC.

Section 6.1 Tenant covenants and agrees to pay, before any fine, penalty,

interest or cost may be added thereto for the non-payment thereof, all real

estate taxes, assessments, water rates and sewer rents, and all other

governmental charges, general and special, ordinary and extraordinary,

unforeseen as well as foreseen, of any kind and nature whatsoever, including but

not limited to assessments for public improvements or benefits (all of which

taxes, assessments, water rates and sewer rents and other governmental

charges are hereinafter referred to as "impositions"), that are

<PAGE>

assessed, levied, confirmed, and/or imposed, and/or that become a lien upon or

become payable in respect of the Demised Premises or any part thereof, including

without limitation all lawful charges made by any public or quasi-public

authority by reason of any use by Tenant, or any one occupying any part of the

Demised Premises, or any undertenant, during the term of this Lease. If by law

any such imposition is payable, or may at the option of the taxpayer be paid, in

installments, then Tenant may pay the same in installments as the same

respectively become due and before any fine, penalty, interest or cost may be

added thereto for the non-payment thereof; provided, however, that, if Landlord

so requests, Tenant shall pay to Landlord the full amount of each of such

impositions in twelve (12) equal monthly installments in advance; said payments

to be made, upon direction from Landlord, on the same dates that the annual net

rent reserved hereunder is due and payable and to be predicated upon the last

issued tax bill, so that, upon the expiration of each one (1) year period,

Landlord shall have in its possession funds sufficient to pay all such

impositions. Landlord agrees that it shall exercise its right to require Tenant

to pay such impositions in monthly installments only in the event that and for

so long as the first mortgagee of the Demised Premises shall require Landlord to

pay the same to it in monthly installments. Any interest payable thereon by such

first mortgagee shall belong to Tenant.

Section 6.2 Any imposition relating to a fiscal period of the taxing

authority, a part of which period is included within the term of this Lease and

a part of which is included in a period of time prior to the Commencement Date

or after the expiration of this Lease, whether or not such imposition shall be

assessed, levied, confirmed, imposed or become a lien upon the Demised Premises,

or shall become payable during the term of this Lease, shall be adjusted and

prorated as between Landlord and Tenant, so that Landlord shall pay that portion

of such imposition for that part of such fiscal period included in the period of

time prior to the Commencement Date and after the expiration of this Lease and

Tenant shall pay that portion of such imposition for that portion of such fiscal

period included within the term of this Lease. It being understood, however,

that, with respect to any imposition for public improvements or benefits which

by law is payable, or at the option of the taxpayer may be paid, in

installments, Landlord shall pay the installments thereof that become due and

payable prior to the Commencement Date and subsequent to the expiration of this

Lease, and Tenant shall pay those installments that become due and payable

during the term of this Lease, all without any apportionment of such imposition.

Section 6.3 Except as specifically provided in Section 5.3 of Article 5 of

this Lease, nothing in this Lease contained shall require Tenant to pay any

income, franchise, corporation, revenue, excise, gift, rent, estate,

inheritance, succession, capital levy or transfer tax of the Landlord.

Section 6.4 Tenant covenants to furnish to the Landlord original receipts

of the appropriate taxing authority, or photostatic copies or duplicate

originals, or other appropriate written evidence thereof, evidencing payment,

before any fine, penalty, interest, or cost may be added thereto for the

non-payment thereof, of all impositions herein provided to be borne

or paid by Tenant. Tenant agrees to furnish said receipts to

<PAGE>

Landlord within thirty (30) days after the payment of said impositions and also

to furnish copies thereof once each year either to Landlord or to such persons

as Landlord may designate, including, without limitation, any fee mortgagee.

Section 6.5 Tenant may pay any such imposition under protest, and, at its

own cost and expense, may take such action as it may elect to procure a refund

of all or any part of such imposition so paid, and such action may be taken,

filed, instituted and prosecuted in the name of Tenant and/or Landlord, or both,

but at Tenant's own expense and free of all costs and expense to Landlord. In

the event that Tenant, as a result of any such action, shall recover any sums in

the name of Landlord, such sums shall belong to Tenant.

Section 6.6 Tenant shall not be required to pay, discharge or remove any

such imposition or the lien upon the Demised Premises resultant therefrom so

long as it shall proceed to contest the validity or amount thereof by

appropriate legal proceedings, provided that (a) Tenant, before such imposition

shall become delinquent, (i) shall give notice to Landlord of the intention of

Tenant to contest the same, such notice to specify the amount to be contested,

and, (b) such contest and the legal proceedings thereon shall operate to prevent

the happening of all of the following: (i) the collection of the imposition so

contested; (ii) the sale or forfeiture of the Demised Premises or any part

thereof to satisfy the imposition so contested; (iii) the appointment of a

receiver because of the non-payment of the imposition so contested; (iv) any

default for non-payment of such imposition under any mortgage on the Demised

Premises. While such legal proceedings are pending and Tenant is not in default

with respect to any of the deposits provided for in this Section 6, Landlord

shall not have the right to pay, remove or discharge the imposition so

contested. Tenant, in making the deposits in this Section 6 provided for, shall

be entitled to credit for any sums on deposit with the applicable authorities on

account of the imposition so contested, provided that such sums have been

deposited under conditions that will insure that such sums will be applied

toward the payment of such imposition. If the amount at any time on deposit as

above, on account of any imposition so contested, shall be less than 125% of

such unpaid imposition, together with the penalties, interest and other charges

accrued thereon, Tenant, upon demand of Landlord, shall deposit additional cash

in the amount of such deficiency. Tenant shall have the right to cause the funds

so deposited, or any part thereof, to be deposited with or paid to the

applicable authorities on account of any such imposition or to be deposited as

security for any bond required in order to enable Tenant legally to prosecute

such contest. If Tenant, after making such deposit, shall fail to continue to

contest the unpaid portion of such imposition by appropriate legal proceedings

and, as a result of such failure, Tenant thereby makes possible (a) the

collection thereof, or (b) the sale or forfeiture of the Demised Premises, or

any part thereof, to satisfy the same, or (c) the appointment of a receiver

because of the non-payment thereof, or (d) a default, for non-payment of such

imposition, under any mortgage on the Demised Premises, then, in any of such

events, Landlord may cause such deposit to be applied to the payment of such

imposition, together with accrued penalties, interest and other charges, in such

manner and at such time as Landlord shall determine. If the

sums deposited pursuant to this Section 6 shall be insufficient to

<PAGE>

pay the full amount of the imposition, together with penalties, interest and

other charges, Landlord may pay the deficiency, and the amount of such payment,

with interest thereon at the rate of 12% per annum, shall be and constitute

additional rent hereunder due from Tenant to Landlord at the next rental payment

day following such payment. Upon the payment in full of the amount finally

determined to be due and payable, including interest, penalties and other

charges, with respect to any imposition contested as provided in this Section 6,

any balance of the funds deposited under this Section 6 as a condition to the

right to prosecute such contest and not utilized in effecting such payment

(together with accrued interest) shall be paid to Tenant.

Section 6.7 Tenant shall be entitled to any refund of any such imposition

and all penalties, interest and other charges thereon which have been paid by

Tenant or which shall have been paid by Landlord and for which the Landlord has

been fully reimbursed, but no interest, penalty or other charge shall be payable

by Landlord to Tenant for or in respect to any such amount, unless Landlord

shall have received the same from the authority in question.

Section 6.8 A certificate, advice or bill of the appropriate official

designated by law to make or issue the same or to receive payment of any such

imposition, reciting the non-payment of any such imposition, shall be prima

facie evidence that such imposition was due and unpaid at the time of the making

or issuance of such certificate, advice or bill.

Section 6.9 Tenant may, if it shall so desire, endeavor at any time or

times to obtain a lowering of the assessed valuation on the Demised Premises for

any tax year during the term of this Lease for the purpose of reducing taxes

thereon, and, in such event, Landlord will, at the request of the Tenant and

without expense to the Landlord, cooperate with Tenant in effecting such a

reduction. Tenant shall be authorized to collect any tax refund relating to any

period during the Lease term payable as a result of any proceeding which Tenant

may institute for that purpose and any such tax refund shall be the property of

the Tenant to the extent to which it may be based on a payment made by Tenant,

subject, however, to an apportionment between the Landlord and the Tenant with

respect to taxes paid in the year in which the term of this Lease ends, after

reducing from such refund the cost and expenses, including attorneys' fees,

incurred in connection with obtaining such refund.

ARTICLE 7

INSURANCE

Section 7.1 Tenant shall, at its sole cost and expense, keep the Demised

Premises insured for the benefit of Landlord, Tenant, and any fee mortgagee

thereof, to the full insurable value of all improvements which at any time

comprise a part of the Demised Premises. The policies or certificates of

insurance to be obtained by Tenant shall be (a) fire insurance with full

extended coverage, which policies may, at Tenant's option (i) contain

an 80% or 90% co-insurance clause and (ii) be furnished under a

<PAGE>

blanket policy, and (b) insurance against such other risks of a similar or

dissimilar nature (including, but not limited to, coverage for vandalism and

malicious mischief), as are or shall be customarily covered with respect to

improvements similar in construction and general location and use to the

improvements then comprising a part of the Demised Premises. All such insurance

coverage shall contain a "replacement cost endorsement" satisfactory to

Landlord's first mortgagee.

Section 7.2 Tenant shall also, at its sole cost and expense, but for the

mutual benefit of Landlord, and Tenant, maintain comprehensive general public

liability insurance, under a blanket policy if Tenant so elects, against claims

for personal injury, death and property damage occurring upon, in or about the

Demised Premises (including coverage for elevators, if any, located on the

Demised Premises), all driveways, roads, passageways, streets, sidewalks, curbs

and vaults, if any, appurtenant thereto or constituting a part thereof, to

afford customary protection of not less than $1,000,000 with respect to injury

or death to a single person, of not less than $3,000,000 with respect to injury

or death in any one accident and of not less than $500,000 with respect to

property damage.

Section 7.3 Tenant agrees to deposit with Landlord, prior to the

Commencement Date, originals or duplicate originals of all of the insurance

policies or certificates providing all of the aforesaid insurance coverage.

Replacement policies or certificates shall be deposited as aforesaid prior to

the expiration dates of the policies which they replace and shall provide the

same coverage, except when otherwise directed by Landlord. Each hazard insurance

policy shall include a mortgagee endorsement in favor of and in a form

acceptable to Landlord's first mortgagee, and each liability insurance policy

shall name Landlord's first mortgagee as an additional insured.

Section 7.4 All policies or certificates of insurance referred to in

Section 7.1 of this Article shall provide that the proceeds thereof shall be

payable to Tenant, Landlord, and any mortgagees of the fee or leasehold as their

respective interests may appear and shall further provide that they will not be

canceled for any reason whatsoever without first providing Landlord and any

mortgagees of the fee with at least thirty (30) days written notice of such

intended cancellation. All such policies or certificates of insurance shall, to

the extent obtainable, provide that any loss shall be payable to Landlord, and

all fee mortgagees, notwithstanding any act or negligence of Tenant which might

otherwise result in a forfeiture of said insurance.

Section 7.5 Notwithstanding any other provision of this Article 7, all

policies of insurance shall be satisfactory to all reasonable requirements of

Landlord's mortgagee and shall name the Landlord as a named insured thereon. All

policies or certificates of insurance shall be written with companies rated "A"

or better with a size rating of "V" or larger by A. M. Best Company in its most

recent publication of ratings, and duly authorized to provide such insurance in

the State of Connecticut. Such policies or certificates shall be delivered to

Landlord endorsed "Premium Paid" by the company or agency issuing

the same, or accompanied by other evidence reasonably satisfactory to

<PAGE>

the Landlord that the premiums thereon (a) have been paid or (b) are not then

delinquent, if such premiums are, by agreement with the company or agent issuing

the same, paid retrospectively; all replacement policies or certificates shall

be so delivered not less than fifteen (15) days prior to the cancellation or

termination of any then current policy or certificate.

Section 7.6 It is the intention of the parties that Tenant shall take out,

maintain in force at all times, pay for and deliver to Landlord all of the

policies or certificates of insurance hereinabove referred to at such times and

in such manner so that Landlord shall at all times during the term of this Lease

be in possession of policies or certificates that are in full force and effect.

Section 7.7 Tenant also covenants and agrees to pay and to provide for the

benefit of Landlord and Landlord's mortgagee such other insurance policies or

insurance coverage as the Tenant, in its capacity as Landlord's mortgagee may

require.

ARTICLE 8

LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

Section 8.1 Tenant covenants and agrees that, if it shall at any time fail

to pay any tax or excise on rents or other tax as defined and provided for in

this Lease, or fail to pay any imposition pursuant to the provisions of Article

6 above, or fail to take-out, pay for, carry, maintain, or deliver to Landlord

any of the insurance policies or certificates provided for in Article 7 above,

or fail to make any other payment or perform any other act on its part to be

paid or performed as in this Lease is provided, Landlord may, but shall not be

obligated so to do, without waiving or releasing Tenant from any obligation of

Tenant in this Lease contained, pay any such tax or excise on rents or

imposition, effect any such insurance coverage and pay premiums therefor, or

make any other payment or perform any other act on the part of Tenant to be paid

or performed as is in this Lease provided, in such manner and to such extent as

Landlord may deem desirable. Any and all obligations, costs and expenses

incurred by Landlord in making any such payment or performing any such act,

together with interest thereon at the rate of twelve percent (12%) per annum

from the date on which the same were paid, shall be deemed additional rent

hereunder and, except as is otherwise in this Lease expressly provided, shall be

payable to Landlord on demand or, at the option of Landlord, may be added to any

rent then due or thereafter becoming due under this Lease, and Tenant covenants

to pay any such sum or sums with interest as aforesaid and Landlord shall have

(in addition to any other right or remedy of Landlord) the same rights and

remedies in the event of the nonpayment thereof by Tenant as in the case of the

default by Tenant in the payment of annual net rent due hereunder.

Notwithstanding anything contained above, Landlord shall not pay

any such tax or excise on rents or imposition, effect any such insurance

coverage and pay premiums therefor, or make any other payment or

perform any other act on the part of Tenant to be paid or performed

as is in this Lease provided, until such time as Landlord shall have

<PAGE>

provided Tenant with written notice of Tenant's default and Tenant shall fail to

cure the same within thirty (30) days thereafter, provided that, in the case of

a non-monetary default which cannot with due diligence be cured within a thirty

(30) day period, 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.

ARTICLE 9

REPAIRS AND MAINTENANCE

Section 9.1 Landlord shall assign to Tenant on the Commencement Date each

and every warranty which Landlord has received from any party who was in any way

responsible for the construction of any and all improvements constructed in

accordance with the provisions of this Lease.

Section 9.2 Tenant covenants throughout the entire term of this Lease, and

at its sole cost and expense, to take good care of the Demised Premises, and to

keep the same in good order and condition, except only for reasonable wear and

tear incident to the use of the Demised Premises for the purposes permitted by

this Lease; and Tenant further covenants, subject to said exception, with

reasonable promptness at Tenant's own cost and expense, to make all necessary

repairs, interior and exterior, structural and non-structural, latent or patent,

ordinary as well as extraordinary, foreseen as well as unforeseen, in and to

said Demised Premises. Tenant's obligation to make any such repairs as a result

of a casualty loss at the Demised Premises shall be subject to all of the terms

and provisions set forth in Article 18 hereof. When used in this Article, the

term "repairs" shall include replacements or renewals when necessary, and all

such repairs made by Tenant shall, to the extent reasonably feasible, be equal,

or at Tenant's option, better, in quality and class to the original work. Tenant

shall keep and maintain the building and all portions of the Demised Premises in

a clean and orderly condition, free of accumulated dirt and rubbish, and shall

keep all driveways, , passageways, sidewalks, and curbs, if any, located within

the boundaries of the Demised Premises, free from snow and ice.

Notwithstanding anything set forth in this Article above, in the event

that any structural component of the Building requires replacement at any time

when less than five (5) full years remain on the term of this Lease, as the same

may be extended by agreement of the parties, then in such event, the cost of

such replacement shall be borne by the Tenant; provided, however, that Tenant

shall not be obligated to expend more than Two Hundred Fifty Thousand Dollars

($250,000.00) for the replacement of any such structural components of the

Building, in the aggregate, over said five (5) year period. As used herein, the

term "replacement" shall not mean and include repairs, regardless of the nature

of such repairs but shall be solely limited to a situation where a complete

replacement of such structural component of the Building is required.

ARTICLE 10

<PAGE>

COMPLIANCE WITH ORDERS, ORDINANCES, ETC.

Section 10.1 Tenant covenants, throughout the entire term of this Lease

and at its sole cost and expense, promptly to comply with all present and future

laws and ordinances and the orders, rules, regulations and requirements of all

federal, state and municipal governments or other governmental or

quasi-governmental authorities having or asserting jurisdiction over the Demised

Premises and the appropriate departments, commissions, boards and officers

thereof, foreseen or unforeseen, ordinary as well as extraordinary, and whether

or not the same require structural repairs or alterations, which may be

applicable to the Demised Premises, any part thereof, or the use or manner of

use of the Demised Premises. Tenant will likewise observe and comply with the

requirements of all policies of public liability, fire and all other insurance

which are at any time in force with respect to the Demised Premises.

Section 10.2 It is the understanding and agreement of Landlord and Tenant

that this is an absolutely net lease and that Tenant throughout the term of this

Lease shall have and hereby assumes, except as otherwise expressly provided in

this Lease, all duties and obligations with relation to the Demised Premises and

the use, maintenance and operation thereof, whether such duties and obligations

would otherwise be construed to be those of Landlord or Tenant, so that, no

matter from what source arising, if anything shall be ordered or required to be

done or omitted to be done in, at, upon or about the Demised Premises, during

the term of this Lease, all of the same shall be done and complied with by

Tenant, at the sole cost and expense of Tenant, without any expense, liability

or obligation whatsoever to or upon Landlord. Notwithstanding the foregoing, in

no event shall Tenant be responsible for payment of the legal or accounting fees

of Landlord during the term of this Lease unless otherwise expressly authorized

hereunder.

Section 10.3 Tenant shall have the right to contest, by appropriate legal

proceedings, without cost or expense to Landlord, the validity of any law,

ordinance, order, rule, regulation or requirement of the nature referred to in

this Article 10 and, if compliance with any such law, ordinance, order, rule,

regulation or requirement may legally be held in abeyance without subjecting

Landlord to any liability of whatsoever nature for failure to comply therewith,

which liability is not otherwise assumed by Tenant at no cost or expense to

Landlord, Tenant may postpone compliance therewith until the final determination

of such proceedings, provided that all such proceedings shall be prosecuted with

all due diligence and dispatch. Any such action may be taken, filed, instituted

and prosecuted in the name of Tenant and, if so required, in the name of

Landlord, but at the sole cost and expense of Tenant.

ARTICLE 11

CHANGES AND ALTERATIONS BY TENANT/EXPANSION RIGHTS

<PAGE>

Section 11.1 Subject to the provisions of this Article 11, Tenant shall

have the right at any time and from time to time during the entire term of this

Lease, to make or permit to be made such changes, alterations and additions to

the Demised Premises, as Tenant shall deem necessary or desirable. All such

changes, alterations and additions to the Building, shall in all cases be made

subject to the following conditions, which Tenant covenants to fully perform and

observe:

(1) No change, alteration, addition or new construction shall be

undertaken unless and until: (a) Tenant shall have provided Landlord with

written notice thereof; and (b) Tenant shall have procured and paid for

any and all permits and authorizations of all federal, state, local and

municipal departments or other governmental or quasi-governmental

authorities having jurisdiction, and Landlord agrees to join in the

application for such permits or authorizations whenever such action is

necessary.

(2) No structural change or new construction of any kind shall be

undertaken, nor shall any change or alteration or related group of changes

or alterations involving an estimated cost of more than $25,000 be

undertaken, until suitable plans and specifications have first been

submitted to and approved in writing by Landlord, which approval Landlord

agrees not unreasonably to withhold, delay or defer.

(3) All changes, alterations, additions and new construction, when

completed, shall be of such a character as not to reduce or otherwise

adversely affect the value of the Building, building equipment and other

improvements comprising parts of the Demised Premises immediately prior to

any such work, nor to reduce the cubic content of said Building nor to

diminish the general utility of the Building or the appurtenances thereto,

nor to adversely affect the value of the Demised Premises as a whole.

(4) All work done in connection with any change, alteration,

addition or new construction shall be done promptly and in a good and

workmanlike manner and in compliance with all building and zoning laws and

with all laws, ordinances, orders, rules, regulations and requirements of

all federal, state and municipal governments and the appropriate

departments, commissions, boards and officers thereof. All such work shall

be prosecuted and completed with due diligence and dispatch. It is

understood and agreed that, as used in this Article, the term "changes and

alterations" shall not be construed to mean repairs and upkeep required as

the result of normal wear and tear.

(5) On the termination of this Lease, all improvements and additions

which Tenant may have made to the Building comprising a part of the

Demised Premises as well as any new improvements of any kind and nature

whatsoever which Tenant may hereafter cause to be erected, constructed,

added, or installed in, at, or upon any part of the land portion of the

Demised Premises, shall become the sole and absolute property of Landlord.

<PAGE>

ARTICLE 12

MECHANICS' LIENS

Section 12.1 Tenant shall not suffer or permit any mechanics' liens,

materialman's liens or other liens to be filed against the Demised Premises or

any part thereof by reason of work, labor or services performed or materials

supplied or claimed to have been performed or supplied, whether prior or

subsequent to the date of this Lease, for Tenant or any one holding the Demised

Premises or any part thereof for, through or under Tenant. If any such lien

shall at any time be filed against the Demised Premises, Tenant shall cause the

same to be discharged of record within thirty (30) days after the date of

receipt of notice by Tenant of the filing of the same. Landlord agrees that,

should it receive notice of the aforesaid filing, it will thereupon send a

notice to Tenant, whereupon the aforesaid thirty (30) days period shall begin to

run; provided, however, that, if Tenant shall receive prior actual notice of the

aforesaid filing, whether official or not, then the thirty (30) day period shall

commence to run upon the receipt of such prior actual notice. If Tenant shall

fail to discharge such mechanic's lien or other lien within such period, then,

in addition to any other right or remedy of Landlord, the Landlord may, but

shall not be obligated to, discharge the same by paying the amount claimed to be

due without inquiry into the validity of the same. Any amount paid by Landlord

in procuring the discharge of such lien and all of Landlord's necessary

disbursements, including attorneys' fees, in connection therewith, with interest

thereon at the rate of 12% per annum from the date of payment, shall be repaid

by Tenant to Landlord on demand and, if unpaid, may be treated as additional

rent as provided in Article 8 above.

Section 12.2 Tenant, however, shall have the right to contest any such

lien or liens, provided that, within thirty (30) days after any sending of

notice by Landlord as aforesaid or receipt of actual notice that the lien has

attached to the Demised Premises, whichever shall sooner occur, Tenant shall

give notice to Landlord of its intention to so contest the same, such notice to

specify the amount of the lien or liens to be contested, and provided that, at

the time of the giving of such notice, Tenant shall deposit with Landlord in an

interest bearing account, a sum equal to 125% of the amount of the lien or liens

to be contested, and provided further that Tenant shall proceed to contest the

validity or amount of such lien or liens by appropriate legal proceedings. While

such legal proceedings are pending and Tenant is not in default with respect to

any of the deposits provided for in this Section 12.2, Landlord shall not pay,

remove or discharge any such lien so contested. If Tenant, after making such

deposit, shall fail to contest the validity or amount of any such lien by

appropriate legal proceedings which shall operate effectively to remove such

lien from the Demised Premises, Landlord shall apply such deposit to the payment

of such lien, all accrued interest, and any and all other charges in connection

therewith, in such manner and at such time as Landlord shall determine, and the

balance, (with accrued interest) if any, shall be paid to Tenant. If the sums

deposited with Landlord pursuant to this Section 12.2 shall be insufficient to

pay such lien or liens and accrued interest, with all other charges incurred in

connection therewith or related thereto, Landlord may, but shall not be

obligated to, pay the same. Any

<PAGE>

amount so paid by Landlord with interest thereon at the rate of 12% per annum

from the date of such payment shall be repaid by Tenant to Landlord on demand

and if unpaid may be treated as additional rent as provided in Article 8 above.

ARTICLE 13

WASTE

Section 13.1 Tenant covenants and agrees not to do or suffer any waste,

damage, disfigurement or injury to the Demised Premises or any part thereof or

permit or suffer any overloading of floors.

ARTICLE 14

INSPECTION OF PREMISES BY LANDLORD, ETC.

Section 14.1 Tenant agrees to permit Landlord and the authorized

representatives of Landlord to enter the Demised Premises at all times during

usual business hours for the purpose of inspecting the same. Tenant also agrees

to permit Landlord and the authorized representatives of Landlord to enter the

Demised Premises at all times during usual business hours and at any other time

for the purpose of making any repairs or performing any

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