LEASE BETWEEN TEN MIDDLE ASSOCIATES (LANDLORD)&CLEAN DIESEL TECHNOLOGIES, INC.

Lease dated as of September, 2008, between TEN MIDDLE ASSOCIATES, a partnership, having its office at 10 Middle Street, Bridgeport, Connecticut (hereinafter called the "Landlord") and CLEAN DIESEL TECHNOLOGIES, INC., a Delaware corporation with an office at 300 Atlantic Street, Suite 702, Stamford, CT 06901 (hereinafter called the "Tenant")

In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, Landlord and Tenant hereby agree as follows:

Demise, Premises, Term, Rents

1.01.  Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the premises hereinafter described, in the building (referred to herein as the "Building") known as Park City Plaza, 10 Middle Street, in the City of Bridgeport, Connecticut (the "City"), for the term hereinafter stated, for the rents hereinafter reserved and upon and subject to the conditions (including limitations, restrictions and reservations) and covenants hereinafter provided.  Each party hereto expressly covenants and agrees to observe and perform all of the conditions and covenants herein contained on its part to be observed and performed.

1.02.  The premises hereby leased to Tenant are 5,515 rentable square feet on the 11 ^th floor in said Building and are outlined on the floor plan(s) annexed hereto as Exhibit "A" and hereby made a part hereof.  Said premises constitute and are hereinafter called the "Demised Premises" or "Premises".

1.03.  The term of this Lease, for which the Demised Premises are hereby leased, shall commence on January 1,  2009 or if the Landlord’s contractor does the work under Article 4 of this Lease the date of substantial completion of the Demised Premises as defined in Section 4.01(a) of this Lease if later than January 1, 2009 (hereinafter called the "Commencement Date") and shall end at noon on December 31, 2015 which ending date is hereinafter called the "Expiration Date" or shall end on such earlier date upon which said term may expire or be cancelled or terminated pursuant to any of the conditions or covenants of this Lease or pursuant to law.

1.04.  Tenant shall pay to Landlord without notice or demand and without abatement, deduction or set-off, in lawful money of the United States of America, at the office of the Landlord or at such other place as Landlord may designate, the fixed rent and additional rent reserved under this Lease for each year of the term thereof, which payments shall consist of:

a) Fixed Rent of Eight Hundred Ninety Three Thousand Four Hundred Thirty Six Dollars ($893,436.00) for the seven-year term of the Lease, payable as follows:

(i) Fixed Rent of One Hundred Ten Thousand Three Hundred Four Dollars, ($110,304.), payable in twelve equal monthly installments of  Nine Thousand One Hundred Ninety Two Dollars ($9,192.) in advance on the first day of each calendar month during year one of this Lease;

(ii) Fixed Rent of One Hundred Fifteen Thousand Eight Hundred Twelve Dollars, ($115,812.), payable in twelve equal monthly installments of Nine Thousand Six Hundred Fifty One Dollars ($9,651.) in advance on the first day of each calendar month during year two of this Lease;

(iii) Fixed Rent of One Hundred Twenty Six Thousand Eight Hundred Forty Dollars, ($126,840.) payable in twelve equal monthly installments of Ten Thousand Five Hundred Seventy Dollars ($10,570.) in advance on the first day of each calendar month during year three of this Lease;

(iv) Fixed Rent of One Hundred Twenty Six Thousand Eight Hundred Forty Dollars, ($126,840.) payable in twelve equal monthly installments of Ten Thousand Five Hundred Seventy Dollars ($10,570.) in advance on the first day of each calendar month during year four of this Lease;

(v) Fixed Rent of One Hundred Thirty Seven Thousand Eight Hundred Eighty Dollars ($137,880.) payable in twelve equal monthly installments of Eleven Thousand Four Hundred Ninety Dollars ($11,490.) in advance on the first day of each calendar month during year five of this Lease;

(vi) Fixed Rent of One Hundred Thirty Seven Thousand Eight Hundred Eighty Dollars ($137,880.) payable in twelve equal monthly installments of Eleven Thousand Four Hundred Ninety Dollars ($11,490.) in advance on the first day of each calendar month during year six of this Lease;

(vii) Fixed Rent of One Hundred Thirty Seven Thousand Eight Hundred Eighty Dollars ($137,880.) payable in twelve equal monthly installments of Eleven Thousand Four Hundred Ninety Dollars ($11,490.) in advance on the first day of each calendar month during year seven of this Lease;

The “first day of the month” referred to above for purposes of payment shall mean the first business day of the respective month.  A “business day” shall mean a day when banks are open for business in the State of Connecticut.

(b)  Additional rent consisting of all such other sums of money as shall become due from and payable by Tenant to Landlord hereunder (for default in payment of which Landlord shall have the same remedies as for a default in payment of fixed rent).

1.05.  Tenant shall pay the fixed rent and additional rent herein reserved promptly as and when the same shall become due and payable.  If the Commencement Date shall occur on a day other than the first day of a calendar month, the fixed rent for such calendar month shall be prorated for the period from the Commencement Date to the last day of the said calendar month and shall be due and payable on the Commencement Date.  Notwithstanding the provisions of the next preceding sentence or of Section 4.01(a), Tenant shall pay the first full calendar monthly installment of fixed rent on the execution of this Lease.  If Tenant shall fail to pay when the same is due any fixed rent or additional rent, such unpaid amounts shall bear interest at the rate of eighteen percent (18%) per annum from the due date to the date of payment.  If Tenant shall fail to pay any rents, charges or other sums, within ten (10) days after the same become due and payable, then Tenant shall also pay to Landlord additional rent to cover Landlord's additional overhead and administrative costs and expenses arising out of each such late payment in the amount of five percent (5%) of the delinquent payment.  Any payments of any kind from the Tenant to the Landlord returned by Landlord’s depository for insufficient funds, account closed or the like will be subject to an additional handling charge of $50.00 per item and upon a reoccurrence thereafter, Landlord may require Tenant and Tenant agrees to pay all future payments of rent or other sums by money order, cashiers check, certified check, or wire transfer.  The provisions herein for interest and late charges shall not be construed to extend the date for payment of any sums required to be paid by Tenant hereunder or to relieve Tenant of its obligation to pay all such sums at the time or times herein stipulated.  Notwithstanding the imposition of such interest and/or late charges, Tenant shall be in default under this Lease if any or all payments required to be made by Tenant are not made at the time herein stipulated in Section 25.02 of this Lease plus any applicable grace period.  Neither the demand for, nor collection by Landlord, of such interest and/or late charges shall be construed as a curing of such default on the part of the Tenant.

Use

2.02.  The use of the Demised Premises for the purposes specified in Section 2.01 shall not in any event be deemed to include, and Tenant shall not use, or permit the use of, the Demised Premises or any part thereof for

(a) sale of, or traffic in, any spirituous liquors, wines, ale or beer kept in the Demised Premises:

(b) sale at retail of any other products or materials kept in the Demised Premises, by vending machines or otherwise, or demonstrations to the public, except as may be specifically agreed to by Landlord in writing:

(c) manufacturing, printing or electronic data processing, except for the operation of normal business office reproducing and printing equipment, electronic data processing equipment and other business machines for Tenant's own requirements at the Demised Premises; provided only that such use shall not exceed that portion of the mechanical or electrical capabilities of the building equipment allocable to the Demised Premises:

(d) The rendition of medical, dental or other diagnostic or therapeutic services:

(e) the conduct of a public auction of any kind:

(f) a restaurant, bar, or the sale of confectionery, tobacco, newspapers, magazines, soda, beverages, sandwiches, ice cream, baked goods or similar items, or the preparation, dispensing or consumption of food and beverages in any manner whatsoever.

2.03.  Tenant shall not suffer or permit the Demised Premises or any part thereof to be used in any manner, or anything to be done therein, or suffer or permit anything to be brought into or kept therein, which would in any way (i) violate any of the provisions of any grant, lease or mortgage to which this Lease is subordinate, (ii) violate any laws or requirements of public authorities, (iii) make void or voidable any fire or liability insurance policy then in force with respect to the Building, (iv) make unobtainable from reputable insurance companies authorized to do business in the State of Connecticut at standard rates any fire insurance with extended coverage, or liability, elevator or boiler or other insurance required to be furnished by Landlord under the terms of any lease or mortgage to which this Lease is subordinate, (v) cause or in Landlord's opinion be likely to cause physical damage to the Building or any part thereof, (vi) constitute a public or private nuisance, (vii) impair in the opinion of the Landlord the appearance, character or reputation of the Building, (viii) discharge objectionable fumes, vapors or odors into the Building air conditioning system or into the Building flues or vents not designed to receive them or otherwise in such manner as may unreasonably offend other occupants, (ix) impair or interfere with any of the Building services or the proper and economic heating, cleaning, air conditioning or other servicing of the Building or the Demised Premises or impair or interfere with or tend to impair or interfere with the use of any of the other areas of the Building by, or occasion discomfort, annoyance or inconvenience to Landlord or any of the other tenants or occupants of the Building, or (x) cause Tenant to default in any of its other obligations under this Lease.  The provisions of this Section, and the application thereof, shall not be deemed to be limited in any way to or by the provisions of the following Sections of this Article or any of the Rules and Regulations referred to in Article 13 or Exhibit "B" attached hereto, except as may therein be expressly otherwise provided.

2.04.  If any governmental license, certificate or permit, shall be required for the proper and lawful conduct of Tenant's business in the Demised Premises, or any part thereof and if failure to secure such license or permit would in any way affect Landlord, the Tenant, at its expense, shall duly procure and thereafter maintain such license, certificate or permit and submit the same to inspection by Landlord.  Tenant shall at all times comply with the terms and conditions of each such license, certificate or permit, but in no event shall failure to procure and maintain same by Tenant affect Tenant's obligations hereunder.

2.05.  Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy the Demised Premises, or do or permit anything to be done in the Demised Premises, in violation of the Certificate of Occupancy for the Demised Premises or for the Building.

2.06.  Tenant shall not place a load upon any floor of the Demised Premises exceeding the floor load per square foot which such floor was designed to carry a total of 70 PSF uniform distributed live load and which is allowed by certificate, rule, regulation, permit or law.  Landlord reserves the right to prescribe the weight and position of all safes and vaults which must be placed by Tenant, at Tenant's expense.  Business machines and mechanical equipment shall be placed and maintained by Tenant, at Tenant's expense, in such manner as shall be sufficient in Landlord's judgment to absorb and prevent vibration, noise and annoyance.

Preparation of the Demised Premises

3.02.  Landlord's agreement to do the work in the Demised Premises shall not require it to incur overtime costs and expenses and shall be subject to unavoidable delays due to acts of God, governmental restrictions, strikes, labor disturbances, shortage of materials and supplies and for any other causes or events beyond Landlord's reasonable control.

3.03.  Landlord may afford Tenant and its employees, agents and contractors access to the Demised Premises, at reasonable times prior to the Commencement Date and at Tenant's sole risk and expense, for the purposes of making preparations for Tenant's occupancy.  Access for such purposes shall not be deemed to constitute possession or occupancy accelerating the Commencement Date or Tenant's obligation to pay fixed rent under this Lease.

3.04.  If Tenant employs or uses any contractor or sub-contractor other than Landlord in the performance of any work in connection with Tenant's initial occupancy, all of Tenant's duties and obligations set forth in Sections 14.05 and 14.06 (relating to Tenant's duties and obligations in making alterations) shall be applicable to and binding upon Tenant with respect to any such work.

When Demised Premises Ready for Occupancy

4.01.  The Demised Premises shall be deemed ready for occupancy on the earliest date on which all of the following conditions have been met:

(a) The Work described in the Work Letter to be performed by Landlord has been substantially completed.  Substantially completed shall mean all walls and partitions, doors and locksets, lighting fixtures and ceiling tiles, electrical outlets and electrical and carpeting identified in the Work Letter shall be completed, the Demised Premises shall be free of ladders, scaffolding, construction equipment and debris and a certificate of occupancy or temporary certificate of occupancy has been issued allowing the Tenant to occupy the Demised Premises.

(b) Adequate means of access have been provided, and the use without material interference of the facilities necessary to Tenant's occupancy of the Demised Premises, including corridors, elevators and stairways and heating, ventilating, air conditioning, sanitary, water, and electrical lighting and power facilities are available to Tenant in accordance with Landlord's obligations under this Lease.

(c) The facilities and systems serving the Building and passing through the Demised Premises have been completed to the extent required to provide adequate services to the Demised Premises, the exterior of the Building has been substantially completed, including all of the windows of the Demised Premises, and the remaining work to be done in the Building is of such nature as will not materially interfere with Tenant's use of the Demised Premises or access thereto.

4.02.  If the occurrence of any of the conditions listed in Section 4.01 and thereby the making of the Demised Premises ready for occupancy shall be delayed due to any act or omission of Tenant or any of its employees, agents or contractors, including but not limited to failure by Tenant to act promptly when any consent or approval may be requested by Landlord, or to plan or execute work to be performed by Tenant diligently and expeditiously, the Demised Premises shall be deemed ready for occupancy on the date when they would have been ready but for any such delay.

4.03.  The Commencement Date of this Lease is scheduled to be on January 1, 2009 or if the Landlord’s contractor does the work under Article 4 of this Lease the date of substantial completion of the Demised Premises as defined in Section 4.01 of this Lease if later than January 1, 2009 and Landlord shall attempt to have the Demised Premises ready for Tenant's occupancy on or before such date.  If the Demised Premises are not ready for Tenant's occupancy on or before said date, this Lease shall remain in full force and effect and the Commencement Date shall occur when the Demised Premises shall be deemed ready for occupancy under Section 4.01; provided, however, that if the Demised Premises are not ready for Tenant's occupancy on or before April 1, 2009 for any reason not the fault of Tenant, Tenant shall have the right to cancel this Lease by giving written notice of such cancellation to Landlord at any time after April 1, 2009, unless the Demised Premises are ready for Tenant’s occupancy within ten (10) business days after such notice.  In the event of such cancellation, this Lease shall be null and void, and neither party shall have any liability to the other, except as otherwise provided herein.  If such notice of cancellation is not so given, this Lease shall remain in full force and effect.  Landlord shall have no liability to Tenant for failure to give possession of the Premises on the Commencement Date, in the event of the holding over or retention of possession of any tenant, undertenant or occupant, nor shall any such delay be deemed to extend the Term.

4.04.  If the whole of the Demised Premises shall not be ready for occupancy at approximately the same time, Tenant may, with the written consent of Landlord, take possession of any part or parts of the Demised Premises for its use and occupancy before the Commencement Date.  Tenant shall be deemed to have taken possession of a part of the Demised Premises for use and occupancy (herein called "actual possession") when any personnel of Tenant or anyone claiming under or through Tenant shall first occupy such part for the conduct of business.  Tenant's actual possession of any part of the Demised Premises prior to the Commencement Date shall be subject to all of the obligations of this Lease, including the payment of rent, which payment shall be reasonably apportioned.

As long as it in no way interferes with Landlord’s Work and upon scheduled approval by Landlord and at Landlord’s direction for placement, Tenant, its agents, employees or vendors may enter the Demised Premises from time to time prior to the Commencement Date to deliver or install Tenant’s personal property and such entry shall not be deemed to be occupancy of the Demised Premises.

4.05.  On the Commencement Date or at such time as Tenant shall take actual possession of the whole or part of the Demised Premises, whichever shall be earlier, it shall be conclusively presumed that the same were in satisfactory condition as of the Commencement Date or the date or dates of such taking of possession, unless within thirty (30) days after such date Tenant shall have given Landlord notice specifying in which respects the Demised Premises were not in satisfactory condition.  However, nothing contained in this Section shall be deemed to relieve Landlord from, and Landlord shall perform, its obligation to complete, with reasonable speed and diligence, such details of construction, mechanical adjustment and decoration as shall have been unperformed at the time Tenant took actual possession, but Tenant shall not be entitled to any rent abatement on account of any such incomplete work.

Security Deposit

5.01.  Tenant, upon the execution of this Lease, shall deposit with Landlord the sum of TWENTY TWO THOUSAND NINE HUNDRED EIGHTY DOLLARS ($22,980) as a Security Deposit.  Said deposit shall be held by Landlord without liability for interest, as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease by Tenant to be kept and performed during the term hereof.  If at any time during the term of this lease any of the rent herein reserved shall be overdue and unpaid, or any other sum payable by Tenant to Landlord hereunder shall be overdue and unpaid then Landlord may, at the option of Landlord (but Landlord shall not be required to), appropriate and apply any portion of said deposit to the payment of any such overdue rent or other sum.

5.02.  In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease to be kept and performed by Tenant, then Landlord at its option may appropriate and apply said entire deposit, or so much thereof as may be necessary, to compensate the Landlord for loss or damage sustained or suffered by Landlord due to such breach on the part of Tenant.  Should the entire deposit, or any portion thereof, be appropriated and applied by Landlord for the payment of overdue rent or other sums due and payable to Landlord by Tenant hereunder, then Tenant shall, upon the written demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited, and Tenant's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Lease.  Should Tenant comply with all of said terms, covenants and conditions and promptly pay all of the rent herein provided for as it falls due, and all other sums payable by Tenant to Landlord hereunder, the said deposit shall be returned in full to Tenant at the end of the term of this Lease, or upon the earlier termination of this Lease.

5.03.  Landlord shall deliver the funds deposited hereunder by Tenant to the purchaser or other successor of Landlord's interest in the Building, in the event that such interest be sold, and thereupon Landlord shall be discharged from any further liability with respect to such deposit.  Landlord will agree to give Tenant an affidavit that it has turned over the Security Deposit to the successor in interest to the Landlord.

Adjustments of Rent for Changes in Real Estate Taxes

6.01.  (a) The term "Tax Base Year" shall mean the tax fiscal year of July 1 2008 to June 30, 2009.

(b) The term "Common Areas" shall mean the land and pedestrian deck, together with the parking garage and loading dock facility.

(c) The term "Real Estate Taxes" shall mean 100% of the taxes and assessments levied, assessed or imposed at any time by any governmental authority upon or against the Building, and 100% of such taxes and assessments levied against the Common Areas, and also any tax or assessment levied, assessed or imposed at any time by any governmental authority in connection with the receipt of income or rents from the Building and Common Areas, to the extent that same shall be in lieu of or in addition to all or a portion of any of the aforesaid taxes or assessments upon or against the Building and Common Areas.  The term "Real Estate Taxes" shall not mean any interest or penalties which may become due by reason of the failure to pay any such taxes when due and payable; or any municipal, state or federal income, estate, inheritance, transfer, corporate or franchise taxes assessed against Landlord unless and to the extent that same are assessed in lieu of part or all of real estate taxes as presently constituted and are computed as if Landlord owned no other property.  Landlord shall cooperate with Tenant in Tenant’s application for enterprise zone tax benefits.  Landlord does not guaranty that Tenant will qualify for enterprise zone tax benefits and if Tenant does not get enterprise zone tax benefits, the Lease shall remain in full force and effect.

(d) The term "Tenant's Proportionate Share" shall be 2.9 %.

6.02.  (a) In addition to the annual fixed rent, Tenant agrees to pay as additional rent an amount equal to Tenant's Proportionate Share of the excess of Real Estate Taxes payable by Landlord for each tax fiscal year of the City or other taxing authority which is subsequent to the Tax Base Year, over the Real Estate Taxes payable by Landlord for the Tax Base Year, netted with any enterprise zone benefit granted to Tenant, if any.

Tenant's obligation to pay such additional rent required under (a) above, shall commence on July 1, 2009 and Tenant shall pay such additional rent, with respect to each tax fiscal year subsequent to the Tax Base Year in two equal installments, on each July 1st and January 1st (as the case may be) and each subsequent July 1st and January 1st during the balance of the term of this Lease.

Within thirty (30) days after the Expiration Date, Landlord shall pay to Tenant an amount equal to that portion, if any, of any such additional rent which is attributable to the period subsequent to the Expiration Date.

Said times for the payment of taxes, July 1 and January 1, are based on the present time for the payment of real estate taxes in the City.  If the City or other governmental authority changes the dates for the payment of Real Estate Taxes, then said changed dates shall be sequentially substituted for the July 1st and January 1st dates contained herein.

6.03.  Landlord shall furnish to Tenant a copy of the Assessor's reports showing the assessment for the Building and the Common Areas and the report or reports showing the increased assessment therefor and all applicable tax bills, or such other evidence coming from the Assessor's and/or Tax Collector's office which will show the assessments and tax involved or some other reasonable documentation of the matter.

6.04.  Any dispute between Landlord and Tenant arising out of an adjustment provided for in this Article 6 shall be submitted to arbitration pursuant to Article 33 of this Lease.  Pending the determination of such dispute, Tenant shall pay the amount specified in the statement, without prejudice to Tenant's position and subject to refund by Landlord if the dispute shall be determined in Tenant's favor.

Adjustment of Rent for Changes in Operating Costs

(b) Tenant shall also pay to Landlord, as additional rent (in equal monthly installments) in each succeeding Operating Year, retroactive to the first month of such year, a sum equal to Tenant's Proportionate Share of the amount by which the Operating Costs for the immediately preceding Operating Year exceeded the Operating Costs for the Base Year.

(c) If the Operating Costs for any Operating Year shall be less than the Operating Costs for the previous year, Landlord shall credit such amount of Tenant's Proportionate Share to Tenant, but in no event will the Annual Fixed Rent be reduced below that amount stated in Article 1.

7.02.  For the purposes of this Article, the following terms shall have the following meanings:

(a) The term "Base Year" shall mean the year ending September 2009.

(b) The term "Operating Year" shall mean each twelve-month period adopted by the Landlord subsequent to the Base Year.

(c) The term "Common Areas" shall mean the land and pedestrian deck, together with the parking garage and loading dock facility.

(d) The term "Adjustment Date" shall be a date adopted by the Landlord subsequent to each Operating Year.

(e) The term "Tenant's Proportionate Share" shall be 2.9%.

(f) The term "Operating Costs" shall mean the aggregate of all expenses paid or incurred by Landlord for the operation of the Building and 100% of such expenses paid or incurred by Landlord for the operation of the Common Areas, and shall include without limitation the following:

(i)  Wages and salaries paid by Landlord, including all fringe benefits and taxes related thereto paid by Landlord, of employees directly engaged in cleaning, maintenance and repair of the Building, Building equipment and Common Areas, and performing the functions of garbage and snow removal, landscaping and security, including a customary managing agent's fee; or the cost to Landlord of an independent contractor performing any such services;

(ii)  Any and all supplies and materials utilized by Landlord or independent contractors of Landlord in the performance of the items set forth in subparagraph (i) immediately preceding;

(iii)  The cost of supplying utilities to the Building and Common Areas;

(iv)  Insurance premiums paid by Landlord with respect to the Building and Common Areas; and

(v)  Legal and Accounting fees and disbursements, and any other expense or charge of any nature whatsoever which, in accordance with generally accepted accounting principles with respect to the operation of a first-class office building, would be construed as an operating expense, excluding, however, real property taxes, depreciation, interest on and amortization of debt, and any items otherwise properly constituting such an operating expense to the extent payment therefor is received from or payable by tenants for services rendered or performed directly for the account of such tenants or for which a tenant pays directly under an electricity schedule.

7.03.  Landlord shall advise Tenant by a written statement certified to be correct by Landlord or its agent, of increased Operating Costs for any Operating Year.  The statement shall show the amount of Tenant's Proportionate Share caused by such increase and shall establish the Adjustment Date, and the manner in which the adjustment is computed.

7.04.  Tenant and Landlord agree that for all purposes in any way connected with or arising out of this Article 7, the statement delivered by Landlord pursuant to Section 7.03 shall be binding and conclusive on the Tenant unless objected to by Tenant within thirty (30) days after receipt thereof, specifying the respects in which the statement is claimed to be incorrect.  The Tenant shall have the right to require the production of Landlord's books which relate to these items of cost and the right, within said thirty (30) day period, to deliver notice of disagreement with respect to any item of Operating Costs.

Subordination, Attornment, Notice to Lessor and Mortgagees

Quiet Enjoyment

Assignment, Mortgaging, Subletting

10.02.  If this Lease be assigned, whether or not in violation of the provisions of this Lease, Landlord may collect rent from the assignee.  If the Demised Premises or any part thereof be sublet or be used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant's time to cure such default, collect rent from the sub-tenant or occupant.  In either event, Landlord may apply the net amount collected to the rents herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 10.01, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease.  The consent by Landlord to assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant from obtaining the express written consent of Landlord to any other or further assignment, mortgaging or subletting or use or occupancy by others not expressly permitted by this Article.  References in this Lease to use or occupancy by others, that is anyone other than Tenant, shall not be construed as limited to subtenants and those claiming under or through sub-tenants but as including also licensees and others claiming under or through Tenant, immediately or remotely.

10.03.  Tenant may, upon written notice to Landlord, but without Landlord's written consent, permit any corporations or other business entities which control, are controlled by, or are under common control with Tenant (herein called "related corporations") to use the whole or part of Demised Premises for any of the purposes permitted to Tenant, subject however to compliance with Tenant's obligations under this Lease.  Such use shall not be deemed to vest in any such related corporation any right or interest in this lease or in the Demised Premises, nor shall such use release, relieve, discharge or modify any of Tenant's obligations hereunder.

10.04.  Tenant may, upon written notice to Landlord but without Landlord’s written consent, assign or transfer its entire interest in the Lease and the leasehold estate hereby created or sublet the whole of the Demised Premises on one or more occasions to a "wholly owned subsidiary" or "affiliate” of Tenant or to a "successor corporation" of Tenant, as such terms are hereinafter defined, to use the Demised Premises for any of the purposes permitted to Tenant, provided that Tenant shall not be in default in any of the terms, covenants, conditions and agreements of this Lease, including but not limited to the payment of the fixed rent or additional rent payable by Tenant hereunder.  A "wholly owned subsidiary" of Tenant shall mean any corporation all of whose outstanding voting stock shall at the time be owned, directly or indirectly, by Tenant or by one or more of its wholly owned subsidiaries.  An "affiliate" of Tenant shall mean any corporation which directly or indirectly controls or is controlled by or is under common control with Tenant.  For the purposes of this definition "control" (including "controlling", "controlled by" and "under common control with") as used with respect to any corporation, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, or by contract or otherwise.  A "successor corporation" as used in this Article, shall mean (i) a corporation into which or with which Tenant, its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of corporations, provided that by operation of law or by effective provisions contained in the instruments of merger or consolidation the liabilities of the corporations participating in such merger or consolidation are assumed by the corporation surviving such merger or consolidation or (ii) a corporation acquiring this Lease and the term hereby demised, the good-will and all or substantially all of the other property and assets of Tenant, its corporate successors or assigns, and assuming all or substantially all of the liabilities of Tenant, its corporate successors and assigns, or (iii) any corporate successor to a successor corporation becoming such by either of the methods described in Clauses (i) and (ii); provided that, immediately after giving effect to any such merger or consolidation, or such acquisition and assumption as the case may be, the corporation surviving such merger or created by such consolidation or acquiring such assets and assuming such liabilities, as the case may be, shall have assets, capitalization, and a net worth as determined in accordance with generally accepted principles of accounting at least equal to the assets, capitalization and a net worth, similarly determined, of Tenant at the beginning of the term of this Lease or Tenant, its corporate successors or assigns, immediately prior to such merger or consolidation or such acquisition and assumption, as the case may be, whichever is the greater.  The acquisition by Tenant, its corporate successors or assigns, of all or substantially all of the assets, together with the assumption of all or substantially all of the obligations and liabilities of any corporation, shall be deemed to be a merger of such corporation into Tenant for the purpose of this Article.  Reference to corporation in this paragraph shall also refer to limited liability companies or partnerships.

10.06.  Notwithstanding anything contained in Sections 10.01 and 10.02 hereof, but subject to the rights of Tenant under Sections 10.03 and 10.04 hereof, in the event that at any time or from time to time prior to or during the term of this Lease Tenant desires to sublet all or any part of the Demised Premises, Tenant (a) shall notify Landlord in writing of the term of the proposed subletting and the area so proposed to be sublet, (b) shall be deemed to have granted Landlord the option to sublet from Tenant such space so proposed to be sublet upon the covenants, agreements, terms, provisions and conditions hereinafter set forth, (c) shall not offer such space for subletting to anyone other than Landlord until 30 days have elapsed after the receipt of such notice by Landlord.  Such option on the part of Landlord to sublet from Tenant such space so proposed to be sublet shall be exercisable by Landlord in writing during said period of 30 days referred to in clause (c) of the next preceding sentence.  If Landlord fails to exercise such option within the said 30 days and Tenant fails to complete a sublease with a third party (as hereinafter provided) within 90 days thereafter, Tenant shall again comply with all the conditions of the Section, as if the notice and option hereinabove referred to had not been given and received.

In the event Landlord exercises Landlord's option to sublet such space, such sublease by Tenant to Landlord shall be at an annual fixed rent equal to the fixed rent and additional rent as provided in this Lease for the entire Demised Premises or equal to an equitable apportionment of such fixed and additional rent if such sublease shall be in respect of less than the whole of the Demised Premises, and shall be for the same term as that of the proposed subletting, and it is hereby expressly agreed that:

(1)  The sublease shall be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease except such as are not relevant or applicable, and except as is otherwise expressly set forth to the contrary in this Section 10.06.

(2)  Such sublease to Landlord shall give Landlord the unqualified and unrestricted right, without Tenant's permission, to assign such sublease or any interest therein and/or sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations, and improvements in the space covered by such sublease;

(3)  Such sublease to Landlord shall provide that any assignee or subtenant of the Landlord may, at the election of the Landlord, be permitted to make alterations, decorations and installments in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations therein made by any assignee or subtenant of the Landlord may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease provided that such assignee or subtenant, at its expense, shall repair any damage and injury to such space so sublet caused by such removal; and

(4)  Such sublease to Landlord shall also provide that the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties.  Tenant covenants and agrees (a) that any such assignment or subletting by the subtenant may be for any purpose or purposes that Landlord, in Landlord's uncontrolled discretion, shall deem suitable or appropriate, (b) that Tenant, at Tenant's expense, shall and will at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord, and (c) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of Landlord to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition.

10.07.  In the event Landlord does not exercise its option to so sublet such space, Landlord covenants not to unreasonably withhold its consent which must be in writing, to a subletting, provided, however, that Landlord shall not, in any event, be obligated to consent to any such proposed subletting unless:

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

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

(3)  The purposes for which the proposed subtenant intends to use the portion of the premises sublet to it are uses expressly permitted by and not expressly prohibited by this Lease and do not conflict with any exclusive use granted to any other tenant;

(4)  Tenant shall not have (i) advertised or publicized an any way the availability of all or part of the Demised Premises without prior notice to and approval by Landlord, (ii) listed nor publicly advertised the Demised Premises for subletting, whether through a broker, agent, representative, or otherwise at a rental rate less than the fixed rent and additional rent (pursuant to Articles 6 and 7) then payable hereunder for such space; but the provisions of this subsection, however, shall not be deemed to prohibit Tenant from negotiating a sublease at a lesser rate of rent and consummating the same insofar as it may be permitted under the provisions of this Article.

Except for any subletting by Tenant to Landlord pursuant to the provisions of this Article, each subletting pursuant to this Article shall be subject to all the covenants, agreements, terms, provisions and conditions contained in this Lease.  Tenant covenants and agrees that notwithstanding any such subletting to Landlord or any such subletting to any other subtenant and/or acceptance of rent or additional rent by Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the fixed rent and additional rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on the part of Tenant to be performed and all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease and any such violation shall be deemed to be a violation by Tenant.  Tenant further covenants and agrees that notwithstanding any such subletting, no other and further subletting of the Demised Premises or any part thereof shall or will be made except upon compliance with and subject to the provisions of this Article.

10.08. Any of Tenant’s sublease profits are to be shared equally between Tenant and Landlord, net of Tenant’s reasonable expenses such as brokerage, legal, etc.

10.09.  With respect to each and every sublease or subletting authorized by the provisions of this Article:

(1)  No subletting shall be for a term ending later than one day prior to the Expiration Date of this Lease, and that part, if any, of the proposed term of any sublease or any renewal or extension thereof which shall extend beyond a date one day prior to the Expiration Date or earlier termination of the term of this Lease, is hereby deemed to be a nullity.

(2)  Upon the execution of any such sublease as may be authorized by this Article, Tenant shall promptly deliver to Landlord a copy of each such sublease.

Compliance with Laws and Requirements of Public Authorities

11.01.  Tenant shall promptly notify Landlord of any written notice it receives of the violation of any law or requirement of any Federal, State, Municipal or other public authority, and at its expense Tenant shall comply with all laws and requirements of such public authorities which shall, with respect to the Building or the Demised Premises or the use and occupation thereof or the abatement of any nuisance, impose any violation, order or duty on Landlord or Tenant, arising from (i) Tenant's use of the Demised Premises, (ii) the manner of conduct of Tenant's business or operation of its installations, equipment or other property therein, (iii) any cause or condition created by or at the instance of Tenant, or (iv) breach of any of Tenant's obligations hereunder.

11.02.  Tenant represents that it is and will be in compliance with all environmental laws, regulations and orders in the use of the Demised Premises and the Tenant agrees to defend, indemnify and hold the Landlord harmless from any claim, payment, loss or other amount relating to any claim or order under Title 22a of the Connecticut General Statutes, as the same may be amended and/or substituted for, or any federal or state law of like or similar import, arising out of, relating to or caused by the Tenant's and/or its assigns' acts and/or use of the Premises, including but not limited to the illegal storage, dumping, discharge, spillage, controlled or uncontrolled loss, seepage or filtration of hazardous waste of any kind (as defined by any applicable statute, law, regulation or order).

11.03.  Landlord represents that it is and will be in compliance with all environmental laws, regulations and orders in the use of the Demised Premises and the Landlord agrees to defend, indemnify and hold the Tenant harmless from any claim, payment, loss or other amount relating to any claim or order under Title 22a of the Connecticut General Statutes, as the same may be amended and/or substituted for, or any federal or state law of like or similar import, arising out of, relating to or caused by the Landlord’s and/or its assigns’ acts and/or use of the Premises, including but not limited to the illegal storage, dumping, discharge, spillage, controlled or uncontrolled loss, seepage or filtration of hazardous waste of any kind (as defined by any applicable statute, law, regulation or order).

Insurance

12.02.  If, by reason of any act or omission on the part of Tenant, the rate of fire insurance with extended coverage on the Building or equipment or other property of Landlord shall be higher than it otherwise would be, Tenant shall reimburse Landlord, on demand, for that part of the premiums for fire insurance and extended coverage paid by Landlord because of such act or omission on the part of Tenant, which sum shall be deemed to be additional rent and collectible as such.

12.03.  In the event that any dispute should arise between Landlord and Tenant concerning rates, a schedule or make up of rates for the Building or the Demised Premises, as the case may be, issued by a Fire Insurance Rating Organization or other similar body making rates for fire insurance and extended coverage for the Premises concerned, shall be presumptive evidence of the facts therein stated and of the several items and charges in the fire insurance rates with extended coverage then applicable to such Premises.

12.04.  Tenant shall obtain and keep in full force and effect during the term of this Lease at its own cost and expense Comprehensive Commercial General Public Liability Insurance on an occurrence basis with minimum limits of liability in an amount of not less than $1,000,000 for bodily injury or death including personal injury, and with respect to damage to property including water damage, arising out of any one occurrence, which insurance shall contain contractual liability insurance covering the matters set forth in Article 21.

12.05.  All policies of insurance to be obtained and furnished by Tenant hereunder shall be issued and carried in the name of Landlord and Tenant, as their respective interests may appear, together with such other party or parties as may be designated by Landlord, as their interests may appear.  All such policies of insurance shall be issued by a financially responsible company or companies, authorized to issue such policy or policies, and licensed to do business in the State of Connecticut, which shall be reasonably satisfactory to Landlord, and shall contain endorsements providing as follows: (a) that any such insurance shall not be subject to cancellation, termination, reduction or change except after 30 days' prior written notice by registered mail to Landlord by the insurance company; and (b) that Landlord shall not be liable for any damage by fire or other casualty covered by such insurance, no matter how caused, it being understood that Tenant shall look solely to its insurer or insurers for reimbursement.  Landlord and Tenant waive their right to recover damages against each other for any reason whatsoever to the extent the damaged party recovers indemnity from its insurance carrier.  Any insurance policy procured by Tenant which does not name the Landlord as an additional insured shall contain an express waiver of any right of subrogation by the insurance company against Landlord.  All public liability and property damage policies shall contain an endorsement that Landlord, although named as an insured, shall nevertheless be entitled to recover under said policies for any loss or damage occasioned to it, its servants, agents and employees.  The original policy or policies together with satisfactory evidence of payment of the premium thereof, shall be delivered to Landlord on or before the commencement of any Work under this Lease, and upon renewals of such policies, not less than 30 days prior to the expiration of the term of any such coverage.  The minimum limits of any insurance coverage required herein to be carried by Tenant shall not limit Tenant's liability under Article 21 hereof.

12.06.  In the event that Tenant at any time or times shall fail to obtain or maintain in full force and effect any or all of the insurance policies and coverages required of it hereunder, or should Tenant violate any of the provisions of Section 12.05 herein, Landlord, at its election after ten (10) days' written notice to Tenant, and as agent for Tenant may obtain such insurance or coverage, or additional insurance or coverage as the case may be, pay the premiums thereon, or take such other steps as may be necessary to meet the requirements of this Article 12 and thereafter, upon demand, obtain reimbursement of the costs so expended from Tenant.  The failure of Landlord to obtain evidence of the required insurance coverage shall not relieve Tenant of its obligations under this Article.

12.07.  Landlord shall have the right to insure and maintain its insurance coverages under blanket insurance policies covering other properties owned by Landlord or by any parent, subsidiary or affiliate of Landlord.

Rules and Regulations

13.01.  Tenant and its employees and agents shall faithfully observe and comply with the Rules and Regulations annexed hereto as Exhibit "B", and such reasonable changes therein (whether by modification, elimination or addition) as Landlord at any time or times hereafter may make and communicate in writing to Tenant, which do not unreasonably affect the conduct of Tenant's business in the Demised Premises; provided, however, that in case of any conflict or inconsistency between the provisions of this Lease and any Rules and Regulations changed subsequent to the date of this Lease the provisions of this Lease shall control.

13.02.  Notwithstanding anything to the contrary in any of the Rules and Regulations set forth in Exhibit "B":

(a)  Tenant may bring into and keep in the Demised Premises such small quantities of inflammable or combustible objects or materials as are permitted by local law and as are incidental to the use of the Demised Premises for the purposes permitted by Article 2, but this shall not be deemed to relieve Tenant of responsibility to comply with all other obligations of this Lease that may be applicable to or result from the introduction or maintenance of such objects or materials in the Demised Premises, including but not limited to compliance with the provisions of Sections 12.01 and 12.02 hereof.

(b)  Subject to the provisions of Paragraph 2.02(c), Landlord shall not unreasonably withhold its consent to the installation, maintenance and operation by Tenant in the Demised Premises of data processing machines, office duplicating machines, teletype machines and other business machines and machinery customarily used in offices in the ordinary course of business, provided, however, that Tenant shall comply with all other obligations of this Lease that may be applicable to or result from such installation, maintenance or operation.

(c)  Landlord shall not unreasonably withhold from Tenant any approval provided for in the Rules and Regulations.

(d)  Whenever Landlord shall claim by written notice to Tenant that Tenant is violating any of the provisions of the Rules and Regulations and Tenant shall in good faith dispute such claim by written notice given to Landlord within ten (10) days after service of Landlord's notice of the violation, the dispute shall be determined by arbitration pursuant to Article 33.

(e)  Tenant shall only utilize security and cleaning services approved in writing by Landlord.

Alterations and Tenant's Property

14.01.  Tenant shall not make any alterations, decorations, installations, additions or improvements in or to the Demised Premises without Landlord's prior written consent, which consent Landlord agrees shall not be unreasonably withheld or delayed.

14.02.  All Tenant's work shall be done at Tenant's sole expense by contractors approved by Landlord.

14.03.  All alterations, decorations, installations, additions or improvements upon the Demised Premises made by any party shall at the expiration of the term hereof, at the option of the Landlord, become the property of the Landlord and be surrendered with said Premises as part thereof at the end of the term.  Tenant's special chandeliers, business and trade fixtures, machinery and equipment, whether or not attached to the Premises, which are installed by or for the account of Tenant, and can be removed without permanent structural damage to the Premises, and all furniture, furnishings and other articles of movable personal property shall be and shall remain Tenant's property and may be removed by it prior to the expiration date of this lease; provided, however, that if any of Tenant's property is removed, Tenant shall repair or pay the cost of repairing any damage to the Demised Premises resulting from such removal.  Any equipment or other property for which Landlord shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the account of Tenant, without expense to Landlord, and shall not be considered Tenant's property.

14.04.  At or before the Expiration Date, or the date of any earlier termination of this Lease, Tenant at its expense, shall remove from the Demised Premises all of Tenant's property except such items thereof as Tenant shall have expressly agreed in writing with Landlord were to remain and to become the property of Landlord, and shall repair any damage to the Demised Premises or the Building resulting from any such removal.  Any other items of Tenant's property (except money, securities and other like valuables) which shall remain in the Demised Premises after the Expiration Date or after a period of fifteen (15) days following an earlier termination date, may, at the option of the Landlord, be deemed to have been abandoned, and in such case either may be retained by Landlord as its property or may be disposed of, without accountability, in such manner as Landlord may see fit at Tenant's expense.

14.06.  Tenant, at its expense, and with diligence and dispatch, shall procure the cancellation or discharge of all notices of violation arising from or otherwise connected with Tenant's work which shall be issued by any public authority having or asserting jurisdiction.  Tenant shall defend, indemnify and save harmless Landlord against any and all mechanics and other liens in connection with Tenant's work, repairs or installations, including but not limited to the liens of any conditional sale of, or chattel mortgages upon, any materials, fixtures, or articles so installed in and constituting part of Demised Premises and against all costs, attorney's fees, fines, expenses and liabilities reasonably incurred in connection with any such lien, conditional sale or chattel mortgage or any action or proceeding brought thereon.

Tenant, at its expense, shall procure the satisfaction or discharge of all such liens within ten (10) days of the filing of such lien against the Demised Premises or the Building.  If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy, Landlord may, but shall not be obligated to discharge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, if Landlord so elects, to compel the prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the lienor with interest, costs and allowances.  Any amount so paid by Landlord and all costs and expenses including but not limited to reasonable attorney's fees incurred by Landlord, in connection therewith, together with interest thereon at the rate of one percent per month or portion thereof from the respective dates of Landlord's making of the payment or incurring of the cost and expense shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant on demand.  If Tenant makes any such payment it shall not be entitled to any set-off against rent due hereunder.  Tenant agrees that it will not at any time prior to or during the term of this Lease, either directly or indirectly, use any contractors, labor or materials in the Demised Premises, if the use of such contractors, labor or materials would, in the Landlord's opinion, create any difficulty with other contractors or labor engaged by Tenant or Landlord or others or would in any way disturb harmonious labor relations in the construction, maintenance or operation of the Building or any part thereof.

14.07.  Subject to Sections 14.03 and 14.04, the foregoing provisions of this Article 14 shall not be construed so as to imply that following the Expiration Date Tenant has any liability for demolition expense in the Demised Premises.

Repairs and Maintenance