27 North Main Street (Kent, CT) Lease - Barton Kent LLC and Cyberian Outpost Inc.


                                     LEASE

     This indenture made by and between Barton Kent LLC, a Connecticut Limited
Liability Company of 272 West Cornwall Road, West Cornwall, Connecticut 06797
hereinafter called the LESSOR and Cyberian Outpost Inc. located at 27 North main
Street, Kent CT 06757 hereinafter called the LESSEE.

                                  WITNESSETH

     That the LESSOR has leased and does hereby lease to said LESSEE the
following described premises (hereinafter called the 'leased premises') situated
in said Kent, Connecticut:

                           ARTICLE I-LEASED PREMISES

     The leased premises are located within a shopping center/office known as
Kent Town Center located at 27 North Main Street, Kent Connecticut, and are
located in Building South, Unit No: 12B.  Said unit consists of approximately
670 +/- leaseable square feet (the actual amount of leaseable square feet will
be confirmed by the LESSOR'S and LESSEE'S architects and this figure will be
adjusted accordingly). LESSOR, LESSEE and other tenants of the shopping center
and their respective customers, LESSEES, subtenants, agents, employees and
invitees; shall have the right to use the portion of the shopping center
intended for common use, including but not limited to parking areas, exterior
ramps and arcades, which use shall, however, be regulated by the landlord's
reasonable rules and regulations and provided such use is not inconsistent with
the other provisions of this lease.

                        ARTICLE II-DELIVERY OF PREMISES

     Not applicable

                               ARTICLE III-TERM

     The term of this Lease shall be nine months (3/4) years commencing from
February 15, 1998.  On February 15, 1998 the LESSEE will pay to the LESSOR Three
Hundred and Fifty Dollars and beginning March 1, 1998, the LESSEE will begin
paying the full monthly rental as detailed in Article V of this Lease. In
addition, LESSEE is hereby granted six (6) renewal option periods pursuant to
Article XV of this lease.
 
                           ARTICLE IV-AUTHORIZED USE

     The leased premises shall be used only as an office.  In the event of a
breach of the 'use' provision hereof, the term herein shall immediately cease
and terminate at the option of the LESSOR as if it were the expiration of the
original term.

                               ARTICLE V-RENTAL

     A. That the LESSEE shall pay, in equal monthly payments on the first day of
each month in advance, to the LESSOR a rental hereinafter called the base rent
as follows:

                                   Base Monthly               Base Yearly
Rental Period                         Rental                    Rental
1st year                             $563.31                   $1,759.72
2nd year                             $563.31                    1,759.72
3rd year
4th year
5th year
6th year
7th year
8th year

                          ARTICLE VI-CARE OF PREMISES

     A. LESSEE shall take good care of the leased premises and shall at its own
expense and cost make all repairs and any replacements to those that service the
leased premises exclusively, (including but not limited to HVAC, plumbing and
electrical) that are not structural, of any nature and at the end or other
expiration of the term shall deliver up the leased premises in good order and
condition, damages by the elements, fire or other unavoidable casualty, and
reasonable wear and tear excepted.

     B. That the LESSEE shall commit no waste upon the leased premises and shall
repair at its own expense all broken window and plate glass and peaceably quit
and surrender the leased premises at the end of the term or other termination of
this Lease, and the LESSEE shall at all times keep the front of the building in
an attractive, clean and neat condition; and it shall at its own expense remove
all waste materials and refuse from the leased premises promptly and shall not
permit them to accumulate.

                     ARTICLE VII-LESSOR'S RIGHT TO INSPECT

     That the LESSEE agrees that the LESSOR and its agents and other
representatives shall have the right to enter into and upon said premises or any
part thereof at all reasonable hours and upon reasonable prior notice to LESSEE
(except in emergency

                                       2
 
situations), provided same does not interfere with the LESSEE'S business, for
the purpose of examining the same or making such repairs or alterations therein
as may be required under the terms of this Lease by the LESSOR for the safety
and preservation thereof.

                      ARTICLE VIII-LESSOR'S RIGHT TO SHOW

          That the LESSEE also agrees to permit the LESSOR or its agents to show
the leased premises at all reasonable hours upon reasonable prior notice to
LESSEE, to persons wishing to purchase the same; and, during the last six (6)
months of the initial term hereof, or renewal option term, as the case may be,
to persons wishing to hire the same.

                       ARTICLE IX-PROMPT PAYMENT OF RENT

          It is agreed that if LESSEE shall fail to pay the rent or any
installment thereof as aforesaid within the ten (10) days after same shall
become due and payable and/or any additional rent as herein provided, although
no demand shall have been made for the same, or if LESSEE shall violate or fail
or neglect to keep and perform any of the covenants, conditions, rules,
regulations and agreements herein contained on the part of LESSEE to be kept and
performed or if demised premises shall become vacant or deserted, then, in each
and every such event, from thenceforth and at all times thereafter, at the
option of the LESSOR, the LESSEE'S right of possession shall thereupon cease,
and the LESSOR shall be entitled to possession of demised premises and to re-
enter the same without notice to quit or demand of rent or demand of possession,
and may relet the premises as the agent of LESSEE, and receive the rent
therefor, upon such terms as shall be satisfactory to the LESSOR, and all rights
of the LESSEE to repossess the premises under this Lease shall be forfeited.
Notwithstanding anything contained hereinabove in this paragraph, the LESSEE
shall not be considered in default unless the subject situation is not cured by
the LESSEE within ten (10) days ** after the LESSOR'S notice to cure is mailed
to LESSEE by LESSOR. LESSOR, however, shall not be obligated to give a notice to
cure more than two times during each year of the lease term or more than two
times each leased year during the extension thereof.  Such re-entry by the
LESSOR shall not operate to release the LESSEE from any rent to be paid or
covenants to be performed hereunder during the full term of this Lease.  The
LESSOR shall make all reasonable efforts to mitigate the LESSEE'S obligations to
the LESSOR by attempting to relet the demised premises.  For the purpose of
reletting, the LESSOR shall be authorized to make such reasonable repairs or
alterations in or to the leased premises as may be necessary to place the same
in good order and condition.  The LESSEE shall be liable to the LESSOR for the
cost of such reasonable repairs or alterations, and all reasonable expenses of
such reletting.  If the sum realized or to

**10 days for non payment of rent and 20 days for all other.

                                       3
 
be realized from the reletting is insufficient to satisfy the monthly or term
rent provided in this Lease, the LESSOR, at his option, may require the LESSEE
to pay such deficiency to be realized during the term of the reletting. The
LESSEE shall not be entitled to any surplus accruing as a result of the
reletting. The LESSEE agrees to pay, as additional rent, reasonable attorneys
fees and other expenses incurred by the LESSOR in enforcing any of the
obligations under this Lease. No provision of this Lease shall be deemed to have
been waived by LESSOR unless such waiver shall be in writing signed by LESSOR.
No payment by LESSEE or receipt by LESSOR of a lesser amount than the monthly
installments of rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and LESSOR may accept such check or payment without
prejudice to LESSOR'S right to recover the balance of such rent or pursue any
other remedy in this Lease provided.

                             ARTICLE X-TERMINATION

          In the event of any termination of the Lease by the LESSOR for any of
the reasons set forth herein or elsewhere in the Lease, termination shall not
relieve the LESSEE from its liabilities or responsibilities for the rental
payments due hereunder, or for damages to the LESSOR from the LESSEE by virtue
of the LESSEE' S breach of the Lease agreement.

                    ARTICLE XI-LESSOR NOT LIABLE FOR DAMAGE

          That it is expressly agreed and understood by and between the parties
to this Lease that except for their own fault or negligence, the LESSOR shall
not be liable for any damage or injury by water which may be sustained by the
LESSEE or other persons or for any damage or injury resulting from the
carelessness, negligence or improper conduct on the part of any other tenant or
agents or employees.

                      ARTICLE XII-MORTGAGE SUBORDINATION

          That this Lease shall be subject and subordinate at all times to the
lien of any mortgages now affecting the leased premises, and to all advances
made or hereafter to be made upon the security thereof, and shall be
automatically subject and subordinate to the lien of any mortgage or mortgages
which at any time may be made a lien upon or affecting the premises herein
leased. The LESSOR, however, shall, prior to the granting of any mortgage
covering the fee interest of the leased premises, obtain from such mortgagee a
'Non Disturbance' Agreement, in form reasonably acceptable to counsel to the
LESSEE.

                                       4
 
                            ARTICLE XIII-NON-WAIVER

          That upon the failure of the LESSOR to insist upon a strict
performance of any of the terms, conditions and covenants herein, it shall not
be deemed a waiver of any rights or remedies that the LESSOR may have and shall
not be deemed a waiver by them of any subsequent breach or default in the terms,
conditions and covenants contained herein. The non-waiver provisions of this
Article shall also apply in favor of the LESSEE.

                   ARTICLE XIV-PEACEABLE AND QUIET ENJOYMENT

          That the LESSOR covenants that the LESSEE on paying said rent and
performing the covenants aforesaid shall and may peaceably and quietly have,
hold and enjoy the leased premises during all of the term and this covenant is a
covenant running with the land and will bind any subsequent owner of the leased
LESSOR warrants and represents that they are the present fee title owners of the
leased premises.

                    ARTICLE XV-OPTION TO EXTEND LEASE TERM

          (a) The lease term may be extended provided the LESSEE is not in
default under this lease, for six (6) additional option terms, the first one (1)
year option period will begin immediately upon expiration of the initial term,
the second one (1) year option period shall begin immediately upon expiration of
the first one (1) year option period and the third one (1) year option period
shall begin immediately after the expiration of the second one (1) year option
period upon the same terms and conditions as herein set forth, except the annual
rental payable monthly shall be:

The LESSEE agrees to pay to the LESSOR without prior demand therefore a base
rental for each successive year of this lease which shall be see below payable
                                                             ---------        
in equal monthly installments in advance, on the first day of each and every
month of each such lease year.

          (b) LESSOR shall also pay additional rent computed in accordance with
paragraph XVII, XVIII and XIX of this Lease.

          (c) This option to extend shall not be available to LESSEE if it is in
default of any of the terms of this Lease.

          (d) Each option as described in Article XV shall automatically be
exercised unless the LESSEE notifies the LESSOR that it does not want to
exercise the next option herein by certified mail no less than one hundred
eighty (180) days prior to the expiration of this Lease, or any option period.

          (e) This option is personal to the LESSEE and shall not be sublet or
assigned without the prior written consent of the LESSOR.

First 1 year option     $10.00 sq. ft.
Second 1 year option    $11.00 sq. ft.
Third 1 year option     $12.00 sq. ft.
Fourth 1 year option    $12.00 sq. ft.
Fifth 1 year option     $13.00 sq. ft.
Sixth 1 year option     $14.00 sq. ft.

                                       5
 
          (f)  During any option period herein, LESSEE can cancel the balance of
the term by giving the LESSORS one year's notice.

                       ARTICLE XVI-UTILITIES AND CHARGES

          The LESSEE shall pay any and all utilities used and consumed in the
leased premises, including but not limited to, electricity, gas, telephone,
water, (now well water), sewer use charges.

          LESSEE agrees not to use excessive amounts of water so as to adversely
affect the well(s) that serve the demised premises.

                    ARTICLE XVII-TAXES AND SEWER ASSESSMENT
                               ADDITIONAL RENTAL

          Not applicable.

                   ARTICLE XVIII-INSURANCE-ADDITIONAL RENTAL

          Not applicable.

                                       6
 
          ARTICLE XVIII-COMMON FACILITIES AND AREAS ADDITIONAL RENTAL

          The LESSEE shall pay as additional rent hereunder CAM for 12B $136.69
only of LESSOR'S total operating costs of the common facilities and areas as the
gross rentable floor area of the leased premises bears to the gross rentable
floor area of all buildings of the LESSOR in the shopping center, which
additional rent will be pale in advance in equal monthly installments together
with the rental as described in Article V.

          For the purposes of this Article, LESSOR'S 'total operating costs of
common facilities and areas' is defined as including all of LESSOR'S portion of
the cost and expense (excluding any cost or expense that should be properly
capitalized on the books and records of the LESSOR) of operating and maintaining
the common facilities and areas in the office and shopping center and shall be
deemed to include without limitation, landscaping, trash removal, sanitary
control, cleaning, lighting, snow removal, protection, repairs, policing, and
LESSOR'S overhead expenses for administrating the same.

                          ARTICLE XX-SECURITY DEPOSIT

          Not applicable.

                   ARTICLE XXI-INDEMNIFICATION-HOLD HARMLESS

          Except for their own fault or negligence, the LESSEE agrees at all
times it will indemnify and save, protect and keep harmless the LESSOR and the
leased premises from every and all costs, loss or damage, liability, expense,
penalty and fine whatsoever, which may arise from or be claimed against the
LESSOR or the leased premises by any person or persons, for any injuries to
person or property, or damage of whatever kind or character

                                       7
 
consequent, upon or arising from the use or occupancy of the leased premises by
the LESSEE or consequent upon or arising from any neglect or fault of the LESSEE
or its agents and employees in the use and occupancy of the leased premises.

                            ARTICLE XXII-INSURANCE

          A.  During the term of this Lease, the following insurance coverages
shall be maintained on the leased premises: Fire, extended coverage, vandalism,
and malicious mischief insurance in appropriate amounts, which insurance shall
protect LESSOR'S and LESSEE'S interests, respectively.

          B.  LESSEE shall procure and maintain beginning at the lease
commencement as described in Article III herein and continuing until this lease
and any option expires, at its cost, the insurance coverages required under
Section A of this Article.

          C.  LESSEE shall procure and maintain, at LESSEE'S cost, comprehensive
public liability insurance with limits of liability of not less than
$1,000,000.00 for injury to one person, $2,000,000.00 for injury to two or more
persons, and property damage coverage on the improvements to the extent of the
fair insurable value thereof.

          D.  All insurance required to be maintained under this Lease shall be
affected under enforceable policies issued by insurers of recognized
responsibility licensed to do business in the state in which the Leased premises
are located. Each policy shall, to the extent possible, name as insureds LESSOR,
LESSEE, and any mortgagee of LESSOR, as their respective interests may appear.
Each policy shall to the extent obtainable, be written pursuant to an agreement
that such policy shall not be cancelled without at least fifteen (15) days
notice to the party not required by this Lease to maintain such insurance.

          E.  LESSEE shall provide LESSOR with proof of the existence of the
required insurance.

          F.  LESSOR and LESSEE and all parties claiming under them by way of
subrogation or otherwise mutually release each other from all liabilities
arising from any hazard covered by insurance with respect to the leased
premises, regardless of the cause of the loss. This release shall be in effect
only so long as the applicable insurance policy contains a clause to the effect
that this release shall not affect the right of the insured to recover under the
policy. Such a clause shall be obtained by the parties whenever possible.

                                       8
 
              ARTICLE XXIII-DESTRUCTION BY FIRE OR OTHER CASUALTY

          A.  If the leased premises should be totally destroyed by fire or such
other casualty, or should be so damaged that rebuilding or repairs cannot
reasonably be completed within sixty (60) days from the date of the notice by
LESSEE to LESSOR of the happening of the damage, then this Lease shall, at the
sole option of LESSEE, terminate.

          B.  If the leased premises should be damaged by fire or such other
casualty, but not to such an extent that rebuilding or repairs cannot reasonably
be completed within one hundred eighty (180) days from the date of the notice by
LESSEE to LESSOR of the happening of the damage, or if LESSEE has not exercised
its option to terminate pursuant to Section B of this Article, then, provided
that the casualty has occurred either prior to the final twelve (12) months of
the initial term of this Lease, or any renewal option term, or during such final
twelve (12) months and LESSOR has not exercised its option to terminate this
Lease as set forth in this Section, then this Lease shall remain in full effect
and LESSOR shall at its sole cost, proceed at once to rebuild or repair the
leased premises to substantially the condition in which they existed prior to
such damage. If the casualty occurs during the final twelve (12) months of the
initial term of this Lease, or any renewal option term, LESSOR shall have the
right, at its option, to terminate this Lease by sending notice of termination
to LESSEE within ten (10) days from the date of the notice by LESSEE to LESSOR
of the happening of the damage, upon which notice this Lease shall terminate.

          C.  If the leased premises are to be rebuilt or repaired and are
untenantable in whole or in part following such damage, the rent during the
period in which the leased premises are untenantable shall be equitably adjusted
proportionated to tenantability, in the reasonable objective determination of
LESSEE and LESSOR.

          D.  Wherever in this Article the phrase 'this Lease shall terminate'
is used, it shall mean this Lease shall terminate and rent and all charges
payable as additional rent shall abate for the unexpired portion of this Lease,
effective as of the dates the notice by LESSEE to LESSOR of the happening of the
damage (except that LESSEE shall pay rent and additional rent for any portion of
the leased premises used by it prior to the time same is surrendered to LESSOR)
and LESSEE shall as soon as reasonably possible surrender to LESSOR the leased
premises and LESSOR may re-enter and take possession of the leased premises;
and, thereafter, LESSEE shall be discharged from this Lease.

          E.  If a dispute should arise between LESSOR and LESSEE with respect
to the number of days required to repair or rebuild any damage pursuant to this
Article, either or both parties shall

                                       9
 
request a mutually agreed upon arbitrator to make a determination of the number
of days so required.  Such request shall also contain an agreement by the
parties to hold the insurance company harmless for any good faith determination
made by it.  The determination so made shall be conclusive and binding on the
LESSOR and the LESSEE.

               ARTICLE XXIV-ASSIGNMENT AND SUBLETTING BY LESSEE

          LESSEE will not sublet the demised premises or any part hereof, or
transfer possession or occupancy thereof to any person, firm, partnership or
corporation, or transfer or assign this tease without the prior written consent
of LESSOR, nor shall any subletting or assignment hereof be effected by
operation of law or otherwise than by the prior written consent of LESSOR.
However, in neither case shall the LESSOR unreasonably withhold consent to such
a subletting or assignment.

                           ARTICLE XXV-CONDEMNATION

          In the event that all or any part of the Demised Premises are taken or
condemned by competent authority during the term of this Lease, this Lease will
terminate as of the date of transfer of title or the date of taking possession
by the condemning authority whichever is earlier. The LESSEE shall not be
entitled to any portion of the condemnation award. The entire condemnation award
shall be the sole property of the LESSOR; provided, however, that nothing
contained herein shall prevent the LESSEE from collecting moving expenses as
provided by the Connecticut General Statutes. The LESSOR shall give the LESSEE
written notice of any condemnation within five (5) days after the LESSOR becomes
aware of such condemnation. There shall be no compensation to LESSEE for
destruction of the Lease term. In the event that less than all of the premise
are condemned by any competent condemning authority, the LESSEE shall have the
right to:

          (a) Terminate this Lease as of the earlier date of the transfer of
title or the date of the taking of possession by the condemning authority, in
which event any unearned rent paid or credited will be refunded by the LESSOR to
the LESSEE; or

          (b) Continue this Lease in full force and effect with a reduced fixed
rental commensurate with the reduced area and/or with reduced utilities to the
premises in lieu of the amount of rental herein provided, which reduced rental
will become effective on the earlier date of the title transfer or the date of
such taking. The LESSEE shall elect between these rights and shall give notice
to the LESSOR of its election within sixty (60) days after the date when
possession of the premises is acquired by the condemning authority.  Any taking
of fifty (50%) percent or less of the parking area in front of the building
shall not be considered a substantial condemnation so as to entitled LESSEE to a
reduction of

                                       10
 
rent, provided the rear parking area remains as now established.

                     ARTICLE XXVI-ATTORNEYS FEES AND COSTS

          Upon default by the LESSEE, the LESSEE agrees to pay any reasonable
attorneys fees, court costs, or other expenses, incurred by the LESSOR in the
successful enforcement of any provision of this Lease.

                              ARTICLE XXVII-SIGNS

          The LESSOR will advise the LESSEE the size and location of any sign
that is currently approved for the leased premises.

          In the event the LESSEE desires a sign other than the one already
approved for the demised premises, subject to the written approval of the
LESSOR, the LESSEE will at its own expense have any sign it requires approved by
the Planning & Zoning Commission of the Town of KENT.  In the event a zoning
variance is required, the LESSEE will at its own expense petition the Zoning
Board of Appeals of the Town of KENT to obtain the variance. The failure of the
LESSEE to obtain a variance is not a conditioned precedent to the inception of
this lease pursuant to its terms.

                          ARTICLE XXVIII-PARKING AREA

          LESSOR shall provide a parking area for the common use of the
occupants of the shopping center. LESSEE shall have the nonexclusive right, to
use for its intended purposes, such parking area for itself, its employees,
agents, invitees and licensees subject, however, to the rights given other
LESSEES. LESSOR shall have the right to change the size, location, elevation
and/or nature of the parking area. LESSEE to park all employee's cars in rear of
parking lot, to make room for customer parking in front and sides.

          LESSEE agrees that it, any concessioner and their respective officers,
employees, contractors and agents will park their automobiles and other vehicles
only where it is permitted by the LESSOR.

          Provided however, that the resulting parking area(s) shall comply with
KENT zoning regulations for the continued use and occupancy of the leased
premises by the LESSEE and LESSEE'S business operation.

                       ARTICLE XXIX-EASEMENT FOR REPAIRS

          LESSEE shall permit LESSOR or its designees to erect, use, maintain
and repair pipes, cables, conduits, plumbing, vents and wires, in and to and
through the demised premises, as and to the extent that the LESSOR may now or
hereafter deem to be necessary or convenient for the proper operation and
maintenance of the building which the demised premises are located or any other
portion of the shopping center. All such work shall be done, so far as practical
in such a manner as to avoid interference with the LESSEE'S use of the premises.

                                       11
 
                            ARTICLE XXX-ALTERATIONS

          The LESSEE hereby agrees that any and all alterations, additions,
improvements or repairs after the commencement of the Lease as described in
Article III to the leased premises shall be at the LESSEE'S sole cost and
expense and that prior to making any alterations, additions, improvements or
repairs, the LESSEE shall obtain the written consent of the LESSOR, which
consent will not unreasonably be withheld or delayed. All alterations, additions
or improvements whether temporary or permanent in character, which may be made
on the leased premises either by the LESSOR or the LESSEE shall be the property
of the LESSOR and shall remain upon the leased premises without compensation to
the LESSEE at the end of the Lease term.

                      ARTICLE XXXI-ESTOPPEL CERTIFICATES

          Each party shall at any time execute, acknowledge and deliver to the
other party a statement prepared by the requesting party, in writing certifying
to the current status of the Lease stating any modifications to the Lease and
the dates to which rental and other charges have been paid.

                 ARTICLE XXXII-BINDING-SUCCESSORS AND ASSIGNS

          It is mutually agreed that the covenants and agreements contained
herein shall be binding upon the parties hereto and upon their respective
successors and legal representatives and assigns, except as expressly otherwise
provided hereinbefore.

                            ARTICLE XXXIII-NOTICES

          A.  Any notice to be given to LESSOR under this lease shall be in
writing and sent by registered or certified mail, return receipt requested,
addressed as follows:

          To: Barton Kent LLC
              PO Box 97
              West Cornwall, CT 06797

          B.  An notice to be given to LESSEE under this Lease shall be in
writing and sent by registered or certified mail, return receipt requested,
addressed as follows:

          To: Cyberian Outpost, Inc.
              PO Box 636
              Kent, CT  06757

                                       12
 
          Each party may change the addresses for notice to it by written notice
to the other party, in the manner herein provided.

                            ARTICLE XXXIV-RECORDING

          This Lease shall not be recorded. LESSOR and LESSEE shall at any time,
however, upon not less than ten (10) days prior written request by the other
party execute, acknowledge, and deliver to the other party an instrument in
recordable form, which instrument may be recorded by either party describing
such elements of this Lease as are required for a short form recording.

                             ARTICLE XXXV-HOLDOVER

          In no event shall any holding over by the LESSEE constitute a renewal
of the term of this Lease.

                          ARTICLE XXXVI-LATE CHARGES

          If the LESSOR has not received the full amount of any rental payment
or any additional rental payment by the tenth calendar day after the date it is
due, the LESSEE will pay the LESSOR a late charge. The amount of the charge will
be 5% of any overdue payment. the LESSEE agrees to pay this late charge
promptly.

                            ARTICLE XXXVII-CAPTIONS

          The captions at the head of each article of this lease are inserted
for convenience and reference only and are not to be construed as affecting the
contents or limiting the scope of the particular articles which they head.

                           ARTICLE XXXVIII-EXECUTION

          This lease may be executed in one or more counterparts, each of which
shall be deemed an original and which together shall constitute one and the same
instrument.

                          ARTICLE XXXIX-MISCELLANEOUS

          A.  All agreements in this lease shall be deemed to be 'covenants' as
though the words importing such covenants were set forth in each instance.

          B.  Words used in the singular shall include the plural as appropriate
and words used in the plural shall include the

                                       13
 
singular as appropriate and words used in any gender shall include the other
gender as appropriate.

          C.  References to 'this Lease' shall include renewal as appropriate.

          D.  Any notice required or permitted under this lease shall be in
writing in accordance with Article XXVIII hereof.

          E.  Where any period would otherwise begin or end on a day not a
business day, such period shall begin or end on the on the next regular business
day.
          
          F.  All schedules annexed to this Lease shall be dated and signed by
the parties and shall be a part of this Lease.

                            ARTICLE XXXX-BROKERAGE

          The parties acknowledge that no one is the only broker in this
transaction.

                             ARTICLE XXXXI-SAVINGS

          If any portion of this Lease shall be found invalid, such invalidity
shall not affect the validity of the remainder of this Lease.

                        ARTICLE XXXXII-ENTIRE AGREEMENT

          This Lease contains all the agreements made between the parties and
may not be modified other than by an agreement in writing signed by each of the
parties or its respective successor in interest.

                        ARTICLE XXXXIII-HAZARDOUS WASTE

          LESSEE shall indemnify and hold LESSOR harmless from any liability
arising in conjunction with the removal, leakage and disposition by LESSEE of
any hazardous waste materials including but not limited to leakage from any
tanks, storage facilities or related materials.  LESSEE further agrees to comply
with all regulations of the department of environmental protection of any local,
state or federal municipal agency.  LESSEE further agrees that the provisions of
this article shall bind the principals of LESSEE individually who will sign this
lease acknowledging their personal guaranty as to this provision only for which
they shall be personally responsible and act as sole guarantors; but only to the
extent as follows:  (i) said indemnity applies only to the actual conduct of
LESSEE and/or his agents and employees, and as to the acts of conduct of LESSOR
or any prior LESSEE of the leased premises or to any adjoining LESSEE; (ii) said
indemnity shall be extinguished upon the assignment of this lease by LESSEE,
provided the new LESSEE gives both a corporate and personal guarantee relative
to hazardous waste, as included in this Lease.


          The LESSOR covenants and agrees to indemnify and to save and hold the
LESSEE harmless from any and all loss, damage, or liability incurred by LESSEE
in the clean-up or mitigation of any discharge or spill caused by the LESSOR and
not LESSEE  for which the LESSOR shall be found responsible and which
indemnification shall include costs and attorney's fees incurred by the LESSEE
in the defense of any environmental enforcement action and in the enforcement of
LESSOR'S obligations under this Article.

                                       14
 
          IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals this 2nd day of December, 1997.

                                                    BARTON KENT LLC
                                       -----------------------------------------
                                       (LESSOR)
                                       Russell Barton For Dale Barton

                                       BY:  /s/ Dale Barton
--------------------------------           -------------------------------------
                                           Duly Authorized Member
--------------------------------     
                                       BY: /s/ Katherine N. Vick
--------------------------------           -------------------------------------
                                           Cyberian Outpost, Inc.
                                           Its Vice President & CFO
                                           Duly Authorized
 
--------------------------------     

STATE OF CONNECTICUT
                        ss:
COUNTY OF FAIRFIELD

          The foregoing instrument was acknowledged before me by Russ Barton, a
Member of Barton Kent LLC, duly authorized to be their free act and deed and the
free act and deed of Russ Barton on this the 16th day of February, 1998.

                                           /s/ Melanie Chernak
                                           -------------------------------------
                                           Notary Public

STATE OF CT
                        ss.
COUNTY OF LITCHFIELD

     The foregoing instrument was acknowledged before me by Katherine Vick, vp & CFO of Cyberian Outpost to be his free act and deed and the free act and deed of
said Katherine Vick on this the 11th day of February, 1998.

                                           /s/ Melanie Chernak
                                           -------------------------------------
                                           Notary Public

                                       15
 
                               GUARANTY OF LEASE



          GUARANTY given by Cyberian Outpost, Inc., the undersigned, to Barton
Kent LLC, a Limited Liability Company.

          The undersigned, in consideration of the letting by Barton Kent LLC,
as LESSOR, of the premises located at 27 North Main Street Kent, Connecticut, to
Cyberian Outpost, Inc. of 27 North Main Street, Kent, Connecticut, as LESSEE,
under a certain lease dated december 2, 1997 does hereby covenant with the
LESSOR that if default shall at any time be made by the LESSEE in the payment of
rent or in the performance of any other covenants contained in such lease, the
undersigned will pay to the LESSOR, his personal representatives: or assigns the
rent or any arrears thereof, and all damages that may arise in consequence of
any default by the LESSEE under such lease, on receipt of written notice of such
default from the LESSOR, his personal representatives, or assigns. This guaranty
shall continue for the initial term of the lease or any renewal option term from
the date of the signing of the lease and be of no force and effect thereafter.

          In witness whereof the undersigned has signed this guaranty.


                                    /s/ Katherine N. Vick
                                    ------------------------------------------
                                    Katherine Vick

                                       16