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


                                   L E A S E
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          LEASE, made the _______ day of April  , 1998, between BARTON KENT LLC,
a Connecticut limited liability company with an address of P.O. Box 97, West
Cornwall, CT 06796, its successors and assigns (hereinafter called Landlord) and
CYBERIAN OUTPOST, INC., a Connecticut Corporation with an address of 27 North
Main Street, Kent CT, 06757 (hereinafter collectively called Tenant).

                              W I T N E S E T H:
                              ----------------- 

ARTICLE I - DEMISED PREMISES

      1.1  That in consideration of the rents and covenants herein provided
and contained on the part of the Tenant to be paid, performed and observed, the
Landlord does hereby demise and lease unto the Tenant:
 
      1.1.2 A two-story building containing approximately 18,000 square feet
      subject to the issuance of the necessary land use approvals and building
      permits, to be constructed on a lot as more particularly described as
      Tract Two on Exhibit A ("Lot") which building shall be referred to herein
      as "Bldg. B".

      1.1.3  Bldg. B and said Lot shall be collectively referred to as the
      "Demised Premises").   Said Demised Premises is shown on the Site Plan
      attached hereto as Exhibit B and made a part hereof.  Demised Premises may
      also include basement space for storage and equipment at no additional
      rental cost to Tenant.
 
      1.1.4 Tenant Construction Escrow Condition.  It shall be a condition
      of this Lease that Tenant shall pay an escrow of $100,000 ("Construction
      Escrow") to Landlord upon signing of this Lease for the purpose of
      providing good faith evidence of Tenant's intention for Landlord to
      construct Bldg. B under the terms hereof and of Tenant to carry out
      Tenant's Work as provided for herein. During Tenant's Work such escrow
      shall be paid to Tenant as Tenant's Work (Schedule D) progresses so that
      1/3 of the escrow is released to Tenant at time the Kent Building Official
      inspects and approves the rough electric, 1/3 is released to Tenant when
      drywall is ready for paint (and inspected and approved by building
      official to the extent required by building official) and the final 1/3 is
      released when the Certificate of Occupancy is issued by the Kent Building
      Official. The Landlord shall credit the any earnest deposit previously
      paid by Tenant to the Construction Escrow. Secor, Cassidy & McPartland, PC
      ("SCM") shall act as escrow agent for the Construction Escrow and under
      the terms of this Lease and shall deposit the Construction Escrow in an
      interest bearing account with interest payable to Tenant. The Parties
      hereby consent to the appointment of SCM and to the terms of the escrow
      set forth at Exhibit G hereto.

      1.2  Landlord's Construction- Landlord's Expense.  Subject to the
           -------------------------------------------
terms hereof, the Landlord, at its own expense, shall complete work in the
construction of Bldg. B in accordance with the renderings, plans and
specifications attached hereto as Exhibit C, which renderings, plans and
specifications are hereby approved by the Tenant.  Such construction enumerated
in Exhibit C is hereinafter referred to as "Landlord's Work".

      1.3  Tenant's Construction- Tenant's Expense.  Any work in or upon
           ---------------------------------------                      
Bldg. B in addition to the items of Landlord's Work (Exhibits C) shall be
"Tenant's Work" and shall be performed in accordance with Exhibit D, by Tenant
at its expense.  Tenant shall coordinate Tenant's Work with Landlord's
contractor and, in the event of any problems with such coordination, Landlord's
contractor's reasonable decision regarding said problems shall control.  Tenant
shall provide Landlord with fully completed mechanics' lien waiver forms for all
Tenant's Work as Tenant's Work progresses so that no mechanics or materialmen's
lien shall be filed against the property.  Tenant shall be responsible for
defending and bonding off, within 30 days of filing, any lien so filed and shall
hold Landlord harmless for any costs incurred by Landlord, including reasonable
attorney fees, relating to any such lien.

      1.4  Ready for Delivery Defined.  The parties agree that the Demised
           --------------------------                                     
Premises shall be considered "Ready for Delivery" and "Ready for Delivery" is
hereby defined as the date which is ten (10) days after the date that the
building under construction is water tight (meaning the building has doors,
windows, roof and tyvak or similar protective covering)  at which point Tenant's
Work may commence.  Tenant shall complete rough electric in no more than 30 days
from Ready for Delivery date.
Following Tenant's completion of rough electric and building official's approval
of same, Landlord will complete Landlord's Work concurrent with the Tenant's
completion of remaining Tenant's Work.

 
      1.5  Two-year Commitment for North Building at 27 North Main Street,
           --------------------------------------------------------------
Kent, CT.  It is a condition of this lease that Tenant will lease and timely pay
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rent for Units 3A, 3B, 7B, 8, 9A and 9B of the North building at 27 North Main
Street, Kent, Connecticut, for at least two years after the commencement of this
lease and if Tenant fails to pay such rent within 10 days of due date for any
reason  during the two years (providing that three times during any 12 month
period of such two year period, Landlord will be required to give notice of such
nonpayment and Tenant's payment  shall be deemed timely if made within seven
days of such notice), the base rent for the Demised Premises shall be increased
to $12 per square foot or $18,000 per month until the commencement of year three
(3) of this Lease, when base rent shall return to the amount set forth in
Article III of this Lease.

      1.6  Rent Due Landlord After Assignment or Sublet.  If there is any
           --------------------------------------------
assignment of this Lease by Tenant or a subletting of the whole of the Demised
Premises by Tenant at a rent which, in either case, exceeds the rent payable
hereunder by Tenant, or if there is a subletting of a portion of the Demised
Premises by Tenant at a rent in excess of the subleased portion's pro rata share
of the rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as
additional rent, forthwith upon Tenant's receipt of each installment of any such
excess rent, the full amount of any such excess rent net of all reasonable,
typical and actual costs and expenses associated with such assignment or sublet.
The provisions of this Section shall apply to each and every assignment of the
Lease and each and every subletting of all or a portion of the Demised Premises,
whether to a subsidiary or controlling corporation or any other person, firm or
entity, in each case on the terms and conditions set forth herein.  Each request
by Tenant for permission to assign this Lease, or to sublet the whole or any
part of the Demised Premises shall be accompanied by a warranty by Tenant as to
the amount of rent to be paid to Tenant by the proposed assignee, or sublessee.
For the purposes of this Section 1.6, the term "rent" shall mean all base rent,
additional rent or other payments and/or consideration payable by one party to
another for the use and occupancy of all or a portion of the Demised Premises.

      1.8  Affect of Sale of Tenant's Business.  Unless otherwise previously
           -----------------------------------
consented to in writing by Landlord, which consent shall be at Landlord's
absolute discretion, if substantially all the assets, the stock and or the
business of Tenant is sold or transferred to any person or entity including,
without limitation, sister company(ies), subsidiaries or parent companies of
Tenant, this Lease and all the terms hereof shall be automatically assumed by
any purchaser, transferee or successor, whether such purchase or transfer is
prior to or after the construction of Bldg. B.

ARTICLE II - TERM OF LEASE AND OPTION TO RENEW

      2.1  Initial Term.  The term of this Lease shall  commence on the
date of signing this Lease by all parties (Lease Commencement Date) and expiring
7 years from the Rent Commencement Date as defined below.

      2.2  Commencement of Rent   Monthly rent payments shall commence on
           --------------------
the first day of the month following the issuance of a Certificate of Occupancy
or  4 months after the date that the Bldg. B is Ready for Delivery whichever is
earlier ("Rent Commencement Date").  Subject to the terms hereof, Landlord
agrees to proceed expeditiously with such construction and to use its best good
faith efforts to deliver the Demised Premises to the Tenant for occupancy by
September 30, 1998.  Provided, however, that Landlord shall be in no way liable
to tenant for damages of any nature for failure to delivery occupancy by said
date.  Tenant's only remedy for Landlord's failure to deliver occupancy by said
date, or any written, signed extension of said date, or within a reasonable time
thereafter shall be the right to terminate this Lease.

      2.3  Addendum and Renewal. The parties agree to execute an addendum
           --------------------
to this Lease upon the Rent Commencement Date indicating the Rent Commencement
Date, the date the original term ends, the commencement and ending date of each
Renewal Term and the rent for each year as computed under this Lease. Provided
that Tenant shall not be in default under the Lease and provided Tenant shall
have well and faithfully performed in a timely manner all of the terms,
covenants, and conditions on Tenant's part to be performed under the Lease, the
Tenant shall have the option to renew its Lease for one additional seven (7 )
year period ("Renewal Term") upon the same terms and conditions, except for the
basic annual rent which shall be computed as set forth in Article III herein.
Tenant shall exercise said renewal by giving the Landlord notice of its
intention to do so by certified mail, return receipt requested, no later than
six (6) months prior to the end of the original term of the lease. The date of
the commencement of the Renewal Term shall be the day after the expiration of
the initial term of the Lease. Time shall be of the essence with respect to such
renewal notice.

ARTICLE III - RENT AND SECURITY DEPOSIT


                                       2

 
      3.1  Base Rent.  Tenant agrees to pay to Landlord at the offices of
           ---------                                                     
the Landlord, or at such other place designated by Landlord, without any prior
demand therefor, and without any deduction or set-off whatsoever, an annual
rental during the term of this Lease and any Renewal Term as follows:

           3.1.1  Base Rent.  Subject to the provisions of Section 1.5, during
the first twenty-four (24) months of the lease term an annual triple net base
rent of $11.00 per square foot based upon 18,000 square feet (on two floors)
payable in equal monthly installments of $16,500 in advance, on the first day of
each month during said period; thereafter, annual triple net base rent for each
succeeding twelve (12) month period for the remainder of the term shall be as
follows:
 
           3rd, 4th and 5th year $18,000 per month or $12 per square feet
           for 18,000 sq.ft.
 
           6th year $ 19,500 per month or $13 per square feet for 18,000 sq.
           ft.
 
           7th year $ 21,000 per month or $14 per square feet for 18,000 sq.
           ft.

18,000 square feet shall be used to determine the rent but may not be the actual
finished square footage of Bldg. B.  Furthermore, the 18,000 square feet figure
does not include any usable basement area which shall be included in the Lease
without additional rent.

           3.1.2   The rent during the Renewal Term shall be adjusted as
follows: During the first twelve (12) months of the Renewal Term, an annual base
rent shall be calculated as follows: For the first year of the renewal term
(commencing the day after expiration), the rent shall be $270,000 based upon $15
per square foot for said stipulated 18,000 square feet, payable in equal monthly
installments of $22,500, in advance, on the first day of each month during said
term. On the anniversary date of each year of the Renewal Term, the rent shall
increase by $.50 per said 18,000 square feet over the base rent for the previous
twelve (12) months.

      3.2  Pro-Rata Initial Rent Payment.  In addition to the above rent,
           -----------------------------                                 
the Tenant shall pay, during the period from date of the issuance of a
Certificate of Occupancy, or four (4) months after the date that the Bldg. B is
Ready for Delivery, whichever is earlier, to the Rent Commencement Date a per
diem rent equal to 1/30th the monthly Base and additional rent due and owing for
the first month of the lease term for every day during such period.

      3.3  Triple Net.  The annual base rent as set forth above, shall be
           ----------                                                    
absolutely net to Landlord during the original term and during the Renewal Term,
and all costs, expenses and obligations of any nature whatsoever relating to the
Demised Premises or any improvements thereon which may arise or become due
during the term and Renewal Term of the Lease, shall be paid by Tenant, even if
they are not expressly set out as Tenant's obligations in subsequent sections of
this Lease.

      3.4  Additional Rent.  The Tenant shall pay as additional rent any
           ---------------                                              
money other than Base Rent required to be paid  by Tenant under this Lease,
whether or not the same be designated "additional rent".  If such amounts or
charges are not paid at the time provided in this Lease, they shall
nevertheless, if not paid when due, be collectible as additional rent with the
next installment of rent thereafter falling due hereunder, but nothing herein
contained shall be deemed to suspend or delay the payment of any amount of money
or charge at the time the same becomes due and payable hereunder, or limit any
other remedy of the Landlord.

      3.5  Late Payment Penalty and Interest.  If Tenant shall fail to pay,
           ---------------------------------                               
when the same is due and payable or within the ten (10) days thereafter, any
rent or any additional rent, or any amounts or charges of the character
described in Article III hereof, Tenant shall pay to Landlord a late charge
equal to five percent (5%) of any such late payment and shall pay interest on
the unpaid balance at the rate of twelve percent (12%) per annum from the date
the charges became due until it is paid in full.

      3.6.  At Rent Commencement Date, Tenant shall deposit with Landlord a
Security Deposit in the amount of $16,500 as security for the performance of
Tenant's obligation under this lease and any renewals and extensions of this
Lease.  Landlord shall have a right to apply any part or all of said security
deposit to remedy any default by Tenant hereunder, after any applicable notice
and cure period, including but not limited to, payment of any rent, additional
rent, holdover rent, repair of all damage to the Demised Premises caused by
Tenant, or any of its agent, employees, invitees or licensees.  If Landlord
applies any part of said security deposit to remedy any default of Tenant,
Tenant shall upon demand deposit with Landlord the amount so applied so that
Landlord shall have the full deposit on hand at all times during the terms of
this Lease.


                                       3

 
Landlord shall not be required to keep the security deposit separate from its
own funds and tenant will not be entitled to interest on the security deposit.
If Tenant pays the rent including additional rent and performs all of its other
obligations under this Lease (including renewals and extensions) Landlord will
return the unused portion of the Security Deposit to Tenant within 60 days after
the end of the term, as extended; however, if Landlord has evidence that the
security deposit has been assigned to an assignee of the lease, Landlord will
return the deposit to the assignee.  Landlord may deliver the security deposit
to a purchaser of the Demised Premises and be discharged from further liability
with respect to it.
 
ARTICLE IV - REPAIRS, MAINTENANCE, LANDLORD CONTROL AND ALTERATIONS

      4.1  Repairs and Maintenance ("R and M") by Tenant.  Tenant shall be
           ---------------------------------------------
solely responsible for internal and external repair and maintenance of the
Demised Premises, including without limitation, the heating, ventilating, air
conditioning, mechanical, electrical, elevator, and plumbing systems, structural
roof, walls, roof, and exterior walls and the fixtures and appurtenances of the
Demised Premises and the related parking areas and facilities, access roads,
driveways, retaining walls, sidewalks, walkways, loading docks, delivery and
pick-up areas, landscaped areas, exterior lighting facilities, comfort stations
and public washrooms, (if any).   Such Repairs and maintenance shall be as and
when needed to preserve them in good working order and condition  and regardless
of whether the repairs, restorations and replacements are ordinary or
extraordinary, foreseeable or unforeseeable, capital or noncapital, or the fault
or not the fault of the tenant, its agents, employees, invitees, visitors, or
contractors.  Tenant shall be responsible for all such costs which are
collectively referred to herein as "R and M".  Except as otherwise set forth in
this agreement, no costs or expenses in connection with the original
construction of the Demised Premises or any of the construction of new
structures or buildings as part of the Demised Premises shall be included in R
and M.  But repaving of Parking Areas and other replacements of improvements in
external areas so as to maintain them in good repair shall be considered R and
M.  The responsibilities under this section shall be subject to Landlord's one
year warranty for Landlord's Work. Any warranties beyond one year period
received by Landlord for Landlord's work shall be transferred to Tenant.

      R and M shall include all costs and expenses of every kind and nature
in operating, policing, protecting, securing, managing, equipping, lighting,
repairing, providing general signage, repaving, replacing, and maintaining the
Demised Premises including, but not limited to, the cost and expenses of:

           4.1.1   Operating, maintaining, repairing, lighting, cleaning,
           sweeping, painting, resurfacing and striping of and removing snow,
           ice and debris and removing garbage and trash from the Demised
           Premises;

           4.1.2   Exterior maintenance, replanting and replacing of flowers,
           shrubbery, plants, trees and other landscaping, and all water used to
           irrigate and water flowers, shrubbery, plants, trees and other
           landscaping located in or on the Demised Premises;

           4.1.3   Maintenance of smoke detectors and fire protection;

           4.1.4   The cost of recorded music, electricity, and other
           utilities used with respect to the Demised Premises and public areas
           including, but not limited to, electricity for lighting the parking
           facilities, loading areas, and entrance/exit areas;

           4.1.5  Personnel or services, including, without limitation,
           security and maintenance;
 
           4.2  Failure of Tenant to Properly Maintain. In the event that Tenant
                --------------------------------------
does not adequately maintain the Demised Premises or any part thereof, as
determined in the reasonable discretion of the Landlord, after notice to Tenant
and a right to cure within 30 days after such notice Landlord may take over the
maintenance, in part or in full, and charge tenant for such services. (However,
if Tenant initiates such cure within said 30 days and is diligently proceeding
to complete the cure, but due to the nature of the problem the work cannot be
completed within such 30 day period, Tenant shall have such additional time as
is necessary up to a maximum of 90 days. However, such 90 day period shall be
extended for force majeure. In such case, Tenant shall pay Landlord's management
fees in an amount equal to five percent (5%) of the gross annual rent from
Tenant. Furthermore, Landlord may cause any or all maintenance services for the
Demised Premises to be provided by an independent contractor or contractors or
other parties. Tenant shall pay to Landlord, as Additional Rent, R and M costs
incurred by Landlord for each calendar year. The additional rent provided to be
paid by Tenant in this Section shall be a 


                                       4

 
monthly charge equal to one-twelfth (1/12th) of Landlord's estimate of the total
R and M as determined for each lease year adopted by Landlord for such purpose,
and shall be payable in equal monthly installments in advance on the first of
each month without any prior demand therefor from Landlord and without any
deduction or set-off whatsoever. This Additional Rent for R and M shall be due
and payable five (5) business days from receipt of a bill. As soon as reasonably
possible following the end of each calendar year, Landlord shall furnish Tenant
a statement covering such calendar year just expired in reasonable detail (with
copies of invoices and proof of payment upon request of Tenant), showing the R
and M for such lease year and the payments made by Tenant with respect to such
lease year as set forth above. If R and M is less than Tenant's payments so
made, Landlord shall refund the difference to Tenant within thirty (30) days
after Tenant's receipt of such statement. If R and M, however, is greater than
Tenant's payments, Tenant shall pay Landlord the difference as Additional Rent
within thirty (30) days after receipt of such statement.

           4.3  Repair of Damage. The Tenant also agrees, at its own expense,
                ----------------   
to immediately repair any damages to the Demised Premises caused by the
operation of its business on or about the Demised Premises, including, without
limitation, any damage to the parking areas caused by the operation (including
without limitation, the driving, loading or unloading) of delivery vans, trucks,
carts or vehicles of any sort servicing Tenant's business or the Demised
Premises. Failure to repair same within thirty (30) days after notice from
Landlord will permit Landlord to remedy the damage and to demand immediate
payment from Tenant for the cost of said remediation. If Tenant does not pay
Landlord within thirty (30) days of receipt of the notice of such demand,
Landlord may deduct the reasonable cost of such remediation from Tenant's
Security Deposit and demand immediate replacement of the Security Deposit up to
the original amount posted. Failure to restore Security Deposit upon thirty (30)
days' notice after such demand shall be a default under this Lease and Landlord
shall have all the default remedies set forth in this Lease.

           4.4  Landlord Control.  Landlord may, at any time and from time to
                ----------------                                            
time:  Upon ten (10) days prior notice, close all or any portion of the parking
and access areas to the Demised Premises to make repairs or changes or to such
extent as may, in the opinion of Landlord, be necessary to prevent a dedication
thereof or of the accrual of any rights to any person or to the public therein;
close temporarily any or all portions of the said areas to discourage non-tenant
parking; and do and perform such other acts in and to said areas as, in the
exercise of good business judgment, Landlord shall determine to be advisable
with a view to the improvement of the convenience and use thereof by tenants,
their employees, agents and invitees. Any such closings and improvements by
Landlord shall not unreasonably interfere with Tenant's business or reduce the
available parking on the Demised Premises by more than 15 spaces closed on such
temporary basis.

                4.4.1 No motor vehicle may be stored in the Demised Premises.
                Any vehicle relating to Tenant's business parked in one customer
                parking space for more than ten (10) continuous business days
                shall be deemed "stored" and shall be towed by Tenant at its
                expense or if not so towed may be towed by Landlord at Tenant's
                expense.

                4.4.2 No inoperable motor vehicle, unregistered motor vehicle,
                parts of any motor vehicle, or any other related item, material,
                or substance shall be stored or located in the Demised Premises.
                Neither Tenant nor its employees nor any other person may work
                on or repair any car or other vehicle in the Demised Premises,
                including the parking areas, and/or on adjacent streets. With
                consent of Tenant, Landlord may designate space provided for
                employee or Tenant parking as public parking at specific times.

           4.5  Alteration, Improvements, Changes and Additions by Landlord.
                ----------------------------------------------------------- 

                4.5.1  By Tenant and Reservations to Landlord . Landlord
                       --------------------------------------
reserves the right to construct other buildings and improvements in the Demised
Premises from time to time, to make alterations thereof or additions thereto, to
build additional stories thereon, to build adjoining same, to construct
additional elevated and/or other parking facilities, and to demolish, alter,
renovate, make additions to any buildings and improvements located on the
Demised Premises. Tenant shall be permitted to rearrange and renovate interior
fit-ups in the core of the building which were installed as part of Tenant's
Work (Schedule D) providing such work does not alter or damage the shell and
portion of the building constructed by Landlord (Schedule C). In such case,
Tenant shall provide prior notice to Landlord of all such alterations. Any such
remodeling, requested or desired by Tenant, other than Landlord's Work, shall be
at Tenant's sole expense. All such work by Tenant shall be done with due
diligence, in a good and workmanlike manner, and in compliance with the laws,
ordinances, orders rules, regulations, certificates of occupancy or other
governmental requirements; Tenant shall provide Landlord with absolute
mechanic's lien waiver 


                                       5

 
for all work performed by Tenant, or its agents, contractors and subcontractors
and shall keep the Demised Premises free of all liens. If any such mechanic's or
materialmen's liens are filed, Tenant shall bond off those liens within 30 days
of filing and shall hold Landlord harmless for all costs, including reasonable
attorney's fees, actually and reasonably incurred by Landlord with respect to
such liens.

           4.5.2  By Landlord to Comply with Laws  Tenant agrees that Landlord
                  -------------------------------
shall at all times have the right and privilege of making changes, alterations,
rearrangements, additions which are a result of any federal, state or local
environmental protection or other law, rule, regulation, guideline or order.
Nothing described in Exhibit A or B shall limit or prevent Landlord from
effecting any changes or alteration to the Demised Premises as described in this
Section.  Notwithstanding anything set forth above to the contrary, the Landlord
shall not make any changes to the Demised Premises which would materially
interfere with the Tenant's operation of its business in the Demised Premises.

           4.5.3.  Removal at End of Term All alterations, additions, fixtures
                   ----------------------                                     
and improvement, permanent in character, made in or upon the Demised Premises by
Tenant, will remain on the Demised Premises without compensation to the Tenant;
provided, tenant shall be entitled to remove by the last day of the term, its
furnishings, equipment, machinery, and  trade fixtures.  Tenant will remove the
trade fixtures, equipment, machinery and furnishings  at Tenant's sole cost and
except to the extent expressly waived or requested by Landlord in writing, will
restore the Demised Premises to the condition in which it was in before
installation of such trade fixtures, equipment, machinery and furnishings,
reasonable wear and tear excepted.  If Tenant fails to remove such items by the
last day of the term, Tenant waives is right to remove same and Landlord may
remove and dispose of same without complaint by Tenant and Tenant shall pay all
costs reasonably incurred by such removal and disposal.

ARTICLE V - REAL ESTATE TAXES

      5.1  Tenant shall pay as Additional Rent to the Landlord all the real
estate taxes against and attributable to the Demised Premises including Building
B and Tract Two as described on Exhibit A.

           5.1.1  Tenant shall also pay all taxes assessed on improvements made
in or about the Demised Premises by Landlord and Tenant.

           5.1.2.  Tenant shall pay to Landlord monthly, on the first day of
each month during the term of this Lease and any extension thereof, an amount
equal to 1/12th of its share of the real estate taxes as provided above.
Landlord shall hold said funds for the benefit of the Tenant and use them to pay
such taxes as they fall due. If said funds are insufficient to pay the taxes
when due, the Landlord shall bill the Tenant for the difference and Tenant shall
make payment to Landlord within fifteen (15) days after receipt of said bill. If
said funds are in excess of the taxes due, then Landlord shall return the unused
portion of said funds to the Tenant within thirty (30) days after the taxes
become due, except that if the Tenant is in default in the payment of rent as
provided for herein, Landlord may apply said unused funds to the payment of said
rent. Tax bills shall be supplied to Tenant when available from Town and shall
be sufficient evidence of the amount of such taxes and shall be used for the
calculation of the amount to be paid by the Tenant. Landlord shall provide
Tenant with copy of paid tax bills or other proof of such payment. "Real Estate
Taxes" shall mean all taxes or assessments and governmental charges whether
federal, state, county, or municipal which are levied or charged against real
estate or rent, or on the right or privilege of leasing real estate or
collecting rent and any other taxes and assessments attributable to the Demised
Premises or its operation, excluding federal, state or other income taxes, and
federal and/or state succession or inheritance taxes.

           If any payment for taxes shall be due for any tax year in which said
Lease shall be in force and effect for less than a full tax year, such payment
shall be prorated so the amount payable by Tenant shall be based on the actual
number of months that said Lease shall be in force and effect during such tax
year.

ARTICLE VI - COMPLIANCE WITH ENVIRONMENTAL LAWS, FIRE CODES, AND OTHER LAWS

      6.1  Laws in General.  The Tenant, at its sole expense, shall comply
           ---------------                                                
with all laws, orders, and regulations of federal, state, and municipal
authorities, and with any direction of any public officer, pursuant to law,
which shall impose any duty upon the Landlord or the Tenant with respect to the
Demised Premises, including, but not limited to, such as relate to the venting
of noxious odors and fumes, cleanliness, safety, occupation and use of said
premises and the nature, character and manner of operation of the business
conducted in or at the Demised Premises.  The Tenant, at its sole expense, shall
obtain all licenses or permits which may be required for the conduct 


                                       6

 
of its business within the terms of this Lease, or for the making of repairs,
alterations, improvements, or additions, and the Landlord, where necessary, will
join the Tenant in applying for all such permits or licenses.

      6.2  Environmental Laws - Landlord.  Landlord represents, that except
           -----------------------------                                   
as specifically disclosed to Tenant, that as of the date hereof, the Landlord
and the Demised Premises are not in violation of any local, state or federal law
or regulation concerning the handling and disposal of oil, petroleum products,
hazardous substances, and/or hazardous waste or concerning any air, water or
noise pollution.
 
      6.3  Environmental Laws - Tenant.  Tenant shall comply with all local,
           ---------------------------                                      
state and federal laws and regulations concerning the generation, handling,
transportation, and disposal of oil, petroleum products, hazardous waste,
hazardous substances, special waste, toxic or hazardous material, and/or
biochemical waste and air, water and noise pollution (all as defined under
federal or Connecticut laws and regulations).

           6.3.1  If Tenant intends to generate, produce, store, or create,
           on the Demised Premises, any oil or petroleum product, anti-freeze or
           any chemical defined as hazardous waste, hazardous substance, special
           waste, toxic or hazardous material, and/or biochemical waste by the
           Department of Environmental Protection of the State of Connecticut
           (DEP), or by the Environmental Protection Agency of the Federal
           Government (EPA), it must submit a plan to said agency or agencies
           and to the Landlord, prior to occupancy, for the safe handling,
           storage and use and removal of any such substance. If a permit is
           required by the DEP or EPA for the generation, use, storage,
           transportation, and/or removal of such substance, Tenant must obtain
           and maintain such permit throughout tenancy and shall submit a copy
           to Landlord prior to occupancy and provide renewals, amendments,
           cancellations to Landlord during the term of this Lease.

           6.3.2  If there is a "spill" of any substance set forth in
           Section 6.2 and 6.3 above and such spill is caused by Tenant, its
           agents, employees, or invitees or is related to Tenant's, its agents,
           employees, or invitees' use of the Demised Premises, such "spill"
           shall be immediately reported by Tenant to the local fire marshall,
           to the DEP, to the EPA if required, and to the Landlord. Tenant shall
           take immediate remedial action to contain and clean up such "spill"
           and shall be solely responsible for all costs of remedial action
           including, but not limited to, the cost of professional environmental
           studies and reports, damages to any person or entity, attorneys'
           fees, clean up, soil removal, monitoring costs, fines and penalties.

           6.3.3  If Tenant does not take immediate remedial action to
           contain and clean up such "spill", or if Landlord is ordered by the
           fire marshall, DEP or EPA to take remedial action to contain and
           clean up such "spill", and after notice to Tenant, Landlord may take
           all necessary remedial action to contain and clean up such spill,
           Tenant shall reimburse Landlord for all costs of such remedial
           action, including, but not limited to, the cost of professional
           environmental studies, damages to any person or entity, attorneys'
           fees, soil removal, clean up, monitoring costs, fines and penalties,
           and interest from the date Landlord incurs each expense until such
           expense is paid by Tenant at the rate of twelve percent (12%) per
           annum.

           6.3.4  At the conclusion of the term of this Lease or any
           modifications, renewals, or extensions thereof, or upon Tenant's sale
           of its business to a third party, or upon Landlord's mortgaging of
           the Demised Premises from time to time, or upon Landlord's sale of
           the Demised Premises to a third party, Tenant shall submit a Negative
           Declaration and a Certification to Landlord pursuant to the
           provisions of Connecticut Public Act No. 87-475 or any successor
           statute. Said Declaration and Certification shall state that there
           has been no discharge, spillage, uncontrolled loss, seepage or
           filtration of hazardous waste, toxic waste and/or biochemical waste
           on the Demised Premises or the grounds, or that any such discharge,
           spillage, uncontrolled loss, seepage or filtration has been cleaned
           and removed in accordance with procedures approved by the
           Commissioner of Environmental Protection of the State of Connecticut
           or determined by him to pose no threat to human health or safety or
           the environment which would warrant containment and removal or other
           mitigation measures, and that any hazardous waste, toxic or hazardous
           material, and/or biochemical waste which remains on site is being
           managed in accordance with Chapters 445 and 446k of the Connecticut
           General Statutes and regulations adopted thereunder, and in
           accordance with any other State or Federal law or regulation which
           shall then be applicable. Failure or inability of the Tenant to
           provide said Declaration and Certification, or the presence of any
           waste on the Demised Premises contravened by said Declaration and
           Certification shall entitle the 


                                       7

 
               Landlord to recover damages from the Tenant on the basis of
               strict liability, without regard to fault, for all clean up and
               removal costs and direct and indirect damages arising therefrom,
               including reasonable attorney's fees incurred in the enforcement
               of this Article.

      6.4  Fire Code.  The Landlord represents that, without reference to
           ---------
Tenant's use or Tenant's Work, the Demised Premises is in conformance with
applicable fire codes or will be in conformance with applicable fire codes on
the date that Tenant takes occupancy.  Tenant will comply with all applicable
fire and building codes in the construction of Tenant's Work and in Tenant's use
of the Demised Premises.  If, because of the nature of Tenant's operations, the
Landlord is required by the fire codes to make modifications or additions to the
fire protection or smoke detection system, fire walls, exits, fire escapes or
any other fire prevention system, then Tenant agrees to pay for any such
modification or addition as additional rent, payable in full upon completion of
such modifications and/or additions.

      6.5  Compliance with Laws and Codes.  Tenant shall comply with all
           ------------------------------                               
local, state and federal laws and regulations. If Tenant does not so comply
after notice and reasonable time to cure, said failure shall be a default under
this Lease and Landlord shall have all the default remedies hereunder for which
it is entitled.  Landlord represents that, upon occupancy by the Tenant for
office space, the Demised Premises will be in compliance with the applicable
zoning regulations and that such use is a permitted use subject to the terms of
the Special Permit issued by the Kent Planning and Zoning Commission for such
office use; Landlord will obtain all required permits and approvals except as
required for Tenants Work, which shall be the responsibility of the Tenant.

ARTICLE VII - USE OF DEMISED PREMISES

      7.1  Use of Demised Premises.  Tenant covenants and agrees that
           -----------------------                                  
throughout the term of this Lease, including any Renewal Term, the Demised
Premises shall only be used for and as offices under the terms of the Special
Permit issued for such offices by the Town of Kent Planning and Zoning
Commission and for no other purpose.

      7.2  Rules and Regulations.  Tenant covenants and agrees that
           ---------------------                                  
throughout the term of this Lease and any extension or renewal thereof:

               7.2.1  It will not overload, damage or deface the Demised
               Premises;

               7.2.2 It will comply with the rules and regulations set forth in
               Exhibit E attached hereto relative to the operation and use of
               the Demised Premises and with such rules and regulations
               established by Landlord from time to time with respect thereto;

               7.2.3 It will vent all noxious and hazardous odors and fumes from
               its operations, maintain humidity controls, maintain noise
               levels, and provide safe procedures for the handling and storage
               of chemicals and other hazardous materials in such a manner so as
               not to affect or interfere with occupants of other properties
               adjacent to or within close proximity of the building, and in
               such a manner so as not to cause damage to the building, the
               building lot upon which the building is located, and neighboring
               properties. Tenant shall present plans and specifications for the
               installation of any vents to Landlord for its written approval
               prior to installation. If the Tenant fails to comply with this
               provision, the Landlord may install said ventilation or other
               controls and charge the Tenant the reasonable costs thereof which
               the Tenant agrees to pay as additional rent, or at the Landlord's
               election, the Landlord may terminate this Lease upon thirty (30)
               days written notice to the Tenant.

               7.2.4 It will place all of its rubbish and waste only in
               dumpsters provided by Tenant, approved by Landlord and in the
               area designated by the Landlord; Tenant shall be responsible for
               the actual costs of removal and/or provision for dumpsters.
               Tenant will be responsible daily policing and clean-up of all
               rubbish, waste, and litter deposited by Tenant, its agents,
               employees, or customers on the Demised Premises so that its
               business does not present an untidy public appearance. If Tenant
               fails to provide such adequate daily policing and clean-up,
               Landlord, at its option, may bill Tenant as Additional Rent the
               extra costs relating to such policing and clean-up. Tenant shall
               provide, at Tenant's expense, sufficient and appropriately placed
               waste receptacles for use by its employees and customers, which
               receptacles shall be preapproved by Landlord as to type and
               location and Tenant shall be solely responsible for disposal of
               contents so that there is no unsightly accumulation of trash in
               the Demised Premises.


                                       8

 
               7.2.5 It will not place or suffer to be placed or maintained on
               any exterior door, wall or window of the Demised Premises, any
               sign, awning or canopy, or advertising matter or other thing of
               any kind, and will not place or maintain any decoration,
               lettering or advertising matter on the glass of any window or
               door of the Demised Premises without first obtaining Landlord's
               written approval, which approval shall not be unreasonable
               withheld. Tenant further agrees to maintain in good condition and
               repair at all times such sign, awning, canopy, decoration,
               lettering, advertising matter or other thing as may be approved.
               Any of said items so installed without such written approval and
               consent or which are not maintained in good condition and repair
               may be removed by Landlord at Tenant's expense. Landlord will
               require signs to be as uniform as possible for the entire Demised
               Premises. All signage must comply with local zoning regulations
               and must be as approved by the Commission.

ARTICLE VIII - MANNER AND HOURS OF OPERATION

Intentionally Blank.
--------------------

ARTICLE IX - MAINTENANCE, REPAIRS, AND ALTERATIONS

      9.1  Tenant Alterations.  Tenant may make alterations or improvements
           ------------------                                              
in and to the Demised Premises, at its own cost, as set forth in Exhibit D and
as it may deem desirable for its use thereof, except no alteration shall be made
that modifies the basic building structure, systems or utilities without the
written approval of Landlord, which approval shall not be unreasonably withheld.
All repairs and alterations shall be of quality at least equal to the original
construction. At the termination of this Lease, except for casualty losses
insured against, or losses occasioned by floods, earthquakes, wars, acts of God,
or other losses over which Tenant has no control, Tenant shall deliver the
Demised Premises to Landlord in good condition and repair, allowance being made
for ordinary wear, tear and obsolescence. Tenant shall be responsible for any
damage to the Demised Premises as a result of removal of Tenant's sign. In
addition, all of said alterations or improvements (except Tenant's trade
fixtures and subject to the terms of Section 4.5.3) shall remain the property of
Landlord. However, should the Landlord elect that such alterations or
improvements be removed by Tenant, then Tenant agrees to remove same at Tenant's
sole expense and to restore the Demised Premises to the condition it was in at
the commencement of this Lease. If Tenant shall fail to remove same, then
Landlord shall cause same to be removed and Tenant agrees to reimburse the
Landlord for the actual cost of such removal, together with any and all damages
which Landlord may suffer by reason of Tenant's failure to remove same.

      9.2  Maintenance and Repair.  The Tenant agrees to maintain and repair
           -----------------------                                          
the interior of the Demised Premises, including but not limited to, the interior
walls and partitions, and all of the mechanical systems including the furnace,
plumbing and electrical system. Tenant shall also maintain and repair both the
interior and exterior of all windows and doors, including overhead doors,
located within the Demised Premises. Tenant shall provide and maintain an
adequate number of fire extinguishers and smoke alarms in the Demised Premises
in order to comply with local fire codes. Tenant, at its sole expense, will,
throughout the term of this Lease, obtain and keep in force a maintenance
contract with a service company acceptable to Landlord to regularly inspect and
perform maintenance services to the heating, ventilating and air-conditioning
system serving the Demised Premises. Tenant shall furnish Landlord with a copy
of said maintenance contract, and of renewals or replacements thereof. If Tenant
does not timely provide such contract(s) or renewal(s), Landlord shall obtain
same and the cost shall be charged to the Tenant as Additional Rent.

      9.3  Glass. The Tenant further covenants and agrees to promptly
           ------                                                    
replace all broken glass on the Demised Premises during the term of this Lease
or any month-to-month extension thereof at its own expense, and Tenant shall
carry plate glass insurance naming Landlord as additional insureds. Tenant
further agrees to clean all glass on the interior and exterior of the Demised
Premises with reasonable frequency so as to provide a reasonably clean
appearance.

9.4 Exterior Structural Repair. Landlord shall be responsible only for exterior
structural repair of the foundation unless such repairs are due to the
negligence of the Tenant or its agents, servants, employees, invitees, or
customers. All other structural repairs shall be the sole responsibility of
Tenant.

ARTICLE X - UTILITIES


                                       9

 
      10.1  Utility Charges. Tenant agrees to pay all charges for
            ---------------                                     
electricity, gas, fuel oil, water, telephone and fire service line charges for
fire protection including sprinkler protection and monitoring, if applicable,
and any other utilities used by the Demised Premises, whether or not the
services are billed directly to Tenant. If possible, separate meters or
submeters for gas, electricity and water shall be provided and installed by
Landlord.

      10.2  Temperature.  Tenant shall maintain a temperature within the
            -----------                                                
entire Demised Premises of at least 50 degrees Fahrenheit in order to prevent
freezing of pipes and plumbing located therein.

      10.3  No Liability of Landlord.  Landlord shall not be liable in
            ------------------------                                 
damages or otherwise for any failure to furnish or interruption of the services
of heat or any utility consumed or used in the Demised Premises, providing that
such failure is beyond the reasonable control of Landlord and not due to
Landlord's negligence.

ARTICLE XI - INDEMNITY AND INSURANCE

      11.1   Tenant to Provide Insurance.  Tenant covenants and agrees that
             ---------------------------                                  
it will obtain and maintain during the term of this Lease, at its own expense,
"all-Risk" coverage insurance naming the Landlord and the Tenant as insured as
their interest may appear. The amount of the insurance will be designated by
Landlord no more frequently than once every twelve (12) months, will be set
forth on an "agreed amount endorsement" to the policy of insurance, will not be
less than the agreed value of the buildings and improvements, and will be
subject to arbitration if Landlord and Tenant do not agree with regard to such
value. The initial agreed upon value will be $1,500,000.00. Tenant shall also
obtain and maintain general comprehensive public liability insurance (commercial
general liability insurance) with responsible companies qualified to do business
in Connecticut which shall insure Landlord and all persons in privity with
Landlord, as well as Tenant, against all claims for injuries to persons or for
death occurring in or about the Demised Premises, in the amount of at least Two
Million Dollars ($2,000,000.00), and against all claims for damages to or loss
of property occurring in or about the Demised Premises in the amount of at least
One Million Dollars ($1,000,000.00). Tenant shall also provide the following:

               11.3.1  Insurance of Tenant Improvements.  Tenant agrees that it
                       ---------------------------------                       
               will, at its own cost and expense, keep its own Tenant
               improvements, including those listed on Schedule C, fixtures, and
               office equipment adequately insured during the term hereof
               against all loss and casualty, with the usual extended coverage
               endorsements.

               11.3.2  Worker's Compensation.  Tenant shall also maintain
                       ----------------------                            
               worker's compensation insurance.
 
               11.3.3  Builder's Risk Insurance.   Tenant shall also maintain
                       ------------------------                             
               adequate Builder's Risk insurance during Tenant's Work (Schedule
               D).
 
               11.3.4  Certificates of Insurance and Notices.  Tenant agrees to
                       -------------------------------------                  
               furnish Landlord and Premises owner with policies or certificates
               of the insurance described herein prior to the commencement of
               the term hereof and each renewal policy or certificate thereof at
               least ten (10) days prior to the expiration of the policy it
               renews. Each such policy shall provide that the policy may not be
               materially modified or cancelled with respect to the Landlord's
               and Premises owner's interest without at least thirty (30) days'
               prior written notice to the Landlord and Premises owner; all such
               insurance policies shall name Landlord as an additional insured.
               All insurance policies will be promptly provided to Landlord and
               shall contain typical provisions considering the type of
               insurance, quality and type of building and use of the Demised
               Premises.

      11.2 Control.  Tenant covenants and agrees to assume exclusive
           -------                                                  
control of the Demised Premises, and all tort liabilities incident to the
control or leasing thereof, and to save Landlord harmless from all claims or
damages arising on account of any injury or damage to any person or property on
said Demised Premises, or otherwise resulting from the use and maintenance and
occupancy of the Demised Premises or of any thing or facility kept or used
thereon, unless such injury or damage is caused by Landlord's negligence or
breach of its obligations hereunder; further, Tenant shall save Landlord
harmless from any liability on account of any accident or injury to Tenant, or
to any of Tenant's servants, employees, agents, visitors, customers, or
licensees, or to any person or persons in or about the said Demised Premises.
In case Landlord shall, without fault on its part, be made a party to any
litigation commenced by or against Tenant, then Tenant shall protect and hold
Landlord harmless and shall pay on demand all costs, expenses and reasonable
attorneys' fees incurred or paid by Landlord in connection with such litigation.

                                      10

 
      11.3  Limited Liability of Landlord.  Landlord shall not be liable for
            -----------------------------                                  
any damage to the Demised Premises, or to any property of the Tenant or of any
other person thereon, from water, rain, snow, ice, sewage, toxic substances or
waste, steam, gas or electricity which may leak into or issue or flow from any
part of the Demised Premises, or from the bursting, breaking, obstruction,
leaking or any defect of any of the pipes or plumbing, appliances, or from
electric wiring or other fixtures in or on the Demised Premises or any part
thereof, or from the street or subsurface, except such damage or injury as may
be caused by the negligent act or omission on the part of the Landlord, its
agents, servants or employees.

      11.4  Insured Losses.  Landlord and Tenant each hereby waive such
            --------------                                            
causes of action either may have or acquire against the other which are
occasioned by the negligence of either of them or their employees or agents
resulting in the destruction of or damage to real or personal property belonging
to the other and located on the Demised Premises which are caused by fire and/or
the hazards insured against in an extended coverage endorsement to a standard
fire insurance policy approved in the State of Connecticut.  Each party to this
agreement further agrees to cause any insurance policy covering destruction of
or damage to such real or personal property from fire and/or the hazards covered
under the aforementioned extended coverage endorsement to contain a waiver of
subrogation clause or endorsement under which the insurance company waives its
right of subrogation against either party to this agreement in case of
destruction of or damage to the aforementioned real or personal property of
either such party.

ARTICLE XII - SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES

      12.1  Subordination.  Tenant agrees that this Lease is subject and
            -------------                                               
subordinate to any easements relating to the real property of which the Demised
Premises is a part, and to the lien of any mortgage granted by Landlord which is
now on or which at any time may be made a lien upon the real property of which
the Demised Premises is a part.  This subordination provision shall be self-
operative and no further instrument of subordination shall be required.  Tenant
agrees to execute and deliver promptly, upon request, such further instrument or
instruments confirming such subordinations as shall be desired by Landlord or by
any easement holder, proposed easement holder, mortgagee or proposed mortgagee;
and Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact
to execute any such instrument or instruments. Landlord will provide non-
disturbance and attornment agreements from such mortgagees.

      12.2  Attornment.  In the event any proceedings are brought for
            ----------                                               
foreclosure of any mortgage deed to secure debt given by Landlord and/or Demised
Premises owner and covering the Demised Premises, Tenant shall attorn to the
foreclosing mortgagee or purchaser upon any such foreclosure  and recognize such
purchaser or mortgagee as the owner and landlord under this Lease, provided such
owner, as landlord, shall recognize Tenant's rights to continue to occupy the
Demised Premises and exercise and enjoy all of its rights hereunder so long as
Tenant complies with the terms and provisions of this Lease and further provided
any such purchaser or mortgagee shall be deemed to assume and agree to perform
the duties of the Landlord hereunder providing said purchaser or mortgagee shall
not be required to cure the defaults, if any, of Landlord.

      12.3  Estoppel Certificates.  Tenant agrees, at any time and from time
            ---------------------                                           
to time upon not less than  ten (10) days' prior written notice by Landlord, to
execute, acknowledge, and deliver to Landlord a statement in writing (i)
certifying that this Lease  has not been modified and is in full force and
effect (or, if there have been modifications, the  specific terms of same), (ii)
stating the dates to which the annual rent and Additional Rent have been paid by
Tenant, (iii) stating whether or not, to the best knowledge of Tenant, Landlord
is in default in the performance of any covenant, agreement, or condition
contained in this Lease, and, if so, specifying each such default,  and (iv)
stating the name and address to which notice to Tenant should be sent.  Any such
statement delivered pursuant hereto may be relied upon by an owner of the
Demised Premises, any mortgagee of the real property of which the Demised
Premises is a part, or any prospective assignee of any such mortgagee.

      12.4. No liens by Tenant.  Tenant shall not mortgage or permit a lien
            ------------------
on its leasehold interest.

ARTICLE XIII - DAMAGE BY FIRE OR OTHER CASUALTY

      13.1  General.  In the event the Demised Premises shall be damaged or
            -------                                                        
destroyed by reason of fire or any other cause, Tenant will immediately notify
Landlord and:  a)  to the extent such destruction or damage relates to Tenant's
Work (Schedule D) or alterations of same, Tenant  will promptly repair or
rebuild the building at Tenant's expense, and b) to the extent such destruction
or damage relates to Landlord's Work (Schedule C) or alterations of same,
Landlord will promptly repair or rebuild the building at Landlord's  expense;
such reconstruction and repair 


                                      11

 
shall make the building at least equal in value to the building existing
immediately prior to the occurrence and as nearly similar to it in character as
is practicable and reasonable. Landlord and Tenant will apply and make available
the net proceeds of any fire or other casualty insurance, after deduction of any
costs of collection, including attorneys' fees, for repairing or rebuilding as
the same progresses. All such payments shall be subject to the interests of any
of Landlord's mortgagees and loss payees with respect to the property and
improvements. Payments will be made against properly certified vouchers of a
competent architect in charge of the work and approved by Landlord. If the
proceeds of insurance are paid to the holder of any mortgage or Landlords
interest in the Demised Premises, Landlord will make available net proceeds of
the insurance in accordance with the provision of this Section. Before beginning
repairs or rebuilding, or letting any contracts in connection with repairs or
rebuilding, Tenant will submit for Landlord's approval, which approval Landlord
will not unreasonably withhold or delay, complete and detailed plans and
specifications for the repairs or rebuilding of Tenant's Work. Promptly after
receiving Landlord's approval of those plans and specifications, Landlord and
Tenant will begin the repairs or rebuilding and will prosecute the repairs or
rebuilding to completion with diligence, subject however to strikes, lockouts,
acts of God, embargoes, governmental restrictions, and other causes beyond
Landlord and Tenant's reasonable control. Tenant will obtain and deliver to
Landlord a temporary or final certificate of occupancy before the Demised
Premises are reoccupied for any purpose. The repairs or rebuilding will be
completed free and clear of mechanics' or other liens, and in accordance with
the building codes and all applicable laws, ordinance, regulations, or orders of
the State, the Town of Kent, or other applicable authority affecting the repairs
or rebuilding, and also in accordance with all requirements of the insurance
rating organization, or similar body and any liability insurance company
insuring Landlord against liability for accidents related to the Demised
Premises. The provisions of this Paragraph 13.1 are subject to the terms of
Paragraph 13.5 below.

      13.2  Landlord's inspection.  During the progress of the repairs or
            ---------------------                                     
rebuilding, Landlord and its architects and engineers may from time to time
inspect the building and will be furnished, if required by them, with copies of
plans, drawings and specifications relating to the repairs or rebuilding.
Tenant will keep all plans, shop drawings, and specifications at the building,
and Landlord and its architects an designers may examine them at all reasonable
times.  If, during repairs and rebuilding, Landlord and its architects and
engineers determine that the repairs and rebuilding are not being done in
accordance with the approved plans and specifications, Landlord will give prompt
notice in writing to Tenant, specifying in detail the particular deficiency,
omission, or other respect in which Landlord claims the repairs or rebuilding do
not accord with the approved plans and specifications.  Upon the receipt of that
notice, Tenant will cause corrections to be made to any deficiencies, omissions,
or such other respect.  Tenant's obligations to supply insurance according to
this Lease will be applicable to any repairs or building under this Article.

      13.3  Landlord's Cost. The charges of any architect or engineer of
            ---------------                                          
Landlord employed to pass upon any plans and specifications and to supervise and
approve any construction or for any services rendered by the architect or
engineer to Landlord as contemplated by any of the provision of this Lease, will
be paid to tenant as a cost of the repair or rebuilding.  The fees of such
architect or engineer will be those customarily paid for comparable services.

      13.4.  No Rent Abatement.  Monthly rent and additional rent will not
             ------------------                                          
abate pending the repairs or rebuilding except to the extent to which Landlord
receives a net sum as proceeds of any rent insurance.

      13.5. Damage During Last Two Years of Lease.  If at any time during
            -------------------------------------                        
the last two years of the term (or any renewal term) the building is so damaged
by fire or otherwise that the cost of restoration exceeds fifty percent (50%) of
the replacement value of the building (exclusive of foundations) immediately
prior to the damage, either Landlord or Tenant, may within thirty (30) days
after such damage, given notice of its election to terminate this Lease and,
subject to the further provisions of this Section, this Lease will case on the
tenth (10th) day after the delivery of that notice.  Monthly rent will be
apportioned and paid to the time of termination.  If this Lease is so
terminated, Tenant will have no obligation to repair or rebuild, and the entire
insurance proceeds will belong to the Landlord.

ARTICLE XIV - EMINENT DOMAIN

      14.1  Whole Premises.  In the event that the whole of Demised Premises
            --------------                                                 
shall be taken under the power of eminent domain, this Lease shall thereupon
terminate as of the date possession shall be so taken.

      14.2  Portion of Premises.  In the event that a portion of the floor
            -------------------                                          
area of the Demised Premises shall be taken under the power of eminent domain
and the portion not so taken will not be reasonably adequate for the operation
of Tenant's business notwithstanding Tenant's performance or restoration as
hereinafter provided, this 


                                      12

 
Lease shall thereupon terminate as of the date possession of said portion is
taken. In the event of any taking under the power of eminent domain which does
not terminate this Lease as aforesaid, all of the provisions of this Lease shall
remain in full force and effect, except that the Base rent shall be reduced in
the same proportion that the amount of floor area of the Demised Premises taken
bears to the total floor area of the Demised Premises immediately prior to such
taking, and Landlord shall at Landlord's own cost and expense, restore such part
of the Demised Premises as is not taken to as near its former condition as the
circumstances will permit and Tenant shall do likewise with respect to all
exterior signs, trade fixtures, equipment, furniture, furnishings and other
installations of Tenant.

      14.3. Damages.  All damages awarded for any such taking under the
            --------                                                   
power of eminent domain, whether for the whole or a part of the Demised
Premises, shall belong to and be the property of the Landlord, whether such
damages shall be awarded as compensation for diminution in value of the
leasehold or for the fee of the Demised Premises, provided, however, that
Landlord shall not be entitled to any award made to Tenant for loss of or damage
to Tenant's trade fixtures and removable personal property or for damages to
improvements made by Tenant with approval of Landlord during the term of this
Lease and any extension thereof or for damages for cessation or interruption of
Tenant's business.

      14.4. Rent Paid in Advance.  If this Lease is terminated as provided
            --------------------                                         
in this Article, all rent shall be paid up to the date that possession is taken
by public authority, and Landlord shall make an equitable refund of any rent
paid by Tenant in advance and not yet earned.

      14.5  Voluntary Sales.  A voluntary sale by Landlord to any public or
            ---------------                                               
quasi-public body, agency or person, corporate or otherwise, having the power of
eminent domain, either under threat of condemnation or while condemnation
proceedings are pending, shall be deemed to be a taking by eminent domain for
the purpose of this Article.

ARTICLE XV - DEFAULT OF THE TENANT OR LANDLORD

      15.1  Tenant Default.  If Tenant: a) is in default in payment of rents
            --------------                                                 
for a period of ten (10) days, or (b) if Tenant shall default in the performance
or observance of any other of the covenants, agreements, terms, provisions or
conditions contained herein and on its part to be performed or observed and such
default continues for thirty (30) days after written notice from the Landlord
specifying such default and after exhaustion of any applicable cure periods and
Tenant is not diligently prosecuting the cure thereof, or (c) if any assignment
shall be made by Tenant for the benefit of creditors, or Tenant becomes involved
in any proceedings as a debtor under the bankruptcy laws of the United States in
effect at the time of default, or (d) if Tenant's leasehold interest shall be
taken on execution, then and in any of such cases, Landlord and the agents and
servants of Landlord lawfully may, in addition to and not in derogation of any
remedies for any  other breach of covenant, immediately or at any time
thereafter and without prior demand or statutory notice to quit, commence an
action of summary process to evict Tenant from the Demised Premises, without
prejudice to any remedies which might otherwise be used for arrearages of rent
or any other breaches of covenant.  Notwithstanding the above, once during any
12 month interval, if Tenant does not pay monthly rent within such ten (10) day
period, Landlord shall provide notice thereof and Tenant shall be permitted to
cure such nonpayment default within seven (7) days of such notice. Tenant hereby
waives the statutory notice to quit, and Tenant covenants and agrees that in the
case of such termination, or termination under statute by reason of default on
Tenant's part, Tenant will, at the election of the Landlord:

               15.1.1 Pay to Landlord in equal monthly installments, in advance,
               sums equal to the aggregate rent herein provided for or, if the
               Demised Premises have been relet, sums equal to the excess of the
               aggregate rent herein provided for over the sums actually
               received by Landlord.; or

               15.1.2 Indemnify Landlord against loss of the aggregate rent
               herein provided for from the time of such termination or from the
               time to which installments of liquidated damages shall have been
               paid to the expiration of the term hereof as above set forth.

               For the purpose of this Article, the phrase "aggregate rent", as
               used herein, shall include the annual base rent and all
               Additional Rents and charges payable hereunder, including
               interest, if any, and reasonable attorneys' fees incurred by
               Landlord in enforcing its rights hereunder. In the event of a
               default by the Tenant as above provided, if Landlord shall elect
               not to terminate this Lease, it may relet the Demised Premises or
               any part or parts thereof, either in the name of 


                                      13

 
               Landlord or Tenant, for a term or terms which may, at Landlord's
               option, extend beyond the balance of the term of this Lease, and
               Tenant agrees that in the event of such reletting Tenant shall
               pay Landlord any deficiency between the aggregate rent hereby
               reserved and covenanted to be paid and the net amount of the
               rents collected on such reletting, as well as any expense
               incurred by Landlord in such reletting including, but not limited
               to, attorney's fees, broker's fees and expenses of remodeling and
               putting the Demised Premises in good order and preparing the same
               for re-letting. Such deficiency shall be paid in monthly
               installments upon statements rendered by the Landlord to the
               Tenant.

      15.2  Rights cumulative.  Any and all rights and remedies which
            -----------------                                       
Landlord may have under this Lease and at law and in equity shall be cumulative
and shall not be deemed inconsistent with each other, and any two or more of all
such rights and remedies may be exercised at the same time or independently.

      15.3  Landlord Default.  Landlord shall not be deemed in default in
            ----------------                                            
the performance of any of its obligations hereunder unless it shall fail to
perform such obligations and such failure shall continue for a period of thirty
(30) days or such additional time as is reasonably required to correct any such
default after written notice has been given by Tenant to Landlord specifying the
nature of Landlord's alleged default.

      15.4  Cost of Enforcement.  Tenant agrees that Tenant shall be
            -------------------                                    
responsible for all reasonable costs and attorneys' fees incurred by Landlord in
enforcing any provision of this Lease.

      15.5  Jury Trial Waiver.  Tenant and Landlord hereby waive trial by
            -----------------                                           
jury on any and all claims arising out of this Lease.

ARTICLE XVI - HOLDING OVER

      16.1  General. If Tenant holds possession of the Demised Premises
            -------                                                    
after the Expiration Date or any other termination of this Lease, Landlord shall
have the option, exercisable in writing thirty (30) days after the date of
termination as aforesaid, to treat Tenant as a Tenant at Sufferance, or as a
tenant by the month.  If Landlord fails to make such election, then the Tenant
shall be deemed a tenant by the month, commencing with the first day after the
termination of the Lease at 1.5 times the monthly base rent paid during the last
month of the expired term together with Additional Rents and shall occupy
subject to all other terms of this Lease, including the provision of this
Section.  Said holdover term shall terminate upon thirty (30) days' notice from
one party to the other.  Nothing contained herein shall be construed  as a
consent by Landlord to the occupancy or possession of the Demised Premises by
Tenant after the termination of the Lease, and Landlord, upon said termination,
if Landlord elects to treat Tenant as a Tenant at sufferance, shall be entitled
to the benefit of all public, general or public laws relating to the speedy
recovery of the possession of land and tenements held over by Tenant, whether
now or hereafter in farce and effect.

ARTICLE XVII - MISCELLANEOUS PROVISIONS

      17.1  Waiver.  Failure of Landlord to  notify Tenant of any act or
            ------                                                      
omission on the part of the Tenant, no matter how long the same may continue,
shall not be deemed to be a waiver by Landlord of any of its rights hereunder.
No waiver by Landlord at any time, express or implied, of any breach of any
provision of this Lease shall be deemed a waiver of a breach of any other
provision of this Lease or a consent to any subsequent breach of the same or any
other provision.  If any action by Tenant shall require Landlord's consent or
approval, Landlord's consent to or approval of such action on any one occasion
shall not be deemed a consent to or an approval of said action on any subsequent
occasion or a consent to or approval of any other action on the same or any
subsequent occasion.  No payment by Tenant or acceptance by Landlord of a lesser
amount than shall be due from Tenant to Landlord shall be deemed to be anything
but payment on account;  the acceptance by Landlord of a check for a lesser
amount than due with an endorsement or statement thereon or upon a letter
accompanying said check that said lesser amount is payment in full shall not be
deemed an accord and satisfaction, and Landlord may accept said check without
prejudice to receive the balance due or pursue any other remedy.  Any and all
rights and remedies which Landlord may have under this Lease or by operation of
law, either at law or in equity, upon any breach, shall be distinct, separate,
and cumulative and shall not be deemed inconsistent with each other and no one
of them, whether exercised by Landlord or not, shall be deemed to be in
exclusion of any other; and any two or more or all of such rights and remedies
may be exercised at the same time.


                                      14

 
      17.2  Partial Invalidity.  If any term, covenant, or condition of this
            ------------------                                              
Lease or the application thereof to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term, covenant or condition to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby and each term, covenant or condition of this Lease shall be
valid and be enforced to the fullest extent permitted by law.

      17.3  Recording.  A Notice of this Lease may be recorded in the Town
            ---------                                                     
Clerk's Office in the Town of Kent, State of Connecticut, in accordance with the
requirements of the applicable laws of the State of Connecticut relating to
leases.  In the event this Lease is terminated, cancelled, released or assigned
before the expiration of the term, the Landlord and Tenant shall, upon the
request of either party, execute and deliver a written instrument in form for
recording setting forth such termination, cancellation, release or assignment.
The parties agree at the appropriate time to execute and deliver an instrument
in recordable form evidencing the commencement date of the term hereunder.

      17.4  Covenant of Landlord.  Upon payment by the Tenant of the rents
            --------------------                                          
herein provided, and upon the observance and performance of all the covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Demised Premises for the term hereby
demised without hindrance or interruption by Landlord or any other person or
persons lawfully or equitably claiming by, through, or under the Landlord,
subject, nevertheless, to the terms and conditions of this Lease.

      17.5  Use of "Landlord" and "Tenant".  All the provisions hereof are
            ------------------------------                                
to be construed as covenants and agreements as though the words imparting such
covenants and agreements were used in each separate provision and Section
hereof.  The words "Landlord" and "Tenant" and the pronouns referring thereto,
as used in this Lease, shall mean, where the context requires or admits, the
persons named herein as Landlord and Tenant, respectively, and their respective
heirs, legal representatives, successors and assigns, irrespective of whether
singular or plural, masculine, feminine or neuter.  It is agreed that the
agreements and conditions in this Lease contained on the part of Tenant to be
performed and observed shall be binding upon Tenant and its successors and
assigns and shall inure to the benefit of Landlord and its successors and
assigns; and the agreements and conditions in this Lease contained on the part
of the Landlord to be performed and observed shall be binding upon Landlord and
its successors and assigns and shall inure to the benefit of Tenant and its
successors and assigns.  Tenant agrees that at all times on and after the
Commencement Date of this Lease the sole liability for performance of all
Landlord's obligations hereunder shall be that of the Landlord.

      17.6  Entire Agreement.  This instrument contains the entire and only
            ----------------                                               
agreement between the parties, and no oral statements or representations or
prior written matter not contained in this instrument shall have any force or
effect.  This Lease shall not be modified in any way except by a writing
subscribed by both parties.

      17.7  Notices.  All notices and other communications authorized or
            -------                                                     
required hereunder shall be in writing and shall be given by mailing the same by
certified or registered mail, return receipt requested, postage prepaid. The
same shall be mailed to Tenant at the Demised Premises or to such other person
or at such other address as Tenant may hereafter designate by written notice to
Landlord; and the same shall be mailed to Landlord at:

               Barton Kent LLC
               P.O. Box 97
               West Cornwall, CT 06796
               Attn:  Russell or Dale Barton

with a copy to:

               Gail E. McTaggart
               Secor, Cassidy & McPartland, P.C.
               P. O. Box 2818
               Waterbury, CT 06723

or to such other person or at such other address as Landlord may hereafter
designate by written notice to Tenant.

          CYBERIAN OUTPOST, INC.
          P.O. Box 636
          Kent, Conn.


                                      15

 
          Attention: Mr. Darryl Peck


with a copy to:

          Robert E. Paul, Esq.
          Riemer & Braunstein
          Counsellors At Law
          Three Center Plaza
          Boston, Mass. 02108

          17.8  Access.  Landlord shall have the right to enter the Demised
                ------                                                     
Premises during Tenant's business hours upon reasonable notice to Tenant for the
purpose of showing the Demised Premises to a prospective purchaser or tenant or
to make repairs, or to remove any alteration, improvement or sign which is in
violation of the provisions of this Lease.  Such entry, to the extent possible,
shall be accomplished with minimal interference with Tenant's business. In case
of emergency, Landlord shall have the right to immediately enter the Demised
Premises without prior notice.  Tenant shall at all times provide Landlord with
a key and appropriate security code for such access.  Landlord will have the
right to use any means Landlord may deem proper to open doors in the Demised
Premises and to the Demised Premises in an emergency in order to enter the
Demised Premises.  No entry to the Demised Premises by Landlord by any means
will be a forcible or unlawful entry into the Demised Premises or a detainer of
the Demised Premises or an eviction, actual or constructive of Tenant from the
Demises Premises, or any part of the Demised Premises, nor will any entry
entitle Tenant to damages or abatement of rent or other charges which this Lease
requires Tenant to pay.

          17.9  Liens.  Tenant agrees immediately to discharge (either by
                -----                                                    
payment or by the filing of the necessary bond, or otherwise) any mechanic's,
materialmen's or other lien against the Demised Premises and/or Landlord's
interest therein, which liens may arise out of any payment due for, or purported
to be due for, any labor, services, materials, supplies or equipment alleged to
have been furnished to or for Tenant in, upon or about the Demised Premises, or
lodged for any other reason against the Demised Premises.  Failure to discharge
any such lien within fifteen (15) days from the date that Tenant receives
written notice of such lien from Landlord shall be considered a default
hereunder and Landlord shall have all rights upon default as are specified
herein.  Tenant acknowledges that Tenant is not an agent of the Landlord and
Tenant has no authority to contract for labor, services, materials, supplies or
equipment for Tenant's use in the Demised Premises as agent for Landlord.

          17.10  PREJUDGMENT REMEDY.  THE PARTIES HERETO ACKNOWLEDGE THAT THIS
                 ------------------                                           
IS A "COMMERCIAL TRANSACTION" AS THAT TERM IS DEFINED IN CONN. GEN. STAT.
CHAPTER 903a, ?52-278a(a), AS AMENDED, AND THAT PURSUANT TO CONN. STAT. ?52-278f
TENANT HEREBY EXPRESSLY AND VOLUNTARILY WAIVES ANY AND ALL RIGHTS THAT IT MAY
HAVE UNDER CONN. GEN. STAT. ?52-278a, ET SEQ., OR OTHERWISE FOR NOTICE AND
HEARING WITH RESPECT TO ANY "PREJUDGMENT REMEDY", AS THAT TERM IS THEREIN
DEFINED, AND THE TENANT HEREBY SPECIFICALLY CONSENTS TO THE ISSUANCE OF ANY WRIT
FOR SUCH PREJUDGMENT REMEDY OR REMEDIES ON BEHALF OF SAID LANDLORD OR THE
SUCCESSORS OR ASSIGNS OF SAID LANDLORD, WITH RESPECT TO ANY LAWSUIT OR CAUSE OF
ACTION RELATING TO THIS LEASE AND/OR ANY CLAIMS INCIDENTAL HERETO, WITHOUT SAID
LANDLORD HAVING TO FIRST OBTAIN A COURT ORDER PERMITTING SAME, AS MIGHT
OTHERWISE BE REQUIRED UNDER SAID CHAPTER 903a.

          17.11  Broker.  Tenant represents and warrants to Landlord that it has
                 ------                                                         
not authorized any broker, agent or finder to act on its behalf in respect of
this Lease transaction, nor has it dealt with any broker purporting to be acting
on behalf of the Landlord, except for the broker listed below (if any), and
Tenant hereby agrees to indemnify and hold harmless Landlord from and against
any cost, expense, claims, liability or damage resulting from a breach of the
representation and warranty herein contained.  Landlord represents and warrants
to Tenant that there is no broker which it has authorized to act on its behalf
in respect to this Lease transaction, and Landlord hereby agrees to pay any and
all commissions on this Lease, and any extensions, renewals or enlargements  as
the same may become due to said broker or its successors or assigns, and to
indemnify and hold harmless Tenant from and against any cost, expense, claims,
liability or damage resulting from a breach of the representation and warranty
contained herein.


                                      16

 
          17.12  Captions and Section Numbers.  The captions, section numbers,
                 ----------------------------                                 
and article numbers appearing in this Lease are inserted only as a matter of
convenience and in no way define, limit, construe, or describe the scope or
intent of such sections or articles of this Lease nor in any way affect this
Lease.

          17.13  No Offer.  The delivery of an unexecuted copy of this Lease
                 --------                                                   
shall not be deemed an offer.  No rights are to be conferred upon any party
until this Lease has been executed and delivered to each party.

          17.14  Effective Date.  This Lease shall be effective only when it is
                 --------------                                                
signed by both the Landlord and Tenant.  The Tenant's submission of a signed
lease for review by the Landlord does not give the Tenant any interest, right,
or option in the Demised Premises.

          17.15  Authority to Bind.  Tenant hereby certifies that it is legally
                 -----------------                                             
constituted, in good standing and authorized to do business in Connecticut and
that the person signing below has full authority to bind Tenant to all the
responsibilities and liabilities herein.

          17.16  Financial Condition of Tenant.  It shall be a condition of this
                 -----------------------------                                  
Lease that Tenant shall provide copies of their filed federal tax returns for
the last three years, including all schedules, CPA prepared (review quality)
annual financial statements for said years, and such further information as
Landlord may reasonably request in order to assess the financial strength of
Tenant and their ability to pay all amounts owing hereunder.  Further, each year
during the term of the Lease and any renewal term, as soon as available after
the end of Tenant's fiscal year, Tenant shall supply Landlord with annual
financial statements and if Tenant is in default with most recent tax return
when available.  It shall also be a condition of this Lease that such
statements, and returns if applicable, shall evidence the financial ability of
Tenant to pay all amounts due hereunder.  Landlord will keep all such tax
returns and financial statements strictly confidential.


                                      17

 
          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, and to a duplicate of the same tenor and date this 4/th/ day of May,
1998.

Signed sealed and delivered
in the presence of:

                                                   BARTON KENT, LLC, LANDLORD
Illegible signature
-------------------------------

                                           By /s/  Russell Barton
-------------------------------               ----------------------------------
                                                       Russell Barton
                                                       Its member
                                        
                                                   CYBERIAN OUTPOST, INC.,
                                                   TENANT
Illegible signature                     
-------------------------------         
                                        
                                           By /s/ Darryl Peck
-------------------------------               ----------------------------------
                                                       Darryl Peck
                                                       Its Pres.


STATE OF CONNECTICUT  )
                      ) ss:
COUNTY OF LITCHFIELD  )

          On this 4/th/ the day of  May, 1998, before me, the undersigned
officer, personally appeared, Russell Barton, who acknowledged himself to be the
Member of Barton Kent LLC, a Connecticut Limited Liability Company, and that he
as such member, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the limited liability
company by himself as such member.

          IN WITNESS WHEREOF, I hereunto set my hand.



                                            /s/ Melanie Chernak
                                            ------------------------------------
 
                                            Commissioner of the Superior Court
                                            Notary Public
                                            My commission expires: 6/30/98

 
          STATE OF CONNECTICUT  )
                                ) ss:
          COUNTY OF LITCHFIELD  )

          On this 4/th/ the day of May, 1998, before me, the undersigned
officer, personally appeared, Darryl Peck, who acknowledged himself to be the
president of Cyberian Outpost, Inc., a corporation, and that he as such officer,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by himself as such
officer.

          IN WITNESS WHEREOF, I hereunto set my hand.

                                           /s/ Melanie Chernak
                                           -------------------------------------

                                           Commissioner of the Superior Court
                                           Notary Public
                                           My commission expires: 6/30/98

                                       18

 
                                   Exhibit C

                       LANDLORD'S WORK AT LANDLORD'S COST

a)   Landlord, at Landlord's sole cost and expense, shall construct Building "B"
and related parking and landscaping as BASE BUILDING CONDITIONS, as set forth
below, to be completed on or before September 30, 1998.  Provided that the
portion of Landlord's Work described below as LANDLORD'S CONCURRENT WORK and
TENANT'S CONCURRENT WORK (collectively the "Concurrent Work") shall be performed
by the Landlord / Tenant concurrently with the TENANT'S FIT UP Work (as defined
in Exhibit D) in a timely manner so as not to delay the completion of both the
Landlord's Base Building and the Tenant's Fit Up Work.

b)   "Base Building Conditions" shall include all items necessary to construct
Building "B" - watertight (Tyvek, roof, doors, and windows installed) and ready
for Tenant Fit Up and Concurrent Work - as shown on THE PLANS prepared by Robert
L. Knapp Sheets S-1, A-1 through A-6, last revised 23 April 1998, attached and
made a part of the Agreement, including but not limited to:

     1.   All Site Work shown on S-1:  Parking, asphalt drives, stripping,
     plantings, grass lawn, exterior lighting and switching, fencing, sidewalks,
     storm drainage and all utilities brought underground into Basement of
     Building "B".

     2.   Building envelope including:

          A.   10" thick reinforced concrete foundation walls on 1'-10" x 10".

          B.   2x6 exterior walls using douglas fir studs or spruce @ 16" o/c
               with 2x6 cats at mid span.

          C.   R-19 bate insulation with 3 mil vapor harder.

          D.   Clear vertical grain cedar clapboard siding installed 6" to the
               weather and nailed with stainless steel shingle nails.

          E.   3-0 x 6-0 clad single hung windows equal to Acorn with clear
               insulated Low E glazing wish internal or SDL muntin bars as shown
               on the "Plans".  Windows shall have wood extension jambs,
               (interior casing included in Tenant's Fit Up).

          F.   "Architectural" 30 year fiberglass roofing shingle equal to
               Owens-Corning.

          G.   1/2" OSB sheathing for exterior walls and roof.
           
          H.   3/4" OSB T&G sheathing for all subfloors.
           
          I.   All finished stair enclosures, elevator and ductwork shafts
               (rated) and toilet / hall walls as shown on Plans.

     3.   Building Finishes including:

          A.   All required fire doors, front and other exterior french doors
               (similar to existing Building), Toilet Room and Janitor's Closet
               doors.  All interior doors to be 1-3/4" thick x 6'-8" high oak
               veneer solid core wood equal to Weyerhaeuser in metal jambs bucks
               with passage sets equal to Arrow in chrome finish.

                                       19

 
          B.   Completed Toilet Rooms including ceramic tile floor and 3'-0"
               high wainscoting around full perimeter (tile material as supplied
               by the Tenant), toilet fixtures equal as shown on a quotation
               from Modern Plumbing (attached), toilet accessories including
               large roil paper holders (one per toilet fixture) paper towel
               dispenser (two standard size per Toilet Room), liquid soap
               dispenser (one per lavatory), all required handicapped
               accessories and metal toilet petitions (color as selected by
               Tenant).

          C.   Exterior painting / staining (2 coats - one of which is pre-
               stained) of all mutes (except dad windows).
           
          D.   Installation of Tenant's 18 x 18 stone tile in 1/st/  Floor Lobby
               and Elevator Lobbys (Rooms 101 and 202).  Tile to be laid in a.
               minimum 3/4" thick bed of mortar with galvanized wire mesh nailed
               to floor..
           
          E.   Finish lighting, switching and required receptacles in Toilet
               Rooms, Stair Towers and Mechanical Rooms.
           
          F.   2'x2' concealed spline suspended ceiling and acoustic pads equal
               to Armstrong in all Toilet Rooms and Elevator Lobbies.
           
          G.   .2 'x2' concealed spline suspended ceiling and acoustic pads
               equal to Armstrong in all Toilet Rooms aid Elevator Lobbies.

     4.   Mechanical Equipment including:

          A.   800 amp, 3 phase, 4 wire, 120/208 volt underground service with
               meter, CT cabinet and 800 amp main distribution circuit panel
               including wiring and four (4) 200 amp, single phase, 120/208 volt
               subpanels to individual Tenant wings.  Location of subpanels to
               be determined.  All Mechanical equipment, pumps and motors to be
               wired to the main 800 amp panel as part of dc Landlord's Base
               Building cost.
           
          B.   Complete fire alarm system including detectors, pull stations and
               fan shut down relays and all emergency lighting and exit signage
               as required by the Fire Marshall.  (Except as may be required for
               supplemental detectors / pull stations due to office design).
           
          C.   Hydraulic 3 stop elevator equal to Otis 2500 lb. Capacity in
               standard finishes as selected by the Tenant.
           
          D.   All HVAC equipment and main trunk ducting (rectangular sheet
               metal), fire dampers and controls per contract from AC 2000 dated
               4/15/98, attached.
           
          E.   Water fountains (plumbed) where shown on Plans, equal to code
               requirements.  Janitor's Closet fiberglass sink (plumbed for 3/4"
               hot and cold water) where shown on Plans.
           
          F.   80 gallon Amtrol domestic hot water storage tank connected to
               boiler.  Provide all hot water piping insulated) to all Toilet
               Rooms and Janitor's Closets.
           
          G.   Sunup pump and all ether pumps as may be required.

                                       20

 
          H.   Exhaust venting of all Toilet Rooms.  Fresh air make up louvers
               and dining as required by Code.
           
          I.   Basement ventilation per code requirements.

c)   "Landlord's Concurrent Work" shall include all items provided by the
Landlord, as part of the "Base Building", at Landlord's sole cost, which work
items run concurrently with the Tenant's Fit Up work.  Landlord's Concurrent
Work items shall specifically include:

     1.   1/2" thick gypsum board on all exterior walls, toilet rooms, Elevator
     Lobby, Stairwells and all other exposed wall and ceiling areas as shown on
     the Plans.  Fire code gypsum board shall be provided where required by the
     code.  All gypsum board, except for concealed ceiling areas, shall be taped
     and finished with 3 coats joint compound, lightly sanded and ready fix
     interior painting.

     2.   Insulation of exterior walls.

     3.   Placement and wiring of nine(9) thermostats equal to Honeywell
     programmable heat/cooling.

d)   "Tenant's Concurrent Work" shall include all items provided by the Tenant,
as part of the Tenant's Fit Up Work, at Tenant's sole cost, which work items run
concurrently with the Landlord's Base Building Work.  Tenant's Concurrent Work
items shall specifically include:

     1.   Electrical wiring contained in exterior or core walls as constructed
     by the Landlord.

     2.   Special exhaust or intake louvers, if any, through the exterior
     envelope.

     3.   Partition in Room 101, Lobby, in order to separate the Main Lobby with
     the Elevators.

     4.   Security System.

Any Building Permits required for Tenant's Work. Landlord hereby agrees to sign
all required permits as the Owner of the Building. Tenant hereby agrees to
assume responsibility for compliance with codes of Tenant's Work only.

                                       21

 
                                   Exhibit D

                         TENANT'S WORK AT TENANT'S COST

1.  General Requirements

               (a) Tenant shall provide the construction material, hardware and
equipment and the labor to construct and install the improvements to the Bldg. B
described in the Plans (as that term is hereinafter described). The material,
hardware and equipment as incorporated into the Demised Premises pursuant to the
Plans are herein collectively referred to as the "Tenant's Work". Subject to the
provisions of this Exhibit D, Tenant shall proceed diligently to cause the
Tenant's Work approved by Landlord to be completed in accordance with the terms
and conditions of the Lease and this Exhibit.

               (b) Tenant agrees to cause its interior space planner, (the
"Interior Space Planner"), to deliver to Landlord on or before 45 days from the
date this Lease is executed by both parties, plans for Bldg. B (" Space Plans").
Such Space Plans shall be initialed by both parties and attached to this Lease
and made a part of this Exhibit D of said Lease.

               (c) Plans showing details of space occupancy; (ii) smoke detector
locations; (iii) reflected ceiling plans; (iv) partition and door location
plans; (v) electrical and telephone plans noting any special requirements; (vi)
fire safety systems; (vii) detail plans; and (viii) finish plans and schedules)
and also specifications for the Tenant's Work to be performed at the Demised
Premises which architectural construction drawings and specifications are
acceptable to Tenant and sufficient in all respects for Tenant to cause Tenant's
mechanical/electrical engineer, (the "Engineer") to prepare the
Mechanical/Electrical Drawings (as hereinafter defined). Such architectural
drawings and specifications shall be subject to Landlord's prior written
approval, which approval shall not be unreasonably withheld or delayed, within
ten (10) days of receipt by Landlord of a complete set of such architectural
construction drawings and specifications. If Landlord does not approve the same,
Landlord shall advise Tenant in writing generally of the changes required in
such architectural construction drawings and specifications so that they will
meet with Landlord's approval. Tenant shall cause the Interior Space Planner to
revise such architectural construction drawings and specifications pursuant to
Landlord's comments and to deliver to Landlord, within seven (7) days after
receipt by Tenant of such comments, revised architectural construction drawings
and specifications noting the changes for Landlord's approval. Landlord shall
continue to comment on such architectural construction drawings and
specifications and Tenant shall continue to revise said architectural
construction drawings and specifications within seven (7) days of receipt of
comments from Landlord until such architectural construction drawings and
specifications are approved by Landlord. Such architectural construction
drawings and specifications when approved by Landlord are referred to herein as
the " Architectural Plans" and shall be initialed by both parties and attached
to this Lease and made a part of this Exhibit D of said Lease.

               (d) Tenant agrees to cause the Interior Space Planner and the
Engineer to prepare mechanical and electrical drawings for the Demised Premises
and deliver said drawings to Landlord within ten (10) business days after
Landlord approves the Architectural Plans. Tenant and the Engineer shall
cooperate fully to provide all information necessary for the timely completion
of the mechanical and electrical drawings and approval thereof by Landlord.
Landlord agrees to either approve or disapprove said mechanical and electrical
drawings in writing within seven (7) days of receipt thereof by Landlord. If
Landlord disapproves of said drawings, Landlord agrees to advise Tenant in
writing generally of the required changes. Tenant shall deliver to Landlord
mechanical and electrical drawings revised pursuant to Landlord's comments
within ten (10) business days of receipt of Landlord's comments. This procedure
shall be repeated until Landlord approves the mechanical and electrical drawings
for the Demised Premises. The mechanical and electrical drawings for the
Premises which are approved by Landlord shall be referred to herein as the
"Mechanical/Electrical Drawings".

               (e) Tenant represents to Landlord that Tenant has reviewed its
needs and the above-specified delivery dates with the Interior Space Planner and
that Tenant has assured itself that the Plans can be delivered as herein above
required. Tenant agrees to cooperate with the Interior Space Planner as promptly
as possible and in any event in sufficient time to cause the Plans to be
prepared and timely delivered as herein above required.

               (f) Neither review nor approval by Landlord of any of the Plans
shall constitute a representation or warranty by Landlord that such Plans either
(i) are complete or suitable for their intended purpose or (ii) comply with
applicable laws, ordinances, codes and regulations, it being expressly agreed by
Tenant that Landlord assumes

                                       22

 
no responsibility or liability whatsoever to Tenant or to any other person or
entity for such completeness, suitability or compliance.

               (g) All costs specified in this Exhibit D shall be paid by
Tenant.

               (h) Tenant's obligation to pay Rent on the Rent Commencement Date
under the Lease shall be delayed one day for each day that the completion of the
Tenant's Work is delayed as a result of the fact that Landlord fails to
substantially complete the Landlord's Work (other than the Concurrent Work)
before 90 days from the issuance of the building permits for Landlord's Work,
other than punch list items, or Landlord fails to complete the Concurrent Work
on or before 120 days from the issuance of the building permits for Landlord's
Work, other than punch list items ("Landlord Delays"). Notwithstanding the
foregoing, however, Tenant's obligation to pay Rent under the Lease shall not be
affected or deferred on account of any such delay to the extent the same results
from any of the following events (collectively, "Tenant Delays"):

          (1) The failure of Tenant to furnish any of the Plans in accordance
          with the schedule and meeting the requirements set forth in this
          subsection (1) including, without limitation, the failure of Landlord
          and Tenant to agree upon final versions of the Plans and Drawings
          required under the Lease and this Exhibit D; or

          (2) Changes in the Plans requested by Tenant (notwithstanding
          Landlord's approval of such changes); or

          (3) The performance of any work by Tenant or any person, firm or
          corporation employed by Tenant; or

          (4) Any default or delay by Tenant or its agents hereunder or any
          Default under the Lease.


2. Cost of Tenant's Work.

               (a) Before commencement of any portion of the Tenant's Work,
Tenant agrees to promptly give Landlord a list of the contractor(s),
construction supervisor and subcontractors who will be doing Tenant's Work and
shall update that list with Landlord as contractors, subcontractors and
supervisors change or are added.

               (b) Tenant shall pay a construction coordination and overhead fee
to Landlord in an amount up to $10,000 to cover Landlord's coordination,
architectural review and overhead and related expenses allocable to such work
(the "Coordination Fee"). The Coordination Fee is intended to be all inclusive
and includes: (i) the cost of Landlord's preliminary and ongoing review of the
Space Plans, the Plans and all other construction documents; (ii) coordination
of the Landlord's Work among Landlord and Tenant's contractors, subcontractors,
Interior Space Planner, agents, representatives and agents; (iii) the cost of
temporary electricity, temporary toilets and hot and cold water to the Demised
Premises during the Tenant's Work construction period; (iv) initiation and
monitoring of the punchlist process; (v) cost of normal building security during
Tenant's Work construction and move-in period. Except for Construction Escrow,
Landlord agrees that Tenant shall not be required to pay any sums in addition to
the Coordination Fee for other coordination services by Landlord unless such
services are requested in writing by Tenant. Tenant shall make Coordination Fee
payments as construction progresses within fifteen (15) days of Landlord
providing Tenant with actual invoices for Coordination Fee work.

               (c) The Construction Escrow shall be paid as set forth in the
Lease. Escrow Agent shall only be required to make payments from the
Construction Escrow upon receipt of mechanics' lien waivers as provided herein,
and such other documentation as Landlord and Escrow Agent may reasonably
request. Escrow agent shall have no obligation to make any payment of the
Construction Escrow at any time that Tenant is in Default hereunder. Such
payments shall be made within fifteen (15) days of satisfactory presentation to
Landlord that the Lease condition for payment has been met.

               (d) Before the Rent Commencement Date, Tenant shall provide to
Landlord a preliminary cost estimate of Tenant's Work, followed by a final
accounting within 3 months of Rent Commencement Date.
 
3. Access By Tenant; Work in Harmony.
 
          At its absolute discretion, Landlord shall permit Tenant and Tenant's
agents, representatives, employees, suppliers, contractors, subcontractors,
mechanics and workmen to enter the Demised Premises before the 

                                       23

 
completion of the Landlord's Work. Tenant agrees for itself and its agents,
representatives, employees, suppliers, contractors, subcontractors, workmen,
mechanics, and suppliers, that all such parties shall work in harmony and not
unreasonably interfere with Landlord and Landlord's agents, representatives,
employees, suppliers, contractors, subcontractors, mechanics, and workmen in
doing the Landlord's Work in the Demised Premises. Landlord agrees for itself
and its agents, representatives, workmen, mechanics and suppliers that all such
parties shall work in harmony and not unreasonably interfere with Tenant and
Tenant's agents, representatives, employees, suppliers, contractors,
subcontractors, mechanics, and workmen in doing the Tenant Work.

4. Construction Requirements.
 
          (a) Tenant agrees that the entry into the Demised Premises by Tenant
and its contractors shall be deemed to be under all of the terms, covenants,
conditions and provisions of the Lease except as to the covenant to pay Rent,
and Tenant further agrees that in connection therewith Landlord shall not be
liable in any way for any injury, loss or damage which may occur to any of
Tenant's Work or installations made in the Demised Premises or to property
placed therein before the Rent Commencement Date for Bldg. B. and thereafter,
the same being at Tenant's sole risk. In addition, Tenant shall require all
entities performing work on behalf of Tenant to provide protection for existing
improvements to an extent that is satisfactory to Landlord and shall allow
Landlord access to the Demised Premises, for inspection purposes, at all times
during the period when Tenant is undertaking construction activities therein. If
any entity performing work on behalf of Tenant causes any injury to any person
or any damage to the Demised Premises, (including the Landlord's Work), any
other property of Landlord or any other person, then Tenant agrees to indemnify,
defend and hold Landlord harmless from any loss, damage or injury suffered in
connection with any such damage or injury.  Further, Tenant shall cause such
damage to be repaired at Tenant's expense and if Tenant fails to cause such
damage to be repaired promptly upon Landlord's demand therefor, Landlord may in
addition to any other rights or remedies available to Landlord under this Lease
or at law or equity cause such damage to be repaired, in which event Tenant
shall promptly upon Landlord's demand pay to Landlord the cost of such repairs.

          If any entity or person performing work on behalf of Landlord causes
any injury to any person acting on behalf of Tenant or any damage to the
Tenant's Work or any other property of Tenant, then Landlord agrees to
indemnify, defend and hold Tenant harmless from any loss, damage or injury
suffered by Tenant in connection with any such damage or injury.  Further,
Landlord shall cause such damage to be repaired at Landlord's expense and if
Landlord fails to cause such damage to be repaired promptly upon Tenant's demand
therefor, Tenant may in addition to any other rights or remedies available to
Landlord under this Lease or at law or equity cause such damage to be repaired,
in which event Landlord shall promptly upon Tenant's demand pay to Tenant the
cost of such repairs.
 
          (b) During the performance of Tenant's Work including Tenant's
fixturing, Tenant shall provide trash removal service from a location designated
by Landlord. Tenant shall be responsible for breaking down boxes and placing
trash in containers at such designated location. Tenant shall accumulate its
trash in containers supplied by Tenant and Tenant shall not permit trash to
accumulate within or about the Demised Premises or in the corridors or public
areas adjacent to the Demised Premises. Tenant shall cause each entity employed
by it to perform work on the Demised Premises to abide by the provisions of this
Exhibit as to the storage of trash and shall require each such entity to perform
its work in a way that dust or dirt is contained entirely within the Demised
Premises and not within any other portion of the Building and shall cause
Tenant's contractors to leave the Demised Premises in broom clean condition at
the end of each day. Should Landlord deem it necessary to remove Tenant's trash
because of accumulation, Tenant shall pay to Landlord an additional reasonable
charge for such removal on a time and material basis. The cost to Tenant for
Landlord removing such trash will be based on reasonable and competitive cost
which Tenant could have secured independently had Landlord not provided such
service.
 
          (c) Tenant agrees that all services and work performed on the Demised
Premises by, on behalf of, or for the account of Tenant, including installation
of telephones, carpeting, materials and personal property delivered to the
Demised Premises shall be done in a first-class workmanlike manner using only
good grades of material.

          (d) Tenant and Landlord each agree to protect, indemnify, defend and
hold the other and its agents, partners, contractors, and employees harmless
from and against any and all losses, damages, liabilities, claims, liens, costs
and expenses, including reasonable attorneys' fees, of whatever nature including
those to the person and property of the other, its employees, agents, invitees,
licensees and others arising out of or in connection with the activities of the
other or its contractors in or about the Demised Premises or  Bldg. B, and the
cost of any repairs to the Demised Premises or the Bldg. B necessitated by
activities of the other or its contractors.

                                       24

 
          (e) Tenant shall secure, pay for, and maintain during the continuance
of its work within the Demised Premises, policies of insurance with such
coverages and such amounts as Landlord may reasonably require, which policies
shall be endorsed to include Landlord and its contractor and their respective
employees and agents and Landlord's mortgagees as additional insured parties and
which shall provide thirty (30) days' prior written notice of any alteration or
termination of coverage, in such amounts and insuring such risks as Landlord may
require. Tenant shall not permit Tenant's contractors to commence any work until
all required insurance has been obtained by Tenant and certificates evidencing
such coverage have been delivered to Landlord.

          (f) Tenant's agents, subcontractors and vendors shall be required to
conform with the "Contractor & Vendor Guidelines" to be agreed upon by Landlord
and Tenant.


5. Miscellaneous.

               (a) Except as expressly set forth herein, Landlord has no other
agreement with Tenant and has no other obligation to do any other work or pay
any amounts with respect to the Construction of Bldg. B.  Any other construction
work in Bldg. B which may be permitted by Landlord pursuant to the terms and
conditions of the Lease shall be done at Tenant's sole cost and expense and in
accordance with the terms and conditions of the Lease and Exhibit D.

               (b) Other than Bldg. B, this Exhibit shall not be deemed
applicable to any other additional space added to the Demised Premises at any
time or from time to time.

               (c) The failure by Tenant to pay any monies due Landlord pursuant
to this Exhibit within the time period herein stated shall be deemed a Default
under the terms of the Lease for which Landlord shall be entitled to exercise
all remedies available to Landlord for nonpayment of Rent. All late payments
shall bear interest and shall be subject to a late charge pursuant to the Lease.

               (d) This Exhibit is being executed in conjunction with the Lease
and is subject to each and every term and condition thereof, including, without
limitation, the limitations of Landlord's liability set forth therein.

               (e) Tenant shall be solely responsible to determine at the site
all dimensions of the Demised Premises and the Building which affect any work to
be performed by or for Tenant hereunder. This provision shall not control the
rent calculation.

6.  Tenant's Work.  "Tenant's Work" or "Tenant's Fit Up Work" shall include all
interior work required by the Tenant for Tenant's use which is NOT part of
Landlord's Base Building or Landlord's Concurrent Work as defined by Exhibit C
including the items on attached Schedule D-6.

                                       25

 
                                   EXHIBIT  E

                             RULES AND REGULATIONS

          Tenant agrees as follows:

          1.  All loading and unloading of goods shall be done through the rear
entrance, if any, at such times designated for such purposes by Landlord.

          2.  The delivery or shipping of inventory, merchandise, supplies and
fixtures to and from the Demised Premises shall be subject to such rules and
regulations as in the judgment of Landlord are necessary for the proper
operation of the Demised Premises.

          3.  No aerial or antennae shall be erected without, in each instance,
the written consent of Landlord.  Any of said items so installed without such
written consent shall be subject to removal without notice at any time.

          4.  No loud speakers, televisions, phonographs, radios or other
devices shall be used in a manner so as to be heard outside of the Demised
Premises without prior written consent of Landlord.

          5.  No amusement machine (including, but not limited to arcade games,
video games, jute boxes and pin ball machines) shall be installed without first
obtaining in each instance Landlord's consent in writing.

          6.  Tenant shall cooperate in keeping the Demised Premises and any
adjacent sidewalks and driveways used by the Demised Premises clean and free
from snow, ice, dirt and rubbish and Tenant shall not place or permit any
obstructions in such areas.

          7.  Plumbing facilities located within the Demised Premises shall not
be used for any other purpose than that for which they are constructed, and no
foreign substance of any kind shall be thrown therein, and the expense of any
breakage, stoppage, or damage resulting from a violation of this provision shall
be borne by Tenant, who shall, or whose employees, agents or invitees shall have
caused it.

          8.  Tenant shall use at Tenant's cost a pest extermination contractor
at such intervals as Landlord may reasonably require

          9.  Tenant shall not burn any trash or garbage of any kind in or about
the Demised Premises.

          10.  Tenant shall not place a load on any floor in the Demised
Premises which exceeds the load which it was designed to carry, or which may
result in improper weight distribution on such floors.

          12.  Tenant shall not install, operate, or maintain in the Demised
Premises any electrical equipment which does not bear the Underwriters
Laboratories seal of approval, or which would overload the electrical system or
any part thereof beyond its capacity for proper effective and safe operation as
determined by Landlord.

          13.  To the extent required by Landlord, or any environmental or other
law, rule, regulation, guideline, or order, Tenant shall provide sound barriers
for all mechanical systems serving the Demised Premises.

          14.  Tenant shall not store, display, sell or distribute any dangerous
materials, flammable materials, explosives, or weapons in the Demised Premises,
or conduct any unsafe activities therein.

          15.  Tenant shall not use the parking lot, driveways for the operation
of any business activity.

          16.  Tenant shall not dispose of any oil or other waste products from
trucks or automobiles into the plumbing or sewer or water system serving the
Demised Premises but shall dispose of such products in a manner approved by
Landlord in writing.

          17.  Tenant shall keep floors of the Demised Premises clean and free
from solvents and debris at all times.

                                       26

 
                                   EXHIBIT F

                               Guaranty of Lease


          THIS GUARANTY, made this      day of April, 1998, by Cyberian
Management Solutions, Inc. (hereinafter called "Guarantor"), in favor of Barton
Kent LLC, a  Connecticut Limited Liability Company  (hereinafter called
"Landlord"),

                               W I T N E S E T H:

          WHEREAS, Landlord has entered into a Lease Agreement (the "Lease") of
even date with this Guaranty with Cyberian Outpost, Inc. ("Tenant"), which Lease
demises certain Leased Premises in Kent, Connecticut located in the County of
Litchfield, State of Connecticut ("Demised Premises");

          WHEREAS, Guarantor has a financial interest in Tenant, and Landlord
would not have entered into the Lease in the absence of the execution and
delivery of this Guaranty; and
 
          WHEREAS, Guarantor has examined the Lease and is fully cognizant of
the covenants, conditions, and agreements contained in it, and its obligations
under this Guaranty with respect to the Lease.

          NOW, THEREFORE, in consideration of the premises and the sum of One
and No/100 Dollar ($1.00) paid by Landlord to Guarantor, the receipt of which is
hereby acknowledged, Guarantor agrees as follows:

          1. Guarantor hereby unconditionally Guarantees to Landlord the full
and prompt performance and observance of all covenants, conditions, and
agreements provided in the Lease to be performed and observed by Tenant, its
successors and assigns, including but not by way of limitation, if any, to
fixture and ready the Demised Premises for Tenant's occupancy at the time and in
the manner specified for that performance and observance.

          2. Guarantor agrees that its obligations under this Guaranty shall not
be terminated, reduced, or affected in any way by reason of the assertion by
Landlord against Tenant of any right or remedy for the enforcement of the
obligations of Tenant under the Lease, or by reason of the waiver by Landlord
of, or its failure to enforce, any of the terms, covenants, or conditions of the
Lease, or the granting of any indulgence or extension of time to Tenant; and
Guarantor waives notice of any of the foregoing and of default by Tenant in
payment of rent and any other sum of money required to be paid under the Lease
and breach by Tenant of any covenant, condition, or agreement contained in the
Lease. Guarantor further agrees that its obligations hereunder shall apply with
full force and effect to any amendment, renewal, or extension of the Lease, even
though made without notice thereof to Guarantor. Guarantor hereby consents to
any sublease of the Demised Premises covered by the Lease which may be made or
proposed by Tenant.

          3. Guarantor agrees that its liability under this Guaranty shall be
primary and that with respect to any right of action which shall accrue to
Landlord under the Lease, Landlord may at its option proceed against Guarantor
without having commenced any action or having obtained any judgment against
Tenant. Guarantor waives any and all defenses available to it in connection with
the enforcement of the Guaranty, including, but not limited to, the right to
require pursuit of any remedies against Tenant or any other person or to require
that security held by Landlord be foreclosed or that resort be had to any other
security or to any balance of any account or credit, before pursuit against
Guarantor under this Guaranty.

          5. This Guaranty shall be binding upon Guarantor, its successors and
assigns, and shall inure to the benefit of Landlord, its successors and assigns.

                                       27

 
          IN WITNESS WHEREOF, the undersigned Guarantor, Darryl Peck, has caused
this Guaranty to be executed in its name and on its behalf by its duly
authorized officer, and its seal to be affixed to this Guaranty and attested on
the day and year first set forth above.

In witness hereof:
                                       CYBERIAN MANAGEMENT SOLUTIONS, INC.


                                              /s/ Darryl Peck
                                              ----------------------------
                                              By: Darryl Peck
                                              Its: President


STATE OF CONNECTICUT  )
                      ) ss:
COUNTY OF LITCHFIELD  )

          On this 4/th/ the day of May, 1998, before me, the undersigned
officer, personally appeared, Darryl Peck, who acknowledged himself to be the
president of Cyberian Management Solutions, Inc., a corporation, and that he as
such officer, being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as such officer.

          IN WITNESS WHEREOF, I hereunto set my hand.



                              /s/ Melanie Chernak
                             --------------------
                             Commissioner of the Superior Court
                             Notary Public
                             My commission expires:

                                       28

 
                                   EXHIBIT G
                CONDITIONS OF ACCEPTANCE OF CONSTRUCTION ESCROW

          In consideration of the acceptance of $100,000 Construction Escrow by
Secor, Cassidy & McPartland, P.C. of Waterbury, Connecticut as Escrow Agent
("Escrow Agent"), all of the undersigned parties agree that the Construction
Escrow is held under the terms of the Lease and is subject to the following
conditions:

          1.  Escrow Agent shall be liable only for funds and instruments
actually deposited with it and received by it for the Construction Escrow.
Escrow Agent shall have a lien on all funds and instruments deposited with it to
secure payment of fees and costs incurred arising out of any dispute regarding
the escrow transaction.

          2.  Escrow Agent may deposit any funds received by it under the terms
of the escrow instructions in Escrow Agent's escrow account in any financial
institution selected by Escrow Agent.  Escrow Agent will forward all interest
derived from such investments to Tenant.  Escrow Agent shall not be liable for
the payment of any funds in the event of the insolvency or suspension of
payments by any depository selected by it.  All disbursements shall be made by
the issuance of checks on Escrow Agent's escrow account.

          3.  If a dispute arises between Landlord and Tenant as to the release
of any funds from escrow and Escrow Agent receives written notice of same,
Escrow Agent may refuse to disburse funds or deliver any instruments unless
Escrow Agent receives a written agreement, signed by all parties, authorizing
such disbursement or delivery, or unless such disbursement or delivery is
ordered by a court.

          4.  All parties to the transaction jointly and severally promise to
save Escrow Agent harmless from all damages or losses resulting from the
termination of escrow and agree to indemnify Escrow Agent from any and all
amounts Escrow Agent may be required to pay on account of such termination,
including, but not limited to costs, expenses and reasonable attorneys' fees.

          5.  Escrow Agent assumes no responsibility for, and shall not be
liable for any loss or damage resulting from, the following:

               a.  The identify of parties or the sufficiency of any agency.
 
               b.  The validity, collectibility, genuineness of signature and
                   negotiability of any check or negotiable instrument deposited
                   in Construction Escrow;

               c.  Delay of escrow payment due to fires, forces of nature,
                   governmental acts, strikes, or any other cause beyond Escrow
                   Agent's control;

                                       29

 
               d.  Any good faith act or forbearance by Escrow Agent;

          6.  The parties understand that this document represents a binding and
enforceable agreement, and they have carefully read and examined it before
signing.

          7.  Upon completion of each condition precedent to partial releases of
the Construction Escrow as set forth in the Lease, funds will be release as
required under Construction Escrow provisions of Lease;

          8.  If Escrow Agent releases said monies under the terms of said
Lease, this escrow agreement shall terminate and Escrow Agent shall have no
further liability hereunder;

          9.  As consideration for Escrow Agent agreeing to act in such
capacity, the parties hereby agree that Escrow Agent shall not be liable for any
of its acts or omissions done in good faith, nor shall Escrow Agent be liable
for any claims, demands, costs, or damages made or suffered by any party hereto,
excepting such as may arise through or be caused by the Escrow Agent's willful
or gross negligence; further, any party hereto bringing an action to which
Escrow Agent is joined shall reimburse Escrow Agent for any expense, including
attorneys' fees, incurred by Escrow Agent as a result of this agreement.

          10.  This escrow agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and assigns.

          11.  All amendments to this escrow agreement shall be made in writing
and signed by all parties hereto or their duly authorized representatives and
shall be effective upon written acceptance by the Escrow Agent.

          12.  The parties agree that notwithstanding this escrow agreement,
Escrow Agent may continue to represent Landlord with respect to the Lease
transaction other matters. thereto.

          13.  Escrow Agent may at any time relieve himself of further
responsibility for the Construction Escrow by paying such funds as may be held
thereunder into any Connecticut Court that would have jurisdiction over a
dispute between the parties arising out of said escrow, upon contemporaneous
notice to both parties.  Providing, Escrow Agent shall not be required to take
such action and such action shall be at Escrow Agent's sole discretion.

BARTON KENT, LLC, LANDLORD             CYBERIAN OUTPOST, INC.

 /s/ Russell Barton
----------------------------------
Russell Barton, its member

 /s/ Dale Barton                       By  /s/ Darryl Peck
 ---------------------------------       --------------------------------------
Dale Barton, its member                Its Duly Authorized

                                       30