STANDARD FORM OF OFFICE LEASE

                The Real Estate Board of New York, Inc.



     AGREEMENT OF LEASE, made as of this 14 day of April, 2000, between ROYAL

REALTY CORP., a New York corporation, having its principal offices at 115

Avenue of the Americas, New York, New York 10036, AS AGENT, party of the

first part, hereinafter referred to as "Owner" or "Landlord", and FALCON

ENTERTAINMENT CORP., a Delaware corporation having an address at 71 Great

Pasture Road, Redding, Connecticut 06896, party of the second  part,

hereinafter referred to as "Tenant".



     WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from

Owner the premises (hereinafter hereby called "premises", "demised premises"

or "Premises") consisting of Room 1200-20, substantially shown as hatched on

the floor plan annexed hereto as Exhibit A and made a part hereof, in the

building known as 675 Third Avenue, New York, New York (hereinafter called

"building" or "Building"), in the Borough of Manhattan, City of New York, for

the term (hereinafter called "term" or "Term"), and at an annual rental rate

(hereinafter called "Rent" or "Fixed Rent"), as set forth in Article 37

hereof, together with all other sums of money as shall become due and payable

by Tenant under this Lease (hereinafter called "additional rent" or

"Additional Rent"), which Tenant agrees to pay in lawful money of the United

States by check drawn on a bank or trust company which is a member of the New

York Clearing House Association, in equal monthly installments in advance on

the first day of each month during said term, at the office of Owner or such

other place as Owner may designate, without any set off or deduction

whatsoever, except that Tenant shall pay the first monthly installment(s) on

the execution hereof (unless this lease be a renewal).



     In the event that, at the commencement of the term of this lease, or

thereafter, Tenant shall be in default in the payment of rent to Owner

pursuant to the terms of another lease with Owner or with Owner's predecessor

in interest, Owner may at Owner's option and without notice to Tenant add the

amount of such arrearages to any monthly installment of rent payable

hereunder and the same shall be payable to Owner as additional rent.



     The parties hereto, for themselves, their heirs, distributees,

executors, administrators, legal representatives, successors and assigns,

hereby covenant as follows:



Rent:       1.  Tenant shall pay the rent as above and as hereinafter provided.



Occupancy:  2.  Tenant shall use and occupy the demised premises for executive

and general offices and for no other purpose.



Tenant Alterations:  3. Except as modified by Article 55 hereof, Tenant shall

make no changes in or to the demised premises of any nature without Owner's

prior written consent. Subject to the prior written consent of Owner, and to

the provisions of this article. Tenant, at Tenant's expense, may make

alterations, installations, additions or improvements which are

non-structural and which do not affect utility services or plumbing and

electrical lines, in or to the interior of the demised premises by using

contractors or mechanics first approved in each instance by Owner. Tenant

shall, before making any alterations, additions, installations or

improvements, at its expense, obtain all permits, approvals and certificates

required by any governmental or quasi-governmental bodies and (upon

completion) certificates of final approval thereof and shall deliver promptly

duplicates of all such permits, approvals and certificates to Owner and

Tenant agrees to carry and will cause Tenant's contractors and

sub-contractors to carry such workman's compensation, general liability,

personal and property damage insurance as Owner may require subject to the

terms hereof. If any mechanic's lien is filed against the demised premises,

or the building of which the same forms a part, for work claimed to have been

done for, or materials furnished to, Tenant, whether or not done pursuant to

this article, the same shall be discharged by Tenant within thirty days

thereafter, at Tenant's expense, by payment or filing the bond required by

law. All fixtures and all paneling, partitions, railings and like

installations, installed in the premises at any time, either by Tenant or by

Owner on Tenant's behalf, shall, upon installation become the property of

Owner and shall remain upon and be surrendered with the

demised premises unless Owner, by notice to Tenant no later than twenty days

prior to the date fixed as the termination of this lease, elects to relinquish

Owner's right thereto and to have them removed by Tenant, in which event the

same shall be removed from the premises by Tenant prior to the expiration of

the lease, at Tenant's expense. Notwithstanding the foregoing, provided

Tenant is not in default on the Expiration Date, Tenant shall not be obligated

to remove or restore any alterations which are not of a specialized nature

and which are customarily usable by office tenants. Nothing in this Article

shall be construed to give Owner title to or to prevent Tenant's removal of

trade fixtures, moveable office furniture and equipment, but upon removal of

any such from the premises or upon removal of other installations as may be

required by Owner, Tenant shall immediately and at its expense, repair and

restore the premises to the condition existing prior to installation and

repair any damage to the demised premises or the building due to such

removal. All property permitted or required to be removed, by Tenant at the

end of the term remaining in the premises after Tenant's removal shall be

deemed abandoned and may, at the election of Owner, either be retained at

Owner's property or may be removed from the premises by Owner, at Tenant's

expense.



Maintenance and Repairs:    4. Tenant shall, throughout the term of this

lease, take good care of the demised premises and the fixtures and

appurtenances therein. Tenant shall be responsible for all damage or injury

to the demised premises or any other part of the building and the systems and

equipment thereof, whether requiring structural or nonstructural repairs

caused by or resulting from carelessness, omission, neglect or improper

conduct of Tenant, Tenant's subtenants, agents, employees, invitees or

licensees, or which arise out of any work, labor, service or equipment done

for or supplied to Tenant or any subtenant or arising out of the

installation, use or operation of the property or equipment of Tenant or any

subtenant. Tenant shall also repair all damage to the building and the

demised premises caused by the moving of Tenant's fixtures, furniture and

equipment. Tenant shall promptly make, at Tenant's expense, all repairs in

and to the demised premises for which Tenant is responsible, using only the

contractor for the trade or trades in question, selected from a list of at

least two contractors per trade submitted by Owner. Any other repairs in or

to the building or the facilities and systems thereof for which Tenant is

responsible shall be performed by Owner at the Tenant's expense. Owner shall

maintain in good working order and repair the exterior and the structural

portions of the building, including the structural portions of its demised

premises, and the public portions of the building interior and the building

plumbing, electrical, heating, air conditioning and ventilating systems (to

the extent such systems presently exist) serving the demised premises. Tenant

agrees to give prompt notice of any defective condition in the premises for

which Owner may be responsible hereunder. There shall be no allowance to

Tenant for diminution of rental value and no liability on the part of Owner

by reason of inconvenience, annoyance or injury to business arising from

Owner or others making repairs, alterations, additions or improvements in or

to any portion of the building or the demised premises or in and to the

fixtures, appurtenances or equipment thereof. Owner will use commercially

reasonable efforts to perform all repairs, alterations, additions and

improvements diligently in a manner to minimize any disruption to Tenant's

use of the demised premises. Owner will not, in any case, be obligated to

employ overtime labor. It is specifically agreed that Tenant shall not be

entitled to any setoff or reduction of rent by reason of any failure of Owner

to comply with the covenants of this or any other article of this Lease.

Tenant agrees that Tenant's sole remedy at law in such instance will be by

way of an action for damages for breach of contract. The provisions of this

Article 4 shall not apply in the case of fire or other casualty which are

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