MODIFICATION AND RESTATEMENT OF LEASE


      THIS AGREEMENT made as of this 1 day of February 1999, 1999, by and
between VINCENZO VERNA TRUSTEE d/b/a HARVEST ASSOCIATES with a mailing address
at P.O. Box 176, Wallingford, Connecticut, hereinafter called "Landlord", and CD
UNIVERSE, INC., of 101 North Plains Industrial Road, Building 5 Harvest Park,
Wallingford, Connecticut, hereinafter called "Tenant".

                             W I T N E S S E T H :

      WHEREAS, Landlord and Tenant had entered into a Lease for the use or
occupancy of premises containing 12,500 sq feet in Building Five Harvest Park,
101 North Plains Industrial Road, Wallingford, Connecticut; and

      WHEREAS, Tenant is desirous of occupying additional space in said Building
5 (for a total of 19,500 sq. ft.);

      WHEREAS, Landlord is desirous of leasing said additional space in said
Building 5 provided Landlord is compensated for the cost of fitting up said
space; and

      WHEREAS, the parties are desirous of amending and reforming the
aforementioned lease between Landlord and Tenant to reflect the additional space
and how the cost of fitting up shall be paid.

      NOW THEREFORE, in consideration of One ($1.00) Dollar and other valuable
consideration, and the mutual benefits to the parties hereto, the undersigned
hereby covenant and agree as follows:

                                   ARTICLE I

                                    Premises

      1.1 Landlord, in consideration of the rents, covenants and agreements
hereinafter reserved and contained on the part of the Tenant to be paid and
performed, hereby demises and lets to the Tenant those certain premises more
particularly described as 19,500 square feet in Building Five of HARVEST PARK
located at 101 North Plains Industrial Road, Wallingford, hereinafter referred
to as "premises" or "demised premises".

      1.2 Tenant shall have parking privileges for its employees, associates and
customers in common with other tenants.

                                   ARTICLE II

                                      Term

      Section 2.1 The commencement date of this lease shall be February 1, 1999.

      The term of this lease shall be for a term of three (3) years and one (1)
month commencing on February 1, 1999 and terminating on March 1, 2002.

      Section 2.2 Tenant shall have an option to extend the term of this lease
for two extension periods ("Extension Period") commencing upon the day after the
expiration date of the original term. The first extension period shall be for
two (2) years and the second extension period shall be for three (3) lease
years. Tenant shall be deemed to have exercised its option to extend the period
of this Lease unless Tenant gives notice of its intent not to extend the lease
to the Landlord. Said notice must be given on or before the date which is six
(6) months prior to the
<PAGE>

commencement of the extension period.

      Such extension period shall be upon the same terms and conditions as are
in effect hereunder immediately preceding the commencement of such extension
period except for rental payments as otherwise provided in this lease.

                                  ARTICLE III

                         Base Rent and Additional Rent

      Section 3.1 Tenant agrees to pay to Landlord, at such place or places as
Landlord may, by notice to Tenant from time to time direct, rent at the
following rates and times:

      A. The base rent for the first three years and one and one-half months of
the demised term shall be $6.00 per square foot per annum or $117,000 per year
or $9,750 per month;

      In addition to the foregoing, Tenant agrees to pay $40,000.00 towards the
cost of fitting up the additional space. Landlord shall bill Tenant for said
fitup expenses in 2 phases. Phase One shall be in the amount of $20,000 and
shall be due and payable on February 1, 1999. Phase Two shall be in the amount
of $20,000 and shall be due and payable on February 15, 1999. All bills shall be
paid no later than ten (10) days after billing date.

      In the event that Tenant does not exercise its right to extend this lease
for the first Option Period, Tenant agrees to pay the Landlord an additional
$20,000.00 by December 31, 2001.

      B. First Option Period - Rent shall be $6.00 per square foot or $117,000
per year or $9,750 per month;

      C. Second Option Period - Rent shall be negotiated by the parties at the
time Tenant exercises its right to renew this lease.

      Section 3.2 The said rent is to be payable in advance on the first day of
each calendar month. If rent is not received by the tenth (10th) day of the
calendar month, a monthly charge of one and one half (1.5%) percent of the
monthly payment will be assessed commencing with the first day of the calendar
month.

      Section 3.3 Tenant shall pay to the Landlord a security deposit in the
amount of NO ($0.00) DOLLARS.

                                   ARTICLE IV

                            Repairs and Alterations

      Section 4.1 Landlord shall maintain and make all necessary repairs and
replacements to the foundation, floor, exterior walls, marquees, structural
columns and structural beams, roof, driveways and parking areas of the building
and the premises. Landlord shall maintain all landscaping. Tenant shall make all
necessary repairs to the heating, air conditioning, electrical, plumbing and
drainage systems (collectively "Systems"). Landlord shall pay for the
replacement in whole or in part of any of the systems necessitated by normal
wear and tear except that if any repair or replacement is the result of the
Tenant's negligence, misuse or conditions caused by any manufacturing process or
related activity performed by Tenant, same shall be paid for by the Tenant.

      Section 4.2 Tenant may make any interior, nonstructural installations,
alterations, additions, or improvements to or within the demised premises. No
changes or alterations may be made without the consent of the Landlord, which
consent not to be unreasonably withheld. Said Tenant improvements shall be made
in a first class manner. All such Tenant improvements made to or within the
demised premises (except, movable trade fixtures and all equipment of any kind
and nature used in tenant's operations, installed in the premises prior to or
during the term of this lease
<PAGE>

at the cost of Tenant or any other person claiming under Tenant), upon
expiration or other termination of the term of this lease shall be surrendered
with the premises as a part thereof without disturbance, molestation or injury.
Said movable trade fixtures shall not be deemed part of the premises and may be
removed by Tenant at any time or times during the term of this lease, provided
that upon any such removal, Tenant shall restore the premises to their condition
prior to such installation.

      Section 4.3 Tenant will procure all necessary permits before making any
repairs, removals or Tenant improvements. Landlord will cooperate with Tenant in
obtaining such permits. All repairs, removals and Tenant improvements done by
Tenant or anyone claiming under Tenant, shall be done in good and workmanlike
manner and shall be done in conformity with all laws, ordinances and regulations
of all public authorities and all insurance inspection or rating bureaus having
jurisdiction; and the structure of the premises will not be endangered or
impaired and Tenant will repair any and all damage caused by or resulting from
any such repairs, removals or Tenant improvements, including, but without
limitation, the filling of holes. Tenant agrees to pay, promptly when due, all
charges for labor and materials in connection with any work done by Tenant upon
the premises so that the premises shall at all times be free of liens. Tenant
agrees to save Landlord harmless from and indemnify Landlord against any and all
claims for injury, loss or damage to persons or property caused by or resulting
from the doing of any such work, and Tenant shall carry all necessary builder's
risk, liability and worker's compensation insurance required to be carried
during the course of any construction hereunder.

      Section 4.4 No sign shall be placed on the exterior of the demised
premises without the express consent of the Landlord, and further, such sign
shall conform to all applicable rules and regulations issued by the Town of
Wallingford. It is agreed by the parties that an exterior sign on all of the
premises owned by the Landlord shall be substantially similar in shape, size,
color and content.

                                   ARTICLE V

                               Tenant's Covenants

      Tenant covenants and agrees as follows:

      Section 5.1 To pay when due the said base rent, additional rent, and any
and all other charges required to be paid by Tenant hereunder at the times and
in the manner provided in this lease.

      Section 5.2 To use the premises for office space.

      No business activity shall be conducted outside of the building.

      Section 5.3 To procure any licenses and permits required for any use made
of the premises by Tenant; and upon the expiration or termination of this lease,
to remove its good and effects and those of all persons claiming under it and to
yield up peaceably to Landlord the premises in good order, repair, and condition
in all respects, damage by fire, taking, casualty, structural and other defects
required to be repaired by Landlord and reasonable wear and tear excepted.

      Section 5.4 The Tenant shall promptly comply with all laws, ordinance, and
lawful orders and regulations affecting the premises (other than condemnation)
and the cleanliness, safety, occupation, and use of the same, and shall also
promptly comply with and execute all rules, orders and regulations of the Board
of Fire Underwriters, Rating Bureaus, and Fire Insurance Companies,
organizations and associations for the prevention of fires, at the Tenant's own
cost and expense. Landlord warrants that the premises shall conform to all the
foregoing laws, ordinances, orders and
<PAGE>

regulations upon the delivery of possession. The Tenant shall not permit or
commit any waste.

      Section 5.5 That it will not use, or permit to be used, the premises for
any illegal or unlawful purpose.

      Section 5.6 To pay for the cost of all heat, water and electricity,
utilities, materials and services which may be furnished to it or used by it in
or about the premises.

      Section 5.7 To maintain, repair, replace and generally keep in first class
working order and condition all of the nonstructural components of the premises,
except those items which are the responsibility of the Landlord at its own cost
and expense.

      Section 5.8 The Tenant agrees not to use the exterior of the premises for
storage of materials, unless authorized by Landlord in a designated area.

      Section 5.9 Tenant shall not accumulate or store any materials deemed
hazardous, injurious or a pollutant by the Department of Environmental
Protection. All said hazardous waste shall be disposed of in such a manner that
it conforms with federal and state law. Tenant agrees to hold Landlord harmless
for any claim arising from a violation of this Section or a violation of any
applicable federal, state or local regulation related to hazardous materials.

                                   ARTICLE VI

                              Landlord's Covenants

      Section 6.1 Landlord covenants and agrees as follows: That Tenant, upon
payment of the rent above reserved, and upon the due performance of the
covenants and agreements herein contained, shall and may at all times peaceably
and quietly have, hold and enjoy the premises for the term of this lease without
any manner of hindrance or molestation from Landlord or anyone claiming under
Landlord.

      Section 6.2 To perform all obligations of Landlord in regard to all
construction, maintenance and repair of the premises at the time and in the
manner provided in this lease; and to perform all other obligations required to
be performed by Landlord as elsewhere provided in this lease, provided however,
the named Landlord shall be responsible as above set forth only for the period
of time it owned the premises, provided that any successor Landlord specifically
assumes all obligations of the Landlord hereunder.

                                  ARTICLE VII

                         Indemnity and Public Liability

      The Tenant from and after the commencement date will hold the Landlord
harmless against any and all claims, suits, damages or causes of action for
damages and against any orders of decrees or judgments which will be entered
herein, brought from damages or alleged damages resulting from any injury to
persons and/or property or loss of life sustained in and about the premises
resulting from the Tenant's negligence or that of its agents, servants and
business invitees; and the Tenant shall, during the term hereof, maintain
general liability policies insuring the Tenant, and shall present to the
Landlord, prior to taking occupancy, a liability policy on the premises, naming
the landlord as an additional assured. Such policies shall be issued by
insurance companies authorized and licensed to issue such policies in the State
of Connecticut and shall provide for notice to Landlord prior to cancellation.
Such liability policy or policies shall initially afford protection to limits of
not less than $1,000,000.00 in respect to bodily injury and to the limit of
$500,000.00 property damage, which limits shall be reviewed from time to time,
but not more than annually, and adjusted to the
<PAGE>

standard amounts normally carried by similar operations. Upon failure, at any
time, on the part of the Tenant to pay the premiums for the insurance required
herein, the Landlord shall be at liberty, from time to time, as often as such
failure shall occur, to pay the premiums therefore, and any and all sums so paid
shall be and become and are hereby declared to be rent under this lease due and
payable on the next rent day.

      Tenant agrees that it will, at its own cost and expense, keep its own
fixtures, merchandise and equipment adequately insured during the term hereof
against loss or damage.

                                  ARTICLE VIII

                     Eminent Domain, Fire or Other Casualty

      Section 8.1 In the event that the whole of the premises shall be taken
under the power of eminent domain then this lease will terminate.

      Section 8.2 In the event that the premises or any substantial part thereof
shall be destroyed or damaged by fire or unavoidable casualty so as to render
the premises wholly untenable or unfit for occupancy, or should the demised
premises be so badly injured that same cannot be repaired within ninety days
from the happening of such injury, then in such case, the term created shall, at
the option of the Landlord, cease and become null and void from the date of said
damage or destruction, and the Tenant shall immediately surrender said premises
and all of the Tenant's interest therein to the Landlord, and shall pay rent
only to the time of surrender, in which event the Landlord may re-enter and
re-possess the premises thus discharged from this lease and remove all parties
therefrom. Should the demised premises by rendered untenable and unfit for
occupancy, but yet repairable within ninety days from the happening of said
injury, the Landlord may enter and repair the same with reasonable speed, and
the rent shall not accrue after said injury or while repairs are being made, but
shall recommence immediately after said repairs shall be completed. But if the
premises shall be so slightly injured as not to be rendered untenable and unfit
for occupancy, then the Landlord agrees to repair same with reasonable
promptness and in that case the rent accrued and accruing shall not cease. The
Tenant shall immediately notify Landlord in case of fire or other damage to the
premises.

                                   ARTICLE IX

                                   Assignment

      The Tenant may transfer, sell, assign, sublet or otherwise convey its
interest in the premises with the written consent of Landlord, which consent
will not be unreasonably withheld, provided nothing herein shall operate to
relieve Tenant from any liability hereunder in the event of said transfer, sale,
assignment or subletting.

                                   ARTICLE X

                            End of Term/Holding Over

      Section 10.1 At the expiration of this lease, the Tenant shall surrender
the premises in good order, repair and condition in all respects, reasonable
wear and tear, damage by fire, taking, casualty, structural and other defects
required to be repaired by Landlord excepted, and shall deliver all keys to
Landlord. Before surrendering said premises, Tenant shall remove all its
personal property including all trade fixtures and equipment, and shall repair
any damage caused thereby. Tenant's obligations to perform this provision shall
survive the end of this lease. If Tenant fails to remove its property upon the
expiration of this lease, the
<PAGE>

said property shall be deemed abandoned and shall become the property of the
Landlord. Landlord may at said time remove said abandoned property and charge
Tenant for said removal.

      Section 10.2 Any holding over after the expiration of the term of this
lease shall be construed to be a tenancy at will and shall otherwise be on the
terms herein specified.

                                   ARTICLE XI

                                    Default

      Section 11.1 A. If Tenant shall default in the payment of rent herein or
any item of rent herein mentioned or any part thereof, and such default shall
continue for more than ten (10) days after the day that such payment is past
due; or

      B. If Tenant shall default in the observance of any of the other terms,
covenants and conditions of this lease and such default shall continue for more
than thirty (30) days after notice given to Tenant by Landlord specifying such
default; provided, however, that the Landlord shall waive such thirty day
requirement so long as the Tenant is making a diligent effort to remedy same and
such default is not of the kind or nature which can be reasonably remedied in
such thirty (30) days period; or

      C. If Tenant shall make any assignment for the benefit of creditors or
file a voluntary petition in bankruptcy or be by any court adjudicated a
bankrupt or take the benefit of any insolvency act or be dissolved pursuant
thereof, voluntarily or involuntarily, or if a receiver or trustee of Tenant
and/or its property shall be appointed in any proceedings other than bankruptcy
proceedings and such appointment, petition for an arrangement or reorganization,
if made in proceedings instituted by Tenant shall not be vacated within thirty
(30) days after it has been made, or if made in proceedings instituted by Tenant
shall not be vacated within one hundred twenty (120) days after it has been made
(provided further that during said respective period of thirty and one hundred
twenty days, all the covenants of this lease to be performed by Tenant,
including payment of rent, shall continue to be performed): then, upon the
happening of any one or more of the defaults or events above mentioned in this
Section 11.1 the Landlord may, at its option, on ten (10) days notice in
writing, terminate this lease, and this lease and the term hereof shall
automatically cease and determine at the expiration of said ten day period, and
it shall be lawful for the Landlord at his option to enter the premises or any
part thereof, and to have, hold and repossess said premises and to remove all
persons therefrom by summary proceedings or by other action or proceedings, or
by force or otherwise, any notice required by the laws of the State of
Connecticut being hereby waived.

      D. The failure of Tenant to observe any term, covenant, or condition of
the lease other than the payment of rent shall not be deemed a default within
the meaning of this Section 11.1 so long as Tenant, after receiving any notice
as specified herein, proceeds to cure the default as soon as reasonably possible
and continues to take all steps necessary to complete the curing of such default
within a period of time which, under all prevailing circumstances, shall be
reasonable.

            Section 12.1 In the event any action is brought under the provisions
of this Article, the Landlord shall be entitled to reasonable attorneys' fees
and costs provided he shall prevail.

                                  ARTICLE XII

                            Miscellaneous Provisions

      Section 11.2 Tenant agrees at the request of Landlord to
<PAGE>

subordinate this lease to any mortgage placed upon the premises by Landlord,
provided that the mortgagee thereof will agree to recognize all the rights of
the Tenant under this lease in the event of acquisition of title by such
mortgagee through foreclosure proceedings or otherwise, specifically including
the right of Tenant to purchase the premises in accordance with the terms
hereof, and Tenant will agree to recognize the holder of such mortgage as
Landlord in such event, which agreement shall be expressly binding upon the
successors and assigns of Tenant and of the mortgagee and upon anyone purchasing
said premises at any foreclosure sale. Tenant and Landlord agree to execute and
deliver appropriate instruments necessary to effect the provision of this
Section.

      Section 12.2 Failure of either party to complain of any act or omission on
the part of the other party, no matter how long the same may continue, shall not
be deemed to be a waiver by said party of any of its rights hereunder. No waiver
by either party at any time, expressed or implied, of any breach or any
provision of this lease shall be deemed a waiver of a breach of any other
provisions of this lease or a consent to any subsequent breach of the same or
any other provision. If any action by either party shall require the consent or
approval of such action, such consent or approval on any one occasion shall not
be deemed a consent to or 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. Any and all rights and remedies which either party 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 said party 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.

      Section 12.3 All notices required to be sent to the Landlord shall be
mailed at its address noted above, or hand delivered, or to such other addresses
or entity as Landlord shall notify Tenant. All notice required to be sent to the
Tenant shall be mailed at its address noted above, or to such other address or
entity as Tenant shall notify Landlord.

      Section 12.4 If any term or provision of this lease or application hereof
to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such term or
provision to the persons or circumstances other than those as to which it is
held invalid, or unenforceable, shall not be affected thereby, and each term and
provision of this lease shall be valid and be enforced to the fullest extent
permitted by law.

      Section l2.5 The captions in this lease are for convenience only and are
not a part of this lease and do not in any way limit or amplify the terms and
provisions of this lease.

      Section 12.6 Notwithstanding any of the terms and provisions herein
contained to the contrary, Landlord and Tenant shall each have the duty and
obligation to mitigate, in every reasonable manner, any and all damages that may
or shall be caused or suffered by virtue of defaults under or violation of any
of the terms and provisions of this lease agreement committed by the other.

      Section 12.7 All the covenants, agreements, terms, conditions, provisions
and undertakings in this lease contained, shall extend to and be binding upon
the heirs, executors, administrators, successors and assigns of the parties
hereto.

      Section 12.8 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 and effect. This
lease shall not be modified in any way except by a writing executed by both
parties.
<PAGE>

      Section 12.9 This lease shall be governed exclusively by the provisions
hereof and by the laws of the State of Connecticut, as the same may, from time
to time, exist.

      IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.

Signed, Sealed and Delivered
in the presence of:

                                        /s/ Vincenzo Verna
------------------------------          -----------------------------
                                        VINCENZO VERNA, TRUSTEE
                                        d/b/a HARVEST ASSOCIATES

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                                        CD UNIVERSE, INC.

                                        BY: /s/ [ILLEGIBLE]
------------------------------          -----------------------------

                                        Its President duly authorized

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Source: OneCLE Business Contracts.