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                           FIRST AMENDMENT OF LEASE

     THIS FIRST AMENDMENT OF LEASE (the "First Amendment") made as of
the day      of December, 1997, by and between VITAMIN REALTY ASSOCIATES,
L.L.C., with offices and a principal place of business at 225 Long
Avenue, Hillside, New Jersey 07205 (the "Lessor") and ALL COMMUNICATIONS
CORPORATION, with offices and a principal place of business at 225 Long
Avenue, Hillside, New Jersey 07205 (the "Lessee").

W I T N E S S E T H

     WHEREAS, Lessor and Lessee entered into that certain Lease dated
March 20, 1997 (the "Lease") pursuant to which Lessor leased to Lessee
certain premises consisting of 1,560 rentable square feet of warehouse
space on the first floor and approximate 7,180 floor rentable square
feet of office space on the second floor (collectively, the "Demised Premises")
in the building having an address at 225 Long Avenue, Hillside, New
Jersey (the "Building");

     WHEREAS, Lessee desires to lease an additional 5,840 rentable
square feet of warehouse space in the Building; and

     WHEREAS, Lessor and Lessee desire to amend the Lease in the manner
and to the extent hereinafter set forth; and

     WHEREAS, capitalized terms used herein but not otherwise defined
herein shall have the meaning given to them in the Lease.

     NOWTHEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree that, effective as of December 1, 1997 (the "Inclusion
Date"), the Lease is hereby amended as follows:

     1. The Preliminary Statement of the Lease is hereby amended by
increasing the rentable square feet of the warehouse space in the
Demised Premises from 1,560 to 7,400, representing the addition of five
thousand eight hundred and forty (5,840) square feet.

     2. Article 1.1(x) of the Lease is hereby amended by changing
Lessee's Proportionate Share from 6% to 10%.

     3. The first page of Schedule A of the Lease showing the first
floor of the Building is hereby deleted and the attached Exhibit A is
hereby substituted therefor.

     4. Schedule B of the Lease is hereby amended by deleting the second
sentence thereof and substituting the following therefor:

     "From the Commencement Date to the day immediately preceding the
     Inclusion Date the Basic Rent for the Term shall be $62,680.00 per
     annum, payable in equal monthly installments of $5,306.63. From the

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     Inclusion Date to the last day of the Term, the Basic Rent for the
     Term shall be $87,040.00 per annum, payable in equal monthly
     installments of $7,253.33."

     5. As hereby modified and amended, the Lease shall remain in full
force and effect.

     6. This First Amendment shall be governed by and construed in
accordance with the laws of the State of New Jersey.

     7. This First Amendment embodies and constitutes the entire
understanding between the parties with respect to the subject matter
hereof and all prior agreements, representations and statements oral or
written relating to the subject matter hereof are merged into this First
Agreement.

     8. Neither this First Amendment nor any provision contained herein
may be amended, modified or extended except by an instrument signed by
the party against whom enforcement of such amendment, modification or
extension is sought.

     IN WITNESS WHEREOF, this First Amendment has been executed by
Vitamin Realty Associates, L.L.C. and All Communications Corporation as
of the day and year first above written.

                                       VITAMIN REALTY ASSOCIATES, L.L.C.

                                       By:/s/ Eric Friedman
                                          ------------------------------------
                                            Name:  Eric Friedman
                                            Title: Member

                                       ALL COMMUNICATIONS CORPORATION

                                       By:/s/ Richard Reiss
                                          ------------------------------------
                                            Name:  Richard Reiss
                                            Title: President