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                       SECOND AMENDMENT OF LEASE

    THIS SECOND AMENDMENT OF LEASE (this "Amendment") is made as of the
20th day of December, 1999, between VITAMIN REALTY ASSOCIATES, L.L.C.
(the "LESSOR"), a New Jersey limited liability company, having an
address at 225 Long Avenue, Hillside, New Jersey 07205, and ALL
COMMUNICATIONS CORPORATION (the "LESSEE") , a New Jersey corporation,
having an address at 140 Route 22, Mountainside, New Jersey 07092.

                          W I T N E S S E T H

     WHEREAS, pursuant to that certain Lease Agreement dated March 20,
1997 by and between LESSOR and LESSEE, LESSOR leased to LESSEE certain
premises consisting of approximately 1,560 rentable square feet of
warehouse space on the first floor of the building known as 225 Long
Avenue, Hillside, New Jersey (the "Building"), and approximately 7,180
rentable square feet of office space on the second floor of the Building
(collectively the "Demised Premises"); and

     WHEREAS, pursuant to that certain First Amendment of Lease dated as
of December, 1997 (which, together with the Lease Agreement referred to
above, shall be referred to herein as the "Lease"), LESSOR and LESSEE
amended the Lease to add to the Demised Premises an additional 5,840
rentable square feet of warehouse space on the first floor of the
Building; and

     WHEREAS, LESSOR and LESSEE have agreed to amend the Lease to
provide that LESSOR will Lease to LESSEE a total of 13,730 rentable
square feet of warehouse space on the first floor of the Building, and a
total of 8,491 rentable square feet of office space on the second floor
of the Building, on the terms and conditions hereinafter set forth; and

     WHEREAS, all capitalized terms defined in the Lease and not
otherwise defined herein shall have their respective meanings set forth
in the Lease.

     NOW, THEREFORE, 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 the Lease is hereby amended as follows:

     1. (a) Commencing as of November 1, 1999 (the "Amendment
Commencement Date"), LESSOR shall demise to LESSEE, and LESSEE shall
lease from LESSOR, the space depicted in Schedule A attached


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hereto (the "Amended Space"). For all purposes of the Lease,
and this Amendment, the term "Demised Premises" shall, as of the
Amendment Commencement Date, mean the Amended Space.

        (b) LESSOR and LESSEE each hereby agrees that the Demised Premises
shall, as of the Amendment Commencement Date, consist of a total of
13,730 rentable square feet of warehouse space on the first floor of the
Building, and a total of 8,491 rentable square feet of office space on
the second floor of the Building.

     2. (a) Schedule B of the Lease and Section 4 of the First Amendment
are hereby superseded and replaced with Schedule B annexed hereto.

        (b) LESSEE's Proportionate Share with respect to the Demised
Premises shall be 13.10% as of the Amendment Commencement Date.

     3. LESSEE agrees that it has inspected the Demised Premises, and
agrees to occupy any additional portions thereof in their "AS IS"
condition.

     4. LESSOR and LESSEE each represents to the other that it has not
dealt with any broker or agent with respect to the Demised Premises or
this Lease and each shall indemnify and hold harmless the other from and
against any and all liabilities, claims, suits, demands, judgments,
costs, interests and expenses to which it may be subject or suffer by
reason of any claim made by any person, firm or corporation for any
commission, expense or other compensation as a result of the execution
and delivery of this Lease and based on alleged conversations or
negotiations by said person, firm or corporation with either LESSOR or
LESSEE, as the case may be. LESSOR shall pay any commission due to the
Broker pursuant to a separate agreement.

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

     6. This Amendment and the Lease embody and constitute 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
Amendment.

     8. Neither this Amendment nor any provision contained herein may be
amended, modified or extended except by an instrument

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signed by the party against whom enforcement of such amendment,
modification or extension is sought.

     9. This Amendment may be executed in counterparts, each of which
shall be deemed a duplicate original hereof.

     IN WITNESS WHEREOF, this Amendment has been executed by LESSOR and
LESSEE 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

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