SysComm International Corporation Exhibit 10.13 to Form 10-K





EXHIBIT 10.13



SUBLEASE AGREEMENT


        THIS
SUBLEASE (“Sublease”) is made as of the 25 day of
May, 2000, by and between SUNGARD PORTFOLIO SOLUTIONS, a Delaware
corporation (“Sublessor”) and INFORMATION PRODUCTS CENTER, INC.,
a New Jersey corporation (“Sublessee”). 


BACKGROUND


        A.          
Sublessor  leases certain  premises  containing  floor area of  approximately  19,723 square feet
(the “Premises”) in the building located at 7 Kingsbridge Road,  Fairfield,  New Jersey (“Building”) pursuant to an
Agreement  of Lease dated  December  28, 1992 (the “Prime  Lease”)  between NEW DUTCH LANE CORP.,  N.V., a Delaware
corporation,  as landlord, and Sublessor,  f/k/a SHAW DATA SERVICES, INC, as tenant. A true and correct copy of the
Prime Lease is attached  hereto and made a part hereof as Exhibit “A”.  HUDSON  EQUITIES has since succeeded to the
interest of New Dutch Lane Corp., N.V., as landlord under the Prime Lease (the “Prime Landlord”).


        B.          
Sublessee  desires to lease from  Sublessor,  and  Sublessor  desires  to lease to  Sublessee,  a
portion of the Premises  aggregating  approximately  9,661 square feet, as shown on Exhibit “B” attached hereto and
incorporated herein (the “Subleased Premises”) on the terms and condition contained in this Sublease.


TERMS


        NOW,
THEREFORE, for and in consideration of the foregoing Background and the mutual
covenants, promises, conditions and agreements herein contained, the parties
hereto, intending to be legally bound hereby, covenant and agree as follows: 


        1.          
Definitions.  Those  capitalized  terms  not  defined  herein  shall  have  the  same
meanings ascribed to them in the Prime Lease.


        2.
          Sublease Term.    Sublessor  hereby leases to Sublessee and Sublessee hereby rents from Sublessor
the  Subleased  Premises  for a term (the  “Sublease  Term”)  commencing  on the  earlier  of: (i) the  erection by
Sublessor  of a  demising  Wall for the  Subleased  Premises  (the  “Work”),  or (ii) June 1,  2000 (the  “Sublease
Commencement  Date”).  The Sublease  Term shall  automatically  terminate at 11:59 P.M.  local time on December 27,
2005,  without the  necessity of notice from either party,  unless  extended or sooner  terminated  pursuant to the
provisions of this Sublease.


        3.
          Rent.



        
          (a)     Base Rent.  During the Sublease  Term,  Sublessee  shall pay to Sublessor as annual base
rent (“Base Rent”) of One Hundred  Forty-Four  Thousand Nine Hundred  Fifteen Dollars  ($144,915.00)  per annum for
the Subleased Premises,  in advance, in successive monthly  installments of Twelve Thousand  Seventy-Six and 25/100
Dollars  ($12,076.25)  on the first (1st) day of each and every  calendar  month  without  prior  notice or demand,
abatement,  set-off or deduction  whatsoever.  The first monthly  installment of Base Rent shall be due and payable
upon full execution of this Sublease.  In the event that the Sublease  Commencement  Date is not the first day of a
calendar month, Base Rent for such fraction of a month shall be pro-rated based on a per diem basis.





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          (b)     Additional   Rent.   Sublessee   shall  pay  to  Sublessor,   as  additional  rent  (the
“Additional  Rent”),  an amount equal to its pro rata share  (“Sublessee's  Percentage  Share”) of increases over a
calendar  year 2000 base year for all Real Estate Taxes and  Operating  Costs  assessed by Prime  Landlord  against
Sublessor  under the Prime Lease,  as set forth in Article 22 of the Prime Lease.  Such payments of Additional Rent
shall be made by  Sublessee  to  Sublessor  within  five (5)  days of  Sublessor's  invoice  to  Sublessee  for the
Additional  Rent,  but in no  event  later  than  the date  payment  is due to the  Prime  Landlord.  In  addition,
Sublessee  shall pay: (i) for the removal of any trash or refuse from the Subleased  Premises if such removal shall
require the use of trash  dumpsters in addition to those  dumpster(s)  provided by Prime  Landlord  under the Prime
Lease,  and (ii) fifty percent (50%) of the costs for repairs,  maintenance and supplies to and for the kitchen and
bathroom in the Premises,  including but not limited to water,  coffee,  milk, vending machines,  bathroom supplies
and other paper  products.  For purposes of this Sublease,  Sublessee's  Percentage  Share shall mean 48.98 percent
(48.98%), subject to adjustment as provided in the Prime Lease.


        
          (c)     Electricity.
Sublessee  agrees to pay  Sublessor an  additional  amount equal to Twelve
Thousand  Seventy-Six and 25/100 Dollars  ($12,076.25) per annum in advance, in successive monthly  installments of
One Thousand Six and 35/100 Dollars  ($1,006.35) for Sublessee's use of electricity  within the Subleased  Premises
(the  “Electric  Charge”).  The Electric  Charge shall be paid to  Sublessor  by Sublessee  along with  Sublessee's
payment of Base Rent and  Additional  Rent on the first (1st) day of each and every  calendar  month  without prior
notice or demand,  abatement,  set-off or  deduction  whatsoever.  The first  monthly  installment  of the Electric
Charge  shall  be due  and  payable  upon  full  execution  of  this  Sublease.  In the  event  that  the  Sublease
Commencement  Date is not the first day of a calendar  month,  the  Electric  Charge for such  fraction  of a month
shall be  pro-rated  based on a per diem basis.  The parties  acknowledge  that the  initial  Electric  Charge is a
reasonable  estimate of  Sublessee's  anticipated  usage of  electricity  in the Subleased  Premises.  The Electric
Charge is subject to increase  during the Sublease Term at any time and from time to time as reasonably  calculated
by Sublessee if Sublessee  determines that  Sublessee's use of such  electricity  exceeds the amount charged by the
then existing Electric Charge.


        
          (d)     Other  Charges.
  Sublessee  shall  pay  directly  to  Sublessor  prior  to the  date the
corresponding  payment is due under the Prime Lease all charges or other payments  imposed by the Prime Lease which
are due by reason of Sublessee's default under this Sublease.


        
          (e)     Place of Payment.
 All Base Rent,  Additional  Rent,  Electric  Charge  and/or any other
charge herein reserved,  included,  or agreed to be treated as rent (all Base Rent,  Electric Charge and such other
charges,  are  sometimes  hereinafter  collectively  referred  to as  “Rent”)  shall be  payable  at the  office of
Sublessor, or at such other place as Sublessor may from time to time designate by notice in writing.




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        4.
          
Late  Charges.  In addition to the remedies  available  to Sublessor in the event of default,  if
Sublessee  shall fail to pay any item of Rent within five (5) days after its due date,  Sublessee  shall pay a late
charge in an amount equal to ten percent  (10%) of the amount due to cover the extra  expense  involved in handling
delinquent  payments.  The parties agree that this is not a penalty but is a reasonable  estimate of the additional
expense Sublessor will incur in the event of Sublessee's late payment.




        5.
          Use.  Sublessee shall use and occupy the Subleased Premises for the purposes permitted
under the Prime Lease and for no other purpose.  Sublessee shall observe and comply with all Rules and
Regulations of the Building. Sublessee  shall not use, generate, store, treat, dispose of, or otherwise introduce
into, on or about the Subleased Premises any Hazardous Substances (as hereinafter defined), nor shall Sublessee
cause or permit any other person or entity to do so.  Hazardous Substances means any hazardous waste, hazardous
substance, pollutant, contaminant, biological waste or solid waste as defined in the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq., and any other applicable federal, state or
local laws or ordinances, and in the rules and regulations thereunder, as may be amended, supplemented or
superseded from time to time, including without limitation any polychlorinated biphenyls (PCB's), urea
formaldehyde, asbestos or petroleum or petroleum containing products or any other substance which may at any time
be a violation or support a claim or cause of action for liability under common law or any federal, state or
local health, safety, or environmental statute, regulation, ordinance or other environmental regulatory
requirement, whether currently or as a result of future removal. Sublessee agrees to clean up Hazardous
Substances on the Subleased Premises, if caused or permitted by Sublessee (or if Sublessee shall be otherwise
responsible therefor), in a manner which shall comply with all applicable all health, safety and environmental
laws and requirements.  Upon request, Sublessee shall cooperate with Sublessor and Prime Landlord in furnishing
to a governmental authority any information which may be required regarding all health, safety and environmental
matters.  The provisions of this Paragraph regarding all health, safety and environmental matters shall survive
the expiration or sooner termination of this Lease.


        
6.          Application of Prime Lease.


        
          (a)     Sublessee's  Obligations.  This Sublease is expressly  subject and subordinate to all of
the terms and conditions of the Prime Lease,  and to all amendments,  renewals and extensions  thereof,  and all of
the terms,  provisions and covenants as contained in the Prime Lease are incorporated  herein by reference,  except
as herein  expressly set forth.  Sublessee  hereby  covenants  and agrees to observe all of the terms,  conditions,
covenants  imposed upon the Tenant under the Prime Lease and to perform all of the duties and  obligations  imposed
upon the  Tenant  thereunder,  except  with  regard to the  payment of Base Rent and  Additional  Rent as set forth
herein.  To the extent any provision of this Sublease is inconsistent  with any provisions of the Prime Lease, this
Sublease shall govern except that if the standard for  performance  is more stringent  under either the Prime Lease
or this  Sublease,  the more  stringent  provisions  shall  prevail  and  Sublessee  shall be  obligated  to comply
therewith.  Sublessee  acknowledges  that any  default  by it under  this  Sublease  may  constitute  a default  by
Sublessor as Tenant under the Prime Lease,  and that Sublessee's  liability to Sublessor shall include,  but not be
limited to, any damages or liabilities incurred by Sublessor to Prime Landlord under the Prime Lease.




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          (b)     No Duty to Render  Services.  Sublessor  is not and shall not be  required to render any
services or  utilities of any kind  whatsoever  to Sublessee  or to perform any  obligation  of Landlord  under the
Prime  Lease.  Sublessor  shall  not be  liable  to  Sublessee,  nor  shall  there be an  abatement  of Base  Rent,
Additional  Rent or any other Rent due hereunder,  for any default or failure on behalf of the Prime Landlord under
the  Prime  Lease  in the  performance  or  nonperformance  by the  Prime  Landlord  of  any of its  covenants  and
obligations  under the Prime Lease.  If for any reason  whatsoever,  the Prime Lease should  terminate prior to the
expiration of the Sublease Term, then this Sublease shall likewise terminate  simultaneously  with such termination
and  Sublessee  shall  have no right or cause of action  against  Prime  Landlord  or  Sublessor  by reason of such
termination.


        
          (c)     Insurance.  During the Sublease  Term,  Sublessee  agrees to maintain  all  insurance as
required on the part of the Tenant under the Prime Lease,  and such additional  insurance and coverages as required
by Sublessor,  and shall name as additional  insureds,  as their interests may appear,  both the Prime Landlord and
Sublessor.  Prior to the  Sublease  Commencement  Date,  Sublessee  shall  deliver to  Sublessor a  certificate  of
insurance  evidencing  the existence of such  insurance  together with receipted  bills  evidencing  payment of the
premiums for the ensuing  twelve (12) month  period.  At least thirty (30) days before any  insurance  policy shall
expire,  Sublessee shall deliver to Sublessor  replacement  certificates of insurance together with receipted bills
therefor as aforesaid.


        
          (d)     Inspections.  Sublessor  shall  have the right to enter the  Subleased  Premises  during
normal business hours and upon reasonable  prior notice to Sublessee,  for purposes of inspection and for the other
purposes for which rights of entry are reserved  under the Prime Lease,  except that such prior notice shall not be
required in the case of emergency.



        
7.          Condition of Subleased  Premises.  SUBLESSEE  HAS  EXAMINED  THE PRIME  LEASE,  THE  CONDITION OF
THE  SUBLEASED  PREMISES,  AND EVERY  OTHER  ASPECT OF OR  RELATING  TO THE  SUBLEASED  PREMISES,  AND  ACCEPTS THE
SUBLEASED PREMISES IN ITS "AS IS" CONDITION WITHOUT  REPRESENTATION,  COVENANT OR WARRANTY,  EXPRESS OR IMPLIED, IN
FACT OR IN LAW, BY SUBLESSOR OR ITS AGENTS,  AND WITHOUT RECOURSE TO SUBLESSOR OR PRIME LANDLORD,  AS TO ANY OF THE
ABOVE.  IT IS UNDERSTOOD  AND AGREED THAT SUBLESSOR IS UNDER NO DUTY TO MAKE REPAIRS,  IMPROVEMENTS  OR ALTERATIONS
TO THE SUBLEASED PREMISES AT THE TIME OF LETTING OR AT ANY TIME THEREAFTER OTHER THAN THE WORK.




        8.
          Alterations/Repairs.


        
          (a)     Sublessee  shall not make any  alterations,  improvements  or additions to the Subleased
Premises unless  Sublessee  strictly adheres to the obligations of Sublessor as Tenant as set forth in Article 6 of
the Prime Lease.


        
          (b)     Sublessee  shall keep the Subleased  Premises in a neat and orderly  condition and shall
make all repairs to the Subleased  Premises  required of Sublessor as Tenant as set forth in Article 5 of the Prime
Lease.




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        9.
          Assignment  or  Subletting.  Sublessee  may not assign this Sublease or sublet all or any portion
of the  Subleased  Premises  without the prior written  consent of Sublessor  and Prime  Landlord and in accordance
with the  provisions  of the Prime  Lease.  If  Sublessor  and Prime  Landlord  consent to any such  assignment  or
subletting, Sublessee shall remain fully and primarily liable to Sublessor, in all respects, under this Sublease.


        10.
          Default of Sublessee  and  Remedies of  Sublessor.  If Sublessee  shall at any time be in default
in the  payment  of Rent or of any other sum  required  to be paid by  Sublessee  under  this  Sublease,  or in theperformance  of or compliance  with any of the terms,  covenants,  conditions or provisions of this Sublease or the
Prime Lease, or violate the provisions of Paragraph 9 above,  or if Sublessee shall be adjudicated as bankrupt,  or
shall make an  assignment  for the  benefit of  creditors,  or shall  file a bill in equity or  otherwise  initiate
proceedings  for the  appointment of a receiver of Sublessee's  assets,  or shall file any proceeding in bankruptcy
or for  reorganization  or an arrangement  under any federal or state law, then and in addition to any other rights
or remedies Sublessor may have under this Sublease and at law and in equity, shall have the following rights:


        
          (a)     Sublessor  shall have the same  rights and  remedies  against  Sublessee  for default of
this  Sublease as the Prime  Landlord  would have against  Sublessor  as Tenant  under the Prime Lease,  including,
without limitation, the rights of rental acceleration, Sublease termination, retaking possession and damages.



        
          (b)     If  Sublessee  shall be in default in the  payment of Rent or any other sum  required to
be paid by Sublessee  under this Sublease beyond any applicable  grace period,  Sublessee shall pay interest on the
delinquent  amounts at the lesser of the maximum  rate  permitted  by law, if any,  or eighteen  percent  (18%) per
annum from the date due to the date paid.


        
          (c)      No  waiver  by  Sublessor  of any  breach  by  Sublessee  of any of  Sublessee's  obligation,
agreements  or  covenants  herein shall be a waiver of any  subsequent  breach or of any  obligation,  agreement of
covenant,  nor shall any  forbearance  by  Sublessor  to seek a remedy for any breach by  Sublessee  be a waiver by
Sublessor of any rights and remedies with respect to such or any subsequent breach.



        
          (d)     If Sublessee  shall be in default in the  performance  of any of its  obligations  hereunder,
Sublessor  may (but  shall not be  obligated  to do so),  in  addition  to any  other  rights it may have in law or
equity,  cure such  default on behalf of  Sublessee.  In such  event,  Sublessee  shall  reimburse  Sublessor  upon
demand,  as  additional  rent,  for any costs  incurred by Sublessor  in curing said  defaults,  including  without
limitation  reasonable  attorneys'  fees from the date  Sublessor  incurs such costs,  along with interest from the
date Sublessor  cures any such default until the date such sum is paid, at the rate of eighteen  percent (18%)  per
annum.


        11.
          Grace  Period.  If  Sublessee  shall be in  default  of any of the terms and  provisions  of this
Sublease,  and if the Prime Lease shall  allow a grace  period for cure of a default of a similar  type and nature,
then  Sublessee  shall be entitled to a grace  period  which is one half of the  corresponding  grace period in the
Prime  Lease  (i.e.  2 days if there is a 5 day  grace  period in the  Prime  Lease,  or 15 days for a 30 day grace
period in the Prime Lease).




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        12.
          Indemnification  of Sublessor  and Prime  Landlord.  Sublessee  agrees to  indemnify,  defend and
save  Sublessor  and Prime  Landlord  harmless  from and against any and all claims by or on behalf of any persons,
firms or corporations  arising from the occupancy,  conduct,  operation or management of the Subleased  Premises or
from any work or thing  whatsoever done or not done in and on the Subleased  Premises or Building,  or arising from
any breach or default on the part of  Sublessee  in the  performance  of any  covenant or  agreement on the part of
Sublessee  to be  performed  pursuant to the terms of this  Sublease,  or under the law,  or arising  from any act,
neglect or  negligence  of  Sublessee,  or any of its agents,  contractors,  subtenants,  servants,  employees,  or
licensees,  or arising from any accident,  injury or damage whatsoever caused to any person,  firm,  corporation or
property occurring during the term of this Sublease,  in or about the Subleased Premises or Building,  and from and
against all costs,  expenses and  liabilities  incurred in  connection  with any such claim or action or proceeding
brought thereon (including without limitation the fees of attorneys, investigators and experts).


        13.
          Notices.  All notices,  requests and demands to be given hereunder  shall be in writing,  sent by
(i) certified mail, return receipt requested,  postage prepaid;  or (ii) recognized  overnight courier service;  or
(iii) by telecopy, to Sublessor and Sublessee at the addresses set forth below:



	  	If to Sublessor: 	SunGard Portfolio Solutions

                                    7 Kingsbridge Road

                                    Fairfield, NJ 07004

                                    Attn: Mr. Dan McLaughlin 




	  	and 	SunGard Data Systems, Inc.

                                    1285 Drummers Lane

                                    Wayne, PA 19087

                                    Attn: General Counsel 




	  	with a copy to:   	Blank Rome Comisky & McCauley LLP

                                    One Logan Square

                                    Philadelphia, PA 19103

                                    Attn: Matthew J. Comisky, Esquire
 





	  	If to Sublessee: 	Information Product Center, Inc.
 c/o Applied Digital Solutions, Inc.

                                    259 New Road

                                    Parsippany, NJ 07054

                                    Attn: Anat Ebenstein, President




	  	and	Applied Digital Solutions, Inc.

                                    400 Royal Palaceway - Suite 410

                                    Palm Beach, FL  33480

                                    Attn: David Beckett, Esquire







-6-



        Either
party, by notice similarly given, may change the person and/or address to which
future notices shall be sent. 


        14.
          Security Deposit.


        
          (a)     Concurrently  with  the  execution  of  this  Sublease,  Sublessee  shall  deposit  with
Sublessor the sum of  Twenty-Four  Thousand One Hundred  Fifty-Two and 50/100  Dollars  ($24,152.50)(the  “Security
Deposit”) to be held by Sublessor as security for the full and faithful  performance  by Sublessee of the terms and
conditions of this Sublease.  Sublessor shall not be obligated to hold the Security  Deposit in a separate  account
and may hold the  Security  Deposit in a general  account of  Sublessor.  Sublessee  shall not be  entitled  to any
interest on the Security  Deposit..  If any Rent or other sum payable by Sublessee  to  Sublessor  becomes  overdue
and remains  unpaid,  or should  Sublessor  make any payments on behalf of Sublessee as permitted by this Sublease,
or should Sublessee fail to perform any of the terms and conditions of this Lease,  then Sublessor,  at its option,
and without  prejudice to any other remedy which Sublessor may have on account  thereof,  may appropriate and apply
said  deposit,  or so much thereof as may be required to  compensate  or reimburse  Sublessor,  as the case may be,
toward the payment of Rent or other such sum payable  hereunder,  or loss or damage  sustained by Sublessor  due to
the breach or failure to perform on the part of Sublessee,  and upon demand,  Sublessee shall restore such security
to the original sum deposited.


        
          (b)     Conditioned  upon the  compliance  by Sublessee  of all of the terms of this Lease,  and
the payment of all sums due  hereunder,  as and when they fall due, the Security  Deposit shall be returned in full
to  Sublessee  on  expiration  of the  Sublease  Term and  Sublessee's  vacation of the  Subleased  Premises in the
condition required pursuant to this Sublease and the Prime Lease.


        
          (c)     In the event of any transfer of title to the Subleased  Premises,  Sublessor  shall have
the right to transfer  the  security  deposit to said  transferee  and  Sublessor  shall  thereupon  be released by
Sublessee from all liability for the return of such security deposit provided said transferee  assumes  Sublessor's
liability  under this  Sublease;  and  Sublessee  agrees to look to the new lessor for the return of said  Security
Deposit.  It is hereby  agreed  that the  provisions  of this  Section  shall apply to every  transfer  made of the
Security Deposit to a new sublessor.


        15.
          Limitation of Liability. In consideration of the benefits accruing hereunder, Sublessee and all
of its successors and assigns, covenant and agree that, in the event of actual or alleged failure, breach or
default of Sublessor:




        
          (a)     the sole and exclusive remedy shall be against Sublessor's interest in the Subleased
Premises;

        
          (b)     no officer, director, employee or shareholder of Sublessor shall be sued or named a party
in any suit or action;

        
          (c)     no service of process shall be made against any officer, director, employee or shareholder
of Sublessor;

        
          (d)     no officer, director, employee or shareholder shall be required to answer or plead to any
service of process;




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         (e)     no judgment will be taken against any officer, director, employee or shareholder of
Sublessor;

        
          (f)     any judgment taken against any officer, director, employee or shareholder of Sublessor may
be vacated and set aside at any time without a hearing;

        
          (g)     no  writ of execution will ever be levied against the assets of any officer, director,
employee or shareholder of Sublessor; and

        
          (h)     these covenants and agreements are enforceable both by Sublessor and any officer, director,
employee or shareholder of Sublessor.


        16.
          Surrender.  At the expiration or earlier  termination of this Sublease,  Sublessee covenants that
it will  peaceably and quietly leave and surrender the Subleased  Premises,  and will leave the Subleased  Premises
in broom clean  condition  and in the same  condition as Sublessee is required to maintain the same during the term
of this Sublease.  Should  Sublessee  continue to occupy the Subleased  Premises  after  expiration of the Sublease
Term or any renewal or renewals thereof,  or after a forfeiture  incurred,  such tenancy shall (without  limitation
on any of Sublessor's  rights or remedies  therefor) be one at sufferance  from month to month at a minimum monthly
Rent equal to twice the Rent payable for the last month of the Sublease Term.


        17.
          No Other Rights  Conveyed.  This  Sublease  shall not be construed to convey to Sublessee  any of
Sublessor's  renewal  options  or rights  of first  offer  contained  in the Prime  Lease,  each of which  shall be
personal and exclusive to Sublessor.


        18.
          Fire or Other  Casualty/Waiver of Subrogation.  Sublessor and Sublessee hereby releases the other
and all  persons  claiming  under it, and  Sublessee  hereby also  releases  Prime  Landlord,  to the extent of its
insurance  coverage,  from any and all  liability  for any loss or  damage  caused  by fire or any of the  extended
coverage casualties,  or any other insured casualty,  even if such fire or other casualty shall be brought about by
the fault or negligence of the other party,  or any persons  claiming  under it,  provided,  however,  this release
shall be in force and  effect  only  with  respect  to loss or  damage  occurring  during  such time as  releasor's
policies of fire and extended  coverage  insurance shall contain a clause to the effect that this release shall not
affect said  policies or the right of releasor to recover  thereunder.  Sublessor  and  Sublessee  each agrees that
its fire and extended  coverage and other insurance  policies will include such a clause  (Sublessee's  policies to
include  such  clause  releasing  both  Sublessor  and Prime  Landlord)  so long as the same is  obtainable  and is
includable  without  extra  cost,  or if extra cost is  chargeable  therefor,  so long as the other party pays such
extra  cost.  If extra  cost is  chargeable  therefor,  each party will  advise  the other  thereof  and the amount
thereof,  and the other party,  at its  election,  may pay the same but shall not be obligated to do so.  Sublessor
shall not be obligated to pay the extra cost for such a clause in  Sublessee's  policy in favor of Prime  Landlord,
but Prime Landlord may elect to pay the same.




        19.
          Waiver.  It is  understood  and agreed by and among  Sublessor  and  Sublessee  that each of them
hereby waives trial by jury in any action,  proceeding or counterclaim  brought by either of them against the other
on any matters  whatsoever  arising out of or in any way




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connected  with this  Sublease or the use or occupancy of
the Subleased  Premises,  or otherwise.  It is further  agreed by and between the parties  hereto that in the event
Sublessor  commences  any  summary  proceedings  for  non-payment  of  Rent,   Sublessee  will  not  interpose  any
counterclaim of whatever nature or description in any such proceeding.


        20.
          Broker.  Sublessee  represents  and  warrants  to  Sublessor  that it has not dealt with any real
estate  brokers or agents in connection  with the  negotiation  of this Sublease other than Grubb & e Ellis Co. and
Insignia/ESG Co.  (collectively  “Broker”).  Sublessee shall indemnify and hold Sublessor harmless from and against
any liability and cost which  Sublessor may suffer in connection  with real estate brokers  claiming by, through or
under Sublessee seeking any commission, fee or payment in connection with this Sublease.


        21.
          Entire  Agreement.  This  Sublease  together  with the Prime  Lease and all  exhibits  hereto and
thereto  contains  the entire  agreement  between  the parties  hereto and there are no  collateral  agreements  or
understandings.  This Sublease  shall not be modified in any manner except by an instrument in writing  executed by
both Sublessor and Sublessee.


        22.
          Successors and Assigns.  Subject to the  provisions of Paragraph 9 above,  this Sublease shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


        23.
         Governing  Law.  This  Sublease   shall  be  governed  and  construed  in  accordance   with  the
substantive laws (without reference to choice of laws rules) of the State of New Jersey.


        24.
          Time.  Time is of the  essence  in  this  Sublease  and  with  regard  to all  provisions  herein
contained.


        25.
          Severability.  If any  provision  hereof  shall be found to be  illegal,  void or  unenforceable,
this Sublease  shall be construed as if said  provisions  were not herein  contained,  so as to give full force and
effect, as nearly as possible, to the original intent of the parties hereto.


        26.
          Relationship.  Nothing  herein  contained  shall be  deemed to create  any  partnership  or joint
venture  between the parties  hereto,  and the  relationship  of the parties  shall be solely that of Sublessor and
Sublessee.




        27.
          Prime  Landlord's  Approval.  This  Sublease is  contingent  upon the prior  written  approval of
Prime  Landlord.  If the consent by the Prime  Landlord is not obtained,  then this Sublease shall be null and void
and of no force and  effect  and  neither  party  shall  have any  liability  to the other  under the terms of this
Sublease.













-9-



        IN WITNESS WHEREOF, the parties have executed this Sublease as of the date and year first above written.



	  	SUBLESSOR: 




	  	SUNGARD PORTFOLIO SOLUTIONS,

                                                              a Delaware corporation 




	  	By: 	 /s/ Dan McLaughlin 
 
	  	Name:

Title:	     Dan McLaughlin
     Vice President, CFO






	  	SUBLESSEE: 




	  	INFORMATION PRODUCTS CENTER, INC., a

                                                               New Jersey corporation 






	  	By: 	 /s/ Anat Ebenstein 
 
	  	Name:
Title: 	     Anat Ebenstein
     President




	  	Attest: 	   /s/ J. Robert Patterson 
 
	  	Name:
Title: 	     J. Robert Patterson
     Controller




	  	  	          [corporate seal]

















-10-






PRIME LANDLORD'S CONSENT TO SUBLEASE



        The
undersigned, Prime Landlord under the foregoing Sublease and Sublessor under the
Prime Lease, hereby consents to the foregoing Sublease without waiver of any
restriction in the Prime Lease concerning further assignment or subletting. The Sublessor under the Sublease, being the
Tenant under the Prime Lease, is and shall remain primarily liable under the Prime Lease and notwithstanding anything to the contrary set forth
in the Sublease, Prime Landlord has no intention whatsoever to release such party from its obligations under the Prime Lease. 




	  


	Prime Landlord:









	  	By:	 /s/ Moses Baruch
 
	  	Its:	 Moses Baruch









EXHIBIT “A”



Prime Lease










EXHIBIT “B”



Subleased Premises