<PAGE>   1
                                                                  Exhibit 10.23


                                 LEASE AGREEMENT

LANDLORD and TENANT agree to lease the premises for the term, at the rent stated
herein, and subject to the following terms and conditions ("LANDLORD" and
"TENANT" include all landlords and all tenants under this Lease):


            DATE OF LEASE:  August 26, 1997


LANDLORD:  TALL OAKS                            TENANT: AMERIQUEST SYSTEMS
           ASSOCIATES, L.P.                             GROUP
       c/o Needleman Mgmt Co., Inc.                     Computer 2000 Group
           1060 N. Kings Highway - #250                 425 Privet Road
           Cherry Hill, NJ 08034                        Horsham, PA 19044


LEASED PREMISES:      1000 Lenola Road -- Building Two -- Maple Shade, NJ--08052
              SUITE:  203                      SIZE:   1400 RSF

TERM:       Three (3)years                 SECURITY DEP.:   $1690.00
            Beginning:  9/15/97            % OF BUILDING:   07.25
            Ending:     8/31/00            BASE YEAR:       1997

RENT FOR THE TERM IS:  $60,840.00

       Rent is payable in advance on the first day of each month as follows:
             9/5/97-8/31/00-- $20,280.00 per annum -- $1,690.00 per month

JANITORIAL SERVICES ARE INCLUDED IN BASE RENT.
UTILITY USE CHARGES ARE NOT INCLUDED IN BASE RENT.
SEE SECTION 32 FOR OPTION TERMS.


PLEASE MAKE CHECKS PAYABLE TO:             TALL OAKS ASSOCIATES, LP.
FORWARD TO:                                Needleman Management Co., Inc.
                                           1060 N. Kings Highway --#250
                                           Cherry Hill, NJ 08034


LIABILITY INSURANCE:    Minimum amount for each person injured:    $1,000,000.00
                        Minimum amount for any accident:           $1,000,000.00
                        Minimum amount for property damage:        $1,000,000.00


BROKER:                 Landlord and Tenant recognize NO ONE as the Broker who
                        brought about this Lease.


USE OF RENTAL SPACE:    Administrative/sales office.


                                     -1-
<PAGE>   2
1.   ADDITIONAL  RENT.  As  additional  rent,  Tenant  to pay pro  rata  share
(7.25%)of  increases  over the Base Year  (l997) of real  estate  and  related
taxes,  and the aggregate cost of  maintaining  and operating the Building and
its common areas.

Costs of operating and maintaining the Building will include by way of example
rather than limitation, costs of snow and ice removal; maintenance of elevator
and elevator equipment if applicable, and parking lot and lighting equipment;
cleaning and trash removal; repair and maintenance of storm and sewer system;
electricity used in common areas, where applicable; repainting and maintenance
of signs and light standards; exterior painting, landscaping, materials and
services; and, insurance (general liability, loss of rent, fire and additional
hazard insurance, and other insurance as Landlord deems necessary) which benefit
all tenants in the Building. Notwithstanding the foregoing, costs of maintaining
and operating the Building will exclude capital improvements, leasing
improvements, and tenant improvement work. The first billing for any of these
escalation costs will be presented for payment in early 1997 and will be
calculated by taking 1998 expenses in excess of the 1997 Base Year Expenses.
Sums billed under this paragraph will be due and payable by Tenant within 20
days after receipt of bills from Landlord for the first occurring year, and are
to be paid monthly (estimated amount) for subsequent years.

In addition to the initial billing, Tenant will begin paying 1/12 of this amount
toward the l999 estimated escalation billing. This amount will then be adjusted
annually based upon an actual accounting of the completed year's experience.

All sums or some or any of them, may become due by reason of the failure of
tenant to comply with the terms and conditions of this Lease, and all damages,
costs and expenses Landlord may suffer or incur by reason of any default by
Tenant, and any damages to the demised premises caused by any act or omission of
Tenant, will be payable within fifteen (15) days after receipt of bills from
Landlord.

2. LATE CHARGE. If the Minimum Rent or any Additional Rent is not paid within
ten (10) days from the date same is due, Landlord, at its option, may charge a
late fee of five percent (5%) of the amount due.

3. INSURANCE. Tenant will obtain and keep in effect throughout the Term
insurance policy or policies, issued by any insurance carrier reasonably
satisfactory to Landlord, providing general comprehensive public liability
insurance against claims for personal injury (including death) and property
damage in amounts as stated on Page 1 of this Lease.

4. WAIVER OF SUBROGATION. Each party hereto waives any cause of action it might
have against the other party on account of any loss or damage insured against
under any insurance policy including without limitation liability insurance
policies (to the extent such loss or damage is recoverable under such insurance
policy) that covers the Building, the Leased Premises, Landlord's or Tenant's
fixtures, personal property, leasehold improvements or business, and which names
Landlord or Tenant, as the case may be, as a party insured. All insurance
policies maintained by Landlord or Tenant will, at such parties cost and
expenses, if any, contain provisions, waiving the carrier's rights of recovery
under subrogation or otherwise against the other party.

5. BUILDING SERVICES: MAINTENANCE.

(A) Landlord will provide, within professional standards on each item, the
following services and facilities:

            (1) cleaning and maintenance of common areas in the building;

            (2) Water and sewer service;

            (3) Janitorial service (five business days per week);

            (4) Landlord will undertake, at its sole cost and expense, any and
all repairs necessary to maintain the heating, plumbing, air conditioning and
electrical systems, as well as windows, floors (excluding carpeting) and all
other structural items which constitute a part of the Building and Leased
Premises and are installed or furnished by Landlord; provided, however, Landlord
will not be obligated to undertake any of such repairs until the expiration of a
reasonable period of time following notice from Tenant that such repair is
needed, and will use best efforts to resume service. In no event will Landlord
be obligated under this subparagraph to repair any damage caused by any act,
omission or negligence of Tenant or its employees, agents, invitees, licensees,
subtenants, or contractors.

(B) Landlord does not warrant the services and facilities provided for in
subparagraph (A) above will be free from slowdown, interruption or stoppage
pursuant to voluntary agreement by and between Landlord and governmental bodies
and regulatory agencies, or caused by the maintenance, repair, substitution,
renewal, replacement or improvements of any of the equipment, involved in the
furnishing of any such services or facilities, or caused by changes of services,
alterations,


                                       -2-
<PAGE>   3
strikes, lockouts, labor controversies, fuel shortages, accidents, acts of God
or the elements or any other cause beyond the reasonable control of Landlord;
and specifically, no such slowdown, interruption or stoppage will cause any
abatement of Rent or Additional Rent payable hereunder or in any manner or for
any purpose relieves Tenant from any of its obligations hereunder, and in no
event will Landlord be liable for damage to persons or property or be in default
hereunder as a result of such slowdown, interruption or stoppage. Landlord
agrees to use reasonable diligence to resume the affected service upon any
cessation of such slowdowns, interruption or stoppage.

(C) Except to the extent Landlord is obligated to undertake repairs as provided
hereinabove, Tenant will keep the Leased Premises and the fixtures contained
therein in good, neat and orderly condition, reasonable wear and tear excepted.

(D) Landlord will not be liable by reason of any injury to or interference with
Tenant's business arising from the making of any repairs, alterations, additions
or improvements to the Leased Premises or the Building or to any appurtenances
or equipment therein. It being understood, though, Landlord will cooperate with
Tenant and interfere as little as reasonably practicable with the conduct of
Tenant's business. There will be no abatement of Rent because of such repairs,
alterations, additions or improvements, until after the completion of fourteen
(14) business days from the original problem.

6. ALTERATIONS AFTER COMMENCEMENT OF LEASE. Tenant will not make or permit to be
made any alterations, improvements or additions to the Leased Premises without,
on each occasion, first presenting to Landlord plans and specifications therefor
and obtaining Landlord's prior written consent thereto, which consent will not
be unreasonably withheld. If Landlord will consent to such proposed alterations,
improvements and additions, Tenant will make the proposed alterations,
improvements and additions at Tenant's sole cost and expense; provided, however:
(i) all such alterations will be performed in a good and workmanlike manner, in
accordance with all applicable laws, ordinances, codes, rules and regulations,
including but not limited to the ADA Code; (ii) such alterations, improvements,
and additions will not impair the structural integrity of the Building or any
other improvements or reduce the value of the Leased Premises; (iii) Tenant will
take or cause to be taken all steps as required or permitted by law in order to
avoid the impositions of any mechanic's, laborer's or materialman's lien(s) upon
the Leased Premises or Building; and, (iv) the occupants of the Building and of
any adjoining real estate owned by Landlord will not be disturbed in any respect
with their use and occupancy by reason thereof. All alterations, improvements
and additions to the Leased Premises which are constructed, installed or
otherwise made by Tenant will be the property of Tenant until the expiration or
sooner termination of this Lease, at which time all such alterations,
improvements and additions will remain on the Leased Premises and become the
property of Landlord without payment therefor by Landlord, unless prior to the
termination of this Lease, Landlord will give notice to Tenant to remove the
same; in which event Tenant will remove such alterations, improvements and
additions, and repair and restore any damage to the Leased Premises caused by
the installation and removal thereof.

7. COMPLIANCE WITH LAWS; PERMITTED ACTIVITIES. Tenant, at its sole cost and
expense, will comply with all laws, ordinances and regulations of federal, state
and local authorities and with any direction of any public officer or officers,
which will impose any violation, order or duty upon Tenant with respect to the
Leased Premises or the use and occupancy thereof, including, but not limited to,
obtaining any and all licenses and permits required for the conduct of its
business within the terms and conditions of this Lease.

Tenant will not do or permit anything to be done in or about the Leased Premises
nor bring or keep anything therein which will in any way increase the existing
rate of fire or other insurance policy covering the Leased Premises or any part
thereof. In the event of any such increase of an existing rate of insurance, or
cancellation of any insurance policy, Tenant will bear the full cost of said
increase upon presentation by Landlord.

8. LANDLORD'S RIGHT TO ENTRY Landlord and persons authorized by Landlord may
enter the Leased Premises at all reasonable times for the purpose of making such
inspections, repairs, alterations to adjoining space, appraisals as Landlord may
require or for other reasonable purposes including, but not limited to,
exhibiting the Leased Premises to prospective purchasers, tenants and/or
mortgagees and enforcement of Landlord's rights under this Lease. Landlord will
not be liable for inconvenience to, or disturbance of Tenant by reason of any
such entry. Notwithstanding the foregoing, Landlord will use reasonable efforts,
during such entry to not unreasonably interfere with Tenant's use of the Leased
Premises, and will provide Tenant with advance notice, whenever possible.

9.   DAMAGE BY FIRE OR OTHER  CASUALTY.  In the event of any damage or loss to
the Leased  Premises  by reason of fire or other  casualty,  Tenant  will give
immediate


                                       -3-
<PAGE>   4
notice thereof to Landlord. If the Leased Premises are partially damaged or
destroyed by fire or other casualty, Landlord will notify Tenant within thirty
(30) days after the fire or casualty, whether or not the Leased Premises can be
restored within one hundred twenty (120) days from such notice. In the
Landlord's sole judgment, if the Leased Premises can be restored within one
hundred twenty (120) days, Landlord will restore the same at Landlord's expense
and will use its best efforts to complete restoration within said time period.
In the event the damage cannot be restored within one hundred twenty (120) days,
either party, by written notice to the other within five (5) days after receipt
of such notice, to be effective thirty (30) days after receipt of such notice,
may terminate this Lease and all obligations hereunder. Notwithstanding the
foregoing, in no event will Landlord be obligated to expend for any repairs or
restoration an amount in excess of the insurance proceeds recovered by Landlord
on account of such damage or destruction.

In the event of repair or restoration as herein provided, Minimum Rent and
Additional Rent will be abated equitably, in a manner proportionate with the
degree in which Tenant's use of the Leased Premises is impaired commencing from
the date of destruction and continuing during the period of such restoration.
Tenant will continue operation of its business in the Leased Premises during any
such period to the extent commercially reasonably practicable and the obligation
of Tenant hereunder to pay all other charges set forth herein will remain in
full force and effect. Tenant will not be entitled to any actual or
consequential damages or other compensation or damages from Landlord for loss of
the use of the whole or any part of the Leased Premises, or the Building which
forms a part of the Leased Premises, Tenant's personal property or any
inconvenience or annoyance occasioned by such damage or reconstruction.

Notwithstanding the foregoing to the contrary, if any such fire or other
casualty is as a result of the negligence or willful acts of Tenant, Tenant will
not have the right to terminate this Lease as aforesaid, and Tenant will, at
Tenant's sole cost and expense, promptly repair and restore the Leased Premises,
and any portion of the Building so damaged as a result of Tenant's conduct.

10. INDEMNIFICATION. Tenant will defend, indemnify and hold Landlord harmless
from and against any and all loss, cost, liabilities, penalties, damages,
expenses (including reasonable attorneys' fees) and judgments, which may be
imposed upon, incurred by, or asserted against Landlord by reason of any
violation by Tenant of the provisions of this Lease, or any injury to persons or
property of any nature and however caused, arising out of the use, occupancy and
control of the Leased Premises at any time during the Term of this Lease or any
extension thereof, unless caused by the willful act or gross negligence of
Landlord.

Landlord will defend, indemnify and hold Tenant harmless from and against any
and all loss, cost, liabilities, penalties, damages, expenses (including
reasonable attorneys' fees) and judgments, which may be imposed upon, incurred
by, or asserted against Tenant by reason of any violation by Landlord of the
provisions of this Lease, or any injury to persons or property of any nature and
however caused, arising out of the use, occupancy and control of the Leased
Premises at any time during the Term of this Lease or any extension thereof,
unless caused by the willful act or gross negligence of Tenant.

11. CONDEMNATION.

(A) If more than twenty-five percent (25%) of the floor area of the Leased
Premises is taken or condemned for a public or quasi-public use (a sale in lieu
of condemnation to be deemed a taking or condemnation for purposes of this
Lease), this Lease will at either party's option, upon written notice to the
other within fifteen (15) days of the date of such taking or condemnation,
terminate as of the date the right of possession in the Leased Premises or
portion thereof terminates, and the Minimum Rent and Additional Rent herein
reserved will be apportioned and paid in full by Tenant to Landlord to that date
and all Minimum Rent and Additional Rent prepaid for periods beyond that date
will forthwith be repaid by Landlord to Tenant and neither party will thereafter
have any liability hereunder.

(B) If less than twenty-five percent (25%) of the floor area of the Leased
Premises is taken, or if neither Landlord nor Tenant has elected to terminate
this Lease pursuant to subparagraph (A), Minimum Rent and Additional Rent will
be equitably reduced in proportion to the area of the Leased Premises which has
been taken for the balance of the Term.

(C) If all or part of the Leased Premises are taken or condemned, Landlord will
be entitled to all compensation awarded upon such condemnation or taking, and
Tenant will have no claim thereto, and Tenant hereby expressly waives,
relinquishes and releases to Landlord any claim for damages or other
compensation to which Tenant might otherwise be entitled because of any such
taking or limitation of the leasehold estate hereby created, and irrevocably
assigns and transfers to Landlord


                                       -4-
<PAGE>   5
any right to compensation or damages to which Tenant may be entitled by reason
of the condemnation of all or a part of the Leased Premises, or the leasehold
estate. Notwithstanding the foregoing, Tenant will have the right to make a
claim for removal and moving expenses and business dislocation damages which may
be separately payable to tenants in general under New Jersey law, provided such
payment does not reduce the award otherwise payable to Landlord.

12. MECHANICS LIENS. Tenant will promptly pay all contractors and materialmen
for work ordered by Tenant or performed for Tenant's account, so as to minimize
the possibility of a lien attaching to the Leased Premises. In the event of any
such lien is created or filed, Tenant will bond against or discharge the same
within ten (10) days after written request by Landlord. Nothing herein contained
will be construed as a consent on the part of the Landlord to subject the fee or
the estate of Landlord to liability under the Mechanics Lien Law of New Jersey
for work ordered other than by Landlord, it being expressly understood that
Landlord has not consented to any such work and Landlord's estate will not be
subject to such liability.

13. LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS. If Tenant will any time fail
to pay any charge or imposition or perform any other act on its part to be
performed, then Landlord, after ten (10) days' written notice to Tenant and
without waiving or releasing Tenant from any obligations hereunder, may pay such
charge or sum of money or make any other payment or perform any other act on
Tenant's part to be made or performed, and may enter upon the Leased Premises
for any such purpose, and take all such action thereon as may be necessary
therefor. All sums so paid by Landlord and all costs and expenses incurred by
Landlord in connection with the performance of any such act, together with
interest thereon at a rate which is one percent (1%) per annum higher than "New
York Prime" as announced from time to time in the Wall Street Journal or similar
publication, from the respective dates of Landlord's making of each such payment
or incurring of each such cost and expense, will constitute Additional Rent
payable by Tenant thereof or otherwise as in the case of default in the payment
of Minimum Rent or Additional Rent reserved in this Lease.

14. SUBORDINATION: RIGHTS OF MORTGAGEE. This Lease will be subject and
subordinate at all times to the lien of any mortgages and/or ground leases now
or hereafter placed upon the Leased Premises or Building which forms a part of
the Leased Premises, without the necessity of any further instrument or act on
the part of Tenant to effectuate such subordination. Tenant agrees to execute
and deliver, upon demand, such further instrument or instruments evidencing such
subordination of this Lease to the lien of any such mortgage and/or ground lease
and such further instrument or instruments of attornment as will be desired by
any mortgagee or proposed mortgagee or by any other person.

15. TENANT'S CERTIFICATE. Tenant agrees at any time and from time-to-time,
within five (5) days after Landlord's written request, to execute, acknowledge
and deliver to Landlord a written instrument in recordable form certifying the
Lease is unmodified and in full force and effect (or if there have been
modifications, it is in full force and effect as modified and stating the
modifications); the dates to which Minimum Rent, Additional Rent, or other
charges have been paid in advance, if any; whether or not, to the best knowledge
of the signer of such certificate, Landlord is in default in the performance of
any covenant, agreement or condition contained in the Lease and, if so,
specifying each such default of which the signer may have knowledge, and such
other information as Landlord may request. It is intended that any such
certification and statement delivered pursuant to this Paragraph 15 may be
relied upon by any prospective purchaser or any mortgagee of the Leased Premises
or Building or any part thereof or interest thereon or any assignee of
Landlord's interest in this Lease.

16. DEFAULTS BY Landlord will provide Tenant advance written notice in the event
of any default. Tenant will have ten (10) days to cure in the event of a
monetary default, and thirty (30) days to cure in the event of a non-monetary
default. Any one or more of the following will constitute a default by Tenant
hereunder, if Tenant during the original Term of this Lease, or any renewal or
extension thereof:

(A) Does not pay in full within ten (10) days after notice is given of all
Minimum Rent, Additional Rent, expenses and charges under this Lease; or,

(B) Violates, fails to perform, or otherwise breaches any term, covenant or
condition of this Lease and same is not cured after notice thereof; or,

(C) Permits leasehold estate or any property of Tenant to be exposed for sale or
judgment or execution process by sheriff, marshall, or constable; or,

(D) Becomes insolvent, makes an assignment for the benefit of creditors, is
adjudicated, files a bill in equity, otherwise initiates proceedings for the


                                       -5-
<PAGE>   6
appointment of a receiver of its assets, files a voluntary petition under the
provisions of the United States Bankruptcy Court or under the insolvency laws of
any state, which involuntary petition is not discharged within sixty (60) days
of filing. In such instances, Landlord may immediately have the rights set forth
in Section 17 below, without any further notice; or,

(E)  Records  or  attempts  to  record  this  Lease in any  office  of  public
recording; or,

(F) Assigns or sublets this Lease, except as permitted herein; or,

(G) Fails to move into or take possession of the Leased Premises upon
commencement of the Term.

17. REMEDIES OF LANDLORD. This Lease and term of the estate hereby granted are
subject to the conditional limitation that in the event of a default by Tenant,
then, at the sole option of Landlord, Landlord may in addition to all other
rights and remedies available to it by law or equity or by any other provision
of this Lease, at any time pursue once or more often any or all of the following
remedies:

(A) Acceleration of Rent: Minimum Rent for the entire balance of the Term hereof
and any Additional Rent, expenses and charges payable under the Lease, together
with all costs and expenses, will become immediately due and payable as if by
the terms and provisions of this Lease said balance of Minimum Rent, Additional
Rent and other expense and charges and every part thereof were on that date
payable in advance; and,

(B) Termination: Whether or not Landlord has accelerated Minimum Rent and
Additional Rent, this Lease and the Term hereby created will, at the sole option
of Landlord and without waiver of any other rights of Landlord contained herein,
terminate and become absolutely void without any right on the part of Tenant to
save the forfeiture by payment of any sum due or by the performance of any
provisions of this Lease and Tenant will thereupon quit and surrender possession
of the Leased Premises to Landlord in the condition required herein and Tenant
will remain liable to Landlord as herein required; and,

(C) Suit for Possession/Reletting of Leased Premises: In any case in which this
Lease will have been terminated, or in any case in which Landlord will have
elected to accelerate the Minimum Rent and/or Additional Rent and any portion of
such sums will remain unpaid, Landlord may, without further notice, enter upon
and repossess the Leased Premises, by due process of law, by summary
proceedings, ejectment or otherwise, and may dispossess Tenant and remove Tenant
and all other persons and property from the Leased Premises and may have, hold
and enjoy the Leased Premises and rents and profits therefrom. Landlord may, in
its own name, as agent for Tenant, if this Lease has not been terminated, or in
its own behalf, if this Lease has been terminated, relet the Leased Premises, or
any part thereof, for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the Term) and on
such terms (which may include concessions or free Minimum Rent) as Landlord in
its sole discretion and good faith may determine. Landlord may, in connection
with any such reletting, cause the Leased Premises to be decorated, altered,
divided, consolidated with other space or otherwise changed or prepared for
reletting. No reletting will be deemed a surrender and acceptance of the Leased
Premises.

(D) Measure of Damages: Tenant will, with respect to all periods of time up to
and including the 'expiration of the Term (or what would have been the
expiration date in the absence of default or breach) remain liable to Landlord
as follows:

      (1) In the event of termination of this Lease on account of Tenant's
default or breach, Tenant will remain liable to Landlord as agreed for
liquidated damages (and not as a penalty) an amount equal to the Minimum Rent,
Additional Rent and other charges payable under this Lease by Tenant as if this
Lease were still in effect, less the net proceeds of any reletting actually
collected, after deducting all costs incident thereto (including, without
limitation, all repossession costs, brokerage and management commissions,
operating and legal expenses and fees, alteration costs and expenses of
preparation for reletting), and to the extent such liquidated damages will not
have been recovered by Landlord by virtue of payment by Tenant of any
accelerated Minimum Rent and/or Additional Rent (but without prejudice to the
right of Landlord to demand and receive such Minimum Rent and/or Additional
Rent), such liquidated damages will be payable to Landlord monthly upon
presentation to Tenant of a bill for the amount due.

      (2) In the event and so long as this Lease will not have been terminated
after default or breach by Tenant, Minimum Rent, Additional Rent and all other
charges payable under this Lease will be reduced by the net proceeds of any
reletting by Landlord (after deducting all costs incident thereto as above set
forth) and by any portion of the accelerated Minimum Rent, Additional Rent and
other


                                       -6-
<PAGE>   7
charges paid by Tenant to Landlord, and any amount due to Landlord will be
payable monthly upon presentation to Tenant of a bill for the amount due.

(E) No Responsibility to Relet: Landlord will in no event be responsible or
liable for any failure to relet the Leased Premises, or any part thereof, or for
any failure to collect any Minimum Rent, Additional Rent or other sum due upon a
reletting. However, Landlord agrees to use best efforts to relet the Leased
Premises, and to mitigate any losses.

(F) Remedies Cumulative: All of the remedies herein given to Landlord and all
rights and remedies given to Landlord by law and equity will be cumulative and
concurrent. It is understood and agreed that termination of this Lease or the
taking or recovering of the Leased Premises will not deprive Landlord of any of
Landlord's remedies or actions against Tenant for Minimum Rent and Additional
Rent due at the time or which, under terms hereof, would in the future become
due as if there had been no termination, nor will the bringing of any action for
Minimum Rent, Additional Rent, or other charges, or breach of covenant, or
resorting to any other remedy herein provided the recovery of Minimum Rent or
Additional Rent be construed as a waiver of the right to obtain possession of
the Leased Premises.

18. LIMITED LIABILITY OF LANDLORD. Tenant agrees the obligations of Landlord
under and with respect to this Lease do not constitute personal obligations of
Landlord, or any of its principals, and shall not create or involve any claim
against, or personal liability on the part of any of them, and Tenant shall look
solely to Landlord's interest in the Leased Premises for satisfaction of any
liability of Landlord in respect to this Lease.

19. SECURITY DEPOSIT. Tenant will pay Landlord a sum as indicated on the first
page of Lease as collateral security for payment of Minimum Rent and Additional
Rent and for the faithful performance by Tenant of all other terms, covenants
and conditions of this Lease. The amount of said deposit (less such portion
thereof as Landlord will have retained to make good any default by Tenant with
respect to any of Tenant's aforesaid obligations) will be repaid to Tenant,
without, interest, within sixty (60) days after Tenant provides landlord with
written request to return said Security Deposit and Landlord has inspected the
Leased premises after Tenant has vacated same; provided, however, Tenant will
have made all such payments and performed all such terms, covenants and
conditions of this Lease. Upon any default by Tenant hereunder, all or part of
said deposit may, at any time and in Landlord's sole discretion and without
prejudice to any rights Landlord has hereunder, be applied on account of such
default, and thereafter Tenant will restore the resulting deficiency in said
deposit within ten (10) days notice of Landlord's application. Tenant's failure
to restore said deficiency will constitute a default hereunder. In the event of
any sale or transfer of Landlord's interest in the Building, Landlord will have
the right to transfer the security deposit to the purchaser or transferee and
upon such transfer Tenant will look only to the new landlord for the return of
the security deposit and Landlord will thereupon be released from all liability
for the return of the security deposit.

20. ASSIGNMENT OR SUBLEASE BY TENANT. Tenant will not assign this Lease or
sublease all or any part of the Leased Premises without Landlord's prior written
consent, excluding wholly owned subsidiaries of the Tenant, which will not be
unreasonably withheld, it being understood and agreed however it will not be
unreasonable for Landlord to withhold its consent if the reputation, financial
responsibility, or business of a proposed assignee or subtenant is
unsatisfactory to Landlord. Any sum received by Tenant as a result of such
subletting or assignment which exceeds the total sums Tenant is obligated to pay
Landlord under this Lease will be payable to Landlord as additional rent. The
consent by Landlord to sublet or assignment will not constitute consent to any
further sublease or assignment. Any subleassee or assignee must agree to be
bound by all of the terms and provisions of this Lease. In addition, any
permitted assignment or subleasing will not relieve Tenant from its liability
under the terms and conditions of this Lease. Tenant will give Landlord a copy
of the sublease, both prior to, and upon execution thereof.

21.  SUCCESSORS.  Except as  otherwise  provided,  all rights and  liabilities
herein given to or imposed upon the  respective  parties will extend to and be
binding upon their heirs, legal  representatives,  successors and assigns,  if
permitted under Section 20.

22.   WAIVER.  Failure of Landlord to insist  upon strict  performance  of any
of the  covenants or conditions of this Lease or to exercise any option herein
conferred in any one or more  instances.  will not be construed as a waiver or
relinquishment  for the future of any such  covenants,  conditions  or options
but the same will be and remain in full force and effect.

23.   ENTIRE  AGREEMENT.  This Lease sets forth all the terms,  covenants  and
conditions  between  Landlord and Tenant  concerning  the Leased  Premises and
there are no terms, covenants and conditions,  either oral or written, between
the parties


                                       -7-
<PAGE>   8
other than herein set forth. Except as otherwise provided1 no subsequent
alteration, amendment, change or addition to this Lease will be binding upon
Landlord or Tenant unless reduced to writing and signed by them.

24. LANDLORD'S COVENANT OF OUIET ENJOYMENT. Landlord covenants and agrees that,
upon Tenant's payment of Minimum Rent and any Additional Rent and observing and
performing all of the terms, covenants and conditions on Tenant's part to be
observed and performed, Tenant may peaceably and quietly enjoy the Leased
Premises for the Term of this Lease, without hindrance or molestation by anyone
claiming by or though Landlord; subject, nevertheless to the terms, covenants
and conditions of this Lease.

26. NO RECORDATION. Tenant will not record or attempt to record this Lease or
any memorandum thereof in any office of public recording.

27. ENVIRONMENTAL CONCERNS.

(A) Other than normal office storage, Tenant will not store, handle, spill or
discharge any hazardous or toxic substances or wastes at, on or about the Leased
Premises or the Building, and will indemnify, defend and save harmless the
Landlord from all fines, suits, procedures, claims, actions, damages and
liability of any kind (including attorneys' fees) arising out of or in any way
connected with the storage or handling by the Tenant of, or any spills or
discharges by the Tenant of, hazardous or toxic substances or wastes at, on or
about the Leased Premises or the Building during the term of this Lease.
Landlord to be responsible for any preexisting conditions within the Building,
and, to the best of Landlord's knowledge, assures Tenant there are no known
hazardous materials, including asbestos, within the Building.

(B) Tenant's obligations and liabilities under this paragraph will survive the
term of this Lease, and will continue so long as Landlord may remain responsible
for any spills or discharges of hazardous substances or wastes at the Leased
Premises which occur during the term of this Lease. Tenant's failure to abide by
the terms of this paragraph will be restrainable by injunction.

28. SIGNS. Landlord will obtain all door and directory signs for Tenant after
Tenant has indicated in writing to Landlord how each sign should read. Landlord
will bill Tenant for all signage Tenant so desires once it has been received and
installed. All signs will conform with all applicable municipal ordinances and
regulations. Should Tenant request further signage over and above the customary
signage at said location, Landlord agrees to assist Tenant with any applications
of any municipal filings, etc., to be born by Tenant herein. No sign will be
installed by Tenant without prior approval of Landlord herein.

29. NOTICE OF TERMINATION. It is hereby mutually agreed that either party hereto
may terminate this Lease at the end of said term or option term or any extension
by giving the other party written notice thereof at least ninety (90) days prior
thereto. If such written notice is not given by either party, this Lease will
continue upon the same terms and conditions in force except that Minimum Rent
will be increased in the manner set forth below for a period of one (1) year and
so on from year to year unless or until terminated by either party hereto,
giving the other party a ninety (90) day written notice for the vacation of the
Leased Premises before the expiration of the then current term.

In the event Tenant will give notice, as stipulated above, of its intention to
reuse the Leased Premises at the end of the present term or any renewal or
extension thereof, and will fail or refuse so to vacate the same on the date
designated by such notice, Landlord, at its option, may treat Tenant as a
holdover tenant, in which event Tenant will pay Landlord (I) as agreed
liquidation damages (and not as a penalty) for such wrongful retention, an
amount equal to twice the Minimum Rent and twice the Additional Rent then in
effect for the time Tenant thus remains in possession, and (II) all other
damages, costs and expenses sustained by Landlord by reason of Tenant's wrongful
retention. If Tenant remains in possession with the consent of Landlord all the
terms and conditions of this Lease will continue thereafter with full force
precisely as if such notice had not been given, and Minimum Rent will be
adjusted as set forth in this Section.

30. UTILITIES & SERVICES. Tenant herein will be solely responsible for payment
of all utilities used within the Leased Premises with the exception of water and
sewer and will make all arrangements for activating same.

31. TENANT IMPROVEMENTS. Landlord to construct suite per floorplan attached
hereto, paint interior walls, clean and/or replace existing carpet as agreed,
and present Tenant with a clean, fully functioning business office.

32. OPTION TO RENEW. Tenant shall have the right, at its option, to renew the
Term for one (1) additional period of three (3) years (the "Renewal Term"), on
all of the same conditions as are in force immediately prior to the expiration
of the Term, except that the Minimum Rent payable during the Renewal Term shall
be:


                                       -8-
<PAGE>   9
            9/1/00 - 8/31/03 --- $22,380.00 per annum --- $1,865.00 per month

      Tenant shall only have such option to renew the Term if Tenant at the time
of Tenant's Notice (as hereinafter defined) and at the end of the Term is not in
default under any of the terms, covenants, provisions, agreements and conditions
of this Lease. Tenant shall exercise its option of renewal by giving Landlord
notice of such notice of such exercise ("Tenant's Notice") at least ninety (90)
days prior to the expiration of the Term. Tenant understands and agrees that
time, whenever mentioned is of the essence.

33. EARLY TERMINATION. Tenant shall have the right, at its option, to terminate
this Lease upon completion of the second year, by providing the Landlord with
ninety (90) days written notice in advance of 8/31/00, and with a penalty equal
to 50% of the costs of the Tenant Improvements notes in Paragraph 31. Tenant may
relocate to larger space within any building managed by Needleman Management
Company, Inc. at any time during the Lease Term, at no penalty or obligation to
this Lease.




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

LANDLORD:   TALL OAKS ASSOCIATES. LP


BY:         _______________________________           DATE:________________


TENANT:     AMERIQUEST SYSTEMS GROUP

BY:         _______________________________           DATE:________________


                                       -9-