EXHIBIT 10.C

                                COMMERCIAL LEASE

This lease dated:             February 7, 2002

Between:                      IBIS GROUP hereinafter referred to as the
                              Landlord.

and:                          MULTI SOFT, INC., incorporated in the State of
                              New Jersey  and  hereinafter
                              referred to as the Tenant.
                              4262 US Highway 1
                              Monmouth Junction, NJ  08852

WITNESSETH: That the Landlord hereby demises and leases unto the Tenant, and the
Tenant  hereby  hires  and  takes  from the  Landlord  for the term and upon the
rentals hereinafter specified, the premises described as follows,

situated in the:              Township of Hamilton
county of:                    Mercer
and state of:                 New Jersey
Demised Premises:             IBIS Plaza, 3535 Quakerbridge Road, Suite 103

The term certain of this
demise shall be for:          Two (2) years
beginning:                    February 15, 2002
and ending:                   February 14, 2004

Security:                     $6,000.00

The Base Rental for the
demised term shall be payable
monthly in advance on the
first day of each calendar
month for the term hereof,
in installments without
demand as follows:            Monthly  $2,000.00  for first year of the term and
                              monthly $2,125 for the second year of the term

First monthly payment due:    Upon execution of lease

All correspondence and rent
payments shall be sent to
the Landlord as follows:      IBIS Group
                              c/o George Geiger & Associates
                              163 Nassau Street
                              Princeton, NJ  08542

Parking Spaces:               Five (5)

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               THE ABOVE LETTING IS UPON THE FOLLOWING CONDITIONS:

ARTICLE I:     QUIET ENJOYMENT

Landlord  covenants that Tenant,  on paying the rent and additional  rents,  and
performing the covenants and conditions in this Lease  contained,  shall and may
peaceably  and quietly  have,  hold and enjoy the demised  premises for the term
aforesaid.

ARTICLE II:    USE OF DEMISED PREMISES

Tenant covenants and agrees to use the demised premises for office use only.

ARTICLE III:   SERVICE CHARGES

The time for the payment of the rent and additional rent is extremely  important
and will be strictly  enforced (timely payment of rent is of the essence of this
agreement). In the event rent is not received by Landlord by the fifth (5th) day
of any month,  the tenant shall pay a service charge of five percent (5%) of the
monthly  payment for the first five (5) days which  elapse  between the day said
rent is due and two percent (2%) for each  additional five (5) days which elapse
until rent is actually received by Landlord.

In the event any rent check is returned unpaid for insufficient funds or for any
other  reason,  Tenant  will  pay a bad  check  charge  of one  hundred  dollars
($100.00);  thereafter,  Landlord shall have the right to require all subsequent
rent payments to be made by certified funds.

ARTICLE IV:    ADDITIONAL RENT

Tenant  shall be solely  responsible  for the  payment  of  Tenant's  janitorial
services.  Landlord shall be responsible for base operating  expense,  utilities
and major repairs (i.e.,  compressor  breaks) providing such repairs are not due
to  the  negligence  of  the  Tenant.  Tenant  shall  also  be  responsible  for
replacement  of light bulbs and broken windows in the demised  premises.  Tenant
will, at all times keep sufficient heat in the demised premises,  to prevent the
pipes from freezing.  Landlord is responsible for providing  working lights with
recent light bulbs.

In the event that Landlord  subsequently  consents to a sublease or  assignment,
twenty-five  percent  (25%)  of any  gross  profit  on  subleasing  of  space or
assignment of this lease or any portion of the demised  premises,  if allowed by
Landlord will go to Tenant.  "Gross  Profit" is hereby defined as the difference
between the Base Rental due to Landlord  and the rental due to Tenant  herein by
its subtenant or assignee (based upon square footage).

Any deficiency in security deposit,  service charges,  bad check charges and any
expenses  that  Landlord  pays on  behalf of Tenant  are the  responsibility  of
Tenant.

ARTICLE V:     WINDOW TREATMENT

Not applicable.

ARTICLE VI:    DELAY IN DELIVERY OF POSSESSION

If Landlord  cannot deliver  possession to Tenant on the date that this lease is
to commence, Landlord shall not be liable to Tenant for such failure.

<PAGE>

ARTICLE VII:   LAWFUL USES

No nuisance will be permitted on or about the demised premises; nothing shall be
done upon or about the demised premises which shall be unlawful, improper, noisy
or offensive,  or contrary to any law,  ordinance,  regulation or requirement of
any  public  authority  or  insurance  inspection  or rating  bureau or  similar
organization  having  jurisdiction,  or which may be  injurious  to or adversely
affect the quality or tone of the  demised  premises.  Tenant  will  procure all
licenses  and  permits  which may be  required  for any use made of the  demised
premises, or before making any alterations,  additions or improvements (provided
Tenant has first  secured  the  written  approval  of  Landlord)  which  require
municipal approval,  and any required minor site plan  modifications,  variances
and the  like,  all at  Tenant's  sole  cost  and  expense.  Landlord  will  not
unreasonably withhold its consent to such applications.

ARTICLE VIII:  CONDITION OF DEMISED PREMISES

Landlord makes no  representation  as to the condition of the demised  premises;
Tenant has had the  opportunity  to examine  the  demised  premises  in order to
satisfy  itself as to the  condition  thereof  and the  fitness  of the  demised
premises for Tenant's use.

ARTICLE IX:    REPAIRS

Landlord  agrees  that it will,  during the term of this lease or any  extension
hereof,  make all  repairs to the demised  premises  which may be  necessary  to
maintain  the same in good repair and  condition or which may be required by any
present or future laws,  ordinances,  regulations or  requirements of any public
authorities having jurisdiction, and will yield up the demised premises in broom
clean and good repair and  condition.  Tenant will not be liable for normal wear
and tear.  Landlord will be  responsible  for HVAC units,  roof,  structural and
exterior  repairs  except  for broken  windows  and  damage  caused by  Tenant's
negligence which is the responsibility of Tenant.

ARTICLE X:     LIENS

In the event that any mechanic's lien is filed against the demised premises as a
result of any work  performed  at the demised  premises by Tenant,  Tenant shall
cause the same to be removed of record within fifteen (15) days. Landlord at its
option after thirty (30) days notice to Tenant may terminate  this lease and may
pay the said lien, without inquiring into the validity thereof, and Tenant shall
forthwith   reimburse  Landlord  the  total  expense  incurred  by  Landlord  in
discharging the said lien, as additional rent hereunder.

ARTICLE XI:    NON-LIABILITY OF LANDLORD

Landlord  shall not be  responsible  for the loss of or damage to  property,  or
injury to persons,  occurring in or about the demised premises, by reason of any
existing or future condition,  defect,  matter or thing in said demised premises
or the  property  of which  the  demised  premises  are a part,  or for the act,
omissions  or  negligence  of other  persons  or  tenants  in and about the said
property.  Tenant agrees to indemnify and save Landlord harmless from all claims
and liability for losses or damage to property, or injuries to persons occurring
in or about the demised premises.

ARTICLE XII:   INSPECTION

Landlord,  or its agents,  shall have the right to enter the demised premises at
reasonable  hours in the day or night to examine the same with advance notice or
to exhibit the same to prospective or tenants and put upon the demised  premises
a suitable "For Lease" sign. During the demised term,  Landlord,  or its agents,
may similarly exhibit the demised premises to prospective tenants.

<PAGE>

ARTICLE XIII:  HOLD HARMLESS AND INSURANCE

A.   Tenant  agrees to save  Landlord  harmless  from,  and  indemnify  Landlord
     against, to the extent permitted by law, any and all injury, loss or damage
     and any and all claims for injury,  loss or damage of  whatever  nature (i)
     caused by or resulting  from any act,  omission or negligence of the Tenant
     or anyone  claiming  under the Tenant  (including  but without  limitation,
     subtenants and  concessionaires  of Tenant and employees and contractors of
     the  Tenant  or  its  subtenants  or  concessionaires),   no  matter  where
     occurring,  or (ii) occurring upon or about the demised premises, no matter
     how caused.  This  indemnity  and hold  harmless  agreement  shall  include
     indemnity  against  all  costs,   expenses  and  liabilities   incurred  in
     connection  with any such injury,  loss or damage or any such claim, or any
     proceeding  brought thereon or the defense  thereof,  including  attorney's
     fees. If Tenant or anyone  claiming under Tenant,  or the whole or any part
     of the  property of Tenant or any  claiming  under Tenant shall be injured,
     lost or suffer damages by theft,  fire, water, steam or in any other way or
     manner,  whether  similar or dissimilar to the  foregoing,  no part of said
     injury,  loss or damage is to be borne by Landlord or its agents unless the
     same shall be caused by or result from the fault or  negligence of Landlord
     or its agents. Tenant agrees that Landlord shall not be liable to Tenant or
     anyone  claiming under Tenant,  for any injury,  loss or damage that may be
     caused by or result from the fault or negligence of any persons or entities
     occupying adjoining premises or any other part of the building.

B.   Tenant  will  at  Tenant's   sole  cost  and   expense   maintain   general
     comprehensive  public  liability  insurance  with  respect  to the  demised
     premises and it  appurtenances,  both naming the Landlord and any mortgagee
     requested by the Landlord to be included as an additional  insured.  Tenant
     will provide Landlord with a Certificate of Insurance.  Liability insurance
     shall be in amounts not less than one million dollars  ($1,000,000.00) with
     respect to injuries to any one person and not less than one million dollars
     ($1,000,000.00) with respect to injuries suffered in any one accident,  and
     not less than fifty thousand dollars ($50,000.00) with respect to property.
     Tenant  agrees to replace at  Tenant's  expense any and all glass which may
     become broken in and on the demised premises.  Plate glass and mirrors,  if
     any, shall be insured by Tenant at their full insurable  value in a company
     satisfactory  to Landlord.  Said policy shall be the full premium type, and
     shall be deposited with the Landlord or its agent.  Tenant shall deliver to
     Landlord  copies of the said  policies and proof of payment of premiums (if
     requested).

ARTICLE XIV:   NON-RECORDING

This lease shall not be recorded with the County Clerk's office, and any attempt
to do so shall give Landlord the option to terminate the same.

ARTICLE XV:    NON-COMPETITION

If Landlord  subsequent  to the  execution of this Lease  permits  subleasing or
assignment, then Tenant shall not sublease nor assign any portion of the demised
premises to any person or entity which competes with another  tenant's  business
without the written consent of Landlord.

ARTICLE XVI:   LANDLORD TO RECEIVE COPIES OF LEASES, ETC.

If Landlord  subsequent  to the  execution of this Lease  permits  subleasing or
assignment,  then Tenant  shall  supply to Landlord a true copy of every  lease,
sublease, or assignment relating to the demised premises within five (5) days of
executing the same.

ARTICLE XVII:  COMMISSIONS TO BROKER

The Broker representing Tenant and Landlord is Fennelly Associates,  Inc. and no
commission  is due  to  any  other  broker.  Landlord  is  responsible  for  the
commission.

<PAGE>

ARTICLE XVIII: CONDEMNATION

A.   If after the  execution  of this lease and prior to the  expiration  of the
     term of this lease,  the whole of the demised premises shall be taken under
     the power of eminent  domain,  then the term of the lease shall cease as of
     the time  when  Landlord  shall be  divested  of its  title in the  demised
     premises, and base rental,  additional rent, and all other charges shall be
     apportioned as of the time of termination.

B.   If only a part of the  demised  premises  shall be taken under the power of
     eminent  domain,  and if as a  result  thereof,  the + area of the  demised
     premises shall be reduced by more than  twenty-five  percent (25%),  either
     party may at its  election,  terminate the term of this lease by giving the
     other  written  notice of the exercise of its election  within  twenty (20)
     days after it shall  receive  notice of such  taking,  and the  termination
     shall be  effective  as of the time  that  possession  of the part so taken
     shall be required  for public use, and base rent,  additional  rent and all
     other charges shall be apportioned as of the time of termination. If only a
     part of the  demised  premises  shall be taken  under the power of  eminent
     domain and if the term of this lease shall not be  terminated as aforesaid,
     then Landlord shall,  within a reasonable time after possession is required
     for public use, repair and rebuild what may remain of the demised  premises
     so as to put the same into condition for use and occupancy by Tenant, and a
     just  apportionment of the base rental,  and additional rent,  according to
     the  nature  and  extent of the  injury to the  demised  premises  shall be
     calculated.

C.   Landlord  reserves to itself,  and tenant hereby  assigns to Landlord,  all
     rights to damages and other  compensation and awards accruing on account of
     any taking under the power of eminent domain or by reason of any act public
     and quasi-public authority for which damages are payable.  Tenant agrees to
     execute such  instruments  of assignment  as may be reasonably  required by
     Landlord in any proceeding for the recovery of such damages if requested by
     Landlord, and to turn over to Landlord any damages that may be recovered in
     such proceedings. It is agreed and understood,  however, that Landlord does
     not reserve to itself and Tenant does not assign to  Landlord,  any damages
     payable for movable trade fixtures  installed by Tenant at its own cost and
     expense.

ARTICLE XIX:   RIGHT OF RE-ENTRY

A.   1.   If Tenant  shall  default in the payment of rent for fifteen (15) days
          after the rent is due, or

     2.   If Tenant shall default in the  performance or observance of any other
          agreement  or  condition  on its part to be  performed or observed and
          said default  continues for fifteen (15) days after written  notice of
          default from Landlord, or

     3.   If the leasehold  hereby created shall be levied upon,  executed upon,
          taken by attachment, or other process of law, or

     4.   If Tenant or the guarantor of this agreement  shall make an assignment
          for the benefit of creditors, or

     5.   If Tenant or the Guarantor shall be declared bankrupt or insolvent, or

     6.   If any  bankruptcy or insolvency  proceeding  shall be commenced by or
          against  the  Tenant or  guarantor,  and shall not be  vacated  within
          thirty (30) days, or

     7.   If a receiver, trustee, or assignee for the benefit of creditors shall
          be appointed for the whole or any substantial  part of the Tenant's or
          guarantor's property, or

     8.   If Tenant  shall fail to move in and take  possession  of the  demised
          premises  within  thirty (30) days of the  commencement  of this lease
          term, or

<PAGE>

     9.   If the demised  premises shall become vacant or deserted for more than
          fifteen  (15)  days,  then  and in any one or  more  of  such  events,
          Landlord may cancel this lease by written notice to the Tenant and the
          term will terminate on a date to be specified therein, which shall not
          be less than ten (10) days  after the giving of the  notice,  and upon
          the date so  specified,  this lease and the term shall  terminate  and
          come to an end as fully  and  completely  as if such date were the day
          herein  definitely  fixed for the end and expiration of this lease and
          the term,  and  Tenant  shall  then  quit and  surrender  the  demised
          premises to Landlord,  and  Landlord  shall have the right to re-enter
          and take possession,  but Tenant and guarantor shall remain liable for
          all rent and additional  rent to the maximum extent  permitted by law.
          Tenant agrees that in the event that Landlord  exercises such right of
          re-entry,  then, in addition to any other rights, Landlord may receive
          the rents due from any sub-tenants and assignees.

ARTICLE XX:    DESTRUCTION OF PREMISES

In the  event  of  the  destruction  of the  demised  premises  or the  building
containing  the said  premises by fire,  explosion,  the  elements or  otherwise
during  the  term  hereby  created,  or  any  option  period,  or  such  partial
destruction  thereof as to render the demised  premises  wholly  untenantable or
unfit for occupancy, or should the demised premises be so badly injured that the
same  cannot be repaired  within  thirty  (30) days from the  happening  of such
injury,  then and in such case the term hereby created  shall,  at the option of
Landlord,  cease  and  become  null and void  from  the date of such  damage  or
destruction,  and Tenant shall  immediately  surrender said demised premises and
all Tenant's  interest therein to Landlord,  and shall pay rent only to the time
of such  destruction,  in which event  Landlord may re-enter and  repossess  the
demised  premises  thus  discharged  from this lease and may remove all  parties
therefrom.  Should the demised  premises be rendered  untenantable and unfit for
occupancy,  but yet be repairable  within thirty (30) 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  demised  premises  shall  be so  slightly  injured  as not  to be  rendered
untenantable  and unfit for occupancy,  then Landlord  agrees to repair the same
with reasonable promptness and in that case, the rent accrued and accruing shall
not cease or determine.  Tenant shall immediately notify the Landlord in case of
fire or other damage to the demised premises.

ARTICLE XXI:   SUBORDINATION

This lease is  subject  and is hereby  subordinated  to all  present  and future
mortgages,  deeds of trust and other encumbrances affecting the demised premises
or the property of which said  demised  premises  are a part.  Tenant  agrees to
execute, at no expense to Landlord, any instrument which may be deemed necessary
or desirable by Landlord to further  effect the  subordination  of this lease to
any such mortgage, deed of trust or encumbrance.

ARTICLE XXII:  SECURITY

Tenant  shall at all  times  maintain  on  deposit  with  Landlord  a sum of six
thousand and 00/100 dollars  ($6,000.00),  as Security for the full and faithful
performance  by Tenant of all the terms,  covenants and conditions of this lease
upon  Tenant's  part to be  performed,  which said sum shall be returned  within
thirty (30) days to Tenant  after the time fixed as the  expiration  of the term
herein,  provided Tenant has fully and faithfully carried out all of said terms,
covenants and  conditions  on Tenant's  part to be performed.  In the event of a
bona fide sale, subject to this lease, Landlord shall have the right to transfer
the  Security  to the vendee for the  benefit  of Tenant and  Landlord  shall be
considered  released  by  Tenant  from  all  liability  for the  return  of such
Security; and Tenant agrees to look to the new landlord solely for the return of
the said  Security,  and it is agreed that this shall apply to every transfer or
assignment made of the Security to a new landlord.  The Security deposited under
this lease shall not be mortgaged,  assigned or encumbered by Tenant without the
written consent of Landlord. Security shall be due and payable upon execution of
this lease by Tenant.

<PAGE>

ARTICLE XXIII: EFFECTIVENESS OF LEASE

No rights are to be  conferred  upon Tenant  until this lease has been signed by
Landlord, and an executed copy of the lease has been delivered to Tenant.

ARTICLE XXIV:  NON-WAIVER OF RIGHTS

The failure of either party to this lease to insist upon strict  performance  of
any  portion of this  lease  shall not be deemed to be a waiver of any rights or
remedies either party may have.

ARTICLE XXV:   SUITS AND ATTORNEY FEES

Tenant shall pay all cost of  proceedings  by Landlord for the recovery of rents
or additional rents or for the recovery of possession of the demised premises or
for the enforcement of any of the terms and conditions of this lease,  including
reasonable attorney fees.  Reasonable attorney fees are hereby agreed to be five
hundred  dollars  ($500.00)  per court  appearance  for any  tenancy  dispossess
action;  thirty-three  and  one-third  percent  (33 1/3%) of amount  due for any
breach of contract action.

ARTICLE XXVI:  CAPTIONS

The captions are inserted only for  reference.  They in no way define,  or limit
the scope nor the intent of any provisions of this lease.

ARTICLE XXVII: ILLEGAL PROVISION

Should any  provision  of this lease be found to be void or  contrary  to public
policy,  then  such  provision  shall be deemed  deleted  from the  lease.  Such
deletion shall not affect the validity of the remaining provisions of this lease
which shall remain in full force and effect.

ARTICLE XXVIII: REMEDIES

In case of any default, re-entry,  termination,  expiration and/or dispossess by
summary proceeding or otherwise (1) rent shall be due and paid up to the time of
such re-entry,  dispossess,  or termination;  (2) Landlord may, but shall not be
obligated  to  relet  the  demised  premises  or any  part  thereof,  either  in
Landlord's  name or  Tenant's  name,  for such  term  which may be less than the
balance of the term of the lease then in effect, may grant concessions;  and (3)
Tenant  shall  remain  liable at the  option of  Landlord  for each month of the
period  which would  otherwise  have  constituted  the balance of the term.  The
foregoing rights and remedies are not intended to be exclusive but as additional
to all rights and remedies Landlord would otherwise have by law.

ARTICLE XXIV:  CONSTRUCTION

Although  this lease is  prepared  by the  attorney  for  Landlord,  it has been
reviewed and approved by the attorney for Tenant.  In the event any provision is
found to be ambiguous, said ambiguity shall not be construed against Landlord or
Tenant.

ARTICLE XXX:   WRITTEN LEASE

This lease consisting of eight (8) pages, may not be changed orally. The parties
have made no other promises except those contained in this lease.

<PAGE>

ARTICLE XXXI:  ADDITIONAL PROMISES OR REPRESENTATIONS OF LANDLORD

Landlord makes no additional promises or representations.

ARTICLE XXXII:  INCREASE OVER THE BASE YEAR

Not applicable.

ARTICLE XXXIII: UTILITIES

Landlord will furnish  heating,  ventilating and air conditioning to the demised
premises.  Tenant will have its own  controls in the demised  premises  and will
maintain  the  temperatures  within  the  demised  premises  at  normal  working
condition temperatures during business hours. Tenant will adjust the temperature
settings  to reduce  utility  consumption  when the demised  premises  are to be
unoccupied for any length of time.

ARTICLE XXXIV: OPTION TO RENEW

Provided  Tenant is not in default under any  conditions  of this Lease,  Tenant
shall  be  provided  one (1) one (1) year  renewal  option  at a rental  rate of
$18.00/S.F.  including  utilities  ($2,250.00 monthly) for the demised premises.
Tenant must provide Landlord with written notice of its intent to renew no later
than  ninety  (90)  days  prior  to the  expiration  of the  original  term.  No
additional Security will be required.

ARTICLE XXXV:  ORIGINAL CONDITION

Upon vacating  space,  Tenant will restore the demised  premises to its original
state, including removing Tenant's fixtures considering normal wear and tear. If
Tenant  does not remove  same,  then  Landlord  will have the right to do so and
charge Tenant.

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

                                        /s/ Christopher Jerjian
                                        --------------------------------
                                        Mr. Christopher Jerjian
                                        Manager/Owner
                                        IBIS GROUP



                                        /s/ Charles Lombardo
                                        --------------------------------
                                        Mr. Charles Lombardo
                                        Chief Executive Officer
                                        MULTI SOFT, INC.