LEASE AGREEMENT

This Agreement is made on the 18th day of September, 1996,

B E T W E E N :	LIVINGSTON CORPORATE PARK 
ASSOCIATES, L.L.C.
			A Limited Liability Company of the State 
of	New 
Jersey
			820 Morris Turnpike, Suite 301, Short 
Hills, New 
Jersey 07078
			(hereinafter referred to as "Landlord"),

A N D :	RYAN, BECK & COMPANY, INC.
		80 Main Street, West Orange, New Jersey 
07052
		(hereinafter referred to as "Tenant").

W I T N E S S E T H :

1. 	PREMISES, TERM AND USE. 

(a) 	The Landlord does hereby lease to the Tenant, and the 
Tenant does 
hereby rent from the Landlord the following described premises: 
approximately 
34,948 rentable square feet of space as shown on the floor plan 
attached hereto 
as Exhibit A (consisting of 24,246 rentable square feet on the 
third floor, and 
approximately 10,702 rentable square feet on the second floor, 
hereinafter 
referred to as the "Demised Premises") in the office building 
located at 220 
South Livingston Avenue, Livingston, New Jersey (the 
"Building"), for a term 
of ten (10) years, commencing on the date set forth in 
Paragraph l(b) herein, 
(the "Commencement Date") and ending ten (10) years later, to 
be used and 
occupied only and for no other purpose than general, 
administrative and 
executive offices, and any lawfully permitted use.

(b) 	The Commencement Date shall be defined as follows:

(1) 	In the event that Landlord shall not perform the Tenant 
Improvements 
(as defined in Paragraph 39 herein), the Commencement Date 
shall be that date 
which is one hundred eighty (180) days from the date that 
Landlord notifies 
Tenant that the Demised Premises will be available. However, 
despite the date 
of said notice from Landlord to Tenant, the notice shall be 
effective as of the 
first day of the calendar month following the month in which 
said notice was 
provided to Tenant.

(2) 	In the event that Landlord shall perform the Tenant 
Improvements (as 
defined in Paragraph 39 herein), then upon completion of 
Tenant's plans, 
Landlord and Tenant shall create a construction schedule, and 
the 
Commencement Date shall be the date of substantial completion 
of the Tenant 
Improvements and issuance of a Certificate of Occupancy 
(Temporary, 
Conditional or Permanent) for the Demised Premises. In the 
event that 
Landlord is unable to deliver the Demised Premises within 
fourteen (14) days 
after the Commencement Date as set forth in the construction 
schedule, Tenant 
shall be entitled to a two (2) day rent abatement for each day or 
part thereof 
that Landlord is delayed in delivering the Demised Premises, 
beginning on the 
fifteenth (15th) day after the Commencement Date as set forth 
in the 
construction schedule.

(c) 	It is understood and agreed by and between the parties 
hereto that the 
Landlord is providing Tenant with six (6) months notice of the 
anticipated 
occupancy of the Demised Premises in order that Tenant may 
provide notice to 
its current Landlord. However, it is intended that the actual 
time for completion 
of the Tenant Improvements (whether performed by Landlord 
or Tenant) shall 
be ninety (90) days from the date that the Demised Premises 
become vacant.

(d) 	In the event that Landlord shall perform the Tenant 
Improvements, 
Tenant shall be entitled to enter the Demised Premises 
commencing sixty (60) 
days prior to the Commencement Date (as set forth on the 
construction 
schedule referred to in subparagraph (b)(ii) above), for the 
purpose of 
installation of telephone and computer wiring/cabling. 
However, Tenant shall 
not interfere with Landlord's construction during such early 
entry.

2. 	PAYMENT OF RENT. 

Commencing on the Commencement Date, Tenant covenants 
and agrees to pay 
to the Landlord, as rent for and during the term hereof, the sum 
of Five Million 
Eight Hundred Seventy-One Thousand Two Hundred Sixty-
Four and 00/100 
($5,871,264.00) Dollars, payable as follows:

(a) 	During the first, through, to and including the second 
year of the 
initial term of this Lease, the sum of Five Hundred Twenty-Four 
Thousand Two 
Hundred Twenty and 00/100 ($524,220.00) Dollars Per 
Annum; Forty-Three 
Thousand Six Hundred Eighty-Five and 00/100 ($43,685.00) 
Dollars Per 
Month, due and payable on the first day of each calendar 
month.

(b) 	During the third, through, to and including the fifth year 
of the initial 
term of this Lease, the sum of five Hundred Fifty-Nine 
Thousand One Hundred 
Sixty-Eight and 00/100 ($559,168.00) Dollars Per Annum; 
Forty-Six Thousand 
Five Hundred Ninety-Seven and 33/100 ($46,597.33) Dollars 
Per Month, due 
and payable on the first day of each calendar month.

(c) 	During the sixth, through, to and including the tenth 
year of the initial 
term of this Lease, the sum of Six Hundred Twenty-Nine 
Thoustand Sixty-Four 
and 00/100 ($629,064.00) Dollars Per Annum; Fifty-Two 
Thousand Four 
Hundred Twenty-Two and 00/100 ($52,422.00) Dollars Per 
Month, due and 
payable on the first day of each calendar month.

Notwithstanding anything to the contrary contained herein, 
basic rent for the 
first month of the initial term of this Lease shall be due and 
payable upon 
execution of this Lease. Said rent shall accrue interest from the 
date same is 
provided to Landlord until the Commencement Date, and all 
accrued interest 
shall be equally divided between Landlord and Tenant.

3. 	LATE PAYMENTS. 

In the event that payment of rent is not received by Landlord by 
the fifteenth 
(15th) day of each month, Tenant shall pay, as additional rent, a 
late charge 
equal to five (5) percent of the late payment. Landlord shall be 
entitled to the 
same remedies for non-payment of late charges as for non-
payment of rent. 
Notwithstanding anything to the contrary contained herein, 
however, said late 
charge shall not be effective until the second late payment 
during any twelve 
(12) month period.

4. 	REPAIRS AND CARE. 

(a) 	The Demised Premises shall be delivered to Tenant on 
the 
Commencement Date in "as is" condition, subject to the terms 
of Paragraph 41 
herein. The Tenant has examined the Demised Premises and has 
entered into 
this Lease without any representation on the part of the 
Landlord as to the 
condition thereof. The Tenant shall take good care of the 
Demised Premises 
and shall, at the Tenant's own cost and expense, make all 
nonstructural repairs, 
including painting and decorating, and shall maintain the 
Demised Premises in 
good condition and state of repair. The Tenant shall neither 
encumber nor 
obstruct the sidewalks, driveways, yards, entrances, hallways 
and stairs. The 
Tenant shall not place a load upon any floor of the Demised 
Premises 
exceeding the floor load per square foot area which it was 
designed to carry and 
which is allowed by law. Landlord reserves the right to 
prescribe the weight 
and position of all safes.

(b) 	Not later than the last day of the term, Tenant shall, at 
Tenant's 
expense, remove all Tenant's personal property and those 
improvements made 
by Tenant which have not become the property of Landlord, 
including, but not 
limited to trade fixtures, moveable paneling and the like; repair 
all injury done 
by or in connection with the installation or removal of said 
property and 
improvements; and surrender the Demised Premises in as good 
condition as 
they were at the beginning of the term, excepting reasonable 
wear and damage 
by fire, the elements, casualty, or other cause not due to the 
misuse or neglect 
by Tenant, Tenant's agents, servants, visitors or licensees. All 
other property of 
Tenant remaining on the Demised Premises after the last day of 
the term or 
earlier termination of this Lease shall be conclusively deemed 
abandoned and 
may be removed by Landlord, and Tenant shall reimburse 
Landlord for the cost 
of such removal. Landlord may have any such property stored 
at Tenant's risk 
and expense. It is intended that any improvements made to the 
Demised 
Premises which become affixed to the Demised Premises shall 
become the 
property of Landlord, and any improvements which are 
moveable shall remain 
the property of Tenant. It is hereby agreed between the parties 
hereto that, in 
the event Tenant installs an interior staircase within the 
Demised Premises, 
said staircase shall remain at the conclusion or earlier expiration 
of the Lease, 
and Tenant shall not be required to remove the staircase.

5. 	COMPLIANCE WITH LAWS. 

The Tenant shall promptly comply with all laws, ordinances, 
rules, regulations, 
requirements and directives of the Federal, State and Municipal 
Governments 
or Public Authorities and of all their departments, bureaus and 
subdivisions, 
applicable to and affecting the said Demised Premises, their use 
and occupancy, 
for the correction, prevention and abatement of nuisances, 
violations or other 
grievances in, upon or connected with the said Demised 
Premises, during the 
term hereof; and shall promptly comply with all orders, 
regulations, 
requirements and directives of the Board of Fire Underwriters 
or similar 
authority and of any insurance companies which have issued or 
are about to 
issue policies of insurance covering the said Demised Premises 
and its contents, 
for the prevention of fire or other casualty, damage or injury, at 
the Tenant's 
own cost and expense. Tenant shall observe and comply with 
the rules and 
regulations hereinafter set forth in Exhibit B, attached hereto 
and made a part 
hereof by this reference, and with such further reasonable rules 
and regulations 
as Landlord may prescribe, upon written notice to Tenant, for 
the safety, care 
and cleanliness of the Building and the comfort, quiet and 
convenience of other 
occupants of the Building. Landlord represents that, to the best 
of its 
knowledge, as of the Commencement Date the Demised 
Premises and Building 
are in compliance with all Federal, State and local laws and 
regulations 
including, but not limited to, the Americans with Disabilities 
Act. Landlord 
shall be responsible for maintaining compliance with the 
Americans with 
Disabilities Act for the Building and the Demised Premises 
during the term of 
this Lease, provided that Tenant does not make any alterations 
which take the 
Demised Premises out of compliance. In such case, Tenant shall 
be responsible 
for bringing the Demised Premises into compliance with the 
Americans with 
Disabilities Act.


6. 	ALTERATIONS AND IMPROVEMENTS. 

No alterations, additions or improvements shall be made, and 
no climate 
regulating, air conditioning, cooling, heating or sprinkler 
systems, television or 
radio antennas, heavy equipment, apparatus and fixtures, shall 
be installed in 
or attached to the Demised Premises, without the prior written 
consent of the 
Landlord. Notwithstanding the foregoing, however, during any 
twelve (12) 
month period, Tenant shall be entitled to make non-structural 
alterations within 
the Demised Premises up to the amount of $100,000.00, upon 
at least ten (10) 
business days prior written notice to Landlord. Any alterations 
proposed by 
Tenant in excess of the foregoing amount shall be subject to 
Landlord's prior 
written consent, which consent shall not be unreasonably 
withheld or delayed. 
In addition, Tenant shall be entitled to install additional HVAC 
equipment 
and/or communication devices on the roof of the Building, 
subject to Landlord's 
prior written consent, which shall not be unreasonably withheld 
or delayed. 
However, Landlord's failure to consent due to aesthetic reasons 
shall not be 
considered unreasonable. Any alterations or improvements to be 
performed by 
Tenant pursuant to this Paragraph shall be at Tenant's sole cost 
and expense, 
and Tenant shall obtain all necessary approvals and/or permits 
from all 
governmental authorities having jurisdiction over the premises. 
Unless 
otherwise provided herein, all such alterations, additions or 
improvements and 
systems, when made, installed in or attached to the said 
Demised Premises, 
shall belong to and become the property of the Landlord and 
shall be 
surrendered with the Demised Premises and as part thereof 
upon the expiration 
or sooner termination of this Lease, without hindrance, 
molestation, injury or 
charge to Landlord. At the conclusion of the Lease term or 
earlier expiration of 
this Lease, Tenant shall be responsible for all restoration costs 
for alterations, 
additions and improvements which have not been permanently 
affixed to the 
Demised Premises, including, but not limited to movable 
furniture, equipment 
and/or roof top telecommunications equipment.

7. 	TENANT'S LIABILITY INSURANCE. 

Tenant shall provide, at Fits own expense, and keep in force 
during the term of 
this Lease and any renewal terms, general comprehensive 
liability insurance 
with an insurance company licensed to do business in the State 
of New Jersey, 
selected by Tenant and reasonably acceptable to Landlord, and 
in an amount 
reasonably required by Landlord, but in any event not less than 
$1,000,000.00 
with respect to injury or death to any one person and 
$3,000,000.00 with 
respect to injury or death to more than one person in any one 
accident or other 
occurrence, and $1,000,000.00 with respect to damage to 
property. Such policy 
or policies shall include Landlord, as additional insured. Tenant 
agrees to 
deliver certificates evidencing such insurance to Landlord within 
thirty (30) 
days of the date of execution of this Lease and within thirty (30) 
days after the 
date of renewal of the policies. Such insurance shall not be 
cancelable without 
thirty (30) days prior written notice to Landlord.

8. 	TENANT'S CASUALTY INSURANCE. 

During the term of this Lease, and any renewal terms, Tenant 
shall cause its 
improvements to the Demised Premises to be insured for the 
benefit of Tenant, 
against loss or damage by fire and customary extended 
coverage in an amount 
equal to the replacement value thereof, if insurance in such 
amount is available. 
Tenant agrees to deliver a certificate evidencing such insurance 
to Landlord 
within thirty (30) days of the date of execution of this Lease.

9. 	DAMAGE OR DESTRUCTION BY FIRE OR OTHER 
CASUALTY. 

(a) 	If the Building is damaged by fire or other casualty to 
such extent that 
the cost of restoration, as determined by an insurance adjustor 
licensed in the 
State of New Jersey, will equal or exceed fifty (50) percent of 
the replacement 
value of the Building (exclusive of foundations) just prior to the 
occurrence of 
the damage, then either Landlord or Tenant may, within sixty 
(60) days from 
the date of the damage, give the other party a written notice of 
election to 
terminate this Lease, effective thirty (30) days from the date of 
such notice. 
However, in the event that neither party terminates this Lease in 
such 
circumstance, then the basic rent and additional rent shall be 
abated in direct 
proportion to that amount of square footage in the Demised 
Premises which 
cannot be used by Tenant for the purposes set forth in 
Paragraph 1 herein, 
which abatement shall be effective as of the date of the casualty. 
In addition, 
Landlord shall be responsible for making restoration within one 
hundred eighty 
(180) days after the date of the damage, subject to Force 
Majeure. In the event 
that restoration is not made within said time period, Tenant 
shall have the right 
to terminate this Lease, upon thirty (30) days written notice to 
Landlord. 
Notwithstanding anything to the contrary contained herein, if 
the casualty 
occurs in a manner that affects telephones, computers, 
electronic equipment 
and the like such that Tenant is unable to conduct its business, 
then the entire 
rent shall be abated as of the date of the casualty until such time 
as these 
essential services have been restored.

(b) 	If the Building is damaged by fire or other casualty to 
such extent that 
the cost of restoration, as determined by an insurance adjustor 
licensed in the 
State of New Jersey, will be less than (50) percent of the 
replacement value of 
the Building (exclusive of foundations) just prior to the 
occurrence of the 
damage, then the basic rent and additional rent shall be abated 
in direct 
proportion to that amount of square footage in the Demised 
Premises which 
cannot be used by Tenant for the purposes set forth in 
Paragraph 1 herein. In 
addition, Landlord shall be responsible for making restoration 
within one 
hundred eighty (180) days after the date of the damage, subject 
to Force 
Majeure. In the event that restoration is not made within said 
time period, 
Tenant shall have the right to terminate this Lease, upon thirty 
(30) days 
written notice to Landlord. Notwithstanding anything to the 
contrary contained 
herein, if the casualty occurs in a manner that affects 
telephones, computers, 
electronic equipment and the like such that Tenant is unable to 
conduct its 
business, then the entire rent shall be abated as of the date of 
the casualty until 
such time as these essential services have been restored.

10. 	WAIVER OF SUBROGATION. 

Landlord and Tenant shall obtain, for each policy of insurance 
secured by them 
regarding the Demised Premises, or any Property located 
therein, whether 
required by this Lease or in addition to that which is required by 
this Lease, an 
appropriate clause therein or endorsement thereon, pursuant to 
which such 
insurance company waives subrogation or consents to the 
waiver of the right of 
one party to recover against the other.

11. 	INCREASE OF INSURANCE RATES. 

If by reason of the use to which the Demised Premises are put 
by the Tenant or 
character of or the manner in which the Tenant's business is 
carried on, the 
insurance rates for fire and other hazards shall be increased, the 
Tenant shall 
upon demand, pay to the Landlord, as rent, the amounts by 
which the 
premiums for such insurance are increased. Such payment shall 
be paid with 
the next installment of rent but in no case later than thirty (30) 
days after such 
demand, whichever occurs sooner.

12. 	ASSIGNMENT AND SUBLEASE. 

Tenant may assign or sublease the within Lease to any party 
subject to the 
following:

(a) 	In the event that the Tenant desires to sublease the 
whole or any 
portion of the Demised Premises or assign the within Lease to 
any other party, 
the Tenant's intentions shall be communicated to the Landlord 
in writing. 
Landlord shall have the option, exercisable in writing to Tenant 
within sixty 
(60) days after receipt of such notice from Tenant, to recapture 
the within 
Lease, or alternatively, to recapture the Demised Premises, or 
the portion 
thereof Tenant sought to sublet, and this Tenant shall then be 
fully released 
from any and all obligations hereunder.

(b) 	In the event that the Landlord elects not to recapture 
either the Lease 
or the Demised Premises as hereinabove provided, Tenant may 
assign this 
Lease or sublet the whole or any portion of the Demised 
Premises (but not less 
than 2,500 square feet), subject to Landlord's prior written 
consent, which 
consent shall not be unreasonably withheld or delayed, and 
subject to the 
consent of any mortgagee, trust deed holder or ground lessor, 
on the basis of the 
following terms and conditions:

(1) 	The Tenant shall provide to Landlord the name and 
address of the 
proposed assignee or sublessee.

(2) 	The assignee or sublessee shall assume, by written 
instrument, all of 
the obligations of this Lease, and a copy of such assumption 
agreement shall be 
furnished to Landlord within ten (10) days of its execution. Any 
sublease shall 
expressly acknowledge that said sublessee's rights against the 
Landlord shall be 
no greater than those of the Tenant.

(3) 	The Tenant and each assignee shall be and remain liable 
for the 
observance of all the covenants and provisions of this Lease, 
including, but not 
limited to the payment of rent and additional rent reserved 
herein, through the 
entire term of this Lease, as the same may be renewed, extended 
or otherwise 
modified.

(4) 	The Tenant and any assignee shall promptly pay to 
Landlord: (i) one-
half of any consideration received by Tenant for any 
assignment; or (ii) one-
half of the rent, as and when received by Tenant, in excess of 
the rent required 
to be paid by Tenant to Landlord for the area sublet, computed 
on the basis of 
an average square foot rent for the gross square footage Tenant 
has leased. 
However, Tenant shall be entitled to deduct the reasonable 
costs incurred by 
Tenant in connection with the assignment (i.e. construction 
costs, broker 
commissions).

(5) 	In any event, acceptance by Landlord of any rent from 
the assignee, or 
from any of the subtenants, or the failure of Landlord to insist 
upon a strict 
performance of any of the terms, conditions and covenants 
herein shall not 
release Tenant herein, nor any assignee assuming this Lease, 
from any and all 
of the obligations herein during and for the entire term of this 
Lease, as the 
same may be renewed, extended or otherwise modified.
(6) 	Tenant shall be responsible for payment to Landlord of 
Landlord's 
reasonable attorneys' fees and handling costs incurred for each 
request for 
consent to any sublet or assignment, with such payment to be 
made within ten 
(10) business days of written notice from Landlord, but in no 
event beyond the 
effective date of assignment.

(c) 	Notwithstanding anything to the contrary contained 
herein, Tenant 
shall have the right to assign this Lease or sublet the Demised 
Premises, in 
whole or in part, to any parent, affiliate or subsidiary of Tenant 
or in 
connection with a merger of Tenant provided that the surviving 
entity in a 
merger shall have a tangible net worth (determined in 
accordance with 
generally accepted accounting principles) not less than the net 
worth of Tenant 
and its guarantors, if any, as of the date of commencement of 
this Lease.

(d) 	Without limiting any of the provisions of this Lease, if, 
pursuant to the 
Federal bankruptcy Code (hereinafter referred to as the 
"Code"), or any similar 
law hereinafter enacted having the same general purpose, 
Tenant is permitted 
to assign this Lease notwithstanding the restrictions contained 
in this Lease, 
then adequate assurance of future  performance by an assignee 
expressly 
permitted under such Code shall be deemed to mean the deposit 
of cash security 
in an amount equal to the sum of one (1) year's basic rent plus 
an amount equal 
to the additional rent for the calendar year preceding the year in 
which such  
assignment is intended to become effective, which deposit shall 
be held by 
Landlord for the balance of the term of the Lease, without 
interest, as security 
for the full performance of all of Tenant's obligations under this 
Lease, to be 
held and applied in the manner specified for security in 
Paragraph 18.

(e) 	Except as specifically set forth above, no portion of the 
Demised 
Premises or of Tenant' 8 interest in this Lease may be acquired 
by any other 
person or entity, whether by assignment, mortgage, sublease, 
transfer, operation 
of law or act of the Tenant, nor shall Tenant pledge its interest 
in this Lease or 
in any security deposit required hereunder.

13. 	INSPECTION AND REPAIR. 

The Tenant agrees that the Landlord and the Landlord's agents, 
employees or 
other representatives, shall have the right to enter into and upon 
the said 
Demised Premises or any part thereof, at all reasonable hours, 
accompanied by 
a member of Tenant's staff, for the purpose of examining the 
same or making 
such repairs or alterations therein as may be necessary for the 
safety and 
preservation thereof. This clause shall not be deemed to be a 
covenant by the 
Landlord nor be construed to create an obligation on the part of 
the Landlord to 
make such inspection or repairs. In the event that Landlord shall 
enter the 
Demised Premises on an emergency basis, Landlord shall 
attempt to notify 
Tenant's staff prior to such entry; if Landlord is unable to notify 
Tenant' 8 staff, 
Landlord shall make such entry with a member of Landlord's 
executive 
management staff.

14. 	GLASS AND OTHER DAMAGE REPAIRS. 

In case of the destruction of or any damage to the interior glass 
in the Demised 
Premises, or the destruction of or damage of any kind 
whatsoever to the 
Demised Premises, caused by the carelessness, negligence or 
improper conduct 
on the part of the Tenant or the Tenant's agents, employees, 
subtenants, 
assignees or successors, the Tenant shall repair the said damage 
or replace or 
restore any destroyed parts of the Demised Premises, as 
speedily as possible, at 
the Tenant's own cost and expense.

15. 	SIGNS. 

The Tenant shall not place nor allow to be placed any signs of 
any kind 
whatsoever, upon, in or about the Demised Premises or any part 
thereof, except 
of a design and structure and in or at such places as may be 
indicated and 
consented to by the Landlord in writing. Landlord shall place 
Tenant's name: 
(i) on the directory in the lobby; and (ii) the outside directory, if 
any. Tenant 
shall not have the right to have additional names placed on the 
directories 
without Landlord's prior written consent. However, Tenant 
shall have the right, 
at Tenant's sole cost and expense, to place a sign containing its 
company name 
on the two upper corners of the Building closest to the corner 
of South Orange 
Avenue and Eisenhower Parkway. In addition, subject to 
discussions between 
Landlord and Saint Barnabas Medical Center, the neighboring 
property owner, 
Landlord shall use its best efforts to obtain signage rights on 
South Orange 
Avenue for the benefit of Tenant, in order that Tenant may 
place a "V-shaped" 
monument sign on the corner of South Orange Avenue and 
Eisenhower 
Parkway, subject to Landlord's prior written consent, which 
consent shall not be 
unreasonably withheld. In addition to the foregoing, Tenant 
shall have the right 
to place a "V-shaped" monument sign on property owned by 
Landlord on the 
corner of South Orange Avenue and Passaic Avenue, subject to 
Landlord's prior 
written consent, which consent shall not be unreasonably 
withheld. All such 
signs shall be subject to all laws, rules, regulations, orders and 
the like of any 
governmental authorities having jurisdiction over the Building. 
In case the 
Landlord or the Landlord's agents, employees or representatives 
shall deem it 
necessary to remove any such signs in order to paint or make 
any repairs, 
alterations or improvements in or upon the Demised Premises 
or any part 
thereof, they may be so removed, but shall be replaced at the 
Landlord's 
expense when the said repairs, alterations or improvements shall 
have been 
completed. Any signs permitted by the Landlord shall at all 
times conform with 
all municipal ordinances or other laws, ordinances and 
regulations applicable 
thereto. At the conclusion of the Lease term, or earlier 
termination of this 
Lease, Tenant, at Tenant's sole cost and expense, shall remove 
its signs from 
the Building and the property surrounding the Building.

16. 	MORTGAGE PRIORITY. 

This Lease shall not be a lien against the Demised Premises in 
respect to any 
mortgages that may herebefore or hereafter be placed upon said 
premises. The 
recording of such mortgage or mortgages shall have preference 
and precedence 
and be superior and prior in lien to this Lease, irrespective of 
the date of 
recording and the Tenant agrees to execute any instruments, 
without cost, 
which may be deemed necessary or desirable, to further effect 
the subordination 
of this Lease to any such mortgage or mortgages. However, 
Tenant's obligation 
to execute any instruments to evidence subordination of this 
Lease is 
conditioned upon Tenant being provided with a non-disturbance 
agreement 
from the mortgagee. A refusal by the Tenant to execute such 
instruments shall 
entitle the Landlord to the option of canceling this Lease, and 
the term hereof is 
hereby expressly limited accordingly.

Tenant shall promptly comply with all reasonable requests of 
Landlord's 
mortgagee.

17. 	UTILITIES. 

(a) 	Tenant shall have access to the Demised Premises 24 
hours per day, 7 
days per week. Landlord shall provide Tenant with HVAC 
during the Building 
Hours (Monday through Friday, 7:00 a.m. to 7:00 p.m. and 
Saturdays, 7:00 
a.m. to 1:00 p.m., with the following holidays excepted: New 
Years Day, 
Presidents Day, Good Friday, Memorial Day, Independence 
Day, Labor Day, 
Thanksgiving Day and Christmas Day). If Tenant requests any 
or all of the 
above services outside of Building Hours, the same shall be 
provided upon 
advance notice at a cost as follows: (i) during the first, through, 
to and 
including the fifth year of the initial term of this Lease, the sum 
of $30.00 per 
zone per hour; and (ii) during the sixth, through, to and 
including the tenth 
year of the initial term of this Lease, the sum of $34.50 per zone 
per hour. 
Notwithstanding anything to the contrary contained herein, 
however, the 
parties hereto hereby acknowledge that the foregoing fees are 
based upon 
current utility charges. In the event of a material increase in 
utility charges, 
said increase shall be paid by Tenant.

(b) 	In the event that the Demised Premises are separately 
metered, Tenant 
shall be responsible for payment for its electrical usage directly 
to the utility 
company. In the event the Demised Premises are not separately 
metered, 
Tenant shall reimburse Landlord for its electrical usage pursuant 
to an energy 
survey, to be performed (no more than once per Lease year) by 
an energy survey 
company chosen by Landlord, at Tenant's sole cost and 
expense. However, the 
cost of said energy survey shall be reasonable and standard in 
the industry. The 
parties hereto hereby agree that, until the energy survey has 
been conducted, 
Tenant shall reimburse Landlord for its electrical usage at the 
rate of $1.25 per 
rentable square foot per annum, payable monthly.

(c) 	Landlord shall provide (i) janitorial services five (5) 
nights per week; 
(ii) elevator service; and (iii) snow removal.

18. 	EVENTS OF DEFAULT: REMEDIES. 

(a) 	If Tenant does not: (a) within fifteen (15) days after the 
due date 
thereof pay any installment of basic annual rent, additional rent 
or any other 
monetary obligation; or (b) within thirty (30) days after written 
notice from 
Landlord cure a default other than a default in the payment of 
basic annual rent 
or additional rent (provided, however, that such thirty (30) day 
period shall be 
extended if the default is of such a nature that it could not 
reasonably be cured 
within such period of thirty (30) days and Tenant promptly 
commences and 
thereafter diligently pursues the curing of such default), then, in 
any such 
event, Tenant shall be deemed in default under this Lease.

(b) 	If there should occur any default on the part of the 
Tenant as set forth 
in this Lease, or if during the term hereof the Demised Premises 
or any part 
thereof shall be or become abandoned or deserted, vacated or 
vacant, or should 
the Tenant be evicted by summary proceedings or otherwise, 
the Landlord, in 
addition to any other remedies herein contained or as may be 
permitted by law, 
may, without being liable for prosecution therefor, or for 
damages, re-enter the 
Demised Premises and the same have and again possess and 
enjoy, so long as 
such re-entry is in accordance with all applicable laws, orders, 
rules, 
regulations and the like of all governmental authorities having 
jurisdiction over 
the Demised Premises.

(c) 	At any time or from time to time after any such 
expiration or 
termination, the Landlord may, as agent for the Tenant or 
otherwise, re-let the 
Demised Premises, for such term or terms (which may be 
greater or less than 
the period which would otherwise have constituted the balance 
of the term of 
this Lease) and on such conditions (which may include 
concessions or free rent) 
as the Landlord, in its reasonable discretion, may determine, and 
receive the 
rents therefor, applying the same: (i) to the payment of such 
expenses, 
reasonable attorney fees and costs, as the Landlord may have 
been put to in -e-
entering and repossessions the same and in making such repairs 
and alterations 
as may be necessary; and (ii) to the payment of the rents due 
hereunder. The 
Tenant shall remain liable for such rents as may be in arrears 
and also the rents 
as may accrue subsequent to the re-entry by the Landlord, to 
the extent of the 
difference between the rents reserved hereunder and the rents, if 
any, received 
by the Landlord during the remainder of the unexpired term 
hereof, after 
deducting the aforementioned expenses, fees and costs; the 
same to be paid as 
such deficiencies arise and are ascertained each month. 
Landlord shall in no 
way be responsible or liable for any failure to relet the Demised 
Premises or any 
part thereof, or for any failure to collect any rent due upon any 
such reletting.

(d) 	Upon the occurrence of an event of default as set forth 
in this Lease, or 
should the Tenant be adjudicated a bankrupt, insolvent or 
placed in 
receivership, or should proceedings be instituted by or against 
the Tenant for 
bankruptcy, insolvency, receivership, agreement of composition 
or assignment 
for the benefit of creditors, or if this Lease or the estate of the 
Tenant hereunder 
shall pass to another by virtue of any court proceedings, writ of 
execution, levy, 
sale, or by operation of law, the Landlord may, if the Landlord 
so elects, at any 
time thereafter, terminate this Lease and the term hereof, upon 
giving to the 
Tenant or to any trustee, receiver, assignee or other person in 
charge of or 
acting as custodian of the assets or property of the Tenant, five 
(5) days written 
notice of the Landlord's intention so to do. Upon the giving of 
such notice, this 
Lease and the term hereof shall end on the date fixed in such 
notice as if the 
said date was the date originally fixed in this Lease for the 
expiration hereof; 
and the Landlord shall have the right to remove all persons, 
goods, fixtures and 
chattels therefrom, by force or otherwise, without liability for 
damages.

19. 	SURVIVAL OF COVENANTS. 

No expiration or termination of this Lease shall relieve the 
Tenant of its 
liability and obligations under this Lease, and all liability and 
obligations shall 
survive any expiration or termination. In the event of an 
expiration or 
termination, whether or not the Demised Premises, or a portion 
thereof, shall 
have been relet, Tenant shall pay to Landlord the rent up to the 
time of such 
expiration or termination, and thereafter, Tenant, until the 
expiration date as 
stated in Paragraph 1 herein, shall be liable to Landlord for, and 
shall pay to 
Landlord, as and for liquidated and agreed current damages, the 
difference, if 
any, between: (1) the basic annual rental and additional rent as 
stated in this 
Lease; and (2) any rent and additional rent received by Landlord 
from any new 
tenant in the Demised Premises, or a portion thereof.

20. 	REMOVAL OF TENANT'S PROPERTY. 

Any equipment, fixtures, goods or other property of the Tenant, 
not removed by 
the Tenant upon the termination of this Lease, or upon any 
quitting, vacating or 
abandonment of the Demised Premises by the Tenant, or upon 
the Tenant's 
eviction, shall be considered as abandoned and the Landlord 
shall have the 
right, without any notice to Tenant, to sell or otherwise dispose 
of the same, at 
the expense of Tenant, and shall not be accountable to the 
Tenant for any part 
of the proceeds of such sale, if any. In addition, Tenant shall be 
responsible for 
all restoration costs for removal of signs, movable furniture, 
equipment and/or 
roof top telecommunications equipment. It is intended that any 
improvements 
made to the Demised Premises which become affixed to the 
Demised Premises 
shall become the property of Landlord, and any improvements 
which are 
moveable shall remain the property of Tenant.

21. 	REIMBURSEMENT OF LANDLORD. 

If the Tenant shall fail or refuse to comply with or perform any 
conditions and 
covenants of the within Lease, the Landlord may, if the 
Landlord so elects, 
carry out and perform such conditions and covenants, at the 
cost and expense of 
the Tenant, and the said cost and expense shall be payable on 
demand, At the 
option of the Landlord the costs and expenses shall be added to 
the installment 
of rent due immediately thereafter but in no case later than 
thirty (30) days after 
such demand, whichever occurs sooner, and shall be due and 
payable as such. 
This remedy shall be in addition to such other remedies as the 
Landlord may 
have hereunder by reason of the breach by the Tenant of any of 
the covenants 
and conditions in this Lease.

22. 	NON-PERFORMANCE BY LANDLORD. 

This Lease and the obligation of the Tenant to pay the rent 
hereunder and to 
comply with the covenants and conditions hereof, shall not be 
affected, 
curtailed, impaired or excused because of the Landlord's 
inability to supply any 
service or material called for herein, by reason of any act of 
God, riot, civil 
commotion, strikes, lock-out, acts, orders or regulations of 
governmental 
authority, acts or failure to act of the other party, fire, tornado, 
windstorm, 
adverse weather conditions, rule, order, regulation or 
preemption by any 
governmental entity, authority, department, agency or 
subdivision or for any 
delay which may arise by reason of negotiations for the 
adjustment of any fire 
or other casualty loss or for any cause beyond the control of 
Landlord.

23. 	NON-LIABILITY OF LANDLORD. 

Unless due to the negligence of Landlord, its agents or 
employees, the Landlord 
shall not be liable for any damage or injury which may be 
sustained by the 
Tenant or any other person, as a consequence of the failure, 
breakage, leakage 
or obstruction of the water, plumbing, steam, sewer, waste or 
soil pipes, roof, 
drains, leaders, gutters, valleys, downspouts or the like or of the 
electrical, gas, 
power, conveyor, refrigeration, sprinkler, air-conditioning or 
heating systems, 
elevators or hoisting equipment; or by reason of the elements; 
or resulting from 
the carelessness, negligence or improper conduct on the part of 
any other 
Tenant or this Tenant or any other Tenant's agents, employees, 
guests, 
licensees, invitees, subtenants, assignees or successors; or 
attributable to any 
interference with, interruption of or failure, beyond the control 
of the Landlord, 
of any services to be furnished or supplied by the Landlord.

24. 	NON-WAIVER BY LANDLORD. 

The various rights, remedies, options and elections of the 
Landlord, expressed 
herein, are cumulative, and the failure of the Landlord to 
enforce strict 
performance by the Tenant of the conditions and covenants of 
this Lease or to 
exercise any election or option or to resort or have recourse to 
any remedy 
herein conferred or the acceptance by the Landlord of any 
installment of rent 
after any breach by the Tenant, in any one or more instances, 
shall not be 
construed or deemed to be a waiver or a relinquishment for the 
future by the 
Landlord of any such conditions and covenants, options, 
elections or remedies, 
but the same shall continue in full force and effect.

25. 	HAZARDOUS SUBSTANCES. 

(a) 	Tenant agrees not to generate, store, manufacture, 
refine, transport, 
treat, dispose of, or otherwise permit to be present on or about 
the Demised 
Premises any Hazardous Substances. As used herein, 
Hazardous Substances 
shall be defined as any "hazardous chemical," "hazardous 
substance" or similar 
term as defined in the Comprehensive Environmental 
Responsibility 
Compensation and Liability Act, as amended (42 U.S.C. 9601, 
et seq.), the 
New Jersey Industrial Site Recovery Act, as amended (N.J.S.A. 
13 : 1K- 6 et 
sea ), the New Jersey Spill Compensation and Control Act, as 
amended 
(N.J.S.A. 58:10-23.11b et sec.), any rules or regulations 
promulgated 
thereunder, or in any other applicable federal, state or local law, 
rule or 
regulation dealing with environmental protection. It is 
understood and agreed 
that the provisions contained in this Paragraph shall be 
applicable 
notwithstanding the fact that any substance shall not be deemed 
to be a 
Hazardous Substance at the time of its use by the Tenant but 
shall thereafter be 
deemed to be a Hazardous Substance. Tenant agrees to 
indemnify and hold 
harmless the Landlord and each mortgagee of the Demised 
Premises from and 
against any and all liabilities, damages, claims, losses, 
judgments, causes of 
action, costs and expenses (including reasonable attorneys' fees) 
which may be 
incurred by Landlord or any such mortgagee or threatened 
against the Landlord 
or such mortgagee, relating to or arising out of any breach by 
Tenant of the 
terms of this Paragraph, said indemnity to survive the expiration 
or earlier 
termination of this Lease.

(b) 	Within thirty (30) days of request therefor by Landlord, 
Tenant shall 
provide Landlord with: (i) its Standard Industrial Classification 
Number (said 
Standard Industrial Classification number to be obtained by 
reference to the 
then current Standard Industrial Classification Manual prepared 
and published 
by the Executive Office of the President, Office of Management 
and Budget or 
the successor or such publications); and (ii) an opinion letter 
from the DEP (or 
such other agency or body as shall then have jurisdiction over 
ISRA matters) in 
a form satisfactory to Landlord's counsel, stating the ISRA does 
not then apply 
to Tenant, Tenant's use and occupancy of the Demised 
Premises.

(c) 	Landlord hereby represents that, to the best of its 
knowledge, the 
Demised Premises and the Building comply with all applicable 
health and 
safety standards, including, but not limited to, environmental 
requirements of 
all Federal, State and local authorities having jurisdiction over 
the premises.

26. 	REAL ESTATE TAXES. 

Commencing no earlier than the second year of the term hereof, 
upon receipt of 
written notification, Tenant shall pay, as additional rent, its 
proportionate share 
of the increased real estate taxes assessed or imposed on the 
property over the 
base year (base year shall be defined as the first twelve (12) 
months of Tenant's 
occupancy, adjusted to reflect a 100% assessed and occupied 
building). Such 
additional rent shall be paid monthly or quarterly, as designated 
by Landlord. 
Landlord shall be entitled to the same remedies for non-payment 
of additional 
real estate taxes as for non-payment of rent. Tenant's liability 
for such increase 
in real estate taxes shall be imposed whether the increase is due 
to an increase 
in the tax rate or valuation or both, but not for a tax increase 
which arises as a 
result of the sale of the Building. Tenant's proportionate share 
shall be 
determined by dividing the area of the Demised Premises by the 
total amount of 
leasable floor area in the Building. Tenant' 9 proportionate 
share is hereby 
defined as 41.15k. Notwithstanding anything to the contrary 
contained herein, 
Tenant hereby acknowledges that the property is currently the 
subject of a tax 
appeal. Upon resolution of the appeal, the amount of the taxes 
for base year 
purposes shall be adjusted accordingly. 

(*However, in the event that Landlord shall enter into a 
settlement of the tax 
appeal, then such additional rent required to be paid by Tenant 
pursuant to this 
Paragraph shall be limited to an amount that will not be 
increased by more than 
ten (10) percent per year during the life of the settlement. For 
example, in the 
event that the tax appeal is settled such that, within the 
settlement period taxes 
for the Base Year shall be $200,000 and taxes for the first year 
following the 
Base Year are increased by fifteen (15) percent to $230,000.00, 
Tenant shall 
only be required to pay its proportionate share (41.158) of 
$20,000.00 rather 
than $30,000.00 representing a ten (10) percent increase in the 
taxes on the 
property over the base year. To illustrate further, in the second 
year following 
the Base Year, if taxes on the property are increased by an 
additional ten (10) 
percent to a total of $253,000.00, Tenant shall be required to 
pay its 
proportionate share (41.15%) of $22,000.00 which represents a 
ten (10) percent 
increase over the previous year in Tenant's obligation to pay 
such additional 
rent as set forth in this Paragraph. The foregoing applies only in 
the event of a 
settlement of a tax appeal and only during the life of the 
settlement.

Further, in the event that Landlord shall file an appeal of the 
1997 taxes on the 
property, Tenant shall not be responsible for the payment of 
such additional 
rent representing its proportionate share of tax increases over 
the Base Year for 
a period of two years following said appeal, unless the 
increase(s) is due to 
either a general rate increase by the Township or an added 
assessment due to 
improvements to the building.)

27. 	MAINTENANCE. 

Commencing no earlier than the second year of the term hereof, 
upon receipt of 
written notification, Tenant shall pay, as additional rent, its 
proportionate share 
of the increase in operating expenses incurred by Landlord over 
the base year 
(base year shall be defined as the first twelve (12) months of 
Tenant's 
occupancy, adjusted to reflect a 95W occupied building). Such 
additional rent is 
to be paid quarterly, and shall be determined by dividing the 
area of the 
Demised Premises by the total amount of area in the Building. 
Tenant's 
proportionate share is hereby defined as 41.15%. For purposes 
of this Lease, 
expenses for maintaining and operating the Building shall mean 
and include 
those expenses incurred in respect to the operation and 
maintenance of the 
Building (excluding real estate taxes) in accordance with 
accepted principles of 
sound management and accounting practices as applied to the 
operation and 
maintenance of non-institutional, first class office buildings, 
including, but not 
limited to, expenses for heat, water, snow removal, landscaping, 
insurance and 
janitorial services. However, all capital repairs, replacements 
and 
improvements shall be the sole responsibility of Landlord and 
the costs thereof 
shall not be included in the operating expenses referred to 
herein.

28. 	CONDEMNATION AND EMINENT DOMAIN. 

(a) 	In the event of a taking for any public or quasi-public 
use or purpose, 
by any lawful power or authority, by exercise of the right of 
condemnation or 
eminent domain, or by agreement between Landlord and those 
having the 
authority to exercise such right (hereinafter called a "Taking") 
of the entire 
Demised Premises or such substantial portion thereof so that 
the balance of the 
Demised Premises is not suitable for the conduct of Tenant's 
normal business 
operations therein, then this Lease and the terms hereof shall 
cease and expire 
on the date of transfer of possession in connection with the 
Taking.

(b) 	In the event of a Taking of any portion of the Demised 
Premises as a 
result of which this Lease is not terminated as provided above, 
or a Taking of 
more than forty (40W) percent of the leasable space at the 
Building (whether or 
not any portion of Demised Premises is included in the Taking), 
or a permanent 
denial or substantial impairment of adequate access to the 
Building and 
Demised Premises, then, in such event, Landlord or Tenant 
may, at its option, 
terminate this Lease by giving notice of termination to the other 
within sixty 
(60) days after receipt by Tenant of notice that the Taking will 
occur, such 
notice of termination to be effective as of the date of transfer of 
possession in 
connection with the Taking.

(c) 	In the event this Lease i8 not terminated pursuant to the 
terms of this 
Paragraph, then Landlord shall promptly commence and with 
due diligence 
continue to restore the portion of the Building and the Demised 
Premises 
remaining after the Taking to substantially the same condition 
and tenantability 
as existed immediately preceding the Taking, to the extent such 
restoration may 
be accomplished with the available net proceeds of the award or 
payment to 
Landlord in connection with the Taking. During the period of 
restoration by 
Landlord, if the Taking or such restoration shall cause a 
material adverse 
impact on Tenant's business at Demised Premises, basic annual 
rent and 
additional rent shall be abated and adjusted in an equitable 
fashion. Upon 
completion of the restoration, basic annual rent and additional 
rent shall also be 
abated and adjusted in such manner as shall be just and 
equitable. In the event 
that Landlord shall fail to commence such restoration as 
hereinabove required, 
or if such restoration shall not be completed within twelve (12) 
months from 
and after the date of transfer of possession in connection with 
Taking, then, in 
either such event, Tenant shall have the right, as its exclusive 
remedy, to 
terminate this Lease by notice to Landlord, such notice to 
specify the effective 
date of termination.

(d) 	Whether or not this Lease shall be terminated pursuant 
to the terms of 
this Paragraph, Tenant shall have the right in connection with 
any Taking to 
assert all claims available to it for loss of leasehold interest, loss 
of leasehold 
improvements, trade fixtures and equipment, and such other 
items of loss or 
damage as Tenant shall suffer as a result of the Taking with 
respect to which 
Tenant shall, from time to time under applicable law, be 
permitted to make an 
independent claim, provided that such claim by Tenant will not 
reduce the 
award or payment to Landlord in connection with the Taking.

(e) 	Notwithstanding any provision of this Paragraph, in no 
event shall 
Landlord be obligated to expend, in connection with the repair 
or restoration of 
the Demised Premises pursuant to this Paragraph, any amount 
in excess of the 
award or payment in connection with the Taking. In the event 
that such award 
or payment shall be insufficient for the repair or restoration or 
in the event that 
Landlord's mortgagee shall apply all or any portion of such 
award of payment 
to the reduction of the indebtedness secured by such mortgage, 
then to the 
extent of such unavailable award or payment, Landlord shall be 
excused from 
the performance of repair or restoration work hereunder.	

29. 	HOLDING OVER BY TENANT. 

If Tenant shall remain in possession of the Demised Premises 
after the 
conclusion of the term of this Lease (and any renewal terms), 
Tenant shall 
become a month-to-month tenant under the provisions herein 
provided, but at a 
monthly basic annual rental as follows: (a) if Landlord has 
entered into a bona 
fide lease with a new tenant for the Demised Premises, then (i) 
during the first 
thirty (30) days of the holdover, Tenant shall pay monthly basic 
rental equal to 
1.5 times the basic rental set forth in Paragraph 2; (ii) during the 
second thirty 
(30) days of the holdover, Tenant shall pay monthly basic rental 
equal to 2 
times the basic rental set forth in Paragraph 2; (iii) for any 
holdover period 
after sixty (60) days, Tenant shall pay monthly basic rental equal 
to 2 times the 
basic rental set forth in Paragraph 2, and Tenant shall be 
responsible for any 
actual damages incurred by Landlord as a result of said 
holdover; or (b) if 
Landlord has not entered into a bona fide lease with a new 
tenant for the 
Demised Premises, then during the first thirty (30) days of the 
holdover, Tenant 
shall pay basic rental equal to the basic rental set forth in 
Paragraph 2; for any 
holdover period beyond thirty (30) days, Tenant shall pay basic 
rental equal to 
1.5 times the basic rental set forth in Paragraph 2. However, the 
amount due for 
additional rental shall remain as set forth in this Lease. Such 
month-to-month 
tenancy shall then continue until terminated by either Landlord 
or Tenant, 
upon thirty (30) days prior written notice to the other party, 
but, in any event, 
such termination shall not occur on a date other than the last 
day of a calendar 
month.

30. 	RIGHT TO EXHIBIT. 

The Tenant agrees to permit the Landlord and the Landlord's 
agents, employees 
or other representatives to show the Demised Premises to 
persons wishing to 
rent or purchase the same on and after six (6) months next 
preceding the 
expiration of the term hereof. Any such showings shall be at 
reasonable times 
and upon reasonable prior notice to Tenant.

31. 	BROKER'S COMMISSION. 

The parties hereto hereby agree that Edward S. Gordon Co. of 
New Jersey, Inc. 
and Jacobson, Goldfarb & Tanzman Associates, L.L.C. acted as 
the brokers in 
this matter. Landlord shall be responsible for payment of the 
brokers' 
commissions to the above named brokers, pursuant to separate 
agreement. 
Landlord and Tenant hereby indemnify and hold each other 
harmless for any 
and all claims by other brokers in connection with this 
transaction.

32. 	OPTIONAL RENEWAL PERIOD. 

Tenant shall have the right to renew the within Lease for two 
(2) terms of five 
(5) years each, consecutive with the term herein provided, at 
95k of the "fair 
market rent". However, in no event shall the basic rent for each 
renewal term 
be less than the basic rent for the last year of the previous term. 
Tenant shall 
give the Landlord no less than six (6) months prior written 
notice by Certified 
Mail, Return Receipt Requested, of Tenant's intention to 
exercise the option to 
renew.

33. 	OPTIONAL RENEWAL PERIOD - RENT. 

The "fair market rent" shall be determined as follows: Landlord 
shall notify 
Tenant of Landlord's opinion of the fair market rent for the 
Renewal Period at 
lease nine (9) months prior to the end of the then current term 
hereof. If Tenant 
disputes Landlord's opinion, Tenant shall, within sixty (60) days 
after 
Landlord's said notice, by written notice to Landlord, either 
withdraw its 
exercise of its renewal option or notify Landlord that Tenant 
elects arbitration 
in accordance with then prevailing Rules of Commercial 
Arbitration of the 
American Arbitration Association. The said Association shall 
designate an 
appraiser familiar with commercial buildings located in the 
Essex County, New 
Jersey area. The arbitrator shall, after 	hearing testimony 
from the parties 
and their expert witnesses, have the authority to fix and 
determine the fair 
market rent for the Renewal Period. Each party shall pay the 
cost and expenses 
of its own expert witnesses and attorneys fees, and the cost of 
the	 
arbitration shall be shared equally by the parties.
	Notwithstanding anything 
to the contrary contained herein, however, the  computation of 
fair market rent 
shall include a refurbishment allowance equal to fifty (50) 
percent of the 
buildout which is standard for commercial buildings in the area 
at that time.


34. 	TENANT'S ESTOPPEL. 

If, at any time after the commencement of the term hereof, 
Landlord or Tenant 
shall make written request therefor, Landlord or Tenant shall, 
within ten (10) 
days after such request, deliver to the other a written 
instrument, duly executed 
by Landlord or Tenant, certifying, if such be the case: (i) that 
this Lease is in 
force and effect; (ii) that this Lease has not been modified, 
amended or 
supplemented or specifying the modification, amendment or 
supplement; (iii) 
that Tenant or Landlord, as the case may be, is not in default 
hereunder, or if it 
is then in default, specifying the nature of the default and 
	whether or not 
the time period for curing same has expired; the date or dates 
through which 
basic annual rent and additional 	rent have been paid; and 
(v) that there are 
no offsets or deductions against basic annual rent or additional 
rent, or if any 
are claimed, specifying the amount thereof and the basis 
therefor.

35. 	GOVERNING LAW. 

This Lease, and the rights and obligations of the parties thereto, 
shall be 
interpreted and construed in accordance with the laws of the 
State of New 
Jersey. 

36. 	RIGHT OF FIRST NOTIFICATION. 

During the term of this Lease, Tenant shall have the right of 
first notification to 
lease any space which may become available within the 
Building, subject to any 
previously granted rights to other tenants of the Building.  Any 
other tenants in 
the Building who may have prior rights of first refusal are listed 
in the attached 
Exhibit D.

37. 	PARKING. 

Landlord shall provide four (4) parking spaces per 1,000 
rentable square feet. 
This shall include fifteen (15) parking spaces reserved for 
Tenant's exclusive 
use. In the event that any other tenant in the Building receives 
an increase in 
reserved parking, then Tenant shall receive a proportionate 
increase as well.

38. 	EXCLUSIVE USE. 

Landlord hereby grants to Tenant the exclusive right to provide 
retail brokerage 
services in the Building, with the exception of Schild Asset 
Management, 
another tenant in the Building. Landlord shall not lease space 
within the 
Building to any other Tenant providing retail brokerage services 
without 
Tenant's prior written consent.

39. 	TENANT INPROVEMENTS/ALLOWANCES. 

Tenant shall improve the Demised Premises in accordance with 
a plan, which 
plan shall be subject to Landlord's prior written consent, which 
consent shall 
not be unreasonably withheld. Upon completion of the plan and 
acceptance by 
Landlord, said plan shall be attached hereto as Exhibit C. 
Landlord shall 
provide Tenant with the following: 

(a) 	An allowance of $25.00 per rentable square foot for 
Tenant's 
improvements of any kind, including, but not limited to cabling, 
furnishings, 
decorating and the like, constructions plans and permits, as well 
as an 
additional allowance of $0.15 per rentable square foot for space 
planning costs. 
Tenant shall have the right to bid the Tenant improvements, and 
Landlord shall 
be entitled to bid for same. In the event that Landlord shall not 
construct the 
Tenant's improvements, Landlord shall be entitled to a 
supervisory fee, but said 
fee shall not exceed the sum of $10,000.00.

(b) 	Landlord shall expand the men's and women's restrooms 
on the third 
floor of the Building in accordance with the plan to be attached 
hereto as 
Exhibit C, at Landlord's sole cost and expense.

(c) 	Landlord shall provide sufficient electrical service for 
Tenant's 
requirements as per the plan to be attached hereto as Exhibit C.

40. 	PARTIAL INVALIDITY. 

If any provision of this Lease shall be determined by a court of 
competent 
jurisdiction to be invalid, such determination shall not affect any 
of the other 
provisions of this Lease and such other provisions shall remain 
in full force and 
effect. If any provision of this Lease shall be capable of two 
constructions, one 
of which would render the provision valid and the other of 
which would render 
it invalid, then such provision shall have the construction and 
meaning which 
would render it valid.

41. 	NOTICES. 

All notices required under the terms of this Lease shall be given 
and shall be 
complete by mailing such notices by certified or registered mail, 
return receipt 
requested, to the address of the parties as shown at the head of 
this Lease, or to 
such other address as may be designated in writing, which 
notice of change of 
address shall be given in the same manner. However, effective 
as of the 
Commencement Date, Tenant's address for purposes of this 
Paragraph shall be 
220 South Livingston Avenue, Livingston, New Jersey 07039.

42. 	TITLE AND OUIET ENJOYMENT. 

The Landlord covenants and represents that the Landlord is the 
owner of the 
Demised Premises herein leased and has the right and authority 
to enter into, 
execute and deliver this Lease; and does further covenant that 
the Tenant on 
paying the rent and performing the conditions and covenants 
herein contained, 
shall and may peaceably and quietly have, hold and enjoy the 
Demised 
Premises for the term aforementioned.

43. 	ENTIRE CONTRACT. 

This Lease contains the entire contract between the parties. No 
representative, 
agent or employee of the Landlord has been authorized to make 
any 
representations or promises with reference to the within letting 
or to vary, alter 
or modify the terms hereof. No additions, changes or 
modifications, renewals or 
extensions hereof, shall be binding unless reduced to writing 
and signed by the 
Landlord and the Tenant.

The Landlord may pursue the relief or remedy sought in any 
invalid clause, by 
conforming the said clause with the provisions of the statutes or 
the regulations 
of any governmental agency in such case made and provided as 
if the particular 
provisions of the applicable statutes or regulations were set 
forth herein at 
length.
In all references herein to any parties, persons, entities or 
corporations the use 
of any particular gender or the plural or singular number is 
intended to include 
the appropriate gender or number as the text of the within 
instrument may 
require. All the terms, covenants and conditions herein 
contained shall be for 
and shall inure to the benefit of and shall bind the respective 
parties hereto, and 
their heirs, executors, administrators, personal or legal 
representatives, 
successors and assigns.

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

WITNESS:  LIVINGSTON CORPORATE PARK 
ASSOCIATES, L.L.C. - 
LANDLORD
By: 	/s/ Steven Fisch, Managing Member

RYAN, BECK & CO., INC. - TENANT
By:	/s/ Allen S. Greene, President


RULES AND REGULATIONS

1. 	Obstruction of Passageways. The sidewalks, entrances, 
passages, courts, 
elevators, vestibules, stairways, corridors and public parts of the 
Building shall 
not be obstructed or encumbered by Tenant or used by Tenant 
for any purpose 
other than the purpose for which they were intended.

2. 	Projections from Building. No equipment or other 
fixtures shall be 
attached to the outside walls or the windowsills of the Building 
or otherwise 
affixed so as to project from the Building without the prior 
written consent of 
the Landlord.

3. 	Signs. Except as otherwise provided in this Lease, no 
sign or lettering 
shall be affixed by Tenant to any part of the outside of the 
Demised Premises, 
or any part of the inside of the Demised Premises so as to be 
clearly visible 
from the outside of the Demised Premises without the prior 
written consent of 
the Landlord.

4. 	Windows. Windows in the Demised Premises shall not 
be covered or 
obstructed by Tenant. No bottles, parcels or other articles shall 
be placed on the 
windowsills, in the halls, or in any other part of the Building 
other than the 
Demised Premises. *

5. 	Floor Covering. Tenant shall not lay linoleum or other 
similar floor 
covering so that the same shall come in direct contact with the 
floor of the 
Demised Premises. If linoleum or other similar floor covering is 
desired to be 
used, an interlining of builder's deadening felt first shall be fixed 
to the floor by 
a paste or other material that may be easily removed with water, 
with the use of 
cement or other similar material being expressly prohibited.

6. 	Interference with Occupants of Building. Tenant shall 
not make, or 
permit to be made, any unseemly or disturbing noises or odors 
and shall not 
interfere with the other tenants or those having business with 
them.

7. 	Locks and Keys. No additional locks or bolts of any 
kind shall be placed 
on any of the doors by Tenant. Tenant shall, upon termination 
of Tenant's 
tenancy, deliver to Landlord all keys to any space within the 
Building, either 
furnished to or procured by Tenant, and in the event of the loss 
of any keys 
furnished, Tenant shall pay to Landlord the cost of replacement 
thereof.

8.	Movement of Furniture. Freight or Bulky Matter. The 
carrying in or out 
of freight, furniture or bulky matter of any description must take 
place during 
such hours as Landlord may, from time to time, reasonably 
determine and only 
after advance notice to Landlord. Tenant shall use its best 
efforts not to disturb 
any other tenants in the Building. The persons employed by 
Tenant for such 
work must be reasonably acceptable to Landlord. Tenant may, 
subject to such 
provisions, move freight, furniture, bulky matter, and other 
material into or out 
of the Demised Premises on Saturdays between the hours of 
9:00 a.m. and 1:00 
p.m., provided that Tenant shall pay for any additional costs 
incurred by 
Landlord for elevator operators or security guards, and for 
other expenses 
occasioned by such activity of Tenant. If, at least five (5) days 
prior to such 
activity, Landlord requests that Tenant deposit with Landlord, 
as security for 
Tenant's obligation to pay such additional costs, a sum which 
Landlord 
reasonably estimates to be the amount of such additional cost, 
the Tenant shall 
deposit such amount with Landlord as security for such cost.

9. 	Safes and Other Heavy Equipment. Landlord reserves 
the right to 
prescribe the weight and position of all safes and other heavy 
equipment so as 
to distribute properly the weight thereof and to prevent any 
unsafe condition 
from arising. Business machines and other equipment shall be 
placed and 
maintained by Tenant at Tenant's expense in settings sufficient 
in Landlord's 
reasonable judgment to absorb and prevent unreasonable 
vibration, noise and 
annoyance.

10. 	Non-Observance or Violation of Rules by Other 
Tenants. Landlord shall 
not be responsible to Tenant for the non-observance or 
violation of any of these 
rules and regulations by any other tenant.

11. 	After Hours Use. Landlord reserves the right to exclude 
from the 
Building, between the hours of 6:00 p.m. and 8:00 a.m. and at 
all hours on 
Saturdays, Sundays and Building holidays, all persons who do 
not present a 
pass to the Building signed by the Tenant. Each Tenant shall be 
responsible for 
all persons for whom such a pass is issued and shall be liable to 
the Landlord 
for the acts of such person.

12. 	Plumbing Facilities Use. Tenant shall not use the 
Building's plumbing 
facilities for any purpose other than that for which they were 
constructed and 
will not permit any foreign substance of any kind to be thrown 
therein and the 
expense of repairing any breakage, seepage or damage, no 
matter where 
occurring, resulting from a violation of this provision by Tenant 
or its agents, 
servants, employees, invitees or licensees shall be borne by 
Tenant. Wasteful 
and excessive or unusual use or misuse of Building standard 
office electrical 
service, water, sewer or other utilities is hereby expressly 
prohibited. 

13. 	Vehicles. No bicycles, mopeds, motorcycles or other 
vehicles of any kind 
shall be brought into or kept in, on or about the Demised 
Premises, Building or 
Building area, except in those locations specifically designated 
by Landlord for 
same.

14. 	Animals. No animal of any kind shall be brought into, 
kept in, on or 
about the Demised Premises, Building or Building area, other 
than seeing eye 
dogs.

15. 	Landlord's Rights. Landlord hereby reserves to itself any 
and all rights not 
granted to Tenant hereunder, including, but not limited to the 
following rights 
which are reserved to Landlord for its purposes in operating the 
Building:

(a) the exclusive right to the use of the name of the Building for 
all purposes, 
except that Tenant may use the name as its business address and 
for no other 
purpose;

(b) the right to change the name of the Building at any time and 
from time to 
time, without incurring any liability to Tenant for so doing;

(c) the right to install and maintain a sign or signs on the 
exterior of the 
Building and/or anywhere in the Building area; and

(d) the right to grant anyone the right to conduct any particular 
business or 
undertaking in the Building or Building area.

16. 	Moving. Moving in and out of the Building must be 
coordinated with the 
Landlord. At the discretion of the Landlord, moving may be 
required to be done 
under the supervision of the management personnel. No 
furniture will be 
moved in the Building's elevators without the permission of the 
Landlord and 
until necessary pads have been installed.

17. 	All Rules and Regulations set forth above, and any rules 
or regulations 
which may be promulgated by Landlord following execution of 
this Lease, are 
intended to be supplemental and not in derogation of the Lease. 
Where the 
Rules and Regulations may conflict with the terms of the Lease, 
the Lease shall 
control.