L E A S E

THIS Lease, dated October 8, 1996,

Between Vincent J. Russo Realty Company, (hereinafter 
referred to as the 
"Landlord")
and
Ryan Beck & Co., Inc. (hereinafter referred to as the "Tenant"),

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 Borough of Shrewsbury, County of Monmouth and State of 
New Jersey.

Premises:   4,774 square feet, located on the ground floor at 
Lincoln Center, 
746 Broad Street, Shrewsbury, New Jersey 07702.

Term: 	The term of this demise shall be for five (5) years, 
beginning January 
1, 1997* (*OR SUCH DATE 14 DAYS AFTER LANDLORD 
GIVES 
WRITTEN NOTICE THAT THE "BUILD-OUT WORK" TO 
BE DONE BY 
THE LANDLORD AS SET FORTH ON PAGE 2 HAS BEEN 
COMPLETED. 
TENANT SHALL NOT BE OBLIGATED TO PAY RENT 
UNTIL THE 
COMMENCEMENT OF SAID TERM AS PROVIDED 
HEREIN), and ending 
December 31, 2001. The Tenant shall have the option to renew 
the Lease for an 
additional five (5) years. The Tenant must notify the Landlord, 
in writing, of its 
intention to renew the Lease at least ninety (90) days prior to 
the end of the 
Term herein. If the Tenant does not so notify the Landlord of its 
intention by 
this date and after thirty (30) days from the date of written 
notice by the 
Landlord terminating the option, the Landlord shall have no 
obligation to 
accept the exercise of the option. The payment terms of the 
option shall be 
described below. The Tenant shall be given access to the 
premises forty-five 
(45) days prior to the commencement date for purpose of 
installing wire, cables 
and the like.

Rent: 	The base rent will be S15.00 per square foot. The base 
rent will be 
fixed for the first two (2) years of the term. The rent will then 
be increased, 
commencing with the third (3rd) year of the Lease, and 
continuing through the 
fifth (5th) year of the initial Lease term, based upon the formula 
set forth in 
Paragraphs 29 and 30 herein. If the Tenant shall exercise its 
option and renew 
the Lease, the sixth (6th) and seventh (7th) years of the Lease 
would be fixed at 
the rent charged in the fifth (5th) year of the Lease. Thereafter, 
the eighth 
(8th), ninth (9th) and tenth (10th ) years' rent would be 
increased pursuant to 
the formula set forth in Paragraphs 29 and 30 herein.

The Landlord will provide a "build-out" allowance of $15.00 
per square foot for 
"build-out" prior to the commencement of the initial Lease, and 
$5.00 per 
square foot on or before the commencement of the sixth (6th) 
year of the Lease 
if the Tenant exercises its option to renew the Lease. All "build-
out" work to be 
done is to be mutually agreed upon by the parties prior to 
commencement of 
same. All "build-out" work will be done by the Landlord.
Furthermore, any allowances to be provided by the Landlord to 
the Tenant for 
design and/or fit-up items, shall be agreed to by the Landlord 
and Tenant. 
Additionally, with respect to this "build-out" allowance 
Landlord will "match" 
any bid made for the work submitted by a bona fide third party 
builder/contractor retained by the Tenant for the purpose of 
providing a bid. 
However, since the Landlord will match that bid, the Landlord 
will be the only 
contractor/builder to do the allowance work. The work 
contemplated by the ' 
build-out/fit-up" allowance is general, customary contracting 
work, such as the 
installation of lights, ceilings, HVAC, carpet, and the like. It 
will not include 
any specialized or ultra-custom wiring for computers, 
communications systems, 
or otherwise, which is requested and/or required by the Tenant. 
If the parties 
cannot agree on what should be part of the "build-out" 
allowance, or cannot 
agree that the bid submitted by the bona fide third party 
builder/contractor 
retained by the Tenant is correct, reasonable and/or consistent 
with this Lease, 
the parties shall agree on a neutral third party to resolve the 
dispute. If that 
third party must be utilized, the parties agree to equally bear the 
costs of same. 
In such event, the commencement date of* (*THE LEASE 
TERM SHALL BE 
45 DAYS AFTER A DETERMINATION BY SAID 
NEUTRAL 3RD PARTY 
IS RENDERED OR FROM THE DATE OCCUPANCY IS 
TAKEN BY THE 
TENANT, WHICHEVER IS EARLIER. CONSEQUENTLY, 
TENANT'S 
OBLIGATIONS HEREUNDER, INCLUDING THE 
PAYMENT OF RENT, 
SHALL NOT COMMENCE UNTIL THE FIRST DAY OF 
SAID ADJUSTED 
LEASE TERM, OR UPON THE DATE OF OCCUPANCY, 
WHICHEVER IS 
EARLIER).

The said rent is to be payable monthly in advance on the first 
day of each 
calendar month for the term hereof.

Payment of Rent: 	At the office of Vincent J. Russo Realty 
Company, 
17 0 Avenue at the Common, Shrewsbury, New Jersey 07702, 
or as may be 
otherwise directed by the Landlord in writing, sent by certified 
mail.

Late Fee: 	The said rent is to be payable on the first day of 
the month but 
no later than the tenth day of the month. In the event the Tenant 
fails to pay his 
rent on or before the tenth day of the month, the Tenant agrees 
to pay a late fee 
of five (5%) percent of the overdue payment. This late charge 
will be collectible 
and/or assessed as additional rent. The late fee will be assessed 
only to the 
second late payment of each calendar year, and for any other 
late payments 
thereafter in that calendar year.

THE ABOVE LETTING IS UPON THE FOLLOWING 
CONDITIONS:

Peaceful Possession

First - 	The Landlord covenants that the Tenant, on paying the 
said rental and 
performing the covenants and conditions in this Lease 
contained, shall and may 
peaceable and quietly have, hold and enjoy the demised 
promises for the term 
aforesaid.

Purpose

Second - The Tenant agrees to use the demised premises as a 
professional 
office, and any permitted use, and agrees not to use or permit 
the premises to be 
used for any other purpose without the prior written consent of 
the Landlord 
endorsed hereon. The Landlord hereby agrees that it will not 
rent other space in 
the two (2) buildings of the Lincoln Center to any other 
stock/brokerage and/or 
investment firm during the term of the Tenant's Lease. The 
Landlord is 
responsible for obtaining a Certificate of Occupancy or other 
approvals required 
by the municipality at the commencement of the Lease, and 
represents that the 
Tenant's use does not violate municipal ordinances.

Default in Payment of Rent - Abandonment of Premises 
Re-entry and Reletting by Landlord - Tenant Liable for 
Deficiency 
Lien of Landlord to Secure - Performance Attorney's Fees

Third - The Tenant shall, without any previous demand 
therefore, pay to the 
Landlord, or its agent, the said rent at the times and in the 
manner provided 
above, and if the same shall remain in default for ten days after 
becoming due, 
or if the Tenant shall be dispossessed for non-payment of rent, 
or if the leased 
premises shall be deserted or vacated without payment of rent, 
the Landlord or 
its agents shall have the right by lawful process to enter the said 
premises. 
Except for the above conditions, the landlord agrees that it will 
only re-enter 
the premises in the event of an emergency, e.g. a fire, major 
leak, etc., and that 
any repair personnel will be accompanied by a member of the 
Landlord. Such 
re-entry by the Landlord shall not operate to release the Tenant 
from any 
damages as set forth in the next sentence, and/or as provided 
and allowed by 
law. For the purpose of reletting, the Landlord shall be 
authorized to make such 
repairs and alterations in or to the leased premises as may be 
reasonably 
necessary to place the same in good order and condition. The 
Tenant shall be 
liable to the landlord for the reasonable costs of such repairs or 
alterations, and 
all expenses of such reletting. If the sum realized or to be 
realized from the 
reletting is insufficient to satisfy the monthly or term rent 
provided in this 
Lease, the Landlord may accelerate the entire amount due under 
the Lease. 
Tenant shall not be entitled to any surplus accruing as a result 
of the reletting. 
The Tenant agrees to pay, as additional rent, all reasonable 
attorney's fees, 
court costs and other expenses incurred by the Landlord in 
enforcing any of the 
obligations under this Lease.

Sub-letting and Assignment

Fourth - The Tenant shall not sub-let the demised premises nor 
any portion 
thereof, nor shall this Lease be assigned by the Tenant without 
the prior written 
consent of the Landlord, which consent shall not be 
unreasonably withheld, 
conditioned or delayed.

Fifth - The tenant has examined the demised premises, and 
accepts them in 
their present condition*  (*THE PARTIES ACKNOWLEDGE 
THE 
BUILDING WITHIN WHICH THE DEMISES PREMISES IS 
LOCATED IS 
CURRENTLY UNDER CONSTRUCTION. THUS, 
NOTWITHSTANDING 
THE AFORESAID, PRIOR TO THE COMMENCEMENT OF 
THE LEASE 
TERM, TENANT SHALL HAVE THE RIGHT TO INSPECT 
SAID 
BUILDING TO CONFIRM THAT IT (THE BUILDING 
ITSELF, NOT THE 
"BUILDOUT" DESIGN) HAS BEEN CONSTRUCTED IN 
ACCORDANCE 
WITH THE PLANS AND PICTURES PROVIDED AND 
REPRESENTATIONS MADE BY THE LANDLORD (THE 
PARTIES 
RIGHTS REGARDING THE "BUILDOUT' SHALL BE SET 
FORTH IN A 
SEPARATE AGREEMENT.) (except as otherwise expressly 
provided herein or 
as modified by the "build-out" to be performed hereunder) and 
without any 
representations on the part of the Landlord or its agent as to the 
present or 
future condition of the said premises. The Tenant shall keep the 
demised 
premises in good condition, as may be necessary to keep it in 
good appearance, 
excepting normal wear and tear. The Tenant shall quit and 
surrender the 
premises at the end of the demised term in as good condition as 
the reasonable 
use thereof will permit. The Tenant shall not make any 
alterations, additions, 
or improvements to said premises without the prior written 
consent of the 
Landlord, which consent shall not be unreasonably withheld, 
except as noted 
herein. It is hereby agreed that the Tenant shall have the right to 
make all non-
structural changes with regard to the Tenant's internal premises, 
without 
obtaining the consent of the Landlord. It is hereby understood 
that, if 
modifications and/or alterations to the premises are done by the 
Tenant, 
pursuant to the Lease, the Tenant shall be responsible to ensure 
that such 
changes comply with all governmental al requirements, which 
include! but are 
not limited to, the Americans With Disabilities Act ("ADA"). 
The Landlord 
shall be responsible for said compliance for the building, 
exclusive of any work 
done by the Tenant. All erections, alterations, additions and 
improvements, 
whether temporary or permanent in character, which may be 
made upon the 
premises either by the Landlord or the Tenant, except furniture 
or movable 
trade fixtures installed at the expense of the Tenant, shall be the 
property of the 
Landlord and shall remain upon and be surrendered with the 
premises as part 
thereof at the termination of this Lease, without compensation 
to the Tenant. 
The Tenant further agrees to keep said premises and all parts 
thereof in a clean 
and sanitary condition and free from trash and inflammable 
material. 
Additionally, the Tenant is permitted to install phone lines, 
phones, security 
systems and/or computer lines/wires so long as said installations 
and operations 
do not materially affect the structure of the demised premises.

Furthermore, the Landlord will agree that, if modifications need 
to be made to 
the premises prior to occupancy to comply with any federal, 
state and/or local 
law, same shall be made at Landlord's sole cost and expense, 
other than for 
modifications necessitated by the use of the Tenant.

Any modifications, alterations, additions and/or improvements 
to be made to 
the premises prior to occupancy shall be agreed upon by the 
Landlord and 
Tenant. After the Tenant has occupied the premises, any other 
modifications, 
alterations, additions and/or improvements requested by the 
Tenant shall be 
done at the Tenant's sole cost and expense.

Mechanics' Liens

Sixth - In the event that any mechanics' lien is filed against the 
premises as a 
result of alterations, additions, improvements and/or 
modifications made by the 
Tenant, the Landlord after thirty (30) days' notice to the Tenant, 
may require 
the Tenant to bond the lien, in the full amount of the lien 
amount claimed, and 
the Tenant shall diligently proceed to contest the validity and/or 
merits of the 
lien. The Tenant shall forthwith reimburse the Landlord for the 
total reasonable 
expenses incurred by the Landlord in discharging and/or dealing 
with said 
mechanics' lien, as additional rent under the Lease.

GLASS

Seventh - The Landlord agrees to replace any and all glass 
which may become 
broken-in and on the demised premises, except for glass which 
is broken as a 
result of the negligence of the Tenants, its agents, servants 
and/or invites.

Liability of Landlord

Eighth - The Landlord shall not be responsible for the loss of or 
damage to 
property, or injury to persons, occurring in or about the 
demised premises, 
except as caused by the acts of its agents, contractors, servants, 
employees and 
invitees. The Tenant shall be responsible for all loss, claims 
and/or damage, to 
persons or property, on the demised premises which are caused 
by the Tenant, 
its agents, servants, invitees and/or employees.

Services and Utilities

Ninth - Utilities and services furnished to the demised premises 
for the benefit 
of the Tenant shall be provided and paid for as follows: water 
by the Landlord; 
electricity by the Tenant; Landlord will install and supply the 
light bulbs; heat 
by the Tenant; refrigeration by the Tenant; air conditioning by 
the Tenant. 
Landlord is responsible for maintenance and upkeep of all 
systems.

The Landlord shall not be liable for any interruption or delay in 
any of the 
above services for any reason caused by events or occurrences 
which are beyond 
the control of the Landlord.

Rights to Inspect and Exhibit

Tenth - On reasonable notice, the Landlord, or its agents, shall 
have the right to 
enter the demised premises at reasonable hours with reasonable 
advance notice 
and subject to U.S. government security restrictions and in the 
day, or at night, 
in emergency situations, to examine the same, or to run 
telephone or other 
wires, or to make such repairs, additions or alterations as shall 
reasonably be 
necessary for the safety or convenience of the occupants or 
users thereof (there 
being no obligation, however, on the part of the Landlord to 
make any such 
repairs, additions or alterations), or to exhibit the same to 
prospective tenants, 
and may place the usual "To Let" signs thereon during the last 
ninety (90) days 
of the term herein. The Landlord agrees to exercise its rights 
hereunder in a 
manner so as to cause as little inconvenience and disturbance to 
Tenant's daily 
business as possible.

Damage by Fire, Explosion, the Elements or Otherwise

Eleventh - In the event of the destruction, in whole or part of 
the demised 
premises or the building containing the said premises by fire, 
explosion, the 
elements or otherwise during the term hereby created, or 
previous thereto, or 
such partial destruction thereof as to the render the premises 
untenantable or 
unfit for occupancy, or should the demised premises be so badly 
injured that '~ 
the same cannot be repaired within ninety days from the 
happening of such 
injury, then and in such case the term hereby created shall cease 
and become 
null and void from the date of such damage or destruction, and 
the Tenant shall 
immediately surrender said premises and all the Tenant's interest 
therein to the 
Landlord, and shall pay rent only to the time of such casualty, in 
which event 
the Landlord may re-enter and possess the 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 
ninety 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 commence 
immediately after 
said repairs are completed. If the premises shall be so slightly 
injured as not to 
be rendered in whole or in any part untenantable and unfit for 
occupancy, then 
the Landlord agrees to repair the same with reasonable 
promptness and in that 
case the rent accrued and accruing shall not cease or determine. 
The Tenant 
shall immediately notify the Landlord in case of fire or other 
damage to the 
premises. The Tenant shall have the option to accept or reject 
re-occupation of 
the premises only if the damage to the premises affects the 
Tenant's ability to 
conduct business on the premises. For example, if a small part 
of the premises 
is damaged, but that part makes the telephone and/or computer 
systems 
inoperable for the time periods set forth above, the Tenant shall 
have the right 
to reject the premises. 

Observations of Laws, Ordinances, Rules and Regulations

Twelfth - The Tenant agrees to observe and comply with all 
laws, ordinances, 
rules and regulations of the Federal, State, County and 
Municipal authorities 
applicable to the Tenant's use of premises. The Landlord agrees 
to observe and 
comply with all laws, ordinances, rules and regulations of the 
federal, state, 
county and municipal authorities applicable to the demised 
premises (except to 
the extent that they are the Tenant's responsibility) and to the 
building in which 
the demised premises are located. The Tenant agrees not to do 
or permit 
anything to be done in said premises, or keep anything therein, 
which will 
increase the rate of fire insurance premiums on the 
improvements or any part 
thereof, or on property kept therein, or which will obstruct or 
interfere with the 
rights of other tenants, or conflict with the regulations or the 
Fire Department 
OL' with any insurance policy upon said improvements or any 
part thereof. In 
the event of any increase in insurance premiums resulting from 
any wrongful 
act or omission on the part of the Tenant, the Tenant agrees to 
pay said 
increase in insurance premiums on the improvements or 
contents thereof as 
additional rent.

Signs

Thirteenth - No sign, advertisement or notice shall be affixed to 
or placed upon 
any part of the demised premises by the Tenant, except in such 
manner, and of 
such size, design and color as shall be approved in advance in 
writing by the 
Landlord, which approval shall not be unreasonably withheld, 
conditioned or 
delayed. Signs will conform to all existing signs. Tenant will be 
responsible for 
the cost of all signs and Landlord shall be responsible for 
erecting signs. The 
Landlord agrees that, if the municipality allows an exterior sign 
to be affixed to 
the building, the Tenant shall have the exclusive right to have its 
sign erected 
thereon, subject to the approval of the municipality.

Subordination to Mortgages and Deeds of Trust

Fourteenth - 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 premises are a part. The 
Tenant agrees 
to execute, at no expense to the Landlord, a reasonable 
instrument which may 
be deemed necessary or desirable by the Landlord to further 
effect the 
subordination of this Lease to any such mortgage, deed of trust 
or 
encumbrance, provided that same also provides for non-
disturbance of Tenant 
by the other party thereto. The Landlord will provide a non-
disturbance letter 
from present lenders, and will use best efforts to obtain a non-
disturbance letter 
from future lenders.


Rules and Regulations of Landlord

Fifteenth - The rules and regulations regarding the demised 
premises, affixed 
and/or provided by this Lease, if any, as well as any other and 
further 
reasonable rules and regulations which shall be made by the 
Landlord, shall be 
observed by the Tenant and by the Tenant's employee, agents 
and customers. 
The Landlord reserves the right to rescind any presently existing 
rules 
applicable to the demised premises, and to make such other and 
further 
reasonable rules and regulations as in its judgment, may from 
time to time be 
desirable for the safety, care and cleanliness of the premises, 
and for the 
preservation of good order therein, which rules, when so made 
and ten (10) 
days' notice thereof given to the Tenant, shall have the same 
force and effect as 
if originally made a part of this Lease. Such other and further 
rules shall not, 
however, be inconsistent with the proper and rightful enjoyment 
by the Tenant 
of the demised premises. The Landlord understands and is 
aware of the 
Tenant's desire that any adoption, modification and/or rescission 
of any rules 
and/or regulations not adversely affect its rights as a Tenant. 
The Landlord will 
use it; best efforts to ensure that this does not arbitrarily occur 
and/or happen.

Violations of Covenants, Forfeiture of Lease, Re-entry by 
Landlord- Non-
Waiver of Breach

Sixteenth - In case of violation by the Tenant of any of the 
covenants 
agreements and conditions of this Lease r or of the rules and 
regulations now or 
hereafter to be reasonably established by the Landlord, and 
upon failure to 
discontinue such violation within thirty (30) calendar days after 
written notice 
thereof given to the Tenant, this Lease shall thenceforth, at the 
option of the 
Landlord, become null and void. The Landlord shall have the 
right to re-enter 
the premises pursuant to an order and/or Judgment of a court of 
competent 
jurisdiction. The rent in such case which shall become due will 
be apportioned 
and paid on and up to the day of such re-entry, and the Tenant 
shall be liable 
for all loss or damage resulting from such violation as aforesaid. 
No waiver by 
the Landlord of any violation or breach of condition by the 
Tenant shall 
constitute or be construed as a waiver of any other violation or 
breach of 
condition, nor shall lapse of time after breach of condition by 
the Tenant before 
the Landlord shall exercise its option under this paragraph 
operate to defeat the 
right of the Landlord to declare this Lease null and void and to 
re-enter upon 
the demised premises where the said breach or violation 
continues.

Notices

Seventeenth - All notices and demands, legal and otherwise, 
incidental to this 
Lease, or the occupation of the demised premises, shall be in 
writing. If the 
Landlord or its agent desires to give or serve upon the Tenant 
any notice or 
demand, it shall be sufficient to send a copy thereof by 
registered mail, 
addressed to the Tenant at the demised premises or to post a 
copy thereof upon 
the door to said premises, together with a copy sent to the 
President of the 
Tenant at 80 Main Street, South ^ Orange, New Jersey 07052, 
or such other 
address as designated by the Tenant in writing to the Landlord 
at a later date. 
Notices from the Tenant to the Landlord shall be sent by 
registered mail or 
delivered to the Landlord at the place hereinbefore designated 
for the payment 
of rent, or to such party or place as the Landlord may from time 
to time 
designate in writing.

Bankruptcy, Insolvency, Assignment for Benefit of Creditors

Eighteenth - It is further agreed that if at any time during the 
term of this Lease 
the Tenant shall make any assignment for the benefit of 
creditors, or be decreed 
insolvent or bankrupt according to law, or if a receiver shall be 
appointed for 
the Tenant, then the Landlord may, at its option, terminate this 
Lease, exercise 
of such option to be evidenced by notice to that effect served 
upon the assignee, 
receiver, trustee or other person in charge of the liquidation of 
property of the 
Tenant or the Tenant's estate, but such termination shall not 
release or 
discharge any payment of rent payable hereunder and then 
accrued, or any 
liability then accrued by reason of any agreement or covenant 
herein contained 
on the part of the Tenant, or the Tenant's legal representatives.

Holding Over by Tenant

Nineteenth - In the event that the Tenant shall remain in the 
demised premises 
after the expiration of the term of this Lease or extension of 
same without 
having executed a new written Lease or extension with the 
Landlord, said 
holding over shall not constitute a renewal or extension of this 
Lease. The 
Landlord may, at its option, elect to treat the Tenant as one 
who has not 
removed at the end of his term, and thereupon be entitled to all 
the remedies 
against the Tenant provided by law in that situation, or the 
Landlord may elect, 
at its option, to construe such holding over as a tenancy from 
month to month, 
subject to all the terms and conditions of this Lease, except as 
to duration 
thereof, and in that-event the Tenant shall pay monthly rent in 
advance at the 
rate provided herein as effective during the last month of the 
demised term.

Eminent Domain, Condemnation

Twentieth - If the property wherein the demised premises are 
located shall be 
taken by public or quasi-public authority under any power of 
eminent domain 
or condemnation, this Lease, at the option of either party, by 
notice given in 
writing to the other party, shall terminate. As of the date of this 
Lease, the 
Landlord represents that it has no knowledge, nor has it 
received any notice, 
regarding eminent domain proceedings affecting the subject 
premises.

Security Deposit

Twenty-first - DELETED.

Delivery of Lease

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

Lease Provisions Not Exclusive

Twenty-third - The foregoing rights and remedies are not 
intended to be 
exclusive but as additional to all rights and remedies the 
Landlord would 
otherwise have by law. 

Lease Binding on Heirs, Successors, Etc.

Twenty-fourth - All of the terms, covenants and conditions of 
this Lease shall 
inure to the benefit of and be binding upon the respective 
successors and 
assigns of the parties thereto. However, in the event of the 
death of the Tenant, 
if an individual, the Landlord may, at its option, terminate this 
Lease by 
notifying the executor or administrator of the Tenant at the 
demised premises.

Twenty-fifth - This Lease and the obligation of Tenant to pay 
rent hereunder 
and perform all of the other covenants and agreements 
hereunder on part of 
Tenant to be performed shall in no way be affected, impaired or 
excused 
because Landlord is unable to supply or is delayed in supplying 
any service 
expressly or implied to be supplied or is unable to make, or is 
delayed in 
making any repairs, additions, alterations or decorations or is 
unable to supply 
or is delayed in supplying any equipment or fixtures if Landlord 
is prevented or 
delayed from so doing by reason of governmental preemption in 
connection 
with a National Emergency declared by the President of the 
United States or in 
connection with any rule, order or regulation of any department 
or subdivision 
thereof of any governmental agency or by reason of the 
conditions of supply 
and demand which have been or are affected by the war. The 
provisions of this 
Paragraph are to be read in conjunction with Paragraph 
Eleventh above.

Twenty-sixth - This instrument may not be changed orally.

Indemnification

Twenty-seventh - (a) Tenant agrees that the use of the demised 
premises by 
itself its agents, contractors, employees and servants, is at its 
own risk and 
hereby releases Landlord and its agents, servants, contractors, 
and employees 
from any and all claims and demands of every kind resulting 
from any 
accident, damage or injury occurring therein, except as due to 
Landlord's 
negligence or willful act.

(b) Landlord shall not be responsible or liable to Tenant or any 
other party for 
any loss or damage that may be occasioned by or through the 
acts or omissions 
of persons occupying any part of the demised premises or any 
premises adjacent 
to or connected directly or indirectly with the demised premises, 
including but 
not limited to premises above or below the demised premises or 
any part of the 
building of which the demised premises are a part or any 
persons transacting 
any business in and/or on the building for any other purpose, or 
for any loss or 
damage resulting to Tenant or its property from any burst, 
stopped or leaking 
water, gas, sewer sprinkler or steam pipes or plumbing fixtures 
or by operation 
or construction of any private, public or quasi-public work, 
unless same is 
occasioned by the Landlord's own negligence or willful or 
intentional act. 
Landlord shall be liable for any latent defect in the building of 
which the 
demised premises are a part or from any failure of or defect in 
any electric line, 
plumbing, roof leak, circuit or facility, with the exception of the 
Tenant's 
individual electric system. All property kept, stored or 
maintained in the 
demised premises or elsewhere in the building shall be so kept, 
stored or 
maintained at the sole risk of Tenant.

(c) Tenant shall hold Landlord, its officers, directors, agents and 
employees 
harmless from and defend Landlord against and from any and all 
claims, 
liability, damage or loss, and from and against all costs and 
expenses, including 
reasonable attorneys' fees in connection therewith, arising out of 
any injury to 
or death of any person or damage to or destruction of the 
demised premises and 
any other portion of the building, as caused by the Tenant, and 
except for any 
cause resulting solely from the negligence or willful act of 
Landlord, its 
authorized agents or employees and, if occurring on or about 
the building, 
when such injury or damage shall be caused in whole or in part 
by the act. 
neglect, default or omission of Tenant, its agents, employees or 
invitees or 
otherwise by any conduct or transactions or any of said persons 
in or about or 
concerning the premises, including any failure of Tenant to 
observe or perform 
any of its obligations hereunder. The provisions of this 
paragraph shall survive 
the termination of this Lease with respect to any damage, injury 
or death 
occurring prior to such termination. The Tenant shall not have 
any obligation 
to indemnify the Landlord for any injuries, damages and/or 
claims which arise 
as a result of the negligence, acts and/or omissions of the 
Landlord. 
Furthermore, the Tenant will not have to indemnify the landlord 
for any 
damages and/or loss as a result of any injury or damage 
occurring on or about 
any portion of the common area or elsewhere on or about the 
building, except 
when such injury loss and/or damage shall be caused by the 
acts, omissions to 
act, negligence, gross negligence and/or willful act of the 
Tenant, its agents, 
employees or invitees.

Insurance

Twenty-eighth - Tenant covenants to provide, at Tenant's sole 
cost and 
expense, on or before the earlier of: (1) the commencement of 
the date of the 
term hereof; or (2) Tenant's entering upon the Demised 
Premised for the 
purpose of doing all or any part of Tenant's work, and to keep 
in full force and 
effect during the entire term and so long thereafter as Tenant, or 
anyone 
claiming by, through or under Tenant, shall occupy the Demised

Premises, insurance coverage, written by an insurer rated A-1 
or better, 
licensed to do business 1n the State of New Jersey, as follows:

(A) A policy or policies (and Certificate(s) evidencing same) of 
Comprehensive 
Public Liability insurance with broad form contractual and 
personal injury 
liability endorsements with respect to the Demised Premises or 
any 
appurtenances thereto, and the business carried on therein, on 
terms approved 
in writing by Landlord, in which insurance both Tenant and 
Landlord shall be 
covered by limits of liability in amounts (not less than 
$1,000,000.00 for injury 
or death to any one person and $3,000,000.00 for injury or 
death to more than
one person and $1,000,000.00 with respect to property damage, 
by water or 
otherwise for each occurrence) as shall be reasonable 
satisfactory to Landlord, 
from time to time. Tenant Sheller prior to occupancy or 
commencement of 
Tenant's work, provide the Landlord  Certificates of Insurance 
evidencing the 
coverage specified in this paragraph, which certificates shall 
name as 
additional insured: Landlord its affiliate and its authorized 
agent.

(b) All Risk Property Coverage Insurance in an amount 
adequate to cover both 
Landlord and Tenant as to their respective interests therein, for 
the full cost of 
replacement of all improvements and betterments, personal 
property 
declarations, trade fixtures, furnishings, equipment in the 
Demised Premises 
and all contents therein.

(c) All of the aforesaid insurance and any other insurance and 
any other 
insurance policies of Tenants shall be considered primary 
insurance and, except 
for workers' compensation, shall be issued in the name of 
Tenant and name as 
additional insurers and loss payees Landlord and any designees 
and/or 
mortgagees of Landlord, and shall be written by one or more 
reasonable, 
licensed insurance companies satisfactory to Landlord and in a 
form 
satisfactory to Landlord; all such insurance shall contain 
endorsements 
providing for at Lease thirty (30) days prior written notice to 
Landlord of any 
material change in or cancellation of such policy or coverage; all 
such 
insurance policies shall contain a waiver of subrogation in 
respect of Landlord.
	
(d) With respect to the Demised Premises and the contents, 
improvements, and 
betterments therein, Landlord shall not be liable for any damage 
by fire or other 
peril includable in the coverage afforded by the standard form of 
all risk 
property coverage insurance (whether or not such coverage is 
in effect), no 
matter how caused, it being understood that the Tenant will 
look solely to 
Tenant's insurer for reimbursement.

(e) Upon failure at any time on the part of Tenant to procure 
and deliver to 
Landlord the policy(ies) and certificate(s) of insurance, as 
hereinabove 
provided, Landlord may, in its sole discretion, as often as such 
failure shall 
occur, procure such insurance and pay the premium therefore, 
and for any sums 
paid by Landlord for insurance Landlord shall have all the 
remedies provided 
for in this Lease or by Law for the collection of rent. Payment 
by Landlord of 
such premium or the carrying by Landlord of any such policy 
shall not be 
deemed to waive or release the default of Tenant with respect 
thereto. Tenant's 
failure to provide and keep in force the aforementioned 
insurance shall be 
regarded as a Default hereunder entitling Landlord to exercise 
any or all of the 
remedies as provided in this Lease.

Twenty-nine - The rent will be increased by the lesser of 5% or 
the Consumer 
Price Index (CPI), published by the Bureau of Labor Statistics, 
U.S. 
Department of Labor, for Northern New Jersey, at the end of 
each year for the 
term of the Lease, except as modified herein. The above 
increase is not 
computed on the aggregate of the increases but on the rent 
charged the previous 
year.

Thirty - The rent shall be increased by the Tenant's pro rata 
share of any 
increase in municipal taxes, using the calendar year 1997 as the 
base year 
provided that the building is fully assessed by the municipality. 
If the building 
is not fully assessed by the municipality, the Tenant shall be 
responsible for its 
Pro rata share of any increase in the municipal taxes, based 
upon the 
assessment given by the municipality, whether it is fully or 
partially assessed. 
The Tenant's "pro rata share" is defined as the percentage of the 
Tenant's 
square footage relative to the entire square footage of the 
building.

Thirty-one - Landlord shall be responsible for the maintenance 
of all common 
hallways, stairs, landscaping and parking areas, and shall keep 
same in a clean 
condition, free from debris, trash refuse, snow and ice.

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

Witness:			VINCENT J. RUSSO REALTY 
COMPANY, 
LANDLORD

/s/ Mason 			By:  /s/ Vincent J. Russo

Witness:			RYAN, BECK & CO., INC., 
TENANT
/s/ Leonard J. Stanley		By: /s/ Allen S. Greene, President