<PAGE>

                                                                  Exhibit 10.15


                           LEASE AND LEASE AGREEMENT



                                    Between



                  Carnegie 214 Associates Limited Partnership

                                 The Landlord



                                      And



                             Level 8 Systems, Inc.

                                  The Tenant



                            For Leased Premises In



                              214 Carnegie Center
                             Princeton, New Jersey

                               February 23, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                                Page
                                                                                                                                ----
<S>                                                                                                                             <C>
1   DEFINITIONS.................................................................................................................   1
2   LEASE OF THE LEASED PREMISES................................................................................................   1
3   RENT........................................................................................................................   1
4   TERM........................................................................................................................   2
5   PREPARATION OF THE LEASED PREMISES..........................................................................................   3
6   OPTIONS.....................................................................................................................   3
7   USE AND OCCUPANCY...........................................................................................................   3
8   UTILITIES, SERVICES, MAINTENANCE AND REPAIRS................................................................................   5
9   ALLOCATION OF THE EXPENSE OF UTILITIES, SERVICES, MAINTENANCE, REPAIRS AND TAXES............................................   7
10  COMPUTATION AND PAYMENT OF ALLOCATED EXPENSES OF UTILITIES, SERVICES, MAINTENANCE, REPAIRS, TAXES AND CAPITAL
EXPENDITURES....................................................................................................................   8
11  LEASEHOLD IMPROVEMENTS, FIXTURES AND TRADE FIXTURES.........................................................................  16
12  ALTERATIONS, IMPROVEMENTS AND OTHER MODIFICATIONS BY THE TENANT.............................................................  16
13  LANDLORD'S RIGHTS OF ENTRY AND ACCESS.......................................................................................  18
14  LIABILITIES AND INSURANCE OBLIGATIONS.......................................................................................  19
15  CASUALTY DAMAGE TO BUILDING OR LEASED PREMISES..............................................................................  21
16  CONDEMNATION................................................................................................................  24
17  ASSIGNMENT OR SUBLETTING BY TENANT..........................................................................................  25
18  SIGNS, DISPLAYS AND ADVERTISING.............................................................................................  29
19  QUIET ENJOYMENT.............................................................................................................  29
20  RELOCATION..................................................................................................................  29
21  SURRENDER...................................................................................................................  30
22  EVENTS OF DEFAULT...........................................................................................................  30
23  RIGHTS AND REMEDIES.........................................................................................................  31
24  TERMINATION OF THE TERM.....................................................................................................  34
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                       <C>
25  MORTGAGE AND UNDERLYING LEASE PRIORITY..............................  35
26  TRANSFER BY LANDLORD................................................  35
27  INDEMNIFICATION.....................................................  37
28  PARTIES' LIABILITY..................................................  38
29  SECURITY DEPOSIT....................................................  41
30  REPRESENTATIONS.....................................................  41
31  RESERVATION IN FAVOR OF TENANT......................................  42
32  TENANT'S CERTIFICATES AND MORTGAGEE NOTICE REQUIREMENTS.............  43
33  WAIVER OF JURY TRIAL AND ARBITRATION................................  45
34  SEVERABILITY........................................................  45
35  NOTICES.............................................................  45
36  CAPTIONS............................................................  45
37  COUNTERPARTS........................................................  45
38  APPLICABLE LAW......................................................  45
39  EXCLUSIVE BENEFIT...................................................  45
40  SUCCESSORS..........................................................  46
41  AMENDMENTS..........................................................  46
42  WAIVER..............................................................  46
43  COURSE OF PERFORMANCE...............................................  46
</TABLE>

                                       ii
<PAGE>

                               TABLE OF EXHIBITS



<TABLE>
<CAPTION>
                                                                     Exhibit
                                                                     -------
<S>                                                                  <C>
Leased Premises Floor Space Diagram...................................   A
Property Description..................................................   B
Building Description..................................................   C
Building Rules and Regulations........................................   D
Definitions and Index of Definitions..................................   E
Janitorial Services Description.......................................   F
A Form of Estoppel Certificate........................................   G
HVAC Specifications...................................................   H
</TABLE>

                                      iii
<PAGE>

     LEASE AND LEASE AGREEMENT, dated as of February 23, 2001, between Carnegie
214 Associates Limited Partnership, a New Jersey limited partnership, with
offices c/o Boston Properties at Suite 100, 502 Carnegie Center, Princeton, New
Jersey 08540 (the "Landlord"), and Level 8 Systems, Inc., a Delaware
corporation, with its principal office at 8000 Regency Parkway, Cary, North
Carolina 27511 (the "Tenant").


          Subject to all the terms and conditions set forth below, the Landlord
and the Tenant hereby agree as follows:


1  Definitions.  Certain terms and phrases used in this Agreement (generally
   -----------
those whose first letters are capitalized) are defined in Exhibit E attached
hereto and, as used in this Agreement, they shall have the respective meanings
assigned or referred to in that exhibit.


2  Lease of the Leased Premises.
   -----------------------------

     2.1  The Landlord shall, and hereby does, lease to the Tenant, and the
Tenant shall, and hereby does, accept and lease from the Landlord, the Leased
Premises during the Term.  The Leased Premises consist of 4,882 square feet of
gross rentable floor space on the third floor of 214 Carnegie Center, as more
fully described in the definition of Leased Premises set forth in Exhibit E
attached hereto.

     2.2  The Landlord shall, and hereby does, grant to the Tenant, and the
Tenant shall, and hereby does, accept from the Landlord, the non-exclusive right
to use the Common Facilities during the Term for itself, its employees, other
agents and Guests in common with the Landlord, any tenants of Other Leased
Premises, any of their respective employees, other agents and guests and such
other persons as the Landlord may, in the Landlord's sole discretion, determine
from time to time.

3  Rent.
   ----

     3.1  The Tenant shall punctually pay the Rent for the Leased Premises for
the Term to the Landlord in the amounts and at the times set forth below,
without bill or other demand and without any offset, deduction or, except as may
be otherwise specifically set forth in this Agreement, abatement whatsoever.

     3.2  The Basic Rent for the Leased Premises during the Term shall be at the
rate per year set forth below:


                     Period               Annual Rental Rate
                     ------               ------------------

           Commencement Date through           $156,224.00
           sixth month of Lease Year 3

           Balance of Term                     $165,988.00

                                       1
<PAGE>

     3.3  The Tenant shall punctually pay the applicable Basic Rent in equal
monthly installments in advance on the first day of each month during the Term,
with the exception of Basic Rent for the first full calendar month of the Term
and for any period of less than a full calendar month at the beginning of the
Term.  The Tenant shall pay the Basic Rent for the first full calendar month of
the Term upon execution and delivery of this Agreement.  The Tenant shall
punctually pay the Basic Rent for a period of less than a full calendar month at
the beginning of the Term on the Commencement Date.

     3.4  The Basic Rent and the Additional Rent for any period of less than a
full calendar month shall be prorated.  In the event that any installment of
Basic Rent cannot be calculated by the time payment is due, such portion as is
then known or calculable shall be then due and payable; and the balance shall be
due upon the Landlord's giving notice to the Tenant of the amount of the balance
due.

     3.5  The Additional Rent for the Leased Premises during the Term shall be
promptly paid by the Tenant in the respective amounts and at the respective
times set forth in this Agreement.

     3.6  That portion of any amount of Rent or other amount due under this
Agreement which is not paid on the day it is first due (by the tenth day after
the day it is first due in the case of the first payment in any period of twelve
consecutive calendar months that is not paid on the day it is first due) shall
incur a late charge equal to the sum of: (i) five percent of that portion of any
amount of Rent or other amount due under this Agreement which is not paid on the
day it is first due and (ii) interest on that portion of any amount of Rent or
other amount due under this Agreement which is not paid on the day it is first
due at the Base Rate(s) in effect from time to time plus two additional
percentage points from the day such portion is first due through the day of
receipt thereof by the Landlord.  Any such late charge due from the Tenant shall
be due immediately.

     3.7  Any amount of Rent or other amount which is due upon execution and
delivery of this Agreement shall be paid by the Tenant to the Landlord at the
Landlord's office at Suite 100, 502 Carnegie Center, Princeton, New Jersey
08540.  Otherwise, the Tenant shall make all payments of Rent or other amounts
due under this Agreement to the Landlord by electronic funds (wire) transfer to
FleetBoston (Boston, Massachusetts), ABA# 0ll 000 390, for credit to the account
of Boston Properties L.P., account no. 522-38660, or by mail to Boston
Properties Limited Partnership, P. O. Box 3557, Boston, Massachusetts 02241-
3557.  By notice to the Tenant from time to time, the Landlord may change the
foregoing payment instructions with regard to amounts not previously paid.

4  Term.
   ----

     4.1  The Term shall commence on the Commencement Date and shall continue
for five years from the beginning of the Initial Year, unless sooner terminated
in accordance with section 24 of this Agreement.

                                       2
<PAGE>

     4.2  Unless the condition contemplated by subsection 4.3 of this Agreement
occurs, the Commencement Date shall be March 1, 2001.

     4.3  In the event the Tenant takes possession of, or occupies, the Leased
Premises for the conduct of business earlier than March 1, 2001, the
Commencement Date shall be the first date of such earlier taking of possession
or occupancy.

     4.4  Once it is ascertained in accordance with subsections 4.2 and 4.3 of
this Agreement, the Landlord shall give prompt notice of the Commencement Date
to the Tenant; and if the Tenant does not object thereto by notice given to the
Landlord within 10 days of the Landlord's notice, the date set forth in the
Landlord's notice shall thereafter be conclusively presumed to be the
Commencement Date.

5  Preparation of the Leased Premises.
   ----------------------------------

     5.1  The Tenant shall accept the Leased Premises on the Commencement Date
in its then "AS IS" condition.

6  Options.
   -------

     6.1  The Tenant shall not have any option or optional right to renew or
extend the Term.

     6.2  In the event the Tenant assigns this Agreement or sublets, or licenses
the use or occupancy of, the Leased Premises or any portions thereof in
accordance with section 17 of this Agreement or otherwise, or attempts to do so,
any type of option or optional right exercisable by the Tenant not theretofore
timely and otherwise properly exercised by the Tenant shall thereupon expire.

7  Use and Occupancy.
   -----------------

     7.1  The Tenant shall occupy and use the Leased Premises during the Term
exclusively for general office purposes, including, but not limited to, Tenant's
business of computer software sales and services.  Notwithstanding the
foregoing, in the Leased Premises the Tenant shall not open for the public any
operating banking facility or any lending facility of a type operated by any
bank, bank holding company, savings bank, savings and loan, consumer credit
lender or similar institutional lender.

     7.2  In connection with the Tenant's use and occupancy of the Leased
Premises and use of the Common Facilities, the Tenant shall observe, and the
Tenant shall cause the Tenant's employees, other agents and Guests to observe,
each of the following:

          7.2.1  the Tenant shall not do, or permit or suffer the doing of,
anything which might have the effect of creating not insignificantly increased
risk of, or damage from, fire, explosion or other casualty;

                                       3
<PAGE>

          7.2.2  the Tenant shall not do, or permit or suffer the doing of,
anything which would have the effect of (a) increasing any premium for any
liability, property, casualty or excess coverage insurance policy otherwise
payable by the Landlord or any tenant of Other Leased Premises or (b) making any
such types or amounts of insurance coverage unavailable or less available to the
Landlord or any tenant of Other Leased Premises;

          7.2.3  to the extent they are not inconsistent with this Agreement,
the Tenant and the Tenant's employees, other agents and Guests shall comply with
the Building Rules and Regulations attached hereto as Exhibit D, and with any
changes made therein by the Landlord if, with respect to any such changes, the
Landlord shall have given notice of the particular changes to the Tenant and
such changes shall not materially adversely affect the conduct of the Tenant's
business in the Leased Premises.  The Landlord shall uniformly adopt and enforce
the Building Rules and Regulations in a non-discriminatory manner;

          7.2.4  the Tenant and the Tenant's employees, other agents and Guests
shall not create, permit or continue any Nuisance in or around the Carnegie
Center Complex, the Leased Premises, the Other Leased Premises, the Building,
the Common Facilities and the Property;

          7.2.5  the Tenant and the Tenant's employees, other agents and Guests
shall not permit the Leased Premises to be regularly occupied by more than one
individual per 200 square feet of rentable floor space of the Leased Premises;

          7.2.6  the Tenant and the Tenant's employees, other agents and Guests
shall comply with all Federal, state and local statutes, ordinances, rules,
regulations and orders as they pertain to the Tenant's use and occupancy of the
Leased Premises, to the conduct of the Tenant's business and to the use of the
Common Facilities, except that this subsection shall not require the Tenant to
make any alterations, additions or other changes, including, but not limited to,
structural changes that may be required thereby that are generally applicable to
the Building as a whole and not to the Tenant's particular use of the Leased
Premises.  The parties hereby agree and acknowledge that any and all
alterations, improvements, additions or other modifications, including, but not
limited to, structural changes to the Common Facilities, which are not
necessitated by the Tenant's use of the Leased Premises or by any alterations,
improvements, additions or other modifications to the Leased Premises made by or
on behalf of the Tenant, are expressly the sole obligation of the Landlord;

          7.2.7  the Tenant and the Tenant's employees, other agents and Guests
shall comply with the requirements of the Board of Fire Underwriters (or
successor organization) and of any insurance carriers providing liability,
property, casualty or excess insurance coverage regarding the Property, the
Building, the Common Facilities or any portions thereof, any other improvements
on the Property and the Carnegie Center Complex, except that this subsection
shall not require the Tenant to make any structural changes that may be required
thereby that are generally applicable to the Building as a whole and not to the
Tenant's particular use of the Leased Premises.  The parties hereby agree and
acknowledge that any and all alterations, improvements, additions or other
modifications, including, but not limited to, structural changes

                                       4
<PAGE>

to the Common Facilities, which are not necessitated by the Tenant's use of the
Leased Premises or by any alterations, improvements, additions or other
modifications to the Leased Premises made by or on behalf of the Tenant, are
expressly the sole obligation of the Landlord;

          7.2.8  the Tenant and the Tenant's employees, other agents and Guests
shall not bring or discharge any substance (solid liquid or gaseous), or conduct
any activity, in or on the Carnegie Center Complex, the Property, the Building,
the Common Facilities or the Leased Premises that shall have been identified by
the scientific community or by any Federal, state or local statute (including,
without limiting the generality of the foregoing, the Spill Compensation and
Control Act (58 N.J.S.A. (S)23.11 et seq.) and the Industrial Site Recovery Act
                                  ------
(13 N.J.S.A. 1 K-6 et seq.), as they may be amended), ordinance, rule,
                   ------
regulation or order as toxic or hazardous to health or to the environment.  The
Landlord represents and warrants that, to the best of its knowledge, as of the
Commencement Date, there are no such hazardous or toxic substances present in,
on, under or about the Carnegie Center Complex, the Property, the Building, the
Common Facilities or the Leased Premises, and that the Landlord is in compliance
with all applicable Federal, state or local environmental statutes, rules and
regulations or orders in connection with the Carnegie Center Complex, the
Property, the Building, the Common Facilities and the Leased Premises;

          7.2.9  the Tenant and the Tenant's employees, other agents and Guests
shall not draw electricity in the Leased Premises in excess of the rated
capacity of the electrical conductors and safety devices of 3.1 watts per
rentable square foot connected load, including, without limiting the generality
of the foregoing, circuit breakers and fuses, by which electricity is
distributed to and throughout the Leased Premises and, without the prior written
consent of the Landlord in each instance, shall not connect any fixtures,
appliances or equipment to the electrical distribution system serving the
Building and the Leased Premises other than typical professional office
equipment such as minicomputers, microcomputers, typewriters, copiers, telephone
systems, coffee machines and table top microwave ovens, none of which,
considered individually and in the aggregate, overall and per fused or circuit
breaker protected circuit, shall exceed the above limits;

          7.2.10 on a timely basis the Tenant shall pay directly and promptly to
the respective taxing authorities any taxes (other than Taxes) charged, assessed
or levied exclusively on the Leased Premises or arising exclusively from the
Tenant's use and occupancy of the Leased Premises; and

          7.2.11 the Tenant shall not initiate any appeal or contest of any
assessment or collection of Taxes for any period without, in each instance, the
prior written consent of the Landlord which, without being deemed unreasonable,
the Landlord may withhold if the Building was not 90% occupied by paying tenants
throughout that period or if the Tenant is not joined by tenants of Other Leased
Premises that leased throughout that period, and that are then leasing, at least
80% of all Other Leased Premises, determined by their gross rentable floor
space.

8  Utilities, Services, Maintenance and Repairs.
   --------------------------------------------

                                       5
<PAGE>

     8.1  The Landlord shall provide or arrange for the provision of:

          8.1.1  such maintenance and repair of the Building (except the Leased
Premises and Other Leased Premises); the Common Facilities; and the building
standard heating, ventilation and air conditioning systems, any plumbing systems
and the electrical systems in the Building, the Common Facilities, the Leased
Premises and Other Leased Premises as is customarily provided for first class
office buildings in the immediate area;

          8.1.2  such janitorial services for the Building, the Leased Premises
and Other Leased Premises as are set forth in Exhibit F attached hereto and such
garbage removal from the Building and the Common Facilities as is customarily
provided for first class office buildings in the immediate area;

           8.1.3  water to the Building and, if the appropriate plumbing has
been installed therein, the Leased Premises and Other Leased Premises;

          8.1.4  sewage disposal for the Building;

          8.1.5  passenger elevator service for the Building;

          8.1.6  snow clearance from, and sweeping of, Parking Facilities and
driveways which are part of the Property; and

          8.1.7  the maintenance of landscaping which is part of the Property or
the Common Facilities.

     8.2  The Landlord shall provide or arrange for the provision of:

          8.2.1  such maintenance and repair of the Leased Premises as is
customarily provided for leased premises in first class office buildings in the
immediate area, except for refinishing walls and wall treatments, base,
ceilings, floor treatments and doors in general from time to time or for gouges,
spots, marks, damage or defacement caused by anyone other than the Landlord, its
employees and other agents, and except for the Tenant's furniture, furnishings,
equipment including, without limiting the generality of the foregoing, any
supplemental air conditioning equipment installed by or at the request of the
Tenant at any time, and other property;

          8.2.2  such maintenance and repair of the Other Leased Premises as is
customarily provided for leased premises in first class office buildings in the
immediate area, except for refinishing walls and wall treatments; base,
ceilings, floor treatments and doors in general from time to time or for gouges,
spots, marks, damage or defacement caused by anyone other than the Landlord, its
employees and other agents, and except for the respective tenants' furniture,
furnishings, equipment and other property;

                                       6
<PAGE>

          8.2.3  the electricity required for the operation of the Building, the
Property and the Common Facilities during Regular Business Hours and, on a
reduced service basis, during other than Regular Business Hours, and, at all
times, the electricity required for the Leased Premises and Other Leased
Premises;

          8.2.4  such building standard heat, ventilation and air conditioning
for the Building, the Leased Premises and Other Leased Premises in accordance
with the HVAC Specifications described in Exhibit G attached hereto; and

          8.2.5  heated water to the Building (except the Leased Premises and
Other Leased Premises, unless the appropriate plumbing, fixtures and hot water
heating units have been installed therein); and

          8.2.6  during other than Regular Business Hours, upon request faxed by
the Tenant to the Landlord by 3:00 p.m. on the business day immediately prior to
the day in question, Landlord shall provide heat, ventilation and air
conditioning on a full service basis on such day(s) in question at a cost to the
Tenant of $75.00 per hour or partial hour of use per floor; provided, however,
that any such charges for the Tenant's heat, ventilation and air conditioning
usage shall be proportionately reduced to reflect any simultaneous usage by
tenants of Other Leased Premises on the same floor and in the same zone.

     8.3  Except as specifically set forth in subsections 8.1 and 8.2.1 of this
Agreement, the Tenant shall maintain and repair the Leased Premises and any
equipment above building standard installed by, or at the request of, the Tenant
and keep the Leased Premises and the foregoing in as good condition and repair,
reasonable wear and use excepted, as the Leased Premises are upon the respective
completion of any improvements contemplated by sections 5 or 12 of this
Agreement.

9  Allocation of the Expense of Utilities, Services, Maintenance, Repairs and
   --------------------------------------------------------------------------
Taxes.
------

     9.1  All Tenant Electric Charges shall be borne by the Tenant.

     9.2  Between the Commencement Date and the end of the No Pass Through
Period, the Tenant's Share of all Operational Expenses and Taxes incurred during
such period shall be borne by the Landlord.

     9.3  Between the day after the end of the No Pass Through Period and the
end of the Term, the Tenant's Share of Operational Expenses and Taxes incurred
during each annual or shorter period ending on (a) December 31 of each year and
(b) the end of the Term shall be borne as follows:

          9.3.1  the Tenant's Share of:  Operational Expenses and Taxes incurred
during each such period of 12 months (or shorter period), up to the amounts of
Base Year Operational Expenses and Base Year Taxes, respectively (or
proportional amount thereof for periods shorter than 12 months), shall be borne
by the Landlord; and

                                       7
<PAGE>

          9.3.2   the Tenant's Share of:  the amounts by which Operational
Expenses and Taxes incurred during each such period of 12 months (or shorter
period) exceed Base Year Operational Expenses and Base Year Taxes, respectively
(or proportional amount thereof for periods shorter than 12 months) shall be
allocated to, and borne by, the Tenant as more specifically set forth in section
10 of this Agreement.

10  Computation and Payment of Allocated Expenses of Utilities, Services,
    ---------------------------------------------------------------------
Maintenance, Repairs, Taxes and Capital Expenditures
----------------------------------------------------

     10.1 The Tenant shall promptly pay the following additional amounts to the
Landlord at the respective times set forth below:

          10.1.1  commencing with the first day after the end of the No Pass
Through Period, and on the first day of each month thereafter during the Term,
one-twelfth of the Tenant's Share of the amount by which Taxes for the then
current calendar year exceeds Base Year Taxes, computed in accordance with
subsection 10.5 of this Agreement;

          10.1.2  within 20 days of the Landlord's giving notice to the Tenant
after the close of each calendar year closing during the Term, commencing with
the first calendar year closing after the close of the No Pass Through Period,
and after the end of the Term, the Tenant's Share of the difference between the
Landlord's previously projected amount of Taxes for such period and the actual
amount of Taxes for such period, in either case in excess of Base Year Taxes,
computed in accordance with subsection 10.6 of this Agreement (unless such
difference is a negative amount, in which case the Landlord shall credit such
difference against any amounts next due from the Tenant under subsections 10.1.1
and 10.5 of this Agreement);

          10.1.3  commencing with the first day after the end of the No Pass
Through Period, and on the first day of each month thereafter during the Term,
one-twelfth of the Tenant's Share of the amount by which operational Expenses
for the then current calendar year exceed Base Year Operational Expenses,
computed in accordance with subsection 10.7 of this Agreement;

          10.1.4  within 20 days of the Landlord's giving notice to the Tenant
after the close of each calendar year closing during the Term, commencing with
the first calendar year closing after the close of the No Pass Through Period,
and after the end of the Term, the Tenant's Share of the difference between the
Landlord's previously projected amount of Operational Expenses for such period
and the actual amount of Operational Expenses for such period, in either case in
excess of Base Year Operational Expenses, computed in accordance with subsection
10.8 of this Agreement (unless such difference is a negative amount, in which
case the Landlord shall credit such difference against any amounts next due from
the Tenant under subsections 10.1.3 and 10.7 of this Agreement);

          10.1.5  commencing with the first day of the first month after the
Landlord gives any notice contemplated by subsection 10.9 of this Agreement to
the Tenant and continuing on

                                       8
<PAGE>

the first day of each month thereafter until the earlier of (a) the end of the
Term or (b) the last month of the useful life set forth in the respective
notice, one-twelfth of the Tenant's Share of any Annual Amortized Capital
Expenditure, computed in accordance with subsection 10.9 of this Agreement;

          10.1.6  on the first day of each month during the Term, the monthly
Tenant Electric Charges, computed in accordance with subsection 10.10 of this
Agreement; and

          10.1.7  within twenty (20) days when billed therefor by the Landlord,
the amount of any expense which would otherwise fall within the definition of
Operational Expenses, but which is specifically paid or incurred by the Landlord
for operation and maintenance of the Building, the Common Facilities or the
Property outside Regular Business Hours at the specific request of the Tenant or
the amount of any expenditure incurred for maintenance or repair of damage to
the Building, the Common Facilities, the Property, the Leased Premises or the
Other Leased Premises caused directly or indirectly, in whole or in part, by the
active or passive negligence or intentional act of the Tenant or any of its
employees, other agents or Guests.

     10.2 "Operational Expenses" means all expenses paid or incurred by the
Landlord in connection with the Property, the Building, the Common Facilities
and any other improvements on the Property and their operation and maintenance,
(other than Taxes (which are separately allocated to the Tenant in accordance
with subsections 10.1.1 and 10.1.2 of this Agreement), Capital Expenditures
(which are separately allocated to the Tenant in accordance with subsection
10.1.5 of this Agreement) and those expenses contemplated by subsections 10.1.6
and 10.1.7 of this Agreement) including, without limiting the generality of the
foregoing:

          10.2.1  Utilities Expenses;

          10.2.2  the expense of providing the services, maintenance and repairs
contemplated by subsections 8.1, 8.2.1 and 8.2.2 of this Agreement, whether
furnished by the Landlord's employees or by independent contractors or other
agents;

          10.2.3  wages, salaries, fees and other compensation and payments and
payroll taxes and contributions to any social security, unemployment insurance,
welfare, pension or similar fund and payments for other fringe benefits required
by law or union agreement (or, if the employees or any of them are not
represented by a union, then payments for benefits comparable to those generally
required by union agreement in first class office buildings in the immediate
area which are unionized) made to or on behalf of any employees of Landlord
performing services rendered in connection with the operation and maintenance of
the Building, the Common Facilities and the Property, including, without
limiting the generality of the foregoing, elevator operators, elevator starters,
window cleaners, porters, janitors, maids, miscellaneous handymen, watchmen,
persons engaged in patrolling and protecting the Building, the Common Facilities
and the Property, carpenters, engineers, firemen, mechanics, electricians,
plumbers, other tradesmen, other persons engaged in the operation and
maintenance of the Building, Common Facilities and Property, Building
superintendent and assistants, Building manager, and clerical and administrative
personnel;

                                       9
<PAGE>

          10.2.4  the uniforms of all employees and the cleaning, pressing and
repair thereof;

          10.2.5  premiums and other charges incurred by Landlord with respect
to all insurance relating to the Building, the Common Facilities and the
Property and the operation and maintenance thereof, including, without
limitation:  property and casualty, fire and extended coverage insurance,
including windstorm, flood, hail, explosion, other casualty, riot, rioting
attending a strike, civil commotion, aircraft, vehicle and smoke insurance;
public liability insurance; elevator, boiler and machinery insurance; excess
liability coverage insurance; use and occupancy insurance; workers' compensation
and health, accident, disability and group life insurance for all employees; and
casualty rent insurance;

          10.2.6  sales and excise taxes and the like upon any Operational
Expenses and Capital Expenditures;

          10.2.7  management fees of any independent managing agent for the
Property, the Building or the Common Facilities; and if there shall be no
independent managing agent, or if the managing agent shall be a person
affiliated with the Landlord, the management fees that would customarily be
charged for the management of the Property, the Building and the Common
Facilities by an independent, first class managing agent in the immediate area;

          10.2.8  the cost of replacements for tools, supplies and equipment
used in the operation, service, maintenance, improvement, inspection, repair and
alteration of the Building, the Common Facilities and the Property;

          10.2.9  the cost of repainting or otherwise redecorating any part of
the Building or the Common Facilities;

          10.2.10 decorations for the lobbies and other Common Facilities in the
Building;

          10.2.11 the cost of licenses, permits and similar fees and charges
related to operation, repair and maintenance of the Building, the Property and
the Common Facilities;

          10.2.12 an allocable share of service, replacement, repair,
maintenance and other charges assessed from time to time by the Carnegie Center
Owner's Association II to the Building; and

          10.2.13 any and all other expenditures of the Landlord in connection
with the operation, alteration, repair or maintenance of the Property, the
Common Facilities or the Building as a first-class office building and
facilities in the immediate area which are properly treated as an expense fully
deductible as incurred in accordance with generally applied real estate
accounting practice.

                                       10
<PAGE>

The Landlord covenants and agrees that all computations of Operational Expenses
shall be performed, and all records with regard to same shall be maintained, in
accordance with generally applied real estate accounting practice.

     10.3 "Capital Expenditures" means the following expenditures incurred or
paid by the Landlord in connection with the Property, the Building, the Common
Facilities and any other improvements on the Property:

          10.3.1  all costs and expenses incurred by the Landlord in connection
with retro-fitting the entire Building or the Common Facilities, or any portion
thereof, to comply with any change in Federal, state or local statute, rule,
regulation, order or requirement which change takes effect after the
Commencement Date;

          10.3.2  all costs and expenses incurred by the Landlord for
replacements (in lieu of further maintenance) of the Property, the Building or
the Common Facilities or portions thereof for the purpose of continued operation
of the Property, the Building and the Common Facilities as a first class office
complex in the immediate area, if the Landlord shall have reasonably projected
that the Capital Expenditure to be incurred for the respective replacement item
will be less than the cost of projected continuing maintenance of the item to be
replaced over the useful life of the replacement item to be installed; and

          10.3.3  all costs and expenses incurred by the Landlord in connection
with the installation of any energy, labor or other cost saving device or system
on the Property or in the Building or the Common Facilities.

     10.4 Neither "Operational Expenses" nor "Capital Expenditures" shall
include any of the following:

          10.4.1  principal or interest on any mortgage indebtedness on the
Property, the Building or any portion thereof or rent on any ground lease;

          10.4.2  any capital expenditure, or amortized portion thereof, other
than those included in the definition of Capital Expenditures set forth in
subsection 10.3 above;

          10.4.3  expenditures for any leasehold improvement which is made in
connection with the preparation of any portion of the Building for occupancy by
a new tenant or which is not made generally to or for the benefit of the Leased
Premises and all Other Leased Premises or generally to the Building or the
Common Facilities;

          10.4.4  to the extent the Landlord actually receives proceeds of
property and casualty insurance policies on the Building, other improvements on
the Property or the Common Facilities, expenditures for repairs or replacements
occasioned by fire or other casualty to the Building or the Common Facilities;

                                       11
<PAGE>

          10.4.5  expenditures for repairs, replacements or rebuilding
occasioned by any of the events contemplated by section 16 of this Agreement;

          10.4.6  expenditures for costs, including advertising and leasing
commissions, incurred in connection with efforts to lease portions of the
Building and to procure new tenants for the Building;

          10.4.7  expenditures for the salaries and benefits of the executive
officers, if any, of the Landlord; and

          10.4.8  depreciation (as that term is used in the accounting sense in
the context of generally applied real estate accounting practice) of the
Building, the Common Facilities and any other improvement on the Property;

          10.4.9  services provided to other tenants of Other Leased Premises or
the Tenant for which Landlord is reimbursed by the Tenant or such other tenants;

          10.4.10 services provided at greater levels to tenants of Other Leased
Premises than those services provided to the Tenant or services available to
such other tenants and not to the Tenant;

          10.4.11  fines and or penalties imposed on the Landlord for failure by
Landlord to pay amounts when due or to comply with applicable laws, statutes,
ordinances, rules, regulations or orders;

          10.4.12  costs incurred through the negligence or willful misconduct
of Landlord;

          10.4.13  the cost of any work or service performed jointly for the
Carnegie Center Complex and the Building, or for a facility jointly serving the
Carnegie Center Complex and any other building, reasonably apportioned and
fairly allocated to other than the Leased Premises;

          10.4.14  any costs included in Operational Expenses representing an
amount paid to a corporation related to Landlord which is in excess of the
amount which would have been paid in the absence of such relationship;

          10.4.15  the cost of correcting any defects in the initial
construction of the Carnegie Center Complex, Building, Common Facilities or in
any other improvements on the Leased Premises or in any subsequent additions
thereto; and

          10.4.16  the cost of the removal of any asbestos or hazardous
materials from the Leased Premises, the Building, the Common Facilities or the
Carnegie Center Complex.

     10.5 As soon as practicable after the close of the No Pass Through Period
and December 31 of each year thereafter, any portion of which is during the
Term, the Landlord shall furnish the Tenant with a notice setting forth:

                                       12
<PAGE>

          10.5.1  Taxes billed, or if a bill has not then been received for the
entire period, the Landlord's projection of Taxes to be billed, for the then
current calendar year;

          10.5.2  the amount of Base Year Taxes;

          10.5.3  the amount, if any, by which item 10.5.1 above exceeds item
10.5.2 above; and

          10.5.4  the Tenant's Share of item 10.5.3 above.

The Landlord warrants that no moratoriums, credits or discounts on real estate
taxes for the Building, the Property and any improvements thereon, the Carnegie
Center Complex, the Common Facilities are in effect as of the date of this
Agreement for the purposes of computing Taxes.

     10.6 As soon as practicable after December 31 of each year during the Term
and after the end of the Term, the Landlord shall furnish the Tenant with a
notice setting forth:

          10.6.1  the actual amount of Taxes for the preceding calendar year in
excess of Base Year Taxes (or proportional amount thereof for shorter periods
during the Term);

          10.6.2  the Landlord's previously projected amount of Taxes for the
preceding calendar year in excess of Base Year Taxes (or proportional amount
thereof for shorter periods during the Term);

          10.6.3  the difference obtained by subtracting item 10.6.2 above from
item 10.6.1 above; and

          10.6.4  the Tenant's Share of item 10.6.3 above.

     10.7 As soon as practicable after the close of the No Pass Through Period
and December 31 of each year thereafter, any portion of which is during the
Term, the Landlord shall furnish the Tenant with a notice setting forth:

          10.7.1  the Landlord's projection of annual Operational Expenses for
the current period (if any portion thereof is during the Term);

          10.7.2  the amount of the Base Year Operational Expenses;

          10.7.3  the amount, if any, by which item 10.7.1 above exceeds item
10.7.2 above; and

          10.7.4  the Tenant's Share of item 10.7.3 above.

                                       13
<PAGE>

     10.8 As soon as practicable after December 31 of each year during the Term
and after the end of the Term, the Landlord shall furnish the Tenant with a
notice setting forth:

          10.8.1  the actual amount of Operational Expenses for the preceding
calendar year in excess of Base Year Operational Expenses (or proportional
amount thereof for shorter periods during the Term);

          10.8.2  the Landlord's previously projected amount of Operational
Expenses for the preceding calendar year in excess of Base Year Operational
Expenses (or proportional amount thereof for shorter periods during the Term);

          10.8.3  the difference obtained by subtracting item 10.8.2 above from
item 10.8.1 above; and

          10.8.4  the Tenant's Share of item 10.8.3 above.

     10.9 As soon as practicable after incurring any Capital Expenditure, the
Landlord shall furnish the Tenant with a notice setting forth:

          10.9.1  a description of the Capital Expenditure and the subject
thereof;

          10.9.2  the date the subject of the respective Capital Expenditure was
first placed into service and the period of useful life selected by the Landlord
in connection with the determination of the Annual Amortized Capital
Expenditure;

          10.9.3  the amount of the Annual Amortized Capital Expenditure; and

          10.9.4  the Tenant's Share of item 10.9.3 above.

     10.10  The Landlord's projection of current Tenant Electric Charges is at
the rate of $1.35 per rentable square foot per year.  From time to time,
whenever the Landlord's estimate of Tenant Electric Charges changes, the
Landlord shall furnish the Tenant with a notice setting forth its estimate of
Tenant Electric Charges per month.  Unless the Tenant desires to question the
Landlord's then most recent estimate of Tenant Electric Charges exclusively in
the manner set forth below, the Landlord's then most recent estimate shall be
binding and shall continue in effect until any question raised by the Tenant is
otherwise resolved in accordance with this subsection 10.10 of the Agreement.
If the Tenant desires to question the Landlord's estimate of Tenant Electric
Charges, the Tenant shall give notice to the Landlord of its desire.  Upon
receipt of the Tenant's notice, the Landlord shall obtain, at the Tenant's
expense, a reputable, independent electrical engineer's formal written estimate
and computation of the Tenant Electric Charges.  The engineer's estimate and
computation of Tenant Electric Charges shall thereupon control for a 12 month
period commencing with the date as of which it is given effect as to Tenant
Electric Charges, and until the Landlord furnishes the Tenant with a subsequent
notice setting forth its estimate of Tenant Electric Charges per month, except
to the extent that the

                                       14
<PAGE>

Landlord may increase them in proportion to increases in Utilities Expenses
during the same period.

     10.11  Within 45 days after the Landlord gives any notice enumerated in
subsections 10.5 through 10.10 of this Agreement, the Tenant or the Tenant's
authorized agent, upon one week's prior notice to the Landlord, may inspect the
Landlord's books and records, as they pertain to the particular expense in
question, at the Landlord's office regarding the subject of any such notice to
verify the amount(s) and calculations thereof.  After payment of its Tenant's
Share of the respective item for any period in accordance with the provisions of
section 10 of this Agreement, no further inspection or review shall be conducted
regarding Operational Expenses, Taxes, Capital Expenditures, Base Year
Operational Expenses or Base Year Taxes except with respect to items and periods
which may have been timely and otherwise properly questioned within the 45 day
period.  No inspection or review shall be conducted by any agent of the Tenant
engaged, in whole or in part, on a contingent fee basis; and if any inspection
or review is conducted, the Landlord shall have the right to verify that the
provisions of this prohibition have been satisfied in each instance.  The
Landlord shall cooperate in such review and inspection by making such records
reasonably available to the Tenant or its representatives.  In the event that as
a result of such inspection and review the parties agree that the Tenant has
paid to the Landlord an amount which is in excess of one hundred five (105%)
percent of the amount which Tenant should have paid pursuant to the notice given
by the Landlord in accordance with subsection 10.8 of this Agreement, the
Landlord shall credit the amount of the total overpayment against any amounts
next due from the Tenant under this Agreement, or in the event that there are no
longer any amounts due from the Tenant, the Landlord shall pay the amount of
such excess to the Tenant within thirty (30) days after the Landlord and the
Tenant agree to same.  In the event that as a result of such inspection and
review the parties agree that the Tenant has paid to the Landlord less than
ninety five (95%) percent of the amount Tenant should have paid pursuant to the
notice given by the Landlord in accordance with subsection 10.8 of this
Agreement, the Tenant shall pay to the Landlord the amount of the total
underpayment within thirty (30) days after the Landlord and Tenant agree to
same.  In the event that as a result of such inspection and review the parties
agree that the Tenant has paid to the Landlord, pursuant to the notice given by
the Landlord in accordance with subsection 10.8 of this Agreement, an amount
which is one hundred ten (110%) percent or more of the amount which Tenant
should have paid under subsection 10.8 of this Agreement, the Landlord shall pay
the Tenant's reasonable and actual costs of such inspection and review.  The
Tenant shall keep any information gained from such audit confidential and shall
not disclose it to any other party except the Tenant's retained professionals
and except in the context of any judicial or administrative proceedings
concerning Operational Expenses.  The exercise by the Tenant of its audit rights
hereunder shall not relieve the Tenant of its obligation to timely pay all sums
due hereunder, including, without limitation, any disputed Operational Expenses.
The provisions of this section shall survive the expiration or earlier
termination of this Agreement.

     10.12  The mere enumeration of an item within the definitions of
Operational Expenses and Capital Expenditures in subsections 10.2 and 10.3 of
this Agreement, respectively, shall not be deemed to create an obligation on the
part of the Landlord to provide such item unless the Landlord is affirmatively
required to provide such item elsewhere in this Agreement.

                                       15
<PAGE>

11  Leasehold Improvements, Fixtures and Trade Fixtures.  All leasehold
    ---------------------------------------------------
improvements to the Leased Premises, fixtures installed in the Leased Premises
and the blinds and floor treatments or coverings shall be the property of the
Landlord, regardless of when, by which party or at which party's cost the item
is installed.  Movable furniture, furnishings, trade fixtures and equipment of
the Tenant which are in the Leased Premises shall be the property of the Tenant,
except as may otherwise be set forth in section 23 of this Agreement.

12  Alterations, Improvements and Other Modifications by the Tenant
    ---------------------------------------------------------------

     12.1 The Tenant shall not make any alterations, improvements or other
modifications to the Leased Premises which effect structural changes in the
Building or any portion thereof, change the functional utility or rental value
of the Leased Premises or, except as may be contemplated by section 5 of this
Agreement prior to the Commencement Date, affect the mechanical, electrical,
plumbing or other systems installed in the Building or the Leased Premises.

     12.2 The Tenant shall not make any alterations, improvements or
modifications to the Leased Premises, the Building or the Property or make any
boring in the ceiling, walls or floor of the Leased Premises or the Building
unless the Tenant shall have first:

          12.2.1  furnished to the Landlord detailed, New Jersey architect-
certified construction drawings, construction specifications and, if they
pertain in any way to the heating, ventilation and air conditioning or other
systems of the Building, related engineering design work and specifications
regarding, the proposed alterations, improvements or other modifications and, if
the Tenant elects to perform the work through contractors of its own, paid the
Landlord a combined drawings, specifications and design review fee and, during
the course of the work, an inspection fee, equal to five percent of the
reasonably estimated cost of the work;

          12.2.2  not received a notice, which notice shall not be unreasonably
withheld, conditioned or delayed, from the Landlord objecting thereto in any
respect within 30 days of the furnishing thereof (which shall not be deemed the
Landlord's affirmative consent for any purpose);

          12.2.3  obtained any necessary or appropriate building permits or
other approvals from the Municipality and, if such permits or other approvals
are conditional, satisfied all conditions to the satisfaction of the
Municipality; and

          12.2.4  met, and continued to meet, all the following conditions with
regard to any contractors selected by the Tenant and any subcontractors,
including materialmen, in turn selected by any of them:

                  12.2.4.1  the Tenant shall have sole responsibility for
payment of, and shall pay, such contractors;

                                       16
<PAGE>

                  12.2.4.2   the Tenant shall have sole responsibility for
coordinating, and shall coordinate, the work to be supplied or performed by such
contractors, both among themselves and with any contractors selected by the
Landlord;


                  12.2.4.3   the Tenant shall not permit or suffer the filing of
any mechanic's notice of intention or other lien or prospective lien by any such
contractor or subcontractor with respect to the Property, the Common Facilities,
the Building or any other improvements on the Property; and if any of the
foregoing should be filed by any such contractor or subcontractor, the Tenant
shall forthwith obtain and file the complete discharge and release thereof or
provide such payment bond(s) from a reputable, financially sound institutional
surety as will, in the opinions of the Landlord, the holders of any mortgage
indebtedness on, or other interest in, the Property, the Building, the Common
Facilities or any other improvements on the Property, or any portions thereof,
and their respective title insurers, be adequate to assure the complete
discharge and release thereof;

                  12.2.4.4   prior to any such contractor's entering upon the
Property, the Building or the Leased Premises or commencing work the Tenant
shall have delivered to the Landlord (a) all the Tenant's certificates of
insurance set forth in section 14 of this Agreement, conforming in all respects
to the requirements of section 14 of this Agreement, except that the effective
dates of all such insurance policies shall be prior to any such contractor's
entering upon the Property, the Building or the Leased Premises or commencing
work (if any work is scheduled to begin before the Commencement Date) and (b)
similar certificates of insurance from each of the Tenant's contractors
providing for coverage in equivalent amounts, together with their respective
certificates of workers' compensation insurance, employer's liability insurance
and products-completed operations insurance, the latter providing coverage in at
least the amount required for the Tenant's comprehensive general public
liability and excess insurance;

                  12.2.4.5   each such contractor shall be a party to collective
bargaining agreements with those unions that are certified as the collective
bargaining agents of all bargaining units of such contractor, of which all such
contractor's workpersons shall be members in good standing;

                  12.2.4.6   each-such contractor shall perform its work in a
good and workpersonlike manner and shall not interfere with or hinder the
Landlord or any other contractor in any manner;

                  12.2.4.7   there shall be no labor dispute of any nature
whatsoever involving any such contractor or any workpersons of such contractor
or the unions of which they are members with anyone; and if such a labor dispute
exists or comes into existence the Tenant shall forthwith, at the Tenant's sole
cost and expense, remove all such contractors and their workpersons from the
Building, the Common Facilities and the Property; and

                  12.2.4.8   the Tenant shall have the sole responsibility for
the security of the Leased Premises and all contractors' materials, equipment
and work, regardless of whether their work is in progress or completed.

                                       17
<PAGE>

     12.3  After the Commencement Date, the Tenant shall not apply any wall
covering (except latex based flat paint) or other treatment to the walls of the
Leased Premises without the prior written consent of the Landlord.

13  Landlord's Rights of Entry and Access.  The Landlord and its authorized
    -------------------------------------
agents shall have the following rights of entry and access to the Leased
Premises:

     13.1  In case of any emergency or threatened emergency, at any time for any
purpose which the Landlord reasonably believes under such circumstances will
serve to prevent, eliminate or reduce the emergency, or the threat thereof, or
damage or threatened damage to persons and property.

     13.2  Upon at least one day's prior written advice to the Tenant, at any
time for the purpose of erecting or constructing improvements, modifications,
alterations and other changes to the Building or any portion thereof, including,
without limiting the generality of the foregoing, the Leased Premises, the
Common Facilities or the Property or for the purpose of repairing, maintaining
or cleaning them, whether for the benefit of the Landlord, the Building, all
tenants of Other Leased Premises in the Building, or one or more tenants of
Other Leased Premises, the Carnegie Center Complex or others.  In connection
with any such improvements, modifications, alterations, other changes, repairs,
maintenance or cleaning, the Landlord may close off such portions of the
Property, the Building and the Common Facilities and interrupt such services as
may be necessary to accomplish such work, without liability to the Tenant
therefor and without such closing or interruption being deemed an eviction or
constructive eviction or requiring an abatement of Rent.  However, in
accomplishing any such work, the Landlord shall endeavor not to materially
interfere with the Tenant's use and enjoyment of the Leased Premises or the
conduct of the Tenant's business and to minimize interference, inconvenience and
annoyance to the Tenant.

     13.3  At all reasonable hours and upon reasonable prior notice for the
purpose of operating, inspecting or examining the Building, including the Leased
Premises, or the Property, provided that such entry shall not adversely affect
or interfere with the Tenant's business.

     13.4  At any time after the Tenant has vacated the Leased Premises, for the
purpose of preparing the Leased Premises for another tenant or prospective
tenant.

     13.5  If practicable by appointment with the Tenant, at all reasonable
hours for the purpose of showing the Building to prospective purchasers,
mortgagees and prospective mortgagees and prospective ground lessees and
lessors.

     13.6  If practicable by appointment with the Tenant, at all reasonable
hours during the last six months of the Term for the purpose of showing the
Leased Premises to prospective tenants thereof.

                                       18
<PAGE>

     13.7  The mere enumeration of any right of the Landlord within this section
13 of the Agreement shall not be deemed to create an obligation on the part of
the Landlord to exercise any such right unless the Landlord is affirmatively
required to exercise such right elsewhere in this Agreement.

14  Liabilities and Insurance Obligations.
    --------------------------------------

     14.1  The Tenant shall, at the Tenant's own expense, purchase before the
Commencement Date, and maintain in full force and effect throughout the Term and
any other period during which the Tenant may have possession of the Leased
Premises, the following types of insurance coverage from financially sound and
reputable insurers, licensed by the State of New Jersey to provide such
insurance and acceptable to the Landlord, in the minimum amounts set forth
below, each of which insurance policies shall be for the benefit of, and shall
name the Landlord, the Landlord's managing agent and mortgagees and ground
lessors known to the Tenant, if any, of the Building, the Common Facilities, the
Property or any interest therein, their successors and assigns as additional
persons insured, and none of which insurance policies shall contain a "co-
insurance" clause:

           14.1.1  commercial general liability insurance and excess
("umbrella") insurance which, without limiting the generality of the foregoing,
considered together shall insure against such risks as bodily injury, personal
injury and property damage, with a combined single limit of not less than
$3,000,000.00 for each occurrence and in the aggregate (or such greater amounts
as the Landlord may reasonably specify from time to time by notice to the
Tenant);

           14.1.2  contractual liability insurance which shall insure the risk
of the Tenant's failure to perform all the Tenant's obligations under this
Agreement by which the Tenant indemnities the Landlord, in an amount not less
than $3,000,000.00; and

           14.1.3  "all risks" insurance covering the Leased Premises and
leasehold improvements thereto in an amount sufficient to cover the replacement
cost of all the Tenant's alterations, improvements, fixtures and personal
property located in or on the Leased Premises.

     14.2  With respect to risks:

           14.2.1  as to which this Agreement requires either party to maintain
insurance, or

           14.2.2  As to which either party is effectively insured and for which
risks the other party may be liable, the party required to maintain such
insurance and the party effectively insured shall use its best efforts to obtain
a clause, if available from the respective insurer, in each such insurance
policy expressly waiving any right of recovery, by reason of subrogation to such
party's rights or otherwise, the respective insurer might otherwise have or
obtain against the other party, so long as such a clause can be obtained in the
respective insurance policy without additional premium cost. If such a clause
can be obtained in the respective insurance policy, but only at additional
premium cost, such party shall, by notice to the other party, promptly advise
the other party of such fact and the amount of the additional premium cost. If
the other party

                                       19
<PAGE>

desires the inclusion of such a clause in the notifying party's respective
insurance policy, the other party shall, within 10 days of receipt of the
notifying party's notice, by notice advise the notifying party of its desire and
enclose therewith its check in the full amount of the additional premium cost;
otherwise the notifying party need not obtain such a clause in the respective
insurance.

     14.3  Each party hereby waives any right of recovery against the other
party for any and all damages for property losses and property damages which are
actually insured by either party, but only to the extent:

           14.3.1  that the waiver set forth in this subsection 14.3 does not
cause or result in any cancellation of, or diminution in, the insurance coverage
otherwise available under any applicable insurance policy;

           14.3.2  of the proceeds of any applicable insurance policy (without
adjustment for any deductible amount set forth therein) actually received by
such party for such respective loss or damages; and

           14.3.3  the substance of the clause contemplated by subsection 14.2
of this Agreement is actually and effectively set forth in the respective
insurance policy.

The waiver set forth in this subsection 14.3 of the Agreement shall not apply
with respect to liability insurance policies (as opposed to property and
casualty insurance policies).

     14.4  The Tenant hereby waives any right of recovery it might otherwise
have against the Landlord for losses and damages caused actively or passively,
in whole or in part, by any of the risks the Tenant is required to insure
against in accordance with subsections 14.1.1 or 14.1.3 of this Agreement,
unless such waiver would cause or result in a cancellation of, or diminution in,
the coverage of the Tenant's policies of insurance against such risks.

     14.5  The Landlord shall have no liability whatsoever to the Tenant or the
Tenant's employees, other agents or Guests or anyone else for any death, bodily
injury, property loss or other damages suffered by any of them or any of their
property which is not caused by the negligence or intentional misconduct of the
Landlord.

     14.6  Each policy of insurance required under subsection 14.1 of this
Agreement shall include provisions to the effect that:

           14.6.1  no act or omission of the Tenant, its employees, other agents
or Guests shall result in a loss of insurance coverage otherwise available under
such policy to any person required to be named as an additional insured in
accordance with subsection 14.1 of this Agreement; and

           14.6.2  the insurance coverage afforded by such policy shall not be
diminished, cancelled, permitted to expire or otherwise terminated for any
reason except upon 30 days' prior

                                       20
<PAGE>

written notice from the insurer to every person required to be named as an
additional insured in accordance with subsection 14.1 of this Agreement.

     14.7   At any time when the Tenant or its contractors may be building out
the Leased Premises or altering or improving any part of the Building at the
Tenant's instance, the Tenant shall, at the Tenant's own expense, purchase
before commencing such work, and maintain in full force and effect until final
completion of the respective work, builders' risk insurance coverage from
financially sound and reputable insurers, licensed by the State of New Jersey to
provide such insurance and acceptable to the Landlord, which provides
replacement cost coverage in the event any of the work is damaged by a covered
peril as defined in the policy, which insurance policy shall be for the benefit
of, and shall name, the Landlord, the Landlord's managing agent and mortgagees
and ground lessors known to the Tenant, if any, of the Building, the Common
Facilities, the Property or any interest therein, their successors and assigns
as additional persons insured, and none of which insurance policies shall
contain a "co-insurance" clause.

     14.8   With respect to each type of insurance coverage referred to in
subsection 14.1 of this Agreement, prior to the Commencement Date the Tenant
shall cause its insurer(s) to deliver to the Landlord the certificates) of the
insurer(s) setting forth the name and address of the insurer, the name and
address of each additional insured, the type of coverage provided, the limits of
the coverage, the effective dates of coverage and that each policy under which
coverage is provided affirmatively includes provisions to the effect set forth
in subsection 14.6 of this Agreement.  In the event any of such certificates
indicates a coverage termination date earlier than the end of the Term or the
end of any other period during which the Tenant may have possession of the
Leased Premises, no later than 10 days before any such coverage termination
date, the Tenant shall deliver to the Landlord respective, equivalent, new
certificates) of the insurer(s).

     14.9   Throughout the Term, the Landlord shall insure the Building against
loss due to fire and other casualties covered in standard extended coverage
insurance policies in an amount equal to at least 100% of the replacement cost
thereof, exclusive of architectural and engineering fees and excavation,
footings and foundations costs.  Such insurance shall also cover any initial
leasehold improvements constructed or installed in the Leased Premises, as may
be contemplated by section 5 of this Agreement, but shall not cover the Tenant's
furniture, fixtures, equipment or other personal property of the Tenant in the
Leased Premises.  Throughout the Term, the Landlord shall maintain comprehensive
general public liability insurance and excess ("umbrella") insurance which,
without limiting the generality of the foregoing, considered together shall
insure against such risks as bodily injury, death and property damage with a
combined single limit of not less than $3,000,000 for each occurrence and in the
aggregate.

     14.10  The Landlord hereby waives any right of recovery it might otherwise
have against the Tenant for losses and damages caused actively or passively, in
whole or in part, by any of the risks the Landlord is required to insure against
in accordance with this Agreement, unless such waiver would cause or result in a
cancellation of, or diminution in, the coverage of the Landlord's policies of
insurance against such risks.

15  Casualty Damage to Building or Leased Premises.
    ----------------------------------------------

                                       21
<PAGE>

     15.1  In the event of any damage to the Building or any portion thereof by
fire or other casualty, with the result that the Leased Premises are rendered
unusable, in whole or in part, or not reasonably accessible to and from the
Building's Common Facilities, within 30 business days of the occurrence of the
casualty the Landlord shall determine and give notice of its determination to
the Tenant whether, due to the extent of damage and the Landlord's analysis of
the economic feasibility of rebuilding or restoring, the Landlord intends not to
rebuild or restore the Building or, if the Landlord shall not have made that
determination, the Landlord's reasonable opinion of the period of time required
to restore the Building and the Leased Premises to their condition immediately
prior to the occurrence of the respective casualty (exclusive of any
improvements constructed, installed or added in the Leased Premises as
contemplated by sections 5 or 12 of this Agreement).

           15.1.1  If the Landlord gives timely notice of its determination that
it does not intend to rebuild or restore, due to the extent of damage and the
Landlord's analysis of the economic feasibility of rebuilding or restoring, then
this Agreement and the Term shall terminate effective as of the date of the
subject casualty with respect to those portions of the Leased Premises rendered
unusable by the subject casualty and as of the date of the Tenant's surrender
with respect to those portions of the Leased Premises which were not rendered
unusable by the subject casualty.

           15.1.2  Otherwise, if, in Landlord's reasonable opinion, the
restoration contemplated by subsection 15.1 of this Agreement will take more
than 240 days (inclusive of a reasonable period for adjustment of the Landlord's
insurance claim, but exclusive of any period for resort to a formal dispute
resolution forum with the insurer), then either the Landlord or the Tenant may
elect to terminate the Term and this Agreement (effective as of the date of the
subject casualty with respect to those portions of the Leased Premises rendered
unusable by the subject casualty and as of the date of the Tenant's giving
notice with respect to those portions of the Leased Premises which were not
rendered unusable by the subject casualty) by timely notice of its election to
the other.  Notice of the Landlord's election to terminate, if any, shall be
given to the Tenant within the 30 business day period contemplated by subsection
15.1 of this Agreement.  If the Landlord shall not timely elect to terminate the
Term and this Agreement, notice of the Tenant's election to terminate, if any,
shall be given to the Landlord within the 30 day period immediately succeeding
the Landlord's giving notice to the Tenant of the Landlord's estimated period to
rebuild or restore.

           15.1.3  If (a) in the Landlord's reasonable opinion, the restoration
contemplated by subsection 15.1 of this Agreement will take more than 240 days
(inclusive of a reasonable period for adjustment of the Landlord's insurance
claim, but exclusive of any period for resort to a formal dispute resolution
forum with the insurer) and neither the Landlord nor the Tenant shall have
timely exercised their respective rights to terminate contemplated by subsection
15.1.2 of this Agreement or (b) in the Landlord's reasonable opinion, the
restoration contemplated by subsection 15.1 of this Agreement will take 240 days
or less (inclusive of a reasonable period for adjustment of the Landlord's
insurance claim, but exclusive of any period for resort to a formal dispute
resolution forum with the insurer), then this Agreement shall remain in effect
and the

                                       22
<PAGE>

Landlord shall restore the Building and the Leased Premises as contemplated by
subsection 15.1 of this Agreement to the extent the Landlord shall have received
(and no mortgagee of the Property or the Building shall have received) proceeds
of any property, casualty or liability insurance on the damaged portions,
causing the restoration to proceed diligently and expediently. Under the
circumstances contemplated by clause (b) of this subsection 15.1.3 of the
Agreement, if the Landlord shall not have timely restored the Building and the
Leased Premises as contemplated by subsection 15.1 of this Agreement to the
extent the Landlord shall have received proceeds of any property or liability
insurance on the damaged portions, the Term shall terminate upon the expiration
of 90 additional days (without the Landlord's completion of its restoration
obligation in the interim) after the Tenant shall have given prompt notice that
the Landlord has not completed its restoration obligations on a timely basis and
that the Tenant desires termination of the Term (which termination shall be
effective as of the date of the subject casualty with respect to those portions
of the Leased Premises rendered unusable by the subject casualty and as of the
date of the Tenant's giving notice with respect to those portions of the Leased
Premises which were not rendered unusable by the subject casualty).

     15.2  Under the circumstances contemplated by subsection 15.1 of this
Agreement, Rent shall abate from the date of the casualty until such time as the
Building and the Leased Premises are again restored by the Landlord as
contemplated by subsection 15.1 of this Agreement by the amount which bears the
same proportion to the Rent otherwise payable during such period as the gross
rentable floor space of the Leased Premises which are rendered unusable or not
reasonably accessible to and from the Common Facilities of the Building bears to
the gross rentable floor space of the Leased Premises.

     15.3  The restoration of the improvements constructed or installed in the
Leased Premises as contemplated by sections 5 or 12 of this Agreement shall be
the Tenant's responsibility.  The Tenant shall make reasonable, good faith
efforts to integrate the restoration which is its responsibility with the
restoration which is the Landlord's responsibility.  To the extent such
integration is not feasible, the Tenant shall be allowed an additional,
reasonable interval to complete its work, not to exceed 30 days after the
completion of the Landlord's restoration work, and Rent shall continue to abate
until the earlier of (i) the expiration of such additional interval or (ii) the
completion of the Tenant's work, to the same extent contemplated by subsection
15.2.  The Landlord shall cooperate with Tenant to integrate the restoration of
such improvements during the reconstruction period.

     15.4  In the event either the Landlord shall make any election to cancel
contemplated by subsection 15.1.1 of this Agreement or either the Landlord or
the Tenant shall make any election to cancel contemplated by subsection 15.1.2
of this Agreement and this Agreement has in fact been terminated, then the
Landlord may proceed with restoration (or non-restoration) in any manner it
chooses, without any liability to Tenant.

     15.5  The Tenant shall promptly advise the Landlord by the quickest means
of communication of the occurrence of any casualty damage to the Building or the
Leased Premises of which the Tenant becomes aware.

                                       23
<PAGE>

16  Condemnation.
    ------------

     16.1  This section 16 of the Agreement shall apply if the power of eminent
domain (or private purchase by any public or quasi-public body in lieu thereof
for any public or quasi-public purpose) shall be exercised with the result that:

           16.1.1  all or substantially all the Property or the Leased Premises
is taken during the Term for at least the balance of the Term;

           16.1.2  less than substantially all the Property, the Building or the
Common Facilities (but none of the Leased Premises) is taken during the Term for
at least the balance of the Term, but the Landlord reasonably promptly
determines in good faith that it is not economically feasible for the Landlord
to make any necessary alterations and continue to operate the portions not so
taken, as they may be altered, as a first class Building and facility in the
vicinity for the balance of the Term;

           16.1.3  less than substantially all the Leased Premises is taken
during the Term for at least the balance of the Term, but the Tenant reasonably
promptly determines in good faith that it can not continue to use and enjoy the
portions not so taken for the conduct of its business in the ordinary course
during the balance of the Term; or

           16.1.4  so much of the Property or the Common Facilities is taken
during the Term for at least the balance of the Term that the Leased Premises
are not reasonably accessible to and from the Common Facilities and reasonable
alternate access is not provided by the Landlord.

     16.2  Under the circumstances contemplated by subsections 16.1.1 and
subsections 16.1.4 of this Agreement, then either the Landlord or the Tenant may
elect to terminate the Term by notice to the other given within 30 days after,
and effective as of, the later of the date (i) that the condemnor acquires title
to the portions taken or (ii) that possession of the portions taken is required
to be delivered or surrendered to the condemning authority.  Under the
circumstances contemplated by subsection 16.1.2 of this Agreement the Landlord,
and under the circumstances contemplated by subsection 16.1.3 of this Agreement
the Tenant, respectively, may elect to terminate the Term by notice to the other
given within 30 days after, and effective as of, the later of the date (i) that
the condemnor acquires title to the portions taken or (ii) that possession of
the portions taken is required to be delivered or surrendered to the condemning
authority.

     16.3  Under the circumstances contemplated by subsection 16.1 of this
Agreement, if no party with any right to elect to terminate the Term under
subsection 16.2 of this Agreement shall have given timely notice to the other of
exercise of its election to terminate the Term, this Agreement shall continue in
full force and effect, but Rent shall abate, effective as of the later of the
date (i) that the condemnor acquires title to the portions taken or (ii) that
possession of the portions taken is required to be delivered or surrendered to
the condemning authority, by the amount which bears the same proportion to the
Rent otherwise payable during any period as the

                                       24
<PAGE>

gross rentable floor space, if any, of the Leased Premises which is taken bears
to the gross rentable floor space of the Leased Premises.

     16.4  Under any of the circumstances contemplated by this section 16 of the
Agreement, the Tenant hereby waives any claim against the Landlord, the
condemning authority for any thing of value, tangible or intangible, including,
without limiting the generality of the foregoing, the putative value of any
leasehold interest or the loss of the use of same, except for any right the
Tenant might have to make a claim, independent of, and without reference to or
having any effect on, any claim, award or settlement of the Landlord, against
the condemning authority regarding the value of the Tenant's installed trade
fixtures and other installed equipment which are not removable from the Leased
Premises or for ordinary and necessary moving and relocation expenses occasioned
by the taking.

17  Assignment or Subletting by Tenant.
    ----------------------------------

     17.1  Except as may be specifically set forth in this section 17 of the
Agreement, the Tenant shall not:

           17.1.1  assign, or purport to assign, this Agreement or any of the
Tenant's rights hereunder;

           17.1.2  sublet, or purport to sublet, the Leased Premises or any
portion thereof;

           17.1.3  license, or purport to license, the use or occupancy of the
Leased Premises or any portion thereof;

           17.1.4  otherwise transfer, or attempt to transfer any interest
including, without limiting the generality of the foregoing, a mortgage, pledge
or security interest, in this Agreement, the Leased Premises or the right to the
use and occupancy of the Leased Premises; or

           17.1.5  indirectly accomplish, or permit or suffer the accomplishment
of, any of the foregoing by merger or consolidation with another entity, by
acquisition or disposition of assets or liabilities outside the ordinary course
of the Tenant's business or by acquisition or disposition, by the Tenant's
equity owners or subordinated creditors, of any of their respective interests in
the Tenant.

     17.2  The Tenant shall not assign this Agreement or any of the Tenant's
rights hereunder or sublet the Leased Premises or any portion thereof without
first giving sixty days' prior notice to the Landlord of its desire to assign or
sublet and requesting the Landlord's consent and without first receiving the
Landlord's prior written consent, which consent shall not be unreasonably,
withheld, delayed or conditioned.  The Tenant's notice to the Landlord shall
include:

           17.2.1  the full name, address and telephone number of the proposed
assignee or sublessee;

                                       25
<PAGE>

           17.2.2  a description of the type(s) of business in which the
proposed assignee or sublessee is engaged and proposes to engage;

           17.2.3  a description of the precise use to which the proposed
assignee or sublessee intends to put the Leased Premises or portion thereof;

           17.2.4  the proposed assignee's or subtenant's most recent quarterly
and annual financial statements prepared in accordance with generally accepted
accounting principles and any other evidence of financial position and
responsibility that the Tenant or proposed assignee or sublessee may desire to
submit;

           17.2.5  by diagram and measurement of the actual square feet of floor
space, the precise portion of the Leased Premises proposed to be subject to the
assignment of this Agreement or to be sublet;

           17.2.6  a complete, accurate and detailed description of the terms of
the proposed assignment or sublease including, without limiting the generality
of the foregoing, all consideration paid or given, or proposed to be paid or to
be given, by the proposed assignee, sublessee or other person to the Tenant and
the respective times of payment or delivery; and

           17.2.7  any other information reasonably requested by the Landlord.

     17.3  By the expiration of the notice period contemplated by subsection
17.2 of this Agreement, the Landlord, in its sole discretion, shall take one of
the following actions by notice to the Tenant:

           17.3.1  grant consent on the terms and conditions set forth in
subsection 17.4 of this Agreement and such other reasonable terms and conditions
set forth in the Landlord's notice;

           17.3.2  refuse to grant consent for any of the reasons set forth in
subsection 17.5 of this Agreement or for any other reasonable reason set forth
in the Landlord's notice; or

           17.3.3  elect to terminate the Term as of (a) the end of the third
full month after the Tenant has given notice of the Tenant's desire to assign or
sublet or (b) the proposed effective date of the proposed assignment or
sublease.

     17.4  The Landlord's consent to the Tenant's proposed assignment or
sublease, if granted under subsection 17.3.1 of this Agreement, shall be subject
to all the following terms and conditions (and to any other terms and conditions
permitted by that subsection):

           17.4.1  any proposed assignee or sublessee shall, by document
executed and delivered forthwith to the Landlord, agree to be bound by all the
obligations of the Tenant set forth in this Agreement;

                                       26
<PAGE>

           17.4.2  the Tenant shall remain liable under this Agreement, jointly
and severally with any proposed assignee or sublessee, for the timely
performance of all obligations of the Tenant set forth in this Agreement;

           17.4.3  the Tenant shall forthwith deliver to the Landlord manually
executed copies of all documents regarding the proposed assignment or sublease
and a written, accurate and complete description, manually executed both by the
Tenant and the proposed assignee or sublessee, of any other agreement,
arrangement or understanding between them regarding the same;

           17.4.4  with respect to any consideration or other thing of value
received or to be received by the Tenant in connection with any such assignment
or sublease (other than those payable in equal monthly installments each month
during the proposed term of any such assignment or sublease), the Tenant shall
pay to the Landlord one-half of any such amount and one-half of the fair market
value of any other thing of value within 10 days of receipt of same; and

           17.4.5  with respect to any amount payable to the Tenant in equal
monthly installments each month during the proposed term of any such assignment
or sublease in connection with such assignment or sublease (net of the monthly
amount of the balance of unrecovered Transaction Costs in connection with the
respective assignment or sublet, amortized over the term of the respective
assignment or sublet), which amount is in excess of the amount which bears the
same ratio to the monthly installment of Rent due from the Tenant as the usable
floor space of the Leased Premises subject to the assignment or sublease bears
to the usable floor space of the entire Leased Premises, the Tenant shall pay
one-half of such excess to the Landlord together with the Tenant's monthly
installment of Rent.

     17.5  The Landlord's refusal to grant consent under subsection 17.3.2 of
this Agreement shall not be deemed an unreasonable withholding of consent if
based upon any of the following reasons (or any other reason permitted by that
subsection):

           17.5.1  the Landlord desires to take one of the other actions
enumerated in subsection 17.3 of this Agreement;

           17.5.2  there is already another assignee, sublessee or licensee of
all or a portion of the Leased Premises;

           17.5.3  the proposed sublease is for a term of less than one year;

           17.5.4  the proposed sublease is for a term which would expire after
the Term;

           17.5.5  less than one year remains in the Term as of the proposed
effective date of the proposed assignment or sublease;

                                       27
<PAGE>

           17.5.6  the general reputation, financial position or ability or type
of business of, or the anticipated use of the Leased Premises by, the proposed
assignee or proposed sublessee is unsatisfactory to the Landlord or is
inconsistent with those of tenants of Other Leased Premises or of the Carnegie
Center Complex or inconsistent with any commitment made by the Landlord to any
such other tenant;

           17.5.7  the proposed consideration to be paid to the Tenant during
any period of 12 months is less than ninety five (95%) percent of the amount of
the Market Rental Rate divided by the gross rentable floor space of the Leased
Premises and multiplied by that portion of the gross rentable floor space of the
Leased Premises proposed to be subject to the proposed assignment or sublease;

           17.5.8  the gross rentable floor space of the portion of the Leased
Premises proposed to be sublet is less than one-third of the gross rentable
floor space of the Leased Premises; or

           17.5.9  the proposed assignee or sublessee is a tenant of Other
Leased Premises; or

           17.5.10 the proposed assignee or sublessee is a tenant of other
premises in the Carnegie Center Complex, provided that on the date of the
delivery of the notice set forth in subsection 17.2 of this Agreement, in the
event of a proposed assignment there is available space comparable in size to
the Leased Premises or in the event of a proposed sublease, there is available
space comparable in size to the portion of the Leased Premises proposed to be
sublet.

     17.6  Notwithstanding anything to the contrary set forth in section 17 of
this Agreement, the Landlord hereby consents to the Tenant's subletting the
Leased Premises or portion thereof specified below if:

           17.6.1  at or prior to the respective dates of exercise and
effectiveness thereof (a)(i) no Event of Default shall have occurred or (ii) if
an Event of Default shall have occurred, the Tenant shall have previously cured
it in full or the Landlord shall have waived it and (b) there shall not have
been a History of Recurring Events of Default; and

           17.6.2  the Tenant and the proposed sublessee comply with all the
conditions set forth in subsections 17.4.1 through 17.4.3 of this Agreement; and

           17.6.3  at the date of effectiveness of the proposed sublet there is
not already more than one other assignee, sublessee or licensee of the Leased
Premises or any portions thereof; and

           17.6.4  one of the following is applicable:

                   17.6.4.1  the proposed sublessee is, and continues to be, an
Affiliate of the Tenant, except that if the proposed sublessee is a person
controlling the Tenant the proposed

                                       28
<PAGE>

sublessee shall also have a net worth at least as great as that of the Tenant on
the Commencement Date; or

                   17.6.4.2   the proposed sublessee is a person (a) resulting
from the merger or consolidation of the Tenant with or into such person or (b)
purchasing substantially all the assets (subject to substantially all the
liabilities) of the Tenant and succeeding to the business of the Tenant,
provided either the Tenant or the proposed sublessee shall have and shall
continue to have a net worth at least as great as that of the Tenant on the
Commencement Date.

     17.7  No person other than the Tenant shall have any assignment or sublet
rights under this Agreement.

18  Signs, Displays and Advertising.
    -------------------------------

     18.1  The Tenant shall have one sign identifying the Landlord's assigned
number for the Leased Premises at the principal entrance to the Leased Premises.
The Tenant may identify itself in or on each of: the sign at the principal
entrance to the Leased Premises, the Building directory and the directory, if
any, on the floor of the Building on which the Leased Premises is located.  All
such signs, and the method and materials used in mounting and dismounting them,
shall be in accordance with the Landlord's specifications.  All such signs shall
be provided and mounted by the Landlord at the Landlord's expense, except that
the Tenant shall bear any expense of identifying itself on the sign at the
principal entrance to the Leased Premises.

     18.2  No other sign, advertisement, fixture or display shall be used by the
Tenant on the Property or in the Building or the Common Facilities.  Any signs
other than those specifically permitted under subsection 18.1 of this Agreement
shall be removed promptly by the Tenant or by the Landlord at the Tenant's
expense.

19  Quiet Enjoyment.  The Landlord is the owner of the Building, the Property
    ---------------
and those Common Facilities located on the Property.  The Landlord has the right
and authority to enter into and execute and deliver this Agreement with the
Tenant.  So long as an Event of Default shall not have occurred, the Tenant
shall and may peaceably and quietly have, hold and enjoy the Leased Premises
during the Term in accordance with this Agreement.

20  Relocation.  At any time and from time to time during the Term, on at least
    ----------
90 days, prior notice to the Tenant, the Landlord shall have the right to move
the Tenant out of the Leased Premises and into premises having at least equal
floor space located in the Building or in any other comparable building located
in the Carnegie Center Complex for the duration of the Term, subject to receipt
of the prior written consent of TIAA in its sole discretion, so long as TIAA is
the holder of the first mortgage on the Property.  In the event the Landlord
exercises this right of relocation, the Landlord shall decorate the new premises
similarly to the Leased Premises, and remove, relocate and reinstall the
Tenant's furniture, trade fixtures, furnishings and equipment, all at the sole
cost and expense of the Landlord.  When the substitute new premises are ready,
the Tenant shall surrender the Leased Premises.  Following any such relocation,
this Agreement shall continue in full force and effect except for the
description of the Leased Premises, the Building

                                       29
<PAGE>

and the Property which, upon completion of such relocation, shall be deemed
amended to describe the substitute new premises, building and property,
respectively, to which the Tenant shall have been relocated in accordance with
this section 20 of the Agreement.

21  Surrender.  Upon termination of the Term, or at any other time at which the
    ---------
Landlord, by virtue of any provision of this Agreement or otherwise has the
right to re-enter and re-take possession of the Leased Premises, the Tenant
shall surrender possession of the Leased Premises; remove from the Leased
Premises all property owned by the Tenant or anyone else other than the
Landlord; remove from the Leased Premises any alterations, improvements or other
modifications to the Leased Premises that the Landlord may request by notice,
provided that the Landlord delivered written notice to the Tenant at the time
the Landlord approved such alterations, improvements or other modifications to
the Leased Premises that the Landlord would require the Tenant to remove any
such alterations, improvements or other modifications at the expiration of the
Term; make any repairs required by such removal; clean the Leased Premises;
leave the Leased Premises in as good order and condition as it was upon the
completion of any improvements contemplated by section 5 of this Agreement,
ordinary wear and use excepted; return all copies of all keys and passes to the
Leased Premises, the Common Facilities and the Building to the Landlord; and
receive the Landlord's written acceptance of the Tenant's surrender.  The
Landlord shall not be deemed to have accepted the Tenant's surrender of the
Leased Premises unless and until the Landlord shall have execute(! and delivered
the Landlord's written acceptance of surrender to the Tenant, which shall not be
unreasonably withheld or delayed.  Provided that there is no Event of Default
under this Agreement at the time of the surrender of possession of the Leased
Premises by the Tenant in accordance with the terms of this section 21, the
Tenant shall have no liability under this Agreement after the Tenant has
surrendered possession of the Leased Premises in accordance with the terms of
this section 21 and prior to the delivery by the Landlord to the Tenant of the
Landlord's written acceptance of surrender.

22  Events of Default.  The occurrence of any of the following events shall
    -----------------
constitute an Event of Default under this Agreement:

     22.1  the Tenant's failure to pay any installment of Basic Rent or any
amount of Additional Rent when it is first due (by the tenth day after the day
it is first due, in the case of the first payment in any period of 12
consecutive calendar months that is not paid on the day it is first due);

     22.2  the Tenant's failure to perform any of its obligations under this
Agreement if such failure has caused, loss or damage that can not promptly be
cured by subsequent act of the Tenant;

     22.3  the Tenant's failure to complete performance of any of the Tenant's
obligations under this Agreement (other than those contemplated by subsections
22.1 and 22.2 of this Agreement) within 20 days after the Landlord shall have
given notice to the Tenant specifying which of the Tenant's obligations has not
been performed and in what respects, unless completion of performance within
such period of 20 days is not possible using diligence and

                                       30
<PAGE>

expedience, then within a reasonable time of the Landlord's notice so long as
the Tenant shall have commenced substantial performance within the first three
days of such period of 20 days and shall have continued to provide substantial
performance, diligently and expediently, through to completion of performance;

     22.4  the sale, transfer or other disposition of any interest of the Tenant
in the Leased Premises by way of execution or other legal process;

     22.5  with the exception of those of the following events to which section
365 of the Bankruptcy Code shall apply in the context of an office lease (in
which case subsection 22.6 of this Agreement shall apply):

           22.5.1  the Tenant's becoming a "debtor," as that term is defined in
section 101 of the Bankruptcy Code;

           22.5.2  any time when either the value of the Tenant's liabilities
exceed the value of the Tenant's assets or the Tenant is unable to pay its
obligations as and when they respectively become due in the ordinary course of
business;

           22.5.3  the appointment of a receiver or trustee of the Tenant's
property or affairs; or

           22.5.4  the Tenant's making an assignment for the benefit of, or an
arrangement with or among, creditors or filing a petition in insolvency or for
reorganization or for the appointment of a receiver;

     22.6  in the event of the occurrence of any of the events enumerated in
subsection 22.6 of this Agreement to which section 365 of the Bankruptcy Code
shall apply in the context of an office lease, the earlier of the bankruptcy
trustee's rejection or deemed rejection (as those terms are used in section 365
of the Bankruptcy Code) of this Agreement.

23  Rights and Remedies.
    -------------------

     23.1  Upon the occurrence of an Event of Default the Landlord shall have
all the following rights and remedies:

           23.1.1  to elect to terminate the Term by giving notice of such
election, and the effective date thereof, to the Tenant and to receive
Termination Damages;

           23.1.2  to elect to re-enter and re-take possession of the Leased
Premises, without thereby terminating the Term, by giving notice of such
election, and the effective date thereof, to the Tenant and to receive Re-
Leasing Damages;

           23.1.3  if the Tenant remains in possession of the Leased Premises
after the Tenant's obligation to surrender the Leased Premises shall have
arisen, to remove the Tenant and

                                       31
<PAGE>

the Tenant's and any others' possessions from the Leased Premises by any of the
following means without any liability to the Tenant therefor, any such liability
to the Tenant therefor which might otherwise arise being hereby waived by the
Tenant: legal proceedings (summary or otherwise), writ of dispossession and any
other means and to receive Holdover Damages and, except in the circumstances
contemplated by section 20 of this Agreement, to receive all expenses incurred
in removing the Tenant and the Tenant's and any others' possessions from the
Leased Premises, and of storing such possessions if the Landlord so elects;

           23.1.4  to seek specific performance, temporary restraints and
preliminary and permanent injunctive relief regarding Events of Default where
the Landlord's rights and remedies at law may be inadequate, without the
necessity of proving actual damages or the inadequacy of the rights and remedies
at law;

           23.1.5  to receive all expenses incurred in securing, preserving,
maintaining and operating the Leased Premises during any period of vacancy, in
making repairs to the Leased Premises, in preparing the Leased Premises for re-
leasing and in re-leasing the Leased Premises including, without limiting the
generality of the foregoing, any brokerage commissions;

           23.1.6  to receive all legal expenses, including without limiting the
generality of the foregoing, reasonable attorneys' fees incurred in connection
with pursuing any of the Landlord's rights and remedies, including
indemnification rights and remedies;

           23.1.7  if the Landlord, in its sole discretion, elects to perform
any obligation of the Tenant under this Agreement (other than the obligation to
pay Rent) which the Tenant has not timely performed, to receive all expenses
incurred in so doing;

           23.1.8  to elect to pursue any legal or equitable right and remedy
available to the Landlord under this Agreement or otherwise; and

           23.1.9  to elect any combination, or any sequential combination of
any of the rights and remedies set forth in subsection 23.1 of this Agreement.

     23.2  In the event the Landlord elects the right and remedy set forth in
subsection 23.1.1 of this Agreement, Termination Damages shall be equal to the
amount which, at the time of actual payment thereof to the Landlord, is the sum
of:

           23.2.1  all accrued but unpaid Rent;

           23.2.2  the present value (calculated using the most recently
available (at the time of calculation) published weekly average yield on United
States Treasury securities having maturities comparable to the balance of the
then remaining Term) of the sum of all payments of Rent remaining due (at the
time of calculation) until the date the Term would have expired (had there been
no election to terminate it earlier) less the present value (similarly
calculated) of all payments of rent to be received through the end of the Term
(had there been no election to terminate it earlier) from a lessee, if any, of
the Leased Premises at the time of calculation (and it

                                       32
<PAGE>

shall be assumed for purposes of such calculations that (i) the amount of future
Additional Rent due per year under this Agreement will be equal to the average
Additional Rent per month due during the 12 full calendar months immediately
preceding the date of any such calculation, increasing annually at a rate of
eight percent compounded, (ii) if any calculation is made before the first
anniversary of the end of the No Pass Through Period, the average Additional
Rent due for any month after the end of the No Pass Through Period will be equal
to nine percent of the sum of the Base Year Operating Expenses, Base Year Taxes,
Annual Amortized Capital Expenditures and Tenant Electric Charges (considered on
an annual basis), (iii) if any calculation is made before the beginning of the
Base Year, the sum of Base Year Taxes and Base Year Operational Expenses shall
be assumed to be $5.00 per gross rentable square foot and (iv) if any
calculation is made before the end of the Base Year, Base Year Taxes and Base
Year Operational Expenses may be extrapolated based on the year to date
experience of the Landlord);

           23.2.3  the Landlord's reasonably estimated cost of demolishing any
leasehold improvements to the Leased Premises; and

           23.2.4  that amount, which as of the occurrence of the Event of
Default, bears the same ratio to the costs, if any, incurred by the Landlord
(and not paid by the Tenant) in building out the Leased Premises in accordance
with section 5 of this Agreement as the number of months remaining in the Term
(immediately before the occurrence of the Event of Default) bears to the number
of months in the entire Term (immediately before the occurrence of the Event of
Default).

     23.3  In the event the Landlord elects the right and remedy set forth in
subsection 23.1.2 of this Agreement, Re-Leasing Damages shall be equal to the
Rent less any rent actually and timely received by the Landlord from any lessee
of the Leased Premises or any portion thereof, payable at the respective times
that Rent is payable under the Agreement plus the cost, if any, to the Landlord
of building out or otherwise preparing the Leased Premises for, and leasing the
Leased Premises to, any such lessee.

     23.4  In the event the Landlord elects the right and remedy set forth in
subsection 23.1.3 of this Agreement, Holdover Damages shall mean damages at the
rate per month or part thereof equal to the greater of:  (a) one and one-half
times one-twelfth of the then Market Rental Rate plus all Additional Rent as set
forth in this Agreement or (b) double the average amount of all payments of Rent
due under this Agreement during each of the last 12 full calendar months prior
to the Landlord's so electing or, in the event the Term shall have terminated by
expiration under subsection 24.1.1 of this Agreement, the last full 12 calendar
months of the Term, in either case payable in full on the first day of each
holdover month or part thereof.

     23.5  In connection with any summary proceeding to dispossess and remove
the Tenant from the Leased Premises under subsection 23.1.3 of this Agreement,
the Tenant hereby waives:

           23.5.1  any notices for delivery of possession thereof, of
termination, of demand for removal therefrom, of the cause therefor, to cease,
to quit and all other notices that might otherwise be required pursuant to 2A
N.J.S.A. 18-53 et seq.;
               ------

                                       33
<PAGE>

           23.5.2  any right the Tenant might otherwise have to cause a
termination of the action or proceeding by paying to the Landlord or into court
or otherwise any Rent in arrears;

           23.5.3  any right the Tenant might otherwise have to a period of
waiting between issuance of any warrant in execution of any judgment for
possession obtained by the Landlord and the execution thereof;

           23.5.4  any right the Tenant might otherwise have to transfer or
remove such proceeding from the court (or the particular division or part of the
court) or other forum in which it shall have been instituted by the Landlord to
another court, division or part;

           23.5.5  any right the Tenant might otherwise have to redeem the
Tenant's former leasehold interest between the entry of any judgment and the
execution of any warrant issued in connection therewith by paying to the
Landlord or into Court or otherwise any Rent in arrears; and

           23.5.6  any right the Tenant might otherwise have to appeal any
judgment awarding possession of the Leased Premises to the Landlord.

     23.6  The enumeration of rights and remedies in this section 23 of the
Agreement is not intended to be exhaustive or exclusive of any rights and
remedies which might otherwise be available to the Landlord, or to force an
election of one or more rights and remedies to the exclusion of others,
concurrently, consecutively or sequentially.  On the contrary, each right and
remedy enumerated in this section 23 of the Agreement is intended to be
cumulative with each other right and remedy enumerated in this section 23 of the
Agreement and with each other right and remedy that might otherwise be available
to the Landlord; and the selection of one or more of such rights and remedies at
any time shall not be deemed to prevent resort to one or more others of such
rights and remedies at the same time or a subsequent time, even with regard to
the same occurrence sought to be remedied.

     23.7  The Landlord shall use reasonable efforts to mitigate damages.

24  Termination of the Term.
    -----------------------

     24.1  The Term shall terminate upon the earliest of the following events to
occur:

           24.1.1  expiration of the Term;

           24.1.2  in connection with a transaction contemplated by section 16
of this Agreement and under the circumstances contemplated by subsection 16.2 of
this Agreement, the effective date of termination of the Term as set forth in
subsection 16.2;

                                       34
<PAGE>

           24.1.3  upon the respective effective dates of termination set forth
in the various subsections (whichever may be applicable) of subsection 15.1 of
this Agreement providing for termination of the Term under various
circumstances; or

           24.1.4  the effective date of any election by the Landlord under
subsection 17.3.3 of this Agreement in response to the Tenant's notice of the
Tenant's desire to assign this Agreement or to sublet all or a portion of the
Leased Premises; or

           24.1.5  the effective date of any election by the Landlord to
terminate the Term under subsection 23.1.1 of this Agreement.

     24.2  No termination of the Term shall have the effect of releasing the
Tenant from any obligation or liability theretofore or thereby incurred and,
until the Tenant shall have surrendered the Leased Premises in accordance with
section 21 of this Agreement, from any obligation or liability thereafter
incurred.

25  Mortgage and Underlying Lease Priority.  This Agreement and the estate,
    --------------------------------------
interest and rights hereby created for the benefit of the Tenant are, and shall
always be, subject and subordinate to the lien, terms and provisions of any
mortgage (other than a mortgage created by the Tenant or a sale, transfer or
other disposition by the Tenant in the nature of a security interest in
violation of subsections 17.1.4 and 22.5, respectively, of this Agreement)
already or afterwards placed on the Carnegie Center Complex, the Property, the
Common Facilities, the Building or any estate or interest therein including,
without limiting the generality of the foregoing, any new mortgage or any
mortgage extension, renewal, modification, consolidation, replacement,
supplement or substitution.  This Agreement and the estate, interest and rights
hereby created for the benefit of the Tenant are, and shall always be,
subordinate to any ground lease already or afterwards made with regard to the
Carnegie Center Complex, the Property, the Common Facilities, the Building or
any estate or interest therein including, without limiting the generality of the
foregoing, any new ground lease or any ground lease extension, renewal,
modification, consolidation, replacement, supplement or substitution.  The
provisions of this section 25 of the Agreement shall be self-effecting; and no
further instrument shall be necessary to effect any such subordination.
However, in confirmation of either of the foregoing subordinations, the Tenant
shall, at the Landlord's written request, execute any requisite or appropriate
certificate or other document.  If the Tenant does not execute and deliver any
requisite or appropriate certificate or other document within 10 days of the
Landlord's written request therefor, the Tenant hereby constitutes and appoints
the Landlord as the Tenant's attorney in fact to execute any such certificate or
other document for or on behalf of the Tenant.  Nevertheless, the Tenant hereby
consents that any mortgagee or mortgagee's successor in interest may, at any
time and from time to time, by notice to the Tenant, subordinate its mortgage to
the estate and interest created by this Agreement; and upon the giving of such
notice, the subject mortgage shall be deemed subordinate to the estate and
interest created by this Agreement regardless of the respective times of
execution or delivery of either or of recording the subject mortgage.

26  Transfer by Landlord.
    --------------------

                                       35
<PAGE>

     26.1  The Landlord shall have the right at any time and from time to time
to sell, transfer, lease or otherwise dispose of the Carnegie Center Complex,
the Property, the Common Facilities or the Building or any of the Landlord's
interests therein, or to assign this Agreement or any of the Landlord's rights
thereunder.

     26.2  Upon giving notice of the occurrence of any transaction contemplated
by subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of
any obligation that might otherwise exist under this Agreement with respect to
periods subsequent to the effective date of any such transaction.  If, in
connection with any transaction contemplated by subsection 26.1 of this
Agreement the Landlord transfers, or makes allowance for, any Security Deposit
of the Tenant and gives notice of that fact to the Tenant, the Landlord shall
thereby be relieved of any further obligation to the Tenant with regard to any
such Security Deposit; and the Tenant shall look solely to the transferee with
respect to any such Security Deposit.

     26.3  In the event of the occurrence of any transaction contemplated by
subsection 26.1 of this Agreement the Tenant, upon written request therefor from
the transferee, shall attorn to and become the tenant of such transferee upon
the terms and conditions set forth in this Agreement.

     26.4  Notwithstanding anything to the contrary that may be set forth in
subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage
contemplated by section 25 of this Agreement is enforced by the respective
mortgagee pursuant to remedies provided in the mortgage or otherwise provided by
law or equity and any person succeeds to the interest of the Landlord as a
result of, or in connection with, any such enforcement, the Tenant shall, upon
the request of such successor in interest, automatically attorn to and become
the Tenant of such successor in interest without any change in the terms or
provisions of this Agreement, except that such successor in interest shall not
be bound by:  (a) any payment of Basic Rent or Additional Rent (exclusive of
prepayments in the nature of a Security Deposit actually received by such
successor) for more than one month in advance or (b) any amendment or other
modification of this Agreement which was made without the consent of such
mortgagee or such successor in interest; and, upon the request of such successor
in interest, the Tenant shall execute, acknowledge and deliver any instruments)
confirming such attornment.  Furthermore, the Tenant agrees that on such
attornment, such successor shall not be (i)liable for damages for any act or
omission of any prior landlord or (ii) be subject to any credits, offsets,
defenses, claims or counterclaims that the Tenant might have against any prior
landlord for periods prior to such attornment.  The Tenant waives the provisions
of any statute or rule of law, now or hereafter in effect, which may give or
purport to give the Tenant any right to terminate or otherwise adversely affect
this Agreement and the obligations of the Tenant hereunder in the event of the
enforcement of any mortgage as set forth above.  In all events, within-10 days
of the written request of the Landlord, the Tenant shall execute and deliver to
the Landlord a subordination, non-disturbance and attornment agreement in the
then current standard form of any mortgagee of the Property or any portion
thereof, provided such standard form does not purport to increase the Tenant's
obligations under this Agreement or to diminish the Tenant's rights under this
Agreement.

                                       36
<PAGE>

     26.5  If this Agreement and the estate, interest and rights hereby created
for the benefit of the Tenant are ever subject and subordinate to any ground
lease contemplated by section 25 of this Agreement:

           26.5.1  upon the expiration or earlier termination of the term of any
such ground lease before the termination of the Term under this Agreement, the
Tenant shall attorn to, and become the Tenant of, the lessor under any such
ground lease and recognize such lessor as the Landlord under this Agreement for
the balance of the Term; and

           26.5.2  such expiration or earlier termination of the term of any
such ground lease shall have no effect on the Term under this Agreement.

     26.6  Notwithstanding anything to the contrary that may be set forth in
section 25 of this Agreement, with respect to any mortgages or ground leases
contemplated by section 25 of this Agreement, the Landlord shall use reasonable
commercial efforts to obtain from each such mortgagee and ground lessor its
respective standard form of non-disturbance, attornment and subordination
agreement which includes a provision to the effect that, in the event of
enforcement of any remedies provided in the respective mortgage or ground lease,
respectively, or otherwise, so long as an Event of Default shall not have
occurred, the Tenant shall not be disturbed in its possession of the Leased
Premises in accordance with this Agreement and which does not include any
provision increasing the Tenant's obligations otherwise due, or diminishing the
Tenant's rights otherwise available, in either case in accordance with this
Agreement.  Any processing or other fee that the mortgagee or ground lessor may
charge and any reasonable legal expense that the Landlord may incur in
connection with performing its obligations under this subsection shall be paid
by the Tenant.

     26.7  No part of the Rent payable under this Agreement, if any, shall be
based in whole or in part on the income or profits derived from the Leased
Premises except for percentage rent based on gross (not net) receipts or sales.
If the mortgagee providing financing of all or any part of the Property succeeds
to the Landlord's interest under this Agreement and such mortgagee's counsel
advises the Landlord in writing that all or any portion or the Rent payable
under this Agreement is or may be deemed to be unrelated business income within
the meaning of the Internal Revenue Code or regulations issued thereunder, such
mortgagee may elect to amend unilaterally the calculation of the Rent under this
Agreement will constitute unrelated business income, but such amendment shall
not increase the Tenant's payment obligations or other liability under this
Agreement or reduce the Landlord's obligations under this Agreement.  If such
mortgagee so request in writing, the Tenant shall be obligated to execute any
document the mortgagee deems necessary to effect such amendment of this
Agreement.  Any sublease of the Leased Premises or any portion thereof shall
include the provisions of this subsection 26.7.

27  Indemnification.
    ---------------

     27.1  The Tenant shall, and hereby does, indemnify the Landlord against any
and all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses including, without limiting the generality of the foregoing, expenses
of investigation, defense and enforcement

                                       37
<PAGE>

thereof or of the obligation set forth in this section 27 of the Agreement
including, without limiting the generality of the foregoing, attorneys' fees,
imposed on or incurred by the Landlord in connection with any of the following
matters which occurs during the Term:

           27.1.1  any matter, cause or thing arising out of the use, occupancy,
control or management of the Leased Premises or any portion thereof which is not
caused by the Landlord's negligence or intentional act;

           27.1.2  any negligence or intentional act on the part of the Tenant
or any of its employees, other agents or Guests;

           27.1.3  any accident, injury or damage to any person or property
occurring in or about the Leased Premises which is not caused by the Landlord's
active gross negligence or intentional act;

           27.1.4  any representation made by the Tenant in this Agreement shall
have been inaccurate or incomplete in any material respect either on the date it
was made or the date as of which it was made;

           27.1.5  the imposition of any mechanic's, materialman's or other lien
on the Property, the Common Facilities, the Building, the Leased Premises or any
portion of any of the foregoing, or the filing of any notice of intention to
obtain any such lien, in connection with any alteration, improvement or other
modification of the Leased Premises made or authorized by the Tenant (which
indemnification obligation shall be deemed to include the Tenant's obligations
set forth in subsection 12.2.4.3 of this Agreement); or

           27.1.6  any failure on the part of the Tenant to perform or comply
with any obligation of the Tenant set forth in this Agreement.  Notwithstanding
the foregoing, the Tenant shall have no obligation to indemnify the Landlord
under this subsection 27.1.6 to the extent that such indemnification would
result in duplicating damages received by the Landlord under section 23 of this
Agreement as a result of an Event of Default.

     27.2  Payment of indemnification claims by the Tenant to the Landlord shall
be due upon the Landlord's giving notice thereof to the Tenant.

     27.3  The Landlord shall promptly give notice of any claim asserted, or
action or proceeding commenced, against it as to which it intends to claim
indemnification from the Tenant and, upon notice from the Tenant so requesting,
shall forward to the Tenant copies of all claim or litigation documents received
by it. Upon receipt of such notice the Tenant may, by notice to the Landlord,
participate therein and, to the extent it may desire, assume the defense thereof
through independent counsel selected by the Tenant and reasonably satisfactory
to the Landlord.  The Landlord shall not be bound by any compromise or
settlement of any such claim, action or proceeding without its prior written
consent.

28  Parties' Liability.
    -------------------

                                       38
<PAGE>

     28.1  None of the following occurrences shall constitute a breach of this
Agreement by the Landlord, a termination of the Term, an active or constructive
eviction or an occurrence requiring an abatement of Rent:

           28.1.1  the inability of the Landlord to provide any utility or
service to be provided by the Landlord, as described in section 8 of this
Agreement which is due to causes beyond the Landlord's control, or to necessary
or advisable improvements, maintenance, repairs or emergency, so long as the
Landlord uses reasonable efforts and diligence under the circumstances to
restore the interrupted service or utility;

           28.1.2  any improvement, modification, alteration or other change
made to the Carnegie Center Complex, the Property, the Building or the Common
Facilities by the Landlord consistently with the Landlord's obligations set
forth in subsection 13.2 of this Agreement; and

           28.1.3  any change in any Federal, state or local law or ordinance.

     28.2  Except for the commencement, duration or termination of the Term
(other than under the circumstances contemplated by subsection 15.1 of this
Agreement), the Tenant's obligation to make timely payments of Rent, the
Tenant's obligation to maintain certain insurance coverage in effect, the
Tenant's failure to perform any of its other obligations under this Agreement if
such failure has caused loss or damage that can not promptly be cured by
subsequent act of the Tenant and the period within which any type of option or
optional right exercisable by the Tenant must be exercised, any period of time
during which the Landlord or the Tenant is prevented from performing any of its
respective obligations under this Agreement because of fire, any other casualty
or catastrophe, strikes, lockouts, civil commotion, acts of God or the public
enemy, governmental prohibitions or preemptions, embargoes or inability to
obtain labor or material due to shortage, governmental regulation or prohibition
or any other cause beyond the Landlord's control, shall be added to the time
when such performance is otherwise required under this Agreement.

     28.3  In the event the Landlord or any of its successors or assigns is an
individual, partnership, joint venture, association or a participant in a joint
tenancy or tenancy in common, the Landlord, the partners, venturers, members and
joint owners and any successors and assigns of the Landlord shall not have any
personal liability or obligation under or in connection with this Agreement or
the Tenant's use and occupancy of the Leased Premises; but recourse shall be
limited exclusively to the Landlord's interest and the Landlord's successors and
assigns in the Building, including, but not limited to, rents, insurance
proceeds and condemnation awards received thereby.

     28.4  If, at any time during the Term, the payment or collection of any
Rent otherwise due under this Agreement shall be limited, frozen or otherwise
subjected to a moratorium by applicable law, and such limitation, freeze or
other moratorium shall subsequently be lifted, whether before or after the
termination of the Term, such aggregate amount of Rent as shall not have been
paid or collected during the Term on account of any such limitation, freeze or
other

                                       39
<PAGE>

moratorium, shall thereupon be due and payable at once. There shall be added to
the maximum period of any otherwise applicable statute of limitation the entire
period during which any such limitation, freeze or other moratorium shall have
been in effect.

     28.5  If this Agreement is executed by more than one person as Tenant,
their liability under this Agreement and in connection with the use and
occupancy of the Leased Premises shall be joint and several.

     28.6  In the event any rate of interest, or other charge in the nature of
interest, calculated as set forth in this Agreement would lead to the imposition
of a rate of interest in excess of the maximum rate permitted by applicable
usury law, only the maximum rate permitted shall be charged and collected.

     28.7  The rule of construction that any ambiguities that may be contained
in any contract shall be construed against the party drafting the contract shall
be inapplicable in construing this Agreement.

     28.8  Notwithstanding anything to the contrary that may be set forth in
subsection 28.1 of this Agreement, if (a) electricity or, between May 15/th/ and
September 30/th/ of each year during the Term, building standard air
conditioning or, between October 15/th/ and May 14/th/, heat as needed to the
Building or to the Leased Premises or any material portion of either is
interrupted for a period of more than fifteen (15) consecutive days; and (b) if,
and to the extent, the Tenant is prevented by such interruption from using the
Leased Premises or any material portion thereof; and (c) if the cause of such
interruption is located on the Property and distinctly within the control of the
Landlord to cure (as opposed to interruptions caused by a utility or vendor
outage affecting other properties in the area as well as the Property), then
Rent shall abate, to the extent the Tenant is prevented by such interruption
from using the Leased Premises or any material portion thereof, from the day
after the conclusion of such fifteen (15) day period until such interruption is
so cured that the Tenant may again utilize the Leased Premises or the material
portion thereof it was prevented thereby from using as a result of such
interruption.

                                       40
<PAGE>

29  Security Deposit.
    ----------------

     29.1  The Tenant shall pay to the Landlord upon execution and delivery of
this Agreement the sum of $80,553.00 as a security deposit to be held by the
Landlord as security for the Tenant's performance of all the Tenant's
obligations under this Agreement. The Landlord may commingle the Security
Deposit with its general funds. Any interest earned on the Security Deposit
shall belong to the Landlord. The Tenant shall not encumber the Security
Deposit. The Landlord, in its sole discretion, may apply the Security Deposit to
cure any Event of Default under this Agreement. If any such application is made,
upon notice by the Landlord to the Tenant, the Tenant shall promptly replace the
amount so applied. If there has been no Event of Default, within 30 days after
termination of the Term the Landlord shall return the entire balance of the
Security Deposit to the Tenant. The Tenant will not look to any foreclosing
mortgagee of the Property, the Building, the Common Facilities or any interest
therein for such return of the balance of the Security Deposit, unless the
mortgagee has expressly assumed the Landlord's obligations under this Agreement
or has actually received the balance of the Security Deposit.

     29.2  As an alternative to the cash Security Deposit contemplated by
subsection 29.1 of this Agreement, the Tenant may, upon execution and delivery
of this Agreement, deliver to the Landlord an irrevocable letter of credit in
the same amount for the benefit of the Landlord, draws upon which are
conditioned only on the Landlord's certification of the occurrence of an Event
of Default that, at the time of the draw, shall not have been cured in full by
the Tenant. The letter of credit shall be issued by a reputable commercial bank
operating in the United States reasonably satisfactory to the Landlord. The
letter of credit shall be held by the Landlord as a Security Deposit for the
Tenant's performance of all the Tenant's obligations under this Agreement. The
Tenant shall not encumber the Security Deposit. The Landlord, in its sole
discretion, may draw upon the Security Deposit to cure any Event of Default
under this Agreement. If any such application is made, upon notice by the
Landlord to the Tenant, the Tenant shall promptly replace the amount so applied,
either in cash or in the form of an additional letter of credit with otherwise
similar terms. The letter of credit shall be for a term equal to the Term or, if
the issuer of the letter of credit regularly and customarily only issues letters
of credit for shorter terms, for the longest of such shorter regular and
customary terms, but in no event for a term shorter than one year. If the letter
of credit is issued for a term shorter than the Term, the Tenant shall obtain
and deliver to the Landlord a renewal letter of credit for a term equal to the
shorter of (i) the balance of the Term or (ii) the longest of the issuer's
regular and customary terms, no later than 30 days prior to expiration of the
term of the then current letter of credit. If the Tenant shall fail to obtain
and deliver to the Landlord on a timely basis any such conforming renewal letter
of credit, the Landlord shall have the right to draw 100% of the then current
letter of credit and hold the proceeds as a cash Security Deposit in accordance
with subsection 29.1 of this Agreement.

30  Representations.
    ---------------

     30.1  The Tenant hereby represents and warrants that:

           30.1.1  no broker or other agent has shown the Leased Premises or the
Building to the Tenant, or brought either to the Tenant's attention;

                                       41
<PAGE>

           30.1.2  the execution and delivery of, the consummation of the
transactions contemplated by and the performance of all its obligations under,
this Agreement by the Tenant have been duly and validly authorized by its
general partners, to the extent required by their partnership agreement and
applicable law, if the Tenant is a partnership or, if the Tenant is a limited
liability company, by its representatives and members to the extent required by
their operating agreement and applicable law or, if the Tenant is a corporation,
by its board of directors and, if necessary, by its stockholders at meetings
duly called and held on proper notice for that purpose at which there were
respective quorums present and voting throughout; and no other approval,
partnership, corporate, governmental or otherwise, is required to authorize any
of the foregoing or to give effect to the Tenant's execution and delivery of
this Agreement; and

           30.1.3  the execution and delivery of, the consummation of the
transactions contemplated by and the performance of all its obligations under,
this Agreement by the Tenant will not result in a breach or violation of, or
constitute a default under, the provisions of any statute, charter, certificate
of incorporation or bylaws or partnership agreement of the Tenant or any
affiliate of the Tenant, as presently in effect, or any indenture, mortgage,
lease, deed of trust, other agreement, instrument, franchise, permit, license,
decree, order, notice, judgment, rule or order to or of which the Tenant or any
affiliate of the Tenant is a party, a subject or a recipient or by which the
Tenant, any affiliate of the Tenant or any of their respective properties and
other assets is bound.

     30.2  The Landlord hereby represents and warrants that:

           30.2.1  the terms of this Agreement are not in conflict with the
terms or provisions of any mortgage or superior lease that now or may hereafter
affect the Building, the Property or the Carnegie Center Complex;

           30.2.2  the Building, the Carnegie Center Complex, the Property, the
Common Facilities and the Leased Premises are currently in conformity and
compliance with all governmental rules, regulations, statutes and requirements
and shall be as of the Commencement Date;

           30.2.3  except as set forth in subsection 7.1 of this Agreement, no
exclusives or restrictive use covenants or similar agreements affect the
Tenant's use of the Leased Premises as such use is described in subsection 7.1
of this Agreement; and

           30.2.4  the Landlord has good right and full power to let and lease
the Leased Premises.

31  Reservation in Favor of Tenant.  Neither the Landlord's forwarding a copy of
    ------------------------------
this document to any prospective tenant nor any other act on the part of the
Landlord prior to execution and delivery of this Agreement by the Landlord shall
give rise to any implication that any prospective tenant has a reservation, an
option to lease or an outstanding offer to lease any premises.

                                       42
<PAGE>

32  Tenant's Certificates and Mortgagee Notice Requirements.
    -------------------------------------------------------

     32.1  Promptly upon request of the Landlord at any time or from time to
time, but in no event more than five days after the Landlord's respective
request, the Tenant shall execute, acknowledge and deliver to the Landlord or
its designee an estoppel or other certificate, satisfactory in form and
substance to the Landlord and any of its mortgagees, ground lessors or lessees
or transferees or prospective mortgagees, ground lessors or lessees or
transferees, with respect to any of or all the following matters and, without
limiting the generality of this subsection 32.1 of the Agreement, which
certificate, while TIAA remains the holder of the first mortgage on the
Property, shall be on TIAA's then current standard form, which standard form, as
of September 2000, is attached hereto as Exhibit G:

           32.1.1  whether this Agreement (including any modifications)is then
in full force and effect;

           32.1.2  whether this Agreement has not been amended, modified,
superseded, canceled, repudiated or revoked;

           32.1.3  whether the Landlord has satisfactorily completed all
construction work, if any, required of the Landlord or contractors selected and
retained by the Landlord in connection with readying the Leased Premises for
occupancy by the Tenant in accordance with section 5 of this Agreement;

           32.1.4  whether the Tenant is then in actual possession of the Leased
Premises;

           32.1.5  whether, to the best of the Tenant's knowledge, the Tenant
then has no offsets, defenses, claims or counterclaims this Agreement or
otherwise against the Landlord or with respect to the Leased Premises;

           32.1.6  whether, to the best of the Tenant's knowledge, Landlord is
not then in breach of this Agreement in any respect;

           32.1.7  whether the Tenant then has no knowledge of any assignment of
this Agreement, the pledging or granting of any security interest in this
Agreement or in Rent due and to become due under this Agreement;

           32.1.8  whether Rent is not then accruing under this Agreement in
accordance with its terms;

           32.1.9  whether any Rent is not then in arrears;

           32.1.10 whether Rent due or to become due under this Agreement has
not been prepaid by more than one month;

                                       43
<PAGE>

           32.1.11  if the response to any of the foregoing matters is in the
negative, a specification of all the precise reasons that necessitated the
negative response in each instance; and

           32.1.12  any other matter reasonably requested by the Landlord or any
of its mortgagees, ground lessors-or lessees or transferees or prospective
mortgagees, ground lessors or lessees or transferees, including, without
limiting the generality of the foregoing, such information as the Landlord may
request for purposes of assuring compliance with the Industrial Site Recovery
Act (13 N.J.S.A. 1K-6 et seq.), as it may be amended, and any other applicable
                      ------
Federal, state or local statute, ordinance, rule, regulation or order concerned
with environmental matters.

     32.2  If, in connection with the Landlord's or a prospective transferee's
obtaining financing or refinancing of the Carnegie Center Complex, the Property,
the Building, the Common Facilities, any portion thereof or any interest
therein, the Landlord or a prospective lender shall so request, the Tenant
shall furnish to the requesting party within 15 days of the request:

           32.2.1   its written consent to any requested modifications of this
Agreement provided that, in each such instance, the requested modification does
not increase the Rent otherwise due or, in the reasonable judgment of the
Tenant, otherwise materially increase the obligations of the Tenant under this
Agreement or materially adversely affect the Tenant's leasehold interest created
hereby or the Tenant's use and enjoyment of the Leased Premises (except in the
circumstances contemplated by section 16 of this Agreement); and

           32.2.2   summary financial information regarding its financial
position as of the close of its most recently completed fiscal year and its most
recently completed interim fiscal period and regarding its results of operations
for the periods then ended and comparable year earlier periods, certified by
Tenant's chief financial officer to be a complete, accurate and fair
presentation of the summary financial information purporting to be set forth
therein.

     32.3  The holder of the first mortgage on the Property is TIAA, whose
address is 730 Third Avenue/ New York, New York 10017-3206.  The Tenant shall
give notice to TIAA at such address (and to any other mortgagee regarding which
the Landlord shall have given notice to the Tenant of such other mortgagee's
name and address) of any notice of breach or default previously or afterwards
given by the Tenant to the Landlord under this Agreement and provide in such
notice that if the Landlord has not cured such breach or default within any
permissible cure period then such mortgagee shall have the greater of (a) an
additional period of 30 days or (b) if such default cannot practically be cured
within such period, such additional period as is reasonable under the
circumstances, within which to cure such default.  Upon request of the Landlord
at any time or from time to time, the Tenant shall execute, acknowledge and
deliver to the Landlord or its designee an acknowledgment of receipt of any such
notice, an acknowledgment of receipt of any notice of assignment of this
Agreement or rights hereunder by the Landlord to any of its mortgagees and the
Tenant's agreement to the foregoing effect on the respective forms, if any,
furnished by the Landlord or the respective mortgagees.

                                       44
<PAGE>

33  Waiver of Jury Trial and Arbitration
    ------------------------------------

     33.1  The parties hereby waive any right they might otherwise have to a
trial by jury in connection with any dispute arising out of or in connection
with this Agreement or the use and occupancy of the Leased Premises; and they
hereby consent to arbitration of any such dispute in Princeton, New Jersey, in
accordance with the rules for commercial arbitration of the American Arbitration
Association or successor organization, except that the Landlord, in its sole
discretion, may, with respect to any dispute involving either (i) the Landlord's
right to re-enter and re-take possession of the Leased Premises or (ii) the
determination of money damages following the occurrence of an Event of Default
under this Agreement, elect to pursue any of or all its rights in any court of
competent jurisdiction.  Judgment upon any arbitration award may be entered in
any court of competent jurisdiction.

34  Severability.  In the event that any provision of this Agreement, or the
    ------------
application of any provision in any instance, shall be conclusively determined
by a court of competent jurisdiction to be illegal, invalid or otherwise
unenforceable, such determination shall not affect the validity or
enforceability of the balance of this Agreement.

35  Notices. All notices contemplated by, permitted or required by this
    -------
Agreement shall be in writing. All notices required by this Agreement shall be
personally delivered or forwarded by certified mail--return receipt requested,
addressed to the intended party at its address first set forth above (adding, in
the case of notices to the Landlord after the Commencement Date, "Attention:
Lease Administration") or, in the case of notices to the Tenant during the Term
or any other period during which the Tenant shall be in possession of the Leased
Premises, at the Leased Premises.  Either party may from time to time change the
address prescribed in this Agreement for notices to it by notice to the other.
All notices required under this Agreement shall be deemed given upon their
deposit, properly addressed and postage prepaid, in a postal depository or upon
personal delivery to the intended party, regardless of whether delivery shall be
refused.

36  Captions.  Captions have been inserted at the beginning of each section of
    --------
this Agreement for convenience of reference only and such captions shall not
affect the construction or interpretation of any such section of this Agreement.

37  Counterparts.  This Agreement may be executed in more than one counterpart,
    ------------
each of which shall constitute an original of this Agreement but all of which,
taken together, shall constitute one and the same Agreement.

38  Applicable Law.  This Agreement and the obligations of the parties hereunder
    --------------
shall be governed by and construed in accordance with the laws of the State of
New Jersey.

39  Exclusive Benefit.  Except as may be otherwise specifically set forth in
    -----------------
this Agreement, this Agreement is made exclusively for the benefit of the
parties hereto and their permitted assignees

                                       45
<PAGE>

and no one else shall be entitled to any right, remedy or claim by reason of any
provision of this Agreement.

40  Successors.  This Agreement shall be binding upon the parties hereto and
    ----------
their respective successors and assigns.

41  Amendments.  This Agreement contains the entire agreement of the parties
    ----------
hereto, subsumes all prior discussions and negotiations and, except as may
otherwise be specifically set forth in this Agreement, this Agreement may not be
amended or otherwise modified except by a writing signed by all the parties to
this Agreement.

42  Waiver.  Except as may otherwise be specifically set forth in this
    ------
Agreement, the failure of any party at any time or times to require performance
of any provision of this Agreement shall in no manner affect the right at a
later time to enforce the same.  No waiver by any party of any condition, or of
the breach of any term, covenant, representation or warranty set forth in this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed to be or construed as a further or continuing waiver of any such
condition or breach, or as a waiver of any other condition or of the breach of
any other term, covenant, representation or warranty set forth in this
Agreement.

The Landlord's acceptance of, or endorsement on, any partial payment of Rent or
any late payment of Rent from the Tenant shall not operate as a waiver of the
Landlord's right to the balance of the Rent due on a timely basis regardless of
any writing to the contrary on, or accompanying, the Tenant's partial payment or
the Landlord's putative acquiescence therein.

43  Course of Performance.  No course of dealing or performance by the parties,
    ---------------------
or any of them, shall be admissible for the purpose of obtaining an
interpretation or construction of this Agreement at variance with the express
language of the Agreement itself.

                                       46
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.



                    LANDLORD:


                    CARNEGIE 214 ASSOCIATES LIMITED PARTNERSHIP,
                    a New Jersey limited partnership

                         BOSTON PROPERTIES, L.L.C.,
                         its general partner

                              By:   Boston Properties Limited
                                    Partnership, its managing member


                              By:   Boston Properties, Inc., its
                                    general partner


                                    By:______________________________________
                                         Mitchell Landis, Vice President





                    TENANT:

                    Level 8 Systems, Inc.



                    By:_________________________


                    Name:_______________________


                    Title:______________________

                                       47