This Lease Agreement, made the 1st day of March 2001,

  Between

  210 GARIBALDI AVENUE GROUP

residing or located at 90 Anderson Street
in the City of Hackensack in the County of Bergen and State of New Jersey,
herein designated as the Landlord,

  And

  TEL-INSTRUMENT ELECTRONICS CORP.

residing or located at 728 Garden Street
in the Borough of Carlstadt in the County of Bergen and State of New Jersey,
herein designated as the Tenant;
  Witnesseth that, the Landlord does hereby lease to the Tenant and the Tenant
does hereby rent from the Landlord, the following described premises: 19,564
square feet in the building known as 728 Garden Street, Carlstadt, New Jersey

for a term of ten (10) years
commencing  on March 1, 2001,  and ending on February 28,  2011,  to be used and
occupied  only and for no other  purpose  than  warehouse  and office  purposes,
distribution,  assembly  and  packaging  operations  and any  other  allied  use
permitted by law,  including the operation of the Tenant's business as presently
operated or as may be reasonably modified.

  Upon the following Conditions and Covenants:

1st: The Tenant  covenants  and agrees to pay to the  Landlord,  as rent for and
during the term  hereof,  the sum of $ See  Schedule on Rider  Attached.  in the
following manner:

    2nd:  The Tenant has  examined  the premises and has entered into this lease
without  any  representation  on the part of the  Landlord  as to the  condition
thereof.  The  Tenant  shall  take  good care of the  premises  and shall at the
Tenant's  own cost  and  expense,  make  all  repairs,  including  painting  and
decorating,  and shall  maintain  the  premises in good  condition  and state of
repair, and at the end or other expiration of the term hereof,  shall deliver up
the rented premises in good order and condition, wear and tear from a reasonable
use thereof,  and damage by the elements not resulting from the neglect or fault
of the Tenant,  excepted.  The Tenant  shall  neither  encumber nor obstruct the
sidewalks,  driveways, yards, entrances, hallways and stairs, but shall keep and
maintain the same in a clean condition,  free from debris,  trash,  refuse, snow
and ice.

    3rd:  In case of the destruction of or any damage to the glass in the leased
premises,  or the  destruction  of or damage of any kind  whatsoever to the said
premises, caused by the carelessness, negligence or improper conduct on the part
of the Tenant or the Tenant's agents, employees,  guests,  licensees,  invitees,
subtenants,  assignees or successors, the Tenant shall repair the said damage or
replace  or  restore  any  destroyed  parts of the  premises,  as  speeedily  as
possible, at the Tenant's own cost and expense.

    4th: No alterations, additions or improvements, except existing improvements
and work  currently  being done shall be made,  and no climate  regulating,  air
conditioning,  cooling,  heating  or  sprinkler  systems,  television  or  radio
antennas,  heavy  equipment,  apparatus and  fixtures,  shall be installed in or
attached to the leased  premises,  without the written  consent of the Landlord.
Unless  otherwise   provided  herein,   all  such   alterations,   additions  or
improvements  and  systems,  when made,  installed  in or  attached  to the said
premises,  shall  belong to and become the property of the Landlord and shall be
surrendered  with the premises and as part thereof upon the expiration or sooner
termination of this lease, without hindrance, molestation or injury.

    5th:  The  Tenant  shall not  place nor allow to be placed  any signs of any
kind whatsoever, upon, in or about the said premises or any part thereof, except
of a design  and  structure  and in or at such  places as may be  indicated  and
consented to by the Landlord in writing.  In case the Landlord or the Landlord's
agents,  employees or representatives shall deem it necessary to remove any such
signs in order to paint or make any repairs,  alterations or  improvements in or
upon said  premises or any part  thereof,  they may be so removed,  but shall be
replaced  at the  Landlord's  expense  when the  said  repairs,  alterations  or
improvements  shall have been  completed.  Any signs  permitted  by the Landlord
shall at all times  conform  with all  municipal  ordinances  or other  laws and
regulations applicable thereto.

    6th:  The Tenant  shall pay when due all the rents or  charges  for water or
other utilities used by the Tenant, which are or may be assessed or imposed upon
the  leased  premises  or which are or may be  charged  to the  Landlord  by the
suppliers thereof during the term hereof, and if not paid, such rents or charges
shall be added to and become payable as additional  rent with the installment of
rent next due or within 30 days of demand therefor, whichever occurs sooner.

    7th:  The Tenant shall  promptly  comply with all laws,  ordinances,  rules,
regulations,  requirements  and  directives of the Federal,  State and Municipal
Governments  or Public  Authorities  and of all their  departments,  bureaus and
subdivisions,  applicable  to and  affecting  the said  premises,  their use and
occupancy, for the correction, prevention and abatement of nuisances, violations
or other  grievances in, upon or connected  with the said  premises,  during the
term  hereof;   and  shall  promptly   comply  with  all  orders,   regulations,
requirements  and  directives  of the  Board  of Fire  Underwriters  or  similar
authority and of any insurance companies which have issued or are about to issue
policies of insurance  covering  the said  premises  and its  contents,  for the
prevention of fire or other casualty, damage or injury, at the Tenant's own cost
and expense.

    8th: The Tenant,  at Tenant's own cost and expense,  shall obtain or provide
and keep in full force for the Landlord,  during the term hereof, general public
liability  insurance,  insuring  the Landlord to the extent  Tenant's  insurance
against any and all liability or claims of liability  arising out of, occasioned
by or resulting from any accident or otherwise in or about the leased  premises,
for injuries to any person or persons, for limits of not less than $1,000,000.00
or  injuries  to one  person and  $1,000,000.00  for  injuries  to more than one
person, in any one accident or occurence, and for loss or damage to the property
of any person or persons, for not less than $250,000.00.  The policy or policies
of  insurance  shall be of a company or companies  authorized  to do business in
this State and shall be delivered to the Landlord, together with evidence of the
payment  of the  premiums  therefor,  not less than  fifteen  days  prior to the
commencement  of the term hereof or of the date when the Tenant shall enter into
possession,  whichever  occurs  sooner.  At  least  fifteen  days  prior  to the
expiration or termination date of any policy, the Tenant shall deliver a renewal
or  replacement  policy with proof of the payment of the premium  therefor.  The
Tenant also agrees to and shall save,  hold and keep  harmless and indemnify the
Landlord from and for any and all payments,  expenses,  costs, attorney fees and
from and for any and all claims and  liability  for losses or damage to property
or injuries to persons  occasioned  wholly or in part by or  resulting  from any
acts or  omissions  by the Tenant or the  Tenant's  agents,  employees,  guests,
licensees,  invites,  subtenants,  assignees or successors,  or for any cause or
reason whatsoever arising out of or by reason of the occupancy by the Tenant and
the conduct of the Tenant's business.


<PAGE>

    9th:  The Tenant  shall not,  without the written  consent of the  Landlord,
assign,  mortgage or hypothecate  this lease nor sublet or sublease the premises
or any part thereof.  The Landlord  shall not  uneasonably  refuse to consent to
sublet or assignment.

    10th: The Tenant  shall not occupy or use the  leased  premises  or any part
thereof,  nor permit or suffer the same to be occupied or used for any  purposes
other than as herein limited, nor for any purpose deemed unlawful, disreputable,
or extra hazardous, on account of fire or other casualty.

    11th: This lease shall not be a lien against the said premises in respect to
any mortgages that may hereafter be placed upon said premises.  The recording of
such mortgage or mortgages  shall have preference and precedence and be superior
and prior in lien to this lease,  irrespective  of the date of recording and the
Tenant  agrees to execute any  instruments,  without  cost,  which may be deemed
necessary or desirable, to further effect the subordination of this lease to any
such mortgage or mortgages.  A refusal by the Tenant to execute such instruments
shall entitle the Landlord to the option of cancelling this lease,  and the term
hereof is hereby expressly limited accordingly.

    12th: If the land and premises lease herein, or of which the leased premises
are a part,  or any  portion  thereof,  shall be taken under  eminent  domain or
condemnation proceedings, or if suit or other action shall be instituted for the
taking  or  condemnation  thereof,  or if in  lieu  of any  formal  condemnation
proceedings  or actions,  the Landlord  shall grant an option to purchase and or
shall  sell  and  convey  the  said  premises  or any  portion  thereof,  to the
governmental or other public authority,  agency, body or public utility, seeking
to take said land and premises or any portion  thereof,  then this lease, at the
option of the  Landlord,  shall  terminate,  and the term hereof shall end as of
such date as the Landlord  shall fix by notice in writing;  and the Tenant shall
have no claim or right to claim or be  entitled  to any  portion  of any  amount
which may be  awarded  as  damages  or paid as the  result of such  condemnation
proceedings or paid as the purchase price for such option, sale or conveyance in
lieu of  formal  condemnation  proceedings;  and all  rights  of the  Tenant  to
damages,  if any,  are hereby  assigned to the  Landlord.  The Tenant  agrees to
execute and deliver any instruments,  at the expense of the Landlord,  as may be
deemed  necessary or required to expedite  any  condemnation  proceedings  or to
effectuate  a proper  transfer  of title to such  governmental  or other  public
authority,  agency,  body or public utility  seeking to take or acquire the said
lands and premises or any portion  thereof.  The Tenant  covenants and agrees to
vacate the said premises,  remove all the Tenant's personal  property  therefrom
and deliver up  peaceable  possession  thereof to the  Landlord or to such other
party designated by the Landlord in the  aforementioned  notice.  Failure by the
Tenant to comply with any  provisions in this clause shall subject the Tenant to
such costs, expenses,  damages and losses as the Landlord may incur by reason of
the Tenant's breach hereof.

    13th: In case of fire or other  casualty,  the Tenant  shall give  immediate
notice to the Landlord.  If the premises shall be partially damaged by fire, the
elements or other  casualty,  the Landlord  shall repair the same as speedily as
practicable,  but the Tenant's  obligation to pay the rent  hereunder  shall not
cease.  If, in the opinion of the Landlord,  the premises be so extensively  and
substantially damaged as to render them untenantable,  then the rent shall cease
until such time as the premises shall be made tentable by the Landlord. However,
if, in the opinion of the  Landlord,  the  premises be totally  destroyed  or so
extensively  and  substantially  damaged as to require  practically a rebuilding
thereof, then the rent shall be paid up to the time of such destruction and then
and from thenceforth this lease shall come to an end. In no event however, shall
the provisions of this clause become effective or be applicable,  if the fire or
other casualty and damage shall be the result of the carelessness, negligence or
improper  conduct  of the  Tenant or the  Tenant's  agents,  employees,  guests,
licensees,  invitees,  subtenants,  assignees or  successors.  In such case, the
Tenant's  liability for the payment of the rent and the  performance  of all the
covenants,  conditions  and terms  hereof on the  Tenant's  part to be performed
shall continue and the Tenant shall be liable to the Landlord for the damage and
loss suffered by the Landlord. If the Tenant shall have been insured against any
of the risks herein  covered,  then the proceeds of such insurance shall be paid
over to the Landlord to the extent of the Landlord's  costs and expenses to make
the  repairs  hereunder,  and such  insurance  carriers  shall have no  recourse
against the Landlord for reimbursement.

    14th: If the Tenant  shall  fail or refuse to comply  with and  perform  any
conditions and covenants of the within lease,  the Landlord may, if the Landlord
so elects, carry out and perform such conditions and covenants,  at the cost and
expense of the Tenant, and the said cost and expense shall be payable on demand,
or at the option of the Landlord  shall be added to the  installment of rent due
immediately  thereafter  but in no case later than one month after such  demand,
whichever occurs sooner, and shall be due and payable as such. This remedy shall
be in addition to such other  remedies as the  Landlord  may have  hereunder  by
reason of the breach by the Tenant of any of the  covenants  and  conditions  in
this lease contained.

    15th: The  Tenant  agrees  that  the  Landlord  and the  Landlord's  agents,
employees or other representatives,  shall have the right to enter into and upon
the said premises or any part thereof,  at all reasonable hours, for the purpose
of examining  the same or making such repairs or  alterations  therein as may be
necessary  for the safety and  preservation  thereof.  This clause  shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspection or repairs.

    16th: The Tenant  agrees to permit the Landlord and the  Landlord's  agents,
employees or other  representatives  to show the premises to persons  wishing to
rent or purchase the same, and Tenant agrees that on and after  __________  next
preceding  the  expiration  of the term hereof,  the Landlord or the  Landlord's
agents, employees or other representatives shall have the right to place notices
on the front of said  premises or any part  thereof,  offering  the premises for
rent or for sale;  and the  Tenant  hereby  agrees to permit  the same to remain
thereon without hindrance or molestation.

    17th: If for any  reason it shall be  impossible  to  obtain  fire and other
hazard insurance on the buildings and improvements on the leased premises, in an
amount and in the form and in insurance  companies  acceptable  to the Landlord,
the Landlord  may, if the Landlord so elects at any time  thereafter,  terminate
this lease and the term hereof, upon giving to the Tenant fifteen days notice in
writing  of the  Landlord's  intention  so to do,  and upon the  giving  of such
notice, this lease and the term thereof shall terminate. If by reason of the use
to which the  premises  are put by the Tenant or  character  of or the manner in
which the  Tenant's  business  is carried on, the  insurance  rates for fire and
other  hazards  shall be  increased,  the Tenant shall upon  demand,  pay to the
Landlord,  as rent,  the amounts by which the  premiums for such  insurance  are
increased.  Such payment shall be paid with the next  installment of rent but in
no case later than one month after such demand, whichever occurs sooner.

    18th: Any equipment,  fixtures,  goods or other property of the Tenant,  not
removed by the Tenant upon the  termination of this lease, or upon any quitting,
vacating or  abandonment  of the  premises by the Tenant,  or upon the  Tenant's
eviction,  shall be  considered  as abandoned  and the  Landlord  shall have the
right,  without any notice to the Tenant,  to sell or  otherwise  dispose of the
same, at the expense of the Tenant,  and shall not be  accountable to the Tenant
for any part of the proceeds of such sale, if any.

    19th:  If there  should  occur any  default on the part of the Tenant in the
performance of any conditions obligations to and covenants herein contained,  or
if during the term hereof the  premises or any part  thereof  shall be or become
abandoned  or  deserted,  vacated or vacant,  or should the Tenant be evicted by
summary  proceedings  or  otherwise,  the  Landlord,  in  addition  to any other
remedies herein  contained or as may be permitted by law, may either by force or
otherwise,  without being liable for prosecution therefor, or for damages, after
20 days' written  notice to Tenant  re-enter the said premises and the same have
and again possess and enjoy;  and as agent for the Tenant or  otherwise,  re-let
the  premises and receive the rents  therefor  and apply the same,  first to the
payment of such expenses,  reasonable  attorney fees and costs,  as the Lendlord
may have been put to in re-entering and repossessing the same and in making such
repairs and  alterations  as may be necessary;  and second to the payment of the
rents due hereunder.  The Tenant shall remain liable for such rents as may be in
arrears  and also the rents as may  accrue  subsequent  to the  re-entry  by the
Landlord,  to the extent of the difference  between the rents reserved hereunder
and the rents,  if any,  received by the  Landlord  during the  remainder of the
unexpired term hereof,  after deducting the  aforementioned  expenses,  fees and
costs;  the same to be paid as such  deficiences  arise and are ascertained each
month.

    20th:  Upon  the  occurence  of any of the  contingencies  set  forth in the
preceding clause,  or should the Tenant be adjudicated a bankrupt,  insolvent or
placed in  receivership,  or should  proceedings be instituted by or against the
Tenant for bankruptcy,  insolvency,  receivership,  agreement of composition, or
assignment  for the benefit of creditors,  or if this lease or the estate of the
Tenant hereunder shall pass to another by virtue of any court proceedings,  writ
of  execution,  levy,  sale,  or by operation  of law, the Landlord  may, if the
landlord so elects,  at any time  thereafter,  terminate this lease and the term
hereof, upon giving to the Tenant or to any trustee, receiver, assignee or other
person in charge of or acting as  custodian  of the  assets or  property  of the
Tenant,  20 days notice in writing,  of the Landlord's  intention so to do. Upon
the giving of such notice,  this lease and the term hereof shall end on the date
fixed in such notice as if the said date was the date  originally  fixed in this
lease for the expiration hereof; and the Landlord shall have the right to remove
all persons,  goods,  fixtures and chattels  therefrom,  by force or  otherwise,
without liability for damages.

    21st: The Landlord shall not be liable for any damage or injury which may be
sustained by the Tenant or any other person,  as a  consequence  of the failure,
breakage, leakage, or obstruction of the water, plumbing, steam, sewer, waste or
soil pipes, roof, drains, leaders, gutters,  valleys,  downspouts or the like or
of   the   electrical,   gas,   power,   conveyor,   refrigeration,    spinkler,
airconditioning  or heating  systems,  elevators  or hoisting  equipment;  or by
reason of the  elements;  or  resulting  from the  carelessness,  negligence  or
improper  conduct  on the part of any  other  Tenant or of the  Landlord  or the
Landlord's or this or any other Tenant's agents,  employees,  guests, licensees,
invitees,   subtenants,   assignees  or  successors;   or  attributable  to  any
interference  with,  interruption  of or  failure,  beyond  the  control  of the
landlord, of any services to be furnished or supplied by the Landlord.

    22nd: The various rights,  remedies,  options and elections of the Landlord,
expressed  herein,  are  cumulative,  and the failure of the Landlord to enforce
strict  performance by the Tenant of the conditions and convenants of this lease
or to  exercise  any  election  or option or to resort or have  recourse  to any
remedy herein  conferred or the acceptance by the Landlord of any installment of
rent after any breach by the Tenant, in any one or more instances,  shall not be
construed  or deemed to be a waiver or a  relinquishment  for the  future by the
Landlord of any such conditions and covenants,  options,  elections or remedies,
by the same shall continue in full force and effect.


<PAGE>

    23rd:  This lease and the obligation of the Tenant to pay the rent hereunder
and to comply with the convenants and conditions hereof,  shall not be affected,
curtailed, impaired or excused because of the Landlord's inability to supply any
service or material called for herein, by reason of any rule, order,  regulation
or preemption  by any  governmental  entity,  authority,  department,  agency or
subdivision or for any delay which may arise by reason of  negotiations  for the
adjustment  of any fire or other  casualty  loss or  because of strikes or other
labor trouble or for any cause beyond the control of the Landlord.  However, the
Tenant's rent obligation shall be suspended if Tenant is constructively evicted,
defined as unihabitable for the Tenant's purpose.

    24th: The terms, conditions, covenants and provisions of this lease shall be
deemed to be severable.  If any clause or provision  herein  contained  shall be
adjudged to be invalid or unenforceable by a court of competent  jurisdiction or
by  operation  of any  applicable  law, it shall not affect the  validity of any
other clause or provision  herein,  but such other clauses or  provisions  shall
remain in full force and effect.

    25th: All notices  required under the terms of this lease shall be given and
shall be complete by mailing  such  notices by  certified  or  registered  mail,
return receipt requested,  to the address of the parties as shown at the head of
this lease,  or to such other  address as may be  designated  in writing,  which
notice of change of address shall be given in the same manner.

    26th: The Landlord  convenants and represents that the Landlord is the owner
of the  premises  herein  leased and has the right and  authority to enter into,
execute and deliver this lease;  and does further  convenant  that the Tenant on
paying the rent and performing the  conditions and covenants  herein  contained,
shall and may peaceably and quietly have, hold and enjoy the leased premises for
the term aforementioned.

    27th: This lease  contains  the entire  contract  between  the  parties.  No
representative,  agent or employee of the Landlord has been  authorized  to make
any representations or promises with reference to the within letting or to vary,
alter or modify  the terms  hereof.  No  additions,  changes  or  modifications,
renewals or extensions  hereof,  shall be binding  unless reduced to writing and
signed by the Landlord and the Tenant.

    30th: If any mechanics' or other liens shall be created or filed against the
leased  premises by reason of labor  performed  or materials  furnished  for the
Tenant in the erection, construction, completion, alteration, repair or addition
to any building or improvement,  the Tenant shall within 20 days thereafter,  at
the Tenant's own cost and expense,  cause such lien or liens to be satisfied and
discharged of record  together with any Notices of Intention  that may have been
filed.  Failure so to do, shall  entitle the Landlord to resort to such remedies
as are provided  herein in the case of any default of this lease, in addition to
such as are permitted by law.

    31st:  The Tenant  waives all rights of  recovery  against  the  Landlord or
Landlord's agents, employees or other representatives,  for any loss, damages or
injury of any nature  whatsoever  to property or persons for which the Tenant is
insured.  The  Tenant  shall use its best  efforts to obtain  from the  Tenant's
insurance carriers and will deliver to the Landlord,  waivers of the subrogation
rights under the respective policies.

    32nd:  The  Tenant  has this day  deposited  with  the  Landlord  the sum of
$15,000.00  as security for the payment of the rent  hereunder  and the full and
faithful  performance  by the Tenant of the covenants and conditions on the part
of the Tenant to be performed. Said sum shall be returned to the Tenant, without
interest,  after the expiration of the term hereof, provided that the Tenant has
fully and  faithfully  performed all such covenants and conditions and is not in
arrears in rent.  During the term hereof,  the Landlord  may, if the Landlord so
elects, have recourse to such security,  to make good any default by the Tenant,
in which event the Tenant shall on demand, promptly restore said security to its
original  amount.  Liability to repay said security to the Tenant shall run with
the  reversion  and title to said  premises,  whether  any  change in  ownership
thereof  be  by  voluntary  alienation  or  as  the  result  of  judicial  sale,
foreclosure or other proceedings,  or the exercise of a right of taking or entry
by any mortgagee.  The Landlord shall assign or transfer said security,  for the
benefit of the Tenant,  to any  subsequent  owner or holder of the  reversion or
title to said  premises,  in which case the assignee shall become liable for the
repayment  thereof as herein  provided,  and the assignor  shall be deemed to be
released  by the  Tenant  from all  liability  to  return  such  security.  This
provision  shall be applicable to every  alienation or change in title and shall
in no wise be  deemed to permit  the  Landlord  to  retain  the  security  after
termination  of the Landlord's  ownership of the reversion or title.  The Tenant
shall not mortgage, encumber or assign said security without the written consent
of the Landlord.

RIDER TO LEASE 210 GARIBALDI AVENUE GROUP, a New Jersey Partnership,  "Landlord"
and TEL-INSTRUMENT  ELECTRONICS CORP., a Corporation of the State of New Jersey,
"Tenant".

DATED:

--------------------------------------------------------------------------------

    CONTINUATION  OF "RENT":  The Tenant shall pay rent during the lease term in
accordance with the following schedule:

        (a)  Tenant  shall pay rent  during  the first  year of the lease  term,
    commencing  March 1,  2001 and  ending  February  28,  2002,  at the rate of
    $119,340.40 per annum, payable in equal monthly installments of $9,945.03;

        (b) Tenant  shall pay rent  during the  second  year of the lease  term,
    commencing  March 1,  2002 and  ending  February  28,  2003,  at the rate of
    $122,920.61 per annum, payable in equal monthly installments of $10,243.38;

        (c)  Tenant  shall pay rent  during  the third  year of the lease  term,
    commencing  March 1,  2003 and  ending  February  29,  2004,  at the rate of
    $126,608.23 per annum, payable in equal monthly installments of $10,550.69;

        (d) Tenant  shall pay rent  during the  fourth  year of the lease  term,
    commencing  March 1,  2004 and  ending  February  28,  2005,  at the rate of
    $130,406.48 per annum, payable in equal monthly installments of $10,867.21;

        (e)  Tenant  shall pay rent  during  the fifth  year of the lease  term,
    commencing  March 1,  2005 and  ending  February  28,  2006,  at the rate of
    $134,318.67 per annum, payable in equal monthly installments of $11,193.22;


                                       1
<PAGE>

        (f)  Tenant  shall pay rent  during  the sixth  year of the lease  term,
    commencing  March 1,  2006 and  ending  February  28,  2007,  at the rate of
    $138,348.23 per annum, payable in equal monthly installments of $11,529.02;

        (g) Tenant  shall pay rent  during the  seventh  year of the lease term,
    commencing  March 1,  2007 and  ending  February  29,  2008,  at the rate of
    $142,498.68 per annum, payable in equal monthly installments of $11,874.89;

        (h) Tenant  shall pay rent  during the  eighth  year of the lease  term,
    commencing  March 1,  2008 and  ending  February  28,  2009,  at the rate of
    $146,773.64 per annum, payable in equal monthly installments of $12,231.14;

        (i)  Tenant  shall pay rent  during  the ninth  year of the lease  term,
    commencing  March 1,  2009 and  ending  February  28,  2010,  at the rate of
    $151,176.85 per annum, payable in equal monthly installments of $12,598.07;

        (j)  Tenant  shall pay rent  during  the tenth  year of the lease  term,
    commencing  March 1,  2010 and  ending  February  28,  2011,  at the rate of
    $155,712.16 per annum, payable in equal monthly installments of $12,976.01.

    All of the aforesaid  monthly payments shall be due and payable on the first
day of each and every month in advance for the term of the lease.

    33rd: Notwithstanding  the  requirements of paragraph 4th of this lease, the
Landlord shall be responsible,  at its own cost and expense,  for the structural
portion of the building,  including the roof and the  maintenance  and repair of
the parking lot.


                                       2
<PAGE>

    34th: Tenant shall be responsible for the common area costs to the extent of
100% of same, and Tenant shall be responsible  for the insurance and real estate
taxes  assessed  against the  premises to the extent of 100%  thereof.  Landlord
shall  furnish  Tenant with  statements  for these charges not later than thirty
(30) days prior to the due date thereof.

    35th:  Landlord shall, at its own cost and expense,  by May 1, 2001, replace
the two fire exit doors and the first floor shipping door.

    36th: Tenant shall cooperate with the Landlord as to information  concerning
the premises known to the Tenant and Landlord shall make the initial  submission
to comply with all  requirements of the Industrial  Site Recovery Act,  N.J.S.A.
13:1K-6, et seq., and the regulations promulgated thereunder ("ISRA"), and shall
make all  submissions  to  provide  all  information  to,  and  comply  with all
requirements  of the Bureau of Industrial  Site Evaluation (the "Bureau") of the
New Jersey Department of Environmental  Protection ("NJDEP").  Should the Bureau
or any other  division of NJDEP  determine  that a cleanup  plan be prepared and
that a cleanup be  undertaken  because of any spills or  discharges or hazardous
substances  or wastes at the  premises  caused by the  Tenant or  persons  under
Tenant's  control which occur during the term of this lease,  then Tenant shall,
at Tenant's own expense,  prepare and submit the  required  plans and  financial
assurances,  and carry out the approved  plans.  Tenant shall not be responsible
for any  condition  of the  premises  existing  prior  to the  occupancy  of the
premises.  Any such fines  imposed  because  of the  Tenant's  operation  on the
premises  shall  be  the  responsibility  of  the  Tenant.   Landlord  shall  be
responsible  to  assume  all  ISRA-imposed   requirements  in  the  event  of  a
determination  that any  contamination  is not  caused by the  Tenant or persons
under Tenant's control.


                                       3
<PAGE>

    37th:  In the event any  monthly  payment  due under  this lease is not paid
within  ten (10) days of its due date by  written  notice of  default,  the said
payment  shall be made  accompanied  by a sum equal to five (5%)  percent of the
amount due.


                                       4
<PAGE>

      The Landlord may pursue the relief or remedy sought in any invalid clause,
by  conforming  the said  clause  with the  provisions  of the  statutes  or the
regulations of any governmental  agency in such case made and provided as if the
particular  provisions of the applicable  statutes or regulations were set forth
herein at length.

      In all references herein to any parties, persons, entities or corporations
the use of any particular gender or the plural or singular number is intended to
include the appropriate  gender or number as the text of the written  instrument
may require. All the terms,  convenants and conditions herein contained shall be
for and shall  inure to the  benefit  of and shall bind the  respective  parties
hereto,  and  their  heirs,   executors,   administrators,   personal  or  legal
representatives, successors and assigns.

      In Witness  Whereof,  the parties hereto have hereunto set their hands and
seals, or caused these presents to be signed by their proper corporate  officers
and their proper  corporate  seal to be hereto  affixed,  the day and year first
above written.

210 GARIBALDI AVENUE GROUP

BY: /s/ Phillip G. Rodano
    --------------------------
    Phillip G. Rodano, Partner

TEL-INSTRUMENT ELECTRONICS CORP.
Tenant

By: /s/ Richard J. Wixson
    --------------------------
    Richard J. Wixson

Signed, Sealed and Delivered
     in the presence of
       or Attested by

____________________________