<PAGE>

                                                                    Exhibit 10.3

                                      LEASE

                                      FROM:

                              MAPLE 6 CAMPUS L.L.C.

                                     LESSOR

                                       TO:

                                   ALTEON INC.

                                     LESSEE

                                    BUILDING:
                                 6 CAMPUS DRIVE
                             PARSIPPANY, NEW JERSEY

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                             <C>
1.   DESCRIPTION:............................................................................    4

2.   TERM:...................................................................................    4

3.   BASIC RENT:.............................................................................    4

4.   USE AND OCCUPANCY:......................................................................    4

5.   CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:..............................................    4

6.   ALTERATIONS, ADDITIONS OR IMPROVEMENTS:.................................................    7

7.   ACTIVITIES INCREASING FIRE INSURANCE RATES:.............................................    7

8.   ASSIGNMENT AND SUBLEASE:................................................................    7

9.   COMPLIANCE WITH RULES AND REGULATIONS:..................................................   12

10.  DAMAGE TO BUILDING:.....................................................................   12

11.  EMINENT DOMAIN:.........................................................................   13

12.  INSOLVENCY OF LESSEE:...................................................................   14

13.  LESSOR'S REMEDIES ON DEFAULT:...........................................................   14

14.    DEFICIENCY:...........................................................................   14

15.    SUBORDINATION OF LEASE:...............................................................   15

16.    SECURITY DEPOSIT:.....................................................................   15

17.    RIGHT TO CURE LESSEE'S BREACH:........................................................   16

18.    CONSTRUCTION LIENS:...................................................................   16

19.    RIGHT TO INSPECT AND REPAIR:..........................................................   16

20.    SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:...............................   17

21.    INTERRUPTION OF SERVICES OR USE:......................................................   17

22.    BUILDING STANDARD OFFICE ELECTRICAL SERVICE:..........................................   18

23.    ADDITIONAL RENT:......................................................................   19

24.    LESSEE'S ESTOPPEL:....................................................................   23

25.    HOLDOVER TENANCY:.....................................................................   23

26.    RIGHT TO SHOW PREMISES:...............................................................   23

27.    LESSOR'S WORK - LESSEE'S DRAWINGS:....................................................   23

28.    WAIVER OF TRIAL BY JURY:..............................................................   24

29.    LATE CHARGE:..........................................................................   24

30.    LESSEE'S INSURANCE:...................................................................   24

31.    NO OTHER REPRESENTATIONS:.............................................................   26

32.    QUIET ENJOYMENT:......................................................................   26

33.    INDEMNITY:............................................................................   26

34.    ARTICLE HEADINGS:.....................................................................   27

35.    APPLICABILITY TO HEIRS AND ASSIGNS:...................................................   27

36.    OUTSIDE PARKING SPACES:...............................................................   27
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                             <C>
37.    LESSOR'S LIABILITY FOR LOSS OF PROPERTY:..............................................   27

38.    PARTIAL INVALIDITY:...................................................................   27

39.    LESSEE'S BROKER:......................................................................   27

40.    PERSONAL LIABILITY:...................................................................   28

41.    NO OPTION:............................................................................   28

42.    DEFINITIONS:..........................................................................   28

43.    LEASE COMMENCEMENT:...................................................................   29

44.    NOTICES:..............................................................................   30

45. ACCORD AND SATISFACTION:.................................................................   30

46. EFFECT OF WAIVERS:.......................................................................   30

47. LEASE CONDITION:.........................................................................   30

48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:..............................................   30

49. LESSOR'S RESERVED RIGHT:.................................................................   31

50. CORPORATE AUTHORITY:.....................................................................   31

51. AFTER-HOURS USE:.........................................................................   31

52. LESSEE'S EXPANSION/RELOCATION:...........................................................   31

53. BUILDING PERMIT:.........................................................................   32

54. OPTION TO RENEW:.........................................................................   32

55. STORAGE SPACE:...........................................................................   34

56. LESSOR'S INSURANCE:......................................................................   34

57. ATTORNEY'S FEES:.........................................................................   35
</TABLE>

<PAGE>


         LEASE, is made the 21st day of October 2003 ("Lease"), between MAPLE 6
CAMPUS L.L.C. ("Lessor"), whose address is c/o Mack-Cali Realty Corporation, 11
Commerce Drive, Cranford, New Jersey 07016 and ALTEON INC. ("Lessee"), whose
address is 170 Williams Drive, Ramsey, New Jersey 07446.

                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

In addition to other terms elsewhere defined in this Lease, the following terms
whenever used in this Lease shall have only the meanings set forth in this
section, unless such meanings are expressly modified, limited or expanded
elsewhere herein.

1.       ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent
         payable by Lessee to Lessor pursuant to the provisions of this Lease.

2.       BASE PERIOD COSTS shall mean the following:

         A.       Base Operating Costs: Those Operating Costs incurred during
                  calendar year 2004.

         B.       Base Real Estate Taxes: Those Real Estate Taxes incurred
                  during calendar year 2004.

         C.       Insurance Cost Expense Stop: $ 22,243.65.

         D.       Utility and Energy Costs Expense Stop: $148,291.00.

3.       BUILDING shall mean 6 Campus Drive, Parsippany, New Jersey.

4.       BUILDING HOLIDAYS shall be those shown on Exhibit E attached hereto and
         made a part hereof.

5.       BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m.,
         but excluding those holidays as set forth on Exhibit F attached hereto
         and made a part hereof, except that Common Facilities, lighting in the
         Building and Office Building Area shall be maintained for such
         additional hours as, in Lessor's reasonable judgment, is necessary or
         desirable to insure proper operating of the Building and Office
         Building Area.

6.       COMMENCEMENT DATE is December 1, 2003, and shall for purposes hereof be
         subject to Articles 27 and 43 hereof. In no event shall the
         Commencement Date be earlier than December 1, 2003, unless Lessee or
         anyone claiming under or through Lessee shall occupy the Premises for
         the conduct of business.

7.       DEMISED PREMISES OR PREMISES shall be deemed to be ten thousand eight
         hundred thirty (10,830) gross rentable square feet as shown on Exhibit
         A attached hereto and made a part hereof, which includes an allocable
         share of the Common Facilities as defined in Section 42(b) hereof.

8.       EXHIBITS shall be the following, attached to this Lease and
         incorporated herein and made a part hereof:

<TABLE>
<S>                                <C>
Exhibit A                          Location of Premises
Exhibit A-1                        Office Building Area
Exhibit B                          Rules and Regulations
Exhibit C                          Lessor's Work
Exhibit C-1                        Air Conditioning &
                                   Heating Design Standards
Exhibit D                          Cleaning Services
Exhibit E                          Building Holidays
Exhibit F                          Lessee Estoppel Certificate
Exhibit G                          Commencement Date Agreement
</TABLE>

                                       1
<PAGE>

<TABLE>
<S>                                <C>
Exhibit H                          Letter of Credit Form
Exhibit I                          Storage Space License Agreement
Exhibit J                          Confidentiality Agreement
</TABLE>

9.       EXPIRATION DATE shall be the last day of the month in which the day
         before the three (3) year and one (1) month anniversary of the
         Commencement Date occurs.

10.      FIXED BASIC RENT shall mean the sum of EIGHT HUNDRED TWELVE THOUSAND
         TWO HUNDRED FIFTY AND 00/100 DOLLARS ($812,250.00) for the Term,
         payable as follows:

<TABLE>
<CAPTION>
Months            Yearly Rate          Monthly Installment
------            -----------          -------------------
<S>               <C>                  <C>
1                 $      0.00               $     0.00
2-12              $259,920.00               $21,660.00
13-24             $270,750.00               $22,562.50
25-37             $281,580.00               $23,465.00
</TABLE>

11.      LESSEE'S BROKER shall mean Cushman & Wakefield of New Jersey, Inc.

12.      LESSEE'S PERCENTAGE shall be seven and three tenths percent (7.3%),
         subject to adjustment as provided for in Section 42(d) hereof.

13.      OFFICE BUILDING AREA is as set forth on Exhibit A-1 attached hereto and
         made a part hereof.

14.      PARKING SPACES shall mean a total of forty-three (43) spaces as
         follows:

                   Assigned:    3
                   Unassigned:  40

15.      PERMITTED USE shall be general, executive and administrative office use
         and for no other purpose.

16.      SECURITY DEPOSIT shall be the sum of TWO HUNDRED FIFTY THOUSAND AND
         00/100 DOLLARS ($250,000.00).

         Lessee may deliver to Lessor, in lieu of the cash deposit set forth in
         this Article, an irrevocable negotiable letter of credit issued by and
         drawn upon such commercial bank selected by Lessee and reasonably
         acceptable to Lessor and in form and content reasonably acceptable to
         Lessor (the form attached hereto and made a part hereof as Exhibit H,
         shall be deemed acceptable to Lessor) for the account of Lessor, in the
         sum of TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00).
         Said letter of credit shall be for a term of not less than one (l) year
         and shall be automatically renewed by the bank (without notice from
         Lessor) (i.e., an "evergreen" letter of credit), no later than thirty
         (30) days prior to its expiration, and the expiration of each
         replacement thereof, until Lessor shall be required to return the
         Security Deposit to Lessee pursuant to the terms of this Lease, but in
         no event earlier than thirty (30) days after the Expiration Date, and
         each such renewed letter of credit shall be delivered to Lessor no
         later than thirty (30) days prior to the expiration of the letter of
         credit then held by Lessor. If any portion of the Security Deposit
         shall be utilized by Lessor in the manner permitted by this Lease,
         Lessee shall, within five (5) business days after request by Lessor,
         replenish the security account by depositing with Lessor, in cash or by
         letter of credit, an amount equal to that utilized by Lessor. Failure
         of Lessee to comply strictly with the provisions of this Article shall
         constitute a material breach of this Lease and Lessor shall be entitled
         to present the letter of credit then held by it for payment (without
         notice to Lessee). If the cash security is converted into a letter of
         credit, the provisions with respect to letters of credit shall apply,
         mutatis mutandis, to such letter of credit deposit. In the event of a
         bank failure or insolvency affecting the letter of credit, Lessee shall
         replace same within twenty (20) days after being requested to do so by
         Lessor.

         Provided that: (i) this Lease is in full force and effect; and (ii)
         Lessee is not in monetary or material non-monetary default hereunder,
         after the expiration of applicable notice and cure

                                       2
<PAGE>

         periods, the Security Deposit shall be reduced by the sum of $50,000.00
         on the one (1) year anniversary of the Commencement Date and shall be
         further reduced by the sum of $50,000.00 on the two (2) year
         anniversary of the Commencement Date.

17.      TERM shall mean three (3) years and one (1) month from the Commencement
         Date, plus the number of days, if any, to have this Lease expire on the
         last day of a calendar month, unless extended pursuant to any option
         contained herein.

                                       3
<PAGE>

                              W I T N E S S E T H

                  For and in consideration of the covenants herein contained,
and upon the terms and conditions herein set forth, Lessor and Lessee agree as
follows:

1.       DESCRIPTION:

         Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor,
         the Premises as defined in the Preamble which includes an allocable
         share of the Common Facilities, as shown on the plan or plans,
         initialed by the parties hereto, marked Exhibit A attached hereto and
         made part of this Lease in the Building as defined in the Preamble
         ("Building") which is situated on that certain parcel of land ("Office
         Building Area") as described on Exhibit A-1 attached hereto and made
         part of this Lease, together, with the right to use in common with
         other lessees of the Building, their invitees, customers and employees,
         those public areas of the Common Facilities as hereinafter defined.

2.       TERM:

         The Premises are leased for a term to commence on the Commencement
         Date, and to end at 12:00 midnight on the Expiration Date, all as
         defined in the Preamble.

3.       BASIC RENT:

         Lessee shall pay to Lessor during the Term, the Fixed Basic Rent as
         defined in the Preamble ("Fixed Basic Rent") payable in such coin or
         currency of the United States of America as at the time of payment
         shall be legal tender for the payment of public and private debts. The
         Fixed Basic Rent shall accrue at the Yearly Rate as defined in the
         Preamble and shall be payable, in advance, on the first (1st) day of
         each calendar month during the Term at the Monthly Installments as
         defined in the Preamble, except that a proportionately lesser sum may
         be paid for the first and last months of the Term of this Lease if the
         Term commences on a day other than the first (1st) day of the month, in
         accordance with the provisions of this Lease herein set forth. Lessor
         acknowledges receipt from Lessee of the first (1st) monthly installment
         by check, subject to collection, for Fixed Basic Rent for the first
         month of the Term. Lessee shall pay Fixed Basic Rent, and any
         Additional Rent as hereinafter provided, to Lessor at Lessor's above
         stated address, or at such other place as Lessor may designate in
         writing, without demand and without counterclaim, deduction or set off,
         except as otherwise provided herein.

4.       USE AND OCCUPANCY:

         Lessee shall use and occupy the Premises for the Permitted Use as
         defined in the Preamble. Lessor represents that the Permitted Use is
         permitted by the certificate of occupancy covering the Building.

         Lessee hereby acknowledges that "no smoking" is permitted in the Common
         Facilities.

5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:

               (a)  Lessee shall commit no act of waste and shall take good care
                    of the interior, non-structural portions of the Premises and
                    the fixtures and appurtenances therein, and shall, in the
                    use and occupancy of the Premises, conform to all laws,
                    orders and regulations of the federal, state and municipal
                    governments or any of their departments affecting Lessee's
                    particular use or manner of use of the Premises and with any
                    and all environmental requirements resulting from the
                    Lessee's use of the Premises, this covenant to survive the
                    expiration or sooner termination of this Lease. However,
                    Lessee shall have the right to contest, by appropriate
                    proceedings diligently conducted in good faith in the name
                    of Lessee or, with the prior consent of Lessor, which
                    consent shall not be unreasonably withheld, conditioned or
                    delayed, in the name of Lessor or both, and without cost or
                    expense to Lessor, the validity or application of any law,
                    ordinance, order, rule, regulation or legal requirement of
                    any nature whatsoever having applicability to this Lease and
                    Lessee's obligations or rights hereunder. Lessee may also
                    postpone compliance with any such law, ordinance, order,
                    rule, regulation or legal requirement pending

                                       4
<PAGE>

                    the outcome of any contest proceedings , even if Lessee
                    incurs a lien, charge or liability by reason of such
                    postponement, to the extent that and for so long as: (i)
                    such contest or postponement does not subject Lessor to
                    criminal or civil liability; (ii) Lessee furnishes to Lessor
                    security, reasonably satisfactory to Lessor, against any
                    lien, loss, fine, penalty, interest or inquiry by reason of
                    any contest or postponement; and (iii) such contest does not
                    impair or negatively affect any pending sale or financing
                    (current or prospective) involving the Building. Lessor will
                    not be required to join any proceedings referred to in this
                    Section unless the provision of any applicable law, rule or
                    regulation at the time in effect requires such proceedings
                    be brought by or in the name of Lessor. In that event,
                    Lessor will join the proceedings or permit them to be
                    brought in its name if Lessee pays all related expenses
                    (including Lessor's reasonable attorney's fees). Lessor
                    shall, subject to the same being included in Operating
                    Costs, make all necessary repairs to the Premises, the
                    Building, the Common Facilities and to the assigned parking
                    areas, if any (including structure and exterior) except
                    where the repair has been made necessary by misuse or
                    neglect by Lessee or Lessee's agents, servants, visitors or
                    licensees, in which event Lessor shall nevertheless make the
                    repair but Lessee shall pay to Lessor, as Additional Rent,
                    within thirty (30) days after demand, the actual
                    out-of-pocket reasonable costs therefor, together with
                    appropriate supporting documentation. All improvements made
                    by Lessee to the Premises, which are so attached to the
                    Premises that they cannot be removed without material injury
                    to the Premises (excluding, however, Lessee's "rolling
                    files"), shall become the property of Lessor upon
                    installation. Not later than the last day of the Term,
                    Lessee shall, at Lessee's expense, remove all Lessee's
                    personal property and those improvements made by Lessee
                    which have not become the property of Lessor, including
                    trade fixtures, cabinetwork, movable paneling, partitions
                    and the like, repair all injury done by or in connection
                    with the installation or removal of said property and
                    improvements, and surrender the Premises in as good
                    condition as they were at the beginning of the Term,
                    reasonable wear and tear, and damage by fire, the elements,
                    casualty, condemnation, eminent domain or other cause not
                    due to the misuse or neglect by Lessee, Lessee's agents,
                    servants, visitors or licensees excepted. If requested by
                    either party, Lessor and Lessee shall coordinate an
                    inspection of the Premises at the end of the Term. All other
                    property of Lessee remaining on the Premises after the last
                    day of the Term of this Lease shall be conclusively deemed
                    abandoned and may be removed by Lessor, and Lessee shall
                    reimburse Lessor for the actual out-of-pocket reasonable
                    cost of such removal. Lessor may have any such property
                    stored at Lessee's risk and expense.

                    Lessor shall comply with all laws, ordinances, orders,
                    rules, regulations or legal requirements affecting the
                    Building with which Lessee is not required to comply
                    hereunder; provided, however, that the cost of such
                    compliance shall be included in Operating Costs to the
                    extent provided in Article 23 hereof.

                    Notwithstanding the foregoing, Lessor shall inform Lessee at
                    the time Lessor grants its consent to any alteration,
                    addition or improvement, excluding The Work (as defined in
                    Exhibit C), whether Lessor shall require Lessee to remove
                    the alteration, addition or improvement at the end of the
                    Term. If Lessor fails to designate an item for removal at
                    the time it consents to such alteration, addition or
                    improvement, such item may remain in the Premises at the
                    expiration or earlier termination of this Lease.

         ENVIRONMENTAL

         (b)      COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's
                  own expense, promptly comply with each and every federal,
                  state, county and municipal environmental law, ordinance,
                  rule, regulation, order, directive and requirement, now or
                  hereafter existing (collectively, "Environmental Laws"),
                  applicable to Lessee's use of the Premises, Lessee, Lessee's
                  operations at the Premises, or all of them. Lessee shall not
                  be responsible for the remediation of any preexisting
                  conditions or violations of Environmental Laws by Lessor or
                  Lessor's Representatives (as hereinafter defined). To the best
                  of Lessor's knowledge, the Building and the Office Building
                  Area is presently in compliance with Environmental Laws.
                  Nothing contained herein shall be deemed to prevent Lessee
                  from using ordinary office and

                                       5
<PAGE>

                  cleaning supplies in reasonable quantities in the Premises.

         (c)      ISRA COMPLIANCE. Lessee shall, at Lessee's own expense, comply
                  with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et
                  seq., the regulations promulgated thereunder and any amending
                  and successor legislation and regulations ("ISRA") arising out
                  of Lessee's acts or omissions.

         (d)      INFORMATION TO LESSOR. At no expense to Lessor, Lessee shall
                  promptly provide all information and sign all reasonable
                  documents requested by Lessor with respect to compliance with
                  Environmental Laws.

         (e)      LESSOR AUDIT. Lessee shall permit Lessor and its
                  representatives access to the Premises, from time to time, to
                  conduct an environmental assessment, investigation and
                  sampling. Such entry shall be performed in a manner using
                  reasonable efforts to minimize interference with Lessee's use
                  of the Premises, and Lessor shall be accompanied by a
                  representative of Lessee. If Lessor reasonably believes that
                  Lessee has violated this provision, after the expiration of
                  applicable notice and cure periods the actual out-of-pocket
                  reasonable cost of the assessment, investigation and sampling
                  shall be borne by Lessee.

         (f)      LESSEE REMEDIATION. Should any assessment, investigation or
                  sampling reveal the existence of any spill, discharge or
                  placement of Contaminants (as hereinafter defined) in, on,
                  under, or about, or migrating from or onto the Premises, the
                  Building or the Office Building Area, as a result of the
                  action or omission of Lessee or a Lessee Representative (as
                  hereinafter defined), then, in addition to being in default
                  under this Lease, after the expiration of the applicable
                  notice and cure periods, and Lessor having all rights
                  available to Lessor under this Lease and by law by reason of
                  such default, Lessee shall, at Lessee's own expense, in
                  accordance with Environmental Laws, undertake all action
                  reasonably required by Lessor and any governmental authority,
                  including, without limitation, promptly obtaining and
                  delivering to Lessor an unconditional No Further Action
                  Letter. For purposes of this Article, the term "Lessee's
                  Representative" shall mean any shareholder, officer, director,
                  member, partner, employee, agent, licensee, assignee,
                  sublessee or invitee of Lessee, or any third party for whom
                  Lessee is legally responsible. Lessee's remedial action may
                  involve engineering or institutional controls, a groundwater
                  classification exception area or well restriction area, and
                  Lessee's remedial action shall meet the most stringent
                  published or unpublished remediation standards for soil,
                  surface water, groundwater and drinking water for continued
                  use of the Building as commercial. Promptly upon completion of
                  all required investigatory and remedial activities, Lessee
                  shall, at Lessee's own expense, to Lessor's reasonable
                  satisfaction, restore the affected areas of the Premises, the
                  Building or the Office Building Area, as the case may be, from
                  any damage or condition caused by the investigatory or
                  remedial work.

         (g)      ENVIRONMENTAL QUESTIONNAIRE. Within fifteen (15) days
                  following Lessor's request, Lessee shall complete, execute and
                  deliver to Lessor an environmental questionnaire in form and
                  substance reasonably satisfactory to Lessor.

         (h)      ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this
                  Article, the term "Environmental Documents" shall mean all
                  environmental documentation concerning the Building or the
                  Office Building Area, of which the Premises is a part, in the
                  possession or under the control of Lessee, including, without
                  limitation, plans, reports, correspondence and submissions.
                  During the Term of this Lease and subsequently, promptly upon
                  receipt by Lessee or Lessee's Representative, Lessee shall
                  deliver to Lessor all Environmental Documents concerning or
                  generated by or on behalf of Lessee, whether currently or
                  hereafter existing. In addition, Lessee shall promptly notify
                  Lessor of any environmental condition of which Lessee has
                  knowledge, which may exist in, on, under, or about, or may be
                  migrating from or onto the Building or the Office Building
                  Area.

         (i)      LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS.
                  Notwithstanding anything to the contrary set forth in this
                  Lease, in the event, pursuant to this Lease, Lessee is
                  required to undertake any sampling, assessment, investigation
                  or remediation with respect to the Premises, the Building or
                  the Office Building Area, as the case may be, then, at

                                       6
<PAGE>

                  Lessor's discretion, Lessor shall have the right, upon notice
                  to Lessee, and after the expiration of applicable notice and
                  cure periods, from time to time, to perform such activities at
                  Lessee's expense, and all actual out-of-pocket reasonable sums
                  incurred by Lessor shall be paid by Lessee, as Additional
                  Rent, within thirty (30) days after written request, together
                  with reasonable documentation.

         (j)      INDEMNITY. Lessee shall indemnify, defend and hold harmless
                  Lessor, Lessor's officers, directors, shareholders, employees
                  and personal or legal representatives from and against any and
                  all claims, liabilities, losses, damages (excluding
                  consequential damages), penalties and costs, foreseen or
                  unforeseen, including, without limitation, reasonable counsel,
                  engineering and other professional or expert fees, which an
                  indemnified party may incur resulting directly or indirectly,
                  wholly or partly from Lessee's actions or omissions with
                  regard to Lessee's obligations under this Article. In no event
                  shall this indemnity be deemed to cover preexisting conditions
                  or violations of Environmental Laws by Lessor or Lessor's
                  Representatives in the Premises.

         (k)      SURVIVAL. This Article shall survive the expiration or earlier
                  termination of this Lease. Lessee's failure to abide by the
                  terms of this Article shall be restrainable or enforceable, as
                  the case may be, by injunction.

         (l)      INTERPRETATION. The obligations imposed upon Lessee under
                  subparagraphs (a) through (j) hereof are in addition to and
                  are not intended to limit, but to expand upon, the obligations
                  imposed upon Lessee under this Article 5. As used in this
                  Article, the term "Contaminants" shall include, without
                  limitation, any regulated substance, toxic substance,
                  hazardous substance, hazardous waste, pollution, pollutant,
                  contaminant, petroleum, asbestos or polychlorinated biphenyls,
                  as defined or referred to in any Environmental Laws. Where a
                  law or regulation defines any of these terms more broadly then
                  another, the broader definition shall apply.

6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

         Lessee shall not make any alterations, additions or improvements in, to
         or about the Premises, with the exception of decorative or
         non-structural alterations, additions or improvements costing less than
         TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($25,000.00), without first
         obtaining the written consent of Lessor, which consent shall not be
         unreasonably withheld, conditioned or delayed, if they do not affect
         the Building structure or systems. Upon Lessee's request, Lessor shall
         specify the reason(s) for Lessor's denial of its consent to a specific
         alteration, addition or improvement.

         Lessor will, at Lessee's sole cost and expense, assist Lessee in and
         execute any reasonable documents required for the procurement of any
         licenses, permits, "sign-offs", approvals or certificates which may be
         required by any governmental agency or authority with respect to any
         alterations, additions or improvements in, to or about the Premises
         and/or for obtaining any services, utilities or facilities from any
         public utility supplying the same to the Building.

7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:

         Lessee shall not do or suffer anything to be done on the Premises which
         will increase the rate of fire insurance on the Building, unless Lessee
         pays to Lessor, within thirty (30) days after written demand, the full
         amount of any increase in the rate of fire insurance on the Building
         resulting therefrom. However, Lessor represents and warrants to Lessee
         that, to its knowledge, Lessee's use of the Premises for the purposes
         permitted by this Lease will not subject Lessee to any obligations
         (including, but not limited to, payment of increased premiums)
         regarding Lessor's fire insurance policies.

8.       ASSIGNMENT AND SUBLEASE:

         Provided Lessee is not in default of any provisions of this Lease,
         after the expiration of the applicable notice and cure periods, Lessee
         may assign this Lease or sublease all or any part of the Premises to
         any party subject to the following:

                                       7
<PAGE>

         a.       In the event Lessee desires to assign this Lease or sublease
                  all or part of the Premises to any other party, the terms and
                  conditions of such assignment or sublease shall be
                  communicated to Lessor in writing no less than thirty (30)
                  days prior to the effective date of any such sublease or
                  assignment, and, prior to such effective date, Lessor shall
                  have the option, exercisable in writing to Lessee within
                  twenty (20) days following Lessor's receipt of Lessee's
                  communication, to: (i) sublease such space from Lessee at the
                  lower rate of (a) the rental rate per rentable square foot of
                  Fixed Basic Rent and Additional Rent then payable pursuant to
                  this Lease, or (b) the terms set forth in the proposed
                  sublease; (ii) recapture in the case of subletting, that
                  portion of the Premises to be sublet or all of the Premises in
                  the case of an assignment ("Recapture Space") so that such
                  prospective sublessee or assignee shall then become the sole
                  Lessee of Lessor hereunder; or (iii) recapture the Recapture
                  Space for Lessor's own use, in either of the aforesaid events,
                  Lessee shall be fully released from any and all obligations
                  hereunder with respect to the Recapture Space.

                  Notwithstanding the foregoing, Lessor shall have no right to
                  exercise its rights pursuant to clauses (i), (ii) or (iii)
                  above, if the space that Lessee proposes to sublet is two
                  thousand (2,000) gross rentable square feet or less and the
                  term of such subletting, including renewal options, if any, is
                  to expire at any time prior to the end of the second (2nd)
                  Lease Year.

         b.       In the event that Lessor elects not to recapture this Lease or
                  sublease the Premises as hereinabove provided, Lessee may
                  nevertheless assign this Lease or sublet the whole or any
                  portion of the Premises, subject to Lessor's prior written
                  consent, which consent shall not be unreasonably withheld,
                  conditioned or delayed on the basis of the following terms and
                  conditions:

                  i.       Lessee shall provide to Lessor the name and address
                           of the assignee or sublessee.

                  ii.      The assignee shall assume, by written instrument, all
                           of the obligations of this Lease, and a copy of such
                           assumption agreement shall be furnished to Lessor
                           within ten (10) business days of its execution. Any
                           sublease shall expressly acknowledge that said
                           sublessee's rights against Lessor shall be no greater
                           than those of Lessee. Lessee further agrees that
                           notwithstanding any such subletting, no other and
                           further subletting of the Premises by Lessee or any
                           person claiming through or under Lessee shall or will
                           be made except upon compliance with and subject to
                           the provisions of this Article 8.

                  iii.     Each sublease shall provide that it is subject and
                           subordinate to this Lease and to the matters to which
                           this Lease is or shall be subordinate, and that in
                           the event of default by Lessee under this Lease,
                           Lessor may, at its option, take over all of the
                           right, title and interest of Lessee, as sublessor,
                           under such sublease, and such sublessee shall, at
                           Lessor's option, attorn to Lessor pursuant to the
                           then executory provisions of such sublease, except
                           that Lessor shall not: (1) be liable for any previous
                           act or omission of Lessee under such sublease; or (2)
                           be subject to any offset not expressly provided in
                           such sublease which theretofore accrued to such
                           sublease to which Lessor has not specifically
                           consented in writing or by any previous prepayment of
                           more than one (1) month's rent.

                  iv.      Lessee and each assignee shall be and remain liable
                           for the observance of all the covenants and
                           provisions of this Lease, including, but not limited
                           to, the payment of Fixed Basic Rent and Additional
                           Rent reserved herein, through the entire Term of this
                           Lease, as the same may be renewed, extended or
                           otherwise modified.

                  v.       Lessee shall promptly pay to Lessor fifty percent
                           (50%) of any consideration received for any
                           assignment and/or fifty percent (50%) of the rent, as
                           and when received, in excess of the rent required to
                           be paid by Lessee for the area sublet computed on the
                           basis of an average square foot rent for the gross
                           square footage Lessee has leased, after first
                           deducting on a ratable basis over the term of any
                           sublease or the remaining Term of this Lease, all
                           reasonable

                                       8
<PAGE>

                           costs and expenses incurred by Lessee and Lessee's
                           unamortized costs of any alterations, additions and
                           improvements to the Premises made by Lessee. Any
                           consideration for this Lease reasonably allocated to
                           Lessee's furniture, fixtures and equipment may be
                           retained by Lessee in its entirety.

                  vi.      In any event, the acceptance by Lessor of any rent
                           from the assignee or from any of the sublessees or
                           the failure of Lessor to insist upon a strict
                           performance of any of the terms, conditions and
                           covenants herein shall not release Lessee herein, nor
                           any assignee assuming this Lease, from any and all of
                           the obligations herein during and for the entire Term
                           of this Lease.

                  vii.     In Lessor's reasonable judgment, the proposed
                           assignee or sublessee is engaged in a business or
                           activity, and the Premises, or the relevant part
                           thereof, will be used in a manner, which: (1) is in
                           keeping with the then standard of the Building; and
                           (2) is limited to the use of the Premises as general,
                           executive and administrative offices.

                  viii.    The proposed assignee or sublessee shall be an entity
                           which has existed for at least one (1) year and is
                           not then an occupant of any part of the Building or
                           any other building then owned by Lessor or its
                           affiliates within a three(3) mile radius of the
                           Building, provided that Lessor has equivalent space
                           available in the Building or in any other building
                           then owned by Lessor or its affiliates within a three
                           (3)mile radius of the Building.

                  ix.      The proposed assignee or sublessee is not an entity
                           or a person with whom Lessor is or has been, within
                           the preceding six (6) month period, negotiating to
                           lease space in the Building or any other building
                           owned by Lessor or its affiliates within a three
                           (3)mile radius of the Building, provided that Lessor
                           has equivalent space available in the Building or in
                           any other building then owned by Lessor or its
                           affiliates within a three (3) mile radius of the
                           Building.

                  x.       There shall not be more than two (2) sublessees in
                           the Premises (excluding a Lessee Affiliate) (as
                           hereinafter defined).

                  xi.      Lessee shall not advertise the subtenancy for less
                           than the then current market rent per rentable square
                           foot for the Premises as though the Premises were
                           vacant.

                  xii.     Lessee shall not have: (a) publicly advertised the
                           rental amount of the Premises without prior notice to
                           and approval by Lessor (which approval shall not be
                           unreasonably withheld, conditioned or delayed), nor
                           shall any advertisement state the name (as
                           distinguished from the address) of the Building; or
                           (b) listed the Premises for subletting or assignment
                           with a broker, agent or representative who does not
                           waive any entitlement to a commission or other fee
                           from Lessor in the event of a recapturing of the
                           Premises.

                  xiii.    The proposed occupancy shall not, in Lessor's
                           reasonable opinion, increase the density of
                           population using the Premises to exceed one (1)
                           person per two hundred fifty (250) gross rentable
                           square feet of space or exceed the parking allocation
                           presently provided for in this Lease.

                  xiv.     The proposed assignee or sublessee shall only use the
                           Premises for general, executive and administrative
                           offices and shall not be engaged in any of the
                           following:

                           (1)      educational, including, but not limited to,
                                    instructional facilities and correspondence
                                    schools;

                           (2)      employment agencies;

                           (3)      model agencies;

                           (4)      photographic studios or laboratories;

                           (5)      spas, health, physical fitness or exercise
                                    salons;

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<PAGE>

                           (6)      small loan offices;

                           (7)      real estate brokerage or real estate sales
                                    offices open to the general public or
                                    construction offices;

                           (8)      medical or dental facilities, including
                                    professional offices, treatment facilities,
                                    dispensaries or laboratories;

                           (9)      federal, state or local government offices;

                           (10)     so-called boiler room operations;

                           (11)     retail stock brokerage offices;

                           (12)     religious organizations making facilities
                                    available to congregations for uses other
                                    than business purposes; and

                           (13)     furnished/shared executive office suite use.

                  xv.      The proposed assignee or sublessee shall not be
                           entitled, directly or indirectly, to diplomatic or
                           sovereign immunity and shall be subject to the
                           service of process in, and the jurisdiction of, the
                           state courts of New Jersey.

                  xvi.     Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR
                           ($500.00) payment to cover its handling charges for
                           each request for consent to any sublet or assignment
                           prior to its consideration of the same. Lessee
                           acknowledges that its sole remedy with respect to any
                           assertion that Lessor's failure to consent to any
                           sublet or assignment is unreasonable shall be the
                           remedy of specific performance and Lessee shall have
                           no other claim or cause of action against Lessor as a
                           result of Lessor's actions in refusing to consent
                           thereto, plus reasonable attorney's fees if Lessee
                           prevails. Lessee's waiver as to no other claims or
                           causes of action as a result of Lessor's actions in
                           refusing to consent hereunder shall not apply if it
                           is judicially determined that Lessor acted in bad
                           faith or maliciously with respect to its refusal to
                           consent hereunder. The parties agree that the
                           question of Lessor's reasonableness in refusing to
                           consent hereunder may be submitted to expedited
                           arbitration in accordance with the rules of the
                           office of the American Arbitration Association (or
                           any successor) nearest the Building. Upon Lessee's
                           request, Lessor shall specify the reasons for
                           Lessor's denial of its consent to a specific
                           subletting or assignment.

         c.       If Lessee is a corporation other than a corporation whose
                  stock is listed and traded on a nationally recognized stock
                  exchange, the provisions of sub-section a. hereof shall apply
                  to a transfer (however accomplished, whether in a single
                  transaction or in a series of related or unrelated
                  transactions) of stock (or any other mechanism such as, by way
                  of example, the issuance of additional stock, a stock voting
                  agreement or change in class(es) of stock) which results in a
                  change of "control" (as hereinafter defined) of Lessee as if
                  such transfer of stock (or other mechanism) which results in a
                  change of control of Lessee were an assignment of this Lease,
                  and if Lessee is a partnership or joint venture, said
                  provisions shall apply with respect to a transfer (by one or
                  more transfers) of an interest in the distributions of profits
                  and losses of such partnership or joint venture (or other
                  mechanism, such as, by way of example, the creation of
                  additional general partnership or limited partnership
                  interests) which results in a change of control of such a
                  partnership or joint venture, as if such transfer of an
                  interest in the distributions of profits and losses of such
                  partnership or joint venture which results in a change of
                  control of such partnership or joint venture were an
                  assignment of this Lease The provisions of sub-sections a. and
                  b. hereofshall not apply to transactions entered into by
                  Lessee with: (i) a Lessee Affiliate (as hereinafter defined);
                  or (ii) a corporation into or with which Lessee is merged or
                  consolidated, or with an entity to which all or substantially
                  all of Lessee's assets are transferred or to any sale of all
                  or substantially all of Lessee's stock, provided (a) Lessee is
                  not then in monetary or material non-monetary default under
                  this Lease, after the expiration of applicable notice and cure
                  periods, (b) in the case of clause (ii) above, such merger,
                  consolidation or transfer of assets is for a good business
                  purpose and not principally for the purpose of transferring
                  the leasehold estate created hereby, and (c) except if Lessee
                  is "publicly traded", in the case of clause (ii) above, the
                  assignee or successor entity has a net worth as evidenced by
                  financial statements delivered to Lessor and certified by an
                  independent certified public accountant in accordance with
                  generally accepted accounting practices consistently applied
                  ("Net Worth") after such merger, consolidation or acquisition
                  and assumption equal to or greater than the Net

                                       10
<PAGE>

                  Worth of Lessee on the date hereof Lessee shall deliver to
                  Lessor proof reasonably satisfactory as to Lessee's Net Worth
                  within ten (10) days prior to the effective date of the
                  transaction. In determining the Net Worth of the successor
                  "Lessee" entity for purposes of this Section, Lessee may, at
                  its option, include the Net Worth of any surviving predecessor
                  Lessee continuing to have liability on or under this Lease
                  and/or any guarantor of Lessee's obligations under this Lease.
                  A "Lessee Affiliate" or "Affiliate of Lessee" means a
                  corporation or other entity controlled by, controlling or
                  under common control with Lessee. As used in this Lease, the
                  terms "control", "controlled by" or "under common control
                  with" shall mean ownership of (x) more than fifty percent
                  (50%) of the outstanding voting stock of a corporation (or
                  other majority equity and control interest if not a
                  corporation), and (y) the possession of power to direct or
                  cause the direction of the management and policy of such
                  corporation or other entity, whether through the ownership of
                  voting securities, by statute, according to the provisions of
                  a contract. Lessee may sublet all or any portion of the
                  Premises or assign this Lease to an Affiliate of Lessee
                  without Lessor's consent or recapture rights, provided that
                  Lessee shall continue to be liable under this Lease, and in
                  which event the provisions of sub-sections a. and b. hereof
                  shall not apply with respect thereto.

                  Notwithstanding anything contained herein, Lessee shall have
                  the right, without being required to obtain the consent of
                  Lessor (and without complying with the provisons of
                  sub-sections a. and b. hereof), to permit portions of the
                  Demised Premises to be used under so called "desk sharing"
                  arrangements by persons or entities which are an Affiliate of
                  Lessee (any such person or entity, a "User"), and which User
                  shall only use desk space in the Premises for the purposes
                  permitted by this Lease, and subject to and in compliance with
                  the following terms and conditions:

                  (1)      a User shall have no rights under this Lease and
                           Lessor shall have no liability or obligation to any
                           User under this Lease or for any reason whatsoever in
                           connection with the use or occupancy of the Premises;

                  (2)      no separate entrances to the Premises from public
                           areas shall be constructed to access the space used
                           by any User;

                  (3)      Lessee shall give written notice to Lessor prior to
                           the occupancy of any User;

                  (4)      any breach or violation of this Lease by a User shall
                           be deemed to be and shall constitute a default by
                           Lessee under this Lease, and any act or omission of a
                           User shall be deemed to be and shall constitute the
                           act or omission of Lessee under this Lease;

                  (5)      the right of a User to occupy a portion of the
                           Premises shall not be deemed to be an assignment of,
                           or sublease under, this Lease and any occupancy of
                           the Premises shall automatically terminate upon
                           expiration or earlier termination of this Lease;

                  (6)      Lessee hereby indemnifies and holds harmless Lessor,
                           any lessor and any mortgagee against loss, claim or
                           damage (excluding consequential) arising from the
                           acts or omission of any User; and

                  (7)      no User shall be entitled, directly or indirectly, to
                           diplomatic or sovereign immunity and each User shall
                           be subject to the service of process at and the
                           jurisdiction of the courts of, the State of New
                           Jersey.

                  The provisions herein restricting transfers of Lessee's stock
                  shall not apply to any stock transfers among the existing
                  shareholders of Lessee or their immediate family members by
                  reason of estate planning, inheritance or otherwise, provided
                  that the Net Worth of Lessee shall remain unchanged as a
                  result of such transfer(s).

         d.       In the event that any or all of Lessee's interest in the
                  Premises and/or this Lease is transferred by operation of law
                  to any trustee, receiver, or other representative or agent of
                  Lessee, or to Lessee as a debtor in possession, and
                  subsequently any or all of Lessee's interest in the Premises
                  and/or this Lease is offered or to be offered by Lessee or any
                  trustee, receiver, or other representative or agent of Lessee
                  as to its estate or property (such person, firm or entity, the
                  "Grantor"), for assignment, conveyance, lease, or other
                  disposition to a person, firm or entity other than Lessor
                  (each such transaction, a "Disposition"), it is agreed that
                  Lessor has and shall have a right of first refusal to
                  purchase, take, or otherwise acquire, the same upon the same
                  terms and conditions as Grantor thereof shall accept upon such
                  Disposition to such

                                       11
<PAGE>

                  other person, firm, or entity, and as to each such
                  Disposition, Grantor shall give written notice to Lessor in
                  reasonable detail of all of the terms and conditions of such
                  Disposition within twenty (20) days next following its
                  determination to accept the same but prior to accepting the
                  same, and Grantor shall not make the Disposition until and
                  unless Lessor has failed or refused to accept such right of
                  first refusal as to the Disposition, as set forth herein.

                  Lessor shall have thirty (30) days next following its receipt
                  of the written notice as to such Disposition in which to
                  exercise the option to acquire Lessee's interest by such
                  Disposition, and the exercise of the option by Lessor shall be
                  effected by notice to that effect sent to the Grantor; but
                  nothing herein shall require Lessor to accept a particular
                  Disposition or any Disposition, nor does the rejection of any
                  one such offer of first refusal constitute a waiver or release
                  of the obligation of the Grantor to submit other offers
                  hereunder to Lessor. In the event Lessor accepts such offer of
                  first refusal, the transaction shall be consummated pursuant
                  to the terms and conditions of the Disposition described in
                  the notice to Lessor. In the event Lessor rejects such offer
                  of first refusal, Grantor may consummate the Disposition with
                  such other person, firm, or entity, but any decrease in price
                  of more than five percent (5%) of the price sought from Lessor
                  or any change in the terms of payment for such Disposition
                  shall constitute a new transaction requiring a further option
                  of first refusal to be given to Lessor hereunder.

         e.       Without limiting any of the provisions of Articles 12 and 13,
                  if pursuant to the Federal Bankruptcy Code (the "Code"), or
                  any similar law hereafter enacted having the same general
                  purpose, Lessee is permitted to assign this Lease
                  notwithstanding the restrictions contained in this Lease,
                  adequate assurance of future performance by an assignee
                  expressly permitted under such Code shall be deemed to mean
                  the deposit of cash security in an amount equal to the sum of
                  one (1) year's Fixed Basic Rent plus an amount equal to the
                  Additional Rent for the calendar year preceding the year in
                  which such assignment is intended to become effective, which
                  deposit shall be held by Lessor for the balance of the Term,
                  as security for the full performance of all of Lessee's
                  obligations under this Lease, to be held and applied in the
                  manner specified for the Security Deposit in Article 16
                  hereof.

         f.       Except as specifically set forth herein, no portion of the
                  Premises or of Lessee's interest in this Lease may be acquired
                  by any other person or entity, whether by assignment,
                  mortgage, sublease, transfer, operation of law or act of
                  Lessee, nor shall Lessee pledge its interest in this Lease or
                  in any Security Deposit required hereunder.

9.       COMPLIANCE WITH RULES AND REGULATIONS:

         Lessee shall observe and comply with the rules and regulations
         hereinafter set forth in Exhibit B attached hereto and made a part
         hereof, and with such further reasonable rules and regulations as
         Lessor may prescribe, on written notice to Lessee, for the safety, care
         and cleanliness of the Building, and the comfort, quiet and convenience
         of other occupants of the Building. Lessor agrees to enforce each rule
         and regulation in a uniform and nondiscriminatory manner. Lessee shall
         not place a load upon any floor of the Premises exceeding the floor
         load per square foot area which it was designed to carry and which is
         allowed by law. Lessor reserves the right to reasonably prescribe the
         weight and position of all safes, business machines and mechanical
         equipment. Such installations shall be placed and maintained by Lessee,
         at Lessee's expense, in settings sufficient, in Lessor's reasonable
         judgment, to absorb and prevent vibration, noise and annoyance.
         Notwithstanding the foregoing, Lessor hereby consents to Lessee's
         installation of its "rolling files" in the Premises, provided that
         Lessee does not exceed the floor load of the Premises.

10.      DAMAGE TO BUILDING:

         If the Building is damaged by fire or any other cause to such extent
         the cost of restoration, as reasonably estimated by Lessor, will equal
         or exceed twenty-five (25%) percent of the replacement value of the
         Building (exclusive of foundations) just prior to the occurrence of the
         damage, then Lessor may, no later than the sixtieth (60th) day
         following the date of damage, give Lessee a notice of election to
         terminate this Lease (provided that Lessor shall

                                       12
<PAGE>

         not discriminate against Lessee in its decision to terminate this
         Lease), or if the cost of restoration will equal or exceed fifty
         percent (50%) of such replacement value and if the Premises shall not
         be reasonably usable for the purpose for which they are leased
         hereunder, or if restoration of the damage, including, but not limited
         to, restoration of the Office Building Area such that Lessee shall have
         the parking spaces provided in Paragraph 14 of the Preamble to this
         Lease, will require more than twelve (12) months to complete or if such
         damage is not fully repaired and reasonable access to the Premises
         restored within twelve (12) months from the date of damage, then, in
         any such event Lessee may, no later than the sixtieth (60th) day
         following the date of damage or following the end of said twelve (12)
         month period, give Lessor a notice of election to terminate this Lease.
         In either said event of election, this Lease shall be deemed to
         terminate on the thirtieth (30th) day after the giving of said notice,
         and Lessee shall surrender possession of the Premises within a
         reasonable time thereafter, and the Fixed Basic Rent and any Additional
         Rent, shall be apportioned as of the date of said surrender, and any
         Fixed Basic Rent or Additional Rent paid for any period beyond said
         date shall be repaid to Lessee (such obligation to survive the
         termination of this Lease). If the cost of restoration shall not
         entitle Lessor to terminate this Lease, or if, despite the cost, Lessor
         does not elect to terminate this Lease, Lessor shall restore the
         Building and the Premises with reasonable promptness and Lessee shall
         have no right to terminate this Lease, except as set forth above. The
         time period set forth above for completion of the restoration shall be
         extended for a period not to exceed ninety (90) days for Force Majeure
         (as hereinafter defined). Lessor need not restore fixtures and
         improvements owned by Lessee. Notwithstanding anything to the contrary
         contained herein, if more than twenty-five percent (25%) of the
         Premises shall be rendered untenantable for the normal conduct of
         Lessee's business as a result of a fire or casualty during the last
         twelve (12) months of the Term, then the terms and conditions of this
         Article 10 shall continue to control and be binding upon Lessor and
         Lessee except that: (i) Lessee shall have the right to terminate this
         Lease by giving notice to Lessor in accordance with this Article 10 if
         Lessor's estimated time of restoration provides that the substantial
         completion of the repairs of the Premises which are Lessor's
         responsibility will take longer than one hundred twenty (120) days from
         the date of the casualty; and (ii) the time period during which Lessor
         shall substantially complete the restoration shall be the later of (x)
         the date specified in Lessor's estimate and (y) one hundred twenty
         (120) days after the date of such casualty, as either such date may be
         extended for a period not to exceed thirty (30) days for Force Majeure.

         In any case in which use of the Premises is affected by any damage to
         the Building, there shall be either an abatement or an equitable
         reduction in Fixed Basic Rent and Additional Rent, and an equitable
         adjustment in the Base Period Costs as established in the Preamble,
         depending on the period for which and the extent to which the Premises
         are not reasonably usable for the purpose for which they are leased
         hereunder. The words "restoration" and "restore" as used in this
         Article 10 shall include repairs. If the damage results from the gross
         negligence or willful misconduct of Lessee, Lessee's agents, servants,
         visitors or licensees, Lessee shall not be entitled to any abatement or
         reduction in Fixed Basic Rent, except to the extent of any rent
         insurance received by Lessor. In the event of a fire or other casualty
         and the Premises are rendered untenantable, Lessor shall use
         commercially reasonable efforts to provide Lessee with temporary space
         in a building owned by Lessor or an affiliate of Lessor upon terms and
         conditions mutually satisfactory to Lessor and Lessee.

11.      EMINENT DOMAIN:

         If Lessee's use of the Premises is materially affected due to the
         taking by eminent domain of: (a) the Premises or any part thereof or
         any estate therein; or (b) any other part of the Building, or Office
         Building Area (including the parking area), then, in either event, this
         Lease shall terminate on the date when title vests pursuant to such
         taking. The Fixed Basic Rent and any Additional Rent, shall be
         apportioned as of said termination date and any Fixed Basic Rent or
         Additional Rent paid for any period beyond said date, shall be repaid
         to Lessee (such obligation to survive the termination of this Lease).
         Lessee shall not be entitled to any part of the award for such taking
         or any payment in lieu thereof, but Lessee may file a separate claim
         for any taking of fixtures and improvements owned by Lessee which have
         not become Lessor's property, and for moving expenses, provided the
         same shall, in no way, affect or diminish Lessor's award. In the event
         of a partial taking which does not effect a termination of this Lease
         but does deprive Lessee of the use of a portion of the Premises, there
         shall either be an abatement or an equitable reduction of the Fixed
         Basic Rent and Additional Rent, and an equitable reduction of the Base
         Period Costs as established in the Preamble depending on the period for
         which and the extent to

                                       13
<PAGE>

         which the Premises so taken are not reasonably usable for the purpose
         for which they are leased hereunder.

12.      INSOLVENCY OF LESSEE:

         Either: (a) the appointment of a receiver to take possession of all or
         substantially all of the assets of Lessee; or (b) a general assignment
         by Lessee for the benefit of creditors; or (c) any action taken or
         suffered by Lessee under any insolvency or bankruptcy act, shall
         constitute a default of this Lease by Lessee, and Lessor may terminate
         this Lease forthwith and upon notice of such termination Lessee's right
         to possession of the Premises shall cease, and Lessee shall then quit
         and surrender the Premises to Lessor but Lessee shall remain liable as
         hereinafter provided in Article 14 hereof.

13.      LESSOR'S REMEDIES ON DEFAULT:

         If Lessee defaults in the payment of Fixed Basic Rent, or any
         Additional Rent, or defaults in the performance of any of the other
         covenants and conditions hereof or permits the Premises to become
         deserted, abandoned or vacated, Lessor may give Lessee notice of such
         default, and if Lessee does not cure any Fixed Basic Rent or Additional
         Rent default within ten (10) days or other default within twenty (20)
         days after giving of such notice (or if such other default is of such
         nature that it cannot be completely cured within such period, if Lessee
         does not commence such curing within such twenty (20) days and
         thereafter proceed with reasonable diligence and in good faith to cure
         such default), then Lessor may terminate this Lease on not less than
         ten (10) days notice to Lessee, and on the date specified in said
         notice, Lessee's right to possession of the Premises shall cease but
         Lessee shall remain liable as hereinafter provided. If this Lease shall
         have been so terminated by Lessor pursuant to Articles 12 or 13 hereof,
         Lessor may at any time thereafter resume possession of the Premises by
         any lawful means and remove Lessee or other occupants and their
         effects. Lessee shall pay to Lessor, within thirty (30) days after
         demand, such actual out-of-pocket reasonable expenses as Lessor may
         incur, including, without limitation, court costs and reasonable
         attorney's fees and disbursements, in enforcing the performance of any
         obligation of Lessee under this Lease. Notwithstanding anything
         contained herein, Lessee's vacating, deserting or abandoning of the
         Premises shall not be deemed a default of this Lease, if Lessee submits
         to Lessor then current financial statements, certified by Lessee's
         chief financial officer or an independent certified public accountant,
         evidencing to Lessor's reasonable satisfaction, that Lessee has the
         financial resources to meet its obligations under this Lease.

14.      DEFICIENCY:

         In any case where Lessor has recovered possession of the Premises by
         reason of Lessee's default, Lessor may, at Lessor's option, occupy the
         Premises or cause the Premises to be redecorated, altered, divided,
         consolidated with other adjoining premises or otherwise changed or
         prepared for reletting, and may relet the Premises or any part thereof,
         as agent of Lessee or otherwise, for a term or terms to expire prior
         to, at the same time as or subsequent to, the original Expiration Date
         of this Lease, at Lessor's option and receive the rent therefor. Rent
         so received shall be applied first to the payment of such actual
         out-of-pocket reasonable expenses as Lessor may have incurred in
         connection with the recovery of possession, redecorating, altering,
         dividing, consolidating with other adjoining premises, or otherwise
         changing or preparing for reletting, and the reletting, including
         brokerage and reasonable attorney's fees, and then to the payment of
         damages in amounts equal to the Fixed Basic Rent and Additional Rent
         hereunder and to the reasonable costs and expenses of performance of
         the other covenants of Lessee as herein provided. Lessee agrees, in any
         such case, whether or not Lessor has relet, to pay to Lessor damages
         equal to the Fixed Basic Rent and Additional Rent from the date of such
         default to the date of expiration of the Term hereof and other sums
         herein agreed to be paid by Lessee, less the net proceeds of the
         reletting, if any, received by Lessor during the remainder of the
         unexpired Term hereof, as ascertained from time to time, and the same
         shall be payable by Lessee on the several rent days above specified.
         Lessee shall not be entitled to any surplus accruing as a result of any
         such reletting. In reletting the Premises as aforesaid, Lessor may
         grant rent concessions, and Lessee shall not be credited therewith. No
         such reletting shall constitute a surrender and acceptance or be deemed
         evidence thereof. If Lessor elects, pursuant hereto, actually to occupy
         and use the Premises or any part thereof during any part of the balance
         of the Term as originally fixed or

                                       14
<PAGE>

         since extended, there shall be allowed against Lessee's obligation for
         rent or damages as herein defined, during the period of Lessor's
         occupancy, the reasonable value of such occupancy, not to exceed, in
         any event, the Fixed Basic Rent and Additional Rent herein reserved,
         and such occupancy shall not be construed as a release of Lessee's
         liability hereunder.

         Alternatively, in any case where Lessor has recovered possession of the
         Premises by reason of Lessee's default, Lessor may at Lessor's option,
         and at any time thereafter, and without notice or other action by
         Lessor, and without prejudice to any other rights or remedies it might
         have hereunder or at law or equity, become entitled to recover from
         Lessee, as damages for such breach, in addition to such other sums
         herein agreed to be paid by Lessee, to the date of re-entry, expiration
         and/or dispossess, an amount equal to the difference between the Fixed
         Basic Rent and Additional Rent reserved in this Lease from the date of
         such default to the date of expiration of the original Term hereof and
         the then fair and reasonable rental value of the Premises for the same
         period. Said damages shall become due and payable to Lessor upon such
         recovery of possession of the Premises by Lessor and without regard to
         whether this Lease be terminated or not, and if this Lease be
         terminated, without regard to the manner in which it is terminated. In
         the computation of such damages, the difference between an installment
         of Fixed Basic Rent and Additional Rent thereafter becoming due and the
         fair and reasonable rental value of the Premises for the period for
         which such installment was payable, shall be discounted to the date of
         such default at the rate of six percent (6%) per annum.

         Lessee hereby waives all right of redemption to which Lessee or any
         person under Lessee might be entitled by any law now or hereafter in
         force. In addition, in the event of a default which results in Lessor
         recovering possession of the Premises, Lessor shall be under a duty
         only to make reasonable efforts to relet the Premises to the extent
         Lessor does not have other space available for lease in the Building to
         mitigate Lessee's damages as provided for in this Article.

         Lessor's remedies hereunder are in addition to any remedy allowed by
         law.

15.      SUBORDINATION OF LEASE:

         This Lease shall, at Lessor's option, or at the option of any holder of
         any underlying lease or holder of any mortgages or trust deed, be
         subject and subordinate to any such underlying leases and to any such
         mortgages or trust deed which may now or hereafter affect the real
         property of which the Premises form a part, and also to all renewals,
         modifications, consolidations and replacements of said underlying
         leases and said mortgages or trust deed, provided that Lessor shall use
         commercially reasonable efforts to obtain a non-disturbance agreement
         from the holder of any such underlying lease, mortgage or trust deed.
         Any reasonable expenses charged by the mortgagee in connection with the
         obtaining of the aforesaid agreement shall be paid by Lessee. Although
         no instrument or act on the part of Lessee shall be necessary to
         effectuate such subordination, Lessee will, nevertheless, execute and
         deliver such further instruments confirming such subordination of this
         Lease as may be reasonably desired by the holders of said mortgages or
         trust deed or by any of the lessor's under such underlying leases. If
         any underlying lease to which this Lease is subject terminates, Lessee
         shall, on timely request, attorn to the owner of the reversion.

         Lessor represents that there currently is no mortgage encumbering the
         Building.

16.      SECURITY DEPOSIT:

         Lessee shall deposit with Lessor on the signing of this Lease, the
         Security Deposit as defined in the Preamble for the full and faithful
         performance of Lessee's obligations under this Lease, including,
         without limitation, the surrender of possession of the Premises to
         Lessor as herein provided. If Lessor applies any part of said Security
         Deposit to cure any default of Lessee, after the expiration of
         applicable notice and cure periods, Lessee shall within five (5)
         business days after written demand by Lessor, deposit with Lessor the
         amount so applied so that Lessor shall have the full Security Deposit
         on hand at all times during the Term of this Lease. In the event a bona
         fide sale, subject to this Lease, Lessor shall have the right to
         transfer the Security Deposit to the vendee, and Lessor shall be
         considered released by Lessee

                                       15
<PAGE>

         from all liability for the return of the Security Deposit, provided
         that the vendee receives the Security Deposit from Lessor, and Lessee
         agrees to look solely to the new lessor for the return of the Security
         Deposit, and it is agreed that this shall apply to every transfer or
         assignment made of the Security Deposit to the new lessor. Provided
         Lessee is not in default under this Lease, after the expiration of
         applicable notice and cure periods, the Security Deposit (less any
         portions thereof used, applied or retained by Lessor in accordance with
         the provisions of this Article 16), shall be returned to Lessee within
         thirty (30) days after the expiration or sooner termination of this
         Lease and after delivery of the entire Premises to Lessor in accordance
         with the provisions of this Lease. Lessee covenants that it will not
         assign or encumber or attempt to assign or encumber the Security
         Deposit and Lessor shall not be bound by any such assignment,
         encumbrance or attempt thereof.

         In the event of the insolvency of Lessee, or in the event of the entry
         of a judgement in any court against Lessee which is not discharged
         within ninety (90) days after entry, or in the event a petition is
         filed by or against Lessee under any chapter of the bankruptcy laws of
         the State of New Jersey or the United States of America, then in such
         event, Lessor may require Lessee to deposit additional security in an
         amount which in Lessor's sole judgement would be sufficient to
         adequately assure Lessee's performance of all of its obligations under
         this Lease including all payments subsequently accruing. Failure of
         Lessee to deposit the security required by this Article 16 within ten
         (10) days after Lessor's written demand shall constitute a material
         breach of this Lease by Lessee.

17.      RIGHT TO CURE LESSEE'S BREACH:

         If Lessee breaches any covenant or condition of this Lease, Lessor may,
         after the expiration of applicable notice and cure periods (except that
         no notice need be given in case of emergency), cure such breach at the
         expense of Lessee and the actual out-of-pocket reasonable amount of all
         expenses, including reasonable attorney's fees, incurred by Lessor in
         so doing (whether paid by Lessor or not) shall be deemed Additional
         Rent payable within thirty (30) days after written demand from Lessor,
         together with supporting documentation.

18.      CONSTRUCTION LIENS:

         Lessee shall, within thirty (30) days after notice from Lessor,
         discharge or satisfy by payment, bonding or otherwise, any construction
         liens for materials or labor claimed to have been furnished to the
         Premises on Lessee's behalf (excluding The Work (as hereinafter
         defined)).

19.      RIGHT TO INSPECT AND REPAIR:

         Lessor may enter the Premises but shall not be obligated to do so
         (except as required by any specific provision of this Lease) at any
         reasonable time on reasonable notice to Lessee (except that no notice
         need be given in case of emergency) for the purpose of inspection or
         the making of such repairs, replacement or additions in, to, on and
         about the Premises or the Building, as Lessor deems reasonably
         necessary or desirable. Except in case of emergency, Lessor shall be
         accompanied by a representative of Lessee when entering the Premises,
         provided that Lessee shall make such representative available to
         Lessor, upon reasonable notice (which notice may be oral) to Lessee.
         Except in the case of an emergency, upon Lessee's request and prior to
         Lessor's entry into the Premises, Lessor shall execute a
         confidentiality agreement in the form attached hereto and made a part
         hereof as Exhibit J. Lessor shall endeavor to cause its agents or
         contractors to execute such confidentiality agreement prior to entry
         into the Premises; provided, however, Lessor shall have no liability
         for its failure to obtain same and such agents and contractors shall
         nevertheless have access to the Premises, subject to the provisions
         hereof. Provided that Lessor uses diligence, temporarily partitions any
         work area, repairs any damage to the Premises and makes reasonable
         efforts to minimize interference with Lessee's quiet enjoyment of the
         Premises in the first instance, and provided any additions or
         replacements are permanently boxed in and do no reduce the square
         footage of the Premises except to a de minimis extent, Lessee shall
         have no claims or cause of action against Lessor by reason thereof. In
         no event shall Lessee have any claim against Lessor for interruption of
         Lessee's business, however occurring,

                                       16
<PAGE>

         including, but not limited to, that arising from the negligence of
         Lessor, its agents, servants or invitees, or from defects, errors or
         omissions in the construction or design of the Premises and/or the
         Building, including the structural and non-structural portions thereof.

20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:

         Subject to intervening laws, ordinances, regulations and executive
         orders, Lessor agrees to furnish, except on holidays, as set forth on
         Exhibit E attached hereto and made a part hereof:

         a.       The cleaning services, as set forth on Exhibit D attached
                  hereto and made a part hereof, and subject to the conditions
                  therein stated. Except as set forth on Exhibit D, Lessee shall
                  pay the cost of all other cleaning services required by
                  Lessee.

         b.       Heating, ventilating and air conditioning ("HVAC") as
                  appropriate for the season, and as set forth on Exhibit C-1
                  attached hereto and made a part hereof, together with Common
                  Facilities' lighting and electric energy all during Building
                  Hours (as defined in the Preamble).

         c.       Cold and hot water for drinking, cleaning, lavatory and pantry
                  purposes.

         d.       Elevator service during Building Hours; provided, however,
                  that Lessor shall provide at least one (1) elevator
                  twenty-four (24) hours per day, seven (7) days per week,
                  except in the case of an emergency.

         e.       Restroom supplies and exterior window cleaning when reasonably
                  required.

         f.       Notwithstanding the requirements of Exhibit C-1 (as to HVAC)
                  or Exhibit D or any other provision of this Lease, Lessor
                  shall not be liable for failure to furnish any of the
                  aforesaid services when such failure is due to Force Majeure,
                  as hereinafter defined. Lessor shall not be liable, under any
                  circumstances, including, but not limited to, that arising
                  from the negligence of Lessor, its agents, servants or
                  invitees, or from defects, errors or omissions in the
                  construction or design of the Premises and/or the Building,
                  including the structural and non-structural portions thereof,
                  for loss of or injury to Lessee or to property, however
                  occurring, through or in connection with or incidental to the
                  furnishings of, or failure to furnish, any of the aforesaid
                  services or for any interruption to Lessee's business, however
                  occurring.

         g.       Lessor shall provide twenty-four (24) hours per day, seven (7)
                  days per week access to the Premises, except in the case of an
                  emergency.

         h.       Lessor shall clean the interior and exterior of the windows of
                  the Premises at least once per year.

21.      INTERRUPTION OF SERVICES OR USE:

         Interruption or curtailment of any service maintained in the Building
         or at the Office Building Area, if caused by Force Majeure, as
         hereinafter defined, shall not entitle Lessee to any claim against
         Lessor or to any abatement in rent, and shall not constitute a
         constructive or partial eviction, unless Lessor fails to take measures
         as may be reasonable under the circumstances to restore the service
         without undue delay. If the Premises are rendered untenantable in whole
         or in part, for a period of seven (7) consecutive business days, by the
         making of repairs, replacements or additions, other than those made
         with Lessee's consent or caused by misuse or neglect by Lessee, or
         Lessee's agents, servants, visitors or licensees, there shall be a
         proportionate abatement of rent from and after said seventh (7th)
         consecutive business day and continuing for the period of such
         untenantability. In no event, shall Lessee be entitled to claim a
         constructive eviction from the Premises unless Lessee shall first have
         notified Lessor in writing of the condition or conditions giving rise
         thereto, and, unless Lessor shall have failed, within a reasonable time
         after receipt of such notice, to remedy, or commence and proceed with
         due diligence to remedy such condition or conditions, all subject to
         Force Majeure as hereinafter defined.

                                       17
<PAGE>

22.      BUILDING STANDARD OFFICE ELECTRICAL SERVICE:

         The cost of electric current which is supplied by Lessor for use by
         Lessee in the Premises, other than for heating or air conditioning
         purposes, shall be reimbursed to Lessor at terms, classification and
         rates normally charged by the public utility corporation(s) serving
         that part of the municipality where the subject Premises are located.

         a.       From and after the Rent Commencement Date, Lessee agrees to
                  pay as Additional Rent, an estimated electrical charge of ten
                  cents ($.10) per square foot per month, payable on the first
                  (1st) day of each and every month, until such time as an
                  electrical survey can be performed pursuant to Section 22(b)
                  hereof.

         b.       Lessee agrees that an independent electrical engineering
                  consultant shall make a survey of electric power demand of the
                  electric lighting fixtures and the electric equipment of
                  Lessee used in the Premises to determine the average monthly
                  electric consumption thereof, and the actual out-of-pocket
                  reasonable costs of said survey shall be borne by Lessee.
                  Lessee's reimbursement for the cost of the survey shall not
                  exceed $500.00. The findings of said consultant as to the
                  average monthly electric consumption of Lessee shall, unless
                  objected to by Lessee within forty-five (45) days, be
                  conclusive and binding on Lessor and Lessee. After Lessor's
                  consultant has submitted its report, Lessee shall pay to
                  Lessor, within thirty (30) days after demand therefor by
                  Lessor, the amount (based on the monthly consumption found by
                  such consultant) as owing from the Rent Commencement Date, and
                  the then expired months, to include the then current month and
                  thereafter adjusted for the estimated electrical charges
                  already paid pursuant to Section 22(a) hereof, on the first
                  (1st) day of every month, in advance, the amount set forth as
                  the monthly consumption in said report. Said amounts shall be
                  treated as Additional Rent due hereunder. Proportionate sums
                  shall be payable for periods of less than a full month if the
                  Rent Commencement Date is on any day other than the first
                  (1st) day of the month. If Lessee objects to said findings,
                  Lessee shall nevertheless pay and continue to pay the amount
                  determined by Lessor's consultant until the issue is finally
                  resolved, but Lessee may, at its expense, seek the services of
                  an independent electrical consultant who shall make a survey
                  as provided above. If Lessor's and Lessee's consultant cannot
                  agree as to Lessee's consumption within thirty (30) days of
                  Lessee's consultant's findings either Lessor or Lessee may
                  request the American Arbitration Association (or successor
                  thereto) in Morris County, New Jersey to appoint an electrical
                  engineering consultant whose decision shall be final and
                  binding on Lessor and Lessee, and whose cost shall be shared
                  equally. Upon the issue being finally resolved, any
                  overpayment made by Lessee shall be promptly refunded by
                  Lessor (such obligation to survive the expiration of earlier
                  termination of this Lease).

         c.       In the event that there shall be an increase or decrease in
                  the rate schedule (including surcharges or demand
                  adjustments), of the public utility for the supply of Building
                  Standard Office Electrical Service, or the imposition of any
                  tax with respect to such service or increase in any such tax
                  following the Rent Commencement Date, the Additional Rent
                  payable hereunder shall be adjusted equitably to reflect the
                  increase or decrease in rate or imposition or increase in the
                  aforesaid tax. All computations shall be made on the basis of
                  Lessee's surveyed usage as if a meter exclusively measuring
                  such usage to the Premises was in place.

         d.       Lessee covenants that it shall notify Lessor promptly upon the
                  introduction of any office equipment or lighting materially
                  different from that on the Premises as of Lessor's electrical
                  survey or in addition to the aforesaid equipment or lighting
                  on the Premises as of said survey. The introduction of any new
                  or different equipment or lighting shall be cause for, at
                  Lessor's election, a resurveying of the Premises at Lessee's
                  expense. Lessor reserves the right to inspect the Premises to
                  insure compliance with this provision. Upon reasonable prior
                  notice to Lessee, Lessor shall use reasonable efforts to
                  minimize interference with Lessee's use of the Premises when
                  performing electrical surveys.

         e.       Lessor shall not be liable in any way to Lessee for any loss,
                  damage or expense which Lessee may sustain or incur as a
                  result of any failure, defect or change in the quantity

                                       18
<PAGE>

                  or character of electrical energy available for redistribution
                  to the Premises pursuant to this Article 22 nor for any
                  interruption in the supply, and Lessee agrees that such supply
                  may be interrupted for inspection, repairs and replacement and
                  in emergencies. In any event, the full measure of Lessor's
                  liability for any interruption in the supply due to Lessor's
                  acts or omissions shall be an abatement of Fixed Basic Rent
                  and Additional Rent, unless Lessor fails to take such measures
                  as may be reasonable under the circumstances to restore such
                  service without undue delay. In no event shall Lessor be
                  liable for any business interruption suffered by Lessee.

         f.       Lessor, at Lessee's expense, shall furnish and install all
                  replacement lighting tubes, lamps, ballasts and bulbs required
                  in the Premises. Lessee, however, shall have the right to
                  furnish and/or install any or all of the items mentioned in
                  this Section 22(f).

         g.       Lessee's use of electrical service as contemplated herein
                  shall be during Building Hours, and any use in excess of said
                  Building Hours shall result in an adjustment as set forth in
                  Section 22(a) hereof to reflect such additional consumption.

23.      ADDITIONAL RENT:

         It is expressly agreed that Lessee will pay in addition to the Fixed
         Basic Rent provided in Article 3 hereof, an Additional Rent to cover
         Lessee's Percentage as defined in the Preamble, of the increased cost
         to Lessor, for each of the categories enumerated herein, over the "Base
         Period Costs", as defined in the Preamble for said categories.

         a.       OPERATING COST ESCALATION -- If the Operating Costs incurred
                  for the Building in which the Premises are located and Office
                  Building Area for any Lease Year or Partial Lease Year during
                  the Term shall be greater than the Base Operating Costs
                  (adjusted proportionately for periods less than a Lease Year),
                  then Lessee shall pay to Lessor, as Additional Rent, Lessee's
                  Percentage of all such excess Operating Costs. Operating Costs
                  shall include, by way of illustration and not of limitation:
                  personal property taxes; management fees in an amount not to
                  exceed the management fees incurred by comparable owners of
                  comparable buildings in Morris County, New Jersey; labor,
                  including all wages and salaries for employees of Lessor at
                  the grade of Property Manager and below; social security
                  taxes, and other taxes which may be levied against Lessor upon
                  such wages and salaries; supplies; repairs and maintenance;
                  maintenance and service contracts; painting; wall and window
                  washing; laundry and towel service; tools and equipment (which
                  are not required to be capitalized for federal income tax
                  purposes); fire and other insurance excess of customary
                  insurance costs for comparable buildings by comparable owners
                  in Morris County, New Jersey; trash removal; lawn care; snow
                  removal and all other items properly constituting direct
                  operating costs according to standard accounting practices
                  (collectively, "Operating Costs"), but not including:
                  depreciation of Building or equipment; interest; income or
                  excess profits taxes; costs of maintaining the Lessor's
                  corporate existence; franchise taxes; ; any expenditures
                  required to be capitalized for federal income tax purposes,
                  unless said expenditures are for the purpose of reducing
                  Operating Costs within the Building and Office Building Area,
                  or those which under generally applied real estate practice
                  are expensed or regarded as deferred expenses or are required
                  under any governmental or quasi-governmental law, statute,
                  ordinance, rule, order, requirements or regulation hereafter
                  adopted, in which event the costs thereof shall be included to
                  the extent hereinafter provided. The Base Operating Costs
                  shall as be as defined in the Preamble.

                  Operating Costs shall not include: income, excess profits or
                  real estate taxes; any amounts paid to an affiliate,
                  subsidiary or parent company by Lessor to the extent that such
                  amounts exceed amounts that would be payable to an unrelated
                  person for similar services or materials; depreciation of the
                  Building and/or equipment; costs attributable to another
                  property of Lessor; ground rents; principal or interest
                  payments on or costs of refinancing any present or future
                  mortgage; costs incurred with any sale or other transfer of
                  Lessor's interest; costs of maintaining Lessor's corporate
                  existence and franchise taxes; brokerage commissions and fees;
                  attorney's fees and disbursements; advertising and promotion
                  costs; rent concessions; work allowances and letters and other
                  similar costs incurred in leasing, renovating,

                                       19
<PAGE>

                  redecorating, repairing, altering, painting or otherwise
                  improving rentable space in the Building for occupancy by
                  other lessees or in procuring lessees for or relocating
                  lessees to such space; costs of furnishing overtime or extra
                  services or providing other benefits to other lessees which
                  are not available to Lessee or which Lessor is entitled to be
                  reimbursed by other lessees; costs of enforcing and damages
                  payable due to violations by Lessor of leases to other
                  lessees; rent losses and reserves for rent losses; losses or
                  liabilities resulting directly from gross negligence or
                  willful misconduct by Lessor or its agents, contractors,
                  employees or other lessees; fines, penalties, interest and
                  other costs resulting directly from violations by Lessor or
                  its agents, contractors, employees or other lessees; and
                  repairs or rebuilding necessitated by eminent domain or
                  condemnation, or for which Lessor is reimbursed by insurance
                  or other lessees.

                  If any repair, replacement or improvement within the
                  definition of Operating Costs is capitalized under generally
                  accepted accounting principles, then (A) the cost of any such
                  repair, replacement or improvement shall only be included in
                  Operating Costs if such repair, replacement or improvement (i)
                  is necessary to comply with any governmental or
                  quasi-governmental law, statute, ordinance, rule, order,
                  requirements or regulation, which is enacted or promulgated
                  after the date hereof, (ii) is reasonably intended to reduce
                  Operating Costs, or (iii) constitutes a replacement which in
                  Lessor's reasonable judgment is economically prudent to make
                  in lieu of repairs, (B) the cost thereof shall be amortized on
                  a straight-line basis over the useful life of such repair and
                  (C) there shall be included in Operating Costs in each Lease
                  Year such portion of the amortization period which occurs
                  during the Term; provided, however, that all amounts thereof
                  included in Operating Costs in any Lease Year subsequent to
                  the year paid shall have added thereto interest (at the rate
                  equal to two (2) percentage points in excess of the prime rate
                  as established by Chase Manhattan Bank, or its successor) from
                  the date Lessor incurred such cost.

         b.       FUEL, UTILITIES AND ELECTRIC COST ESCALATION (hereinafter
                  referred to as "Utility and Energy Costs") -- If the Utility
                  and Energy Costs, including any fuel surcharges or adjustments
                  with respect thereto, incurred for water, sewer, gas,
                  electric, other utilities and heating, ventilating and air
                  conditioning for the Building, to include all leased and
                  leasable areas (not separately billed or metered within the
                  Building) and Common Facilities electric, lighting, water,
                  sewer and other utilities for the Building and Office Building
                  Area, for any Lease Year or Partial Lease Year, during the
                  Term, shall be greater than the Utility and Energy Costs
                  Expense Stop (adjusted proportionately for periods less than a
                  Lease Year), then Lessee shall pay to Lessor as Additional
                  Rent, Lessee's Percentage of all such excess Utility and
                  Energy Costs. As used in this Article 23, the Utility and
                  Energy CostsExpense Stop shall be as defined in the Preamble.

         c.       TAX ESCALATION -- If the Real Estate Taxes for the Building
                  and Office Building Area at which the Premises are located for
                  any Lease Year or Partial Lease Year, during the Term, shall
                  be greater than the Base Real Estate Taxes (adjusted
                  proportionately for periods less than a Lease Year), then
                  Lessee shall pay to Lessor as Additional Rent, Lessee's
                  Percentage as hereinafter defined, of all such excess Real
                  Estate Taxes.

                  As used in this Section 23(c), the words and terms which
                  follow mean and include the following:

                  i.       "Base Real Estate Taxes" shall be as defined in the
                  Preamble.

                  ii.      "Real Estate Taxes" shall mean the property taxes and
                  assessments imposed upon the Building and Office Building
                  Area, including, but not limited to, real estate, city,
                  county, village, school and transit taxes, or taxes,
                  assessments, or charges levied, imposed or assessed against
                  the Building and Office Building Area by any other taxing
                  authority, whether general or specific, ordinary or
                  extraordinary, foreseen or unforeseen. Real Estate Taxes shall
                  be determined as if the Building were the sole asset of
                  Lessor, and assessments payable in installments shall be
                  included in Real Estate Taxes for a Lease Year only to the
                  extent of the installments payable during

                                       20
<PAGE>

                  that Lease Year. If due to a future change in the method of
                  taxation, any franchise, income or profit tax shall be levied
                  against Lessor in substitution for, or in lieu of, or in
                  addition to, any tax which would otherwise constitute a Real
                  Estate Tax, such franchise, income or profit tax shall be
                  deemed to be a Real Estate Tax for the purposes hereof;
                  conversely, any additional real estate tax hereafter imposed
                  in substitution for, or in lieu of, any rent, franchise,
                  income or profit tax (which is not in substitution for, or in
                  lieu of, or in addition to, a Real Estate Tax as hereinbefore
                  provided) shall not be deemed a Real Estate Tax for the
                  purposes hereof. Real Estate Taxes shall not include
                  inheritance, estate, gift, succession, excise, unincorporated
                  business, capital stock, transfer, gains or profit taxes
                  (except as set forth above). Late charges, interest (except
                  interest payable with respect to Real Estate Taxes payable in
                  installments) or penalties shall not be included in Real
                  Estate Taxes.

                  Lessor represents that there are currently no special
                  assessments or abatements or exemptions affecting the Building
                  or Office Building Area.

         d.       INSURANCE COST ESCALATION - If the Insurance Costs for the
                  Building and Office Building Area for any Lease Year or
                  partial Lease Year during the Term shall be greater than the
                  Insurance Cost Expense Stop (adjusted proportionately for
                  periods less than a Lease Year), Lessee shall pay to Lessor as
                  Additional Rent for each Lease Year or partial Lease Year
                  commencing from and after the Commencement Date, Lessee's
                  Percentage of such excess Insurance Costs.

                  As used in this Section 23(d), the words and terms which
                  follow mean and include the following:

                  i.       "Insurance Cost Expense Stop" shall be as defined in
                           the Preamble.

                  ii.      "Insurance Costs" shall mean all fire and other
                           insurance costs incurred by Lessor in connection with
                           its operation and maintenance of the Building and
                           Office Building Area, for any Lease Year or Partial
                           Lease Year, during the Term.

         e.       LEASE YEAR -- As used in this Article 23, Lease Year shall
                  mean a calendar year. Any portion of the Term which is less
                  than a Lease Year as hereinbefore defined, that is, from the
                  Commencement Date through the following December 31, and from
                  the last January 1, falling within the Term to the end of the
                  Term, shall be deemed a "Partial Lease Year". Any reference in
                  this Lease to a Lease Year shall, unless the context clearly
                  indicates otherwise, be deemed to be a reference to a Partial
                  Lease Year if the period in question involves a Partial Lease
                  Year.

         f.       PAYMENT -- At any time, and from time to time, after the
                  establishment of the Base Period Costs for each of the
                  categories referred to above, Lessor shall advise Lessee in
                  writing of Lessee's Percentage share with respect to each of
                  the categories as estimated for the next twelve (12) month
                  period (or proportionate part thereof if the last period prior
                  to the Lease's expiration is less than twelve (12) months) as
                  then known to Lessor, and thereafter, Lessee shall pay as
                  Additional Rent, Lessee's Percentage share of these costs for
                  the then current period affected by such advice (as the same
                  may be periodically revised by Lessor (but no more often than
                  four (4) times per year) as additional costs are incurred) in
                  equal monthly installments, such new rates being applied to
                  any months, for which the Fixed Basic Rent shall have already
                  been paid which are affected by the Operating Cost Escalation
                  and/or Utility and Energy Cost Escalation and/or Tax
                  Escalation Costs, as well as the unexpired months of the
                  current period, the adjustment for the then expired months to
                  be made at the payment of the next succeeding monthly rental,
                  all subject to final adjustment at the expiration of each
                  Lease Year as defined in Section 23(d) (or Partial Lease Year
                  if the last period prior to the Lease's termination is less
                  than twelve (12) months). However, Lessor shall be reimbursed
                  by Lessee monthly during the first year of the Term for
                  additional Utility and Energy Cost Escalations resulting from
                  an increase in the monthly rate over the Base Utility Rate.
                  For the purposes of this Lease, the Base Utility Rate shall
                  mean the utility rates currently charged by the public utility
                  serving that part of the municipality where the Building is
                  located and applicable utility providers.

                                       21
<PAGE>

                  In the event the last period prior to the Lease's termination
                  is less than twelve (12) months, the Base Period Costs during
                  said period shall be proportionately reduced to correspond to
                  the duration of said final period.

         g.       BOOKS AND REPORTS -- For the protection of Lessee, Lessor
                  shall maintain books of account which shall be open to Lessee
                  and its representatives at all reasonable times so that Lessee
                  can determine that such Operating, Utility and Energy and Real
                  Estate Tax Costs have, in fact, been paid or incurred.
                  Lessee's representatives shall mean only (i) Lessee's
                  employees or (ii) a Certified Public Accounting firm, and
                  neither Lessee's employees nor any Certified Public Accounting
                  firm shall be permitted to (1) perform such inspection and/or
                  audit on a contingency basis, or (2) perform such an
                  inspection and/or audit for any other lessee in the Building.
                  At Lessor's request, Lessee shall execute a confidentiality
                  agreement reasonably acceptable to Lessor prior to any
                  examination of Lessor's books and records. In the event Lessee
                  disputes any one or more of said charges, Lessee shall attempt
                  to resolve such dispute with Lessor, provided that if such
                  dispute shall not be satisfactorily settled between Lessor and
                  Lessee, the dispute shall be referred by either party to an
                  independent certified public accountant to be mutually agreed
                  upon, and if such an accountant cannot be agreed upon, The
                  American Arbitration Association (or successor thereto) may be
                  asked by either party to select an arbitrator, whose decision
                  of the dispute will be final and binding upon both parties,
                  who shall jointly share any cost of such arbitration. Pending
                  resolution of said dispute, Lessee shall pay to Lessor the sum
                  so billed by Lessor under protest and without prejudice
                  subject to its ultimate resolution as aforesaid. If, based
                  upon Lessee's inspection, it is determined (either by
                  agreement of the parties or by a final unappealable
                  arbitration award) that based upon Lessor's books and records
                  for Operating Costs for any Lease Year, the sums paid by
                  Lessee hereunder in such Lease Year exceeded Lessee's actual
                  Operating Costs for such Lease Year by more than six percent
                  (6%), then Lessor will reimburse Tenant for the reasonable
                  costs it incurred to outside, independent auditors to conduct
                  such inspection. Such reimbursement shall be made within
                  thirty (30) days after demand based upon reasonable
                  substantiation by Lessee of such costs. If Lessee is entitled
                  to a refund on account of any overpayment, then, at Lessor's
                  option, the overpayment shall be either refunded directly to
                  Lessee or applied against future payment(s) of Additional
                  Rent. Lessor's obligation to reimburse Lessee hereunder shall
                  survive the expiration or earlier termination of this Lease
                  for a period of six (6) months.

         h.       RIGHT OF REVIEW -- Once Lessor shall have finally determined
                  said Operating, Utility and Energy or Real Estate Tax Costs at
                  the expiration of a Lease Year, then as to the item so
                  established, Lessee shall only be entitled to dispute said
                  charge as finally established for a period of nine (9) months
                  after such charge is finally established, and Lessee
                  specifically waives any right to dispute any such charge at
                  the expiration of said nine (9) month period.

         i.       OCCUPANCY ADJUSTMENT -- If, with respect to Operating Cost
                  Escalation, as established in Section 23(a) hereof, and
                  Utility and Energy Cost Escalation, as established in Section
                  23(b) hereof, the Building is less than ninety-five percent
                  (95%) occupied during the establishment of the respective Base
                  Periods, then the Base Costs incurred with respect to said
                  Operating Cost or Utility and Energy Cost shall be adjusted
                  during any such period within the Base Period so as to reflect
                  ninety-five percent (95%) occupancy. Similarly, if during any
                  Lease Year or Partial Lease Year, subsequent to the Base
                  Period the Building is less than ninety-five percent (95%)
                  occupied, then the actual costs incurred for Operating Cost
                  and Utility and Energy Cost shall be increased during any such
                  period to reflect ninety-five percent (95%) occupancy so that
                  at all times after the Base Period the Operating Cost or
                  Utility and Energy Cost shall be actual costs, but in the
                  event less than ninety-five percent (95%) of the Building is
                  occupied during all or part of the Lease Year involved, the
                  Operating Cost or Utility and Energy Cost shall not be less
                  than that which would have been incurred had ninety-five
                  percent (95%) of the Building been occupied. The aforesaid
                  adjustment shall only be made with respect to those items that
                  are in fact affected by variations in occupancy levels.

                                       22
<PAGE>

24.      LESSEE'S ESTOPPEL:

         Lessee shall, from time to time, on not less that ten (10) business
         days prior written request by Lessor, execute, acknowledge and deliver
         to Lessor a written statement certifying that this Lease is unmodified
         and in full force and effect, or that this Lease is in full force and
         effect as modified and listing the instruments of modification; the
         dates to which the rents and charges have been paid; and, to the best
         of Lessee's knowledge, whether or not Lessor is in default hereunder,
         and if so, specifying the nature of the default. It is intended that
         any such statement delivered pursuant to this Article 24 may be relied
         on by a prospective purchaser of Lessor's interest or mortgagee of
         Lessor's interest or assignee of any mortgage of Lessor's interest.
         Lessee shall also execute and deliver the form "Lessee Estoppel
         Certificate" attached hereto and made a part hereof as Exhibit F. Upon
         Lessee's request, Lessor shall deliver an estoppel certificate to
         Lessee certifying the foregoing, mutatis mutandis.

25.      HOLDOVER TENANCY:

         If Lessee holds possession of the Premises after the Expiration Date of
         this Lease, Lessee shall: (i) become a lessee from month - to-month
         under the provisions herein provided, but at one hundred and fifty
         percent (150%) of the monthly Fixed Basic Rental, which was payable for
         the last month of the Term, plus the Additional Rent, for the first two
         (2) months of Lessee's holding over and two hundred percent (200%) of
         the monthly Fixed Basic Rent, which was payable for the last month of
         the Term, plus the Additional Rent, thereafter, which shall continue as
         provided in this Lease and which sum shall be payable in advance on the
         first (1st) day of each month, and without the requirement for demand
         or notice by Lessor to Lessee demanding delivery of possession of said
         Premises, and such tenancy shall continue until terminated by Lessor,
         or until Lessee shall have given to Lessor, at least thirty (30) days
         prior to the intended date of termination, a written notice of intent
         to terminate such tenancy, which termination date must be as of the end
         of a calendar month; and (ii) indemnify Lessor against loss or
         liability resulting from the delay by Lessee in so surrendering the
         Premises, including, without limitation, any claims made by any
         succeeding occupant founded on such delay, provided Lessor notifies
         Lessee thereof. Lessee's obligations under this Section shall survive
         the expiration or sooner termination of the Lease. The time limitations
         described in this Article 25 shall not be subject to extension for
         Force Majeure.

26.      RIGHT TO SHOW PREMISES:

         Lessor may show the Premises to prospective purchasers and mortgagees,
         and during the nine (9) months prior to termination of this Lease, to
         prospective lessees, during Building Hours on reasonable notice to
         Lessee. In connection with the foregoing, Lessor shall endeavor to
         minimize interference with Lessee's use of the Premises.

         Except in case of emergency, Lessor shall be accompanied by a
         representative of Lessee when entering the Premises, provided that
         Lessee shall make such representative available to Lessor, upon
         reasonable notice (which notice may be oral) to Lessee. Except in the
         case of an emergency, upon Lessee's request and prior to Lessor's entry
         into the Premises, Lessor shall execute a confidentiality agreement in
         the form attached hereto and made a part hereof as Exhibit J. Lessor
         shall endeavor to cause its agents or contractors to execute such
         confidentiality agreement prior to entry into the Premises; provided,
         however, Lessor shall have no liability for its failure to obtain same
         and such agents and contractors shall nevertheless have access to the
         Premises, subject to the provisions hereof.

27.      LESSOR'S WORK - LESSEE'S DRAWINGS:

         a.       Lessor agrees that, prior to the commencement of the Term of
                  this Lease, it will do all of the work in the Premises in
                  accordance with Exhibit C attached hereto and made a part
                  hereof.

         b.       Lessee will timely supply such drawings and information to
                  Lessor as set forth in Exhibit C. Any delay occasioned by
                  Lessee's failure to timely supply such drawings and
                  information shall not delay the Commencement Date of the Term
                  and Lessee's

                                       23
<PAGE>

                  obligations hereunder, and the same shall commence on the date
                  the Premises would have been delivered to Lessee pursuant to
                  Article 2 hereof, but for Lessee's delay.

         c.       Lease commencement shall occur and the Commencement Date is
                  defined as that date when Lessor has done substantially all of
                  the work to be done by Lessor in accordance with Exhibit C,
                  unless Lessor has been precluded from completing said work as
                  a result of Lessee's acts or omissions including, but not
                  limited to, its failure to comply with Section 27(b) hereof.
                  Occupancy by Lessee or the delivery of a Certificate of
                  Occupancy by Lessor (if required pursuant to local law) shall
                  be prima facie evidence that Lessor has done substantially all
                  of the work.

28.      WAIVER OF TRIAL BY JURY:

         To the extent such waiver is permitted by law, the parties waive trial
         by jury in any action or proceeding brought in connection with this
         Lease or the Premises.

29.      LATE CHARGE:

         Anything in this Lease to the contrary notwithstanding, at Lessor's
         option, Lessee shall pay a "Late Charge" of eight percent (8%) of any
         installment of Fixed Basic Rent or Additional Rent paid more than five
         (5) business days after the due date thereof, to cover the extra
         expense involved in handling delinquent payments, said Late Charge to
         be considered Additional Rent. The amount of the Late Charge to be paid
         by Lessee shall be reassessed and added to Lessee's obligations for
         each successive monthly period until paid. Notwithstanding anything in
         this Section to the contrary, Lessor shall waive a Late Charge one time
         during each Lease Year; provided, however, the installment of Fixed
         Basic Rent or Additional Rent so due is paid by the fifteenth (15th)
         day of the month. Payment received subsequent to the fifteenth (15th)
         of the month during these grace periods shall require a Late Charge to
         be reassessed and added to Lessee's obligations hereunder.

30.      LESSEE'S INSURANCE:

         a.       i        Lessee covenants to provide at Lessee's cost and
                  expense on or before the earlier of: (i) the Commencement
                  Date; or (ii) Lessee's taking actual possession for the
                  purpose of completing any improvement work, and to keep in
                  full force and effect during the entire Term and so long
                  thereafter as Lessee, or anyone claiming by, through or under
                  Lessee, shall occupy the Premises, insurance coverage as
                  follows:

                  ii.      Commercial General Liability insurance with
                           contractual liability endorsements with respect to
                           the Premises and the business of Lessee in which
                           Lessee shall be adequately covered under limits of
                           liability of not less than THREE MILLION AND 00/100
                           DOLLARS ($3,000,000.00) combined single limit per
                           occurrence for bodily or personal injury (including
                           death) and property damage. Such insurance may be
                           carried: (x) under a blanket policy covering the
                           Premises and other locations of Lessee, if any,
                           provided that each such policy shall in all respects
                           comply with this Article and shall specify that the
                           portion of the total coverage of such policy that is
                           allocated to the Premises is in the amounts required
                           pursuant to this Article 30; and (y) under a primary
                           liability policy of not less than ONE MILLION AND
                           00/100 DOLLARS ($1,000,000.00) and the balance under
                           an umbrella policy. Notwithstanding anything to the
                           contrary contained in this Lease, the carrying of
                           insurance by Lessee in compliance with this Article
                           30 shall not modify, reduce, limit or impair Lessee's
                           obligations and liability under Article 33 hereof.

                  iii.     Fire and Extended Coverage, Vandalism, Malicious
                           Mischief, Sprinkler Leakage and Special Extended
                           Coverage Insurance in an amount adequate to cover the
                           cost of replacement of all personal property,
                           decorations, trade fixtures, furnishings, equipment
                           in the Premises and all contents therein. Lessor
                           shall not be liable for any damage to such property
                           of Lessee by fire or other peril includable in the
                           coverage afforded by the standard form of fire

                                       24
<PAGE>

                           insurance policy with extended coverage endorsement
                           attached (whether or not such coverage is in effect),
                           no matter how caused, it being understood that the
                           Lessee will look solely to its insurer for
                           reimbursement. Lessee, at its option, may self-insure
                           for the coverages set forth in this subparagraph
                           (ii).

                  iiii.    Worker's Compensation Insurance in the minimum
                           statutory amount covering all persons employed by
                           Lessee.

                  iv.      Said limits shall be subject to periodic review and
                           Lessor reserves the right to increase said coverage
                           limits if, in the reasonable opinion of Lessor, said
                           coverage becomes inadequate and is less than that
                           commonly maintained by lessees in similar buildings
                           in the area by lessees making similar uses. On or
                           before the Commencement Date, and thereafter at
                           Lessor's request, Lessee shall provide Lessor
                           evidence of the insurance coverage required herein in
                           the form of an insurance binder (countersigned by the
                           insurer), or evidence of insurance (in form ACORD
                           25-S with respect to liability insurance) for each of
                           the insurance policies Lessee is required to carry in
                           compliance with its obligations under this Lease.

         b.       All of the aforesaid insurance shall: (i) name Lessor as an
                  additional insured; (ii) be written by one or more responsible
                  insurance companies licensed in the State of New Jersey
                  reasonably satisfactory to Lessor and in form reasonably
                  satisfactory to Lessor; (iii) contain endorsements
                  substantially as follows: "It is understood and agreed that
                  the insurer will give to Lessor, or any successor lessor, c/o
                  Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New
                  Jersey, twenty (20) days prior written notice of any material
                  change in or cancellation of this policy."; (iv) shall be
                  written on an "occurrence" basis and not on a "claims made"
                  basis.

         c.       Lessee shall be solely responsible for payment of premium and
                  Lessor (or its designee) shall not be required to pay any
                  premium for such insurance. Lessee shall deliver to Lessor at
                  least fifteen (15) days prior to the expiration of such
                  policy, a certificate; it being the intention of the parties
                  hereto that the insurance required under the terms hereof
                  shall be continuous during the entire Term of this Lease and
                  any other period of time during which pursuant to the Term
                  hereof, said insurance is required. Any insurance carried by
                  Lessee shall be in excess of and will not contribute with the
                  insurance carried by Lessor for injuries or damage arising out
                  of the Premises.

         d.       Lessee agrees, at its own cost and expense, to comply with all
                  rules and regulations of the National Fire Protection
                  Association (NFPA) National Fire Code. If, at any time or from
                  time to time, as a result of or in connection with any failure
                  by Lessee to comply with the foregoing sentence or any act or
                  omission or commission by Lessee, its employees, agents,
                  contractors or licensees, or a result of or in connection with
                  the use to which the Premises are put (notwithstanding that
                  such use may be for the purposes hereinbefore permitted or
                  that such use may have been consented to by Lessor), the fire
                  insurance rate(s) applicable to the Premises shall be higher
                  than that which would be applicable for a business office
                  legally permitted therein, Lessee agrees that it will pay to
                  Lessor as Additional Rent, such portion of the premiums for
                  all Lessor's fire insurance policies in force with respect to
                  the Building and the contents of any occupant thereof as shall
                  be attributable to such higher rate(s).

         e.       Lessor makes no representation that the limits of liability
                  specified to be carried by Lessee or Lessor under the terms of
                  this Lease are adequate to protect Lessee against Lessee's
                  undertaking under this Article 30, and in the event Lessee
                  believes that any such insurance coverage called for under
                  this Lease is insufficient, Lessee shall provide, at is own
                  expense, such additional insurance as Lessee deems adequate.

         f.       In the event the Premises or its contents are damaged or
                  destroyed by fire or other insured casualty: (i) Lessor, to
                  the extent of the coverage of Lessor's policies of fire
                  insurance, hereby waives its rights, if any, against Lessee
                  with respect to such damage or destruction, even if said fire
                  or other casualty shall have been caused, in whole or in part,
                  by the negligence of Lessee; and (ii) Lessee, to the extent of
                  the coverage of Lessee's policies of fire insurance with
                  extended coverage, hereby

                                       25
<PAGE>

                  waives its rights, if any, against Lessor with respect to such
                  damage, or destruction, even if said fire or other casualty
                  shall have been caused, in whole or in part, by the negligence
                  of Lessor; provided, however, such waivers of subrogation
                  shall only be effective with respect to loss or damage
                  occurring during such time as Lessor's or Lessee's policies of
                  fire insurance (as the case may be) shall contain a clause or
                  endorsement providing in substance that the aforesaid waiver
                  of subrogation shall not prejudice the type and amount of
                  coverage under such policies or the right of Lessor or Lessee
                  (as the case may be) to recover thereunder. If, at any time,
                  Lessor's or Lessee's insurance carrier refuses to write
                  insurance which contains a consent to the foregoing waiver of
                  subrogation, Lessor or Lessee, as the case may be, shall
                  notify the party thereof in writing, and upon the giving of
                  such notice, the provisions of this Section shall be null and
                  void as to any casualty which occurs after such notice. If
                  Lessor's or Lessee's insurance carrier shall make a charge for
                  the incorporation of the aforesaid waiver of subrogation in
                  its policies, then the party requesting the waiver shall
                  promptly pay such charge to the other party upon demand. In
                  the event the party requesting their waiver fails to pay such
                  charge upon demand, the other party shall be released of its
                  obligation to supply such waiver.

         g.       Should Lessee fail to maintain the insurance coverage as set
                  forth in this Article 30, then Lessee shall be in default
                  hereunder and shall be deemed to have breached its covenants
                  as set forth herein.

31.      NO OTHER REPRESENTATIONS:

         No representations or promises shall be binding on the parties hereto
         except those representations and promises contained herein or in some
         future writing signed by the party making such representation(s) or
         promise(s).

32.      QUIET ENJOYMENT:

         Lessor covenants that if, and so long as, Lessee pays Fixed Basic Rent
         and any Additional Rent as herein provided, and performs Lessee's
         covenants hereof, Lessor shall do nothing to affect Lessee's right to
         peaceably and quietly have, hold and enjoy the Premises for the Term
         herein mentioned, subject to the provisions of this Lease.

33.      INDEMNITY:

         Lessee shall defend, indemnify and save harmless Lessor and its agents
         against and from: (a) any and all claims (i) arising from (x) the
         conduct or management by Lessee, its sublessees, licensees, its or
         their employees, agents, contractors or invitees on the Premises or of
         any business therein, or (y) any work or thing whatsoever done, or any
         condition created (other than by Lessor for Lessor's or Lessee's
         account) in or about the Premises by Lessee during the Term of this
         Lease, or during the period of time, if any, prior to the Commencement
         Date that Lessee may have been given access to the Premises, or (z) any
         default by Lessee under the terms, covenants and conditions of this
         Lease, or (ii) arising from any negligent or otherwise wrongful act or
         omission of Lessee or any of its sublessees or licensees or its or
         their employees, agents, contractors or invitees; and (b) all costs,
         expenses and liabilities, including reasonable attorney's fees and
         disbursements incurred in or in connection with each such claim, action
         or proceeding brought thereon. In case any action or proceeding be
         brought against Lessor by reason of any such claim, Lessee, upon notice
         from Lessor, shall resist and defend such action or proceeding.

         Lessor shall indemnify, defend and save harmless Lessee and Lessee's
         shareholders, officers, directors, employees, agents and contractors
         (collectively, "Lessee Indemnitees") from and against: (a) any and all
         claims of whatever nature against Lessee and/or Lessee Indemnitees
         arising from (i) any accident, injury or damage occurring within the
         Office Building Area or the Building but outside of the Premises where
         such accident, injury or damage results from the negligent or otherwise
         wrongful act or omission of Lessor, its agents, employees or
         contractors, or (ii) any default by Lessor in the performance of
         Lessor's obligations under this Lease; and (b) all costs, expenses and
         liabilities, including reasonable attorney's fees and

                                       26
<PAGE>

         disbursements incurred in or in connection with each such claim,
         action, or proceeding brought thereon. In case any action or proceeding
         be brought against Lessee by reason of such claim, Lessor, upon notice
         from Lessee, shall request or defend such action or proceeding.

34.      ARTICLE HEADINGS:

         The article headings in this Lease and position of its provisions are
         intended for convenience only and shall not be taken into consideration
         in any construction or interpretation of this Lease or any of its
         provisions.

35.      APPLICABILITY TO HEIRS AND ASSIGNS:

         The provisions of this Lease shall apply to, bind and inure to the
         benefit of Lessor and Lessee, and their respective heirs, successors,
         legal representatives and assigns. It is understood that the term
         "Lessor" as used in this Lease means only the owner, a mortgagee in
         possession or a term lessee of the Building, so that in the event of
         any sale of the Building or of any lease thereof, or if a mortgagee
         shall take possession of the Premises, Lessor herein shall be and
         hereby is entirely freed and relieved of all covenants and obligations
         of Lessor hereunder accruing thereafter, and it shall be deemed without
         further agreement that the purchaser, the term lessee of the Building,
         or the mortgagee in possession has assumed and agreed to carry out any
         and all covenants and obligations of Lessor hereunder.

36.      OUTSIDE PARKING SPACES:

         Lessee's occupancy of the Premises shall include the use of the number
         of outside parking spaces as set forth in the Preamble. Lessor shall
         not be responsible for any damage or theft of any vehicle in the
         parking area and shall not be required to keep parking spaces clear of
         unauthorized vehicles or to otherwise supervise the use of the parking
         area. Lessee shall, upon request, promptly furnish to Lessor the
         license numbers of the cars operated by Lessee and its sublessees,
         licensees, invitees, concessionaires, officers and employees. If any
         vehicle of Lessee, or of any sublessee, licensee, concessionaire, or of
         their respective officers, agents or employees, is parked in any part
         of the Common Facilities other than the employee parking area(s)
         designated therefor by Lessor, Lessee shall pay to Lessor such
         reasonable penalty as may be fixed by Lessor from time to time. All
         amounts due under the provisions of this Article 36 shall be deemed to
         be Additional Rent.

37.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY:

         Lessor shall not be liable for any loss of property from any cause
         whatsoever, including, but not limited to, theft or burglary from the
         Premises, and any such loss arising from the negligence of Lessor, its
         agents, servants or invitees, or from defects, errors or omissions in
         the construction or design of the Premises and/or the Building,
         including the structural and non-structural portions thereof, and
         Lessee covenants and agrees to make no claim for any such loss at any
         time.

38.      PARTIAL INVALIDITY:

         If any of the provisions of this Lease, or the application thereof to
         any person or circumstances, shall to any extent, be invalid or
         unenforceable, the remainder of this Lease, or the application of such
         provision or provisions to persons or circumstances other than those as
         to whom or which it is held invalid or unenforceable, shall not be
         affected thereby, and every provision of this Lease shall be valid and
         enforceable to the fullest extent permitted by law.

39.      LESSEE'S BROKER:

                                       27
<PAGE>

         Lessor and Lessee each represents and warrants to the other that
         Lessee's Broker (as defined in the Preamble), is the sole broker with
         whom each party has negotiated in bringing about this Lease (whose
         commission Lessor shall pay pursuant to a separate agreement), and
         Lessor and Lessee each agrees to indemnify and hold the other and
         Lessor's mortgagee(s) harmless from any and all claims of other brokers
         and expenses in connection therewith arising out of or in connection
         with the negotiation of or the entering into this Lease by Lessor and
         Lessee. In no event shall Lessor's mortgagee(s) have any obligation to
         any broker involved in this transaction.

40.      PERSONAL LIABILITY:

          Notwithstanding anything to the contrary provided in this Lease, it is
         specifically understood and agreed, such agreement being a primary
         consideration for the execution of this Lease by Lessor, that there
         shall be absolutely no personal liability on the part of Lessor, its
         constituent members (to include, but not be limited to, officers,
         directors, partners and trustees), their respective successors, assigns
         or any mortgagee in possession (for the purposes of this Article,
         collectively, "Lessor"), with respect to any of the terms, covenants
         and conditions of this Lease, and that Lessee shall look solely to the
         "equity of Lessor in the Building and the Office Building Area" (as
         hereinafter defined), for the satisfaction of each and every remedy of
         Lessee in the event of any breach by Lessor of any of the terms,
         covenants and conditions of this Lease to be performed by Lessor, such
         exculpation of liability to be absolute and without any exceptions
         whatsoever.

         For purposes of the preceding sentence, "equity of Lessor in the
         Building and the Office Building Area" shall be deemed to include: (i)
         all rents, issues and profits received by Lessor (but only to the
         extent such rents, issues and profits are not used to pay Operating
         Costs of, or debt service (including principal and interest) on, the
         Building and the Office Building Area); (ii) "net proceeds of sale" (as
         hereinafter defined); and (iii) proceeds of fire and extended coverage
         insurance or condemnation awards received by Lessor (to the extent in
         excess of any restoration costs and net of all costs of obtaining such
         proceeds or awards), provided, in each case that Lessee (A) shall have
         delivered a notice to Lessor asserting a claim for a breach of Lessor's
         obligations under this Lease prior to the receipt by Lessor of such
         rent or other consideration, proceeds or awards, (B) shall have
         commenced an appropriate proceeding against Lessor asserting such
         breach within six (6) months after the date such notice was delivered
         to Lessor and (C) shall have obtained a final non-appealable judgment
         against Lessor, and Lessee shall have the right to look to such rent,
         consideration, proceeds or awards only as to the subject matter of such
         action. "Net proceeds of sale" means the proceeds received by the
         transferor Lessor from the sale of the Building after payment of all
         costs of sale and all indebtedness on the Building.

         Notwithstanding anything to the contrary provided in this Lease, it is
         specifically understood and agreed, such agreement being a primary
         consideration for the execution of this Lease by Lessee, that there
         shall be absolutely no personal liability on the part of Lessee's
         constituent members (including, but not limited to, officers,
         directors, partners and trustees) and their respective successors
         and/or assigns.

41.      NO OPTION:

         The submission of this Lease for examination does not constitute a
         reservation of, or option for, the Premises, and this Lease becomes
         effective as a lease only upon execution and delivery thereof by Lessor
         and Lessee.

42.      DEFINITIONS:

         a.       AFFILIATE - as defined in Section 8(c) hereof.

         b.       COMMON FACILITIES -- Common Facilities shall mean the
                  non-assigned parking areas; lobby; elevator(s); fire stairs;
                  public hallways; public lavatories; all other general Building
                  facilities that service all Building lessees; air conditioning
                  rooms; fan rooms; janitors' closets; electrical closets;
                  telephone closets; elevator shafts and

                                       28
<PAGE>

                  machine rooms; flues; stacks; pipe shafts and vertical ducts
                  with their enclosing walls. Lessor may at any time close
                  temporarily any Common Facilities to make repairs or changes
                  therein or to effect construction, repairs or changes within
                  the Building, or to discourage non-lessee parking, and may do
                  such other acts in and to the Common Facilities as in its
                  reasonable judgement may be desirable to improve the
                  convenience thereof, but shall always in connection therewith,
                  endeavor to minimize any inconvenience to Lessee and provide
                  comparable access and visibility.

         c.       FORCE MAJEURE -- Force Majeure shall mean and include those
                  situations beyond Lessor's reasonable control, including by
                  way of example and not by way of limitation: acts of God;
                  accidents; repairs; strikes; shortages of labor, supplies or
                  materials; inclement weather; or, where applicable, the
                  passage of time while waiting for an adjustment or insurance
                  proceeds. Any time limits required to be met by either party
                  hereunder, whether specifically made subject to Force Majeure
                  or not, except those related to the payment of Fixed Basic
                  Rent or Additional Rent, shall, unless specifically stated to
                  the contrary elsewhere in this Lease, be automatically
                  extended by the number of days by which any performance called
                  for is delayed due to Force Majeure.

         d.       LESSEE'S PERCENTAGE -- The parties agree that Lessee's
                  Percentage, as defined in the Preamble, reflects and will be
                  continually adjusted to reflect the ratio of the gross square
                  feet of the area rented to Lessee (including an allocable
                  share of all Common Facilities) [the numerator] as compared
                  with the total number of gross square feet of the entire
                  Building (or additional buildings that may be constructed
                  within the Office Building Area) [the denominator] measured
                  outside wall to outside wall, but excluding therefrom any
                  storage areas. Lessor shall have the right to make changes or
                  revisions in the Common Facilities of the Building so as to
                  provide additional leasing area. Lessor shall also have the
                  right to construct additional buildings in the Office Building
                  Area for such purposes as Lessor may deem appropriate, and
                  subdivide the lands for that purpose, if necessary, and upon
                  so doing, the Office Building Area shall become the subdivided
                  lot on which the Building in which the Premises is located.
                  However, if any service provided for in Section 23(a) hereof
                  or any utility provided for in Section 23(b) hereof is
                  separately billed or separately metered within the Building,
                  then the square footage so billed or metered shall be
                  subtracted from the denominator and Lessee's proportionate
                  share for such service and/or utility shall be separately
                  computed, and the Base Costs for such item shall not include
                  any charges attributable to said square footage.

43.      LEASE COMMENCEMENT:

         Notwithstanding anything contained herein to the contrary, if Lessor,
         for any reason whatsoever, including Lessor's negligence (but excluding
         Lessee's delay as provided for in Section 27(b) hereof), cannot deliver
         possession of the Premises, as provided for in Section 27(a) hereof, to
         Lessee on the Commencement Date as set forth in Article 2 hereof, this
         Lease shall not be void or voidable, nor shall Lessor be liable to
         Lessee for any loss or damage resulting therefrom, but in that event,
         the Term shall be for the full term as specified above to commence from
         and after the date Lessor shall have delivered possession of the
         Premises to Lessee, as provided in Section 27(a) hereof, or from the
         date Lessor would have delivered possession of the Premises to Lessee
         but for Lessee's failure to timely supply to Lessor such drawings
         and/or information required by Exhibit C or for any other reason
         attributable to Lessee, and if requested by Lessor or Lessee, Lessor
         and Lessee shall, ratify and confirm said Commencement Date and
         Expiration Date by completing and signing Exhibit G attached hereto and
         made a part hereof.

         Notwithstanding anything contained herein to the contrary, if Lessor
         shall not have delivered possession of the Premises to Lessee on or
         before January 1, 2004 ("Penalty Date") and provided the reason
         therefor has not been as a result of Lessee's acts or omissions or
         Force Majeure, then, and in such event, Lessee's obligation to pay
         Fixed Basic Rent and Additional Rent shall commence on such number of
         days after the first (1st) month anniversary of the Commencement Date
         as shall be equal to the number of days between the Penalty Date and
         the Commencement Date. If Lessee fails to execute and deliver this
         Lease to Lessor on or before October 21, 2003, for reasons other than
         any act and/or omission of Lessor, then the

                                       29
<PAGE>

         Penalty Date set forth above shall be such number of days after January
         1, 2004 as shall be equal to the number of days between October 21,
         2003 and the date Lessee shall execute this Lease and deliver the same
         to Lessor.

44.      NOTICES:

         Any notice by either party to the other shall be in writing and shall
         be deemed to have been duly given only if: (i) delivered personally; or
         (ii) sent by registered mail or certified mail, return receipt
         requested, with postage prepaid; or (iii) sent by nationally recognized
         overnight delivery service, with a receipt provided therefor and
         charges prepaid, addressed: (a) if to Lessee, at the above described
         Building, Attention: Mr. Kenneth I. Moch, President and Chief Executive
         Officer, with a copy to Jan Alan Lewis, Esq., Cole, Schotz, Meisel,
         Forman & Leonard, P.A., Court Plaza North, 25 Main Street, P.O. Box
         800, Hackensack, New Jersey 07602-0800; and (b) if to Lessor, at
         Lessor's address as set forth above, or, to either at such other
         address as Lessee or Lessor, respectively, may designate in writing.
         Notices shall be deemed to have been duly given, if delivered
         personally, on delivery thereof, if mailed, upon receipt or rejection
         of receipt, or if sent by overnight delivery service, the next business
         day.

45.      ACCORD AND SATISFACTION:

         No payment by Lessee or receipt by Lessor of a lesser amount than the
         rent and Additional Rent payable hereunder shall be deemed to be other
         than a payment on account of the earliest stipulated Fixed Basic Rent
         and Additional Rent, nor shall any endorsement or statement on any
         check or any letter accompanying any check or payment for Fixed Basic
         Rent or Additional Rent be deemed an accord and satisfaction, and
         Lessor may accept such check or payment without prejudice to Lessor's
         right to recover the balance of such Fixed Basic Rent and Additional
         Rent or pursue any other remedy provided herein or by law.

46.      EFFECT OF WAIVERS:

         No failure by Lessor or Lessee to insist upon the strict performance of
         any covenant, agreement, term or condition of this Lease, or to
         exercise any right or remedy consequent upon a breach thereof, and no
         acceptance of full or partial rent during the continuance of any such
         breach, shall constitute a waiver of any such breach or of such
         covenant, agreement, term or condition. No consent or waiver, express
         or implied, by Lessor or Lessee to or of any breach of any covenant,
         condition or duty of Lessor or Lessee shall be construed as a consent
         or waiver to or of any other breach of the same or any other covenant,
         condition or duty, unless in writing signed by Lessor or Lessee, as the
         case may be.

47.      LEASE CONDITION:

         Intentionally Omitted.


48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:

         Lessee agrees to give any mortgagees and/or trust deed holders, by
         notice, a copy of any notice of default served upon Lessor, provided
         that, prior to such notice, Lessee has been notified in writing (by way
         of notice of assignment of rents and leases or otherwise) of the
         address of such mortgagees and/or trust deed holders. Lessee further
         agrees that, if Lessor shall have failed to cure such default within
         the time provided for in this Lease, then the mortgagees and/or trust
         deed holders shall have an additional thirty (30) days within which to
         cure such default, or if such default cannot be cured within that time,
         then such additional time as may be reasonably necessary, if within
         such thirty (30) days, any mortgagee and/or trust deed holder has
         commenced and is diligently pursuing the remedies necessary to cure
         such default (including, but not limited to, commencement of
         foreclosure proceedings if necessary to effect such cure), in which
         event this Lease shall not be terminated while such remedies are being
         so diligently pursued.

                                       30
<PAGE>

49.      LESSOR'S RESERVED RIGHT:

         Lessor and Lessee acknowledge that the Premises are in a Building which
         is not open to the general public. Access to the Building is restricted
         to Lessor, Lessee, their agents, employees and contractors and to their
         invited visitors. In the event of a labor dispute including a strike,
         picketing, informational or associational activities directed at Lessee
         or any other lessee, Lessor reserves the right unilaterally to alter
         Lessee's ingress and egress to the Building or make any change in
         operating conditions to restrict pedestrian, vehicular or delivery
         ingress and egress to a particular location, but to the extent
         permitted by law, Lessor shall always provide a reasonable means of
         access to and from the Premises and shall endeavor in connection
         therewith to minimize any inconvenience to Lessee.

50.      CORPORATE AUTHORITY:

         If Lessee is a corporation, Lessee represents and warrants that this
         Lease has been duly authorized and approved by the corporation's Board
         of Directors. The undersigned officers and representatives of the
         corporation represent and warrant that they are officers of the
         corporation with authority to execute this Lease on behalf of the
         corporation.

         The undersigned officer, partner, manager or other representative of
         the entity executing this Lease on behalf of Lessor represents and
         warrants to Lessee that he or she is an officer, partner, manager or
         other representative of the entity with authority to execute this Lease
         on behalf of Lessor.

51.      AFTER-HOURS USE:

         Lessee shall be entitled to make use of Building Standard Electric
         Service and HVAC beyond the Building Hours, at Lessee's sole cost and
         expense, provided Lessee shall notify Lessor telephonically or in
         person or in writing, by 3:00 p.m. on the day that Lessee shall require
         said overtime use if said overtime use is required on any weekday, and
         by 3:00 p.m. on Friday for Saturday and/or Sunday overtime use. It is
         understood and agreed that Lessee shall pay the sum of SIXTY AND 00/100
         DOLLARS ($60.00) per hour per zone for air-conditioning service and
         FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour per zone for heating
         services, plus such additional percentage increase of the aforesaid
         hourly sum computed by measuring the percentage increase between the
         rate in effect (including fuel surcharges or adjustments) during the
         month for which such overtime use is requested and the Base Rate. The
         Base Rate for purposes hereof shall be the average of the rates in
         effect (including surcharges and/or adjustments) during Calendar Year
         2004. If Lessee and any other lessee(s) in the Building within the same
         heating or air conditioning zone request overtime heating or air
         conditioning service, the overtime charges set forth herein shall be
         reasonably apportioned.

         In no event shall Lessee pay less than the sum of SIXTY AND 00/100
         DOLLARS ($60.00) per hour per zone for such overtime air-conditioning
         service or less than FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour
         per zone for such overtime heating service.

52.      LESSEE'S EXPANSION/RELOCATION:

         Lessor, in its sole discretion, shall have the right, one (1) time
         during the Term, to change the location of the Premises to other
         comparable space (i.e., visibility, access, dimensions and layout) (the
         "Substituted Leased Premises") within the Building (other than the
         first (1st) floor), subject to the terms and conditions set forth
         below.

         a.       The Substituted Leased Premises shall contain a minimum floor
                  area of not less than the number of square feet as are
                  contained in the Premises; and the square footage of any
                  Common Facilities attributable to the Substituted Leased
                  Premises shall be not less than that of the Common Facilities
                  attributable to the Premises.

                                       31
<PAGE>

         b.       If the total square footage comprised by the Substituted
                  Leased Premises and its attributable Common Facilities exceed
                  the total of the Premises and its attributable Common
                  Facilities, Lessee shall not be required to pay any increase
                  in the Fixed Basic Rent and Lessee's Percentage shall not be
                  increased.

         c.       Lessor shall give Lessee not less than forty-five (45) days'
                  prior notice of Lessor's decision to relocate Lessee, and
                  Lessee agrees that no later than forty-five (45) days from the
                  date of its receipt of such notice it shall relocate to the
                  Substituted Leased Premises, provided that Lessor has
                  substantially completed any work in the Substituted Leased
                  Premises as required herein.

         d.       Lessor shall bear and pay for the cost and expense of any such
                  relocation; provided, however, that Lessee shall not be
                  entitled to any compensation for damages for any interference
                  with or interruption of its business during or resulting from
                  such relocation. Lessor shall make reasonable efforts to
                  minimize such interference.

         e.       In connection with any such relocation, Lessor shall, at its
                  own cost and expense, furnish and install in (or, if
                  practicable, relocate to) the Substituted Leased Premises all
                  walls, partitions, floors, floor coverings, ceilings,
                  fixtures, wiring and plumbing, if any (as distinguished from
                  trade fixtures, equipment, furniture, furnishings and other
                  personal property belonging to Lessee), required for Lessee's
                  proper use and occupancy thereof, all of which items shall be
                  comparable in quality to those situated in the Premises.

         f.       The payments of the monthly Fixed Basic Rent shall commence on
                  the earlier of ten (10) days after Lessor has completed the
                  physical relocation and installation of permanent improvements
                  in the Substituted Leased Premises or the date that Lessee
                  first opens for business in the Substituted Leased Premises.

         g.       Lessor and Lessee shall promptly execute an amendment to this
                  Lease reciting the relocation of the Premises and any changes
                  as a result thereof.

53.      BUILDING PERMIT:

         This Lease is expressly conditioned upon Lessor obtaining a building
         permit from the appropriate government official for Lessee's Premises.
         Lessor hereby agrees to make application to said government official
         within five (5) days following the execution of the construction
         drawings for the Premises. As used herein, construction drawings shall
         mean the final plans and specifications required pursuant to Section
         27(b) hereof.

54.      OPTION TO RENEW:

         (a)      If this Lease shall then be in full force and effect and
                  Lessee is not in monetary default or material nonmonetary
                  default under this Lease, after the expiration of applicable
                  notice and cure periods, Lessee shall have the option to
                  extend the Term of this Lease for a period of three (3) years
                  ("Renewal Term") commencing on the day immediately following
                  the Expiration Date; provided, however, that Lessee shall give
                  Lessor notice of its election to extend the Term no later than
                  nine (9) months prior to the Expiration Date. TIME BEING OF
                  THE ESSENCE in connection with the exercise of Lessee's option
                  pursuant to this Article.

         (b)      Such extension of the Term of this Lease shall be upon the
                  same covenants and conditions, as herein set forth, except for
                  the Fixed Basic Rent (which shall be determined in the manner
                  set forth below) and except that the Base Period Costs shall
                  be the calendar year during which the commencement of the
                  Renewal Term occurs and Lessee shall have no further right to
                  extend the Term of this Lease after the exercise of the single
                  option described in paragraph (a) of this Section. If Lessee
                  shall duly give notice of its election to extend the Term of
                  this Lease, the Renewal Term shall be added to and become a
                  part of the Term of this Lease (but shall not be considered a
                  part of the initial Term), and any reference in this Lease to
                  the "Term of this Lease", the "Term hereof", or any similar
                  expression shall be deemed to include such Renewal Term, and,
                  in addition, the term "Expiration Date" shall thereafter mean
                  the last day of such Renewal Term. Lessor shall have no
                  obligation to perform any alteration or

                                       32
<PAGE>

                  preparatory or other work in and to the Premises and Lessee
                  shall continue possession thereof in its "as is" condition.

         (c)      If Lessee exercises its option for the Renewal Term, the Fixed
                  Basic Rent during the Renewal Term shall be the fair market
                  rent for the Premises, as hereinafter defined.

         (d)      Lessor and Lessee shall use their reasonable efforts, within
                  thirty (30) days after Lessor receives Lessee's notice of its
                  election to extend the Term of this Lease for the Renewal Term
                  ("Negotiation Period"), to agree upon the Fixed Basic Rent to
                  be paid by Lessee during the Renewal Term. If Lessor and
                  Lessee shall agree upon the Fixed Basic Rent for the Renewal
                  Term, the parties shall promptly execute an amendment to this
                  Lease stating the Fixed Basic Rent for the Renewal Term.

         (e)      If the parties are unable to agree on the Fixed Basic Rent for
                  the Renewal Term during the Negotiation Period, then within
                  fifteen (15) days after notice from the other party, given
                  after expiration of the Negotiation Period, each party, at its
                  cost and upon notice to the other party, shall appoint a
                  person to act as an appraiser hereunder, to determine the fair
                  market rent for the Premises for the Renewal Term. Each such
                  person shall be a real estate broker or appraiser with at
                  least ten (10) years' active commercial real estate appraisal
                  or brokerage experience (involving the leasing of office space
                  as agent for both lessors and lessees) in Morris County, New
                  Jersey. If a party does not appoint a person to act as an
                  appraiser within said fifteen (15) day period, the person
                  appointed by the other party shall be the sole appraiser and
                  shall determine the aforesaid fair market rent. Each notice
                  containing the name of a person to act as appraiser shall
                  contain also the person's address. Before proceeding to
                  establish the fair market rent, the appraisers shall subscribe
                  and swear to an oath fairly and impartially to determine such
                  rent.

                  If the two (2) appraisers are appointed by the parties as
                  stated in the immediately preceding paragraph, they shall meet
                  promptly and attempt to determine the fair market rent. If
                  they are unable to agree within forty-five (45) days after the
                  appointment of the second appraiser, they shall attempt to
                  select a third person meeting the qualifications stated in the
                  immediately preceding paragraph within fifteen (15) days after
                  the last day the two (2) appraisers are given to determine the
                  fair market rent. If they are unable to agree on the third
                  person to act as appraiser within said fifteen (15) day
                  period, the third person shall be appointed by the American
                  Arbitration Association (or any successor thereto) (the
                  "Association"), upon the application of Lessor or Lessee to
                  the office of the Association nearest the Building. The person
                  appointed to act as appraiser by the Association shall be
                  required to meet the qualifications stated in the immediately
                  preceding paragraph. Each of the parties shall bear fifty
                  percent (50%) of the cost of appointing the third person and
                  of paying the third person's fees. The third person, however
                  selected, shall be required to take an oath similar to that
                  described above.

                  The third appraiser shall conduct such hearing and
                  investigations as he/she may deem appropriate and shall,
                  within thirty (30) days after the date of his/her appointment,
                  determine the fair market rent by selecting the fair market
                  rent determined by either the appraiser selected by Lessor or
                  the appraiser selected by Lessee. The third appraiser shall
                  have no discretion other than to choose the fair market rent
                  determined by one of the other two appraisers by the process
                  commonly known as "baseball arbitration".

         (f)      After the fair market rent for the Renewal Term has been
                  determined by the appraiser or appraisers and the appraiser or
                  appraisers shall have notified the parties, at the request of
                  either party, both parties shall execute and deliver to each
                  other an amendment of this Lease stating the Fixed Basic Rent
                  for the Renewal Term.

         (g)      If the Fixed Basic Rent for the Renewal Term has not been
                  agreed to or established prior to the commencement of the
                  Renewal Term, then Lessee shall pay to Lessor an annual rent
                  ("Temporary Rent") which Temporary Rent shall be equal to one
                  hundred twenty-five percent (125%) of the Fixed Basic Rent
                  payable by Lessee for the last year of the initial Term.
                  Thereafter, if the parties shall agree upon a Fixed Basic
                  Rent, or the Fixed Basic Rent shall be established upon the
                  determination of the fair market rent by the appraiser or
                  appraisers, at a rate at variance with the Temporary Rent: (i)
                  if such

                                       33
<PAGE>

                  Fixed Basic Rent is greater than the Temporary Rent, Lessee
                  shall promptly pay to Lessor the difference between the Fixed
                  Basic Rent determined by agreement or the appraisal process
                  and the Temporary Rent; or (ii) if such Fixed Basic Rent is
                  less than the Temporary Rent, Lessor shall credit to Lessee's
                  subsequent monthly installments of Fixed Basic Rent the
                  difference between the Temporary Rent and the Fixed Basic Rent
                  determined by agreement or the appraisal process.

         (h)      In describing the fair market rent during the Renewal Term,
                  the appraiser or appraisers shall be required to take into
                  account the rentals at which leases are then being concluded
                  (as of the last day of the initial Term) (for three (3) year
                  leases without renewal options with the lessor and lessee each
                  acting prudently, with knowledge and for self-interest, and
                  assuming that neither is under undue duress) for comparable
                  space in the Building and in comparable office buildings in
                  the Morris County, New Jersey.

         (i)      The option granted to Lessee under this Article 54 may be
                  exercised only by Lessee, its Affiliates, permitted successors
                  and assigns, and not by any sublessee or any successor to the
                  interest of Lessee by reason of any action under the
                  Bankruptcy Code, or by any public officer, custodian,
                  receiver, United States Trustee, trustee or liquidator of
                  Lessee or substantially all of Lessee's property. Lessee shall
                  have no right to exercise this option subsequent to the date
                  Lessor shall have the right to give the notice of termination
                  referred to in Article 13 hereof unless Lessee cures the
                  default within the applicable notice and cure period.
                  Notwithstanding the foregoing, Lessee shall have no right to
                  extend the Term if, at the time it gives notice of its
                  election Lessee shall not be in occupancy of more than fifty
                  percent (50%) of the Premises.

55.      STORAGE SPACE:

                  In addition to the Premises, Lessee, at Lessee's sole option,
                  may desire to utilize storage space in the Building or in a
                  building owned or managed by Lessor or an affiliate of Lessor
                  within the Mack-Cali Business Campus, Parsippany, New Jersey
                  (not to exceed five thousand (5,000) square feet)("Storage
                  Space"). In the event Lessee elects to lease the Storage
                  Space, Lessor (or an affiliate of Lessor) leases to Lessee and
                  Lessee hereby hires from Lessor the Storage Space in its
                  "AS-IS" condition. The Storage Space shall be used for the
                  storage of files, equipment and business records, and for no
                  other purpose. Lessor makes no warranty or representation that
                  the Storage Space is suitable for any particular purpose.
                  Lessor is under no obligation to perform any work or provide
                  any materials to prepare the Storage Space for Lessee. From
                  and after the date Lessee commences the leasing of such
                  Storage Space, Lessee shall pay Lessor, as Additional Rent,
                  payable in advance on the first day of each calendar month of
                  the Term in monthly installments, the sum of TWELVE AND 00/100
                  DOLLARS ($12.00) per square foot per annum of Storage Space
                  ("Storage Fee"). Lessee hereby covenants and agrees to keep
                  the Storage Space and any equipment in or about the Storage
                  Space in good order, repair and condition throughout the Term
                  hereof, and promptly and adequately repair all damage to the
                  Storage Space or the equipment caused by Lessee. Lessee hereby
                  covenants and agrees not to disrupt, affect or interfere with
                  other occupants in the Building or the building within which
                  the Storage Space is located or with any lessee's use and
                  enjoyment of its leased premises or the common areas of the
                  Building or the building within which the Storage Space is
                  located. Except as otherwise provided herein, all of the
                  terms, covenants and provisions of this Lease regarding the
                  Premises shall apply to the Storage Space. Upon the
                  determination of the square footage of the Storage Space and
                  the building within which the Storage Space is located, the
                  parties shall enter into an amendment to this Lease, if such
                  Storage Space is located within the Building or a storage
                  space license agreement (in the form attached hereto and made
                  a part hereof as Exhibit I), if the Storage Space is located
                  in another building within the Mack-Cali Business Campus.

56.      LESSOR'S INSURANCE:

         During the Term, Lessor shall maintain the following insurance,
         insuring Lessor and any mortgagee, as their respective interests may
         appear: (i) insurance against damage to the Building and Office
         Building Area by all risks of direct physical loss in an amount
         equivalent to the full replacement cost thereof; (ii) commercial
         general liability insurance against claims

                                       34
<PAGE>

         for bodily injury and property damage occurring in or about the Common
         Facilities in amounts customarily carried by owners of similar
         buildings in the Morris County, New Jersey area; and (iii) insurance
         against such other hazards as, from time to time, are then commonly
         insured against for buildings similarly situated in amounts normally
         carried with respect thereto. All insurance maintained pursuant to this
         Article 56 may be effected by blanket insurance policies.

57.      ATTORNEY'S FEES:

         In the event that either party shall prevail in any litigation pursuant
to this Lease, the prevailing party shall be entitled to recover from the other
party, reasonable attorney's fees fixed by the court and part of any final
judgment rendered.

                                       35
<PAGE>

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under this Lease or make any claim that this Lease is invalid or
unenforceable due to any failure of this document to comply with ministerial
requirements, including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar requirements, and each
party hereby waives the right to assert any such defense or make any claim of
invalidity or unenforceability due to any of the foregoing.

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

LESSOR:                                     LESSEE:

MAPLE 6 CAMPUS L.L.C.                       ALTEON INC.

By:    Mack-Cali Realty, L.P., Member

By:    Mack-Cali Realty Corporation, its
       General Partner

By:     /s/ Michael K. Nevins               By:   /s/ Kenneth I. Moch
       -------------------------------            ------------------------------
       Name: Michael K. Nevins                    Name: Kenneth I. Moch
       Title: Vice President - Leasing            Title: President and Chief
                                                  Executive Officer

                                       36
<PAGE>

                                    EXHIBIT A

                              LOCATION OF PREMISES

                               Exhibit A - Page 1
<PAGE>

                                  EXHIBIT A-1

                              OFFICE BUILDING AREA

Being known and designated as Lot 3.03 in Block 202 as shown on the certain map
entitled, "Final Plat of Prudential Business Campus, Block 202 Lots 3.02 through
3.12," which map was filed in the Morris County Clerk's Office on April 29, 1980
as Map Number 3908. Also known as 6 Campus Drive, Parsippany, New Jersey.

BEGINNING at a point being witnesses by a 1/2" rebar found displaced North 0.02
feet, and East 0.01 feet, on the Northerly right of way line of Campus Drive,
100 feet wide Public Right of Way, said point being a common corner of Lot 3.04,
Block 202, N/F Mack-Cali Campus Realty, L.L.C., as more particularly shown on
the hereinabove referenced filed Subdivision Plat, said and from said beginning
point running thence,

Courses number 1 through 3 are along said Northerly right of way line of Campus
Drive.

1)       North 81 degrees 13 minutes 37 seconds West, 432.32 feet to a point
         being witnessed by 3/4" Rebar found displaced North 0.11 feet and East
         0.45 feet, thence;

2)       On a curve to the right having a radius of 889.87 feet, an arc length
         of 244.76 feet, a central angle of 15 degrees 45 minutes 34 seconds, a
         chord bearing of North 73 degrees 20 minutes 50 seconds West, a chord
         distance of 243.99 feet, to a point of tangency being witnessed by
         -3/4" rebar found displaced North 0.12 feet and East 0.26 feet, thence;

3)       North 65 degrees 28 minutes 03 seconds West, 131.28 feet to a point and
         common corner of Lot 3.02 Block 202, N/F Maple Plaza, LLC, thence;

4)       Along the Easterly line of said Lot 3.02, North 24 degrees 31 minutes
         54 seconds East, 600.18 feet to a point being witnessed by a 3/4"
         rebar found displaced North 0.22 feet and East 0.15 feet, said point
         being on the Southerly line of Lot 4.02 Block 202, N/F New Dunn &
         Bradstreet, Inc., thence;

5)       Along said Southerly line of 4.02 Block 202 and continuing along the
         southerly line of Lot 4.03 Block 202, N/F Mack-Cali Campus Realty,
         L.L.C., South 65 degrees 28 minutes 06 seconds East, passing over a
         concrete monument recovered at the common corner of said Lots 4.02 and
         4.03, 171.24 feet to a point being witnessed Henderson and Bodwell iron
         pipe recovered, thence;

6)       Still along said Southerly line of Lot 4.03 and continuing Lot 3.04
         Block 202, N/F Mack-Cali Campus Realty, L.L.C., South 81 degrees 11
         minutes 55 seconds East, passing over a concrete monument recovered at
         the common corner of said Lots 4.03 and 3.04, 473.04 feet to a point,
         being witnessed by 3/4" iron pipe found displaced North 0.11 feet and
         East 0.33 feet; thence;

7)       Along the Westerly line of said Lot 3.04, South 08 degrees 49 minutes
         11 seconds West, 599.99 feet to the point and place of Beginning.

                              Exhibit A-1 - Page 1
<PAGE>

                                   EXHIBIT B

                              RULES AND REGULATIONS

1.       OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
         elevators, vestibules, stairways, corridors and public parts of the
         Building shall not be obstructed or encumbered by Lessee or used by
         Lessee for any purpose other than ingress and egress. If the Premises
         are situated on the ground floor with direct access to the street, then
         Lessor shall, at Lessor's expense, keep the sidewalks and curbs
         directly in front of the Premises clean and free from ice, snow and
         refuse.

2.       WINDOWS: Windows in the Premises shall not be covered or obstructed by
         Lessee. No bottles, parcels or other articles shall be placed on the
         windowsills, in the halls, or in any other part of the Building other
         than the Premises. No article shall be thrown out of the doors or
         windows of the Premises.

3.       PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
         fixtures shall be attached to the outside walls or the window sills of
         the Building or otherwise affixed so as to project from the Building,
         without prior written consent of Lessor.

4.       SIGNS: No sign or lettering shall be affixed by Lessee to any part of
         the outside of the Premises, or any part of the inside of the Premises
         so as to be clearly visible from the outside of the Premises, without
         the prior written consent of Lessor, which consent shall not be
         unreasonably withheld, conditioned or delayed. However, Lessee shall
         have the right to place its name on any door leading into the Premises,
         the size, color and style thereof to be subject to Lessor's approval,
         which approval shall not be unreasonably withheld, conditioned or
         delayed. Lessee shall not have the right to have additional names
         placed on the Building directory without Lessor's prior written
         consent. Notwithstanding the foregoing, Lessee shall have Lessee's
         Percentage of any Building directory (e.g., lobby and/or floor).

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

6.       INTERFERENCE WITH OCCUPANTS OF BUILDING: Lessee shall not make, or
         permit to be made, any unseemly or disturbing noises or odors and shall
         not interfere with other lessees or those having business with them.
         Lessee will keep all mechanical apparatus in the Premises free of
         vibration and noise which may be transmitted beyond the limits of the
         Premises.

7.       LOCK KEYS: No additional locks or bolts of any kind shall be placed on
         any of the doors or windows by Lessee. Lessee shall, on the termination
         of Lessee's tenancy, deliver to Lessor all keys to any space within the
         Building either furnished to or otherwise procured by Lessee, and in
         the event of the loss of any keys furnished, Lessee shall pay to Lessor
         the reasonable cost thereof. Lessee, before closing and leaving the
         Premises, shall ensure that all windows are closed and entrance doors
         locked. Nothing in this Paragraph 7 shall be deemed to prohibit Lessee
         from installing a burglar alarm within the Premises, provided: (a)
         Lessee obtains Lessor's consent, which consent shall not be
         unreasonably withheld, conditioned or delayed; (b) Lessee supplies
         Lessor with copies of the plans and specifications of the system; (c)
         such installation shall not damage the Building; and (d) all costs of
         installation shall be borne solely by Lessee.

8.       CONTRACTORS: No contract of any kind with any supplier of towels,
         toilet articles, waxing, rug shampooing, venetian blind washing,
         furniture polishing, lamp servicing, cleaning of electrical fixtures,
         removal of waste paper, rubbish, garbage, or other like service shall
         be entered into by Lessee, nor shall any machine of any kind be
         installed in the Building or the Office Building Area without the prior
         written consent of Lessor, which consent shall not be unreasonably
         withheld, conditioned or delayed. Lessee shall not employ any persons
         other than Lessor's janitors or Lessee's own employees for the purpose
         of cleaning the Premises

                               Exhibit B - Page 1
<PAGE>

         without prior written consent of Lessor, which consent shall not be
         unreasonably withheld, conditioned or delayed. Lessor shall not be
         responsible to Lessee for any loss of property from the Premises
         however occurring, or for any damage to the effects of Lessee by such
         janitors or any of its employees, or by any other person or any other
         cause.

9.       PROHIBITED ON PREMISES: Lessee shall not conduct, or permit any other
         person to conduct, any auction upon the Premises, manufacture or store
         goods, wares or merchandise (except in connection with Lessee's
         business) upon the Premises without the prior written approval of
         Lessor, except the storage of usual supplies and inventory to be used
         by Lessee in the conduct of his business, permit the Premises to be
         used for gambling, make any unusual noises in the Building, permit to
         be played musical instrument on the Premises, permit any radio to be
         played, or television, recorded or wired music in such loud manner as
         to disturb or annoy other lessees, or permit any unusual odors to be
         produced on the Premises. Lessee shall not permit any portion of the
         Premises to be occupied as an office for a public stenographer or
         typewriter, or for the storage, manufacture, or sale of intoxicating
         beverages (except in connection with Lessee's business), narcotics,
         tobacco in any form or as a barber or manicure shop. Canvassing,
         soliciting and peddling in the Building and the Office Building Area
         are prohibited and Lessee shall reasonably cooperate to prevent the
         same. No bicycles, vehicles or animals (other than seeing-eye) of any
         kind shall be brought into or kept in or about the Premises.

10.      PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be
         used for any purpose other than those for which they were constructed;
         and no sweepings, rubbish, ashes, newspaper or other substances of any
         kind shall be thrown into them. Waste and excessive or unusual amounts
         of electricity or water is prohibited. When electric wiring of any kind
         is introduced, it must be connected as reasonably directed by Lessor,
         and no stringing or cutting of wires will be allowed, except by prior
         written consent of Lessor, and shall be done by contractors approved by
         Lessor. The number and locations of telephones, telegraph instruments,
         electrical appliances, call boxes, etc. shall be subject to Lessor's
         approval, which approval shall not be unreasonably withheld,
         conditioned or delayed.

11.      MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out
         of freight, furniture or bulky matter of any description must take
         place during such hours as Lessor may from time to time reasonably
         determine and only after reasonable advance notice (which notice may be
         telephonic) to the superintendent of the Building. The persons employed
         by Lessee for such work must be reasonably acceptable to Lessor. Lessee
         may, subject to these provisions, move freight, furniture, bulky
         matter, and other material into or out of the Premises on weekdays
         after 5:00 p.m. and on Saturdays between the hours of 9:00 a.m. and
         1:00 p.m., provided Lessee pays additional actual out-of-pocket
         reasonable costs, if any, incurred by Lessor for elevator operators or
         security guards, and for any other expenses occasioned by such activity
         of Lessee. There shall not be used in the Building or Premises, either
         by Lessee or by others in the delivery or receipt of merchandise, any
         hand trucks except those equipped with rubber tires and side guards,
         and no hand trucks will be allowed in the elevators without the consent
         of the superintendent of the Building. Notwithstanding the foregoing,
         Lessee shall not incur any costs with respect to its initial move-in to
         the Premises.

12.      SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to
         reasonably prescribe the weight and position of all safes and other
         heavy equipment so as to distribute properly the weight thereof and to
         prevent any unsafe condition from arising. Notwithstanding the
         foregoing, Lessor hereby consents to Lessee's installation of its
         "rolling files" in the Premises, provided that Lessee does not exceed
         the floor load of the Premises.

13.     ADVERTISING: Lessor shall have the right to prohibit any advertising by
        Lessee which in Lessor's reasonable opinion tends to impair the
        reputation of the Building or its desirability as a building for
        offices, and upon written notice from Lessor, Lessee shall refrain from
        or discontinue such advertising.

14.      NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER LESSEES: Lessor shall not
         be responsible to Lessee for non-observance or violation of any of
         these rules and regulations by any other lessee. Lessor shall not
         discriminate against Lessee in its enforcement of the rules and
         regulations.

                               Exhibit B - Page 2
<PAGE>

15.      AFTER HOURS USE: Lessor reserves the right to exclude from the Building
         between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on
         Saturdays, Sundays and Building Holidays, all persons who do not
         present a pass to the Building signed by Lessee. Each lessee shall be
         responsible for all persons for whom such a pass is issued and shall be
         liable to Lessor for the acts of such persons.

16.      PARKING: Lessee and its employees shall park their cars only in those
         portions of the parking area reasonably designated by Lessor.

17.      Lessor hereby reserves to itself any and all rights not granted to
         Lessee hereunder, including, but not limited to, the following rights
         which are reserved to Lessor for its purposes in operating the
         Building:

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

         b)       the right to change the name or address of the Building,
                  without incurring any liability to Lessee for doing so;

         c)       the right to install and maintain a sign on the exterior of
                  the Building;

         d)       the exclusive right to use or dispose of the use of the roof
                  of the Building;

         e)       the right to limit the space on the directory of the Building
                  to be allotted to Lessee (except as otherwise provided in
                  Paragraph 4 hereof); and

         f)       the right to grant to anyone the right to conduct any
                  particular business or undertaking in the Building.

18.      Lessee shall be responsible for initiating, maintaining and supervising
         all health and safety precautions and/or programs required by law in
         connection with Lessee's use and occupancy of the Premises.

19.      Lessee shall not store, introduce or otherwise permit any material
         known to be hazardous within the Premises, except in reasonable
         quantities consistent with ordinary office use. Any material within the
         Premises which is determined to be hazardous shall be removed and
         properly disposed of by Lessee, at Lessee's sole expense.

                               Exhibit B - Page 3
<PAGE>

                                    EXHIBIT C

                                      NOTES

RE:      Workletter Agreement for office space on the second (2nd) floor at 6
         Campus Drive, Parsippany, New Jersey

                                                                October 21, 2003

LESSEE:

ALTEON INC.

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement, a written lease ("Lease"), covering the space referred to
above, as more particularly described in the Lease ("Premises").

To induce Lessee to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

1.       Lessor, as part of The Work ( as hereinafter defined) shall have its
         architect prepare the following architectural and mechanical drawings
         and specifications based upon the sketch layout supplied to Lessor by
         Lessee, attached hereto and made a part hereof, upon full execution of
         the Lease.

         a.       Architectural drawings and specifications for Lessee's
                  partition layout, reflected ceiling, placement of electrical
                  outlets and other installations for the work to be done by
                  Lessor.

         b.       Mechanical plans and specifications where necessary for
                  installation of air conditioning systems, ductwork and
                  heating.

         All such plans and specifications are expressly subject to Lessor's
         written approval, which approval shall not be unreasonably withheld,
         conditioned or delayed.

2.       Lessor agrees to cause the partition plan, electrical plan and the
         reflected ceiling plan to be delivered to Lessee on or before the
         fifteenth (15th) day after Lease execution. Lessee agrees to approve
         said plans by initialing and returning same to Lessor within three (3)
         days of receipt of each plan. Upon approval of the plans initialed by
         Lessee, Lessor shall file said plans with the appropriate governmental
         agencies.

3.       Lessor agrees, at its expense and without charge to Lessee (unless
         otherwise provided), to do the work in the Premises as shown on the
         final working drawings dated September 23, 2003 , prepared by First
         Floor Design and transmitted to the parties on October 10, 2003 and at
         Lessee's sole cost and expense, Lessor shall install (i) a supplemental
         HVAC unit in the telecommunications room of the Premises; (ii) upgraded
         carpet in the Premises; and (iii) sound batting above and within the
         walls in the conference room and rooms 212 and 213 of the Premises
         (collectively, "The Work"). As part of The Work, Lessor shall provide
         an allowance of up to and including $10,000.00 toward the cost of floor
         reinforcement to accommodate Lessee's "rolling files". If the cost of
         such reinforcement exceeds $10,000.00, then Lessee shall be responsible
         for such excess. The Work shall include Lessor's general conditions and
         overhead amounts. "Building Standard" shall mean the type and grade of
         material, equipment and/or device designated by Lessor as standard for
         the Building. All items are Building Standard unless otherwise noted.
         The provisions of Article 6 of the Lease shall apply to any alterations
         made to the Premises after the initial work to be performed herein. The
         Building systems and utilities servicing the Premises shall be in good
         working order and condition on the Commencement Date.

4.       As part of The Work and as set forth in Paragraph 3 above, Lessor
         shall, at Lessee's sole cost and expense, install (i) a supplemental
         HVAC unit in the telecommunications room of the Premises; (ii) upgraded
         carpet in the Premises; and (iii) sound batting above and within the
         walls in the conference room and rooms 212 and 213 of the Premises.
         Lessee shall pay

                               Exhibit C - Page 1
<PAGE>

         Lessor, as Additional Rent, Lessor's price for such work and for Change
         Orders (as defined and pursuant to Paragraph 7 hereof) as follows: (i)
         fifty percent (50%) upon Lessee's execution and delivery of this Lease;
         and (ii) fifty percent (50%) upon Lessor's substantial completion of
         The Work and prior to Lessee's occupancy of the Premises.

5.       All low partitioning, workstation modules, bank screen partitions and
         prefabricated partition systems shall be furnished and installed by
         Lessee.

6.       The installation or wiring of telephone and computer (data) outlets is
         not part of The Work. Lessee shall bear the responsibility to provide
         its own telephone and data systems, at Lessee's sole cost and expense.
         Upon expiration or sooner termination of the Lease, Lessee shall remove
         all telephone and data equipment and wiring from the Premises and the
         Building risers upon vacation of same. As part of the Work, Lessor
         shall remove the existing telecommunication wiring in the Premises.

7.       Changes in The Work, if necessary or requested by Lessee, shall be
         accomplished after the execution of the Lease and this Workletter
         Agreement, and without invalidating any part of the Lease or Workletter
         Agreement, by written agreement between Lessor and Lessee ("Change
         Order"). Each Change Order shall be prepared by Lessor, and signed by
         both Lessee and Lessor stating their agreement upon all of the
         following:

         a.       the scope of the change in The Work;

         b.       the cost of the change;

         c.       manner in which the cost will be paid or credited; and

         d.       the estimated extent of any adjustment to the Commencement
                  Date (if any) as a result of the change in The Work.

         Each and every Change Order shall be signed by Lessor's and Lessee's
         respective construction representatives. In no event shall any Change
         Order(s) be permitted without such authorizations. A 10% supervision
         plus 10% overhead charge will be added to the cost of any Change Order
         and to the cost of any other work to be performed by Lessor in the
         Premises after Lessor's completion of The Work. If Lessee shall fail to
         approve any such Change Order within one (1) week, the same shall be
         deemed disapproved in all respects by Lessee and Lessor shall not be
         authorized to proceed thereon. Any increase in the cost of The Work or
         the change in The Work stated in a Change Order which results from
         Lessee's failure to timely approve and return said Change Order shall
         be paid by Lessee. Lessee agrees to pay to Lessor the cost of any
         Change Order promptly upon receipt of an invoice for same, together
         with reasonable supporting documentation. Similarly, any cost savings
         resulting from such Change Order(s) shall be credited to Lessee.
         Lessor's cost for such Change Orders shall be reasonably competitive.

8.       If any change is made after completion of schematic drawings and prior
         to completion of final construction documents which result in a Change
         Order and additional costs, such costs shall be the responsibility of
         Lessee.

9.       Prior to Lessee's occupancy of the Premises, Lessee shall identify and
         list any portion of The Work which does not conform to this Workletter
         Agreement ("Punch List"). Lessor shall review with Lessee all of the
         items so listed and promptly correct or complete any portion of The
         Work which fails to conform to the requirements of this Workletter
         Agreement.

10.      The terms contained in the Lease (which include all exhibits attached
         thereto) constitute Lessor's agreement with Lessee with respect to the
         work to be performed by Lessor on Lessee's behalf. If the architectural
         drawings are in conflict with the terms of the Lease, then the Lease
         shall be deemed the controlling document.

11.      All materials and installations constructed for Lessee within the
         Premises shall become the property of Lessor upon installation. No
         refund, credit or removal of said items is to be permitted at the
         termination of the Lease. Items installed that are not integrated in
         any such way with other common building materials do not fall under
         this provision (e.g., shelving,

                               Exhibit C - Page 2
<PAGE>

         furniture, etc.).

12.      It is agreed that, notwithstanding the date provided in the Lease for
         the Commencement Date, the Term shall not commence until Lessor has
         "substantially completed" all work to be performed by Lessor as
         hereinbefore set forth in Paragraph 3 hereof and as set forth in the
         Lease; provided, however, that if Lessor shall be delayed in
         substantially completing said work as a result of:

         a.       Lessee's failure to approve the plans and specifications in
                  accordance with Paragraph 2 hereof; or

         b.       Lessee's failure to furnish interior finish specifications
                  (i.e., paint colors, carpet selection, etc.), to Lessor by the
                  fifth (5th) working day after Lessor has approved the plans
                  and specifications submitted by Lessee referred to in
                  Paragraph 2 hereof; or

         c.       Lessee's request for materials, finishes or installations
                  other than Lessor's Building Standard; or

         d.       Lessee's changes in The Work; or

         e.       The performance of a person, firm, partnership or corporation
                  employed by Lessee and the completion of the said work by said
                  person, firm, partnership or corporation,

         then the Commencement Date of the term of said Lease shall be
         accelerated by the number of days of such delay and Lessee's obligation
         to pay Fixed Basic Rent and Additional Rent shall commence as of such
         earlier date. Lessor shall notify Lessee if Lessor knows that any act
         or omission of Lessee shall result in a delay of Lessor's substantial
         completion of The Work.

13.      Lessor shall permit Lessee and its agents to enter the Premises prior
         to the Commencement Date in order that Lessee may perform through its
         own non-union contractors (or union contractor if reasonably required
         by Lessor) such other work and decorations as Lessee may desire at the
         same time Lessor's contractors are working in the Premises. The
         foregoing license to enter prior to the Commencement Date, however, is
         conditioned upon:

         a.       Lessee's workmen and mechanics working in harmony and not
                  interfering with the labor employed by Lessor, Lessor's
                  mechanics or contractors or by any other lessee or its
                  mechanics or contractors; and

         b.       Lessee providing Lessor with evidence of Lessee's contractors
                  and subcontractors carrying such worker's compensation,
                  general liability, personal and property insurance as required
                  by law and in amounts no less than the amounts set forth in
                  Article 30 of the Lease. If at any time such entry shall cause
                  disharmony or interference therewith, this license may be
                  withdrawn by Lessor upon forty-eight (48) hours written notice
                  to Lessee. Such entry shall be deemed controlled by all of the
                  terms, covenants, provisions and conditions of said Lease,
                  except as to the covenant to pay Fixed Basic Rent and
                  Additional Rent. Lessor shall not be liable in any way for any
                  injury, loss or damage which may occur to any of Lessee's
                  decorations or installations so made prior to the Commencement
                  Date, the same being solely at Lessee's risk.

14.      No part of the Premises shall be deemed unavailable for occupancy by
         Lessee, or shall any work which Lessor is obligated to perform in such
         part of the Premises be deemed incomplete for the purpose of any
         adjustment of Fixed Basic Rent payable hereunder, solely due to the
         non-completion of details of construction, decoration or mechanical
         adjustments which are minor in character and the non-completion of
         which does not materially interfere with Lessee's use of such part of
         the Premises.

15.      Lessee is responsible for all costs related to the repairs and
         maintenance of any additional or supplemental HVAC systems, appliances
         and equipment installed to meet Lessee's specific requirements. Lessee
         shall purchase a service contract for this equipment so that the
         equipment is covered by such service contract each year of the term of
         the Lease and shall forward a copy of such contract to Lessor.

                               Exhibit C - Page 3
<PAGE>

16.      If construction is to occur in a space occupied by Lessee's employees,
         Lessee shall be liable for all costs associated with a delay if Lessee
         shall fail to comply with a submitted construction schedule to relocate
         personnel, furniture, or equipment. These costs shall include, but not
         be limited to, the following:

         a.       cost of construction workers time wasted;

         b.       cost of any overtime work necessary to meet schedule
                  deadlines; and

         c.       any other costs associated with delays in final completion.

17.      This Workletter Agreement is based on the quantities and specifications
         listed herein. Any change to these specifications shall require the
         recalculation of the construction costs. Such recalculation shall not
         negate any other section of the Lease.

18.      All sums payable by Lessee to Lessor in connection with this Exhibit C
         and any other work to be performed by Lessor within the Premises and
         billable to Lessee shall be deemed Additional Rent.

19.      With respect to the construction work being conducted in or about the
         Premises, each party agrees to be bound by the approval and actions of
         their respective construction representatives. Unless changed by
         written notification, the parties hereby designate the following
         individuals as their respective construction representatives:

         FOR LESSOR:                          FOR LESSEE:

         James Battaglia                      Elizabeth O'Dell
         c/o Mack-Cali Realty Corporation     Vice President - Finance
         11 Commerce Drive                    c/o Alteon Inc.
         Cranford, New Jersey

                               Exhibit C - Page 4
<PAGE>

                                  EXHIBIT C - 1

                   AIR CONDITIONING & HEATING DESIGN STANDARDS

The following are design standards for the Building air-conditioning system for
cooling and heating the air in the subject Building:

1.       During the normal heating season to maintain an average indoor dry bulb
         temperature of not less than 70 degrees F (21 degrees C) or more than
         76 degrees (24.4 degrees C) when the outdoor dry bulb temperature is
         lower than 65 degrees F (18 degrees C) but not lower than 0 degrees F
         (-13 degrees C).

2.       To maintain comfort cooling for an average indoor dry bulb temperature
         of not more than 78 degrees F when the outside dry bulb temperature is
         95 degrees F (24 degrees C).

3.       During the intermediate seasons, when the outside dry bulb temperature
         is below 55 degrees (13 degrees C), cooling will be provided by outside
         air usage in conjunction with operating of return air, outside air and
         exhaust air dampers.

4.       To furnish not less than .10 cubic foot of fresh air per minute per
         square foot of rentable area, and between .20 and 1.0 cubic feet of
         total air per minute, per square foot of rentable occupied space.

5.       Lessor will not be responsible for the failure of the air-conditioning
         system if such failure results from: (i) the occupancy of the Premises
         with more than an average of one (1) person for each one hundred (100)
         usable square feet of floor area; (ii) the installation or operation by
         Lessee of machines and appliances, the installed electrical load of
         which when combined with the load of all lighting fixtures exceeds six
         (6) watts per square foot of floor area and in any manner exceeding the
         aforementioned occupancy and electrical load criteria; or (iii)
         rearrangement of partitioning after the initial preparation of the
         Premises. If interference with normal operation of the air-conditioning
         system in the Premises results, necessitating changes in the air
         conditioning system servicing the Premises, such changes shall be made
         by Lessor upon written notice to Lessee at Lessee's sole cost and
         expense. Lessee agrees to lower and close window coverings when
         necessary because of the sun's position whenever the air conditioning
         system is in operation, and Lessee agrees at all times to reasonably
         cooperate with Lessor and to abide by all the Rules and Regulations
         attached hereto as well as reasonable rules and regulations which
         Lessor may hereafter reasonably prescribe involving the
         air-conditioning system.

                                    -- END --

                               Exhibit I - Page 1
                              Exhibit C-1 - Page 1
<PAGE>

                                    EXHIBIT D

                                CLEANING SERVICES
                             (Five Nights Per Week)

LESSEE'S PREMISES

1.       Vacuum clean all carpeted areas.

2.       Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.

3.       All office furniture such as desks, chairs, files, filing cabinets,
         etc. shall be dusted with a clean treated dust cloth whenever necessary
         and only if such surfaces are clear of Lessee's personal property
         including but not limited to plants.

4.       Empty and wash ashtrays.

5.       Empty wastepaper baskets and remove waste to the designated areas.

6.       All vertical surfaces within arms reach shall be spot cleaned to remove
         finger marks and smudges. Baseboard and window sills are to be spot
         cleaned whenever necessary.

7.       All cleaning of cafeterias, vending areas, kitchen facilities are
         excluded. Lessee may make necessary arrangements for same directly with
         Lessor's cleaning maintenance company. The pantry area of the Premises
         shall be wiped down daily.

8.       Cleaning hours shall be Monday through Friday between 5:30 p.m. and
         11:00 p.m.

9.       No cleaning service is provided on Saturday, Sunday and Building
         Holidays.

10.      Cartons or refuse in excess which can not be placed in wastebaskets
         will not be removed. Lessee is responsible to place such unusual refuse
         in trash dumpster.

11.      Cleaning maintenance company will not remove nor clean tea, office cups
         or similar containers. If such liquids are spilled in waste baskets,
         the waste baskets will be emptied but not otherwise cleaned. Lessor
         will not be responsible for any stained carpet caused from liquids
         leaking or spilling from Lessee's wastepaper receptacles.

12.      Upon completion of cleaning, all lights will be turned off and doors
         locked leaving the Premises in an orderly condition.

13.      Glass entrance doors will be cleaned nightly. Interior glass doors or
         glass partitions are excluded. Lessee may make arrangements for same
         with Lessor's cleaning maintenance company.

COMMON AREAS

1.       Vacuum all carpeting in entrance lobbies, outdoor mats and all
         corridors.

2.       Wash glass doors in entrance lobby with a clean damp cloth and dry
         towel.

3.       Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
         Hard surface floors such as quarry tile, etc., shall be cleaned
         nightly.

4.       Wash, clean and disinfect water fountains.

5.       Clean all elevators and stairwells.

6.       Lavatories -- Men and Women.

         a.       Floors in all lavatories shall be wet mopped each evening with
                  a germicidal detergent to ensure a clean and germ free
                  surface.
         b.       Wash and polish all mirrors, shelves, bright work including
                  any piping and toilet seats.
         c.       Wash and disinfect wash basins and sinks using a germicidal
                  detergent.
         d.       Wash and disinfect toilet bowls and urinals.
         e.       Keep lavatory partitions, tiled walls, dispensers and
                  receptacles in a clean condition using a germicidal detergent
                  when necessary.
         f.       Empty and sanitize sanitary disposal receptacles.
         g.       Fill toilet tissue holders, towel dispensers and soap
                  dispensers. Refills to be supplied by Lessor.

7.       Clean all air ventilation grill work in ceilings.

                               Exhibit D - Page 1
<PAGE>

                                    EXHIBIT E

                                BUILDING HOLIDAYS

                                 BUILDING CLOSED

                               * NEW YEAR'S DAY *

                                * MEMORIAL DAY *

                              * INDEPENDENCE DAY *

                                  * LABOR DAY *

                              * THANKSGIVING DAY *

                                * CHRISTMAS DAY *

                                    -- END --

                               Exhibit E - Page 1
<PAGE>


                                    EXHIBIT F

                           LESSEE ESTOPPEL CERTIFICATE

TO:  MORTGAGEE and/or its affiliates and/or whom else it may concern:

1.       The undersigned is lessee under that certain Lease dated ______________
         ("Lease"), by and between __________________ , as Lessor, and
         ___________________ , as Lessee, covering those certain consisting of
         approximately   gross rentable square feet on the________ (__) floor of
         the building commonly known as ___________________________ , New Jersey
         ("Premises").

2.       The Lease has not been modified, changed, altered or amended in any
         respect (except as indicated following this sentence) and is the only
         Lease or agreement between the undersigned and Lessor affecting said
         Premises. If none, state "none".

3.       The undersigned has made no agreements with Lessor or its agents or
         employees concerning free rent, partial rent, rebate of rental payments
         or any other type of rental concession (except as indicated following
         this sentence). If none, state "none".

4.       The undersigned has accepted and now occupies the Premises, and is and
         has been open for business since______ , 200_. The Lease term began
         ________ , 200_, and the rent for said Premises has been paid to and
         including __________ , 200_, in conformity with the Lease. No rent has
         been prepaid for more than two (2) months. The fixed basic rent being
         paid as above is $ __________ per month. If Lessee is not in full
         possession, whether Lessee has assigned the Lease, sublet all or any
         portion of the Premises, or otherwise transferred any interest in the
         Lease or the Premises, Lessee agrees to provide a copy of such
         assignment, sublease, or transfer upon written request.

5.       Lessee is not in default and the Lease is in full force and effect. As
         of the date hereof, the undersigned is entitled to no credit, no free
         rent and no offset or deduction in rent.

6.       All alterations, improvements, additions, build-outs, or construction
         required to be performed under the Lease have been completed in
         accordance with the terms of the Workletter attached to Lease as
         Exhibit C.

7.       The Lease does not contain and the undersigned doesn't have any
         outstanding options or rights of first refusal to purchase the Premises
         or any part thereof or the real property of which the Premises are a
         part.

8.       No actions, whether voluntary or otherwise, are pending against the
         undersigned under the bankruptcy laws of the United States or any State
         thereof.

9.       There are currently no valid defenses, counterclaims, off-sets,
         credits, deductions in rent, or claims against the enforcement of any
         of the agreements, terms, or conditions of the Lease.

10.      The undersigned acknowledges that all the interest of Lessor in and to
         the above-mentioned Lease is being duly assigned to MORTGAGEE or one of
         its affiliates hereunder and that pursuant to the terms thereof: (i)
         all rental payments under said Lease shall continue to be paid to
         Lessor in accordance with the terms of the Lease unless and until
         Lessee are otherwise notified in writing by MORTGAGEE, or its
         successors or assigns; and (ii) no modification, revision, or
         cancellation of the Lease or amendments thereto shall be effective
         unless a written consent thereto of such MORTGAGEE is first obtained.

11.      The undersigned is authorized to execute this Lessee Estoppel
         Certificate on behalf of Lessee.

Dated this ________ day of __________________ , 200_
LESSEE:

ALTEON INC.

____________________________________
Name:
Title:

                               Exhibit F - Page 1
<PAGE>

                                    EXHIBIT G

                           COMMENCEMENT DATE AGREEMENT

1.0      PARTIES

         THIS AGREEMENT made the _________day of ________, 200_ (hereinafter
         "Agreement"), is by and between ______________ (hereinafter "Lessor"),
         whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive,
         Cranford, New Jersey 07016 and _________________________ (hereinafter
         "Lessee"), whose address is ________________________________.

2.0      STATEMENT OF FACTS

         2.1      Lessor and Lessee entered into a Lease dated ____________,
                  2003 (hereinafter "Lease") setting forth the terms of
                  occupancy by Lessee of approximately ________ gross rentable
                  square feet on the _____ (___) floor (hereinafter "Premises")
                  at _____________________________ (hereinafter "Building"); and

         2.2      The Term of the Lease is for ____________ (__) months with the
                  Commencement Date of the initial Term being defined in the
                  Preamble to the Lease as being subject to change under
                  Articles 27 and 43 thereof; and

         2.3      It has been determined in accordance with the provisions of
                  Articles 27 and 43 of the Lease that ___________, 200_, is the
                  Commencement Date of the Term of the Lease.

3.0      STATEMENT OF TERMS

                  NOW, THEREFORE, in consideration of the Premises and the
         covenants hereinafter set forth, it is agreed:

         3.1      The Commencement Date of the Term of the Lease is ___________
                  , 200_, and the Expiration Date thereof is _____________ ,
                  200_, and the Articles 6 and 9 of the Preamble to the Lease
                  shall be deemed modified accordingly.

         3.2      Article 10 of the Preamble to the Lease shall be deemed
                  modified as follows:

         3.3      This Agreement is executed by the parties hereto for the
                  purpose of providing a record of the Commencement Date and
                  Expiration Date of the Lease, adjust the Term of the Lease and
                  Fixed Basic Rent amount accordingly.

         EXCEPT as modified herein, the Lease covering the Premises shall remain
in full force and effect as if the same were set forth in full herein, and
Lessor and Lessee hereby ratify and confirm all the terms and conditions
thereof.

         THIS AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto, and their respective legal representatives, successors and
permitted assigns.

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements, including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.

         IN WITNESS THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.

MAPLE 6 CAMPUS L.L.C.                        ALTEON INC.

By:      Mack-Cali Realty, L.P., Member

By:      Mack-Cali Realty Corporation, its
General Partner

By:      _____________________________       By:   _____________________________
         Name: Michael K. Nevins                   Name:
         Title: Vice President - Leasing           Title:

                               Exhibit G - Page 1
<PAGE>

                                   EXHIBIT H

                         SAMPLE FORM - LETTER OF CREDIT

                                               [DATE]

TO:
[Name of Beneficiary]
[Address]

                                      Re:      Irrevocable Letter of Credit

Gentlemen:

         By order of our client, _________________________, we hereby establish
our irrevocable Letter of Credit No. ______ in your favor for a sum or sums not
to exceed $__________________ (_________________U.S. Dollars) in the aggregate,
effective immediately.

         This Letter of Credit shall be payable in immediately available funds
in U.S. Dollars. Funds under this credit are payable to you upon your
presentation to us a sight draft drawn on us in the form annexed hereto. All
drafts must be marked: "Drawn under Letter of Credit No. ____ of [Name of
Issuing Bank].

         This Letter of Credit shall expire twelve (12) months from the date
hereof; but is automatically extendable, so that this Letter of Credit shall be
deemed automatically extended, from time to time, without amendment, for one (1)
year from the expiration date hereof and from each and every future expiration
date, unless at least thirty (30) days prior to any expiration date, we shall
notify you by registered or certified mail, or overnight courier service, that
we elect not to consider this Letter of Credit renewed for any such additional
period. The final expiration date hereof shall be no earlier than [fill in
suitable date after expiration of lease].

         This Letter of Credit is transferable and may be transferred one or
more times. However, no transfer shall be effective unless advice of such
transfer is received by us in our standard form.

         We hereby agree to honor each draft drawn under and in compliance with
this Letter of Credit, if duly presented at our offices at
___________________________or at any other of our offices.

         This Letter of Credit is subject to the International Standby Practices
1998, International Chamber of Commerce Publication No. 590.

                                            [Name of Bank]

                                            By:

                       [Annex Bank's Form of Sight Draft]

                               Exhibit H - Page 1
<PAGE>

                                    EXHIBIT I

                              STORAGE SPACE LICENSE

1.0      PARTIES

         1.1      THIS LICENSE made this ______ day of __________ 200_
                  ("License"), by and between ______ ("Licensor"), whose address
                  is c/o Mack-Cali Realty Corporation, 11 Commerce Drive,
                  Cranford, New Jersey 07016, and ________ ("Licensee"), whose
                  address is ______.

2.0      STATEMENT OF FACTS

         2.1      The parties have previously entered into a Lease dated ______,
                  200_ ("Lease"), covering approximately ____ gross rentable
                  square feet of office space on the ___ floor of ______
                  ("Building"); and

         2.2      Licensee desires to utilize approximately ________ square feet
                  of storage space in the Building as shown on Exhibit A
                  attached hereto and made part hereof ("Storage Space").

3.0      TERMS OF LICENSE

         NOW, THEREFORE, in consideration of the Storage Space and the mutual
covenants contained hereinafter, Licensor and Licensee hereby covenant and agree
as follows:

         3.1      The above recitals are incorporated herein by reference.

         3.2      Licensor hereby leases to Licensee and Licensee hereby hires
                  from Licensor the Storage Space, in its "AS-IS" condition.
                  Licensor makes no warranty or representation that the Storage
                  Space is suitable for the use described in Section 3.5 of this
                  License. Licensor is under no obligation to perform any work
                  or provide any materials to prepare the Storage Space for
                  Licensee. In addition, Licensee shall not make any
                  alterations, improvements or additions to the Storage Space
                  without first obtaining the written consent of Licensor, which
                  consent shall not be unreasonably withheld, conditioned or
                  delayed.

         3.3      This License shall have a month-to-month term (unless
                  otherwise terminated in accordance with this License)
                  commencing _______ (the "Effective Date"), but the term shall
                  expire no later than _______. Licensor and Licensee shall have
                  the right to terminate this License upon the last day of each
                  and every month of the term of this License, provided that the
                  terminating party provides at least thirty (30) days' written
                  notice to the other party of its intention to terminate.

         3.4      From and after the Effective Date, Licensee shall pay Licensor
                  a fee applicable to the Storage Space payable in advance on
                  the first (1st) day of each calendar month of the Term in
                  monthly installments, in the sum of ________________________
                  AND ____/100 DOLLARS ($___________) ("License Fee").

         3.5      The Storage Space shall be used for the storage of files,
                  equipment and business records, and for no other purpose.

         3.6      Nothing contained herein shall be construed as granting to
                  Licensee any property or ownership rights in the Storage
                  Space, or to create a partnership or joint venture between
                  Licensor and Licensee.

         3.7      Licensee hereby covenants and agrees to keep the Storage Space
                  and any equipment in or about the Storage Space in good order,
                  repair and condition throughout the term hereof and promptly
                  and adequately repair all damage to the Storage Space or the
                  equipment caused by Licensee.

                               Exhibit I - Page 2
<PAGE>

         3.8      Licensee hereby covenants and agrees not to disrupt, affect or
                  interfere with other occupants in the Building or with any
                  lessee's use and enjoyment of its leased premises or the
                  common areas of the Building.

         3.9      Licensee shall indemnify, exonerate and hold Licensor harmless
                  from and against any and all loss, cost, damage (excluding
                  consequential) and expense of whatever kind arising directly
                  or indirectly from this License, Licensee's use of the Storage
                  Space or from Licensee's breach of this License, including,
                  but not limited to, reasonable attorney's fees and court
                  costs. In addition, any personal property or equipment brought
                  to the Storage Space by Licensee shall be there at the sole
                  risk of Licensee, and Licensor shall not be liable for damage
                  thereto or theft, misappropriation or loss thereof. The
                  provisions of this Section 3.9 shall survive termination of
                  this License.

         3.10     Licensee shall store its files and business records at least
                  eighteen (18") inches (or more as required by fire code or
                  other applicable laws, ordinances, codes, rules or
                  regulations) below the ceiling in the Storage Space to allow
                  proper operation of sprinkler heads.

         3.11     Licensor shall have the right, upon thirty (30) days' prior
                  written notice from Licensor, at Licensor's sole cost and
                  expense, to relocate the Storage Space to another location
                  reasonably designated by Licensor.

         3.12     Licensee shall not sublet the Storage Space or assign or
                  transfer this License, except in connection with the Lease.

         3.13     Licensee represents and warrants to Licensor that no real
                  estate broker(s) was (were) involved in bringing about this
                  License, and Licensee agrees to indemnify and hold Licensor
                  and its mortgagee(s) harmless from any and all claims of any
                  brokers and expenses (including reasonable legal fees) in
                  connection therewith arising out of or in connection with the
                  negotiation of or the entering into this License by Licensor
                  and Licensee. In no event shall Licensor's mortgagee(s) have
                  any obligation to any broker regarding this transaction.

         3.14     This License shall be binding upon and inure to the benefit of
                  the parties hereto, and their respective legal
                  representatives, successors and permitted assigns.

         3.15     Each party agrees that it will not raise or assert as a
                  defense to any obligation under the Lease or this License or
                  make any claim that the Lease or this License is invalid or
                  unenforceable due to any failure of this document to comply
                  with ministerial requirements, including, but not limited to,
                  requirements for corporate seals, attestations, witnesses,
                  notarizations, or other similar requirements, and each party
                  hereby waives the right to assert any such defense or make any
                  claim of invalidity or unenforceability due to any of the
                  foregoing.

         IN WITNESS THEREOF, Licensor and Licensee have hereunto set their hands
and seals the date and year first above written, and acknowledge one to the
other they possess the requisite authority to enter into this transaction and to
sign this License.

LICENSOR:                                     LICENSEE:

MAPLE 6 CAMPUS L.L.C.                         ALTEON INC.

By:      Mack-Cali Realty, L.P., Member

By:      Mack-Cali Realty Corporation, its
         General Partner

By:      _____________________________        By:    ___________________________
         Name: Michael K. Nevins                     Name:
         Title: Vice President - Leasing             Title:

                               Exhibit I - Page 2
<PAGE>

                                    EXHIBIT J

[LETTERHEAD OF ALTEON]

                                                  [DATE]

[VENDOR NAME AND ADDRESS]

                           VENDOR'S SECRECY AGREEMENT

ALTEON INC. ("Alteon") is conducting several basic and applied research programs
utilizing technology on which Alteon has certain proprietary information which
is considered to be secret and confidential and to constitute a valuable
commercial asset. To protect Alteon's proprietary rights to this technology,
Alteon requires each of the vendors and/or contractors ("Vendor") furnishing
goods or services to Alteon for these programs to agree to the following terms
and conditions:

         The Vendor shall not disclose to any third parties any information
concerning (a) the methods, plans, specifications, characteristics, or equipment
design of any goods or services which such Vendor has furnished or will furnish
to Alteon in connection with the aforementioned programs, or (b) the fact that
it is or has been engaged in furnishing such goods or services to Alteon.

         The Vendor shall maintain in confidence and shall not disclose to any
third parties or use for any purpose other than for the benefit of Alteon, any
technical information, whether inventions, formulae, processes, specifications,
characteristics, equipment design, know-how, experience, or trade secrets,
concerning such process and equipment technology which it learns at Alteon or
from an Alteon employee, receives from Alteon or which it is permitted to
observe in connection with its visit or visits to Alteon. Furthermore, the
Vendor shall maintain in confidence and shall not disclose to any third party
any information concerning plans to sell or market any current or future
products of Alteon, which it receives from Alteon or which it is permitted to
observe in connection with its visit or visits to Alteon. Vendor's duty of
confidentiality shall not extend to:

                           any information that, at the time of disclosure, is
in or, after disclosure, becomes publicly known, other than by reason of breach
of this Agreement;

                           any information that prior to disclosure by Alteon,
was already in the possession of the Vendor as evidenced by the written records
kept by the Vendor in the ordinary course of its business, or as evidenced by
proof of actual prior use by the Vendor; and

                           any information which, subsequent to disclosure, is
obtained by the Vendor from a third party (1) who is lawfully in possession of
that Information, (2) who is not in violation of any contractual, legal or
fiduciary obligation to Alteon with respect to that Information, and (3) who
does not prohibit the Vendor from disclosing the Information to others.

                     All information, samples, compositions, drawings, designs,
specifications, forecasts, plans, promotional materials and other technical,
sales or marketing documents which the Vendor receives from Alteon continue to
remain the property of Alteon and will be accepted by such Vendor on the
understanding that: (i) they shall not be copied, reproduced or used in any
other manner except in the authorized and intended purpose and shall be returned
when requested, and (ii) all inventions, developments or improvements related to
any of the foregoing shall be owned solely by Alteon and shall be promptly
disclosed to Alteon.

                               Exhibit J - Page 1
<PAGE>

            Vendor agrees to be bound by the obligation of confidentiality for
three years from the expiration of the lease agreement between Vendor and Alteon
covering premises located at 6 Campus Drive, Parsippany, New Jersey 07054, or
until such time as, and to the extent that, such information is published or is
publicly known.

Please signify your acceptance of the foregoing terms and conditions by signing
and returning to Alteon the enclosed counterpart of this letter which is
provided for that purpose, whereupon this letter will constitute a binding
agreement between us.

                                         ALTEON INC.

                                         By:    ________________________________

                                         Name:  ________________________________

                                         Title: ________________________________

                                         Date:  ________________________________


AGREED TO AND ACCEPTED BY:

By:    _______________________________

Name:  _______________________________

Title: _______________________________

Date:  _______________________________

                               Exhibit J - Page 2