Exhibit 10.2

                                      LEASE

                                     Between


                   DONATO HI-TECH HOLDINGS IV, INC., Landlord

                                       and

                               QMED, INC., Tenant



                              Dated: June 19, 2002



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                                TABLE OF CONTENTS


ARTICLE 1.                 DEMISE OF PREMISES
ARTICLE 2.                 TERM
ARTICLE 3.                 RENT
ARTICLE 4.                 FIXED RENT ADJUSTMENT
ARTICLE 5.                 SECURITY
ARTICLE 6.                 COMPLETION AND POSSESSION
ARTICLE 7.                 USE OF PREMISES
ARTICLE 8.                 REPAIR, REPLACEMENTS, ALTERATIONS
ARTICLE 9.                 TENANT COVENANTS
ARTICLE 10.                LANDLORD'S SERVICES
ARTICLE 11.                ASSIGNMENT, SUBLETTING, ETC.
ARTICLE 12.                LANDLORD'S RIGHTS
ARTICLE 13.                DAMAGE BY FIRE, ETC.
ARTICLE 14.                CONDEMNATION
ARTICLE 15.                COMPLIANCE WITH LAWS
ARTICLE 16.                DAMAGE TO PROPERTY
ARTICLE 17.                SUBORDINATION
ARTICLE 18.                NOTICES
ARTICLE 19.                CONDITIONS OF LIMITATION
ARTICLE 20.                RE-ENTRY BY LANDLORD
ARTICLE 21.                DAMAGES
ARTICLE 22.                WAIVER BY TRIAL BY JURY
ARTICLE 23.                NO WAIVERS
ARTICLE 24.                PARTIES BOUND
ARTICLE 25.                CURING TENANT'S DEFAULTS
ARTICLE 26.                MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE
ARTICLE 27.                TENANT'S ENVIRONMENTAL RESPONSIBILITIES UNDER THE NEW
                           JERSEY INDUSTRIAL SITE RECOVERY ACT (ISRA)
ARTICLE 28.                MISCELLANEOUS
ARTICLE 29.                INABILITY TO PERFORM
ARTICLE 30.                ABANDONED PERSONAL PROPERTY
ARTICLE 31.                EXCULPATION
ARTICLE 32.                ARTICLE HEADINGS
ARTICLE 33.                QUIET ENJOYMENT
ARTICLE 34.                HOLDING OVER
ARTICLE 35.                TENANT'S OPTION

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                               AGREEMENT OF LEASE


Between  DONATO  HI-TECH  HOLDINGS IV, INC., a  corporation  of the State of New
Jersey  (hereinafter  called  "Landlord"),  and QMED, INC., a corporation of the
State of Delaware, (hereinafter called "Tenant").


                                    PREAMBLE

BASIC LEASE PROVISIONS AND DEFINITIONS.

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

         (1)      Date of Lease:    June 19, 2002

         (2)      Exhibits:         The  following  Exhibits  attached  to  this
                                    Lease  are  incorporated  herein  and made a
                                    part hereof:

                     Exhibit A:     Floor Plan(s)
                     Exhibit B:     Landlord's Work
                     Exhibit C:     Rules and Regulations

         (3)      Building:         That certain  three-story office building to
                                    be  constructed  of 79,245  rentable  square
                                    feet  (i.e.   inclusive  of  Common   Areas)
                                    located at 23  Christopher  Way,  Eatontown,
                                    New Jersey  07724 of which  Landlord  is the
                                    owner  in fee  simple.  Landlord  represents
                                    that  the  rentable  square  footage  of the
                                    building was  determined  consistently  with
                                    the rentable  square  footage of the Demised
                                    Premises.

         (4)      Premises or       A portion of the third floor, as outlined on
                  Demised Premises: Exhibit  A.   Landlord  and  Tenant   hereto
                                    stipulate that the Demised Premises consists
                                    of 19,866 rentable square feet, which amount
                                    was  arrived  at by  applying  a 12%  add-on
                                    factor  to  the  usable  square  footage  of
                                    17,738 square feet.

         (5)      Land:             On Tax  Assessment  Map of  the  Borough  of
                                    Eatontown,   Monmouth  County,  New  Jersey.
                                    Block 135, Lot 6.11.
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         (6)      Term:             Five (5) years.

         (7)      Fixed Rent:       The Fixed Rent shall be as follows:

                  Year 1 - Year 5:  During Year 1 through Year 5, the Fixed Rent
                                    shall be $22.00 per  square  foot per annum.
                                    Based  upon the  foregoing,  the Fixed  Rent
                                    shall be $437,052  per annum,  which  amount
                                    shall be paid $36,421.00 per month.

         (8)      Utility Charge:   Landlord shall cause the Demised Premises to
                                    be  separately  metered for electric  usage.
                                    Separate  and  apart  from the  amounts  set
                                    forth in item (7),  above,  Tenant shall pay
                                    directly   to   the    applicable    utility
                                    authority,   the  actual  cost  of  Tenant's
                                    electric usage for the Demised Premises.

         (9)      Tenant's          Twenty-five and 069/1000  (25.069%)  percent
                  Percentage:       based upon the square  footage  set forth in
                                    item (4), above.

         (10)     Base Year:        The Base Year shall be calculated based upon
                                    the  first   twelve   months   of   tenant's
                                    occupancy.

         (11)     Security:         Two (2) months Fixed Rent ($72,842.00).

         (12)     Commencement      Upon  Substantial  Completion  of Landlord's
                  Date:             Work  (Anticipated to be  seventy-five  (75)
                                    days from the  later  of:  (i) the date upon
                                    which  this  Lease  is  fully  executed  and
                                    distributed to the parties; or (ii) the date
                                    which  Tenant  approves,   in  writing,  the
                                    agreed upon floor plan;  provided,  however,
                                    this  date  is  subject  to   adjustment  in
                                    accordance with the provisions of Article 6,
                                    below).

         (13)     Termination Date: The last day  preceding the fifth (5th) year
                                    anniversary of the Commencement Date.

         (14)     Permitted Use:    General Office

         (15)     Tenant's Address:
                           Prior to the Commencement Date:

                                           100 Metro Park South
                                           Lawrence Harbor, New Jersey
                                           Attention: Debra Fenton

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                           After the Commencement Date:

                                           23 Christopher Way
                                           Eatontown, NJ 07724

                           With a copy to:
                                           Moses & Singer, LLP
                                           1301 Avenue of the Americas
                                           New York, New York 10019
                                           Attention: Abraham Skoff, Esq.

         (16)     Landlord's Address:      c/o Donato Contracting
                                           80 Corbett Way
                                           Eatontown, NJ 07724

                           With a copy to:
                                           Ansell Zaro Grimm & Aaron
                                           1500 Lawrence Avenue
                                           Ocean, NJ 07712
                                           Attention: Michael V. Benedetto, Esq.

         (17)     Broker:           Richter  Organization,  LLC  and  Cushman  &
                                    Wakefield  of New Jersey,  Inc.  The brokers
                                    shall  be paid  by  Landlord  pursuant  to a
                                    separate written agreement.

                              W I T N E S S E T H:

         1. DEMISE OF PREMISES;  PARKING.  Landlord does hereby lease and demise
to Tenant, and Tenant does hereby hire and take from Landlord,  upon and subject
to the covenants,  agreements,  terms,  provisions and conditions of this Lease,
the premises for the term together with the non-exclusive right of Tenant to all
of the common areas of the Land,  including the non-exclusive  right,  except as
expressly set forth below,  to use four (4) parking spaces per 1,000 square feet
of the Demised Premises (currently 79 parking spaces).

         Of the parking spaces identified above, Tenant shall have the right, at
its sole cost and expense,  to install signs  indicating the  reservation of ten
(10)  parking  spaces  (the  "Reserved  Parking"),   subject  to  the  following
limitations:  (a)  Landlord  shall have the right to  reasonably  designate  the
location of the Reserved Parking spaces on a  non-discriminatory  basis; (b) any
signage to be installed and  maintained by Tenant shall be done so in accordance
with any and all applicable  requirements of any  governmental  authority having
jurisdiction  of or same and Tenant  shall obtain and keep in force any licenses
which may be required  therefor,  and;  (c) Tenant  obtains  written  consent of
Landlord, which consent shall not be unreasonably withheld.

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         2. TERM. The term shall commence on the  Commencement  Date (subject to
Article 6 hereof) and shall end on the Termination Date or on such other date as
the term may expire or be terminated pursuant to the provisions of this Lease or
pursuant to law.  Whenever  reference is made in this Lease to "lease year", the
same  shall  mean  each  twelve  (12)  month  period  commencing  January  1 and
terminating  December 31,  except that in the event of the  termination  of this
Lease on any day other  than the last day of a lease  year,  then the last lease
year  shall  be the  period  from  the  preceding  January  1 to  such  date  of
termination,  and in the event that the Commencement  Date is other than January
1, then the first year shall be on the period from the  Commencement  Date until
the following December 31.

         3. RENT.

                  A.  The  Fixed  Rent   shall  be  payable  in  equal   monthly
installments  in advance on the first (1st) day of each and every calendar month
during the Term (except that Tenant shall pay the first monthly  installment  on
the  execution  hereof),  plus such  additional  rent and other charges as shall
become due and payable hereunder,  which additional rent and other charges shall
be payable as  hereinafter  provided;  all of which shall be paid to Landlord at
Landlord's  address  set forth  herein,  or at such other place or to such other
person as  Landlord  may  designate  pursuant to the notice  provisions  of this
Lease, in lawful money of the United States of America.  Fixed Rent,  additional
rent and other charges hereunder are sometimes  collectively  referred to herein
as "rent".

                  B.  Tenant  does  hereby  covenant  and  agree to pay the rent
herein  reserved  as and when the same  shall  become due and  payable,  without
demand therefore and without any counter-claim,  set-off or deduction whatsoever
(except as  specifically  set forth  herein),  and to keep and  perform,  and to
permit no violation of, each and every one of the covenants,  agreements, terms,
provisions and conditions  herein  contained on the part and on behalf of Tenant
to be kept and performed.

                  C. There shall be a late charge  equal to five (5%) percent on
all payments of Fixed Rent,  estimated  Operating Expense Increases or estimated
tax payments as provided for hereunder which are made after the tenth (10th) day
of each calendar month. In addition,  there shall be a late charge equal to five
(5%) percent on all payments any other item of rent (i.e. amounts which may vary
or for which  Landlord must notice Tenant of the  amount(s)  due),  which is not
paid within (10) days after  receipt from  Landlord of a notice  regarding  such
payment.  In the event Tenant fails or refuses to pay rent hereunder  beyond any
applicable notice and/or grace period,  Tenant agrees to reimburse Landlord,  as
additional rent hereunder,  for all reasonable  expenses incurred by Landlord in
connection  with the collection of such monies,  including,  but not limited to,
reasonable attorney's fees.

                  D. Whenever in this Lease Tenant is required to pay additional
rent or other  charges to  Landlord,  Landlord  shall have all  remedies for the
collection thereof that it may have for the non-payment of Fixed Rent hereunder.

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                  E. If, by reason of any of the  provisions of this Lease,  the
obligation  of Tenant to commence  the payment of rent under this Lease shall be
on any day  other  than the  first day of a  calendar  month,  the rent for such
calendar  month shall be prorated per diem based upon the actual  number of days
in the applicable month.

         4. FIXED RENT ADJUSTMENT.

                  A. As used in, and for the purposes of this Article:

                           (i)  "taxes"   shall  mean  real  estate   taxes  and
assessments,  special or otherwise,  levied upon or with respect to the Building
and the Land,  imposed by  Federal,  State or local  governments  (but shall not
include  income,  franchise,  capital  stock,  occupancy,  estate or inheritance
taxes, taxes based on receipts of rentals,  gross receipts, or federal and state
taxes on income from the Building, unless the same shall be in substitution for,
in lieu of or in  addition  to a real  estate tax or  assessment,  late  payment
charges and  penalties,  and any taxes imposed in connection  with any change of
ownership of the Building or in  connection  with  assessments  other than those
assessed  after the date of this  Lease and which  are  payable  in the  maximum
number of permitted  installments)  and any personal property taxes imposed upon
the fixtures,  machinery,  equipment,  apparatus,  systems and appurtenances in,
upon or used in connection with the Building and Land for the operation thereof,
provided  that if,  because  of any  change in the  method of  taxation  of real
estate,  any other or  additional  tax or assessment is imposed upon Landlord or
upon or with  respect  to the  Land  and/or  Building  or the  rents  or  income
therefrom,  as or in substitution for or in lieu of or in addition to any tax or
assessment which would otherwise be a real estate tax, or personal  property tax
of the type referred to above, such other tax or assessment shall also be deemed
a real estate tax, but shall be computed as if the building and rents  therefrom
are  the  only  asset  of  Landlord.   Any  taxes  resulting  from  any  special
improvements, upgrades, fixturing for any other tenant at the property, shall be
excluded from the calculation of "taxes".

                           (ii)  "operating  expenses"  shall  mean and  include
those expenses incurred in respect to the operation, maintenance, management and
safekeeping of the Land and Building in accordance  with accepted  principles of
sound  management  and  accounting   practices  as  applied  to  the  operation,
maintenance and safekeeping of first class office buildings. Such expenses shall
include  any and all  expenses  for  capital  improvements  made to the  Land or
Building,  including the parking lot, to reduce operating expenses, or to comply
with any law,  ordinance or  regulation  pertaining to the Land or the Building;
provided, however, that the cost of such improvement shall be amortized over the
useful  life of the  same  in  accordance  with  generally  accepted  accounting
principals.  Accordingly,  such amortized amount shall be added to the operating
expenses  for each year of the  item's  usable  life.  Such  expenses  shall not
include (i) interest  and  amortization  payments on any mortgage or  mortgages,
(ii)  depreciation  and rental under any ground or  underlying  lease or leases,
(iii) any  electricity  or other  operating  expense  paid for or payable by any
tenant of the  building,  (iv)  wages,  salaries  and  fringe  benefits  paid to

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executive personnel or officers or partners of Landlord; (v) depreciation of the
Building or its equipment; (vi) costs relating to the solicitation and execution
of leases of space in the Building; (vii) costs of operating commercial space in
the Building; (viii) costs of correcting defects in construction of the Building
or its equipment, other than conditions (not occasioned by construction defects)
resulting  from ordinary  wear and tear;  (ix) costs of repairs made by Landlord
because of the total or partial destruction of the Building or condemnation of a
portion of the  Building;  (x)  increases  in  insurance  premiums to the extent
caused or attributable to the use, occupancy or act of another tenant;  (xi) the
cost of any items for which  Landlord is  reimbursed  by  insurance or otherwise
compensated  by parties  other than tenants of the Building  pursuant to clauses
similar to this  paragraph;  (xii) the cost of  construction of the Building and
any additions to the Building  subsequent to the date of original  construction;
(xiii)  costs of any repairs,  alterations,  additions,  replacements  and other
items  which  under  generally  accepted  accounting   principles  are  properly
classified as capital  expenditures  (except that capital improvements which are
expressly  permitted above shall not be exclusions);  (xiv) the cost of any work
or service  performed for or facilities  furnished to any tenant of the Building
to a greater  extent or more favorable to such tenant than that performed for or
furnished  to Tenant;  (xiv) the cost of  alterations  of space in the  Building
leased to other  tenants;  and (xv) the cost of  overtime  or other  expense  to
Landlord in curing its defaults or performing work expressly  provided herein to
be borne at  Landlord's  expense.  Operating  expenses  shall be  limited to the
reasonable cost of materials or services provided.

                           (iii)  "base   expenses"  shall  mean  the  operating
expenses for the Base Year.

                           (iv) "lease  year" shall mean each  calendar  year in
which occurs any part of the term subsequent to the Base Year.

                           (v) "tax year" shall mean each calendar year in which
occurs any part of the term subsequent to the Base Year.

                  B. At the end of the Base  Year,  Landlord  shall  provide  to
Tenant an estimate of the anticipate Operating Expense Increase and Tenant shall
pay to Landlord,  on a monthly basis,  1/12 of such estimate.  Subsequent to the
end of each lease year,  Landlord  will furnish  Tenant a statement  which shall
show a comparison of the operating  expenses for the preceding lease year to the
base  expenses.  On the  first  day for the  payment  of  Fixed  Rent  hereunder
following the furnishing of such comparative statement,  (i) Tenant shall pay to
Landlord  a sum  (the  "Operating  Expense  Increase")  equal  to the  operating
expenses for the preceding  calendar  year less the base expenses  multiplied by
Tenant's  Percentage  (less any sums  previously  paid by Tenant to  Landlord on
account of such increases for such preceding  calendar year),  (ii) Tenant shall
pay  to  Landlord,  on  account  of the  current  lease  year,  a sum  equal  to
one-twelfth  (1/12th)  of the  expense  increase  as  shown  on the  comparative

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<PAGE>

statement  multiplied by the number of months then elapsed  commencing  with the
first day of the current  lease year and, in  advance,  one-twelfth  (1/12th) of
such  expense  increase  in  respect  of  the  then  current  month;  and  (iii)
thereafter, until a different comparative statement shall be submitted to Tenant
as above  provided,  the monthly  installments  of Fixed Rent payable under this
Lease  shall be  increased  by an amount  equal to  one-twelfth  (1/12th) of the
expense  increase  as shown  on the  comparative  statement.  In the  event  the
comparative  statement  indicates an overpayment by Tenant  hereunder,  Landlord
shall credit the next monthly  rental  payment by Tenant with an amount equal to
such overpayment.

                  C. At the end of the Base Year, Landlord will furnish Tenant a
statement  which shall show a  comparison  of the taxes for the then current tax
year over the base year. The increase, if any, of taxes for the then current tax
year  over the tax base,  when  multiplied  by  Tenant's  Percentage,  is herein
referred  to as the "tax  increase".  On the first day for the  payment of Fixed
Rent  hereunder  following the  furnishing of such  comparative  statement,  (i)
Tenant  shall pay to  Landlord a sum equal to  one-twelfth  (1/12th)  of the tax
increase  multiplied by the number of months elapsed  commencing  with the first
day of the then  current tax year and, in advance,  one-twelfth  (1/12th) of the
tax increase in respect of the then current month; and (ii) thereafter,  until a
different  comparative statement shall be submitted to Tenant as above provided,
the monthly  installments of Fixed Rent payable under this Lease be increased by
an amount equal to one-twelfth  (1/12th) of the tax increase.  If Landlord shall
receive a refund of taxes for any  calendar  year as to which  Tenant has paid a
tax increase, Landlord shall reimburse to Tenant Tenant's proportionate share of
such  refund,  less a pro  rata  share  of any  costs or  expenses  incurred  in
connection  with such refund within 30 days after receipt of such refund.  Taxes
for the Base Year shall be adjusted so as not to be less than the taxes as would
be  levied  or  assessed  on the  Land as a  completed  Building  and not upon a
building in construction. Landlord represents to Tenant that there is no current
tax  abatement  affecting  the Building or the Land as of the  execution of this
Lease.

                  D. If Tenant  shall  dispute in writing any  specific  item or
items included by Landlord in any statement  furnished by Landlord to Tenant and
such dispute is not  amicably  settled  between the  Landlord and Tenant  within
sixty  (60) days  after  statement  therefor  has been  rendered,  Tenant  shall
continue to pay such disputed amount,  without right of setoff,  until such time
as the parties  have reached a final  resolution  of the issue  whether  through
negotiation, settlement or judicial intervention.

                  E.  In the  event  that  (i)  the  Building  is  not at  least
ninety-five  (95%) percent  occupied  during the Base Year or any other calendar
year during the Term,  or (ii)  Landlord is not  supplying  services to at least
ninety-five (95%) percent of the total rentable area of the Building at any time
during the Base Year or any other  calendar  year  during  the Term,  the actual
operating  expenses and taxes for the Base Year for the purposes of this Section
4 shall be determined as if the Building were ninety-five (95%) percent occupied
and Landlord had been  supplying  services to  ninety-five  (95%) percent of the
total rentable area of the Building during such year.

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                  F.  Landlord  shall keep,  for a period of one hundred  twenty
(120) days after  statements are rendered as provided in this Article 4, records
in reasonable  detail of the items covered by such  statements  and shall permit
Tenant,  upon the giving of reasonable  prior notice,  to examine and audit such
records to verify such statements, at reasonable times during business hours. If
an audit reveals that Landlord's  calculation of the Operating  Expense Increase
or Tenant's  tax increase has been  overstated  by more than five (5%)  percent,
Landlord shall reimburse Tenant for the reasonable cost of such audit and refund
any  overpayment to Tenant,  which refund may be paid vis-a-vis a credit against
future obligations of Tenant.

         5.  SECURITY.  Tenant has  deposited  the  Security  with  Landlord  as
security for the faithful  performance  and  observance  by Tenant of the terms,
provisions and  conditions of this Lease.  It is agreed that in the event Tenant
defaults  in respect  of any of the terms,  provisions  and  conditions  of this
Lease, including, but not limited to, the payment of rent, beyond any applicable
notice  and/or cure period,  Landlord may use,  apply or retain the whole or any
part of the  Security to the extent  required for the payment of any rents as to
which Tenant is in default  beyond any  applicable  notice and/or cure period or
for any sum which Landlord may  reasonably  expend or may reasonably be required
to expend by reason of Tenant's default beyond any applicable notice and/or cure
period in respect of any of the terms,  covenants and  conditions of this Lease,
including,  but not limited to, any damages or deficiency  in the  re-letting of
the premises, whether such damages or deficiency accrued before or after summary
proceedings or other re-entry by Landlord.  To the extent that Landlord,  during
the term hereof,  so uses,  applies or retains all or any part of the  Security,
Tenant shall,  within ten (10) days restore the Security to its original amount.
The Security (less any portions thereof used, applied as retained by Landlord in
accordance  with the  provisions  of this Article 5) shall be returned to Tenant
within  thirty  (30) days after the  termination  date (or after such other date
when the term may expire or be terminated, without the fault of Tenant, pursuant
to the provisions of this Lease or pursuant to law) and after delivery of entire
possession of the premises to Landlord in accordance with the provisions of this
Lease.  In the event of a sale or  leasing  of the Land and  Building,  Landlord
shall have the right to transfer the Security to the vendee or lessee,  and upon
such transfer, Landlord shall thereupon be released by Tenant from all liability
for the return of such  Security,  and Tenant agrees to look to the new Landlord
solely for the return of said Security.  It is agreed that the provisions hereof
shall apply to every such  transfer or assignment  made of the Security.  Tenant
further  covenants  that it will not assign or  encumber or attempt to assign or
encumber the Security and that neither  Landlord nor its  successors and assigns
shall be bound by any such  assignment,  encumbrance,  attempted  assignment  or
attempted encumbrance.

         6. COMPLETION AND POSSESSION.

                  A.  Landlord  shall  exercise  reasonable  diligence and shall
endeavor  to  complete  the items set forth on Exhibit B,  entitled  "Landlord's
Work", on or before  seventy-five (75) days from the later of: (i) the date upon
which this Lease is fully executed and  distributed to the parties;  or (ii) the
date  which  Tenant  approves,  in  writing,  the  agreed  upon  floor plan (the
"Anticipated  Commencement  Date").  The Anticipated  Commencement Date shall be
subject to actual delay by causes beyond the  reasonable  control of Landlord or

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by the action or inaction of Tenant. The parties expressly acknowledge and agree
that under no circumstances shall the Commencement Date occur prior to September
1, 2002. If the Landlord's Work is not Substantially Complete within the meaning
of this  Article 6 by thirty  (30) days from the later of:  (x) the  Anticipated
Commencement  Date; or (y) September 1, 2002; (each of the foregoing  subject to
extension for Tenant delays and matters  beyond  Landlord's  control as provided
for in this Lease) (the "Outside  Delivery Date"),  then this Lease shall not be
affected thereby but, in such case, the Commencement  Date shall be deemed to be
postponed until the date when the Landlord's Work is Substantially  Complete and
Tenant shall not have any claim  against  Landlord,  and Landlord  shall have no
liability  to Tenant,  by reason of any such  postponement,  except  that Tenant
shall  receive one (1) day's free rent for each day beyond the Outside  Delivery
Date.  If Landlord  is unable to deliver  possession  within one hundred  eighty
(180) days of the Anticipated Commencement Date, Tenant shall thereafter,  prior
to delivery of occupancy,  have the right to terminate  this Lease upon ten (10)
days  written  notice  to  Landlord.  During  said ten (10) day  notice  period,
Landlord shall have the right to deliver the Demised Premises in accordance with
the terms of this Lease and, in such case, the delivery of the Demised  Premises
shall nullify Tenant's  termination notice.  Should Landlord fail to deliver the
Demised  Premises  within ten (10) days of  Tenant's  notice,  this Lease  shall
terminate and Landlord will promptly  return to Tenant the Security  Deposit and
any prepaid  rents.  The parties hereto agree that this Article 6 constitutes an
express  provision as to the time in which  Landlord has to complete  Landlord's
Work and,  except as expressly set forth herein to the  contrary,  Tenant hereby
waives any rights to  rescind  this Lease  which  Tenant  might  otherwise  have
pursuant to any law now or hereafter in force.

                  B. The premises  shall be deemed  Substantially  Complete upon
the  issuance of a  Certificate  of  Occupancy  (temporary  or final)  following
completion  of  Landlord's  Work.  Upon  Substantial  Completion,   the  project
architect  shall notify the Landlord  and/or Tenant that the Landlord's  Work is
substantially  complete.  At that time,  Landlord  shall  send  notice to Tenant
confirming  that the  project is  substantially  complete  and the notice  shall
further fix the actual square footage of the Demised  Premises  (determined in a
manner  consistent with the square footage of the Building),  the Fixed Rent and
the Tenant's  Percentage,  as well as the Commencement  Date and the Termination
Date.  Upon such notice,  the aforesaid  terms shall be fixed for the balance of
the Lease and shall not be subject to remeasurement and/or adjustment.

                  C. Tenant, by entering into possession of the premises for the
conduct  of its  business,  shall be  conclusively  deemed to have  agreed  that
Landlord up to the time of such  possession has performed all of its obligations
hereunder and that the premises are in satisfactory  condition as of the date of
such possession subject to punch list items and latent defects.

                                       9
<PAGE>

                  D. In the event possession of the premises (herein referred to
as the "possession date") is delivered to Tenant pursuant to this Article 6 on a
day other than the  Commencement  Date set forth in the  Preamble to this Lease,
then the Commencement  Date shall be deemed to be the same day as the possession
date and the  termination  date set forth in the Preamble to this Lease shall be
adjusted  accordingly  and the  term of the  Lease,  as also  set  forth in said
Preamble,  shall  remain the same.  For  purposes  of this  Article 6D, the term
"possession"  shall mean Tenant's  occupancy for the conduct of its business and
not merely Tenant's access to complete  Tenant's Work as contemplated in Article
6E, below.

                  E.  Tenant  shall  have the  right to enter  into the  Demised
Premises prior to the Commencement Date to complete its initial  installation of
such things as telephone and computer  wiring,  installation  of trade fixtures,
furniture and appliances and any other work which may be reasonably  approved by
Landlord.  Tenant's  right  to  enter  into the  Demised  Premises  prior to the
Commencement Date shall be subject to the following limitations:

                           (i)  Tenant  shall  only  use  insured   professional
contractors  to  complete  any work  (other  than  the  installation  of  office
equipment) in the Demised Premises;

                           (ii)   Any  work  to  be   completed   prior  to  the
Commencement  Date shall be coordinated  with and through  Landlord so as not to
interfere with Landlord's operations; and

                           (iii) Tenant's work in the Demised Premises shall not
be  performed  at such  times  or in such  manner  so as to  delay  Landlord  in
completion of the Landlord's Work.

                  F.  Tenant  shall  have  the  right to move  into the  Demised
Premises  during or after  Business Hours and on or other than Business Days and
use  the  freight  and/or  passenger  elevators  (with  appropriate   protection
therefor)  for such  purpose,  without  payment of  additional  cost  (including
overtime) to Landlord. Provided, however, in the event of damage to the Building
or the elevators, Tenant shall be responsible to reimburse Landlord for the cost
of repairs.

         7. USE OF PREMISES.

                  A.  The  premises  shall  be used  and  occupied  only for the
permitted  use  described  in the Preamble to this Lease and for no other use or
purpose.  Tenant  shall not use or permit  the use of the  premises  or any part
thereof in any way which would  violate any  certificate  of  occupancy  for the
Building or premises  (which  Landlord  represents  permits  the  permitted  use
hereunder),  or  any  of  the  covenants,   agreements,  terms,  provisions  and
conditions of this Lease or for any unlawful  purposes or in any unlawful manner
and Tenant  shall not suffer or permit the  premises  or any part  thereof to be
used in any manner or anything to be done  therein or suffer or permit  anything

                                       10
<PAGE>

to be brought into or kept in the premises which, in the reasonable  judgment of
Landlord,  shall  in any way  materially  impair  or  interfere  with any of the
Building  services  or  the  proper  and  economical  heating,   cleaning,   air
conditioning or other  servicing of the Building or the premises,  or materially
impair or  interfere  with the use of any of the other areas of the Building by,
or occasion unreasonable  discomfort,  inconvenience or annoyance to, any of the
other tenants or occupants of the Building.

                  B. If any  governmental  license  or  permit  (other  than the
certificate of occupancy required to be obtained by Landlord pursuant to Article
6 hereof, if required by the applicable  municipality) shall be required for the
proper and lawful conduct of Tenant's  business or other activity  carried on in
the premises  (other than the  permitted use  hereunder),  and if the failure to
secure such license or permit would, in any way,  affect  Landlord,  Tenant,  at
Tenant's  expense,  shall duly procure and  thereafter  maintain such license or
permit  and submit the same to  inspection  by  Landlord.  Tenant,  at  Tenant's
expense,  shall, at all times, comply with the terms and conditions of each such
license or permit.

                  C. If by reason  of  failure  of  Tenant  to  comply  with the
provisions  of this  Lease,  including  but not  limited  to the manner in which
Tenant uses or occupies the premises  (other than the permitted use  hereunder),
the  insurance  rates  shall  at the  commencement  of the  term or at any  time
thereafter  be higher than it otherwise  would be, then Tenant  shall  reimburse
Landlord, as additional rent hereunder,  for that part of all insurance premiums
thereafter  paid or incurred by Landlord,  which shall have been charged because
of such  failure or use by  Tenant,  and  Tenant  shall make such  reimbursement
within twenty (20) days following the billing to Tenant of such  additional cost
by Landlord.

                  D. Notwithstanding  anything to the contrary contained in this
Lease, Tenant shall be entitled to use of the Premises during and after Business
Hours (as defined in Article 10),  without any extra hours charges for such use.
However,  the foregoing  shall not relieve the Tenant from paying the extra hour
charges for HVAC services identified in, and as requested by Tenant, pursuant to
Article  10G.2,  below.  Tenant  acknowledges  that certain of the Building Base
Services to the Common Areas will be limited at times other than Business Hours.
By way of example,  but not limitation,  the lighting in Common Areas is reduced
by approximately one-half (1/2) during non-Business Hours.

                                       11
<PAGE>

         8. REPAIRS, REPLACEMENTS, ALTERATIONS.

                  A. Tenant shall take good care of the Demised Premises and the
fixtures and appurtenances  therein.  Tenant shall make, at its own expense, all
repairs and  replacements  required to keep the Demised Premises and fixtures in
good  working  order and  condition  except  (1)  structural  and roof  repairs,
maintenance  and  replacement  (as  necessary),  (2)  maintenance,   repair  and
replacement  (as necessary) of building  systems  located outside of the Demised
Premises,  (3) repairs as may be required of Landlord in furnishing the services
specified in Article 10 hereof,  and (4) repairs required to be made by Landlord
pursuant to this  Article 8 or Article 13 hereof.  The cost of  subsections  (1)
through (4) shall be deemed  "operating  expenses" as provided in and subject to
Article 4A(ii), above.

         All  repairs  made by Tenant  shall be at least equal in quality to the
original work. Tenant shall not make any installations,  alterations,  additions
or improvements in or to the Demised Premises without first obtaining Landlord's
written  consent  thereto  (which  consent shall not be  unreasonably  withheld,
conditioned  or  delayed),  and shall make the same and all repairs only between
such hours and by such contractors or mechanics as may be supplied or reasonably
approved by Landlord.  Notwithstanding  the foregoing,  Tenant may,  without the
prior written consent of Landlord,  make alterations which are (x) decorative in
nature (y)  nonstructural  in nature for the cumulative cost of $20,000 or less;
or (z) cannot be seen or viewed from the  exterior of the Building or the Common
Areas. All alterations,  decorations,  installations,  additions or improvements
upon the Demised  Premises  made by either party  (including  but not limited to
paneling, partitions, railings, and the like), except Tenant's movable fixtures,
personal  property and furniture,  shall,  unless Landlord elects  otherwise (by
notice in writing to Tenant given  together with  Landlord's  consent  therefor)
become the property of Landlord and shall remain upon, and be surrendered  with,
said  premises,  as a part thereof,  at the end of said term or renewal term, as
the case may be. If Landlord shall elect otherwise, then Tenant shall remove, at
its expense, such alterations,  installations, additions or improvements made by
Tenant upon the premises as Landlord shall specify,  and Tenant shall repair any
damage to the premises  caused by such removal at Tenant's sole expense prior to
the termination date. With respect to any such Tenant alterations,  decorations,
installations,  additions or improvements  upon the Demised  Premises,  Landlord
shall have the  option of  performing  all such work for  Tenant at  competitive
rates and terms to be agreed upon.

                  B. If,  because  of any acts or  omission  of Tenant or anyone
claiming through or under Tenant,  any mechanic's or other lien or order for the
payment of money shall be filed  against the Demised  Premises,  the Land or the
Building,  or against  Landlord  (whether  or not such lien or order is valid or
enforceable as such), Tenant shall, at Tenant's own cost and expense,  cause the
same to be canceled and  discharged  of record or bonded within thirty (30) days
after the notice of filing thereof, and shall, in the event it is due to Tenant,
also  indemnify and save  harmless  Landlord from and against any and all costs,
expenses,   claims,  losses  or  damages,  including  reasonable  counsel  fees,
resulting therefrom or by reason thereof.

                                       12
<PAGE>

                  C. In the event  Tenant makes any  repairs,  replacements,  or
alterations in or to the Demised  Premises,  any  contractors or  subcontractors
employed  by  Tenant  shall  employ  only  such  labor  as will  not  result  in
jurisdictional  disputes  with any labor unions or strikes  against or involving
the Landlord or the Building.  Tenant will inform Landlord,  in writing,  of the
names of contractors and/or  subcontractors  Tenant proposes using to do work on
its behalf within the Building at least seven (7) days prior to the beginning of
any permitted work. Landlord reserves the right, in its reasonable judgment,  to
reject any and all of the proposed contractors and/or  subcontractors based upon
such  factors.  In the event of any  strike or  dispute,  Tenant  will cause any
persons  involved in such work and  causing  such strike or dispute to leave the
Demised Premises immediately after receipt of notice from Landlord demanding the
same.

                  D. Landlord shall  maintain in good condition and repair,  and
shall make all structural and  non-structural  repairs to, the base building and
the Common  Areas of the  Building,  and in a manner  comparable  to  comparable
multi-story  office  buildings in the general  geographic  area of the Building,
including,  without  limitation,  the Building  systems,  the roof, the exterior
walls, the windows and doors of the Building, the interior and exterior Building
structure,  the  lobby,  the  elevators,   and  all  mechanical,   life  safety,
electrical, plumbing and HVAC components serving the Building.

                  E. Tenant, at Tenant's sole cost and expense, may install, for
use within the Demised Premises, one or more supplemental air conditioning units
within the Demised  Premises.  In  connection  therewith,  Tenant shall have the
right to install the ducts and other equipment needed to distribute the cool air
generated  thereby  within  the  Demised  Premises  and to vent the  return  air
generated thereby from the Demised  Premises.  In connection with the foregoing,
Tenant   agrees   that  any   utilities   associated   with  such   supplemental
air-conditioning unit will not be connected to the building services, but rather
will be  attached to the  utilities  to be paid for by Tenant.  Further,  Tenant
agrees to permit  Landlord to review any and all  mechanical  drawings  prior to
such  installation.  Landlord shall have the right to approve such installation,
which approval shall not be unreasonably withheld, conditioned nor delayed.

         9. TENANT COVENANTS. Tenant covenants and agrees that Tenant will:

                  A.   Faithfully   observe   and  comply  with  any  Rules  and
Regulations  which  Landlord may make and may  communicate in writing to Tenant,
which, in the reasonable  judgment of Landlord,  shall be necessary or desirable
for the reputation,  safety, care or appearance of the Land and Building, or the
preservation of good order therein, or the operation, maintenance or safekeeping
of the Land and Building, or the equipment thereof, or the comfort of tenants or
others in the Building; provided, however, that (i) in the case of any conflict,
the  provisions  of this Lease shall  control,  (ii) provided that the Rules and
Regulations are evenly applied to all tenants,  nothing  contained in this Lease
shall be construed to impose upon Landlord any duty or obligation to enforce the
Rules and Regulations upon any other tenant,  its servants,  employees,  agents,
visitors, invitees, subtenants or licensees.

                                       13
<PAGE>

                  B. Upon reasonable prior notice during Business Hours,  permit
Landlord and any mortgagee of the Building or of the Building and the Land or of
the interest of Landlord  therein and any lessor under any ground or  underlying
lease, and their representatives, to enter the premises at all reasonable hours,
for  the  purposes  of  inspection,  or  of  making  repairs,   replacements  or
improvements in or to the Building or equipment,  or of complying with any laws,
orders, and requirements of governmental or other authority or of exercising any
right  reserved  to  Landlord  by this  Lease  (including  the right  during the
progress of any such repairs,  replacements or improvements or while  performing
work and furnishing  materials in connection  with the compliance  with any such
laws,  orders  or  requirements  to keep and  store  within  the  premises  in a
reasonable  manner (and  thereafter  promptly  remove) all necessary  materials,
tools and  equipment);  provided  however that Landlord agrees to use reasonable
efforts not to interfere with or interrupt  Tenant's  business  operation in the
Premises and all trade fixtures and other  equipment owned by Tenant and located
in the Premises. Nothing herein contained, however, shall be deemed or construed
to impose upon  Landlord or any  mortgagee  of  Landlord's  interest in the Land
and/or Building, any obligation,  responsibility or liability whatsoever for the
care,  supervision  or repair of the  premises or Building or any parts  thereof
other than as herein provided, except to the extent caused by such party's gross
negligence or willful misconduct.

                  C. Make no claim against  Landlord for any injury or damage to
Tenant or to any other person for any damage to, or loss (by theft or otherwise)
of, or loss of use of, any  property  of Tenant or of any other  person,  unless
caused by the gross negligence or willful misconduct of Landlord, its employees,
agents or servants.

                  D. Not bring or keep in the premises  any property  other than
such as might normally be brought upon or kept in the premises as an incident to
the  reasonable  use of the  premises for the  purposes  herein  specified or in
connection with the conduct of Tenant's business therein.

                  E. Not violate,  or permit the  violation  of, any  reasonable
conditions  imposed by  Landlord's  insurance  carriers,  and not do anything or
permit  anything to be done (other than the permitted  use), or keep anything or
permit anything to be kept, in the premises,  which would increase the insurance
rates on the  Building  or the  property  therein,  or  which  would  result  in
insurance companies of good standing refusing to insure the Building or any such
property in amounts and against risks as reasonably determined by Landlord.

                  F.  Permit  Landlord,  upon  prior  reasonable  notice  during
business hours with the six (6) month period next preceding the termination date
with respect to all or any part of the premises, to show the same to prospective
new tenants.

                                       14
<PAGE>

                  G.  Quit and  surrender  the  premises  at the  expiration  or
earlier termination of the term broom clean and in as good condition as ordinary
wear and reasonable use will permit,  except for repairs caused by fire or other
casualty,  and,  subject to  Landlord's  exercise  of the  election  provided in
Article 8, with all  installations,  alterations,  additions  and  improvements,
including partitions which may have been installed by either of the parties upon
the premises (except that Tenant's  removable trade fixtures,  personal property
and furniture shall remain Tenant's property, and Tenant shall remove the same).
Tenant's obligations to observe and perform this covenant shall survive the said
expiration or earlier termination of this Lease.

                  H. At any time and from  time to time  upon not less  than ten
(10) days prior notice by Landlord to Tenant,  execute,  acknowledge and deliver
to Landlord, or to anyone Landlord shall designate, a statement of Tenant (or if
Tenant is a corporation, an appropriate officer of Tenant) in writing certifying
that this Lease is unmodified  and in full force and effect  (except as modified
and  stating  the  modifications),  and the dates to which rent has been paid in
advance, if any, and stating whether or not, to the best knowledge of the signer
of such  certificate  Landlord  is in default in  performance  of any  covenant,
agreement,  term,  provision  or  condition  contained in this Lease and, if so,
specifying  each such default of which the signer may have  knowledge;  it being
intended that any such statement delivered pursuant hereto may be relied upon by
any lessor under any ground of underlying lease, or any lessee or mortgagee,  or
any prospective purchaser,  lessee,  mortgagee,  or assignee of any mortgage, of
the Building and/or the Land or of Landlord's interest therein.

                  I. Except to the extent  caused by the  negligence  or willful
misconduct of Landlord, its contractors, agents or employees, indemnify and save
harmless  Landlord  against  and from any and all  claims by or on behalf of any
person or  persons,  firm or firms,  corporations,  arising  from the conduct or
management  of or from any  work or thing  whatsoever  done by or on  behalf  of
Tenant in or about the Demised Premises as well as from the use and occupancy of
the premises by Tenant, and further indemnify and save Landlord harmless against
and from any and all claims  arising  from breach or default  beyond  applicable
notice  and/or  cure  period  on the part of Tenant  in the  performance  of any
covenant  or  agreement  on the part of Tenant to be  performed  pursuant to the
terms of this Lease,  or arising from any act or  negligence  in the premises of
Tenant, or any of its agents, contractors, servants, employees or licensees, and
from and against all reasonable  costs,  counsel fees,  expenses and liabilities
incurred in or about any such claim or action or proceeding brought thereon; and
in case any action or  proceeding be brought  against  Landlord by reason of any
such claim, Tenant, upon notice from Landlord,  covenants to resist or defend at
Tenant's expense such action or proceeding by counsel reasonably satisfactory to
Landlord.

                  J. Not place this Lease on record  without  the prior  written
consent of Landlord.  At the request of Landlord or Tenant,  Tenant and Landlord
will execute a memorandum of lease for recording purposes containing  references
to such provisions of this Lease as Landlord and Tenant shall deem necessary.

                                       15
<PAGE>

                  K. [INTENTIONALLY OMITTED]

                  L. During the term  hereof,  maintain  and deliver to Landlord
public  liability  and  property  damage  insurance  policies  (or  certificates
thereof) with respect to the premises, in which Landlord,  Tenant and Landlord's
mortgagee  and/or  ground  lessor,  if  required,  shall be named as  additional
insureds,  for a minimum of Two Million  ($2,000,000)  Dollars  combined  single
limit for coverage  purposes  only,  with no obligation on the part of Landlord,
Landlord's  mortgagee  and/or  ground  lessor to pay  premiums.  Such  policy or
policies  shall be in such form and with such  insurance  companies  as shall be
reasonably satisfactory to Landlord with provision for at least thirty (30) days
notice to  Landlord  of  cancellation  and shall  name  Landlord  as  additional
insured. At least ten (10) days before the expiration of any such policy, Tenant
shall supply Landlord with a substitute therefor with evidence of payment of the
premiums  thereof.  If such  premiums  shall not be so paid and/or the  policies
therefor  shall not be so  delivered,  then  Landlord  may,  after ten (10) days
written  notice to Tenant,  procure  and/or pay for the same and the  amounts so
paid by Landlord  shall be added to the  installment of rent becoming due on the
first of the next  succeeding  month and shall be collected as  additional  rent
hereunder.

         10. LANDLORD'S SERVICES.  Landlord shall furnish the following services
on a 24 hours basis (except for overtime HVAC and janitorial services):

                  A. Air cooling during  "Business Hours" on "Business Days" (as
those  terms are  hereinafter  defined)  when,  in the  reasonable  judgment  of
Landlord,  it may be  required  for the  comfortable  occupancy  of the  Demised
Premises in accordance with the HVAC  specifications  for the Building  attached
hereto as Exhibit E. During  Business  Days and similar  hours,  Landlord  shall
provide  ventilation  for the Demised  Premises.  Tenant at all times  agrees to
cooperate fully with Landlord and to abide by all  regulations and  requirements
which  Landlord  may  reasonably   prescribe  for  the  proper  functioning  and
protection of its heating,  air conditioning and ventilation  systems.  Landlord
shall  have free  access to any and all  mechanical  installations  of  Landlord
within  the  Premises,  including  but not  limited  to air  conditioning,  fans
ventilating  and machine rooms and  electrical  closets;  and Tenant agrees that
there shall be no construction of partitions or other  obstructions  which might
unreasonably  interfere with  Landlord's  full access  thereto,  or unreasonably
interfere  with the moving of  Landlord's  equipment to and from the  enclosures
containing said installations.  Tenant agrees that Tenant, its agents, employees
or contractors  shall not at any time enter the said  enclosures or tamper with,
adjust,  touch or  otherwise  in any  manner  affect  Lessor's  said  mechanical
installations.

                  B.  Heat,  when  and  as  required  by  law  or  as  otherwise
reasonably required, on Business Days during Business Hours.

                                       16
<PAGE>

                  C. Janitorial Services for the Demised Premises.  Tenant shall
pay to Landlord the cost of removal from the Building of any of Tenant's  refuse
and rubbish which exceeds the refuse and rubbish usually  attendant upon the use
of such premises as offices. Bills for the same shall be rendered by Landlord to
Tenant and shall be due and payable  within twenty (20) days after the date when
rendered,  and the amount of such bills  shall be deemed to be, and be paid,  as
additional  rent.  Alternatively,  Tenant shall use  Landlord's  contractors  or
employees, at the option of the Landlord, at competitive rates and terms for the
removal of such excess  rubbish and refuse and Tenant  agrees to pay  reasonable
charges  therefor.  Attached  hereto as Exhibit D is a detail of the  janitorial
specifications for the Building to be provided to the Premises.

                  D. Cold and hot water at standard building temperatures to all
common  lavatories,  as well as the kitchen located within the Demised Premises,
for ordinary drinking, cleaning, sanitary and lavatory purposes.

                  E. 1. Landlord  shall make  available to the Demised  Premises
electrical services in such quantities as are reasonably  necessary for Tenant's
operation  of the Demised  Premises and not less than six (6) watts per rentable
square foot demand load for Tenant's  fixtures and equipment  (exclusive of base
building HVAC), which electrical services shall be separately metered; provided,
however,  the Landlord shall not be responsible to supply electrical  service to
the  Demised  Premises  to the  extent  Tenant's  usage  exceeds  the  aforesaid
specifications.  The Demised Premises shall be separately metered and electrical
services paid directly by Tenant to the  applicable  utility  authority.  In the
event  Landlord  receives  a special  bulk rate for  electric  from the  utility
authority, Tenant shall be entitled to take advantage of such reduced cost.

                           2. Tenant shall make no  substantial  alterations  or
additions to the electric equipment and/or appliances, except in accordance with
the provisions of this Lease.

                           3. Landlord  shall not in any way be  responsible  or
liable to Tenant at any time for any loss,  damage or expense resulting from any
change in the quantity or character of the electric  service or for its being no
longer suitable for Tenant's  requirements or from any cessation or interruption
of the supply or current due to the acts or omissions  of the public  utility or
otherwise  outside the control of Landlord,  nor shall any such loss,  damage or
expense,  or  non-supply  of  electric  service or current in any way affect the
tenancy or in any way relieve Tenant of any  obligation  under the terms of this
Lease.

                           4.  Except as set forth on  Exhibit B,  Tenant  shall
make  no  changes,  alterations,  additions,  substitutions  ("changes")  to any
risers, conduits,  meters, panel boxes, switch gear, wiring or any other part of
the electric  service  without the express  prior  written  consent of Landlord,
which shall not be unreasonably  withheld. Any changes requested by Tenant shall
be sent in writing to Landlord,  and if, in the reasonable judgment of Landlord,

                                       17
<PAGE>

such  changes  will not cause or create a dangerous  or  hazardous  condition or
damage  or  injury  to  the  Building,   or  entail  excessive  or  unreasonable
alterations or repairs, or unreasonably  interfere with or disturb other tenants
or occupants  and/or the service then or thereafter to be supplied to tenants or
occupants,  Landlord  will, at the sole  reasonable  cost and expense of Tenant,
make such  changes.  Tenant  covenants and agrees to pay Landlord for such costs
and expenses,  as additional rent  hereunder,  within twenty (20) days after the
rendition of a bill indicating the amount due therefor.

                  F. Passenger elevator service;  Electrical lighting,  cleaning
and  maintenance  of the  common  areas  of the  Building  and  Land,  including
landscaping, parking lot cleaning and ice and snow removal.

                  G. 1. Tenant acknowledges that Landlord is required to furnish
HVAC services (herein  collectively  referred to as "HVAC services") only during
Business  Hours,  Landlord shall provide HVAC services to Tenant beyond business
hours  provided  that Tenant pays to  Landlord,  as  additional  rent, a special
charge (herein  referred to as "extra hours charge").  Landlord shall install an
over-ride  switch to permit Tenant to operate the HVAC services  after  Business
Hours on weekdays  Saturdays,  Sundays or holidays.  The  over-ride  system will
calculate  the extra hours which Tenant  operates  the HVAC  services and Tenant
shall  pay  Landlord,   as  rent,  the  charges  for  same  in  accordance  with
subparagraph 2, below.

                           2. The  extra  hours  charge  shall be at the rate of
$35.00 per hour per Roof Top Unit necessary to operate the zone(s)  utilized for
extra hours. It is contemplated  that the Demised  Premises will be divided into
four (4) separate  zones and that each Roof Top Unit will operate two (2) zones.
It is  further  contemplated  that  the  aforesaid  four  (4)  zones  shall  not
incorporate any premises other than the Demised Premises.

                  H. The term "Business Days", as used in this Lease, shall mean
Monday to Friday, 8:00 A.M. to 7:00 P.M., inclusive, and Saturday from 8:00 A.M.
to 1:00 P.M.. Tenant shall, however,  have access to the premises,  the Building
and the parking facilities 24 hours a day, 7 days a week, but Landlord shall not
be  required  to furnish  HVAC  services  during  other than  Business  Hours on
Business  Days  unless  Tenant  has  requested  the  same  in  accordance   with
sub-section (G)(i), above.

                  I. The term  "Business  Hours",  as used in this Lease,  shall
mean all times  between 8:00 A.M. and 7:00 P.M. on Monday to Friday,  inclusive,
excluding holidays, and Saturday from 8:00 A.M. to 1:00 P.M.

                  J. Landlord reserves the right, without being liable to Tenant
and without  abatement or diminution in rent, to temporarily  suspend,  delay or
stop any of the building services to be furnished and provided by Landlord under
this Lease whenever  reasonably  necessary by reason of fire, storm,  explosion,
strike, lockout, labor dispute, casualty or accident, lack or failure of sources
of supply of labor or fuel (or inability in the exercise of reasonable diligence
to  obtain  any  required  fuel),  acts  of  God  or the  public  enemy,  riots,

                                       18
<PAGE>

interferences  by civil or military  authorities in compliance  with the laws of
the  United  States of America or with the laws,  orders or  regulations  of any
governmental  authority,  or by  reason  of any other  cause  beyond  Landlord's
control, or for emergency, or for inspection,  cleaning, repairs,  replacements,
alterations,  improvements or renewals which in Landlord's  reasonable  judgment
are desirable or necessary to be made. Landlord agrees, however, to use its best
efforts  and to act with all due  diligence  to  restore  or have  restored  any
services  which  may  be  suspended,   delayed  or  stopped   pursuant  to  this
subparagraph J.

                  K. Landlord shall provide and maintain, at its expense (but as
part of  operating  expenses),  a  sprinkler  system in the  Building  up to and
including the Premises,  which shall be repaired and maintained by Landlord,  in
good order and condition, and which shall comply with all laws.

         L.  Landlord  shall provide to Tenant card key access to the main doors
to the lobby as well as keys to Tenant space.

                  M. In the event Landlord fails to provide any material service
and the  Premises  shall be  untenantable  and not used by  Tenant  by reason of
Landlord's  failure to perform its obligations  under this Lease for a period of
five (5)  consecutive  business  days after  written  notice to Landlord of such
deficiencies, Fixed Rent and additional rent shall be abated for so long as such
service is not  provided  and the  Premises is  untenantable.  Nothing  shall be
deemed to waive  Tenant's  right to claim a  constructive  or  actual  eviction.
Nothing shall be deemed to relieve or release Landlord for any claim arising out
of Landlord's negligence or willful misconduct.

         11. ASSIGNMENT, SUBLETTING, ETC.

                  A. Tenant, for itself, its heirs,  executors,  administrators,
successors and assigns,  expressly covenants that it shall not assign,  mortgage
or encumber this Lease,  nor underlet,  or suffer or permit the Demised Premises
or any part thereof to be used by others,  without the prior written  consent of
Landlord in each  instance  which consent  shall not be  unreasonably  withheld,
conditioned or delayed.  The sale or transfer of stock  control,  if Tenant be a
corporation, shall be deemed an assignment of this Lease unless (a) such sale or
transfer is made to a publicly  owned  corporation,  (b) it involves the sale or
issuance of securities  registered under the Securities Act of 1933, as amended,
(c) it is made amongst the existing  stockholders  of Tenant,  or (d) it results
from the death of a stockholder of Tenant. If this Lease be assigned,  or if the
Demised  Premises or any part  thereof be  underlet or occupied by anyone  other
than Tenant,  Landlord may, after default by Tenant beyond any applicable notice
and cure period,  collect rent from the  assignee,  undertenant  or occupant and
apply  the  net  amount  collected  to the  rent  herein  reserved,  but no such
assignment,  underletting,  occupancy or collection  shall be deemed a waiver of
this  covenant,  or the  acceptance of the assignee,  undertenant or occupant as
Tenant,  or a release of Tenant  from the further  performance  by Tenant of all
covenants on the part of Tenant herein contained.  The consent by Landlord to an

                                       19
<PAGE>

assignment or underletting  shall not in any wise be construed to relieve Tenant
from  obtaining  the  express  consent  in writing of  Landlord  to any  further
assignment or underletting,  nor shall the same release or discharge Tenant from
any  liability,  past,  present or future,  under this Lease,  and Tenant  shall
continue fully liable in all respects hereunder.

                  B. If  Tenant  intends  to and  has  entered  into a  proposed
sublease of all or a portion of the premises or assignment  of this Lease,  such
sublease or assignment shall be subject to the provisions of this Article 11 and
Tenant shall send Landlord a written  notice  ("Tenant's  Notice of  Intention")
advising  Landlord of Tenant's  intention to finalize the sublease or assignment
in  accordance  with the terms of that  instrument  and an executed  copy of the
proposed  sublease or assignment (or a term sheet containing all of the material
terms and conditions of such proposed agreement).  In the event of an assignment
of the Lease or  sublet  of the  Premises  for all or  substantially  all of the
remaining  Term,  Landlord  shall have a period of ten business  (10) days after
receipt from Tenant of such Notice to elect to  terminate  this Lease (or in the
case of a sublet,  as to that  portion of the  Premises  which is proposed to be
sub-let)  and the  unexpired  term hereof  ("recapture")  or, in the event of an
assignment  of the Lease or  sublet  of the  Premises,  to  advise  Tenant  that
Landlord consents or refuses to consent to such proposed sublease or assignment.
In the event Landlord elects to recapture the Demised  Premises (or such portion
thereof),  Tenant shall have a period of ten (10) business days to send Landlord
a written  notice  ("Rescission  Notice")  advising  Landlord  that Tenant shall
rescind its offer to sublease or assign and shall remain liable for the full and
faithful performance of all the terms and conditions on its part to be performed
under this Lease.  In the event Landlord elects to recapture and Tenant fails to
give Rescission Notice within the aforesaid time frame,  Tenant shall vacate and
surrender  possession of the Demised Premises (or in the case of a sublet, as to
that portion of the Premises  which is proposed to be sub-let) by not later than
the date set forth in Tenant's  Notice of Intention  for the date upon which the
proposed  sublease  or  assignment  (as the case may be) was  intended to become
effective   ("termination   date").  Upon  Tenant's  vacating  and  surrendering
possession  of the Demised  Premises as of the aforesaid  termination  date this
lease will  terminate (or in the case of a sublet,  that portion of the Premises
which is proposed to be sub-let) as if said date were the  termination  date set
forth in the Preamble to this Lease.

                  C. Landlord  agrees that if it does not elect to recapture (or
has no right to  recapture)  the  Demised  Premises or such  portion  thereof in
accordance  with  subparagraph B, Landlord shall not  unreasonably  withhold its
consent to the proposed sublease or assignment, provided, however, that Landlord
shall not be deemed  unreasonable  if it  refuses  to  consent  to any  proposed
sublease or an assignment of the Lease to a tenant,  subtenant or other occupant
of the Building (or to a  subsidiary  or affiliate of such tenant,  subtenant or
other occupant) if Landlord has comparable  space in the Building  available for
lease,  or if, in the  reasonable  judgment of  Landlord,  the  business of such
proposed  subtenant or assignee is not compatible  with the type of occupancy of
the  Building,  or  such  business  will  create  increased  use of  the  common
facilities of the Building or conflict with the provisions of any other lease or
agreement affecting the Building in existence as of the date hereof.

                                       20
<PAGE>

                  D. It is expressly  agreed that Landlord  shall have the right
to  negotiate  directly  with any proposed  subtenant  or assignee,  whether the
identification  thereof  shall  have been  disclosed  to  Landlord  by Tenant or
others,  and Landlord shall have the right to enter into a direct lease with any
proposed subtenant, its parent, affiliate or subsidiary,  either with respect to
the sublet area or any other premises or space in the Building for such term and
upon such  rentals  and other  provisions  or  agreements  as  Landlord  elects,
including the same terms and  conditions  set forth in the proposed  sublease or
assignment submitted to Landlord with Tenant's Notice of Intention.

                  E. Tenant,  without  Landlord's  prior written consent thereto
and  without  being  subject to the  provisions  of  Paragraphs  B and G of this
Article 11, shall have the right to assign this Lease or sublet the premises to,
or allow the premises to be otherwise  occupied by, (i) any parent,  subsidiary,
affiliate,  group or division of Tenant, (ii) any successor to Tenant by merger,
consolidation  or  operation  of law,  (iii) any person or entity to whom all or
substantially all of Tenant's assets are conveyed,  (iv) any person or entity to
whom all, or a controlling  interest in, the  ownership  interests in Tenant are
conveyed,  or (v) any  person or  entity  purchasing  the  business  of  Tenant,
provided such  transaction  referred to in subsections (ii) through (v) is for a
valid  corporate  purpose and the transferee has a net worth equal to or greater
than Tenant immediately prior to such transaction,  provided,  however,  that no
such assignment or subletting shall be deemed to relieve it of liability for the
full and faithful  performance of all the terms and conditions on its part to be
performed under this Lease.

                  F. In the event  Tenant  assigns  this Lease,  as permitted by
this  Article 11, such  assignment  shall not be deemed  effective or binding on
Landlord  unless there is delivered to Landlord within five (5) business days of
the execution of such assignment, a duplicate,  executed copy of such assignment
and a duplicate,  executed  copy of an  agreement  on the part of the  assignee,
reasonably  satisfactory to Landlord,  to the effect that the assignee agrees to
and  shall  assume  all of the  obligations  on the part of  Tenant  to be kept,
observed  and  performed  pursuant  to this  Lease.  Consent by  Landlord to any
assignment or sublease  shall not, nor shall it be deemed to, relieve or release
the assigning Tenant from liability for the full and faithful performance of all
the terms,  covenants,  provisions and conditions required to be performed under
this  Lease  by  "Tenant"  for the  remainder  of the  term.  No oral or  verbal
assignment, or sublease or receipt by Landlord of any payment of rental or other
amounts,  or  acceptance  by Landlord  of  performance  of Tenant's  obligations
hereunder by any purported  assignee or  sublessee,  shall be deemed a waiver of
any obligation of Tenant hereunder.

                  G. If Tenant  subleases all or a part of the Demised  Premises
at a rental per square foot in excess of the Fixed Rent hereunder  calculated on
a  per  square  foot  basis,  or if  Tenant  assigns  this  Lease  and  receives
consideration  therefor  (herein called "Rent Bonus"),  then Tenant shall pay to
Landlord a sum (herein  called  "Landlord's  Share") equal to fifty (50%) of the
"Profit"  (hereinafter  defined),  if any, received by Tenant on account of such
assignment or subletting.  The term "Profit" with respect to an assignment shall
mean the Rent  Bonus,  less any  alteration  to the  Premises  made by Tenant in
contemplation  of such  assignment  (and not reimbursed to Tenant in addition to
the  Rent  Bonus),   rent   concessions,   improvement   allowances,   brokerage

                                       21
<PAGE>

commissions,  costs of removing  fixtures and equipment and legal expenses.  The
term "Profit" with respect to a subletting shall mean the difference between (x)
minimum  rent  (howsoever  designated)  received  from the  subtenant  under the
sublease  (omitting  any amount  allocable to the payment of real estate  taxes,
insurance  premiums,  common area charges and similar items of  additional  rent
payable as  additional  rent under this Lease but included in minimum rent under
the  sublease),  and (y) Fixed Rent  payable  under this Lease  multiplied  by a
fraction,  the  numerator  of which  shall be the number of square feet of floor
area  within the  subject  portion,  and the  denominator  of which shall be the
number of square feet of floor area within the  Demised  Premises,  plus any and
all "Subletting Costs" (hereinafter defined).  "Subletting Costs" shall mean any
and all costs incurred by Tenant in connection with such subletting,  including,
without limitation,  alteration to the Premises,  rent concessions,  improvement
allowances,  brokerage commissions, costs of removing fixtures and equipment and
legal  expenses.  At the request of Landlord,  Tenant shall supply Landlord with
written documentation of any Subletting Costs.

         12.  LANDLORD'S  RIGHTS.  Without  abatement  or  diminution  in  rent,
Landlord reserves and shall have the following additional rights:

                  A.  To  change  the  street  address  and/or  the  name of the
Building  and/or the  arrangement  and/or  location of  entrances,  passageways,
doors, doorways, corridors, elevators, stairs, toilets, or other public parts of
the  Building  without  liability  to Tenant,  provided  that  Tenant's  use and
enjoyment of the premises are not adversely affected thereby.

                  B. To approve in writing all signs and all sources  furnishing
sign painting and lettering, drinking water, towels and toilet supplies or other
like services used in the Demised Premises and to approve all sources furnishing
cleaning services, painting, repairing and maintenance, which approval shall not
be unreasonably withheld or delayed.

                  C.  Subject  to the  provisions  of  Article  9B, to enter the
Demised  Premises at all  reasonable  times,  and upon prior  reasonable  notice
(except for  emergencies) (1) for the making of such  inspections,  alterations,
improvements  and  repairs,  as  Landlord  may  deem  reasonably   necessary  or
desirable, (2) for any purpose whatsoever relating to the safety,  protection or
preservation  of the  Demised  Premises  or of the  Building,  and  (3) to  take
material into and upon said premises. If a representative of Tenant shall not be
personally  present to open and permit an entry  into the  premises  at any time
when an entry shall be reasonably necessary or permissible  hereunder,  Landlord
or its agents may enter by a master key or may, in case of  emergency,  forcibly
enter  the  same  without  rendering  Landlord  or its  agents  liable  therefor
(provided  that,  during such entry,  reasonable care shall be accorded to avoid
damage or injury to Tenant's  property or interference  with Tenant's use of the
Premises),  and without in any manner affecting the obligations and covenants of
this Lease.  Without  incurring  any  liability  to Tenant,  Landlord may permit
access  to the  premises  and open the  same,  whether  or not  Tenant  shall be
present,  upon  demand of any  receiver,  trustee,  assignee  for the benefit of
creditors,  sheriff,  marshal  or  court  officer  entitled  to,  or  reasonably

                                       22
<PAGE>

purporting  to be entitled to, such access for the purpose of taking  possession
of, or removing,  Tenant's  property or for any other  lawful  purpose (but this
provision and any action by Landlord hereunder shall not be deemed a recognition
by  Landlord  that the person or  official  making  such demand has any right or
interest in or to this Lease,  or in or to the premises),  or upon demand of any
representative of the fire, police, building,  sanitation or other department of
the city, state or federal governments.

                  D. At any  time  or  times  Landlord,  either  voluntarily  or
pursuant to  governmental  requirement,  may, at  Landlord's  own expense,  make
repairs,  alterations or  improvements in or to the Building or any part thereof
and  during  alterations,   may  close  entrances,  doors,  windows,  corridors,
elevators or other  facilities,  provided that such acts shall not  unreasonably
interfere with Tenant's use and occupancy of the premises.

                  E. To erect, use and maintain,  at Landlord's expense,  pipes,
ducts, shafts and conduits in and through the Demised Premises, provided same do
not  unreasonably  interfere  with  Tenant's  use and  occupancy  of the Demised
Premises,  and any such  pipes,  ducts,  shafts or conduits  shall be  concealed
behind or within the venting system, partitioning or columns.

                  F. To charge to Tenant any reasonable  expense,  as additional
rent,  including overtime cost,  incurred by Landlord in the event that repairs,
alterations,  decorating  or other work in the  premises  are made or done after
ordinary business hours at Tenant's request.

                  H. To grant to  anyone  the  exclusive  right to  conduct  any
particular  business or  undertaking  in the  Building,  provided  that Tenant's
permitted use of the premises shall not be adversely affected thereby.

                  Landlord  may  exercise  any or all  of the  foregoing  rights
thereby reserved to Landlord without being deemed guilty of an eviction,  actual
or  constructive,  or disturbance or  interruption of Tenant's use or possession
and without  limitation or abatement of rent or other compensation and such acts
shall  have no  effect  on this  Lease,  provided  Landlord  complies  with  the
requirements set forth above in connection with the exercise of such rights.

         13. DAMAGE BY FIRE, ETC.

                  A. If the  entire  premises  or any  part  thereof  (including
damage to the Building or the  Building  Systems  which affect  access to or the
tenantability  of the Premises)  shall be damaged by fire or other  casualty and
Tenant shall give prompt  written  notice  thereof to Landlord,  Landlord  shall
proceed with reasonable diligence to repair or cause to be repaired such damage,
and if the premises,  or any part  thereof,  shall be rendered  untenantable  by
reason of such damage,  the rent  hereunder,  or an amount  thereof  apportioned
according to the area of the premises so rendered  untenantable if less than the

                                       23
<PAGE>

entire  premises  shall be abated for the period from the date of such damage to
the date when the damage shall have been repaired as aforesaid.  Landlord  shall
not be liable  for any  inconvenience  or  annoyance  to Tenant or injury to the
business of Tenant  resulting in any way from such damage or the repair thereof.
Tenant  understands  that  Landlord  will  not  carry  insurance  of any kind on
Tenant's furniture or furnishings or on any fixtures,  equipment,  improvements,
installations or  appurtenances  made or removable by Tenant as provided in this
Lease,  and that Landlord shall not be obligated to repair any damage thereto or
replace the same. In the event the repairs or  restoration  cannot be completed,
or have not been substantially  completed,  within 270 days from the date of the
casualty  (subject to delays  caused by adjustment  and  collection of insurance
proceeds and force majeure not to exceed 90 days in the aggregate), Tenant shall
have the right to terminate this Lease upon thirty (30) days' notice to Landlord
within  which time  Landlord  shall have the right to complete  such repairs and
void Tenant's termination notice.

                  B. In case the  Building  shall be so  damaged by such fire or
other casualty that substantial  alteration or reconstruction of the Building or
the premises shall, in Landlord's  reasonable  opinion,  be required (whether or
not the  premises  shall have been damaged by such fire or other  casualty)  and
Landlord  shall decide not to rebuild or if such damage  occurs  during the last
twelve (12) months of the term, then Landlord may, at its option, terminate this
Lease and the term and estate hereby  granted by notifying  Tenant in writing of
such  termination  within sixty (60) days after the date of such damage.  In the
event that such a notice of termination  shall be given, this Lease and the term
and estate hereby granted shall expire as of the date of such  termination  with
the same effect as if that were the date  hereinbefore set for the expiration of
the term of this Lease,  and the rent payable  hereunder shall be apportioned as
of such date.

                  C. Each of Landlord and Tenant hereby  releases the other from
any and all liability or responsibility (to the other or anyone claiming through
or under it by way of subrogation or otherwise) under fire and extended coverage
or supplementary  contract casualties or any other insurance coverages obtained,
if such fire or other  casualty or other insured event shall have been caused by
the fault or  negligence of the other party or anyone for whom such party may be
responsible;  provided,  however,  that this release shall be applicable  and in
force and effect only with respect to loss or damage  occurring during such time
as the  releasor's  policies shall contain a clause or endorsement to the effect
that any such  release  shall not  adversely  affect or impair such  policies or
prejudice the right of the releasor to recover thereunder.  Each of Landlord and
Tenant  agrees that its policies  will include such a clause or  endorsement  so
long as the same shall be  obtainable  without extra cost, or if such cost shall
be charged therefor, so long as the other party pays such extra cost.

                                       24
<PAGE>

                  D. Landlord shall at all times during the Term hereof maintain
in effect policies of insurance covering the Building in an amount not less than
one hundred percent (100%) of its actual replacement cost,  providing protection
against  all risks  covered  by  standard  form of "Fire and  Extended  Coverage
Insurance."  Landlord  shall  also  carry  bodily  injury  and  property  damage
liability insurance with respect to the Building in an amount not less than that
required of Tenant with respect to the Premises.

         14. CONDEMNATION.

                  A. In the event that the whole of the Land and Building  shall
be lawfully condemned or taken in any manner for any public or quasi-public use,
this Lease,  and the term and estate hereby  granted shall  forthwith  cease and
terminate as of the date of vesting of title.  In the event that a material part
of the Building or material portions of the Land shall be so condemned or taken,
then  Landlord  (whether or not the  premises be  affected)  may, at  Landlord's
option,  terminate  this Lease and the term and estate hereby  granted as of the
date of such vesting of title by notifying Tenant in writing of such termination
within sixty (60) days  following the date on which Landlord shall have received
notice of vesting of title.  If  Landlord  does not so elect to  terminate  this
Lease,  as  aforesaid,  this  Lease  shall  be and  remain  unaffected  by  such
condemnation or taking,  and the rent payable  hereunder shall not be abated. In
the event that only a part of the  Building  shall be so  condemned or taken and
this  Lease  and the  term and  estate  hereby  granted  are not  terminated  as
hereinbefore  provided,  Landlord  will,  with  reasonable  diligence and at its
expense,  restore the remaining portion of the Building as nearly as practicable
to the same condition as it was in prior to such condemnation or taking.

                  B. In the  event  of  their  termination  in any of the  cases
hereinbefore  provided,  this Lease and the term and estate hereby granted shall
expire as of the date of such  termination  with the same effect as if that were
the  termination  date of this Lease,  and the rent payable  hereunder  shall be
apportioned as of such date.

                  C. In the event of any  condemnation  or  taking  hereinbefore
mentioned of all or a part of the Land and Building  (including  the  premises),
Landlord (or the mortgagee of any interest in the Land and/or the  Building,  if
pursuant  to the terms of the  mortgage,  or if pursuant  to law,  mortgagee  is
entitled  to  receive  all or a portion  of the  condemnation  award),  shall be
entitled to receive the entire award in the condemnation  proceeding,  including
any and all right,  title and interest of Tenant now or hereafter  arising in or
to any such award or any part  thereof.  Tenant shall not be entitled to receive
any  part  of  such  award  from  Landlord,  the  mortgagee,  or the  condemning
authority, except that Tenant shall have the right to assert a claim against the
condemning  authority for the value of movable fixtures and equipment  installed
and paid for by Tenant and for relocation expenses, provided that the payment of
any award to Tenant does not diminish  the amount which would  otherwise be paid
to Landlord or the mortgagee by that condemning authority.

                                       25
<PAGE>

                  D. It is expressly  understood  and agreed that the provisions
of this Article 14 shall not be  applicable  to any  condemnation  or taking for
governmental  occupancy for a limited  period;  provided,  however,  that in the
event the Demised  Premises  are not  available to Tenant for more than ten (10)
consecutive  business  days,  rent shall  abate  until such time as the  Demised
Premises are again available to Tenant.

         15. COMPLIANCE WITH LAWS.  Tenant,  at Tenant's  expense,  shall comply
with all laws and  ordinances,  and all  rules,  orders and  regulations  of all
governmental authorities and of all insurance bodies, at any time duly issued or
in force,  applicable  to the premises or any part thereof by virtue of Tenant's
specific  use, as opposed to Tenant's mere  occupancy,  except that Tenant shall
not hereby be under any obligation to comply with any law,  ordinance,  order or
regulation  requiring any  structural  alteration  of or in connection  with the
premises,  unless such alteration is required by reason of a condition which has
been created by, or at the instance of, Tenant, or is attributable to the use or
manner of use to which Tenant puts the premises  (other than the permitted use),
or is required by reason of a breach of any of Tenant's covenants and agreements
hereunder. Where any structural alteration of or in connection with the premises
is required  by any such law,  ordinance,  rule,  order or  regulation,  and, by
reason of the express exception hereinabove  contained,  Tenant is not under any
obligation to make such alteration, then Landlord shall make such alteration and
pay the cost thereof.

         Except to the extent resulting from Tenant's  particular  manner of use
of the Premises  (other than the permitted  use),  Landlord shall be responsible
for  compliance,  at Landlord's  sole cost and expense,  with all laws which are
applicable  to all or any part of the physical  condition  and  occupancy of the
Building and/or the Common Areas, including,  without limitation,  the Americans
with Disabilities  Act.  Landlord  represents and warrants that the Building and
the Common Areas (including core bathrooms and elevators) are in compliance with
all laws as of the Commencement Date.

         16. DAMAGE TO PROPERTY.

                  A. Tenant shall give to Landlord  prompt written notice of any
damage to, or defective condition in, any part or appurtenance of the Building's
sanitary,  electrical,  heating, air conditioning or other similar or dissimilar
systems serving, located in, or passing through, the premises, and the damage or
defective condition shall be remedied by Landlord with reasonable diligence, but
if such damage or defective condition was caused by, or resulted from the misuse
by, Tenant or by the employees, licensees or invitees of Tenant, the cost of the
remedy thereof shall be paid by Tenant,  as additional rent, within fifteen (15)
days of the rendition of a bill indicating the amount due therefor.

                  B. All personal  property  belonging to Tenant,  its servants,
employees, suppliers, consignors,  customers, licensees, located in or about the
Building or Demised  Premises  shall be there at sole risk of Tenant and neither
Landlord  nor  Landlord's  agents  shall  be  liable  for  the  theft,  loss  or

                                       26
<PAGE>

misappropriation  thereof  nor for any damage or injury  thereto,  except to the
extent  arising out of the  negligence or willful  misconduct  of Landlord,  its
agents  or  employees,  nor  shall  Landlord  be  considered  the  voluntary  or
involuntary bailee of such personal property, nor for damage or injury to Tenant
or any of its  officers,  agents or employees or to any other  persons or to any
other property caused by fire, explosion,  water, rain, snow, frost, steam, gas,
electricity,  heat or cold, dampness,  falling plaster,  sewers or sewage odors,
noise,  leaks from any part of said Building or roof, the bursting or leaking of
pipes,  plumbing,  electrical  wiring and  equipment  and fixtures of all kinds,
except to the extent arising out of the negligence or willful  misconduct of, or
breach of this Lease by, Landlord,  or by any act or neglect of other tenants or
occupants of the Building or of any other person.

                  C. All damage or injury to the  premises  or to its  fixtures,
appurtenances and equipment or to the Building,  its fixtures,  appurtenances or
equipment  caused by Tenant's  moving  property in or out of the  Building or by
installation  or removal of  furniture,  fixtures or other  property or from any
cause of any kind or nature whatsoever of which Tenant, its servants, employees,
agents,  visitors or licensees shall be the cause,  shall be repaired,  restored
and  replaced  promptly by Tenant at its sole cost and  expense,  in quality and
class  at  least  equal  to  the  original  work  or  installations,  and to the
reasonable  satisfaction  of  Landlord.  If Tenant  fails to make such  repairs,
restorations or  replacements,  the same may be made by Landlord for the account
of Tenant and the  reasonable  cost thereof shall be  collectible  as additional
rent  or  otherwise   after  rendition  of  a  bill  or  statement  and  payable
simultaneously  with  the  next  monthly  installment  of rent  due and  payable
hereunder.

         17. SUBORDINATION.

                  A. Subject to  Landlord's  obligations  herein,  this Lease is
subject and  subordinate in all respects to all ground leases and/or  underlying
leases now or hereafter  covering the Land and to all mortgages which may now or
hereafter  be  placed on or  affect  such  leases  and/or  the Land,  Buildings,
improvements,  or any part thereof and/or Landlord's  interest  therein,  and to
each advance made and/or  hereafter to be made under any such  mortgages  and to
all renewals, modifications, consolidations, replacements and extensions thereof
and all  substitutions  of and for such ground leases and/or  underlying  leases
and/or  mortgages,  provided that it is a condition to the subordination of this
Lease that the holder of any such ground or underlying lease or mortgage, as the
case may be,  executes and delivers to Tenant a  non-disturbance  and attornment
agreement in recordable form, which shall provide that, so long as Tenant is not
in default  under this Lease beyond any  applicable  grace  periods,  this Lease
shall not be terminated  and Tenant's use and occupancy of the demised  premises
shall not be disturbed. Landlord shall use its best efforts to deliver to Tenant
a  subordination,  non-disturbance  and  attornment  agreement from the existing
mortgagee on the Building in the form required  herein.  This  subparagraph  (a)
shall be  self-operative  and no further  instrument of  subordination  shall be
required.  In  confirmation  of such  subordination,  Tenant  shall  execute and
deliver  promptly any reasonable  instrument  that Landlord and/or any mortgagee
and/or the lessor under any ground or underlying  lease and/or their  respective
successors in interest may request.

                                       27
<PAGE>

                  B. Subject to Landlord's  obligations under this Paragraph 17,
Tenant  agrees,  at the election and upon demand of any owner of the Land, or of
any mortgagee in possession  thereof,  or of any holder of a leasehold hereafter
affecting the Land, to attorn,  from time to time, to any such owner,  mortgagee
or holder,  upon the terms and  conditions set forth herein for the remainder of
the term of this Lease.  The foregoing  provisions shall inure to the benefit of
any such  owner,  mortgagee  or  holder,  shall  apply to the  tenancy of Tenant
notwithstanding  that this Lease may terminate upon the  termination of any such
leasehold  estate,  and shall be  self-operative  upon any such demand,  without
requiring  any further  instrument  to give effect to said  provisions.  Tenant,
however, upon demand of any such owner,  mortgagee or holder, agrees to execute,
from time to time, an instrument in  confirmation  of the foregoing  provisions,
satisfactory to owner,  mortgagee or holder,  in which Tenant shall  acknowledge
such  attornment and shall set forth herein and shall apply for the remainder of
the  term of this  Lease.  Nothing  contained  in this  subparagraph  B shall be
construed to impair any right,  privilege or option of any such owner, mortgagee
or holder.

                  C. Tenant  agrees that,  in the event that the interest of the
Landlord  becomes  vested in the holder of any mortgage or in any ground lessor,
to anyone  claiming by, through or under either of them,  then such holder shall
not be:

                           1.  liable  for  any  act or  omission  of any  prior
landlord (including Landlord herein), except that such successor shall be liable
for any acts or omissions of a continuing nature which arise after such parties'
interest has vested; or

                           2.  subject to any offsets or defenses  which  Tenant
may have against any prior landlord (including Landlord herein); or

                           3. bound by any rent  which  Tenant may have paid for
more than the current month to any landlord (including Landlord herein).

                  D. [INTENTIONALLY OMITTED]

                  E. Tenant  agrees that,  upon the request of Landlord,  Tenant
will  execute,  acknowledge  and deliver such  document or  instrument as may be
requested by the holder of any mortgage on the  Landlord's  interest in the Land
and/or the Building  confirming  or agreeing that this Lease is assigned to such
mortgagee as collateral security for such mortgage and agreeing to abide by such
assignment,  provided that a copy of such  assignment has in fact been delivered
to Tenant.

         18. NOTICES. Any notice, consent, approval, request or demand hereunder
by either  party to the other  party  shall be in writing and shall be deemed to
have been duly given if sent by (1)  registered  or  certified  mail with return
receipt requested, postage prepaid, or (2) reputable overnight delivery, such as
Federal  Express,  addressed to Landlord at Landlord's  address and to Tenant at
Tenant's  address,  or of the  address  of such  other  party for such  notices,
consents,  approvals,  requests  or  demands  shall  have been duly  changed  as

                                       28
<PAGE>

hereinafter  provided,  if mailed,  as  aforesaid,  to such other  party at such
changed  address.  Either  party may at any time  change  the  address  for such
notices, consents,  approvals,  requests or demands by setting forth the changed
address.  If the term  "Tenant"  as used in this  Lease  refers to more than one
person, any notice, consent,  approval,  request or demand given as aforesaid to
any one of such persons  shall be deemed to have been duly given to Tenant.  All
bills,  statements  and building  communications  from Landlord to Tenant may be
served by  ordinary  mail or  otherwise  delivered  to Tenant.  For the  purpose
hereof, the term "building communications" shall be deemed to be any notices not
specifically  referred  to in  this  Lease  which  relate  to the  operation  or
maintenance of the Building,  including amendments to the Rules and Regulations,
and is given to all or  substantially  all of the tenants in the  Building.  The
time of rendition of any bill,  statement or building  communication  and of the
giving of any other notice, consent, approval, request or demand shall be deemed
to be the time when the same is  delivered  to  Tenant,  or three (3) days after
deposited in the U.S. Postal Service facility,  postage prepaid, as the case may
be.

         19. CONDITIONS OF LIMITATION. This Lease and the term and estate hereby
granted  are  subject to the  limitation  that if prior to or during the term of
this Lease:

                  A. Tenant  shall make an  assignment  of its  property for the
benefit of creditors or shall file a voluntary  petition under any bankruptcy or
insolvency  law, or an  involuntary  petition under any bankruptcy or insolvency
law shall be filed against Tenant and such involuntary petition is not dismissed
within ninety (90) days after the filing thereof,

                  B.  A  petition  is  filed  by or  against  Tenant  under  the
reorganization  provisions  of the  United  State  Bankruptcy  Act or under  the
provisions  of  any  law  of  like  import,  unless  such  petition  under  said
reorganization  provisions be one filed against Tenant which is dismissed within
ninety (90) days after its filing,

                  C.  Tenant  shall  file  a  petition  under  the   arrangement
provisions of the United States  Bankruptcy  Act or under the  provisions of any
law of like import,

                  D. A  permanent  receiver,  trustee  or  liquidator  shall  be
appointed  for Tenant or of or for the  property of Tenant,  and such  receiver,
trustee or  liquidator  shall have not been  discharged  within ninety (90) days
from the date of his appointment,

                  E.  Tenant  shall  default  in  the  payment  of any  rent  or
additional  rent payable  hereunder by Tenant to Landlord on any date upon which
the same becomes due,  and such default  shall  continue for ten (10) days after
Landlord shall have given to Tenant a written notice specifying same,

                                       29
<PAGE>

                  F.  Tenant  shall  default in the due  keeping,  observing  or
performance  of any covenant,  agreement,  term,  provision or condition of this
Lease on the part of  Tenant  to be kept,  observed  or  performed,  and if such
default  shall  continue and shall not be remedied by Tenant  within thirty (30)
days after Landlord shall have given to Tenant a written notice specifying same,
or,  in the case of such a default  which for  causes  beyond  Tenant's  control
cannot with due  diligence be cured  within said period of thirty (30) days,  if
Tenant (1) shall not,  promptly  upon giving  such  notice,  advise  Landlord in
writing of Tenant's  intention to duly  institute all steps  necessary to remedy
such default,  (2) shall not duly institute and thereafter  diligently prosecute
to  completion  all steps  necessary to remedy the same, or (3) shall not remedy
the same within a reasonable time after the date of the giving of said notice by
Landlord.

                  G. Any  event  shall  occur  or any  contingency  shall  arise
whereby this Lease or the estate hereby granted or the unexpired  balance of the
term hereof would, by operation of law or otherwise, devolve upon or pass to any
person,  firm,  association or corporation other than Tenant except as expressly
permitted  under Article II hereof,  or whenever  Tenant shall desert or abandon
the premises or the same shall become vacant (whether the keys be surrendered or
not and accompanied by a non-payment of rent), or

                  H. If the term "Tenant", as used in this Lease, refers to more
than one person, then, as used in subparagraphs A, B, C, D and G of this Article
19, said term shall be deemed to include all of such persons or any one of them;
if any of the  obligations  of Tenant under this Lease is  guaranteed,  the term
"Tenant,"  as used in said  paragraphs,  shall be  deemed  to  include  also the
guarantor or, if there be more than one  guarantor,  all of any one of them; and
if this  Lease  shall have been  assigned,  the term  "Tenant,"  as used in said
subparagraphs,  shall be deemed to include  the  assignee  and the  assignor  or
either of them  under  any such  assignment,  unless  Landlord  shall  expressly
release the assignor from any further liability under this Lease, in which event
the term "Tenant," as used in said subparagraphs, shall not include the assignor
so released.

         20. RE-ENTRY BY LANDLORD.

                  A. If Tenant shall be in default beyond any applicable  notice
and/or  cure  period,  then  Landlord  shall  give to  Tenant a  written  notice
specifying  such default,  and Landlord or  Landlord's  agents and servants may,
upon at least five (5) business  days' prior notice,  immediately or at any time
thereafter  re-enter into or upon the premises,  or any part thereof,  either by
summary  dispossess  proceedings or by any suitable action or proceeding at law,
without being liable to  indictment,  prosecution or damages  therefor,  and may
repossess  the same,  and may  remove  any  persons  therefrom,  to the end that
Landlord may have,  hold and enjoy the premises again as and of its first estate
and interest  therein.  In the event that Landlord  shall  re-enter the premises
under the  provisions of this Article 20 or in the event of the  termination  of
this Lease (of re-entry) by or under any summary  dispossess or other proceeding
or action or any  provision  of law,  Tenant shall be liable for payment of rent

                                       30
<PAGE>

and  additional  rent to  Landlord  up to the time of such  termination  of this
Lease,  or of such recovery of  possession  of the premises by Landlord,  as the
case may be, and shall also pay to Landlord damages as provided in Article 21.

                  B.  The  specified  remedies  to  which  Landlord  may  resort
hereunder  are  cumulative  and are not  intended to be  exclusive  of any other
remedies or means or redress to which  Landlord  may lawfully be entitled at any
time,  and  Landlord  may invoke  any  remedy  allowed at law or in equity as if
specific remedies were not herein provided for.

                  C. In the event of (1) the termination of this Lease under the
provisions  of Article 19 hereof,  (2) the  re-entry of the premises by Landlord
under the  provisions of this Article 20, or (3) the  termination  of this Lease
(or re-entry) by or under any summary  dispossess or other  proceeding or action
or any  provision of law by reason of default  hereunder  beyond any  applicable
notice and/or cure period on the part of Tenant,  Landlord  shall be entitled to
retain all moneys,  if any,  paid by Tenant at the time of such  termination  or
re-entry or, at Landlord's  option,  against any damages payable by Tenant under
Article 21 or pursuant to law.

         21. DAMAGES.

                  A. In the event of any  termination  of this  Lease  under the
provisions of Article 19, in the event that Landlord shall re-enter the premises
under the  provisions of Article 20, or in the event of the  termination of this
Lease (or of re-entry) by or under any summary dispossess or other proceeding or
action or any provision of law,  Tenant will pay to Landlord as damages,  at the
election of Landlord, either:

                           1. a sum  which  at the time of such  termination  of
this Lease or at the time of any such re-entry by Landlord,  as the case may be,
represents  the present value of the excess,  using a discount rate of the prime
interest  rate set by Citibank,  if any, of (i) the  aggregate of all rent which
would have been payable hereunder by Tenant had this Lease not so terminated for
the period commencing with such earlier termination of this Lease or the date of
any such re-entry, as the case may be, and ending with the date hereinbefore set
for the expiration of the full term hereby  granted,  over (ii) the aggregate of
all rent of the  premises  for the same period  based upon the then local market
rental value of the premises; or

                           2.  sums  equal to the  aggregate  of all rent  which
would  have been  payable by Tenant  has this  Lease not so  terminated,  or had
Landlord not so re-entered  the premises,  payable upon the due dates  therefore
specified  herein following such termination or such re-entry and until the date
hereinbefore  set for the expiration of the full term hereby granted;  provided,
however,  that if Landlord  shall re-let all or any part of the premises for all
or any part of said  period,  Landlord  shall  credit  Tenant with the net rents
received by Landlord  from such  re-letting,  such net rents to be determined by
first  deducting from the gross rents as and when received by Landlord from such
reletting the reasonable  expenses  incurred or paid by Landlord in thereof,  as
well as the reasonable expenses or re-letting,  including altering and preparing

                                       31
<PAGE>

the premises  for new tenants,  brokers'  commissions  and all other  similar or
dissimilar  expenses  properly  chargeable  against the  premises and the rental
therefrom in connection with such re-letting,  it being understood that any such
re-letting  may be for a period equal to or shorter or longer than the remaining
term of this Lease;  provided,  further,  that (i) in no event  shall  Tenant be
entitled to receive any excess of such net rents over the sums payable by Tenant
to Landlord hereunder, (ii) in no event shall Tenant be entitled in any suit for
the collection of damages pursuant to this subsection (2) to a credit in respect
of any net rents from a re-letting  except to the extent that such net rents are
actually  received by Landlord prior to the commencement of such suit, and (iii)
if the premises or any part thereof  should be relet in  combination  with other
space,  then proper  apportionment  on a square foot area basis shall be made of
the rent  received  from such  re-letting  and of the  expenses  of  re-letting.
Landlord shall use commercially reasonable efforts to mitigate its damages.

                  B.  Suit or suits for the  recovery  of such  damages,  or any
installments  thereof,  may be  brought  by  Landlord  from  time to time at its
election,  and nothing  contained  herein shall be deemed to require Landlord to
postpone  suite until the date when the term of this Lease would have expired if
it had not been  terminated  under the  provisions  of Article  19, or under any
provision of law, or had Landlord not re-entered the premises.

                  C. Nothing herein  contained shall be construed as limiting or
precluding  the  recovery by Landlord  against  Tenant of any sums or damages to
which,  in addition to the damages  particularly  provided  above,  Landlord may
lawfully be entitled by reason of any default  hereunder  beyond any  applicable
notice and/or cure on the part of Tenant.

                  D. In addition to the amounts set forth above, in the event of
the non payment of any monies due  pursuant  to this Lease,  whether the same be
deemed rent or otherwise,  after the expiration of any applicable  grace period,
Tenant shall pay to Landlord  interest at a rate, which is the lesser of fifteen
(15%)  percent  per annum or the maximum  permitted  pursuant to the laws of the
state of New Jersey. It is expressly acknowledged and agreed between the parties
that said default rate shall  continue  beyond entry of judgment until such time
as such monies are paid.  Additionally,  Tenant shall reimburse Landlord for any
costs and expenses,  including reasonable attorneys' fees incurred in connection
with the enforcement of Landlord's rights pursuant to the terms of this Lease.

         22.  WAIVER OF TRIAL BY JURY.  It is  mutually  agreed  by and  between
Landlord  and  Tenant  that,  except in the case of any  action,  proceeding  or
counterclaim  brought by either of the parties  against  the other for  personal
injury or property damage,  the respective  parties hereto shall and they hereby
do waive  trial by jury in any action,  proceeding  or  counterclaim  brought by
either of the parties hereto against the other on any matters whatsoever arising
out of or in any way connected with this Lease.

                                       32
<PAGE>

         23. NO WAIVERS.

                  A. No receipt of money by  Landlord  from Tenant or payment of
money by Tenant to  Landlord  with  knowledge  of the breach of any  covenant or
agreement of this Lease, or after the termination  hereof,  or after the service
of any notice,  or after the  commencement  of any suit, or after final judgment
for possession of the Demised Premises, shall be deemed a waiver of such breach,
nor shall it reinstate, continue or extend the term of this Lease, or affect any
such notice, demand or suit.

                  B.  No  delay  on  the  part  of the  Landlord  or  Tenant  in
exercising  any right,  power or privilege  hereunder or to seek any covenant or
condition of this Lease, or of any of the Rules and  Regulations,  shall operate
as a waiver thereof not shall any single or partial exercise of any right, power
or privilege,  preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.

                  C. No act done or thing said by Landlord or Landlord's  agents
shall constitute a cancellation,  termination or modification of, or eviction or
surrender under, this Lease, or a waiver of any covenant, condition or provision
hereof, not relieve Tenant of Tenant's obligation to pay the rent hereunder. Any
acceptance  of  surrender,  waiver or release by Landlord and any  cancellation,
termination or  modification of this Lease must be in writing signed by Landlord
and Tenant,  by its respective duly authorized  representative.  The delivery of
keys to any employee or agent of Landlord shall not operate as a surrender or as
a termination of this Lease,  and no such employee or agent shall have any power
to accept such keys prior to the termination of this Lease.

                  E. No failure  by  Landlord  to  enforce  any of the Rules and
Regulations against Tenant and/or other tenant or occupant of the Building shall
be deemed a waiver thereof. No provision of this Lease shall be deemed waived by
Landlord  or Tenant  unless  such  waiver be in writing  signed by  Landlord  or
Tenant, as applicable.

                  F. No payment by Tenant or  receipt  by  Landlord  of a lesser
amount than the rent herein  stipulated and reserved shall be deemed to be other
than on account of the earliest stipulated rent then due and payable,  nor shall
any endorsement or statement on any check, or letter accompanying any rent check
or payment be deemed an accord and  satisfaction,  and  Landlord  may accept the
same  without  prejudice  to  Landlord's  right to recover any balance due or to
pursue any other remedy in this Lease provided.

         24. PARTIES  BOUND.  The covenants,  agreement,  terms,  provisions and
conditions  of this Lease  shall bind and  benefit  the  respective  successors,
assigns and legal  representatives of the parties hereto with the same effect as
if  mentioned  in each  instance  where a party  hereto is named or referred to,
except that no violation of the provisions of Article 11 hereof shall operate to
vest any rights in any successor, assignee or legal representative of Tenant and
that the  provisions  of this Article 24 shall not be construed as modifying the

                                       33
<PAGE>

conditions of limitation  contained in Article 19 hereof.  It is understood  and
agreed,  however, that the covenants and obligations on the part of the Landlord
under this Lease shall not be binding upon Landlord herein named with respect to
any period  subsequent to the transfer of its interest in the Building,  that in
the event of such transfer said covenants and  obligations  shall  thereafter be
binding upon each transferee of such interest of Landlord herein named, but only
with respect to the period ending with a subsequent  transfer of such  interest,
and that a lease of the entire  interest  shall be deemed a transfer  within the
meaning of this Article 24.

         25.  CURING  TENANT'S   DEFAULTS.   If  Tenant  shall  default  in  the
performance of any covenant,  agreement,  terms,  provision or condition  herein
contained  beyond any  applicable  notice  and cure  period,  Landlord,  without
thereby  waiving such  default,  may perform the same for the account and at the
reasonable  expense of Tenant,  without notice in a case of emergency and in any
other case if such default  continues  after the  expiration  of the  applicable
grace period provided for in Article 19 of this Lease or if an emergency exists.
Except  for those  expenses  to be borne by  Landlord  hereunder,  bills for any
reasonable  expense incurred by Landlord in connection with any such performance
by  Landlord  for the  account of Tenant,  and bills for all  reasonable  costs,
expenses and disbursements of every kind and nature whatsoever,  including,  but
not limited to, reasonable  counsel fees,  involved in collecting or endeavoring
to collect the rent or any part thereof or enforcing or  endeavoring  to enforce
any rights against  Tenant,  under or in connection with this Lease, or pursuant
to law, including (without being limited to) any such reasonable costs,  expense
and disbursement involved in instituting and prosecuting summary proceedings, as
well as bills for any property,  material, labor or services provided, furnished
or  rendered,  or caused to be provided,  furnished or rendered,  by Landlord to
Tenant including  (without being limited to) electric lamps and other equipment,
construction work done for the account of Tenant, as well as for any charges for
other similar or dissimilar  services  incurred under this Lease, may be sent by
Landlord to Tenant monthly,  or immediately,  at Landlord's option, and shall be
due and  payable in  accordance  with the terms of said  bills,  and if not paid
within  twenty  (20) days after the date when due,  the  amounts  thereof  shall
immediately become due and payable as additional rent under this Lease.

         26.  MORTGAGEE'S  NOTICE AND OPPORTUNITY TO CURE. Tenant agrees to give
any  Mortgagees  and/or Trust Deed Holders,  by certified  mail,  return receipt
requested,  a copy of any Notice of Default  served upon the Landlord,  provided
that, prior to such notice, Tenant 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.  Tenant  further agrees that, if Landlord
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
time as may be  necessary  if  within  thirty  (30)  days  after  notice of such
failure,  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.

                                       34
<PAGE>

         27.  TENANT'S  ENVIRONMENTAL  RESPONSIBILITIES  UNDER  THE  NEW  JERSEY
INDUSTRIAL SITE RECOVERY ACT (ISRA)

                  A)  Tenant  shall  provide  the  Landlord  with  the  Tenant's
Standard  Industrial  Classification  (S.I.C.  Code) for the proposed use, and a
listing of all hazardous  substances or waste to be used on the leased  property
(except  those  typically  used for  office  use,  such as copier  and  cleaning
supplies),  as such terms are defined in ISRA. This obligation shall be deemed a
continuing  one throughout  the term of the lease and any renewals  hereof,  and
Tenant shall update and modify such information  required.  Tenant, by execution
of this  lease,  agrees to  provide  Landlord,  within a  reasonable  time after
written request,  with any and all information which may be required under ISRA,
and  shall  provide  Landlord  with  copies  of all  environmental  permits  and
applications  sought  and/or  received  for the leased  premises  and notify the
Landlord  in  writing  of any  and  all  administrative  orders  concerning  the
premises.  Nothing herein shall make the Landlord responsible to file or prepare
permits or applications on behalf of the Tenant.

                  B) Upon either  expiration or termination of the lease, or the
expiration or termination of any renewal term provided for herein,  whichever is
later, whether such termination is voluntary or involuntary, or upon the sale of
the Demised Premises by Landlord, or upon any other action by either Landlord or
Tenant  which  would   constitute  a  "closing,   terminating  or   transferring
operations"  pursuant to ISRA and  regulations  promulgated  thereunder,  Tenant
shall,  if required by law,  at its sole cost and expense  promptly  comply with
ISRA and obtain approval of a Negative  Declaration,  or a cleanup plan from the
New Jersey  Department of  Environmental  Protection or obtain a letter from the
DEP stating that the Demised Premises are not subject to ISRA. Tenant shall bear
the sole cost and  expense  for such  compliance  including  performance  of any
cleanup plan and  compliance  with any other  environmental  law or  regulation.
Tenant shall be solely responsible for the preparation of documents to be filed,
and all  sampling,  analysis  and  ISRA  review  fees  and  costs  shall  be the
obligation of Tenant.

                  C) In the event  that,  to the  extent  required  by law,  the
approval  of  a  Negative   Declaration,   or  approval  and   completion  of  a
cleanup/closure  plan, or a letter of  nonapplicability  of ISRA is not received
and delivered to Landlord by the expiration or  termination  date of this lease,
then this lease shall be extended  and  continued  at the option of the Landlord
and Tenant shall pay the base rent (i.e.,  real estate taxes,  water,  sewer and
other  utilities)  and other  charges set forth  herein,  which shall be due and
payable   until  such   approvals   are  received  and  delivered  to  Landlord.
Notwithstanding  the  foregoing,  Tenant shall not be permitted to occupy or use
the leased premises except for the purpose of compliance with ISRA.

                  D) In the event that Tenant is not exerting reasonable efforts
to  comply  with  ISRA,  then  Landlord  shall  have  the  option,  but  not the
obligation,  to  comply  with  ISRA,  and  all  costs  of  compliance  including
attorney's  fees  shall be the  responsibility  of Tenant  and shall  constitute
additional rentals.

                                       35
<PAGE>

                  E) Tenant shall be solely responsible for all penalties, fines
or  administrative  orders imposed by the New Jersey Department of Environmental
Protection resulting from Tenant's use or occupancy of the Premises and required
in connection  with its  occupancy of the Premises and shall  indemnify and hold
Landlord harmless from same, to the extent permitted by law.

                  F) Tenant shall be  responsible  for cleanup by reason of ISRA
compliance, as required under this article, pertaining to the leased premises or
any other part of the premises of which the leased  premises is a part,  only to
the extent that such cleanup is due to the  Tenant's use of the leased  premises
during the term of this lease agreement or any renewals or extensions thereof.

         28. MISCELLANEOUS.

                  A. If in connection with obtaining financing for the Building,
a bank,  insurance company or other recognized  institutional  lender or the New
Jersey Economic  Development  Authority or its nominee shall request  reasonable
modifications  in this Lease as a condition to such  financing,  Tenant will not
unreasonably  withhold,  delay or defer its consent thereto,  provided that such
modifications  do not increase the obligations of Tenant  hereunder,  materially
decrease the rights of Tenant  hereunder or materially  decrease the obligations
of Landlord  hereunder.  In addition  thereto,  but not more than once per year,
Tenant shall  furnish to any  mortgagee or proposed  mortgagee of the  Building,
copies of Tenant's latest financial  statements duly certified by an independent
certified  public  accountant,  or if no such certified  statement is available,
then such  statements  shall be  certified  by the  Tenant,  its duly  certified
officer or partner, as the case may be.

                  B.  Tenant  shall not be  entitled  to  exercise  any right of
termination  or other option granted to it by this Lease at any time when Tenant
is in  default  in the  performance  or  observance  of  any  of the  covenants,
agreements,  terms,  provisions  or  conditions  on its part to be  performed or
observed beyond the applicable grace period provided in this Lease.

                  C. Tenant shall not sublet,  take by assignment,  or otherwise
occupy any space in the Building other than the premises hereby demised,  except
with the prior written consent of Landlord in each instance,  which shall not be
unreasonably withheld, conditioned or delayed.

                  D. If this Lease is offered to Tenant by the managing agent of
the  Building,  such  offer is made  solely in the  capacity  as such  agent and
subject  to  Landlord's  acceptance  and  approval;   and  Landlord  and  Tenant
acknowledge  that this Lease shall not in any way bind  Landlord or Tenant until
such time as the same has been  approved and executed by Landlord and Tenant and
a fully executed original has been delivered to each.

                                       36
<PAGE>

                  E.  The laws of the  State  of New  Jersey  shall  govern  the
validity,   performance  and  enforcement  of  this  Lease.  The  invalidity  or
unenforceability  of any  provision  hereof shall not affect or impair any other
provision.

                  F. Whenever a neutral singular pronoun refers to Tenant,  same
shall be deemed to refer to Tenant if Tenant be an individual, a corporation,  a
partnership or two or more individuals or corporations.

                  G. The term  "Landlord"  as used in this Lease  shall mean the
owner  for the  time  being of the  Building,  and if such  Building  be sold or
transferred,  the seller or assignor shall be entirely relieved of all covenants
and  obligations  under this Lease  subsequent  to such sale or transfer  and it
shall be deemed,  without further agreement between the parties hereto and their
successors,  that the purchaser on such sale has assumed and agreed to carry out
all  covenants  and  obligations  of Landlord  arising on and after such sale or
transfer.

                  H. The words "herein," "hereof," "hereunder," "hereafter," and
the  words  of  similar  import  refer to this  Lease as a whole  and not to any
particular section or subdivision thereof.

                  I. In all  cases  where  Landlord's  consent  or  approval  is
required under this Lease,  Landlord  covenants and agrees that such covenant or
approval shall not be  unreasonably  withheld or delayed at such times as Tenant
is not in default in the performance of any of its obligations  under this Lease
beyond the applicable grace period provided herein.

                  J.  Landlord  does not, in any way for any  purpose,  become a
partner of Tenant in the conduct of business,  or otherwise,  a joint adventurer
or a member of a joint enterprise with Tenant.

                  K.  Landlord  hereby  reserves  the  right at any time to make
alterations or additions to and to build  additional  stories on the building in
which the premises are  contained  (provided in such event  Tenant's  Percentage
shall be proportionately reduced) and to build adjoining the same. Landlord also
reserves the right to construct other buildings or improvements on the Land from
time to time and to make alterations  thereof or additions  thereto and to build
adjoining   same  (provided  in  such  event   Tenant's   Percentage   shall  be
proportionately  reduced)  and to  construct  double-deck  or  elevated  parking
facilities,  so long as same does not substantially  interfere with Tenant's use
of premises or the Common Areas of the Building.

                  L. Each the Landlord and Tenant  covenant and represent to the
other that no real estate  agent or broker was  involved in bringing  about this
transaction  other than the  broker  identified  in  Preamble  item  (17).  Each
Landlord and Tenant agree to indemnify, defend and hold harmless each other from
and against any and all liabilities,  claims, suits, demands,  judgments, costs,
interest and expenses  (including  but not limited to,  counsel fees incurred in
the defense of any action or proceeding) to which the other party may be subject
or suffer by reason of a breach of the foregoing covenant and representation.

                                       37
<PAGE>

         29.  INABILITY TO PERFORM.  This Lease and the obligations of Tenant to
pay rent hereunder and perform all of the other  covenants,  agreements,  terms,
provisions and conditions  hereunder on the part of Tenant to be performed shall
in no ways be  affected,  impaired  or  excused  because  Landlord  is unable to
fulfill  any of its  obligations  under  this Lease or is unable to supply or is
delayed in  supplying  any service  expressly  or impliedly to be supplied or is
unable to make or is  delayed in making any  repairs,  replacements,  additions,
alterations or decorations or is unable to supply or is delayed in supplying any
equipment  or  fixtures if Landlord  is  prevented  or delayed  from doing to by
reason of strikes or labor  troubles or any other  similar or  dissimilar  cause
whatsoever  beyond   Landlord's   control,   including,   but  not  limited  to,
governmental  preemption in connection with a national emergency or by reason of
any rule,  order or regulation of any department or  subdivision  thereof of any
governmental  agency or by reason of the  conditions  of supply and demand which
have been or are affected by war or other emergency, or by reason of any fire or
other casualty or act of God.

         30. ABANDONED PERSONAL PROPERTY.  Any personal property (other than any
fixture, equipment,  improvement,  installation or appurtenance of the character
referred to in Article 8 hereof), which shall remain in the premises or any part
thereof after the  expiration or  termination of the term of this Lease shall be
deemed to have abandoned, and either may be retained by Landlord as its property
or may be disposed of in such manner as Landlord may see fit; provided, however,
that  notwithstanding the foregoing,  Tenant will, upon request of Landlord made
not later than ten (10) days after the  expiration  or  termination  of the term
hereof, promptly remove from the Building any such personal property at Tenant's
own cost and expense.  If such  personal  property or any part thereof  shall be
sold by  Landlord,  Landlord may receive and retain the proceeds of such sale as
Landlord's property.

         31. EXCULPATION.  Notwithstanding anything to the contrary set forth in
this Lease, it is specifically  understood and agreed by Tenant that there shall
be  absolutely  no personal  liability on the part of Landlord or on the part of
the  partners  of  Landlord  with  respect  to any of the terms,  covenants  and
conditions of this Lease, and Tenant shall look solely to the equity, if any, of
Landlord  in  the  Land  and  Building   (including  the  sale,   insurance  and
condemnation  proceeds thereof) for the satisfaction of each and every remedy of
Tenant in the event of any breach by  Landlord;  such  exculpation  of  personal
liability to be absolute and without any exception whatsoever.

         32.  ARTICLE  HEADINGS.  The  Article  headings  of this  Lease are for
convenience only and are not to be considered in construing the same.

                                       38
<PAGE>

         33. QUIET ENJOYMENT. Landlord covenants that if, and so long as, Tenant
is not in default beyond the applicable  notice and grace period provided herein
with respect to the  performance  of the terms and  conditions on its part to be
performed  under this Lease,  Tenant shall  quietly  enjoy the premises  without
hindrance or  molestation by Landlord or by any other person  lawfully  claiming
the same, subject to the covenants, agreements, terms, provisions and conditions
of  this  Lease  and  to any  ground  leases  and/or  underlying  leases  and/or
mortgages,  extensions, renewals,  modifications,  alterations and substitutions
thereof,  to  which  this  Lease  is  now  and  may  hereafter  be  subject  and
subordinate, as hereinbefore set forth.

         34.  HOLDING  OVER.  If the Tenant  retains  possession  of the Demised
Premises or any part thereof after the  termination of the term by lapse of time
or otherwise,  without prior written approval of Landlord,  the Tenant shall pay
the Landlord  Fixed Rent at one and one half times the rate specified in Article
3, together with additional rent and other charges as provided  herein,  for the
time the Tenant thus remains in possession,  and, in addition thereto, shall pay
the  Landlord  all damages  sustained  by reason of the  Tenant's  retention  of
possession.  If the Tenant remains in possession of the Demised Premises, or any
part thereof,  after the  termination of the term by lapse of time or otherwise,
such holding over shall, at the election of the Landlord  expressed in a written
notice to the Tenant and not otherwise, constitute an extension of this Lease on
a  month-to-month  basis at double  the  monthly  rental set forth in Article 3,
together  with  additional  rent and  other  charges  as  provided  herein.  The
provisions of this Article 34 do not exclude the  Landlord's  rights of re-entry
or any other right hereunder.

         35.  TENANT'S  OPTION.  Landlord  hereby grants to Tenant the option to
extend the term of this  Lease for two (2)  term(s) of five (5) years each term,
provided (i) Tenant is not currently in default beyond any applicable notice and
cure period;  and (ii) Tenant gives Landlord  written notice of his intention to
exercise the option at least nine (9) months prior to the expiration of the then
current term.

         Should  Tenant  exercise its extension  option in  accordance  with the
provisions  of the preceding  paragraph,  Landlord  shall provide to Tenant,  in
writing, a statement indicating Landlord's  calculation of the fair market value
of the Fixed Rent for the  renewal  term  within  thirty (30) days of receipt of
Tenant's  timely  notice.  In  calculating  the fair market  value for  Tenant's
extension  option,  Landlord  shall  consider all elements  affecting  the Lease
transaction,  including, but not limited to, credit worthiness, Tenant's need or
lack thereof to require an improvement allowance or rental abatement, steady and
continuous  rental  income which could be  interrupted  due to marketing  and/or
construction  time,  the amount of brokerage  commissions  will be those payable
upon a lease  renewal,  and  other  buildings  within  the  central  New  Jersey
marketplace,  particularly  the Eatontown  Industrial  Park. In the event Tenant
disputes  Landlord's  calculation  of the fair  market  value for the  extension
option,  Tenant  shall  have  twenty  (20) days from  receipt of same to provide
written objection to the Landlord. Thereafter, the parties shall seek to reach a
mutually agreeable number and, in the event the parties are unable to reach such

                                       39
<PAGE>

mutual  agreement  within  ten (10)  business  days of receipt  by  Landlord  of
Tenant's  objection,  the  parties  shall  engage  the  services  of a  mutually
acceptable  appraiser to determine such fair market value. The cost of the third
party  appraiser shall be shared equally by the Landlord and Tenant and shall be
binding upon both parties.

         The Fixed  Rent for the  first  renewal  term  shall be 95% of the fair
market value as  determined by the method  outlined in the preceding  paragraph,
but not less than the prior year's  rental.  The second renewal term shall be at
fair  market  value  as  determined  by the  method  outlined  in the  preceding
paragraph, but not less than the prior year's rental.

         36. SIGNAGE.  Landlord shall provide to Tenant, at Landlord's cost, not
less than  Tenant's  Percentage  of lineage on the exterior  monument  sign,  in
common with the other  tenants.  Additionally,  Landlord shall provide to Tenant
one (1) interior  lobby sign,  at  Landlord's  cost.  Landlord  shall  provide a
directory  board or monitor in the Building  lobby with  Tenant's  Percentage of
listings for Tenant, its sub-tenants and their officers and employees, from time
to time.

         37. RIGHT OF FIRST OFFER.  In the event any space becomes  available on
the third  floor of the  Building  during  Tenant's  lease term or any  renewals
thereof,  either in the initial  instance or after an existing  tenant  vacates,
Landlord  shall  provide  written  notice  of same  to  Tenant.  (a  "Landlord's
Notice").  Thereafter, Tenant shall have a period of five (5) business days from
the date of receipt of  Landlord's  Notice to exercise  its right of first offer
(the "Tenant's  Right of First Offer").  Tenant shall exercise it's the Tenant's
Right of First Offer, if at all, by serving  written notice (a "Tenant  Notice")
upon the Landlord within said five (5) business day period.  In the event Tenant
timely  provides  Landlord a Tenant  Notice  advising  Landlord of its intent to
exercise Tenant's Right of First Offer, the parties shall immediately and timely
enter into an appropriate modification to lease incorporating the terms of same.
The parties agree that the lease  modification,  plans and  mechanical  drawings
will be  completed  and  approved by all parties not later than thirty (30) days
from the date of the Tenant Notice.

         The terms of Tenant's  Right of First Offer shall vary  dependant  upon
the then remaining term of this Lease, but regardless of the then remaining term
the rental  provisions shall be the same as those that are in effect at the time
that Tenant  exercises  Tenant's Right of First Offer  (including any Fixed Rent
increases and Fixed Rent Adjustments).  Additionally,  the term of the Lease for
both the initial Demised Premises and the expansion space shall be co-terminus.

         In the event Tenant  exercises the Tenant's  Right of First Offer prior
to the second anniversary date of the Commencement Date,  Landlord shall provide
Tenant  with  a  tenant  improvement   allowance  consistent  with  the  initial
installation  hereunder. In the event Tenant's Right of First Offer is exercised
at any time after the second anniversary of the Commencement Date, there will be
a  proportionate  reduction  in  the  tenant  improvement  allowance.  Provided,
however,  that in the event Tenant has any remaining  options to extend the term
of the  Lease,  in the event  Tenant  exercises  same,  the  tenant  improvement
allowance will still be consistent with the initial installation hereunder.

                                       40
<PAGE>

         In the event Tenant fails to timely  exercise  Tenant's  Right of First
Offer, the same shall be deemed conclusive  evidence of Tenant's intent to waive
same. In such case,  Landlord  shall be free to lease the space to a third party
upon terms and conditions acceptable to Landlord. However, in the event Landlord
(i) shall  enter into a lease with a third  party (or fail to enter into a lease
within ninety (90) days thereafter) or (ii) receives a request for proposal from
a third  party for the lease of the space,  Tenant's  Right of First Offer shall
again be effective after the expiration of the term of such lease  (inclusive of
options) or if no lease was signed  with a third party in the initial  instance,
in a period of ninety (90) days from the  expiration of Tenant's  Right of First
Offer (i.e. 95 days),  under the  circumstances set forth in (i) above, or prior
to Landlord's  acceptance of such request for proposal,  under the circumstances
set  forth  in (ii)  above,  whereupon  Landlord  shall  again  comply  with the
provisions of this Section 37.

         This  right of first  offer  shall  only be valid if  Tenant  is not in
material breach any of the terms of this Lease beyond any applicable  notice and
cure period.

         38. ROOF. Tenant shall be permitted to use its  proportionate  share of
the  existing  roof,  where it may  install,  at its sole  cost and  expense,  a
microwave,  satellite or other  antenna  communication  system  and/or a back up
generator  provided:  (a) such roof  equipment is installed  and  maintained  in
compliance  with any applicable  requirements  of any  governmental  authorities
having  jurisdiction  thereunder,  and that Tenant  obtain and keep in force any
licenses required therefor; (b) Tenant obtains written consent of Landlord which
consent shall not be unreasonably  withheld or delayed; and (c) Tenant shall pay
for any and all cost or expenses  resulting  from any damage  which may occur to
the roof  (or  other  property  of the  Landlord  or other  tenants  within  the
building) by reason of the installation, operation or removal of such equipment,
including any voiding of any roof warranties or roof bonds.

         39. LANDLORD'S CONTRIBUTION TO TENANT'S ARCHITECTURAL FEES. The parties
hereto  acknowledge  and agree that Landlord has agreed to contribute the sum of
$17,796 towards the design coordination and observation  services to be provided
to Tenant by The Aztec  Corporation  and to reimburse The Aztec  Corporation for
space planning services in the amount of $1,738.00.  Landlord agrees to pay such
sum with respect to  observation  services  directly to Tenant via a rent credit
against the first rents falling due following the Commencement Date.  Landlord's
contribution  to such  observation  services and space  planning  services is an
accommodation  to Tenant and not intended to create any  relationship or privity
between Landlord and The Aztec  Corporation.  Under no  circumstances  shall The
Aztec Corporation be deemed a "third party beneficiary" to this provision.

                                       41
<PAGE>

         IN WITNESS  WHEREOF,  Landlord and Tenant have executed or caused to be
executed, these presents, as of the date first hereinabove set forth.


Signed, Sealed and Delivered                DONATO HI-TECH HOLDINGS IV, INC.
                                            (Landlord)


                                            BY: /s/ John Donato, Jr
------------------------------                 --------------------------------
                                               Name: John Donato, Jr.
                                               Title: President


                                            QMED, INC. (Tenant)


                                            BY:  /s/ Jane Murray
------------------------------                 --------------------------------
                                               Name:  Jane Murray
                                               Title: Executive Vice President


                                       42
<PAGE>



                                    Exhibit A
                                   Floor Plan


<PAGE>



                            See attached space plan.



<PAGE>

                                    Exhibit B
                                 Landlord's Work


         Landlord shall  construct the Demised  Premises in accordance  with the
general  plans and  specifications  set forth on the  attached  print,  entitled
"Estimating Plan - Third Floor,"  prepared by The Aztec  Corporation (job number
28061-B),  dated April 1, 2002 and revised  April 3, 2002.  Notwithstanding  the
foregoing,  the parties  acknowledge and agree that the following items shall be
excluded from the Estimating Plan for purposes of this Exhibit B:

HARDWARE LEGEND
9. Push Button Entry Locks

WINDOW TREATMENT NOTES
1. Building Standard Mini-Blinds
2. Interior Atrium Window Mini-Blinds

PARTITION TYPES SYMBOLS AND LEGEND
5. Glass Sidelight in Drywall Partition (Tenant to receive credit for building
standard drywall partition not installed).

TELEPHONE AND ELECTRIC
1. Wall Telephone Outlets
2. Wall Data Outlets
3. Combo Telephone Data Outlets
4. Electronic Push Button Entry Key

MILL WORK DESCRIPTIVE LEGEND
MW-1

<PAGE>

                                    Exhibit C
                              Rules and Regulations


         The parties  hereto  acknowledge  that there are currently no Rules and
Regulations  in effect at the  building.  However,  the Landlord  has  expressly
reserved the right to implement  reasonable  Rules and  Regulations at a time in
the future, subject to the provisions of this Lease.



<PAGE>


                                    Exhibit D
                            Janitorial Specifications


<PAGE>


                                    Exhibit E
                               HVAC Specifications


HVAC Specifications


         The  HVAC  system  shall  be   designated  to  maintain  the  following
conditions:

         Outdoor Summer = 91(degree) DB/76(degree) WB Indoor Summer = 75(degree)
         DB/50(degree) RH Outdoor Winter = 10(degree) Indoor Winter = 72(degree)

         The  system  shall have the  capacity  to: (i)  maintain  these  design
temperatures based on a tenant usage of 4.0 watts per square foot for lights and
power,  and (ii) delivery 1.0 cfm per square foot at a supply air temperature of
56(degree) F at the floor.