<PAGE>

                                                                    EXHIBIT 10.2

                                 LEASE AGREEMENT



                                 BY AND BETWEEN



                         STELLAR CONTINENTAL LLC, LESSOR



                                     - AND -



                     GOAMERICA COMMUNICATIONS CORP., LESSEE



                           DATED: NOVEMBER ____, 2003


<PAGE>

                                TABLE OF CONTENTS

BASIC LEASE PROVISIONS AND DEFINITIONS.........................................1

 1.      DESCRIPTION...........................................................2

 2.      TERM..................................................................3

 3.      BASIC RENT............................................................3

 4.      USE AND OCCUPANCY.....................................................3

 5.      CARE AND REPAIR OF PREMISES/ENVIRONMENTAL.............................3

 6.      ALTERATIONS, ADDITIONS OR IMPROVEMENTS................................6

 7.      ACTIVITIES INCREASING FIRE INSURANCE RATES............................6

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

 9.      COMPLIANCE WITH RULES AND REGULATIONS................................10

10.      DAMAGES TO BUILDING..................................................10

11.      WAIVER OF SUBROGATION................................................11

12.      EMINENT DOMAIN.......................................................11

13.      INSOLVENCY OF LESSEE.................................................12

14.      LESSOR'S REMEDIES ON DEFAULT.........................................12

15.      DEFICIENCY...........................................................12

16.      SUBORDINATION OF LEASE...............................................13

17.      SECURITY DEPOSIT.....................................................14

18.      RIGHT TO CURE LESSEE'S BREACH........................................16

19.      LIENS................................................................16

20.      RIGHT TO INSPECT AND REPAIR..........................................16

21.      SERVICES TO BE PROVIDED BY LESSOR....................................16

22.      AFTER-HOURS USE......................................................17

23.      INTERRUPTION OF SERVICES OR USE......................................17

24.      ELECTRICITY..........................................................18

25.      ADDITIONAL RENT......................................................20

         (A)      Operating Cost Escalation...................................20
         (B)      Fuel, Utilities and Electric Cost Escalation................21
         (C)      Tax Escalation..............................................21

                                       i

<PAGE>

         (D)      Lease Year..................................................22
         (E)      Payment.....................................................22
         (F)      Books and Records...........................................23
         (G)      Right of Review.............................................23
         (H)      Occupancy Adjustment........................................23

26.      LESSEE'S ESTOPPEL....................................................24

27.      HOLDOVER TENANCY.....................................................24

28.      RIGHT TO SHOW PREMISES...............................................25

29.      "AS IS" CONDITION....................................................25

30.      WAIVER OF TRIAL BY JURY..............................................25

31.      LATE CHARGE..........................................................25

32.      INSURANCE............................................................25

         (A)      Lessee's Insurance..........................................25
         (B)      Lessor's Insurance..........................................27
         (C)      Waiver of Subrogation.......................................28

33.      NO OTHER REPRESENTATIONS.............................................28

34.      QUIET ENJOYMENT......................................................28

35.      INDEMNITY............................................................28

36.      RULES OF CONSTRUCTION/APPLICABLE LAW.................................28

37.      APPLICABILITY TO HEIRS AND ASSIGNS...................................29

38.      PARKING..............................................................29

39.      LESSOR'S EXCULPATION.................................................30

40.      INTENTIONALLY OMITTED................................................30

41.      RECORDATION .........................................................30

42.      NO OPTION............................................................30

43.      DEFINITIONS..........................................................30

         (A)      Affiliate...................................................30
         (B)      Business Days and Building Hours............................30
         (C)      Common Facilities...........................................31
         (D)      Force Majeure...............................................31
         (E)      Lessee's Percentage.........................................31

44.      LEASE COMMENCEMENT...................................................32

                                       ii

<PAGE>

45.      NOTICES..............................................................32

46.      ACCORD AND SATISFACTION..............................................32

47       EFFECT OF WAIVERS 32

48.      LESSOR'S RESERVED RIGHT..............................................32

49.      RELOCATION BY LESSEE.................................................33

50.      CORPORATE AUTHORITY..................................................33

51.      NUMBER AND GENDER....................................................33

52.      LESSEE RESTRICTION...................................................33

53.      GOVERNMENT REQUIREMENTS..............................................33

54.      LIMITATION OF LESSOR'S LIABILITY.....................................34

55.      24-HOUR ACCESS.......................................................34

56.      RENEWAL OPTION.......................................................34

57.      ADDITIONAL SPACEPUT..................................................34

58.      WARRANT..............................................................35

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

         Exhibit A..................Premises
         Exhibit B..................Rules and Regulations
         Exhibit C..................Cleaning Specifications
         Exhibit D..................Warrant


                                      iii
<PAGE>

         LEASE,  dated November ___, 2003,  between STELLAR  CONTINENTAL  LLC, a
Delaware  limited  liability  company with an office at 156 William Street,  New
York, New York 10038 (hereinafter called "LESSOR"), and GOAMERICA COMMUNICATIONS
CORP.,  a New  Jersey  Corporation,  whose  address  is 401  Hackensack  Avenue,
Hackensack, New Jersey (hereinafter called "LESSEE").


                                 REFERENCE PAGE

                                CONTINENTAL PLAZA

                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

         (1) DEMISED  PREMISES OR PREMISES:  Approximately  4,130 gross rentable
square  feet on the sixth  (6th)  floor of the  Building  as shown on  Exhibit A
hereto, which includes an allocable share of the Common Facilities as defined in
Subsection 43(C).

         (2) BUILDING: 433 Hackensack Avenue, Hackensack, New Jersey.

         (3) TERM FIXED  BASIC RENT:  $22 per square  foot per year,  payable in
monthly installments of $7,571,67.  All exclusive of ERIF and subject to further
adjustment as provided in Section 24.

         (4) MONTHLY  FIXED BASIC RENT:  $7,571,67.  All  exclusive  of ERIF and
subject to further adjustment as provided in Section 24.

         (5) ELECTRIC RENT  INCLUSION  FACTOR  ("ERIF"):  One and 50/100 ($1.50)
Dollars per gross  rentable  square  foot;  Five  Hundred and Sixteen and 21/100
($516.21) per month.

         (6) ESCALATORS:  Additional Rent  adjustments and Base Year adjustments
for the Operating  Cost  Escalation,  Tax  Escalation,  and Fuel,  Utilities and
Electric Cost Escalations.

         (7) COMMENCEMENT  DATE: As of the date Lessor receives a Certificate of
Occupancy for the Premises, subject to Sections 29 and 44.

         (8) TERM:  The  period  beginning  as of the date  hereof and ending on
November 30, 2003.

         (9) OPTION TERM:  Any calendar month during which this Lease is renewed
pursuant to Section 56.


                                       1
<PAGE>

         (10) TERMINATION DATE: November 30, 2003, unless Lessor and Lessee have
exercised an Option Term (as defined in Section 56 herein).

         (11) SECURITY DEPOSIT:  None, unless Lessor requires a Security Deposit
following a default by Lessee or upon the exercise of the  Additional  Space PUT
(as defined in Section 57 herein).

         (12) BASE PERIOD COSTS: As to the following:

         (A)      Base Operating  Costs:  Those costs incurred for the Building,
                  Complex and Parcel during Calendar Year 2003.

         (B)      Base Real  Estate  Taxes:  Those Real  Estate  Taxes  assessed
                  against  the  Building,   Complex  and  Parcel  applicable  to
                  Calendar Year 2003.

         (C)      Base  Utility  and Energy  Costs:  Those costs  determined  by
                  multiplying the Base Utility Rate (as hereinafter  defined) by
                  the usage incurred for the Building, Complex and Parcel during
                  Calendar Year 2003.

         (13) BASE UTILITY RATE: The rate in effect  (including  fuel surcharges
and/or adjustments) on January 1, 2003.

         (14) LESSEE'S  PERCENTAGE:  Seven-Hundredths  (0.7%) percent subject to
adjustment as in Subsection 43(E) provided.

         (15) PARKING SPACES:  A total of sixteen (16) spaces,  of which six (6)
shall be in the covered parking area described in Section 38, below.

         (16) BROKER: None.

         (17) PARCEL:  Lot 5.A, Block 512.A,  Lot 1, Block 514 on the tax map of
the City of  Hackensack;  Lot 3, Block 98 on the tax map of the Borough of River
Edge.

         (18)  PERMITTED USE:  General  office for executive and  administrative
purposes and network operations.

         (19)  ADDITIONAL  RENT:  All sums in  addition to Term Fixed Basic Rent
payable by Lessee to Lessor  pursuant  to the  provisions  of this Lease for the
collection  of which Lessor shall have all the remedies as are permitted for the
collection of Fixed Basic Rent.


                                               W I T N E S S E T H:

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


                                       2
<PAGE>

         1. DESCRIPTION. Lessor hereby leases to Lessee, and Lessee hereby hires
from Lessor,  the Demised Premises as defined on the Reference Page (hereinafter
called  "DEMISED  PREMISES"  or  "PREMISES"),  as shown  on the  plan or  plans,
initialed by the parties hereto,  marked EXHIBIT A attached hereto and made part
of this Lease in the  Building  as defined on the  Reference  Page  (hereinafter
called the  "BUILDING")  which is situated as part of that  Complex of Buildings
known as 401, 407, 411 and 433 Hackensack Avenue,  Hackensack,  New Jersey, also
known as Continental Plaza  (hereinafter  called the "COMPLEX"),  all located on
that  certain   Parcel  as  defined  in  Section  (15)  on  the  Reference  Page
(hereinafter called the "PARCEL").

         2.  TERM.  The  Premises  are leased  for the Term to  commence  on the
Commencement  Date, and to end at 12:00 midnight on the Termination Date, all as
defined on the Reference Page.

         3.  BASIC  RENT.  The Lessee  shall pay to the  Lessor  during the Term
commencing on the Commencement Date, the Term Fixed Basic Rent as defined on the
Reference Page (hereinafter called the "TERM FIXED BASIC Rent"), payable in such
coin or currency of the United States of America as at the time of payment shall
be legal  tender for the  payment of public and  private  debts.  The Term Fixed
Basic Rent shall accrue at the Term Fixed Basic Rent as defined on the Reference
Page and shall be payable in  advance  on the first day of each  calendar  month
during the Term in  installments  of Monthly  Fixed Basic Rent as defined on the
Reference  Page,  except that a  proportionately  lesser sum may be paid for the
first and last months of the Term of this Lease if the Term  commences  on a day
other than the first day of the month, in accordance with the provisions of this
Lease  herein set forth.  Lessor  acknowledges  receipt from Lessee of the first
installment  of  Monthly  Fixed  Basic Rent for the Term,  by check,  subject to
collection.  Lessee  shall  pay  Fixed  Basic  Rent and any  Additional  Rent as
hereinafter  provided,  to Lessor at Lessor's above stated  address,  or at such
other  place as Lessor may  designate  in  writing,  without  demand and without
counterclaim,  deduction  or setoff.  The  aforesaid  Fixed  Basic Rent shall be
subject to  adjustment as in Section 24 provided.  As used in this Lease,  Fixed
Basic Rent shall mean either Term Fixed Basic Rent,  Annual  Fixed Basic Rent or
Monthly Fixed Basic Rent, as appropriate.

         4. USE AND OCCUPANCY.  Lessee shall use and occupy the Premises for the
Permitted  Use as  defined  on the  Reference  Page  and for no  other  purpose.
Notwithstanding anything to the contrary contained in this Lease, Lessee, in the
use and  occupancy  of the Premises  and in the  prosecution  and conduct of any
business  thereon,  shall  comply  with all  requirements  of all laws,  orders,
ordinances,  rules and regulations of the Federal,  State,  county and municipal
authorities  and with any direction or certificate of occupancy  issued pursuant
to any law of or by any public  officer or officers.  Lessee  covenants  that it
will not use or  permit  to be used any part of the  Premises  for any  unlawful
purpose or for any  dangerous,  noxious or offensive  trade or business and will
not cause or maintain any nuisance in, at or on the Premises.

         5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL.

         (A) Lessee covenants to commit no act of waste and to take good care of
the Premises and the fixtures and appurtenances  thereon,  and shall, in the use
and occupancy of the Premises,  comply with all present and future laws,  orders


                                       3
<PAGE>

and regulations of the Federal,  State and municipal governments or any of their
departments   affecting  the  Premises  and  with  any  and  all   environmental
requirements  resulting  from the Lessee's use of the  Premises;  this  covenant
shall survive the expiration or sooner  termination  of the Lease.  Lessee shall
make all necessary  non-structural repairs to the Premises, and Lessee shall pay
to Lessor,  as Additional Rent,  immediately upon demand,  the cost for any such
necessary  repairs.  Lessor  shall  make all  necessary  repairs  to the  Common
Facilities,  the parking  areas,  if any, the Building  systems and the Building
structure,  the same to be included as an Operating  Cost pursuant to Section 25
herein,  except where the repair has been made  necessary by misuse,  overuse or
neglect by Lessee or Lessee's agents, servants,  visitors or licensees, in which
event Lessor shall  nevertheless make the repair but Lessee shall pay to Lessor,
as Additional  Rent,  immediately  upon demand,  the costs  therefor (net of any
insurance  proceeds which Lessor may receive on account of such repair).  Lessor
shall comply with all present and future  laws,  orders and  regulations  of the
federal,  state and municipal  governments or any of their departments affecting
the Common  Facilities,  the same to be included as an  Operating  Cost,  except
where the need for such  compliance  has been  made  necessary  by the  specific
manner of Lessee's  use, in which case Lessor  shall effect the  compliance  but
Lessee shall pay to Lessor,  as Additional Rent,  immediately  upon demand,  the
costs thereof.  All  improvements  made by Lessee to the Premises,  which are so
attached to the Premises that they cannot be removed without  material injury to
the Premises,  shall become the property of Lessor upon installation.  Not later
than the last day of the Term,  Lessee shall,  at Lessee's  expense,  remove all
Lessee's personal property and those  improvements made by Lessee which have not
become the property of Lessor,  including  trade  fixtures  (other than built-in
cabinetwork),  movable  paneling  partitions;  repair all  injury  done by or in
connection with the  installation or removal of said property and  improvements;
cap or terminate  all  electrical  and  telephone  connections  at service entry
panels as required by law; and  surrender  the Premises in as good  condition as
they were at the beginning of the Term,  reasonable wear and damage by fire, the
elements,  casualty,  or other cause not due to the misuse or neglect by Lessee,
Lessee's agents, servants, visitors or licensees excepted. All other property of
Lessee  remaining on the  Premises  after the last day of the Term of this Lease
shall be conclusively  deemed abandoned and may be removed by Lessor, and Lessee
shall  reimburse  Lessor for the cost of such removal.  Lessor may have any such
property stored at Lessee's risk and expense.  Notwithstanding the provisions in
this Section,  Lessee shall be responsible  for installing and  maintaining  any
additional  HVAC  systems  that  may  be  required  due to  Lessee's  use of the
Premises, as further provided for in Section 24(C).

         (B)  Lessee  agrees  that it will  not  suffer,  allow  or  permit  any
vibration,  radiation, noise or odor to emanate from Premises, or any machine or
other  installation  therein,  or otherwise suffer,  allow or permit the same to
constitute a nuisance or otherwise  unreasonably  interfere with (i) the safety,
comfort or convenience  of Lessor or any of the other  occupants of the Building
of which the Premises forms a part; (ii) their customers,  agents or invitees or
others  lawfully in or upon said premises.  Upon notice by Lessor to Lessee that
any of the aforesaid is  occurring,  Lessee shall  forthwith  (but in all events
within  five (5)  days)  install  sound  proofing  and take  such  other  steps,
including,  without limitation,  the installation of filters,  vents,  vibration
eliminators,  false  ceilings  and noise  barriers,  as are  required to prevent
vibration,  noise and odors from  annoying  the other  tenants of the  Building.
Lessee  shall  submit to Lessor a plan of the steps to be taken to prevent  such
conditions for Lessor' approval,  and shall complete all work in accordance with


                                       4
<PAGE>

such plan, if approved, prior to commencement of business. If the steps taken to
eliminate such conditions,  whether or not previously approved by Lessor,  shall
be deemed  unsatisfactory to Lessor,  Lessor may give notice specifying changes,
alterations  or repairs to be made at Lessee's  sole cost and  expense.  If such
changes,  alterations  or repairs are not  completed  within thirty (30) days of
such notice as specified by Lessor,  Lessor may, at its sole discretion,  either
(i) cure such  condition and  thereafter  add the cost and expenses  incurred by
Lessor  therefore as Additional  Rent to the next monthly  installment  of Fixed
Rent to become due; or (ii) treat such failure to eliminate such conditions as a
material default hereunder.

         (C) Lessee hereby agrees to execute such documents as Lessor reasonably
deems necessary and to make such applications as Lessor  reasonably  requires to
assure compliance with ISRA with respect to Lessee's operations at the Premises,
as that term is  hereinafter  defined.  Lessee shall bear all costs and expenses
incurred by Lessor  associated with any required ISRA compliance  resulting from
Lessee's use of the Demised  Premises  including but not limited to State agency
fees,  engineering fees, clean-up costs, filing fees and suretyship expenses. As
used  in  this  Lease,   ISRA   compliance   shall  include   applications   for
determinations of non-applicability by the appropriate  governmental  authority.
The foregoing  undertaking shall survive the termination or sooner expiration of
the Lease and surrender of the Demised  Premises and shall also survive sale, or
lease or  assignment  of the  Demised  Premises  by  Lessor.  Lessee  agrees  to
indemnify  and hold Lessor  harmless  from any  violation of ISRA  occasioned by
Lessee's use of the Demised Premises.  The Lessee shall immediately  provide the
Lessor with copies of all correspondence,  reports,  notices,  orders, findings,
declarations  and other materials  pertinent to the Lessee's  compliance and the
requirements of the New Jersey Department of Environmental  Protection ("NJDEP")
under ISRA as they are issued or received by the Lessee.

         (D)  Lessee  agrees  not  to  generate,  store,  manufacture,   refine,
transport,  treat, dispose of, or otherwise permit to be present on or about the
Demised Premises, any Hazardous Substances. As used herein, Hazardous Substances
shall be defined as any "HAZARDOUS  CHEMICAL,"  "HAZARDOUS SUBSTANCE" or similar
term as defined in the Comprehensive  Environmental  Responsibility Compensation
and  Liability  Act,  as  amended  (42  U.S.C.  9.0l et  seq.),  the New  Jersey
Environmental Cleanup Responsibility Act, as amended,  N.J.S.A.  13:IK-6 et seq.
and/or  the  Industrial  Site  Recovery  Act  ("ISRA"),  the  New  Jersey  Spill
Compensation and Control Act, as amended,  N.J.S.A.  58:l0-23.llb,  et seq., any
rules or regulations promulgated thereunder, or in any other applicable Federal,
State or local law, rule or regulation dealing with environmental protection. It
is understood and agreed that the provisions  contained in this Section shall be
applicable notwithstanding the fact that any substance shall not be deemed to be
a Hazardous  Substance at the time of its use by the Lessee but shall thereafter
be deemed to be a Hazardous Substance.

         (E) In the event  Lessee  fails to  comply  with ISRA as stated in this
Section or any other governmental law as of the termination or sooner expiration
of the Lease and as a consequence  thereof  Lessor is unable to rent the Demised
Premises,  then the Lessor  shall treat the Lessee as one who has not removed at
the end of its Term,  and  thereupon  be  entitled to all  remedies  against the
Lessee  provided  by law in that  situation  including  a monthly  rental of one
hundred fifty (150%) percent of the  installment of Monthly Fixed Basic Rent for
the last month of the Term of this Lease or any renewal term, payable in advance
on the first day of each month, until such time as Lessee provides Lessor with a


                                       5
<PAGE>

negative  declaration or confirmation  that any required  clean-up plan has been
successfully completed.

         (F) Lessee agrees that Lessee,  its agents and contractors,  licensees,
or  invitees  shall  not  handle,  use,  manufacture,  store or  dispose  of any
Hazardous  Substances on, under, or about the Premises,  without  Lessor's prior
written  consent  (which  consent  may be given or  withheld  in  Lessor's  sole
discretion),  provided that Lessee may handle, store, use or dispose of products
containing  small  quantities of Hazardous  Substances,  which products are of a
type  customarily  found  in  offices  and  households  (such  as  aerosol  cans
containing insecticides,  toner for copies, paints, paint remover, and the like)
, and provided  further that Lessee shall handle,  store, use and dispose of any
such  Hazardous  Substances in a safe and lawful manner and shall not allow such
Hazardous Substances to contaminate the Premises or the environment.

         (G) Without  limiting the above,  Lessee agrees to  reimburse,  defend,
indemnify  and hold  harmless  the  Lessor  and each  mortgagee  of the  Demised
Premises  from and against any and all  liabilities,  damages,  claims,  losses,
judgments,  causes of action, costs and expenses,  including without limitation,
loss of rental  income,  loss due to business  interruption,  and the reasonable
fees and  expenses  of counsel  which may be  incurred by the Lessor or any such
mortgagee or threatened against the Lessor or such mortgagee,  arising out of or
in any way connected with the use, manufacture, storage or disposal of Hazardous
Substances by Lessee,  its agents or contractors on, under or about the Premises
including,   without  limitation,   the  costs  of  any  required  or  necessary
investigation,  repair,  cleanup or  detoxification,  and the preparation of any
closure or other required  plans in connection  herewith,  whether  voluntary or
compelled by governmental authority, or any breach by Lessee of the undertakings
set forth in this Section. The indemnity obligations of Lessee under this clause
shall survive any termination or expiration of the Lease.

         (H) Notwithstanding anything set forth in this Lease, Lessee shall only
be  responsible  for  contamination  of  Hazardous  Substances  or  any  cleanup
resulting  directly  therefrom,  resulting  directly  from matters  occurring or
Hazardous   Substances   deposited   (other  than  by  contractors,   agents  or
representatives  controlled  by  Lessor)  during the Lease  Term,  and any other
period of time during which Lessee is in actual or constructive occupancy of the
Premises.  Lessee shall take reasonable precautions to prevent the contamination
of the Premises with Hazardous Substances by third parties.

(I) It shall not be  unreasonable  for  Lessor to  withhold  its  consent to any
proposed  assignment or sublease if (i) the proposed  assignee's or  sublessee's
anticipated use of the Premises involves the generation, storage, use, treatment
or disposal of Hazardous Substances; (ii) the proposed assignee or sublessee has
been required by any prior landlord,  lender or  governmental  authority to take
remedial action in connection with Hazardous Substances contaminating a property
if the contamination resulted from such assignee's or sublessee's actions or use
of the  property in  question;  or (iii) the  proposed  assignee or sublessee is
subject  to an  enforcement  order  issued  by  any  governmental  authority  in
connection with the use, disposal, or storage of a Hazardous Substance.


                                       6
<PAGE>

         6.  ALTERATIONS,  ADDITIONS OR IMPROVEMENTS.  Lessee shall not, without
first  obtaining  the  written  consent  of  Lessor,  which  consent  shall  not
unreasonably  be  withheld,   conditioned  or  delayed,  make  any  alterations,
additions or improvements in, to or about the Premises.

         7. ACTIVITIES  INCREASING FIRE INSURANCE RATES.  Lessee shall not do or
suffer anything to be done on the Premises, which will increase the rate of fire
insurance on the Building.

         8.   ASSIGNMENT  AND  SUBLEASE.   Lessee  may  not  mortgage,   pledge,
hypothecate,  assign, transfer,  sublet or otherwise deal with this Lease or the
Premises in any manner except as specifically provided for in this Section 8:

         (A) In the  event  that the  Lessee  desires  to assign  this  Lease or
sublease all or any portion of the  Premises to any other  party,  the terms and
conditions of such  sublease or assignment  and the identity of the sublessee or
assignee, provided all by means of an executed agreement conditioned on Lessor's
approval,  shall be  communicated  to the Lessor in writing not less than thirty
(30) days prior to the effective date of any such sublease or  assignment,  and,
prior to such effective  date, the Lessor shall have the option,  exercisable in
writing to the Lessee  within  fifteen (15)  Business  Days  following  Lessor's
receipt of the  above-referenced  agreement,  to terminate  the within Lease and
recapture  Premises (or the part thereof relating to the assignment or sublease)
so that such  prospective  sublessee  or  assignee  shall then become the direct
lessee of Lessor  hereunder,  or  alternatively  to recapture  said Premises and
cancel this Lease  whereupon  Lessee  shall be fully  released  from any and all
obligations hereunder.

         (B) In the event that the Lessor  elects not to recapture  the Premises
or cancel this Lease or part thereof as the case may be in  accordance  with (A)
above, the Lessee may nevertheless  assign this Lease or sublet the whole or any
portion of the  Premises  so offered to Lessor,  subject to the  Lessor's  prior
written consent, and subject to the consent of any mortgagee,  trust deed holder
or ground lessor, on the basis of the terms and conditions  enumerated herein in
this  Subsection  8 (B).  Lessor  shall  not  consent,  and  shall not be deemed
unreasonable for failure to consent,  to any proposed  sublease or an assignment
of the Lease to a tenant, subtenant or other occupant of the Building or Complex
(or to a subsidiary or affiliate thereof), or if, in the judgment of Lessor, the
business of such proposed  subtenant or assignee is not compatible with the type
of occupancy of the Building, violates any exclusive granted to any other tenant
in the  Building,  or such  business  will  create  increased  use of the Common
Facilities  of the  Parcel  and/or  Building  or if  the  proposed  sublease  or
assignment  is to any State,  Federal or  municipal  agency or bureau or if such
mortgagee,  trust deed holder or ground  lessor does not  consent  thereto.  The
provisions of Section 5(I) also shall apply hereto.

         In  connection  with any request for Lessor to consent to an assignment
or subletting:

                  (1) The  Lessee  shall  provide  to the  Lessor  the  name and
         address of the assignee or sublessee,  and copies of financial  reports
         certified by an officer of the transferee and other relevant  financial
         information of the assignee or sublessee reasonably required by Lessor.


                                       7
<PAGE>

                  (2)  The  assignee  or  sublessee  shall  assume,  by  written
         instrument,  all of the  obligations of Lessee under this Lease,  and a
         copy of such  assumption  agreement  shall be  furnished  to the Lessor
         within ten (10) days of its  execution.  Any sublease  shall  expressly
         acknowledge that said sublessee's rights against the Lessor shall be no
         greater  than  those of the  Lessee and any  sublease  shall  expressly
         acknowledge that Lessor and sublessee are not in privity of contract.

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

                  (4) The Lessee and any  assignee or subtenant  shall  promptly
         pay to Lessor any  consideration  received for any assignment or all of
         the  rent  (Fixed  Basic  Rent  and  Additional  Rent),  and any  other
         consideration payable by the subtenant to Lessee under or in connection
         with the sublease,  as and when  received,  in excess of the Term Fixed
         Basic Rent and  Additional  Rent  required to be paid by Lessee for the
         period  affected by said  assignment  or sublease  for the area sublet,
         computed  on the  basis of an  average  square  foot rent for the gross
         square footage Lessee has leased.

                  (5) In any  event,  the  acceptance  by the Lessor of any rent
         (Fixed Basic Rent and Additional Rent) from the assignee or from any of
         the  subtenants  or the  failure of the Lessor to insist  upon a strict
         performance of any of the terms,  conditions and covenants herein shall
         not release the Lessee  herein,  nor any assignee  assuming this Lease,
         from any and all of the  obligations  herein  during and for the entire
         Term  of  this  Lease  nor,  without  express  written  consent  to any
         assignment or sublease, operate as Lessor's consent to an assignment or
         sublease.

                  (6) Lessor shall  require a Five Hundred and 00/100  ($500.00)
         Dollar  payment to cover its  handling  charges  for each  request  for
         consent to any sublet or assignment  prior to its  consideration of the
         same.

                  (7) Lessee shall have no claim, and hereby waives the right to
         any claim,  against  Lessor for money damages by reason of any refusal,
         withholding  or delaying by Lessor of any  consent,  and in such event,
         Lessee's  only  remedies  therefor  (if  any)  shall be an  action  for
         specific performance, injunction or declaratory judgment to enforce any
         such requirement.

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


                                       8
<PAGE>

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

         Lessor  shall have sixty (60) days next  following  its  receipt of the
written notice as to such Disposition in which to exercise the option to acquire
Lessee's interest by such Disposition,  and the exercise of the option by Lessor
shall be  effected by notice to that  effect  sent to the  Grantor;  but nothing
herein  shall  require  Lessor  to  accept  a  particular   Disposition  or  any
Disposition,  nor does the  rejection  of any one  such  offer of first  refusal
constitute a waiver or release of the  obligation of the Grantor to submit other
offers  hereunder  to Lessor.  In the event  Lessor  accepts such offer of first
refusal,  the  transaction  shall  be  consummated  pursuant  to the  terms  and
conditions of the  Disposition  described in the notice to Lessor.  In the event
Lessor  rejects  such  offer  of  first  refusal,  Grantor  may  consummate  the
Disposition with such other person,  firm, or entity;  but any decrease in price
of more than two (2%)  percent of the price  sought from Lessor or any change in
the terms of payment for such  Disposition  shall  constitute a new  transaction
requiring a further option of first refusal to be given to Lessor hereunder.

         (D) Without  limiting any of the  provisions  of Sections 13 and 14, if
pursuant to the Federal  Bankruptcy  Code (or any similar law hereafter  enacted
having the same  general  purpose),  or if pursuant to any State  insolvency  or
bankruptcy  law, Lessee is permitted to assign this Lease,  notwithstanding  the
restrictions  contained in this Lease,  adequate assurance of future performance
by an  assignee  expressly  permitted  under such code or law shall be deemed to
mean the  deposit  of cash  security  in an  amount  equal to the sum of one (1)
year's Term Fixed Basic Rent and Additional Rent for the next succeeding  twelve
(12) months (which  Additional  Rent shall be reasonably  estimated by Lessor) ,
which  deposit  shall be held by Lessor  for the  balance  of the Term,  without
interest,  as Additional Security Deposit, as hereinafter  defined, for the full
performance  of all of Lessee's  obligations  under this  Lease,  to be held and
applied in the manner specified for the Security Deposit in Section 17 hereof.

         (E) The sale,  issuance or transfer  of equity  interests  or change in
control of Lessee or any  Affiliate  shall be deemed an assignment of this Lease
unless: (a) it involves the sale or issuance of securities  registered under the
Securities  Act of  1933,  as  amended,  (b) it is  made  amongst  the  existing
principals  of Lessee or any  Affiliate,  or (c) it results  from the death of a
principal of Lessee or any Affiliate.

         (F) Except as specifically set forth above, no portion of, or any right
to use or occupy all or any of, the Demised Premises or of Lessee's  interest in
this  Lease  may  be  acquired  by any  other  person  or  entity,  directly  or
indirectly,  whether by assignment,  mortgage,  sublease, transfer, operation of
law or act of the Lessee,  nor shall Lessee pledge its interest in this Lease or
in any Security Deposit required hereunder.

         (G) If Lessee is a corporation  other than a corporation whose stock is
listed and traded on a nationally  recognized stock exchange,  the provisions of
this  Section 8 shall apply to a transfer  (however  accomplished,  whether in a


                                       9
<PAGE>

single transaction or in a series of related or unrelated transactions) of stock
or any other  mechanism  such as, by way of example,  the issuance of additional
stock, a stock voting agreement or change in class(es) of stock which results in
a change of control of Lessee as if such transfer of stock (or other  mechanism)
which results in a change of control of Lessee were an assignment of this Lease,
and if  Lessee  is a trust,  partnership,  limited  liability  company,  limited
liability  partnership or joint venture (an  "ENTITY"),  said  provisions  shall
apply with  respect to a transfer (by one or more  transfers)  of an interest in
the distributions of profits and losses of such Entity (or other mechanism, such
as, by way of example, the creation of additional general partnership or limited
partnership  or  membership  interests)  which results in a change of control of
such Entity as if such transfer of an interest in the  distributions  of profits
and losses of such  Entity  which  results in a change of control of such Entity
were an  assignment  of this  Lease;  but said  provisions  shall  not  apply to
transactions  with a  corporation  into  or  with  which  Lessee  is  merged  or
consolidated  or to  which  all or  substantially  all of  Lessee's  assets  are
transferred or to any  corporation  which controls or is controlled by Lessee or
is under common control with Lessee,  provided that in the event of such merger,
consolidation  or transfer of all or substantially  all of Lessee's assets,  (i)
the successor to Lessee has a net worth  computed in accordance  with  generally
accepted  accounting  principles  at least  equal to the  greater of (a) the net
worth of Lessee  immediately prior to such merger,  consolidation or transfer or
(b) the net worth of Lessee  herein  named on the date of this  Lease,  and (ii)
proof  satisfactory  to Lessor of such net worth  shall have been  delivered  to
Lessor  at  least  ten  (10)  days  prior  to the  effective  date  of any  such
transaction.

         9.  COMPLIANCE  WITH RULES AND  REGULATIONS.  Lessee shall  observe and
comply  with the  Rules  and  Regulations  hereinafter  set  forth in  EXHIBIT B
attached  hereto and made a part hereof and with such further  reasonable  Rules
and  Regulations  as Lessor  may  prescribe,  on notice to the  Lessee,  for the
safety,  care  and  cleanliness  of the  Building  and the  comfort,  quiet  and
convenience of other occupants of the Building.

         10.  DAMAGES TO  BUILDING.  If the  Building  is damaged by fire or any
other cause to such extent that the cost of restoration, as reasonably estimated
by Lessor,  will equal or exceed  twenty-five  (25%) percent of the  replacement
value of the Building (exclusive of foundations) just prior to the occurrence of
the damage, then Lessor may, no later than the sixtieth (60th) day following the
damage, give Lessee a notice of election to terminate this Lease, or if the cost
of  restoration  will equal or exceed  fifty (50%)  percent of such  replacement
value or if the estimated repair time (as determined by Lessor) is more than one
hundred fifty (150) days, and if the Premises shall not be reasonably usable for
the purpose for which they are leased hereunder,  then Lessee may, no later than
the sixtieth  (60th) day following the damage,  give Lessor a notice of election
to terminate this Lease.  In either said event of election,  this Lease shall be
deemed to terminate on the thirtieth (30th) day after the giving of said notice,
and Lessee shall  surrender  possession of the Premises within a reasonable time
thereafter;  and the Term  Fixed  Basic  Rent and any  Additional  Rent shall be
apportioned as of the date of said  surrender,  and any Term Fixed Basic Rent or
Additional  Rent paid for any period beyond the latter of the  thirtieth  (30th)
day after said notice, or the date Lessee surrenders possession, shall be repaid
to Lessee. If the cost of restoration shall not entitle Lessor to terminate this
Lease or if,  despite the cost,  Lessor does not elect to terminate  this Lease,
Lessor shall restore the Building and the Premises with  reasonable  promptness,
subject to Force Majeure,  as hereinafter  defined,  and except as stated above,


                                       10
<PAGE>

Lessee  shall have no right to  terminate  this  Lease.  Lessor need not restore
fixtures and improvements owned by Lessee.

                  Except as  provided in Section 5 hereof,  notwithstanding  the
         provisions of this Section or any other provision of this Lease, Lessor
         shall not have any  obligation  whatsoever to repair,  reconstruct,  or
         restore the  Premises  when the  damages  resulting  from any  casualty
         covered by the  provisions of this Section occur during the last twelve
         (12) months of the Term or any extension thereof.  In any case in which
         use of the  Premises is affected by any damage to the  Building,  there
         shall be either an abatement  or an  equitable  reduction in Term Fixed
         Basic  Rent and an  equitable  reduction  in the Base  Period  Costs as
         established  in  Section 25  depending  on the period for which and the
         extent to which the Premises are not reasonably  usable for the purpose
         for  which  they are  leased  hereunder.  The words  "RESTORATION"  and
         "RESTORE"  as used in this  Section 10 shall  include  repairs.  If the
         damage  results  from the  fault of the  Lessee,  or  Lessee's  agents,
         servants,  visitors or  licensees,  Lessee shall not be entitled to any
         abatement  or reduction  in Term Fixed Basic Rent or  Additional  Rent,
         except to the extent of any rent insurance received by Lessor.

         11.  WAIVER OF  SUBROGATION.  Except as  provided  in Section 5 hereof,
notwithstanding  the  provisions of this Section or any other  provision of this
Lease,  in the event of any loss or damage to the Building,  the Premises and/or
any contents (herein  "PROPERTY  DAMAGE"),  each party waives all claims against
the  other for any such loss or damage  and each  party  shall  look only to any
insurance  which it has obtained to protect against such loss (or in the case of
Lessee,  waives all claims against any tenant of the Building that has similarly
waived claims against such Lessee), and each party shall obtain, for each policy
of such  insurance,  provisions  waiving  any claim  against the other party and
against any other tenant(s) in the Building that has waived subrogation  against
the Lessee for loss or damage within the scope of such insurance.

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

         13.  INSOLVENCY OF LESSEE.  Either (a) the appointment of a receiver to
take possession of all or  substantially  all of the assets of Lessee,  or (b) a
general  assignment  by Lessee for the benefit of  creditors,  or (c) any action


                                       11
<PAGE>

taken or  suffered by Lessee  under any  insolvency  or  bankruptcy  act,  shall
constitute  a default  of this Lease by Lessee,  and Lessor may  terminate  this
Lease forthwith and upon notice of such termination Lessee's right to possession
of the Demised  Premises  shall cease,  and Lessee shall then quit and surrender
the Premises to Lessor but Lessee shall remain liable as hereinafter provided in
Section 14 hereof.

         14. LESSOR'S REMEDIES ON DEFAULT.  If Lessee defaults in the payment of
Term Fixed Basic Rent or any Additional  Rent, or defaults in the performance of
any of the other  covenants  and  conditions  hereof or permits the  Premises to
become  deserted,  abandoned or vacated,  or defaults in the  performance of any
other Lease held by Lessee or its Affiliates from Lessor or from any landlord in
which Lessor's  principals have at least a twenty-five  (25%) percent  interest,
Lessor may give Lessee notice of such  default,  and if Lessee does not cure any
Term Fixed Basic Rent or  Additional  Rent  default  within five (5) days of the
giving of such notice or other default  within fifteen (15) days after giving of
such  notice  or if such  other  default  is of such  nature  that it  cannot be
completely  cured  within such period,  if Lessee does not commence  such curing
within such fifteen (15) days and thereafter  proceed with reasonable  diligence
and in good faith to cure such default,  then Lessor may terminate this Lease on
not less than ten (10) days' notice to Lessee, and on the date specified in said
notice,  Lessee's right to possession of the Demised  Premises shall cease,  and
Lessee shall then quit and  surrender  the Premises to Lessor,  but Lessee shall
remain  liable  as  hereinafter  provided.  If this  Lease  shall  have  been so
terminated  by Lessor  pursuant to  Sections 13 or 14 hereof,  Lessor may at any
time thereafter resume possession of the Premises by any lawful means and remove
Lessee or other occupants and their effects.

         15.  DEFICIENCY.  In any case where Lessor has recovered  possession of
the  Premises by reason of  Lessee's  default,  Lessor may, at Lessor's  option,
occupy the Premises or cause the Premises to be redecorated,  altered,  divided,
consolidated with other adjoining premises, or otherwise changed or prepared for
reletting,  and may relet the Premises or any part thereof as agent of Lessee or
otherwise,  for a term or terms to  expire  prior  to,  at the same  time as, or
subsequent to, the original  expiration date of this Lease, at Lessor's  option,
and receive Term Fixed Basic Rent and Additional Rent therefor. Term Fixed Basic
Rent or  Additional  Rent so received  shall be applied  first to the payment of
such  expenses as Lessor may have  incurred in  connection  with the recovery of
possession, redecorating, altering, dividing, consolidating with other adjoining
premises,  or otherwise changing or preparing for reletting,  and the reletting,
including  brokerage and reasonable  attorney's fees, and then to the payment of
damages  in  amounts  equal to the Term Fixed  Basic  Rent and  Additional  Rent
hereunder and to the costs and expenses of performance of the other covenants of
Lessee as herein  provided.  Lessee  agrees,  in any such  case,  whether or not
Lessor has relet,  to pay to Lessor  damages  equal to the Term Fixed Basic Rent
and  Additional  Rent and other sums herein agreed to be paid by Lessee,  as and
when due, less the net proceeds of the reletting,  if any, as  ascertained  from
time to time, as of the due date, and the same shall be payable by Lessee on the
several rent days above  specified.  Lessee shall not be entitled to any surplus
accruing as a result of any such reletting,  nor shall any surplus be applied to
offset the damages  referred to in the  preceding  sentence.  In  reletting  the
Premises as aforesaid,  Lessor may grant rent concessions,  and Lessee shall not
be credited  therewith.  No such  reletting  shall  constitute  a surrender  and
acceptance or be deemed evidence  thereof.  If Lessor elects,  pursuant  hereto,
actually to occupy and use the Premises or any part  thereof  during any part of


                                       12
<PAGE>

the balance of the Term as originally  fixed or since  extended,  there shall be
allowed  against  Lessee's  obligation  for Term Fixed Basic Rent and Additional
Rent or damages as herein defined, during the period of Lessor's occupancy,  the
reasonable  value of such  occupancy  not to exceed in any event the Term  Fixed
Basic Rent and Additional  Rent herein  reserved and such occupancy shall not be
construed as a release of Lessee's liability  hereunder.  Alternatively,  in any
case where Lessor has recovered possession of the Premises by reason of Lessee's
default, Lessor may at Lessor's option, and at any time thereafter,  and without
notice or other action by Lessor,  and without  prejudice to any other rights or
remedies it might have hereunder or at law or equity, become entitled to recover
from Lessee,  as damages for such breach,  in addition to such other sums herein
agreed  to be  paid  by  Lessee,  to the  date of  re-entry,  expiration  and/or
dispossess,  an amount equal to the difference between the Term Fixed Basic Rent
and the Additional  Rent reserved in this Lease from the date of such default to
the date of  expiration  of the  original  Term  demised  and the then  fair and
reasonable rental value (inclusive of Additional Rent and Term Fixed Basic Rent)
of the Premises for the same period.  Said damages  shall become due and payable
to Lessor  immediately  upon such  breach of this  Lease and  without  regard to
whether  this  Lease be  terminated  or not,  and if this  Lease is  terminated,
without  regard to the manner in which it is terminated.  In the  computation of
such damages,  the difference  between any installments of rent (Fixed Basic and
Additional) thereafter becoming due, and fair and reasonable rental value of the
Premises  (inclusive of the same rent  components) for the period for which such
installment  was payable  shall be discounted to the date of such default at the
rate of not more than four (4%) percent per annum.

         Lessee  hereby  waives all right of  redemption  to which Lessee or any
person under  Lessee might be entitled by any law now or hereafter in force.  In
addition,  in the event of a default  which  results  in the  Lessor  recovering
possession of the Premises,  Lessor shall be under no duty to mitigate  Lessor's
damages as provided for in this Section 15. Lessor's  remedies  hereunder are in
addition to any remedy allowed by law.

         Lessee agrees to pay, as Additional Rent, all attorney's fees and other
expenses  incurred by the Lessor in enforcing any of the obligations  under this
Lease,  this covenant to survive the  expiration or sooner  termination  of this
Lease.

         16.  SUBORDINATION OF LEASE. This Lease and any option contained herein
shall be subject and subordinate to any such  underlying  leases and to any such
first  mortgage  and/or first trust deed which may now or  hereafter  affect the
real  property  of which the  Premises  form a part,  and also to all  renewals,
modifications,  consolidations  and  replacements of said underlying  leases and
said first  mortgage and first trust deed.  Although no instrument or act on the
part of Lessee shall be necessary to effectuate such subordination, Lessee will,
nevertheless,  execute and deliver  such  further  instruments  confirming  such
subordination  of this  Lease as may be  desired  by the  holders  of said first
mortgage  and first  trust deed or by any of the lessors  under such  underlying
leases. Lessee hereby appoints Lessor attorney-in-fact,  irrevocably, to execute
and deliver any such  instrument for Lessee.  If any  underlying  lease to which
this Lease is subject terminates, Lessee shall, on timely request, attorn to the
owner of the reversion.

         17.  SECURITY  DEPOSIT.  Upon Lessee's  default,  Lessor shall have the
option to require Lessee to deposit with Lessor a Security  Deposit in an amount
not to exceed two (2) month's  Term Fixed  Basic Rent for the full and  faithful


                                       13
<PAGE>

performance  of  Lessee's  obligations  under  this  Lease,   including  without
limitation,  the  surrender  of  possession  of the Premises to Lessor as herein
provided.  Upon the exercise of any Additional Space PUT as set forth in Section
57 herein, Lessor shall have the option to require Lessee to deposit with Lessor
a Security  Deposit in an amount  determined  by Lessor,  in  Lessor's  sole and
absolute  discretion,  unless Lessee  elects to take any such space  pursuant to
such  Additional  Space PUT "AS IS" whereby the Security  Deposit shall be in an
amount not to exceed two (2) month's  Term Fixed Basic Rent.  If Lessor  applies
any part of said  deposit to cure any default of Lessee,  Lessee shall on demand
deposit  with  Lessor the amount so applied so that  Lessor  shall have the full
deposit on hand at all times  during the Term of this  Lease.  In the event of a
bona fide sale,  subject to this Lease,  Lessor shall have the right to transfer
the Security  Deposit to the vendee and Lessor shall be  considered  released by
Lessee from all liability for the return of such  Security  Deposit;  and Lessee
agrees to look  solely to the new  lessor  for the  return of the said  Security
Deposit,  and it is agreed that this shall apply to every transfer or assignment
made of the Security  Deposit to a new lessor.  Accrued interest on the Security
Deposit  (less any  portions  thereof  used,  applied or  retained  by Lessor in
accordance  with the  provisions of this Section 17), shall be paid to Lessee on
an annual basis. The Security  Deposit (less any portions thereof used,  applied
or retained by Lessor in  accordance  with the  provisions  of this Section 17),
shall be returned to Lessee promptly after the expiration or sooner  termination
of this Lease  without the fault of the Lessee and after  delivery of the entire
Premises to Lessor in  accordance  with the  provisions  of this  Lease.  Lessee
covenants  that it will not assign or  encumber or attempt to assign or encumber
the  Security  Deposit  and  Lessor  shall not be bound by any such  assignment,
encumbrance or attempt thereof.

         In the event of the  insolvency  of Lessee or in the event of the entry
of a judgment  declaring  Lessee insolvent or bankrupt in any court which is not
discharged  within  sixty (60) days after  entry,  or in the event a petition is
filed by or against Lessee under any chapter of the bankruptcy laws of the State
of New Jersey or the United States of America, then and in such event Lessor may
require the Lessee to deposit  additional  security in the amount  specified  in
Subsection  8(E)  (hereinafter  called the  "ADDITIONAL  SECURITY  DEPOSIT")  to
adequately  assure  Lessee's  performance of all of its  obligations  under this
Lease including all payments subsequently accruing. Failure of Lessee to deposit
the  Additional  Security  Deposit  pursuant  thereto within ten (10) days after
Lessor's written demand shall constitute a default by Lessee.

         In lieu of a cash  deposit,  Lessor  agrees  that Lessee may deliver to
Lessor a clean,  irrevocable  and  unconditional  Letter of Credit  (the  "L/C")
issued by and drawn upon any commercial bank chartered by the State of New York,
the State of New Jersey or the United Stated  Government  (the  "ISSUING  BANK")
with offices for banking  purposes in the City of  Hackensack or the City of New
York, and having a new worth of not less than $500 million, which L/C shall have
a term of not less than one year, be in form and content reasonably satisfactory
in all respects to Lessor,  be for the account of Lessor and be in the amount of
the Security Deposit. The L/C shall provide that:

                  (i)  The  Issuing  Bank  shall  pay to  Lessor,  or  its  duly
         authorized  representative,  an amount up to the face amount of the L/C
         upon  presentation  of the L/C and a sight  draft in the  amount  to be
         drawn;


                                       14
<PAGE>

                  (ii) The L/C  shall be  deemed  to be  automatically  renewed,
         without amendment,  for consecutive periods of one year each during the
         Term of this Lease,  unless the Issuing Bank sends written  notice (the
         "NON-RENEWAL NOTICE") to Lessor by certified or registered mail, return
         receipt  requested,  not less than thirty (30) days next  preceding the
         then  expiration  date of the L/C,  that it elects not to have such L/C
         renewed;

                  (iii)  Lessor,  within  twenty (20) days of its receipt of the
         Non-Renewal Notice, shall have the right, exercisable by a sight draft,
         to receive the monies  represented  by the L/C (which  moneys  shall be
         held by Lessor as a cash deposit  pursuant to the terms of this Article
         pending the placement of such L/C or Lessee's default hereunder; and

                  (iv) Upon Lessor's sale of Lessor's  interest in the Building,
         the L/C shall be transferable by Lessor as provided for herein.

         In the  event of a sale of  Lessor's  interest  in or net  lease of the
Building,  Lessor shall have the right to transfer the cash  security or L/C, as
the case may be,  deposited  hereunder  to the  vendee,  lessee  or  transferee,
without cost to Lessor,  and Lessor  shall  thereupon be released by Lessee from
all liability for the return of such cash security or L/C. In such event, Lessee
agrees to obtain a new L/C naming the  purchaser  or net lessee (as the case may
be) as the  beneficiary and to look solely to the new landlord for the return of
said cash security or L/C. It is agreed that the  provisions  hereof shall apply
to every transfer or assignment made of said case security of L/C.

         In the event that any time  during the Term of this  Lease  Lessor,  in
Lessor's  opinion,  believes (a) that the net worth of the Issuing Bank shall be
less than the minimum  amount  specified  above or (b) that  circumstances  have
occurred  indicating  that the Issuing Bank may be incapable  of,  unable to, or
prohibited from honoring the then existing L/C  (hereinafter  referred to as the
"EXISTING L/C" in accordance with the terms thereof, then, upon the happening of
either of the foregoing,  Lessor may send written notice to Lessee  (hereinafter
referred to as the "REPLACEMENT  NOTICE")  requiring Lessee within ten (10) days
to replace the Existing L/C with a new letter or credit (hereinafter referred to
as the  "REPLACEMENT  L/C")  from an Issuing  Bank  meeting  the  qualifications
described in this Section 17. Upon  receipt of the  Replacement  L/C meeting the
qualifications  of this Section 17, Lessor shall  forthwith  return the Existing
L/C  to  Lessee.   In  the  event  that  (i)  a  Replacement   L/C  meeting  the
qualifications  of this  Section 17 is not  received  by Lessor  within the time
specified or (ii) Lessor believes an emergency exists, then in either event, the
Existing  L/C may be presented  for payment by Lessor and the  proceeds  thereof
shall be held by Lessor in accordance with this Section 17 subject,  however, to
Lessee's right, at any time thereafter prior to a Lessee's default hereunder, to
replace such cash security with a Replacement L/C meeting the  qualifications of
this Section 17.

         18. RIGHT TO CURE LESSEE'S  BREACH.  If Lessee breaches any covenant or
condition of this Lease, Lessor may, on reasonable notice to Lessee (except that
no notice need be given in case of  emergency) , cure such breach at the expense
of Lessee and the reasonable amount of all expenses,  including attorneys' fees,
incurred by Lessor in so doing  (whether  paid by Lessor or not) shall be deemed
Additional  Rent payable on demand,  with interest at two (2%) percent per annum


                                       15
<PAGE>

over the prime lending rate announced as such by JPMorgan Chase Bank to its most
creditworthy customers or the highest rate permitted by law, whichever is lower.

         19. LIENS. Lessee shall not do any act, or make any contract, which may
create or be the foundation for any lien or other  encumbrance upon any interest
of Lessor or any ground or underlying lessor in any portion of the Premises. If,
because of any act or  omission  (or  alleged act or  omission)  of Lessee,  any
Construction Lien Claim or other lien (collectively "LIEN") charge, or order for
the payment of money or other  encumbrance  shall be filed against Lessor and/or
any ground or underlying  lessor and/or any portion of the Premises  (whether or
not such Lien,  charge,  order, or encumbrance is valid or enforceable as such),
Lessee shall, at its own cost and expense, cause same to be discharged of record
or bonded within  fifteen (15) days after the filing  thereof;  and Lessee shall
indemnify  and save  harmless  Lessor and all ground  and  underlying  lessor(s)
against and from all costs, liabilities,  suits, penalties, claims, and demands,
including  reasonable  counsel  fees,  resulting  therefrom.  If Lessee fails to
comply  with  the  foregoing  provisions,   Lessor  shall  have  the  option  of
discharging or bonding any such Lien, charge, order, or encumbrance,  and Lessee
agrees to  reimburse  Lessor for all costs,  expenses and other sums of money in
connection  therewith (as  additional  rental) with interest at the maximum rate
permitted by law promptly upon demand. All materialmen,  contractors,  artisans,
mechanics,  laborers,  and any other persons now or hereafter  contracting  with
Lessee or any  contractor or  subcontractor  of Lessee for the furnishing of any
labor services, materials, supplies, or equipment with respect to any portion of
the Premises,  at any time from the date hereof until the end of the Lease Term,
are hereby  charged with notice that they look  exclusively  to Lessee to obtain
payment for same.

         20.  RIGHT TO INSPECT AND  REPAIR.  Lessor may enter the  Premises  but
shall not be obligated to do so (except as required by any specific provision of
this Lease) at any reasonable  time on reasonable  notice to Lessee (except that
no notice need be given in case of  emergency)  for the purpose of inspection or
the making of such repairs,  replacement or additions,  in, to, on and about the
Premises or the Building,  as Lessor deems  necessary or  desirable.  During the
last  twelve  (12)  months of the Term,  Lessor may  immediately  enter,  alter,
renovate  or  redecorate  the  Premises  if Lessee  shall  have  removed  all or
substantially all of Lessee's property from the Premises. Such actions by Lessor
shall have no effect on this Lease or Lessee's obligations hereunder, and Lessee
shall have no claims or cause of action against Lessor by reason thereof.

         21.  SERVICES TO BE PROVIDED BY LESSOR.  Subject to  intervening  laws,
ordinances,  regulations  and executive  orders,  while Lessee is not in default
under  any of the  provisions  of this  Lease,  Lessor  agrees  to  furnish,  on
"BUSINESS DAYS," as defined in Section 43, below:

                  (a)  Janitorial  services to be performed in  accordance  with
         Building standards and practices,  to include restroom supplies, as set
         forth in Exhibit C attached hereto and made a part hereof.

                  (b) Heating, ventilating and air conditioning (herein "HVAC"),
         as appropriate for the season, together with Common Facilities lighting
         and electric energy all during "BUILDING  HOURS," as defined in Section

                                       16
<PAGE>

         43, below. Notwithstanding the provisions in this Section, Lessee shall
         be  responsible  for  installing and  maintaining  any additional  HVAC
         systems that may be required due to Lessee's  use of the  Premises,  as
         further provided for in Section 24(C).

                  (c) Cold and hot water for drinking and lavatory purposes.

                  (d) Elevator service during Building Hours.

                  Notwithstanding  any other  provision  of this  Lease,  Lessor
         shall  not be  liable  for  failure  to  furnish  any of the  aforesaid
         services  when such  failure is due to Force  Majeure,  as  hereinafter
         defined.

         22.  AFTER-HOURS  USE.  Lessee  shall be  entitled  to make use of HVAC
beyond Building Hours, at Lessee's sole cost and expense,  provided Lessee shall
notify the Lessor  twenty-four  (24) hours prior to such desired  overtime  use,
except if such use is desired for a weekend,  in which event Lessee shall notify
Lessor no later  than 5:00  p.m.  on the  Thursday  immediately  preceding  said
weekend.  It is  understood  and  agreed  that  Lessee  shall  pay  the  sum  of
Eighty-five  and  00/100  ($85.00)   Dollars  per  hour,  plus  such  additional
percentage  increase  of the  aforesaid  hourly sum  computed by  measuring  the
percentage  increase  of the  rate  in  effect  (including  fuel  surcharges  or
adjustments)  during the month for which such overtime use is requested  against
the Base Utility Rate,  as defined on the Reference  Page. In no event shall the
Lessee pay less than the sum of Eighty-five and 00/100 ($85.00) Dollars per hour
for such aforesaid overtime use.

         23. INTERRUPTION OF SERVICES OR USE. Interruption or curtailment of any
service maintained in the Building or the Complex or at the Parcel, if caused by
Force  Majeure,  as hereinafter  defined,  shall not entitle Lessee to any claim
against Lessor or to any abatement in Term Fixed Basic Rent or Additional  Rent,
and shall not constitute a constructive or partial eviction, unless Lessor fails
to take measures as may be  reasonable  under the  circumstances  to restore the
service.  If Lessor fails to take such measures as may be  reasonable  under the
circumstances  to restore the  curtailed  service,  Lessee's  remedies  shall be
limited to an equitable  abatement of Term Fixed Basic Rent and Additional  Rent
for the duration of the curtailment beyond said reasonable period, to the extent
such Premises are not reasonably  usable by Lessee or to a claim of constructive
eviction.  If the Premises are rendered  untenantable in whole or in part, for a
period of fifteen  (15)  consecutive  business  days,  by the making of repairs,
replacements or additions, other than those made with Lessee's consent or caused
by misuse or  neglect by Lessee,  or  Lessee's  agents,  servants,  visitors  or
licensees, there shall be a proportionate abatement of Term Fixed Basic Rent and
Additional  Rent from and after said tenth (10th)  consecutive  business day and
continuing for the period of such  untenantability.  In no event shall Lessee be
entitled to claim a constructive  eviction from the Premises unless Lessee shall
first have notified Lessor in writing of the condition or conditions giving rise
thereto,  and, if the complaints be justified,  unless Lessor shall have failed,
within a reasonable  time after receipt of such notice,  to remedy,  or commence
and proceed with due  diligence to remedy,  such  condition or  conditions,  all
subject to Force Majeure, as hereinafter  defined.  The remedies provided for in
this Section 23 shall be Lessee's sole remedies for any interruption of services
or use as described above.


                                       17
<PAGE>

         24.  ELECTRICITY (A) Lessor,  subject to the provisions of this Section
24, shall furnish  electrical energy to or for the use of Lessee in the Premises
in accordance with this Section 24.

         (B) Throughout the Term, Lessor shall redistribute electrical energy to
the Premises during Building Hours upon the following terms and conditions:  (i)
Lessee shall pay for such electrical energy as provided by this Section 24; (ii)
Lessor will  redistribute  electricity  to Lessee  through  presently  installed
electrical facilities for Lessee's reasonable use of normal office equipment and
such  lighting,  electrical  appliances and equipment as Lessor may permit to be
installed in the Premises,  all  consistent  with that wiring  capacity that has
been  installed  in the  Premises;  (iii)  Lessee  agrees  that  an  independent
electrical  engineering  consultant  selected by Lessor  shall from time to time
make a survey of the electric power demand of the electric lighting fixtures and
the electric  equipment of Lessee used in the Premises to determine  the average
monthly electric  consumption  thereof,  said survey to be at Lessee's  expense.
Lessor reserves the right to estimate Lessee's electric consumption until such a
survey is made. The estimate will be based on One and 50/100 ($1.50) Dollars per
gross  rentable  square foot per year of the  rentable  area of the Premises and
Lessee agrees that Lessee shall pay the estimate  Electric Rent Inclusion Factor
as defined on the  Reference  Page, in addition to the Term Fixed Basic Rent, as
defined in the  Reference  Page,  in order to  compensate  Lessor for  supplying
Lessee with electric  current by an estimated  Electric Rent Inclusion Factor as
defined on the Reference  Page.  The  aforesaid  survey shall take into account,
among other things,  any special  electrical  requirements  of Lessee and use by
Lessee of  electrical  energy  at times  other  than  during  Building  Hours on
Business  Days.  The findings of such  engineering  consultant  as to the proper
Electric  Rent  Inclusion   Factor  based  on  such  average  monthly   electric
consumption  shall be  conclusive  and  binding  upon the parties and the amount
thereof,  less the Electric Rent Inclusion  Factor, if in excess of the Electric
Rent Inclusion  Factor,  shall be paid by Lessee,  in addition to the Term Fixed
Basic Rent which shall be payable in  installments  of Monthly Fixed Basic Rent,
payable for each month from the Commencement Date or if the amount thereof shall
be lower than the Electric Rent Inclusion Factor,  the difference  therein shall
be subtracted  from the  annualized  Term Fixed Basic Rent and the resulting sum
shall be the revised  annualized Term Fixed Basic Rent which shall be payable in
installments of Monthly Fixed Basic Rent (except that if the amount of such rent
increase or decrease shall not have been  determined on the  Commencement  Date,
then, upon such subsequent determination,  Lessee shall pay or receive a credit,
as the case may be, for the retroactive determination from the Commencement Date
to the date of such  determination);  (iv) If the Electric Rates (as hereinafter
defined) on which the initial  determination  of said consultant was based shall
be increased or decreased,  then the Term Fixed Basic Rent shall be increased or
decreased  in the  amount  equal to the  change in  Lessor's  cost of  supplying
electrical current to the Premises resulting from such rate change,  retroactive
if necessary to the date of such  increase or decrease in such  Electric  Rates.
The Term Fixed Basic Rent,  as defined on the  Reference  Page,  shall be deemed
modified  accordingly  by any  of the  aforesaid  modifications.  Lessee  hereby
acknowledges  that  Lessee  will be  responsible  for any  additional  costs for
increased electrical usage and related expenses associated with Lessee's network
operations center.


                                       18
<PAGE>

         (C) If Lessee installs additional or substituted  electrical  equipment
or appliances or otherwise increases its use of current,  then the Electric Rent
Inclusion  Factor  shall be  redetermined  by  Lessor's  electrical  engineer or
consultant,  at Lessee's expense, and such determination shall be conclusive and
binding upon Lessor and Lessee. Lessee shall make no alterations or additions to
the electrical  equipment or appliances  without first obtaining written consent
from Lessor in each  instance.  Lessee may at any time it believes any change in
its  electrical  equipment or appliances or fixtures has reduced its  electrical
consumption  request a resurvey of the Premises by Lessor's  electrical engineer
or consultant,  at Lessee's  expense.  Any change in the Electric Rent Inclusion
Factor resulting from a change in Lessee's  consumption shall be effective as of
the date of such change,  and the Term Fixed Basic Rent enumerated  herein shall
be  deemed  modified  accordingly,   retroactive  if  necessary.  Lessor  hereby
acknowledges  that  Lessee will  operate  certain  computers  and  equipment  in
connection with Lessee's network  operations  center,  provided,  throughout the
Term,  Lessee, at Lessor's approval,  which shall not be unreasonably  withheld,
conditioned  or  delayed,  and  Lessee's  sole cost and  expense,  provides  and
maintains adequate HVAC equipment such as will keep the Premises at a consistent
cool temperature as reasonably determined by Lessor.

         (D)  Lessor  shall not be  liable  in any way to  Lessee  for any loss,
damage or expense  which Lessee may sustain or incur as a result of any failure,
defect or change in the quantity or character of electrical energy available for
redistribution to the Premises pursuant to this Section nor for any interruption
in the  supply,  and  Lessee  agrees  that such  supply may be  interrupted  for
inspection,  repairs and replacement and in emergencies.  In any event, the full
measure of Lessor's liability for any interruption in the supply due to Lessor's
acts or omissions  shall be an abatement of Term Fixed Basic Rent and Additional
Rent. In no event shall Lessor be liable for any business  interruption suffered
by Lessee.  Lessee  covenants  and agrees  that at all times its use of electric
current  shall never exceed the capacity of existing  feeders to the Building or
the  risers or  wiring  installation.  Any  riser or  risers to supply  Lessee's
electrical  requirements,  upon written request of Lessee, shall be installed by
Lessor,  at the sole cost and expense of Lessee,  if, in Lessor's sole judgment,
the same are  necessary  and will not cause or create a dangerous  or  hazardous
condition or entail excessive or unreasonable alterations, repairs or expense or
interfere  with or  disturb  other  tenants or  occupants.  In  addition  to the
installation  of such riser or risers,  Lessor shall also,  at the sole cost and
expense  of  Lessee,  install  all  other  equipment  proper  and  necessary  in
connection therewith subject to the aforesaid terms and conditions.

         (E)  Lessor  reserves  the right to  terminate  the  redistribution  of
electricity  to the Premises at any time,  upon thirty (30) days' written notice
to Lessee,  in which event Lessee may make  application  directly to the utility
company   servicing  the  Building  for  Lessee's   entire  separate  supply  of
electricity.  Lessor,  upon the  expiration  of the  aforesaid  thirty  (30) day
period,  may  discontinue  furnishing the electric  current.  The term "ELECTRIC
RATES" shall be deemed to mean the rates for the comparable usage charged by the
public utility company furnishing  electrical energy to the Building,  including
but not limited to any charges or surcharges incurred or taxes payable by Lessor
in  connection  therewith  or  increase  or  decrease  thereof by reason of fuel
adjustment or any substitutions for such Electric Rates or additions thereto.

         (F) If Lessor  discontinues the furnishing of electricity,  as provided
in this Section 24,  then,  and in such event,  Lessor  shall  permit  Lessee to
receive electrical service directly from the public utility supplying electrical


                                       19
<PAGE>

service to the Building and shall permit the existing  feeders,  risers,  wiring
and other  electrical  facilities  serving the Premises to be used by Lessee for
such purpose to the extent that they are  available,  suitable and safe.  Lessee
shall, at its own expense,  install any necessary  electrical  meter  equipment,
panel boards,  feeders,  risers,  wiring and other conductor and equipment which
may be required to obtain  electrical  energy  directly from the public  utility
supplying  the same.  Lessor  shall have no  liability  whatsoever  to Lessee by
reason of Lessor's discontinuance of electrical service.

         (G) Lessor,  at Lessee's  expense,  shall furnish and install all lamps
(including  incandescent  and  fluorescent)  starters and  ballasts  used in the
Premises.

         (H)  Following  a  determination  of an  increase  or  decrease  in the
Electric Rent  Inclusion  Factor  attributable  to the  furnishing of electrical
energy to the  Premises by Lessor as set forth in this  Section  24,  Lessor and
Lessee shall, upon request of either party, execute,  acknowledge and deliver to
each other a supplemental  agreement in form  satisfactory to Lessor  reflecting
such change in the annualized  Term Fixed Basic Rent and Monthly  Installment of
Term Fixed Basic Rent,  but any such change  shall be  effective  whether or not
such agreement is entered into.

         (I) In addition to payments of the Electric Rent Inclusion  Factor,  if
Lessee  makes use of electric  current on  non-Business  Days or after  Building
Hours,  then Lessee shall pay to Lessor,  as Additional  Rent,  Lessor's cost of
supplying  electrical  current to the Premises at all such times when electrical
current  is so used.  Such  charge  shall be made on a per hour (or any  portion
thereof) basis determined by the hourly cost of supplying  electrical current to
the  Premises or such  portions  of the  Building as must be supplied to provide
electric current to the Premises;  provided,  however,  that Lessee shall not be
required  under this Section to pay for use of  electrical  current  which shall
have previously been included in a survey of Lessee's use of electrical  current
pursuant to Subsection 24(B) above.

         (J) Notwithstanding  anything contained herein to the contrary,  Lessor
reserves the right, at Lessor's cost and expense, to install a separate meter to
measure  electrical  consumption  to the Premises  for  lighting  and  equipment
purposes,  in which event Lessee shall pay 107% of the meter  charges based upon
the  Electric  Rates  for  said  consumption  in lieu of the  amount  determined
pursuant to Subsection  24(B) hereof,  in which event  Lessee's Term Fixed Basic
Rent shall be decreased by the charge for Electric Rent  Inclusion  Factor as of
the date of installation of the meter.

         25.  ADDITIONAL  RENT.  It is expressly  agreed that Lessee will pay in
addition to the Term Fixed Basic Rent provided in Section 3 above, an Additional
Rent to cover  Lessee's  Percentage,  as defined on the  Reference  Page, of the
increased cost to Lessor, for each of the categories enumerated herein, over the
"BASE PERIOD COSTS," as defined on the Reference Page, for said categories.

         (A) Operating Cost  Escalation.  If during the Lease Term the Operating
Costs  incurred  for the  Building in which the Demised  Premises  are  located,
Complex  and Parcel,  for any Lease Year or  proportionate  part  thereof if the
Lease  Term  expires  prior  to the  expiration  of a  Lease  Year  (herein  the


                                       20
<PAGE>

"COMPARISON  PERIOD") shall be greater than the Base Operating  Costs  (adjusted
proportionately if the Comparison Period is less than a Lease Year), then Lessee
shall pay to Lessor, as Additional Rent,  Lessee's Percentage of all such excess
Operating Costs.  Operating Costs shall include,  by way of illustration and not
of limitation:  personal property taxes;  management fees; labor,  including all
wages and salaries;  social security taxes,  and other taxes which may be levied
against  Lessor  upon such wages and  salaries;  employee  benefits  and payroll
taxes;  accounting and legal fees;  any sales,  use or service taxes incurred in
connection  with the operation of the Complex or Parcel;  supplies;  repairs and
maintenance;  maintenance and service contracts;  the cost of security and alarm
services;  license  permits  and  inspection  fees;  painting;  wall and  window
washing;  laundry and towel service; tools and equipment (which are not required
to be capitalized  for Federal income tax purposes);  fire and other  insurance;
the cost of any loss  which  is the  responsibility  of  Lessor  because  of the
existence of commercially reasonable deductibles; trash removal; lawn care; snow
removal  and all  other  items  properly  constituting  direct  operating  costs
according to standard accounting practices (hereinafter collectively referred to
as the "OPERATING  COSTS").  Lessor shall be entitled to amortize and include in
Operating Costs an allocable portion of the cost of capital  improvement  items,
including  life  safety  systems,  which  are  reasonably  calculated  to reduce
operating   expenses  or  which  are  required  under  any  governmental   laws,
regulations  or ordinances  which were not applicable to the Building or Complex
or Parcel at the time it was constructed. All such costs shall be amortized over
the reasonable life of such  improvements with interest at two (2%) percent over
the prime  lending rate  announced as such by Chase  Manhattan  Bank to its most
creditworthy  borrowers  on the  unamortized  amount  in  accordance  with  such
reasonable life and  amortization  schedules as shall be determined by Lessor in
accordance  with  generally  accepted  accounting  principles.  As  used in this
Subsection  25(A), the Base Period Costs for Operating Costs shall be as defined
on the  Reference  Page.  Any  Operating  Costs which under  generally  accepted
accounting  principles  are to be  capitalized  shall be  capitalized  by Lessor
hereunder and amortized over their useful lives.

         (B) Fuel,  Utilities and Electric Cost Escalation.  If during the Lease
Term the utility and energy costs,  including any fuel surcharges or adjustments
with respect thereto,  incurred for water,  sewer,  other utilities and heating,
ventilating and air conditioning for the Building, Complex and Parcel to include
all  leased and  leasable  areas (not  separately  billed or metered  within the
Building)  and Common  Facilities  electric,  lighting,  water,  sewer and other
utilities for the  Building,  the Complex and Parcel  (hereinafter  "UTILITY AND
ENERGY COSTS") for any Comparison  Period shall be greater than the Base Utility
and Energy Costs (adjusted proportionately if the Comparison Period is less than
a Lease Year) , then Lessee  shall pay to Lessor as  Additional  Rent,  Lessee's
Percentage  of all such  excess  Utility  and Energy  Costs.  Common  Facilities
electric consumption shall be charged at the bulk rate at which Lessor purchases
electrical  energy from the public utility supplying  electrical  service to the
Building.  As used in this Subsection  25(B),  the Base Utility and Energy Costs
shall be as defined on the Reference Page.

         (C) Tax Escalation.  If during the Lease Term the Real Estate Taxes for
the Building,  the Complex and Parcel at which the Demised  Premises are located
for any  Comparison  Period  shall be greater  than the Base Real  Estate  Taxes
(adjusted  proportionately  if the Comparison Period is less than a Lease Year),


                                       21
<PAGE>

then Lessee shall pay to Lessor as Additional Rent,  Lessee's  Percentage of all
such excess Real Estate Taxes.

         As used in this Subsection 25(C), the words and terms which follow mean
and include the following:

                  (i) The Base Period Costs for "REAL ESTATE  TAXES" shall be as
         defined on the Reference Page.

                  (ii) "REAL ESTATE  TAXES"  shall mean the  property  taxes and
         assessments imposed upon the Building,  the Complex and Parcel, or upon
         the Term Fixed Basic Rent and Additional Rent, as such,  payable by the
         Lessor  including,  but not  limited  to, real  estate,  city,  county,
         village,  school and transit  taxes,  or taxes,  assessments or charges
         levied,  imposed or assessed  against the  Building  and Complex by any
         other  taxing  authority,  whether  general or  specific,  ordinary  or
         extraordinary, foreseen or unforeseen. If due to a future change in the
         method of taxation, any franchise, income or profit tax shall be levied
         against Lessor in  substitution  for, or in lieu of, or in addition to,
         any tax which  would  otherwise  constitute  a Real  Estate  Tax,  such
         franchise, income or profit tax shall be deemed to be a Real Estate Tax
         for the purposes  hereof;  conversely,  any additional  real estate tax
         hereafter  imposed in  substitution  for, or in lieu of, any franchise,
         income or profit tax (which is not in substitution  for, or in lieu of,
         or in addition to, a Real Estate Tax as  hereinbefore  provided)  shall
         not be deemed a Real Estate Tax for the purposes hereof.

         Notwithstanding anything contained herein to the contrary, Lessee shall
assume  and pay to  Lessor in full at the time of paying  the Term  Fixed  Basic
Rent,  any excise,  sales,  use, gross receipts or other taxes (other than a net
income or excess  profits  tax) which may be imposed on or measured by such Term
Fixed Basic Rent or Additional Rent or may be imposed on Lessor or on account of
the letting or which Lessor may be required to pay or collect  under any law now
in effect or hereafter enacted.

         (D) Lease Year. As used in this Lease, Lease Year shall mean the twelve
(12) month period commencing on the Commencement Date and each twelve (12) month
period thereafter.  Once the base costs are established,  in the event any lease
period is less than  twelve  (12)  months,  then the Base  Period  Costs for the
categories  listed  above shall be adjusted  to equal the  proportion  that said
period bears to twelve (12) months, and Lessee shall pay to Lessor as Additional
Rent: for such period, an amount equal to Lessee's  Percentage of the excess for
said  period  over the  adjusted  base  with  respect  to each of the  aforesaid
categories. Notwithstanding, anything contained herein to the contrary, once the
base costs are established, Lessor reserves the right to calendarize billing and
payment in order to establish operating consistency.

         (E)  Payment.   At  any  time,  and  from  time  to  time,   after  the
establishment  of the Base Period Costs for each of the  categories  referred to
above,  Lessor  shall  advise the Lessee in writing of Lessee's  Percentage,  as
defined  on the  Reference  Page,  with  respect  to each of the  categories  as
estimated  for the  current  Lease  Year and for each  succeeding  Lease Year or
proportionate  part  thereof if the Lease is Term is for less than  twelve  (12)
months,  and  thereafter  the  Lessee  shall pay as  Additional  Rent,  Lessee's
Percentage  of the excess of these costs over the Base Period Costs for the then


                                       22
<PAGE>

current period affected by such advice (as the same may be periodically  revised
by Lessor as additional costs are incurred) in equal monthly installments on the
first day of each month,  such new rates  being  applied to any months for which
the  installments of Monthly Fixed Basic Rent shall have already been paid which
are affected by the Operating  Cost  Escalation  and/or  Utility and Energy Cost
Escalation  and/or  Tax  Escalation  Costs  above  referred  to,  as well as the
unexpired  months of the  current  period the  adjustment  for the then  expired
months to be made at the payment of the next  succeeding  installment of Monthly
Fixed Basic Rent,  all subject to final  adjustment  at the  expiration  of each
Lease Year as defined in Subsection 25(D) hereof or proportionate  part thereof,
if the last  period  prior to the Lease's  termination  is less than twelve (12)
months.  In the event the last period prior to the Lease's  termination  is less
than  twelve (12)  months,  the Base Period  Costs  during said period  shall be
proportionately reduced to correspond to the duration of said final period.

         (F) Books and  Records.  For the  protection  of Lessee,  Lessor  shall
maintain books of account which shall be open to Lessee and its  representatives
at reasonable times and upon prior written notice,  so that Lessee can determine
that such Operating,  Utility,  Energy and Tax Costs have, in fact, been paid or
incurred.  Any  disagreement  with respect to any one or more of said charges if
not satisfactorily settled between Lessor and Lessee shall be referred by either
party to an independent  certified public accountant to be mutually agreed upon,
and if such an  accountant  cannot  be agreed  upon,  the  American  Arbitration
Association may be asked by either party to select an arbitrator, whose decision
on the dispute will be final and binding upon both  parties,  who shall  jointly
share any cost of such  arbitration.  Pending  resolution of said  dispute,  the
Lessee  shall pay to Lessor the sum so billed by Lessor  subject to its ultimate
resolution as aforesaid.

         (G) Right of Review.  Once Lessor  shall have finally  determined  said
Operating,  Utility and Energy or Tax Costs at the  expiration  of a Lease Year,
then,  as to the item so  established,  Lessee shall only be entitled to dispute
said  charge as finally  established  for a period of six (6) months  after such
charge is  finally  established,  and  Lessee  specifically  waives any right to
dispute any such charge at the expiration of said six (6) month period.

         (H)  Occupancy   Adjustment.   If,  with  respect  to  Operating   Cost
Escalation,  as established in Subsection  25(A) hereof,  and Utility and Energy
Cost Escalation,  as established in Subsection 25(B) hereof, the Building is not
ninety-five  (95%) percent  occupied during the  establishment of the respective
Base Period  Costs,  then the Base Period  Costs  incurred  with respect to said
Operating  Cost or Utility  and Energy  Cost shall be  adjusted  during any such
period so as to reflect  ninety-five  (95%) percent  occupancy.  Similarly,  if,
during  any  Lease  Year  or  proportionate   part  thereof  subsequent  to  the
establishment  of the  respective  Base Period  Costs the  Building is less than
ninety-five (95%) percent occupied, then the actual costs incurred for Operating
Cost and Utility and Energy  Cost shall be  increased  during any such period to
reflect  ninety-five  (95%)  percent  occupancy  so that at all times  after the
establishment  of the aforesaid  Base Period Costs,  the Utility and Energy Cost
and Operating Cost shall be actual costs, but in the event less than ninety-five
(95%)  percent of the Building is occupied  during all or part of the Lease Year
involved,  the Utility and Energy Cost and Operating Cost shall not be less than
that  which  would  have been  incurred  had  ninety-five  (95%)  percent of the
Building been occupied. The aforesaid adjustment shall only be made with respect
to those items that are in fact affected by variations in occupancy  levels.  To


                                       23
<PAGE>

the extent any Operating Cost or Utility and Energy Cost is separately billed or
metered or paid for  directly  by any  Building  tenant,  to include  but not be
limited to Lessee, or for which Lessor receives reimbursements, said space shall
be considered vacant space for purposes of the aforesaid adjustment.

         26. LESSEE'S  ESTOPPEL (A) Lessee shall,  from time to time, within ten
(10) days of  Lessor's  written  request,  execute,  acknowledge  and deliver to
Lessor a written  statement  certifying that the Lease is unmodified and in full
force and effect,  or that the Lease is in full force and effect as modified and
listing the  instruments of  modification;  the dates to which the Monthly Fixed
Basic Rent and Additional  Rent and charges have been paid;  and, to the best of
Lessee's  knowledge,  whether or not Lessor is in default hereunder,  and if so,
specifying  the nature of the default;  and any other  information  which Lessor
shall  reasonably  request.  It is intended  that any such  statement  delivered
pursuant  to this  Section  26 may be relied on by a  prospective  purchaser  of
Lessor's  interest or mortgagee of Lessor's interest or assignee of any mortgage
of Lessor's interest.  Lessee hereby irrevocably appoints Lessor or if Lessor is
a trust,  Lessor's beneficiary or agent, as attorney-in-fact for the Lessee with
full  powers and  authority  to execute  and  deliver in the name of Lessee such
estoppel  certificate  if Lessee  fails to deliver the same within such ten (10)
day period and such  certificate  as signed by Lessor,  Lessor's  beneficiary or
agent, as the case may be, shall be fully binding on Lessee,  if Lessee fails to
deliver a contrary certificate within five (5) days after receipt by Lessee of a
copy of the certificate  executed by Lessor,  Lessor's  beneficiary or agent, as
the case may be, on behalf of Lessee.

         (B) Lessee's  failure to deliver such statement  within such time shall
be conclusive  upon Lessee that:  (i) this Lease is in full force and effect and
not  modified  except  as  Lessor  may  represent;  (ii) not  more  than one (1)
installment  of Monthly  Fixed Basic Rent has been paid in advance;  (iii) there
are no such  defaults;  and (iv)  notices  to Lessee  shall be sent to  Lessee's
mailing address as set forth in this Lease.  Notwithstanding the presumptions of
this  Section,  Lessee shall not be relieved of its  obligation  to deliver said
statement.

         27. HOLDOVER TENANCY.  If Lessee holds possession of the Premises after
the Term of this Lease,  Lessee, at Lessor's option,  shall become a tenant from
month to month under the  provisions  herein  provided,  but at a Monthly  Fixed
Basic Rent as  provided  for  pursuant  to  N.J.S.A.  2A:42-8  and  without  the
requirement  for  demand or notice by  Lessor to Lessee  demanding  delivery  of
possession of said Premises (but  Additional  Rent shall continue as provided in
this  Lease),  which sum shall be  payable  in  advance on the first day of each
month,  and such tenancy shall continue until  terminated by Lessor by notice to
Lessee  given  at  least  thirty  (30)  days  prior  to  the  intended  date  of
termination,  or until  Lessee  shall have given to Lessor,  at least sixty (60)
days prior to the intended date of  termination,  a written  notice of intent to
terminate  such  tenancy,  which  termination  date  must  be as of the end of a
calendar month. Lessee shall pay Term Fixed Basic Rent and Additional Rent until
such  alterations and corrections as are required to be made by Lessee are made,
and until such additions and  improvements  as Lessee is entitled to remove have
been  removed.  Lessee  shall also pay all damages  sustained by Lessor from any
loss or liability  resulting from such holding over and delay in surrender.  The
time limitations  described in this Section 27 shall not be subject to extension
for Force Majeure.


                                       24
<PAGE>

         28. RIGHT TO SHOW PREMISES. Lessor may show the Premises to prospective
purchasers  and  mortgagees;  and,  during  the  twelve  (12)  months  prior  to
termination of this Lease,  to  prospective  tenants,  during  Building Hours on
reasonable notice to Lessee.

         29. "AS IS" CONDITION.  Lessee has inspected the Premises, Building and
Complex,  and is thoroughly  acquainted  with their  respective  conditions  and
agrees to take same "AS IS". Lessee acknowledges that the taking of the Premises
by Lessee shall be conclusive  evidence that the Premises,  Building and Complex
were in good and  satisfactory  condition at the time possession of the Premises
was so taken.

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

         31. LATE CHARGE Lessee  recognizes  that late payment of any Term Fixed
Basic  Rent or  Additional  Rent or  other  sum due  hereunder  will  result  in
administrative  expense to Lessor,  the  extent of which  additional  expense is
extremely difficult and economically impractical to ascertain.  Lessee therefore
agrees that if Monthly Fixed Basic Rent or  Additional  Rent or any other sum is
due and payable  pursuant to this Lease,  and such amount remains due and unpaid
five (5) days after said amount is due, such amount shall be increased by a late
charge in an amount  equal to the  greater  of:  (a) Fifty and  00/100  ($50.00)
Dollars;  or (b) a sum equal to five (5%)  percent of the unpaid  Monthly  Fixed
Basic Rent or Additional Rent or other payment. The amount of the late charge to
be paid by Lessee shall be reassessed and added to Lessee's  obligation for each
successive  monthly  period until paid.  The provisions of this Section 31 in no
way relieve  Lessee of the obligation to pay Term Fixed Basic Rent or Additional
Rent or other  payment  on or before  the date on which  they are due nor do the
terms of this Section 31 in any way affect Lessor's remedies pursuant to Section
14 in the event said Term Fixed Basic Rent or  Additional  Rent or other payment
is unpaid after date due.

         32. INSURANCE.

         (A)      Lessee's Insurance.

                  (1) Lessee covenants and represents, said representation being
         specifically  designed to induce  Lessor to execute  this  Lease,  that
         during the entire Term  hereof,  at its sole cost and  expense,  Lessee
         shall obtain,  maintain and keep in full force and effect the following
         insurance:

                           (a)"ALL RISK" property insurance against fire, theft,
                  vandalism,  malicious  mischief,  sprinkler,  leakage and such
                  additional perils as are now, or hereafter may be, included in
                  a standard extended coverage  endorsement from time to time in
                  general use in the State of New Jersey upon  property of every
                  description  and kind owned by Lessee or under  Lessee's care,
                  custody or control  and  located in the  Building,  Complex or
                  Parcel or for which  Lessee is legally  liable or installed by
                  or on behalf of Lessee, including by way of example and not by


                                       25
<PAGE>

                  way   of   limitation,    furniture,    fixtures,    fittings,
                  installations  and any other  personal  property  in an amount
                  equal to the full replacement cost thereof.

                           (b Commercial General Liability Insurance coverage to
                  include  personal injury,  bodily injury,  broad form property
                  damage,   operations  hazard,   owner's  protective  coverage,
                  contractual  liability,   products  and  completed  operations
                  liability  naming Lessor and Lessor's  mortgagee or trust deed
                  holder  and  ground  lessors  (if  any)  as  additional  named
                  insureds  in limits of not less than One  Million  and  00/100
                  ($1,000,000.00) Dollars.

                           (c) Business  interruption  insurance in such amounts
                  as will  reimburse  Lessee  for  direct  or  indirect  loss of
                  earnings  attributable to all perils commonly  insured against
                  by prudent tenants or assumed by Lessee pursuant to this Lease
                  or  attributable  to  prevention  or  denial  of access to the
                  Premises,  Building,  Complex  or  Parcel  as a result of such
                  perils.

                           (d)  Workers'  Compensation  insurance  in  form  and
                  amount as required by law.

                           (e) Business auto liability covering owned, non-owned
                  and hired  vehicles  with a limit of not less than One Million
                  and 00/100 ($l,000,000.00) Dollars per accident.

                           (f) Any  other  form or  forms  of  insurance  or any
                  increase  in the  limits  of any of the  aforesaid  enumerated
                  coverages  or  other  forms  of  insurance  as  Lessor  or the
                  mortgagees or ground lessors (if any) of Lessor may reasonably
                  require  from  time to time if in the  reasonable  opinion  of
                  Lessor or said  mortgagees  or ground  lessors  said  coverage
                  and/or  limits  become  inadequate  or less than that commonly
                  maintained by prudent tenants in similar buildings in the area
                  by tenants making similar uses.

                  (2) All insurance  policies  required pursuant to this Section
         32 shall be taken  out  with  insurers  rated at least A7 by A.M.  Best
         Company,  Oldwick,  New Jersey,  who are licensed to do business in the
         State and shall be in form  satisfactory from time to time to Lessor. A
         policy or certificate  evidencing  such insurance  together with a paid
         bill shall be delivered to Lessor not less than fifteen (15) days prior
         to the  commencement  of the Term  hereof.  Such  insurance  policy  or
         certificate  will  provide an  undertaking  by the  insurers  to notify
         Lessor  and the  mortgagees  or  ground  lessors  (if any) of Lessor in
         writing not less than thirty  (30) days prior to any  material  change,
         reduction  in coverage,  cancellation,  or other  termination  thereof.
         Should a certificate of insurance  initially be provided a policy shall
         be  furnished  by  Lessee   within  thirty  (30)  days  of  the  Term's
         commencement.

                  (3) In the event of damage to or  destruction  of the Building
         and/or  Premises  entitling  Lessor or Lessee to  terminate  this Lease
         pursuant  to  Section 10  hereof,  and if this Lease be so  terminated,
         Lessee will immediately pay to Lessor all of its insurance proceeds, if
         any,  relating to the leasehold  improvements  and alterations (but not
         Lessee's  trade  fixtures,  equipment,   furniture  or  other  personal
         property of Lessee in the Premises) which have become Lessor's property
         on installation  or would have become  Lessor's  property at the Term's
         expiration or sooner  termination.  If the termination of the Lease, at
         Lessor's  election,  is  due to  damage  to  the  Building,  and if the


                                       26
<PAGE>

         Premises  have not been so damaged,  Lessee will deliver to Lessor,  in
         accordance  with the  provisions of this Lease,  the  improvements  and
         alterations to the Premises which have become an  installation or would
         have become, at the Term's natural expiration, Lessor's property.

                  (4)  Lessee  agrees  that it will not keep or use or offer for
         sale (if  sales of goods is a  permitted  use  pursuant  to  Section  4
         hereof)  in or upon the  Premises  or within the  Building,  Complex or
         Parcel,  any article which may be prohibited by any insurance policy in
         force from time to time  covering the Building,  Complex or Parcel.  In
         the event  Lessee's  occupancy  or  conduct  of  business  in or on the
         Premises,  Building,  Complex  or  Parcel,  whether  or not  Lessor has
         consented  to  the  same,  results  in any  increase  in  premiums  for
         insurance  carried  from time to time by  Lessor  with  respect  to the
         Building, Complex or Parcel, Lessee shall pay such increase in premiums
         as Additional  Rent within ten (10) days after being billed therefor by
         Lessor.  In  determining  whether  increased  premiums  are a result of
         Lessee's  use and  occupancy,  a  schedule  issued by the  organization
         computing the insurance rate on the Building, Complex or Parcel showing
         the  components of such rate shall be conclusive  evidence of the items
         and charges making up such rate.  Lessee shall promptly comply with all
         reasonable  requirements  of the insurance  authority or of any insurer
         now or hereafter in effect relating to the Premises  Building,  Complex
         or Parcel.

                  (5) If  any  insurance  policy  carried  by  either  party  as
         required by this Section 32 shall be cancelled or cancellation shall be
         threatened  or the  coverage  thereunder  reduced or  threatened  to be
         reduced in any way by reason of the use or  occupation of the Premises,
         Building,  Complex  or  Parcel  or any part  thereof  by  Lessee or any
         assignee or  sublessee  of Lessee or anyone  permitted  by Lessee to be
         upon the Premises,  and if Lessee fails to remedy the conditions giving
         rise to said  cancellation  or threatened  cancellation or reduction in
         coverage on or before the earlier of (i)  forty-eight  (48) hours after
         notice  thereof  from  Lessor,  or (ii) prior to said  cancellation  or
         reduction becoming effective,  Lessee shall be in default hereunder and
         Lessor shall have all of the remedies  available to Lessor  pursuant to
         this Lease.

         (B) Lessor's Insurance. Lessor covenants and agrees that throughout the
Term it will insure the  Building,  excluding any property with respect to which
Lessee is  obligated  to insure  pursuant  to  Subsection  32(A) (1) (a)  above,
against  damage  by fire  and  standard  extended  coverage  perils  and  public
liability insurance in such reasonable amounts with such reasonable  deductibles
as required by any mortgagee or ground  lessor,  or if none, as would be carried
by a prudent owner of a similar building in the area. In addition,  Lessor shall
maintain and keep in force and effect during the Term,  rental income  insurance
insuring  Lessor against  abatement or loss of Term Fixed Basic Rent,  including
items of Additional  Rent, in case of fire or other casualty  similarly  insured
against, in an amount at least equal to the Term Fixed Basic Rent and Additional
Rent during, at the minimum, one (1) Lease Year hereunder. Lessor may, but shall
not be  obligated  to, take out and carry any other forms of  insurance as it or
the  mortgagee  or ground  lessor (if any) of Lessor may  require or  reasonably
determine available. All insurance carried by Lessor on the Building, Complex or
Parcel  shall be included as an Operating  Cost  pursuant to  Subsection  25(A).
Notwithstanding its inclusion as an Operating Cost or any contribution by Lessee
to the  cost  of  insurance  premiums  by  Lessee  as  provided  herein,  Lessee
acknowledges  that it has no  right  to  receive  any  proceeds  from  any  such
insurance  policies  carried by Lessor.  Lessee  further  acknowledges  that the


                                       27
<PAGE>

exculpatory  provisions  of  this  Lease  as set  forth  in  Section  39 and the
provisions  of this Section 32 as to Lessee's  insurance  are designed to insure
adequate  coverage as to Lessee's  property and business without regard to fault
and avoid Lessor obtaining  similar coverage for said loss for its negligence or
that of its agents, servants or employees which could result in additional costs
includable as part of Operating  Costs which are payable by Lessee.  Lessor will
not carry insurance of any kind on Lessee's furniture or furnishings,  or on any
fixtures,  equipment,  appurtenances  or improvements of Lessee under this Lease
and Lessor shall not be  obligated  to repair any damage  thereto or replace the
same.

         (C) Waiver of Subrogation.  All policies of fire,  extended coverage or
similar  casualty  insurance,  which either party obtains in connection with the
Premises,  Building,  Complex or Parcel  shall  include a clause or  endorsement
denying  the  insurer  any rights of  subrogation  against the other party (i.e.
Lessor or Lessee) for all perils covered by said policy.  Should such waiver not
be available,  then the policy for which the waiver is not  available  must name
the other party as an additional named insured affording it the same coverage as
that provided the party obtaining said coverage.

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

         34. QUIET  ENJOYMENT.  Lessor covenants that if, and so long as, Lessee
pays the Term Fixed Basic Rent and any Additional Rent as herein  provided,  and
performs the covenants hereof,  Lessor shall do nothing to affect Lessee's right
to peaceably and quietly  have,  hold and enjoy the Premises for the Term herein
mentioned,  subject to the  provisions  of this  Lease and to any ground  lease,
mortgage or deed of trust to which this Lease shall be subordinate.

         35. INDEMNITY.  Lessee shall indemnify and save harmless Lessor and its
agents  against and from (a) any and all claims (i) arising from (x) the conduct
or management by Lessee,  its  subtenants,  licensees,  its or their  employees,
agents,  contractors  or  invitees on the  Demised  Premises or of any  business
therein,  or (y) any work or thing  whatsoever  done, or any  condition  created
(other than by Lessor for Lessor's or Lessee's  account) in or about the Demised
Premises  during the Term of this  Lease or during  the period of time,  if any,
prior to the  Commencement  Date that  Lessee may have been given  access to the
Demised Premises,  or (ii) arising from any negligent or otherwise  wrongful act
or  omission of Lessee or any of its  subtenants  or  licensees  or its or their
employees,  agents,  contractors  or invitees,  and (b) all costs,  expenses and
liabilities  incurred  in or in  connection  with each  such  claim or action or
proceeding brought thereon.  In case any action or proceeding be brought against
Lessor by reason of any such  claim,  Lessee,  upon notice  from  Lessor,  shall
resist and defend such action or  proceeding.  The provisions of this Section 35
shall survive the expiration or sooner termination of this Lease.

         36.  RULES OF  CONSTRUCTION/APPLICABLE  LAW.  Any  table  of  contents,
captions,  headings  and  titles in this Lease are  solely  for  convenience  of
reference and shall not affect its interpretation. This Lease shall be construed
without regard to any presumption or other rule requiring  construction  against


                                       28
<PAGE>

the party  causing  this  Lease to be  drafted.  If any words or phrases in this
Lease shall have been stricken out or otherwise  eliminated,  whether or not any
other words or phrases have been added,  this Lease shall be construed as if the
words or phrases so stricken out or otherwise  eliminated were never included in
this Lease no  implication  or inference  shall be drawn from the fact that said
words or phrases were so stricken out or otherwise  eliminated.  Each  covenant,
agreement,  obligation  or other  provision of this Lease on Lessee's part to be
performed,  shall be deemed and construed as a separate and independent covenant
of Lessee,  not  dependent on any other  provision of this Lease.  All terms and
words used in this Lease,  regardless  of the number or gender in which they are
used,  shall be deemed to include any other  number and any other  gender as the
context may require.  This Lease shall be governed and  construed in  accordance
with the laws of the State of New Jersey (excluding New Jersey conflict of laws)
and by the State courts of New Jersey.  If any of the  provisions of this Lease,
or the application  thereof to any person or circumstances,  shall to any extent
be invalid or unenforceable,  the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances  other than those as to
whom or  which  it is held  invalid  or  unenforceable,  shall  not be  affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

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

         38.  PARKING.  Lessor  agrees  that  Lessee,  its  employees,   agents,
permitted  subtenants,   customers  and  invitees  shall  be  entitled,  in  the
aggregate,  to the use of those  parking  spaces as  enumerated on the Reference
Page,  from time to time,  as, when and where  available  in the  parking  areas
appurtenant to the Building.  Lessor hereby expressly  reserves the right,  from
time to time, to change the area, level, location and arrangement of the parking
areas; to build multi-story parking  facilities;  to restrict parking by tenants
and to the  occupants  of the Building and their  employees,  agents,  permitted
subtenants,  customers and invitees; to enforce parking charges (by operation of
meters or otherwise) and to close  temporarily all or any portion of the parking
areas or other common areas for the purpose of making repairs or changes thereto
and to  discourage  non-customer  parking.  If any vehicle of Lessee,  or of any
subtenant, licensee, or concessionaire,  or of their respective officers, agents
or  employees,  is parked in any part of the  Common  Facilities  other than the
employee  parking  area(s)  designated  therefor by Lessor,  Lessee shall pay to
Lessor such reasonable  penalty as may be fixed by Lessor from time to time. All
amounts  due  under  the  provisions  of this  Section  shall  be  deemed  to be
Additional  Rent.  Lessee agrees promptly to execute  Lessor's  standard parking
agreement if, as and when  promulgated by Lessor for use in connection  with the
Building,  provided  that Lessee  shall have been  provided  with a copy of such
agreement.  Notwithstanding  anything  contained  herein to the contrary,  it is


                                       29
<PAGE>

understood  and agreed  that a  gate-controlled  area is  utilized  for  covered
parking  spaces.  The spaces within said covered area shall not be  specifically
assigned on an  individual  basis and those spaces  enumerated  on the Reference
Page as being  covered shall be undercover  but not  specifically  earmarked for
Lessee,  said  spaces to be  available  on a first come first serve basis to all
those entitled to covered spaces who have been assigned spaces within said area.
The total  spaces  available  within said area shall  equal the total  number of
people with access to said area.  Nothing  contained  herein  shall be deemed to
impose any obligation on Lessor to police the parking area.

         39. LESSOR'S EXCULPATION.  Lessor shall not be liable to Lessee for any
loss suffered by Lessee under any circumstances,  including,  but not limited to
(i) that arising from the negligence of Lessor, its agents, servants,  invitees,
contractors  or  subcontractors,  or from  defects,  errors or  omissions in the
construction  or design of the Premises  and/or the Building  and/or the Complex
and/or the Parcel including the structural and  nonstructural  portions thereof;
or (ii) for loss of or  injury to Lessee  or to  Lessee's  property  or that for
which  Lessee is legally  liable from any cause  whatsoever,  including  but not
limited  to theft or  burglary;  or (iii)  for  that  which  results  from or is
incidental  to the  furnishing of or failure to furnish or the  interruption  in
connection  with the  furnishing  of any service  which  Lessor is  obligated to
furnish  pursuant  to this  Lease;  or (iv)  for  that  which  results  from any
inspection,  repair, alteration or addition or the failure thereof undertaken or
failed to be  undertaken  by Lessor;  or (v) for any  interruption  to  Lessee's
business,  however occurring. The aforesaid exculpatory Section is to induce the
Lessor,  in its judgment,  to avoid or minimize  covering risks which are better
quantified and covered by Lessee either through insurance (or  self-insurance or
combinations thereof if specifically  permitted pursuant to this Lease), thereby
permitting  potential cost savings in connection  with the Operating Costs borne
by Lessee pursuant to Section 25.

         40.  COMMISSION.  Lessee  represents  and  warrants  that no broker was
involved  in  negotiating  and  bringing  about this  Lease and  Lessee  further
represents  and  warrants  to the  Lessor  that no  broker  brought  about  this
transaction,  and Lessee agrees to indemnify  and hold Lessor  harmless from any
and  all  claims  of any  brokers  arising  out  of or in  connection  with  the
negotiations  of or the  entering  into this Lease by Lessee and  Lessor.  In no
event shall Lessor's  mortgagee(s) have any obligation to any broker involved in
this transaction.

         41.  RECORDATION.  Lessee  shall not record  this Lease or a short form
memorandum  hereof without the prior written  consent of Lessor.  If Lessee does
record this Lease or a short form  memorandum  without the prior written consent
of Lessor, it shall be considered an incurable default under the Lease entitling
the Lessor to  terminate  the  Lessee's  occupancy.  Lessee  hereby  irrevocably
appoints Lessor as Lessee's  attorney-in-fact  to execute and file a termination
of any such memorandum.

         42. NO OPTION.  The submission of this Lease  Agreement for examination
does not  constitute a  reservation  of, or option for, the  Premises,  and this
Lease Agreement  becomes  effective as a Lease Agreement only upon execution and
delivery thereof by Lessor and Lessee.

         43.  DEFINITIONS.  (A) Affiliate.  Affiliate shall mean any corporation
related to Lessee as a parent, subsidiary or brother-sister  corporation so that
such  corporation  and such party or such  corporation  and such party and other


                                       30
<PAGE>

corporations  constitute a controlled  group as determined under Section 1563 of
the Internal  Revenue Code of 1986, as amended and as elaborated by the Treasury
Regulations  promulgated  thereunder or any business  entity in which Lessee has
more than a fifty (50%) percent interest.

         (B)  Business  Days and  Building  Hours.  As used in this  Lease,  the
"BUSINESS DAYS" and the "BUILDING  HOURS" shall be Monday through  Friday,  8:00
a.m. to 6:00 p.m., and on Saturdays from 8:00 a.m. to 1:00 p.m., excluding those
Federal and/or State holidays  observed by the employees of Lessor,  except that
Common  Facilities,  lighting in the  Building,  the Complex and Parcel shall be
maintained for such additional hours as, in Lessor's sole judgment, is necessary
or desirable to insure proper operation of the Building, the Complex and Parcel.
Notwithstanding the foregoing,  Lessee shall be permitted access to the Building
and Premises twenty-four (24) hours a day, three hundred sixty-five (365) days a
year.

         (C) Common  Facilities.  Common  Facilities  shall  include,  by way of
example  and not by way of  limitation,  the parking  areas;  ingress and egress
areas to the Complex; lobby;  elevator(s);  public hallways;  public lavatories,
all other  general  Building or Complex  facilities  that  service all  Building
tenants;  air  conditioning  rooms;  fan rooms;  janitors'  closets;  electrical
closets;  telephone closets;  elevator shafts and machine rooms; flues;  stacks;
pipe shafts and vertical ducts with their enclosing walls. Lessee's use of those
Common  Facilities not open to all tenants is subject to Lessor's  consent which
may be denied for any reason.  Lessor may at any time close  temporarily  any of
the  Common  Facilities  to  make  repairs  or  changes  therein  or  to  effect
construction,  repairs or changes within the Building,  Complex or Parcel, or to
discourage  non-tenant parking or to prevent the dedication of the same, and may
do such other acts in and to any of the Common Facilities as in its judgment may
be desirable to improve the  convenience  thereof but shall always in connection
therewith endeavor to minimize any inconvenience to Lessee.

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

         (E) Lessee's Percentage. The parties agree that Lessee's Percentage, as
defined on the  Reference  Page,  reflects and will be  continually  adjusted to
reflect the sum arrived at by dividing  the gross square feet of the area rented
to Lessee  (including an allocable share of all Common  Facilities) as set forth
in Section 1, as the numerator,  plus any additional gross square footage leased
from time to time  pursuant to this Lease,  by the total  number of gross square
feet of the Complex (or additional  buildings that may be constructed within the
Parcel),  as the  denominator,  measured  outside wall to outside wall less five
(5%) percent  vacancy  allowance of the Complex.  Lessor shall have the right to
make changes or revisions in the Common Facilities of the Building or Complex so


                                       31
<PAGE>

as to  provide  additional  leasing  area.  Lessor  shall also have the right to
construct  additional  buildings  in the Parcel for such  purposes as Lessor may
deem appropriate and subdivide the lands for that purpose if necessary, and upon
so doing,  the Parcel shall become the  subdivided  lot on which the Building in
which the Demised Premises is located. If any service provided for in Subsection
25(A) or any utility  provided for in Subsection  25(B) is separately  billed or
separately  metered  within the Building or within the Complex,  then the square
footage so billed or metered shall be deemed vacant and if applicable subject to
the Occupancy  Adjustment set forth in Subsection 25(H). Lessee understands that
as a result of changes in the layout of the Common  Facilities from time to time
occurring  due  to,  by way of  example  and  not  by  way  of  limitation,  the
rearrangement of corridors,  the aggregate of all tenant Building  proportionate
shares or complex  proportionate  shares  may be equal to,  less than or greater
than one hundred (100%) percent.

         44. LEASE  COMMENCEMENT.  Notwithstanding  anything contained herein to
the  contrary,  if  Lessor,  for  any  reason  whatsoever,   including  Lessor's
negligence,  cannot  deliver  possession  of  the  Premises  to  Lessee  at  the
commencement  of the agreed Term as set forth in Section 2, this Lease shall not
be void or voidable, nor shall Lessor be liable to Lessee for any loss or damage
resulting  therefrom,  but in that  event,  the Lease Term shall be for the full
Term as  specified  above to commence  from and after the date Lessor shall have
delivered  possession of the Premises to Lessee (herein the "COMMENCEMENT DATE")
and to terminate  midnight of the Termination  Date, and if requested by Lessor,
Lessor and Lessee shall, by a writing signed by the parties,  ratify and confirm
said  commencement  and termination  dates.  Nothing  contained  herein shall be
deemed to modify  the  commencement  of the Lease Term as set forth in Section 2
and  Lessee's  obligations  hereunder if Lessor is unable to deliver the Demised
Premises on the  Commencement  Date by reason of Lessee's failure to comply with
the requirements of Subsection 29(B).

         45.  NOTICES.  Any  notice  by either  party to the  other  shall be in
writing  and  shall be deemed to have  been  duly  given  only if (a)  delivered
personally  or (b)  sent by  registered  mail or  certified  mail in a  postpaid
envelope or by  regulated  carrier  service  with return  receipt or (c) sent by
nationally  recognized  overnight  courier  service  such  as  Federal  Express,
addressed  if to Lessee,  at the  above-described  Building;  if to  Lessor,  at
Lessor's address as set forth above, with copy to Meister Seelig & Fein LLP, 708
Third Avenue, 24th Fl., New York, New York 10017, Attention: Stephen B. Meister,
Esq.; or to either at such other address as Lessee or Lessor, respectively,  may
designate  in writing.  Notice  shall be deemed to have been duly given upon its
receipt or rejection as evidenced by a bill of lading or return  receipt or upon
delivery if personally served.

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


                                       32
<PAGE>

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

         48. LESSOR'S  RESERVED RIGHT.  Lessor and Lessee  acknowledge  that the
Premises are in a Building and Complex which are not open to the general public.
Access to the Building or Complex is restricted to Lessor, Lessee, their agents,
employees and contractors and to their invited visitors. In the event of a labor
dispute including a strike, picketing, informational or associational activities
directed at Lessee or any other tenant,  Lessor reserves the right  unilaterally
to alter  Lessee's  ingress  and egress to the  Building  or Complex or make any
other  change in  operating  conditions  to restrict  pedestrian,  vehicular  or
delivery ingress and egress to a particular location.

         49. RELOCATION BY LESSEE. Lessor hereby reserves the right, at its sole
expense  and on at least  ninety  (90) days' prior  written  notice,  to require
Lessee to move from the Premises to other space within the Complex of comparable
size and decor in order to  permit  Lessor to  consolidate  the space  leased to
Lessee with any other space leased or to be leased  provided,  however,  that in
the event of receipt of any such notice,  Lessee,  by written  notice to Lessor,
may elect not to move to the other  space  and in lieu  thereof  terminate  this
Lease  effective  sixty  (60)  days  after  the date of the  original  notice of
relocation  by Lessor.  In the event Lessee  elects to  terminate as  aforesaid,
Lessor shall have the option to withdraw its exercise of the relocation  option.
In the event of any such  relocation,  Lessor will pay all expenses of preparing
and  decorating the new premises so that they will be  substantially  similar to
the Premises from which Lessee is moving and Lessor will also pay the expense of
moving Lessee's furniture and equipment to the new premises. In such event, this
Lease and each and all of the terms,  covenants  and  conditions  hereof,  shall
remain in full force and effect and  thereupon be deemed  applicable to such new
space  except  that the  description  of the  Premises  shall be revised  and if
applicable Lessee's Percentage shall likewise be revised.

         50. CORPORATE AUTHORITY. If Lessee is a corporation,  Lessee represents
and warrants that this Lease and the  undersigned's  execution of this Lease has
been duly and irrevocably  authorized and approved by the corporation's Board of
Directors.  The  undersigned  officers and  representatives  of the  corporation
executing  this Lease on behalf of the  corporation  represent  and warrant that
they are  officers of the  corporation  with  authority to execute this Lease on
behalf of the  corporation,  and within  fifteen (15) days of execution  hereof,
Lessee will provide Lessor with a corporate resolution confirming the aforesaid.

         51. NUMBER AND GENDER.  The terms  "LESSOR" and "LESSEE" or any pronoun
used in place  thereof  shall  indicate  and include  Landlord  and Tenant,  the
masculine or  feminine,  the singular or plural  number,  individuals,  firms or
corporations,  and their  and each of their  respective  successors,  executors,


                                       33
<PAGE>

administrators  and permitted  assigns,  according to the context hereof. In any
case,  where  this  Lease is  signed by more than one  person,  the  obligations
hereunder shall be joint and several.

         52. LESSEE RESTRICTION. Lessee acknowledges that it has been advised by
Lessor that Lessor shall be precluded from permitting  leases in the Building or
Complex to any cafeteria/restaurant operation including take-out service, coffee
wagon service,  delivery service and/or catering service, and Lessee agrees that
it shall not use or suffer  the use of all or any of the  Premises  for any such
restricted uses.

         53. GOVERNMENT REQUIREMENTS. In the event of the imposition of Federal,
State, or local governmental control, rules, regulations, or restrictions on the
use or  consumption  of energy or other  utilities  or with respect to any other
aspect of this Lease  during  the Term,  both  Lessor and Lessee  shall be bound
thereby.  In the event of a difference  in  interpretation  of any  governmental
control,  rule,  regulation  or  restriction  between  Lessor  and  Lessee,  the
interpretation  of Lessor  shall  prevail,  and  Lessor  shall have the right to
enforce  compliance,  including  the right of entry into the  Premises to effect
compliance.

         54. LIMITATION OF LESSOR'S LIABILITY.  Notwithstanding  anything to the
contrary provided in this Lease, it is specifically  understood and agreed, such
agreement  being a primary  consideration  for the  execution  of this  Lease by
Lessor,  that there shall be  absolutely  no personal  liability  on the part of
Lessor,  its  constituent  members (to  include but not be limited to  officers,
directors,  partners and trustees), their respective successors,  assigns or any
mortgagee in possession (for the purposes of this Section, collectively referred
to as 'Lessor')  with respect to any of the terms,  covenants and  conditions of
this  Lease,  and that  Lessee  shall look solely to the equity of Lessor in the
Building for the satisfaction of each and every remedy of Lessee in the event of
any breach by Lessor of any of the terms, covenants and conditions of this Lease
to be  performed  by Lessor,  such  exculpation  of liability to be absolute and
without any exceptions  whatsoever.  A deficit capital account of any portion in
Lessor  shall  not be deemed  an asset or  property  of  Lessor.  The  foregoing
limitation of liability  shall be noted in any judgment  secured  against Lessor
and in the judgment index.

         55. 24-HOUR ACCESS. Lessee shall be entitled to 24-hour,  seven (7) day
a week access to the Premises,  but this shall not be construed as authorization
to  make  use of  the  Building  services  beyond  the  Building  Hours  without
reimbursing  Lessor  for  the  cost  thereof,   and  shall  be  subject  to  any
governmental  or municipal  laws and  regulations  with respect to said 24-hour,
seven (7) day a week access.  Lessee  shall  obtain  access by means of a key or
other similar means to be provided by Lessor to afford access to the Building.

         56.  RENEWAL  OPTION.  Lessor shall have  twenty-four  (24)  successive
consecutive options (collectively, the "Option") to renew the Term of this Lease
on a  month-to-month  basis  commencing on the day  immediately  succeeding  the
expiration of the Term or the then current  Option Term and expiring on the last
day of the same  calendar  month,  which Option to renew shall be automatic  and
without notice to Tenant. Notwithstanding the foregoing, Lessor's right to renew
for an Option Term shall  expire on December 31,  2005.  If Lessor  exercises an
Option,  Lessee  shall be  obligated  to Lessor for Term Fixed Basic Rent at the
rate set forth herein,  all  appropriate  Additional Rent based on the Base Year


                                       34
<PAGE>

for the  Escalators  and all  obligations  of  Lessee  in  accordance  with  the
covenants  and  provisions  of this Lease  through the  expiration of the Option
Term. Should Lessor elect not to exercise an Option,  Lessor shall notify Lessee
fifteen  (15) days  prior to the end of the then  current  Term,  and this Lease
shall expire upon the last day of the Term or the Option Term,  as  appropriate,
and Lessee  shall  vacate the  Premises in  accordance  with the  provisions  of
Section 5.

         57.  ADDITIONAL SPACE PUT.  (A).Should  Lessee hereafter desire to rent
additional  or other  office  space in the State of New Jersey (the  "Additional
Space"),  Lessee shall give Lessor thirty (30) days notice of Lessee's desire to
expand, which notice shall include the number of square feet that Lessee intends
to rent (the "Additional  Space PUT").  Lessor shall have the option to rent all
or a portion  of such  Additional  Space to Lessee for a term of three (3) years
(the "Additional Space Term"), and Lessee shall rent such space from Lessor upon
the terms set forth in Section (B) below.

                  (B)      (i) The  term  fixed  basic rent  for the  Additional
                  Space (the "Additional  Space Term Fixed Basic Rent") shall be
                  equal to the fair market  rental value of similar grade office
                  space in the  Hackensack,  New Jersey metro area,  discounting
                  the savings  which  Lessor will incur if there is no free rent
                  or tenant allowance,  for a period of three (3) years.  Lessee
                  shall  also  be  liable  for  all  Additional   Rent  for  the
                  Additional  Space  based  on an  adjusted  Base  Year  for the
                  Escalators.

                           (ii) All of the other provisions of the Lease through
                  the end of the Term or the Option Term, as appropriate,  shall
                  remain the same with respect to the Additional Space.

                  (C)  Notwithstanding  the forgoing provisions of this Section,
         should Lessee fail to lease any  Additional  Space offered by Lessor in
         accordance  with this Section 57, and should Lessee rent any additional
         space in New Jersey during the Additional  Space Term,  Lessee shall be
         liable to Lessor for the entire amount of  Additional  Space Term Fixed
         Basic Rent  during  the  Additional  Space  Term.  Lessee's  failure to
         exercise  the  Additional  Space PUT within the thirty  (30) day notice
         period provided in this Section shall be deemed a rejection of Lessor's
         offer for Additional Space.

         58. WARRANT.  As further  consideration for Lessor's entering into this
Lease, Lessee shall grant Lessor a Common Stock Purchase Warrant Certificate, as
annexed hereto as Exhibit D.


                           [SIGNATURE PAGE TO FOLLOW]


                                       35
<PAGE>

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

LESSEE:                                       LESSOR:

GOAMERICA COMMUNICATIONS CORP.                STELLAR CONTINENTAL LLC
                                              By: Stellar Capital Investors, LLC
                                              Its Manager


By: /s/ Daniel R. Luis                        By: /s/ Authorized Signatory
   ------------------------------                 ------------------------------
Name: Daniel R. Luis                          Name:
Its: Chief Executive Officer                  Its:


                                       36
<PAGE>

                                    EXHIBIT A

                                    PREMISES


                            Drawing of Floor Layout



                                       37
<PAGE>

                                    EXHIBIT B

                              RULES AND REGULATIONS

         EXHIBIT B TO LEASE  DATED  THE ____ DAY OF  NOVEMBER,  BETWEEN  STELLAR
CONTINENTAL  LLC, a Delaware  limited  liability  company  with an office at 156
William Street,  New York, New York 10038  (hereinafter  called  "LESSOR"),  and
GOAMERICA  COMMUNICATIONS  CORP., a corporation  whose address is 401 Hackensack
Avenue, Hackensack, New Jersey 07601 (hereinafter called "LESSEE").

         1. No sign, placard,  picture,  advertisement,  name or notice shall be
installed  or  displayed in any part of the outside or inside of the Building if
visible from a public area without prior written  consent of the Lessor.  Lessor
shall have the right to remove, at Lessee's expense and without notice, any sign
installed  or  displayed  in  violation  of this  rule.  All  approved  signs or
lettering  in public  corridors  shall be inscribed or affixed at the expense of
Lessee by a person  or vendor  chosen  by  Lessor  and in  conformance  with the
Building  standard  signage program.  In addition,  Lessor reserves the right to
change  from time to time the  format of the signs or  lettering  and to require
previously  approved  signs or lettering  to be  appropriately  altered.  Lessor
agrees to install, at Lessee's sole cost and expense,  Building standard signage
identifying  (i) Lessee's name on or adjacent to the door to Lessee's  Premises,
and (ii) Lessee's location on the Building floor occupied by Lessee.

         2.  Lessee  shall use and keep in place the  Building  standard  window
covering. Lessee shall not place anything or allow anything to be placed against
or near any doors or windows which may appear  unsightly,  in the opinion of the
Lessor, from outside the Premises.

         3. Lessee shall not obstruct any  sidewalks,  halls,  passages,  exits,
entrances,  elevators,  escalators  or  stairways  of the  Building.  The halls,
passages, exits, entrances, shopping malls, elevators,  escalators and stairways
are not for the general  public,  and Lessor shall in all cases retain the right
to control  and prevent  access  thereto of all  persons  whose  presence in the
judgment of Lessor would be prejudicial to the safety, character, reputation and
interests of the Building and its tenants.  However,  nothing  herein  contained
shall be  construed  to  prevent  such  access to  persons  with whom any tenant
normally deals in the ordinary  course of its business,  unless such persons are
engaged  in illegal  activities.  No tenant  and no  employee  or invitee of any
tenant shall go upon the roof of the Building.

         4. The directory of the Building will be provided  exclusively  for the
display of the name and location of tenants  only and Lessor  reserves the right
to exclude any other names therefrom.  No more than two entries on the directory
located  in the  Building  lobby  and no more  than one  entry on the  directory
located in the Building lower lobby  designating  Lessee shall be installed,  at
Lessee's sole cost and expense.

         5. All cleaning services for the Premises shall be arranged exclusively
through the Lessor.  Lessee shall not cause any unnecessary  labor or service by
carelessness  or indifference to the good order and cleanliness of the Premises,
however occurring

         6. Lessor will furnish Lessee free of charge with two keys to each door
lock in the  Premises.  Lessor may make a reasonable  charge for any  additional
keys.  Lessee shall not make or have made additional  keys, and Lessee shall not
alter any lock or install a new or  additional  locks or bolt on any door of its
Premises.  Lessee, upon the termination of its tenancy,  shall deliver to Lessor
the keys of all doors which have been  furnished to Lessee,  and in the event of
loss of any keys so furnished, shall pay Lessor therefor.


                                       38
<PAGE>

         7. If Lessee requires telegraphic, telephonic, burglar alarm or similar
services,  it shall first obtain,  and comply with,  Lessor's  instructions  for
their installation.

         8. No equipment,  materials,  furniture,  packages,  supplies, or other
property  will be received in the  Building or carried in the  elevators  except
between  such  hours  and in such  elevators  as may be  designated  by  Lessor.
Furniture,  equipment or supplies shall be moved in and out of the Building only
during such hours, and in such manner, and by vendors designated by Lessor.

         9. Lessee shall not place a load upon any floor which  exceeds the load
per square  foot which such floor was  designed to carry and which is allowed by
law. Lessor through Lessor's structural engineer, whose fee shall be paid for by
Lessor,  shall have the right to prescribe the weight,  size and position of all
equipment,  materials,  furniture or other  property  brought into the Building.
Heavy  objects  shall  stand on such  platforms  as  determined  by Lessor to be
necessary  to properly  distribute  weight.  Business  machines  and  mechanical
equipment  belonging  to  Lessee  which  cause  noise or  vibration  that may be
transmitted  to the  structure of the Building or to any space therein to such a
degree as to be  objectionable  to Lessor or to any tenants  shall be placed and
maintained by Lessee,  at Lessee's  expense,  on vibration  eliminators or other
devices sufficient to eliminate noise or vibration. The persons employed to move
such  equipment in or out of the Building must be  acceptable to Lessor.  Lessee
will be  responsible  for loss of, or damage done to the Building by maintaining
or moving such equipment or other property.

         10. Lessee shall not use any method of heating or air conditioning such
as space  heaters or fans other than that  supplied by Lessor.  Lessee shall not
waste electricity,  water or air conditioning.  Lessee shall keep corridor doors
closed.

         11.  Lessor  reserves  the right to exclude  from the  Building  during
non-Building  Hours as defined by Lessor any  person  unless  that  person has a
Building  pass issued by Lessor at Lessee's  written  request.  Lessee  shall be
responsible  for all persons  for who it requests  passes and shall be liable to
Lessor for all acts of such persons.  Lessor shall not be liable for damages for
any error with regard to the admission to or exclusion  from the Building of any
person.

         12.  Lessee shall close and lock the doors of its Premises and entirely
shut all water faucets or other water apparatus  before Lessee and its employees
leave the  Premises.  Lessee  shall be  responsible  for any damage or  injuries
sustained  by other  tenants  or  occupants  of the  Building  or by Lessor  for
noncompliance with this rule.

         13. The toilet rooms, toilets,  urinals, wash bowls and other apparatus
shall  not be  used  for any  purpose  other  than  that  for  which  they  were
constructed.  No  foreign  substance  of any kind  whatsoever  shall  be  thrown
therein, and the expense of any breakage,  stoppage or damage resulting from the
violation  of this rule  shall be borne by Lessee  who,  or whose  employees  or
invitees, shall have caused it.

         14.  Lessee  shall  not  install  any  radio  or  television   antenna,
loudspeaker  or other  device  on the roof or  exterior  walls of the  Building.
Lessee shall not interfere  with radio or television  broadcasting  or reception
from or in the Building elsewhere.

         15. Except as approved by Lessor,  Lessee shall not mark,  drive nails,
screw or drill  into  partitions,  woodwork  or plaster or in any way deface the
Premises.  Lessee shall not cut or bore holes for wires.  Lessee shall not affix
any floor covering to the floor of the Premises in any manner except as approved
by Lessor. Lessee shall repair any damage resulting from noncompliance with this
rule.


                                       39
<PAGE>

         16. Lessee shall not install, maintain or operate upon the Premises any
vending machines or video game machines.

         17.  Lessee shall store all its trash and garbage  within its Premises.
Lessee shall not place in any trash box or receptacle  any material which cannot
be  disposed  of in the  ordinary  and  customary  manner of trash  and  garbage
disposal.  All  garbage and refuse  disposal  shall be made in  accordance  with
directions issued from time to time by Lessor.

18. No cooking shall be done or permitted by any Lessee in the Premises,  except
that use of Underwriters' Laboratory approved equipment for brewing coffee, tea,
hot  chocolate  and similar  beverages  shall be  permitted,  provided that such
equipment and use is in accordance with all applicable  federal,  state and city
laws, codes, ordinances, rules and regulations.

         19.  Lessee shall not use in the Building any hand trucks  except those
equipped  with the rubber tires and side guards or such other  material-handling
equipment  as Lessor may approve.  Lessee shall not bring any other  vehicles of
any kind into the Building.

         20. Lessee shall not use the name of the Building in connection with or
in promoting or advertising  the business of Lessee except as Lessee's  address,
or in any way impair the Building's reputation.

         21.  Lessee  shall pay on demand the cost of  replacement  of any glass
doors broken in or on the perimeter of the Premises  during the  continuance  of
the Lease, unless the glass shall be broken by Lessor, its employees or agents.

         22.  The   requirements  of  Lessee  will  be  attended  to  only  upon
appropriate  application  to  the  office  of  the  Building  by  an  authorized
individual.  Employees  of Lessor  shall  not  perform  any work or do  anything
outside of their duties unless under instructions from Lessor.

         23. Lessor may waive any one or more of these Rules and Regulations for
the benefit of any  particular  tenant or tenants,  but no such waiver by Lessor
shall be  construed  as a waiver of such Rules and  Regulations  in favor of any
other tenant or tenants,  nor prevent Lessor from thereafter  enforcing any such
Rules and Regulations.

         24. No animals,  vehicles or bicycles shall be allowed in the Building,
except animals such as seeing-eye dogs,  etc., as may be reasonably  required to
accommodate the needs of individuals with disabilities.

         25. The use of oil, gas or flammable  liquids for heating,  lighting or
cleaning  or any other  purpose is  expressly  prohibited.  Explosives  or other
articles deemed hazardous shall not be brought into the Building.

         26.  Canvassing,  soliciting  and  peddling in or about the Building is
expressly prohibited.

         27.  Lessee  shall not permit any portion of the Premises to be used as
an office for public stenographer or typist, or as a barber or manicure shop, or
as an  employment  bureau.  Lessee shall not  advertise  for laborers  giving an
address at the Building.

         28.  Lessee shall not purchase or permit the purchase of spring  water,
ice, food, beverage, cleaning towels or other like services, from any person not
approved by Lessor.


                                       40
<PAGE>

         29. No space shall be used for banking, lodging, manufacturing, storage
of or sale of  merchandise,  goods or property of any kind or any other business
that involves patronage from the general public.

         30. For the  benefit  of all  tenants,  Lessor  shall have the right to
reasonably limit elevator use during peak use hours.

         31.  The Rules and  Regulations  are in  addition  to, and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements  and  conditions  of any  lease  of any  premises  in the
Building.


                                       41
<PAGE>

                                    EXHIBIT C

                             CLEANING SPECIFICATIONS

I.       GENERAL

         a.       All cleaning personnel must enter and exit the complex through
                  the security command post, sign-in and be issued a Continental
                  Plaza property badge (in addition to a picture ID badge, which
                  will be issued by the cleaning company).

         b.       The day porters must wear uniforms and ID badges at all times.

         c.       The night supervisors  should keep track of all items that are
                  malfunctioning,  such  as  soap  dispensers,  sanitary  napkin
                  dispensers,   clogged  toilet  bowls,   etc.  and  notice  the
                  Management Office the next day.

         d.       The night supervisor should be at Continental Plaza by 4:30 PM
                  to pick-up all messages  from the  Management  Office for that
                  particular day.

         e.       All  equipment  should be in good working  order and kept in a
                  designated area.

         f.       There should be adequate supplies on-site at all times.

         g.       The day  porters  and  supervisor  must be able to  understand
                  English and able to communicate in a respectable fashion.

         h.       Clean all areas of the building  interior,  including entrance
                  lobbies,  corridors,   loading  docks,  garages,   stairwells,
                  lavatories  and  elevators.  Not  included  are a  stand-alone
                  restaurant (407 Hackensack Avenue) and elevator shafts.

         i.       Employees   assigned  to  the  building   shall  be  carefully
                  interviewed, screened and bonded. They shall be neat and clean
                  in appearance wearing a uniform and properly identified with a
                  picture ID badge.

         j.       Every week, a copy of each  employee's time card will be given
                  to Stellar Capital Management.

         k.       Employees  shall abide by all building  regulations and safety
                  rules.

         l.       Employees  shall not eat,  drink or smoke on duty.  They shall
                  not disturb  paper on desks,  open  drawers or  cabinets,  use
                  telephones, televisions, walkmans or radios.

         m.       Competent  supervisory  personnel  shall be employed  and they
                  will,  at a minimum,  have  completed a  supervisory  training
                  course.

         n.       The supervisor will report to Stellar  Capital  Management any
                  maintenance conditions such as leaky faucets,  stopped toilets
                  and drains,  broken  fixtures,  etc. The supervisor  will also
                  report  any  unusual  happenings  in the  building,  which are
                  noticed or called to  his/her  attention  by the  contractor's
                  employees.


                                       42
<PAGE>

         o.       Necessary,  appropriate  tested  and  approved  machinery  and
                  cleaning  supplies,   for  the  satisfactory   performance  of
                  services will be provided.  Products and equipment shall be in
                  compliance with OSHA regulations.

         p.       Stellar Capital  Management  shall assign  sufficient space on
                  the premises for storage of cleaning  materials and machinery.
                  Utilities will be provided without charge.

         q.       A logbook will be maintained in the building in which a record
                  shall  be  made  of  any  events  requiring   Stellar  Capital
                  Management or the Contractor's attention.  The supervisor will
                  check the logbook daily; any clarifications will be cleared up
                  at that time.

         r.       All cleaning in a tenant's  demised premises will be performed
                  behind locked doors.

         s.       Stellar Capital Management may require the immediate dismissal
                  of any Contractor's employee who is objectionable.

         t.       Upon  completion of work, the  Contractor  will leave all slop
                  sinks  and  equipment   storage  areas  in  neat  and  orderly
                  condition,  with  all  unnecessary  lights  out and all  doors
                  locked.

         u.       Monthly  inspections  of the building  shall be performed by a
                  representative  of  the  Contractor's  management  staff  with
                  Stellar  Capital  Management's  representative.   This  is  in
                  addition to the regular nightly  inspection to be performed by
                  the supervisor.

         v.       Contractor  shall report all  mechanical  deficiencies  and/or
                  damage to a Stellar Capital Management representative on-site.

         w.       Place and maintain doormats during hazardous conditions.

         x.       Carpets  will be spot  cleaned as deemed  necessary by Stellar
                  Capital Management.

         y.       The  building  workweek  is Monday  through  Friday,  normally
                  between  5:30 PM and 10:30 PM. Four hours on Saturday and four
                  hours on Sunday will also be required. Please breakout weekend
                  hours separate from normal Monday through Friday cleaning.


                                       43
<PAGE>

II.      ENTRANCE AND LOBBY -- DAILY

         a.       Entrance lobbies will be thoroughly cleaned.

         b.       Lobby glass will be cleaned and dusted.

         c.       Directory glass will be damp cleaned and wiped.

         d.       Lobby walls will be dusted and kept free from finger marks and
                  smudges.

         e.       Floors and  entrances are to be vacuumed,  dusted,  mopped and
                  damp mopped  daily.  Floors and entrances are to be buffed and
                  refinished  to maintain a clean and glossy  appearance  at all
                  times.

III.     ELEVATORS -- DAILY

         a.       All elevators will be vacuumed.

         b.       All stainless steel and metal will be cleaned.

         c.       All elevator tracks will be vacuumed.

         d.       Elevator button panels and elevator doors will be cleaned.

         e.       Ceiling, overhead Plexiglas and/or special light fixtures will
                  be cleaned.

IV.      OFFICES -- DAILY

         a.       DUSTING - All  furniture,  office  equipment  and  appliances,
                  windowsills,  etc.,  will be dusted  with a  treated  cloth or
                  static duster.  This shall include all horizontal  surfaces up
                  to 7 feet high.  Desks and tables not cleared of paper or work
                  materials   will  only  be  dusted   where  desk  is  exposed.
                  Telephones will be damp wiped.

         b.       DUST  MOPPING - After  furniture  dusting  is  completed,  all
                  non-carpeted  floor  areas will be dust  mopped with a treated
                  dust mop with  special  attention  being  given to areas under
                  desks and furniture to prevent accumulation of dust and dirt.

         c.       VACUUMING - All rugs and carpets in office  areas,  as well as
                  corridors, are to be vacuumed daily in all traffic areas.

         d.       WASTE  CANS and  ASHTRAYS - Waste  cans and  ashtrays  will be
                  emptied and wiped daily.  Plastic liners,  where used, will be
                  changed as  needed.  Waste not in the cans will not be removed
                  unless clearly marked TRASH.

         e.       SPOT  CLEANING  CARPETS - All carpets will be inspected  daily
                  for spots and stains.  All spots and stains will be removed as
                  soon as possible.  Where difficult spots are encountered,  the
                  customer or his agent will be notified.

         f.       NON-CARPETED AREAS - All non-carpeted areas shall be swept and
                  damp mopped with the proper  solution for specific floor areas
                  on a daily basis.  Extreme care will be used in all mopping to
                  avoid  splashing  the walls and  furniture.  Moving  water and
                  other liquids over carpeted  areas will be done in a manner to
                  avoid  spillage.  These  areas will also be buffed and kept in
                  scuff/spot free condition at all times. Care shall be taken in
                  applying  finish to keep it off of furniture,  baseboards  and
                  walls. Floor machines will be used in a manner to avoid damage
                  to the walls, baseboards and furniture.


                                       44
<PAGE>

         g.       DRINKING  FOUNTAINS  -  Drinking  fountains  will be  cleaned,
                  polished and sanitized daily.



                                       45
<PAGE>

                                    EXHIBIT D

                    COMMON STOCK PURCHASE WARRANT CERTIFICATE

NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE NOR THE SHARES OF
COMMON STOCK OR ANY OTHER  SECURITIES  ISSUABLE  UPON  EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY NOT
BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL TO THE EFFECT THAT  REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

                       VOID AFTER 5:00 P.M. ON ____, 2008

                                 GOAMERICA, INC.
                               WARRANT CERTIFICATE

                                      1,000,000 COMMON STOCK PURCHASE WARRANTS


                                                          Hackensack, New Jersey
Warrant Certificate No. SC-1                            As of November ___, 2003

                  THIS  IS  TO  CERTIFY  THAT,  for  value   received,   Stellar
Continental LLC (the a  "Warrantholder")  is the registered owner of such number
of Common Stock Purchase  Warrants  (each,  a "Warrant")  set forth above,  each
Warrant  entitling the owner thereof to purchase from GoAmerica Inc., a Delaware
corporation (the a "Company"),  one duly authorized,  validly issued, fully paid
and  non-assessable  share (each,  a "Warrant  Share") of the common stock,  par
value  $.01 per  share (a  "Common  Stock"),  of the  Company,  at an  aggregate
purchase  price of $.___ per share (the a "Purchase  Price"),  at any time on or
after the period commencing on the date hereof and terminating at 5:00 p.m., New
York City time,  on November 1, 2008 (the a "Expiration  Date"),  all subject to
the terms and conditions  contained  herein.  As provided  herein,  the Purchase
Price and the number of shares of Common Stock or other  securities which may be
purchased  upon  the  exercise  of  the  Warrants   evidenced  by  this  Warrant
Certificate  are, upon the happening of certain events,  subject to modification
and adjustment.

                  This   Warrant   Certificate,   together   with  any   warrant
certificate(s)  issued in  replacement or  substitution  hereof (as provided for
herein)  evidencing all or part of the Warrants  evidenced hereby, are sometimes
collectively referred to herein as the "Warrant Certificates"

                  The  rights  of  the   registered   holder  of  this   Warrant
Certificate shall be subject to the following further terms and conditions:


                                       46
<PAGE>

1.       EXERCISE OF WARRANTS.

                  (a) The Warrants may be exercised,  in whole or in part, on or
prior to the Expiration Time by surrendering this Warrant Certificate,  with the
purchase form provided for herein duly executed by the  Warrantholder  or by the
Warrantholder's duly authorized attorney-in-fact, at the principal office of the
Company,  presently  located at 433 Hackensack  Avenue,  Hackensack,  New Jersey
07601 or at such other office or agency in the United  States as the Company may
designate  by notice in  writing to the  Warrantholder  (in  either  event,  the
"Company Offices"),  accompanied by payment in full, either in the form of cash,
bank cashier's check or certified check payable to the order of the Company,  of
the  Exercise  Price  payable  in  respect  of  the  Warrants  being  exercised.
Alternatively,  payment of the Exercise  Price may be made by cashless  exercise
method,  as set  forth in  subparagraph  1(b)  below.  If fewer  than all of the
Warrants are  exercised,  the Company  shall,  upon each  exercise  prior to the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a new  Warrant
Certificate (dated as of the date hereof) evidencing the balance of the Warrants
that remain exercisable.

                  (b) The Warrantholder may also exercise the Warrants by paying
the Exercise Price by converting all or any portion of the unexercised  Warrants
hereunder  into the number of shares of Common Stock  determined  in  accordance
with the formula set forth below (the  "Cashless  Exercise")  by  delivering  an
Exercise  Form  substantially  in the form as appended  hereto to the Company by
hand  delivery,  by U.S.  Express  Mail or Federal  Express or other  recognized
national  delivery  service,  or by certified or registered mail, return receipt
requested,  addressed to its principal  office and  accompanied  by this Warrant
Certificate:

                 X =      Y(A-B)
                     -----------
                             A

                  Where:   X =   the number of the shares of Common Stock to be
         issued to the  Warrantholder  upon  exercise  pursuant to this  Section
         1(b).

         Y = the number of shares of Common Stock represented by the Warrants so
exercised.

                           A =        the Market  Price (as defined in Paragraph
                                    3(d) below) of one share of Common  Stock on
                                    the trading date  immediately  preceding the
                                    Company's receipt of the Exercise Form.

                           B =      the Purchase Price.


                 (c) On the date of exercise of the Warrants,  the Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

                 (d) As soon as  practicable,  but not in  excess  of ten  days,
after the  exercise of all or part of the  Warrants  evidenced  by this  Warrant
Certificate,  the Company,  at its expense  (including  the payment by it of any
applicable issue taxes), will cause to be issued in the name of and delivered to
the  Warrantholder a certificate or  certificates  evidencing the number of duly
authorized,  validly  issued,  fully paid and  non-assessable  Warrant Shares to
which the Warrantholder shall be entitled upon such exercise.  In the event that
only a portion of the Warrants  have been  exercised,  the Company shall issue a
replacement  Warrant  Certificate for the remaining Warrant Shares such that the
number of Warrant  Shares  remaining  shall be equal to 2% of the issued  Common
Stock,  on a fully diluted basis less the number of Warrant  Shares (as adjusted
in Paragraph 3) exercised,  and the Purchase  Price shall be the purchase  price
per share as adjusted in Paragraph 3 below.

                 (e) No  certificates  for  fractional  Warrant  Shares shall be
issued  upon the  exercise of any of the  Warrants  but,  in lieu  thereof,  the
Company  shall,  upon  exercise  of all the  Warrants,  round up any  fractional
Warrant Share to the nearest whole share of Common Stock.



                                       47
<PAGE>

2.       ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.

                 (a) The Company  covenants  and agrees that all Warrant  Shares
which may be issued upon the exercise of all or part of the Warrants will,  upon
issuance in accordance with the terms hereof, be validly issued,  fully paid and
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue thereof other than liens created by the Warrantholder.

                 (b) The Company further covenants and agrees that if any shares
of Common Stock to be reserved for the purpose of the issuance of Warrant Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

3.  ADJUSTMENTS OF PURCHASE PRICE,  NUMBER AND CHARACTER OF WARRANT SHARES,  AND
NUMBER OF WARRANTS.

                 The   Purchase   Price  the  number  and  kind  of   securities
purchasable  upon the  exercise of each Warrant  shall be subject to  adjustment
from time to time upon the happening of the events enumerated in this Section 3.

                 (a) Stock Dividends, Subdivisions and Combinations. In case the
Company shall at any time on or before the Expiration Time:

                           (i)      Issue  additional  shares of Common Stock or
                                    securities convertible into Common Stock;

                           (ii)     pay a dividend in shares of Common  Stock or
                                    make a  distribution  in  shares  of  Common
                                    Stock or such other  stock to holders of all
                                    its outstanding shares of Common Stock;

                           (iii)    subdivide  or  reclassify  the   outstanding
                                    shares into another  class of  securities or
                                    subdivide or reclassify the Shares of Common
                                    Stock into a greater number of shares;

                           (iv)     combine  the  outstanding  shares  of Common
                                    Stock  into a  smaller  number  of shares of
                                    Common Stock;

                           (v)      issue by  reclassification  of its shares of
                                    Common Stock other securities of the Company
                                    (including  any  such   reclassification  in
                                    connection with a consolidation or merger in
                                    which   the   Company   is  the   continuing
                                    corporation);

then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Purchase Price shall be adjusted to be the amount  resulting
from dividing the number of shares of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.

                 (b) Extraordinary  Dividends.  In case the Company shall at any
time on or before the Expiration  Time (i) fix a record date for the issuance of
rights,  options, or warrants to all holders of its outstanding shares of Common
Stock,  entitling them (for a period  expiring  within 45 days after such record
date) to  subscribe  for or  purchase  shares  of Common  Stock  (or  securities
exchangeable  for or  convertible  into  shares of Common  Stock) at a price per
share of Common  Stock (or having an exchange or  conversion  price per share of
Common Stock,  with respect to a security  exchangeable  for or convertible into


                                       48
<PAGE>

shares of Common  Stock) which is lower than the current  Market Price per share
of Common Stock (as defined in Paragraph 3(c) below),  or (ii) receives a tender
offer for any of the  securities  of the company  (together,  an  "Extraordinary
Dividend  Event")  then  Company,  thirty (30) days prior to such  record  date,
agrees  to  notify  Warrantholder  and  Warrantholder  agrees  to keep  any such
information  provided under this Paragraph 3(b)(ii)  confidential as between the
Company and the Warrantholder and their respective counsel for so long as and to
the extent that such information has not already been made publicly available by
filings with the Securities and Exchange  Commission or by press  releases.  The
Company  hereby  agrees  to  allow   Warrantholder   to  have  the  option,   at
Warrantholder's  sole discretion,  to participate in any Extraordinary  Dividend
Event.

                 (c)  Current  Market  Price  Defined.  For the  purpose  of any
computation  under Paragraphs 3(b), the current Market Price per share of Common
Stock at any date shall be deemed to be the average  daily  Closing Price of the
shares of Common Stock for twenty consecutive trading days ending within fifteen
days  before the date in  question.  The term  "Closing  Price" of the shares of
Common  Stock for a day or days shall mean (i) if the shares of Common Stock are
listed or  admitted  for  trading on a national  securities  exchange,  the last
reported  sales price regular way, or, in case no such reported sale takes place
on such day or days,  the average of the  reported  closing bid and asked prices
regular way, in either case on the  principal  national  securities  exchange on
which the shares of the Common Stock are listed or admitted for trading, or (ii)
if the  shares of Common  Stock are not  listed or  admitted  for  trading  on a
national  securities  exchange,  (A) the last  transaction  price for the Common
Stock on The Nasdaq Stock  Market  ("Nasdaq")  or, in the case no such  reported
transaction takes place on such day or days, the average of the reported closing
bid and asked prices  thereof  quoted on Nasdaq,  or (B) if the shares of Common
Stock are not quoted on Nasdaq,  the average of the closing bid and asked prices
of the Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained
by the National Association of Securities Dealers,  Inc. (the "Bulletin Board"),
or (C) if the  shares of  Common  Stock  are not  quoted  on  Nasdaq  nor on the
Bulletin  Board,  the average of the closing bid and asked  prices of the common
stock in the over-the-counter market, as reported by The Pink Sheets, LLC, or an
equivalent generally accepted reporting service, or (iii) if on any such trading
day or days the shares of Common Stock are not quoted by any such  organization,
the fair  market  value of the  shares of Common  Stock on such day or days,  as
determined  in good faith by the Board of  Directors  of the  Company,  shall be
used.

                 (d) Minimum  Adjustment.  Except as  hereinafter  provided,  no
adjustment  of the Purchase  Price  hereunder  shall be made if such  adjustment
results in a change of the  Purchase  Price then in effect of less than one cent
($.01) per share.  Any  adjustment of less than one cent ($.01) per share of any
Purchase  Price  shall be carried  forward  and shall be made at the time of and
together with any  subsequent  adjustment  which,  together  with  adjustment or
adjustments  so carried  forward,  amounts to one cent ($.01) per share or more.
However,  upon exercise of this Warrant Certificate,  the Company shall make all
necessary adjustments (to the nearest cent) not theretofore made to the Purchase
Price up to and including the effective date upon which this Warrant Certificate
is exercised.

                 (e) Notice of Adjustments. Whenever the Purchase Price shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed  by the  President  or a  Vice  President  and by the  Chief
Financial  Officer,  Treasurer or an Assistant  Treasurer or the Secretary or an
Assistant  Secretary of the Company,  setting forth, in reasonable  detail,  the
event  requiring the  adjustment,  the amount of the  adjustment,  the method by
which such  adjustment was  calculated  (including a description of the basis on
which the Board of Directors of the Company made any  determination  hereunder),
by first class mail postage prepaid to each Warrantholder.

                 (f) Capital  Reorganizations  and Other  Reclassifications.  In
case of any capital reorganization of the Company, or of any reclassification of
the  shares of Common  Stock  (other  than a  reclassification,  subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger, or sale, be exercisable, upon
the terms and conditions  specified in this Warrant  Certificate,  for the kind,
amount  and  number of shares or other  securities,  assets,  or cash to which a
holder of the number of shares of Common Stock  purchasable (at the time of such


                                       49
<PAGE>

capital   reorganization,   reclassification   of  shares   of   Common   Stock,
consolidation,  merger or sale) upon  exercise of such  Warrant  would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common  Stock,  consolidation,  merger,  or sale;  and in any such  case,  if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable,  as nearly  equivalent as possible,  to any shares or other
securities,  assets,  or cash  thereafter  deliverable  on the  exercise  of the
Warrants. The Company shall not effect any such consolidation,  merger, or sale,
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  or  entity  (if  other  than  the  Company)   resulting  from  such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(f).


                 (h) Adjustments to Other  Securities.  In the event that at any
time,  as a  result  of an  adjustment  made  pursuant  to this  Section  3, the
Warrantholder  shall become entitled to purchase any shares or securities of the
Company  other than the shares of Common  Stock,  thereafter  the number of such
other shares or securities so purchasable  upon exercise of each Warrant and the
exercise price for such shares or securities shall be subject to adjustment from
time to time in a manner and on terms as nearly  equivalent  as  possible to the
provisions  with respect to the shares of Common Stock  contained in  Paragraphs
3(a) through (d), inclusive.

                 (i)  Deferral  of  Issuance  of  Additional  Shares in  Certain
Circumstances.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Purchase Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

4.       DEFINITION OF COMMON STOCK.

                 The Common Stock  issuable upon exercise of the Warrants  shall
be the  Common  Stock as  constituted  on the date  hereof  except as  otherwise
provided in Section 3.

5.       REPLACEMENT OF SECURITIES.

                 If this Warrant Certificate shall be lost, stolen, mutilated or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and
purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder  as  adjusted  at the  time of  replacement.  Any  such new
certificate shall constitute an original contractual  obligation of the Company,
whether or not the  allegedly  lost,  stolen,  mutilated  or  destroyed  Warrant
Certificate shall be at any time enforceable by anyone.

6.       REGISTRATION.

                 This  Warrant  Certificate,   as  well  as  all  other  Warrant
Certificates  representing Warrants shall be numbered and shall be registered in
a register (the "Warrant  Register")  maintained at the Company  Offices as they
are  issued.  The  Warrant  Register  shall  list the name,  address  and Social
Security or other Federal  Identification Number, if any, of all Warrantholders.
The Company  shall be entitled  to treat the  Warrantholder  as set forth in the
Warrant  Register as the owner in fact of the Warrants as set forth  therein for
all purposes and shall not be bound to recognize any equitable or other claim to
or interest in such Warrants on the part of any other  person,  and shall not be
liable for any registration of transfer of Warrants that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary  unless made
with the actual  knowledge that a fiduciary or nominee is committing a breach of
trust in requesting  such  registration  of transfer,  or with such knowledge of
such facts that its participation therein amounts to bad faith.


                                       50
<PAGE>

7.       TRANSFER.

                 NEITHER THE WARRANTS  REPRESENTED  BY THIS WARRANT  CERTIFICATE
NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF
SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUCH  WARRANTS HAVE BEEN  ACQUIRED,  AND ANY SHARES OF COMMON STOCK OR ANY OTHER
SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT  REGISTRATION  IS NOT REQUIRED  UNDER SUCH ACT AND SUCH STATE
SECURITIES LAWS.

8.       EXCHANGE OF WARRANT CERTIFICATES.

                 This  Warrant   Certificate   may  be  exchanged   for  another
certificate or certificates  entitling the  Warrantholder  thereof to purchase a
like  aggregate  number of Warrant Shares as this Warrant  Certificate  entitles
such  Warrantholder  to purchase.  A Warrantholder  desiring to so exchange this
Warrant Certificate shall make such request in writing delivered to the Company,
and shall surrender this Warrant Certificate therewith.  Thereupon,  the Company
shall execute and deliver to the person  entitled  thereto a new  certificate or
certificates, as the case may be, as so requested.

9.       NOTICES.

                 All  notices  and other  communications  hereunder  shall be in
writing and shall be deemed  given when  delivered  in person,  against  written
receipt therefor, or two days after being sent, by registered or certified mail,
postage prepaid, return receipt requested, and, if to the Warrantholder, at such
address as is shown on the Warrant  Register or as may  otherwise  may have been
furnished  to the Company in writing in  accordance  with this  Section 9 by the
Warrantholder  and,  if to the  Company,  at the  Company  Offices or such other
address  as the  Company  shall give  notice  thereof  to the  Warrantholder  in
accordance with this Section 9.

10.      REGISTRATION RIGHTS.

         The Warrantholder  shall have unlimited  piggyback  registration rights
with respect to exercise of the Warrants and resale of the Warrant  Shares.  The
Company shall register the Warrant Shares as soon as reasonably  possible on the
next to be filed Form S-8 (if  eligible) or Form S-1, S-2, S-3, or on such other
next  registration  statement as the Company is permitted to use for the type of
transaction contemplated.  The Company shall keep such registration statement(s)
effective  until all  Warrant  Shares  are sold or until an  opinion  of counsel
reasonably  satisfactory to Company and Warrantholder  and/or Seller is given to
Company  that such  shares  may be sold  absent a  registration  statement.  The
Company shall also register any  securities to be received by  Warrantholder  in
the event of a merger or sale of its  assets  on Form S-4 or such  similar  form
upon which other securities to be issued to the Company's Shareholders are being
registered.

11.      MISCELLANEOUS.

                 This  Warrant  Certificate  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This certificate is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.


                                       51
<PAGE>

11.      EXPIRATION.

                 Unless as  hereinafter  provided,  the right to exercise  these
Warrants shall expire at the Expiration Date.

Dated: As of November ___, 2003
                                                      GOAMERICA, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:
ATTEST:


---------------------------------------
______________________ , Secretary


                                       52
<PAGE>

                                  EXERCISE FORM

                                                     Dated:_______________, ____

TO: GOAMERICA, INC.:

                  The  undersigned  hereby  irrevocably  elects to exercise  the
within Warrant, to the extent of purchasing  _________________  shares of Common
Stock,  and  hereby  makes  payment  of  _____________  in payment of the actual
Exercise Price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


                 Name:
                       ---------------------------------------------------------
                             (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                       ---------------------------------------------------------

              Address:
                       ---------------------------------------------------------

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

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









            Signature:
                       ---------------------------------------------------------
                         (Signature must conform in all respects to the name of
                             the Warrantholder as set forth on the face of
                                       this Warrant Certificate.)


                                       53
<PAGE>

                                                   ASSIGNMENT FORM


                     FOR VALUE RECEIVED, _______________________________________
                                         (Please type or print in block letters)

hereby sells, assigns and transfers unto:

                 Name:
                       ---------------------------------------------------------
                                 (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                       ---------------------------------------------------------

              Address:
                       ---------------------------------------------------------

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

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





this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

               Dated:  _________________________



            Signature:
                       ---------------------------------------------------------
                          (Signature must conform in all respects to the name
                            of the Warrantholder as set forth on the face
                                     of this Warrant Certificate.)



                                       54