EXHIBIT 10.9


                                  OFFICE LEASE

                                 1515 ROUTE TEN

                             PARSIPPANY, NEW JERSEY

                                     between

                          ROUTE TEN JOINT VENTURE, L.P.
                                   (Landlord)

                                       and

                              DIALOGIC CORPORATION
                                    (TENANT)

                             Dated: August 31, 1993





<PAGE>


                                  OFFICE LEASE
                                 1515 ROUTE TEN
                             PARSIPPANY, NEW JERSEY
                                  Lease Summary

Landlord:                  Route 10 Joint Venture, L.P.

Landlord's Address:        c/o MONY Real Estate Investment Management
                           1740 Broadway, New York, New York  10019

Tenant:                    Dialogic Corporation

Tenant's Space             Total - 125,000 square feet

Annual Fix Rent            Approximately  115,000  square feet office;
                           10,000 square feet storage
<TABLE>

<S>                           <C>                         <C>                          <C>    
Office: Lease Years           Fixed Rent Per Year         Monthly Installment          Rent Per Square Foot
Year 1                        $                           $                            $15.50*
Year 2                        $                           $                            $15.50*
Year 3                        $                           $                            $15.50*
Year 4                        $                           $                            $15.50*
Year 5                        $                           $                            $15.50*
Year 6                        $                           $                            $17.50*
Year 7                        $                           $                            $17.50*
Year 8                        $                           $                            $17.50*
Year 9                        $                           $                            $17.50*
Year 10                       $                           $                            $17.50*

</TABLE>


For the first two (2) years,  Tenant shall  receive free rent for 35,000  square
feet of office space.

<TABLE>

<S>                           <C>                         <C>    
Storage Lease Years           Fixed Rent Per Year         Monthly Installment          Rent Per Square Foot
Year 1                        $                           $                            $.00*
Year 2                        $                           $                            $.00*
Year 3                        $                           $                            $.00*
Year 4                        $                           $                            $.00*
Year 5                        $                           $                            $.00*
Year 6                        $                           $                            $4.00*
Year 7                        $                           $                            $4.00*
Year 8                        $                           $                            $4.00*
Year 9                        $                           $                            $4.00*
Year 10                       $                           $                            $4.00*

*Plus Tenant's electrical

</TABLE>

Electricity Rent:    Tenant to pay all its own electric which will be directly 
                     metered

Lease Term Commencement Date:

Lease Term Expiration Date:

Fix Rent Commencement Date:

Base Operating Expense Year:   The calendar year 1994 as if the Building is 
                               fully assessed and 95% occupied.

Base Tax Year:                 The calendar year 1994

Option to Renew:               Two (2) five year  options  with base rent to be 
                               increased by fifteen percent (15%) over the five 
                               year period preceding the option period.

Rentable floor area of Tenant's Office Space: 115,000 square feet, subject to 
                                              identification and measure by 
                                              BOMA method (also entire building)

Rentable floor area of Tenant's storage space:10,000  square  feet, subject to 
                                              identification and measure by 
                                              BOMA method (also entire building)

Security Deposit:                   None

Tenant's Proportionate Share:

Tenant's SIC Number: 7373

<PAGE>


                                TABLE OF CONTENTS

ARTICLE

  1.              Premises
  2.              Term
  3.              Rent
  4.              Additional Rent
  5.              Electricity
  6.              Improvements in Preparation for Occupancy
  7.              Alterations
  8.              Repairs and Maintenance
  9.              Utilities and Services
10.               Insurance
11.               Use
12.               Assignment and Subletting
13.               Default
14.               Remedies of Landlord
15.               Destruction, Fire or other Casualty
16.               Condemnation
17.               Subordination
18.               Indemnification and Hold Harmless
19.               Landlord's Obligations
20.               Cumulative Remedies
21.               Advances by Landlord
22.               No Waiver by Landlord
23.               Landlord's Right to Exhibit the Premises
24.               No Acceptance of Surrender
25.               Quiet Enjoyment
26.               Estoppel Certificates
27.               Parking
28.               Notices
29.               Bind and Inure
30.               Waiver of Trial by Jury
31.               Brokerage Fees
32.               Execution
33.               Recordation of Lease
34.               Surrender
35                Access; Change in Facilities
36.               Integration of Agreement
37.               Security Deposit
38.               Inability to Perform
39.               Rules and Regulations
40.               Governing Law
41.               Landlord Liability
42.               Signage
43.               Arbitration
44.               Non-Disturbance
Schedule A        Floor Plan of Premises
Schedule B        Property Description
Schedule C        Cleaning and Routine Maintenance Service
Schedule D        Parking Spaces
Schedule E        Rules and Regulations



<PAGE>

                                      LEASE

          THIS LEASE,  made as of this ___ day of August,  1993,  by and between
ROUTE TEN JOINT  VENTURE,  a limited  partnership  with  offices and a principal
place of business c/o MONY Real Estate Investment Management, 1740 Broadway, New
York, New York 10019 (the  "Landlord")  and Dialogic  Corporation,  a New Jersey
corporation with offices and a principal place of business which will be located
at 1515 Route 10, Parsippany, New Jersey (the "Tenant").

                                   WITNESSETH:

          WHEREAS,  Landlord is the owner of the real  property  located at 1515
Route Ten,  Parsippany,  New Jersey (the  "Building") as more fully described on
the legal  description  set forth on Schedule  "B" annexed  hereto,  and as also
described on a certain site plan prepared by Murray  Hochauser,  which site plan
has been  separately  provided to Tenant with the  representation  that the site
plan is no longer entirely accurate; and

          WHEREAS,  Tenant wishes to lease form Landlord and Landlord  wishes to
lease to Tenant approximately  115,000 square feet of office space on the second
and first floors of the Building and 10,000  square feet of storage space on the
basement level.

          NOW THEREFORE,  in consideration  of the mutual covenants  hereinafter
set forth, and of other good and valuable consideration, the receipt of which is
hereby acknowledged, Landlord and Tenant agree as follows:

          1. Premises.

          1.1.  Landlord  hereby  leases to Tenant and Tenant hereby leases from
landlord  approximately  125,000  square feet on the second,  first and basement
floors of the Building (the  "Premises"),  as shown on the floor plan which will
be annexed hereto as Schedule A and made a part hereof,  together with the right
to parking as designated herein, the common area right designated herein,  right
of ingress and egress to the Building in common with others.  The Premises  will
consist  of the  entire  second  floor,  10,000  square  feet of  storage in the
basement and the  remainder  on the first  floor.  Within third (30) days of the
signing of this Lease,  Landlord shall cause the Building and the Premises to be
measured  pursuant  to the BOMA  method and the exact  square  footage  shall be
deemed  fixed.  Promptly  thereafter,  Landlord  shall cause to be  delivered to
Tenant the  dimensions of the Building and the Premises as measured  pursuant to
the BOMA method.

          2. Term.

          2.1. The Premises are leased for a term ("Term")  which shall commence
on a date ("Commencement Date") which shall be the earlier of:

          (a)  January 1, 1994,  unless such date is adjusted in accordance with
               the provisions of Section 6.3; or

          (b)  the date Tenant shall occupy the Premises or any part thereof for
               the purposes of conducting its business.

          2.2.  The Term  shall  end at 12  o'clock  noon on the last day of the
month  in  which  the  tenth   anniversary  of  the  commencement   date  occurs
("Expiration  Date") unless the Term shall sooner  terminate  pursuant to any of
the terms, covenants or conditions of this Lease or pursuant to law.

          2.3. As soon as  practicable  after the  Commencement  Date,  Landlord
shall deliver to Tenant written  notice  confirming  the  Commencement  Date and
Expiration  Date,  and  Tenant  shall  acknowledge  such  Commencement  Date and
Expiration  Date by returning to Landlord an executed copy of such notice within
five (5) business days of Tenant's receipt of such notice.

          2.4. If the last day of the Term of this Lease or any renewal  thereof
falls on a Sunday,  this Lease shall expire at 12 o'clock noon on the  preceding
Saturday  unless  it be a legal  holiday  in which  case it shall  expire  at 12
o'clock noon on the preceding business day.

          2.5.  Tenant  shall  have two (2)  options  to renew  the term for the
leased  premises,  each for a period of five (5)  years.  Each  option  shall be
exercisable  respectively only prior to the end of the ninth year and fourteenth
year of Tenant's  occupancy.  Each option  shall be  exercisable  only by Tenant
sending written notice of Tenant's  affirmative  intent to exercise each option.
The written  notice shall be effective only if received by Landlord at lease one
(1) year prior to the end of the then  current  term.  The Fixed Rent to be paid
for each option  period  shall be equal to the Fixed Rent paid over the five (5)
year period immediately preceding the option period,  increased by fifteen (15%)
percent.

     2.6.  In  addition to the two (2) options  provided  for in  Paragraph  2.5
herein of this Lease, Tenant shall have the option to lease an additional 35,000
square feet of office space within the Building. This option may be exercised by
Tenant  only  within the first  five (5) years of the term,  and only by sending
written notice to Landlord,  which is received by Landlord prior to the last day
of the fifth year of the term.  The notice shall be effective  one (1) year from
the date on w which it is received by  Landlord.  The option for the  additional
35,000  square  feet of office  space shall in no way be  construed  to obligate
Landlord to provide 35,000 square feet which is contiguous to the Premises.  The
additional  35,000  square feet shall be on the western side of the third floor.
In the event the option for the additional 35,000 square feet is exercised, then
the Fixed Rent and Additional Rent shall be charged in accordance with the terms
and at the rate set in Article  Three (3) below,  and Tenant' s fit up allowance
of S25.00 per square  foot  (based on a ten-year  term) shall be pro rated based
upon the number of months then remaining in the Term,  including the term of any
renewal option(s) then exercised (i.e. if at least 120 months are remaining, the
full fit up allowance will be granted), plus an additional S2.50 per square foot
for Tenant' s architectural fees.

          2.7.  Tenant  shall have a right of first  refusal on all other  space
within the Building as that right is described in this  paragraph.  In the event
that  Landlord  receives a request for a proposal to lease space,  then Landlord
must notify Tenant,  in writing,  of the identity of the proposed  tenant or the
proposed leasing agent, and the proposed use, together with a description of the
proposed  space to be  leased.  Tenant  shall have ten (10)  business  days from
receipt of the written  notification  to inform  Landlord  whether or not Tenant
desires to lease the proposed space.  In the event Tenant  notifies  Landlord of
Tenant's desire to lease the proposed space,  then Tenant shall commence leasing
the space effective  sixty (60) days from the date Tenant  notifies  Landlord of
Tenant's  desire  to lease  the  proposed  space  and  shall  pay the base  rent
described in Article  Three (3) below,  as adjusted by the Consumer  Price Index
for the N.Y./N.E.N.J. area for the proposed space. In addition, Tenant shall pay
Additional  Rent as  provided  for in Article  Three (3) below.  Landlord  shall
provide  Tenant with  Tenant's fit up allowance  equal to S25.00 per square foot
(based on a ten-year  term),  said sum to be pro rated  based upon the number of
months remaining in the Term,  including the term of any renewal  option(s) then
exercised (i.e. if at least 120 months are remaining,  the full fit up allowance
will be  granted),  plus an  additional  S2.50  per  square  foot  for  Tenant's
architectural fees.

          3. Rent.

          3.1. (a) Fixed Rent.  Tenant shall pay to Landlord an annual base rent
(the "Fixed  Rent") for the  Premises,  which shall be paid  without  set-off or
deduction, in equal monthly installments in advance on the first day of each and
every calendar month during the Term of this Lease, to Landlord or to Landlord's
agent, at such place as Landlord may designate to Tenant, in lawful money of the
United  States of America for the payment of all debts,  public and private,  as
follows:

<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                          <C> 

                                      Fixed Rent             Monthly                      Rent Per
Office Lease Years                    Per Year               Installment                  Square Foot

Year 1                                $                      $                            $15.50*
Year 2                                $                      $                            $15.50*
Year 3                                $                      $                            $15.50*
Year 4                                $                      $                            $15.50*
Year 5                                $                      $                            $15.50*
Year 6                                $                      $                            $17.50
Year 7                                $                      $                            $17.50
Year 8                                $                      $                            $17.50
Year 9                                $                      $                            $17.50
Year 10                               $                      $                            $17.50

</TABLE>


For the first two (2) years,  Tenant  shall  receive  free Fixed Rent for 35,000
square feet of office space.

<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                          <C>


                                      Fixed Rent             Monthly                      Rent Per
Storage Lease Years                   Per Year               Installment                  Square Foot

Year 1                                $                      $                            $.00*
Year 2                                $                      $                            $.00*
Year 3                                $                      $                            $.00*
Year 4                                $                      $                            $.00*
Year 5                                $                      $                            $.00*
Year 6                                $                      $                            $4.00*
Year 7                                $                      $                            $4.00*
Year 8                                $                      $                            $4.00*
Year 9                                $                      $                            $4.00*
Year 10                               $                      $                            $4.00*

*    Plus Tenant's electric pursuant to section 4.13.

</TABLE>



          3.2. In addition to the above,  Landlord represents that effective the
Commencement Date of this Lease, Landlord shall either (a) pay Tenant a sum each
month equal to $71,524.00,  or (b) pay directly to Tenant's  current  landlord a
sum each month equal to $71,524.00.  In no event shall the monthly payments made
by Landlord  pursuant  to this  section  exceed  $71,524.00  each month.  Tenant
warrants and represents that its current lease expires September 15, 1994 and no
payments will be due after that date.  Tenant  warrants and  represents  further
that if its  current and future  monthly  obligations  to its  current  landlord
exceed  $71,524.00 each month,  then Tenant shall pay such excess.  Landlord may
negotiate a lump sum payment at a discount with Tenant's current landlord.

          3.3. On execution  hereof,  Tenant shall pay to the Landlord an amount
equal to one (1) monthly  installment of Fixed Rent payable under this Lease. If
the  Commencement  Date  shall be any day other than the first day of a calendar
month, the Fixed Rent for the period between the Commencement Date and the first
day of the first full  calendar  month of the Term shall be  pro-rated  on a per
diem basis and  Landlord  shall credit any excess  amount paid  pursuant to this
Section  3.2  toward  the  payment  of the  Fixed  Rent for the next  succeeding
calendar month in which a payment of Fixed Rent is due.

          4. Additional Rent.

          4.1. In addition to the Fixed Rent  payable  under  Article  Three (3)
hereof,  Tenant shall pay to Landlord  additional rent consisting of all sums of
money as shall become due and payable by Tenant under this Lease including,  but
not  limited  to, the  payments  due under  this  Article 4  (collectively,  the
"Additional Rent").

          4.2. The following terms shall have the meanings set forth herein:

               "Base Operating  Expenses" shall mean Operating  Expenses payable
          for the Base Operating Expense Year, adjusted and calculated as if the
          Building is ninety-five (95%) percent occupied for the entire year.

               "Base  Operating  Expense  Year" shall be the calendar  year 1994
          adjusted  and  calculated  as if the  Building  is  ninety-five  (95%)
          percent occupied for the entire year.

               "Base Tax Year" shall be the calendar year 1994.

               "Base Taxes" shall mean Taxes payable for the Base Tax Year. Base
          Taxes  shall be deemed to have been  incurred  by Landlord in the Base
          Tax Year and shall be  adjusted to reflect a fully  assessed  Building
          for the entire base tax year.

               "Operating  Expenses"  as referred to in the Lease shall  include
          all actual expenses reasonably incurred by Landlord in connection with
          the operation  and  maintenance  of the  Building,  comparable to such
          expenses incurred with respect to office buildings  similarly situated
          and  occupied,  but shall not include the  following:  (a) the cost of
          construction of any  improvements on the real property,  including any
          addition,  alteration or refurbishing of space leased to other tenants
          in the  Building,  except  that  amounts  equal to savings of labor or
          other costs in connection with the operation of the Building resulting
          from such capital  improvements  shall be  included;  (b) expenses for
          repairs or other work occasioned by fire,  windstorm or other casualty
          in excess of a reasonable  deductible  amount  provided in  Landlord's
          insurance  policy;  (c) expenses  incurred in leasing or procuring new
          tenants for the Building (e.g.  commissions,  advertising,  renovation
          and legal);  (d) legal  expenses in  enforcing  the terms of any lease
          other than this Lease; (e) interest or principal amortization payments
          on any mortgage; (f) any Taxes, as referred to in the Lease, corporate
          franchise  or net worth  taxes,  income  taxes  (state  and  federal),
          personal property taxes, excess profit taxes, license,  inspection and
          permit fees; (g) any expenses  incurred for which Landlord has a right
          of  reimbursement  from a tenant in the  Building;  (h) claims paid by
          Landlord in  satisfaction  or settlement of liability in tort; (i) any
          payments to the ground  lessor;  (j)  depreciation  of the Building or
          other improvements located on the real property and (k) replacement of
          the parking lot, roof,  HVAC equipment or other capital (as determined
          in accordance with generally  accepted  accounting  principles) items.
          All expenses  paid by Landlord to persons or business  entities  which
          are  affiliated  in any  way  with  Landlord  must be  reasonable  and
          comparable  to  similar  expenses  paid  by  landlords   generally  in
          arms-length  transactions  in  order  to be  includable  in  operating
          expenses.

               "Common  Areas"  shall  mean all  portions  of the  Building  not
          intended as rentable area,  including,  without limitation the parking
          facilities appurtenant to the Building.

               "Governmental  Authority" shall mean any Federal,  State, County,
          municipal  or  local  government  and  all  departments,  commissions,
          boards,  bureaus, and offices thereof having or claiming  jurisdiction
          over the Building.

               "Landlord's  Statement" shall mean written  statements  issued by
          the Landlord from time to time  containing  computations of Additional
          Rent due pursuant to the provisions of this Article 4.

               "Landlord's  Tax Statement"  shall have the meaning given to such
          term in Section 4.3(b) hereof.

               "Monthly Tax Payment"  shall have the meaning  given to such term
          in Section 4.3(c) hereof.

               "Operational  Year" shall mean each period of twelve  consecutive
          months after the Base Operating Expense Year.

               "Projected  Taxes"  shall have the meaning  given to such term in
          Section 4.3(b) hereof.

               "Taxes" shall mean all real estate taxes, assessments, special or
          otherwise (but not including added or omitted assessments  relating to
          periods  prior to the  Commencement  Date),  sewer  rents,  rates  and
          charges,  water  rents,  rates and  charges,  or any other charge of a
          Government  Authority of a similar or dissimilar  nature, of any kind,
          which may be levied or assessed  upon or with respect to the Building,
          or any part thereof, or on the appurtenances,  sidewalks,  streets and
          roads  adjacent  to the  Building or on any use or  occupation  of the
          Building  and  all  taxes  or  charges  levied  on the  Fixed  Rent or
          Additional  Rent or the gross  receipts from the Building which are in
          lieu of or substitute  for, any other tax or assessment or charge upon
          or with respect to the  Building.  For purposes of  determining  Taxes
          incurred in any Tax Year, all  assessments  and other similar  charges
          shall be  deemed to be paid by  Landlord  over the  maximum  number of
          installments  permitted,  except  that Tenant  shall pay all  interest
          charges  incurred by virtue of any installment  payments.  Taxes shall
          not be deemed to include:

               (a)   franchise or similar taxes of Landlord;

               (b)   income,  excess  profits  or other  taxes,  if any,  of
                     Landlord,   except  to  the   extent   such  taxes  are
                     expressly  in lieu  of or a  substitute  for any  other
                     tax,  assessment  or charge upon the  Building,  which,
                     if  such  other  tax,  assessment  or  charge  were  in
                     effect,   would  be  payable  by  Tenant  as   provided
                     herein,  in which  event such taxes  shall be  computed
                     as  if  the   Building   were  the  only   property  of
                     Landlord,  and the Fixed and Additional  Rent hereunder
                     the only income of Landlord; and

               (c)   any penalty or interest for late payment of Taxes.

               "Tax  Year"  shall  mean the  period of twelve  (12)  consecutive
          months commencing on January 1st of each year after the Base Tax Year.

               "Tenant's  Proportionate Share" shall be equal to a fraction, the
          numerator  of which is the gross rentable square feet for the Premises
          and the denominator of which is equal to the gross rentable square 
          feet of the Building.  In calculating  Tenant's  proportionate  share,
          all  basement  space  shall be excluded.

          4.3. (a) If Taxes payable in any Tax Year falling  wholly or partially
within  the Term  shall be  greater  than the Base  Taxes,  Tenant  shall pay to
Landlord,  as Additional  Rent,  Tenant's  Proportionate  Share of the amount by
which the Taxes for such Tax Year exceed the Base Taxes ("Excess Taxes").

               (b) As soon as practicable,  Landlord shall determine or estimate
the Excess Taxes, if any, for each Tax Year and shall submit such information to
Tenant in a written statement ("Landlord's Tax Statement").

               (c)  Commencing  on the  first day of each Tax Year or, if later,
the  first  day  of  the  month  immediately  following  the  submission  of any
Landlord's Tax Statement and continuing  thereafter  until Landlord  renders the
next  Landlord's Tax  Statement,  Tenant shall pay to Landlord on account of its
obligation  under Section 4.3(a) hereof, a sum (the "Monthly Tax Payment") equal
to one-twelfth  (1/12) of Tenant's  Proportionate  Share of the Excess Taxes for
such Tax Year.  Tenant's  first  Monthly Tax Payment after receipt of Landlord's
Tax  Statement  shall be  accompanied  by the payment of an amount  equal to the
product of the number of full  months,  if any,  within the Tax Year which shall
have  elapsed  prior to such first  Monthly Tax  Payment,  times the Monthly Tax
Payment,  minus any  Additional  Rent  already  paid by Tenant on account of its
obligation under this Section 4.3 for such Tax Year.

               (d) Each  Landlord's Tax Statement  shall  reconcile the payments
made by Tenant pursuant to the preceding  Landlord's Tax Statement with Tenant's
Proportionate  Share of the actual Excess Taxes  imposed for the period  covered
thereby.  Any balance due to Landlord shall be paid by Tenant within thirty (30)
days after  Tenant's  receipt of Landlord's  Tax  Statement:  any surplus due to
Tenant  shall  be  applied  by  Landlord   against  the  next  accruing  monthly
installment(s)  of  Additional  Rent.  If the  Term  has  expired  or  has  been
terminated,  Tenant  shall pay the balance due to  Landlord  or,  alternatively,
Landlord  shall refund the surplus to Tenant,  whichever the case may be, within
thirty (30) days after Tenant's  receipt of Landlord's Tax Statement;  provided,
however,  if the Term  shall  have been  terminated  as a result of a default by
Tenant,  then Landlord shall have the right to retain such surplus to the extent
Tenant owes Landlord any Fixed Rent or Additional Rent.

          4.4. (a) If Landlord shall receive any refund of Taxes in respect of a
Tax Year and if Tenant shall have paid  Additional  Rent based on the Taxes paid
prior to the refund,  Landlord  shall deduct from such tax refund any  expenses,
including,  but not limited to, attorney's fees and appraisal fees,  incurred in
obtaining such tax refund,  and out of the remaining balance of such tax refund,
Landlord shall credit  Tenant's  Proportionate  Share of such refund against the
next accruing monthly installments of Additional Rent, or if the Term shall have
expired, Tenant's Proportionate Share of such refund shall be refunded to Tenant
within thirty (30) days after receipt thereof by Landlord; provided, however, if
the Term shall have expired as a result of a default by Tenant,  Landlord  shall
have the  right to  retain  Tenant's  Proportionate  Share of the  refund to the
extent Tenant owes Landlord any Fixed Rent or Additional Rent.

               (b)  Notwithstanding  anything to the contrary  contained in this
Lease,  Tenant shall not have the right to contest or appeal the validity of any
Taxes or the amount of the assessed  valuation of the Building without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.

               (c) While proceedings for the reduction in assessed valuation for
any Tax Year is pending,  the computation and payment of Tenant's  Proportionate
Share of Excess  Taxes  shall be based upon the  original  assessments  for such
year.

               (d) Tenant shall also pay to Landlord,  as Additional  Rent, upon
demand,  the  amount  of all  increases  in  Taxes  and/or  all  assessments  or
impositions made, levied or assessed against or imposed upon the Building or any
part thereof which are attributable to additions or improvements in, on or about
the Premises  made by or on behalf of Tenant or which in whole or in part belong
to Tenant, subsequent to the Commencement Date.

          4.5. [INTENTIONALLY DELETED]

          4.5A.  (a) If  Operating  Expenses  payable  in any  Operational  Year
falling  wholly or  partially  within the Term  shall be  greater  than the Base
Operational Expenses, Tenant shall pay to Landlord, as Additional Rent, Tenant's
Proportionate  Share of the  amount by which  the  Operating  Expenses  for such
Operational Year exceed the Base Operating Expenses ("Excess Expenses").

               (b) As soon as practicable, Landlord shall estimate the Operating
Expenses  and Excess  Expenses for each  Operational  Year and shall submit such
information to Tenant in a written statement ("Landlord's Statement");  provided
that the  estimate  of  operating  expenses  shall  not be more than 110% of the
Operating Expenses actually incurred in the prior Operational Year.

               (c) Commencing on the first day of each  Operational  Year or, if
later,  the first day of the month  immediately  following the submission of any
Landlord's  Statement and continuing  thereafter until Landlord renders the next
Landlord's Statement,  Tenant shall pay to Landlord on account of its obligation
under Section  4.5(A) hereof,  a sum (the "Monthly  Expense  Payment")  equal to
one-twelfth  (l/12) of Tenant's  Proportionate  Share of the Excess Expenses for
such Operational  Year.  Tenant's first Monthly Expense Payment after receipt of
Landlord's  Statement  shall be accompanied by the payment of an amount equal to
the product of the number of full months,  if any, within the Expense Year which
shall  have  elapsed  prior to such first  Monthly  Expense  Payment,  times the
Monthly  Expense  Payment,  minus any Additional  Rent already paid by Tenant on
account of its obligation under this Section 4.5 A for such Expense Year.

               (d) Each  Landlord's  Statement shall reconcile the payments made
by  Tenant  pursuant  to  the  preceding   Landlord's  Statement  with  Tenant's
Proportionate Share of the actual Excess Expenses imposed for the period covered
thereby.  Any balance due to Landlord shall be paid by Tenant within thirty (30)
days after Tenant's receipt of Landlord's  Statement;  any surplus due to Tenant
shall be applied by Landlord against the next accruing monthly installment(s) of
Additional  Rent. If the Term has expired or has been  terminated,  Tenant shall
pay the balance due to Landlord  or,  alternatively,  Landlord  shall refund the
surplus to Tenant,  whichever  the case may be,  within  thirty  (30) days after
Tenant's receipt of Landlord's Statement,  provided,  however, if the Term shall
have been  terminated as a result of a default by Tenant,  then  Landlord  shall
have the right to retain such  surplus to the extent  Tenant owes  Landlord  any
Fixed Rent or Additional Rent.

          4.6. [INTENTIONALLY DELETED]

          4.7. Landlord's failure to render Landlord's Statement with respect to
any  Operational  Year or Tax  Year,  or  Landlord's  delay  in  rendering  said
Statement beyond a date specified herein,  shall not prejudice  Landlord's right
to  render  a  Landlord's  Statement  with  respect  to that  or any  subsequent
Operational  Year or Tax Year. The  obligations of Landlord and Tenant under the
provisions of this Section with respect to any Additional Rent shall survive the
expiration or any sooner termination of the Term.

          4.8. Each  Landlord's  Statement  shall be conclusive and binding upon
the Tenant,  unless Tenant shall notify Landlord,  within thirty (30) days after
receipt of Landlord's Statement,  that it disputes the correctness of Landlord's
Statement,  specifying the respects in which Landlord's  Statement is claimed to
be  incorrect.  Pending  the  adjudication  of such  dispute,  Tenant  shall pay
Additional  Rent equal to the  Additional  Rent payable  pursuant to  Landlord's
Statement in dispute and such payment  shall be without  prejudice to Landlord's
or Tenant's position in any legal proceeding commenced by Landlord or Tenant.

          4.9. [INTENTIONALLY DELETED]

          4.10. Any Additional Rent payable  pursuant to this Article 4 shall be
collectible  by Landlord in the same manner as Fixed Rent,  and  Landlord  shall
have the same  remedies for  non-payment  thereof as Landlord has  hereunder for
non-payment of Fixed Rent.

          4.11.  Any  payments  of  Additional  Rent or  refunds  due to  Tenant
hereunder  for any period of less than a full year, or any  adjustment  required
due to the change in the area of the Premises, shall be equitably prorated.

          4.12. If Tenant shall fail to pay when due, including any grace period
for the purpose hereof,  any  installment of Fixed Rent or any Additional  Rent,
Tenant shall pay interest thereon at the interest rate,  provided for in Section
21 hereof,  from the date when such installment or payment shall have become due
to the date of the payment  thereof,  together with a late charge equal to three
percent (3%) of the sum unpaid,  which  interest and late charge shall be deemed
Additional Rent.

          4.13.  Tenant  shall pay (a)  Tenant's  electricity  which is directly
metered,  (b) all  actual  costs of  electric  for  overtime  HVAC costs and (c)
Tenant's Proportionate Share of any increase over base in Common Area electrical
charges to the extent payable as part of Monthly Expense Payments.

          4.14. In no event shall any  adjustment in Tenant's  obligation to pay
Additional  Rent  under this  Article 4 result in a  decrease  in the Fixed Rent
payable  hereunder;  however,  any  decrease  below  the  base  year in Taxes or
Operating Expenses or decrease in Tenant's  Proportionate  Share shall be passed
on to  Tenant.  Tenant's  obligation  to pay  Additional  Rent,  and  Landlord's
obligation  to credit  and/or  refund  to Tenant  any  amount,  pursuant  to the
provisions of this Article 4, shall survive the Termination Date.

          5. Electricity.

          5.1. [INTENTIONALLY DELETED]

          5.2. Landlord shall cause the electric power supply to the Premises to
be separately metered,  excluding HVAC and other building systems. Tenant shall,
however,  continue to be liable to the extent payable as part of Monthly Expense
Payments for  Tenant's  Proportionate  Share of any increase  over the base year
electrical  expenses  incurred for the operation of any Common  Areas.  Landlord
shall not be liable in any way to Tenant for any failure or defect in the supply
or  character  of  electricity  furnished  to  the  Premises  by  reason  of any
requirement,  act or omission of the public  utility  serving the Building  with
electricity  or for any other reason not  attributable  to Landlord.  Except for
Landlord's  obligations under Article 6 herein, Tenant shall furnish and install
all  lighting  tubes,  lamps and bulbs  required  in the  Premises,  at Tenant's
expenses,  or shall pay Landlord's reasonable charges therefor on demand. Tenant
shall not pay (as part of Operating  Expense Payments or otherwise)  replacement
costs for lighting tubes, lamps and bulbs for other tenants.

          5.3.  Tenant's use of  electricity  in the Premises  shall not, at any
time,  exceed the capacity of any of the electrical  conductors and equipment in
or serving the Premises. Tenant shall not, without Landlord's prior consent make
any  alteration  or addition to the  electrical  systems in the  Premises or the
Building.  All additional  risers or other equipment  required therefor shall be
provided  by  Landlord  and the  cost  thereof  shall  be paid  by  Tenant  upon
Landlord's demand.

          6. Improvements in Preparation for Occupancy.

          6.1.  Landlord  shall  have  final  approval  over  and  cause  to  be
constructed  certain  improvements  to the Premises in preparation  for Tenant's
occupancy (the "Initial  Improvements")  in accordance  with the  specifications
attached hereto as Schedule B and the Plans referred to in Section 6.2. Landlord
will provide an allowance  of $25.00 per rentable  square foot of leased  office
space,  plus  $2.50  per  rentable  square  foot of  leased  office  space  (the
"Allowance")  that  will  be  applied  to  the  Initial   Improvements  and  the
architectural  and  engineering  design  and  plans,   provided  that  necessary
demolition  costs,  the cost of  erecting  demising  walls and  installation  of
separate  metering of electrical  power to the Premises  shall be the Landlord's
responsibility and shall not be applied against the Allowance.  The Tenant shall
prepare  demolition  plans and deliver same with the  construction  drawings and
specifications.  In the event  Tenant's  design and  improvement  costs actually
exceed  $27.50 per  rentable  square  foot,  then  Tenant  may  request up to an
additional  $10.00 per rentable  square foot,  which  additional  funds shall be
provided by Landlord.  Tenant shall repay the additional  funds per square foot,
at a rate of ten percent (10%) interest per year, in equal monthly  installments
with the first monthly installment due within thirty (30) days of the receipt of
the  funds and the last  monthly  installment  due with the rent for month  119,
i.e., the  expiration of the initial Term.  The loan for the  additional  funds,
principal and interest,  shall be fully amortized over the initial Term.  Tenant
shall pay, as  Additional  Rent,  all  expenses  incurred  by Landlord  over the
Allowance resulting from any delay, change order and specifications by Tenant in
connection with the Initial Improvements.

          6.2.  Tenant will prepare and deliver to Landlord the schematic  plans
for the  Premises  (the  "Schematic  Plans")  on or before  September  8,  1993.
Landlord  will  deliver  to  Tenant  written  notice  that it has  approved  the
Schematic Plans within two (2) weeks of receipt of the Schematic  Plans.  Tenant
shall  deliver  construction  drawings  within  six  (6)  weeks  of  receipt  of
Landlord's  approval  of  the  Schematic  Plans.   Landlord's  comments  to  the
construction drawings and specifications shall be provided within seven (7) days
of the delivery of construction  documents.  Thereafter,  Tenant shall have five
(5) days to revise the construction drawings and specifications. Construction of
the Initial  Improvements  shall not commence  until Landlord  delivers  written
notice to Tenant that it has approved the Plans in full. Landlord shall commence
construction  of the Initial  Improvements  upon delivery of final  construction
drawings  consistent with the Schematic Plans and in conformance with acceptable
engineering  standards,  and shall use best  efforts  to  complete  construction
within one hundred twenty (120) days thereafter.  Landlord's allowance shall not
be applied to the  construction  of the demising  walls or the  installation  of
separate  metering  of  electric  power to the  Premises  as those items will be
undertaken by the Landlord.

          6.3. The Premises shall be conclusively  deemed available for Tenant's
occupancy on, and the Commencement Date shall be, January 1, 1994, or such later
date that the following conditions have been met:

          (a)  a temporary  certificate of occupancy  (whether or not subject to
               conditions),  permitting  occupancy  of the  Premises has or have
               been issued by the applicable governmental authority; and

          (b)  the  Initial  Improvements  have  been  substantially   completed
               (excluding any details of construction,  decoration or mechanical
               adjustment which do not materially interfere with Tenant's use of
               such part of the Premises); and

          (c)  five (5) days notice of the occurrence of the events described in
               Subsections (a) and (b) has been given to Tenant; and

          (d)  thirty  (30)  days  after  Tenant  is first  given  access to the
               Premises to install its trade fixtures and other equipment.

          (e)  Subject to Section 6.4, if the  Commencement  Date does not occur
               on or before  June 1, 1994,  Tenant may elect to  terminate  this
               Lease.

          6.4.  Notwithstanding  the  provisions  of Section  6.3, if there is a
delay in the  availability  of the  Premises for  occupancy  due to any default,
delay, change order or omission by Tenant, including without limitation Tenant's
issuance of change orders during the course of construction,  Tenant or Tenant's
agents interfering with Landlord's  performance of the Initial Improvements,  or
building code issues arising from Tenant's requirements, then the Premises shall
be deemed available for occupancy,  and the  Commencement  Date shall be, on the
date when the Premises would otherwise have been available but for such default,
delay, change order or omission.

          6.5. Tenant has inspected the Premises and accepts the same "as is" in
its  present  condition,   subject  to  Landlord's  completion  of  the  Initial
Improvements.  By entering into occupancy of any part of the Premises (excluding
access as contemplated by Section 6.7),  Tenant shall be conclusively  deemed to
have agreed that Landlord,  up to the time of such occupancy,  had performed all
of its obligations  hereunder with respect to such part of the Premises and that
such part,  except for minor details of construction,  decoration and mechanical
adjustment,  was in  satisfactory  condition  as of the date of such  occupancy,
unless within ten (10) days after such date Tenant shall give notice to Landlord
specifying the respects in which the same was not in such condition.

          6.6. If Landlord is delayed in  delivering  possession of the Premises
to Tenant  because  of the fact that a  certificate  of  occupancy  has not been
procured,  or for  any  other  reason,  Landlord  shall  not be  subject  to any
liability  for  damages  for  failure  to give  possession  on said date and the
validity of this Lease shall not be impaired under such circumstances.

          6.7. Prior to the Commencement  Date, Tenant shall be permitted access
to install its Trade Fixtures and other equipment.

          6.8.  Landlord shall cause the Building,  but not the Premises,  to be
delivered and maintained in compliance with the provisions of the Americans with
Disabilities   Act.  Nothing  contained  herein  shall  relieve  Tenant  of  its
obligation,  at Tenant's sole cost and expense, to plan, cause to be constructed
and maintain the Premises in compliance  with Law  (including the Americans with
Disabilities Act of 1991 (the "ADA").

          7. Alterations.

          7.1.  Following  the  Initial  Improvements,   Tenant  shall  make  no
alterations,  installations,  additions,  improvements  or  changes in or to the
Premises  of any  structural  nature  (the  "Subsequent  Improvements")  without
Landlord's  prior  written  consent,  which  consent  shall not be  unreasonably
withheld or delayed.

          7.2. [INTENTIONALLY DELETED]

          7.3. If Tenant  performs any  Subsequent  Improvements,  Tenant shall,
prior to the commencement of construction or demolition,  at its expense, obtain
all building  permits,  approvals and certificates  required by any Governmental
Authority  and upon  completion,  a  certificate  of occupancy and shall deliver
promptly duplicates of all such permits, approvals and certificates to Landlord.
Tenant will cause  Tenant's  contractors  and  subcontractors  to carry workers'
compensation,  general  liability,  auto liability,  property damage  insurance,
naming as additional  insured Landlord,  Landlord's  property  manager,  and any
holder of a Superior  Mortgage,  as  Landlord  may  require.  The limits of such
insurance will not be less than those reasonably required by the Landlord at the
time  demolition  or  construction.  Tenant  agrees to  obtain  and  deliver  to
Landlord,   prior  to  the  commencement  of  any  demolition  or  construction,
certificates of insurance  evidencing the required  coverage.  If any mechanic's
lien is filed  against the  Premises or the  Building,  for work claimed to have
been done for, or materials  furnished to, Tenant,  whether or not done pursuant
to this Article,  the same shall be discharged or bonded by Tenant within thirty
(30) days thereafter, at Tenant's expense.

          7.4. All improvements to the Premises,  including  without  limitation
the Initial Improvements, and all fixtures, panelling,  partitions, railings and
like installations  (excluding movable partitions and Tenant's personal property
and  equipment  but  including  wall-to-wall  carpeting,  drapes  and  fixtures)
installed  in the  Premises  at any time,  either by Tenant,  or by  Landlord on
Tenant's behalf, shall become the property of Landlord and shall remain upon and
be surrendered  with the Premises  unless  Landlord,  by notice to Tenant at the
time of  approval  (to the  extent  approval  is  required  by the terms of this
Lease),  elects to have the same  removed by Tenant,  in which  event,  the same
shall be so  removed  from the  Premises  by Tenant no later than the end of the
Term, at Tenant's expense and Tenant shall  immediately and at its sole expense,
repair and restore the Premises as may be  necessary to maintain its  structural
integrity  following  removal and repair any other damage to the Premises or the
Building  due to  such  removal.  Notwithstanding  the  foregoing,  at the  time
Landlord  approves the Initial  Work,  Landlord  shall inform Tenant what of the
Initial  Improvements  shall be removed at the end of the Term.  Tenant's  trade
fixtures and personal  property may be removed by Tenant at the end of the Term.
All  property  permitted or required by Landlord to be removed from the Premises
at the end of the Term that, nonetheless, remains in the Premises after Tenant's
surrender  thereof  shall be  deemed  abandoned  and  may,  at the  election  of
Landlord,  either be retained as Landlord's  property or may be removed from the
Premises by Landlord at Tenant's expense.

          8. Repairs and Maintenance.

          8.1. Landlord, at its expense, shall keep, maintain and repair in good
condition  the Premises and Building,  both exterior and interior,  its grounds,
fixtures, equipment and systems, except for (i) those repairs which arise out of
the fault or  negligence  of Tenant,  (ii)  those  repairs  for which  Tenant is
responsible  pursuant  to any  provision  of this  Lease,  or (iii)  repairs  to
Tenant's  personal  property;  provided,  however,  that Landlord  shall have no
obligation or liability to perform  repairs until receipt of written notice from
Tenant specifying the repairs required.

          8.2. Tenant shall, throughout the Term, take good care of and maintain
the  Premises and the fixtures  and  appurtenances  therein,  and shall make all
repairs and  replacements,  as and when needed to preserve  the Premises in good
working order and condition.  Landlord,  however,  shall maintain and repair the
existing  HVAC,  exterior  walls and roof and  structural  elements and building
systems.  All  damage  or  injury to the  Premises  or to any other  part of the
Building,  or to its grounds,  fixtures,  equipment,  systems and appurtenances,
whether requiring  structural or nonstructural  repairs,  caused by or resulting
from any carelessness,  act, omission,  negligent or improper conduct of Tenant,
Tenant's servants, employees,  contractors, agents, invitees or licensees, or by
the use or manner of use of the Premises by Tenant or any such person,  shall be
repaired  promptly  by Tenant at its sole cost and  expense,  to the  reasonable
satisfaction  of  Landlord.  Tenant shall also repair all damage to the Building
and to the Premises  caused by the moving of Tenant's  fixtures,  furniture,  or
equipment  into or out of the  Premises or the  installation  thereof.  All such
repairs  shall be of quality  and class equal to the  Initial  Improvements.  If
Tenant fails after ten (10) days'  notice to proceed with due  diligence to make
any  repairs  required  to be made by Tenant  (except in an  emergency,  wherein
Landlord  may proceed  immediately  if Tenant does not  immediately,  proceed to
repair),  such  repairs may be made by the Landlord at the expense of Tenant and
the costs and expenses  thereof  incurred by Landlord  shall be  collectible  as
Additional  Rent on the date on which the next  installment of Fixed Rent is due
hereunder following delivery by Landlord of an invoice therefor.

          8.3.  Landlord  shall deliver the Building's  existing  mechanical and
electrical  systems in good  working  order.  The lobby,  cafeteria,  elevators,
bathrooms and common areas now are being substantially refurbished and this work
will be substantially  completed by the  Commencement  Date in accordance with a
letter from Cushman & Wakefield, dated August 4, 1993, to Landlord.

          8.4.  (a) Subject to the  provisions  of this  paragraph,  Tenant,  at
Tenant's  own  expense,  shall have an  exclusive  option to plan,  propose  and
construct  recreational  facilities on five (5) acres of land, which land may be
presently  improved with parking and landscaping  ("Land") and a basketball hoop
at the  perimeter of the parking lot.  All  expenses  for  planning,  proposing,
constructing, obtaining approvals, maintaining insurance and increased insurance
and taxes and all  actual  operating  expenses,  shall be borne by  Tenant,  but
Tenant shall pay no Fixed Rent.

                (b) Tenant,  at Tenant's  own  expense,  shall have an exclusive
option to plan,  propose  and  construct  a  recreational  facility  within  the
basement,  outside of the 10,000 square feet designated as leased as part of the
initial Premises. All expenses for planning, proposing, constructing,  obtaining
approvals for maintaining insurance and increased insurance, taxes and increased
taxes and all actual operating expenses shall be borne by Tenant.

               (c) In the event a recreational  facility is constructed pursuant
to subparagraphs  8.4[(a)] or (b), Tenant shall make the  recreational  facility
available to all tenants  within the Building for a fee reasonable for Tenant to
defray its capital and operational costs, but not at a profit.

          8.5.  (a) Tenant,  at Tenant's  own  expense,  shall have an exclusive
option to plan, propose and construct a child care facility at a location on the
property ("Location"), which location shall be requested by Tenant and consented
to by Landlord,  such consent not to be  unreasonably  withheld or delayed.  All
expenses for planning, proposing, constructing,  obtaining any and all insurance
and increased  insurance costs to Landlord and any and all increased taxes shall
be paid by Tenant. The Tenant shall have two years from the Commencement Date to
exercise this option.  In the event this option is exercised,  Tenant shall rent
the Location  pursuant to a triple net ground lease,  at an annual fixed rent of
$12.00 per year, payable to Landlord in equal monthly installments.  The term of
this  triple net lease shall  expire as of the same date of this  Lease,  unless
otherwise terminated earlier by the Landlord for cause.

          (b) Subject to space availability, the child care facility also may be
located on the first floor within the Building.  If situated on the first floor,
then Tenant shall pay Rent and Additional  Rent together with all of the expense
itemized in paragraph 8.5(a). At the expiration of the term of the Lease, Tenant
shall restore the space where the child care facility is located to the original
shell condition.

          8.6. In connection  with the exercise of Tenant's rights under Section
8.4 and 8.5,  the parties  recognize  that Tenant shall have the right to reduce
the parking area and spaces  presently  constructed  on the Property,  but in no
event below the minimum zoning  requirements,  and Landlord  agrees to cooperate
with  Tenant's  site plan or other  applications  relating  to such  exercise of
rights.  If the  location  of either  facility is not  acceptable  to any agency
exercising  jurisdiction  over such  application,  then Tenant  shall  request a
separate  location and Landlord shall not unreasonably  withhold or delay giving
consent to the separate  location.  Landlord shall have no right to subdivide or
further  develop the  Property or to take any other  action  which would  either
increase  the  footprint  of the  Building,  increase  the parking  requirements
applicable  to the  Property  or  otherwise  adversely  affect  Tenant's  rights
hereunder.

          9. Utilities and Services.

          9.1. As long as Tenant is not in default under any of the covenants of
this Lease,  Landlord  shall provide:  (a) necessary  elevator  facilities;  (b)
heating,  ventilating and air-conditioning  ("HVAC") to the Premises when and as
required on business days (holidays  excepted) from 8 a.m. to 6 p.m.  (weekdays)
and 8 a.m.  to 1 p.m.  (Saturday);  (c) water  for  ordinary  purposes;  and (d)
cleaning services in accordance with Schedule C hereto,  for the common areas of
the Building,  and the Premises, on business days (holidays excepted),  provided
that the same are kept in order by Tenant.  Special cleaning  services in excess
of those provided by Landlord,  at Tenant's  request,  shall be at Tenant's sole
cost and expense and subject to Landlord's  reasonable approval.  Landlord shall
maintain a guard service from six o'clock p.m. to eleven  o'clock  p.m.,  Monday
through  Friday;  and,  nine o'clock a.m. to four o'clock p.m. on Saturdays  and
Sundays. In addition, Landlord shall maintain a full time building manager and a
full time porter on site five days a week.

          9.2.  Landlord  reserves the right to suspend services of the heating,
elevators,  plumbing,  air  conditioners,  power  systems or  cleaning  or other
services,  when  necessary  by reason of accident or for  repairs,  alterations,
replacements or improvements necessary for as long as may be reasonably required
by  reason  thereof,  or  by  reason  of  strikes,  accidents,  laws,  order  or
regulations  or any other  reason  beyond the control of  Landlord,  and in such
case,  Tenant shall not be entitled to any abatement of rent or any other offset
whatsoever.  Landlord  shall provide  Tenant with advance notice of any proposed
suspension  of  services  and  the  duration  of the  suspension  and  will  use
commercially   reasonable  efforts  to  effect  the  repairs,   alterations  and
replacements.

          9.3.  Tenant may request and Landlord  shall  designate an area on the
Building roof for supplemental  HVAC equipment.  Landlord shall review all plans
and  Landlord's  approval  for all plans shall not be  unreasonably  withheld or
delayed. Tenant shall pay all costs for a supplemental system. At the expiration
of this Lease,  Tenant shall  restore the Building and Premises to the condition
existing prior to any modifications for supplementary HVAC.

          9.4.  Tenant shall request and Landlord shall designate a certain area
within Tenant's basement space for water supply and discharge piping, subject to
Tenant  obtaining  permit.  Tenant  shall  submit to Landlord  all plans for the
piping  for  Landlord's  approval,  which  approval  shall  not be  unreasonably
withheld or delayed.

          9.5.  Landlord  shall permit and use its best efforts to cause a third
party to maintain and operate a commercial food service during regular  business
hours for the  benefit of the  Building's  tenants,  including  Tenant.  Regular
business  hours  shall be deemed 8:00 A.M.  through  3:00 P.M.,  Monday  through
Friday.  In the event that the food  service  provider  ceases  operation,  then
Landlord shall replace the commercial food service within a reasonable period of
time.  In no event,  shall  Landlord  itself  have to maintain or operate a food
service.

          10. Insurance.

          10.1. Tenant shall maintain  commercial  general  liability  insurance
providing  coverage for bodily  injury,  personal  injury,  property  damage and
contractual  liability  with limits of at least S3, 000, 000 per  occurrence and
$5,000,000 annual  aggregate,  or such higher limits as Landlord shall prudently
require, with carriers and in forms reasonably satisfactory to Landlord.

          10.2. If Tenant shall fail to maintain  such  insurance as is required
by this  Article  10,  Landlord  may obtain  such  insurance,  the amount of the
premium or premiums paid by Landlord for such insurance  shall be collectible as
Additional  Rent on the date on which the next  installment of Fixed Rent is due
hereunder following delivery by Landlord of an invoice therefor.

          10.3. All insurance  policies  maintained by Tenant under this Article
10 shall name Landlord, Landlord's property manager and any holder of a Superior
Mortgage as an additional insured.

          10.4. Landlord, at Landlord's cost and expense, will maintain all-risk
property  insurance  in an  amount  not less  than the  replacement  cost of the
Building.

          10.5. Tenant shall carry fire and extended coverage insurance insuring
its interest in Tenant's personal property, including but not limited to, office
furniture,  equipment  and  supplies  therein.  Tenant shall  maintain  Workers'
Compensation  insurance  as  required  by the  State  of New  Jersey  as well as
Employers'  Liability  insurance  with a limit of at least $100,000 per employee
per accident.  Tenant shall maintain workers compensation  insurance as required
by the State of New Jersey as well as Employer's Liability insurance with limits
as required by the Landlord.

          10.6.  Each party hereby waives any rights of action against the other
for loss or damage covered by the property insurance required hereunder and each
party  covenants and agrees with the other that it will obtain a waiver from the
carriers  of  such  property   insurance   policies   releasing  such  carrier's
subrogation  rights as against the Landlord  and/or Tenant,  as the case may be.
Tenant  shall  provide  Landlord  with  Certificates  of  Insurance  which shall
evidence that the insurance required hereunder is in full force and effect, that
such  insurance  will not be  terminated or canceled  without  thirty (30) days'
prior written  notice to Landlord by the carrier of such  insurance and that the
carrier of such  insurance  waives all right of recovery  by way of  subrogation
against the Landlord.  The Certificates  will be delivered prior to occupancy of
the  Premises  and shall  deliver  new  Certificates  showing the renewal of the
coverage at least 10 days prior to the expiration of the existing coverage.

          10.7. Tenant shall not do anything, or suffer or permit anything to be
done in or about the Premises,  the Building or its common areas which shall (a)
subject Landlord to any liability or responsibility  for injury to any person or
property by reason of any activity  being  conducted on the Premises,  (b) cause
any increase in the fire insurance rates applicable to the Building or equipment
or other property located therein,  or (c) be prohibited by any license or other
permit  required  or issued  by  governmental  authority.  Tenant,  at  Tenant's
expense, shall comply with all rules, orders, regulations or requirements of the
National Board of Fire  Underwriters  or any similar body. In the event that any
alteration of the Premises by Tenant, any act or omission of Tenant, or Tenant's
occupancy of the Premises shall cause the rate of fire or other insurance on the
Building or the  Premises to be  increased,  Tenant  shall pay the amount of any
such increase as Additional  Rent on the date on which the next  installment  of
Fixed  Rent is due  hereunder  following  delivery  by  Landlord  of an  invoice
therefor.

          11. Use.

          11.1.   Tenant   shall  use  the   Premises   for  general   business,
professional,  executive,  and administrative  offices,  light manufacturing and
such  activities as are normally  incidental  thereto as allowed under  Tenant's
variance  dated July 14,  1993.  Tenant shall not use the Premises for any other
purpose.

          11.2. Tenant shall not use or occupy, suffer or permit the Premises or
any part  thereof to be used in any manner,  or  anything to be done  therein or
suffer or permit anything to be brought into or kept therein, which would in any
way tend to or: (a) cause  substantial or  objectionable  noise, (b) violate any
laws or requirements of a governmental authority,  (c) make void or voidable any
insurance  policy then in force with respect to the  Building and Common  Areas,
(d) make  unobtainable  from  reputable  insurance  companies  authorized  to do
business in the State of New Jersey at standard  rates any fire  insurance  with
extended coverage, or liability, elevator, boiler or other insurance required to
be furnished by Landlord under the terms of a Superior Mortgage (e) cause, or be
likely  to cause,  physical  damage to the  Building,  Common  Areas or any part
thereof, (f) constitute a public or private nuisance, (g) impair the appearance,
character or  reputation of the Building,  (h)  discharge  objectionable  fumes,
vapors  or  odors  into  the  Building's  air  conditioning  system  or into the
Building's flues or vents or otherwise in such manner as may unreasonable offend
other occupants, or (i) impair or interfere with any of the Building's services,
including  the  furnishing  of  electrical  energy,  or the proper and  economic
cleaning,  air  conditioning or other servicing of the Building or the Premises,
or impair or interfere  with the use of any of the other areas of the  Building,
or occasional  discomfort,  annoyance or inconvenience to Landlord or any of the
other Tenants or occupants of the Building.  The provision of this Section,  and
the application  thereof,  shall not be deemed to be limited in any way to or by
the  provisions  of any other  Section  of this  Article or any of the Rules and
Regulations set forth in Schedule E hereto.

          11.3.  Tenant will not at any time use or occupy,  or suffer or permit
to use or occupy the  Premises in  violation  of any  certificate  of  occupancy
issued for or insurance  policies issued on the Building or any applicable laws,
statutes, rules, ordinances,  orders, regulations of any Governmental Authority,
including,  without  limitation,  any recycling laws or other  environmental  or
conservation laws.

          11.4. Except in accordance with all legal  requirements,  Tenant shall
not store, use, or dispose of any hazardous materials (as defined in ss.1014(14)
of the Comprehensive  Environmental  Response  Compensation and Liability Act of
1980,  as amended  from time to time (42 U.S.C.  ss.  9601 et seq.) or  N.J.A.C.
7:16-1.1),  in, on, under or about the Premises.  Tenant shall,  at Tenant's own
expense, comply with the Industrial Site Recovery Act, N.J.S.A. 13:1k-6 et seq.,
and all other  applicable  federal,  state,  and local  laws,  promulgated  with
respect to  hazardous  substances  and the  regulations  promulgated  thereunder
applicable  to the  Premises and  Tenant's  use  thereof.  Tenant shall  defend,
indemnify and hold harmless  Landlord  from and against all claims,  costs,  and
liabilities,  including  attorneys'  fees,  arising out of or in connection with
Tenant's breach of its obligations under this Section 11.4. Tenant's obligations
under this Section 11.4 shall survive the  expiration or earlier  termination of
this Lease.

          11.5.  Tenant  shall not  place a load upon any floor of the  Premises
that  exceeds  the floor load per square  foot that such floor was  designed  to
carry and which is allowed by certificate,  rule, regulation,  permit or law. If
Tenant wishes to place any safe, heavy machinery, heavy equipment, bulky matters
or fixtures  in the  Premises,  it may do so at its own  expense,  but  Landlord
reserves the right to prescribe their weight and position. Business machines and
mechanical  equipment in the Premises  shall be placed and maintained by Tenant,
at  Tenant's  expense,  in such  manner  as shall be  sufficient  in  Landlord's
judgment to absorb vibration and noise and prevent annoyance or inconvenience to
any other Tenant or occupant of the Building.

          11.6.  Tenant shall have the exclusive use of one secure  loading dock
identified  on Schedule "A".  Said dock shall have a demising  wall.  Tenant may
have partial use of a second loading dock.

          12. Assignment and Subletting.

          12.1. Neither this Lease, nor the term and estate hereby granted,  nor
any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or
otherwise transferred by Tenant, and neither the Premises, nor any part thereof,
shall be  encumbered  in any manner by reason of any act or omission on the part
of Tenant or anyone  claiming under or through Tenant without  Landlord's  prior
written  consent which consent  shall not be  unreasonably  withheld or delayed.
Tenant shall have the right,  with the prior  consent of Landlord  which consent
shall not be unreasonably withheld or delayed, to assign this lease or to sublet
the Premises or any portion thereof provided:

               (a) Tenant  shall  furnish  Landlord  with the name and  business
address of the proposed assignee or subtenant, a copy of the proposed assignment
or  subletting  agreement  which  includes the rental  amounts to be paid by the
subtenant,  and reasonably  satisfactory  information with respect to the nature
and character of the business and financial  condition of the proposed  assignee
or  subtenant.  Any  proposed  assignee or  subtenant  must,  in the  reasonable
judgment of the Landlord, be of a character, engage in a business and maintain a
financial  condition  which is in  keeping  with  the  reasonable  standards  of
Landlord for the Building.

               (b) The  purposes  for which the  proposed  assignee or subtenant
intends to use the Premises are expressly permitted by this Lease;

               (c) No subletting  shall be for a term  (including  renewals,  if
any) ending later than one day prior to the expiration date of this Lease;

               (d) No Event of Default  shall have  occurred and be  continuing,
either at the time that  Landlord's  consent to any  assignment or subletting if
required or on (i) the proposed  effective date of the  assignment,  or (ii) the
date of the commencement of the term of any such assignment or subletting;

               (e)  Tenant  agrees to pay the  Landlord,  in  consideration  for
Landlord's consent to the assignment or subletting,  net of expenses incurred by
Tenant,  fifty percent (50%) of the difference of between the amount Tenant pays
to Landlord pursuant to this Lease with respect to the Premises,  or the portion
thereof sublet or assigned,  and the amount received by Tenant from its assignee
or subtenant with respect thereto;

               (f)  Tenant  agrees  to pay  to  Landlord  an  amount  that  will
reimburse  Landlord for reasonable legal fees actually  incurred by it to engage
outside counsel to assist it in reviewing and approving the proposed  assignment
or subletting, but, in no event, shall reasonable fees exceed $1,000.00; and

               (g) Tenant shall deliver promptly to Landlord an executed copy of
each  assignment  or  subletting  agreement as may be authorized by this Article
upon the execution of any such agreement.

          12.2.  Landlord and Tenant agree that it will not be unreasonable  for
Landlord  to  withhold  its  consent  to any  assignment  or  subletting  if the
assignment  or   subletting   will  increase   Landlord's   financial   risk  or
responsibility  or jeopardize  the  enforceability  of the Lease or restrict its
ability to lease other space in the Building.

          12.3. [INTENTIONALLY DELETED]

          12.4. No assignment,  subletting or occupancy shall be deemed a waiver
of the  provisions  in this  Article  12 or a release  of  Tenant  from the full
performance  by Tenant of all of the terms,  conditions  and  covenants  of this
Lease.  Each assignee  shall assume and be deemed to have assumed this Lease and
shall be and remain liable  jointly and severally with Tenant for the payment of
the Fixed Rent and Additional Rent and for the due performance of all the terms,
covenants,  conditions  and agreements  herein  contained on Tenant's part to be
performed for the Term of this Lease. No merger or business consolidation,  sale
of control or shares or other change of ownership or management shall constitute
an assignment or subleasing hereunder.

          13. Default.

          13.1.  Each of the  following  events  shall  constitute  an "Event of
Default" under this Lease:

               (a) the failure of Tenant to pay an  installment of Fixed Rent or
Additional Rent, or other sum of money whatsoever when due which Tenant shall be
obligated to pay under the provisions of this Lease,  if such failure  continues
for ten (10)  days from the date  Landlord  delivers  to  Tenant  notice of such
failure:

               (b) the  failure of Tenant to perform or observe any of the other
terms,  covenants,  conditions  or  agreements  of this Lease,  if such  failure
continues for thirty (30) days after  delivery by Landlord of written  notice to
Tenant of such failure  (provided,  that in the case of any such  default  which
cannot be cured by the  payment  of money and  cannot  with  diligence  be cured
within said 30-day period,  if Tenant shall  commence  promptly to cure the same
and  thereafter  prosecutes  the curing  thereof  with  diligence  and  provides
Landlord with written evidence  thereof,  the term within which such default may
be cured  shall be  extended  for such period as is  necessary  to complete  the
curing thereof with diligence).

               (c) the levy of any execution or attachment against Tenant or any
of Tenant's  property pursuant to which the Premises may be taken or occupied by
someone other than Tenant;

               (d) if Tenant shall file a voluntary  petition in  bankruptcy  or
insolvency,  or shall be adjudicated a bankrupt or insolvent,  or shall file any
petition  or  answer  seeking  any  reorganization,   arrangement,  composition,
readjustment,  liquidation,  dissolution  or similar relief under the present or
any  future  federal  bankruptcy  act or any other  resent or future  applicable
federal,  state or other  statute or law, or shall make any  assignment  for the
benefit of creditors or shall seek or consent to or acquiesce in the appointment
of any  trustee,  receiver  or  liquidator  of Tenant,  or of all or any part of
Tenant's property and,  provided further,  that within sixty (60) days after the
commencement of any such proceeding  against Tenant,  such proceeding  shall not
have  been  dismissed  or  stayed,  or if,  within  sixty  (60)  days  after the
appointment of any trustee,  receiver or liquidator of Tenant,  or of all or any
part of Tenant's Property,  without the consent or acquiescence of Tenant,  such
appointment  shall not have been  vacated  or  otherwise  discharged,  or if any
execution  or  attachment  shall be issued  against  Tenant  or any of  Tenant's
Property  pursuant to which the Premises shall be taken or occupied or attempted
to be taken or occupied: or

               (e) if any  event  shall  occur or any  contingency  shall  raise
whereby this Lease or the estate hereby granted or the unexpired  balance of the
Term,  would,  by  operation  of law or  otherwise,  devolve upon or pass to any
person,  firm or corporation other than Tenant except as is expressly  permitted
under Article 12; or

               (f) if the Premises  shall become  vacant,  deserted or abandoned
for a period of thirty (30) consecutive days; or

               (g) if Tenant  shall  assign this Lease or sublet the Premises in
violation of the terms and provisions of Article 12 hereof.

          13.2. In the event Tenant becomes a debtor in a case pending under the
Bankruptcy Code (11 U.S.C. Section 101 et. seq.),  Landlord's right to terminate
this Lease shall be subject to the right of the trustee in bankruptcy, or debtor
in possession, as the case may be, to assume or assign this Lease. To the extent
permitted  or allowed by law,  the trustee or debtor shall not have the right to
assume or assign this Lease,  until the trustee or debtor (i) promptly cures all
defaults  under the lease,  (ii)  promptly  compensates  Landlord  for  monetary
damages  incurred  as a result of such  default,  and (iii)  provides  "adequate
assurance  of future  performance",  which shall mean,  in addition to any other
requirements of 11 U.S.C. Section 365(b)(3), that all of the following have been
satisfied:  (a) in  addition  to rent  payable  under the Lease,  the trustee or
debtor shall establish with Landlord a security deposit equal to three months of
Fixed Rent;  (b) maintain  said security  deposit in said amount  whenever it is
drawn upon by  Landlord  after a default by Tenant;  (c)  trustee or debtor must
agree that Tenant's business shall be conducted in a first class manner; and (d)
the  use of the  Premises  shall  not  change.  If all  the  foregoing  are  not
satisfied,  Tenant shall be deemed not to have  provided  Landlord with adequate
assurance of future performance of this Lease.

          14. Remedies of Landlord.

          14.1. If at any time during the term of this Lease, one or more Events
of Default shall have occurred and shall not have been  remedied,  then,  and in
any such case, Landlord, at Landlord's option, may elect to:

               (a)  terminate  this  Lease  at any  time  by  giving  notice  of
termination to Tenant,  and the term hereof shall expire by limitation  upon the
date  prescribed in such notice as fully and completely as if said date were the
date herein  originally  fixed for the  expiration of the Term, and Tenant shall
thereupon quit and peacefully surrender the Premises to Landlord without payment
therefor by Landlord:

               (b)  re-enter the  Premises,  and remove all persons and property
therefrom, either by summary proceedings or by any suitable action or proceeding
at law; and/or

               (c) commence  summary  dispossess  and/or  ejectment  proceedings
based on Tenant's failure to pay rent.

          14.2. In the event of the  termination of this Lease, or of reentry by
summary  proceedings,  ejectment or by any suitable action or proceeding at law,
or by agreement, or by force or otherwise, by reason of default hereunder on the
part of Tenant or Tenant's  abandonment of the Premises,  the  prevailing  party
shall pay  reasonable  attorneys'  fees and  costs.  Landlord's  damages  at the
election of Landlord, are either:

               (a) sums equal to the Fixed Rent and the Additional  Rent payable
hereunder  which  would  have  been  payable  by  Tenant  had this  Lease not so
terminated,  or had Landlord not so reentered the Premises,  payable monthly, in
advance,  but otherwise upon the terms therefor  specified herein following such
termination  or such  reentry and until the  conclusion  of the Term,  provided,
however,  that if Landlord  shall re-let the Premises or any portion or portions
thereof  during said period,  Landlord  shall  credit  Tenant with the net rents
received by Landlord  from such  re-letting,  such net rents to be determined by
first  deducting from the gross rents as and when received by Landlord from such
reletting,  the reasonable  expenses incurred or paid by Landlord in terminating
the Lease or in reentering the Premises,  including reasonable  attorneys' fees,
and in  securing  possession  thereof,  as well as the  reasonable  expenses  of
reletting,  including  altering  and  preparing  the  Premises or any portion or
portions thereof for new Tenants,  brokers'  commissions,  advertising expenses,
and all other expenses properly  chargeable  against the Premises and the rental
therefrom;  it being  understood  that any such  re-letting  may be for a period
shorter or longer than the remaining  term of this Lease,  but in no event shall
Tenant be entitled to receive any excess of such net rents over the sums payable
by Tenant to Landlord  hereunder,  nor shall  Tenant be entitled in any suit for
the collection of damages  pursuant to this subsection to a credit in respect of
any rents from a  reletting,  except to the extent that such rents are  actually
received by Landlord.  Landlord shall make  commercially  reasonable  efforts to
mitigate  damages.  If the  Premises  or any part  thereof  should  be re-let in
combination  with other space or for greater than the balance of the Term,  then
proper  apportionment shall be made of the rent received from such reletting and
of the  expenses  of  re-letting,  and  Landlord  shall  have the right to grant
reasonable rent concessions to attract one or more new Tenants and to permit the
term of any new lease  covering  part or all of the Premises to be for a shorter
or longer period than provided for herein; or

               (b) on  demand,  a  liquidated  sum  which  at the  time  of such
termination of this Lease or at the time of any such reentry by Landlord, as the
case may be, represents the present value, discounted by the prime rate of Chase
Manhattan  Bank then in effect,  of the excess of (i) the aggregate of the Fixed
Rent and the Additional Rent payable  hereunder which would have been payable by
Tenant (conclusively presuming the Additional Rent to be the same as was payable
for the year immediately  proceeding such termination) for the period commencing
with such earlier  termination of this Lease or the date of such reentry, as the
case may be, and ending with the  conclusion of the Term,  had this Lease not so
terminated or had Landlord not so reentered  the Premises,  over (ii) the rental
value (calculated as of the date of such termination or reentry) of the Premises
for the same period.

          14.3.  If the  Premises or any part  thereof be re-let by Landlord for
the unexpired  portion of the Term of this Lease,  or any part  thereof,  before
presentation of proof of such damages to any court,  commission or tribunal, the
amount of rent reserved upon such re-letting  shall,  prima facie, be the rental
value, for purposes of Section 14.2(b),  for the Premises,  or part thereof,  so
re-let during the term of the  re-letting.  Landlord shall in no event and in no
way be  responsible or liable for any failure to re-let the Premises or any part
thereof or for failure to collect any rent due upon any such re-letting.

          14.4.  In the event  Landlord  elects to collect  damages  from Tenant
under Section 14.2(a), at any time subsequent to such election and upon ten (10)
days prior  written  notice to Tenant,  Landlord may elect to collect a lump sum
under Section  14.2(b),  crediting Tenant with amounts  theretofore  received by
Landlord as damages.

          14.5.  The foregoing  Sections of this Article shall also apply if the
default by Tenant has occurred  prior to the  Commencement  Date and/or prior to
Tenant taking possession of the Premises.

          14.6. Landlord, in putting the Premises in good order or preparing the
same for re-rental may, at Landlord's  option,  make such alterations,  repairs,
replacements,  and  decorations  in the  Premises  as  Landlord,  in  Landlord's
reasonable  judgment,  considers  advisable  and  necessary  for the  purpose of
re-Letting  the  Premises,   and  the  making  of  such  alterations,   repairs,
replacements,  and  decorations  shall not  operate or be  construed  to release
Tenant from liability hereunder as aforesaid.

          14.7.  Mention  in this  Lease  of any  particular  remedy  shall  not
preclude Landlord or Tenant from any other remedy, in law or in equity.

          15. Destruction, Fire or other Casualty.

          15.1. If the Building,  Premises or any improvement therein, excepting
all items which Tenant is  obligated to insure  pursuant to Section 10.2 of this
Lease,  now or  hereafter  erected in or upon the  Building  shall be damaged or
destroyed, by fire, storm, earthquake or other casualty, then, Tenant shall give
prompt notice  thereof to Landlord and Landlord  shall,  at Landlord's  cost and
expense  proceed with reasonable  diligence to conduct any necessary  demolition
and to repair and restore the Building or such improvements.

          15.2.  Landlord  shall have no  obligation to repair or replace any of
Tenant's furniture,  equipment or supplies destroyed by fire, storm, earthquake,
water or other casualty.

          15.3.  If (a) more than fifty (50%) percent of the Premises is damaged
or  destroyed or (b) the Building is damaged or destroyed to the extent that the
Premises or access thereto cannot, with reasonable diligence,  be fully repaired
or restored by Landlord  with one hundred  eighty  (180) days after the date the
damage or destruction,  notwithstanding  the fact that the Premises may have not
been  damaged or  destroyed,  or (c)  Landlord  elects to demolish  the Building
following a substantial  casualty,  either party may terminate  this Lease.  The
terminating party shall notify the other party of its determination, in writing,
within  sixty  (60) days  after the date of the  damage or  destruction.  If the
Premises can be fully  repaired or restored  within the one hundred eighty (180)
day period,  or if such repair or restoration  cannot be made within said period
but  neither  party does not elect to  terminate  this  Lease,  this Lease shall
remain in full  force and  effect,  and  Landlord  shall  diligently  repair and
restore the damage as soon as reasonably possible,  subject to the provisions of
Section 15.2 herein.

          15.4. If the Premises are partially  destroyed or damaged and Landlord
repairs or restores them pursuant to the  provisions of this Article,  the Fixed
Rent and  Additional  Rent payable  hereunder  for the period  during which such
damage,  repair or  restoration  continues  shall be abated in proportion to the
degree  to  which  Tenant's  reasonable  use of the  Premises  is  substantially
impaired.  Except for  abatement,  if any,  of Fixed Rent and  Additional  Rent,
Tenant shall have no claim against  Landlord for any damages  suffered by reason
of any such damage, destruction, repair or restoration.

          16. Condemnation.

          16.1. If the Building or such part thereof as will render the Premises
unsuitable  for Tenant's  reasonable  use shall be acquired or condemned for any
public or  quasi-public  use or purpose,  this Lease shall end as of the date of
the vesting of title in the condemning authority.

          16.2. In the event of any such  acquisition or  condemnation of all or
any part of the Premises, Landlord shall be entitled to receive the entire award
for any such  acquisition  or  condemnation.  Tenant shall have no claim against
Landlord or the condemning  authority for the value of any unexpired  portion of
the Term and Tenant hereby expressly assigns to Landlord all of its right, title
and  interest in and to any such  award,  and also agrees to execute any and all
further  documents  that may be required in order to facilitate  the  collection
thereof by Landlord.  Nothing contained herein shall be deemed to prevent Tenant
from  making a separate  claim in any  condemnation  proceedings  for any moving
expenses, for the value of any Tenant's property which would be removable at the
end of the Term  pursuant to the  provisions  of this Lease or for other damages
which do not detract from or reduce Landlord's share of the award.

          17. Subordination.

          17.1.  This Lease and the term and estate hereby granted are and shall
be subject and  subordinate to the lien of each mortgage which may now or at any
time hereafter affect all or any portion of the Premises or Landlord's  interest
therein and to all ground leases which may now or at any time  hereafter  affect
all or any portion of the  Premises  (any such  mortgage  or ground  lease being
herein  called  a  "Superior  Mortgage")  and  each and  every  advance  made or
hereafter  to  be  made  under  a  Superior   Mortgage  and  to  all   renewals,
modifications,   replacements,   substitutions  and  extensions  of  a  Superior
Mortgage.  The foregoing  provisions for the subordination of this Lease and the
term and estate  hereby  granted to the holder of a Superior  Mortgage  shall be
self-operative  and no further  instrument  shall be required to effect any such
subordination;  provided,  however,  at any time and from time to time, upon not
less  than ten (10)  days'  prior  notice by  Landlord,  Tenant  shall  execute,
acknowledge and deliver to Landlord any and all reasonable  instruments that may
be  necessary or proper to effect such  subordination  or to confirm or evidence
the same.

          17.2. If all or any portion of Landlord's estate in the Premises shall
be sold or conveyed to any person,  firm or corporation upon the exercise of any
remedy provided for in any Superior  Mortgage or by law or equity,  such person,
firm or corporation and each person, firm or corporation  thereafter  succeeding
to its interest in the  Premises (a) shall not be bound by any payment  prior to
such sale or conveyance  of Fixed Rent,  Additional  Rent or other  payments for
more than one month in advance (except prepayments in the nature of security for
the performance by Tenant of its obligations hereunder), and (b) shall be liable
for the keeping, observance and performance of the other covenants,  agreements,
terms,  provisions and conditions to be kept, observed and performed by Landlord
under this Lease.

          17.3. In the event of an act or omission by Landlord  which would give
Tenant  the  right to  terminate  this  Lease or to  claim a  partial,  total or
constructive  eviction,  Tenant  will not  exercise  any such right until it has
given written notice of such act or omission, or, in the case of the Premises or
any part  thereof  becoming  untenantable  as the result of damage  from fire or
other casualty,  written notice of the occurrence of such damage,  to the holder
of any  Superior  Mortgage  whose name and address  shall  previously  have been
furnished to Tenant in writing,  by delivering such notice of such act, omission
or damage  addressed to such holder at said address or if such holder  hereafter
furnishes  another  address  to Tenant in  writing  at the last  address of such
holder so furnished to Tenant,  and, unless otherwise  provided herein,  until a
reasonable  period for remedying such act, omission or damage shall have elapsed
following such giving of such notice,  provided any such holder, with reasonable
diligence,  shall,  following  the giving of such notice,  promptly (a) state in
writing its  intention  to remedy such act,  omission or damage and (b) commence
and  continue to remedy such act,  omission or damage or to cause the same to be
remedied.

          17.4. If, in connection  with obtaining  financing for the Premises or
refinancing any Superior Mortgage,  the prospective  lender requests  reasonable
modifications  to this  Lease as a  condition  precedent  to such  financing  or
refinancing,  then  Tenant  hereby  covenants  and  agrees  not to  unreasonably
withhold,  delay or condition its consent to such  modifications,  provided such
modifications  do not increase the Fixed Rent or Additional  Rent, do not reduce
the length of the Term, do not  materially  and  adversely  affect the leasehold
interest  created  by this Lease or the  rights of Tenant  hereunder  and do not
materially  and adversely  affect the manner in which  Tenant's  operations  are
conducted at the Premises.

          18. Indemnification and Hold Harmless.

          18.1.  Tenant on behalf of itself and any party holding by, through or
under  Tenant,  agrees to  indemnify  and hold  harmless  Landlord,  its agents,
contractors, employees, in the following manner:

               (a) against  any default  under this Lease by Tenant or any party
holding by,  through or under Tenant for any direct  damages,  costs,  claims or
liabilities,  including reasonable attorneys' fees, sustained by Landlord or any
party holding by, through or under Landlord as a result of such default;

               (b) against any and all claims,  damages, losses and liabilities,
including reasonable  attorneys' fees, whatsoever their nature, cause or origin,
excluding,  however, loss of profit, special, indirect or consequential damages,
attributable in any manner to the omission,  fault,  willful act,  negligence or
other misconduct of Tenant,  its agents,  contractors,  employees,  licensees or
invitees  arising out of the use and  occupancy of the  Premises by Tenant,  its
agents, contractors, employees, licensees or invitees; and

               (c)  against  any and all  damage or injury to the  Premises,  to
Tenant, its agents, contractors, employees, licensees, or invitees except to the
extent same is attributable to the omission,  fault,  willful act, negligence or
other misconduct of Landlord, its agents, contractors,  employees,  licensees or
invitees.

               (d) The Tenant hereby absolutely and unconditionally indemnifies,
defends and holds the  Landlord  free and  harmless of, from and against any and
all claims, costs, expenses,  liabilities,  losses, liens,  encumbrances,  fees,
damages, judgments,  penalties, causes of action and other charges of whatsoever
kind of nature (including, without limitation, attorneys' fees and disbursements
and the fees and  expenses of any  environmental  and  analytical  laboratories,
consultants and engineers)  suffered or incurred by the Landlord,  including the
cost  of any  required  or  necessary  repair,  removal,  remediation,  cleanup,
detoxification and any action required, necessary or otherwise taken prior to or
following  a transfer  of title to the  Premises  or any  portion  thereof,  and
arising, from (i) the violation of any of the Environmental Laws (as hereinafter
defined) by Tenant,  as same shall affect all or any part of the Premises,  (ii)
the release by Tenant of any Hazardous  Materials (as  hereinafter  defined) in,
on, under, the Premises or any part thereof and (iii) any Hazardous Activity (as
hereinafter defined) by Tenant at or in connection with the Premises or any part
thereof.   The   obligations  or  the  Tenant  referred  to  in  this  Paragraph
[(collectively,  the "Toxic Waste Obligations"]  shall continue  notwithstanding
the satisfaction, discharge, release, termination or cancellation of the Lease.

               (e) The Tenants covenant and agree that the Premises shall at all
times  hereafter be  maintained,  occupied,  operated and  maintained  in strict
compliance  with all of the  Environmental  Laws.  The Tenant shall at all times
maintain in full force and effect all necessary permits, licenses, approvals and
other authorizations  required under the Environmental Laws for the Premises and
the use or intended use thereof.  The Tenant shall  provide the Landlord  with a
copy of any request for  information  or any  inspection  of the Premises by any
governmental  authority  with  respect to any  Hazardous  Materials or Hazardous
Activity and a copy of any response to each such request or  inspection  and any
written  notice of any  pending  or  threatened  proceeding,  advice or  inquiry
concerning the Premises (or any portion  thereof) which relates to any Hazardous
Materials,  Hazardous  Activity,  or pollution or protection of the environment,
promptly after delivery thereof. The Tenant shall,  promptly upon gaining notice
thereof,  notify the Landlord in writing of any  release,  discharge or spill of
any Hazardous  Materials in, on, under or about the Premises or the existence of
any Hazardous Materials emanating from or passing through the Premises.

               (f) For  purposes of this Article 18, the  following  terms shall
have the following meanings:

                    (i)  "Environmental  Laws" shall mean all present and future
          federal, state and local environmental, health and safety laws, rules,
          statutes,  directives,  binding  interpretations,   binding  policies,
          ordinances and regulations now or hereafter in effect and as same have
          been or may hereafter be amended, modified or supplemented,  from time
          to   time,   including,    without   limitation,   the   Comprehensive
          Environmental  Response,  Compensation  and  Liability Act of 1980 (42
          U.S.C.  ss.9601,  et seq.),  the  Hazardous  Materials  Transportation
          Control  Act of  1970  (49  U.S.C.  ss.1802  et  seq.),  the  Resource
          Conservation and Recovery Act of 1976 (42 U.S.C. ss.6901 et seq.), the
          Water  Pollution  Control  Act (33 U.S.C.  ss.1251 et seq.),  the Safe
          Drinking Water Act (42 U.S.C.  ss.300h et seq.), the Clean Air Act (42
          U.S.C.  ss.1857  et seq.),  the Solid  Waste  Disposal  Act (42 U.S.C.
          ss.6901 et seq.), the Toxic Substances Control Act (15 U.S.C.  ss.2601
          et seq.), the Emergency  Planning and Community  Right-to-Know  Act of
          1986 (42  U.S.C.  ss.11001  et seq.),  the Radon  Gas and  Indoor  Air
          Quality  Research Act of 1986 (42 U.S.C.  ss.7401 note, et seq.),  the
          Superfund  Amendments  and  Reauthorization  Act of  1986  (42  U.S.C.
          ss.9601 et seq.), and the counterparts of such statute.  as enacted by
          state and local governments with jurisdiction over the Premises or the
          Tenants or any principal, partner, shareholder, officer or director of
          the Tenants,  and any and all rules and regulations  promulgated under
          any and all of the aforementioned  laws, including but not limited to,
          the Industrial  Site Recovery Act (N.J.S.A.  13:1K-6 et. seq.) and the
          New Jersey Spill Act (N.J.S.A. 58:10-23.11 et. seq.)

                    (ii) "Hazardous  Materials"  mean any substances  defined or
          identified  as  "hazardous  substances",  "hazardous  wastes",  "toxic
          wastes",   "toxic   substances"   or   "pollutants"   in  any  of  the
          Environmental  Laws,  including,   without  limitation,   asbestos  or
          asbestos-containing  materials,  polychlorinated  biphenyls, fuel oil,
          petroleum,   hazardous   waste  and  any  other   hazardous  or  toxic
          substances, contaminants, materials or pollutants.

                    (iii)   "Hazardous   Activity"   shall  mean  the  disposal,
          generation,   handling,   manufacturing,    processing,    production,
          refinement, storage, transfer,  transportation and/or use of Hazardous
          Materials  in, on,  under or about the Premises or any part thereof in
          violation of any Environmental Law.

          19. Landlord's Obligations.

          19.1.  Except as  otherwise  provided  in this Lease,  Landlord  shall
operate  and  maintain  the  Building  and its  grounds,  exclusive  of Tenant's
recreational  areas,  in first class condition and agrees to keep in good order,
condition and repair the roof, Common Areas, exterior walls and structure of the
Building and its grounds  (including  all  plumbing,  mechanical  and electrical
systems), all insofar as they affect the Premises, except that Landlord shall in
no event be  responsible  to  Tenant  for any  condition  in the  Premises,  the
grounds, or the Building caused by any act or neglect of Tenant, its invitees or
contractors.  Landlord  shall not be  responsible  to make any  improvements  or
repairs to the  Building or the grounds  other than as provided in this  Section
unless expressly provided otherwise in this Lease.

          19.2.  Landlord shall not be liable to Tenant for any  compensation or
reduction  of Fixed  Rent or  Additional  Rent by  reason  of  inconvenience  or
annoyance or for loss of business  arising from the necessity of Landlord or its
agents  entering the Premises for any of the purposes in this Lease  authorized,
or for repairing  the Premises or any portion of the Building.  In case Landlord
is prevented or delayed from making any repairs, alterations or improvements, or
furnishing any services or performing any other covenant or duty to be performed
on Landlord's  part, by reason of an  Unavoidable  Delay,  as defined in Section
38.2,  Landlord  shall not be liable to  Tenant  therefor,  nor shall  Tenant be
entitled to any  abatement  or reduction  of rent by reason  thereof  unless and
until Tenant's  occupancy is thus  substantially  impaired for a period of sixty
(60) days,  nor shall the same give rise to a claim in Tenant's  favor that such
failure constitutes actual or constructive,  total or partial, eviction from the
Premises.  If Tenant's  occupancy  is  substantially  impaired for more than one
hundred and eighty (180) days, then Tenant may elect to terminate this Lease.

          19.3.  Landlord  represents  that,  except in accordance  with law, no
Hazardous  Materials or waste has been used,  treated or stored on the Premises.
In addition,  Landlord  represents and covenants that prior to the  Commencement
Date of this Lease, no hazardous material has been or will be disposed of on the
Premises.  Landlord  hereby agrees to indemnify and hold harmless Tenant and its
shareholders,  directors,  officers and  employees  from and against any and all
claims,  damages,  losses and liabilities,  including reasonable attorneys fees,
attributable  to Hazardous  Materials on the real property on which the Building
is located which are present on or prior to the Commencement Date.

          19.4.  Landlord  or its agents  shall not be liable for any loss of or
damage to any  property  of Tenant  by  theft,  nor for any  injury or damage to
persons or property  resulting  from any cause of whatsoever  nature:  nor shall
Landlord or its agents be liable for any such damage  caused by other Tenants of
the Building or persons,  in, upon or about the Premises or caused by operations
in construction of any private, public or quasi-public work. The foregoing shall
not limit Landlord's obligations as set forth herein, including to provide quiet
enjoyment, to fund improvements,  to provide environmental indemnity and to make
common area and system improvements.

          20. Cumulative Remedies.

          20.1.  The rights  given to  Landlord  herein are in  addition  to any
rights that may be given to Landlord by any statute or otherwise.

          21. Advances by Landlord.

          21.1. If Tenant shall fail to perform any term,  covenant or agreement
contained  herein to be  performed  by Tenant,  upon  thirty  (30) days  advance
written  notice to Tenant,  Landlord  may elect to make  advances to perform the
same or to cause the same to be performed,  in which event Tenant,  shall pay to
Landlord all such sums reasonably  advanced by Landlord,  as Additional Rent, on
the date on which the next installment of Fixed Rent is due hereunder  following
delivery by Landlord of an invoice therefor. All such sums advanced by Landlord,
shall accrue interest commencing on the date of Landlord's advance at the higher
of 12% per annum, or the then prime rate of the Chase Manhattan Bank,  N.A., but
in no event higher than the highest  rate of interest  permitted by law computed
from  the  date of each  advance  to the date  such  sums are paid to  Landlord.
Anything  to the  contrary  herein  notwithstanding  any such  advances  made by
Landlord shall not be or be deemed a waiver of any default on the part of Tenant
in the observance of the terms,  covenants and agreements under this Lease or of
any rights or remedies of Landlord upon any such default.

          22. No Waiver by Landlord.

          22.1.  The  failure of  Landlord  to insist in any  instance on strict
performance  of any  covenant or  condition  hereof,  or to exercise  any option
herein contained, shall not be construed as a waiver of such covenant, condition
or option in any other instance.  Unless  otherwise  expressly  provided herein,
this Lease cannot be changed or terminated except in writing.

          23. Landlord's Right to Exhibit the Premises.

          23.1.  During the last  twelve  (12) months of the term of this Lease,
Landlord or its agents or  designees  may have  admission to the Premises at all
reasonable  hours and upon advance notice for the purpose of exhibiting the same
to prospective lessees of all or any part of the Building.

          24. No Acceptance of Surrender.

          24.1.  No act or  thing  done by  Landlord  or  Landlord's  agents  or
employees during the Term of this Lease shall be deemed to accept a surrender of
the  Premises  by Tenant and a  termination  of this  Lease,  or shall be valid,
unless in writing, signed by Landlord.

          25. Quiet Enjoyment.

          25.1.  If and so long as Tenant pays the Fixed Rent,  Additional  Rent
and all other sums agreed to be paid by the Tenant under this Lease and promptly
and faithfully performs and observes the terms, covenants and agreements in this
Lease provided to be performed and observed by Tenant, Tenant quietly shall have
and enjoy the Premises.

          26. Estoppel Certificates.

          26.1. Within ten (10) days after receipt of request  therefor,  either
party will certify to the other and to any party named by the other  party,  (a)
that as of the date of such certification,  whether or not this Lease is in full
force and effect; (b) that, to certifying party's best knowledge,  neither party
to this  Lease is in default  in  keeping,  observing  or  performing  any term,
covenant, agreement, provision, condition or limitation contained in this Lease,
and, if in default,  specifying each such default and whether or not to the best
knowledge of the person making such certification,  any event has occurred which
with the  passage  of time,  the giving of notice,  or both would  constitute  a
default hereunder;  (c) the last day to which the Fixed Rent and Additional Rent
payable  under  this Lease have been  paid;  and (d) as to Tenant,  that  Tenant
neither  has nor claims to have any right of set-off or  deduction  against  the
payment of Fixed Rent or Additional  Rent, or if a right of set-off or deduction
is alleged, specifying the nature and extent thereof.

          27. Parking.

          27.1. Tenant will be provided with parking in accordance with Schedule
D attached hereto and made a part hereof.  Landlord shall provide Tenant with no
less than four (4) cars per 1,000 rentable square feet of Tenant's office space.
No other tenant of the Building shall have a right to a greater ratio of parking
space per rentable square feet.

          28. Notices.

          28.1.  Any and all notices,  consents,  approvals,  requests and other
communications  (collectively,  "notices") required to be given or served by the
terms and provisions of this Lease,  either by Landlord to Tenant,  or by Tenant
to Landlord,  shall be in writing and signed by the party giving the notice,  or
by a duly authorized  officer or  representative of a corporate party, and shall
be  deemed  to have been  delivered  by  Landlord  when  postmarked  and sent by
certified or registered mail, return receipt  requested,  proper postage prepaid
and  addressed  to the party to be  notified.  Notice on behalf of either  party
shall be  addressed  to that party at the  address set forth  below,  or to such
other  address as that  party  hereafter  shall  furnish in writing to the other
party:

                 To Landlord:

                           Ms. Debra Kloper
                           Route 10 Joint Venture
                           c/o MONY Real Estate
                               Investment Management
                           1740 Broadway
                           New York, New York  10019

                  with a copy to:

                           David C. Berman, Esq.
                           435 East 79th Street
                           Suite 7W
                           New York, New York  10021

                  with a copy to:

                           Brad Fenlon
                           Cushman & Wakefield
                           One Meadowlands Plaza, Suite 1100
                           East Rutherford, New Jersey  07073

                  To Tenant:

                           Edward Jordan
                           Dialogic Corporation
                           1515 Route 10
                           Parsippany, New Jersey  07054

                  with a copy to:

                           R. Barry Stiger, Esq.
                           Lowenstein, Sandler, et al.
                           65 Livingston Avenue
                           Roseland, New Jersey  07068

          29. Bind and inure.

          29.1.  The terms,  covenants  and  conditions  contained in this Lease
shall bind and inure to the benefit of the successors and assigns of the parties
with the same effect as if mentioned in each instance  where a party is named or
referred  to,  except that no violation  of the  provisions  of Article 12 shall
operate to vest any rights in any successor or assignee of Tenant.

          29.2. [INTENTIONALLY DELETED]

          29.3.  Nothing  contained in this Lease shall be deemed to confer upon
any Tenant, or anyone claiming under or through any Tenant,  any right to insist
upon, or to enforce against Landlord or Tenant, the performance or observance by
Tenant  of its  obligations  hereunder.  Landlord  shall  enforce  the Rules and
Regulations against all tenants of the Building.

          30. Waiver of Trial by Jury.

          30.1.  Landlord  and Tenant  hereby waive trial by jury in any action,
proceeding  or  counterclaim  brought by either  against the other on any matter
whatsoever arising out of or in any way connected with this Lease.

          30.2. [INTENTIONALLY DELETED]

          31. Brokerage Fees.

          31.1. Each party  represents that there was no broker(s)  instrumental
in  consummating  this Lease  except  Cushman &  Wakefield  and Edward S. Gordon
Company.  Each party agrees to hold the other  harmless from and against any and
all claims or demands for brokerage  commissions arising out of or in connection
with the execution of this Lease based on  conversations  or  negotiations  with
such party on the part of any broker other than the above-named  brokers,  whose
fees shall be paid by Landlord in accordance  with separate  agreements  between
such brokers and Landlord.  Landlord shall pay the real estate commissions owing
to such brokers and  represents to Tenant that no other broker was  instrumental
in the consummation of this Lease.

          32. Execution.

          32.1. This Lease may be executed in counterparts,  each of which, when
taken together, shall constitute one and the same agreement.

          33. Recordation of Lease.

          33.1. In no event shall Tenant have the right to record this Lease and
any such  recording  shall  constitute an Event of Default.  Landlord and Tenant
shall record a memorandum of this Lease.

          34. Surrender.

          34.1. On the last day of the Term, or upon any earlier  termination of
this Lease, or upon any re-entry by Landlord upon the Premises, Tenant shall, at
its own expense,  quit and  surrender the Premises to Landlord  broom clean,  in
good order,  condition and repair except for ordinary  wear,  tear and damage by
fire or other insured casualty,  together with all improvements  which have been
made  upon  the  Premises  (except  as  otherwise  provided  for in this  Lease,
including,  but not limited to, in Sections 6 and 7 hereof). Tenant shall remove
from the Premises and the Building all of Tenant's furniture, trade fixtures and
equipment and all personal property and personal effects of all persons claiming
through or under Tenant,  except as previously agreed by Landlord,  Tenant shall
pay the cost of repairing all damage to the Premises and the Building occasioned
by such removal and shall deliver all keys and pass cards to Landlord.

          34.2.  If the Premises are not  surrendered  at the  expiration of the
Term, Tenant shall indemnify  Landlord against loss or liability  resulting from
delay by Tenant in so  surrendering  the Premises,  including any claims made by
any  succeeding  Tenant  founded on such  delay.  If the  Premises  shall not be
surrendered  upon the  termination  of this Lease,  unless  otherwise  agreed by
Landlord and Tenant,  Tenant  shall be deemed to be occupying  the Premises as a
Tenant  from  month-to-month,  subject to all the terms and  provisions  of this
Lease  insofar as the same are  applicable  to a  month-to-month  tenancy,  at a
monthly rental equal to twice the sum of: (i) the monthly  installments of Fixed
Rent;  (ii) the  Electricity  Rent for the last  month of the  Term;  (iii)  the
Monthly Tax Payment for the last month of the Term; and (iv) Tenant's  Projected
Share for the last month of the Term.

          34.3.  Tenant's  obligations  under this  Article  shall  survive  the
Expiration Date or sooner termination of this Lease.

          35. Access; Change in Facilities.

          35.1.  Landlord reserves the right, at any time, without incurring any
liability to Tenant therefor, to make such changes in or to the Building and the
fixtures  and  equipment  of  the  Building,   as  well  as  in  the  entrances,
passageways, halls, doors, doorways, corridors,  elevators,  escalators, stairs,
toilets  and other  public  parts of the  Building,  as it may  reasonably  deem
necessary  or  desirable,  provided  any such  change  does not  materially  and
adversely affect Tenant's access to or use of the Premises.

          35.2. Tenant shall permit Landlord to install, use and maintain pipes,
ducts and conduits within or through the Premises, or through the walls, columns
and ceilings  therein,  provided that the installation work is performed at such
times and by such methods as will not  unreasonably  interfere with Tenant's use
and occupancy of the Premises, or damage the appearance thereof.

          35.3.  Landlord or Landlord's agents shall have the right to enter the
Premises at all times for any of the purposes  specified in this Article and (a)
to examine the  Premises  or for the purpose of  performing  any  obligation  of
Landlord or exercising  any right or remedy  reserved to Landlord in this Lease;
(b) to exhibit the Premises to others;  (c) to make such  decorations,  repairs,
alterations,   improvements  or  additions,  or  to  perform  such  maintenance,
including  the  maintenance  of  all   air-conditioning,   elevator,   plumbing,
electrical,  sanitary,  mechanical  and other  service  or  utility  systems  an
Landlord may reasonably  deem necessary or desirable;  (d) to take all materials
into and upon the  Premises  that may be  required in  connection  with any such
decorations, repairs, alterations,  improvements,  additions or maintenance; and
(e) to alter,  renovate and decorate the Premises at any time during the Term if
Tenant shall have removed all or substantially all of Tenant's Property from the
Premises.  If practical,  under the  circumstances,  Landlord  shall give Tenant
notice and use its best efforts to give Tenant notice of such entry.

          35.4.  The exercise of any right  reserved to Landlord in this Article
shall not constitute an actual or constructive eviction, in whole or in part, or
entitle  Tenant to any abatement or  diminution or rent, or relieve  Tenant from
any of its  obligations  under this Lease, or impose any liability upon Landlord
or Landlord's agents.

          36. Integration of Agreement.

          36.1.  This Lease contains the entire  agreement of the parties hereto
and no representations,  inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein, shall be of any force or effect. If any
term or provision of this Lease shall be invalid or unenforceable, the remaining
terms and provisions hereof shall not be affected thereby. If the application of
any term or provision of this Lease to any person or  circumstance  shall to any
extent  be  invalid  or  unenforceable  such  term  or  provision  shall  remain
applicable as to those persons or  circumstances  to which it shall be valid and
enforceable to the fullest extent permitted by law.

          37. [INTENTIONALLY DELETED]

          38. Unavoidable Delays.

          38.1.  In the  event  Landlord  or  Tenant  shall  be  delayed  in the
performance of any act or obligation  hereunder by reason of Unavoidable Delays,
then  performance  of such act or obligation  shall be excused for the period of
the delay, the period for the performance of any such act or obligation shall be
extended for a period equivalent to the period of such delay.

          38.2.  "Unavoidable  Delays"  shall mean any and all  delays  beyond a
party's reasonable control, including, without limitation,  delays caused by the
other party,  governmental  restrictions,  governmental  regulations,  controls,
undue  delays,  order  of  civil,  military  or  naval  authority,  governmental
preemption,  strikes, labor disputes, lock-outs, shortage of labor or materials,
inability to obtain materials or reasonable substitutes therefor, default of any
Building  or  construction  contractor  or  subcontracts,  Acts  of  God,  fire,
earthquake,  floods,  explosions,  actions  of  the  elements,  extreme  weather
conditions,  undue precipitation,  other weather conditions, enemy action, civil
commotion, riot or insurrection, fire or other unavoidable occurrence.

          39. Rules and Regulations.

          39.1. Tenant and Tenant's servants,  employees,  agents,  visitors and
licensees shall observe faithfully and comply strictly with any reasonable Rules
and Regulations  for the Building as Landlord,  or Landlord's  agents,  may from
time to time adopt.  Notice of any such Rules or  Regulations  shall be given in
such manner as Landlord may elect.  Landlord shall take all reasonable  steps to
enforce such Rules and Regulations,  or terms,  covenants,  or conditions in any
other lease, as against all other tenants. Providing that Landlord is seeking to
enforce such Rules and  Regulations  through all  reasonable  efforts,  Landlord
shall not be liable to Tenant for violation of the same by any other Tenant, its
servants,  employees, agents, visitors, or licensees. In the event any such Rule
or Regulation conflicts with any provision of this Lease, said provision of this
Lease shall control. The current Rules and Regulations in effect with respect to
the Building are attached hereto as Schedule E and made a part hereof.

          40. Governing Law.

          40.1.  This Lease shall be construed and enforced in  accordance  with
the Laws of the State of New Jersey.

          41. Landlord Liability.

          41.1.  Tenant agrees to look solely to Landlord's  estate and interest
in the Building and the Premises for the  satisfaction of any right or remedy of
Tenant for the collection of a judgement (or other judicial  process)  requiring
the payment of money by Landlord, in the event of any liability of Landlord, and
not other  property  or  assets of  Landlord  and no  property  or assets of any
shareholder,  director,  officer or  principal  of Landlord  shall be subject to
levy, execution, attachment, or other enforcement procedure for the satisfaction
of Tenant's  remedies under or with respect to this Lease,  the  relationship of
Landlord and Tenant hereunder, or Tenant's use and occupancy of the Premises, or
any other liability of Landlord to Tenant.  Notwithstanding  the foregoing,  the
Landlord  personally  guarantees  funds  sufficient to pay  Landlord's  costs of
Tenant's  Initial   Improvements  and  all  of  Landlord's  work  prior  to  the
Commencement Date and to make the payments required under Section 3.2.

          42. Signage.

          42.1.   Tenant  may  have  signage  on  the  existing   monument  sign
proportionate  to  Tenant's  share  of the  total  rentable  square  feet in the
Building.  If Tenant occupies 75% or more of the Building's  total office space,
then Tenant, at Tenant's own cost and expense, shall have the right to apply for
a permit which allows Tenant to erect a sign  directly on the Building.  Any and
all applications and additional signs are subject to Landlords  approval,  which
approval shall not be unreasonably withheld.

          43. Arbitration.

          43.1.  Except as provided in  Paragraph  14.1(c),  the parties  hereto
consent to arbitration of all disputes.

          43.2. The party desiring  arbitration shall give notice to that effect
to the other party.  Within ten (10) days  thereafter,  the party not requesting
arbitration shall propose three (3) arbitrators and the other party shall select
one (1) of the three (3).

          43.3.  The  arbitrator  shall be a fit and impartial  person who shall
have had at least 10 years  experience  in the State of New  Jersey in a calling
connected  with the matter of the  dispute  and shall have no prior,  present or
proposed future affiliation or connection with either party.

          43.4. The arbitration shall be conducted to the extent consistent with
this  Article  in  accordance  with the then  prevailing  rules of the  American
Arbitration  Association (or any organization  successor thereto).  The decision
and  award  shall  be  rendered  by the  Arbitrator  within  30 days  after  the
appointment of the  Arbitrator.  Such decision and award shall be in writing and
shall be final and  conclusive  on the parties and  counterpart  copies  thereof
shall be delivered to each of the parties. In rendering such decision and award,
the  Arbitrator  shall  not  add  to,  subtract  from or  otherwise  modify  the
provisions  of this Lease.  Judgment may be had on the decision and award of the
Arbitrator so rendered in any court of competent jurisdiction.

          43.5. Each party shall pay the fees and expenses of the Arbitrator and
all other expenses of the arbitration  (other than the fees and disbursements of
attorneys or witnesses for each party) shall be borne by the parties equally.

          43.6.  Notwithstanding  anything to the contrary elsewhere provided in
this Lease,  if the subject  matter of a dispute which is provided in this Lease
to be determined by an arbitration  is (a) one which would  directly  affect the
liability  of an insurer  under any of the  policies  of  insurance  referred to
herein and the party  which is the insured  under such  policy so  notifies  the
other  party or (b) one  which  cannot be the  subject  of  arbitration  under a
superior mortgage,  then unless such insurer or the superior mortgagee gives its
written consent to the determination of such matter by arbitration,  the dispute
shall not be  determined  by  arbitration  and the parties shall be left to such
other remedies as they may have.

          44. Non-Disturbance.

          44.1.  Provided that Tenant is not in default (beyond any period given
Tenant to cure such default) in the payment of Fixed Rent or Additional  Rent or
in the performance of any of the terms, covenants, or conditions of the Lease on
Tenant's part to be performed,  then subject to the terms and conditions of this
Lease,  Tenant's  rights  and  privileges  under the Lease,  or any  extensions,
expansions or renewals shall not be defeated by any mortgagor or lender.



<PAGE>


          IN WITNESS  WHEREOF,  the parties  have  hereunto  set their hands and
seals as of the date first written above.

                                              ROUTE 10 JOINT VENTURE
                                                  Landlord

                                              Name:  Theodore R. Sayers
                                              Title: General Partner



______________________________               By:_______________________________
                  Witness                       Theodore R. Sayers


                                             Name:  The Mutual Life Insurance
                                                       Company of New York
                                             Title:  General Partner



/s/Mary McKinney
_________________________                    By:/s/Stephen DeNardo
Assistant Secretary                             _______________________________
                                                Stephen DeNardo,
                                                Vice President


                                             DIALOGIC CORPORATION
                                                    Tenant

                                             Name:  Edward B. Jordan
Witness                                      Title:  Vice President



/s/ Peter H. Ehrenberg
______________________________              By:/s/Edward B. Jordan
Peter H. Ehrenberg, Witness                 ____________________________




<PAGE>


                       GUARANTEE AND MORTGAGEE'S CONSENT


          The  Mutual  Life  Insurance   Company  of  New  York  guarantees  the
landlord's  obligations as set forth in Paragraphs 3.2, and 41.1 and Consents to
non-disturbance as contemplated by Paragraph 44.1 of this Lease.



/s/ Mary McKinney
______________________________          The Mutual Life Insurance Company
Assistant Secretary                     of New York



                                             By:/s/Stephen DeNardo
                                                _______________________________
                                                Stephen DeNardo,
                                                Vice-President




<PAGE>


                            CORPORATE ACKNOWLEDGMENT


STATE OF NEW JERSEY                :
                                   ss.:
COUNTY OF ESSEX                    :


          BE IT REMEMBERED,  that on this 23rd day of August,  1993,  before me,
the  subscribed,  an  attorney  at law of the  State of New  Jersey,  personally
appeared Edward B. Jordan,  who, being by me duly sworn on his oath, deposed and
made  proof  to my  satisfaction  that  he is the  Vice  President  of  Dialogic
Corporation,  and the person who has signed the within instrument;  and I having
first made known to him the contents thereof, he did acknowledge that he signed,
sealed with the proper  corporate seal and delivered the same as such officer on
behalf of the  corporation  as its  voluntary  act and  deed,  made by virtue of
authority  from its  board of  directors,  for the  uses  and  purposes  therein
expressed.




                                             /s/Peter H. Ehrenberg
                                             ----------------------------------
                                             Peter H. Ehrenberg
                                             An Attorney at Law of the
                                             State of New Jersey




<PAGE>


STATE OF NEW YORK                )
                                 ) SS:
COUNTY OF                        )

          I  certify  that  on  1st  day  of  September,  1993  Mary McKinney
personally  came  before  me and this  person  acknowledged  under  oath,  to my
satisfaction, that:

               (a)  This  person is the  assistant  secretary  of  Mutual  Life
                    Insurance Company of New York, the corporation  described in
                    the foregoing documents;

               (b)  This person is the attesting  witness to the signing of said
                    documents   by  the   proper   corporate   officer   who  is
                    Stephen DeNardo, the Vice President of the Corporation;

               (c)  The documents  were signed and delivered by the  Corporation
                    as its voluntary act duly  authorized by a proper  corporate
                    resolution;

               (d)  This person knows the proper seal of the  corporation  which
                    was affixed to said documents; and

               (e)  This  person  signed  this  proof to  attest to the trust of
                    these facts.



                                                  /s/ Mary McKinney
                                                  _____________________________
                                                  Assisant Secretary

Signed and worn to before
me this 1st day of September, 1993


/s/ Denise A. Caulkin
_______________________________
Notary Public



<PAGE>


                                   SCHEDULE A


                             FLOOR PLAN OF PREMISES





<PAGE>


                                    EXHIBIT B


                                   DESCRIPTION


ALL that parcel of land located in the Township of Parsippany-Troy Hills and the
Township  of  Hanover,  County of Morris and State of New  Jersey  which is more
particularly described by the following legal metes and bounds description:


BEGINNING at a point in the newly dedicated Southwesterly sideline of New Jersey
State  Highway  Route 10, said point of beginning  being distant the following 2
courses  along  said  sideline,  as  measured  Southwesterly  from its  point of
intersection with the Southeasterly sideline of Johnson Road:

               (a)  along the Southwesterly sideline of New Jersey State Highway
                    Route 10,  South 48  degrees  33  minutes  20  seconds  East
                    1473.83 feet to a jog therein;

               (b)  partially along the 2nd line of Lot 1.01 South 41 degrees 03
                    minutes 46 seconds West 20.00 feet to the  beginning  corner
                    of the herein described premises and running:

THENCE (1) along the newly dedicated  Southwesterly sideline of New Jersey State
Highway  Route 10,  South 48 degrees 33 minutes 20 seconds  East 931,  feet to a
point;

THENCE (2) along the Southeasterly line of the whole tract, of which this parcel
is a part, South 39 degrees 30 minutes 25 seconds West 852.23 feet to a point;

THENCE (3) along the Southwesterly line of the whole tract, of which this parcel
is a part, North 49 degrees 34 minutes 20 seconds West 505.89 feet to a point;

THENCE (4) still along same,  North 48 degrees 56 minutes 14 seconds West 235.11
feet to a point;

THENCE (5) along the 4th line, reversed, of Lot 1.01, North 41 degrees 0 minutes
46 seconds East 276.88 feet to a point;

THENCE (6) along the 3rd line,  reversed,  of said Lot 1.01, North 48 degrees 56
minutes 14 seconds West 213.78 feet to a point in the centerline of a heavy duty
road;

THENCE (7) along the centerline of said heavy duty road, and partially along the
2nd course,  reversed,  of Lot 1.01 North 41 degrees 03 minutes 46 seconds  East
586.89 feet to the place of BEGINNING.

KNOWN and  designated  as Lot 1.02 in Block 200 on the  Official  Tax Map of the
Township of  Parsippany-Troy  Hills,  County of Morris,  State of New Jersey and
Lots 13 and 14 in Block 303 on the  Official Tax Map of the Township of Hanover,
County of Morris and State of New Jersey.

          The Initial  Improvements  referenced  as Schedule B in paragraph  6.1
will be supplied in accordance with the provisions of paragraph 6.2.



<PAGE>


                                   SCHEDULE C


                    CLEANING AND ROUTINE MAINTENANCE SERVICE


Cleaning and Routine  Maintenance Service will be provided only for conventional
office space,  which space is reflected on the plans on the  following  page, as
follows:

                                    NIGHTLY

         Empty and clean  wastepaper  baskets,  ashtrays and other  receptacles.
         Tenant  shall  segregate  all  recyclables  as required by law prior to
         Landlord's removal of same.

         Sweep all  flooring,  vacuum  clean or carpet sweep (as  required)  all
         carpets and rugs. Sweep or dust stone,  ceramic tile, marble,  terrazzo
         and other unwaxed flooring, excluding kitchen area (cleaning of kitchen
         is Tenant' s responsibility).

         Dust and wipe clean all office furniture and window sills.

         Wipe clean all water fountains and coolers.

         Dust all leather and leather-type furniture.

         Replace plastic bags in wastebaskets when necessary-cost per bag charge
to Tenant.

         Remove normal  wastepaper and refuse;  cost of unusual waste removal to
be charged to Tenant.

         After cleaning,  all lights shall be turned off, windows closed,  doors
         locked and offices left in an orderly condition.

                                    MONTHLY

         Dust all pictures,  frames,  charts,  graphs, and similar wall hangings
not reached in nightly cleaning.

                                   QUARTERLY

         Dust all Venetian blinds.

                                    ANNUALLY

         Dust ceiling surfaces other than acoustical ceiling material and vacuum
         clean  only  acoustical  materials  and  other  similar  surfaces,   if
         necessary.

                                WINDOW CLEANING

         Wash all interior and exterior windows quarterly.




<PAGE>


                                   SCHEDULE D


                                 PARKING SPACES





<PAGE>




               SIDEWALKS, ENTRANCES, ROADWAYS AND PARKING AREAS:

         To be kept free and clear of refuse, snow and ice.

                             AS REQUIRED BY Tenant

         Clean inside of all lighting fixtures and globes.




<PAGE>


                                   SCHEDULE E


                              RULES AND REGULATIONS

1.       The  sidewalks,  entrances,  driveways,  passages,  courts,  elevators,
         vestibules,  stairways,  corridors or halls shall not be  obstructed or
         encumbered by any Tenant or used for any purpose other than for ingress
         to and egress from the Premises  and for  delivery of such  merchandise
         and  equipment in a prompt and  efficient  manner using  elevators  and
         equipment  and  passageways  designated  for such delivery by Landlord.
         There  shall not be used in any  space,  or in the  public  hall of the
         Building, either by any Tenant or any jobbers or others in the delivery
         or receipt of merchandise,  any hand trucks, except those equipped with
         rubber tires and sideguards.

2.       The water and wash closets and plumbing  fixtures shall not be used for
         any  purpose   other  than  those  for  which  they  were  designed  or
         constructed and no sweepings,  rubbish, rags, acids or other substances
         shall be deposited therein, and the expense of any breakage,  stoppage,
         or damage  resulting  from the violation of this rule shall be borne by
         the Tenant who, or whose  agents,  employees  or  visitors,  shall have
         caused it.

3.       No carpet,  rug  or  other  article shall be hung or shaken out of any 
         window of the Building; and no Tenant shall sweep or throw or permit to
         be swept or thrown from the Premises  any dirt or other substances into
         any of the  corridors or halls,  elevators,  or  out  of  the doors  or
         windows or stairways of the Building, and Tenant shall not use, keep or
         permit to be used or kept any foul or noxious gas or  substance  in the
         Premises,  or  permit or suffer  the  Premises  to be occupied or used 
         in a manner offensive or  objectionable  to Landlord or other occupants
         of the  Building  by reason of  noise,  odors  and/or  vibrations,  or 
         interfere  in  any  way  with  other  Tenants or those having business 
         therein,  nor shall any animals  or  birds  be  kept  in  or  about the
         Building. Smoking or carrying lighted cigars or cigarettes in the 
         elevators of the Building is prohibited.

4.       No awnings or other  projections shall be attached to the outside walls
         of the Building without the prior written consent of Landlord.

5.       No sign,  advertisement,  notice or other lettering shall be exhibited,
         inscribed,  painted or affixed by  any  Tenant  on  any  part of  the  
         outside of  the  Premises  or  the  Building  or  on  the inside of the
         Premises if the same  is  visible  from  the outside of  the  Premises 
         without the prior  written  consent  of Landlord, except that the name 
         of Tenant may appear  on  the entrance  door of the  Premises and the  
         directory in the lobby of the  Building. In the event of the  violation
         of the  foregoing  by any  Tenant,  Landlord  may remove  same  without
         any  liability,  and may charge the  expense  incurred by such  removal
         to Tenant or Tenant violating this  rule.  Interior signs on doors and 
         directory  tablet shall be inscribed,  painted  or  affixed  for  each 
         Tenant by Landlord  at the  expense of such  Tenant,  and shall be of a
         size,  color and style acceptable to Landlord.

6.       No Tenant shall mark, paint,  drill into, or in any way deface any part
         of the  Premises or the  Building.  No boring,  cutting or stringing of
         wires  shall be  permitted,  except with the prior  written  consent of
         Landlord, and as Landlord may direct.

7.       No Tenant shall obtain for use upon the Premises ice,  drinking  water,
         towel or other similar  services,  or accept barbering or boothblacking
         Services in the Premises,  except from persons  authorized by Landlord,
         and at hours  and  under  regulations  fixed by  Landlord.  Canvassing,
         soliciting  and peddling in the Building is prohibited  and each Tenant
         shall  co-operate to prevent the same.  Notwithstanding  the foregoing,
         Tenant may maintain  soda and juice  machines and water  coolers in the
         Premises.

8.       Landlord  reserves the right to exclude from the  Building  between the
         hours of 6 P.M. and 8 A.M. and at all hours on Sundays and legal 
         holidays all persons who are not employees of Tenant.

9.       Landlord shall have the right to prohibit any advertising by any Tenant
         which,  in Landlord's  opinion,  tends to impair the  reputation of the
         Building  or its  desirability  as a  Building  for  offices,  and upon
         written notice from Landlord,  Tenant shall refrain from or discontinue
         such advertising.

10.      Tenant  shall not bring or  permit to be  brought  or kept in or on the
         Premises,  any inflammable,  combustible or explosive fluid,  material,
         chemical or substance, or cause or permit any odors of cooking or other
         processes,  or any unusual or other  objectionable odors to permeate in
         or emanate from the Premises.

11.      If the  Building  contains  central air  conditioning  and  ventilation
         Tenant  agrees to keep all windows  closed at all times and to abide by
         any rules and  regulations  issued by the Landlord with respect to such
         services.  If Tenant requires air conditioning or ventilation after the
         usual  hours,  Tenant  shall give  notice in  writing  to the  building
         superintendent  prior to 3:00 P.M. in the case of services  required on
         weekdays,  and prior to 3:00 P.M. on the day prior in the case of after
         hours service required on weekends or on holidays.



            FIRST AMENDMENT TO LEASE AGREEMENT RE: COMMENCEMENT DATE

         THIS FIRST AMENDMENT TO LEASE AGREEMENT regarding the rent commencement
date,  made as of this 20th day of January,  1994,  by and  between  MUTUAL LIFE
INSURANCE COMPANY OF NEW YORK, c/o M.O.N.Y.  Real Estate Investment  Management,
One  Atlantic  Street,  Stamford,  CT  06901  (the  "Landlord"),   and  DIALOGIC
CORPORATION,  A New Jersey  corporation,  with offices and a principal  place of
business to be  relocated to 1515 Route Ten,  Parsippany,  New Jersey 07054 (the
"Tenant").

                                  WITNESSETH:

         WHEREAS,  Landlord  is the  owner  of the  real  property  and  all the
improvements  thereto  located at 1515 Route Ten,  Parsippany,  New Jersey  (the
"Building"); and

         WHEREAS,  Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant  approximately  115,000  square fee of office space on the first
and second floor of the building and 10,000  square fee of storage  space on the
basement level; and

         WHEREAS,  prior to the  signing  of this First  Amendment  to the Lease
Agreement  the Landlord and Tenant have signed a written  lease  agreement  (the
"Lease") for the space described in the preceding paragraph; and

         WHEREAS,  pursuant to the terms of the Lease the commencement date (the
"Commencement Date) for the Lease now is not a date certain; and

         WHEREAS, the Landlord and the Tenant both now desire to fix the
Commencement Date as a date certain; and

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth and for good and other valuable consideration, the receipt of which is
hereby acknowledged, Landlord and Tenant agree as follows:

         1.  Delivery Date and Commencement Date

         The  Delivery  Date  shall  be on or  about  April  1,  1994,  and  the
Commencement  Date shall be five business days after the Delivery Date. The term
"Delivery Date" shall mean the date when the conditions of sections 6.3(a),  (b)
and (c) of the Lease are  satisfied,  subject to any  adjustment  as provided in
section  6.4 of the Lease.  For the  purpose of section  6.4, no act or omission
prior to January 6, 1994 shall be considered.

         2.  Phased Occupancy

         If Tenant  occupies any leased space for the conduct of business  prior
to the Delivery Date,  exclusive of access under section 6.7 of the Lease,  then
rent shall commence for that space as of the date of occupancy.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.

                   Name: The Mutual Life Insurance Company of
                               New York, Landlord


_______________________________     By:  ________________________________
Witness                                  Stephen DeNardo
                                         Vice President

                                    Name:  Dialogic Corporation


______________________________      By:  ________________________________
Witness                                   Name:  Edward B. Jordan
                                         Title:  Vice President




                      SECOND AMENDMENT TO LEASE AGREEMENT
                         re: terms for Additional Space

         THIS SECOND  AMENDMENT TO LEASE AGREEMENT  regarding  certain terms for
additional  space,  made as of this 20th day of  January,  1994,  by and between
MUTUAL LIFE INSURANCE  COMPANY OF NEW YORK c/o M.O.N.Y.  Real Estate  Investment
Management,  One  Atlantic  Street,  Stamford,  CT 06901 (the  "Landlord"),  and
DIALOGIC  CORPORATION,  A New Jersey  corporation,  with offices and a principal
place of  business to be  relocated  to 1515 Route Ten,  Parsippany,  New Jersey
07054 (the "Tenant").

                                   WITNESSETH:

         WHEREAS,  Landlord  is the  owner  of the  real  property  and  all the
improvements  thereto  located at 1515 Route Ten,  Parsippany,  New Jersey  (the
"Building"); and,

         WHEREAS,  Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant  approximately  115,000  square fee of office space on the first
and second floors of the building and 10,000 square feet of storage space on the
basement level; and

     WHEREAS,  prior  to the  signing  of this  Second  Amendment  to the  Lease
Agreement  the Landlord and Tenant have signed a written  Lease  Agreement  (the
"Lease") for the space described in the preceding paragraph; and

         WHEREAS,  The Landlord and the Tenant both now desire to amend  certain
terms of the Lease  governing  Tenant's  rights  and  obligations  for  possible
additional space pursuant to the terms of the Lease; and

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, and for good and other valuable  consideration,  the receipt of which
is hereby acknowledged, Landlord and Tenant agree as follows:

         1. The option to lease an additional 35,000 square feet as set forth in
paragraph 2.6 of the Lease shall be modified as follows:

                  A. The option shall be for 35,006  square feet of space on the
eastern  side,  and not  the  western  side,  of the  third  floor.  A  schedule
delineating  the eastern and western sides of the third floor is annexed  hereto
as Exhibit A.

                  B.  Tenant's  notice  shall be effective  two (2) years,  and
not one (1) year from the date upon which it is received by Landlord.

         2. Except as expressly  set forth herein and in the First  Amendment to
Lease  Agreement of even date  herewith,  the terms of the Lease shall remain in
full force and effect.

          IN WITNESS  WHEREOF,  the parties  have  hereunto  set their hands and
seals as of the date first written above.

                                    Name: The Mutual Life Insurance Company of
                                           New York, Landlord


_______________________________     By:  /s/ Stephen DeNardo
                                         _________________________________
Witness                                  Stephen DeNardo
                                         Vice President


                                    Name:  Dialogic Corporation, Tenant


/s/ Debra L. Blanco
______________________________      By:  /s/ Edward B. Jordan
                                         __________________________________
Witness                                     Name:  Edward B. Jordan
                                           Title:  Vice President



                       THIRD AMENDMENT TO LEASE AGREEMENT

         This THIRD  AMENDMENT TO LEASE  AGREEMENT,  made as of this 19th day of
July,  1994,  by and  between  MUTUAL  LIFE  INSURANCE  COMPANY  OF NEW YORK C/O
M.O.N.Y. Real Estate Investment  Management,  One Atlantic Street,  Stamford, CT
06901 (the "Landlord"), and DIALOGIC CORPORATION, a New Jersey corporation, with
offices and a principal  place of  business at 1515 Route Ten,  Parsippany,  New
Jersey 07054 (the "Tenant").

                                   WITNESSETH:

         WHEREAS,   Landlord  is  the  owner  of  real   property  and  all  the
improvements  thereto  located at 1515 Route Ten,  Parsippany,  New Jersey  (the
"Building"); and,

         WHEREAS,  Landlord and Tenant have executed a written  lease  agreement
dated  August 31, 1993 (the  Lease") for 115,000  square feet of office space on
the first and second  floors of the Building  and 10,000  square feet of storage
space on the basement level (the "Premises"); and,

         WHEREAS, the Lease, at section 1.1 defines the Premises; and

         WHEREAS,  the  Landlord  and the Tenant  both now desire to increase by
7,987 rentable  square feet of office space, the square footage of the Premises,
hereinafter known as the ("First Expansion Space");  as depicted on the attached
Exhibit A.

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, and for good and other valuable  consideration,  the receipt of which
is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

         1. The Premises  will consist of 10,000  square feet of storage area in
the  basement  and 122,987  square feet of office  space.  The office space will
consist of the entire  second  floor and part of the first  floor as depicted on
Exhibit B annexed hereto and made a part hereof.

         2. Landlord shall use its best efforts to have the  construction of the
First  Expansion  Space  substantially  completed  and  available  for  Tenant's
occupancy on September 9, 1994.  In the event the First  Expansion  Space is not
available for Tenant's  occupancy on September 9, 1994,  Landlord  shall provide
temporary  space as of September  12,1994 for Tenant's use and  occupancy on the
eastern  part  of  the  third  floor  of  the  Building,   as  depicted  in  the
cross-hatched  area of  Exhibit C of this  Amendment  (the  "Temporary  Space").
Tenant shall pay Landlord rent for the use of the Temporary  Space in the sum of
eight dollars ($8.00) per square foot per annum,  pro rata, until such time that
Landlord has  substantially  completed the First  Expansion  Space.  Substantial
Completion for the purpose of this amendment only means that the First Expansion
Space has been substantially  constructed  (except for minor punchlist items and
treatments to the finishes) and has been issued a temporary or final certificate
of occupancy by the appropriate building department authorities  responsible for
the issuance of such  certificates  of  occupancy.  Landlord  shall give written
notice to Tenant of the date of  Substantial  Completion of the First  Expansion
Space.

     3. In the event Tenant  occupies the Temporary  Space on or after September
12, 1994,  Landlord  agrees to move Tenant from such temporary third floor space
to the First Expansion Space. Landlord shall pay such reasonable moving expenses
incurred by the Tenant  within  third (30) days after  receiving  the invoice of
such costs.

         4. Except as expressly  modified  herein or by the Second  Amendment to
Lease,  all of the terms and  conditions of the Lease shall remain in full force
and effect.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
as of the date first written above.

                                    Name: The Mutual Life Insurance Company of
                                          New York


______________________________      By:    /s/ Debra Kloper
                                          _______________________________
Witness                                    Debra Kloper, Real Estate V.P.


                                    Name:  Dialogic Corporation, Tenant


______________________________      By:    /s/ Edward B. Jordan
                                           ________________________________
Witness                                    Edward B. Jordan, Vice President


                       FOURTH AMENDMENT TO LEASE AGREEMENT

          This  FOURTH  AMENDMENT  TO LEASE  AGREEMENT,  extending  the term and
expanding the size of the leasehold,  made as of this 20th day of December 1994,
by and between  MUTUAL LIFE  INSURANCE  COMPANY OF NEW YORK,  c/o M.O.N.Y.  Real
Estate  Investment  Management,  One Atlantic  Street,  Stamford,  CT 06901 (the
"Landlord"),  and DIALOGIC CORPORATION,  a New Jersey corporation,  with offices
and a principal  place of business  located at 1515 Route Ten,  Parsippany,  New
Jersey 07054 (the "Tenant").

                              W I T N E S S E T H :

          WHEREAS,  Landlord  is the  owner  of the  real  property  and all the
improvements  thereon  located at 1515 Route Ten,  Parsippany,  New Jersey  (the
"Building"); and,

          WHEREAS, Tenant desired to lease from Landlord and Landlord desired to
lease to Tenant  approximately  115,000 square feet of office space on the first
and second floors of the building and 10,000 square feet of storage space on the
basement level (the "Premises"); and,

          WHEREAS, on August 31, 1993 Landlord and Tenant entered into a written
lease agreement (the "Lease") for the Premises; and,

          WHEREAS,  on  November  5, 1993  Landlord  and Tenant  entered  into a
written Interim Use and Occupancy Agreement (the "First Use Agreement"); and,

          WHEREAS,  on February 15, 1994 Landlord and the Tenant  entered into a
second written Interim Use and Occupancy Agreement (the "Second Use Agreement");
and,

          WHEREAS,  during January 1994 a proposed first  amendment to the Lease
(the "First Amendment") was proposed, but never agreed upon or effective; and,

          WHEREAS,  on January  20,  1994  Landlord  and Tenant  entered  into a
written second amendment to the Lease (the "Second Amendment"); and,

          WHEREAS,  on March 10, 1994 Landlord and Tenant entered into a written
third amendment to the Lease (the Third Amendment"); and,

          WHEREAS,  Tenant now desires to increase the size of the leasehold and
extend the term of the Lease.

          NOW, THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, and for good and other valuable  consideration,  the receipt of which
is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

                           THE SECOND EXPANSION SPACE

          1. The Premises  will be increased by  approximately  25,000  rentable
square feet (the "Second Expansion  Space").  The Second Expansion Space will be
subject to measurement in accordance with B.O.M.A. methodology. The measurements
shall be completed  within 30 days and the exact square  footage shall be deemed
fixed.  Promptly hereafter,  Landlord  shall  deliver to Tenant the  measured
dimensions.

          2. The Second  Expansion Space shall be located in the Western Wing of
the third floor as reflected on Exhibit A annexed hereto and made a part hereof.

          3.  Tenant  shall  submit  line  drawings  and  any  and  all  related
specifications  to  Landlord  no  later  than  January  15,  1995.  For each day
subsequent  to  January  15,  1995   that  Tenant  delays  in  delivering   such
information,  the date for Landlord's delivery of the Second Expansion Space, as
specified  below in  sections,  4, 8, and 23,  shall be extended one day without
penalty.

          4. Landlord  shall use its best efforts to complete  construction  of,
and deliver,  the Expansion  Space to Tenant by June 15, 1995,  but shall not be
penalized in any manner whatsoever for failing to deliver the Expansion Space on
or before July 15, 1995. Landlord will seek competitive bids from at least three
separate vendors for the construction.  Unless Tenant otherwise  instructs,  the
work shall be awarded to the lowest bidder.

          5.  Landlord  will  contribute  $2.50 per square foot for  architect's
expenses,  whether  incurred  by  Tenant  or  Landlord.  Tenant  shall  pay  the
architectural  expense in excess of $2.50 per square foot.  If Landlord  retains
H.O.K.  as the project  architect,  the work product of such firm for the Second
Expansion Space shall be Landlord's sole responsibility.

          6. Landlord,  at its own expense,  shall provide separate metering for
the electric utilities for the Second Expansion Space.

          7. Tenant  shall be  responsible  for payment of all costs  associated
directly with the demolition of the Second  Expansion  Space in preparation  for
construction.  Tenant's  responsibility  under this paragraph is capped at $1.10
per square foot, and Landlord shall pay any excess.

          8.  Landlord and Tenant agree that the target date for delivery of the
Second Expansion Space is June 15, 1995 (the "Target Date"). Rent for the Second
Expansion  Space (the "Second  Expansion  Rent") shall commence on the date when
Landlord has substantially  completed the work, obtained a temporary certificate
of occupancy and delivered  the space,  or on the date when Landlord  would have
done so but for  delays  attributed  solely to  Tenant  (the  "Second  Expansion
Commencement  Date").  Unless the  Abatement  described in paragraph 23 below is
triggered,  under no  circumstances  shall  there be any  delay or offset on the
payment  of the  Second  Expansion  Rent.  During  years 1 through 4, the Second
Expansion Rent shall be equal to $15.50 per square foot, per annum. During years
5 through 9, the Second Expansion Rent shall increase to $17.50 per square foot,
per annum.  During year 10, the Second  Expansion  Rent shall be equal to $20.13
per square foot, per annum.  Irrespective of whether there is an Abatement,  all
increases   shall  be  calculated   based  upon  an  assumed  Second   Expansion
Commencement Date of June 15, 1995 (e.g., year 5 rent will become effective June
15, 2000).  The Second  Expansion Rent shall be payable monthly in the same form
and manner as specified  for the payment of rent in the Lease.  The Base Year as
defined in the Lease shall remain  unchanged for the purpose of calculating  any
and all other charges to Tenant. In the event that the Second Expansion Space is
delivered  to  Tenant  prior  to  June  15,  1994,  then  the  Second  Expansion
Commencement  Date shall be June 15, 1995,  but Tenant shall pay rent,  on a pro
rated basis, at a sum equal to the amount established for the first year.

          9.  Landlord's  obligation  to pay for any  construction  costs and to
deliver a "turnkey"  space  shall not exceed the sum of $25.00 per square  foot,
said sum being a cap on  Landlord's  expenses and not  construed as a minimum or
reasonable  expense.  Any and all construction cots above $25.00 per square foot
shall be paid by Tenant.  Said costs shall not include  demolition costs,  which
costs  shall be paid by Tenant in  accordance  with  paragraph  7 above.  To the
extent that the architect's  expenses is more than $2.50 per square foot and the
construction  cots are less than  $25.00 per square  foot,  then the  difference
between  the actual  construction  cots and the $25.00 per square  foot shall be
applied by Landlord to architect's expenses.

          10. The term (the  "Term") of the Lease as specified in Article Two of
the Lease  shall be extended  through the ten (10) year  duration of this fourth
Amendment  concerning the Second and Third Expansion Space, i.e., June 14, 2005.
Except as stated herein, this extension period (the "Extension Period") does not
extend by implication any other deadlines contained in the Lease concerning free
rent,  rent increases or other  obligations.  The rent for the Extension  Period
shall be equal to $20.13 per square  foot,  per annum,  (except for the basement
level  where the rent shall be $4.60 per  square  foot,  per  annum,  during the
Extension Period).

                           THE THIRD EXPANSION SPACE

          11. The Premises will be increased by  approximately  20,000  rentable
square feet (the "third  Expansion  Space").  The Third  Expansion Space will be
subject to measurement in accordance with B.O.M.A. methodology. The measurements
shall be completed  within 30 days and the exact square  footage shall be deemed
fixed.  Promptly  thereafter,  Landlord  shall  deliver to Tenant  the  measured
dimensions.

          12. The Third  Expansion  Space shall be  comprised  of  approximately
10,000 square feet located in the Eastern Wing of the first floor,  as reflected
on Exhibit B annexed  hereto and made a part hereof,  and  approximately  10,000
square feet located contiguous to the Expansion Space, as reflected on Exhibit A
annexed hereto and made a part hereof.

          13.  Tenant  shall  submit  line  drawings  and any  and  all  related
specifications  to  Landlord  no  later  than  January  15,  1995.  For each day
subsequent  to  January  15,  1995  that  Tenant   delays  in  delivering   such
information,  the date for Landlord's  delivery of the Third Expansion Space, as
specified  below in  sections 4, 8, and 23,  shall be  extended  one day without
penalty.

          14. Landlord shall use its best efforts too complete  construction of,
and deliver, the Third Expansion Space to Tenant by June 15, 1995, but shall not
be penalized in any manner whatsoever for failing to deliver the Third Expansion
Space on or before July 15, 1995.  Landlord will seek  competitive  bids from at
least three  separate  vendors for the  construction.  Unless  Tenant  otherwise
instructs, the work shall be awarded to the lowest bidder.

          15.  Landlord will  contribute  $2.50 per square foot for  architect's
expenses,  whether  incurred  by  Tenant  or  Landlord.  Tenant  shall  pay  the
architectural  expense in excess of $2.50 per square foot.  If Landlord  retains
H.O.K.  as the project  architect,  the work  product of such firm for the Third
Expansion Space shall be Landlord's sole responsibility.

          16. Landlord, at its own expense,  shall provide separate metering for
the electric utilities.

          17. Tenant shall be  responsible  for payment of all costs  associated
directly with the demolition of the Third  Expansion  Space in  preparation  for
construction.  Tenant's  responsibility  under this paragraph is capped at $1.10
per square foot, and Landlord shall pay any excess.

          18. Landlord and Tenant agree that the target date for delivery of the
Third Expansion  Space is June 15, 1995 (the "Target Date").  Rent for the Third
Expansion  Space (the "Third  Expansion  Rent") shall  commence on the date when
Landlord has substantially  completed the work, obtained a temporary certificate
of occupancy and delivered  the space,  or on the date when Landlord  would have
done so but for  delays  attributed  solely  to  Tenant  (the  "Third  Expansion
Commencement  Date").  Unless the  Abatement  described in paragraph 23 below is
triggered,  under no  circumstances  shall  there be any  delay or offset on the
payment of the Third Expansion Rent.  During the first year, the Third Expansion
Rent is fixed at $6.72 per square foot, per annum. In the event that thorough no
fault of Tenant the Third  Expansion  Space is delivered  subsequent to July 15,
1995, or as extended by paragraph 13 herein, then Tenant shall receive a credit,
on a pro rated basis,  such that  Tenant's  rent of the first twelve months does
not exceed  $6.72 per square foot,  per annum,  for the Third  Expansion  Space.
during years 2 thorough 4, the Third Expansion Rent shall increase to $15.50 per
square foot, per annum. During years 5 through 9, the Third Expansion Rent shall
increase to $17.50 per square foot, per annum.  In year 10, the Third  Expansion
Rent shall be equal to $20.13  per  square  foot,  per  annum.  Irrespective  of
whether there is an Abatement,  all increases shall be calculated  based upon an
assumed Third Expansion  Commencement  Date of June 15, 1995, (e.g., year 5 rent
will become  effective June 15, 2000). The Third Expansion Rent shall be payable
monthly in the same form and manner as specified  for the payment of rent in the
Lease.  The Base Year as defined in the Lease  shall  remain  unchanged  for the
purpose of  calculating  any and all other charges to Tenant.  In the event that
the Third  Expansion  Space is delivered to Tenant prior to June 15, 1995,  then
the  Commencement  Date shall be June 15, 1995, but, Tenant shall pay rent, on a
pro rated basis,  at a sum equal to the amount  established for the first twelve
months.

          19. Tenant shall pay for any and all construction  costs to  deliver a
"turnkey" Third Expansion Space.  Landlord shall reimburse Tenant a sum for said
construction  costs  by a sum  not  to  exceed  $25.00  per  square  foot.  Said
construction cots shall not include  demolition costs, which costs shall be paid
by Tenant in accordance  with paragraph 17 above.  Tenant's  payment to landlord
shall be made upon  Landlord's  submission  to Tenant of proof of total cost for
construction  of the Third  Expansion  Space,  and Landlord's  reimbursement  to
Tenant shall be payable by Landlord to Tenant, in full, on the first anniversary
date of Tenant's occupancy of the Second and Third Expansion Spaces. Any and all
construction cots above $25.00 per square foot shall be paid by Tenant, said sum
being a cap on Landlord's  expenses and not construed as a minimum or reasonable
expense.  Any and all  construction  costs above $25.00 per square foot shall be
paid by Tenant.  To the extent that the  architect's  expense is more than $2.50
per square foot and the  construction  costs  $25.00 per square  foot,  then the
difference  between the actual  construction cots and the $25.00 per square foot
shall be applied by Landlord to architect's expenses.

          20. The option  space  referred  to in the Second  Amendment  shall be
relocated to be contiguous to the Second  Expansion Space on the third floor, as
reflected on Exhibit A annexed hereto and made a part hereof.

          21.  Subject to the  signage  being  located  in a  location  mutually
agreeable to Landlord and Tenant, subsequent to  the demolition work required by
this Fourth  Amendment  being completed the Tenant may exercise its rights under
Article 42 of the Lease.

          22. The term (the  "Term") of the Lease as specified in Article Two of
the Lease shall be extended to be coterminous  with the 10 year duration of this
Fourth Amendment concerning the Second and Third Expansion Space, i.e., June 14,
2005. The 2 options set forth in paragraph 2.5 of the Lease shall be exercisable
respectively  only  prior  to the end of the 9th and  14th  year of this  Fourth
Amendment, i.e., June 14, 2004 and June 14, 2009, respectively.

          23.  Notwithstanding  the separate captions and definitions herein for
the Second and Third  Expansion  Spaces,  the parties  agree that the Second and
Third Expansion  Spaces should be constructed and delivered  simultaneous to one
another.  The Second and Third Expansion  Commencement Dates shall be delayed to
the extent  caused by the  unavoidable  delays as defined in section 38.2 of the
Lease.  However, if the Expansion  Commencement Dates are delayed by the acts or
omissions  of  Landlord  beyond  July  15,  1995 or  such  later  date to  which
Landlord's  deadlines  are  extended  under  section  3 and/or 13  herein,  then
Tenant's obligation to pay Rent shall be abated by an amount equal to three free
days rent for each day the  Commencement  Dates are delayed beyond July 15, 1995
or such later date to which  Landlord's  deadlines are extended under sections 3
and/or 13 herein (the "Abatement").

          In the event  that  Tenant  elects to accept  delivery  of the  Second
Expansion  Space prior to the Third Expansion Space or the Third Expansion Space
prior to the Second  Expansion  Space, but prior to June 15, 1995, then Tenant's
obligation to pay rent shall be triggered upon delivery of the respective  space
or spaces.  For the time period commencing with delivery of the respective space
or spaces and  continuing  until June 14, 1995,  the rent shall be at the amount
specified  above in  paragraphs(s)  8 and/or 18 for the first year(s),  on a pro
rated basis.

          In the event  that  Tenant  elects to accept  delivery  of the  Second
Expansion  Space prior to the Third Expansion Space or the Third Expansion Space
prior to the Second  Expansion  Space,  but  subsequent  to July 15, 1995,  then
Tenant's  obligation  to pay rent shall be dependent  upon  whether  Landlord or
Tenant  caused  the  delay.  If one  or  both  expansion  spaces  are  delivered
subsequent to June 15, 1995 due to Tenant's actions or omissions,  other than as
extended pursuant to paragraphs 3 and/or 13 herein,  then Tenant's obligation to
pay all rent for the Second and Thirds  Expansion  Spaces shall  commence on the
date they would otherwise have been delivered but for Tenants acts or omissions.

          Tenant may elect to take delivery of one expansion  space prior to the
other  expansion  space.  In the  event  Tenant  makes  such an  election,  then
immediately  upon  delivery of that part of the  expansion  space  which  Tenant
elects  to  occupy,  Tenant  shall  commence  paying  rent for that  part of the
Expansion  Space at the rate specified  above. In the event Tenant makes such an
election,  the Abatement  shall apply only to that portion of the space which is
not delivered. If there is an Abatement due to late delivery, the rent increases
will remain in effect at the time periods  specified above.  Except as expressly
modified  herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect.

                                TEMPORARY SPACE

          24. Landlord permits Tenant to use and occupy the temporary space (the
"Temporary Space") described on Exhibit C annexed hereto and made a part hereof.
The Temporary  Space is fixed for the purpose of this agreement as being exactly
11,000  square  feet,  together  with the parking and other  common areas of the
Building. Under no circumstances shall the Temporary Space be relocated.

          25. The Temporary  Space may be used and occupied by Tenant for a term
(the "Temporary  Space Term")  commencing the date Tenant takes  occupancy.  The
Temporary  Space Term  shall  expire on the last day of the month  during  which
Landlord  delivers  both the Second  and Third  Expansion  Spaces  which ever is
later.  Tenant shall have an option to terminate the  Temporary  Space Term upon
thirty (30) days written notice to Landlord. At any time after Landlord delivers
both the Second and Third  Expansion  Spaces,  Landlord  shall have the right to
terminate the Temporary Space Term upon thirty (30) days written notice.

          26.  During the first six (6) months of the Tenant's  occupancy of the
Temporary  Space,  Tenant shall pay on or before the first day of each month the
sum of three  dollars and thirty six cents  ($3.36) per square foot,  per annum,
plus  Tenant  Electric  equal to one dollar and twenty  five cents  ($1.25)  per
square foot. Thereafter,  the rent shall increase to six dollars and seventy two
cents ($6.72) per square foot,  per annum,  plus Tenant  Electric.  Landlord and
Tenant agree that the sums  specified in this paragraph are subject to Edward S.
Gordon  reducing its commission by a sum equal to  $18,480.00. In the event that
Edward  S.  Gordon  does not sign an  agreement  to  reflect  the  reduction  of
$18,480.00,  then the sums payable pursuant to this paragraph shall be increased
to cover said $18,480.00.

          27. It is expressly  agreed and understood that the Temporary Space is
provided at Tenant's request and is an accommodation by Landlord. Landlord shall
obtain all  necessary  approvals,  including,  without  limitation,  a temporary
certificate of occupancy.  Tenant shall provide proof of all insurance  required
by the Lease.  The  obligations  of Tenant and Landlord under the Lease shall be
deemed incorporated herein unless otherwise  inconsistent with the express terms
and purpose of the Temporary Space.

          IN WITNESS  WHEREOF,  the parties  have  hereunto  set their hands and
seals as of the date first written above.

                                 Name:   The Mutual Life Insurance Company
                                         of New York, Landlord


_____________________________    By:     /s/ Debra F. Kloper
                                         ____________________________
Witness                                  Debra F. Kloper
                                         Real Estate Vice President


                                 Name:   Dialogic Corporation, Tenant


_____________________________    By:     /s/ Edward B. Jordan
                                         ____________________________
Witness                                  Name:  Edward B. Jordan
                                         Title: Vice President



                       FIFTH AMENDMENT TO LEASE AGREEMENT

          This Fifth  Amendment  to lease  Agreement  ("Agreement")  is made and
entered into as of this _____ day of April, 1996, by and between The Mutual Life
Insurance Company of New York with offices at 1740 Broadway,  New York, New York
10019 (the "Landlord"), and Dialogic Corporation, a New Jersey corporation, with
offices and a principal place of business located at 1515 Route 10,  Parsippany,
New Jersey 07054 (the "Tenant").

                                   WITNESSETH:

          WHEREAS,  Landlord  is the  owner  of the  real  property  and all the
improvements  thereon  located at 1515  Route 10,  Parsippany,  New Jersey  (the
"Building"); and,

          WHEREAS, Tenant desired to lease from Landlord and Landlord desired to
lease to Tenant  approximately  115,000 square feet of office space on the first
and second floors of the Building and 10,000 square feet of storage space on the
basement level (the "Original Premises"); and,

          WHEREAS,  on or about  September 1, 1993  Landlord and Tenant  entered
into a written Lease Agreement (the "Original Lease") for the Premises; and,

          WHEREAS,  during January 1994 a first  amendment to the Original Lease
(the "First Amendment") was proposed, but never agreed upon or effective; and,

          WHEREAS,  as of January 20, 1994  landlord  and Tenant  entered into a
Second Amendment to Lease Agreement (the "Second Amendment"); and,

          WHEREAS,  as  of  July  19,  1994  (notwithstanding  that  the  Fourth
Amendment,  as defined  below,  sets the date as of March 10, 1994) Landlord and
Tenant  entered  into  a  Third   Amendment  to  lease   Agreement  (the  "Third
Amendment"); and,

          WHEREAS,  as of December 20, 1994  Landlord and Tenant  entered into a
Fourth  Amendment  to  Lease  Agreement  (the  "Fourth  Amendment";  the  Second
Amendment,  Third Amendment and Fourth Amendment are collectively referred to as
the  "Amendments";  and the Original Lease,  as modified by the  Amendments,  is
referred to as the "Lease"); and,

          WHEREAS,  Landlord and Tenant do now hereby desire to amend and modify
certain terms of the Lease as more particularly set forth below.

          NOW,  THEREFORE,  it is hereby  agreed  that in  consideration  of the
mutual  covenants  contained  herein,  and for  such  other  good  and  valuable
consideration,  the sufficiency of which are hereby mutually acknowledged by the
parties hereto, Landlord and Tenant agree as follows:

     1.   Capitalized  terms used but not  otherwise  defined  herein shall have
          their meanings described to them in the Lease.

     2.   Tenant warrants, covenants and acknowledges that a) Landlord is not in
          default  under the Lease and no event  has  occurred  which,  with the
          giving of notice or the passage of time or both,  would  constitute  a
          default  under the Lease as modified by the  Agreement  on the part of
          the   Landlord;   b)  Tenant  does  not   contest   the   validity  or
          enforceability  of the Lease and this  Agreement,  and  Tenant  has no
          claims  or  defenses  as to  obligations  under  the  Lease  and  this
          Agreement and is not entitled to any offset or abatement  with respect
          thereto;  c)  Landlord  has  performed  all of its  obligations  of an
          executory  nature  pursuant to the terms and  provisions of the Lease;
          and d) the Commencement  Date as such term is defined in the Lease was
          ____________,  and  the  Expiration  Date,  as  defined  in the  Lease
          (without  giving effect to any renewal  options,  but giving effect to
          paragraphs 10 and 22 of the Fourth Amendment) is June 14, 2005.

     3.   In addition to those premises that Landlord has  previously  leased to
          Tenant and Tenant has previously  leased from Landlord pursuant to the
          Original Lease and the  Amendments,  Landlord  hereby leases to Tenant
          and Tenant  hereby  leases  from  Landlord  the  following  additional
          premises: a) approximately 9,000 square feet on the third floor of the
          Building,  as shown on the floor plan annexed  hereto as Exhibit A and
          made a part hereof (the "Fourth  Expansion  Space");  b) approximately
          14,370  square feet on the third floor of the Building as shown on the
          floor plan  annexed  hereto as Exhibit B and made a part  hereof  (the
          "Fifth Expansion  Space");  and c) approximately  1,000 square feet on
          the first  floor of the  Building  as shown on the floor plan  annexed
          hereto  as  Exhibit C and made a part  hereof  (the  "Sixth  Expansion
          Space").  Within  thirty (30() days of the signing of this  Agreement,
          Landlord shall cause the Fourth Expansion Space, Fifth Expansion Space
          and Sixth Expansion Space to be measured  pursuant to the BOMA method,
          and  the  exact  square  footage  shall  be  deemed  fixed.   Promptly
          thereafter, Landlord shall deliver to Tenant the measured dimensions.

     4.   The Premises,  as such term is defined in the Original Lease and which
          has previously  been increased  pursuant to certain of the Amendments,
          shall be  further  increased  and shall now be deemed to  include  the
          Fourth  Expansion  Space,  Fifth  Expansion  Space and Sixth Expansion
          Space (and to the extent not previously  included,  the Premises shall
          also be deemed to include the First  Expansion  Space (as such term is
          defined in the Third Amendment),  the Second Expansion Space and Third
          Expansion  Space (as such terms are defined in the Fourth  Amendment).
          All references to the Premises in the lease as modified herein,  shall
          refer to the Premises as defined in this Agreement, unless the context
          clearly requires otherwise.

     5.   Within  fourteen  (14) days  from the date the  Tenant  executes  this
          Agreement,  Tenant shall prepare and deliver to Landlord line drawings
          and any and all related  plans and  specifications  (collectively  the
          "Plans and  Specifications")  for the Fourth  Expansion  Space,  Fifth
          Expansion Space and Sixth Expansion Space.

     6a.  Landlord,  in accordance with the Plans and Specifications,  shall use
          its best efforts to substantially  complete construction  ("Landlord's
          Work") of the Fourth Expansion Space,  Fifth Expansion Space and Sixth
          Expansion  Space and  deliver to Tenant the  Fourth  Expansion  Space,
          Fifth  Expansion Space and Sixth Expansion Space by September 30, 1996
          (subject  to  unavoidable  delays as defined  in  Section  38.2 of the
          Original Lease  ("Unavoidable  Delays") and Tenant Delays,  as defined
          herein),  provided,  however,  that the Lease, as modified herein, and
          the   obligations   of  the  Landlord  and  Tenant   hereunder   shall
          nevertheless  continue  in  full  force  and  effect,  and  except  as
          otherwise provided herein,  Landlord shall have no liability to Tenant
          for, and delay in,  delivering the fourth  Expansion  Space, the Fifth
          Expansion Space, or Sixth Expansion Space.

     6b.  Landlord's   Work   shall   be   deemed    substantially    completed,
          notwithstanding   the  fact  that  minor   details  of   construction,
          mechanical  adjustments  or decoration  remain to be performed that do
          not  materially  interfere  with Tenant's use of the Fourth  Expansion
          Space,  Fifth  Expansion  Space  and/or Sixth  Expansion  Space or its
          business,  provided that a Certificate of Occupancy (whether permanent
          or temporary) has been issued (if required).

     6c.  If the Fourth  Expansion Space, the Fifth Expansion Space and/or Sixth
          Expansion Space are not ready for occupancy by Tenant on September 30,
          1996  due to  one or  more  Tenant  Delays,  Landlord  shall  have  no
          liability  for  such  delay  and the  Fourth  Expansion  Space,  Fifth
          Expansion Space and/or Sixth Expansion Space (whichever of said spaces
          might  have  been  affected  by such  Tenant  Delay)  shall be  deemed
          substantially  completed  on the date when said space would  otherwise
          have been substantially  completed but for such Tenant Delay. The term
          "Tenant  Delay"  shall  mean  any  delay in  substantially  completing
          Landlord's Work and/or any delay in the date that the Fourth Expansion
          Space,  Fifth  Expansion  Space and/or Sixth  Expansion Space shall be
          available for Tenant's occupancy,  which is due to any act or omission
          of Tenant, its agents,  employees,  contractors or anyone acting under
          or for Tenant,  Tenant  Delay shall also  include the  following:  (i)
          delays in delivering the Plans and Specifications; (ii) delays arising
          from  changes  in the  Plans  and  Specifications;  and  (iii)  delays
          resulting  from Tenant's  direction to Landlord to suspend  Landlord's
          Work.

     7a.  In connection with landlord's  Work,  Landlord shall be responsible a)
          for no  more  than  $2.25  per  square  foot  of  costs  and  expenses
          associated with  architectural and engineering design and plans and b)
          for no more than  $22.50  per  square  foot of the costs and  expenses
          associated with  substantially  completing the Fourth Expansion Space.
          Fifth  Expansion  Space and Sixth  Expansion  Space (the amounts which
          Landlord has agreed to incur in order to perform Landlord's Work shall
          be  referred to as  "Landlord's  Allowance").  Tenant  shall be solely
          responsible  for  all  costs  and  expenses  which  exceed  Landlord's
          Allowance;  it being the intent of the  parties  that  Tenant pay said
          excess as  Additional  Rent and such sum(s) shall be payable by Tenant
          within  ten (10) days  after  receipt  of an  invoice  from  Landlord.
          Notwithstanding  the foregoing,  and except as provided in paragraph 9
          below,  Landlord shall not be obligated to incur any costs or expenses
          with  respect to  demolition  of the  Fourth  Expansion  Space,  Fifth
          Expansion  Space and Sixth  Expansion  Space,  nor shall such costs or
          expenses be considered a portion of Landlord's Allowance, it being the
          intent  of the  parties  that this be the sole  responsibility  of the
          Tenant.

     7b.  Notwithstanding anything contained in the Lease, including Section 6.1
          o the Original  Lease as such section may have been  modified,  Tenant
          agrees  that  Landlord   shall  have  no  obligation  to  provide  any
          additional funds with respect to Landlord's Work.

     8.   Tenant  acknowledges  that Landlord has separately  metered the Fourth
          Expansion  Space,  Fifth Expansion Space and Sixth Expansion Space for
          electric usage.

     9.   Tenant  shall  be  solely  responsible  for  payment  of all  costs or
          expenses  with respect to demolition  of the Fourth  Expansion  Space,
          Fifth Expansion Space and Sixth  Expansion Space  ("Demolition"),  and
          such sums shall be collectable as Additional Rent within ten (10( days
          after  receipt  of  an  invoice  from  Landlord.  Notwithstanding  the
          foregoing,  Landlord shall be  responsible  for all costs and expenses
          that relate to Demolition that exceed $1.10 per square foot.

     10.  Fixed Rent shall be as follows:

          a)   Fourth Expansion Space: Fixed Rent for the Fourth Expansion Space
          (the "Fourth  Expansion  Space   Rent")    shall   commence  ("Fourth-
          Commencement Date") on the earliest of:

                i)   the  date  when  Landlord's  Work  has  been  substantially
          completed  as contemplated  in  Paragraphs  6a, 6b and 6c above (or on
          the date when landlord  would have done so but for delays attributable
          solely to Tenant), or

               ii) the date  Tenant  shall  occupy any of the  Fourth  Expansion
          Space,  and shall be payable  by Tenant  without  any prior  notice or
          demand  therefor,  and  without  any  abatement,  deduction  or setoff
          whatsoever,  in equal monthly installments in advance on the first day
          of each and every  calendar  month  during the Term of this lease,  to
          Landlord  or to  Landlord's  agent,  at such  place  as  Landlord  may
          designate to Tenant,  in lawful money of the United  States of America
          as follows:

<TABLE>
<CAPTION>

                                                       Monthly                   Annual Fixed Rent
               Period                                  Installment                  per Square Foot

<S>                                                    <C>                       <C>
Fourth-Commencement Date through May 31, 1999          $12,975.00                    $17.30*

June 1, 1999 through May 31, 2004                      $13,125.00                    $176.50*

June 1, 2004 through June 14, 2005                     $15,097.50                    $20.13*

*Plus Tenant's electric.
</TABLE>

        If the  Fourth-Commencement  Date is other  than the  first  date of the
        calendar  month,  then the Fourth  Expansion Space Rent for the calendar
        month in which said date occurs shall be prorated on a per diem basis. A
        similar credit shall be granted against the installment due for the rent
        during the month which is the month of the Expiration Date.

         h) Fifth Expansion Space:    Fixed Rent for the Fifth  Expansion  Space
         (the "Fifth  Expansion Space Rent") shall commence ("Fifth-Commencement
         Date") on the earliest of:

                  i) the  date  when  Landlord's  Work  has  been substantially
         completed  as  contemplated  in Paragraphs  6a,  6b and 6c  above  (or
         on the  date  when  Landlord  would  have  done so but  for  delays
         attributable solely to Tenant), or

                  ii) the date Tenant  shall  occupy any of the Fifth  Expansion
         Space,  and shall be  payable  by Tenant  without  any prior  notice or
         demand  therefor,  and  without  any  abatement,  deduction  or  setoff
         whatsoever,  in equal monthly  installments in advance on the first day
         of each and every  calendar  month  during the Term of this  Lease,  to
         Landlord  or to  Landlord's  agent,  at  such  place  as  Landlord  may
         designate to Tenant, in lawful money of the United States of America as
         follows:


<TABLE>
<CAPTION>

                                                       Monthly                   Annual Fixed Rent
                       Period                          Installment               per Square Foot

<S>                                                    <C>                       <C>
Fifth-Commencement Date through May 31, 1999           $18,561.25                $15.50*

June 1, 1999 through May 31, 2004                      $20,956.25                $17.50*

June 1, 2004 through June 14, 2005                     $24,105.68                $20.13*
*Plus Tenant's electric.

</TABLE>

          If the  Fifth-Commencement  Date is other  than the first  date of the
          calendar  month,  then the Fifth Expansion Space Rent for the calendar
          month in which said date occurs shall be prorated on a per diem basis.
          A similar credit shall be granted  against the installment due for the
          rent during the month which is the month of the Expiration Date.

          c)   Sixth Expansion  Space:  Fixed Rent for the Sixth Expansion Space
          (the "Sixth Expansion Space Rent") shall commence ("Sixth-Commencement
          Date") on the earliest of:

                  i) the  date  when  Landlord's  Work  has  been  substantially
         completed as  contemplated in paragraphs 6a, 6b and 6c above (or on the
         date  when  Landlord  would  have done so but for  delays  attributable
         solely to  Tenant),  or  Landlord  would  have  done so but for  delays
         attributable solely to Tenant), or

                 ii) the date  Tenant  shall  occupy any of the Sixth  Expansion
          Space,  and shall be payable  by Tenant  without  any prior  notice or
          demand  therefor,  and  without  any  abatement,  deduction  or setoff
          whatsoever,  in equal monthly installments in advance on the first day
          of each and every  calendar  month  during the Term of this Lease,  to
          Landlord  or to  Landlord's  agent,  at such  place  as  Landlord  may
          designate to Tenant,  in lawful money of the United  States of America
          as follows:


<PAGE>
<TABLE>

                                                      Monthly                   Annual Fixed Rent
                       Period                      Installment                  per Square Foot

<S>                                                <C>                          <C>
Sixth-Commencement Date through May 31, 1999         $1,291.67                     $15.50*

June 1, 1999 through May 31, 2004                    $1,458.33                     $17.50*

June 1, 2004 through June 14, 2005                   $1,677.50                     $20.13*
*Plus Tenant's electric.

</TABLE>


          If the  Sixth-Commencement  Date is other  than the first  date of the
          calendar  month,  then the Sixth Expansion Space Rent for the calendar
          month in which said date occurs shall be prorated on a per diem basis.
          A similar credit shall be granted  against the installment due for the
          rent during the month which is the month of the Expiration Date.

     11a. Notwithstanding anything else contained in this Agreement, the parties
          acknowledge that the Fourth Expansion Space, Fifth Expansion Space and
          Sixth   Expansion   Space   might  not  be   substantially   completed
          simultaneously.  Should the completion dates not be simultaneous,  the
          parties agree that the  obligation of the Tenant to pay Fixed Rent and
          Additional Rent in accordance with Paragraphs 10 and 13 hereunder, for
          the  space  that is  substantially  completed  is  independent  of its
          obligations regarding the space not yet substantially  completed (e.g.
          should the Fourth Expansion Space be substantially  completed prior to
          the Fifth  Expansion  Space and/or the Sixth  Expansion  Space, or the
          Fifth Expansion  Space prior to the Fourth  Expansion Space and/or the
          Sixth  Expansion  Space,  or the Sixth  Expansion  Space  prior to the
          Fourth Expansion Space and/or Fifth Expansion  Space),  and the Tenant
          shall be obligated to accept such substantially completed premises and
          to pay  Fixed  Rent  and  Additional  Rent  in  accordance  with  this
          Agreement for the space that is then substantially completed.

     11b. Landlord and Tenant agree that (i) if delivery of the Fourth Expansion
          Space is delayed  solely by the  negligence  or willful  misconduct of
          Landlord beyond  September 30, 1996, as such date has been extended by
          the number of days  attributable  to a Tenant Delay or an  Unavoidable
          Delay ("Outside Date"),  then the Tenant shall receive one day of free
          Fourth  Expansion  Space Rent for each two days during the period from
          the Outside Date to the substantial completion of the Fourth Expansion
          Space; (ii) if delivery of the Fifth Expansion Space is delayed solely
          by the negligence or willful misconduct of Landlord beyond the Outside
          Date,  then the Tenant shall  receive one day of free Fifth  Expansion
          Space Rent for each two days during the period  from the Outside  Date
          to the substantial  completion of the Fifth Expansion Space; and (iii)
          if  delivery  of the Sixth  Expansion  Space is delayed  solely by the
          negligence or willful  misconduct of Landlord beyond the Outside Date,
          then the Tenant shall  receive one day of free Sixth  Expansion  Space
          Rent for each two days during the period from the Outside  Date to the
          substantial completion of the Sixth Expansion Space.

     12.  Notwithstanding  anything else  contained in the Original Lease or any
          of the Amendments,  or herein, should Tenant exercise its option(s) to
          renew the term of the leased premises, as provided for in ss.2.5 of 
          the Original Lease, said renewal term(s) shall be operative for the 
          entire Premises  (as  such  term  is  defined   herein).  Furthermore,
          the calculation  to  determine  the Fixed Rent to be paid for each  
          option period  shall  include  the base rent that is  payable  because
          of the First Expansion Space,  Second Expansion Space, Third Expansion
          Space, Fourth  Expansion  Space,  Fifth  Expansion  Space and Sixth 
          Expansion Space.

     13.  Tenant's obligation to pay Tenant's Proportionate Share (as such share
          shall be  increased  giving  effect  to the  transaction  contemplated
          herein) of  Operating  Expenses  and Taxes,  as such  obligations  are
          expressed  in the  Lease,  shall  commence  on a) with  respect to the
          Fourth Expansion Space,  Fourth-Commencement  Date; b) with respect to
          the Fifth Expansion  Space,  the  Fifth-Commencement  Date and c) with
          respect to the Sixth Expansion Space, the Sixth-Commencement Date. The
          Base Tax Year and the Base  Operating  Expense Year, as defined in the
          Lease,  shall remain  unchanged for the purpose of calculating any and
          all  charges  to  Tenant.  Tenant and  Landlord  agree  that  Tenant's
          Proportionate  Share with respect to the Fourth Expansion Space is 4%.
          Tenant's Proportionate Share with respect to the Fifth Expansion Space
          is 6.5% and  Tenant's  Proportionate  Share with  respect to the Sixth
          Expansion  Space is .5%. All other items of  Additional  Rent shall be
          payable in accordance with the terms of the Lease as modified  herein.
          Notwithstanding  anything  contained  herein to the  contrary,  Tenant
          agrees to pay to Landlord, as Additional Rent, within thirty (30( days
          of the date Tenant executes this Agreement, the sum of Thirty Thousand
          ($30,000.00)  Dollars,  in  consideration of Landlord having agreed to
          modify, pursuant to this Agreement, the date fixed rent and additional
          rent is to commence  with respect to the Fourth  Expansion  Space from
          May 8, 1996 to the Fourth-Commencement Date (as defined above).

     14.  Tenant has inspected the Fourth Expansion Space, Fifth Expansion Space
          and  Sixth  Expansion  Space  and  accepts  the  same "As Is" in their
          present condition subject to Landlord's Work. Acceptance of possession
          by Tenant of the Fourth  Expansion  Space.  Fifth  Expansion  Space or
          Sixth  Expansion  Space  shall  (except to the extent  that Tenant has
          otherwise  notified  Landlord  within  30  days),  be  the  conclusive
          evidence  that  Landlord's   obligation  to  construct  said  accepted
          premises has been fully performed in accordance with the  requirements
          of this Agreement.

     15.  All tenant  improvements  constructed in the Fourth  Expansion  Space,
          Fifth Expansion Space and Sixth Expansion  Space,  whether by Landlord
          or by (or on behalf of) Tenant,  and whether at Landlord's or Tenant's
          expense, shall become part of the Premises and shall be and remain the
          property of Landlord, unless Landlord specifically agrees otherwise in
          writing.

     16.  Notwithstanding  paragraph 28.1 of the Original  Lease, in addition to
          the addresses  listed  therein,  Tenant shall furnish a copy of an and
          all notices, consents, approvals, requests and other communications to
          the following:

                           ARES Realty Capital, Inc.
                           One Atlantic Street
                           Stamford, Connecticut  06901
                           Attn:  Steve Jacobs

     17.  Tenant and Landlord, each respectively warrants and represents that it
          was not dealt with any  broker or real  estate  agent in connect  with
          this Fifth Amendment to Lease Agreement or its negotiation, other than
          Edward S. Gordon of New Jersey and Cashman & Wakefield  of New Jersey.
          Each party shall  indemnify and hold the other harmless from any cost,
          expense  or  liability   (including   costs  of  suit  and  reasonable
          attorneys' fees) for any  compensation,  commission or fees claimed by
          any real estate broker or agent in connection  with this  Agreement or
          its negotiation by reason of any act of the indemnifying party.

     18.  Notwithstanding  anything  to the  contrary  contained  in the  Lease,
          including  Section  2.6 of the  Original  Lease,  as such  section was
          modified by the Second Amendment,  Tenant agrees and acknowledges that
          the remaining  expansion  space square  footage that Tenant shall have
          the option to lease the remaining  vacant office space,  19,630 square
          feet.

     19.  The  covenants,  agreements,  terms and  conditions  contained in this
          Agreement  shall bind and inure to the benefit of the  parties  hereto
          and their respective legal successors and assigns.

     20.  This Amendment may not be changed  orally,  but only by writing signed
          by the party against which the enforcement thereof is sought.

     21.  Except as expressly modified by this Agreement,  the Lease and all the
          covenants,  agreements,  terms and conditions  thereof shall remain in
          full  force and effect and are  hereby in all  respects  ratified  and
          confirmed.


          IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands
and seals or caused their presence to be signed by its proper corporate officers
and caused it proper corporate seal to be hereunto affixed, the day and the year
first above written.

WITNESS;                                 THE MUTUAL LIFE INSURANCE
                                            COMPANY OF NEW YORK



_________________________________        By:/s/ Debra F. Kloper
                                            ________________________________
                                            Name: Debra F. Kloper, Senior V.P.
                                                  ARES Realty Capital, Inc.
                                            Authorized Signatory


WITNESS:                                  DIALOGIC CORPORATION



_________________________________         By:/s Edward B. Jordan
                                             ________________________________
                                             Vice President