EXHIBIT 10.11
                                      LEASE

          THIS  LEASE,  made as of this  30th  day of  September,  1998,  by and
between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, having an address of 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 07054 (the "Tenant").

                              W I T N E S S E T H :

          WHEREAS,  Landlord is the owner of the real  property  located at 1515
Route Ten,  Parsippany,  New Jersey (the  "Property") as more fully described on
the legal description set forth on Exhibit A annexed hereto;

          WHEREAS,  Landlord  currently  leases  to Tenant  all of the  existing
building  located on the Property  (the  "Existing  Building")  pursuant to that
certain lease dated August 31, 1993 as amended by those certain amendments dated
January 1, 1994,  January 20, 1994, July 19, 1994,  December 20, 1994, April 15,
1996,  November  21, 1997 and  September  30,  1998 (the lease as  amended,  the
"Existing Lease");

          WHEREAS,  Tenant has  requested and Landlord has agreed to construct a
new three-story building containing approximately 67,000 rentable square feet to
be located next to the Existing Building (the "Building"); and

          WHEREAS,  Tenant wishes to lease from Landlord and Landlord  wishes to
lease to Tenant the entire  Building  pursuant to the terms and  conditions  set
forth herein.

          NOW, THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth, and for 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 all of the space in the Building  which shall be  approximately  67,000
square feet (the  "Premises"),  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.  Within  thirty  (30)  days  after  the
Commencement Date,  Landlord shall cause the Premises to be measured pursuant to
the BOMA method and the exact square footage shall be deemed fixed in accordance
with such  measurements  with an  "add-on  factor" in  accordance  with the BOMA

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method. 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)  the  date  the  Premises  are  substantially   completed  in
accordance with Section 6.5 and possession of the Premises has been delivered to
Tenant; or

               (b) the date Tenant shall occupy the Premises or any part thereof
for the purpose 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 10th 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
Premises,  each for a period of five (5) years.  Each  option  shall be properly
exercised by Tenant only if (a) Tenant delivers  written notice of such exercise
one year prior to the  Expiration  Date, as same may be extended,  time being of
the essence with respect to such exercise,  (b) as of the date Tenant  exercises
the option and on the date  immediately  prior to the  option  term,  this Lease
shall not have been  previously  terminated or cancelled nor shall any breach or
default by Tenant of any of its obligations under this Lease be continuing,  and
(c)  Tenant  exercises  its  option in the  Existing  Lease to  extend  the term
thereof,  so that the option term of the  Existing  Lease and the option term as

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provided under this Section 2.5 shall be coterminous.  The Fixed Rent to be paid
during each option period shall be determined in accordance  with Section 3.1(b)
hereof.

          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:

                                     Rent Per
Lease Years                         Square Foot

Years 1 and 2                        $23.50
Years 3 and 4                        $25.00
Years 5 and 6                        $26.50
Years 7-8                            $28.00

Year 9 - Expiration  Date $29.50,  plus  Tenant's  electric  pursuant to Section
4.13. The first installment of Fixed Rent (prorated, if necessary) shall be paid
on the Commencement Date.

          (b) The Fixed  Rent to be paid for the  first  option  period  and the
second option period  referred to in Section 2.5 shall be the greater of (i) the
average of the Fixed Rent paid by Tenant for the 5 preceding  years  immediately
prior to the applicable option period,  and (ii) 95% of the fair market rent, as
hereinafter determined.

          (c) In the event that  Landlord  and Tenant  have not agreed  upon the
fair  market  rent for the  Premises  prior to the date which is ten (10) months
before the commencement of the option period,  such value shall be determined by
arbitration in the following manner:

               (i)  Landlord and Tenant shall have ten (10) days within which to
select,  with  reasonable  cooperation  and good faith,  one mutually  agreeable
arbitrator.  If Landlord and Tenant fail to agree on one  arbitrator  within the
ten (10) day period,  either  party may  promptly  request the  president of the
local  chapter of the American  Institute of Appraisers to appoint an arbitrator
for the matter,  and said  president's  selection shall be binding upon Landlord
and Tenant. Said president shall appoint as an arbitrator an individual with the
following  qualifications:  a licensed MAI real estate appraiser having at least
ten (10) years experience,  generally  recognized  competence in valuing offices
leases in the  Township  of  Parsippany,  New  Jersey,  and who has never been a
direct or indirect employee,  agent or affiliate of either Landlord or Tenant or
any of their affiliates;

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               (ii) Landlord and Tenant shall each submit to the arbitrator,  in
writing, its good faith determination of the fair rental value of the Premises;

               (iii) The  arbitrator  selected must choose either  Landlord's or
Tenant's good faith  determination  of the fair rental value of the Premises and
the  arbitrator's  choice  shall be final  and  binding  upon  the  parties.  In
determining  the fair rental value of the Premises  and which of  Landlord's  or
Tenant's  determinations  to select,  the arbitrator shall consider all relevant
factors,  including without limitation, the length of the renewal term, the size
and credit  worthiness of Tenant,  the size, age,  condition and location of the
Premises and the Building,  concessions,  abatements  and  allowances and Tenant
improvements.  From the date of  appointment,  the arbitrator  shall have thirty
(30) days within  which to render a decision as to the fair rental  value of the
Premises.  If the  arbitrator  fails to render a decision  within the applicable
30-day  period,  either  party  shall  have the  right to apply to the  American
Arbitration  Association for a decision.  Except as provided  above,  each party
shall  pay (1) its own  costs  and  expenses,  including,  but not  limited  to,
attorney and witness fees incurred in connection with such arbitration,  and (2)
one-half of the cost charged by the arbitrator; and

               (iv) Judgment upon the award rendered by the arbitrator  shall be
binding  upon  the  parties  and  may be  entered  in  any  court  of  competent
jurisdiction.

          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 12 month period  following
the Commencement Date.

          "Base Taxes" shall mean an amount equal to the product of (a) the real
estate tax rate in effect for the year in which the Premises  are  substantially
completed in  accordance  with  Section  6.5, and (b) the assessed  value of the
Building as of the date the Building is fully  assessed as a completed and fully
occupied Building.  If the Building is not fully assessed by the last day of the

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year in which the Premises is  substantially  completed,  Landlord  shall make a
reasonable  determination  of the  Base  Taxes,  which  determination  shall  be
adjusted  when  the  Building  is  fully  assessed  by  the  appropriate  taxing
authority.

          "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
improvements  (as determined in accordance  with generally  accepted  accounting
principles) items, other than the following capital improvements which are to be
included in Operating  Expenses:  (i)  improvements  required by any  applicable
laws, codes,  rules and regulations or the National Board of Fire  Underwriters,
the New  Jersey  Board of Fire  Underwriters  or any other body  having  similar
jurisdiction,  or (ii)  improvements,  equipment or machinery  installed for the
purpose of reducing energy consumption or reducing other Operating Expenses. Any
capital improvements  included in Operating Expenses shall be amortized over the
useful  life  of such  improvements,  equipment  and  machinery  (determined  in
accordance  with generally  accepted  accounting  principals),  with an interest
factor  calculated  using the lower of (x) the  interest  rate being  charged to
Landlord for financing such improvement,  equipment and/or machinery, or (y) the
Prime Rate (as  defined in Section  21.1).  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

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arms-length  transactions  in  order to be  includable  in  operating  expenses.
Notwithstanding anything to the contrary contained herein, as long as this Lease
encumbers the entire Building,  Landlord shall not include in Operating Expenses
the amortized  cost of making any  improvements  or purchasing  any equipment or
machinery  installed for the purpose of reducing energy  consumption or reducing
other Operating Expenses,  unless Tenant has approved, in writing, the making of
such improvements or the purchase of such equipment or machinery, which approval
shall not be unreasonably withheld or delayed.

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

          "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 road 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

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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  calendar  year in which the
Commencement Date occurs.

          "Tenant's Proportionate Share" shall equal 100%.

          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

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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. (a) If Operating Expenses payable in any Operational Year falling
wholly or  partially  within the Term shall be greater  than the Base  Operating
Expenses,   Tenant  shall  pay  to  Landlord,   as  Additional  Rent,   Tenant's

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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,  unless
Landlord  delivers  to  Tenant  documentation  reasonably  acceptable  to Tenant
showing  that the  Operating  Expenses  will  increase  by more than 110% of the
Operating Expenses for 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  (1/12) 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. 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]

<PAGE>

          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 Section shall be
collectible  by Landlord in the same manner as Fixed Rent,  and  Landlord  shall
have the same rem edies 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) to the applicable utility company, Tenant's
electricity  used in the  Premises,  the usage of which  shall be  measured by a
meter installed by Landlord,  at its sole cost and expense,  and (b) to Landlord
all actual costs of electric for overtime  HVAC costs,  the usage of which shall
be measured by a meter installed by Landlord,  at its sole cost and expense. If,
at any time during the Term this Lease does not  encumber  the entire  Building,
then the cost of the  electricity  used within the Common  Areas of the Building
shall  be  included  in  Operating  Expenses,  and  Tenant  shall  pay  Tenant's

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Proportionate Share thereof.  Notwithstanding anything to the contrary set forth
in this Section 4.13,  Landlord shall be  responsible  for the cost of providing
electricity  for HVAC services to the Premises during Business Hours (as defined
in Section 9.1 hereof).

          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.  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 Expiration Date.

          5. Electricity.

          5.1.  Landlord  shall,  at  its  sole  cost  and  expense,  cause  the
electrical  power  to be  supplied  to  the  Premises  in  accordance  with  the
specifications  set forth in  Exhibit  B. As long as this  Lease  encumbers  the
entire  Building,  Tenant  shall have the right to arrange  with,  and have sole
discretion to select, the electric utility company to provide electricity to the
Premises in accordance with Section 4.13 hereof. At such time as this Lease does
not  encumber  the entire  Building,  Landlord  shall make the  selection of the
utility  company  supplying  electricity to the Building.  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
reason not  attributable to Landlord.  Except for Landlord's  obligations  under
Article 6 herein,  Tenant shall furnish and install  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.

          5.2.  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.

<PAGE>

          6.1 Landlord  agrees,  at its sole cost and expense,  to construct the
Building substantially in accordance with the Fundamental Design Report attached
hereto as Exhibit B, and the Plan titled "Site Plan Dialogic,  Inc." prepared by
Michael B. McNally, dated February, 1998, (and last revised on August 17, 1998),
consisting of 16 pages,  and  referenced as Project  Number 97041 (the "Building
Plans"),  a copy of which has been delivered to Tenant.  Landlord covenants that
the Building  shall be  constructed  in a  first-class  manner.  Landlord  shall
consult  with  Tenant  regarding  the  materials  used for the  exterior  of the
Building,  provided,  however,  that in no event shall  Tenant have the right to
dictate to Landlord the types of materials to be used for such exterior.

          6.2. (a) Landlord shall cause to be constructed  certain  improvements
to the Premises in  preparation  for Tenant's  occupancy  (the  "Initial  Tenant
Improvements")  in  accordance  with the plans and  specifications  referred  to
herein.  Landlord  shall pay for the cost of  constructing  the  Initial  Tenant
Improvements,  including the cost of all  architectural and engineering plans in
connection  therewith.  Tenant  shall  reimburse  Landlord  for  all  Costs  (as
hereinafter  defined)  incurred by Landlord in connection with  constructing the
Initial Tenant  Improvements  which are in excess of $25.00 per rentable  square
foot  of  leased  space  (the  "Allowance").  Notwithstanding  anything  to  the
contrary,  Landlord shall be solely  responsible  for the cost of installing the
electrical meters in the Premises and the Allowance shall not be applied to such
costs.  After the  Initial  Tenant  Improvements  are  substantially  completed,
Landlord  shall deliver to Tenant an invoice  evidencing  the cost of completing
the Initial  Tenant  Improvements  in excess of the  Allowance  and Tenant shall
reimburse  Landlord for such Costs within thirty (30) days after receipt of such
invoice.  The term "Costs" shall mean all actual costs  incurred by Landlord for
work performed or caused to be performed by Landlord, its architects, engineers,
contractors  and  subcontractors,  including,  but not  limited  to, the cost of
materials,  labor, permits, approvals and insurance. Costs shall not include any
fees  payable to Landlord in  connection  with its  construction  of the Initial
Tenant Improvements,  nor shall it include the payment for any salaries or other
internal costs of Landlord in connection with such construction.

               (b)  Landlord  shall  obtain  bids for  constructing  the Initial
Tenant  Improvements  from  five (5)  contractors,  three (3) of which are to be
selected  by Landlord  and two (2) of which are to be  selected  by Tenant.  The
bidding shall be done on a sealed bid basis,  and Landlord and Tenant shall open
all bids  together.  If,  either  Landlord  or Tenant  desires not to select the
lowest  bidder  among the  contractors  and the bid  rendered by the  contractor
preferred by either  Landlord or Tenant exceeds $25.00 per rentable square foot,
Landlord and Tenant shall  promptly meet and use all good faith efforts to agree
upon the  selection  of the general  contractor  to perform  the Initial  Tenant

<PAGE>

Improvements. In the event that Landlord and Tenant cannot agree within five (5)
days after  submission of all bids,  Landlord shall have the right to select the
lowest  bidder  among  the  bidding  general  contractors.   Landlord  shall  be
responsible for obtaining all necessary permits and governmental  authorizations
required in connection with the Initial Tenant  Improvements  (the cost of which
shall be included in the  Allowance).  Landlord  represents that all contractors
and  subcontractors  will be properly licensed and qualified to perform the work
contracted  for.  Except  as  expressly   provided   above,   all   contractors,
subcontractors,  contracts,  subcontracts  and other  construction  documents in
connection with the Initial Tenant Improvements shall not be subject to Tenant's
approval.  Tenant  shall  have the  right  (whether  or not  through  an  agent,
contractor or independent architect) to inspect the Premises, from time to time,
prior to the Commencement Date to verify the progress of construction,  provided
that Tenant coordinates such inspections with Landlord's general contractor.

          6.3. (a) Landlord  shall use all  reasonable  efforts to submit to the
Township of Parsippany,  New Jersey (the "Township") the construction  plans and
specifications for the construction of the shell of the Building,  together with
all  applications  necessary  in  Landlord's  reasonable  judgment  to  obtain a
building  permit  for  the  construction  of  the  shell  of the  Building  (the
"Submission  Documents")  by October 13, 1998 (such date, as it may be extended,
is hereinafter referred to as the "Submission Date"); provided, however, that if
Tenant and the  architect  designated  by Landlord have not agreed in writing to
those  items of the  Initial  Tenant  Improvements  which will  impact  upon the
construction  of the Building shell by September 4, 1998,  the  Submission  Date
shall be  extended  to a date which is four (4) weeks  after the date Tenant and
the architect so agree.

               (b) Landlord  shall use all reasonable  efforts to  substantially
complete  construction  of the  Building  and the  Initial  Tenant  Improvements
pursuant to Section 6.5 hereof by  September  1, 1999 (such date is  hereinafter
referred to as the "Anticipated  Completion  Date").  In the event that Landlord
has not  substantially  completed  construction  of the Building and the Initial
Tenant  Improvements  by  November  30,  1999,  as such date may be  extended or
reduced as a result of a Tenant  Delay,  an  Unavoidable  Delay or  pursuant  to
Sections  6.3(c) and (e) (such date is  hereinafter  referred to as the "Outside
Completion  Date"),  then,  beginning on the Commencement  Date, Tenant shall be
entitled to a  day-for-day  abatement  of Fixed Rent for each day that  Landlord
delivers  the  Premises  (with the  Initial  Tenant  Improvements  substantially
completed) to Tenant after the Outside Completion Date.

<PAGE>

               (c) Notwithstanding anything to the contrary set forth in Section
6.2(b)  above,  if  Landlord  fails to submit the  Submission  Documents  by the
Submission  Date, the Outside  Completion Date shall be reduced on a day-for-day
basis for each day that the  Submission  Documents are submitted to the Township
after the Submission Date.

               (d) If Landlord fails to deliver the Premises to Tenant by May 1,
2000 with the Initial Tenant Improvements  substantially completed in accordance
with the terms of this Lease,  Tenant  shall have the right to deliver a written
termination  notice (the  "Termination  Notice") to  Landlord  terminating  this
Lease, at any time prior to the delivery of the Premises with the Initial Tenant
Improvements  substantially completed. If Tenant delivers the Termination Notice
to Landlord, this Lease shall terminate and be of no further force and effect as
of the  later of June 1,  2000 or the  thirtieth  (30th)  day  after  Landlord's
receipt of such notice, unless Landlord delivers the Premises to Tenant with the
Initial Tenant Improvements substantially completed in accordance with the terms
hereof by the later of June 1, 2000 or the  expiration  of such  thirty (30) day
period, in which event Tenant's  Termination  Notice shall be null and void, and
this Lease shall continue in full force and effect.

               (e)  Tenant  shall use all  reasonable  efforts  to  prepare  and
deliver to Landlord the schematic plans for the Initial Tenant Improvements (the
"Schematic  Plans") on or before  December 15, 1998.  If Tenant fails to deliver
the  Schematic  Plans to Landlord  prior to December 15, 1998,  then the Outside
Completion  Date shall be extended on a day-for-day  basis for each day that the
Schematic Plans are submitted after December 15, 1998. Landlord shall deliver to
Tenant written notice that it has approved or  disapproved  the Schematic  Plans
(which  approval  shall  not be  unreasonably  delayed)  as soon  as  reasonably
possible,  but in no event later than ten (10) business  days,  after receipt of
the Schematic  Plans.  If Landlord  disapproves of the Schematic  Plans,  Tenant
shall make all changes  requested by Landlord and deliver the revised  Schematic
Plans within ten (10)  business  days after  Landlord's  notice of  disapproval.
Landlord,   at  Tenant's  expense,   shall  deliver  construction  drawings  and
specifications for the Initial Tenant Improvements to Tenant consistent with the
Schematic  Plans within six (6) weeks of  Landlord's  approval of the  Schematic
Plans.  Tenant's comments to the construction  drawings and specifications  (the
"Final  Plans") shall be provided as soon as reasonably  possible after delivery
of  construction  documents,  but in no event later than ten (10)  business days
after receipt of the drawings.  Landlord shall not commence  construction of the
Initial Tenant Improvements until Tenant has approved the Final Plans.

<PAGE>

          6.4.  If Tenant  decides to amend,  change or modify  the Final  Plans
after the Final Plans have been  approved by  Landlord,  Tenant  shall submit to
Landlord for its approval (which approval shall not be unreasonably  withheld) a
reasonably detailed description of a proposed amendment,  change or modification
(hereinafter  referred to as a "Change  Order").  Within ten (10) business days
after  receipt of the Change  Order,  Landlord  shall notify  Tenant  whether it
approves or disapproves the Change Order, the estimated  construction  costs for
the Change Order and the effect,  if any, of the Change Order on the Anticipated
Completion  Date. If Landlord  approves the Change Order,  Landlord shall notify
Tenant of such approval and Tenant shall notify Landlord whether it approves the
estimated cost and the effect, if any, on the Anticipated Completion Date within
five (5) business days after Tenant's  receipt of Landlord's  notice.  If Tenant
fails to notify  Landlord of Tenant's  approval  of the  estimated  cost and the
effect on the  Anticipated  Completion  Date within said five (5)  business  day
period,  then Tenant shall be deemed to have  disapproved the estimated cost and
effect on the  Anticipated  Completion  Date.  Notwithstanding  anything  to the
contrary contained herein, Landlord shall not proceed with the work shown on any
approved Change Order unless Tenant has approved Landlord's determination of the
cost and effect of the Change Order.

          6.5. The Premises shall be conclusively  deemed available for Tenant's
occupancy on, and the Commencement  Date shall be, the date all of 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 Tenant 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  written  notice  of the  occurrence  of the  events
described in Subsections (a) and (b) has been given to Tenant; and

          (d) sixty (60) days after Tenant is first given access to the Premises
to install its trade fixtures and other equipment,  provided, however, that such
sixty (60) day period  shall be extended if  Landlord  requests  Tenant to cease
such  installation  pursuant  to  Section  6.10  by  the  number  of  days  such
installation has ceased at the request of Landlord.

<PAGE>

          6.6. The term "Tenant Delay" shall mean any delay in the completion of
the Initial Tenant  Improvements  or in the  satisfaction  of any conditions set
forth in Section 6.5 to the extent such delay is due in substantial  part to any
act or omission of Tenant, its agents,  employees, or contractors.  Tenant Delay
shall include:  (a) delays in the delivery by Tenant of the Schematic  Plans and
approval of the Final Plans;  (b) delays arising from Change Orders requested by
Tenant;  (c) delays in obtaining any item  requested by Tenant which is not part
of Landlord's base building work as described on Exhibit B; and (d) a request by
Tenant  that  Landlord  suspend  or  otherwise   hold-up   proceeding  with  the
fabrication or  construction  of any portion of the Initial Tenant  Improvements
because of a possible change therein by Tenant or for any other reason. Landlord
shall provide written notice to Tenant of any Tenant Delay.

          6.7. If Landlord shall fail to deliver the Premises to Tenant with the
Initial Tenant Improvements substantially completed (as provided in Section 6.5)
prior to the expiration of the Outside  Completion  Date, and provided that such
failure shall not have been caused in substantial  part by or been  attributable
to (a) any  Unavoidable  Delay (as  defined in Section  38  hereof),  or (b) any
Tenant Delay (as defined in Section 6.6  hereof),  Tenant shall be entitled to a
credit (the "Rent Credit") against the installments of Fixed Rent first accruing
under this Lease  subsequent  to the  Commencement  Date until such Rent  Credit
shall be fully applied, in an amount equal to one day of Fixed Rent for each day
commencing  on the  Anticipated  Completion  Date,  and  continuing  through and
including  the  date  in  which  the  Premises  is  substantially  completed  in
accordance with the provisions of Section 6.5 hereof.  Notwithstanding  anything
to the contrary contained herein, if Landlord shall fail to deliver the Premises
to Tenant with the Initial Tenant Improvements  substantially completed prior to
the Anticipated  Completion Date, and provided that such failure shall have been
caused by or  attributable  to either an Unavoidable  Delay or any Tenant Delay,
then one day shall be added to the  Anticipated  Completion Date for each day in
case of an Unavoidable  Delay, from and after the date of the occurrence of such
event until the delay  attributable to such Unavoidable Delay shall cease or, in
the case of a Tenant  Delay,  from and after the  occurrence of the Tenant Delay
until the delay attributable to such Tenant Delay shall cease.

          6.8. By entering into occupancy of any part of the Premises (excluding
access as contemplated by Section 6.10),  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,

<PAGE>

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.

          6.9. 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.

          6.10. At least sixty (60) days prior to the Commencement  Date, Tenant
shall be permitted  access to install its trade  fixtures  and other  equipment,
provided,  that in no event shall Tenant  interfere  with the  completion of the
Initial Tenant  Improvements  in connection  with its  installation of its trade
fixtures and other equipment and Tenant shall immediately cease any such work if
Landlord  notifies  Tenant  that  such  installation  is  interfering  with  the
construction of the Initial Tenant Improvements.

          6.11.  Landlord shall cause, at its expense,  the Building,  including
the access areas into the Building and doorways, to be delivered and maintained,
and the Initial Tenant  Improvements  to be delivered (but not  maintained),  in
compliance  with  all laws  (including  the  provisions  of the  Americans  with
Disabilities  Act (the "ADA")).  Tenant,  at its sole cost and  expense,  shall
maintain the Initial Tenant Improvements,  and construct and maintain any future
alterations, in compliance with all laws (including the ADA).

          6.12. (a) As part of the construction of the Building,  Landlord shall
build an enclosed one story bridge  connecting  the second floor of the Building
to the second floor of the Existing  Building (with a sidewalk and access to the
buildings on the first floor), with materials  consistent with those used in the
Building.  Such construction  shall include the connection to both the first and
second  floors of the Building and the Existing  Building.  In addition,  at the
request of Tenant,  Landlord  shall  purchase  and install  one or more "static
switch(es)" for the Building and/or the Existing  Building.  The  specifications
for the static  switch(es) shall meet the  specifications  determined by Tenant.
The  construction of the bridge and the purchase and  installation of the static
switch(es)  shall not be deemed part of the  Initial  Tenant  Improvements,  and
Landlord's  failure to complete such bridge and install the static switch(es) by
the  Anticipated  Completion  Date shall in no way affect the  determination  of
whether  the  Commencement  Date has  occurred  pursuant  to Section 6.5 hereof.
Landlord shall use reasonable efforts to minimize its interference with Tenant's
operations in the Existing  Building  caused by the  construction  of the bridge
and/or the static  switch(es),  provided,  that,  in no event shall  Landlord be
required to perform such work after Business Hours.

<PAGE>

               (b)  Landlord  shall pay for the first  $750,000  of the Costs to
build the bridge and purchase and install the static  switch(es) as specified in
subsection (a) above. If the Costs of constructing the bridge and purchasing and
installing  the  static  switch(es)  is  greater  than  $750,000,  Tenant  shall
reimburse  Landlord  for the Costs  thereof  within  thirty  (30) days  after an
invoice,  marked paid by the applicable vendor,  specifying in reasonable detail
the amount paid by Landlord is delivered to Tenant. If the Costs of constructing
the  bridge  and  purchasing  and  installing  static  switch(es)  is less  than
$750,000,  the  difference  shall  be added  to the  Allowance.  Notwithstanding
anything to the contrary  contained in this Section 6.12,  if, at the request of
Tenant  Landlord  does  not  build  the  bridge,  then  Landlord  shall  have no
obligation  to pay for the  cost of  purchasing  and/or  installing  the  static
switch(es)  and there shall be no amount  added to the  Allowance as provided in
the immediately preceding sentence.

          7. Alterations

          7.1. Following the completion of the Initial Tenant  Improvements,  as
long as there is no  continuing  Event of Default  by Tenant  under the terms of
this Lease,  Tenant may,  upon prior notice to Landlord and  submission of plans
and  specifications  to Landlord,  if applicable,  make interior  non-structural
additions or improvements  to or alterations to the Premises,  having a cost not
to exceed  $200,000.00,  either  individually  or in the  aggregate,  with other
alterations  made within a twelve (12) month period,  as long as the same do not
affect,  alter,  interfere  with or disrupt any of the  electrical,  mechanical,
plumbing or other systems in the Building,  or the outside  appearance,  roof or
any  structural  element  of  the  Building  (collectively  or  individually,  a
"Building Disruption"). A Building Disruption shall not include minor changes to
the  electrical or HVAC systems in the Premises  resulting from an alteration to
the Premises which does not interfere with the electrical or HVAC systems in the
space of any other tenant in the Building, if any.

          7.2.  Tenant  shall  not  make  any  addition  or  improvement  in  or
alteration of the Premises which (a) has a cost in excess of $200,000.00, either
individually  or in the aggregate  with other  alterations  made within a twelve
(12)  month  period,  or (b) is a  Building  Disruption  (any  such  work  being
hereinafter  referred to as "Major Work"),  unless  Tenant  submits to Landlord
detailed plans and specifications therefore and Landlord approves such plans and
specifications  in writing,  which approval may not be unreasonably  withheld or
delayed by Landlord,  provided  Landlord may withhold  such approval in its sole
discretion for Major Work impacting  Building systems,  the outside  appearance,
roof or any structural element of the Building.

<PAGE>

          7.3.  After  completion  of such Major Work,  Tenant  agrees to pay to
Landlord,  within thirty (30) days after  delivery by Landlord of  documentation
reasonably  acceptable to Tenant  evidencing such costs,  Landlord's  actual and
reasonable  costs for reviewing  Tenant's  plans and overseeing the work for any
alterations,   improvements  or  additions  made  pursuant  to  this  Article  7
constituting  Major Work,  not to exceed five percent (5%) of all costs incurred
by Tenant in making such alterations, improvements or additions.

          7.4. (a) If Tenant  performs any  subsequent  alterations  pursuant to
Section 7.1 or 7.2, 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 and any other insurance
reasonably  requested by Landlord,  naming as an  additional  insured  Landlord,
Landlord's  property  manager,  and  any  holder  of  a  Superior  Mortgage  (as
hereinafter  defined)  as their  interest  may  appear,  in amounts  and in form
reasonably  acceptable  to  Landlord.  Tenant  agrees to obtain  and  deliver to
Landlord  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,  at
Tenant's  expense,  within 30 days after  Tenant's  notice of the filing of such
lien.

               (b) Tenant shall perform any additional improvement or alteration
in a good and  workmanlike  manner and in compliance  with all applicable  legal
requirements and in accordance with the standards, if any, of the National Board
of Fire Underwriters or other organizations exercising similar functions.

               (c) All  materials  and  workmanship  shall be of at least  equal
quality to the Initial Tenant Improvements.

               (d) In all events,  Landlord shall be permitted to designate,  in
its own absolute discretion, the contractor(s) to be used by Tenant for heating,
ventilation and air-conditioning  ("HVAC"),  plumbing,  electrical or mechanical
work,  which  contractor  shall be the contractor then used by Landlord for such
systems in the Building.  Such  contractor  shall carry  workers'  compensation,
general  liability,  automobile  liability,  property damage insurance and other
insurance  reasonably  carried by contractors  performing such work. If Landlord
does not  designate  its own  contractors  to perform the work set forth in this

<PAGE>

Section  7.4(d),  Tenant may designate its own  contractor to perform such work,
provided,  that Landlord  approves such contractor,  which approval shall not be
unreasonably  withheld.  Tenant hereby waives any rights,  of any kind or nature
whatsoever,  it may now or hereafter  have  against  Landlord as a result of any
loss,  cost or expenses  (including  attorney's  fees),  foreseen or unforeseen,
incurred  by  Tenant   solely  by  virtue  of  Tenant's   required  use  of  the
contractor(s) so selected by Landlord.

          7.5. All improvements to the Premises,  including without  limitation,
the Initial Tenant Improvements and all fixtures, paneling, 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  Tenant  Improvements,  Landlord  shall
inform Tenant what of the Initial  Tenant  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.
Notwithstanding  anything to the contrary contained in this Section 7.5,  at the
end of the term of this Lease  Tenant  shall not have the  obligation  to remove
from the Premises raised flooring,  stairways, vaults or the improvements in the
engineering  offices.  

          7.6 Tenant agrees not to employ,  either  directly or  indirectly,  or
permit the employment of, any contractors, subcontractors, materialmen, laborer,
vendor,  mover or any  other  party  ("Contracting  Parties")  employed  for any
services  relating to or in connection  with the Premises  which,  in Landlord's
sole opinion, would create any difficulty, strike or jurisdictional dispute with
other  Contracting  Parties  engaged by Tenant,  Landlord,  other tenants in the
Building or others, or would in any way disturb the  construction,  maintenance,
cleaning, repair, management,  security or operation of the Building or any part
thereof.  Tenant,  upon demand by  Landlord,  shall  cause all such  Contracting
Parties  causing  such  interference,  difficulty  or  conflict,  to leave or be
removed from the Building immediately.

<PAGE>

          8. Repairs and Maintenance.

          8.1. Landlord, at its expense, shall keep, maintain and repair in good
condition the HVAC,  exterior walls  (including,  but not limited to, preventing
water leaks) and windows,  roof, structural elements and building systems of the
Building and the parking  areas and  landscaping  on the  Property.  The cost of
performing such maintenance and repairs shall be included in Operating  Expenses
to the extent permitted pursuant to Section 4.2 hereof. Notwithstanding anything
to the contrary set forth in this Section 8.1,  Tenant (and not Landlord)  shall
be  responsible  for the  maintenance of the items listed in this Section 8.1 to
the extent any repairs arise out of the fault or negligence of Tenant.

          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  except for those portions of the Premises which are
Landlord's  responsibility  as set forth in  Section  8.1  above.  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 Tenant  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
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 On the  Commencement  Date,  Landlord  shall deliver to Tenant the
Building's mechanical and electrical systems in good working order.

<PAGE>

          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) 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)  (collectively,
"Business Hours"); (c) water for ordinary purposes; and (d) cleaning services in
accordance with Exhibit 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 6 p.m. to 11 p.m.,  Monday through Friday;  and 9 a.m. to 4 p.m. on
Saturdays and Sundays. In addition,  Landlord shall maintain three full time (3)
building  engineers  and one (1) full time day porter for both the  Building and
the Existing Building. At any time during the Term that this Lease encumbers the
entire Building, Tenant shall have the right to assume the obligation to provide
guard service for the Building by delivering written notice thereof to Landlord.
If Tenant  assumes such  obligation,  Landlord  shall  reimburse  Tenant for the
actual  and  reasonable  costs  incurred  by Tenant for  maintaining  such guard
service.  In no event shall the amount Landlord is obligated to reimburse Tenant
for  providing  such guard  service  exceed the cost  incurred  by  Landlord  in
providing such guard service  immediately  prior to the date that Tenant assumes
the obligation to provide such service,  or, if Landlord has never provided such
guard  service,  the  proportionate  share of the cost Tenant is  reimbursed  by
Landlord for guard service in the Existing  Building.  Landlord shall  reimburse
Tenant  within  thirty  (30) days  after  receipt  of  documentation  reasonably
acceptable to Landlord evidencing that Tenant has paid for such guard service.

          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 and will use commercially  reasonable  efforts to effect the repairs,
alterations and replacements.

          9.3. (a) In addition to any rights of Tenant under Section 9.3(b),  if
permitted by applicable laws, Tenant shall have the right to place  supplemental
HVAC  equipment  and a satellite  dish on the roof of the  Building.  Tenant may

<PAGE>

request  and  Landlord  shall  designate  an  area  on  the  Building  roof  for
supplemental  HVAC  equipment and a satellite  dish which shall be purchased and
installed by Tenant.  Landlord  shall review all plans and  Landlord's  approval
shall not be  unreasonably  withheld or delayed.  Tenant shall pay all costs for
reinforcing  the roof to support the  supplemental  system  and/or the satellite
dish.  Landlord  shall  have  the  right  to  perform  any  work  regarding  the
reinforcement of the roof, at Tenant's expense. At the expiration of this Lease,
Tenant shall restore the Building and Premises to the condition  existing  prior
to any modifications for supplementary HVAC and the satellite dish.

               (b)  During  the  time  that  this  Lease  encumbers  the  entire
Building,  Tenant shall be permitted to place supplemental HVAC equipment and/or
a satellite dish on an y portion of the Property, provided the location of which
is reasonably acceptable to Landlord and such installation is in compliance with
all applicable laws and regulations.  If, at any time during the Term this Lease
does not encumber the entire Building,  then, upon request by Landlord,  Tenant,
at its sole cost and expense, shall place such equipment and/or dish on the roof
of the  Building,  and in such event  Tenant shall  comply with  subsection  (a)
above.

          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  $3,000,000  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'

<PAGE>

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.

          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 Tenant 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
maintained by Landlord 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  engineering  labs,  general
business,   professional,   executive,  and  administrative  offices,  and  such
activities as are normally incidental thereto. 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

<PAGE>

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 provisions 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 Exhibit D 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
Section1014(14)  of the Comprehensive  Environmental  Response  Compensation and
Liability Act of 1980,  as amended from time to time (42 U.S.C.  Section 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

<PAGE>

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.

          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

<PAGE>

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  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) If,  at any  time  during  the  renewal  periods,  Tenant  is
occupying less than seventy percent (70%) of the Premises, then Tenant agrees to
pay to Landlord one hundred  percent  (100%) of any Net Profits (as  hereinafter
defined) received by Tenant from its assignee or subtenant with respect thereto.
For  purposes  hereof,  the term  "Net  Profits"  shall  mean,  in the case of a
sublease, the amount by which the aggregate of all rents,  additional charges or
consideration  payable  under a sublease to Tenant by the  subtenant  (including
sums paid for the sale or rental of Tenant's fixtures,  leasehold  improvements,
equipment,  furniture or other personal  property to the extent such sums exceed
the fair market value or fair market rental value of such items, as the case may
be)  exceed  the sum of (i) the Fixed  Rent plus all  amounts  payable by Tenant
pursuant to the provisions  hereof during the term of the sublease in respect of
the sublease space,  including  Additional Rent, and (ii) brokerage  commissions
due and owing to a real estate  brokerage firm in connection  with the sublease,
together  with legal  fees,  architectural  and  engineering  fees,  advertising
expenses and construction costs and allowances  incurred by Tenant in connection
with such sublease;  and in the case of an  assignment,  the amount by which all
sums and  considerations  paid to Tenant by an  assignee of this Lease for or by
reason  of such  assignment  (including  sums  paid  for the sale or  rental  of
Tenant's  fixtures,  leasehold  improvements,   equipment,  furniture  or  other
personal  property to the extent such sums exceed the fair market  value or fair
market  rental  value  of such  items,  as the case  may be)  exceed  the sum of
brokerage  commissions  due  and  owing  to a real  estate  brokerage  firm,  in
connection  with the  assignment,  together with legal fees,  architectural  and
engineering  fees,  advertising  expenses and construction  costs and allowances
incurred by Tenant in connection with such  assignment,  plus the Fixed Rent and
all other  amounts  payable by Tenant,  including  Additional  Rent,  payable by
Tenant hereunder for the remainder of the Term;

               (g)  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

<PAGE>

               (h) 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. 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.

          12.4.  Landlord's  approval of any  assignment  or  sublease  shall be
conditioned  upon Landlord  approving  the executed  copy of each  assignment or
subletting  agreement,  which  approval  shall not be  unreasonably  withheld or
delayed.  Any sublease shall provide that it is subject and  subordinate to this
Lease and to the  matters to which this  Lease is  subordinate,  and that in the
event of a  termination  of this Lease,  such  subtenant  shall,  at  Landlord's
option,  attorn to Landlord  as its  sublessor  pursuant to the then  applicable
terms of such  sublease for the  remaining  term  thereof,  except that Landlord
shall not be (a) liable for any  previous act or omission of Tenant as sublessor
under such sublease, (b) subject to any offset which theretofore accrued to such
subtenant  against  Tenant,  or (c) bound by any previous  modification  of such
sublease not  consented to in writing by Landlord or by any previous  payment of
rent more than one (1) month in advance.
 
          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

<PAGE>

for ten (10)  days from the date  Landlord  delivers  to  Tenant  notice of such
failure;

               (b) an Event of Default (as such term is defined in the  Existing
Lease) has occurred under the Existing Lease;

               (c) 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  necessary to complete the curing
thereof with diligence);

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

               (e) 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  present 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;

               (f) 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

<PAGE>

person,  firm or corporation other than Tenant except as if expressly  permitted
under Article 12;

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

               (h) 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 this 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) reenter  the  Premises,  and remove all persons and  property
therefrom, either by summary proceedings or by any suitable action or proceeding
at law; and/or

<PAGE>

               (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 non-prevailing party
shall  pay  reasonable  attorneys'  fees  and  costs  of the  prevailing  party.
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 relet the  Premises or any portion or portions
thereof  during said period,  Landlord  shall  credit  Tenant with the net rents
received by Landlord  from such  reletting,  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  reletting  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 relet 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  reletting,  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 (as
defined in Section 21.1 hereof), of the excess of (i) the aggregate of the Fixed
Rent and the Additional Rent payable  hereunder which would have been payable by

<PAGE>

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 fair
market 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 relet 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 reletting  shall,  prima facie,  be the rental
value, for purposes of Section 14.2(b),  for the Premises,  or part thereof,  so
relet during the term of the reletting. Landlord shall in no event and in no way
be  responsible  or liable  for any  failure to relet the  Premises  or any part
thereof or for failure to collect any rent due upon any such reletting.

          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 rerental 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
reletting  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.

<PAGE>

          15.1. If the Building,  Premises or any improvement therein, excepting
all items which Tenant is  obligated to insure  pursuant to Section 10.1 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  within one hundred  eighty (180) days after the date of
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  elects 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 15.1
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.

<PAGE>

          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 of 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. 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 this Lease on
Tenant's part to be performed,  and subject to the terms and  conditions of this
Lease,  Tenant's  rights and  privileges  under this Lease,  or any  extensions,
expansions  or  renewals  shall not be  defeated  by any  holder  of a  Superior
Mortgage.  Landlord  agrees that if at any time  during the Term,  this Lease is
subject to a Superior  Mortgage,  Landlord shall use all  reasonable  efforts to
obtain from the holder of such Superior Mortgage, a non-disturbance agreement in
form and  substance  reasonably  satisfactory  to the  holder  of such  Superior
Mortgage.

<PAGE>

          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.

<PAGE>

          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;

               (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) Tenant hereby  absolutely  and  unconditionally  indemnifies,
defends and holds  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 or 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 Landlord,  including the cost
of  any  required  or  necessary   repair,   removal,   remediation,   clean-up,
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 of Tenant referred to in this Paragraph  (collectively,
the "Toxic Waste Obligations") shall continue  notwithstanding the satisfaction,
discharge, release, termination or cancellation of the Lease;

<PAGE>

               (e) Tenant  covenants  and agrees that the Premises  shall at all
times  hereafter be  maintained,  occupied,  operated and  maintained  in strict
compliance  with  all of the  Environmental  Laws.  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.  Tenant shall  provide  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.  Tenant shall,  promptly upon gaining notice
thereof,  notify  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; and

               (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.  Section 9601, et seq.),  the Resource  Conservation  and
Recovery Act of 1976 (42 U.S.C.  Section 6901 et seq.), the Hazardous  Materials
Transportation Authority Act of 1994 (49 U.S.C. Section 5101 et seq.), the Water
Pollution Control Act (33 U.S.C.  Section 1251 et seq.), the Safe Drinking Water
Act (42 U.S.C.  Section 300h et seq.), the Clean Air Act (42 U.S.C. Section 1857
et seq.),  the Solid Waste  Disposal Act (42 U.S.C.  Section 6901 et seq.),  the
Toxic  Substances  Control Act (15 U.S.C.  Section 2601 et seq.),  the Emergency
Planning and  Community  Right-to-Know  Act of 1986 (42 U.S.C.  Section 11001 et
seq.),  the Radon Gas and Indoor  Air  Quality  Research  Act of 1986 (42 U.S.C.
Section 7401 note, et seq.), the Superfund Amendments and Reauthorization Act of
1986 (42 U.S.C. Section 11001 et seq.), the Pollution Prevention Act of 1990 (42
U.S.C.  Section 13101 et seq.) and the  counterparts of such statutes as enacted
by state and local  governments with jurisdiction over the Premises or Tenant or
any principal, partner, shareholder,  officer or director of Tenant, 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.)

<PAGE>

                    (ii) "Hazardous Materials" shall 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, if any, 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, to the best of its knowledge,  which
knowledge is based  solely upon the  findings set forth in that certain  Phase I
Environmental Site Assessment dated October,  1997,  prepared by ENSR Consulting
and  Engineering,   referenced  as  Report  Number  4738-014-E01,  no  Hazardous
Materials  or wastes  have been  used,  treated  or  stored on the  Premises  in
violation of any  Environmental  Laws.  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,  arising  from any use,  treatment  or  storage  of
Hazardous  Materials  on the  Property  prior  to the  commencement  date of the
Existing  Lease.  Notwithstanding  anything to the  contrary  contained  in this
Section  19.3,  in no event  shall  Landlord  be  deemed  to be in breach of the
representation  contained herein, or have an obligation to indemnify Tenant, for
any  Hazardous  Materials  or  wastes  placed on the  Property  by  Tenant,  its
employees, agents, contractors and invitees (other than Landlord, its employees,
agents, contractors and invitees).

          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

<PAGE>

shall accrue interest commencing on the date of Landlord's advance at the higher
of 12% per annum, or the then prime rate of Citibank,  N.A.  announced  publicly
from its New York City Office (the "Prime Rate") 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 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)

<PAGE>

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  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  and, if in default,
specifying  each such  default;  (c) the last day to which  the  Fixed  Rent and
Additional Rent payable under this Lease have been paid; (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;  and (e) as to
Tenant, any other information reasonably requested by Landlord.

          27. Parking.

          27.1.  Tenant will be provided  with  parking in  accordance  with the
Building  Plans.  Landlord  shall provide  Tenant with no less than 3.8 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  when  postmarked and delivered by hand or sent
by certified or  registered  mail,  return  receipt  requested or by a reputable
overnight courier service,  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

<PAGE>

         with a copy to:

                  Robert A. Klausner, Esq.
                  Shanley & Fisher, P.C.
                  131 Madison Avenue
                  Morristown, New Jersey 07962-1979

         with a copy to:

                  Brad Fenlon
                  Edward S. Gordon Co., Inc.
                  Park 80 West, Plaza One
                  Saddle Brook, New Jersey  07663

         To Tenant:

                  Dialogic Corporation
                  1515 Route 10
                  Parsippany, New Jersey  07054
                  Attention:  President


         with a copy to:

                  Dialogic Corporation
                  1515 Route 10
                  Parsippany, New Jersey 07054
                  Attention:  General Counsel and Real Estate and
                  Facilities Manager

          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.  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.

<PAGE>

          31. Brokerage Fees.

          31.1. Each party  represents that there was no broker(s)  instrumental
in consummating  this Lease except Edward S. Gordon Company ("ESG").  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 ESG,  whose fees shall be paid by Landlord in accordance
with separate agreements between such broker and Landlord.

          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 in form  and  substance  reasonable
satisfactory to both parties.

          34. Surrender.

          34.1. On the last day of the Term, or upon any earlier  termination of
this Lease, or upon any reentry 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,  and 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.   Notwithstanding   anything  to  the   contrary   contained  in  this
Section 34.1,  at the end of the term of this Lease,  Tenant  shall not have the
obligation to remove from the Premises raised  flooring,  staircases,  vaults or
the improvements in the engineering offices.

<PAGE>

          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 month-to-month tenancy, at a monthly
rental equal to twice the sum of: (i) the monthly installments of Fixed Rent and
Additional  Rent,  and (ii) the  Monthly  Tax  Payment 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  as
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

<PAGE>

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.

<PAGE>

          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 Exhibit D and make 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 judgment (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.

          42. Signage.

          42.1 As long as Tenant  occupies 75% or more of the Building,  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.  Prior to making
any  application  to the applicable  Government  Authority for a permit for such
sign,  Landlord shall approve all plans regarding this sign and the applications
for  approval  to be  submitted  to the  Government  Authority.  Any  condition,
restriction  or  encumbrance  on the Property as a condition  of  obtaining  the

<PAGE>

permit to place such sign on the  Building  must be  approved by Landlord in its
sole and  absolute  discretion.  The  installation  of any sign  which  has been
properly  approved  by such  Government  Authority  shall,  at the  election  of
Landlord,  be  installed  by either  Landlord or Tenant.  If Landlord  elects to
install  such  sign,  Tenant  shall  reimburse  Landlord  for the  Costs of such
installation  within  thirty (30) days after receipt of the invoice of the Costs
therefor.  At the end of the term of this Lease,  Tenant  shall remove such sign
and if there is any damage to the Building  Tenant  shall,  at its sole cost and
expense,  repair such damage and restore the Building to the condition it was in
prior to the  installation  of such sign.  Landlord,  at its sole election,  may
elect to remove  such sign and repair any damage to the  Building  and,  if such
election is made by  Landlord,  Tenant shall  reimburse  Landlord for such Costs
within thirty (30) days after receipt of an invoice therefor.

          43. Arbitration.

          43.1  Except as provided in  Paragraphs  14.1(b) and (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.

<PAGE>

          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 holder of a Superior Mortgage
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. Notice of Sale.

          44.1 (a) If during the Term  Landlord  has a bona fide  intent to sell
the Property, prior to marketing the Property Landlord shall deliver to Tenant a
proposal  containing the terms and conditions upon which Landlord would sell the
Property. Within thirty (30) days after the delivery of such proposal,  Landlord
and  Tenant  shall  meet and use good  faith  efforts  to enter into a letter of
intent  regarding  the sale of the Property to Tenant upon terms and  conditions
acceptable to both  parties.  If Landlord and Tenant fail to enter into a letter
of intent  within  such thirty  (30) day  period,  neither  party shall have any
obligations  to the other pursuant to this Section 44 and Landlord shall be free
to sell the  Property  at any time to any party  upon any  terms and  conditions
agreed to by Landlord,  whether or not such terms are consistent  with the terms
set forth in the proposal  delivered to Tenant.  Tenant expressly agrees that it
shall have no claim or cause of action  against  Landlord,  its  affiliates  and
their respective employees, agents, directors,  shareholders and officers in the
event a mutually acceptable letter of intent is not entered into,  regardless of
the reason,  and Tenant  expressly waives any claims or causes of actions it may
have against any such parties based upon any claimed breach of any obligation of
good faith, fair dealing or the like.

               (b)  Subsequent to Landlord and Tenant's  failure to enter into a
letter of intent,  Tenant shall,  within ten (10) days after demand  therefor by
Landlord,  confirm in writing that Tenant has no further  rights  regarding  the
purchase of the Property.

               (c)  Landlord  shall have no  obligation  to submit a proposal to
Tenant pursuant to the terms hereof,  if: (i) the named Tenant has assigned this
Lease or has at any  time  subleased,  in the  aggregate,  more  than 30% of the
Premises  to a party  which is not a patent or  subsidiary  of  Tenant;  or (ii)
Tenant shall be in default of any of its obligations  hereunder and such default

<PAGE>

shall not have been cured at the time of Landlord intends to commence  marketing
the Property for sale.

               (d) This  Section  shall not  preclude  preliminary  discussions,
either oral or written, between Landlord and any prospective purchaser regarding
the sale of the Property.

               (e) The  termination  of this  Lease  during  the Term shall also
terminate  Landlord's  obligations  pursuant  to the terms of this  Section  44.
Nothing  contained in this Section shall prevent  Landlord from  exercising  any
right or action  granted to or reserved  by Landlord in this Lease to  terminate
this Lease. Tenant's rights set forth in this Section 44 may not be severed from
this Lease or separately  sold,  assigned or transferred and is only exercisable
by Dialogic Corporation.

               (f) The  provisions  of this Section  shall only be in full force
and effect as long as Dialogic Corporation has not failed to exercise its rights
under this Section  44.1 on any prior  occasion,  and The Mutual Life  Insurance
Company of New York, or an affiliate  thereof (other than as provided for in the
immediately succeeding sentence) is the Landlord. The provisions of this Section
shall not be applicable to or binding upon any subsequent owner of the Property,
including,  but not limited to, an investment fund, joint venture,  partnership,
real  estate  investment  trust or any other  entity in which  The  Mutual  Life
Insurance Company of New York retains an interest.


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

                                  THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
                                  Landlord

                                  By: /s/___________________
                                      Name:
                                      Title:


                                  DIALOGIC CORPORATION
                                  Tenant

                                  By: /s/____________________
                                      Name:
                                      Title:


<PAGE>

                                  OFFICE LEASE

                                 1515 ROUTE TEN

                             PARSIPPANY, NEW JERSEY


                                  Lease Summary

Landlord:                 The Mutual Life Insurance Company of New York

Landlord's Address:       1740 Broadway, New York, NY 10019

Tenant:                   Dialogic Corporation

Tenant's Address:         1515 Route 10, Parsippany, NJ 07054

Tenant's Space:           Total - 67,000 square feet

Annual Fixed Rent:        Approximately 67,000 square feet office

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

Years 1-2                     $                 $               $23.50*
Years 3-4                     $                 $               $25.00*
Years 5-6                     $                 $               $26.50*
Years 7-8                     $                 $               $28.00*
Years 9 - Expiration          $                 $               $29.50*
Date



* Plus  Tenant's  electric,  in the event the Lease does not encumber the entire
Building, pursuant to Section 4.13.

ELECTRICITY  RENT:  Tenant to pay all Tenant's  Electric  which will be directly
metered

LEASE TERM COMMENCEMENT DATE: _____

LEASE TERM EXPIRATION DATE: _____


BASE  OPERATING  EXPENSE  YEAR:  Shall  be the 12  month  period  following  the
Commencement Date.

BASE TAX YEAR:  Shall mean an amount equal to the product of (a) the real estate
tax  rate in  effect  for the  year in  which  the  Premises  are  substantially

<PAGE>

completed in  accordance  with  Section  6.5, and (b) the assessed  value of the
Building as of the date the Building is fully  assessed as a completed and fully
occupied Building.  If the Building is not fully assessed by the last day of the
year in which the Premises is  substantially  completed,  Landlord  shall make a
reasonable  determination  of the  Base  Taxes,  which  determination  shall  be
adjusted  when  the  Building  is  fully  assessed  by  the  appropriate  taxing
authority.

OPTION TO RENEW:  Two (2) five year  options  with Fixed Rent during each option
period being the greater of (i) the average of the Fixed Rent paid by Tenant for
the 5 preceding years  immediately  prior to the applicable  option period,  and
(ii) 95% of the fair market  rent,  as  determined  in  accordance  with Section
3.1(c).

RENTABLE  FLOOR AREA OF Tenant's  OFFICE SPACE:  67,000 square feet,  subject to
identification and measure by BOMA method

SECURITY DEPOSIT: None

TENANT'S PROPORTIONATE SHARE: 100%

TENANT'S SIC NUMBER:  7373

                                    EXHIBIT A

                                   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 931.5 feet to a
point;

<PAGE>

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  03
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.

                                    EXHIBIT B

                           BASE BUILDING IMPROVEMENTS

                                    EXHIBIT 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,  ex cluding  kitchen  area  (cleaning  of kitchen is Tenant's
responsibility).

<PAGE>

          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.

          Bathrooms cleaned and wastebaskets emptied.

          Hallways,  stairways,  elevators, the bridge and the lobby areas shall
be cleaned and vacuumed.

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.

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.


                                    EXHIBIT D

                              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

<PAGE>

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 bootblacking  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 hour service required on weekends or on holidays.

<PAGE>

                                  OFFICE LEASE


                                 1515 ROUTE TEN

                             PARSIPPANY, NEW JERSEY

                                     between

                  THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
                                   (Landlord)

                                       and

                              DIALOGIC CORPORATION
                                    (Tenant)



                            Dated: September 30, 1998

<PAGE>

                                TABLE OF CONTENTS

ARTICLE                                                                  PAGE


Exhibit A                  Description
Exhibit B                  Base Building Improvements
Exhibit C                  Cleaning and Routine Maintenance Service
Exhibit D                  Rules and Regulations