EXHIBIT 10.6















<PAGE>



                                 LEASE AGREEMENT




                                     Between




                         ZOHAR ZISAPEL PROPERTIES, INC.

                                       and

                         YEHUDA ZISAPEL PROPERTIES, INC.


                                    "Lessor"



                                      -and-



                                 RADVISION, INC.




                                    "Lessee"









                                10 FOREST AVENUE

                            PARAMUS, NEW JERSEY 07652




<PAGE>



                                TABLE OF CONTENTS

    PREAMBLE                                                          4


1.  DESCRIPTION                                                       9
2.  TERM                                                              9
3.  BASIC RENT                                                        9
4.  USE AND OCCUPANCY                                                 9
5.  CARE AND REPAIR OF PREMISES                                       9
6.  ALTERATIONS. ADDITIONS OR IMPROVEMENTS                           10
7.  ACTIVITIES INCREASING FIRE INSURANCE RATES                       10
8.  ASSIGNMENT AND SUBLEASE                                          10
9.  COMPLIANCE WITH RULES AND REGULATIONS                            14
10. DAMAGES TO BUILDING                                              14
11. EMINENT DOMAIN                                                   15
12. INSOLVENCY OF LESSEE                                             15
13. LESSOR'S REMEDIES ON DEFAULT                                     15
14. DEFICIENCY                                                       16
15. SUBORDINATION OF LEASE                                           17
16. SECURITY DEPOSIT                                                 17
17. RIGHT TO CURE LESSEE'S BREACH                                    18
18. MECHANIC'S LIENS                                                 18
19. RIGHT TO INSPECT AND REPAIR                                      18
20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION           18
21. INTERRUPTION OF SERVICES OR USE                                  19
22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE                      19
23. ADDITIONAL RENT                                                  21
24. LESSEE'S ESTOPPEL                                                24
25. HOLDOVER TENANCY                                                 24
26. RIGHT TO SHOW PREMISES                                           25
27. WAIVER OF TRIAL BY JURY                                          25
28. LATE CHARGE                                                      25
29. LESSEE'S INSURANCE                                               25
30. NO OTHER REPRESENTATIONS                                         28
31. QUIET ENJOYMENT                                                  28


                                       2


<PAGE>



32. INDEMNITY                                                        28
33. ARTICLE HEADINGS                                                 28
34. APPLICABILITY TO HEIRS AND ASSIGNS                               28
35. OUTSIDE PARKING SPACES                                           28
36. LESSOR'S LIABILITY FOR LOSS OF PROPERTY                          29
37. PARTIAL INVALIDITY                                               29
38. BROKER                                                           29
39. PERSONAL LIABILITY                                               29
40. NO OPTION                                                        30
41. DEFINITIONS                                                      30
42. LEASE COMMENCEMENT                                               30
43. NOTICES                                                          30
44. ACCORD AND SATISFACTION                                          31
45. EFFECT OF WAIVERS                                                31
46. LEASE CONDITION                                                  31
47. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE                       31
48. LESSOR'S RESERVED RIGHT                                          31
49. LESSOR'S REPRESENTATIONS                                         32
50. AFTER HOURS USE                                                  32
51. CORPORATE AUTHORITY                                              32
52. BUILDING PERMIT                                                  32
53. RENEWAL OPTION                                                   32


     EXHIBITS:

     EXHIBIT A   -  Location Of Premises                             34
     EXHIBIT B   -  Rules and Regulations                            36
     EXHIBIT C   -  Lessor's Work                                    40
     EXHIBIT C1  -  Air Conditioning and Heating Design Standards    46
     EXHIBIT D   -  Cleaning Services                                47
     EXHIBIT E   -  Tenant Estoppel Certificate                      48


                                       3



<PAGE>




                                 LEASE AGREEMENT
                                 ---------------

     THIS LEASE AGREEMENT  ENTERED INTO AS OF THIS 19TH DAY OF JANUARY,  2001 BY
ZOHAR ZISAPEL  PROPERTIES,  INC. AND YEHUDA ZISAPEL  PROPERTIES,  INC., both New
Jersey  corporations  ("Lessor"),  with offices located at 900 Corporate  Drive,
Mahwah, New Jersey and RADVISION,  INC. ("Lessee"),  with offices located at 575
Corporate Drive, Mahwah, New Jersey.

                                    PREAMBLE
                                    --------

                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

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

2.   BASE PERIOD COSTS shall mean the following:


     A.   Base Operating  Costs:  Those Operating Costs incurred during Calendar
          Year 2001.

     B.   Base Real  Estate  Taxes:  Those Real  Estate  Taxes  incurred  during
          Calendar Year 2001.

     C.   Base Utility and Energy Costs: Those Utility and Energy Costs incurred
          during Calendar Year 2001.

3.   ELECTRIC  ENERGY  CHARGE shall mean the annual cost of  providing  electric
     current to the  Premises,  which shall be $1.50 per gross  rentable  square
     foot of the Premises, subject to Article 22 hereof.

4.   BUILDING shall mean 10 Forest Avenue, Paramus, New Jersey.

5.   BUILDING HOURS shall be Monday through Friday,  7:00 a.m. to 6:00 p.m., but
     excluding all days observed by the state and federal  governments  as legal
     holidays,  except that Common Facilities and lighting in the Building shall
     be maintained for such additional hours as, in Lessor's sole judgement,  is
     necessary or desirable to insure proper operating of the Building.

6.   COMMENCEMENT DATE is April 1, 2001 and shall for purposes hereof be subject
     to  Article  42  hereof.  Notwithstanding  this  Commencement  Date,  it is
     understood  that  the  estimated  occupancy  date  for the  portion  of the
     Premises  located on the second floor of the Building is July 1, 2001,  and
     Fixed Basic Rent for the Second Floor Space shall commence on July 1, 2001.

                                       4

<PAGE>

7.   DEMISED  PREMISES  OR PREMISES  shall be deemed to be 3,984 gross  rentable
     square  feet on the First  floor (the  "First  Floor  Space"),  6,310 gross
     rentable  square feet on the Second  floor (the "Second  Floor  Space") and
     13,783  gross  rentable  square feet on the Third  floor (the "Third  Floor
     Space") totaling 24,077 gross rentable square feet in the building known as
     10 Forest Avenue,  Paramus, New Jersey, as shown on Exhibit A hereto, which
     includes an allocable share of the Common  Facilities as defined in Article
     41(a).

8.   BROKER shall mean MASI BOYLE ASSOCIATES

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

        Exhibit A                 Premises
        Exhibit B                 Rules and Regulations
        Exhibit C                 Lessor's Work
        Exhibit C-1               Air Conditioning and Heating Standards
        Exhibit D                 Cleaning Services
        Exhibit E                 Tenant Estoppel Certificates

10.  EXPIRATION  DATE shall be the last day of the month in which the day before
     the anniversary of the Commencement Date occurs.

11.  FIXED  BASIC RENT shall  mean:  $15.73 per gross  rentable  square foot per
     annum,  subject to the several  adjustments  described below,  which (after
     reflecting such adjustments)is ONE MILLION NINE HUNDRED FIVE THOUSAND SEVEN
     HUNDRED  FORTY  FOUR  and  58/100ths  (1,905,744.58)  DOLLARS  for the Term
     payable in monthly installments, based on the following calculations:

          A.   First  Floor  Space and Third  Floor Space Fixed Fixed Basic Rent
               calculation  on 17,767  square  feet:  Fixed  Basic Rent shall be
               $15.73 per gross rentable  square foot per annum,  subject to the
               following adjustments:

               i.   The monthly rent for the first nine months of the Term shall
                    be reduced by $3000 per month.

               ii.  For  the  remaining  51  months  of the  Term,  the  $27,000
                    reduction  referred to in  sub-paragraph  (i) above shall be
                    amortized  at 9% annual  interest and payable as an addition
                    to Fixed Basic Rent in equal monthly payments of $639.06.

               iii. The  difference  of  $65,000  in fit-up  costs for the First
                    Floor Space and Third Floor Space between the $160,000 which
                    is Lessor's  responsibility  and $225,000  which Lessor will
                    actually pay will be amortized  at 9% annual  interest  over
                    the full five year term of the Lease  which  adds  $1,349.50
                    per month to Fixed Basic Rent.



                                       5


<PAGE>



     Summarizing the above calculation,  the monthly  installment of Fixed Basic
Rent  during the Term of the First Floor Space and Third Floor Space shall be as
follows:

     First nine (9) months of the Term = 17,767  gross  rentable  square  feet X
$15.73 = $279,474.91 per annum /12 = $23,289.58 per month, less $3,000 per month
pursuant to sub-paragraph  (i) above,  plus $1,349.50  pursuant to sub-paragraph
(iii) above = $21,639.08 per month.

     Last  fifty-one  (51) months of the Term = $21,639.08  per month plus $3000
per month pursuant to sub-paragraph  (i) above,  plus $639.06 per month pursuant
to sub-paragraph (ii) above = $25,278.14 per month.

               B.   Second  Floor Space Fixed  Fixed Basic Rent  calculation  on
                    6,310  square  feet:  Fixed  Basic  Rent shall be $15.73 per
                    gross rentable  square foot per annum,  except that the rent
                    for the first  twelve  (12)  months  shall be at the rate of
                    $7.86 per gross rentable square foot per annum.  The monthly
                    rent for the first  twelve (12) months for which rent is due
                    for the Second Floor Space shall be  $4,133.05.  Thereafter,
                    the  monthly  rent for the  remaining  45 months of the Term
                    shall be $8,271.36.

12.  LESSEE'S  PERCENTAGE  shall be 58.9372%;  The total gross  rentable  square
     footage of the Building is 40,852.

13.  PARKING SPACES shall mean a total of Ninety Six (96).

14.  PERMITTED USE shall be general office use and for no other purpose.

15.  SECURITY DEPOSIT shall be NONE.

16.  TERM shall mean Five (5) years from the Commencement  Date, plus the number
     of days,  if any,  to have the Lease  expire on the last day of a  calendar
     month, unless extended pursuant to any option contained herein.

17.  SPACE  CONDITION  - Lessee  hereby  accepts  the  Premises  in its  "AS-IS"
     condition,  except as may be modified by Lessor's Work as described and set
     forth in Exhibit  C, if  applicable.  Lessor  will  contribute  $160,000.00
     (which includes  architectural related costs) toward Lessee's fit-up of the
     First Floor Space and Third Floor Space. In the event the total cost of the
     fit-up for such space exceeds the current estimate therefor of $225,000.00,
     any additional monies will be paid immediately by Tenant as such additional
     expenses are  incurred.  The  difference  in the fit-up  costs  between the
     $160,000.00 which is Lessor's  responsibility  and $225,000.00 which Lessor
     actually pays for such fit-up shall be amortized and repaid to Lessor, with
     interest at the rate of 9% per annum,  over the Term of this Lease in equal
     monthly installments. Such payments shall be included in Fixed Basic Rent.



                                       6

<PAGE>


     Lessor shall give a work letter of  $53,560.00  on work on the Second Floor
Space.  In the event Lessee's  improvements on the Second Floor Space costs less
than the amount of this work letter, there will be no credit to Lessee.

18.  ADDRESSES FOR NOTICE AND PAYMENTS:

     (1)  Lessor:           Zisapel Properties
                            900 Corporate Drive
                            Mahwah, New Jersey 07430
                            ATTN: Paul Sweeney
                            Vice President,

                            cc:     Real Estate Management Group, L.L.C.
                                    155 North Dean Street
                                    Englewood, NJ 07631

                                    Donald W. Reeder, Esq.
                                    10 S. Franklin Turnpike
                                    Suite 105, P.O. Box 630
                                    Ramsey, NJ 07446

     (2)  Lessee:           RADVision, Inc..
                            10 Forest Avenue
                            Paramus, NJ 07652
                            ATTN: Eugene Wolf, President

     (3)  Checks Payable to: Zisapel  Properties-Real  Estate  Management Group,
          L.L.C.

          Mail Payments to:         Real Estate Management Group, L.L.C.
                                    155 North Dean Street
                                    Englewood, NJ 07631

19.  RENEWAL  OPTION - Lessee is hereby  granted  an option to renew  this Lease
     upon the following terms and conditions:

     A.   At the time of the  exercise of the option to renew and at the time of
          the said  renewal,  the Lessee  shall not be in default in  accordance
          with  the  terms  and  provisions  of  this  Lease,  and  shall  be in
          possession of the Premises pursuant to this Lease.

     B.   Notice of the  exercise  of the option  shall be sent to the Lessor in
          writing at least nine (9) months before the  expiration of the term of
          this Lease.

     C.   The renewal term shall be for the term of five (5) years,  to commence
          at the expiration of the term of this Lease,  and all of the terms and
          conditions of this Lease,  other than the rent, shall apply during any
          such renewal term.


                                       7

<PAGE>




     D.   The annual  Basic Rent to be paid during the renewal term shall not be
          less  than  that  paid for the  Premises  during  the last year of the
          original  term of the Lease.  However,  if the fair  rental  value per
          square foot at the  commencement  of the renewal term shall exceed the
          rent as  established in the preceding  sentence,  the Lessee shall pay
          ninety-five  (95%) per cent of such fair rental value.  In determining
          the fair rental  value,  the Lessor  shall  notify  Lessee of the fair
          rental value as established by Lessor.  Should Lessee dispute Lessor's
          determination,  then the Lessee shall be free to, at the Lessee's sole
          cost and expense,  employ,  the services of an appraiser familiar with
          office  buildings   located  within  the  Paramus,   New  Jersey  area
          comparable to the Building, who shall be a member of MAI and who shall
          render an appraisal.  If the Lessor and the Lessee's  appraiser cannot
          agree on the fair rental  value,  or in such case,  on an  independent
          appraiser  acceptable  to both,  either  party may  request  the local
          office  of  the  American  Arbitration  Association  to  appoint  such
          independent  appraiser  who  shall be a member  of MAI  familiar  with
          office  buildings  in the area of the  Building  and in such event the
          judgement  of a majority  of the two  appraisers  and Lessor  shall be
          final and binding upon the parties. The parties shall share equally in
          the cost of any such independent appraiser.  Pending resolution of the
          issue of fair  rental  value,  the  Lessee  shall pay the Lessor as of
          commencement  of the renewal term,  the Basic Rent as  established  by
          Lessor,  subject to retroactive adjustment upon final determination of
          this issue.

















                                       8





<PAGE>



                                   WITNESSETH
                                   ----------

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

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

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

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

4.   USE AND  OCCUPANCY:  Lessee  shall  use and  occupy  the  Premises  for the
     Permitted Use as defined in the Preamble.

5.   CARE AND REPAIR OF PREMISES:  Lessee shall commit no act of waste and shall
     take good care of the Premises and the fixtures and appurtenances  therein,
     and shall,  in the use and occupancy of the Premises,  conform to all laws,
     orders and regulations of the federal,  state and municipal  governments or
     any of  their  departments  affecting  the  Premises  and  with any and all
     environmental requirements resulting from the Lessee's use of the Premises,
     this covenant to survive the expiration or sooner termination of the Lease.
     Lessor shall,  subject to the same being included in Operating Costs,  make
     all  necessary  repairs  to  the  Premises,  Common  Facilities  and to the
     assigned  parking  areas,  if any,  except  where the  repair has been made
     necessary by misuse or neglect by the Lessee or Lessee's agents,  servants,
     visitors or



                                       9


<PAGE>

     licensees,  in which event  Lessor shall  nevertheless  make the repair but
     Lessee shall pay to Lessor,  as Additional  Rent,  immediately upon demand,
     the costs therefor. All improvements made by Lessee to the Premises,  which
     are so attached to the  Premises,  shall become the property of Lessor upon
     installation.  Not later than the last day of the Term,  Lessee  shall,  at
     Lessee's   expense,   remove  all  Lessee's  personal  property  and  those
     improvements  made by Lessee  which have not become the property of Lessor:
     including trade fixtures,  cabinetwork movable paneling, partitions and the
     like;  repair all injury done by or in connection with the  installation or
     removal of said property and improvements; and surrender the Premises in as
     good condition as they were at the beginning of the Term,  reasonable  wear
     and damage by fire,  the  elements,  casualty or other cause not due to the
     misuse or  neglect  by  Lessee,  Lessee's  agents,  servants,  visitors  or
     licensees excepted.  All other property of Lessee remaining on the Premises
     after the last day of the Term of this Lease shall be  conclusively  deemed
     abandoned and may be removed by Lessor,  and Lessee shall reimburse  Lessor
     for the cost of such removal.  Lessor may have any such property  stored at
     Lessee's risk and expense.

     Lessee shall not generate,  handle,  dispose,  bring, store or discharge or
     permit the generation,  handling,  disposal, bringing, storage or discharge
     of any hazardous  substances or wastes in, upon or about the Premises,  the
     Building  or the  Office  Building  Area in  violation  of any laws  and/or
     requirements of public authorities (hereinafter collectively referred to as
     "Prohibited  Actions").  Lessee shall  indemnify  and hold Lessor  harmless
     against any and all loss,  cost,  damage,  liability or expense  (including
     without  limitation,  attorney's fees, and disbursements)  which Lessor may
     sustain or incur as a result of any Prohibited Actions.

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

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

8.   ASSIGNMENT AND SUBLEASE:  Lessee may assign or sublease the within Lease to
     any party subject to the following:

     a.   In the event  Lessee  desires to assign this Lease or sublease  all or
          part of the Premises to any other party,  the terms and  conditions of
          such  assignment or sublease  shall be  communicated  to the Lessor in
          writing  prior  to  the  effective   date  of  any  such  sublease  or
          assignment,  and, prior to such effective  date, the Lessor shall have
          the option,  exercisable  in writing to the Lessee,  to: (i)  sublease
          such  space from  Lessee at the lower rate of (a) the rental  rate per
          rentable  square  foot of Fixed  Basic Rent and  Additional  Rent then
          payable  pursuant  to this  Lease or (b) the  terms  set  forth in the
          proposed  sublease,  (ii)  recapture in the case of  subletting,  that
          portion of the  Premises  to be sublet or all of the  Premises  in the
          case of an assignment ("Recapture Space")



                                       10



<PAGE>



          so that such  prospective  sublessee or assignee shall then become the
          sole Lessee of Lessor  hereunder,  or (iii)  recapture  the  Recapture
          Space  for  Lessor's  own use and the  within  Lessee  shall  be fully
          released from any and all  obligations  hereunder  with respect to the
          Recapture Space.

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

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

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

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

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

          v.   The  Lessee and any  assignee  shall  promptly  pay to Lessor any
               consideration received for any assignment and/or all of the rent,
               as and when received, in



                                       11


<PAGE>




               excess of the Rent  required  to be paid by  Lessee  for the area
               sublet  computed on the basis of an average  square foot rent for
               the gross square footage Lessee has leased.

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

          vii. Lessor shall require a FIVE HUNDRED AND 00/100  DOLLAR  ($500.00)
               payment  to cover  its  handling  charges  for each  request  for
               consent to any sublet or assignment prior to its consideration of
               the same.  Lessee  acknowledges that its sole remedy with respect
               to any assertion  that Lessor's  failure to consent to any sublet
               or  assignment  is  unreasonable  shall be the remedy of specific
               performance  and  Lessee  shall  have no other  claim or cause of
               action against Lessor as a result of Lessor's actions in refusing
               to consent thereto.

     c.   If Lessee is a  corporation  other than a  corporation  whose stock is
          listed and  traded on a  nationally  recognized  stock  exchange,  the
          provisions  of  Sub-section  a.  shall  apply to a  transfer  (however
          accomplished,  whether  in a  single  transaction  or in a  series  of
          related or unrelated  transactions)  of stock (or any other  mechanism
          such as, by way of example,  the issuance of additional stock, a stock
          voting  agreement or change in class(es) of stock) which  results in a
          change of  control  of Lessee as if such  transfer  of stock (or other
          mechanism)  which  results in a change of  control  of Lessee  were an
          assignment  of this  Lease,  and if lessee is a  partnership  or joint
          venture,  said  provisions  shall apply with respect to a transfer (by
          one or more transfers) of an interest in the  distributions of profits
          and losses of such  partnership or joint venture (or other  mechanism,
          such  as,  by way of  example,  the  creation  of  additional  general
          partnership  or  limited  partnership  interests)  which  results in a
          change of control of such a partnership or joint  venture,  as if such
          transfer of an interest in the  distributions of profits and losses of
          such partnership or joint venture which results in a change of control
          of such partnership or joint venture were an assignment of this Lease;
          but said provisions shall not apply to transactions with a corporation
          into or with which Lessee is merged or consolidated or to which all or
          substantially  all  of  Lessee's  assets  are  transferred  or to  any
          corporation  which  controls  or is  controlled  by Lessee or is under
          common control with Lessee, provided that in the event of such merger,
          consolidation  or  transfer  of all or  substantially  all of Lessee's
          assets  (i) the  successor  to  Lessee  has a net  worth  computed  in
          accordance  with  generally  accepted  accounting  principles at least
          equal to the greater of (1) the net worth of Lessee  immediately prior
          to such merger,  consolidation  or  transfer,  or (2) the net worth of
          Lessee  herein  named  on the  date  of this  Lease,  and  (ii)  proof
          satisfactory  to Lessor of such net worth shall have been delivered to
          Lessor  at  least  10 days  prior  to the  effective  date of any such
          transaction.



                                       12


<PAGE>



     d.   In the event  that any or all of  Lessee's  interest  in the  Premises
          and/or this Lease is  transferred  by operation of law to any trustee,
          receiver,  or other representative or agent of Lessee, or to Lessee as
          a  debtor  in  possession,  and  subsequently  any or all of  Lessee's
          interest in the Premises and/or this Lease is offered or to be offered
          by Lessee or any trustee,  receiver,  or other representative or agent
          of Lessee as to its estate or property  (such  person,  firm or entity
          being  hereinafter  referred  to as the  "Grantor"),  for  assignment,
          conveyance,  lease, or other  disposition to a person,  firm or entity
          other than Lessor (each such transaction being hereinafter referred to
          as a  "Disposition"),  it is agreed  that  Lessor has and shall have a
          right of first refusal to purchase,  take, or otherwise  acquire,  the
          same upon the same terms and  conditions as the Grantor  thereof shall
          accept upon such  Disposition  to such other person,  firm, or entity;
          and as to each such  Disposition the Grantor shall give written notice
          to Lessor in reasonable  detail of all of the terms and  conditions of
          such   Disposition   within  twenty  (20)  days  next   following  its
          determination  to accept the same but prior to accepting the same, and
          Grantor  shall not make the  Disposition  until and unless  Lessor has
          failed or  refused  to accept  such  right of first  refusal as to the
          Disposition, as set forth herein.

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

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


                                       13

<PAGE>

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

     g.   Notwithstanding  anything to the  contrary  in this  Article 8, in the
          event Lessee  subleases the Second Floor Space,  Lessee shall promptly
          pay to  Lessor  one half of all of the rent as and when  received,  in
          excess of the fixed  basic rent  required to be paid by Lessee for the
          Second Floor Space.

9.   COMPLIANCE WITH RULES AND REGULATIONS: Lessee shall observe and comply with
     the rules and  regulations  hereinafter  set  forth in  Exhibit B  attached
     hereto and made a part hereof and with such  further  reasonable  rules and
     regulations as Lessor may prescribe,  on written notice to the Lessee,  for
     the safety, care and cleanliness of the Building and the comfort, quiet and
     convenience  of other  occupants of the Building.  Lessee shall not place a
     load upon any floor of the  Premises  exceeding  the floor  load per square
     foot area  which it was  designed  to carry and  which is  allowed  by law.
     Lessor  reserves  the right to  prescribe  the weight and  position  of all
     safes, business machines and mechanical equipment. Such installations shall
     be placed and  maintained  by Lessee,  at  Lessee's  expense,  in  settings
     sufficient,  in Lessor's judgement, to absorb and prevent vibration,  noise
     and annoyance.

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

     In any case in which use of the  Premises  is affected by any damage to the
     Building,  there shall be either an abatement or an equitable  reduction in
     Fixed Basic Rent, depending on the



                                       14


<PAGE>


     period for which and the extent to which the  Premises  are not  reasonably
     usable  for the  purpose  for which they are  leased  hereunder.  The words
     "restoration"  and  "restore"  as used in this  Article  10  shall  include
     repairs.  If the  damage  results  from the fault of the  Lessee,  Lessee's
     agents,  servants,  visitors or licensees,  Lessee shall not be entitled to
     any abatement or reduction in Fixed Basic Rent, except to the extent of any
     rent insurance received by Lessor.

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

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

13.  LESSOR'S  REMEDIES ON DEFAULT:  If Lessee  defaults in the payment of Fixed
     Basic Rent, or any Additional  Rent, or defaults in the  performance of any
     of the other  covenants  and  conditions  hereof or permits the Premises to
     become  deserted,  abandoned or vacated,  Lessor may give Lessee  notice of
     such  default,  and if  Lessee  does  not  cure  any  Fixed  Basic  Rent or
     Additional  Rent  default  within  five (5) days or  other  default  within
     fifteen (15) days after giving of such notice (or if such other  default is
     of such nature that it cannot be  completely  cured within such period,  if
     lessee does not  commence  such curing  within such  fifteen  (15) days and
     thereafter proceed with reasonable diligence and in good faith to cure such
     default),  then Lessor may  terminate  this Lease on not less than ten (10)
     days notice to Lessee,  and on the date specified in said notice,  Lessee's
     right to  possession  of the  Premises  shall cease but Lessee shall remain
     liable as hereinafter provided. If this Lease shall have been so terminated
     by Lessor pursuant to Articles 12 or 13 hereof, Lessor may at any time



                                       15




<PAGE>


     thereafter resume possession of the Premises by any lawful means and remove
     Lessee or other occupants and their effects. Lessee shall pay to Lessor, on
     demand, such expenses as Lessor may incur,  including,  without limitation,
     court costs and reasonable attorney's fees and disbursements,  in enforcing
     the performance of any obligation of Lessee under this Lease.

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

     Alternatively,  in any case where Lessor has  recovered  possession  of the
     Premises by reason of Lessee's default,  Lessor may at Lessor's option, and
     at any time thereafter,  and without notice or other action by Lessor,  and
     without  prejudice to any other rights to remedies it might have  hereunder
     or at law or equity, become entitled to recover from Lessee, as Damages for
     such  breach,  in addition  to such other sums herein  agreed to be paid by
     Lessee, to the date of re-entry,  expiration and/or  dispossess,  an amount
     equal to the difference  between the Fixed Basic Rent and  Additional  Rent
     reserved  in this  Lease  from  the  date of such  default  to the  date of
     Expiration  of the original  Term demised and the then fair and  reasonable
     rental value of the Premises for the same period. Said Damages shall become
     due



                                     16


<PAGE>

     and  payable  to  Lessor  immediately  upon such  breach of this  Lease and
     without  regard to whether  this Lease be  terminated  or not,  and if this
     Lease  be  terminated,  without  regard  to  the  manner  in  which  it  is
     terminated.  In the computation of such Damages,  the difference between an
     installment of Fixed Basic Rent and Additional Rent thereafter becoming due
     and the fair and reasonable rental value of the Premises for the period for
     which such  installment was payable shall be discounted to the date of such
     default at the rate of not more than six percent (6%) per annum.

     Lessee  hereby waives all right of redemption to which Lessee or any person
     under Lessee might be entitled by any law now or hereafter in force.

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

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

16.  SECURITY  DEPOSIT:  Lessee shall deposit with Lessor on the signing of this
     Lease,  the  Security  Deposit as defined in the  Preamble for the full and
     faithful  performance of Lessee's  obligations under this Lease,  including
     without  limitation,  the surrender of possession of the Premises to Lessor
     as herein provided.  If Lessor applies any part of said Security Deposit to
     cure any default of Lessee,  Lessee shall,  on demand,  deposit with Lessor
     the amount so applied so that Lessor shall have the full  Security  Deposit
     on hand at all times  during  the Term of this  Lease.  In the event a bona
     fide sale,  subject to this Lease,  Lessor shall have the right to transfer
     the Security Deposit to the vendee, and Lessor shall be considered released
     by Lessee from all  liability for the return of the Security  Deposit;  and
     lessee  agrees  to look  solely  to the new  lessor  for the  return of the
     Security Deposit,  and it is agreed that this shall apply to every transfer
     or assignment made of the Security Deposit to the new lessor. Provided this
     Lease is not in default,  the Security  Deposit (less any portions  thereof
     used,  applied or retained by Lessor in accordance  with the  provisions of
     this  Article  16),  shall be returned to Lessee  after the  expiration  or
     sooner  termination of this Lease and after delivery of the entire Premises
     to Lessor in accordance with the provisions of this Lease. Lessee covenants
     that it will not assign or encumber  or attempt to assign or  encumber  the
     Security  Deposit  and  Lessor  shall not be bound by any such  assignment,
     encumbrance or attempt thereof.


                                       17


<PAGE>


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

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

18.  MECHANIC'S LIENS:  Lessee shall,  within fifteen(l5) days after notice from
     Lessor, discharge or satisfy by bonding or otherwise any mechanic liens for
     materials  or labor  claimed  to have been  furnished  to the  Premises  on
     Lessee's behalf.

19.  RIGHT TO INSPECT AND REPAIR: Lessor may enter the Premises but shall not be
     obligated  to do so (except as required by any  specific  provision of this
     Lease) at any reasonable  time on reasonable  notice to Lessee (except that
     no notice need be given in case of emergency) for the purpose of inspection
     or the making of such  repairs,  replacement  or  additions  in, to, on and
     about the Premises or the Building, as Lessor deems necessary or desirable.
     Lessee  shall  have no claims or cause of action  against  Lessor by reason
     thereof.  In no event  shall  Lessee  have any  claim  against  Lessor  for
     interruption of Lessee's  business,  however  occurring,  including but not
     limited to that arising from the negligence of Lessor, its agents, servants
     or invitees,  or from defects,  errors or omissions in the  construction or
     design of the Premises  and/or the Building,  including the  structural and
     non-structural portions thereof.

20.  SERVICES  TO  BE  PROVIDED  BY  LESSOR/LESSOR'S  EXCULPATION:   Subject  to
     intervening  laws,  ordinances,  regulations  and executive  orders,  while
     Lessee is not in default  under any of the  provisions of this Lease Lessor
     agrees to furnish, except on holidays:

     a.   Cleaning  services  for the Demised  Premises as  described on Exhibit
          "D", provided the same are kept in reasonable order by Lessee.  Lessee
          shall pay to Lessor the cost of removal  from the  Building  of any of
          Lessee's  refuse and  rubbish  which  exceeds  the refuse and  rubbish
          usually attendant upon the use of such premises as offices.  Bills for
          the same  shall be  rendered  by Lessor to Lessee and shall be due and
          payable when rendered, and the amount of such bills shall be deemed to
          be, and be paid, as Additional Rent.  Alternatively,  Lessee shall use
          Lessor's  contractors or employees,  at the option of the Lessor,  for
          the removal of such excess refuse and rubbish and Lessee agrees to pay
          reasonable charges therefor.



                                       18



<PAGE>




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

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

     d.   Elevator service during Building Hours.

     e.   Restroom  supplies  in  Common  Area  bathrooms  and  exterior  window
          cleaning when reasonably required.

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

21.  INTERRUPTION OF SERVICES OR USE: Interruption or curtailment of any service
     maintained  in the Building or at the Office  Building  Area,  if caused by
     Force  Majeure,  as  hereinafter  defined,  shall not entitle Lessee to any
     claim against  Lessor or to any abatement in rent, and shall not constitute
     a constructive or partial eviction, unless Lessor fails to take measures as
     may be reasonable  under the  circumstances  to restore the service without
     undue delay. If the Premises are rendered untenantable in whole or in part,
     for a period  of ten (10)  consecutive  business  days,  by the  making  of
     repairs,  replacements  or  additions,  other than those made with Lessee's
     consent  or caused by misuse or  neglect by  Lessee,  or  Lessee's  agents,
     servants,  visitors or licensees,  there shall be a proportionate abatement
     of Rent from and after  said  tenth  (10th)  consecutive  business  day and
     continuing  for the  period of such  untenantability.  In no  event,  shall
     Lessee be  entitled  to claim a  constructive  eviction  from the  Premises
     unless Lessee shall first have notified  Lessor in writing of the condition
     or  conditions  giving rise  thereto,  and if the  complaints be justified,
     unless Lessor shall have failed,  within a reasonable time after receipt of
     such  notice,  to remedy,  or commence  and proceed  with due  diligence to
     remedy  such  condition  or  conditions,  all  subject to Force  Majeure as
     hereinafter defined.

22.  BUILDING STANDARD OFFICE ELECTRICAL  SERVICE:  The cost of electric current
     which is  supplied  by the Lessor  for use by the  Lessee in the  Premises,
     other than for heating or air conditioning purposes, shall be reimbursed to
     the Lessor in the  amount set forth  under  Electric  Energy  Charge in the
     Preamble and in accordance with the terms and conditions set forth below.


                                       19


<PAGE>



     a.   The  parties  understand  that the Fixed Basic Rent  described  in the
          Preamble  to this  Lease  does not  include  the  cost of  electricity
          consumed  by Lessee in the  Demised  Premises  and  Lessee  shall,  in
          addition to such Fixed Rent,  be required to pay the  Electric  Energy
          Charge as a  condition  for the  furnishing  by the Lessor of electric
          current to the Demised Premises.  Such Electric Energy Charge shall be
          paid, as Additional Rent, in equal monthly installments  together with
          Fixed Rent commencing on the Commencement Date and throughout the term
          of this Lease. The Electric Energy Charge set forth in the Preamble to
          this Lease  represents  Lessor's and Lessee's  agreed upon charges for
          the annual cost of  providing  electric  current for the  operation of
          lighting fixtures and electrical  outlets  initially  installed in the
          Demised  Premises.  If Lessee's  electrical needs are in excess of the
          standard and customary usage for an office tenant,  then such Electric
          Energy Charge may be subject to adjustments  from time to time,  based
          upon the determination by an electrical  consultant selected by Lessor
          to make a survey of the electrical current and powerload  requirements
          (existing as of the time of such survey) in the Demised Premises.  The
          findings and determinations of the consultant as to the proper cost of
          electricity  being consumed by Lessee in the Demised Premises shall be
          based upon the costs and charges for  electrical  current which Lessee
          would pay to the utility company supplying such current to Lessee as a
          direct consumer, and such findings and determinations shall be binding
          upon the parties provided,  however,  that in the event of any dispute
          between the parties with respect to such findings and  determinations,
          the same shall be submitted to arbitration  before the local office of
          the American Arbitration Association. The Electric Energy Charge shall
          be adjusted  retroactively to the date of the survey to conform to the
          determination of the electrical  consultant (or, to the  determination
          under any arbitration). After such survey and determination shall have
          been made,  Lessor shall deliver to Lessee a copy thereof (as the same
          may  apply to the  Lessee  herein).  Together  with  such  survey  and
          determination,  Lessor shall send a statement to Lessee  setting forth
          an adjustment, to be credited to or paid by Lessee, of an amount equal
          to the  difference  for such  period.  Any  amount to which  Lessee is
          entitled shall be deducted from the Fixed Rent installment payable for
          the month following  delivery such statement or, in the event that any
          such amount shall be due to Lessee after the termination  date of this
          Lease,  such amount shall be promptly paid to Lessee.  Any amount owed
          by Lessee shall be paid with the next installment of Fixed Rent due to
          Lessor hereunder.

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


                                       20


<PAGE>


     c.   Lessee  covenants  that it shall notify  Lessor  immediately  upon the
          introduction of any office  equipment or lighting  different from that
          on the Premises as of Lessor's electrical survey or in addition to the
          aforesaid equipment or lighting on the Premises as of said survey. The
          introduction  of any new or different  equipment or lighting  shall be
          cause for, at Lessor's  election,  a  resurveying  of the  Premises at
          Lessee's expense. Lessor reserves the right to inspect the Premises to
          insure compliance with this provision.

     d.   Lessor  shall not be liable in any way to Lessee for any loss,  damage
          or  expense  which  Lessee  may  sustain  or incur as a result  of any
          failure,  defect or change in the quantity or character of  electrical
          energy available for  redistribution  to the Premises pursuant to this
          Article 22 nor for any  interruption in the supply,  and Lessee agrees
          that such  supply  may be  interrupted  for  inspection,  repairs  and
          replacement  and in  emergencies.  In any event,  the full  measure of
          Lessor's  liability for any interruption in the supply due to Lessor's
          acts or  omissions  shall  be an  abatement  of Fixed  Basic  Rent and
          Additional  Rent,  unless Lessor fails to take such measures as may be
          reasonable  under the  circumstances  to restore such service  without
          undue  delay.  In no event  shall  Lessor be liable  for any  business
          interruption suffered by Lessee.

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

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

     g.   Notwithstanding  anything to the contrary in this  Article 22,  Lessee
          shall not have to pay an Electric  Energy  Charge for the Second Floor
          Space unless or until Lessee  either (i) wholly or partially  occupies
          the Second  Floor  Space or (ii)  Lessee  subleases  the Second  Floor
          Space.

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

     a.   Operating Cost  Escalation -- If the Operating  Costs incurred for the
          Building in which the  Premises are located and Office  Building  Area
          for any Lease Year or Partial  Lease Year  during the Lease Term shall
          be greater than the Base Operating Costs (adjusted proportionately for
          periods less than a Lease Year),  then Lessee shall pay to Lessor,  as
          Additional  Rent,  Lessee's  Percentage  of all such excess  Operating
          Costs.  Operating Costs shall include,  by way of illustration and not
          of  limitation:  personal  property  taxes;  management  fees;  labor,
          including all wages and salaries;




                                       21


<PAGE>


          social  security  taxes,  and other taxes which may be levied  against
          Lessor   upon  such  wages  and   salaries;   supplies;   repairs  and
          maintenance;  maintenance and service  contracts;  painting;  wall and
          window washing;  laundry and towel service; tools and equipment (which
          are not required to be  capitalized  for federal income tax purposes);
          fire and other insurance;  trash removal;  lawn care; snow removal and
          all other items properly constituting direct operating costs according
          to standard accounting practices (hereinafter collectively referred to
          as the "Operating Costs"), but not including  depreciation of Building
          or  equipment;  interest;  income or excess  profits  taxes;  costs of
          maintaining the Lessor's  corporate  existence;  franchise  taxes; any
          expenditures  required  to  be  capitalized  for  federal  income  tax
          purposes,  unless  said  expenditures  are for the purpose of reducing
          Operating Costs within the Building and Office Building Area, or those
          which under  generally  applied  real estate  practice are expensed or
          regarded as deferred  expenses or are required under any  governmental
          or   quasi-governmental   law,   statute,   ordinance,   rule,  order,
          requirements or regulation,  in which event the costs thereof shall be
          included.  The Base  Operating  Costs  shall as be as  defined  in the
          Preamble .

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

     c.   Tax  Escalation  -- If the Real Estate  Taxes for the Building for any
          Lease Year or Partial  Lease  Year,  during the Lease  Term,  shall be
          greater than the Base Real Estate Taxes (adjusted  proportionately for
          periods  less than a Lease  Year),  then Lessee shall pay to Lessor as
          Additional Rent,  Lessee's  Percentage as hereinafter  defined, of all
          such excess Real Estate Taxes.

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

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

          ii.  "Real Estate Taxes" shall mean the property taxes and assessments
               imposed upon the Building,  or upon the rent, as such, payable to
               the Lessor, including,


                                       22


<PAGE>



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

     d.   Lease  Year -- As used in this  Article  23,  Lease  Year shall mean a
          calendar year. Any portion of the Term which is less than a Lease Year
          as hereinbefore  defined,  that is, from the Commencement Date through
          the  following  December  3 1, and from the last  January  1,  falling
          within  the Term to the end of the Term,  shall be  deemed a  "Partial
          Lease Year". Any reference in this Lease to a Lease Year shall, unless
          the context clearly indicates  otherwise,  be deemed to be a reference
          to a Partial  Lease Year if the period in question  involves a Partial
          Lease Year.

     e.   Payment -- At any time, and from time to time, after the establishment
          of the Base Period Costs for each of the categories referred to above,
          Lessor shall  advise  Lessee in writing of Lessee's  Percentage  share
          with  respect  to each of the  categories  as  estimated  for the next
          twelve (12) month  period (or  proportionate  part thereof if the last
          period  prior to the  Lease's  expiration  is less  than  twelve  (12)
          months) as then known to the Lessor, and thereafter,  the Lessee shall
          pay as Additional Rent,  Lessee's  Percentage share of these costs for
          the then  current  period  affected by such advice (as the same may be
          periodically  revised by Lessor as  additional  costs are incurred) in
          equal  monthly  installments,  such new  rates  being  applied  to any
          months,  for which the Fixed Basic Rent shall have  already  been paid
          which are affected by the Operating Cost Escalation and/or Utility and
          Energy Cost Escalation  and/or Tax Escalation Costs above referred to,
          as well as the unexpired months of the current period,  the adjustment
          for the then  expired  months  to be made at the  payment  of the next
          succeeding  monthly  rental,  all subject to final  adjustment  at the
          expiration  of each Lease Year as defined in Article  23(d) hereof (or
          Partial Lease Year if the last period prior to the Lease's termination
          is less than twelve (12) months).  However, Lessor shall be reimbursed
          by Lessee  monthly  during the first  year of the Term for  additional
          Utility and Energy Cost Escalations  resulting from an increase in the
          monthly rate over the Base Utility Rate.

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


                                       23

<PAGE>

     f.   Books and  Reports  -- For the  protection  of  Lessee,  Lessor  shall
          maintain  books  of  account  which  shall be open to  Lessee  and its
          representatives  at all reasonable  times so that Lessee can determine
          that such  Operating,  Utility  and Energy  and Real  Estate Tax Costs
          have, in fact, been paid or incurred.  Lessee's  representatives shall
          mean only (i) Lessee's employees or (ii) a Certified Public Accounting
          firm.  At Lessor's  request,  Lessee shall  execute a  confidentiality
          agreement reasonably  acceptable to Lessor prior to any examination of
          Lessor's  books and records.  In the event Lessee  disputes any one or
          more of said  charges,  Lessee  shall  attempt to resolve such dispute
          with Lessor, provided that if such dispute shall not be satisfactorily
          settled  between  Lessor and Lessee,  the dispute shall be referred by
          either  party to an  independent  certified  public  accountant  to be
          mutually agreed upon, and if such an accountant cannot be agreed upon,
          The American  Arbitration  Association may be asked by either party to
          select an arbitrator,  whose decision on the dispute will be final and
          binding upon both  parties,  who shall  jointly share any cost of such
          arbitration.  Pending  resolution of said dispute the Lessee shall pay
          to  Lessor  the  sum so  billed  by  Lessor  subject  to its  ultimate
          resolution as aforesaid.

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

24.  LESSEE'S  ESTOPPEL:  Lessee  shall,  from  time to time,  on not less  that
     ten(l0) days prior  written  request by Lessor,  execute,  acknowledge  and
     deliver  to  Lessor  a  written  statement  certifying  that  the  Lease is
     unmodified and in full force and effect, or that the Lease is in full force
     and effect as modified and listing the  instruments  of  modification;  the
     dates to which the rents and  charges  have been paid;  and, to the best of
     Lessee's knowledge,  whether or not Lessor is in default hereunder,  and if
     so,  specifying  the nature of the  default.  It is intended  that any such
     statement  delivered  pursuant  to this  Article  24 may be  relied on by a
     prospective  purchaser  of  Lessor's  interest  or  mortgagee  of  Lessor's
     interest or assignee of any  mortgage of Lessor's  interest.  Lessee  shall
     also execute and deliver the form "Lessee  Estoppel  Certificate"  attached
     hereto as Exhibit E.

25.  HOLDOVER TENANCY: If Lessee holds possession of the Premises after the Term
     of this Lease,  Lessee  shall (i) become a tenant from month to month under
     the provisions  herein provided,  but at a monthly basic rental as provided
     for pursuant to N.J.S.A.  2A:42-6 and without the requirement for demand or
     notice by  Lessor  to  Lessee  demanding  delivery  of  possession  of said
     Premises (but  Additional  Rent shall  continue as provided in this Lease),
     which sum shall be payable in advance on the first day of each  month,  and
     such tenancy shall  continue  until  terminated by Lessor,  or until Lessee
     shall have given to Lessor,  at least sixty (60) days prior to the intended
     date of termination, a written notice of intent to terminate such


                                       24

<PAGE>

     tenancy,  which termination date must be as of the end of a calendar month;
     and (ii)  indemnify  Lessor  against loss or liability  resulting  from the
     delay  by  Lessee  in  so  surrendering  the  premises  including,  without
     limitation,  any claims  made by any  succeeding  occupant  founded on such
     delay. Lessee's obligations under this section shall survive the expiration
     or sooner termination of the Term.

26.  RIGHT  TO SHOW  PREMISES:  Lessor  may  show the  Premises  to  prospective
     purchasers  and  mortgagees;  and  during  the  nine  (9)  months  prior to
     termination of this Lease, to prospective tenants, during Building Hours on
     reasonable notice to Lessee.

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

28.  LATE  CHARGE:  Anything in this Lease to the contrary  notwithstanding,  at
     Lessor's option,  Lessee shall pay a "Late Charge" of eight percent (8%) of
     any  installment of Fixed Basic Rent or Additional Rent paid more than Five
     (5) days after the due date thereof, to cover the extra expense involved in
     handling delinquent payments,  said Late Charge to be considered Additional
     Rent.  The  amount  of the  Late  Charge  to be paid  by  Lessee  shall  be
     reassessed and added to Lessee's  obligations for each  successive  monthly
     period until paid.

29.  LESSEE'S INSURANCE:

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

          i.   Commercial General Liability insurance with contractual liability
               endorsements  with  respect to the  Premises  and the business of
               Lessee in which Lessee shall be  adequately  covered under limits
               of  liability  of not less than TWO  MILLION  AND 00/100  DOLLARS
               (2,000,000)  combined  single limit per  occurrence for bodily or
               personal  injury  (including  death) and  property  damage.  Such
               insurance may be carried (x) under a blanket policy  covering the
               Premises and other  locations of Lessee,  if any,  provided  that
               each such policy shall in all  respects  comply with this Article
               and shall specify that the portion of the total  coverage of such
               policy  that  is  allocated  to the  Premises  is in the  amounts
               required  pursuant  to this  Article  29 and (y)  under a primary
               liability  policy of not less than ONE MILLION AND 00/100 DOLLARS
               ($1,000,000)   and  the  balance   under  an   umbrella   policy.
               Notwithstanding anything to the contrary contained in this Lease,
               the  carrying  of  insurance  by Lessee in  compliance  with this
               Article 29 shall not  modify,  reduce,  limit or impair  Lessee's
               obligations and liability under Article 32 hereof.


                                       25

<PAGE>

          ii.  Fire  and  Extended  Coverage,  Vandalism,   Malicious  Mischief,
               Sprinkler Leakage and Special Extended  Coverage  Insurance in an
               amount  adequate to cover the cost of replacement of all personal
               property, decoration, trade fixtures,  furnishings,  equipment in
               the Premises and all contents therein. Lessor shall not be liable
               for any damage to such  property of Lessee by fire or other peril
               includable in the coverage  afforded by the standard form of fire
               insurance  policy with  extended  coverage  endorsement  attached
               (whether  or not such  coverage  is in  effect),  no  matter  how
               caused,  it being  understood that the Lessee will look solely to
               its insurer for reimbursement.

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

          iv.  Said  limits  shall be  subject  to  periodic  review  and Lessor
               reserves the right to increase  said  coverage  limits if, in the
               reasonable  opinion of Lessor,  said coverage becomes  inadequate
               and is less than that  commonly  maintained by tenants in similar
               buildings  in the area by  tenants  making  similar  uses.  On or
               before the Commencement Date, and thereafter at Lessor's request,
               Lessee shall provide  Lessor  evidence of the insurance  coverage
               required  herein in the form of an insurance  certificate or copy
               of the insurance policy .

     b.   All of the aforesaid  insurance shall (i) name Lessor as an additional
          insured;  (ii)  be  written  by  one  or  more  responsible  insurance
          companies  licensed in the State of New Jersey  satisfactory to Lessor
          and  in  farm  satisfactory  to  Lessor;  (iii)  contain  endorsements
          substantially  as  follows:  "It is  understood  and  agreed  that the
          insurer will give to Lessor, or any successor lessor, thirty (30) days
          prior written notice of any material change in or cancellation of this
          policy.";  (iv) shall be written on an "occurrence" basis and not on a
          "claims made" basis.

     c.   Lessee shall be solely  responsible  for payment of premium and Lessor
          (or its  designee)  shall not be  required to pay any premium for such
          insurance.  Lessee shall deliver to Lessor at least  fifteen(l5)  days
          prior to the expiration of such policy, either a duplicate original or
          a certificate  it being the  intention of the parties  hereto that the
          insurance  required under the terms hereof shall be continuous  during
          the  entire  Term of this  Lease and any other  period of time  during
          which  pursuant to the Term hereof,  said  insurance is required.  Any
          insurance  carried  by  Lessee  shall  be in  excess  of and  will not
          contribute with the insurance carried by Lessor for injuries or damage
          arising out of the Premises.

     d.   Lessee agrees,  at its own cost and expense,  to comply with all rules
          and  regulations of the National Fire  Protection  Association  (NFPA)
          National Fire Code.  If, at any time or from time to time, as a result
          of or in  connection  with any  failure  by Lessee to comply  with the
          foregoing sentence or any act or omission or commission by


                                       26

<PAGE>

          Lessee, its employees,  agents,  contractors or licensees, or a result
          of or in  connection  with  the  use to  which  the  Premises  are put
          (notwithstanding  that such use may be for the  purposes  hereinbefore
          permitted or that such use may have been consented to by Lessor),  the
          fire insurance rate(s) applicable to the Premises shall be higher than
          that which would be applicable for a business office legally permitted
          therein,  Lessee agrees that it will pay to Lessor as Additional Rent,
          such portion of the premiums for all Lessor's fire insurance  policies
          in force with respect to the building and the contents of any occupant
          thereof as shall be attributable to such higher rate(s).

     e.   Lessor makes no representation  that the limits of liability specified
          to be  carried  by Lessee or Lessor  under the terms of this Lease are
          adequate to protect Lessee  against  Lessee's  undertaking  under this
          Article 29, and in the event Lessee  believes that any such  insurance
          coverage  called for under this Lease is  insufficient,  Lessee  shall
          provide, at is own expense,  such additional insurance as Lessee deems
          adequate.

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

     g.   Should Lessee fail to maintain the insurance  coverage as set forth in
          this Article 29, then Lessee shall be in default  hereunder  and shall
          be deemed to have breached its covenants as set forth herein.


                                       27



<PAGE>



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

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

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

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

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

35.  OUTSIDE  PARKING SPACES:  Lessee's  occupancy of the Premises shall include
     the use of the  number  of  outside  parking  spaces  as set  forth  in the
     Preamble, all of which will be unassigned.  Lessor shall not be responsible
     for any damage or theft of any vehicle in the parking area and shall not be
     required to keep parking spaces clear of unauthorized vehicles


                                       28


<PAGE>


     or to otherwise  supervise the use of the parking area.  Lessee shall, upon
     request,  promptly  furnish  to  Lessor  the  license  numbers  of the cars
     operated   by   Lessee   and   its   subtenants,    licensees,    invitees,
     concessionaires, officers and employees.

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

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

38.  BROKER:  Lessee  represents  and  warrants to Lessor  that the  Broker,  as
     defined in the Preamble is the sole broker with whom Lessee has  negotiated
     in bringing about this Lease and Lessee agrees to indemnify and hold Lessor
     and its mortgagee(s)  harmless from any and all claims of other brokers and
     expenses in connection  therewith  arising out of or in connection with the
     negotiation of or the entering into this Lease by Lessor and Lessee.  In no
     event  shall  Lessor's  mortgagee(s)  have  any  obligation  to any  broker
     involved in this  transaction.  In the event that no broker was involved as
     aforesaid, then Lessee represents and warrants to the Lessor that no broker
     brought  about this  transaction,  and Lessee  agrees to indemnify and hold
     Lessor  harmless from any and all claims of any broker arising out of or in
     connection  with the  negotiations  of, or entering  into of, this Lease by
     Lessee and Lessor. Broker shall be paid by Lessor by separate agreement.

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


                                       29

<PAGE>


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

41.  DEFINITIONS:

     a.   Common  Facilities -- Common  Facilities  shall mean the  non-assigned
          parking  areas;  lobby;  elevator(s);  fire stairs;  public  hallways;
          public lavatories;  all other general Building facilities that service
          all Building  tenants;  air conditioning  rooms; fan rooms;  janitors'
          closets;  electrical closets;  telephone closets;  elevator shafts and
          machine  rooms;  flues;  stacks;  pipe shafts and vertical  ducts with
          their enclosing  walls.  Lessor may at any time close  temporarily any
          Common  Facilities  to make  repairs or  changes  therein or to effect
          construction, repairs or changes within the Building, or to discourage
          non-tenant  parking,  and may do such  other acts in and to the Common
          Facilities  as in  its  judgement  may be  desirable  to  improve  the
          convenience  thereof,  but  shall  always  in  connection   therewith,
          endeavor to minimize any inconvenience to Lessee.

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

42.  LEASE  COMMENCEMENT:  Notwithstanding  anything  contained  herein  to  the
     contrary,  if Lessor, for any reason whatsoever,  cannot deliver possession
     of the  Premises  to Lessee at the  commencement  of the agreed Term as set
     forth in  Article 2. this Lease  shall not be void or  voidable,  nor shall
     Lessor be liable to Lessee for any loss or damage resulting therefrom,  but
     in that event,  the Term shall be for the full term as  specified  above to
     commence from and after the date Lessor shall have delivered  possession of
     the  Premises  to  Lessee  or from the date  Lessor  would  have  delivered
     possession  of the  Premises to Lessee but for  Lessee's  failure to timely
     supply to Lessor such drawings and/or information  required by Exhibit C or
     for any other  reason  attributable  to Lessee  (herein  the  "Commencement
     Date")  and to  expire  midnight  of the  day  immediately  preceding  Term
     anniversary of the Commencement Date.

43.  NOTICES:  Any notice by either  party to the other  shall be in writing and
     shall be deemed to have been duly given only if (i) delivered personally or
     (ii) sent by registered mail or certified mail return receipt  requested in
     a postage paid envelope  addressed or (iii) sent by  nationally  recognized
     overnight  delivery  service  to the  respective  address  set forth in the
     Preamble  to this  Lease,  or to either at such other  address as Lessee or
     Lessor, respectively,


                                       30


<PAGE>

     may  designate in writing.  Notice shall be deemed to have been duly given,
     if delivered  personally,  on delivery thereof;  if mailed,  upon the third
     (3rd)  day after  the  mailing  thereof  or if sent by  overnight  delivery
     service, the next business day.

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

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

46.  LEASE CONDITION:  This Lease is expressly conditioned upon Lessor receiving
     the consent and approval of Lessor's  mortgagee to its term and  provisions
     not later than thirty (30) days after its execution by Lessee, and delivery
     to Lessor.  Should said consent not be received  within the aforesaid  time
     period,  Lessor may, at Lessor's sole option,  cancel this Lease and return
     the first  month's Fixed Basic Rent and Security  Deposit to Lessee,  which
     Lessee  has  deposited  with  Lessor  upon  execution  of this  Lease,  and
     thereafter the parties shall have no further obligations to each other with
     respect to this Lease.

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

48.  LESSOR'S  RESERVED RIGHT:  Lessor and Lessee  acknowledge that the Premises
     are in a Building  which is not open to the general  public.  Access to the
     Building is  restricted  to Lessor,  Lessee,  their  agents,  employees and
     contractors and to their invited visitors. In the


                                       31

<PAGE>



     event of a labor dispute  including a strike,  picketing,  informational or
     associational  activities  directed at Lessee or any other  tenant,  Lessor
     reserves the right unilaterally to alter Lessee's ingress and egress to the
     Building or make any change in operating conditions to restrict pedestrian,
     vehicular or delivery ingress and egress to a particular location.

49.  LESSOR'S  REPRESENTATIONS:  Lessor hereby warrants and represents to Lessee
     that:

     a.   Lessor has received no notice of any violation  affecting the Premises
          or  the  Building,  and  Lessee  shall  not  be  responsible  for  any
          violations  against the  Premises,  nor against the Building as of the
          commencement of the Term, whether or not of record.

     b.   Lessor  will use its best  efforts  that  the new  construction  to be
          performed hereunder will comply, as required,  with the Americans with
          Disabilities Act.

     c.   Lessor has no knowledge of the  existence of any  hazardous  materials
          condition or of the use of any hazardous materials in the Building.

50.  AFTER-HOURS  USE:  After  hours use of the  Premises  shall be  governed by
     Paragraph 5 of the Preamble.

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

52.  BUILDING PERMIT: This Lease is expressly  conditioned upon Lessor obtaining
     a building  permit from the  appropriate  government  official for Lessee's
     Premises.  Lessor  hereby  agrees to make  application  to said  government
     official  within five (5) days following the execution of the  construction
     drawings for the Premises.

53.  RENEWAL OPTION: Lessee is hereby granted an option to renew this Lease upon
     the following terms and conditions:

     1. At the time of the  exercise  of the  option to renew and at the time of
     the said renewal, the Lessee shall not be in default in accordance with the
     terms and  provisions  of this  Lease,  and shall be in  possession  of the
     Premises pursuant to this Lease.

     2.  Notice of the  exercise  of the  option  shall be sent to the Lessor in
     writing at least nine (9) months before the  expiration of the term of this
     Lease.

     3. The renewal term shall be for the term of Five (5) years, to commence at
     the  expiration  of the  term  of this  Lease,  and  all of the  terms  and
     conditions of this Lease,  other than the rent, shall apply during any such
     renewal term.


                                       32



<PAGE>



     4. The annual  Basic Rent to be paid during the  renewal  term shall not be
     less than that paid for the  Premises  during the last year of the original
     term of the Lease. However, if the fair rental value per square foot at the
     commencement  of the renewal term shall exceed the rent as  established  in
     the preceding  sentence,  the Lessee shall pay such fair rental  value.  In
     determining  the fair rental  value,  the Lessor shall notify Lessee of the
     fair rental value as established by Lessor.  Should Lessee dispute Lessor's
     determination,  then the Lessee shall be free to, at the Lessee's sole cost
     and expense,  employ,  the services of an  appraiser  familiar  with office
     buildings  located  within the Paramus;  New Jersey area  comparable to the
     Building,  who shall be a member of MAI and who shall render an  appraisal.
     If the Lessor and the  Lessee's  appraiser  cannot agree on the fair rental
     value,  or in such case on an  independent  appraiser  acceptable  to both,
     either  party may  request  the local  office of the  American  Arbitration
     Association to appoint such independent  appraiser who shall be a member of
     MAI familiar with office  buildings in the area of the Building and in such
     event the judgement of a majority of the two appraisers and Lessor shall be
     final and binding upon the parties.  The parties shall share equally in the
     cost of any such independent appraiser.  Pending resolution of the issue of
     fair rental value,  the Lessee shall pay the Lessor as of  commencement  of
     the  renewal  term,  the Basic Rent as  established  by Lessor,  subject to
     retroactive adjustment upon final determination of this issue.

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

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

LESSOR:                                              LESSEE:

ZOHAR ZISAPEL PROPERTIES, INC.                   RADVISION, INC.

By: /s/Paul L. Sweeney                              By: /s/Eugene Wolf
    ------------------                                  ------------------
                                                     Eugene Wolf, President
YEHUDA ZISAPEL PROPERTIES, INC.

By: /s/Paul L. Sweeney
   -------------------





                                       34

<PAGE>







                                    EXHIBIT A
                                    ---------

                              LOCATION OF PREMISES



Original document contains pictorial representation of First Floor floor plan of
Premises.





Original document contains pictorial representation of Third Floor floor plan of
Premises.










                                       34




<PAGE>



Original document contains  pictorial  representation of Second Floor floor plan
of Premises.










                                       35


<PAGE>





                                    EXHIBIT B
                                    ---------

                              RULES AND REGULATIONS

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

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

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

4.   SIGNS:  Lessee shall be permitted one exterior sign at the top of the front
     exposure  of the  Building.  The design of this sign shall be  approved  by
     Lessor in advance.  Payment for the sign and obtaining governmental permits
     and  approvals  shall be with Lessee.  No other sign or lettering  shall be
     affixed by Lessee to any part of the outside of the  Premises,  or any part
     of the inside of the Premises so as to be clearly  visible from the outside
     of the  Premises,  without the prior  written  consent of Lessor.  However,
     Lessee  shall have the right to place its name on any door leading into the
     Premises  the size,  color and style  thereof to be subject to the Lessor's
     approval.  Lessee shall not have the right to have additional  names placed
     on the Building directory without Lessor's prior written consent.

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

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

7.   LOCK KEYS: No additional  locks or bolts of any kind shall be placed on any
     of the doors or windows by Lessee.  Lessee  shall,  on the  termination  of
     Lessee's  tenancy,  deliver  to  Lessor  all keys to any space  within  the
     Building either  furnished to or otherwise  procured by Lessee,  and in the
     event of the loss of any keys  furnished,  Lessee  shall pay to Lessor  the
     cost thereof.
                                       36

<PAGE>




     Lessee,  before  closing and leaving the  Premises,  shall  ensure that all
     windows are closed and entrance  doors locked.  Nothing in this Paragraph 7
     shall be deemed to prohibit  Lessee from  installing a burglar alarm within
     the Premises,  provided: (1) Lessee obtains Lessor's consent which will not
     be unreasonably withheld or delayed; (2) Lessee supplies Lessor with copies
     of the plans and  specifications of the system; (3) such installation shall
     not damage the Building;  and (4) all costs of installation  shall be borne
     solely by Lessee.  Lessor shall at all times have separate keys and/or code
     access to any security  system in order to be able to enter the Premises in
     an emergency.

8.   CONTRACTORS:  No contract of any kind with any  supplier of towels,  water,
     toilet articles, waxing, rug shampooing,  venetian blind washing, furniture
     polishing,  lamp  servicing,  cleaning of electrical  fixtures,  removal of
     waste paper, rubbish,  garbage, or other like service shall be entered into
     by Lessee,  nor shall any machine of any kind be  installed in the Building
     or the  Office  Building  Area  without  the prior  written  consent of the
     Lessor.  Lessee shall not employ any persons other than  Lessor's  janitors
     for the purpose of cleaning the Premises  without prior written  consent of
     Lessor.  Lessor shall not be responsible to Lessee for any loss of property
     from the Premises  however  occurring,  or for any damage to the effects of
     Lessee by such janitors or any of its employees,  or by any other person or
     any other cause.

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

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

11.  MOVEMENT OF FURNITURE,  FREIGHT OR BULKY MATTER:  The carrying in or out of
     freight,  furniture  or bulky  matter of any  description  must take  place
     during such hours as Lessor may from time to time reasonably  determine and
     only  after  advance  notice


                                       37

<PAGE>

     to the  superintendent of the Building.  The persons employed by Lessee for
     such work must be reasonably  acceptable to the Lessor. Lessee may, subject
     to these  provisions,  move freight,  furniture,  bulky  matter,  and other
     material into or out of the Premises on Saturdays between the hours of 9:00
     a.m.  and 1 :00  p.m.,  provided  Lessee  pays  additional  costs,  if any,
     incurred by Lessor for elevator  operators or security guards,  and for any
     other  expenses  occasioned by such activity of Lessee.  If, at least three
     (3) days prior to such activity,  Lessor  requests that Lessee deposit with
     Lessor, as security of Lessee's obligations to pay such additional costs, a
     sum  of  which  Lessor  reasonably  estimates  to be  the  amount  of  such
     additional  cost, the Lessee shall deposit such sum with Lessor as security
     of such cost.  There shall not be used in the Building or Premises,  either
     by Lessee or by others in the delivery or receipt of merchandise,  any hand
     trucks except those equipped with rubber tires and side guards, and no hand
     trucks  will  be  allowed  in the  elevators  without  the  consent  of the
     superintendent of the Building.

12.  SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to prescribe the
     weight  and  position  of all  safes  and other  heavy  equipment  so as to
     distribute  properly the weight thereof and to prevent any unsafe condition
     from arising.

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

14.  NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS:  Lessor shall not be
     responsible to Lessee for non-observance or violation of any of these rules
     and regulations by any other tenant.

15.  AFTER  HOURS  USE:  Lessee  shall be  issued a pass key or pass keys to the
     Building for use during after hours periods of 6:00 p.m.  through 7:00 a.m.
     and at all hours on Saturdays,  Sundays and Building Holidays.  Each Lessee
     shall be responsible for all persons for whom such a pass key is issued and
     shall be liable to the Lessor for the acts of such persons.

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

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

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

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

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


                                       38


<PAGE>




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

     e)   the right to limit the space on the  directory  of the  Building to be
          allotted to Lessee; and

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

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

19.  HAZARDOUS  MATERIALS:  The Lessee  shall not store,  introduce or otherwise
     permit any material known to be hazardous within the Premises. Any material
     within the Premises  which is determined  to be hazardous  shall be removed
     and properly disposed of by the Lessee at the Lessee's sole expense.

                                    -- END --

















                                       39





<PAGE>



                                    EXHIBIT C
                                    ---------

                                  LESSOR'S WORK


1.   Lessor  will give an  allowance  or install a ceiling  in the Second  Floor
     Space.

2.   Lessor shall install a new HVAC system on the third floor.

3.   Lessor will close and seal pivot windows on the first and third floors.

4.   Lessor will remove  tinting on third floor  windows,  scraping and cleaning
     residue.



                                       40
<PAGE>

                         Pages 41-45 intentionally omitted.
<PAGE>



                                   EXHIBIT C-1
                                   -----------

                   AIR CONDITIONING & HEATING DESIGN STANDARDS

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

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

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

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

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

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




                                       46

<PAGE>



                                    EXHIBIT D
                                    ---------

                                CLEANING SERVICES

1.   DAILY:

     (a)  Sweep all  resilient  tile floors using  chemically  treated  sweeping
          tools.

     (b)  Empty and clean ash trays and screen sand urns.

     (c)  Empty and clean all waste receptacles; insert plastic liners.

     (d)  Vacuum clean rugs.

     (e)  Clean entrance floor mats.

     (f)  Cleaning of chalk boards when indicated.

     (g)  Mop all lavatory floors using disinfectant;  clean all mirrors; bright
          work.

     (h)  Clean/wipe down glass doors and partition windows (interior glass).

2.   ONCE A MONTH:

     (a)  Hand dust venetian blinds.

     (b)  Remove smudge marks from door jams and around light switches.

     (c)  Dust all furniture, if cleared.

3.   WEEKLY:

     (a)  Wash resilient floors.


                                       47

<PAGE>





                                    EXHIBIT E
                                    ---------

                           TENANT ESTOPPEL CERTIFICATE

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

1.   The  undersigned  is the Lessee  (Tenant)  under that  certain  Lease dated
     ___________ by and between  ________________________  as Lessor  (Landlord)
     and  ______________________  as Lessee,  covering  those  certain  premises
     commonly known and designated as  _________________  r.s.f.  on the ____( )
     floor of _______________________________ ,NJ.

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

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

4.   The undersigned has accepted and now occupies the premises,  and is and has
     been open for  business  since  _____________,  2000.  The Lease term began
     ___________,  2000,  and the rent for said  premises  has been  paid to and
     including  _______________________,  2000 in  conformity  with  this  Lease
     Agreement. No rent has been prepaid for more than two (2) months. The fixed
     minimum rent being paid as above is $_________ per month.  If Lessee is not
     in full  possession,  whether Lessee has assigned the Lease,  sublet all or
     any portion of the Premises,  or otherwise  transferred any interest in the
     Lease or the Premises,  Lessee agrees to provide a copy of such assignment,
     sublease, or transfer upon request.

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

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

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

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

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


                                       48

<PAGE>


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

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



Dated this __________ day of _____________,2000



                                    , LESSEE


-------------------------------------------
Name:
Title:












                                       49