<PAGE>

                                                                    EXHIBIT 10.1

                                      LEASE

                                      FROM:

                      MACK-CALI PROPERTIES CO. NO. 11 L.P.

                                     LESSOR

                                       TO:

                             BARR LABORATORIES, INC.

                                     LESSEE

                                    BUILDING:

                             400 CHESTNUT RIDGE ROAD
                           WOODCLIFF LAKE, NEW JERSEY

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                 <C>
1.   DESCRIPTION:...............................................................     3

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

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

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

5.   CARE AND REPAIR OF PREMISES;ENVIRONMENTAL:.................................     3

6.   ALTERATIONS, ADDITIONS OR IMPROVEMENTS:....................................     7

7.   ACTIVITIES INCREASING FIRE INSURANCE RATES:................................     7

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

9.   COMPLIANCE WITH RULES AND REGULATIONS:.....................................    12

10.  DAMAGE TO BUILDING:........................................................    12

11.  EMINENT DOMAIN:............................................................    13

12.  INSOLVENCY OF LESSEE:......................................................    14

13.  LESSOR'S REMEDIES ON DEFAULT:..............................................    14

14.  DEFICIENCY:................................................................    14

15.  SUBORDINATION OF LEASE:....................................................    15

16.  INTENTIONALLY OMITTED:.....................................................    15

17.  RIGHT TO CURE LESSEE'S BREACH:.............................................    16

18.  CONSTRUCTION LIENS:........................................................    16

19.  RIGHT TO INSPECT AND REPAIR:...............................................    16

20.  SERVICES TO BE PROVIDED BY LESSOR;LESSOR'S EXCULPATION:....................    16

21.  INTERRUPTION OF SERVICES OR USE:...........................................    17

22.  UTILITIES:.................................................................    18

23.  ADDITIONAL RENT:...........................................................    19

24.  ESTOPPEL:..................................................................    24

25.  HOLDOVER TENANCY:..........................................................    25

26.  RIGHT TO SHOW PREMISES:....................................................    25

27.  LESSOR'S WORK;LESSEE'S DRAWINGS:...........................................    25

28.  WAIVER OF TRIAL BY JURY:...................................................    26

29.  LATE CHARGE:...............................................................    26

30.  LESSEE'S INSURANCE:........................................................    26
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                 <C>
31.  NO OTHER REPRESENTATIONS:..................................................    28

32.  QUIET ENJOYMENT:...........................................................    28

33.  INDEMNITY:.................................................................    28

34.  ARTICLE HEADINGS:..........................................................    29

35.  APPLICABILITY TO HEIRS AND ASSIGNS:........................................    29

36.  OUTSIDE PARKING SPACES:....................................................    29

37.  LESSOR'S LIABILITY FOR LOSS OF PROPERTY:...................................    29

38.  PARTIAL INVALIDITY:........................................................    29

39.  LESSEE'S BROKER:...........................................................    30

40.  PERSONAL LIABILITY:........................................................    30

41.  NO OPTION:.................................................................    30

42.  DEFINITIONS:...............................................................    30

43.  INTENTIONALLY OMITTED:.....................................................    31

44.  NOTICES:...................................................................    31

45.  ACCORD AND SATISFACTION:...................................................    31

46.  EFFECT OF WAIVERS:.........................................................    31

47.  LEASE CONDITION:...........................................................    32

48.  MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:................................    32

49.  LESSOR'S RESERVED RIGHT:...................................................    32

50.  AUTHORITY:.................................................................    32

51.  AFTER-HOURS USE:...........................................................    32

52.  INTENTIONALLY OMITTED:.....................................................    33

53.  ADDITIONAL PARKING:........................................................    33

54.  MISCELLANEOUS:.............................................................    33

55.  OPTION TO RENEW:...........................................................    34

56.  LESSEE'S RIGHT OF FIRST OFFER:.............................................    36

57.  GENERATOR:.................................................................    37

58.  ROOF RIGHTS;TELECOM PROVIDER:..............................................    37

59.  LESSOR'S INSURANCE:........................................................    38

60.  ATTORNEY'S FEES:...........................................................    39

61.  PLANNING BOARD APPROVAL:...................................................    39
</TABLE>

                                       ii

<PAGE>

         LEASE, is made the 6th day of February, 2003 ("Lease"), between
MACK-CALI PROPERTIES CO. NO. 11 L.P. ("Lessor") whose address is c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016-3599 and BARR
LABORATORIES, INC. ("Lessee") whose address is 2 Quaker Road, Pomona, New York
10970-0519.

                                    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 this Lease.

2.       BASE PERIOD COSTS shall mean the following:

         A.       Base Operating Costs: Operating Costs incurred during calendar
                  year 2004.

         B.       Base Real Estate Taxes: Real Estate Taxes incurred during
                  calendar year 2004.

         C.       Base Insurance Cost Expenses: Insurance Costs incurred during
                  calendar year 2004.

3.       BUILDING shall mean 400 Chestnut Ridge Road, Woodcliff Lake, New
         Jersey.

4.       BUILDING HOLIDAYS shall be those shown on Exhibit E attached hereto and
         made a part hereof.

5.       BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m.
         and on Saturdays from 8:00 a.m. to 1:00 p.m., but excluding those
         holidays as set forth on Exhibit E attached hereto and made a part
         hereof. Notwithstanding anything hereinabove to the contrary, Lessee
         shall have access to the Premises, the Building, the Common Facilities
         and the parking areas, twenty-four (24) hours per day, seven (7) days
         per week, fifty-two (52) weeks per year, subject to laws and
         requirements of public authorities.

6.       COMMENCEMENT DATE is June 1, 2003.

7.       DEMISED PREMISES OR PREMISES shall be deemed to be eighty-nine thousand
         five hundred ten (89,510) gross rentable square feet, which includes an
         allocable share of the Common Facilities (as defined in Article 42(b)
         hereof).

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

               Exhibit A                          Location of Premises
               Exhibit A-1                        Office Building Area
               Exhibit B                          Rules and Regulations
               Exhibit C                          Lessor's Work; Lessee's Work
               Exhibit C-1                        Air Conditioning and
                                                  Heating Design Standards
               Exhibit D                          Cleaning Services
               Exhibit E                          Building Holidays
               Exhibit F                          Lessee Estoppel Certificate
               Exhibit G                          Commencement Date Agreement

9.       EXPIRATION DATE shall be May 31, 2015.

10.      FIXED BASIC RENT shall be payable as follows:

<TABLE>
<CAPTION>
   Period                                     Yearly Rate               Monthly Installment
   ------                                     -----------               -------------------
<S>                                         <C>                         <C>
6/1/03 - 5/31/04                            $         0.00                 $          0.00
6/1/04-5/31/07                              $ 2,030,086.90                 $    169,173.90
</TABLE>

                                       1

<PAGE>

<TABLE>
<S>                                         <C>                         <C>
6/1/07-5/31/11                              $ 2,119,596.80                 $    176,633.07
6/1/11-5/31/15                              $ 2,209,106.80                 $    184,092.23
</TABLE>

11.      LESSEE'S BROKER shall mean Cushman & Wakefield of New Jersey, Inc.

12.      LESSEE'S PERCENTAGE shall be one hundred percent (100%).

13.      OFFICE BUILDING AREA is as set forth on Exhibit A-1 attached hereto and
         made a part hereof.

14.      PARKING SPACES shall mean all of the existing garage and outdoor
         parking spaces in the Office Building Area, plus an additional
         seventy-seven (77) parking spaces to be constructed by Lessor pursuant
         to Article 53 hereof.

15.      PERMITTED USE shall be general, executive and administrative office
         use, and such uses incidental thereto, including, without limitation,
         cafeteria, storage, training, computer room and fitness center/gym, and
         for no other purpose.

16.      SECURITY DEPOSIT shall be none.

17.      TERM shall mean the period commencing on the Commencement Date through
         and including the Expiration Date, unless extended pursuant to any
         option contained herein.

18.      LESSEE'S CONSTRUCTION PERIOD shall be defined as the period of time
         prior to the Commencement Date in which Lessee takes possession of the
         Premises in order to perform Lessee's Work in accordance with Exhibit C
         attached hereto and made part hereof. Lessee's Construction Period
         shall commence on the date hereof and shall end at 11:59 p.m. on the
         day before the Commencement Date. All terms and conditions contained in
         the Lease, except for those applicable to the payment of Fixed Basic
         Rent and Additional Rent, shall apply during Lessee's Construction
         Period. Lessor shall deliver the Premises to Lessee on the commencement
         of Lessee's Construction Period, vacant and free of all tenancies and
         occupancies.

                                       2

<PAGE>

                              W I T N E S S E T H

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

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
         ("Building") which is situated on that certain parcel of land ("Office
         Building Area") as described on Exhibit A-1 attached hereto and made
         part of this Lease, together, with the right to use in common with
         other lessees of the Building, if any, their invitees, customers and
         employees, those public areas of the 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:

         Lessee shall pay to Lessor during the Term, the Fixed Basic Rent as
         defined in the Preamble ("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 (1st) 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 (1st) day of the month, in
         accordance with the provisions of this Lease herein set forth. Lessor
         acknowledges receipt from Lessee of the first (1st) Monthly Installment
         by check, subject to collection, for Fixed Basic Rent for the first
         month of the 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, except
         as otherwise provided herein.

4.       USE AND OCCUPANCY:

         Lessee shall use and occupy the Premises for the Permitted Use as
         defined in the Preamble. Lessor represents that the Permitted Use is
         permitted by the current certificate of occupancy covering the
         Building. Lessor represents that, to the best of its knowledge, there
         are no violations currently affecting the Building and/or the Office
         Building Area. In any event, Lessor shall, at its sole cost and
         expense, be responsible for removing any violations currently affecting
         the Building and/or the Office Building Area, unless Lessee has caused
         same. Lessee, at its sole cost and expense, shall comply with the
         Americans With Disabilities Act of 1990, as amended, within the
         Premises necessitated by Lessee's particular manner of use of the
         Premises or Lessee's alterations, additions or improvements within the
         Premises, except for Lessor's Work (as defined in Exhibit C).

5.       CARE AND REPAIR OF PREMISES;ENVIRONMENTAL:

         (a)      Lessee shall commit no act of waste and shall take good care
                  of the interior, non-structural portions 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 Lessee's particular use or
                  manner of use of the Premises (as distinguished from its mere
                  use of the Premises) and with any and all environmental

                                       3

<PAGE>

                  requirements resulting from Lessee's use of the Premises, this
                  covenant to survive the expiration or sooner termination of
                  this Lease. However, Lessee shall have the right to contest,
                  by appropriate proceedings diligently conducted in good faith
                  in the name of Lessee or, with the prior consent of Lessor,
                  which consent shall not be unreasonably withheld, conditioned
                  or delayed, in the name of Lessor or both, and without cost or
                  expense to Lessor, the validity or application of any law,
                  ordinance, order, rule, regulation or legal requirement of any
                  nature whatsoever having applicability to this Lease and
                  Lessee's obligations or rights hereunder. Lessee may also
                  postpone compliance with any such law, ordinance, order, rule,
                  regulation or legal requirement pending the outcome of any
                  contest proceedings, even if Lessee incurs a lien, charge or
                  liability by reason of such postponement, to the extent that
                  and for so long as: (i) such contest or postponement does not
                  subject Lessor to criminal or civil liability; (ii) Lessee
                  furnishes to Lessor security, reasonably satisfactory to
                  Lessor, against any lien, loss, fine, penalty, interest or
                  inquiry by reason of any contest or postponement; and (iii)
                  such contest does not impair or negatively affect any pending
                  sale or financing (current or prospective) involving the
                  Building. Lessor will not be required to join any proceedings
                  referred to in this Section unless the provision of any
                  applicable law, rule or regulation at the time in effect
                  requires such proceedings be brought by or in the name of
                  Lessor. In that event, Lessor will join the proceedings or
                  permit them to be brought in its name if Lessee pays all
                  related expenses (including Lessor's reasonable attorney's
                  fees). Lessor shall, subject to the same being included in
                  Operating Costs to the extent provided in Article 23 hereof,
                  make all necessary repairs (including maintenance and
                  replacements, if necessary) to the Premises, the Building,
                  HVAC, and the Building's mechanical, electrical, plumbing,
                  sprinkler and life safety and/or other utility systems, the
                  Common Facilities and to the assigned parking areas, if any
                  (including structure, roof and exterior), except where the
                  repair has been made necessary by misuse or neglect by Lessee
                  or Lessee's agents, servants, visitors or licensees, in which
                  event Lessor shall nevertheless make the repair but Lessee
                  shall pay to Lessor, as Additional Rent, within thirty (30)
                  days after demand, the actual out-of-pocket reasonable costs
                  therefor, together with appropriate supporting documentation.
                  In addition, Lessor shall be responsible for any repairs
                  necessitated by any misuse or neglect by Lessor, or its
                  agents, employees or contractors. All improvements made by
                  Lessee to the Premises, which are so attached to the Premises
                  that they cannot be removed without material injury to the
                  Premises, shall become the property of Lessor upon
                  installation. Not later than the last day of the Term, Lessee
                  shall, at Lessee's expense, remove all Lessee's personal
                  property and those improvements made by Lessee which have not
                  become the property of Lessor, including trade fixtures,
                  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, condemnation, eminent domain or other cause not due
                  to the misuse or neglect by Lessee, Lessee's agents, servants,
                  visitors or licensees excepted. All 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
                  actual out-of-pocket reasonable cost of such removal. Lessor
                  may have any such property stored at Lessee's risk and
                  expense, provided such expense is commercially competitive.

                  All existing cooling towers not being utilized by Lessee in
                  the Building shall remain the property of Lessor and may be
                  removed by Lessor, at its sole cost and expense, at any time.

                  Lessor shall comply with all laws, ordinances, orders, rules,
                  regulations or legal requirements affecting the Building with
                  which Lessee is not required to comply hereunder; provided,
                  however, that the cost of such compliance shall be included in
                  Operating Costs to the extent provided in Article 23 hereof.

                  Notwithstanding the foregoing, Lessor shall inform Lessee at
                  the time Lessor grants its consent to any alteration, addition
                  or improvement, including Lessee's Work (as defined in Exhibit
                  C), whether Lessor shall require Lessee to remove the
                  alteration, addition or improvement at the end of the Term.
                  Lessor hereby approves the plans for Lessee's Work dated
                  January 20, 2003, prepared by The Phillips Group, except

                                       4

<PAGE>

                  that notwithstanding anything contained in such plans,
                  Lessor's Work shall only include Lessor's Work as set forth in
                  Exhibit C, and in the event of any conflict between such plans
                  and Exhibit C hereof, Exhibit C shall control. If Lessor fails
                  to designate an item for removal at the time it consents to
                  such alteration, addition or improvement, such item may remain
                  in the Premises at the expiration or earlier termination of
                  this Lease. In no event shall Lessee be required to remove any
                  part of Lessee's Work or any future alterations, additions or
                  improvements that constitute typical and customary office
                  improvements, including, but not limited to, the data,
                  telephone, telecommunications and computer wiring and cabling,
                  computer room, additional staircase in atrium and cafeteria.
                  In addition, Lessee shall have no obligation to restore the
                  loading dock on the second (2nd) floor of the Building.

         ENVIRONMENTAL

         (b)      COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's
                  own expense, promptly comply with each and every federal,
                  state, county and municipal law, ordinance, rule, regulation,
                  order, directive and requirement, now or hereafter existing
                  relating to the environment, health and human safety
                  (collectively, "Environmental Laws"), applicable to Lessee's
                  use of the Premises, Lessee, Lessee's operations at the
                  Premises, or all of them. Lessee shall not be responsible for
                  the remediation of: (i) any preexisting environmental
                  conditions; or (ii) Contaminants (as hereinafter defined) in
                  violation of Environmental Laws, except to the extent that
                  Lessee or Lessee's Representative (as hereinafter defined) has
                  caused such condition or violation, or exacerbated such
                  condition or violation, in which event, Lessee shall only be
                  responsible to the extent such condition or violation has been
                  caused by Lessee or Lessee's Representative or exacerbated by
                  Lessee or Lessee's Representative. To the best of Lessor's
                  knowledge, there are no Contaminants present in the Building
                  and the Office Building Area which are in violation of
                  Environmental Laws, except as may be set forth in that certain
                  report dated October 15, 2002, prepared for Lessee by Hillman
                  Environmental Group. To the extent there may be Contaminants
                  present in the Building and the Office Building Area which are
                  in violation of Environmental Laws (not caused by or
                  exacerbated by Lessee or Lessee's Representative as set forth
                  above), Lessor shall, as part of Lessor's Work, take all steps
                  and/or perform all work necessary to remove such Contaminants
                  or remediate the condition in compliance with Environmental
                  Laws, and thereafter deliver to Lessee copies of all
                  reasonable documentation evidencing such compliance with
                  Environmental Laws. Nothing contained herein shall be deemed
                  to prevent Lessee from using ordinary office and cleaning
                  supplies in reasonable quantities in the Premises.

         (c)      ISRA COMPLIANCE. To the extent necessary, Lessee shall, at
                  Lessee's own expense, comply with the Industrial Site Recovery
                  Act, N.J.S.A. 13:1K-6 et seq., the regulations promulgated
                  thereunder, and any amending and successor legislation and
                  regulations (collectively, "ISRA") arising out of Lessee's
                  acts or omissions.

                  To the extent necessary, Lessor shall, at Lessor's own
                  expense, comply with ISRA arising out of Lessor's acts or
                  omissions.

         (d)      INFORMATION. At no expense to Lessor, Lessee shall promptly
                  provide all information and sign all reasonable documents
                  requested by Lessor with respect to compliance with
                  Environmental Laws.

                  At no expense to Lessee, Lessor shall promptly provide all
                  information and sign all reasonable documents requested by
                  Lessee with respect to compliance with Environmental Laws.

         (e)      LESSOR AUDIT. Lessee shall permit Lessor and its
                  representatives access to the Premises, from time to time,
                  upon reasonable prior notice, to conduct an environmental
                  assessment, investigation and sampling. Such entry shall be
                  performed in a manner using reasonable efforts to minimize
                  interference with Lessee's use of the Premises, and Lessor
                  shall be accompanied by a representative of Lessee. If it is
                  determined that Lessee has violated the provisions of this
                  Article, and such violation has not been remedied, after the
                  expiration of applicable notice and cure periods, the actual
                  out-of-pocket reasonable cost of the assessment, investigation

                                       5

<PAGE>

                  and sampling shall be borne by Lessee, after delivery to
                  Lessee of reasonable documentation evidencing such violation.

         (f)      LESSEE REMEDIATION. Should any assessment, investigation or
                  sampling reveal the existence of any spill, discharge or
                  placement of Contaminants in, on, under, or about, or
                  migrating from the Premises, the Building or the Office
                  Building Area, caused by Lessee or a Lessee's Representative
                  (as hereinafter defined), then, in addition to being in
                  default under this Lease, after the expiration of the
                  applicable notice and cure periods, and Lessor having all
                  rights available to Lessor under this Lease and by law by
                  reason of such default, Lessee shall, at Lessee's own expense,
                  in accordance with Environmental Laws, undertake all action
                  reasonably required by any governmental authority, including,
                  without limitation, promptly obtaining and delivering to
                  Lessor, copies of reasonable documentation evidencing such
                  compliance with Environmental Laws. For purposes of this
                  Article, the term "Lessee's Representative" shall mean any
                  shareholder, officer, director, member, partner, employee,
                  agent, licensee, assignee, sublessee or invitee of Lessee
                  (other than Lessor or Lessor's Representatives or any lessee
                  or other occupant of the Building (other than a Lessee's
                  Representative)) for whom Lessee is legally responsible.
                  Lessee's remedial action may involve engineering or
                  institutional controls, a groundwater classification exception
                  area or well restriction area, and Lessee's remedial action
                  shall meet the least stringent published or unpublished
                  remediation standards for soil, surface water, groundwater and
                  drinking water for continued use of the Building as commercial
                  (i.e., "non-residential standards"). Promptly upon completion
                  of all required investigatory and remedial activities, Lessee
                  shall, at Lessee's own expense, to Lessor's reasonable
                  satisfaction, restore the affected areas of the Premises, the
                  Building or the Office Building Area, as the case may be, from
                  any damage or condition caused by the investigatory or
                  remedial work performed by Lessee.

         (g)      ENVIRONMENTAL QUESTIONNAIRE. Within fifteen (15) days
                  following Lessor's request, Lessee shall complete, execute and
                  deliver to Lessor an environmental questionnaire in form and
                  substance reasonably satisfactory to Lessor.

         (h)      ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this
                  Article, the term "Environmental Documents" shall mean all
                  environmental documentation concerning the Building or the
                  Office Building Area, in the possession or under the control
                  of Lessee, including, without limitation, plans, reports,
                  correspondence and submissions. During the Term of this Lease
                  and subsequently thereafter, promptly upon receipt by Lessee
                  or Lessee's Representative, Lessee shall deliver to Lessor,
                  copies of all Environmental Documents concerning or generated
                  by or on behalf of Lessee, whether currently or hereafter
                  existing, to the extent then in Lessee's possession or
                  control. In addition, if either party knows that there is an
                  environmental condition within the Building and/or the Office
                  Building Area that poses a threat to health or human safety,
                  such party shall promptly notify the other party.

         (i)      LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS.
                  Notwithstanding anything to the contrary set forth in this
                  Lease, in the event, pursuant to this Lease, Lessee is
                  required to undertake any sampling, assessment, investigation
                  or remediation to the extent required by Environmental Laws,
                  with respect to the Premises, the Building or the Office
                  Building Area, as the case may be, then, at Lessor's
                  reasonable discretion, Lessor shall have the right, upon
                  notice to Lessee, and after the expiration of the applicable
                  notice and cure periods, from time to time, to perform such
                  activities at Lessee's expense, and all actual out-of-pocket
                  reasonable sums incurred by Lessor shall be paid by Lessee, as
                  Additional Rent, within thirty (30) days after written
                  request, together with reasonable documentation.

         (j)      INDEMNITY. Lessee shall indemnify, defend and hold harmless
                  Lessor, Lessor's officers, directors, shareholders, employees
                  and personal or legal representatives from and against any and
                  all claims, liabilities, losses, damages (excluding
                  consequential damages), penalties and costs, foreseen or
                  unforeseen, including, without limitation, reasonable counsel,
                  engineering and other professional or expert fees, which an
                  indemnified party may incur, resulting directly or indirectly,
                  wholly or partly from Lessee's obligations under this Article.
                  In no event shall this indemnity

                                       6

<PAGE>

                  be deemed to cover: (i) preexisting environmental conditions;
                  or (ii) Contaminants in violation of Environmental Laws in the
                  Premises, unless such violation is caused by, or exacerbated
                  by Lessee, its agents, employees, contractors or invitees, in
                  which event, Lessee shall only be responsible to the extent
                  the violation has been caused by, or exacerbated by Lessee,
                  its agents, employees, contractors or invitees.

                  Lessor shall indemnify, defend and hold harmless Lessee,
                  Lessee's officers, directors, shareholders, employees and
                  personal or legal representatives from and against any and all
                  claims, liabilities, losses, damages (excluding consequential
                  damages), penalties and costs, foreseen or unforeseen,
                  including, without limitation, reasonable counsel, engineering
                  and other professional or expert fees, which an indemnified
                  party may incur, resulting directly or indirectly, wholly or
                  partly from Lessor's obligations under this Article.

         (k)      SURVIVAL. This Article shall survive the expiration or earlier
                  termination of this Lease. Lessee's failure to abide by the
                  terms of this Article shall be restrainable or enforceable, as
                  the case may be, by injunction.

         (l)      INTERPRETATION. As used in this Article, the term
                  "Contaminants" shall include, without limitation, any
                  regulated substance, mold, fungus, mildew, toxic substance,
                  hazardous substance, hazardous waste, pollution, pollutant,
                  contaminant, petroleum, asbestos or polychlorinated biphenyls,
                  as defined or referred to in any Environmental Laws. Where a
                  law or regulation defines any of these terms more broadly then
                  another, the broader definition shall apply.

6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

         Lessee shall not make any alterations, additions or improvements in, to
         or about the Premises, with the exception of decorative or
         non-structural alterations, additions or improvements costing less than
         FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) for each alteration,
         addition or improvement, without first obtaining the written consent of
         Lessor, which consent will not be unreasonably withheld, conditioned or
         delayed if they do not affect the Building structure or systems or
         require a Building permit. If Lessor does not consent, Lessor shall
         specify in writing, the reason(s) therefor. Lessor hereby approves the
         closing off of the loading dock on the second (2nd) floor, and Lessee's
         installation of a second (2nd) point of entry on the south side of the
         Building.

         However, Lessor will, at Lessee's sole cost and expense, assist Lessee
         in and execute any reasonable documents required for the procurement of
         any licenses, permits, "sign-offs", approvals or certificates which may
         be required by any governmental agency or authority with respect to any
         alterations, additions or improvements in, to or about the Premises
         consented to by Lessor, and/or for obtaining any services, utilities or
         facilities from any public utility or other provider supplying the same
         to the Building.

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 unless Lessee
         pays to Lessor, within thirty (30) days after written demand and
         delivery to Lessee of reasonable documentation evidencing such
         increased fire insurance rate , the full amount of any increase in the
         rate of fire insurance on the Building resulting therefrom. However,
         Lessor represents and warrants to Lessee that, to the best of Lessor's
         knowledge, Lessee's use of the Premises for the purposes permitted by
         this Lease will not subject Lessee to any obligations (including, but
         not limited to, payment of increased premiums) regarding Lessor's fire
         insurance policies.

8.       ASSIGNMENT AND SUBLEASE:

         Provided Lessee is not in default of any provisions of this Lease,
         after the expiration of the applicable notice and cure periods, Lessee
         may assign this Lease or sublease all or any part of the Premises to
         any party subject to the following:

                                       7

<PAGE>

         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 Lessor in writing no less than thirty (30)
                  days prior to the effective date of any such sublease or
                  assignment, and, prior to such effective date, Lessor shall
                  have the option, exercisable in writing to Lessee within
                  twenty (20) days following Lessor's receipt of Lessee's
                  communication, 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") 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, in either of the aforesaid events,
                  Lessee shall be fully released from any and all obligations
                  hereunder with respect to the Recapture Space. Notwithstanding
                  the foregoing, Lessor shall have no right to exercise its
                  rights pursuant to clauses (i), (ii) or (iii) above, if (x)
                  the space that Lessee proposes to sublet is less than fifty
                  percent (50%) of the Premises, without regard to the term of
                  such subletting, or (y) the space that Lessee proposes to
                  sublet is equal to or greater than fifty percent (50%) of the
                  Premises and the term of such subletting (including renewal
                  options, if any) is to expire at any time prior to the last
                  twelve (12) months of the Term or the Extension Term (as
                  hereinafter defined).

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

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

                  ii.      The assignee shall assume, by written instrument, all
                           of the obligations of this Lease, and a copy of such
                           assumption agreement shall be furnished to Lessor
                           within ten (10) business days of its execution. Any
                           sublease shall expressly acknowledge that 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,
                           after the expiration of the applicable notice and
                           cure periods, 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: (1) be liable for any
                           previous act or omission of Lessee under such
                           sublease; or (2) be subject to any offset not
                           expressly provided in such sublease which theretofore
                           accrued to such sublessee to which Lessor has not
                           specifically consented in writing or by any previous
                           prepayment of more than one (1) month's rent.

                  iv.      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; provided, however, that Lessee
                           shall have no liability during any extension to the
                           Term beyond twenty-two (22) years from the
                           Commencement Date, unless the assignee is an
                           Affiliate of Lessee, or for any property other than
                           the Building.

                  v.       Lessee shall promptly pay to Lessor, fifty percent
                           (50%) of any consideration received for any
                           assignment (excluding goodwill and purchase price of
                           stock

                                       8

<PAGE>

                           or business/assets) and/or fifty percent (50%) of the
                           rent, as and when received, in 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, after
                           first deducting on a ratable basis over the term of
                           any sublease or the remaining Term of this Lease, all
                           reasonable costs and expenses incurred by Lessee
                           (including, without limitation, brokerage fees,
                           attorney's fees, advertising costs, rent concessions,
                           work and improvement allowances) and Lessee's
                           unamortized costs of any alterations and improvements
                           to the Premises made by Lessee. Any consideration for
                           this Lease reasonably allocated to Lessee's
                           furniture, fixtures and equipment may be retained by
                           Lessee in its entirety.

                  vi.      In any event, the acceptance by Lessor of any rent
                           from the assignee or from any sublessee or the
                           failure of Lessor to insist upon the strict
                           performance of any of the terms, conditions and
                           covenants herein, shall not release 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.     In Lessor's reasonable judgment, the proposed
                           assignee or sublessee is engaged in a business or
                           activity, and the Premises, or the relevant part
                           thereof, will be used in a manner, which: (a) is in
                           keeping with the then standard of the Building; and
                           (b) is limited to the use of the Premises as set
                           forth in the Preamble.

                  viii.    The proposed assignee or sublessee shall not then be
                           an occupant of any part of the Building or any other
                           building then owned by Lessor or its affiliates
                           within a three (3) mile radius of the Building,
                           provided that Lessor has equivalent space available
                           in the Building or in any other building then owned
                           by Lessor or its affiliates within a three (3) mile
                           radius of the Building.

                  ix.      The proposed assignee or sublessee is not an entity
                           or a person with whom Lessor is or has been, within
                           the preceding three (3) month period, negotiating to
                           lease space in the Building or any other building
                           owned by Lessor or its affiliates within a three (3)
                           mile radius of the Building, provided that Lessor has
                           equivalent space then available.

                  x.       There shall not be more than eight (8) sublessees,
                           other than Affiliates of Lessee (as hereinafter
                           defined), in the Premises.

                  xi.      Lessee shall not advertise the subtenancy for less
                           than the then current market rent per rentable square
                           foot for the Premises as though the Premises were
                           vacant.

                  xii.     Lessee shall not have: (a) publicly advertised the
                           availability of the Premises without prior notice to
                           and approval by Lessor (which approval shall not be
                           unreasonably withheld, conditioned or delayed),; or
                           (b) listed the Premises for subletting or assignment
                           with a broker, agent or representative who does not
                           waive any entitlement to a commission or other fee
                           from Lessor in the event of a recapturing of the
                           Premises.

                  xiii.    The proposed occupancy shall not, in Lessor's
                           reasonable opinion, increase the density of
                           population using the Premises to exceed one (1)
                           person per one hundred (100) gross rentable square
                           feet of space or exceed the parking allocation
                           presently provided for in this Lease.

                  xiv.     The proposed assignee or sublessee shall only use the
                           Premises for the Permitted Use; provided, however,
                           that such assignee or sublessee shall not use the
                           Premises as a medical or dental treatment facility.

                  xv.      The proposed assignee or sublessee shall not be
                           entitled, directly or indirectly, to diplomatic or
                           sovereign immunity and shall be subject to the
                           service of process in, and the jurisdiction of, the
                           state courts of New Jersey.

                                       9

<PAGE>

                  xvi.     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, plus reasonable attorney's fees if Lessee
                           prevails. Lessee's waiver as to no other claims or
                           causes of action as a result of Lessor's actions in
                           refusing to consent hereunder shall not apply if it
                           is judicially determined that Lessor acted in bad
                           faith or maliciously with respect to its refusal to
                           consent hereunder. The parties agree that the
                           question of Lessor's reasonableness in refusing to
                           consent hereunder may be submitted to expedited
                           arbitration in accordance with the rules of the
                           office of the American Arbitration Association (or
                           any successor) nearest to the Building.

                  xvii.    Within thirty (30) days after Lessor receives
                           Lessee's notice requesting Lessor's consent to a
                           specific subletting or assignment, Lessor shall
                           notify Lessee whether it consents to such subletting
                           or assignment. If Lessor denies Lessee's request for
                           consent to a specific subletting or assignment,
                           Lessor shall specify in writing, the reason(s)
                           therefor. If Lessor fails to respond within such
                           thirty (30) day period, Lessee may send Lessor a
                           second notice which notice shall provide in
                           capitalized and bold type letters that Lessor's
                           failure to respond to such request within five (5)
                           business days shall be deemed Lessor's consent to
                           such subletting or assignment, and if Lessor fails to
                           respond to such request within five (5) business days
                           after Lessor's receipt of such second notice, Lessor
                           shall be deemed to have consented to such subletting
                           or assignment.

         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 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" (as hereinafter defined) 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. The provisions of clauses (a) and
                  (b) of this Article shall not apply to transactions entered
                  into by Lessee with: (i) a Lessee Affiliate (as hereinafter
                  defined); or (ii) a corporation into or with which Lessee is
                  merged or consolidated, or with an entity to which all or
                  substantially all of Lessee's business/assets are transferred
                  or to any sale of all or substantially all of Lessee's stock,
                  or a transfer of all or substantially all of partnership or
                  membership interests, provided (a) Lessee is not then in
                  monetary default under this Lease, or in materially
                  non-monetary default under this Lease, after the expiration of
                  the applicable notice and cure periods, (b) in the case of
                  clause (ii) above, such merger, consolidation or transfer of
                  business/assets, sale of stock or transfer of partnership or
                  membership interests is for a good business purpose and not
                  principally for the purpose of transferring the leasehold
                  estate created hereby, and (c) in the case of clause (ii)
                  above, the assignee or successor entity has a net worth as
                  evidenced by financial statements delivered to Lessor and
                  certified by an independent certified public accountant in
                  accordance with generally accepted accounting practices
                  consistently applied ("Net Worth") after such merger,
                  consolidation or acquisition and assumption equal to or
                  greater than the Net Worth of Lessee on the date hereof.
                  Lessee shall deliver to Lessor proof reasonably satisfactory
                  as to Lessee's Net Worth within ten (10) days prior to the
                  effective date of the transaction. In determining the Net
                  Worth of the assignee or successor for purposes of this
                  Section, Lessee may, at

                                       10

<PAGE>

                  its option, include the Net Worth of any surviving predecessor
                  Lessee continuing to have liability on or under this Lease
                  and/or any guarantor of Lessee's obligations under this Lease.
                  A "Lessee Affiliate" or "Affiliate of Lessee" means a
                  corporation or other entity controlled by, controlling or
                  under common control with Lessee. As used in this Lease, the
                  terms "control", "controlled by" or "under common control
                  with" shall mean ownership of (x) more than fifty percent
                  (50%) of the outstanding voting stock of a corporation (or
                  other majority equity and control interest if not a
                  corporation), and (y) the possession of power to direct or
                  cause the direction of the management and policy of such
                  corporation or other entity, whether through the ownership of
                  voting securities, by statute or according to the provisions
                  of a contract. Lessee may sublet all or any portion of the
                  Premises or assign this Lease to an Affiliate of Lessee
                  without Lessor's consent or recapture rights, provided that
                  Lessee shall continue to be liable under this Lease.

                  Notwithstanding anything contained herein, Lessee shall have
                  the right, without being required to obtain the consent of
                  Lessor or being subject to Lessor's recapture rights
                  hereunder, to permit portions of the Premises to be used under
                  so called "desk sharing" arrangements by persons or entities
                  which are an Affiliate of Lessee (any such person or entity, a
                  "User"), and which User shall only use desk space in the
                  Premises for the purposes permitted by this Lease, and subject
                  to and in compliance with the following terms and conditions:

                  (1)      A User shall have no rights under this Lease;

                  (2)      no separate entrances to the Premises from public
                           areas shall be constructed to access the space used
                           by any User;

                  (3)      any breach or violation of this Lease by a User shall
                           be deemed to be and shall constitute a default by
                           Lessee under this Lease, and any act or omission of a
                           User shall be deemed to be and shall constitute the
                           act or omission of Lessee under this Lease;

                  (4)      the right of a User to occupy a portion of the
                           Premises shall not be deemed to be an assignment of,
                           or sublease under, this Lease and any occupancy of
                           the Premises shall automatically terminate upon
                           expiration or earlier termination of this Lease;

                  (5)      Lessee hereby indemnifies and holds harmless Lessor,
                           any lessor and any mortgagee against loss, claim or
                           damage (excluding consequential) arising from the
                           acts or omission of any User; and

                  (6)      no User shall be entitled, directly or indirectly, to
                           diplomatic or sovereign immunity, and each User shall
                           be subject to the service of process at and the
                           jurisdiction of the courts of, the State of New
                           Jersey.

                  The provisions herein restricting transfers of Lessee's stock
                  shall not apply to any stock transfers among the existing
                  shareholders of Lessee or their immediate family members by
                  reason of estate planning, inheritance, gift , devise, bequest
                  or otherwise, provided that the Net Worth of Lessee shall
                  remain unchanged as a result of such transfer(s).

         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,
                  "Grantor"), for assignment, conveyance, lease, or other
                  disposition to a person, firm or entity other than Lessor
                  (each such transaction, 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 Grantor thereof shall accept upon such
                  Disposition to such other person, firm, or entity, and as to
                  each such Disposition, 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

                                       11

<PAGE>

                  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 thirty (30) days next following its receipt
                  of the written notice as to such Disposition in which to
                  exercise the option to acquire Lessee's interest by such
                  Disposition, and the exercise of the option by Lessor shall be
                  effected by notice to that effect sent to the Grantor, but
                  nothing herein shall require Lessor to accept a particular
                  Disposition or any Disposition, nor does the rejection of any
                  one such offer of first refusal constitute a waiver or release
                  of the obligation of the Grantor to submit other offers
                  hereunder to Lessor. In the event Lessor accepts such offer of
                  first refusal, the transaction shall be consummated pursuant
                  to the terms and conditions of the Disposition described in
                  the notice to Lessor. In the event Lessor rejects such offer
                  of first refusal, Grantor may consummate the Disposition with
                  such other person, firm, or entity, but any decrease in price
                  of more than five percent (5%) of the price sought from Lessor
                  or any change in the terms of payment for such Disposition
                  shall constitute a new transaction requiring a further option
                  of first refusal to be given to Lessor hereunder.

         e.       Without limiting any of the provisions of Articles 12 and 13
                  hereof, if pursuant to the Federal Bankruptcy Code ( "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 (1) 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,
                  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 the Security Deposit in Article 16
                  hereof.

         f.       Except as specifically set forth herein, 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
                  Lessee, nor shall Lessee pledge its interest in this Lease or
                  in any Security Deposit required hereunder.

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 Lessee, for the safety, care
         and cleanliness of the Building, and the comfort, quiet and convenience
         of other occupants of the Building, if any. Lessor agrees to enforce
         each rule and regulation in a uniform and nondiscriminatory manner.
         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 reasonably
         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
         reasonable judgment, to absorb and prevent vibration, noise and
         annoyance.

10.      DAMAGE TO BUILDING:

         If the Building or the parking area(s) servicing 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 thirtieth (30th) day following the
         date of damage, give Lessee a notice of election to terminate this
         Lease (provided that Lessor shall not discriminate against Lessee in
         its decision 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, or if restoration of the damage will
         require more than nine (9) months to complete based upon Lessor's
         estimate or that of its architect/engineer (a copy

                                       13

<PAGE>

         of which shall be delivered by Lessor to Lessee within thirty (30) days
         after the date of such damage), or if such damage is not fully repaired
         and reasonable access to the Premises restored within nine (9) months
         from the date of damage, then, in any such event Lessee may, no later
         than the thirtieth (30th) day following the date of damage or following
         the end of said nine (9) month period, give Lessor a notice of election
         to terminate this Lease. In either of said events, 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 (such obligation to survive the
         termination of this Lease). 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 and Lessee shall
         have no right to terminate this Lease, except as set forth above. The
         time period set forth above for completion of the restoration shall be
         extended for a period not to exceed ninety (90) days for Force Majeure
         (as hereinafter defined). Lessor need not restore fixtures and
         improvements owned by Lessee; provided, however, that any improvements
         that were installed by Lessee and became the property of Lessor upon
         installation pursuant to the terms of this Lease, shall be insured by
         Lessor and restored by Lessor pursuant to the terms and provisions
         hereof. Notwithstanding anything to the contrary contained herein, if
         more than twenty-five percent (25%) of the Premises shall be rendered
         untenantable for the normal conduct of Lessee's business as a result of
         a fire or casualty during the last twelve (12) months of the Term, then
         the terms and conditions of this Article 10 shall continue to control
         and be binding upon Lessor and Lessee except that: (i) Lessee shall
         have the right to terminate this Lease by giving notice to Lessor in
         accordance with this Article 10 if Lessor's estimated time of
         restoration provides that the substantial completion of the repairs of
         the Premises which are Lessor's responsibility will take longer than
         one hundred twenty (120) days from the date of the casualty; and (ii)
         the time period during which Lessor shall substantially complete the
         restoration shall be the later of (x) the date specified in Lessor's
         estimate and (y) one hundred twenty (120) days after the date of such
         casualty, as either such date may be extended for a period not to
         exceed thirty (30) days for Force Majeure.

         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 and Additional Rent, and an equitable
         adjustment in the Base Period Costs as established in the Preamble,
         depending on the period for which and the extent to which the Premises
         are not reasonably usable for the purpose for which they are leased
         hereunder. The words "restoration" and "restore" as used in this
         Article 10 shall include repairs. If the damage results from the gross
         negligence or willful misconduct of 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 (including
         the parking area(s) servicing 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 (such obligation to survive the termination of this Lease).
         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 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 Additional Rent, and an equitable reduction of the Base
         Period Costs as established in the Preamble depending on the period for
         which and the extent to which the Premises so taken are not reasonably
         usable for the purpose for which they are leased hereunder.

                                       13

<PAGE>

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 ten (10) days or other default within thirty (30)
         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 thirty (30) 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 thereafter resume possession of the Premises by
         any lawful means and remove Lessee or other occupants and their
         effects. Lessee shall pay to Lessor, within thirty (30) days after
         demand and delivery of reasonable documentation therefor, such actual
         out-of-pocket reasonable 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. Notwithstanding anything contained herein, Lessee's
         vacating of the Premises shall not be deemed a default of this Lease,
         if Lessee submits to Lessor then current financial statements,
         certified by Lessee's chief financial officer or a certified public
         accountant, evidencing to Lessor's reasonable satisfaction, that Lessee
         has the financial resources to meet its obligations 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 actual
         out-of-pocket reasonable 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 reasonable 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 hereof 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

                                       14

<PAGE>

         reserved, and such occupancy shall not be construed as a release of
         Lessee's liability hereunder.

         Alternatively, in any case where Lessor has recovered possession of the
         Premises by reason of Lessee's default, Lessor may at Lessor's option,
         and at any time thereafter, and without notice or other action by
         Lessor, and without prejudice to any other rights or remedies it might
         have hereunder or at law or equity, become entitled to recover from
         Lessee, as damages for such breach, in addition to such other sums
         herein agreed to be paid by Lessee, to the date of re-entry, expiration
         and/or dispossess, an amount equal to the difference between the 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 hereof, and
         the then fair and reasonable rental value of the Premises for the same
         period. Said damages shall become due and payable to Lessor upon such
         recovery of possession of the Premises by Lessor 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 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. In addition, in the event of a default which results in Lessor
         recovering possession of the Premises, Lessor shall be under a duty
         only to make reasonable efforts to relet the Premises to the extent
         Lessor does not have other space available for lease within a three (3)
         mile radius of the Building, in order to mitigate Lessee's damages as
         provided for in this Article.

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

         Lessor agrees to subordinate its right of distraint on Lessee's
         furniture, fixtures and equipment to any institutional lender of
         Lessee. For purposes hereof, an "institutional lender" shall mean a
         bank, trust company, life insurance company or similar lending
         institution in the business of providing commercial loans.

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, provided that Lessor shall
         obtain a non-disturbance agreement from the holder of any such
         underlying lease, mortgage or trust deed. Any expenses charged by the
         mortgagee in connection with the obtaining of the aforesaid agreement
         shall be paid by Lessor. 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 reasonably
         desired by the holders of said mortgages or trust deed or by any of the
         lessor's under such underlying leases. If any underlying lease to which
         this Lease is subject terminates, Lessee shall, on timely request,
         attorn to the owner of the reversion.

         Lessor represents that there is currently a mortgage encumbering the
         Building and no underlying lease encumbering the Building.

16.      INTENTIONALLY OMITTED:

17.      RIGHT TO CURE LESSEE'S BREACH:

         If Lessee breaches any covenant or condition of this Lease, Lessor may,
         after the expiration of the applicable notice and cure periods (except
         that no notice need be given in case of emergency), cure such breach at
         the expense of Lessee and the actual out-of-pocket reasonable amount of
         all expenses, including reasonable attorney's fees, incurred by Lessor
         in so

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<PAGE>

         doing (whether paid by Lessor or not) shall be deemed Additional Rent
         payable within thirty (30) days after written demand from Lessor,
         together with supporting documentation.

18.      CONSTRUCTION LIENS:

         Lessee shall, within thirty (30) days after notice from Lessor,
         discharge or satisfy by payment, bonding or otherwise, any construction
         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) 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 reasonably necessary or desirable. Provided that Lessor uses
         diligence, temporarily partitions any work area, repairs any damage to
         the Premises and makes reasonable efforts to minimize interference with
         Lessee's quiet enjoyment of the Premises in the first instance, and
         provided any additions or replacements are permanently boxed in and do
         no reduce the square footage of the Premises except to a de minimis
         extent, Lessee shall have no claims or cause of action against Lessor
         by reason thereof. Lessor need not notify Lessee for ordinary, routine
         work and maintenance to be performed by Lessor at the Building on a
         regular basis; provided, however, Lessor shall give Lessee reasonable
         notice (which notice may be oral) prior to Lessor's performance of any
         extraordinary work or maintenance in the Building. In any event, Lessor
         and Lessee shall cooperate with each other to establish reasonable
         standards for Lessor's access to the Premises and the Building. 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, Lessor agrees to furnish, except on holidays, as set forth on
         Exhibit E attached hereto and made a part hereof:

         a.       The cleaning services, as set forth on Exhibit D attached
                  hereto and made a part hereof, and subject to the conditions
                  therein stated, consistent with a first-class office building.
                  Such cleaning to be performed during non-Building Hours.
                  Except as set forth on Exhibit D, Lessee shall pay the cost of
                  all other cleaning services required by Lessee. Lessee shall
                  have the right to request that the cleaning specifications for
                  the Premises be modified and in such event Lessee shall pay,
                  as Additional Rent, the increased cost for such modified
                  cleaning services. Lessee shall also have the right, at its
                  option, at Lessee's sole cost and expense, to elect to have
                  the Premises cleaned by a contractor selected by Lessee,
                  subject to Lessor's approval, which approval shall not be
                  unreasonably withheld, conditioned or delayed. Said contractor
                  shall comply with reasonable requirements imposed by Lessor,
                  including furnishing and maintaining insurance reasonably
                  required by Lessor. In the event Lessee so elects, from and
                  after the date said cleaning contractor commences cleaning the
                  Premises, Lessor shall have no further obligation to provide
                  cleaning services pursuant to Exhibit D, and Lessor shall pay
                  to Lessee an amount equal to $.61 per rentable square foot per
                  annum. Such payment shall be made monthly in advance on the
                  first day of each month. If Lessor fails to pay such amount to
                  Lessee within thirty (30) days after notice to Lessor, Lessee
                  may send Lessor a second notice, which notice shall provide in
                  capitalized and bold type letters that, if Lessor fails to pay
                  such amount within five (5) business days after Lessor's
                  receipt of such second notice, then Lessee may set off, deduct
                  and recoup such amount from the Fixed Basic Rent payable by
                  Lessee hereunder.

         b.       Heating, ventilating and air conditioning ("HVAC") as
                  appropriate for the season, and as set forth on Exhibit C-1
                  attached hereto and made a part hereof, subject to Article 51
                  hereof.

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<PAGE>

         c.       Cold and hot water for drinking, cleaning, lavatory, pantry,
                  cafeteria (provided that Lessee, at its sole cost and expense,
                  shall be responsible for the installation of drains and traps
                  particular to cafeteria use) and fitness center/gym purposes.

         d.       Elevator service twenty-four (24) hours per day, seven (7)
                  days per week, except in the case of an emergency or when work
                  is being performed in the Building by Lessor.

         e.       Intentionally omitted.

         f.       Snow removal and landscaping as reasonably necessary,
                  consistent with a first-class office building.

         g.       Notwithstanding the requirements of Exhibit C-1 (as to HVAC)
                  or Exhibit 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
                  furnishing of, or failure to furnish, any of the aforesaid
                  services or for any interruption to Lessee's business, however
                  occurring, except as otherwise provided herein.

         h.       To the extent permitted by law, Lessor shall provide
                  twenty-four (24) hours per day, seven (7) days per week,
                  fifty-two (52) weeks per year access to the Premises, the
                  Building, the Office Building Area, the Common Facilities and
                  the parking areas, except in the case of an emergency.

         i.       Lessor shall clean the interior and exterior of the outside
                  windows of the Premises and the atrium glass at least two (2)
                  times per year.

21.      INTERRUPTION OF SERVICES OR USE:

         Notwithstanding anything to the contrary contained herein, 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 three (3) consecutive business days, by: (i) 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; or (ii) the failure of Lessor to
         provide any services required to be provided by Lessor hereunder, there
         shall be a proportionate abatement of Fixed Basic Rent and Additional
         Rent payable by Lessee pursuant to Article 23 hereof from and after
         said third (3rd) 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, 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. Supplementing the foregoing, if the Premises are
         rendered untenantable for a period of more than ten (10) days during a
         calendar year, and the Premises are again rendered untenantable for the
         same reason (other than Force Majeure or misuse or neglect by Lessee,
         its agents, servants, visitors or licensees) during such calendar year,
         then Lessee shall be entitled to an abatement of Fixed Basic Rent and
         Additional Rent payable by Lessee pursuant to Article 23 hereof from
         the first (1st) day that the Premises were again rendered untenantable.

22.      UTILITIES:

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<PAGE>

         Lessor shall cause all utilities (i.e., electricity, gas, sewer, water,
         etc.) (collectively, "utilities") to be supplied to the Premises, the
         Building and the Office Building Area, and to permit Lessee to receive
         utilities for Lessee's use of the heating, ventilation and air
         conditioning ("HVAC") system ("Building Standard Utility Service").
         Upon the earlier of (i) June 1, 2003; or (ii) the date Lessee or anyone
         claiming under or through Lessee shall occupy the Premises for the
         conduct of business, Lessee shall obtain and pay for Lessee's separate
         supply of such utilities by direct application to, and arrangement
         with, the public utility companies servicing the Building. Lessor or
         the applicable public utility company shall provide such meters used to
         measure such utilities service. Lessee shall pay all charges with
         respect to consumption of utilities directly to the public utility
         companies servicing the Building. If, pursuant to a legal requirement
         or the policies or operating practices of the public utility company
         servicing the Building, Lessee is no longer permitted to obtain
         utilities directly from the public utility company, Lessor will furnish
         utilities to the Premises, the Building and the Office Building Area as
         measured by the meter(s), at utility rates at which Lessor is paying
         for such utilities for the Building (i.e., no "mark up"). Lessee shall
         defend, indemnify and hold harmless Lessor from all liability, damages
         (excluding consequential), costs, fees, expenses, penalties and charges
         (including, but not limited to, reasonable attorney's fees and
         disbursements) incurred in connection with: (i) Lessee's failure to pay
         for any utilities provided to Lessee hereunder; or (ii) misuse or
         neglect by Lessee of the meters(s) and equipment supplying the
         utilities. In no event shall Lessor have any liability for its failure
         to provide any service required to be provided by Lessor hereunder, if
         such failure is caused by: (a) Lessee's failure to pay for any
         utilities or (b) any act or omission of Lessee, its agents, employees,
         contractors or invitees.

         a.       Lessee's use of electric current in the Premises, the Building
                  and the Office Building Area shall not exceed the capacity of
                  any electrical conductors and equipment in or otherwise
                  serving the Premises, the Building and the Office Building
                  Area.

         b.       Lessee shall not, without the prior consent of Lessor, which
                  consent shall not be unreasonably withheld, conditioned or
                  delayed, make or perform or permit any alteration to wiring
                  installations (other than telephone, computer, data and
                  telecommunications wiring and/or cabling) or other electrical
                  facilities for the supply of electric current located in or
                  serving the Premises, the Building and the Office Building
                  Area. If Lessor grants such consent, all additional conduit,
                  feeders and wiring and other equipment or other facilities
                  required therefor shall be provided and/or installed by Lessor
                  and the actual out-of-pocket reasonable cost thereof shall be
                  paid by Lessee as Additional Rent, within thirty (30) days
                  after demand therefor and delivery to Lessee of reasonable
                  documentation therefor.

         c.       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 utilities available for redistribution to the
                  Premises, the Building or the Office Building Area pursuant to
                  this Article nor for any interruption in the supply, unless
                  caused by the willful misconduct of Lessor, 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
                  ofFixed Basic Rent and Additional Rent. In no event shall
                  Lessor be liable for any business interruption suffered by
                  Lessee.

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

23.      ADDITIONAL RENT:

         It is expressly agreed that Lessee will pay in addition to the Fixed
         Basic Rent provided in Article 3 hereof, 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).

         a.       OPERATING COST ESCALATION -- If the Operating Costs incurred
                  for the Building in which the Premises are located and the
                  Office Building Area for any Lease Year (as hereinafter
                  defined) or Partial Lease Year (as hereinafter defined) during
                  the Term,

                                       18

<PAGE>

                  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 mean any and all costs and expenses paid by Lessor for
                  the repair, maintenance, operation and management of the
                  Building in a first- class manner, and shall include, by way
                  of illustration and not of limitation: cleaning as set forth
                  in Exhibit D; personal property taxes; management fees in an
                  amount not to exceed the management fees incurred by
                  comparable owners of comparable buildings in Bergen County,
                  New Jersey; labor, including all wages and salaries for
                  employees of Lessor at the grade of Property Manager and
                  below; 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); trash removal; lawn care;
                  snow removal; and all other items properly constituting direct
                  operating costs according to standard accounting practices
                  (collectively, "Operating Costs"), but not including 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 hereafter adopted, in which event the costs thereof
                  shall be included to the extent as hereinafter set forth.
                  Notwithstanding anything herein to the contrary, any
                  additional costs incurred by Lessor during the 2004 calendar
                  year by reason of Lessor or any of its vendors entering into
                  new labor contracts or renewals or modifications of existing
                  labor contracts, shall not be included in Base Operating
                  Costs. The Base Operating Costs shall be as defined in the
                  Preamble. The Base Operating Costs shall include $.61 per
                  gross rentable square foot of the Premises for the cleaning
                  component of Operating Costs. If Lessee elects to perform its
                  own cleaning services pursuant to Section 20a. hereof, the
                  Base Operating Costs and Operating Costs for each year
                  thereafter shall continue to include $.61 per gross rentable
                  square foot of the Premises. Notwithstanding anything
                  hereinabove to the contrary, Operating Expenses shall exclude
                  the following:

                           (1)      Lessor's gross receipts taxes, special
                                    assessments, franchise, income, excess
                                    profits and other business taxes;

                           (2)      rentals or increases in rentals from any
                                    ground lease, if any, that affects the
                                    Building or the Office Building Area;

                           (3)      consulting costs and expenses paid by Lessor
                                    unless they relate exclusively to the
                                    improved management or operation of the
                                    Building or the Office Building Area;

                           (4)      the cost of any "tap fees" or one time sewer
                                    or water connection fees for the Building or
                                    the Office Building Area;

                           (5)      the cost of repair or replacement for any
                                    item covered by a warranty in favor of
                                    Lessor;

                           (6)      the cost of tools, equipment and material
                                    used in the rehabilitation of the Building
                                    or the Office Building Area;

                           (7)      costs directly resulting from the gross
                                    negligence or willful misconduct of Lessor
                                    or its agents, contractors or employees;

                           (8)      costs for which Lessor is reimbursed (or has
                                    a contractual right to be reimbursed) by any
                                    insurance or from any other source, refunded
                                    or indemnified;

                           (9)      leasing commissions, legal fees and other
                                    expenses incurred by Lessor or its agents in
                                    connection with the procurement of, or
                                    negotiations or disputes with lessees or
                                    prospective lessees for the Building;

                           (10)     costs or expenses associated with the
                                    enforcement of any leases by Lessor;

                           (11)     costs or fees relating to the defense of
                                    Lessor's title to or interest in the real
                                    estate of which the Building is a part;

                           (12)     costs incurred by Lessor in connection with
                                    the construction of the Building and related
                                    facilities;

                           (13)     expenses for the correction of defects in
                                    Lessor's construction of the Building;

                                       19

<PAGE>

                           (14)     any costs or expense relating to Lessor's
                                    obligations under any workletter to
                                    construct lessee improvements, including
                                    Lessor's Work;

                           (15)     costs (including permit, license and
                                    inspection fees) incurred in renovating or
                                    otherwise improving or decorating space for
                                    any lessee or prospective lessee in the
                                    Building;

                           (16)     costs for renovating or improving vacant or
                                    unleased space in the Building (including
                                    rent concessions and improvement
                                    allowances);

                           (17)     Lessor's costs of any services sold or
                                    provided to a lessee for which Lessor is
                                    entitled to be reimbursed by such lessee
                                    under the lease with such lessee (e.g.,
                                    overtime services);

                           (18)     depreciation or other "non-cash" expense
                                    items;

                           (19)     expenses in connection with services or
                                    other benefits of a type which are not
                                    provided to Lessee but which are provided to
                                    another lessee or occupant;

                           (20)     damages or costs incurred due to violation
                                    by Lessor or any lessee of the terms and
                                    conditions of any lease;

                           (21)     payments for overhead and/or profit to
                                    subsidiaries or affiliates of Lessor, or to
                                    any party as a result of a non-competitive
                                    selection process, for management or other
                                    services on or to the project, or for
                                    supplies or other materials to the extent
                                    that the costs of such services, supplies,
                                    or materials exceed the costs that would
                                    have been paid had the services, supplies or
                                    materials been provided by parties
                                    unaffiliated with Lessor on a competitive
                                    basis;

                           (22)     principal or interest on debt or
                                    amortization payments on any mortgages or
                                    deeds of trust for the Building or the
                                    Office Building Area;

                           (23)     Lessor's general corporate overhead and
                                    general administrative expenses;

                           (24)     any compensation paid to clerks, attendants
                                    or other persons working in or managing
                                    commercial concessions operated by Lessor;

                           (25)     rentals and other related expenses incurred
                                    in leasing air conditioning systems,
                                    elevators or other equipment ordinarily
                                    considered to be a capital nature, except
                                    (i) such expenses shall be included in
                                    Operating Costs to the extent the cost for
                                    such equipment would have been included
                                    therein had the equipment been purchased,
                                    and (ii) for equipment which is used in
                                    providing janitorial services and which is
                                    not affixed to the Building or the Office
                                    Building Area;

                           (26)     all items and services for which Lessee
                                    reimburses Lessor or pays third parties or
                                    which Lessor provides selectively to one or
                                    more lessees or occupants of the Building or
                                    the Office Building Area (other than Lessee)
                                    without reimbursement or payment;

                           (27)     any expense for Lessor's advertising and
                                    promotional program for the Building;

                           (28)     repairs or other work caused by fire,
                                    windstorm or other casualty;

                           (29)     repairs or other work made necessary by the
                                    exercise of eminent domain or condemnation;

                           (30)     costs attributable to another property of
                                    Lessor;

                           (31)     costs incurred with respect to any sale,
                                    financing/refinancing or other transfer of
                                    the Building or the Office Building Area, or
                                    Lessor's interest therein;

                           (32)     costs of maintaining Lessor's corporate
                                    existence;

                           (33)     attorney's fees and disbursements;

                           (34)     rent concessions;

                           (35)     bad debt loss, rent losses and reserves for
                                    bad debts or rent losses;

                           (36)     fines, penalties, interest and other costs
                                    resulting directly from violations by Lessor
                                    or its agents, contractors, employees or
                                    other lessees, if any;

                           (37)     costs to comply with Environmental Laws
                                    enacted prior to the date hereof;

                           (38)     Real Estate Taxes (as hereinafter defined);

                           (39)     sculpture, paintings and art (but not
                                    maintenance of, or security for, such
                                    items);

                           (40)     charitable and political contributions;

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<PAGE>

                           (41)     rent or imputed rent for on-site
                                    management/leasing office;

                           (42)     purchasing air rights; and

                           (43)     the costs incurred by Lessor in providing
                                    the valet/attendant parking as provided in
                                    Article 53 hereof.

                  If any repair, replacement or improvement within the
                  definition of Operating Costs is capitalized under generally
                  accepted accounting principles, then: (A) the cost of any such
                  repair, replacement or improvement shall only be included in
                  Operating Costs if such repair, replacement or improvement (i)
                  is necessary to comply with any governmental or
                  quasi-governmental law, statute, ordinance, rule, order,
                  requirements or regulation, which is enacted or promulgated
                  after the date hereof, (ii) is reasonably intended to reduce
                  Operating Costs, or (iii) constitutes a replacement which in
                  Lessor's reasonable judgment is economically prudent to make
                  in lieu of repairs; (B) the cost thereof shall be amortized on
                  a straight-line basis over the useful life of such repair; and
                  (C) there shall be included in Operating Costs in each Lease
                  Year such portion of the amortization period which occurs
                  during the Term; provided, however, that all amounts thereof
                  included in Operating Costs in any Lease Year subsequent to
                  the year paid shall have added thereto interest (at the rate
                  equal to two (2) percentage points in excess of the prime rate
                  as established by Chase Manhattan Bank, or its successor) from
                  the date Lessor incurred such cost.

                  It is understood that Operating Costs shall be reduced by all
                  cash discounts, trade discounts or quantity discounts received
                  by Lessor in the purchase of any goods, utilities or services
                  in connection with the operation of the Building. Lessor shall
                  make payments for goods, utilities and services in a timely
                  manner to obtain the maximum possible discount.

                  In the calculation of Operating Costs, it is understood that
                  no expense shall be charged more than once.

                  Notwithstanding anything contained herein to the contrary, any
                  costs and expenses incurred by Lessor in maintaining the
                  existing roof on the Building shall be excluded from Operating
                  Costs. The costs incurred by Lessor in replacing the existing
                  roof shall be excluded from Operating Costs. If Lessor
                  replaces the roof on the Building and Lessor obtains a fifteen
                  (15) year warranty from the roofing contractor, then the
                  reasonable and customary costs and expenses in maintaining and
                  inspecting the new roof shall be included in Operating Costs.

                  Lessor shall obtain a ten (10) year warranty on the
                  waterproofing of the roof planters on the Building. The cost
                  of waterproofing the roof planters shall not be included in
                  Operating Costs, but the reasonable and customary costs and
                  expenses in maintaining and inspecting the planters shall be
                  included in Operating Costs.

         b.       FUEL, UTILITIES AND ELECTRIC COST ESCALATION ("Utility and
                  Energy Costs") -- Intentionally omitted.

         c.       TAX ESCALATION -- If the Real Estate Taxes for the Building
                  and the Office Building Area at which the Premises are located
                  for any Lease Year or Partial Lease Year, during the 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 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.

                           If Lessor obtains a reduction in Base Real Estate
                           Taxes, Base Real Estate Taxes shall be reduced (such
                           reduction to include the actual out-of-pocket
                           reasonable expenses incurred by Lessor in obtaining
                           such reduction, including legal, appraisers' and
                           consultants' fees, provided that the expenses
                           incurred in obtaining the reduction shall not exceed
                           the amount of the reduction), prior Real Estate Tax
                           escalation payments (if any) by Lessee shall be
                           recalculated

                                       21

<PAGE>

                           and Lessee shall pay Lessor Lessee's Percentage of
                           the increased amount of Real Estate Tax escalation
                           payments for each prior Lease Year. Lessee's payment
                           under this paragraph shall be made within thirty (30)
                           days after Lessor's billing therefor. Notwithstanding
                           the foregoing, Lessor shall have a one-time right to
                           reduce Base Real Estate Taxes, provided that Lessor
                           shall have no right to reduce Base Real Estate Taxes
                           after December 31, 2005.

                  ii.      "Real Estate Taxes" shall mean the property taxes and
                           assessments imposed upon the Building and the Office
                           Building Area, or upon the rent, as such, payable to
                           Lessor, including, but not limited to, real estate,
                           city, county, village, school and transit taxes, or
                           taxes, assessments, or charges levied, imposed or
                           assessed against the Building and the Office Building
                           Area by any other taxing authority, whether general
                           or specific, ordinary or extraordinary, foreseen or
                           unforeseen. Real Estate Taxes shall be determined as
                           if the Building were the sole asset of Lessor, and
                           assessments payable in installments shall be included
                           in Real Estate Taxes for a Lease Year only to the
                           extent of the installments payable during that Lease
                           Year. Lessor will timely pay all Real Estate Taxes in
                           the maximum number of installments permitted by law.
                           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 Real Estate Taxes, such franchise, income
                           or profit tax shall be deemed to be Real Estate Taxes
                           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, Real Estate Taxes as hereinbefore
                           provided) shall not be deemed Real Estate Taxes for
                           the purposes hereof. Real Estate Taxes shall not
                           include:

                                    (1)      inheritance taxes;

                                    (2)      gift taxes;

                                    (3)      transfer taxes;

                                    (4)      franchise taxes;

                                    (5)      excise taxes;

                                    (6)      income taxes (gross or net);

                                    (7)      profit taxes;

                                    (8)      capital levies/stock taxes;

                                    (9)      late charges, interest and
                                             penalties;

                                    (10)     increases in taxes resulting from
                                             financing/refinancing or a sale or
                                             transfer of ownership of the
                                             Building or the Office Building
                                             Area or any interest therein;

                                    (11)     estate taxes;

                                    (12)     gains taxes;

                                    (13)     unincorporated business taxes;

                                    (14)     rent taxes;

                                    (15)     assessments in connection with
                                             original site plans;

                                    (16)     assessments levied against another
                                             lessee due to improvements made by
                                             such lessee;

                                    (17)     succession taxes; and

                                    (18)     increases due to additions to the
                                             Building or the Office Building
                                             Area for the sole benefit of
                                             Lessor.

                  Lessor represents that: (i) the Building is assessed as a
                  fully completed building; (ii) the Building is not in a
                  business improvement district or economic redevelopment zone;
                  (iii) there are no abatements/exemptions currently in effect;
                  and (iv) there are no special or other assessments currently
                  in effect.

                  If Lessor elects not to contest Real Estate Taxes for any
                  Lease Year, Lessee may request that Lessor contest Real Estate
                  Taxes for such Lease Year, provided that Lessor shall have no
                  obligation to do so. If Lessor elects not to contest Real
                  Estate Taxes after Lessee has requested Lessor to do so,
                  Lessee shall have the right to contest Real Estate Taxes, at
                  its sole cost and expense, provided that Lessee shall give
                  Lessor not less than fifteen (15) days notice of its intention
                  to do so. Lessor shall cooperate with Lessee in Lessee's
                  contest of Real Estate Taxes, provided that Lessor shall have
                  no obligation to expend any monies in connection therewith.

                                       22

<PAGE>

         d.       INSURANCE COST ESCALATION - If the Insurance Costs for the
                  Building and the Office Building Area for any Lease Year or
                  Partial Lease Year, during the Term, shall be greater than the
                  Base Insurance Expenses (adjusted proportionately for periods
                  less than a Lease Year), then Lessee shall pay to Lessor as
                  Additional Rent, Lessee's Percentage of such excess Insurance
                  Costs.

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

                  i.       "Base Insurance Expenses" shall be as defined in the
                           Preamble.

                  ii.      "Insurance Costs" shall mean all fire and other
                           insurance costs incurred by Lessor in connection with
                           its operation and maintenance of the Building and the
                           Office Building Area, for any Lease Year or Partial
                           Lease Year, during the Term, not in excess of that
                           maintained by comparable owners of comparable
                           buildings in Bergen County and commercially
                           competitive.

         e.       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 31, 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.

         f.       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 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
                  expiration of this Lease is less than twelve (12) months) as
                  then known to Lessor, and thereafter, Lessee shall pay as
                  Additional Rent, Lessee's Percentage of these costs for the
                  then current period affected by such advice (as the same may
                  be periodically revised by Lessor (but no more often than four
                  (4) times per year) as additional costs are incurred), in
                  equal monthly installments, such new rates being applied to
                  any months, for which the Additional Rent shall have already
                  been paid which are affected by the Operating Cost Escalation,
                  Tax Escalation Costs and/or Insurance Cost Escalation, 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 (or Partial
                  Lease Year, if the last period prior to the termination of
                  this Lease is less than twelve (12) months).

                  In the event the last period prior to the termination of this
                  Lease 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.

         g.       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 Costs, Real Estate Taxes and
                  Insurance 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, and neither Lessee's
                  employees nor any Certified Public Accounting firm shall be
                  permitted to (A) perform such inspection and/or audit on a
                  contingency basis, or (B) perform such an inspection and/or
                  audit for any other lessee in the Building. 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 (or successor thereto) may be asked by
                  either party to select an arbitrator,

                                       23

<PAGE>

                  whose decision of the dispute will be final and binding upon
                  both parties, who shall jointly share any cost of such
                  arbitration. Pending resolution of said dispute, Lessee shall
                  pay to Lessor the sum so billed by Lessor under protest and
                  without prejudice subject to its ultimate resolution as
                  aforesaid. If, based upon Lessee's inspection, it is
                  determined (either by agreement of the parties or by a final
                  unappealable arbitration award) that based upon Lessor's books
                  and records for Operating Costs, Real Estate Taxes and/or
                  Insurance Costs for any Lease Year, the sums paid by Lessee
                  hereunder in such Lease Year exceeded Lessee's actual
                  Operating Costs, Real Estate Taxes and/or Insurance Costs for
                  such Lease Year by more than five percent (5%), then Landlord
                  will reimburse Tenant for the reasonable costs it incurred to
                  outside, independent auditors to conduct such inspection. Such
                  reimbursement shall be made within thirty (30) days after
                  demand based upon reasonable substantiation by Lessee of such
                  costs. If Lessee is entitled to a refund on account of any
                  overpayment, then, at Lessor's option, the overpayment shall
                  be either refunded directly to Lessee or applied against
                  future payment(s) of Additional Rent. Lessor's obligation to
                  reimburse Lessee hereunder shall survive the expiration or
                  earlier termination of this Lease.

         h.       RIGHT OF REVIEW -- Once Lessor shall have finally determined
                  Operating Costs, Real Estate Taxes and Insurance 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 nine (9) months
                  after such charge is finally established, and Lessee
                  specifically waives any right to dispute any such charge at
                  the expiration of said nine (9) month period.

         i.       OCCUPANCY ADJUSTMENT -- If, with respect to the Operating Cost
                  Escalation, the Building is less than one hundred percent
                  (100%) leased during the establishment of the respective Base
                  Periods, then the Base Costs incurred with respect to said
                  Operating Costs shall be adjusted during any such period
                  within the Base Period so as to reflect one hundred percent
                  (100%) leasing. Similarly, if during any Lease Year or Partial
                  Lease Year, subsequent to the Base Period the Building is less
                  than one hundred percent (100%) leased, then the actual costs
                  incurred for Operating Costs shall be increased during any
                  such period to reflect one hundred percent (100%) leasing so
                  that at all times after the Base Period the Operating Costs
                  shall be actual costs, but in the event less than one hundred
                  percent (100%) of the Building is leased during all or part of
                  the Lease Year involved, the Operating Costs shall not be less
                  than that which would have been incurred had one hundred
                  percent (100%) of the Building been leased. The aforesaid
                  adjustment shall only be made with respect to those items that
                  are in fact affected by variations in occupancy levels.

24.      ESTOPPEL:

         Lessee shall, from time to time, on not less that ten (10) business
         days prior written request by Lessor, execute, acknowledge and deliver
         to Lessor a written statement certifying that this Lease is unmodified
         and in full force and effect, or that this Lease is in full force and
         effect as modified and listing the instruments of modification; the
         dates to which the rent has 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 and made a part hereof as Exhibit F.

         Upon Lessee's request, Lessor shall deliver an estoppel certificate to
         Lessee certifying the foregoing, mutatis mutandis.

25.      HOLDOVER TENANCY:

         a.       If Lessee holds possession of the Premises after the
                  Expiration Date of this Lease, Lessee shall: (i) become a
                  lessee from month-to-month under the provisions herein
                  provided, but at one hundred fifty percent (150%) of the
                  monthly Fixed Basic Rental

                                       24

<PAGE>

                  for the last month of the Term, plus the Additional Rent, for
                  the first (1st) month of Lessee's holding over and two hundred
                  percent (200%) of the monthly Fixed Basic Rent for the last
                  month of the Term, plus the Additional Rent, thereafter, which
                  shall continue as provided in this Lease and which sum shall
                  be payable in advance on the first (1st) day of each month,
                  and without the requirement for demand or notice by Lessor to
                  Lessee demanding delivery of possession of said Premises, and
                  such tenancy shall continue until terminated by Lessor, or
                  until Lessee shall have given to Lessor, at least thirty (30)
                  days prior to the intended date of termination, a written
                  notice of intent to terminate such tenancy, which termination
                  date must be as of the end of a calendar month; 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, provided that Lessor notifies Lessee
                  thereof. Lessee's obligations under this Section shall survive
                  the expiration or sooner termination of the Lease. The time
                  limitations described in this Article 25 shall not be subject
                  to extension for Force Majeure.

         b.       Notwithstanding anything hereinabove to the contrary, Lessee
                  shall have the one-time right to holdover in the Premises for
                  a period of four (4) months ("Holdover Term") commencing on
                  the day immediately following the Expiration Date. Lessee may
                  exercise its option in respect of such holdover by giving
                  notice of the exercise thereof to Lessor not later than nine
                  (9) months prior to the Expiration Date, TIME BEING OF THE
                  ESSENCE in connection with the exercise of Lessee's holdover
                  option pursuant to this Article. Such holdover shall be upon
                  the same covenants and conditions, as herein set forth except
                  for the Fixed Basic Rent, which shall one hundred twenty-five
                  percent (125%) of the monthly Fixed Basic Rent for the last
                  month of the Term, plus the Additional Rent which shall
                  continue as provided in this Lease and which sum shall be
                  payable in advance on the first day of each month, and without
                  the requirement for demand, and except that Lessee shall have
                  no further right to extend the Term of this Lease. From and
                  after the expiration of the Holdover Term, the provisions of
                  Section 25a. hereof shall be applicable. If Lessee shall
                  exercise its option under this Section 25b., then Lessee shall
                  no longer have any options pursuant to Articles 55 and 56
                  hereof.

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 lessees, during Building Hours on reasonable notice to
         Lessee. In connection with the foregoing, Lessor shall endeavor to
         minimize interference with Lessee's use of the Premises.

27.      LESSOR'S WORK;LESSEE'S DRAWINGS:

         Lessee shall accept the Premises "as is", except for latent and/or
         structural defects and except that Lessor shall perform Lessor's Work
         (defined in Paragraph A.1. of Exhibit C attached hereto and made a part
         hereof, at Lessor's sole cost and expense. Any other work, changes or
         improvements made to the Premises shall be performed at Lessee's
         expense in accordance with the terms of this Lease. Lessor's Work shall
         be performed at the same time Lessee is performing Lessee's Work (as
         defined in Exhibit C) in the Premises, and Lessee and Lessor shall
         coordinate the performance and scheduling of Lessor's Work and Lessee's
         Work so as not to interfere with each other. Lessor shall commence
         Lessor's Work promptly and use due diligence to complete Lessor's Work
         by June 30, 2003.

         Notwithstanding anything contained herein to the contrary, if Lessor
         shall not have substantially completed Lessor's Work on or before June
         30, 2003 and provided the reason therefor has not been as a result of
         Lessee's act or omissions or Force Majeure, then, and in such event,
         Lessee shall be entitled to a credit in the amount of $2,500.00 per day
         against the Fixed Basic Rent payable by Lessee for the period
         commencing July 1, 2003 through and including the day Lessor shall have
         substantially completed Lessor's Work. Lessor's Work shall not include
         the construction of the Additional Parking (as defined in Article 53
         hereof).

                                       25

<PAGE>

28.      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.

29.      LATE CHARGE:

         Anything in this Lease to the contrary notwithstanding, at Lessor's
         option, Lessee shall pay a "late charge" of five percent (5%) ("Late
         Charge") of any installment of Fixed Basic Rent or Additional Rent paid
         more than five (5) business days after the due date thereof, to cover
         the extra expense involved in handling delinquent payments, said Late
         Charge to be considered Additional Rent. With respect to non-recurring
         Additional Rent charges under this Lease, Lessor shall not assess a
         Late Charge unless Lessee's payment of such non-recurring Additional
         Rent is paid more than five (5) business days after Lessee receives
         Lessor's notice that such payment was due. Notwithstanding anything in
         this Section to the contrary, Lessor shall waive a Late Charge one time
         during each Lease Year; provided, however, the installment of Fixed
         Basic Rent or Additional Rent so due is paid by the fifteenth (15th)
         day of the month. Payment received subsequent to the fifteenth (15th)
         of the month during these grace periods shall require a Late Charge to
         be reassessed and added to Lessee's obligations hereunder.

30.      LESSEE'S INSURANCE:

         a.       Lessee covenants to provide, at Lessee's cost and expense, on
                  or before the commencement of Lessee's Construction Period,
                  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 under limits
                           of liability of not less than FIVE MILLION AND 00/100
                           DOLLARS ($5,000,000.00) 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 30; and (y) under a primary
                           liability policy of not less than ONE MILLION AND
                           00/100 DOLLARS ($1,000,000.00) and the balance under
                           an "umbrella"/"excess" policy. Notwithstanding
                           anything to the contrary contained in this Lease, the
                           carrying of insurance by Lessee in compliance with
                           this Article 30 shall not modify, reduce, limit or
                           impair Lessee's obligations and liability under
                           Article 33 hereof.

                  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,
                           decorations, trade fixtures, furnishings, equipment
                           in the Premises and all contents therein. Lessor
                           shall be responsible for insuring all alterations,
                           additions and improvements that become Lessor's
                           property under this Lease upon installation. 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 Lessee
                           will look solely to its insurer for reimbursement.
                           Lessee, at its option, may self-insure for the
                           coverages set forth in this subparagraph (ii).

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

                                       26

<PAGE>

                  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 lessees in similar buildings
                           in the area by lessees 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 binder (countersigned by the
                           insurer), or evidence of insurance (in form ACORD
                           25-S with respect to liability insurance) for each of
                           the insurance policies Lessee is required to carry in
                           compliance with its obligations under this Lease.

         b.       All of the aforesaid insurance shall: (i) be written by one or
                  more responsible insurance companies licensed in the State of
                  New Jersey reasonably satisfactory to Lessor and in form
                  reasonably satisfactory to Lessor; (ii) contain endorsements
                  substantially as follows: "It is understood and agreed that
                  the insurer will give to Lessor, or any successor lessor, c/o
                  Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New
                  Jersey, ten (10) days' prior written notice of any material
                  change in or cancellation of this policy."; and (iii) shall be
                  written on an "occurrence" basis and not on a "claims made"
                  basis. The policy referred to in subparagraph a.i. hereof
                  shall name Lessor as an additional insured.

         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 (15) days prior to the expiration of such
                  policy, 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 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 by 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 Lessor's
                  fire insurance policies in force with respect to the Building
                  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 30, and in the event Lessee
                  believes that any such insurance coverage required 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 with extended coverage, 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

                                       27

<PAGE>

                  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 30, then Lessee shall be in default
                  hereunder and shall be deemed to have breached its covenants
                  as set forth herein.

31.      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).

32.      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 herein, 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.

33.      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 sublessees, 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 by Lessee 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, or (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, its sublessees or licensees, or its or their
         employees, agents, contractors or invitees; and (b) all costs, expenses
         and liabilities, including reasonable attorney's 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.

         Lessor shall indemnify, defend and save harmless Lessee and Lessee's
         shareholders, officers, directors, employees, agents and contractors
         (collectively, "Lessee's Indemnitees") from and against: (a) any and
         all claims of whatever nature against Lessee and/or Lessee's
         Indemnitees arising from (i) any accident, injury or damage occurring
         within the Office Building Area or the Building but outside of the
         Premises where such accident, injury or damage results from the
         negligent or otherwise wrongful act or omission of Lessor, its agents,
         employees or contractors, or (ii) any default by Lessor in the
         performance of Lessor's obligations under this Lease; and (b) all
         costs, expenses and liabilities, including reasonable attorney's 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 Lessee by reason of such claim, Lessor, upon notice
         from Lessee, shall request or defend such action or proceeding.

34.      ARTICLE HEADINGS:

                                       28

<PAGE>

         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.

35.      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 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, 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 lessee of the Building, or the
         mortgagee in possession (as the case may be), has assumed and agreed to
         carry out any and all covenants and obligations of Lessor hereunder.

36.      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. 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 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 sublessees,
         licensees, invitees, concessionaires, officers and employees. If any
         vehicle of Lessee, or of any sublessee, licensee, concessionaire, or of
         their respective officers, agents or employees, is parked in any
         restricted area other than the employee parking area(s) designated
         therefor by Lessor, Lessee shall pay to Lessor such reasonable penalty
         as may be fixed by Lessor from time to time. All amounts due under the
         provisions of this Article 36 shall be deemed to be Additional Rent.

37.      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.

38.      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.

39.      LESSEE'S BROKER:

         Lessor and Lessee each represents and warrants to the other that
         Lessee's Broker (as defined in the Preamble), is the sole broker with
         whom each party has negotiated in bringing about this Lease (whose
         commission Lessor shall pay pursuant to a separate agreement), and
         Lessor and Lessee each agrees to indemnify and hold the other and
         Lessor's 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.

                                       29

<PAGE>

40.      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, "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 and the Office Building Area" (as
         hereinafter defined), 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.

         For purposes of the preceding sentence, "equity of Lessor in the
         Building and the Office Building Area" shall be deemed to include: (i)
         all rents, issues and profits received by Lessor (but only to the
         extent such rents, issues and profits are not used to pay Operating
         Costs of, or debt service (including principal and interest) on, the
         Building and the Office Building Area); (ii) "net proceeds of sale" (as
         hereinafter defined); and (iii) proceeds of fire and extended coverage
         insurance or condemnation awards received by Lessor (to the extent in
         excess of any restoration costs and net of all costs of obtaining such
         proceeds or awards), provided, in each case that Lessee (A) shall have
         delivered a notice to Lessor asserting a claim for a breach of Lessor's
         obligations under this Lease prior to the receipt by Lessor of such
         rent or other consideration, proceeds or awards, (B) shall have
         commenced an appropriate proceeding against Lessor asserting such
         breach within six (6) months after the date such notice was delivered
         to Lessor and (C) shall have obtained a final non-appealable judgment
         against Lessor, and Lessee shall have the right to look to such rent,
         consideration, proceeds or awards only as to the subject matter of such
         action. "Net proceeds of sale" means the proceeds received by the
         transferor Lessor from the sale of the Building after payment of all
         costs of sale and all indebtedness on the Building.

41.      NO OPTION:

         The submission of this Lease for examination does not constitute a
         reservation of, or option for, the Premises, and this Lease becomes
         effective as a lease only upon execution and delivery thereof by Lessor
         and Lessee.

42.      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 lessees; 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, upon reasonable prior notice to
                  Lessee, 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-lessee
                  parking, and may do such other acts in and to the Common
                  Facilities as in its reasonable judgment may be desirable to
                  improve the convenience thereof, but shall always in
                  connection therewith, endeavor to minimize any inconvenience
                  to Lessee and provide comparable access, parking and
                  visibility. Notwithstanding anything hereinabove to the
                  contrary, so long as Lessee shall be the only lessee in the
                  Building leasing space from Lessor (as opposed to subtenants
                  subleasing space from Lessee), there shall be no Common
                  Facilities in the Building; it being understood that such
                  portion of the Building and the Office Building Area shall be
                  deemed a part of the Premises, and Lessor shall have the same
                  obligations that it has with respect to the balance of the
                  Premises.

         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

                                       30

<PAGE>

                  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. Any
                  party claiming that its performance of any obligation under
                  this Lease is delayed or excused, as the case may be, by
                  reason of Force Majeure, shall notify the other party promptly
                  after it has knowledge that Force Majeure has or will delay or
                  excuse such performance.

43.      INTENTIONALLY OMITTED:

44.      NOTICES:

         Any notice, demand, request or other communication 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, with postage prepaid;
         or (iii) sent by nationally recognized overnight delivery service, with
         a receipt provided therefor and charges prepaid, addressed: (a) if to
         Lessee, at the Building, Attention: Frederick J. Killion, Esq., Senior
         Vice President and General Counsel, with a copy to Cole, Schotz,
         Meisel, Forman & Leonard, P.A., Court Plaza North, 25 Main Street, P.O.
         Box 800, Hackensack, New Jersey 07602-0800, Attention: Jan Alan Lewis,
         Esq.; and (b) if to Lessor, at Lessor's address as set forth above; or,
         to either at such other address as Lessee or Lessor, respectively, may
         designate in writing. Notices shall be deemed to have been duly given,
         if delivered personally, on delivery thereof, if mailed, upon receipt
         or rejection of receipt, or if sent by overnight delivery service, the
         next business day.

45.      ACCORD AND SATISFACTION:

         No payment by Lessee or receipt by Lessor of a lesser amount than the
         Fixed Basic Rent and Additional Rent 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.

46.      EFFECT OF WAIVERS:

         No failure by Lessor or Lessee 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 or Lessee to or of any breach of any covenant,
         condition or duty of Lessor or 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 or Lessee, as the
         case may be.

47.      LEASE CONDITION:

         This Lease is expressly conditioned upon Lessor receiving the consent
         and approval of Lessor's mortgagee not later than ten (10) business
         days after execution by Lessee and delivery to Lessor. Should said
         consent not be received within the aforesaid time period, either party
         may, on notice to the other, cancel this Lease, whereupon Lessor shall
         return the first month's Fixed Basic Rent 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.

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<PAGE>

48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:

         Lessee agrees to give any mortgagees and/or trust deed holders, by
         notice, 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 reasonably 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.

49.      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 event of a labor dispute including a strike,
         picketing, informational or associational activities directed at Lessee
         or any other lessee, 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, upon reasonable notice to
         Lessee, but to the extent permitted by law, Lessor shall always provide
         a reasonable means of access to and from the Premises and shall
         endeavor in connection therewith to minimize any inconvenience to
         Lessee. This Article 49 is inapplicable if Lessee is the sole lessee of
         the Building.

50.      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.

         The undersigned officer, partner, manager or other representative of
         the entity executing this Lease on behalf of Lessor represents and
         warrants to Lessee that he or she is an officer, partner, manager or
         other representative of the entity with authority to execute this Lease
         on behalf of Lessor.

51.      AFTER-HOURS USE:

         Lessee shall be entitled to make use of Building Standard Utility
         Service and HVAC beyond the Building Hours, at Lessee's sole cost and
         expense, provided, if applicable, Lessee shall notify Lessor
         telephonically or in person or in writing, by 3:00 p.m. on the day that
         Lessee shall require said overtime use if said overtime use is required
         on any weekday, and by 3:00 p.m. on Friday for Saturday and/or Sunday
         overtime use. It is understood and agreed that, if Lessee shall request
         that maintenance and repair work on the HVAC system be performed during
         other than Building Hours in order to provide HVAC service to the
         Building during times other than Building Hours, Lessee shall pay for
         the additional actual out-of-pocket reasonable costs incurred by Lessor
         in providing such maintenance and repair work on the HVAC system during
         hours other than Building Hours. In addition, if Lessor's Building
         engineer is required to operate the HVAC system beyond Building Hours,
         then Lessee shall pay the actual out-of-pocket reasonable costs
         incurred by Lessor in providing such engineer.

52.      INTENTIONALLY OMITTED:

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<PAGE>

53.      ADDITIONAL PARKING:

         Lessor, at its sole cost and expense, shall use good faith, diligent
         efforts to construct an additional seventy-seven (77) parking spaces on
         the south side of the Building as shown on the attached site plan
         ("Additional Parking"). Lessor shall use reasonable efforts to complete
         the Additional Parking by June 1, 2003. If Lessor fails to complete
         construction of the Additional Parking by June 1, 2004,, then
         commencing within fifteen (15) business days after Lessee gives notice
         to Lessor, Lessor, at its sole cost and expense, shall provide Lessee,
         its agents, employees, contractors, licensees, invitees, Affiliates of
         Lessee, User, permitted assignees and sublessees, visitors or anyone
         claiming under or through Lessee, with valet/attendant parking service
         as reasonably requested by Lessee from time to time. Such
         valet/attendant parking service shall be during Building Hours
         (excluding Saturdays) for the parking of no more than seventy-seven
         (77) non-commercial vehicles in reasonably close proximity to the
         Building until such time as Lessor has completed the construction of
         the Additional Parking. Lessor shall ensure that the valet/attendant
         service provided to Lessee shall be consistent with a first-class
         valet/attendant service in the County of Bergen. Lessor's
         valet/attendant service shall be professionally and adequately staffed
         with uniformed personnel. Lessee shall have no liability for damage to
         any persons or property arising out of such valet/attendant service,
         and Lessor shall indemnify, defend and hold Lessee harmless against any
         liabilities, damages, costs and expenses arising from the
         valet/attendant service being provided by Lessor hereunder. In no event
         shall such indemnity be deemed to cover any negligent or wrongful acts
         and/or omissions of Lessee, its agents, employees, contractors,
         licensees or invitees. Lessor shall have no liability and shall not
         incur a penalty of any kind (including, but not limited to, the rent
         credit for failure to perform Lessor's Work in Article 27 hereof) for
         its failure to construct the Additional Parking, except its obligation
         to provide the valet/attendant parking hereunder.

         Any vehicular easement given by Lessor to any third party over the
         Office Building Area shall not: (i) unreasonably interfere with
         Lessee's use and occupancy of the Building; (ii) go through the
         Building's parking areas; or (iii) jeopardize Lessee's ability to
         obtain any building permits for Lessee's Work (e.g., rooftop equipment,
         generator pad, etc.).

54.      MISCELLANEOUS:

         a.       This Lease shall not be recorded. Lessor or Lessee shall, at
                  the request of the other party, execute and deliver a
                  memorandum of this Lease sufficient for recording. Said
                  memorandum shall not be deemed to modify or change any of the
                  provisions of this Lease.

         b.       This Lease contains the entire agreement between Lessor and
                  Lessee relating to the leasing of the Premises. Lessee
                  expressly acknowledges and agrees that Lessor has not made and
                  is not making, and, in executing and delivering this Lease,
                  Lessee is not relying upon, any warranties, representations,
                  promises or statements, except to the extent that the same may
                  be expressly set forth in this Lease.

         c.       This Lease shall be deemed to have been made in Bergen County,
                  and shall be construed according to, and governed by, the laws
                  of the State of New Jersey.

55.      OPTION TO RENEW:

                  (a)      If this Lease shall then be in full force and effect,
         and Lessee is not in monetary default or material non-monetary default
         under this Lease, after the expiration of the applicable notice and
         cure periods, Lessee shall have the option to extend the Term of this
         Lease for two (2) successive periods of five (5) years (each, an
         "Extension Term"). The first Extension Term shall commence on the day
         immediately following the Expiration Date; provided, however, that
         Lessee shall give Lessor notice of its election to extend the Term no
         earlier than twenty-four (24) months prior to the Expiration Date nor
         later than twelve (12) months prior to the Expiration Date. The second
         Extension Term shall commence on the day immediately following the
         expiration date of the first Extension Term; provided, however, that
         Lessee shall give Lessor notice of its election to extend the Term no
         earlier than twenty-four (24) months prior to the expiration date of
         the first Extension Term nor later than twelve (12) months prior to the
         expiration date of the first Extension Term. TIME SHALL BE OF THE
         ESSENCE in connection

                                       33

<PAGE>

         with the exercise of Lessee's option pursuant to this Article.

                  (b)      Such extension of the Term of this Lease shall be
         upon the same covenants and conditions, as herein set forth except for
         the Fixed Basic Rent (which shall be determined in the manner set forth
         below), the Base Period Costs shall be the calendar year during which
         the commencement of the Extension Term occurs, and Lessee shall have no
         further right to extend the Term of this Lease after the exercise of
         the two (2) options described in paragraph (a) hereof. If Lessee shall
         duly give notice of its election to extend the Term of this Lease, such
         Extension Term (for which notice of election has been given) shall be
         added to and become a part of the Term of this Lease (but shall not be
         considered a part of the initial Term), and any reference in this Lease
         to the "Term of this Lease", the "Term hereof", or any similar
         expression shall be deemed to include such Extension Term, and, in
         addition, the term "Expiration Date" shall thereafter mean the last day
         of such Extension Term. Lessor shall have no obligation to perform any
         alteration or preparatory work in and to the Premises and Lessee shall
         continue possession thereof in its "as is" condition.

                  (c) If Lessee exercises its option for an Extension Term, the
         Fixed Basic Rent during the Extension Term in question shall be
         ninety-five percent (95%) of the fair market rent for the Premises, as
         hereinafter set forth.

                  (d) Lessor and Lessee shall use their reasonable efforts,
         within thirty (30) days after Lessor receives Lessee's notice of its
         election to extend the Term of this Lease for an Extension Term
         ("Negotiation Period"), to agree upon the Fixed Basic Rent to be paid
         by Lessee during such Extension Term in question. If Lessor and Lessee
         shall agree upon the Fixed Basic Rent for the Extension Term in
         question, the parties shall promptly execute an amendment to this Lease
         stating the Fixed Basic Rent for the Extension Term in question.

                  (e) If the parties are unable to agree on the Fixed Basic Rent
         for the Extension Term in question during the Negotiation Period, then
         within fifteen (15) days after notice from the other party, given after
         expiration of the Negotiation Period, each party, at its cost and upon
         notice to the other party, shall appoint a person to act as an
         appraiser hereunder, to determine the fair market rent for the Premises
         for the Extension Term. Each such person shall be a real estate broker
         or appraiser with at least ten (10) years' active commercial real
         estate appraisal or brokerage experience (involving the leasing of
         office space as agent for both lessors and lessees) in Bergen County,
         New Jersey. If a party does not appoint a person to act as an appraiser
         within said fifteen (15) day period, the person appointed by the other
         party shall be the sole appraiser and shall determine the aforesaid
         fair market rent. Each notice containing the name of a person to act as
         appraiser shall contain also the person's address. Before proceeding to
         establish the fair market rent, the appraisers shall subscribe and
         swear to an oath fairly and impartially to determine such rent.

         If the two (2) appraisers are appointed by the parties as stated in the
         immediately preceding paragraph, they shall meet promptly and attempt
         to determine the fair market rent. If they are unable to agree
         withinthirty (30) days after the appointment of the second appraiser,
         they shall attempt to select a third person meeting the qualifications
         stated in the immediately preceding paragraph within fifteen (15) days
         after the last day the two (2) appraisers are given to determine the
         fair market rent. If they are unable to agree on the third person to
         act as appraiser within said fifteen (15) day period, the third person
         shall be appointed by the American Arbitration Association (or any
         successor thereto) ("Association"), upon the application of Lessor or
         Lessee to the office of the Association nearest to the Building. The
         person appointed to act as appraiser by the Association shall be
         required to meet the qualifications stated in the immediately preceding
         paragraph. Each of the parties shall bear fifty percent (50%) of the
         cost of appointing the third person and of paying the third person's
         fees. The third person, however selected, shall be required to take an
         oath similar to that described above.

         The third appraiser shall conduct such hearing and investigations as
         he/she may deem appropriate and shall, within thirty (30) days after
         the date of his /her appointment, determine the fair market rent by
         selecting the fair market rent determined by either the appraiser
         selected by Lessor or the appraiser selected by Lessee. The third
         appraiser shall have no discretion other than to choose the fair market
         rent determined by one of the other two appraisers by the process
         commonly known as "baseball arbitration".

                 (f) After the fair market rent for the Extension Term in
         question has been determined

                                       34

<PAGE>

         by the appraiser or appraisers and the appraiser or appraisers shall
         have notified the parties, at the request of either party, both parties
         shall execute and deliver to each other an amendment of this Lease
         stating the Fixed Basic Rent for the Extension Term in question.

                  (g) If the Fixed Basic Rent for the Extension Term in question
         has not been agreed to or established prior to the commencement of the
         Extension Term, then Lessee shall pay to Lessor an annual rent
         ("Temporary Rent"), which Temporary Rent shall be equal to one hundred
         twenty-five percent (125%) of the Fixed Basic Rent payable by Lessee
         for the last year of the Term immediately preceding the Extension Term
         in question. Thereafter, if the parties shall agree upon a Fixed Basic
         Rent, or the Fixed Basic Rent shall be established upon the
         determination of the fair market rent by the appraiser or appraisers,
         at a rate at variance with the Temporary Rent: (i) if such Fixed Basic
         Rent is greater than the Temporary Rent, Lessee shall promptly pay to
         Lessor the difference between the Fixed Basic Rent determined by
         agreement or the appraisal process and the Temporary Rent; or (ii) if
         such Fixed Basic Rent is less than the Temporary Rent, Lessor shall
         credit to Lessee's subsequent monthly installments of Fixed Basic Rent,
         the difference between the Temporary Rent and the Fixed Basic Rent
         determined by agreement or the appraisal process.

                  (h) In determining the fair market rent during the Extension
         Term, the appraiser or appraisers shall be required to take into
         account that Lessee will be given newBase Period Costs, Lessee shall
         continue possession of the Premises in its "as is" condition and the
         rentals at which leases are then being concluded (as of the last day of
         the initial Term or first Extension Term, as the case may be), for five
         (5) year leases without renewal options with the lessor and lessee each
         acting prudently, with knowledge and for self-interest, and assuming
         that neither is under undue duress, for comparable space in the
         Building and in comparable office buildings in Bergen County, New
         Jersey (including quality and age of the Building) for lessees of
         similar size and credit, which comparable rentals will be adjusted to
         reflect the difference, if any, between the construction allowance and
         other inducements those lessees received as compared to the allowance
         and inducements which Lessee is then to receive hereunder (e.g., free
         rent, brokerage commissions, procurement costs, work, etc.)

                  (i)      The option granted to Lessee under this Article may
         be exercised only by Lessee, an Affiliate of Lessee, permitted
         successors and assigns, and not by any sublessee or any successor to
         the interest of Lessee by reason of any action under the Bankruptcy
         Code, or by any public officer, custodian, receiver, United States
         Trustee, trustee or liquidator of Lessee or substantially all of
         Lessee's property. Lessee shall have no right to exercise this option
         subsequent to the date Lessor shall have the right to give the notice
         of termination referred to in Article 13 hereof unless Lessee cures the
         default within the applicable notice and cure period. Notwithstanding
         the foregoing, Lessee shall have no right to extend the Term unless, at
         the time it gives notice of its election, Lessee or Affiliates of
         Lessee shall be in occupancy of at least fifty percent (50%) of the
         Premises.

56.      LESSEE'S RIGHT OF FIRST OFFER:

                  a.       If, at any time during the Term of this Lease, Lessor
         shall desire to sell the Office Building Area and the Building as a
         single asset sale as set forth in Section d hereof, Lessor shall notify
         Lessee in writing of the terms pursuant to which it is willing to make
         such sale ("Lessor's Availability Notice"). Lessee shall have the
         right, so long as this Lease shall remain in full force and effect, and
         Lessee is not in monetary or material non-monetary default hereunder,
         after the expiration of the applicable notice and cure periods, within
         fifteen (15) business days after such notification or delivery (TIME
         BEING OF THE ESSENCE), to agree in writing to purchase the Office
         Building Area and the Building upon the terms and conditions set forth
         in Lessor's Availability Notice. If Lessee shall exercise its right to
         purchase the Office Building Area and the Building upon the terms and
         conditions contained in Lessor's Availability Notice, then the closing
         of the transaction shall take place within ninety (90) days after
         Lessor's receipt of Lessee's notice of such election. If Lessee shall
         not so elect, Lessee's right of first offer hereunder shall be null and
         void, and of no further force or effect, and this Lease shall continue
         otherwise on all the other terms, covenants and conditions herein set
         forth. In no event shall Lessor be required to ultimately sell the
         Office Building Area and the Building to any third party on the terms
         and conditions set forth in Lessor's Availability Notice.

                  b.       The option granted to Lessee under this Article may
         be exercised only by

                                       35

<PAGE>

         Lessee, Affiliates of Lessee, permitted successors and assigns, and not
         by any sublessee or any successor to the interest of Lessee by reason
         of any action under the Bankruptcy Code, or by any public officer,
         custodian, receiver, United States Trustee, trustee or liquidator of
         Lessee or substantially all of Lessee's property. Lessee shall have no
         right to exercise this option subsequent to the date Lessor shall have
         the right to give the notice of termination referred to in Article 13
         hereof unless Lessee cures the default within the applicable notice and
         cure periods. Notwithstanding the foregoing, Lessee shall have no right
         to exercise this option unless, at the time it gives notice of its
         election, Lessee or Affiliates of Lessee shall be in occupancy of at
         least fifty percent (50%) of the Premises.

                  c.       The right of first offer referred to above shall be
         inapplicable to a transfer as a result of foreclosure or deed in lieu
         of foreclosure or to a transfer, by way of sale, gift, or devise
         (including a trust) to or for a "related party" (as hereinafter
         defined)(or any of the general partners, shareholders or members of
         Lessor), or to any transfer from one such related party to another, or
         to any transfer among the general partners, shareholders or members of
         Lessor, or to any designee of a mortgagee of the Office Building Area
         and Building. A "related party" shall be deemed to include: (1) a
         spouse, lineal descendant or spouse of such descendant, ancestor or
         child; (2) a partnership, corporation or limited liability company of
         which Lessor (or any of the general partners, shareholders or members
         of Lessor) is a member; (3) any entity controlling, controlled by or
         under common control with Lessor, or the controlling persons or
         entities of Lessor, or to any entity into which Lessor may be merged or
         consolidated, or any person or entity which is a successor to the
         business of Lessor, by purchase thereof or by arrangement effected
         pursuant to any law or regulatory agency action having or asserting
         such authority; (4) any member, partner or shareholder of Lessor, or
         any person or entity that controls, or will be controlled by, or under
         common control with, any such member, partner or shareholder; (5) a
         joint ownership or ownership in common, which includes the then Lessor
         of the Office Building Area and Building; or (6) a corporation the
         majority of whose voting stock is owned by the then Lessor of the
         Office Building Area and the Building, or any one or more of the
         foregoing parties. If the then Lessor of the Office Building Area and
         the Building shall be a corporation, a related party shall include a
         related corporation and a successor corporation (but the right of first
         offer shall be enforceable with respect to any further transfer by any
         of the foregoing except a grantee or transferee as a result of a
         foreclosure or deed in lieu thereof). Unless the Office Building Area
         and the Building are the sole assets of Lessor, the transfer of the
         majority of the voting stock of a corporate Lessor of the Office
         Building Area and the Building or of the majority of the total interest
         in any partnership, limited liability company or joint venture owning
         the Office Building Area and Building shall not be deemed a sale of the
         Office Building Area and Building.

                  d.       Anything herein to the contrary notwithstanding,
         Lessee's right of first offer under this Article shall be limited to a
         transaction in which Lessor intends a "single asset sale" of the Office
         Building Area and the Building to a third party that is not a related
         party of Lessor or a related party of Mack-Cali Realty Corporation. If
         the sale of the Office Building Area and the Building is part of the
         sale or lease of other property owned by Lessor, a related party of
         Lessor or a related party of Mack-Cali Realty Corporation as one
         transaction or a series of transactions, then Lessee shall have no
         right of first offer pursuant to this Article.

57.      GENERATOR:

         Lessor acknowledges that Lessee, at its sole cost and expense, may
         install an emergency generator outside of the Building, the exact
         location of which to be subject to Lessor's prior approval, which
         approval shall not be unreasonably withheld, conditioned or delayed.
         Lessee, at its sole cost, shall be responsible for obtaining any
         governmental approvals necessary with respect to the installation and
         operation of the generator. Lessor shall have no obligation to perform
         any maintenance or repairs with respect to the generator, the cost of
         which shall be borne solely by Lessee. The area upon which the
         emergency generator is situated shall not increase Lessee's Percentage
         for purposes of calculating Additional Rent pursuant to Article 23
         hereof. The generator shall be properly screened to Lessor's reasonable
         satisfaction.

                                       36

<PAGE>

58.      ROOF RIGHTS;TELECOM PROVIDER:

                  A.       Without limiting any other provision of this Lease,
         Lessee shall have the exclusive right to install (i) multiple satellite
         dishes or antennae (collectively, the "Dish"); and (ii) condensors and
         supplemental HVAC units (collectively, "HVAC Unit") on the roof of the
         Building (including necessary connection to the Premises) for use by
         Lessee, provided any such installations shall be subject to Lessor's
         prior consent, which consent shall not be unreasonably withheld,
         conditioned or delayed. Any such facilities shall be installed in
         accordance with all applicable laws and building codes. Lessee shall
         remove such facilities at the expiration or earlier termination of this
         Lease, provided Lessee shall repair any damage to the roof caused by
         such removal. Prior to making any installations on the roof of the
         Building, Lessee shall use a roofing contractor for all work to be
         performed by Lessee on the roof of the Building approved by Lessor,
         which approval shall not be unreasonably withheld, conditioned or
         delayed. The Dish and HVAC Unit shall be properly screened to Lessor's
         reasonable satisfaction.

         Lessee shall furnish detailed plans and specifications for the Dish and
         HVAC Unit (or any modifications thereof) to Lessor for its approval,
         which approval shall not be unreasonably withheld, conditioned or
         delayed. The parties agree that neither party shall permit the use of
         any other portion of the roof to any third person (other than an
         Affiliate of Lessee) for any use, including installation of other
         satellite dishes, antennae, HVAC units and equipment, and support
         equipment. Lessee shall secure and keep in full force and effect, from
         and after the time Lessee begins construction and installation of the
         Dish or HVAC Unit, such supplementary insurance with respect to the
         Dish or HVAC Unit (as the case may be), as Lessor may reasonably
         require, provided that the same shall not be in excess of that which
         would customarily be required from time to time by Lessors of buildings
         of similar class and character in Bergen County, New Jersey with
         respect to similar installations.

         In connection with the installation, maintenance and operation of the
         Dish or HVAC Unit, Lessee, at Lessee's sole cost and expense, shall
         comply with all legal requirements and shall procure, maintain and pay
         for all permits required therefor, and Lessor makes no warranties
         whatsoever as to the permissibility of a Dish or HVAC Unit under
         applicable legal requirements or the suitability of the roof of the
         Building for the installation thereof. If Lessor's structural engineer
         reasonably deems it advisable that there be structural reinforcement of
         the roof in connection with the installation of the Dish or HVAC Unit,
         Lessor shall perform same at Lessee's cost and expense and Lessee shall
         not perform any such installation prior to the completion of any such
         structural reinforcement. The installation of the Dish or HVAC Unit
         shall be subject to the provisions of Articles 5 and 6 hereof
         applicable to alterations and installations. For the purpose of
         installing, servicing or repairing the Dish or HVAC Unit, Lessee shall
         have access to the rooftop of the Building at twenty-four (24) hours a
         day, seven (7) days per week, upon reasonable notice to Lessor (which
         notice may be telephonic), and Lessor shall have the right to require,
         as a condition to such access, that Lessee (or its employee, contractor
         or other representative) at all times be accompanied by a
         representative of Lessor. Lessee shall pay for all electrical service
         required for Lessee's use of the Dish or HVAC Unit in accordance with
         the provision set forth in Article 22 hereof.

         Lessee, at its sole cost and expense, shall promptly repair any and all
         damage to the roof or to any other part of the Building caused by the
         installation, maintenance and repair, operation or removal of the Dish
         or HVAC Unit. Lessee shall be responsible for all costs and expense for
         repairs of the roof which result from Lessee's use of the roof for the
         construction, installation, maintenance, repair, operation and use of
         the Dish or HVAC Unit. All installations made by Lessee on the roof or
         in any other part of the Building pursuant to the provisions of this
         Article 58 shall be at the sole risk of Lessee, and neither Lessor, nor
         any agent or employee of Lessor, shall be responsible or liable for any
         injury or damage to, or arising out of, the Dish or HVAC Unit. Lessee's
         indemnity under Article 33 hereof shall apply with respect to the
         installation, maintenance, operations, presence or removal of the Dish
         or HVAC Unit by Lessee.

         Upon the expiration of the Term, the Dish or HVAC Unit shall be removed
         by Lessee at its sole cost and expense, and Lessee shall repair any
         damage to the roof or any other portions of the Building to
         substantially their condition immediately prior to Lessee's
         installation of the Dish or HVAC Unit (ordinary wear and tear, fire and
         other casualty, condemnation, eminent domain and repairs that are not
         Lessee's responsibility under this Lease excepted).

         Notwithstanding anything to the contrary contained in this Article 58,
         Lessor shall have the right, at Lessor's expense, on not less than
         thirty (30) days' prior notice, to have Lessee relocate

                                       37

<PAGE>

         the Dish or HVAC Unit to another location on the roof of the Building,
         such expense to include, without limitation, the removal of the
         existing Dish or HVAC Unit, the purchasing of labor, materials and
         equipment necessary for the relocation thereof and the reinstallation
         of the Dish or HVAC Unit, at such other location as reasonably
         designated by Lessor on the roof of the Building, provided that Lessor
         does not, except if work is reasonably required to be performed on the
         roof or in the Building, either materially interferes with or adversely
         affects the receipt of and/or transmittal of microwaves or other
         similar signals, and Lessee shall reasonably cooperate in all
         reasonable respects with Lessor in any such relocation; provided,
         however, that if such relocation is done pursuant to any legal
         requirement, the cost thereof shall be borne by Lessee (unless such
         legal requirement relates to, or results from, other actions taken, or
         permitted to be taken, by Lessor, in which event Lessor shall bear all
         of the costs and expenses of such relocation).

         The rights granted in this Article 58 are given in connection with, and
         as part of the rights created under this Lease and are not separately
         transferable or assignable.

         If the installation of the Dish or HVAC Unit or act or omission of
         Lessee relating thereto should revoke, negate or in any manner impair
         or limit any roof warranty or guaranty obtained by Lessor, then Lessee
         shall reimburse Lessor for any loss or damage (excluding consequential)
         sustained or actual out-of-pocket reasonable costs or expenses incurred
         by Lessor as a result of such impairment or limitation, after Lessor's
         delivery of reasonable documentation therefor.

                  B.       Lessee, at its sole cost and expense, may use its own
         telephone or telecommunications provider, provided that Lessee shall
         first obtain Lessor's consent, which consent shall not be unreasonably
         withheld, conditioned or delayed. Any damage to the Building and/or the
         Office Building Area caused by Lessee's telecommunications installation
         shall be repaired by Lessee at its sole cost and expense.

59.      LESSOR'S INSURANCE:

         During the Term, Lessor shall maintain the following insurance,
         insuring Lessor and any mortgagee, as their respective interests may
         appear: (i) fire and extended coverage insurance against damage to the
         Building and the Office Building Area (including all alterations,
         additions and improvements that become Lessor's property upon
         installation) by all risks of direct physical loss in an amount
         equivalent to the full replacement cost thereof; (ii) commercial
         general liability insurance against claims for bodily injury and
         property damage occurring in or about the Common Facilities in amounts
         customarily carried by owners of similar buildings in the Bergen
         County, New Jersey area; and (iii) insurance against such other hazards
         as, from time to time, are then commonly insured against for buildings
         similarly situated in amounts normally carried with respect thereto.
         All insurance maintained pursuant to this Article 59 may be effected by
         "blanket" insurance policies. Notwithstanding anything contained herein
         to the contrary, the carrying of insurance by Lessor in compliance with
         this Article 59 shall not modify, reduce, limit or impair Lessor's
         obligations and liability under Article 33 hereof.

60.      ATTORNEY'S FEES:

         In the event that either party shall prevail in any litigation pursuant
         to this Lease, the prevailing party shall be entitled to recover from
         the other party reasonable attorney's fees fixed by the court and part
         of any final judgment rendered.

61.      PLANNING BOARD APPROVAL:

         Lessee, at its sole cost and expense, shall attempt to procure approval
         from the Planning Board of the Borough of Woodcliff Lake for a change
         of occupancy permit ("Permit"). If Lessee fails to obtain the Permit
         after using its due diligence within forty-five (45) days from the date
         hereof, Lessee shall so notify Lessor ("Lessee's Notice"). Upon receipt
         of Lessee's Notice, Lessor may elect to procure the Permit, at Lessee's
         sole cost and expense, provided that Lessor shall have no obligation to
         do so. If Lessor shall elect to procure the Permit, Lessor shall so
         notify Lessee and shall then have thirty (30) days ("Initial Thirty
         (30) Day Period") from receipt

                                       38

<PAGE>

         of Lessee's Notice to procure the Permit. If Lessor fails to procure
         the Permit within the Initial Thirty (30) Day Period, Lessor may elect
         to extend the time period within which to procure the Permit for an
         additional thirty (30) days upon notice to Lessee ("Additional Thirty
         (30) Day Period").

         If Lessor elects not to procure the Permit or fails to procure the
         Permit within the Initial Thirty (30) Day Period or Additional Thirty
         (30) Day Period, as the case may be, Lessee may elect to terminate this
         Lease within ten (10) days (TIME BEING OF THE ESSENCE) after Lessee
         receives Lessor's notice of election not to procure the Permit or
         notice of its failure the procure the Permit.

         In addition to the foregoing, if Lessor elects to use the Additional
         Thirty (30) Day Period, fails to procure the Permit and Lessee
         terminates this Lease, then Lessor shall reimburse Lessee for Lessee's
         actual out-of-pocket reasonable costs incurred by Lessee in connection
         with Lessee's Work. Such reimbursement shall be made by Lessor within
         thirty (30) days after Lessor's receipt of Lessee's reasonable
         documentation therefor. In no event shall Lessor have any obligation to
         reimburse Lessee for any such costs incurred by Lessee in connection
         with Lessee's Work, unless Lessor has elected to use the Additional
         Thirty (30) Day Period. Lessor's obligation to make such reimbursement
         to Lessee shall survive the termination of this Lease.

         In no event shall this Lease be conditioned upon Lessee obtaining any
         other permit, variances or approvals from any governmental authorities.
         Each party shall cooperate with the other in good faith in procuring
         the Permit.

         Neither party shall intentionally cause the Borough of Woodcliff Lake
to rescind or withdraw any verbal approval for the Permit issued on January 27,
2003.

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under this Lease or make any claim that this Lease 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:

MACK-CALI PROPERTIES CO. NO. 11 L.P.         BARR LABORATORIES, INC.

By: Mack-Cali Sub III, Inc.,
    its General Partner

By: /s/ Michael A. Grossman                  By: /s/ William T. McKee
    -----------------------                      --------------------
    Name: Michael A. Grossman                    Name: William T. McKee
    Title: Executive Vice President              Title: Chief Financial Officer

                                       39

<PAGE>

                                    EXHIBIT A

                              LOCATION OF PREMISES

                               Exhibit A - Page 1

<PAGE>

                                   EXHIBIT A-1

                              OFFICE BUILDING AREA

                              Exhibit A-1 - Page 1

<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
         windowsills, 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: Except as otherwise provided in the Lease,
         no awnings, air conditioning units, or other fixtures shall be attached
         to the outside walls or the windowsills of the Building or otherwise
         affixed so as to project from the Building, without prior written
         consent of Lessor, which consent shall not be reasonably withheld,
         conditioned or delayed.

4.       SIGNS: No 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, which consent shall not be
         unreasonably withheld, conditioned or delayed. 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 Lessor's approval,
         which approval shall not be unreasonably withheld, conditioned or
         delayed. Lessee shall not have the right to have additional names
         placed on the Building directory without Lessor's prior consent.
         Notwithstanding the foregoing, Lessee shall have Lessee's Percentage of
         any Building directory (e.g., lobby and/or floor). So long as Lessee is
         leasing at least fifty percent (50%) of the Building, Lessee, at its
         sole cost and expense, may install its name on the Building and on the
         existing monument signs facing the Garden State Parkway and Chestnut
         Ridge Road the size, design and location of which shall be subject to
         Lessor's prior approval, which approval shall not be unreasonably
         withheld, conditioned or delayed. Approval by Lessor shall not
         constitute approval for purposes of complying with laws and
         requirements of public authorities. It shall be Lessee's obligation to
         secure such approvals at Lessee's expense.

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.       Intentionally omitted.

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 reasonable cost thereof. 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: (a)
         Lessee obtains Lessor's consent, which consent shall not be
         unreasonably withheld, conditioned or delayed; (b) Lessee supplies
         Lessor with copies of the plans and specifications of the system; (c)
         such installation shall not damage the Building; and (d) all costs of
         installation shall be borne solely by Lessee.

8.       CONTRACTORS: Except as otherwise provided in the Lease, Lessee shall
         not employ any persons other than Lessor's janitors or Lessee's
         employees for the purpose of cleaning the Premises without prior
         written consent of Lessor, which consent shall not be unreasonably
         withheld, conditioned or delayed. Lessor shall not be responsible to
         Lessee for any loss of

                               Exhibit B - Page 1

<PAGE>

         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, unless caused by the willful
         misconduct of Lessor.

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 its business, permit the
         Premises to be used for gambling, make any unusual noises in the
         Building or permit any unusual odors to be produced on the Premises.
         Lessee shall not permit any portion of the Premises to be occupied for
         the storage, manufacture, or sale of intoxicating beverages (except in
         connection with Lessee's business), narcotics (except in connection
         with Lessee's business), tobacco in any form or as a barber or manicure
         shop. Canvassing, soliciting and peddling in the Building and the
         Office Building Area are prohibited, and Lessee shall reasonably
         cooperate to prevent the same. No bicycles, vehicles or animals (other
         than seeing-eye) 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. Nuisance and waste is prohibited.

11.      MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: If Lessee is not the
         sole occupant of the Building, 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 reasonable advance notice (which notice may be telephonic)
         to the superintendent of the Building. The persons employed by Lessee
         for such work must be reasonably acceptable to 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
         actual out-of-pocket reasonable costs, if any, incurred by Lessor for
         elevator operators or security guards, and for any other expenses
         occasioned by such activity of Lessee. 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.
         Notwithstanding the foregoing, Lessee shall not incur any costs with
         respect to its initial move-in to the Premises.

12.      SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to
         reasonably 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 the use of Lessor,
         Mack-Cali Realty Corporation, or any of its affiliates in Lessee's
         advertising.

14.      NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER LESSEES: Lessor shall not
         be responsible to Lessee for non-observance or violation of any of
         these rules and regulations by any other lessee, if any. Lessor shall
         not discriminate against Lessee in its enforcement of the rules and
         regulations.

15.      Intentionally omitted.

16.      PARKING: If Lessee is not the sole occupant of the Building, Lessee and
         its employees shall park their cars only in those portions of the
         parking area reasonably designated by Lessor.

17.      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 right to change the name or address of the Building,
                  without incurring any liability to Lessee for doing so;
                  provided, however, if Lessor shall unilaterally elect to
                  change the address of the Building, Lessor shall reimburse
                  Lessee for Lessee's actual

                               Exhibit B - Page 2

<PAGE>

                  out-of-pocket reasonable expenses in reprinting existing
                  stationery, business cards, etc. (such reimbursement to be
                  made within thirty (30) days after Lessor's receipt of
                  Lessee's invoice, together with reasonable documentation
                  evidencing Lessee's expenses);

         b)       the right to install and maintain a sign on the exterior of
                  the Building identifying the Building as a "Mack-Cali"
                  building; and

         c)       the right to grant to anyone the right to conduct any
                  particular business or undertaking in the Building; provided,
                  however, that, so long as Lessee is leasing at least fifty
                  percent (50%) of the Building, Lessor shall not lease any part
                  of the Building to a competing pharmaceutical company of
                  Lessee. In any event Lessor shall not lease any part of the
                  Building for a use other than the Permitted Use.

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

                               Exhibit B - Page 3

<PAGE>

                                    EXHIBIT C

                          LESSOR'S WORK; LESSEE'S WORK

RE:  Workletter Agreement for office space at 400 Chestnut Ridge Road, Woodcliff
     Lake, New Jersey.

                                                                          , 2003

BARR LABORATORIES, INC., LESSEE:

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease ("Lease"), covering the space referred to
above, as more particularly described in the Lease ("Premises").

To induce Lessee to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

A.       LESSOR'S WORK:

1.       Lessor agrees, at its expense and without charge to Lessee (unless
         otherwise provided), to perform the work in the Premises (collectively,
         "Lessor's Work"), consisting of the following: (i) refurbish the
         existing elevator cabs, including the replacement of the cab's ceiling,
         lights, wall paneling, carpeting and call buttons, installation of a
         new control system, shunt tip breaker and associated heat sensors, and
         ADA compliance; (ii) reseal and re-stripe the existing parking lot, as
         necessary; (iii) relamp and repair, as necessary, all lighting in the
         indoor and outdoor parking areas, as necessary; (iv) provide new
         ceiling tiles, where necessary, in the existing ceiling grid in the
         indoor parking area; (v) complete the waterproofing of the atrium
         skylights and planters (planters to be installed with plantings or
         another aesthetically comparable alternative consistent with a
         first-class office building, based upon a mutually agreed upon plan;
         (vi) recaulk and repair as necessary, the facade and foundation of the
         Building and level the existing pavers at the front entrance; (vii)
         take all steps to remove or remediate any Contaminants in violation of
         Environmental Laws which may be present in the Premises; (viii) meet
         Americans with Disabilities Act requirements for the exterior of the
         Building and garage area including restoring and repairing the ramp in
         the front of the Building in a first-class manner; (ix) inspect and
         repair, as necessary, the existing sewer ejector pumps; (x) repair and
         replace, as necessary, the plenum heaters in the garage, clean the
         garage floor, and restripe and repair the existing overhead access
         doors; and (xi) ensure that the HVAC servicing the atrium complies with
         all laws. Lessor's Work shall be performed in a good and workmanlike
         manner in accordance with applicable laws, and Lessor's Work shall
         comply with all applicable laws. Lessor shall obtain all permits
         required in connection with Lessor's Work, at its sole cost and
         expense. All mechanical, electrical, plumbing, HVAC, sprinkler and life
         safety, and utility systems and meters in the Building, which will not
         be modified by Lessee's Work, shall be in good working order and
         condition. Lessor shall enforce and/or assign to Lessee any
         guaranty/warranty received by Lessor in connection with Lessor's Work.

2.       "Building Standard" shall mean the type and grade of material,
         equipment and/or device designated by Lessor as standard for the
         Building. All items are Building Standard unless otherwise noted. The
         provisions of Article 6 of the Lease shall apply to any alterations
         made to the Premises after the initial work to be performed herein.

3.       All low partitioning, workstation modules, bank screen partitions and
         prefabricated partition systems shall be furnished and installed by
         Lessee.

4.       The installation or wiring of telephone, computer, data and
         telecommunications outlets is not part of Lessor's Work. Lessee shall
         bear the responsibility to provide its own telephone and data systems,
         at Lessee's sole cost and expense.

5.       Changes in Lessor's Work, if necessary or requested by Lessee, shall be
         accomplished after the execution of the Lease, and without invalidating
         any part of the Lease, by written

                               Exhibit C - Page 1

<PAGE>

         agreement between Lessor and Lessee ("Change Order"). Each Change Order
         shall be prepared by Lessor and signed by both Lessee and Lessor
         stating their agreement upon all of the following:

         a.       the scope of the change in the Lessor's Work; and

         b.       the cost of the change; and

         c.       manner in which the cost will be paid or credited; and

         d.       the estimated extent of any adjustment to the Commencement
                  Date as a result of the change in the Lessor's Work.

         Each and every Change Order shall be signed by Lessor's and Lessee's
         respective construction representatives. In no event shall any Change
         Order(s) be permitted without such authorizations. A ten percent (10%)
         supervision plus ten percent (10%) overhead charge will be added to the
         cost of any Change Order. If Lessee shall fail to approve any such
         Change Order within one (1) week, the same shall be deemed disapproved
         in all respects by Lessee, and Lessor shall not be authorized to
         proceed thereon. Any increase in the cost of Lessor's Work or the
         change in Lessor's Work stated in a Change Order which results from
         Lessee's failure to timely approve and return said Change Order shall
         be paid by Lessee. Lessee agrees to pay to Lessor the cost of any
         Change Order promptly upon receipt of an invoice for same.

6.       Upon completion of Lessor's Work, Lessee shall identify and list any
         portion of Lessor's Work which does not conform hereto ("Punch List").
         Lessor shall review with Lessee all of the items so listed and promptly
         correct or complete any portion of Lessor's Work which fails to conform
         to the requirements hereof.

7.       The terms contained in the Lease (which include all exhibits attached
         thereto) constitute Lessor's agreement with Lessee with respect to
         Lessor's Work to be performed by Lessor on Lessee's behalf.

8.       All materials and installations constructed for Lessee within the
         Premises shall become the property of Lessor upon installation. No
         refund, credit or removal of said items is to be permitted at the
         termination of the Lease.

9.       Intentionally omitted.

10.      With respect to the construction work being conducted in or about the
         Premises, each party agrees to be bound by the approval and actions of
         their respective construction representatives. Unless changed by
         written notification, the parties hereby designate the following
         individuals as their respective construction representatives:

FOR LESSOR: Mack-Cali Properties Co. No. 11 L.P.
            c/o Mack-Cali Realty Corporation
            650 From Road
            Paramus, NJ 07652
            Attn: Mr. Frank Shea

FOR LESSEE: Barr Laboratories, Inc
            2 Quaker Road
            P.O. Box 970
            Pomona, NY 10970
            Attn:_Mr. Jay Bapna
            Senior Director -
            Engineering and
            Maintenance

B.       LESSEE'S WORK:

1.       Lessee may make alterations required for Lessee's use of the Premises
         ("Lessee's Work"), subject to the following:

         a.       Lessee, at its sole cost and expense, shall prepare and submit
                  to Lessor, for Lessor's approval, which approval shall not be
                  unreasonably withheld, conditioned or delayed, and
                  governmental approval, the following descriptive information,
                  detailed

                               Exhibit C - Page 2

<PAGE>

                  architectural and engineering drawings and specifications
                  (collectively, "Plans") for Lessee's Work. The Plans shall be
                  as complete and finished as required to completely describe
                  Lessee's Work and shall include, but not be limited to, the
                  following:

                  i.       Demolition Plans depicting all existing conditions to
                           be removed, abandoned or cut patched.

                  ii.      Architectural floor plans depicting partition
                           locations and types, and door location, size and
                           hardware types.

                  iii.     Structural plans, if required, depicting new
                           structural components and their connections to
                           existing elements.

                  iv.      Electrical plans depicting all new and existing
                           electrical wiring, devices, fixtures, meters and
                           equipment and written scope of work on system design
                           and capabilities for the Building management system.

                  v.       Mechanical plans depicting all new plumbing, piping,
                           heating, ventilating, air conditioning equipment and
                           duct work, and their connection to existing elements.

                  vi.      Life Safety System plans depicting all new or altered
                           alarm system fixtures, devices, detectors and wiring
                           within the Premises, and their connections to
                           existing systems.

                  vii.     Coordinated reflected ceiling plan showing ceiling
                           systems and materials, and all of the above items and
                           their proximity to one another.

                  viii.    Finish plans showing locations and types of all
                           interior finishes with a schedule of all proposed
                           materials and manufacturers.

                  The Plans shall provide for all systems and construction
                  components complying with the requirements of all governmental
                  authorities and insurance bodies having jurisdiction over the
                  Building.

         b.       The Plans for Lessee's Work and Lessee's Additional Work (as
                  hereinafter defined) are subject to Lessor's prior written
                  approval, which approval shall not be unreasonably withheld,
                  conditioned or delayed; provided, however, that Lessor may in
                  any event disapprove the Plans if they are incomplete,
                  inadequate or inconsistent with the terms of the Lease or with
                  the quality and architecture of the Building. Lessor agrees to
                  approve or disapprove the Plans within three (3) business days
                  of receipt of same ("Lessor's Approval Period"). If Lessor
                  disapproves the Plans or any portion thereof, Lessor shall
                  notify Lessee within three (3) business days of receipt of the
                  Plans and of the revisions which Lessor reasonably requires in
                  order to obtain Lessor's approval. Lessee shall, at its sole
                  cost and expense, submit the Plans, in such form as may be
                  necessary, with the appropriate governmental agencies for
                  obtaining required permits and certificates, copies of which
                  shall be delivered to Lessor prior to the commencement of
                  Lessee's Work and Lessee's Additional Work. Any changes
                  required by any governmental agency affecting Lessee's Work or
                  the Plans shall be complied with by Lessee in completing said
                  Lessee's Work, at Lessee's sole cost and expense. Lessee shall
                  submit completed Plans to Lessor simultaneously with Lessee's
                  submission of said Plans to the local building department. If
                  Lessor has not responded to Lessee's request within such three
                  (3) business day period, Lessee may deliver to Lessor a second
                  notice requesting Lessor's consent, which notice shall provide
                  in capitalized and bold type letters Lessor's failure to
                  respond to such second request within five (5) days shall be
                  deemed Lessor's approval of the request contained therein. In
                  the event Lessor fails to respond to such second notice within
                  five (5) days, then, provided Lessee's notice complies with
                  the requirements of the preceding sentence, Lessor shall be
                  deemed to have consented to the request contained therein.

                               Exhibit C - Page 3

<PAGE>

2.       Lessor shall permit Lessee to solicit competitive pricing and select
         its own general and/or individual subcontractors to perform Lessee's
         Work, at its sole cost, subject to the following:

         a.       All general contractors and Base Building Sub-Contractors
                  shall be subject to Lessor's prior written approval, which
                  approval shall not be unreasonably withheld, conditioned or
                  delayed;

         b.       Lessor may be requested, but not required, to submit a price
                  for Lessee's Work;

         c.       Lessee notifies Lessor in writing of Lessee's selection of
                  general and subcontractors; and

         d.       All costs associated with the biding process soliciting
                  competitive pricing will be at the sole cost and expense of
                  Lessee.

         Lessor hereby approves The Gale Company as Lessee's general contractor
         for Lessee's Work.

3.       If Lessee accepts the pricing of Lessor's general contractor and elects
         to use Lessor's general contractor to perform Lessee's Work: (i) Lessee
         and Lessor's general contractor will enter into a separate agreement,
         substantially similar to AIA Document A101, and Lessor's general
         contractor shall become Lessee's agent; and (ii) Lessor hereby waives
         all supervisory fees. Lessor hereby agrees that Change Orders shall be
         on the basis of cost plus ten percent (10%) for supervision services
         plus ten percent (10%) for overhead.

4.       Lessee shall complete Lessee's Work through its own contractors in
         accordance with the following terms and conditions:

         a.       Lessor and Lessee shall coordinate the performance of Lessor's
                  Work and Lessee's Work so as not to unreasonably interfere
                  with each other. Lessee's workmen and mechanics shall work in
                  harmony and not unreasonably interfere with the labor employed
                  by Lessor, Lessor's mechanics or contractors. If at any time
                  Lessee and/or its contractors cause disharmony or unreasonable
                  interference with the operation of the Building, Lessor shall
                  give forty-eight (48) hours' prior written notice to Lessee
                  and within twenty-four (24) hours, Lessee shall resolve any
                  dispute so that the tenor of the construction process and the
                  operation of the Building is returned to that which existed
                  prior to Lessor's notice. Such entry by Lessee's contractors
                  shall be deemed controlled by all of the terms, covenants,
                  provisions and conditions of the Lease.

         b.       Prior to the commencement of Lessee's Work, Lessee shall
                  provide Lessor with evidence of Lessee's contractors and
                  sub-contractors carrying such worker's compensation,
                  commercial general liability insurance required by law and in
                  amounts no less than the amounts set forth in Paragraph 8
                  hereof. Lessor shall not be liable in any way for any injury,
                  loss or damage which may occur to any portion of Lessee's
                  Work, Lessee's decorations, or installations so made, the same
                  being solely at Lessee's risk, unless such damage is caused by
                  Lessor's willful misconduct.

         c.       All proposed Building System work, including the preparation
                  of the Plans, shall be approved by Lessor's engineers (the
                  "Engineering Review"), which approval shall not be
                  unreasonably withheld, conditioned or delayed. Lessor shall
                  use in-house personnel for such Engineering Review to the
                  extent practicable; provided, however, if it is necessary to
                  retain outside engineers for said Engineering Review, the
                  actual out-of-pocket reasonable cost thereof shall be Lessee's
                  responsibility, subject to subparagraph e. below.

         d.       Lessor shall afford Lessee and its contractors the opportunity
                  to use the Building facilities in order to enable Lessee and
                  its contractors to perform Lessee's Work; provided, however,
                  that Lessee and its contractors shall remain responsible for
                  the scheduling and transportation of materials and equipment
                  used in the performance of such work. If applicable, Lessee
                  shall give Lessor adequate prior notice with regard to the
                  scheduling and transportation of materials in and out of the
                  Building. Lessor shall furnish, at Lessor's expense, all
                  utilities, including elevator, water, electricity

                               Exhibit C - Page 4

<PAGE>

                  and HVAC) during the performance of the work, until the
                  earlier of: (i) June 1, 2003; or (ii) the date Lessee or
                  anyone claiming under or through Lessee shall occupy the
                  Premises for the conduct of business; provided, however, that
                  Lessor shall not be required to provide such services if it is
                  impractical to do so given Lessor's Work and/or Lessee's Work
                  being performed (e.g., Lessor's Work being performed in the
                  elevator or Lessee's Work being performed on the HVAC system).

         e.       All Plans, changes to the plans and work installed by Lessee
                  and its sub-contractors for HVAC Building System work shall
                  require inspections to be made by Lessor's Base Building HVAC
                  Sub-Contractor, at Lessee's or Lessee's contractor's expense
                  ("Inspection Fees"). The Inspection Fees, together with the
                  costs referenced in the last sentence of subparagraph c.
                  above, shall not exceed $35,000.00. Lessor's HVAC Base
                  Building Sub-Contractor shall supply Lessor with certification
                  that work so preformed has been completed in accordance with
                  the Plans which have been previously approved by Lessor. If
                  Lessor's HVAC Base Building Sub-Contractor is selected and
                  actually performs the work, the Inspection Fees described in
                  this Paragraph with respect to such work shall not be
                  required. Lessor shall be not entitled to any supervisory or
                  construction management fees whether or not Lessor performs
                  Lessee's Work.

         f.       Lessee shall be responsible for all cleaning and removal of
                  debris necessitated by the performance of Lessee's Work. If
                  Lessee fails to provide such cleaning and removal, the same
                  may be performed by Lessor on Lessee's behalf and Lessee will
                  pay Lessor, the actual out-of-pocket reasonable cost incurred
                  by Lessor therefor, after delivery to Lessee of reasonable
                  documentation in connection therewith.

         g.       Neither the outside appearance nor the strength of the
                  Building or of any of its structural parts shall be adversely
                  affected by Lessee's Work.

         h.       The proper functioning of any of the Building Systems shall
                  not be adversely affected or the usage of such systems by
                  Lessee shall not be materially increased above the projected
                  usage of such systems indicated by the current plans and
                  specifications of the Building.

         i.       Lessee and its general and sub-contractors shall be bound by
                  and observe all of the conditions and covenants contained in
                  the Lease and this Exhibit C.

         j.       Lessor shall designate a "Project Manager" as its
                  representative in the Building who shall be responsible for
                  coordination and supervision of the work as it pertains to the
                  daily operation of the Building, at no cost or expense to
                  Lessee. The Project Manager and his subordinates shall be
                  granted access to the Premises at all times during the
                  construction period.

5.       Except as otherwise provided in the Lease, any part of Lessee's Work
         within the Premises shall become the property of Lessor upon
         installation. Furthermore, with respect to any material and
         installation which is part of Lessee's Work, Lessee shall not be
         entitled to remove, pledge or sell same unless otherwise agreed to in
         writing by Lessor and Lessee. No refund, credit or removal of said
         items shall be permitted at the termination of the Lease. Items
         installed that are not integrated in any such way with other common
         building materials do not fall under this provision (e.g., shelving,
         furniture and trade fixtures). Lessee may install additional or
         supplemental HVAC systems, appliances and equipment as part of Lessee's
         Work, which supplemental HVAC systems, appliances and equipment shall
         be connected to the meters measuring Lessee's consumption of and demand
         for electricity in the Premises, and Lessee shall be responsible for
         all costs related to the repairs and maintenance of any additional or
         supplemental HVAC systems, appliances and equipment installed by
         Lessee. Lessee shall purchase a service contract for this equipment so
         that the equipment is covered by such service contract each year of the
         Term of the Lease. Nothing contained herein shall be deemed to prohibit
         Lessee from granting security interests in Lessee's furniture,
         fixtures,equipment and other personal property.

6.       Lessor shall provide a cash contribution of THREE MILLION ONE HUNDRED
         THIRTY TWO THOUSAND EIGHT HUNDRED FIFTY AND 00/100 DOLLARS
         ($3,132,850.00))

                               Exhibit C - Page 5

<PAGE>

         ("Lessor's Construction Allowance") for payment of the costs associated
         with the completion of Lessee's Work. Lessee shall be obligated to
         perform the following additional work (collectively, "Lessee's
         Additional Work") consisting of: (i) renovation of all existing
         restrooms in a "Class A" manner, including, but not limited to, upgrade
         of finishes to "Class A" standards and compliance with ADA
         requirements; (ii) installation of an addressable fire alarm panel
         capable of meeting code including the required strobes, speakers, smoke
         detectors or other device as required and their tie-in to said panel;
         (iii) replacement of the existing circuit breakers in the Building's
         electrical sub-panels and replace the existing transformers by
         providing and installing new hung K-rated transformers capable of
         supplying 4 watts per square foot; (iv) install a new base building
         HVAC system or refurbish the existing HVAC system capable of meeting
         the design criteria in Exhibit C-1, including a building management
         system by either Automated Logic Corporation or Andover Controls
         Corporation, which use industry standard BAC-net protocols without the
         obligation of a future maintenance contract. Lessor shall provide a
         cash contribution of ONE MILLION FOUR HUNDRED THOUSAND AND 00/100
         DOLLARS ($1,400,000.00) ("Lessor's Additional Construction Allowance")
         for payment of the costs associated with the completion of Lessee's
         Additional Work. Lessor's Construction Allowance and Lessor's
         Additional Construction Allowance shall be payable by progress payments
         to Lessee on a monthly basis, for the work performed to date and/or for
         materials delivered to the Premises during the previous month, less a
         retainage of ten percent (10%) of each progress payment ("Retainage").
         Each of Lessor's progress payments shall be limited to that fraction of
         the total amount of such payment, the numerator of which shall be the
         amount of Lessor's Construction Allowance or Lessor's Additional
         Construction Allowance, as the case may be, and the denominator of
         which shall be the total contract (or estimated) price for the
         performance of all of Lessee's Work or Lessee's Additional Work, as the
         case may be. Provided that Lessee delivers requisitions to Lessor on or
         prior to the tenth (10th) day of any month, such progress payments
         shall be made within thirty (30) days next following the compliance by
         Lessee of the Payment Conditions (as hereinafter defined). Any such
         requisition made following the tenth (10th) day of any month shall be
         paid no later than the last day of the month following the month in
         which such requisition is made. If Lessee does not pay any contractor
         as required by this provision, Lessor shall have the right, but not the
         obligation, to promptly pay to such contractor all sums so due from
         Lessee, and Lessee agrees the same shall be deemed Additional Rent, and
         Lessor shall have all remedies available under this Lease, at law or in
         equity for collection from Lessee of all sums so paid by Lessor. For
         purposes of this paragraph, "Payment Conditions" shall mean: (i) a
         requisition signed by an officer of Lessee, which requisition shall set
         forth the names of each contractor and subcontractor to whom payment is
         due and the amount thereof; (ii) copies of partial waivers of lien from
         all contractors, subcontractors and materialman associated with
         Lessee's Work and Lessee's Additional Work; and (iii) a written
         certification from Lessee's architect that the work for which the
         requisition is being made has been completed substantially in
         accordance with the Plans approved by Lessor. The final payment,
         including the Retainage, of Lessor's Construction Allowance and
         Lessor's Additional Construction Allowance, shall be payable upon
         substantial completion of one hundred (100%) of Lessee's Work and
         Lessee's Additional Work and within fifteen (15) days of Lessor's
         receipt of the following:

         a.       Copy of the Certificate of Occupancy (temporary or permanent)
                  issued by the local construction official;

         b.       AIA Document G704, Certificate of substantial completion
                  issued and signed by Lessee's architect;

         c.       Release of Lien statements from the general contractor,
                  sub-contractors, architects, consultants and engineers
                  associated with Lessee's Work and Lessee's Additional Work;

         d.       Lessee shall provide Lessor a set of reproducible drawings of
                  the Plans and a "CAD" file (in .DWG or .DXF format) of the
                  "as-built" Plans; and

         e.       Applicable to the new base building HVAC system: all
                  warranties (in form so as to be enforceable by Lessor);
                  certified balancing report; completion check list of the
                  Building management system; signoff from the HVAC contractor
                  for the commissioning of the equipment; operation and
                  maintenance manuals; and signed

                               Exhibit C - Page 6

<PAGE>

                  and sealed "as-built" mechanical drawings.

         Notwithstanding anything hereinabove to the contrary, If Lessee does
         not utilize all of Lessor's Construction Allowance for Lessee's Work,
         Lessee shall have the right to use up to ten percent (10%) of Lessor's
         Construction Allowance for cabling, consultant fees, permits or
         permanently attached furniture installed in the Premises.

         Lessee shall not be entitled to any installment of Lessor's
         Construction Allowance or Lessor's Additional Construction Allowance if
         this Lease is not in full force and effect or Lessee is then in
         monetary or material non-monetary default under the Lease, after the
         expiration of applicable notice and cure periods. Provided that Lessee
         has fully complied with this Paragraph 6, if Lessor fails to timely pay
         any installment of Lessor's Construction Allowance and/or Lessor's
         Additional Construction Allowance, then Lessee shall so notify Lessor,
         which notice shall state in bold capital letters, that if Lessor fails
         to pay such installment within fifteen (15) days, Lessee may set off,
         deduct and recoup the amount so due against the Fixed Basic Rent
         payable under the Lease. If Lessor fails to pay the amount so due
         within such fifteen (15) day period, then Lessee may set off the amount
         due against the Fixed Basic Rent payable under the Lease.

7.       Intentionally omitted.

8.       Lessee's Contractor's Insurance:

         a.       Lessee shall require any and all contractors of Lessee
                  performing Lessee's Work on or about the Premises to obtain
                  and/or maintain specific insurance coverage for events which
                  could occur while operations are being performed and which
                  could occur after the completion of Lessee's Work. The
                  insurance coverage of the contractor shall be at least equal
                  to the coverage required by Article 30 of the Lease and the
                  contractor shall name Lessor and, if requested, any mortgagee
                  as additional insureds on all policies of liability insurance.

         b.       The contractor shall purchase and maintain such insurance as
                  will protect itself and Lessor and Lessee from claims set
                  forth below which may arise out of or result from its
                  operations under the contract and after completion of the
                  contract with Lessee, whether such operations are performed by
                  the contractor or by any subcontractor or by anyone directly
                  or indirectly employed by any of them or by anyone for whose
                  acts any of them may be liable. The insurance coverage shall
                  include, but not be limited to, protection for:

                  i.       Claims under Workers or Workmens Compensation,
                           Disability Benefits, and other Employee Benefit Acts;

                  ii.      Claims for damages because of bodily injury,
                           occupational sickness, disease or death of its
                           employees;

                  iii.     Claims for damages because of bodily injury,
                           sickness, disease, or death of any person other than
                           its employees;

                  iv.      Claims for damages insured by the usual personal
                           injury liability coverages which are sustained by (i)
                           any person as a result of an offense directly or
                           indirectly related to the employment of such person
                           by the contractor, or (ii) by any other person;

                  v.       Claims for damages, other than to Lessee's Work
                           itself, because of injury to or destruction of
                           tangible property, including loss of use resulting
                           therefrom;

                  vi.      Claims for damages because of bodily injury or death
                           of any person and/or property damage arising out of
                           the ownership, maintenance, or use of any motor
                           vehicle; and

                  vii.     Claims which include the foregoing, but not limited
                           thereto, which may occur

                               Exhibit C - Page 7

<PAGE>

                           while operations are being performed and claims which
                           may occur after operations are completed.

         c.       Lessee shall secure evidence of Lessee's contractor's
                  insurance coverage.

         d.       The contract between Lessee and its contractor shall require
                  that Lessee's contractor hold Lessor harmless in a form and
                  manner equal to the indemnity agreement in Article 33 of the
                  Lease.

         e.       Lessee shall cause to be executed a waiver of all rights their
                  contractors have or may have against Lessor and any mortgagee
                  involved in the Premises in any way, for damages caused by
                  fire or other perils so insured.

         f.       Lessor shall cooperate and assist Lessee to enable Lessee to
                  obtain any required building permits, approvals, etc. in
                  connection with Lessee's Work and Lessee's Additional Work;
                  provided, however, that Lessor shall have no obligation to
                  expend any monies in connection therewith.

                               Exhibit C - Page 8

<PAGE>

                                   EXHIBIT C-1

                  AIR CONDITIONING AND 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 72 degrees F or more than 76 degrees F
         when the outdoor dry bulb temperature is lower than 65 degrees F (18
         degrees C) but not lower than 5 degrees F.

2.       To maintain comfort cooling for an average indoor dry bulb temperature
         of 75 degrees F dry bulb, but not more than 78 degrees F dry bulb with
         no more than fifty percent (50%) relative humidity when the outside dry
         bulb temperature is 91 degrees F with seventy-five percent (75%) FWB.

3.       During the intermediate seasons, when the outside dry bulb temperature
         is below 55 degrees F (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.       The air conditioning system shall be capable of meeting the temperature
         ranges set forth above based upon the following: (i) the occupancy of
         the Premises with more than an average of one (1) person for each one
         hundred (100) rentable square feet of floor area; (ii) the installation
         or operation of Lessee's machines and appliances, the installed
         electrical load of which when combined with the load of all lighting
         fixtures exceeds five (5) watts demand per square foot of floor area;
         and (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
         and 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 reasonably
         cooperate with Lessor and to abide by all the Rules and Regulations
         attached hereto as well as reasonable rules and regulations which
         Lessor may hereafter reasonably prescribe involving the air
         conditioning system. Lessor shall not be responsible for failures of
         the Building air conditioning system for cooling and heating if
         Lessee's installation of the system does not meet the aforementioned
         design criteria.

                              Exhibit C-1 - Page 1

<PAGE>

                                    EXHIBIT D

                                CLEANING SERVICES
                             (Five Nights Per Week)

LESSEE'S PREMISES

1.       Vacuum clean all carpeted areas.

2.       Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.

3.       All office furniture such as desks, chairs, files, filing cabinets,
         etc. shall be dusted with a clean treated dust cloth whenever necessary
         and only if such surfaces are clear of Lessee's personal property
         including but not limited to plants.

4.       Empty and wash ashtrays.

5.       Empty wastepaper baskets and remove waste to the designated areas.

6.       All vertical surfaces within arms reach shall be spot cleaned to remove
         finger marks and smudges. Baseboard and window sills are to be spot
         cleaned whenever necessary.

7.       All cleaning of cafeterias, vending areas, kitchen facilities are
         excluded. Lessee may make necessary arrangements for same directly with
         Lessor's cleaning maintenance company.

8.       Cleaning hours shall be Monday through Friday between 5:30 p.m. and
         11:00 p.m.

9.       No cleaning service is provided on Saturday, Sunday and Building
         Holidays.

10.      Cartons or refuse in excess which can not be placed in wastebaskets
         will not be removed. Lessee is responsible to place such unusual refuse
         in trash dumpster.

11.      Cleaning maintenance company will not remove nor clean tea, office cups
         or similar containers. If such liquids are spilled in waste baskets,
         the waste baskets will be emptied but not otherwise cleaned. Lessor
         will not be responsible for any stained carpet caused from liquids
         leaking or spilling from Lessee's wastepaper receptacles.

12.      Upon completion of cleaning, all lights will be turned off and doors
         locked leaving the Premises in an orderly condition.

13.      Glass entrance doors and Interior glass doors or glass partitions will
         be cleaned nightly.

COMMON AREAS

1.       Vacuum all carpeting in entrance lobbies, outdoor mats and all
         corridors.

2.       Wash glass doors in entrance lobby with a clean damp cloth and dry
         towel.

3.       Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
         Hard surface floors such as quarry tile, etc., shall be cleaned
         nightly.

4.       Wash, clean and disinfect water fountains.

5.       Clean all elevators and stairwells.

6.       Lavatories - Men and Women.

         a.  Floors in all lavatories shall be wet mopped each evening with a
             germicidal detergent to ensure a clean and germ free surface.

         b.  Wash and polish all mirrors, shelves, bright work including any
             piping and toilet seats.

         c.  Wash and disinfect wash basins and sinks using a germicidal
             detergent.

         d.  Wash and disinfect toilet bowls and urinals.

         e.  Keep lavatory partitions, tiled walls, dispensers and receptacles
             in a clean condition using a germicidal detergent when necessary.

         f.  Empty and sanitize sanitary disposal receptacles.

         g.  Fill toilet tissue holders, towel dispensers and soap dispensers.
             Refills to be supplied by Lessor.

7.       Clean all air ventilation grill work in ceilings.

                               Exhibit D - Page 1

<PAGE>

                                    EXHIBIT E

                                BUILDING HOLIDAYS

                                 NEW YEAR'S DAY

                                  MEMORIAL DAY

                                INDEPENDENCE DAY

                                    LABOR DAY

                                THANKSGIVING DAY

                                  CHRISTMAS DAY

                               Exhibit E - Page 1

<PAGE>

                                    EXHIBIT F

                           LESSEE ESTOPPEL CERTIFICATE

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

1.       The undersigned is lessee under that certain Lease dated , 2003
         ("Lease"), by and between ____________, as Lessor, and ____________, as
         Lessee, covering those certain premises consisting of approximately
         ________ (_______) gross rentable square feet in of the building
         commonly known as ______________, New Jersey ("Premises").

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 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 PremisesThe Lease
         term began________________, 2003, and the rent for said Premises has
         been paid to and including ______________, 200_, in conformity with the
         Lease. No rent has been prepaid for more than two (2) months. The Fixed
         Basic Rent 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 written request.

5.       Lessee is not in default and the Lease 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 Lease.

7.       Intentionally omitted.

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.

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
         Lessee is otherwise notified in writing by MORTGAGEE, or its successors
         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 Lessee Estoppel
         Certificate on behalf of Lessee.

Dated this ________ day of __________________, 200_
LESSEE:

___________________________________________
Name:
Title:

                               Exhibit F - Page 1

<PAGE>

                                    EXHIBIT G

                           COMMENCEMENT DATE AGREEMENT

1.0      PARTIES

         THIS AGREEMENT made the _________day of ________, 2003 (hereinafter
         "Agreement"), is by and between ________________ (hereinafter "Lessor")
         whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive,
         Cranford, New Jersey 07016 and _________________________ (hereinafter
         "Lessee") whose address is ________________________________________.

2.0      STATEMENT OF FACTS

         2.1      Lessor and Lessee entered into a Lease dated ____________,
                  2003 (hereinafter "Lease"), setting forth the terms of
                  occupancy by Lessee of approximately _____________(________ )
                  gross rentable square feet (hereinafter "Premises") at
                  _____________________________ (hereinafter "Building"); and

         2.2      The Term of the Lease is for ____________ (__)years with the
                  Commencement Date of the initial Term being defined in the
                  Preamble to the Lease as being subject to change under
                  Articles 27 and 43 thereof; and

         2.3      It has been determined in accordance with the provisions of
                  Articles 27 and 43 of the Lease that ___________, 2003 is the
                  Commencement Date of the Term of the Lease.

3.0      STATEMENT OF TERMS

                  NOW, THEREFORE, in consideration of the Premises and the
         covenants hereinafter set forth, it is agreed:

         3.1      The Commencement Date of the Term of the Lease is ___________,
                  2003 and the Expiration Date thereof is _____________ ,
                  200_, and Paragraphs 6 and 9 of the Preamble to the Lease
                  shall be deemed modified accordingly.

         3.2      Paragraph 10 of the Preamble to the Lease shall be deemed
                  modified as follows:

         3.3      This Agreement is executed by the parties hereto for the
                  purpose of providing a record of the Commencement Date and
                  Expiration Date of the Lease, adjust the Term of the Lease and
                  Fixed Basic Rent amount accordingly.

         EXCEPT as modified herein, the Lease covering the Premises shall remain
in full force and effect as if the same were set forth in full herein, and
Lessor and Lessee hereby ratify and confirm all the terms and conditions
thereof.

         THIS AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto, and their respective legal representatives, successors and
permitted assigns.

         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 THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.

LESSOR                                               LESSEE

MACK-CALI PROPERTIES CO. NO. 11 L.P.                 BARR LABORATORIES, INC.

By: Mack-Cali Sub III, Inc.,
    its General Partner

By: ________________________________                 By: _______________________
    Michael A. Grossman                                  Name:
    Executive Vice President                             Title: