Exhibit
10.3 

Lease Agreement between Intelligroup
Inc. and 5 Independence SPE LLC. 

     THIS
LEASE is made on the ____ day of ______________, 2008 between 5 INDEPENDENCE SPE
LLC, a Delaware limited liability company, whose address is c/o Mack-Cali Realty
Corporation, 343 Thornall Street, Edison, New Jersey 08837-2206 (who is referred
to in this Lease as “Landlord”) and INTELLIGROUP, INC., a _________________,
whose address is _______________ (who is referred to in this Lease as “Tenant”).
This Lease consists of the following Basic Lease Provisions and Definitions and
the attached General Conditions and Exhibits. The Basic Lease Provisions and
Definitions are referred to in this Lease as the “Basic Lease
Provisions.”

BASIC LEASE
PROVISIONS 

     1 BASE PERIOD COSTS means the following: 

     .1 Base Operating Costs: Operating Costs
incurred during the Calendar Year.

     .2 Base Real Estate Taxes: Real Estate Taxes
incurred during the Calendar Year.

     .3 Base Insurance Costs: Insurance Costs
incurred during the Calendar Year.

     .4 Base Utility and Energy Costs: Utility and Energy Costs incurred during
the Calendar Year.

     Notwithstanding anything contained
herein or in Exhibit G (Tax and Operating Cost
Rider) to the contrary, Tenant shall have no obligation to pay Additional Rent
pursuant to Exhibit G during the first twelve (12) months of the
Term.

     2 BUILDING means 5 Independence Way,
Princeton, New Jersey.

     3 CALENDAR YEAR means the calendar year 2008.

     4 COMMENCEMENT DATE means September 1, 2008, subject to Article 20 of this
Lease.

     5 DEMISED PREMISES OR PREMISES mean and
are agreed and deemed to be 9,724 gross rentable square feet on the second (2nd)
floor as shown on Exhibit A to this Lease, which includes an allocable share of
the Common Facilities. 

     6 EXPIRATION DATE means 11:59 p.m. on the last day of the month in which the day
before the seven (7) year and four (4) month
anniversary of the Commencement Date occurs.

     7 FIXED BASIC RENT means the following:

	  
      Months	Annual
      Rate	Monthly
      Installments	Annual
      Per Sq. Ft. Rate
	  
      1-12	  
    $	199,342.00   	  
    $	16,611.83   	  
    $	20.50  
      
	  
      13-24	  
    $	204,204.00   	  
    $	17,017.00   	  
    $	21.00  
      
	  
      25-36	  
    $	209,066.00   	  
    $	17,422.17   	  
    $	21.50  
      
	  
      37-48	  
    $	213,928.00   	  
    $	17,827.33   	  
    $	22.00  
      
	  
      49-60	  
    $	218,790.00   	  
    $	18,232.50   	  
    $	22.50  
      
	   61-72	   $	223,652.00   	   $	18,637.67   	   $	23.00   
	   73-88	   $	228,514.00   	   $	19,042.83   	   $	23.50  
  






Notwithstanding the foregoing, provided that this Lease is in full force
and effect and Tenant has complied with each of its obligations hereunder,
Tenant shall have no obligation to pay the Monthly Installments of Fixed Basic
Rent for the second (2nd), thirteenth (13th), twenty-fifth (25th), and
thirty-seventh (37th) full calendar months of the Term. 

     8 HVAC AFTER HOURS CHARGE is $55.00 per
hour per zone for heat and $75.00 per hour per zone for air conditioning,
subject to Section 17 (b) of the Lease. The HVAC After Hours Charge is subject
to increase from time to time to reflect the increase in the cost of providing
such after hours HVAC service. 

     9 NOTICE ADDRESSES shall mean the following:

		If to
      Tenant:  
		  
		  
		  
		If to Landlord
      by personal or overnight delivery:  
		  
		c/o Mack-Cali
      Realty Corporation  
	 	343 Thornall
      Street  
		Edison, New
      Jersey 08837-2206  
		Attention:
      Executive Vice President and General Counsel  
		  
		  
		If to Landlord
      by mail:  
		  
		c/o Mack-Cali
      Realty Corporation  
		P.O. Box
      7817  
		Edison, New
      Jersey 08818-7817  
		Attention:
      Executive Vice President and General Counsel 




     10 PARKING
SPACES means a total of thirty-nine (39)
unassigned parking spaces. 

As
additional consideration for this Lease, provided that this Lease is in full
force and effect and Tenant has complied with each of its obligations hereunder,
Landlord shall provide Tenant, on a monthly basis, with thirty-nine (39) gas
cards in the amount of TWENTY DOLLARS ($20.00) each, for the first twelve (12)
full calendar months of the Term for which Fixed Basic Rent is payable by Tenant
hereunder. The gas cards for each month shall be delivered by Landlord to Tenant
promptly after Tenant’s payment of the Monthly Installment of Fixed Basic Rent
for the applicable twelve (12) full calendar months of the Term for which Fixed
Basic Rent is payable by Tenant hereunder. 

    
11 SECURITY DEPOSIT means ONE HUNDRED
TWENTY-FOUR THOUSAND SEVEN HUNDRED NINETY-ONE AND
00/100 DOLLARS ($124,791.00). 




Tenant shall
deliver to Landlord an irrevocable negotiable letter of credit issued by and
drawn upon such commercial bank selected by Tenant and acceptable to Landlord
(at its sole discretion) and in form and content acceptable to Landlord (also at
its sole discretion) (the form attached hereto as Exhibit I shall be deemed
acceptable to Landlord) for the account of Landlord, in the sum of ONE HUNDRED
TWENTY-FOUR THOUSAND SEVEN HUNDRED NINETY-ONE AND 00/100 DOLLARS ($124,791.00).
Said letter of credit shall be for a term of not less than one (1) year and
shall be automatically renewed by the bank (without notice from Landlord) (i.e.
an “evergreen” letter of credit), until Landlord shall be required to return the
security to Tenant pursuant to the terms of this Lease but in no event earlier
than ninety (90) days after the Expiration Date, and any renewed letter of
credit shall be delivered to Landlord no later than sixty (60) days prior to the
expiration of the letter of credit then held by Landlord. If any portion of the
security deposit shall be utilized by Landlord in the manner permitted by this
Lease, Tenant shall, within five (5) days after request by Landlord, replenish
the security account by depositing with Landlord, in cash or by letter of
credit, an amount equal to that utilized by Landlord. Failure of Tenant to
comply strictly with the provisions of this Article shall constitute a material
breach of this Lease and Landlord shall be entitled to present the letter of
credit then held by it for payment (without notice to Tenant). In the event of a
bank failure or insolvency affecting the letter of credit, Tenant shall replace
same within twenty (20) days after being requested to do so by Landlord. The
letter of credit shall be transferable in connection with a transfer of the
Building and Tenant shall be solely responsible for any transfer fees imposed by
the Bank. 

Provided
that (i) this Lease is in full force and effect, (ii) Tenant is not in and has
not been in default hereunder and (iii) Tenant’s net worth is at least equal to
$33,384,000.00, Tenant, upon request to Landlord, may reduce the Security
Deposit by $17,827.33 on the third (3rd) anniversary of the Commencement Date
and by $35,654.66 on the fourth (4th) anniversary of the Commencement Date.


     12 TENANT’S
BROKER means LRE Solutions, Inc. 

    
13 TENANT’S PERCENTAGE means and is
agreed and deemed to be 8.58%.

DEFINITIONS 

    
ADDITIONAL RENT means all money,
other than the Fixed Basic Rent, payable by Tenant to Landlord under the Lease,
including, but not limited to, the monies payable by Tenant to Landlord pursuant
to Exhibits G and H of this Lease. Tenant shall have no obligation to pay
Landlord Addition Rent for the first twelve (12) full calendar months of the
Term. 

    
14 BUILDING HOLIDAYS means the holidays
shown on Exhibit E and all days observed as holidays by the United States,
State, or labor unions representing individuals servicing the Building on behalf
of Landlord; if there be no such labor unions, such definition shall include
holidays designated by Landlord for the benefit of such individuals. 

    
15 BUILDING HOURS means Monday through
Friday, 8:00 a.m. to 6:00 p.m., but excluding Building Holidays. 

    
16 COMMON FACILITIES means and includes
the lobby; elevator(s); fire stairs; public hallways; public lavatories; all
other general Building components, facilities and fixtures that service or are
available to more than one tenant; air conditioning mechanical rooms; fan rooms;
janitors’ closets; electrical and telephone closets serving more than one
tenant; elevator shafts and machine rooms; flues; stacks; pipe shafts and
vertical ducts with their enclosing walls; and structural components of the
Building. 

    
Whenever the word “includes” or “including” is used in this Lease, it
means “includes but is not limited to” and “including but not limited to,”
respectively. 




    
17 EXHIBITS are the following:


		Exhibit
      A  	Location of
      Premises  
		Exhibit
      B  	Rules and
      Regulations  
		Exhibit
      C  	Workletter
      Agreement  
		Exhibit
      D  	Cleaning
      Services  
		Exhibit
      E  	Building
      Holidays  
		Exhibit
      F  	Commencement
      Date Agreement  
		Exhibit
      G  	Tax and
      Operating Cost Rider  
		Exhibit
      H  	Electricity
      Rider  
	          	Exhibit
      1  	Letter of Credit
      Form  



The Exhibits
are attached at the back of this Lease and are a part of this Lease. 

     18 LEGAL
REQUIREMENTS means all present and future
laws and ordinances of federal, state, municipal and county governments, and
rules, regulations, orders and directives of departments, subdivisions, bureaus,
agencies or offices of such governments, or any other governmental, public or
quasi-public authorities having jurisdiction over the Building, and the
directions of any public officer pursuant to law. 

    
19 PRIME means the so-called annual prime
rate of interest established and quoted by The Wall Street Journal (or its successor), from time to time, but in no event
greater than the highest lawful rate from time to time in effect. 

    
20 PERMITTED USE means general office use
consistent with a first class office building and for no other
purpose.

     21 REAL PROPERTY means the Building, the
land upon which the Building stands, together with adjoining parking areas,
sidewalks, driveways, landscaping and land. 

    
22 STATE means the State of New Jersey.


    
23 TERM means the period of time
beginning on the Commencement Date and ending on the Expiration Date. 

— End of Basic Lease Provisions and
Definitions — 





	1.		LEASE	1
	2.		FIXED BASIC
      RENT	1
	3.		USE AND OCCUPANCY	1
	4.		CARE AND REPAIR
      OF PREMISES:	1
	5.		ALTERATIONS, ADDITIONS OR IMPROVEMENTS:	2
	6.		ASSIGNMENT AND
      SUBLEASE:	2
	7.		COMPLIANCE WITH RULES AND REGULATIONS:	4
	8.		DAMAGES TO
      BUILDING:	4
	9.		EMINENT DOMAIN:	4
	10.		LANDLORD’S
      REMEDIES ON DEFAULT:	5
	11.		DEFICIENCY:	5
	12.		SUBORDINATION:	6
	13.		SECURITY DEPOSIT:	6
	14.		RIGHT TO CURE
      TENANT’S BREACH:	6
	15.		LIENS:	6
	16.		RIGHT TO INSPECT
      AND REPAIR:	6
	17.		SERVICES TO BE PROVIDED BY LANDLORD:	7
	18.		TENANT’S
      ESTOPPEL:	7
	19.		HOLDOVER TENANCY:	7
	20.		LANDLORD’S WORK;
      COMMENCEMENT:	7
	21.		OVERDUE RENT CHARGE/INTEREST:	8
	22.		INSURANCE:	8
	23.		INDEMNITY:	9
	24.		BROKER:	9
	25.		PERSONAL LIABILITY:	10
	26.		NOTICES:	10
	27.		AUTHORITY:	10
	28.		PARKING
      SPACES	10
	29.		RELOCATION:	10
	30.		MISCELLANEOUS:	11
	31.	      	TERMINATION OPTION:	13






General Conditions

	.1		LEASE:
		      	 
	 		
      Landlord has leased the Premises to Tenant
      for the Term.

			 
	.2		FIXED BASIC RENT:
			 
			
      Tenant will pay Landlord the Fixed Basic
      Rent. At Landlord’s option, upon notice to Tenant, Tenant will pay the
      Fixed Basic Rent and Additional Rent by electronic transfer. The Fixed
      Basic Rent payable for the entire Term will be the aggregate of the Annual
      Rate set forth in the Basic Lease Provisions and will be payable, in
      advance, on the first day of each calendar month during the Term at the
      Monthly Installments set forth in the Basic Lease Provisions, except that
      a proportionately lesser amount will be paid for the first month of the
      Term if the Term commences on a day other than the first day of the month.
      Tenant will pay the first (1st) full monthly
      installment of Fixed Basic Rent upon Tenant’s execution and delivery of
      this Lease. Tenant will pay Fixed Basic Rent, and any Additional Rent, to
      Landlord at Landlord’s address set forth in the first paragraph of this
      Lease, or at such other place as Landlord may designate in writing,
      without demand and without counterclaim, deduction or set
      off.

		 	 
	.3		
      USE AND OCCUPANCY:

			 
			
      Tenant will use the Premises solely for the
      Permitted Use.

			 
			
      Neither Tenant, nor anyone acting by or
      through Tenant, will generate, handle, dispose, store or discharge any
      hazardous substances or wastes as defined by Legal Requirements in, on or
      around the Premises, the Building or the Real Property in violation of any
      Legal Requirements (such actions collectively referred to as “Prohibited
      Actions”). Tenant will defend, indemnify and hold Landlord harmless
      against any and all loss, cost, damage, liability or expense (including
      attorneys’ fees and disbursements) which Landlord may sustain as a result
      of any Prohibited Actions.

			  
	.4		
      CARE AND REPAIR OF
PREMISES:

			  
			
      Tenant will not commit any act that damages
      the Premises or Building and will take good care of the Premises, and will
      comply with all Legal Requirements affecting the Premises or the Tenant’s
      use and/or occupancy of the Premises. Landlord will, at Tenant’s expense,
      make all necessary repairs to the Premises. Landlord will make all
      necessary repairs to the Common Facilities. The cost of repairs to the
      Common Facilities will be included in Operating Costs, except where the
      repair has been made necessary by misuse or neglect by Tenant or Tenant’s
      agents, employees, contractors, invitees, visitors or licensees
      (collectively, “Tenant’s Agents”), in which event Landlord will
      nevertheless make the repair but Tenant will pay to Landlord, as
      Additional Rent, upon demand, the cost incurred by Landlord to complete
      such repairs. All improvements made by Tenant prior to or after the
      commencement of the Term which are attached to the Premises will, at
      Landlord’s option, become the property of Landlord upon the expiration or
      sooner termination of this Lease. Not later than the last day of the Term,
      Tenant will, at Tenant’s expense, remove from the Building all of Tenant’s
      personal property and those improvements made by Tenant which Landlord has
      not elected by notice to Tenant to retain as Landlord’s property, as well
      as all trade fixtures (other than built-in cabinet work), moveable
      partitions, telephone, computer, data and antenna wiring, cabling and
      related conduit and the like. Tenant will repair all injury done by or in
      connection with the installation or removal of said property,
      improvements, wiring and the like; cap or terminate all telephone,
      computer and data connections at service entry panels in accordance with
      Legal Requirements; and surrender the Premises in as good condition as
      they were at the beginning of the Term, except for reasonable wear and
      damage by casualty or other cause not due to the misuse or neglect by
      Tenant and/or Tenant’s Agents. All property of Tenant remaining on the
      Premises after the last day of the Term will be conclusively deemed
      abandoned and may be removed and discarded or stored at Tenant’s risk by
      Landlord, and Tenant will pay Landlord for the cost of such removal,
      discarding and/or storage. Notwithstanding anything contained herein to
      the contrary, Tenant shall remove all installations that are “non-standard
      office improvements”. For purposes hereof, “non-standard office
      improvements” shall mean raised flooring, interior staircases, vaults,
      elevators, modifications to the Building’s utility and mechanical systems
      and unusual configuration for first class office space. Tenant shall
      repair any damage to the Premises resulting from such
    removal.








			Tenant is responsible for all
      costs related to the repair and maintenance of any additional or
      supplemental HVAC systems, appliances and equipment serving exclusively
      the Premises or installed to meet Tenant’s specific requirements. Tenant
      will purchase and maintain throughout the Term an annual full maintenance
      and service contract for this equipment and will forward a copy of each
      proposed contract to Landlord for its approval prior to signing
    it.
		      	 
	.5		ALTERATIONS, ADDITIONS OR
      IMPROVEMENTS:
			 
			
      Tenant will not, without first obtaining the
      written consent of Landlord, make any alterations, additions or
      improvements (collectively, “alterations”) in, to or about the Premises.
      Unless the alterations affect the Common Facilities or Building Systems or
      would otherwise require a building permit, Landlord will not unreasonably
      withhold or delay its consent. Building Systems include the life safety,
      plumbing, electrical, heating, ventilation and air conditioning systems in
      the Building. Tenant may, upon prior notice to Landlord, perform minor
      cosmetic improvements, such as painting and wallpapering, without the
      prior consent of Landlord.

			  
			
      If Tenant shall request the consent or
      approval of Landlord to the making of any alterations or to any other
      thing, and Landlord shall seek and pay a separate fee for the opinion of
      Landlord’s counsel, architect, engineer or other representative or agent
      as to the form or substance thereof, Tenant shall pay Landlord, as
      Additional Rent, within 30 days after demand, all reasonable costs and
      expenses of Landlord incurred in connection therewith, including, in case
      of any alterations, costs and expenses of Landlord in reviewing plans and
      specifications.

		 	 
	.6		
      ASSIGNMENT AND SUBLEASE:

			 
			
      Tenant will not mortgage, pledge, assign or
      otherwise transfer this Lease or sublet all or any portion of the Premises
      in any manner except as specifically provided for in this Article
      6:

			 
			
           .A   If Tenant desires to assign this Lease or sublease all
      or part of the Premises, the terms and conditions of such assignment or
      sublease will be communicated by Tenant to Landlord in writing no less
      than thirty (30) days prior to the effective date of such sublease or
      assignment. Prior to such effective date, Landlord will have the option,
      upon notice to Tenant, to terminate the Lease, (i) in the case of
      subletting, solely as to that portion of the Premises to be sublet, or
      (ii) in the case of an assignment, as to all of the Premises, and in such
      event, Tenant will be fully released from its obligations with respect to
      the terminated space (“Recapture Space”) accruing from and after the
      effective date. If Landlord terminates the Lease as to the Recapture
      Space, in no event will Landlord be liable for a brokerage commission in
      connection with the proposed assignment or sublet. If Landlord recaptures
      the Recapture Space, Tenant shall be solely responsible, at its cost and
      expense, for all alterations required to separate the Recapture Space from
      the balance of the Premises, including, but not limited to, construction
      of demising walls and separation of utilities.

			  
			
          
      .B   In the event that the
      Landlord elects not to terminate the Lease as to the Recapture Space,
      Tenant may assign this Lease or sublet the
      whole or any portion of the Premises, subject to Landlord’s prior written
      consent, which consent will not be unreasonably withheld, conditioned or
      delayed, subject to the following terms and conditions and provided the
      proposed occupancy is in keeping with that of a first-class office
      building:

			  
			
                Tenant will provide to Landlord the name, address,
      nature of the business and evidence of the financial condition of the
      proposed assignee or sublessee;







          The assignee will assume, by written instrument, all of the
obligations of the Tenant under this Lease, and a copy of such assumption
agreement will be furnished to Landlord within ten (10) days of its execution.
No further assignment of this Lease or subletting all or any part of the
Premises will be permitted;

          Each sublease will provide that sublessee’s rights will be no
greater than those of Tenant, and that the sublease is subject and subordinate
to this Lease and to the matters to which this Lease is or will be subordinate,
and that in the event of default by Tenant under this Lease, Landlord may, at
its option, take over all of the right, title and interest of Tenant, as
sublessor, under such sublease, and such sublessee will, at Landlord’s option,
attorn to Landlord pursuant to the terms of such sublease, except that Landlord
will not (i) be liable for any previous act or omission of Tenant under such
sublease or, (ii) be subject to any offset not expressly provided for in this
Lease or by any previous prepayment of more than one month’s rent;

          The liability of Tenant and each assignee will be joint,
several and primary for the observance of all the provisions, obligations and
undertakings of this Lease, including the payment of Fixed Basic Rent and
Additional Rent through the entire Term, as the same may be renewed, extended or
otherwise modified;

          Tenant will promptly pay to Landlord any consideration
received for any assignment or all of the rent (fixed basic rent and additional
rent) and any other consideration payable by the subtenant to Tenant under or in
connection with a sublease, as and when received, in excess of the Fixed Basic
Rent required to be paid by Tenant for the area sublet;

          The acceptance by Landlord of any rent from the assignee or
from any subtenant or the failure of Landlord to insist upon strict performance
of any of the terms, conditions and covenants of this Lease will release neither
Tenant, nor any assignee assuming this Lease, from the Tenant’s obligations set
forth in this Lease;

          The proposed assignee or subtenant is not then an occupant of
any part of the Building or any other building then owned by Landlord or its
affiliates within a five-mile radius of the Building;

          The proposed assignee or subtenant is not an entity or a
person or an affiliate of an entity with whom Landlord is or has been, within
the preceding six (6) month period, negotiating to lease space in the Building
or any other building owned by Landlord or its affiliates within a five-mile
radius of the Building;

          There
will not be more than one (1) subtenant in the Premises;

          Tenant will not advertise the subtenancy for less than
Landlord’s then current market rent for the Premises;

          Tenant will pay Landlord a ONE THOUSAND AND 00/100 DOLLAR
($1,000.00) administrative fee for each request for consent to any sublet or
assignment simultaneously with Tenant’s request for consent to a specific sublet
or assignment; and

          The
proposed assignee or subtenant will use the Premises for the Permitted Use
only.




     .C   If Tenant is a corporation (other than a
corporation whose stock is listed and traded on a nationally recognized stock
exchange), the transfer (however accomplished, whether in a single transaction
or in a series of related or unrelated transactions) of a majority of the issued
and outstanding stock [or any other mechanism such as, by way of example, the
issuance of additional stock, a stock voting agreement or change in class(es) of
stock which results in a change of control of Tenant], and if Tenant is a
partnership, joint venture or limited liability company (collectively “Entity”),
the transfer (by one or more transfers) of an interest in the distributions of
profits and losses of such Entity (or other mechanism, such as, by way of
example, the creation of additional partnership or limited liability company
interests) which results in a change of control of such Entity will be deemed an
assignment of this Lease, subject to provisions of this Article.

Notwithstanding anything contained in this Lease to the contrary, Tenant
may assign this Lease or sublet all or any portion of the Premises to (i) any
corporation or other Entity directly or indirectly controlling or controlled by
Tenant or under common control with Tenant, or (ii) any successor by merger,
consolidation, corporate reorganization or acquisition of all or substantially
all of the assets of Tenant (any transaction referred to in clauses (i) or (ii)
hereof will be a “Permitted Transfer”) provided that the net worth of any
transferee of a Permitted Transfer will not be less than the greater of (A) the
net worth of Tenant immediately preceding the Permitted Transfer or (B) the net
worth of Tenant as of the date of the execution and delivery of this Lease by
both parties. Any other assignment or subleasing of Tenant’s interest under this
Lease will be subject to Landlord’s approval, which approval will not be
unreasonably withheld, conditioned or delayed.

     .D   Except as specifically set forth above, if
any portion of the Premises or of Tenant’s interest in this Lease is acquired by
any other person or entity, whether by assignment, mortgage, sublease, transfer,
operation of law or act of the Tenant, or if Tenant pledges its interest in this
Lease or in any security deposit required hereunder, Tenant will be in
default.

	.7		
      COMPLIANCE WITH RULES AND
      REGULATIONS:

		      	  
			
      Tenant will observe and comply with the
      rules and regulations set forth in Exhibit B and with such further
      reasonable rules and regulations as Landlord may prescribe from time to
      time.

			  
	.8		
      DAMAGES TO BUILDING:

			
       

		 	
      If the Building is damaged by fire or any
      other cause to such extent that the cost of restoration, as reasonably
      estimated by Landlord, will equal or exceed twenty-five (25%) percent of
      the replacement value of the Building (exclusive of foundations) just
      prior to the occurrence of the damage, then Landlord may, no later than
      the sixtieth (60th) day following the damage, give Tenant a notice
      electing to terminate this Lease. In such event, this Lease will terminate
      on the thirtieth (30th) day after the giving of such notice, and Tenant
      will surrender possession of the Premises on or before such date. If this
      Lease is not terminated pursuant to this Article, Landlord will restore
      the Building and the Premises with reasonable promptness, subject to Force
      Majeure, as defined in Article 30 e) below, and subject to the
      availability and adequacy of the insurance proceeds. Landlord shall not be
      obligated to restore fixtures and improvements owned by
    Tenant.

	 		  
			
      In any case in which use of the Premises is
      affected by any damage to the Building, there will be either an abatement
      or an equitable reduction in Fixed Basic Rent, depending on the period for
      which and the extent to which the Premises are not reasonably usable for
      general office use. The words “restoration” and “restore” as used in this
      Article will include repairs.

			  
	.9		
      EMINENT DOMAIN:

			  
			
      If Tenant’s use of the Premises is
      materially affected due to the taking by eminent domain of (a) the
      Premises or any part thereof; or (b) any other part of the Building; then,
      in either event, this Lease will terminate on the date when title vests
      pursuant to such taking. The Fixed Basic Rent, and any Additional Rent,
      will be apportioned as of such termination date and any Fixed Basic Rent
      or Additional Rent paid for any period beyond said date, will be repaid to
      Tenant. Tenant will not be entitled to any part of the award for such
      taking or any payment in lieu thereof, but Tenant may file a separate
      claim for any taking of fixtures and improvements owned by Tenant which
      have not become the Landlord’s property, and for moving expenses, provided
      the same will, in no way, affect or diminish Landlord’s award. In the
      event of a partial taking which does not effect a termination of this
      Lease but does deprive Tenant of the use of a portion of the Premises,
      there will be either an abatement or an equitable reduction in Fixed Basic
      Rent, depending on the period for which and the extent to which the
      Premises are not reasonably usable for general office
  use.








	.10		
      LANDLORD’S REMEDIES ON
  DEFAULT:

			  
		      	
      If Tenant defaults in the payment of Fixed
      Basic Rent or any Additional Rent or in the performance of any of the
      other covenants and conditions of this Lease or permits the Premises to
      become deserted, abandoned or vacated, Landlord may give Tenant notice of
      such default, and if Tenant does not cure any Fixed Basic Rent or
      Additional Rent default within five (5) days or other default within
      fifteen (15) days after the giving of such notice (or if such other
      default is of such nature that it cannot be completely cured within such
      period, if Tenant does not commence such curing within such fifteen (15)
      days and thereafter proceed with reasonable diligence and in good faith to
      cure such default), then Landlord may terminate this Lease or Tenant’s
      right to possession upon not less than ten (10) days notice to Tenant, and
      on the date specified in such notice Tenant’s right to possession of the
      Premises will cease, but Tenant will remain liable as provided below in
      this Lease. If this Lease or Tenant’s right to possession will have been
      so terminated by Landlord, Landlord may at any time thereafter recover
      possession of the Premises by any lawful means and remove Tenant or other
      occupants and their effects. Landlord may, at Tenant’s expense, relet all
      or any part of the Premises and may make such alterations, decorations or
      other changes to the Premises as Landlord considers appropriate in
      connection with such reletting, without relieving Tenant of any liability
      under this Lease. Tenant shall pay to Landlord, on demand, such expenses
      as Landlord may incur, including, without limitation, court costs and
      reasonable attorney’s fees and disbursements, in enforcing the performance
      of any obligation of Tenant under this Lease.

	 		  
			
      Tenant hereby waives all right of redemption
      to which Tenant or any person under Tenant might be entitled by any Legal
      Requirement. Tenant hereby further waives any and all rights to invoke
      N.J.S.A. 2A:18-60.

		 	  
	.11		
      DEFICIENCY:

			  
			
      In any case where Tenant has defaulted and
      Landlord has recovered possession of the Premises or terminated this Lease
      or Tenant’s right to possession, Tenant’s obligation to pay Landlord all
      the Fixed Basic Rent and Additional Rent up to and including the
      Expiration Date will not be discharged or otherwise affected. Landlord
      will have all rights and remedies available to Landlord at law and in
      equity by reason of Tenant’s default, and may periodically sue to collect
      the accrued obligations of the Tenant together with interest at Prime plus
      four (4%) percent per annum from the date owed to the date paid, but in no
      event greater than the maximum rate of interest permitted by
      law.

			  
			
      Alternatively, in any case where Landlord
      has recovered possession of the Premises by reason of Tenant’s default,
      Landlord may at Landlord’s option, and at any time thereafter, and without
      notice or other action by Landlord, and without prejudice to any other
      rights or remedies it might have hereunder or at law or equity, become
      entitled to recover from Tenant, as damages for such breach, in addition
      to such other sums herein agreed to be paid by Tenant, 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 Date of the
      original Term and the then fair and reasonable rental value of the
      Premises for the same period. Said damages shall become due and payable to
      Landlord immediately upon such breach of this Lease and without regard to
      whether this Lease be terminated or not, and if this Lease be terminated,
      without regard to the manner in which it is terminated. In the computation
      of such damages, the difference between an installment of Fixed Basic Rent
      and Additional Rent thereafter becoming due and the fair and reasonable
      rental value of the Premises for the period for which such installment was
      payable shall be discounted to the date of such default at the rate of not
      more than six percent (6%) per annum.








	.12		SUBORDINATION:
	   
	  		
      This Lease will, at the option of
      any holder of any underlying lease or holder of any first mortgage or
      first trust deed, be subject and subordinate to any such underlying lease
      and to any first mortgage or first trust deed which may now or hereafter
      affect the Real Property, and also to all renewals, modifications,
      consolidations and replacements of such underlying leases and first
      mortgage or first trust deed. Although no instrument or act on the part of
      Tenant will be necessary to effectuate such subordination, Tenant will,
      nevertheless, execute and deliver such further instruments confirming such
      subordination of this Lease as maybe desired by the holders of such first
      mortgage or first trust deed or by any of the lessors under such
      underlying leases. If any underlying lease to which this Lease is subject
      terminates, Tenant will, on timely request, recognize and acknowledge the
      owner of the Real Property as Tenant’s landlord under this
      Lease.

	   
	.13		SECURITY DEPOSIT:
	  
		     
    	
      Tenant will deposit with Landlord
      on the signing of this Lease by Tenant, the Security Deposit for the
      performance of Tenant’s obligations under this Lease, including the
      surrender of possession of the Premises to Landlord in the condition
      required under this Lease. If Landlord applies all or any part of the
      Security Deposit to cure any default of Tenant, Tenant will, on demand,
      deposit with Landlord the amount so applied so that Landlord will have the
      full Security Deposit on hand at all times during the Term. In the event
      of a bona fide sale of the Real Property, subject to this Lease, Landlord
      will transfer the Security Deposit to the purchaser, and Landlord will be
      considered released by Tenant from all liability for the return of the
      Security Deposit; and Tenant agrees to look solely to the new landlord for
      the return of the Security Deposit, and it is agreed that this will apply
      to every transfer or assignment made of the Security Deposit to a new
      landlord. Provided Tenant is not in default, the Security Deposit (less
      any portions of it previously used, applied or retained by Landlord), will
      be returned to Tenant after the expiration or sooner termination of this
      Lease and delivery of the entire Premises to Landlord in accordance with
      the provisions of this Lease. Tenant will not assign, pledge or otherwise
      encumber the Security Deposit, and Landlord will not be bound by any such
      assignment, pledge or encumbrance.

	 
	.14		RIGHT
      TO CURE TENANT’S BREACH:
	 
			
      If Tenant breaches any covenant
      or condition of this Lease, Landlord may, on prior notice to
      Tenant (except that no notice need be given in
      case of emergency), cure such breach at the expense of Tenant,
      and the reasonable amount of all expenses,
      including attorney’s fees, incurred by Landlord in so doing will
      be deemed payable on demand as Additional
      Rent.

	 
	.15		LIENS:
	 
	  		
      Tenant will not permit any lien
      or other encumbrance to be filed as a result of any act or omission (or
      alleged act or omission) of Tenant. Tenant will, within ten (10) days
      after notice from Landlord, discharge or satisfy by bonding or otherwise
      any liens filed against Landlord or all or any portion of the Real
      Property as a result of any such act or omission, including any lien or
      encumbrance arising from contract or tort claims.

	 
	.16		RIGHT
      TO INSPECT AND REPAIR:
	 
			
      Landlord or its designees may
      enter the Premises (but will not be obligated to do so) at any reasonable
      time on reasonable notice to Tenant (except that no notice need be given
      in case of emergency) for the purpose of: (i) inspection; (ii) performance
      of any work or the making of such repairs, replacements or additions in,
      to, on and about the Premises or the Building, as Landlord deems necessary
      or desirable; or (iii) showing the Premises to prospective purchasers,
      mortgages and tenants. Tenant will provide Landlord or its designees free
      and unfettered access to any mechanical or utility rooms, conduits, risers
      or the like located within the Premises. Landlord or any prospective
      tenant shall have the right to enter the space to perform inspections,
      surveys, measurements or such other reasonable activities as may be
      necessary to prepare the Premises for occupancy by the succeeding tenant.
      Tenant will have no claims, including claims for interruption of Tenant’s
      business, or cause of action against Landlord by reason of entry for such
      purposes.








	.17	      	SERVICES TO BE
      PROVIDED BY LANDLORD:
			 
			
           .A   Landlord
      will furnish to the Premises (i) electricity for normal lighting and
      ordinary office machines, (ii) during Building Hours, HVAC required for
      the reasonable use and occupancy of the Premises, and (iii) janitorial
      service (as set forth in Exhibit D), all in a manner comparable to that of
      similar buildings in the area. In addition, Landlord shall provide Common
      Facilities lighting at the Real Property during Building Hours and for
      such additional hours as, in Landlord’s judgment, is necessary or
      desirable to insure proper operation of the Real
Property.

			  
			
          
      .B   Tenant will be entitled to make use of HVAC beyond
      the Building Hours, at Tenant’s sole cost and expense, provided Tenant has
      notified Landlord by 3:00 p.m. on the day that Tenant will 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. Tenant will pay
      Landlord the HVAC After Hours Charge (as defined in the Basic Lease
      Provisions) for HVAC beyond the Building Hours.

			  
	.18		TENANT’S
      ESTOPPEL:
			 
			
      Tenant will, from time to time, on not less
      than ten (10) days prior written request by Landlord, execute, acknowledge and deliver to Landlord an
      estoppel certificate containing such information as Landlord
      may reasonably request with
      respect to this Lease.

			 
	.19		HOLDOVER
    TENANCY:
			 
			
      Tenant agrees that it must surrender
      possession of the Premises to Landlord on the Expiration Date or earlier
      termination of the Term. Tenant agrees to indemnify and hold Landlord
      harmless from and against all liabilities, obligations, damages,
      penalties, claims, costs, charges and expenses, including attorneys’ fees,
      resulting from any delay by Tenant in so surrendering the Premises,
      including any claims made by any succeeding tenant based on such delay.
      Tenant agrees that if possession of the Premises is not surrendered to
      Landlord on the Expiration Date or earlier termination of the Term, then
      Tenant agrees to pay Landlord as liquidated damages for each month and for
      any portion of a month during which Tenant holds over in the Premises
      after the Expiration Date or earlier termination of the Term, a sum equal
      to 200% of the average Fixed Basic Rent and Additional Rent which was
      payable per month under this Lease during the last three months of the
      Term. Such liquidated damages shall not limit Tenant’s indemnification
      obligation with respect to claims made by any succeeding tenant based on
      Tenant’s failure or refusal to surrender the Premises to Landlord on the
      Expiration Date or sooner termination of the Term. Nothing contained
      herein shall be deemed to authorize Tenant to remain in occupancy of the
      Premises after the Expiration Date or sooner termination of the Term.

			 
	.20		LANDLORD’S WORK;
      COMMENCEMENT:
			  
			
          
      .A   Landlord agrees that, prior to the Commencement
      Date, Landlord will perform work in the Premises in accordance with
      Exhibit C of this Lease (the “Work”).

			 
			
          
      .B   A satisfactory inspection of the Work by the
      applicable governmental authority allowing the Premises to be legally
      occupied, which maybe later evidenced by a (temporary or final)
      Certificate of Occupancy (although the date of issuance may be other than
      the Commencement Date), will constitute sufficient evidence to demonstrate
      that Landlord has performed the Work and the Term has
    commenced.

			 
			
          
      .C   Notwithstanding anything contained in this Lease to
      the contrary, if Tenant (or anyone having rights under or through Tenant)
      shall occupy all or any part of the Premises prior to the date Landlord
      has completed the Work, then the Commencement Date shall be deemed to
      occur on such date that Tenant (or anyone claiming under or through
      Tenant) shall occupy all or any part of the Premises.








	  	      	
          
      .D   Notwithstanding anything contained in this Lease to
      the contrary, if Landlord, for any reason whatsoever cannot deliver
      possession of the Premises to Tenant on the Commencement Date set forth in
      the Basic Lease Provisions, this Lease will not be void or voidable, nor
      will Landlord be liable to Tenant for any loss or damage resulting
      therefrom, but in that event, the Term will commence on the earlier of:
      (i) the date Landlord delivers possession of the Premises to Tenant or
      (ii) the date Landlord would have delivered possession of the Premises to
      Tenant but for any reason attributable to Tenant.

	   
	.21		OVERDUE RENT
      CHARGE/INTEREST:
			 
			
          
      .A   Tenant will pay an “Overdue Rent Charge” of eight
      percent (8%) of any installment of Fixed Basic Rent or Additional Rent
      which Tenant fails to pay within five (5) days after the due date thereof,
      to cover the extra expense involved in handling non-payments and/or
      delinquent payments. The Overdue Rent Charge will constitute Additional
      Rent and an agreed upon amount of liquidated damages and not a
      penalty.

			 
			
          
      .B   Any amount owed by Tenant to Landlord which is not
      paid when due will bear interest at the lesser of (i) the rate of two
      percent (2%) per month from the due date of such amount, or (ii) maximum
      legal interest rate permitted by law. The payment of interest on such
      amounts will not extend the due date of any amount owed.

			 
	.22		INSURANCE:
			 
			
          
      .A   Tenant’s
      Insurance. On or before the Commencement Date
      or Tenant’s prior entry into the Premises,
      Tenant will obtain and have in full force and effect, insurance coverage
      as follows:

			 
			
      workers’ compensation in an amount required
      by law; (ii) commercial general liability with a per occurrence limit of
      Two Million Dollars ($2,000,000) and a general aggregate of Three Million
      Dollars ($3,000,000) for bodily injury and property damage on an
      occurrence basis and containing an endorsement naming Landlord, its
      agents, designees and lender as additional insureds, an aggregate limit
      per location endorsement, and no modification that would make Tenant’s
      policy excess or contributing with Landlord’s liability insurance; (iii)
      all risk property insurance for the full replacement value of all of
      Tenant’s furniture, fixtures, equipment, alterations, improvements or
      additions that do not become Landlord’s property upon installation; and
      (iv) any other form or forms of insurance or any increase in the limits of
      any of the coverages described above or other forms of insurance as
      Landlord or the mortgagees or ground lessors (if any) of Landlord may
      reasonably require from time to time if in the reasonable opinion of
      Landlord or said mortgagees or ground lessors said coverage and/or limits
      become inadequate or less than that commonly maintained by prudent tenants
      with similar uses in similar buildings in the area. All policies obtained
      by Tenant will be issued by carriers having ratings in Best’s Insurance
      Guide (“Best”) of A and VIII, or better (or equivalent rating by a
      comparable rating agency if Best no longer exists) and licensed in the
      State. All such policies must be endorsed to be primary and
      noncontributing with the policies of Landlord being excess, secondary and
      noncontributing. No policy will be canceled, nonrenewed or materially
      modified without thirty (30) days’ prior written notice by the insurance
      carrier to Landlord. If the forms of policies, endorsements, certificates,
      or evidence of insurance required by this Article are superseded or
      discontinued, Landlord may require other equivalent or better forms.
      Evidence of the insurance coverage required to be maintained by Tenant,
      represented by certificates of insurance issued by the insurance carrier,
      must be furnished to Landlord prior to Tenant occupying the Premises and
      at least thirty (30) days prior to the expiration of current policies.
      Copies of all endorsements required by this Article must accompany the
      certificates delivered to Landlord. The certificates will state the
      amounts of all deductibles and self-insured retentions and that Landlord
      will be notified in writing thirty (30) days prior to cancellation,
      material change, or non-renewal of insurance. If requested in writing by
      Landlord, Tenant will provide to Landlord a certified copy of any or all
      insurance policies or endorsements required by this
  Article.









			
          
      .B   Tenant will not do or allow anything to be done on
      the Premises which will increase the rate of fire insurance on the
      Building from that of a general office building. If any use of the
      Premises by Tenant results in an increase in the fire insurance rate(s)
      for the Building, Tenant will pay Landlord, as Additional Rent, any
      resulting increase in premiums. Tenant’s insurance obligations set forth
      in Section 22 a)(i) and (ii) above shall continue in effect throughout the
      Term and after the Term as long as Tenant, or anyone claiming by, through
      or under Tenant, occupies all or any part of the
Premises.

			 
		      	
           .C  
      Waiver of Claims. Landlord and Tenant hereby waive all claims and
      release each other and each other’s employees, agents, customers and
      invitees from any and all liability for any loss, damage or injury to
      property occurring in, on, about or to the Premises or the Building by
      reason of fire or other casualty, regardless of cause, including the
      negligence of Landlord or Tenant and their respective employees, agents,
      customers and invitees, and agree that the property insurance carried by
      either of them will contain a clause whereby the insurer waives its right
      of subrogation against the other party. Each party to this Lease will give
      to its insurance company notice of the provisions of this Section 22 c)
      and have such insurance policies properly endorsed, if necessary, to
      prevent the invalidation of such insurance by reason of the provisions of
      this Section c). Each party shall bear the risk of its own deductibles.
      Landlord and Tenant acknowledge that the insurance requirements of this
      Lease reflect their mutual recognition and agreement that each party will
      look to its own insurance and that each can best insure against loss to
      its property and business no matter what the cause. If Tenant fails to
      maintain insurance or self insures for loss including, without limitation,
      business interruption, Tenant shall be deemed to have released Landlord
      for all loss or damage which would have been covered if Tenant had so
      insured.

			 
			
          
      .D   Building Insurance. Landlord will at all
      times during the Term carry a policy of insurance which insures the
      Building, including the Premises and the Work, if any, against loss or
      damage by fire or other casualty (namely, the perils against which
      insurance is afforded by a standard fire insurance policy); provided,
      however, that Landlord will not be responsible for, and will not be
      obligated to insure against, any loss of or damage to any personal
      property or trade fixtures of Tenant or any alterations which Tenant may
      make to the Premises or any loss suffered by Tenant due to business
      interruption. All insurance maintained by Landlord pursuant to this
      Article may be affected by blanket insurance policies.

			 
	.23		INDEMNITY:
	  
	  		
      Tenant will defend, indemnify and hold
      Landlord and its agents harmless from and against any and all claims,
      actions or proceedings, costs, expenses and liabilities, including
      attorneys fees and disbursements incurred in connection with each such
      claim, action or proceeding, whether in contract or tort, arising from
      Tenant’s use and occupancy of the Premises, including Tenant’s negligent
      acts or omissions at the Real Property. In case any action or proceeding
      be brought against Landlord by reason of any such claim, Tenant, upon
      notice from Landlord, will, at Tenant’s expense, resist and defend such
      action or proceeding with counsel reasonably acceptable to
      Landlord.

	   
	.24		BROKER:
	   
	  		
      Tenant represents and warrants to the
      Landlord that no broker brought about this transaction, except Tenant’s
      Broker and Tenant agrees to indemnify and hold Landlord harmless from any
      and all claims of any broker(s) (other than Tenant’s Broker) arising out
      of or in connection with the negotiations of or entering into of this
      Lease by Tenant and Landlord.








	.25	      	PERSONAL LIABILITY:
			 
			
      There will be no personal liability on the
      part of Landlord, its constituent members (including officers, directors,
      partners, members and trustees) and their respective successors and
      assigns or any mortgagee in possession, with respect to any of the terms,
      covenants and conditions of this Lease, and Tenant will look solely to the
      equity of Landlord in the Building for the satisfaction of each and every
      remedy of Tenant in the event of any breach by Landlord of any of the
      terms of this Lease to be performed by Landlord, such exculpation of
      liability to be absolute and without any exceptions
    whatsoever.

			 
	.26		NOTICES:
			 
			
      Any notice by either party to the other
      shall be in writing and shall be deemed to have been duly given only if
      (i) delivered personally or (ii) sent by registered mail or certified mail
      return receipt requested in a postage paid envelope or (iii) sent by
      nationally recognized overnight delivery service, if to Tenant, at the
      Building; if to Landlord, at Landlord’s address as set forth above to the
      attention of President and Chief Executive Officer, with a copy to the
      attention of the Executive Vice President and General Counsel; or, to
      either at such other address as Tenant or Landlord, respectively, may
      designate in writing. Notice shall be deemed to have been duly given, if
      delivered personally, on delivery thereof, if mailed, upon the seventh
      (7th) day after the mailing thereof or if sent
      by overnight delivery service, the next business
  day.

			 
	.27		AUTHORITY:
			 
			
      The signatories on behalf of Tenant
      represent and warrant that they are authorized to execute this Lease, and
      if Tenant is a corporation or other Entity, Tenant will, within fifteen
      (15) days of Landlord’s request, provide Landlord with a resolution
      confirming the authorization. Tenant represents and warrants to Landlord
      (i) that neither Tenant nor any person or entity that directly owns a ten
      percent (10%) or greater equity interest in Tenant nor any of its
      officers, directors or managing members (collectively, “Tenant and Others
      in Interest”) is a person or entity with whom U.S. persons or entities are
      restricted from doing business under regulations of the Office of Foreign
      Asset Control (“OFAC”) of the Department of the Treasury (including those
      named on OFAC’s Specially Designated and Blocked Persons List) or under
      any statute, executive order (including Executive Order 13224 signed on
      September 24, 2001 (the “Executive Order”) and entitled `Blocking Property
      and Prohibiting Transactions with Persons Who Commit, Threaten to Commit,
      or Support Terrorism”), or other governmental action, (ii) that Tenant and
      Others in Interest’s activities do not violate the International Money
      Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the
      regulations or orders promulgated thereunder (as amended from time to
      time, the “Money Laundering Act”), and (iii) that throughout the Term
      Tenant will comply with the Executive Order and the Money Laundering
      Act.

			 
	.28		PARKING
  SPACES
			 
			
      Tenant’s occupancy of the Premises will
      include the use of the parking spaces set forth in the Basic Lease
      Provisions. Tenant will, upon request, promptly furnish to Landlord the
      license numbers of the cars operated by Tenant and its subtenants,
      invitees, concessionaires, licensees and their respective officers, agents
      and employees. If any vehicle of Tenant, or of any subtenant, invitee,
      licensee, concessionaire, or their respective officers, agents or
      employees, is parked in any part of the Real Property other than those
      portions of the parking area(s) designated for this purpose by Landlord,
      or if Tenant shall exceed the number of parking spaces allocated to Tenant
      in the Basic Lease Provisions, then, in addition to Landlord’s rights and
      remedies provided in this Lease, Tenant will pay to Landlord $100.00 per
      day.

			  
	.29		RELOCATION:
			 
			
      Landlord, at its expense, shall have the
      one-time right at any time before or during the Term, to relocate Tenant
      from the Premises to space of reasonably comparable size, utility and
      improvements (“Relocation Space”) within the Building or business park of
      which the Building is a part upon sixty (60) days prior notice to Tenant,
      provided that Landlord shall have no right to relocate Tenant to the first
      (1st) floor of the Building or on the first (1st) floor of any other
      building within the business park. From and after the date of the
      relocation, the Fixed Basic Rent and Tenant’s Percentage will be adjusted
      based upon the gross rentable area of the Relocation Space; but in no
      event will the Fixed Basic Rent or Tenant’s Percentage increase as a
      result of such relocation. Landlord will pay Tenant the actual, reasonable
      out of pocket moving costs incurred by Tenant in connection with such
      relocation. Landlord will have no liability for any interference with
      Tenant’s business resulting from such
relocation.








	.30	      	MISCELLANEOUS:
			 
			
          
      .A   If any
      of the provisions of this Lease, or the application of such provisions,
      will be invalid or unenforceable, the remainder of this Lease will not be
      affected, and this Lease will be valid and enforceable to the fullest
      extent permitted by law.

			 
			
          
      .B  
      The submission of this Lease for examination does
      not constitute a reservation of, or option for, the Premises, and this
      Lease is submitted to Tenant for signature with the understanding that it
      will not bind Landlord unless and until it has been executed by Landlord
      and delivered to Tenant or Tenant’s attorney or agent and until the holder
      of any mortgage will have approved this Lease if such approval is required
      under the terms of such mortgage.

			 
			
          
      .C   No representations or promises will be binding on
      the parties to this Lease except those representations and promises
      expressly contained in the Lease.

			 
			
           .D   The article headings
      in this Lease are intended for convenience only and will not be taken into
      consideration in any construction or interpretation of this Lease or any
      of its provisions.

			 
			
          
      .E   Force
      Majeure means and includes those situations beyond either party’s
      reasonable control, including acts of God; strikes; inclement weather; or,
      where applicable, the passage of time while waiting for an adjustment of
      insurance proceeds. Any time limits required to be met by either party
      hereunder, whether specifically made subject to Force Majeure or not,
      except those related to the surrender of the Premises by the end of the
      Term or payment of Fixed Basic Rent or Additional Rent, will, unless
      specifically stated to the contrary elsewhere in this Lease, be
      automatically extended by the number of days by which any required
      performance is delayed due to Force Majeure.

			 
			
           .F   No payment by Tenant or receipt by Landlord of a lesser
      amount than the Fixed Basic Rent and Additional Rent payable hereunder
      will be deemed to be other than a payment on account of the earliest
      stipulated Fixed Basic Rent and Additional Rent, nor will any endorsement
      or statement on any check or any letter accompanying any check or payment
      of Fixed Basic Rent or Additional Rent be deemed an accord and
      satisfaction, and Landlord may accept such check or payment without
      prejudice to Landlord’s right to recover the balance of such Fixed Basic
      Rent and Additional Rent or to pursue any other remedy provided herein or
      by law. All obligations of Tenant under this Lease shall survive the
      expiration or earlier termination of this Lease.

			 
			
           .G   No failure by either party to insist upon the strict
      performance of any covenant, agreement, term or condition of this Lease,
      or to exercise any right or remedy upon a breach of any such covenant,
      agreement, term or condition, and no acceptance by Landlord of full or
      partial rent during the continuance of any such breach by Tenant, will
      constitute a waiver of any such breach or of such covenant, agreement,
      term or condition. No consent or waiver, express or implied, by either
      party to or of any breach of any covenant, condition or duty of the other
      party will be construed as a consent or waiver to or of any other breach
      of the same or any other covenant, condition or duty, unless such consent
      or waiver is in writing and signed by the party granting such consent or
      waiver.








		
           .H  
      Landlord covenants that if, and so long as, Tenant pays Fixed Basic Rent
      and any Additional Rent as required under this Lease, and performs
      Tenant’s other covenants under the Lease, Landlord will do nothing to
      affect Tenant’s right to peaceably and quietly have, hold and enjoy the
      Premises for the Term, subject to the provisions of this
    Lease.

		  
		
           .I   The provisions of this Lease will
      apply to, bind and inure to the benefit of Landlord and its respective
      heirs, successors, legal representatives and assigns. The term “Landlord”
      as used in this Lease means only the owner or a master lessee of the
      Building, so that in the event of any sale of the Building or of any
      master lease thereof, the Landlord named herein will be and hereby is
      entirely freed and relieved of all covenants and obligations of Landlord
      under this Lease accruing after such sale, and it will be deemed without
      further agreement that the purchaser or the new master lessee of the
      Building has assumed and agreed to carry out any and all covenants and
      obligations of Landlord accruing under this Lease after such
      sale.

		  
		
          
      .J   Landlord reserves the right unilaterally to alter
      Tenant’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, or at any time close temporarily any
      Common Facilities to make repairs or changes therein or to effect
      construction, repairs or changes within the Building, or to discourage
      non-tenant parking, and may do such other acts in and to the Common
      Facilities as in Landlord’s sole judgment may be desirable to improve
      their convenience.

		   
		
          
      .K   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. This Lease will be governed by
      the laws of the State (without the application of any conflict of laws
      principles), and any action or proceeding in connection with this Lease
      shall be decided in the courts of the State.

		  
		
          
      .L   Tenant agrees not to disclose the terms, covenants,
      conditions or other facts with respect to this Lease, including the Fixed
      Basic Rent and Additional Rent, to any person, corporation, partnership,
      association, newspaper, periodical or other entity, except to Tenant’s
      accountants or attorneys (who shall also be required to keep the terms of
      this Lease confidential) or as required by law. This non-disclosure and
      confidentiality agreement will be binding upon Tenant without limitation
      as to time, and a breach of this paragraph will constitute a material
      breach under this Lease.

		  
		
           .M   Any State statutory provisions
      dealing with termination rights due to casualty, condemnation, delivery of
      possession or any other matter dealt with by this Lease are superseded by
      the terms of this Lease.

		  
		
           .N   Whenever it is provided that
      Landlord will not unreasonably withhold, condition or delay consent or
      approval or will exercise its judgment reasonably (such consent or
      approval and such exercise of judgment being collectively referred to as
      “consent”), if Landlord delays, conditions or refuses such consent, Tenant
      waives any claim for money damages (including any claim for money damages
      by way of setoff, counterclaim or defense) based upon any claim or
      assertion that Landlord unreasonably withheld, conditioned or delayed
      consent. Tenant’s sole remedy will be specific performance. Failure on the
      part of Tenant to seek relief within 30 days after the date upon which
      Landlord has withheld, conditioned or delayed its consent will be deemed a
      waiver of any right to dispute the reasonableness of such withholding,
      conditioning or delaying of consent.

		   
		
          
      .O   Notwithstanding
      anything to the contrary contained in this Lease, in no event will
      Landlord or Tenant be liable to the other for the
      payment of consequential, punitive or speculative damages, except as
      provided in Article 19 hereof.








	.31	      	TERMINATION OPTION:
			  
			
      Notwithstanding anything to the contrary
      contained herein, Tenant shall have a one-time option to surrender the Premises (“Termination Option”) in accordance with
      the following terms and conditions:

			 
			
          
      .A   If
      Tenant desires to exercise the Termination Option, Tenant shall give
      Landlord irrevocable written notice (“Termination Notice”) of Tenant’s
      exercise of this Termination Option, which shall be delivered by certified
      mail which Termination Notice must be received by Landlord no later than
      the date that is twelve (12) full months prior to the Termination Date.
      TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the
      Termination Notice and all other deadlines in this
      Article.

			 
			
          
      .B   If
      Tenant gives the Termination Notice and complies with all the provisions
      in this Article, the Lease as it applies to the
      Premises only shall terminate at 11:59 p.m. on the last day of the month
      during which the day prior to the three (3) year and four (4) months
      anniversary of the Commencement Date occurs (the “Termination
      Date”).

			 
			
           .C   In consideration for
      Tenant’s termination of this Lease, Tenant shall pay Landlord $322,115.00
      (“Termination Fee”) simultaneously with the Termination Notice sent by
      Tenant to Landlord.

			 
			     .D   Tenant’s obligations
      to pay Fixed Basic Rent, Additional Rent, and any other costs or charges
      under this Lease, and to perform all other Lease obligations for the
      period up to and including the Termination Date, shall survive the
      termination of this Lease.
			 
			
          
      .E   Notwithstanding the foregoing, if at any time during the period
      on or after the date on which Tenant shall
      exercise its Termination Option, up to and including the Termination Date,
      Tenant shall be in default of this Lease, then Landlord may elect, but is
      not obligated, to cancel and declare null and void Tenant’s exercise of
      the Termination Option and this Lease shall continue in full force and
      effect for the full Term hereof unaffected by Tenant’s exercise of the
      Termination Option. If Landlord does not cancel Tenant’s exercise of the
      Termination Option after Tenant’s default, Tenant shall cure any default
      within the period of time specified in this Lease and this obligation
      shall survive the Termination Date.

			 
			
          
      .F   In the
      event Tenant exercises the Termination Option, Tenant covenants and agrees
      to surrender full and complete possession of the Premises to Landlord on
      or before the Termination Date vacant, broom-clean, in good order and
      condition, and, in accordance with the provisions of this Lease, and
      thereafter the Premises shall be free and clear of all leases, tenancies,
      and rights of occupancy of any entity claiming by or through
      Tenant.

			 
			
          
      .G   If
      Tenant shall fail to deliver possession of the Premises on or before the
      Termination Date in accordance with the terms hereof, Tenant shall be
      deemed to be a holdover Tenant from and after the Termination Date, and in
      such event all covenants and terms of Article 19 shall apply and shall
      also be liable to Landlord for all costs and expenses incurred by Landlord
      in securing possession of the Premises. Landlord may accept any such sums
      from Tenant without prejudice to Landlord’s right to evict Tenant from the
      Premises by any lawful means.

			 
			
           .H   If Tenant properly and
      timely exercises the Termination Option and properly and timely satisfies
      all other monetary and non-monetary obligations under this Lease, the
      Lease as it applies to the Premises shall cease and expire on the
      Termination Date with the same force and effect as if said Termination
      Date were the date originally provided in this Lease as the Expiration
      Date of the Term hereof.

			 
			
          
      .I   If
      this Lease has been assigned or all or a portion of the Premises has been
      sublet, this Termination Option shall be deemed
      null and void and neither Tenant nor any assignee or subTenant shall have
      the right to exercise such option during the term of such assignment or
      sublease.







     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 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. 

     THE PARTIES to this Lease have
executed and delivered this Lease as of the date set forth above.

     LANDLORD:

     5 INDEPENDENCE SPE LLC 

	     	By: 
    	     	Gale
      SLG NJ Mezz LLC, sole member  
				 
		By: 
    		Gale
      SLG NJ Operating Partnership, sole member  
				 
		By: 
    	 	Gale
      SLG NJ GP LLC, general partner  
				 
		By: 
    		Mack-Green-Gale LLC, sole member  
				 
		By: 
    		Mack-Cali Ventures L.L.C., managing member  
				 
		By: 
    		Mack-Cali Realty, L.P., sole member  
				 
		By: 
    		Mack-Cali Realty Corporation, its general partner 
  
		 	 	 	
		By: 
    		 	 
		  		Michael A. Grossman  
		  		Executive Vice President  



	TENANT:  
	  
	INTELLIGROUP,
      INC.  
	  
	By:_____________________  
	     Name:  
	     Title:  






EXHIBIT G 

TAX AND OPERATING COST RIDER 

Tenant will pay in addition to the
Fixed Basic Rent provided in this Lease, Additional Rent to cover Tenant’s
Percentage of the increased cost to Landlord, for each of the categories
enumerated in this Exhibit, over the “Base Period Costs” for these categories.


	a.	     	
      Operating Cost Escalation -- If
      the Operating Costs incurred for the Real Property for any Lease Year or
      Partial Lease Year during the Term will be greater than the Base Operating
      Costs (reduced proportionately to correspond to the duration of periods
      less than a Lease Year), then Tenant will pay to Landlord, as Additional
      Rent, Tenant’s Percentage of all such excess Operating Costs. Operating
      Costs will include, by way of illustration and not of limitation: personal
      property taxes; management fees; labor, including all wages and salaries;
      social security and other taxes which may be levied against Landlord upon
      such wages and salaries; supplies; repairs and maintenance; maintenance
      and service contracts; painting; wall and window washing; 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 referred to as the “Operating Costs” in
      this Lease); but not including depreciation of Building or equipment;
      interest; income or excess profits taxes; costs of maintaining the
      Landlord’s corporate existence; franchise taxes; any expenditures required
      to be capitalized for federal income tax purposes, unless said
      expenditures are for the purpose of reducing Operating Costs at the Real
      Property, or those which under generally applied real estate practice are
      expensed or regarded as deferred expenses or are required under any Legal
      Requirement, in which event the costs thereof shall be included.
      Notwithstanding anything contained herein to the contrary, any additional
      costs incurred by Landlord during the Calendar Year by reason of Landlord
      or any of its vendors entering into new labor contracts or renewals or
      modifications of existing labor contracts will not be included in Base
      Operating Costs. In addition, Tenant will pay Landlord Tenant’s Percentage
      of all costs and expenses incurred by Landlord in connection with
      complying with any “homeland security” requirements and such costs and
      expenses will not be included in Operating Costs.

	  
	b.		
      Fuel, Utilities and Electric Cost
      Escalation – If utility and energy costs, including any fuel surcharges or
      adjustments with respect thereto, incurred for water, sewer, gas,
      electric, other utilities and heating, ventilating and air conditioning
      for the Building, including all leased and leasable areas (not separately
      billed or metered within the Building), and Common Facilities electric,
      lighting, water, sewer and other utilities for the Building and other
      portions of the Real Property (collectively referred to in this Lease as
      “Utility and Energy Costs”), for any Lease Year or Partial Lease Year
      during the Term will be greater than the Base Utility and Energy Costs
      (reduced proportionately to correspond to the duration of periods less
      than a Lease Year), then Tenant will pay to Landlord as Additional Rent,
      Tenant’s Percentage of all such excess Utility and Energy
    Costs.

	  
	c.		
      Tax Escalation -- If the Real
      Estate Taxes for the Real Property for any Lease Year or Partial Lease
      Year during the Lease Term will be greater than the Base Real Estate Taxes
      (reduced proportionately to correspond to the duration of periods less
      than a Lease Year), then Tenant will pay to Landlord as Additional Rent,
      Tenant’s Percentage of all such excess Real Estate Taxes.

	  
	 		
      As used in this Lease, “Real
      Estate Taxes” mean the property taxes and assessments imposed upon the
      Building and other portions of the Real Property, or upon the rent payable
      to the Landlord, 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 Real Property by any taxing
      authority, whether general or specific, ordinary or extraordinary,
      foreseen or unforeseen. If due to a future change in the method of
      taxation, any franchise, income or profit tax will be levied against
      Landlord in substitution for, or in lieu of, or in addition to, any tax
      which would otherwise constitute a Real Estate Tax, such franchise, income
      or profit tax will be deemed to be a Real Estate Tax for purposes of this
      Lease.

			 
			Landlord, will have
      the exclusive right, but not the obligation, to contest or appeal any Real
      Estate Tax assessment levied on all or any part of the Real
      Property.








	d.	     	
      Insurance Cost Escalation – If
      the Insurance Costs for the Real Property for any Lease Year or Partial
      Lease Year during the Term will be greater than the Base Insurance Costs
      (reduced proportionately to correspond to the duration of periods less
      than a Lease Year), Tenant will pay to Landlord as Additional Rent for
      each Lease Year or Partial Lease Year, Tenant’s Percentage of such excess
      Insurance Costs.

	  
	 		
      As used in this Lease, “Insurance
      Costs” mean all fire and other insurance costs, together with any
      deductibles, incurred by Landlord in connection with its operation and
      maintenance of the Real Property for any Lease Year or Partial Lease Year
      during the Term.

	  
	e.		
      Lease Year -- As used in this
      Lease, Lease Year will mean a calendar year. Any portion of the Term which
      is less than a Lease Year, 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, will be deemed a “Partial Lease Year”. Any
      reference in this Lease to a Lease Year will, 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 -- Prior to each Lease
      Year, Landlord will give Tenant an estimate of amounts payable under this
      Rider for such Lease Year or Partial Lease Year. By the first day of each
      month during such Lease Year or Partial Lease Year, Tenant will pay
      Landlord one-twelfth (1/12th) of the estimated amount. If, however, the
      estimate is not given before such Lease Year or Partial Lease Year begins,
      Tenant will continue to pay by the first day of each month on the basis of
      last year’s estimate, if any, until the month after the new estimate is
      given. As soon as practicable after each Lease Year or Partial Lease Year
      ends, Landlord will give Tenant a statement (the “Statement”) showing the
      actual amounts payable by Tenant under this Rider for such Lease Year. If
      the Statement shows that the actual amount Tenant owes for such Lease Year
      or Partial Lease Year is less than the estimated amount paid by Tenant
      during such Lease Year or Partial Lease Year, Landlord, at its option,
      will either return the difference or credit the difference against the
      next succeeding payment(s) of Additional Rent. If the Statement shows that
      the actual amount Tenant owes is more than the estimated Additional Rent
      paid by Tenant during such Lease Year or Partial Lease Year, Tenant will
      pay the difference within thirty (30) days after the Statement is
      delivered to Tenant.

	  
	g.		
      Books and Reports -- Landlord
      will maintain books of account which, provided that Tenant has not
      breached this Lease, will be open to Tenant and its representatives at all
      reasonable times so that Tenant can determine that such Operating, Utility
      and Energy, Insurance and Real Estate Tax Costs have, in fact, been paid
      or incurred. Tenant’s representatives will mean only (i) Tenant’s
      employees or (ii) a Certified Public Accounting firm, and neither Tenant’s
      employees nor any Certified Public Accounting firm will be permitted to
      perform such inspection and/or audit on a contingency basis or for any
      other tenant in the Building. At Landlord’s request, Tenant and/or
      Tenant’s Certified Public Accounting firm will execute a confidentiality
      agreement reasonably acceptable to Landlord prior to any examination of
      Landlord’s books and records. In the event Tenant disputes any one or more
      of such charges, Tenant will attempt to resolve such dispute with
      Landlord, provided that if such dispute is not satisfactorily settled
      between Landlord and Tenant within thirty (30) days, then upon request of
      either party, the dispute will be referred to an independent certified
      public accountant to be mutually agreed upon to arbitrate the dispute, and
      if such an accountant cannot be agreed upon, the American Arbitration
      Association may be asked by either party to select an arbitrator, whose
      decision on the dispute will be final and binding upon both parties, who
      will jointly share any cost of such arbitration. Pending resolution of the
      dispute, the Tenant will pay to Landlord the sum so billed by Landlord,
      subject to its ultimate resolution as set forth above. The arbitration
      mechanism set forth above shall be the sole process available to resolve
      such disputes.

	  
	h.		
      Right of Review — Once Landlord
      will have finally determined the Operating, Utility and Energy, Insurance
      or Real Estate Tax Costs at the expiration of a Lease Year, then as to the
      item so established, Tenant will only be entitled to dispute such charge
      for a period of six (6) months after such charge is billed to Tenant, and
      Tenant specifically waives any right to dispute any such charge any time
      after the expiration of said six (6) month
period.








	i.	     	
      Occupancy Adjustment -- If the
      Building is less than eighty-five percent (85%) occupied during the
      Calendar Year or during any Lease Year or Partial Lease Year subsequent to
      the Calendar Year, then the Operating Costs and Utility and Energy Costs
      will be adjusted during the Calendar Year and the Operating Costs and
      Utility and Energy Costs will be adjusted during any such Lease Year or
      Partial Lease Year so as to reflect eighty-five percent (85%) occupancy.
      The aforesaid adjustment will only be made with respect to those items
      that are in fact affected by variations in occupancy levels.
  

	 
	j.		
      The parties agree that Tenant’s
      Percentage, as defined in the Preamble, reflects and will be continually
      adjusted to reflect the ratio of the gross square feet of the area rented
      to Tenant (including an allocable share of all Common Facilities) [the
      numerator] as compared with the total number of gross square feet of the
      entire Building (or additional buildings that may be constructed within
      the Real Property) [the denominator] measured outside wall to outside
      wall, but excluding therefrom any storage areas. Landlord shall have the
      right to make changes or revisions in the Common Facilities of the
      Building so as to provide additional leasing area. Landlord shall also
      have the right to construct additional buildings in the Real Property for
      such purposes as Landlord may deem appropriate, and subdivide the lands
      for that purpose if necessary, and upon so doing, the Real Property shall
      become the subdivided lot on which the Building in which the Premises is
      located. However, if any service provided for in subparagraph a. or any
      utility provided for in subparagraph b. is separately billed or separately
      metered within the Building, then the square footage so billed or metered
      shall be subtracted from the denominator and the Tenant’s proportionate
      share for such service and/or utility shall be separately computed, and
      the Base Period Costs for such item shall not include any charges
      attributable to said square footage. Tenant understands that as a result
      of changes in the layout of the Common Facilities from time to time
      occurring due to, by way of example and not by way of limitation, the
      rearrangement of corridors, the aggregate of all Building tenant
      proportionate shares may be equal to, less than or greater than one
      hundred percent (100%). 



— END — 




EXHIBIT H 

ELECTRICITY RIDER 

Landlord shall cause electricity to be
supplied to the Premises (“Building Standard Office Electrical Service”). Tenant
shall obtain and pay for Tenant’s separate supply of electric current by direct
application to, and arrangement with, the utility companies servicing the
Building. Landlord or the applicable utility company shall provide such meters
used to measure such electricity service. Tenant shall pay all charges with
respect to consumption of electricity applicable to the Premises directly to the
utility company servicing the Building. Any and all rebates, grants and
subsidies for utilities issued by the utility companies servicing the Building
or other public or quasi-public institutions shall remain the property of
Landlord. Tenant shall promptly pay Landlord any rebates, grants and subsidies
Tenant receives in connection with utility services received by Tenant in the
Building. If, pursuant to a legal requirement or the policies or operating
practices of the utility company servicing the Building, Tenant is no longer
permitted to obtain electrical energy directly from the utility company,
Landlord will furnish electrical energy to the Premises either, at Landlord’s
option, on a “check-metering” basis or a rent inclusion basis. Landlord shall
give Tenant notice at least thirty (30) days prior to the date on which Landlord
shall commence furnishing electrical energy to the Premises (unless such notice
is not feasible under the circumstances, in which event Landlord will give
Tenant such notice as is reasonably possible), which notice will set forth the
terms on which Landlord will so furnish electrical energy to the Premises. If
any utilities are not (or cannot be) separately metered or assessed or are only
partially separately metered or assessed and are used in common with other
Tenants of the Building, Tenant will pay to Landlord an equitable apportionment
of such charges for utilities used in common with other Tenants of the Building,
based on the square footage of floor space leased to each Tenant using such
common facilities, the average electrical consumption of each Tenant and other
pertinent considerations, in addition to Tenant’s payment of the separately
metered charges. Tenant shall defend, indemnify and hold Landlord harmless from
and reimburse Landlord for all liability, damages, costs, fees, expenses,
penalties and charges (including, but not limited to, attorneys’ fees and
disbursements) incurred in connection with (i) Tenant’s failure to pay for any
electricity provided to Tenant hereunder or (ii) misuse or neglect by Tenant of
the meters(s) and equipment supplying the electricity. 

	      	a.	      	
      Tenant’s use of electric current
      in the Premises shall not exceed the capacity of any electrical conductors
      and equipment in or otherwise serving the Premises.

		 
		b.		
      Tenant shall not, without the
      prior consent of Landlord make or perform or permit any alteration to
      wiring installations or other electrical facilities for the supply of
      electric current located in or serving the Premises. If Landlord grants
      such consent, all additional conduit, feeders and wiring and other
      equipment required therefor shall be provided and/or installed by Landlord
      and the reasonable cost thereof shall be paid by Tenant as Additional Rent
      within fifteen (15) days after demand therefor.

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

		 
		d.		
      Landlord, at Tenant’s expense,
      shall furnish and install all replacement lighting tubes, lamps, ballasts
      and bulbs required in the Premises. Tenant, however, shall have the right
      to furnish and/or install any or all of the items mentioned in this
      subparagraph (d).