Exhibit 10.4

                                     LEASE

                                     from:

                     BRIDGE PLAZA REALTY ASSOCIATES L.L.C.

                                     Lessor

                                      to:

                           WEBPULSE CONSULTING, INC.

                                     Lessee

                                   Building:

                                One Bridge Plaza

                              Fort Lee, New Jersey

<PAGE>

                               TABLE OF CONTENTS

1. DESCRIPTION:                                                   3

2. TERM:                                                          3

3. BASIC RENT:                                                    3

4. USE AND OCCUPANCY:                                             3

5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:                     4

6. ALTERATIONS. ADDITIONS OR IMPROVEMENTS:                        5

7. ACTIVITIES INCREASING FIRE INSURANCE RATES:                    6

8. ASSIGNMENT AND SUBLEASE:                                       6

9. COMPLIANCE WITH RULES AND REGULATIONS:                         9

10. DAMAGES TO BUILDING:                                          9

11. EMINENT DOMAIN:                                              10

12. INSOLVENCY OF LESSEE:                                        10

13. LESSOR'S REMEDIES ON DEFAULT:                                10

14. DEFICIENCY:                                                  11

15. SUBORDINATION OF LEASE:                                      12

16. SECURITY DEPOSIT:                                            12

17. RIGHT TO CURE LESSEE'S BREACH:                               13

18. MECHANIC'S LIENS:                                            13

19. RIGHT TO INSPECT AND REPAIR:                                 13

20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:       13

21. INTERRUPTION OF SERVICES OR USE:                              14

22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE:                  14

23. ADDITIONAL RENT:                                              15

24. LESSEE'S ESTOPEL:                                             18

25. HOLDOVER TENANCY:                                             18

26. RIGHT TO SHOW PREMISES:                                       18

27. LESSOR'S WORK- LESSEE'S DRAWINGS:                             18

28. WAIVER OF TRIAL BY JURY:                                      19

29. LATE CHARGE:                                                  19

30. LESSEE'S INSURANCE:                                           19

                                      (i)
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31. NO OTHER REPRESENTATIONS:                                     21

32. QUIET ENJOYMENT:                                              21

33. INDEMNITY:                                                    21

34. ARTICLE HEADINGS: .                                           21

35. APPLICABILITY TO HEIRS AND ASSIGNS:                           21

36. OUTSIDE PARKING SPACES:                                       22

37. LESSORS LIABILITY FOR LOSS OF PROPERTY:                       22

38. PARTIAL INVALIDITY:                                           22

39. LESSEE'S BROKER:                                              22

40. PERSONAL LIABILITY:                                           23

41. NO OPTION:                                                    23

42. DEFINITIONS:                                                  23

43. LEASE COMMENCEMENT:                                           24

44. NOTICES:                                                      24

45. ACCORD AND SATISFACTION:                                      24

46. EFFECT OF WAIVERS:                                            24

47. LEASE CONDITION:                                              25

48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:                   25

49. LESSOR'S RESERVED RIGHT:                                      25

50. CORPORATE AUTHORITY:                                          25

51. AFTER-HOURS USE:                                              25

52. LESSEE'S EXPANSION/RELOCATION:                                26

53. BUILDING PERMIT:                                              27

                                      (i)
<PAGE>

   LEASE, is made the 8th day of May, 2000 between BRIDGE PLAZA REALTY
ASSOCIATES L.L.C., ("Lessor") whose address is c/o Mack-Cali Realty Corporation,
11 Commerce Drive, Cranford, New Jersey 07016 and WEBPULSE CONSULTING, INC.
("Lessee") whose address is 35 Harvard Street, Closter, New Jersey 07624.

                                    PREAMBLE
                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

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

2. BASE PERIOD COSTS shall mean the following:

   A. Base Operating Costs: Those Operating Costs incurred during Calendar Year
      2000.

   B. Base Real Estate Taxes: Those Real Estate Taxes incurred during Calendar
      Year 2000.

   C. Base Utility and Energy Costs: Those Utility and Energy Costs incurred
      during Calendar Year 2000.

3. BUILDING shall mean One Bridge Plaza, Fort Lee, New Jersey.

4. BUILDING HOLIDAYS shall be those shown on Exhibit E.

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, except that Common
Facilities, lighting in the Building and Office Building Area shall be
maintained for such additional hours as, in Lessor's sole judgement, is
necessary or desirable to insure proper operating of the Building and Office
Building Area.

6. COMMENCEMENT DATE is June 1, 2000 and shall for purposes hereof be subject to
Articles 27 and 43 hereof.

7. DEMISED PREMISES OR PREMISES shall be deemed to be 2,300 gross rentable
square feet on the first floor as shown on Exhibit A hereto, which includes an
allocable share of the Common Facilities as defined in Article 42(b).

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

     Exhibit C-1    Air Conditioning & ideating Design Standards

     Exhibit D      Cleaning Services

     Exhibit E      Building Holidays

     Exhibit F      Tenant Estoppel Certificate

     Exhibit G      Commencement Date Agreement

     Exhibit H      Guaranty of Lease

9. EXPIRATION DATE shall be the last day of the month in which the day before
the fifth (5th) anniversary of the Commencement Date occurs.

                                      [1]
<PAGE>

10. FIXED BASIC RENT shall mean: THREE HUNDRED TEN THOUSAND FIVE HUNDRED AND
00/100 DOLLARS ($310,500.00) for the Term payable as follows: Years Yearly Rate
Monthly Installment

      Years   Yearly Rate    Monthly Installment

      1-5     $62,100.00     $5,175.00

11. LESSEE'S BROKER shall mean Alexander Summer.

12. LESSEE'S PERCENTAGE shall be 1.15% subject to adjustment as provided for in
Article 42(d).

13. OFFICE BUILDING AREA is as set forth on Exhibit A-1.

14. PARKING SPACES shall mean a total of five(5) unassigned spaces, as well as 2
assigned spaces.

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

16. SECURITY DEPOSIT shall be $15,525.00

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

                                      [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, (hereinafter called the "Building") which
is situated on that certain parcel of land (hereinafter called "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,
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:

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

Payment of the Fixed Basic Rent shall commence on the two (2) month anniversary
of the Commencement Date. If such day is other than the first day of a calendar
month, the first monthly installment of Fixed Basic Rent shall be prorated to
the end of said calendar month and shall be payable on such day.*

4. USE AND OCCUPANCY:

Lessee shall use and occupy the Premises for the Permitted Use as defined in the
Preamble.

If at any time during the Term of this Lease, Lessee adopts a policy prohibiting
Lessee, its employees, agents or invitees from smoking within the Premises,
Lessee shall establish a designated area within the Premises where Lessee shall
permit smoking. Lessee shall establish such designated area at Lessee's sole
expense in accordance with Article 6 of this Lease. Such designated area shall
include, among other things, adequate area, ventilation and fire safety
equipment. Lessee hereby acknowledges that such designated area is necessary and
reasonable to prevent smoking by Lessee, Lessee's employees, agents and invitees
in unauthorized areas of the Building or Common Facilities in violation of
relevant fire and safety laws and regulations and to prevent fire hazards within
the Premises.

                                      [3]
<PAGE>

5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:

(a) Lessee shall commit no act of waste and shall take good care of the Premises
and the fixtures and appurtenances therein, and shall, in the use and occupancy
of the Premises, conform to all laws, orders and regulations of the federal,
state and municipal governments or any of their departments affecting the
Premises and with any and all environmental requirements resulting from the
Lessee's use of the Premises, this covenant to survive the expiration or sooner
termination of the Lease. Lessor shall, subject to the same being included in
Operating Costs, make all necessary repairs to the Premises, Common Facilities
and to the assigned parking areas, if any, except where the repair has been made
necessary by misuse or neglect by 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, immediately upon demand, the
costs therefor. All improvements made by Lessee to the Premises, which are so
attached to the Premises, shall become the property of Lessor upon installation.
Not later than the last day of the Term, Lessee shall, at Lessee's expense,
remove all Lessee's personal property and those improvements made by Lessee
which have not become the property of Lessor, including trade fixtures,
cabinetwork, movable paneling, partitions and the like; repair all injury done
by or in connection with the installation or removal of said property and
improvements; and surrender the Premises in as good condition as they were at
the beginning of the Term, reasonable wear and damage by fire, the elements,
casualty or other cause not due to the misuse or neglect by Lessee, Lessee's
agents, servants, visitors or licensees excepted. All other property of Lessee
remaining on the Premises after the last day of the Term of this Lease shall be
conclusively deemed abandoned and may be removed by Lessor, and Lessee shall
reimburse Lessor for the cost of such removal. Lessor may have any such property
stored at Lessee's risk and expense.

ENVIRONMENTAL

(b) Compliance with Environmental Laws. Lessee shall, at Lessee's own expense,
promptly comply with each and every federal, state, county and municipal
environmental law, ordinance, rule, regulation, order, directive and
requirement, now or hereafter existing ("Environmental Laws"), applicable to the
Premises, Lessee, Lessee's operations at the Premises, or all of them.

(c) ISRA Compliance. Lessee shall, at Lessee's own expense, comply with the
Industrial Site Recovery Act, NIS.A. 13:1K-6 et seg., the regulations
promulgated thereunder and any amending and successor legislation and
regulations ("ISRA").

(d) Information to Lessor. At no expense to Lessor, Lessee shall promptly
provide all information and sign all documents requested by Lessor 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, to conduct an environmental assessment,
investigation and sampling, all at Lessee's own expense.

(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 or onto the Premises, the Building or the
Office Building Area, as a result of the action or omission of Lessee or a
"Lessee Representative", then, in addition to being in default under this Lease
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 required by Lessor and any
governmental authority, including, without limitation, promptly obtaining and
delivering to Lessor an unconditional No Further Action Letter. 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, or any third party other than Lessor, or

                                      [4]
<PAGE>

another lessee of the Building, or a shareholder, officer, director, member,
partner, employee, agent, licensee, assignee, sublessee or invitee of such other
lessee. In no event shall any of Lessee's remedial action involve engineering or
institutional controls, a groundwater classification exception area or well
restriction area, and Lessee's remedial action shall meet the most stringent
published or unpublished remediation standards for soil, surface water,
groundwater and drinking water. Promptly upon completion of all required
investigatory and remedial activities, Lessee shall, at Lessee's own expense, to
Lessor's 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.

(g) Environmental Questionnaire. Upon Lessor's request, contemporaneously with
the signing and delivery of this Lease, and thereafter upon renewal of the
lease, if at all, Lessee shall complete, execute and deliver to Lessor an
environmental questionnaire in form and substance 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, of which the Premises is a
part, or its environs, 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, promptly upon receipt by Lessee
or Lessee's Representatives, Lessee shall deliver to Lessor all Environmental
Documents concerning or generated by or on behalf of Lessee, whether currently
or hereafter existing. In addition, Lessee shall promptly notify Lessor of any
environmental condition of which Lessee has knowledge, which may exist in, on,
under, or about, or may be migrating from or onto the Building or the Office
Building Area.

(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 with respect to the Premises, the Building or the Office Building
Area, as the case may be, then, at Lessor's discretion, Lessor shall have the
right, upon notice to Lessee, from time to time, to perform such activities at
Lessee's expense, and all sums incurred by Lessor shall be paid by Lessee, as
Additional Rent, upon demand.

(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, penalties and costs, foreseen or unforeseen, including, without
limitation, counsel, engineering and other professional or expert fees, which an
indemnified party may incur resulting directly or indirectly, wholly or partly
from Lessee's actions or omissions with regard to Lessee'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. The obligations imposed upon Lessee under subparagraphs (a)
through (j) above are in addition to and are not intended to limit, but to
expand upon, the obligations imposed upon Lessee under this Article 5. As used
in this Article, the term "Contaminants" shall include, without limitation, any
regulated substance, toxic substance, hazardous substance, haza0ous 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.

                                      [5]
<PAGE>

6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

Lessee shall not, without first obtaining the written consent of Lessor, make
any alterations, additions or improvements in, to or about the Premises.

7. ACTIVITIES INCREASING FIRE INSURANCE RATES:

Lessee shall not do or suffer anything to be done on the Premises which will
increase the rate of fire insurance on the Building.

8. ASSIGNMENT AND SUBLEASE:

Provided Lessee is not in default of any provisions of this Lease, Lessee may
assign or sublease the within Lease to any party subject to the following:

a. In the event Lessee desires to assign this Lease or sublease all or part of
the Premises to any other party, the terms and conditions of such assignment or
sublease shall be communicated to the Lessor in writing no less than ninety (90)
days prior to the effective date of any such sublease or assignment, and, prior
to such effective date, the Lessor shall have the option, exercisable in writing
to the Lessee, to: (i) sublease such space from Lessee at the lower rate of (a)
the rental rate per rentable square foot of Fixed Basic Rent and Additional Rent
then payable pursuant to this Lease or (b) the terms set forth in the proposed
sublease, (ii) recapture in the case of subletting, that portion of the Premises
to be sublet or all of the Premises in the case of an assignment ("Recapture
Space") so that such prospective sublessee or assignee shall then become the
sole Lessee of Lessor hereunder, or (iii) recapture the Recapture Space for
Lessor's own use and the within Lessee shall be fully released from any and all
obligations hereunder with respect to the Recapture Space,

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

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

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

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

                                      [6]
<PAGE>

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

v. The Lessee and any assignee shall promptly pay to Lessor any consideration
received for any assignment and/or all of the rent, as and when received, in
excess of the Rent required to be paid by Lessee for the area sublet computed on
the basis of an average square foot rent for the gross square footage Lessee has
leased.

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

vii. In Lessor's reasonable judgment, the proposed assignee or subtenant 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
general offices.

viii. The proposed assignee or subtenant shall be an entity which has existed
for at least one (1) year and is not then an occupant of any part of the
Building or any other building then owned by Lessor within a five-mile radius of
the Building.

ix. The proposed assignee or subtenant is not an entity or a person with whom
Lessor is or has been, within the preceding twelve (12) month period,
negotiating to lease space in the Building.

x. There shall not be more than one (1) subtenant 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, nor shall any
advertisement state the name (as distinguished from the address) of the Building
or (b) listed the Premises for subletting or assignment with other than a
broker, agent or representative who waives any entitlement to a commission or
other fee 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 Demised Premises to exceed one (1) person
per 250 gross rentable square feet of space or exceed the parking allocation
presently provided for in this Lease;

xiv. The proposed assignee or subtenant shall only use the Premises for general
offices and shall riot be engaged in any of the following:

 (a) educational, including but not limited to, instructional facilities and
correspondence schools;

 (b) employment agencies;

 (c) model agencies;

 (d) photographic studios or laboratories;

 (e) spas, health, physical fitness or exercise salons;

 (f) small loan offices;

 (g) real estate brokerage or real estate sales offices open to the general
public or construction offices;

                                      [7]
<PAGE>

(h) medical or dental facilities, including professional offices, treatment
facilities, dispensaries or laboratories;

(i) federal, state or local government offices;

(j) so-called boiler room operations;

(k) retail stock brokerage offices; and

(l) religious organizations making facilities available to congregations for
uses other than business purposes.

xv. The proposed assignee or subtenant 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.

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.

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

d. In the event that any or all of Lessee's interest in the Premises and/or this
Lease is transferred by operation of law to any trustee, receiver, or other
representative or agent of Lessee, or to Lessee as a debtor in possession, and
subsequently any or all of Lessee's interest in the Premises and/or this Lease
is offered or to be offered by Lessee or any trustee, receiver, or other
representative or agent of Lessee as to its estate or property (such person,
firm or entity being hereinafter referred to as the "Grantor"), for assignment,
conveyance, lease, or other disposition to a person, firm or entity other than
Lessor (each such transaction being hereinafter referred to as a "Disposition"),
it is agreed that Lessor has and shall have a right of first refusal to
purchase, take, or otherwise acquire, the same upon the same terms and
conditions as the Grantor thereof shall accept upon such Disposition to such
other person, firm, or entity; and as to each such Disposition the Grantor shall
give written notice to Lessor in reasonable detail of all of the terms and

                                      [8]
<PAGE>

conditions of such Disposition within twenty (20) days next following its
determination to accept the same but prior to accepting the same, and Grantor
shall not make the Disposition until and unless Lessor has failed or refused to
accept such right of first refusal as to the Disposition, as set forth herein.
Lessor shall have sixty (60) days next following its receipt of the written
notice as to such Disposition in which to exercise the option to acquire
Lessee's interest by such Disposition, and the exercise of the option by Lessor
shall be effected by notice to that effect sent to the Grantor; but nothing
herein shall require Lessor to accept a particular Disposition or any
Disposition, nor does the rejection of any one such offer of first refusal
constitute a waiver or release of the obligation of the Grantor to submit other
offers hereunder to Lessor. In the event Lessor accept such offer of first
refusal, the transaction shall be consummated pursuant to the terms and
conditions of the Disposition described in the notice to Lessor. In the event
Lessor rejects such offer of first refusal, Grantor may consummate the
Disposition with such other person, firm, or entity; but any decrease in price
of more than two percent (2%) of the price sought from Lessor or any change in
the 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, if pursuant to
the Federal Bankruptcy Code (herein referred to as the "Code"), or any similar
law hereafter enacted having the same general purpose, Lessee is permitted to
assign this Lease notwithstanding the restrictions contained in this Lease,
adequate assurance of future performance by an assignee expressly permitted
under such Code shall be deemed to mean the deposit of cash security in an
amount equal to the sum of one year's Fixed Basic Rent plus an amount equal to
the Additional Rent for the calendar year preceding the year in which such
assignment is intended to become effective, which deposit shall be held by
Lessor for the balance of the Term, without interest, as security for the full
performance of all of Lessee's obligations under this Lease, to be held and
applied in the manner specified for security in Article 16. :#,

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

9. COMPLIANCE WITH RULES AND REGULATIONS:

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

10. DAMAGES TO BUILDING:

If the Building is damaged by fire or any other cause to such extent the cost of
restoration, as reasonably estimated by Lessor, will equal or exceed twenty-five
percent (25%) of the replacement value of the Building (exclusive of
foundations) just prior to the occurrence of the damage, then Lessor may, no
later than the sixtieth (60th) day following the date of damage, give Lessee a
notice of election to terminate this Lease, or if the cost of restoration

                                      [9]
<PAGE>

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

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

11. EMINENT DOMAIN:

If Lessee's use of the Premises is materially affected due to the taking by
eminent domain of (a) the Premises or any part thereof or any estate therein; or
(b) any other part of the Building; then, in either event, this Lease shall
terminate on the date when title vests pursuant to such taking. The Fixed Basic
Rent, and any Additional Rent, shall be apportioned as of said termination date
and any Fixed Basic Rent or Additional Rent paid for any period beyond said
date, shall be repaid to Lessee. Lessee shall not be entitled to any part of the
award for such taking or any ~4yment in lieu thereof, but Lessee may file a
separate claim for any taking of fixtures and improvements owned by Lessee which
have not become the Lessor's property, and for moving expenses, provided the
same shall, in no way, affect or diminish Lessor's award. In the event of a
partial taking which does not effect a termination of this Lease but does
deprive Lessee of the use of a portion of the Premises, there shall either be an
abatement or an equitable reduction of the Fixed Basic Rent, and an equitable
adjustment reducing the Base Period Costs as hereinafter defined depending on
the period for which and the extent to which the Premises so taken are not
reasonably usable for the purpose for which they are leased hereunder.

12. INSOLVENCY OF LESSEE:

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

13. LESSOR'S REMEDIES ON DEFAULT:

If Lessee defaults in the payment of Fixed Basic Rent, or any Additional Rent,
or defaults in the performance of any of the other covenants and conditions
hereof or permits the Premises to become deserted, abandoned or vacated, Lessor
may give Lessee notice of such default, and if Lease does not cure any fixed
basic Rent or Additional Rent default within five (5) days or other default
within fifteen (15) days after giving of such notice (or if such

                                      [10]
<PAGE>

other default is of such nature that it cannot be completely cured within such
period, if Lessee does not commence such curing within such fifteen (15) days
and thereafter proceed with reasonable diligence and in good faith to cure such
default), then Lessor may terminate this Lease on not less than ten (10) days
notice to Lessee, and on the date specified in said notice, Lessee's right to
possession of the Premises shall cease but Lessee shall remain liable as
hereinafter provided. If this Lease shall have been so terminated by Lessor
pursuant to Articles 12 or 13 hereof, Lessor may at any time thereafter resume
possession of the Premises by any lawful means and remove Lessee or other
occupants and their effects. Lessee shall pay to Lessor, on demand, such
expenses as Lessor may incur, including, without limitation, court costs and
reasonable attorney's fees and disbursements, in enforcing the performance of
any obligation of Lessee under this Lease.

14. DEFICIENCY:

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

Alternatively, in any case where Lessor has recovered possession of the Premises
by reason of Lessee's default, Lessor may at Lessor's option, and at any time
thereafter, and without notice or other action by Lessor, and without prejudice
to any other rights 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 demised and the then
fair and reasonable rental value of the Premises for the same period. Said
Damages shall become due and payable to Lessor immediately upon such breach of
this Lease and without regard to whether this Lease be terminated or not, and if
this Lease be terminated, without regard to the manner in which it is
terminated. In the computation of such Damages, the difference between an
installment of Fixed Basic Rent and Additional Rent thereafter becoming due and
the fair and reasonable rental value of the Premises for the period for which
such installment was payable shall be discounted to the date of such default at
the rate of not more than six percent (6%) per annum. Lessee hereby waives all
right of redemption to which Lessee or any person under Lessee might be entitled
by any law now or hereafter in force. Lessor's remedies hereunder are in
addition to any remedy allowed by law.

                                      [11]
<PAGE>

15. SUBORDINATION OF LEASE:

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

16. SECURITY DEPOSIT:

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

As additional security for the faithful performance and observance by Lessee of
the terms, provisions and conditions of this lease, Lessee shall deliver to
Lessor simultaneously with the execution of this lease, a Guaranty of Lease,
annexed hereto as Exhibit H executed and acknowledged by Sanjay Mody (the
"Guarantor"). If financial statements of the Guarantor required to be delivered
to Lessor pursuant to the Guaranty of Lease are unsatisfactory to' Lessor, in
its sole discretion, or if' Guarantor is the subject of any bankruptcy,
insolvency, receivership or creditors' proceedings, Lessee shall provide another
guarantor(s) of this lease, satisfactory to Lessor, in substitution of, or in
addition to, the Guarantor.*

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

17. RIGHT TO CURE LESSEE'S BREACH:

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

18. MECHANIC'S LIENS:

Lessee shall, within fifteen (15) days after notice from Lessor, discharge or
satisfy by bonding or otherwise any mechanic liens for materials or labor
claimed to have been furnished to the Premises on Lessee's behalf.

19. RIGHT TO INSPECT AND REPAIR:

Lessor may enter the Premises but shall not be obligated to do so (except as
required by any specific provision of this Lease) at any reasonable time on
reasonable notice to Lessee (except that no notice need be given in case of
emergency) for the purpose of inspection or the making of such repairs,
replacement or additions in, to, on and about the Premises or the Building, as
Lessor deems necessary or desirable. Lessee shall have no claims or cause of
action against Lessor by reason thereof. In no event shall Lessee have any claim
against Lessor for interruption of Lessee's business, however occurring,
including but not limited to that arising from the negligence of Lessor, its
agents, servants or invitees, or from defects, errors or omissions in the
construction or design of the Premises and/or the Building, including the
structural and ri6n-structural portions thereof.

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

Subject to intervening laws, ordinances, regulations and executive orders, while
Lessee is not in default under any of the provisions of this Lease, Lessor
agrees to furnish, except on holidays, 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. Except as set forth
on Exhibit D, Lessee shall pay the cost of all other cleaning services required
by Lessee.

   b. Heating, ventilating and air conditioning (herein "HVAC") as appropriate
for the season, and as set forth on Exhibit C-1, attached hereto and made a part
hereof, together with Common Facilities lighting and electric energy all during
Building Hours, as defined in the Preamble.

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

   d. Elevator service during Building Hours (if the Building contains an
elevator or elevators for the use of the occupants thereof).

e. Restroom supplies and exterior window cleaning when reasonably required.

f. Notwithstanding the requirements of Exhibit C-1 (as to HVAC) or D or any
other provision of this Lease, Lessor shall not be liable for failure to furnish
any of the aforesaid services when such failure is due to Force Majeure, as
hereinafter defined. Lessor shall not be liable, under any circumstances,
including, but not limited to, that arising from the negligence of Lessor, its
agents, servants or invitees, or from defects, 13 errors or omissions in the
construction or design of the Premises and/or the Building, including the
structural and non-structural portions thereof, for loss of or injury to Lessee
or to property, however occurring, through or in connection with or incidental
to the furnishings of, or failure to furnish, any of the aforesaid services or
for any interruption to Lessee's business, however occurring.

                                      [13]

21. INTERRUPTION OF SERVICES OR USE:

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

22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE:

The cost of electric current which is supplied by the Lessor for use by the
Lessee in the Premises, other than for heating or air conditioning purposes,
shall be reimbursed to the Lessor at terms, classification and rates normally
charged by the public utilities corporation serving that part of the
municipality where the subject Premises are located.

   a. From and after the Commencement Date, Lessee agrees to pay as Additional
Rent an estimated electrical charge of $.10 per square foot per month, payable
on the first day of each and every month, until such time as an electrical
survey can be performed pursuant to Article 22(b) below.

   b. Lessee agrees that an independent electrical engineering consultant shall
make a survey of electric power demand of the electric lighting fixtures and the
electric equipment of Lessee used in the Premises to determine the average
monthly electric consumption thereof, and the costs of said survey shall be
borne by Lessee. The findings of said consultant as to the average monthly
electric consumption of Lessee shall, unless objected to by Lessee within
forty-five (45) days, be conclusive and binding on Lessor and Lessee. After
Lessor's consultant has submitted its report, Lessee shall pay to Lessor, within
ten (10) days after demand therefor by Lessor, the amount (based on the monthly
consumption found by such consultant) as owing from the Lease Term's
Commencement Date, and the then expired months, to include the then current
month and thereafter adjusted for the estimated electrical charges already paid
pursuant to Article 22(a), on the first day of every month, in advance, the
amount set forth as the monthly consumption in said report. Said amounts shall
be treated as Additional Rent due hereunder. Proportionate sums shall be payable
for periods of less than a full month if the Term commences or ends on any other
than the first or last day of the month. If Lessee objects to said findings,
Lessee shall nevertheless pay and continue to pay the amount determined by
Lessor's consultant until the issue is finally resolved, but Lessee may, at its
expense, seek the services of an independent electrical consultant who shall
make a survey as provided above. If Lessor's and Lessee's consultant cannot
agree as to Lessee's consumption within thirty (30) days of Lessee's
consultant's findings either Lessor or Lessee may request the American
Arbitration Association in Somerset, New Jersey to appoint an electrical
engineering consultant whose decision shall be final and binding on Lessor and
Lessee, and whose cost shall be shared equally. Upon the issue being finally
resolved, any overpayment made by Lessee shall be promptly refunded.

                                      [14]
<PAGE>

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

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

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

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

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

23. ADDITIONAL RENT:

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

   a. Operating Cost Escalation -- If the Operating Costs incurred for the
Building in which the Premises are located and Office Building Area for any
Lease Year or Partial Lease Year during the Lease Term shall be greater than the
Base Operating Costs (adjusted proportionately for periods less than a Lease
Year), then Lessee shall pay to Lessor, as Additional Rent, Lessee's Percentage
of all such excess Operating Costs. Operating Costs shall include,by way of
illustration and not of limitation: personal property taxes; management fees;
labor, including all wages and salaries; social security taxes, and other taxes
which may be levied against Lessor upon such wages and salaries; supplies;
repairs and maintenance; maintenance and service contracts; painting; wall and
window washing; laundry and towel service; tools and equipment (which are not
required to be capitalized for federal income tax purposes); fire and other
insurance; trash removal; lawn care; snow removal and all other items properly
constituting direct operating costs according to standard accounting practices
(hereinafter collectively referred to as the "Operating Costs"), but not

                                      [15]
<PAGE>

including depreciation of Building or equipment; interest; income or excess
profits taxes; costs of maintaining the Lessor's corporate existence; franchise
taxes; any expenditures required to be capitalized for federal income tax
purposes, unless said expenditures are for the purpose of reducing Operating
Costs within the Building and Office Building Area, or those which under
generally applied real estate practice are expensed or regarded as deferred
expenses or are required under any governmental or quasi-governmental law,
statute, ordinance, rule, order, requirements or regulation, in which event the
costs thereof shall be included. The Base Operating Costs shall as be as defined
in the Preamble.

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

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

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

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

     ii. "Real Estate Taxes" shall mean the property taxes and assessments
imposed upon the Building and Office Building Area, or upon the rent, as such,
payable to the 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 Office Building Area by any other
taxing authority, whether general or specific, ordinary or extraordinary,
foreseen or unforeseen. If due to a future change in the method of taxation, any
franchise, income or profit tax shall be levied against Lessor in substitution
for, or in lieu of, or in addition to, any tax which would otherwise constitute
a Real Estate Tax, such franchise, income or profit tax shall be deemed to be a
Real Estate Tax for the purposes hereof; conversely, any additional real estate
tax hereafter imposed in substitution for, or in lieu of, any franchise, income
or profit tax (which is not in substitution for, or in lieu of, or in addition
to, a Real Estate Tax as hereinbefore provided) shall not be deemed a Real
Estate Tax for the purposes hereof.

   d. Lease Year -- As used in this Article 23, Lease Year shall mean a calendar
year. Any portion of the Term which is less than a Lease Year as hereinbefore
defined, that is, from the Commencement Date through the following December 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.

                                      [16]
<PAGE>

   e. Payment -- At any time, and from time to time, after the establishment of
the Base Period Costs for each of the categories referred to above, Lessor shall
advise Lessee in writing of Lessee's Percentage share with respect to each of
the categories as estimated for the next twelve (12) month period (or
proportionate part thereof if the last period prior to the Lease's expiration is
less than twelve (12) months) as then known to the Lessor, and thereafter, the
Lessee shall pay as Additional Rent, Lessee's Percentage share of these costs
for the then current period affected by such advice (as the same may be
periodically revised by Lessor as additional costs are incurred) in equal
monthly installments, such new rates being applied to any months, for which the
Fixed Basic Rent shall have already been paid which are affected by the
Operating Cost Escalation and/or Utility and Energy Cost Escalation and/or Tax
Escalation Costs above referred to, as well as the unexpired months of the
current period, the adjustment for the then expired months to be made at the
payment of the next succeeding monthly rental, all subject to final adjustment
at the expiration of each Lease Year as defined in Article 23(4) hereof (or
Partial Lease Year if the last period prior to the Lease's termination is less
than twelve (12) months). However, Lessor shall be reimbursed by Lessee monthly
during the first year of the Term for additional Utility and Energy Cost
Escalations resulting from an increase in the monthly rate over the Base Utility
Rate, In the event the last period prior to the Lease's termination is less than
twelve (12) months, the Base Period Costs during said period shall be
proportionately reduced to correspond to the duration of said final period.

   f. Books and Reports -- For the protection of Lessee, Lessor shall maintain
books of account which shall be open to Lessee and its representatives at all
reasonable times so that Lessee can determine that such Operating, Utility and
Energy and Real Estate Tax Costs have, in fact, been paid or incurred. Lessee's
representatives shall mean only (i) Lessee's employees or (ii) a Certified
Public Accounting firm, and neither Lessee's employees nor any Certified Public
Accounting firm shall be permitted to (i) perform such inspection and/or audit
on a contingency basis, or (ii) perform such an inspection and/or audit for any
other tenant 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 sA4 charges, Lessee shall attempt to resolve such dispute with
Lessor, provided that if such dispute shall not be satisfactorily settled
between Lessor and Lessee, the dispute shall be referred by either party to an
independent certified public accountant to be mutually agreed upon, and if such
an accountant cannot be agreed upon, The American Arbitration Association may be
asked by either party to select an arbitrator, whose decision on the dispute
will be final and binding upon both parties, who shall jointly share any cost of
such arbitration. Pending resolution of said dispute the Lessee shall pay to
Lessor the sum so billed by Lessor subject to its ultimate resolution as
aforesaid.

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

h. Occupancy Adjustment -- If, with respect to Operating Cost Escalation, as
established in Article 23(a) hereof, and Utility and Energy Cost Escalation, as
established in Article 23(b) hereof, the Building is less than eighty-five
percent (85%) occupied during the establishment of the respective Base Periods,
then the t Base Costs incurred with respect to said Operating Cost or Utility
and Energy Cost shall be adjusted during any such period within the Base Period
so as to reflect eighty-five percent (85%) occupancy. Similarly, if during any
Lease Year or Partial Lease Year, subsequent to the Base Period the Building is
less than eighty-five percent (85%) occupied, then the actual costs incurred for
Operating Cost and Utility and Energy Cost shall be increased during any such
period to reflect eighty-five percent (85%) occupancy so that at all times after
the Base Period the Operating Cost or Utility and Energy Cost shall be actual
costs, but in the event less than eighty-five

                                      [17]
<PAGE>

percent (85%) of the Building is occupied during all or part of the Lease Year
involved, the Operating Cost or Utility and Energy Cost shall not be less than
that which would have been incurred had eighty-five percent (85%) of the
Building been occupied. The aforesaid adjustment shall only be made with respect
to those items that are in fact affected by variations in occupancy levels.

24. LESSEE'S ESTOPPEL:

Lessee shall, from time to time, on not less that ten (10) days prior written
request by Lessor, execute, acknowledge and deliver to Lessor a written
statement certifying that the Lease is unmodified and in full force and effect,
or that the Lease is in full force and effect as modified and listing the
instruments of modification; the dates to which the rents and charges have been
paid; and, to the best of Lessee's knowledge, whether or not Lessor is in
default hereunder, and if so, specifying the nature of the default. It is
intended that any such statement delivered pursuant to this Article 24 may be
relied on by a prospective purchaser of Lessor's interest or mortgagee of
Lessor's interest or assignee of any mortgage of Lessor's interest. Lessee shall
also execute and deliver the form "Lessee Estoppel Certificate" attached hereto
as Exhibit F.

25. HOLDOVER TENANCY:

If Lessee holds possession of the Premises after the Expiration Date of this
Lease, Lessee shall (i) become a tenant from month to month under the provisions
herein provided, but at twice the monthly fixed basic rental for the last month
of the term plus the Additional Rent which shall continue as provided in the
Lease which sum shall be payable in advance on the first 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 sixty
(60) 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.
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.

26. RIGHT TO SHOW PREMISES:

Lessor may show the Premises to prospective purchasers and mortgagees; and
during the twelve (12) months prior to termination of this Lease, to prospective
tenants, during Building Hours on reasonable notice to Lessee.

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

   a. Lessor agrees that, prior to the commencement of the Term of this Lease,
it will do substantially all of the work in the Premises in accordance with
Exhibit C attached hereto and made a part hereof.

   b. Lessee will timely supply such drawings and information to Lessor as set
forth in Exhibit C. Any delay occasioned by Lessee's failure to timely supply
such drawings and information shall not delay the Commencement Date of the Term
and Lessee's obligations hereunder, and the same shall commence on the date the
Premises would have been delivered to Lessee pursuant to Article 2, but for
Lessee's delay.

   c. Lease commencement shall occur and the Commencement Date is defined as
that date when Lessor has done substantially all of the work to be done by
Lessor in accordance with Exhibit C, unless Lessor has been precluded from
completing said

                                      [18]
<PAGE>

work as a result of Lessee's acts or omissions including, but not limited to,
its failure to comply with Article 27(b) hereof. Occupancy by Lessee or the
delivery of a Certificate of Occupancy by Lessor (if required pursuant to local
law) shall be prima facie evidence that Lessor has done substantially all of the
work.

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 (:barge" of eight percent (8%) of any installment of
Fixed Basic Rent or Additional Rent paid more than five (S) days after the due
date thereof, to cover the extra expense involved in handling delinquent
payments, said Late Charge to be considered Additional Rent. The amount of the
Late Charge to be paid by Lessee shall be reassessed and added to Lessee's
obligations for each successive monthly period until paid.

30. LESSEE'S INSURANCE:

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

     i. Commercial General Liability insurance with contractual liability
endorsements with respect to the Premises and the business of Lessee in which
Lessee shall be adequately covered under limits of liability of not less than
THREE MILLION AND 00/100 DOLLARS (S3,000,000.00) 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 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, decoration, trade fixtures,
furnishings, equipment in the Premises and all contents therein. Lessor shall
not be liable for any damage to such property of Lessee by fire or other peril
includable in the coverage afforded by the standard form of fire insurance
policy with extended coverage endorsement attached (whether or not such coverage
is in effect), no matter how caused, it being understood that the Lessee will
look solely to its insurer for reimbursement.

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

                                      [19]
<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
tenants in similar buildings in the area by tenants making similar uses. On or
before the Commencement Date, and thereafter at Lessor's request, Lessee shall
provide Lessor evidence of the insurance coverage required herein in the form of
a duplicate original insurance policy, an insurance binder (countersigned by the
insurer), or Evidence of Insurance (in form ACORD 27 with respect to property
insurance and 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) name Lessor as an additional
insured; (ii) be written by one or more responsible insurance companies licensed
in the State of New Jersey satisfactory to Lessor and in form satisfactory to
Lessor; (iii) contain endorsements substantially as follows: "It is understood
and agreed that the insurer will give to Lessor, or any successor lessor, c/o
Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey, thirty
(30) days prior written notice of any material change in or cancellation of this
policy."; (iv) shall be written on an "occurrence" basis and not on a "claims
made" basis.

   c. Lessee shall be solely responsible for payment of premium and Lessor (or
its designee) shall not be required to pay any premium for such insurance.
Lessee shall deliver to Lessor at least fifteen (15) days prior to the
expiration of such policy, either a duplicate original or a certificate it being
the intention of the parties hereto that the insurance required under the terms
hereof shall be continuous during the entire Term of this Lease and any other
period of time during which pursuant to the Term hereof, said insurance is
required. Any insurance carried by Lessee shall be in excess of and will not
contribute with the insurance carried by Lessor for injuries or damage arising
out of the Premises.

   d. Lessee agrees, at its own cost and expense, to comply with all rules and
regulations of the National Fire Protection Association (NFPA) National Fire
Code. If, at any time or from time to time, as a result of or in connection with
any failure by Lessee to comply with the foregoing sentence or any act or
omission or commission by Lessee, its employees, agents, contractors or
licensees, or a result of or in connection with the use to which the Premises
are put (notwithstanding that such use may be for the purposes hereinbefore
permitted or that such use may have been consented to by Lessor), the fire
insurance rate(s) applicable to the Premises shall be higher than that which
would be applicable for a business office legally permitted therein, Lessee
agrees that it will pay to Lessor as Additional Rent, such portion of the
premiums for all Lessor's fire insurance policies in force with respect to the
building and the contents of any occupant thereof as shall be attributable to
such higher rate(s).

e. Lessor makes no representation that the limits of liability specified to be
carried by Lessee or Lessor under the terms of this Lease are adequate to
protect Lessee against Lessee's undertaking under this Article 30, and in the
event Lessee believes that any such insurance coverage called for under this
Lease is insufficient, Lessee shall provide, at is own expense, such additional
insurance as Lessee deems adequate. f In the event the Premises or its contents
are damaged or destroyed by fire or other insured casualty, (i) Lessor, to the
extent of the coverage of Lessor's policies of fire insurance, hereby waives its
rights"4' 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 casually 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 Lessees policies of fire insurance (as the case may be) shall
contain a clause or

                                      [20]
<PAGE>

endorsement providing in substance that the aforesaid waiver of subrogation
shall not prejudice the type and amount of coverage under such policies or the
right of Lessor or Lessee (as the case may be) to recover thereunder. If, at any
time, Lessor's or Lessee's insurance carrier refuses to write insurance which
contains a consent to the foregoing waiver of subrogation, Lessor or Lessee, as
the case may be, shall notify the party thereof in writing, and upon the giving
of such notice, the provisions of this Section shall be null and void as to any
casualty which occurs after such notice. If Lessor's or Lessee's insurance
carrier shall make a charge for the incorporation of the aforesaid waiver of
subrogation in its policies, then the party requesting the waiver shall promptly
pay such charge to the other party upon demand. In the event the party
requesting their waiver fails to pay such charge upon demand, the other party
shall be released of its obligation to supply such waiver,

g. Should Lessee fail to maintain the insurance coverage as set forth in this
Article 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 hereof,
Lessor shall do nothing to affect Lessee's right to peaceably and quietly have,
hold and enjoy the Premises for the Term herein mentioned, subject to the
provisions of this Lease.

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

34. ARTICLE HEADINGS:

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

                                      [21]
<PAGE>

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 term lessee of the Building, so
that in the event of any sale of the Building or of any lease thereof, or if a
mortgagee shall take possession of the Premises, the Lessor herein shall be and
hereby is entirely freed and relieved of all covenants and obligations of Lessor
hereunder accruing thereafter, and it shall be deemed without further agreement
that the purchaser, the term lessee of the Building, or the mortgagee in
possession has assumed and agreed to carry out any and all covenants and
obligations of Lessor hereunder.

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, all of which will be
unassigned. Lessor shall not be responsible for any damage or theft of any
vehicle in the parking area and shall not be required to keep parking spaces
clear of unauthorized vehicles or to otherwise supervise the use of the parking
area. Lessee shall, upon request, promptly furnish to Lessor the license numbers
of the cars operated by Lessee and its subtenants, licensees, invitees,
concessionaires, officers and employees. If any vehicle of the Lessee, or of any
subtenant, licensee, concessionaire, or of their respective officers, agents or
employees, is parked in any part of the Common Facilities other than the
employee parking area(s) designated therefor by Lessor, Lessee shall pay to
Lessor such 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 f& 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:

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

                                      [22]
<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 referred to as "Lessors'), with respect to any of
the terms, covenants and conditions of this Lease, and that Lessee shall look
solely to the equity of Lessor in the Building for the satisfaction of each and
every remedy of Lessee in the event of any breach by Lessor of any of the terms,
covenants and conditions of this Lease to be performed by Lessor, such
exculpation of liability to be absolute and without any exceptions whatsoever.

41. NO OPTION:

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

42. DEFINITIONS:

   a. Affiliate -- Affiliate shall mean any corporation related to Lessee as a
parent, subsidiary or brother-sister corporation so that such corporation and
such party and other corporations constitute a controlled group as determined
under Section 1563 of the Internal Revenue Code of 1986, as amended and as
elaborated by the Treasury Regulations promulgated thereunder or any business
entity in which Lessee has more than a fifty percent (50%) interest.

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

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

   d. Lessee's Percentage -- The parties agree that Lessee'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 Lessee (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 Office Building Area) (the
denominator] measured outside wall to outside wall, but excluding therefrom any
storage areas. Lessor shall have the right to make changes

                                      [23]
<PAGE>

or revisions in the Common Facilities of the Building so as to provide
additional leasing area. Lessor shall also have the right to construct
additional buildings in the Office Building Area for such purposes as Lessor may
deem appropriate, and subdivide the lands for that purpose if necessary, and
upon so doing, the Office Building Area shall become the subdivided lot on which
the Building in which the Premises is located. However, if any service provided
for in Article 23(a) or any utility provided for in Article 23(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 Lessee's
proportionate share for such service and/or utility shall be separately
computed, and the Base Costs for such item shall not include any charges
attributable to said square footage. Lessee 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%).

43. LEASE COMMENCEMENT:

Notwithstanding anything contained herein to the contrary, if Lessor, for any
reason whatsoever, including Lessor's negligence except as provided for in
Article 27(b), cannot deliver possession of the Premises, as provided for in
Article 27(a), to Lessee at the commencement of the agreed Term as set forth in
Article 2, this Lease shall not be void or voidable, nor shall Lessor be liable
to Lessee for any loss or damage resulting therefrom, but in that event, the
Term shall be for the full term as specified above to commence from and after
the date Lessor shall have delivered possession of the Premises to Lessee or
from the date Lessor would have delivered possession of the Premises to Lessee
but for Lessee's failure to timely supply to Lessor such drawings and/or
information required by Exhibit C or for any other reason attributable to Lessee
(herein the "Commencement Date") and to expire midnight of the day immediately
preceding Term anniversary of the Commencement Date, and if requested by Lessor,
Lessor and Lessee shall, ratify and confirm said Commencement and Expiration
Dates by completing and signing Exhibit G attached hereto and made a part
hereof.

44. NOTICES:

Any notice by either party to the other shall be in writing and shall be deemed
to have been duly given only if (i) delivered personally or (ii) sent by
registered mail or certified mail return receipt requested in a postage paid
envelope addressed or (iii) sent by nationally recognized overnight delivery
service, if to Lessee, at the above described Building; 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. Notice shall be deemed
to have been duly given, if delivered personally, on delivery thereof, if
mailed, upon the tenth (10th) day after the mailing thereof 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 rent and
additional charges payable hereunder shall be deemed to be other than a payment
on account of the earliest stipulated Fixed Basic Rent and Additional Rent, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment for Fixed Basic Rent or Additional Rent be deemed an accord and
satisfaction, and Lessor may accept such check or payment without prejudice to
Lessor's right to recover the balance of such Fixed Basic Rent and Additional
Rent or pursue any other remedy provided herein or by law.

                                      [24]
<PAGE>

46. EFFECT OF WAIVERS:

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

47. LEASE CONDITION:

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

48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:

Lessee agrees to give any mortgagees and/or trust deed holders, by registered
mail, a copy of any notice of default served upon Lessor, provided that, prior
to such notice, Lessee has been notified in writing (by way of notice of
assignment of rents and leases or otherwise) of the address of such mortgagees
and/or trust deed holders. Lessee further agrees that, if Lessor shall have
failed to cure such default within the time provided for in this Lease, then the
mortgagees and/or trust deed holders shall have an additional thirty (30) days
within which to cure such default, or if such default cannot be cured within
that time, then such additional time as may be necessary, if within such thirty
(30) days, any mortgagee and/or trust deed holder has commenced and is
diligently pursuing the remedies necessary to cure such default (including but
tilt 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 tenant, Lessor reserves
the right unilaterally to alter Lessee's ingress and egress to the Building or
make any change in operating conditions to restrict pedestrian, vehicular or
delivery ingress and egress to a particular location.

50. CORPORATE AUTHORITY:

If Lessee is a corporation, Lessee represents and warrants that this Lease has
been duly authorized and approved by the corporation's Board of Directors. The
undersigned officers and representatives of the corporation represent and
warrant that they are officers of the t corporation with authority to execute
this Lease on behalf of the corporation, and within fifteen (15) days of
execution hereof, Lessee will provide Lessor with a corporate resolution
confirming the aforesaid.

                                      [25]
<PAGE>

51. AFTER-HOURS USE:

Lessee shall be entitled to make use of said Standard Electric Service and HVAC
beyond the Building Hours, at Lessee's sole cost and expense, provided Lessee
shall notify the Lessor 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 Lessee shall pay the sum of FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour
for air-conditioning service and THIRTY AND 00/100 DOLLARS ($30.00) per hour for
heating services, plus such additional percentage increase of the aforesaid
hourly sum computed by measuring the percentage increase between the rate in
effect (including fuel surcharges or adjustments) during the month for which
such overtime use is requested and the Base Rate. The Base Rate for purposes
hereof shall be the average of the rates in effect (including surcharges and/or
adjustments) during Calendar Year 2000.

In no event shall the Lessee pay less than the sum of FORTY-FIVE AND 00/100
DOLLARS ($45.00) per hour for such overtime air-conditioning service or less
than THIRTY AND 00/100 DOLLARS ($30.00) per hour for such overtime heating
service.

52. LESSEE'S EXPANSION/RELOCATION:

The Lessor, in its sole discretion, shall have the right from time to time to
change the location of the Premises to other space (the "Substituted Leased
Premises") within the Building, subject to the terms and conditions set forth
below.

   a. The Substituted Leased Premises shall contain a minimum floor area of
approximately the same number of square feet as are contained in the Premises;
and the square footage of any Common Facilities attributable to the Substituted
Leased Premises shall be approximately the same as that of the Common Facilities
attributable to the Premises.

   b. If the total square footage comprised by the Substituted Leased Premises
and its attributable Common Facilities exceed the total of the Premises and its
attributable Common Facilities, the Lessee shall not be required to pay any
increase in the Fixed Basic Rent and Lessee's Percentage shall not be increased.
If, however, such total square footage shall be less, Lessee's Fixed Basic Rent
and Lessee's Percentage shall be decreased proportionately.

   c. The Lessor shall give the Lessee not less than forty-five (45) days prior
notice of Lessor's decision to relocate the Lessee; and the Lessee agrees that
no later than forty-five (45) days from the date of its receipt of such notice
it shall relocate to the Substituted Leased Premises.

   d. The Lessor shall bear and pay for the cost and expense of any such
relocation; provided, however, that the Lessee shall not be entitled to any
compensation for damages for any interference with or interruption of its
business during or resulting from such relocation. The Lessor shall make
reasonable efforts to minimize such interference.

   e. In connection with any such relocation, the Lessor shall, at its own cost
and expense, furnish and install in (or, if practicable, relocate to) the
Substituted Leased Premises all walls, partitions, floors, floor coverings,
ceilings, fixtures, wiring and plumbing, if any, (as distinguished from trade
fixtures, equipment, furniture, furnishings and other personal property
belonging to 4essee) required for the Lessee's proper use and occupancy thereof,
all of which items shall be comparable in quality to those situated in the
Premises.

   f. The payments of new monthly minimum rent shall commence on the earlier of
ten (10) days after Lessor has completed the physical relocation and
installation of permanent improvements in the Substituted Leased Premises or the
date that Lessee first opens for business in the Substituted Leased Premises.

                                      [26]
<PAGE>

g. Lessor and Lessee shall promptly execute an amendment to this Lease reciting
the relocation of the Premises and any changes in the monthly minimum rent
payable hereunder.

53. BUILDING PERMIT:

This Lease is expressly conditioned upon Lessor obtaining a building permit from
the appropriate government official for Lessee's Premises. Lessor hereby agrees
to make application to said government official within five (5) days following
the execution of the construction drawings for the Premises. As used herein,
construction drawings shall mean the final plans and specifications required
pursuant to Article 27(b).

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

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

LESSOR:                                     LESSEE:
BRIDGE PLAZA REALTY ASSOCIATES L.L.C.       WEBPULSE CONSULTING, INC.
By: Mack-Cali Realty, L.P., member
By: Mack-Cali Realty Corporation,
    its general paring
    By: s/s/Michael Grossman                By: s/s/Sanjay S. Mody
        Senior Vice Pres Leasing                    Vice President
                                                    5/8/2000