LEASE AGREEMENT

                                 BY AND BETWEEN




                           611 Industrial Way, L.L.C.


                                       AND




                                Logimetrics, Inc.







Dated: November 30, 1998

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          THIS LEASE, made the 30th day of November, 1998 between 611 Industrial
Way, L.L.C.  with an office at c/o G. Shulman,  465 Lewellen Circle,  Englewood,
New Jersey 07631 (hereinafter called "Lessor") and Logimetrics, Inc., a Delaware
corporation,  whose  address  is 50  Orville  Drive,  Bohemia,  New  York  11716
(hereinafter called "Lessee").

                                 REFERENCE PAGE


                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

     .    Additional  Rent shall mean all sums in addition to Basic Rent payable
          by Lessee to Lessor pursuant to the provisions of this Lease.

     .    Broker shall mean: Marketing Associates Corporate Realty, Inc.

     .    Building shall mean: 611 Industrial Way West, Eatontown, New Jersey.

     .    Commencement  Date is January 1, 1999 and shall for purposes hereof be
          subject to Paragraph 42 hereof.

     .    Demised  Premises or Premises:  Approximately  36,500  rentable square
          feet of space as shown on "Exhibit A" attached hereto.

     .    Basic Rent shall mean the minimum amount payable as follows:

                  A.       First Lease Year:

                           (i)      Yearly Rate:              $182,750.00
                           (ii)     Monthly Installment:      $ 15,229.17

                  B.       Second Lease Year:

                           (i)      Yearly Rate:              $184,000.00
                           (ii)     Monthly Installment:      $ 15,333.33

                  C.       Third Lease Year:

                           (i)      Yearly Rate:              $203,750.00
                           (Ii)     Monthly Installment:      $ 16,979.17

                  D.       Fourth and Fifth Lease Year:

                           (i)      Yearly Rate:              $230,750.00
                           (ii)     Monthly Installment:      $ 19,229.17


     .    Permitted  Use  shall  be  manufacture   and  assembly  of  electronic
          components and office and administrative use only.

     .    Security Deposit shall be $24,125.

     .    Term shall mean five (5) years from the Commencement Date.

     .    Termination  Date shall be the day before the fifth (5th)  anniversary
          of the Commencement Date unless extended as provided herein.

     .    Building  Area  shall  mean  the  Building  and  surrounding  land and
          improvements.

     .    Lessee's  Percentage:  26.98%  subject to  adjustment  as set forth in
          Paragraph 41A.

<PAGE>

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

     .    DESCRIPTION.  Lessor hereby leases to Lessee,  and Lessee hereby hires
          from Lessor,  the Demised  Premises as defined on the  Reference  Page
          (hereinafter  called "Demised Premises" or "Premises") 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
          on the Reference Page which is situated on that certain parcel of land
          (hereinafter  called  "Building  Area") as described on the  Reference
          Page,  together with the right to use the Building Area in common with
          other  lessees  of  the  Building,   their  invitees,   customers  and
          employees.

     .    TERM.  The  Premises  are  leased  for  the  Term to  commence  on the
          Commencement  Date and to end at  12:00  midnight  on the  Termination
          Date, all as defined on the Reference Page.

     .    BASIC RENT.  The Lessee shall pay to the Lessor  during the Term basic
          rent as defined on the Reference Page (herein "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 Basic Rent shall  accrue at the Yearly  Rate as defined on
          the Reference Page and shall be payable in advance on the first day of
          each  calendar  month during the Term at the Monthly  Installments  as
          defined on the Reference  Page,  each,  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 Basic Rent for the
          first month of the Lease Term.  Lessee  shall pay 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 setoff.

     .    USE AND  OCCUPANCY.  Lessee  shall use and occupy the Premises for the
          Permitted Use as defined on the Reference Page.

     .    CARE AND REPAIR OF  PREMISES.  Lessee shall commit no act of waste and
          shall  take  good  care  of  the   Premises   and  the   fixtures  and
          appurtenances  therein,  and shall,  in the use and  occupancy  of the
          Premises,  conform  at  Lessee's  expense  to  all  laws,  orders  and
          regulations of the federal,  state and municipal governments or any of
          their departments  regarding the Demised Premises.  Lessee at Lessee's
          sole cost and expense shall make all repairs,  including  painting and
          decorating  and shall  maintain the Premises and all of its systems in
          good condition and state of repair; however, this obligation shall not
          include  making  replacements  unless  caused by  Lessee's  neglect or
          abuse. All improvements  made by Lessee to the Premises,  which are so
          attached to the Premises that they cannot be removed without  material
          injury to the  Premises,  shall  become the  property  of Lessor  upon
          expiration or sooner termination  including,  but not limited to those
          items set forth in Paragraph 20 herein. 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, cabinet work,
          movable  paneling,  partitions and the like; repair all injury done by

<PAGE>

          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  agent,  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.

     .    ALTERATIONS,  ADDITIONS OR IMPROVEMENTS.  Except as may be provided in
          Paragraph 20, no alterations, additions or improvements shall be made,
          and no  climate  regulating,  air  conditioning,  cooling,  heating or
          sprinkler  systems,  television or radio  antennas,  heavy  equipment,
          apparatus  and  fixtures,  shall be  installed  in or  attached to the
          Premises,  without the written consent of the Lessor. Lessee shall not
          remove  any  of  Lessee's  improvements   referenced  in  Exhibit  "C"
          ("Lessee's  Work  Done at  Lessee's  Expense")  or  improvements of a
          similar nature made by Lessee.

     .    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.

     .    ASSIGNMENT AND SUBLEASE.

          A.  Lessee  shall not assign  this Lease to or sublet to or permit the
occupancy  of all or any part of the  Premises  by any other  party nor sublet a
portion of the  Premises  without  the prior  written  consent of Lessor in each
instance. Subject to the terms and conditions set forth below, Lessee shall have
the  privilege,  without  the consent of Lessor,  to assign its  interest in the
Lease (i) to any  entity  which is a  successor  to  Lessee  either by merger or
consolidation,  (ii) to a  purchaser  or all or  substantially  all of  Lessee's
assets or (iii) to any parent,  subsidiaries  or  affiliates  of Lessee.  Lessee
shall, within ten (10) business days after execution thereof,  deliver to Lessor
(a) a  duplicate  original  instrument  of  assignment  in  form  and  substance
reasonably  satisfactory  to  Lessor,  duly  executed  by  Lessee,  and  (b)  an
instrument  in form  and  substance  reasonably  satisfactory  to  Lessor,  duly
executed by the assignee,  in which such assignee  shall assume  observance  and
performance  of,  and  agree to be bound by,  all of the  terms,  covenants  and
conditions of this Lease on Lessee's part to be observed and performed.

          B. If Lessee  wishes to assign this Lease,  or sublet of the  Premises
other than as  provided  in Article  8(A)  above,  Lessee  first shall so notify
Lessor  ("Lessee's  Notice"),  specifying  the name of the proposed  assignee or
subtenant,  the name of and character of its business and current information as
to the  financial  responsibility  and  standing  of the  proposed  assignee  or
sublessee and shall provide Lessor with such other  information as it reasonably
requests.  A complete copy of the proposed assignment or sublease to be executed
by Lessee and the assignee or subtenant shall accompany Lessee's Notice.

<PAGE>

          C. Lessor may,  within fifteen (15) days after its receipt of Lessee's
Notice,  by notice to Lessee ("Lessor's  Notice"),  (i) require Lessee to assign
the Lease or sublease the Premises to Lessor or (ii)  terminate this Lease as of
the proposed  commencement  date for such  assignment or sublease as though such
date was the original  expiration  date set forth in this Lease,  but, in either
event,  Lessee shall be able to withdraw its Lessee's Notice thereby  nullifying
Lessor's  right to  recapture  all or part of the  Premises or  terminate  Lease
pursuant to this Article.  If Lessor fails to so exercise either of such options
within the time period specified  above, it shall not  unreasonably  withhold or
delay its consent to the  proposed  assignment  or sublease by Lessee,  but such
consent shall be deemed of no effect if assignee or  subtenant,  as the case may
be,  executing and delivering  the  assignment or sublease which  accompanied in
Lessee's  Notice  within  forty-five  (45) days after such consent is given.  If
Lessor does  exercise its option to recapture  all or any part of the  Premises,
then (i) the Basic Rent shall be  proportionately  reduced during such recapture
period, and (ii) Lessor shall not Lease such recaptured space to any assignee or
subtenant proposed by Lessee for a period of 12 months from the date of Lessor's
Notice.

          D. No  assignment  of this Lease shall be  effective  unless and until
Lessee delivers to Lessor duplicate originals of the instrument of assignment to
Lessor duplicate originals of the instrument of assignment (wherein the assignee
assumes  the  performance  of  Lessee's  obligations  under this  Lease) and any
accompanying documents.

          E. No  sublease of all or any part of the  Demised  Premises  shall be
effective unless and until Lessee delivers to Lessor duplicate  originals of the
instrument of sublease (containing the provision  requirement by subdivision (F)
and  any  accompanying  documents.  Any  such  sublease  shall  be  subject  and
subordinate to this Lease.

          F.  Any  such  sublease  shall  contain  substantially  the  following
provision:

          "In the event of a default under any  underlying  lease
          of all or any portion of the  premises  demised  hereby
          which  results in the  termination  of such lease,  the
          subtenant  hereunder shall, at the option of the lessor
          under  any such  lease,  attorn to and  recognize  such
          lessor as landlord  hereunder  and shall  promptly upon
          such   lessor's   request,   execute  and  deliver  all
          instruments  necessary or  appropriate  to confirm such
          attornment  and  recognition.  The subtenant  hereunder
          hereby  waives all rights  under any  present or future
          law to  elect,  by reason  of the  termination  of such
          underlying   lease,   to  terminate  this  sublease  or
          surrender possession of the premises demised hereby."

          G.  Lessor's  consent to any  assignment  or  sublease  shall  neither
release Lessee from its liability for the  performance  of Lessee's  obligations
hereunder  during the  balance  of the Term nor  constitute  its  consent to any
further assignment or sublease.

          H. If Lessor shall give its consent to any assignment of this Lease or
any sublease,  Lessee and any assignee shall, in consideration  therefor, pay to

<PAGE>

Lessor,  50% of all  consideration  received for any  assignment  and 50% of the
rent, as and when received,  in excess of the rent required to be paid by Lessee
for the area sublet computed on the basis of an average square foot rent for the
gross square footage Lessee has leased.

          I. (1) If Lessor  shall  decline to give it  consent  to any  proposed
assignment or sublease,  or if Lessor  exercises  any option under  Subparagraph
8(C) above, Lessee shall indemnify,  defend and hold harmless Lessor against and
from  any and all  loss,  liability,  damages,  costs  and  expenses  (including
reasonable  counsel  fees)  resulting  from any claims that may be made  against
Lessor by the proposed  assignee or sublessee or by any broker or other  persons
claiming a commission or similar  compensation  in connection  with the proposed
assignment or sublease.

          (2) Lessee  agrees that its sole remedy with respect to any  assertion
that Lessor's  failure to consent to any sublet or assignment  violates the term
of this Lease 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.

     .    COMPLIANCE WITH LAW.

          A. The Lessee  covenants and agrees,  at its own cost and expense,  to
comply  with such  regulations  or  requests  as may be  required by the fire or
liability  insurance  carriers  providing  insurance for the Premises,  and will
further comply with such other requirements that may be promulgated by the Board
of Fire Underwriters,  in connection with the use and occupancy by the Lessee of
the Premises in the conduct of its business.

          B.  The  Lessee  covenants  and  agrees  that it will not  commit  any
nuisance,  nor permit the emission of any  objectionable  sound,  noise or odors
which would be violative of any  applicable  governmental  rule or regulation or
would per se create a nuisance.  The Lessee further covenants and agrees that it
will handle and dispose of all rubbish, garbage and waste in connection with the
Lessee's  operations in the Premises in accordance with  reasonable  regulations
established  by the Lessor from time to time in order to keep the Premises in an
orderly  condition and in order to avoid  unreasonable  emission of dirt, fumes,
odors or debris which may  constitute a nuisance or induce pests or vermin.  The
Lessee may maintain a trash receptacle(s) of an appropriate size considering the
size of the Premises in the rear of the Premises.

          C. In case  the  Lessee  shall  fail or  neglect  to  comply  with the
aforesaid statutes,  ordinances,  rules, orders, regulations and requirements or
any of them,  or in case the Lessee shall  neglect or fail to make any necessary
repairs  which are  hereunder  Lessee's  responsibility,  then the Lessor or the
Lessor's  agents may after ten (10) days' notice (except for emergency  repairs,
which may be made  immediately)  enter the  Premises  and make said  repairs and
comply  with  any and  all of the  said  statutes,  ordinances,  rules,  orders,
regulations or  requirements,  at the cost and expense of the Lessee and in case
of the  Lessee's  failure to pay  therefor,  the said cost and expense  shall be
added to the next month's rent and be due and payable as such. This provision is
in addition to the right of the Lessor to terminate  this Lease by reason of any
default  on the  part  of  Lessee,  subject  to the  rights  of  the  Lessee  as
hereinabove mentioned in the manner as in this Lease otherwise provided.

<PAGE>

     .    DAMAGES TO BUILDING.

          A. In case of any  damage  to or  destruction  of any  portion  of the
Building  of which  the  Premises  is a part by fire or other  insured  casualty
occurring during the Term (or previous thereto), which shall render the Premises
untenantable or unfit for occupancy,  which damage cannot be repaired within one
hundred twenty (120) days from the happening of such casualty,  using reasonable
diligence (the foregoing shall be called "Total  Destruction") then, and in such
event, the Term hereby created shall, at the option of the Lessor or the Lessee,
upon  written  notice to the  other  party by  certified  mail,  return  receipt
requested,  within  twenty (20) days of such fire or casualty,  cease and become
null and void from the date of such Total Destruction.  In such event the Lessee
shall  immediately  surrender  the Premises  and the  Lessee's  interest in said
Lease,  to the  Lessor,  and the Lessee  shall only pay rent to the time of such
Total  Destruction  in which event,  the Lessor may re-enter and  re-possess the
Premises thus discharged  from this Lease and may remove all parties  therefrom.
However,  in the event of Total  Destruction  as  hereinbefore  defined,  if the
Lessor and Lessee  shall elect not to cancel  this Lease  within the twenty (20)
days period hereinabove provided,  the Lessor shall thereupon repair and restore
the  same  with   reasonable   speed  and  dispatch,   and  the  rent  shall  be
proportionally  abated after said damage and while the repairs and  restorations
are being made.

          B. In the  event of any  other  insured  casualty  which  shall not be
tantamount to Total Destruction the Lessor shall repair and restore the Premises
with reasonable speed and dispatch, and the rent shall not be abated.

          C. In the event of any  uninsured  casualty,  the  Lessor may elect to
treat the casualty as though it had insurance or it may terminate the Lease.  If
it treats  the  casualty  as  though it had  insurance  then the  provisions  of
Paragraphs 10A and 10B shall apply. The Lessor shall serve a written notice upon
the Lessee by certified mail, return receipt requested,  within twenty (20) days
of the casualty specifying the election which it chooses to make.

          D. In the event of such fire or casualty as above provided wherein the
Lessor shall  rebuild,  the Lessee agrees at its cost and expense,  to forthwith
remove any and all of its equipment,  fixtures,  stock and personal  property as
the same may be required to permit Lessor to expedite  rebuilding and/or repair.
In any event,  the Lessee shall assume at its sole risk the  responsibility  for
damage or security with respect to any such removed fixtures and equipment.

          E. The  Lessee  agrees  that  the  said  Lessor's  agents,  and  other
representatives,  shall have the right to enter into and upon the  Premises,  or
any part thereof,  at all reasonable hours for the purpose of examining the same
upon reasonable  advance written notice of not less than  twenty-four (24) hours
(except  in the event of  emergency),  or making  such  repairs  or  alterations
therein  as may be  necessary  for the safety and  preservation  thereof,  or to
repair  and  maintain  the  common  utilities  without  unduly  or  unreasonably
disturbing the operations of the Lessee (except in the event of emergency).

<PAGE>

          F. The  provisions  of this  paragraph  10 shall  in all  respects  be
subject to the provisions of paragraph 49 hereof.

     .    EMINENT DOMAIN. If Lessee's use of the Premises is materially affected
          due to the taking of 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  Basic  Rent,  and  any
          Additional  Rent, shall be apportioned as of said termination date and
          any Basic or  Additional  Rent paid for any  period  beyond  said date
          shall be repair to Lessee. Lessee shall not be entitled to any part of
          the award for such taking or any payment in lieu  thereof,  but Lessee
          may file a separate claim for any taking of fixtures and  improvements
          owned by Lessee which have not become the Lessor's  property,  and for
          moving  expense,  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 which does not materially  affect the Lessee's
          use and operation,  there shall either be an abatement or an equitable
          reduction of the Basic Rent, and an equitable  adjustment reducing the
          Lessee's  Percentage  as herein  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.

     .    INSOLVENCY OF LESSEE. Either (a) the appointment of a receiver to take
          possession  of all or  substantially  all of the  assets of Lessee not
          discharged  within sixty (60) days from the date of such  appointment,
          or (b) a general assignment by Lessee for the benefit of creditors not
          discharged within sixty (60) days from the date of such assignment, 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 Paragraph 14
          hereof.

     .    LESSOR'S REMEDIES ON DEFAULT.

          A. Each of the  following  shall be deemed a default  by Lessee  and a
breach of this Lease:

               (i) Default in the payment of the Basic Rent or  Additional  Rent
herein  reserved  or any part  thereof for more than ten (10) days after same is
due and payable as in this Lease required.

               (ii) A  default  in the  performance  of any  other  covenant  or
condition  (other  than as set  forth  above)  of this  Lease on the part of the
Lessee to be performed for a period of thirty (30) days after written notice.

               (iii) A breach of Paragraph 12 hereof.

<PAGE>

          B. In case of any such  default  under  subparagraph  13A, at any time
following the expiration of the respective grace periods above mentioned, Lessor
may serve a notice  upon the  Lessee  electing  to  terminate  this Lease upon a
specified  date not less than ten (10)  working  days  after the date of serving
such notice and this Lease shall then expire on the date so specified as if that
date  had  been  originally  fixed as the  expiration  date of the  term  herein
granted.

          C. In case this Lease shall be terminated as hereinbefore provided, or
by summary  proceedings or otherwise,  Lessor or its agents may,  immediately or
any time thereafter,  reenter and resume possession of the Premises or such part
thereof,  and remove  all  persons  and  property  therefrom,  either by summary
proceedings or by a suitable  action or proceeding at law,  without being liable
for any damages therefor and all at the cost and expense of Lessee including but
not limited to the  attorney's  fees of Lessor.  No re-entry by Lessor  shall be
deemed an acceptance of a surrender of this Lease.

          D. In case this Lease shall be  terminated as herein  provided,  or by
summary  proceedings  or  otherwise,  Lessor may, in its own name and in its own
behalf, relet the whole or any portion of the Premises,  for any period equal to
or greater or less than the remainder of the Term, for any sum which it may deem
reasonable,  to any tenant which it may deem suitable and satisfactory,  and for
any use and purpose which it may deem  appropriate,  and in connection  with any
such lease Lessor may make such changes in the character of the  improvements on
the Premises as Lessor may determine to be  appropriate  or helpful in effecting
such lease and may grant concessions or free rent. Lessor shall not in any event
be  required  to pay Lessee  any  surplus  of any sums  received  by Lessor on a
reletting of the Premises in excess of the rent reserved in this Lease.

     .    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  attorneys'  fees, and then to the payment of
          damages in amounts  equal to the 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 Basic Rent and other sums
          herein  agreed  to be paid by  Lessee,  less the net  proceeds  of the
          reletting,  if any,  as  ascertained  from time to time,  and the same
          shall be payable by Lessee on the several  rent days above  specified.

<PAGE>

          Lessee  shall not be entitled  to any surplus  accruing as a result of
          any such reletting. In reletting the Premises as aforesaid, Lessor may
          grant rent concessions, and Lessee shall not be credited therewith. No
          such  reletting  shall  constitute a surrender  and  acceptance  or be
          deemed evidence thereof. If Lessor elects,  pursuant hereto,  actually
          to occupy and use the Premises or any part thereof  during any part of
          the balance of the Term as originally  fixed or since extended,  there
          shall be allowed  against  Lessee's  obligation for rent or damages as
          herein  defined,   during  the  period  of  Lessor's  occupancy,   the
          reasonable  value of such  occupancy,  not to  exceed in any event the
          Basic Rent herein  reserved and such occupancy  shall not be construed
          as a release of Lessee's liability hereunder.

          Alternately,  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  dispossession,  an amount equal to the difference
between the Base 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 any
installments  of Base Rent and Additional  Rent thereafter to become due and the
fair and  reasonable  rental  value of the Premises for the period for which sum
installment  was payable  shall be discounted to the date of such default at the
rate of six (6%) percent per annum.

          Lessee  hereby  waives all right of  redemption to which Lessee or any
person under Lessee might be entitled by any law nor or hereafter in force.

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

     .    SUBORDINATION OF LEASE. This Lease shall be subject and subordinate to
          any underlying  leases and to any mortgage and/or trust deed which may
          now or hereafter  affect the real property of which the Premises forms
          a part, and also to all renewals,  modifications,  consolidations  and
          replacements of said underlying  leases and said mortgage and/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
          first  mortgage  and trust deeds or by any of the  lessors  under such
          underlying leases.

     .    PARKING

          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 allow Lessee the use of one hundred (100) parking spaces
for Lessee's use at the  Building.  Lessee shall have the  exclusive  use of the
entire  east lot for  parking  only.  The east lot is shown  and  designated  on
Exhibit  "A".  The balance of parking  spaces for Lessee  shall be in the center
parking lot and shall not be reserved or designated. Lessee shall have the right
to install signs upon Lessor's  prior approval not to be  unreasonably  withheld
indicated  the  parking in the east lot is  reserved  exclusively  for  Lessee's
parking.

<PAGE>

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

     .    CONSTRUCTION  LIENS.  Lessee shall,  within ten (10) days after notice
          from  Lessor,  discharge  or  satisfy  by  bonding  or  otherwise  any
          construction  liens  for  materials  or  labor  claimed  to have  been
          furnished to the Premises on Lessee's behalf.

     .    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  written
          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
          to Lessee's business, however occurring. 20. LESSOR AND LESSEE WORK.

          A.  Lessor's  Work in the Demised  Premises.  Lessor shall deliver the
Demised  Premises  substantially  "vanilla box" condition in accordance with the
requirements set forth in Exhibit "B" "Lessor's Work Done at Lessor's  Expense",
annexed hereto  ("Lessor's  Work").  Lessor shall commence and complete Lessor's
Work as soon as may  practically  be done which shall be as close as possible to
January 1, 1999, but Lessor shall not be liable in any manner whatsoever for its
failure to do so. Any of Lessor's  Work to be done on the  exterior  may be done
either  contemporaneous with Lessee's Work or promptly after Lessee's completion
of its work.

          B. Lessee's Work. Commencement of work.

          1. Promptly after Lessor notifies Lessee that the shell of the Demised
Premises is ready for  commencement of Lessee's Work (as defined below),  Lessee
shall commence and thereafter  complete with due diligence its construction work
and installation of fixtures in accordance with its construction obligations set
forth in Exhibit "C" "Lessee's  Work Done at Lessee's  Expense",  annexed hereto
and in accordance with its Working Plans and  Specifications  attached hereto as
Exhibit  "D"  ("Lessee's  Work").  If Lessee  shall  neglect,  fail or refuse to
commence  its work as aforesaid  and  thereafter  neglects,  fails or refuses to
diligently  proceed with and complete its work, Lessor, in addition to its other
rights and remedies and after thirty (30) days' written  notice given to Lessee,
may (a) complete  Lessee's work at Lessee's  expense,  (b) commence the Term and
all of Lessee's payment obligations hereunder,  notwithstanding the incompletion
of Lessee's  Work,  or (c) declare this Lease  cancelled and of no further force
and effect.

<PAGE>

          2.  Preliminary  Work.  Lessee may, with Lessor's  consent,  enter the
Demised  Premises for preliminary  work before Lessor  completes  Lessor's Work,
provided that  Lessee's  Work is done in a manner that does not  interfere  with
either the completion of Lessor's Work or any of its labor agreements.

          3.  Certificates;  Entry by Lessee.  Lessee shall furnish  Lessor with
copies of all  certificates,  permits and approvals with respect to work done by
Lessee or on its behalf that may be required by any  governmental  authority for
the issuance of a certificate of occupancy.  Lessor shall not be responsible for
any loss or damage to any fixtures or equipment installed or left in the Demised
Premises.   Lessee's  entry  on  and  occupancy  of  the  Premises   before  the
commencement  of this  Lease  shall be  governed  by and  subject  to all of its
provisions, covenants, and conditions, other than those requiring the payment of
Basic Rent and Additional Rent.

          4.  Preliminary  Plans.  Lessee shall  furnish  preliminary  plans and
specifications  incorporating its construction obligations under Exhibit "C" for
Lessor's prior approval within 15 days after Lessor's  architects provide Lessee
with outline plans for the Demised Premises.  Lessor has three (3) business days
to review  the  preliminary  plans.  If  Lessor  fails to object to the plans in
writing  within  the  specified  time  period,  Lessor  shall be  deemed to have
approved  the  plans.   Within  20  days  after  Lessor  approves  the  Lessee's
preliminary  plans and  specifications,  Lessee shall submit  working  plans and
specifications for Lessor's review and prior approval.  The Lessor's approval of
the   preliminary   plans  and   specifications   and  the  working   plans  and
specifications  shall not  constitute  its assumption of any liability for their
compliance or conformity with applicable  building codes and the requirements of
this Lease or for their  accuracy,  and Lessee shall be solely  responsible  for
such plans and specifications. The working plans and specifications shall be for
a modern,  first  class,  fully air  conditioned  office for high tech use.  The
Demised Premises shall be a complete, self-sustaining,  operating unit and be of
a design and character,  and appearance appropriate and in keeping with the rent
of the Building and the neighborhood.

          5.  Approval  of  Contractors.  Any  contractor  used by the Lessee to
perform its work under  Exhibit "C"  "Lessee's  Work Done at Lessee's  Expense",
must  first be  approved  in  writing by Lessor.  Lessor  approves  of  American
Building Group as the Lessee's contractor.

          6.  Construction.  After the Eatontown  Construction  Offices issues a
permit based upon approved  plans and  specifications,  Lessor,  at its expense,
shall with diligence and  continuity,  construct the  improvements in accordance
with the working plans and  specifications  approved by Lessor. All construction
required hereunder shall be performed  diligently,  in conformity with all legal
safety  requirements,  in a good and workmanlike  manner, and in accordance with
the standards required by the municipal  construction  official. No construction
shall be commenced however, until Lessee shall deliver to Lessor the following:

          (A)  Completion  bond.  A  contractors'  completion  bond of a  surety
company or surety  companies (or other  assurances that are  satisfactory to the
Lessor)  running to the Lessor as  obligee,  conditioned  on  completion  of the
building in accordance with approved Plans and Specifications and the provisions

<PAGE>

of this Lease,  free and clear of all  mechanics'  or other  liens and  security
agreements. If the Working Plans or Specifications are subsequently amplified or
modified,  the bond shall  immediately  be modified to include such change.  The
bond shall be in any form and written by any company  which  Lessor may approve,
but such approval shall not be unreasonably withheld.

          7. Time  Limitation.  Notwithstanding  any  provision  to the contrary
herein contained,  Lessee shall comply with all the provisions of this paragraph
and  be  prepared  to  commence  construction,  by  no  later  than  the  second
anniversary of the first day of the Term.

          8.  Delay.  Such   construction   shall  proceed  with  diligence  and
continuity  until  completion,  subject,  however to fire,  strikes,  embargoes,
governmental  restrictions,  unavailability  of construction  materials or other
similar contingencies beyond the Lessee's control.

          9.  Compliance with the Law. The Lessee shall procure all the required
permits for the construction of the improvements and shall, during construction,
comply with all applicable legal  requirements.  Lessee's Work shall comply with
all  applicable  state,  municipal,  and other  governmental  laws,  ordinances,
regulations  and orders,  and with all  requirements of the local Fire Insurance
Rating  Organization  or similar body and of any  liability  for accidents in or
connected with the leased property.  Before the Demised Premises is used for its
designed purpose the Lessee shall obtain and deliver to the Lessor a certificate
of occupancy, or a temporary certificate of occupancy if such is provided for by
law. If a certificate  of occupancy is issued for any part of the Premises,  the
part of the Premises so certified may be occupied.  On Lessee's  demand,  Lessor
shall  promptly  execute all  documents  that require its  signature in order to
obtain such certificate,  but only if, in the opinion of its counsel,  it incurs
no expense or liability thereby.

          10.  Inspection.  During the  construction  of the  Lessee's  Work the
Lessor and its architects or engineers, or both, any, from time to time, inspect
the Premises and require that they be furnished  with copies of all plans,  shop
drawings, and specifications  relating to construction.  If, during construction
or at any time before a final  certificate of occupancy is issued,  Lessor or it
architects or engineers  determine that the Premises is not being constructed in
accordance  with the plans and  specifications,  prompt  written notice shall be
given to Lessee  specifying  in detail the  particular  deficiency,  omission or
other act of nonconformance.  Upon receiving such notice,  Lessee shall take all
necessary steps to make the proper corrections.

          11. Changes and Additions.  If after  construction is begun the Lessee
desires  substantial  changes  in the plans and  specifications  or  substantial
additions thereto, it shall serve upon the Lessor a statement thereof,  together
with appropriate  plans and  specifications  showing in detail the nature of the
proposed changes or additions.  Any change or addition  proposed by Lessee shall
be deemed part of the plans and specifications  approved by both parties unless,
within 20 days after receipt thereof,  Lessor notifies Lessee that it refuses to
accept the proposed change or addition and the reason(s) why.  Lessor,  however,
shall not unreasonably withhold its consent.  Minor changes in work or materials
that do not affect the general  character of the  alteration  may be made in the
plans and specifications at any time without Lessor's approval.

<PAGE>

          21.  INTERRUPTION  OR SERVICES OR USE.  Interruption or curtailment of
any service  maintained in the Building or use of the Premises 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  caused  by  Lessor's
negligence.

          22. UTILITIES.

          A.  The  Lessee  shall  pay  when due all the  rents  or  charges  for
utilities  used by the Lessee  which are or may be assessed or imposed  upon the
Premises or which are or may be charged to the Lessor by the  suppliers  thereof
during the term  hereof.  The  Premises  shall have  separate  meters to measure
utility consumption, except for water. Lessee shall share a water meter with all
other  tenants in the Building  except for Lermer (or their  replacement  in the
west side of the  building).  Lessee  shall pay its  proportionate  share of the
water  charge to Lessor  within  thirty (30) days of a bill  therefor.  Lessee's
charge  shall be based on its  relative  square  frontage  compared to the other
tenants sharing the water meter,  i.e., 74.84%. The water charge shall be deemed
additional rent.

          B. Lessee  covenants  and agrees that at all times its use of electric
current  shall never exceed the capacity of existing  feeders to the Building or
the risers or wiring installation.

          C.  Lessor  shall not be  liable  in any way to  Lessee  for any loss,
damage or expense  which Lessee may sustain or incur as a result of any failure,
defect or change in the  quantity or character of  electrical  energy,  or other
utility,  nor for any  interruption in supply and Lessee agrees that such supply
may be interrupted for repairs and replacement and in emergencies.

          23. ADDITIONAL RENT

          A. Lessee shall  promptly pay to Lessor any increase over the standard
cost of the fire and casualty  insurance for the Building caused by Lessee's use
and operations.  In addition,  Lessee shall pay to Lessor Lessee's Percentage of
the cost of Lessor's casualty and liability insurance premium on the Building in
excess over the cost of same for the policy in effect as the date of this lease.
Such amounts shall be due within  fifteen (15) days of a bill  therefor.  Lessor
shall provide Lessee with reasonable  documentation  upon request of Lessee.

          B. Lessee shall  maintain at its sole cost and expense during the term
hereof:

               1.  rental value insurance against loss of rental or other income
derived from the operation due to the risks referred to in the standard fire and
casualty insurance policy on the Building (including those embraced by "extended
coverage") in an amount equal to the aggregate  amount of the Basic Rent for the
period of one (1) year.

          C. Lessee shall pay annually  Lessee's  Percentage  of the real estate
taxes  assessed  against the Building  Area in excess over the real estate taxes

<PAGE>

assessed  against the Building  Area for 1999 (the "Base  Year").  For the final
year of the lease  term,  the  Lessee  shall  pay only a pro rata  share of such
proportion of any real estate taxes.  The Lessor shall furnish the Lessee with a
statement of the real estate taxes  assessed for each  calendar  year during the
Term. Such amounts shall be due by Lessee to Lessor within thirty (30) days of a
bill therefor.

          24. LESSEE'S  ESTOPPEL.  Lessee shall,  from time to time, on not less
than 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  Paragraph  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.

          25. CONDITION OF PREMISES.  Neither the Lessor nor its agent have made
any representations with respect to the Building, the Premises, or the land upon
which the land is erected,  except as expressly  set forth herein and no rights,
easements or licenses are required by the Lessee by  implication  or  otherwise,
except as expressly set forth in the provisions of this Lease.  The Lessee shall
accept the  Building,  the  Premises  and the  Building  Area in their  existing
condition  and as  provided  in  Paragraph  20A. In no event shall the Lessor be
liable for any defect in such property or for any limitation on its use,  except
as expressly set forth herein.

          26. SECURITY DEPOSIT.  Lessee shall deposit with Lessor on the signing
of this Lease one half of the Security  Deposit as defined on the Reference Page
and the other one half of the  security  deposit by January 1, 1999 as  security
for the performance of Lessee's obligations under this Lease,  including without
limitation,  the  surrender  of  possession  of the Premises to Lessor as herein
provided or,  alternatively,  Lessee may deliver to Lessor an unconditional.  If
Lessor  applies any part of said  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  deposit  on hand at all  times  during  the term of this  Lease.
Lessor,  in the event that the Demised  Premises  are sold,  shall  transfer and
deliver the  security,  as such,  to the  purchaser of the Demised  Premises and
shall notify Lessee  thereof and thereupon  Lessor shall be discharged  from any
further liability in reference thereto.

          The Security  Deposit  (less any portions  thereof used,  applied,  or
retained by Lessor in  accordance  with the  provisions of this  Paragraph  26),
shall be returned  without  interest to Lessee  after the  expiration  or sooner
termination  of this Lease without the fault of the Lessee 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.  In the event of the insolvency of
Lessee or in the event of the entry of a judgment  declaring Lessee insolvent or
bankrupt  in any court  which is not  discharged  within  sixty  (60) 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

<PAGE>

of  America,  then and in such event  Lessor may  require  the Lessee to deposit
additional  security  (herein called the  "Additional  Security  Deposit") in an
amount  which in  Lessor's  sole  reasonable  judgment  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  Additional  Security  Deposit  pursuant  thereto within ten (10) days after
Lessor's written demand shall constitute a default by Lessee.

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

          28. LATE CHARGE.  Lessee  recognizes  that late payment of any rent or
other sum due hereunder will result in  administrative  expenses to Lessor,  the
extent of which  additional  expense is  extremely  difficult  and  economically
impractical to ascertain.  Lessee therefore agrees that if rent or any other sum
is due and  payable  pursuant to this  Lease,  and such  amount  remains due and
unpaid  five (5) work days  after  said  amount  is due,  such  amount  shall be
increased  by a late charge in an amount  equal to five (5%)  percent per month.
The amount of the late charge to be paid by Lessee shall be reassessed and added
to Lessee's  obligation  for each  successive  monthly  period  until paid.  The
provisions of this  Paragraph 28 in no way relieve  Lessee of the  obligation to
pay rent or other  payments on or before the date on which they are due,  nor do
the terms of this Paragraph 28 in any way affect Lessor's  remedies  pursuant to
Paragraph 13 in the event said rent or other payment is unpaid after date due.

          29. A. LESSEE'S LIABILITY INSURANCE. Lessee covenants to provide on or
before  the  Commencement  Date a  comprehensive  policy  of  general  liability
insurance naming the Lessor as an additional named insured,  insuring Lessee and
Lessor against any liability commonly insured against and occasioned by accident
resulting   from  any  act  or  omission  on  or  about  the  Premises  and  any
appurtenances  thereto.  Such  policy is to be written by an  insurance  company
qualified to do business in the State of New Jersey  reasonably  satisfactory to
Lessor.  Such policy or program shall in no way limit the Lessee's  liability to
Lessor pursuant to Paragraph 32 hereof. The policy shall be with limits not less
than  Three  Million  and 00/100  ($3,000,000.00)  Dollars in respect of any one
person, in respect of any one accident,  and in respect of property damage. 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. At least thirty
(30) days prior to the expiration or termination date of any policy,  the Lessee
shall deliver a renewal or  replacement  policy with proof of the payment of the
premium therefor.

          B. LESSOR'S  FIRE  INSURANCE.  Lessor shall keep the Building  insured
against loss or damage by fire with extended coverage endorsement in amounts and
with deductibles similar to the policy Lessor currently has in place.

<PAGE>

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

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

          32. INDEMNITY. Lessee and Lessor shall indemnify and save harmless the
other and their agents  against and from (a) any and all claims arising from any
negligent  or  otherwise  wrongful  act or  omission  of  either or any of their
subtenants or licensees or its or their  employees,  agents or contractors,  and
(b) all costs,  expenses and liabilities  incurred in or in connection with each
such  claim or action  or  proceeding  brought  thereon.  In case any  action or
proceeding  be  brought  against  Lessor or Lessee by reason of any such  claim,
Lessee or Lessor,  as the case may be, upon notice from the other,  shall resist
and defend such action or proceeding.

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

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

          35. INTENTIONALLY OMITTED.

          36.  LESSOR'S  LIABILITY  FOR LOSS OF  PROPERTY.  Lessor  shall not be
liable for any loss of property  from any cause  whatsoever  except for Lessor's
gross negligence or wilful misconduct,  including,  but not limited to, theft or
burglary from the Premises, and Lessee covenants and agrees to make no claim for
any such loss at any time.

          37. PARTIAL INVALIDITY. If any of the provisions of this Lease, or the
application  hereof 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.

<PAGE>

          38. BROKER.  The parties represent and warrant to one another that the
Broker as  defined on the  Reference  Page is the sole  broker(s)  with whom the
parties have  negotiated  in bringing  about this Lease and the parties agree to
indemnify and hold one another 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.  Lessor
shall pay a brokerage commission to Broker pursuant to a separate agreement.

          39.  PERSONAL  LIABILITY.  Notwithstanding  anything  to the  contrary
provided in this Lease, it is specifically understood and agreed, such agreement
being a primary  consideration  for the execution of this Lease by Lessor,  that
there shall be  absolutely  no  personal  liability  on the part of Lessor,  its
successors,  assigns or any  mortgagee in  possession  (for the purposes of this
paragraph,  collectively  referred to as  "Lessor"),  with respect to any of the
terms, covenants and conditions of this Lease, and that Lessee shall look solely
to the equity of Lessor in the Building for the  satisfaction  of each and every
remedy  of Lessee  in the  event of any  breach  by Lessor of any of the  terms,
covenants  and  conditions  of  this  Lease  to be  performed  by  Lessor,  such
exculpation of liability to be absolute and without any exceptions whatsoever.

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

          41. DEFINITIONS.

              A. Lessee's Percentage.  Lessee's  Percentage wherever that phrase
is used, shall be as defined  on the Reference  Page,  which the  parties  agree
reflects  and will be  continually  adjusted  to reflect  the ratio of the gross
square feet of the area rented to Lessee as compared

<PAGE>

with the total  number of gross  square  feet of the entire  Building,  measured
outside wall to outside wall.

               B.  Force  Majeure.  Force Majeure shall mean and  include  those
situations beyond Lessor's  control,  including by way of example and not by way
of  limitation,  failure  of  federal,  state or  municipal  officials  to issue
necessary  permits  or  licenses,  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  of insurance
proceeds.

               C.  Lease  Year.  Lease  Year  shall  mean  each 12 month  period
beginning with the Commencement Date of the Lease, and each anniversary thereof.

          42. LEASE COMMENCEMENT.  Notwithstanding  anything contained herein to
the contrary,  if Lessor, for any reason whatsoever cannot deliver possession of
the Premises as provided for herein to Lessee at the  commencement of the agreed
term as set forth in Paragraph 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 Lease 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 and to terminate  midnight of the day  immediately  preceding
the Termination  Date and if requested by Lessor,  Lessor and Lessee shall, by a
writing  signed  by the  parties,  ratify  and  confirm  said  commencement  and
termination dates.

          43.  NOTICES.  Any  notice  by either  party to the other  shall be in
writing and shall be deemed to have been duly given only if delivered personally
or sent by  overnight  courier  service  providing a receipt  for  delivery in a
postpaid envelope  addressed,  if to Lessee,  at the 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,  in delivery thereof,  and if
sent by overnight courier,  upon the next day after the delivery thereof to such
courier service. Copies of all notices shall also be sent to the following:

         If to Lessee:                               If to Lessor:

         Lowenstein Sandler, P.C.           Sokol, Behot & Fiorenzo
         65 Livingston Avenue               433 Hackensack Avenue
         Roseland, NJ 07068-1791            Hackensack, NJ 07601
         Att: John D. Hogoboom, Esq.        Att: Jeffrey A. Zenn, Esq.
         Fax: (973) 992-5820                          Fax: (201) 488-6541


          44. ACCORD AND SATISFACTION. No payment by Lessee or receipt by Lessor
of a lesser  amount than the Basic Rent and  Additional  Rent payable  hereunder
shall be deemed to be other than a payment on account of the earliest stipulated
Basic Rent and Additional  Rent,  nor shall any  endorsement or statement on any
check  or any  letter  accompanying  any  check or  payment  for  Basic  Rent or
Additional Rent be deemed an accord and satisfaction, and Lessor may accept such

<PAGE>

check or payment  without  prejudice to Lessor's right to recover the balance of
such Basic Rent and Additional  Rent or pursue any other remedy  provided herein
or by law.

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

          46. 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 other change in
operating conditions to restrict  pedestrian,  vehicular or delivery ingress and
egress to particular location.

          47.  RIGHT TO  EXHIBIT.  Lessee  agrees to permit  the  Lessor and the
Lessor's  agents,  employees  or other  representatives  to show the Premises to
persons wishing to rent or purchase the same and Lessee agrees that on and after
nine (9) months next  proceeding the expiration of the Term hereof the Lessor or
the Lessor's agents,  employees or other representatives shall have the right to
place  notices on the front of the  Premises or any part  thereof  offering  the
Premises for rent or for sale and the Lessor hereby agrees to permit the same to
remain  there  without   hindrance  or   molestation   provided  same  does  not
unreasonably interfere with the conduct of Lessee's business.

          48. CORPORATE AUTHORITY.  The undersigned officers and representatives
of the corporation  executing this Lease on behalf of the corporation  represent
and warrant that they are officers of the corporation  with authority to execute
this Lease on behalf of the corporation.

          49.  DAMAGE.  In case of the  destruction of or any damage of any kind
whatsoever  to the  Premises,  the Building or the  Building  Area caused by the
carelessness,  negligence  or improper  conduct on the part of the Lessee or the
Lessee's agents, employees, guests, licensees, invitees, subtenants,  assignees,
or successors, the Lessee shall repair the said damage or replace or restore any
destroyed parts of the Premises as speedily as possible at Lessee's own cost and
expense.

          50. SIGNS. The Lessee shall not place nor allow to be placed any signs
of any kind whatsoever, upon, or in about the said Premises or Building or other
Building Area,  except of a design and structure and in or at such places as may
be indicated  and  consented to by the Lessor in writing.  In case the Lessor or
the Lessor's  agents,  employees or  representatives  shall deem it necessary to
remove  any such  signs in order to paint or make any  repairs,  alterations  or
improvements  in or upon  said  premises  or any  part  thereof,  they may be so

<PAGE>

removed,  but shall be replaced at the Lessor's  expense when the said  repairs,
alterations,  or improvements shall have been completed.  Any signs permitted by
the Lessor shall at all times  conform with all  municipal  ordinances  or other
laws  and  regulations   applicable   thereto,   which  approval  shall  be  the
responsibility of the Lessee.  Lessor intends to install a monument type sign on
the front lawn of the Building  Area.  Lessor  agrees to place  Lessee's name on
such  sign.  The size of the  Lessee's  name shall be equal to the others on the
sign and shall be second from the top.

          51. MISCELLANEOUS.

              A.  Lessee shall not  be  entitled to exercise  any  other  option
granted to it  by  this  Lease  at  any  time when  Lessee is in  default in the
performance or observance of any of the covenants, agreements, terms, provisions
or conditions  on its part to be  performed  or observed  beyond the  applicable
grace period provided in this Lease.

              B. This Lease shall be governed by and construed under the Laws of
the State of New Jersey.

              C. This Lease is an amended and restated Lease and shall supersede
and  take priority over all agreements, written or otherwise, between Lessor and
Lessee.

          52. NEW JERSEY INDUSTRIAL SITE RECOVERY ACT

              A. Lessee shall,  on or before  the  date which is four (4) months
prior to the Termination Date, deliver to Lessor evidence of its compliance with
the New Jersey Industrial Site Recover Act (N.J.S.A. 13:1K-6 et seq.) (ISRA). In
the  event  that  the Lessee fails to deliver such  evidence to the Lessor on or
before  the  Termination  Date,  then, and in such event and for every month or
portion  of  month  thereafter,  the  obligation  of  the Lessee to pay rent and
other charges pursuant to this Lease shall be extended one (1) month  beyond the
Termination Date.

              B. The Lessee  agrees  to  defend, indemnify and hold harmless the
Lessor  from  and   against  any  and  all  losses  and costs  and  expenses  of
litigation  incurred  by  the Lessor arising out of Lessee's use of the Premises
and which are in any way connected with the  application of the New Jersey Spill
Compensation  and  Control  Act  (N.J.S.A.  58:10-23 et seq.),  the  New  Jersey
Industrial  Site Recovery  Act (N.J.S.A.  13:1K-6  et  seq.),  the Comprehensive
Environmental Response  Compensation  Liability Act of 1980 (Pub. L. No. 96-510,
94th Stat. 2767,  1980),  the New Jersey Air  Pollution  Control Act  (N.J.S.A.
26:2C-1 et seq.),  the Resource  Conservation  Recovery Act (42 U.S.C.  6901 et
seq.),  the  Clean Air Act (42 U.S.C. 7401 et seq.) and  any  similar  state  or
federal statutes (collectively,  "Environmental  Laws")  to the Demised Premises
or  any  part thereof. The Lessee covenants and  agrees  to  take  all necessary
steps in order to prevent  any liens  pursuant to the  Environmental  Laws from
attaching  to the  Demised  Premises.  Lessor  acknowledges the presence, now or

<PAGE>

formerly, of  certain  hazardous  materials  at  the  Building  Area  which  are
currently under investigation under ECRA case #87920 with the N.J. Department of
Environmental Protection.

               C.  Lessee shall not cause or permit  to exist as a result  of an
intentional  or  unintentional  action  or  omission  on its  part a  releasing,
spilling,  leaking,  pumping,  emitting,  pouring,  emptying  or  dumping  of  a
"hazardous  substance",  as such term is defined in  N.J.S.A.  58:10-23.11(b)(k)
into the waters of the State of New Jersey or onto the lands from which it might
flow or drain into said waters or into waters  outside the  jurisdiction  of the
State of New Jersey or damage may result to the lands, waters, fish,  shellfish,
wildlife,  biota,  air or  other  resources  owned,  managed,  held in  trust or
otherwise  controlled by the State of New Jersey,  unless such  release,  spill,
leak,  etc. is pursuant to and in compliance  with conditions of a permit issued
by the appropriate federal or state governmental authorities.

               D. In the  event  there  should  be  filed  a  lien  against  the
Demised  Premises  by  the  New  Jersey  Department of Environmental  Protection
pursuant to and in accordance with the provisions of N.J.S.A.  58:10-23.11(f)(f)
as a result of  the  Chief  Executive to  the New Jersey Spill compensation Fund
having  expended  monies  from  said Fund to pay for "damages",  as said term is
defined in N.J.S.A. 58:10-23.11(g)  and/or "cleanup and removal costs",  as said
term is defined in N.J.S.A.  58:1-23.11(b)(d),  or in the event a lien  is filed
against  the  Demised  Premises  by the United States  Environmental  Protection
Agency pursuant to the Comprehensive and Environmental Response Compensation and
Liability Act of 1980, arising from an  intentional  or  unintentional action or
omission of Lessee of Lessee's sublessee resulting in the  releasing,  spilling,
pumping,  pouring, emitting,  emptying  or dumping of "hazardous substances", as
such term is defined in N.J.S.A. 58:10-23-11(b)(k) into the waters of the State
of New Jersey or onto lands from which it might flow or drain into said  waters,
then Lessee shall be in default of this Lease and shall, within thirty (30) days
from the day Lessee is given  notice that the lien has been  placed  against the
Demised  Premises or within such  shorter  period of time in the event the State
of New Jersey  or  the United States Government has commenced steps to cause the
Demised Premises to  be  sold pursuant to the lien, either (1) pay the claim and
remove the lien  from  the Demised Premises;  or (2) furnish (or lay) (i) a bond
satisfactory to the Lessor  in  the  amount of  the  claim out of which the lien
arises;  or (ii)  other  security  reasonably  satisfactory  to the Lessor in an
amount  sufficient to discharge the claim out of which the lien arises.

               E. Lessee's use and any sublessee's  use of the Demised  Premises
during  the  Term  will  not  involve  the  generation,  manufacture,  refining,
transport,  treatment,  storage,  handling or disposing of "hazardous  waste" or
"hazardous  substances",  as those  terms are  defined in the New  Jersey  Spill
Compensation and Control Act which shall be in violation of the New Jersey Spill
Compensation  and Control  Act. In the event the Lessee or any  sublessee  shall
breach  this  provision  or in any way  conduct  its  operation  on the  Demised
Premises  or permit the  Demised  Premises  to be used and  maintained  so as to
subject to the Lessee or any  sublessee  of the  Demised  Premises to a claim or
violation, the Lessee shall immediately remedy and fully cure such condition, at
its own cost and expense,  or cause such condition to be cured and shall defend,
indemnify  and save  harmless  the  Lessor  from any and all  damages,  remedial
orders,  judgments  or decrees  and all costs and  expenses  related  thereto or
arising  therefrom,  including,  but not limited to, attorneys' and consultants'
fees, cleanup, removal and restoration costs and loss rentals.

<PAGE>

               F.  Lessee  hereby  agrees to execute  such  documents  as Lessor
reasonably  deems  necessary  to make such  applications  as  Lessor  reasonably
requires  to  assure  compliance  with  ISRA.  Lessee  shall  bear all costs and
expenses incurred with any required ISRA compliance  resulting from Lessee's use
of the Demised  Premises,  including,  but not limited to,  state  agency  fees,
engineering fees, cleanup costs, filing fees and suretyship expenses. As used in
this Lease,  ISRA compliance shall include  applications for  determinations  of
non-applicability   by  appropriate   governmental   authority.   The  foregoing
undertaking  shall survive the termination or sooner expiration of the Lease and
the surrender of the Demised Premises,  and also shall survive the sale or lease
or assignment of the Demised Premises by Lessor.  Lessee agrees to indemnify and
hold Lessor  harmless from any violation of ISRA  occasioned by the Lessee's use
of the Demised Premises.

               G. In the event  Lessee  fails to  comply  with ISRA as stated in
this Section as of the termination or sooner expiration of the Lease, the Lessee
shall be  responsible  to pay all rents and other  charges as  provided  in this
Lease,  together with any and all other charges incurred in obtaining compliance
with  ISRA  and  all  regulations   promulgated  thereunder  from  the  date  of
termination  of the Lease until such time as evidence  of full  compliance  with
ISRA has been delivered to the Lessor.

          53. RESERVATION OF EASEMENT.  The Lessor reserves the right,  easement
and privilege to enter on the Premises in order to install,  at its own cost and
expense,  any  storm  drains  and  sewers  and/or  utility  lines in  connection
therewith or borings or  monitoring  wells as may required by the Lessor.  It is
understood and agreed that if such work as may be required by Lessor requires an
installation  which may  displace  any paving,  lawn,  seeded area or shrubs the
Lessor shall,  at its own cost and expense,  restore said paving,  lawn,  seeded
area or  shrubs.  The  Lessor  covenants  that  the  foregoing  work  shall  not
unreasonably  interfere with the normal operation of Lessee's business,  and the
Lessor shall  indemnify  and save the Lessee  harmless in  connection  with such
installations.

          54. AIR, WATER AND GROUND POLLUTION.

               A. The  Lessee  expressly  covenants  and  agrees  to  indemnify,
defend,  and save the Lessor  harmless  against  any claim,  damage,  liability,
costs, penalties, or fines which the Lessor may suffer as a result of Air, Water
or Ground Pollution caused by the Lessee in its use of the Premises.  The Lessee
covenants  and agrees to notify the  Lessor  immediately  of any claim or notice
served upon it with respect to any such claim the Lessee is causing  Water,  Air
or Ground Pollution;  and the Lessee, in any event, will take immediate steps to
halt,  remedy or cure any pollution of Air,  Water or Ground caused by Lessee by
its use of the  Premises.  The within  covenant on the part of the Lessee  shall
survive the expiration or earlier termination of this Lease.

               B. The  Lessor  expressly  covenants  and  agrees  to  indemnify,
defend,  and save the Lessee  harmless  against  any claim,  damage,  liability,
costs, penalties, or fines which the Lessee may suffer as a result of Air, Water
or Ground  Pollution  caused by the Lessor or prior  owners or  occupants of the

<PAGE>

Building  prior to the date of this Lease.  The Lessor  covenants  and agrees to
notify the Lessee  immediately of any claim  regarding  prior pollution and will
take  immediate  steps to remedy or cure any  pollution of Air,  Water or Ground
which is the  Lessor's  responsibility  pursuant to this  paragraph.  The within
covenant  on the part of the Lessor  shall  survive  the  expiration  or earlier
termination of this Lease.

          55.  AMENDMENTS  REQUIRED BY LENDER.  If in connection  with obtaining
financing for the Building,  or any other land or any other improvements on land
owned by Lessor or its related entities,  a bank,  insurance  company,  or other
recognized  institutional  lender shall request reasonable  modifications (other
than  modifications  which effect Lessee's financial  obligations  hereunder) in
this  Lease as a  condition  to such  financing,  Lessee  will not  unreasonably
withhold,  delay or defer its consent thereto,  provided that such modifications
do not increase the obligations of Lessee  hereunder or materially  decrease the
obligations of Lessor hereunder.  In addition  thereto,  Lessee shall furnish to
any such mortgagee or proposed  mortgagee,  copies of Lessee's latest  financial
statements,   if  any,  duly  certified  by  an  independent   certified  public
accountant, or if no such certified statement is available, then such statements
shall be certified by the president of Lessee. If Lessee has no such statements,
Lessee shall provide such alternate  financial  information as may reasonably be
required by the mortgagee or proposed mortgagee.

          56. RENEWAL OPTION.

               A. Subject to the  provisions of paragraph  56(B)  below,  Lessee
shall have the  option  to  renew  ("Renewal  option")  this  Lease  for two (2)
additional  terms  of  Five (5)  years (the "Renewal Terms") which Renewal Terms
shall commence upon the next day  following  the  Termination  Date.  The terms,
covenants and  conditions during the Term shall be carried over into the Renewal
Terms,  except as specifically set forth below.

                    (1) The Basic Rent  during the first  Renewal  Term shall be
$1,545,882.00 dollars payable in monthly installments of $25,764.71 dollars.

                    (2) The Basic Rent during the second  Renewal  Term shall be
$1,776,691.00 payable in monthly installments of $29,611.52.

              B.  Lessee's  Renewal Option shall be conditioned upon and subject
to each of the following:

                    (1) Lessee shall notify Lessor in writing of its exercise of
its  Renewal  Option at least six (6)  months,  but not more  than  twelve  (12)
months,  prior to the  Termination  Date  and/or  the  termination  of the First
Renewal Term.

                    (2) At the time Lessor receives  Lessee's notice as provided
for in B(1) above and at the  Termination  Date  and/or the  termination  of the
First Renewal Term, Lessee shall not be in default under the terms or provisions
of this Lease and Lessee  shall not have  subleased  any  portion of the Demised
Premises.

<PAGE>

                    (3) Lessee shall have no further  renewal  option other than
the Renewal Option.

                    (4) This  Renewal  Option  shall be deemed  personal  to the
Lessee and may not be assigned without the express written consent of Lessor.

                    (5)  Lessor  shall  have  no  obligation  as to any  work or
perform any services for the Renewal Terms with respect to the Demised  Premises
which Lessee agrees to accept them in "as is" condition.

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

                                            611 Industrial Way, L.L.C., Lessor


                                            By:  /s/Gerald Shulman
                                                 _______________________________
                                                 Gerald Shulman, MANAGER





                                            Logimetrics, Inc., Lessee


                                            By:  /s/Norman M. Phipps
                                                 _______________________________
                                                 Norman M. Phipps, President

<PAGE>


                                   EXHIBIT "B"


                     LESSOR'S WORK DONE AT LESSOR'S EXPENSE



1.   New concrete floors in the Non-Land Tech space

2.   Sewer hook up to future bathroom areas

3.   Roof mounted HVAC - distribution by Lessee

4.   Point of attachment and meter for Lessee's electrical service @ 1,200 amps

5.   One drive-in door at rear of building

6.   One dock height door at rear of building

7.   Installation of exterior dri-vit, windows and doors as provided in the Land
     Tech  space.  Dri-vit to be  extended  in front to include  Premium  Coffee
     space.

8.   Landscaping consistent with neighborhood

9.   Resurface parking area on eastern side of building including striping


<PAGE>


                                   EXHIBIT "C"


                     LESSEE'S WORK DONE AT LESSEE'S EXPENSE




<PAGE>

                                   EXHIBIT "D"


               Working Plans and Specifications for Lessee's Work


<PAGE>

                                TABLE OF CONTENTS

                                                                        Page No.

Paragraph

                  REFERENCE PAGE

1.   DESCRIPTION                                                           -1-

2.   TERM                                                                  -1-

3.   BASIC RENT                                                            -1-

4.   USE AND OCCUPANCY                                                     -1-

5.   CARE AND REPAIR OF PREMISES                                           -1-

6.   ALTERATIONS, ADDITIONS OR IMPROVEMENTS                                -2-

7.   ACTIVITIES INCREASING FIRE INSURANCE RATES                            -2-

8.   ASSIGNMENT AND SUBLEASE                                               -2-

9.   COMPLIANCE WITH LAW                                                   -3-

10.  DAMAGES TO BUILDING                                                   -4-

11.  EMINENT DOMAIN                                                        -5-

12.  INSOLVENCY OF LESSEE                                                  -6-

13.  LESSOR'S REMEDIES ON DEFAULT                                          -6-

14.  DEFICIENCY                                                            -7-

15.  SUBORDINATION OF LEASE                                                -8-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

16.  PARKING                                                               -9-

17.  RIGHT TO CURE LESSEE'S BREACH                                         -9-

18.  CONSTRUCTION LIENS                                                    -9-

19.  RIGHT TO INSPECT AND REPAIR                                           -9-

20.  LESSOR AND LESSEE WORK                                                -9-

21.  INTERRUPTION OR SERVICES OR USE                                       -9-

22.  UTILITIES                                                            -10-

23.  ADDITIONAL RENT                                                      -10-

24.  LESSEE'S ESTOPPEL                                                    -10-

25.  CONDITION OF PREMISES                                                -11-

26.  SECURITY DEPOSIT                                                     -11-

27.  WAIVER OF TRIAL BY JURY                                              -12-

28.  LATE CHARGE                                                          -12-

29.  LESSEE'S LIABILITY INSURANCE                                         -12-

30.  NO OTHER REPRESENTATIONS                                             -13-

31.  QUIET ENJOYMENT                                                      -13-

32.  INDEMNITY                                                            -13-

33.  PARAGRAPH HEADINGS                                                   -13-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

34.  APPLICABILITY TO HEIRS AND ASSIGNS                                   -13-

35.  INTENTIONALLY OMITTED                                                -13-

36.  LESSOR'S LIABILITY FOR LOSS OF PROPERTY                              -13-

37.  PARTIAL INVALIDITY                                                   -14-

38.  BROKER                                                               -14-

39.  PERSONAL LIABILITY                                                   -14-

40.  NO OPTION                                                            -14-

41.  DEFINITIONS                                                          -14-

42.  LEASE COMMENCEMENT                                                   -15-

43.  NOTICES                                                              -15-

44.  ACCORD AND SATISFACTION                                              -15-

45.  EFFECT OF WAIVERS                                                    -16-

46.  LESSOR'S RESERVED RIGHT                                              -16-

47.  RIGHT TO EXHIBIT                                                     -16-

48.  CORPORATE AUTHORITY                                                  -16-

49.  DAMAGE                                                               -16-

50.  SIGNS                                                                -17-

51.  MISCELLANEOUS                                                        -17-

<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

52.  NEW JERSEY INDUSTRIAL SITE RECOVERY ACT                              -17-

53.  RESERVATION OF EASEMENT                                              -19-

54.  AIR, WATER AND GROUND POLLUTION                                      -20-

55.  AMENDMENTS REQUIRED BY LENDER                                        -20-

          EXHIBIT "A"

          EXHIBIT "B"

          EXHIBIT "C"

          EXHIBIT "D"


<PAGE>

                                 RIDER TO LEASE
                            DATED NOVEMBER 30, 1998,
                      BETWEEN LOGIMETRICS, INC., AS LESSEE,
                    AND 611 INDUSTRIAL WAY, L.L.C., AS LESSOR
                     _______________________________________

          References  to  "Premises"  shall mean the premises  leased by Lessee;
references  to  "Building"  shall mean the building of which the Premises form a
part;  references to "Real  Property"  shall mean the entire tax lot and all the
improvements thereon of which the Building and Premises form a part;  references
to "Lease"  shall mean the lease to which this rider is attached;  references to
"Lease  Documents"  shall mean the Lease,  this rider, any Rules and Regulations
issued by Lessor and any other  applicable  documents,  exhibits,  or  schedules
which  may be part of the  Lease;  reference  to  "Lease  Term"  shall  mean the
duration of the initial term and all renewal or extension  periods  provided for
in the Lease;  and  reference to  "Business  Day" shall mean all days other than
Saturdays, Sundays, and legal holidays.

          Any  term  or  provision  contained  in  the  Lease  to  the  contrary
notwithstanding:

          1.   In the event of any inconsistency among the Lease Documents,  the
               terms and  conditions of this rider shall prevail over the Lease,
               including any other riders, exhibits or schedules,  and the terms
               and conditions of the Lease, including any exhibits or schedules,
               shall  prevail  over the Rules  and  Regulations  established  by
               Lessor.

          2.   Intentionally Omitted.

          3.   Lessor  represents that,  during the Lease Term, it will maintain
               and operate the Building in a manner  consistent  with the office
               buildings in the vicinity of the Real Property.

          4.   Lessor represents that the HVAC systems serving the Premises will
               be sufficient to maintain  temperatures within the Premises below
               75 degrees Fahrenheit and above 70 degrees Fahrenheit.

          5.   Lessee  shall have 24 hour / 7 day a week access to the  Premises
               and  during all such times HVAC  service  shall be  available  to
               Lessee.

          6.   Lessor  shall  be  responsible  for   maintenance,   repairs  and
               replacements  to  the  Premises  (except  those  necessitated  by
               Lessee's  negligence)  associated with (a) correcting all defects
               in   construction  of  the  work  specified  in  Exhibit  B;  (b)
               correcting  defects  in  construction  to the  Premises  and  the
               Building  (except for the  construction  set forth in Exhibit C);
               (c)  maintaining   (including  snow,  ice  and  debris  removal),
               repairing,  replacing and repainting/re-striping,  paving, curbs,
               walkways,  parking areas,  and  driveways;  (d) real estate taxes
               (except as set forth herein as to increases in real estate taxes)

<PAGE>

               assessments and other governmental  charges levied or assessed on
               the  Building;  (e)  maintaining,  repairing  and  replacing  the
               landscaping on or about the Real  Property;  and (f) the Building
               not otherwise specifically assumed by Lessee in this Lease.

          7.   Lessor shall use its reasonable good faith efforts to perform all
               maintenance,  repairs and replacements  which Lessor is obligated
               to perform  pursuant to the terms of this Lease (i) in a good and
               workman like manner and (ii) as promptly as practically possible.
               In the event that  Lessor  shall fail to  provide  any  essential
               service required in the Lease Documents to be provided by Lessor,
               which  failure  results in  Lessee's  use of the  Premises  being
               materially  impaired for thirty (30) days after  Lessee  provides
               Lessor  of  written  notice  of  same  (provided,  however,  that
               conditions which reasonably require more than thirty (30) days to
               cure, Lessor shall be required to commence and reasonably proceed
               with curing same and Lessee may not exercise the remedy set forth
               below if Lessor  commences  and  proceeds to cure such  condition
               during such thirty (30) day time  period)  Lessee  shall have the
               right  to  take  any one or more  of the  following  actions:  to
               terminate the Lease, upon five (5) days advance notice to Lessor,
               to make essential repairs itself and deduct the cost thereof from
               rent due,  to sue for  damages,  or to sue  Lessor  for  specific
               performance of its obligations.

          8.   During  the  twelve   (12)  month   period   commencing   on  the
               Commencement  Date  (the  "Lessor  HVAC  Period"),  Lessor  shall
               procure  and  maintain  a service  contract  for the  inspection,
               service,  maintenance  and  repair  of the HVAC  (the  inspection
               pursuant to such contract shall be made at least quarterly).  The
               identity of the  contractor  and the terms and  conditions of the
               contract shall be subject to Lessee's reasonable approval. Copies
               of reports  and  inspections  made  thereunder  shall be promptly
               supplied to Lessee.

               Upon  the  conclusion  of the  Lessor  HVAC  Period  through  the
               termination of the Lease Term,  Lessee shall procure and maintain
               a service contract for the inspection,  service,  maintenance and
               repair  of the HVAC (the  inspection  pursuant  to such  contract
               shall be made at least quarterly). The identity of the contractor
               and the terms and  conditions of the contract shall be subject to
               Lessor's reasonable  approval.  Copies of reports and inspections
               made thereunder shall be promptly supplied to Lessor.

          9.   Upon termination of the Lease, Lessee shall be entitled to remove
               all of its personal property and trade fixtures  (including,  but
               not  limited to, the four unit Task  U.S.A.,  Inc.  air  handling
               system  installed by Lessee  consisting of two  TSCO43-OD  blower
               units, one TSEO53FJ heating/cooling/humidity control unit and one
               SRCF48-UO3D  condensing  unit),  provided  that it  restores  the
               Premises to its  condition at the  Commencement  Date (as defined
               below),  reasonable  wear  and tear  and  subsequent  alterations
               approved by Lessor excepted. In no event shall Lessee be required
               to paint,  paper or resurface any wall,  floor,  ceiling or other
               finishes.

<PAGE>

          10.  Any right of Lessor to incur any expense or obligation  for which
               it may charge Lessee or to exercise any right to store, remove or
               sell Lessee's  personal  property may be exercised  only upon ten
               (10) days' advance  written notice to Lessee,  such notice giving
               Lessee the  opportunity  to undertake the work or otherwise  take
               such actions as will  eliminate the necessity for Lessor to incur
               such expense or obligation or exercise such right.

          11.  Lessee shall have the right to make non-structural alterations to
               the  Premises  costing  up to  $30,000  in any  instance  without
               Lessor's prior  consent;  provided,  however,  Lessee must obtain
               Lessor's consent,  which shall not be unreasonably  withheld,  if
               Lessee  desires to excavate any part of the floor of the Premises
               or cut open or make any exterior  alterations  to the roof of the
               Premises.  Notwithstanding  the  foregoing,  Lessee shall provide
               Lessor  notice  of all such  alterations  and such  notice  shall
               include a brief description of any such alterations.  Alterations
               costing  in  excess  of  $30,000  in any  instance  will  require
               Lessor's  consent,  which will not be  unreasonably  withheld  or
               delayed.

          12.  Intentionally omitted.

          13.  Any right of Lessor to make  alterations or  improvements  to the
               Premises   shall  be  exercised   only  if  the  making  of  such
               alterations  or  improvements   will  not  unreasonably   disturb
               Lessee's use and occupancy of the Premises.

          14.  Any  right of entry  into the  Premises  granted  to  Lessor  for
               repairs,  alterations  or other  purposes shall be exercised with
               prior written  notice to Lessee (except in the case of emergency)
               and in a reasonable manner.

          15.  In the event of a taking by public  authority or otherwise  which
               permanently  reduces  the  area  of the  Premises  so  that it is
               rendered  unfit,  in Lessee's  reasonable  opinion,  for Lessee's
               purposes, Lessee shall have the right to terminate the Lease.

               Lessee and anyone claiming under it at its and their expense may,
               jointly  with  Lessor,  claim and prove,  if so  allowed,  in the
               proceedings  related to any condemnation  awards, and may receive
               therefrom  such portion  thereof as  represents  the value of the
               alterations, additions, installations and improvements made by or
               for  the  account  of  Lessee   (except  any  such   alterations,
               additions,  installations  and  improvements set forth on Exhibit
               "C" to the Lease) and anyone  claiming  under it in the Premises,
               but not more than the total  expenditures  for such  alterations,
               additions,  installations and improvements less depreciation from
               the respective date of the making of such alterations, additions,
               installations or improvements to the date of the taking, computed

<PAGE>

               on a straight line basis over the term of the Lease or the useful
               life  of  such  item,   which  ever  is   shorter.   Furthermore,
               notwithstanding  the  foregoing  provisions,  Lessee  and  anyone
               claiming under it shall be entitled to appear,  claim,  prove and
               receive, if allowed,  an award for personal property,  relocation
               and moving expenses.

          16.  Lessor shall have the right to exercise the remedies  provided in
               the Lease  only if (a) any  default  by Lessee in the  payment of
               rent  shall  not be cured  within  ten (10) days of the date such
               payments is due, or (b) a default by Lessee in the performance of
               any other  obligation  under the  Lease,  or the  existence  of a
               condition  considered  to be an event of default by Lessee  under
               the Lease,  which shall not be cured  within  thirty (30) days of
               written  notice thereof by Lessor to Lessee,  provided,  however,
               that for defaults or  conditions  which  reasonably  require more
               than  thirty  (30)  days to cure,  Lessee  shall be  required  to
               commence and  reasonably  proceed with curing same and Lessor may
               not exercise  such  remedies if Lessee  commences and proceeds to
               cure such defaults or conditions.

               The term  "default"  or "event of  default"  as used in the Lease
               Documents shall refer either (a) to Lessee's  wrongful failure to
               pay rent  when  due or (b) any  material  failure  of  Lessee  to
               perform its obligations or cure a condition deemed to be an event
               of default under the Lease Documents.

          17.  Lessor  shall have the  obligation  to  reasonably  mitigate  its
               damages in the event of any default by Lessee in its  obligations
               under the Lease Documents.

          18.  Any  subordination  provision  contained  in the Lease,  relating
               either to ground leases or  mortgages,  is subject to the express
               condition that so long as Lessee is not in material default under
               the Lease  Documents  (a) Lessee  will not be made a party in any
               action or proceeding brought by any person having rights superior
               to Lessee to recover  possession  of the Premises or to foreclose
               any  mortgage or for any other  relief  sought,  and (b) Lessee's
               possession  hereunder  shall not be  disturbed.  Lessor agrees to
               deliver to Lessee letters or agreements from any holder of rights
               superior  to Lessee,  including  mortgagees  and ground  lessors,
               recognizing  Lessee's  rights  hereunder,  such  delivery to take
               place prior to the Commencement  Date. Such letters or agreements
               shall be in the form  regularly  used by any  such  mortgagee  or
               ground   lessor  for  the  purpose  of   providing   tenants  the
               non-disturbance protections set forth above.

          19.  The parties  contemplate  that the Term shall commence on January
               1, 1999;  provided,  however,  the Lease Term shall only commence
               upon the  substantial  completion of Lessor's Work (excluding (i)
               Lessor's  obligation  to repave and  restripe  the  paving  areas
               identified in Exhibit "B" which repaving and  restriping  will be
               completed on or before May 15, 1999 and (ii) Lessor's  obligation
               to install  exterior  dri-vit on and around the  exterior  of the
               Premises and the exterior portion of the Building now occupied by
               Premium Coffee which will be completed on or before May 15, 1999;
               provided,  however, Lessor shall, prior to January 1, 1999, apply
               a skim coat of concrete on all exterior  portions of the Building
               where dri-vit does not currently  exist  (excluding  the roof and
               the rear  (south  side) of the  Building)  and paint same a color

<PAGE>

               consistent  with  the  color  of  the  existing  dri-vit.  It  is
               understood  that  Lessor has no  obligation  to install  exterior
               dri-vit or a skim coat of concrete  on the rear  (south  side) of
               the Building, however, Lessor shall be obligated to (i) paint the
               rear (south side) of the Building  prior to January 1, 1999 (such
               paint  to  be of a  color  consistent  with  the  other  exterior
               portions of the  Building) and (ii) repaint the rear (south side)
               of the Building when same is in need of repainting.  Lessor shall
               notify  Lessee in writing  when  Lessor's  Work is  substantially
               completed.  The Lease Term  shall  commence  on the tenth  (10th)
               Business  Day  following  Lessee's  receipt of such  notice  (the
               "Commencement   Date").   In  the  event  Lessor's  Work  is  not
               substantially complete by February 1, 1999, subject to extensions
               for  delays  caused by  Lessee,  Lessee  shall  have the right to
               terminate  the Lease by written  notice to Lessor,  whereupon the
               Lease shall be null and void and all moneys paid by Lessee  shall
               be refunded by Lessor.  Lessor shall  perform  Lessor's Work in a
               first class,  workmanlike manner. If there are any latent defects
               or "punch  list"  items,  Lessor  agrees to correct  them  within
               thirty  (30) days  following  notice  from  Lessee  after  Lessee
               occupies the  Premises.  In no event shall Lessee be obligated to
               pay any amounts of Base Rent or  Additional  Rent until such time
               as Lessor's Work is substantially complete. During all such times
               while  Lessee  is  performing   fix-up,   furnishing   and  other
               preparations  for  occupancy,  all of the terms and conditions of
               this Lease shall be  effective  except for those  calling for the
               payment of Rent or Additional Rent.

          20.  Lessee  should  be  permitted  to,  and  will  not be  deemed  in
               occupancy by virtue of, performing Lessee fit-up,  furnishing and
               other  preparations for occupancy prior to the Commencement Date.
               During  all  such  times  while  Lessee  is  performing   fit-up,
               furnishing and other preparations for occupancy, all of the terms
               and conditions of this Lease shall be effective  except for those
               which call for the payment of Rent or Additional  Rent. After the
               execution of this Lease,  Lessee shall be permitted to occupy and
               operate its  business  out of the  approximately  seven  thousand
               (7,000) square feet of the Premises (the "Land Tech Space") which
               is identified as the "Demised  Premises" or "Premises" under that
               certain Lease,  dated January 15, 1998, by and between Lessor and
               Land Tech Remedial, Inc. (the "Land Tech Lease"). During all such
               times while Lessee is occupying  the Land Tech Space,  all of the
               terms and conditions of this Lease shall be effective  except for
               those  which  call for the  payment of Rent or  Additional  Rent,
               provided  however,  during  all  such  times  that  Lessee  is in
               occupancy of the Land Tech Space, Lessee shall pay to Lessor that
               "Basic  Rent"  due  under the Land Tech  Lease  (the  "Land  Tech
               Rent"), provided,  further,  however,  Lessee's obligation to pay
               the Land Tech Rent shall  cease on the earlier of (i) the date on
               which  this  Lease  terminates  or (ii) the date on which  Lessee
               begins making payments of Rent and/or  Additional Rent under this
               Lease.

          21.  "Additional  Rent" as  referred to in the Lease shall not include
               the following:  (a) the cost of construction of any  improvements
               on the Real  Property,  including  any  addition,  alteration  or
               refurbishing  of space leased to other  lessees in the  Building;

<PAGE>

               (b)  expenses  for  repairs  or other  work  occasioned  by fire,
               windstorm or other casualty in excess of a reasonable  deductible
               amount  provided  in  Lessor's  insurance  policy;  (c)  expenses
               incurred in leasing or  procuring  new  lessees for the  Building
               (e.g. commissions,  advertising, renovation and legal); (d) legal
               expenses  in  enforcing  the terms of any lease  other  than this
               Lease;  (e)  interest or principal  amortization  payments on any
               mortgage;  (f) any corporate franchise or net worth taxes, income
               taxes (state and federal), personal property taxes, excess profit
               taxes,  license,  inspection  and permit  fees;  (g) any expenses
               incurred  for which  Lessor has a right of  reimbursement  from a
               lessee in the Building; (h) claims paid by Lessor in satisfaction
               or  settlement  of  liability  in tort;  (i) any  payments to the
               ground  lessor;  and (j)  depreciation  of the  Building or other
               improvements located on the Real Property.

          22.  All policies of insurance shall be issued by insurers  authorized
               to conduct that type of insurance  business in New Jersey,  which
               shall at all times, have policy holders rating of "A", or better,
               and  financial  rating of "VII",  or better,  in the then current
               edition of Best's Insurance Guide.

               Lessor  represents  and  warrants  that  the  real  estate  taxes
               assessed  against  the  Building  and Real  Property  in both the
               current  and prior year were based upon the Real  Property  being
               fully   assessed   and  taxed   without   special   arrangements,
               preferences,  abatements  or  similar  treatment.  Upon  Lessee's
               request,  Lessor  agrees  promptly  to  provide  such  reasonable
               substantiation  of any  payments  beyond the fixed  monthly  rent
               claimed to be due from Lessee resulting from claimed increases in
               real estate  taxes and  insurance.  In no event  shall  Lessee be
               responsible  for payments beyond the fixed monthly rent resulting
               from an assessment  for  improvements  on the Real Property which
               are not of general benefit to the Lessees in the Building.

          23.  Intentionally Omitted.

          24.  Nothing  contained in the Lease  Documents  shall be construed to
               absolve Lessor from responsibility for acts of negligence,  gross
               negligence  or  willful  misconduct  of  its  agents,  employees,
               servants or others acting on its behalf.

          25.  Lessee  shall not be liable to Lessor with respect to any damages
               suffered  by  Lessor  which are  actually  covered  by  insurance
               carried by Lessors. The parties agree that each hereby waives any
               claim it might  have  against  the  other  for  loss,  damage  or
               destruction  with  respect  to its  property,  by fire  or  other
               casualty  that is actually  generally  insured  against under the
               terms of standard fire and extended coverage insurance  policies.
               The  parties  agree to obtain  waiver of  subrogation  clauses in
               their respective  insurance  policies,  such clauses extending to
               the other party and its employees and agents.

<PAGE>

          26.  Lessor  shall  defend,  indemnify  and save  harmless  Lessee and
               Lessee's     owners,     principals,     directors,     officers,
               representatives,  agents and  employees  ("Indemnified  Persons")
               against and from any losses, liabilities,  obligations,  damages,
               penalties,   claims,   costs,  charges  and  expenses  (including
               reasonable   attorney's  fees)  which  may  be  suffered  by  any
               Indemnified  Person or  asserted  by third  persons  against  any
               Indemnified   Person  and  which  arise  directly  or  indirectly
               relating to the presence of any Existing Environmental Conditions
               (as defined below) within any portion of the Real Property.

          27.  Intentionally Omitted.

          28.  Subject to all applicable municipal  ordinances,  Lessee shall be
               entitled to place a sign on the door to the  Premises  indicating
               Lessee's name. Subject to all applicable municipal ordinances and
               Lessor's  prior  written  consent,  which  consent  will  not  be
               unreasonably  withheld,  Lessee shall be entitled to place a sign
               indicating Lessee's name located on the exterior of the Building.
               Lessee  shall  also be  entitled  to have its name  appear on the
               monument sign located on the Real  Property.  Lessee's name shall
               appear second from the top on such monument sign and be of a size
               and  color  reasonably  consistent  with the  names of the  other
               lessees on the monument sign.

          29.  Intentionally Omitted.

          30.  Notwithstanding  any  provision  in the  Lease  Documents  to the
               contrary (a) Lessor shall  indemnify and hold Lessee harmless for
               any  environmental  conditions  now  existing  in or  around  the
               Premises and for such conditions arising during the Lease Term to
               the  extent  not  resulting  from any act or  omission  of Lessee
               ("Existing  Environmental  Conditions") and (b) Lessee shall have
               no responsibility for Existing Environmental  Conditions.  Lessor
               assumes all responsibility for Existing Environmental  Conditions
               and for compliance with all requirements of governmental agencies
               in connection  therewith.  Lessor shall hold Lessee harmless from
               any  losses,   costs,   expenses,   remediation  orders,   fines,
               assessments  or  penalties of any kind which might be incurred by
               or imposed against Lessee by governmental agencies as a result of
               Existing  Environmental  Conditions.  To the extent applicable or
               required relating to Existing  Environmental  Conditions,  Lessor
               shall  indemnify and hold Lessee  harmless all costs and expenses
               relating to compliance  with ISRA (except in those instances when
               ISRA Compliance is necessitated as a result of Lessee's actions),
               including    (i)    obtaining    from    NJDEP   a   "Letter   of
               "Non-Applicability",   (ii)   submitting  to  and  obtaining  the
               approval by NJDEP of a "Negative Declaration," or (iii) obtaining
               the issuance by NJDEP of a "No Further Action Letter" pursuant to
               ISRA  and   applicable   regulations,   guidance  and  guidelines
               implementing ISRA ("ISRA  Requirements") and other  environmental
               requirements.

<PAGE>

          31.  Any and all  approvals  and  consents  required to be obtained by
               Lessee from Lessor as provided in the Lease  Documents  shall not
               be unreasonably withheld by Lessor.

          32.  Lessee  shall  comply with all Rules and  Regulations  of uniform
               applicability and application.

          33.  Any payment  required by the Lease to be made by Lessee to Lessor
               for legal  expenses,  attorney's  fees or similar  purposes shall
               only be  required  in the event that  Lessor  brings an action or
               proceeding  against Lessee to enforce  Lessor's  rights under the
               Lease and then only as follows:

               In the event that either  party  should bring suit
               against  the other  because  of the  breach of any
               provision  of the  Lease or for any  other  relief
               against  the other,  then all costs and  expenses,
               including reasonable  attorneys' fees, incurred by
               the prevailing  party therein shall be paid by the
               other party.

          34.  Lessor  acknowledges  that, at Lessee's option,  Lessee may cause
               mm-Tech, Inc. a wholly-owned subsidiary of Lessee ("mm-Tech"), to
               occupy the  Premises on behalf of Lessee  and, in such case,  any
               all  signs or other  indicia  of  occupancy  shall  evidence  the
               occupation  of the Premises by mm-Tech.  Lessor hereby waives any
               breach of this Lease that may be caused by  mm-Tech's  occupation
               of the Premises.

          35.  Lessee's sole  obligation  with respect to the  commencement  and
               completion  of Lessee's  Work shall be that,  provided  the Lease
               remains  in full  force and  effect  from the  Commencement  Date
               through  December  31, 2003,  Lessee shall  complete on or before
               December 31, 2003 (i) all Lessor's Work  contemplated to occur on
               or about the approximate 7,000 square feet of space identified as
               the "Land Tech" space on Exhibit A and (ii) complete a fit-out of
               at least  fifty  percent  (50%) of the  remaining  portion of the
               Premises consisting of the work described in Exhibit C.




                            SIGNATURE PAGE TO FOLLOW

<PAGE>

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

                                        611 INDUSTRIAL WAY WEST, L.L.C.



                                        By:/s/Gerald Shulman
                                           __________________________________
                                           Gerald Shulman, Manager

                                        LOGIMETRICS, , INC.


                                        By:/s/Norman Phipps
                                           __________________________________
                                           Norman Phipps, President &
                                           Chief Operating Officer