Exhibit 10.14


                                 LEASE AGREEMENT



                                 BY AND BETWEEN


                         STELLAR CONTINENTAL LLC, LESSOR



                                     - AND -


                     GOAMERICA COMMUNICATIONS CORP., LESSEE



                              DATED: AUGUST 1, 2004

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1249-0751042501.DOC                ii
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                                TABLE OF CONTENTS

BASIC LEASE PROVISIONS AND DEFINITIONS.........................................1
 1.   DESCRIPTION 2
 2.   TERM.....................................................................3
 3.   BASIC RENT  .............................................................3
 4.   USE AND OCCUPANCY........................................................3
 5.   CARE AND REPAIR OF PREMISES/ENVIRONMENTAL................................3
 6.   ALTERATIONS, ADDITIONS OR IMPROVEMENTS...................................6
 7.   ACTIVITIES INCREASING FIRE INSURANCE RATES...............................6
 8.   ASSIGNMENT AND SUBLEASE..................................................7
 9.   COMPLIANCE WITH RULES AND REGULATIONS...................................10
10.   DAMAGES TO BUILDING.....................................................10
11.   WAIVER OF SUBROGATION...................................................11
12.   EMINENT DOMAIN..........................................................11
13.   INSOLVENCY OF LESSEE....................................................12
14.   LESSOR'S REMEDIES ON DEFAULT............................................12
15.   DEFICIENCY  ............................................................12
16.   SUBORDINATION OF LEASE..................................................13
17.   SECURITY DEPOSIT........................................................14
18.   RIGHT TO CURE LESSEE'S BREACH...........................................16
19.   LIENS ..................................................................16
20.   RIGHT TO INSPECT AND REPAIR.............................................16
21.   SERVICES TO BE PROVIDED BY LESSOR.......................................16
22.   AFTER-HOURS USE.........................................................17
23.   INTERRUPTION OF SERVICES OR USE.........................................17
24.   ELECTRICITY 18
25.   ADDITIONAL RENT.........................................................20
      (A)   Operating Cost Escalation.........................................20
      (B)   Fuel, Utilities and Electric Cost Escalation......................21
      (C)   Tax Escalation....................................................21

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      (D)   Lease Year........................................................22
      (E)   Payment...........................................................22
      (F)   Books and Records.................................................23
      (G)   Right of Review...................................................23
      (H)   Occupancy Adjustment..............................................23

26.   LESSEE'S ESTOPPEL.......................................................24
27.   HOLDOVER TENANCY........................................................24
28.   RIGHT TO SHOW PREMISES..................................................25
29.   "AS IS" CONDITION.......................................................25
30.   WAIVER OF TRIAL BY JURY.................................................25
31.   LATE CHARGE 25
32.   INSURANCE...............................................................25

      (A)   Lessee's Insurance................................................25
      (B)   Lessor's Insurance................................................27
      (C)   Waiver of Subrogation.............................................28

33.   NO OTHER REPRESENTATIONS................................................28
34.   QUIET ENJOYMENT.........................................................28
35.   INDEMNITY...............................................................28
36.   RULES OF CONSTRUCTION/APPLICABLE LAW....................................28
37.   APPLICABILITY TO HEIRS AND ASSIGNS......................................29
38.   PARKING.................................................................29
39.   LESSOR'S EXCULPATION....................................................30
40.   INTENTIONALLY OMITTED...................................................30
41.   RECORDATION.............................................................30
42.   NO OPTION...............................................................30

43.   DEFINITIONS.............................................................30

      (A)   Affiliate.........................................................30
      (B)   Business Days and Building Hours..................................30
      (C)   Common Facilities.................................................31
      (D)   Force Majeure.....................................................31
      (E)   Lessee's Percentage...............................................31

44.   LEASE COMMENCEMENT......................................................32

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45.   NOTICES.................................................................32
46.   ACCORD AND SATISFACTION.................................................32
47    EFFECT OF WAIVERS.......................................................32
48.   LESSOR'S RESERVED RIGHT.................................................32
49.   RELOCATION BY LESSEE....................................................33
50.   CORPORATE AUTHORITY.....................................................33
51.   NUMBER AND GENDER.......................................................33
52.   LESSEE RESTRICTION......................................................33
53.   GOVERNMENT REQUIREMENTS.................................................33
54.   LIMITATION OF LESSOR'S LIABILITY........................................34
55.   24-HOUR ACCESS..........................................................34
56.   RENT CONCESSION.........................................................34


      The following Exhibits attached to this Lease are incorporated  herein and
made a part hereof:

      Exhibit A   Premises
      Exhibit B   Rules and Regulations
      Exhibit C   Cleaning Specifications


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<PAGE>

      LEASE,  dated August 1, 2004 between STELLAR  CONTINENTAL  LLC, a Delaware
limited  liability  company with an office at 156 William Street,  New York, New
York 10038 (hereinafter called "LESSOR"),  and GOAMERICA COMMUNICATIONS CORP., a
Delaware corporation,  whose address is 433 Hackensack Avenue,  Hackensack,  New
Jersey (hereinafter called "LESSEE").



                                 REFERENCE PAGE

                                CONTINENTAL PLAZA

                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

      (1) DEMISED  PREMISES OR PREMISES:  Approximately  10,825  gross  rentable
square  feet on the third  (3rd)  floor of the  Building  as shown on  Exhibit A
hereto, which includes an allocable share of the Common Facilities as defined in
Subsection 43(C).

      (2) BUILDING: 433 Hackensack Avenue, Hackensack, New Jersey.

      (3) TERM FIXED  BASIC RENT:  $26.00 per square  foot per year,  payable in
monthly installments of $23,454.17. All exclusive of ERIF and subject to further
adjustment as provided in Section 24.

      (4) MONTHLY  FIXED  BASIC  RENT:  $23,454.17.  All  exclusive  of ERIF and
subject to further adjustment as provided in Section 24.

      (5)  ELECTRIC  RENT  INCLUSION  FACTOR  ("ERIF"):  One and 50/100  ($1.50)
Dollars per gross  rentable  square foot; One Thousand Three Hundred Fifty Three
and 13/100 ($1,353.13) per month.

      (6) ESCALATORS:  Additional Rent adjustments and Base Year adjustments for
the Operating Cost Escalation,  Tax Escalation, and Fuel, Utilities and Electric
Cost Escalations.

      (7) COMMENCEMENT  DATE: The latter of (i) August 1, 2004, or (ii) the date
Lessor  gives  notice to Lessee  that  Lessor  has  completed  the demise of the
Premises, subject to Sections 29 and 44.

      (8) TERM: Three (3) years.

      (9) TERMINATION DATE: July 31, 2007.


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<PAGE>

      (10)  SECURITY  DEPOSIT:  Forty Six Thousand Nine Hundred Eight and 34/100
($46,908.34).

      (11) BASE PERIOD COSTS: As to the following:

            (A)   Base Operating  Costs:  Those costs incurred for the Building,
                  Complex and Parcel during Calendar Year 2004.

            (B)   Base Real  Estate  Taxes:  Those Real  Estate  Taxes  assessed
                  against  the  Building,   Complex  and  Parcel  applicable  to
                  Calendar Year 2004.

            (C)   Base  Utility  and Energy  Costs:  Those costs  determined  by
                  multiplying the Base Utility Rate (as hereinafter  defined) by
                  the usage incurred for the Building, Complex and Parcel during
                  Calendar Year 2004.

            (12)  BASE  UTILITY  RATE:  The  rate  in  effect   (including  fuel
surcharges and/or adjustments) on January 1, 2004.

            (13) LESSEE'S  PERCENTAGE:  One and Eight Hundredths  (1.8%) percent
subject to adjustment as in Subsection 43(E) provided.

            (14) PARKING  SPACES:  A total of thirty (30)  spaces,  of which ten
(10) shall be in the covered parking area described in Section 38, below.

            (15) BROKER: None.

            (16) PARCEL:  Lot 5.A, Block 512.A,  Lot 1, Block 514 on the tax map
of the City of  Hackensack;  Lot 3,  Block 98 on the tax map of the  Borough  of
River Edge.

            (17) PERMITTED USE: General office for executive and  administrative
purposes and network operations.

            (18) ADDITIONAL  RENT: All sums in addition to Term Fixed Basic Rent
payable by Lessee to Lessor  pursuant  to the  provisions  of this Lease for the
collection  of which Lessor shall have all the remedies as are permitted for the
collection of Fixed Basic Rent.


                              W I T N E S S E T H:

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

      1.  DESCRIPTION.  Lessor hereby leases to Lessee,  and Lessee hereby hires
from Lessor,  the 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


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<PAGE>

of this Lease in the  Building  as defined on the  Reference  Page  (hereinafter
called the  "BUILDING")  which is situated as part of that  Complex of Buildings
known as 401, 407, 411 and 433 Hackensack Avenue,  Hackensack,  New Jersey, also
known as Continental Plaza  (hereinafter  called the "Complex"),  all located on
that  certain   Parcel  as  defined  in  Section  (15)  on  the  Reference  Page
(hereinafter called the "PARCEL").

      2.  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.

      3.  BASIC  RENT.  The  Lessee  shall  pay to the  Lessor  during  the Term
commencing on the Commencement Date, the Term Fixed Basic Rent as defined on the
Reference Page (hereinafter called the "TERM FIXED BASIC RENT"), payable in such
coin or currency of the United States of America as at the time of payment shall
be legal  tender for the  payment of public and  private  debts.  The Term Fixed
Basic Rent shall accrue at the Term Fixed Basic Rent as defined on the Reference
Page and shall be payable in  advance  on the first day of each  calendar  month
during the Term in  installments  of Monthly  Fixed Basic Rent as defined on the
Reference  Page,  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
installment  of  Monthly  Fixed  Basic Rent for the Term,  by check,  subject to
collection.  Lessee  shall  pay  Fixed  Basic  Rent and any  Additional  Rent as
hereinafter  provided,  to Lessor at Lessor's above stated  address,  or at such
other  place as Lessor may  designate  in  writing,  without  demand and without
counterclaim,  deduction  or setoff.  The  aforesaid  Fixed  Basic Rent shall be
subject to  adjustment as in Section 24 provided.  As used in this Lease,  Fixed
Basic Rent shall mean either Term Fixed Basic Rent,  Annual  Fixed Basic Rent or
Monthly Fixed Basic Rent, as appropriate.

      4. USE AND  OCCUPANCY.  Lessee  shall use and occupy the  Premises for the
Permitted  Use as  defined  on the  Reference  Page  and for no  other  purpose.
Notwithstanding anything to the contrary contained in this Lease, Lessee, in the
use and  occupancy  of the Premises  and in the  prosecution  and conduct of any
business  thereon,  shall  comply  with all  requirements  of all laws,  orders,
ordinances,  rules and regulations of the Federal,  State,  county and municipal
authorities  and with any direction or certificate of occupancy  issued pursuant
to any law of or by any public  officer or officers.  Lessee  covenants  that it
will not use or  permit  to be used any part of the  Premises  for any  unlawful
purpose or for any  dangerous,  noxious or offensive  trade or business and will
not cause or maintain any nuisance in, at or on the Premises.

      5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL.

      (A)  Lessee  covenants  to commit no act of waste and to take good care of
the Premises and the fixtures and appurtenances  thereon,  and shall, in the use
and occupancy of the Premises,  comply with all present and future laws,  orders
and regulations of the Federal,  State and municipal governments or any of their
departments   affecting  the  Premises  and  with  any  and  all   environmental
requirements  resulting  from the Lessee's use of the  Premises;  this  covenant
shall survive the expiration or sooner  termination  of the Lease.  Lessee shall
make all necessary  non-structural repairs to the Premises, and Lessee shall pay
to Lessor,  as Additional Rent,  immediately upon demand,  the cost for any such


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<PAGE>

necessary  repairs.  Lessor  shall  make all  necessary  repairs  to the  Common
Facilities,  the parking  areas,  if any, the Building  systems and the Building
structure,  the same to be included as an Operating  Cost pursuant to Section 25
herein,  except where the repair has been made  necessary by misuse,  overuse or
neglect by Lessee or Lessee's agents, servants,  visitors or licensees, in which
event Lessor shall  nevertheless make the repair but Lessee shall pay to Lessor,
as Additional  Rent,  immediately  upon demand,  the costs  therefor (net of any
insurance  proceeds which Lessor may receive on account of such repair).  Lessor
shall comply with all present and future  laws,  orders and  regulations  of the
federal,  state and municipal  governments or any of their departments affecting
the Common  Facilities,  the same to be included as an  Operating  Cost,  except
where the need for such  compliance  has been  made  necessary  by the  specific
manner of Lessee's  use, in which case Lessor  shall effect the  compliance  but
Lessee shall pay to Lessor,  as Additional Rent,  immediately  upon demand,  the
costs thereof.  All  improvements  made by Lessee to the Premises,  which are so
attached to the Premises that they cannot be removed without  material injury to
the Premises,  shall become the property of Lessor upon installation.  Not later
than the last day of the Term,  Lessee shall,  at Lessee's  expense,  remove all
Lessee's personal property and those  improvements made by Lessee which have not
become the property of Lessor,  including  trade  fixtures  (other than built-in
cabinetwork),  movable  paneling  partitions;  repair all  injury  done by or in
connection with the  installation or removal of said property and  improvements;
cap or terminate  all  electrical  and  telephone  connections  at service entry
panels as required by law; and  surrender  the Premises in as good  condition as
they were at the beginning of the Term,  reasonable wear and damage by fire, the
elements,  casualty,  or other cause not due to the misuse or neglect by Lessee,
Lessee's agents, servants, visitors or licensees excepted. All other property of
Lessee  remaining on the  Premises  after the last day of the Term of this Lease
shall be conclusively  deemed abandoned and may be removed by Lessor, and Lessee
shall  reimburse  Lessor for the cost of such removal.  Lessor may have any such
property stored at Lessee's risk and expense.  Notwithstanding the provisions in
this Section,  Lessee shall be responsible  for installing and  maintaining  any
additional  HVAC  systems  that  may  be  required  due to  Lessee's  use of the
Premises, as further provided for in Section 24(C).

      (B) Lessee agrees that it will not suffer,  allow or permit any vibration,
radiation,  noise or odor to  emanate  from  Premises,  or any  machine or other
installation  therein,  or  otherwise  suffer,  allow  or  permit  the  same  to
constitute a nuisance or otherwise  unreasonably  interfere with (i) the safety,
comfort or convenience  of Lessor or any of the other  occupants of the Building
of which the Premises forms a part; (ii) their customers,  agents or invitees or
others  lawfully in or upon said premises.  Upon notice by Lessor to Lessee that
any of the aforesaid is  occurring,  Lessee shall  forthwith  (but in all events
within  five (5)  days)  install  sound  proofing  and take  such  other  steps,
including,  without limitation,  the installation of filters,  vents,  vibration
eliminators,  false  ceilings  and noise  barriers,  as are  required to prevent
vibration,  noise and odors from  annoying  the other  tenants of the  Building.
Lessee  shall  submit to Lessor a plan of the steps to be taken to prevent  such
conditions for Lessor' approval,  and shall complete all work in accordance with
such plan, if approved, prior to commencement of business. If the steps taken to
eliminate such conditions,  whether or not previously approved by Lessor,  shall
be deemed  unsatisfactory to Lessor,  Lessor may give notice specifying changes,
alterations  or repairs to be made at Lessee's  sole cost and  expense.  If such
changes,  alterations  or repairs are not  completed  within thirty (30) days of
such notice as specified by Lessor,  Lessor may, at its sole discretion,  either
(i) cure such  condition and  thereafter  add the cost and expenses  incurred by
Lessor  therefore as Additional  Rent to the next monthly  installment  of Fixed
Rent to become due; or (ii) treat such failure to eliminate such conditions as a
material default hereunder.


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<PAGE>

      (C) Lessee  hereby agrees to execute such  documents as Lessor  reasonably
deems necessary and to make such applications as Lessor  reasonably  requires to
assure compliance with ISRA with respect to Lessee's operations at the Premises,
as that term is  hereinafter  defined.  Lessee shall bear all costs and expenses
incurred by Lessor  associated with any required ISRA compliance  resulting from
Lessee's use of the Demised  Premises  including but not limited to State agency
fees,  engineering fees, clean-up costs, filing fees and suretyship expenses. As
used  in  this  Lease,   ISRA   compliance   shall  include   applications   for
determinations of non-applicability by the appropriate  governmental  authority.
The foregoing  undertaking shall survive the termination or sooner expiration of
the Lease and surrender of the Demised  Premises and shall also survive 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
Lessee's use of the Demised Premises.  The Lessee shall immediately  provide the
Lessor with copies of all correspondence,  reports,  notices,  orders, findings,
declarations  and other materials  pertinent to the Lessee's  compliance and the
requirements of the New Jersey Department of Environmental  Protection ("NJDEP")
under ISRA as they are issued or received by the Lessee.

      (D) Lessee agrees not to generate, store, manufacture,  refine, transport,
treat,  dispose  of, or  otherwise  permit to be present on or about the Demised
Premises, any Hazardous Substances.  As used herein,  Hazardous Substances shall
be defined as any "HAZARDOUS CHEMICAL," "HAZARDOUS substance" or similar term as
defined  in the  Comprehensive  Environmental  Responsibility  Compensation  and
Liability Act, as amended (42 U.S.C. 9.0l et seq.), the New Jersey Environmental
Cleanup  Responsibility  Act, as amended,  N.J.S.A.  13:IK-6 et seq.  and/or the
Industrial  Site Recovery Act ("ISRA"),  the New Jersey Spill  Compensation  and
Control  Act,  as  amended,  N.J.S.A.   58:l0-23.llb,  et  seq.,  any  rules  or
regulations promulgated thereunder, or in any other applicable Federal, State or
local law,  rule or  regulation  dealing with  environmental  protection.  It is
understood  and agreed that the  provisions  contained in this Section  shall be
applicable notwithstanding the fact that any substance shall not be deemed to be
a Hazardous  Substance at the time of its use by the Lessee but shall thereafter
be deemed to be a Hazardous Substance.

      (E) In the  event  Lessee  fails to  comply  with  ISRA as  stated in this
Section or any other governmental law as of the termination or sooner expiration
of the Lease and as a consequence  thereof  Lessor is unable to rent the Demised
Premises,  then the Lessor  shall treat the Lessee as one who has not removed at
the end of its Term,  and  thereupon  be  entitled to all  remedies  against the
Lessee  provided  by law in that  situation  including  a monthly  rental of one
hundred fifty (150%) percent of the  installment of Monthly Fixed Basic Rent for
the last month of the Term of this Lease or any renewal term, payable in advance
on the first day of each month, until such time as Lessee provides Lessor with a
negative  declaration or confirmation  that any required  clean-up plan has been
successfully completed.


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<PAGE>

      (F) Lessee agrees that Lessee, its agents and contractors,  licensees,  or
invitees shall not handle, use,  manufacture,  store or dispose of any Hazardous
Substances  on, under,  or about the Premises,  without  Lessor's  prior written
consent  (which  consent may be given or withheld in Lessor's sole  discretion),
provided that Lessee may handle,  store,  use or dispose of products  containing
small  quantities  of  Hazardous  Substances,  which  products  are  of  a  type
customarily  found in offices and  households  (such as aerosol cans  containing
insecticides,  toner for  copies,  paints,  paint  remover,  and the like) , and
provided  further that Lessee shall handle,  store,  use and dispose of any such
Hazardous  Substances  in a safe and  lawful  manner  and shall  not allow  such
Hazardous Substances to contaminate the Premises or the environment.

      (G)  Without  limiting  the above,  Lessee  agrees to  reimburse,  defend,
indemnify  and hold  harmless  the  Lessor  and each  mortgagee  of the  Demised
Premises  from and against any and all  liabilities,  damages,  claims,  losses,
judgments,  causes of action, costs and expenses,  including without limitation,
loss of rental  income,  loss due to business  interruption,  and the reasonable
fees and  expenses  of counsel  which may be  incurred by the Lessor or any such
mortgagee or threatened against the Lessor or such mortgagee,  arising out of or
in any way connected with the use, manufacture, storage or disposal of Hazardous
Substances by Lessee,  its agents or contractors on, under or about the Premises
including,   without  limitation,   the  costs  of  any  required  or  necessary
investigation,  repair,  cleanup or  detoxification,  and the preparation of any
closure or other required  plans in connection  herewith,  whether  voluntary or
compelled by governmental authority, or any breach by Lessee of the undertakings
set forth in this Section. The indemnity obligations of Lessee under this clause
shall survive any termination or expiration of the Lease.

      (H) Notwithstanding anything set forth in this Lease, Lessee shall only be
responsible for  contamination of Hazardous  Substances or any cleanup resulting
directly  therefrom,  resulting  directly  from  matters  occurring or Hazardous
Substances  deposited  (other  than by  contractors,  agents or  representatives
controlled by Lessor) during the Lease Term, and any other period of time during
which  Lessee is in actual or  constructive  occupancy of the  Premises.  Lessee
shall take reasonable  precautions to prevent the  contamination of the Premises
with Hazardous Substances by third parties.

      (I) It shall not be unreasonable for Lessor to withhold its consent to any
proposed  assignment or sublease if (i) the proposed  assignee's or  sublessee's
anticipated use of the Premises involves the generation, storage, use, treatment
or disposal of Hazardous Substances; (ii) the proposed assignee or sublessee has
been required by any prior landlord,  lender or  governmental  authority to take
remedial action in connection with Hazardous Substances contaminating a property
if the contamination resulted from such assignee's or sublessee's actions or use
of the  property in  question;  or (iii) the  proposed  assignee or sublessee is
subject  to an  enforcement  order  issued  by  any  governmental  authority  in
connection with the use, disposal, or storage of a Hazardous Substance.

      6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Lessee shall not, without first
obtaining the written consent of Lessor, which consent shall not unreasonably be
withheld,   conditioned  or  delayed,   make  any   alterations,   additions  or
improvements  in, to or about the  Premises.  Lessee  shall  promptly  reimburse
Lessor for all costs and expenses  incurred by Lessor for any work  performed by
Lessor or Lessor's  servants,  agents or  employees in or to the Premises at the
request of Lessee. Notwithstanding the forgoing, Lessee may ask Lessor to remove
three (3)  interior  walls  located in three (3)  perimeter  offices in order to
expand Lessee's mail room at any time after the Commencement  Date, such work to
be done at Lessor's sole cost and expense and at Lessor's sole discretion.


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<PAGE>

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

      8. ASSIGNMENT AND SUBLEASE. Lessee may not mortgage, pledge,  hypothecate,
assign,  transfer,  sublet or otherwise  deal with this Lease or the Premises in
any manner except as specifically provided for in this Section 8:

      (A) In the event that the Lessee  desires to assign this Lease or sublease
all or any portion of the Premises to any other party,  the terms and conditions
of such  sublease or  assignment  and the identity of the sublessee or assignee,
provided all by means of an executed agreement conditioned on Lessor's approval,
shall be  communicated  to the Lessor in writing  not less than thirty (30) days
prior to the effective  date of any such sublease or  assignment,  and, prior to
such effective date, the Lessor shall have the option, exercisable in writing to
the Lessee within fifteen (15) Business Days following  Lessor's  receipt of the
above-referenced agreement, to terminate the within Lease and recapture Premises
(or the part  thereof  relating  to the  assignment  or  sublease)  so that such
prospective  sublessee or assignee shall then become the direct lessee of Lessor
hereunder,  or  alternatively  to recapture  said Premises and cancel this Lease
whereupon Lessee shall be fully released from any and all obligations hereunder.

      (B) In the event that the Lessor  elects not to recapture  the Premises or
cancel  this  Lease or part  thereof as the case may be in  accordance  with (A)
above, the Lessee may nevertheless  assign this Lease or sublet the whole or any
portion of the  Premises  so offered to Lessor,  subject to the  Lessor's  prior
written consent, and subject to the consent of any mortgagee,  trust deed holder
or ground lessor, on the basis of the terms and conditions  enumerated herein in
this  Subsection  8 (B).  Lessor  shall  not  consent,  and  shall not be deemed
unreasonable for failure to consent,  to any proposed  sublease or an assignment
of the Lease to a tenant, subtenant or other occupant of the Building or Complex
(or to a subsidiary or affiliate thereof), or if, in the judgment of Lessor, the
business of such proposed  subtenant or assignee is not compatible with the type
of occupancy of the Building, violates any exclusive granted to any other tenant
in the  Building,  or such  business  will  create  increased  use of the Common
Facilities  of the  Parcel  and/or  Building  or if  the  proposed  sublease  or
assignment  is to any State,  Federal or  municipal  agency or bureau or if such
mortgagee,  trust deed holder or ground  lessor does not  consent  thereto.  The
provisions of Section 5(I) also shall apply hereto.

      In  connection  with any request for Lessor to consent to an assignment or
subletting:

            (1)   The Lessee shall provide to the Lessor the name and address of
the  assignee or  sublessee,  and copies of  financial  reports  certified by an
officer  of the  transferee  and other  relevant  financial  information  of the
assignee or sublessee reasonably required by Lessor.


                                       7
<PAGE>

            (2)   The assignee or sublessee shall assume, by written instrument,
all of the obligations of Lessee under this Lease, and a copy of such assumption
agreement  shall  be  furnished  to the  Lessor  within  ten  (10)  days  of its
execution. Any sublease shall expressly acknowledge that said sublessee's rights
against the Lessor shall be no greater than those of the Lessee and any sublease
shall  expressly  acknowledge  that Lessor and  sublessee  are not in privity of
contract.

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

            (4)   The Lessee and any assignee or subtenant shall promptly pay to
Lessor any  consideration  received for any assignment or all of the rent (Fixed
Basic Rent and  Additional  Rent),  and any other  consideration  payable by the
subtenant  to  Lessee  under or in  connection  with the  sublease,  as and when
received, in excess of the Term Fixed Basic Rent and Additional Rent required to
be paid by Lessee for the period affected by said assignment or sublease for the
area sublet,  computed on the basis of an average square foot rent for the gross
square footage Lessee has leased.

            (5)   In any event,  the acceptance by the Lessor of any rent (Fixed
Basic Rent and Additional  Rent) from the assignee or from any of the subtenants
or the failure of the Lessor to insist upon a strict  performance  of any of the
terms,  conditions and covenants herein shall not release the Lessee herein, nor
any assignee  assuming this Lease,  from any and all of the  obligations  herein
during  and for the  entire  Term of this Lease  nor,  without  express  written
consent  to any  assignment  or  sublease,  operate  as  Lessor's  consent to an
assignment or sublease.

            (6)   Lessor  shall  require a Five  Hundred  and  00/100  ($500.00)
Dollar payment to cover its handling charges for each request for consent to any
sublet or assignment prior to its consideration of the same.

            (7)   Lessee shall have no claim, and hereby waives the right to any
claim, against Lessor for money damages by reason of any refusal, withholding or
delaying by Lessor of any consent,  and in such event,  Lessee's  only  remedies
therefor (if any) shall be an action for  specific  performance,  injunction  or
declaratory judgment to enforce any such requirement.

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


                                       8
<PAGE>

Disposition the Grantor shall give written notice to Lessor in reasonable detail
of all of the terms and conditions of such  Disposition  within twenty (20) days
next following its  determination  to accept the same but prior to accepting the
same,  and Grantor  shall not make the  Disposition  until and unless Lessor has
failed or refused to accept such right of first  refusal as to the  Disposition,
as set forth herein.

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

      (D)  Without  limiting  any of the  provisions  of  Sections 13 and 14, if
pursuant to the Federal  Bankruptcy  Code (or any similar law hereafter  enacted
having the same  general  purpose),  or if pursuant to any State  insolvency  or
bankruptcy  law, Lessee is permitted to assign this Lease,  notwithstanding  the
restrictions  contained in this Lease,  adequate assurance of future performance
by an  assignee  expressly  permitted  under such code or law shall be deemed to
mean the  deposit  of cash  security  in an  amount  equal to the sum of one (1)
year's Term Fixed Basic Rent and Additional Rent for the next succeeding  twelve
(12) months (which  Additional  Rent shall be reasonably  estimated by Lessor) ,
which  deposit  shall be held by Lessor  for the  balance  of the Term,  without
interest,  as Additional Security Deposit, as hereinafter  defined, for the full
performance  of all of Lessee's  obligations  under this  Lease,  to be held and
applied in the manner specified for the Security Deposit in Section 17 hereof.

      (E) The  sale,  issuance  or  transfer  of equity  interests  or change in
control of Lessee or any  Affiliate  shall be deemed an assignment of this Lease
unless: (a) it involves the sale or issuance of securities  registered under the
Securities  Act of  1933,  as  amended,  (b) it is  made  amongst  the  existing
principals  of Lessee or any  Affiliate,  or (c) it results  from the death of a
principal of Lessee or any Affiliate.

      (F) Except as specifically set forth above, no portion of, or any right to
use or occupy all or any of, the Demised  Premises  or of  Lessee's  interest in
this  Lease  may  be  acquired  by any  other  person  or  entity,  directly  or
indirectly,  whether by assignment,  mortgage,  sublease, transfer, operation of
law or act of the Lessee,  nor shall Lessee pledge its interest in this Lease or
in any Security Deposit required hereunder.


                                       9
<PAGE>

      (G) If Lessee is a  corporation  other than a  corporation  whose stock is
listed and traded on a nationally  recognized stock exchange,  the provisions of
this  Section 8 shall apply to a transfer  (however  accomplished,  whether in a
single transaction or in a series of related or unrelated transactions) of stock
or any other  mechanism  such as, by way of example,  the issuance of additional
stock, a stock voting agreement or change in class(es) of stock which results in
a change of control of Lessee as if such transfer of stock (or other  mechanism)
which results in a change of control of Lessee were an assignment of this Lease,
and if  Lessee  is a trust,  partnership,  limited  liability  company,  limited
liability  partnership or joint venture (an  "ENTITY"),  said  provisions  shall
apply with  respect to a transfer (by one or more  transfers)  of an interest in
the distributions of profits and losses of such Entity (or other mechanism, such
as, by way of example, the creation of additional general partnership or limited
partnership  or  membership  interests)  which results in a change of control of
such Entity as if such transfer of an interest in the  distributions  of profits
and losses of such  Entity  which  results in a change of control of such Entity
were an  assignment  of this  Lease;  but said  provisions  shall  not  apply to
transactions  with a  corporation  into  or  with  which  Lessee  is  merged  or
consolidated  or to  which  all or  substantially  all of  Lessee's  assets  are
transferred or to any  corporation  which controls or is controlled by Lessee or
is under common control with Lessee,  provided that in the event of such merger,
consolidation  or transfer of all or substantially  all of Lessee's assets,  (i)
the successor to Lessee has a net worth  computed in accordance  with  generally
accepted  accounting  principles  at least  equal to the  greater of (a) the net
worth of Lessee  immediately prior to such merger,  consolidation or transfer or
(b) the net worth of Lessee  herein  named on the date of this  Lease,  and (ii)
proof  satisfactory  to Lessor of such net worth  shall have been  delivered  to
Lessor  at  least  ten  (10)  days  prior  to the  effective  date  of any  such
transaction.

      9. COMPLIANCE WITH RULES AND REGULATIONS.  Lessee shall observe and comply
with the Rules and  Regulations  hereinafter  set  forth in  EXHIBIT B  attached
hereto  and made a part  hereof  and with  such  further  reasonable  Rules  and
Regulations  as Lessor may prescribe,  on notice to the Lessee,  for the safety,
care and  cleanliness of the Building and the comfort,  quiet and convenience of
other occupants of the Building.

      10.  DAMAGES TO BUILDING.  If the Building is damaged by fire or any other
cause to such extent that the cost of  restoration,  as reasonably  estimated by
Lessor,  will equal or exceed twenty-five (25%) percent of the replacement value
of the Building  (exclusive of foundations)  just prior to the occurrence of the
damage,  then Lessor may, no later than the sixtieth  (60th) day  following  the
damage, give Lessee a notice of election to terminate this Lease, or if the cost
of  restoration  will equal or exceed  fifty (50%)  percent of such  replacement
value or if the estimated repair time (as determined by Lessor) is more than one
hundred fifty (150) days, and if the Premises shall not be reasonably usable for
the purpose for which they are leased hereunder,  then Lessee may, no later than
the sixtieth  (60th) day following the damage,  give Lessor a notice of election
to terminate this Lease.  In either said event of election,  this Lease shall be
deemed to terminate on the thirtieth (30th) day after the giving of said notice,
and Lessee shall  surrender  possession of the Premises within a reasonable time
thereafter;  and the Term  Fixed  Basic  Rent and any  Additional  Rent shall be
apportioned as of the date of said  surrender,  and any Term Fixed Basic Rent or
Additional  Rent paid for any period beyond the latter of the  thirtieth  (30th)
day after said notice, or the date Lessee surrenders possession, shall be repaid
to Lessee. If the cost of restoration shall not entitle Lessor to terminate this
Lease or if,  despite the cost,  Lessor does not elect to terminate  this Lease,
Lessor shall restore the Building and the Premises with  reasonable  promptness,
subject to Force Majeure,  as hereinafter  defined,  and except as stated above,
Lessee  shall have no right to  terminate  this  Lease.  Lessor need not restore
fixtures and improvements owned by Lessee.


                                       10
<PAGE>

            Except  as  provided  in  Section  5  hereof,   notwithstanding  the
provisions  of this Section or any other  provision of this Lease,  Lessor shall
not have any  obligation  whatsoever  to repair,  reconstruct,  or  restore  the
Premises when the damages  resulting from any casualty covered by the provisions
of this  Section  occur  during the last  twelve  (12) months of the Term or any
extension  thereof.  In any case in which use of the Premises is affected by any
damage to the  Building,  there  shall be either an  abatement  or an  equitable
reduction in Term Fixed Basic Rent and an equitable reduction in the Base Period
Costs as  established  in Section 25  depending  on the period for which and the
extent to which the Premises are not reasonably usable for the purpose for which
they are leased hereunder. The words "RESTORATION" and "RESTORE" as used in this
Section 10 shall include  repairs.  If the damage  results from the fault of the
Lessee, or Lessee's agents, servants, visitors or licensees, Lessee shall not be
entitled to any  abatement or  reduction in Term Fixed Basic Rent or  Additional
Rent, except to the extent of any rent insurance received by Lessor.

      11.  WAIVER  OF  SUBROGATION.  Except  as  provided  in  Section 5 hereof,
notwithstanding  the  provisions of this Section or any other  provision of this
Lease,  in the event of any loss or damage to the Building,  the Premises and/or
any contents (herein  "PROPERTY  DAMAGE"),  each party waives all claims against
the  other for any such loss or damage  and each  party  shall  look only to any
insurance  which it has obtained to protect against such loss (or in the case of
Lessee,  waives all claims against any tenant of the Building that has similarly
waived claims against such Lessee), and each party shall obtain, for each policy
of such  insurance,  provisions  waiving  any claim  against the other party and
against any other tenant(s) in the Building that has waived subrogation  against
the Lessee for loss or damage within the scope of such insurance.

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


                                       11
<PAGE>

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

      14.  LESSOR'S  REMEDIES ON DEFAULT.  If Lessee  defaults in the payment of
Term Fixed Basic Rent or any Additional  Rent, or defaults in the performance of
any of the other  covenants  and  conditions  hereof or permits the  Premises to
become  deserted,  abandoned or vacated,  or defaults in the  performance of any
other Lease held by Lessee or its Affiliates from Lessor or from any landlord in
which Lessor's  principals have at least a twenty-five  (25%) percent  interest,
Lessor may give Lessee notice of such  default,  and if Lessee does not cure any
Term Fixed Basic Rent or  Additional  Rent  default  within five (5) days of the
giving of such notice or other default  within fifteen (15) days after giving of
such  notice  or if such  other  default  is of such  nature  that it  cannot be
completely  cured  within such period,  if Lessee does not commence  such curing
within such fifteen (15) days and thereafter  proceed with reasonable  diligence
and in good faith to cure such default,  then Lessor may terminate this Lease on
not less than ten (10) days' notice to Lessee, and on the date specified in said
notice,  Lessee's right to possession of the Demised  Premises shall cease,  and
Lessee shall then quit and  surrender  the Premises to Lessor,  but Lessee shall
remain  liable  as  hereinafter  provided.  If this  Lease  shall  have  been so
terminated  by Lessor  pursuant to  Sections 13 or 14 hereof,  Lessor may at any
time thereafter resume possession of the Premises by any lawful means and remove
Lessee or other occupants and their effects.

      15. 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 Term Fixed Basic Rent and Additional Rent therefor. Term Fixed Basic
Rent or  Additional  Rent so received  shall be applied  first to the payment of
such  expenses as Lessor may have  incurred in  connection  with the recovery of
possession, redecorating, altering, dividing, consolidating with other adjoining
premises,  or otherwise changing or preparing for reletting,  and the reletting,
including  brokerage and reasonable  attorney's fees, and then to the payment of
damages  in  amounts  equal to the Term Fixed  Basic  Rent and  Additional  Rent
hereunder and to the costs and expenses of performance of the other covenants of
Lessee as herein  provided.  Lessee  agrees,  in any such  case,  whether or not
Lessor has relet,  to pay to Lessor  damages  equal to the Term Fixed Basic Rent
and  Additional  Rent and other sums herein agreed to be paid by Lessee,  as and
when due, less the net proceeds of the reletting,  if any, as  ascertained  from
time to time, as of the due date, and the same shall be payable by Lessee on the
several rent days above  specified.  Lessee shall not be entitled to any surplus
accruing as a result of any such reletting,  nor shall any surplus be applied to
offset the damages  referred to in the  preceding  sentence.  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


                                       12
<PAGE>

the balance of the Term as originally  fixed or since  extended,  there shall be
allowed  against  Lessee's  obligation  for Term Fixed Basic Rent and Additional
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 Term  Fixed
Basic Rent and Additional  Rent herein  reserved and such occupancy shall not be
construed as a release of Lessee's liability  hereunder.  Alternatively,  in any
case where Lessor has recovered possession of the Premises by reason of Lessee's
default, Lessor may at Lessor's option, and at any time thereafter,  and without
notice or other action by Lessor,  and without  prejudice to any other rights or
remedies it might have hereunder or at law or equity, become entitled to recover
from Lessee,  as damages for such breach,  in addition to such other sums herein
agreed  to be  paid  by  Lessee,  to the  date of  re-entry,  expiration  and/or
dispossess,  an amount equal to the difference between the Term Fixed Basic Rent
and the 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 (inclusive of Additional Rent and Term Fixed Basic Rent)
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 is  terminated,
without  regard to the manner in which it is terminated.  In the  computation of
such damages,  the difference  between any installments of rent (Fixed Basic and
Additional) thereafter becoming due, and fair and reasonable rental value of the
Premises  (inclusive of the same rent  components) for the period for which such
installment  was payable  shall be discounted to the date of such default at the
rate of not more than four (4%) percent per annum.

      Lessee hereby waives all right of redemption to which Lessee or any person
under  Lessee  might  be  entitled  by any law now or  hereafter  in  force.  In
addition,  in the event of a default  which  results  in the  Lessor  recovering
possession of the Premises,  Lessor shall be under no duty to mitigate  Lessor's
damages as provided for in this Section 15. Lessor's  remedies  hereunder are in
addition to any remedy allowed by law.

      Lessee agrees to pay, as Additional  Rent, all  attorney's  fees and other
expenses  incurred by the Lessor in enforcing any of the obligations  under this
Lease,  this covenant to survive the  expiration or sooner  termination  of this
Lease.

      16.  SUBORDINATION  OF LEASE.  This Lease and any option  contained herein
shall be subject and subordinate to any such  underlying  leases and to any such
first  mortgage  and/or first trust deed which may now or  hereafter  affect the
real  property  of which the  Premises  form a part,  and also to all  renewals,
modifications,  consolidations  and  replacements of said underlying  leases and
said first  mortgage and first 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 first  trust deed or by any of the lessors  under such  underlying
leases. Lessee hereby appoints Lessor attorney-in-fact,  irrevocably, to execute
and deliver any such  instrument for Lessee.  If any  underlying  lease to which
this Lease is subject terminates, Lessee shall, on timely request, attorn to the
owner of the reversion.


                                       13
<PAGE>

      17. SECURITY  DEPOSIT.  Lessee shall deposit with Lessor on the signing of
this Lease the Security  Deposit as defined on the  Reference  Page for the full
and faithful  performance of Lessee's  obligations  under this lease,  including
without  limitation,  the  surrender of  possession of the Premises to Lessor as
herein provided.  If Lessor applies any part of said 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.  In the event of a bona fide sale,  subject to this  Lease,  Lessor
shall have the right to transfer the  Security  Deposit to the vendee and Lessor
shall be considered released by Lessee from all liability for the return of such
Security  Deposit;  and Lessee  agrees to look  solely to the new lessor for the
return of the said Security  Deposit,  and it is agreed that this shall apply to
every  transfer  or  assignment  made of the  Security  Deposit to a new lessor.
Accrued  interest on the  Security  Deposit  (less any  portions  thereof  used,
applied or retained by Lessor in accordance  with the provisions of this Section
17), shall be paid to Lessee on an annual basis.  The Security Deposit (less any
portions  thereof  used,  applied or retained by Lessor in  accordance  with the
provisions of this Section 17),  shall be returned to Lessee  promptly 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 of America, then and in such event Lessor may
require the Lessee to deposit  additional  security in the amount  specified  in
Subsection  8(E)  (hereinafter  called the  "ADDITIONAL  SECURITY  DEPOSIT")  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.

      In lieu of a cash  deposit,  upon signing this Lease,  Lessor  agrees that
Lessee may deliver to Lessor a clean,  irrevocable and  unconditional  Letter of
Credit (the "L/C") issued by and drawn upon any commercial bank chartered by the
State of New York, the State of New Jersey or the United Stated  Government (the
"ISSUING  BANK") with offices for banking  purposes in the City of Hackensack or
the City of New York,  and  having a new  worth of not less  than $500  million,
which L/C shall  have a term of not less than one year,  be in form and  content
reasonably  satisfactory in all respects to Lessor, be for the account of Lessor
and be in the amount of the Security Deposit. The L/C shall provide that:

            (i) The  Issuing  Bank shall pay to Lessor,  or its duly  authorized
representative,  an amount up to the face amount of the L/C upon presentation of
the L/C and a sight draft in the amount to be drawn;

            (ii) The L/C shall be deemed to be  automatically  renewed,  without
amendment,  for  consecutive  periods  of one year each  during the Term of this
Lease,  unless the Issuing Bank sends written notice (the "NON-RENEWAL  NOTICE")
to Lessor by certified or registered mail,  return receipt  requested,  not less
than thirty (30) days next preceding the then  expiration  date of the L/C, that
it elects not to have such L/C renewed;


                                       14
<PAGE>

            (iii)  Lessor,  within  twenty  (20)  days  of  its  receipt  of the
Non-Renewal  Notice,  shall have the right,  exercisable  by a sight  draft,  to
receive the monies  represented by the L/C (which moneys shall be held by Lessor
as a cash deposit pursuant to the terms of this Article pending the placement of
such L/C or Lessee's default hereunder; and

            (iv) Upon  Lessor's sale of Lessor's  interest in the Building,  the
L/C shall be transferable by Lessor as provided for herein.

      In the  event  of a sale  of  Lessor's  interest  in or net  lease  of the
Building,  Lessor shall have the right to transfer the cash  security or L/C, as
the case may be,  deposited  hereunder  to the  vendee,  lessee  or  transferee,
without cost to Lessor,  and Lessor  shall  thereupon be released by Lessee from
all liability for the return of such cash security or L/C. In such event, Lessee
agrees to obtain a new L/C naming the  purchaser  or net lessee (as the case may
be) as the  beneficiary and to look solely to the new landlord for the return of
said cash security or L/C. It is agreed that the  provisions  hereof shall apply
to every transfer or assignment made of said case security of L/C.

      In the  event  that any time  during  the Term of this  Lease  Lessor,  in
Lessor's  opinion,  believes (a) that the net worth of the Issuing Bank shall be
less than the minimum  amount  specified  above or (b) that  circumstances  have
occurred  indicating  that the Issuing Bank may be incapable  of,  unable to, or
prohibited from honoring the then existing L/C  (hereinafter  referred to as the
"EXISTING L/C" in accordance with the terms thereof, then, upon the happening of
either of the foregoing,  Lessor may send written notice to Lessee  (hereinafter
referred to as the "REPLACEMENT  NOTICE")  requiring Lessee within ten (10) days
to replace the Existing L/C with a new letter or credit (hereinafter referred to
as the  "REPLACEMENT  L/C")  from an Issuing  Bank  meeting  the  qualifications
described in this Section 17. Upon  receipt of the  Replacement  L/C meeting the
qualifications  of this Section 17, Lessor shall  forthwith  return the Existing
L/C  to  Lessee.   In  the  event  that  (i)  a  Replacement   L/C  meeting  the
qualifications  of this  Section 17 is not  received  by Lessor  within the time
specified or (ii) Lessor believes an emergency exists, then in either event, the
Existing  L/C may be presented  for payment by Lessor and the  proceeds  thereof
shall be held by Lessor in accordance with this Section 17 subject,  however, to
Lessee's right, at any time thereafter prior to a Lessee's default hereunder, to
replace such cash security with a Replacement L/C meeting the  qualifications of
this Section 17.

      18.  RIGHT TO CURE  LESSEE'S  BREACH.  If Lessee  breaches any covenant or
condition of this Lease, Lessor may, on reasonable notice to Lessee (except that
no notice need be given in case of  emergency) , cure such breach at the expense
of Lessee and the reasonable amount of all expenses,  including attorneys' fees,
incurred by Lessor in so doing  (whether  paid by Lessor or not) shall be deemed
Additional  Rent payable on demand,  with interest at two (2%) percent per annum
over the prime lending rate announced as such by JPMorgan Chase Bank to its most
creditworthy customers or the highest rate permitted by law, whichever is lower.

      19. LIENS.  Lessee shall not do any act, or make any  contract,  which may
create or be the foundation for any lien or other  encumbrance upon any interest
of Lessor or any ground or underlying lessor in any portion of the Premises. If,
because of any act or  omission  (or  alleged act or  omission)  of Lessee,  any
Construction Lien Claim or other lien (collectively "LIEN") charge,


                                       15
<PAGE>

or order for the payment of money or other  encumbrance  shall be filed  against
Lessor and/or any ground or underlying lessor and/or any portion of the Premises
(whether or not such Lien, charge, order, or encumbrance is valid or enforceable
as such), Lessee shall, at its own cost and expense, cause same to be discharged
of record or bonded  within  fifteen  (15) days  after the filing  thereof;  and
Lessee shall  indemnify and save harmless  Lessor and all ground and  underlying
lessor(s) against and from all costs, liabilities, suits, penalties, claims, and
demands, including reasonable counsel fees, resulting therefrom. If Lessee fails
to  comply  with the  foregoing  provisions,  Lessor  shall  have the  option of
discharging or bonding any such Lien, charge, order, or encumbrance,  and Lessee
agrees to  reimburse  Lessor for all costs,  expenses and other sums of money in
connection  therewith (as  additional  rental) with interest at the maximum rate
permitted by law promptly upon demand. All materialmen,  contractors,  artisans,
mechanics,  laborers,  and any other persons now or hereafter  contracting  with
Lessee or any  contractor or  subcontractor  of Lessee for the furnishing of any
labor services, materials, supplies, or equipment with respect to any portion of
the Premises,  at any time from the date hereof until the end of the Lease Term,
are hereby  charged with notice that they look  exclusively  to Lessee to obtain
payment for same.

      20.  RIGHT TO INSPECT AND REPAIR.  Lessor may enter the Premises but shall
not be obligated to do so (except as required by any specific  provision of this
Lease) at any  reasonable  time on reasonable  notice to Lessee  (except that no
notice need be given in case of emergency)  for the purpose of inspection or the
making of such  repairs,  replacement  or  additions,  in,  to, on and about the
Premises or the Building,  as Lessor deems  necessary or  desirable.  During the
last  twelve  (12)  months of the Term,  Lessor may  immediately  enter,  alter,
renovate  or  redecorate  the  Premises  if Lessee  shall  have  removed  all or
substantially all of Lessee's property from the Premises. Such actions by Lessor
shall have no effect on this Lease or Lessee's obligations hereunder, and Lessee
shall have no claims or cause of action against Lessor by reason thereof.

      21.  SERVICES  TO BE  PROVIDED  BY LESSOR.  Subject to  intervening  laws,
ordinances,  regulations  and executive  orders,  while Lessee is not in default
under  any of the  provisions  of this  Lease,  Lessor  agrees  to  furnish,  on
"BUSINESS DAYS," as defined in Section 43, below:

            (a) Janitorial  services to be performed in accordance with Building
standards and practices, to include restroom supplies, as set forth in Exhibit C
attached hereto and made a part hereof.

            (b) Heating,  ventilating and air conditioning  (herein "HVAC"),  as
appropriate  for the  season,  together  with  Common  Facilities  lighting  and
electric  energy all during  "BUILDING  HOURS," as defined in Section 43, below.
Notwithstanding the provisions in this Section,  Lessee shall be responsible for
installing and  maintaining any additional HVAC systems that may be required due
to Lessee's use of the Premises, as further provided for in Section 24(C).

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

            (d) Elevator service during Building Hours.


                                       16
<PAGE>

            Notwithstanding  any other provision of this Lease, Lessor shall not
be liable for failure to furnish any of the aforesaid services when such failure
is due to Force Majeure, as hereinafter defined.

      22.  AFTER-HOURS  USE. Lessee shall be entitled to make use of HVAC beyond
Building Hours, at Lessee's sole cost and expense,  provided Lessee shall notify
the Lessor  twenty-four (24) hours prior to such desired overtime use, except if
such use is desired for a weekend,  in which event Lessee shall notify Lessor no
later than 5:00 p.m. on the Thursday  immediately  preceding said weekend. It is
understood  and agreed that Lessee shall pay the sum of  Eighty-five  and 00/100
($85.00)  Dollars  per hour,  plus such  additional  percentage  increase of the
aforesaid  hourly sum computed by measuring the percentage  increase of the rate
in effect (including fuel surcharges or adjustments)  during the month for which
such overtime use is requested  against the Base Utility Rate, as defined on the
Reference  Page.  In no  event  shall  the  Lessee  pay  less  than  the  sum of
Eighty-five  and 00/100  ($85.00)  Dollars per hour for such aforesaid  overtime
use.

      23.  INTERRUPTION  OF SERVICES OR USE.  Interruption or curtailment of any
service maintained in the Building or the Complex or at the Parcel, if caused by
Force  Majeure,  as hereinafter  defined,  shall not entitle Lessee to any claim
against Lessor or to any abatement in Term Fixed Basic Rent or Additional  Rent,
and shall not constitute a constructive or partial eviction, unless Lessor fails
to take measures as may be  reasonable  under the  circumstances  to restore the
service.  If Lessor fails to take such measures as may be  reasonable  under the
circumstances  to restore the  curtailed  service,  Lessee's  remedies  shall be
limited to an equitable  abatement of Term Fixed Basic Rent and Additional  Rent
for the duration of the curtailment beyond said reasonable period, to the extent
such Premises are not reasonably  usable by Lessee or to a claim of constructive
eviction.  If the Premises are rendered  untenantable in whole or in part, for a
period of fifteen  (15)  consecutive  business  days,  by the making of repairs,
replacements or additions, other than those made with Lessee's consent or caused
by misuse or  neglect by Lessee,  or  Lessee's  agents,  servants,  visitors  or
licensees, there shall be a proportionate abatement of Term Fixed Basic Rent and
Additional  Rent from and after said tenth (10th)  consecutive  business day and
continuing for the period of such  untenantability.  In no event shall Lessee be
entitled to claim a constructive  eviction from the Premises unless Lessee shall
first have notified Lessor in writing of the condition or conditions giving rise
thereto,  and, if the complaints be justified,  unless Lessor shall have failed,
within a reasonable  time after receipt of such notice,  to remedy,  or commence
and proceed with due  diligence to remedy,  such  condition or  conditions,  all
subject to Force Majeure, as hereinafter  defined.  The remedies provided for in
this Section 23 shall be Lessee's sole remedies for any interruption of services
or use as described above.

      24. ELECTRICITY. (A) Lessor, subject to the provisions of this Section 24,
shall furnish  electrical  energy to or for the use of Lessee in the Premises in
accordance with this Section 24.


                                       17
<PAGE>

      (B) Throughout the Term,  Lessor shall  redistribute  electrical energy to
the Premises during Building Hours upon the following terms and conditions:  (i)
Lessee shall pay for such electrical energy as provided by this Section 24; (ii)
Lessor will  redistribute  electricity  to Lessee  through  presently  installed
electrical facilities for Lessee's reasonable use of normal office equipment and
such  lighting,  electrical  appliances and equipment as Lessor may permit to be
installed in the Premises,  all  consistent  with that wiring  capacity that has
been  installed  in the  Premises;  (iii)  Lessee  agrees  that  an  independent
electrical  engineering  consultant  selected by Lessor  shall from time to time
make a survey of the electric power demand of the electric lighting fixtures and
the electric  equipment of Lessee used in the Premises to determine  the average
monthly electric  consumption  thereof,  said survey to be at Lessee's  expense.
Lessor reserves the right to estimate Lessee's electric consumption until such a
survey is made. The estimate will be based on One and 50/100 ($1.50) Dollars per
gross  rentable  square foot per year of the  rentable  area of the Premises and
Lessee agrees that Lessee shall pay the estimate  Electric Rent Inclusion Factor
as defined on the  Reference  Page, in addition to the Term Fixed Basic Rent, as
defined in the  Reference  Page,  in order to  compensate  Lessor for  supplying
Lessee with electric  current by an estimated  Electric Rent Inclusion Factor as
defined on the Reference  Page.  The  aforesaid  survey shall take into account,
among other things,  any special  electrical  requirements  of Lessee and use by
Lessee of  electrical  energy  at times  other  than  during  Building  Hours on
Business  Days.  The findings of such  engineering  consultant  as to the proper
Electric  Rent  Inclusion   Factor  based  on  such  average  monthly   electric
consumption  shall be  conclusive  and  binding  upon the parties and the amount
thereof,  less the Electric Rent Inclusion  Factor, if in excess of the Electric
Rent Inclusion  Factor,  shall be paid by Lessee,  in addition to the Term Fixed
Basic Rent which shall be payable in  installments  of Monthly Fixed Basic Rent,
payable for each month from the Commencement Date or if the amount thereof shall
be lower than the Electric Rent Inclusion Factor,  the difference  therein shall
be subtracted  from the  annualized  Term Fixed Basic Rent and the resulting sum
shall be the revised  annualized Term Fixed Basic Rent which shall be payable in
installments of Monthly Fixed Basic Rent (except that if the amount of such rent
increase or decrease shall not have been  determined on the  Commencement  Date,
then, upon such subsequent determination,  Lessee shall pay or receive a credit,
as the case may be, for the retroactive determination from the Commencement Date
to the date of such  determination);  (iv) If the Electric Rates (as hereinafter
defined) on which the initial  determination  of said consultant was based shall
be increased or decreased,  then the Term Fixed Basic Rent shall be increased or
decreased  in the  amount  equal to the  change in  Lessor's  cost of  supplying
electrical current to the Premises resulting from such rate change,  retroactive
if necessary to the date of such  increase or decrease in such  Electric  Rates.
The Term Fixed Basic Rent,  as defined on the  Reference  Page,  shall be deemed
modified  accordingly  by any  of the  aforesaid  modifications.  Lessee  hereby
acknowledges  that  Lessee  will be  responsible  for any  additional  costs for
increased electrical usage and related expenses associated with Lessee's network
operations center.

            (C)  If  Lessee  installs   additional  or  substituted   electrical
equipment or  appliances  or otherwise  increases  its use of current,  then the
Electric Rent  Inclusion  Factor shall be  redetermined  by Lessor's  electrical
engineer or consultant,  at Lessee's expense,  and such  determination  shall be
conclusive and binding upon Lessor and Lessee.  Lessee shall make no alterations
or additions to the electrical  equipment or appliances  without first obtaining
written consent from Lessor in each instance. Lessee may at any time it believes
any change in its electrical equipment or appliances or fixtures has reduced its
electrical consumption request a resurvey of the Premises by Lessor's electrical
engineer or  consultant,  at Lessee's  expense.  Any change in the Electric Rent
Inclusion  Factor  resulting  from a change  in  Lessee's  consumption  shall be
effective  as of the  date of  such  change,  and  the  Term  Fixed  Basic  Rent
enumerated  herein  shall  be  deemed  modified   accordingly,   retroactive  if
necessary. Lessor hereby acknowledges that Lessee will operate certain computers
and equipment in connection with Lessee's network operations  center,  provided,
throughout  the  Term,  Lessee,  at  Lessor's  approval,   which  shall  not  be
unreasonably  withheld,  conditioned  or  delayed,  and  Lessee's  sole cost and
expense,  provides and maintains  adequate HVAC  equipment such as will keep the
Premises at a consistent cool temperature as reasonably determined by Lessor.


                                       18
<PAGE>

      (D) Lessor  shall not be liable in any way to Lessee for any loss,  damage
or expense which Lessee may sustain or incur as a result of any failure,  defect
or change in the  quantity or  character  of  electrical  energy  available  for
redistribution to the Premises pursuant to this Section nor for any interruption
in the  supply,  and  Lessee  agrees  that such  supply may be  interrupted  for
inspection,  repairs and replacement and in emergencies.  In any event, the full
measure of Lessor's liability for any interruption in the supply due to Lessor's
acts or omissions  shall be an abatement of Term Fixed Basic Rent and Additional
Rent. In no event shall Lessor be liable for any business  interruption suffered
by Lessee.  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.  Any  riser or  risers to supply  Lessee's
electrical  requirements,  upon written request of Lessee, shall be installed by
Lessor,  at the sole cost and expense of Lessee,  if, in Lessor's sole judgment,
the same are  necessary  and will not cause or create a dangerous  or  hazardous
condition or entail excessive or unreasonable alterations, repairs or expense or
interfere  with or  disturb  other  tenants or  occupants.  In  addition  to the
installation  of such riser or risers,  Lessor shall also,  at the sole cost and
expense  of  Lessee,  install  all  other  equipment  proper  and  necessary  in
connection therewith subject to the aforesaid terms and conditions.

      (E)  Lessor  reserves  the  right  to  terminate  the   redistribution  of
electricity  to the Premises at any time,  upon thirty (30) days' written notice
to Lessee,  in which event Lessee may make  application  directly to the utility
company   servicing  the  Building  for  Lessee's   entire  separate  supply  of
electricity.  Lessor,  upon the  expiration  of the  aforesaid  thirty  (30) day
period,  may  discontinue  furnishing the electric  current.  The term "ELECTRIC
RATES" shall be deemed to mean the rates for the comparable usage charged by the
public utility company furnishing  electrical energy to the Building,  including
but not limited to any charges or surcharges incurred or taxes payable by Lessor
in  connection  therewith  or  increase  or  decrease  thereof by reason of fuel
adjustment or any substitutions for such Electric Rates or additions thereto.

      (F) If Lessor  discontinues the furnishing of electricity,  as provided in
this Section 24, then, and in such event,  Lessor shall permit Lessee to receive
electrical service directly from the public utility supplying electrical service
to the Building and shall permit the existing feeders,  risers, wiring and other
electrical facilities serving the Premises to be used by Lessee for such purpose
to the extent that they are available,  suitable and safe.  Lessee shall, at its
own expense,  install any necessary  electrical meter  equipment,  panel boards,
feeders,  risers, wiring and other conductor and equipment which may be required
to obtain electrical energy directly from the public utility supplying the same.
Lessor  shall  have no  liability  whatsoever  to Lessee  by reason of  Lessor's
discontinuance of electrical service.


                                       19
<PAGE>

      (G)  Lessor,  at  Lessee's  expense,  shall  furnish and install all lamps
(including  incandescent  and  fluorescent)  starters and  ballasts  used in the
Premises.

      (H) Following a  determination  of an increase or decrease in the Electric
Rent Inclusion Factor attributable to the furnishing of electrical energy to the
Premises  by Lessor as set forth in this  Section 24,  Lessor and Lessee  shall,
upon request of either party,  execute,  acknowledge and deliver to each other a
supplemental  agreement in form satisfactory to Lessor reflecting such change in
the annualized Term Fixed Basic Rent and Monthly Installment of Term Fixed Basic
Rent,  but any such change shall be effective  whether or not such  agreement is
entered into.

      (I) In addition to payments of the  Electric  Rent  Inclusion  Factor,  if
Lessee  makes use of electric  current on  non-Business  Days or after  Building
Hours,  then Lessee shall pay to Lessor,  as Additional  Rent,  Lessor's cost of
supplying  electrical  current to the Premises at all such times when electrical
current  is so used.  Such  charge  shall be made on a per hour (or any  portion
thereof) basis determined by the hourly cost of supplying  electrical current to
the  Premises or such  portions  of the  Building as must be supplied to provide
electric current to the Premises;  provided,  however,  that Lessee shall not be
required  under this Section to pay for use of  electrical  current  which shall
have previously been included in a survey of Lessee's use of electrical  current
pursuant to Subsection 24(B) above.

      (J)  Notwithstanding  anything  contained  herein to the contrary,  Lessor
reserves the right, at Lessor's cost and expense, to install a separate meter to
measure  electrical  consumption  to the Premises  for  lighting  and  equipment
purposes,  in which event Lessee shall pay 107% of the meter  charges based upon
the  Electric  Rates  for  said  consumption  in lieu of the  amount  determined
pursuant to Subsection  24(B) hereof,  in which event  Lessee's Term Fixed Basic
Rent shall be decreased by the charge for Electric Rent  Inclusion  Factor as of
the date of installation of the meter.

      25.  ADDITIONAL  RENT.  It is  expressly  agreed  that  Lessee will pay in
addition to the Term Fixed Basic Rent provided in Section 3 above, an Additional
Rent to cover  Lessee's  Percentage,  as defined on the  Reference  Page, of the
increased cost to Lessor, for each of the categories enumerated herein, over the
"BASE PERIOD COSTS," as defined on the Reference Page, for said categories.

      (A)  Operating  Cost  Escalation.  If during the Lease Term the  Operating
Costs  incurred  for the  Building in which the Demised  Premises  are  located,
Complex  and Parcel,  for any Lease Year or  proportionate  part  thereof if the
Lease  Term  expires  prior  to the  expiration  of a  Lease  Year  (herein  the
"COMPARISON  PERIOD") shall be greater than the Base Operating  Costs  (adjusted
proportionately if the Comparison Period is less than a Lease Year), then Lessee
shall pay to Lessor, as Additional Rent,  Lessee's Percentage of all such excess
Operating Costs.  Operating Costs shall include,  by way of illustration and not
of limitation:  personal property taxes;  management fees; labor,  including all
wages and salaries;  social security taxes,  and other taxes which may be levied
against  Lessor  upon such wages and  salaries;  employee  benefits  and payroll
taxes;  accounting and legal fees;  any sales,  use or service taxes incurred in
connection  with the operation of the Complex or Parcel;  supplies;  repairs and
maintenance;  maintenance and service contracts;  the cost of security and alarm


                                       20
<PAGE>

services;  license  permits  and  inspection  fees;  painting;  wall and  window
washing;  laundry and towel service; tools and equipment (which are not required
to be capitalized  for Federal income tax purposes);  fire and other  insurance;
the cost of any loss  which  is the  responsibility  of  Lessor  because  of the
existence of commercially reasonable deductibles; trash removal; lawn care; snow
removal  and all  other  items  properly  constituting  direct  operating  costs
according to standard accounting practices (hereinafter collectively referred to
as the "OPERATING  COSTS").  Lessor shall be entitled to amortize and include in
Operating Costs an allocable portion of the cost of capital  improvement  items,
including  life  safety  systems,  which  are  reasonably  calculated  to reduce
operating   expenses  or  which  are  required  under  any  governmental   laws,
regulations  or ordinances  which were not applicable to the Building or Complex
or Parcel at the time it was constructed. All such costs shall be amortized over
the reasonable life of such  improvements with interest at two (2%) percent over
the prime  lending rate  announced as such by Chase  Manhattan  Bank to its most
creditworthy  borrowers  on the  unamortized  amount  in  accordance  with  such
reasonable life and  amortization  schedules as shall be determined by Lessor in
accordance  with  generally  accepted  accounting  principles.  As  used in this
Subsection  25(A), the Base Period Costs for Operating Costs shall be as defined
on the  Reference  Page.  Any  Operating  Costs which under  generally  accepted
accounting  principles  are to be  capitalized  shall be  capitalized  by Lessor
hereunder and amortized over their useful lives.

      (B) Fuel, Utilities and Electric Cost Escalation. If during the Lease Term
the utility and energy costs,  including any fuel surcharges or adjustments with
respect  thereto,  incurred  for water,  sewer,  other  utilities  and  heating,
ventilating and air conditioning for the Building, Complex and Parcel to include
all  leased and  leasable  areas (not  separately  billed or metered  within the
Building)  and Common  Facilities  electric,  lighting,  water,  sewer and other
utilities for the  Building,  the Complex and Parcel  (hereinafter  "UTILITY AND
ENERGY COSTS") for any Comparison  Period shall be greater than the Base Utility
and Energy Costs (adjusted proportionately if the Comparison Period is less than
a Lease Year) , then Lessee  shall pay to Lessor as  Additional  Rent,  Lessee's
Percentage  of all such  excess  Utility  and Energy  Costs.  Common  Facilities
electric consumption shall be charged at the bulk rate at which Lessor purchases
electrical  energy from the public utility supplying  electrical  service to the
Building.  As used in this Subsection  25(B),  the Base Utility and Energy Costs
shall be as defined on the Reference Page.

      (C) Tax Escalation. If during the Lease Term the Real Estate Taxes for the
Building,  the Complex and Parcel at which the Demised  Premises are located for
any Comparison Period shall be greater than the Base Real Estate Taxes (adjusted
proportionately if the Comparison Period is less than a Lease Year), then Lessee
shall pay to Lessor as Additional Rent,  Lessee's  Percentage of all such excess
Real Estate Taxes.

      As used in this  Subsection  25(C),  the words and terms which follow mean
and include the following:

            (i)   The  Base Period  Costs for "REAL  ESTATE  TAXES"  shall be as
defined on the Reference Page.


                                       21
<PAGE>

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

      Notwithstanding  anything  contained herein to the contrary,  Lessee shall
assume  and pay to  Lessor in full at the time of paying  the Term  Fixed  Basic
Rent,  any excise,  sales,  use, gross receipts or other taxes (other than a net
income or excess  profits  tax) which may be imposed on or measured by such Term
Fixed Basic Rent or Additional Rent or may be imposed on Lessor or on account of
the letting or which Lessor may be required to pay or collect  under any law now
in effect or hereafter enacted.

      (D) Lease Year.  As used in this  Lease,  Lease Year shall mean the twelve
(12) month period commencing on the Commencement Date and each twelve (12) month
period thereafter.  Once the base costs are established,  in the event any lease
period is less than  twelve  (12)  months,  then the Base  Period  Costs for the
categories  listed  above shall be adjusted  to equal the  proportion  that said
period bears to twelve (12) months, and Lessee shall pay to Lessor as Additional
Rent: for such period, an amount equal to Lessee's  Percentage of the excess for
said  period  over the  adjusted  base  with  respect  to each of the  aforesaid
categories. Notwithstanding, anything contained herein to the contrary, once the
base costs are established, Lessor reserves the right to calendarize billing and
payment in order to establish operating consistency.

      (E) Payment.  At any time, and from time to time, after the  establishment
of the Base Period Costs for each of the  categories  referred to above,  Lessor
shall  advise the Lessee in writing of  Lessee's  Percentage,  as defined on the
Reference  Page,  with respect to each of the  categories  as estimated  for the
current  Lease Year and for each  succeeding  Lease Year or  proportionate  part
thereof if the Lease is Term is for less than twelve (12) months, and thereafter
the Lessee shall pay as Additional  Rent,  Lessee's  Percentage of the excess of
these costs over the Base Period Costs for the then current  period  affected by
such  advice (as the same may be  periodically  revised by Lessor as  additional
costs  are  incurred)  in equal  monthly  installments  on the first day of each
month,  such new rates being applied to any months for which the installments of
Monthly  Fixed Basic Rent shall have already been paid which are affected by the
Operating Cost Escalation  and/or Utility and Energy Cost Escalation  and/or Tax
Escalation  Costs  above  referred  to, as well as the  unexpired  months of the
current  period the  adjustment  for the then  expired  months to be made at the
payment of the next  succeeding  installment  of Monthly  Fixed Basic Rent,  all
subject to final  adjustment at the  expiration of each Lease Year as defined in
Subsection 25(D) hereof or proportionate part thereof,  if the last period prior
to the Lease's  termination  is less than twelve (12)  months.  In the event the
last period  prior to the Lease's  termination  is less than twelve (12) months,
the Base Period  Costs during said period  shall be  proportionately  reduced to
correspond to the duration of said final period.


                                       22
<PAGE>

      (F) Books and Records. For the protection of Lessee, Lessor shall maintain
books of  account  which  shall be open to  Lessee  and its  representatives  at
reasonable  times and upon prior  written  notice,  so that Lessee can determine
that such Operating,  Utility,  Energy and Tax Costs have, in fact, been paid or
incurred.  Any  disagreement  with respect to any one or more of said charges if
not satisfactorily settled between Lessor and Lessee shall be referred by either
party to an independent  certified public accountant to be mutually agreed upon,
and if such an  accountant  cannot  be agreed  upon,  the  American  Arbitration
Association may be asked by either party to select an arbitrator, whose decision
on the dispute will be final and binding upon both  parties,  who shall  jointly
share any cost of such  arbitration.  Pending  resolution of said  dispute,  the
Lessee  shall pay to Lessor the sum so billed by Lessor  subject to its ultimate
resolution as aforesaid.

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

      (H) Occupancy  Adjustment.  If, with respect to Operating Cost Escalation,
as  established  in  Subsection  25(A)  hereof,  and  Utility  and  Energy  Cost
Escalation,  as  established  in Subsection  25(B)  hereof,  the Building is not
ninety-five  (95%) percent  occupied during the  establishment of the respective
Base Period  Costs,  then the Base Period  Costs  incurred  with respect to said
Operating  Cost or Utility  and Energy  Cost shall be  adjusted  during any such
period so as to reflect  ninety-five  (95%) percent  occupancy.  Similarly,  if,
during  any  Lease  Year  or  proportionate   part  thereof  subsequent  to  the
establishment  of the  respective  Base Period  Costs the  Building is less than
ninety-five (95%) percent occupied, then the actual costs incurred for Operating
Cost and Utility and Energy  Cost shall be  increased  during any such period to
reflect  ninety-five  (95%)  percent  occupancy  so that at all times  after the
establishment  of the aforesaid  Base Period Costs,  the Utility and Energy Cost
and Operating Cost shall be actual costs, but in the event less than ninety-five
(95%)  percent of the Building is occupied  during all or part of the Lease Year
involved,  the Utility and Energy Cost and Operating Cost shall not be less than
that  which  would  have been  incurred  had  ninety-five  (95%)  percent of the
Building been occupied. The aforesaid adjustment shall only be made with respect
to those items that are in fact affected by variations in occupancy  levels.  To
the extent any Operating Cost or Utility and Energy Cost is separately billed or
metered or paid for  directly  by any  Building  tenant,  to include  but not be
limited to Lessee, or for which Lessor receives reimbursements, said space shall
be considered vacant space for purposes of the aforesaid adjustment.

      26.  LESSEE'S  ESTOPPEL. (A) Lessee shall,  from time to time,  within ten
(10) days of  Lessor's  written  request,  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


                                       23
<PAGE>

listing the  instruments of  modification;  the dates to which the Monthly Fixed
Basic Rent and Additional  Rent 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;  and any other  information  which Lessor
shall  reasonably  request.  It is intended  that any such  statement  delivered
pursuant  to this  Section  26 may be relied on by a  prospective  purchaser  of
Lessor's  interest or mortgagee of Lessor's interest or assignee of any mortgage
of Lessor's interest.  Lessee hereby irrevocably appoints Lessor or if Lessor is
a trust,  Lessor's beneficiary or agent, as attorney-in-fact for the Lessee with
full  powers and  authority  to execute  and  deliver in the name of Lessee such
estoppel  certificate  if Lessee  fails to deliver the same within such ten (10)
day period and such  certificate  as signed by Lessor,  Lessor's  beneficiary or
agent, as the case may be, shall be fully binding on Lessee,  if Lessee fails to
deliver a contrary certificate within five (5) days after receipt by Lessee of a
copy of the certificate  executed by Lessor,  Lessor's  beneficiary or agent, as
the case may be, on behalf of Lessee.

      (B) Lessee's  failure to deliver such statement  within such time shall be
conclusive  upon Lessee that: (i) this Lease is in full force and effect and not
modified except as Lessor may represent;  (ii) not more than one (1) installment
of Monthly  Fixed Basic Rent has been paid in  advance;  (iii) there are no such
defaults;  and (iv) notices to Lessee shall be sent to Lessee's  mailing address
as set forth in this Lease.  Notwithstanding  the  presumptions of this Section,
Lessee shall not be relieved of its obligation to deliver said statement.

      27. HOLDOVER TENANCY. If Lessee holds possession of the Premises after the
Term of this Lease, Lessee, at Lessor's option, shall become a tenant from month
to month under the provisions herein provided, but at a Monthly Fixed Basic Rent
of one hundred and fifty (150%) percent of the prior month's Monthly Fixed Basic
Rent,  and  without  the  requirement  for  demand or notice by Lessor to Lessee
demanding  delivery of possession of said  Premises (but  Additional  Rent shall
continue as provided  in this  Lease),  which sum shall be payable in advance on
the first day of each month, and such tenancy shall continue until terminated by
Lessor by notice to Lessee given at least thirty (30) days prior to the intended
date of termination,  or until Lessee shall have given to Lessor, at least sixty
(60) days prior to the intended date of termination,  a written notice of intent
to terminate  such tenancy,  which  termination  date must be as of the end of a
calendar month. Lessee shall pay Term Fixed Basic Rent and Additional Rent until
such  alterations and corrections as are required to be made by Lessee are made,
and until such additions and  improvements  as Lessee is entitled to remove have
been  removed.  Lessee  shall also pay all damages  sustained by Lessor from any
loss or liability  resulting from such holding over and delay in surrender.  The
time limitations  described in this Section 27 shall not be subject to extension
for Force Majeure.

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

      29. "AS IS"  CONDITION.  Lessee has inspected  the Premises,  Building and
Complex,  and is thoroughly  acquainted  with their  respective  conditions  and
agrees to take same "AS IS". Lessee acknowledges that the taking of the Premises
by Lessee shall be conclusive  evidence that the Premises,  Building and Complex
were in good and  satisfactory  condition at the time possession of the Premises
was so taken.


                                       24
<PAGE>

      30.  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.

      31. LATE  CHARGE.  Lessee  recognizes  that late payment of any Term Fixed
Basic  Rent or  Additional  Rent or  other  sum due  hereunder  will  result  in
administrative  expense to Lessor,  the  extent of which  additional  expense is
extremely difficult and economically impractical to ascertain.  Lessee therefore
agrees that if Monthly Fixed Basic Rent or  Additional  Rent or any other sum is
due and payable  pursuant to this Lease,  and such amount remains due and unpaid
five (5) days after said amount is due, such amount shall be increased by a late
charge in an amount  equal to the  greater  of:  (a) Fifty and  00/100  ($50.00)
Dollars;  or (b) a sum equal to five (5%)  percent of the unpaid  Monthly  Fixed
Basic Rent or Additional Rent or other payment. 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 Section 31 in no
way relieve  Lessee of the obligation to pay Term Fixed Basic Rent or Additional
Rent or other  payment  on or before  the date on which  they are due nor do the
terms of this Section 31 in any way affect Lessor's remedies pursuant to Section
14 in the event said Term Fixed Basic Rent or  Additional  Rent or other payment
is unpaid after date due.

      32. INSURANCE.

      (A) Lessee's Insurance.

            (1)   Lessee  covenants and represents,  said  representation  being
specifically  designed to induce  Lessor to execute this Lease,  that during the
entire Term hereof, at its sole cost and expense,  Lessee shall obtain, maintain
and keep in full force and effect the following insurance:

                  (a)"ALL  RISK"  property   insurance   against  fire,   theft,
vandalism,  malicious mischief, sprinkler, leakage and such additional perils as
are  now,  or  hereafter  may  be,  included  in a  standard  extended  coverage
endorsement  from time to time in general  use in the State of New  Jersey  upon
property of every  description  and kind owned by Lessee or under Lessee's care,
custody or control and located in the  Building,  Complex or Parcel or for which
Lessee is legally  liable or installed  by or on behalf of Lessee,  including by
way of example  and not by way of  limitation,  furniture,  fixtures,  fittings,
installations  and any other  personal  property in an amount  equal to the full
replacement cost thereof.

                  (b) Commercial General Liability Insurance coverage to include
personal injury,  bodily injury, broad form property damage,  operations hazard,
owner's  protective  coverage,  contractual  liability,  products and  completed
operations  liability naming Lessor and Lessor's  mortgagee or trust deed holder
and ground  lessors (if any) as additional  named insureds in limits of not less
than One Million and 00/100 ($1,000,000.00) Dollars.


                                       25
<PAGE>

                  (c)Business  interruption  insurance  in such  amounts as will
reimburse  Lessee for direct or indirect  loss of earnings  attributable  to all
perils commonly insured against by prudent tenants or assumed by Lessee pursuant
to this Lease or attributable to prevention or denial of access to the Premises,
Building, Complex or Parcel as a result of such perils.

                  (d)Workers'  Compensation  insurance  in form  and  amount  as
required by law.

                  (e) Business  auto  liability  covering  owned,  non-owned and
hired   vehicles  with  a  limit  of  not  less  than  One  Million  and  00/100
($l,000,000.00) Dollars per accident.

                  (f) Any other form or forms of  insurance  or any  increase in
the  limits  of any of the  aforesaid  enumerated  coverages  or other  forms of
insurance as Lessor or the  mortgagees or ground  lessors (if any) of Lessor may
reasonably  require from time to time if in the reasonable  opinion of Lessor or
said mortgagees or ground lessors said coverage and/or limits become  inadequate
or less than that commonly maintained by prudent tenants in similar buildings in
the area by tenants making similar uses.

            (2) All  insurance  policies  required  pursuant to this  Section 32
shall  be taken  out with  insurers  rated  at  least A7 by A.M.  Best  Company,
Oldwick,  New Jersey,  who are licensed to do business in the State and shall be
in form  satisfactory  from  time to time to  Lessor.  A policy  or  certificate
evidencing such insurance together with a paid bill shall be delivered to Lessor
not less than  fifteen (15) days prior to the  commencement  of the Term hereof.
Such insurance policy or certificate will provide an undertaking by the insurers
to notify  Lessor and the  mortgagees  or ground  lessors  (if any) of Lessor in
writing not less than thirty (30) days prior to any material  change,  reduction
in coverage, cancellation, or other termination thereof. Should a certificate of
insurance  initially be provided a policy  shall be  furnished by Lessee  within
thirty (30) days of the Term's commencement.

            (3) In the event of damage to or destruction of the Building  and/or
Premises  entitling Lessor or Lessee to terminate this Lease pursuant to Section
10 hereof,  and if this Lease be so terminated,  Lessee will  immediately pay to
Lessor  all of  its  insurance  proceeds,  if  any,  relating  to the  leasehold
improvements  and  alterations  (but not  Lessee's  trade  fixtures,  equipment,
furniture  or other  personal  property  of Lessee in the  Premises)  which have
become Lessor's  property on installation or would have become Lessor's property
at the Term's expiration or sooner termination. If the termination of the Lease,
at Lessor's election, is due to damage to the Building, and if the Premises have
not been so  damaged,  Lessee will  deliver to Lessor,  in  accordance  with the
provisions of this Lease, the improvements and alterations to the Premises which
have  become  an  installation  or would  have  become,  at the  Term's  natural
expiration, Lessor's property.

            (4) Lessee agrees that it will not keep or use or offer for sale (if
sales of goods is a permitted  use  pursuant to Section 4 hereof) in or upon the
Premises or within the  Building,  Complex or Parcel,  any article  which may be
prohibited  by any  insurance  policy in force  from time to time  covering  the


                                       26
<PAGE>

Building,  Complex  or Parcel.  In the event  Lessee's  occupancy  or conduct of
business  in or on the  Premises,  Building,  Complex or Parcel,  whether or not
Lessor has  consented  to the same,  results in any  increase  in  premiums  for
insurance  carried  from time to time by Lessor  with  respect to the  Building,
Complex or Parcel, Lessee shall pay such increase in premiums as Additional Rent
within ten (10) days after  being  billed  therefor  by Lessor.  In  determining
whether  increased  premiums  are a result  of  Lessee's  use and  occupancy,  a
schedule  issued  by  the  organization  computing  the  insurance  rate  on the
Building,  Complex  or Parcel  showing  the  components  of such  rate  shall be
conclusive  evidence of the items and charges making up such rate.  Lessee shall
promptly comply with all reasonable  requirements of the insurance  authority or
of any insurer now or  hereafter in effect  relating to the  Premises  Building,
Complex or Parcel.

            (5) If any insurance  policy  carried by either party as required by
this Section 32 shall be cancelled or  cancellation  shall be  threatened or the
coverage  thereunder reduced or threatened to be reduced in any way by reason of
the use or occupation of the Premises,  Building,  Complex or Parcel or any part
thereof by Lessee or any assignee or sublessee of Lessee or anyone  permitted by
Lessee to be upon the  Premises,  and if Lessee  fails to remedy the  conditions
giving rise to said  cancellation  or  threatened  cancellation  or reduction in
coverage on or before the  earlier of (i)  forty-eight  (48) hours after  notice
thereof from Lessor,  or (ii) prior to said  cancellation or reduction  becoming
effective, Lessee shall be in default hereunder and Lessor shall have all of the
remedies available to Lessor pursuant to this Lease.

            (B) Lessor's Insurance.  Lessor covenants and agrees that throughout
the Term it will insure the  Building,  excluding  any property  with respect to
which Lessee is obligated to insure pursuant to Subsection  32(A) (1) (a) above,
against  damage  by fire  and  standard  extended  coverage  perils  and  public
liability insurance in such reasonable amounts with such reasonable  deductibles
as required by any mortgagee or ground  lessor,  or if none, as would be carried
by a prudent owner of a similar building in the area. In addition,  Lessor shall
maintain and keep in force and effect during the Term,  rental income  insurance
insuring  Lessor against  abatement or loss of Term Fixed Basic Rent,  including
items of Additional  Rent, in case of fire or other casualty  similarly  insured
against, in an amount at least equal to the Term Fixed Basic Rent and Additional
Rent during, at the minimum, one (1) Lease Year hereunder. Lessor may, but shall
not be  obligated  to, take out and carry any other forms of  insurance as it or
the  mortgagee  or ground  lessor (if any) of Lessor may  require or  reasonably
determine available. All insurance carried by Lessor on the Building, Complex or
Parcel  shall be included as an Operating  Cost  pursuant to  Subsection  25(A).
Notwithstanding its inclusion as an Operating Cost or any contribution by Lessee
to the  cost  of  insurance  premiums  by  Lessee  as  provided  herein,  Lessee
acknowledges  that it has no  right  to  receive  any  proceeds  from  any  such
insurance  policies  carried by Lessor.  Lessee  further  acknowledges  that the
exculpatory  provisions  of  this  Lease  as set  forth  in  Section  39 and the
provisions  of this Section 32 as to Lessee's  insurance  are designed to insure
adequate  coverage as to Lessee's  property and business without regard to fault
and avoid Lessor obtaining  similar coverage for said loss for its negligence or
that of its agents, servants or employees which could result in additional costs
includable as part of Operating  Costs which are payable by Lessee.  Lessor will
not carry insurance of any kind on Lessee's furniture or furnishings,  or on any
fixtures,  equipment,  appurtenances  or improvements of Lessee under this Lease
and Lessor shall not be  obligated  to repair any damage  thereto or replace the
same.


                                       27
<PAGE>

      (C) Waiver of  Subrogation.  All  policies of fire,  extended  coverage or
similar  casualty  insurance,  which either party obtains in connection with the
Premises,  Building,  Complex or Parcel  shall  include a clause or  endorsement
denying  the  insurer  any rights of  subrogation  against the other party (i.e.
Lessor or Lessee) for all perils covered by said policy.  Should such waiver not
be available,  then the policy for which the waiver is not  available  must name
the other party as an additional named insured affording it the same coverage as
that provided the party obtaining said coverage.

      33. 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).

      34. QUIET ENJOYMENT. Lessor covenants that if, and so long as, Lessee pays
the Term  Fixed  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 and to any ground  lease,
mortgage or deed of trust to which this Lease shall be subordinate.

      35.  INDEMNITY.  Lessee shall  indemnify and save harmless  Lessor and its
agents  against and from (a) any and all claims (i) arising from (x) the conduct
or management by Lessee,  its  subtenants,  licensees,  its or their  employees,
agents,  contractors  or  invitees on the  Demised  Premises or of any  business
therein,  or (y) any work or thing  whatsoever  done, or any  condition  created
(other than by Lessor for Lessor's or Lessee's  account) in or about the Demised
Premises  during the Term of this  Lease or during  the period of time,  if any,
prior to the  Commencement  Date that  Lessee may have been given  access to the
Demised Premises,  or (ii) arising from any negligent or otherwise  wrongful act
or  omission of Lessee or any of its  subtenants  or  licensees  or its or their
employees,  agents,  contractors  or invitees,  and (b) all costs,  expenses and
liabilities  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 by reason of any such  claim,  Lessee,  upon notice  from  Lessor,  shall
resist and defend such action or  proceeding.  The provisions of this Section 35
shall survive the expiration or sooner termination of this Lease.

      36. RULES OF CONSTRUCTION/APPLICABLE LAW. Any table of contents, captions,
headings and titles in this Lease are solely for  convenience  of reference  and
shall not  affect its  interpretation.  This Lease  shall be  construed  without
regard to any presumption or other rule requiring construction against the party
causing  this Lease to be  drafted.  If any words or phrases in this Lease shall
have been stricken out or otherwise  eliminated,  whether or not any other words
or phrases  have been added,  this Lease shall be  construed  as if the words or
phrases so stricken  out or  otherwise  eliminated  were never  included in this
Lease no implication  or inference  shall be drawn from the fact that said words
or  phrases  were  so  stricken  out or  otherwise  eliminated.  Each  covenant,
agreement,  obligation  or other  provision of this Lease on Lessee's part to be
performed,  shall be deemed and construed as a separate and independent covenant
of Lessee,  not  dependent on any other  provision of this Lease.  All terms and
words used in this Lease,  regardless  of the number or gender in which they are
used,  shall be deemed to include any other  number and any other  gender as the
context may require.  This Lease shall be governed and  construed in  accordance
with the laws of the State of New Jersey (excluding New Jersey conflict of laws)
and by the State courts of New Jersey.  If any of the  provisions of this Lease,
or the application  thereof to any person or circumstances,  shall to any extent
be invalid or unenforceable,  the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances  other than those as to
whom or  which  it is held  invalid  or  unenforceable,  shall  not be  affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.


                                       28
<PAGE>

      37. 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.

      38. PARKING. Lessor agrees that Lessee, its employees,  agents,  permitted
subtenants,  customers and invitees shall be entitled, in the aggregate,  to the
use of those parking  spaces as enumerated on the Reference  Page,  from time to
time,  as, when and where  available  in the parking  areas  appurtenant  to the
Building.  Lessor  hereby  expressly  reserves the right,  from time to time, to
change the area, level,  location and arrangement of the parking areas; to build
multi-story  parking  facilities;  to  restrict  parking by  tenants  and to the
occupants of the Building and their  employees,  agents,  permitted  subtenants,
customers and invitees;  to enforce  parking  charges (by operation of meters or
otherwise) and to close  temporarily  all or any portion of the parking areas or
other common areas for the purpose of making  repairs or changes  thereto and to
discourage  non-customer parking. If any vehicle of Lessee, or of any subtenant,
licensee,  or  concessionaire,  or  of  their  respective  officers,  agents  or
employees,  is  parked  in any  part of the  Common  Facilities  other  than the
employee  parking  area(s)  designated  therefor by Lessor,  Lessee shall pay to
Lessor such reasonable  penalty as may be fixed by Lessor from time to time. All
amounts  due  under  the  provisions  of this  Section  shall  be  deemed  to be
Additional  Rent.  Lessee agrees promptly to execute  Lessor's  standard parking
agreement if, as and when  promulgated by Lessor for use in connection  with the
Building,  provided  that Lessee  shall have been  provided  with a copy of such
agreement.  Notwithstanding  anything  contained  herein to the contrary,  it is
understood  and agreed  that a  gate-controlled  area is  utilized  for  covered
parking  spaces.  The spaces within said covered area shall not be  specifically
assigned on an  individual  basis and those spaces  enumerated  on the Reference
Page as being  covered shall be undercover  but not  specifically  earmarked for
Lessee,  said  spaces to be  available  on a first come first serve basis to all
those entitled to covered spaces who have been assigned spaces within said area.
The total  spaces  available  within said area shall  equal the total  number of
people with access to said area.  Nothing  contained  herein  shall be deemed to
impose any obligation on Lessor to police the parking area.


                                       29
<PAGE>

      39.  LESSOR'S  EXCULPATION.  Lessor  shall not be liable to Lessee for any
loss suffered by Lessee under any circumstances,  including,  but not limited to
(i) that arising from the negligence of Lessor, its agents, servants,  invitees,
contractors  or  subcontractors,  or from  defects,  errors or  omissions in the
construction  or design of the Premises  and/or the Building  and/or the Complex
and/or the Parcel including the structural and  nonstructural  portions thereof;
or (ii) for loss of or  injury to Lessee  or to  Lessee's  property  or that for
which  Lessee is legally  liable from any cause  whatsoever,  including  but not
limited  to theft or  burglary;  or (iii)  for  that  which  results  from or is
incidental  to the  furnishing of or failure to furnish or the  interruption  in
connection  with the  furnishing  of any service  which  Lessor is  obligated to
furnish  pursuant  to this  Lease;  or (iv)  for  that  which  results  from any
inspection,  repair, alteration or addition or the failure thereof undertaken or
failed to be  undertaken  by Lessor;  or (v) for any  interruption  to  Lessee's
business,  however occurring. The aforesaid exculpatory Section is to induce the
Lessor,  in its judgment,  to avoid or minimize  covering risks which are better
quantified and covered by Lessee either through insurance (or  self-insurance or
combinations thereof if specifically  permitted pursuant to this Lease), thereby
permitting  potential cost savings in connection  with the Operating Costs borne
by Lessee pursuant to Section 25.

      40. COMMISSION. Lessee represents and warrants that no broker was involved
in negotiating  and bringing about this Lease and Lessee further  represents and
warrants to the Lessor that no broker brought about this transaction, and Lessee
agrees to  indemnify  and hold  Lessor  harmless  from any and all claims of any
brokers arising out of or in connection with the negotiations of or the entering
into this Lease by Lessee and Lessor.  In no event shall  Lessor's  mortgagee(s)
have any obligation to any broker involved in this transaction.

      41.  RECORDATION.  Lessee  shall not  record  this  Lease or a short  form
memorandum  hereof without the prior written  consent of Lessor.  If Lessee does
record this Lease or a short form  memorandum  without the prior written consent
of Lessor, it shall be considered an incurable default under the Lease entitling
the Lessor to  terminate  the  Lessee's  occupancy.  Lessee  hereby  irrevocably
appoints Lessor as Lessee's  attorney-in-fact  to execute and file a termination
of any such memorandum.

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

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

      (B) Business Days and Building Hours. As used in this Lease, the "BUSINESS
DAYS" and the "BUILDING HOURS" shall be Monday through Friday, 8:00 a.m. to 6:00
p.m.,  and on Saturdays  from 8:00 a.m. to 1:00 p.m.,  excluding  those  Federal
and/or State  holidays  observed by the employees of Lessor,  except that Common
Facilities, lighting in the Building, the Complex and Parcel shall be maintained
for such  additional  hours as, in  Lessor's  sole  judgment,  is  necessary  or
desirable to insure proper  operation of the  Building,  the Complex and Parcel.
Notwithstanding the foregoing,  Lessee shall be permitted access to the Building
and Premises twenty-four (24) hours a day, three hundred sixty-five (365) days a
year.


                                       30
<PAGE>

      (C) Common Facilities.  Common Facilities shall include, by way of example
and not by way of limitation, the parking areas; ingress and egress areas to the
Complex;  lobby;  elevator(s);  public hallways;  public  lavatories,  all other
general Building or Complex  facilities that service all Building  tenants;  air
conditioning rooms; fan rooms; janitors' closets;  electrical closets; telephone
closets;  elevator  shafts and machine  rooms;  flues;  stacks;  pipe shafts and
vertical  ducts  with  their  enclosing  walls.  Lessee's  use of  those  Common
Facilities  not open to all tenants is subject to Lessor's  consent which may be
denied  for any  reason.  Lessor may at any time  close  temporarily  any of the
Common Facilities to make repairs or changes therein or to effect  construction,
repairs or changes  within the  Building,  Complex or Parcel,  or to  discourage
non-tenant  parking or to prevent the  dedication  of the same,  and may do such
other  acts in and to any of the Common  Facilities  as in its  judgment  may be
desirable  to improve the  convenience  thereof but shall  always in  connection
therewith endeavor to minimize any inconvenience to Lessee.

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

      (E) Lessee's Percentage.  The parties agree that Lessee's  Percentage,  as
defined on the  Reference  Page,  reflects and will be  continually  adjusted to
reflect the sum arrived at by dividing  the gross square feet of the area rented
to Lessee  (including an allocable share of all Common  Facilities) as set forth
in Section 1, as the numerator,  plus any additional gross square footage leased
from time to time  pursuant to this Lease,  by the total  number of gross square
feet of the Complex (or additional  buildings that may be constructed within the
Parcel),  as the  denominator,  measured  outside wall to outside wall less five
(5%) percent  vacancy  allowance of the Complex.  Lessor shall have the right to
make changes or revisions in the Common Facilities of the Building or Complex so
as to  provide  additional  leasing  area.  Lessor  shall also have the right to
construct  additional  buildings  in the Parcel for such  purposes as Lessor may
deem appropriate and subdivide the lands for that purpose if necessary, and upon
so doing,  the Parcel shall become the  subdivided  lot on which the Building in
which the Demised Premises is located. If any service provided for in Subsection
25(A) or any utility  provided for in Subsection  25(B) is separately  billed or
separately  metered  within the Building or within the Complex,  then the square
footage so billed or metered shall be deemed vacant and if applicable subject to
the Occupancy  Adjustment set forth in Subsection 25(H). Lessee understands that
as a result of changes in the layout of the Common  Facilities from time to time
occurring  due  to,  by way of  example  and  not  by  way  of  limitation,  the
rearrangement of corridors,  the aggregate of all tenant Building  proportionate
shares or complex  proportionate  shares  may be equal to,  less than or greater
than one hundred (100%) percent.


                                       31
<PAGE>

      44. LEASE COMMENCEMENT.  Notwithstanding  anything contained herein to the
contrary,  if Lessor, for any reason whatsoever,  including Lessor's negligence,
cannot deliver  possession of the Premises to Lessee at the  commencement of the
agreed Term as set forth in Section 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  (herein  the  "COMMENCEMENT  DATE")  and to  terminate
midnight of 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.  Nothing  contained herein shall be deemed to modify the
commencement  of  the  Lease  Term  as  set  forth  in  Section  2 and  Lessee's
obligations hereunder if Lessor is unable to deliver the Demised Premises on the
Commencement  Date by reason of Lessee's failure to comply with the requirements
of Subsection 29(B).

      45.  NOTICES.  Any notice by either party to the other shall be in writing
and shall be deemed to have been duly given only if (a) delivered  personally or
(b) sent by  registered  mail or  certified  mail in a postpaid  envelope  or by
regulated  carrier  service  with  return  receipt  or (c)  sent  by  nationally
recognized  overnight  courier service such as Federal Express,  addressed if to
Lessee, at the  above-described  Building;  if to Lessor, at Lessor's address as
set forth  above,  with copy to  Meister  Seelig & Fein LLP,  Two Grand  Central
Tower, 140 East 45th Street,  19th Floor,  New York, New York 10017,  Attention:
Stephen  B.  Meister,  Esq.;  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 upon its receipt or  rejection  as evidenced by a bill of lading
or return receipt or upon delivery if personally served.

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

      47.  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  Monthly  Fixed  Basic  Rent or  Additional  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.


                                       32
<PAGE>

      48.  LESSOR'S  RESERVED  RIGHT.  Lessor  and Lessee  acknowledge  that the
Premises are in a Building and Complex which are not open to the general public.
Access to the Building or Complex 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 Complex or make any
other  change in  operating  conditions  to restrict  pedestrian,  vehicular  or
delivery ingress and egress to a particular location.

      49.  RELOCATION BY LESSEE.  Lessor hereby  reserves the right, at its sole
expense  and on at least  ninety  (90) days' prior  written  notice,  to require
Lessee to move from the Premises to other space within the Complex of comparable
size and decor in order to  permit  Lessor to  consolidate  the space  leased to
Lessee with any other space leased or to be leased  provided,  however,  that in
the event of receipt of any such notice,  Lessee,  by written  notice to Lessor,
may elect not to move to the other  space  and in lieu  thereof  terminate  this
Lease  effective  sixty  (60)  days  after  the date of the  original  notice of
relocation  by Lessor.  In the event Lessee  elects to  terminate as  aforesaid,
Lessor shall have the option to withdraw its exercise of the relocation  option.
In the event of any such  relocation,  Lessor will pay all expenses of preparing
and  decorating the new premises so that they will be  substantially  similar to
the Premises from which Lessee is moving and Lessor will also pay the expense of
moving Lessee's furniture and equipment to the new premises. In such event, this
Lease and each and all of the terms,  covenants  and  conditions  hereof,  shall
remain in full force and effect and  thereupon be deemed  applicable to such new
space  except  that the  description  of the  Premises  shall be revised  and if
applicable Lessee's Percentage shall likewise be revised.

      50. CORPORATE AUTHORITY. If Lessee is a corporation, Lessee represents and
warrants that this Lease and the undersigned's  execution of this Lease has been
duly and  irrevocably  authorized  and  approved by the  corporation's  Board of
Directors.  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,  and within  fifteen (15) days of execution  hereof,
Lessee will provide Lessor with a corporate resolution confirming the aforesaid.

      51. NUMBER AND GENDER. The terms "LESSOR" and "LESSEE" or any pronoun used
in place thereof shall indicate and include  Landlord and Tenant,  the masculine
or feminine, the singular or plural number, individuals,  firms or corporations,
and their and each of their respective successors, executors, administrators and
permitted  assigns,  according to the context  hereof.  In any case,  where this
Lease is signed by more than one  person,  the  obligations  hereunder  shall be
joint and several.

      52. LESSEE  RESTRICTION.  Lessee  acknowledges that it has been advised by
Lessor that Lessor shall be precluded from permitting  leases in the Building or
Complex to any cafeteria/restaurant operation including take-out service, coffee
wagon service,  delivery service and/or catering service, and Lessee agrees that
it shall not use or suffer  the use of all or any of the  Premises  for any such
restricted uses.


                                       33
<PAGE>

      53.  GOVERNMENT  REQUIREMENTS.  In the event of the imposition of Federal,
State, or local governmental control, rules, regulations, or restrictions on the
use or  consumption  of energy or other  utilities  or with respect to any other
aspect of this Lease  during  the Term,  both  Lessor and Lessee  shall be bound
thereby.  In the event of a difference  in  interpretation  of any  governmental
control,  rule,  regulation  or  restriction  between  Lessor  and  Lessee,  the
interpretation  of Lessor  shall  prevail,  and  Lessor  shall have the right to
enforce  compliance,  including  the right of entry into the  Premises to effect
compliance.

      54.  LIMITATION  OF LESSOR'S  LIABILITY.  Notwithstanding  anything to the
contrary provided in this Lease, it is specifically  understood and agreed, such
agreement  being a primary  consideration  for the  execution  of this  Lease by
Lessor,  that there shall be  absolutely  no personal  liability  on the part of
Lessor,  its  constituent  members (to  include but not be limited to  officers,
directors,  partners and trustees), their respective successors,  assigns or any
mortgagee in possession (for the purposes of this Section, 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.  A deficit capital account of any portion in
Lessor  shall  not be deemed  an asset or  property  of  Lessor.  The  foregoing
limitation of liability  shall be noted in any judgment  secured  against Lessor
and in the judgment index.

      55. 24-HOUR ACCESS.  Lessee shall be entitled to 24-hour,  seven (7) day a
week access to the Premises, but this shall not be construed as authorization to
make use of the Building services beyond the Building Hours without  reimbursing
Lessor  for the cost  thereof,  and  shall be  subject  to any  governmental  or
municipal  laws and  regulations  with respect to said 24-hour,  seven (7) day a
week access. Lessee shall obtain access by means of a key or other similar means
to be provided by Lessor to afford access to the Building.

      56. RENT CONCESSION. Provided Lessee is not in default and notwithstanding
anything  contained  herein to the contrary,  Lessee shall be entitled to a Term
Fixed Basic Rent  abatement in the amount of Twenty Three  Thousand Four Hundred
Fifty Four and 17/100  ($23,454.17)  Dollars per month, or a proportionate  part
thereof  in the event the Lease  commences  on a day other than the first day of
the month, up to an aggregate amount of Seventy Thousand Three Hundred Sixty Two
and 51/100  ($70,362.51)  Dollars,  said  concession  to be applied  against the
installments  of Monthly  Fixed  Basic Rent due  pursuant  to this Lease for the
second  (2nd),  third  (3rd) and fourth  (4th ) months of the Term  (herein  the
"Concession  Period").  The entire  Fixed Basic Rent  otherwise  due and payable
during the  Concession  Period shall become  immediately  due and payable to the
Lessor upon the occurrence of an event of default by Lessee under the Lease.


                           [SIGNATURE PAGE TO FOLLOW]


                                       34
<PAGE>

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

LESSEE:                                       LESSOR:

GOAMERICA COMMUNICATIONS CORP.                STELLAR CONTINENTAL LLC
                                              By: Stellar Capital Investors, LLC
                                              Its Manager


By:                                           By:
   -------------------------------               -------------------------------
Name:                                         Name:
Its:                                          Its:


                                       35
<PAGE>

                                    EXHIBIT A

                                    PREMISES


                           [TO BE SUPPLIED BY LESSOR]


<PAGE>

                                    EXHIBIT B

                              RULES AND REGULATIONS

      EXHIBIT  B TO LEASE  DATED  THE ____ DAY OF  JULY,  2004  BETWEEN  STELLAR
CONTINENTAL  LLC, a Delaware  limited  liability  company  with an office at 156
William Street,  New York, New York 10038  (hereinafter  called  "LESSOR"),  and
GOAMERICA  COMMUNICATIONS  CORP., a corporation  whose address is 401 Hackensack
Avenue, Hackensack, New Jersey 07601 (hereinafter called "LESSEE").

      1. No sign,  placard,  picture,  advertisement,  name or  notice  shall be
installed  or  displayed in any part of the outside or inside of the Building if
visible from a public area without prior written  consent of the Lessor.  Lessor
shall have the right to remove, at Lessee's expense and without notice, any sign
installed  or  displayed  in  violation  of this  rule.  All  approved  signs or
lettering  in public  corridors  shall be inscribed or affixed at the expense of
Lessee by a person  or vendor  chosen  by  Lessor  and in  conformance  with the
Building  standard  signage program.  In addition,  Lessor reserves the right to
change  from time to time the  format of the signs or  lettering  and to require
previously  approved  signs or lettering  to be  appropriately  altered.  Lessor
agrees to install, at Lessee's sole cost and expense,  Building standard signage
identifying  (i) Lessee's name on or adjacent to the door to Lessee's  Premises,
and (ii) Lessee's location on the Building floor occupied by Lessee.

      2.  Lessee  shall  use and  keep in place  the  Building  standard  window
covering. Lessee shall not place anything or allow anything to be placed against
or near any doors or windows which may appear  unsightly,  in the opinion of the
Lessor, from outside the Premises.

      3. Lessee  shall not  obstruct  any  sidewalks,  halls,  passages,  exits,
entrances,  elevators,  escalators  or  stairways  of the  Building.  The halls,
passages, exits, entrances, shopping malls, elevators,  escalators and stairways
are not for the general  public,  and Lessor shall in all cases retain the right
to control  and prevent  access  thereto of all  persons  whose  presence in the
judgment of Lessor would be prejudicial to the safety, character, reputation and
interests of the Building and its tenants.  However,  nothing  herein  contained
shall be  construed  to  prevent  such  access to  persons  with whom any tenant
normally deals in the ordinary  course of its business,  unless such persons are
engaged  in illegal  activities.  No tenant  and no  employee  or invitee of any
tenant shall go upon the roof of the Building.

      4. The  directory of the  Building  will be provided  exclusively  for the
display of the name and location of tenants  only and Lessor  reserves the right
to exclude any other names therefrom.  No more than two entries on the directory
located  in the  Building  lobby  and no more  than one  entry on the  directory
located in the Building lower lobby  designating  Lessee shall be installed,  at
Lessee's sole cost and expense.

      5. All cleaning  services for the Premises  shall be arranged  exclusively
through the Lessor.  Lessee shall not cause any unnecessary  labor or service by
carelessness  or indifference to the good order and cleanliness of the Premises,
however occurring

      6.  Lessor will  furnish  Lessee free of charge with two keys to each door
lock in the  Premises.  Lessor may make a reasonable  charge for any  additional
keys.  Lessee shall not make or have made additional  keys, and Lessee shall not
alter any lock or install a new or  additional  locks or bolt on any door of its
Premises.  Lessee, upon the termination of its tenancy,  shall deliver to Lessor
the keys of all doors which have been  furnished to Lessee,  and in the event of
loss of any keys so furnished, shall pay Lessor therefor.

<PAGE>

      7. If Lessee requires  telegraphic,  telephonic,  burglar alarm or similar
services,  it shall first obtain,  and comply with,  Lessor's  instructions  for
their installation.

      8. No  equipment,  materials,  furniture,  packages,  supplies,  or  other
property  will be received in the  Building or carried in the  elevators  except
between  such  hours  and in such  elevators  as may be  designated  by  Lessor.
Furniture,  equipment or supplies shall be moved in and out of the Building only
during such hours, and in such manner, and by vendors designated by Lessor.

      9. Lessee shall not place a load upon any floor which exceeds the load per
square foot which such floor was  designed to carry and which is allowed by law.
Lessor  through  Lessor's  structural  engineer,  whose fee shall be paid for by
Lessor,  shall have the right to prescribe the weight,  size and position of all
equipment,  materials,  furniture or other  property  brought into the Building.
Heavy  objects  shall  stand on such  platforms  as  determined  by Lessor to be
necessary  to properly  distribute  weight.  Business  machines  and  mechanical
equipment  belonging  to  Lessee  which  cause  noise or  vibration  that may be
transmitted  to the  structure of the Building or to any space therein to such a
degree as to be  objectionable  to Lessor or to any tenants  shall be placed and
maintained by Lessee,  at Lessee's  expense,  on vibration  eliminators or other
devices sufficient to eliminate noise or vibration. The persons employed to move
such  equipment in or out of the Building must be  acceptable to Lessor.  Lessee
will be  responsible  for loss of, or damage done to the Building by maintaining
or moving such equipment or other property.

      10. Lessee shall not use any method of heating or air conditioning such as
space heaters or fans other than that supplied by Lessor. Lessee shall not waste
electricity, water or air conditioning. Lessee shall keep corridor doors closed.

      11.  Lessor  reserves  the  right  to  exclude  from the  Building  during
non-Building  Hours as defined by Lessor any  person  unless  that  person has a
Building  pass issued by Lessor at Lessee's  written  request.  Lessee  shall be
responsible  for all persons  for who it requests  passes and shall be liable to
Lessor for all acts of such persons.  Lessor shall not be liable for damages for
any error with regard to the admission to or exclusion  from the Building of any
person.

      12.  Lessee  shall close and lock the doors of its  Premises  and entirely
shut all water faucets or other water apparatus  before Lessee and its employees
leave the  Premises.  Lessee  shall be  responsible  for any damage or  injuries
sustained  by other  tenants  or  occupants  of the  Building  or by Lessor  for
noncompliance with this rule.

      13. The toilet rooms,  toilets,  urinals,  wash bowls and other  apparatus
shall  not be  used  for any  purpose  other  than  that  for  which  they  were
constructed.  No  foreign  substance  of any kind  whatsoever  shall  be  thrown
therein, and the expense of any breakage,  stoppage or damage resulting from the
violation  of this rule  shall be borne by Lessee  who,  or whose  employees  or
invitees, shall have caused it.

      14. Lessee shall not install any radio or television antenna,  loudspeaker
or other device on the roof or exterior walls of the Building.  Lessee shall not
interfere  with radio or  television  broadcasting  or reception  from or in the
Building elsewhere.

<PAGE>

      15.  Except as approved by Lessor,  Lessee  shall not mark,  drive  nails,
screw or drill  into  partitions,  woodwork  or plaster or in any way deface the
Premises.  Lessee shall not cut or bore holes for wires.  Lessee shall not affix
any floor covering to the floor of the Premises in any manner except as approved
by Lessor. Lessee shall repair any damage resulting from noncompliance with this
rule.

      16.  Lessee shall not  install,  maintain or operate upon the Premises any
vending machines or video game machines.

      17.  Lessee  shall  store all its trash and garbage  within its  Premises.
Lessee shall not place in any trash box or receptacle  any material which cannot
be  disposed  of in the  ordinary  and  customary  manner of trash  and  garbage
disposal.  All  garbage and refuse  disposal  shall be made in  accordance  with
directions issued from time to time by Lessor.

18. No cooking shall be done or permitted by any Lessee in the Premises,  except
that use of Underwriters' Laboratory approved equipment for brewing coffee, tea,
hot  chocolate  and similar  beverages  shall be  permitted,  provided that such
equipment and use is in accordance with all applicable  federal,  state and city
laws, codes, ordinances, rules and regulations.

      19.  Lessee  shall not use in the  Building  any hand trucks  except those
equipped  with the rubber tires and side guards or such other  material-handling
equipment  as Lessor may approve.  Lessee shall not bring any other  vehicles of
any kind into the Building.

      20. Lessee shall not use the name of the Building in connection with or in
promoting or advertising the business of Lessee except as Lessee's  address,  or
in any way impair the Building's reputation.

      21. Lessee shall pay on demand the cost of  replacement of any glass doors
broken in or on the  perimeter of the  Premises  during the  continuance  of the
Lease, unless the glass shall be broken by Lessor, its employees or agents.

      22. The  requirements of Lessee will be attended to only upon  appropriate
application to the office of the Building by an authorized individual. Employees
of Lessor  shall not  perform any work or do  anything  outside of their  duties
unless under instructions from Lessor.

      23.  Lessor may waive any one or more of these Rules and  Regulations  for
the benefit of any  particular  tenant or tenants,  but no such waiver by Lessor
shall be  construed  as a waiver of such Rules and  Regulations  in favor of any
other tenant or tenants,  nor prevent Lessor from thereafter  enforcing any such
Rules and Regulations.

      24. No animals,  vehicles or  bicycles  shall be allowed in the  Building,
except animals such as seeing-eye dogs,  etc., as may be reasonably  required to
accommodate the needs of individuals with disabilities.

      25. The use of oil,  gas or  flammable  liquids for  heating,  lighting or
cleaning  or any other  purpose is  expressly  prohibited.  Explosives  or other
articles deemed hazardous shall not be brought into the Building.

      26.  Canvassing,  soliciting  and  peddling  in or about the  Building  is
expressly prohibited.

      27.  Lessee  shall not permit any portion of the Premises to be used as an
office for public stenographer or typist, or as a barber or manicure shop, or as
an employment bureau.  Lessee shall not advertise for laborers giving an address
at the Building.

      28. Lessee shall not purchase or permit the purchase of spring water, ice,
food,  beverage,  cleaning  towels or other like  services,  from any person not
approved by Lessor.

<PAGE>

      29. No space shall be used for banking, lodging, manufacturing, storage of
or sale of merchandise, goods or property of any kind or any other business that
involves patronage from the general public.

      30.  For the  benefit  of all  tenants,  Lessor  shall  have the  right to
reasonably limit elevator use during peak use hours.

      31.  The  Rules  and  Regulations  are in  addition  to,  and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants,  agreements  and  conditions  of any  lease  of any  premises  in the
Building.


<PAGE>


                                    EXHIBIT C

                             CLEANING SPECIFICATIONS

I.    GENERAL

      a.    All cleaning  personnel must enter and exit the complex  through the
            security  command post,  sign-in and be issued a  Continental  Plaza
            property  badge (in  addition  to a picture ID badge,  which will be
            issued by the cleaning company).

      b.    The day porters must wear uniforms and ID badges at all times.

      c.    The  night  supervisors  should  keep  track of all  items  that are
            malfunctioning, such as soap dispensers, sanitary napkin dispensers,
            clogged toilet bowls, etc. and notice the Management Office the next
            day.

      d.    The night  supervisor  should be at Continental  Plaza by 4:30 PM to
            pick-up all messages from the Management  Office for that particular
            day.

      e.    All  equipment  should  be in  good  working  order  and  kept  in a
            designated area.

      f.    There should be adequate supplies on-site at all times.

      g.    The day porters and  supervisor  must be able to understand  English
            and able to communicate in a respectable fashion.

      h.    Clean  all  areas  of  the  building  interior,  including  entrance
            lobbies, corridors, loading docks, garages,  stairwells,  lavatories
            and  elevators.  Not  included  are a  stand-alone  restaurant  (407
            Hackensack Avenue) and elevator shafts.

      i.    Employees  assigned to the building shall be carefully  interviewed,
            screened  and  bonded.  They  shall be neat and clean in  appearance
            wearing a uniform and properly identified with a picture ID badge.

      j.    Every  week,  a copy of each  employee's  time card will be given to
            Stellar Capital Management.

      k.    Employees shall abide by all building regulations and safety rules.

      l.    Employees  shall  not eat,  drink or smoke on duty.  They  shall not
            disturb paper on desks,  open drawers or cabinets,  use  telephones,
            televisions, walkmans or radios.

      m.    Competent  supervisory personnel shall be employed and they will, at
            a minimum, have completed a supervisory training course.

<PAGE>

      n.    The  supervisor  will  report  to  Stellar  Capital  Management  any
            maintenance  conditions  such as leaky faucets,  stopped toilets and
            drains,  broken  fixtures,  etc. The supervisor will also report any
            unusual  happenings in the building,  which are noticed or called to
            his/her attention by the contractor's employees.

      o.    Necessary,  appropriate  tested and approved  machinery and cleaning
            supplies,  for the  satisfactory  performance  of  services  will be
            provided.  Products and equipment  shall be in compliance  with OSHA
            regulations.

      p.    Stellar  Capital  Management  shall assign  sufficient  space on the
            premises for storage of cleaning materials and machinery.  Utilities
            will be provided without charge.

      q.    A logbook will be maintained in the building in which a record shall
            be made of any events  requiring  Stellar Capital  Management or the
            Contractor's attention. The supervisor will check the logbook daily;
            any clarifications will be cleared up at that time.

      r.    All cleaning in a tenant's demised premises will be performed behind
            locked doors.

      s.    Stellar  Capital  Management may require the immediate  dismissal of
            any Contractor's employee who is objectionable.

      t.    Upon  completion of work, the  Contractor  will leave all slop sinks
            and equipment storage areas in neat and orderly condition,  with all
            unnecessary lights out and all doors locked.

      u.    Monthly  inspections  of  the  building  shall  be  performed  by  a
            representative  of the  Contractor's  management  staff with Stellar
            Capital  Management's  representative.  This is in  addition  to the
            regular nightly inspection to be performed by the supervisor.

      v.    Contractor shall report all mechanical deficiencies and/or damage to
            a Stellar Capital Management representative on-site.

      w.    Place and maintain doormats during hazardous conditions.

      x.    Carpets will be spot cleaned as deemed  necessary by Stellar Capital
            Management.

      y.    The building  workweek is Monday through  Friday,  normally  between
            5:30 PM and 10:30  PM.  Four  hours on  Saturday  and four  hours on
            Sunday will also be required. Please breakout weekend hours separate
            from normal Monday through Friday cleaning.

<PAGE>


II.   ENTRANCE AND LOBBY -- DAILY

      a.    Entrance lobbies will be thoroughly cleaned.

      b.    Lobby glass will be cleaned and dusted.

      c.    Directory  glass will be damp cleaned and wiped. d. Lobby walls will
            be dusted and kept free from finger marks and smudges.

      e.    Floors and  entrances  are to be vacuumed,  dusted,  mopped and damp
            mopped daily.  Floors and entrances are to be buffed and  refinished
            to maintain a clean and glossy appearance at all times.

III.  ELEVATORS -- DAILY

      a.    All elevators  will be vacuumed.  b. All  stainless  steel and metal
            will be  cleaned.  c.  All  elevator  tracks  will be  vacuumed.  d.
            Elevator  button  panels  and  elevator  doors will be  cleaned.  e.
            Ceiling,  overhead  Plexiglas  and/or special light fixtures will be
            cleaned.

IV.   OFFICES -- DAILY

      a.    DUSTING  -  All   furniture,   office   equipment  and   appliances,
            windowsills,  etc.,  will be dusted  with a treated  cloth or static
            duster.  This shall  include  all  horizontal  surfaces up to 7 feet
            high.  Desks and tables not cleared of paper or work  materials will
            only be dusted where desk is exposed. Telephones will be damp wiped.

      b.    DUST  MOPPING  -  After   furniture   dusting  is   completed,   all
            non-carpeted floor areas will be dust mopped with a treated dust mop
            with  special  attention  being  given  to  areas  under  desks  and
            furniture to prevent accumulation of dust and dirt.

      c.    VACUUMING  - All  rugs  and  carpets  in  office  areas,  as well as
            corridors, are to be vacuumed daily in all traffic areas.

      d.    WASTE CANS and  ASHTRAYS - Waste cans and  ashtrays  will be emptied
            and wiped  daily.  Plastic  liners,  where used,  will be changed as
            needed.  Waste not in the cans will not be  removed  unless  clearly
            marked TRASH.

      e.    SPOT  CLEANING  CARPETS - All carpets  will be  inspected  daily for
            spots and  stains.  All spots and stains  will be removed as soon as
            possible. Where difficult spots are encountered, the customer or his
            agent will be notified.

      f.    NON-CARPETED  AREAS - All non-carpeted areas shall be swept and damp
            mopped with the proper  solution for specific floor areas on a daily
            basis.  Extreme care will be used in all mopping to avoid  splashing
            the walls  and  furniture.  Moving  water  and  other  liquids  over
            carpeted  areas  will be done in a manner to avoid  spillage.  These
            areas will also be buffed and kept in scuff/spot  free  condition at
            all times.  Care shall be taken in applying finish to keep it off of
            furniture,  baseboards  and walls.  Floor machines will be used in a
            manner to avoid damage to the walls, baseboards and furniture.

<PAGE>

      g.    DRINKING  FOUNTAINS - Drinking  fountains will be cleaned,  polished
            and sanitized daily.


<PAGE>


                            FIRST AMENDMENT TO LEASE

      FIRST AMENDMENT TO LEASE made as of August 1, 2004 (the "First Amendment")
by and between STELLAR  CONTINENTAL LLC, a Delaware limited  liability  company,
with an office at 156 William Street,  New York, New York 10038 ("Lessor"),  and
GOAMERICA  COMMUNICATIONS  CORP., a Delaware  corporation,  whose address is 433
Hackensack Avenue, Hackensack, New Jersey ("Lessee").

                              W I T N E S S E T H:

      WHEREAS,  Lessee never took  possession of the  approximately  4,130 gross
rentable  square feet of space  Tenant was entitled to occupy on the sixth (6th)
floor of the Building (the "Surrendered  Space") pursuant to a lease dated as of
November 14, 2003 by and between  Lessor and Lesser  (herein  referred to as the
"Lease");

      WHEREAS,  Lessee is  currently  occupying  approximately  10,000  rentable
square  feet of space on the third (3rd)  Floor of the  building  located at 433
Hackensack Avenue, Hackensack, New Jersey (the "Building");

      WHEREAS,  Lessor and Lessee  wish to amend the Lease only upon and subject
to the provisions of this First Amendment.

      NOW,  THEREFORE,  in  consideration of the sum of Ten ($10.00) Dollars and
other  good and  valuable  consideration  exchanged  by Lessor and  Lessee,  the
receipt and  sufficiency  of which  hereby  expressly  are  acknowledged;  it is
AGREED:

1. For the purposes of this First Amendment,  capitalized  terms used herein and
not otherwise defined herein shall have the respective meanings ascribed to them
in the Lease.

2. Lessor and Lessee hereby desire to redefine the term Demised  Premises as set
forth in the Lease as  approximately  10,000  rentable  square feet on the third
(3rd) floor of the Building.

3. Lessee  represents and warrants to Lessor that Lessee dealt with no broker(s)
in bringing  about this First  Amendment.  Lessee and Lessor each agrees to hold
the other  harmless and  indemnify and defend the other from and against any and
all loss, cost,  liability,  damage and expense arising out of the inaccuracy of
the representation contained in the preceding sentence and each party represents
to the other that it has not engaged and is not responsible for the payment of a
fee,  commission or other  compensation  to any other person in connection  with
this First Amendment.

4. Lessee and Lessor each  represents,  warrants and covenants that the other is
not in default  under any of its  obligations  under the Lease and that,  to the
best of its knowledge,  the other is not in default of its obligations under the
Lease,  and no event has occurred  nor do any  circumstances  exist which,  with
lapse of time or notice or both,  would constitute a default by Lessor or Lessee
under the Lease as modified by this First Amendment.

5.  Except  as  modified  by this  First  Amendment,  the  Lease  and all of the
covenants,  agreements, terms, provisions and conditions thereof shall remain in
full force and  effect and are hereby  ratified  and  affirmed.  The  covenants,
agreements,  terms,  provisions and conditions contained in this First Amendment
shall bind the parties  hereto and their  respective  successor  and assigns and
shall inure to the benefit of the parties hereto and their respective  permitted
successors and assigns.  In the event of any conflict  between the provisions of
this First  Amendment  and the Lease,  the  provisions  contained  in this First
Amendment shall prevail and be paramount.


      IN WITNESS WHEREOF,  Lessor and Lessee have entered into this Amendment as
of the day and year first written above,  and  acknowledge one to the other that
they possess the requisite  authority to enter into this transaction and to sign
this Amendment.

<PAGE>

GOAMERICA COMMUNICATIONS CORP                 STELLAR CONTINENTAL LLC
                                              By: Stellar Capital Investors, LLC
                                              Its Manager

By:                                           By:
   -------------------------------               -------------------------------
Name:                                         Name:
Its:                                          Its: