AMENDED AND RESTATED LEASE

                                    BETWEEN
                       LIBERTY HALL JOINT VENTURE, L.L.C.


                                      AND

                                NUI CORPORATION



                             Dated:  April 28, 2000


                               TABLE OF CONTENTS
                                                          PAGE
      1. Agreement of Lease                                1
      2. Term                                              4
      3. Rent                                              4
      4. Use and Occupancy                                 6
      5. Maintenance Obligations                           7
      6. Lessee Property                                  14
      7. Alterations, Additions or Improvements           15
      8. Abandonment                                      16
      9. Assignment and Sublease                          16
     10. Destruction by Fire or Other Casualty            17
     11. Condemnation                                     20
     11A Restoration                                      23
     12. Events of Default                                25
     13. Remedies; Conditional Limitation                 26
     14. Bankruptcy                                       29
     15. Subordination of Lease                           31
     16. Right ot Cure Breaches                           31
     17. Construction Liens                               32
     18. Right of Entry                                   32
     19. Utilities                                        33
     20. Taxes                                            34
     21. Insurance                                        36
     22. Signs                                            43
     23. [Intentionally Left Blank]                       43
     24. Estoppel Certificates                            43
     25. Right to Show Premises                           44
     26. Waiver of Trial by Jury                          44
     27. No Other Representations                         45
     28. Quiet Enjoyment                                  45
     29. Force Majeure                                    45
     30. General Cooperation                              45
     31. Holding Over                                     46
     32. Memorandum of Lease                              46
     33. Section Headings                                 47
     34. Applicability to Heirs and Assigns               47
     35. [Intentionally Left Blank]                       47
     36. Notices                                          48
     37. Effect of Waivers                                49
     38. Authority                                        49
     39. Severability of Provisions                       49
     40. Governing Law                                    49
     41. Number and Gender                                49
     42. Assignment of Existing Leases                    50
     43. Mortgagee's Notice and Opportunity to Cure       50
     44. [Intentionally Left Blank]                       51
     45. Renewal Option                                   51
     46. Right of Second Offer                            51
     47. Environmental Laws                               52
     48. Attorney's Fees                                  56
     49. Replacement of 1987 Lease                        56
     50. Limitation of Lessor's Liability                 56
     51. Title and Conditions                             57
     52. Payment of Impositions, Compliance with Legal
         Requirements and Insurance Requirements          59
     53. Net Lease                                        60
     54. Miscellaneous                                    61
     55. Compliance with Americans with Disabilities Act  65
     56. Lender Approval and Modifications                65

     Schedule A _ Description of Land
     Exhibit A _ Rent Schedule
     Exhibit B _ Lessee Improvements and Trade Fixtures
     Exhibit C _ Existing Leases
     Exhibit D _ Environmental Questionnaire


     THIS AMENDED AND RESTATED LEASE (this "Lease"), made as of the 28th
     day of April, 2000, by and between LIBERTY HALL JOINT VENTURE, L.L.C.,
     a Delaware limited liability company, whose address is 11 Commerce
     Drive, Cranford, New Jersey, 07016 (hereinafter called "Lessor"), and
     NUI CORPORATION, a New Jersey corporation (and successor by merger on
     April 19, 1994, to Elizabethtown Gas Company, now an operating
     division of NUI Corporation) whose address is 550 Route 202-206,
     Bedminster, New Jersey, 07921 (hereinafter called "Lessee").


     WITNESSETH:
     Whereas, Liberty Hall Joint Venture, a New Jersey general partnership
     (the "Beneficial Owner"), and Lessee are parties to a certain Lease
     dated August 17, 1987, as the same has been amended from time to time
     by formal amendments and letter agreements by and between Beneficial
     Owner and Lessee ("1987 Lease"), for approximately 160,000 gross
     rentable square feet of office space in a building located at 1085
     Morris Avenue, Union, New Jersey and commonly known as Liberty Hall
     Corporate Center One; and

     Whereas, Beneficial Owner has conveyed its fee simple interest in the
     Premises, together with all of its right, title and interest in the
     1987 Lease, to Lessor; and Whereas, Lessor and Lessee desire to amend
     and restate the 1987 Lease and replace the terms and conditions of the
     1987 Lease in their entirety with this Lease; and

     Whereas, by execution and delivery by Lessor and Lessee of this Lease,
     Lessor assumes from and after the Commencement Date (hereafter
     defined) all obligations as owner of the Premises and as Lessor under
     this Lease, and Lessee shall look solely to Lessor for performance of
     all obligations of Lessor under this Lease.

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

     1. Agreement of Lease. Lessor hereby leases to Lessee and Lessee
     hereby leases from Lessor, for the Term and upon the terms, conditions
     and covenants provided below, the "Premises" consisting of,
     collectively, all the following:

     a. A certain Condominium Unit known as "Corporate Center One Unit" as
     described in the Master Deed for Liberty Hall Corporate Center
     Condominium, dated March 31,1988, and recorded in the Union County
     Register's Office on April 5, 1988 in Deed Book 3546, page 198
     ("Master Deed"), as amended by (i) First Amendment to Master Deed For
     Liberty Hall Corporate Center Condominium, dated August 11, 1989, and
     recorded in Deed Book 3608, page 656 ("First Amendment"), (ii) Second
     Amendment to Master Deed For Liberty Hall Corporate Center
     Condominium, dated May 27, 1992, and recorded in Deed Book 3844, page
     335 ("Second Amendment"), Third Amendment to Master Deed For Liberty
     Hall Corporate Center Condominium, dated November 13, 1998, and
     recorded in Deed Book 4759, page 216 ("Third Amendment"), and Fourth
     Amendment to Master Deed for Liberty Hall Corporate Center
     Condominium, dated April 4,2000,and recorded or to be hereafter
     recorded in the Union County Register's Office ("Fourth Amendment,"
     and together with the Master Deed, First Amendment, Second Amendment
     and Third Amendment, collectively, the "Master Deed")), such
     condominium unit being known and designated as Lot 4.0101 C0101, in
     Block 101 on the Tax Maps of the Township of Union, County of Union
     and State of New Jersey, and more particularly described on Schedule A
     annexed hereto and made a part hereof(hereinafter called the "Land"),
     together with a certain office building constructed on the Land
     consisting of approximately two hundred thousand (200,000) square feet
     and located at 1085 Morris Avenue in Union, New Jersey and commonly
     known as Liberty Hall Corporate Center One (hereinafter the
     "Building"), together with the existing three-story parking deck
     constructed for the use of tenants of the Building adjacent to the
     westerly side of the Building (hereinafter the "Parking Deck"), and
     together with all other improvements constructed on the Land and
     together with all easements, appurtenances, hereditaments, fixtures
     and rights and privileges appurtenant hereto;

     (b) All rights, title and interests of Lessor, as the owner of
     Corporate Center One Unit with respect to the Parking Deck and the
     Common Elements (as defined in the Master Deed) appurtenant to such
     Condominium Unit including, without limitation, the following: (i) as
     and to the extent now or hereafter provided in the Master Deed, the
     right, in common with other lessees of present and future buildings
     constructed, or to be constructed, on the Property (as such term is
     defined in the Master Deed) to use access driveways to public streets
     and to park in the parking areas now located or to be located on the
     Property, and the exclusive right to use all parking spaces (except
     113 parking spaces which are allocated to Corporate Center Two Unit)
     in the Parking Deck; (ii) as and to the extent now or hereafter
     specifically designated by Lessee (or otherwise allocated to Lessee)
     for its exclusive use (A) the exclusive right to use one hundred (100)
     contiguous parking spaces in the Parking Deck, and (B) the exclusive
     right to use all of the visitor parking lot spaces immediately
     adjacent to the easterly side of the Building; and (iii) as and to the
     extent now or hereafter set forth in the Master Deed, the use of such
     other parking structures (including, without limitation, any
     Additional Parking Spaces, as provided in Section 5(c) hereto as may
     be constructed on the Property, in common with other lessees of
     present and future buildings constructed, or to be constructed, on the
     Property pursuant to the Master Deed.

     Nothing herein shall be construed as imposing any obligation on Lessor
     to provide any improvements or services relating to parking. Lessor
     and Lessee agree that they will not, except to the extent required to
     comply with any Legal Requirement, permit or cause the access
     driveways in, over and through the parking areas and to the public
     streets to be blocked or otherwise hindered, so as to restrict or deny
     free flow of vehicular traffic in, through and over said access
     driveways and parking areas.

     In any case where this Lease refers to any agreement, covenant,
     undertaking, obligation or liability of Lessee with respect to the
     "Premises," the "Premises" shall be deemed to include, in addition to
     all land, improvements, rights, title, estates and interests described
     in subsections (a) and (b) above of this Section 1, as comprising the
     Premises, all demising walls, finishes, systems, equipment apparatus,
     fixtures, and improvements of every kind affixed within the Building
     (including, without limitation, the property of Lessee referred to in
     Section 6 of this Lease) regardless of whether title thereto is vested
     in Lessor or in any person other than Lessor (including, without
     limitation, any tenant or occupant of the Building).

     2. Term.. This Lease shall begin on April 28, 2000 (the "Commencement
     Date") and shall continue for a term of twenty-two (22) years from and
     after May 1, 2000, ending on April 30, 2022, unless sooner terminated
     pursuant to Section 10(c), 11(c), 13 or 14 of this Lease, or unless
     extended in accordance with Section 45 of this Lease (the "Term"). The
     last day of the scheduled Term of this Lease (meaning the original
     scheduled term or, if applicable, any renewal term) is sometimes
     referred to in this Lease as the "Expiration Date."

     3.Rent.

     a. Basic Rent The Lessee shall pay to the Lessor during the Term
     annual basic rent ("Basic Rent") in United States Dollars in
     accordance with that certain Rent Schedule annexed hereto as Exhibit
     "A" and made a part hereof

     (b) Payment of Basic Rent. One-twelfth (1/12) of the then applicable
     annual Basic Rent shall be payable in advance on the first day of each
     calendar month during the Term (each a "Basic Rent Payment Date").
     Basic Rent for any month only a part of which occurs during the Term
     shall be equitably allocated on a per diem basis. Lessee shall pay
     Basic Rent, and any Additional Rent (as defined below) as hereinafter
     provided, to Lessor at Lessor's above stated address, or at such other
     place or to such other person as Lessor may designate in writing by
     company check or by bank wire transfer of immediately available
     federal funds before 11:00 A.M., Eastern Time. If requested by the
     Lender, the foregoing payments shall be made by wire transfer of
     immediately available federal funds before I 1:00 A.M. Eastern Time.

     (c) Additional Rent. Lessee shall also be responsible for the payment
     at the time and in the manner provided for herein of additional rent
     consisting of all other sums of money which shall be due and payable
     by Lessee under the terms and conditions of this Lease (such sums are
     hereinafter referred to as "Additional Rent"). Additional Rent for any
     item only a part of which is equitably allocable to the Term shall be
     limited to the portion so allocable to the Term. Lessor shall have the
     same remedies for Lessee's default in the payment of Additional Rent
     as Lessor has for Lessee's default in the payment of Basic Rent.
     Additional Rent shall be billed separately from Basic Rent.

     (d) Late Charge. If all or any portion of a monthly installment of
     Basic Rent or Additional Rent is paid more than nine (9) days after
     its due date hereunder (a "Late Payment"), a late charge (a "Late
     Charge") equal to the lesser of four percent (4%) of the Late Payment
     or the maximum amount permitted by applicable law shall be due and
     payable as part of such Late Payment. In addition, if all or any
     portion of a monthly installment of Basic Rent or Additional Rent is
     not paid by its due date, Lessee shall pay to Lessor on demand, as
     Additional Rent, interest on such overdue installment or portion
     thereof from the due date until payment is received at a rate (the
     "Overdue Rate"), calculated on the basis of a 360-day year of twelve
     equal months, equal to the greater of (i) twelve percent (12%) per
     annum or (ii) four percent (4%) per annum over the prime commercial
     lending rate announced from time to time by Citibank, N.A., or its
     successor (or if no longer in existence, a banking institution
     selected by Lessor with a net worth of at least $5,000,000,000) but in
     no event greater than the maximum rate permitted by applicable law.

     (e) No Set-offs. Lessee's duty to pay Basic Rent and Additional Rent
     shall exist without demand for payment. Lessee shall have no right
     under any circumstances to withhold or refuse to pay when due all or
     any part of Basic or Additional Rent

     (f) Accord and Satisfaction. No payinent by Lessee or receipt by
     Lessor of a lesser amount than the Basic Rent or Additional Rent
     payable hereunder shall be deemed to be other than a payment on
     account of the Basic Rent or Additional Rent, nor shall any
     endorsement or statement on any check or any letter accompanying any
     check for payment for Basic Rent or Additional Rent be deemed an
     accord and satisfaction, and Lessor may accept such check or payment
     without prejudice to Lessor's right to recover the balance of such
     Basic Rent or Additional Rent or pursue any other remedy provided
     herein or by law.

     (g) Termination. Upon expiration or termination of this Lease, all
     obligations of Lessee to pay Basic Rent and Additional Rent as well as
     all other obligations of Lessee, shall terminate, except for (a) Basic
     Rent, Additional Rent and any other obligations of the Lessee which
     have accrued prior to the date of termination or expiration, and (b)
     any obligations of the Lessee which expressly survive such termination
     or expiration. Nothing herein shall limit any rights or remedies of
     Lessor under this Lease upon any default by Lessee.

     (h) True Lease. Lessor and Lessee agree that this Lease is a "true
     lease" and does not represent a financing arrangement. Each party
     shall reflect the transactions evidenced by this Lease in all books,
     records and reports in a manner consistent with "true lease" treatment
     rather than "financing" treatment.

     4. Use and Occupancy. Lessee shall use and occupy the Premises for
     general offices or for any other lawful related use, all in keeping
     with uses for office buildings of similar quality and age in Northern
     New Jersey ("Permitted Use"). Lessee will not occupy or use the
     Premises, or permit any portion of the Premises to be occupied or
     used, for any business or purpose other than the Permitted Use or for
     any use or purpose which is unlawful in part or in whole or deemed to
     be disreputable in any manner or extra hazardous on account of fire,
     nor permit anything to be done which will in any way increase the rate
     of insurance on the Building or contents contained therein. Lessee
     will conduct its business and control its agents, employees and
     invitees in such a manner as not to create any nuisance, nor interfere
     with, annoy or disturb other lessees, if any. Lessee will maintain the
     Premises in a clean, healthful and safe condition and will comply with
     all Legal Requirements. Lessee will not occupy or use the Premises, or
     permit any portion of the Premises to be occupied or used, for any
     purpose which would have, or has the potential to have, an adverse
     environmental impact on the Premises, Building, Land, Common Elements,
     or any other portion of the Property. In no event shall the Premises
     be used for any purpose which shall violate any of the provisions of
     any Legal Requirement, Insurance Requirement or any Permitted
     Encumbrances or any covenants, restrictions or agreements hereafter
     created by or consented to by Lessee applicable to the Premises.
     Lessee agrees that with respect to the Permitted Encumbrances and any
     covenants, restrictions or agreements hereafter created by or
     consented to by Lessee, Lessee shall observe, perform and comply with
     and carry out the provisions thereof required therein to be observed
     and performed by Lessor.

     5. Maintenance Obligations.

     (a) Lessee's Obligations With Respect To The Premises. Lessee shall,
     at its sole cost and expense, (i) perform all maintenance necessary to
     keep the Premises, including the Building and Parking Deck, in good
     condition and repair and in a manner consistent with maintenance
     practices generally followed by persons maintaining similar buildings
     in Northern New Jersey, (ii) make all repairs and replacements
     (including any capital expenditures) to the Premises, including the
     Building and the Parking Deck, whether or not necessitated by wear,
     tear, obsolescence, or casualty, (iii) keep the Premises clean and
     free from dirt, rubbish or other obstruction, (iv) comply in all
     material respects with all present and future applicable Legal
     Requirements, and remove all recorded or filed violations thereof,
     regardless of the nature, extent, or cost of the work, (v) use all
     reasonable caution to prevent and not commit or suffer waste, damage,
     or injury to the Premises, and (vi) maintain the landscaping, and keep
     the sidewalks and roadways on the Land in good and safe order and
     condition and free of snow and ice. Lessee shall perform its
     obligations under this Section 5(a) regardless of whether such
     obligation is occasioned by, or is claimed to have been occasioned by,
     any design defect, defect in original construction, or any other
     defect, act, omission or condition caused, or claimed to have been
     caused, by Lessor or its agents, servants, employees, or independent
     contractors. Lessee shall have the unrestricted right, at its sole
     expense, to retain property managers and service providers necessary
     to maintain the Premises, provided that Lessee's retention of any such
     property managers or service providers shall in no way diminish
     Lessee's obligations hereunder.

     (b) Lessee's Obligations With Respect To The Common Elements. Lessee
     shall, at its sole cost and expense, (i) perform all maintenance
     necessary to keep the Common Elements (as defined in the Master Deed)
     in good condition and repair and in a manner consistent with
     maintenance practices generally followed by persons maintaining
     property in Northern New Jersey similar to the Property, (ii) make all
     repairs and replacements (including any capital expenditures) to the
     Common Elements, whether or not necessitated by wear, tear,
     obsolescence, or casualty, (iii) keep the Common Elements clean and
     free from dirt rubbish or other obstruction, (iv) comply in all
     material respects with all Legal Requirements relating to the Common
     Elements, and remove all recorded or filed violations thereof,
     regardless of the nature, extent, or cost of the work, (v) use all
     reasonable caution to prevent and not commit or suffer waste, damage,
     or injury to the Common Elements, and (vi) maintain the landscaping,
     and keep the sidewalks and roadways on or within the Common Elements
     in good order and condition and free of snow and ice.

     It is the parties intent by this Section 5(b) that the Lessee by this
     Lease assumes and shall promptly and faithfully discharge any and all
     obligations of the Association (as defined in the Master Deed) with
     respect to the maintenance, repair and replacement of the Common
     Elements. Lessor agrees to provide to Lessee such documents and other
     further assurances to evidence that Lessor and Schering-Plough Real
     Estate Co., Inc. ("Schering") have both consented to the delegation by
     Lessor in this Section 5(b) concerning the obligations of the
     Association to maintain the Common Elements, and that such delegation
     is legal and binding.

     In addition, Lessor hereby assigns to Lessee the right, so long as no
     Event of Default has occurred and is continuing, to receive and
     collect all amounts due to Lessor from any other person or entity
     under any agreements between Lessor and such parties (including such
     rights that exist under the Master Deed) for payment or reimbursement
     of those expenses incurred by Lessee to fulfill its obligations under
     this Section 5(b).

     It is the intent of Lessor and Lessee that since Lessee has assumed
     all obligations with respect to the maintenance, repair and
     replacement of the Common Elements, that Lessee shall receive all
     amounts due and owing to the Association by any person or entity for
     the maintenance, repair and replacement of the Common Elements,
     provided that except for the assignment referred to above, Lessor
     shall have no obligation to take any action to ensure Lessee's receipt
     of any such amounts, except that Lessor agrees to cooperate with
     Lessee, at Lessee's sole expense, by way of executing any such
     documents as Lessee may during the Term reasonably require to
     facilitate Lessee's collection of such amounts and to facilitate
     Lessee's performance of its obligations under this Section 5(b),
     provided the terms of such documents do not impose any burden on
     Lessor.

     Lessee shall have no obligation to maintain other buildings which may
     be or have been constructed on the Property if such buildings are
     located on any Unit other than Corporate Center One Unit and do not
     comprise part of the Common Elements.

     (c) Additional Parking. Lessee acknowledges that, pursuant to this
     Lease and the Master Deed, it has the right to the exclusive use of
     137 parking spaces in Parking Deck #2 or Parking Area #2 (as defined
     in the Master Deed) (hereinafter the "Additional Parking Spaces") if
     and when said spaces are constructed adjacent to the easterly side of
     the Building by Schering, or its successors or assigns, in accordance
     with the terms and conditions of the Master Deed and the Resolutions
     adopted by the Union Township Planning Board granting site plan
     approval for the Liberty Hall Corporate Center. in addition, in the
     event that additional parking spaces are required to be constructed
     (either for use by Lessee or to comply with Legal Requirements) prior
     to construction of Parking Deck #2 or Parking Area #2, Lessee shall
     have the right and obligation under this Lease (subject, however, to
     any applicable provisions of the Master Deed), at its sole cost and
     expense, to construct up to 137 temporary parking spaces on the
     easterly side of the Building (the "Temporary Parking Spaces");
     provided, however, that Lessee shall have no obligation under this
     Lease under any circumstances to construct raised-level parking, its
     only obligation hereunder being to construct surface level parking
     spaces.

     Lessor shall have no obligation to Lessee to construct or provide the
     Additional Parking Spaces, the Temporary Parking Spaces or any other
     parking for the Building or otherwise for the use of Lessee.

     Lessor shall have no obligation to take any action with respect to any
     of the matters described in this Section 5(c), except that Lessor
     agrees to cooperate with Lessee, at Lessee's sole expense, by way of
     executing any such documents as Lessee may during the Term reasonably
     require to facilitate Lessee's performance of its obligations under
     this Section 5(c), provided the terms of such documents do not impose
     any burden on Lessor.

     (d) Lessee's Obligations With Respect to the Association. Lessee
     agrees that, during the Term of this Lease, Lessee shall assume, and
     hereby does assume, and shall faithfully discharge and perform all
     other duties and obligations of Lessor, as owner of the Premises,
     under the Master Deed, including but not limited to payment of (i) all
     assessments and other charges and expenses which Lessor is or may be
     required to pay to the Association (as defined in the Master Deed)
     pursuant to the terms and conditions of the Master Deed during the
     Term of this Lease, and (ii) all sums which Lessor is or may be
     required to pay to the owner of Corporate Center Three Unit (as
     defined in the Master Deed) for Lessor's pro rata share of real estate
     taxes with respect to Parking Deck #2 or Parking Area #2 (as defined
     in the Master Deed). Lessee further covenants and agrees, to the
     fullest extent permitted by law, to indemnify, defend and hold
     harmless Lessor from and against any claim, loss or damage incurred by
     Lessor by reason of Lessee's failure to pay or perform any of Lessor's
     obligations to the Association or to the Owner of Corporate Center
     Three Unit. Lessor shall in writing appoint a representative of Lessee
     (to be designated by Lessee) to serve as Lessor's representative on
     the Board of Directors of the Association (the "Board Representative")
     for the Term of this Lease, which appointment shall provide that: (i)
     Lessee may remove any such Board Representative and upon the removal,
     death or resignation of any Board Representative from time to time,
     designate a replacement Board Representative; (ii) such Board
     Representative shall, upon Lessor's request, provide periodic reports
     to Lessor regarding the business and affairs of the Association and
     shall otherwise keep Lessor fully informed regarding all significant
     matters affecting the Association and the Common Elements, and (iii)
     notwithstanding anything contained in the terms of such appointment to
     the contrary, such Board Representative shall not agree to any of the
     following matters without Lessor's prior written consent: (a) any
     amendment to the Master Deed or the By-Laws of the Association; (b)
     any material alteration, change, redesign, or reconstruction of the
     Common Elements or the Parking Deck; or (c) any material change in the
     quality or scope of maintenance performed with respect to the Parking
     Deck.

     (e) Further Assurances.  Lessor and Lessee agree to execute and
     deliver such further documents as the other party may reasonably
     request in order to effectuate the intent and purpose of this Section
     5, it being understood, however, that Lessor shall have no obligation
     to take any action to ensure Lessee's exercise of any rights or
     performance of any obligations with respect to the matters described
     in this Section 5, other than to cooperate with Lessee, at Lessee's
     sole expense, by way of executing any such documents as Lessee may
     during the Term reasonably require to facilitate Lessee's exercise of
     any rights or performance of any obligations with respect to the
     matters described in this Section 5, provided the terms of such
     documents do not impose any burden on Lessor.

     (f) Definitions. As used in this Lease, the terms "Legal Requirement"
     or "Legal Requirements" shall mean, as the case may be, any one or
     more of all present and future laws, codes, ordinances, orders,
     judgments, decrees, injunctions, rules, regulations and requirements,
     even if unforeseen or extraordinary, of every duly constituted
     governmental authority or agency (but excluding those which by their
     terms are not applicable to and do not impose any obligation on
     Lessee, Lessor or the Premises or the Common Elements) and all
     covenants, restrictions and conditions now of record which may be
     applicable to Lessee, Lessor (with respect to the Premises or the
     Common Elements) or to A or any part of or interest in Premises or the
     Common Elements, or to the use, manner of use, occupancy, possession,
     operation, maintenance, alteration, repair or reconstruction of the
     Premises or the Common Elements, even if compliance therewith (i)
     necessitates structural changes or improvements (including changes
     required to comply with the "Americans with Disabilities Act") or
     results in interference with the use or enjoyment of the Premises or
     the Common Elements or (ii) requires Lessee to carry insurance other
     than as required by the provisions of this Lease.

     As used in this Lease, the terms "Insurance Requirement" or "Insurance
     Requirements" shall mean, as the case may be, any one or more of the
     terms of each insurance policy required to be carried by Lessee under
     this Lease or under any policy carried by Lessor and the requirements
     of the issuer of such policy.

     As used in this Lease, the term "Impositions" shall mean all taxes of
     every kind and nature (including real, ad valorem, personal property,
     gross income, Franchise, withholding, profits and gross receipts
     taxes) on or with respect to the Premises; all charges and/or taxes
     for any easement or agreement maintained for the benefit of the
     Premises, all general and special assessments, levies, permits,
     inspection and license fees on or with respect to the Premises; all
     water and sewer rents and other utility charges on or with respect to
     the Premises; all ground rents on or with respect to the Premises; and
     all other public charges and/or taxes whether of a Re or different
     nature, even if unforeseen or extraordinary, imposed or assessed upon
     or with respect to the Premises as a result of or arising in respect
     of the occupancy, leasing, use, maintenance, operation, management,
     repair or possession thereof, or any activity conducted on the
     Premises.

     As used in this Lease, the terms "Lender," "lender" and terms of
     similar import shall mean any lender which holds a Mortgage. As used
     in this Lease, "Mortgage" means any mortgage, deed of trust or similar
     security instrument which constitutes or is intended to constitute a
     first lien on the Premises and secures a permanent (as opposed to
     construction) loan made to Lessor.

     (g) Lessor shall not be required to make any repair, whether foreseen
     or unforeseen, or to maintain any of the Premises or the Common
     Elements in any way, and Lessee hereby expressly waives the right to
     require Lessor to make repairs and/or to make repairs at the expense
     of the Lessor, which right may be provided for in any law now or
     hereafter in effect. Nothing in the preceding sentence shall be deemed
     to preclude Lessee from being entitled to insurance proceeds or
     condemnation awards pursuant to Sections 10 and 11 of this Lease.
     Lessee shall, in all events, make all repairs for which it is
     responsible hereunder promptly, and all repairs shall be in a good,
     proper and workmanlike manner.

     (h) In the event that the Building or any other improvement on the
     Land or the Common Elements or Lessee's use thereof shall violate any
     Legal Requirements or Insurance Requirements and as a result of such
     violation enforcement action is threatened or commenced against
     Lessor, Lessee or with respect to the Premises, then Lessee shall,
     within thirty (30) days after first acquiring knowledge thereof (or
     sooner, if necessary to avoid cancellation of, or other adverse action
     with respect to, any insurance policy), either (i) obtain valid and
     effective waivers or settlements of all claims, liabilities and
     damages resulting from each such violation, whether the same shall
     affect Lessor, Lessee or both, or (ii) take such action as shall be
     necessary to commence removal of such violation and thereafter
     diligently prosecute such action to completion, including, if
     necessary, any Alteration. Any such repair or Alteration shall be made
     in conformity with the provisions of this Lease.

     (i) If Lessee shall be in default under any of the provisions of this
     Section 5, Lessor may after fifteen (15) days written notice given to
     Lessee and failure of Lessee to cure during said period, but without
     notice in the event of an emergency, do whatever is necessary to cure
     such default as may be appropriate under the circumstances for the
     account of and at the expense of Lessee. In the event of an emergency
     Lessor shall notify Lessee of the situation by phone or other
     available communication. All sums so paid by Lessor and all reasonable
     costs and expenses (including, without limitation, reasonable
     attorneys fees and expenses) so incurred shall constitute Additional
     Rent payable by Lessee under this Lease and shall be paid by Lessee to
     Lessor upon demand.

     (j) Lessee shall from time to time replace with other operational
     equipment or parts (the "Replacement Equipment") any of the equipment
     (the "Replaced Equipment") which shall: have become worn out or
     unusable for the purpose for which it is intended; been taken by a
     Condemnation as provided in Section 11 (unless Lessee shall have
     terminated this Lease pursuant to Section 11(c); or been lost, stolen,
     damaged or destroyed as provided in Section 10 (unless Lessee shall
     have terminated this Lease pursuant to Section 19(c). Lessee shall
     repair at its sole cost and expense all damage to the Premises caused
     by the removal of equipment or Replaced Equipment or other personal
     property of Lessee or the installation of Replacement Equipment. All
     Replacement Equipment shall become the property of Lessor, shall be
     free and clear of all liens and rights of others and shall become a
     part of the equipment as if originally demised herein.

     6. Lessee Property. The improvements and trade fixtures made by Lessee
     to the Premises as described in Exhibit B hereto shall remain the
     property of Lessee. Not later than the expiration or sooner
     termination of this Lease, Lessee shall, at Lessee's expense, remove
     (i) all of the aforesaid items of Lessee's property and (ii) all other
     items and/or improvements made by Lessee that, by the terms of this
     Lease or applicable law, have become the property of Lessor and that
     Lessor requests that Lessee remove (which request shall be made at
     least six (6) months before the expiration of this Lease (or as soon
     as possible in the event of a sooner termination of this Lease in
     which case Lessee shall be allowed a reasonable time to remove such
     property)). Lessee shall also, within such time, repair all injury
     done by or in connection with the installation or removal of said
     property and improvements; and surrender the Premises in good
     condition, reasonable wear and tear excepted. All other property of
     Lessee remaining on the Premises after the expiration or sooner
     termination of this Lease shall at Lessor's option be deemed abandoned
     and may be removed by Lessor, and Lessee shall reimburse Lessor for
     the cost of such removal or Lessor may have any such property stored
     at Lessee's risk and expense.

     7. Alterations, Additions or Improvements.

     (a) Consent Not Reguired. Lessee shall have the right to make any and
     all alterations, additions or improvements in, to or about the
     Premises (such alterations, additions or improvements are hereinafter
     referred to as "Alterations"), whether for its own use or for the use
     of any subtenant, except for Major Structural Alterations and
     alterations to the exterior facade of the Building.

     (b) Major Structural Alterations. Anything to the contrary in Section
     7(a) notwithstanding, Lessee shall not, in each case, without Lessor's
     prior written consent, which consent shall not be unreasonably
     withheld or delayed, (A) make any Alterations to the exterior facade
     of the Building, or (B) make any Major Structural Alteration. For
     purposes of this Section 7, a "Major Structural Alteration" shall mean
     any addition, alteration or improvement to the Premises which involves
     (i) the removal, replacement or relocation of any of the structural
     support beams of the Building, or (ii) any other additions,
     alterations or improvements which would (after the completion thereof)
     materially impair the structural integrity of the Building. Lessee
     shall not install any equipment of any kind or nature whatsoever which
     will or may damage the structural integrity of the Building.
     Notwithstanding Lessor's consent to any Major Structural Alteration or
     to any Alteration to the exterior facade of the Building, Lessor shall
     have the right to require that Lessee, upon the expiration or earlier
     termination of this Lease, remove any Major Structural Alteration or
     any Alteration to the exterior facade of the Building and/or restore
     the Building to the condition existing prior to the Major Structural
     Alteration or any Alteration to the exterior facade of the Building.

     8. Abandonment. Lessee shall not, without first obtaining the written
     consent of Lessor, which consent shall not be unreasonably withheld or
     delayed, abandon the Premises or allow the Premises to become vacant
     or deserted during the Term, provided, however, that the Premises may
     be vacant or deserted if reasonably adequate security and maintenance
     is maintained and the windows are not boarded up. Notwithstanding any
     such abandonment or vacancy (whether with or without Lessor's
     consent), Lessee shall remain fully obligated under this Lease to pay
     all Basic Rent and Additional Rent as and when due and to perform all
     of its other covenants and obligations hereunder.

     9. Assignment and Sublease.

     (a) Provided no Event of Default shall have occurred and be
     continuing, and subject to all provisions of this Section 9, Lessee
     may assign its interest in this Lease (but may not mortgage or
     otherwise hypothecate its interest in this Lease), and may sublet the
     Premises in whole or in part, from time to time, without the consent
     of Lessor.

     (b) Each sublease of the Premises or any part thereof shall be subject
     and subordinate to the provisions of this Lease. No assignment or
     sublease shall affect or reduce any of the obligations of Lessee
     hereunder, and all such obligations shall continue in full force and
     effect as obligations of a principal and not as obligations of a
     guarantor, as if no assignment or sublease had been made.
     Notwithstanding any assignment or subletting, Lessee shall continue to
     remain liable and responsible for the payment of Basic Rent and
     Additional Rent and the performance of all its other obligations under
     this Lease.  No assignment or sublease shall impose any new
     obligations on Lessor under this Lease or increase any existing
     obligations of Lessor under this Lease. Lessee agrees that in the case
     of an assignment of this Lease (including, without limitation, any
     assignment as a part of or in connection with any sale or transfer of
     all or substantially all of the assets of Lessee), Lessee shall,
     within fifteen (15) days after the execution and delivery of any such
     assignment, deliver to Lessor (i) a duplicate original of such
     assignment in recordable form, (ii) an agreement executed and
     acknowledged by the assignee in recordable form wherein the assignee
     shall have unconditionally assumed and agreed to observe and perform
     all of the terms and provisions of this Lease on the part of the
     Lessee to be observed and performed from and after the date of such
     assignment, and (iii) a reaffirmation by Lessee that, notwithstanding
     the aforesaid assignment and assumption, Lessee shall continue to
     remain liable and responsible for the payment of Basic Rent and
     Additional Rent and the performance of all its other obligations under
     this Lease, all of which documents shall be in form and substance
     acceptable to Lessor and any Lender (collectively, the "Assignment
     Documents"). In the case of a sublease, Lessee shall, within fifteen
     (15) days after the execution and delivery of such sublease, deliver
     to Lessor a duplicate original of such sublease.

     (c) Upon the occurrence of an Event of Default under this Lease,
     Lessor shall have the right to collect and enjoy all rents and other
     sums of money payable under any sublease of any of the Premises, and
     Lessee hereby irrevocably and unconditionally assigns such rents and
     money to Lessor, which assignment may be exercised upon and after (but
     not before) the occurrence of an Event of Default.

     10. Destruction by Fire or Other Casualty.

     (a) Casualty, Notice, Claim Adjustment. As used in this Lease, the
     term "Casualty" shall mean any fire or other casualty affecting the
     Premises or the Common Elements or any part thereof which occurs
     during the Term of this Lease. In the event of any Casualty, Lessee
     shall give Lessor immediate notice thereof Provided no Event of
     Default shall have occurred and be continuing hereunder, Lessee shall
     adjust, collect and compromise any and all claims under policies
     maintained by Lessee hereunder, with the consent of Lender and Lessor,
     not to be unreasonably withheld or delayed, and Lessor and Lender
     shall have the right to join with Lessee therein.

     (b) Duly to Restore. In the event of any Casualty (whether or not
     insured) resulting in damage to the Premises or the Common Elements or
     any part thereof (any and all aforesaid improvements so damaged being
     referred to herein as, collectively, the "Casualty-Affected
     Improvements"), unless this Lease shall have been terminated as
     provided in Section 10(c) hereof, Lessee shall Restore (hereafter
     defined) the Casualty- Affected Improvements as hereafter provided,
     the Term shall continue and there shall be no abatement or reduction
     of Basic Rent, Additional Rent or any other sums payable by Lessee
     hereunder. If the estimated cost of restoration (hereafter defined) is
     $250,000.00 (the "Base Amount") or less, and if Lessee's corporate
     and/or senior debt securities at such time are rated at least BBB by
     Standard & Poor's rating service (the "Minimum Rating") all proceeds
     of any insurance required under Section 21 (a) of this Lease shall be
     paid to Lessee. If the estimated cost of Restoration exceeds the Base
     Amount or Lessee's corporate and/or senior debt securities are rated
     lower than the Minimum Rating, all such proceeds shall be paid over to
     a Trustee which shall be either a federally insured bank or other
     financial institution selected by Lessor and Lessee and reasonably
     satisfactory to Lender, or, to Lender itself if Lender so requires (as
     applicable, the "Trustee"). Each insurer is hereby authorized and
     directed to make payment under said policies directly to such Trustee
     instead of to Lessor and Lessee jointly; and Lessee and Lessor each
     hereby appoints such Trustee as its attorney-in-fact to endorse any
     draft therefor for the purposes set forth in this Lease after approval
     by Lessee of such Trustee, if Trustee is other than Lender. The entire
     proceeds of any insurance payments less any actual and reasonable
     expenses incurred by Lessor in collecting such proceeds (the "Net
     Proceeds") shall be retained by the Trustee and, promptly after such
     Casualty, Lessee, as required in Section 11A, shall commence and
     diligently continue to perform the Restoration to the Casualty-
     Affected Improvements. Upon payment to the Trustee of such Net
     Proceeds, the Trustee shall, to the extent available, make the Net
     Proceeds available to Lessee for Restoration, in accordance with the
     provisions of Section I IA. Lessee shall, whether or not the Net
     Proceeds are sufficient for the purpose, promptly repair or replace
     the Casualty-Affected Improvements and equipment in accordance with
     the provisions of Section 11A and the Net Proceeds of such loss shall
     thereupon be payable to Lessee, subject to the provisions of Section
     11A hereof Regardless of whether or not this Lease is terminated
     pursuant to Section 10(c) hereof, in the event that any Casualty shall
     occur at such time as Lessee shall not have maintained insurance in
     accordance with the terms herein, Lessee shall pay to the Trustee the
     amount of the proceeds that would have been payable had such required
     insurance been in effect (the "Lessee Insurance Payment"), provided
     nothing herein shall be construed as entitling Lessee to "self-insure"
     any risk for which Lessee is required to provide insurance under
     Section 21 of this Lease.

     (c) Right to Terminate. Notwithstanding anything to the contrary in
     this Section 10, if the Building shall be damaged or destroyed in any
     Casualty so that the cost of restoration of the Building exceeds fifty
     percent (50%) of the replacement value of the Building, as reasonably
     determined by Lessor and Lessee, which damage or destruction even
     after restoration of the Building would, in Lessee's reasonable
     business judgment, be substantially and materially adverse to the
     business operations of Lessee at the Premises, Lessee may, within
     sixty (60) days after the Casualty, give notice to Lessor terminating
     this Lease as of a date specified in such notice, which date shall be
     a date not less than thirty (30) days from the date of such notice. In
     such event, this Lease shall be deemed to terminate on the date
     specified in such notice and Lessee shall surrender possession of the
     Premises to Lessor on or before such date and shall pay all Basic
     Rent, Additional Rent and other charges accrued under this Lease to
     and including such termination date. Any notice by Lessee electing to
     terminate this Lease as a result of any Casualty as aforesaid must be
     given within sixty (60) days after the Casualty or within ten (10)
     days after Lessee's receipt of an estimate setting forth the cost to
     restore the Building, whichever shall occur later, to be effective.

     (d) Waiver of Subrogation. In the event of a Casualty, each party
     hereby releases the other from any and all liability to the other or
     anyone claiming through or under them in connection with all losses
     covered by any insurance policy carried by or for either or both of
     the parties, whether for its negligence or that of its servants,
     agents, employees, officers, directors, contractors, or otherwise.

     11. Condemnation.

     (a) Notice, Award, Etc. As used in this Lease, the term "Condemnation"
     means any taking of all or any portion of the Premises or the Common
     Elements or any part thereof which occurs during the Term of this
     Lease in or by condemnation or other eminent domain proceedings
     pursuant to any law, general or special, or by reason of any agreement
     with any condemnor in settlement of or under threat of any such
     condemnation or other eminent domain proceedings or by any other
     means, or any defacto condemnation or any Requisition. Any and all
     aforesaid improvements or equipment damaged or lost as a result of any
     Condemnation are referred to in this Lease as, collectively, the
     "Condemnation- Affected Improvements". For the purposes of this Lease,
     "Net Award" means the award payable to Lessor by reason of a
     Condemnation, less any reasonable expenses incurred by Lessor in
     collecting such award. Lessee, promptly after obtaining knowledge of
     the institution of any proceeding for Condemnation, shall notify
     Lessor thereof and Lessor shall be entitled to participate in any
     Condemnation proceeding. Lessor, promptly after obtaining knowledge of
     the institution of any proceeding for Condemnation, shall notify
     Lessee thereof and Lessee shall have the right to participate in such
     proceedings. Subject to the provisions of this Section 11 and Section
     11A, Lessee hereby irrevocably assigns to Lender or to Lessor, in that
     order, any award or payment in respect of any Condemnation of Lessor's
     interest in the Premises, except that (except as hereinafter provided)
     nothing in this Lease shall be deemed to assign to Lessor or Lender
     any award relating to the value of the leasehold interest created by
     this Lease or any award or payment on account of the trade fixtures,
     moving expenses and out-of-pocket expenses incidental to the move, if
     available, to the extent Lessee shall have a right to make a separate
     claim therefor against the condemnor, it being agreed, however, that
     Lessee shall in no event be entitled to any payment (i) that reduces
     the award to which Lessor is or would be entitled for the Condemnation
     of Lessor's interest in the Premises, or (ii) in respect of the
     leasehold interest created by this Lease if lessee elects to terminate
     this Lease pursuant to Section 11(c) hereof (provided this clause (ii)
     shall not be construed as depriving Lessee from receiving any award to
     which Lessee is entitled under this Section 11(a) by reason of such
     award relating to Lessee's trade fixtures, moving expenses and out-of-
     pocket expenses incidental to the move). Except with respect to an
     award or payment to which Lessee is entitled pursuant to the
     provisions of this Section 11, no agreement with any condemnor in
     settlement of or under threat of any Condemnation shall be made by
     either Lessor or Lessee without the written consent of the other, and
     of Lender, if the Premises are then subject to a Mortgage.

     (b) Duly to Restore. In the event of any Condemnation (regardless of
     the size of any award therefor) resulting in damage to or loss of the
     Premises or the Common Elements or any part thereof, unless this Lease
     shall have been terminated as provided in Section 11(c) hereof, Lessee
     shall Restore the Condemnation-Affected Improvements as hereafter
     provided, the Term shall continue and there shall be no abatement or
     reduction of Basic Rent, Additional Rent or any other sums payable by
     Lessee hereunder. In the event of a Condemnation which does not result
     in a termination of this Lease pursuant to Section 11(c), the Net
     Award of such shall be retained by Lessor and Lender and Lessor and
     Lender shall, to the extent received, make that portion of the Net
     Award equal to the cost of Restoration (the "Restoration Award")
     available to Lessee for Restoration, in accordance with the provisions
     of Section 11A, and promptly after such Condemnation, Lessee shall
     commence and diligently continue to Restore the Condemnation-Affected
     Improvements. Promptly after completion of the Restoration, and
     provided no Event of default has occurred and is continuing, the
     balance of the Net Award shall be paid to Lessee.

     (c) Right to Terminate. If (1) the entire Premises or the Building, or
     (2) at least twenty percent (20%) of the Building or the Parking Deck,
     or (3) all means of ingress, egress or access to the Premises, in any
     case the loss of which even after Restoration would, in Lessee's
     reasonable business judgment, be substantially and materially adverse
     to the business operations of Lessee at the Premises, shall be subject
     of a Condemnation (other than a Requisition) by a duty constituted
     entity having jurisdiction, Lessee may, within sixty (60) days after
     its receipt of notice of the Condemnation, give notice to Lessor
     terminating this Lease as of a date specified in such notice, which
     date shall be a date not less than thirty (30) days from the date of
     such notice by Lessee. In such event, this Lease shall be deemed to
     terminate on the date specified in such notice and Lessee shall
     surrender possession of the Premises to Lessor on or before such date
     and shall pay all Basic Rent, Additional Rent and other charges
     accrued under this Lease to and including such termination date. Any
     notice by Lessee electing to terminate this Lease as a result of any
     Condemnation as aforesaid must be given within sixty (60) days after
     Lessee receives notice of the Condemnation to be effective.

     (d) Requisition. In the event of any temporary Condemnation or
     confiscation of the use or occupancy of the Premises by any
     governmental authority, civil or military, whether pursuant to an
     agreement with such governmental authority in settlement of or under
     threat of any such temporary Condemnation or confiscation, or
     otherwise (collectively a "Requisition" of the Premises), the Term
     shall continue and there shall be no abatement or reduction of Basic
     Rent, Additional Rent or any other sums payable by Lessee hereunder.
     Lessor shall apply the Net Award of such Requisition, to the extent
     available, to the installments of Basic Rent, Additional Rent or other
     sums payable by Lessee hereunder thereafter payable and Lessee shall
     pay any balance remaining thereafter. Upon the expiration of the Term,
     any portion of such Net Award which shall not have been previously
     credited to Lessee on account of the Basic Rent and Additional Rent
     shall be retained by Lessor.

     11A. Restoration.   As used in this Lease, the terms "Restore" and
     "Restoration" mean the restoration (whether by repair or replacement)
     of all Casualty-Affected Improvements or Condemnation-Affected
     Improvements, whichever is applicable, so as to be returned as nearly
     as reasonably possible to their value, condition and character
     immediately prior to such Casualty or Condemnation, using materials of
     like kind and quality and in accordance with all applicable building
     codes, and otherwise in accordance with the provisions of this Lease,
     including but not limited to the provisions of Sections 5, 7 and this
     Section 11A. Net Proceeds, Restoration Award and Lessee Insurance
     Payment (the aggregate of which being herein defined as the
     "Restoration Fund") shall be disbursed by the Trustee in accordance
     with the following conditions:

     (a) If the cost of Restoration is estimated to exceed the Base Amount,
     prior to commencement of the Restoration the architects, general
     contractor(s), and plans and specifications for the Restoration shall
     be approved by Lessor, which approval shall not be unreasonably
     withheld or delayed; and which approval shall be granted to the extent
     that the plans and specifications depict a Restoration which is
     substantially similar to the improvements and equipment which existed
     prior to the occurrence of the Casualty or Condemnation, whichever is
     applicable.

     (b) At the time any disbursement is otherwise required, no Event of
     Default shall exist and no construction liens shall have been filed
     and remain undischarged or unbonded.

     (c) Disbursements shall be made from time to time in an amount not
     exceeding the hard and soft cost of the work and costs incurred since
     the last disbursement upon receipt of (1) satisfactory evidence,
     including architects' certificates of the stage of completion, of the
     estimated cost of completion and of performance of the work to date in
     a good and workmanlike manner in accordance with the contracts, plans
     and specifications, (2) partial releases of liens, and (3) other
     reasonable evidence of cost and payment so that Lessor can verify that
     the amounts disbursed from time to time are represented by work that
     is completed in place or delivered to the site and free and clear of
     construction lien claims.

     (d) Each request for disbursement shall be accompanied by a
     certificate of Lessee describing the work, materials or other costs or
     expenses, for which payment is requested, stating the cost incurred in
     connection therewith and stating that Lessee has not previously
     received payment for such work or expense and the certificate to be
     delivered by Lessee upon completion of the work shall, in addition,
     state that the work has been substantially completed and complies with
     the applicable requirements of this Lease.

     (e) The Trustee may retain ten percent (10%) of the Restoration Fund
     until the Restoration is substantially complete.

     (f) The Restoration Fund shall be kept in one or more separate
     interest- bearing accounts by the Trustee or by Lender and, if the
     Restoration Fund exceeds $3,000,000.00, then the Restoration Fund
     shall be kept in one or more separate interest-bearing accounts at a
     financial institution selected by Lessor with a net worth of at least
     $5,000,000,000.

     (g) At all times the undisbursed balance of the Restoration Fund held
     by Trustee plus any funds contributed thereto by Lessee, at its
     option, shall be not less than the cost of completing the Restoration,
     free and clear of all liens.

     (h) In addition, prior to commencement of Restoration and at any time
     during Restoration, if the estimated cost of restoration, as
     reasonably determined by Lessor, exceeds the amount of the Restoration
     Fund available for such Restoration (the amount of any such excess, a
     "Restoration Fund Shortfall"), then, either (i) the amount of such
     Restoration Fund Shortfall shall be paid by Lessee to the Trustee to
     be added to the Restoration Fund, or (ii) Lessee shall fund the amount
     of such Restoration Fund Shortfall at its own expense until the
     remaining Restoration Fund is sufficient for the completion of the
     Restoration; provided that, if at the time any Restoration Fund
     Shortfall exists, (x) Lessee shall be in default in the payment of any
     Basic Rent or Additional Rent, or (y) any of the circumstances
     described in clauses (v) through (viii), inclusive, of Section 12
     shall exist, then Lessee shall pay the amount of such Restoration Fund
     Shortfall to the Trustee as provided in clause (i) of this Section
     11A(h). Any sum in the Restoration Fund which remains in the
     Restoration Fund upon the completion of Restoration shall be paid to
     Lessee. For purposes of determining the source of funds with respect
     to the disposition of funds remaining after the completion of
     Restoration, the Net Proceeds or the Restoration Award shall be deemed
     to be disbursed prior to any amount added by Lessee.

     12. Events of Default The occurrence of any one or more of the
     following events (any such event being specified herein as a "failure"
     or "default") shall constitute an Event of Default under this Lease:
     (i) a failure by Lessee to make (regardless of the pendency of any
     bankruptcy, reorganization, receivership, insolvency or other
     proceedings, in law, in equity or before any administrative tribunal
     which had or might have the effect of preventing Lessee from complying
     with the provisions of this Lease) any payment of Basic Rent or
     Additional Rent which continues unremedied for a period of ten (10)
     days after notice thereof is sent by Lessor or Lessor's agent to
     Lessee , (ii) failure by Lessee to perform, observe or comply with any
     provision of this Lease relating to Insurance Requirements which
     continues unremedied for a period of five (5) days after written
     notice thereof is given by Lessor or Lender or Lender's designee;
     (iii) [intentionally omitted]; (iv) failure by Lessee to perform and
     observe, or a violation or breach of, any other provision in this
     Lease and such default shall continue for a period of thirty (30) days
     after the earlier of the date a Responsible Officer of Lessee
     (hereafter defined) acquires actual knowledge thereof or the date
     written notice thereof is given by Lessor or Lender or Lender's
     designee to Lessee, or if such default is of such a nature that it
     cannot reasonably be cured within such period of thirty (30) days,
     such period shall be extended for such longer time as is reasonably
     necessary provided that Lessee has commenced to cure such default
     within said period of thirty (30) days and is actively, diligently and
     in good faith proceeding with continuity to remedy such default; (v)
     Lessee shall (A) voluntarily be adjudicated a bankrupt or insolvent,
     (B) voluntary consent to the appointment of a receiver or trustee for
     itself or for any of the Premises, (C) voluntarily file a petition
     seeking relief under the bankruptcy or other similar laws of the
     United States, any state or any jurisdiction, or (D) voluntarily file
     a general assignment for the benefit of creditors; (vi) a court shall
     enter an order, judgment or decree appointing, with the voluntary
     consent of Lessee, a receiver or trustee for Lessee or for the
     Premises or approving a petition filed against Lessee or Lessee's
     obligations hereunder which seeks relief under the bankruptcy or other
     similar laws of the United States or any State, and such order,
     judgment or decree shall remain in force, undischarged or unstayed,
     ninety (90) days after it is entered; (vii) Lessee shall in any
     insolvency proceedings be liquidated or dissolved or shall voluntarily
     commence proceedings towards its dissolution; (viii) the estate or
     interest of Lessee in the Premises shall be levied upon or attached in
     any proceeding and such estate or interest is about to be sold or
     transferred or such process shall not be vacated or discharged within
     ninety (90) days after such levy or attachment; (ix) any Mortgage
     shall lose its status as a first lien on the Premises as a result of
     any action by Lessee; or (x) Lessee shall be in breach of any material
     representation made by it in this Lease or in any estoppel certificate
     or other written instrument delivered by it under or in connection
     with this Lease.

     13. Remedies, Conditional Limitation. This Lease and the term and
     estate hereby granted are subject to the limitation that whenever an
     Event of Default shall have occurred and be continuing Lessor shall
     have the right at its election at any time thereafter to exercise any
     one or more or all, and in any order, of the remedies hereinafter set
     forth, it being expressly understood that no remedy herein conferred
     is intended to be exclusive of any other remedy but each and every
     remedy shall be in addition to every other remedy given herein or now
     or hereafter existing at law or in equity or by statute:

     (a) Lessor may take all steps to protect and enforce the rights of
     Lessor or obligations of Lessee hereunder, whether by action, suit or
     proceeding at law or in equity (for the specific performance of any
     provision of this Lease, or in aid of the execution of any power
     herein granted, or for the enforcement of any other appropriate legal
     or equitable remedy) or otherwise as Lessor shall deem most advisable
     to protect and enforce any of its rights or the obligations of Lessee
     hereunder;

     (b) Lessor may terminate this Lease by giving a written termination
     notice to Lessee specifying a date not less than ten (10) days (or
     such shorter period as may be allowed by applicable law) after the
     date of such notice on which the term of this Lease shall terminate
     and on such date the term of this Lease and the estate hereby granted
     shall expire and terminate by limitation and all rights of Lessee
     under this Lease shall cease on the termination date so specified;

     (c) Lessor, whether or not this Lease shall have been terminated as
     provided above, shall have the right to terminate Lessee's right to
     possession under this Lease and to re-enter and take possession of the
     Premises by giving a written notice to Lessee to quit and surrender
     possession on a date not less than ten (10) days (or such shorter
     period as may be allowed by applicable law) after the date of such
     notice whereupon the right of Lessee to the possession of the Premises
     shall cease and terminate on such date, and Lessor shall have the
     immediate and continuing right then and at any time and from time to
     time thereafter without further notice, to re-enter upon and take
     possession of the Premises or any part thereof with or without legal
     proceedings (summary or otherwise) and to remove all persons and
     property therefrom as Lessor may elect to do. Should Lessor elect to
     re-enter as herein provided or should Lessor take possession pursuant
     to legal proceedings or pursuant to any notice provided for by law or
     upon termination of this Lease or termination of Lessee's right to
     possession as provided herein or otherwise as permitted by law, then
     neither Lessee nor any person claiming through or under Lessee shall
     be entitled to possession or to remain in possession of the Premises,
     or any part thereof, but shall forthwith quit and surrender the
     Premises to Lessor;

     (d) 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, 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 Expiration Date, at Lessor's option, and receive the rent
     therefor. Rent so received shall be applied first to the payment of
     such reasonable expenses as Lessor may have incurred in connection
     with the recovery of possession, redecorating, altering, dividing, or
     otherwise changing or preparing for reletting, and the reletting,
     including brokerage and reasonable attorneys' fees, and then to the
     payment of damages in amounts equal to the rent hereunder and to the
     costs and expenses of performance of the other covenants of lessee as
     herein provided. Lessee agrees, in any such case, to pay to Lessor
     damages equal to the Basic Rent and Additional Rent and other sums
     herein agreed to be paid by Lessee, less the net proceeds of the
     reletting, if any, as ascertained from time to time, and the same
     shall be payable by Lessee on the several rent days above specified.
     Lessee shall not be entitled to any surplus accruing as a result of
     any such reletting. In reletting the Premises as aforesaid, Lessor may
     grant rent concessions, and Lessee shall not be credited therewith. No
     such relenting shall constitute a surrender and acceptance or be
     deemed evidence thereof If Lessor elects, pursuant hereto, actually to
     occupy and use the Premises or any part thereof during any part of the
     balance of the Term, there shall be allowed against Lessee's
     obligation for rent or damages as herein defined, during the period of
     Lessor's occupancy, the reasonable value of such occupancy (not to
     exceed, however, the Basic and Additional Rent reserved herein for the
     period of occupancy) as if an amount equal to such value were the net
     proceeds of a reletting and such occupancy shall not be construed as a
     release of Lessee's liability hereunder but the provisions of this
     Section 13 governing the application of the proceeds of a reletting
     shall apply as if an amount equal to the reasonable value of Lessor's
     occupancy were the net proceeds of reletting; and

     (e) 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 (except such sums as are in
     lieu of the Basic Rent and Additional Rent payable hereunder), to the
     date of re-entry, expiration and/or dispossess, an amount equal to the
     difference between the Basic Rent and Additional Rent reserved in this
     Lease from the date of such default to the Expiration Date and the
     then-fair and reasonable rental value of the Premises for the same
     period. Said damages shall become due and payable to Lessor
     immediately upon such breach of this Lease and without regard to
     whether this Lease is terminated, 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 basic Rent and Additional Rent thereafter becoming due and the fair
     and reasonable rental value of the Premises for the period for which
     such installment was payable shall be discounted to the date of such
     default at the rate of six percent (6%) per annum.

     To the extent permitted by law, 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.

     14. Bankruptcy.

     (a) Right To Terminate. If Lessee shall make an assignment for the
     benefit of creditors, or shall file a voluntary petition under any
     bankruptcy or insolvency law, or an involuntary petition alleging an
     act of bankruptcy or insolvency is filed against Lessee, or if a
     petition shall be filed by or against Lessee seeking any
     reorganization, arrangement, composition, readjustment, liquidation,
     dissolution or similar relief under any present or future federal
     bankruptcy act or any other present or future applicable federal,
     state or other statute or law, or Lessee shall seek or consent to or
     acquiesce in the appointment of any trustee, receiver or liquidator of
     all or any substantial part of its properties, or if a permanent or
     temporary receiver of Lessee of or for the property of Lessee shall be
     appointed, or if Lessee shall plead bankruptcy or insolvency as a
     defense in any action or proceeding, Lessor may, by notice to Lessee
     terminate this Lease on the later of (a) any time within a reasonable
     time period after receipt by Lessor of notice of the occurrence of any
     such event, or (b) sixty (60) days after any such event occurs without
     the acquiescence of Lessee and remains unstayed or undischarged during
     such sixty (60) day period. In the event Lessor gives such a notice of
     termination to Lessee, the Term shall expire on the date set forth in
     such notice (which date shall be not less than fifteen (I 5) days from
     the giving of such notice), and on such date this Lease shall
     terminate with the same effect as if that day were the Expiration
     Date, but Lessee shall remain liable for damages as provided herein.

     (b) Reorganization. Notwithstanding anything to the contrary contained
     herein, if a petition for reorganization shall be filed by or against
     Lessee, Lessor may not cancel or terminate this Lease so long as an
     Event of Default shall not have occurred, provided this Lease shall
     not have been disaffirmed by Lessee or by any legally appointed
     representative of Lessee.

     (c) Bankruptcy Security. In the event of (i) Lessee's insolvency, (ii)
     the filing of a petition by or against Lessee under Federal bankruptcy
     laws or other laws for the relief of debtors, or (iii) an assignment
     of this Lease pursuant to such bankruptcy laws, then in such event
     Lessor may require Lessee or Lessee's assignee, as the case may be
     (who are hereinafter collectively called "Lessee") to deposit security
     in an amount equal to three (3) months Basic Rent and Additional Rent
     (such Additional Rent to be calculated on the basis of the immediately
     proceeding three-month period) to assure Lessee's performance of all
     its obligations under this Lease. The failure of Lessee to deposit
     such security within (15) business days after Lessor's demand shall
     constitute an Event of Default under this Lease. This deposit shall be
     held by Lessor for the balance of the Term, without interest, as
     security for the full performance of all of Lessee's obligations under
     the Lease. If Lessor applies any part of said deposit to cure any
     default of Lessee, Lessee shall within fifteen (15) business days of
     lessor's demand, deposit with Lessor the amount so applied so that
     Lessor shall have the full deposit on hand at all times during the
     Tenn. If at the end of the Term, Lessee is not in default under the
     Lease, the security deposit or any balance of it shall be returned to
     Lessee without interest. If the Premises are sold, Lessor will
     transfer the security to the purchaser of the Premises and will notify
     Lessee of such transfer. Upon giving such notice, Lessor shall be
     discharged from any future obligation in relation to the security
     deposit. Any security deposit made hereunder shall not be mortgaged,
     assigned or encumbered by Lessee without Lessor's written consent.

     15. Subordination Of Lease. This Lease shall, at Lessor's option, or
     at the option of any holder of any Mortgage, be subject and
     subordinate to any Mortgage which may now or hereafter affect the
     Land, the Building, the Parking Deck, the Premises or any part
     thereof, and also to all renewals, modifications, consolidations and
     replacements of said Mortgage, provided, however, that this Lease
     shall not be so subordinated unless and until a fully executed
     subordination, non-disturbance and attornment agreement ("SNDA") in
     form and substance reasonably satisfactory to Lessee is entered into
     between Lessee and any such Lender whose loan is secured by such
     Mortgage but provided, however, that Lessee agrees to accept in such
     SNDA any terms or conditions which may reasonably be required by such
     Lender, provided such terms and conditions do not in any manner
     increase Lessee's financial obligations or otherwise materially
     increase Lessee's obligations or decrease Lessee's rights hereunder.
     Upon the execution of such an SNDA between Lessee and any such Lender,
     if not included within such SNDA, Lessee will execute and deliver any
     instruments confirming such subordination of this Lease as may
     reasonably be desired by the said Lender. Lessor and Lessee agree, at
     the sole expense of Lessee, to use commercially reasonable efforts to
     obtain an SNDA in form and substance reasonably satisfactory to Lessee
     from the holder of any existing Mortgage as soon as practicable after
     the execution of this Lease.

     16. Right To Cure Breaches. Lessee covenants and agrees that if it
     shall at any time fail to make any payment or perform any act which it
     is obligated to make or perform under this Lease, then Lessor may, but
     shall not be obligated to, make any such payment or perform any such
     act, after the time to make any such payment or perform any such act
     has expired (including any applicable notice and cure provisions). In
     exercising any such rights, Lessor may pay necessary and incidental
     costs and expenses, employ counsel and incur and pay reasonable
     attorneys' fees. Notwithstanding the foregoing, Lessor may make any
     such payment or perform any such act before the time to do so has
     expired, if the same is necessary or required for the preservation or
     protection of the Premises or the contents thereof. All sums so paid
     by Lessor and all necessary and incidental costs and expenses in
     connection with the performance of any such act by Lessor shall be
     deemed Additional Rent hereunder and shall be payable to Lessor on
     demand, and Lessee covenants to pay any such sum or sums as aforesaid.
     The exercise by Lessor of the above remedies shall not be a waiver of
     any other rights of such party hereunder. Except in the case of
     emergencies, Lessor will give fifteen (15) days' written notice of its
     intention to pay or do such acts as hereinabove set forth.

     17. Construction Liens. Lessee shall, within thirty (30) days after
     notice from Lessor, or Lessee's otherwise acquiring actual notice
     thereof if earlier, discharge or satisfy by bonding or otherwise any
     construction liens for materials or labor claimed to have been
     furnished to the Premises on Lessee's behalf.

     18. Right of Entry. Lessor or any Lender may enter the Premises at any
     reasonable time on reasonable notice to Lessee and accompanied by a
     representative of Lessee (except that no notice need by given in case
     of emergency) only for the purposes of viewing the Premises or making
     such repairs or replacements in, to, or about the Premises that Lessee
     has failed to so make in accordance with the terms of this Lease.
     Notwithstanding the above, Lessor acknowledges the necessity of
     security in the conduct of Lessee's business and agrees that the
     access of Lessor and Lessor's agents and designees to any areas of the
     Premises deemed by Lessee to require security shall be only at such
     times, and subject to such requirements of Lessee, as are reasonable
     under the circumstances (except that these requirements shall not
     apply in case of emergency). Lessee agrees that provided that Lessor
     uses commercially reasonable efforts not to interfere with Lessee's or
     any sublessee's business, Lessee shall not make any claim against
     Lessor for interruption to its or any sublessee's business, however
     occurring, including but not limited to that arising from the
     negligence of Lessor or its agents, servants or invitees, or from
     defects, errors or omissions in the construction or design of the
     Building or the Parking Deck. In the event of any such entry by Lessor
     or any Lender following the occurrence and during the continuance of
     any Event of Default, all reasonable costs and expenses incurred by
     Lessor and/or Lender in connection with such entry shall be payable on
     demand by Lessee and constitute Additional Rent under this Lease.

     19. Utilities. Lessee acknowledges that Lessor has previously arranged
     for gas, water and sewer services to be supplied to the Premises and
     has caused electricity to be supplied for the operation of all
     Building systems and Common Elements, as well as for lighting of the
     Parking Deck, access roadways and other exterior areas of the
     Premises, and that all such facilities, hook-ups and services are
     satisfactory to Lessee. Lessor has provided an electric meter or
     meters serving only the Premises and Lessee shall pay all charges with
     respect to consumption of electricity in the Premises directly to the
     electric utility. Lessee shall provide telephone service to the
     Premises and Lessor and Lessee shall cooperate, at Lessee's sole
     expense, in permitting fiber-optic communication lines and facilities
     to be provided to the Premises provided the permitting and
     installation thereof imposes no burden on Lessor. Lessee shall also
     pay (directly to the applicable utility provider) all charges for all
     other utilities supplied to the Premises. Lessee shall defend,
     indemnify and hold Lessor harmless from and reimburse Lessor for all
     liability, damages, costs, fees, expenses, penalties and charges
     (including, but not limited to, attorneys' fees and disbursements)
     incurred in connection with any utility services or telephone services
     metered or provided directly to Lessee hereunder. Lessor shall provide
     no utilities or other building services of any kind to the Premises,
     all of which shall be Lessee's responsibility. Lessor shall in no
     event be liable for any interruption or failure of utility services on
     the Premises for any cause whatsoever.

     20. Taxes.

     (a) During the Term, Lessee shall pay directly to the appropriate
     governmental authority any and all taxes, assessments, general and
     special, ordinary as well as extraordinary, charges, levies, and
     impositions, including, but not limited to, water and sewer rents and
     charges (collectively hereinafter the "Taxes") presently or hereafter
     in effect, which are or may be made liens upon or against the Land,
     the Building and the Parking Deck and which are allocable to the Term.
     Lessee shall pay such amounts when due and payable before any fine,
     penalty, interest or cost is incurred thereon or becomes due or is
     imposed by laws for the nonpayment of such Taxes. Lessor agrees to
     promptly assign to Lessee its right to receive payment of Taxes for
     all or any portion of the Premises from any third party. If any Taxes
     are levied, assessed, or imposed on the Land, the Building, the
     Parking Deck or any other portion of the Premises or on the income or
     rents derived therefrom as a substitute, in whole or in part, for the
     current ad valorem real estate tax, Lessee shall pay the same,
     measured however, as though the Premises were the sole asset of
     Lessor. In the event that the holder of any Mortgage requires Lessor
     to create an escrow account for payment of Taxes, Lessee's obligations
     under this Section 20 shall be met by paying to Lessor the amount it
     otherwise would have to pay to governmental authorities under this
     Section 20 sufficiently in advance in order that Lessor may satisfy
     the requirements of its Lender. In furtherance of the foregoing,
     Lessee agrees to create an escrow account for such payment with Lessor
     in the event that Lessor's Lender shall require the same.
     Notwithstanding the foregoing, Lessee shall not be obligated to pay
     any federal, state or local income, revenue or excise tax or any
     inheritance, estate, succession, transfer or gift tax or any capital
     stock, corporate franchise or excess profits tax that may be levied,
     imposed or assessed against Lessor, though the failure to pay the same
     may result in the placing of a lien upon the Land, the Building or the
     Parking Deck.

     (b) Fiscal Period. If any Taxes are assessed or collected on a basis
     of a fiscal period, a portion of which includes the Term and the
     remainder of which occurs prior to or after the Term, then the Taxes
     payable for such fiscal period shall be equitably apportioned between
     Lessor and Lessee.

     (c) Receipts. Lessee shall endeavor to arrange for all bills for Taxes
     which Lessee is required to pay in accordance with this Section 20 to
     be sent directly to Lessee by the applicable Tax authority. If such
     arrangements are not made, Lessor shall promptly forward to Lessee all
     bills for Taxes which Lessee is required to pay directly in accordance
     with this Section 20. Upon request by Lessor, Lessee shall provide to
     Lessor satisfactory evidence of payment of such Taxes.

     (d) Contests. Lessee shall have the right, subject to any requirements
     in any Mortgage, after notice to Lessor, to contest or review the
     amount or validity, in whole or in part of any Taxes by appropriate
     proceedings diligently conducted in good faith in its or Lessor's
     name, or in the names of both, before any tribunal having
     jurisdiction, or in such other manner as it may deem suitable (which,
     if instituted, Lessee shall conduct at its own expense, and free of
     any expense to Lessor) provided that, if the contested items shall not
     have been paid before the last day for paying the same without penalty
     and prior to instituting any such proceeding, Lessee shall promptly
     pay such items under protest. If, prior to or during the pendency of
     any such contest, Lessor or its Lender shall reasonably so request,
     Lessee shall deliver to Lessor security in the form of a surety bond,
     cash, letter of credit or other security, reasonably satisfactory to
     Lessor, of its ability to pay such contested Taxes, together with any
     and all interest, penalties or other charges which may have accrued
     thereon.

     Lessor shall cooperate with Lessee, and if required or desirable
     shall, at Lessee's sole cost and expense, join in any proceeding
     initiated by Lessee and referred to above. Lessor shall not incur or
     be subjected to any liability, or be responsible for the payment of
     any costs, fees, expenses or charges in connection with any such
     proceedings, and Lessee agrees to indemnify, defend and hold Lessor
     harmless from and reimburse Lessor for any such liability, damages,
     costs, fees, expenses, penalties and charges.

     Notwithstanding the foregoing, Lessor may, if it shall so desire, seek
     a reduction of the assessed valuation of the Land, Building or Parking
     Deck for the purpose of reducing Taxes thereon and, in such event,
     Lessor shall so notify Lessee.

     If there shall be any Tax refund as a result of any proceeding
     initiated pursuant to this Section 20(d), then the refund shall be
     applied as follows: (i) first, to reimburse the party or parties for
     its expenses and fees in connection with the proceeding resulting in
     the refund, (ii) second, to Lessee, if the Tax refund relates to a
     fiscal year falling entirely within the Term, or equitable apportioned
     between Lessee and Lessor if the Tax refund relates to a fiscal year
     in which the Term commences or ends.

     (e) Conditions Of Contest Lessee's right to contest the validity and
     amount of any Taxes payable by Lessee shall be specifically subject to
     the following conditions: (i) the exercise of such right shall not
     result in the violation of the terms of any Mortgage; (ii) the
     exercise of such right shall be permitted by law, and shall not result
     in a forfeiture or in criminal liability to Lessor; and (iii) such
     additional conditions as are provided under Section 52(d) of this
     Lease.

     21. Insurance.

     (a) Required Insurance.

     (i) Lessee, at its sole cost, shall procure, provide and maintain in
     force for Lessor's benefit, Lessee's benefit and the benefit of any
     Lender at all times during the Term an "All Risk" insurance policy
     insuring the Premises and the Common Elements against loss or damage
     by fire and other casualties covered by "All Risk" coverage,
     including, but not limited to, fire, the extended coverages,
     vandalism, malicious mischief, earth movement, flood, sprinkler
     leakage, and collapse, which policy shall contain terms and conditions
     and amounts adequate to provide for the actual full replacement cost
     of the Premises, including the Building, Building improvements, the
     Parking Deck and the other improvements on the Land, including
     foundations, excavations, grading, and backfilling with materials of
     like kind and quality, and in accordance with the building and/or
     zoning codes, ordinances, and laws in effect at the time of the
     rebuilding and in any event in an amount not less than the amount
     required by the holder of any Mortgage on the Building. The policy
     shall contain no provision for coinsurance.

     (ii) Lessee, at its sole cost, shall procure, provide and maintain,
     for Lessor's benefit, business interruption insurance, including rent
     loss insurance covering the loss of rental income and other continuing
     costs to the Lessor (e.g., Taxes, utilities and other costs of the
     Premises) for a period of twenty-four (24) months and such additional
     length of time to restore all of the operations at the Premises
     (including reletting of the Building) to the same condition that would
     have existed had no loss occurred. The policy shall contain no
     provision for coinsurance.

     (iii) Lessee, at its sole cost, shall also procure, provide and
     maintain in force for the benefit of Lessee, Lessor and any Lender,
     contractual and comprehensive general public liability insurance
     against liability arising out of or connected with the operation, use,
     maintenance, condition, possession, leasing, or control of the
     Premises, including, but not limited to, contractual liability in
     connection with the indemnification of Lessor with coverage of at
     least $5,000,000 per person and per occurrence for bodily injury, at
     least $5,000,000 per occurrence for property damage and an aggregate
     limit of at least $10,000,000. Such comprehensive general liability
     insurance policy(ies) shall be written on an occurrence basis and
     shall include coverage for all court costs and attorneys fees and
     expenses. To the extent any policy procured by Lessee under this
     Section 21(a) contains a deductible, Lessee hereby agrees to
     indemnify, defend and hold Lessor harmless from any claims, damages or
     expenses (including, but not limited to, reasonable attorney's fees)
     which would have been covered by such insurance if it had no
     deductible. Notwithstanding anything herein to the contrary, so long
     as both (A) Lessee's corporate and/or senior debt securities are rated
     at least BBB by Standard & Poor's rating service, and (B) Lessee
     maintains a tangible net worth, as determined in accordance with
     generally accepted accounting principles, of not less than $
     100,000,000.00, the insurance policies required by this Section
     21(a)(iii) may contain a deductible of up to $200,000.00, provided
     that, if at any time either (X) Lessee's corporate and/or senior debt
     securities are rated lower than BBB by Standard & Poor's rating
     service (or such rating has been withdrawn or Lessee's corporate
     and/or senior debts securities are otherwise not rated), or (Y) Lessee
     fails to maintain a tangible net worth, as determined in accordance
     with generally accepted accounting principles, of at least
     $100,000,000.00, the deductible under the insurance policies required
     by this Section 21(a)(iii) may not exceed $50,000.00. Such insurance
     policies may contain only such exclusions as Lessor and any Lender
     shall approve; and any such exclusions approved in writing by Lessor
     and any Lender at the time of closing on the Mortgage loan from such
     Lender shall be deemed approved by Lessor and Lender for the term of
     such Mortgage loan.

     (iv) Lessee, at its sole cost, shall also procure and maintain (or
     cause its contractors to procure and maintain) worker's compensation
     insurance covering all persons employed by Lessee and such contractors
     at or with respect to the Premises in connection with any work done on
     or about any of the Premises for which claims for death or bodily
     injury could be asserted against Lessor, Lessee or the Premises.

     (v) Lessee, at its sole cost, shall also: (A) procure and maintain
     broad form boiler and machinery insurance (including coverage for
     explosion) covering all boilers and other pressure vessels, machinery,
     and equipment located in or about the Building in an amount not less
     than the actual replacement cost of the Building and equipment
     (excluding footings and foundations and other parts of the
     improvements which are not insurable); (B) procure and maintain or
     cause its contractor to procure and maintain completed value builder's
     risk insurance when the estimated cost of Alterations to be performed
     by Lessee in any one instance exceeds either (x) the Base Amount if
     Lessee's debt securities have a rating lower than the Minimum Rating,
     or (y) $25,000.00 if Lessee's corporate and/or senior debt securities
     have a rating lower than the Minimum Rating, and Lessee or its
     contractor shall obtain worker's compensation insurance or other
     adequate insurance coverage covering all persons employed in
     connection with such work, whether by Lessee, its contractors or
     subcontractors and with respect to whom death or bodily injury claims
     could be asserted against Lessor; (C) pay for all costs associated
     with Lessor's procuring for Lender "Special Risk Insurance" as
     required by any Lender to cover the contingencies set forth in Section
     10(c) and 11(c) of this Lease, (D) procure and maintain environmental
     liability insurance and remediation coverage for the Premises in such
     amounts and upon such terms and conditions (including coverage for
     third party acts) as are reasonably determined by Lessee and
     reasonably approved by Lessor and any Lender, and (E) procure and
     maintain such additional and/or other insurance with respect to the
     improvements located on the Land and in such amounts as at the time is
     customarily carried by prudent owners or tenants with respect to
     improvements similar in character, location and use and occupancy to
     such improvements. All insurance required herein shall be subject to
     the reasonable review and approval by Lessor and Lender, provided,
     that, so long as the insurance carried by Lessee otherwise complies
     with all requirements of this Section 21 (subject to such departures
     therefrom, if any, as are approved in writing by any Lender at the
     time of closing on the Mortgage loan from such Lender) such insurance
     carried by Lessee shall be deemed approved by Lessor and Lender for
     the term of such Mortgage loan. Anything contained in this Section 21
     to the contrary notwithstanding, any and all insurance which Lessee is
     obligated to carry pursuant to this Section 2 1 (a) may be carried
     under a "blanket" policy or policies covering other properties or
     liabilities of Lessee, provided that such "blanket" policy or policies
     otherwise comply with the provisions of this Section 21. such policy
     of blanket insurance either shall specify therein, or Lessee shall at
     Lessor's request furnish Lessor with a written statement from the
     insurer under such policy so specifying, the amount of the total
     insurance allocated to the Premises, which amount shall not be less
     than the amount required pursuant to this Section 2 1.

     (b) Insured Parties. The insurance required by this Section 21 shall
     be written by companies having a claims paying ability rating by
     Standard & Poor's of not less than A, and all such companies shall be
     licensed to do insurance business in the State of New Jersey, or
     otherwise agreed to by Lessor and Lender. The insurance policies (i)
     shall contain no provisions for coinsurance, (ii) shall (except for
     the worker's compensation insurance referred to in this Section 21)
     name Lessor and Lessee as named insureds (except for the Special Risk
     Insurance which shall designate Lender as the named insured), (iii)
     shall name any Lender as mortgagee and loss payee on all property
     insurance policies and shall name Lender as an additional named
     insured on all liability insurance policies, and (iv) provide a waiver
     of subrogation endorsement for the benefit of Lender and Lessor. If
     said insurance or any part thereof shall expire, be withdrawn, become
     void by breach of any condition thereof by Lessee or become void or
     unsafe by reason of the failure or impairment of the capital of any
     insurer, Lessee shall immediately obtain new or additional insurance
     reasonably satisfactory to Lessor and Lender. All insurance policies
     shall contain an effective waiver by the insurer of all claims for
     insurance premiums against any loss payees, additional insureds, and
     named insureds other than Lessee.

     Each insurance policy referred to in Section 21(a) hereof shall
     contain standard non-contributory mortgagee clauses in favor of any
     Lender. Each policy shall provide that it may not be canceled or
     modified except after thirty (30) days prior notice to Lessor and any
     Lender. Each policy shall also provide (to the extent such can be
     obtained) that any losses otherwise payable thereunder shall be
     payable notwithstanding (i) any act or omission of Lessor or Lessee
     which might, absent such provision, result in a forfeiture of all or a
     part of such insurance payment, or (ii) the occupation or use of any
     of the Premises for purposes more hazardous than permitted by the
     provisions of such policy.

     Lessee shall pay as they become due all premiums for the insurance
     required by this Section 21, shall renew or replace each policy, and
     shall deliver to Lessor and Lender a certificate, endorsement or other
     evidence (reasonably satisfactory to Lender and Lessor) of the
     existing policy and such renewal or replacement policies at least
     thirty (30) days prior to the expiration date of each policy. Upon
     Lessor's request, Lessee shall also deliver to Lessor true copies of
     all insurance policies, including renewal and replacement policies.
     Each such policy shall provide that it shall not expire until the
     Lessor and Lender shall receive a notice from the insurer to the
     effect that a policy will expire on a date which shall be thirty (30)
     days following the date of the receipt by Lessor and Lender of such
     notice. In the event of Lessee's failure to comply with any of the
     foregoing requirements of this Section 21 within five (5) days of the
     giving of written notice by Lessor to Lessee, Lessor shall be entitled
     to procure such insurance. Any sums expended by Lessor in procuring
     such insurance shall be Additional Rent and shall be repaid by Lessee.

     (c) Insurance Proceeds. All proceeds payable under the required
     insurance described in Section 21(a)(i) above shall, subject to and in
     accordance with the provisions of Sections 10 and 11A, be applied
     toward the Restoration of the Premises, including the Building,
     Building improvements or the Parking Deck, as the case may be, unless
     this Lease shall be terminated in accordance with the terms of Section
     10(c) and/or Section 11(c), if applicable, in which case such
     proceeds, subject to the rights of the holder of the Mortgage, shall,
     without set- off or deduction by Lessee, be paid to Lessor upon the
     termination of this Lease. In the event that such proceeds have not
     been paid or assigned to Lessor by the date of termination of this
     Lease, Lessor as attorney-in-fact for Lessee may direct that any
     proceeds being held in trust be paid to Lessor immediately, and/or may
     execute and deliver to the insurance company holding such proceeds an
     assignment of such proceeds to Lessor. Lessee hereby appoints Lessor,
     as Lessee's attorney-in-fact for the purposes provided for herein. All
     insurance proceeds payable under the policy referred to in Section 21
     (a)(ii) shall be payable to Lessor, provided that, so long as this
     Lease shall not have been terminated, and, throughout the period with
     respect to which proceeds under such policy have been paid to Lessor,
     Lessee shall have paid all Basic Rent and Additional Rent when due
     under this Lease, Lessor shall reimburse to Lessee (or if such
     proceeds have been paid to Lender, cause Lender to reimburse to
     Lessee) all proceeds of such insurance up to the amount of such Basic
     Rent and Additional Rent paid by Lessee.

     (d) Notice. Each policy of insurance required by this Section 21 shall
     provide that it may not be canceled, modified or amended except upon
     thirty (30) days' prior written notice to Lessor, Lessee and to any
     Lender named in such policy. Lessee shall deliver to Lessor, at the
     commencement of the term of each policy, a certificate or endorsement
     of insurance evidencing the insurance coverage required to be obtained
     by Lessee under this Lease.

     (e) Indemnification. Except to the extent Lessor's gross negligence or
     willful misconduct was in whole or in part a proximate cause of any
     loss, injury or damage, Lessee agrees, to the fullest extent permitted
     by law, to defend, indemnify and hold Lessor and Lender harmless from
     and reimburse Lessor and Lender for all liability, damage, costs,
     fees, expenses, penalties and charges (including, but not limited to,
     reasonable attorneys' fees and disbursements), causes of action,
     suits, claims, demand or judgments of whatever nature incurred or
     instituted in connection with the use or operation of the Premises or
     in any way connected with (i) any accident, loss, injury or damage
     whatsoever caused by or to any person (including, but not limited to,
     Lessee, its servants, employees, agents, invitee and licensees) or
     property arising out of or resulting from Lessee's occupancy,
     possession, use, management, repair or control of the Premises, (ii)
     any breach of this Lease by Lessee, (iii) any act or omission of
     Lessee, its servants, employees, agents, invitee, licensees or of any
     person on the preniises with Lessee's consent, occurring in or on the
     Premises, or (iv) any contest or proceeding brought by Lessee.
     Specifically excepted from Lessee's indemnification hereunder are
     liability, claims and expenses arising out of the breach of any
     covenant of this Lease on the part of Lessor to be performed.

     22.Signs. Lessee shall have the right to install signs in the lobby of
     the Building and on the Premises and Lessee may construct and maintain
     sips containing the name of Lessee and any subtenant on the Building
     and on the Land, provided however that all such signs shall be placed
     in such locations and shall be of such design as to make their
     placement and design consistent with similarly situated office
     buildings.

     23. [Intentionally Left Blank]

     24. Estoppel Certificates. Each party agrees that, upon not less than
     fifteen (15) days' prior written request, it shall execute,
     acknowledge and deliver to the other party or its designee a written
     statement certifying: (i) that this Lease is unmodified and is in full
     force and effect (or if there have been modifications, the specifics
     thereof and that the Lease is in full force and effect as modified);
     (ii) the dates to which the Basic Rent and Additional Rent have been
     paid; (iii) the amount of all Basic Rent and Additional Rent paid in
     advance, if any; and (iv) that there are no defaults under the Lease
     (or, if there are, specifying the same in reasonable detail). It is
     intended, insofar as Lessor is concerned, that any statement delivered
     pursuant to this Section 24 may be relied upon by a prospective
     purchaser of Lessor's interest, Lender and any assignee of any
     Mortgage. It is intended, insofar as Lessee is concerned, that any
     statement delivered pursuant to this Section 24 may be relied upon by
     a prospective subtenant, assignee or creditor of Lessee. The foregoing
     obligation shall be deemed a substantial obligation of Lessee or
     Lessor, the breach of which shall give Lessor or Lessee all remedies
     provided for by law.

     25. Right To Show Premises. Lessor may show the Premises to
     prospective purchasers and lenders, and, during the thirty-six (36)
     months prior to the end of the Term and during any period following
     and during the continuance of any Event of Default, to prospective
     tenants, during business hours on reasonable notice to Lessee and when
     accompanied by a representative of Lessee. Notwithstanding the above,
     Lessor acknowledges the necessity of security in the conduct of
     Lessee's business and agrees that the access of Lessor and Lessor's
     agents and designees to any areas of the Premises deemed by Lessee to
     require security shall be only at such times, and subject to such
     requirements of Lessee, as are reasonable under the circumstances.

     26. Waiver Of Trial By Jury.  Lessor and Lessee hereby waive trial by
     jury in any action or proceeding brought by either party against the
     other on any matters whatsoever arising out of or in any way connected
     with this Lease, the relationship of Lessor and Lessee, Lessee's use
     or occupancy of the Premises, and/or any claim of injury or damage,
     and emergency, or statutory remedy; provided, however, that nothing
     herein shall preclude a jury trial in actions where a jury is demanded
     by right by third parties and severance of claims between Lessor and
     Lessee is not available under the court rules. Lessee further agrees
     that Lessee will not interpose any counterclaim or right to set-off in
     any summary proceeding for eviction based in whole or in part on the
     nonpayment of Basic Rent or Additional Rent or in any other proceeding
     between Lessor and Lessee.

     27. No Other Representations. No representations or promises shall be
     binding on the parties hereto except those representations and
     promises contained herein.

     28. Quiet Enjoyment.  Lessor covenants that if and so long as, Lessee
     pays the Basic Rent and 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.

     29. Force Majeure. Lessor shall not be liable to Lessee and Lessee
     shall not be liable to Lessor and neither party shall be in default
     under this Lease by reason of delays in the performance of any
     covenant, condition or obligation under this Lease which is caused
     solely by present or future governmental regulations, restrictions,
     strikes, lockouts, shortages or unavailability of materials or labor,
     or for any other reason whether or not similar to the foregoing, which
     is beyond the reasonable control of either Lessor or Lessee, as the
     case may be ("Force Majeure"). Notwithstanding the foregoing, the
     parties agree that an event of Force Majeure will not excuse, reduce,
     delay or otherwise affect Lessee's obligations (i) to pay Basic Rent
     and any Additional Rent hereunder or to comply with the provisions of
     Section 21 hereof, or (ii) to perform any other obligation under this
     Lease to the extent such delay could (A) expose Lessor or Lender to
     any civil or criminal liability, penalty or sanction or (B) result in
     any decrease in the value of the Premises or in defeasance of Lessor's
     or Lender's interest in the Premises, for which Lessee has not made
     provisions reasonably acceptable to Lessor and Lender.

     30. General Cooperation. In addition to the foregoing provisions, each
     party covenants and agrees that it will execute, acknowledge and
     deliver all documents and other instruments, as may reasonably be
     required by the other party in order to fully carry out and effectuate
     the terms of this Lease, provided that such shall be done at the sole
     cost of Lessee and no such document or instrument shall impose any
     material burden on Lessor.

     31. Holding Over. If Lessee holds over in the Premises beyond the
     expiration or sooner termination of this Lease, Lessee shall become a
     tenant from month-to- month at 150% of Basic Rent for the first thirty
     (30) days after the expiration or sooner termination of this Lease and
     at 200% of Basic Rent thereafter, in either case plus all Additional
     Rent, and upon all the other terms and conditions of this Lease.
     Lessee shall continue to be a month-to-month tenant until such tenancy
     shall be terminated by Lessor or until such possession shall cease.
     Nothing contained in this Lease shall be construed as a consent by
     Lessor to the occupancy or possession by Lessee of the Premises beyond
     the Expiration Date or earlier termination of this Lease and Lessor
     shall be entitled to the benefit of all legal remedies that may now be
     in effect or may subsequently be enacted for summary possession of the
     Premises.

     32. Memorandum of Lease. At any time during the Term and within thirty
     (30) days after written request therefor from either party, Lessor and
     Lessee will execute, acknowledge and deliver a memorandum of this
     Lease for recording which shall constitute a short form of this Lease
     and shall set forth a description of the Premises, the Term, and any
     other provisions which either party may request, except the rental
     provisions contained in Section 3 and in the Rent Schedule attached
     hereto as Exhibit A. Upon the expiration or sooner termination of Ns
     Lease, Lessee shall execute, acknowledge and deliver to Lessor such
     documents and other instruments as may be reasonably required by
     Lessor, each in a form suitable for recording, to evidence the
     termination of this Lease and of any and all rights of Lessee
     hereunder. If such documents or other instruments are not delivered to
     Lessor within thirty (30) days of the expiration or sooner termination
     of this Lease, Lessee agrees that Lessor may apply immediately, at
     Lessee's sole cost and expense, in a summary action (or an action
     brought by order to show cause, or any other form of action Lessor
     elects to interpose) to any court of competent jurisdiction for an
     order (a) compelling Lessee to specifically perform its obligations
     under this Section 32, (b) declaring that the Lessee's rights under
     this Lease are terminated, (e) authorizing the recording of a
     certified true copy of such order in the Union County Clerk's Office
     for the purpose of giving notice of the termination of such rights,
     and (d) awarding Lessor's reasonable attorney's fees and costs and
     other proper relief. Lessor agrees that in any such action service of
     process may be made upon it in the manner provided for the giving of
     notice under this Lease.

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

     34. Applicability to Heirs and Assigns. The Provisions of this Lease
     shall apply to, bind and inure to the benefit of Lessor and Lessee,
     and their respective successors and permitted assigns. In the event
     Lessor shall sell or transfer its entire interest in the Premises or
     if a Lender shall take possession of the Premises, then and in either
     such event the Lessor shall be released from any and all obligations
     it has hereunder which arise after the date of such sale or transfer
     or taking of possession by such Lender. Subject to any limitations on
     the liability and obligations of any Lender, its successors and
     assigns under the terms of an SNDA, any such purchaser, transferee or
     Lender in possession shall, without further covenant or agreement, be
     bound by and assume and discharge any and all of the obligations and
     liabilities of the Lessor hereunder which arise after the date of such
     sale, transfer or possession.

     35. [Intentionally left blank]

     36. Notices. Any notice by either party to the other shall be in
     writing and shall be deemed to have been duly given only if sent by
     registered mail or certified mail in a postpaid envelope or by private
     overnight delivery service addressed to the Lessor at the address as
     set forth above and to Lessee at the address set forth above, marked
     to the attention of the Corporate Secretary, with a copy to the
     parties' respective attorneys addressed as follows:

     To Lessor's Attomey: Alan G. Trembulak, Esq.
                          Woods & Trembulak
                          11 Commerce Drive
                          Cranford, NJ 07016

     To Lessee's Attorney: Charles F. Gergel, Esq.
                           Cullen and Dykman
                           177 Montague Street
                           Brooklyn, NY 11201

     or, at such other address as Lessor or Lessor, or their respective
     attorneys, as the case may be, may designate in writing. Notice shall
     be deemed delivered upon the third (3rd) day after the mailing thereof
     or if by overnight express delivery, the day after the delivery of
     such notice to the overnight express delivery company, prepaid for
     next day delivery.

     If any Lender shall have advised Lessee by notice in the manner
     aforesaid that it Is the holder of a Mortgage and states in said
     notice its address for the receipt of Notices, then simultaneously
     with the giving of any notice by Lessee to Lessor, Lessee shall send a
     copy of such notice to Lender in the manner aforesaid. Any notice may
     be given on behalf of any party by its counsel.

     37. Effect of Waivers. No failure by either party to insist upon the
     strict performance of any covenant, agreement, term or condition of
     this Lease, or to exercise any right or remedy consequent upon a
     breach thereof, and no acceptance of full or partial rent during the
     continuance of any such breach, shall constitute a waiver of any such
     breach or of such covenant, agreement, term or condition. No consent
     or waiver, express or implied, by either party to or of any breach of
     any covenant, condition or duty of the other party 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 the
     party so consenting or waiving.

     38. Authority. Each party represents that the person executing and
     delivering this Lease has been duly authorized and that the execution
     and delivery of this Lease by such party does not and shall not
     violate any provision of any by-law, agreement, order, judgment,
     governmental regulation or any other obligation to which such party is
     a party or is subject.

     39. Severability of Provisions. If any term or provision of this Lease
     or the application thereof to any party or circumstance shall to any
     extent be invalid or unenforceable, the remainder of this Lease or the
     application of such term or provision to parties or circumstances
     other than those with respect to which it is held invalid or
     unenforceable, shall not be affected thereby, and each term and
     provision of this Lease shall be valid and enforced to the fullest
     extent permitted by law.

     40. Governing Law. This Lease and the performance thereof shall be
     governed and construed in accordance with the laws of the State of New
     Jersey, without application of conflicts of law principles.

     41. Number and Gender. The terms "Lessor" and "Lessee" wherever used
     herein shall be applicable to one or more persons, as the case may be,
     and singular shall include the plural and neuter shall include the
     masculine and/or feminine, and if there be more than one, the
     obligation thereof shall be joint and several.

     42. Assignment of Existing Leases. Lessee acknowledges that portions
     of the Premises demised under this Lease were heretofore demised by
     Beneficial Owner to others under the leases referred to in Exhibit C
     attached hereto (the "Existing Leases"), copies of which have been
     reviewed by Lessee, and that Beneficial Owner entered into a certain
     Shared Tenant Services Agreement, dated as of January 11, 2000,
     between Beneficial Owner and Broadband Office, Inc. (the "Broadband
     Agreement"), a copy of which has been reviewed by Lessee. Simultaneous
     with the execution of this Lease, Beneficial Owner, Lessor and Lessee
     have executed the following agreements: (a) an Assignment and
     Assumption Agreement pursuant to which Beneficial Owner and Lessor
     have transferred and assigned to Lessee, and Lessee has assumed, all
     of Beneficial Owner's and Lessor's rights, duties and obligations
     under the Broadband Agreement; and (b) an Assignment and Assumption
     Agreement pursuant to which Beneficial Owner and Lessor have
     transferred and assigned to Lessee, and Lessee has assumed, all of
     Beneficial Owner's and Lessor's rights, duties and obligations under
     the Existing Leases. Lessee hereby agrees to honor and faithfully
     perform all of Beneficial Owner's and Lessor's duties and obligations
     under the Existing Leases and the Broadband Agreement from and after
     the Commencement Date, and Lessee agrees to indemnify, defend and hold
     Beneficial Owner and Lessor harmless from and against any and all
     claims, liabilities, losses, damages, costs and expenses incurred in
     connection with or arising under the obligations of Beneficial Owner
     and Lessor under the Existing Leases and the Broadband Agreement from
     and after the Commencement Date of this Lease. Lessee's rights under
     this Lease are, as to those portions of the Premises demised under the
     Existing Leases, subject to the tenants' rights under the Existing
     Leases.

     43. Mortgagee's Notice and Opportunity to Cure.  Lessee agrees to give
     any Lender with whom it has entered into an SNDA, by certified mail,
     return receipt requested, a copy of any notice of default served upon
     Lessor. Lessee further agrees that, if Lessor shall have failed to
     cure such default within the time provided for in this Lease, then the
     Lender shall have such additional time as is provided in such SNDA
     within which to cure such default.

     44. [Intentionally Left Blank]

     45. Renewal Option.  Lessee is hereby granted the following options to
     extend the Term of this Lease: (A) a first option ("First Renewal
     Option"), exercisable at any time prior to the date which is thirty
     (30) months before the then expiration of the Term, to extend the Term
     of this Lease for an additional ten (10) year period (the "First
     Renewal Term"); and (B) a second option ("Second Renewal Option"),
     exercisable at any time prior to the date which is twenty-four (24)
     months before the expiration of the First Renewal Term, to extend the
     Term of this Lease for an additional ten (IO) year period (the "Second
     Renewal Term"). All of the terms and conditions of this Lease shall
     remain in effect during any renewal term, except that the Basic Rent
     payable during the renewal term shall be as set forth on Exhibit A
     hereto. It shall be a condition of the exercise of the options set
     forth in this Section 45, that at the time of the exercise of said
     option, Lessee shall not be in default under this Lease beyond any
     applicable grace period.

     46. Right of Second Offer. Lessor hereby grants Lessee a right of
     second offer for the purchase of Corporate Center One Unit
     (hereinafter referred to as the ("Unit").  In the event that Lessor
     shall desire to market or offer for sale the Unit to a third party
     (other than to any entity controlled by Lessor or either of its
     partners or their principals or members of their immediate family or
     trusts created for their benefit), Lessor shall promptly so advise
     Lessee in writing setting forth the purchase price and the other terms
     and conditions of the proposed sale which Lessor would be willing to
     offer to a third party, including: (a) the total amount of the
     purchase price; (b) the amount of the deposit required; (c) the form
     of payment of the deposit and the purchase price, and (d) the date and
     place of transfer of title. Lessee shall have twenty (20) days after
     its receipt of Lessor's written offer to advise Lessor if it desires
     to purchase the Unit on the terms and conditions set forth in Lessor's
     offer. If Lessee elects to accept Lessor's offer, and if Schering has
     not exercised its prior right to purchase the Unit pursuant to its
     Right of First Offer, Lessor and Lessee shall enter into a formal
     contract of sale on the terms set forth in Lessor's offer. In the
     event, however, that within the aforesaid twenty (20) day period
     Lessee fails to accept or elects not to accept Lessor's offer, the
     offer shall be deemed rejected and Lessor shall be free to sell the
     Unit for a period of one (1) year from the date of Lessor's written
     offer (any contract of sale entered into during the one (1) year
     period regardless of closing date set forth therein shall be deemed a
     sale within the one (1) year period provided for herein) for a
     purchase price not less than 95% of the purchase price set forth in
     Lessor's offer and such other terms and conditions acceptable to
     Lessor without any further obligation to Lessee under this Right of
     Second Offer, provided, however, Lessee's Right of Second Offer shall
     be reinstated following the expiration of such one (1) year period if
     Lessor shall fail to sell the Unit within said one (1) year period.

     Notwithstanding anything to the contrary contained herein, the Right
     of Second Offer provided for herein shall be null and void and of no
     force and effect upon judicial foreclosure or the granting of a deed
     in lieu of foreclosure. This Right of Second Offer is subject and
     subordinate to the Right of First Offer previously granted by
     Beneficial Owner to Schering.

     47. Environmental Laws.

     (a) Compliance with Environmental Laws. Lessee shall, at Lessee's own
     expense, promptly comply with each and every Legal Requirement now or
     hereafter existing related in any way to environmental matters
     (collectively, "Environmental Laws"), applicable to the Premises,
     Lessee, Lessee's operations at the Premises, or all of them. As used
     herein, "Contaminant" shall mean, without limitation, any regulated
     substance, toxic substance hazardous substance, hazardous waste,
     pollution, pollutant, irritant or contaminant, as defined or referred
     to in the New Jersey Environmental Rights Act, N.J.S.A. 2A:35A-1 et
     seq.; the New Jersey Spill Compensation and Control Act, N.J.S.A.
     58:10-23.11 et seq.; the New Jersey Air Pollution Control Act,
     N.J.S.A. 26:2C-1 et seq.; the Hazardous Substances Discharge, Reports
     and Notices Act, N.J. S.A. 13:1 K-15 et seq.; the Industrial Site
     Recovery Act, N.J. S.A. 13:1K-6 et seq. ("ISRA"); the New Jersey
     Underground Storage of Hazardous Substances Act, N.J.S.A. 58:10A-21 et
     seq., and the federal underground storage tank law (Subtitle 1) of
     Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901 et
     seq. the Resource Conservation and Recovery Act, as amended, 42 U.S.C.
     6901 et seq.; the Comprehensive Environmental Response, Compensation
     and Liability Act, as amended, 42 U.S.C. 6901 et seq.; the Water
     Pollution and Control Act, 33 U.S.C. 1251 et seq. together with any
     amendments to any of the foregoing, any regulations promulgated under
     any of the foregoing and all substitutions under any of the foregoing,
     as well as words of similar purport or meaning referred to in any
     other applicable Environmental Law, including, without limitation,
     radon, lead, asbestos, polychlorinated biphenyls, urea-formaldehyde
     and petroleum products and petroleum derivatives. If any Environmental
     Law defines any of these terms more broadly than another, the broader
     definition shall apply.

     (b) ISRA Compliance.  Lessee shall, at Lessee's own expense, comply
     with ISRA and the regulations promulgated thereunder and any amending
     and successor legislation and regulations.

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

     (d) Lessor, Lender Audit.  Lessee shall permit Lessor, Lender and
     their representatives access to the Premises, from time to time, to
     conduct an environmental assessment, investigation and sampling. (e)
     Lessee's Remediation. Should any assessment, investigation or sampling
     reveal the existence of any spill, discharge or placement of
     Contaminants in, on, under, or about or migrating from or onto the
     Premises, the Building or the Land, as the result of the action or
     omission of Lessee or a "Lessee Responsible Party", then, in addition
     to being in default under this Lease and Lessor having all rights
     available to Lessor under this Lease and by law by reason of such
     default, Lessee shall, at Lessee's own expense, in accordance with
     Environmental Laws, undertake all action required by Lessor and any
     governmental authority to remediate such condition, including without
     limitation, promptly obtaining and delivering to Lessor an
     unconditional No Further Action Letter or its equivalent issued in
     accordance with all Legal Requirements. For purposes of this Section
     47, the term "Lessee's Responsible Party" shall mean any officer,
     director, employee, agent, licensee, assignee, sublessee or invitee of
     Lessee. Lessee's remedial action shall meet those standards and
     protocols established by the applicable governmental authority for
     soil, surface water, groundwater and drinking water. Promptly upon
     completion of all required investigatory and remedial activities,
     Lessee shall, at Lessee's own expense, to Lessor's satisfaction,
     restore the affected areas of the Premises, the Building or the Land,
     as the case may be, from any damage or condition caused by the
     investigatory or remedial work.

     (f) Environmental Questionnaire.  Lessee shall, from time to time, but
     no more frequently than once each calendar year, upon Lessor's
     request, fill out and complete the environmental questionnaire
     attached hereto as Exhibit C (which questionnaire may be revised by
     Lessor from time to time in its reasonable discretion) with respect to
     Contaminants upon the Premises and within the Building, as a result of
     the activities of Lessee or any Lessee Responsible Party.

     (g) Environmental Documents and Conditions.  For purposes of this
     Section 47, the term "Environmental Documents" shall mean all
     environmental documentation concerning the Building or the Land, of
     which the Premises is a part, or its environs, in the possession or
     under the control of Lessee, including, without limitation, plans,
     reports, correspondence and' submissions. During the term of this
     Lease, promptly upon receipt by Lessee or its agents, Lessee shall
     deliver to Lessor all Environmental Documents concerning or generated
     by or on behalf of Lessee, whether currently or hereafter existing. In
     addition, Lessee shall promptly notify Lessor of any environmental
     condition of which Lessee has knowledge, which may exist in, on,
     under, or about, or may be migrating from or onto the Building or the
     Land.

     (h) Lessor's Right to Perform Lessee's Obligations.  Notwithstanding
     anything to the contrary set forth in this Lease, in the event,
     pursuant to this Lease, Lessee is required to undertake any sampling,
     assessment, investigation or remediation with respect to the Premises,
     the Building or the Land, as the case may be, then, at Lessor's
     discretion, Lessor shall have the right, upon notice to Lessee, from
     time to time, to perform such activities at Lessee's expense, and all
     sums reasonably incurred by Lessor shall be paid by Lessee to Lessor,
     upon demand, as Additional Rent.

     (i) Indemnity.  Lessee agrees, to the fullest extent permitted by law,
     to indemnify, defend and hold harmless Lessor, Lender and their
     respective officers, directors, shareholders, employees and personal
     or legal representatives from and against any and all claims,
     liabilities, losses, damages, penalties and costs, foreseen or
     unforeseen, including, without limitation, counsel, engineering and
     other professional or expert fees, which an indemnified party may
     incur resulting directly or indirectly, wholly or partly from Lessee's
     actions or omissions with regard to Lessee's obligations under this
     Section 47.

     (j) Survival.  This Section 47 shall survive the expiration or earlier
     termination of this Lease. Without limiting any other rights or
     remedies of Lessor under this Lease, Lessee's failure to abide by the
     terms of this Section 47 shall be restrainable or enforceable, as the
     case may be, by injunction.

     48. Attorney's Fees.  In addition to any other rights and remedies
     hereunder, in the event of any default by Lessee or Lessor under this
     Lease, the defaulting party shall reimburse the other party for all
     attorneys' fees and costs reasonably incurred by the other party in
     enforcing its rights under this Lease or in exercising any rights and
     remedies available to it under this Lease or otherwise.
     Notwithstanding the foregoing, no sum payable by Lessor to Lessee
     under this Section 48 will be payable or recoverable from any rent or
     sums pledged or assigned (or intended to have been pledged or
     assigned) by Lessor to Lender, Lessee's right to recover such sums
     from Lessor being subordinate to the rights of Lender, such sums only
     being recoverable after payment to Lender in full of all principal,
     interest and other sums secured by its Mortgage.

     49. Replacement of 1987 Lease. As of the Commencement Date, all terms
     and conditions of the 1987 Lease shall be replaced in their entirety
     by the terms and conditions of this Lease. Notwithstanding the
     foregoing, (i) neither Beneficial Owner nor Lessee, by executing and
     delivering this Lease, waives its rights to any claim it may have
     against the other under the 1987 Lease which accrued prior to the
     execution and delivery of this Lease, Lessee acknowledging and
     agreeing, however, that it shall have no rights or claims whatsoever
     against Lessor with respect to any matter other than Lessor's rights
     and obligations arising under this Lease following the Commencement
     Date, and (ii) for purposes only of allocations among Lessee and
     subtenants of Lessee under subleases created by Lessee under the 1987
     Lease, the definition of the term "operating expenses" used in the
     1987 Lease shall be deemed to survive replacement of the 1987 Lease
     (provided the foregoing shall in no way diminish, limit or otherwise
     affect Lessee's obligations under this Lease).

     50. Limitation on Lessor's Liability.  Notwithstanding anything to the
     contrary herein, Lessee agrees that the partners and/or members of the
     Lessor shall have no personal liability with respect to a breach by
     Lessor of any of the terins and conditions of this Lease. In addition,
     Lessee agrees that in the event of any such breach of any of the terms
     or conditions of this Lease by Lessor, Lessor's liability for such
     breach shall be limited to the value of Lessor's equity interest in
     the Premises, and Lessee shall look solely to such equity interest of
     Lessor for the satisfaction of any claim or judgment which Lessee may
     have or obtain against Lessor as a result of such breach.

     51. Title and Condition.

     (i) The Premises are demised and let subject to the following: (A)
     Impositions (as defined herein), Legal Requirements, any matters
     consented to by Lessee, those covenants, restrictions, reservations,
     liens, conditions, encroachments, easements, encumbrances and other
     matters of title that affect the Premises as of the date of the Lease
     (including, without limitation, the Master Deed) or which arise due to
     the acts or omissions of Lessee, or due to the acts or omissions of
     Lessor with Lessee's consent, after the date hereof (collectively the
     "Permitted Encumbrances"), (B) all Legal Requirements and Insurance
     Requirements, including any existing violation of any thereof, and (C)
     the condition of the Premises as they exist as of the date of this
     Lease; all without representation or warranty by Lessor, it being
     understood and agreed, however, that the recital of the Permitted
     Encumbrances herein shall not be construed as a revival of any thereof
     which for any reason may have expired.

     (ii) Lessor has not made and will not make any inspection of any of
     the premises, and Lessor leases and will lease and Lessee takes and
     will take the premises "as is", and Lessee acknowledges that Lessor
     (whether acting as Lessor hereunder or in any other capacity) has not
     made and will not make, nor shall Lessor be deemed to have made, any
     warranty or representation, express or implied, with respect to any of
     the premises, including any warranty or representation as to its
     fitness for use or purpose, design or condition for any particular use
     or purpose, as to the quality of the material or workmanship therein,
     latent or patent, as to Lessor's title thereto, or as to value,
     compliance with specifications, location, use, condition,
     merchantability, quality, description, durability or operation, it
     being agreed that all risks incident thereto are to be borne by
     Lessee.  Lessee acknowledges that the premises are of its selection
     and to its specifications, and that the premises have been inspected
     by lessee and are satisfactory to it. In the event of any defect or
     deficiency in any of the premises of any nature, whether patent or
     latent, Lessor shall not have any responsibility or liability with
     respect thereto or for any incidental or consequential damages
     (including strict liability in tort).  The provisions of this section
     have been negotiated, and the foregoing provisions are intended to be
     a complete exclusion and negation of any warranties by Lessor, express
     or implied, with respect to any of the premises, arising pursuant to
     the uniform commercial code or any other law now or hereafter in
     effect or otherwise.

     (iii) Lessee acknowledges and agrees that Lessee has examined the
     title to the Premises prior to the execution and delivery of this
     Lease (including, without limitation, the Master Deed and all other
     recorded documents, and documents referred to in recorded documents,
     governing the Liberty Hall Corporate Center Condominium) and has found
     such title to be satisfactory for the purposes contemplated by this
     Lease.

     52. Payment of Impositions, Compliance with Legal Requirements and
     Insurance Requirements.

     (a) Lessee shall pay and discharge before the imposition of any fine,
     lien, interest or penalty may be added thereto for late payment
     thereof, as Additional Rent, all other amounts and obligations which
     Lessee assumes or agrees to pay or discharge pursuant to this Lease,
     together with every fine, penalty, interest and cost which may be
     added by the party to whom such payment is due for nonpayment or late
     payment thereof. In the event of any failure by Lessee to pay or
     discharge any of the foregoing, Lessor shall have all rights, powers
     and remedies provided herein, by law or otherwise, in the event of
     nonpayment of Basic Rent.

     (b) Lessee shall promptly comply with and conform to (in all material
     respects) all of the Legal Requirements and insurance Requirements.
     Lessee shall promptly upon written reasonable request of Lessor
     provide evidence of such compliance.
     (c) Lessee shall not, directly or indirectly, create or permit to be
     created or to remain, and shall promptly discharge, any lien on the
     Premises, on the Basic Rent, Additional Rent or on any other sums
     payable by Lessee under this Lease, other than the Permitted
     Encumbrances and any Mortgage, lien, encumbrance or other charge
     created by or resulting from any act or omission by Lessor or those
     claiming by, through or under Lessor (except Lessee). Notice is hereby
     given that Lessor shall not be liable for any labor, services or
     materials furnished or to be furnished to Lessee, or to anyone holding
     any of the Premises through or under Lessee, and that no construction
     or other liens for any such labor, services or materials shall attach
     to or affect the interest of Lessor in and to any of the Premises.

     (d) In no event shall Lessee pursue any contest with respect to any
     Imposition, Legal Requirement, lien, or violation, referred to above
     in such manner that exposes Lessor or Lender to (i) criminal
     liability, penalty or sanction, (ii) any civil liability, penalty or
     sanction for which Lessee has not made provisions reasonably
     acceptable to Lessor and Lender or (iii) defeasance of its interest in
     the Premises.

     (e) Lessee agrees that each such contest shall be promptly and
     diligently prosecuted to a final conclusion, except that Lessee shall
     have the right to attempt to settle or compromise such contest through
     negotiations. Lessee shall pay and save Lender and Lessor harmless
     against any and all losses, judgments, decrees and costs (including
     all attorneys' fees and expenses) in connection with any such contest
     and shall, promptly after the final determination of such contest,
     fully pay and discharge the amounts which shall be levied, assessed,
     charged or imposed or be determined to be payable therein or in
     connection therewith, together with all penalties, fines, interest,
     costs and expenses thereof or in connection therewith, and perform all
     acts the performance of which shall be ordered or decreed as a result
     thereof (f) Nothing in this Lease and no action or inaction by Lessor
     shall be deemed or construed to mean that Lessor has granted to Lessee
     any right, power or permission to do any act or to make any agreement
     which may create, give rise to, or be the foundation for, any right,
     title, interest or lien in or upon the estate of Lessor in any of the
     Premises.

     53. Net Lease.

     (a) This is a net Lease and Basic Rent, Additional Rent and all other
     sums payable hereunder by Lessee shall be paid without notice, demand,
     setoff, counterclaim, recoupment, abatement, suspension, deferment,
     diminution, deduction, reduction or defense.

     (b) Lessee agrees that it shall remain obligated under this Lease in
     accordance with its provisions and that it shall not take any action
     to terminate, rescind or avoid this Lease, notwithstanding (i) the
     bankruptcy, insolvency, reorganization, composition, readjustment,
     liquidation, dissolution, winding-up or other proceeding affecting
     Lessor, (ii) the exercise of any remedy, including foreclosure, under
     any Mortgage, or (iii) any action with respect to this Lease
     (including the disaffirmance hereof) which may be taken by Lessor
     under the Federal Bankruptcy Code or by any trustee, receiver or
     liquidator of Lessor or by any court under the Federal Bankruptcy Code
     or otherwise.

     (c) Except as expressly provided in Sections 10(c) and 11(c) Of this
     Lease, (i) Lessee shall not have any right to terminate this Lease for
     any reason whatsoever during the Term, and (ii) Lessee shall not for
     any reason whatsoever be entitled to any setoff, counterclaim,
     recoupment, abatement, suspension, deferment, diminution, deduction,
     reduction or defense of or to Basic Rent, Additional Rent or any other
     sums payable under this Lease.

     (d) This Lease is the absolute and unconditional obligation of Lessee.
     Lessee waives all rights which are not expressly stated in this Lease
     but which may now or hereafter otherwise be conferred by law (i) to
     quit, terminate or surrender this Lease or any of the Premises, (ii)
     to any setoff, counterclaim, recoupment, abatement, suspension,
     deferment, diminution, deduction, reduction or defense of or to Basic
     Rent, Additional Rent or any other sums payable under this Lease, and
     (iii) for any statutory lien or offset right against Lessor or its
     property.

     54. Miscellaneous.

     (a) No Merger. There shall be no merger of this Lease or of the
     leasehold estate hereby created with the fee estate in the Premises or
     any part thereof by reason of the fact that the same person may
     acquire or hold, directly or indirectly, this Lease or the leasehold
     estate hereby created or any interest in this Lease or in such
     leasehold estate as well as the fee estate in the Premises or any
     interest in such fee estate. No such merger shall occur unless and
     until all persons (including, without limitation, any Lender) having
     any interest in this Lease or the leasehold estate created hereby, and
     the fee estate in or ownership of the Premises sought to be merged,
     shall join in a written instrument effecting such merger and shall
     duly record the same.

     (b) No Representations. Neither Lessor nor Lessor's agents have made
     any representations or promises with respect to the Premises, the
     Building or the Land.

     (c) Corporate Authority. Lessee does hereby represent and warrant (i)
     that Lessee is a duly authorized and existing corporation, in good
     standing and qualified to do business in the State of New Jersey, (ii)
     that Lessee has fall right and authority to execute, deliver and
     perform this Lease, (iii) that Lessee's execution, delivery and
     performance of this Lease has been approved by all necessary corporate
     action on Lessee's part, (iv) that all permits, consents and approvals
     (if any) required of any governmental or quasi-governmental agency,
     bureau, regulatory body or other authority for Lessee's execution,
     delivery and performance of this Lease have been obtained and remain
     in full force and effect, and (v) that each of the persons signing on
     behalf of Lessee is duly authorized to do so.

     (d) No Usury, Etc. The intention of the parties being to conform
     strictly to the applicable usury and other laws restricting amounts
     payable by a debtor to a creditor or a lessee to a lessor, whenever
     any provision herein provides for payment by Lessee to Lessor of
     interest or any other monies at a rate or in an amount in excess of
     the legal rate or amount permitted to be charged or paid, such rate or
     amount herein provided to be paid shall be deemed reduced to such
     legal rate or amount.

     (e) Performance of Obligations. Subject to the terms of this Lease,
     any act which Lessor is permitted to perform under this Lease may be
     performed at any time and from time to time by Lessor or any person or
     entity designated by Lessor. Any act which Lessee is required to
     perform under this Lease shall be performed at Lessee's sole cost and
     expense by Lessee or any person or entity designated by Lessee.

     (f) Surrender of Premises. At the expiration or sooner termination of
     this Lease, Lessee shall promptly quit and surrender the Premises in
     broom-clean condition reasonable wear and tear excepted, and shall
     deliver all keys and combinations to locks, safes and vaults to
     Lessor. Before surrendering said Premises, Lessee shall remove (i) all
     of its improvements and trade fixtures described on Exhibit B hereto,
     (ii) its signs, and (iii) and other property and items required to be
     removed by Lessee under Section 6 of this Lease, and will repair any
     damage caused thereby. Lessee's obligations under this Section 54(f)
     shall survive the expiration of the Term. If Lessee fails to remove
     its property upon the expiration or sooner termination of this Lease,
     the said property shall, at Lessor's option, be deemed abandoned and
     shall become the property of Lessor and Lessee shall be liable to
     Lessor for all costs incurred by Lessor related to such property. No
     act or thing done by Lessor or its agents during the Term shall be
     deemed an acceptance of a surrender of the Premises, and no agreement
     to accept a surrender of the Premises shall be valid unless the same
     be made in writing and signed by Lessor.

     (g) Lessor Consent. Lessee acknowledges that so long as any Mortgage
     exists, no consent of or approval of Lessor shall be effective without
     the prior written consent of Lender, and that Lender, in Lender's sole
     and absolute discretion, may withhold or condition in anyway its
     consent to any consent, approval, waiver, extension, forbearance or
     other act by Lessor (including, without limitation, any amendment or
     modification of this Lease or of any document executed by Lessee in
     connection herewith or of the Master Deed) which would or could,
     directly or indirectly, (i) diminish the amount or delay the time for
     payment of any Basic Rent, Additional Rent or other sum payable under
     this Lease, (ii) alter in any way the absolute and unconditional
     nature of Lessee's obligations under this Lease or diminish, defer,
     suspend, delay the time for performance, waive or otherwise affect in
     any way any such obligations, (iii) result in any termination of this
     Lease prior to the end of its scheduled Term, (iv) adversely affect
     the value of the Premises, (v) adversely affect in any way any rights,
     remedies, powers or benefits of Lessor under this Lease, (vi)
     adversely affect in any way any rights, remedies, powers, benefits or
     estate of Lessor as the owner of the Corporate Center One Unit of the
     Liberty Hall Corporate Center Condominium, (vii) adversely affect any
     of the rights of Lender under the Mortgage or any other document
     relating to the loan secured thereby, or (viii) otherwise, in Lender's
     judgment, materially diminish any of the rights of Lessor under this
     Lease. Notwithstanding anything above to the contrary, Lender's
     consent shall not be required with respect to any extension of this
     Lease beyond its scheduled Term or to the provisions of this Lease
     applicable during any renewal term, provided, that, the provisions of
     any such extension do not directly or indirectly affect any of the
     provisions of this Lease or the rights or obligations of the parties
     in effect during the scheduled Term hereof, and further provided that
     Lessor and Lessee shall provide Lender a copy of any instrument
     intended to effect any extension of this Lease prior to its execution
     by Lessor and Lessee.

     (h) Statements. If and so long as Lessee is a public company, Lessee
     shall submit to Lessor and/or such other person or entity as Lessor
     may designate, when filed with the Securities and Exchange Commission,
     copies of each Form 10Q and 10K filed by Lessee during the Term. If at
     any time Lessee is not a public company, Lessee shall submit to Lessor
     and/or such other person or entity as Lessor may designate (a) such
     financial statements of Lessee which are reasonably requested by
     Lessor, and (b) annual audited financial reports, and quarterly
     audited or unaudited financial reports, of lessee within one hundred
     twenty (120) days following the close of each fiscal year (in the case
     of annual reports), and within forty-five days following the close of
     each fiscal quarter (in the case of quarterly reports).

     (i) Responsible Officer of Lessee. As used in this Lease, the term
     "Responsible Officer of Lessee" means any of the following: (i) the
     head of any operating division or business unit of Lessee who is
     charged with overall supervisory responsibility for the administration
     of this Lease and/or for the maintenance, management and operation of
     the Premises; or (ii) any person occupying the position of Chairman,
     President, Chief Executive Officer, Chief0perating Officer, Chief
     Financial Officer, Chief Administrative Officer, General Counsel,
     Secretary, Senior Vice President and/or Vice President of Lessee.

     55. Compliance with Americans with Disabilities Act.  Notwithstanding
     anything contained herein to the contrary, Lessee shall be responsible
     for all repairs, replacements, maintenance and liabilities with
     respect to any improvements made to the Premises by Lessee and any
     such repairs, replacements, maintenance and improvements shall comply
     with the Americans with Disabilities Act.  In addition, Lessee shall
     be responsible for, and shall indemnify Lessor with respect to, any
     costs and expenses in connection with the Premises being in compliance
     with the Americans with Disabilities Act.

     56.  Lender Approval and Modifications.  Lessor and Lessee agree to
     modify this Lease to accommodate any Lender's reasonable requests,
     provided that doing so will no impose any additional obligation upon
     Lessee.

     In Witness Whereof, the parties have hereunto set their hands an
     dseals the day and year first above written.

     Liberty Hall Joint Venture, L.L.C.
     A Delaware Limited Liability Company
     By:  Liberty Hall Joint Venture, its Member
     By:  Cali Liberty Associates, its General Partner

     By: /s/ Brant B. Cali
     Title:  General Partner

     NUI Corporation
     A New Jersey Corporation

     By: /s/ James R. Van Horn
     Title:  Chief Administrative Officer,
             General Counsel & Secretary

     Acknowledgement and Consent

     The undersigned executes below for the sole purpose of acknowledging
     and consenting to this Amended and Restated Lease the day and ear
     first above written.

     Liberty Hall Joint Venture
     A New Jersey General Partnership
     By:  Cali Liberty Hall Assocites
     Its General Partner

     By: /s/ Brant B. Cali
     Title:  General Partner