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                                                                   Exhibit 10.28

                                      LEASE

                                      FROM:

                         MACK-CALI MORRIS REALTY L.L.C.

                                     LESSOR

                                       TO:

                              THE MEDICINES COMPANY

                                     LESSEE

                                    BUILDING:

                                  5 SYLVAN WAY
                             PARSIPPANY, NEW JERSEY

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                                TABLE OF CONTENTS

1.       DESCRIPTION:..........................................................4
2.       TERM:.................................................................4
3.       BASIC RENT:...........................................................4
4.       USE AND OCCUPANCY:....................................................4
5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:............................4
6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:...............................7
7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:...........................7
8.       ASSIGNMENT AND SUBLEASE:..............................................7
9.       COMPLIANCE WITH RULES AND REGULATIONS:...............................10
10.      DAMAGES TO BUILDING:.................................................10
11.      EMINENT DOMAIN:......................................................11
12.      INSOLVENCY OF LESSEE:................................................11
13.      LESSOR'S REMEDIES ON DEFAULT:........................................11
14.      DEFICIENCY:..........................................................12
15.      SUBORDINATION OF LEASE:..............................................13
16.      SECURITY DEPOSIT:....................................................13
17.      RIGHT TO CURE LESSEE'S BREACH:.......................................14
18.      MECHANIC'S LIENS:....................................................14
19.      RIGHT TO INSPECT AND REPAIR:.........................................14
20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:..............14
21.      INTERRUPTION OF SERVICES OR USE:.....................................15
22.      BUILDING STANDARD OFFICE ELECTRICAL SERVICE:.........................15
23.      ADDITIONAL RENT:.....................................................16
24.      LESSEE'S ESTOPPEL:...................................................19
25.      HOLDOVER TENANCY:....................................................19
26.      RIGHT TO SHOW PREMISES:..............................................19
27.      LESSOR'S WORK - LESSEE'S DRAWINGS:...................................19
28.      WAIVER OF TRIAL BY JURY:.............................................19
29.      LATE CHARGE:.........................................................19
30.      LESSEE'S INSURANCE:..................................................20

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31.      NO OTHER REPRESENTATIONS:............................................22
32.      QUIET ENJOYMENT:.....................................................22
33.      INDEMNITY:...........................................................22
34.      ARTICLE HEADINGS:....................................................22
35.      APPLICABILITY TO HEIRS AND ASSIGNS:..................................22
36.      OUTSIDE PARKING SPACES:..............................................23
37.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY:.............................23
38.      PARTIAL INVALIDITY:..................................................23
39.      LESSEE'S BROKER:.....................................................23
40.      PERSONAL LIABILITY:..................................................23
41.      NO OPTION:...........................................................24
42.      DEFINITIONS:.........................................................24
43.      LEASE COMMENCEMENT:..................................................25
44.      NOTICES:.............................................................25
45.      ACCORD AND SATISFACTION:.............................................25
46.      EFFECT OF WAIVERS:...................................................25
47.      LEASE CONDITION:.....................................................25
48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:..........................25
49.      LESSOR'S RESERVED RIGHT:.............................................26
50.      CORPORATE AUTHORITY:.................................................26
51.      AFTER-HOURS USE:.....................................................26
52.      LESSEE'S EXPANSION/RELOCATION:.......................................26
53.      BUILDING PERMIT:.....................................................27

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     LEASE, is made the _____ day of _________, 2000 between Mack-Cali Morris
Realty L.L.C. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11
Commerce Drive, Cranford, New Jersey 07016 and THE MEDICINES COMPANY ("Lessee")
with an office at One Cambridge Center, Cambridge, MA 02142.

                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

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

2.   BASE PERIOD COSTS shall mean the following:

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

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

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

3.   BUILDING shall mean 5 Sylvan Way, Parsippany, New Jersey.

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

5.   BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m., but
     excluding those holidays as set forth on Exhibit E attached hereto and made
     a part hereof, except that Common Facilities, lighting in the Building and
     Office Building Area shall be maintained for such additional hours as, in
     Lessor's sole judgment, is necessary or desirable to insure proper
     operating of the Building and Office Building Area.

6.   COMMENCEMENT DATE is that date which is the earlier of (i) the date upon
     which Lessee, or anyone claiming under or through Lessee, commences using
     the Premises for the conduct of business or (ii) the date which is sixty
     (60) days after the date of this Lease.

7.   DEMISED PREMISES OR PREMISES shall be deemed to be 6,660 gross rentable
     square feet on the second (2nd) floor as shown on Exhibit A hereto, which
     includes an allocable share of the Common Facilities as defined in Article
     42(b).

8.   EXHIBITS shall be the following, attached to this Lease and incorporated
     herein and made a part hereof.

                Exhibit A                 Location of Premises
                Exhibit A-1               Office Building Area
                Exhibit B                 Rules and Regulations
                Exhibit C                 Lessor's Work
                Exhibit C-1               Air Conditioning &
                                          Heating Design Standards
                Exhibit D                 Cleaning Services
                Exhibit E                 Building Holidays
                Exhibit F                 Tenant Estoppel Certificate
                Exhibit G                 Commencement Date Agreement
                Exhibit H                 Letter of Credit Form

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

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10.  FIXED BASIC RENT shall mean: ONE MILLION THIRTY-TWO THOUSAND THREE HUNDRED
     AND 00/100 DOLLARS ($1,032,300.00) for the Term payable as follows:

     A.               YEAR                YEARLY RATE
                      ----                -----------
                        1                 $199,800.00
                        2                 $203,130.00
                        3                 $206,460.00
                        4                 $209,790.00
                        5                 $213,120.00

     B.               YEAR                YEARLY RATE
                      ----                -----------
                        1                 $16,650.00
                        2                 $16,927.50
                        3                 $17,205.00
                        4                 $17,482.50
                        5                 $17,760.00

11.  LESSEE'S BROKER shall mean Peter Elliot New Jersey L.L.C.

12.  LESSEE'S PERCENTAGE shall be 4.62% subject to adjustment as provided for in
     Article 42(d).

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

14.  PARKING SPACES shall mean a total of twenty-three (23) unassigned surface
     parking spaces.

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

16.  POSSESSION DATE shall be the date of this Lease. At anytime after the
     Possession Date and prior to the Commencement Date, Lessee and its agents,
     servants, employees and contractors may enter the Premises for purposes of
     performing Lessee's work and alterations in compliance with Exhibit C
     attached hereto. Such entry shall constitute the agreement of Lessee that
     none of such parties nor their work, equipment, or materials will interfere
     with the work of Lessor in the Premises. All terms and conditions, other
     than the obligation to pay Basic Rent, shall be in full force and effect
     from the Possession Date to the Commencement Date.

17.  SECURITY DEPOSIT shall be in the amount of ONE HUNDRED TWENTY-FIVE THOUSAND
     AND 00/100 DOLLARS ($125,000.00). Upon execution of the Lease, Lessee shall
     deliver to Lessor an initial cash deposit or SEVENTY-FIVE THOUSAND AND
     00/100 DOLLARS ($75,000.00), or in lieu of the initial cash deposit set
     forth in this paragraph Lessee may deliver an irrevocable negotiable letter
     of credit issued by and drawn upon such commercial bank selected by Lessee
     and acceptable to Lessor (at its sole discretion) and in form and content
     acceptable to Lessor (also at its sole discretion) (the form attached
     hereto as Exhibit H shall be deemed acceptable to Lessor) for the account
     of Lessor, in the amount of SEVENTY-FIVE THOUSAND AND 00/100 DOLLARS
     ($75,000.00). Within thirty (30) days of the Commencement Date of this
     Lease, Lessee shall deliver to Lessor an additional cash deposit of FIFTY
     THOUSAND AND 00/100 DOLLARS $(50,000.00), or in lieu of the additional cash
     deposit set forth in this paragraph Lessee may deliver an additional
     irrevocable negotiable letter of credit issued by and drawn upon such
     commercial bank selected by Lessee and acceptable to Lessor (at its sole
     discretion) and in form and content acceptable to Lessor (also at its sole
     discretion) (the form attached hereto as Exhibit H shall be deemed
     acceptable to Lessor) for the account of Lessor, in the amount of FIFTY
     THOUSAND AND 00/100 DOLLARS ($50,000.00). Said letters of credit shall be
     for a term of not less than l year and shall be renewed by Lessee (without
     notice from Lessor) no later than 45 days prior to its expiration, and the
     expiration of each replacement thereof, until Lessor shall be required to
     return the security to Lessee pursuant to the terms of this Lease but in no
     event earlier than 90 days after the Expiration Date, and each such renewed
     letter of credit shall be delivered to Lessor no later than 45 days prior
     to the expiration of the letter of credit then held by Lessor. If any
     portion of the security deposit shall be utilized by Lessor in the manner
     permitted by this Lease, Lessee shall, within five (5) days after request
     by Lessor, replenish the security account by depositing with Lessor, in
     cash or by letter of credit, an amount equal to

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     that utilized by Lessor. Failure of Lessee to comply strictly with the
     provisions of this paragraph shall constitute a material breach of this
     Lease and Lessor shall be entitled to present the letter of credit then
     held by it for payment (without notice to Lessee). If the cash security is
     converted into a letter of credit, the provisions with respect to letters
     of credit shall apply (with the necessary changes in points of detail) to
     such letter of credit deposit. In the event of a bank failure or insolvency
     affecting the letter of credit, Lessee shall replace same within 20 days
     after being requested to do so by Lessor.

     Provided that this Lease is in full force and effect, Lessee has complied
     with each of its obligations under this Lease and the net worth of Lessee
     on each of the Reduction Dates (as such term is defined below) is not less
     than the net worth of Lessee on the date of this Lease, then on the last
     day of each of the first three Lease Years (each such date being a
     "Reduction Date"), the security deposit shall be reduced by TWENTY-NINE
     THOUSAND EIGHT HUNDRED TWENTY-SIX AND 67/100 DOLLARS ($29,826.67), so that
     the security deposit for the last two (2) Lease Years shall be THIRTY-FIVE
     THOUSAND FIVE HUNDRED NINETOON AND 99/100 DOLLARS ($35,519.99).

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

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                               W I T N E S S E T H

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


1.   DESCRIPTION:

     Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the
     Premises as defined in the Preamble which includes an allocable share of
     the Common Facilities, as shown on the plan or plans, initialed by the
     parties hereto, marked Exhibit A attached hereto and made part of this
     Lease in the Building as defined in the Preamble, (hereinafter called the
     "Building") which is situated on that certain parcel of land (hereinafter
     called "Office Building Area") as described on Exhibit A-1 attached hereto
     and made part of this Lease, together, with the right to use in common with
     other lessees of the Building, their invitees, customers and employees,
     those public areas of the Common Facilities as hereinafter defined.

2.   TERM:

     The Premises are leased for a term to commence on the Commencement Date,
     and to end at 12:00 midnight on the Expiration Date, all as defined in the
     Preamble.

3.   BASIC RENT:

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

4.   USE AND OCCUPANCY:

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

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

5.   CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:

     (a) Lessee shall commit no act of waste and shall take good care of the
     Premises and the fixtures and appurtenances therein, and shall, in the use
     and occupancy of the Premises, conform to all laws, orders and regulations
     of the federal, state and municipal governments

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     or any of their departments affecting the Premises and with any and all
     environmental requirements resulting from the Lessee's particular use of
     the Premises, this covenant to survive the expiration or sooner termination
     of the Lease. Notwithstanding anything to the contrary contained in the
     Lease, Lessee shall not be required to make any repairs, alterations or
     modifications to the Premises as a result of any laws, orders and
     regulations of the federal, state and municipal governments or any of their
     departments affecting the Premises unless the need for such repairs,
     alterations or modifications arises from the particular manner in which
     Lessee uses the Premises, and repairs, alterations or modifications to the
     Premises as a result of any laws, orders and regulations of the federal,
     state and municipal governments or any of their departments affecting the
     Premises which are required of all owners and tenants generally, and do not
     arise from the particular manner in which an owner or tenant uses its
     premises, shall be undertaken by and at the sole cost and expense of Lessor
     and same may be included in Operating Costs pursuant to Article 23 of this
     Lease. Lessor shall, subject to the same being included in Operating Costs
     (except as expressly excluded in the immediately preceding sentence), make
     all necessary repairs to the Premises, Common Facilities and to the
     assigned parking areas, if any, except where the repair has been made
     necessary by misuse or neglect by Lessee or Lessee's agents, servants,
     visitors or licensees, in which event Lessor shall nevertheless make the
     repair but Lessee shall pay to Lessor, as Additional Rent, immediately upon
     demand, the costs therefor. All improvements made by Lessee to the
     Premises, which are so attached to the Premises, shall become the property
     of Lessor upon installation. Not later than the last day of the Term,
     Lessee shall, at Lessee's expense, remove all Lessee's personal property
     and those improvements made by Lessee which have not become the property of
     Lessor, including trade fixtures, cabinetwork, movable paneling, partitions
     and the like; repair all injury done by or in connection with the
     installation or removal of said property and improvements; and surrender
     the Premises in as good condition as they were at the beginning of the
     Term, reasonable wear and damage by fire, the elements, casualty or other
     cause not due to the misuse or neglect by Lessee, Lessee's agents,
     servants, visitors or licensees excepted. All other property of Lessee
     remaining on the Premises after the last day of the Term of this Lease
     shall be conclusively deemed abandoned and may be removed by Lessor, and
     Lessee shall reimburse Lessor for the cost of such removal. Lessor may have
     any such property stored at Lessee's risk and expense.

     ENVIRONMENTAL

     (b)  COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's own
          expense, promptly comply with each and every federal, state, county
          and municipal environmental law, ordinance, rule, regulation, order,
          directive and requirement, now or hereafter existing ("Environmental
          Laws"), applicable to the Premises, Lessee, Lessee's operations at the
          Premises, or all of them, except if there is any violation of
          Environmental Laws with regard to the Premises existing at the date of
          this Lease, Lessor shall comply therewith at its sole cost and
          expense, which shall not be included in Operating Costs.

     (c)  ISRA COMPLIANCE. Lessee shall, at Lessee's own expense, comply with
          the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET SEQ., the
          regulations promulgated thereunder and any amending and successor
          legislation and regulations ("ISRA"), if and to the extent the need
          for such compliance is triggered by Lessee having become an Industrial
          Establishment (as defined in ISRA) with respect to its use of the
          Premises.

     (d)  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.

     (e)  LESSOR AUDIT. Lessee shall permit Lessor and its representatives
          access to the Premises, from time to time, to conduct an environmental
          assessment, investigation and sampling, all at Lessee's own expense.

     (f)  LESSEE REMEDIATION. Should any assessment, investigation or sampling
          reveal the existence of any spill, discharge or placement of
          Contaminants in, on, under, or about, or migrating from or onto the
          Premises, the Building or the Office Building Area, as a result of the
          action or omission of Lessee or a "Lessee Representative", then, in
          addition to being in default under this Lease and Lessor having all
          rights

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          available to Lessor under this Lease and by law by reason of such
          default, Lessee shall, at Lessee's own expense, in accordance with
          Environmental Laws, undertake all action required by Lessor and any
          governmental authority, including, without limitation, promptly
          obtaining and delivering to Lessor an unconditional No Further Action
          Letter. For purposes of this Article, the term "Lessee's
          Representative" shall mean any shareholder, officer, director, member,
          partner, employee, agent, licensee, assignee, sublessee or invitee of
          Lessee, or any third party for whom Lessee is legally responsible. In
          no event shall any of Lessee's remedial action involve engineering or
          institutional controls, a groundwater classification exception area or
          well restriction area, and Lessee's remedial action shall meet the
          most stringent published or unpublished remediation standards for
          soil, surface water, groundwater and drinking water. Promptly upon
          completion of all required investigatory and remedial activities,
          Lessee shall, at Lessee's own expense, to Lessor's satisfaction,
          restore the affected areas of the Premises, the Building or the Office
          Building Area, as the case may be, from any damage or condition caused
          by the investigatory or remedial work.

     (g)  ENVIRONMENTAL QUESTIONNAIRE. Upon Lessor's request, contemporaneously
          with the signing and delivery of this Lease, and thereafter upon
          renewal of the lease, if at all, Lessee shall complete, execute and
          deliver to Lessor an environmental questionnaire in form and substance
          reasonably satisfactory to Lessor.

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

     (i)  LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS. Notwithstanding
          anything to the contrary set forth in this Lease, in the event,
          pursuant to this Lease, Lessee is required to undertake any sampling,
          assessment, investigation or remediation with respect to the Premises,
          the Building or the Office Building Area, as the case may be, then, at
          Lessor's discretion, Lessor shall have the right, upon notice to
          Lessee, from time to time, to perform such activities at Lessee's
          expense if Lessee has failed to do so with reasonable promptness, and
          all sums reasonably incurred by Lessor shall be paid by Lessee, as
          Additional Rent, upon demand.

     (j)  INDEMNITY. Lessee shall indemnify, defend and hold harmless Lessor,
          Lessor's officers, directors, shareholders, employees and personal or
          legal representatives from and against any and all claims,
          liabilities, losses, damages, penalties and costs, foreseen or
          unforeseen, including, without limitation, counsel, engineering and
          other professional or expert fees, which an indemnified party may
          incur resulting directly or indirectly, wholly or partly from Lessee's
          actions or omissions with regard to Lessee's obligations under this
          Article.

     (k)  SURVIVAL. This Article shall survive the expiration or earlier
          termination of this lease. Lessee's failure to abide by the terms of
          this Article shall be restrainable or enforceable, as the case may be,
          by injunction.

     (l)  INTERPRETATION. The obligations imposed upon Lessee under
          subparagraphs (a) through (j) above are in addition to and are not
          intended to limit, but to expand upon, the obligations imposed upon
          Lessee under this Article 5. As used in this Article, the term
          "Contaminants" shall include, without limitation, any regulated
          substance, toxic substance, hazardous substance, hazardous waste,
          pollution, pollutant, contaminant, petroleum, asbestos or
          polychlorinated biphenyls, as defined or referred to in any
          Environmental Laws. Where a law or regulation defines any of these
          terms more broadly then another, the broader definition shall apply.

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6.   ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

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

7.   ACTIVITIES INCREASING FIRE INSURANCE RATES:

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

8.   ASSIGNMENT AND SUBLEASE:

     Provided Lessee is not in default of this Lease beyond notice and
     expiration of applicable grace periods, Lessee may assign or sublease the
     within Lease to any party subject to the following:

     a.   In the event Lessee desires to assign this Lease or sublease all or
          part of the Premises to any other party, the terms and conditions of
          such assignment or sublease shall be communicated to the Lessor in
          writing no less than sixty (60) days prior to the effective date of
          any such sublease or assignment, and, prior to such effective date,
          the Lessor shall have the option, exercisable in writing to the
          Lessee, to: (i) sublease such space from Lessee at the lower rate of
          (a) the rental rate per rentable square foot of Fixed Basic Rent and
          Additional Rent then payable pursuant to this Lease or (b) the terms
          set forth in the proposed sublease, (ii) recapture in the case of
          subletting, that portion of the Premises to be sublet or all of the
          Premises in the case of an assignment ("Recapture Space") so that such
          prospective sublessee or assignee shall then become the sole Lessee of
          Lessor hereunder, or (iii) recapture the Recapture Space for Lessor's
          own use and the within Lessee shall be fully released from any and all
          obligations hereunder with respect to the Recapture Space.

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

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

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

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

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

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

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

          vii. In Lessor's reasonable judgment, the proposed assignee or
               subtenant is engaged in a business or activity, and the Premises,
               or the relevant part thereof, will be used in a manner, which (a)
               is in keeping with the then standard of the Building and (b) is
               limited to the use of the Premises as general offices.

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

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

          x.   There shall not be more than one (1) subtenant in the Premises.

          xi.  Lessee shall not advertise the subtenancy for less than the then
               current market rent per rentable square foot for the Premises as
               though the Premises were vacant.

          xii. Lessee shall not have (a) publicly advertised the availability of
               the Premises without prior notice to and approval by Lessor, nor
               shall any advertisement state the name (as distinguished from the
               address) of the Building or (b) listed the Premises for
               subletting or assignment with other than a broker, agent or
               representative who waives any entitlement to a commission or
               other fee from Lessor in the event of a recapturing of the
               Premises;

          xiii. The proposed occupancy shall not, in Lessor's reasonable
               opinion, increase the density of population using the Demised
               Premises to exceed one (1) person per 250 gross rentable square
               feet of space or exceed the parking allocation presently provided
               for in this Lease;

          xiv. The proposed assignee or subtenant shall only use the Premises
               for general offices and shall not be engaged in any of the
               following:

               (a)  educational, including but not limited to, instructional
                    facilities and correspondence schools;
               (b)  employment agencies;
               (c)  model agencies;
               (d)  photographic studios or laboratories;
               (e)  spas, health, physical fitness or exercise salons;
               (f)  small loan offices;
               (g)  real estate brokerage or real estate sales offices open to
                    the general public or construction offices;

                                       8
<PAGE>   12

               (h)  medical or dental facilities, including professional
                    offices, treatment facilities, dispensaries or laboratories;
               (i)  federal, state or local government offices;
               (j)  so-called boiler room operations;
               (k)  retail stock brokerage offices; and
               (l)  religious organizations making facilities available to
                    congregations for uses other than business purposes.

          xv.  The proposed assignee or subtenant shall not be entitled,
               directly or indirectly, to diplomatic or sovereign immunity and
               shall be subject to the service of process in, and the
               jurisdiction of, the state courts of New Jersey.

          xvi. Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR ($500.00)
               payment to cover its handling charges for each request for
               consent to any sublet or assignment prior to its consideration of
               the same. Lessee acknowledges that its sole remedy with respect
               to any assertion that Lessor's failure to consent to any sublet
               or assignment is unreasonable shall be the remedy of specific
               performance and Lessee shall have no other claim or cause of
               action against Lessor as a result of Lessor's actions in refusing
               to consent thereto. Notwithstanding the foregoing, if it is
               judicially determined that Lessor has acted in bad faith,
               Lessee's remedies shall not be limited to specific performance as
               set forth above.

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

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

                                       9
<PAGE>   13

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

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

     e.   Without limiting any of the provisions of Articles 12 and 13, if
          pursuant to the Federal Bankruptcy Code (herein referred to as the
          "Code"), or any similar law hereafter enacted having the same general
          purpose, Lessee is permitted to assign this Lease notwithstanding the
          restrictions contained in this Lease, adequate assurance of future
          performance by an assignee expressly permitted under such Code shall
          be deemed to mean the deposit of cash security in an amount equal to
          the sum of one year's Fixed Basic Rent plus an amount equal to the
          Additional Rent for the calendar year preceding the year in which such
          assignment is intended to become effective, which deposit shall be
          held by Lessor for the balance of the Term, without interest, as
          security for the full performance of all of Lessee's obligations under
          this Lease, to be held and applied in the manner specified for
          security in Article 16.

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

9.   COMPLIANCE WITH RULES AND REGULATIONS:

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

10.  DAMAGES TO BUILDING:

     If the Building is damaged by fire or any other cause to such extent the
     cost of restoration, as reasonably estimated by Lessor, will equal or
     exceed twenty-five percent (25%) of the replacement value of the Building
     (exclusive of foundations) just prior to the occurrence of the damage, then
     Lessor may, no later than the sixtieth (60th) day following the date of
     damage, give Lessee a notice of election to terminate this Lease, or if the
     cost of restoration will equal or exceed fifty percent (50%) of such
     replacement value and if the Premises shall not be reasonably usable for
     the purpose for which they are leased hereunder, or if restoration of the
     damage will require more than one hundred eighty (180) days to complete or
     if such

                                       10
<PAGE>   14

     damage is not fully repaired and reasonable access to the Premises restored
     within one hundred eighty (180) days from the date of damage, subject,
     however, to Force Majeure, then, in any such event, Lessee may, no later
     than the sixtieth (60th) day following the date of damage or following the
     end of said one hundred eighty (180) day period, give Lessor a notice of
     election to terminate this Lease. In either said event of election, this
     Lease shall be deemed to terminate on the thirtieth (30th) day after the
     giving of said notice, and Lessee shall surrender possession of the
     Premises within a reasonable time thereafter, and the Fixed Basic Rent, and
     any Additional Rent, shall be apportioned as of the date of said surrender
     and any Fixed Basic Rent or Additional Rent paid for any period beyond said
     date shall be repaid to Lessee. If the cost of restoration shall not
     entitle Lessor to terminate this Lease, or if, despite the cost, Lessor
     does not elect to terminate this Lease, Lessor shall restore the Building
     and the Premises with reasonable promptness, subject to Force Majeure, and
     Lessee shall have no right to terminate this Lease. Lessor need not restore
     fixtures and improvements owned by Lessee.

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

11.  EMINENT DOMAIN:

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

12.  INSOLVENCY OF LESSEE:

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

13.  LESSOR'S REMEDIES ON DEFAULT:

     If Lessee defaults in the payment of Fixed Basic Rent, or any Additional
     Rent, or defaults in the performance of any of the other covenants and
     conditions hereof or permits the Premises to become deserted, abandoned or
     vacated, Lessor may give Lessee notice of such default, and if Lessee does
     not cure any Fixed Basic Rent or Additional Rent default within

                                       11
<PAGE>   15

     five (5) days or other default within fifteen (15) days after giving of
     such notice (or if such other default is of such nature that it cannot be
     completely cured within such period, if Lessee does not commence such
     curing within such fifteen (15) days and thereafter proceed with reasonable
     diligence and in good faith to cure such default), then Lessor may
     terminate this Lease on not less than ten (10) days notice to Lessee, and
     on the date specified in said notice, Lessee's right to possession of the
     Premises shall cease but Lessee shall remain liable as hereinafter
     provided. If this Lease shall have been so terminated by Lessor pursuant to
     Articles 12 or 13 hereof, Lessor may at any time thereafter resume
     possession of the Premises by any lawful means and remove Lessee or other
     occupants and their effects. Lessee shall pay to Lessor, on demand, such
     expenses as Lessor may incur, including, without limitation, court costs
     and reasonable attorney's fees and disbursements, in enforcing the
     performance of any obligation of Lessee under this Lease.

14.  DEFICIENCY:

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

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

     Lessee hereby waives all right of redemption to which Lessee or any person
     under Lessee might be entitled by any law now or hereafter in force.

                                       12
<PAGE>   16

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

15.  SUBORDINATION OF LEASE:

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

16.  SECURITY DEPOSIT:

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

     If Lessor applies any part of said Security Deposit to cure any default of
     Lessee, Lessee shall, on demand, deposit with Lessor the amount so applied
     so that Lessor shall have the full Security Deposit on hand at all times
     during the Term of this Lease. In the event a bona fide sale, subject to
     this Lease, Lessor shall have the right to transfer the Security Deposit to
     the vendee, and Lessor shall be considered released by Lessee from all
     liability for the return of the Security Deposit; and lessee agrees to look
     solely to the new lessor for the return of the Security Deposit, and it is
     agreed that this shall apply to every transfer or assignment made of the
     Security Deposit to the new lessor. Provided this Lease is not in default,
     the Security Deposit (less any portions thereof used, applied or retained
     by Lessor in accordance with the provisions of this Article 16), shall be
     returned to Lessee after the expiration or sooner termination of this Lease
     and after delivery of the entire Premises to Lessor in accordance with the
     provisions of this Lease. Lessee covenants that it will not assign or
     encumber or attempt to assign or encumber the Security Deposit and Lessor
     shall not be bound by any such assignment, encumbrance or attempt thereof.

     Lessee may deliver to Lessor, in lieu of the cash deposit set forth in this
     Article an irrevocable negotiable letter of credit in the form and amount
     set forth in Paragraph 17 of the Preamble. Said letter of credit shall be
     for a term of not less than l year and shall be renewed by Lessee (without
     notice from Lessor) no later than 45 days prior to its expiration, and the
     expiration of each replacement thereof, until Lessor shall be required to
     return the security to Lessee pursuant to the terms of this lease but in no
     event earlier than 90 days after the Expiration Date, and each such renewed
     letter of credit shall be delivered to Lessor no later than 45 days prior
     to the expiration of the letter of credit then held by Lessor. If any
     portion of the security deposit shall be utilized by Lessor in the manner
     permitted by this lease, Lessee shall, within 5 days after request by
     Lessor, replenish the security account by depositing with Lessor, in cash
     or by letter of credit, an amount equal to that utilized by Lessor. Failure
     of Lessee to comply strictly with the provisions of this Article shall
     constitute a material breach of this lease and Lessor shall be entitled to
     present the letter of credit then held by it for payment (without notice to
     Lessee). If the cash security is converted into a letter of credit, the
     provisions with respect to letters of credit shall apply (with the
     necessary changes in points of detail) to such letter of credit deposit. In
     the event of a bank failure or insolvency affecting the letter of credit,
     Lessee shall replace same within 20 days after being requested to do so by
     Lessor.

                                       13
<PAGE>   17

17.  RIGHT TO CURE LESSEE'S BREACH:

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

18.  MECHANIC'S LIENS:

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

19.  RIGHT TO INSPECT AND REPAIR:

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

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

     Subject to intervening laws, ordinances, regulations and executive orders,
     while Lessee is not in default under any of the provisions of this Lease,
     Lessor agrees to furnish, except on holidays, as set forth on Exhibit E
     attached hereto and made a part hereof:

     a.   The cleaning services, as set forth on Exhibit D attached hereto and
          made a part hereof, and subject to the conditions therein stated.
          Except as set forth on Exhibit D, Lessee shall pay the cost of all
          other cleaning services required by Lessee.

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

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

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

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

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

                                       14
<PAGE>   18

21.  INTERRUPTION OF SERVICES OR USE:

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

22.  BUILDING STANDARD OFFICE ELECTRICAL SERVICE:

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

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

     b.   Lessee agrees that an independent electrical engineering consultant
          shall make a survey of electric power demand of the electric lighting
          fixtures and the electric equipment of Lessee used in the Premises to
          determine the average monthly electric consumption thereof, and the
          costs of said survey shall be borne by Lessee. The cost of such survey
          shall not exceed $350.00. The findings of said consultant as to the
          average monthly electric consumption of Lessee shall, unless objected
          to by Lessee within forty-five (45) days, be conclusive and binding on
          Lessor and Lessee. After Lessor's consultant has submitted its report,
          Lessee shall pay to Lessor, within ten (10) days after demand therefor
          by Lessor, the amount (based on the monthly consumption found by such
          consultant) as owing from the Lease Term's Commencement Date, and the
          then expired months, to include the then current month and thereafter
          adjusted for the estimated electrical charges already paid pursuant to
          Article 22(a), on the first day of every month, in advance, the amount
          set forth as the monthly consumption in said report. Said amounts
          shall be treated as Additional Rent due hereunder. Proportionate sums
          shall be payable for periods of less than a full month if the Term
          commences or ends on any other than the first or last day of the
          month. If Lessee objects to said findings, Lessee shall nevertheless
          pay and continue to pay the amount determined by Lessor's consultant
          until the issue is finally resolved, but Lessee may, at its expense,
          seek the services of an independent electrical consultant who shall
          make a survey as provided above. If Lessor's and Lessee's consultant
          cannot agree as to Lessee's consumption within thirty (30) days of
          Lessee's consultant's findings either Lessor or Lessee may request the
          American Arbitration Association in Somerset, New Jersey to appoint an
          electrical engineering consultant whose decision shall be final and
          binding on Lessor and Lessee, and whose cost shall be shared equally.
          Upon the issue being finally resolved, any overpayment made by Lessee
          shall be promptly refunded.

     c.   In the event that there shall be an increase or decrease in the rate
          schedule (including surcharges or demand adjustments), of the public
          utility for the supply of Building Standard Office Electrical Service,
          or the imposition of any tax with respect to such service or increase
          in any such tax following the Lease Term's commencement, the

                                       15
<PAGE>   19

          Additional Rent payable hereunder shall be adjusted equitably to
          reflect the increase or decrease in rate or imposition or increase in
          the aforesaid tax. All computations shall be made on the basis of
          Lessee's surveyed usage as if a meter exclusively measuring such usage
          to the Premises was in place.

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

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

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

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

23.  ADDITIONAL RENT:

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

     a.   OPERATING COST ESCALATION -- If the Operating Costs incurred for the
          Building in which the Premises are located and Office Building Area
          for any Lease Year or Partial Lease Year during the Lease Term shall
          be greater than the Base Operating Costs (adjusted proportionately for
          periods less than a Lease Year), then Lessee shall pay to Lessor, as
          Additional Rent, Lessee's Percentage of all such excess Operating
          Costs. Operating Costs shall include, by way of illustration and not
          of limitation: personal property taxes; management fees; labor,
          including all wages and salaries; social security taxes, and other
          taxes which may be levied against Lessor upon such wages and salaries;
          supplies; repairs and maintenance; maintenance and service contracts;
          painting; wall and window washing; laundry and towel service; tools
          and equipment (which are not required to be capitalized for federal
          income tax purposes); fire and other insurance; trash removal; lawn
          care; snow removal and all other items properly constituting direct
          operating costs according to standard accounting practices
          (hereinafter collectively referred to as the "Operating Costs"), but
          not including depreciation of Building or equipment; interest; income
          or excess profits taxes; wages, salaries and other compensation, to
          employees above the level of property manager; alterations or
          improvements for any other tenant; services furnished to other tenants
          and not to Lessee; costs reimbursed by insurance; expenses relating to
          the leasing of space in the Building including advertising, real
          estate brokerage and leasing commissions; legal, accounting and
          professional fees incurred for solicitation, negotiation and
          enforcement of leases; expenditures for financing and refinancing; any
          fee or expenditure paid to a related party in excess of the amount
          which would be paid in an arm's length transaction for materials or
          services of

                                       16
<PAGE>   20

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

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

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

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

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

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

     d.   LEASE YEAR -- As used in this Article 23, Lease Year shall mean a
          calendar year. Any portion of the Term which is less than a Lease Year
          as hereinbefore defined, that is, from the Commencement Date through
          the following December 31, and from the last January 1, falling within
          the Term to the end of the Term, shall be deemed a "Partial Lease
          Year". Any reference in this Lease to a Lease Year shall, unless the
          context clearly indicates otherwise, be deemed to be a reference to a
          Partial Lease Year if the period in question involves a Partial Lease
          Year.

     e.   PAYMENT -- At any time, and from time to time, after the establishment
          of the Base Period Costs for each of the categories referred to above,
          Lessor shall advise Lessee in writing of Lessee's Percentage share
          with respect to each of the categories as reasonably estimated for the
          next twelve (12) month period (or proportionate part

                                       17
<PAGE>   21

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

          In the event the last period prior to the Lease's termination is less
          than twelve (12) months, the Base Period Costs during said period
          shall be proportionately reduced to correspond to the duration of said
          final period.

     f.   BOOKS AND REPORTS -- For the protection of Lessee, Lessor shall
          maintain books of account which shall be open to Lessee and its
          representatives at all reasonable times so that Lessee can determine
          that such Operating, Utility and Energy and Real Estate Tax Costs
          have, in fact, been paid or incurred. Lessee's representatives shall
          mean only (i) Lessee's employees or (ii) a Certified Public Accounting
          firm. At Lessor's request, Lessee shall execute a confidentiality
          agreement reasonably acceptable to Lessor prior to any examination of
          Lessor's books and records. In the event Lessee disputes any one or
          more of said charges, Lessee shall attempt to resolve such dispute
          with Lessor, provided that if such dispute shall not be satisfactorily
          settled between Lessor and Lessee, the dispute shall be referred by
          either party to an independent certified public accountant to be
          mutually agreed upon, and if such an accountant cannot be agreed upon,
          The American Arbitration Association may be asked by either party to
          select an arbitrator, whose decision on the dispute will be final and
          binding upon both parties, who shall jointly share any cost of such
          arbitration. Pending resolution of said dispute the Lessee shall pay
          to Lessor the sum so billed by Lessor subject to its ultimate
          resolution as aforesaid.

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

     h.   OCCUPANCY ADJUSTMENT -- If, with respect to Operating Cost Escalation,
          as established in Article 23(a) hereof, and Utility and Energy Cost
          Escalation, as established in Article 23(b) hereof, the Building is
          less than ninety-five percent (95%) occupied during the establishment
          of the respective Base Periods, then the Base Costs incurred with
          respect to said Operating Cost or Utility and Energy Cost shall be
          adjusted during any such period within the Base Period so as to
          reflect ninety-five percent (95%) occupancy. Similarly, if during any
          Lease Year or Partial Lease Year, subsequent to the Base Period the
          Building is less than ninety-five percent (95%) occupied, then the
          actual costs incurred for Operating Cost and Utility and Energy Cost
          shall be increased during any such period to reflect ninety-five
          percent (95%) occupancy so that at all times after the Base Period the
          Operating Cost or Utility and Energy Cost shall be actual costs, but
          in the event less than ninety-five percent (95%) of the Building is
          occupied during all or part of the Lease Year involved, the Operating
          Cost or Utility and Energy Cost shall not be less than that which
          would have been incurred had ninety-five percent (95%) of the Building
          been occupied. The aforesaid adjustment shall only be made with
          respect to those items that are in fact affected by variations in
          occupancy levels.

                                       18
<PAGE>   22

24.  LESSEE'S ESTOPPEL:

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

25.  HOLDOVER TENANCY:

     If Lessee holds possession of the Premises after the Expiration Date of
     this Lease, Lessee shall (i) become a tenant from month to month under the
     provisions herein provided, but at one hundred and fifty percent (150%) of
     the monthly Fixed Basic Rental for the last month of the Term, plus the
     Additional Rent, for the first month of Lessee's holding over and two
     hundred percent (200%) of the monthly Fixed Basic Rent for the last month
     of the Term, plus the Additional Rent, thereafter, which shall continue as
     provided in the Lease which sum shall be payable in advance on the first
     day of each month, and without the requirement for demand or notice by
     Lessor to Lessee demanding delivery of possession of said Premises, and
     such tenancy shall continue until terminated by Lessor, or until Lessee
     shall have given to Lessor, at least sixty (60) days prior to the intended
     date of termination, a written notice of intent to terminate such tenancy,
     which termination date must be as of the end of a calendar month; and (ii)
     indemnify Lessor against loss or liability resulting from the delay by
     Lessee in so surrendering the Premises including, without limitation, any
     claims made by any succeeding occupant founded on such delay. Lessee's
     obligations under this Section shall survive the expiration or sooner
     termination of the Lease. The time limitations described in this Section 25
     shall not be subject to extension for Force Majeure.

26.  RIGHT TO SHOW PREMISES:

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

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

     Lessor shall deliver, and Lessee shall accept, the Premises in its "AS-IS"
     condition. All work to be performed by Lessee hereunder shall be performed
     in accordance with Exhibit C attached hereto and made a part hereof.

28.  WAIVER OF TRIAL BY JURY:

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

29.  LATE CHARGE:

     Anything in this Lease to the contrary notwithstanding, at Lessor's option,
     Lessee shall pay a "Late Charge" of eight percent (8%) of any installment
     of Fixed Basic Rent or Additional Rent paid more than five (5) days after
     the due date thereof, to cover the extra expense involved in handling
     delinquent payments, said Late Charge to be considered Additional

                                       19
<PAGE>   23

     Rent. The amount of the Late Charge to be paid by Lessee shall be
     reassessed and added to Lessee's obligations for each successive monthly
     period until paid.

     Notwithstanding anything in this Section to the contrary, Lessor shall
     waive a Late Charge one time during each Lease Year provided, however, the
     installment of Fixed Basic Rent or Additional Rent so due is paid by the
     fifteenth (15th) day of the month. Payment received subsequent to the
     fifteenth (15th) of the month during these grace periods shall require a
     Late Charge to be reassessed and added to Lessee's obligations hereunder.

30.  LESSEE'S INSURANCE:

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

          i.   Commercial General Liability insurance with contractual liability
               endorsements with respect to the Premises and the business of
               Lessee in which Lessee shall be adequately covered under limits
               of liability of not less than THREE MILLION AND 00/100 DOLLARS
               ($3,000,000.00) combined single limit per occurrence for bodily
               or personal injury (including death) and property damage. Such
               insurance may be carried (x) under a blanket policy covering the
               Premises and other locations of Lessee, if any, provided that
               each such policy shall in all respects comply with this Article
               and shall specify that the portion of the total coverage of such
               policy that is allocated to the Premises is in the amounts
               required pursuant to this Article 30 and (y) under a primary
               liability policy of not less than ONE MILLION AND 00/100 DOLLARS
               ($1,000,000.00) and the balance under an umbrella policy.
               Notwithstanding anything to the contrary contained in this Lease,
               the carrying of insurance by Lessee in compliance with this
               Article 30 shall not modify, reduce, limit or impair Lessee's
               obligations and liability under Article 33 hereof.

          ii.  Fire and Extended Coverage, Vandalism, Malicious Mischief,
               Sprinkler Leakage and Special Extended Coverage Insurance in an
               amount adequate to cover the cost of replacement of all personal
               property, decoration, trade fixtures, furnishings, equipment in
               the Premises and all contents therein. Lessor shall not be liable
               for any damage to such property of Lessee by fire or other peril
               includable in the coverage afforded by the standard form of fire
               insurance policy with extended coverage endorsement attached
               (whether or not such coverage is in effect), no matter how
               caused, it being understood that the Lessee will look solely to
               its insurer for reimbursement.

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

          iv.  Said limits shall be subject to periodic review and Lessor
               reserves the right to increase said coverage limits if, in the
               reasonable opinion of Lessor, said coverage becomes inadequate
               and is less than that commonly maintained by tenants in similar
               buildings in the area by tenants making similar uses. On or
               before the Commencement Date, and thereafter at Lessor's request,
               Lessee shall provide Lessor evidence of the insurance coverage
               required herein in the form of a duplicate original insurance
               policy, an insurance binder (countersigned by the insurer), or
               Evidence of Insurance (in form ACORD 27 with respect to property
               insurance and ACORD 25-S with respect to liability insurance) for
               each of the insurance policies Lessee is required to carry in
               compliance with its obligations under this Lease.

     b.   All of the aforesaid insurance under subparagraph (a)(i) above shall
          (i) name Lessor as an additional insured; (ii) be written by one or
          more responsible insurance companies licensed in the State of New
          Jersey satisfactory to Lessor and in form

                                       20
<PAGE>   24

          satisfactory to Lessor; (iii) contain endorsements substantially as
          follows: "It is understood and agreed that the insurer will give to
          Lessor, or any successor lessor, c/o Mack-Cali Realty Corporation, 11
          Commerce Drive, Cranford, New Jersey, thirty (30) days prior written
          notice of any material change in or cancellation of this policy.";
          (iv) shall be written on an "occurrence" basis and not on a "claims
          made" basis.

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

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

     e.   Lessor makes no representation that the limits of liability specified
          to be carried by Lessee or Lessor under the terms of this Lease are
          adequate to protect Lessee against Lessee's undertaking under this
          Article 30, and in the event Lessee believes that any such insurance
          coverage called for under this Lease is insufficient, Lessee shall
          provide, at is own expense, such additional insurance as Lessee deems
          adequate.

     f.   Lessor and Lessee shall procure a clause in, or endorsement on, each
          of their policies for fire or extended coverage insurance covering the
          Premises or personal property, fixtures or equipment located therein,
          pursuant to which the insurance company waives subrogation or consents
          to a waiver of right of recovery against the other party. Lessor and
          Lessee agree not to make claims against, or seek to recover from, the
          other party for loss or

                                       21
<PAGE>   25

          damage to its property or property of others covered by such
          insurance. To the extent Lessee shall be a self-insurer, Lessee waives
          the right of recovery, if any, against Lessor, its agents and
          employees, for loss, damages or destruction of Lessee's property.

     g.   Should Lessee fail to maintain the insurance coverage as set forth in
          this Article 30, then Lessee shall be in default hereunder and shall
          be deemed to have breached its covenants as set forth herein.

31.  NO OTHER REPRESENTATIONS:

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

32.  QUIET ENJOYMENT:

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

33.  INDEMNITY:

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

34.  ARTICLE HEADINGS:

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

35.  APPLICABILITY TO HEIRS AND ASSIGNS:

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

                                       22
<PAGE>   26

36.  OUTSIDE PARKING SPACES:

     Lessee's occupancy of the Premises shall include the use of the number of
     outside parking spaces as set forth in the Preamble, all of which will be
     unassigned. Lessor shall not be responsible for any damage or theft of any
     vehicle in the parking area and shall not be required to keep parking
     spaces clear of unauthorized vehicles or to otherwise supervise the use of
     the parking area. Lessee shall, upon request, promptly furnish to Lessor
     the license numbers of the cars operated by Lessee and its subtenants,
     licensees, invitees, concessionaires, officers and employees. If any
     vehicle of the Lessee, or of any subtenant, licensee, concessionaire, or of
     their respective officers, agents or employees, is parked in any part of
     the Common Facilities other than the employee parking area(s) designated
     therefor by Lessor, Lessee shall pay to Lessor such penalty as may be fixed
     by Lessor from time to time. All amounts due under the provisions of this
     Article 36 shall be deemed to be Additional Rent.

37.  LESSOR'S LIABILITY FOR LOSS OF PROPERTY:

     Lessor shall not be liable for any loss of property from any cause
     whatsoever, including but not limited to theft or burglary from the
     Premises, and any such loss arising from the negligence of Lessor, its
     agents, servants or invitees, or from defects, errors or omissions in the
     construction or design of the Premises and/or the Building, including the
     structural and non-structural portions thereof, and Lessee covenants and
     agrees to make no claim for any such loss at any time.

38.  PARTIAL INVALIDITY:

     If any of the provisions of this Lease, or the application thereof to any
     person or circumstances, shall to any extent, be invalid or unenforceable,
     the remainder of this Lease, or the application of such provision or
     provisions to persons or circumstances other than those as to whom or which
     it is held invalid or unenforceable, shall not be affected thereby, and
     every provision of this Lease shall be valid and enforceable to the fullest
     extent permitted by law.

39.  LESSEE'S BROKER:

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

40.  PERSONAL LIABILITY:

     Notwithstanding anything to the contrary provided in this Lease, it is
     specifically understood and agreed, such agreement being a primary
     consideration for the execution of this Lease by Lessor, that there shall
     be absolutely no personal liability on the part of Lessor, its constituent
     members (to include but not be limited to, officers, directors, partners
     and trustees) their respective successors, assigns or any mortgagee in
     possession (for the purposes of this Article, collectively referred to as
     "Lessor"), with respect to any of the terms, covenants and conditions of
     this Lease, and that Lessee shall look solely to the equity of Lessor in
     the Building for the satisfaction of each and every remedy of Lessee in the
     event of any breach by Lessor of any of the terms, covenants and conditions
     of this Lease to be performed by Lessor, such exculpation of liability to
     be absolute and without any exceptions whatsoever.

                                       23
<PAGE>   27

41.  NO OPTION:

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

42.  DEFINITIONS:

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

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

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

     d.   LESSEE'S PERCENTAGE -- The parties agree that Lessee's Percentage, as
          defined in the Preamble, reflects and will be continually adjusted to
          reflect the ratio of the gross square feet of the area rented to
          Lessee (including an allocable share of all Common Facilities) [the
          numerator] as compared with the total number of gross square feet of
          the entire Building (or additional buildings that may be constructed
          within the Office Building Area) [the denominator] measured outside
          wall to outside wall, but excluding therefrom any storage areas.
          Lessor shall have the right to make changes or revisions in the Common
          Facilities of the Building so as to provide additional leasing area.
          Lessor shall also have the right to construct additional buildings in
          the Office Building Area for such purposes as Lessor may deem
          appropriate, and subdivide the lands for that purpose if necessary,
          and upon so doing, the Office Building Area shall become the
          subdivided lot on which the Building in which the Premises is located.
          However, if any service provided for in Article 23(a) or any utility
          provided for in Article 23(b) is separately billed or separately
          metered within the Building, then the square footage so billed or
          metered shall be subtracted from the denominator and the Lessee's
          proportionate share for such service and/or utility shall be
          separately computed, and the Base Costs for such item shall not
          include any charges attributable to said square footage. Lessee
          understands that as a result of changes in the layout of the Common
          Facilities from time to time occurring due to, by way of example and
          not by way of limitation, the rearrangement of corridors, the
          aggregate of all Building tenant proportionate shares may be equal to,
          less than or greater than one hundred percent (100%).

                                       24
<PAGE>   28

43.  LEASE COMMENCEMENT:

     The Commencement Date of this Lease, as defined in the Preamble to this
     Lease, shall occur regardless of Lessee's failure to complete the tenant
     improvement work pursuant to Exhibit C attached hereto.

44.  NOTICES:

     Any notice by either party to the other shall be in writing and shall be
     deemed to have been duly given only if (i) delivered personally or (ii)
     sent by registered mail or certified mail return receipt requested in a
     postage paid envelope addressed or (iii) sent by nationally recognized
     overnight delivery service, if to Lessee, at the above described Building;
     if to Lessor, at Lessor's address as set forth above; or, to either at such
     other address as Lessee or Lessor, respectively, may designate in writing.
     Notice shall be deemed to have been duly given, if delivered personally, on
     delivery thereof, if mailed, upon the tenth (10th) day after the mailing
     thereof or if sent by overnight delivery service, the next business day.

45.  ACCORD AND SATISFACTION:

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

46.  EFFECT OF WAIVERS:

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

47.  LEASE CONDITION:

     Intentionally Omitted.

48.  MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:

     Lessee agrees to give any mortgagees and/or trust deed holders, by
     registered mail, a copy of any notice of default served upon Lessor,
     provided that, prior to such notice, Lessee has been notified in writing
     (by way of notice of assignment of rents and leases or otherwise) of the
     address of such mortgagees and/or trust deed holders. Lessee further agrees
     that, if Lessor shall have failed to cure such default within the time
     provided for in this Lease, then the mortgagees and/or trust deed holders
     shall have an additional thirty (30) days within which to cure such
     default, or if such default cannot be cured within that time, then such
     additional time as may be necessary, if within such thirty (30) days, any
     mortgagee and/or trust deed holder has commenced and is diligently pursuing
     the remedies necessary to cure such default (including but not limited to
     commencement of foreclosure proceedings if necessary to effect such cure),
     in which event this Lease shall not be terminated while such remedies are
     being so diligently pursued.

                                       25
<PAGE>   29

49.  LESSOR'S RESERVED RIGHT:

     Lessor and Lessee acknowledge that the Premises are in a Building which is
     not open to the general public. Access to the Building is restricted to
     Lessor, Lessee, their agents, employees and contractors and to their
     invited visitors. In the event of a labor dispute including a strike,
     picketing, informational or associational activities directed at Lessee or
     any other tenant, Lessor reserves the right unilaterally to alter Lessee's
     ingress and egress to the Building or make any change in operating
     conditions to restrict pedestrian, vehicular or delivery ingress and egress
     to a particular location.

50.  CORPORATE AUTHORITY:

     If Lessee is a corporation, Lessee represents and warrants that this Lease
     has been duly authorized and approved by the corporation's Board of
     Directors. The undersigned officers and representatives of the corporation
     represent and warrant that they are officers of the corporation with
     authority to execute this Lease on behalf of the corporation, and within
     fifteen (15) days of execution hereof, Lessee will provide Lessor with a
     corporate resolution confirming the aforesaid.

51.  AFTER-HOURS USE:

     Lessee shall be entitled to make use of said Standard Electric Service and
     HVAC beyond the Building Hours, at Lessee's sole cost and expense, provided
     Lessee shall notify the Lessor by 3:00 p.m. on the day that Lessee shall
     require said overtime use if said overtime use is required on any weekday,
     and by 3:00 p.m. on Friday for Saturday and/or Sunday overtime use. It is
     understood and agreed that Lessee shall pay the sum of SIXTY AND 00/100
     DOLLARS ($60.00) per hour for air-conditioning service and FORTY-FIVE AND
     00/100 DOLLARS ($45.00) per hour for heating services, plus such additional
     percentage increase of the aforesaid hourly sum computed by measuring the
     percentage increase between the rate in effect (including fuel surcharges
     or adjustments) during the month for which such overtime use is requested
     and the Base Rate. The Base Rate for purposes hereof shall be the average
     of the rates in effect (including surcharges and/or adjustments) during
     Calendar Year 2000.

     In no event shall the Lessee pay less than the sum of SIXTY AND 00/100
     DOLLARS ($60.00) per hour for such overtime air-conditioning service or
     less than FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour for such overtime
     heating service.

52.  LESSEE'S EXPANSION/RELOCATION:

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

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

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

     c.   The Lessor shall give the Lessee not less than forty-five (45) days
          prior notice of Lessor's decision to relocate the Lessee; and the
          Lessee agrees that no later than forty-

                                       26
<PAGE>   30

          five (45) days from the date of its receipt of such notice it shall
          relocate to the Substituted Leased Premises.

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

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

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

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

53.  BUILDING PERMIT:

     Intentionally Omitted.

54.  LESSOR'S INSURANCE: During the Term, Lessor shall maintain the following
     insurance, insuring Lessor and any mortgagee, as their respective interests
     may appear: (x) insurance against damage to the Building and Office
     Building Area by all risks of direct physical loss in an amount equivalent
     to the full replacement cost thereof; (y) comprehensive general liability
     insurance against claims for bodily injury and property damage occurring in
     or about the Common Facilities in amounts customarily carried by owners of
     similar buildings in the Morris County, New Jersey area; and (z) insurance
     against such other hazards as, from time to time, are then commonly insured
     against for buildings similarly situated in amounts normally carried with
     respect thereto. All insurance maintained pursuant to this Article 54 may
     be effected by blanket insurance policies.

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

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

LESSOR:                                           LESSEE:
MACK-CALI MORRIS REALTY L.L.C.                    THE MEDICINES COMPANY

By:  Parsippany Office Associates L.L.C.

By:  Mack-Cali Realty, L.P.,  managing member

By:  Mack-Cali Realty Corporation,
     its general partner

                                       27
<PAGE>   31

By:  /s/ James G. Nugent                By:  /s/ Thomas Quinn
    --------------------------------        ------------------------------------
    James G. Nugent                         Name: Thomas Quinn
    Senior Vice President, Leasing          Title: Vice President


                                       28
<PAGE>   32

                                   EXHIBIT A-1

                              OFFICE BUILDING AREA

BEGINNING at a concrete monument found on the southerly right of way line of
Sylvan Way, at the northeasterly corner of Lot 4.02, Block 202 as shown on the
present tax map of Parsippany Troy Hills (said Lot 4.02 being lands now or
formerly of Dun's Marketing Services, Inc.).

And from said point running; thence:

1.   Along the southwesterly line of Sylvan Way, South 66 degrees 11 minutes 14
     seconds East, 6.74 feet to an angle point in same; thence

2.   Continuing along said line, South 81 degrees 13 minutes 00 seconds East,
     342.21 feet to a concrete monument; thence

3.   Along the northwesterly line of Lot 3.04, Block 202, South 25 degrees 47
     minutes 00 seconds West, 805.84 feet to a concrete monument found buried
     1.2 feet below the surface on the northeasterly line of Lot 3.03, Block
     202; thence

4.   Along said line, North 81 degrees 13 minutes 00 seconds West, 238.74 feet
     to an iron pipe found; thence

5.   continuing along said line, North 65 degrees 28 minutes 00 seconds West,
     105.72 feet to a concrete monument found; thence

6.   Along the division line between Lot 4.02 and 4.03, Block 202, North 25
     degrees 47 minutes 00 seconds East, 777.66 feet to the point or place of
     BEGINNING.

BEING COMMONLY KNOWN AS Lot 4.03, Block 202 on the Tax Map of the Township of
Parsippany - Troy Hills.


                              Exhibit A-1 - Page 1
<PAGE>   33

                                    EXHIBIT B

                              RULES AND REGULATIONS

1.   OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
     elevators, vestibules, stairways, corridors and public parts of the
     Building shall not be obstructed or encumbered by Lessee or used by Lessee
     for any purpose other than ingress and egress. If the Premises are situated
     on the ground floor with direct access to the street, then Lessor shall, at
     Lessor's expense, keep the sidewalks and curbs directly in front of the
     Premises clean and free from ice, snow and refuse.

2.   WINDOWS: Windows in the Premises shall not be covered or obstructed by
     Lessee. No bottles, parcels or other articles shall be placed on the window
     sills, in the halls, or in any other part of the Building other than the
     Premises. No article shall be thrown out of the doors or windows of the
     Premises.

3.   PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
     fixtures shall be attached to the outside walls or the window sills of the
     Building or otherwise affixed so as to project from the Building, without
     prior written consent of Lessor.

4.   SIGNS: No sign or lettering shall be affixed by Lessee to any part of the
     outside of the Premises, or any part of the inside of the Premises so as to
     be clearly visible from the outside of the Premises, without the prior
     written consent of Lessor, which shall not be unreasonably withheld.
     However, Lessee shall have the right to place its name on any door leading
     into the Premises the size, color and style thereof to be subject to the
     Lessor's approval. Lessee shall not have the right to have additional names
     placed on the Building directory without Lessor's prior written consent.

5.   FLOOR COVERING: Lessee shall not lay linoleum or other similar floor
     covering so that the same shall come in direct contact with the floor of
     the Premises. If linoleum or other similar floor covering is desired to be
     used, an interlining of builder's deadening felt shall first be fixed to
     the floor by a paste or other material that may easily be removed with
     water, the use of cement or other similar adhesive material being expressly
     prohibited.

6.   INTERFERENCE WITH OCCUPANTS OF BUILDING: Lessee shall not make, or permit
     to be made, any unseemly or disturbing noises or odors and shall not
     interfere with other tenants or those having business with them. Lessee
     will keep all mechanical apparatus in the Premises free of vibration and
     noise which may be transmitted beyond the limits of the Premises.

7.   LOCK KEYS: No additional locks or bolts of any kind shall be placed on any
     of the doors or windows by Lessee. Lessee shall, on the termination of
     Lessee's tenancy, deliver to Lessor all keys to any space within the
     Building either furnished to or otherwise procured by Lessee, and in the
     event of the loss of any keys furnished, Lessee shall pay to Lessor the
     cost thereof. Lessee, before closing and leaving the Premises, shall ensure
     that all windows are closed and entrance doors locked. Nothing in this
     Paragraph 7 shall be deemed to prohibit Lessee from installing a burglar
     alarm within the Premises, provided: (1) Lessee obtain's Lessor's consent
     which will not be unreasonably withheld or delayed; (2) Lessee supplies
     Lessor with copies of the plans and specifications of the system; (3) such
     installation shall not damage the Building; and (4) all costs of
     installation shall be borne solely by Lessee.

8.   CONTRACTORS: No contract of any kind with any supplier of towels, water,
     toilet articles, waxing, rug shampooing, venetian blind washing, furniture
     polishing, lamp servicing, cleaning of electrical fixtures, removal of
     waste paper, rubbish, garbage, or other like service shall be entered into
     by Lessee, nor shall any machine of any kind be installed in the Building
     or the Office Building Area, other than ordinary office business machines,
     without the prior written consent of the Lessor. Lessee shall not employ
     any persons other than Lessor's janitors for the purpose of cleaning the
     Premises without prior written consent of Lessor. Lessor shall not be
     responsible to Lessee for any loss of property from the Premises however
     occurring, or for any damage to the effects of Lessee by such janitors or
     any of its employees, or by any other person or any other cause.

                               Exhibit B - Page 1
<PAGE>   34

9.   PROHIBITED ON PREMISES: Lessee shall not conduct, or permit any other
     person to conduct, any auction upon the Premises, manufacture or store
     goods, wares or merchandise upon the Premises without the prior written
     approval of Lessor, except the storage of usual supplies and inventory to
     be used by Lessee in the conduct of his business, permit the Premises to be
     used for gambling, make any unusual noises in the Building, permit to be
     played musical instrument on the Premises, permit any radio to be played,
     or television, recorded or wired music in such loud manner as to disturb or
     annoy other tenants, or permit any unusual odors to be produced on the
     Premises. Lessee shall not permit any portion of the Premises to be
     occupied as an office for a public stenographer or typewriter, or for the
     storage, manufacture, or sale of intoxicating beverages, narcotics, tobacco
     in any form or as a barber or manicure shop. Canvassing, soliciting and
     peddling in the Building and the Office Building Area are prohibited and
     Lessee shall cooperate to prevent the same. No bicycles, vehicles or
     animals of any kind shall be brought into or kept in or about the Premises.

10.  PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be
     used for any purpose other than those for which they were constructed; and
     no sweepings, rubbish, ashes, newspaper or other substances of any kind
     shall be thrown into them. Waste and excessive or unusual amounts of
     electricity or water is prohibited. When electric wiring of any kind is
     introduced, it must be connected as directed by Lessor, and no stringing or
     cutting of wires will be allowed, except by prior written consent of
     Lessor, and shall be done by contractors approved by Lessor. The number and
     locations of telephones, telegraph instruments, electrical appliances, call
     boxes, etc. shall be subject to Lessor's approval.

11.  MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out of
     freight, furniture or bulky matter of any description must take place
     during such hours as Lessor may from time to time reasonably determine and
     only after advance notice to the superintendent of the Building. The
     persons employed by Lessee for such work must be reasonably acceptable to
     the Lessor. Lessee may, subject to these provisions, move freight,
     furniture, bulky matter, and other material into or out of the Premises on
     Saturdays between the hours of 9:00 a.m. and 1:00 p.m., provided Lessee
     pays additional costs, if any, incurred by Lessor for elevator operators or
     security guards, and for any other expenses occasioned by such activity of
     Lessee. If, at least three (3) days prior to such activity, Lessor requests
     that Lessee deposit with Lessor, as security of Lessee's obligations to pay
     such additional costs, a sum of which Lessor reasonably estimates to be the
     amount of such additional cost, the Lessee shall deposit such sum with
     Lessor as security of such cost. There shall not be used in the Building or
     Premises, either by Lessee or by others in the delivery or receipt of
     merchandise, any hand trucks except those equipped with rubber tires and
     side guards, and no hand trucks will be allowed in the elevators without
     the consent of the superintendent of the Building.

12.  SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to prescribe the
     weight and position of all safes and other heavy equipment so as to
     distribute properly the weight thereof and to prevent any unsafe condition
     from arising.

13.  ADVERTISING: Lessor shall have the right to prohibit any advertising by
     Lessee which in Lessor's reasonable opinion tends to impair the reputation
     of the Building or its desirability as a building for offices, and upon
     written notice from Lessor, Lessee shall refrain from or discontinue such
     advertising.

14.  NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Lessor shall not be
     responsible to Lessee for non-observance or violation of any of these rules
     and regulations by any other tenant.

15.  AFTER HOURS USE: Lessor reserves the right to exclude from the Building
     between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on Saturdays,
     Sundays and Building Holidays, all persons who do not present a pass to the
     Building signed by the Lessee. Each Lessee shall be responsible for all
     persons for whom such a pass is issued and shall be liable to the Lessor
     for the acts of such persons.

16.  PARKING: Lessee and its employees shall park their cars only in those
     portions of the parking area designated by Lessor.

17.  Lessor hereby reserves to itself any and all rights not granted to Lessee
     hereunder, including, but not limited to, the following rights which are
     reserved to Lessor for its purposes in operating the Building:

                               Exhibit B - Page 2
<PAGE>   35

     a)   the exclusive right to the use of the name of the Building for all
          purposes, except that Lessee may use the name as its business address
          and for no other purposes; and

     b)   the right to change the name or address of the Building, without
          incurring any liability to Lessee for doing so; and

     c)   the right to install and maintain a sign on the exterior of the
          Building; and

     d)   the exclusive right to use or dispose of the use of the roof of the
          Building; and

     e)   the right to limit the space on the directory of the Building to be
          allotted to Lessee; and

     f)   the right to grant to anyone the right to conduct any particular
          business or undertaking in the Building.

18.  The Lessee shall be responsible for initiating, maintaining and supervising
     all health and safety precautions and/or programs required by Law in
     connection with the Lessee's use and occupancy of the Premises.

19.  The Lessee shall not store, introduce or otherwise permit any material
     known to be hazardous within the Premises, other than normal office
     cleaners and substances used in ordinary office machines. Any material
     within the Premises which is determined to be hazardous shall be removed
     and properly disposed of by the Lessee at the Lessee's sole expense.

                                    -- END --


                               Exhibit B - Page 3
<PAGE>   36

                                    EXHIBIT C

                          LESSEE'S WORK AND ALTERATIONS

1.   Lessee may make the alterations required for Lessee's use of the Premises
     (hereinafter the ("Work") after the Possession Date subject to the
     following:

     a.   Lessee, at its sole cost and expense, shall prepare and submit to
          Lessor, for Lessor's and governmental approval, the following
          descriptive information, detailed architectural and engineering
          drawings and specifications (hereinafter the "Plans") for the Work.
          The Plans shall be as complete and finished as required to completely
          describe the Work and shall include, but not be limited to, the
          following:

          i.   Demolition Plans (if required for Lessor's approval and/or by any
               applicable governmental authority) depicting all existing
               conditions to be removed, abandoned or cut patched.

          ii.  Architectural floor plans (if required for Lessor's approval
               and/or by any applicable governmental authority) depicting
               partition locations and types; door location, size, and hardware
               types.

          iii. Structural plans (if required for Lessor's approval and/or by any
               applicable governmental authority) depicting new structural
               components and their connections to existing elements.

          iv.  Electrical plans (if required for Lessor's approval and/or by any
               applicable governmental authority) depicting all new and existing
               electrical wiring, devices, fixtures and equipment.

          v.   Mechanical plans (if required for Lessor's approval and/or by any
               applicable governmental authority) depicting all new plumbing,
               piping, heating, ventilating, air conditioning equipment, and
               duct work and its connections to existing elements.

          vi.  Life Safety System plans (if required for Lessor's approval
               and/or by any applicable governmental authority) depicting all
               new or altered alarm system fixtures, devices, detectors and
               wiring within the Premises and their connection to existing
               systems.

          vii. Coordinated reflected ceiling plan (if required for Lessor's
               approval and/or by any applicable governmental authority) showing
               ceiling systems and materials and all of the above items and
               their proximity to one another.

          viii. Finish plans showing locations and types of all interior
               finishes with a schedule of all proposed materials and
               manufacturers.

          The Plans shall provide for all systems and construction components
          complying with the requirements of all governmental authorities and
          insurance bodies having jurisdiction over the Building.

     b.   The Plans for the Work are subject to Lessor's prior written approval
          which shall not be unreasonably withheld, provided, however, that
          Lessor may in any event disapprove the Plans if they are incomplete,
          inadequate or inconsistent with the terms of the Lease or with the
          quality and architecture of the Building. Lessor agrees to approve or
          disapprove the Plans within three (3) business days of receipt of same
          (the "Lessor's Approval Period"). If Lessor disapproves the Plans or
          any portion thereof, Lessor shall promptly notify Lessee thereof and
          of the revisions which Lessor reasonably requires in order to obtain
          Lessor's approval Lessee shall, at its sole cost and expense, submit
          the Plans, in such form as may be necessary, with the appropriate
          governmental agencies for obtaining required permits and certificates.
          Any changes required by any governmental agency affecting the Work or
          the Plans shall be complied with by Lessee in completing said Work at
          Lessee's sole cost and

                               Exhibit C - Page 1
<PAGE>   37

          expense. Lessee shall submit completed Plans to Lessor simultaneously
          with Lessee's submission of said plans to the local building
          department.

2.   Lessor shall permit Lessee to solicit competitive pricing and select its
     own general and/or individual subcontractors to perform the Work in its
     sole cost subject to the following:

     a.   All general contractors shall be subject to Lessor's prior written
          approval, which shall not be unreasonably withheld.

     b.   Lessor's general contractor shall be requested, but not required, to
          submit a price for the Work.

     c.   Lessee shall instruct all approved general contractors to exclusively
          use Lessor's Base Building Sub-Contractors for heating, ventilation,
          air conditioning, electrical, fire suppression and life safety systems
          (hereinafter "Building Systems"). Other subcontractors may be used
          only when specifically approved in writing by Lessor, which approval
          shall not be unreasonably withheld or delayed.

     d.   The Base Building Sub-Contractors and their respective trades are set
          forth in Paragraph 7 below.

     e.   Lessee notifies Lessor in writing of Lessee's selection of general and
          subcontractors.

     f.   All costs associated with the biding process soliciting competitive
          pricing will be at the sole cost and expense of the Lessee.

3.   If Lessee accepts the pricing of Lessor's general contractor and elects to
     use Lessor's general contractor to perform the Work, (i) Lessee and
     Lessor's general contractor will enter into a separate agreement,
     substantially similar to AIA Document A101, and Lessor's general contractor
     shall become Lessee's agent and (ii) Lessor shall waive all supervisory
     fees. Lessor hereby agrees that change orders shall be on the basis of cost
     plus ten percent (10%) for supervision services plus ten percent (10%) for
     overhead.

4.   If Lessee does not accept the pricing of Lessor's general contractor and
     subject to this Paragraph 4, elects to engage another general contractor,
     or individual sub-contractors, Lessee shall, at its sole cost and expense,
     complete the Work. Lessee shall complete such Work through its own
     contractors in accordance with the following terms and conditions:

     a.   Lessee's workmen and mechanics shall work in harmony and not interfere
          with the labor employed by Lessor, Lessor's mechanics or contractors
          or by any other Lessee or their mechanic or contractors, if any. If at
          any time Lessee and/or its contractors cause disharmony or
          interference with the operation of the Building, Lessor shall give
          forty-eight (48) hours written notice to Lessee and within twenty-four
          (24) hours Lessee shall resolve any dispute so that the tenor of the
          construction process and the operation of the Building is returned to
          that which existed prior to Lessor?s notice. Such entry by Lessee's
          contractors shall be deemed controlled by all of the terms, covenants,
          provisions and conditions of the Lease.

     b.   Prior to the commencement of the Work, Lessee shall provide Lessor
          with evidence of Lesse's contractors and sub-contractors carrying such
          worker's compensation, general liability, personal and property
          insurance required by law and in amounts no less than the amounts set
          forth in Paragraph 8 herein. Lessor shall not be liable in any way for
          any injury, loss or damage which may occur to any portion of the Work,
          Lessee's decorations, or installments so made, the same being solely
          at Lessee's risk.

     c.   In the event Lessor approves the use of subcontractors other than
          Lessor's Base Building sub-contractors, all proposed Building System
          work, including the preparation of the plans and specifications
          identified herein, shall be approved by Lessor's engineers (the
          "Engineering Review"), and any cost thereof shall be Lessee's
          responsibility.

     d.   Lessor shall afford Lessee and its contractors the opportunity to use
          the Building facilities at reasonable cost in order to enable Lessee
          and its contractors to perform

                               Exhibit C - Page 2
<PAGE>   38

          the Work, provided however, that Lessee and its contractors shall
          remain responsible for the scheduling and transportation of materials
          and equipment used in the performance of such work. Lessee shall give
          Lessor adequate prior notice with regard to the scheduling and
          transportation of materials in and out of the Building. Lessor shall
          furnish water, electricity, heat and ventilation during the
          performance of the Work during regular construction trade hours of
          8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of trade
          holidays. Scavenger service shall be provided by Lessor at Lessee's
          expense.

     e.   All plans, changes to the plans and work installed by Lessee and its
          sub-contractors shall require inspections to be made by Lessor's Base
          Building Sub-Contractors at Lessee's or Lessee's contractors expense
          (the "Inspection Fees"). The Base Building Sub-Contractors shall
          supply Lessor with certification that work so preformed has been
          completed in accordance with the Plans which have been previously
          approved by Lessor. If a Base Building Sub-Contractor is selected and
          actually installs the work, the Inspection Fees described in this
          paragraph with respect to such work shall not be required.

     f.   Lessee shall be responsible for all cleaning and removal of debris
          necessitated by the performance of the Work. If Lessee fails to
          provide such cleaning and removal, the same may be performed by Lessor
          on Lessee's behalf and Lessee will pay Lessor an amount equal to the
          contractor's charge therefore, plus twenty percent (20%) thereof.

     g.   Neither the outside appearance nor the strength of the Building or of
          any of its structural parts shall be affected by the Work.

     h.   The proper functioning of any of the Building Systems shall not be
          adversely affected or the usage of such systems by Lessee shall not be
          materially increased above the projected usage of such systems
          indicated by the current plans and specifications of the Building.

     i.   Lessee and its general and sub-contractors shall be bound by and
          observe all of the conditions and covenants contained in the Lease and
          this Exhibit A.

     j.   Lessor shall designate a "Project Manager" as its representative in
          the Building who shall be responsible for coordination and supervision
          of the Work as it pertains to the daily operation of the Building. The
          Project Manager and his subordinates shall be granted access to the
          Premises at all times during the construction period. Lessee shall pay
          to Lessor, with the ten (10) business days of billing, all reasonable
          costs applicable to Lessor's supervisory and coordination work during
          the construction period.

     k.   Lessee agrees to pay Lessor five percent (5%) of the contract awarded
          to Lessee's general contractor and/or any subcontractors to reimburse
          Lessor for coordination, supervision, and utility costs.

5.   Any part of the Work within the Premises shall become the property of the
     Lessor upon installation. Furthermore, with respect to any material and
     installation which is part of the Work, Lessee shall not be entitled to
     remove, pledge or sell same unless otherwise agreed to in writing by Lessor
     and Lessee. No refund, credit, or removal of said items shall be permitted
     at the termination of the Lease. Items installed that are not integrated in
     any such way with other common building materials do not fall under this
     provision (Example: shelving, furniture, trade fixtures).

6.   Lessor shall provide a cash contribution of SEVENTY-THREE THOUSAND TWO
     HUNDRED SIXTY AND 00/100 DOLLARS ($73,260.00)("Lessor's Construction
     Allowance") for payment of the costs associated with the completion of The
     Work. Lessor's Construction Allowance shall be payable within fifteen (15)
     days of Lessor's receipt of the following:

     a.   Copy of the Certificate of Occupancy (temporary and permanent) issued
          by the local construction official, if required by any applicable
          authority;

                               Exhibit C - Page 3
<PAGE>   39

     b.   AIA Document G704, Certificate of substantial completion issued and
          signed by Lessee's Architect, if Lessee is required to prepare the
          Plans discussed in Section 1 hereof;

     c.   Release of Lien statements from the general and all sub-contractors
          associated with the Work; and

     d.   Lessee shall provide Lessor a set of reproducible drawings of the
          Plans and a "CAD" file (in .DWG or .DXF format) of the "As-Built"
          Plans, if Lessee is required to prepare the Plans discussed in Section
          1 hereof.

7.   The Base Building Sub-Contractors are:

          FIRE SPRINKLER CONTRACTOR
          "To be provided by Lessor upon request from Lessee."

          ELECTRICAL CONTRACTOR
          "To be provided by Lessor upon request from Lessee."

          PLUMBING CONTRACTOR
          "To be provided by Lessor upon request from Lessee."

          HVAC CONTRACTOR
          "To be provided by Lessor upon request from Lessee."

8.   Lessee's Contractor's Insurance:

     a.   The Lessee shall require any and all contractors of the Lessee
          performing work on or about the Premises to obtain and/or maintain
          specific insurance coverage for events which could occur while
          operations are being performed and which could occur after the
          completion of the work. The insurance coverage of the contractor shall
          be at least equal to the coverage required by Article 30 of the Lease
          and the contractor shall name Lessor and, if requested, Mortgagee as
          additional insureds on all policies of liability insurance.

     b.   The contractor shall purchase and maintain such insurance as will
          protect itself and Lessor and Lessee from claims set forth below which
          may arise out of or result from its operations under the contract and
          after contract completion with Lessee, whether such operations are
          performed by the contractor or by any subcontractor or by anyone
          directly or indirectly employed by any of them or by anyone for whose
          acts any of them may be liable. The insurance coverage shall include
          but not be limited to protection for:

          i.   Claims under Workers or Workmens Compensation, Disability
               Benefits, and other Employee Benefit Acts;

          ii.  Claims for damages because of bodily injury, occupational
               sickness, disease or death of its employees;

          iii. Claims for damages because of bodily injury, sickness, disease,
               or death of any person other than its employees;

          iv.  Claims for damages insured by the usual personal injury liability
               coverages which are sustained by (i) any person as a result of an
               offense directly or indirectly related to the employment of such
               person by the contractor, or (ii) by any other person;

          v.   Claims for damages, other than to the work itself, because of
               injury to or destruction of tangible property, including loss of
               use resulting therefrom;

          vi.  Claims for damages because of bodily injury or death of any
               person and/or property damage arising out of the ownership,
               maintenance, or use of any motor vehicle; and

                               Exhibit C - Page 4
<PAGE>   40

          vii. Claims which include the foregoing, but not limited thereto,
               which may occur while operations are being performed and claims
               which may occur after operations are completed.

     c.   Lessee shall secure evidence of Lessee's contractor's insurance
          coverage adequate to protect Lessor and Lessee.

     d.   The contract between the Lessee and its contractor shall require that
          the Lessee's contractor hold the Lessor harmless in a form and manner
          equal to the indemnity agreement in Article 12, "Indemnification" of
          the Lease agreement.

     e.   Lessee shall cause to be executed a waiver of all rights their
          contractors have or may have against Lessor and any Mortgagee involved
          in the Premises in any way, for damages caused by fire or other perils
          so insured.

     f.   If request by Lessor, Lessee shall obtain and furnish surety in a form
          satisfactory to Lessor, covering the faithful performance of the work
          and the payment of all obligations arising thereunder.

                                      -END-


                               Exhibit C - Page 5
<PAGE>   41

                                  EXHIBIT C - 1

                   AIR CONDITIONING & HEATING DESIGN STANDARDS

The following are design standards for the building air-conditioning system for
cooling and heating in the air in the subject building:

1.   During the normal heating season to maintain an average indoor dry bulb
     temperature of not less than 70 degrees F (21 degrees C) or more than 76
     degrees (24.4 degrees C) when the outdoor dry bulb temperature is lower
     than 65 degrees F (18 degrees C) but not lower than 0 degrees F (-13
     degrees C).

2.   To maintain comfort cooling for an average indoor dry bulb temperature of
     not more than 78 degrees F when the outside dry bulb temperature is 95
     degrees F (24 degrees C).

3.   During the intermediate seasons, when the outside dry bulb temperature is
     below 55 degrees (13 degrees C), cooling will be provided by outside air
     usage in conjunction with operating of return air, outside air and exhaust
     air dampers.

4.   To furnish not less than .10 cubic foot of fresh air per minute per square
     foot of rentable area, and between .20 and 1.0 cubic feet of total air per
     minute, per square foot of rentable occupied space.

5.   Lessor will not be responsible for the failure of the air-conditioning
     system if such failure results from (i) the occupancy of the Premises with
     more than an average of one (1) person for each one hundred (100) usable
     square feet of floor area (ii) the installation or operation by Lessee of
     machines and appliances, the installed electrical load of which when
     combined with the load of all lighting fixtures exceeds five (5) watts per
     square foot of floor area and in any manner exceeding the aforementioned
     occupancy and electrical load criteria, or (iii) rearrangement of
     partitioning after the initial preparation of the Premises. If interference
     with normal operation of the air-conditioning system in the Premises
     results, necessitating changes in the air conditioning system servicing the
     Premises, such changes shall be made by Lessor upon written notice to
     Lessee at Lessee's sole cost and expense. Lessee agrees to lower and close
     window coverings when necessary because of the sun's position whenever the
     air conditioning system is in operation, and Lessee agrees at all times to
     cooperate fully with Lessor and to abide by all the Rules and Regulations
     attached hereto as well as reasonable rules and regulations which Lessor
     may hereafter prescribe involving the air-conditioning system.

                                    -- END --


                              Exhibit C-1 - Page 1
<PAGE>   42

                                    EXHIBIT D

                                CLEANING SERVICES
                             (Five Nights Per Week)

LESSEE'S PREMISES

1.   Vacuum clean all carpeted areas.

2.   Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.

3.   All office furniture such as desks, chairs, files, filing cabinets, etc.
     shall be dusted with a clean treated dust cloth whenever necessary and only
     if such surfaces are clear of Lessee's personal property including but not
     limited to plants.

4.   Empty and wash ashtrays.

5.   Empty wastepaper baskets and remove waste to the designated areas.

6.   All vertical surfaces within arms reach shall be spot cleaned to remove
     finger marks and smudges. Baseboard and window sills are to be spot cleaned
     whenever necessary.

7.   All cleaning of cafeterias, vending areas, kitchen facilities are excluded.
     Lessee may make necessary arrangements for same directly with Lessor's
     cleaning maintenance company.

8.   Cleaning hours shall be Monday through Friday between 5:30 p.m. and 11:00
     p.m.

9.   No cleaning service is provided on Saturday, Sunday and Building Holidays.

10.  Cartons or refuse in excess which can not be placed in wastebaskets will
     not be removed. Lessee is responsible to place such unusual refuse in trash
     dumpster.

11.  Cleaning maintenance company will not remove nor clean tea, office cups or
     similar containers. If such liquids are spilled in waste baskets, the waste
     baskets will be emptied but not otherwise cleaned. Lessor will not be
     responsible for any stained carpet caused from liquids leaking or spilling
     from Lessee's wastepaper receptacles.

12.  Upon completion of cleaning, all lights will be turned off and doors locked
     leaving the Premises in an orderly condition.

13.  Glass entrance doors will be cleaned nightly. Interior glass doors or glass
     partitions are excluded. Lessee may make arrangements for same with
     Lessor's cleaning maintenance company.

COMMON AREAS

1.   Vacuum all carpeting in entrance lobbies, outdoor mats and all corridors.

2.   Wash glass doors in entrance lobby with a clean damp cloth and dry towel.

3.   Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
     Hard surface floors such as quarry tile, etc., shall be cleaned nightly.

4.   Wash, clean and disinfect water fountains.

5.   Clean all elevators and stairwells.

6.   Lavatories -- Men and Women.
     a.   Floors in all lavatories shall be wet mopped each evening with a
          germicidal detergent to ensure a clean and germ free surface.
     b.   Wash and polish all mirrors, shelves, bright work including any piping
          and toilet seats.
     c.   Wash and disinfect wash basins and sinks using a germicidal detergent.
     d.   Wash and disinfect toilet bowls and urinals.
     e.   Keep lavatory partitions, tiled walls, dispensers and receptacles in a
          clean condition using a germicidal detergent when necessary.
     f.   Empty and sanitize sanitary disposal receptacles.
     g.   Fill toilet tissue holders, towel dispensers and soap dispensers.
          Refills to be supplied by Lessor.

7.   Clean all air ventilation grill work in ceilings.


                               Exhibit D - Page 1
<PAGE>   43

                                    EXHIBIT E

                                BUILDING HOLIDAYS

                                 BUILDING CLOSED


                               * NEW YEAR'S DAY *

                                * MEMORIAL DAY *

                              * INDEPENDENCE DAY *

                                  * LABOR DAY *

                              * THANKSGIVING DAY *

                                * CHRISTMAS DAY *

                                    -- END --


                               Exhibit E - Page 1
<PAGE>   44

                                    EXHIBIT F

                           TENANT ESTOPPEL CERTIFICATE

TO: MORTGAGEE and/or its affiliates and/or whom else it may concern:

1.   The undersigned is the Lessee (Tenant) under that certain Lease dated
     ___________ by and between _________________ as Lessor (Landlord) and
     __________________ as Lessee, covering those certain premises commonly
     known and designated as ____________ r.s.f. on the ___ (  ) floor of
     _______________________________ ,NJ.

2.   The Lease has not been modified, changed, altered or amended in any respect
     (except as indicated following this sentence) and is the only Lease or
     agreement between the undersigned and the Lessor affecting said premises.
     If none, state "none".

3.   The undersigned has made no agreements with Lessor or its agents or
     employees concerning free rent, partial rent, rebate of rental payments or
     any other type of rental concession (except as indicated following this
     sentence). If none, state "none".

4.   The undersigned has accepted and now occupies the premises, and is and has
     been open for business since __________, 2000. The Lease term began
     ___________ , 2000, and the rent for said premises has been paid to and
     including __________, 2000 in conformity with this Lease agreement. No rent
     has been prepaid for more than two (2) months. The fixed minimum rent being
     paid as above is $ __________ per month. If Lessee is not in full
     possession, whether Lessee has assigned the Lease, sublet all or any
     portion of the Premises, or otherwise transferred any interest in the Lease
     or the Premises, Lessee agrees to provide a copy of such assignment,
     sublease, or transfer upon request.

5.   The Lease is not in default and is in full force and effect. As of the date
     hereof, the undersigned is entitled to no credit, no free rent and no
     offset or deduction in rent.

6.   All alterations, improvements, additions, build-outs, or construction
     required to be performed under the Lease have been completed in accordance
     with the terms of the Workletter attached to Lease as Exhibit C.

7.   The Lease does not contain and the undersigned doesn't have any outstanding
     options or rights of first refusal to purchase the premises or any part
     thereof or the real property of which the premises are a part.

8.   No actions, whether voluntary or otherwise, are pending against the
     undersigned under the bankruptcy laws of the United States or any State
     thereof.

9.   There are currently no valid defenses, counterclaims, off-sets, credits,
     deductions in rent, or claims against the enforcement of any of the
     agreements, terms, or conditions of the Lease.

10.  The undersigned acknowledges that all the interest of Lessor in and to the
     above-mentioned Lease is being duly assigned to MORTGAGEE or one of its
     affiliates hereunder and that pursuant to the terms thereof (i) all rental
     payments under said Lease shall continue to be paid to Lessor in accordance
     with the terms of the Lease unless and until you are otherwise notified in
     writing by MORTGAGEE, or its successor or assigns and (ii) no modification,
     revision, or cancellation of the Lease or amendments thereto shall be
     effective unless a written consent thereto of such mortgagee is first
     obtained.

11.  The undersigned is authorized to execute this Tenant Estoppel Certificate
     on behalf of the Lessee.

Dated this ________ day of __________________ , 2000

, LESSEE


-----------------------------------
Name:
Title:


                               Exhibit F - Page 1
<PAGE>   45

                                    EXHIBIT G

                           COMMENCEMENT DATE AGREEMENT

1.0  PARTIES

     THIS AGREEMENT made the _________day of ________, 2000 is by and between
     ________________ (hereinafter "Lessor") whose address is c/o Mack-Cali
     Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and
     _________________________ (hereinafter "Lessee") whose address is

2.0  STATEMENT OF FACTS

     2.1  Lessor and Lessee entered into a Lease dated ____________, 2000
          (hereinafter "Lease") setting forth the terms of occupancy by Lessee
          of approximately ________ rentable square feet on the _____ (___)
          floor (hereinafter "Premises") at _____________________________
          (hereinafter "Building"); and

     2.2  The Term of the Lease is for ____________ (__) months with the
          Commencement Date of the initial Term being defined in the Preamble to
          the Lease as being subject to change under Articles 27 and 43 thereof;
          and

     2.3  It has been determined in accordance with the provisions of Articles
          27 and 43 of the Lease that ___________, 2000 is the Commencement Date
          of the Term of the Lease.

3.0  STATEMENT OF TERMS

          NOW, THEREFORE, in consideration of the Premises and the covenants
     hereinafter set forth, it is agreed:

     3.1  The Commencement Date of the Term of the Lease is ___________ , 2000
          and the Expiration Date thereof is _____________ , 2000 and the Lease
          Preamble Articles 6 and 9 shall be deemed modified accordingly.

     3.2  Article 10 of the Preamble shall be deemed modified as follows:

     3.3  This Agreement is executed by the parties hereto for the purpose of
          providing a record of the Commencement and Expiration Dates of the
          Lease, adjust the Term of the Lease and Fixed Basic Rent amount
          accordingly.

     3.4  Except as modified herein, the Lease covering the Premises shall
          remain in full force and effect as if the same were set forth in full
          herein and Lessor and Lessee hereby ratify and confirm all the terms
          and conditions thereof.

     3.5  This agreement shall be binding upon and inure to the benefit of the
          parties hereto and their respective legal representatives, successors
          and permitted assigns.

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

     IN WITNESS THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.

<TABLE>
<S>                                              <C>
LESSOR:                                          LESSEE:
MACK-CALI MORRIS REALTY L.L.C.

By:  Parsippany Office Associates L.L.C.

By:  Mack-Cali Realty, L.P., managing member

By:  Mack-Cali Realty Corporation,
     its general partner

By:                                              By:
    ----------------------------------------         ----------------------------------------
    James G. Nugent                              Name:
    SeniorVice President, Leasing                Title:
</TABLE>


<PAGE>   46

                                    EXHIBIT H

                              LETTER OF CREDIT FORM

                                                     Bank: _____________________

                                                     Date: _____________________
Mack-Cali Morris Realty L.L.C.
c/o Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016

RE:  Irrevocable, Clean Letter of Credit No. _________________________________

Gentlemen:

At the request of ____________________________ (herein the "Company") we, as
drawee, hereby establish our Irrevocable Letter of Credit No.
_______________________ in your favor and authorize you to draw on us up to an
aggregate sum of ___________________________, available by your drafts at sight
as of ___________________.

All drafts must be presented at our office at our close of business not later
than ___________________, together with a statement signed by a duly authorized
representative of ___________________, (or duly authorized designee of any
subsequent holder of this credit) (herein the "Beneficiary") certifying that the
Beneficiary is entitled to draw such draft pursuant to a Lease Agreement between
it and the Company dated ________________________. Reference in this credit to a
Lease Agreement dated __________________ is for identification purposes only,
and the terms and conditions of same are not incorporated in nor made part of
this credit. We hereby engage with you (and any subsequent holder of this
credit) that we shall accept said statement as binding, correct and conclusive
without verification or investigation as to the accuracy, veracity, correctness,
genuineness or validity of the same.

If this credit is not renewed on or before the last date for presentation of
drafts for an additional period not less than twelve (12) months on an ongoing
basis throughout the term of the Lease Agreement, the amount of this credit
shall be paid to the Beneficiary upon demand, notwithstanding that such demand
may be made up to thirty (30) days after the last date for presentation of
drafts.

Should the Beneficiary not make demand for payment within the specified period,
then the Letter of Credit shall be automatically renewed for an additional
twelve (12) month period for each succeeding year until _______________________
or thirty (30) days after the expiration or sooner termination of the aforesaid
Lease Agreement, whichever occurs later.

No charges are payable by the Beneficiary. All charges are for the account of
the Company.

We hereby engage with the drawers, endorsers and bona fide holders of all drafts
drawn under and in compliance with the terms of this Letter of Credit that such
drafts will be duly honored upon presentation to the drawee.

This Letter of Credit is subject to the "Uniform Customs and Practice for
Documentary Credits" _________________________. International Chamber of
Commerce Brochure, No.___________________.

Address all drafts, documents and correspondence regarding this Letter of Credit
to ___________________ at the above address, mentioning specifically our Letter
of Credit No. _______________.

                                        Very truly yours,



                               Exhibit H - Page 1