Exhibit 4(g)

                                LEASE AGREEMENT




                            FORT LEE EXECUTIVE PARK









                              Two Executive Drive
                          Fort Lee, New Jersey 07024










                           OWNER - LESSOR:  Executive Park, LLC

                           LESSEE:          Vocaltec, Inc.











                                           Prepared by:
                                           Paul Kaufman, Esq.
                                           Kaufman, Gelbert & Bern, Esqs.
                                           Two Executive Drive
                                           Fort Lee, New Jersey 07024

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BASIC LEASE INFORMATION1


LESSOR:                                     EXECUTIVE PARK, LLC

LESSEE:                                     VOCALTEC, INC.

PREMISES:                                   SUITE 592, COMPRISED OF
                                            3, 870 RENTABLE SQUARE FEET
                                            TWO EXECUTIVE DRIVE
                                            FORT LEE, NEW JERSEY

TERM:                                       Three (3) years

LEASE COMMENCEMENT DATE:                    March 1, 2003

LEASE EXPIRATION DATE:                      February 28, 2006

BASIC RENT:                                 Set forth on Exhibit "B"

BASE YEAR FOR ADDITIONAL RENT:              2003

SECURITY:                                   $17,737.50

PARKING:                                    Twelve (12) spaces
                                            Three (3) reserved

LESSOR'S WORK:                              None - "AS-IS"

BROKER:                                     None

RENEWAL OPTION:                             One-Two year Option

MISC.:                                      None



--------
1     For informational purposes only. In the event of any conflict between
      this Basic Lease Information page and the Lease, the terms of the Lease
      shall govern.


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                               TABLE OF CONTENTS

1.      DESCRIPTION.......................................................1
2.      TERM..............................................................1
3.      OCCUPANCY AND BASIC RENT..........................................1
4.      USE AND OCCUPANCY.................................................2
5.      CARE AND REPAIR OF PREMISES.......................................2
6.      ALTERATIONS, ADDITIONS OR IMPROVEMENTS............................3
7.      ACTIVITIES INCREASING FIRE INSURANCE RATES........................3
8.      ABANDONMENT.......................................................4
9.      ASSIGNMENT AND SUBLEASE...........................................4
10.     COMPLIANCE WITH RULES AND REGULATIONS.............................5
11.     DAMAGES TO BUILDING/WAIVER OF SUBROGATION.........................6
12.     EMINENT DOMAIN....................................................6
13.     INSOLVENCY OF LESSEE..............................................7
14.     DEFAULT OF LESSEE.................................................7
15.     LESSOR'S REMEDIES ON DEFAULT OF LESSEE............................7
16.     SUBORDINATION OF LEASE............................................10
17.     RIGHT TO CURE LESSEE'S BREACH.....................................10
18.     MECHANIC'S LIENS..................................................10
19.     RIGHT TO INSPECT AND REPAIR.......................................10
20.     SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION............11
21.     ELECTRICITY.......................................................11
22.     ADDITIONAL RENT...................................................12
23.     INTERRUPTION OF SERVICES OR USE...................................14
24.     LESSEE'S ESTOPPEL.................................................14
25.     HOLDOVER TENANCY..................................................15
26.     LESSOR'S WORK.....................................................15
27.     RIGHT TO SHOW PREMISES............................................15
28.     WAIVER OF TRIAL BY JURY...........................................15
29.     LATE CHARGE.......................................................15
30.     NO RECORDATION....................................................15
31.     QUIET ENJOYMENT...................................................15
32.     LESSEE'S INSURANCE................................................16
33.     PARKING SPACES....................................................16
34.     LESSOR'S LIABILITY FOR LOSS OF PROPERTY...........................16
35.     BROKER............................................................16
36.     PERSONAL LIABILITY................................................17
37.     NO OPTION.........................................................17
38.     SECURITY DEPOSIT..................................................17
39.     LESSOR'S LIEN.....................................................17
40.     NOTICES...........................................................18
41.     ATTORNEY'S FEES...................................................18
42.     DEFINITIONS.......................................................18
43.     PARAGRAPH HEADINGS................................................19
44.     APPLICABILITY TO HEIRS AND ASSIGNS................................19
45.     WAIVER............................................................20
46.     AMENDMENTS, MODIFICATIONS, ETC....................................20
47.     GOVERNING LAW.....................................................20
48.     SEPARABILITY......................................................20



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49.     NO UNLAWFUL OCCUPANCY.............................................20
50.     NO OTHER REPRESENTATIONS..........................................21
51.     ACCORD AND SATISFACTION...........................................21
52.     MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE........................21
53.     CORPORATE AUTHORITY...............................................21
54.     RELOCATION OF LESSEE..............................................21
55.     RENEWAL OPTION....................................................22
56.     ENVIRONMENTAL/ISRA COMPLIANCE.....................................22
57.     MORTGAGEE'S CONSENT...............................................24
58.     AMERICANS WITH DISABILITY ACT.....................................24
59.     SIGNAGE...........................................................24
60.     TELECOMMUNICATIONS................................................24
61.     SECURITY SERVICE..................................................25




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      LEASE, made the 7th day of March, 2003, by and between EXECUTIVE PARK,
LLC, with offices c/o The Witkoff Group, 220 East 42nd Street, New York, New
York 10017-5806 (hereinafter called "Lessor"); and VOCALTEC, INC. with offices
at One Executive Drive, Fort Lee, New Jersey 07024 (hereinafter called
"Lessee").

                             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 following space: (i) Suite 592, comprised of 3,870 Rentable
Square Feet, as hereinafter defined, which shall be located on the Fifth (5th)
floor (hereinafter called the "Demised Premises" or "Premises") including an
allocable share of the common facilities, approximately as shown on the plan
or plans, initialed by the parties hereto, marked Exhibit "A" (attached hereto
and by this reference made a part of this Lease the same as if fully set forth
herein) in the Building known as FORT LEE EXECUTIVE PARK, Two Executive Drive,
Fort Lee, New Jersey, 07024 (hereinafter called the "Building") which is
situated on that certain parcel of land (hereinafter called "Office Building
Area") as described in Exhibit "A-1" attached hereto and by this reference
made a part of this Lease the same as if fully set forth herein, 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 of three (3) years, to
commence on March 1, 2003 (the "Lease Commencement Date") and to expire on
February 28, 2006 (the "Lease Expiration Date").

      3. OCCUPANCY AND BASIC RENT. The Lessee shall pay to the Lessor Basic
Rent for the Demised Premises on the commencement of the Term. Basic Rent
shall accrue for the Demised Premises for the Lease Term as set forth on
Exhibit "B" attached hereto.

      Basic Rent is inclusive of the cost of Lessor's Standard Electric
Service (as that term is defined in Paragraph 21(a) of the Lease Agreement)
and which is calculated at the rate of $1.50 per Rentable Square Foot per
annum and based upon estimated usage of six (6) watts per Rentable Square Foot
and is set forth on Exhibit "B".

      All such monthly installments shall be paid in advance on the first day
of the month, except that a proportionately lesser sum may be paid for the
first and last months of occupancy of the Demised Premises if the obligation
to pay rent for said space commenced on a day other than the first day of a
month, in accordance with the provisions of this Lease as herein set forth.
Notwithstanding the aforesaid, simultaneously upon the execution of this
Lease, Lessee shall pay to Lessor the sum of $8,868.75 representing the Basic
Rent due March 1, 2003. All such Basic Rent shall be 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. Any and all payments
on account of this Lease made by check shall be subject to


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<PAGE>

collection thereon. Lessee shall pay Basic Rent, and any additional rent and
other payments as hereinafter provided, to Lessor at Lessor's above stated
address, or at such other place as Lessor may designate by written notice to
Lessee, without demand and without counterclaim, deduction or setoff.

      4. USE AND OCCUPANCY. Lessee shall use and occupy the Demised Premises
for general office and administrative purposes and for no other purpose.
Lessee shall use the Demised Premises in a careful, lawful, safe and proper
manner.

      Lessee agrees to indemnify and save harmless Lessor from and against (a)
all claims of whatever nature against Lessor arising from any act, omission or
negligence of Lessee, its contractors, licensees, agents, servants, employees,
invitees or visitors, including any claims arising from any act, omission or
negligence of Lessee, (b) all claims against Lessor arising from any accident,
injury or damage whatsoever caused to any person or to the property of any
person and occurring during the Term in or about the Demised Premises provided
same is not caused by the omission or negligence of Lessor, (c) all claims
against Lessor arising from any accident, injury or damage occurring outside
of the Demised Premises but anywhere within or about Lessor's Building where
such accident, injury or damage results or is claimed to have resulted from an
act or omission of Lessee or Lessee's agents, employees, invitees or visitors,
including any claims arising from any act, omission or negligence of Lessee,
and (d) any breach, violation or non-performance of any covenant, condition or
agreement in this Lease set forth and contained on the part of Lessee to be
fulfilled, kept, observed and performed. This indemnity and hold harmless
agreement shall include indemnity from and against any and all liability,
fines, suits, demands, costs and expenses of any kind or nature incurred in or
in connection with any such claim or proceeding brought thereon and the
defense thereof. In any event, there shall be absolutely no personal liability
on the part of the Lessor to the Lessee with respect to any of the terms,
covenants and conditions of this Lease and Lessee shall look solely to the
equity of the Lessor or any successor in interest to the Lessor in the fee or
leasehold estate of the Lessor, as the case may be, for the satisfaction of
each and every remedy of the Lessee in the event of any breach by the Lessor
or by any successor in interest to the Lessor of any of the terms, covenants
and conditions of this Lease to be performed by the Lessor. Such exculpation
of personal liability is to be absolute and without any exception whatsoever.

      5. CARE AND REPAIR OF PREMISES. Lessee shall commit no act of waste and
shall take good care of the Premises and 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, county and municipal governments
or any agency or department thereof. Lessee shall make all necessary repairs,
not including structural repairs, to the Premises at Lessee's sole cost and
expense to preserve the Premises in good condition and working order. All of
Lessee's repairs shall be of a first class quality and done in a good and
workmanlike manner and performed by such contractors that have been approved
by Lessor and have executed and delivered Lessor's standard indemnity
agreement and provided a certificate of insurance evidencing liability
coverage in such an amount and by such a carrier satisfactory to Lessor. All
such work shall be scheduled in consultation with and subject to the approval
of Lessor. If Lessee shall fail to make such repairs as are necessary, Lessor



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<PAGE>

shall nevertheless make the necessary repairs but Lessee shall pay to Lessor,
as additional rent, immediately upon demand, the costs therefor.

      All alterations, additions and improvements made by Lessee to the
Premises, which are so attached to the Premises that they cannot be removed
without material injury to the Premises, shall become the property of Lessor
upon installation. Not later than the last date of the term, Lessee shall, at
Lessee's expense, (a) remove all Lessee's personal property and those
improvements made by Lessee which have not become the property of Lessor, as
hereinabove provided, (including trade fixtures, cabinetwork, movable
paneling, partitions and the like); (b) repair all injury done by or in
connection with the installation or removal of said property and improvements;
and (c) 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 or fault of or 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. Any fixtures
placed upon the Demised Premises shall be the property of the Lessor. Lessee
shall not mortgage, hypothecate, assign or otherwise permit a lien to attach
to said fixtures. At Lessor's option, prior to vacating the Demised Premises
at the expiration or earlier termination of this Lease, Lessee shall remove
all telephone and computer cable, wiring and flooring and deliver the Demised
Premises in broom clean condition.

      If during the last sixty (60) days of the term of this Lease, Lessee
shall have removed all or substantially all of its property and personnel from
the Premises, Lessor may, at anytime thereafter, enter upon the Premises to
commence the alteration and renovation of the Premises. Lessor's entry upon
the Premises as aforesaid shall not affect or modify Lessee's obligations
pursuant to this Lease including Lessee's obligation to pay Basic and
Additional Rent which shall not be reduced or abated. If Lessor shall enter
upon the Premises and commence the alteration and/or renovation of the
Premises as provided herein, Lessee shall not thereafter occupy the Premises.

      6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS. Lessee shall not make any
non-structural alterations, additions or improvements in, to or about the
Premises without first obtaining the express written consent of Lessor, which
consent shall not be unreasonably withheld or delayed. Lessor's consent may be
subject to such terms and conditions as Lessor may reasonably require
including the requirement that Lessee solely utilize union labor. If, in
Lessor's sole opinion, the proposed alteration, addition or improvement shall
affect or impact on any structural or mechanical system in the Building,
Lessor may withhold its consent with or without cause. Lessee, at its sole
costs and expense, may install a supplemental air-conditioning or heating
system within the Demised Premises, provided however, such installation shall
be subject to Lessor's written consent which shall expressly include by way of
example, the size, specifications, design, method of installation and
connection with all conduits, cables and the like.

      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.


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<PAGE>

      8. ABANDONMENT. During the term of this Lease or any renewed or extended
term thereof, Lessee shall not, without first obtaining the written consent of
Lessor, abandon the Premises, or allow the Premises to become vacant or
deserted.

      9. ASSIGNMENT AND SUBLEASE. Lessee may assign or sublease the within
Lease to any party subject to the following:

           (a) In the event that Lessee desires to sublease the whole or any
portion of the Premises or assign the within Lease to any other party, the
terms and conditions of such sublease or assignment shall be communicated to
Lessor in writing prior to the effective date, Lessor shall have the option,
exercisable in writing to Lessee, to recapture the within Lease so that such
prospective sublessee or assignee shall then become the sole Lessee of Lessor
hereunder, or alternatively to recapture said space, and the within Lessee
shall be fully released from any and all obligations hereunder.

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

                  (1) Lessee shall provide to Lessor the name and address of
      the assignee or sublessee.

                  (2) The assignee or sublessee shall assume, by written
      instrument, all of the obligations of this Lease, and a copy of such
      assumption agreement shall be furnished to Lessor within ten (10) days
      of its execution.

                  (3) 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 rent reserved herein,
      through the entire term of this Lease, as the same may be renewed,
      extended or otherwise modified.

                  (4) The Lessee and any assignee shall promptly pay to Lessor
      any consideration received, for any assignment 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.

                  (5) In any event, the acceptance by Lessor of any rent from
      the assignee or from any of the subtenants or the failure of Lessor to
      insist upon a strict performance of any of the terms, conditions and
      covenants herein shall not release 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.

                  (6) Lessee shall reimburse Lessor all costs and expenses
      incurred, including attorneys fees, with respect to its handling of each
      request for consent to any sublet or assignment prior to its
      consideration of the same.

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      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 aforesaid, Lessor's consent to any proposed
assignment or sublet may be withheld in Lessor's sole and absolute discretion
if the proposed assignee or sublessee (i) is a domestic or foreign
governmental or agency thereof, (ii) is a person or entity with a reputation
Lessor reasonably believes is less than reputable; (iii) is a person or entity
whose financial condition is reasonably unacceptable to Lessor; (iv) proposes
a use Lessor determines is incompatible with the uses of other space tenants
at the Office Building Complex; (v) proposes a use that has been exclusively
reserved to another space tenant at the Office Building Complex; (vi) proposes
to use the Premises, or any portion thereof, for a school or training
facility; (vii) is a charitable organization; or (viii) is an existing tenant
at the Office Building Area, an entity affiliated with a tenant, a principal
of a tenant or an entity, principal or affiliate of an entity that has been
introduced to or commenced negotiations for the leasing of space from Lessor
(or its affiliate) at the Office Building Area.

            (c) Any sublet or assignment to an Affiliated Company (as that
term is defined in Paragraph 42(e) hereof) shall not be subject to the
provisions of subsections (a) or (b)(4) hereof and shall not require Lessor's
prior written consent, but all other provisions of this Paragraph shall apply.

            (d) Without limiting any of the provisions of Paragraphs 13 and
15, if pursuant to the Federal Bankruptcy code (herein 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 basic rent plus an amount equal to
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 Paragraph 38.

      10. COMPLIANCE WITH RULES AND REGULATIONS. Lessee shall observe
and comply with the rules and regulations hereinafter set forth in Exhibit "C"
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 security, 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 Demised 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 judgment, to absorb and prevent vibration, noise and annoyance.

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11.      DAMAGES TO BUILDING/WAIVER OF SUBROGATION.

            (a) Conditions of Termination of Lease and Restoration. If the
Building is damaged by fire or any other cause to such extent that the cost of
restoration, as reasonably estimated by Lessor, will equal or exceed ten (10%)
percent of the replacement value of the Building (exclusive of foundations)
just prior to the occurrence of the damage, then Lessor may, no later than the
sixtieth (60th) day following the damage, give Lessee a notice of election to
terminate this Lease, or if the cost of restoration will equal or exceed fifty
(50%) percent of such replacement value and if the Premises shall not be
reasonably usable for the purpose for which they are leased hereunder, then
Lessee may, no later than the sixtieth (60th) day following the damage, give
Lessor a notice of election to terminate this Lease. In either said event of
election, this lease shall be deemed to terminate on the thirtieth (30th) day
after the giving of said notice, and Lessee shall surrender possession of the
Premises within a reasonable time thereafter and the Basic Rent, and any
additional rent, shall be apportioned as of the date of said surrender, and
the Basic Rent, and any additional rent, paid for any period beyond said date
shall be repaid to Lessee. If the cost of restoration as estimated by Lessor
shall amount to less than ten (10%) percent of said replacement value of the
Building, 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 the Lessee shall have no right to
terminate this Lease. Lessor need not restore fixtures and improvements owned
by Lessee.

            (b) Waiver of Subrogation, Etc. Notwithstanding the provisions of
this Paragraph 11 of the Lease, in any event of loss or damage to the
Building, the Premises and/or any contents, each party shall look first to any
insurance in its favour before making any claim against the other party, and,
to the extent possible without additional cost, each party shall obtain, for
each policy of insurance, provisions permitting waiver of any claim against
the other party for loss or damage within the scope of such insurance, and
each party, to the extent permitted, for itself and its insurers waives all
such insured claims against the other party.

      12. EMINENT DOMAIN. If Lessee's use of the Premises is materially
affected due to the taking by eminent domain of (a) the Premises of any part
thereof or any estate therein; or (b) any other part of the Building; then, in
either event, this Lease shall terminate on the date when title vests pursuant
to such taking. The Basic Rent, and any additional rent, shall be apportioned
as of such termination date, and the Basic Rent, and any additional rent, paid
for any period beyond said date 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 and further provided that Lessee shall have
no right to any part of the award resulting from the value of the within
leasehold estate. In the event of a partial taking which does not effect a
termination of this Lease but does deprive Lessee of the use of a portion of
the Demised Premises, there shall either be an abatement or an equitable
reduction of the Basic Rent, and an equitable adjustment reducing the
additional rent provided in Paragraph 22 hereinafter, depending on the period
for which and the extent to which the Premises so taken are not reasonably
usable for which they are leased hereunder.

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      13. INSOLVENCY OF LESSEE. Either (a) the appointment of a receiver
to take possession of all or substantially all of the assets of Lessee, or (b)
a general assignment by Lessee for the benefit of creditors, or (c) any action
taken or suffered by Lessee, voluntarily or involuntarily, under any
insolvency or bankruptcy or reorganization act or law, shall constitute a
default of this Lease by Lessee.

      14. DEFAULT OF LESSEE. Any of the following events shall be a
default of Lessee: (a) Lessee's default in the payment on the due date of the
Basic Rents and/or additional rents and/or any other payment required of
Lessee by this Lease, unless Lessee shall cure such default within five (5)
days after the due date of such Basic Rent and/or additional rents and/or
other payment required of Lessee hereunder; (b) Lessee's default in the
performance of any of the other covenants of Lessee or conditions of this
Lease, unless Lessee shall cure such default within thirty (30) days after
notice of such default given by Lessor (or if any such default is of such
nature that it cannot be completely cured within such period, then unless
Lessee shall commence such curing within thirty (30) days after notice of such
default given by Lessor and shall thereafter proceed with reasonably due
diligence and in good faith to cure such default and shall succeed in curing
such default within a reasonable period of time, and provided that the
existence of such default for more than thirty (30) days does not, in Lessor's
reasonable judgment, itself result in substantial damages to Lessor and place
Lessor in risk of substantial damage by such additional time to cure such
default); (c) insolvency of Lessee as set forth in Paragraph 13 of this Lease;
(d) the sale or attempted sale by or under execution or other legal process of
Lessee's leasehold interest hereunder and/or substantially all of Lessee's
other assets; (e) the initiation of legal proceedings to effect, or resulting
in, the seizure, sequestering or impounding of any of Lessee's goods or
chattels used in, or incident to, the operation of the Premises by Lessee; (f)
assignment by operation of law of Lessee's leasehold interest hereunder; (g)
any attempt by Lessee to assign the within Lease or sublet the Demised
Premises without the express prior written consent of the Lessor; or (h) any
act or omission of Lessee constituting an anticipatory breach or repudiation
of this Lease.

            15. LESSOR'S REMEDIES ON DEFAULT OF LESSEE. Upon any default of
Lessee as set forth in Paragraph 13 or Paragraph 14 of this Lease, Lessor, at
Lessor's sole option, may elect and enforce any one of the remedies
hereinafter provided in this Paragraph 15; provided, however, that Lessor may,
at Lessor's sole option, elect and enforce multiple remedies from among those
remedies hereinafter provided to the extent such remedies are not inconsistent
and are not legally mutually exclusive and to the extent Lessor, in Lessor's
reasonable judgment, deem the enforcement of such multiple remedies necessary
or appropriate to indemnify and make Lessor whole from any loss or damage as a
result of the default or defaults of Lessee; and provided further that Lessor,
at Lessor's sole discretion, may successively elect and enforce any number of
the remedies hereinafter provided to the extent that Lessor, in Lessor's
reasonable judgment, deems necessary or appropriate to indemnify and make
Lessor whole from any loss or damage as a result of the default or defaults of
Lessee:

            (a) Termination and Lessee's Liabilities. Lessor shall have the
right to terminate this Lease forthwith, and upon notice of such termination
given by Lessor to Lessee in accordance with the notice provisions of this
Lease, Lessee's right to


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possession, use and enjoyment of the Demised Premises shall cease, and Lessee
shall immediately quit and surrender the Demised Premises to Lessor; but
Lessee shall remain liable to Lessor as hereinafter provided. Upon such
termination of this Lease, Lessor may at any time thereafter re-enter and
resume possession of the Premises by any lawful means and remove Lessee and/or
other occupants and their goods and chattels. 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
portion thereof 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 sole option, and Lessor shall 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 rent (basic and additional) and
other payments required of Lessee 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
damage equal to the basic and additional rent and other sums herein agreed to
be paid by Lessee, less the net proceeds of the reletting, if any, as
ascertained from time to time, and the same shall be payable by Lessee on the
several rent days above specified. Lessee shall not be entitled to any surplus
accruing as a result of any such reletting. In reletting the Premises as
aforesaid, Lessor may grant rent concessions, and Lessee shall not be credited
therewith. No such reletting shall constitute a surrender and acceptance or be
deemed evidenced 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, other payments and damages as herein
defined, during the period of Lessor's occupancy, the reasonable value of such
occupancy, equal to in any event the basic and additional rent herein
reserved. In no event shall such occupancy by Lessor be construed as a release
of Lessee's liability hereinunder.

            (b) Acceleration of the Rents. Lessor shall have the right to
declare the entire remaining unpaid Basic Rents and all other then known
additional rents and other payments required of Lessee by this Lease for the
full balance of the Lease term to be immediately due and payable. Such
declaration of acceleration shall be made by notice given by Lessor to Lessee
in accordance with the notice provisions of this Lease. Upon notice of
declaration of acceleration, Lessee shall immediately pay to Lessor, without
further demand or notice, an amount equal to the sum of the entire remaining
unpaid Basic Rents provided in Paragraph 3 of this Lease for the entire Lease
term, plus the entire remaining


                                      8
<PAGE>

balance of all unpaid additional rents provided in Paragraph 22 of this Lease
of the entire Lease term to the extent the amount of such additional rents are
then known, plus all unpaid other payments required of Lessee by this Lease
for the entire Lease term to the extent the amount of such other payments are
then known. Upon timely payment of all the sums hereinabove provided in this
Subparagraph 15(b), Lessee shall have the right to continue to possess, occupy
and enjoy the Demised Premises for the remaining balance of the Lease term,
subject to strict observance by Lessee of all the covenants, conditions and
other provisions of this Lease and provided that Lessee has not vacated or
abandoned the Premises and provided that Lessee shall pay when due all
additional rents as provided in Paragraph 22 of this Lease and all other
payments required of Lessee by this Lease, the amount of which additional
rents and other payments were not paid upon the declaration of acceleration
pursuant to the hereinabove stated provisions of this Subparagraph 15(b).
Lessor shall have the right to immediately enforce declaration of acceleration
as hereinabove provided by means of distress of any legal action. The
foregoing notwithstanding, Lessor shall have the right to declare an
acceleration and collect upon same and, in addition, to dispossess Lessee and
re-enter and take possession of the Premises if Lessee has vacated or
abandoned the Premises or if Lessee is dispossessing and evicting Lessee for
the purpose of ultimately reducing Lessee's liabilities under this Lease. In
the event Lessor shall declare an acceleration as provided in this
Subparagraph 15(b) and the amounts due hereunder shall not be paid forthwith,
then Lessor, at Lessor's sole option, may exercise Lessor's right to terminate
this Lease as provided in this Subparagraph 15(a) hereof, in which event
Lessor shall be entitled to the full benefits of, and full enforcement of,
Subparagraph 15(a) hereof.

            (c) Specific Performance of Lease. Lessor shall have the right to
enforce Lessee's specific performance of each and every covenant, condition
and other provision of this Lease.

            (d) Liquidated Damages. 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 default, 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 (i) the sum of the Basic
Rent and additional rents and other payments reserved in this Lease and
required of Lessee hereunder from the date of such default to the date of
expiration of the original term demised, and (ii) 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 default 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 damage, the difference between any installments of rent
(basic and additional) 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 four (4%) percent per annum.

            (e) Waiver of Right of Redemption. 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.

            (f) Other Remedies. Lessor's remedies hereunder are in addition to
any remedy allowed by law or in equity.

            (g) Non-exclusivity. The remedies set forth above shall be
non-exclusive and the Lessor's election to enforce any remedy shall not be
deemed a


                                      9
<PAGE>


waiver of any other remedy Lessor may be entitled to hereunder or as
allowed by law or in equity.

            (h) Lessor's Duty to Mitigate. Lessor and Lessee acknowledge that
Lessor's obligation to mitigate damages in the event of Lessee's breach shall
be satisfied by providing adequate information to the commercial brokerage
community as to the availability for letting of the Demised Premises; having
the Demised Premises available for inspection by prospective tenants during
Building Hours, and by the acceptance of a commercially reasonable offer for
all or a portion of the Demised Premises, which acceptance shall be evidenced
by the execution of a lease agreement in form and providing terms
substantially the same as the form utilized for all space tenants at the
Building and without material changes therefrom. Lessor shall be under no
obligation to accept any offer other than a commercially reasonable offer.
Lessor's actions required hereunder, including providing information as to the
availability of the Demised Premises for letting, the showing of the Demised
Premises to prospective lessees and the evaluation and acceptance of proposed
offers to let, shall be in the ordinary course of business and shall neither
discriminate in favor of nor against the Demised Premises.

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

      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's liens or other liens for equipment, material, labor or goods or
services 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


                                      10
<PAGE>

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 for interruption to Lessee's
business, however occurring.

      20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION. 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 "D" attached
hereto and made a part hereof, the following:

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

            (b) Heating, ventilating and air conditioning (herein "HVAC") as
appropriate for the season together with common facilities, lighting and
electric energy all during "Building Hours", as hereinafter defined. In the
event Lessee shall require HVAC other than during Building Hours (as defined
elsewhere herein), Lessee shall give not less than twenty-four (24) hours
notice to Lessor and shall pay Lessor, upon demand, the sum of $150.00 for
each hour, or portion thereof, of HVAC provided outside Building Hours.

            (c) Notwithstanding the requirements of Exhibit "E" 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, for
loss of, or injury to Lessee or to property however occurring, through or in
connection with or incidental to the furnishing of, or failure to furnish, any
of the aforesaid services or for any interruption to Lessee's business,
however occurring.

            21. ELECTRICITY.

            (a) Subject to intervening laws, ordinances and executive orders,
Lessor shall furnish the Lessor's Standard Electric Service (as hereinafter
defined in Subparagraph 21(b)) which Lessee shall require in the Demised
Premises. Subject to the provisions of Subparagraph 21(c), there shall be no
charge to Lessee for such Standard Electric Service by way of measuring the
same on any meter or otherwise, such Standard Electric Service being included
in Lessor's services which are covered by the Rent reserved hereunder as set
forth on Exhibit "B" under the heading "Monthly Electric". Lessor shall not be
liable in any way to Lessee for any failure or defect in the supply or
character of electric energy furnished to the Demised Premises by reason of
any requirement, act or omission of the public utility serving the Building
with electricity or for any other reason not attributable to Lessor. Lessor,
however, shall furnish and install all lighting tubes, lamps, bulbs and
ballasts required in the Demised Premises, at Lessee's sole cost and expense.

            (b) The Lessor's Standard Electric Service shall, unless otherwise
provided by agreement in writing between the parties, provide the electrical
current for usual office requirements, equipment and heating, ventilating and
air-conditioning systems during Building Hours (as that term is defined in
Paragraph 42(d) hereof).

                                      11
<PAGE>


Usual office equipment shall include typewriters and collators, copying
machines, calculators, clocks, water coolers, personal computers and
the like. In no event shall Lessor's Standard Electric Service include
electrical current for any computer and/or word processor installation or for
any requirements needing greater than a 15-amp line. All installations of
electrical fixtures, appliances and equipment within the Demised Premises
shall be subject to Lessor's prior written approval, which approval shall not
be unreasonably withheld or delayed.

            (c) Lessee shall pay to Lessor in equal monthly installments, in
advance, the reasonable cost of electrical services and energy in excess of
the Standard Electric Service referred to above, whether resulting from the
installation of additional fixtures, appliances or equipment with or without
Lessor's consent, or from use at times other than those set forth above.
Lessee agrees that Lessor, from time to time, may cause an independent
electrical engineer, electrical consulting firm, or such other appropriate
professional firm selected by Lessor, from time to time, to make a
determination of the value of the electrical services supplied to Lessee. If
it shall be determined that the then full value of such electrical services
being supplied to Lessee is in excess of the Standard Electric Service Factor
based upon increased usage, rate increase or any other reason, this Lease
shall be modified to provide for an increase in the Basic Rent for the entire
Term of the Lease by an annual amount equal to such excess. However, if it
shall be determined that the full value to the Lessee does not exceed the
Standard Electric Service Factor, there shall be no increase or decrease in
the Basic Rent.

       22. ADDITIONAL RENT. It is expressly agreed that Lessee will pay
in addition to the Basic Rent, provided in Paragraph 3 above, an additional
rental to cover Lessee's proportionate share, as hereinafter defined, of the
increased cost to Lessor of Real Estate Taxes over the "Base Real Estate
Taxes" (as hereinafter defined).

            (a) Tax Escalation

                  (1) If the Real Estate Taxes (as hereinafter defined in
      Subparagraph 22(a)(2)(ii) for the Building and Office Building Area at
      which the Demised Premises are located for any lease year or
      proportionate part thereof, during the Lease term, shall be greater than
      the Base Real Estate Taxes (as hereinafter defined in Subparagraph
      22(a)(2)(i), adjusted proportionately for periods less than a lease
      year, then Lessee shall pay to Lessor as additional rent its
      proportionate share, as hereinafter defined, of all such excess Real
      Estate Taxes.

                  (2) As used in this Subparagraph 22(a), the words and terms
      which follow mean and include the following:

                      (i) "Base Real Estate Taxes" shall mean those real estate
            taxes assessed against the Building and Office Building Area as
            provided for in the tax bill issued by the Borough of Fort Lee for
            the year commencing July 2003.

                      (ii) "Real Estate Taxes" shall mean the property taxes and
            assessments, imposed upon the Building and the land upon

                                      12
<PAGE>

            which it stands, or upon the rent, as such, payable to the Lessor.
            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
            hereinafter imposed 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.

                  (3) In the event Lessor is successful, as a result of a tax
      appeal or protest, in obtaining a reduction in Real Estate Taxes for any
      period for which Lessee has paid additional rent pursuant to Paragraph
      22(b) hereof, Lessee shall be entitled to a rebate for its proportionate
      share of the reduction less all costs and expenses incurred in pursuance
      of the said tax appeal or protest including filing fees, legal fees and
      expert fees. Lessor may pay the rebate as a credit against rent due in
      equal installments over the succeeding twelve (12) month period or such
      shorter period as Lessor may determine in its sole discretion. A
      reduction shall be deemed final thereby entitling Lessee to the rebate
      hereunder only upon final judgment of a court of competent jurisdiction
      and not until the time for filing any appeal therefrom has expired.
      Nothing contained herein shall be deemed to give Lessee standing to file
      a tax appeal. Lessee expressly acknowledges that the right to file such
      a tax appeal shall be solely that of the Lessor.

            (b) Lease Year. As used in this Paragraph 22, Lease Year shall
mean the calendar year within which possession is delivered, and each twelve
(12) month calendar year thereafter. Once the Base Real Estate Taxes are
established, in the event any lease period is less than twelve (12) months,
then the Base Real Estate Taxes shall be adjusted to equal the proportion that
said period bears to twelve (12) months, and Lessee shall pay to Lessor as
additional rent for such period, an amount equal to Lessee's proportionate
share, as hereinafter defined, of the excess for said period over the adjusted
Base Real Estate Taxes.

            (c) Payment. The increase in Base Real Estate Taxes shall be paid
by Lessee as set forth in this subparagraph. After the Base Real Estate Taxes
have been established, Lessor shall advise Lessee, in writing, of Lessee's
proportionate share of the increase in the Real Estate Taxes over the Base
Real Estate Taxes as Lessor has estimated for the next twelve (12) months, in
the exercise of Lessor's reasonable business judgment. Lessee's proportionate
share of the estimated increase shall be paid by Lessee in twelve (12) equal
monthly installments. The estimated increase, and the monthly installments
shall be adjusted at the expiration of each lease year to reflect the actual
increase after each annual tax bill has been issued, to reflect the actual
increase in Real Estate Taxes. All of these payments shall be deemed to be
additional rent. Any overage shall be refunded to Lessee within thirty (30)
days or, in Lessor's discretion, applied as a credit against Basic Rent due
for succeeding month(s).

            (d) Dispute Resolution. In the event of any disagreement as to the
increase in Real Estate Taxes not settled between Lessor and Lessee, such
disagreement shall be referred to an independent certified public accountant
mutually


                                      13
<PAGE>

acceptable to Lessor and Lessee. If Lessor and Lessee shall fail to
agree upon such an accountant, either party may refer the dispute to the
American Arbitration Association (the "AAA"). The decision of the accountant
or the AAA, as applicable, shall be final and binding. Lessor and Lessee shall
share equally the costs and expenses incurred with respect to such
arbitration. Pending resolution or determination of the Dispute, Lessee shall
pay to Lessor the sum as billed by Lessor. Lessee shall not review such bills
and charges more than once in any 12 month period and then may only review
bills and charges for the said 12 month period.

      23. 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 or
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 within
fifteen (15) days after receipt of notice from Lessee regarding such
interruption or curtailment. If the Premises are rendered untenantable in
whole or in part for a period of thirty (30) consecutive business days by the
making of repairs or replacements, other than those made with Lessee's consent
or caused by misuse or neglect by Lessee, or Lessee's agents, servants,
visitors or licensees, Lessee shall have the right to make such repairs or
replacements and offset the cost thereof against the Basic Rent due pursuant
to Paragraph 3 hereof. 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 thereof,
and, if the complaints be justified, unless Lessor shall have failed within
thirty (30) days, after receipt of such notice to remedy, to commence and
proceed with due diligence to remedy such condition or conditions, subject to
force majeure, as hereinafter defined.

      24. LESSEE'S ESTOPPEL. Lessee shall, from time to time, on not
less than seven (7) 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 instrument of modification; the
dates to which the rents and charges have been paid; and whether or not, to
the best of Lessee's knowledge, Lessor is in default hereunder, and if so,
specifying the nature of the default. It is intended that any such statement
delivered pursuant to this Paragraph 24 may be relied upon 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 promptly provide Lessor
with its most recent financial statements prepared in accordance with
generally accepted accounting principles and/or tax returns for submission to
Lessor's mortgagee.


                                      14
<PAGE>


      25. HOLDOVER TENANCY. If Lessee holds possession of the Premises
after the term of this Lease, Lessee shall become a tenant from month to month
under the provisions herein provided, but, at a monthly Basic Rental of one
hundred seventy five (175%) percent of the Basic Rent for the last month of
the lease term or any renewed or extended term, payable in advance on the
first day of each month, and such tenancy shall continue until terminated by
Lessor, or until Lessee shall have given to Lessor a written notice, at least
sixty (60) days prior to the intended date of termination of intent to
terminate such tenancy.

      26. LESSOR'S WORK. Lessee acknowledges that it has inspected and
is fully familiar with the Demised Premises and that it has accepted the
Demised Premises in "AS IS" condition. Lessee acknowledges that Lessor shall
have no obligation to improve the Demised Premises, or obtain a certificate of
occupancy which shall be Lessee's sole responsibility. In addition, Lessee
acknowledges that Lessor has made no representations or warranties with
respect to the condition of the Demised Premises except and otherwise
specifically set forth in this Lease.

      No "high hats" or other lighting fixtures shall be permitted without
the express written consent of the Lessor. Lessee agrees to maintain 100%
covering of the floor area within the Demised Premises utilizing carpeting,
vinyl floor tiles, hardwood or a similar covering. No bare concrete floors
shall be permitted.

      27. RIGHT TO SHOW PREMISES. Lessor may show the Premises to prospective
purchasers, lender and to insurance representatives, on reasonable notice to
Lessee, during business hours, and, during the twelve (12) months prior to
termination of this Lease, to prospective tenants, during business hours.

      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 (8%) percent of
any installment of 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.

      30. NO RECORDATION. Lessee agrees not to record or file this Lease or
any memorandum thereof in any public recording office, including the Bergen
County Clerk's Office. Any such recording or filing shall constitute a default
hereunder entitling Lessor to all available remedies, including but not
limited to termination and re-entry pursuant to Paragraph 15(a) hereof and
acceleration of rent pursuant to Paragraph 15(b) hereof.

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

                                      15
<PAGE>

      32. LESSEE'S INSURANCE.

           (a) Lessee covenants to provide on or before the commencement date a
comprehensive policy of general liability insurance, naming the Lessor and its
designees as additional named insureds, insuring Lessee and Lessor against any
liability commonly insured against and occasioned by accident resulting from
any act or omission on or about the Premises and any appurtenances thereto.
Said policy is to be written by an insurance company licensed and qualified to
do business in the State of New Jersey and reasonably satisfactory to Lessor.
The policy shall have a limit of not less than One Million ($1,000,000.00)
Dollars in respect of any one person in respect of any one accident, and in
respect of property damage. Said limits shall be subject to periodic review
and the Lessor reserves the right to increase said coverage limits if, in the
reasonable opinion of Lessor, said coverage becomes inadequate and is less
than commonly maintained by tenants in similar buildings in the area by
tenants making similar uses. At least thirty (30) days prior to the expiration
or cancellation date of any policy, the Lessee shall deliver a renewal or
replacement policy with proof of the payment of the premium therefor.

           (b) Lessee covenants and represents, said representation being
specifically designed to induce Lessor to execute this Lease, that Lessee's
personal property and fixtures and any other items which Lessee may bring to
the Premises which may be subject to any claim for damages or destruction due
to Lessor's negligence shall be fully insured by a policy of insurance
covering all risks with no deductible which policy shall specifically provide
for a waiver of subrogation for Lessor and all Building tenants without regard
to whether or not same shall cost an additional premium and notwithstanding
anything to the contrary contained in this Lease. Should Lessee fail to
maintain said all risk insurance with the required waiver of subrogation, or
fail to maintain the liability insurance, naming Lessor as an additional named
insured, then Lessee shall be in default hereunder and shall be deemed to have
breached its covenants as set forth herein.

      33. PARKING SPACES. Lessee's occupancy of the Demised Premises shall
include the use of twelve (12) parking spaces, three (3) of which shall be
reserved. Lessor reserves the right to relocate the assigned spaces to Lessee
to a similar area, but Lessor shall not reduce the number of spaces assigned
to Lessee. Lessor shall not be responsible or liable for any damage to
Lessee's vehicles as a result of fire, theft, vandalism and/or collision.

      34. LESSOR'S LIABILITY FOR LOSS OF PROPERTY. Lessor shall not be liable
for any loss of property from any cause whatsoever, including, but not by way
of limitation, theft or burglary from the Demised Premises, and Lessee
covenants and agrees to make no claim for any such loss at any time.

      35. BROKER. Lessee represents to Lessor that no broker was involved in
this Lease transaction and Lessee agrees to indemnify and hold Lessor harmless
from any and all claims of broker arising out of or in connection with the
negotiation of or entering into this Lease to the extent inconsistent with
Lessee's representation herein including any claim asserted by MRH Real Estate
Services, Inc. In no event shall Lessor's mortgagee(s) have any obligation to
any broker involved in this transaction.

                                      16
<PAGE>

      36. 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 partners, shareholders of partners, Affiliated Company, it
successors, assigns or any mortgagee in possession (for the purposes of this
paragraph, collectively referred to as "Lessor"), with respect to any of the
terms, covenants and conditions of this Lease, and that Lessee shall look
solely to the equity of Lessor in the Building for the satisfaction of each
and every remedy of Lessee in the event of any breach by Lessor of any of the
terms, covenants and conditions of this Lease to be performed by Lessor, such
exculpation of liability to be absolute and without any exceptions whatsoever.

      37. 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.

      38. SECURITY DEPOSIT. Lessee shall deposit with Lessor on the signing of
this Lease the sum of Seventeen Thousand, Seven Hundred Thirty Seven and
50/100ths ($17,737.50) Dollars as security for the performance of Lessee's
obligations under this Lease, including without limitation, the surrender of
possession of the Premises to Lessor as herein provided. If Lessor applies any
part of said deposit to cure any default of Lessee, Lessee shall on demand
deposit with Lessor the amount so applied so that Lessor will have the full
deposit on hand at all times during the term of this Lease. Lessor, in the
event that the Demised Premises are sold, shall transfer and deliver the
security, as such, to the purchaser of the Demised Premises and shall notify
Lessee thereof, and thereupon Lessor shall be discharged from any further
liability in reference thereto. Provided Lessee is not in default hereunder at
the expiration of the Lease Term, the Security Deposit shall promptly be
returned to Lessee.

      The security deposit shall not be deemed or construed to be an advance
payment of rent for any month of the Lease Term as the same may be renewed or
extended including the last month of the tern.

      39. LESSOR'S LIEN. The Lessor and Lessee specifically agree, in
consideration of the Lease herein, that in addition to any statutory lien for
rent which the Lessor may have, Lessor shall also have an express lien upon
all of Lessee's good and chattels, including, but not by way of limitation,
all Lessee's furniture, fixtures and equipment which may be brought upon, or
placed in the Premises. The lien therein provided shall be as additional
security for the payment of the Basic Rents, additional rents and other
payments required by Lessee by this Lease and for the performance by Lessee of
the other covenants and conditions of Lease to be kept and performed by
Lessee. The lien therein provided may be enforced by Lessor by means of
distress, foreclosure or otherwise at the sole option of Lessor. The lien
herein provided notwithstanding, Lessee shall have the right to remove
Lessee's goods and chattels from the Premises from time to time, subject to
any other provisions of this Lease with respect to such removal and provided
that Lessee is not then in default of any of Lessee's obligations under this
Lease.


                                      17
<PAGE>

      40. NOTICES. Any notice by either party to the other shall be in writing
and shall be deemed to have been duly given only if delivered personally, or
by Federal Express or similar national overnight courier, addressed to Lessee,
prior to Lessee's occupancy of the Demised Premises, or a portion thereof, at
Lessee' s address set forth above, and if subsequent to Lessee's occupancy of
the Demised Premises, or any portion thereof, at the above described Building;
if to Lessor, at Lessor's address as set forth above, Attn: Richard Cohen,
Esq.; with copies to Paul Kaufman, Esq., Kaufman, Gelbert & Bern, Esqs., Two
Executive Drive, Fort Lee, New Jersey, 07024, or, to either at such other
address as Lessee or Lessor, respectively, may designate by written notice in
accordance with this Paragraph. Notice shall be deemed to have been duly
given, if delivered personally or by Federal Express or similar courier, on
delivery thereof.

      41. ATTORNEY'S FEES. In the event Lessor shall employ an attorney to
enforce any of the conditions of this Lease, or to enforce Lessee's covenants
hereunder, or any of Lessor's rights, remedies, privileges or options under
this Lease, or at law or in equity, the Lessor shall be entitled to
reimbursement from Lessee of all costs and expenses incurred or paid by Lessor
in so doing, including, but not by way of limitation, all attorney's fees and
costs incurred or paid by Lessor at any time or times in connection therewith,
whether the matter is settled privately, or by arbitration, or by legal action
at the trial court level and at any and all appellate court levels.

      42. DEFINITIONS.

           (a) Proportionate Share. Lessee's proportionate share, wherever that
phrase is used, shall be one and eleven one hundredths (1.11%) percent, which
the parties agree reflects the ratio of the rentable square feet of the area
rented to Lessee as compared with the total number of rentable square feet of
the entire Building (and additional buildings that may be constructed within
the Office Building Area) as finally determined by the Building architect in
accordance with the definition of rentable square feet hereunder.

           However, if any service or utility provided for in Subparagraph
22(a is separately billed or separately metered within the Building, then the
rentable square footage so billed or metered shall be subtracted from the
denominator (the Building's total number of rentable square feet), and the
Lessee's proportionate share for such service and/or utility shall be
separately computed, and the base for such item shall not include any charges
attributable to said rentable square footage.

           (b) Common Facilities. Common facilities shall mean the
non-assigned parking areas, lobby, elevator(s), fire stairs, and all other
general Building facilities that service all Building tenants, including,
without limitation, air conditioning rooms, fan rooms, elevator shafts,
machine rooms, flues, stacks, pipe shafts, and vertical ducts with their
enclosing walls, except as any such items are included in rentable square feet
as defined in Subparagraph 42(f). Lessor may, at anytime, 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 judgment may be desirable to improve the convenience thereof.

                                      18
<PAGE>

           (c) Force Majeure. Force majeure shall mean and include those
situations beyond Lessor's control, including by way of example and not by way
of limitation, acts of God; accidents; repairs; strikes; shortages of labor,
supplies or materials; inclement weather or where applicable, the passage of
time while waiting for an adjustment of insurance proceeds.

           (d) Building Hours. As used in this Lease the "Building Hours"
shall be Monday through Friday, 8:00 a.m. to 6:00 p.m. and Saturday 8:00 a.m.
to 1:00 p.m., excluding those holidays set forth on Exhibit "D" attached
hereto and made a part hereof, except that common area 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 operation of the Building and Office Building Area and Standard
Electric Service shall be available as provided in Subparagraph 21(b) of this
Lease.

           (e) Affiliated Company. Affiliated Company with respect to Lessee
shall mean any corporation related to Lessee as a parent, subsidiary or
brother-sister corporation so that such corporation and Lessee or such
corporation and Lessee 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.

           (f) Rentable Square Feet. Rentable Square Feet shall mean the area
demised to each Lessee and delineated on Exhibit "A" hereto, together with its
allocated share of the common areas located on the same floor, including
hallways, lavatories, closets and other rooms and areas contributing part of
the common facilities defined in Subparagraph 42(b). Lessor and Lessee hereby
agree that the Demised Premises consist of 3,870 Rentable Square Feet as
provided for in Paragraph 1 hereof.

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

      44. 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 and/or the Office Building Area (or
assignment of the contract to purchase same) and/or of any lease thereof, or
if a mortgagee shall take possession of the Premises, the Lessor named herein
shall be and hereby is entirely freed and relieved of all covenants,
obligations and liabilities 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. In the
event of any sale or transfer as provided hereinabove, the liability of the
Lessor hereunder shall cease and Lessee agrees to present any claim to the
purchaser, successor or assignee.


                                      19
<PAGE>

      45. WAIVER. Lessee agrees that the failure of Lessor in one or more
instances to insist upon strict performance or observance of one or more of
the covenants or conditions hereunder, or in any other Lease, or to exercise
any rights, remedies, privileges, or option provided by law or in equity or
provided or reserved to Lessor in this Lease, or any other Lease, shall not
operate or be construed as a relinquishment or waiver for the future of such
covenant or condition or of the right to enforce the same or to exercise such
right, remedy, privilege or option; but rather, the same shall continue in
full force and effect. The receipt and acceptance by Lessor of Basic Rents
and/or additional rents and/or any other payments hereunder, or any part or
portion thereof, shall not be a waiver of any other Basic Rents and/or
additional rents and/or any other payments hereunder, or any part or portion
thereof, and such receipt and acceptance by Lessor, though with knowledge on
the part of Lessor of the breach of any covenant or conditions of this Lease,
shall not be, or operate as, a waiver of such breach or a waiver of any right,
remedy, privilege or option of Lessor arising hereunder or at law or in equity
on account of such breach in the absence of such receipt or acceptance. No
waiver by Lessor of any of the provisions of this Lease, or of any of Lessor's
rights, remedies, privileges or options under this Lease, shall be deemed to
have been made unless made by Lessor in writing. If Lessor shall consent to
the assignment of this Lease or to a subletting of all or a portion of the
Demised Premises, or if any such assignment or subletting may be made
hereunder without Lessor's consent, no further assignment or subletting shall
be made without the prior written consent of Lessor, unless otherwise
expressly permitted elsewhere in this Lease (this provision with respect to an
assignment or subletting without Lessor's consent shall not constitute a
waiver, or any way lessen Lessor's rights and remedies with respect to an
assignment or subletting made without Lessor's consent).

      46. AMENDMENTS, MODIFICATIONS, ETC. No change, modification or
termination of any of the terms, provisions, covenants, promises or conditions
of this Lease agreement shall be effective unless made in writing and signed
or initialed by all parties hereto, their successors or assigns.

      47. GOVERNING LAW. This Lease agreement shall be governed by and
construed in accordance with the substantive and procedural laws of the State
of New Jersey and Lessor and Lessee acknowledge that they are subject to the
jurisdiction of the courts of the State of New Jersey.

      48. SEPARABILITY. If any paragraph, subparagraph or other provision of
this Lease agreement, or application of such paragraph, subparagraph or
provision, is held invalid, then the remainder of the Lease agreement, and the
application of such paragraph, subparagraph or provision to persons, parties
or circumstances other than those with respect to which it is held invalid,
shall not be affected thereby.

      49. NO UNLAWFUL OCCUPANCY. Lessee shall not use or occupy, nor permit or
suffer, the Demised Premises or any part thereof to be used or occupied for
any unlawful purpose deemed by Lessor disreputable and not in keeping with the
high-class nature of the complex of which the Demised Premises forms a part,
or extra-hazardous, nor in such manner as to constitute a nuisance of any
kind, nor for any purpose or in any way in violation of any present or future
governmental laws, ordinances, requirements, orders, directions, rules or
regulations. Lessee shall immediately upon the discovery of any such unlawful,
illegal, disreputable or extra-hazardous use not in keeping with the
high-class nature of the building of which the


                                      20
<PAGE>

Demised Premises forms a part, take all necessary steps, legal and
equitable, to compel the discontinuance of such use and to oust and remove any
subtenants, occupants or other persons guilty of such unlawful, illegal,
disreputable or extra-hazardous use.

      50. 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).

      51. 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 Basic Rent and Additional Rent, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment for
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 rent and additional rent or pursue any other remedy
provided herein or by law.

      52. 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.

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

      54. RELOCATION OF LESSEE. Lessor hereby reserves the right, at its sole
expense and on at least thirty (30) days prior written notice, to require
Lessee to move from the Premises to other space within the Building of
comparable size and decor in order to permit Lessor to consolidate the space
leased to Lessee with any other space leased or to be leased to another
tenant. In the event of any such relocation, Lessor will pay all expenses of
preparing and decorating the new premises so that the same shall be
substantially similar to the Premises from which lessee is moving and Lessor
will also pay the expense of moving Lessee's furniture and equipment to the
relocated premises. In such event, this Lease and each and all of the terms
covenants and


                                      21
<PAGE>

conditions hereof, shall remain in full force and effect and thereupon
be deemed applicable to such new space except that the description
of the Premises shall be revised and if applicable, Lessee's Proportionate
Share shall likewise be revised.

      55. RENEWAL OPTION.

      A. Lessee shall have the right, at its option, to renew this Lease for
all of the Demised Premises for a renewal term (the "Renewal Term") of two (2)
years as determined by Lessee. The Renewal Term shall commence on March 1,
2006 (the "Renewal Term Commencement Date") and shall terminate on February
28, 2008 (the "Renewal Term Expiration Date"). Lessee shall exercise the
option described herein by giving Lessor written notice of such election to
renew (the "Notice to Renew") not later than June 1, 2005, and upon the giving
of Notice to Renew this Lease shall thereupon be deemed renewed for the
Renewal Term with the same force and effect as if the Renewal Term had
originally been included in the term of this Lease. Time is of the essence
with respect to Lessee's Notice to Renew. The right of the Lessee to renew
this Lease shall be conditioned upon Lessee not being in default under the
lease and upon the Lease being in full and force and effect at the time of the
exercise of such option and as of the Renewal Term Commencement Date.

      B. All of the terms, covenants and conditions of this Lease shall
continue in full force and effect during the Renewal Term except that (i)
Basic Rent for the Renewal Term shall be in an amount equal to the Fair Market
Value as mutually agreed upon by the Lessor and Leesee, provided that, in the
event the parties are unable to agree upon same, the Lessor and Lessee shall
each select an independent MAI appraiser to determine Fair Market Value,
further provided that, if the Fair Market Value as determined by the
respective appraisers are within five (5%) percent of each other, the Fair
Market Value shall be deemed to be the arithmatic mean of the two appraisals;
further provided that, if the Fair Market Value as determined by the
respective appraisers are more than five (5%) percent apart, the appraisers
shall select a third independent MAI appraiser whose determination as to Fair
Market Value shall be binding upon the Lessor and Lessee but in no event less
than the Rent set forth in Year 3 on Exhibit "B"; Lessee shall not be
obligated to pay Basic Rent due for March 1, 2006 and April 1, 2006; and (iii)
Lessee shall have no further option to renew or extend this Lease. Any
termination, cancellation or surrender of the entire interest of Lessee under
this Lease at anytime during the Term hereof shall terminate any right of
renewal of Lessee hereunder.

      56. ENVIRONMENTAL/ISRA COMPLIANCE.

            (a) Lessee shall indemnify and hold Lessor harmless including
attorneys and professional fees, with respect to any and all liability
pursuant to and/or under any federal and state environmental statute, law,
regulation, rule or ordinance and form all suits, fines, claims and actions of
any substance determined by the New Jersey Department of Environmental
Protection and Energy ("NJDEPE") or the Untied States Environmental Protection
Agency ("EPA") to be hazardous or toxic and any damages or liabilities
therefrom, Lessee's liability shall be limited to claims, damages or
contamination arising from Lessee's use and occupancy of the Demised Premises
and use of the Common Facilities. Lessee shall promptly provide Lessor with a
copy of any notice, correspondence, or document received by Lessee from and/or
disclosure required to be submitted by Lessee to any governmental agency in


                                      22
<PAGE>


respect of environmental, health and safety matters including but not limited
to NJDEPE, EPA and OSHA.

            (b) 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"). Leasee shall, at Lessee's own expense, make all
submissions to, provide all information to, and comply with all requirements
of the Industrial Site Evaluation Element or its successor ("Element") of the
New Jersey Department of Environmental Protection and Energy or its successor
("NJDEPE").

            (c) Lessee's obligations under this paragraph shall arise if there
is a closing of operations, a transfer of ownership or operations, or a change
in ownership at or affecting the Premises pursuant to ISRA.

            (d) Lessee represents and warrants to Lessor that Lessee intends
to use the Premises for general office and administrative purposes which has
the following Standard Industrial Classification ("S.I.C.") numbers as defined
by the most recent edition of the Standard Industrial Classification Manual
published by the Federal Executive Office of the President, Office of
Management and Budget: ____________. Lessee's use of the Demised Premises
shall be restricted to the classification set forth above. Prior to the Lease
Commencement Date, Lessee shall supply to Lessor an affidavit of an officer or
partner of Lessee setting forth Lessee's S.I.C. number and a detailed
description of the use. The affidavit shall be supplemented and updated in the
event of any change but no less frequently than every two (2) years.

            (e) Lessee shall, at Lessee's sole cost and expense, obtain a
letter of non-applicability from the Element prior to the termination of the
Lease Term and shall promptly provide to Lessor copies of Lessee's submission
and the Element's non-applicability letter.

            (f) Lessee shall notify Lessor in advance of all meetings
scheduled between Lessee or Lessee's representatives and NJDEPE or any other
environmental authority, and Lessor and Lessor's representatives shall have
the right, but not the obligation, to attend and participate in all such
meetings.

            (g) Lessee shall permit Lessor and Lessor's agents, servants, and
employees, including but not limited to legal counsel and environmental
consultants and engineers, access to the premises for the purposes of
environmental inspection and sampling during regular business hours, or during
other hours either by agreement of the parties or in the event of any
environmental emergency. Lessee shall not restrict access to any part of the
Premises, and Lessee shall not impose any conditions to access. In the event
that Lessor's environmental inspection shall include sampling and testing of
the Premises, and upon completion of sampling and testing shall, to the extent
reasonably practicable, repair and restore the affected areas of the Premises
from any damage caused by the sampling and testing.

            (h) Lessee shall indemnify, defend, and hold harmless Lessor from
and against all claims, liabilities, losses, damages, penalties and costs,
foreseen or unforeseen, including without limitation, counsel, engineering and
other professional


                                      23
<PAGE>
or expert fees, which Lessor may incur resulting directly or indirectly,
wholly or partly from Lessee's action or non-action with regard to Lessee's
obligations under this paragraph.

            (i) This paragraph shall survive the expiration or earlier
termination of this Lease. Lessee's failure to abide by the terms of this
paragraph shall be restrainable by injunction.

      57. MORTGAGEE'S CONSENT. This Lease is subject to the receipt of
the consent and approval of Lessor's First Mortgagee not later than thirty
(30) days after the execution and delivery of this Lease by Lessor and Lessee.
In the event Lessor has not received such consent and approval within the
aforesaid period, Lessor may, at Lessor's sole option, cancel this Lease and
upon Lessor's remittance to Lessee of any Basic and/or Additional Rent and/or
Security Deposit paid by Lessee, this Lease shall be null and void and neither
party shall have any further rights or obligation hereunder.

      58. AMERICANS WITH DISABILITY ACT. Notwithstanding anything herein
to the contrary, Lessee shall be obligated to, and have the responsibility of
complying with all of the relevant terms, conditions and requirements of the
Americans with Disability Act (the "ADA") to the extent the ADA is applicable
to Lessee's use and occupancy of the Demised Premises. To the extent the
provisions of the ADA mandate modifications to the Demised Premises, such
modifications shall be made by Lessee at its sole cost and expense, but in
coordination and consultation with Lessor. In the event Lessee shall fail to
comply with the requirements of the ADA, Lessor may, but shall not be
obligated, take such steps as may be necessary to comply with the ADA and
Lessee shall pay Lessor, upon demand, the cost thereof which shall be deemed
Additional Rent.

            59. SIGNAGE. Lessee shall not place any signs of whatsoever nature
on or about the entry or other door or on any exterior wall of the Demised
Premises. Signage shall be limited to Building Standard signs maintained by
Lessor. Provided that Lessor maintains a computerized directory, Lessor shall
make available on the Building directory, a sufficient number of lines or a
sufficient amount of space for Lessee's use to accommodate Lessee's firm name
and the names of ________ persons associated with Lessee, without any cost to
Lessee.

            60. TELECOMMUNICATIONS. Lessee and its telecommunications
companies, including local exchange telecommunications companies and
alternative access vendor services companies, shall have no right of access to
and within the Building, for the installation and operation of
telecommunications systems, including voice, video, data, Internet, and any
other services provided over wire, fiber optic, microwave, wireless, and any
other transmission systems ("Telecommunications Services"), for part or all of
Lessee's telecommunications within the Building and from the Building to any
other location without Lessor's prior written consent. All providers of
Telecommunications Services shall be required to comply with the rules and
regulations of the Building applicable Laws and Lessor's policies and
practices for the Building. Lessee acknowledges that Lessor shall not be
required to provide or arrange for any Telecommunications Services and that
Lessor shall have no liability to any Lessee Party in connection with the
installation, operation or maintenance of Telecommunications Services or any
equipment or facilities relating thereto. Lessee,

                                      24
<PAGE>


at its cost and for its own account, shall be solely responsible for obtaining
all Telecommunications services.

            61. SECURITY SERVICE. Lessee acknowledges and agrees that, while
Lessor may (but shall not be obligated to) patrol the Building and Office
Building Area (including but not limited to the parking areas), Lessor is not
providing any security services with respect to the Premises or Lessee's
Off-Premises Equipment and that Lessor shall not be liable to Lessee for, and
Lessee waives any claim against Lessor with respect to, any loss by theft or
any other damage suffered or incurred by Lessee in connection with any
unauthorized entry into the Premises or any area where Lessee's Off-Premises
Equipment is located or any area used for parking or any other breach of
security with respect to the Premises, parking area or Lessee Off-Premises
Equipment. "Lessee's Off-Premises Equipment" means any of Lessee's equipment
or other property that may be located on the grounds of the Building or the
Office Building Area (other than inside the Premises).

                                      25
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Lease Agreement on
the date first above written.


WITNESS:                                     LESSOR:
                                             EXECUTIVE PARK, LLC
                                             By:  Fort Lee Partners, LLC
                                                  Its Managing Member
                                             By:  Flex Park, LLC
                                                  Its Managing Member
                                             By:  Witkoff Lender, LLC
                                                  Its Managing Member


_________________________________       BY:  _______________________________
                                             Name:
                                             Title:


ATTEST:                                      LESSEE:
                                             VOCALTEC, INC.




_________________________________       BY:  _______________________________
                                             Name:
                                             Title:







                                      26
<PAGE>