EXHIBIT 10.1
                                                                    ------------














                               AGREEMENT OF LEASE




                                     BETWEEN


                           FIVE REGENT PARK ASSOCIATES
                                   AS LANDLORD


                                       AND


                             SWK TECHNOLOGIES, INC.
                                    AS TENANT


                              DATED: APRIL 8, 2005
<PAGE>

                                TABLE OF CONTENTS

DEFINITIONS....................................................................1

    ADDITIONAL RENT............................................................1
    BASIC RENT.................................................................1
    BROKER.....................................................................1
    BUILDING...................................................................1
    BUILDING HOLIDAY...........................................................1
    COMMENCEMENT DATE..........................................................1
    EXCUSABLE DELAY............................................................2
    GOVERNMENTAL AUTHORITY.....................................................2
    LEASE YEAR.................................................................2
    PARKING SPACES.............................................................2
    PREMISES...................................................................2
    REAL PROPERTY..............................................................2
    RENTABLE AREA OF THE BUILDING..............................................2
    RENTABLE AREA OF THE PREMISES..............................................2
    RENT COMMENCEMENT DATE.....................................................3
    SECURITY DEPOSIT...........................................................3
    STRUCTURAL REPAIRS.........................................................3
    TENANT'S PROPORTIONATE SHARE...............................................3
    TERM.......................................................................3
    TERMINATION DATE...........................................................3

ARTICLE I......................................................................3

   1.1 RENT....................................................................3

ARTICLE II.....................................................................4

   2.1 USE.....................................................................4

ARTICLE III....................................................................4

   3.1 CHANGE OF COMMENCEMENT DATE.............................................4

ARTICLE IV.....................................................................5

   4.1 ACCEPTANCE..............................................................5

ARTICLE V......................................................................5

   5.1 COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS.........................5

ARTICLE VI.....................................................................5

   6.1 PERSONAL PROPERTY TAXES.................................................5

ARTICLE VII....................................................................5

   7.1 ADDITIONAL RENT.........................................................5
   7.2 REAL ESTATE TAXES.......................................................5
   7.3 LANDLORD'S OPERATING EXPENSES...........................................6
   7.4 LANDLORD'S STATEMENTS...................................................7

ARTICLE VIII...................................................................7

   8.1 RULES AND REGULATIONS...................................................7


<PAGE>

ARTICLE IX.....................................................................8

   9.1 LANDLORD'S RIGHT OF ENTRY...............................................8

ARTICLE X......................................................................8

   10.1 MAINTENANCE BY TENANT AND LANDLORD.....................................8
   10.2 MAINTENANCE BY LANDLORD................................................8

ARTICLE XI.....................................................................9

   11.1 ALTERATIONS OR IMPROVEMENTS BY TENANT..................................9

ARTICLE XII....................................................................9

   12.1 ASSIGNMENT AND SUBLETTING..............................................9

ARTICLE XIII..................................................................12

   13.1 SURRENDER.............................................................12

ARTICLE XIV...................................................................12

   14.1 HOLDING OVER..........................................................12

ARTICLE XV....................................................................12

   15.1 ELECTRICITY...........................................................12

ARTICLE XVI...................................................................13

   16.1 QUIET ENJOYMENT.......................................................13

ARTICLE XVII..................................................................13

   17.1 AIR AND LIGHT.........................................................13

ARTICLE XVIII.................................................................13

   18.1 DEFAULT...............................................................13

ARTICLE XIX...................................................................13

   19.1 LANDLORD'S RIGHTS UPON TENANT'S DEFAULT...............................13

ARTICLE XX....................................................................16

   20.1 LANDLORD'S REMEDIES CUMULATIVE:EXPENSES...............................16

ARTICLE XXI...................................................................16

   21.1 SUBORDINATION, ESTOPPEL AND ATTORNMENT................................16

ARTICLE XXII..................................................................17

   22.1 DAMAGE BY FIRE OR OTHER CASUALTY......................................17

ARTICLE XXIII.................................................................17

   23.1 MUTUAL WAIVER OF SUBROGATION CASUALTY.................................17

ARTICLE XXIV..................................................................18

   24.1 CONDEMNATION..........................................................18

ARTICLE XXV...................................................................18

   25.1 CHANGES SURROUNDING BUILDING..........................................18

ARTICLE XXVI..................................................................18

   26.1 NOTICES...............................................................18

ARTICLE XXVII.................................................................18

   27.1 NO WAIVER.............................................................18

ARTICLE XXVIII................................................................19

   28.1 LANDLORD'S RESERVED RIGHTS............................................19

ARTICLE XXIX..................................................................19

   29.1 LANDLORD'S LIABILITY..................................................19

ARTICLE XXX...................................................................19

   30.1 TENANT'S LIABILITY....................................................19


<PAGE>

ARTICLE XXXI..................................................................20

   31.1 INSURANCE.............................................................20

ARTICLE XXXII.................................................................20

   32.1 CONSTRUCTION LIENS....................................................20

ARTICLE XXXIII................................................................21

   33.1 NOTICE OF FIRE AND ACCIDENTS..........................................21

ARTICLE XXXIV.................................................................21

   34.1 RELEASE OF LANDLORD...................................................21

ARTICLE XXXV..................................................................21

   35.1 SECURITY DEPOSIT......................................................21

ARTICLE XXXVI.................................................................22

   36.1 SIGNS.................................................................22

ARTICLE XXXVII................................................................22

   37.1 GLASS.................................................................22

ARTICLE XXXVIII...............................................................22

   38.1 HAZARDOUS WASTE, AIR, WATER AND GROUND POLLUTION......................22

ARTICLE XXXIX.................................................................23

   39.1 ISRA COMPLIANCE.......................................................23
   39.2 CONDITION PRECEDENT TO ASSIGNMENT AND SUBLEASE........................23

ARTICLE XL....................................................................23

   40.1 TENANT RELOCATION.....................................................23

ARTICLE XLI...................................................................24

   41.1 OPTION TO RENEW.......................................................24

ARTICLE XLII..................................................................24

   42.1 MISCELLANEOUS.........................................................24
   42.1 ENTIRE AGREEMENT......................................................24
   42.2 JURY TRIAL WAIVER.....................................................24
   42.3 FORCE MAJEURE.........................................................24
   42.4 BROKER................................................................24
   42.5 SEPARABILITY..........................................................25
   42.6 INTERPRETATION........................................................25
   42.7 FINANCIAL STATEMENTS..................................................26


ATTACHMENTS:

     EXHIBIT A
   WORKLETTER
   RULES AND REGULATIONS

<PAGE>

                               AGREEMENT OF LEASE

AGREEMENT OF LEASE made this 8th day of April, 2005, between FIVE REGENT PARK
ASSOCIATES, a New Jersey partnership, having a principal place of business at
c/o Eastman Management Corporation, 651 W. Mt. Pleasant Ave., Livingston, NJ
07039 hereinafter referred to as "Landlord"; and SWK TECHNOLOGIES, INC., a New
Jersey corporation, currently having an office and principal place of business
at 293 Eisenhower Parkway, Livingston, New Jersey 07039, hereinafter referred to
as "Tenant".

                                   WITNESSETH:

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

                                   DEFINITIONS

For all purposes of this Lease and all agreements supplemental thereto or
modifying this Lease, the following terms shall have the meaning specified:

"ADDITIONAL RENT"
         ADDITIONAL RENT shall mean all sums payable by Tenant to Landlord
         pursuant to the various Articles herein in which said term is used.

"BASIC RENT"
         BASIC RENT shall mean Eighty-Nine Thousand Seventy-One and 50/100
         ($89,071.50) Dollars per annum in Lease Year 1; Ninety-Six Thousand
         Fifty-Seven and 50/100 ($96,057.50) Dollars per annum in Lease Years 2
         and 3 and Ninety-Nine Thousand Five Hundred Fifty and 50/100
         ($99,550.50) Dollars per annum in Lease Years 4 and 5.

"BROKER"
         BROKER shall mean TRAMMEL CROW and EASTMAN MANAGEMENT CORPORATION.

"BUILDING"
         BUILDING shall mean the building known as 5 Regent Street, and located
         at 5 Regent Street, Livingston, New Jersey.

"BUILDING HOLIDAY"
         BUILDING HOLIDAY shall mean President's Day, Memorial Day, Independence
         Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and the
         day after, Christmas Day, and New Year's Day as each of said holidays
         are celebrated in the state in which the Real Property is located.

"COMMENCEMENT DATE"
         COMMENCEMENT DATE shall mean the earlier of:

         (1) the date which is ten (10) days after the date on which Landlord
         gives notice to Tenant that the Premises are or will be on a date
         certain, substantially completed in accordance with the provisions of
         the Workletter attached to this Lease; or;

         (2) the date on which Tenant shall take possession and occupy the
         Premises.

         As used herein, "substantially completed" shall mean that the Premises
         are fully completed and in working order, as to Landlord's building
         standard items of materials, work, and installations, except for minor
         items, the incompletion of which will not unreasonably interfere with
         Tenant's normal business operations, and Landlord has received
         notification, which may be verbal, from the municipality that a
         Certificate of Occupancy or similar permit or certificate confirming
         authorization to occupy the Premises will be issued in the ordinary
         course of business without additional work by Landlord hereunder.

         As of the date hereof, the ESTIMATED COMMENCEMENT DATE IS: May 15,
         2005.
<PAGE>

         In the event the COMMENCEMENT DATE shall fall on a day other than the
         first day of a month, then, in such event, the BASIC RENT and
         ADDITIONAL RENT payable hereunder shall be apportioned for the number
         of days remaining in that month until the last day thereof.

"COMPLEX"
        COMPLEX shall mean Regent Street Office Park.

"EXCUSABLE DELAY"
         EXCUSABLE DELAY shall mean a delay caused by strike, lock-out or other
         labor troubles, act of God, inability to obtain labor or materials,
         governmental restrictions, enemy action, civil commotion, fire,
         unavoidable casualty, or any other cause similar or dissimilar, beyond
         the reasonable control of either Landlord or Tenant, or due to the
         passing of time while waiting for an adjustment of insurance proceeds.

"GOVERNMENTAL AUTHORITY"
         GOVERNMENTAL AUTHORITY shall mean the town, village, city, county,
         state, or federal government, or any agency or quasi-governmental
         agency, or any fire insurance rating organization having jurisdiction
         over the Real Property.

"LEASE YEAR"
         LEASE YEAR shall mean the period beginning on the Commencement Date or
         the first day of the first calendar month thereafter if the
         Commencement Date is not on the first day of the month and on each
         annual anniversary thereof and ending one (1) year later. Lease Year 1
         shall mean the period beginning on the Commencement Date and ending one
         (1) year later or on the last day of the calendar month in which the
         first anniversary of the Commencement Date shall occur, if the
         Commencement Date is not on the first day of the month. Lease Year 2
         shall be the annual period beginning upon expiration of Lease Year 1.
         Lease Year 3 shall be the annual period beginning upon expiration of
         Lease Year 2. Lease Year 4 shall be the annual period beginning upon
         expiration of Lease Year 3. Lease Year 5 shall be the annual period
         beginning upon expiration of Lease Year 4.

"PARKING SPACES"
         PARKING SPACES shall mean the parking spaces located on the Real
         Property.

"PREMISES"
         PREMISES shall mean the area cross hatched on the floor plan of the
         Building annexed hereto as Exhibit A and made a part hereof and known
         as Suite _______.

"REAL PROPERTY"
         REAL PROPERTY shall mean the land upon which the Building is located
         and the Building collectively.

"RENTABLE AREA OF THE BUILDING"
         RENTABLE AREA OF THE BUILDING shall mean 68,808 square feet.

"RENTABLE AREA OF THE PREMISES"
         RENTABLE AREA OF THE PREMISES shall mean the sum of (1) the total
         number of square feet contained in the area shown on Exhibit A computed
         by measuring from the outside finish of the exterior of the Building
         wall(s) to the corridor side of the corridor walls or permanent
         partitions in the Premises, and to the center of partitions that
         separate the Premises from adjoining areas in the Building plus (2) an
         appropriate adjustment of one (1%) percent loss factor for the
         Premises' allocable share of the Building that is used for public
         corridors, public toilets, air-conditioning rooms, fan rooms, janitor's
         closets, electrical closets, telephone closets, elevator shafts, flues,
         stacks, pipe shafts and vertical ducts with their enclosing walls. In
         computing Rentable Area of the Premises and Rentable Area of the
         Building, no deduction shall be made for columns and projections
         necessary for the structural integrity of the Building. Upon
         completion, Landlord's architect will deliver a certification of the
         Rentable Area of the Premises, and the measurements so provided by
         Landlord's architect shall be conclusive and binding upon the parties
         hereto. If and to the extent the final measurements vary from those set
         forth herein, the Basic Rent, Rentable Area of the Premises and
         Tenant's Proportionate Share will be modified accordingly. The Rentable
         Area of the Premises is 6,986 square feet.
<PAGE>

"RENT COMMENCEMENT DATE"
         RENT COMMENCEMENT DATE shall mean the date which is two months after
         the COMMENCEMENT DATE.

"SECURITY DEPOSIT"
         SECURITY DEPOSIT shall mean Twenty-One Thousand Two Hundred Six and
         50/100 ($21,206.50) Dollars to be deposited by Tenant with Landlord on
         or before May 18, 2005, in the form of cash or irrevocable stand-by
         letter of credit in accordance with Section 35.1 of this Lease.

"STRUCTURAL REPAIRS"
         STRUCTURAL REPAIRS shall mean repairs to the roof, foundation, and
         permanent exterior walls and support columns of the Building.

"TENANT'S PROPORTIONATE SHARE"
         TENANT'S PROPORTIONATE SHARE is ten point one five (10.15%) percent.

"TERM"
         TERM shall mean a period of sixty-two (62) months commencing on the
         Commencement Date or on the 1st day of the first full month after the
         Commencement Date if same shall not be on the first day of the month,
         and terminating on the Termination Date.

"TERMINATION DATE"
         TERMINATION DATE shall mean the date which is sixty-two (62) months
         from the Commencement Date or the 1st day of the first full month after
         the Commencement Date if same shall not be on the first day of the
         month.

This Lease consists of this LEASE AGREEMENT and EXHIBIT A, a WORKLETTER, AND
RULES AND REGULATIONS.

                                    ARTICLE I

1.1      RENT

         1.1 Landlord hereby leases to Tenant and Tenant hereby hires from
         Landlord the Premises for the Term. The Premises shall be delivered to
         the Tenant on the Commencement Date in broom-clean condition.

         1.2 Beginning on the Rent Commencement Date, Tenant hereby covenants
         and agrees to pay, when due, the Basic Rent and all Additional Rent as
         herein provided. Basic Rent shall be payable in equal monthly
         installments of (i) Seven Thousand Four Hundred Twenty-Two and 63/100
         ($7,422.63) Dollars on the first day of each month during Lease Year 1;
         (ii) Eight Thousand Four and 79/100 ($8,004.79) Dollars on the first
         day of each month during Lease Years 2 and 3; and (iii) Eight Thousand
         Two Hundred Ninety-Five and 88/100 ($8,295.88) Dollars on the first day
         of each month during Lease Years 4 and 5, all shall be paid in advance,
         without set-off, demand or deduction, at the office of Landlord, or
         such other place as Landlord may designate. Notwithstanding any
         provision hereof, Basic Rent for the first complete calendar month of
         the Term shall be paid upon execution hereof and Landlord hereby
         acknowledges receipt thereof.

         1.3 In addition to and at the same times as it makes payments of Basic
         Rent as set forth in Section 1.2 above, Tenant hereby covenants and
         agrees to pay Additional Rent (as hereinafter defined) in monthly
         installments as described in Article VII below. Landlord hereby
         estimates that Tenant's Additional Rent during the first calendar year
         of the Term shall be $3,312.50 per month. Notwithstanding any provision
         hereof, Additional Rent for the first complete calendar month of the
         Term shall be paid upon execution hereof and Landlord hereby
         acknowledges receipt thereof.

         1.4 Any installment or installments of Basic Rent or Additional Rent
         accruing hereunder, and all other sums payable by Tenant hereunder
         which are not paid when due (without regard to any otherwise applicable
         cure period), shall bear interest until paid at the rate of two (2%)
         percent per month (unless such rate shall be unlawful, in which case
         the highest permitted legal rate shall apply). In addition, if Tenant
         is delinquent more than five (5) days in the payment of any Basic Rent
         or Additional Rent it shall pay to the Landlord a late charge equal to
         five (5) cents for each dollar of Base Rent or Additional Rent which is
         delinquent.
<PAGE>

         1.5 In the event any check paid by Tenant for the payment of any
         installment or installments of Basic Rent or Additional Rent or for any
         other sums payable by Tenant hereunder is returned by Landlord's bank
         for insufficient or unavailable funds, Tenant shall pay to Landlord a
         Fifty ($50.00) Dollar handling and administration fee upon notice and
         demand by Landlord.

                                   ARTICLE II

2.1      USE

         2.1 The Premises are to be used only for executive, general, and
         administrative offices in Tenant's information technology business,
         including, but not limited to technical and training services and other
         related business functions, which training shall be confined to the
         room labeled on Exhibit A as the "training room", and for no other
         purpose. Neither Tenant nor any of Tenant's servants, agents,
         employees, invitees or licensees shall damage, disfigure or injure the
         Premises or any portion thereof or the Real Property; nor shall Tenant
         allow the emission of any offensive odors or noise from the Premises.
         Any office equipment or machines used by Tenant within the Premises
         which may interfere with the use or enjoyment of any other tenant or
         occupant of the Building or which may be heard from any public area in
         or about the building shall be placed and maintained by Tenant, at
         Tenant's sole expense, in a sound proof setting such as cork, rubber or
         vibration eliminators to eliminate any such noise or vibration. Smoking
         shall not be permitted anywhere in the Premises.

         2.2 Tenant shall have access to the Premises on a twenty-four (24)
         hour, seven (7) day per week basis.

         2.3 If any governmental license or permits, other than a certificate of
         occupancy, shall be required for the proper and lawful conduct of
         Tenant's business in the Premises, or any part thereof, and if failure
         to secure such license or permit would in any way affect Landlord,
         Tenant, at its expense shall duly procure and thereafter maintain such
         license or permit and submit the same to inspection by Landlord. Tenant
         shall, at all times, comply with the terms and conditions of each such
         license or permit.

         2.4 Tenant shall not store, place or allow the storing or placement of
         any materials, debris or other obstructions of any nature in any
         hallway, lobby or other public areas of the interior of the Building or
         on the sidewalk, parking area or other area or areas abutting or
         adjacent to the Real Property.

         2.5 Tenant shall not place anything on any floor of the Premises which
         will create a load in excess of the load per square foot which such
         floor was designed to carry.

         2.6 Tenant shall not move any heavy equipment or bulky matter,
         including, but not limited to safes or large office equipment or
         furniture, into or out of the Building without first obtaining
         Landlord's consent. If the movement of such items requires any special
         handling, all such work shall be done in full compliance with
         applicable laws, ordinances, codes, rules and regulations and any other
         applicable governmental requirements. All such movements shall be made
         during hours designated by Landlord which will least interfere with the
         normal operation of the Building, and all damage directly or indirectly
         caused by such movement shall be promptly repaired by Tenant at
         Tenant's expense.

                                   ARTICLE III

3.1      CHANGE OF COMMENCEMENT DATE

3.1      If, for any reason, the Premises are not, or will not be, ready for
         occupancy on the Estimated Commencement Date, except as expressly set
         forth in Section 3.2 of this Lease, this Lease shall nevertheless
         continue in full force and effect and Tenant shall have no right to
         rescind, cancel, or terminate same, nor shall Landlord be liable for
         damages, if any, sustained by Tenant by reason of inability to obtain
         possession thereof on such date. In such event, Landlord will give
         Tenant notice, oral or otherwise, at least ten (10) days in advance of
         the date when Landlord expects the Premises to be ready for occupancy
         by Tenant, which notice, if in writing, shall establish the
         Commencement Date, or otherwise, the then Estimated Commencement Date.

         3.2 If Tenant shall use or occupy all or any part of the Premises for
         the conduct of business prior to the Commencement Date, such use or
         occupancy shall be deemed to be under all of the terms, covenants and
         conditions of this Lease, including the covenant to pay Basic Rent and
         Additional Rent for the period from the commencement of said use or
         occupancy to and including the date immediately preceding the
         Commencement Date, without, however, affecting the Term or the
<PAGE>

         Termination Date. The provisions of the foregoing sentence shall not be
         deemed to give to Tenant any right or ability to use or occupy the
         Premises prior to the Commencement Date without the written consent of
         Landlord.

                                   ARTICLE IV

4.1      ACCEPTANCE

         4.1 When Tenant takes possession of the Premises, which shall be on or
         about the Commencement Date, Tenant shall be deemed to have accepted
         the Premises as being satisfactory and in good condition as of the date
         of such possession, subject to punch list items and latent defects of
         which Tenant gives notice to Landlord within thirty (30) days
         thereafter.

                                    ARTICLE V

5.1      COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS
         5.1 Tenant shall not do, or permit anything to be done in or to the
         Premises, or bring or keep anything therein which will, in any way,
         increase the cost of fire and extended coverage or public liability
         insurance on the Real Property, or invalidate or conflict with the fire
         and extended coverage insurance or public liability insurance policies
         covering the Real Property, any Building fixtures, or any personal
         property kept therein, or obstruct or interfere with the rights of
         Landlord or of other tenants, or in any other way injure or annoy
         Landlord or other tenants, or subject Landlord to any liability for
         injury to persons or damage to property, or interfere with the good
         order of the Building, or conflict with the present or future laws,
         rules, or regulations of any Governmental Authority. Tenant hereby
         indemnifies and will hold Landlord harmless of and from all liability
         for injury to persons or damage occurring on the Premises, in the
         Building, or on the Real Property whether occasioned by any act or
         omission of Tenant, or Tenant's agents, servants, employees, invitees,
         or licensees. Tenant agrees that any increase in insurance premiums on
         the Building or contents caused by the occupancy of Tenant and any
         expense or cost incurred in consequence of negligence, carelessness, or
         willful action of Tenant, Tenant's agents, servants, employees,
         invitees or licensees, shall be reimbursed to Landlord within ten (10)
         days of demand therefore. Any amounts payable by Tenant hereunder shall
         be deemed Additional Rent.

                                   ARTICLE VI

6.1      PERSONAL PROPERTY TAXES

         6.1 Tenant agrees to pay all taxes imposed on the personal property of
         Tenant, the conduct of its business, and its use and occupancy of the
         Premises.

                                   ARTICLE VII

7.1      ADDITIONAL RENT

         7.1 Tenant hereby covenants and agrees to pay as Additional Rent the
         amounts as set forth below.

7.2      REAL ESTATE TAXES

         7.2.1 For each year or part of a year occurring within the Term, Tenant
         shall pay to Landlord, within thirty (30) days after Landlord's
         presentation of Landlord's Statement (as hereinafter defined), to
         Tenant therefor, as Additional Rent, Tenant's Proportionate Share of
         all real estate and personal property taxes (inclusive of municipal
         sewer and water rents and charges, if any) assessed against the Real
         Property and Building of which the Premises are a part.

         7.2.2 As used herein, the term "Real Estate Taxes" shall mean those
         real estate taxes, assessments (added, special or regular), sewer
         rents, rates and charges which shall be levied, imposed or assessed
         upon the Real Property, including, but not limited to assessments for
         any special improvement district in which the Real Property may be
         located, provided that, if because of any change in the method of
         taxation of real estate any other tax or assessment is imposed upon
         Landlord or the owner of the Real Property or upon or with respect to
         the Real Property or the rents or income therefrom in substitution for
         or in lieu of those taxes attributable to the Real Property, such other
         tax or assessment shall be deemed Real Estate Taxes for the purpose
         herein; provided, however, that Real Estate Taxes shall not include any
         gift, inheritance, estate, franchise, income, profits, capital or
         similar tax imposed, unless and to the extent any such tax shall be
         imposed or levied in lieu of Real Estate Taxes.
<PAGE>

         7.2.3 Landlord may take the benefit of the provisions of any statute or
         ordinance permitting any Real Estate Taxes to be paid over a period of
         time.

         7.2.4 If Landlord shall receive any refund of Real Estate Taxes in
         respect of any tax year, Landlord shall deduct from such refund any
         expenses incurred in obtaining such refund, and out of the remaining
         balance of such refund, Landlord shall credit to Tenant Tenant's
         Proportionate Share of such refund provided however, that in no event
         shall any such refund reduce Tenant's Proportionate Share of Real
         Estate Taxes beyond that which was originally charged to Tenant as
         Additional Rent. Any expenses incurred by Landlord in contesting the
         validity of the amount of the assessed valuation of the Real Property
         or of any Real Estate Taxes, to the extent not offset by a tax refund,
         shall be included as an item of Real Estate Taxes for the tax year in
         which such contest shall be finally determined for the purpose of
         computing the Additional Rent due Landlord or any credit due to Tenant
         hereunder.

         7.2.5 If the tax year for Real Estate Taxes shall be changed, then
         appropriate adjustment shall be made in the computation of the
         Additional Rent due to Landlord or any credit due to Tenant, in
         accordance with sound accounting principles to effectuate the
         changeover to any new tax year adopted by any taxing authority.

         7.2.6 If the last year of the Term ends on any day other than the last
         day of a tax year, any payment due to Landlord or credit due to Tenant
         by reason of any increase or decrease, as the case may be, in Real
         Estate Taxes shall be prorated and Tenant covenants to pay any amount
         due to Landlord within thirty (30) days after being billed therefor and
         Landlord covenants to credit any amount due to Tenant as the case may
         be. These covenants shall survive the expiration or termination of this
         Lease.

7.3      LANDLORD'S OPERATING EXPENSES

         7.3.1 For each year or part of a year occurring within the Term, Tenant
         shall pay to Landlord within thirty (30) days after Landlord's
         presentation of Landlord's Statement (as hereinafter defined) to Tenant
         therefor, as Additional Rent, Tenant's Proportionate Share of
         Landlord's Operating Expenses attributable to the Real Property and the
         Building.

         7.3.2 As used herein, the term "Landlord's Operating Expenses" shall
         mean those costs or expenses paid or incurred by Landlord for
         operating, maintaining, and repairing (inclusive of Structural Repairs)
         the Building, any of its systems, or the Real Property, including the
         cost of electricity, gas, water, fuel, window cleaning, janitorial
         service, insurance of all kinds carried in good faith by Landlord and
         applicable to the Building or the Real Property, snow removal,
         maintenance and cleaning of the parking lot, cleaning of the exterior
         of the Building's windows, landscape maintenance (including replanting
         and replacing flowers and other plantings), painting or repainting or
         redecorating of the public areas, maintenance of equipment and
         replacement of worn out mechanical or damaged equipment, uniforms,
         management fees, typical and customary office expenses, building
         supplies, sundries, sales or use tax on supplies or services, wages,
         salaries and other compensation, including applicable payroll taxes and
         benefits, of all persons engaged by Landlord for the operation,
         maintenance and repair of the Building and the Real Property including
         independent contractors' fees, replacement cost of tools and equipment,
         legal and accounting expenses, and any other expenses or costs, which
         in accordance with generally accepted accounting principles and the
         standard management practices for office buildings comparable to the
         Building would be considered as an expense of operating, maintaining,
         or repairing the Building and the Real Property. Excluded from
         Landlord's Operating Expenses are capital improvement costs (unless any
         such cost or costs are incurred as a cost savings measure that will, at
         least in part, be of benefit to Tenant), costs reimbursed by insurance
         or otherwise, the cost of work performed specifically for a tenant in
         the Building for which such tenant reimburses Landlord, costs in
         connection with preparing space for a new tenant and real estate
         broker's commissions.

7.4      LANDLORD'S STATEMENTS

         7.4.1 On or about May first of each year of the Term, or within a
         reasonable period of time thereafter, Landlord shall submit to Tenant a
         statement ("Landlord's Statement") showing in reasonable detail
         Landlord's Operating Expenses and Real Estate Taxes during the
         preceding calendar year. Within fifteen (15) days next following the
         submission of a Landlord's Statement.
<PAGE>

         Tenant shall pay to Landlord Tenant's Proportionate Share. Provided
         Tenant pays its Proportionate Share of said amount in accordance with
         the terms herein, Tenant or its representative shall have the right to
         examine Landlord's books and records with respect to the items in the
         foregoing Landlord's Statement during normal business hours at any time
         within forty-five (45) days following the delivery by Landlord to
         Tenant of such Landlord's Statement (the "Inspection Period"). Tenant's
         failure to inspect during the Inspection Period shall be deemed a
         waiver of Tenant's right to so inspect and Tenant waives its right to
         request any such inspection after the Inspection Period. Unless Tenant
         shall take written exception to any item contained therein within the
         Inspection Period, such Landlord's Statement shall be considered as
         final and accepted by Tenant and Tenant waives its right to take
         exception after the Inspection Period. In the event Tenant takes timely
         written exception to any item contained in Landlord's books and records
         with respect to the items in the foregoing Landlord's Statement, any
         payment made in accordance with this Paragraph 7.4.1 shall be deemed
         made in protest to the extent of such exception.

         7.4.2 On the first day of each month following the submission of any
         Landlord's Statement which shows that Tenant is obligated to pay
         Additional Rent pursuant to this ARTICLE, Tenant shall pay to Landlord,
         on account of its potential obligation to pay such Additional Rent for
         the calendar year following the calendar year for which such Landlord's
         Statement shall have been rendered, a sum equal to one-twelfth (1/12)
         of the amount which the Tenant shall have paid as such Additional Rent
         for such prior calendar year. Such sum shall be due with each monthly
         installment of Basic Rent until submission of the next succeeding
         Landlord's Statement and shall be collectible by Landlord as Additional
         Rent. However, the Landlord may, at its discretion from time to time
         determine the new monthly account payments based on the Landlord's
         operating budget for the year to which the monthly account payments
         apply (Budget Billing). Such account payments may begin on January 1 of
         the subject year or thereafter whenever the account payments are
         determined with an appropriate retroactive adjustment to January 1 of
         that year.

         7.4.3 In each Landlord's Statement there shall be a reconciliation as
         follows: Tenant shall be charged with any Additional Rent shown on such
         Landlord's Statement, which charge shall be reduced by the aggregate
         amount, if any, paid by Tenant on account thereof. Tenant shall pay any
         net balance due to Landlord within thirty (30) days as set forth above;
         any overpayment shall be applied by Landlord against the next accruing
         monthly installment of Additional Rent, or shall be paid over to Tenant
         upon termination of this Lease, subject to Landlord's rights and
         remedies hereunder.

         7.4.4 Any Additional Rent under this ARTICLE shall be prorated for the
         final calendar year of the Term if such year covers a period of less
         than twelve (12) months. In no event shall any adjustment in Tenant's
         obligation to pay Additional Rent under this ARTICLE result in a
         decrease in the Basic Rent payable hereunder. Tenant's obligation to
         pay Additional Rent and Landlord's obligation to credit to Tenant any
         amount referred to in this ARTICLE for the final year of the Term shall
         survive the expiration or termination of this Lease.

                                  ARTICLE VIII

8.1      RULES AND REGULATIONS

         8.1 Tenant, on behalf of itself and its employees, agents, servants,
         invitees, and licensees, agrees to comply with the Rules and
         Regulations with respect to the Real Property which are set forth at
         the end of this Lease and which are expressly made a part hereof.
         Landlord shall have the right to make reasonable amendments thereto
         from time to time for the safety, care, and cleanliness of the Real
         Property, the preservation of good order therein, and the general
         convenience of all the tenants and Tenant agrees to comply with such
         amended Rules and Regulations, after twenty (20) days written notice
         thereof from Landlord. All such amendments shall apply to all tenants
         in the Building, and will not materially interfere with the use and
         enjoyment of the Premises or the parking lot by Tenant.

                                   ARTICLE IX

9.1      LANDLORD'S RIGHT OF ENTRY

         9.1 Landlord and Landlord's agents and representatives shall have the
         right to enter into or upon the Premises, or any part thereof, at all
         reasonable hours for the following purposes: (1) examining the
         Premises; (2) making such repairs or alterations therein as may be
         necessary in Landlord's sole
<PAGE>

         judgment for the safety and preservation thereof; (3) erecting,
         maintaining, repairing, or replacing wires, cables, conduits, vents or
         plumbing equipment running in, to, or through the Premises; (4) showing
         the Premises to prospective purchasers or lessees of the Building or to
         prospective mortgagees or to prospective assignees of any such
         mortgagees or others; or (5) showing the Premises to prospective new
         tenants of the Premises during the last nine (9) months of the Term.
         However, Landlord shall give Tenant prior notice, oral or otherwise,
         before commencing any non-emergency repair or alteration.

         9.2 Landlord may enter upon the Premises at any time in case of
         emergency without prior notice to Tenant.

         9.3 Landlord, in exercising any of its rights under this ARTICLE IX,
         shall not be deemed guilty of an eviction, or disturbance of Tenant's
         use or possession of the Premises and shall not be liable to Tenant for
         same. The Basic Rent and Additional Rent as defined in this Lease shall
         in no way abate while said repairs or alterations are being made.

         9.4 All work performed by or on behalf of Landlord in or on the
         Premises pursuant to this ARTICLE IX shall be performed with as little
         inconvenience to Tenant's business as possible, and in such manner as
         not unreasonably to interfere therewith.

                                    ARTICLE X

10.1     MAINTENANCE BY TENANT AND LANDLORD

         10.1 Except as otherwise set forth in this ARTICLE X, Tenant shall take
         good care of the Premises throughout the Term and shall preserve same
         in the condition delivered to Tenant on the Commencement Date, normal
         wear and tear excepted. Tenant, at its sole cost shall be responsible
         for cleaning and maintenance and repair of the Premises and shall
         retain and maintain its own janitorial services. Tenant further agrees
         not to injure, overload, deface, or commit waste of the Premises, the
         Building or the Real Property. Tenant shall be responsible for all
         injury or damage of any kind or character to the Real Property,
         including the windows, floors, walls, ceilings, lights, electrical
         equipment, plumbing and HVAC equipment, caused by Tenant or by anyone
         using or occupying the Premises by, through, or under the Tenant. In
         addition, Tenant shall, at its sole cost and expense, maintain a
         service contract with a reliable HVAC contractor reasonably acceptable
         to Landlord (and is a certified Carrier technician) to perform regular
         monthly or other required service and maintenance to the HVAC system.
         If the Premises become infested with vermin, Tenant shall, at Tenant's
         expense, cause the same to be exterminated from time to time to the
         satisfaction of Landlord and shall employ such extermination company as
         shall be approved by Landlord. Tenant shall be responsible for the cost
         of maintenance and repair of all plumbing and related equipment which
         is within the Premises.

         10.2 Notwithstanding the provisions of ARTICLE X which may be to the
         contrary, Landlord represents and warrants that the HVAC system
         servicing the Premises shall be in working order as of the Commencement
         Date and Landlord covenants and agrees to warranty the HVAC system
         against defects for a period of one (1) year beginning on the
         Commencement Date, conditioned upon the Tenant performing all of its
         maintenance obligations with respect thereto as set forth in Section
         10.1 above.

         10.3 Landlord shall be responsible for making all Structural Repairs
         and shall maintain, repair and replace the parking area and the
         exterior of the Building. Landlord shall be responsible for landscape
         maintenance, snow removal, striping of the parking lot, exterior window
         cleaning, dumpster rental and trash removal, as set forth in Section
         7.3.2 above. Nothing in this Section shall be construed to prohibit
         Landlord from including the costs paid or incurred hereunder as
         "Landlord's Operating Expenses." To the extent any such repairs or
         replacements arise from the negligence of Tenant, its agents, servants,
         employees, licensees or invitees, Tenant shall be solely responsible
         for the cost thereof.

                                   ARTICLE XI

11.1     ALTERATIONS OR IMPROVEMENTS BY TENANT

         11.1 Tenant shall make no changes in or to the Premises of any nature
         without Landlord's prior written consent, with the exception of minor
         cosmetic changes in the nature of painting and carpeting at a cost up
         to $25,000 per job or series of related jobs, which may be done without
         Landlord's prior consent, but shall not be done unless at least seven
         (7) days prior written notice
<PAGE>

         thereof shall be given to Landlord. Subject to the aforementioned
         consent of Landlord, Tenant at Tenant's sole expense, may hire
         contractors approved by Landlord, or Landlord may elect, on Tenant's
         behalf, to make such alterations, installations, additions, or
         improvements in or to the Premises (collectively "Tenant Alterations")
         which are non-structural and which do not affect utility services,
         plumbing, electrical lines, sprinkler systems, HVAC systems or any
         other mechanical systems, in or to the Premises or Building or which
         involve any drywall construction. In the event Landlord shall elect on
         Tenant's behalf to perform the Tenant Alterations, Landlord shall (a)
         perform such work upon terms and conditions that are fair and
         competitive with those that would be available on an arms-length basis
         with third parties, and (b) obtain multiple bids where appropriate. All
         such Tenant Alterations shall, upon installation, become the property
         of Landlord and shall remain upon and be surrendered with the Premises,
         unless otherwise required by Landlord, by written notice given at the
         time of Landlord's consent to the specific Tenant Alterations, to be
         removed by Tenant upon the expiration or termination of this Lease, or
         unless Tenant, by notice to Landlord no later than thirty (30) days
         prior to the Termination Date, requests Landlord's consent to remove
         same. If Landlord so consents the same shall be removed from the
         Premises by Tenant prior to the Termination Date at Tenant's sole
         expense. Nothing in this ARTICLE shall be construed to give Landlord
         title to or to prevent Tenant's removal of trade fixtures, movable
         office furniture and equipment, but upon removal of any such from the
         Premises or upon removal of any other installation as may be permitted
         or required by Landlord, Tenant shall immediately and at its expense,
         repair and restore the Premises to the condition existing prior to such
         Tenant Alteration. Tenant shall take care during such removal, and
         Tenant shall repair any damage to the Premises or to the Real Property
         incurred during such removal. All property permitted or required to be
         removed by Tenant at the end of the Term which remains on the Premises
         after the Termination Date shall be deemed abandoned and may, at the
         election of Landlord, either be retained as Landlord's property or may
         be removed from the Premises by Landlord at Tenant's expense.

         11.2 Prior to the commencement of any Alteration, Tenant shall at its
         sole expense, obtain all required permits, approvals, and certificates
         required by all Governmental Authorities and upon completion of the
         alteration, certificates of final approval thereof. Tenant shall
         deliver to Landlord promptly upon its receipt duplicates of same.
         Tenant shall carry and will cause Tenant's contractors and
         subcontractors to carry such workman's compensation, general liability,
         personal and property damage insurance as required by law and in
         amounts no less than the amounts set forth in ARTICLE XXXI below.

         11.3 Upon completion of any Tenant alterations as defined herein,
         Tenant shall immediately deliver to Landlord (i) an unconditional,
         final Certificate of Occupancy, (ii) "as-built" final plans and
         drawings identical to those upon which Landlord granted its approval,
         and (iii) Tenant's architect's certification that the alterations as
         completed conform with all applicable local, county state and/or
         federal statutes, ordinances, rules, regulations and codes including,
         but not limited to the orders, rates and regulations of the National
         and local Boards of Fire Underwriters and any other body or bodies
         hereinafter exercising similar functions.

                                   ARTICLE XII

12.1     ASSIGNMENT AND SUBLETTING

         12.1 Tenant for itself, its heirs, distributees, successors, and
         assigns, expressly covenants that it shall not directly or indirectly
         by operation of law, merger, consolidation, reorganization,
         dissolution, change of majority ownership of Tenant, or otherwise,
         assign (which for purposes of this Lease, shall include any such
         merger, consolidation, reorganization, dissolution or change of
         ownership of Tenant), mortgage, or encumber this Lease, or any part
         thereof, or permit the Premises to be used by others without the prior
         written consent of Landlord in each instance. Any attempt to do so by
         the Tenant shall be void. Notwithstanding anything in this Lease to the
         contrary, the Landlord's prior consent shall not be required if such
         merger, consolidation or reorganization is with Tenant's parent or
         subsidiary or a company affiliated with Tenant so long as Landlord has
         received evidence that such parent, subsidiary or affiliate has a net
         worth that is equal to or greater than the net worth of Tenant as of
         the date of execution of this Lease, provided, however, that Tenant
         shall give Landlord prior written notice not less than ten (10) days
         prior to such a merger and provide copies of the certificate of merger,
         certificate of consolidation or such similar document confirming same
         within twenty (20) days thereafter. The consent by Landlord to any
         assignment, mortgage, encumbrance, subletting, or use of the Premises
         by others shall not constitute a waiver of Landlord's right to withhold
         its consent to any other assignment, mortgage, encumbrance, subletting
         or use of the Premises by others. Without the prior written consent of
         Landlord, this Lease and the interest of Tenant therein or any assignee
         of Tenant therein, shall not pass by operation of law, and shall not be
<PAGE>

         subject to garnishment or sale under execution in any suit or
         proceeding which may be brought against or by Tenant or any assignee of
         Tenant.

         12.2 Landlord covenants and agrees that it will not unreasonably
         withhold its consent to Tenant's assigning or subletting all or a part
         of the Premises, provided, however, (1) that Tenant shall not be in
         default under any of the terms, covenants, conditions, provisions, and
         agreements of this Lease at the time of any notice or request for
         consent under the terms of this ARTICLE or at the effective date of
         such subletting or assigning; and (2) that such subletting or assigning
         shall not be made with a Tenant who shall be or who shall seek to use
         any portion of the Premises for a use incompatible with that
         customarily found in first-class office buildings; notwithstanding the
         foregoing, the Premises may not be sublet or assigned to any employment
         agency, governmental department, labor union office, doctor's or
         dentist's office, dance or music studio, school or beauty salon and (3)
         that the proposed subtenant or assignee is not then an occupant of any
         part of the Building or a party who dealt with Landlord or Landlord's
         agent (directly or through a broker) with respect to space in the
         Building during the 12 months immediately preceding Tenant's request
         for Landlord's consent.

         12.3 If Tenant requests Landlord's consent to an assignment of this
         Lease or a subletting of all or any part of the Premises, Tenant shall
         submit to Landlord: (1) the name and address of the proposed assignee
         or subtenant; (2) the terms of the proposed assignment or subletting;
         (3) the nature of the proposed assignee's or subtenant's business; and
         (4) such information as to the proposed assignee's or subtenant's
         financial responsibility and general reputation as Landlord may
         reasonably require.

         12.4 Upon the receipt of such request and information from Tenant,
         Landlord shall have the option to be exercised in writing within twenty
         (20) days after such receipt, to either (1) cancel and terminate this
         Lease, if the request is to assign this Lease or to sublet all of the
         Premises, or if the request is to sublet a portion of the Premises
         only, to cancel and terminate this Lease with respect to such portion,
         in each case as of the date set forth in Landlord's notice of exercise
         of such option; or (2) to grant said request; or, (3) to deny such
         request. In the event Landlord elects to give Tenant notice under
         subpart (1) of this Section 12.4, then, Tenant shall have the option,
         exercisable on written notice within five (5) business days of
         Landlord's notice to withdraw its request for Landlord's consent,
         whereupon this Lease shall remain in full force and effect.

         12.5 In the event Landlord shall cancel this Lease, Tenant shall
         surrender possession of the Premises, or the portion of the Premises
         which is the subject of the request, as the case may be, on the date
         set forth in such notice in accordance with the provisions of this
         Lease relating to surrender of the Premises. If the Lease shall be
         canceled as to a portion of the Premises only, the Basic Rent and
         Additional Rent payable by Tenant hereunder shall be reduced
         proportionately according to the ratio that the number of square feet
         in the portion of space surrendered bears to the square feet in the
         Rentable Area of the Premises.

         12.6 In the event that Landlord shall consent to a sublease or
         assignment pursuant to the request from Tenant, Tenant shall cause to
         be executed by its assignee or subtenant an agreement to perform
         faithfully and to assume and be bound by all of the terms, covenants,
         conditions, provisions, and agreements of this Lease for the period
         covered by the assignment or sublease and to the extent of the space
         sublet or assigned. An executed copy of each sublease or assignment and
         assumption of performance by the sublessee or assignee, on a form
         acceptable to Landlord, shall be delivered to Landlord within thirty
         (30) days prior to the commencement of occupancy set forth in such
         assignment or sublease. No such assignment or sublease shall be binding
         on Landlord until Landlord has received such copies as required herein.

         12.7 In no event shall any assignment or subletting (whether or not
         Landlord may have consented), release or relieve Tenant from its
         obligations to fully perform all of the terms, covenants, and
         conditions of this Lease on its part to be performed.

         12.8 Without otherwise restricting the grounds upon which Landlord may
         otherwise withhold its consent, Landlord shall not be deemed to have
         unreasonably withheld its consent to such an assignment or subletting
         if "Landlord Consent Requirements" are not satisfied. Furthermore,
         Landlord may withhold its consent if, in its judgment, it determines
         that:

                  12.8.1 The proposed new use of the Premises is not, in
                  Landlord's sole opinion, appropriate for the Building or in
                  keeping with the character of the existing tenancies or is
                  expressly prohibited under the terms of this Lease.
<PAGE>

                  12.8.2 The proposed assignee's use or occupancy will make
                  unreasonable or excessive demands on the Building's services,
                  maintenance or facilities or will cause excessive traffic or
                  unacceptable increase in density of traffic of the building.

                  12.8.3 Less than fifty (50%) percent of the Rentable Area Of
                  The Building or eighty (80%) percent of the Rentable Area of
                  the Complex is then rented.

         12.9 As used herein, "Landlord's Consent Requirements" shall mean the
         following minimum requirements which must be met by Tenant before
         Landlord shall consent to an assignment or subletting of all or part of
         the Premises:

             12.9.1 The assignment or subletting shall be at any one time to no
             more than one (1) subtenant or assignee.

             12.9.2 The assignment or subletting shall be for not less than
             3,000 rentable square feet.

             12.9.3 If Tenant shall remain in possession of at least fifty (50%)
             percent of the Premises, the assignment or subletting shall be for
             a term of not less than twelve (12) months, otherwise, the
             assignment or subletting shall be for a term of not less than
             forty-eight (48) months, unless the unexpired portion of such Term
             of this Lease shall be less than twelve (12) months or forty-eight
             (48) months, as the case may be, in which event for the unexpired
             portion or such Term.

         12.10 If the Landlord shall consent to any subletting or assignment, in
         accordance with the terms of this Article, fifty (50%) percent of any
         rents or other consideration received by the Tenant in excess of the
         rents or other sums required to be paid by Tenant to Landlord, shall be
         paid by Tenant to Landlord.

         12.11 Tenant shall reimburse Landlord for Landlord's reasonable costs
         and expenses (including without limitation the charges of any outside
         architectural, engineering, accounting or legal professionals retained
         by Landlord to review the proposed assignment or sublease, if any)
         incurred by Landlord in connection with any proposed subletting or
         assignment by Tenant. The amount of such costs and expenses shall be
         deemed to be Additional Rent under the terms of this Lease and shall be
         payable by Tenant upon demand, regardless of whether Landlord consents
         to or denies such assignment or sublease or elects to cancel this Lease
         as provided in paragraph 12.4 above.

         12.12 Neither the Tenant nor any other person having an interest in the
         possession, use, occupancy or utilization of the Premises or any other
         portion of the Real Property shall enter into any lease, sublease,
         license, concession or other agreement for the use, occupancy or
         utilization of space in the Premises or any other portion of the Real
         Property which provides for any rental or other payment for such use,
         occupancy or utilization based in whole or in part upon the net income
         or profits derived from any person from the space in the Premises or
         any other portion of the Real Property so leased, used, occupied or
         utilized, other than an amount based upon a fixed percentage or
         percentages of gross receipts or gross sales.

         12.13 Notwithstanding any provision of ARTICLE XII which may be to the
         contrary, Tenant shall be permitted to sublease up to two (2) offices
         (as shown on Exhibit A) without obtaining Landlord's consent and
         without being subject to Section 12.4 of this Lease, so long as Tenant
         shall give written notice of such sublease(s), including a true copy of
         same, within five (5) days after the execution thereof.

                                  ARTICLE XIII

13.1     SURRENDER

         13.1 Upon the termination of the Term or prior expiration of this
         Lease, Tenant shall peaceably and quietly quit and surrender to
         Landlord the Premises, broom clean, in as good condition as on the
         Commencement Date, normal wear and tear, repairs and replacements by
         Landlord, alterations, additions, and improvements permitted hereunder,
         excepted, free and clear of all occupancies. Tenant's obligations to
         observe or perform this covenant shall survive the Termination Date or
<PAGE>

         prior expiration of the Term. If the Termination Date falls on a Sunday
         or a legal holiday, this Lease shall expire at 11:59 p.m. on the
         business day first preceding said date.

                                   ARTICLE XIV

14.1     HOLDING OVER

         14.1 If Tenant holds possession of the Premises beyond the Termination
         Date or prior expiration of the Term, Tenant shall become a tenant from
         month-to-month at Double the Basic Rent and Additional Rent payable
         hereunder and upon all other terms and conditions of this Lease, and
         shall continue to be such month-to-month tenant until such tenancy
         shall be terminated by Landlord and such possession shall cease.
         Nothing contained in this Lease shall be construed as a consent by
         Landlord to the occupancy or possession by Tenant of the Premises
         beyond the Termination Date or prior expiration of the Term, and
         Landlord, upon said Termination Date or prior expiration of the Term
         shall be entitled to the benefit of all legal remedies that now may be
         in force or may be hereafter enacted relating to the speedy
         repossession of the Premises. In addition, Tenant shall indemnify and
         hold Landlord harmless from and against any loss, cost, liability or
         expense, including, but not limited to, attorney's fees resulting from
         such failure to vacate and also including any claims made by any
         succeeding tenant founded on such failure to vacate.

                                   ARTICLE XV

15.1     ELECTRICITY

         15.1 Throughout the Term, Landlord agrees to redistribute electrical
         energy to the Premises (not exceeding the present electrical capacity
         at the Premises), upon the following terms and conditions: (1) Tenant
         shall pay for such electrical energy as provided by this Paragraph; (2)
         Landlord shall not be liable in any way to Tenant, Tenant's agents,
         servants, employees, invitees or licensees, for any loss, damage, or
         expense which Tenant, Tenant's agents, servants, employees, invitees or
         licensees, may sustain or incur as a result of any failure, defect, or
         change in the quantity or character of electricity furnished to the
         Premises or if such quantity or character of electricity furnished to
         the Premises is no longer available or suitable for Tenant's
         requirements or due to any cessation, diminution or interruption of the
         supply thereof.

         15.2 The Tenant shall, at its own cost and expense, pay all service and
         usage charges for gas, electric, sprinkler, or any other utility which
         is separately metered and billed to Tenant. With respect to any utility
         which is not separately metered and billed to Tenant, Tenant shall pay
         the charge assessed to Tenant by Landlord based upon Tenant's
         Proportionate Share. Landlord shall arrange for separate metering or
         sub-metering of Tenant's actual electricity usage (except for common
         areas) and Tenant shall pay to the utility or Landlord, as the case may
         be, the charges billed.

         15.3 In no event shall Landlord be required or obligated to increase
         the electrical capacity of any portion of the Building's system, or to
         provide any additional wiring or capacity to meet Tenant's additional
         requirements, if any, beyond that which was servicing the Premises at
         the Commencement of the Lease Term. Tenant's use of electric energy in
         the Premises shall not at any time exceed the capacity of any of the
         electrical conductors and equipment in or serving the Premises. Tenant
         shall make no alteration to the existing electrical equipment or
         connect any fixtures, appliances, or equipment without the prior
         written consent of Landlord in each instance. Should Landlord grant
         such consent, all additional risers or other equipment required
         therefore shall be provided by Landlord and the cost thereof shall be
         paid by Tenant upon Landlord's demand.

         15.4 Landlord shall not be liable in the event of any interruption in
         the supply of electricity, or for any consequence thereof and Tenant
         agrees that such supply may be interrupted for inspection, repairs,
         replacement and in emergencies.

         15.5 The failure of Landlord to furnish any service hereunder shall not
         be construed as a constructive eviction of Tenant and shall not excuse
         Tenant from failing to perform any of its obligations hereunder and
         shall not give Tenant any claims against Landlord for damages for
         failure to furnish such service.

                                   ARTICLE XVI

16.1     QUIET ENJOYMENT
<PAGE>

         16.1 Landlord covenants and agrees that, upon the performance by Tenant
         of all of the covenants, agreements, and provisions hereof on Tenant's
         part to be kept and performed, Tenant shall have, hold, and enjoy the
         Premises, subject and subordinate to the rights set forth in ARTICLE
         XXI, free from any interference whatsoever by, from, or through the
         Landlord, provided, however, that no diminution or abatement of the
         Basic Rent, Additional Rent, or other payment to Landlord shall be
         claimed by or allowed to Tenant for inconvenience or discomfort arising
         from the making of any repairs, improvements or additions to the
         Premises or the Real Property, nor for any space taken to comply with
         any law, ordinance, or order of any Governmental Authority, except as
         and if expressly provided for herein.

                                  ARTICLE XVII

17.1     AIR AND LIGHT

         17.1     This Lease does not grant any rights to air and light.

                                  ARTICLE XVIII

18.1     DEFAULT

         18.1 Each of the following, whether occurring before or after the
         Commencement Date, shall be deemed a Default by Tenant and a breach of
         this Lease: (1) the filing of a petition by or against Tenant for
         adjudication as a bankrupt, or for reorganization, or for arrangement
         under any bankruptcy act; (2) the commencement of any action or
         proceeding for the dissolution or liquidation of Tenant, whether
         instituted by or against Tenant, or for the appointment of a receiver
         or trustee of the property of Tenant under any state or federal statute
         for relief of debtors; (3) the making by Tenant of an assignment for
         the benefit of creditors; (4) the suspension of business by Tenant or
         any act by Tenant amounting to a business failure; (5) the filing of a
         tax lien or a mechanics' lien against any property of Landlord or
         Tenant, which filing is not bonded or removed within five (5) days
         after notice thereof from Landlord; (6) Tenant's causing or permitting
         the Premises to be vacant, for a period in excess of ten (10) days or
         abandonment of the Premises by Tenant; (7) failure by Tenant to pay
         Landlord when due the Basic Rent, Additional Rent or any other sum by
         the time required by the terms of this Lease which failure is not cured
         within five (5) business days after notice thereof from Landlord; (8) a
         failure by Tenant in the performance of any other term, covenant,
         agreement, or condition of this Lease on the part of Tenant to be
         performed, which failure, if curable, is not cured within thirty (30)
         days (or such longer period as may be necessary, so long as Tenant is
         diligently and continuously undertaking such cure) after notice thereof
         from Landlord; (9) a default by Tenant under any other lease or
         sublease with Landlord.

         18.2 Notwithstanding anything herein to the contrary, Landlord shall
         not be required to provide Tenant with more than two (2) notices of
         default during the Term of this Lease, regardless of the cause giving
         rise to, or the nature of the default. Tenant herein waives any notice
         requirements found elsewhere in this Lease beyond the number described
         herein.

                                   ARTICLE XIX

19.1     LANDLORD'S RIGHTS UPON TENANT'S DEFAULT

         19.1 Upon a Default by Tenant the following provisions shall apply and
         Landlord shall have the rights and remedies set forth therein which
         rights and remedies may be exercised upon or at any time following the
         occurrence of a Default unless, prior to such exercise, Landlord shall
         agree in writing with Tenant that the Default has been cured by Tenant
         in all respects.

         19.2 Landlord shall have the right to sue for unpaid Basic Rent,
         Additional Rent and for all other sums owed to Landlord, or to
         accelerate all Basic Rent and all expense installments due hereunder
         and otherwise payable in installments over the remainder of the Term,
         and, at Landlord's option, any other Additional Rent and/or other
         charges to the extent that such Additional Rent and/or other charges
         can be determined and calculated to a fixed sum; and the amount of
         accelerated rent and other charges, without further notice or demand
         for payment, shall be due and payable by Tenant within five (5) days
         after Landlord has so notified Tenant. Additional Rent and/or other
         charges which has not been included, in whole or in part, in
         accelerated rent, shall be due and payable by Tenant during the
         remainder of the Term, in the amounts and at the times otherwise
         provided for in this Lease.
<PAGE>

         Notwithstanding the foregoing or the application of any rule of law
         based on election of remedies or otherwise, if Tenant fails to pay the
         accelerated rent in full when due, Landlord thereafter shall have the
         right by notice to Tenant, (i) to terminate Tenant's further right to
         possession of the Premises and (ii) to terminate this Lease under
         paragraph 19.3 below; and if Tenant shall have paid part but not all of
         the accelerated rent, the portion thereof attributable to the period
         equivalent to the part of the Term remaining after Landlord's
         termination of possession or termination of this Lease shall be applied
         by Landlord against Tenant's obligations owing to Landlord as
         determined by the applicable provisions of paragraphs 19.4 and 19.5
         below.

         19.3 By notice to Tenant, Landlord shall have the right to terminate
         this Lease as of a date specified in the notice of termination and in
         such case, Tenant's rights, including any based on any option to renew,
         to the possession and use of the Premises shall end absolutely as of
         the termination date specified in such notice; and this Lease shall
         also terminate in all respects except for the provisions hereof
         regarding Landlord's damages and Tenant's liabilities arising prior to,
         out of and following the Default and the ensuing termination.

         Following such termination (as well as upon any other termination of
         this Lease by expiration of the Term or otherwise) Landlord immediately
         shall have the right to recover possession of the Premises; and to that
         end, Landlord may enter the Premises and take possession, without the
         necessity of giving Tenant any notice to quit or any other further
         notice, with or without legal process or proceedings, and in so doing
         Landlord may remove Tenant's property (including any improvements or
         additions to the Premises which Tenant made, unless made with
         Landlord's consent which expressly permitted Tenant to not remove the
         same upon expiration of the Term), as well as the property of others as
         may be in the Premises, and make disposition thereof in such manner as
         Landlord may deem to be commercially reasonable and necessary under the
         circumstances.

         19.4 Unless and until Landlord shall have terminated this Lease under
         paragraph 19.3 above, Tenant shall remain fully liable and responsible
         to perform all of the covenants and to observe all the conditions of
         this Lease throughout the remainder of the Term; and, in addition and
         without regard to whether Landlord shall have terminated this Lease,
         Tenant shall pay to Landlord, upon demand and as Additional Rent, the
         total sum of all costs, losses and expenses, including reasonable
         counsel fees, as Landlord incurs, directly or indirectly, because of
         any Default having occurred.

         If Landlord either terminates Tenant's right to possession without
         terminating this Lease or terminates this Lease and Tenant's leasehold
         estate as above provided, Landlord shall have the unrestricted right to
         relet the Premises or any part(s) thereof to such tenant(s) on such
         provisions and for such period(s) as Landlord may deem appropriate. It
         is understood that Landlord shall have no obligation to have the
         Premises available for reletting or otherwise endeavor to relet so long
         as Landlord (or any related entity) has other comparable vacant space
         or property available for leasing to others and that notwithstanding
         non-availability of other space or property Landlord's obligation to
         mitigate damages shall be limited to such efforts as Landlord, in its
         sole reasonable judgment, deems appropriate.

         19.5 The damages which Landlord shall be entitled to recover from
         Tenant shall be the sum of:

             (1) all Basic Rent, Additional Rent and other charges accrued and
             unpaid as of the termination date; and

             (2) (i) all costs and expenses incurred by Landlord in recovering
             possession of the Premises, including removal and storage of
             Tenant's property, improvements and alterations therefrom, (ii) the
             costs and expenses of restoring the Premises to the condition in
             which the same were to have been surrendered by Tenant as of the
             expiration of the Term, or, in lieu thereof, the costs and expenses
             of remodeling or altering the Premises or any part for reletting
             the same, (iii) the costs of reletting (exclusive of those covered
             by the foregoing (ii)), including brokerage fees and reasonable
             counsel fees; and

             (3) all Basic Rent, Additional Rent and other charges to the extent
             that the amount(s) of Additional Rent or other charges have been
             determined otherwise payable by Tenant over the remainder of the
             Term; and

             (4) all Basic Rent which would have been due from the Commencement
             Date until the Rent Commencement Date.
<PAGE>

             Less, deducting from the total determined under subparagraphs (1),
             (2), and (3) all rent and all other Additional Rent to the extent
             determinable as aforesaid, (to the extent that like charges would
             have been payable by Tenant) which Landlord receives from other
             tenant(s) by reason of the leasing of the Premises or part during
             or attributable to any period falling within the otherwise
             remainder of the Term.

         The damage sums payable by Tenant under the preceding provisions of
         this paragraph 19.5 shall be payable on demand from time to time as the
         amounts are determined.

         In lieu of the damages payable in subparagraph (1), (2), and (3) of
         this paragraph 19.5, in the event Landlord so elects or relets the
         Premises (or part thereof) during or attributable to any period falling
         within the otherwise remainder of the Term, Landlord shall be entitled
         to recover from Tenant, in a single action, as liquidated damages for
         such sum (in addition to the damages otherwise set forth herein), an
         amount calculated to equal the damages set forth in such subparagraph
         (1), (2), and (3), provided that for the purpose of calculating said
         liquidated damage amount, Additional Rent and other charges shall be
         fixed, from the date of such election or commencement of reletting, as
         the amount of Additional Rent and other charges which would have been
         paid by Tenant, had Tenant not defaulted, as of the date of such
         election or commencement of reletting and, the deduction, if any,
         therefrom as set forth above shall be the fair market rental value of
         the Premises at the date of such election or the then fixed rent
         payable by the terms of such reletting as the case may be.

         19.6 Any sums payable by Tenant hereunder, which are not paid after the
         same shall be due, shall bear interest from that day until paid at the
         rate of interest stated at paragraph 1.3.

         19.7 Landlord shall be entitled to injunctive relief in case of the
         violation, or attempted or threatened violation, of any covenant,
         agreement, condition or provision of this Lease, or to a decree
         compelling performance of any covenant, agreement, condition or
         provision of this Lease.

         19.8 In addition to any applicable lien, none of which are to be deemed
         waived by Landlord, upon the occurrence of an event of default by
         Tenant, Landlord may, in addition to any other remedies provided
         herein, enter upon the Premises and take possession of any and all
         goods, wares, equipment, fixtures, furniture, improvements and other
         personal property of Tenant situated on the Premises, without liability
         for trespass or conversion, and sell the same at public or private
         sale, with or without having such property at the sale, after giving
         Tenant reasonable notice of the time and place of any public sale or of
         the time after which any private sale is to be made, at which sale
         Landlord or its assigns may purchase unless otherwise prohibited by
         law. Unless otherwise provided by law, and without intending to exclude
         any other manner of giving Tenant reasonable notice, the requirement of
         reasonable notice shall be met if such notice is given in the manner
         prescribed in ARTICLE XXVI of this Lease at least five (5) days before
         the time of sale. The proceeds from any such disposition, less any and
         all expenses connected with the taking of possession, holding and
         selling of the property (including reasonable attorney's fees and other
         expenses), shall be applied as a credit against the indebtedness
         secured by the security interest granted herein. Any surplus shall be
         paid to Tenant or as otherwise required by law; and Tenant shall pay
         any deficiencies forthwith.

         19.9 For the purpose of this ARTICLE XIX, in the event of Tenant's
         voluntary or involuntary bankruptcy, should the Tenant as
         Debtor-in-Possession or a Trustee appointed by the Bankruptcy Court,
         attempt to provide adequate assurance of Tenant's ability to continue
         to operate out of the Premises, adequate assurance shall mean, at a
         minimum, the following:

             (i) The Trustee or Debtor-in-Possession has and will continue to
             have sufficient unencumbered assets after the payment of all
             secured obligations and administrative expenses to assure Landlord
             that the Trustee or Debtor-in-Possession will have sufficient funds
             to fulfill the obligations of Tenant under this Lease, and to keep
             the Demised Premises properly staffed with sufficient employees to
             conduct a fully operational, actively promoted business in the
             Premises; and

             (ii) The Bankruptcy Court shall have entered an Order segregating
             sufficient cash payable to Landlord and/or the Trustee or
             Debtor-in-Possession shall have granted a valid and perfected first
             lien and security interest and/or mortgage in property of Tenant,
             Trustee or Debtor-in-Possession, acceptable as to value and kind to
             Landlord, to secure to Landlord the obligation of the Trustee or
             Debtor-in-Possession to cure the monetary and/or non-monetary
             defaults under this Lease within the time periods set forth above.

                                   ARTICLE XX
<PAGE>

20.1     LANDLORD'S REMEDIES CUMULATIVE; EXPENSES

         20.1 All rights and remedies of Landlord herein enumerated shall be
         cumulative, and none shall exclude any other right or remedy allowed by
         law. For the purposes of any suit brought or based hereon, at
         Landlord's option, this Lease shall be construed to be a divisible
         contract, to the end that if Landlord so elects successive actions may
         be maintained on this Lease as successive periodic sums mature
         hereunder.

         20.2 Tenant shall pay, upon demand, all of Landlord's costs, charges
         and expenses, including reasonable fees of counsel, agents and others
         retained by Landlord, incurred in enforcing Tenant's obligations
         hereunder, whether or not incurred in litigation; provided, however,
         that in the event of litigation, then Landlord shall be entitled to
         recover such fees only if Landlord substantially prevails in such
         action.

                                   ARTICLE XXI

21.1     SUBORDINATION, ESTOPPEL AND ATTORNMENT

         21.1 This Lease is subject and subordinate to the lien of any and all
         mortgages (which term shall include both construction and permanent
         financing and shall include deeds of trust and similar security
         instruments) and all ground or other underlying leases from which
         Landlord's title is derived ("ground leases") which may now or
         hereafter encumber or otherwise affect the Real Property or Landlord's
         leasehold therein, and to any and all renewals, extensions,
         modifications, recasting or refinancing thereof. This clause shall be
         self operative and no further instrument of subordination need to be
         required by any mortgagee, trustee or ground lessee. Nevertheless, if
         requested by Landlord, Tenant shall promptly execute such subordination
         certificate or other subordination document requested. Landlord may
         execute said certificate or other document on behalf of Tenant if
         Tenant does not execute said certificate or other document within five
         (5) business days after receiving it and Tenant hereby designates
         Landlord its attorney-in-fact for such purpose. Tenant agrees that if
         any proceedings are brought for the foreclosure of any such mortgage,
         Tenant if requested to do so by the purchaser at the foreclosure sale
         or the grantee of any deed given in lieu of foreclosure, shall attorn
         to such purchaser or grantee, shall recognize the purchaser or grantee
         as the Landlord under this Lease, and shall make all payments required
         hereunder to such new Landlord without any deduction or set-off or any
         kind whatsoever. Tenant agrees that if any proceedings are successfully
         brought for the termination of any ground lease, or if any other remedy
         is successfully exercised by any ground lessor whereby the ground
         lessor succeeds to the interests of tenant under the ground leases,
         Tenant, if requested to do so by the ground lessor, shall attorn to the
         ground lessor, shall recognize the ground lessor as the Landlord under
         this Lease, and shall make all payments required hereunder to such new
         Landlord without deduction or set-off.

         21.2 Both parties agree at any time and from time to time upon not less
         than five (5) business days prior written request by the other party,
         to execute, acknowledge and deliver a statement in writing certifying
         that this Lease is unmodified and in full force and effect (or, if
         there have been modifications, that the same are in full force and
         effect as modified and stating the modifications) and the dates to
         which the Basic Rent and Additional Rent have been paid, and stating
         whether that party knows of any default by the other party under this
         Lease, and, if so, specifying each such known default, it being
         intended that any such statement delivered pursuant to this paragraph
         21.2 shall be given in connection with a sale or financing transaction
         being consummated by the requesting party and may be relied upon by a
         prospective purchaser of the requesting party's interest or a mortgagee
         of Landlord's the requesting parties interest or assignee thereof.

         21.3 If, in connection with obtaining or continuing financing on the
         Premises, the Real Property, or improvements thereto, the Landlord's
         mortgage lender shall request reasonable modifications to this Lease as
         a condition to such financing, Tenant agrees to promptly execute a
         modification document incorporating such modifications; provided that
         said modifications do not increase the monetary obligations of the
         Tenant or, in the Tenant's reasonable judgment, materially adversely
         affect the Tenant's use of the Premises.

                                  ARTICLE XXII

22.1     DAMAGE BY FIRE OR OTHER CASUALTY
<PAGE>

         22.1 If the Premises shall be damaged by fire or other casualty not
         arising from the fault or negligence of Tenant or its servants, agents,
         employees, invitees or licensees or, if such damage irrespective of
         cause shall be insured: (1) except as otherwise provided in subsection
         (2) hereof, the damage shall be repaired by and at the expense of
         Landlord (subject to the receipt of applicable insurance proceeds) and
         the Basic Rent and Additional Rent until such repairs shall be made
         shall be equitably abated according to the part of the Premises which
         is usable by Tenant, unless such damage was caused by the fault or
         negligence of Tenant or its servants, agents, employees, invitees, or
         licensees, in which case no abatement of Basic Rent or Additional Rent
         shall be made. Landlord agrees, at its expense, to repair promptly any
         damage to the Premises, except that Tenant agrees to repair or replace
         its own furniture, furnishings and equipment. No penalty shall accrue
         due to an Excusable Delay. (2) If the Premises are totally damaged or
         are rendered wholly untenantable by fire or other casualty, or if
         Landlord's architect certifies that it cannot be repaired within nine
         (9) months of the casualty or if Landlord shall decide not to restore
         or repair same, or shall decide to demolish the Building or to rebuild
         it, then Landlord shall, within thirty (30) days after final adjustment
         of all the insurance claims from such fire or other casualty, give
         Tenant a notice of such circumstance or decision, and thereupon the
         Term shall expire ten (10) days after such notice is given, and Tenant
         shall vacate the Premises and surrender the same to Landlord. (3) If
         Landlord fails to complete the repair and restoration of the Premises
         within nine (9) months from the date of the casualty (subject to
         Excusable Delays) then Tenant shall have the right to cancel and
         terminate this Lease upon the delivery of a notice to Landlord
         delivered within fifteen (15) days after the expiration of the
         aforesaid nine (9) month period. (4) Landlord agrees that it shall
         diligently pursue all repair and restoration work required on its part
         to be completed hereunder.

         22.2 If the Premises shall be damaged by fire or other casualty arising
         from the fault or negligence of Tenant or its servants, agents,
         employees, invitees or licensees and said damage is not covered under
         the policy or policies of insurance issued to Landlord or Tenant,
         Tenant shall be liable to Landlord as is elsewhere provided in this
         Lease, Landlord shall have the option but not the obligation to restore
         or rebuild the same or to terminate this Lease and Tenant shall
         continue to be responsible to pay Basic Rent and Additional Rent
         without abatement for the entire Term otherwise applicable.
         Notwithstanding anything herein to the contrary, under no circumstances
         shall Tenant have the right to cancel and terminate this Lease in the
         event the Premises shall be damaged by fire or other casualty arising
         from the fault or negligence of Tenant or its servants, agents,
         employees, invitees or licensees.

                                  ARTICLE XXIII

23.1     MUTUAL WAIVER OF SUBROGATION CASUALTY

         23.1 Each party hereto waives any cause of action it might have against
         the other party on account of any loss or damage that is insured
         against under any insurance policy (to the extent that such loss or
         damage is recoverable under such insurance policy) that covers the
         Building, and/or Premises, Landlord's or Tenant's fixtures, personal
         property, leasehold improvements or business and which names Landlord
         or Tenant, as the case may be, as a party insured. Each party hereto
         agrees that it will cause its insurance carrier to endorse all
         applicable policies waiving the carrier's right of recovery under
         subrogation or otherwise against the other party.

                                  ARTICLE XXIV

         24.1 If the Premises shall be acquired or condemned by eminent domain
         proceeding, or by giving of a deed in lieu of thereof, then and in that
         event, the Term shall cease and terminate from the date of
         title-vesting pursuant to such proceeding or agreement. If only a
         portion of the Premises shall be so acquired or condemned, this Lease
         shall cease and terminate at Landlord's option, and if such option is
         not exercised by Landlord, an equitable adjustment of the Basic Rent
         and Additional Rent payable by Tenant for the remaining portion of the
         Premises shall be made. If 25% or more of the Premises shall be
         acquired or condemned, the Tenant shall also have the option to
         terminate this Lease. In the event of a termination under this ARTICLE
         other than for the adjustment of the Basic Rent and Additional Rent as
         hereinbefore mentioned, Tenant shall have no claim whatsoever against
         Landlord including (without limitation) any claim for the value of any
         unexpired Term; nor shall Tenant be entitled to claim or receive any
         portion of any amount that may be awarded as damages or paid as a
         result of such proceedings or as the result of any agreement made by
         the condemning authority with Landlord. Tenant may apply for
         reimbursement of its moving and
<PAGE>

         relocation expenses from the condemning authority, but Tenant shall
         assert no claim, including (without limitation) any claim for the value
         of any unexpired Term, against the condemning authority that may in any
         way impair or diminish Landlord's claims against such condemning
         authority.

                                   ARTICLE XXV

25.1     CHANGES SURROUNDING BUILDING
         25.1 This Lease shall not be affected or impaired by any change,
         alteration or addition in, to or of any sidewalk, alley, street,
         landscape or structure adjacent to or around the Building or Real
         Property, except as provided in ARTICLE XXIV, and so long as such
         change does not materially reduce the number of parking spaces
         available for Tenant's use or materially impair access to the Building.

         25.2 Any changes in the arrangement or location of any public portion
         of the Building not contained in the Premises or any part thereof shall
         not constitute an eviction or disturbance of Tenant's use or possession
         of the Premises provided such change does not unreasonably interfere
         with Tenant's use of or ingress to and from the Premises and Landlord
         shall be free to make such changes or alterations without liability to
         Tenant

         25.3 Landlord may on sixty (60) days written notice, designate a name
         and address for the Building and may change same from time to time as
         Landlord sees fit or as may be required by law.

                                  ARTICLE XXVI

26.1     NOTICES

         26.1 Except as may be otherwise expressly provided in this Lease,
         notices by either party to the other shall be in writing and shall be
         sent by registered or certified mail, by overnight mail by a reputable
         overnight delivery service or by hand delivery, addressed to Landlord
         or Tenant at their respective addresses hereinabove set forth (or to
         the appropriate facsimile number in the case of delivery by facsimile
         transmission) or to such other address as either party shall hereafter
         designate by notice as aforesaid. All notices properly addressed shall
         be deemed served upon receipt by the addressee or, in the case of
         notice by mail, three (3) days after the date of mailing, except that
         notice of change of address shall not be deemed served until received
         by the addressee.

                                  ARTICLE XXVII

27.1     NO WAIVER

         27.1 No delay or forbearance by Landlord or Tenant, no act or
         undertaking by Landlord or Tenant and/or no waiver by Landlord or
         Tenant of any breach by the other party of any of the terms, covenants,
         agreements, or conditions of this Lease shall be deemed to constitute a
         waiver of any current (unless Landlord so agrees in writing) or
         succeeding breach thereof, or a waiver of any breach of any of the
         terms, covenants, agreements and conditions herein contained.

         27.2 No employee of Landlord or of Landlord's agents shall have any
         authority to accept the keys of the Premises prior to the Termination
         Date and the delivery of keys to any employee of Landlord or Landlord's
         agents shall not operate as an acceptance of a termination of this
         Lease or an acceptance of a surrender of the Premises.

         27.3 The receipt by Landlord of the Basic Rent and Additional Rent with
         knowledge of the breach of any covenant of this Lease shall not be
         deemed a waiver of such breach. No payment by Tenant or receipt by
         Landlord of a lesser amount than the monthly Basic Rent or a lesser
         amount of the Additional Rent then due shall be deemed to be other than
         on account of the earliest stipulated amount then due, nor shall any
         endorsement or statement on any check or any letter or other instrument
         accompanying any check or payment as Basic Rent or Additional Rent be
         deemed an accord and satisfaction and Landlord may accept such check or
         payment without prejudice to Landlord's right to recover the balance of
         such Basic Rent or Additional Rent or pursue any other remedy provided
         in this Lease.

         27.4 The failure of Landlord to enforce any of the Rules and
         Regulations as may be set by Landlord from time to time against Tenant
         or against any other tenant in the Building shall not be deemed a
         waiver of any such Rule or Regulation.
<PAGE>

                                 ARTICLE XXVIII

28.1     LANDLORD'S RESERVED RIGHTS

         28.1 Landlord reserves the following rights: (1) if during or prior to
         the last ninety (90) days of the Term Tenant vacates the Premises, to
         decorate, remodel, repair, alter or otherwise prepare the Premises for
         reoccupancy and, (2) to masterkey all locks to the Premises.

         28.2 Landlord may enter upon the Premises and may exercise either of
         the foregoing rights hereby reserved without being deemed to have
         caused an eviction or disturbance of Tenant's use and possession of the
         Premises and without being liable in any manner to Tenant.

                                  ARTICLE XXIX

29.1     LANDLORD'S LIABILITY

         29.1 Landlord, as well as Landlord's owners, servants, employees,
         agents or licensees, shall not be liable for any injury or damage to
         persons or property resulting from fire, explosion, falling plaster,
         steam, gas, electricity, water, rain, snow, or leaks from any part of
         the Building or from the pipes, appliances, plumbing, or the roof,
         street, subsurface, or from any other place or by dampness, offensive
         odors or noise, or by any other cause of whatsoever nature, unless
         caused by or due to the negligence of Landlord or its agents.

         29.2 Should Tenant enter the Premises prior to the Commencement of this
         Lease for the purpose of making any installations, alterations or
         improvements as may be permitted by Landlord, Landlord shall have no
         liability or obligation for the care or preservation of Tenant's
         property , for personal injury, or otherwise.

         29.3 Tenant agrees to take such steps, at its own cost, as it may deem
         necessary and adequate for the protection of itself, and its agents,
         servants, employees, invitees, and licensees against personal injury
         and property damage, by insurance, as a self-insurer or otherwise.

                                   ARTICLE XXX

30.1     TENANT'S LIABILITY

         30.1 Tenant shall hold Landlord harmless from and indemnify Landlord
         for all expenses, damages, or fines, incurred or suffered by Landlord
         by reason of any breach, violation, or non-performance by Tenant, its
         agents, servants, employees, invitees, or licensees of any covenant or
         provision of this Lease, or by reason of damage to persons or property
         caused by moving property of or for Tenant in or out of the Building,
         or by the installation or removal of furniture or other property of or
         for Tenant or by reason of, or arising out of the carelessness,
         negligence or improper conduct of Tenant, or its agents, servants,
         employees, invitees, and licensees in the use or occupancy of the
         Premises. Any such expense shall be deemed Additional Rent, due in the
         next calendar month after it is incurred.

                                  ARTICLE XXXI

31.1     INSURANCE

         31.1 Tenant covenants to provide on or before the Commencement Date for
         the benefit of Landlord and Tenant a comprehensive policy of liability
         insurance protecting Landlord and Tenant against any liability
         whatsoever occasioned by any occurrence on or about the Premises or any
         appurtenances thereto. Such policy is to be written by insurance
         companies qualified to do business in the State of New Jersey and the
         limits of liability thereunder shall not be less than the amount of
         Three Million Dollars ($3,000,000.00) with respect to any one person,
         with respect to any one accident, and with respect to property damage.
         Such insurance may be carried under a blanket policy covering the
         Premises and other locations of Tenant, if any.

         31.2 Prior to the time such insurance is first required by this ARTICLE
         to be carried by Tenant, and thereafter, at least thirty (30) days
         prior to the expiration of any such policy, Tenant agrees to deliver to
         Landlord either a duplicate original of the aforesaid policy or a
         certificate evidencing such insurance, including the Landlord and the
         managing agent as an additional insured, together
<PAGE>

         with evidence of payment for the policy. Said policy or certificate
         shall contain an endorsement that such insurance may not be canceled
         except upon thirty (30) days notice to Landlord.

         31.3 Upon failure at any time on the part of Tenant to procure and
         deliver to Landlord the policy or certificate of insurance, as
         hereinabove provided, stamped "Premium Paid" by the issuing company at
         least thirty (30) days before the expiration of the prior insurance
         policy or certificate, if any, or to pay the premiums therefore,
         Landlord shall be at liberty, from time to time, as often as such
         failure shall occur, after prior notice, which may be telephonic, to
         procure such insurance and to pay the premium therefore, and any sums
         paid for insurance by Landlord shall be and become, and are hereby
         declared, to be Additional Rent hereunder for the collection of which
         Landlord shall have all the remedies provided for in this Lease or by
         law for the collection of rent. Payment by Landlord of such premium or
         the carrying by Landlord of any such policy shall not be deemed to
         waive or release the default of Tenant with respect thereto. Tenant's
         failure to provide and keep in force the aforementioned insurance shall
         be regarded as a Default hereunder entitling Landlord to exercise any
         or all of the remedies as provided in this Lease in the event of
         Default.

         31.4 Landlord shall carry such insurance as shall in Landlord's
         reasonable business judgment be appropriate and in keeping with that
         customarily maintained by Landlords with respect to buildings similar
         to the Building, in the Livingston, New Jersey area. The provisions of
         this Section 31.4 shall not be construed to prevent the Landlord from
         including the cost of such insurance within Landlord's Operating
         Expenses pursuant to Section 7.3 of this Lease.

                                  ARTICLE XXXII

32.1     CONSTRUCTION LIENS

         32.1 Nothing herein contained shall be construed as a consent on the
         part of the Landlord to subject the estate of the Landlord to liability
         under the Construction Lien Law of the State of New Jersey, it being
         expressly understood that the Landlord's estate shall not be subject to
         such liability. The Tenant shall have no power or right to do any act
         or make any contract which may create or be the format for any lien,
         mortgage or other encumbrance upon the estate of the Landlord.
         Notwithstanding the foregoing, any construction lien filed against the
         Real Property for work claimed to have been done for, or materials
         claimed to have been furnished to Tenant, shall be bonded or discharged
         by Tenant within fifteen (15) days after notice of filing, at Tenant's
         expense. Tenant shall forever indemnify and hold Landlord harmless from
         and against any and all claims arising from said liens including all
         costs, expenses, losses, fines and penalties, including without
         limitation, reasonable attorneys fees related thereto or resulting
         therefrom. This clause shall survive the Term of this Lease.

                                 ARTICLE XXXIII

33.1     NOTICE OF FIRE AND ACCIDENTS

         33.1 Tenant shall give Landlord immediate notice in case of fire or
         accident on the Premises or, in case of fire or accident involving
         Tenant, its servants, agents, employees, invitees, or licensees, in the
         Building or on the Real Property.

                                  ARTICLE XXXIV

34.1     RELEASE OF LANDLORD

         34.1 The term "Landlord" as used in this Lease means only the owner for
         the time being of the Real Property or the lessee of a lease of the
         Real Property. In the event of any transfer of title to or lease of the
         Real Property, the Landlord shall be and hereby is entirely freed and
         relieved of all covenants and obligations of Landlord accruing from and
         after the date of said transfer hereunder and this Lease shall be
         deemed and construed as a covenant running with the Land without
         further agreement between the parties or their successors in interest.

         34.2 Landlord, as well as Landlord's owners, servants, employees,
         agents or licensees, shall be under no personal or recourse liability
         with respect to any of the provisions of this Lease, and if
<PAGE>

         Landlord is in breach or default with respect to its obligations or
         otherwise, Tenant shall look solely to the equity of Landlord in the
         Real Property for the satisfaction of Tenant's remedies. It is
         expressly understood and agreed that Landlord's liability under the
         terms, covenants, conditions, and obligations of this Lease shall in no
         event exceed the loss of its equity in the Real Property.

                                  ARTICLE XXXV

35.1     SECURITY DEPOSIT

         35.1 The irrevocable stand-by letter of credit (the "Letter of Credit")
         to be furnished by Tenant as its Security Deposit shall be delivered to
         Landlord on or before May 18, 2005 and shall be drawn on a bank within
         the State of New Jersey and shall be acceptable to Landlord in its
         reasonable discretion. The Letter of Credit shall either extend for a
         minimum term of sixty-three (63) months from the Commencement Date or
         shall be automatically renewable from year to year until such date
         which shall be not less than sixty-three (63) months after the
         Commencement Date. In the event the Letter of Credit shall, as of any
         date during the Term, by its terms expire within ninety (90) days
         thereafter, and such Letter of Credit shall not have been renewed or
         replaced by a Letter of Credit which complies with the requirements of
         this Section or with a cash Security Deposit, then, such shall
         constitute a Default at any time on or after the date which is ninety
         (90) days before such expiration date.

         35.2 In the event of a default of Tenant in respect of any of the
         terms, covenants or conditions of this Lease not cured in any
         applicable grace or cure period Landlord may use, apply or retain the
         whole or any part of the Security Deposit or present for payment the
         Letter of Credit to the extent required for the payment of any Basic
         Rent, Additional Rent, or any other sum as to which Tenant is in
         default, or for any sum which Landlord may expend or may be required to
         expend by reason of Tenant's Default in respect to any of the terms,
         covenants, or conditions of this Lease, including but not limited to,
         any damages or deficiency accrued before or after summary proceedings
         of other re-entry by Landlord. In the event that Landlord may at any
         time or from time to time use, apply or retain the whole or any part of
         the Security Deposit as aforesaid, Tenant shall immediately restore the
         Security Deposit to the sum thereof prior to any such use, application
         or retention. In the event that Tenant shall fully and faithfully
         comply with all of the terms, covenants, and conditions of this Lease,
         the remaining amount of the Security Deposit shall be returned to
         Tenant, without interest, after the Termination Date and after delivery
         of possession of the entire Premises to Landlord.

         35.3 In the event Tenant shall have delivered the Letter of Credit as
         the Security Deposit, a breach of any of the provisions of Section 35.1
         above shall constitute a Default under this Lease. In the event of a
         Default, Landlord shall have the right to present the Letter of Credit
         for payment either in multiple draws, if the Letter of Credit shall so
         provide, or in one (1) single draw for the entire amount thereof.

         35.4 In the event of a sale of the Real Property or a leasing thereof,
         Landlord shall have the right to transfer the Security Deposit to the
         vendee or lessee, as the case may be, and Landlord shall thereupon be
         released by Tenant from all liability for the return of such Security
         Deposit transferred to the new Landlord; and Tenant agrees to look to
         the new Landlord solely for the return of the Security Deposit; and it
         is agreed that the provisions thereof shall apply to every transfer or
         assignment made of the Security Deposit to a new Landlord. Tenant
         further covenants that it will not assign or encumber, or attempt to
         assign or encumber the Security Deposit and that neither Landlord nor
         its successors or assigns shall be bound by any such assignment, or
         attempted encumbrance.

                                  ARTICLE XXXVI

36.1     SIGNS

         36.1 Tenant shall have the right and privilege of erecting at the
         Premises only such exterior signs as are required by the Tenant for the
         purpose of identifying the Tenant, provided that the Tenant obtains
         prior written approval of Landlord, who shall have the absolute right
         to control the size, material, design and content of such signs which
         signs shall be consistent aesthetically with the signs erected or to be
         erected on or adjacent to the Building of which the Premises are a
         part. The said signs shall comply with the ordinances, rules,
         regulations, and/or standards of any applicable governmental boards and
         bureaus having jurisdiction thereof. The erection of such signs shall
         not cause any damage to the Building or its improvements, and in any
         event Tenant shall be responsible at its cost and expense for the
         repair of any such damage caused by sign installation as hereinabove
         referred to. It is expressly understood and agreed that the Tenant
         shall not erect roof signs, and at
<PAGE>

         the termination of the Term and any renewal term, Tenant, at its cost
         shall remove all signs and repair all damage occasioned by said
         removal.

                                 ARTICLE XXXVII

37.1     GLASS

         37.1 The Tenant expressly covenants and agrees to immediately replace
         any broken glass in the windows or other apertures of the Premises
         which may become damaged or destroyed at its cost and expense, unless
         said damage is the result of the acts of the Landlord, its agents,
         employees, servants and business invitees. Tenant covenants and agrees
         that it will either carry plate glass insurance or, in lieu thereof,
         Tenant will self insure and will, at its own cost and expense, replace
         the said plate glass hereinabove referred to. If Tenant obtains
         insurance coverage, it shall furnish to Landlord a certificate of
         insurance evidencing such coverage together with such renewals thereof,
         as shall be required during the Term of the Lease.

                                 ARTICLE XXXVIII

38.1     HAZARDOUS WASTE, AIR, WATER AND GROUND POLLUTION

         38.1 Tenant hereby warrants that its North American Industry
         Classification System ("NAICS") Code Number is 54169. If Tenant's NAICS
         code shall ever change it shall immediately notify Landlord of such
         change. Tenant shall not (either with or without negligence) cause or
         permit the escape, disposal or release of any biological or chemically
         active or other hazardous substances, or materials. Tenant shall not
         allow the storage or use of such substances or materials in any manner
         not sanctioned by law or by the highest standards prevailing in the
         industry for the storage and use of such substances or materials, nor
         allow to be brought into the Premises, Building or Real Property any
         such materials or substances except to use in the ordinary course of
         Tenant's business, and then only after written notice is given to
         Landlord of the identity of such substances or materials. Without
         limitation, hazardous substances and materials shall include those
         described in the Comprehensive Environmental Response, Compensation and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
         Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
         6901 et seq., any applicable state or local laws and the regulations
         adopted under these acts. If any lender or governmental agency shall
         ever require testing to ascertain whether or not there has been release
         of hazardous materials, then the reasonable costs thereof shall be
         reimbursed by Tenant to Landlord upon demand as additional charges if
         such requirement applies particularly to Tenant's use of the Premises.
         In addition, Tenant shall execute affidavits, representations and the
         like from time to time at Landlord's request concerning Tenant's
         knowledge and belief regarding the presence of hazardous substances or
         materials on the Premises. In all events, Tenant shall indemnify
         Landlord in the manner elsewhere provided in this Lease from any
         release of hazardous materials on the Premises occurring while Tenant
         is in possession, except to the extent resulting from the acts of
         Landlord or Landlord's agents or others acting under Landlord, or
         elsewhere if caused by Tenant or persons acting under Tenant. The
         within covenants shall survive the expiration or earlier termination of
         the Lease Term. The Tenant expressly covenants and agrees to indemnify,
         defend, and save the Landlord harmless against any claim, damage,
         liability, costs, penalties, or fines which the Landlord may suffer as
         a result of Air, Water or Ground Pollution (hereinafter referred to as
         ("Pollution") caused by the Tenant in its use of the Premises. The
         Tenant covenants and agrees to notify the Landlord immediately of any
         claim or notice served upon it with respect to any such claim that the
         Tenant is causing Pollution; and the Tenant, in any event, will take
         immediate steps to halt, remedy or cure any Pollution caused by the
         Tenant by its use of the Premises. The foregoing covenant shall survive
         the expiration or termination of the within Lease.

         38.2. Landlord shall indemnify Tenant from any claims, damage,
         liability, costs, penalties or fines which Tenant may suffer as a
         result of Pollution caused by Landlord, its agents or others acting
         under Landlord, or Pollution existing at the Real Property as of the
         date of this Lease.

                                  ARTICLE XXXIX

39.1     ISRA COMPLIANCE
<PAGE>

         39.1 Tenant shall not cause the Premises to be used as an "Industrial
         Establishment" as defined under the New Jersey Industrial Site
         Remediation Act, N.J.S.A. 12:1K-6 et seq. ("the Act") and all
         regulations promulgated pursuant to the Act. Tenant shall, at Tenant's
         own expense, comply with the Act, Tenant shall, at Tenant's own
         expense, provide all information within Tenant's control requested by
         Landlord or the Bureau of Industrial Site Evaluation for the
         preparation of submissions, declarations, reports and plans pursuant to
         the Act. If the New Jersey Department of Environmental Protection (DEP)
         or any successor agency shall determine that a clean-up plan be
         prepared and that a clean-up be undertaken because of any spills or
         discharges of hazardous substances or wastes at the Premises or
         elsewhere if Tenant or persons acting under Tenant or on behalf of
         Tenant caused such release, then Tenant shall, at Tenant's own expense,
         prepare and submit the required plans and carry out the approved plans.
         Tenant shall indemnify, defend and save harmless Landlord from all
         costs, expenses, fines, suits, procedures, claims and actions of any
         kind arising out of or in any way connected with any such spills or
         discharges of hazardous substances or wastes at the Premises or
         elsewhere if caused by Tenant or persons acting under Tenant or on
         behalf of Tenant. Tenant's obligations and liability under this
         Paragraph shall survive the Term of this Lease and shall continue so
         long as Landlord remains responsible for any spills or discharges or
         hazardous substances or wastes at the Premises. Tenant also agrees to
         cooperate with the Landlord in obtaining ISRA approval.

39.2     CONDITION PRECEDENT TO ASSIGNMENT AND SUBLEASE

         39.2.1 As a condition precedent to Tenant's right to sublet the
         Premises or to assign this Lease, Tenant shall, at Tenant's own
         expense, first comply with ISRA and all other Environmental Laws, and
         fulfill all of Tenant's environmental obligations under this Lease
         pursuant to ARTICLE XXXVII which also arise upon termination of
         Tenant's Lease Term. If this condition shall not be satisfied, the
         Landlord shall have the right to withhold consent to sublet or
         assignment.

                                   ARTICLE XL

40.1     TENANT RELOCATION

         40.1 Notwithstanding any other provisions of this Lease to the
         contrary, the Landlord reserves the right, from time to time, but not
         more than once during the initial Term and not more than once during
         the Extended Period, upon ninety (90) days advance written notice to
         the Tenant, to relocate Tenant to substituted space of approximately
         equal square footage and of comparable quality and location in the
         Building. Such substituted space shall then constitute the Premises
         under this Lease and this Lease shall remain in full force and effect
         without modification except as may be appropriate to take into account
         any differences in the square footage of such substituted space. In
         such event the Landlord shall pay all of Tenant's reasonable costs of
         moving and reinstallation of telephone, computers and other equipment
         in the substituted space and reasonable printing costs for letterhead,
         business cards and announcements. In addition, Landlord shall reimburse
         Tenant for decorating and preparation of the substituted space, in such
         manner as shall be similar or equal to that which existed in the
         Premises; and the reimbursement costs shall be so limited.

                                   ARTICLE XLI

41.1     OPTION TO RENEW

         41.1     Provided that no default has occurred, Tenant shall have one
                  (1) option to extend the Term of its Lease of the Premises,
                  from the date upon which this Lease would otherwise expire,
                  for one (1) period of five (5) years (the "Extended Period")
                  upon the following terms and conditions:

         41.2     If Tenant elects to exercise said option, it shall do so by
                  giving notice of such election to Landlord on or before the
                  date which is nine (9) months before the Termination Date.
                  Tenant agrees that it shall have forever waived its right to
                  exercise any such option if it shall fail for any reason
                  whatsoever to give such notice to Landlord by the time
                  provided herein for giving of the such notice, whether such
                  failure is inadvertent or intentional, time being of the
                  essence as to the exercise of such option.

         41.3     If Tenant elects to exercise said option, the Term shall be
                  automatically extended for the Extended Period without
                  execution of an extension or renewal lease. However, within
                  ten (10) days after request of either party following the
                  effective exercise of such option, Landlord and tenant shall
                  execute, acknowledge and deliver to each other duplicate
<PAGE>

                  originals of an instrument confirming that such option was
                  effectively exercised.

         41.4     If the within option is exercised, the Extended Period shall
                  be upon the same terms and conditions as are in effect
                  immediately preceding the commencement of any such Extended
                  Period; provided, however, that Tenant shall have no further
                  right or option to extend the Term for any period of time
                  beyond the expiration of the Extended Period and provided
                  further, that in the Extended Period Tenant's annual Basic
                  Rent shall be One Hundred Fourteen Thousand Five Hundred and
                  54/100 ($114,500.54) per year payable in equal monthly
                  installments in advance in the amount of Nine Thousand Five
                  Hundred Forty-One and 71/100 ($9,541.71) per month.

         41.5     Any Termination, expiration, cancellation or surrender of this
                  Lease shall terminate any right or option for the Extended
                  Period not yet exercised.

         41.6     The option provided herein to extend the term of the Lease may
                  not be severed from the lease or separately sold, assigned or
                  otherwise transferred.

                                  ARTICLE XLIII

42.1     MISCELLANEOUS

         42.1 ENTIRE AGREEMENT: This Lease contains the entire agreement between
         the parties, and any attempt hereafter made to change, modify,
         discharge, or effect an abandonment of it in whole or in part shall be
         void and ineffective unless in writing and signed by the party against
         whom enforcement of the change, modification, discharge, or abandonment
         is sought.

         42.2 JURY TRIAL WAIVER: Landlord and Tenant do hereby waive trial by
         jury in any action, proceeding, or counterclaim brought by either of
         the parties hereto against the other on any matter whatsoever arising
         out of or in any connection with this Lease, the relationship of
         Landlord and Tenant, Tenant's use or occupancy of the Premises, and/or
         any claim, injury or damage, or any emergency or statutory remedy.

         42.3 FORCE MAJEURE: If, by reason any circumstance or condition
         constituting Excusable Delay, Landlord shall be unable to fulfill its
         obligations under this Lease or shall be unable to supply a service
         which Landlord is obligated to supply, this Lease and Tenant's
         obligation to pay Basic Rent and Additional Rent hereunder shall in no
         way be affected, impaired, or excused.

         42.4 BROKER: The parties mutually represent to each other that neither
         party has dealt with any real estate broker in connection with this
         Lease, other than the Broker whose fee will be paid by Landlord
         pursuant to a separate agreement. Each party indemnifies and holds the
         other harmless of and from any and all claims, liabilities, costs, or
         damages it may incur as a result of claims of any other real estate
         brokers claiming commissions in connection with this Lease and claiming
         authority from the indemnifying party.

         42.5 SEPARABILITY: If any term or provision of this Lease or the
         application thereof to any person or circumstance shall, to any extent,
         be invalid or unenforceable, the remainder of this Lease, or the
         application of such term or provision to persons or circumstances other
         than those to which it is held invalid or unenforceable, shall not be
         affected thereby and all other terms and provisions of this Lease shall
         be valid and enforced to the fullest extent permitted by law.

         42.6     INTERPRETATION:

              42.6.1 Whenever in this Lease any words of obligation or duty are
              used, such words or expressions shall have the same force and
              effect as though made in the form of covenants.

              42.6.2 Words of any gender used in this Lease shall be held to
              include any other gender, and words in singular number shall be
              held to include the plural, when the sense requires.

              42.6.3 All pronouns and any variations thereof shall be deemed to
              refer to the neuter, masculine, feminine, singular, or plural as
              the identity of the Tenant requires.

              42.6.4 No rules of construction shall apply by reason of the
              identity of the draftsperson of the Lease. No remedy or election
              given by any provision in this Lease shall be deemed exclusive
              unless so indicated, but each shall, wherever possible, be
              cumulative with all other remedies in
<PAGE>

              law or equity except as otherwise specifically provided. Each
              provision hereof shall be deemed both a covenant and a condition
              and shall run with the land.

              42.6.5 If, and to the extent that, any of the provisions of any
              Rider to this Lease conflict or are otherwise inconsistent with
              any of the preceding provisions of this Lease, or of the Rules and
              Regulations appended to this Lease, whether or not such
              inconsistency is expressly noted in the Rider, the provisions of
              the Rider shall prevail, and in case of inconsistency with said
              Rules and Regulations, shall be deemed a waiver of such Rules and
              Regulations with respect to Tenant to the extent of such
              inconsistency.

              42.6.6 Tenant agrees that all of Tenant's covenants and agreements
              herein contained providing for the payment of money and Tenant's
              covenant to remove mechanics' liens shall be deemed conditions as
              well as covenants, and that if default be made in any such
              covenants, Landlord shall have all of the rights provided for
              herein.

              42.6.7 The parties mutually agree that the headings and captions
              contained in this Lease are inserted for convenience of reference
              only, and are not to be deemed part of or to be used in construing
              this Lease.

              42.6.8 The covenants and agreements herein contained shall,
              subject to the provisions of this Lease, bind and inure to the
              benefit of Landlord, its successors and assigns, and Tenant, its
              successors and assigns except as otherwise provided herein.

              42.6.9 It is further understood and agreed that wherever the
              provisions of this Lease require that Landlord shall approve or
              consent, Landlord agrees not to unreasonably withhold such prompt
              approval and consent and wherever Tenant is required to do
              anything to the satisfaction of Landlord it shall be deemed except
              as set forth in ARTICLE XII and elsewhere as stated in Lease that
              reasonable satisfaction of Landlord will be sufficient.

              42.6.9.1 This Lease has been executed and delivered in the State
              of New Jersey and shall be construed in accordance with the laws
              of the State of New Jersey, and Landlord and Tenant acknowledge
              that all of the applicable statutes of the State of New Jersey are
              superimposed on the rights, duties, and obligations of Landlord
              and Tenant hereunder and this Lease shall not otherwise provide
              that which said statutes prohibit.

              42.6.9.2 Landlord has made no representations or promises with
              respect to the Premises or the Real Property, except as expressly
              contained herein. Tenant has inspected the Premises and agrees to
              take the same in an "as is" condition, except as other-wise
              expressly set forth. Landlord shall have no obligation, except as
              herein set forth, to do any work in and to the Premises to render
              them ready for occupancy and use by Tenant.

              42.6.9.3 Tenant shall not record this Lease or a memorandum
              thereof.

         42.7 FINANCIAL STATEMENTS: Tenant agrees at Landlord's request to file
         periodically with the Landlord or its mortgagee(s) copies of such
         financial information as is commercially reasonable in light of the
         request.


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


WITNESS:                               LANDLORD:
                                       FIVE REGENT PARK ASSOCIATES
                                       BY: JANFEL-JBS, CORP.,  A GENERAL PARTNER

_____________________________          __________________________________
                                       BY:

WITNESS:                               TENANT:
                                       SWK TECHNOLOGIES, INC.


_____________________________          __________________________________
                                       BY:
<PAGE>

                                    EXHIBIT A
                                    ---------

<PAGE>

                           FIVE REGENT PARK ASSOCIATES
                       C/O EASTMAN MANAGEMENT CORPORATION
                           651 W. MT. PLEASANT AVENUE
                              LIVINGSTON, NJ 07039
                                  (973)992-7727


                              WORKLETTER AGREEMENT

                                       FOR

                             SWK TECHNOLOGIES, INC.

                                  APRIL 8, 2005



To induce Tenant to enter into the Lease (which is hereby incorporated by
reference to the extent that the provisions of this agreement may apply thereto)
and in consideration of the covenants hereinafter contained, Landlord and Tenant
mutually agree as follows: Tenant accepts the Premises in an "As Is" "Where As"
condition, except as expressly stated herein.

1. Landlord, at its sole cost and expense subject to the aforementioned limits,
shall cause to be prepared the following architectural drawings and
specifications:

         A. Complete, finished, detailed architectural drawings and
         specifications for Tenant's partition layout, reflected ceiling and
         other installations, for the work to be done by Landlord under
         Paragraph 2 hereof and pursuant to the attached floor plan "Exhibit A".

         B. Complete mechanical plans and specifications where necessary for
         installation of air conditioning systemand ductwork, heating,
         electrical, plumbing and other mechanical plans, for the work to be
         done by Landlord under paragraph 2 hereof. In the event any special
         engineering services are required for purposes of layout or
         requirements, Tenant shall reimburse Landlord for the cost of such
         engineering services, which shall be performed by Landlord's engineers
         only. Landlord hereby acknowledges that no special engineering services
         will be required for the current layout reflected on Exhibit A. All
         such plans and specifications are expressly subject to Landlord's
         written approval, which Landlord covenants it will not unreasonably
         withhold.

         Tenant covenants and agrees to cause said plans and specifications to
         be approved and forwarded to Landlord within ten (10) days of its
         receipt from Landlord.

2. Landlord, at its expense and without charge to Tenant, will perform the
following work, hereinafter referred to as "Building Standard", in the Premises.
Building Standard shall also mean the type and grade of material, equipment,
and/or device designated by the Landlord as standard for the building:

         A. Furnish and install metal, ceiling height stud partitions with
         drywall (spackled and taped for painting); together with Building
         Standard doors, bucks, and hardware (consisting of office door,
         latchset, and hinges) and 5-7 existing door locks will remain and be
         re-used, as designated by Landlord. All partition work and number of
         doors shall be in accordance with the attached floor plan, "Exhibit A",
         and one (1) entrance door with lock for the demised premises. Emergency
         exit doors will be provided and located as required by code.

           (1) Demising Partitions - Partitions shall be 3-5/8" steel studs 24"
         o.c. with 5/8" gypsum board, fire rated where required to underside of
         structure, and having full thick sound insulation.

           (2) Interior Partitions - Partitions shall be 3-5/8" steel studs 24"
         o.c. with 5/8"gypsum board extending to underside of finish ceiling.

           (3) Entrance door - 3'-0" x 6'-8", glass door.

           (4) Interior doors and frames - all door bucks to be hollow metal.
         Doors will be 3-'0" 6'-8" solid core birch veneer paint or stain grade.
         Existing interior doors are to be re-used.
<PAGE>

         B. Furnish and install Building Standard 2'-0" x 4'-0" x 5/8"
         acoustical hung ceilings, at a height of approximately 9'0". Existing
         to remain and be re-used; all damaged, stained and non-matching tiles
         will be replaced.

         C. Furnish and install Building Standard Carpeting with vinyl cove base
         throughout.

              D. Paint the peripheral walls and all Building Standard
         partitions, doors, door bucks and trim with a prime coat and a finish
         coat in Tenant's choice of Building Standard colors. Color breaks shall
         be at Tenant's extra cost.

         E. Provide a heating, ventilating and air conditioning system with
         peripheral and interior components.

              (1) This system is designed to maintain, within tolerance 78 F
              degrees Fahrenheit dry bulb when the outside temperature is 91
              degrees Fahrenheit dry bulb based on an average of one person per
              100 square feet. During the winter season, the system will be
              capable of maintaining a minimum temperature of 70 degrees
              Fahrenheit dry bulb when the outside temperature is zero (0)
              degrees dry bulb.

              (2) Building Standard will not include any modifications or
              rerouting of heating, ventilating, or air conditioning which is
              necessitated by peculiarities of Tenant's office layout.

              (3) Provide one thermostat and one night set back per HVAC unit.

         F. Provide electrical services and equipment as follows:

              (1) Building Standard recessed fluorescent lighting fixtures in
              the amount necessary to provide 50 foot candles of lighting
              intensity at desk height in work areas. This anticipated level of
              illumination is contingent upon good fixtures layout procedures in
              large spaces, light wall and ceiling finishes throughout, and
              proper placement of lighting fixtures with respect to working
              surfaces in small spaces. Because of the many factors in Tenant's
              furniture and partition layout which affect lighting, it shall in
              no way be interpreted that the Landlord guarantees that the
              fixtures it provides will produce the estimated foot candles of
              illumination at the working plane on each and every square foot of
              Tenant's demised premises.

              (2) Building Standard wall mounted duplex electric outlets - one
              (1) for every one hundred fifty (150) square feet of in the
              demised premises.

              (3) Building Standard wall mounted switch for lighting control -
              one (1) for every eighteen fixtures in open areas, and one (1)
              switch for each private office.

              (4) Electrical wiring within the demised premises for other than
              Building Standard items is not included.

              (5) Provide 1-5 volt amperes per square foot in the demised
              premises (based upon the installation by Landlord of central
              facilities for the joint use of all tenants) for the connection of
              Tenant's standard electrical equipment and installations. In the
              event that Tenant's connected load is ascertained to be excess
              usage, Tenant shall reimburse Landlord for such additional
              equipment as may be needed as set forth in the Lease.

              (6) Landlord shall, at Tenant's cost and expense, supply and
              install all replacement lamps, bulbs and starters used in the
              demised premises.

              (7) Building Standard electric shall not include special wiring
              and power distributing for Tenant's equipment including but not
              limited to computer equipment and separate air conditioning
              related thereto.

              (8) Building Standard electric shall not include furnishings,
              wiring, nor installation of required conduit for the Tenant's
              signal, alarm, and coaxial cable system.

              (9) Building Standard electric shall not include the furnishing,
              wiring, nor installation of required telephone equipment and
              conduit for Tenant's telephone system. The Tenant shall contract
              directly with the telephone company for complete furnishing and
              installation of the Tenant's telephone system.

        G. Provide plumbing as follows:

              (1) Building the existing bathrooms which include standard
              plumbing fixtures in all lavatories consist of water closets,
              lavatories and urinals (where required) of the quantities required
              by the
<PAGE>

              state building code. Landlord to install automatic flush systems.
              Existing water closets will remain; where stained, will be cleaned
              or replaced.

              (2) Provide one hot water heater, either under counter in kitchen
              or above ceiling, at Landlord's option.

              (3) Provide the following kitchen accessories; single basin sink &
              hardware standard size formica countertop with cutout for sink,
              standard sink base.

              (4) Remove Janitor's sink from utility closet.

         H. Landlord will obtain and pay for all permits and inspections
         required for occupancy for Building Standard work and such extra work
         that the Landlord is authorized in writing by the Tenant to perform
         under all stipulations as set forth in this Workletter. Where work is
         to be performed by the Tenant and his subcontractors as stipulated in
         this Workletter and said work requires the issuance of permits and
         requirements for inspections by the agencies maintaining jurisdiction,
         the Tenant shall obtain and pay for said permits and inspections and
         any deficiencies therein shall be the responsibility of the Tenant.

3. If Landlord further agrees to perform, at Tenant's request, and upon
submission by Tenant of necessary plans and specifications, any additional or
non-standard work over and above that specified in Paragraph 2 hereof, such work
shall be performed by Landlord, at Tenant's sole expense, as a Tenant's extra.
Prior to commencement any such work requested by Tenant, Landlord will submit to
Tenant written estimates of the costs of any such work. If Tenant shall fail to
approve any such estimate within one (1) week, the same shall be deemed
disapproved in all respects by Tenant and Landlord shall not be authorized to
proceed thereon. Tenant acknowledges and agrees that it shall be obligated to
pay promptly upon being billed therefor, the cost of all such work, which
obligation shall include ten percent (10%) of such costs for the general
contractor's overhead, ten percent (10%) of such costs for the general
contractor's profit and General Conditions not in excess of two and one half
percent (2 1/2%) of the total costs.

4. It is agreed that notwithstanding the date provided in the Lease for the
Estimated Commencement Date, Tenant's obligation for the payment of Basic Rent
and Additional Rent thereunder shall not commence until Landlord has
"substantially completed" all work to be performed by Landlord as hereinbefore
set forth in Paragraph 2 above and as set forth in the Lease; provided, however,
that if Landlord shall be delayed in substantially completing said work as a
result of:

         A. Tenant's failure to furnish plans and specifications in accordance
         with Paragraph 1 and 3 hereof; or,

         B. Tenant's request for materials, finishes or installations other than
         Landlord's Building Standard; or,

         C. Tenant's changes in the said plans or specifications; or,

         D. The performance by a person, firm or corporation employed by Tenant
         and the completion of the said work by said person, firm or
         corporation; then the Commencement Date of the Terms of said Lease
         shall be accelerated by the number of days of such delay and Tenant's
         obligation to pay Basic Rent and Additional Rent shall commence as of
         such earlier date.

         Landlord will permit Tenant and its agents to enter the demised
         premises prior to the Commencement Date in order that the Tenant may
         perform through its own union contractors such other work and
         decorations as Tenant may desire at the same time Landlord's
         contractors are working in the space. The foregoing license to enter
         prior to the Commencement Date, however, is conditioned upon Tenant's
         workmen and mechanics working in harmony and not interfering with the
         Labor employed by Landlord, Landlord's mechanics or contractors or by
         any other tenant or their contractors. If at any time such entry shall
         cause disharmony or interference therewith, this license may be
         withdrawn by Landlord upon forty-eight (48) hours written notice to
         Tenant. Such entry shall be deemed controlled by all of the terms,
         covenants, provisions, and conditions of said Lease, except as to the
         covenant to pay Basic Rent and Additional Rent. Landlord shall not be
         liable in any way for any injury, loss or damage which may occur to any
         of Tenant's decorations or installations so made prior to the
         Commencement Date the same being solely at Tenant's risk.

5. Tenant's Subcontractor Qualifications and Procedure. Prior to the
Commencement Date of the Lease, the Tenant's sub-contractors performing work as
stipulated in Section 3 shall be accepted by the Landlord under the following
provisions:

         A. That the Tenant furnish in writing to the Landlord a listing of said
         Union subcontractors at least seven (7) days prior to said
         subcontractors commencing work.

         B. The Tenant shall furnish the Landlord subcontractors insurance,
         including Workmen's Compensation and Public Liability and Property
         Damage Insurance, all in the amounts and with companies conducting
         business in New Jersey and/or forms acceptable to Landlord.
<PAGE>

         C. Tenant's subcontractors shall where applicable maintain a license as
         a contractor with the municipality and all other enforcement agencies
         having jurisdiction.

         D. The Landlord shall provide the Tenant at least fifteen (15) business
         days prior to the Lease Commencement Date to have the Tenant's
         subcontractors commence their portion of the work provided that the
         Landlord's portion of the work in the demised premises has progressed
         to a point where the Tenant's subcontractors will not be unduly
         interfering with the work of the Landlord in the judgment of the
         Landlord.

         E. Access to the demised premises for the Tenant's sub-contractors
         shall be during normal working hours and Tenant shall receive without
         charge, water, heat, ventilation or cooling but only to the extent that
         such services are being supplied to the Landlord at the demised
         premises at the time. Tenant shall pay for hoist and rubbish removal
         service in connection with its work. The Tenant's subcontractors may
         have access to the demised premises beyond normal working hours with
         the Landlord's approval and the Tenant shall pay utility overtime
         charges on an hourly basis as defined in the Lease. The Tenant shall
         pay Landlord all costs incurred by Landlord for maintaining Landlord's
         superintendents and subcontractors in the demised premises as required
         by codes and/or union jurisdiction for all overtime work being
         performed by Tenant's subcontractors.

         F. If at any time, the Tenant's subcontractors cause interference
         and/or disharmony with the Landlord prior to the commencement of the
         Lease, the Tenant's (and his subcontractors) right to such access and
         entry shall be withdrawn by the Landlord immediately upon the Tenant
         being notified of such proposed action. Tenant's notification shall be
         by fax.

         G. The Tenant (and his subcontractors) access and entry shall be deemed
         to be under all of the terms, covenants, provisions and conditions of
         the Lease except as the covenant to pay rent.

         Landlord shall not be liable in any way for injury, loss or damage
         which may occur to any Tenant's decorations, furnishings or
         installations so made prior to the commencement of the term of this
         lease excepting for items stipulated in this Workletter. Items
         exclusive of those specified in this Workletter shall be installed
         solely at the Tenant's risk unless prior written approval is granted by
         Landlord to Tenant, where Landlord agrees to make provisions for
         security for such items.
<PAGE>

                              RULES AND REGULATIONS
                              ---------------------

         1. Tenant shall not obstruct or permit its employees, agents, servants
invitee or licensees to obstruct, in any way, the sidewalks, entry passages,
corridors, halls, stairways or elevators of the building, or use the same in any
way other than as a means of passage to and from the offices of Tenant; bring
in, store, test or use any materials in the Building; smoke in any elevator;
throw substances of any kind out of the windows or doors, or down the passages
of the Building, or in the halls or passageways; sit on or place anything upon
the window sills; or clean the windows.

         2. The cost of repairing any damage to the public portions of the
Building or to any common areas, caused by a tenant or the servants, agents,
employees, licensees, or invitees of a tenant, shall be paid by such tenant.


         3. Waterclosets and urinals shall not be used for any purpose other
than those for which they were constructed, and no sweepings, rubbish, ashes,
newspaper or any other substances of any kind shall be thrown into them. Waste
and excessive or unusual use of electricity or water is prohibited.

         4. The windows, doors, partitions and lights that reflect or admit
light into the halls or other places of the Building shall not be obstructed. NO
SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED OR
DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS, except as may be required by law
or agreed upon by the parties; and no sign, advertisement or notice shall be
inscribed, painted or affixed on any doors, partitions or other part of the
inside of the Building, without prior written consent of Landlord. If such
consent be given by Landlord, any such sign, advertisement, or notice shall be
inscribed, painted or affixed by Landlord, or a company approved by Landlord,
but the cost of the same shall be charged to and be paid by Tenant, and Tenant
agrees to pay the same promptly, on demand. Landlord will allow Tenant to place
a sign consisting of individual white vinyl letters, on the glass doors or
adjacent thereto, the design, size and content of which must be approved in
writing by Landlord prior to installation. Tenant shall be responsible for the
cost of repairing any damage caused by the said sign or signs.

         5. INTENTIONALLY LEFT BLANK.

         6 When electric wiring of any kind is introduced, it must be connected
as directed by Landlord, and no stringing or cutting of wires will be allowed,
except with the prior written consent of Landlord, and shall be done only by
contractors approved by Landlord. No Tenant shall lay floor covering so that the
same shall be in direct contact with the floor of the Premises; and if floor
covering is desired to be used, an interlining of builder's deadening felt shall
be first affixed to the floor by a paste or other material, the use of cement or
other similar adhesive material being expressly prohibited.

         7. Landlord shall have the right to prescribe the weight, size, and
position of all safes and other bulky or heavy equipment and all freight brought
into the Building by any Tenant; and the time of moving the same in and out of
the Building. All such moving shall be done under the supervision of the
Landlord. Landlord will not be responsible for loss of or damage to any such
equipment or freight from any cause; but all damage done to the Building by
moving or maintaining any such equipment or freight shall be repaired at the
expense of Tenant. All safes shall stand on a base of such size as shall be
designated by Landlord. Landlord reserves the right to inspect all freight to be
brought into the Building and to exclude from the Building all freight which
violates any of these Rules and Regulations or the Lease of which these Rules
and Regulations are a part.

         8. No machinery of any kind or articles of unusual weight or size will
be allowed in the Building, without the prior written consent of Landlord.
Business machines and mechanical equipment shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient, in Landlord's judgment, to
absorb and prevent vibration, noise and annoyance to other Tenant's.

         9. No additional lock or locks shall be placed by Tenant on any door in
the Building, without the prior written consent of Landlord. Two keys will
initially be furnished to Tenant by Landlord; two additional keys will be
supplied to Tenant by Landlord, upon request, without charge; any additional
keys requested by Tenant shall be paid for by Tenant. Tenant, its agents and
employees, shall not have any
<PAGE>

duplicate key made and shall not change any lock. All keys to doors and
washrooms shall be returned to Landlord on or before the Termination Date, and,
in the event of a loss of any keys furnished, Tenant shall pay Landlord the cost
thereof.

         10. INTENTIONALLY LEFT BLANK

         11. No bicycles, vehicles or animals of any kind shall be brought into
or kept in or about the Premises.

         12. The requirements of Tenant will be attended to only upon
application at the office of Landlord. Employees of Landlord shall not perform
any work for Tenant or do anything outside of their regular duties, unless under
special instructions from Landlord.

         13. The Premises shall not be used for lodging or sleeping purposes,
and cooking therein is prohibited, except for normal microwave use.

         14. Tenant shall not conduct or permit any other person to conduct, any
auction upon the Premises; manufacture or store goods, wares or merchandise upon
the Premises, without the prior written approval of Landlord, except the storage
of usual supplies and inventory to be used by Tenant in the conduct of its
business; permit the Premises to be used for gambling; make any unusual noises
in the Building; permit to be played any musical instrument in the Premises;
permit to be played any radio, television, recorded or wired music in such a
loud manner as to disturb or annoy other tenants; or permit any unusual odors to
be produced upon the Premises.

         15. No awnings or other projections shall be attached to the outside
walls of the Building. No curtains, blinds, shades or screens shall be attached
to or hung in, or used in connection with any window or door of the Premises,
without the prior written consent of Landlord. Such curtains, blinds, and shades
must be of a quality, type, design, and color, and attached in a manner approved
by Landlord.

         16. INTENTIONALLY LEFT BLANK

         17. Canvassing, soliciting and peddling in the Buildings are
prohibited, and Tenant shall cooperate to prevent the same.

         18. There shall not be used in the Premises or in the Building either
by Tenant or by others in the delivery or receipt of merchandise, supplies or
equipment, any hand trucks except those equipped with rubber tires and side
guards. No hand trucks will be allowed in passenger elevators.

         19. Each Tenant, before closing and leaving the Premises, shall ensure
that all windows are closed and all entrance doors locked.

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

         21. Landlord hereby reserves to itself any and all rights not granted
to Tenant hereunder, including, but not limited to, the following rights which
are reserved to Landlord for its purposes in operating the Building; (a) the
exclusive right to the use of the name of the Building for all purposes, except
that Tenant may use the name as its business address and for no other purpose;
(b) the right to change the name or address of the Building, without incurring
any liability to Tenant for so doing; (c) the right to install and maintain a
sign or signs on the exterior of the Building; (d) the exclusive right to use or
dispose of the use of the roof of the Building; (e) the right to limit the space
on the directory of the Building to be allotted to Tenant; (f) the right to
grant to anyone the right to conduct any particular business or undertaking in
the Building.

         22. Tenant shall be required to break down any large boxes; corrugated,
crates or otherwise for Landlord's cleaning service to remove same from the
Building, or Tenant shall be responsible to remove same. Tenant shall not place
any garbage outside its Premises in the Building hallways or common areas at any
time except in the appropriate trash dumpsters as directed by Landlord. Tenant
shall strictly comply with any recycling program which Landlord may have in
place from time to time.

         23. Tenant shall supply its own fire extinguishers throughout the
Premises.
<PAGE>

         24. Tenant shall have the non-exclusive right to use in common with
Landlord and other Tenants of the Building and their employees and invitees the
parking area provided by Landlord for the parking of passenger automobiles,
other than parking spaces specifically allocated to others by Landlord. Landlord
may issue parking permits, install a gate system, and impose any other system as
Landlord deems necessary for the use of the parking area. Tenant agrees that it
and its employees and invitees shall not park their automobiles in parking
spaces allocated to others by Landlord and shall comply with such rules and
regulations for use of the parking area as Landlord may from time to time
prescribe. Tenant further agrees that it shall not burden the parking available
for the Building and agrees that it shall not use more than four (4) parking
spaces per 1,000 square feet of Rentable Area of the Premises as defined in the
Agreement of Lease. Landlord shall not be responsible for any damage to or theft
of any vehicle in the parking area and shall not be required to keep parking
spaces clear of unauthorized vehicles or to otherwise supervise the use of the
parking area. Landlord reserves the right to change any existing or future
parking area, roads or driveways and may make any repairs or alterations it
deems necessary to the parking area, roads and driveways and to temporarily
revoke or modify the parking rights granted to Tenant hereunder.

         25. The Tenant shall not use the Premises or permit the Premises to be
used for the sale of food or beverages.

         26. Smoking of any kind shall be prohibited at all times in the entire
building including but not limited to common public areas of the building,
including the lobbies, hallways, stairways, bathrooms and elevators.

         27. In the event Tenant installs any type of security system within
their premises, Landlord must be notified. Tenant shall provide Landlord with
the appropriate access code to disarm/arm the system in order to gain access to
the Premises in the event of an emergency situation.

28. Tenant shall provide the Landlord with the names and telephone numbers of at
least two (2) individuals who can be contacted after normal working hours in the
event of an emergency.