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                                                                    EXHIBIT 10.3



         LEASE, dated the 21 day of January, 2000 by and between J & B REALTY
ASSOCIATES, L.L.C., a New Jersey Limited Liability Company, ("Landlord") having
an office at 2572 Brunswick Pike, Lawrenceville, New Jersey 08648 and SECURE
COMMERCE SERVICES, INC., a Delaware Corporation, t/a Paytrust ("Tenant"), having
an office at 29 Emmons Drive, Bldg. B, Princeton, New Jersey 08540-5919.

                                   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:

                                   ARTICLE 1.
                     BASIC LEASE PROVISIONS AND DEFINITIONS


         1.1  BASIC LEASE PROVISIONS

              (a)      Building Address:
                       2572 Brunswick Pike
                       Lawrenceville, New Jersey 08648

              (b)      Real Property:
                       Block 2206, Lot 3.01, Township of Lawrence County of
                       Mercer, State of New Jersey.

              (c)      Landlord Rent and Notice Address:
                       J & B Realty Associates, L.L.C.
                       2572 Brunswick Pike
                       Lawrenceville, N.J. 08648
                       Telefax No.: (609) 883-8404

              (e)      Tenant's Current Address:
                       29 Emmons Drive, Bldg. B
                       Princeton, New Jersey 08540-5919
                       Telefax No.: (609) 720-1819

              (f)      Tenant's Notice Address (upon occupancy):


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                       2572 Brunswick Pike
                       Lawrenceville, N.J. 08648
                       Telefax No.: ________

              (g)      Initial Term:
                       Sixty (60) months

              (h)      Renewal Term(s):
                       Sixty (60) months

              (i)      Security Deposit:
                       (1)  $86,527.38 - Initial Term; $91,678.00 - Renewal Term
                       (2)  $250,000.00 Standby Letter of Credit

              (j)      Rentable Area of Premises:
                       50,266 square feet consisting of 16,500 square feet
                       office space and 33,766 square feet office space
                       converted from warehouse space

              (k)      Location of Premises:
                       Portion of the first (1st) floor of the building
                       located at 2572 Brunswick Pike, Lawrence Township,
                       Mercer County, New Jersey

              (l)      Permitted Use:
                       Executive and general offices purposes, except for
                       uses in connection with a pharmaceutical, printing,
                       or packaging business.

              (m)      Building Size:
                       189,000 Rentable Square Feet

              (n)      Parking Areas:
                       Cars: 200 unassigned parking spaces

              (o)      Guarantors: N/A

              (p)      Specified Broker(s):
                       Commercial Property Network
                       919 Alexander Road
                       Princeton, New Jersey 08540

              (q)      Base Rent:


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                       (1)      Initial Term: $393,495.00 per annum
                                [$140,250.00 per annum ($8.50 per square
                                foot net for renovated office space X 16,500
                                square feet of office space) plus
                                $253,245.00 per annum ($7.50 per square foot
                                net for office space converted from
                                warehouse space X 33,766 square feet of
                                converted warehouse space)] payable in equal
                                monthly installments of $32,791.25.

                       (2)      Renewal Term: $424,403.00 per annum
                                [$154,275.00 per annum ($9.35 per square
                                foot net for renovated office space X 16,500
                                square feet of office space) plus
                                $270,128.00 per annum ($8.00 per square foot
                                net for office space converted from
                                warehouse space X 33,766 square feet of
                                converted warehouse space)] payable in equal
                                monthly installments of $35,366.92

              (r)      Additional Rent:

                       (3)      Initial Term:  (a) $62,832.50 per annum ($1.25
                                               per square foot for real estate
                                               taxes and common area maintenance
                                               expense) payable in equal monthly
                                               installments of $5,236.04.

                                               (b) $62,832.50 per annum ($1.25
                                               per square foot for utilities)
                                               payable in equal monthly
                                               installments of $5,236.04.

                                               (c) Tenant's Proportionate Share
                                               of increase in Real Estate Taxes
                                               on Property over the preceding
                                               year Fiscal Year. The total
                                               amount of real estate taxes on
                                               the Property for the 1999 Fiscal
                                               Year are $87,040.00.

                       (4)      Renewal Term:  (a) $75,399.00 per annum ($1.50
                                               per square foot for real estate
                                               taxes and common area maintenance
                                               expense) payable in equal monthly
                                               installments of $6,283.25.

                                               (b) $75,399.00 per annum ($1.50
                                               per square foot for utilities)
                                               payable in equal monthly
                                               installments of $6,283.25.


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                                               (c) Tenant's Proportionate Share
                                               of increase in Real Estate Taxes
                                               on Property over the preceding
                                               Fiscal Year.

                           If, at any time during the term of this Lease, the
                           HVAC system servicing the Premises becomes separately
                           metered to Tenant, then the additional rent for
                           utilities shall be reduced by $0.25 per square foot.

                  (s)      Tenant's Proportionate Share:
                           26.6%

                  (t)      Lease Interest Rate:
                           Prime Rate plus two percent (2%) per annum.

                  (u)      Exhibits A through C are attached hereto and made a
                           part hereof.

                  (v)      Tenant's S.I.C. number:


         1.2      DEFINITIONS

         In addition to the words and terms elsewhere defined in this Lease, the
following words and terms as used in this Lease shall have the following
meanings:

                  (a) Additional Rent: All obligations or charges of any type or
nature payable pursuant to this Lease other than Base Rent.

                  (b) Base Rent: The sum set forth in Section 1.1 (q).

                  (c) Building: That structure containing 189,000 rentable
square feet located on the Real Property in which the Premises are located.

                  (d) Business Days: All days except Saturday, Sunday and all
days observed by the State and Federal governments as legal holidays.

                  (e) Commencement Date: The earlier to occur of (1) the day on
which at least 2,000 square feet of the Premises are ready for occupancy (as
defined in Article 7) or (2) the day Tenant or anyone claiming under or through
Tenant, first occupies any portion of the Premises for business.


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                  (f) Common Area(s): Any area(s) in the Building provided for
the common use or benefit of tenants generally and/or for the public located in
the Building and those portions of the Real Property which are provided and
maintained for the common use and benefit of Landlord and tenants of the
Building generally and employees and invitees and licensees of Landlord and such
tenants including without limitation all parking areas, driveways, walkways,
landscaped areas, drainage facilities, detention areas, and building signs.

                  (g) Common Area Maintenance Charges ("C.A.M."); Operating
expenses for the Common Areas, taxes and insurance as more fully set forth in
Article 15.

                  (h) Expiration Date: Noon of the last day of the last calendar
month of the last Lease Year.

                  (i) Fiscal Year: The twelve (12) month period commencing
January 1 and ending on the following December 31.

                  (j) Lease Year: Each twelve (12) month period beginning on the
Commencement Date and each anniversary thereof, provided the Commencement Date
is on the first day of a month. If the Commencement Date falls on a day other
than the first day of a month, then the first Lease Year shall begin on the
first day of the calendar month next following the Commencement Date.

                  (k) Normal Business Hours: The hours of 8:00 AM to 6:00 PM
during Business Days.

                  (l) Partial Lease Month: If the Commencement Date falls on a
day other than the first day of a month, the period of time from the
Commencement Date through the end of the calendar month in which the
Commencement Date falls.

                  (m) Premises: The portion of the floor(s) of the Building
consisting of approximately 50,266 square feet of space on the first (1st)
floor, as delivered to Tenant for occupancy in phases in accordance with the
terms hereof, and all Tenant's Finish Work therein to be provided by Landlord,
and all rights and appurtenances related thereto, as more particularly shown on
Exhibit A, annexed hereto and made a part hereof.

                  (n) Prime Rate: The Prime Rate published from time to time by
Sovereign Bank (or similar institution if such rate ceases to be published)
which prime rate shall be its published prime rate and not necessarily the
lowest rate charged to its most credit worthy customers.


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                  (o) Real Property: All that certain real property situated in
the County of Mercer, State of New Jersey on which the Building and all
improvements now or hereafter located thereon are located.

                  (p) Rent: All Base Rent and Additional Rent together with all
adjustments thereto.

                                   ARTICLE 2.
                                    PREMISES

         2.1 Landlord hereby leases to Tenant and Tenant hereby hires from
Landlord the Premises in the Building situate on the Real Property together with
the right to use in common with other tenants of the Building, their invitees,
customers and employees the Common Areas.

                                   ARTICLE 3.
                                  TERM OF LEASE

         3.1 The term of this Lease shall begin on the Commencement Date and end
on the Expiration Date, or shall end on such earlier time and date upon which
said term may expire or be terminated pursuant to the terms or covenants of this
Lease or pursuant to law.

                                   ARTICLE 4.
                                       USE

         4.1 Tenant shall use and occupy the Premises only for the Permitted
Uses and for no other purpose and may not alter the Permitted Uses or square
footage of the Permitted Use(s) without the prior written consent of Landlord
which may be withheld in Landlord's discretion or granted subject to conditions.

         4.2 If any governmental license or permit, other than a Certificate of
Occupancy and all of the Landlord approvals, permits, and certificates required
to obtain same, shall be required for the proper and lawful conduct of Tenant's
business in the Premises, or any part thereof, Tenant, at its sole 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. Landlord represents and warrants
that Tenant's use of the Premises for executive and general offices purposes is
and will be permitted by all Statutes and that electricity, water, heating,
ventilating, air conditioning, and plumbing, at the level generally provided for
similar uses in comparable buildings in the vicinity of the Building, will be
available to Tenant at all times during the Initial Term and Renewal term
subject to Section 16.2. Notwithstanding anything to the contrary set forth in
this Lease, Tenant shall not be required to construct or pay the cost of
complying with any covenants, conditions, restrictions


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and encumbrances affecting the Premises, underwriter's requirements or statutes
requiring construction of improvements in the Premises which are properly
capitalized under generally accepted accounting principles, unless such
compliance is necessitated solely because of Tenant's use of the Premises or
Tenant's repair obligations pursuant to Article 8 hereof.

         4.3 Tenant shall not at any time use or occupy, nor do or permit
anything to be done in the Premises, in violation of any certificate of
occupancy (or other similar certificate) governing the use and occupancy of the
Premises.

         4.4 Tenant's use of the Premises shall be subject at all times during
the term to reasonable rules and regulations adopted by Landlord governing the
use thereof. Tenant expressly acknowledges receipt of a copy of the existing
Rules and Regulations which have been adopted by Landlord as of this date and
incorporated herein as Exhibit B.

         4.5 Landlord reserves the right from time to time to reasonably
suspend, amend or supplement its Rules and Regulations applicable to the
Premises, provided same do not adversely interfere with Tenant's operations or
the intended use hereof, and Tenant agrees to comply with all such Rules and
Regulations upon advance written notice of the same from Landlord.

         4.6 In case of any conflict or inconsistency between the provisions of
this Lease and any of the Rules and Regulations as originally promulgated or as
changed, the provisions of this Lease shall control.

         4.7 Tenant shall have no right to use any part of the roof of the
Building or the exterior Building walls.

                                   ARTICLE 5.
                          BASE RENT AND ADDITIONAL RENT

         5.1 Except as modified below in Section 5.7, Tenant shall pay to
Landlord Base Rent for each Lease Year during the term, without demand or notice
and without any setoff or deduction, in equal monthly installments on the first
day of each month in advance together with any and all other sums due and owing
Landlord in accordance with this Lease.

         5.2 The first monthly installment of Base Rent shall be due and payable
by Tenant on the date hereof. Base Rent for the Partial Lease Month, if any,
shall be prorated and shall also be due and payable by Tenant on the
Commencement Date.

         5.3 Tenant shall pay to Landlord as Additional Rent: (1) the amounts
set forth under Section 1.1 (r) (1) (a) for real estate taxes and C.A.M.
charges, (2) the amounts set forth under Section 1.1 (r) (1) (b) for utilities,
(3) an amount equal to any increase in the real estate taxes on


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the Property for each Fiscal Year of the Lease term over the real estate taxes
on the Property for the previous Fiscal Year of the Lease term, multiplied by
Tenant's Proportionate Share, and (4) all such other sums of money as shall
become due from and payable by Tenant to Landlord hereunder (for default in
payment in each instance Landlord shall have the same remedies as for a default
in payment of Base Rent).

         5.4 Tenant shall pay to Landlord Rent at the address of Landlord set
forth in this Lease or at such other place as Landlord may hereinafter from time
to time designate to Tenant in accordance with the notice provisions of this
Lease. All payments due from Tenant to Landlord pursuant to this Lease shall be
paid in legal tender of the United States.

         5.5 Payments of Rent which are not received within ten (10) days after
receipt of written notice from Landlord that such payment is due will be subject
to a late charge of five percent (5%) of the unpaid amount, or $100.00,
whichever is greater. This amount is in compensation of Landlord's additional
cost of processing late payments. In addition, payments of Rent and any other
monetary obligation due Landlord from Tenant not received by Landlord when due
shall accrue interest at the Lease Interest Rate (but if such rate exceeds the
maximum interest rate permitted by law, such rate shall be reduced to the
highest rate allowed by law) from the date on which it was due until the date
full payment (including accrued interest) is received by Landlord.

         5.6 Provided that Tenant fails to perform any non-financial term,
covenant or condition of this Lease and Tenant fails to cure such default within
thirty (30) days after receipt of written notice from Landlord, or fails to
commence cure within thirty (30) day period where such default could not be
reasonably cured within said thirty (30) day period. Landlord, at its election,
shall have the right (but not the obligation) to pay for or perform any act
which requires the expenditure of any sums of money by reason of the failure or
neglect of Tenant to perform any of the provisions of this Lease. In the event
Landlord shall at its election pay such sums or perform such acts requiring the
expenditure of monies, Tenant agrees to reimburse and pay Landlord within ten
(10) days of demand all such sums reasonably incurred by Landlord together with
interest thereon at the Lease Interest Rate and such sums shall be deemed
Additional Rent hereunder and be payable by Tenant as such.

         5.7 Notwithstanding the foregoing, Tenant hereby acknowledges that the
Premises shall be deemed to be ready for occupancy in phases and that the
obligations of Tenant to pay Base Rent and Additional Rent shall commence as
such phases are deemed to be ready for occupancy as defined in Article 7 of this
Lease. Accordingly, Tenant shall pay Base Rent and Additional Rent only for such
portion of the Premises that becomes deemed ready for occupancy as defined in
Article 7 of this Lease. Tenant hereby acknowledges that the first 16,500 square
feet of office space shall be renovated office space and therefore the Base Rent
shall be calculated based upon the renovated office rate as set forth in Section
1.1 (q)(1).


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                                   ARTICLE 6.
                           PREPARATION OF THE PREMISES

         6.1 The Premises shall be completed and prepared for Tenant's occupancy
in phases, in the manner, and subject to the terms, conditions and covenants,
set forth in the scope of work attached hereto as Exhibit C. The facilities,
materials and work so to be furnished, installed and performed in the Premises
by Landlord at its expense are hereinafter called "Landlord's Work". Such other
installations, materials and work which may be undertaken for the account of
Tenant by Landlord to finish, equip, decorate and furnish the Premises for
Tenant's occupancy are hereinafter called "Tenant's Work". In connection with
Tenant's Work, Tenant shall pay to Landlord all sums due from Tenant to Landlord
prior to the commencement of the work. Landlord's Work and Tenant's Work shall
collectively be known as "Tenant's Finish Work". After review and completion of
the final construction drawings, Landlord reserves the right to notify Tenant of
any restoration Tenant shall be responsible for upon the termination of this
Lease.

                                   ARTICLE 7.
                WHEN PREMISES SHALL BE DEEMED READY FOR OCCUPANCY

         7.1 The Premises shall be deemed ready for occupancy on the earliest
date on which all of the following conditions have been met:

             (a) A certificate of occupancy (temporary or final) has been issued
by the applicable governmental authorities, allowing Tenant's Permitted Use of
the Premises; and

             (b) Landlord's Work, and so much of Tenant's Work as Landlord shall
have undertaken in accordance with Exhibit C or by separate agreement, in the
Premises have been substantially completed. The Premises shall be deemed
substantially completed notwithstanding the fact that minor or insubstantial
details of construction, mechanical adjustment, decoration or special Tenant
Finish Work remain to be performed, the noncompletion of which does not
materially interfere with Tenant's use of the Premises for its intended purpose.

             (c) Notwithstanding anything herein to the contrary, (i) Tenant
hereby acknowledges that 2,000 square feet of office space is ready for
occupancy upon the execution hereof and Tenant agrees to accept said office
space in "as is" condition, and (ii) Landlord shall not be obligated to perform
any of Tenant's Finish Work unless and until the Letter of Credit is delivered
to Landlord in accordance with the terms of Article 49 hereof.

         7.2 If the occurrence of any of the conditions listed in Section 7.1,
and thereby the making of the Premises ready for occupancy, shall be delayed by
the gross negligence or willful


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misconduct of Tenant or any of its employees, agents, or contractors, the
Premises shall be deemed ready for occupancy on the date when they would have
been ready but for such delay and the Commencement Date shall be accelerated by
the number of days of such delay. In addition, Tenant shall reimburse Landlord
for any and all reasonable losses, costs and damages reasonably suffered by
Landlord caused by such delay.

         7.3 If and when Tenant shall take actual possession of the Premises, it
shall be conclusively presumed that the same were in satisfactory condition as
of the date of such taking of possession, unless within thirty (30) days after
such date Tenant shall give Landlord notice specifying the respects in which the
Premises were not in satisfactory condition. Possession of the Premises shall be
conveyed to Tenant in phases in accordance with the dates set forth on Exhibit
C. Nothwithstanding anything to the contrary in this Lease, if the Premises are
not delivered to Tenant within the dates prescribed on Exhibit C, through no
fault of Tenant, then the date Tenant is otherwise obligated to commence payment
of Rent for such phase shall be delayed by one day for each day that actual
possession of such phase of the Premises is delayed beyond the delivery date as
set forth on Exhibit C.

         7.4 Tenant shall have the right to present Landlord with a written list
of incomplete or defective Landlord's Work or Tenant's Finish Work (the "Punch
List") provided however that Tenant shall provide such Punch List within ninety
(90) days from when Tenant shall have taken actual possession of the Premises
(or any portion thereof based on inspection with representatives of Tenant and
Landlord present. Landlord shall proceed diligently to complete all such Punch
List items within thirty (30) days after receipt of Tenant's Punch List and such
additional time as may be reasonably required because of the nature of the
defect, unavailability of materials or supplies or other reasons not subject to
Landlord's control.

                                   ARTICLE 8.
                    MAINTENANCE AND REPAIRS, COVENANT AGAINST
                         WASTE, AND RIGHT TO INSPECTION

         8.1 Tenant shall take good care of the Premises and the fixtures and
appurtenances therein and shall so use, operate and maintain the Premises and
the fixtures and appurtenances so as to keep the same in good order and
condition. Tenant, at its sole cost and expense, shall promptly make all repairs
to the Premises, (except those repairs described in Article 9 which shall be
undertaken by Landlord at Tenant's sole or partial expense) including but not
limited to the exterior entrance doorway, interior passage doors, vestibule,
interior and exterior glass and windows, cabinets, millwork, locks, hardware,
interior walls and finish work, floors and floor coverings, ceilings and
mechanical, HVAC, electrical, and plumbing systems serving only the Premises.
Any repair to the Premises not expressly assumed by Landlord shall be Tenant's
responsibility. Notwithstanding the foregoing, Tenant shall not be required to
make any repairs that are (i) necessitated by the acts or omissions of Landlord
or its agents, employees or


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contractors, (ii) occasioned by casualty pursuant to the terms of Section 18
hereof, (iii) occasioned by condemnation pursuant to the terms of Section 19
hereof, (iv) required as a consequence of any violation of Law by Landlord or
construction defect existing as of the date hereof in Tenant's Finish Work, the
Building or Common Area, or (v) for which Landlord receives reimbursement from
others, provided, however, that Landlord shall not be obligated to make any
claims for any such reimbursement.

         8.2 Tenant shall give prompt notice of any repair for which Landlord
may be responsible to undertake, whether at Landlord's or Tenant's expense under
the Lease.

         8.3 Tenant shall keep the Premises in a clean and sanitary condition
(including the interior glass window surfaces) and free from rubbish, flammable
or other objectionable materials. Tenant shall procure and keep in force during
the term of this Lease an agreement for janitorial services which shall be
submitted to Landlord for its prior consent, which consent shall not be
unreasonably withheld.

         8.4 Tenant shall procure and keep in force during the term of this
Lease, service and preventive maintenance contracts upon the heating,
ventilating and air-conditioning equipment systems ("HVAC") and gas fired unit
heaters servicing the Premises with a bonded contractor expressly approved by
Landlord.

         8.5 Tenant shall allow the Landlord to inspect the Premises during
normal business hours upon reasonable notice. Tenant agrees to cooperate with
any service people and make the Premises available to them on a reasonable
basis. Tenant will not do, suffer or commit any act or omission, whether upon
the Premises or otherwise, which might or would result in voiding or impairing
the obligations of any such maintenance contract. Landlord's service people
shall conduct such inspection and any work on the Premises in such a manner as
to minimize the interference with Tenant's use and occupancy of the Premises.

         8.6 Tenant shall advise Landlord of any proposed repair affecting the
mechanical, HVAC, electrical, plumbing, sanitary, sprinkler or other basic
service system servicing the Premises and any repair which would effect the
outside appearance of or strength of the Building, or any of its structural
parts. Tenant shall be entitled to the benefit of any warranties which Landlord
holds on the Premises. Tenant shall not undertake any repair work in a manner
which may void any provision of any such warranty.

         8.7 All repairs undertaken by Tenant shall be done in a good and
workmanlike manner and in compliance with all applicable laws, ordinances and
codes. All materials and workmanship shall be of good quality and at least equal
in quality and class to the original work or installation. All repairs shall be
done as promptly as is possible and practicable under the then existing
circumstances.


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         8.9 The term "repair" or "repairs", as used in this Lease shall be
given its broadest meaning and is intended to include maintenance, replacements,
restorations and/or renewals, when necessary. If Tenant fails to obtain service
contracts as required herein or to make a repair as required herein after
receipt of written notice from Landlord stating such failure, Landlord may, at
its election, cause such repair to be made and the amount so expended together
with interest thereon at the Lease Interest Rate shall be deemed Additional Rent
payable to Landlord from Tenant within ten (10) days of demand by Landlord for
same.

                                   ARTICLE 9.
                             OBLIGATIONS OF LANDLORD

         9.1 Landlord, subject to Landlord's rights contained herein to collect
the costs, in whole or in part, from Tenant, shall keep and maintain (i) the
structural parts of the Premises, including, but not limited to, the foundation,
floor slab, exterior walls, structural framing and load bearing walls and roof
(excluding any mechanical equipment), (ii) all utility and other building
systems serving the Building (other than the Premises), including, without
limitation, the mechanical, HVAC, electrical and plumbing systems, subject to
the provisions of Section 16.2, and (iii)the Common Areas, in good working
order, condition and repair and Landlord shall make, with all due diligence, all
repairs to the same and be responsible for snow removal (including removal of
all accumulations of snow and ice from the roadways and walks and parking lots
leading to, in, and around the Building), general ground maintenance and
landscaping and where any such repairs or maintenance have been necessitated by
the proven misuse or neglect on the part of Tenant or its employees, agents,
licensees or visitors, Landlord shall make the repair and do the requisite work
and the cost thereof together with interest thereon at the Lease Interest Rate
shall be charged to Tenant as Additional Rent payable within ten (10) days after
demand by Landlord.

         9.2 Landlord agrees that in the event that it shall perform work on the
Premises, it shall do so in a good and workmanlike manner and in such a manner
so as to cause minimal inconvenience to Tenant. Notwithstanding the foregoing,
Landlord shall have no liability to Tenant by reason of any inconvenience,
annoyance, interruption or injury to Tenant's business arising from Landlord's
making any repairs, or changes which Landlord is required or permitted by this
Lease, or required by law, to make and the same shall not constitute an
eviction, either constructive, actual or partial, provided that Landlord shall
use due diligence with respect thereto and shall perform such work, except in
case of emergency, at times reasonably convenient to Tenant, and to the extent
practical in such manner as will not materially interfere with Tenant's use and
occupancy of the Premises. Nothing contained herein shall require Landlord to do
any work at any time other than Normal Business Hours if the doing of such work
at other than Normal Business Hours would cause Landlord additional expense.


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         9.4 Tenant hereby acknowledges that Landlord shall not be providing the
security which Tenant may require with respect to its Permitted Use(s). Landlord
and Tenant hereby expressly acknowledge that Tenant shall be required, with the
prior written consent of Landlord, to install such security systems as Tenant
may require with respect to its Permitted Use(s) and that all costs and expenses
with regard to such security to be provided by Tenant shall be at Tenant's sole
cost and expense. Notwithstanding the foregoing, Landlord shall secure all
entranceways, passageways and doorways located around the perimeter of the
Premises in the interior of the Building which are adjacent to office space
leased to other tenants in the building, provided, however, that such
entranceways, passageways and doorways shall remain accessible for emergency
ingress or egress.

         9.5 Tenant acknowledges that as part of the consideration for this
Lease, and in order not to interfere with the rights of other tenants or other
tenants' quiet enjoyment of the common areas of the Building and otherwise
prevent Landlord from performing its services without causing increases to the
cost of such services, Tenant agrees that it shall not permit its employees to
create an unsightly condition from the Premises to the common areas or to the
parking lot, with regard to smoking, including the disposal of cigarettes, in
the courtyard and for outer areas adjacent to the Building and will otherwise
require its employees to act and conduct themselves in the common areas in such
a manner as will not disturb other tenants or the use and enjoyment by other
tenants of the Building.

                                   ARTICLE 10.
                        PARKING AND USE OF EXTERIOR AREAS

         10.1 Tenant and its agents, servants, employees or invitees shall have
the right to use, without additional charge, on a non-exclusive basis in common
with other tenants of the Building the number of parking spaces set forth in
Article 1.1(n). Landlord hereby represents that at least such number of parking
spaces will be available for the use of Tenant and its agents, servants,
employees or invitees. In connection with the use of the access driveways and
parking areas, Tenant shall not use the same in connection with the conduct of
its business so as to interfere with the use by others of the access driveways,
parking areas, other loading areas and with the vehicular traffic in and out of
the Premises.

         10.2 Tenant may not utilize any portion of the land outside of the
Premises for outside storage of any kind.

                                   ARTICLE 11.
                         SIGN(S) AND BUILDING DIRECTORY

         11.1 Except as set forth in Section 11.2 below, no sign, awnings,
canopies, identification advertisement or notice (collectively "signs") shall be
affixed to or placed upon any


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part of the Premises by Tenant, except in such location, manner of fixation, and
of such size, design, text and color as shall be approved in advance in writing
by Landlord and further provided:

              (a) All such signs shall be consistent with the standards for the
Building as now exist or as may be reasonably developed by Landlord;

              (b) Tenant shall obtain all required governmental permits and
approvals;

              (c) All costs and expenses associated therewith are borne solely
by Tenant;

              (d) Tenant, at its sole cost and expense, shall maintain and
repair said signs in compliance with any and all orders, regulations,
requirements and rules of any applicable public authority;

              (e) The erection of signs shall not cause any structural damages
to the Building; and

              (f) Upon Landlord's request, Tenant agrees to remove such signs
and restore the Premises to its original condition, wear, tear and weathering
excepted upon the expiration or earlier termination of this Lease.

         11.2 Tenant may, at Tenant's cost and expense, place a sign with
Tenant's tradename "Paytrust" on the pylon located on the island at the entrance
way on Route One, provided that such sign is in compliance with all laws,
regulations and ordinances.

         11.3 It is expressly understood and agreed that Tenant shall not erect
sign(s) on the roof.

         11.4 Landlord shall have the right without notice to Tenant and without
any liability for damage to the Premises, reasonably caused thereby, to remove
any sign displayed or affixed in violation of this Article and Landlord's costs
hereof shall be charged to Tenant as Additional Rent together with interest at
the Lease Interest Rate payable within ten (10) days after demand by Landlord.

                                   ARTICLE 12.
                                   ALTERATIONS

         12.1 Tenant shall make no changes, alterations, additions,
installations, or substitutions, improvements in the Permitted Uses and/or in
and to the Premises in excess of


                                       14
<PAGE>   15
$5,000.00 (hereinafter collectively "Tenant Changes") without the express prior
written consent of Landlord, which consent shall not be unreasonably withheld,
and then only by contractor's or mechanics approved by Landlord.

         12.2 All proposed Tenant changes shall be submitted to Landlord for its
written approval, at least thirty (30) days prior to the date Tenant intends to
commence work, such submission to include all plans and specifications for the
work to be done, proposed scheduling, and the estimated cost of completion of
the Tenant Changes. If Landlord consents to the Tenant Changes, Tenant may
commence and diligently prosecute to completion the same, under the direction of
Landlord.

         12.3 Notwithstanding the provisions of Section 12.2, all proposed
Tenant Changes to the Premises which shall affect, alter or increase the usage
of:

              (a) The mechanical, electrical, plumbing, sanitary, heating,
ventilating, air-conditioning, sprinkler system or other service systems of the
Building;

              (b) The outside appearance of the Building;

              (c) The strength of the Building or any of its structural parts;

              (d) Any part of the Building outside the Premises; and/or

         12.4 Tenant, at its expense, shall obtain all necessary governmental
permits and certificates for the commencement and prosecution of Tenant Changes
and for final approval thereof upon completion, and shall cause Tenant's Changes
to be performed in compliance therewith and with all applicable laws and
requirements of public authorities, and with all applicable requirements of
insurance bodies, and in good and workmanlike manner, using new materials and
equipment at least equal in quality and class to the original installations in
the Building. Landlord shall cooperate with the Tenant in the application for
any necessary governmental permits or certificates where required. Tenant
Changes shall be performed in such manner as not to unreasonably interfere with
the use by the other tenants of their demises nor interfere with Landlord's
ownership, operation and maintenance of the Building (unless Tenant shall
indemnify Landlord therefor to Landlord's reasonable satisfaction) so as not to
impose any additional expense upon Landlord in the construction, maintenance or
operation of the Building. Throughout the performance of Tenant Changes, Tenant,
at its expense, shall carry or cause to be carried, Worker's Compensation
insurance in statutory limits and general liability insurance for any occurrence
in or about the Building, in which Landlord and its agents shall be named as
parties insured in such limits as Landlord may reasonably prescribe, with
insurers reasonably satisfactory to Landlord and such other insurance as
required in Article 17. Tenant shall furnish Landlord with reasonably
satisfactory evidence that such insurance is in effect at or before the


                                       15
<PAGE>   16
commencement of Tenant Changes and, on request, at reasonable intervals
thereafter during the continuance of Tenant Changes. If any of the Tenant
Changes shall involve the removal of any fixtures, equipment or other property
in the Premises which are not Tenant's Property (as defined in Article 13), such
fixtures, equipment or other property shall be promptly replaced, at Tenant's
expense, with new fixtures, equipment or other property (as the case may be) of
like size and utility and at least equal value unless Landlord shall otherwise
expressly consent in writing, and Tenant shall store such removal fixtures and
at Landlord's request reinstall the original equipment or other property in the
Building.

         12.5 Tenant, at its expense, and with diligence and dispatch, shall
procure the cancellation or discharge of all notices of violation arising from
or otherwise connected with Tenants Changes which shall be issued by any public
authority having or asserting jurisdiction. However, nothing herein contained
shall prevent Tenant from contesting, in good faith and at its own expense, any
such notice of violation, provided that:

              (a) Tenant shall defend, indemnify and hold harmless Landlord
against all liability, loss or damage which Landlord shall suffer by reason of
such non-compliance or contest, including reasonable attorney's fees and other
expenses reasonably incurred by Landlord;

              (b) Such non-compliance or contest shall not constitute or result
in any violation of any superior lease or superior mortgage, or if such superior
lease and/or superior mortgage shall permit such non-compliance or contest on
condition of the taking of action or furnishing of security by Landlord, such
action shall be taken and such security shall be furnished at the expense of
Tenant; and

              (c) Tenant shall keep Landlord advised as to the status of such
proceedings.

         12.6 Tenant agrees that the exercise of its rights pursuant to the
provisions of this Article 12 shall not be done in a manner which would create
any work stoppage, picketing, labor disruption or dispute or violate union
contracts of Landlord or its agents or contractors affecting the Premises.

         12.7 Landlord shall have the absolute right to condition its consent of
a Tenant Change upon:

              (a) Tenant paying a sum as reasonably estimated by Landlord of its
cost of restoring the Premises or portions thereof to a condition substantially
equivalent to that existing immediately prior to the Tenant Changes; and/or


                                       16
<PAGE>   17
              (b) Tenant entering into a Restoration Agreement with Landlord
requiring, without limitation, Tenant (i) to restore the Premises or portions
thereof to its condition immediately prior to the Tenant Changes, (ii) to post
with Landlord such security as Landlord may reasonably require to insure
Tenant's compliance therewith, and (iii) to provide insurance in form and
substance reasonably acceptable to Landlord.

         12.8 In the event Landlord shall hereafter determine in its sole and
absolute discretion, and without any obligation to do so, to erect additional
structures or to construct improvements on all or any portion of the Building,
Tenant hereby consents thereto and to the performance of work necessary to
effect the same and attendant inconvenience caused thereby, provided Landlord
agrees to use reasonable efforts to minimize such attendant inconvenience to
Tenant's ability to utilize the Premises. The design, materials and performance
of necessary work therefor shall be in the sole unrestricted discretion of
Landlord.

                                   ARTICLE 13.
                                TENANT'S PROPERTY

         13.1 The title to all fixtures, equipment, additions, appurtenances,
improvements, repairs and decorations (including without limitation any
carpeting and hard surface, bonded or adhesively affixed flooring, wall
coverings, heating and air conditioning) attached to or built into the Premises
at the commencement of or during the term of this Lease, whether or not by or at
the expense of Tenant shall vest in Landlord upon the installation thereof and
shall be and remain a part of the Premises, shall be deemed the property of
Landlord and shall not be removed by Tenant, except as expressly provided in
this Lease.

         13.2 Notwithstanding the above, all business and trade fixtures,
machinery, equipment and other types of fixtures, whether or not attached to or
built into the Premises by or for the account of Tenant, without expense to
Landlord, which can be removed without permanent structural damage to the
Building, and all furniture, furnishings and other articles of movable personal
property owned by Tenant and located in the Premises (all of which are sometimes
called "Tenant's Property"), shall be and shall remain the property of Tenant
and may be removed by it at any time during the term of this Lease, provided
that if any of Tenant's Property is removed, Tenant shall repair or pay the cost
of repairing any damage to the Premises resulting from such removal. Any
equipment, property or other work for which Landlord shall have granted any
allowance or credit to Tenant shall not be deemed to have been attached to or
built into the Premises by or for the account of Tenant without expense to
Landlord and shall not be considered Tenant's Property. Prior to the Expiration
Date or any earlier termination of this Lease, Tenant at its expense, shall
remove from the Premises all of Tenant's Property and if required by Landlord,
remove all items of work done by or on behalf of Tenant pursuant to Article 12
("Tenant Changes") and Tenant shall repair any damage to the Premises resulting
from such removal and restore the Premises to its condition prior to
installation or construction of such


                                       17
<PAGE>   18
Tenant's Property, or Tenant Changes or as otherwise required by Landlord. If
Tenant fails to remove its Property and/or otherwise fails to perform any
restoration required of it under this Lease, then Tenant shall be deemed a
hold-over Tenant as contemplated in Article 35.

         13.3 Any other items of Tenant's Property (except money, securities and
other like valuables) which shall remain in the Premises after the Expiration
Date or after a period of ten (10) days following an earlier termination date,
may at the option of the Landlord, be deemed to have been abandoned, and in such
case either may be retained by Landlord as its property or may be disposed of,
without accountability to Tenant therefor or any third party with an interest in
same, in such manner as Landlord may see fit at Tenant's sole cost and expense.
Any damage to the Premises in causing removal of Tenant's Property shall be
Tenant's responsibility.

                                   ARTICLE 14.
                               CONSTRUCTION LIENS

         14.1 Tenant shall not suffer any construction lien or notice of unpaid
balance due to be filed against the Premises by reason of work, labor, services
or materials performed or furnished to Tenant or to anyone holding the Premises,
or any part thereof, through or under Tenant. If any construction lien or notice
of unpaid balance due shall at any time be filed against the Premises, (unless
the labor or materials were actually performed for or furnished to Landlord in
connection with its obligations under this Lease) Tenant shall at Tenant's cost,
within fourteen (14) days after knowledge or notice of the filing of any
construction lien or notice of unpaid balance due, cause the same to be removed
or discharged of record by payment, bond, order of a court of competent
jurisdiction, or otherwise.

         14.2 If Tenant shall fail to remove or discharge any construction lien
or notice of unpaid balance due within the prescribed time, then in addition to
any other right or remedy of Landlord, Landlord may, at its option, procure the
removal or discharge of the same by payment or bond or otherwise. Any amount
paid by Landlord for such purpose, together with all legal and other expenses of
Landlord in procuring the removal or discharge of such lien or notice of unpaid
balance due and together with interest thereon at the Lease Interest Rate shall
be and become due and payable by Tenant to Landlord as additional rent, and in
the event of Tenant's failure to pay therefor within fifteen (15) days after
demand, the same shall be added to and be due and payable with the next month's
Rent.

         14.3 Nothing contained in this Lease shall be construed as a consent on
the part of Landlord to subject Landlord's estate in the Premises to any lien or
liability arising out of Tenant's use or occupancy of the Premises.


                                       18
<PAGE>   19
                                   ARTICLE 15.
                         COMMON AREA MAINTENANCE CHARGES

         15.1 Commencing on the Commencement Date and throughout the term of the
Lease, Tenant agrees to pay as Additional Rent the Common Area Maintenance
Charges ("C.A.M.") as set forth in Section 1.1(r)(1).

                                   ARTICLE 16.
                          UTILITY SERVICES AND CHARGES

         16.1 Commencing on the Commencement Date and throughout the term of the
Lease, Landlord shall furnish to the Premises electric, gas and water service.
As consideration for such service, Tenant agrees to pay as Additional Rent the
Utilities Charge as set forth in Section 1.1(r)(2).

         16.1 Notwithstanding the foregoing, in the event that the HVAC unit
shall be separately-metered to the Premises, the Utilities Charges shall be
decreased as set forth in Section 1.1(r)(2) and thereupon Tenant shall pay
directly to the utility company all billings and charges of the utility company
for such HVAC unit during the remainder of the term and also thereafter until
Tenant vacates the Premises and terminates such utility services and shall pay
all charges of the utility companies incident to termination.

         16.2 Landlord shall not be liable in any way to Tenant for any failure
or defect in the supply or character of any utility furnished to the Premises by
reason of any requirement, act or omission of the public utility serving the
Building or for any other reason except for the gross negligence of Landlord or
Landlord's agents.

         16.3 Tenant's use of electric energy in the Premises shall not at any
time exceed the "capacity", as defined herein, of any of the electrical
conductors and equipment in or otherwise serving the Premises. In order to
insure that such "capacity" is not exceeded and to avert possible adverse effect
upon the Building electric service, Tenant shall not, without Landlord's prior
written consent in each instance (which shall not be unreasonably withheld),
connect any additional fixtures, appliances or equipment to the Building
electric distribution system or make any alteration or addition to the electric
system of the Premises existing on the Commencement Date. Should Landlord grant
such consent, all additional risers or other equipment required therefor shall
be provided by Landlord and the cost thereof shall be paid by Tenant as
Additional Rent within ten (10) days of Landlord's demand. As used in this
Section 16.3, the term "capacity" shall be defined as (i) 10,000 kwh per month
during any of the "periods", as defined herein, and (ii) 100 kw demand load at
any time during any of the "periods". As used in this Section 16.3, the term
"periods" shall be the peak, off-peak and intermediate periods as defined by the
utility providing the electrical service to the Premises.


                                       19
<PAGE>   20
         16.4 Tenant, upon written notice to Landlord, may, at its sole cost and
expense, connect to the Premises, up to the five (5) T-1 telephone lines serving
the Building as of the date hereof. Tenant hereby acknowledges that there are
six (6) T-1 telephone lines serving the Building as of the date hereof.

                                   ARTICLE 17.
                                    INSURANCE

         17.1 During the term of this Lease, Tenant shall, at its own cost and
expense, provide and keep in force the following insurance:

              (a) Comprehensive General Liability Insurance relating to the
Premises and its appurtenances on an occurrence basis, including but not limited
to contractual liability in connection with Tenant's indemnity of Landlord
herein with minimum limits of liability in an amount of not less than Two
Million ($2,000,000.00) Dollars combined single limit for bodily injury or death
and/or property damage including water damage and sprinkler leakage;

              (b) "All Risk" property insurance, including coverage for flood
and earthquake and loss of rents, upon Tenant's Property, including decorations,
trade fixtures, furnishings, equipment and all contents of the Premises in an
amount equal to the full replacement value;

              (c) During the course of construction of any Tenant Change and
until completion thereof, Builder's Risk insurance on an "All Risk" basis on a
completed value form for full replacement value covering the interest of
Landlord and Tenant (and their respective contractors and subcontractors), and
Landlord's mortgages in all work incorporated in the Building and all materials
and equipment in or about the Premises;

              (d) Workers' Compensation Insurance, as required by law;

              (e) Such other insurance in such amounts as Landlord or Landlord's
mortgagees may reasonably require from time to time; and Tenant shall have the
right to insure and maintain the insurance coverages set forth in this Section
under blanket insurance policies covering the Premises so long as such blanket
policies comply as to the terms and amounts with the insurance provisions set
forth in this Lease.

         17.2 All policies of insurance procured by Tenant shall be issued by
insurance companies reasonably acceptable to Landlord, licensed to do business
in the State of New Jersey and be in form and substance reasonably acceptable to
Landlord. All policies of insurance procured by Tenant shall be written as
primary policies as opposed to a policy which would


                                       20
<PAGE>   21
contribute to or provide coverage only in excess of a coverage which Landlord
may carry. Tenant shall not carry separate or additional insurance, concurrent
in form or contributing, in the event of any loss or damage with any insurance
required to be obtained by Tenant under this Lease.

         17.3 All insurance required to be procured by Tenant pursuant to (a)
and (c) of Section 17.1 hereof shall name Landlord and any other parties in
interest from time to time designated by Landlord to Tenant as additional
insured and shall contain a cross liability endorsement to the effect that
Landlord and Landlord's managing agent and any such other party in interest
although named as an additional insured, shall nevertheless be entitled to
recover under said policies for any loss or damage occasioned to them, their
servants, agents, employees, contractors, directors, shareholders, partners and
principals (disclosed and undisclosed) by reason of the negligence or tortious
acts of Tenant. Additionally, all policies of insurance procured by Tenant shall
contain endorsements providing as follows: (1) that such policies may not be
materially changed, amended, reduced, cancelled or allowed to lapse with respect
to Landlord or other party interest except after thirty (30) days' prior written
notice from the insurance company to each in a manner consistent with the notice
provisions of this Lease, and (2) that Tenant shall be solely responsible for
the payment of all premiums under such policies and that Landlord shall have no
obligation for the payment thereof notwithstanding that Landlord is or may be
named as an additional insured.

         17.4 Each party shall include in each of its insurance policies
covering loss, damage or destruction by fire or other insured casualty loss a
waiver of the insurer's right of subrogation against the other party, or if such
waiver should be unobtainable or unenforceable, (1) an express agreement by each
party's insurance company that such policy shall not be invalidated if the
insured waives or has waived before the casualty or liability the right of
recovery against any party responsible for a casualty or liability covered by
the policy, or (2) any other form of permission by each party's insurance
company for the failure of the other party. If such waiver, agreement or
permission shall not be, or shall cease to be, obtainable, the insured party
shall so notify the other party promptly after learning thereof. Each party
hereby waives their right to recover damages, loss or injury no matter how
caused, for any such damage, loss or injury required to be insured (whether or
not such coverage is in effect) by each party hereunder, it being understood
that the parties will look solely to their insurer for reimbursement.

         17.5 A duly executed certificate of insurance evidencing any of the
policies in which Landlord is an additional insured and all other policies,
together with reasonably satisfactory evidence of payment of the premiums
therefor, shall be delivered to Landlord on or before the Lease Commencement
Date. Any endorsements to any such policies shall also be so deposited upon
issuance thereof and each renewal or replacement of a policy shall be so
deposited not less than thirty (30) days prior to the expiration of such policy.
The minimum limits of any insurance


                                       21
<PAGE>   22
coverage required herein to be carried by Tenant shall not limit Tenant's
liability under this Lease.

         17.6 Landlord may from time to time (but not more frequently than once
in any twelve (12) month period) review and require reasonable modifications to
the insurance limits contained in this Article 17.

         17.7 If Tenant shall at any time neglect to maintain the insurance
coverage as herein required, Landlord may, at its election, after giving written
notice to Tenant and after opportunity to cure within thirty (30) days, procure
or renew such insurance and the amount so paid therefor by Landlord, including
reasonable expenses and interest thereon at the Lease Interest Rate shall be
deemed Additional Rent payable by Tenant to Landlord within ten (10) days after
demand by Landlord.

         17.8 Tenant shall not violate or permit the violation of any condition
imposed by any fire insurance, other casualty insurance or liability insurance
policy carried by Landlord or Tenant with respect to the Premises, or any
portion of the Building and shall not do or permit anything to be done, or keep
or permit anything to be kept, in the Premises which may (1) increase the fire,
other casualty or liability insurance rates on the Building above the rate which
would otherwise then be in effect (unless Tenant pays the resulting increased
amount of premium as provided for below), or (ii) result in insurance companies
of good standing refusing to insure the Building in amounts reasonably
satisfactory to Landlord. If by reason of any act or omission of Tenant, there
is an increase in the fire, other casualty or liability insurance rates on the
Building above the rate which would otherwise be in effect, Tenant shall
reimburse Landlord on demand for that part of the premium or premiums for
insurance coverage paid by Landlord because of such failure to comply on the
part of Tenant together with interest at the Lease Interest Rate in addition to
any other remedies which Landlord may have pursuant to this Lease and such
reimbursement shall be deemed Additional Rent and shall be in addition to
Tenant's C.A.M. Charge. In determining whether any increase in such rates is the
result of anyone claiming by, through or under Tenant, a schedule or rule book
issued by the Insurance Service Organization or any insurance rating
organization having jurisdiction selected by Landlord, or the rating procedures
or rules of Landlord's insurance companies shall be conclusive evidence of the
several items and charges which make up the insurance rates and premiums.

                                   ARTICLE 18.
                                FIRE AND CASUALTY

         18.1 If the Building or the Premises are damaged or destroyed by fire
or any other casualty to such extent that the cost of restoration, as reasonably
estimated by Landlord, will equal or exceed twenty-five percent (25%) of the
replacement value of the Building (exclusive of foundations) or the Premises (as
applicable) just prior to the occurrence of the damage, or if the


                                       22
<PAGE>   23
damage or destruction occurs during the last eighteen (18) months of the term of
the Lease, then Landlord may, no later than the sixty (60) day following the
damage, give Tenant a notice of election to terminate this Lease, or, if the
cost of restoration will equal or exceed fifty percent (50%) of such replacement
value or if the Premises shall not be reasonably usable for the purpose for
which it is leased hereunder, then Tenant may, no later than the fifteenth
(15th) day following the damage, give Landlord a notice of election to terminate
this Lease. In either said event of election, this Lease shall be deemed to
terminate on the thirtieth (30th) day after the giving of said notice, and
Tenant shall surrender possession of the Premises on the termination date and
the Rent shall be apportioned as of the date of said damage or destruction, and
any Rent paid for any period beyond said date shall be repaid to Tenant. If the
cost of restoration as reasonably estimated by Landlord shall amount to less
than twenty-five percent (25%) of said replacement value of the Building or
Premises (as applicable), or if, despite the cost, Landlord does not elect to
terminate this Lease, Landlord shall, subject to the provisions of Section 18.3,
restore the Building and the Premises with reasonable promptness not to exceed
one hundred eighty (180) days from the date of casualty, subject to force
majeure, availability of materials or any other cause beyond Landlord's
reasonable control. Notwithstanding the foregoing, Tenant shall have a right to
terminate this Lease, if the damage or destruction occurred during the last
eighteen (18) months immediately prior to the expiration of the term and the
Premises are not reasonably usable for the purposes for which it is leased
hereunder. If the Premises are not ready for occupancy at the expiration of such
one hundred eighty (180) day period as it may be extended, and prior to
substantial completion by Landlord of its work, Tenant shall have the right to
terminate this Lease at any time thereafter by serving Landlord with thirty (30)
days written notice thereof. Landlord may vitiate the effect of such notice by
substantially completing its work within such fifteen (15) day period. In the
event the term of this Lease shall be terminated as aforesaid, Landlord shall be
entitled to receive and retain all proceeds of insurance which are payable in
connection with such damage.

         18.2 Tenant shall continue to be responsible to pay rent after a
partial destruction of the Premises. The Rent shall, however, abate equitably
and proportionately during such period of time as the Premises shall be
untenantable to the extent of such untenantability during the period from the
date of such damage or destruction until the earlier to occur of (1) the date
the Premises are deemed ready for occupancy, or (ii) Tenant occupies the
Premises to conduct its Permitted Use, provided, however, that (a) if the damage
shall be attributable to the fault or negligence of Tenant, its agents or
employees such abatement shall not exceed the amount Landlord receives from
"rent insurance" policy payments or continue for a term longer than the period
of time during which Landlord receives such "rent insurance" policy payments
attributable to the Premises and (b) if Landlord or the holder of any superior
mortgage, if any, shall be unable to collect all of the insurance proceeds
(including rent insurance proceeds) by reason of some action or inaction on the
part of Tenant or any of its employees, agents or contractors in connection with
the processing of any claim, then, without prejudice to any other remedies which
may be


                                       23
<PAGE>   24
available against Tenant, there shall be no abatement of Tenant's rents. The
words "restoration" and "restore" as used in this Paragraph shall include
repairs.

         18.3 Landlord's duty to restore shall at all times be subject to the
approval and consent of the then holder of any mortgage affecting the Premises
and the willingness of such mortgagee to make the proceeds of the casualty
insurance policies available to Landlord for such purposes and subject to the
terms and conditions of any mortgage affecting the Premises. If the holder of a
mortgage affecting the Premises is not willing to make the casualty insurance
proceeds available to them, Landlord shall notify Tenant of such fact
immediately. Upon receipt of such notice Tenant may cancel this Lease effective
as of the date of the casualty unless Landlord elects to restore without the
benefits of such proceeds.

         18.4 Landlord will not carry insurance of any kind on Tenant's
Property, and shall not be obligated to repair any damage thereto.

         18.5 Notwithstanding anything to the contrary herein, if the Premises
and/or access thereto become partially or totally damaged or destroyed by any
casualty not insured against, then Landlord shall have the right to terminate
this Lease upon giving the Tenant thirty (30) days notice and upon the
expiration of said thirty (30) day notice period this Lease shall terminate as
if such termination were the Expiration Date.

         18.6 No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Premises pursuant to this Article.

                                   ARTICLE 19.
                                  CONDEMNATION

         19.1 In the event that any public authority or agency holding the power
of eminent domain under applicable law shall at any time during the term of this
Lease condemn or acquire title in lieu of condemnation of substantially all of
the Premises, this Lease and the term hereby created shall terminate and expire
as of the date upon which title shall vest in such authority, and Tenant shall
pay rent only to the time of such vesting of title. In such event, no part of
the Landlord's condemnation award shall belong to or be claimed by the Tenant.
Without diminishing Landlord's award, the Tenant shall have the right to make a
claim against the condemning authority for such independent claim which it may
have and as may be allowed by law, for costs and damages due to relocating,
moving and other similar costs and charges directly incurred by the Tenant and
resulting from such condemnation.

         19.2 If there shall be only a partial taking or condemnation as
aforesaid which shall not substantially prevent Tenant's use of the Premises for
purposes of its business, this Lease shall


                                       24
<PAGE>   25
thereafter continue as to the untaken part and Tenant shall be entitled to a
reduction in the Base Rent in such proportion and in such manner as shall be
fair and equitable. If the parties hereto cannot agree thereto the dispute shall
be settled by arbitration as set forth in this Lease. No part of the Landlord's
condemnation award shall belong to or be claimed by the Tenant. However, subject
to the rights of any holder of a mortgage affecting the Premises, the Landlord
shall, to the extent permitted by applicable law and as the same may be
practicable on the site of the Premises, at the Landlord's sole cost and
expense, promptly make such repairs and alterations in order to restore the
Premises and/or other improvements to usable condition to the extent of the
condemnation award received.

         19.3 Should any part of the Premises be taken to effect compliance with
any law or requirement of public authority then, (1) if such compliance is the
obligation of Tenant under this Lease, Tenant shall not be entitled to any
diminution or abatement of rent or other compensation from Landlord therefor,
but (ii) if such compliance is the obligation of Landlord under this Lease, the
Rent hereunder shall be adjusted in the same manner as is provided in Section
19.2 according to the reduction in rentable area of the Premises resulting from
such taking.

                                   ARTICLE 20.
                     ENVIRONMENTAL COMPLIANCE AND COVENANTS

         20.1 Tenant shall, at Tenant's sole expense, comply with the New Jersey
Industrial Site Recovery Act and the regulations promulgated thereunder
(referred to as "ISRA") as same relate to Tenant's occupancy of the Premises, as
well as any other environmental law, rule, or regulation relating to Tenant's
use and occupancy of the Premises. Tenant shall, at Tenant's own expense, make
all submissions to, provide all information to, and comply with all the
requirements of, the Bureau of Industrial Site Evaluation (the "Bureau") of the
New Jersey Department of Environmental Protection and Energy ("NJDEP"). Should
the Bureau or any other division of NJDEP, pursuant to any other environmental
law, rule, or regulation, determine that a cleanup plan be prepared and that a
cleanup be undertaken because of any spills or discharge of hazardous substances
or wastes at the Premises which occur during the term of this Lease and were
caused by Tenant or its agents or contractors, then Tenant shall, at Tenant's
own expenses prepare and submit the required plans and financial assurances, and
carry out the approved plans. In the event that Landlord shall have to comply
with ISRA by reason of Landlord's actions, Tenant shall promptly provide all
relevant, non-privileged information requested by Landlord for preparation of
non-applicability affidavits or a Negative Declaration and shall promptly sign
such affidavits when requested by Landlord. Tenant shall indemnify, defend, and
save harmless Landlord from all fines, suits, procedures, claims, and actions of
any kind arising out of or in any way connected with any spills or discharges of
hazardous substances or wastes at the Premises which occur during the term of
this Lease and were caused by Tenant or its agents or contractors, and from all
fines, suits, procedures, claims, and actions of any kind arising out of
Tenant's failure to provide all relevant, non-privileged information as
requested by


                                       25
<PAGE>   26
Landlord, and, make all submissions and take all actions required by the Bureau
or any other division of NJDEP. Tenant's obligations and liabilities under this
Paragraph shall continue so long as Landlord remains responsible for any spills
or discharges of hazardous substances or wastes at the Premises, provided that
such spills or discharges which occurred during the term of this Lease were
caused by Tenant or its agents, employees, invitees, or contractors. Tenant's
failure to abide by the terms of this paragraph shall be restrainable by
injunction. Tenant shall have no responsibility to obtain a "Negative
Declaration" or "Letter of Non-Applicability" from the NJDEP if the sole reason
for obtaining same is in connection with a sale or other disposition of the real
estate by Landlord, but Tenant agrees to reasonably cooperate with Landlord in
Landlord's effort to obtain same and shall perform at Tenant's expense any clean
up required by reason of Tenant's use and occupancy of the Premises.

         20.2 Tenant covenants not to discharge any "Hazardous Substances" or
"Wastes" (as said terms are defined in ISRA and/or the Spill Compensation and
Control Act, N.J.S.A. 58:10-23.11, et seq. or any other Environmental Law) upon
the Premises or any adjacent lands. In the event of any such discharge, Tenant
shall immediately notify Landlord, and shall, at Tenant's sole cost and expense,
forthwith remove and clean up all such hazardous substances and wastes and take
any and all actions required by law.

         20.3 Tenant, at its sole cost and expense, agrees to conduct any and
all environmental testing and sampling and submit all necessary applications
required by ISRA not more than two months before the earlier of (1) the
anticipated Expiration Date of this Lease, or (ii) the date on which Tenant
intends to "close, terminate or transfer operations" at the Premises (as those
terms are defined in ISRA). Tenant shall notify Landlord at least (7) days in
advance of any such testing or sampling and permit Landlord or its
representatives to observe all testing and sampling activities. Tenant shall
provide to the Landlord, within seven (7) days after Landlord's request the
following:

              (a) The name, address and telephone number and primary contact
name of Tenant's environmental testing or sampling consultants or contractors;
and

              (b) Written authorization to such consultant or contractor to
communicate freely with Landlord or its environmental consultants and to provide
to Landlord or its environmental consultants, copies of all non-privileged
written materials relating to the Premises.

         20.4 Tenant agrees, at its sole cost and expense, to obtain all
necessary governmental approvals and to remove and cleanup any Hazardous
Substances or Wastes which were spilled or discharged during the term of the
Lease and were caused by Tenant or its agents, employees, invitees, or
contractors, prior to cessation of operations or termination of this Lease.
Tenant's obligations under this Section 20 shall survive the expiration or
earlier termination of this Lease and, in the event of such termination or
expiration of this Lease, Tenant's rights under the Lease


                                       26
<PAGE>   27
shall be limited to a right of access for the sole and limited purpose of
completing the required cleanup.

         20.5 Landlord shall have the right to inspect the Premises and
surrounding lands and waters and to conduct environmental surveys and testing of
any nature whatsoever (collectively "Inspection") at any time. Landlord's right
to conduct Inspection shall include without limitation a right of access to all
portions of the Premises for testing and a right to inspection of Tenant's raw
materials, processes, work in progress, furnished products, machinery, waste
disposal procedures, waste disposal equipment and waste materials, and the right
to remove samples of any of the foregoing for analysis. The cost of such
Inspection shall be the responsibility of Landlord unless any one or more of the
following conditions are applicable, in which event the entire cost and expense
of the Inspection shall be borne by the Tenant:

              (a) The Inspection occurs within six (6) months prior to or within
a reasonable time after (1) the Expiration Date of the Lease or the closure,
termination or transfer of operations at the Premises and Tenant has failed to
provide such testing as required in Article 20.3 above, (ii) the assignment or
sublease of all or a portion of the Premises by Tenant, or (iii) the termination
of any such assignment or sublease; or

              (b) The Inspection is required by any governmental authority
having jurisdiction ("Environmental Regulator"); or

              (c) The Inspection reveals any unlawful environmental
contamination of or discharge on the Premises; or

              (d) The Inspection is the result of or in response to any
discharge, spill or contamination of the Premises, or any cleanup of any of the
foregoing. As used herein, the costs and expenses of Inspection are all costs
directly or indirectly related to such Inspection, or as may be required by any
Environmental Regulator in the formulation of a cleanup plan or otherwise.

         20.6 Landlord shall have the right of injunctive relief and any other
equitable remedies available to enforce any and all of Tenant's obligations
under this Article.

         20.7 Landlord shall have the right to remedy any environmental
contamination revealed by an Inspection or cleanup required by any Environmental
Regulator, at Tenant's sole cost and expense, and any amounts paid or incurred
by Landlord shall be due from Tenant together with interest at the Lease
Interest Rate within ten (10) days upon demand and be deemed Additional Rent.

         20.8 All rights and remedies of the Landlord under this Section are
cumulative and in addition to any other rights or remedies provided to Landlord
elsewhere in this Lease or pursuant


                                       27
<PAGE>   28
to applicable law. In the event of any conflict between the provisions of this
Article and the other provisions of this Lease, the provision which gives the
greater protection to the Landlord shall control.

         20.10 Tenant shall indemnify, defend and save harmless Landlord from
all liabilities, fines, suits, procedures, claims, costs and expenses including
reasonable attorneys fees and actions of any kind arising out of or in any way
connected with any violation of any Environmental Law, including without
limitation any spills or discharges of Hazardous Substances or Wastes at the
Premises which occurred during the term of this Lease and were caused by Tenant
or its agents or contractors.

         20.11 If any Environmental Law or regulation is modified or amended,
then Tenant shall have the responsibility of complying with such statute and/or
regulation and Tenant shall assume the cost of said compliance and agrees to
indemnify, defend and save Landlord harmless from and against any and all
liability, loss, costs and expenses, including reasonable attorney's fees
arising out of these statutes or regulatory obligations, to the extent that such
compliance is necessitated by Tenant's acts or omissions.

         20.12 Landlord represents and warrants that the Premises are in
compliance with all applicable federal, state and local environmental laws,
regulations and ordinances. Landlord further represents and warrants that no
leak, spill, release, discharge, emission or disposal of any Hazardous
Substances or Wastes has occurred on the Premises to date which has not been
remediated and that the soil, groundwater and soil vapor on or under the
Premises is free of any Hazardous Substances or Wastes as of the date that the
term of this Lease commences.

         20.13 For purposes of this section the term "Environmental Laws" shall
mean and include any and all laws, statutes, ordinances, rules, regulations,
orders, or determinations of any governmental authority pertaining to health or
to the environment, and relating to the Premises, including without limitation,
the Clean Air Act, as amended, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, ("SARA"), and as may be further amended, all
together herein called ("CERCLA"), the Federal Water Pollution Control Act
Amendments, the Occupational Safety and Health Act of 1970, as amended, the
Resource Conservation and Recovery Act of 1976, as amended, ("RCRA"), the
Hazardous Materials Transportation Act of 1975, as amended, the Safe Drinking
Water Act, as amended, and the Toxic Substances Control Act, as amended and the
Environmental Cleanup Responsibility Act, N.J.S.A. 13:1k-6 et. seq. and the
Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et. seq.


                                       28
<PAGE>   29
                                   ARTICLE 21.
                           COMPLIANCE WITH LAWS, ETC.

         21.1 Tenant shall give prompt notice to Landlord of any notice it
receives of the violation of any law or requirement of public authority and
Tenant shall, at its own cost and expense, promptly comply, or cause compliance
with, all laws and ordinances and the orders, rules, regulations and
requirements of all federal, state, county and municipal governments, and
appropriate departments, commissions, boards and offices thereof, and the
requirements of any insurer of the Premises or the Board of Fire Underwriters or
any other body (all of the above being hereinafter collectively referred to as
"Statutes"), now or hereafter exercising similar functions foreseen or
unforeseen, ordinary as well as extraordinary, and whether or not the same shall
presently be within the contemplation of the parties hereto or shall involve any
change of governmental policy or require repairs, alterations, equipment or
additions or any work of any kind and irrespective of the cost thereof, which
may be applicable to the manner of use of the Premises by the Tenant at the
commencement of or during the term of this Lease.

         21.2 Landlord warrants and represents that (1) the Building and other
improvements (exclusive of any Tenant Finish Work not constructed by Landlord)
were or shall be, as appropriate, built substantially in accordance with the
plans and specifications, as approved by and on file with the Municipality in
which the Premises are located, (ii) that said plans and specifications comply
with all applicable statutes with respect to the construction of the Building,
including, but not limited to the requirements of Title III of the Americans
With Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., and (iii) that
all applicable permits necessary for the construction thereof have been obtained
and complied with.

         21.3 Except with respect to Landlord's obligations under Article 7,
Tenant shall, at its own cost and expense, obtain and keep in full force and
effect any and all necessary permits, licenses, certificates or other
authorizations required in connection with the lawful and proper use, occupancy,
operation and management of the Premises and Tenant shall indemnify, defend and
hold harmless Landlord from and against all claims, liability, damage, loss,
costs and expenses (including reasonable attorneys' fees) in connection
therewith.

         21.4 No abatement, diminution or reduction of the Rent or other charges
required to be paid by Tenant pursuant to the terms of this Lease, shall be
claimed by, or allowed to, Tenant for any inconvenience, interruption, cessation
or loss of business or otherwise caused directly or indirectly by any present or
future laws, rules, requirements, orders, directions, ordinances or regulations
of the United States of America, or of the State, county or city government, or
of any other municipal, governmental or lawful authority whatsoever, or by
priorities, rationing or curtailment of labor or materials, or by war, civil
commotion, strikes or riots, or any matter or


                                       29
<PAGE>   30
thing resulting therefrom, nor shall this Lease be affected by any such causes
unless within Landlord's control.

                                   ARTICLE 22.
                                 INDEMNIFICATION

         22.1 Tenant shall defend, indemnify and save harmless Landlord and its
agents and employees against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable architects'
and attorneys' fees, which may be imposed upon or incurred by or asserted
against Landlord and/or its agents by reason of any of the following occurring
during the term of this Lease, or during any period of time prior to the
Commencement Date or after the Expiration Date that Tenant may have been given
access to or possession of all or any part of the Premises:

              (a) Any work or thing done in or about the Premises or any part
thereof by or at the instance of Tenant, its agents, contractors,
subcontractors, servants, employees, licensees or invitees;

              (b) Any negligence, or otherwise wrongful act or omission on the
part of Tenant or any of its agents, contractors, subcontractors, servants,
employees, subtenants, licensees or invitees;

              (c) Any accident, injury or damage to any person or property
occurring in, on or about the Premises or any part thereof;

              (d) Any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms, provisions, conditions or limitations
contained in this Lease on its part to be performed or complied with.

         In case any action or proceeding is brought against Landlord by reason
of any such claim, Tenant upon written notice from Landlord shall at Tenant's
expense resist or defend such action or proceeding by competent counsel.
Tenant's covenants and obligations under this Article shall survive the
expiration or sooner termination of the term of this Lease. Notwithstanding
anything herein contained to the contrary, Tenant shall not be obligated or
required hereunder, to hold harmless or indemnify Landlord from or against any
liability, loss, cost, expense or claim arising solely from any act, omission or
negligence of Landlord or its agents, servants, employees or contractors. The
provisions hereof are not intended to abrogate the provisions regarding waiver
of subrogation by the parties to the Lease.


                                       30
<PAGE>   31
                                   ARTICLE 23.
                              SURRENDER OF PREMISES

         23.1 Tenant shall, upon the expiration or sooner termination of the
term of this Lease or upon any re-entry by Landlord upon the Premises, surrender
to Landlord the Premises, together with all alterations (unless Tenant shall be
required to remove same pursuant to the initial agreement for the Tenant Finish
Work or by reason of any consent given or required to be given by Landlord in
connection with a Tenant Change) and replacements thereof then on the Premises
or required to be on the Premises, broom clean and in good order, condition and
repair, except for reasonable wear and tear. If Tenant fails to perform any
restoration required of it under this Lease on or before the last day of the
term of this Lease or upon any earlier termination, Tenant shall be deemed a
hold-over Tenant under Article 35 of this Lease until such time as Tenant has
completed such restoration.

                                   ARTICLE 24.
                    ASSIGNMENTS, SUBLETTING AND ENCUMBRANCES

         24.1 Tenant shall not sell, assign, sublet, mortgage, pledge, or, in
any manner, transfer or encumber this Lease or any estate or interest hereunder
(hereinafter designated as Assignment), or sublet the Premises or any part
thereof without the previous written consent of the Landlord which consent shall
not be unreasonably withheld, conditioned or delayed. With respect to
assignments and sublets, Landlord's consent shall not be unreasonably withheld
provided that (1) Tenant provides Landlord with such information about the
proposed assignee/subtenant as Landlord reasonably requests, (ii) Tenant is not
in default hereunder, (iii) Tenant shall provide Landlord with reasonable access
to the Premises for inspection and testing thereof, (iv) the use by the proposed
assignee or subtenant does not, in Landlord's sole discretion, adversely affect
the Premises by virtue of environmentally related factors or lessen the present
or future value of the Premises, and (v) the use by the proposed assignee or
subtenant does not increase risk or endanger the Building or the occupants
thereof. In any of the events aforesaid, Tenant, nevertheless, shall remain
primarily liable for the payment of the Base Rent and all Additional Rents, and
the performance of Tenant's other covenants and obligations hereunder. No
consent to any assignment of this Lease or subletting of any or all of the
Premises shall be deemed or be construed as a consent by Landlord to any further
or additional Assignment or subletting. Notwithstanding anything herein above
contained to the contrary, Landlord may refuse to permit Tenant to assign this
Lease or sublet to a third party any portion of the Premises if Landlord agrees
to sublet back the Premises from Tenant under the same terms and conditions as
set forth in this Lease and for the remaining term of this Lease. If Landlord
agrees to sublet back the Premises from Tenant, Landlord shall notify Tenant
within fifteen (15) business days of Tenant's request for consent. Further,
Landlord may condition its consent to any assignment or sublet upon Tenant
paying to Landlord the difference between the Rent reserved in this Lease


                                       31
<PAGE>   32
and the rent collected by Tenant as assignor or sublessor after Tenant deducts
the costs incurred in connection with the assignment or sublet.

         Notwithstanding the foregoing, Tenant may assign this Lease or sublet
all or a portion of the Premises without Landlord's consent to a parent,
subsidiary, or an entity under common control with Tenant, or to any entity in
connection with the transfer of a majority interest in Tenant's stock or the
sale of substantially all of Tenant's assets, provided that all conditions to
such assignment or sublet as set forth in this Section 24.1, except the
requirement of consent of the Landlord, are satisfied.

         24.2 In the event of an assignment of this Lease, the assignee shall
assume, by written recordable instrument satisfactory to Landlord, the due
performance of all of Tenant's obligations under this Lease. No assignment shall
be valid or effective in the absence of such assumption. A true copy of such
assignment and the original assumption agreement shall be delivered to Landlord
within ten (10) days of the effective date thereof. Notwithstanding such
assignment, Tenant shall remain fully liable for the performance of all the
terms and conditions of this Lease.

         24.3 With respect to each and every sublease or subletting under the
provisions of this Lease, it is further agreed:

              (a) No subletting shall be for a term ending later than one day
prior to the Expiration Date of this Lease;

              (b) No sublease shall be valid, and no subtenant shall take
possession of the Premises or any part thereof, until an executed counterpart of
such sublease has been delivered to Landlord;

              (c) Each sublease shall provide that it is subject and subordinate
to this Lease and to the matters to which this Lease is or shall be subordinate,
and that in the event of termination, re-entry or dispossess by Landlord under
this Lease, Landlord may, at its option, take over all of the right, title and
interest of Tenant, as sublessor, under such sublease, and such subtenant shall,
at Landlord's option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not (1) be liable for
any previous act or omission of Tenant under such sublease, (ii) be subject to
any offset, not expressly provided in such sublease, which theretofore accrued
to such subtenant against Tenant, or (iii) be bound by any previous modification
of such sublease or by any previous prepayment of more than one month's rent.

         24.4 Tenant in connection with any request to assign or sublet the
Premises shall pay Landlord Two Hundred Fifty ($250.00) Dollars as a processing
fee to reimburse Landlord for its


                                       32
<PAGE>   33
legal and other costs of review and such amount shall be deemed Additional Rent
herein due and payable at the time Tenant requests Landlord's consent.

                                   ARTICLE 25.
                  CONDITIONAL LIMITATIONS - DEFAULT PROVISIONS

         25.1 This Lease and the term and estate hereby granted are subject to
the limitation that, if at any time during the term hereof, any one or more of
the following events shall occur, each such event shall be deemed an Event of
Default and a breach of this Lease.

              (a) If Tenant shall fail to pay any installment of Rent (including
any item of Additional Rent) or any part thereof or any other monetary
obligation required to be paid by Tenant to Landlord hereunder and such failure
shall continue for ten (10) days after the giving of written notice thereof from
Landlord to Tenant; or

              (b) If Tenant shall fail to perform or observe any other
requirement of this Lease (not hereinbefore in this Section 25.1 specifically
referred to) on the part of Tenant to be performed or observed, and such failure
shall continue for thirty (30) days after notice thereof from Landlord to
Tenant, or in connection with any default not susceptible of being cured with
due diligence within said period of thirty (30) days, such longer time as may be
needed by Tenant to cure the default, not to exceed ninety (90) days, provided
Tenant commences to cure within the initial thirty (30) day period and proceeds
thereafter with all due diligence and the continuance of which will not subject
Landlord to the risk of criminal liability or to foreclosure of any superior
mortgage, if any; or

              (c) If Tenant fails to pay any installment of Rent for two (2)
consecutive months or for a total of four (4) months in any period of twelve
(12) months, or more than three (3) times in any six (6) month period, then
notwithstanding that such defaults shall have each been cured within the
applicable grace period, any similar default shall be deemed to be deliberate
and Landlord may thereafter be entitled to its remedies for breach of this Lease
as hereinafter set forth without affording to Tenant an opportunity to cure such
default.

         25.2 In case of any Event of Default under Article 25.1, at any time
following the expiration of the respective grace periods above mentioned,
Landlord in addition to any other remedy that it may have at law and/or in
equity may elect to terminate this Lease by serving notice upon the Tenant of
its election to terminate this Lease which notice shall specify a termination
date not less than ten (10) days after the date of serving such notice and this
Lease shall then expire on the date so specified as if that date had been
originally fixed as the Expiration Date of the term herein granted, however,
Tenant's obligation to pay rent shall survive the termination of the Lease and
shall continue to accrue interest at the Lease Interest Rate.


                                       33
<PAGE>   34
         25.3 In case this Lease shall be terminated as hereinbefore provided,
or by summary proceedings or otherwise, Landlord or its agents may, immediately
or any time thereafter, re-enter and resume possession of the Premises or such
part thereof, and remove all persons and property therefrom, either by summary
proceedings or by a suitable action or proceeding at law, or by force or
otherwise, without being liable for any damages therefor. No re-entry by
Landlord shall be deemed an acceptance of a surrender of this Lease. The words
"re-enter" and "re-entry" as used herein are not restricted to their technical
legal meaning.

         25.4 In case this Lease shall be terminated as hereinbefore provided,
or by summary proceedings or otherwise, it is hereby agreed that the Tenant
shall remain liable to pay in monthly payments the Rent which shall accrue
subsequent to the re-entry of the Landlord and that Landlord may either in its
own name or as agent of Tenant relet the whole or any portion of the Premises,
for any period equal to or greater or less than the remainder of the then
current terms, for any sum which it may deem reasonable, to any tenant which it
may deem suitable and satisfactory, and for any use and purpose which it may
deem appropriate, and in connection with any such lease, Landlord may make such
changes in the character of the improvements on the Premises as Landlord may
determine to be appropriate or helpful in ejecting such lease and may grant
concessions or free rent. However, in no event shall Landlord be under any
obligation to relet the Premises. Further (1) in no event shall Tenant be
entitled to receive any surplus of any sums received by Landlord on a reletting
in excess of the Rent reserved in the Lease and (ii) if the Premises or any part
thereof should be relet in combination with other space, then appropriate
apportionment on a square foot rentable area basis shall be made of the rent
received from such a reletting and of the expenses of reletting. Landlord agrees
that it shall exert commercially reasonable efforts to mitigate damages by
attempting to relet the Premises. However, in the exercise of such efforts,
Tenant acknowledges that Landlord shall have no obligation to Tenant to offer
the Demised Premises, or any part thereof, in any manner, shape, form, or
pursuant to any program different from any other space in any building owned by
Landlord in the Complex then sought to be leased by Landlord.

         25.5 In case this Lease is terminated as provided in this Article 25,
and whether or not the Premises are relet, Landlord shall be entitled to recover
from the Tenant, the following:

              (a) A sum equal to all expenses and costs including attorneys fees
and court costs through and including all trial and appellate levels with
respect to any lawsuit instituted or Defended or any actions taken by Landlord
to enforce all or any of the provisions of this Lease, and all reasonable costs
and charges for the care of the Premises while vacant, and all reasonable costs
and charges incurred in connection with an attempt to relet the Premises,
including altering and preparing the Premises for new tenants and brokers'
commissions which expenses shall be due and payable by Tenant to Landlord at
such time or times as such expenses shall have been incurred by Landlord;


                                       34
<PAGE>   35
              (b) All sums which Tenant has agreed to pay under this Lease to
and on behalf of Landlord except for rent; and

              (c) A sum equal to all damages set forth in Article 26.

         25.6 Without any previous notice or demand, separate actions may be
maintained by Landlord against Tenant from time to time to recover any damages
which, at the commencement of any such action, have then or theretofore become
due and payable to the Landlord under this Article 25 and Article 26 without
waiting until the end of the then current term.

         25.7 Nothing herein contained shall be construed as limiting or
precluding the recovery by Landlord against Tenant of any sums or damages to
which, in addition to the damages particularly provided for in this Lease,
Landlord may lawfully be entitled by reason of any default hereunder on the part
of Tenant.

         25.8 In the event of a breach or threatened breach on the part of
Tenant with respect to any of the covenants, agreements, terms, provisions or
conditions on the part of or on behalf of Tenant to be kept, observed or
performed, Landlord shall also have the right of injunction.

                                   ARTICLE 26.
                                     DAMAGES

         26.1 In the event that Tenant is in breach of or in default under this
Lease and such breach or default is not cured within the time period prescribed
under this Lease for the cure of such breach or default, Tenant shall pay
Landlord as damages the following:

              (a) The difference between the rent reserved and the rent
collected and received, if any by the Landlord, during the remainder of the
unexpired term, as the amount of such difference or deficiency shall, from time
to time, be ascertained, computed by discounting such amount at the prime rate
published in the Wall Street Journal at such time, plus one (1%) percent.
Deducted from all amounts due hereunder shall be all rent received by Landlord
pursuant to its efforts to relet the Premises; and

              (b) The unamortized amount of the Landlord's Work equal to (a)
$250,000.00 decreased by (b) the number of months for which Base Rent and
Additional Rent due hereunder have been paid times the amount of $4,166.67.


                                       35
<PAGE>   36
                                   ARTICLE 27.
                            BANKRUPTCY OR INSOLVENCY

         27.1 The following shall be Events of Bankruptcy under this Lease:

              (a) Tenant becoming insolvent, as that term is defined in Title 11
of the United States Code, entitled Bankruptcy, 11 U.S.C. Section 101 et. seq.
(the "Bankruptcy Code") or under the insolvency laws of the State of New Jersey;

              (b) The appointment of a Receiver or Custodian for any or all of
Tenant's property or assets,

              (c) The filing of a voluntary petition under the provisions of the
Bankruptcy Code or Insolvency Laws;

              (d) The filing of an involuntary petition against Tenant as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which is either not
dismissed within thirty (30) days of filing, or results in the issuance of an
order for relief against the debtor, whichever is later; or

              (e) Tenant making or consenting to an assignment for the benefit
of creditors of a common law composition of creditors.

         27.2 Landlord shall have the following remedies in the event of
Bankruptcy:

              (a) Termination of Lease. Upon the occurrence of an Event of
Bankruptcy, Landlord shall have the right to terminate this Lease by giving
thirty (30) days prior written notice to Tenant provided, however, that this
Subsection (a) shall have no effect while a case in which Tenant is the subject
debtor under the Bankruptcy Code is pending, unless Tenant or its Trustee in
Bankruptcy is unable to comply with the provisions of Subsections (e) and (. If
Tenant or its Trustee is unable to comply with Subsections (a), (e) and (, this
Lease shall automatically cease and terminate, and Tenant shall be immediately
obligated to quit the premises upon the giving of notice pursuant to this
Subsection (a). Any other notice to quit, or notice of Landlord's intention to
re-enter is hereby expressly waived. If Landlord elects to terminate this Lease,
everything contained in this Lease on the part of Landlord to be done and
performed shall cease without prejudice, subject, however, to the right of
Landlord to recover from Tenant all Rent and any other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later,
and any other monetary damages or loss of reserved Rent sustained by Landlord.


                                       36
<PAGE>   37
              (b) Suit for Possession. Upon termination of this Lease pursuant
to Subsection (a) above, Landlord may proceed to recover possession under and by
virtue of the provisions of the laws of the State of New Jersey, or by such
other proceedings, including reentry and possession, as may be applicable.

              (c) Reletting of Premises. Upon termination of this Lease pursuant
to Subsection (a) above, the premises may be relet by Landlord as more fully set
forth in Section 25.4.

              (d) Monetary Damages. Any damage or loss of rent sustained by
Landlord as a result of an Event of Bankruptcy may be recovered by Landlord, as
more fully set forth in Articles 25 and 26. In the event Tenant becomes the
subject debtor in a case under the Bankruptcy Code, the provisions of this
Subsection (d) may be limited by the limitations of damage provisions of the
Bankruptcy Code.

              (e) Assumption or Assignment by Trustee. In the event Tenant
becomes the subject debtor in a case pending under the Bankruptcy Code,
Landlord's right to terminate this Lease pursuant to this Article 27 shall be
subject to the rights of the Trustee in Bankruptcy to assume or assign this
Lease. The Trustee shall not have the right to assume or assign this Lease
unless the Trustee (a) promptly cures all defaults under this Lease, (b)
promptly compensates Landlord for monetary damages incurred as a result of such
default, and (c) provides adequate assurance of future performance.

              (f) Adequate Assurance of Future Performance. Landlord and Tenant
hereby agree in advance that adequate assurance of future performance, as used
in Section 27.1 (2) (v) above, shall mean that all of the following minimum
criteria must be met: (A) The Trustee must pay to Landlord, at the time the next
payment of Rent is then due under this Lease, in addition to such payment of
Rent, an amount equal to the next three (3) months Rent under this Lease, said
amount to be held by Landlord in escrow until either the Trustee or Tenant
defaults in its payment of Rent or other obligations under this Lease (whereupon
Landlord shall have the right to draw such escrowed funds) or until the
expiration of this Lease (whereupon the funds shall be returned to the Trustee
or Tenant); (B) The Tenant or Trustee must agree to pay to the Landlord, at any
time the Landlord is authorized to and does draw on the funds escrowed the
amount necessary to restore such escrow account to the original level required
by said provision; (C) Tenant must pay its estimate pro-rata share of the cost
of all services provided by Landlord in advances of the performance or provision
of such services; (D) The Trustee must agree that Tenant's business shall be
conducted in a first class manner, and that no liquidating sales, auctions, or
other non-first class business operations shall be conducted on the Premises;
(E) The Trustee must agree that the use of the Premises as stated in this Lease
will remain unchanged; (F) The Trustee must agree that the assumption or
assignment of this Lease will not violate or affect the rights of other tenants
in the Building.


                                       37
<PAGE>   38
              (g) Failure to Provide Adequate Assurance. In the event Tenant is
unable to: (A) cure its defaults, (B) reimburse Landlord for its monetary
damages, (C) pay the Rent due under this Lease, or any other payments required
of Tenant under this Lease, on time (or within ten (10) days of the due date)
under this Lease, or any other payments required of Tenant under this Lease, on
time (or within ten (10) days of the due date), or (D) meet the criteria and
obligations imposed by Subsection ( above, then Tenant agrees in advance that it
has not met its burden to provide adequate assurances of future performance, and
this Lease may be terminated by Landlord in accordance with Subsection (a)
above.

                                   ARTICLE 28.
                   CUMULATIVE REMEDIES - WAIVER - ORAL CHANGE

         28.1 Every term, condition, agreement or provision contained in this
Lease shall be deemed to be also a covenant.

         28.2 The specified remedies to which Landlord may resort under the
terms of this Lease are cumulative and are not intended to be exclusive of any
other remedies or means of redress to which Landlord may be lawfully entitled in
case of any breach or threatened breach by Tenant of any provision of this
Lease.

         28.3 The failure of either party to insist in any one or more cases
upon the strict performance of any of the terms, covenants, conditions,
provisions or agreements of this Lease herein contained shall not be construed
as a waiver or a relinquishment for the future of any such term, covenant,
condition, provision or agreement. A receipt and acceptance by Landlord of rent
or any other payment, or the acceptance of performance of anything required by
this Lease to be performed by Tenant, with knowledge of the breach by Tenant of
any term, covenant, condition, provision or agreement of this Lease, shall not
be deemed a waiver of such breach nor shall any such acceptance of rent or any
other payment in a lesser amount than is herein provided for (regardless of any
endorsement on any check or any statement in any letter accompanying any payment
of Rent or any other payment) operate or be construed either as an accord and
satisfaction or in any manner other than as a payment on account of the earliest
Rent or any other payment then unpaid by Tenant. No waiver by Landlord or Tenant
of any term, covenant, condition, provision or agreement of this Lease shall be
deemed to have been made unless expressed in writing and signed by Landlord or
Tenant, as applicable.

         28.4 Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any matter
whatsoever arising out of or in any way connected with this lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
including any claim of injury or damage, or any emergency or other statutory
remedy with respect thereto.


                                       38
<PAGE>   39
         28.5 If Tenant shall default in the performance of any of Tenant's
obligations under this lease, Landlord, without thereby waiving such default,
may (but shall not be obligated to) perform the same for the account and at the
expense of Tenant, without notice, in a case of emergency, and in any other
case, only if such default continues after the expiration of the applicable
grace period provided in Articles 25 and 27 or elsewhere in this Lease for cure
of such default.

         28.6 The delivery of keys to an employee of Landlord or of its agent
shall not operate as a termination of this Lease or a surrender of the Premises.
If Tenant shall at any time request Landlord to sublet the Premises for Tenant's
account, Landlord or its agent is authorized to receive said keys for such
purposes without releasing Tenant from any of its obligations under this Lease,
and Tenant hereby releases Landlord from any liability for loss or damage to any
of Tenant's property in connection with such subletting.

         28.7 This Lease may not be changed, modified or discharged orally but
only by an agreement in writing signed by the party against whom enforcement of
the change, modification or discharge is sought.

                                   ARTICLE 29.
                                 QUIET ENJOYMENT

         29.1 Tenant, upon payment of the Base Rent and all additional rents and
all sums herein reserved and due upon the due performance of all the terms,
covenants and conditions herein contained on the Tenant's part to be kept and
performed, shall and may, at all times during the term hereby granted, peaceably
and quietly enjoy the Premises, subject, however, to the terms of this Lease.

                                   ARTICLE 30.
                              ESTOPPEL CERTIFICATE

         30.1 Tenant agrees, when requested by Landlord, to execute and deliver
to Landlord a statement certifying that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), certifying the
dates to which the fixed rent and additional rent have been paid, whether any
dispute exists with respect thereto and stating whether or not, to Tenant's best
knowledge, Landlord is in default in performance of any of its obligations under
this Lease, it being intended that any such statement delivered pursuant hereto
may be relied upon by others. Such statement shall be served upon Landlord by
Tenant within ten (10) business days of Landlord's request. If Tenant fails to
deliver such notice, Landlord shall be deemed appointed as


                                       39
<PAGE>   40
Tenant's attorney-in-fact to prepare and deliver such notice on behalf of
Tenant, and Tenant shall be deemed bound thereby upon Landlord's furnishing a
copy of the notice to Tenant.

                                   ARTICLE 31.
                                  SUBORDINATION

         31.1 This Lease is subject and subordinate in all respects to mortgages
which may now or hereafter affect the Premises and to all renewals,
modifications, consolidations, participations, replacements and extensions
thereof. The aforesaid provisions shall be self operative and no further
instrument of subordination shall be necessary. In confirmation of such
subordination, however, upon the request of Landlord, Tenant shall execute and
deliver, without charge, any and all documents (in form reasonably acceptable to
Landlord) subordinating this Lease and the Tenant's rights hereunder. To
effectuate the intention of the parties with respect hereto, it is agreed and
understood that should Tenant fail or otherwise refuse to execute such
certificates as may be requested, and such failure or refusal shall continue for
a period of ten (10) days after a formal written request shall have been
forwarded to Tenant by Landlord, then Tenant shall be deemed to have appointed
Landlord, and Landlord shall thereupon be regarded as the irrevocable attorney
in-fact of Tenant, duly authorized to execute and deliver the required documents
for and on behalf of Tenant.

         31.2 Tenant agrees that if requested in writing by the holder of any
mortgage constituting a first lien on the Premises, it will give to the holder
of such mortgage duplicates of any notices under this Lease, given by it to
Landlord, and any such mortgage holder, at its option, shall have the same right
as Landlord to cure any default of Landlord.

         31.3 In the event of the sale, transfer or assignment of Landlord's
interest in all or any portion of the Premises or in the event any proceedings
are brought for the foreclosures of or for the exercise of any power of sale
under any mortgage on all or any portion of the Premises, at the option of the
transferee, assignee, purchaser or mortgagee the Tenant shall attorn to the
respective transferee, assignee or purchaser and recognize such party as
Landlord under this Lease (to the extent applicable).

         31.4 If, in connection with obtaining financing for the Building or
Premises, a banking, insurance or other recognized institutional lender shall
request reasonable modifications in this Lease as a condition for such
financing, Tenant will not unreasonably withhold, delay or defer its consent
thereto, provided that such modifications do not materially adversely affect the
leasehold interest hereby created nor otherwise adversely affect Tenant's rights
hereunder. The request by such mortgagee for notice of Landlord's defaults and
reasonable opportunity to cure shall not be deemed adverse.


                                       40
<PAGE>   41
         31.5 Landlord shall request from its current mortgagee to expressly
agree that this Lease shall be recognized by the mortgagee and that the rights
of Tenant shall remain in full force and effect as herein set forth, without any
modification thereof, notwithstanding any default by the mortgagor with respect
to such mortgage or any foreclosure thereof, so long as Tenant shall perform all
of the covenants and conditions of this Lease. In negotiating future mortgages,
Landlord shall request from such prospective mortgagee a provision to the effect
that so long as Tenant is not in default under this Lease, no foreclosure of the
lien of said mortgage or any other proceeding in respect thereof shall divest,
impair, modify, abrogate or otherwise adversely affect any interest or rights
whatsoever of Tenant under this Lease. Notwithstanding the foregoing, the
refusal of any of Landlord's mortgagees or prospective mortgagees to agree to
such provisions shall not be deemed to be a breach of or default under this
Lease by Landlord and same shall not affect Tenant's obligations hereunder.

                                   ARTICLE 32.
                                     BROKER

         32.1 Landlord and Tenant each warrant and represent to each other that
it dealt with no brokers in connection with this Lease other than the Specified
Broker(s) and agree to hold the other party harmless from and against any claims
for commissions by any other brokers arising by reason of its actions in
connection with the execution of this Lease. Landlord agrees to be responsible
for the payment of any commissions due the Specified Broker(s) in accordance
with Landlord's separate agreement with the Specified Broker(s).

                                   ARTICLE 33.
                                     NOTICES

         33.1 Every notice required or permitted under this Lease shall, unless
otherwise specifically provided herein, be given in writing and shall be sent by
United States certified mail, return receipt requested, addressed by the party
giving, making or sending the same to its Notice Address or to such other
address as either party may designate from time to time by a notice given to the
other party. Notice shall be deemed to be given upon receipt, provided, however,
that in the event a party shall refuse to accept delivery of said certified
mail, the notice shall nevertheless be deemed to be given upon the date of
refusal to accept delivery and further provided that if the postal service is
unable to deliver said certified mail the notice shall nevertheless be deemed to
be given as of the date of the Postal Service's second notice of attempted
delivery. Notwithstanding the above, a notice of change of address shall not be
effective until received.

         Either party may, at its option, substitute for service by United
States first class certified mail, service by Federal Express or similar
overnight courier, provided that such courier obtains


                                       41
<PAGE>   42
and makes available to its customers evidence of delivery. Notice given via such
courier shall be deemed to be given upon receipt.

                                   ARTICLE 34.
                       INVALIDITY OF PARTICULAR PROVISIONS

         34.1 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 as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and be enforced to the fullest extent permitted by
Law.

                                   ARTICLE 35.
                                  HOLDING OVER

         35.1 Tenant will have no right to remain in possession of all or part
of the Premises after the expiration of the term. If Tenant remains in
possession of all or any part of the Premises after the expiration of the Lease,
without the express consent of Landlord: (a) such tenancy will be deemed to be a
periodic tenancy from month-to-month only; (b) such tenancy will not constitute
a renewal or extension of this Lease for any further term; and (c) such tenancy
may be terminated by Landlord upon the earlier of (1) thirty (30) days prior
written notice, or (ii) the earliest date permitted by law. In such event,
monthly rent will be increased to an amount equal to two hundred percent (200%)
of the monthly rent payable during the last month of the term, and any other
sums due under this Lease will be payable in the amount and at the times
specified in this Lease. Such month-to-month tenancy will be subject to every
other term, condition, and covenant contained in this Lease. The provisions of
this Section shall not be construed to relieve Tenant from liability to Landlord
for damages resulting from any such holding over, or preclude Landlord from
implementing summary dispossess proceedings.

                                   ARTICLE 36.
                                   ARBITRATION

         36.1 The parties hereto shall not be deemed to have agreed to
determination of any dispute arising out of this Lease by arbitration unless
determination in such manner shall have been specifically provided for in this
Lease.

         36.2 The party desiring arbitration shall give notice to that effect to
the other party and shall in such notice appoint a person as arbitrator on its
behalf. Within ten (10) days, the other party by notice to the original party
shall appoint a second person as arbitrator on its behalf. The arbitrators thus
appointed shall appoint a third person, and such three arbitrators shall as
promptly as possible determine such matter, provided, however that:


                                       42
<PAGE>   43
              (a) If the second arbitrator shall not have been appointed as
aforesaid, the first arbitrator shall proceed to determine such matter; and

              (b) If the two arbitrators appointed by the parties shall be
unable to agree, within ten (10) days after the appointment of the second
arbitrator, upon the appointment of a third arbitrator, they shall give written
notice to the parties of such failure to agree, and, if the parties fail to
agree upon the selection of such third arbitrator within ten (10) days after the
arbitrators appointed by the parties give notice as aforesaid, then within five
(5) days thereafter either of the parties upon notice to the other party may
request such appointment by the American Arbitration Association (or any
organization successor thereto), or in it absence, refusal, failure, or
inability to act, may apply for a court appointment of such arbitrator.

         36.3 Each arbitrator shall be a fit and impartial person who shall have
had at least five years' experience in a calling connected with the matter of
dispute.

         36.4 The arbitration shall be conducted, to the extent consistent with
this Article, in accordance with the then prevailing rules of the American
Arbitration Association (or any organization successor thereto) and shall take
place in the County of Mercer, State of New Jersey. The arbitrators shall render
their decision and award, upon the concurrence of at least two of their number,
within thirty (30) days after the appointment of the third arbitrator. Such
decision and award shall be in writing and shall be final and conclusive on the
parties, and counterpart copies thereof shall be delivered to each of the
parties. In rendering such decision and award, the arbitrators shall not add to,
subtract from, or otherwise modify the provisions of this Lease. Judgment may be
had on the decision and award of the arbitrator(s) so rendered in any court of
competent jurisdiction.

         36.5 Each party shall pay the fees and expenses of the one of the two
original arbitrators appointed by or for such party and the fees and expenses of
the third arbitrator and all other expenses of the arbitration (other than the
fees and disbursement of attorneys or witnesses for each party) shall be borne
by the parties equally.

         36.6 Notwithstanding the provisions of this Article, if any delay in
complying with any requirements of this Lease by Tenant might subject Landlord
to any fine or penalty, or to prosecution for a crime, or if it would constitute
a default by Landlord under any mortgage, Landlord may exercise its right under
Article 29, to remedy such default.


                                       43
<PAGE>   44
                                   ARTICLE 37.
                       RIGHT OF INSPECTION, ACCESS, DUCTS,
                CHANGES TO BUILDING AND RIGHT TO EXHIBIT PREMISES

         37.1 Right of Inspection. Landlord or Landlord's duly authorized
representative may, upon reasonable advance written notice, during business
hours and in such manner as not to unreasonably interfere with the business of
Tenant to enter and inspect the Premises and show same as applicable to
prospective purchasers, mortgagees or tenants of the Building as an entirety.
The Landlord shall have the right to enter the Premises without notice at any
time with respect to any emergency which necessitates Landlord or Landlord's
duly authorized representatives entering the Premises.

         37.2 Access. Landlord understands that confidential information will be
stored in the Premises and, therefore, Landlord will not permit any unauthorized
or authorized persons unattended by Tenant or Tenant's representatives into the
Premises. Notwithstanding the foregoing, Landlord reserves for itself entry
through the Premises that permits access to any other part of the Building
including, but not limited to core corridor walls, if any, doors, other
entrances, roofs adjacent to the Premises and to any space in, under or adjacent
to the Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts,
electric or other utilities, or other Building facilities, for the purposes of
operation, maintenance, decoration, repair, replacement or renovation thereof,
provided, however, that access will be at reasonably appropriate hours on prior
notice unless an emergency occurs.

         37.3 Ducts. Tenant shall permit Landlord to install, use and maintain,
replace or add additional pipes, lines, utilities, ducts and conduits within
walls, load bearing columns and ceilings located in, under or on the Premises,
provided, however, that access will be at reasonably appropriate hours on prior
notice unless an emergency occurs and shall be conducted with an effort to
minimize interruption of Tenant's Use of Premises and provided further that
Landlord will indemnify Tenant for any damages to Tenant's Premises or Tenant's
Property, arising out of Landlord utilizing the provisions of this Section.

         37.4 Changes to Building. From and after the Commencement Date,
Landlord reserves the absolute right which right Tenant acknowledges to perform
renovation work to the Building and Real Property, to expand the Building and to
erect additional buildings on the Real Property without incurring any liability
to Tenant therefor provided Landlord uses reasonable efforts (which shall not
include any obligation to employ labor at overtime rates) to avoid disruption of
Tenant's business and provided Tenant is not denied access to the Premises.
Landlord shall be provided access to the Premises at all reasonable times, upon
reasonable notice, for the purposes of performing such work. Further, Tenant is
not to be entitled to any abatement of rent on account of any noise, vibration
or other disturbance to Tenant's business at the Premises which


                                       44
<PAGE>   45
shall arise out of said access by Landlord or by the performance by Landlord of
the aforesaid work.

         37.5 Right to Exhibit Premises and Signs. Any time during the last one
hundred eighty (180) days of the term of this Lease, Landlord may, during normal
business hours, and with reasonable advanced written notice to Tenant, enter the
Premises with a prospective tenant and exhibit the Premises to said prospective
tenant and shall have the right to place at reasonable locations on the Premises
the usual notice of "To Let" and "For Rent" without hindrance and molestation.

                                   ARTICLE 38.
                               NOTICE OF ACCIDENTS

         38.1 Tenant shall give notice to Landlord, promptly after Tenant learns
thereof, of (1) any accident in or about the Premises for which Landlord might
be liable, (ii) all fires in the Premises, (iii) all damage to or defects in the
Premises, including the fixtures, equipment and appurtenances thereof, for the
repair of which Landlord might be responsible, and (iv) all damage to or defects
in any parts or appurtenances of the Building's sanitary, electrical, heating,
ventilating, air-conditioning, elevator, if any, and other systems located in or
passing through the Premises or any part thereof.

                                   ARTICLE 39.
                                    CONSENTS

         39.1 Wherever it is specifically provided in this Lease that a party's
consent or approval is not to be unreasonably withheld, a response to a request
for such consent or approval shall also not be unreasonably delayed. If either
Landlord or Tenant considers that the other has unreasonably withheld or delayed
consent or approval, it shall so notify the other party within ten (10) days
after receipt of notice of denial of the requested consent or approval, or, in
case notice of denial is not received, within twenty (20) days after making its
request for the consent.

                                   ARTICLE 40.
                           CAPTIONS AND MARGINAL NOTES

         40.1 The captions and marginal notes of this Lease are for convenience
and reference only, and in no way define, limit or describe the scope or intent
of this Lease nor in any way affect this Lease.


                                       45
<PAGE>   46
                                   ARTICLE 41.
                             LIMITATION OF LIABILITY

         41.1 Landlord shall be under no personal liability with respect to any
of the provisions of this Lease, and if it is in breach or default with respect
to its obligations or otherwise under this Lease, Tenant shall look solely to
the equity of Landlord in the Building for the satisfaction of Tenant's
remedies. It is expressly understood and agreed that Landlord's obligations of
this Lease shall in no event exceed the loss of its equity in the Premises. In
addition, it is further agreed that under no circumstances shall Landlord be
liable to Tenant for incidental, indirect and/or consequential damages.

                                   ARTICLE 42.
                     COVENANTS BINDING ON RESPECTIVE PARTIES

         42.1 The terms, covenants, conditions, provisions and undertakings
herein contained shall be binding upon and inure to the benefit of the parties
hereto and their respective agents, heirs, distributees, executors,
administrators, successors and assigns, except as otherwise expressly provided
in this Lease.

                                   ARTICLE 43.
                           RELATIONSHIP OF THE PARTIES

         43.1 Nothing contained in this Lease shall be deemed or construed as
creating the relationship of principal and agent or of partnership or joint
venture between the parties hereto, it being understood and agreed that neither
the method of computing rent nor any other provision contained herein nor any
acts of the parties hereto shall be deemed to create any relationship between
the parties other than that of landlord and tenant. If the named Landlord in
this Lease is designated as an agent or managing agent, then Tenant agrees that
the word "Landlord" shall be deemed to refer solely to such agent's principal.

                                   ARTICLE 44.
                            REQUIREMENT OF EXECUTION

         44.1 The submission by Landlord to Tenant of this Lease for examination
or signature of Tenant does not constitute an offer, reservation of, or option
to lease, and this Lease shall have no binding force and effect upon the parties
as a Lease or otherwise until execution and delivery by both Tenant and
Landlord.


                                       46
<PAGE>   47
                                   ARTICLE 45.
                                  GOVERNING LAW

         45.1 This Lease shall be governed by and construed under the laws of
the State of New Jersey. All disputes arising out of this Lease shall be
resolved solely in the Federal or state courts located in the State of New
Jersey.

                                   ARTICLE 46.
                             ACCORD AND SATISFACTION

         46.1 No payment by Tenant or receipt by Landlord of a lesser amount
than the rent herein stipulated shall be deemed to be other than on account of
the earlier rent nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as 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 rent or pursue any other remedy
provided in this Lease.

                                   ARTICLE 47.
                REPRESENTATIONS AND AGREEMENTS; ENTIRE AGREEMENT

         47.1 Tenant expressly acknowledges and agrees that Landlord has not
made and is not making, and Tenant, in executing and delivering this Lease, is
not relying upon any warranties, representations, promises or statements, except
to the extent that the same are expressly set forth in this Lease. It is
understood and agreed that this Lease alone fully and completely expresses the
parties' agreement and that this Lease is entered into after full investigation,
neither party relying upon any statement or representation not embodied in this
Lease.

         47.2 This instrument constitutes the entire agreement between the
parties and there are no verbal or collateral understandings, agreements,
representations or warranties not expressly set forth herein.

                                   ARTICLE 48.
                            LEASE NOT TO BE RECORDED

         48.1 Tenant agrees not to place this Lease on record, but may record a
short form or memorandum of this Lease setting forth the basic information
regarding this Lease, in form and substance reasonably acceptable to Landlord.
Landlord shall have the right to discharge or cancel any such short form or
memorandum of this Lease upon the expiration or earlier termination of this
Lease. Tenant hereby appoints Landlord as its attorney in fact to execute in
Tenant's name any such documentation to effectuate such discharge or
cancellation.


                                       47
<PAGE>   48
                                   ARTICLE 49.
                                    SECURITY

         49.1 Upon execution of this Lease, Tenant shall deposit with the
Landlord the Security Deposit as security for the full and faithful performance
of this Lease upon the part of the Tenant to be performed. Upon termination of
this Lease, and providing the Tenant is not in default hereunder and has
performed all of its obligations under this Lease (including without limitation
the payment of all sums accruing hereunder), the Landlord shall return the
Security Deposit to Tenant. Tenant shall not be entitled to any interest on the
Security Deposit.

         49.2 The Security Deposit shall not and may not be mortgaged, assigned,
transferred or encumbered by Tenant and any such act on the part of Tenant shall
be without force and effect and shall not be binding upon Landlord.

         49.3 If any of the rent or any other sum payable by Tenant to Landlord
shall be overdue and unpaid, or if Landlord makes payment on behalf of Tenant,
or if Tenant shall fail to perform any of the terms, covenants and conditions of
the Lease, then Landlord may apply the entire Security Deposit or so much
thereof as may be necessary to compensate Landlord for payment of any such rent
in default or for any other sum which Landlord may expend or be required to
expend by reason of Tenant's default (including interest thereon at the Lease
Interest Rate) or for any reasonable loss or damage sustained by Landlord due to
such breach on the part of Tenant (including any reasonable damages or
deficiency in the reletting of the Premises), whether such damage or deficiency
may accrue before or after summary proceedings or other re-entry by Landlord and
other expenses and costs, and Tenant shall forthwith upon demand restore the
Security Deposit to the original sum deposited. The use by Landlord of all or
any part of the Security Deposit is not intended to be a form of liquidated
damages and shall not release Tenant from liability for the full amount of any
and all damages and expenses incurred by Landlord by reason of Tenant's default.

         49.4 In the event of bankruptcy or other creditor-debtor proceedings
against Tenant, the Security Deposit shall be deemed to be applied first to the
payment of rent and other charges due Landlord for all periods prior to the
filing of such proceedings.

         49.5 In the event of sale by Landlord of the Premises, Landlord may
deliver the then balance of the Security Deposit to the transferee of Landlord's
interest in the Premises and Landlord shall thereupon be discharged from any
further liability with respect to the Security Deposit, and this provision shall
also apply to any subsequent transferees provided that the transferee agrees in
writing to hold the Security Deposit in accordance with the terms of this Lease.


                                       48
<PAGE>   49
         49.6 No holder of a superior mortgage or a lessor's interest in a
superior Lease to which the Lease is subordinate shall be responsible in
connection with the Security Deposit, by way of credit or payment of any fixed
or additional rent, or otherwise, unless such mortgage or lessor actually shall
have received the entire Security Deposit.

         49.7 The Letter of Credit shall be an irrevocable standby letter of
credit in form and substance and issued by a financial institution reasonably
satisfactory to Landlord. The Letter of Credit is to secure the reimbursement of
the costs and expenses incurred by Landlord in performing Landlord's Work in the
event that Tenant breaches or is in default under the terms, covenants and
conditions of this Lease during the Initial Term hereof. The Letter of Credit
shall be available for payment upon presentation to the issuer of a statement
from the beneficiary to the effect that Secured Commerce Services, Inc. or its
assignee is in default in respect of the terms, covenants and conditions of this
Lease and by a statement as to the amount of the Letter of Credit to be drawn by
the beneficiary as a result of the payments of Base Rent and Additional Rent
theretofore paid by the Tenant under this Lease. Each monthly payment of Base
Rent and Additional Rent due under this Lease Agreement in full to Landlord
shall reduce the amount available to Landlord under such Letter of Credit by
Four Thousand One Hundred Sixty Six and 66/100 ($4,166.66) Dollars.

                                   ARTICLE 50.

         50.1 (Intentionally Omitted).

                                   ARTICLE 51.
                         JOINDERS AND SITE PLAN APPROVAL

         51.1 The Tenant, at Landlord's expense in the case of Landlord's Work,
hereby agrees to join in the execution of any and all documents pertaining to
the Premises which are requested by Landlord including, but not limited to, land
use plan amendments, zoning applications, and all other permits, applications
and/or documents, to be filed with any governmental and/or quasi-governmental
authorities with respect to the development of all or any portion of the
Premises ("Joinders"), provided, that such Joinder shall not materially affect
Tenant's ability to occupy the Premises and use the Premises for Tenant's
Permitted Use.

                                   ARTICLE 52.
                                 RENEWAL OPTION

         52.1 Provided that Tenant is not then in default of any of the terms,
covenants and provisions of this Lease, Landlord hereby grants to Tenant the
right to renew the term of this Lease for one (1) additional period of five (5)
years commencing on the day after the initial Expiration Date upon the same
terms and conditions as set forth in this Lease other than the Base


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<PAGE>   50
Rent which shall be as follows: $424,403.00 per annum [$154,275.00 per annum
($9.35 per square foot net for renovated office space X 16,500 square feet of
office space) plus $270,128.00 per annum ($8.00 per square foot net for office
space converted from warehouse space X 33,766 square feet of converted warehouse
space)] payable in equal monthly installments of $35,366.92. Tenant shall
exercise the within option by giving written notice to Landlord not later than
six (6) months prior to the initial Expiration Date, TIME BEING OF THE ESSENCE.
If Tenant fails to give such notice within said time period, Tenant shall be
deemed to have waived this Renewal Option and the provisions of this Section
shall be null and void.

                                   ARTICLE 53.
                            RIGHTS IN ADJACENT SPACE

         At such time that Landlord receives a bona find offer from a
prospective tenant for the rental of space adjacent and contiguous to the
Premises, Landlord shall present to Tenant the same essential terms and
conditions of the proposed lease transaction between the Landlord and
prospective tenant. If Tenant desires to match the offer and lease the space in
question, the Tenant must so notify the Landlord in writing within seven (7)
business days of Tenant's receipt of the essential terms and conditions of such
proposed lease transaction. It shall not be necessary for Landlord to present to
Tenant a complete lease in order to fulfill Landlord's obligation to Tenant
pursuant to this Article. The provisions of this Article 53 shall not apply to a
proposed lease transaction by and between Landlord and Accumed, Inc. or its
affiliates or Parker Communications Group, Inc. or its affiliates.

         IN WITNESS WHEREOF, the Parties hereto have hereunto duly set their
hands and seals as of the day and year first above written.


WITNESS:                             LANDLORD:
                                     a New Jersey limited liability company

                                     /s/ Burgise F. Palkhiwala
-------------------------------      --------------------------------------
                                     By:  Burgise F. Palkhiwala
                                     Title:  Managing Member

                                     /s/ Jon Parker
-------------------------------      --------------------------------------
                                     By:  Jon Parker
                                     Title:  Managing Member


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<PAGE>   51
ATTEST:                              TENANT:
                                     Secure Commerce Services, Inc. t/a Paytrust
                                     a Delaware corporation

                                     /s/ Kenneth Zeng
-------------------------------      --------------------------------------
                                     By:  Kenneth Zeng
                                     Title:  CFO


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<PAGE>   52
                                    EXHIBIT A

                        LOCATION OF PREMISES IN BUILDING


[GRAPHIC OF PREMISES IN BUILDING]


                                       52
<PAGE>   53
                                    EXHIBIT B

                              RULES AND REGULATIONS


1.      Tenant shall maintain the ground adjacent to the Premises in neat and
        orderly condition. Waste paper and refuse shall be gathered and disposed
        of at least daily. Sufficient refuse cans shall be placed near operating
        areas to permit convenient use of same by Tenant's employees and
        invitees.

2.      Doors and windows in the Premises shall not be covered or obstructed by
        Tenant and only such window coverings as are furnished or permitted by
        the Landlord shall be used in a Tenant's Premises.

3.      Water closets and other plumbing shall be used for no other purpose than
        those for which they were intended, and no sweeping, rubbish, rags, or
        improper articles or materials shall be thrown therein.

4.      No auction sales shall be conducted without the prior written permission
        of Landlord.

5.      No nuisance, public or private, shall be created or permitted in the
        Premises and the Premises shall be conducted so that no annoyance is
        caused to Landlord or other Tenants.

6.      All entrance doors in each Tenant's Premises shall be left locked and
        all windows shall be left closed by the Tenant when the Premises are not
        in use. Entrance doors shall not be left open at any time.

7.      No additional locks or bolts of any kind shall be placed upon any of the
        doors or windows in any Tenant's Premises and no lock on any door
        therein shall be changed or altered in any respect without Landlord's
        prior consent and Landlord shall be provided with keys to the Premises.
        Upon the termination of Tenant's lease, all keys to the Tenant's
        Premises shall be delivered to the Landlord.


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<PAGE>   54
                                  EXHIBIT C/C-1

                              [SEE ATTACHED PLANS]


         1. Phase One - 2,000 square feet of office space is immediately
available for occupancy.

         2. Phase Two - An additional 18,000 square feet of office space to be
completed as soon as possible.

         3. Phase Three - An additional 15,000 square feet of office space to be
completed no later than June 30, 2000. Rent for such additional space shall
commence on July 1, 2000, unless the Tenant takes possession of such additional
space on an earlier date at which time Rent for such additional space shall
commence upon the date of such possession.

         4. Phase Four - An additional final 15,000 square feet of office space
to be completed no later than November 30, 2000. Rent for such additional space
shall commence on December 1, 2000, unless the Tenant takes possession of such
additional space on an earlier date at which time Rent for such additional space
shall commence upon the date of such possession.


                                       54
<PAGE>   55
                                   EXHIBIT C-1


[GRAPHIC OF FLOOR SPACE]


                                       55
<PAGE>   56
                              EXHIBIT C (CONTINUED)
                                 LANDLORD'S WORK

1.       Offices, conference room and reception room in front of building as per
         plans.

2.       Canopy at main entrance and vestibule within reception area with double
         set of double glass doors.

3.       Kitchen area consisting of counter with sink and cabinets above
         counter, with area left for refrigerator.

4.       Enclose electrical panel by reception area.

5.       Close off area with gas and water meters.

6.       Painting, carpeting (or vinyl tiles), and replacing of ceiling tiles
         and lighting throughout.

7.       Refinishing of bathrooms and bringing in compliance with applicable
         building codes.

8.       Install double door in firewall at rear of area.

9.       Landlord shall complete the interior of the Premises in a turnkey
         fit-out using the Landlord's building standard finishes in accordance
         with plans and specifications as noted herein, in Exhibit A, if
         applicable, and Exhibit D-1.

10.      Landlord shall permit Tenant and/or its agents or labor to enter the
         Premises prior to the Commencement Date of the Lease upon prior
         reasonable written request from Tenant, at a time designated by
         Landlord consistent with Landlord's construction schedule in order to
         install telephone outlets and data lines. The foregoing right to enter
         prior to the Commencement Date, however, is conditioned upon Tenant's
         not interfering with Landlord's labor. If at any time such entry shall
         cause disharmony, interference or union disputes of any nature
         whatsoever or if Landlord shall, in Landlord's sole judgment, determine
         that such entry, such work and the continuance thereof shall interfere
         with, hamper or prevent Landlord from proceeding with the completion of
         the Demised Premises at the earliest possible date, this right of entry
         may be withdrawn by Landlord immediately upon written notice to Tenant
         but shall be reinstated as soon as Landlord deems Tenant's re-entry
         practicable. Such entry shall be at Tenant's sole risk. In the event
         that Tenant's agents or labor incur any charges from Landlord,
         including but not limited to, charges for clean-up costs necessitated
         by Tenant's entry, such charges shall be deemed an obligation of Tenant
         and shall be collectible as additional rent pursuant to the Lease.
         Landlord shall have no liability for any furnishings, equipment or
         other items


                                       56
<PAGE>   57
         placed in the Premises and Tenant shall indemnify, defend and hold
         Landlord harmless for any damage, loss or expense caused by it or its
         contractors or agents. Tenant must also provide evidence of insurance
         in accordance with the Lease and evidence of Worker's Compensation
         Insurance to protect Landlord and Tenant during the period of Tenant's
         entry prior to the Commencement Date.

11.      At any time after substantial completion of Landlord's Work, Landlord,
         upon reasonable notice to Tenant, may enter the Premises to complete
         unfinished details of Landlord's Work and entry by Landlord, its
         agents, servants, employees or contractors for such purpose shall not
         constitute an actual or constructive eviction, in whole or in part, or
         entitle Tenant to any abatement of rent, or relieve Tenant from any of
         its obligations under this Lease or impose any liability upon Landlord
         or its agents.

12.      The Tenant shall be responsible for its own telecommunications,
         computer and systems furniture installation.


                                       57
<PAGE>   58
                              EXHIBIT C (CONTINUED)
                                  TENANT'S WORK

1.       Five offices in rear of the Premises near lunch room.

2.       Shower area in front of Premises.

3.       Running of electric wiring from overhead conduits where requested by
         Tenant.

4.       Any and all appliances requested by Tenant.

5.       Installation of security system as requested by Tenant.

         In connection with Tenant's Work, Tenant shall pay to Landlord all sums
due from Tenant to Landlord prior to the commencement of the work.


                                       58