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                                                                 EXHIBIT 10.2(a)


                                      LEASE

THIS LEASE is made as of the 2nd day of June, 1999, by and between COMMERCE
CENTER AT PRINCETON LLC, a limited liability company organized and existing
under the laws of the State of New Jersey, having its principal place of
business at P.O. Box 7838, Princeton, New Jersey 08543 ("Landlord") and SECURE
COMMERCE SERVICES, INC. (OPERATING UNDER THE TRADE NAME OF PAYTRUST), a
corporation organized and existing under the laws of the State of New Jersey,
having its principal place of business located at 29 Emmons Drive, Princeton,
New Jersey 08540 ("Tenant").

                                   WITNESSETH

         WHEREAS, Landlord is the owner of the property known as Princeton
Commerce Center located in the Township of West Windsor, County of Mercer and
the State of New Jersey ("Property"), including the buildings commonly known as
29 Emmons Drive, ("Buildings"); and

         WHEREAS, Landlord desires to let to the Tenant and Tenant desires to
rent from the Landlord, that certain portion of the Buildings as more fully
described in Exhibit A ("Leased Premises"):

         NOW THEREFORE, in consideration of the recitals above, the terms,
covenants, conditions and provisions that follow, and the sum of ONE ($1.00)
DOLLAR, each party in hand paid to the other, the receipt and sufficiency of
which consideration is hereby acknowledged, the parties hereto, intending to be
legally bound thereby, agree as follows:


                                    ARTICLE I
                              TERM AND COMMENCEMENT

         1.01 Term. The term of this Lease shall commence on the "Commencement
Date" which shall be the earlier of the date set forth in Exhibit A or the date
upon which Tenant actually takes occupancy of the Leased Premises.

         1.02 Tenant will review and approve, if accurate, a Commencement Date
memorandum confirming the actual Commencement Date of Lease, to be supplied by
Landlord within sixty (60) days of the actual Commencement Date.

         1.03 Termination Date. This Lease, and all rights of the Tenant to the
use and occupancy of the Leased Premises shall terminate on the date as set
forth in Exhibit A.


                                   ARTICLE II
                                      RENT

         2.01 Base Rent. The base rent payments for the Leased Premises ("Base
Rent") shall commence on the Commencement Date (except the first month's Base
Rent which is due upon execution of this Lease) and shall be payable in advance,
on the first day of each calendar month for and during the Term. Base Rent shall
be payable by Tenant, without demand or notice, in the amounts and in accordance
with Exhibit A. Unless otherwise provided, Tenant shall have no rights to
withhold or offset Base Rent or Additional Rent.

         2.02 Additional Rent. All other rental due under this Lease including
without limitation all charges for services as set forth in Article 3, all late
charges set forth in Section 2.04 and any and all charges, assessments and other
monies due the Landlord under this Lease shall be deemed additional rental
("Additional Rent"), and shall be due on the first day of the calendar month in
which they are due, or the first day of the calendar month following invoice, as
the case may be.

         2.03 Payments and Late Payments. All Base Rent and Additional Rent
shall be paid to the Landlord by Tenant's good check or other good funds at the
address of the Landlord first set




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forth above, or such other address as Landlord may notify Tenant of, in writing,
from time to time. If more than two payments during any consecutive twelve month
period have been late by more than five (5) days, Tenant shall, at Landlord's
option, pay as Additional Rent to the Landlord a late charge equal to five
percent (5%) of any installment of Base Rent or Additional Rent not received by
the Landlord within five (5) calendar days of such payment being due. Such late
payments shall be immediately due and payable to the Landlord without the need
for invoice to the Tenant.

         2.04 Interest on Overdue Payments. Interest on all payments due
Landlord, whether as Base Rent or Additional Rent, shall commence accruing
fifteen (15) calendar days following the date upon which each such payment shall
become due and owing to the Landlord through the date each such payment is
actually received by the Landlord, at the rate of one and one-half (1.5%)
percent per month or the maximum rate allowed by law, whichever is less.


                                   ARTICLE III
                  REIMBURSABLE SERVICES AND OPERATING EXPENSES

         3.01 Common Area Services and Maintenance. (a) After the first lease
year, Tenant shall pay, as Additional Rent for each calendar year or
proportionate part thereof during the Term, Tenant's Proportionate Share (as set
forth in Exhibit A) of the increase in the Operating Expenses incurred during
any calendar year over the Operating Expenses incurred during the calendar year
at the Commencement Date of the Lease ("Base Year Operating Expenses").


                  (b) The term "Operating Expenses" shall mean Landlord's costs
of operating, repairing, and maintaining the land, buildings, and improvements
that are part of the Property to include real estate taxes and assessments;
insurance premiums; utility costs; telephone expenses; management fees and
expenses; accounting fees; legal costs; security services; supplies and
materials; general repairs, maintenance, and replacement costs; structural,
mechanical and electrical repairs; snow removal and grounds maintenance and
repair including parking areas; care and replacement of plants and flowers;
reasonable reserves for replacement and decorating; labor costs including
employment taxes and fringe benefits; the cost of equipment used in the
operation, repair and maintenance of the Property; and capital improvements
(amortized over their useful lives) necessary for the operation, repair, and
maintenance of the Property; and such other expenses and costs as are reasonably
necessary for the purpose of operating, maintaining and repairing the Property
in good condition. Operating Expenses shall not include any costs for which
Tenant is otherwise responsible under any other section of this Lease; debt
service or land rent, if any; or any costs of leasing or marketing space in the
Property.

         3.02 Payment of Estimated Reimbursable Costs and Expenses. After the
first lease year, on the first day of each calendar month during the term of
this Lease, Tenant shall pay to Landlord as Additional Rent one-twelfth of the
"Estimated Payment of Reimbursables" which shall be determined by the Landlord
for each calendar year based upon the historical Operating Expenses, together
with Landlord's estimate of any increases or decreases in such costs and
expenses for the forthcoming calendar year. In the event that the term of this
Lease commences on a date other than January 1, then the Estimated Payment of
Reimbursables and the amount paid by Tenant each month shall be adjusted by the
Landlord to reflect such commencement date. In the event that Tenant's
Proportionate Share of actual increases in costs and expenses set forth in this
Lease shall exceed the amount set by the Landlord in the Estimate Payment of
Reimbursables, or new reimbursables costs and expenses occur which were
unanticipated by the Landlord, the Landlord shall have the right to demand
Tenant pay to Landlord with the installment of Base Rent next due, Tenant's
Proportionate Share of any such increase or new reimbursable cost and expense.
All determinations by the Landlord under this Section 3.02 shall be made in
exercise of Landlord's sole, unfettered and unreviewable discretion (subject
solely to the annual adjustment described below in Section 3.03).

         3.03 Annual Reconciliation of Estimated Payment Reimbursables. Within
ninety (90) days of the close of each calendar year during the term of this
Lease, Landlord shall prepare an "Annual Reconciliation of Reimbursable
Expenses" which shall reconcile the Estimated Payment of Reimbursables by the
Tenant with the actual, detailed reimbursable costs and expenses incurred by the
Landlord for the previous calendar year. Tenant shall pay as Additional Rent any
difference owed by Tenant with the installment of Basic Rent next due (but in
any event not on




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fewer than 20 days' notice) and Landlord shall refund any overage to Tenant
simultaneously with the presentation of the Annual Reconciliation of
Reimbursable Expenses. Once each year, and upon written notice to Landlord,
Tenant can inspect the books and records for the Property at a mutually
agreeable time. Exercise of this right by Tenant shall act as neither a waiver
nor a postponement of payment of any amount due Landlord as Additional Rent, and
failure to make any payment when due shall be subject to the provisions of
Sections 2.03 and 2.04 and shall constitute a default as set forth in Article
13, below.

         3.04 Payments Due after End of Lease Term. Payments shall be made
pursuant to this Article 3 notwithstanding the fact that a statement is
furnished to Tenant after the expiration of the Lease.

         3.05 Payment for Utilities. Tenant shall pay for all utilities used in
or on the Leased Premises by Tenant including the cost of water, sewage,
electricity, and natural gas. In the event such utilities are not separately
metered and billed to Tenant, Landlord shall make a reasonable estimate of
Tenant's share of such utility costs and Tenant shall reimburse Landlord for
such utilities as Additional Rent due on the first day of the calendar month
next following rendition of a bill therefor.

         3.06 Repairs and Maintenance. (a) Except as provided in subsection (b)
below, Tenant shall, throughout the Term and at Tenant's sole cost and expense,
keep and maintain the Leased Premises in a neat and orderly condition; and upon
expiration of the Term, Tenant shall leave the Leased Premises in the same order
and condition as when received, ordinary wear and tear, damage by fire or other
casualty and Landlord's obligations alone excepted. Tenant shall not knowingly
suffer or permit any waste,damage or injury to the Leased Premises. Tenant shall
not use or permit the use of any portion of the common areas of the Building for
other than their intended use as specified by the Landlord from time to time.

              (b) Landlord shall, throughout the Term, perform all required
maintenance and make all necessary repairs to the mechanical, electrical, HVAC,
plumbing and other systems, facilities, fixtures, and equipment serving the
Leased Premises, the roof, the exterior elements and structural elements of the
Leased Premises, the parking areas, and all other improvements located on the
Property, all in a prompt fashion; Landlord shall keep and maintain all common
areas and access ways adjoining the Property in a clean and orderly condition,
free of accumulations of snow, ice and dirt and rubbish, and shall keep and
maintain all landscaped areas within the Property in a neat and orderly
condition. Landlord's obligations under this Section 3.06 shall be undertaken
and prosecuted in a manner consistent with other suburban office buildings of
similar quality in the greater Princeton area.

         3.07 Janitorial Services and Trash Removal. Tenant acknowledges and
agrees that Tenant shall be responsible for, and shall pay all costs and
expenses incurred in connection with, janitorial services for the Leased
Premises and the removal and disposition of all trash. Tenant agrees further
that Tenant will comply with any mandatory recycling programs. Tenant shall use
the trash facilities provided at the Property by Landlord.


                                   ARTICLE IV
                     LANDLORD WORK AND CONDITION OF PREMISES

         4.01 Tenant's Work Letter. Landlord shall provide, at its cost and
expense, the work specifically stated in the Tenant's Work Letter, attached
hereto as Exhibit B ("Work Letter"). Any work requested by the Tenant or
performed by the Landlord or others at Landlord's expense not specifically
enumerated on the Work Letter shall be paid for by the Tenant as Additional Rent
as set forth below at Landlord's actual costs plus ten percent (10%) overhead
and profit. Any and all changes to the Work Letter or other work to be performed
by Landlord are valid solely if approved in writing by Tenant and by the
Landlord or its management company. Tenant shall direct any requests for changes
to the work set forth in the Work Letter or otherwise only to the Landlord or
its management company and not to the architect, contractor, subcontractor or
any workman. Failure of Tenant to provide, in writing, drawings, selections or
make decisions necessary to complete the work set forth in the Work Letter or
otherwise agreed to by Landlord within the time limits set forth in the Work
Letter or in a written request for such information by the Landlord shall result
in the immediate commencement of the term of this agreement of Lease,
notwithstanding the provisions of Section 1.01, above. In each instance, Tenant
shall have not less than five (5) days to respond.




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         4.02 Payment for Work. Tenant shall pay as Additional Rent any and all
payments called for in the Work Letter or in any changes to the work agreed to
in writing by Tenant and by the Landlord upon issuance of an invoice by the
Landlord. Failure to make any such payment when due shall be subject to the
provisions of Sections 2.03 and 2.04, and, after notice, shall constitute a
default as set forth in Article 13 below. Notwithstanding the provisions of
Section 1.01, Landlord shall not be obligated to deliver possession of the
Premises to Tenant in the event that any Additional Rent due Landlord under this
Article 4 remains unpaid. Any such postponement in the delivery of the
possession of the Leased Premises pursuant to this Section 4.02 shall not
otherwise delay the obligation of the Tenant to commence payments of Basic Rent
and Additional Rent, including, without limitation Estimated Payment of
Reimbursables, all of which shall commence to accrue on what would otherwise
have been the Commencement Date.

         4.03 AS IS. Except solely for the work set forth in the Work Letter,
Tenant acknowledges that it has fully inspected the Leased Premises and agrees
to accept the Leased Premises "AS IS." As of the date Tenant moves in, Landlord
covenants that all electric, HVAC, plumbing, and other systems will be in good
working order.


                                    ARTICLE V
                              COMPLIANCE WITH LAWS

         5.01 Compliance with Laws. Tenant covenants that no waste, injury or
damage shall be committed upon or permitted to the Leased Premises by Tenant,
that the Leased Premises shall not be used by Tenant for any unlawful purposes,
and that no violations of statute, law, ordinance, rule or regulation of any
governmental, quasi-governmental or other authority having jurisdiction over the
Leased Premises, the Landlord or the Tenant shall be committed by the Tenant or
permitted by the Tenant in or about the Leased Premises. Tenant shall give
Landlord prompt written notice of any fire, damage, or injury in, to or about
the Leased Premises or the Property, or to persons on, or about the Leased
Premises or Property. Tenant shall take or permit no action or inaction in or
about the Leased Premises which would cause the increase in any insurance
premium for the Leased Premises, Buildings or Property, nor that would violate
the requirements of any carrier of any insurance policy covering the Leased
Premises, Buildings or Property.

         If at any time prior or during the term of this Lease, the Tenant makes
any alterations, improvements or additions to the Leased Premises, whether
pursuant to Section 4 or in violation of this Lease (but excluding any work
performed by Landlord or by its contractors), which violates any statute, law,
ordinance, rule or regulation of any governmental, quasi-governmental, other
authority having jurisdiction over the Leased Premises or any insurance carrier
having a policy of insurance covering the Landlord or the Tenant, the Tenant
shall pay any and all costs, expenses and charges necessary to comply fully with
same. Tenant further covenants that it will not engage in any business activity,
or undertake alterations to the Leased Premises, which jeopardizes the
Landlord's insurance coverage, or creates additional risk to Landlord which may
cause an increase in insurance premium, and/or in Landlord's opinion, a
withdrawal of insurance coverage by an insurance carrier.


                                   ARTICLE VI
                        USE OF PREMISES AND COMMON AREAS

         6.01 Use of Premises. The Premises may be used and occupied by the
Tenant solely for the purposes described in Exhibit A and for no other purpose.
Landlord represents and warrants to Tenant that such use is a permitted use
under the applicable zoning laws, and is not a use which would only be permitted
upon receipt of a variance under the Municipal Land Use Law of the State of New
Jersey.

         6.02 Signage. Tenant shall be permitted to place a sign at the front
entry to its Leased Premises and another sign for service deliveries at the side
entry. Such signs shall be approved by Landlord (approval shall not be
unreasonably withheld or delayed) and shall be in accordance with the
regulations for such signs then in effect for all tenants. Tenant shall not
affix any other sign, advertisement, or display that is visible from the
exterior of the Leased Premises, except as




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approved by Landlord. Tenant shall be entitled to a listing on the directory at
the entrance to the Property.

         6.03 No violation of Certificate of Occupancy. Tenant shall not use or
occupy the Leased Premises in violation of the Certificate of Occupancy. Tenant
shall not commit or suffer to be committed any waste in or upon the Leased
Premises and shall keep the Leased Premises in the condition and appearance as
delivered, wear, tear, Landlord's obligations and damage by fire or other
casualty excepted.

         6.04 Compliance with Rules and Regulations. Tenant shall faithfully
comply with all reasonable rules and regulations ("Rules and Regulations")
promulgated by Landlord and provided to Tenant from time to time, including
those Rules and Regulations set forth in Exhibit C, together with all
modifications and additions thereto adopted by Landlord from time to time in
writing, provided such rules and regulations do not result in a material expense
to Tenant and provided same do not diminish Tenant's rights hereunder. Landlord
shall not be responsible for the non-performance by any other tenant or occupant
of the Property of any of the Rules and Regulations.

         6.05 Surrender of Leased Premises. Upon expiration of the Lease Term or
earlier termination of the Lease, Tenant shall quit and surrender the Leased
Premises, in the same order and condition as delivered, wear, tear, Landlord's
obligations and damage by fire or other casualty excepted, and Tenant shall
remove all of its property. Any property not so removed shall be considered to
be abandoned by Tenant, and Landlord may dispose of such property in any manner
it deems appropriate without liability to Tenant. Tenant's obligation to observe
and perform this covenant shall survive the expiration of the Lease Term.

         6.06 Holding Over. If Tenant holds possession of the Leased Premises
after the expiration of the Lease Term, without the consent of Landlord, Tenant
shall become a tenant from month to month under the provisions herein provided,
but at a Base Rent equal to 150% of the installments of Base Rent payable for
the last month of the lease term, such amounts to be payable in advance on or
before the first (1st) day of each month.


                                   ARTICLE VII
              SUBORDINATION, ESTOPPEL, AND MORTGAGEE RIGHT TO CURE

         7.01 Subordination. Tenant acknowledges and agrees that this Lease and
all of Tenant's rights, entitlements and interest in and to the Leased Premises,
Buildings and Property ( "Tenant's Interests") are subordinate to any and all
ground or underlying leases and to the lien of any mortgages or deeds of
indenture or trust which are now, or may at any time in the future, become a
lien upon the Leased Premises, Buildings or Property, and to any modification
thereof or amendments thereto, and to all advances made or hereafter to be made
upon the security thereof ( "Superior Interests"). The subordination of the
Tenant's Interest to the Superior Interests shall be self-operative and no
further instrument of subordination or other writing shall be required for such
subordination to be effective. Notwithstanding the foregoing, Tenant agrees to
execute and deliver to Landlord, within five (5) days of Landlord's written
request, in writing, instrument or instruments confirming the subordination of
Tenant's Interests, and Tenant hereby appoints Landlord as Tenant's
attorney-in-fact to execute and deliver in the name and on behalf of the Tenant,
any such writing or instrument.

         7.02 Estoppel Certificates. Each party shall at any time and from time
to time, within fifteen (15) days of receipt or written request therefore,
execute, acknowledge and deliver to the other an Estoppel certificate, in form
reasonably requested by the other, certifying: (a) that this Lease remains
unmodified, and in full force and effect as of the date of such certificate (or
if there are modifications to the Lease, reciting the date and effect of such
modifications and that they remain in full force and effect as of the date of
such certificate); (b) the dates as of which the Base Rent and Additional Rent
have been paid in advance, if any; (c) whether any options or elections granted
to the Tenant under this Lease, if any, have been exercised; (d) whether or not,
to the best of the signer's knowledge, the other party is in default in
performance of any obligation, duty or responsibility hereunder, or has taken or
omitted to take any action which, solely with the passage of time, would
constitute a "Default" hereunder and if so, specifying each such default, action
or inaction of which the signer has knowledge; and (e) that the signer is



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aware that the recipient is relying on such Estoppel certificate for the purpose
of extending credit to the Landlord or purchasing the Leased Premises, Buildings
or Property, as the case may be.

         7.03 Mortgagee Right to Cure. Tenant agrees that if Landlord shall have
failed to cure any default under this Lease within the time provided for in this
Lease, then the mortgagee shall have an additional thirty (30) days within which
to cure such default or, if such default cannot be cured within that time, then
such additional time as may be necessary. If within such thirty (30) days, any
mortgagee has commenced and is diligently pursuing the cure of such default
(including but not limited to commencement of foreclosure proceedings, if
necessary to effect such cure), then in that event this Lease shall not be
terminated while such remedies are being so diligently pursued by such
mortgagee. The parties agree that any monetary default is curable and must be
cured by such mortgagee within ten (10) days.


                                  ARTICLE VIII
                              ASSIGNMENT OR SUBLET

         8.01 Assignment or Sublet. Subject to the provisions hereof, Tenant
shall have the right to assign or sublet the Leased Premises and its interest
under this Lease, with the written consent of the Landlord, which consent shall
not be unreasonably withheld or delayed. Landlord shall be considered to have
acted reasonably if it withholds consent due to bona fide concerns regarding the
financial condition of the proposed new occupant, the setting of rent at a rate
below 95% of the prevailing rate for similar space at the Property at the time
of the assignment or sublease, the entering into an assignment or sublease with
either a current occupant of space at the Property or a prospective occupant
whom Landlord has been soliciting. No such assignment or subletting shall in any
manner release Tenant from any of its obligations, duties, responsibilities or
liabilities under this Lease, or under any extension, modification or alteration
executed prior or subsequent to any such assignment or subletting. Any such
subletting or assignment shall be to a tenant of a quality and for a use
consistent with the Tenant and other tenants in the Buildings or the Property.
Landlord reserves the right to reasonably approve any and all terms, covenants,
conditions, provisions and agreements of any such assignment or subletting, and
Tenant agrees not to advertise or market the Leased Premises without the prior
written consent of the Landlord, not to be unreasonably withheld or delayed. No
subletting shall be permitted the terms of which set the base rent at less than
95% of the prevailing rent for similar suites at Princeton Commerce Center nor
at more than 105% of the base rent being paid by Tenant.

         8.02 Recapture. If the rental rate paid by any subtenant or assignee of
the Leased Premises, including any and all payments of any nature or type
whatsoever to or for the benefit of the Tenant after deducting all reasonable
costs and expenses of the sublet or assignment, including but not limited to
payments in kind or services, shall exceed 100 % of the Base Rent and Additional
Rent being paid under this Lease, then Landlord reserves the right to recapture
any such excess from either or both the Tenant and any subtenant or assignee,
who shall both be jointly and severally liable to Landlord for payment of same.
The provisions of this Section 8.02 shall not apply to the transactions listed
in Section 8.04.

         8.03 Brokerage and Indemnification. Tenant shall defend, indemnify, and
hold Landlord harmless from any claims for broker's commission, finder's fee, or
other compensation in connection with any sublease or assignment hereunder,
other than an assignment of sublease directed by Landlord.

         8.04 Additional Provisions. Anything in Article VIII of this Lease
contained to the contrary notwithstanding, Landlord hereby expressly consents
to, and waives any right of recapture or termination and any right to receive
any profit or compensation derived by Tenant directly or indirectly in
connection with, any assignment or other transfer of this Lease or sublease of
any or all of the Leased Premises by Tenant (a) by reason of or in connection
with a corporate reorganization (excluding bankruptcy) of Tenant, (b) to any
corporation or other entity which is acquiring pursuant to a court order (other
than bankruptcy) requiring that Tenant "spin off" its facilities located at the
Leased Premises, (c) as an assignment for security in connection with any debt
financing obtained by Tenant, (d) to any entity, a majority of whose voting
stock or managing interests is owned by Tenant, (e) to any corporation into
which or with which Tenant, its successors or assigns, is merged or
consolidated, (f) to any parent or subsidiary of



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Tenant, and (g) to any person or entity acquiring all or substantially all of
the stock, assets or managing interests of Tenant.


                                   ARTICLE IX
                    ALTERATIONS AND WORK PERFORMED BY TENANT

        9.01 Landlord's Consent Required. Tenant agrees that will make no
alterations, improvements or additions to the Leased Premises (hereinafter
collectively referred to as the ("Tenant Improvements") without the prior
written consent of Landlord, which consent will not be unreasonably withheld.
Tenant must submit to Landlord, with any such request to make Tenant
Improvements, detailed plans, drawings and specifications for same prepared by
licensed architects or engineers, as may be appropriate, and any material
modifications or changes shall be subject to review and approval by Landlord as
stated above prior to being incorporated in the Tenant Improvements. Any and all
such Tenant Improvements, excluding solely Tenant's movable trade fixtures,
shall become the property of the Landlord upon installation and shall remain
upon and be surrendered with the Leased Premises upon the expiration or
termination of this Lease. The foregoing provisions notwithstanding, Tenant
shall be permitted to make interior non-structural changes costing up to $10,000
each, without the consent of Landlord, but Tenant must provide a complete set of
plans identifying all such changes, which are either sealed by a licensed
architect or approved in writing by West Windsor Township, if such approval
shall be required.

         9.02 Performance of Tenant Improvements. Tenant shall make all Tenant
Improvements in accordance with all applicable statutes, laws, rules,
regulations, ordinances and codes of authority and entities having jurisdiction
over same, shall secure at Tenant's sole cost and expense, any and all required
permits, authorizations, approvals, certificates and the like, and all such
Tenant Improvements shall be performed in good and workmanlike manner and shall
not in any manner diminish the value of the Leased Premises.

         9.03 Insurance. With regard to each Tenant Improvement, Tenant shall
procure, pay for and deliver to Landlord certificates evidencing the following:
(a) fire and casualty insurance; (b) Workman's Compensation Insurance covering
all persons who will perform any work with regard to such Tenant Improvements
for Tenant or any contractor, subcontractor or other person; and (c) Public
Liability Insurance for injuries or damage to persons or property. All of the
foregoing policies of insurance shall be written by companies authorized to
transact such business in the State of New Jersey and with adequate financial
capability, and shall be in form, content and amount reasonably satisfactory to
Landlord.

         9.04 Conditions and Reimbursement of Landlord. In granting its consent
to any Tenant Improvement, the Landlord may impose such conditions (including,
but not limited to, with respect to alterations in excess of $10,000, guarantees
of completion, payment and restoration) as Landlord may reasonably require.
Tenant agrees to pay to Landlord as Additional Rent under this Lease any
reasonable fees or expenses incurred by Landlord in connection with the
Landlord's submission of any drawings, plans and/or specifications for Tenant
Improvements to an architect or engineer selected by Landlord, and for any other
reasonable costs or expenses incurred by Landlord relating to the review,
approval, inspection or monitoring of any Tenant's Improvements. Notwithstanding
the review and/or approval of any drawings, plans or specifications by Landlord
or any persons or entity on behalf of Landlord, such review or approval shall in
no manner limit or reduce the liability of Tenant or its professionals,
consultants, contractors, subcontractors or others performing work or providing
services for the drawings, plans, specifications, design and/or construction of
the Tenant Improvements.

         9.05 Tenant Improvements Upon Termination. If Landlord's consent
required in Section 9.01 is granted subject to the requirement that all or
certain of the Tenant Improvements be removed at the end of the Lease Term,
Tenant shall prior to the expiration of the term of this Lease, or within ten
(10) days following any other termination of this Lease, remove any such
specified Tenant Improvements and restore the Leased Premises, reasonable wear
and tear excepted. Tenant shall be solely responsible for the costs and expenses
of same, including the procurement of the insurance policies required pursuant
to Section 9.03, and shall be responsible for any and all damage or injury to
the Property of Landlord, other tenants or others as a result of the removal of
Tenant Improvements and restoration of the Leased Premises.





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         9.06 Landlord not Liable. Landlord shall not at any time be liable or
responsible for the cost, in whole or part, of any Tenant Improvements or any
other work of any nature performed by, or at the request of the Tenant in or
about the Leased Premises, except solely for the work set forth in the Tenant's
Work Letter described above in Article 4 as the same may be amended by change
orders, and any other work provided by Landlord. Tenant covenants, represents
and warrants that Tenant shall not allow or suffer any mechanic's or
materialmen's lien to be filed, perfected or maintained under the laws of the
State of New Jersey against the Leased Premises, the Buildings or the Property
for or on account of any Tenant Improvements or other work being performed or
materials delivered at the request of or for the benefit of the Tenant. Tenant
further covenants, represents, warrants and agrees that in the event any
contractor, subcontractor, materialman, laborer or any other person or entity
whatsoever shall seek to impose a lien upon the Leased Premises, the Buildings
or the Property, whether by service or filing of a notice or stop notice of any
kind or nature whatsoever relating to or regarding work performed or to be
performed in or about the Leased Premises, Buildings or Property, or materials
delivered, or to be delivered, incorporated in or to be incorporated in the
Leased Premises, Buildings or Property, at the request of or on behalf of the
Tenant, that Tenant shall, within thirty (30) days actual written notice of
same, immediately notify the Landlord and forthwith proceed to obtain an
effective cancellation or discharge of such notice, stop-notice or lien. Should
Tenant fail to accomplish same, Landlord shall have the right to take such
actions and pay such monies as may be necessary to immediately effectuate the
discharge and/or cancellation of any such notice, stop-notice or lien, and
Tenant shall pay Landlord immediately upon invoice therefore, as Additional
Rent, all such monies, costs and expenses of the Landlord in connection
therewith, including, but not limited to, reasonable attorney's fees.



                                    ARTICLE X
          DAMAGE OR DESTRUCTION OF THE PREMISES, BUILDINGS OR PROPERTY

         10.01 Notification of Damage or Destruction. Tenant shall promptly
notify Landlord of any fire, casualty, damage, or injury in or to the Leased
Premises, the Buildings, or the Property.

         10.02 Total Destruction. In the event of total destruction, at
Landlord's option, as soon as reasonably possible thereafter, Landlord shall
commence repair and restoration of the Leased Premises and proceed diligently to
completion, in which event this Lease shall remain in full force and effect; or
within thirty (30) days after such damage, elect not to so repair or restore the
Leased Premises, in which event this Lease shall terminate. In either event,
Landlord shall give Tenant written notice of its intention within said thirty
(30) day period. In the event Landlord elects not to restore the Leased
Premises, this Lease shall be deemed to have terminated as of the date of such
total destruction. Tenant shall have the right to terminate this Lease if
Landlord fails to make a timely election within such thirty (30) day period, or
if Landlord elects to repair and such work is not substantially completed for
resumption of Tenant's normal business uses within 180 days of the date of the
casualty.

         10.03 Partial Destruction. (a) In the event of a partial destruction of
the Leased Premises, to an extent not exceeding twenty-five percent (25%) of the
full insurable value thereof, and if the damage thereto is such that the Leased
Premises may be repaired, reconstructed or restored within a period of ninety
(90) days from the date of the happening of such casualty, and if Landlord will
receive insurance proceeds sufficient to cover the cost of such repairs,
Landlord shall commence and proceed diligently with the work or repair and
restoration of the Leased Premises and this Lease shall continue in full force
and effect. If such repair is not completed within said ninety (90) day period
and if Landlord has received sufficient insurance proceeds, then Tenant may
terminate this Lease at the end of the ninety (90) days by written notice to
Landlord.

                  (b) If such work or repair, reconstruction and restoration
shall require a period longer than ninety (90) days or exceeds twenty-five
percent (25%) of the full insurable value thereof, or if said insurance proceeds
will not be sufficient to cover the cost of such repairs, then Landlord either
may elect to so repair or restore and this Lease shall continue in full force
and effect or Landlord may elect not to repair or so restore and the Lease shall
then terminate. Landlord shall give written notice to Tenant of its intention
within said ninety (90) day period. In the event Landlord elects not to restore
the Leased Premises, this Lease shall be deemed to





                                       8
<PAGE>   9
have terminated as of the date of such partial destruction. Tenant shall have
the right to terminate this Lease if repair work is not substantially completed
within 180 days of the date of the casualty.

         10.04 Surrender of Premises. Upon any termination of this Lease under
any of the provisions of this Article 10, the parties shall be released without
further obligation to the other from the date possession of the Leased Premises
is surrendered to Landlord except for items which have theretofore accrued and
are then unpaid or which survive the termination of this Lease.

         10.05 Abatement of Rent. In the event of damage or destruction as
herein provided, the rent payable under this Lease shall be abated
proportionately in the degree to which Tenant's use of the Leased Premises is
reasonably impaired during the period of such repair, reconstruction or
restoration until Landlord's repair, reconstruction or restoration is complete;
provided that there shall be no abatement of rent unless the Leased Premises are
untenantable for two (2) consecutive business days. Except as herein expressly
provided, Tenant shall not be entitled to any compensation or damages for loss
in the use of the whole or any part of the Leased Premises and/or any
inconvenience or annoyance occasioned by such damage, repair, reconstruction or
restoration.

         10.06 Limitations of Landlord Responsibility. (a) If Landlord is
obligated to or elects to repair or restore as herein provided, Landlord shall
be obligated to make repair or restoration (to the extent of available insurance
proceeds) only of those portions of the Leased Premises which were originally
provided at Landlord's expense, and the repair and restoration of items not
provided at Landlord's expense shall be the obligation of Tenant, unless all or
a portion of such additional items are covered by proceeds of Landlord's
insurance.

                  (b) Notwithstanding anything to the contrary contained in this
Article 10, Landlord shall not have any obligation whatsoever to repair,
reconstruct or restore the Leased Premises when the damage resulting from any
casualty covered under this Article 10 occurs during the last six (6) months of
the Term (as extended by the exercise of any renewal terms) of this Lease. If
fire or other casualty covered under this Article X occurs during the last six
(6) months of the Term that reasonably impairs the ability of Tenant to operate
for a period of more than ten (10) days, either Landlord or Tenant may terminate
this Lease.

                  (c) Notwithstanding anything to the contrary contained in this
Article 10, in no event shall the Landlord be responsible for the repair,
restoration, or replacement of any personal property or fixtures of the Tenant.


                                   ARTICLE XI
                                  CONDEMNATION

         11.01 Option to Terminate. If all or any part of the Leased Premises or
the parking area used by Tenant shall be taken or appropriated under the power
of eminent domain or conveyed in lieu thereof, either party shall have the right
to terminate this Lease with respect to the area so affected upon written notice
to the other party, such termination to be effective upon actual delivery of
possession of the Leased Premises, or conveyance of title to the Leased Premises
to the governmental authority exercising such right of eminent domain. In the
event that either party shall terminate this Lease as herein provided, all Base
Rent and Additional Rent shall be reduced in proportion to the reduction in area
of the Leased Premises.

         11.02 Condemnation Award. Landlord shall receive any income, rent,
award or interest therein which may be paid in connection with the exercise of
such power of eminent domain, and Tenant shall have no claim against Landlord
for any part of any sum paid by virtue of such proceedings, whether or not
attributable to the value of the unexpired term of this Lease. Tenant hereby
releases and assigns to Landlord all of Tenant's rights to such award, covenants
to deliver such further assignments and assurances thereof as Landlord may from
time to time request, and hereby irrevocably designates and appoints Landlord as
its attorney-in-fact to execute and deliver in Tenant's name and on behalf of
Tenant all such further assignments thereof. Tenant may file a separate claim
for any taking of fixtures and improvements owned by Tenant and for moving
expenses or the unamortized costs of any leasehold improvements.





                                       9
<PAGE>   10
         11.03 Restoration of Premises. In the event that neither Landlord nor
Tenant elects to terminate this Lease as a result of a partial taking of the
Leased Premises, then Landlord shall promptly restore the Leased Premises to the
extent of condemnation proceeds available for such purpose to a condition as
comparable as possible to the condition at the time of such condemnation or
conveyance, less any portion of any building or land lost in such condemnation
and Tenant shall promptly make any and all necessary repairs, alterations and
restorations of Tenant's Improvements. Base Rent, Additional Rent and Tenant's
Proportionate Share shall be reduced in the same proportion that the floor area
so taken or conveyed bears to the floor area of the Leased Premises immediately
prior to such conveyance or taking.


                                   ARTICLE XII
                            COVENANTS OF THE LANDLORD

         12.01 Quiet Enjoyment. Landlord covenants that, during the term of this
Lease, and provided that Tenant is not in default in the performance of any of
its obligations, duties or responsibilities hereunder beyond the expiration of
any applicable notice or cure periods, the Tenant shall have the right of quiet
enjoyment of the Leased Premises, subject to the terms, covenants and conditions
herein, free from hindrance or molestation by Landlord or anyone claiming by,
through or under Landlord.

         12.02 Structural Maintenance. Landlord covenants that it shall be the
sole responsibility of the Landlord at its sole cost and expense to (i) repair,
replace, and maintain the roof [except for patching and minor repairs the cost
of which will be included in Operating Expenses, and except for damage resulting
from the actions of Tenant]; (ii) replace the load bearing structural members;
and (iii) repair the foundation of the Buildings or the Leased Premises.


                                  ARTICLE XIII
                                     DEFAULT

         13.01 Default. The occurrence of any one or more of the following
events shall constitute a default ("Default") hereunder by Tenant:

                  (a) The abandonment of the Leased Premises by Tenant
accompanied by a failure to pay rent.

                  (b) The failure by Tenant to make any payment of Base Rent or
Additional Rent when due, where such failure shall continue for a period of five
(5) days after notice from Landlord that the same is past due, it being
understood that Landlord shall not be required to provide notices more that
twice in any twelve month period.

                  (c) The failure by Tenant to observe or perform any other
covenant or provision of this Lease, where such failure shall continue for a
period of thirty (30) days after written notice from Landlord to Tenant. If the
nature of the Tenant's default is such that more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be in
default if Tenant shall commence such cure within said thirty (30) day period
and diligently prosecute such cure to completion.

                  (d) (1) The making by Tenant of any general assignment for the
benefit of creditors; (2) the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt or a petition for reorganization or arrangement under
any law relating to bankruptcy (unless, in the case of a petition filed against
Tenant, the same is dismissed within sixty (60) days); (3) the appointment of a
trustee or receiver to take possession of substantially all of Tenant's assets,
or substantially all of Tenant's assets located at the Leased Premises unless
dismissed within sixty (60) days, or of Tenant's interest in this Lease, where
possession is not restored to Tenant within sixty (60) days; or (4) the
attachment, execution or other judicial seizure of substantially all of Tenant's
assets, or substantially all of Tenant's assets located at the Leased Premises
or of Tenant's interest in this Lease where such seizure is not discharged
within sixty (60) days.







                                       10
<PAGE>   11
         13.02 Remedies. Upon the occurrence of Default hereunder:

                  (a) Landlord may perform for the account of Tenant any
obligation of Tenant and immediately recover as additional rent any expenditures
made and the amount of any obligations incurred in connection therewith, plus
interest at the Prime Rate of First Union National Bank, plus four percent (4%)
from the date of any such expenditure;

                  (b) Landlord may accelerate all Base Rent and Additional Rent
due for the balance of the term of this Lease and declare the same to be
immediately due and payable;

                  (c) In determining the amount of any future payments due
Landlord as a result of increases in Operating Expenses, Landlord may make such
determination based upon the amount of Operating Expenses paid by Tenant for the
full year immediately prior to such Default;

                  (d) Landlord, at its option, may serve notice upon Tenant that
this Lease and the then unexpired term hereof shall cease and expire and become
absolutely void on the date specified in such notice, to be not less than five
(5) days after the date of such notice without any right on the part of the
Tenant to save the forfeiture by payment of any sum due or by the performance of
any term, provision, covenant, agreement or condition broken; and, thereupon and
at the expiration of the time limit in such notice, this Lease and the term
hereof granted, as well as the right, title and interest of the Tenant hereunder
shall wholly cease and expire and become void in the same manner and with the
same force and effect (except as to Tenant's liability) as if the date fixed in
such notice were the date herein granted for expiration of the term of this
Lease. Thereupon, Tenant shall immediately quit and surrender to Landlord the
Leased Premises, and Landlord may enter into and repossess the Leased Premises
by summary proceedings, detainer, ejectment or otherwise and remove all
occupants thereof and, at Landlord's option, any property thereon without being
liable to indictment, prosecution or damages. No such expiration or termination
of this Lease shall relieve Tenant of its liability and obligations under this
Lease, all of which shall survive such expiration or termination whether or not
the Leased Premises shall be relet;

                  (e) Landlord may, at any time after the occurrence of a
Default, re-enter and repossess the Leased Premises and any part thereof and
attempt in its own name, as agent for Tenant if this Lease not be terminated or
in its own behalf if this Lease be terminated, to relet all or any part of the
Leased Premises for and upon such terms to such persons, firms or corporations
and for such period or periods as Landlord, in its sole discretion, shall
determine, including a term beyond the termination of this Lease; and Landlord
shall not be required to accept any tenant offered by Tenant or observe any
instruction given by Tenant about such reletting or do any act or exercise any
care or diligence with respect to such reletting or to the mitigation of
damages. For the purpose of such reletting, Landlord may decorate or make
repairs, changes, alterations or additions in or to the Leased Premises to the
extent deemed by Landlord commercially reasonable; and the cost of such
decoration, repairs, changes, alterations or additions shall be charged to and
be payable by Tenant as Additional Rent hereunder, as well as any reasonable
brokerage and legal fees expended by Landlord; and any sums collected by
Landlord from any new tenant obtained on account of Tenant shall be credited
against the balance of the rent due hereunder. Tenant shall pay to Landlord
monthly, on the days when the rent would have been payable under this Lease, the
amount due hereunder less that amount obtained by Landlord from such new tenant;

                  (f) Landlord may, but shall not be obligated to, make any such
payment or perform any such act (including the payment of money) on Tenant's
behalf without waiving its rights based upon any Default of Tenant and without
releasing Tenant from any obligation hereunder. All sums so paid by Landlord and
all costs incidental to the performance by Landlord of Tenant's obligations
hereunder shall be paid by Tenant to Landlord as Additional Rent pursuant to
Section 2.02. In the event of nonpayment of such sums by Tenant, Landlord shall
have, in addition to any other rights or remedies hereunder, the same rights and
remedies as in the case of default by Tenant for non-payment of Base Rent and
Additional Rent;

                  (g) Landlord shall have the right of injunction, in the event
of a breach or threatened breach by Tenant of any of the agreements, conditions,
covenants or terms hereof, to restrain the same and the right to invoke any
remedy allowed by law or in equity, whether or not other remedies, indemnity or
reimbursements are herein provided. The rights and remedies given to Landlord in
this Lease are distinct, separate and cumulative remedies; and no one of





                                       11
<PAGE>   12
them, whether or not exercised by Landlord, shall be deemed to be in exclusion
of any of the others; and

                  (h) Upon the occurrence of a Default, Landlord may draw down
on Tenant's Security Deposit to satisfy any unpaid obligations of Tenant and
upon notice from Landlord, Tenant shall immediately restore and fund the
Security Deposit to the amount set forth in Exhibit A.

         13.03 Liquidated Damages. In any case where Landlord has recovered
possession of the Leased Premises by reason of Tenant's Default, Landlord may as
an alternative to its other remedies hereunder and expressly in lieu thereof, at
Landlord's option, and at any time thereafter, and without notice or other
action by Landlord, and without prejudice to any other rights or remedies
Landlord may have hereunto or at law or equity, collect and recover from Tenant,
as damages for such breach, an amount equal to the excess of the Base Rent and
Additional Rent payable pursuant to this Lease from the date of election
hereunder by Landlord to the date of expiration of the Lease Term over the then
fair market rental value of the Leased Premises for the same period. Said
damages shall become due and payable to Landlord immediately upon such election
by Landlord hereunder, and without regard to whether this Lease has been
terminated by Landlord. In the computation of such damages, the excess of the
remaining installments of Base Rent and Additional Rent payable pursuant to the
terms of this Lease over the fair market value of the Leased Premises for the
period for which such installment was payable shall be discounted to the date of
election hereunder by Landlord at the prime or index rate on corporate loans at
First Union National Bank.

         13.04. Acceptance of Rent not to Constitute Waiver. A receipt by
Landlord of any payment of Base Rent or Additional Rent with knowledge of the
breach by Tenant of any covenant contained in this Lease shall not be deemed a
waiver of such breach, and shall not be deemed to have been waived unless
expressed in writing and signed by Landlord. Landlord shall be entitled, to the
extent permitted by applicable law, to injunctive relief in case of the
violation, or attempted or threatened violation, of any covenant, agreement,
condition or provision of this Lease, or to a decree compelling performance of
any covenant, agreement, condition or provision of this Lease, or to any other
remedy allowed Landlord under applicable law.

         13.05. Divisible Contract. For the purposes of any suit brought by
Landlord to enforce the provisions of this Lease or for damages hereunder, this
Lease shall be construed to be a divisible contract, to the end that successive
actions may be maintained on this Lease as successive periodic sums mature
hereunder.

         13.06. Expenses Incident to Enforcement of Lease. The party prevailing
in any litigation between Landlord and Tenant shall be entitled to have its
reasonable legal fees and court costs paid by the non-prevailing party.

         13.07. Waiver of Redemption and Reinstatement. Tenant hereby waives any
and all rights of redemption or reinstatement to which Tenant or any person
claiming by, through or under Tenant might be entitled by any law now or
hereafter in force.

         13.08. Remedies Cumulative. Landlord's remedies are in addition to any
remedy available to Landlord at law or in equity. Landlord agrees to use
commercially reasonable efforts to mitigate its damages hereunder.


                                   ARTICLE XIV
                          INSURANCE AND INDEMNIFICATION

         14.01. Fire and Casualty Insurance. (a) Tenant shall keep in full force
and effect during the Lease Term insurance against loss or damage by fire and
other casualty to Tenant's stock in trade, trade fixtures, furniture, equipment,
furnishings, removable floor coverings, signs and all other property of Tenant
in the Leased Premises in an "all risks" form, in an amount not less than eighty
percent (80%) of the full insurable value of the property covered and not less
than the amount sufficient to avoid the effect of the co-insurance provisions of
the applicable policy or policies.






                                       12
<PAGE>   13
              (b) Landlord shall keep in full force and effect during the Lease
Term insurance against loss or damage by fire and other casualty to the Leased
Premises and Property in an "all risks" form, in an amount not less than eighty
percent (80%) of the full insurable value of the property covered and not less
than the amount sufficient to avoid the effect of the co-insurance provisions of
the applicable policy or policies.



              (c) Tenant shall comply at its cost and expense with all rules,
orders, regulations, and requirements of any applicable fire insurance bureaus
or any other organization performing a similar function. Tenant shall promptly,
upon demand, reimburse Landlord for any additional premium charged for such
policy by reason of Tenant's failure to comply with the provisions hereof.

         14.02. Public Liability Insurance. Landlord and Tenant, at their own
cost and expense, shall keep in full force and effect during the Lease Term
comprehensive general liability insurance (including a contractual liability
insurance endorsement) against claims for personal injury, including bodily
injury and death, in an amount not less than $1,000,000 per person and per
occurrence, and for property damage in an amount not less than $1,000,000 per
occurrence.

         14.03. Workers' Compensation. Tenant shall provide Workers'
Compensation and Employer's Liability insurance as required by State law.

         14.04. Delivery of Insurance Policies to Landlord. Tenant shall deposit
with Landlord, on or before occupancy, insurance certificates evidencing the
policies of insurance required to be maintained by Tenant under this Article 14.
All such policies shall be taken out in form and with companies reasonably
satisfactory to Landlord. All insurance policies obtained by Tenant shall name
Landlord and any mortgagee of the Leased Premises as additional insureds, as
their interests may appear, and shall contain an undertaking by the insurers to
notify Landlord and the mortgagees of the Leased Premises in writing not less
than ten (10) days prior to any material change, reduction in coverage,
cancellation, or other termination thereof. Tenant shall not take any action or
fail to take any action the result of which would be to invalidate or cancel any
insurance policy required under this Article 14.

         14.05. Waiver of Subrogation. Any policy or policies of fire, extended
coverage, or similar casualty insurance, which either Landlord or Tenant obtains
in connection with the Leased Premises shall include a clause or endorsement
denying the insurer any rights of subrogation against the other party. Landlord
and Tenant hereby waive any rights of recovery against the other for injury or
loss due to hazards covered by insurance containing such a waiver of subrogation
clause or endorsement to the extent of the injury or loss covered thereby.

         14.06. Indemnification of Landlord. Tenant hereby assumes all risks and
waives all claims against Landlord for any damage to any property or any injury
to or death of any person in or about the Leased Premises arising at any time
and from any cause whatsoever, other than by reason of the gross negligence or
willful misconduct of Landlord and agrees to indemnify and defend Landlord from
and against any and all claims or liability for any injury or damage to any
person or property whatsoever occurring in, on or about the Leased Premises or
any part thereof when such injury or damage shall be caused in part or in whole
by gross negligence or wilful misconduct of Tenant, its agents, servants,
employees or invitees. Tenant further agrees to indemnify, defend and save
harmless Landlord from and against any and all claims by or on behalf of any
person, firm or corporation arising from the conduct of any work or thing
whatsoever done by Tenant in or about the Leased Premises, or from transactions
of Tenant concerning the Leased Premises, and will further indemnify, defend and
save Landlord harmless from and against any and all claims arising from any
breach or default on the part of Tenant in the performance of any covenant or
agreement on the part of Tenant to be performed pursuant to the terms of this
Lease, or arising from any act or negligence of Tenant, or any of its agents,
contractors, servants, employees or licensees, and from and against all costs,
reasonable counsel fees, expenses and liabilities incurred in connection with
any such claim or action or proceeding brought thereon. Furthermore, in case any
action or proceeding is brought against Landlord by reason of any such claims or
liability, Tenant agrees to defend such action or proceeding at Tenant's sole
expense. The provisions of this Section 14.06 shall survive the expiration or
termination of this Lease with respect to any claims or liability occurring
prior to such expiration or termination.

         14.07. Insurance Primary. Landlord and Tenant mutually agree that they
shall each look first to their own insurance coverage for the satisfaction of
any liability for claims for personal





                                       13
<PAGE>   14
injury or property damage which may be asserted against either of them by reason
of their respective interests in the Leased Premises.


                                   ARTICLE XV
                         ENVIRONMENTAL RESPONSIBILITIES

         15.01 Tenant's Environmental Compliance. For the purpose of this
Article 15, the following definitions shall apply:

              (a) "Environmental Release" shall mean any intentional or
unintentional release, spill, leakage, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, disposing, abandoning, discarding or
dumping of any Toxic Substance from, on, into or about the land, water or air of
the Leased Premises, Buildings or Property by Tenant, or any of Tenant's
employees, agents, contractors, subcontractors, licensees, guests or invitees.

              (b) "Remediation" shall mean activities in connection with the
clean-up of an Environmental Release, including, but not limited to testing,
sampling, analysis, excavation, removal, disposal, venting, cleaning, scrubbing
and/or replacement of any soils, ground water or surface waters, in accordance
with the provisions of any and all applicable laws, rules, regulations,
statutes, orders, injunctions or other directives, now or hereafter enacted,
passed or in force.

              (c) "Toxic Substance" shall mean a hazardous substance, hazardous
waste, hazardous material, pollutant or contaminant, as any of such terms are
now or hereafter defined in any and all applicable federal, state or local
statutes, laws, rules or regulations now or hereafter enacted to define
prohibited or regulated substances, together with all amendments thereto.

              (d) "Recycling Materials" shall mean a hazardous substance,
hazardous waste, hazardous material, other than Toxic Substances, whose disposal
is regulated by federal, state or local government or quasi-governmental
authority having jurisdiction.


         15.02 Environmental Covenants. Landlord and Tenant hereby covenant as
follows:

              (a) Neither Landlord nor Tenant shall use the Leased Premises,
Buildings, or Property or any part thereof, for the purpose of treating,
producing, handling, transferring, processing, transporting, disposing, using or
storing of any Toxic Substance.

              (b) Neither Landlord nor Tenant, nor any of their respective
employees, agents, contractors, subcontractors, licensees, guests or invitees
shall cause or permit to exist, as the result, in whole or in part, of any
action or omission by any one or more of them, an Environmental Release.

              (c) Except as otherwise provided, Tenant shall sort, dispose,
remove and/or arrange for the sorting, disposal and removal of any and all
Recycling Materials, in accordance with any and all applicable federal, state or
local statutes, laws, rules or regulations now or hereafter enacted to define
and control the sorting and disposal of any non-Toxic Substances, together with
all amendments thereto.

              (d) Each party shall be responsible for any and all Remediation
necessitated by its actions or inactions, including all costs and expenses and
the posting of financial assurances, required by any federal, state or local
governmental or quasi-governmental authority having jurisdiction, whether
ordered during the term of this Lease or otherwise should such Remediation be
required as a result of any breach under this Lease or (as such responsibility
relates to Tenant) arising or resulting from a closing, terminating or
transferring of operations of the Tenant or from any other action or inaction by
the Tenant.

              (e) Both Landlord and Tenant shall, at their sole cost and
expense, comply with any and all statutes, laws, rules, regulations, ordinances,
orders, and/or injunctions issued by a governmental or quasi-governmental
authority having jurisdiction relating to or involving Toxic Substances, and
they shall give each other prompt written notice of any lack of compliance
hereunder and of any notice it receives of an alleged violation of any of the
foregoing.






                                       14
<PAGE>   15
         (f) Landlord, to the best of its knowledge, believes that the Property
is not now contaminated by any Toxic Substance. Tenant shall have no liability
for any existing condition as of the date of this Lease nor for any
Environmental Release not caused by Tenant, its employees, agents, contractors,
subcontractors, licensees, guests or invitees.

These covenants, representations, and warranties shall survive the expiration or
earlier termination of this Lease. Notwithstanding the foregoing, Tenant may use
cleaning materials and office supplies in the ordinary course of Tenant's
business, in reasonable quantities and provided that such materials and supplies
are used, stored and disposed of in compliance with any and all statutes, laws,
rules or regulations now or hereafter enacted, together with all amendments
thereto.


                                   ARTICLE XVI
                              PAYMENTS BY LANDLORD

         16.01 Payments by Landlord. Tenant covenants, acknowledges and agrees
that, if Tenant shall at any time fail to make any payment or perform any act
which Tenant is obligated to make or perform under this Lease, Landlord may, but
shall not be obligated to, subject to the notice and cure provisions herein
provided, and without waiving or releasing Tenant from any obligation, duty,
responsibility or liability under this Lease, make any such payment or perform
any such act, in such manner and to such extent as the Landlord, in the exercise
of reasonable discretion shall determine. Tenant shall be liable to Landlord,
and shall pay to Landlord as Additional Rent immediately upon invoice all such
payments and all costs and expenses incurred by Landlord in connection with the
foregoing, including reasonable attorney's fees.


                                  ARTICLE XVII

                             Intentionally Deleted.


                                  ARTICLE XVIII

                             Intentionally Deleted.


                                   ARTICLE XIX
                                SECURITY DEPOSIT

         19.01 Security Deposit. Landlord and Tenant agree Tenant shall provide
security ("Security Deposit") for the payment and performance of its obligations
under this Lease. The Security Deposit will be held by Landlord in a
non-interest bearing account. The amount of the Security Deposit is set forth in
Exhibit A. The Security Deposit is due and payable upon execution of this Lease.
See Exhibit A for other terms regarding the Security Deposit.

         19.02 Application and Replacement of Security Deposit. At any time and
from time to time during the Lease Term, together with Renewal Term, the
Landlord may take, use and apply in any manner such Security Deposit for the
purpose of satisfying any obligations, duty, responsibility or liability of the
Tenant under this Lease which has not been performed or satisfied within the
time periods specified in this Lease, including payment of the costs and
expenses of the Landlord incurred in connection therewith (including, but not
limited to reasonable attorney's fee) and any amounts due Landlord upon a
Default. Landlord shall provide Tenant with written notice of same within a five
(5) day period of time prior to the application of such Security Deposit. In any
such event, Landlord shall have the right, at any time thereafter, to demand
that Tenant replenish any such amounts expended, and Tenant shall so replenish
such sum immediately upon receipt of invoice from Landlord.




                                       15
<PAGE>   16
                                   ARTICLE XX
                                  MISCELLANEOUS

         20.01 Brokers. Landlord shall be solely responsible for the brokerage
fees to be paid to the broker ("Broker") named in Exhibit A with regard to this
Lease. Except for such Broker, Landlord and Tenant each represent and warrant to
the other that no other broker brought about this Lease, and each party
indemnifies the other from, for and against any and all claims by and any other
brokers arising out of or resulting from the actions of such party.

         20.02 Notices. All notices, consents, waivers or other communications
which are required or permitted hereunder shall be sufficiently deemed given if
in writing and delivered personally, or the next day if by overnight courier
service with proof of service, or in two (2) business days if mailed through the
United States Postal Service as registered or certified, return receipt
requested and postage prepaid. All the foregoing methods of delivery shall be
made to the Landlord or the Tenant as the case may be, at the notice addresses
stated in Exhibit A, or such other addresses as either party may notify the
other of, in writing.

         20.03 Access and Right to Show. (a) Tenant hereby acknowledges and
agrees to permit Landlord or Landlord's authorized agents, and their employees,
access to the Leased Premises at any time and from time to time during normal
business hours at times pre-arranged with Tenant for the purpose of examining
and inspecting the Leased Premises, or making repairs, performing maintenance or
for any other legitimate business purpose of the Landlord, and at any time for
the purposes of making emergency repairs in the event of a threat of injury or
damage to persons or property. Tenant agrees to provide Landlord with a means of
emergency access by delivering all keys and alarm codes, as may be necessary to
accomplish the foregoing. Landlord will, conditions permitting, endeavor to
provide Tenant with reasonable notice prior to accessing the Leased Premises.

         (b) Tenant acknowledges that Landlord has reserved the right, and
agrees to permit Landlord and Landlord's authorized brokers, agents, and their
employees access to the Leased Premises upon reasonable notice during the last
six (6) months of the Lease Term or Renewal Term at times pre-arranged with
Tenant, for the purpose of showing the Leased Premises to prospective tenants
and others.

         20.04 No Waiver by Landlord. The failure of or delay in the Landlord
insisting upon the strict performance of any of the terms, covenants,
conditions, agreements or provisions of this Lease or exercising any option,
right or remedy herein conferred in any one or more instances shall not be
construed nor shall same act as a waiver, release or relinquishment of: (a) the
enforcement of any such failure or breach; or (b) any election, option, right or
remedy. Landlord, in the exercise of its sole, unfettered and unreviewable
discretion may enforce any such failure or breach, or any such election, option,
right or remedy at any time thereafter in the manner set forth in this Lease,
and the same shall at all times thereafter remain in full force and effect.

         20.05 No Abatement of Rent. Except as otherwise provided in this Lease,
no abatement, diminution, reduction or set-off of the Base Rent or any
Additional Rent shall be claimed by, or allowed to the Tenant for any
inconvenience, interruptions by any: (a) present or future laws, ordinances,
orders, rules, regulations or requirements of any federal, state, or local
governments or courts of competent jurisdiction; (b) priorities, rationing or
curtailment of labor or materials; (c) war, civil commotion, riots, strikes or
other labor unrest; (d) casualty to the Leased Premises, Buildings or Property;
(e) failure of any utility company, authority or agency to maintain such
services and utilities; or (f) other cause of causes beyond the control of the
Landlord. Neither shall any of the foregoing affect this Lease except solely for
the provisions of Article 10 (Casualty) and Article 11 (Condemnation).

         20.06 Entire Agreement. This Lease, and the Exhibits attached hereto
set forth the entire understanding and agreement between the parties with
respect to the subject matter hereof, and neither party has made to the other
any promise, statement, representation, warranty or covenant not expressly set
forth herein.

         20.07 Headings. The Article, Section, and Subsection headings set forth
in this agreement are for convenience only and shall have no affect upon the
meaning or interpretation of any provision in this Lease.





                                       16
<PAGE>   17
         20.08 Modification or Waiver. The terms, promises, conditions,
representations, warranties, covenants and agreements contained in this Lease
may not be waived, modified, amended or otherwise altered except in a writing
duly executed by the party against whom such waiver, modification, amendment or
alteration is sought.

         20.09 Counterparts. This Lease may be executed simultaneously in two or
more counterparts, each of which shall be deemed a duplicate original, but all
of which together shall constitute one and the same instrument, binding in
accordance with its terms.

         20.10 Parity. This Lease shall be deemed to have been drafted by both
parties equally, and therefore, in the event that any litigation arises under of
as a result of this agreement, it is specifically stipulated and agreed to by
Landlord and Tenant that this agreement shall be interpreted and construed
without regard to any rule of construction whereby ambiguities in an instrument
are resolved against the party that drafted the instrument in question.

         20.11 Parties. All the terms, covenants, conditions, representations,
warranties and promises set forth herein shall inur to the benefit of the
parties hereto and their respective successors and assigns. Landlord shall have
the right to sell the Leased Premises, Buildings and/or Property at any time.

         20.12 Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.

         20.13 Severability. In the event that any one or more of the provisions
contained in this Lease shall be determined to be void or unenforceable by a
court of competent jurisdiction, or by action of law, the parties agree that
they shall attempt, in good faith, to restructure this Lease so as to effectuate
and fulfill the purpose and intent of this Lease in compliance with applicable
laws, rules, regulations, and ordinances. However, notwithstanding the failure
of the parties to so agree, the remaining provisions contained in this Lease
shall remain in full force and effect, and be binding upon the parties hereto,
and their respective successors and assigns.

         20.14 Time of the Essence. Time shall be of the essence with regard to
all duties, responsibilities, and obligations of the Tenant under this Lease.

         20.15 No Recordation. Neither this Lease nor any memorandum thereof
shall be recorded in the Office of the Clerk of Mercer County.

         20.16 Sale of Property. Upon transfer of title to the Property,
Landlord shall be released from any liability arising thereafter based upon any
of the terms, covenants, and conditions, expressed or implied, which are
contained in this Lease. In which event, Tenant agrees to look solely to
Landlord's successor in interest for any liability under this Lease. Tenant
agrees to attorn to Landlord's successor in interest.

         20.17 Parking. Landlord agrees to provide unassigned parking for Tenant
equal to the number of spaces set forth in Exhibit A. Tenant agrees to refrain
from using more than these number of spaces.

         20.18. Relocation. Landlord reserves the right at any time, upon giving
Tenant not less than sixty (60) days' written notice, to relocate Tenant to
another suite in the Property. Any such proposed relocation shall be subject to
the reasonable approval of Tenant. The suite shall be of approximately the same
size as the Leased Premises. Landlord shall pay all costs of relocation,
including all moving expenses, the cost of new stationery, and any construction
required to provide approximately equivalent improvements. Landlord and Tenant
will execute an amendment to this Lease identifying the new space and making
appropriate adjustments for any decrease (but not any increase) in the rentable
area of the Leased Premises.

         20.19. Emergencies. In the event that an emergency exists which
requires the action of Landlord and Tenant first attempts to notify Landlord,
then Tenant shall be permitted to take such actions on behalf of Landlord as are
reasonably prudent to treat such emergency. Landlord shall reimburse Tenant upon
demand (including the presentation of an itemized list of expenses and
supporting documentation) for the reasonable, costs incurred by Tenant on behalf
of Landlord. Tenant assumes the liability for its actions in such event. If
Landlord fails to either reimburse Tenant or with reasonable grounds and in good
faith object to the request for payment



                                       17
<PAGE>   18
within thirty (30) days, Tenant may offset Base Rent until the full amount
demanded by Tenant is recovered.

         20.20. Delay in Completion of Construction. See Exhibit A for
provisions regarding delay in completion of construction by Landlord.

         20.21. Termination of Existing Lease. See Exhibit A for provisions
regarding the termination of the existing lease under which Tenant occupies
Suite E-10.




         IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
duly executed and acknowledged as of the day and year first above written.


WITNESS:                            LANDLORD
                                    COMMERCE CENTER AT PRINCETON LLC

                                    By:    /s/ Harry Levine
/s/ [Illegible]                            -------------------------------
---------------------                      Harry Levine, Managing Member



WITNESS                             TENANT
                                    SECURE COMMERCE SERVICES, INC.

  /s/ Robert K. Fisher              By:    /s/ Flint A. Lane
-----------------------                    --------------------------------



                                       18
<PAGE>   19
                                    EXHIBIT A

                            PRINCETON COMMERCE CENTER
                                   LEASE TERMS

         The Property is identified as 29 Emmons Drive, West Windsor Township,
Mercer County, New Jersey, and further identified on the official tax map of
West Windsor Township as Lot 5, Block 7.03.

             a. Leased Premises: Suite B-30 consisting of approximately 6,200
                rentable square feet.

             b. Commencement Date shall be the date (estimated to be September
                1, 1999) on which Landlord provides Tenant written notice that
                the Leased Premises are Ready-for-Occupancy. Ready-for-Occupancy
                date shall be defined as the date when all of the following
                conditions have been satisfied: (1) Landlord has delivered
                possession of the Leased Premises to Tenant; (2) construction
                has been substantially completed in accordance with the Tenant's
                Work Letter excepting only minor "punch list" items which
                Landlord shall diligently complete as soon as reasonably
                possible; and, if required to comply with state or local law,
                (3) a temporary or final certificate of occupancy has been
                issued.

             c. Term (Article 1): Five years (estimated to be August 31, 2004)
                from the Commencement Date.

             d. Base Rent (Section 2.01): The monthly amount of Base Rent shall
                be as follows:

                     First Year            $9,300.00
                     Second Year           $9,558.33
                     Third Year            $9,816.67
                     Fourth Year           $10,075.00
                     Fifth Year            $10,333.33

                Receipt of Tenant's first month's Base Rent is hereby
                acknowledged.

             e. Estimated Monthly Tenant Utility Cost (Section 3.05): N/A for
                direct meter

             f. Cost of Living Index: N/A

             g. Tenant's Proportionate Share (Section 3.01): 9.3%.

             h. Security Deposit: $ 55,000.00. The security deposit shall be
                placed in escrow with Ridolfi, Friedman, Frank, Edelstein, and
                Backinoff to be released to Landlord upon issuance of
                construction permits. The security deposit shall be returned
                within 30 days of the end of the Lease, subject to the
                provisions of the Lease.

             i. Landlord Contribution (Exhibit B): Landlord will provide a
                turnkey installation as more fully described in Exhibit B and
                the attached Schematic Floor Plan including new offices, walls,
                ceilings, carpet, bathrooms, lighting, doors, and a service
                kitchen (including plumbing but excluding equipment). Tenant
                shall pay $12,500.00 directly to Landlord upon lease execution
                and an additional $12,500.00 into the security deposit escrow
                with Ridolfi, Friedman, Frank, Edelstein and Backinoff (to be
                released to Landlord upon submission of construction documents
                and an application for a building permit to the township of West
                Windsor) for its share of the cost of the installation and shall
                pay the cost of any delays or upgrades, extras, or changes in
                the Schematic Floor Plan, if such delays, upgrades, extras or
                changes are caused by Tenant.
<PAGE>   20
             j. Permitted Use (Section 6.01): general office use


             k. Landlord's Notice Address:
                    P.O. Box 7838 Princeton, New Jersey 08543

             l. Tenant's Notice Address:
                    at the Leased Premises

             m. Parking Spaces (Section 20.17): not to exceed 24 cars,
                unassigned

             n. Broker (Section 20.01): Commercial Property Network, Inc.

             o. Renewal Term (Section 17.01): N/A

             p. Base Year Operating Expenses (Section 3.01): During the first
                year of occupancy, Tenant shall pay for no Operating Expenses.
                Base Year Operating Expenses shall be equal to $4.02 per square
                foot. Commencing with the second lease year, Tenant shall pay
                its proportionate share of any increases in Operating Expenses
                over the Base Year Operating Expenses.

             q. Termination of Existing Lease: Tenant occupies suite E-10 under
                a lease dated November 16, 1998 and amended as of January 13,
                1999, and upon Commencement Date will surrender such suite.
                Until Tenant surrenders this space, Tenant shall remain liable
                for fulfilling all of its responsibilities under such existing
                lease. As of the Commencement Date, the lease for suite E-10
                will terminate. Any prepaid rent and security deposit shall be
                applied first to any outstanding invoices under the previous
                lease and then, after the Commencement Date of this Lease, to
                the Base Rent required under this new lease.

             r. Delay in Completion of Construction: Landlord shall undertake
                completion of construction on or before the sixtieth day after
                issuance of all required building permits. For every two
                business days of delay beyond the sixtieth day, base rent shall
                abate for one day. Delays caused by Tenant (change orders,
                delays in approving plans, interference with contractors working
                for Landlord, etc.) shall extend the sixty day period.

             s. Finish schedule: Within five days of receipt of all security
                deposits, first month's rent and Tenant's contribution toward
                the cost of construction, Landlord shall provide Tenant with a
                summary of all interior finishes.
<PAGE>   21
                                    EXHIBIT B

                              TENANT'S WORK LETTER

         Landlord has prepared or will cause to be prepared at LANDLORD'S cost
and expense, a Schematic Design Plan for the interior of the Leased Premises
("Schematic Design Plan") and LANDLORD will cause to be prepared or will prepare
final construction documents to complete the interior of the Leased Premises
("Final Construction Drawings") subject to Tenant's approval, not to be
unreasonably withheld, within 10 days of submission to Tenant. The Schematic
Design Plan referred to above, together with the Final Construction Drawings
when completed, are referred to in this Lease as the "Tenant's Plan".

         LANDLORD agrees, to the best of LANDLORD'S knowledge and belief, the
Leased Premises will be constructed in compliance with state and local zoning
and building code regulations and that such construction will be completed in a
good and workmanlike manner. Any fees or costs for permits or other approval or
review of Tenant's Plan shall be paid by Landlord.

         Tenant has approved the Schematic Design Plan which is attached to this
Exhibit and which is the basis for the Workletter Amount as defined in Exhibit
A. The Schematic Design Plan shall be the basis for development of the final
construction documents. Upon receipt of the Final Construction Drawings, Tenant
shall have five (5) business days to disapprove or amend, otherwise the Final
Construction Drawings shall be deemed approved. Tenant initiated Change Orders
subsequent to approval of the Final Construction Drawings that cause extensions
of the Ready for Occupancy date shall not affect the Commencement Date.

         LANDLORD'S WORK. The Leased Premises shall be constructed and completed
by Landlord in accordance with the Final Construction Drawings approved by
Tenant. During construction, Tenant may not, without the consent of Landlord,
enter the Leased Premises or perform any work within or move furniture and
equipment into the Leased Premises.

         Upon substantial completion of construction, Tenant shall take
possession of the Leased Premises. Landlord shall be responsible for completion
of punch list items subsequent to Tenant's occupancy based upon a list prepared
by Tenant and submitted to Landlord prior to occupancy. Any dispute regarding
items on the punch list shall be resolved by the architect who prepared the
Tenant's Plan.

         If substantial completion of construction is delayed due to (a) delay
in receiving Tenant's approval of Final Construction Drawings; (b) delay in
receiving Tenant's approval of any other drawings, specifications, or required
authorizations; (c) delay in payments required from Tenant; or (d) Tenant's
entry into the Leased Premises without Landlord's approval, then the
Commencement Date shall be deemed to occur on the date which it could have
occurred were it not for the occurrence of the Tenant delays.

         Subject to Tenant's responsibility to contribute $25,000.00 toward the
cost of construction. Landlord shall pay the cost of all construction that is
performed in accordance with the Final Construction Drawings unless a limited
Landlord contribution ("Landlord Contribution") is specified in Exhibit A. Prior
to commencement of construction, Landlord shall identify costs which exceed the
workletter (or the Landlord Contribution) and for which Tenant shall be
responsible. Tenant shall pay such costs prior to commencement of construction.
Any change orders initiated by Tenant which result in cost increases shall also
be paid by Tenant, in advance of executing the change order. Should Tenant fail
to pay any such sums as and when due, Landlord may charge such amounts as
Additional Rent pursuant to Section 2.02.

         TENANT'S WORK. Whenever Tenant or its agents or contractors are engaged
to construct the Leased Premises in accordance with Tenant's Plan, Tenant will
provide prior to the commencement of any work evidence satisfactory to Landlord
that Tenant, its agents or contractors have obtained insurance coverage in
amounts and with companies satisfactory to Landlord to protect against claims
for workers' compensation, bodily injury, property damage, personal liability
and contractual liability. Landlord shall have the right to require Tenant, its
agents or contractors to furnish bonds covering the faithful performance of the
construction of Tenant's Plan and the payment of obligations thereunder. Tenant
at all times shall not permit to be filed against the building or the Leased
Premises any mechanics', materialmen's or other liens. Landlord may, without
waiving its rights and remedies based on such breach by Tenant, cause such liens
to be released by any means it shall deem proper, including payments in
satisfaction of such claim. Tenant shall pay any sum paid by Landlord to remove
such liens, together with interest at the Default Rate.

         CHANGE ORDERS. Tenant Change Orders must be in writing and approved by
Landlord. No Tenant Change Order will be implemented without the Landlord's
prior approval, which approval shall not be unreasonably withheld or delayed.
Landlord shall have five (5) business days after receipt to accept or reject a
Change Order. Tenant agrees to pay for any additional cost or expense in
implementing any such Tenant Change Order. A Tenant Change Order may give rise
to delays but shall not be cause for any change in the Commencement Date as
defined in Exhibit A herein.

         LANDLORD'S WORKLETTER. Landlord's workletter is described in the
materials attached to this Exhibit B and initialed by Tenant and Landlord.

                        SCHEMATIC DESIGN PLAN ATTACHED.



<PAGE>   22

                       [Graphic of Schematic Design Plan]
<PAGE>   23
Construction - Scope of Work
PayTrust
29 Emmons Drive
Building B

DEMOLITION/CARPENTRY/PLUMBING
Demolition of entire suite including walls, ceiling, doors, kitchen and
bathrooms.

Build office and other spaces per permitted plans and specifications. Plan
includes rebuilding two bathrooms and a shower room to meet ADA specifications.

Doors to be solid core (stained grade), with hollow metal frames and light duty
commercial locksets (level).

New partitions will be 5/8 drywall on steel studs.
Perimeter partitions to be drywall with one inch of rigid insulation.
New white ceiling grid and 2x4 tiles and existing ceiling height. Ceiling to be
insulated with 3" fiberglass roll insulation.

FLOORING
New carpet, base molding (4 inch), and VCT throughout. Tenant to select color.
Building Standard carpet (Shaw Ambition 26oz.), VCT (Armstrong), and base
molding.

PAINT
Painting:  Color selected by tenant.
           All walls (eggshell)
           Windows
           Door Frames (semi-gloss)
           Stain Doors
Existing kitchen cabinets to remain.

ELECTRICAL work as follows:

85 --   2x4 fixtures
 9 --   exit signs with battery back-up
 3 --   Power polls
10 --   emergency packs
 4 --   remote EM Heads (twin)
 2 --   remote EM Heads (single)
 4 --   remote exterior door fixtures
70 --   duplex receptacles (7-OFI)
 2 --   dedicated circuits (compute & scanner rooms)
27 --   single pole switches
 4 --   three-way switches Electrical panels and HVAC wiring to remain.
220V circuit and discomfort for new HVAC unit (computer & scanner rooms).

SPECIAL
 2 -- steel rear doors with panic hardware.
 3 ton HVAC unit for computer & scanner rooms.
<PAGE>   24
                                    EXHIBIT C

                              RULES AND REGULATIONS


                  1. Tenant shall not obstruct or permit its employees, agents,
servants, invitees or licensees to obstruct the sidewalks, entry passages, or
corridors of the buildings, or use the same in any way other than as a means of
passage to and from the offices of Tenant; bring in, store, test or use any
materials in the buildings which could cause a fire or an explosion or which
produce any fumes or vapor which may affect other tenants in the building; make
or permit any improper noises in the buildings; or throw substances of any kind
out of windows or doors, or down the passages of the buildings, or in the halls
or passageways.

                  2. Water closets and urinals shall not be used for any purpose
other than those for which they were constructed, and no sweepings, rubbish,
ashes, newspaper or any other substances of any kind shall be thrown into them.

                  3. The windows, doors, partitions and lights that reflect or
admit light into the halls or other places of the buildings shall not be
obstructed. NO SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED,
AFFIXED OR DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS OR ON ANY EXTERIOR
DOORS, except as may be required by law or agreed upon by the parties.

                  4. Electric wiring must be connected as directed by Landlord,
and no stringing or cutting of wires will be allowed, except with the prior
written consent of Landlord, and shall be done only by contractors approved by
Landlord.

                  6. Landlord shall have the right to prescribe the weight, size
and position of all safes and other bulky or heavy equipment and all freight
brought into the building by any tenant and the time of moving the same in and
out of the buildings.

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

                  8. No additional or different lock or locks shall be placed by
Tenant on any door in the buildings, without the prior written consent of
Landlord, which shall not be unreasonably withheld. Two keys will initially be
furnished to Tenant by Landlord; any additional keys requested by Tenant shall
be paid for by Tenant. Tenant, its agents and employees, shall not have any
duplicate key made. All keys to doors and washrooms shall be returned to
Landlord on or before the Termination Date, and, in the event of a loss of any
keys furnished, Tenant shall pay Landlord the cost thereof.

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

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

                  11. The Leased Premises shall not be used for lodging or
sleeping purposes, and cooking (except for the use of a microwave oven) therein
is prohibited.

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

                  13. No awnings or other projections shall be attached to the
outside walls of the buildings.

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

                  15. There shall not be used in the Leased Premises or in the
buildings, either by Tenant or by others in the delivery or receipt of
merchandise, supplies or equipment, any hand trucks except those equipped with
rubber tires and side guards.

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

                  17. Landlord hereby reserves to itself any and all rights not
granted to Tenant hereunder, including, but not limited to, the following rights
which are reserved to Landlord for its
<PAGE>   25
purposes in operating the buildings: (a) the exclusive right to use the name
"Princeton Commerce Center" for all purposes, except that Tenant may use the
name for its business address and for no other purpose; (b) the right to change
the name or address of the buildings (but not more frequently than once per
year), without incurring any liability to Tenant for so doing; (c) the right to
install and maintain a sign or signs on the exterior of the buildings; (d) the
exclusive right to use or dispose of the use of roof of the buildings; and (f)
the right to grant to anyone the right to conduct any particular business or
undertaking in the buildings.

                  18. Tenant shall have the non-exclusive right to use in common
with Landlord and other tenants of the buildings and their employees and
invitees the parking area provided by Landlord for the parking of passenger
automobiles, other than parking spaces specifically allocated to others by
Landlord. Landlord may issue parking permits, and impose any other system as
Landlord deems necessary for the use of the parking area. Tenant agrees that it
and its employees and invitees shall not park their automobiles in parking
spaces allocated to others by Landlord and shall comply with such rules and
regulations for use of the parking area as Landlord may from time to time
prescribe. Landlord shall not be responsible for any damage to or theft of any
vehicle in the parking area and shall not be required to keep parking spaces
clear of unauthorized vehicles or to otherwise supervise the use of the parking
area. Landlord reserves the right to change any existing or future parking area,
roads, driveways, and may make any repairs or alterations it deems necessary to
the parking area, roads and driveways and to temporarily revoke or modify the
parking rights granted to Tenant hereunder.

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