<PAGE>

                                                                   EXHIBIT 10.76

                                 LEASE AGREEMENT

BY AND BETWEEN:

Quakerbridge Venture, LLC
a New Jersey Limited Liability Company

"LANDLORD"

-and-

Microtechnologies, Inc.
d/b/a MTI Technology, Inc.
a Corporation organized under the laws
of the State of Delaware

"TENANT"

PREMISES:

788 Shrewsbury Avenue
Tinton Falls, New Jersey 07724

DATED: DECEMBER __, 2002


<PAGE>

         THIS LEASE AGREEMENT, made as of the ___ day of December, 2002, between
Quakerbridge Venture, LLC, having its office at 140 Franklin Corner Road,
Lawrenceville, NJ 08648, hereinafter called the "Landlord"; and
Microtechnologies, Inc., d/b/a Microtechnology, Inc., having its principal
office at 4905 East La Palma Avenue, Anaheim, CA 92807________________________,
hereinafter called the "Tenant".

                                   WITNESSETH

         WHEREAS, the Landlord is the owner of certain lands and premises
located at 788 Shrewsbury Avenue, in the Town of Tinton Falls, County of
Monmouth and State of New Jersey, hereinafter referred to as the "Property"; and

         WHEREAS, the Landlord has agreed to lease and the Tenant has agreed to
rent approximately 3,369 square feet of office space (hereinafter the "leased
premises") located in the southwest corner of the first floor of the Property as
more particularly set forth herein.

         NOW, THEREFORE, in consideration of the covenants and conditions
hereinafter set forth and for other good and valuable considerations, the
Landlord does demise, lease and let unto the Tenant, and the Tenant does rent
and take from the Landlord the leased premises, and the Landlord and Tenant
mutually covenant and agree as follows:

         1.       LEASED PREMISES

                  1.1      The leased premises shall consist of approximately
3,369 square feet of office space, outside dimensions (inclusive of a
proportionate share of core and common areas), hereinafter referred to as the
"leased premises" located in the southwest corner of the first floor of the
Property. The leased premises shall be as delineated on plans, approved by both
Landlord and Tenant and attached to and made a part of this lease as Exhibit A
and shall be accepted by Tenant in its existing condition except as set forth in
Exhibit B attached hereto.

                  1.2      Parking shall be available to Tenant in the parking
area of the Property in non-designated areas on an as-is available basis.

                  1.3      Subject to the terms and conditions hereinafter set
forth, the leased premises hereunder are demised to Tenant expressly subject
to such title exceptions as may be shown by a title search of the lands and
premises which are the subject of the within lease, and subject to such state of
facts as an accurate survey and inspection of the premises might disclose,
providing any of the foregoing shall not interfere with or prohibit the use by
Tenant of the leased premises, including the use of and access to the common
areas, parking areas, and access driveways for Tenant's business use as intended
by the within lease.

         2.       TERM OF LEASE

                  2.1      The Landlord leases unto the Tenant and the Tenant
hires the leased premises for the term of five (5) years, to commence on the


                                                                        Page -2-
<PAGE>

first day of the month following delivery of possession to the Tenant, unless
possession is given on the first day of a month in which case the lease term
shall commence on that date (hereinafter called the "Commencement Date").
Landlord expects to deliver possession to Tenant on or about February 2, 2003
for the purpose of wiring for data, phones, etc. and to commence furniture
move-in, which would result in a Commencement Date of March 1, 2003 and an
ending date of February 29, 2008. In the event possession is delivered
subsequent to March 1, 2003, then the Commencement Date and ending dates shall
be adjusted accordingly, and the parties will execute a letter specifying the
adjusted dates. Additionally, the rent shall be prorated to ensure Tenant is
given one full month's free rent. The obligation of the Tenant hereunder shall
be subject to the following provisos:

         (a)      That on or before the Commencement Date, the Landlord shall
have substantially completed the leased premises as required by the terms and
conditions of Article 6 of this lease. Upon the delivery by the Landlord to the
Tenant of the leased premises, the lease term shall commence in accordance with
this Article 2 and the Tenant's obligation to pay rent shall begin.

                  2.2      It is expressly understood and agreed that for the
purpose of this lease wherever and whenever the term "substantial completion" is
used, the term "substantial completion" shall not include items of maintenance,
service or guarantee, which may be required pursuant to the terms and conditions
of this lease, nor items of work to be completed by Tenant.

                  2.3      Anything herein contained to the contrary
notwithstanding, Tenant shall not be obligated to accept delivery of the leased
premises, unless all building systems attributable to the leased premises and
ancillary support systems applicable to the leased premises, including HVAC,
plumbing and electric, are hooked up and in operable condition for Tenant to use
the premises for Tenant's leased purposes.

         3.       RENT

                  3.1      The Tenant covenants and agrees to pay during the
term of this lease, total rent as provided in this paragraph 3.1 in the amount
of $339,567.42 (representing 59 months of rental payments). Upon execution
hereof, Tenant shall pay $5,755.38 representing the sum of the second full
months rent due ($5,334.25) and the second full months electric usage due
($421.13) hereunder. In addition, Tenant shall pay $10,000.00, representing the
security deposit required under Article 38. Upon delivery of possession as
provided above, Tenant shall not be required to pay to Landlord any additional
rent until the first day of the third month following the Commencement Date, it
being the intent hereunder that the first full month beginning with the
Commencement Date shall be rent free to the Tenant. The rent due hereunder shall
be payable at the rate of $5,755.38 monthly including the required electric
usage charge indicated above and as provided


                                                                        Page -3-
<PAGE>

in Article 4.1 below. All monthly rent payments shall be made promptly in
advance on the first day of each and every month during the term of the lease
without demand and without off-set, deduction or abatement, together with such
additional rent and other charges required to be paid by Tenant as are
hereinafter set forth.

                  3.2      Tenant acknowledges that late payment by Tenant to
Landlord of rent and other sums due hereunder will cause Landlord to incur costs
not contemplated by this Lease, the amount of which will be extremely difficult
to ascertain. Accordingly, if any payment due Landlord from Tenant shall not be
received by Landlord, or Landlord's designee, within fifteen (15) days after
such amount shall be due, Tenant shall pay to Landlord a late charge equal to
five (5%) percent of such overdue amount of the base rent. The parties agree
that such late charge represents a fair and reasonable estimate of the costs
Landlord will incur by reason of late payment by Tenant. Acceptance of the late
charge by Landlord shall in no event constitute a waiver of Tenant's default
with respect to such overdue amount, nor prevent Landlord from exercising any of
the other rights and remedies granted hereunder. Payment of the late fee by
Tenant shall be made to Landlord on the first day of the first month following
the date on which the late charge accrues.

         4.       ADDITIONAL RENT AND UTILITIES

         Additional rent shall be paid by the Tenant in accordance with the
provisions of this Article 4.

                  4.1      REAL ESTATE TAX ESCALATION

                  (a)      If in any calendar year during the term hereof, or in
any renewal or extension of the term hereof, the annual real estate taxes
assessed against the land and improvements of which the Leased Premises are a
part, shall be greater than the annual real estate taxes assessed against the
land and improvements for the calendar year 2003 (the "Base Year Taxes") then,
in addition to the base rent herein fixed, Tenant agrees to pay to Landlord a
sum equal to 5.58% of the amount by which said tax exceeds the Base Year Taxes.
Such amount shall be paid within fifteen (15) days after demand therefore by
Landlord and shall be collectible as rent. Copies of tax bills shall be
sufficient evidence of the amount of such taxes and shall be used for the
calculation of the amounts to be paid by Tenant. If the term hereof shall
commence after the first day of January or shall terminate prior to the last day
of December in any year, then such additional rent resulting from a tax increase
shall be proportionately adjusted for the fraction of the calendar year
involved. Tenant acknowledges that real estate taxes in New Jersey are billed in
July of each year but nonetheless apply to the entire calendar year. If this
lease terminates prior to the receipt of a tax bill be Landlord for the calendar
year in which this lease terminates, Tenant shall nevertheless remain liable for
its proportionate share of the tax increase, if any, in the year of termination.
Tenant agrees to pay the same within ten days of demand therefor by Landlord


                                                                        Page -4-
<PAGE>

notwithstanding that this lease may have terminated prior to the date of demand
by Landlord.

                  (b)      Any adjustment due for Taxes for the last calendar
year in which the lease expires as may be required shall survive the expiration
or termination of this lease.

                  4.2      COMMON AREA OPERATING EXPENSE ESCALATION

                  (a)      If in any calendar year during the term hereof, or in
any renewal or extension of the term hereof, the annual operating expenses (the
"Operating Expenses") for the land and improvements (the "Complex") of which the
Leased Premises are a part, shall be greater than the annual operating expenses
for the Complex for the year 2003 (the "Base Year Expenses") then, in addition
to the base rent herein fixed, Tenant agrees to pay to Landlord a sum equal to
5.58% of the amount by which said Operating Expenses exceeds the Base Year
Expenses. Such amount shall be paid within fifteen (15) days after demand
therefore by Landlord and shall be collectible as rent. Landlord shall supply to
Tenant, along with such demand, a statement showing the computation of the
amount due to Landlord under this subparagraph 4.2 The Landlord shall make
available to Tenant, at Landlord's offices, records supporting the items
referred to in such statement, if requested by Tenant, for at least sixty (60)
days after submission of the statement by Landlord for examination at reasonable
times by Tenant or its representatives. For purposes of this paragraph, the term
operating expenses shall mean the total of the amount of expenses paid by or
incurred by Landlord in the operation of the Leased Premises and the property of
which the Leased Premises is a part, including by way of example, but not
limitation: landscape maintenance, snow removal, parking lot repair and
maintenance, HVAC repairs and supplies, mechanical equipment service contracts,
common area janitorial service and supplies, exterminating costs, insurance
premiums, all interior Building and property maintenance repairs, including
labor and materials, normally incurred in the operation of a B class office
building, all utility charges (exclusive of tenant electricity), water standby
charges, window cleaning (limited to four (4) times per year), lighting
supplies, exterior painting, interior painting of common areas, management fees
(not in excess of 3% of the gross rent roll for the Complex) and other operating
costs, whether or not enumerated herein. Excluded from the term operating
expenses are major exterior replacements, repairs to foundations, structural
member repairs, and replacement of whole building systems, and interest on
mortgages. If the term of this lease shall commence after the first day of
January or shall terminate prior to the last day of December in any year, then
such additional rent resulting from an operating expense increase shall be
proportionately adjusted for the fraction of the calendar year involved. Tenant
agrees to pay the same within fifteen days of demand therefor by Landlord
notwithstanding that this lease may have terminated prior to the date of demand
by Landlord.

                  (b)      Any adjustment due for operating expenses for the
last


                                                                        Page -5-
<PAGE>

calendar year in which the lease expires as may be required shall survive the
expiration or termination of this lease.

         4.3      UTILITIES

         Landlord shall pay all utility charges for water, electricity, and gas
used in and about the leased premises during the term of the lease.

         5.       USE

                  5.1      The Tenant covenants and agrees to use and occupy the
demised premises (i) as general office space and product demonstration area only
(SIC # 3572) and (ii) for all lawful purposes incident to its business, and for
no other purpose. Landlord represents and warrants that (i) upon the
Commencement Date Tenant may lawfully use and occupy the demised premises for
the purposes specified in this Article 5; and (ii) prior to the Commencement
Date an appropriate Certificate of Occupancy will have been obtained, by
Landlord, if required. Except as otherwise in this lease provided and upon and
after issuance of the Certificate of Occupancy, and any other permits or
consents which may be required in order that Tenant have legal occupancy of the
leased premises, the Tenant shall comply with the terms and conditions of the
lease on the part of the Tenant to be performed, and the Tenant, in connection
with its use of the leased premises, shall thereafter comply with all applicable
laws and ordinances of governmental boards, bureaus or instrumentalities having
jurisdiction thereof.

                  5.2      The Tenant covenants and agrees that it will not use
the leased premises for any use which creates an extra hazard of fire or other
danger or casualty, or which will increase the rate which Landlord must pay to
secure fire or liability insurance, or which will render the building or its
improvements uninsurable, or which will bring the leased premises or the
property of which it is a part within the provisions of the Industrial Site
Recovery Act of the State of New Jersey.

         6.       CONSTRUCTION AND APPROVALS

                  6.1      Landlord agrees to construct the repairs,
modifications, and improvements to the leased premises in accordance with the
plans and specifications attached hereto as Exhibit B. All costs connected with
this construction including but not limited to construction, labor, materials,
and clean up costs, are to be borne by the Landlord.

                  6.2      It is expressly understood and agreed that any work
performed by Landlord pursuant to Exhibit B, or by Tenant to the extent
reimbursed by Landlord, shall be deemed to be institutional and part of the
realty owned by the Landlord so that the same shall remain the property of and
in possession of the Landlord at the expiration of the lease term.

                  6.3      Anything in this Article 6 to the contrary
notwithstanding, in the event the Tenant shall request any construction change
to the leased premises in connection with Landlord's obligation to construct or
perform such work, such request shall only be effective if in writing and agreed
to by Landlord and Tenant with respect to the scope of


                                                                        Paqe -6-
<PAGE>

any such work and the applicable cost or credit therefore.

         7.       REPAIRS AND MAINTENANCE

                  7.1      During the term of this lease, the Landlord, at its
cost and expense shall keep in good order, safe condition and repair, the
exterior walls, structural steel, roof, roof membrane, foundation, floors, load
bearing members, plate glass (except as provided in Article 11), elevators, HVAC
and plumbing, as well as all sanitary sewer, storm sewer and utility lines and
facilities serving the leased premises, except for repairs or maintenance
occasioned by the negligence or deliberate act of Tenant, or its agents,
servants, employees and invitees which shall be then repaired at the cost and
expense of the Tenant, limited, however, to the extent of Tenant's said
negligence. Landlord agrees to maintain the Building of which the leased
premises are a part as a Class B office building. In addition, the Landlord
shall: (i) take care of and maintain and repair the lawns, shrubbery, driveways,
sidewalks, curbs, exterior and common area lighting, walkways and parking area
on the property, and the Landlord shall keep the parking area free of snow and
ice and provide dumpster service; and (ii) with respect to general building
maintenance, shall undertake general maintenance of the building core and common
areas, except as otherwise hereinafter set forth in Article 7.2.

                  7.2      Tenant, at its sole cost and expense, shall take good
care of the leased premises and shall keep and maintain the interior of the
leased premises so as to maintain the same as a first-class office facility;
provided, however, Tenant shall only be required to maintain these items in the
same condition as exists as of the Commencement Date, reasonable wear and tear
excepted. The obligations of the Tenant in connection with the foregoing shall
include the following obligations for maintenance, service and repair applicable
to Tenant's leased premises (but not the replacement of items which might
otherwise be required to be replaced at the termination of this Lease if due to
ordinary wear and tear):

                  (a)      Janitorial services;

                  (b)      Cleaning service as to floors, carpeting

                  (c)      Maintenance and repair of all interior doors,
including interior side of entrance door to the leased premises;

                  (d)      Maintenance and repair of any and all fixtures and
equipment, including water coolers, if any;

                  (e)      Maintenance and repair of Venetian blinds, floor
coverings and drapes, if any;

                  (f)      Maintenance and repair or replacement of any and all
interior building locks and/or security devices;

                  (g)      Replacement of all bulbs, ballasts and fluorescent
tubes, including labor.

                  7.3      If after the Commencement Date and by reason of
strike, labor disputes or other cause outside Landlord's control, including, but
not limited to, governmental preemption in connection with a national emergency


                                                                        Page -7-
<PAGE>

or any rule, order regulation of any governmental agency, or conditions of
supply and demand which are affected by war or other emergency or acts of God,
Landlord shall be unable to fulfill its obligations under this Lease, or to
supply any service which Landlord is obligated to supply, this Lease and
Tenant's obligations to pay rent hereunder shall in no way be affected, impaired
or excused, except that Tenant shall receive an equitable pro rata reduction in
that portion of the Base Rent provided for in Article 3, which reduction shall
be based upon the Landlord's cost savings resulting from such inability to
perform or supply services, which sum shall be credited to Tenant by Landlord on
the next monthly rent obligation. Landlord agrees, however, that it will use
reasonable efforts to obtain restoration of services based on the then existing
circumstances. Tenant may terminate this lease if services required to be
provided by Landlord remain unavailable for more than fifteen (15) days, and as
a result thereof, the premises are untenantable.

         8.       INSURANCE

                  8.1      It is expressly understood and agreed that the
Landlord, at its sole cost and expense shall carry fire insurance with full
extended coverage in broad form in an amount equivalent to the full replacement
cost of the insurable improvements to the Buildings, exclusive of foundation,
(without depreciation), inclusive of broad form boiler and machinery coverage,
including air-conditioning system, together with coverage for sprinkler damage
to the building or its improvements (if applicable). In addition, the Landlord
shall obtain commercial public liability insurance in the minimum amount of FIVE
HUNDRED THOUSAND AND 00/100 ($500,000.00) DOLLARS per accident, together with
excess coverage limits of not less than TWO MILLION FIVE HUNDRED THOUSAND AND
00/100 ($2,500,000.00) DOLLARS per accident.

                  8.2      The Tenant covenants and agrees that it will carry
liability insurance in the minimum amount of ONE MILLION AND 00/100
($1,000,000.00) DOLLARS per accident and ONE HUNDRED THOUSAND AND 00/100
($100,000.00) DOLLARS for property damage. The Tenant further covenants and
agrees that it will indemnify, defend and save Landlord and Landlord's mortgagee
harmless from any claim, responsibility or liability which may be occasioned by
reason of damage or injury for which Tenant is required to provide insurance
coverage as hereinbefore referred to. Landlord agrees to give Tenant timely
notice in writing of any claim it may receive for which it seeks indemnity as
hereinabove provided, in order that Tenant may undertake defense of such claim.
The Tenant agrees that such insurance coverage will be maintained in full force
and effect during the term of the lease, pursuant to policies issued by solvent
companies authorized to do business in the State of New Jersey.

                  8.3      Landlord and Tenant hereby release the other from any
and all liability or responsibility (to the other or anyone claiming through or
under them by way of subrogation or otherwise) under fire and extended


                                                                        Page -8-
<PAGE>

coverage and supplementary contract casualties, if such fire, casualty or damage
shall have been caused by default or negligence of the other party, or anyone
for whom such party may be responsible; provided, however, that this release
shall be applicable and in force and effect only with respect to loss or damage
occurring during such time as the releasor's policies shall contain a clause or
endorsement to the effect that any such release shall not adversely affect or
impair said policies or prejudice the right of the releasor to recover
thereunder. Each of Landlord and Tenant agree that its policies will include
such a clause or endorsement so long as the same shall be obtainable without
extra cost, or if such cost shall be charged therefore, so long as the other
party pays such extra cost. If extra cost shall be chargeable therefore, each
party shall notify the other party of the amount of the extra cost, and the
other party shall be obligated to pay the extra cost unless, within fifteen (15)
days after such notice, it elects not to be obligated so to do by written notice
to the original party. If such clause or endorsement is not available, or if
either party should not desire the coverage at extra cost to it, then the
provisions of this paragraph shall not apply to the policy or policies in
question.

                  8.4      Anything in this lease to the contrary
notwithstanding, the Tenant covenants and agrees that it will indemnify, defend
and save harmless the Landlord against and from all liabilities, obligations,
damages, penalties, claims, costs, charges and expenses, including, without
limitation, reasonable attorneys' fees, which may be imposed upon or incurred by
Landlord by reason of any of the following occurring during the term of this
lease:

                           (i)      Any matter, cause or thing arising out of
the use and occupancy of the leased premises or any part thereof caused by the
negligence or willful acts of the Tenant, or any of its agents, contractors,
servants, employees, licensees or invitees;

                           (ii)     Any failure on the part of Tenant to perform
or comply with any of the covenants, agreements, terms or conditions contained
in this lease on its part to be performed or complied with. Landlord shall
promptly notify Tenant in a timely manner in writing of any such claim asserted
against it and shall promptly send to Tenant copies of all papers or legal
process served upon it in connection with any action or proceeding brought
against Landlord by reason of any such claim in order that Tenant shall
interpose a timely defense to such action.

                  8.5      Anything in this lease to the contrary
notwithstanding, the Landlord, subject to the provisions of Article 28,
covenants and agrees that it will indemnify, defend and save harmless the Tenant
against and from all liabilities, obligations, damages, penalties, claims,
costs, charges and expenses, including, without limitation, reasonable
attorneys' fees, which may be imposed upon or incurred by Tenant by reason of
any of the following occurring during the term of this lease:

                           (i)      Any matter, cause or thing arising out of
the use


                                                                        Page -9-
<PAGE>

and occupancy of the leased premises or any part thereof caused by the
negligence or willful acts of the Landlord, or any of its agents, contractors,
servants, employees, licensees or invitees;

                           (ii)     Any failure on the part of Landlord to
perform or comply with any of the covenants, agreements, terms or conditions
contained in this lease on its part to be performed or complied with. Tenant
shall promptly notify Landlord in a timely manner in writing of any such claim
asserted against it and shall promptly send to Landlord copies of all papers or
legal process served upon it in connection with any action or proceeding brought
against Tenant by reason of any such claim in order that Landlord shall
interpose a timely defense to such action.

                  8.6      Anything in this Article 8 to the contrary
notwithstanding, it is expressly understood and agreed that after the initial
rating by the applicable rating insurance organization applicable to the
building for any insurance which Landlord shall carry as in this Article
provided, in the event the insurance rates shall be increased due to the use,
activities or operation of any tenant of the building of which the leased
premises are a part, including the Tenant hereunder, any increase in premiums
occasioned or caused by such activities of any applicable tenant, including the
Tenant, shall be paid for at the sole cost and expense of the Landlord or such
tenant, but shall not be an obligation of the Tenant hereunder unless the
Tenant hereunder shall be the effective cause of such premium increase. The
foregoing shall not apply to general rate increases as shall be applicable and
customary throughout the industry or applicable to the community with respect to
any such applicable insurance coverage.

         9.       LANDLORD'S ACCESS FOR FUTURE CONSTRUCTION, ALTERATIONS AND
                  REPAIRS

                  The Landlord reserves the right, upon reasonable notice to
Tenant, to enter the leased premises in connection with the construction and
erection of additions or improvements or to make necessary repairs, alterations
or improvements, and may temporarily close entrances, doors, corridors,
elevators, and other facilities, all without liability to Tenant, provided that
in the exercise of such rights the Landlord shall not unreasonably interfere
with (i) the business operations of Tenant; (ii) the utility to Tenant of the
leased premises; or (iii) the appearance of the leased premises.

         10.      TRADE FIXTURES

                  10.1     It is agreed that the trade fixtures, machinery,
equipment and office furnishings installed by Tenant in the leased premises
shall be and remain personal property even though they may be attached to the
leased premises, and may be removed by Tenant. Tenant shall repair or cause to
be repaired any damage to the leased premises caused by the aforesaid removals.

                  10.2     Except as otherwise expressly provided in this lease,
any trade fixtures, machinery, equipment, office furnishings or other property


                                                                       Page -10-
<PAGE>

of the Tenant, including property remaining within the leased premises which
Tenant is entitled to remove upon the termination of this Lease Agreement or
upon any quitting, vacating or abandonment of the premises by the Tenant, shall
be removed from the leased premises prior to the expiration or termination of
the leased term. If Tenant shall fail to remove the same prior to the expiration
or termination of the lease, Landlord, at Tenant's sole cost and expense, shall
be permitted to remove and store the said trade fixtures, machinery, equipment,
office furnishings or other property of the Tenant, and, after thirty days
written notice advising Tenant where the same have been stored and requesting
the removal of all such property by Tenant, and the failure of Tenant to so
remove all of such property, the same shall be considered abandoned and the
Landlord shall have the right thereafter, without any further notice to Tenant,
to retain, sell or otherwise dispose of the same, and Landlord shall not be
accountable to Tenant for any part of the proceeds of any sale which may be made
by the landlord nor shall the Landlord be accountable to the Tenant for any such
equipment and/or property that shall be retained by the Landlord. Tenant shall
be liable for and shall reimburse Landlord for any reasonable expenses or
damages incurred by Landlord in removing and/or storing any abandoned equipment
or other property to the extent that said expenses are not recovered through the
sale or disposition of said equipment or property.

                  10.3     All installation and removal of Tenant's fixtures,
property and equipment shall be done in accordance with all applicable laws and
ordinances and the rules and regulations of all governmental boards and bodies
having jurisdiction.

         11.      GLASS

                  The Landlord agrees to replace, at its expense, any broken
glass in the windows or other apertures of the leased premises, except where
such damage or casualty is caused by the negligence or act of the Tenant, its
agents, servants or employees, or where broken from the inside (unless caused by
Landlord, or its agents, contractors, servants, employees, licensees or
invitees), in which event, Landlord shall replace or repair the same at the cost
and expense of the Tenant.

         12.      ASSIGNMENT AND SUBLETTING

                  12.1     The Tenant may not assign this lease agreement or
sublease the whole or any part of the leased premises without first advising the
Landlord in writing of its intention to assign or sublease the leased premises
as aforementioned, which notice shall be in writing, by certified mail, return
receipt requested, by Tenant to Landlord. The notice shall specify (i) the date
on or after which Tenant desires to assign this lease agreement or to sublease
the whole or any part of the leased premises provided that such date shall not
be less than forty-five days after the date of such notice, and (ii) in the
event of a partial sublease, the location of the portion of the Premises to be
sublet. Landlord shall then have fourteen (14) days after receipt of such notice
by Tenant within which


                                                                       Page -11-
<PAGE>

(i) in the case of an assignment to elect to recapture the leased premises and
terminate the lease agreement and to release Tenant from its obligations
hereunder, effective on the date specified in Tenant's notice to Landlord as the
date on or after which Tenant desires to assign the Lease Agreement; or (ii) in
the case of a sublease of all or part of the leased premises, to accept a
release pro tanto of said subleased space from the scope of the lease and to
adjust the rent proportionately and other lease obligations with respect to any
subleased space, effective on the date specified in Tenant's notice to Landlord
as the date on or after which Tenant desires to sublease the whole or any part
of the leased premises. If the Landlord shall so elect (i) to recapture the
leased premises, or (ii) to accept a release pro tanto and thereby recapture
said subleased space, the Landlord shall give written notice thereof to Tenant
as provided in Article 17 below, prior to the expiration of forty-five (45) days
from the date of receipt of Tenant's notice. In either of such events, rent and
all other charges due shall be paid by Tenant to Landlord effective up to and
including the date of the applicable lease termination. Tenant agrees that it
will surrender possession of the space recaptured by the Landlord on the
effective date of termination. Tenant also agrees to execute a release of space,
or a lease termination statement in recordable form in the event the lease is
terminated as hereinabove provided. Tenant may assign or sublease the leased
premises, or a portion thereof, to an affiliate of Tenant, without Landlord's
consent, and without being subject to recapture, provided that Tenant remains
primarily liable for all tenant's obligations hereunder.

                  12.2     In the event Landlord does not elect to recapture the
premises and terminate the lease as hereinabove provided, then, in that event,
the Tenant may assign this lease, or sublease all or any portion or part of the
leased premises, provided the Tenant gives the Landlord notice of any such
assignment and any assignees (but not sublessees) undertake in writing to assume
the terms and conditions of this lease, providing, in any event, that the Tenant
shall remain directly and primarily liable for the payment and performance of
the terms and conditions of this lease. The Landlord reserves the right, at all
times, to require and demand that the primary Tenant hereunder pay and perform
the terms and conditions of this lease after prior demand by Landlord of such
assignee. No such assignment or subletting shall be made to any tenant who shall
occupy the premises for any use, other than the use permitted herein, or which
would in any way violate the applicable ordinances, rules and regulations of
applicable governmental boards and bureaus having jurisdiction thereof, or of
the carrier of the fire insurance or other insurance to be provided under this
lease.

                  12.3     In the event the Tenant or its assignee shall
undertake any further and subsequent assignment or subletting, Tenant's or
Tenant's Assignee's right to assign or sublet shall be subject to the same
required prior consent of Landlord in accordance with the same terms and
conditions


                                                                      Page  -12-
<PAGE>

as provided in Article 12.1.

         13.      FIRE AND CASUALTY

                  13.1     In case of any damage to or destruction to the leased
premises by fire or other casualty, tantamount to substantial destruction, so
that Tenant cannot use its leased premises for its intended business purposes,
occurring during the term of this lease which is not covered by the insurance
required to be carried by Article 8, or which cannot be repaired within sixty
(60) days sixty (60) from the happening of such casualty, then, in such event,
the term hereby created shall, at the option of either party, upon written
notice to the other by certified mail, return receipt requested, within fifteen
(15) days of such fire or casualty, cease and become null and void from the date
of such destruction or damage. The party terminating shall certify to the other
in connection with its notice such facts upon which it has determined that
reconstruction of the building cannot be accomplished within the sixty (60) day
period hereinabove provided. In such event, the Tenant shall immediately
surrender the leased premises and the Tenant's interest in said lease to the
Landlord, and the Tenant shall only pay rent to the time of such destruction or
damage in which event, the Landlord may re-enter and repossess the leased
premises thus discharged from this lease and may remove all parties therefrom.
However, if neither party shall elect to cancel this lease within the thirty
(30) day period hereinabove provided, the Landlord shall thereupon repair and
restore the leased premises with reasonable speed and dispatch, and the rent
shall not be accrued after said damage from the date on which Tenant is unable
to use its Leased Premises for its intended business purposes, and while the
repairs and restorations are being made, but shall recommence immediately after
said premises are restored.

                  13.2     In the event of any other insured casualty, which
shall be repairable within thirty (30) days from the happening of such damage or
casualty, the Landlord shall repair and restore the leased premises with
reasonable speed and dispatch, and the rent shall abate and be equitably
apportioned as the case may be as to any portion of the leased premises which
shall be unfit for occupancy by the Tenant, or which cannot be used by the
Tenant so as to conduct its business substantially in the same manner as
conducted by Tenant prior to such fire or casualty as shall be determined by the
reasonable judgment of the Tenant. The rent, however, shall accrue and
recommence immediately upon restoration of the leased premises and delivery of
the Certificate of Occupancy by Landlord to Tenant.

                  13.3     Nothing hereinabove contained with respect to the
Tenant's right to abate rent as in this Article 13 provided shall be construed
to limit or affect the Landlord's right to payment under any claim for damages
covered by any rent insurance policy pursuant to the contract therefor.

                  13.4     For the purposes of this Paragraph 13, in determining
what constitutes reasonable speed and dispatch, consideration shall be given for
delays which would be excuses for non-performance as in Paragraph 23 hereinafter
provided (Force Majeure).


                                                                       Page -13-
<PAGE>

                  13.5     In the event of such fire or casualty as above
provided, wherein the Landlord shall rebuild, the Tenant agrees, at its cost and
expense, to forthwith remove any and all of its equipment, fixtures, stock and
personal property as the same may be required to permit Landlord to expedite
rebuilding and/or repair. In any event, the Tenant shall assume at its sole risk
the responsibility for damage or security with respect to such fixtures and
equipment in the event the Building area where the same may be located has been
damaged, until the Building shall be restored and made secure. The Landlord
agrees, however, that it will cooperate with Tenant in order to take all
reasonable steps to protect and/or make secure Tenant's fixtures, goods or
equipment during such period of reconstruction.

                  13.6     Anything in this Article 13 to the contrary
notwithstanding, it is expressly understood and agreed that wherever
reconstruction shall be undertaken, in the event of damage or casualty as in
this Article 13 provided, the Landlord shall prosecute such reconstruction with
reasonable speed and dispatch. In the event, however, such reconstruction or
repair shall not be completed within sixty (60) days from the date of casualty
(such time period of sixty (60) days shall be extended for such reasonable
period of time as is required by reasons of Force Majeure or if occasioned by
default on the part of the Tenant) then, in that event, the Tenant shall have
the option at the expiration of the sixty (60) day period (as the same may be
extended as hereinabove provided) to terminate the lease. In the event of such
termination, neither party shall have any further liability, one to the other,
in accordance with the terms and conditions of the lease. The Landlord during
such period of reconstruction shall give the Tenant reasonable notice at least
fifteen (15) days in advance of the date on which the Building shall be ready
for re-occupancy. Rent shall recommence upon restoration of the leased premises
and delivery of the Certificate of Occupancy by Landlord to Tenant.

         14.      COMPLIANCE WITH LOCAL RULES AND REGULATIONS

                  14.1     The Tenant covenants and agrees that upon and after
acceptance and occupancy of the leased premises, it will promptly execute and
comply with all statutes, ordinances, rules, orders, regulations and
requirements of the Federal, State and Municipal Government and any and all
their departments and bureaus or to the reasonable rules promulgated by the
Landlord in writing, for the correction, prevention and abatement of nuisances,
violations or other grievances, in, upon or connected with said premises during
said term, at the Tenant's cost and expense, subject to the rights of the Tenant
to contest the decision by any such governmental decision, and Tenant shall
indemnify, defend and save the Landlord harmless from any fine, penalty, costs
and liability imposed upon the Landlord as a result of Tenant's failure so to
comply. Except for compliance with governmental requirements due solely to the
special use and occupancy of the Tenant in the conduct of its business which
shall be the sole responsibility


                                                                       Page -14-
<PAGE>

of the Tenant, with respect to any other required governmental compliance by
reason of general requirements throughout the community not attributable to
Tenant's special use, the cost of compliance shall be Landlord's sole
responsibility and expense.

                  14.2     The Tenant covenants and agrees, at its own cost and
expense, to comply with such regulations or request as may be required by the
fire or liability insurance carriers providing insurance for the leased
premises, and will further comply with such other requirements that may be
promulgated by the Board of Fire Underwriters or their equivalent in connection
with the use and occupancy of the leased premises by the Tenant in the conduct
of its business, provided that such regulations, request and/or requirements
apply to Tenant's activities within the leased premises.

                  14.3     Subject to the provision or limitations contained in
Sections 14.1 and 14.2, if the Tenant shall fail or neglect to comply with the
aforesaid statutes, ordinances, rules, orders, regulations and requirements or
any of them, failure of the Tenant to comply with the requirements of
subparagraph 14.1 above shall be deemed an item of default for which the
Landlord shall have recourse by termination of this lease or exercise of any
other rights reserved to the Landlord hereunder, in accordance with the terms
and conditions of this lease.

         15.      DEFAULT

                  15.1     Subject to the provisions of Section 15.3 and Section
15.4, if there should occur any default on the part of the Tenant in the
performance of any conditions and covenants herein contained, or should the
Tenant be evicted by summary proceedings or otherwise, the Landlord, in addition
to any other remedies herein contained or as may be permitted by law, may
without being liable for damages, re-enter the said premises and take possession
thereof as may be permitted by law. The Landlord may, at its option, relet the
premises and receive the rents therefore and apply the same, first to the
payment of such expenses, including real estate brokerage, reasonable attorney
fees and costs, as the Landlord may have been put to in re-entering and
repossessing the same and in making such repairs and alterations as may be
necessary for any new tenancy; and second to the payment of rents, additional
rents and other lease charges due hereunder. The Tenant shall remain liable for
such rents, additional rents and other lease charges as may be in arrears and
also the rents, additional rents and other lease charges as may accrue
subsequent to the re-entry by the Landlord, to the extent of the difference
between the rents, additional rents and other lease charges reserved hereunder
and the rents, additional rents and other lease charges, if any, received by the
Landlord during the remainder of the unexpired term hereof, after deducting the
aforementioned expenses, fees and costs; the same to be paid as such
deficiencies arise and are ascertained.

                  15.2     If the Tenant be adjudicated bankrupt or insolvent,
or be placed in receivership, or should proceedings be instituted by or against


                                                                       Page -15-
<PAGE>

the Tenant for bankruptcy, insolvency, receivership, agreement of compositions
or assignment of the benefit of creditors, or if this lease, or the estate of
the Tenant hereunder shall pass to another by virtue of any court proceedings,
writ of execution, levy, sale or by operation of law, then in either of such
events, unless they shall be cured within sixty (60) days, the Landlord may, at
any time thereafter, terminate this lease and the term hereof upon giving to the
Tenant or to any trustee, receiver, assignee or other person in charge of or
acting as custodian of the assets or property of the Tenant, thirty (30) days'
notice of such termination in writing and sent in the manner provided in Article
17. This lease and the term hereof shall end on the date fixed in such notice as
if the said date was the date originally fixed in this lease for the expiration
hereof. Notwithstanding the termination, the Landlord may still enforce its
rights reserved pursuant to sub-paragraph 15.1.

                  15.3     Any default by Tenant in the payment of rent or any
other monetary obligation shall be cause for termination if the same is not
cured within fifteen (15) days after written notice of default.

                  15.4     Any other default by Tenant in the lease shall be
cause for termination if the same is not cured within thirty (30) days after
written notice of default, provided that if Tenant in good faith attempts to
cure any of such non-monetary defaults which cannot otherwise be cured within
the thirty (30) day period, the time to cure shall be extended to such
reasonable time as may be required to effectuate the curing of any such default
otherwise required to be performed within said thirty (30) day period.

                  15.5     As expressly required pursuant to the terms and
conditions of this lease, in case the Tenant shall fail or neglect to comply
with any statutes, ordinances, laws, rules, orders, regulations and requirements
or any of them (unless Tenant is in the process of contesting the applicability
or legality of the same in a court of competent jurisdiction, and has posted a
bond for the benefit of Landlord, protecting Landlord from any loss resulting
from Tenant's non-compliance), or in case the Tenant shall neglect or fail to
make any necessary or required repairs, then the Landlord or the Landlord's
agents may after thirty (30) days' notice (except for emergency repairs, which
may be made immediately) enter said premises and make said repairs and comply
with any and all of the said statutes, ordinances, laws, rules, orders,
regulations or requirements, at the cost and expense of the Tenant and in case
of the Tenant's failure to pay therefor, the said cost and expense shall be
added to the next month's rent and be due and payable as additional rent.

         16.      INSPECTION BY LANDLORD

                  The Tenant agrees that the said Landlord's agents, and other
representatives, shall have the right to enter into and upon the leased
premises, or any part thereof, during business hours, upon prior reasonable oral
or written notice to Tenant at the leased premises without unduly


                                                                       Page -16-
<PAGE>

disturbing the operations of the Tenant for the purpose of examining the same
for making such repairs or alterations therein as may be necessary for the
safety and preservation thereof.

         17.      NOTICES

                  All notices required or permitted to be given to the Landlord
shall be given by certified mail, return receipt requested, addressed to the
Landlord at the address set forth at the head of this agreement or such other
place as the Landlord shall designate in writing. All notices required or
permitted to be given to the Tenant shall be given by certified mail, return
receipt requested, addressed to the Tenant at the address set forth at the head
of this agreement or such other place as the Tenant shall designate in writing.
Notice shall be deemed given upon placing the same, postage prepaid, in an
appropriate mail receptacle of the United States Postal Service.

         18.      NON-WAIVER

                  The failure of the Landlord or Tenant to insist upon strict
performance of any of the covenants or conditions of this lease, or to exercise
any remedy or election as in this Lease Agreement provided, shall not be
construed as a waiver or relinquishment of any such covenants, conditions,
elections or remedies, but the same shall be and remain in full force and
effect. If the Landlord or Tenant pursues any remedy granted by the terms of
applicable law, it shall not be construed as a waiver or relinquishment of any
other remedy afforded thereby.

         19.      ALTERATIONS AND IMPROVEMENTS BY TENANT

                  19.1     The Tenant shall not without the Landlord's prior
written consent, which consent Landlord shall not be obligated to give, make any
alterations, additions or improvements to the demised premises, of a structural
nature, structural intended to mean any modification to the exterior walls,
structural steel framing, floors, ceilings or any construction or installations
which will affect the building structural systems, including plumbing, heating,
ventilating, air-conditioning, elevators or stairwells, electrical circuitry,
excluding relocation of light fixtures or outlets, or materially change or alter
the Tenant's Plan as set forth on Schedule D.

                  19.2     Tenant shall have the right to make non-structural
alterations, installations, changes, replacements, additions and/or improvements
which do not materially change or alter the Tenant's Plan as set forth on
Exhibit B (hereinafter sometimes individually and sometimes collectively
referred to as "alterations") to the demised premises during the term of the
lease, provided the same shall not exceed $10,000.00 per annum (non-cumulative);
provided, in any event, that any such permitted installation shall not affect
the basic building structure or basic Building systems. Any installation in
excess of $10,000.00 shall require Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed, providing such changes
are non-structural and providing the same do


                                                                       Page -17-
<PAGE>

not affect the building structural or operating systems as above defined; which
consent may, however, contain provisions relating to the procedures to be
followed for the removal of such alterations at the termination of the lease.
Landlord agrees that it will not unreasonably withhold its consent to any such
non-structural alterations. Each such alteration shall be of the same quality as
the original construction and finishing of the office space, and shall be done
in a good workmanlike manner. Tenant shall have no obligation to remove the
alterations or to restore the demised premises to their original condition at
the termination of the Lease, unless the same may be required by Landlord, at
its option, in connection with its required consent as set forth under this
Article 19, to be obtained by Tenant. Any alterations or improvements done by
Tenant as permitted hereunder shall be in compliance with all applicable
governmental laws, rules, or regulations pertaining thereto, and Tenant shall
indemnify, defend and save harmless Landlord from damage or liability occasioned
by Tenant's alterations or improvements. Any consent required by Landlord under
this Article 19 shall be deemed to have been given if Landlord shall fail to
respond to Tenant's request within fifteen (15) days after receipt of Tenant's
written request.

         19.3 Nothing herein contained shall be construed as a consent on the
part of the Landlord to subject the estate of the Landlord to liability under
the Mechanic's Lien Law of the State of New Jersey, it being expressly
understood that the Landlord's estate shall not be subject to such liability.

         20.      NON-LIABILITY OF LANDLORD

                  20.1     The Landlord shall not be liable for any damage or
injury to property or person caused by or resulting from steam, electricity,
gas, water, rain, ice or snow, or any leak or flow from or into any part of said
building, or from any damage or injury resulting or arising from any other cause
or happening whatsoever, excepting the negligence of the Landlord (subject to
Landlord's limitation of liability as set forth in paragraph 28), its agents,
servants, employees, contractors or invitees, for which Landlord shall be
responsible.

         21.      CONDEMNATION

                  21.1     If due to condemnation or taking or seizure by any
authority having the right of eminent domain, (1) more than twenty (20) percent
in aggregate of the total leased premises is taken, or (ii) if access to the
leased premises be denied, then, in the event of any such takings as hereinabove
provided, the lease term created shall, at the option of the Tenant, terminate,
cease and become null and void from the date when the authority exercising the
power of eminent domain takes or interferes with the use of the leased premises,
or area of access to the leased premises, or substantially and materially
interferes with the Tenant's ability to conduct its business in the same manner
as conducted by tenant prior to condemnation.

                  The Tenant shall only be responsible for the payment of rent


                                                                       Page -18-
<PAGE>

until the time of surrender. In any event, no part of the Landlord's
condemnation award shall belong to or be claimed by the Tenant. Without
diminishing Landlord's award, the Tenant shall have the right to make a claim
against the condemning authority for such independent claim (not including any
claim for loss of leasehold value) which it may have and as may be allowed by
law, for costs and damages due to relocating moving, loss of trade fixtures and
other similar costs and charges directly incurred by the Tenant and resulting
from such condemnation.

                  21.2     In the event of any partial taking which would not be
cause for termination of the within lease or in the event of any partial taking
in excess of the percentages provided in subparagraph 19.1, and in which event
the Tenant shall elect to retain the balance of the leased premises remaining
after such taking, then and in either event, the rent shall abate in an amount
mutually to be agreed upon between the Landlord and Tenant based (i) on the
relationship that the character and quantum of the property taken bears to the
property which shall remain after such condemnation, and (ii) the cost to the
Landlord of restoration of the property, if applicable, as hereinafter provided,
in excess of the net condemnation award received by Landlord. In any event, no
part of the Landlord's condemnation award shall belong to or be claimed by the
Tenant. However, the Landlord shall, to the extent permitted by applicable law
and as the same be practicable on the site of the leased premises, at the
Landlord's sole cost and expense, promptly and with due diligence make such
repairs and alterations in order to restore the Building and/or improvements to
the condition substantially to that prior to such condemnation so as to make the
same tenantable and secure. If Landlord shall not complete such restoration
within sixty (60) days from such taking by condemnation as above provided,
Tenant shall have the right to terminate the within lease in accordance with and
in the same manner provided in Article 13.6.

         22.      TENANT'S FIRE AND CASUALTY INSURANCE

                  The Tenant, at its own cost and expense, shall insure its own
fixtures, equipment and contents for fire and other casualty damage, including
any of Tenant's leasehold improvements, it being expressly understood and agreed
that the obligation to provide such insurance is not the responsibility of the
Landlord nor shall it be liable therefore.

         23.      FORCE MAJEURE

                  Except for the obligation of the Tenant to pay rent and other
charges as in this lease provided, the period of time during which the Landlord
or Tenant is prevented from performing any act required to be performed under
this Lease by reason of fire, catastrophe, strikes, blackouts, civil commotion,
acts of God or the public enemy, governmental prohibitions, the act or default
of the other party, or other events beyond the reasonable control of Landlord or
Tenant, as the case may be, shall be added to the time for performance of such
act.

         24.      SUBORDINATION


                                                                       Page -19-
<PAGE>

                  24.1     This lease shall be subject and subordinate at all
times to the lien of any mortgages or other encumbrances now or hereafter placed
on the land and building and leased premises without the necessity of any
further instrument or act on the part of Tenant to effectuate such subordination
if such mortgage shall provide in its mortgage the terms and conditions
hereinafter provided in Article 24.2, or if the mortgagee agrees with the Tenant
in writing to the terms and conditions hereinafter referred to in Article 24.2.

                  24.2     The foregoing provisions of this Article shall be
effective only in the event that any such mortgage by its terms, or the mortgage
or holder of other encumbrances provides, or the holder thereof agrees with
Tenant, as follows:

                           (a)      That this lease is and shall be subject and
subordinate to the Mortgage insofar as it affects the real property of which the
demised premises form a part, and to all renewals, modifications,
consolidations, replacements and extensions thereof, to the full extent of the
principal sum secured thereby and interest thereon.

                           (b)      That in the event it should become necessary
to foreclose the mortgage, the mortgagee thereunder will not join the Tenant
under any lease in summary or foreclosure proceedings so long as the Tenant is
not in default under any of the terms, covenants, or conditions of this lease.

                           (c)      That in the event the mortgagee shall, in
accordance with the foregoing, succeed to the interest of the Landlord under
this lease, the mortgagee agrees to be bound to the Tenant under all of the
terms, covenants and conditions of this lease, and the Tenant agrees, from and
after such event, to attorn to the mortgagee and/or purchaser at any foreclosure
sale of the premises, all rights and obligations under this lease to continue as
though the interest of Landlord had not terminated or such foreclosure
proceedings had not been brought, and the Tenant shall have the same remedies
against the mortgagee for the breach of an agreement contained in this lease
that the Tenant might have had under this lease against the Landlord if the
mortgagee had not succeeded to the interest of the Landlord; provided, however,
that the mortgagee shall not be

                                    (i)      liable for any act or omission of
the Landlord, except as otherwise provided by law; or

                                    (ii)     subject to any offsets or defenses
which Tenant might have against the Landlord, except as otherwise provided by
law; or

                                    (iii)    bound by any rent or additional
rent which the Tenant might have paid to the Landlord for more than the current
month and one additional month.

                  24.3     Tenant agrees that from time to time upon not less
than fifteen (15) days' prior request by Landlord, Tenant or Tenant's duly
authorized representative having knowledge of the following facts, will


                                                                       Page -20-
<PAGE>

deliver to Landlord a statement in writing certifying (a) that this Lease is
unmodified and in full force and effect (or if there have been modifications
that the Lease as modified is in full force and effect); (b) the dates to which
the rent and other charges have been paid; (c) that the Landlord is not in
default under any provision of the Lease, or, if in default, the nature thereof
in detail; and (d) that there are no offsets or defenses to the payment of Base
Rent, additional rent or any other sums payable under this Lease, or, if there
are any such purported offsets or defenses, specifying such in detail. Tenant's
failure to deliver such statement within such time shall constitute a default
under this Lease and shall be conclusive upon Tenant that this Lease is in full
force and effect, without modification, except as may be represented by
Landlord, that there are no uncured defaults in Landlord's performance, that not
more than two (2) months rental has been paid in advance and that there are no
such offsets or defenses.

         25.      QUIET ENJOYMENT

                  The Landlord covenants and represents that the Landlord is the
owner of the premises herein leased and has the right and authority to enter
into, execute and deliver this lease, and does further covenant that the Tenant
on paying the rent and performing the conditions and covenants herein contained,
shall and may peaceably and quietly have, hold and enjoy the leased premises
for the term aforementioned.

         26.      SIGNS

                  The Tenant shall secure the prior written approval of the
Landlord for any identifying sign as may be located in front of or on the
exterior of the Buildings, which consent shall not be unreasonably withheld or
delayed. Failure of Landlord to respond to Tenant's request for approval within
thirty (30) days after written demand shall be deemed an approval. The Tenant
shall not have the right to put any identifying sign on the roof of the building
or above the first floor level of the building. Any signs to be approved shall
comply with all governmental laws of applicable instrumentalities, boards or
bureaus having jurisdiction thereof, and shall be compatible with the general
design and decor of the building. At the expiration of the lease term, Tenant
shall remove its signs and repair any damage to the building or Property
occasioned by such removal.

         27.      STATEMENT OF ACCEPTANCE

                  Upon the Tenant's accepting the leased premises and entering
possession, pursuant to the terms and conditions hereof, effective as of the
Commencement Date, the Tenant covenants and agrees that it accepts the leased
premises and agrees to pay rent from the date of acceptance, subject to the
terms and conditions of the lease as herein contained, and upon the request of
Landlord, it will furnish to the Landlord a statement of acceptance in
recordable form, if required by the Landlord. Tenant further agrees that it will
execute, as a condition of the within lease, subsequent to the Commencement
Date, an estoppel letter as may be required from


                                                                       Page -21-
<PAGE>

Landlord's mortgagee from time to time, certifying among other things the
Commencement Date and Expiration Date of the lease, status of current rent
payments by Tenant, and any other pertinent information as may be reasonably
required by such mortgagee as it affects the status of the within lease.

         28.      LIMIT OF LANDLORD'S LIABILITY

                  In case the Landlord shall be a joint venture, partnership,
tenancy in common, association or other form of joint ownership, the individual
members shall have absolutely no personal liability or obligation with respect
to any provision of this lease, or any obligation or liability arising therefrom
or in connection therewith, except to the extent of any individual member's
equity in the Property, which covenant hereinabove referred to, shall be deemed
effective as of the date Landlord completes and delivers the leased premises in
accordance with the terms and conditions of the lease and the specifications
herein provided.

         29.      LANDLORD'S REMEDIES AND EXPENSES

                  29.1     All rights and remedies of Landlord herein enumerated
shall be cumulative, and none shall exclude any other right or remedy allowed by
law. For the purposes of any suit brought or based hereon, this lease shall be
construed to be a divisible contract, to the end that successive actions may be
maintained on this Lease on successive periodic sums which mature hereunder.
Notwithstanding the foregoing, Landlord agrees that all cognizable claims shall
be filed in one action.

                  29.2     Except as otherwise provided herein, Tenant shall
pay, upon demand, all of the Landlord's costs, charges and expenses, including
the reasonable fees of counsel, agents and others retained by Landlord, incurred
in enforcing Tenant's obligation hereunder.

         30.      LEASE CONSTRUCTION

                  The lease shall be construed pursuant to the laws of the State
of New Jersey.

         31.      BINDING EFFECT

                  The terms, covenants and conditions of the within lease shall
be binding upon and inure to the benefit of each of the parties hereto, and
their respective heirs, successors, executors, administrators and assigns.

         32.      DEFINITIONS

                  The neuter gender, when used herein and in the acknowledgment
hereafter set forth, shall include all persons, firms and corporations, and
words used in the singular shall include words in the plural where the text of
the instrument so requires.

         33.      PARAGRAPH HEADING

                  The paragraph headings herein are inserted only as a matter of
convenience and for reference, and in no way define, limit or describe the scope
of this lease nor the intent of any provision hereof.

         34.      ENTIRE AGREEMENT

                  This lease contains the entire agreement between the parties
and no modifications shall be effective unless set forth in an instrument in



                                                                      Page  -22-
<PAGE>

writing executed by both parties hereto.

         35.      BROKERAGE

                  Tenant represents that no real estate broker or agent
negotiated or introduced Tenant to Landlord, except CB Richard Ellis, Inc., and
that no real estate commission, finders fee, or other payment is due upon
consummation of the within lease by reason of Tenant's acts other than a five
(5) percent commission to CB Richard Ellis, Inc. which commission will be paid
by Landlord in accordance with the terms of a separate commission agreement.
Each party further agrees to indemnify and hold the other party harmless for any
and all claims for brokerage fees arising out of this agreement caused by the
acts or arising out of the acts of such other party.

         36.      SHORT FORM LEASE

                  It is understood between the parties hereto that this lease
will not be recorded, but that a short form lease, describing the leased
premises, giving the term of this lease, and making particular mention of any
special clauses as herein contained, may be recorded in accordance: with the
laws governing and regulating the recording of such documents in the State of
New Jersey.

         37.      SURRENDER OF PREMISES

                  On the last day, or earlier permitted termination of the lease
term, Tenant shall quit and surrender the premises in good and orderly condition
and repair (reasonable wear and tear, and damage by fire or other casualty
excepted) and shall deliver and surrender the leased premises to the Landlord
peaceably, together with all alterations, additions and improvements in, to or
on the premises made by Tenant as permitted under the lease. Prior to the
expiration of the lease term the Tenant shall remove all of its property,
fixtures, equipment and trade fixtures from the premises. If the premises be not
surrendered to the end of the lease term, Tenant shall indemnify Landlord
against loss or liability resulting from delay by Tenant in surrendering the
premises, including, without limitation any claims made by any succeeding Tenant
founded on the delay.

         38.      SECURITY DEPOSIT

                  Upon execution hereof, Tenant has deposited $10,000.00 as
security hereunder. Landlord may use as much of the deposit as necessary to pay
for damages resulting from Tenant's occupancy. If this occurs prior to the end
of the lease term, Landlord may demand that Tenant replace the amount of the
deposit used by Landlord. If Landlord sells the leased premises, Landlord may
transfer the deposit to the new owners for Tenant's benefit. Landlord will
notify Tenant of any sale and transfer of the deposit. Landlord will then be
released of all liability to return the security deposit. Said security deposit
shall be returned within thirty (30) days of lease expiration.

         39.      ENVIRONMENTAL LAWS

                  A. Tenant shall, at Tenant's own expense, comply with the
industrial Site Recovery Act, N.J.S.A. 13:lK-6 et seq. arid the regulations


                                                                       Page -23-
<PAGE>

promulgated thereunder ("ISRA") in line with the closing, termination or
transfer of Tenant's operation at the premises. Tenant shall also provide all
information within Tenant's control requested by Landlord or the Bureau of
Industrial Site Evaluation (the "Bureau") of the New Jersey Department of
Environmental Protection and Energy (the "NJDEP") for preparation of
non-applicability affidavits should Landlord or NJDEP so request, and Tenant
shall promptly execute such affidavits should the information contained therein
be found by Tenant to be complete and accurate. In the event that ISRA
compliance becomes necessary at the premises due to any action or non-action on
the part of the Tenant, including but not limited to Tenant's execution of a
sale agreement for Tenant's business, any change in use of the leased premises,
initiation of bankruptcy proceedings, Tenant's financial reorganization or sale
of the controlling share of Tenant's assets, then Tenant shall comply with ISRA
and all requirements of the ISRA Bureau at Tenant's own expense. Should the
Bureau or any other division of NJDEP determine that a cleanup plan be prepared
and that a cleanup be undertaken because of any spills or discharges of
hazardous substances or wastes at the leased premises which occur during the
term of this lease, then Tenant shall, at Tenant's own expense, prepare and
submit the required plans and financial assurances, and carry out the approved
plans.

         B.       Tenant shall not (either with or without negligence) cause or
permit the escape, disposal or release of any biologically or chemically active
or other hazardous substances, or materials. Tenant shall not allow the storage
or use of such substances or materials in any manner not sanctioned by law or by
the highest standards prevailing in the industry for the storage and use of such
substances or materials, nor allow to be brought into the Project any such
materials or substances except to use in the ordinary course of Tenant's
business, and then only after written notice is given to Landlord of the
identity of such substances or materials. Without limitation, hazardous
substances and materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42
U.S.C. Section 9601 et seq., the resource Conservation and Recovery Act, as
amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and
the regulations adopted under these acts. If any lender or governmental agency
shall ever require testing to ascertain whether or not there has been release of
hazardous materials, then the reasonable costs thereof shall be reimbursed by
Tenant to Landlord upon demand as additional charges if such requirement applies
to the Premises. In addition, Tenant shall execute affidavits, representations
and the like from time to time as Landlord's request concerning Tenant's best
knowledge and belief regarding the presence of hazardous substances or materials
on the Premises. In all events, Tenant shall indemnify any release of hazardous
materials on the Premises occurring while Tenant is in possession, or elsewhere
if caused by Tenant or persons acting under Tenant. The within covenants shall
survive the expiration or earlier termination of the lease


                                                                       Page -24-
<PAGE>
term.

                  IN WITNESS WHEREOF, the parties have hereunto set their hands
and seals or caused these presents to be signed by its proper corporate officers
and cause its proper corporate seal to be hereunto affixed, the day and year
first above written.

WITNESS                                   LANDLORD:



/s/ Steven Lefferdink
-------------------------------------     -------------------------------------
                                          Edward S. Kahn



                                          -------------------------------------
                                          Joseph Pintinalli

ATTEST:                                   TENANT:



By: /s/
   ----------------------------------
Print Name: Mark A. Franzer


                                                                       Page -25-
<PAGE>

                                    EXHIBIT B

                             LANDLORD'S IMPROVEMENTS

Landlord will deliver the premises as per the drawing attached hereto and made a
part hereof, with the following requirements:

$        One (1) large conference room, approximately 12' x 20' with a large
         window looking into data room

$        Data room, approximately 12' x 14' with VCT tile floor and power for
         Tenant's data storage units (power requirements to be agreed upon by
         Landlord & Tenant)

$        Seven (7) to eight (8) offices - two at 12' x 15 and remainder at 12' x
         12'

$        Copier/phone/fax room

$        Kitchen/break room with eating area

$        Power for four to five 8' x 8' workstations

$        Two (2) coats of fresh paint (single color) and new building standard
         carpet and vinyl base throughout suite


                                                                       Page -26-