EXHIBIT 10.27 - LEASE DATED NOVEMBER 21, 2000 BETWEEN
                TOUBIN REALTY II, LLC AND GEOWORKS







                                 LEASE AGREEMENT

                                     BETWEEN

                         Toubin Realty II, LLC, Landlord


                                       AND

                             Geoworks, Inc., Tenant





Address of Property:                      50 Route 9 North
                                          Marlboro, New Jersey  07746

Description of Leased Premises:           Building B

Billable Square Feet:                     Approximately 20,000

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                                TABLE OF CONTENTS


 1.  LEASED PREMISES                                             1
 2.  TERM                                                        1
 3.  USE                                                         2
 4.  BASE RENT                                                   2
 5.  CONSTRUCTION & DELIVERY OF THE PREMISES                     2
 6.  REAL ESTATE TAXES AND INSURANCE PREMIUMS                    3
 7.  UTILITIES; TRASH REMOVAL                                    4
 8.  SECURITY DEPOSIT                                            5
 9.  LATE CHARGES                                                6
10.  ALTERATIONS AND IMPROVEMENTS                                7
11.  REPAIRS AND CARE                                            8
12.  MANAGING AGENT                                              8
13.  ASSIGNMENT                                                  9
14.  SIGNS                                                      10
15.  INSPECTION AND REPAIR; RIGHT TO EXHIBIT                    10
16.  COMPLIANCE WITH LAWS                                       10
17.  MORTGAGE SUBORDINATION & ATTORNMENT                        12
18.  NO ENCUMBRANCE OF LEASE                                    13
19.  ESTOPPEL CERTIFICATES                                      13
20.  PARKING                                                    13
21.  FIRE AND OTHER CASUALTY                                    13
22.  EMINENT DOMAIN                                             14
23.  REMEDIES UPON TENANT'S DEFAULT                             15
24.  TERMINATION ON DEFAULT                                     15
25.  REMOVAL OF TENANT'S PROPERTY                               16
26.  TERMINATION OF LEASE                                       16
27.  RESPONSIBILITY FOR DAMAGE                                  16
28.  NON-LIABILITY OF LANDLORD                                  17
29.  THIRD PARTY BENEFICIARY                                    17
30.  ATTORNEY'S FEES                                            17
31.  INDEMNIFICATION OF LANDLORD                                18
32.  REIMBURSEMENT OF LANDLORD                                  18
33.  JOINT AND SEVERAL LIABILITY                                18
34.  RULES AND REGULATIONS                                      18
35.  INSURANCE                                                  19
36.  NOTICES                                                    19
37.  SEVERABILITY                                               20
38.  CONFORMITY WITH LAWS AND REGULATIONS                       20
39.  NON-WAIVER BY LANDLORD                                     20
40.  TENANT NOT IN MILITARY                                     20
41.  CORPORATE TENANTS                                          20
42.  BROKERS                                                    20
43.  NUMBER AND GENDER                                          21
44.  BINDING EFFECT                                             21
45.  WAIVER OF JURY TRIAL                                       21
46.  CAPTIONS AND HEADINGS                                      21
47.  HOLDOVER TENANCY                                           21
48.  PAYMENT OF ADDITIONAL RENT                                 21
49.  RECORDING                                                  22
50.  TITLE AND QUIET ENJOYMENT                                  22
51.  WAIVER                                                     22
52.  HOURS OF OPERATION                                         22
53.  NO FIRE SALES                                              22
54.  TENANT'S TRADE NAME                                        22
55.  SUBMISSION NOT AN OPTION                                   22
56.  ENTIRE CONTRACT                                            22
RULES AND REGULATIONS                                           24

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                                 LEASE AGREEMENT

     This Agreement is made on November 21, 2000, between Toubin Realty II, LLC,
having  offices  located at 4000 Route 9 South,  Morganville,  New Jersey 07751,
hereinafter  designated as the Landlord;  and Geoworks,  Inc.,  having a mailing
address  of  960  Atlantic  Avenue,  Alameda,   California  94501,   hereinafter
designated as the Tenant.

     1. LEASED PREMISES:

     a. Landlord  does hereby lease to Tenant,  and Tenant does hereby rent from
Landlord,  for the term and on the conditions  hereinafter  provided,  the space
consisting of a Building to be constructed  containing a total of  approximately
20,000 billable square feet, as more  particularly  described below, to be known
as Building B (and hereinafter  referred to as the "Leased  Premises"),  located
behind the Grosso Building at 50 Route 9 North,  Morganville,  New Jersey, which
property is also known as Lot 21 in Block 176 on the  Marlboro  Township tax map
(hereinafter  referred to as the "Property").  Attached hereto as Exhibit A is a
diagram of the Property,  showing the existing  Grosso Building and the location
of the Leased Premises to be constructed.

     b. Upon the completion of the Leased Premises,  the billable square footage
thereof  shall be  measured by Tenant's  architects,  Mancini & Duffy.  The term
"billable square feet" means the square footage of the Leased Premises  measured
from  interior  wall to interior  wall,  and adding six inches  thereto for each
exterior wall.

     c. The Leased  Premises  are leased with the  nonexclusive  right of Tenant
(and all persons claiming under Tenant,  including Tenant's employees,  vendors,
customers and other invitees) to use, free of charge,  all "Common  Areas".  The
Common Areas shall include,  without limitation,  the paved parking areas, paved
service areas, sidewalks,  ramps, roadways,  driveways,  curbs, curbcuts and all
similar facilities and areas of Landlord's Property.

     2. TERM:

     a. The initial  term of this Lease shall be for ten (10) years,  commencing
on the Commencement Date as hereinafter  defined,  and ending on the last day of
the one-hundred- twentieth (120th) month thereafter.  The Commencement Date will
be the  first  day of the  month  following  the  month  in which  Landlord  has
completed  the  construction  of the Leased  Premises and  delivered  possession
thereof to Tenant.  Provided,  however,  that Tenant  shall be  responsible  for
paying  per diem  Base  Rent  from the day that  Landlord  delivered  possession
thereof to Tenant.

     b. The estimated  Commencement  Date will be on or about June 1, 2001.  If,
for any reason  other than delays that are caused by Tenant,  Excusable  Delays,
and/or Force Majeure (hereinafter defined), the Commencement Date does not occur
by July 4, 2001, then at any time after July 4, 2001, Tenant can elect to cancel
this Lease on thirty days notice to Landlord and if the Leased  Premises are not
completed  within  that  thirty day  period,  the Tenant will be entitled to the
prompt  refund of its  security  deposit and the  cancellation  of the letter of
credit.

     c. At the  expiration of the initial term of this Lease,  and provided that
the Tenant is not in default  under the terms of this  Lease,  the Tenant  shall
have two  options to renew this Lease each  option  being for a term of five (5)
years.  In the event Tenant  exercises  the renewal  options,  the tenancy shall
continue  to be  governed  by the terms and  conditions  set forth in this Lease
throughout  the renewal  periods,  except that the Base Rent shall change as set
forth in Section 4(b) below. Notice to the Landlord of the

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Tenant's  desire to  exercise  these  renewal  options  must be  provided to the
Landlord in writing, in accordance with the "Notices" Section of this Lease, not
less than twelve (12) months  prior to the  expiration  of the then ending lease
term.

     3. USE:

     a. The Leased  Premises  shall be used and  occupied  only and for no other
purpose than  executive,  administrative  and sales offices,  and laboratory and
production facilities, for Tenant's development of software.

     b. The Tenant  shall not use or permit the Leased  Premises  to be used for
any other purpose without the prior written consent of the Landlord.

     c. The  Tenant  shall not use or occupy  the  Leased  Premises  or any part
thereof,  nor permit or suffer the same to be occupied or used for any  purposes
other  than  as  herein  permitted,   nor  for  any  purposes  deemed  unlawful,
disreputable or extra hazardous, on account of fire or other casualty.

     4. BASE RENT:

     a. The Tenant  covenants and agrees to pay to the Landlord,  for and during
the initial term hereof,  base rent ("Base Rent") in the following  manner:  For
the first  thirty-six  (36)  months of the term,  the annual  Base Rent shall be
calculated  at $22.00  per  square  foot per  annum,  payable  in equal  monthly
installments  beginning on the Commencement Date of this Lease, and on the first
day of each subsequent  month.  For the next thirty-six (36) months of the term,
the annual  Base Rent shall be  calculated  at $23.10 per square foot per annum,
payable  in  equal  monthly  installments  beginning  on  the  first  day of the
thirty-seventh (37th) month of the term, and on the first day of each subsequent
month.  For the next  thirty-six  (36) months of the term,  the annual Base Rent
shall be  calculated  at $24.26  per  square  foot per  annum,  payable in equal
monthly  installments  beginning  on the first day of the  seventy-third  (73rd)
month of the term, and on the first day of each subsequent  month.  For the last
twelve (12)  months of the term,  the annual  Base Rent shall be  calculated  at
$25.47  per  square  foot  per  annum,  payable  in equal  monthly  installments
beginning on the first day of the one- hundred-ninth  (109th) month of the term,
and on the first day of each subsequent  month.  All Base Rent payments shall be
made monthly in advance, without setoff or deduction.

     b. If Tenant  exercises the renewal  options  provided for in Section 2(b),
then the Base Rent during the renewal term shall be the fair market rent for the
Renewal Term in question,  which shall be calculated  based on dollars per gross
billable  square foot per annum,  and Tenant  will  continue to pay its share of
real estate taxes and insurance premiums, and to pay for its own utilities.

     5. CONSTRUCTION AND DELIVERY OF THE LEASED PREMISES:

     a. Landlord hereby covenants and agrees,  at its own cost and expense,  but
subject to the  limitations  set forth in this Section,  to construct the Leased
Premises and to provide water,  electricity and all other necessary utilities to
the Leased  Premises,  and to do all other work as required  and as specified on
the  specifications  that are  described  in detail on the list that is attached
hereto as Exhibit B (the "Construction Specifications") and as shown on specific
plans for the Leased  Premises which will be  approximately  20,000 square feet,
which plans are not yet complete  but will  generally be the same fit up details
as shown in the Construction  Specifications  described in Exhibit B except that
the plans will be for 20,000  square feet  instead of 14,000  square  feet,  and
which plans are subject to the reasonable  approval of both Landlord and Tenant.
Landlord  and  Tenant  acknowledge  that the  Construction  Specifications  were
prepared for Tenant's occupancy at another location,  which would have only been
approximately 14,000 square feet. In no

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<PAGE>

event shall Landlord commence Tenant Improvement work until Tenant's  architect,
Mancini  and Duffy,  has  provided  to Landlord  and Tenant the  complete  final
drawings for the Leased  Premises and the specific plans for the Leased Premises
are finalized and approved by both parties. The final drawings and plans will be
attached to this Lease as Exhibit C.

     b. Intentionally omitted.

     c. Landlord warrants and agrees that, at the time of delivery of the Leased
Premises to Tenant, it shall deliver the parking areas at the Property to Tenant
in good condition,  properly  lighted,  properly paved,  and line painted,  with
curbs,  curb cuts,  sidewalks  and  roadways as  designated  on the final plans.
Moreover,  all systems  serving  the Leased  Premises  shall be in good  working
order,  and Landlord  warrants  that Tenant's  occupancy of the Leased  Premises
complies with all applicable laws. All such work shall be Substantially Complete
(defined below) on the date of delivery of possession of the Premises to Tenant.
Landlord agrees to give at least thirty (30) days prior written notice to Tenant
of the  estimated  date  when  such  possession  will  be  available  to  Tenant
hereunder,  followed by a second  written  notice from Landlord to Tenant of the
exact date when possession is available to Tenant hereunder, which second notice
shall be  delivered  at least  three (3)  business  days  prior to the date that
Tenant may take possession.

     d. Prior to taking possession of the Leased Premises, Tenant shall have the
right to inspect the Leased  Premises and provide  Landlord with a punch list of
items which require  repair and/or  completion.  Landlord shall have thirty (30)
days to  complete  the  items  designated  therein  (or such  longer  time as is
reasonably  necessary  if a given item cannot be attended to within  thirty (30)
days).

     e.  The  term  "Substantially  Complete"  shall  mean  full  completion  of
Landlord's  work  pursuant  to Exhibit C, except for minor  incomplete  items or
deficiencies,  that shall not unreasonably  hinder Tenant's use and occupancy of
the Leased Premises.

     f.  "Excusable  Delay"  shall mean a delay  caused by new or  unforeseeable
governmental  restrictions,  enemy action,  civil commotion,  fire,  unavoidable
casualty or any other cause similar or dissimilar, beyond the reasonable control
of either Landlord or Tenant, or due to the passing of time while waiting for an
adjustment  of insurance  proceeds.  "Force  Majeure"  shall mean any  Excusable
Delay, or other causes beyond Landlord's control, or governmental  preemption in
connection  with a national  emergency or any rule,  order or  regulation of any
governmental authority, or conditions of supply and demand which are affected by
war or other  emergency,  as a result of which Landlord is unable to fulfill its
obligations  under this Lease or is unable to supply any service which  Landlord
is obligated to supply hereunder in a timely manner.

     g. The  Landlord's  financial  obligation  for all  construction  costs and
expenses shall be subject to the limitation  that the Landlord shall pay for the
construction  of the  building  and  for  the  Tenant's  Improvements  that  are
described  generally  on Exhibit B, and will be more  specifically  described in
Exhibit C. Tenant shall be  responsible  for all costs of hiring a  construction
project  manager.  In addition,  any increased costs to the Landlord that result
from any change orders to the final plans and  specifications  which are made at
the Tenant's request after the  commencement of construction,  shall be paid for
by Tenant. Payments that are due from Tenant to Landlord for Tenant Improvements
or change  orders shall be paid by Tenant  within thirty (30) days of receipt of
demand therefor with supporting documentation.

     6. REAL ESTATE TAXES AND INSURANCE PREMIUMS

     a. Tenant shall pay as additional  rent  increases in the  Landlord's  real
estate taxes and insurance premiums as set forth below.


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<PAGE>


     b.  "Real  Estate  Taxes" as set forth in this  Section 6 shall  mean those
taxes  attributable to the Property,  provided that, if because of any change in
the method of taxation of real estate,  any other tax or  assessment  is imposed
upon  Landlord or the owner of the land or the  building or both or upon or with
respect to the Landlord of the  building or of the rents or income  therefrom in
substitution  for or in lieu of any tax or assessment which would otherwise be a
real estate tax, such other tax or assessment  shall be deemed real estate taxes
for the purposes of this Section. The "Base Year Real Estate Taxes" shall be the
Real Estate Taxes for the calendar  year 2001 for the fully  completed  project,
calculated  based upon the initial added  assessment  for  improvements  that is
imposed by the Marlboro  Township tax assessor with respect to the  construction
of Building B plus 50% of the assessment  for the land,  multiplied by the final
tax rate for the calendar year.

     c. For each year or part of a year occurring within the lease term in which
the  total  annual  real  estate  taxes  and   assessments   Real  Estate  Taxes
attributable  to Building B and 50% of the land shall  exceed the Base Year Real
Estate  Taxes,  Tenant shall pay the excess to Landlord  within thirty (30) days
after Landlord's presentation of a bill to Tenant for same.

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

     e.  "Insurance  Premiums"  as set forth in this  Section  6 shall  mean the
Landlord's  premiums  for  its  business  owner's  policy  attributable  to  the
Property,  including  fire and  casualty  coverage.  The  "Base  Year  Insurance
Premiums"  shall be that portion of the Insurance  Premiums for the first policy
year commencing  after the completion of the construction of Building B, that is
attributable to the construction of the additional improvements on the Property.
Landlord  shall obtain from its  insurance  agent a breakdown  of the  Insurance
Premiums, and supply a copy of same to Tenant.

     f. For each year or part of a year occurring within the lease term in which
the total annual Insurance Premiums  attributable to Building B shall exceed the
Base Year  Insurance  Premiums,  Tenant shall pay the excess to Landlord  within
thirty (30) days after Landlord's presentation of a bill to Tenant for same.

     g. If the last year of the Term ends on any day other  than the last day of
an insurance  policy year, any payment due to Landlord by reason of any increase
in Insurance  Premiums shall be prorated and Tenant  covenants to pay any amount
due to  Landlord  within  thirty  (30) days after being  billed  therefor.  This
covenant shall survive the expiration or termination of this Lease.

     7. UTILITIES; TRASH REMOVAL:

     a. From the date that Tenant takes possession of the Leased  Premises,  and
thereafter  throughout the term of this Lease, the Tenant shall pay when due all
the rents,  charges or costs for water,  sewer,  electric,  gas, cleaning and/or
other  services  supplied  to or for the  benefit  of the Leased  Premises.  The
billing  accounts for these services shall be in Tenant's name and shall be paid
by Tenant directly to the supplier thereof.

     b. Landlord shall arrange and pay for Tenant's refuse removal in accordance
with any plan set by Landlord for this Property.  Tenant shall fully comply with
all state, county and municipal legislation requiring segregation of refuse into
bottles, cans, etc., for recycling,  or otherwise regulating refuse disposal. If
Tenant  does not comply  with the  applicable  trash  removal  and/or  recycling
requirements for this Property, Landlord may

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<PAGE>

remedy such non-  compliance at Tenant's  expense in accordance with the Section
of this Lease entitled "Reimbursement of Landlord".

     8. SECURITY DEPOSIT:

     a.  The  Tenant  has  this  day  deposited  with  the  Landlord  the sum of
$73,333.00  as security for the full and faithful  performance  by Tenant of the
covenants and  conditions  on the part of the Tenant to be  performed.  Said sum
shall be returned to the Tenant,  without interest,  after the expiration of the
term hereof,  provided  that the Tenant has fully and  faithfully  performed all
such  covenants and  conditions and is not in arrears in Base Rent or additional
rent. During the term hereof, the Landlord may, if the Landlord so elects,  have
recourse to such  security,  to make good any  default by the  Tenant,  in which
event,  the Tenant  shall,  on demand,  promptly  restore  said  security to the
required  amount.  Liability to repay such security to the Tenant shall run with
the reversion and title to the Property, whether any change in ownership thereof
occurs by voluntary alienation or as the result of judicial sale, foreclosure or
other  proceedings,  or the  exercise  of a right  of  taking  or  entry  by any
mortgagee.  The Landlord shall assign or transfer said security, for the benefit
of the Tenant,  to any  subsequent  owner or holder of the reversion or title to
said Property,  in which case the assignee shall become liable for the repayment
thereof as herein  provided,  and the assignor shall be deemed to be released by
the Tenant from all liability to return such security.  This provision  shall be
applicable to every  alienation or change in title and shall in no way be deemed
to  permit  the  Landlord  to  retain  the  security  after  termination  of the
Landlord's  ownership of the reversion or title.  The Tenant shall not mortgage,
encumber or assign said security without the written consent of the Landlord.

     b. Under no circumstances  will security be applied toward the last months'
rent at the end of the lease term.

     9. LETTER OF CREDIT:

     As  additional  security to  Landlord  for the full  performance  of all of
Tenant's  leasehold  obligations,  Tenant shall  provide to Landlord a letter of
credit in accordance with the following terms and conditions:

     a. On or before 5:00 p.m. on the seventh (7th)  business day following full
execution of this Lease,  Tenant shall  deliver to Landlord an  irrevocable  and
unconditional letter of credit naming the Landlord as beneficiary, in the amount
of  $500,000.00,  which  will be  automatically  renewed  and  extended  without
amendment for additional one (1) year periods  beginning on the expiration  date
of the initial letter of credit through the termination of the Lease. The letter
of credit  shall  provide  that if the bank  elects  not to renew the  letter of
credit,  then the bank shall so notify the Landlord by overnight courier service
at the address  provided  in the Lease,  not later than sixty (60) days prior to
the expiration date of the then expiring letter of credit.  Upon receipt of such
notice,  the Landlord may, at any time before the expiration  date,  draw on the
letter of credit for the full amount  thereof,  by submission to the bank of the
original letter of credit together with the Landlord's  signed statement that it
received the bank's notice of non-renewal, and that such non-renewal constitutes
a default by Tenant under the Lease. Upon Landlord's receipt of the $500,000.00,
it shall be placed in a separate escrow  account,  to be disbursed in accordance
with the terms of the Security  Deposit Section of this Lease.  However,  Tenant
shall have no  obligation  to restore  any  portion of the  $500,000.00  used by
Landlord pursuant to such Security Deposit provisions.

     b. Landlord shall have the right to draw on the letter of credit in any one
or more of the  following  circumstances:  (i) upon the Tenant's  default in the
performance of its  obligations  under the Lease,  as a result of which Landlord
has obtained a judgment for possession  against  Tenant;  (ii) in the event that
Tenant has been adjudicated a bankrupt,

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<PAGE>

insolvent or placed in receivership,  or should  proceedings be instituted by or
against the Tenant for  bankruptcy  or  insolvency,  receivership,  agreement or
composition  or assignment  for the benefit of creditors  (that is not dismissed
within 90 days provided that Tenant has continued to pay its rental  obligations
when due), 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; or (iii) if Tenant  ceases its business  operations in and has
abandoned  the  Leased  Premises,   and  has  ceased  fulfilling  its  leasehold
obligations.  In any of these events, and following  Landlord's  compliance with
the  provisions of Section 9(d) below,  Landlord  shall be able to draw upon the
letter of credit by issuing a statement to the bank issuing the letter of credit
which  provides,  "Geoworks,  Inc., is in default of its  obligations  under the
Lease as set forth in Section 9(b)(i) and/or (ii) and/or (iii)."

     c. If  Landlord  proceeds  with the draw on the letter of  credit,  and the
amount  needed  to cure the  Tenant's  then  outstanding  defaults  is less than
$500,000.00,  Landlord shall place the balance in a separate escrow account,  to
be  disbursed in  accordance  with the  Security  Deposit  Section of this Lease
(except that Tenant shall have no  obligation  to replenish  such portion of the
Security Deposit).

     d. Except with respect to non-renewal of the letter of credit by the issuer
thereof,  prior to Landlord's drawing upon the letter of credit,  Landlord shall
submit a written certification to Tenant, stating the basis for its drawing upon
same.  If the Tenant wishes to assert that Landlord is not entitled to draw upon
the letter of credit,  the  Tenant's  only  recourse  to prevent  Landlord  from
calling the letter of credit shall be to obtain a  restraining  order in a court
of competent jurisdiction, which order must be obtained and served upon Landlord
within fourteen (14) days after Tenant's receipt of Landlord's certification.

     e.  Tenant  acknowledges  and agrees that a failure to maintain in effect a
letter of credit that complies with all of the  requirements  of this Section 9,
or the  refusal  by  Tenant's  bank to renew any  letter of  credit,  shall each
constitute an event of default under the Lease.

     f. After the fifth year of the term has expired,  and provided  that Tenant
has not committed any material defaults during the first five years of the term,
then the letter of credit amount will be reduced to $250,000.00. After the sixth
year of the term has expired,  and provided  that Tenant has not  committed  any
material  defaults  during  the first six years of the term,  then the letter of
credit amount will be reduced to $200,000.00. After the seventh year of the term
has expired,  and provided that Tenant has not  committed any material  defaults
during the first seven years of the term,  then the letter of credit amount will
be reduced to  $150,000.00.  After the eighth year of the term has expired,  and
provided that Tenant has not committed  any material  defaults  during the first
eight  years of the term,  then the letter of credit  amount  will be reduced to
$100,000.00.  After the ninth year of the term has expired,  and  provided  that
Tenant has not  committed any material  defaults  during the first nine years of
the term,  then the  letter of credit  amount  will be  reduced  to  $50,000.00.
Landlord and Tenant agree that  satisfaction of the conditions to a reduction in
the letter of credit will be made between sixty and ninety days prior to the end
of the applicable annual term so that clear renewal instructions can be given to
the issuing bank for the following year. If a material default occurs after such
determination, then Landlord reserves all rights set forth above and can require
that the amount of the letter of credit be promptly returned to $500,000.00.

     10. LATE CHARGES:

     a. The Tenant shall pay the Base Rent and any sum due as additional rent on
or before  the date on which it is due and owing.  If  payment  is not  received
within five (5) days of the date on which it was due, Tenant shall be liable for
a late fee in the amount of

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eight (8%) percent of the rent or additional rent which is past due and owing as
of that date. Said late fee shall become additional rent due and owing.

     b. From and after  thirty (30) days from the date any payment was due,  and
for so long as it remains unpaid in whole or in part,  interest shall accrue and
be payable  thereon on the unpaid amount at the rate of twelve (12%) percent per
annum, and shall be deemed additional rent (if payable to Landlord).

     c. Tenant  agrees to pay to Landlord a bounced check fee of $35.00 for each
and every check  submitted  by Tenant to Landlord  pursuant to any  provision of
this Lease,  which is dishonored for payment by the bank upon which it is drawn.
The  bounced  check fee  shall be deemed  additional  rent.  Any check  returned
dishonored  must  be  replaced  with a  money  order  or  certified  check  upon
Landlord's request.

     d.  These  late  charges  shall be  recognized  by both  parties  to be the
reasonable  administrative  costs  incurred  by the  Landlord  in the  event  of
nonpayment of rent, and said charges shall be due and payable as a result of and
part of any judgment that the Landlord obtains against the Tenant for nonpayment
of rent.

     11. ALTERATIONS AND IMPROVEMENTS:

     a. No alterations,  additions or improvements shall be made, and no climate
regulating, air conditioning,  cooling, heating or sprinkler systems, television
or radio antennas,  heavy equipment,  carpeting,  apparatus,  fixtures and trade
fixtures, shall be installed in or attached to the Leased Premises,  without the
prior written consent of the Landlord, which shall not be unreasonably withheld,
delayed  or  conditioned.  Despite  the  foregoing,  Tenant can elect to install
window  treatments or coverings  consistent with the building  standards without
seeking Landlord's consent. All such alterations and improvements,  if permitted
by Landlord, shall be made at the Tenant's sole cost and expense.

     b. All  alterations,  additions,  improvements,  systems,  antennas,  heavy
equipment,  carpeting,  apparatus,  fixtures  and  trade  fixtures,  when  made,
installed in or attached to the Leased Premises,  shall belong to and become the
property of the Landlord and shall be surrendered  with the Leased Premises as a
part thereof upon the expiration or sooner  termination  of this Lease,  without
hindrance,  molestation  or injury.  Provided,  however,  that at the Landlord's
option (unless Tenant secured  Landlord's  waiver of this election in connection
with securing  Landlord's  consent to such  improvements),  at the expiration or
earlier  termination  of this Lease (other than in  connection  with Casualty or
Condemnation),  Tenant must remove such improvements  and/or alterations made by
Tenant as  Landlord  may  direct,  and  restore  the  Leased  Premises  to their
condition at the inception of Tenant's occupancy thereof,  and repair any damage
caused by the removal of such  improvements  and/or  alterations.  In  addition,
Tenant shall be responsible for capping all plumbing,  gas,  electrical,  and/or
other  utility  connections  behind the wall,  where such  connections  serviced
improvements or alterations which have been removed.

     c. All alterations,  additions, improvements,  equipment and fixtures which
Tenant makes or installs, at any time prior to or during the term of this Lease,
shall be made or installed in a good and workmanlike  manner,  and in accordance
with all applicable  federal,  state and municipal laws and regulations,  and in
accordance  with all  regulations  promulgated by  governmental  agencies having
jurisdiction,  and further in accordance with prevailing safety standards in the
industry. In addition, the removal of any alterations,  additions, improvements,
equipment or fixtures at the expiration or earlier termination of this Lease, as
permitted  or  required  by the  terms  hereof,  shall  be  done  in a good  and
workmanlike  manner, and in accordance with all of the  aforementioned  laws and
regulations.


                                       7
<PAGE>

     d.  In  the  event  that  the  making  of  any  alterations,  additions  or
improvements  by Tenant  to the  Leased  Premises,  or the  installation  of any
equipment or fixtures by Tenant in the Leased  Premises,  results in an increase
in the insurance  premiums payable by the Landlord for the Property,  or results
in an increased assessment of the Property for real estate tax purposes, then at
the Landlord's option, Tenant shall pay the increment in such insurance premiums
or real property taxes as additional rent.

     12. REPAIRS AND CARE:

     a. Landlord and Tenant  acknowledge  that Landlord will be constructing the
building which will be the Leased Premises,  and that it is anticipated that the
building and  Landlord's  fit up work in the Leased  Premises  will be completed
sometime  in the spring of the year 2001.  After the  Tenant  has  examined  the
Leased   Premises  and  any  equipment   which  services  the  Leased   Premises
exclusively, and has accepted the condition thereof, throughout the term of this
Lease and all extensions, the only responsibility of the Landlord for repairs or
replacements shall be for the repairs and replacements to the structure (as more
particularly  described  in Section  12(b)  below)  and the Common  Areas of the
Property  and  to  insure  that  all   warranties   are  honored  by  Landlord's
contractors.  Landlord also warrants that (i) all building  systems  comply with
their  specifications  and are in good  working  order  for 180 days  after  the
Commencement  Date and (ii) that Tenant may lawfully  occupy the Leased Premises
under all laws applicable as of the Commencement Date.

     b. Landlord shall be responsible for all necessary repairs, maintenance, or
replacements  to,  the  exterior  and  the  structural  portions  of the  Leased
Premises, including the roof and roof supports,  flashings, gutters, downspouts,
footings,  foundations,  structural supports,  columns,  exterior walls, bearing
walls, retaining walls, floor slab, and chimney (if any), so as to keep the same
in good  condition  and repair;  and  Landlord  shall  further  maintain in good
working  order and repair,  and shall  maintain  and replace as  necessary,  all
plumbing,  pipes,  tubes and other conduits and utility lines leading to or from
the Leased  Premises,  except for telephone  service  lines,  which shall be the
Tenant's responsibility.

     c. Except as set forth above, the performance of all  maintenance,  repairs
and  replacements  to the Leased  Premises and any and all  equipment  servicing
same, shall be Tenant's responsibility,  and shall be done at Tenant's sole cost
and expense.  Tenant shall maintain the Leased Premises and equipment  servicing
same in good condition and state of repair,  and at the end or other  expiration
of the term hereof, shall deliver up the Leased Premises and equipment servicing
same in good order and condition, subject to ordinary wear and tear.

     d. Throughout the term of this Lease, and any renewal or extension thereof,
Tenant shall maintain in effect a maintenance and service  contract for its HVAC
equipment and system, with a reputable  contractor having all necessary licenses
for the same.

     13. MANAGING AGENT:

     a. The  parties  hereby  acknowledge  that at this time and  until  further
notice,  Shari Blinn shall be the managing agent for the Landlord.  All payments
of rent and additional  rent and any other payments  required under the terms of
this  Lease  shall be made  payable  to  Toubin  Realty  II,  LLC,  and shall be
delivered  to  them at  4000  Route 9  South,  Morganville,  New  Jersey  07751.
Furthermore,  the Tenant shall direct all written  communication with respect to
this  tenancy to Shari Blinn at the  aforementioned  address,  or  otherwise  by
telephoning (732) 970-9700.


                                       8
<PAGE>

     b. At any  time  and  from  time to time  during  the  term of this  Lease,
Landlord  may  designate a different  firm or entity as managing  agent,  and/or
Landlord  may  change  its  directions  to  Tenant  as to  where  Base  Rent and
additional  rent  payments  shall be made.  Landlord  shall send Tenant  advance
written  notice,  advising of any such changes in managing agent or rent payment
instructions.

     14. ASSIGNMENT:

     a. Tenant  covenants  and agrees  that it shall not assign its  interest in
this  Lease,  in whole  or in part,  nor  shall  Tenant  sublet  or  permit  the
subletting  of the Leased  Premises or any part  thereof,  without  first having
received the written consent thereto of the Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed.

     b. Tenant shall give Landlord  written  notice of its desire to assign this
Lease or sublet all or any portion of the Leased Premises at least 60 days prior
to the proposed effective date of such assignment or subletting. Tenant's notice
shall be  accompanied  by (i) a photostatic  copy of the proposed  instrument of
assignment or subletting;  (ii) a statement describing the identity and business
experience  of  the  proposed  assignee  or  subtenant  and,  if the  same  is a
partnership,  trust  or  corporation,  of each  partner,  trustee,  shareholder,
officer and director thereof;  (iii) a current financial  statement and the most
recently filed federal income tax return of each entity and person  described in
(ii) above; and (iv) such other information as Landlord may request.

     c.  Landlord  will  endeavor to advise Tenant of its decision to consent or
not consent to the Tenant's  proposed  assignment or subletting not less than 20
days prior to the proposed  effective date thereof.  However,  in the event that
Landlord does not respond to Tenant's request within the period provided in this
paragraph,  Landlord  shall be  deemed  to have  withheld  consent  to  Tenant's
proposed  assignment of this Lease or subletting of the Leased Premises,  unless
the delay is  unreasonable.  Any  assignment  or  subletting  by Tenant  without
Landlord's  prior written  consent shall be void and of no force or effect.  The
acceptance  by  Landlord  of the  payment  of any Base Rent or  additional  rent
following any assignment or other transfer  prohibited by this Section shall not
be deemed to be a consent by Landlord to any such  assignment or other  transfer
nor shall  the same be deemed to be a waiver of any right or remedy of  Landlord
hereunder.  In the  event  that  Landlord  does  consent  to  Tenant's  proposed
assignment or  subletting,  no such  assignment  or subletting  shall operate to
relieve Tenant of its  obligations to fully perform all covenants and conditions
of this Lease.

     d. In addition to  Landlord's  right to  withhold  consent to the  proposed
assignment  of this  Lease  or  subletting  of all or a  portion  of the  Leased
Premises,  Landlord may, at its sole  election,  (i) terminate this Lease in the
case of a proposed  assignment or subletting of the entire Leased  Premises,  or
(ii)  recapture  the portion of the Leased  Premises  which  Tenant  proposed to
sublet (if that is less than the entire Leased  Premises).  In the latter event,
Landlord shall,  at its own cost,  erect such demising walls as are necessary to
physically separate that portion of the Leased Premises which Landlord elects to
recapture from the remainder of the Leased Premises.  Such construction shall be
completed in a good and  workmanlike  manner,  in accordance with all applicable
laws and governmental regulations,  and the resulting separate spaces shall each
have  their  own  access  to the  Common  Areas  of the  Property.  If  Landlord
recaptures  either all or any  portion of the Leased  Premises,  pursuant to the
provisions  of this  paragraph,  Tenant  shall  vacate  the Leased  Premises  or
applicable  portion  thereof,  as the case may be, on the date on which Tenant's
proposed  assignment  or  subtenancy  would  have been  effective  had  Landlord
consented  to the same,  and Tenant  shall  surrender  the space  recaptured  to
Landlord in the condition required by this Lease as though the Lease had expired
by its terms with respect to such space.


                                       9
<PAGE>

     e.  Despite the  foregoing,  Tenant can assign  this Lease or sublease  any
portion of the Leased Premises to any corporate  parent or controlled  affiliate
of Tenant,  or in connection with the sale of all of its assets or business to a
third party and Landlord shall have no right of recapture in connection with the
foregoing;  provided  that  Landlord is given  prompt  notice and any such third
party or  corporate  parent or  affiliate  assumes  this Lease,  and Landlord is
receives a copy of the executed document memorializing same.

     f. In the event that the Tenant seeks the Landlord's  consent to a proposed
subletting or assignment, the Tenant agrees to be responsible for the Landlord's
reasonable  attorneys'  fees and other costs of reviewing the credentials of the
prospective  assignee/subtenant,  and preparing the necessary documents, but not
to exceed a total of two months' rental payments.

     15. SIGNS:

     a. The Tenant  shall not place nor allow to be placed any signs of any kind
whatsoever,  on the exterior of the Leased  Premises or the Property or any part
thereof,  except of a design and  structure  and in or at such  places as may be
indicated  and  consented  to by the Landlord in writing.  Landlord  agrees that
Tenant's  signage  can be  included  as the  first  position  on the  streetside
monument  signage for the  Property.  Landlord also  authorizes  Tenant to place
Tenant's signage on the exterior of its building. All signs shall be paid for by
the Tenant,  and shall be subject to the  Landlord's  approval  with  respect to
style,  size and proposed  location,  which approval  shall not be  unreasonably
withheld,  conditioned  or delayed.  Tenant must pay for and obtain any required
municipal approvals, and all signs shall at all times conform with all municipal
ordinances or other laws and regulations applicable thereto.

     b.  In  case  the  Landlord  or  the   Landlord's   agents,   employees  or
representatives  shall  deem it  necessary  to remove any such signs in order to
paint or make repairs, alterations or improvements in or upon or any part of the
Property, they may be so removed, but shall be replaced by the Landlord when the
said repairs, alterations or improvements shall have been completed.

     16. INSPECTION AND REPAIR; RIGHT TO EXHIBIT:

     a. The Tenant agrees that the Landlord and the Landlord's agents, employees
or other representatives, shall have the right to enter into and upon the Leased
Premises  or any part  thereof,  at all  reasonable  hours,  for the  purpose of
examining  the same or making  such  repairs  or  alterations  therein as may be
necessary  for the safety and  preservation  thereof.  This clause  shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspections or repairs.

     b. The Tenant  agrees to permit the  Landlord  and the  Landlord's  agents,
employees  or other  representatives  to show the  Leased  Premises  to  persons
wishing to rent or purchase the same. Tenant agrees that on and after six months
next preceding the expiration of the term hereof, the Landlord or the Landlord's
agents, employees or other representatives shall have the right to place notices
on the Property  offering the Leased  Premises for rent,  and the Tenant  hereby
agrees  to  permit  such  notices  to  remain  thereon   without   hindrance  or
molestation.

     17. COMPLIANCE WITH LAWS:

     a. During the term hereof,  the Tenant shall promptly comply with all laws,
ordinances,  rules,  regulations,  requirements  and  directives of the federal,
state  and  municipal  governments  or  public  authorities  and  all  of  their
departments,  bureaus and  subdivisions,  applicable  to and  affecting the said
Leased Premises, their use


                                       10
<PAGE>
and  occupancy,  for the  correction,  prevention  and  abatement of  nuisances,
violations or other  grievances in, upon or connected with the Leased  Premises;
and Tenant shall promptly comply with all orders, regulations,  requirements and
directives  of the Board of Fire  Underwriters  or similar  authority and of any
insurance  companies  which  have  issued  or are  about  to issue  policies  of
insurance covering the Leased Premises and its contents or the Property, for the
prevention of fire or other casualty,  damage or injury, all at the Tenant's own
cost and expense.

     b. As may be mandated by federal and state statutes and regulations, Tenant
is  expressly  forbidden  from  releasing,   threatening  to  release,  dumping,
discharging, placing on or in the Property, generating, storing, treating, using
or disposing of, on the Property, any hazardous substances. For purposes of this
Lease,  "hazardous  substance"  means any  substance or material  giving rise to
liability or  responsibility  under the Resource  Conservation  and Recovery Act
(RCRA)  42 USC  Sec.  6901 et seq.;  The  Comprehensive  Environmental  Response
Compensation  and  Liability Act (CERCLA) 42 USC Section 9601 et seq. as amended
by the Superfund  Amendment and  Reauthorization Act of 1987 (SARA), 42 USC Sec.
9601 et seq.;  The Federal Clean Water Act, 33 USC Sec. 1301 et seq.; as well as
the New Jersey Spill Compensation and Control Act N.J.S.A.  58:10-23.11 et seq.;
The New Jersey Solid Waste Management Act, N.J.S.A. 13:1E-1 et seq.; and the New
Jersey Water Pollution Control Act,  N.J.S.A.  58:10A-1 et seq.; and any and all
regulations  promulgated  pursuant to said federal and state laws,  or under any
municipal ordinances, or any common law theory of nuisance or strict liability.

     c. Tenant shall cause its employees,  agents, invitees and guests to comply
with the provisions of subparagraphs (a) and (b) of this Section.

     d. If applicable,  Tenant shall,  at Tenant's own expense,  comply with the
Industrial  Site  Recovery  Act,  N.J.S.A.  13:1K-6 et seq. and the  regulations
promulgated thereunder ("ISRA"). Tenant shall, at Tenant's own expense, make all
submissions to, provide all information to, and comply with all requirements of,
the  Bureau of  Industrial  Site  Evaluation  (the  "Bureau")  of the New Jersey
Department of Environmental Protection ("NJDEP"). Should the Bureau or any other
division of NJDEP  determine  that a cleanup  plan must be  prepared  and that a
cleanup  must be  undertaken  because of any spills or  discharges  of hazardous
substances  or wastes at the Property  which occur due to the act or omission of
Tenant, Tenant's agents, invitees,  licensees, or employees,  then Tenant shall,
at Tenant's own expense,  prepare and submit the  required  plans and  financial
assurances,  and carry out the approved plans.  Tenant's  obligations under this
paragraph shall also arise if there is any closing,  terminating or transferring
of operations of the Tenant's industrial establishment at the Property which are
subject to ISRA.  Such  submissions to the Bureau shall be made no less than six
(6) months  before the end of the  Tenant's  occupancy  of the Leased  Premises.
Landlord shall be kept advised of each step in the ISRA submission process,  and
the Tenant shall diligently pursue any cleanup plan required by the NJDEP either
before or immediately after the expiration of its lease term.

     e. At no expense to Landlord, Tenant shall promptly provide all information
requested by Landlord for preparation of ISRA  non-applicability  affidavits and
shall promptly sign such affidavits when requested by Landlord. At no expense to
Landlord,  Tenant  agrees to  promptly  provide  any  information  requested  by
Landlord regarding Tenant's use and occupancy at the Leased Premises,  as may be
needed to evidence  compliance  with the terms of applicable  laws and insurance
policies;  and  Tenant  agrees  to  promptly  execute  any  affidavits  or other
documents needed in confirmation of same.

     f. Tenant shall  indemnify,  defend and save harmless the Landlord from all
fines, suits,  proceedings,  claims and actions of any kind arising out of or in
any way  connected  with any spills or  discharges  of hazardous  substances  or
wastes at the Property which are attributable to Tenant's acts or omissions; and
from all fines, suits,  proceedings,  claims and actions of any kind arising out
of Tenant's failure to provide all information, make all

                                       11
<PAGE>
submissions and take all actions required by the provisions of this Section.  If
Tenant  fails to comply in any  respect  with the  provisions  of this  Section,
Tenant shall be responsible  for any and all damages,  costs of remediation  and
other costs, penalties, fines, losses and/or expenses (including but not limited
to actual attorney's fees and other  professional and consultants' fees) arising
from or  attributable  to  Tenant's  non-compliance.  Tenant's  obligations  and
liabilities  under this  Section  shall  continue  so long as  Landlord  remains
responsible  for any spills or discharges  of hazardous  substances or wastes at
the  Property.  Tenant's  failure to abide by the terms of this Section shall be
restrainable by injunction,  as Tenant  acknowledges and stipulates that failure
to comply herewith will cause irreparable harm to the Landlord.

     g.  Landlord  warrants  to  its  knowledge  that  there  are  no  hazardous
substances or wastes on or about the Property.  Landlord shall indemnify, defend
and save  harmless  the Tenant from all fines,  suits,  proceedings,  claims and
actions of any kind  arising out of or in any way  connected  with any spills or
discharges  of  hazardous  substances  or wastes at the  Property  which are NOT
attributable  to  Tenant's  acts  or  omissions;  and  from  all  fines,  suits,
proceedings,  claims and actions of any kind NOT arising out of Tenant's failure
to provide all  information,  make all submissions and take all actions required
by the  provisions of this Section.  If Landlord  fails to comply in any respect
with the provisions of this Section,  Landlord shall be responsible  for any and
all damages,  costs of remediation  and other costs,  penalties,  fines,  losses
and/or expenses  (including but not limited to actual  attorney's fees and other
professional and  consultants'  fees) arising from or attributable to Landlord's
non- compliance. Landlord's obligations and liabilities under this Section shall
continue so long as Landlord remains responsible for any spills or discharges of
hazardous  substances or wastes at the Property.  Landlord's failure to abide by
the terms of this  Section  shall be  restrainable  by  injunction,  as Landlord
acknowledges   and  stipulates  that  failure  to  comply  herewith  will  cause
irreparable harm to the Tenant.

     18. MORTGAGE SUBORDINATION & ATTORNMENT:

     a. Tenant agrees that this Lease is and shall be subject and subordinate to
the lien of any mortgages that may now or hereafter be placed upon the Property,
and to all present or future advances under the obligations secured thereby, and
all  renewals,  amendments,  modifications,   consolidations,  replacements  and
extensions  thereof, to the full extent of all amounts secured by such mortgages
from time to time. Said subordination shall have the same force and effect as if
such   mortgages   and  any  such   renewals,   modifications,   consolidations,
replacements and extensions thereof had been executed,  acknowledged,  delivered
and  recorded  prior  to  the  execution  of  this  Lease.  Notwithstanding  the
foregoing,  Tenant's  agreement to  subordinate  its  leasehold  interest in the
Leased  Premises  to the  interest  of any  mortgagee  or deed of  trust  holder
(collectively,  "mortgagee") is contingent  upon such mortgagee,  for itself and
its successors and assigns, entering into a nondisturbance agreement with Tenant
which will  provide  that,  so long as no event of default by Tenant  under this
Lease has occurred and is continuing:  (i) Tenant shall not be joined as a party
defendant in any  foreclosure  or other action which may be  instituted  by such
mortgagee by reason of any default under the terms of its lending  arrangements;
(ii) Tenant shall not be  dispossessed of the Leased Premises by such mortgagee;
(iii)  Tenant's  leasehold  estate  under the Lease shall not be  terminated  or
disturbed by such mortgagee;  and (iv) Tenant's rights under the Lease shall not
be diminished, or Tenant's obligations increased, by reason of any default under
the  mortgagee's  lending  arrangements  or any  foreclosure  of any mortgage or
transfer of the  Property to such  mortgagee  in lieu of  foreclosure.  Landlord
agrees  to  obtain  for  the  benefit  of  Tenant  a  non-disturbance  agreement
(consistent with the requirements set forth above) from all existing  mortgagees
of the Property.

     b. Tenant agrees that in the event of a foreclosure  of any mortgage by the
lender  holding same, or the  acceptance of a deed in lieu of foreclosure by the
lender,  or any other  succession of said lender to fee  ownership,  Tenant will
attorn to and recognize that

                                       12
<PAGE>

lender as its  landlord  under this Lease for the  remainder of the term of this
Lease  (including  all  extension  periods  which  have  been  or are  hereafter
exercised)  upon the same terms and  conditions  as are set forth in this Lease,
and Tenant  hereby  agrees to pay and perform all of the  obligations  of Tenant
pursuant to the Lease  following  any such  foreclosure  or  proceeding  in lieu
thereof;  provided that such successor agrees not to disturb Tenant as set forth
in the prior  paragraph.  To the extent not  prohibited  by law,  Tenant  hereby
waives the provisions of any statute or rule of law, now or hereafter in effect,
which may give or purport to give Tenant any right or election to  terminate  or
otherwise adversely affect this Lease and the obligation of Tenant hereunder, in
the event any foreclosure proceeding is brought, prosecuted or completed.

     c. The provisions of this paragraph shall be self-operative  and no further
instrument shall be required;  provided, however, in confirmation thereof Tenant
shall  execute such  further  assurances  as may be required  from time to time.
Refusal by the Tenant to execute such instruments  within ten (10) business days
of written request shall entitle the Landlord to the option of terminating  this
Lease,  declaring a default  hereunder,  and/or seeking  monetary damages and/or
injunctive relief.

     19. NO ENCUMBRANCE OF LEASE:

     Tenant shall not mortgage, encumber or hypothecate this Lease or permit the
Lease, voluntarily or involuntarily,  to become subject to any lien, encumbrance
or judgment.

     20. ESTOPPEL CERTIFICATES:

     At any time, and from time to time, Tenant agrees,  upon request in writing
from the  Landlord,  to  execute,  acknowledge  and  deliver  to the  Landlord a
statement  in writing  certifying  that,  to Tenant's  knowledge,  this Lease is
unmodified  and in full force and  effect (or if there have been  modifications,
that  the  same  is in full  force  and  effect  as  modified  and  stating  the
modifications),  that the Landlord is not in default under any provision of this
Lease (or,  if in  default,  the nature  thereof in detail)  and the amounts and
dates to which the Base Rent and all additional rent have been paid.

     21. PARKING:

     a. For so long as Tenant is the sole  occupant  of  Building  B, the Tenant
shall be permitted to use the parking spaces in the parking area in front of and
surrounding  Building  B  exclusively.  There  shall be no charge for the use of
these Parking Spaces.  The Landlord reserves the right from time to time to make
reasonable  rules and  regulations  as in its judgment may be desirable  for the
safety, care and cleanliness of the parking lot and for the preservation of good
order  therein,  including but not limited to the  allocation of parking  spaces
among the tenants so that the distribution thereof is fair to all of the tenants
in Building B if at some point a portion of the building has been  recaptured by
Landlord  and rented out to one or more other  tenants.  Upon the making of such
rules and regulations and when notice thereof has been given to the Tenant, such
rules and regulations shall have the same force and effect as if originally made
a part of this Lease.  The maximum  speed of vehicles in the parking areas shall
be 15 miles per hour.
     b. If Tenant  observes  that one or more  vehicles  are  parked in front of
and/or  around  Building B that do not belong to Tenant's  employees or business
invitees  (or to those of other  tenants of Building  B, if any),  Tenant may so
notify  Landlord in writing,  setting forth the  description  of the vehicles in
question,  including license plate numbers.  Upon receipt of such  notification,
Landlord shall be obligated to make a good faith effort to require such vehicles
to cease parking in those parking spaces.

     22. FIRE AND OTHER CASUALTY:


                                       13
<PAGE>


     a. In case of fire or other  casualty,  the  Tenant  shall  give  immediate
notice to Landlord.  If the Leased Premises shall be partially  damaged by fire,
the elements or other  casualty,  the Landlord shall repair the same as speedily
as practicable,  and the Tenant's obligation to pay the Base Rent and additional
rent hereunder  shall not cease,  but it shall be prorated based upon the amount
of space that is temporarily  not usable or diminished in usability.  If, in the
opinion  of  the  Landlord,   the  Leased   Premises  are  so  extensively   and
substantially  damaged as to render  them  untenantable,  then the Base Rent and
additional  rent shall cease until such time that the Leased  Premises  are made
tenantable by the  Landlord.  However,  if, in the opinion of the Landlord,  the
Leased Premises  and/or the Property be totally  destroyed or so extensively and
substantially  damaged as to require practically a rebuilding thereof,  then the
Base Rent and additional  rent shall be paid up to the time of such  destruction
and this Lease shall come to an end. Landlord shall notify Tenant of its opinion
within thirty days after the destruction or damage (or later notice thereof). In
any event,  if the  Leased  Premises  are  substantially  damaged  and cannot be
restored  within  six  months  after  the  casualty,  then  Tenant  can elect to
terminate this Lease on thirty days' notice to the Landlord.

     b. Unless the Landlord  terminates  this Lease due to the severe  extent of
damage,  Landlord  shall  promptly  restore  and  rebuild  the  Leased  Premises
(including the Tenant Improvement Work performed by Landlord pursuant to Exhibit
B but excluding  Tenant's trade fixtures,  equipment,  and personal property) at
Landlord's  expense.  Tenant acknowledges that Landlord will not carry insurance
on Tenant's  furniture,  furnishings,  fixtures,  equipment,  personal property,
subsequently made tenant improvements and other Alterations;  therefore,  Tenant
agrees that Landlord shall have no obligation to repair any damage to same.

     c. Landlord and Tenant agree that no  termination of this Lease pursuant to
this provision shall operate so as to interfere with, limit or reduce Landlord's
right to receive payment under any policy of loss of rents insurance.

     23. EMINENT DOMAIN:

     a. If the Property or any significant  portion thereof, of which the Leased
Premises  are a part,  shall be  taken  under  eminent  domain  or  condemnation
proceedings,  or if suit or other action shall be  instituted  for the taking or
condemnation  thereof, or if in lieu of any formal  condemnation  proceedings or
actions,  the  Landlord  shall grant an option to purchase  and/or shall sell or
convey the said Property or any portion  thereof,  to the  governmental or other
public authority,  agency, body or public utility, seeking to take said Property
or any portion  thereof,  then this Lease, at the option of the Landlord,  shall
terminate  with six months  notice to Tenant (or such lesser amount of notice as
Landlord may be able to provide, based upon when it first received notice of the
taking from the condemning authority),  and the term hereof shall end as of such
date as the Landlord  shall fix by such notice in writing;  and the Tenant shall
have no claim nor be entitled to any portion of any amount  which may be awarded
as damages or paid as a result of such  condemnation  proceedings or paid as the
purchase  price  for  such  option,   sale  or  conveyance  in  lieu  of  formal
condemnation  proceedings,  except with respect to relocation  costs or Tenant's
personal property. The Tenant agrees to execute and deliver any instruments,  at
the expense of the Landlord,  as may be deemed necessary or required to expedite
any condemnation proceedings or to effectuate a proper transfer of title to such
governmental or public authority, agency, body or public utility seeking to take
or acquire the said Property or any portion  thereof.  The Tenant  covenants and
agrees to vacate the Leased Premises,  remove all the Tenant's personal property
therefrom and deliver up peaceable possession thereof to the Landlord or to such
other party designated by the Landlord in the aforementioned  notice. Failure by
the Tenant to comply with any provisions in this clause shall subject the Tenant
to such costs, expenses,  damages and losses as the Landlord may incur by reason
of Tenant's breach hereof.


                                       14
<PAGE>


     b. Except as set forth above, Tenant hereby waives any and all rights which
it may have to any  portion of the  condemnation  award or damages  received  by
Landlord from the condemning entity. Provided, however, that the Tenant may make
claims for damages  against  the  condemning  authority  to the extent that such
claims relate to Tenant's personal property or relocation costs.

     c. Should the Property be the subject of a partial  taking and the Landlord
does not choose to terminate  this Lease,  and in the event the Tenant's  Leased
Premises are not physically affected and the Tenant's use of the Common Areas is
not impaired,  the Tenant shall continue to comply with all terms and conditions
of this Lease including the payment of Base Rent and all additional rent subject
to proration for any decline in usability of the Leased Premises.

     24. REMEDIES UPON TENANT'S DEFAULT:

     a. If there  should  occur  any  default  on the part of the  Tenant in the
performance of any conditions and covenants herein  contained,  or if during the
term hereof the Leased Premises or any part thereof shall be or become abandoned
or  deserted,  or should  the  Tenant  be  evicted  by  summary  proceedings  or
otherwise,  the Landlord may, in addition to any other remedies herein contained
or as may be  permitted  by law,  either by force or  otherwise,  without  being
liable for prosecution therefor, or for damages, re-enter and repossess the said
Leased  Premises and Landlord may, as agent for the Tenant or otherwise,  re-let
the Leased Premises and receive the rents therefor and apply the same,  first to
the  payment of such  expenses,  reasonable  attorney's  fees and costs,  as the
Landlord  may have  incurred in re- entering  and  repossessing  the same and in
making such repairs and  alterations as may have been  necessary,  and second to
the payment of the rents due hereunder.  The Tenant shall remain liable for such
rents as may be in arrears and also the rents that may accrue  subsequent to the
re-entry by the  Landlord  (including  re-entry  accomplished  by  Judgment  for
Possession),  to the  extent  of  the  difference  between  the  rents  reserved
hereunder and the rents,  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
each month. Notwithstanding the foregoing,  Landlord may accelerate and call due
at the time of any  default  by Tenant  or the  eviction  of  Tenant by  summary
proceedings,  all Base Rent and additional rent reserved hereunder. The exercise
of any remedy  provided  for by this Lease  and/or by law shall not preclude the
Landlord's  exercise of any other, in order to recover all damages occasioned by
the Tenant's breach.

     b. In the event  the  Landlord  shall  proceed  with a  summary  dispossess
action, acceptance of partial payments of Base Rent or additional rent shall not
be a waiver of the right to receive the remaining  rent. Any summary  dispossess
action shall not be dismissed until all Base Rent and additional rent arrearage,
and all late charges, interest and attorney's fees are paid in full.

     c. In the event any Base Rent or  additional  rent becomes due prior to the
trial  date of the  dispossess  action,  such rent shall be  included  by way of
verbal amendment to the complaint.

     25. TERMINATION ON DEFAULT:

     Upon the  occurrence of any event of default under this Lease or should the
Tenant be adjudicated a bankrupt, insolvent or placed in receivership, or should
proceedings be instituted by or against the Tenant for bankruptcy or insolvency,
receivership,  agreement  or  composition  or  assignment  for  the  benefit  of
creditors  (that is not  dismissed  within  ninety  days,  provided  that Tenant
continues  to pay its  rental  obligations  when  due),  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, the Landlord
may,

                                       15
<PAGE>

if the Landlord so elects, 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, five days notice in writing,  of the Landlord's  intention to do so.
Upon the giving of such notice,  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;  and the Landlord shall have the right to
remove, either by force or otherwise,  all persons, goods, fixtures and chattels
therefrom, without liability for damages.

     26. REMOVAL OF TENANT'S PROPERTY:

     Any equipment, fixtures, goods or other property of the Tenant, not removed
by the Tenant upon termination of this Lease, or upon any quitting,  vacating or
abandonment of the Leased Premises by the Tenant, or upon the Tenant's eviction,
shall be considered as abandoned  within ten (10) days after Tenant's  quitting,
vacating or abandonment  of the Leased  Premises and the Landlord shall have the
right,  without any notice to the Tenant,  to sell or  otherwise  dispose of the
same, at the expense of the Tenant, and Landlord shall not be accountable to the
Tenant for any part of the  proceeds  of such sale,  if any.

     27. TERMINATION OF LEASE:

     In the event that this Lease is terminated  due to a default by Tenant,  or
pursuant to any  provision of this Lease,  including  but not limited to eminent
domain,  fire or  other  casualty,  or upon the  expiration  of the term of this
Lease, the following provisions shall apply:

     a. The requirements upon either party and rights and remedies  available to
either party set forth in this Lease,  which are by their nature  prospective in
operation and effect,  shall survive any termination or other  expiration of the
term of this Lease, even in the presence of a judgment or agreement  terminating
this Lease, except to the extent that any such judgment or termination agreement
specifically provides to the contrary.

     b. Any  amounts  due for Base  Rent and  additional  rent  shall be due and
payable to the Landlord, upon demand, regardless of the entry of any judgment or
the existence of any agreement  between the parties which terminates this Lease,
unless  such  judgment or  termination  agreement  specifically  provides to the
contrary.

     c. In the event that  Landlord  elects to store any property of the Tenant,
Tenant shall be  responsible  for all storage  charges  incurred,  which charges
shall be deemed  additional  rent,  and  payment  of same  shall be a  condition
precedent to the release of Tenant's property to Tenant.

     28. RESPONSIBILITY FOR DAMAGE:

     a. In case of the  destruction  or  damage  of any kind  whatsoever  to the
Leased  Premises,  the glass in the  Leased  Premises,  or any other part of the
Property, which is caused by the carelessness, negligence or improper conduct on
the part of the Tenant or the Tenant's  agents,  employees,  guests,  licensees,
invitees, subtenants,  assignees or successors, the Tenant shall repair the said
damage or replace or restore any destroyed  parts of the Leased  Premises or the
Property as speedily as possible, at the Tenant's own cost and expense.

     b. The  Landlord  shall not be liable for any damage or injury which may be
sustained by the Tenant or any other person,  as a  consequence  of the failure,
breakage,  leakage or obstruction of the water, plumbing, steam, sewer, waste or
soil pipes, roof, drains, leaders, gutters,  valleys,  downspouts or the like or
of  the  electrical,  gas,  power,  conveyor,   refrigeration,   sprinkler,  air
conditioning or heating systems,  elevators or hoisting equipment resulting from
the carelessness, negligence or improper conduct on the part of any other tenant
or this Tenant's or any other tenant's agents, employees,

                                       16
<PAGE>

guests,   licensees,   invitees,   subtenants,   assignees  or  successors;   or
attributable  to  any  interference  with,  interruption  of or  failure  of any
services to be furnished or supplied by the Landlord;  provided that Landlord is
not in breach of any express  warranty  identified  in Section 11  (Repairs  and
Care),  and has timely honored its obligations to maintain and replace set forth
therein.

     29. NON-LIABILITY OF LANDLORD:

     a. Except for willful  misconduct  or gross  negligence  of Landlord or its
employees or agents,  Tenant waives all claims  against  Landlord and its agents
and employees for injury to persons, damage to property or to any other interest
of Tenant  sustained by Tenant or any person claiming  through Tenant  resulting
from any  occurrence in or upon the Leased  Premises or the Property,  including
but not limited to such claims for damages  resulting from: (a) any equipment or
appurtenances  becoming out of repair;  (b) the Leased  Premises or the Property
being out of repair;  (c) injury or damage done or  occasioned  by wind,  water,
flooding,  freezing,  fire,  explosion,  earthquake,  excessive  heat  or  cold,
vandalism,  riot or  disorder,  or other  casualty;  (d) any  defect in  stairs,
railings or walls; (e) broken glass; (f) water, snow or ice being upon or coming
through the roof, skylight,  trap door, stairs, walks or any other place upon or
near the Leased  Premises  or the  Property;  (g) the  failing  of any  fixture,
plaster  or stucco;  or (h) any act,  omission  or  condition  mentioned  in the
Section of this Lease entitled "Responsibility for Damage".

     b. This Lease and the  obligation  of the Tenant to pay the rent  hereunder
and to comply with the covenants and conditions  hereof,  shall not be affected,
curtailed, impaired or excused because of the Landlord's inability to supply any
service or material called for herein, by reason of any rule, order,  regulation
or preemption  by any  governmental  entity,  authority,  department,  agency or
subdivision,  or for any delay which may arise by reason of negotiations for the
adjustment  of any fire or other  casualty  loss, or because of strikes or other
labor  trouble,  or for any cause beyond the control of the Landlord,  except as
expressly set forth in this Lease.

     c. In the event that Landlord is liable to Tenant for any personal  injury,
property  damage,  or damage to any other  interest  of Tenant  pursuant  to the
provisions  of this  paragraph  or to any other  provision  of this  Lease,  the
Landlord's total liability, over and above any insurance proceeds available from
Landlord's insurance policies,  shall be limited to the lesser of the Landlord's
equity interest in the Property.

     30. THIRD PARTY BENEFICIARY:

     Nothing contained in this Lease shall be construed so as to confer upon any
other  party the  rights of a third  party  beneficiary,  except  for the rights
contained herein for the benefit of a mortgagee.

     31. ATTORNEY'S FEES:

     a. In the event,  in order to collect rent and/or any expense  described as
additional  rent,  and/or to  regain  possession  of the  Leased  Premises,  the
Landlord files a tenancy  complaint against the Tenant, an attorney's fee charge
of $250.00  plus  actual  costs,  shall be due and  payable by the Tenant to the
Landlord as additional rent on the date that the complaint was filed, unless the
Landlord does not prevail in such suit. In the event that it is necessary for an
attorney  to  appear  in court on  behalf  of the  Landlord  as a result  of the
complaint  being  filed,  the  Tenant  agrees  to pay  as  additional  rent  the
additional  sum of $500.00 for the first court  appearance,  and the  Landlord's
reasonable  attorney's fees for each subsequent court  appearance,  but not less
than $500.00 per subsequent appearance,  provided that Landlord prevails in such
suit. All additional rent shall be payable as a condition precedent to dismissal
of any such action.  "Prevailing"  in this context means that the Landlord had a
legitimate basis for causing the complaint to be filed in the first

                                       17
<PAGE>

place,  if there is no  judicial  determination  thereof  because the matters in
difference were settled with a payment or other performance rendered to Landlord
substantially conforming to Landlord's claim either before a court appearance or
at the time the matter was scheduled for trial.

     b. In any event, the prevailing party in any action to enforce or interpret
this Lease shall be entitled to recover its attorneys' charges.

     32. INDEMNIFICATION OF LANDLORD:

     Tenant  agrees to  indemnify,  defend and hold  harmless  Landlord  and its
agents and employees, from and against all claims, liabilities, losses, damages,
and  expenses  for  injury  to or death of any  person,  or loss of or damage to
property in or upon the Leased Premises and including the person and property of
Tenant,  its employees,  agents,  invitees,  licensees or others  (collectively,
"Loss"),  it being  understood  and agreed  that all  property  kept,  stored or
maintained  in or upon the Leased  Premises or on the  Property  shall be at the
risk of Tenant;  except to the extent that such Loss is occasioned by Landlord's
(including its agents and employees) willful  misconduct,  gross negligence,  or
breach of this Lease.  The foregoing  indemnity shall be in addition to Tenant's
obligations  to supply the  insurance  as  required  by this  Lease,  and not in
discharge of or substitution for same.

     33. REIMBURSEMENT OF LANDLORD:

     If the  Tenant  shall  fail or  refuse  to  comply  with  and  perform  any
conditions and covenants of the within Lease,  the Landlord may, if the Landlord
so elects, carry out and perform such conditions and covenants,  at the cost and
expense of the Tenant,  and the said costs and expenses  with  interest  thereon
from the date of expenditure at the rate of twelve (12%) percent per annum shall
be payable by Tenant to Landlord as  additional  rent upon  demand.  This remedy
shall be in addition to such other  remedies as the Landlord may have  hereunder
by reason of the breach by the  Tenant of any of the  covenants  and  conditions
contained in this Lease.

     34. JOINT AND SEVERAL LIABILITY:

     If two or more  individuals,  corporations,  partnerships or other business
associations  (or any  combination of two or more thereof) shall sign this Lease
as Tenant,  the liability of each such individual,  corporation,  partnership or
other  business  association  to pay  rent and  perform  all  other  obligations
hereunder shall be deemed to be joint and several, and all notices, payments and
agreements  given  or  made  by,  with  or  to  any  one  of  such  individuals,
corporations,  partnerships  or other business  associations  shall be deemed to
have been given or made by, with or to all of them.  In like  manner,  if Tenant
shall be a partnership or other business association,  the members of which are,
by virtue of  statute  or  federal  law,  subject  to  personal  liability,  the
liability  of each  such  member  shall  be  joint  and  several.

     35. RULES AND REGULATIONS:

     The Tenant shall comply and cause its  employees,  agents,  and invitees to
comply with all rules and regulations adopted by the Landlord in connection with
the use of the Leased  Premises and the Common Areas of the Property.  A copy of
the Landlord's  current rules and regulations are annexed hereto, and the Tenant
shall  also  comply  with all  supplements  and  amendments  thereto  which  are
hereafter  adopted by the Landlord.  All rules and  regulations  and supplements
thereto  which the  Landlord  may adopt shall be in writing,  and a copy thereof
shall be delivered to the Tenant. If the Tenant shall fail to cure any violation
of these  rules and  regulations  within  five (5)  business  days of receipt of
written  notice of any such violation by the Tenant,  its  employees,  agents or
invitees, such failure shall constitute a default under this Lease.


                                       18
<PAGE>


     36. INSURANCE:

     a. The Landlord  shall obtain and keep in full force and effect  during the
term  hereof and all  renewals  and  extensions,  a business  owners'  policy of
insurance with "all risk" coverage on all of the Landlord's  improvements on the
Property, including the Tenant Improvements pursuant to Exhibit B, and including
but not limited to standard fire and extended coverage  insurance with vandalism
and malicious mischief endorsements on all of the Landlord's improvements to the
extent of their full  replacement  value.  Within  fifteen  (15) days of written
request,  Landlord shall provide to Tenant proof of this insurance coverage. The
Landlord's  failure to obtain or maintain the  insurance  coverages  required by
this paragraph shall be an event of default, and the Tenant shall be entitled to
pursue any and all remedies available to it under the terms of this Lease and/or
otherwise provided by law.

     b. The Tenant,  at Tenant's own expense and cost,  shall obtain and keep in
full force and effect for the benefit of the Landlord during the term hereof and
all renewals and extensions,  general public liability  insurance,  insuring the
Tenant and Landlord against any and all liability or claims of liability arising
out of, occasioned by, or resulting from any accident or occurrence.  The limits
of liability coverage shall not be less than $5,000,000.00 combined single limit
for personal  injury and property damage arising out of a single  incident.  The
Tenant  shall  also  carry  "all  risk"  coverage  on all of  Tenant's  personal
property,  including  but not limited to  standard  fire and  extended  coverage
insurance  with  vandalism and  malicious  mischief  endorsements  on all of the
Tenant's Alterations to the extent of their full replacement value. The policies
or  certificates  of  insurance  shall be delivered  to Landlord  together  with
evidence of premium  payment then due and an endorsement  naming the Landlord as
an "Additional Insured",  not less than fifteen (15) days prior the commencement
of the term hereof. New insurance policies or certificates,  naming the Landlord
an "Additional Insured", and paid receipts for premium payment then due shall be
submitted to the Landlord  annually  throughout the term hereof and any renewals
or  extension  of this Lease.  The  Tenant's  failure to obtain or maintain  the
insurance coverages required by this paragraph shall be an event of default, and
the Landlord  shall be entitled to pursue any and all  remedies  available to it
under the terms of this Lease and/or otherwise provided by law.

     c. Landlord and Tenant waive all rights of recovery  against each other for
any loss, damages, or injury of any nature whatsoever to property or persons for
which the waiving party is required to be and is actually insured.  In addition,
during the term of this  tenancy,  Landlord  and Tenant  shall each  maintain in
effect in each  insurance  policy  required  under this  Lease  that  relates to
property  damage,  a waiver of  subrogation in favor of the other party from its
then-current  insurance  carriers,  and shall upon written  request of the other
party  furnish  evidence of such  currently  effective  waiver which shall be in
customary form.

     37. NOTICES:

     All  notices  required  under  the  terms  of this  Lease  shall be sent by
personal delivery, overnight courier (e.g., Federal Express), or by mailing such
notices by  certified or  registered  mail,  return  receipt  requested,  to the
Landlord  at the address  shown at the head of this Lease,  and to Tenant at the
Leased Premises and to 960 Atlantic Avenue, Alameda, CA 94501, Attention CFO, or
to such other  addresses of the Landlord or Tenant as may be  designated by them
in writing, which notice of change shall be given in the same manner.  Facsimile
machine  transmission  of  notices  is not deemed  adequate  notice or  service.
Notices sent by personal  delivery shall be effective upon actual receipt at the
address of the addressee.  Notices sent by overnight  courier shall be effective
as of the date deposited with the courier service for next day delivery. Notices
sent by certified

                                       19
<PAGE>

mail or  registered  mail shall be effective as of the date  deposited  with and
postmarked by the U.S. Postal Service,  properly addressed, with postage thereon
prepaid.

     38. SEVERABILITY:

     The terms,  conditions,  covenants  and  provisions  of this Lease shall be
deemed to be severable.  If any clause or provision  herein  contained  shall be
adjudged to be invalid or unenforceable by a court of competent  jurisdiction or
by  operation  of any  applicable  law, it shall not affect the  validity of any
other clause or provision  herein,  but such other clauses or  provisions  shall
remain in full force and effect.

     39. CONFORMITY WITH LAWS AND REGULATIONS:

     a. The  Landlord  may pursue  the relief or remedy  sought in any clause or
section of this Lease  which is deemed  invalid by law, by  conforming  the said
clause  with  the  provisions  of  the  statutes  or  the   regulations  of  any
governmental agency or with common law in such case made and provided, as if the
particular provisions of the applicable statutes, regulations or common law were
set forth herein at length.

     b. This Lease and the rights and obligations of the parties hereunder shall
be  construed  in  accordance  with  the  laws of the  State  of New  Jersey.

     40. NON-WAIVER BY LANDLORD:

     The  various  rights,  remedies,  options  and  elections  of the  Landlord
expressed  herein are  cumulative,  and the  failure of the  Landlord to enforce
strict  performance by the Tenant of the conditions and covenants of this Lease,
or to  exercise  any  election or option,  or to resort or have  recourse to any
remedy herein conferred, or the acceptance by the Landlord of any installment of
rent after any breach by the Tenant, in any one or more instances,  shall not be
construed  or deemed to be a waiver or a  relinquishment  for the  future by the
Landlord of any such conditions and covenants,  options,  elections or remedies,
but the same shall continue in full force and effect.

     41. TENANT NOT IN MILITARY:

     Tenant  represents  that  he/she/they are not in the military  service.  If
Tenant,  or any one of them, joins any branch of the military service during the
term of this Lease,  or  renewals  or  extensions  hereof,  Landlord  will be so
notified by Tenant in writing. Absent such notice, Landlord shall be entitled to
rely on this representation of Tenant in executing any Affidavit of Non Military
Service.

     42. CORPORATE TENANTS:

     In the event Tenant is a corporation,  the persons  executing this Lease on
behalf of Tenant hereby covenant and warrant that:  Tenant is a duly constituted
corporation qualified to do business in the State of New Jersey; all of Tenant's
franchise and corporate taxes have been paid to date; all future forms, reports,
fees and other  documents  necessary for Tenant to comply with  applicable  laws
will be filed by Tenant when due;  and such persons are duly  authorized  by the
board of  directors  of such  corporation  to execute and deliver  this Lease on
behalf of the corporation.

     43. BROKERS:

     Landlord and Tenant represent that each has dealt with no broker,  agent or
finder in  connection  with this  Lease  other  than  Steven  Blitzer of Blitzer
Rosenblum Realty Group,  Inc.  Landlord shall be responsible for all commissions
due to Blitzer Rosenblum  arising out of this Lease.  Landlord and Tenant agrees
to  indemnify  and hold each  other  harmless  (i) from and  against  claims for
commissions or finders fees made by any other

                                       20
<PAGE>

broker,  agent and/or finder based on their  respective acts with respect to the
leasing  transaction  contemplated  hereby,  and (ii) for all costs and expenses
including reasonable attorney's fees, plus interest pursuant to New Jersey Court
Rule  4:42-11(a),  incurred with respect to any such claims arising out of their
respective acts.

     44. NUMBER AND GENDER:

     In all references herein to any parties, persons, entities or corporations,
the use of any particular gender or the plural or singular number is intended to
include the  appropriate  gender or number as the text of the within  instrument
may require.

     45. BINDING EFFECT:

     All of the terms,  covenants and conditions  herein  contained shall be for
and shall inure to the benefit of and shall bind the respective  parties hereto,
and their heirs, executors,  administrators,  personal or legal representatives,
successors and assigns.

     46. WAIVER OF JURY TRIAL:

     Landlord and Tenant hereby  mutually  waive any and all rights which either
may have to  request a jury trial in any  proceeding  at law or in equity in any
court of competent jurisdiction.

     47. CAPTIONS AND HEADINGS:

     The Section captions and headings are for convenience of reference only and
in no way shall be used to construe or modify the  provisions  set forth in this
Lease.

     48. HOLDOVER TENANCY:

     a. If  Tenant  remains  in  possession  of the  Leased  Premises  after the
expiration  or other  termination  of the term of this  Lease,  Tenant's  rental
obligations  shall  increase to an amount  equal to double the monthly Base Rent
and double the Tenant's  monthly payment toward common  charges.  This increased
rent shall continue together with all the other terms of this Lease, without the
requirement  for demand  therefor by  Landlord  to Tenant or Landlord  demanding
delivery of possession of the Leased Premises. Such holdover tenancy may only be
terminated  by either  (i)  Landlord  giving to Tenant  thirty  (30) days  prior
written notice or (ii) Tenant giving to Landlord, at least sixty (60) days prior
to the intended  date of  termination,  a written  notice of Tenant's  intent to
terminate such tenancy.  The termination  date chosen by Tenant or Landlord must
be as of the end of a calendar month. This new rental arrangement shall continue
until this  tenancy is  properly  terminated  and Tenant  actually  vacates  and
surrenders possession of the Leased Premises to Landlord.

     b. Nothing in the foregoing  paragraph shall abrogate  Landlord's  right to
remove the Tenant  pursuant to a Judgment for Possession and Warrant for Removal
issued by the Special Civil Part of the Superior Court of New Jersey.

     49. PAYMENT OF ADDITIONAL RENT:

     All sums due to Landlord  from Tenant  pursuant  to any  provision  of this
Lease,  shall  be  deemed  additional  rent,  whether  or  not  specifically  so
designated  herein. All additional rent payments shall be made by Tenant without
setoff or  deduction.  Such payment  shall be made by Tenant  within thirty (30)
days of demand, unless any specific provision of this Lease provides a different
time period for payment of a certain type of charge,  in which case the specific
provision shall control.

     50. RECORDING:

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<PAGE>


     Tenant  shall not record this Lease or any  memorandum  hereof  without the
prior written consent of Landlord.

     51. TITLE AND QUIET ENJOYMENT:

     The Landlord  covenants  and  represents  that Landlord is the owner of the
Property of which the Leased Premises are a part, and Landlord has the right and
authority  to enter  into,  execute and deliver  this  Lease.  Landlord  further
covenants and agrees that the Tenant,  upon 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 hereof.

     52. WAIVER:

     The  waiver by  Landlord  of its right to  enforce  any term,  covenant  or
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant or condition  or any  subsequent  enforcement  of the same or any other
term, covenant or condition herein contained.  The subsequent acceptance of rent
hereunder by Landlord  shall not be deemed to be a waiver of any prior breach by
Tenant of any term,  covenant or condition of this Lease, other than the failure
of  Tenant  to pay the  particular  Base Rent or  additional  rent so  accepted,
regardless  of  Landlord's  knowledge  of  such  prior  breach  at the  time  of
acceptance of such rent.  No covenant,  term or condition of this Lease shall be
deemed to have been  waived by  Landlord  or  Tenant  unless  such  waiver is in
writing and signed by Landlord or Tenant.

     53. HOURS OF OPERATION:

     Tenant shall have access to the Leased  Premises  during all hours and days
of the term,  subject to  Landlord's  right to make  repairs  and other  express
provisions of this Lease.

     54. NO FIRE SALES:

     No  auction,  fire or  bankruptcy  sales  may be  conducted  in the  Leased
Premises without the prior written consent of Landlord.

     55. ADJACENT BUILDING UPGRADE:

     Within approximately six (6) months after Building B is completed,  weather
permitting, Landlord will upgrade the exterior of the existing Grosso Building.

     56. SUBMISSION NOT AN OPTION:

     The submission of this Lease for examination  does not constitute an option
or offer to lease the Leased Premises described herein. This Lease shall have no
binding  effect on the parties  unless and until it is executed by both Landlord
and Tenant, and a fully executed copy is delivered to both parties.

     57. ENTIRE CONTRACT:

     This  Lease  contains  the  entire   contract   between  the  parties.   No
representative,  agent or employee of the Landlord has been  authorized  to make
any representations or promises with reference to the within letting or to vary,
alter or modify  the terms  hereof.  No  additions,  changes  or  modifications,
renewals or extensions  hereof,  shall be binding  unless reduced to writing and
signed by the Landlord and the Tenant.

                                       22
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have hereunto set their hands and
seals, or caused this Lease to be signed by their proper corporate  officers and
their proper  corporate  seal to be hereto  affixed,  as of the date first above
written.  By  signing  below the Tenant  acknowledges  receipt of a copy of this
Lease,  and  agrees to be bound by all terms and  conditions  contained  in this
Lease, and in the attached Rules and Regulations.

WITNESS:                               Toubin Realty II, LLC, Landlord


//Shari Blinn//                        BY: //Jerome Toubin//
-----------------------------              -------------------------------
                                           Jerome Toubin, Managing Member


                                       Geoworks, Inc., Tenant

//Steve Hugh//                         By: //David Pepe//
-----------------------------              -------------------------------
                                           David Pepe, Vice President


                                       23
<PAGE>

RULES AND REGULATIONS

     1. Landlord may at any time close any Common Areas to effect  construction,
repairs,  alterations,  additions or changes thereto, and may do such other acts
in and to the Common  Areas as in its  judgment may be desirable or necessary to
improve the utility thereof,  provided that Tenant is given reasonable notice of
such  work and the work is  conducted  in a  reasonable  manner  that  minimizes
inconvenience to Tenant.

     2.  The  Common  Areas  shall be used by  Tenant,  its  agents,  employees,
customers and invitees, in common with agents, employees, customers and invitees
of  Landlord  and  parties  to whom the right to use the  Common  Areas has been
granted by the Landlord, including the other tenants from time to time.

     3.  Tenant's  right  to use the  Common  Areas  shall  terminate  upon  the
termination of this Lease by lapse of time or otherwise.

     4. Tenant shall not make any use of the Common Areas which shall  interfere
in any way with the use of the Common Areas by others.

     5.  Tenant's  use of all  Common  Areas  shall be  subject to the rules and
regulations  set forth  herein and from time to time  approved  by the  Landlord
pursuant to the provisions of the Tenant's Lease.

     6. No awning or other  projections  shall be attached to the exterior walls
of the Leased Premises or the building of which they form a part.

     7. No radio or television or other similar  device shall be installed,  and
no aerial shall be erected on the roof, on exterior walls of the Leased Premises
or the building,  or on the grounds,  without in each instance  having  obtained
Landlord`s prior written consent. Any such device or aerial so installed without
such prior  written  consent shall be subject to removal  without  notice at any
time.

     8. No loudspeakers,  television sets, phonographs,  radios or other devices
shall  be used in a  manner  so as to be heard  or seen  outside  of the  Leased
Premises without the prior written consent of Landlord.

     9. Tenant  shall set the  applicable  thermostats  so as to keep the Leased
Premises  at a  temperature  sufficiently  high to prevent  freezing of water in
pipes and fixtures.

     10. Tenant shall not make or permit any noise or odor which  Landlord deems
objectionable  to emanate  from the Leased  Premises and no person shall use the
Leased Premises as sleeping quarters, sleeping apartments or lodging rooms.

     11.  Tenant shall  obtain all permits or licenses  necessary to conduct its
business.

     12. Tenant shall not make noises,  cause  disturbances or vibrations or use
or operate any electrical or electronic devices or other devices that emit sound
or other waves or  disturbances,  or create odors, any of which may be offensive
to other tenants or occupants of the Property or that would  interfere  with the
operation  of any device or  equipment or radio or  television  broadcasting  or
reception from or within the Property or elsewhere.

     13. The plumbing  apparatus  shall not be used for any other  purposes than
those for which they were constructed,  nor shall any sweepings,  rubbish, rags,
or any other improper articles be thrown into same.


                                       24
<PAGE>

     14. Tenant and Tenant's agents,  employees and business  invitees shall not
smoke any type of  tobacco  products  in the Leased  Premises,  or in any of the
buildings on the Property.

     15. Tenant and Tenant's agents,  employees and business  invitees shall not
bring any pets or any animals of any kind into the Leased Premises,  or anywhere
else on the Property, at any time, except for seeing eye dogs.

     16. Tenant must, upon  termination of its tenancy,  return all keys for the
Leased Premises and  appurtenances,  or pay for same.  Tenant shall not, without
the  consent of the  Landlord,  put a new lock or change the locks on the Leased
Premises' entrances.  In the event that the Landlord consents to a change in the
locks, the Tenant shall provide the Landlord with a complete set of keys for the
new or changed locks.

     17. The Tenant shall give immediate  notice to the Landlord of any incident
or injury to the Leased Premises,  including damage to water pipes, gas pipes or
any other fixtures in the building.

     18. The Tenant  shall  promptly  report to the Landlord the presence of any
insects or vermin in or around the Property. If such infestation is attributable
to Tenant, Tenant shall promptly arrange for the necessary extermination and the
repair of any  damage  caused by the  infestation.  If Tenant  did not cause the
infestation,  the Tenant  shall  cooperate  with the  Landlord in  admitting  an
exterminator  of the Landlord's  choosing for the purpose of  exterminating  any
infestations that are found.

     19. By signing below,  the Tenant  acknowledges  receipt of a copy of these
rules and  regulations,  and it  agrees to be bound by all terms and  conditions
contained  herein,  and  in  the  Lease  Agreement  to  which  these  rules  and
regulations are attached.

                                              Geoworks, Inc.


                                              By:
                                                 ----------------------------
                                                 David Pepe, Vice President


                                       25
<PAGE>

                                    EXHIBIT B

The  "Construction  Specifications"  that were  prepared  by  Mancini  Duffy for
Geoworks' tenancy at the Renaissance  Center Building 2, Old Bridge, New Jersey,
Mancini Duffy's Project Number ZL 1586-011, are described as follows:

Architectural Drawings by Mancini Duffy: revision 2 of July 8, 2000

     Cover Sheet
     2A0.1
     2A0.2
     2A1.1 through 1.6

Engineering Drawings by Van Praet & Weisgerber, Consulting Engineers:  revision
2 of July 8, 2000

     2H1.1,2.1,3.1,4.1,4.2
     2P1.1,1.2
     2E1.2,2.2,3.2,4.2


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