Exhibit 10.3
                                                               ------------
















                                      LEASE


                                     between


                       WASHINGTON PLAZA ASSOCIATES, L.P.,

                                   "Landlord"


                                       and


                                MICROFRAME, INC.,

                                    "Tenant"




                                February 18, 1999

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            LEASE, dated February 18, 1999, between WASHINGTON PLAZA ASSOCIATES,
L.P., a New Jersey limited partnership, having an office c/o Lincoln Equities
Group, 301 Route 17 North, 9th Floor, Rutherford, New Jersey 07070 (herein
called "LANDLORD") and MICROFRAME, INC., a New Jersey corporation, having an
office at 21 Meridian Road, Edison, New Jersey 08820 (herein called "TENANT").


                              W I T N E S S E T H:

            Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the Premises (as hereinafter defined), for the Term (as hereinafter
defined), at the Rent (as hereinafter defined) and otherwise upon, subject to
and in accordance with the following terms and conditions of this Lease.

            In respect thereof, Landlord and Tenant hereby agree as follows:

                      ARTICLE 1 BUILDING, PREMISES AND TERM

1.1         Building.

            The building in which the Premises are located (herein called the
"BUILDING") is located on the land (herein called the "LAND") described in
Exhibit A attached hereto and made a part hereof, and the Building, together
with the Land, is known as Washington Plaza, having a street address of 1551
South Washington Avenue, Piscataway, New Jersey.

1.2         Premises

            The premises demised by this Lease (herein called the "PREMISES")
are located on and comprise a portion of the first (1st) floor of the Building,
substantially as shown hatched on the floor plan attached hereto as Exhibit B
and made a part hereof. For purposes of this Lease, the Premises shall be
conclusively deemed to consist of 26,247 rentable square feet.

1.3         Term.

            1.3.1 The term of this Lease (herein called the "Term") shall
commence on the Commencement Date (as hereinafter defined in Section 1.3.2
hereof), and shall end at 11:59 p.m. on the last day of the month in which
occurs the tenth (10th) anniversary of the day immediately preceding the
Commencement Date (herein called "Expiration Date"), or on such earlier date
upon which the term of this Lease shall expire or be cancelled or terminated
pursuant to any of the conditions or covenants of this Lease or pursuant to law.

            1.3.2 The "COMMENCEMENT DATE", subject to the following provisions
of this Section 1.3.2, shall be the earliest of (a) the date that Tenant shall
have commenced occupancy of the Premises for the conduct of its usual business
or (b) five (5) days after the date that Landlord shall have (1) substantially
completed the Initial Tenant Work (as hereinafter defined in Section 1.5


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hereof), and (2) If required for the lawful occupancy of the Premises, obtained
a certificate of occupancy or other license or permit, if any, required by law
to permit the Premises to be used for office purposes. Notwithstanding the
foregoing, if Landlord is delayed causing the Commencement Date to occur by
reason of delays caused or occasioned by Tenant (herein called "Tenant Delays"),
then, in addition to any other rights or remedies that Landlord may have on
account thereof, the "Commencement Date" shall be deemed to be the date Landlord
would have caused the Commencement Date to occur absent such Tenant Delays.
Landlord and Tenant hereby acknowledge that the Commencement Date is
indeterminate and shall occur only as provided in this Section 1.3.2. Landlord
and Tenant, promptly after the occurrence of the Commencement Date, shall
execute, acknowledge and deliver to each other an instrument in form reasonably
satisfactory to Landlord and Tenant confirming the Commencement Date; but
neither Tenant's nor Landlord's failure to execute, acknowledge and deliver such
instrument shall affect the occurrence of the Commencement Date or otherwise
affect the validity of this Lease.

1.4         Delivery and Accepttance of Premises.

            Tenant has heretofore inspected the Premises, is fully familiar with
the condition thereof and, subject only to the substantial completion of the
Initial Tenant Work pursuant to the provisions of Section 1.5 below and to
latent defects, shall accept the Premises on the Commencement Date in their "AS
IS" condition.

1.5         Initial Tenant Work.

            Landlord, subject to, upon and in accordance with the following
provisions of this Section shall, at Landlord's sole cost and expense, perform
the work needed to prepare the Premises for Tenant's initial occupancy thereof
(such work being herein called the "INITIAL TENANT WORK"):

            1.5.1 Landlord and Tenant have approved Space Plan SP-IC for the
Initial Tenant Work prepared by BFI, dated December 3, 1998, revised December 9,
1998 (the "PRELIMINARY PLAN"), and the Design Spec Package relating to the
Preliminary Plan a copy of which is attached to and made a part of this Lease as
Exhibit B-1 (the "SPECIFICATIONS"). Promptly after the execution of this Lease
by Landlord and Tenant, Landlord, at Landlord's sole cost and expense, shall
cause to be prepared a complete and coordinated set of working, finished and
detailed construction drawings and specifications for the Initial Tenant Work
(such drawings and specifications are herein called the "INITIAL TENANT WORK
PLANS"), which Initial Tenant Work Plans shall be prepared in conformity with
the Preliminary Plan and the Specifications.

            1.5.2 Landlord represents that the Premises, after Landlord
substantially completes the Initial Tenant Work, shall be in compliance with the
Americans with Disabilities Act of 1990 (the "ADA"), and all other Legal
Requirements (as defined in Article 13 hereof) applicable to the use of the
Premises as general office space, as of the Commencement Date (except for
conditions created by Tenant in installing its furniture, fixtures and
equipment). With respect to any alterations or improvements that Tenant makes to
the interior of the Premises (or which are made on Tenant's

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behalf), other than the Initial Tenant Work, regardless of whether Tenant has
obtained Landlord's consent to such alterations or improvements, Tenant shall be
fully responsible for complying with and paying any costs associated with any
and all requirements of the ADA. In addition, if any alterations are required to
be made to the Premises due to changes in or regulations under the ADA or
judicial interpretations of the requirements of the ADA coming into existence
following the Commencement Date, or due to changes in Tenant's use of the
Premises or in the nature of Tenant's conduct of its business in the Premises
(including but not limited to any changes in use or business conduct arising out
of a sublease or assignment, or resulting in the Premises being deemed a "PLACE
OF PUBLIC ACCOMMODATION" under the ADA), Tenant shall be fully responsible for
complying with and paying any costs associated with any and all requirements of
the ADA arising in connection therewith. If the need for Alterations required by
the ADA arises for any other reason, Landlord shall be fully responsible for
complying with and paying any costs associated with any and all requirements of
the ADA arising in connection therewith.

            1.5.3 Landlord, promptly after completion of the Initial Tenant Work
Plans, shall apply to and secure from the appropriate Governmental Authorities
(as defined in Article 13 hereof any building permit(s) or license(s) which
shall be required in connection with Landlord's performance of the Initial
Tenant Work.

            1.5.4 Landlord, promptly after the date on which any required
building permit(s) or license(s) are issued, or if no building permit or license
is required, the date on which the Initial Tenant Work Plans have been
completed, shall commence to perform the Initial Tenant Work, and thereafter
diligently prosecute the Initial Tenant Work to completion. Landlord shall
perform the Initial Tenant Work in accordance with the approved Initial Tenant
Work Plans, in compliance with all Legal Requirements, in accordance with
Building standard specifications, and otherwise in a good and workmanlike
manner. In performing the Initial Tenant Work, Landlord shall use Building
standard materials unless otherwise specifically provided in the Initial Tenant
Work Plans or otherwise agreed to in writing by Landlord and Tenant.

            1.5.5 Landlord, at Landlord's sole cost and expense, shall arrange
for any inspections, and shall apply for and obtain any certificate of
occupancy, permit, license or similar document required by any Governmental
Authority for the occupancy of the Premises for general office purposes.

            1.5.6 The Initial Tenant Work shall be deemed to be "SUBSTANTIALLY
COMPLETED" even though minor details or adjustments of or in such work (herein
called " PUNCHLIST ITEMS ") are not then completed. Tenant, within thirty (30)
days after the Commencement Date, shall prepare, and deliver to Landlord, a list
(herein called the "PUNCHLIST") of all punchlist items with respect to the
Initial Tenant Work; any punchlist items (other than latent defects) not timely
and properly included on the Punchlist shall be deemed waived by Tenant.
Landlord shall, at its sole cost and expense, complete or correct all Punchlist
items timely and properly included on the Punchlist, within thirty (30) days of
the delivery of the Punchlist to Landlord (or if such completion or correction
work cannot with due diligence be completed or corrected within thirty (30)
days, then within a reasonable period of time thereafter, provided that Landlord
is prosecuting such work diligently); provided,

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however, that in no event shall Landlord be obligated to repair any damage to
any of the Initial Tenant Work that was caused by Tenant or any Tenant Parties
(as defined in Article 13 hereof). In completing and/or correcting punchlist
items, Landlord shall use commercially reasonable efforts to minimize disruption
of Tenant's business operations in the Premises.

            1.5.7 Subject, to Landlord's completion and/or correction of the
punchlist items timely and properly included on the Punchlist (or, if latent
defects, after Tenant's discovery and reporting thereof to Landlord), Tenant's
occupancy of the Premises for the conduct of its usual business shall be deemed
Tenant's acceptance of the Premises and Tenant's agreement that Landlord has
substantially completed the Initial Tenant Work and that the Commencement Date
has occurred.

            1.5.8 Tenant's employees, agents and contractors shall be permitted
entry to the Premises on or before the Commencement Date at all reasonable times
designated by Landlord provided such persons shall be accompanied by a
representative of Landlord. Landlord agrees to have such representative
available to accompany such representative(s) of Tenant during all reasonable
times designated by Landlord for entry to the Building and the Premises.
Tenant's access to the Premises shall be for the purposes of inspecting the
progress of the Initial Tenant Work as well as for installation/performance of
Tenant's telecommunications, data systems/hardware, Tenant installed internal
security systems, furniture and graphics/plans, provided that such inspections
and/or installations shall not unreasonably interfere with construction of the
improvements by Landlord. Any delays in completion of the Initial Tenant Work
caused by Tenant's activities permitted under this Section 1.5.8 shall
constitute Tenant Delays. In addition, with the prior written consent of
Landlord which will not be unreasonably withheld, conditioned or delayed, Tenant
shall be entitled to have any other vendors authorized by Tenant to enter and
work in the Premises provided that such vendors and their work shall not
unreasonably interfere with the construction by Landlord of the improvements
required to be performed by Landlord hereunder. In preparing the Premises,
Landlord shall make available to Tenant, its agents, employees, contractors and
approved vendors, reasonable quantities of Building services necessary for the
installations and work described herein so long as such does not unreasonably
interfere with Landlord's construction of the Premises or Building. Tenant's
access to and use of the Premises pursuant to the terms of this paragraph shall
be expressly subject to all terms of this Lease except Tenant's obligation to
pay Rent, specifically including but not limited to the provisions of Article 5
of this Lease.

            1.5.9 In the event the Initial Tenant Work has not been
substantially completed by July 3 1, 1999 (as extended by any period of delay
attributable to Tenant Delays), then Tenant shall receive a credit against Fixed
Rent in an amount equal to the product of (i) the number of days from such date
(as so extended) through the date of such substantial completion times (ii) (a)
for the first (1st) fifteen (15) days after such date, $1,402.24, and (b) for
all days beyond such first (1st) fifteen (15) days after such date, $2,804.48.
In the event the Initial Tenant Work has not been substantially completed by
October 31, 1999 (as extended by any period of delay attributable to Tenant
Delays), then Tenant shall be entitled to terminate this Lease by delivery to
Landlord, prior to the date of such substantial completion, of written notice of
such termination.

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                                ARTICLE 2 - RENT

2.1         Rent - Generally.

            2.1.1 The rents payable under this Lease (herein collectively
referred to as the "RENT") shall be and consist of (i) the Fixed Rent (as
hereinafter defined in Section 2.2 below), and (ii) additional rent (herein
called "ADDITIONAL CHARGES") consisting of Tax Payments (as hereinafter defined
in Section 2.3 below), Operating Payments (as hereinafter defined in Section 2.4
below) and all other charges as shall become due from and payable by Tenant to
Landlord pursuant to the terms of this Lease. All Additional Charges shall be
deemed "rent" for all purposes, including Landlord's remedies for non-payment
thereof.

            2.1.2 Tenant covenants and agrees to pay all Rent, as and when the
same is due and payable hereunder, without notice or demand therefor and without
any abatement, deduction or setoff for any reason whatsoever, except, in either
case, as may be expressly provided in this Lease. If, pursuant to any provision
of this Lease, Tenant shall be obligated to pay any Additional Charges and no
due date or payment period therefor is specified herein, then such Additional
Charges shall be paid by Tenant to Landlord within ten (10) days after being
billed therefor. All Rent shall be paid in lawful money of the United States to
Landlord at its office, or such other place, or to Landlord's agent and at such
other place, as Landlord shall designate by notice to Tenant. All Rent shall be
paid by good and sufficient check (subject to collection) drawn on a New Jersey
or New York City bank.

2.2         Fixed Rent.

            2.2.1 Tenant shall pay to Landlord a fixed rent (herein called
"Fixed Rent") at the following rates for the following periods:

                                  (a) FIVE HUNDRED ELEVEN THOUSAND EIGHT HUNDRED
            SIXTEEN and 56/100 DOLLARS ($511,816.56) (i.e., $19.50 per rentable
            square foot of the Premises), per annum, for the period from the
            Commencement Date to and including the day immediately preceding the
            second (2nd) anniversary of the Commencement Date;

                                  (b) FIVE HUNDRED FIFTY-ONE THOUSAND ONE
            HUNDRED EIGHTY-SEVEN and 00/100 DOLLARS ($551,187.00) (i.e., $21.00
            per rentable square foot of the Premises), per annum, for the period
            from the second (2nd) anniversary of the Commencement Date to and
            including the day immediately preceding the third (3rd) anniversary
            of the Commencement Date;

                                  (c) FIVE HUNDRED FIFTY-SEVEN THOUSAND SEVEN
            HUNDRED FORTY-EIGHT and 72/100 DOLLARS ($557,748.72) (i.e., $21.25
            per rentable square foot of the Premises), per annum, for the period
            from the third (3rd) anniversary of the

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            Commencement Date to and including the day immediately preceding the
            fourth (4th) anniversary of the Commencement Date;

                                  (d) SIX HUNDRED TEN THOUSAND TWO HUNDRED
            FORTY- TWO and 72/100 DOLLARS ($610,242.72) (i.e., $23.25 per
            rentable square foot of the Premises), per annum, for the period
            from the fourth (4th) anniversary of the Commencement Date to and
            including the day immediately preceding the seventh (7th)
            anniversary of the Commencement Date; and

                                  (e) SIX HUNDRED SIXTY-TWO THOUSAND SEVEN
            HUNDRED THIRTY-SIX and 72/100 DOLLARS ($662,736.72) (i.e., $25.25
            per rentable square foot of the Premises), per annum, for the period
            from the seventh (7th) anniversary of the Commencement Date to and
            including the Expiration Date.

            2.2.2 The Fixed Rent shall be payable commencing on the Commencement
Date and thereafter in equal monthly installments in advance on the first day of
each and every calendar month during the Term, except as hereinafter provided in
this Section 2.2.2. Tenant will pay, upon the execution and delivery of this
Lease, an amount equal to 1/12th the annual rate of Fixed Rent set forth in
Section 2.2.1(a) above, which amount shall be applied against the Fixed Rent for
the calendar month immediately following the calendar month in which the
Commencement Date ocurs (and, to the extent not exhausted by such application,
by application against the Fixed Rent for the next succeeding calendar month).
Such payment shall be returned to Tenant if Tenant properly and timely
terminates this Lease pursuant to Section 1.5.9 hereof. If the Commencement Date
or the Expiration Date occurs on a day other than the first or last day,
respectively, of a calendar month, then the Fixed Rent for the partial calendar
month in which the Commencement Date or the Expiration Date occurs shall be a
prorated portion of a full monthly installment of Fixed Rent, and, in the case
of the partial amount in which Commencement Date occurs, shall be payable on the
Commencement Date.

            2.2.3 Provided no Event of Default is then in existence under this
Lease, Tenant shall receive a concession against Fixed Rent in an amount equal
to the rent (including fixed rent, operating expenses, real estate taxes,
utilities and other occupancy related charges) payable by Tenant under Tenant's
existing lease(s) described on Exhibit C attached to and made a part of this
Lease ("Tenant's Existing Lease") for all months or partial months for which
such rent is payable by Tenant from the earlier of the Commencement Date or May
1, 1999, through July 31, 1999. Such concession (i) shall be determined by and
conditioned upon receipt by Landlord of evidence reasonably satisfactory to
Landlord of Tenant's incurring of the amounts to be included in such concession
in rent (including fixed rent, operating expenses, real estate taxes, utilities
and other occupancy related charges) under Tenant's Existing Lease(s) and (ii)
shall be applied until exhausted, in an amount up to $15,000 per month, against
the monthly installments of Fixed Rent becoming first due and payable by Tenant
under this Lease.

2.3  Tax Payments

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            2.3.1 For the purposes of this Lease the following definitions shall
apply:

                        "TAX YEAR" shall mean such calendar year ( whether or
not such period is fixed as the fiscal year for Taxes (as hereinafter defined)
or any component thereof by any Governmental Authority) the whole or any portion
of which is within the Term. If a fiscal period fixed for any component of Taxes
by any Governmental Authority is a period other than a Tax Year, then such
component of Taxes shall be averaged over the number of calendar months in such
fiscal period and each such monthly portion shall be included in Taxes for the
Tax Year in which such calendar month occurs.

                        "BASE TAX YEAR" shall mean Tax Year commencing on
January 1, 1999, and ending December 31, 1999.

                        "BASE TAX AMOUNT" shall mean the Taxes for the Base Tax
Year, adjusted to reflect a fully completed and fully assessed Building during
the Base Tax Year.

                        "TENANT'S SHARE" shall mean a fraction (expressed as a
percentage, and carried to four decimal places), the numerator of which is the
number of rentable square feet contained in the Premises and the denominator of
which is 190,000. As of the date hereof, Tenant's Share is 13.8142%.

                        "TAXES", for any Tax Year, shall mean (A) all real
estate taxes, water and sewer rents or charges, school taxes, vault taxes,
assessments and special assessments levied, assessed or imposed upon or with
respect to the Real Property (as defined in Article 13 hereof) by any
Governmental Authority, and (B) any expenses incurred by Landlord in contesting
such taxes, charges or assessments and/or the assessed value of the Real
Property, which expenses shall be allocated to the Tax Year to which such
expenses relate (such expenses not to exceed the benefit derived from such tax
contest). Taxes shall also include all taxes assessed or imposed upon Landlord
with respect to the rents received from the Real Property (but not any income
taxes, gross receipts taxes, corporate franchise taxes, gift taxes, estate taxes
or transaction taxes of Landlord, except to the extent provided in the following
sentence). If, at any time during the Term, the methods of taxation prevailing
on the date hereof shall be altered so that in lieu of, or as an addition to or
as a substitute for, the whole or any part of the taxes, charges or assessments
now levied, assessed or imposed, there shall be levied, assessed or imposed a
new tax, assessment, levy, imposition, license fee or charge wholly or partially
as a capital levy or otherwise on the Real Property or the rents received from
the Real Property, then such additional or substitute tax, assessment, levy,
imposition, fee or charge shall be included within "Taxes" for purposes hereof.
Finally, "Taxes" shall also include any payments in lieu of "Taxes" payable in
connection with any exemption obtained from any Governmental Authority with
respect to the Real Property.

            2.3.2 If Taxes for any Tax Year subsequent to the Base Tax Year
shall exceed the Base Tax Amount, Tenant, as hereinafter provided, shall pay to
Landlord an amount (herein called the "Tax Payment") equal to Tenant's Share of
the amount by which the Taxes for such Tax Year are greater

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than the Base Tax Amount. In respect of any such Tax Year which begins prior to
the Commencement Date or ends after the Expiration Date, the Tax Payment shall
be prorated to correspond to that portion of such Tax Year occurring within the
Term.

            2.3.3 The Tax Payment for each Tax Year shall be due and payable as
provided in the following provisions of this Section 2.3.3. Landlord, at anytime
prior to, during, or after the end of, any Tax Year, may deliver to Tenant a
statement for the Tax Payment for such Tax Year together with a copy of the
invoice for the Taxes for such Tax Year (each such statement with such invoice
being herein called a "Tax Statement"). Tenant, for each Tax Year, shall pay to
Landlord the Tax Payment indicated by any such Tax Statement in installments,
consistent with the number and timing of the installments of and in which
Landlord shall pay Taxes to the applicable Governmental Authorities, with each
such installment of the Tax Payment being due on the later to occur of (x) the
date that is thirty (30) days prior to the date the corresponding installment of
Taxes is due or payable to the applicable Governmental Authority (or, with
respect to installments that may become due after the Expiration Date, the date
that is sixty (60) days prior to the Expiration Date), and (y) the date that is
twenty (20) days after the rendering of the Tax Statement.

            2.3.4 If, at any time after the delivery of any Tax Statement for
any Tax Year, it is determined for any reason (including any reduction in Taxes
comprising the Base Tax Amount) that the Tax Payment for such Tax Year is
greater than the amount set forth on such Tax Statement, then Landlord may
furnish to Tenant a revised or corrected Tax Statement for such Tax Year, and,
in any such case, Tenant shall pay to Landlord the additional amount indicated
by the revised or corrected Tax Statement within ten (10) days after Tenant's
receipt thereof. Landlord's failure to render, or delay in rendering, a Tax
Statement, or a revised or corrected Tax Statement, for any Tax Year shall not
prejudice Landlord's right to thereafter render a Tax Statement, or a revised or
corrected Tax Statement, for such Tax Year or any other Tax Year, nor shall the
rendering of a revised or Corrected Tax Statement for any Tax Year prejudice
Landlord's right to thereafter render a further revised or corrected Tax
Statement for such Tax Year.

            2.3.5 Only Landlord shall be eligible to institute tax reduction or
other proceedings to challenge Taxes or to reduce the assessed valuation of the
Real Property; Tenant hereby waives any right Tenant may, now or in the future
have to institute any such proceedings or otherwise challenge taxes. If, at any
time after the delivery of any Tax Statement for any Tax Year, Landlord shall
receive a refund of Taxes for such Tax Year, then Landlord shall furnish to
Tenant a revised Tax Statement for such Tax Year, and, if such revised Tax
Statement shall set forth a Tax Payment that is less than that set forth on the
previous Tax Statement, then Landlord, within ten (10) days after Tenant's
receipt of such revised Tax Statement, shall pay to Tenant the amount of the
overpayment indicated thereby. Nothing contained in this Lease shall obligate
Landlord to bring any application or proceeding seeking a reduction in Taxes or
assessed valuation. If the Taxes payable for the Base Tax Year or any other Tax
Year are later reduced by final determination of legal proceedings, settlement,
or otherwise, such reduced amount as finally determined shall become the Base
Tax Amount (in the event of a reduction applicable to the Base Tax Year) or the
Taxes for the Tax Year in question (in the event of a reduction applicable to a
Tax Year other than the Base Tax Year) for purposes of this

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Lease and such reduced amount shall be used to determine the Tax Payment payable
by Tenant applicable to any Tax Year affected by such reduction, and all Tax
Payments theretofore paid or payable under this Lease shall be recomputed on the
basis of such reduction, and, if applicable, Tenant shall pay to Landlord as an
Additional Charge within thirty (30) days after being billed therefor any
deficiency between the amount of such payments computed prior to the reduction
and the amount thereof due as a result of such recomputation.

2.4         Operating Payments

            2.4.1 For the purposes of this Lease, the following definitions
shall apply:

                        "OPERATING YEAR" shall mean any calendar year, the whole
or any portion of which is included within the Term.

                        "BASE OPERATING YEAR" shall mean the Operating Year
commencing on January 1, 1999, and ending December 31, 1999.

                        "BASE OPERATING AMOUNT" shall mean the Operating
Expenses for the Base Operating Year (as recalculated pursuant to paragraph (C)
of the definition of "OPERATING EXPENSES" hereinafter provided).

                        "OPERATING EXPENSES", for any Operating Year, shall be
determined in accordance with the provisions of the following paragraphs (A)
through (C), sequentially applied:

                        (A) "Operating Expenses" shall mean all expenses paid or
incurred by, or on behalf of, Landlord in respect of the operation, management,
maintenance and/or repair of the Real Property, including, without limitation,
(i) salaries, wages and fringe benefits of employees and contractors engaged in
such operation, management, maintenance and/or repair; (ii) payroll taxes,
worker's compensation, uniforms and related expenses (whether direct or
indirect) for such employees; (iii) the cost of fuel, gas, steam, electricity,
heat, ventilation, air-conditioning and chilled or condenser water, water, sewer
and other utilities, together with any taxes and surcharges on, and fees paid in
connection with the calculation and billing of, such utilities; (iv) the cost of
painting, and/or decorating all areas of the Real Property (excluding, however,
any leasable areas of the Building); (v) the cost of casualty, liability,
fidelity, rent and all other insurance regarding the Real Property and/or an
property thereon (together with amounts paid or incurred on account of any
commercially reasonable deductible therein); (vi) the cost of all supplies,
tools, materials and equipment, whether by purchase or rental, used in the
operation, management, maintenance and/or repair of the Real Property; (vii) the
fair rental value of any Building, office or other space in the Building used in
connection with the operation, management, maintenance and/or repair of the Real
Property, and all office expenses (e.g., telephone, utility, stationery)
incurred in connection therewith; (viii) the cost of security services, and
cleaning and janitorial services, including, without limitation, glass cleaning,
snow and ice removal and garbage and waste collection and/or disposal; (ix) the
cost of all interior and exterior landscaping and all temporary exhibitions
located at or within the Real.

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Property; (x) the cost of alterations and/or repairs made in or to the Real
Property; (xi) management fees (or, if Landlord self-manages, or has an
Affiliate of Landlord manage, the Real Property, an amount in lieu thereof equal
to 3-1/2% of the gross receipts for the Real Property); (xii) all reasonable
costs and expenses of legal, bookkeeping, accounting and other professional
services; (xiii) fees, dues and other contributions paid by or on behalf of
Landlord to civic or other real estate or organization customarily joined by
landlords of similar buildings and computed as if this Building was the only
building owned by Landlord; (xiv) the cost of subsidizing the Building's
cafeteria or any similar specialty service provided for tenants and occupants of
the Building generally, and (xv) all other fees, costs, charges and expenses
properly allocable to the operation, management, maintenance and/or repair of
the Real Property, in accordance with then prevailing customs and practices of
the commercial office real estate industry in the general vicinity of the Real
Property.

                        (B) "Operating Expenses" shall not, however, include the
following items: (1) depreciation; (2) interest on, and amortization of,
Mortgages and other debts; (3) the cost of tenant improvements made for
tenant(s) of the Building (including Tenant) or for preparing any space for
occupancy or for leasing, including permit, license and inspection fees; (4)
brokerage commissions, legal fees and other costs, fees and expenses incurred in
connection with the leasing, sale, financing or refinancing of the Real Property
or any portion thereof or space therein, (5) financing or refinancing costs; (6)
the cost of any work or services performed for any tenant(s) of the Building
(including Tenant), whether at the expense of Landlord or such tenant(s), to the
extent that such work or services are in excess of the work or services which
Landlord, at its expense, is required to furnish Tenant under this Lease; (7)
the cost of any electricity consumed in the Premises or any other leasable area
of the Building; (8) Taxes; (9) all salaries, wages, benefits and taxes in
connection with employees and personnel above the grade of property manager;
(10) expenditures for capital improvements and all other costs which should be
capitalized in accordance with generally accepted accounting practices, other
than (a) those which under generally applied accounting practice are expenses or
regarded as deferred expenses and other than capital expenditures made by reason
of legal requirements or insurance requirements arising after the date hereof,
in any of which cases the cost thereof shall be included in Operating Expenses
for the calendar year in which the costs are incurred and subsequent calendar
years, on a straight-line basis, to the extent that such items are amortized
over an appropriate period in accordance with Generally applied accounting
practice, and (b) the cost of any item of capital equipment purchased by
Landlord or any capital expenditure made by Landlord which has the effect of
reducing the expenses which would otherwise be included in Operating Expenses,
in any of which cases the cost of such capital equipment or capital expenditure
shall be included in Operating Expenses for the calendar year in which the costs
are incurred and subsequent calendar years, on a straight-line basis, to the
extent that such items are amortized over such period of time as such savings or
reductions in Operating Expenses are expected to equal Landlord's costs for such
capital equipment or capital expenditure, determined in accordance with
generally applied accounting practice (provided, however, in no event shall the
amount so included in Operating, Expenses exceed the reasonably anticipated
amount of savings during any particular period), and (c) if Landlord shall lease
any items of capital equipment designed to result in savings or reductions in
expenses which would otherwise be included in Operating Expenses, then the
rentals and other costs paid pursuant to such leasing will be included in
Operating Expenses for the calendar

                                       10

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year in which such rentals or other costs were incurred (provided, however, in
no event shall the amount of such rentals or other costs so included in
Operating Expenses exceed the reasonably anticipated amount of savings during
any particular period); (11) amounts received by Landlord through proceeds of
insurance to the extent they are compensation for sums previously included in
Operating Expenses hereunder; (12) costs of repairs or replacements incurred by
reason of fire or other casualty or condemnation (13) advertising, marketing and
promotional expenditures; (14) amortization and cost recovery (except as
permitted for capital costs as described in (10) above); (15) any costs or
expenses that are paid for, or for which Landlord is reimbursed, by any third
party including, without limitation, tenants and also including, without
limitation, insurance, warranty and condemnation proceeds; (16) court costs,
legal fees and expenses incurred by or on behalf of Landlord in connection with
disputes with tenants or occupants of the Building or with any Underlying Lessor
(as defined in Section 7.2 hereof) or any Mortgagee (as defined in Section 7.2
hereof); (17) costs of compliance (including, without limitation, legal fees)
with any Legal Requirements existing on the date of this Lease (including,
without limitation, the ADA) or with any violations against the Building; (18)
the amount of any fines or penalties incurred in connection with the matters
referred to in clause 17 above; (19) costs of removal, encapsulation, cleanup or
other treatment of asbestos or other Hazardous Substances (as defined in Section
8.7 hereof); (20) amounts paid by Landlord for supplies, materials and/or
services which exceed the commercially reasonable costs for such supplies,
materials and/or services in the municipality in which the Building is located;
(21) interest, penalties or late charges incurred by Landlord for late payment
of any bills or invoices for amounts otherwise includable as Operating Expenses;
(22) the costs or expenses (including fines, interest, penalties and legal fees)
arising out of Landlord's failure to timely pay Operating Expenses or Taxes; and
(23) costs or expenses incurred for the acquisition of sculpture, paintings or
works of art for the Building.

                        (C) If during any relevant period (i) any rentable space
in the Building shall be vacant or unoccupied, and/or (ii) the tenant or
occupant (including without limitation, Landlord or any Affiliates of Landlord)
of any space in the Building undertook to perform work or services therein in
lieu of having Landlord perform the same and the cost thereof, if the same were
performed by Landlord, would have been included in Operating Expenses, then, in
any such event(s), the Operating Expenses for such period shall be adjusted to
reflect the Operating Expenses that would have been incurred if such space had
been occupied or if Landlord had performed such work or services, as the case
may be.

            2.4.2 For each Operating Year subsequent to the Base Operating Year,
Tenant, as Hereinafter provided, shall pay to Landlord an amount (the "OPERATING
PAYMENT") equal to Tenant's Share of the amount by which the Operating Expenses
for such Operating Year exceed the Base Operating Amount. In respect of any such
Operating Year which is partly within and partly without the Term, the Operating
Payment shall be prorated to correspond to that portion of such Operating Year
occurring within the Term.

            2.4.3 Landlord, prior to the commencement of, or during, any
Operating Year, may furnish to Tenant a written statement setting forth
Landlord's reasonable estimate of the Operating Payment

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<PAGE>



for such Operating Year (such estimate, as the same may be revised as
hereinafter provided, the "ESTIMATED OPERATING PAYMENT"). Tenant shall pay to
Landlord on the first day of each month during any Operating, Year, an amount
equal to one-twelfth (1/12th) of the Estimated Operating Payment for such
Operating Year. If, however, Landlord, for any Operating Year, shall not furnish
such a written statement or only furnish the same after the commencement of such
Operating Year, then (i) until the first day of the month following the month in
which such written statement is furnished, Tenant shall pay to Landlord on the
first day of each month an amount equal to the monthly sum payable by Tenant to
Landlord under this Section 2.4.3 for the last month of the preceding Operating
Year, (ii) after such written statement is furnished, Landlord shall give a
notice to Tenant indicating whether the installments of the Operating Payment
previously made for such Operating Year were greater or less than the
installments of the Operating Payment which would have theretofore been made had
such written statement been furnished prior to the commencement of such
Operating Year, and, within thirty (30) days of such notice, either Tenant shall
pay to Landlord the deficiency indicated thereby or Landlord shall refund to
Tenant the overpayment. Indicated thereby, and (iii) on the first day of the
month following the month in which such written statement is furnished, and on
the first day of each month thereafter throughout the remainder of such
Operating Year, Tenant shall pay to Landlord an amount equal to one-twelfth
(1/12th) of the Estimated Operating Payment set forth on such written statement.
Landlord may, during any Operating Year (but not more than once during any
Operating Year), furnish to Tenant a written statement revising the Estimated
Operating Payment for such Operating Year, and in each such case, the Estimated
Operating Payment for such Operating Year shall be adjusted, and amounts paid or
refunded, as the case may be, in substantially the same manner set forth in the
immediately preceding sentence.

            2.4.4 Landlord, after the end of each Operating Year for which an
Operating Payment is due, shall furnish to Tenant a written statement (herein
called an "OPERATING STATEMENT") setting forth the Operating Payment for such
Operating Year. If, for any such Operating Year, the Operating Statement shall
show that the sums paid by Tenant under Section 2.4.3 above, exceeded the
Operating Payment for such Operating Year (such excess, for any Operating Year,
being herein called the "OPERATING OVERPAYMENT"), then Landlord, within twenty
(20) days after delivery of such Operating Statement, shall refund to Tenant the
amount of such Operating Overpayment. If the Operating Statement for such
Operating Year shall show that the sums paid by Tenant under Section 2.4.3 above
were less than the Operating Payment for such Operating Year (such deficiency,
for any Operating Year, being herein called the "OPERATING DEFICIENCY"), Tenant
shall pay the amount of such Operating Deficiency within twenty (20) days after
Tenant's receipt of the Operating Statement.

            2.4.5 Landlord's failure to render, or delay in rendering, an
Operating Statement with respect to any Operating Year shall not prejudice
Landlord's right to thereafter render a Operating Statement for such Operating
Year or any other Operating, Year, nor shall the rendering of a Operating
Statement (or a revised or corrected Operating Statement) for any Operating Year
prejudice Landlord's right to thereafter render one or more revised or corrected
Operating Statements for such Operating Year.


                                       12

<PAGE>



            2.4.6 Each Operating Statement shall be conclusive and binding upon
Tenant as of the date that is sixty (60) days after the delivery thereof, except
to the extent that, prior thereto, Tenant shall have, in good faith, disputed
items or matters set forth on such Operating Statement by written notice to
Landlord, which notice shall set forth, in reasonable detail, the disputed items
or matters and clearly state the reasons that Tenant disputes the same. If
Tenant shall dispute in writing, any specific item or items in Landlord's
Operating Statement, and such dispute is not resolved within sixty (60) days
after Tenant's delivery of written notice to Landlord of such disputed item or
items, either party may, during the thirty (30) days next following the
expiration of such sixty (60) day period, refer such disputed item or items to
an independent certified public accountant mutually acceptable to Landlord and
Tenant (and if such accountant is selected by Tenant, such accountant shall not
be entitled to charge a contingent fee for its services rendered), for a
determination which shall be final, conclusive and binding upon Landlord and
Tenant. Prior to performing services hereunder, such accountant shall agree in
writing that the results of its investigation and review of the dispute shall
remain confidential, and that such accountant shall not solicit other tenants in
the Building for the purpose of disputing Operating Statement items. Landlord
shall provide such accountant with reasonable access to or with copies of all
records and information reasonably requested by such accountant and reasonably
necessary for such accountant's determination. Tenant agrees to pay all costs
involved in such determination (except as hereinafter provided). If it shall be
so determined that any portion of the amount set forth in the Operating
Statement in question that was charged to and paid by Tenant was not properly
chargeable to Tenant, then Landlord shall credit to Tenant the amount of such
improper charge against the next installment or installments of Fixed Rent
accruing under the Lease. If it is determined that the total Operating Payment
charged by Landlord to Tenant for the Operating Year regarding which such
accountant is making its determination was more than one hundred five percent
(105%) of the amount that Landlord should properly have included in such
Operating Payment, as so determined by such accountant, Landlord will reimburse
Tenant for such accountant's reasonable fees charged for making such
determination.

            2.4.7 Landlord represents that Tenant's Share has been calculated,
and in the future will be calculated, using the identical formula for all
tenants in the Building and that the sum of such "proportionate shares" does
not, and in the future will not, exceed 100%.


                     ARTICLE 3 - TENANT'S USE AND OCCUPANCY

3.1         Use of Premises.

            3.1.1 Tenant, subject to and in accordance with the provisions of
this Lease, shall use the Premises for central office use (including the use of
the gym and shower area by Tenant's on-site employees) and for no other purpose.
Tenant and Tenant's personnel and employees shall be permitted to prepare food
and beverages in the kitchen area of the Premises for on-site consumption in the
Premises.


                                       13

<PAGE>



            3.1.2 If any governmental license or permit shall be required for
the proper and lawful conduct of Tenant's business at the Premises or any part
thereof, Tenant, at its expense, shall duly procure and thereafter maintain such
license or permit and submit the same to Landlord for inspection. Tenant shall
at all times comply with the terms and conditions of each such license or
permit.

3.2         Building Rules and Regulations.

            Tenant shall, and shall cause all Tenant Parties, to faithfully
observe and comply with the rules and regulations annexed hereto as Exhibit D,
and such reasonable changes therein (whether by modification, elimination or
addition) as Landlord at any time or times hereafter may make and give notice
thereof to Tenant, which, in Landlord's reasonable judgment, shall be necessary
for the reputation, safety, care and appearance of the Real Property, or the
preservation of good order therein, or otherwise in connection with the
operation, management and/or maintenance of the Real Property (such rules and
regulations as changed from time to time being herein called "BUILDING RULES AND
REGULATIONS"); provided, however, that in case of any conflict or inconsistency
between the provisions of this Lease and any of the Building Rules and
Regulations, the provisions of this Lease shall control. Nothing in this Lease
contained shall be construed to impose upon Landlord any duty or obligation to
enforce the Building Rules and Regulations against any other tenant or any other
person, and Landlord shall not be liable to Tenant for violation of the Building
Rules and Regulations by any other tenant or any other person; provided,
however, that the Building Rules and Regulations shall be applied in a
nondiscriminatory manner against tenants of the Building.

3.3         Use of Public Areas.

            Tenant (and all Tenant Parties and Tenant's clients and invitees),
incident to Tenant's use of the Premises, shall have (i) a non-exclusive right
to use the Core Lavatories (as defined in Article 13) hereof) located on the
floor of the Building on which the Premises are located for lavatory purposes
only, and (ii) a non-exclusive right of ingress and egress to and from the
Premises through the Public Areas (as defined in Article 13 hereof); subject, in
all events, to the Building Rules and Regulations.

3.4         Parking.

            3.4.1 For purposes of this Lease, the following definitions shall
apply: (i) the "PARKING AREAS" shall mean those areas of the Land designated by
Landlord, from time to time, for parking to serve the Building; (ii) the
"RESERVED PARKING AREAS" shall mean those portions of the Parking Areas
designated by Landlord, from time to time, for reserved parking (i.e., for the
exclusive use of one or more persons): and (iii) the "GENERAL PARKING AREAS"
shall mean, from time to time, those portions of the Parking Areas which are not
then Reserved Parking Areas.

            3.4.2 Tenant, incident to its use of the Premises, shall have the
right to use, and permit the Tenant Parties (and Tenant's clients and invitees)
to use, up to one hundred five (105) parking, spaces

                                       14

<PAGE>



located in the General Parking Areas, on a "first come, first served" basis in
common with other persons designated by Landlord, subject, in all events, to the
Building Rules and Regulations.

3.5         Tenant's Signage.

            3.5.1 Tenant, incident to its use of the Premises, shall have the
right to install and maintain a sign (consisting solely of lettering and logo
identifying Tenant's business name) on the entrance door for the Premises (such
sign being herein called "TENANT'S ENTRANCE SIGN"), provided, that (i) the
location, dimensions, design, materials and content of such sign shall be
subject to Landlord's approval (which shall not be unreasonably withheld,
conditioned or delayed), (ii) the installation of such sign shall be deemed
"Alterations" and, accordingly, shall be performed subject to and in accordance
with the provisions of Section 5.1 hereof, (iii) Landlord, at its expense, shall
have the right to temporarily remove any sign when reasonably necessary in
connection with the operation, management or maintenance of the Real Property
(e.g., to paint or incident to the performance of any alterations or repairs),
and shall reinstall or replace such sign, and (iv) the installation and
maintenance of such sign shall otherwise be subject to the Building Rules and
Regulations. Except as provided in this Section 3.5, Tenant shall not have the
right to install or maintain any signs in or at the Real Property which are
either located outside of the Premises or otherwise visible from the outside of
the Premises.

            3.5.2 At any time after the earlier of (i) one (1) year after the
date of execution of this Lease by Landlord and Tenant or (ii) the date that
Landlord shall have erected on the Land a monument sign for the Building
("LANDLORD'S MONUMENT SIGN"), so long as Tenant has act theretofore elected to
be represented on Landlord's Monument Sign as hereinafter provided, Tenant shall
be entitled, at Tenant's sole cost and expense, to erect a monument sign
("TENANT'S MONUMENT SIGN") on the Land at a location reasonably designated by
Landlord and reasonably acceptable to Tenant. If Landlord erects Landlord's
Monument Sign, and Tenant has not theretofore erected Tenant's Monument Sign, so
long as there is space available on Landlord's Monument Sign, Tenant shall be
entitled to be represented on Landlord's Monument Sign (subject to payment of a
reasonable fee established by Landlord for such representation). Tenant's
Monument Sign shall be subject to Landlord's prior written approval as to both
location and design, which shall not be unreasonably withheld, conditioned or
delayed. Tenant acknowledges that Tenant is aware that a sign variance may be
required from the Township of Piscataway in order for Tenant to be able to erect
Tenant's Monument Sign, and Tenant shall be solely responsible for obtaining any
such variance. Tenant's Monument Sign shall constitute Alterations (as defined
in Section 5.1 hereof Lease), and the provisions of Article 5 of this Lease
shall apply thereto (provided, however, that Tenant shall not be required to pay
the supervision fee described in Section 5.1.3(a) in connection with the
erection of Tenant's Monument Sign).

                                       15

<PAGE>



                       ARTICLE 4 - UTILITIES AND SERVICES

4.1         Definitions.

            As used herein, the terms "BUSINESS HOURS" shall mean the hours
between 8:00 a.m. and 4.00 p.m. on Business Days, and the hours between 8:00
a.m. and 1:00 p.m. on Saturdays (other than Saturdays which are Holidays), and
"BUSINESS DAYS" shall mean all days except Saturdays, Sundays and Holidays. The
term "HOLIDAYS" shall mean New Year's Day, Presidents Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, the day following Thanksgiving, and
Christmas. The term "BUILDING SERVICES" shall mean the services required to be
provided to Tenant by Landlord pursuant to this Article 4.

4.2         Electricity.

            Landlord, subject to and in accordance with the provisions of this
Section 4.2, shall furnish electricity to Tenant for use in the Premises:

            (a) Landlord, at Tenant's reasonable expense, shall furnish, install
and maintain one or more electrical submeters to measure Tenant's demand and
consumption with respect to the electricity furnished by Landlord for lighting,
electrical power and HVAC (as defined in Section 4.4.1) (such submeter(s) being
herein called "TENANT'S SUBMETER"). Tenant, throughout the Term, shall pay
Landlord for such electricity as measured by Tenant's Submeter at the rates set
forth in, and otherwise pursuant to the provisions of, Section 4.2(b) below.

            (b) Tenant, for any billing period, shall pay Landlord an amount
determined by applying (i) Tenant's electrical demand (measured in KWs) and
consumption (measured in KWHRs) for such period, as measured by Tenant's
Submeter, to (ii) the rate schedule (inclusive of all taxes, surcharges and
other charges payable thereunder or in connection therewith) of the utility
company serving, the Building (herein called the "UTILITY COMPANY") which would
then be applicable to Tenant if it purchased electricity directly from the
Utility Company for such period. Tenant shall pay the amount due for any billing
period within fifteen (15) days after being billed therefor, which bills
Landlord may render from time to time (but no more frequently than monthly).
Tenant shall also pay to Landlord an amount equal to the actual costs incurred
by Landlord to a meter company or otherwise in respect of having Tenant's
Submeter read and having bills prepared and delivered based upon such readings.

            (c) Landlord shall not be required to furnish, and Tenant shall not
install a connected load (including all of Tenant's equipment and systems, but
excluding the Building Systems and HVAC) or otherwise draw, in excess of six (6)
watts per usable square foot of Premises.

            (d) If any tax is imposed upon Landlord's receipts from the sale or
resale of electric energy to Tenant (directly or indirectly through a general
tax on such receipts) by any federal, state or municipal authority, then Tenant
shall pay, or reimburse Landlord, such taxes (or its share thereof) in addition
to the submetered charges.

                                       16

<PAGE>





            (e) Tenant will at all times comply with all rules and regulations
of the Utility Company, to the extent the same are applicable to its use of
electric energy in the Premises.

            (f) Tenant's use of electric energy shall never exceed the capacity
of the then existing, feeders, risers or wiring installations serving the
Premises.

            (g) Landlord shall not in any way be liable or responsible to Tenant
for any loss, damage or expense which Tenant may sustain or incur if (i) the
supply of electric energy to the Premises is temporarily interrupted, or (ii)
the quantity or character of electric service is changed or is no longer
available or suitable for Tenant's requirements, except to the extent resulting
from Landlord's willful misconduct or gross negligence.

            (h) Landlord, at its option, shall furnish and install all
replacement lighting, tubes, lamps, bulbs and ballasts required in the Premises;
and in such event, Tenant shall pay to Landlord or its designated contractor
upon demand the then established reasonable charges therefor of Landlord or its
designated contractor, as the case may be, which shall be at the then market
rates therefor.

4.3         Water.

            Landlord shall furnish reasonable quantities of hot and cold water
to the Core Lavatories located on the floor(s) on which the Premises are located
for core lavatory and cleaning purposes only, and to the kitchen, bathrooms,
showers and other areas of the Premises requiring water service as part of the
Initial Tenant Work as provided in the Initial Tenant Work Plans. If Tenant
shall require water for any other purposes, then (i) Landlord need only furnish
additional cold water for such other purposes, which additional cold water shall
be furnished to a point in the Building's core on the floor(s) on which the
Premises are located, and (ii) Landlord may install and maintain, at Tenant's
expense, one or more meters to measure Tenant's consumption of such additional
water (in which event, Tenant, periodically upon demand, shall pay Landlord for
such additional water based upon the readings of such meter or meters). Except
for such distribution as may be provided as part of the Initial Tenant Work,
Tenant, at its expense, shall be solely responsible for distributing within the
Premises, and, to the extent Tenant requires hot water, heating, any additional
cold water furnished pursuant to this Section 4.3.

4.4         HVAC Service.

            4.4.1 Landlord, during Business Hours, shall furnish heat,
ventilation and air conditioning ("HVAC") to the Premises as may be reasonably
required (except as otherwise provided in this Lease and except for any special
requirements of Tenant arising from its particular use of the Premises) for
reasonably comfortable occupancy of the Premises. Landlord represents and
warrants that the Building's HVAC systems have the capacity, flexibility and
ability to maintain in the Premises the design conditions specified in Exhibit E
attached to and made a part of this Lease.

                                       17

<PAGE>




            4.4.2 If Tenant shall require HVAC services at any time other than
during Business Hours (herein called "OVERTIME HVAC SERVICE"), Landlord shall
furnish such HVAC Overtime Service, subject to receiving advance notice from
Tenant as follows: (a) as to any Business Day upon which Tenant requires such
Overtime service prior to 8: 00 a.m., upon being notified by Tenant no later
than 2:00 p.m. on the Business Day immediately preceding such date; (b) as to
any Business Day upon which Tenant requires such overtime service after 6:00
p.m., upon being notified by Tenant no later than 2:00 p.m. on such date; and
(c) as to any day which is not a Business Day upon which Tenant requires such
overtime service, upon being notified by Tenant no later than 4:00 p.m. on the
Business Day immediately preceding such date, Tenant, in respect of such
Overtime HVAC Service, shall pay to Landlord, within twenty (20) days after
demand therefor, an amount equal to the Hourly Rate (as hereinafter defined) per
hour of Overtime HVAC Service to compensate for additional wear and tear to the
HVAC system and additional maintenance due to such Overtime HVAC Service; it
being agreed that (x) should Tenant request Overtime HVAC Service after Business
Hours on a Business Day, Landlord shall have the right to commence furnishing
such service immediately following the expiration of Business Hours, and (y)
should Tenant request Overtime HVAC Service prior to Business Hours on a
Business Day, Landlord shall have the right to continue furnishing such service
until the commencement of Business Hours; and, in either case, Tenant shall be
required to pay Landlord as herein provided whether or not Tenant utilizes such
service during, all hours that Landlord is furnishing same. Tenant shall comply
fully with such reasonable rules and regulations as Landlord may enact in
connection with its furnishing of Overtime HVAC Service. The "Hourly Rate" shall
equal $10.00 per hour.

            4.4.3 Notwithstanding the foregoing, it is understood and agreed
that Tenant shall pay for the electricity needed to operate the HVAC system
serving the Premises and, incident thereto, the "heat pumps" for such system,
which are located in the ceiling plenum of the Premises or adjacent to the
Premises, shall be connected to Tenant's Submeter.

4.5         Access.

            Landlord shall provide Tenant with 24 hour a day, 7 day week, access
to the Premises. Such access shall be subject, however, in all events, to the
Building, Rules and Regulations.

4.6         Cleaning.

            Landlord shall cause the Premises, including the exterior and the
interior of the Building's exterior windows serving the Premises, to be cleaned
in accordance with the provisions of Exhibit F attached to the Lease and made a
part hereof. Tenant, however, shall pay to Landlord, on demand, the costs
incurred by Landlord for (x) extra cleaning work in the Premises required
because of (i) carelessness, indifference, misuse or neglect on the part of
Tenant or its subtenants or its or their employees or visitors, (ii) interior
glass partitions or unusual quantities of interior glass surfaces, and (iii)
non-building standard materials or finishes installed by Tenant or at its
request, and (y) removal from the Premises and the Building of any refuse and
rubbish of Tenant in excess of that ordinarily

                                       18

<PAGE>



accumulated in business office occupancy or at times other than Landlord's
standard cleaning times. Notwithstanding the foregoing, Landlord shall not be
required to clean the gym and shower areas of the Premises or any portions of
the Premises used for preparation, serving, or consumption of food or beverages,
training rooms, data processing or reproducing operations, private lavatories or
toilets or other special purposes requiring greater or more difficult cleaning
work than office areas and Tenant agrees, at Tenant's expense, to retain
Landlord's cleaning contractor to perform such cleaning at rates reasonably
comparable to market rates for such service (provided, however, that Tenant
shall be entitled to use its own cleaning contractor (subject to Landlord's
approval, which shall not be unreasonably withheld, and Landlord's reasonable
and uniformly applied requirements concerning the use by tenants of outside
contractors for the provision of services in the Building) to clean the gym and
shower area of the Premises. Landlord and its cleaning contractor shall have
access to the Premises, and the right to use, without charge therefor, all
light, power and water in the Premises, as is reasonably required to clean the
Premises as required under this Section 4.6.

4.7         Building Directory.

            Landlord shall maintain a main directory for the Building's tenants
and other occupants (which directory, from time to time, may be either manual or
computerized), and provide Tenant together with its permitted subtenants) with
up to five (5) listings on such main directory (or unlimited listings if such
directory is computerized). Listings provided at the commencement of the Lease
shall be entered at no cost to Tenant. Landlord, from time to time, shall, at
Tenant's reasonable expense, make such changes in the listings as Tenant shall
request.

4.8         Interruptions.

            Notwithstanding anything to the contrary contained in this Lease,
Landlord reserves the right, without liability to Tenant and without it being
deemed a default hereunder or a constructive eviction, to stop or interrupt any
Building System(s) or Building Service(s) at such times as may be necessary and
for as long as may reasonably be required by reason of the making of alterations
and/or repairs in or to the Real Property or any portion thereof, or one or more
Events of Force Majeure. Landlord shall have no liability to Tenant as a result
of any such stoppage or interruption. Notwithstanding the foregoing, if, during
Business Hours for more than three (3) consecutive business days, access to the
Premises is prevented or an interruption of a Building System or a Building
service necessary for Tenant's business operations in the Premises continues,
and the cause or cure of such prevention or interruption is within Landlord's
reasonable control (a "LANDLORD CONTROLLED INTERRUPTION"), and such prevention
or interruption is not due to any negligence or willful misconduct by Tenant or
any Tenant Party, then beginning on the fourth (4th) consecutive business day of
such Landlord Controlled Interruption, Fixed Rent and Additional Charges shall
be abated until such Landlord Controlled Interruption ceases.


                                       19

<PAGE>



           ARTICLE 5 - TENANT'S ALTERATIONS, IMPROVEMENTS AND PROPERTY

5.1         Tenant's Alterations.

            5.1.1 Tenant shall not make any Alterations (as defined below) of
any nature without Landlord's prior written approval. So long as Tenant complies
with the provisions of this Section 5,1 and there shall not otherwise exist an
Event of Default under this Lease, Landlord's approval of proposed Alterations
shall not be unreasonably withheld, conditioned or delayed, unless the proposed
Alterations are Material Alterations. Notwithstanding the foregoing, Tenant
shall not be required to obtain Landlord's consent to make Alterations that are
not Material Alterations if the estimated cost of such Alterations is less than
$10,000.00 and shall not be required to pay the supervision fee described in
Section 5.1.3(a) below in connection with such Alterations; provided, however,
that all other provisions of this Section 5.1 otherwise applicable to such
Alterations shall continue to apply thereto. As used herein, the following terms
shall have the following meanings: (I) "Alterations" shall mean any alterations
made, or proposed to be made, by Tenant in or to the Premises; and (II)
"Material Alterations" shall mean any Alterations which (a) affect the exterior
(including the appearance) of the Building or any other portion of the Building
outside of the premises, (b) are structural or affect the structural elements of
the Building, or (c) affect the usage or the proper functioning of the Building
Systems or any part thereof.

            5.1.2 Tenant shall request Landlord's written approval of any
Alterations only by written notice to Landlord, which notice shall be
accompanied by two (2) sets of detailed plans and specifications setting forth
all such Alterations (such plans and specifications, with respect to any
Alterations, being herein called the "Tenant Plans"). All Tenant Plans shall be
prepared at Tenant's expense by an architect licensed to practice in the State
of New Jersey.

            5.1.3 (a) Tenant, in connection with any Alterations, shall (i)
reimburse Landlord all reasonable costs incurred by Landlord (including the fees
of any outside architect, engineer or other professional employed by Landlord)
in connection with (x) any review of any Tenant Plans or any other items
submitted by Tenant in connection therewith, or (y) any on-site inspection of
Alterations, and (ii) pay to Landlord a general supervision fee equal to seven
and one-half (7-1/2%) of the aggregate cost of such Alterations (provided,
however, that such fee shall not be payable in connection with any Alterations
Tenant makes in conjunction with the Initial Tenant Work at the commencement of
the Lease Term and the preparations made by Tenant for its initial occupancy of
the Premises).

            (b) Tenant acknowledges that any review or approval by Landlord of
any Tenant Plans with respect to any Alterations, and/or any on-site inspections
of any Alterations, and/or any supervision by Landlord of Alterations, are
solely for Landlord's benefit, and without any representation or warranty
whatsoever to Tenant with respect to the adequacy, correctness or efficiency of
any such Tenant Plans or Alterations, or the compliance thereof with Legal
Requirements, Insurance Requirements or the provisions of this Lease, and
Landlord shall have no liability or responsibility therefor.

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            5.1.4 Alterations shall be performed only by contractors that have
been first approved by Landlord in writing, which approval shall not be
unreasonably withheld, conditioned or delayed.

            5.1.5 Tenant shall cause all Alterations to be diligently performed
to completion substantially in accordance with the Tenant Plans approved by
Landlord, in compliance with Legal Requirements and Insurance Requirements, and
otherwise in a good and workmanlike manner (using materials at least equal in
quality and class to the then standards for the Building). Tenant, at its
expense, shall obtain (and furnish true and complete copies to Landlord of) all
governmental permits and certificates required for the commencement and
prosecution of Alterations and for final approval thereof upon completion.
Alterations shall be performed in such manner as not to interfere with, or
impose any additional expense (except to the extent Tenant reimburses Landlord
therefor) upon, Landlord in the operation, management, maintenance and/or repair
of the Real Property; without limiting the generality thereof, to the extent any
Alterations are performed on an overtime basis, Tenant shall reimburse Landlord
all additional reasonable costs incurred by Landlord by reason thereof.
Throughout the performance of any Alterations, Tenant, at its expense, shall
carry, or cause to be carried, (i) workers' compensation insurance in statutory
limits, and (ii) such general liability insurance and other insurance as
Landlord shall reasonably require. Tenant, promptly upon the completion of any
Alterations, shall deliver to Landlord "as built" drawings therefor.

            5.1.6 Tenant, in connection with any Alterations or any other work,
shall comply with and observe, and shall cause each of its contractors to comply
with and observe, the rules and regulations annexed hereto as Exhibit G, and
such reasonable changes therein (whether by modification, elimination or
addition) as Landlord at any time or times hereafter may make and communicate to
Tenant (such rules and regulations, as changed from time to time, being, herein
called the "ALTERATION RULES AND REGULATIONS"); provided, however, that in case
of any conflict or inconsistency between the provisions of this Lease and any of
the Alteration Rules and Regulations, the provisions of this Lease shall
control. Landlord shall enforce the Alteration Rules and Regulations against
tenants in the Building in a non-discriminatory manner.

            5.1.7 Before proceeding with any Alterations the cost of which is
estimated to exceed $25,000.00, at Landlord's option, Tenant shall furnish to
Landlord, as security for the full completion of such Alterations, a payment and
performance bond issued by a bonding company reasonably satisfactory to Landlord
naming Landlord as beneficiary, which bond (i) shall be in an amount equal to
one hundred twenty-five (125%) percent of Landlord's reasonable estimate of the
cost of such Alterations, (ii) shall not require any payment as a condition to
the bonding company performing its obligations under the bond, and (iii) shall
otherwise be in a form reasonably satisfactory to Landlord.

5.2         Tenant's Improvements and Tenant's Property.

            5.2.1 For purposes of this Lease, the following definitions shall
apply:

            "TENANT'S IMPROVEMENTS" shall mean all improvements, betterments,
fixtures (exclusive of trade fixtures that are capable of being removed from the
Premises without causing material damage

                                       21

<PAGE>



thereto ("TRADE FIXTURES"), equipment and appurtenances attached to or built
into the Premises by or on behalf of Tenant (whether or not at Tenant's expense)
during the Term, including the Initial Tenant Work and all Alterations (and
including Tenmt's line, riser and other connections to the Building Systems and
any separate HVAC, electrical or other mechanical system or facility installed
by or on behalf of Tenant), but excluding Tenant's Property.

            "TENANT'S PROPERTY" shall mean all office furniture and equipment,
Trade Fixtures, movable partitions, communications equipment and other articles
of movable personal property owned or leased by Tenant and located in the
Premises, including floor and/or wall coverings and computer and telephone
cables. For purposes of this Lease, Tenant's Entrance Sign shall be deemed
Tenant's Property.

            5.2.2 All Tenant's Improvements, upon the installation thereof,
shall be and remain Landlord's property and shall not be removed by Tenant at
anytime during the Term (except in connection with permitted Alterations) or
upon the expiration or earlier termination of this Lease. Notwithstanding the
foregoing, Landlord, upon notice to Tenant given (i) at the time of Landlord's
approval of any Alterations for which Tenant has obtained Landlord's approval or
(ii) no later than thirty (30) days prior to the Expiration Date for Alterations
for which Tenant has act obtained Landlord's approval, may require Tenant, at
its expense, to remove all or any portion of any Tenant Improvements prior to
the expiration of this Lease (or within thirty (30) days following the earlier
termination hereof), provided, however, that Tenant shall not be required to
remove the Initial Tenant Work. In any such event, Tenant shall repair any
damage to the Real Property (including the Premises) resulting from any such
removal and restore any affected areas thereof.

            5.2.3 All Tenant's Property shall be and shall remain the property
of Tenant throughout the Term and may be removed by Tenant at any time during
the Term. Upon the expiration of this Lease (or within fifteen (15) days after
the earlier termination hereof), Tenant, at its expense, shall remove all
Tenant's Property from the Premises. Tenant shall repair any damage to the Real
Property (including the Premises) resulting from any removal of Tenant's
Property and shall restore any affected areas of the Real Property. Any items of
Tenant's Property which shall remain in the Premises after the expiration of
this Lease (or, as the case may be, within fifteen (15) days following an
earlier termination of this Lease), may, at the option of Landlord, be deemed to
have been abandoned, and in such case such items may be retained by Landlord as
its property or disposed of by Landlord, without accountability, in such manner
as Landlord shall determine.

5.3         Title, Mechanics Liens, Union Conflicts. Etc..

            5.3.1 All Alterations shall be fully paid for by Tenant. Except as
permitted in Section 11.7 hereof, no Tenant's Improvements shall be subject to
any conditional bills of sale, chattel mortgage or other title retention
agreements.

            5.3.2 Tenant, at its expense, and with diligence and dispatch, shall
procure the cancellation or discharge of all notices of violation arising from,
or otherwise connected with, Alterations (other

                                       22

<PAGE>



than the Initial Tenant Work), or any other work, labor, services or materials
done for or supplied to Tenant, or any Tenant Party, which shall be issued by
any Governmental Authority. Tenant shall defend, indemnify and hold harmless
Landlord from and against any and all mechanic's and other liens and
encumbrances filed in connection with Alterations (other than the Initial Tenant
Work), or any other work, labor, services or materials done for or supplied to
Tenant or any Tenant Party and from and against all costs, expenses and
liabilities incurred in connection with any such lien or encumbrance or any
action or proceeding brought thereon. Tenant, at its expense, shall procure the
satisfaction or discharge of record by bonding, payment or otherwise, of all
such liens and encumbrances within sixty (60) days after actual knowledge or
notice thereof.

            5.3.3 Tenant shall not perform any Alterations, or otherwise perform
any work or conduct any activities in or about the Real Property, in a manner
which violates any of Landlord's union contracts affecting the Real Property, or
create any work stoppage, picketing, labor disruption or dispute or any
interference with the operation, management and/or maintenance of the Real
Property. Tenant shall immediately stop, or cause to be stopped, any work or
other activity in violation of this Section 5.3.3 upon notice thereof from
Landlord.

           ARTICLE 6 - RESERVATION OF REAL PROPERTY; LANDLORD'S ACCESS

6.1         Reservation of Real Property.

            6.1.1 Except for the Premises (which, for purposes of this Lease,
shall consist only of the space within the inside surfaces of all demising and
exterior walls, hung ceilings, floors, windows and doors bounding the Premises),
all of the Real Property, including the Land and the Base Building, is reserved
to Landlord and persons authorized by Landlord, subject only to any rights of
Tenant, the Tenant Parties and Tenant's clients and invitees to use areas of the
Real Property outside of the Premises that may be expressly provided for
hereunder.

            6.1.2 Landlord, without limiting the Generality of the foregoing,
hereby reserves the following rights (which may be exercised, in each and every
case, without any liability to Tenant): (a) the right to change the name and/or
address of the Building, together with the exclusive right to use the name of
the Building, at any time and from time to time; (b) the right to make, or
permit to be made, such alterations and/or repairs in or to the Real Property or
any part thereof (other than to the interior of the Premises), as Landlord shall
deem necessary or desirable; and (c) the right to close or render inoperable any
part of the Real Property (outside of the Premises). Notwithstanding the
foregoing, Landlord, at all times, shall provide the parking required hereunder
or, on a temporary basis, commercially reasonable alternate parking
arrangements, and shall not block entrances to the Building (other than on a
temporary basis so long as alternate access to the Premises is provided) or
windows of the Premises (other than on a temporary basis), and shall use
commercially reasonable efforts to minimize interference with Tenant's business
operations in the Premises in exercising Landlord's rights under (b) and (c) of
this Section 6.1.2.

            6.1.3       Landlord's Access to Premises.

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<PAGE>




            Landlord, and persons authorized by Landlord, shall have the right,
upon reasonable notice (or, in the case of an emergency, without notice) to
enter upon and/or pass through the Premises, at reasonable times (or, in the
case of an emergency, at any time or times, for one or more of the following
purposes: (a) to examine and/or inspect the Premises or any portions of the Real
Property accessible through the Premises, (b) to show them to actual and
prospective purchasers, Underlying Lessors or Mortgagees, or, during the last
twelve (12) months of the Term, prospective tenants of the Building or any part
thereof, (c) to make such alterations and/or repairs in or to the Real Property
(other than to the interior of the Premises) or any part thereof as Landlord, or
persons authorized by Landlord, are required or desire to make, (d) to make such
alterations and/or repairs in or to the Premises or any part thereof as Landlord
is required or permitted to make, and/or (e) to read any utility meters located
therein. Landlord, and such authorized persons, may, without liability to Tenant
(except in connection with the gross negligence or willful misconduct of
Landlord or such authorized persons), take all materials into and upon the
Premises that may be required in connection therewith.

                ARTICLE 7 - QUIET ENJOYMENT; UNDERLYING INTERESTS

7.1         Quiet Enjoyment.

            So long as this Lease is in full force and effect, Tenant shall
peaceably and quietly have, hold and enjoy the Premises without hindrance,
ejection or molestation by Landlord or any person lawfully claiming through or
under Landlord, subject, nevertheless, to the provisions of this Lease and to
all Mortgages and Underlying Leases.

7.2         Underlying Interests.

            7.2.1 For purposes of this Lease, the following definitions shall
apply:

            "MORTGAGE" shall mean any mortgage or deed of trust which may now or
hereafter affect the Land and/or the Building, or any part of either (whether or
not such mortgage or deed of trust shall also cover other properties), and shall
include each and every advance made or hereafter to be made under such mortgage
or deed of trust, and to each and every renewal, modification, replacement or
extension of such mortgage or deed of trust and any spreader or consolidation of
such mortgage or deed of trust, and "Mortgagee" shall mean any holder of any
Mortgage.

            "UNDERLYING LEASE" shall mean any ground lease, overriding lease or
underlying lease of the Land and/or the Building, or of the portion of the
Building of which the Premises are a part, now or hereafter existing, and
"Underlying Lessor" shall mean any lessor under an Underlying Lease.

            7.2.2 This Lease, and all rights of Tenant hereunder are and shall
be subject and subordinate to all Underlying Leases and Mortgages for which
Landlord has obtained a Nondisturbance Agreement (as hereinafter defined) from
the Underlying Lessor or Mortgagee thereof as hereinafter provided. This Section
7.2.2 shall be self-operative and no further instrument of subordination shall

                                       24

<PAGE>



be required. In confirmation of such subordination, Tenant shall promptly
execute, acknowledge and deliver any instrument that Landlord, an Underlying
Lessor or a Mortgagee may reasonably request to evidence such subordination.

            7.2.3 If any act or omission of Landlord would give Tenant the
right, immediately or after lapse of a period of time, to cancel or terminate
this Lease, or to abate or offset against the payment of Rent or to claim a
partial or total eviction, Tenant shall not exercise such right (a) until it has
given written notice of such act or omission to Landlord and each Mortgagee and
each Underlying Lessor whose name and address shall previously have been
furnished to Tenant, and (b) until a reasonable period for remedying such act or
omission shall have elapsed following the giving of such notice and following
the time when such Mortgagee or Underlying Lessor shall have become entitled
under such Mortgage or Underlying Lease, as the case may be, to remedy the same
(which reasonable period shall in no event be less than the period to which
Landlord would be entitled under this Lease or otherwise, after similar notice,
to effect such remedy plus thirty (30) days), provided such Mortgagee or
Underlying Lessor shall give Tenant notice of its intention to, and with due
diligence commence and continue to, remedy such act or omission.

            7.2.4 If any Mortgagee or Underlying Lessor, or any designee of any
Mortgagee or Underlying Lessor or any other person, shall succeed to the rights
of Landlord under this Lease, whether through possession or foreclosure action
or delivery of a new lease or deed, then at the request of such party so
succeeding to Landlord's rights (herein called "SUCCESSOR LANDLORD"), and upon
such Successor Landlord's written agreement to accept Tenant's attornment,
Tenant shall attorn to and recognize such Successor Landlord as Tenant's
landlord under this Lease and shall promptly execute and deliver any instrument
that such Successor Landlord may reasonably request to evidence such attornment.
Upon such attornment, this Lease shall continue in full force and effect as a
direct lease between the Successor Landlord and Tenant upon all of the terms,
conditions and covenants as are set forth in this Lease, except that the
Successor Landlord shall not be (i) liable for any previous act or omission of
Landlord, (ii) responsible for any monies owing by Landlord to the credit of
Tenant, (iii) bound by any covenant to undertake or complete any work in the
Premises or to provide an allowance therefor, (iv) subject to any credits,
offsets, claims, counterclaims, demands or defenses which Tenant may have
against Landlord, (v) bound by any payments of rent which Tenant might have made
for more than one (1) month in advance to Landlord, (vi) required to account for
any security deposit other than any security deposit actually delivered to the
Successor Landlord, or (vii) bound by any modification of this Lease made
without Successor Landlord's written consent.

            7.2.5 Promptly following the execution of this Lease by Landlord and
Tenant, and in any event prior to the Commencement Date, Landlord shall obtain
and deliver to Tenant a Nondisturbance Agreement from the holder of any existing
Mortgage on the Building and/or the Land.

            7.2.6 With respect to any Mortgage or Underlying Lease that
hereafter becomes a lien or charge upon or affects the Land or the Building, the
provisions of Section 7.2.2 above shall be operative, and the rights of Tenant
under this Lease shall be subject and subordinate such Mortgage

                                       25

<PAGE>



or Underlying Lease only if the Mortgagee of such Mortgage or Underlying Lessee
of such Underlying Lease executes and delivers to Tenant a Nondisturbance
Agreement with respect to such Mortgage or Underlying Lease.

            7.2.7 As used herein, the term "NONDISTURBANCE AGREEMENT" shall mean
an agreement between Tenant and the Mortgagee of a Mortgage or the Underlying
Lessor of an Underlying Lease, pursuant to which such Mortgagee or Underlying
Lessor agrees that so long as Tenant is not in default under the terms of this
Lease (beyond any applicable notice and/or cure period), and provided Tenant
attorns to said Mortgagee or Underlying Lessor, Tenant's possession of the
Premises under and in accordance with the terms of this Lease shall not be
disturbed and Tenant's rights under this Lease shall not be affected by a
foreclosure of such Mortgage or termination of such Underlying Lease, and that,
upon such foreclosure or termination, this Lease shall continue as a direct
lease between the purchaser in foreclosure or the Underlying Lessor, as
Landlord, and Tenant, as Tenant. Tenant agrees to accept in satisfaction of the
requirement set forth in this Section 7.2 for the production of a Nondisturbance
Agreement the applicable Mortgagee or Underlying Lessor's standard form of
Nondisturbance Agreement, and to execute such standard form, so long as such
standard form provides materially the terms set forth in this Section 7.2.7 and
is reasonably acceptable to Tenant, Tenant's attorney and Tenant's lender(s).
Any such standard form may also include an agreement by Tenant to attorn to such
Mortgagee or Underlying Lessor following such foreclosure sale or termination,
and to confirm the subordination of this Lease to such Mortgage or Underlying
Lease, and such other commercially reasonable and/or customary terms as are
found in typical standard forms of subordination, nondisturbance and attornment
agreements of major commercial lenders.

                       ARTICLE 8 - BASIC LEASE OBLIGATIONS

8.1         Insurance.

            8.1.1 Tenant, at its expense, shall maintain, at all times during
the Term, (i) "all risk" property insurance covering all Tenant's Improvements
and Tenant's Property to a limit of not less than the full replacement cost
thereof, (ii) comprehensive general liability insurance, including blanket
contractual liability coverage, with limits of not less than Two Million
($2,000,000.00) Dollars combined single limit for personal injury and property
damage liability in any one occurrence, and (iii) such other insurance, with
such limits, as Landlord shall from time to time reasonably require Tenant to
maintain. Landlord may, from time to time, reasonably require that the limits of
the aforesaid insurance be increased. Landlord (or, at Landlord's option, any
mortgagee or Underlying Lessor) shall be named as a "loss payee" under the
insurance policies providing "all risk" property coverage on Tenant's
Improvements; and Tenant shall cooperate with Landlord in connection with the
collection of any insurance proceeds thereunder. Landlord and its managing
agent, if any, and each Mortgagee and Underlying Lessor whose name and address
shall previously have been furnished to Tenant shall be named as additional
insureds under Tenant's insurance policies providing general liability coverage.
Each of the insurance policies required to be maintained pursuant to this
Section 8.1.1 shall be issued by companies licensed to do business in the State
of New Jersey and reasonably

                                       26

<PAGE>



acceptable to Landlord and shall contain a provision whereby the same cannot be
canceled or modified unless Landlord and any additional insureds are given at
least thirty (30) days' prior written notice thereof. Tenant, at least ten (10)
days prior to the Commencement Date, and thereafter (for renewals of existing
policies) at least ten (10) days prior to the date of expiration of any existing
policy, shall deliver to Landlord a duplicate original insurance policy, an
insurance binder (counter signed by the insurer), or Evidence of Insurance (in
form ACORD 27) for each insurance policy required to be carried by Tenant
hereunder.

            8.1.2 Tenant shall not violate, or permit any Tenant Party to
violate, any Insurance Requirements or any terms or conditions imposed by any
insurance policy then issued in respect of the Real Property. If, as a result of
any act or omission by Tenant (including a default under the immediately
preceding sentence), the premiums on any insurance policy issued in respect of
the Real Property shall be higher than the same would otherwise be, then,
without limiting any other rights or remedies that Landlord may have on account
thereof, Tenant, upon demand, shall pay Landlord an amount equal to the part of
such insurance premiums attributable to such act or omission; for which
purposes, a schedule "make-up" rates issued by, or any other finding of, any
insurance rating organization having jurisdiction over, or otherwise making
rates or findings in respect of, the Real Property shall be conclusive evidence
of the rates and facts therein stated.

            8.1.3 Each party agrees to have included in each of its "all risk"
insurance policies (insuring the Base Building in case of Landlord, and insuring
Tenant's Improvements and Tenant's Property in the case of Tenant) a waiver of
the insurer's right of subrogation against the other party during the Term,
unless such a waiver of subrogation shall be Generally unobtainable (in which
event, the insured party shall so notify the other party promptly after learning
thereof). Each party hereby releases the other party, with respect to any claim
(including a claim for negligence) which it might otherwise have against the
other party, for loss, damage or destruction with respect to its property
occurring during, the Term, if, and to the extent, such loss, damage or
destruction is, or under this Section 8.1.3 is required to be, insured under a
policy or policies containing a waiver of subrogation.

8.2         Indemnification.

            8.2.1 Tenant shall indemnify and hold harmless Landlord and any
Landlord Party (as hereinafter defined) from and against any and all claims
arising, from or in connection with: (a) the conduct or management of the
Premises or of any business therein, or any work or thing whatsoever done, or
any condition created (other than by Landlord or any Landlord Party) in or about
the Premises during the Term; (b) any negligence or willful act or omission of
Tenant or any Tenant Party (hereinafter defined); (c) any accident, injury or
damage whatever (except to the extent caused by the negligence or willful
misconduct of Landlord or any Landlord Party) occurring in, at or upon the
Premises; and (d) any breach or default by Tenant under this Lease; together
with all costs, expenses and liabilities incurred in or in connection with each
such claim, or any action or proceeding brought thereon, including all
reasonable attorneys' fees and expenses.


                                       27

<PAGE>



            8.2.2 Landlord shall indemnify, defend and hold harmless Tenant from
and against any and all claims arising from the gross negligence or willful
misconduct of Landlord or any Landlord Party. Such exclusion from Tenant's
indemnity obligation and such agreement by Landlord to indemnify Tenant are not
intended to and shall not relieve any insurance carrier of its obligations under
policies carried or required to be carried by Tenant pursuant to this Lease to
the extent such policies cover the alleged gross negligence or willful
misconduct of Landlord or any Landlord Party; provided, however, that this
sentence shall in no way be construed to imply the availability of any double or
duplicate coverage following the primary liability of such carrier. Tenant
waives no claim for damages or other relief against Landlord arising as a result
of Landlord's willful misconduct or gross negligence, except as specifically set
forth in this Lease.

8.3         Compliance with Laws.

            Tenant, at its expense, shall (i) comply with all Legal Requirements
requiring compliance in respect of the Premises or the use and occupancy
thereof, and (ii) be responsible for the cost of any other compliance with Legal
Requirements in respect of the Real Property which arises from Tenant's use and
occupancy of the Premises; provided, however, that Tenant shall not be required
to perform, or be responsible for the cost of, any alterations to the Base
Building which are required to be performed to comply with any Legal
Requirements, unless the need for such compliance arises by reason of (w) the
particular manner of conduct of Tenant's business in the Premises (other than
general office use), (x) the performance of any Alterations or the operation,
use or presence of any Tenant's Improvements or Tenant's Property, (y) any cause
or condition created by or at the instance of Tenant (other than general office
use), or (z) the breach of any of Tenant's obligations hereunder. Landlord
represents that, as of the Commencement Date, the Premises shall be in
compliance with all Legal Requirements (other than those relating specifically
to Tenant's particular use of the Premises for purposes other than general
office use).

8.4         Repairs and Maintenance.

            8.4.1 Except as otherwise specifically provided elsewhere in this
Lease, Tenant, throughout the Term, shall, at its expense, keep and maintain,
and take good care of, the Premises and make all needed interior and
non-structural repairs in and to, the Premises, including all needed repairs to
Tenant's Improvements and Tenant's Property. Tenant shall also be responsible
for the cost of repairs made by Landlord to the Base Building to the extent that
the need for the same arises out of (i) Tenant's performance of Alterations,
(ii) the operation, use or presence of any Tenant's improvements, and the
installation, operation, use or presence of Tenant's Property, (iii) the moving,
of any Tenant's Improvements or Tenant's Property, or (iv) any breach of
Tenant's obligations under this Lease, or any negligent or wrongful act or
omission by Tenant or any Tenant Party.

            8.4.2 Landlord, throughout the Term, shall keep and maintain, and
make all needed repairs in and to, the Base Building (including all Parking
Areas), in such a manner so as to maintain the Building as a Class "A" office
building. Such repairs and maintenance shall be made at Landlord's expense,
except as provided in Section 8.4.1 above.

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<PAGE>




8.5         Damage and Destruction.

            8.5.1 If the Building or the Premises shall be partially or totally
damaged or destroyed by fire or other casualty, then, unless this Lease shall be
terminated as hereinafter provided in this Article, (i) Landlord shall repair
and restore (A) the Base Building (including the Parking Areas), and (B)
Tenant's Improvements (all such repair and restoration work being herein called
the "Landlord Restoration Work"), with reasonable dispatch after notice to it of
the damage or destruction and the collection of the insurance proceeds
attributable to such damage or destruction, and (ii) Tenant shall repair and
restore Tenant's Property with reasonable dispatch after such damage or
destruction and the completion of Landlord's Restoration Work and the collection
of the insurance proceeds attributable to such damage or destruction. The
proceeds of Tenant's insurance policies providing coverage for Tenant's
Improvements shall be paid to Landlord. Concurrently with the collection of any
such insurance proceeds, Tenant shall pay to Landlord (x) the amount of any
deductible under the policy insuring Tenant's Improvements, and (y) the amount,
if any, by which the cost of repairing and restoring Tenant's Improvements as
estimated by a reputable contractor designated by Landlord exceeds the available
insurance proceeds therefor. Tenant shall also pay to Landlord, upon demand, the
amount(s) by which the actual cost of repairing and restoring Tenant's
Improvements exceeds the aforesaid insurance proceeds plus the amounts described
in clauses (x) and (y) above.

            8.5.2 If the Premises and/or the Building shall be damaged or
destroyed by fire or other casualty so as to render the Premises completely or
partially untenantable (untenantability to include unavailability for Tenant's
use thereof, even if the Premises or area thereof in question is not damaged),
then the Fixed Rent, Operating Payments and Tax Payments shall be abated in the
proportion that the untenantable area of the Premises bears to the total area of
the Premises for the period from the date of the damage or destruction to five
(5) days after the date that the Landlord Restoration Work shall be
substantially completed; provided, however, that (i) if in Landlord's reasonable
judgment the Landlord's Restoration Work would have been substantially completed
at an earlier date but for Tenant's having failed to reasonably cooperate with
Landlord in effecting, the same, then the Landlord Restoration Work shall be
deemed to have been substantially completed on such earlier date and,
accordingly, any abatement shall cease upon such earlier date, and (ii) if
Tenant or any of its subtenants shall reoccupy a portion of the Premises prior
to the substantial completion of the Landlord Restoration Work for any reason
other than Tenant's repair and/or restoration of Tenant's Property, then the
Fixed Rent, Operating Payment and Tax Payment allocable to such reoccupied
portion (on a pro-rata rentable square foot basis), shall be payable by Tenant
from the date of such occupancy.

            8.5.3 If either (i) the Building shall be damaged or destroyed by
fire or other casualty (whether or not the Premises are damaged or destroyed)
such that its repair and restoration requires more than one hundred eighty (180)
days or the expenditure of more than twenty (20%) percent of the full insurable
value of the Building immediately prior to the date of the damage or destruction
or (ii) if the Premises shall be totally or substantially (i.e., for this
purpose, more than thirty (30%) percent) damaged or destroyed by fire or other
casualty (as estimated, in either case, by a reputable

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contractor, registered architect or licensed professional engineer which shall
be promptly designated for such purpose by Landlord), then, in either such case,
Landlord may terminate this Lease by giving Tenant notice to such effect within
ninety (90) days after the date of the casualty. For the purpose of this Section
only, "full insurable value" shall mean replacement cost less the cost of
footings, foundations and other structures below the street and first floors of
the Building.

            8.5.4 If the Premises are damaged to the extent that they are not
reasonably tenantable, or damage or destruction to the Building prevents safe
access or elevator access to the Premises, and it is estimated by the party
designated by Landlord set forth in Section 8.5.3 above that such damage cannot
be repaired to substantially the condition existing prior to such damage within
two hundred ten (210) days from the date of such damage, or if such estimate is
not furnished to Tenant within sixty (60) days after the date of such damage,
then Tenant may terminate this Lease by written notice thereof delivered to
Landlord within ten (10) days after Tenant's receipt of such estimate. Tenant
shall also be entitled to so terminate this Lease, by written notice delivered
to Landlord after the expiration of such 210-day period but prior to substantial
completion of such repair, if in fact such damage is not substantially repaired
within two hundred ten (210) days after the date of said damage. Except as
provided in this Section 8.5.4, Tenant shall not be entitled to terminate this
Lease by reason of damage or destruction to the Real Property. In addition,
either Landlord or Tenant shall be entitled to terminate this Lease by written
notice to the other if damage to the Building or the Premises to the extent
described in the first (1st) sentence Section 8.5.3 above occurs during the last
twelve (12) months of the Term.

            8.5.5 Except as provided under Section 4.8 hereof, Landlord shall
have no liability to Tenant, by reason of any inconvenience, loss of business or
annoyance arising from any repair or restoration work in respect of the Real
Property.

8.6         Condemnation.

            8.6.1 If the whole or a material portion of either the Building or
the Premises or access to the Building or the Premises shall be taken by
condemnation or in any other manner for any public or quasi-public use or
purpose (whether permanently or temporarily for more than six (6) months), this
Lease shall terminate as of the date of vesting of title on such taking, and the
Rent shall be prorated and adjusted as of such date.

            8.6.2 Landlord shall be entitled to receive the entire award or
payment in connection with any taking without reduction therefrom for any estate
vested in Tenant by this Lease or any value attributable to the unexpired
portion of the Term and Tenant shall receive no part of such award. Tenant
hereby expressly assigns to Landlord all of its right, title and interest in and
to every such award or payment and waives any right to the value of the
unexpired portion of the Term. Notwithstanding the foregoing, Tenant shall be
entitled to seek a separate award for the loss of Tenant's Property and moving
costs.

8.7         Compliance with ISRA.

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            8.7.1 (a) Tenant agrees that it shall, at its sole cost and expense,
fulfill, observe and comply with all of the requirements of the Industrial Site
Recovery Act, N.J. S.A. 13:1K-6 et seq., and any amending and/or successor
legislation and/or regulations thereto (the "ACT"), and all rules, regulations,
opinions, orders and directives issued or promulgated in connection with the Act
by the New Jersey Department of Environmental Protection, or any other
governmental or quasi-governmental agency, authority, bureau, agency or body
which shall then have Jurisdiction over administration of the Act (collectively,
the "DEP"), as the same may be amended or substituted from time to time, to the
extent such fulfillment, observance or compliance is required due to the nature
of Tenant's business or due to Tenant's specific use and/or occupancy of, or any
act or omission of Tenant or any Tenant Party in or about, the Premises. (The
Act and all of said rules, regulations, ordinances, opinions, orders and
directives, as the same may be amended from time to time, and any amending
and/or successor legislation and/or regulations thereto, are hereinafter
collectively referred to as "ISRA").

                        (b) Without limiting the generality of the foregoing,
upon the written request of Landlord or the occurrence of a Triggering Event (as
hereafter defined), Tenant agrees to cooperate with Landlord in obtaining
evidence of compliance with ISRA. Specifically in that regard, Tenant agrees
that it shall (i) execute and deliver any affidavits, applications or other
filings required by the DEP, (ii) allow inspections and testing of the Premises,
and (iii) perform any requirement reasonably requested by Landlord as is
necessary in connection with such triggering event. Any representation or
certification made by Tenant in connection with any affidavit, application or
other filing request shall constitute a representation and warranty by Tenant in
favor of Landlord, and any misrepresentation or breach of warranty contained in
Tenant's response with any such request shall constitute an Event of Default
under this Lease.

            8.7.2 Within ten (10) days after a written request by Landlord or
any Mortgagee or Underlying Lessee of Landlord, Tenant shall deliver to Landlord
and any Mortgagee or Underlying Lessee an affidavit of Tenant's chief executive
officer or the person having primary responsibility for the conduct of Tenant's
business operations at the Premises, duly executed by such officer or person in
such capacity with no personal liability, certifying:

                        (i) the proper four digit SIC Number (as hereafter
defined) relating to Tenant's then current use of the Premises; and

                        (ii) that Tenant's then current use of the Premises does
not involve the generation, manufacture, refining, transportation, treatment,
storage, handling or disposal of "Hazardous Substances" or "Hazardous Wastes" as
such terms are defined under ISRA (together, "HAZARDOUS SUBSTANCES"), on site,
above around or below ground, or the "Discharge" (as defined in ISRA) of
Hazardous Substances (all of the foregoing are hereinafter collectively referred
to as the "PRESENCE OF HAZARDOUS SUBSTANCES") in violation of any Environmental
Law (as hereinafter defined); and

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                        (iii) if Tenant's then current use does involve the
Presence of Hazardous Substances, then said affidavit shall describe in complete
detail the portion of Tenant's operations which involves the Presence of
Hazardous Substances. Such description shall, inter alia, identify each of the
Hazardous Substances and describe the manner in which Tenant generated, handled,
manufactured, refined, transported, treated, stored and/or disposed of same.
Tenant shall supply Landlord and any Mortgagee or Underlying Lessee with such
additional information relating to the Presence of Hazardous Substances as
Landlord or such Mortgagee or Underlying Lessee reasonably requests.

            8.7.3 Tenant warrants that Tenant's Standard Industrial
Classification Number as designated in the most recent edition of the Standard
Industrial Classification Manual prepared by the Office of Management and Budget
in the Executive Office of the President of the United States is ("Tenant's SIC
Number"). Tenant's use of the Premises shall be restricted to uses classified
under Tenant's SIC Number. Tenant covenants and agrees that it will not do or
suffer anything which will cause Tenant's SIC Number to change. Tenant
recognizes that, for purposes of ISRA, it will acquire the Standard Industrial
Classification Number of any entity for which it provides all or substantially
all of its services or products, and further covenants and agrees to notify
Landlord at least thirty (30) days prior to any change of facts which would
result in the charge of Tenant's SIC Number. Upon receipt of such notice, if the
new Standard Industrial Classification Number would subject either Tenant or the
Premises to compliance with ISRA, Landlord shall have the right, at Landlord's
option, to terminate this Lease by notifying Tenant in writing, and delivering
such notice not later than thirty (30) days of Landlord's receipt of Tenant's
notice of such new Standard Industrial Classification Number change (provided
that Tenant shall, following written notice to Landlord delivered within five
(5) days after Tenant's receipt of Landlord's notice of termination, be entitled
to take such actions as are necessary to prevent such change, in which case this
Lease shall not terminate). Tenant's failure to provide such notice shall not
affect Landlord's right to terminate this Lease if Tenant's SIC Number changes
for any reason without Landlord's prior written consent.

            8.7.4 (a) Tenant represents and warrants that the Premises will not
be an "Industrial Establishment" as that term is defined in ISRA. Tenant shall
not do or suffer anything that will cause the Premises to become an Industrial
Establishment during the Term of this Lease. Landlord, from time to time, may
require Tenant, at Tenant's sole expense, to provide proof reasonably
satisfactory to Landlord that the Premises are not an Industrial Establishment.

                        (b) Notwithstanding anything, herein to the contrary, if
Tenant's operations at the Premises now or hereafter constitute an Industrial
Establishment, then prior to (i) the expiration or sooner termination of this
Lease, (ii) any assignment of this Lease or any subletting of any portion of the
Premises, (iii) any sale or transfer of the Premises, (iv) "Closing Operations"
(as defined in ISRA) at the Premises, or (v) "Transferring Ownership or
Operations" (as defined in ISRA) with respect to the Premises (said conditions
(i) through (v) each being a "TRIGGERING EVENT"), regardless of whether such
Triggering Event is caused by Landlord or Tenant, or any other tenant of the
Building, Tenant, at its sole expense, shall comply with all requirements of
ISRA pertaining to Closing Operations or Transferring Ownership or Operations of
an Industrial Establishment. Without

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limitation of the foregoing, Tenant's obligations shall include (i) the proper
and timely filing of an initial notice to the DEP and all other parties entitled
to notice under ISRA, when and as required under ISRA, (ii) the performance of
any "Preliminary Assessment," "Site Investigation," "Remedial Investigation," or
"Remedial Action" (all as defined in ISRA) as required by the DEP, and (iii)
either obtaining the approval of a "Negative Declaration" (as defined in ISRA)
by the DEP or performing proper and approved "Remedial Action Workplan" (as
defined in ISRA) to the satisfaction of the DEP and Landlord. In the event that
an approved Remedial Action Workplan is authorized by the DEP, Tenant further
agrees that it shall, at its sole cost and expense: (a) secure remediation
financing, including, without limitation, posting any financial guarantee or
other bond required by the DEP or Landlord, in amounts sufficient to fully
implement and complete such Remedial Action Workplan; and (b) promptly and
diligently implement and prosecute same to completion, in accordance with the
schedules and criteria contained therein or as may otherwise be ordered or
directed by the DEP. Tenant expressly understands, acknowledges and agrees that
Tenant's compliance with the provisions of this Section 8.7 may require Tenant
to expend funds or do acts after the expiration or termination of the Tenant and
Tenant shall not be excused therefrom due to such expiration or termination. The
entry of a "Remediation Agreement" (as defined in ISRA) by Tenant with the DEP
shall not satisfy Tenant's obligations hereunder without obtaining the prior
written approval of Landlord for the use of same and of the terms thereof.

                        (c) In the event a Remedial Action Workplan or
Remediation Agreement is required, Tenant shall not undertake any Preliminary
Assessment, Site Investigation, Remedial Investigation, Remedial Action or any
other remediation without first obtaining the prior approval for the use and of
same and of the terms thereof from Landlord, and, notwithstanding any provisions
of ISRA to the contrary, Landlord shall have the right to require DEP approval
of same before Tenant shall be deemed to have satisfied its obligations
hereunder and under ISRA. Under no circumstances shall Tenant's obligations be
satisfied by remediation in accordance with "Residential Standards" (as defined
in ISRA) without first obtaining the prior written approval for the use of same
from Landlord, and, notwithstanding any provisions of ISRA to the contrary,
Landlord shall have the right to require DEP approval of same before Tenant
shall be deemed to have satisfied its obligations hereunder and under ISRA.

                        (d) Tenant shall promptly provide copies to Landlord of
all submissions to DEP concerning any remediation.

            8.7.5 In the event that Tenant is not obligated to comply with
Section 8.7.4(b) above for any reason, including without limitation
inapplicability of ISRA to Tenant, then, (i) at least three (3) months prior to
the expiration or earlier termination of this Lease or any other Triggering
Event caused by Tenant, or (ii) within sixty (60) days after Tenant's receipt of
notice of a Triggering Event not caused by Tenant, Tenant shall, at Tenant's
sole expense, obtain from the DEP a "nonapplicability letter" or other written
statement in form reasonably satisfactory to Landlord's counsel, confirming that
the proposed Triggering Event does not subject either Tenant or the Premises to
the requirements of ISRA. (Any representation or certification made by Tenant in
connection with any such request shall constitute a representation and warranty
by Tenant in favor of Landlord, and any

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<PAGE>



misrepresentation or breach of warranty contained in Tenant's request shall
constitute an Event of Default under this Lease).

            8.7.6 All reasonable costs associated with Tenant's compliance with
this Section 8.7, including without limitation Landlord's reasonable costs in
reviewing any sampling plan and/or test results or any other materials required
to be submitted by Tenant to the DEP in connection with ISRA compliance, in
developing a plan for remediation and site detoxification or for any other
requirements of the DEP in connection with ISRA compliance, and monitoring of
same, and all reasonable consulting, engineering, and legal fees, shall be paid
by Tenant as Additional Charges upon demand from Landlord. In the event Tenant
fails to comply in full with its obligations hereunder, Landlord, at its option,
may perform any and all of Tenant's obligations as aforesaid (but shall not be
obligated to do so), and all reasonable costs and expenses incurred by Landlord
in the exercise of this right shall be deemed to be Additional Charges payable
by Tenant on demand, with interest at the Interest Rate, from the date of demand
until paid in full, it being the intention of the parties hereto that Landlord
shall be free of all expenses and obligations arising from, or necessary to
achieve, compliance to the extent such compliance is required of Tenant under
this Section 8.7.

            8.7.7 Tenant does hereby agree to indemnify, defend and hold
harmless Landlord and each Mortgagee or Underlying Lessee of the Premises from
all losses, costs, damages and expenses (including fines, penalties, reasonable
engineering and other professional or expert fees, and reasonable legal fees)
resulting, directly or indirectly, whether foreseen or unforeseen, from any
claim, demand, liability, obligation, right or cause of action, including but
not limited to governmental or private rights of action (collectively, "CLAIMS"
or "CLAIM"), that may be asserted against Landlord or any such Mortgagee or
Underlying Lessee as a result of Tenant's breach of any representation, warranty
or covenant of this Section 8.7, it being the intention of the parties hereto
that Landlord shall be free of all expenses and obligations arising from, or
necessary to achieve, compliance with ISRA to the extent such compliance is
required of Tenant under this Section 8.7; provided, however, that Tenant shall
not be obligated to indemnify Landlord under this Section 8.7.7 if Tenant
demonstrates that the Claim was based on events occurring or conditions in
existence prior to the date of this Lease. Tenant further agrees, at its sole
cost and expense, to promptly discharge and remove any lien or encumbrance
against the Premises, the Building, or the Land or against any other property
owned or controlled, in whole or in part, by Landlord, imposed due to Tenant's
failure to comply with ISRA.

8.8         Spill Act.

            8.8.1 Tenant agrees that it shall, at its sole cost and expense,
observe, comply and fulfill all of the terms land provisions of the Spill
Compensation and Control Act, N.J.S.A. 58:10-23. 11 et seq., as the same may be
amended from time to time, and all rules, regulations, ordinances, opinions,
orders and directives issued or promulgated pursuant to or in connection with
said Act by DEP, any subdivision or bureau thereof or governmental or
quasi-governmental agency or body having Jurisdiction thereof, to the extent
such fulfillment, observance or compliance is required due to the specific
nature of Tenant's business or due to Tenant's specific use and/or occupancy of,
or any act

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<PAGE>



or omission of Tenant or any Tenant Party in or about, the Premises. (Said Act
and all said rules, regulations, ordinances, opinions, orders and directives are
hereinafter in this Section 8.8, collectively referred to as "SPILL ACT").

            8.8.2       Without limiting the foregoing, the Tenant agrees:

                        (i) that it shall not do, omit to do or suffer the
commission or omission of any act which is prohibited by or may result in any
liability under the Spill Act, including without limitation the discharge of
petroleum products or other hazardous substances (as said terms are defined in
the Spill Act); and

                        (ii) whenever the Spill Act requires the "owner or
operator" to do any act, Tenant shall do such act and fulfill all such
obligations with respect to the Premises at its sole cost and expense, it being
the intention of the parties hereto that Landlord shall be free of all expense
and obligations arising from or in connection with compliance with the Spill
Act.

            8.8.3       Without limiting the foregoing, Tenant agrees:

                        (i) at its sole cost and expense, to promptly discharge
and remove any lien or any encumbrance against the Premises, the Building, the
Land or any other property owned or controlled, in whole or in part, by
Landlord, imposed by Tenant's failure to comply with the Spill Act; and

                        (ii) to defend, indemnify and hold Landlord harmless
from and against any and all liability, penalty, loss, expense, damages, costs,
claims, causes of action, judgments and/or the like, of whatever nature,
including but not limited to reasonable attorneys' fees and other reasonable
expenses of litigation or preparation therefor, to the extent such costs arise
from or in connection with Tenant's failure or inability, for any reason
whatsoever, to observe or comply with the Spill Act and/or the provisions of
this Section 8.8.

            8.8.4 Tenant agrees that each and every provision of this Section
8.8 shall survive the termination of this Lease by three (3) years. The parties
hereto expressly agree and acknowledge that the Landlord would not enter into
this Lease but for the provisions of this Section 8.8 and the aforesaid survival
thereof.

8.9         Other Environmental Laws.

            Tenant agrees that it shall, at its sole cost and expense, promptly
comply and keep continually in full compliance with all federal, state and local
laws, ordinances, rules, regulations and requirements relating to air, ground
and water pollution and protection and/or preservation of the environment
("ENVIRONMENTAL LAWS").

8.10        Environmental Indemnification.

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<PAGE>



            Notwithstanding anything to the contrary contained in Sections 8.7,
8.8 and/or 8.9 hereof, as between Landlord and Tenant, Landlord will be solely
responsible for and will defend, indemnify and hold Tenant harmless from and
against all claims, judgments, actions, costs and liabilities, including
attorneys' fees and costs, arising out of or in connection with the generation,
manufacture, refining, transportation, treatment, storage, handling and/or
disposal by Landlord, any Landlord Party, Underlying Lessors and Mortgagees,
Landlord's invitees or other tenants of the Real Property of Hazardous
Substances in, on or about the Premises or the Real Property, or arising out of
or in connection with the existence of any Hazardous Substances located in, on
or about the Building prior to the Commencement Date of this Lease, including
but not limited to all claims, costs, and liabilities, including attorneys' fees
and costs, arising out of or in connection with the removal, clean-up and
restoration work and materials required as a result thereof. Landlord's
obligations under this Section 8.10 will survive the termination of this Lease
by three (3) years.

                ARTICLE 9 - ASSIGNMENT, SUBLETTING AND MORTGAGING

9.1         General Prohibition.

            Tenant shall not, except as otherwise provided herein, whether
voluntarily, involuntarily, or by operation of law or otherwise (a) assign or
otherwise transfer in whole or in part this Lease, (b) sublet the Premises or
any part thereof, or allow the same to be used or occupied by any person other
than Tenant for any purpose (including desk space, mailing privileges or
otherwise), or (c) mortgage, pledge, encumber or otherwise hypothecate this
Lease or the Premises or any part thereof in any manner whatsoever, without in
each instance obtaining the prior written consent of Landlord which shall not be
unreasonably withheld, conditioned or delayed so long as the requirements of
Section 9.1 hereof have been satisfied. The consent by Landlord to a particular
assignment, subletting or mortgaging shall not in any way be considered a
consent by Landlord to any other or further assignment, subletting, or
mortgaging.

9.2         Recapture.

            9.2.1 If Tenant shall, at any time or from time to time, during the
Term propose to assign this Lease or sublet all or part of the Premises, Tenant
shall give notice thereof to Landlord ("TENANT'S NOTICE"), which notice shall be
accompanied by (i) a form of the proposed assignment or sublease, the effective
date or commencement date of which shall be not less than thirty (30) days, nor
more than one hundred and eighty (180) days, after the giving of such notice,
and the effectiveness of which shall be expressly conditioned upon the obtaining
of Landlord's written consent thereto, (ii) a statement setting forth in
reasonable detail the identity of the proposed assignee or subtenant, the nature
of its business and its proposed use of the Premises, (iii) current financial
information with respect to the proposed assignee or subtenant, including its
most recent financial report, and (iv) in the case of a proposed sublease of
less than the entire Premises, a floor plan clearly indicating the specific
portion of the Premises to be subleased and all means of ingress and egress to
and from such proposed sublease space. Tenant, upon request, shall also provide
Landlord with any

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<PAGE>



additional information Landlord that shall reasonably request in respect of such
proposed assignment or sublease.

            9.2.2 Upon Landlord's receipt of any Tenant's Notice, Landlord shall
have the following options, as applicable (collectively, the "RECAPTURE
OPTIONS"), any of which may be exercised by Landlord by written notice to Tenant
(the "RECAPTURE NOTICE") given at anytime within a period (the "RECAPTURE
PERIOD") of thirty (30) days after its receipt of the Tenant's Notice but not
later than three (3) days prior to the proposed effective date of the proposed
assignment or sublease:

                        (a) If a Tenant's Notice shall set forth either (i) a
proposed assignment or a proposed sublease of seventy-five percent (75%) or more
of the then rentable area of the Premises, then Landlord shall have the option
to terminate this Lease in its entirety. If Landlord exercises such option, then
this Lease shall terminate on the date that such proposed assignment or sublease
was to become effective or commence, as the case may be, and the Rent shall be
paid and apportioned to such date.

                        (b) If a Tenant's Notice shall set forth a proposed
sublease that either (i) demises more than twenty-five percent (25%) of the then
rentable area of the Premises or (ii) has a sublease term that expires later
than two (2) years prior to the then scheduled expiration of the Lease Term,
then Landlord shall have the option to terminate this Lease as to the proposed
sublease space. If Landlord exercises such option, then (i) Landlord, at
Tenant's expense, shall (x) erect all partitions required to separate such space
from the remainder of the Premises and (y) install all corridors, doors,
equipment and facilities required to (aa) allow for independent access from such
space to the applicable Public Areas, (bb) comply with any Legal Requirements or
Insurance Requirements relating to such separation and (cc) enable such space to
used, maintained and serviced as an independent unit, and (ii) this Lease shall
terminate with respect to such space on the date that such proposed sublease was
to commence and, effective as of such termination, this Lease shall be deemed
modified to (x) eliminate such space from the Premises, and (y) reduce the Fixed
Rent, on a pro rata, rentable square foot basis.

Notwithstanding the foregoing, if Landlord gives Tenant a Recapture Notice with
respect to a proposed assignment or sublease, Tenant may, by written notice
delivered to Landlord within ten (10) days after Tenant's receipt of such
Recapture Notice, withdraw Tenant's request for Landlord's consent to such
assignment or sublease, in which case Landlord's Recapture Notice shall be null
and void, Tenant shall not enter into such assignment or sublease, and this
Lease shall continue as if Tenant had never requested Landlord's consent to such
assignment or sublease.

9.3         Consent.

            If (i) Landlord receives a Tenant's Notice and (ii) Landlord does
not exercise any of its Recapture Options within the Recapture Period, then,
provided that there is no Event of Default by Tenant continuing as of the date
of Tenant's Notice or at anytime thereafter prior to Landlord

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granting its written consent, Landlord's consent to the proposed assignment or
sublease set forth in the Tenant's Notice shall not be unreasonably withheld,
conditioned or delayed; provided, that:

            (a) Tenant shall have complied with all the provisions of this
Article;

            (b) the proposed assignment or sublease shall comply with the
provisions of this Article, and the form thereof shall otherwise be reasonably
satisfactory to Landlord;

            (c) the proposed assignee or subtenant (i) shall be a reputable
person or entity of good character, (ii) shall be engaged in a business or
activity which is in keeping with the then standards the Building, and (iii)
shall have sufficient net worth considering the responsibility involved (and
Landlord shall have been furnished with reasonable proof thereof);

            (d) the prospective occupancy of the proposed assignee or subtenant
(i) shall be limited to the use of the Premises specifically permitted by this
Lease, (ii) shall not violate any use restrictions set forth in this Lease,
(iii) shall otherwise be in keeping with the then standards of the Building, and
(iv) shall not, in the reasonable judgment of Landlord, increase the office
cleaning requirements or otherwise impose an extra burden upon services to be
supplied by Landlord to Tenant;

            (e) the proposed assignment or sublease shall not result in there
being more than three occupants (inclusive of Tenant and all subtenants)
occupying space within the Premises;

            (f) in the case of a sublease, the sublease shall not provide for an
option on behalf of the subtenant thereunder to extend or renew the term of such
sublease; and

            (g) unless at the time of the proposed assignment or sublease there
is not available for lease, or scheduled to become available for lease within
three (3) months thereafter, rental space in the Building leasable in a single
block containing not less than eighty percent (80%) nor more than one hundred
twenty percent (120%) of the rentable square footage of the area to be covered
by the proposed assignment or sublease, neither the proposed assignee or
subtenant nor any company controlled by, under common control with or
controlling the proposed assignee or subtenant (i) shall then be a tenant or
occupant of any space in the Building, or (ii) shall have, within the nine (9)
month period prior to the date of Tenant's Notice, negotiated with Landlord with
respect to the leasing of any space in the Building.

Landlord's consent to any assignment or sublease shall be set forth in an
instrument prepared by Landlord in form satisfactory to Landlord; in the case of
any assignment, such instrument shall include an assumption by the proposed
assignee of the obligations of Tenant hereunder. Landlord's consent shall not be
effective until such instrument is executed and delivered by Landlord, Tenant
and the proposed assignee or subtenant. Tenant shall reimburse Landlord on
demand for any reasonable costs that may be incurred by Landlord in connection
with any proposed assignment or sublease, including (i) the costs of making
investigations as to the acceptability of the proposed assignee or subtenant,
and (ii) legal costs incurred in connection with the granting of any requested
consent.

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9.4         Profits.

            9.4.1 For purposes of this Lease, the following definitions shall
apply:

                        "ASSIGNMENT CONSIDERATION", with respect to any
assignment, shall mean an amount equal to all sums and other considerations
payable to Tenant by the assignee for or by reason of such assignment (including
sums paid for the sale or rental of any Tenant's Property, less, in the case of
a sale thereof, the then net unamortized or undepreciated cost thereof
determined on the basis of Tenant's federal income tax returns).

                        "SUBLEASE CONSIDERATION", with respect to any sublease
with respect to any calendar year, shall mean the excess of (1) any and all
rents, additional charges or other consideration payable under the sublease to
Tenant by the subtenant (including sums paid for the sale or rental of Tenant's
Property located in the sublease premises, after deducting, in the case of the
sale thereof, the then net unamortized or undepreciated cost thereof, determined
on the basis of Tenant's federal income tax returns), over (ii) the Rent
accruing during such year in respect of the subleased space (at the rate per
square foot payable by Tenant hereunder) pursuant to the terms hereof.

                        "TRANSACTION EXPENSES", with respect to any assignment
or sublease, shall mean the sum of (i) the out-of-pocket and reasonable
advertising expenses and brokerage commissions paid by Tenant in connection with
the assignment or sublease, plus (ii) the out-of-pocket construction and work
allowance costs paid by Tenant in order to prepare the Premises (or portion
thereof) for the initial occupancy of the assignee or subtenant.

            9.4.2 If Landlord shall consent to any assignment of this Lease,
then, in consideration therefor, Tenant within thirty (30) days after the
effective date of the assignment, shall (i) deliver to Landlord a written
statement, certified by an officer of Tenant, setting forth the Assignment
Consideration and the Transaction Expenses with respect to such assignment, and
(ii) pay to Landlord, as Additional Charges, an amount equal to fifty percent
(50%) of the excess of the Assignment Consideration over the Transaction
Expenses.

            9.4.3 If Landlord shall consent to any sublease of all or any
portion of the Premises, then, in consideration therefore Tenant, within thirty
(30) days after the close of each calendar year during the Term in which such
sublease is in effect, shall (i) deliver to Landlord a written statement,
certified by an officer of Tenant, setting forth the Sublease Consideration for
such calendar year during the Transaction Expenses with respect to such
sublease, and (ii) either retain or pay to Landlord the Sublease Consideration
for such year, in accordance with the following: first, Tenant may retain the
entire Sublease Consideration for such year to the extent of the Transaction
Expenses incurred with respect to such sublease (except to the extent Tenant
retained amounts under this clause first in prior years); and second, Tenant
shall pay to Landlord an amount equal to fifty percent (50%) of the balance of
the Sublease Consideration for such year.

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9.5         Miscellaneous.

            9.5.1 Notwithstanding any assignment or transfer of this Lease, and
notwithstanding the acceptance of Rent by Landlord from an assignee, transferee,
or any other party, Tenant shall remain fully liable for the payment of Rent and
for the performance and observance of all other obligations of this Lease on the
part of Tenant to be performed or observed. Tenant's liability shall be joint
and several with any immediate and remote successors in interest of Tenant, and
such joint and several liability in respect of Tenant's obligations under this
Lease shall not be discharged, released or impaired in any respect by any
agreement or stipulation made by Landlord extending the time of, or modifying
any of the obligations of, this Lease, or by any waiver or failure of Landlord
to enforce any of the obligations of this Lease.

            9.5.2 All subleases shall be subject and subordinate to this Lease,
and each sublease shall expressly so provide and shall further provide that in
the event this Lease is terminated by Landlord by reason of an Event of Default,
Landlord may, at its option, take over all of the right, title and interest of
Tenant, as sublessor, under such sublease, and such subtenant shall, at
Landlord's option, attorn to Landlord pursuant to the then executory provisions
of such sublease, except that Landlord shall not be (1) liable for any previous
act or omission of Tenant under such sublease, (2) subject to any credit,
offset, claim, counterclaim, demand or defense which such subtenant may have
against Tenant, or responsible for any monies owing by Tenant to the subtenant,
(3) bound by any previous prepayment of more than one (1) month's rent, (4)
bound by any previous modification of such sublease (made without Landlord's
consent), (5) bound by any covenant to undertake or complete any construction in
the Premises or any part thereof, (6) required to account for any security
deposit of the subtenant other than any security deposit actually delivered to
Landlord by Tenant, or (7) required to remove any person occupying the Premises
or any part thereof. No sublease shall be for a term ending later than one day
prior to the Expiration Date. Each sublease shall provide that the subtenant may
not assign its rights thereunder or further sublet the space demised under the
sublease, in whole or in part, without Landlord's consent and shall include
provisions substantially the same as the provisions of Section 9.5.3 hereof. If
an Event of Default shall occur, then Landlord, thereafter at its option and
without waiving any such default, may collect Rent from any then existing
subtenant of the Premises. Notwithstanding any subletting by Tenant, and
notwithstanding the acceptance of Rent by Landlord from any subtenant, Tenant
shall and will remain fully liable for the payment of the Rent, for the
performance and observance of all other obligations of this Lease on the part of
Tenant to be performed or observed, and for all acts or omissions of any
subtenant (or anyone claiming under or through any subtenant which shall be in
violation of any of the terms and conditions of this Lease, each such violation
being deemed to be a violation by Tenant.

            9.5.3 For purposes of this Lease, (i) a change in control of Tenant
(or of any subtenant of Tenant) shall be deemed an assignment of this Lease (or
of such sublease), (ii) a "take-over agreement" pursuant to which one or more
persons shall agree to assume the obligations of Tenant hereunder in
consideration of Tenant leasing space in another building shall be deemed an
assignment of this Lease, and (iii) a modification, unendment or extension of a
sublease shall be deemed a sublease.

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            9.5.4 In no event shall Tenant ever (i) advertise or publicize in
any way the availability of the Premises without prior notice to and approval by
Landlord (which approval shall not be unreasonably withheld, conditioned or
delayed), nor shall any advertisement state the name (as distinguished from the
address) of the Building or the proposed rental, (ii) list the Premises for
subletting, whether through a broker, agent, representative, or otherwise at a
rental rate less than the greater of (1) the Rent payable hereunder for such
space, or (2) the rental rate at which Landlord is then offering to lease other
space in the Building.

            9.5.5 If Landlord exercises any of its Recapture Options then
Landlord, thereafter, shall be free to, and shall have no liability to Tenant if
it shall, enter into a lease, sublease, assignment or other transaction with
Tenant's proposed assignee or subtenant or any other person concerning the whole
or any portion of the Premises or otherwise. If Landlord shall exercise any of
its Recapture Options, or if, after failing to exercise any of its Recapture
Options, Landlord shall decline to give its consent to any proposed assignment
or sublease, then, in any such case, Tenant shall indemnify, defend and hold
harmless Landlord against and from any and all loss, liability, damages, costs
and expenses (including reasonable counsel fees) resulting from any claims that
may be made against Landlord by the proposed assignee or subtenant or by any
brokers or other persons claiming a commission or similar compensation in
connection with the proposed assignment or sublease.

            9.5.6 Notwithstanding anything contained hereinto the contrary,
without Landlord's consent but upon notice to Landlord, Tenant may assign this
Lease or sublet all or a portion of the Premises to (and Landlord shall not be
entitled to exercise its Recapture Options and the provisions of Section 9.4
hereof shall not apply with respect thereto):

                        (a) Tenant's parent entity or any wholly owned
subsidiary or affiliate of Tenant or Tenant's parent entity;

                        (b) a corporation or other entity acquiring all of the
assets of Tenant;

                        (c) any successor of Tenant by a sale of the stock of
Tenant or by consolidation, merger or other corporate action;

                        (d) the initial public offering of stock or other
interest in Tenant; or

                        (e) any trading of Tenant's securities on any nationally
recognized securities exchange, NASDAQ or other securities system on which it is
listed.

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                        ARTICLE 10 - SURRENDER; HOLDOVER

10.1        Surrender.

            Upon the expiration or any earlier termination of this Lease, Tenant
shall fully vacate and surrender the Premises to Landlord in accordance with the
provisions of this Lease (including Article 5 hereof), "broom-clean" and in good
order, condition and repair, reasonable wear and tear excepted.

10.2        Holdover.

            If Tenant shall fail to vacate and surrender the Premises upon due
expiration or earlier termination of this Lease, then, throughout the period
commencing on such expiration or earlier termination and continuing until Tenant
shall fully vacate and surrender the Premises (such period being herein called
the "HOLDOVER PERIOD"), Tenant shall be deemed a holdover tenant and shall be
liable to Landlord for rent, or a charge in respect of use and occupancy, at a
per diem rate, for each day of the Holdover Period, equal to one and one half
(1.5) times the average per diem rate of Fixed Rent payable by Tenant during the
last year of the Term( i.e., the year immediately prior to the Holdover Period),
plus all Additional Charges allocable to the Holdover Period. In addition to the
foregoing, Landlord shall be entitled to recover from Tenant any losses or
damages arising from such holdover. Nothing herein shall be deemed to grant
Tenant any right to holdover, and in no event shall the acceptance of any rent
preclude Landlord from commencing and prosecuting any holdover or eviction
proceeding.

               ARTICLE 11 - DEFAULT BY TENANT; LANDLORD'S REMEDIES

11.1        Events of Default.

            Each of the following events shall constitute an "EVENT OF DEFAULT":

            (a) If Tenant shall default in the payment of any Rent, and such
default shall continue for five (5) days.

            (b) If Tenant shall, whether by action or inaction, be in default of
any of its obligations under this Lease (other than a default in the payment of
Rent) and such default shall continue and not be remedied as soon as practicable
and in any event within thirty (30) days after Landlord shall have given to
Tenant a notice specifying the same, or, in the case of a default which cannot
with due diligence be cured within a period of thirty (30) days, if Tenant shall
not (x) within such thirty (30) day period advise Landlord of Tenant's intention
to take all steps necessary to remedy such default, (y) duly commence within
such 30-day period, and thereafter diligently prosecute to completion, all steps
necessary to remedy the default, and (z) complete such remedy within a
reasonable time after the date of such notice of Landlord.

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            (c) If this Lease or the estate hereby granted or the unexpired
balance of the Term, by operation of law or otherwise, devolve upon or pass to
any person or entity other than Tenant, except as expressly permitted by Article
9 hereof.

            (d) If Tenant shall vacate or abandon the Premises (and the fact
that any of Tenant's Property remains in the Premises shall not be evidence that
Tenant has not vacated or abandoned the Premises).

            (e) If (i) Tenant shall commence a case in bankruptcy, or under the
insolvency laws of any state, naming Tenant as a debtor, or (ii) any other
person shall commence a case in bankruptcy, or under the insolvency laws of any
state, naming Tenant as a debtor, and such case shall not have been discharged
within sixty (60) days of the commencement thereof, or (iii) Tenant shall make
an assignment for the benefit of creditors or any other arrangement involving
all or substantially all of its assets under any state statute, or (iv) a
receiver or trustee shall be appointed for Tenant or for all or any portion of
the property of Tenant in any proceeding, which receivership shall not have been
set aside or otherwise stayed within sixty (60) days of such appointment.

11.2        Termination, Re-Entry, Damages, Etc..

            11.2.1 This Lease and the estate hereby granted are subject to the
limitation that if an Event of Default shall occur, then, in any such case,
Landlord may give to Tenant a notice of intention to terminate this Lease and
the Term as of the fifth (5th) day after the giving, of such notice, and, in
which event, as of such fifth (5th) day, this Lease and the Term shall terminate
with the same effect as if such day was the Expiration Date, but Tenant shall
remain liable for damages as hereinafter provided.

            11.2.2 If this Lease shall be terminated as provided in Section
11.2.1 above, Landlord, or its agents or employees, may reenter the Premises at
any time and remove therefrom Tenant and all Tenant Parties, together with any
of its or their property, either by summary dispossess proceedings or by any
suitable action or proceeding at law. In the event of such termination, Landlord
may repossess and enjoy the Premises. Landlord shall be entitled to the benefits
of all provisions of law respecting the speedy recovery of lands and tenements.
Tenant waives any rights to the service of any notice of Landlord's intention to
re-enter provided for by any present or future law. Landlord shall not be liable
in any way in connection with any action it takes pursuant to the foregoing.
Notwithstanding any such re-entry, recession, dispossession or removal, if this
Lease is terminated prior to the Expiration Date by reason of an Event of
Default, Tenant's liability under the provisions of this Lease shall continue
until the date the Term would have expired had such termination not occurred.

            11.2.3 In any case of termination of this Lease, or re-entry or
repossession of the Premises, whether the same is the result of the institution
of summary or other proceedings, Tenant shall remain liable (in addition to
theretofore accrued liabilities) to the extent legally permissible for: (1) the
Rent, together with (A) all other charges provided for herein until the date
this Lease would have expired

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had such termination, re-entry or repossession not occurred, (B) all expenses
which Landlord may incur in (1) re-entering or repossessing the Premises, (2)
making good any default of Tenant, (3) painting, altering or dividing the
Premises, combining the same with other space, or placing the same in proper
repair, (4) protecting and preserving the Premises by placing therein watchmen
and caretakers, (C) all expenses which Landlord may incur in reletting the
Premises (including reasonable attorneys' fees and disbursements, marshall's
fees and brokerage fees), and (D) any expenses which Landlord may incur during
the occupancy of any new tenant, less (II) the proceeds of any reletting. Tenant
agrees to pay to Landlord the difference between items (I) and (II) hereinabove
with respect to each month, at the end of such month. Any suit brought by
Landlord to enforce collection of such difference for any one month shall not
prejudice Landlord's right to enforce the collection of any difference for any
subsequent month. In addition to the foregoing, Tenant shall reimburse Landlord
all reasonable attorneys' fees and disbursements incurred by Landlord with
respect to any such action or proceeding to collect such difference and/or any
action or proceeding to otherwise collect any rent and/or to enforce any of
Tenant's other obligations under this Lease and/or any summary or other
dispossess proceedings.

            11.2.4 Landlord may, in its sole discretion, relet the whole or any
part of Premises for the whole or any part of the unexpired Term, or longer, or
from time to time for shorter periods, for any rental it wishes and giving such
concessions of rent and making such special repairs, alterations, decorations
and paintings for any new tenant as it may in its sole and absolute discretion
deem advisable, and Landlord may collect and receive the rents thereunder. In no
event shall Landlord ever be obligated to relet or to attempt to relet the
Premises or any part thereof.

            11.2.5 If, after a termination of this Lease as aforesaid, Landlord,
in its sole discretion, so elects, Tenant shall pay Landlord, on demand, as
liquidated and agreed final damages, the present value (calculated at a discount
rate of 6 %) of (i) the Rent and all other charges which would have been payable
by Tenant from the date of such demand to the date that this Lease would have
expired if it had not been terminated as aforesaid, less (ii) the sum of (a) the
amount Landlord reasonably determines Landlord will receive in reletting the
Premises for the unexpired Term minus (b) Landlord's reasonable estimate of the
costs of so reletting the Premises (including but not limited to costs of tenant
improvements and other leasing incentives or concessions, leasing commissions,
and lease preparation). Upon payment of such liquidated and agreed final
damages, Tenant shall have no further liability with respect to the period after
the date of such demand.

11.3        Late Payments of Rent.

            If Tenant shall fail to pay any Rent within ten (10) days after the
due date therefor, then Tenant, in addition to such Rent, shall pay Landlord a
late charge of five (5) cents for each dollar of the amount of Rent not so paid.
In addition, if any such failure to pay Rent shall continue for a period of
fifteen (15) days after notice thereof to Tenant, then the past due Rent shall
bear interest at the Interest Rate, from the expiration of such fifteen (15) day
period until paid. The amount of any such late charge and/or interest shall each
be an Additional Charge hereunder and shall be payable upon demand. The
assessment and receipt of late charges and interest as aforesaid shall be in
addition to,

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and shall in no way be deemed to limit, any other rights and remedies Landlord
may have under this Lease or otherwise for non-payment of Rent.

11.4        Landlord's Cure and Enforcement Rights.

            11.4.1 If Tenant shall default in the performance of any of Tenant's
obligations under this Lease, Landlord, without thereby waiving such default,
may (but shall not be obligated to) perform the same for the account and at the
expense of Tenant, without notice in any case of emergency, and, in any other
case, if such default continues after notice to Tenant thereof and after the
expiration of the applicable grace period set forth herein, if any.

            11.4.2 Tenant, upon demand, shall reimburse Landlord for any
reasonable expenses incurred by Landlord (including reasonable attorneys' fees)
pursuant to, or in connection with, (i) any performance by Landlord for the
account of Tenant pursuant to Section 11.4.1 above, or (ii) collecting or
endeavoring to collect Rent or any component thereof, or enforcing or
endeavoring to enforce any of Landlord's rights against Tenant hereunder or any
of Tenant's obligations hereunder, together, in either case, with interest
thereon, at the Default Rate (as hereinafter defmed), from the date that such
expenses were incurred by Landlord to the date that the same are reimbursed to
Landlord by Tenant.

11.5        Additional Remedies.

            The specific remedies granted to Landlord under this Lease are
cumulative and are not intended to be exclusive of each other or of any other
remedies which may be available to Landlord at law or in equity. Landlord may
exercise any and/or all such rights and remedies (whether Specifically granted
herein or otherwise available to Landlord at law or in equity) at such times, in
such order, to such extent, and as often, as Landlord deems advisable without
regard to whether the exercise of any such right or remedy precedes, is
concurrent with or succeeds the exercise of another such right or remedy.

11.6        Security.

            Tenant, simultaneously herewith (but subject to the provisions of
Section 1.5.6 hereof, shall deposit with Landlord either the cash sum or a
letter of credit in the amount of $511,816.56, as security for the full and
punctual performance by Tenant of all of the terms and conditions of this Lease
(such amount, together with any interest earned thereon, if any, such letter of
credit, and/or any funds drawn by Landlord thereunder being herein called the
"SECURITY DEPOSIT"). In respect thereof, the following provisions shall apply:

            (a) If Tenant defaults hereunder beyond the expiration of any
applicable grace, notice or cure period, Landlord may use, apply or retain the
whole or any part of the Security Deposit to the extent required for the payment
of any Rent or any other sum(s) as to which Tenant is in default or for any
sum(s) which Landlord may expend or may be required to expend by reason of
Tenant's
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default pursuant hereto, including any damages or deficiency with respect to the
reletting of the Premises, whether accruing before or after summary proceedings
or other re-entry by Landlord. In the case of every such use, application or
retention, Tenant shall, on demand, pay to Landlord the sum so used, applied or
retained such that the Security Deposit shall be replenished to its former
amount.

            (b) If Tenant shall fully and punctually comply with all of the
terms and conditions of this Lease, then the Security Deposit (or portion
thereof to which Tenant is entitled) shall be returned or paid over to Tenant
(i) one half (1/2) within fifteen (15) days after the expiration or termination
of this Lease and the surrender of the Premises to Landlord in accordance
herewith (provided, if the Security Deposit is a letter of credit, that Tenant
has theretofore given to Landlord a replacement letter of credit in the amount
of the remaining one half (1/2) of the Security Deposit) and (ii) one half (1/2)
within ninety (90) days after the expiration or termination of this Lease and
the surrender of the Premises to Landlord in accordance herewith.

            (c) in the event of a sale or lease of the Building (or the portion
thereof containing the Premises), Landlord shall have the right to transfer the
security to the vendee or lessee, and Landlord shall, upon such transfer and the
assumption in writing by such vendee or lessee of the Security Deposit and
Landlord's obligations hereunder, be released by Tenant from all liability for
the return of such security and Tenant agrees to look solely to the new landlord
for the return thereof. Except in connection with a permitted assignment of this
Lease, Tenant shall not assign or encumber or attempt to assign or encumber the
monies deposited as security and Landlord shall not be bound by any such
assignment, encumbrance or attempted assignment or encumbrance.

            (d) Provided Tenant is not then in default hereunder beyond any
applicable notice or cure period, the Security Deposit shall be reduced to
$255,908.28 upon (i) Tenant's occupancy of the Premises and commencement of
conduct of normal business operations therein and (ii) Tenant's payment of Fixed
Rent for the first (1st) full calendar month for which Fixed Rent is payable by
Tenant following exhaustion of the rent concession described in Section 2.2.3
hereof (provided, if the Security Deposit is a letter of credit, that Tenant
provides to Landlord a replacement letter of credit in the applicable reduced
amount prior to such reduction).

            (e) Tenant shall, promptly after the end of each fiscal year of
Tenant (such fiscal year expiring on March 31), deliver to Landlord Tenant's
financial statement current through the end of such fiscal year, prepared and
certified by Tenant's certified public accountants, and such other proof as
Landlord may reasonably require to confirm Tenant's gross sales for such fiscal
year. If Tenant's gross sales for such fiscal year just ending, as indicated by
such financial statement and other proof. exceeded $75,000,000.00, and Tenant is
not then in default under this Lease beyond the expiration of any applicable
grace notice or cure period, the Security Deposit shall be reduced to (or if
previously so reduced, shall remain at) $127,954.14 (provided, if the Security
Deposit is a letter of credit, that Tenant provides to Landlord a replacement
letter of credit in the applicable reduced amount prior to such reduction). If
Tenant's gross sales for such fiscal year just ending, as indicated bv such
financial statement and other proof, did not exceed $75,000,000.00, or if Tenant
fails to
                                       46

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provide such financial statement and other information within ninety (90) days
after the end of such fiscal year, the Security Deposit shall be increased to
(or shall, if then at such amount, remain at) $255,908.28 (and Tenant shall
immediately pay to Landlord sufficient funds to so increase the Security Deposit
or a replacement letter of credit in such increased amount).

            (e) If the Security Deposit is a letter of credit, the provisions of
this subparagraph (e) shall apply. The letter of credit shall be issued by a
reputable banking institution having an office in New Jersey and shall be
presentable for payment at an office of such institution located in New Jersey.
Tenant shall deliver to Landlord at least thirty (30) days prior to the
expiration of the letter of credit a replacement letter of credit issued by the
same financial institution as issued the expiring letter of credit (or such
other reputable banking institution as is reasonably acceptable to Landlord), in
the same form as the expiring letter of credit (or in such other form as is
acceptable to Landlord). If Tenant fails to timely deliver any such replacement
letter of credit, such failure shall, without the need for any additional notice
from Landlord, constitute an Event of Default under this Lease. The letter of
credit shall be irrevocable, shall name Landlord and any successor-in-interest
of Landlord as beneficiary, shall be unconditional except as to require a sight
draft drawn on the issuing bank to be tendered by the beneficiary at said bank's
office, and shall otherwise be in such form as may be required by Landlord. The
term "letter of credit" shall mean the original letter of credit delivered to
Landlord and each replacement thereof delivered to Landlord during the Term of
this Lease.

11.7        Lien on Personal Property.

            Landlord hereby waives its statutory, common law or any other, lien
or right of distraint that Landlord as now or which may in the future become
available to it with regard to Tenant's Property. Landlord agrees, upon the
request of Tenant, to enter into an agreement with Tenant's lender, in a form
reasonably acceptable to Landlord, confirming the waiver stated in the preceding
sentence with respect to Teaant's Property and stating that Landlord will, in
the event of a default by Tenant under its agreement with its lender, allow such
lender to have reasonable access, in accordance with such agreement and on terms
reasonably acceptable to Landlord, to the Premises in order for such lender to
take possession of Tenant's Property.


                ARTICLE 12 - LIMITATIONS ON LAINDLORD'S LIABILITY

12.1        Limitation to Landlord's Estate.

            Tenant shall look only to Landlord's estate and property in the Real
Property for the satisfaction of Tenant's remedies, or for the collection of
judgment (or other judicial process), against Landlord hereunder, and no other
property or assets of Landlord or any Landlord Party shall be subject to levy,
execution or other enforcement procedure or the satisfaction of Tenant's
remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder or Tenant's use or occupancy of the Premises.

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12.2        No Liability For Certain Damages, Etc.

            Landlord shall have no liability to Tenant for (a) any damage or
loss caused by other tenants or other persons in, upon or about the Real
Property, or caused by operations in construction of any public or quasi-public
work, or (b) except to the extent caused by Landllord's negligence or willful
misconduct, any other loss or damage to persons or property (including any
property of Tenant or any Tenant Party). Further, Landlord, even if negligent,
shall not be liable to Tenant for consequential damages, whether arising out of
any loss of use of the Premises or any Tenant Improvements or other Tenant's
Property therein or otherwise.

12.3        Events of Force Majeure

            Landlord shall have no liability to Tenant if Landlord is unable to
fulfill, or is delayed in fulfilling, any of its obligations under this Lease by
reason of one or more Events of Force Majeure.

12.4        Withholding of Consents/Approvals.

            If Tenant shall request Landlord's consent or approval and Landlord
shall fail or refuse to give such consent or approval, Tenant shall not be
entitled to any damages for any withholding by Landlord of its consent or
approval, it being intended that Tenant's sole remedy shall be an action for
specific performance or injunction, and that such remedy shall be available only
in those cases where Landlord has expressly agreed in writing not to
unreasonably withhold its consent or where as a matter of law Landlord may not
unreasonably withhold its consent or approval.

                        ARTICLE 13 - GENERAL DEFINITIONS

13.1        General Definitions.

            For purposes of this Lease, the following terms shall have the
meanings indicated:

            "AFFILIATE", of any person, shall mean a corporation, partnership or
other entity which controls, is controlled by or is under common control with
such person.

            "BASE BUILDING" shall mean (i) the structural elements of the
Building, (ii) the walkways, plazas, outdoor stairways and all other
improvements and/or landscaping on the Land, (iii) the pedestrian, freight and
service entrances to the Building, (iv) the Public Areas and all improvements,
fixtures and equipment therein, (v) the Building's utility and other mechanical
rooms and closets (including electrical, telephone and janitorial rooms and
closets and fan rooms) and the Building's equipment, storage and service rooms
and areas, and all improvements, fixtures and equipment therein, (vi) the
Building's columns, shafts, stacks, pipes, ducts and other conduits, (vii) the
Building Systems and all other facilities and equipment which are used for the
provision of Building Services (whether or not located in the Premises);
excluding, however, in all events, the Premises, Tenant's

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Improvements and Tenant's Property as well as other leasable areas of the
Building and the improvements and betterments, and the moveable personal
property, of other tenants of the Building.

            "BUILDING SYSTEMS" shall mean all the electrical, HVAC, mechanical,
chilled/condenser water, sanitary, sprinkler, utility, power, plumbing,
cleaning, fire control, alarm and prevention systems, elevator, escalator,
window washing, waste compacting and removal, lighting, life safety, security
and other systems of the Building (together with all related equipment), brought
to (and including), but not beyond, the point of distribution or connection to
the Premises or to Tenant's Improvements, provided, that all components of the
Building's sprinkler system up to and including the main sprinkler loop on each
floor (but excluding the sprinkler heads) and all components of the Building's
plumbing system in or serving the Core Lavatories shall be deemed to be included
in within the term "Building Systems"; excluding, however, in all events,
Tenant's Improvements and Tenant's Property as well as the improvements and
betterments, and the moveable personal Droperty, of other tenants of the
Building.

            "CONTROL" shall mean (i) in the case of a corporation, either (A)
ownership or voting control, directly or indirectly, of at least fifty (50 %)
percent of all the voting stock, or (B) the power to direct the management and
policies of such corporation, (ii) in case of a partnership or joint venture,
either (x) ownership, directly or indirectly, of at least fifty (50%) percent of
all the general or other partnership (or similar) interests therein, or (y) the
power to direct the management and policies of such partnership or joint
venture, and (iii) in the case of any other entity, either (x) ownership,
directly or indirectly, of at least fifty (50%) percent of all the equity or
other beneficial interest(s) therein, or (y) the power to direct the management
and policies of such entity.

            "CORE LAVATORIES" shall mean the Building's core lavatories
(including all toilets, urinals, partitions, flooring, tiling, sinks, piping,
counters and other equipment therein from time to time).

            "DEFAULT RATE" shall mean an interest rate equal to the Interest
Rate, Plus four percent (4%) per annum.

            "EVENT OF FORCE MAJEURE" shall mean (1) any strike, lock-out or
other labor trouble, governmental preemption of priorities, or other controls in
connection with a national or other public emergency, or any shortage of
materials, supplies or labor, or (ii) any failure or defect in the supply,
quantity or character of electricity, water, oil, gas, steam or other utility
furnished to the Premises, by reason of any Legal Requirement or any
requirement, act or omission of the public utility or other person(s) serving
the Building with electricity, water, oil, gas, steam or other utility, or (iii)
any accident, fire or other casualty, or other act of God, or (iv) any other
event, whether similar or dissimilar, beyond Landlord's reasonable control.

            "GOVERNMENTAL AUTHORITY" shall mean the United States, the State of
New Jersey, the Township of Piscataway, and/or any political subdivision thereof
any thereof, and/or any agency, department, commission, board or instrumentality
of any thereof.

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            "INSURANCE REQUIREMENTS" shall mean all orders, rules, regulations,
requirements, policies or recommendations of any board of fire underwriters,
fire rating organization, insurance rating organization any other body
exercising the same or similar functions to the foregoing (collectively,
insurance rating organizations) which have jurisdiction over, or otherwise make
rates or findings in respect of, all or any part of the Real Property.

            "INTEREST RATE" shall mean an interest rate equal to two percent
(2%) above the so-called annual "BASE RATE" of interest established and approved
by The Bank of New York, from time to time, as its interest rate charged for
unsecured loans to its corporate customers, but in no event greater than the
highest lawful rate from time to time in effect.

            "LANDLORD" shall mean only the fee owner, at the time in question,
of the Building or that portion of the Building of which the Premises are a
part, or of an Underlying Lease of the Building or that portion of the Building
of which the Premises are a part, so that in the event of any transfer or
transfers of title to the Building or of Landlord's interest in an Underlying
Lease of the Building or such portion of the Building, the transferor shall,
except as otherwise provided for herein, be and hereby is relieved and freed of
all obligations of Landlord under this Lease accruing after such transfer, and
it shall, except as otherwise provided for herein, be deemed, without further
agreement, that such transferee has assumed and agreed to perform and observe
all obligations of Landlord herein during the period it is the holder of
Landlord's interest under this Lease.

            "LANDLORD PARTY" shall mean (1) any principal, partner, member,
officer, stockholder, director, employee or agent of Landlord or of any partner
or member of any partnership constituting Landlord, disclosed or undisclosed,
(2) any Underlying Lessor or any principal, partner, member, officer,
stockholder, director, employee or agent thereof, and (3) any Mortgagee or any
principal, partner, member, officer, stockholder, director, employee or agent
thereof; and "LANDLORD PARTIES" shall have the corresponding plural meaning.

            "LEGAL REQUIREMENTS" shall mean all applicable laws, statutes and
ordinances (including codes, approvals, permits and zoning regulations and
ordinances) and the orders, rules, regulations, interpretations, directives and
requirements of all federal, state, county, city and borough departments,
bureaus, boards, agencies, offices, commissions and other sub-divisions thereof,
or of any official thereof, or of any other governmental, public or quasi-public
authority, whether now or hereafter in force.

            "PERSON" shall mean any natural person or persons, a partnership, a
corporation, and any other form of business or legal association or entity.

            "PUBLIC AREAS" shall mean, collectively, the areas of the Real
Property which, from time to time, are open to the public as means of ingress
and egress to and from the Building and the various parts thereof, including the
public walkways on the Land, the Building's public street entrances, the
Building's ground floor and other public lobbies (and, with respect to any
multi-tenanted floor, any common elevator lobbies thereon), the Building's
public hallways, corridors and passages (and, with

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<PAGE>



respect to any multi-tenanted floor, any common corridors thereon), the
Building's public stairways, and, with respect to any multi-tenanted floor, the
Core Lavatories thereon serving more than one Tenant.

            "REAL PROPERTY" shall mean, collectively, the Building, inclusive of
the Base Building, and all improvements, fixtures, facilities, machinery and
equipment comprising a part of, or located in or used in the operation of, the
Building (including without rotation all improvements and betterments of
tenants), as well as all personal property located in the Building which is used
in the operation thereof, the Land, the curbs, sidewalks and plazas immediately
adjoining the Land, and all easements, air rights, development rights and other
appurtenances to the Building and/or the Land.

            "STRUCTURAL ELEMENTS", of the Building, shall mean the Building's
roof, roof terraces, slabs, beams, columns, girders and other structural members
and connections, as well as the Building's exterior walls, window frames and
windows and all other parts of the Building's structure and supports.

            "TENANT" shall mean the Tenant herein named or any assignee or other
successor in interest (immediate or remote) of the Tenant herein named, which at
the time in question is the owner of the Tenant's estate and interest granted by
this lease; but the foregoing provisions of this subsection shall not be
construed to permit any assignment of this lease or to relieve the Tenant herein
named or any assignee or other successor in interest (whether immediate or
remote) of the Tenant herein named from the full and prompt payment, performance
and observance of the covenants, obligations and conditions to be paid,
performed and observed by Tenant under this lease.

            "TENANT PARTY" shall mean (1) any principal, partner, member,
officer, stockholder, director, employee or agent of tenant or of any partner or
member of any partnership constituting Tenant, disclosed or undisclosed, or (2)
any subtenant of Tenant or any other party claiming by, through or under Tenant,
or any principal, partner, member, officer, stockholder, director, employee or
agent of such subtenant or such other party; and "Tenant Parties" shall have the
corresponding plural meaning.

            "UNTENANTABLE", when used with respect to the Premises, or any
portion thereof, shall mean that the Premises, or such portion thereof, is not
capable of being occupied by Tenant (or any Tenant Party) for the purposes
demised hereunder (and, accordingly, that the Premises, or such portion thereof,
is not being occupied by Tenant (or any Tenant Party) for the purposes demised
hereunder); and "TENANTABLE", when used with respect to the Premises, or any
portion thereof, shall mean that the Premises, or such portion thereof, are not
untenantable.

13.2        Terms, Phrases and References.

            In addition, as used in this Lease, the following terms, phrases and
references, shall have the meanings indicated:


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            (a) The term "ALTERATIONS" shall include additions, deletions,
improvements and/or any other chances.

            (b) The phrase "AND/OR" when applied to one or more matters or
things shall be construed to apply to any one or more or all thereof as the
circumstances warrant at the time in question.

            (c) The terms "HEREIN," "HEREOF" and "HEREUNDER," and words of
similar import, shall be construed to refer to this Lease as a whole, and not to
any particular Article or Section, unless expressly so stated.

            (d) The term "INCLUDING", whenever used herein, shall mean
"including, without limitation", except in those instances where it is expressly
provided otherwise.

            (e) The term "REPAIRS" shall include, as appropriate, replacements.

            (f) The provisions of this Lease which (i) provide that "LANDLORD
SHALL HAVE NO LIABILITY TO TENANT" for any act, omission or other event, (ii)
provide that any act, omission or other event shall be "WITHOUT LIABILITY ON THE
PART OF LANDLORD", (iii) provide that Landlord may perform an act or exercise a
right, or permit another person to do so, "WITHOUT INCURRING ANY LIABILITY TO
TENANT THEREFOR", or (iv) provide, with words of similar import, that Landlord
is similarly not liable to Tenant for a given act, omission or other event,
shall, in the case of each such provision, mean that (x) Tenant shall not be
entitled to terminate this Lease, or to claim actual or constructive eviction,
partial, or total, or to receive any abatement or diminution of Rent, or to be
relieved in any manner of any of its other obligations hereunder, and (y)
neither Tenant nor any Tenant Party shall have any claim (of any kind or nature
whatsoever, at law or in equity) against Landlord or any Landlord Party (or
otherwise be entitled to any compensation from Landlord or any Landlord Party)
for any loss or injury suffered by reason of such act, omission or other event.

                           ARTICLE 14 - MISCELLANEOUS

14.1        Notices.

            Any notice, statement, demand, consent, approval or other
communication required or permitted to be given, rendered or made by either
Landlord or Tenant pursuant to this Lease (collectively, "notices") shall be in
writing and shall be deemed to have been properly given, rendered or made only
if sent by (i) registered or certified mail, return receipt requested, posted in
a United States post office station or letter box in the States of New York or
New Jersey (in which event such notice shall be deemed to have been given,
rendered or made on the third (3rd) Business Day after the day, so mailed), or
(ii) overnight courier service (in which event such notice shall be deemed to
have been given, rendered or made when delivered), and to the other party at the
address(es) hereinabove set forth at the beginning of this Lease (except that,
after the Commencemenr Date, the address for Tenant shall be the Premises), and
in the case of a notice to Landlord, with copies to:

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<PAGE>



                        Linque Management Company, Inc.
                        30l Route 17 North, 9th Floor
                        Rutherford, New Jersey 07070
                        Attn:  Joel J. Bergstein, Vice President

                        and to:

                        Earp Cohn P.C.
                        222 Haddon Avenue
                        Westmont, New Jersey 08108
                        Attn: Richard B. Cohn, Esquire

and in the case of a notice to Tenant, with a copy to:

                        Parker Chapin Flattau & Klimpl, LLP
                        1211 Avenue of the Americas
                        New York, New York 10036
                        Attn: James Alterbaum, Esquire

Either party may, by notice as aforesaid, designate a different address or
addresses for notices intended for it.

14.2        Brokerage.

            14.2.1 Tenant covenants, warrants and represents to Landlord that no
broker, other than Insignia/ESG, Inc., and Linque Management Company, Inc.
(together, "BROKER"), was instrumental in bringing about or consummating this
Lease and that Tenant has had no conversations or negotiations with any broker
except Broker concerning the leasing of the Premises. Tenant agrees to indemnify
and hold harmless Landlord against and from any claims for any brokerage
commissions and all costs, expenses and liabilities in connection therewith,
including, without limitation, attorneys' fees and expenses, arising out of any
conversations or negotiations had by Tenant with any broker other than Broker.
Landlord agrees to pay Broker pilrsuant to a separate agreement or agreements.

            14.2.2 Landlord covenants, warrants and represents to Tenant that no
broker, other than Broker, was instrumental in bringing about or consummating
this Lease and that Landlord has had no conversations or negotiations with any
broker except Broker concerning the leasing of the Premises. Landlord agrees to
indemnify and hold harmless Tenant against and from any claims for any brokerage
commissions and all costs, expenses and liabilities in connection therewith,
including, without limitation, attorneys' fees and expenses, arising out of any
conversations or negotiations had by Landlord with any broker, including Broker.


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14.3        Estoppel Certificates.

            Tenant, at any ime and from time to time, on or prior to the tenth
(10th) day following a written request by Landlord, shall execute and deliver to
Landlord (and/or to a party designated by Landlord) a statement (i) certifying
that this Lease is unmodified and in full force and effect (or if there have
been modifications, that the same is in full force and effect as modified and
stating the modifications), (ii) certifying to the Commencement Date, Expiration
Date, and the dates to which Rent has been paid, (iii) stating whether or not,
to the best knowledge of Tenant, Landlord is in default in performance of any of
its obligations under this Lease (and, if so, specifying each such default of
Tenant shall have knowledge), and (iv) stating whether or not, to the best
knowledge of Tenant, any Event of Default has occurred which is then continuing
(or any event has occurred which with the giving of notice or passage of time,
or both, would constitute an Event of Default), and, if so, specifying each such
event. Tenant also shall include or confirm in any such statement such other
information concerning this Lease as Landlord may reasonably request. Upon
Tenant's request, Landlord shall provide Tenant and/or Tenant's lender, assignee
or subtenant with a similar certificate executed by Landlord or a party
designated by Landlord.

14.4        Affirmative Waivers.

            Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any matter
whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
including any claim of injury or damage, and any emergency and other statutory
remedy with respect thereto. Tenant shall not interpose any counterclaim of any
kind in any action or proceeding ommenced by Landlord to recover possession of
the Premises. Tenant hereby waives any right of redemption or similar right that
it may have with respect to this Lease after the termiantion hereof.

14.5        No Waivers.

            14.5.1 No delay or omission by Landlord in exercising a right or
remedy shall exhaust or impair such right or remedy or constitute a waiver of,
or acquiescence in, any default by Tenant. A single or partial exercise of a
right or remedy shall not preclude a further exercise thereof, or the exercise
of another right or remedy, from time to time.

            14.5.2 The receipt by Landlord of Rent with knowledge of any default
by Tenant shall not be deemed a waiver of such default, and no provision of this
Lease, or anv default by Tenant hereunder, shall be deemed to have been waived
by Landlord unless such waiver be in writing signed by Landlord.

            14.5.3 No payment by Tenant or receipt by Landlord of a lesser
amount than the Rent herein stipulated shall be deemed to be other than on
account of the stipulated Rent. No endorsement or statement of any check or any
letter accompanying any check or payment as rent shall be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to

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Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.

14.6        No Representations.

            Tenant expressly acknowledges and agrees that Landlord has not made
and is not making and Tenant, in executing and delivering this Lease, is not
relying upon, any warranties, representations, promises or statements, except to
the extent that the same are expressly set forth in this Lease.

14.7        Memorandum of Lease.

            Tenant shall not record this Lease or any memorandum hereof.

14.8        Partnership Tenant.

            If, at anytime during the Term, Tenant shall be a partnership (or be
comprised of two (2) or more persons) (any such partnership and/or such persons
being herein called "Partnership Tenant"), then the liability of each of the
parties comprising Partnership Tenant (whenever such parties shall be admitted
or become partners) shall be joint and several.

14.9        Authority of Parties.

            Tenant represents and warrants that this Lease has been duly
authorized, executed and delivered by Tenant and constitutes the legal, valid
and binding obligation of Tenant. Landlord represents and warrants that this
Lease has been duly authorized, executed and delivered by Landlord and
constitutes the legal, valid and binding obligation of Landlord.

14.10       Governing Law; Arbitration.

            14.10.1 This Lease shall be governed by, and construed in accordance
with, the laws of the State of New Jersey.

            14.10.2 Any controversy or claim arising out of or relating to this
Lease, or any breach or alleged breach thereof (except with respect to a failure
by Tenant to pay Rent in accordance with the terms of this Lease, which
specifically shall not be subject to this Section 14.10.2), shall be settled by
arbitration under the Expedited Procedures provisions of the Commercial
Arbitration Rules of the American Arbitration Association, or any successor
organization (the "AAA") (presently Rules 53 through 57 and, to the extent
applicable Rule 19), provided, however, that with respect to any such
arbitration, (a) the list of arbitrators referred to in Rule 54 shall be
returned within five (5) days from the date of mailing, but shall include only
real estate brokers, attorneys and/or appraisers licensed in New Jersey having
at least ten (10) years experience in commercial leasing, (b) the parties shall
notify the AAA by telephone, within four (4) days, of any objections to the
arbitrator appointed and will have no right to object if the arbitrator so
appointed was on the list

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<PAGE>



submitted by the AAA and was not objected to in accordance with the second
paragraph of Rule 54, (c) the notice of hearing, referred to in Rule 55 shall be
four (4) days in advance of the hearing, (d) the hearing shall be held within
seven (7) days after the appointment of the arbitrator, (e) the arbitrator shall
have no right to award damages, (f) the decision and award of the arbitrator
shall be final and conclusive on the parties and (g) judgment may be had on the
decision and award of the arbitrator in any court of competent jurisdiction.

14.11       Entire Agreement; Modifications.

            This Lease represents the entire agreement of the parties, and,
accordingly, all understandings and agreements heretofore had between the
parties are merged in this Lease, which alone fully and completely express the
agreement of the parties. No amendment, surrender or other modification of this
Lease shall be effective unless in writing and signed by the party to be charged
therewith.

14.12       Severability.

            If any provisions of this Lease or the application thereof to any
person or circumstance shall, for any reason and to any extent, be invalid or
unenforceable, the remainder of this Lease and the application of that provision
to other persons or circumstances shall not be affected but rather shall be
enforced to the extent permitted by law.

14.13       Interpretation.

            The table of contents, captions, headings and titles in this Lease
are solely for convenience of references and shall not affect its
interpretation. This Lease shall be construed without regard to any presumption
or other rule requiring construction against the party causing this Lease to be
drafted. Each covenant, agreement, obligation or other provision of this Lease
on Tenant's part to be performed, shall be deemed and construed as a separate
and independent covenant of Tenant, not dependent on any other provision of this
Lease. Whenever in this Lease the singular number is used, the same shall
include the plural, and the masculine gender shall include the feminine and
neuter lenders, and, in each case, vice versa, as the context may require.

14.14       Third Party Beneficiaries.

            The rights in favor of Landlord and Tenant set forth in this Lease
shall be for the exclusive benefit of Landlord and Tenant, respectively, it
being the express intention of the parties that in no event shall such rights be
conferred upon or for the benefit of any third party.

14.15       Submission of Draft Lease.

            The submission of the lease in draft form shall be deemed submitted
solely for each party's consideration and not for acceptance and execution. Such
submission shall have no binding force


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<PAGE>



or effect and shall confer no rights nor impose any obligations, including
brokerage obligations, on either party unless and until both Landlord and Tenant
shall have executed the lease and duplicate originals thereof shall have been
delivered to the respective parties.

14.16       Counterparts.

            This Lease may be executed in several counterparts, all of which
constitute one and the same instrument.

14.17       Relocation.

            INTENTIONALLY DELETED.

                       ARTICLE 15 - ADDITIONAL PROVISIONS

15.1        Renewal Options.

            15.1.1 (a) Tenant, provided this Lease shall then be in full force
and effect, shall have the option (herein called the "FIRST RENEWAL OPTION") to
extend the Term for an additional five (5) year period (the "FIRST RENEWAL
TERM"), which First Renewal Term shall commence on the date immediately
succeeding the Expiration Date, and end on the fifth (5th) anniversary of the
Expiration Date (such anniversary being herein called the "FIRST RENEWAL
EXPIRATION DATE"). The First Renewal Option shall be exercisable only by Tenant
giving Landlord written notice of such exercise (herein called the "FIRST
RENEWAL NOTICE"), which notice shall be received by Landlord not later than the
date that is twelve (12) months prior to the Expiration Date (time being of the
essence). Landlord, at its option, may render the First Renewal Notice null and
void upon notice thereof to Tenant if, at the time that Landlord receives the
same, Tenant shall be in material default under this Lease beyond any applicable
notice and/or cure period.

                        (b) Tenant, provided this Lease shall then be in full
force and effect, shall have the option (herein called the "SECOND RENEWAL
OPTION"; the First Renewal Option and the Second Renewal Option are sometimes
referred to herein individually as a "RENEWAL OPTION") to extend the Term for an
additional five (5) year period (the "SECOND RENEWAL TERM"; the First Renewal
Term and the Second Renewal Term are sometimes referred to herein individually
as a "RENEWAL TERM"), which Second Renewal Term shall commence on the date
immediately succeeding the First Renewal Expiration Date, and end on the fifth
(5th) anniversary of the First Renewal Expiration Date (such anniversary being
herein called the "SECOND RENEWAL EXPIRATION DATE"; the First Renewal Expiration
Date, and the Second Renewal Expiration Date are sometimes referred to herein
individually as a "RENEWAL EXPIRATION DATE"). The Second Renewal Option shall be
exercisable only by Tenant giving Landlord written notice of such exercise
(herein called the "SECOND RENEWAL NOTICE", the First Renewal Notice and the
Second Renewal Notice are sometimes referred to herein individually as a
"Renewal Notice"), which notice shall be received bv Landlord not later than the
date that is twelve (12) months prior to the First Renewal

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<PAGE>



Expiration Date (time being of the essence). Landlord, at its option, may render
the Second Renewal Notice null and void upon notice thereof to Tenant if, at the
time that Landlord receives the same, Tenant shall be in material default under
this Lease beyond any applicable notice and/or cure period.

            15.1.2 If Tenant exercises the Renewal Option in question in
accordance with the terms set forth above, then this Lease shall thereupon be
extended for the Renewal Term in question upon all the same terms, covenants and
conditions as are contained in this Lease and applicable prior to such Renewal
Term, except that for, and during, the Renewal Term in question: (1) the Fixed
Rent shall be the Renewal Term Fixed Rent (as hereinafter defined) for the
Renewal Term in question, as determined as hereinafter set forth; (2) the
Expiration Date shall be the Renewal Expiration Date for the Renewal Term in
question; (3j) any provisions of this Lease setting forth (i) workletter or
other work obligations of Landlord, (ii) work allowances or contributions to be
made by Landlord or (iii) Rent concessions or "free rent" periods, shall not
apply; and (4) the provisions of Section 15.1.1 above relating to Tenant's right
to renew the Term for the Renewal Term in question or any prior Renewal Term
shall not be applicable.

            15.1.3 (a) As used herein, the term "RENEWAL TERM FIXED RENT" for
the Renewal Term in question shall mean a fixed rent payable at a per annum rate
equal to the product of (i) the Renewal Fair Market Fixed Rent for such Renewal
Term, multiplied by (ii) the number of rentable square feet in the Premises.

                        (b) As used herein, the term "RENEWAL FAIR MARKET FIXED
RENT" for the Renewal Term in question shall mean the fixed rent, per rentable
square foot per annum, that a willing tenant would pay and a willing landlord
would accept for a hypothetical lease of the Premises having a 5-year term
(commencing with the commencement of the Renewal Term in question), and
providing for fixed annual rent on a level payment basis throughout such term
(i.e., no step-ups in fixed rent), assuming: (i) that the Premises were being
demised by such hypothetical lease in their "as is" condition as of the date
that Tenant exercised the Renewal Option in question; (ii) that the terms of
such hypothetical lease would (x) include a work allowance or contribution to be
paid by such willing landlord to such willing tenant in an amount equal to the
amount, if any, that Landlord in its Initial Renewal Rent Notice (as hereinafter
defined) has indicated it is willing to provide to Tenant (but Landlord shall
not be obligated to offer to provide any such work allowance or contribution),
(y) include a free rent period during which such willing tenant would not pay
any fixed rent having a duration equal to the free rent period, if any, that
Landlord in its Initial Renewal Rent Notice has indicated it is willing, to
provide to Tenant (but Landlord shall not be obligated to offer to provide any
such free rent period), and (z) otherwise be the same terms and conditions as
are provided for in this Lease for the Renewal Term in question; and (iii) that
such willing landlord would be paying a brokerage commission in respect of such
hypothetical lease equal to the brokerage commission, if any, payable by
Landlord to Broker or any other broker to whom a commission may be owing in
connection with the Renewal Term in question.

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                        (c) During the thirty (30) day period (the "RENEWAL
INITIAL PERIOD") following Tenant's exercise of the Renewal Option in question
(i.e., after Landlord's receipt of the Renewal Notice exercising such Renewal
Option), Landlord and Tenant shall attempt to agree upon the Renewal Term Fixed
Rent for the Renewal Term in question (including any concessions to be provided
in connection therewith), and prior to the expiration of the Renewal Initial
Period Landlord shall give Tenant written notice (the "INITIAL RENEWAL RENT
NOTICE") containing (i) Landlord's determination of the Renewal Term Fixed Rent
for the Renewal Term in question ("LANDLORD'S RENEWAL RENT DETERMINATION"), (ii)
the amount of any work allowance or contribution that Landlord is willing to
provide to Tenant (but Landlord shall not be obligated to offer to provide any
such work allowance or contribution), and (iii) the duration of any free rent
period that Landlord is willing to provide to Tenant (but Landlord shall not be
obligated to offer to provide any such free rent period). If Landlord and Tenant
fail to agree upon the Renewal Fair Market Fixed Rent for the Renewal Term in
question within the Renewal Initial Period, then Tenant may, by written notice
(a "RENEWAL APPRAISAL NOTICE") received by Landlord before the expiration of
twenty (20) days after the expiration of the Renewal Initial Period, elect to
have the Renewal Fair Market Fixed Rent for the Renewal Term in question
determined by appraisal in accordance with the provisions set forth on Exhibit H
annexed hereto. If Landlord fails to provide Tenant with an Initial Renewal Rent
Notice within the Renewal Initial Period, and Tenant gives Landlord a Renewal
Appraisal Notice, then, notwithstanding anything to the contrary contained
herein, Landlord shall pay the reasonable cost obtaining Tenant's Renewal Rent
Determination (as defined in Exhibit H). If Landlord does not receive a Renewal
Appraisal Notice from Tenant before the expiration of such twenty (20) day
period, Tenant and Landlord shall be conclusively deemed to have agreed to
Landlord's Renewal Rent Determination, and the Fixed Rent for the Renewal Term
in question shall equal Landlord's Renewal Rent Determination.

                        (d) Upon the final determination of the Renewal Fair
Market Fixed Rent (by appraisal in accordance with the provisions set forth on
Exhibit H annexed hereto or by agreement of Landlord and Tenant), the Renewal
Term Fixed Rent for the Renewal Term in question shall be finally determined.
If, as of the first day of the Renewal Term in question, the Renewal Fair Market
Fixed Rent shall not have been finally determined, then (i) for the period from
the commencement of the Renewal Term in question until the date that the Renewal
Fair Market Fixed Rent is finally determined (herein called the "RENEWAL
PRE-DETERMINATION PERIOD"), Tenant shall make payments, on account of the
Renewal Term Fixed Rent for the Renewal Term in question (as and when Fixed Rent
is payable under this Lease), in an amount equal to the Fixed Rent in effect
immediately prior to the commencement of the Renewal Term in question, and (ii)
upon the final determination of the Renewal Fair Market Fixed Rent, the Renewal
Term Fixed Rent for the Renewal Term in question shall be finally determined,
and if the payments made by Tenant on account of the Renewal Term Fixed Rent for
the Renewal Term in question during the Renewal Pre-Determination Period were
less than the Renewal Term Fixed Rent for the Renewal Term in question, then
Tenant shall pay to Landlord the amount of such deficiency, within twenty (20)
days after demand therefor. Tenant shall be provided the work allowance, if any,
and free rent period, if any, set forth in the Initial Renewal Rent Notice. Any
such free rent period shall commence on the first (1st) day of the Renewal Term
in question. Any such work allowance shall

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<PAGE>



be paid to Tenant on account of Alterations performed by Tenant in the Premises
in accordance with this Lease during the Renewal Term in question, upon Tenant's
delivery to Landlord of invoices for such Alterations and proof of payment
thereof and that no construction, mechanic's or materialman's liens have been
filed in connection therewith.

            15.1.4 Either party shall, upon the request of the other, execute,
acknowledge and deliver to the other an instrument or instruments in form
reasonably satisfactory to the requesting party confirming, any terms and
conditions of this Lease applicable to either Renewal Option or Renewal Term,
including without limitation whether or not a Renewal Option has been exercised
and the Fixed Rent for a particular Renewal Term, but any failure of either
party to execute, acknowledge and deliver such instrument(s) shall not affect
the validity of any Renewal Term or any of the provisions of this Section 15.1.

15.2        Tenant's Expansion Rights.

            With respect to any portion of the Building not included in the
Premises that is now or hereafter leased to a third party, in the event any such
area under lease thereafter becomes available for lease to a party other than
the existing, tenant thereof, and no other tenant of the Building having, an
option or preferential right with respect to such area which was granted prior
to the execution of this Lease by Landlord and Tenant exercises such option or
preferential right with respect to such area, Landlord will notify Tenant of the
availability of such area and the terms upon which Landlord is willing to lease
such area. Landlord shall not be obligated by this provision to enter into a
lease with Tenant with respect to any such area or to negotiate with Tenant with
respect to the possible lease of any such area to the exclusion of other
potential tenants. The purpose of this provision is merely to assure Tenant that
Tenant will be made aware of the existence of newly available portions of the
Building that are now or hereafter leased to third parties when such space
becomes available.


                                       60

<PAGE>



            IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Lease as of the day and year first above written.

            LANDLORD:

            WASHINGTON PLAZA ASSOCIATES,
            L.P., a New jersey limited partnership

            By:         LINQUE REALTY ADVISORS II,
                        L.L.C., its General Partner

                        By: /s/ Chaim A. Wachsman
                                Chaim A Wachsman, Managing Member


            TENANT:

            MICROFRAME, INC.,
            a New Jersey Corporation

            By:/s/ John F. McTigue
                        Name:       John F. McTigue
                        Title:      Executive Vice President


                                       61

<PAGE>



STATE OF NEW JERSEY                             )
                                                )  ss.:
COUNTY OF BERGEN                                )

                        BE IT REMEMBERED, that on this 22 day of February 1999
before me, the subscriber, a Notary Public, of the State of New Jersey,
personally appeared Chaim A. Wachsman, the Managing Member of LINQUE REALTY
ADVISORS II, L.L.C., the limited liability company described in the within
instrument, which limited liability company is the general partner of WASHINGTON
PLAZA ASSOCIATES, L.P., the partnership described in the within instrument
(herein called the "Partnership"); who I am satisfied is the person who has
signed the within instrument; and he thereupon acknowledged that he signed and
delivered the said instrument on behalf of the Partnership, by authorization of
the aforesaid limited liability company, and that the within instrument is the
voluntary act and deed of the Partnership.


            /s/  (Notary)




STATE OF NEW JERSEY                             )
                                                )  ss.:
COUNTY OF MIDDLESEX)

                        BE IT REMEMBERED, that on this 9th day of February,
1999, before me, the subscriber, a Notary Public, of the State of personally
appeared before me, the subscriber, a Notary Public, of the State of New Jersey
personally appeared John F. McTigue, being [a] [the] Executive Vice President of
MicroFrame, Inc., the [corporation] described in the within instrument; who I am
satisfied is the person who has signed the within instrument; and he thereupon
acknowledged that he signed and delivered the said instrument on behalf of said
[corporation], by authorization of the board of directors of the aforesaid
[corporation], and that the within instrument is the voluntary act and deed of
said corporation.


            /s/ (Notary)


                                       62

<PAGE>



                                    EXHIBIT A

                            LEGAL DESCRIPTION OF LAND


            Lot 14-C, Block 490 as shown on the Township of Piscataway,
Middlesex County, New Jersey, Tax Map, Sheet No. 41-A and being more
particularly described as follows:

            Beginning at the point of intersection of the easterly line of lands
conveyed to the State of New Jersey, by deed dated January 15, 1986 and as
recorded in the Middlesex County Clerk's Office in Deed Book 3497, Page 744 with
the northerly line of State Highway Route No. 287 as shown on a map entitled
"New Jersey Department of Transportation, GENERAL PROPERTY PARCEL MAP, ROUTE 287
( 1953) section 2, from Somerset-Middlesex County Line to Route 95, Showing
Existing Right-of-Way and Parcels to be Acquired in the Township of Piscataway
and Borough of South Plainfield, County of Middlesex, Scale: As Indicated, March
1984"; from said beginning point running:

            1.          Along said easterly line, North 17 degrees 02 minutes 44
                        seconds West, 14.34 feet to a point of curvature
                        therein; thence

            2.          Northerly along the same on a curve bearing to the right
                        having a radius of 312.58 feet, an arc length of 161.57
                        feet to a point of tangency therein; thence

            3.          Along the same, North 12 degrees 34 minutes 10 seconds
                        East, 249.27 feet to a pint of curvature therein; thence

            4.          Northerly along the same on a curve bearing to the left
                        having a radius of 210.00 feet, an arc length of 113.62
                        feet to a point of tangency therein; thence

            5.          Along the same, North 18 degrees 25 minutes 50 seconds
                        West, 5.35 feet to a point of curvature therein; thence

            6.          Northerly along the same on a curve bearing to the right
                        having a radius of 24.64 feet, an arc length of 37.04
                        feet to a point; thence

            7.          Along the same, North 18 degrees 25 minutes 50 seconds
                        West, 47.30 feet to a point in the southerly line of Lot
                        14-A, Block 490, now or formerly Leewong Development
                        Co.; thence

            8.          Along said southerly line, North 71 degrees 34 minutes
                        10 seconds East, 411.49 feet to a point and corner;
                        thence


                                       A-1

<PAGE>



            9.          Along the easterly line of lands now or formerly Leewong
                        Development Co., North 08 degrees 56 minutes 10 seconds
                        West, 100.00 feet to a point; thence

            10.         Along the southerly line of Lot 4-A, North 75 degrees 24
                        minutes 00 seconds East 163.00 feet to a point; thence

            11.         Along the westerly line of said Lot 4-A, South 07
                        degrees 48 minutes 27 seconds East, 478.94 feet to a
                        point; thence

            12.         Along the westerly line of said Lot 4-A and Lot 23,
                        South 35 degrees 56 minutes 00 seconds East, 85.80 feet
                        to a point; thence

            13.         Along the northwesterly line of Line 13, South 38
                        degrees 06 minutes 55 seconds West, 424.32 feet to a
                        point in the northerly line of said State Highway Route
                        No. 287; thence

            14.         Westerly along said northerly line on a curve bearing to
                        the right having a radius of 6,850.00 feet, an arc
                        length of 421.99 feet to the point and place of
                        beginning.

Contains 9,516 acres, more or less

                                       A-2

<PAGE>



                                    EXHIBIT B



                             [SEE MASTER FOR INPUT]



                                       B-1

<PAGE>



                                   EXHIBIT B-1
                                 Specifications

                               DESIGN SPEC PACKAGE
                                  PREPARED FOR:
                                   MicraFrame
                         15 Corporate Place, First Floor


DEMOLITION AND CONSTRUCTION NOTES


            1.          REMOVE ALL EXISTING PARTITION WALLS, CEILING TILES,
                        LIGHTS, FINISHES, AND MILLWORK AND PATCH AND REPAIR AS
                        NECESSARY. ALL EXISTING DOORS TO BE REMOVED OR
                        RELOCATED.

            2.          CLEAN ALL EXISTING WINDOW BLINDS, REPLACE ANY DAMAGED
                        BLINDS.

            3.          WORKOUT ROOM TO HAVE MEN'S AND WOMEN'S SHOWER (H/C),
                        TOILET, SINK, AND ALL NECESSARY PLUMBING.

            4.          EXECUTIVE TO HAVE TOILET, SINK, AND ALL NECESSARY
                        PLUMBING.

            5.          REMOVE EXISTING COMPUTER FLOOR THROUGHOUT, FILL IN
                        LOWERED PORTION TO EXISTING FLOOR LEVEL AT THE FRONT
                        ENTRANCE.

            6.          ALL DEMISING PARTITIONS BETWEEN THE USABLE TENANT SPACES
                        AND EXISTING CORRIDORS, LOBBY, AND DOCK AREA ARE TO
                        REMAIN AS EXISTING. WALLBOARD IS TO BE PATCHED AS
                        NECESSARY AND SPACKLED SMOOTH TO ACCEPT WALL FINISHES.

            7.          INTERIOR PARTITIONS: PARTITIONS TO BE CONSTRUCTED OF
                        3-1/2 METAL STUDS WITH ONE LAYER OF1/2" GYPSUM WALLBOARD
                        ON EACH SIDE TO EXTEND TO UNDERSIDE OF CEILING GRID IN
                        TENANT'S INTERIOR SPACE, PARTITIONS TO BE TAPED AND
                        SPACKLED SMOOTH TO ACCEPT WALL FINISHES, PARTITIONS WITH
                        SOUND INSULATION (DESIGNATED ON PLAN) TO BE FULL 3-1/2"
                        ROCK WOOL BATTS, FLOOR TO FULL PARTITION HEIGHT.

            8.          NEW DEMISING PARTITIONS WILL BE CONSTRUCTED OF 3-1/2"
                        METAL STUDS WITH ONE LAYER OF 5/8" GYPSUM FIRE RATED
                        WALLBOARD ON


                                      B-1-1

<PAGE>



                        EACH SIDE TO EXTEND TO THE UNDERSIDE OF DECK ABOVE
                        SUBJECT TO THE REQUIREMENTS OF THE BUILDINGS EXISTING
                        HVAC SYSTEM, PARTITIONS TO BE TAPED AND SPACKLED SMOOTH
                        TO ACCEPT WALL FINISHES, PARTITIONS WITH SOUND
                        INSULATION (DESIGNATED ON PLAN) TO BE FULL 3-1/2" ROCK
                        WOOL BATTS, FLOOR TO DECK.

            9.          6'-0"X3'-6" CLEAR SAFETY GLASS TO BE INSTALLED IN QA LAB
                        AND NETWORK ROOM AT 3'-6" A.F.F. AS DESIGNATED ON PLAN.

            10.         3'-0"X7'-0" FULL HEIGHT SIDELITE TEMPERED GLASS TO BE
                        INSTALLED ADJACENT TO DOORS AT FINISHED FLOOR LEVEL AS
                        DESIGNATED ON PLAN.


DOOR SCHEDULE

E           EXISTING DOOR, FRAME, AND HARDWARE TO REMAIN.

Rl          RELOCATED DOOR AND FRAME, PROVIDE NEW ADA COMPLAINT LEVER TYPE
            HARDWARE, SATIN CHROME FINISH.

N1          NEW SOLID CORE OAK 3'-0"x7'-" DOOR TO MATCH EXISTING WITH HARDWARE
            TO BE ADA COMPLAINT LEVER TYPE.  SATIN CHROME FINISH.

N2          NEW PAIR OF SLIDINGOAK DOORS, 2'-0" WIDE EACH WITH HARDWARE, SATIN
            CHROME FINISH.

N3          NEW PAIR OF HERECULITE ENTRY DOORS, 3'-0"x7'-0" (ea.) WITH ADA
            COMPLAINT HARDWARE AND CLOSER, SATIN CHROME FINISH.

N4          NEW HOLLOW METAL 3'-0"x7'-0" DOOR WITH ADA COMPLAINT LEVER TYPE
            HARDWARE AND CLOSER, SATIN CHROME FINISH.

N5          NEW PAIR OF HOLLOW METAL DOORS, 3'-0" X 7'-0" (ea.) WITH ADA
            COMPLIANT LEVER TYPE HARDWARE AND CLOSER, SATIN CHROME FINISH

N7          NEW SOLID CORE OAK 3'-6"x7'-0" DOOR TO MATCH EXISTING WITH
            HARDWARE TO BE ADA COMPLIANCE LEVER TYPE.  SATIN CHROME FINISH.

N8          NEW 3'-0"X7'-0" UPGRADED TEMPERED GLASS DOOR TO MATCH ENTRY DOOR
            AT FOURTH FLOOR.  HARDWARE TO MATCH EXISTING IN FIRST FLOOR
            LOBBY.


                                      B-1-2

<PAGE>




FINISH SCHEDULE

C1          ALLOW $35 BUDGET FOR CARPET MATERIAL AND INSTALLATION.  DIRECT
            GLUE DOWN INSTALLATION.  PROVIDE 4" VINYL STRAIGHT BASE,
            JOHNSONITE OR EQUIVALENT, FINAL SECTION TO FOLLOW.

C2          ALLOW $25 BUDGET FOR CARPET MATERIAL AND INSTALLATION.  DIRECT
            GLUE DOWN INSTALLATION.  PROVIDE 4" VINYL STRAIGHT BASE,
            JOHNSONITE OR EQUIVALENT FINAL SELECTION TO FOLLOW

C3          ALLOW $25 MILDEW RESISTANT CARPET MATERIAL AND INSTALLATION.
            PROVIDE 4" VINYL STRAIGHT BASE.  FINAL SELECTION TO FOLLOW.

VT-1        NEW VINYL COMPOSITE TILE AND 4" BASE, ARMSTRONG PREMIUM
            EXCELLON OR EQUIVALENT

VT-2        NEW ANTI STATIC VINYL TILE AND 4" BASE, ARMSTRONG STATIC DISIPATED
            TILE OR EQUIVALENT

CT-1        NEW 18"X18" GRANITE TILE WITH 6" GRANITE BASE, MFG. TBD.

CT-2        NEW 2"X"2" CERAMIC TILE WITH 4" BASE, DAL-KEYSTONE PORCELAIN
            CERAMIC TILE OR EQUIVALENT

P-1         BENJAMIN MOORE EGGSHELL FINISH PAINT OR EQUIVALENT.  COLOR
            SELECTION TO FOLLOW.

V-1         TYPE II VINYL WALLCOVERING, JM LYNN WALLCOVERING OR EQUIVALENT,
            FINAL SELECTIONS TO FOLLOW


FINISH NOTES

            1.          ALL WALLS IN C-T AND CT-2 AREAS, DINING, AND LUNCHROOM
                        TO HAVE V-1 VINYL WALLCOVERING.

            2.          ALL WALLS TO BE P-1 UNLESS OTHERWISE NOTED.


ELECTRICAL NOTES


                                      B-1-3

<PAGE>



            1.          IN 225 SF OFFICES, PROVIDE 5 DUPLEX ELECTRICAL OUTLETS
                        AND 3 DATA OUTLETS.

            2.          IN 180 SF OFFICES, PROVIDE 4 DUPLEX ELECTRICAL OUTLETS
                        AND 3 DATA OUTLETS.

            3.          IN 150 SF OFFICES, PROVIDE 4 DUPLEX ELECTRICAL OUTLETS
                        AND 3 DATA OUTLETS.

            4.          IN ALL OTHER OFFICES, PROVIDE 4 DUPLEX OUTLETS AND 2
                        DATA OUTLETS.

            5.          IN ALL OTHER AREAS, PROVIDE 1 WALL ELECTRICAL OUTLET
                        EACH WALL (MAXIMUM 10 FEET APART) AND 1 DATA OUTLET,
                        UNLESS OTHERWISE NOTED.

            6.          CORRIDORS AND OPEN OFFICE AREAS TO HAVE 1 DUPLEX OUTLET
                        PER 12'-0" LINEAR FEET.

            7.          PROVIDE 20 J BOXES FOR ELECTRIFIED FURNITURE PARTITIONS
                        (10 OF THE 20 TO BE CORE DRILLED)

            8.          PROVIDE ALLOWANCE FOR (1) SINGLE POLE WALL SWITCH FOR
                        EVERY ALLOTTED FROM OR (1) SINGLE POLE WALL SWITCH FOR
                        EVERY (16) FIXTURES UNLESS OTHERWISE NOTED.

            9.          ALL WALL SWITCHES (INCLUDING DIMMER SWITCHES) AND
                        OUTLETS (INCLUDING DATA) ARE TO BE SPECIFIED AS NEW AND
                        TO HAVE VINYL FACE PLATES TO COORDINATE WITH WALL COLOR.

            10.         ALL FLOOR OUTLETS ARE TO BE SPECIFIED AS NEW AND TO HAVE
                        CODE COMPLIANT FACE PLATES.


MILLWORK NOTES

            1.          IN THE LUNCHROOM AND COFFEE AREA, PROVIDE PLASTIC
                        LAMINATE COUNTER WITH FULL HEIGHT PLASTIC LAMINATE
                        BACKSPASH, FORMICA "MARTRIX" TYPE SPECKLED LAMINATE OR
                        EQUIVALENT. PROVIDE PLASTIC LAMINATE BASE AND UPPER
                        CABINETS, PROVIDE STAINLESS STEEL SINK AND ALL THE
                        NECESSARY PLUMBING AND FIXTURES


                                      B-1-4

<PAGE>



            2.          IN THE LUNCHROOM, PROVIDE DISHWASHER AND ALL NECESSARY
                        PLUMBING.

            3.          AT THE COFFEE STATION AREA, PROVIDE PLASTIC LAMINATE
                        COUNTER ACROSS FROM SINK AREA, FORMICA LAMINATE OR
                        EQUIVALENT.

            4.          IN THE BOARDROOM, PROVIDE LIGHT STAINED CHERRY VENEER
                        BUILT-IN COUNTER WITH BASE CABINETS, TV MONITOR, AND A/V
                        SCREEN ABOVE.

            5.          IN THE MAILROOM, PROVIDE PLASTIC LAMINATE COUNTER WITH
                        BASE CABINETS BELOW, FORMICA LAMINATE OR EQUIVALENT.

            6.          PROVIDE ROD AND SHELF IN ALL COAT CLOSETS.


CEILING/HVAC/LIGHTING NOTES

            1.          PROVIDE NEW 2'-0"X4'-0" RECESSED FLORESCENT LIGHT
                        FIXTURE WITH DEEP CELL PARABOLIC LENS TO ACCOMMODATE (3)
                        34-WATT RAPID START TUBES THROUGHOUT SPACE UNLESS
                        OTHERWISE NOTED. QUANTITY OF FIXTURES SHALL BE (1) EVERY
                        NINETY SQUARE FEET OF NET USABLE TENANT AREA.

            2.          PROVIDE NEW 2'-0"X2'-0" RECESSED FLORESCENT LIGHT
                        FIXTURE WITH DEEP CELL PARABOLIC LENS TO ACCOMMODATE (3)
                        34-WATT RAPID START TUBES IN AREAS DESIGNATED ON PLAN
                        WITH LIGHTING NOTES.

            3.          ALL MODIFICATIONS OF HVAC AND SPRINKLERS ARE REQUIRED.
                        MUST COMPLY WITH ALL APPLICABLE CODES. CLEAN AND
                        RELOCATE EXISTING GRILLS, SUPPLY AND RETURN DUCTS, AND
                        SPRINKLER HEADS, PROVIDE ALLOWANCE FOR ADDITIONAL
                        GRILLS. SUPPLY AND RETURN DUCTS, AND SPRINKLER HEADS AS
                        REQUIRED.

            4.          PROVIDE NEW 2'-0"X4'-0X5/8" LAY-IN ACOUSTIC CEILING
                        TILES IN EXISTING GRID AS REQUIRED.

            5.          PROVIDE NEW 2'-0"X2'-0X5/8" LAY-IN ACOUSTIC CEILING
                        TILES (UPGRADE) IN EXISTING MODIFIED CEILING GRID IN
                        AREAS DESIGNATED ON PLAN AS CE-1.


                                      B-1-5

<PAGE>



            6.          PROVIDE NEW RECESSED INCANDESCENT 75 WATT DOWNLIGHTS ON
                        DIMMER SWITCHES IN AREAS DESIGNATED ON PLAN WITH
                        LIGHTING NOTES.

            7.          TRAINING ROOM, BOARDROOM, CONFERENCE ROOM, PRODUCTION
                        AREA, AND CONFERENCE AREAS TO HAVE A SEPARATE THERMOSTAT
                        CONTROL SWITCH.

            8.          QA LAB AND NETWORK ROOM TO HAVE 24 HOUR AIR AND SEPARATE
                        THERMOSTAT CONTROL SWITCH.

            9.          PROVIDE ALLOWANCE FOR EMERGENCY LIGHTING, EXIT SIGNS,
                        AND FIRE PROTECTION SYSTEMS TO CONFORM TO CURRENT CODE
                        REQUIREMENTS.

                                      B-1-6

<PAGE>



                                    EXHIBIT C

                            TENANT'S EXISTING LEASES


1.          Lease dated May 24, 1989 between Stabo Associates, as Landlord and
            Microframe, Inc., as Tenant, as amended by agreements dated June 15,
            1993 and November 1996 for 8,900 square feet of space at a certain
            building located and known as 19-21 Meridian Road, Edison, New
            Jersey.

2.          Lease dated July 20, 1995 between 46.25 Associates, L.P., as
            Landlord and MICROFRAME, Inc., as Tenant for certain space at the
            premises in the Middlesex Business Center, South Plainfield, New
            Jersey.


                                       C-1

<PAGE>



                                    EXHIBIT D

                         Building Rules and Regulations

1.          Tenant shall not obstruct or permit its employees, agents, servants,
            invitees or licensees to obstruct, in any way, the sidewalks, entry
            passages, corridors, halls, stairways or elevators of the Building,
            or use the same in any other way than as a means of passage to and
            from the offices of Tenant; bring in, store, test or use any
            materials in the Building which could cause a fire or an explosion
            or produce any fumes or vapor; make or permit any improper noises in
            the Building; smoke in the elevators; throw substances of any kind
            out of the windows or doors, or down the passages of the Building,
            or in the halls or passageways; sit on or place anything upon the
            window sills; or clean the windows.

2.          Water closets and urinals shall not be used for any purpose other
            than those for which they are constructed; and no sweepings,
            rubbish, ashes, newspaper, paper towels or any other substances of
            any kind shall be thrown into them. Waste and excessive or unusual
            use of electricity or water is prohibited.

3.          The windows, doors, partitions and lights that reflect or admit
            light into the halls or other places of the Building shall not be
            obstructed. NO SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED,
            PAINTED, AFFIXED OR DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS,
            except as may be required by law or agreed upon by the parties; and
            no sign, advertisement or notice shall be inscribed, painted or
            affixed on any doors, partitions or other part of the inside of the
            Building, without the prior written consent of Landlord. If such
            consent be given by Landlord, any such sign, advertisement, or
            notice shall be inscribed, painted or affixed by Landlord, or a
            company approved by Landlord but the cost of the same shall be
            charged to and be paid by Tenant, and Tenant agrees to pay the same
            promptly, on demand. Landlord agrees that the Tenant shall be
            suitably identified.

4.          No contract of any kind with any supplier of towels, water, toilet
            articles, waxing, rug shampooing, venetian blind washing, furniture
            polishing, lamp servicing, cleaning of electrical fixtures, removal
            of waste paper, rubbish or garbage, or other like service shall be
            entered by Tenant, nor shall any vending machine of any kind be
            installed in the Building except for Tenant's leased premises
            without the prior written consent of Landlord.

5.          When electric wiring of any kind is introduced, it must be connected
            as directed by Landlord, and no stringing or cutting of wires will
            be allowed, except with the prior written consent of Landlord, and
            shall be done only by contractors approved by Landlord. The number
            and location of telephones, telegraph instruments, electric
            appliances, call boxes, etc., shall be approved by Landlord.

6.          Landlord shall have the right to reasonably prescribe the weight,
            size and position of all safes and other bulky or heavy equipment
            and all freight brought into the Building by the Tenant;

                                       D-1

<PAGE>



            and also the times of moving the same in and out of the Building.
            All such moving must be done under the supervision of the Landlord.
            Landlord will not be responsible for loss of or damage to any such
            equipment or freight from any cause; but all damage done to the
            Building by moving or maintaining any such equipment or freight
            shall be repaired at the expense of Tenant. All safes shall stand on
            a base of such size as shall be designated by the Landlord. The
            Landlord reserves the rig ht to inspect all freight to be brought
            into the Building and to exclude from the Building all freight which
            violates army of these Rules and Regulations or the Lease of which
            these Rules and Regulations are a part.

7.          No machinery of any kind of articles of unusual weight or size will
            be allowed in the Building, without the prior written consent of
            Landlord, which shall not be unreasonably withheld, conditioned or
            delayed. Business machines and mechanical equipment shall be placed,
            and maintained by Tenant, at Tenant's expense, in settings
            sufficient in Landlord's reasonable judgment to absorb and prevent
            vibration, noise and annoyance to other tenants.

8.          No additional look or lock shall be placed by Tenant on any door in
            the Building, without prior written consent of Landlord. Twelve keys
            will be furnished to Tenant by Landlord; any additional keys
            requested by Tenant shall be paid by Tenant. Tenant, its agents and
            employees, shall not change any locks. All keys to doors and
            washrooms shall be returned to Landlord on or before the Termination
            Date, and, in the event of loss of any keys furnished, Tenant shall
            pay Landlord the cost thereof. Tenant may install its own cardkey
            security system, which shall be integrated with the Building card
            access system.

9.          Tenant shall not employ any person or persons for the purpose of
            cleaning the leased premises, without the prior written consent of
            Landlord, which shall not be unreasonably withheld, conditioned or
            delayed. Landlord shall not be responsible to Tenant for any loss of
            property from the leased premises, however occurring; or for any
            damage done to the effects of Tenant by such janitors or any of its
            employees, or by any other person or any other cause.

10.         No bicycles, vehicles or animals of any kind shall be brought into
            or kept in or about the leased premises.

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

12.         The leased premises shall not be used for lodging or sleeping
            purposes, and cooking therein is prohibited except for microwaves.

13.         Tenant shall not conduct, or permit any other person to conduct any
            auction on the leased premises; manufacture or store good, wares or
            merchandise upon the leased premises, without the prior written
            approval of Landlord, except for the storage of unusual supplies and

                                       D-2

<PAGE>



            inventory to be used by Tenant in the conduct of its business;
            permit the leased premises to be used for gambling, make any unusual
            noises in the Building; permit to be played any musical instrument
            in, disturb or annoy other tenants; or permit any unusual odors to
            be produced upon the leased premises.

14.         Between 6:00 p.m. and 8:00 a.m. on weekdays, before 8:00 a.m., and
            after 1:00 p.m. on Saturdays, and all day Sunday and Building
            Holidays, the Building is closed. Landlord reserves the right to
            exclude from the Building during such periods all persons who do not
            present a pass to the Building signed by Tenant. Each Tenant shall
            be responsible for all persons to whom such passes are issued and
            shall he liable to Landlord for all acts of such persons.

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

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

17.         There shall not be used in the leased premises or in the Building,
            either by Tenant or by others, in the delivery or receipt of
            merchandise, any hand trucks except those equipped with rubber tires
            and side guards.

18.         Each Tenant, before closing and leaving the leased premises, shall
            ensure that all lights are off and all entrance doors locked.

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

20.         Landlord hereby reserves to itself any and all rights not granted to
            Tenant hereunder, including, but not limited to, the following
            rights which are reserved to Landlord for its purposes in operating
            the Building.

            (a) the exclusive right to the use of the name of the Building for
            all purposes, except that Tenant may use the name as its business
            address and for no other purpose;

            (b) the right to change the name or address of the Building, without
            incurring any liability to Tenant for so doing;

                                       D-3

<PAGE>



            (c) the right to install and maintain a sign or signs on the
            exterior of the Building in keeping with the image of the Building
            as a corporate office building;

            (d) the exclusive right to use or dispose of the use of the roof of
            the Building;

            (e) the right to limit the space on the directory of the Building to
            be allotted to Tenant;

            (f) the right to grant to anyone the right to conduct any particular
            business or undertaking in the Building.

21.         With respect to the Parking Areas, Landlord may issue parking,
            permits, install a gate system, and impose any other system as
            Landlord deems reasonably necessary for the use thereof. Tenant
            agrees that it and its employees and invitees shall not park their
            automobiles in parking, spaces allocated to others by Landlord and
            shall comply with such rules and regulations for use of the parking
            area as Landlord may from time to time prescribe. Landlord shall not
            be responsible for any damage to or theft of any vehicle in the
            parking, area and shall not be required to keep parking spaces clear
            of unauthorized vehicles or to otherwise, supervise the use of the
            parking area. Landlord reserves the right to change any existing, or
            future parking, area, roads or driveways, and may make any repairs
            or alterations it deems necessary to the parking area, roads and
            driveways and to temporarily revoke or modify the parking, rights
            granted to Tenant hereunder.

22.         Tenant shall not use the leased premises or permit the leased
            premises to be used for the sale of food or beverages other than its
            vending machines. Except as may be specifically provided for in the
            Lease, no cooking shall be done or permitted to be done by Tenant in
            the Building or the Premises, including the preparation of coffee,
            tea, or other hot beverages. Should Landlord subsequently
            specifically permit any Tenant, within such Tenant's Premises, to
            prepare hot coffee, tea or other beverages, then such activity shall
            be performed only in an area of such Tenant's demised premises,
            specifically designed for such use, including amongst others a hard
            floor surface, such as composition or ceramic tile, and the
            maintenance and cleaning of such area shall be the responsibility of
            such Tenant. Any damage to the Building or the Premises on account
            of such use shall be the responsibility of Tenant.

23.         Tenant shall not use any method of heating or air-conditioning other
            than that supplied by Landlord without the written approval of
            Landlord which shall not be unreasonably withheld.

24.         Tenant shall cooperate fully with Landlord to assure the most
            effective operation of the Building's heating and air-conditioning
            and to comply with any governmental energy-saving rules, laws, or
            regulations, and shall refrain from attempting to adjust controls
            other than room thermostats installed for Tenant's use. Tenant shall
            keep corridor doors closed, and shall close window coverings at the
            end of each business day.


                                       D-4

<PAGE>



25.         Tenant shall comply with all safety fire protection and excavation
            procedures and regulations established by Landlord or any
            governmental agency.

26.         No tenant use or occupy its premises or the Building, or suffer or
            permit anyone to use or occupy its premises, in a manner which
            impairs the proper and economic maintenance, operation and repair of
            the Building and/or its equipment, facilities or systems, (b)
            constitutes a nuisance, public or private, (c) makes unobtainable
            from reputable insurance companies authorized to do business in the
            State of New Jersey all risk property insurance, or liability,
            elevator, boiler or other insurance at standard rates, (d) increases
            the premiums or rates under any insurance policy maintained by
            Landlord for the Building, or (e) discharges objectionable fames,
            vapors or odors into the Building's fumes or vents or otherwise,
            except to the extent such fumes, vapors or odors are discharged into
            flues or vents designed for such purposes and which Tenant, pursuant
            to the terms of this lease, is permitted to use.

27.         No tenant shall use, or suffer or permit anyone to use, its premises
            or any part thereof, by or for (1) an agency, department or bureau
            of the United States Government, (ii) any state or municipality
            within the United States or any foreign government, or any political
            subdivision of any of them, (iii) an employment or travel agency
            (other than an executive search firm and other than an employment or
            travel agency primarily serving Tenant's employees), (iv) any
            charitable or religious organization or union, (v) a school or
            classroom, medical or psychiatric offices, (vii) conduct of an
            auction (other than in the ordinary course of the tenant's
            business), (viii) gambling activities, (ix) the conduct of obscene,
            pornographic or similarly disreputable activities, (x) a restaurant
            and/or bar and/or the sale of confectionery and/or soda and/or
            beverages and/or sandwiches and/or ice cream and/or baked goods,
            (xi) the business of photographic reproductions and/or offset
            printing (except that Tenant may use portions of the Premises for
            photographic reproductions and/or offset printing in connection
            with, either directly or indirectly, its own business and/or
            activities), or (xii) retail use.

28.         These Rules and Regulations are in addition to, and shall not be
            construed to in any way modify or amend, in whole or in part, the
            terms, covenants, agreements and conditions of any lease of premises
            in the Building. In the event of conflict between the provisions
            contained in this Lease and these Rules and Regulations the
            provisions of this Lease shall prevail.

29.         Landlord reserves the right to make such other and reasonable Rules
            and Regulations as, in its judgment, may from time to time be needed
            for safety and security, for care and cleanliness of the Building
            and for the preservation of good order therein Tenant agrees to
            abide by all such Rules and Regulations hereinabove stated and any
            additional Rules and Regulations which are adopted.

30.         Tenant shall be responsible for the observance of all the foregoing
            rules by Tenant's employees, agents, clients, customers, invitees
            and guests.


                                       D-5

<PAGE>



31.         No smoking is permitted in any portion of the interior of the
            Building, including all inside Public Areas and all tenant occupied
            space in the Building.


                                       D-6

<PAGE>



                                    EXHIBIT E

                               HVAC Specifications

                                Teletrol Systems

                             Sequence of Operations

This text is a documentation of the Teletrol / HVAC sequence of operations at:
Washington Office Plaza, Piscataway, N.J.

INTRODUCTION:

The HVAC building sequence of operations is controlled by a Teletrol 486
Integrator. This IBM based computer is running a customized "C" based language
control program, which is written, on an IBM PC compatible text editor. This
text file is then compiled into object code and then further processed by the
linker locator to form an executable control program. This executable control
program consists of the point definitions, sequence of operations for control of
these points, user defined variables, and Library functions provided by Teletrol
& I.C.C. It is not the intent of this document to familiarize the reader with
the "C" programming language but rather with an understanding of the Sequence of
Operations. See the Teletrol MCP manual for further information. The control
program consists of a number of functions, which run consecutively and are
processed every scan of the processor. The following pages contain a Description
of each function & the tasks it executes.

WASHINGTON OFFICE PLAZA:

The DDC Controls incorporate two Teletrol 486 Integrators, which are networked
together. Controller #1 is supplied with a Modem for remote communications.

CONTROLLER #1:

This controller handles the operations of Rooftop Units #1 thru #7, Air Handlers
#1 thru #3, and Light Control.

Note: The sequence of operations for this controller applies to the rooftops &
air handlers except the air handlers do not use the HEAT CONTROL FUNCTION,
ECONOMIZER MODE FUNCTION, or DISCHARGE AIR RESET FUNCTION. The air handlers
Heating Coil & DX Cooling Coils are staged to maintain temperature setpoint.

CONTROLLER #2:

This controller handles the operations of Rooftop Units #8 thru #16.

                                       E-1

<PAGE>



                                OCCUPIED FUNCTION

The purpose of the Occupied Function is to control the state in which the unit
is currently operating in. The different states are as follows: Unoccupied,
Occupied, MorningWarmUp, MorningCoolDown, NightSetBack, NightSetUp, Holiday, &
Override.

Unoccupied & Occupied:

A point is setup in Teletrol, which displays one of these point values. This
point (labeled as Occupied Indicator) is connected to a standard set of 10
Schedules, 1 for each day of the week & 3 special schedules. These schedules can
be viewed & set from the MCR. This function compares the current time to the
schedules & if one is active it will set the Occupied Indicator to Occupied
(which in turn will engage the unit). If not it will set the Occupied Indicator
to Unoccupied unless:

MorningWarmUp:

If the Average Space Temperature falls below the Optimum Start Heating Setpoint
the indicator is set to (if the unit is to run today) Opt Heat. Accordingly the
unit is switched on in heating mode with no outside air available. The unit now
runs till occupied mode.

MorningCoolDown:

If the Average Space Temperature rises above the Optimum Start Cooling Setpoint
the indicator is set to (if the unit is to run today) Opt Cool. Accordingly the
unit is switched on in cooling mode with outside air available. The unit now
runs till occupied mode.

NightSetBack:

If the Average Space Temperature falls below the Unoccupied Heating Setpoint the
indicator is set to NSB. Accordingly the unit is switched on in heating Mode /
with no outside air available. When the temperature rises 5 degrees above
setpoint the unit is shut down.

NightSetUp:

If the Average Space Temperature rises above the Unoccupied Cooling Setpoint the
indicator is set to NSU. Accordingly the unit is switched on in heating Mode /
with outside air available. When the temperature falls 5 degrees below setpoint
the unit is shut down.

Holiday:

When a schedule is set to be active the system checks the Holiday list to see if
this day is one. If it is the indicator is set to Unoccupied & the unit is left
off.

                                       E-2

<PAGE>



Override:

If after hours operation is required the system monitors the override button. If
engaged it activates the unit for a greater amount of time. The unit is then set
to run in heating or cooling mode whichever is called for by the system.

                             OPTIMUM START FUNCTION

The purpose of the Optimum Start Function is set the states in which the unit is
operating in MorningWarmUp or MorningCoolDown. A point is setup in Teletrol,
which displays one of these point values. This function when active sets the
Occupied indicator & Optimum Start Indicator accordingly. The different states
are as follows: Schedule, MorningWarmUp, & MorningCoolDown.

This function constantly monitors the average space temperature and schedule
list. It looks ahead to see if a schedule is to be active today, what time, the
Rate of Rise of the unit, and minimum start time.

Example:
The unit is scheduled to be occupied at 8:00 am. The ROR is 1 degree per hour.
The minimum start time is 3:00 am. The average space temperature is 68 degrees.
The opt_heat setpoint is 72 degrees.

Solution:
The average space temperature is 4 degrees below the occupied temperature
setpoint (also the occupied setpoint). It can recover at 1 degree per hour. It
will need four hours to make up the 4 degrees. It then starts the unit at 4:00
am.

Example:
The unit is scheduled to be occupied at 8:00 am. The ROR is 1 degree per hour.
The minimum start time is 3:00 am. The average space temperature is 65 degrees.
The opt_heat setpoint is 72 degrees.

Solution:
The average space temperature is 6 degrees below the occupied temperature
setpoint (also the occupied setpoint). It can recover at 1 degree per hour. It
will need six hours to make up the 6 degrees. It then starts the unit at 3:00
am. It cannot set the unit on at 2:00 am (which is needed) because the minimum
start time is 3:00 am. Raise your minimum start time to 2:00 am.

Schedule:

If the average space temperature is at setpoint this function sets the optimum
start indicator and the occupied indicator to schedule.

                                       E-3

<PAGE>



MorningWarmUp:

If the Average Space Temperature falls below the Optimum Start Heating Setpoint
the indicator is set to (if the unit is to run today) Opt_Heat. Accordingly the
unit is switched on in heating mode with no outside air available. The unit now
runs till occupied mode. If equipped with preheat coil it will be enabled in
this mode.

MorningCoolDown:

If the Average Space Temperature rises above the Optimum Start Cooling Setpoint
the indicator is set to (if the unit is to run today) Opt_Cool. Accordingly the
unit is switched on in cooling mode with outside air available. The unit now
runs till occupied mode.

                       FANS/FLOW/STATIC PRESSURE FUNCTION

The purpose of the Fans / Flow / Static Pressure Function is to control the
Start/Stop of the fans: supply, return, & exhaust. To monitor the status and
regulate VFD ramping and/or Inlet Guide Vanes.

Fans Start/Stop:

This function is directly tied into the occupied function since it commands the
state of the unit. The fans are started in every mode but unoccupied or holiday.
The safety relays are monitored. Fire, Smoke, High Static. If any of these are
tripped the supply fans are immediately shut down.

Fans Flow:

The status of the fans is monitored.

Fans in Commanded State ON:

The Current/Transducers and/or Flow Switches are checked. If an OFF reading is
sensed an alarm is generated and if critical will shut down the unit as
appropriate.

Fans in Commanded State OFF:

The Current/Transducers and/or Flow Switches are checked. If an OFF reading is
sensed switches are operating normally. If an ON reading is sensed the switches
may be stuck closed and an alarm is generated.


                                       E-4

<PAGE>



Static Pressure Control:

The Pressure is controlled by the Trane factory controls by monitoring the
actual pressure against the desired pressure setpoint.

                            ECONOMIZER MODE FUNCTION

The purpose of the Economizer Mode Function is to set the mode of operations for
the Outdoor Air Dampers, Mechanical Cooling and to calculate the discharge air
temperature. There are two modes of operation: ECONOMIZER-Outdoor Air and
Mechanical Cooling (if above the lockout temperature). MINIMUM(no outdoor air) -
Mechanical cooling Only.

DISCHARGE AIR SETPOINT:

The Discharge Air Setpoint is calculated by comparing the average space
temperature against the desired space temperature setpoint. A standard sliding
scale is then used to determine the setpoint. As the average space temperature
rises the discharge air setpoint is lowered: As the average space temperature
falls the discharge air setpoint is raised:

                            AVERAGE SPACE TEMPERATURE

    70.0          71.0          72.0             73.0            74.0
    65.0          62.5          60.0             57.5            55.0

                             DISCHARGE AIR SETPOINT

MODES OF OPERATION:

The mode is selected on outside air enthalpy:

                              OUTSIDE AIR ENTHALPY

  18.0 BTU          19.0 BTU        20.0 BTU         21.0 BTU          22.0 BTU
   ECONO            DEADBAND        DEADBAND         DEADBAND         MECHANICAL
                                      MODE

ECONO MODE:

In Econo Mode the system uses outside air and has mechanical cooling available
if the outside ambient temperature is above lockout setpoint. The discharge air
setpoint is compared to the actual discharge air temperature. A discharge air
reset signal is then sent to the controller to modulate the outdoor dampers
and/or to stage the mechanical cooling.


                                       E-5

<PAGE>



MECHANICAL MODE:

In Econo Mode the systems uses minimum outside air and mechanical cooling. The
discharge air setpoint is compared to the actual discharge air temperature. A
discharge air reset signal is then sent to the controller to modulate the
outdoor dampers and to stage the mechanical cooling accordingly.

                      DISCHARGE AIR RESET CONTROL FUNCTION

The purpose of Discharge Air Reset Control Function is to control the discharge
air temperature by resetting the existing Trano Factory Reset Controller. This
in turn stages the compressors, and controls the damper operation to maintain
discharge air setpoint.

DISCHARGE AIR SETPOINT:

The Discharge Air Setpoint is calculated by comparing the average space
temperature against the desired average space temperature setpoint. A standard
sliding scale is then used to determine the setpoint. As the average space
temperature rises the discharge air setpoint is lowered. As the average space
temperature falls the discharge air setpoint is raised:

                            AVERAGE SPACE TEMPERATURE

    70.0              71.0           72.0              73.0           74.0
    65.0              62.5           60.0              57.5           55.0
                             DISCHARGE AIR SETPOINT

RESET CONTROLLER

Referencing the discharge air setpoint the Reset Controller is modulated to
maintain Discharge Air Temperature. As the Discharge Air Temperature rises the
signal is increased. As the Discharge Air Temperature falls the signal is
decreased. This is achieved by referencing the actual Discharge Air Temperature
& comparing it to the Discharge Air Temperature setpoint. An enhanced
Proportional, Integral, Derivative Loop sequence is incorporated in order to set
the output signal of the reset controller (See the Teletrol MCP Programming
Manual for a more detailed explanation of PID control). This effectively
eliminates reset controller "hunting". Teletrol analog output cards provide a
4-20mA and/or 0-10vdo signal to the reset controller on the unit. The value of
the output to the reset controller is the final calculation of the PID LOOP.

NOTE: The range (VDC/mA) & action (actual minus setpoint/setpoint minus actual)
of the output signal to the RESET CONTROLLER varies according to the reset
controller type.

                                       E-6

<PAGE>



                       DISCHARGE AIR TEMPERATURE SETPOINT

  55.0       57.0            59.0            61.0          63.0             65.0

                            DISCHARGE AIR TEMPERATURE

  75.0       74.0            73.0            72.0          71.0             70.0

                       RESET CONTROLLER SIGNAL (0-10 vdm)

   0.0     1.0    2.0    3.0   4.0     5.0      6.0     7.0    8.0   9.0   10.0


                              HEAT CONTROL FUNCTION

The purpose of the Heat Control function is to enable the electric baseboard
(when the unit is in occupied mode) heat on outside amount air temperature &
control of the preheat coil. As it falls below setpoint the electric baseboard
heat is enabled. When it rises three degrees above setpoint it is disabled. This
three-degree deadband prevents short cycling. When the electric baseboard heat
is enabled the baseboard thermostats achieve space temperature control.

HEAT CONTROL

The current setpoint for enabling/disabling the electric baseboard heat are 60.0
degrees and 63.0 degrees.

                             OUTSIDE AIR TEMPERATURE

  59.0         60.0           61.0          62.0        63.0            64.0

                     ELECTRIC BASEBOARD HEAT ENABLE/DISABLE

   ON          HOLD           HOLD          HOLD          HOLD            OFF

PREHEAT COIL

The preheat coil is utilized for morningwarmup, nightsetback, & in occupied mode
when the unit cannot make discharge air temperature setpoint. When the return
air temperature is below setpoint in these modes the preheat coil is staged
accordingly.



                                       E-7

<PAGE>



                                    EXHIBIT F
                             Cleaning Specifications
I.  TENANT AREA

    A.    Daily Cleaning:

          1.  Empty and clean waste baskets and remove contents to disposal
              area.
          2.  Empty and clean all ash trays.
          3.  Vacuum clean all rugs and carpeted areas.
          4.  Dust furniture, files, fixtures, and all low reach areas.
          5.  Polish all glass furniture tops.
          6.  Clean all water fountains.
          7.  Sweep all private stairways nightly, vacuumed if carpeted.
          8.  Damp mop to remove spillage or spot on hard surface floors.
          9.  Dust all telephones as necessary.
          10. Clean doors, door knobs, light switches and other door areas of
              frequent use.
          11. Dust all office partitions.
          12. Dust window ledges.

    B.    Wash Rooms (Daily):

          1. Sweep and wash all lavatory flooring, machine scrub where
             necessary.
          2. Wash and polish all mirrors, powder shelves, all metal and
             porcelain work.
          3. Wash and disinfect both sides of all toilet seats.
          4. Wash and disinfect all basins, bowls and urinals.
          5. Empty and clean all paper towel and sanitary disposal receptacles.
          6. Fill toilet tissue, soap dispensers, and paper towel dispensers.
          7. Clean flushometers and other metal work as required.
          8. Wash all wall partitions, tile walls, and enamel surfaces from
             trial to floor, as required.
          9. Vacuum all louvers, ventilating grills and dust light
             fixtures as required.

    C.    Glass:

          1.  Clean glass entrance doors and adjacent glass panels nightly.
          2.  Clean partition glass and interior glass doors monthly.
          3.  Clean acrylic in accordance with Tenant instructions.

    D.    High Dusting (Four (4) Months):

          1.  Dust all air conditioning diffusers.


                                       F-1

<PAGE>



          2.  Dust the exterior surfaces of lighting fixtures.

          3.  Dust venetian blinds.

II.         ENTRANCE LOBBY AND PUBLIC AREAS

          1.  Sweep and wash lobby and entrance vestibule floors nightly.
          2.  Machine scrub floors as necessary, not less than four (4) times
              per year.
          3.  Wax, buff, and apply sealer monthly.
          4.  Clean sweep public elevator, lobby and corridor flooring nightly.
          5.  Wash stone, ceramic tile, marble or terrazzo flooring once per
              week.
          6.  Carpeting shall be vacuumed sightly.
          7.  Wipe down all metal surfaces in the lobby, exterior of building,
              entrance, and polish as required (once a week minimum).
          8   Dust all lobby and public corridor walls nightly and wash as
              required.
          9.  High dust and wash all electrical and air conditioning fixtures at
              least once per month in elevator lobbies, corridors, and entrance
              lobby.
          10. Dust mail depository nightly.
          11. Telephone booths shall be swept daily and the glass cleaned
              nightly.
          12. Clean cigarette urns and screen sand an a daily basis.
          13. Clean entrances and lobby doors to remove dirt and finger marks.
          14. Wash all rubber mats and clean wool or nylon runners daily.
          15. Clean and polish marble walls once per week.

III.        ELEVATORS

          1.  Clean saddles, doors, and frames of elevator nightly.
          2.  Clean saddles and frames on floors above lobby once per week and
              vacuum dirt from door tacks nightly.
          3.  Clean inside surfaces of elevator cabs nightly.
          4.  Clean elevator pits weekly or more frequently as necessary.
          5.  Vacuum carpets in elevators nightly, and  provide regular carpet
              care which will include spot cleaning nightly and shampooing
              as needed.

IV.         STAIRWELLS

          1.  Sweep all stairways nightly.
          2.  Spot mop stairways nightly.
          3.  All stairways will be mopped weekly.
          4.  Remove and gum or other foreign debris nightly.
          5.  Dust all handrails nightly.
          6.  Remove all fingerprints from walls on a nightly basis.


                                       F-2

<PAGE>



V.          CARPETS

           1.  Spot clean carpets, nightly or as needed.
           2.  Carpets may be shampooed upon request additional cost.

VI.         WINDOWS

            Window cleaning will be done two or three times per year as
            directed, inside and outside surfaces of glass.

VII.        PARKING AREAS

            Power sweep parking field and remove debris from site.


                                       F-3

<PAGE>



                                    EXHIBIT G

                        Alteration Rules and Regulations

A.          General:

            1. Tenant will make no alterations, decorations, installations,
repairs, additions, improvements or replacements (which are hereinafter called
"Alterations" and which are the Alterations referred to in the Lease) in, to or
about the Premises without the Landlord's prior written consent, which shall not
be unreasonably withheld, conditioned or delayed, and then only by contractors
or mechanics approved by Landlord.

            2. Tenant shall, prior to the commencement of any work, submit for
Landlord's written approval, which shall not be unreasonably withheld,
conditioned or delayed, a complete plan of the Premises, or of the floor on
which the Alterations are to occur. Drawings are to be complete with full
details and specifications for all of the Alterations.

            3. The proposed Alterations must comply with the Building, Code of
the Township of Piscataway, County of Middlesex, State of New Jersey and any
other agencies having jurisdiction.

            4. No work shall be permitted to commence without the Landlord being
furnished with a valid permit from the Department of Buildings and/or other
agencies having Jurisdiction.

            5. All demolition, removals, or other categories of work that may
inconvenience other tenants or disturb Building operations, must be scheduled
and performed before or after normal working hours and Tenant shall provide the
Landlord and the Building Manager with at least 24 hours' notice prior to
proceeding with such work.

            6. All inquiries, submissions, approvals and all other matters shall
be processed through the Landlord and the Building Manager.

            7. Additional and differing provisions in the Lease, if any, will be
applicable and will take precedence.

B.          Procedures for Approval:

            1. Tenant shall submit to the Landlord and the Building Manager a
request to perform the work. The request shall include the following enclosures:

                        (i) A list of Tenant's proposed contractors and/or
subcontractors for Landlord's approval, which shall not be unreasonably
withheld, conditioned or delayed.


                                       G-1

<PAGE>



                        (ii) Four complete sets of plans and specifications
properly stamped by a registered architect and/or professional engineer.

                        (iii) A properly executed application form or Alteration
form as may be required by the Township of Piscataway and/or other agencies
having jurisdiction.

                        (iv) Four executed copies of the Insurance Requirements
agreement in the form attached to these Rules and Regulations from Tenant's
contractor and from the contractor's subcontractors.

                        (v) Contractor's and subcontractor's insurance
certificates including a "hold harmless" in accordance with the Insurance
Requirements agreement.

            2. If alterations are generally acceptable and otherwise permitted
by the Lease, within ten (10) business days, Landlord will return the following
to Tenant:

                        (i) Plans approved or returned with comments (such
approval or comments shall not constitute a waiver of Department of Buildings
approval or approval of other jurisdictional agencies).

                        (ii) Signed application forms referred to in B.(iii)
above, providing proper submissions have been made.

                        (iii) Two fully executed copies of the Insurance
Requirements agreement.

                        (iv) Covering transmittal letter.

            3. Tenant shall obtain Department of Buildings approval of plans and
a permit from the Department of Buildings and/or other agencies having
jurisdiction. Tenant shall be responsible for keeping current all permits.

C.          Requirements and Procedures Prior to Commencement of Work:

            1. At least 7 days prior to the commencement of any Alteration work,
Tenant shall submit copies of all approved plans and permits to Landlord and
shall post the original permit on the Premises.

            2. All work shall be subject to inspection of Landlord's
representatives at reasonable times. Tenant covenants to pay as Additional
Charges Landlord's reasonable charges for such inspection. Such inspection shall
be solely for the benefit of Landlord, and without any obligation or liability
whatsoever to Tenant or Tenant's contractors or subcontractors.


                                       G-2

<PAGE>



            3. Landlord or Landlord's representative shall be reasonably
empowered, without any liability to Tenant, its contractors and/or
subcontractors, to issue orders of stop work, and/or bar access of the Premises
to any contractor and/or subcontractor, whose work is deemed in the reasonable
opinion of Landlord and/or Landlord's representative, to be not in accordance
with the approved plans and specifications, or to be otherwise detrimental to
the Building.

            4. When necessary, in Landlord's reasonable judgment, Landlord will
require engineering and shop drawings, which drawings must be reasonably
approved by Landlord before work commences on such affected item. All such
drawings are to be prepared by Tenant and reviewed by Landlord at Tenant's cost
and expense. All approvals shall be obtained by Tenant.

            5. All structural and floor loading requirements shall be subject to
the prior approval of Lanlord's structural engineer at Tenant's cost and
expense.

            6. All mechanical (HVAC, plumbing and sprinkler) and electrical
requirements shall be subject to the approval of Landlord's mechanical and
electrical engineers at Tenant's cost and expense.

            7. All demolition shall be supervised by Landlord's representative
at Tenant's expense.

            8. Elevator service for construction work shall be charged to Tenant
at standard Building rates. Prior arrangements for elevator use shall be made
with Building Manager by Tenant. No material or equipment shall be carried under
or on top of elevators. If an operating engineer is required by any union
regulations, such engineer shall be paid for by Tenant.

            9. If shutdown of risers and mains for electrical, HVAC, sprinkler
and plumbing work is required, such work shalt be supervised by Landlord's
representative at Tenant's expense. No work will be performed in Building
mechanical equipment rooms without Landlord's approval and under Landlord's
supervision at Tenant's expense.

            10. Tenant's contractor shall:

                        (i)   have a Superintendent or Foreman on the Premises
at all times;

                        (ii)  police the job at all times, continually keeping
the Premises orderly;

                        (iii) maintain cleanliness and protection of all areas,
including elevators and lobbies;

                        (iv)  protect all mechanical equipment and thoroughly
clean them at the completion of work;

                        (v) block off supply and return grills, diffusers and
ducts to keep dust from entering into the Building air conditioning system; and


                                       G-3

<PAGE>



                        (vi) avoid the disturbance of other tenants.

            11. If Tenant's contractor is negligent in any of its
responsibilities, Tenant shall be charged for the corrective work done by
Building porters and other personnel.

            12. All equipment and installations must be equal to the Standards
of the Building. Any deviation from Building Standards will be permitted only if
indicated or specified oil the plans and specifications and approved by
Landlord.

            13. A properly executed air balancing report signed by a
professional engineer shall be submitted to Landlord upon the completion of all
HVAC work.

            14. Upon completion of the Alterations, Tenant shall submit to
Landlord properly executed documents indicating total compliance and final
approval by the Department of Buildings of the work, and/or other agencies
having jurisdiction.

            15. Tenant shall submit to Landlord a final "as-built" set of
drawings showing all items of the Alterations in full detail.

D.          Special Requirements Regarding, Fire Safety System

            1. Tenant acknowledges being advised that the Building has an active
Fire Safety System. Tenant shall notify its contractors and subcontractors, an
well as all persons and entities who shall perform or supervise any alteration
or demolition within the Premises, of such facts.

            2. Demolition by Tenant of all or any portion of the Premises shall
be carried out in such manner as to protect equipment and wiring of Landlord's
Fire Safety System.

            3. Landlord, after receipt of Tenant's notice of demolition, and at
Tenant's expense, shall secure and protect Building, equipment connected to the
Fire Safety System in the Premises to be demolished.

            4. Landlord, at Tenant's expense shall make such additions and
alterations to the existing Fire Safety System as may be necessary by reason. of
alterations made within the Premises either by or on behalf of Tenant or by
Landlord, as part of the initial installation, and work, if any, that Landlord
is required to perform pursuant to the provisions of this Lease or any work
letter or leasehold improvements agreement entered into by Landlord and Tenant.

            5. Landlord's contract fire alarm service personnel shall be the
personnel permitted to adjust, test, alter, relocate, add to, or remove
equipment connected to the Fire Safety System. Tenant reserves the right to
propose, subject to Landlord's approval, use of other qualified contractors if
cost is excessive in Tenant's opinion.

                                       G-4

<PAGE>



            6. Landlord, at Tenant's expense, shall repair or cause to have
repaired any and all defects, deficiencies or malfunctions of the Fire Safety
System caused by Tenant's alterations or demolition of the Premises. Such
expense may include expenses of engineering, supervision and standby fire watch
personnel that Landlord deems necessary to protect the Building during the time
such defects, deficiencies and malfunctions are being corrected. Landlord will
notify Tenant prior to any action required by above.

            7. During such times that Tenant's alterations or demolition of the
Premises require that fire protection afforded by the Fire Safety system be
disabled, Tenant, at Tenant's expense, shall maintain fire watch, service deemed
reasonably suitable to Landlord.

                      ADDITIONAL STANDARDS AND REQUIREMENTS

Dry Wall:

            1.  All drywall partitions are to be constricted in accordance with
Building Standard.
            2.  Drywall may not be fastened to any duct work.
            3.  All walls butting mullions shall have a proper channel to
receive the drywall.

Electrical:

            1. Home runs shall be indicated on plans metallic armored cable
shall be used throughout for power and lighting wiring.

            2. Light fixtures shall be Building Standard or as previously
approved by Landlord. All lighting fixtures shall be independently supported.

            3. All wiring shall be properly supported and in accordance with
local code. All wiring, shall be concealed.

            4. All electrical boxes shall meet code requirements.

            5. All unused conduit and wiring shall be removed.

            6. All wiring shall meet the requirements of the local governing
code and of Underwriter's Laboratory.

            7. Special power shall be taken from main distribution board and not
from floor distribution panels.

            8. Plans with requirements shall be submitted to Landlord to
determine riser capacity.

                                       G-5

<PAGE>



            9. Tenant shall pay for all electrical design and layout cost for
related work.

            10. Building Mechanic or Engineer shall supervise all riser
shutdowns.

Telephone:

            1. All telephone wire shall be concealed in conduit or thin wall
tubing or approved (NEC) raceway.

            2. Telephone wiring in ceilings shall be Teflon in plenum areas and
kept in bundles to specific drops.

            3. Telephone wire will be permitted to be run loose in periphery
enclosures only.

            4. No telephone wire shall be run exposed on baseboards or walls.

Doors:

            All wood doors shall be as per Building Standard shall be properly
fire rated and bear a fire rating label. All hollow metal doors shall be
properly fire rated if they are located in rated partitions.

Hardware:

1.          All hardware shall be as per Building Standard.

            All locks shall be keyed and mastered to Building setup. Two
individual keys must be supplied to the Building Manager.

Equipment:

            1. Equipment where approved may be suspended with fish plates
through slab or from steel beams depending on load.

            2. All floor loading and steel work shall be subject to the prior
approval of the Building structural engineer. All approvals shall be obtained by
the Tenant at Tenant's expense. Tenant shall also be responsible for the costs
of all inspections by any professional engineers in connection with this work.

Public Areas:

            All public areas shall meet Department of Buildings requirements or
requirements of other agencies having jurisdiction.


                                       G-6

<PAGE>



Air Conditioning

            1. Tenant shall be responsible for alterations to existing air
conditioning duct work or systems and for insuring that such work is properly
integrated into the existing Building systems with no adverse effects on the
Buildings systems. Landlord shall not be responsible for the proper HVAC design
within the area of any Tenant Alterations.

            2.  The system shall be balanced at Tenant's expense at the
completion of the job.

            3.  Tenant shall furnish design balancing report to Landlord.

            4.  All air conditioning components shall match existing or shall
receive prior approval from Landlord.

            5.  Landlord will not permit any outside louvers.

            6.  All shutoff valves shall be accessible at all times.

            7.  All unused duct work shall be removed.

            8.  All unused equipment shall be removed and returned to Landlord.

            9.  All HVAC, kitchen, toilet and equipment exhaust fans systems and
any other systems shall be discharged to the atmosphere, and not in ceilings or
existing Building return, air systems.

Plumbing:

            1. No water risers shall be shutdown during Building, office hours.

            2. All plumbing work shall conform to local code.

            3. All fixtures shall match existing fixtures.

            4. No exposed plumbing is permitted.

            5. All unused fixtures and piping shall be removed. All unused
piping shall be capped at its respective riser.

            6. All unused fixtures shall be returned to Landlord.

            7. A Building mechanic shall supervise all riser shutdowns.

            8. All run-outs from risers shall be copper pipe.

                                       G-7

<PAGE>



            9. All hot water lines shall be properly insulated, and where
necessary, Landlord may require that cold water or waste water lines be
insulated.

Blinds and Curtains:

            1. Where applicable, new blinds shall match existing blinds.

            2. Drapery rods may not be supported by any part of the acoustical
ceiling system.  Rods shall be supported by headers attached to the structure
above the ceiling,

            3. If draperies are to be installed by Tenant, such draperies shall
be flameproof.

Ceilings:

            1. All ceilings shall meet all requirements of the applicable
Building Code.

            2. All acoustic tile ceiling shall meet shall match existing tile
ceiling, and conform to Building Standards.

            3. All ceilings are to be supported independently and not from duct
work.


                BUILDING STANDARDS FOR MATERIALS AND CONSTRUCTION
PARTITIONS
            CORRIDORS
            3-5/8" metal studs with one layer 5/8" firecode X drywall on each
            side extending from the floor through suspended ceiling to the
            structural slab above, filled with thermofiber insulation.

            DEMISING WALLS
            3-5/8" metal studs with one layer 5/8" drywall on each side
            extending from the floor through suspended ceiling to the structural
            slab above, filled with sound attenuating insulation.

            INTERIOR DIVIDING WALLS WITHIN TENANT SPACE
            3-5/8" metal studs with one layer 5/8" drywall on each side
            extending from the floor to the suspended ceiling

            PARTITIONS - GENERAL
            Drywall partitions may not be fastened to ductwork
            Partitions butting mullions shall be installed with a proper channel
            to receive the drywall. Fastening to the window mullions is not
            permitted.

                                       G-8

<PAGE>



DOORS

            TENANT ENTRANCE DOOR(S)
            3'-0 " x 8'-0" - 1/2" Tempered glass door. Virginia Glass Products
            Corp. Type P, square profile, clear anodized aluminum rails.
            Concealed overhead closer, wire pulls, cylinder lockser, 2" x 6"
            clear anodized aluminum frame and 6" square cut aluminum threshold.

            TENANT SECONDARY ENTRANCE DOOR(S)
            3'-0" x 8'-0" x 1 3/4" Particle core wood door, " C " label, -
            Weyerhaeuser Marshfield Series plain sliced red oak veneer faces.
            Four brushed chrome finish hinges, PDQ Industries ST Series/Spirit
            Grade I extra heavy-duty Cylindrical lock set with lever handles
            brushed chrome finish and keyed to Bui'Lding Master Key system, and
            overhead door closer device, Frame shall be 2" x 6" x 16 ga. steel,
            painted to match.

            INTERIOR DOORS
            3'-0" x 8'-0" x 1 3/4" Particle core wood door, - Weyerhaeuser
            Marshfield Series plain sliced red oak veneer faces. Four brushed
            chrome finish hinges, PDQ Industries ST Series/Spirit Grade I extra
            heavy-duty Cylindrical latch set with ball knobs brushed chrome
            finish. Frame shall be 2" x 6" x 16 ga. steel, painted to match.

 CEILING

            SUSPENSION SYSTEM
            Chicago Metallic Corporation 200 Snap-Grid system. 2'-0" x 2'-0" and
            module.  Finish:
            White.

            CEILING PANELS
            USG Interiors Acoustone "F" Fissured tile. 2'-0" x 2'-0" x 3/4
            Shadowline, white finish.


LIGHTING

            LUMINAIRES
            2'-0" x 4'-0" recessed fluorescent parabolic troffers with 3" deep
            18 cell aluminum louvers (Columbia Lighting Catalog No. P4 243
            043363-1-277) with warm white lamps.

            EXIT LIGHTING FIXTURE
            Lightalarms Model UXE-8


                                       G-9

<PAGE>



ELECTRICAL INSTALLATION

            WIRING FOR POWER AND LIGHT
            Wiring shall be installed concealed in partitions, and above
            suspended ceilings. Conduit and wiring shall be properly supported,
            and may not be attached to ceiling construction. Rigid conduit or
            thin wall tubing shall be used throughout common areas and
            electrical closets; flexible armored cable may be used in tenant
            spaces for power and lighting circuits.

            WIRING FOR VOICE AND SIGNAL
            Telephone wire, and signal cable, in partitions shall be concealed
            in conduit or thin wall tubing or approved (NEC) raceway. Telephone
            wire and signal cable run in suspended ceiling plenums shall be
            Teflon jacketed and kept in bundles to specific drops. Telephone
            wire will not be permitted to be run loose except in movable wall
            raceways, nor run exposed on baseboards or walls.


AIR DISTRIBUTION

            AIR DIFFUSERS
            24" x 24" panel type diffusers, white finish. Carnes SKTA.

            RETURN AIR REGISTERS
            T-Bar lay-in, 24" x 24" panels, 1/2" x 1/2" x '/,2", white finish,
Carnes RAPA

             DUCTWORK
            Ductwork to be constricted of galvanized steel sheets meeting
            SMACCNA standards for fabrication and installation. Final
            connections to diffusers may be flexible metal duct equal to
            Wiremold 54, and limited to a maximum length of 8'-0".


                             INSURANCE REOUIREMEINTS

Tenant:

Premises:

            The undersigned contractor or subcontractor (hereinafter called
"Contractor") has been hired by the tenant or occupant (hereinafter called
"Tenant") of the Building named above or by Tenant's contractor to perform
certain work (hereinafter called "Work") for Tenant in the Tenant's premises in
the Building, Contractor and Tenant have requested the undersigned
landlord'hereinafter called "Landlord") to grant Contractor access to the
Building and its facilities in connection with the

                                      G-10

<PAGE>



performance of the Work and Landlord agrees to crant such access to Contractor
upon and subject to the following terms and conditions:

            1. Contractor acrees to indemnify and save harmless the Landlord,
its officers, employees and agents and their affiliates, subsidiaries, and
partners, and each of them, from and with respect to any claims, demands, suits,
liabilities, losses and expenses, including reasonable attorneys' fees arisina
out of or in connection with the Work. (and/or imposed by law upon any or all of
them) because of personal injuries, including death at any time resulting
therefrom, and loss of or damage to property, including consequential damages,
whether such injuries to persons or property are claimed to be due to negligence
of the Contractor, Tenant, Landlord or any other party entitled to be
indemnified as aforesaid except to the extent specifically prohibited by law
(and any such prohibition shall not void this Agreement but shall be applied
only to the um extent required by law).

            2. Contractor shall provide and maintain at its own expense, until
completion of the Work, the following insurance:

                                    (a) Workers' Compensation and Employers'
Liability Insurance covering, each and every workman employed in, about or upon
the Work, as provided for in each and every statute applicable to Workers's
Compensation and Employers' Liability Insurance.

                                    (b) Comprehensive General Liability
Insurance Including Coverage for Protective and Contractual Liability (to
specifically include coverage for the indemnification clause of this Agreement)
for not less than the following limits:

                 Bodily Injury and
                 Property Damage:          $5,000,000 per occurrence

                                    (c) Comprehensive Automobile Liability
Insurance (covering all owned, non-owned and/or hired motor vehicles to be used
in connection with the Work) for not less than the following limits;

                 Bodily Injury and
                 Property Damage:          $5,000,000 per occurrence

Contractor shall furnish a certificate from its insurance carrier or carriers to
the Landlord before commencing the Work, showing that it has complied with the
above requirements regarding insurance and providing that the insurer will give
Landlord (20) twenty days' prior written notice of the cancellation of any of
the foregoing policies.

            3.  Contractor shall require all of its subcontractors engaged in
the Work to provide the following insurance;

                                      G-11

<PAGE>



                                    (a) Comprehensive General Liability
Insurance , including Protective and Contractual Liability Coverages with limits
of liability at least equal to the above stated limits.

                                    (b) Comprehensive Automobile Liability
Insurance (covering all owned, non-owned and/or hired motor vehicles to be used
in connection with the Work) for not less than the following limits:

           Bodily Injury and
           Property Damage:         $5,000,000 per occurrence

                        Upon the request of Landlord, Contractor shall require
all of its subcontractors en- aged in the Work to execute an Insurance
Requirements agreement in the same form as this Agreement.

           Agreed to and executed this      day of        19  .

           Contractor     Landlord


                                      G-12

<PAGE>



                                    EXHIBIT H

                              Appraisal Provisions

            If Tenant shall serve upon Landlord, within the time and in the
manner required under the Lease, a Renewal Appraisal Notice, then the Renewal
Fair Market Fixed Rent shall be determined by appraisal in accordance with the
following:

            1. Tenant, by designation in the Renewal Appraisal Notice, shall
appoint an appraiser ("TENANT'S APPRAISER"). Landlord or Tenant shall furnish to
Tenant's Appraiser a copy of the Initial Renewal Rent Notice. Within thirty (30)
days after the date of Landlord's receipt of the Renewal Appraisal Notice,
Tenant shall deliver to Landlord the written good-faith determination of
Tenant's Appraiser of the Renewal Fair Market Fixed Rent ("TENANT'S RENEWAL RENT
DETERMINATION"), based upon the parameters set forth in Section 15.1.3(b) of the
Lease. If Tenant falls to deliver to Landlord Tenant's Renewal Rent
Determination before the expiration of such thirty (30) day period, then Tenant
and Landlord shall be conclusively deemed to have agreed to Landlord's Renewal
Rent Determination, and the Fixed Rent for the Renewal Term in question shall
equal Landlord's Renewal Rent Determination.

            2. Provided Landlord has received Tenant's Renewal Rent
Determination within the time set forth in Paragraph 1 above, Landlord and
Tenant's Appraiser, within fifteen (15) days after Landlord's receipt of the
Tenant's Renewal Rent Determination, shall jointly appoint a mutually agreeable
second appraiser who shall be impartial (herein called the "Final Appraiser")
and notify Tenant thereof. If Landlord and Tenant's Appraiser fail to agree upon
and appoint the Final Appraiser within such 15-day period, then either Landlord
or Tenant may request that the American Arbitration Association ("AAA") appoint
the Final Appraiser within ten (10) days after such request, and both parties
shall be bound by any appointment so made within such 10-day period. If the
Final Appraiser- shall not have been appointed within such 10-day period, then
either Landlord or Tenant may apply to any court having jurisdiction to make
such appointment. The Final Appraiser shall subscribe and swear to an oath to
fairly and impartially perform his duties hereunder.

            3. Within fifteen (15) days after the appointment of the Final
Appraiser, Landlord shall submit a copy of the Initial Renewal Rent Notice to
the Final Appraiser, and Tenant shall submit a copy of Tenant's Renewal Rent
Determination to the Final Appraiser. If either Landlord or Tenant shall fail to
submit such materials in accordance with the provisions of this Paragraph 3 of
this Exhibit H, then the Final Appraiser shall notify any party which failed to
submit its required materials of its failure (which notice shall refer
specifically to this Paragraph 3 of this Exhibit H), and if, in such event, the
failing party does not, within a period of ten (10) days after its receipt of
such notice, submit its required materials, then (i) if Tenant failed to so
submit its required materials, the Fixed Rent for the Renewal Term shall be
determined using Landlord's Renewal Rent Determination, or (ii) if Landlord
failed to so submit its required materials, the Fixed Rent for the Renewal Term
in question shall be determined using Tenant's Renewal Rent Determination, and
any such determination shall be conclusive and binding upon both Landlord and
Tenant.

                                       H-1

<PAGE>


            4. If both Landlord and Tenant submit their respective required
materials in accordance with the provisions of Paragraph 3 of this Exhibit H,
then the Final Appraiser, within twenty (20) days after its receipt of both sets
of required materials, shall select which of Landlord's Renewal Rent
Determination or Tenant's Renewal Rent Determination, in his opinion, more
accurately reflects the Renewal Fair Market Fixed Rent, and shall notify
Landlord and Tenant of such selection in writing. The Renewal Fair Market Fixed
Rent set forth in the selected Fair Market Determination shall be conclusive and
binding upon both Landlord and Tenant.

            5. The fees and expenses of any such appraisal process shall be
borne by the parties equally, except that Landlord shall bear the expense, if
any, of the Initial Renewal Rent Notice and Tenant shall bear the expense of
Tenant's Appraiser, and each party shall bear the expense of its attorneys and
experts.

            6. Tenant's Appraiser and the Final Appraiser each shall be a
disinterested person of at least five (5) years experience as a real estate
appraiser in the State of New Jersey who shall be a member of the "MAI" society
of appraisers and shall have had experience as a broker or appraiser of
first-class commercial office real estate in the "Piscataway, New Jersey" office
market.

            7. It is expressly understood, and each appraiser shall acknowledge
and agree, that any determination of the Renewal Fair Market Fixed Rent shall be
based solely on the definition thereof as set forth in Section 15.1.3(b) of the
Lease, including the assumptions and criteria set forth in such definitions. The
appraisers shall not have the power to add to, modify or change any such
Definitions or any other provisions of the Lease, and the Jurisdiction of the
appraisers is accordingly limited.


                                       H-2