LEASE AGREEMENT








                                 BY AND BETWEEN







                          AMAX REALTY DEVELOPMENT, INC.

                                       AND

                         V. PAULIUS AND ASSOCIATES, T/A

                         PORT CARTERET, A JOINT VENTURE,

                                               Landlord,

                                     - and -

                             DI GIORGIO CORPORATION,

                                                 Tenant.


                          ----------------------------

                             DATED: November 26, 1997

                          ----------------------------



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                                TABLE OF CONTENTS

                                                                         Page

PREAMBLE                                                                  1

BASIC LEASE PROVISIONS AND DEFINITIONS                                    1

1.       Premises                                                         3

2.       Term                                                             3

3.       Completion and Possession                                        3

4.       (Intentionally Omitted)                                          6

5.       Rental                                                           6

6.       Use                                                              7

7.       Insurance                                                        9

8.       (Intentionally Omitted)                                         12

9.       Fire and Other Casualty                                         12

10.      Repairs and Maintenance                                         14

11.      Covenants Against Liens                                         15

12.      Alterations                                                     16

13.      Condemnation                                                    17

14.      Access and Right to Exhibit                                     19

15.      Assignment                                                      19

16.      Rules and Regulations, Compliance With Laws                     23

17.      Utilities                                                       25

18.      Signs                                                           26

19.      Taxes                                                           26

20.      Additional Charges                                              28

21.      Non-Liability of Landlord                                       28

22.      Indemnity                                                       29

23.      Right to Cure Default                                           29

24.      Remedies Upon Default                                           30

25.      Waiver of Redemption                                            33

26.      Mortgage Priority                                               33

27.      Surrender of Premises                                           35

28.      Unavoidable Delays                                              35

29.      Landlord Consent                                                36

30.      Certification                                                   36

31.      Waiver of Trial by Jury                                         37

32.      Quiet Enjoyment                                                 37

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33.      Landlord                                                        37

34.      Notices                                                         38

35.      Covenants, Effect of Waiver                                     38

36.      Holding Over                                                    38

37.      References                                                      39

38.      Entire Agreement                                                39

39.      Attornment                                                      39

40.      Security                                                        39

41.      Option to Purchase                                              42

42.      Real Estate Broker                                              45

43.      Future Easements                                                45

44.      Adjacent Excavation and Shoring                                 46

45.      Validity of Lease                                               46

46.      Representations                                                 46

47.      Environmental Provisions                                        46

48.      Renewal Option                                                  55

49.      Option to Lease Additional Lands                                56

50.      Additional Building                                             59

51.      Tenant's Rights                                                 61

52.      Waiver of Distraint                                             62

53.      No Option                                                       62

54.      Memorandum of Lease                                             62

<PAGE>



                               AGREEMENT OF LEASE


         Between AMAX REALTY DEVELOPMENT,  INC., a Delaware corporation,  and V.
PAULIUS  AND  ASSOCIATES,  a  New  Jersey  corporation,  collectively  t/a  PORT
CARTERET,  a joint  venture  (hereinafter  called  "Landlord"),  and DI  GIORGIO
CORPORATION, a Delaware corporation (hereinafter called "Tenant").

                                    PREAMBLE

BASIC LEASE PROVISIONS AND DEFINITIONS.

         In  addition  to other  terms  elsewhere  defined  in this  lease,  the
following  terms  whenever  used in this lease should have only the meanings set
forth in this section,  unless such meanings are expressly modified,  limited or
expanded elsewhere herein.


(1)      Date of Lease:  November 26, 1997

         (2)      Exhibits:  The following  Exhibits  attached to this lease are
                  incorporated herein and made a part hereof:

                  Exhibit "A":          Legal Description of the Property
                  Exhibit "A-1":        Title Matters
                  Exhibit "B":          Plans and Specifications
                  Exhibit "C":          Site Plan
                  Exhibit "D":          Intentionally Omitted
                  Exhibit "E":          Intentionally Omitted
                  Exhibit "F":          Ground Lessor Non-Disturbance,
                                        Recognition and Attornment Agreement
                  Exhibit "G":          Declaration of Environmental
                                        Restrictions
                  Exhibit "H":          Prepayment Penalty Cap
                  Exhibit "I":          Lender Non-Disturbance, Subordination
                                        and Attornment Agreement
                  Exhibit "J":          (Intentionally Omitted)
                  Exhibit "K":          Additional Lands
                  Exhibit "L":          Grocery Products
                  Exhibit "L-1":        Frozen Food Products
                  Exhibit "L-2"         Dairy Products

         (3)      Building:  One (1) building consisting of approximately
                  one hundred sixty-nine thousand nine hundred fifteen
                  (169,915) square feet of base building ("Base
                  Building"), approximately four thousand six hundred
                  seventy-five (4,675) square feet of maintenance and/or
                  mezzanine area ("Initial Mezzanine Area"), and
                  approximately four thousand two hundred sixty-two
                  (4,262) square feet of maintenance and/or mezzanine
                  area ("Subsequent Mezzanine Area"), collectively the
                  "Mezzanine Area", and in the aggregate being approximately one
                  hundred   seventy-eight   thousand  eight  hundred   fifty-two
                  (178,852) square feet, located in Carteret, New Jersey.

         (4)      Premises:  The Land  together  with  the  Building  and  other
                  improvements as shown on Exhibit "C".

         (5)      Land: The parcel of land described on Exhibit "A",  consisting
                  of 13.5+/- acres.

         (6)      Term: From and after the  Commencement  Date and ending twenty
                  (20)  years  from  the   Commencement   Date,   unless  sooner
                  terminated  as provided  for herein or  extended as  similarly
                  provided for herein.

         (7)      Commencement  Date:  The  Delivery of  Possession  of the Base
                  Building and Initial  Mezzanine Area by Landlord to Tenant, as
                  defined in  subparagraph  3(a) or the date upon  which  Tenant



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                  shall  commence  the  delivery  of  merchandise  from the Base
                  Building whichever shall occur first.

         (8)      Subsequent  Mezzanine Area Commencement  Date: The Delivery of
                  Possession  of the  Subsequent  Mezzanine  Area by Landlord to
                  Tenant, as defined in subparagraph 3(a) or the date upon which
                  Tenant shall conduct business therefrom, whichever shall occur
                  first.

         (9) Fixed Rent: The Fixed Rent shall be as follows:

Base Building and Initial Mezzanine Area

                       Annual
Lease      Leased     Rent Per       Annual         Monthly
Year      Premises   Square Foot   Fixed Rent      Fixed Rent

 1-10   174,590 s.f.  $10.15      $1,772,088.50    $147,674.04
11-20   174,590 s.f.  $11.30      $1,972,867.00    $164,405.58

Subsequent Mezzanine Area

                       Annual
Lease      Leased     Rent Per       Annual         Monthly
Year      Premises   Square Foot   Fixed Rent      Fixed Rent

 1-10    4,262 s.f.    $10.15     $ 43,259.30      $ 3,604.94
11-20    4,262 s.f.    $11.30     $ 48,160.60      $ 4,013.38
(collectively the Fixed Rent)

         The  actual  initial  Fixed Rent  shall be  determined  and paid on the
actual square  footage of the Base Building and the Mezzanine  Area,  based upon
outside measurements, as determined upon the respective Commencement Dates.

         (10)     Termination  Date:  On  midnight of the day prior to the 241st
                  month  following  the  Commencement  Date, as such date may be
                  extended as provided in subparagraph 3(b).

         (11)     Permitted  Use:  Any  lawfully  permitted  use which  does not
                  require any variance or other relief from  applicable  law and
                  for no other purpose.

         (12)     Tenant's Standard Industrial Classification Number:
                  5141.

         (13)     Tenant's address:  380 Middlesex Avenue, Carteret, New
                  Jersey 07008

         (14)     Landlord's address:  c/o Amax Realty Development, Inc.,
                  300 Middlesex Avenue, Suite D, Carteret, New Jersey
                  07008

         (15)     Broker:  Jacobson, Goldfarb & Tanzman Associates

         (16)     Security:  By good  funds  and/or  Letter  of Credit an amount
                  equal to two (2) months Fixed Rent.



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                               W I T N E S S E T H

         1.  Premises.  The  Landlord  hereby  leases the Premises to Tenant and
Tenant hereby takes the Premises from Landlord,  subject however,  to all of the
terms,  covenants,  provisions  and conditions  herein set forth,  mortgages and
ground  leases  as  set  forth  on  Exhibit  "A-1",  and  to  all  other  liens,
encumbrances,   conditions,  rights,  easements,  restrictions,   rights-of-way,
covenants  and  matters of record  shown on Exhibit  "A-1",  and all present and
future zoning and building laws, ordinances,  regulations and codes affecting or
governing the Building  and/or Land or which  hereafter may affect or govern the
Building and/or Land.

         TO HAVE AND TO HOLD the  Premises  for the Term and at the rents herein
set forth.

         2.       Term.

                  (a) The Term shall commence on the Commencement Date and shall
terminate on the  Termination  Date,  unless  sooner  terminated  or extended as
herein expressly provided.

                  (b) For purposes of this lease, a "Lease Year" shall be deemed
to be each consecutive period of twelve (12) months during the Term, starting on
the Commencement  Date, except that the last Lease Year shall include the period
of time from the expiration of the prior Lease Year to the Termination Date.

         3.       Completion and Possession.

                  (a) Landlord  shall  construct  and complete the Building in a
good,  workmanlike  and diligent  manner and in compliance  with all  applicable
laws,  ordinances,  rules and regulations of any duly  constituted  governmental
authority having  jurisdiction  thereof and shall deliver possession of the Base
Building  and the  Initial  Mezzanine  Area  on  March  1,  1998  ("Delivery  of
Possession  Date").  For purposes of this  Paragraph 3, Initial  Mezzanine  Area
shall mean the Battery  Charging  Area as shown on Exhibit "B" attached  hereto,
and the  Subsequent  Mezzanine  Area shall mean all other work  relating  to the
Mezzanine  Area,  as shown on Exhibit B.  Delivery of Possession of (i) the Base
Building and the Initial  Mezzanine  Area including the parking area or (ii) the
Subsequent  Mezzanine  Area,  as the case may be, by Landlord to Tenant shall be
deemed to have been made when Landlord  shall have given Tenant notice of all of
the following:

                           (i)      The Base Building and the Initial Mezzanine
Area,  including the parking area, or the  Subsequent  Mezzanine  Area,  and all
improvements  required  on  Exhibit  "B" as  shall  be  necessary  to  obtain  a
Certificate of Occupancy for (i) the Base
Building and the Initial  Mezzanine Area or (ii) the  Subsequent  Mezzanine Area
have been Substantially  Completed,  as hereinafter  defined, in accordance with
the requirements hereof,  subject however to the provisions of subparagraph 3(c)
hereof; and

                           (ii)    All utilities, refrigeration, heating and air
conditioning systems serving the Base Building and the Initial Mezzanine Area or
the  Subsequent  Mezzanine  Area are new, have been installed and are in working
order; and

                           (iii)  The issuance of a Certificate of Occupancy
for the Base Building and the Initial Mezzanine Area or the
Subsequent Mezzanine Area.

                  (b) The parties hereto agree that this Paragraph 3 constitutes
an express provision as to the times at which Landlord shall deliver  possession
of the Premises to Tenant. Tenant shall not have any claim against Landlord, and
Landlord shall have no liability to Tenant, by reason of any postponement of the
Delivery of Possession of (i) the Base Building


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<PAGE>

and the Initial Mezzanine Area, or (ii) the Subsequent Mezzanine Area, except as
provided in  subparagraphs  3(d) and 5(a) hereof,  and Tenant  hereby waives any
rights to rescind this lease which Tenant  otherwise  might have pursuant to any
law now or hereafter in force, except as otherwise provided in this Paragraph 3.

                                                                               
                 (c) The Base Building and the Initial Mezzanine Area, including
the parking  area shall be deemed  "Substantially  Complete"  or  "Substantially
Completed," and Delivery of Possession  thereof shall be deemed to have occurred
notwithstanding  that the truck  heaters and striping for the parking area shall
not be completed,  that the landscaping shall not be completed and that minor or
insubstantial details of construction,  installation, decoration, finishing work
or  mechanical  adjustments  remain to be done therein  provided  same would not
unreasonably  interfere with Tenant's use and occupancy thereof.  The Subsequent
Mezzanine  Area  shall be  deemed  "Substantially  Complete"  or  "Substantially
Completed"  and Delivery of Possession  thereof shall be deemed to have occurred
notwithstanding  that the  landscaping  shall not be completed and that minor or
insubstantial details of construction,  installation, decoration, finishing work
or  mechanical  adjustments  remain to be done therein  provided  same would not
unreasonably interfere with Tenant's use and occupancy thereof.

                  (d) If Landlord  shall not cause Delivery of Possession of the
Base Building and the Initial  Mezzanine Area to occur within one hundred eighty
(180) days following the Delivery of Possession  Date, then Tenant,  at any time
thereafter,  but  prior  to the  Commencement  Date,  shall  have  the  right to
terminate this lease on notice to Landlord.  The provisions of this subparagraph
3(d) and subparagraph 5(a) shall constitute the sole and
exclusive rights and remedies to which Tenant shall be entitled in the event the
Commencement  Date does not occur in accordance with the provisions of Paragraph
3 of this lease.

                  (e)  Landlord  shall  proceed  diligently,  subject  to Tenant
Delay,  as defined in subparagraph  3(g) hereof and/or  Unavoidable  Delays,  as
defined in Paragraph 28 hereof,  to Substantially  Complete the remainder of the
parking area and the Subsequent Mezzanine Area on or before June 1, 1998, and in
no event prior to the  Substantial  Completion  of the Base Building and Initial
Mezzanine Area.

                  (f)      (Intentionally Omitted)

                  (g) If as a consequence  of any Tenant Delay,  the Delivery of
Possession of the Base Building and the Initial Mezzanine Area or the Subsequent
Mezzanine  Area shall be  delayed,  despite the  application  by Landlord of due
diligence (which shall not include  overtime or weekend work),  then and in such
event, the Commencement  Date and/or the Subsequent  Mezzanine Area Commencement
Date,  as the case may be,  shall be deemed to be the date on which the Delivery
of  Possession  of the  Base  Building  and the  Initial  Mezzanine  Area or the
Subsequent  Mezzanine  Area would have  occurred had it not been for said Tenant
Delay as set  forth in a notice  delivered  by  Landlord  to  Tenant,  provided,
however,  Landlord's  declaration  of such date  shall be without  prejudice  to
Tenant's  rights to object to said date.  Tenant  Delay  shall be defined as the
actual delay  incurred in Landlord's  failure to cause Delivery of Possession of
the Base Building and the Initial Mezzanine Area and/or the Subsequent Mezzanine
Area as a result of any of the following:  (i) changes  resulting in work orders
requested by Tenant only to the extent  Landlord  shall have notified  Tenant at
the time of such work order(s) of its reasonable  estimate of the number of days
the Delivery of Possession of the Base Building and the Initial  Mezzanine  Area
and/or the Subsequent  Mezzanine Area may be extended and Tenant consents to the
performance  of such work  order(s);  (ii)  Tenant's  default under the terms or
provisions  of this  lease and  failure  to cure such  default  within  the time


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<PAGE>

periods  provided  for in this lease  following  delivery of notice to Tenant by
Landlord;  or  (iii)  the  performance  or  non-performance  of any  other  work
performed,  or which is to be performed,  by Tenant which delays or prevents the
Substantial  Completion of the Base Building and Initial  Mezzanine  Area or the
Subsequent  Mezzanine Area, including the issuance of a Certificate of Occupancy
or any other required governmental approval.

                  (h)      (Intentionally Omitted)

                  (i)      (Intentionally Omitted)

                  (j)      If, as a result of any Tenant Delay, Landlord
incurs  additional  costs in excess of the cost Landlord would have incurred but
for such Tenant Delay, such additional cost shall be paid by Tenant to Landlord,
as Additional  Rental,  within thirty (30) days after Landlord submits a bill to
Tenant for the same.

                  (k) Subject to the provisions of  subparagraph  5(a),  Tenant,
upon Delivery of Possession of the Base Building and the Initial  Mezzanine Area
or the Subsequent Mezzanine Area, shall be conclusively deemed to have certified
to  Landlord  and its  mortgagee  that the Term and the date for the  payment of
Rental therefor  pursuant to this lease shall have commenced,  that there is not
then any offset  against  any Rental to be paid  pursuant  to this lease nor any
violation  of any of the  terms  of this  lease on the  part of  Landlord,  that
Landlord,  as of  the  date  thereof,  has  performed  all  of  its  obligations
hereunder,  and that the Base  Building  and the Initial  Mezzanine  Area or the
Subsequent  Mezzanine Area, as the case may be, is in satisfactory  condition as
of the date of such  delivery,  subject solely to latent defects and minor items
to be set forth on a "punch list" and such other items as Tenant  shall  specify
in a notice to  Landlord,  which  punch list and notice  shall be  submitted  to
Landlord  within sixty (60) days  following  the  Commencement  Date of the Base
Building and the Initial  Mezzanine Area or within sixty (60) days following the
Subsequent  Mezzanine Area Commencement  Date, as the case may be, and completed
by  Landlord  in each case within  sixty (60) days  thereafter.  Nothing in this
subparagraph  3(k) shall  affect,  modify or lessen the guaranty of Landlord set
forth in subparagraph  10(b) of this lease.  The foregoing  provisions  shall be
self-operative  and no further  instrument  or other  writing  shall be required
unless any Permitted Mortgagee,  as defined in Paragraph 26, shall deem the same
appropriate,  in which event Tenant  promptly  shall  execute any  instrument or
other writing  containing  the  foregoing  and such other similar  provisions in
regard to the  condition of the  Premises,  the Rental and the Term, as shall be
reasonably requested by said Permitted Mortgagee.

                  (l)      Intentionally deleted.

                 (m) At all times prior to the Commencement Date, Landlord shall
permit Tenant to enter the Premises for the purpose of performing Tenant's Work,
and any work  necessary in order to prepare the Premises for its  occupancy,  at
its sole risk, cost and expense. From and after the date hereof,  Landlord shall
provide  Tenant access to the Building  prior to the  Commencement  Date so that
Tenant may  install  Tenant's  racks for the  warehousing  of its goods,  all at
Tenant's  sole risk,  cost and expense.  Tenant agrees that during the course of
any work which it performs,  whether  performed  prior to or  subsequent  to the
Commencement  Date, it will:  (i) not damage,  delay or interfere  with any work
being performed by Landlord or any other persons in or about the Premises;  (ii)
comply with all procedures  and  regulations  reasonably  prescribed by Landlord
from time to time for  coordination  of such work and activities  with any other
work being  performed  in or about the Premises by  Landlord,  its  designees or
contractors;  (iii) not do or permit  anything to be done which would  interfere
with the  construction or operation of any work or activities being conducted by
Landlord  or  any  other  persons  in or  about  the  Premises.  Landlord  shall


                                       5
<PAGE>

immediately  notify Tenant of any such circumstance  when Landlord  learned,  or
reasonably  shall have  learned,  of such delay.  If Tenant  fails or refuses to
comply with any of the foregoing obligations of this Paragraph, then in addition
to any other  rights and remedies to which  Landlord  may be entitled,  Landlord
shall have the right to require Tenant to immediately  cease the  performance of
such work and activities until the Commencement Date.

                  (n)  Any  access  or   possession   by  Tenant  prior  to  the
Commencement  Date shall be subject to all of the terms,  provisions,  covenants
and  conditions  of this lease  except for the  payment of Rental (as defined in
Paragraph 5 of this lease),  provided,  however,  Tenant agrees to maintain such
insurance as is required pursuant to subparagraphs 7(a)(ii),  (iii), (b) and (c)
hereof, together with an installation floater insurance policy or endorsement to
insure the  improvements,  work,  furniture,  fixtures and equipment  performed,
installed or located on the Premises by Tenant.

                  (o) Tenant, at its sole cost and expense, shall be required to
procure  any  and  all  approvals  from  any  governmental   authorities  having
jurisdiction  thereover,  relating  to or arising  out of,  Tenant's  Work,  the
business of Tenant or its use or  occupancy  of the  Premises;  which  approvals
shall include but shall not be limited to, applicable use permits,  Certificates
of  Continued  Occupancy,  any other  permits and any  environmental  protection
approvals, other than the Certificate(s) of Occupancy to be obtained by Landlord
hereunder.  Tenant agrees to make prompt  application and to proceed  diligently
and  in  good  faith  to  procure   all   necessary   approvals   (collectively,
"approvals"),  including all work in connection  therewith,  and within ten (10)
days following  request  therefor,  to furnish  Landlord with true copies of all
writings  submitted or received in connection  therewith and forthwith to notify
Landlord in writing of all determinations regarding such approvals.

                  (p) Landlord  agrees that during the course of completing  the
Subsequent Mezzanine Area, Landlord will not damage, delay or interfere with the
activities of Tenant on or at the Premises,  will comply with all procedures and
regulations  reasonably  prescribed by Tenant from time to time for coordinating
of  Landlord's  work in  completing  the  Subsequent  Mezzanine  Area  with  the
activities of Tenant on or at the Premises,  and will comply with the provisions
of subparagraph 14(a) hereof.

         4.       (Intentionally Omitted)

         5.       Rental.

                  (a) Tenant  covenants  and agrees to pay to Landlord the Fixed
Rent, from and after the Commencement Date for the Base Building and the Initial
Mezzanine  Area and from and after the Subsequent  Mezzanine  Area  Commencement
Date for the  Subsequent  Mezzanine  Area  respectively,  in  advance,  in equal
monthly  installments on or before the first business day of each calendar month
during the Term,  provided,  however,  notwithstanding  anything to the contrary
contained in this lease, in no event shall Fixed Rent be due or payable prior to
March 1, 1998. If the  Commencement  Dates for the Base Building and the Initial
Mezzanine  Area  and/or the  Subsequent  Mezzanine  Area shall be other than the
first day of a month,  the  Monthly  Fixed  Rent  therefor  shall be paid on the
applicable  Commencement Date and on the first business day of the last month of
the Term on a pro rata basis for the  fractional  part of the month  between the
date same is due and the last day of said month or the Termination  Date, as the
case may be.  Notwithstanding  anything to the contrary contained in this lease,
Tenant  shall have no  obligation  to pay Fixed Rent until such time as Landlord
causes the Delivery of Possession of the Base Building and the Initial Mezzanine


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Area or the Subsequent  Mezzanine Area in accordance  with  subparagraphs  3(a),
3(b), 3(c), 3(g) and 3(m) hereof.

                  (b)      (Intentionally Omitted)

                  (c) All charges,  including  Taxes as defined in Paragraph 19,
other  than  Fixed  Rent  payable  pursuant  to this  lease  herein  are  called
"Additional  Rental." All  payments of  Additional  Rental,  except as otherwise
provided  herein,  shall be due and payable to Landlord in the same manner as is
set forth in  subparagraph  5(a) on the first business day of the calendar month
or thirty (30) days following demand therefor, whichever shall later occur.

                  (d) The Fixed Rent and  Additional  Rental herein are referred
to  collectively  as "Rental".  All Rental payments shall be paid to Landlord at
the address above  designated or to such other place as Landlord may  designate,
without any prior notice or demand therefor and without any deduction, abatement
or setoff, except as otherwise provided in this lease.

                 (e) If any payment of Rental due hereunder shall be overdue for
at least five (5) days,  a "late  charge"  may be charged at the rate of one and
one-half  percent  (1-1/2%) per month on any Rental  which is overdue,  computed
from the due date until payment thereof, provided however, that such late charge
may not be imposed  for the first  three (3) times  during any twelve (12) month
period in which any payment of Rental is late,  unless  Landlord  shall not have
received such Rental payment within forty-eight (48) hours following delivery of
notice to Tenant of such  non-payment.  This charge  shall be in addition to and
not in lieu of any other remedy Landlord may have under the circumstances and is
in addition to any charge by Landlord to Tenant for reasonable  fees and charges
of any agents or attorneys Landlord may employ as a result of any default in the
payment of Rental hereunder whether  authorized herein or by law. Any such "late
charge",  if not previously  paid, at the option of Landlord,  shall be added to
and shall become part of the succeeding  Rental payment to be made hereunder and
shall be deemed to constitute Additional Rental.

                  (f) It is the  intention of the parties  hereto that the Fixed
Rent payable  hereunder shall be absolutely net to Landlord,  so that this lease
shall yield to Landlord the annual Fixed Rent specified  herein during the Term,
and that all costs, expenses and obligations of every kind and nature whatsoever
relating  to  the  Premises  shall  be  paid  by  Tenant,  except  as  otherwise
specifically provided for herein.

         6.       Use.

                  (a)  The  Premises  are to be used by  Tenant  solely  for the
Permitted  Use in  accordance  with all  applicable  rules,  regulations,  laws,
ordinances and  requirements  of  governmental  authorities;  and all applicable
terms  and  provisions  of  this  lease,  including  but  not  limited  to,  the
prohibition  against  exceeding  floor  capacity  and  the  prohibition  against
committing  waste on or to all or any portion of the structure  and/or any other
portion  of the  Building  or to any other  improvement  on the  Premises  which
Landlord is  obligated  to repair,  maintain  and/or  replace,  and for no other
purposes.

                  (b) As long  as  Tenant  shall  use  substantially  all of the
Premises for the warehouse and distribution to supermarkets of a majority of the
Grocery  and/or  Frozen Food  Products  (as  defined on  Exhibits  "L" and "L-1"
attached  hereto,  respectively),  for its own account,  Landlord  agrees to the
following:

                        (i) If Site 6 (as  set  forth  on the map of the  
Industrial Park, as hereinafter defined) is improved as a public cold storage
facility:



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<PAGE>

                                    (A)     It cannot be used to store products
for nor leased to (i) C&S Wholesale Grocers, Inc., (ii) Richfood Holdings, Inc.,
(iii) Super Valu, Inc., (iv) Bozzutos, Inc., (v) Twin County Grocers, Inc., or 
(vi) any of their "Related Parties."

                                    (B)     "Related Parties" means any of the
designated  entity's (i)  successors  or assigns,  whether by merger,  sale of
stock or assets or otherwise,  or (ii) direct or indirect parent,  subsidiaries
or affiliates  (which for purposes  hereof shall mean any entity which directly
or indirectly  owns more than 50% in interest of the designated  entity,  or in
which the designated  entity owns more than 50% in interest in such entity,  or
as to which there is direct or indirect  common  ownership  with the designated
entity to the extent of more than 50%).

                                                                                
                        (ii) Not more than an  aggregate  of  seventy-five  
thousand  (75,000)  square  feet of  rentable  square  footage of any  presently
unimproved site subsequently improved at the Industrial Park ("Subsequent Site")
(including  Site 6 except  during  such  period that it is used as a public cold
storage  facility)  can be  used  (other  than  by  Tenant  or  any of  Tenant's
Affiliates) by an entity engaged at such Site in the business of warehousing and
distribution  of a majority of the Grocery  Products  which are not  produced or
manufactured by such entity and/or any of its Related Parties; and not more than
an aggregate of fifty (50,000)  thousand  square feet of rentable square footage
of a  Subsequent  Site can be used  (other  than by  Tenant  or any of  Tenant's
Affiliates) by an entity engaged at such Site in the business of warehousing and
distribution of a majority of the Frozen Food Products which are not produced or
manufactured  by  such  entity  and/or  any  of  its  Related  Parties,  to  any
supermarket  owned or operated by (i) The Great  Atlantic & Pacific Tea Company,
Inc., (ii) Kings  Supermarkets,  Inc., (iii) Giant Food, Inc., (iv) King Kullen,
(v) Red Apple Group, Inc., (vi) Foodtown, or (vii) any of their Related Parties.

                        (iii)  During the first ten (10) Lease Years of this 
lease,  not more than an aggregate  of fifty  (50,000)  thousand  square feet of
rentable  square footage of a Subsequent  Site can be used (other than by Tenant
or any of Tenant's Affiliates) by an entity engaged at such Site in the business
of warehousing and  distribution of a majority of the Dairy Products (as defined
on Exhibit L-2 attached hereto),  which are not produced or manufactured by such
entity and/or any of its Related Parties,  to any supermarket  owned or operated
by (i) The Great Atlantic & Pacific Tea Company,  Inc., (ii) Kings Supermarkets,
Inc., (iii) Giant Food, Inc., (iv) King Kullen,  (v) Red Apple Group, Inc., (vi)
Foodtown, or (vii) any of their Related Parties; provided however that if Tenant
shall  have  leased  additional  premises  within  the  Industrial  Park for the
warehousing   and   distribution   of  a  majority  of  the  Dairy  Products  to
supermarkets, for its own account, within the first ten (10) Lease Years, and if
such lease shall deal with use restrictions of Dairy Products,  and specifically
provide that it shall  supersede the  applicable use  restriction  provisions of
this lease, then the provisions of this subparagraph  (b)(iii) shall become null
and void and of no  further  force  and  effect as of the  commencement  of such
subsequent  lease and the provisions of such subsequent  lease shall control the
matters set forth in this subparagraph (b)(iii).

                           (iv)  It is specifically understood and agreed that 
the  restrictions  set forth in subparagraph  6(b) hereof shall not apply to any
Permitted  Mortgagee  and/or any other  subsequent  owner of any such Subsequent
Site  which  shall  acquire  title  through,  by or as a result  of  foreclosure
proceedings  or a deed in lieu of  foreclosure of a mortgage held by a Permitted
Mortgagee,  and/or  their  successors  and  assigns.  For the  purposes  of this
Paragraph 6,  Permitted  Mortgagee  shall mean the  entities  described in items


                                       8
<PAGE>

(iv)-(ix)  of  subparagraph  26(f),  and shall not include  items  (i)-(iii)  of
subparagraph  26(f). It is further  understood and agreed that the  restrictions
set forth in  subparagraph  6(b)  shall  become  null and void and of no further
force or effect upon the  termination  of this lease for any reason other than a
permitted  termination  of this lease by Tenant,  if any,  due to the default of
Landlord  hereunder,  or as a result  of the  sale of the  Premises  to  Tenant,
pursuant hereto.

                           (v)  The foregoing restrictions shall be set forth
in the lease (or other  document  allowing such use),  and in the  Memorandum of
Lease referred to in Paragraph 54 hereof.

                           (vi) If Landlord does not include the aforesaid
appropriate  restrictions  in the lease or other document  allowing such use and
the Memorandum of Lease, and if such user violates said restriction, then Tenant
shall be entitled to seek injunctive  relief and/or damages against Landlord and
such user  incurred as a result of such  violation.  If Tenant shall  prevail in
such proceedings, then it shall be entitled to be reimbursed by Landlord for its
reasonable legal fees and costs incurred in maintaining such proceeding(s).

                           (vii)  If Landlord includes the aforesaid
appropriate  restrictions  in the lease or other document  allowing such use and
the  Memorandum  of Lease,  and if such user  violates  said  restriction,  then
Tenant, as its sole and exclusive remedy against Landlord,  shall have the right
to require  that  Landlord  assign to Tenant  all of its rights to enforce  such
restrictions.   Each  lease  (and  other   relevant   document)   shall  provide
specifically that Tenant is a third party beneficiary of such restrictions, with
full rights to enforce such restrictions.

                           (viii) These leasing/use restrictions shall bind
Landlord  and its  successors  and  assigns  with  respect  to Site 6 and  every
Subsequent  Site,  and Landlord will advise all of its successors and assigns of
such restrictions.

         7.       Insurance.

                  (a) Tenant shall provide,  on or before the Commencement Date,
and shall  keep in force at all  times  during  the  Term,  at its sole cost and
expense:

                           (i)      Insurance against physical loss or damage to
the  Building and  improvements  as provided by a standard  "All Risk"  property
policy  including but not limited to, fire and extended  coverage and earthquake
coverage, on a full replacement basis, without any co-insurance,  with an agreed
amount endorsement initially in the sum of Sixteen Million Five Hundred Thousand
($16,500,000)  Dollars, which endorsement amount shall be increased from time to
time, as Landlord  reasonably  may request,  to amounts not less than the actual
replacement  cost of the  Building  and  improvements,  including  improvements,
alterations  and additions  installed by Tenant.  Such policies shall contain an
endorsement  to  provide  for  additional  coverage  resulting  from  changes in
applicable law, such other endorsements as Landlord  reasonably may request from
time to  time,  and  shall  contain  deductibles  of not more  than Two  Hundred
Thousand and 00/100 Dollars ($200,000.00) per occurrence,  as such amount may be
adjusted  from  time to time in  accordance  with  the  percentage  increase  or
decrease in the Index,  as defined in Paragraph 41, over that existing as of the
Commencement  Date of this lease,  or such other  greater  amount as the parties
mutually may agree upon;

                           (ii)     Commercial General Liability Insurance
against  claims  for  personal  and  bodily  injury,  death or  property  damage
occurring on, in or as a result of the ownership, occupancy,  maintenance or use
of the  Premises,  in an amount not less than Five  Million  and 00/100  Dollars
($5,000,000.00)  per   occurrence/annual   aggregate,   including  all  coverage
extensions  that are usual and customary for  properties of the size and type of


                                       9
<PAGE>

the Premises  provided,  however,  that Landlord shall have the right to require
such higher limits as it reasonably may request from time to time;

                           (iii)    Worker's Compensation Insurance in
compliance  with  applicable  law  covering  all  persons  employed by Tenant in
connection  with any work done on or about any of the  Premises for which claims
for death, disease or bodily injury may be asserted against Landlord,  Tenant or
the Premises, except to the extent to which Tenant is a qualified self-insured;

                           (iv)    Comprehensive Boiler and Machinery Insurance,
including but not limited to Service Interruption,  Expediting Expenses, Ammonia
Contamination,  Hazardous Clean-Up and Comprehensive  Object  Definition,  in an
amount not less than Five Hundred Thousand and 00/100 Dollars  ($500,000.00) for
damage to property, bodily injury or death resulting from such covered perils as
found in a standard Comprehensive Boiler & Machinery Policy. Such policies shall
contain a  deductible  not to exceed Two  Hundred  Thousand  and 00/100  Dollars
($200,000.00),  as such amount may be adjusted  from time to time in  accordance
with the  percentage  increase or decrease in the Index over that existing as of
the Commencement Date of this lease;

                           (v)      Rental insurance to provide for loss of all
or any  portion of the  Rental  with such  endorsement  as may be  necessary  to
indemnify  Landlord  against the loss of any Rental as a result of an occurrence
for a period of not less than one (1) year from the time of loss;

                           (vi)    During any period in which alterations (which
shall not include initial  construction) at the Premises are being undertaken by
Tenant,  Builder's Risk insurance  covering the total completed  value,  without
co-insurance,  including any "soft costs" with respect to the improvements being
altered or repaired (on a completed  value,  non-reporting  basis),  replacement
cost of work  performed  and  equipment,  supplies  and  materials  furnished in
connection with such construction or repair of improvements,  together with such
"soft cost" endorsements and such other endorsements as Landlord  reasonably may
require with respect to the improvements being constructed, altered or repaired;

                           (vii)  (Intentionally Omitted)

                           (viii) Such other insurance in connection with
any of the Premises as Landlord  reasonably  may  require,  which at the time is
usual  and  commonly   obtained  in  connection  with   properties   located  in
north-central  New Jersey  similar in type of building and use to the  Premises.
Landlord  represents  that the  Premises  presently  are not  located in a flood
hazard zone which requires the maintenance of flood hazard insurance pursuant to
Federal law.

                  (b) Except as otherwise provided in subparagraph 47(e), Tenant
agrees that its insurance  policies to be obtained  hereunder shall provide that
the insurance  carriers shall waive all rights of subrogation  against  Landlord
and that such  policies  shall not be  invalidated  should the insured  waive in
writing  prior to a loss any or all  right of  recovery  against  any  party for
losses covered by such  policies.  Tenant hereby waives and releases any and all
right of recovery which it otherwise might have against Landlord, its agents and
employees,  and all  liability or  responsibility  of  Landlord,  its agents and
employees,  for all  injury and for loss or damage to its  contents,  furniture,
furnishings,  fixtures and other property of Tenant,  notwithstanding  that such
injury,  loss or damage may result from the  negligence  or fault of Landlord or
any of its agents or  employees.  During the  construction  of the  Building  by
Landlord,  Landlord agrees to maintain, at its sole cost and expense,  Builder's
Risk  insurance  covering  the  total  completed  value,  without  co-insurance,


                                       10
<PAGE>

including  any "soft costs" with respect to the  improvements  being  altered or
repaired (on a completed value,  non-reporting basis),  replacement cost of work
performed and  equipment,  supplies and materials  furnished in connection  with
such  construction  or repair of  improvements,  together  with such "soft cost"
endorsements and such other  endorsements as Tenant  reasonably may require with
respect to the improvements being constructed, altered or repaired.

                  (c) Landlord agrees that any policies of insurance relating to
the Premises  which it may maintain shall provide for a waiver of subrogation in
favor of Tenant in form and  substance  substantially  the same as the waiver of
subrogation  in favor  of  Landlord  as  required  of  Tenant  pursuant  to this
subparagraph 7(c).  Landlord  acknowledges and Tenant declares that Tenant shall
have and does not waive any claim against  Landlord for any injury,  loss and/or
damage to its business resulting from Landlord's default or breach of Landlord's
obligations  contained  in this  lease.  Except with  respect to the  provisions
contained in  subparagraph  47(e),  to the extent Tenant is insured,  and to the
extent  recovery  is  obtained  by  Tenant,  which  recovery  Tenant  agrees  to
diligently  pursue,  Tenant waives its right to claim  against  Landlord for any
injury,  loss  and/or  damage to Tenant's  property  resulting  from  Landlord's
default or breach of Landlord's obligations contained in this lease.

                  (d) Tenant  agrees to deliver to Landlord,  at or prior to the
Commencement  Date,  and  thereafter  at least  thirty  (30)  days  prior to the
expiration  of any such policy,  a certificate  of insurance  (Accord 27) of all
policies  procured  by  Tenant in  compliance  with its  obligations  hereunder,
together  with evidence of payment  therefor.  All of said policies of insurance
shall be for the mutual  benefit of and shall name  Landlord  and its  designees
(without  any  obligation  to pay  premium) as named  insureds  on all  policies
obtained  pursuant to  subparagraphs  7(a)(i),  (iv) and (v) hereof,  as well as
additional  insureds as to subparagraph  7(a)(ii) and as additional  insureds as
their  interests  may appear,  as to  insurance  policies  obtained  pursuant to
subparagraph  7(a)(vi) hereof. All insurance policies shall be in form, amounts,
including deductibles (except as otherwise herein provided),  and with insurance
companies  licensed  to do  business  in the State of New Jersey and  reasonably
satisfactory  to Landlord and its  mortgagee.  All such  policies  shall contain
standard non-contributory mortgagee clauses in favor of Landlord's mortgagee, to
the extent applicable, and an endorsement stating that such insurance may not be
canceled and/or amended except upon not less than thirty (30) days' prior notice
to Landlord and any  designee of Landlord for any reason other than  non-payment
of  premium,  and upon  not  less  than  fifteen  (15)  days  prior  notice  for
non-payment  of  premium,  and shall  provide  that any loss  otherwise  payable
thereunder  shall  be  payable  notwithstanding:  (i)  any  act or  omission  of
Landlord,  Ground  Lessor,  any  mortgagee or Tenant  which  might,  absent such
provision, result in a forfeiture of all or part of such insurance payment; (ii)
the  occupation or use of any of the Premises for purposes more  hazardous  than
those permitted by the provisions of such policy; (iii) any foreclosure or other
action or  proceeding  taken by a  mortgagee  pursuant to any  provision  of the
mortgage,  note,  assignment or other  document  evidencing or securing any loan
encumbering the Premises upon the happening of an event of default  therein;  or
(iv) any change in title to or ownership of any of the Premises.

                  (e)   Anything   in   this   Paragraph   7  to  the   contrary
notwithstanding,  any  insurance  which  Tenant is required  to obtain  pursuant
hereto may be carried  pursuant  to a "blanket"  or umbrella  policy or policies
covering other properties or liabilities of Tenant, provided that such "blanket"
or umbrella  policy or policies  otherwise  shall comply with the  provisions of
this  Paragraph  7, and  provided  further  that such policy or  policies  shall
provide for a reserved  amount  thereunder with respect to the Premises so as to


                                       11
<PAGE>

assure  that the  amount  of  insurance  required  by this  Paragraph  7 will be
available  notwithstanding  any losses with respect to other property covered by
such  blanket  policies.  The  amount of the total  insurance  allocated  to the
Premises,  which amount shall be not less than the amounts required  pursuant to
this  Paragraph  7, shall be  specified  either:  (i) in each such  "blanket" or
umbrella policy; or (ii) in a written  statement,  which Tenant shall deliver to
Landlord, from the insurer thereunder. Tenant shall deliver certificates (Accord
27) of any such "blanket" or umbrella  policy to Landlord in accordance with the
provisions hereof.

                  (f) Tenant shall not carry  separate  insurance  concurrent in
form or  contributing  in the event of a  casualty,  with that  required in this
Paragraph 7 unless:  (i) Landlord,  Ground Lessor and any mortgagee are included
therein as named insureds,  with loss payable as provided herein;  and (ii) such
separate  insurance  complies  with the other  provisions  of this  Paragraph 7.
Tenant shall notify  Landlord  immediately of such separate  insurance and shall
deliver to  Landlord  the  original  policies  or  certified  copies  thereof in
accordance with the provisions of this Paragraph 7.

         8.       (Intentionally Omitted)

         9.       Fire and Other Casualty.

                  (a) In case  of fire or  other  casualty,  Tenant  shall  give
immediate  notice to  Landlord.  If the Premises  shall be damaged by fire,  the
elements or other  casualty  and the lease shall not  terminate  as  hereinafter
provided in this  paragraph 9, then Landlord shall repair the same in accordance
with the provisions of this  Paragraph 9. Landlord  shall proceed  diligently to
repair or  restore  the  Premises  to a  condition  of like kind and  quality as
delivered by Landlord at the Commencement  Date, and Tenant's  obligation to pay
Rental hereunder shall abate, in the same proportion which the square footage of
the portion of the  Building  rendered  untenantable  bears to the total  square
footage  of the  Building,  until  such  time as  Landlord  shall  Substantially
Complete the repair or  restoration  of the  Building.  If any  casualty  should
result in all or any portion of the Building  not being able to be  refrigerated
in  accordance  with the  provisions  of Exhibit B, the Building or such portion
thereof shall be deemed to be untenantable  for purposes of this Paragraph 9. So
long as Landlord is not in default of any of the terms,  covenants or conditions
of this lease, a sum equal to the  deductible  amounts set forth in the casualty
and/or  comprehensive  boiler and machinery insurance  policies,  if applicable,
maintained  by Tenant  pursuant to the  provisions of paragraph 7 of this lease,
and an amount  equal to all  insurance  proceeds  not  received by Landlord as a
result of acts of commission  and/or  omission of Tenant,  shall be paid over by
Tenant to Landlord,  within thirty (30) days following demand therefor,  whether
or not Landlord  shall be required to rebuild  which  payment shall be deemed to
constitute Additional Rental.  Landlord shall be required to repair,  restore or
replace any work,  non-trade  fixtures,  alterations,  additions or improvements
installed by Tenant which became part of the Building, and which shall have been
included  within the casualty  insurance to be maintained by Tenant  pursuant to
Paragraph  7. In no event  shall  Landlord  be  required  to repair,  restore or
replace any furniture, trade fixtures,  equipment or contents (including without
limitation  Tenant's  racks)  provided  by Tenant or any  Personal  Property  as
defined in Paragraph 27.

                  (b) In the  event  that the  repairs  or  restoration  are not
Substantially  Complete  within the  earlier of (i) twelve  (12) months from the
date of the  issuance  of a building  permit  with  respect  to such  repairs or
restoration,  or (ii)  eighteen  (18) months from the date of  casualty,  Tenant
shall have the right to  terminate  this lease and  vacate the  Premises  within


                                       12
<PAGE>

thirty (30) days thereafter by notice to Landlord which  termination  shall take
effect at any time within  twenty-four  (24) months  following the expiration of
such time to rebuild as  aforesaid.  Until such  termination  and vacatur,  each
party shall continue to perform its applicable obligations hereunder, and Tenant
shall pay the Rental herein reserved, except to the extent abated as provided in
subparagraph 9(a), which obligations shall terminate as of the date Tenant shall
vacate the  Premises.  To the extent Tenant  reoccupies  any space for which the
Rental was previously abated as provided in subparagraph  9(a), Tenant agrees to
resume the payment of Rental for such space until Tenant shall vacate such space
as  provided  herein.  Each  party  shall  perform  its  applicable  obligations
hereunder upon the termination of the lease, and thereafter  neither party shall
have any further obligation or liability to the other hereunder.

                  (c) Notwithstanding the foregoing provisions of this Paragraph
9, in the event that a portion of the  Building is  destroyed or damaged by fire
or other  casualty  during the last two (2) years of the then Term which portion
would  require  more than one  hundred  twenty  (120)  days to  restore,  in the
reasonable  estimate of Landlord,  then  Landlord or Tenant,  within thirty (30)
days after notice of Landlord's  reasonable estimate that repairs will take more
than one hundred  twenty  (120) days to restore,  which notice shall be given no
later  than  thirty  (30)  days  after  the  casualty,  shall  have the right to
terminate  this lease on thirty (30) days  notice to the other,  and the Term of
this lease shall end and expire at the end of such thirty (30) day period as the
same may be extended by Tenant (but not beyond expiration of the Term) to permit
it a reasonable time to relocate its on-going  operation from the Premises as if
such date was the date set forth in this  lease for the  expiration  of the Term
hereof. Until such termination and vacatur, each party shall continue to perform
its  applicable  obligations  hereunder,  and Tenant shall pay the Rental herein
reserved,  except to the extent abated as provided in subparagraph  9(a),  which
obligations shall terminate as of the date Tenant shall vacate the Premises.  To
the extent  Tenant  reoccupies  any space for which the  Rental  was  previously
abated as provided in subparagraph  9(a), Tenant agrees to resume the payment of
Rental for such space until Tenant  shall vacate such space as provided  herein.
Each  party  shall  perform  its  applicable   obligations  hereunder  upon  the
termination of the lease,  and  thereafter  neither party shall have any further
obligation or liability to the other hereunder. If Landlord shall have exercised
the option to terminate,  and if there then shall remain  unexercised a right on
Tenant's  part to extend the Term of this lease,  Tenant shall have the right to
supersede  Landlord's  notice of  termination  within  fifteen  (15) days of the
receipt of Landlord's notice of termination,  by exercising its option to extend
the Term of this lease,  in which case Landlord and Tenant shall be obligated to
perform its obligations as set forth in subparagraphs 9(a) and 9(b).

                  (d) In the event this lease  shall be  terminated  pursuant to
the  provisions  of  subparagraphs  9(b) or (c),  then  all  insurance  proceeds
received from insurance policies  maintained by Tenant insuring the Building and
improvements,  as a  result  of such  occurrence,  shall be  distributed  in the
following order:

                           (i)      To the then holder of any mortgage(s)
encumbering  the Premises in such amount as shall be required to pay and satisfy
said mortgage(s) in accordance with its terms;

                           (ii)     To Tenant on account of alterations or
additions to the  Premises  for which Tenant shall have paid,  which have become
part of the Premises and which are included in the insurance policies maintained
by Tenant insuring the Building and improvements, in an amount equal to the then
Book Value of such alterations or additions as shown on the books and records of
Tenant.  Book Value shall be determined in accordance  with  generally  accepted
accounting  principles  and shall mean the  undepreciated  cost to Tenant of all


                                       13
<PAGE>

such  alterations or additions as of said casualty,  based on the useful life of
such  improvements  pursuant to the Internal  Revenue  Code of 1986,  as amended
("Code"),  and  employed  by Tenant in filing its tax  return(s).  Tenant  shall
provide  Landlord  with a statement  setting forth the Book Value of such Tenant
property, together with supporting documentation, within ten (10) days following
request  therefor.  If the  insurance  proceeds  shall not be  sufficient to pay
Tenant the amount due  pursuant to this  subparagraph  9(d)(ii),  then  Landlord
agrees to pay to Tenant the balance of any  amounts due Tenant  pursuant to this
subparagraph upon receipt of the award from the insurance company.

                           (iii)  To the Tenant on account of alterations or
additions to the  Premises  for which Tenant shall have paid,  which have become
part of the Premises and which are included in the insurance policies maintained
by Tenant insuring the Building and improvements, in an amount equal to the then
replacement  value of such alterations or additions less any payment received in
(ii) above.

                           (iv)     The balance of any such proceeds shall be
payable to Landlord.

                  (e) No  damages,  compensation  or claim  shall be  payable by
Landlord  for  inconvenience,  loss of business or  annoyance  arising  from any
repair or restoration  of any portion of the Premises,  except to the extent the
same are  includable  in any claim for  damages  that  Tenant  may have  against
Landlord due to Landlord's breach of its obligations under this lease.  Landlord
shall use its best efforts to effect such repair or restore promptly and in such
manner as not  unreasonably  to interfere  with Tenant's use and  occupancy,  in
accordance with the provisions of subparagraph 14(a) hereof.

                  (f) The foregoing  provisions relating to termination of lease
due to damage to or destruction of the Premises by any cause whatsoever shall be
binding on the parties and are in lieu of all  additional  or other  termination
rights as Tenant otherwise might have pursuant to any law or statute.

         10.      Repairs and Maintenance.

                  (a) Tenant  acknowledges that as of the Commencement  Date, it
shall have inspected and examined the Premises and that it has entered into this
lease  without  any  representations  on the part of  Landlord,  its  agents  or
representatives, as to the condition thereof, including, but not limited to, its
environmental condition,  except as otherwise provided in this lease. Tenant, at
its sole cost and expense,  shall take good care of the Premises and shall keep,
repair,  replace and maintain the Premises in good order,  condition and repair,
and each and every part  thereof  (including,  without  limitation,  the repair,
maintenance and replacement of any heating,  ventilating,  air-conditioning  and
refrigeration systems,  painting and decorating),  except only such matters that
are expressly stated herein to be within  Landlord's  obligation to maintain and
repair. Tenant shall not cause nor permit any dirt, debris or rubbish to be put,
placed or maintained on the sidewalks, driveways, parking lots, yards, entrances
and curbs,  in, on or adjacent to the Building and/or Land and shall remove same
at its sole cost and expense.  Tenant  further  agrees to keep the Premises in a
clean and sightly condition and well lit during appropriate hours.

                  (b) Landlord shall guarantee that the initial  construction of
the Building,  including refrigeration  equipment,  shall be free from defect in
materials and workmanship  for the First Lease Year, and Landlord shall,  within
said First  Lease Year,  promptly  repair any and all  portions of the  Building
which are in need of repair unless caused by the act,  omission or negligence of
Tenant, any subtenant or concessionaire,  or their respective employees, agents,
invitees,  licensees or contractors.  During the Term, Landlord, upon reasonable


                                       14
<PAGE>

notice  from  Tenant,  shall  keep in good  order  and  condition  and  make all
necessary  repairs or replacements to the  "Structure,"  which is deemed to mean
the steel, joists, footings and foundations, floors and exterior or load bearing
walls, roof supports, decking or roof membrane, excluding, however, all windows,
doors,  plate  glass,  signs and all  repairs or  replacements  required  by any
casualty,  except as  otherwise  provided  in  Paragraphs  9 and 13 hereof.  Any
repairs or  replacements  to the Structure  resulting  from damage caused by any
act, omission or negligence of Tenant, any subtenant or concessionaire, or their
respective  employees,  agents,  invitees,  licensees  or  contractors  shall be
performed by Landlord and the  reasonable  cost thereof paid by Tenant and shall
be deemed to constitute  Additional Rental. Upon the expiration of the aforesaid
applicable guarantee period,  Landlord shall assign to Tenant, without recourse,
all of its right,  title and interest in and to all  warranties  and  guarantees
from  manufacturers or  subcontractors,  relating to the obligation of Tenant to
repair and maintain the Premises,  including refrigeration equipment. Tenant, at
its sole cost and  expense,  shall  have the right to  obtain  or  request  that
Landlord  obtain and thereafter  assign to Tenant,  without  recourse,  extended
guarantees  from  manufacturers  or  contractors,  if  available,  regarding the
Building,  including  refrigeration  equipment.  Tenant  shall be  entitled to a
credit  against  payments due pursuant to this  subparagraph  10(b) in an amount
equal to insurance proceeds received by Landlord on account of the damage caused
by Tenant, from liability or casualty insurance policies maintained by Tenant or
Landlord,  it being  acknowledged  that Tenant shall not be entitled to a credit
for the cost of the aforesaid  repairs on account of Rental  insurance  proceeds
received by Landlord.

                  (c) Landlord shall  guarantee  that the Building  envelope and
insulation  will be  constructed  in such manner as to allow the freezer area of
the  Building  to be  refrigerated  to  temperatures  of  20(degree)  below zero
fahrenheit  as  specified  in Exhibit B, at all times  during the first five (5)
Lease Years of the Term, and Landlord, during the first five (5) Lease Years, at
its sole cost,  shall repair promptly any and all portions of the Building which
are in need of such repair so as to provide said temperatures,  unless caused by
the act,  omission or negligence of Tenant,  any subtenant or  concessionaire or
their respective  employees,  agents,  invitees,  licensees or contractors.  Any
repairs or  replacements  to the  Building  pursuant to the  provisions  of this
subparagraph (c) resulting from damage caused by any act, omission or negligence
of Tenant,  any  subtenant or  concessionaire,  or their  respective  employees,
agents,  invitees,  licensees or contractors  shall be performed by Landlord and
the  reasonable  cost thereof  paid by Tenant and shall be deemed to  constitute
Additional  Rental.  Upon the  expiration  of the  aforesaid  guarantee  period,
Landlord shall assign to Tenant,  without recourse,  all of its right, title and
interest  in  and  to  all  warranties  and  guarantees  from  manufacturers  or
subcontractors,  if  available,  relating to the envelope and  insulation of the
Building.  Tenant, at its sole cost and expense,  shall have the right to obtain
or to request that  Landlord  obtain and  thereafter  assign to Tenant,  without
recourse,  extended guarantees from manufacturers or contractors,  regarding the
envelope and insulation of the Building as set forth above.

         11.      Covenants Against Liens.

                  (a) Tenant shall not do any act,  nor make any contract  which
may create any lien or other  encumbrance  upon all or any part of the Premises,
nor permit nor suffer same, on account of work  performed or materials  supplied
or  furnished  for or to  Tenant  or the  Premises.  If,  because  of any act or
omission (or alleged act or omission) of Tenant, any mechanic's or other lien or


                                       15
<PAGE>

encumbrance  shall be filed against all or any part of the Premises,  whether or
not such lien or encumbrance is valid or  enforceable  as such,  Tenant,  at its
sole cost and  expense,  shall cause same to be  discharged  of record or bonded
within thirty (30) days after notice to Tenant of the filing thereof; and Tenant
shall indemnify and save harmless Landlord against and from all damages,  costs,
liabilities,  suits, penalties, claims and demands, including reasonable counsel
fees resulting from the creation of such lien or encumbrance. If Tenant fails to
so comply,  Landlord  shall have the option,  in addition to declaring a default
hereunder,  of discharging or bonding any such lien or  encumbrance,  and Tenant
agrees to reimburse  Landlord  for all  reasonable  costs,  legal fees and other
expenses incurred in connection therewith, together with interest thereon at the
lesser of: (i) the annual rate equal to two percent  (2%) above the annual prime
interest rate extended by Chase  Manhattan  Bank, N.A. at its New York office as
of the date of payment by Landlord; or (ii) the highest rate permitted by law to
be charged to Tenant, (said rate of interest hereinafter being called the "Lease
Interest Rate"),  which interest shall commence to run as of the date of payment
and which  sums,  including  the said  interest,  shall be deemed to  constitute
Additional Rental. All materialmen,  contractors,  artisans, mechanics, laborers
and any other persons now or hereafter  contracted by Tenant for the  furnishing
of any labor, services,  materials,  supplies or equipment, at any time from the
date hereof until the end of the Term;  hereby are charged with notice that they
must look  exclusively to Tenant to obtain payment for same.  Tenant,  following
notice  to  Landlord,  shall  have the right to  contest  by  appropriate  legal
proceedings,  at its sole cost and expense,  the validity of any mechanic's lien
filed against the Premises;  provided,  however,  that: (i) any noncompliance or
contest  shall  not  constitute  a crime on the part of  Landlord  or  otherwise
adversely affect,  jeopardize or threaten the interest of Landlord;  (ii) Tenant
diligently shall prosecute any such contest to a final determination by a court,
department or governmental  authority  having final  jurisdiction and shall keep
Landlord  advised in writing as to all changes in status and  determinations  in
connection with any such proceedings;  (iii) Landlord's interest in the Premises
shall not be  jeopardized by such contest;  and (iv) Tenant shall  indemnify and
save harmless  Landlord  against and from any and all losses,  costs,  expenses,
claims,  penalties,  actions, demands,  liabilities,  judgments or other damages
which  Landlord may sustain by reason of such contest or as a result of Tenant's
failure  or delay  in  compliance,  including,  without  limitation,  reasonable
attorneys'  fees.  Landlord  agrees to cooperate  reasonably  with Tenant and to
execute any  documents or pleadings  reasonably  required for the purpose of any
such  contest;  provided  that  the same  shall  be  without  cost,  expense  or
obligation to Landlord.  Landlord shall have the right,  but not the obligation,
to contest by appropriate legal  proceedings,  at Landlord's  expense,  any such
law, ordinance, rule, regulation or requirement.

                  (b) Nothing in this lease shall be deemed to be, or  construed
in any way as  constituting,  the consent or request of  Landlord,  expressed or
implied,  by inference or otherwise,  to any person, firm or corporation for the
performance   of  any  labor  or  the   furnishing  of  any  materials  for  any
construction,  rebuilding,  alteration, addition or repair of or to the Premises
or any part  thereof,  nor as giving  Tenant any right,  power or  authority  to
contract for or permit the  rendering of any services or the  furnishing  of any
materials which might in any way give rise to the right to file any lien against
the  Premises.  Landlord  shall  have the  right to post and keep  posted on the
Premises any notices which  Landlord  shall deem necessary for the protection of
Landlord and/or the Premises from any such lien.

         12.      Alterations.

                  (a) Tenant shall not make or cause or permit the making of any
repairs,  alterations,   additions,  or  improvements  in  or  to  the  Premises


                                       16
<PAGE>

(including,  without limitation, any racking or other work performed pursuant to
Paragraph 3) without obtaining  Landlord's prior written consent thereto in each
instance, which consent shall not be unreasonably withheld or delayed. Such work
shall  not be  commenced  until  Tenant  shall  submit  to  Landlord  plans  and
specifications  relating  to  any  such  repairs,   alterations,   additions  or
improvements,  and all such  work  shall be  performed  in  accordance  with the
provisions  of this  lease.  Landlord  shall not be deemed to have  unreasonably
withheld  its consent if it  reasonably  determines  that such work  proposed by
Tenant would reduce the value,  size,  cubical content or general utility of the
Premises  or any  portion  thereof,  impair  the  architectural  harmony  of the
Building or increase Landlord's  obligation pursuant to this lease unless Tenant
provides  Landlord with such  assurances as Landlord may  reasonably  require to
restore the Premises to the extent of such decrease in size,  cubical content or
change in architectural harmony,  and/or assumes the increased costs to Landlord
of  meeting  its  obligations  to  Tenant  under  this  lease as a result of the
aforesaid.  Any approval by Landlord as  aforesaid  may be upon  condition  that
Tenant  furnish to  Landlord  such  evidence of  Tenant's  financial  ability as
Landlord reasonably may require,  including the furnishing of adequate security,
to assure completion and payment of all work for which the reasonably  estimated
cost of  completion  shall  exceed  One  Hundred  Thousand  and  00/100  Dollars
($100,000.00),  as such amount may be adjusted  from time to time in  accordance
with the percentage  increase in the Index,  as hereinafter  defined,  over that
existing as of the Commencement  Date of this lease.  All repairs,  alterations,
additions or improvements and all Tenant Work, when installed or attached to the
Premises,  subject to the provisions of Paragraph 27 of this lease, shall belong
to and become the property of Landlord at the  expiration or sooner  termination
of this lease and shall be  surrendered  with the Premises and as part  thereof,
without  compensation to Tenant.  Nothing herein contained shall be construed to
restrict  Tenant's right to make any  alterations,  additions or improvements to
Tenant's own movable trade fixtures.

                  (b) Any work performed by Tenant,  irrespective of cost, shall
be subject to Landlord's  inspection and approval after  completion to determine
whether it complies with the  requirements  of this lease.  Notwithstanding  the
foregoing,  Landlord  shall not have any  obligation to make any  inspections or
provide any  approval.  The  approval  or consent of Landlord  shall not relieve
Tenant of its obligation that all such repairs, alterations, improvements and/or
additions be constructed and performed in a good and  workmanlike  manner and in
accordance  with all  applicable  governmental  requirements,  nor  constitute a
waiver of any rights of  Landlord if Tenant  fails to perform  its  obligations.
Tenant, at its sole cost and expense,  shall procure all necessary  governmental
approvals,  permits or  certificates  in connection  with all work  performed by
Tenant in, on or at the  Premises  and shall  deliver  the  original of all such
approvals, permits or certificates to Landlord to be retained by Landlord.

         13.      Condemnation.

                  (a) If the whole or substantially all of the Premises shall be
taken for any  public or  quasi-public  use  under  any  statute  or by right of
eminent domain,  or by private  purchase in lieu thereof,  then this lease shall
automatically  terminate  as of the date that title shall be taken.  If at least
thirty  percent  (30%) of the square  footage of the Premises  shall be so taken
whether or not said thirty percent (30%) shall be replaceable, then Tenant shall
have the right to terminate this lease on notice to Landlord, given within sixty
(60) days  following  the date of notice of such  taking.  If this  lease  shall
terminate or be terminated,  the Rental hereunder shall be equitably adjusted as
of the date of the taking.

                                       17
<PAGE>

                  (b) If less than thirty percent (30%) of the square footage of
the  Premises  shall be so taken,  Landlord  shall have the  right,  but not the
obligation,  to replace  such  portion of the  Premises so taken in a reasonable
manner  within a reasonable  period of time either:  (i) within the lot lines of
the  Premises,  if  available  at such time;  or (ii) on lands  adjacent  to the
Premises and reasonably satisfactory to Tenant. In the event Landlord elects not
to replace such portion of the Premises so taken,  Landlord  shall notify Tenant
of same within thirty (30) days of the date of the taking, and Tenant shall have
the right to terminate this lease on notice to Landlord, given within sixty (60)
days of Tenant's  receipt of  Landlord's  notice.  To the extent any part of the
aforesaid thirty percent (30%) of the square footage of the Premises consists of
unimproved  land (i.e.  parking  spaces,  vacant land,  etc.),  Landlord will be
obligated  to replace  such  portions of the  Premises as may have been so taken
with land contiguous to the Premises, only if such contiguous land is then owned
or leased by Landlord and available to be leased.

                  (c) For  purposes  of this  Paragraph  13, any  portion of the
Building  which  shall not be able to be  refrigerated  in  accordance  with the
provisions  of  Exhibit B, as a result of such  taking,  shall be deemed to have
been taken by such proceeding.

                  (d)  If  this   lease   shall  not   terminate   pursuant   to
subparagraphs 13(a) or 13(b) hereof, the Premises shall thereafter be reduced to
the  extent  and for so long as not  replaced,  and the  Rental  shall be abated
according  to the square  footage of the Premises so taken to the extent and for
so long as not replaced as provided in  subparagraph  13(b) above or as Landlord
and  Tenant  may  otherwise  reasonably  agree,  and this  lease,  in all  other
respects,  shall remain in full force and effect.  Landlord, at its own cost and
expense,  shall  restore  the  remaining  portion of the  Premises to the extent
necessary  to render  it  reasonably  suitable  for the  purposes  for which the
Premises  were  used  immediately  prior  to such  taking,  together  with  such
improvements  installed  by Tenant  which shall have become part of the Building
and the value of which shall have been included in the  compensation  awarded to
Landlord.  Tenant,  at its  sole  cost and  expense,  shall  have  the  right to
participate in such condemnation proceeding to the extent of its interest in the
proceeds  thereof,  to include a claim for  moving  expenses,  inventory  and/or
movable Tenant fixtures,  furniture,  and other Personal  Property  belonging to
Tenant.

                  (e) If this lease shall  terminate  pursuant  to  subparagraph
13(a) or 13(b) hereof,  then the  condemnation  proceeds shall be distributed in
the same manner as insurance  proceeds are to be  distributed  upon  termination
pursuant to Paragraph 9 with the understanding that if the condemnation award is
not  sufficient  to pay  Tenant  the  amount  due under  subparagraph  9(d)(ii),
Landlord  shall be obligated to pay Tenant such monies as Tenant may be entitled
to pursuant to subparagraph 9(d)(ii) upon Landlord's receipt of the condemnation
award.  Tenant,  however,  shall have the right to seek and  prosecute any claim
directly against the condemning  authority in such condemnation  proceedings for
moving expenses,  inventory  and/or movable trade fixtures,  furniture and other
Personal Property belonging to Tenant.

                  (f) Tenant agrees to execute and deliver such  instruments  as
may be deemed necessary or required to expedite any condemnation  proceedings or
to effectuate a proper  transfer of title to such  governmental  or other public
authority,  agency,  body or  public  utility  seeking  to take or  acquire  the
Premises or any portion  thereof.  If this lease shall terminate or a portion of
the Premises shall be taken,  Tenant covenants and agrees to vacate the Premises
or  potion  thereof,  as the  case may be,  and to  remove  all of its  personal
property therefrom and to deliver up peaceable possession thereof to Landlord or


                                       18
<PAGE>

to such other party  designated by Landlord  within a reasonable  period of time
thereafter  so as to permit  Tenant to relocate its ongoing  operation  from the
Premises,  subject to the requirements of the condemning  authority.  Failure by
Tenant  to  comply  with any  provision  hereof  shall  subject  Tenant  to such
reasonable costs, expenses,  damages and losses as Landlord may incur, including
attorneys' fees, by reason of Tenant's breach hereof.

         14.      Access and Right to Exhibit.

                  (a) Landlord and its  designees  shall have the right to place
and maintain  all utility  equipment of any kind in or on the Premises as may be
necessary or desirable to meet Landlord's  obligations  hereunder,  or as may be
otherwise permitted  hereunder.  Landlord and its designees shall have the right
to enter upon the Premises at all reasonable hours and on reasonable notice (and
in emergencies at all times):  (i) to complete the  subsequent  mezzanine  area;
(ii) to inspect the same;  (iii) to make repairs or  alterations to the Premises
and/or the utility  lines  serving  same; or (iv) to exhibit the Premises to any
prospective  purchaser or mortgagee.  This Paragraph shall not be deemed to be a
covenant by Landlord  nor be construed  to create an  obligation  or duty on the
part of Landlord to make such installation,  maintenance,  inspection,  repairs,
additions or alterations except as otherwise  specifically herein provided,  nor
permit  Tenant  any  Rental  abatement  or  reduction  except  pursuant  to  the
provisions  of this lease.  Landlord  agrees to  exercise  due care to cause the
least reasonably possible interference with Tenant's business in the exercise of
its rights  hereunder and shall not stage its work nor store its material on any
portion  of the  Premises,  other than on  unimproved  land,  without  the prior
consent of Tenant, which consent shall not be unreasonably  withheld or delayed,
but Landlord shall not be required to employ labor on weekends or on an overtime
basis to avoid or reduce any such interference.

                  (b) For a period  commencing  one (l) year prior to the end of
the  Term,  Landlord  and its  designees  shall  have  reasonable  access to the
Premises for the purpose of exhibiting  the same to  prospective  tenants and to
post any "To Let" or "To Lease" signs upon the Premises.

         15.      Assignment.

                  (a)  Tenant  shall not  sublet  any part of the  Premises  nor
assign this lease, nor mortgage any interest therein,  without  Landlord's prior
consent,  which consent shall not be unreasonably withheld or delayed.  Landlord
shall not be obligated to consider any request for approval unless the following
conditions are satisfied:

                           (i)      Tenant shall request Landlord's consent in
writing,  which  writing shall set forth the name and address of the assignee or
sublessee,  the rental to be paid by said  assignee or  sublessee,  the proposed
effective date of such  assignment or subletting,  together with all other terms
and conditions of said assignment or subletting;

                           (ii)     At the time of such assignment and/or
subletting,  this lease must be in full force and effect  without  any breach or
default  thereunder on the part of Tenant beyond any applicable  grace or notice
period,  and all  payments  of Rental,  Taxes and  insurance  premiums  shall be
current;

                           (iii) The assignee shall assume, by written
recordable instrument,  in form and content reasonably satisfactory to Landlord,
the  due  performance  of  all  of  the  applicable  covenants,  conditions  and
obligations of Tenant hereunder,  including any accrued  obligations at the time
of the assignment;

                                       19
<PAGE>

                           (iv)     The delivery to Landlord of a copy of the
assignment or sublease and the original assumption agreement, fully executed and
acknowledged  by the assignee and/or  sublessee;  a certified copy of a properly
executed  corporate  resolution,  if applicable,  authorizing and accepting such
assignment,  subletting or assumption agreement,  unaudited financial statements
of the  proposed  assignee or sublessee  (or audited  financial  statements,  if
available in the normal  course of its business) for its three (3) most recently
completed  fiscal  years prior to the request  for consent  hereunder;  provided
however,  such financial statements shall not be a basis upon which Landlord may
withhold or delay its consent;

                           (v)      Such assignment shall be upon and subject to
all of the provisions, terms, covenants and conditions of this lease, and Tenant
and any prior assignee shall  continue to be and remain  primarily,  jointly and
severally  liable  hereunder for the due  performance  of all of the  applicable
provisions, terms, covenants,  conditions and obligations hereunder,  including,
but not limited to, all payment of Rental; and

                           (vi)     Tenant and said assignee shall comply with
all  applicable   governmental  laws,  ordinances,   rules  and  regulations  in
connection with said assignment,  and Tenant or its assignee shall bear the sole
cost and expense of  complying  therewith,  as well as all costs and expenses of
all structural  changes which may be made to the Premises as a result of the use
or  occupancy  of such  assignee or  subtenant,  pursuant to the  provisions  of
Paragraph 12 hereof; and

                           (vii) In connection with any subletting, Landlord
and  Tenant  acknowledge  that any such  subtenant  shall  take  subject  to the
applicable  terms,  covenants  and  conditions  of this lease and Tenant and any
prior assignee shall continue to be and remain primarily,  jointly and severally
liable  hereunder for the due  performance of all of the applicable  provisions,
terms,  covenants,  conditions and  obligations  hereunder,  including,  but not
limited to, all payment of Rental.

                  (b)      Notwithstanding anything herein contained in the
contrary  and  notwithstanding  any prior  consent  by  Landlord,  no  subtenant
referred to in subparagraph (a) or assignee shall assign or sublease further any
part of the Premises  without  Landlord's  prior consent in each such  instance,
which  consent  shall not be  unreasonably  withheld  or  delayed,  and  without
compliance with the provisions of this Paragraph.

                  (c)  In  the  event   Landlord   consents  to  a  sublease  or
assignment,  Tenant and any assignee shall promptly pay to Landlord, as and when
received by Tenant,  one-half  (1/2) of any net  consideration  received for any
assignment or one-half (1/2) of the net rent (Fixed and  Additional),  in excess
of the Fixed  Rent and  Additional  Rent  required  to be paid by Tenant for the
period  affected by said  sublease  for the area  sublet.  As used  herein,  net
consideration  and/or net rent shall mean the gross rent (Fixed and  Additional)
or gross consideration  received after deducting therefrom (i) in the case of an
assignment,  an amount equal to the then  unamortized or  undepreciated  cost of
Tenant's  leasehold  improvements  (determined on the basis of Tenant's  federal
income tax  returns),  or (ii) in the case of a sublet,  an amount  equal to the
unamortized or undepreciated cost of Tenant's leasehold improvements included in
the space  proposed to be sublet  attributable  to the proposed  duration of the
sublease  (determined  on the basis of  Tenant's  federal  income tax  returns);
together  with the  reasonable  expenses  incurred by Tenant  which are directly
related  to the  procural  of  the  assignee  or  subtenant  including,  without
limitation,  reasonable brokerage fees, tenant work or other tenant concessions.
Gross rent and gross  consideration  shall include any consideration  paid to or


                                       20
<PAGE>

received  by Tenant from the sale or leasing of  Tenant's  Personal  Property in
excess  of the then  fair  market  value  or fair  market  rental  value of such
Personal Property, as the case may be.

                  (d) In addition to the foregoing,  if Tenant desires to assign
the  lease or to  sublet  all or a part of the  Premises,  it  shall  so  notify
Landlord and supply  Landlord with the  determination  of Book Value of Tenant's
property pursuant to subparagraph  9(d)(ii) of this lease, and Landlord,  within
fourteen (14) days after receipt of the aforesaid  notice,  shall have the right
to  terminate  this lease if Tenant  shall have  proposed an  assignment,  or to
recapture in the event of a sublease the portion  thereof  proposed to be sublet
for the duration of the proposed  sublet,  as set forth in said notice by giving
Tenant notice of its election to do so and such termination or recapture,  shall
become effective  thirty (30) days thereafter,  and all Rental payable by Tenant
on account of the lease or the  portion  thereof to be  recaptured,  shall be so
adjusted and apportioned as of the date of termination or recapture, as the case
may be and Tenant shall be released of its obligations on account of this lease,
if an assignment,  or if a sublet, released of said obligations for said portion
of the Premises sublet for the duration of the sublet.

                  (e) If Landlord  shall not exercise its right to terminate the
lease or recapture the space as aforesaid,  or shall fail to respond to Tenant's
notice within the aforesaid  time period,  Tenant may provide  Landlord with the
information set forth in  subparagraph  15(a) above.  Landlord,  within fourteen
(14) days after receipt of notice from Tenant  pursuant to  subparagraph  15(a),
shall have the right to terminate the lease if an  assignment,  or recapture the
space  proposed to be sublet for the proposed  duration of said sublet  provided
Landlord  agrees to  recognize  and enter into a direct  lease with the proposed
assignee or subtenant on the same terms as proffered by Tenant to said  assignee
or subtenant.  If Landlord  shall  terminate the lease or recapture the space as
aforesaid upon the proposed  commencement date or effective date as set forth in
the proposed assignment or sublease, the rights and obligations set forth herein
running to or from Tenant to Landlord shall  thereafter  cease for the remainder
of the term if an assignment  or for the proposed  duration of the sublet and to
the extent of the portion to be sublet.  If Landlord  shall fail to exercise its
right to  terminate  the lease or fail to  recapture  the space  proposed  to be
sublet as provided in this  subparagraph  15(e),  but shall grant its consent to
the  proposed  assignment  or  sublease,  then  Tenant  shall  have the right to
consummate  such  transaction  only  on  the  terms  and  conditions  previously
presented to Landlord pursuant to the provisions hereof and to the extent any of
the terms  are  changed,  Tenant  shall  provide  Landlord  with  notice of such
change(s),  and Landlord  shall again be afforded the  opportunity  set forth in
this subparagraph  15(e). It is expressly agreed that the lapse of the aforesaid
fourteen (14) day period during which  Landlord may exercise its right  pursuant
to this subparagraph  15(e) shall not be deemed an unreasonable  delay nor limit
the period during which  Landlord may give or withhold its consent.  If Landlord
shall pursuant to subparagraphs 15(d) or 15(e) terminate this lease or recapture
any portion of the Premises  proposed to be sublet,  then Landlord  shall pay to
Tenant,  on account of any racks or other  improvements  installed by Tenant and
which are to be utilized by the  assignee or  sublessee,  an amount equal to the
then unamortized or undepreciated cost thereof as shown on the books and records
of Tenant if an assignment,  or the  unamortized or  undepreciated  cost thereof
included in the space to be sublet  attributable to the proposed duration of the
sublet, if a sublet,  as shown on the books and records of Tenant,  and Landlord
shall be liable for the care and repair of said racks and their return to Tenant
at the expiration of the sublease in the condition existing at the date Landlord
recaptured the sublet space reasonable wear and tear excepted.  Book value shall
be determined in accordance with the provisions of subparagraph 9(d)(ii) of this
lease.

                                       21
<PAGE>

                  (f)      Notwithstanding the foregoing provisions of this
Paragraph,  Tenant  shall have the right,  without the  necessity  of  obtaining
Landlord's  consent,  but subject to all other  provisions of this  Paragraph 15
except subparagraphs 15(c), (d) and (e) to:

                           (i)      Sublet all or substantially all of the
Premises to any parent of Tenant or to Tenant's Affiliate, as hereinafter 
defined; or

                           (ii)     Assign this lease to any parent of Tenant or
Tenant's Affiliate; or

                           (iii) Assign this lease or any interest therein
as security for institutional loan(s) made to Tenant in the
ordinary course of its business; or

                           (iv)     Assign this lease, or sublet the Premises to
any person or entity which  acquires all or  substantially  all of the assets of
Tenant or its frozen food division (herein "Acquiring Entity").  Landlord agrees
that,  in  connection  with such  transfer the named Tenant  hereunder  shall be
released  of any and all  obligations  arising  from  and  after  said  transfer
provided if, at the time of the transfer, such Acquiring Entity with a net worth
less than Thirty Million and 00/100  ($30,000,000.00)  Dollars provides Landlord
with  additional  security  by means of a letter  of credit or cash in an amount
which when added to the security required to be maintained by Paragraph 40 shall
equal two (2) year's Annual Fixed Rent.  If, at the time of the  transfer,  such
Acquiring  Entity has a net worth of Thirty Million and 00/100  ($30,000,000.00)
Dollars or greater,  Landlord  shall have the option,  in its sole and  absolute
discretion,  to (i) elect to require that such Acquiring Entity provide Landlord
with the aforesaid  additional  security as the condition of releasing Tenant as
aforesaid,  or (ii) may agree that said net worth is sufficient in its own right
and release the Tenant without any additional  security.  If, at the time of the
transfer,  such  Acquiring  Entity has a tangible net worth of Fifty Million and
00/100  ($50,000,000.00)  Dollars or greater (of which not more than Ten Million
and  00/100  ($10,000,000.00)  Dollars  shall  consist  of  cash  or  marketable
securities), as set forth on its financial statements for its most recent fiscal
year,  as prepared and certified by  independent  certified  public  accounts in
accordance with accounting practices customarily used in such Acquiring Entity's
business,  Tenant shall be released of any and all obligations  arising from and
after said transfer.  For purposes of establishing a net worth of such Acquiring
Entity of Thirty  Million  and  00/100  ($30,000,000.00)  Dollars  or greater as
aforesaid,  Tenant  shall  furnish  Acquiring  Entity  financial  statements  to
Landlord  for its  most  recent  fiscal  year,  as  prepared  and  certified  by
independent certified public accountants in accordance with accounting practices
customarily used in such Acquiring  Entity's  business,  and Landlord shall have
fifteen (15) days after  receipt of said  financial  statements  to elect (i) or
(ii) above.  In the event Landlord fails to respond within such fifteen (15) day
period, Landlord shall be deemed to have elected (i) above.

                  (g) Except as otherwise  provided in  subparagraph  15(f)(iv),
and except where  Landlord  elects to terminate the lease or recapture the space
proposed to be sublet,  as set forth in  subparagraph  15(d),  or where Landlord
elects  for  itself  to  accept  such  assignment  or  sublease  as set forth in
subparagraph 15(e), Tenant, at all times, shall be and remain primarily, jointly
and severally liable under this lease despite any subletting or assignment.

                  (h) For so long as Port  Carteret,  Amax  Realty  Development,
Inc., Amax Copper,  Inc., V. Paulius and Associates or its related entities owns
or leases the  Premises  or  portions  of the  Industrial  Park (as  hereinafter
defined in Paragraph 43), Tenant, except to a Tenant's Affiliate,  shall have no


                                       22
<PAGE>

right to assign this lease or sublet the Premises,  or any portion thereof to or
allow any of the  Premises to be used and/or  occupied  by, any other  tenant or
entity or  related  entity of any other  tenant or entity  occupying  facilities
within  the  Industrial  Park  owned or leased  by Port  Carteret,  Amax  Realty
Development,  Inc., Amax Cooper,  Inc., V. Paulius and Associates or its related
entities  or to any  entity  of  which  Tenant  has  knowledge  that  any of the
foregoing is negotiating  to lease space or provide use or occupancy  within the
Industrial Park,  unless such tenant is renewing its then current space, or such
space previously occupied by said tenant has been leased or subleased to another
person or entity.

                  (i) In addition to the right of Landlord to declare this lease
to be in default,  the failure of Tenant or its  assignee or sublessee to comply
with any of the  provisions  and  conditions  of this  Paragraph,  at Landlord's
option, shall render any purported assignment or subletting null and void and of
no force and effect.

                  (j) It is acknowledged that the sale, transfer,  conveyance or
other  disposition  of fifty (50%)  percent or more of the  outstanding  capital
shares of Tenant in a single or related  series of  transfers,  and/or any other
transaction or related series of transactions which result in the relinquishment
of the voting control by the present shareholders of Tenant, shall constitute an
assignment of lease pursuant to the  provisions of this Paragraph 15,  provided,
however,  that the provisions regarding the sale or transfer of shares of Tenant
shall not apply to the sale or transfer of such  shares in  connection  with the
transfer to the buyer or transferee of substantially all of the assets of Tenant
or of the frozen  food  division  of Tenant,  the  initial  offering of Tenant's
shares  registered  under  the  Securities  Act  of  1933,  as  amended,  or any
subsequent offering or sale of Tenant's shares so registered,  or to the sale or
transfer,  whether by  inheritance  or  otherwise,  of all or any portion of the
shares of Tenant  between and among the immediate  family  members  (which shall
include,  spouses,  children,  grandchildren,  parents,  grandparents,  in-laws,
siblings, lineal descendants and trusts for the benefit of the foregoing); by or
among any of the  shareholders of Tenant as of the date hereof;  or, by or among
any of the shareholders of Tenant from time to time.

                  (k) For purposes of this Article, Tenant's Affiliate means (i)
a corporation  controlled  by,  controlling  or under common control with Tenant
(hereinafter an "Affiliated Corporation") or (ii) a partnership or joint venture
in which Tenant or an Affiliated Corporation owns a controlling interest.

         16.      Rules and Regulations, Compliance With Laws.

                  (a) Tenant,  at all times during the Term  hereof,  and at its
sole cost and expense, agrees:

                           (i)      not to take or permit any action which would
unreasonably  delay or interfere  with any work  performed or to be performed by
Landlord or with respect to any action by Tenant prior to the Commencement  Date
which would delay Landlord,  thereby  interfering with Delivery of Possession by
Landlord pursuant to Paragraph 3 of this lease;

                           (ii)     not to commit, permit nor allow any waste,
defacement,  damage or nuisance to the Premises or any portion(s)  thereof,  nor
use,  permit  nor  allow  the  plumbing  facilities  to be used for any  purpose
injurious  to same or dispose  of any  garbage  or any other  foreign  substance
therein,  nor place a load on any floor in the Premises exceeding the floor load
per square foot  specified  by Landlord in Exhibit D, not attach in the Premises
any heavy  equipment  or  apparatus  without the  consent of Landlord  not to be
unreasonably withheld or delayed;

                                       23
<PAGE>

                           (iii)  to keep the Premises in a neat, clean, orderly
and sanitary condition, free of all insects, rodents, vermin or pests of every 
type and kind;

                           (iv)     not to use, permit or allow the Premises to
be used  for any  purpose  or  business  which  would  be  illegal  or  violates
applicable law because of the emission of noise, smoke, dust, vapors or odors or
otherwise;  damage the Premises or any portion(s)  thereof;  or be a nuisance or
menace to or interfere  with, the public;  or require any plan and/or bond to be
furnished  or  require  any work to be  performed  to cure  and/or  correct  any
condition  created by Tenant,  pursuant to any  applicable  governmental  law or
requirement.

                  (b) Except as  otherwise  provided in this  subparagraph  (b),
Tenant,  at its sole  cost and  expense,  agrees  to  comply  promptly  with all
ordinances,  orders, rules,  regulations and requirements of all federal, state,
county and  municipal  governments  and  appropriate  departments,  commissions,
boards  and  offices  thereof,  foreseen  or  unforeseen,  ordinary  as  well as
extraordinary,  and  whether  or not the  same  presently  shall be  within  the
contemplation  of the parties hereto or shall involve any change of governmental
policy or require extraordinary or structural repairs, alterations, equipment or
additions or any work of any kind, which may be due to the specific  purposes to
which the  Premises  are put, or the  specific  manner of use of the Premises by
Tenant at the  commencement of or during the Term,  and/or the acts or omissions
of Tenant, as distinguished from any of the aforesaid requirements applicable to
facilities of this type without regard to Tenant's specific manner of use of the
Premises. The provisions of Paragraph 12 shall apply to all work to be performed
by Tenant pursuant to this Paragraph.  If governmental  requirements are imposed
without  regard to and  independent  of Tenant's  specific  manner of use of the
Premises,  but are  applicable  in  general  to  property  used for  industrial,
manufacturing,  distribution,  office and/or warehouse  purposes,  then Landlord
shall cause compliance with such governmental requirements, and Tenant shall pay
to Landlord,  within thirty (30) days following  demand, a pro rate share of the
cost of compliance  with such  governmental  requirements,  which pro rate share
shall be determined by a fraction, the numerator of which shall be the number of
months  remaining  on the then Term of the lease  and the  denominator  of which
shall be the number of months of the  anticipated  useful life of the work to be
performed, which useful life shall be determined pursuant to the Code; provided,
however,  that if the  cost to  Tenant  of  compliance  with  such  governmental
requirements  (other than costs resulting from  interference with the conduct of
operations  at the  Premises by Tenant),  in good faith,  shall be  estimated to
exceed  fifty  (50%)  percent  of the Rental  reserved  under this lease for the
remainder of the Term at the time such  governmental  requirements  are imposed,
Tenant,  by notice to Landlord  given within  fifteen (15) days after receipt of
notice  of such  governmental  requirements  (time  being  of the  essence)  may
terminate  this lease on the last day of the month next  following  the month in
which such notice shall have been given  unless  Landlord,  within  fifteen (15)
days after receipt of such notice from Tenant (time being of the essence), shall
assume  responsibility  for any  costs  of  compliance  with  such  governmental
requirements  in excess of fifty (50%) percent of such Rental for the balance of
the Term.  If Tenant shall remain in  possession  of the Premises  following the
expiration of the then Term,  whether by exercising  its option to purchase,  to
renew or otherwise,  then Tenant shall pay to Landlord,  within thirty (30) days
following demand, an additional pro rata cost of compliance hereunder based upon
the additional  period of occupancy,  and the then remaining  useful life of the
work performed by Landlord or its agents pursuant to this Paragraph.  All monies
payable by Tenant to Landlord shall be deemed to constitute  Additional  Rental.
Notwithstanding  the foregoing,  Landlord  shall,  at its sole cost and expense,
cure any  violations  arising  from  Landlord's  failure  to comply  with  laws,


                                       24
<PAGE>

ordinances,  orders,  rules,  regulations  and  requirements  applicable  to the
initial  construction  of  the  Building  or  any  portion  thereof  as  of  the
Commencement  Date,  and shall comply with all of the aforesaid at its sole cost
and expense applicable to the Structure of the Building, as defined in Paragraph
10, except to the extent required as a result of Tenant's specific manner of use
of the Premises, or required as a result of any acts, omissions or negligence of
Tenant, any subtenant or concessionaire,  or their respective employees, agents,
invitees, licensees or contractors.

                  (c) No  abatement,  diminution  or  reduction of the Rental or
other charges  required to be paid by Tenant pursuant to the terms of this lease
shall be claimed by or  allowed to Tenant for any  inconvenience,  interruption,
cessation or loss of business or otherwise  caused directly or indirectly by any
present or future laws, rules, requirements,  orders, directions,  ordinances or
regulations of any governmental or lawful authority  whatsoever,  or as a result
of any  diminution  of the  amount  of space  used by Tenant  caused by  legally
required  changes  in  the  construction,  equipment,  operation  or  use of the
Premises,  other  than as shall  result  from  any  condemnation  affecting  the
Premises  pursuant to the  provisions of  subparagraph  13(b) but nothing herein
contained  shall limit any claim  Tenant may have against  Landlord  pursuant to
this lease.

                  (d) Tenant, following notice to Landlord, shall have the right
to contest by appropriate legal proceedings,  at its sole cost and expense,  the
validity of any law,  ordinance,  order, rule,  regulation or requirement of the
nature  referred to in  subparagraph  16(b);  provided,  however,  that: (i) any
noncompliance  shall not constitute a crime on the part of Landlord or otherwise
adversely affect,  jeopardize or threaten the interest of Landlord;  (ii) Tenant
shall prosecute diligently any such contest to a final determination by a court,
department or governmental  authority  having final  jurisdiction and shall keep
Landlord  advised in writing as to all changes in status and  determinations  in
connection with any such proceedings;  and (iii) Tenant shall indemnify and save
harmless  Landlord  against any and all  losses,  reasonable  costs,  reasonable
expenses, claims, penalties, actions, demands,  liabilities,  judgments or other
damages  which  Landlord may sustain by reason of such contest or as a result of
Tenant's  failure  or  delay  in  compliance,   including,  without  limitation,
reasonable attorneys' fees. Landlord agrees to cooperate reasonably with Tenant,
and to execute any documents or pleadings reasonably required for the purpose of
any such  contest,  provided  that the same  shall be without  cost,  expense or
obligation to Landlord.  Landlord shall have the right,  but not the obligation,
to contest by appropriate legal  proceedings,  at Landlord's  expense,  any such
law, ordinance, rule, regulation or requirement.

                  (e)  Tenant  agrees  that  each and  every  provision  of this
Paragraph 16 shall survive the expiration or earlier  termination of the Term of
this lease,  regardless of the reason for such termination,  it being agreed and
acknowledged  that  Landlord  would not have entered into this lease but for the
provisions of this Paragraph 16 and the survival thereof.

         17. Utilities. Tenant agrees to pay as and when the same become due and
payable during the Term, all water rents, rates and charges, all sewer rents and
all similar  charges  assessed or charged to the Premises  during the Term,  all
charges for  electricity,  gas, heat,  steam,  hot water and all other utilities
supplied  to the  Premises  during the Term,  together  with the cost of repair,
maintenance,  replacement  and reading of all meters  measuring  Tenant's use or
consumption  thereof,  whether  supplied  by  Landlord or by a public or private
utility  company.  The costs for any usage of such  utilities by Tenant prior to
the  Commencement  Date shall be pro rated based on  estimated  usages,  in such
manner  as the  parties  reasonably  may agree  upon.  It is  acknowledged  that


                                       25
<PAGE>

Landlord does not have any  obligation  to provide any of such utility  services
and in no event  shall  Landlord  be  responsible  or liable for the  failure of
Tenant to receive or for fluctuations in the supply of any utility service,  nor
shall Tenant be entitled to any cessation,  abatement, reduction or other offset
of Rental in the event of any failure to receive any utility  service unless due
to or caused by the act or  omission of  Landlord,  in which case the Fixed Rent
and  Additional  Rental shall  equitably  abate to the extent and for the period
during  which the Premises are  rendered  untenantable.  If Landlord  shall have
caused the failure to receive any utility service, to the extent Tenant receives
insurance  proceeds on account of the  Rental,  as a result of the denial of any
such  service,  Tenant  agrees to credit such  proceeds  against  the  abatement
provided for herein but this  provision  shall only be applicable to the acts or
omissions of Landlord and its agents, contractors or subcontractors.

         18. Signs. Tenant, at its sole cost and expense,  may provide,  install
and maintain such exterior  signs on the roof,  windows,  facade or walls of the
Building or on the Land, as Landlord, in its reasonable discretion,  may approve
to be proper and appropriate,  which approval shall not be unreasonably withheld
or delayed,  provided:  (i) such installation be made in such manner as will not
affect any roofing bond and/or other  guarantee which then shall be in force and
effect;  and (ii) all such signs, at all times,  shall conform to all applicable
rules,  regulations,  codes and ordinances of any  governmental  agencies having
jurisdiction thereover. All such signs shall be provided, installed,  maintained
in good  condition and repair and removed at the  termination  of the lease,  at
Tenant's sole cost and expense. Tenant further agrees that it will not place any
advertisements  or other type of structure or obstruction on the roof, facade or
walls of the Building,  and that it shall not operate any  loudspeaker  or other
device which can be heard  outside of the  Premises,  in violation of applicable
law or as to create a  nuisance,  or  without  the  consent of  Landlord,  which
consent  shall not be  unreasonably  withheld or delayed.  If Landlord  deems it
necessary  to  remove  any such  signs  in  order to paint or make any  repairs,
alterations or  improvements  in or upon the Building or any part thereof,  they
may be so removed,  but shall be replaced at  Landlord's  expense  when the said
repairs,   alterations  or  improvements  shall  have  been  completed.  Nothing
contained in this Paragraph  shall create any obligation on the part of Landlord
to make any repairs, alterations or improvements.

         19.      Taxes.

                  (a) Landlord  represents that as of the Delivery of Possession
Date, the Land,  together with the lands previously leased by Landlord to Tenant
by lease  initially  dated  February  11, 1994  ("Lease  I"),  shall  constitute
separate  municipal tax lots, that Tenant shall be the only tenant of such Lands
and that  there  shall  not be any  other  improvements  thereon  other  than as
described  herein or  otherwise  used by or for the  benefit  of  Tenant.  It is
acknowledged  that a  portion  of the Land is  within  the tax lot of the  lands
previously leased to Tenant pursuant to Lease I and that the balance of the Land
constitutes a separate municipal tax lot.

                  (b) Tenant  covenants  and agrees  that  commencing  as of the
Commencement  Date and continuing  throughout the Term hereof,  and any "Renewal
Terms," as defined in Paragraph 48, it shall pay to the taxing authority,  prior
to the imposition of interest  and/or penalty for  non-payment,  all real estate
taxes,  assessments,   added  assessments  and  other  governmental  charges  or
substitutes therefor (hereinafter  collectively called "Taxes") levied, imposed,
assessed  or fixed on or against  the Land and  improvements  thereon or arising
from the use,  occupancy or possession  thereof.  It is agreed that Tenant shall
have the right to pay any  assessment(s)  levied  against the Premises  over the


                                       26
<PAGE>

longest time permitted by the  Municipality  and shall be  responsible  only for
such  payments as shall be due and owing  during the Term.  Notwithstanding  the
foregoing,  Landlord  shall pay all  special  assessments  assessed  against the
Premises to which  Landlord  agreed or which were included  within the municipal
approvals  obtained,  in connection with the construction of the Building within
the first twenty-four (24) months of the Term, or which are assessed against the
Premises  within the first  twenty- four (24) months of the Term,  and relate to
the  initial  construction  of the  Building  and its  imposition  on  municipal
services or  infrastructure  without regard to the actual use of the Premises by
Tenant.

                  (c)  Tenant  shall have the right to contest in good faith any
of  said  Taxes,  at  its  own  cost  and  expense,   provided,   however,  that
notwithstanding such contest,  Tenant, at all times, shall: when due, pay all of
the Taxes necessary to prosecute such contest;  comply with all applicable laws,
rules and regulations  regarding the payment of taxes; not take any action which
would adversely  affect,  threaten or jeopardize the interest of Landlord in the
Land,  Building,  or any part  thereof;  and promptly  pay,  indemnify  and save
Landlord  harmless  from,  all  penalties  and interest  which may be charged or
imposed as a result of or during the pendency of, any such contest. In the event
of any such contest,  Landlord agrees to reasonably cooperate and to execute any
necessary documents,  provided, however, that the same shall be without any cost
or expense to Landlord. Upon request of Landlord,  Tenant forthwith shall notify
Landlord of the filing of any tax appeal or contest.

                  (d) In the event that Tenant shall fail to contest all of such
Taxes or shall  fail to notify  Landlord  of its  filing  of any such  appeal or
contest,  then and in either of such events,  Landlord shall have the right, but
not the obligation,  to contest, at its own cost and expense, any of such Taxes.
Landlord  shall be obligated to pay any  increase in Taxes  resulting  from such
appeal,  and  Tenant  shall be  entitled  to all of the  proceeds  of any refund
received as a result of such contest,  after payment of all reasonable costs and
expenses incurred in connection with prosecuting such contest.

                  (e) Subject to the provisions of subparagraph  17(b) above for
special  assessments  as  opposed to added  assessments,  for the first and last
Lease Years of the Term  hereof,  the  portion of all Taxes,  other than such as
result from added  assessments,  shall be prorated,  depending on the proportion
which each such  Lease  Year  shall bear to the tax year in which it falls.  The
portion  of Taxes  resulting  from added  assessments  during the first and last
Lease Years of the Term shall be prorated depending on the proportion which such
Lease  Year  shall  bear to the  portion  of the tax year for  which  the  added
assessment is charged.

                  (f) If at any time during the Term hereof,  a tax or excise on
rents  or  other  tax,  however   described,   is  levied  or  assessed  by  the
Municipality,  County,  State or Country or any political  subdivision  thereof,
against  Landlord or the Rental reserved  hereunder,  or any part thereof,  as a
substitute or addition,  in whole or in part, for any revenues  derived from any
tax  assessed  or imposed by any such  political  entity on land and  buildings,
Tenant  covenants  to pay to Landlord  such sum as shall be necessary to pay and
discharge  such tax or excise on rents or other tax,  which sum shall be paid to
Landlord in the manner herein set forth for Taxes;  provided,  however, that the
parties shall have the right to contest said levy in the same manner as provided
herein  for  Taxes,  and  provided  further  that said tax is  commonly  paid by
industrial or commercial tenants in New Jersey.

                  (g) Except as otherwise  provided herein,  Tenant shall not be
obligated or required hereunder to pay any franchise, excise, corporate, estate,


                                       27
<PAGE>

inheritance,  succession,  capital  levy or  transfer  tax of  Landlord,  or any
income, profit or revenue tax upon the income or receipts of Landlord.

                  (h) Tenant shall be responsible for and shall pay prior to the
time when such payment shall be deemed delinquent, all taxes assessed during the
Term  against  any  leasehold  interest,   or  any  improvements,   alterations,
additions,  fixtures or personal  property of any nature  placed in, on or about
the  Premises  by Tenant,  whether  such tax shall have been  levied or assessed
against Landlord or Tenant.

         20.      Additional Charges.

                  (a) In addition to all other  rental  charges  provided for in
this  lease,  the  Tenant  agrees to pay as  Additional  Rental,  a sum equal to
Tenant's share of Landlord's costs and expenses  ("Operating Costs") incurred by
Landlord in connection with  Landlord's  maintenance and repair of the detention
basin and  detention  basin  area  serving  the  Premises,  if the same shall be
furnished  by  Landlord.  The portion to be paid by Tenant shall be equal to the
percentage which the acreage of the Land bears to the total acreage of all lands
being served by such detention basin. The initial portion of the Operating Costs
to be borne by Tenant shall be thirty (30%) percent.  In all events, the maximum
share to be paid by Tenant shall be Ten Thousand ($10,000.00) Dollars per annum.

                  (b) For the first and last Lease Years of the Term hereof, the
portion of Operating  Costs to be paid by Tenant shall be pro rated depending on
the  proportion  which each such Lease Year shall bear to the  aforesaid  annual
period in which it falls.

         21.      Non-Liability of Landlord.

                  (a) Except as otherwise  herein  provided,  neither  Landlord,
Ground Lessor nor any of its agents, co-venturers,  representatives,  employees,
constituent members,  successors or assigns shall be liable for any injury which
may be sustained by Tenant as a consequence of: any defect,  latent or apparent;
any change of  conditions  in the Premises;  the failure,  breakage,  leakage or
obstruction of the street or sub-surface;  the water,  plumbing,  steam,  sewer,
waste or soil  pipes;  the  roof,  walls,  drains,  leaders,  gutters,  valleys,
downspouts or the like; the  electrical,  gas, power,  conveyor,  refrigeration,
sprinkler,  air  conditioning  or heating  systems;  the  elevators  or hoisting
equipment;  any other structural failure; the elements;  any theft or pilferage;
any fire, explosion or other casualty; the carelessness,  negligence or improper
conduct  on the  part of  Tenant,  its  agents,  employees,  guests,  licensees,
invitees,   subtenants,   assignees  or  successors;   any  interference   with,
interruption of or failure,  beyond the control of Landlord,  of any services to
be furnished to the Premises; or any other cause whatsoever. Notwithstanding the
provisions  of this  subparagraph  (a),  Landlord,  except as  otherwise  herein
provided,  shall be liable for the  consequences  of its negligence and Landlord
shall be  liable  for the  consequences  of its  default(s)  under  this  lease.
Landlord  shall be entitled  to receive a credit on account of any damage  claim
pursuant  to  this  subparagraph  (a) of an  amount  equal  to all  proceeds  of
insurance  received  by  Tenant  as a result  of such  act  and/or  omission  of
Landlord. Except as otherwise provided in subparagraph 47(e), all property kept,
maintained or stored in, on or at the Premises  shall be so kept,  maintained or
stored at the sole  risk of  Tenant,  it being  acknowledged  that  Tenant is to
maintain insurance to cover any damage or loss to such property.

                  (b) Except as  otherwise  expressly  set forth  herein,  in no
event  shall any act or omission of Landlord  and/or  Ground  Lessor  and/or the
breach  of  any of  their  obligations  hereunder  permit  Tenant  to  allege  a
constructive  eviction or otherwise to  terminate  this lease,  or to receive an


                                       28
<PAGE>

abatement,  reduction,  moratorium,  offset or credit on account of Rental to be
paid hereunder.

         22.      Indemnity.

                  (a) Except as shall  result from the  negligence  or breach of
any obligation  pursuant to this lease by Landlord,  Ground Lessor and/or its or
their agents,  representatives,  employees,  constituent  members,  contractors,
successors  and  assigns,  Tenant,  at its sole  cost  and  expense,  agrees  to
indemnify  and  save  Landlord,  Ground  Lessor  and its  agents,  co-venturers,
representatives,  employees,  constituent members,  contractors,  successors and
assigns  harmless  from and against  any and all  third-party  claims,  actions,
demands and suits,  for, in connection  with, or resulting  from,  any accident,
injury  or  damage  whatsoever   (including,   without  limitation,   reasonable
attorneys' fees) caused to any third person or third person's  property arising,
directly or indirectly, in whole or in part, out of the business conducted in or
the use of the  Premises,  or occurring in, on or about the Premises or any part
thereof  (including,  without  limitation,   adjacent  sidewalks),  or  arising,
directly or indirectly,  in whole or in part, from any act or omission of Tenant
or any  concessionaire  or subtenant or their  respective  licensees,  servants,
agents,  employees  or  contractors,  or arising out of the breach or default by
Tenant of any term, provision,  covenant or condition herein contained, and from
and against any and all  losses,  costs,  expenses,  judgments  and  liabilities
incurred in connection with any claim, action,  demand, suit or other proceeding
brought  thereon.  Said  indemnity  shall  include  defending or  resisting  any
proceeding by attorneys reasonably  satisfactory to Landlord.  It is agreed that
attorneys  designated  by  Tenant's  insurance  carrier  shall be  deemed  to be
satisfactory.  The within indemnity shall be insured as a contractual obligation
under the policy of liability insurance Tenant is required to carry hereunder.

                  (b) Except as shall  result from the  negligence  or breach of
any   obligation   pursuant   to  this  lease  by  Tenant   and/or  its  agents,
representatives,  employees,  constituent members,  contractors,  successors and
assigns,  Landlord,  at its sole cost and expense,  agrees to indemnify and save
Tenant  and  its  agents,  representatives,   employees,   constituent  members,
contractors,  successors  and  assigns  harmless  from and  against  any and all
third-party  claims,  actions,  demands and suits,  for, in connection  with, or
resulting from, any accident,  injury or damage whatsoever  (including,  without
limitation,  reasonable  attorneys'  fees)  caused to any third  person or third
person's property arising, directly or indirectly, in whole or in part, from any
act or omission  of  Landlord,  the Ground  Lessor,  or its or their  licensees,
servants,  agents,  employees  or  contractors,  or arising out of the breach or
default  by  Landlord  or  Ground  Lessor of any term,  provision,  covenant  or
condition  herein  contained,  and from and against  any and all losses,  costs,
expenses,  judgments  and  liabilities  incurred in  connection  with any claim,
action,  demand, suit or other proceeding brought thereon.  Said indemnity shall
include   defending  or  resisting  any   proceeding  by  attorneys   reasonably
satisfactory  to Tenant.  It is agreed that  attorneys  designated by Landlord's
insurance carrier shall be deemed to be satisfactory. The within indemnity shall
be insured as a contractual  obligation under any policy of liability  insurance
Landlord may carry regarding any such occurrence.

         23. Right to Cure  Default.  If either party shall fail to comply fully
with any of its  obligations  hereunder,  within  the time and in the manner set
forth herein,  then the other party shall have the right, at its option, to cure
such default,  at the expense of the failing party, upon thirty (30) days' prior
notice to the failing  party,  except in cases of  emergency  (in which event no
notice need be given),  and if the failing party shall fail to cure said default


                                       29
<PAGE>

within such period  (provided,  however,  that if said  default  cannot be cured
within said period,  if the failing party shall not have commenced in good faith
to cure  such  default  within  said  thirty  (30) day  period  and shall not be
continuing the curing thereof diligently thereafter). Tenant agrees to reimburse
Landlord  promptly (as Additional  Rental) together with interest thereon at the
Lease  Interest  Rate from the date said costs and  expenses  were  incurred  by
Landlord  in curing  Tenant's  defaults.  Tenant  shall be  entitled to a credit
against  the  Fixed  Rent  next due and  payable  for all  reasonable  costs and
expenses  incurred by Tenant as a result of  Landlord's  default  together  with
interest at the Lease  Interest  Rate from the date said costs and expenses were
incurred. Any action so taken pursuant to this lease shall not serve to waive or
release the failing party from its performance of any obligation hereunder.

         24.      Remedies Upon Default.

                  (a) If Tenant  shall:  (i)  default  in  payment of the Rental
reserved  herein or in making any payment herein  provided for at least five (5)
days following  notice of non-payment;  or (ii) default in the observance of any
of the other  terms,  covenants  and  conditions  of this lease,  which  default
continues  for thirty (30) days  following  the delivery of notice  thereof,  as
hereinafter  required;  or (iii)  assign,  sublet or permit the  Premises  to be
occupied by someone other than Tenant,  except as herein provided;  or (iv) make
any  assignment  for the  benefit of  creditors,  file a  voluntary  petition in
bankruptcy,  be by any court  adjudicated  a  bankrupt,  take the benefit of any
insolvency  act or be  dissolved  (other  than a  dissolution  resulting  solely
pursuant to the  Internal  Revenue  Code of 1986,  as  amended,  and without the
dissolution  of  Tenant  pursuant  to the  substantive  law of the  State of its
incorporation) or liquidated,  voluntarily or involuntarily, or if a receiver or
trustee of Tenant and/or its property shall be appointed in any  proceedings and
if any such action shall be taken involuntarily  against Tenant and shall not be
cured or stayed within sixty (60) days  thereafter;  or (v) record or attempt to
record this lease except as otherwise  permitted  herein;  or (vii) fail to make
any  Rental  payment  within ten (10) days  following  its due date on more than
eight (8)  occasions  during  any  twelve  (12)  month  period;  then,  upon the
happening of any of the events set forth in this Paragraph,  Landlord shall have
the right to  terminate  this lease and the Term  hereof upon not less than five
(5) days' notice to Tenant, or as otherwise required by applicable law, with the
same force and effect as though the date so specified  was the date  hereinabove
first set forth as the date of the  expiration  of the Term  (but  Tenant  shall
remain  liable to Landlord as herein  provided),  and at the  expiration  of the
period  provided in said notice,  the Term hereof and all of the Tenant's right,
title and interest  hereunder  shall cease and terminate,  and Landlord  without
further  notice,  may reenter the  Premises,  remove the Tenant and its property
therefrom,  and have  possession  and enjoyment of the same,  and/or may recover
possession  thereof as  prescribed  by law  relating to summary  proceedings  or
otherwise,  without any liability for damages or prosecution therefrom, it being
understood that no other demand for the Rental,  no reentry for condition broken
and no other  notice  to quit  other  than as may be  required  by law  shall be
necessary,  to enable  Landlord to recover such  possession,  to terminate  this
lease  and/or  to  exercise  any  other  right(s)  to which  it may be  entitled
hereunder  or pursuant to law.  All other  rights to any such  demand,  reentry,
notice or other prerequisites are hereby expressly waived by Tenant.

                  (b) In the  event of any  such  default,  reentry,  expiration
and/or  dispossess:  (i) the Rental shall become due and shall be paid up to the
time  of  such  reentry,  dispossess  and/or  expiration,   together  with  such
reasonable costs and expenses as Landlord may incur in reacquiring possession of
the Premises,  for legal  expenses,  attorneys' and brokerage  fees,  putting or


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<PAGE>

restoring  the Premises in or to good order and  altering or preparing  the same
for  re-rental,  and/or in enforcing its rights  hereunder;  (ii) Landlord shall
have the right, but shall not be obligated,  except as required by law, to relet
the  Premises  or any part or parts  thereof,  either in the name of Landlord or
otherwise,  for a term or terms which, at Landlord's option, may be less than or
exceed the period  which  otherwise  would have  constituted  the balance of the
Term, for such rental and on such terms as Landlord shall deem reasonable; (iii)
Tenant,  or  the  legal  representatives  of  Tenant,  shall  pay  Landlord  any
deficiency  between the Rental hereby  covenanted to be paid and the net amount,
if any, of the rents  collected on account of any  reletting of the Premises for
each month of the period which otherwise  would have  constituted the balance of
the Term.  In  computing  such sum,  there  shall be added to the Rental  hereby
covenanted  to be  paid,  such  expenses  of  Landlord  as  are  referred  to in
subparagraph  (b)(i) of this  Paragraph.  Any such  deficiency  shall be paid in
monthly  installments by Tenant on the first day of each month, in advance,  and
any suit brought to collect the amount of the deficiency for any month shall not
prejudice  in any way the rights of Landlord to collect the  deficiency  for any
subsequent  month  by a  similar  proceeding  or by  joining,  consolidating  or
otherwise  including in one action,  any and all claims for subsequent  periods;
(iv)  notwithstanding  any other  provisions  of this lease,  Landlord  shall be
entitled,  at its option,  in addition and without prejudice to any other rights
and  remedies  it may have  hereunder  or at law or in equity,  to recover  from
Tenant as damages,  in  addition to any Rental  unpaid or accrued to the date of
such reentry, expiration and/or dispossess,  together with all of the additional
costs and  expenses  incurred by  Landlord,  an amount  equal to the  difference
between the Rental covenanted to be paid hereunder for what otherwise would have
been the  unexpired  portion  of the Term had such  reentry,  expiration  and/or
dispossess not occurred,  and the then fair and  reasonable  rental value of the
Premises for such unexpired  portion of the Term,  both  discounted at an annual
rate equal to the discount rate  published by the Wall Street  Journal as of the
date of default by Tenant,  to present worth.  In determining  the then fair and
reasonable  rental  value  of the  Premises,  the  rental  realization  upon any
arms-length,  commercially  reasonable  reletting,  if such  reletting  shall be
accomplished  within a reasonable  time after such  reentry,  expiration  and/or
dispossess,  shall be deemed prima facie to be such fair and  reasonable  rental
value. Landlord shall be entitled, in addition to the amount of such difference,
to also recover such expenses as are referred to in this subparagraph 24(b)(i).

                  (c) Any undertakings  Landlord may perform on behalf of Tenant
hereunder, the making by Landlord of any alterations,  repairs,  replacements or
decorations  and/or the exercise of any of  Landlord's  rights  pursuant to this
lease or by law,  shall not operate or be construed  to relieve  Tenant from its
liability hereunder, and except as required by law, Landlord, in no event, shall
be liable in any way  whatsoever  for any failure to relet  and/or to attempt to
relet the Premises and/or any portion thereof, or in the event that the Premises
and/or any portion thereof,  are relet, for the  reasonableness of the rental or
for the failure to collect any rental under such reletting.

                  (d) In the event of a breach or violation or threatened breach
or violation by Tenant of any of the covenants,  conditions, terms or provisions
of this  lease,  Landlord  shall  have the right to obtain an  injunction  or to
invoke any remedy allowed at law or in equity,  without limitation,  in addition
to any and all rights and remedies provided for herein.

                  (e) No receipt of Rental by Landlord after the  termination in
any  manner of this  lease,  or the  performance  by  Tenant  of any  obligation
hereunder  after the period  stated in any notice given  pursuant to this lease,
shall  reinstate,  continue or extend the lease or the Term thereof,  affect any


                                       31
<PAGE>

such notice or cure any default  theretofore  arising  hereunder.  No receipt of
Rental or the  performance  by Tenant of any  obligation  hereunder  after final
judgment for  possession of the Premises,  shall  reinstate,  cure,  continue or
extend the lease or the Term thereof or affect said suit or said judgment.

                  (f) The rights and  remedies  of  Landlord  specified  in this
lease,  as well as the rights and remedies to which  Landlord is entitled by law
or in equity, are cumulative and are not intended to be exclusive of or preclude
the exercise of any other rights or remedies  which may be available to Landlord
in the  event of a breach by Tenant  of any  provision  of this  lease and shall
survive the expiration or termination of this lease.

                  (g) Landlord shall have the right to institute proceedings for
the recovery of damages,  including the payment of Rental,  at any time and from
time to time,  and shall not be  required  to postpone  the  institution  of any
proceeding until the date when the Term would have expired if it had not been so
terminated  pursuant to the provisions  hereof,  or pursuant to any provision of
law, or had Landlord not re-entered the Premises. Nothing herein contained shall
be construed to limit or preclude any recovery by Landlord against Tenant of any
damages to which,  in  addition to the damages  particularly  set forth  herein,
Landlord  may be  entitled  by reason of any  default  hereunder  on the part of
Tenant.

                  (h)  Notwithstanding  the foregoing,  if the applicable law of
the State of New Jersey  provides that the parties to a commercial  lease cannot
waive the duty of  Landlord to  mitigate  its  damages or if Landlord  elects to
attempt to mitigate its damages,  then Landlord  shall be obligated  only to use
commercially reasonable efforts to mitigate damages. Landlord shall be deemed to
have used reasonable efforts to mitigate if:

                           (i)      It uses leasing practices and seeks such
rent,  period  and other  terms and  conditions  as then are being  utilized  by
Landlord or an affiliate for similar properties in the same geographic area; or

                           (ii)     It uses leasing practices and seeks such
rent,  period and other terms and conditions as then are reasonable or usual for
similar properties in the same geographic area.

         Landlord,  in no event,  shall be required to  relinquish or jeopardize
any economic benefit or opportunity,  including, without limitation, the leasing
of other  property  owned or  controlled by Landlord or an affiliate in order to
mitigate  damages.  The  rental of any other  property  owned or  controlled  by
Landlord or an affiliate  shall not reduce any damages which  Landlord  would be
entitled to receive from Tenant and any such damages shall include any late fees
chargeable pursuant to the terms of this lease.

                  (i) If  Landlord  shall be  under a duty to or shall  elect to
mitigate  damages,  then only the "net  proceeds" of any  reletting  received by
Landlord in connection  with any reletting  shall be credited  against  Tenant's
existing or future outstanding  obligations under this lease, in such manner and
in such order as Landlord,  in its sole discretion,  may determine.  In no event
shall  Tenant be  entitled to a credit or receive all or any portion of any such
net proceeds  received by Landlord in excess of the Rental due hereunder for the
corresponding period for which such net proceeds are received except that to the
extent such excess shall be available,  any such excess shall be carried forward
to satisfy any obligations of Tenant thereafter  accruing.  As used herein, "net
proceeds"  shall mean the full amount of rent and other similar  charges paid to
Landlord,  reduced by all Landlord's  reasonable expenses incurred in connection


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<PAGE>

with  reletting,  operating  or  maintaining  the Premises  (including,  but not
limited  to,  expenses  for work done to the  Premises in  connection  with such
reletting,  brokerage fees,  attorneys' fees and  disbursements and any costs or
expenses of  Landlord  paid or  reimbursed  by a tenant,  whether as  Additional
Rental or otherwise).

         25. Waiver of Redemption.  Upon the expiration or sooner termination of
this  lease  or in the  event  of  entry of  judgment  for the  recovery  of the
possession  of the Premises in any action or  proceeding,  or if Landlord  shall
enter the  Premises  by process  of law,  Tenant,  for  itself  and all  persons
claiming through or under Tenant,  including, but not limited to, its creditors,
hereby waives and surrenders  any right or privileges of redemption  provided or
permitted  by any statute,  law or decision  now or  hereafter in force,  to the
extent legally authorized,  and does hereby waive and surrender up all rights or
privileges  which it may or might  have  under and by reason of any  present  or
future law or  decision,  to redeem the Premises or for a  continuation  of this
lease after having been dispossessed or ejected therefrom by process of law.

         26.      Mortgage Priority.

                  (a) To the extent  applicable,  all references to mortgages in
this lease  shall be deemed to include  ground  leases.  This lease shall be and
hereby  is made  subject  and  subordinate  at all times to (i) all  ground  and
underlying  leases  and to  any  amendments  thereof  made  from  time  to  time
(including, without limitation, a ground lease herein called the "Ground Lease",
between Amax Cooper,  Inc., as Ground  Lessor,  and Landlord  herein,  as ground
lessee dated June 1, 1988, as amended), and (ii) to all "Permitted Mortgage(s)",
as  hereinafter  defined in  subparagraph  26(g),  and all advances made thereon
which,  now or  hereafter,  may  affect  the  Premises,  and  to all  increases,
renewals,  modifications,   consolidations,   participations,  replacements  and
extensions thereof,  irrespective of the time of recording thereof,  without the
necessity  of any  further  instrument  of  subordination;  provided,  that with
respect to any Permitted Mortgage the aggregate outstanding principal balance of
the Permitted Mortgage(s) encumbering the Premises shall not exceed the Purchase
Price to be paid by Tenant for the  Premises  pursuant to  Paragraph  41 of this
lease,  and provided  further that as to any Permitted  Mortgage or ground lease
Landlord  obtains (i) a  "non-disturbance"  agreement  reasonably  acceptable to
Tenant to provide  that the right and  interest of Tenant  hereunder  may not be
terminated  so  long as  Tenant  is not in  default  of the  performance  of any
obligation  hereunder,  or (ii) a  "non-disturbance"  agreement identical in all
material  respects to that set forth on Exhibit I. If Landlord or any  Permitted
Mortgagee or ground lessor desires  confirmation of such  subordination,  Tenant
shall promptly  execute and deliver any  certificate  or instrument  that may be
reasonably requested.  Except as provided in Paragraph 15, Tenant shall not have
the right to place any lien or  encumbrance  of any kind  against  the  Premises
except for  chattel  mortgages  or pledges  on any of its  fixtures,  furniture,
equipment, improvements, or inventory.

                  (b)  Tenant  agrees  that in the  event  the  interest  of the
Landlord becomes vested in the holder of any Permitted Mortgage or in any ground
lessor, or in anyone claiming by, through or under any of them, then such holder
or ground lessor shall not be:

                           (i)      liable for any act or omission of any prior
landlord  (including  Landlord herein) except to the extent such act or omission
is a continuing default and Tenant shall have given such holder or ground lessor
notice of such default  following  the interest of Landlord  becoming  vested in
such holder or ground  lessor  unless  Tenant  shall have  provided  such notice
pursuant to the non-disturbance agreement received by Tenant from such holder or


                                       33
<PAGE>

ground  lessor,  and such holder or ground  lessor shall have failed to commence
curing said default  within sixty (60) days from the effective  date of Tenant's
notice; or

                           (ii)     except with respect to any rent abatement
specifically  provided  for in this  lease,  subject to any  offsets or defenses
which Tenant may have against any prior landlord (including Landlord herein); or

                           (iii) bound by any Rental which Tenant may have
paid for more than the current month to any landlord (including
Landlord herein); or

                           (iv)     bound by any alteration or modification of
any provision hereof, nor any cancellation or surrender of this lease unless the
same shall have been  approved  in writing by such  holder,  or unless  specific
provision therefor is set forth in this lease; or

                           (v)      bound by any obligation of Landlord to
construct  and  complete the Building as set forth in Paragraph 3 of this lease;
or

                           (vi)     in the event of a taking as set forth in
Paragraph 13, bound to provide  replacement  of such portions of the Premises as
may have been so taken except as may be included or  cross-collateralized in any
such Permitted Mortgage(s).

                  (c) Tenant agrees that,  upon the request of Landlord,  Tenant
will  execute,  acknowledge  and deliver such  document or  instrument as may be
reasonably  requested  by the holder of any  Permitted  Mortgage  and/or  ground
lessor  confirming  or agreeing  that this lease is  assigned to such  mortgagee
and/or  ground lessor as  collateral  security for such  mortgage  and/or ground
lease and  agreeing to abide by such  assignment,  provided  that a copy of such
assignment has in fact been delivered to Tenant.

                  (d)  Simultaneously  herewith,  Ground Lessor shall deliver to
Tenant an estoppel  certificate stating that Landlord is not in default pursuant
to the Ground Lease and Ground Lessor,  Landlord and Tenant shall enter into the
Non-Disturbance, Recognition and Attornment Agreement attached hereto as Exhibit
F.

                  (e) Landlord  represents that as of the date hereof,  the only
ground lease is the Ground Lease,  and that the only mortgage on the Premises is
in favor of Fleet Bank, N.A. in the principal  amount of  $12,500,000.  Landlord
further represents that it will only place Permitted Mortgages on the Premises.

                  (f) As used in this lease,  "Permitted  Mortgagee"  shall mean
(i) Cyprus Amax Minerals Company ("Cyprus") and Amax Copper,  Inc. ("ACI"),  its
principals or Affiliates,  as hereinafter  defined in this  subparagraph  26(f);
(ii) Amax Realty  Development,  Inc.,  ("Amax"),  its  principals or Affiliates;
(iii) V. Paulius and Associates  ("VPA") its  principals or  Affiliates;  (iv) a
state or federally  chartered  commercial bank or savings and loan  association;
(v) a pension trust;  (vi) a real estate  investment  trust;  (vii) an insurance
company; (viii) any lender regulated by the state or federal government; or (ix)
any other lender  approved by Tenant in its sole judgment.  For purposes of this
Paragraph  26,   "Affiliate"  shall  mean  (x)  a  corporation   controlled  by,
controlling  or  under  common  control  with  Cyprus,  ACI,  Amax,  VPA  or its
principals, as the case may be, or (y) a partnership,  limited liability company
or joint venture in which Cyprus,  ACI,  Amax or VPA or its  principals,  or any
entity referred to in (x) above owns a controlling interest.

                  (g) As used in this lease,  Permitted  Mortgage(s)  shall mean
any mortgage(s) made by a Permitted  Mortgagee(s)  which provides for all of the
following (i)  individually,  or when added to all other Permitted  Mortgages on


                                       34
<PAGE>

the Premises,  does not exceed the Purchase Price, as set forth in Paragraph 41;
and (ii) shall be  pre-payable  at any time  provided,  however  such  Permitted
Mortgage may contain a prohibition  on  prepayments  provided  such  prohibition
shall not be in effect or  applicable at the time Tenant may exercise its option
to purchase as set forth in Paragraph  41, and further  provided any  prepayment
penalties,  fees and charges  that Tenant  shall be  obligated  to pay shall not
exceed those set forth on Exhibit H (unless Landlord agrees to pay such excess).

         27.      Surrender of Premises.  On the expiration date or
sooner termination of the Term, Tenant shall deliver to Landlord all keys to the
Premises which are in its possession  and/or  control,  shall quit and surrender
the Premises to Landlord in broom-clean,  good condition and repair,  reasonable
wear and tear and damage by any casualty occurrence or elements excepted, and in
compliance with Tenant's Environmental Law obligations as hereinafter defined in
Paragraph  47 of this  lease,  together  with  all  alterations,  additions  and
improvements which may have been made in, on or to the Premises,  by Landlord or
by Tenant  ("Improvements")  except for  movable  furniture  and  equipment,  or
unattached movable trade fixtures,  its racks ("Personal  Property"),  and those
Improvements  made by Tenant that Tenant  elects to remove;  provided,  however,
with respect to Improvements  made by Tenant other than Tenant's  racks,  Tenant
shall  ascertain from Landlord,  at the time it obtains  Landlord's  consent for
each such Improvement,  whether Landlord desires to have any such Improvement(s)
removed and to have the Premises or any part thereof  restored to the  condition
in which it was originally delivered to Tenant, ordinary wear and tear excepted.
If  Landlord  fails to so advise  Tenant,  Landlord  shall be deemed to have not
elected to require the  removal of such  Improvement(s).  If  Landlord  shall so
desire to have any Improvement(s) removed or if Tenant shall elect to remove any
such  Improvement(s)  (even if  Landlord  does not want them to be  removed)  by
notice  delivered  to  Landlord  not less  than  three (3)  months  prior to the
Termination  Date, then Tenant,  prior to the Termination Date, at its sole cost
and expense, shall remove therefrom all such Improvements as may be requested by
Landlord or desired by Tenant,  together with its Personal Property, and fix and
repair  any  and  all  damage  or  defacement  to  the  Premises  caused  by the
installation  and/or  removal of  Improvements  or Personal  Property and to the
extent the installation of such Improvement or Personal  Property  replaced some
portion of the Premises as constructed  by the Landlord,  Tenant shall repair or
restore  the  Premises  to its  condition  prior  to the  installation  of  such
Improvements or Personal Property, reasonable wear and tear excepted. Any or all
of such Personal Property or Improvements not so removed,  at Landlord's option,
shall  become the  exclusive  property of Landlord  and/or may be disposed of by
Landlord,  at  Tenant's  cost and  expense,  without  further  notice or demand.
Tenant's  obligation under this Paragraph shall survive the expiration or sooner
termination of the Term.

         28.  Unavoidable  Delays. If, as a result of strikes,  lockouts,  labor
disputes,  inability  to  obtain  labor,  materials  or  reasonable  substitutes
therefor, acts of God, governmental restrictions, regulations or controls, enemy
or hostile  governmental  action,  civil  commotion,  insurrection,  revolution,
sabotage,  fire or other  casualty,  acts or failure  to act by either  party or
other conditions beyond the control of the obligated party,  whether prior to or
during the Term,  either  party  shall  fail  punctually  to  perform  any lease
obligation,  then and in any of such events, such obligation shall be punctually
performed as soon as  practicable  after such condition  shall abate.  If either
party, as a result of any such condition,  shall be unable to exercise any right
or option within any time limit provided in this lease, such time limit shall be
deemed extended for a period equal to the duration of such condition.  Except as
otherwise  specifically  provided  in this  lease,  the  failure of  Landlord to


                                       35
<PAGE>

perform any lease  obligation for the reasons set forth herein shall not affect,
curtail,  impair or excuse this lease or the  obligations  of Tenant  hereunder,
including  but not limited to, the  obligations  of Tenant to pay Rental.  It is
expressly agreed that the provisions of this subparagraph shall not apply to the
obligation  of Landlord to rebuild or restore  pursuant to  Paragraph 9 or 13 of
this lease to which  Completion Force Majeure shall apply, or to the covenant of
Quiet Enjoyment as set forth in Paragraph 32 of this lease, or to the obligation
of Tenant to make Rental payments in accordance with the provisions  hereof. For
purposes of this lease,  Completion  Force Majeure shall be deemed to mean delay
actually caused by damage or destruction of the Premises resulting from any act,
occurrence,  event,  disaster or happening,  due to natural causes and/or due to
acts of man beyond the reasonable control,  knowledge or expectation of Landlord
and its contractor.

         29. Landlord Consent.  Tenant,  in no event,  shall be entitled to make
any claim, and Tenant hereby waives any claim for money damages,  whether by way
of setoff, counterclaim, defense or otherwise, based upon any claim or assertion
by Tenant  that  Landlord  has  unreasonably  withheld or delayed any consent or
approval,  notwithstanding  Landlord has covenanted  herein not to  unreasonably
withhold its consent. Tenant's sole remedies shall be an action or proceeding to
enforce any such provision,  or for an injunction or for a declaratory judgment.
All expenses  reasonably  incurred by Landlord in reviewing  and acting upon any
request for additions or  improvements to the Structure of the Building shall be
reimbursed  by Tenant to Landlord and shall be deemed to  constitute  Additional
Rental  and be paid over to  Landlord  thirty  (30) days  after  demand  thereof
accompanied by reasonable detail evidencing such expenses.

         30.      Certification.

                  (a) Each party,  without charge and at any time, within twenty
(20) days after  written  request  of the other,  agrees to certify by a written
instrument duly executed,  acknowledged and delivered to the requesting party or
any other  person,  firm or  corporation  specified in such  request:  (i) as to
whether this lease has been modified or amended,  and if so, the date, substance
and manner of such modification or amendment;  (ii) as to the validity and force
and effect of this lease;  (iii) as to the existence of any default  thereunder,
and if so, the nature, scope and extent thereof; (iv) as to the existence of any
offsets, counterclaims or defenses thereto on the part of Tenant, and if so, the
nature,  scope and extent  thereof;  (v) as to the  commencement  and expiration
dates of the Term; (vi) as to the dates to which Rental payments have been made;
(vii) as to the existence of any Hazardous  Wastes or Substances as  hereinafter
defined in Paragraph 47 of this lease, or as to similar  environmental  matters;
(viii) as to whether or not  Landlord  delivered  possession  of the Premises in
accordance with the provisions of this lease, and if not, in reasonable  detail,
the manner in which it was not so delivered; (ix) as to whether or not the size,
location,  layout,  dimensions or construction of the Premises was completed and
furnished  in  accordance  with the  provisions  of this  lease,  and if not, in
reasonable  detail,  the manner in which it was not so completed and  furnished;
(x) as to  any  other  matters  as  reasonably  may be so  requested.  Any  such
certificate  may be relied upon by the  requesting  party and any other  person,
firm or  corporation  to whom the same may be  exhibited or  delivered,  and the
certifying party shall be bound by the contents of such certificate.

                  (b) Tenant  further agrees to furnish to Landlord at any time,
but not more frequently than once per calendar year,  within ten (10) days after
request of Landlord, and solely in connection with the sale, lease or mortgaging
of the Premises, a copy of its annual unaudited financial statement for its last


                                       36
<PAGE>

full  fiscal  year,  prepared  by  independent   Certified  Public  Accountants,
including, but not limited to, a profit and loss statement.

         31. Waiver of Trial by Jury.  The parties hereby waive trial by jury in
any action,  proceeding or counterclaim  brought by either of the parties hereto
against  the  other  on any  matters  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, and/or any claim of injury or damage.

         32. Quiet  Enjoyment.  Landlord  covenants  and agrees with Tenant that
upon Tenant's  paying the Rental and observing and  performing all of the terms,
provisions,  covenants and  conditions on its part to be observed and performed,
Tenant,  peaceably and quietly,  may enjoy the Premises  during the Term hereof,
subject however,  to all of the terms,  conditions,  covenants and provisions of
this lease and to any mortgage and/or ground lease to which this lease is or may
be subject for which a  non-disturbance  agreement  has been  obtained  from the
holder of such mortgage or ground lease.  In the event of any breach by Landlord
of this  covenant,  if the same  would in law or equity  give  Tenant a right to
cancel this lease,  Tenant's right of cancellation shall be subject to Paragraph
50. Upon such  cancellation,  all rights of either party against the other shall
cease and the Term shall expire with the same force and effect as if the date of
such  cancellation  were the date originally  fixed herein for the expiration of
the Term, but in addition thereto Tenant shall have the right to seek damages in
accordance  with the  provisions of this lease as a result of the breach of this
covenant.

         33.      Landlord.

                  (a) The term  "Landlord"  as used in this lease means only the
holder of this lease,  any ground lessor or the mortgagee in possession  for the
time being of the Premises, so that in the event of any sale of or assignment of
this  lease or any  underlying  lease,  and  except  as  otherwise  specifically
provided in  subparagraph  33(b) below,  Landlord  herein shall be and hereby is
entirely freed and relieved of all obligations of Landlord hereunder  thereafter
occurring  without the  necessity of further  agreement  between the parties and
such  purchaser,  assignee or lessee  provided that the  purchaser,  assignee or
lessee has assumed and agreed to observe and perform all of the  obligations  of
Landlord hereunder to be performed.

                  (b) Notwithstanding anything herein contained to the contrary,
it is  specifically  understood  and  agreed  that  except  with  respect to any
independent  guaranty  and  to the  provisions  set  forth  below  dealing  with
transfers of property by the Landlord  and/or Ground  Lessor,  there shall be no
personal  liability  on the part of,  Ground  Lessor  or  Landlord's  or  Ground
Lessor's agents, co-venturers,  representatives,  employees, successors, assigns
or any of its constituent members, with respect to any of the terms, provisions,
covenants and conditions of this lease or otherwise,  and that Tenant shall look
solely to the assets of Port  Carteret,  a joint  venture,  or its  successor in
interest,  from  time to time,  subject,  however,  to the  prior  rights of any
Permitted  Mortgagee,  lease holder, or security holder, for the satisfaction of
each and every  remedy of Tenant in the event of any breach of any of the terms,
provisions,  covenants and conditions of this lease to be performed by Landlord,
or in the event of any other claim  which  Tenant may allege  against  Landlord,
Ground  Lessor,   their  agents,   co-venturers,   representatives,   employees,
constituent  members,  successors  or  assigns,  which  exculpation  of personal
liability  shall,  subject to the next  succeeding  sentence,  be  absolute  and
without  exception.  In  consideration  of  Tenant  agreeing  to  the  aforesaid
exculpation,  Landlord and Ground Lessor agree that if Landlord or Ground Lessor
shall transfer,  mortgage or sell any interest in any real property now owned or
leased by Ground  Lessor or Landlord,  and if Tenant  thereafter  shall obtain a


                                       37
<PAGE>

judgment against Landlord and/or Ground Lessor pursuant to this lease,  Landlord
and Ground Lessor shall thereafter be jointly and severally personally liable to
the extent  that their  equity in the  Premises  does not equal or exceed  Three
Million  and  00/100  ($3,000,000.00)  Dollars  for  a sum  not  to  exceed  the
difference  between  said equity and Three  Million  and 00/100  ($3,000,000.00)
Dollars to the extent of any judgment rendered in favor of Tenant as a result of
Landlord's default under this lease.

         34.  Notices.  All notices,  demands,  requests,  approvals or consents
required under the terms of this lease shall be given in writing by either party
or its attorney to the other and except as otherwise  set forth  herein,  may be
made by personal  delivery or by certified or registered mail,  postage prepaid,
return  receipt  requested,  by postal or private  expedited  delivery  service,
addressed  to the party at the address set forth  hereinabove,  or to such other
address as either  party may  designate  in writing,  which  notice of change of
address  shall be given in the same manner,  such notices to be deemed  complete
upon  receipt or  non-acceptance  of receipt as evidenced by a bill of lading or
such other  similar  receipt.  A copy of any notice  given to Landlord  shall be
forwarded to Cole, Schotz,  Meisel, Forman & Leonard, P.A., 25 Main Street, P.O.
Box 800,  Hackensack,  New Jersey 07602,  Attention:  Stanley Stern, Esq. and to
McCarter & English,  4 Gateway Center,  100 Mulberry Street,  Newark, New Jersey
07102,  Attention:  Martin Dowd,  Esq., and a copy of any notice given to Tenant
shall  be  forwarded  to  Orloff,  Lowenbach,  Stifelman  &  Siegel,  P.A.,  101
Eisenhower Parkway,  Roseland,  New Jersey 07068,  Attention:  Stanley Schwartz,
Esq.

         35.      Covenants, Effect of Waiver.

                  (a) Every term, condition, agreement or provision set forth in
this lease shall be deemed also to constitute a covenant.

                  (b) The waiver of any term,  provision,  covenant or condition
by Landlord or Tenant shall not be construed as a waiver of a subsequent  breach
of the same or any other term, provision, covenant or condition, and the consent
or approval by  Landlord  to or of any act by Tenant,  whether or not  requiring
Landlord's  consent  or  approval,  shall  not be  construed  to waive or render
unnecessary  Landlord's  consent or approval to or of any subsequent similar act
by  Tenant.  The  failure  of  Landlord  or  Tenant to insist in any one or more
instances  upon  the  strict  performance  of any  term,  condition,  provision,
covenant or agreement or to exercise  any option or any right  hereunder,  shall
not be construed as a waiver or relinquishment  of the same for the future.  The
receipt by  Landlord  of any Rental  payment or the  acceptance  by  Landlord or
Tenant of the  performance  of anything  required to be performed by this lease,
with knowledge of a breach of any term, condition, provision or covenant of this
lease  shall not be  deemed a waiver of such  breach.  No  payment  by Tenant or
receipt  and/or  acceptance  by  Landlord  of a lesser sum than the agreed  upon
Rental  shall  operate or be deemed or  construed to be other than on account of
the earliest  Rental then unpaid,  nor shall any endorsement or statement on any
check or any letter or writing  accompanying any check nor the acceptance of any
check or payment be deemed an accord and  satisfaction,  and Landlord may accept
such check or payment  without  prejudice to its right to recover the balance of
any Rental or to pursue any other remedy to which it may be entitled.

         36.  Holding  Over.  Any holding over or continued  occupancy by Tenant
after the  expiration  of the Term of this lease  shall not operate to extend or
renew this lease or to imply or create a new lease, except, however, that Tenant
shall have a rolling  option to hold over for periods of one (1) month each, not
to exceed six (6) months in the  aggregate,  upon all the terms,  covenants  and
conditions of this lease,  except that Tenant shall pay Landlord  monthly Rental


                                       38
<PAGE>

at the monthly  Rental  payable  during the last month of the Term of this lease
provided, however, that if said last month of the Term of this lease was subject
to a rent  concession  then the preceding  month's rent shall be used,  provided
that:  Tenant shall  exercise  its right to hold over by notice(s)  delivered to
Landlord not less than twelve (12) months prior to the Termination  Date, as may
be extended  herein;  and Tenant  shall not have  received any notice of default
which  remains  uncured  at the time it  exercises  its  right  and/or as of the
Termination  Date.  If Tenant  shall hold over  beyond the period  provided  for
herein or continue in occupancy  without having exercised its right to hold over
in accordance  with the provisions of this Paragraph 36, Landlord shall have the
right to immediately terminate Tenant's occupancy or to treat Tenant's occupancy
as a month-to-month tenancy, in which event Tenant shall continue to perform all
obligations,  including  the payment of Fixed Rent at a rate equal to the lesser
of:  two  hundred  (200%)  percent  of the  Fixed  Rent as  shall  be in  effect
immediately  prior to the termination of the Term hereof;  or the maximum rental
otherwise  permitted by  applicable  law. In no event  however,  shall Tenant be
relieved of any  liability to Landlord for damages  resulting  from such holding
over.

         37. References.  Wherever herein the singular or plural number is used,
the same shall include the other,  and the use of masculine,  feminine or neuter
genders shall include or shall be deemed to mean such other genders as the sense
and  circumstances  dictate.  The  paragraph  headings,  index and captions used
herein are for reference and convenience only. The words "reenter" and "reentry"
as used herein are not restricted to their technical legal meaning.

         38. Entire Agreement.  This lease contains the entire agreement between
the parties.  No oral  statement or prior written matter shall have any force or
effect nor shall the waiver of any  provision of this lease be effective  unless
in writing, signed by the waiving party. Tenant agrees that it is not relying on
any representations or agreements other than those contained in this lease. This
lease shall not be modified  except by a writing  executed by both parties.  The
covenants,  provisions, terms, conditions and agreements contained in this lease
shall bind Landlord and Tenant and their  respective  successors and assigns and
shall inure to the benefit of Landlord and Tenant, the successors and assigns of
Landlord,  and the  successors and assigns of Tenant who shall have succeeded or
shall have obtained an assignment of lease in accordance  with the provisions of
this lease.

         39. Attornment.  At the option of Landlord, a purchaser of the Premises
or the holder of any Permitted  Mortgage or ground lease affecting the Premises,
Tenant agrees that neither the cancellation nor the termination of any ground or
other  underlying  lease to which  this  lease is now or  hereafter  may  become
subject or subordinate, nor the sale of the Premises, nor the foreclosure of any
mortgage  affecting  the  Premises,  nor the  institution  of any suit,  action,
summary or other proceeding by Landlord or any Permitted Mortgagee, by operation
of law or otherwise,  shall result in the  cancellation  or  termination of this
lease or the obligations of Tenant hereunder, and Tenant covenants and agrees in
such  event and upon  request  of  Landlord  or any such  holder of a  Permitted
Mortgage  or ground  lease (as the case may be) to attorn to  Landlord or to the
holder  or such  Permitted  Mortgage  or ground  or  underlying  lease or to the
purchaser of the Premises whether by foreclosure or otherwise.

         40.      Security.

                  (a) Tenant,  on the  Commencement  Date,  shall  deposit  with
Landlord,  the  Security.  If Tenant  defaults with respect to any of the terms,
covenants,  provisions or conditions of this lease,  including,  but not limited
to, the  payment of Rental,  then in  addition  to any other  remedies  to which


                                       39
<PAGE>

Landlord may be entitled by virtue of the provisions of this lease,  or pursuant
to law or  equity,  Landlord  shall  have the right to use,  apply or retain the
whole or any part of the Security to the extent  required for the payment of any
Rental,  or any other  sum as to which  Tenant  is in  default  or any sum which
Landlord may expend or may be required to expend by reason of Tenant's  default,
including,  but not  limited  to,  damages or  deficiencies  resulting  from the
reletting of the Premises,  whether such damages or deficiencies  accrued before
or after summary proceedings or other reentry by Landlord.

                  (b)  If  the  entire   Security  or  any  portion  thereof  is
appropriated  or applied by Landlord for the payment of Rental or any other sums
due and  payable to  Landlord by Tenant  hereunder,  other than as provided  for
herein,  or for the payment or  reimbursement of any cost or expense incurred by
Landlord  as a result  of any  default  or  failure  of  performance  by  Tenant
hereunder,  then Tenant,  upon the demand of Landlord,  forthwith shall remit to
Landlord a sufficient  Letter of Credit and/or  sufficient good funds to restore
the Security to the sum required to be deposited hereunder, the delivery of such
Letter of Credit and/or good funds hereby deemed to be  Additional  Rental,  and
Tenant's  failure to do so within thirty (30) days after the  forwarding of such
demand shall constitute a breach of this lease.

                  (c) Landlord  shall  maintain any cash portion of the Security
in an  interest  bearing  account  in  one or  more  federally  insured  banking
institutions  as Landlord may  determine,  from time to time, to insure that the
amount of the Security does not exceed the limits of any insurance covering bank
deposits.  Tenant  shall be entitled  to all  interest  earned on the  aforesaid
deposit of Security or the proceeds  thereof,  which  interest  shall be payable
annually to Tenant. Tenant further covenants that it will not assign or encumber
or attempt to assign or encumber  the Security  except as permitted  pursuant to
the  provisions  of  Paragraph  15 hereof,  and that  neither  Landlord  nor its
successors  or  assigns  shall be bound  by any  such  assignment,  encumbrance,
attempted assignment or attempted encumbrance.

                  (d) It is expressly understood and agreed that the exercise of
any remedy by Landlord for any default on the part of Tenant shall not be deemed
such a  termination  of this lease as to entitle  Tenant to the  recovery of the
Security,  and said Security  shall be retained and remain in the  possession of
Landlord as hereinbefore stated.

                  (e)  In  the  event  of  a  sale,  leasing  or  assignment  of
Landlord's  interest in this lease by Landlord,  Landlord  shall be obligated to
transfer the Security or the remaining balance thereof, to the purchaser, lessee
or assignee,  shall furnish  Tenant with notice  thereof and thereupon  shall be
released by Tenant from all liability for the  application of the Security,  and
Tenant  agrees  to look  solely to the  transferee  for the  application  of the
Security.  It is agreed that the provisions hereof shall apply to every transfer
or assignment made of the Security to a new transferee.

                  (f) If Tenant  shall fully and  faithfully  comply with all of
the terms,  provisions,  covenants and  conditions of this lease,  including the
delivery of the Premises to Landlord in accordance  with the  provisions  hereof
and compliance with all Environmental Laws with which it is obligated to comply,
then such  portion of the  Security  not required by Landlord to cure any Tenant
defaults  shall be returned to Tenant  within a reasonable  time,  not to exceed
thirty (30) days  following  the  expiration or sooner  termination  of the Term
hereof.

                  (g) To the  extent  that  the  Security  shall be in form of a
Letter of Credit,  each Letter of Credit to be  deposited  hereunder  shall be a
clean,  irrevocable  Letter of Credit,  shall be the amount required  hereunder,


                                       40
<PAGE>

shall  be  issued  by a bank  located  in New  Jersey  and  shall be in form and
substance,  satisfactory  to  Landlord,  and  shall  provide,  inter  alia,  the
following:

                           (i)      It shall be renewed in the agreed upon
amount,  not less than thirty (30) days prior to its expiration,  failing which,
Landlord  may  draw  upon  the  Letter  of  Credit  and  place  the  cash  in an
interest-bearing account or accounts as set forth in subparagraph 40(c) above;

                           (ii)     Landlord shall have the right to draw upon
all or any  part(s) of the  Letter of  Credit,  immediately  upon  delivering  a
certification to the issuing bank setting forth that it is entitled to draw upon
the Letter of Credit  pursuant to the provisions of this lease and setting forth
the amount of the money  sought to be  received,  which  Letter of Credit may be
drawn upon, to the extent necessary, to satisfy said request in full;

                  (h) Landlord shall retain the proceeds of the Letter of Credit
received  pursuant to subparagraph  40(h)(iii) in accordance with the provisions
hereof and shall return such  proceeds to Tenant upon receipt of a new Letter of
Credit in compliance herewith.

                  (i)  Notwithstanding  anything  contained in this lease to the
contrary,  and provided  Tenant is not in default of the terms or  provisions of
this lease beyond any applicable  notice or grace period,  Landlord  agrees that
Tenant shall be entitled to occupy the Premises  free of any  obligation  to pay
the  Monthly  Fixed  Rent for that  period of time at the end of the Term as the
same may have been extended, proportionate to the Security Deposit then required
to be deposited  with Landlord  pursuant to this Paragraph 40 and any additional
security  deposited  pursuant to  subparagraph  15(f)(iv),  provided that Tenant
shall post with Landlord's attorney,  as the escrow agent, pursuant to an escrow
agreement agreed upon by Landlord, Tenant and the escrow agent, on or before the
time such  Monthly  Fixed Rent would  otherwise  be due, an amount  equal to the
Monthly Fixed Rent as replacement  security for the faithful  performance of the
terms and conditions of this lease by Tenant,  which replacement  security shall
be held in escrow by said  attorney to insure  compliance by Landlord and Tenant
with the provisions of this lease.  For example,  in the event there has been an
assignment of this lease pursuant to  subparagraph  15(f)(iv),  and the assignee
has provided Landlord with additional  security which when added to the Security
required  in this  Paragraph  40 shall equal two (2) years'  Annual  Fixed Rent,
Tenant shall not be obligated to pay the Monthly Fixed Rent for the last two (2)
years of the Term of this lease,  as the same may have been  extended,  provided
Tenant deposits with Landlord's  attorney as same becomes due and payable, a sum
equal to the Monthly  Fixed Rent for each month during such two (2) year period.
In the event the Security  held by Landlord  pursuant to the  provisions of this
Paragraph 40 and any  additional  security  deposited  pursuant to  subparagraph
15(f)(iv) is in the form of a Letter of Credit,  Landlord agrees to deliver same
in escrow to Landlord's  attorney at such time as such  Security and  additional
security  shall  equal the Monthly  Fixed Rent  required to be paid by Tenant to
Landlord for the balance of the Term of this lease,  and Tenant shall thereafter
continue to pay Landlord the Monthly Fixed Rent required to be paid by Tenant as
and when such  Monthly  Fixed Rent  becomes  due and  payable to  Landlord.  The
aforesaid  escrow  agreement  shall provide,  inter alia, for the release of the
replacement  security by the escrow agent  (whether in cash,  or by drawing upon
the Letter of Credit and delivering the proceeds therefrom) to Landlord upon the
same terms and  conditions  as the Security  would  otherwise be permitted to be
used, applied or retained by Landlord in accordance with this Paragraph 40.

                  (j) To the extent the Security or any portion thereof shall be
in the form of cash,  and Tenant  desires,  any time during the Term hereof,  to


                                       41
<PAGE>

provide a Letter  of Credit in  substitution  for such  cash,  Tenant  agrees to
provide  Landlord  with at  least  (30)  days'  prior  notice  of such  proposed
substitution,  and Landlord,  upon receipt of said Letter of Credit shall return
said cash to Tenant.

         41.      Option to Purchase.

                  (a)  Provided  Tenant  shall not have  received  any notice of
default under the terms or  provisions of this lease,  which shall not have been
cured as  permitted  hereunder,  at the time it shall  exercise  its  option  to
purchase or at any time thereafter, Tenant shall have the option to purchase the
Premises  after the expiration of the fifth (5th) Lease Year, or at such earlier
time  concurrent  with the exercise of the option to purchase by Tenant pursuant
to Lease I, subject to the terms,  conditions  and  provisions set forth in this
Paragraph 41.

                  (b) It is  acknowledged  that  Tenant  has the  right to lease
Additional  Lands pursuant to Paragraph 49 hereof and to cause the  construction
of the  Additional  Building  pursuant to Paragraph  50 hereof.  If Tenant shall
lease the  Additional  Lands,  then the  option  to  purchase  pursuant  to this
Paragraph 41 shall apply to the Premises, together with the Additional Lands and
the Additional  Building,  if constructed on the Lands.  If Tenant shall fail to
lease the Additional  Lands, then Tenant's option to purchase the Premises shall
not include the Additional Lands.

                  (c)  Tenant  shall  notify the  Landlord  of its  election  to
purchase the  Premises  not less than nine (9) months  prior to the  anticipated
Closing Date.

                  (d) The initial Purchase Price for the Premises (excluding the
Additional  Lands)  through the  expiration  of the fifth Lease Year shall be an
amount equal to the aggregate Annual Fixed Rent of the Premises, divided by nine
hundred  seventy-five  ten  thousandths  (.0975),  plus an  amount  equal to the
brokerage  commission  which  shall be due and  payable in  connection  with the
purchase and sale ("Base Purchase  Price").  For the purposes of determining the
Purchase Price  pursuant to this  subparagraph  (d), the aggregate  Annual Fixed
Rent shall be reduced by $.15 per square foot of the Building.

                  (e) If the purchase shall include the Additional  Lands in its
present as-is condition,  the Base Purchase Price shall be increased at the rate
of One Hundred  Twelve  Thousand Six Hundred  ($112,600.00)  Dollars per acre of
Additional Lands,  plus an amount equal to the brokerage  commission which shall
be due and payable in connection  with the purchase and sale of such  Additional
Lands.

                  (f) If the  Additional  Lands  shall have been  improved  as a
parking facility in accordance with the provisions of Paragraph 49 hereof,  then
in addition to the increase in the Base Purchase Price pursuant to  subparagraph
(e) above,  the Base Purchase Price shall be increased by an amount equal to the
Annual Fixed Rent to be paid for the improved Additional Lands,  pursuant to the
provisions  of  subparagraph  49(k)  hereof,  whether or not  Tenant  shall have
exercised its option to lease and/or use the improved Additional Lands,  divided
by nine hundred  seventy-five ten thousandths  (.0975),  plus an amount equal to
the brokerage  commission  which shall be due and payable in connection with the
purchase  and  sale  of  such  Additional   Lands.  For  the  purposes  of  this
subparagraph  41(f),  in  determining  the Annual  Fixed Rent to be paid for the
improved Additional Lands, there shall be excluded therefrom,  the amount of One
Hundred Four Thousand  ($104,000.00)  Dollars on account of the Additional Lands
Fixed Rent.

                  (g)  Commencing  in the sixth Lease Year,  the Purchase  Price
shall be increased  during any Lease Year in which  closing of title shall occur


                                       42
<PAGE>

over the Base Purchase Price, by a percentage  equal to the percentage  increase
in the Index (as  hereinafter  defined)  between the Index for the tenth  (10th)
month of the fifth (5th) Lease Year and the published Index for the second month
prior to the month in which the closing shall occur, provided,  however, that in
no event shall the Purchase Price be less than the Base Purchase Price.

                  (h) If Landlord shall have constructed an Additional  Building
on the Lands  pursuant  to the  provisions  of  Paragraph  50  hereof,  then the
Purchase  Price  shall be  increased  by an  amount  equal to the  lesser of (a)
eighty-five and 00/00 ($85.00) Dollars multiplied by the gross square footage of
the Additional Building, determined by outside measurements, plus the demolition
costs  referred to in Paragraph 50,  increased but not decreased by a percentage
equal to the  percentage  of  increase  determined  by the  lesser  of:  (i) the
percentage  of increase in the Index,  as  hereinafter  defined in  subparagraph
41(i),  between the date hereof and the Index for the second  month prior to the
month in which the closing  shall occur;  or (ii) the  percentage of increase in
the McGraw  Hill's  Engineering  Record Cost of  Construction  Index for the New
York/New Jersey area ("Construction Index") or comparable  Construction Index if
said Construction Index is no longer published,  between the date hereof and the
Construction  Index for the second month prior to the month in which the closing
shall occur; or (b) the cost of constructing the Additional Building,  if Tenant
shall elect to have the bid process employed as in Paragraph 50 provided.

                  (i) The term Index  shall mean the  Consumer  Price  Index for
Urban Wage Earners and Clerical Workers, All-Cities, All Items revised 1982-1984
equal 100, published by the Bureau of Labor Statistics, U.S. Department of Labor
(herein referred to as the "Index").  If the Index (or a successor or substitute
index)  becomes  unavailable,  a  reliable  governmental  or  other  nonpartisan
publication evaluating the information theretofore used in determining the Index
shall be used in lieu of such Index.

                  (j) The closing of title to Tenant  pursuant hereto shall take
place on the Closing Date  specified at 10:00 a.m. at the offices of  Landlord's
attorneys  or at such other  time,  date and place as the parties  mutually  may
agree upon, or at such other place as Tenant's lender reasonably may designate.

                  (k) At the closing,  Tenant shall pay over the Purchase  Price
in full and  Landlord  shall  convey  title  in  accordance  with the  following
provisions:

                           (i)     Landlord, at its sole cost and expense, shall
proceed  and exert  reasonable  efforts to cause the  Premises,  and  thereafter
Additional Lands and Additional Building, if applicable, to be resubdivided,  if
necessary,  so as to  constitute  a separate  lot and  closing of title shall be
subject to Landlord obtaining final,  unappealable approval of such subdivision,
if  applicable.  If Landlord  shall not be able to obtain  resubdivision  and if
Tenant shall have exercised its option to purchase hereunder,  then Landlord, at
its sole cost and  expense,  shall cause a ground  lease,  condominium  or other
mutually  acceptable  method to be  employed  so as to  enable  Tenant to obtain
substantially the same interest in the Building, Additional Lands and Additional
Building, if applicable, in accordance with the provisions hereof.

                           (ii)  Said Premises, Additional Lands and
Additional Building, if applicable, shall be sold and conveyed subject to zoning
regulations,  ordinances,  taxes, assessments,  all easements,  restrictions and
rights of way presently existing,  such additional  easements,  restrictions and
rights  of way  as  shall  be  permitted  hereunder  and  such  other  liens  or
encumbrances  as Tenant may have  placed,  permitted,  agreed or consented to be


                                       43
<PAGE>

placed against the Premises and/or Additional Lands and Additional Building,  if
applicable;

                           (iii) Landlord shall deliver a deed, affidavit of
title and FIRPTA  affidavit  in usual  form.  The deed shall be bargain and sale
with  covenants   against   Grantors'  acts  and  shall  be  duly  executed  and
acknowledged  so as to convey to Tenant  fee  simple  title to the  Premises  in
accordance with the provisions hereof;

                           (iv) Landlord shall have the right to utilize the
proceeds of sale to discharge or secure the release of any lien  encumbering the
Premises and/or Additional Lands and Additional Building, if applicable,  and to
which the title is not to be subject;

                           (v)      The Premises and Additional Lands and
Additional Building,  if applicable,  shall be sold "as-is" and the delivery and
acceptance  of the deed of  conveyance  at the time of closing of title shall be
deemed to constitute full compliance by Landlord of all of the terms,  covenants
and  conditions  on its  part  to be  performed  in  connection  with  the  sale
hereunder;

                           (vi) If the Premises and/or Additional Lands and
Additional  Building,  if applicable,  shall be subject to any liens,  including
transfer, inheritance,  estate, franchise, license or other similar taxes, which
Landlord  is  obligated  to  satisfy,  the amount of which has not been  finally
fixed,  the same shall not be deemed an  objection to title,  provided  that the
title  company  at the time of closing  of title,  will issue or bind  itself to
issue its policy which will insure Tenant  against  collection of said liens and
taxes from said Premises and/or  Additional  Lands and Additional  Building,  if
applicable;

                           (vii) The Rental payments to be made hereunder,
including Rental on account of the Additional Lands and Additional Building, and
all other usual  adjustments  shall be adjusted as of the Closing Date, it being
agreed that Tenant shall not be entitled to a credit  against the Purchase Price
on  account  of any  payments  of  Rental,  except  as it  relates  to a  period
subsequent to closing,  or on account or any payments for Taxes and/or insurance
premiums;

                           (viii)  Tenant, subject to and in accordance with
Paragraph  47 of this lease,  shall  comply with ISRA.  Following  closing,  the
provisions  of Paragraph 47 of this lease shall remain in full force and effect,
including any environmental  claim relating to the Premises and Additional Lands
and Additional Building, if applicable;

                           (ix) In the event that the Closing Date
established  pursuant hereto shall fall on a Saturday,  Sunday or legal holiday,
then it is  agreed  that the  Closing  Date  shall  be the  first  business  day
thereafter;

                           (x)      In the event that Tenant shall fail to close
title in accordance  with the  provisions  hereof  following its exercise of its
option to purchase, then and in such event, said right shall cease and terminate
immediately and be of no further force and effect;

                           (xi) Tenant shall have the right to assume or
take subject to any mortgage then encumbering the Premises,  subject only to and
in accordance with, the applicable provisions, if any, of the mortgage, provided
that the outstanding principal balance of the mortgage shall not exceed the then
Purchase Price, and provided further that Landlord,  its constituent members and
all guarantors  shall be relieved and released from all obligations  thereunder.
Tenant  shall  pay  any and  all  assumption  fees  and  charges  or any and all
prepayment penalties,  fees and charges, if any, if Tenant does not take subject


                                       44
<PAGE>

to or assume the mortgage, provided, however, that said prepayment penalties, or
prepayment fees and charges that Tenant shall be obliged to pay shall not exceed
those set forth on Exhibit H, and any such excess shall be a credit  against the
Purchase Price, or, in the alternative,  at Tenant's election, paid by Landlord;
and

                           (xii) The Ground Lessor shall execute this lease
to indicate its consent to and  agreement to be bound by the  provisions of this
Paragraph 41.

         42.      Real Estate Broker.

                  (a)  Landlord  and Tenant each  represent to the other that it
has not dealt  with any real  estate  broker  in  connection  with  this  lease,
including  the  option  by  Tenant  to  purchase  the  Premises  as set forth in
Paragraph  41, other than Broker to whom a commission  shall be paid by Landlord
pursuant to a separate  agreement with Broker which  incorporates any commission
payable to Broker by Landlord with respect to Tenant's exercise of the option to
purchase  as set forth in  Paragraph  41.  Each party  agrees that if any claims
should  be made for  commissions  by any  other  broker by reason of any acts or
conduct of such party or its representatives, such party will indemnify and save
harmless the other party from any and all claims, demands, losses,  liabilities,
judgments,  costs,  expenses,  attorneys' fees or other damages  resulting from,
arising out of, or in connection with any such claim,  relating to this lease or
the transaction contemplated hereunder.  Such indemnification shall include, but
shall not be limited to, all commission claims, as well as all reasonable costs,
expenses,  legal fees and expert  fees  incurred in  defending  any claim of any
third  party  and in  enforcing  the  provisions  of this  Paragraph  42.  If by
settlement  or  otherwise,  any monies or other  consideration  is awarded to or
turned  over to any  third  party  as a result  of such  commission  claim,  the
indemnifying party shall be solely responsible therefor.

                  (b) In the  event of a  transfer  of the  Premises  to a third
party,  whether  by  sale,  foreclosure  or  deed in  lieu  of  foreclosure,  or
otherwise,  and such third party fails to make any commission  payment to Broker
within five (5) days following receipt of notice of non-payment, pursuant to the
commission  agreement  entered into between  Broker and Landlord,  Tenant,  upon
notice from Broker (with a copy to the new owner) of the new owner's  failure to
make such payment and setting forth the amount of annual commission then due and
payable to Broker, hereby is authorized and directed by Landlord to make monthly
payments  of Fixed  Rent  directly  to Broker (at the  address  set forth in the
notice),  until the  commission  then due and  payable  shall  have  been  paid.
Landlord and Tenant agree that the payment of the brokerage commission by Tenant
to Broker  pursuant  to this  subparagraph  (b)  shall be in lieu of Fixed  Rent
payments  required  pursuant  to this lease and  Tenant  shall not be in default
pursuant to this lease by virtue of said payment to Broker.

         43. Future Easements.  Tenant understands that the Premises are part of
a larger  tract of land  presently  owned by  Ground  Lessor  and  developed  or
hereafter to be developed by Landlord, known as Port Carteret,  (herein referred
to as the "Industrial Park"). In connection therewith, Tenant hereby consents to
the granting by Landlord of easements (at any time) over the Premises to various
utility companies and municipalities,  provided that said easements (except with
respect to those exclusively  serving the Building and/or  Additional  Building)
shall lie in the set back areas  (i.e.,  those  areas  provided  by the  current
zoning  ordinance in which  structures  are  precluded)  within the Premises and
shall be  relocatable at no expense to Tenant should Tenant seek to improve said
area and be  impeded  as a  result  of such  easement.  Tenant  consents  to the
continuation  or extension of Port Carteret Drive as a public road. In addition,
Landlord  reserves  to  itself,  Ground  Lessor and their  licensees,  invitees,


                                       45
<PAGE>

contractors  and  employees,  the right of ingress and egress over a twenty-five
(25) foot area on a portion of the  Additional  Lands  adjacent to the  existing
pier,  as shown on  Exhibit  C hereof,  for the  purposes  of use,  maintenance,
repair, replacement, rebuilding, demolition and otherwise dealing with the pier.
Tenant  consents to any future  dedication  of any of the  roadways or driveways
abutting the Premises as public roadways.

         44. Adjacent  Excavation and Shoring.  In the event that any excavation
shall be made upon land adjacent to the  Building,  or shall be authorized to be
made,  whether or not same shall be on lands owned or  controlled  by  Landlord,
then and in any of such events, Tenant agrees to permit the person(s) causing or
authorized  to cause such  excavation,  the right to enter upon the Premises for
the purposes of doing such work as shall be necessary to preserve and/or protect
all or any portion of the  Building  and all persons in and around the  Building
from injury or damage and/or to support the Building. Landlord agrees to use its
best efforts to cause the least reasonably  possible  interference with Tenant's
use of the Premises,  and shall employ labor on weekends or on an overtime basis
to  avoid or  reduce  any  unreasonable  interference.  Except  as  provided  in
Paragraph  50,  Tenant  hereby  waives  any and all rights to make any claim for
damages,  indemnity,  cost and/or other expense against Landlord, or to make any
claim for a diminution or abatement of Rental.

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

         46. Representations. Tenant represents that it is a corporation in good
standing  of the  State of New  Jersey,  that  there are no  judgments  or suits
pending against it other than in the ordinary course of business, that it is not
delinquent  in the payment of taxes,  that the persons  executing  this lease on
behalf of Tenant are empowered  and  authorized to enter into this lease for and
on behalf of Tenant.  Each party  agrees to deliver to the other  simultaneously
with the  execution  hereof,  a certified  copy of a resolution  of its Board of
Directors or certification authorizing the execution of this lease.

         47.      Environmental Provisions.

                  (a) For  purposes  of this  lease,  the  following  additional
definitions shall apply:

                           (i)      "Hazardous Substances" shall include any
pollutants,   petroleum  products,   dangerous  substances,   toxic  substances,
hazardous  wastes,  hazardous  materials,  or hazardous  substances as regulated
under,  defined,  listed or  included  in or  pursuant  to the  Industrial  Site
Recovery Act, N.J.S.A.  13:1K-6,  et seq., and all rules,  regulations,  orders,
directives and opinions promulgated  thereunder ("ISRA"); the Spill Compensation
and Control Act, N.J.S.A. 58:10-23.11 et seq. and all rules, regulations, orders
directives,  and opinions promulgated  thereunder ("Spill Act"); the Solid Waste
Management Act, N.J.S.A. 13:1E-1 et seq.; the Resource Conservation and Recovery
Act, 42 U.S.C. ss. 6901 et seq.; the Comprehensive Environmental
Response  Compensation  and Liability  Act, 42 U.S.C.  ss.9601 et seq.,  and all
rules,  regulations,  orders,  directives  and opinions  promulgated  thereunder
("CERCLA");  or any other Federal, State or Local environmental law or ordinance
and all rules,  regulations,  orders,  directives and opinions promulgated under
the foregoing (collectively "Environmental Laws").

                                       46
<PAGE>

                           (ii)    "Release" means releasing, spilling, leaking,
pumping,  pouring,  emitting,  emptying,   discharging,   injecting,   escaping,
leaching, disposing or dumping.

                           (iii) "Notice" means any summons, citation,
directive, order, claim, litigation, investigation, proceeding, judgment, letter
or other  communication,  written or oral,  actual or  threatened,  from the New
Jersey  Department  of  Environmental  Protection  ("DEP"),  the  United  States
Environmental  Protection  Agency  ("EPA"),  any other  Federal,  State or Local
agency or authority or any other entity or any individual, concerning any act or
omission resulting in or which may result in the Release of Hazardous Substances
into the  waters  or onto the lands of the  State of New  Jersey or into  waters
outside the jurisdiction of the State of New Jersey or into the "environment" as
such term is defined in CERCLA.  "Notice"  shall  include the  imposition of any
liens on any real or personal property or revenues of Tenant including,  but not
limited to,  Tenant's  interest  in the  Premises,  or any of Tenant's  property
located   thereon,   pursuant  to  or  resulting  from  the  violation  of,  any
Environmental Law, or any other governmental actions,  orders or permits, or any
knowledge after due inquiry and investigation of any facts which could give rise
to any of the above.

                  (b) To the extent  that  Tenant may be  permitted  pursuant to
this  lease  or by  applicable  law to use  the  Premises  for  the  generating,
manufacturing,  refining, transporting,  treating, storing, handling, disposing,
transferring  or  processing of Hazardous  Substances  on site,  above ground or
below ground (all herein referred to as the "Presence of Hazardous Substances"),
Tenant shall  ensure that said use shall be  conducted at all times  strictly in
accordance with applicable  Environmental Law. Tenant shall not cause nor permit
as a result of any intentional or  unintentional  act or omission,  a Release of
Hazardous  Substances.  If any  intentional  or  unintentional  act or  omission
results  in any  actual or  alleged  Release  of  Hazardous  Substances,  Tenant
promptly shall conduct necessary sampling and cleanup and remediate such Release
in accordance with applicable Environmental Laws.

                  (c)  Simultaneously  herewith,  within  twenty (20) days after
written request by Landlord,  and on each anniversary of the  Commencement  Date
hereof,  Tenant  shall  deliver to  Landlord a duly  executed  and  acknowledged
affidavit of Tenant's chief executive officer certifying:

                           (i)      The proper SIC number relating to Tenant's
then current business and use(s) of the Premises; and

                           (ii)     That, except in the ordinary course of its
business,  Tenant's  then current  use(s) of the  Premises  does not involve the
"Presence of Hazardous Substances"; or

                           (iii)  That, except in the ordinary course of its
business, Tenant's then current use(s) of the Premises does involve the Presence
of Hazardous  Substances.  If Tenant's use in other than the ordinary  course of
its business does involve the Presence of Hazardous  Substances,  said affidavit
shall describe in reasonable  detail that portion of Tenant's  operations  which
involve the  Presence of Hazardous  Substances.  Said  description,  inter alia,
shall identify each  Hazardous  Substance and describe the manner in which it is
generated, handled,  manufactured,  refined, transported,  treated, disposed of,
and/or stored.  Tenant shall supply  Landlord with such  additional  information
relating to said  Presence of Hazardous  Substances as Landlord  reasonably  may
request; and

                           (iv)     If not in the ordinary course of business, a
detailed statement of all processes,  functions, procedures and other methods of
operation used at the Premises and a description of all materials  stored at the


                                       47
<PAGE>

Premises except those materials stored and distributed in the ordinary course of
Tenant's business.

                  (d)  Landlord   represents   that   presently   there  are  no
underground  petroleum storage tanks at the Premises,  either for the storage of
heating  oil or motor  fuel.  Neither  party shall have the right to install any
tank(s)  and/or  under the  Premises  without the prior  written  consent of the
other, except that Tenant shall have the right to install  above-ground tanks on
the Premises subject to Landlord's  prior written  consent,  which consent shall
not be unreasonably withheld, conditioned or delayed.

                  (e) Tenant  acknowledges that the Premises is part of a larger
parcel that is the subject of an Administrative  Consent Order dated January 22,
1988 (and  amended on April 24, 1992 and  January  28,  1993) (the "ACO") by and
between  Amax,  Inc.  ("Amax")  and the DEP;  that Amax has  conducted  and will
continue to conduct  investigation  and cleanup pursuant to the ACO with respect
to Hazardous  Substances that were released at the Premises prior to the term of
the Lease ("Prior  Releases");  that the DEP has approved a Remedial Action Plan
("RAP")  pursuant  to the ACO under  which Amax is  proceeding  to,  among other
things,  (i) conduct a surficial site cleanup and building  decontamination  and
demolition,  (ii) construct a cap over the property,  including the Land, and to
redevelop the property with buildings and other impermeable surfaces,  and (iii)
conduct groundwater monitoring (collectively, the "Remedial Actions"); that Amax
may be required to employ and install Engineering  Controls and/or Institutional
Controls (as such terms are defined under  N.J.S.A.  58:10B-1 at the Premises in
connection with the  implementation of the Remedial  Actions;  and that Amax has
recorded a Declaration of Environmental Restriction (a copy of which is attached
hereto as Exhibit  "G"  hereof)  ("DER") and may be required to amend the DER or
record a new DER or a  restatement  thereof  restricting  the  future use of the
property,  including  the  Premises,  or  any  portion  thereof  (including  the
Additional Lands) to non-residential purposes or placing of record the existence
of Hazardous Substances in the surface or subsurface soil or groundwater on, at,
under or emanating from the property,  including the Premises,  or the existence
of an Institutional Control,  Engineering Control or other non-permanent remedy,
or in order to establish any  Classification  Exception Area with respect to the
groundwater emanating from the property,  with respect to the Prior Releases. In
the event that,  after the date hereof Landlord intends to employ or install any
Engineering  Controls  or  Institutional  Controls  at the  Premises  which will
adversely affect Tenant's operations of a cold storage warehouse at the Premises
or Tenant's access to the Premises to conduct such operations, Landlord shall be
required to obtain  Tenant's prior consent  thereto,  which consent shall not be
unreasonably  withheld,  conditioned or delayed.  Tenant shall use and/or permit
the use of the Premises solely for  non-residential  purposes.  Tenant shall not
make any  exterior  alterations,  additions or  improvements,  nor engage in any
construction  or excavation  activities on the Premises,  that are  inconsistent
with any Remedial  Action  implemented  at the Premises by Ground  Lessor and/or
Landlord   pursuant  to  the  ACO,   including  any   Engineering   Controls  or
Institutional Controls imposed on the Premises,  unless Tenant complies with all
requirements of the DEP for additional  Remedial  Actions,  including cleanup of
soils and groundwater, in connection with such use or construction or excavation
activity and pays all incremental costs associated with such additional Remedial
Action;  provided,   however,  that  Ground  Lessor  and/or  Landlord  shall  be
responsible  for compliance with the  requirements of DEP (including  cleanup of
soils  and  groundwater)  in  connection  with any  construction  or  excavation
activity  related to the  construction of the parking  facilities as provided in
Paragraph 49 and/or the  Additional  Building as provided in Paragraph 50 in the
event that such options are exercised  within six (6) years of the  Commencement


                                       48
<PAGE>

Date. Except as otherwise provided herein, Ground Lessor and Landlord, and their
respective successors and assigns, shall indemnify and hold Tenant harmless from
and against all obligations,  liabilities,  damages,  costs,  fines,  penalties,
losses and  expenses  under,  in  connection  with,  arising from or relating to
Landlord's  failure to comply with ISRA as set forth  herein,  or as a result of
claims  arising out of or related to the Prior  Releases  or other  pre-existing
Hazardous Substance condition or off-site subsurface or surface migration on the
Premises  including,  without  limitation,  any attorneys' fees,  expert fees or
other costs of defense  incurred in response  thereto.  In  connection  with any
claim made by Tenant against Landlord or Ground Lessor hereunder,  Tenant agrees
to credit  Landlord  and/or  Ground  Lessor  with the  amount  of all  insurance
proceeds  received by Tenant in  connection  with such claim caused by or due to
damage  caused by off-site  Hazardous  Substances  not caused by Landlord or the
Ground Lessor which migrate  either on or beneath the surface onto the Premises.
Neither Ground Lessor nor Landlord shall  indemnify or hold Tenant harmless from
any damages or claims to the extent such damages or claims  arise from  Tenant's
activities,  conduct or actions, including any construction or excavation at, on
or under the Premises. In exchange for this indemnity, Tenant hereby agrees that
neither Tenant nor its  employees,  agents,  successors,  assigns or contractors
will engage in any construction or excavation activity on the Premises which may
disturb the Building  foundations,  subsurface soils or any Engineering Controls
at the Premises without the prior written consent of Landlord,  Ground Lessor or
their respective successors or assigns,  which consent shall not be unreasonably
withheld,  conditioned  or delayed.  Upon the request of Tenant,  Landlord shall
provide  Tenant with copies of any  submissions by Ground Lessor or Landlord to,
or responses from, DEP in connection  with the ACO and Landlord's  and/or Ground
Lessor's  Remedial  Actions to the extent  relating to the  Premises  and/or the
Additional Lands.

                  (f) Tenant, at its sole cost and expense, promptly shall apply
for ISRA approval  prior to the  occurrence of any event that would trigger ISRA
applicability  (specifically including Tenant's acquisition of the Property, the
termination  of the lease or Tenant's  cessation of operations at the Premises),
and pursue the matter to obtain an approved negative  declaration or an approved
remedial  action  work plan  completion,  it being  acknowledged  that  Tenant's
contemplated  use presently  does not trigger ISRA  applicability.  In the event
that the occurrence is the transfer of title or other action by Landlord, and/or
Ground  Lessor,  other than the sale of the Premises to Tenant,  Landlord  shall
give timely notice to Tenant of said contemplated  transfer so as to give Tenant
adequate time to meet its obligations hereunder.  Notwithstanding the foregoing,
subject to Tenant's  obligations  pursuant to subparagraph  (g) below,  Landlord
shall be responsible for ISRA  submissions  including the costs thereof,  in the
event that the  actions or conduct of  Landlord  or any  pre-existing  Hazardous
Substance  condition  or  off-site  surface  or  subsurface  migration  onto the
Premises (other than those initial submissions and those subsequent  submissions
related to  Tenant's  operations,  required in  connection  with the sale of the
Premises to  Tenant):  (i) causes the  Premises  to be subject to ISRA;  or (ii)
triggers the applicability of ISRA; or (iii) requires any environmental response
or remediation; provided however, that Tenant shall cooperate in the preparation
of the  required  submissions  pursuant to ISRA.  Landlord  represents  that the
Premises presently are included within the ACO entered into by Ground Lessor and
DEP and that the use of the  Premises  as of the date  immediately  prior to the
Commencement Date shall not be subject otherwise to ISRA.

                  (g) Should DEP  determine  that  pursuant to ISRA,  a remedial
action workplan be prepared and a cleanup be undertaken  because of a Release of
a Hazardous  Substance at the  Premises  which  occurred  during the Term of the
lease, for which Tenant is responsible pursuant to this Paragraph 47, Tenant, at


                                       49
<PAGE>

its sole cost and expense,  promptly  shall prepare and submit the required plan
and financial  assurances and promptly shall carry out the approved plan. Should
Tenant's  operations at the Premises be outside of those  industrial  operations
covered by ISRA,  Tenant, at its own cost and expense,  shall obtain a Letter of
Nonapplicability or de minimis quantity exemption from DEP prior to its purchase
of the Premises and/or termination of the Term and Tenant, at Landlord's option,
shall have a consultant satisfactory to Landlord prepare an environmental report
and/or undertake sampling at the Premises sufficient to determine whether or not
Tenant's  operations  have resulted in a Release of a Hazardous  Substance at or
around the  Premises.  Tenant's  sampling,  at a minimum,  shall  establish  the
integrity  of any  underground  storage  tanks  at the  Premises,  which  may be
installed at the Premises  pursuant to subparagraph  47(d).  Should the sampling
reveal any  Release of a Hazardous  Substance  for which  Tenant is  responsible
pursuant  to this  Paragraph  47,  then  Tenant,  at its sole cost and  expense,
promptly  shall pay the costs of such  consultant  and sampling and clean up the
Premises in accordance with  Environmental  Laws and DEP, unless such Release of
Hazardous Substance was caused by Landlord or Ground Lessor or is the Landlord's
or Ground  Lessor's  obligation to remediate  pursuant to the provisions of this
Paragraph 47. Should the sampling not reveal any Release of Hazardous  Substance
that Tenant is responsible for or that requires  remediation,  then Landlord, at
its sole cost and expense,  promptly shall pay the costs of such  consultant and
sampling.

                  (h) Should the  submission  of a remedial  action  workplan be
required pursuant to ISRA, then  notwithstanding  the minimum financial security
requirements  pursuant to ISRA, Tenant, at its sole cost and expense,  if Tenant
is obligated  pursuant to this  Paragraph 47 to remediate,  shall furnish to DEP
financial  assurance  satisfactory  to DEP in form and  content  to DEP,  in the
amount  of at  least  150%  of  the  highest  cleanup  cost  estimate  obtained,
guaranteeing the performance and completion of Tenant's  obligations pursuant to
ISRA.  The  security  furnished  by Tenant shall be renewed and kept in force by
Tenant, at Tenant's sole cost and expense,  until such time as Tenant shall have
received final approval of the cleanup and a release of the financial assurances
from DEP. Notwithstanding the foregoing,  Tenant shall not be required to comply
with  the  provisions  of  this  subparagraph  if  the  actions  or  conduct  or
responsibilities  under this lease of Landlord or Ground Lessor:  (i) causes the
Premises to be subject to ISRA; and (ii) triggers the  applicability  of ISRA to
the  Premises  (except  for the  sale of the  Premises  to  Tenant  pursuant  to
Paragraph 41 to which ISRA applies as a result of Tenant's operations).

                  (i) Tenant  hereby  assumes and agrees to  indemnify  and hold
harmless   Landlord  and  Ground  Lessor  from  and  against  all   obligations,
liabilities,  damages,  costs, fines,  penalties,  losses and expenses under, in
connection with, arising from or relating to, Tenant's  compliance or failure to
comply with ISRA as set forth above,  including  but not limited to,  reasonable
attorney,  consultant and expert fees. Such obligation to comply with ISRA shall
be discharged when DEP issues a  non-applicability  letter,  approves a negative
declaration or has issued written  confirmation  that a remedial action workplan
has been implemented and completed to the satisfaction of the DEP.

                  (j) In the event Tenant is  responsible  for  compliance  with
ISRA or to obtain a  non-applicability  letter as set forth in this Paragraph 47
and Tenant is unable to obtain  either (a) a  non-applicability  letter;  (b) an
approval of a negative  declaration;  or (c) an  approval  of a remedial  action
workplan, prior to the occurrence of the event triggering applicability of ISRA,
then Tenant,  at its sole cost and  expense,  shall do  everything  necessary in
order to obtain  agreement  with DEP  authorizing  the  occurrence  of the event
triggering ISRA and obligating  Tenant to comply,  at its sole cost and expense,


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<PAGE>

with all  requirements of ISRA on terms and conditions  satisfactory to Landlord
and without  imposing any  restrictions  or  prohibitions  against the Premises.
Notwithstanding  the foregoing,  Tenant shall not be required to comply with the
foregoing  provisions  of  this  subparagraph  if  the  actions  or  conduct  or
responsibilities  under this lease of Landlord or Ground  Lessor:  (i) cause the
Premises to be subject to ISRA;  and (ii) trigger the  applicability  of ISRA to
the  Premises  (except  for the  sale of the  Premises  to  Tenant  pursuant  to
Paragraph 41 to which ISRA applies as a result of Tenant's operations). Upon the
request  of  Landlord,   Tenant  shall  provide  Landlord  with  copies  of  all
submissions by Tenant to or responses  from, DEP relating to the Premises and/or
the Additional Lands.

                  (k) Without  limiting any other  provisions of this  Paragraph
47, Tenant, at its sole cost and expense, shall observe,  comply and fulfill all
of the terms and  provisions of all applicable  Environmental  Laws, as the same
may be amended from time to time, as they relate to the Premises during the term
of this  lease or to  Tenant's  use or  occupancy  of,  or  operations  at,  the
Premises, but subject to the provisions of subparagraph (r) hereof.
         Without limiting the generality of the foregoing, Tenant agrees:

                           (i)  That it shall not do or omit to do nor suffer
the  commission  or omission of any act, the  commission or omission of which is
prohibited  by or which is in  violation  of any  Environmental  Law,  including
without limitation, the Release of Hazardous Substances; and

                           (ii)  Whenever the provision of any Environmental
Law requires the "owner or operator" to do any act,  Tenant on behalf of Tenant,
Landlord and/or Ground Lessor, as the case may be, subject to the obligations of
Landlord  pursuant to the  provisions of this Paragraph 47, shall do such act at
its sole cost and  expense,  including  the  making of all  submissions  and the
providing of all information,  it being the intention of the parties hereto that
Landlord  shall  be free of all  expenses  and  obligations  arising  from or in
connection with compliance with Environmental Laws, and the Tenant shall fulfill
all such obligations and pay all such expenses,  except as shall result from the
acts or  omissions  of  Landlord  and/or  Ground  Lessor or the  breach of their
obligations pursuant to the provisions of this Paragraph 47.

                  (l) In the  event  there  shall  be filed a lien  against  the
Premises  arising out of claim(s) by DEP pursuant to the provisions of the Spill
Act or by EPA pursuant to the  provisions  of CERCLA as a result of a Release of
Hazardous  Substances  which  Tenant is  obligated  to  remediate,  Tenant shall
immediately either: (i) pay the claim and remove the lien from the Premises;  or
(ii) furnish a bond,  cash receipt or other  security  satisfactory  to Landlord
sufficient to discharge the claim out of which the lien arises.

                  (m) Tenant  hereby  covenants and agrees to indemnify and hold
Landlord  and Ground  Lessor  harmless  from and  against  any and all losses of
whatever nature, including lost rentals, claims, costs, fines, penalties, losses
and expenses, including but not limited to, reasonable attorney,  consultant and
expert  fees that  Landlord  and/or  Ground  Lessor  may  sustain as a result of
Tenant's  non-compliance  or  failure  to  comply in a timely  fashion  with the
provisions of this Paragraph 47 or any Environmental Law applicable  pursuant to
this lease to Tenant or caused by Tenant's Release of Hazardous Substances at or
on or adjacent to the Premises.  Landlord and Ground Lessor hereby  covenant and
agree to indemnify and hold Tenant  harmless from and against any and all losses
of whatever  nature,  including  claims,  costs,  fines,  penalties,  losses and


                                       51
<PAGE>

expenses,  including but not limited to,  reasonable  attorney,  consultant  and
expert fees that Tenant may sustain as a result of Landlord's or Ground Lessor's
non-compliance  or failure to comply in a timely  fashion with the provisions of
this Paragraph 47 applicable pursuant to this lease to Landlord or Ground Lessor
or by Landlord's or Ground Lessor's Release of Hazardous  Substances at or on or
adjacent to the Premises.

                  (n) (i) Tenant and Landlord  promptly  shall provide the other
party with all documentation and correspondence  provided to DEP pursuant to the
Worker and Community Right to Know Act, N.J.S.A. 34:5A-1 et seq., and all rules,
regulations, orders, directives and opinions promulgated thereunder.

                           (ii)     Tenant promptly shall supply Landlord all
reports and notices made by Tenant pursuant to the Hazardous Substance Discharge
Reports and Notices Act, N.J.S.A. 13:1K-15, et seq., and all rules, regulations,
orders, directives and opinions promulgated thereunder.

                           (iii) Tenant promptly shall provide Landlord with
a copy of all permits obtained pursuant to any Environmental Law.

                  (o) Tenant acknowledges that for Landlord and/or Ground Lessor
to comply with the requirements of Environmental  Laws, and/or their obligations
pursuant to this Paragraph 47,  Landlord  and/or Ground Lessor from time to time
may have to enter the  Premises.  Landlord,  Ground  Lessor  and/or their agents
shall  have an  irrevocable  license  and right to enter the  Premises  for such
purposes,  as well as for sampling and removing  soil,  installing and utilizing
test  wells  and/or   monitoring   wells  and  such  other   equipment  for  the
investigation or remediation of groundwater, and undertaking such other Remedial
Actions as may be required by DEP  pursuant  to the ACO or  otherwise.  All such
entry by Landlord,  Ground Lessor  and/or their agents shall be upon  reasonable
notice to Tenant and shall be subject to the  provisions of Paragraph 14 hereof.
Landlord agrees to use reasonable efforts to cause the least reasonably possible
interference with Tenant's use of the Premises.

                  (p) Tenant shall  cooperate  fully in  allowing,  from time to
time,  such  examinations,  tests,  inspections  and reviews of the  Premises as
Landlord  or  Ground  Lessor,  in their  sole  and  absolute  discretion,  shall
determine  to be  advisable  in order to evaluate  any  potential  environmental
problems. Landlord and/or Ground Lessor expressly reserve the right, but without
any obligation,  to conduct examinations,  tests (including but not limited to a
geohydrological  survey  of soil and  subsurface  conditions),  inspections  and
reviews of the  Premises as Landlord  and/or  Ground  Lessor,  in their sole and
absolute  discretion,  may  determine to be  necessary.  Landlord  agrees to use
reasonable  efforts to cause the least  reasonably  possible  interference  with
Tenant's use of the Premises.

                  (q)      Landlord, Ground Lessor and Tenant agree to
cooperate with each other to provide any  information  necessary to the other in
order to effect compliance with any Environmental Law.

                  (r) Notwithstanding anything to the contrary contained in this
lease,  Tenant shall not be  responsible  for performing  any  investigation  or
remediation or taking any other action under any Environmental Law in connection
with any spill or Release of Hazardous  Substances  (i) which  occurred prior to
the  Commencement  Date of this lease,  which  originated  off the  Premises and
thereafter  migrated on to the  Premises,  which was caused by  Landlord  and/or
Ground Lessor,  or for which Landlord and/or Ground Lessor are obligated to cure
pursuant  hereto  (including  any such spill or Release  that  Ground  Lessor is
obligated  to remediate  under the ACO),  nor shall  Tenant be  responsible  for
performing any  investigation or remediation or taking any other action required


                                       52
<PAGE>

under  any  Environmental  Law  with  respect  to any  subsurface  environmental
condition,  except to the extent  Tenant  shall have caused  such  environmental
condition.

                  (s) In the event Tenant shall fail to comply in full with this
Paragraph,  Landlord and/or Ground Lessor, at their option,  may perform any and
all of Tenant's obligations as aforesaid, and all costs and expenses incurred by
Landlord and/or Ground Lessor, in the exercise of their rights shall be deemed a
claim  against  Tenant as Additional  Rent payable on demand.  In the event that
Landlord  and/or Ground Lessor shall fail to comply in full with this  Paragraph
47, and, as a result thereof:

                           (i)      less than thirty (30%) percent of the square
footage of the  Premises  shall be  rendered  unusable  for the then use of such
portion of the Premises by Tenant,  as shall have been finally  determined  by a
court or governmental  authority  having  jurisdiction  thereover,  Tenant shall
notify  Landlord,  and in the event  Landlord  shall have failed to commence and
prosecute with due diligence the  remediation of such  environmental  conditions
within thirty (30) days from the date of Tenant's notice, then (a) commencing as
of  Tenant's  notice  and  continuing  until  such  environmental  condition  is
remediated,  the  Rental  shall be abated in  proportion  to the  portion of the
Premises rendered  unusable as aforesaid,  and (b) at any time after said thirty
(30) days, Tenant shall have the immediate right to seek damages and to exercise
any  and  all  legal  rights  and  remedies  excluding  the  right  to  claim  a
constructive  and/or  actual  eviction,  cure said  default and  remediate  such
environmental condition, or terminate the lease; or

                           (ii)     thirty (30%) percent or more of the square
footage of the  Premises  shall be  rendered  unusable  for the then use of such
portion of the Premises by Tenant,  as shall have been finally  determined  by a
court or governmental  authority  having  jurisdiction  thereover,  Tenant shall
notify  Landlord,  the Rental shall be abated as set forth  above,  and Landlord
shall then have  fifteen  (15) days from  receipt of  Tenant's  notice to advise
Tenant whether the environmental condition can be cured within three (3) months.
In the event the  environmental  condition can be cured within three (3) months,
Landlord  shall  immediately  commence  and  prosecute  with due  diligence  the
remediation of such environmental  condition.  If Landlord fails to commence and
cure such  environmental  condition  within such three (3) month period,  at any
time thereafter,  but prior to Landlord's  completion of the remediation of such
environmental  condition,  Tenant  shall have the right in addition to all other
rights (except the right to remediate such environmental condition) to terminate
this lease upon notice to Landlord.  In the event  Landlord  advises  Tenant the
environmental  condition  cannot be cured  within  three (3)  months or fails to
respond to Tenant  within said  fifteen  (15) day period,  Tenant shall have the
right to terminate  this lease upon notice to Landlord,  but prior to Landlord's
completion of the remediation of such environmental condition.

                  (t) The  provisions  of this  Paragraph  47 shall  survive the
expiration or earlier termination of this lease (including,  without limitation,
Tenant's  exercise of its purchase option  hereunder),  regardless of the reason
for such  termination.  Compliance  with the provisions of this Paragraph 47 may
require Ground Lessor,  Landlord or Tenant to expend funds or perform acts after
the expiration or termination of this lease. Ground Lessor,  Landlord and Tenant
each  agrees to expend  such  funds  and/or  perform  such acts and shall not be
excused therefrom  notwithstanding  any expiration or termination of this lease,
it being agreed and acknowledged that neither party would have entered into this
lease but for the provisions of this Paragraph 47 and the survival thereof.

                  (u)  During,  at the end of, or after the Term of this  lease,
each  party  agrees to execute  any or all  documents  required  by the other in


                                       53
<PAGE>

connection  with  compliance  with any  Environmental  Law. If any such document
shall be  inaccurate,  such  party  shall  furnish  such  information  as may be
necessary to correct such  inaccuracy  and  thereafter,  forthwith  execute such
document.

                  (v) Landlord and/or Ground Lessor,  at their cost and expense,
shall  install  and  maintain a storm  water  management  system  ("System")  in
compliance with all applicable Environmental Laws, including future upgrades and
testing as required by law.

                  (w) Landlord  and/or  Ground  Lessor shall deliver to Tenant a
written maintenance plan for the storm water management system, which plan shall
include,  but shall not be  limited  to,  the method of  capturing  sediment,  a
maintenance schedule, and the disposal of waste generated from maintenance.

                  (x)      (i)      Landlord and/or Ground Lessor shall have the
sole and exclusive  right to prepare,  propose to the DEP or other  governmental
entity,  negotiate  and  implement  any  assessment,  investigation,   sampling,
monitoring or remediation  plan or other actions  undertaken by Landlord  and/or
Ground  Lessor in  accordance  with this  Paragraph 47, it being agreed that the
scope,  extent and method of any such sampling,  monitoring and  remediation are
matters to be agreed upon by and between  Landlord  and/or Ground Lessor and the
DEP or other  governmental  entity  exercising  jurisdiction  over  the  matter;
provided,  however, if any assessment,  investigation,  sampling,  monitoring or
remediation plan or other actions undertaken by Landlord and/or Ground Lessor at
the Premises which will adversely affect Tenant's  operations at the Premises or
Tenant's  access to the Premises to conduct such  operations,  Landlord shall be
required to obtain  Tenant's prior consent  thereto,  which consent shall not be
unreasonably withheld, conditioned or delayed.

                           (ii)  Tenant shall not interfere with any action
undertaken by Landlord  and/or Ground Lessor in accordance  with this  Paragraph
47,  provided  however,  that Tenant's  compliance  shall not  adversely  affect
Tenant's rights and benefits under this lease. Without limitation,  Tenant shall
not  interfere  with or disturb any  structure,  installation  or equipment  and
associated  infrastructure required as part of any remedial measure installed by
Landlord  and/or  Ground  Lessor until such time as the DEP or other  applicable
governmental  entity  authorizes in writing the removal or  dismantling  of such
structures, installation, equipment or infrastructure.

                           (iii) Landlord and/or Ground Lessor are and shall
continue to be responsible for compliance  with the ACO and Tenant  acknowledges
that Landlord  and/or Ground Lessor has made no  representations  concerning the
length of time or the specific  actions that will be necessary or required after
the  Commencement  Date in  order to  achieve  compliance  with the ACO.  Tenant
understands  that the remediation of the Premises may continue for an indefinite
number of years.

                           (iv) Tenant shall provide Landlord and/or Ground
Lessor with such cooperation (at no expense to Tenant) as Landlord and/or Ground
Lessor shall  reasonably  request in order for Landlord  and/or Ground Lessor to
achieve compliance with the ACO or to implement any action otherwise  undertaken
by Landlord  and/or Ground Lessor in accordance with this Paragraph 47 (provided
however,  that Tenant's  cooperation  shall not adversely affect Tenant's rights
and benefits under this lease), including without limitation, providing Landlord
and/or Ground Lessor upon written  request with copies of any relevant  records,
drawings,  or other information which may be in its possession.  Tenant shall at
the request of Landlord  and/or Ground  Lessor  execute (in  recordable  form if
required) any documents  required to implement any action which Landlord  and/or
Ground  Lessor is entitled to take in  accordance  with the  provisions  of this
Paragraph  47  (provided  however,  that  Tenant's  execution  of same shall not


                                       54
<PAGE>

adversely  affect  Tenant's  rights and benefits  under this  lease),  including
without limitation, permits required for the operation of any remedial system or
any notices or corrective deeds concerning the Premises, restrictions on the use
of  the  Premises  or  the  maintenance  of  structures,   or  Institutional  or
Engineering  Controls  (as such  terms  are  defined  under  N.J.S.A.  58:10B-1)
required  by the DEP in  connection  with the  application  to the  Premises  of
cleanup standards for industrial or non-residential properties.

         48.      Renewal Option.

                  (a) Subject to the  provisions  set forth below,  Tenant shall
have the  option to renew this  lease for two (2)  additional  terms of five (5)
years each (the "Renewal  Terms"),  which Renewal Terms shall  commence upon the
expiration of the original term of this lease (the "Initial Term"),  or upon the
expiration of the prior Renewal Term, whichever shall be applicable.  All of the
terms,  covenants and  conditions of this lease shall govern the Renewal  Terms,
except as  otherwise  specifically  set  forth  hereinafter  or if  inapplicable
thereto.

                  (b) The Fixed Rent during each  Renewal  Term shall be greater
of: (i) Market Rent (as defined in subparagraph  (c)); or (ii) the Fixed Rent as
of the last day of the Initial Term or the prior  Renewal  Term, as the case may
be.

                  (c)  "Market  Rent"  shall mean the fair  market  rent for the
Premises  (inclusive of the  Additional  Lands and/or  Additional  Building,  if
applicable)  for such  Renewal  Term,  determined  as of the date which shall be
eighteen  (18) months prior to the  expiration  of the Initial Term or the prior
Renewal Term, as the case may be (the "Determination Date"), for commencement as
of the  applicable  Renewal Term,  based upon the rents  generally in effect for
comparable  space,  in  comparable  condition and area,  including  space in the
Industrial Park.

                  (d) Landlord  shall notify Tenant  ("Landlord's  Determination
Notice") of Landlord's  determination of the Market Rent within thirty (30) days
following the Notice Date (defined in subparagraph 48(e)(i). If Tenant disagrees
with Landlord's determination, Tenant shall notify Landlord ("Tenant's Notice of
Disagreement")  within thirty (30) days of receipt of  Landlord's  Determination
Notice ("Tenant's Notice Period").  Time shall be of the essence with respect to
Tenant's Notice of  Disagreement,  and the failure of Tenant to give such notice
within the time  period set forth  above  shall be deemed  conclusively  to be a
rejection by Tenant of the Market Rent as determined by Landlord and an election
by Tenant of its right to dispute such Market Rent.  If Tenant  timely gives its
Tenant's Notice of Disagreement, or fails to respond, then the Market Rent shall
be determined as follows:  Landlord and Tenant,  within fifteen (15) days of the
later of (i) the expiration of Tenant's Notice Period, or (ii) the date on which
Tenant's Notice of  Disagreement  was given (provided said notice be given on or
before  the  expiration  of  Tenant's  Notice  Period),  each  shall  appoint an
Appraiser for the purpose of determining  the Market Rent. An "Appraiser"  shall
mean a duly  qualified  real estate  appraiser  who is a member of the  American
Institute  of Real  Estate  Appraisers  and who has at  least  ten  (10)  years'
experience  in  appraising  the rental  value of  properties  comparable  to the
Premises,   including  the  Additional  Lands  and/or  Additional  Building,  if
applicable,  with an office located in or around Middlesex  County. In the event
that the two (2)  Appraisers  so appointed  shall fail to agree as to the Market
Rent  within a period of thirty  (30) days after the  appointment  of the second
Appraiser,  such  two (2)  Appraisers  shall  each  deliver  to  Landlord  their
respective Market Rent determination, and shall appoint a third Appraiser within
fifteen (15) days thereafter. If such two (2) Appraisers fail to agree upon such
third Appraiser, such third Appraiser shall be appointed by the Middlesex County


                                       55
<PAGE>

Assignment Judge of the New Jersey Superior Court within thirty (30) days of the
date  of the  application  to the New  Jersey  Superior  Court.  The  three  (3)
Appraisers  shall proceed with all  reasonable  dispatch to determine the Market
Rent. Within fifteen (15) days following the appointment of the third Appraiser,
the three (3)  Appraisers  shall render their decision of the Market Rent of the
Premises,   including  the  Additional  Lands  and/or  Additional  Building,  if
applicable,  for the applicable  Renewal Term.  The decision of such  Appraisers
shall be final and binding;  such decision  shall be in writing and a copy shall
be delivered  simultaneously  to Landlord and to Tenant.  In the event the three
(3)  Appraisers  fail to render a decision  within such fifteen (15) day period,
Landlord and Tenant agree that the Market Rent shall be the average  Market Rent
as  determined  by the two (2)  Appraisers  initially  selected by Landlord  and
Tenant,  which average Market Rent determination shall be final and binding upon
Landlord and Tenant upon delivery of such average Market Rent  determination  by
either party to the other.  Tenant  thereafter shall have until the later of (i)
twelve (12) months prior to the  termination  of the then Term,  or (ii) fifteen
(15) days after the receipt of the decision of such Appraisers, or (iii) fifteen
(15) days after the  establishment of the Market Rent as the average of Landlord
and Tenant Appraisers'  determination,  in which to notify Landlord of its final
election to exercise  its option to renew.  If Tenant shall fail to provide such
notice to  Landlord,  it shall be deemed  conclusively  to mean that  Tenant has
elected not to exercise  its option to renew.  Landlord and Tenant each shall be
responsible  for  and  shall  pay  the  fee of  the  Appraiser  appointed  by it
respectively,  and Landlord and Tenant shall share  equally the fee of the third
Appraiser.


                  (e) Tenant's  option to renew,  as provided in this  Paragraph
48, shall be conditional upon and subject to each of the following:

                           (i)      Tenant shall notify Landlord in writing of
its desire to exercise the option to renew at least  eighteen  (18) months prior
the expiration of the then current Term ("Notice Date");

                           (ii)    At the time Landlord receives Tenant's notice
as provided in (i) above,  and at all times  thereafter,  Tenant  shall not have
received  notice  that it is in default  under the terms or  provisions  of this
lease which shall not have been cured as permitted by this lease;

                           (iii)   Tenant shall have no further renewal
options  other than the options to extend for the two (2)  Renewal  Terms as set
forth in subparagraph (a) above;

                           (iv)    The option to renew as well as the options to
purchase shall be deemed  personal to Tenant and may not be assigned,  except to
an assignee  pursuant to an assignment  made pursuant to the  provisions of this
lease; and

                           (v)      Landlord shall have no obligation to do any
work or  perform  any  services  for  either  Renewal  Term with  respect to the
Premises, which Tenant agrees to accept in its then "as is" condition.

         49.      Option to Lease Additional Lands.

                  (a) It is acknowledged that pursuant to the provisions of this
Paragraph 49, Tenant shall have the option to lease additional lands, solely for
parking and ancillary purposes,  consisting of eight and eighty-eight hundredths
plus/minus  (8.88+/-)  acres,  which lands are  described on Exhibit K, attached
hereto and made a part hereof ("Additional Lands").

                  (b)  Landlord,  Ground  Lessor  and/or its  designees,  at any
time(s),  shall have the right to improve all or any  portion of the  Additional


                                       56
<PAGE>

Lands as a parking  facility  or  otherwise  to "cap" all or any  portion of the
Additional  Lands in  connection  with  the  performance  of  their  obligations
pursuant to  Paragraph 47 hereof and Tenant shall have the right to require that
Landlord  improve  all or any  portion  of the  Additional  Lands  as a  parking
facility, subject to the provisions hereof.

                  (c) If  Landlord  shall  notify  Tenant  of its  intention  to
improve the Additional Lands as a parking  facility,  or if Tenant shall require
that Landlord improve the Additional Lands as a parking facility, subject to the
provisions hereof, then and in either event, Landlord shall submit to Tenant the
proposed plans and specifications  for such work, the reasonably  estimated hard
and soft costs of such work and an  allocation  between the hard and soft costs.
Tenant  shall  notify  Landlord  within  thirty (30) days after  receipt of such
submission if it does not consent to the plans,  specifications  and/or costs of
such work,  which consent shall not be unreasonably  withheld,  and Tenant shall
set forth in reasonable detail, the basis for withholding its consent.

                  (d) If Tenant  shall not consent to the plans,  specifications
and/or costs, the parties shall proceed diligently and in good faith to agree on
the plans,  specifications  and/or costs.  If the parties shall fail to agree on
the plans and specifications  within sixty (60) days thereafter,  Landlord shall
have the right to cause the work to be performed in substantial  accordance with
the most recent  plans and  specifications  delivered to Tenant and Tenant shall
reserve   its  rights  to   contest   the   reasonableness   of  the  plans  and
specifications.

                  (e) If the  parties  shall  fail to agree on the costs of such
work,  Tenant shall be free to obtain and submit to Landlord bids for hard costs
only from not more than three (3)  mutually  agreeable  independent  contractors
(which may not be an  Affiliate  of Tenant)  (herein  "Third  Party  Parking Lot
Bids") for the improvement of the Additional Lands in accordance with the agreed
upon plans and  specifications  or with the most  recently  submitted  plans and
specifications, as the case may be. Tenant shall submit such Third Party Parking
Lot Bid(s),  if at all, within sixty (60) days thereafter.  Upon receipt of such
Bid(s),  Landlord  shall have the right to elect  either to (a) match the lowest
Third Party  Parking Lot Bid or (b) enter into a contract  with the lowest Third
Party  Parking  Lot Bidder for said bid price plus a sum equal to the soft costs
and reduce  its hard cost  price per acre to the hard cost  price  charged it by
said contractor.

                  (f) Provided  Tenant shall not have received notice that it is
in default  under the terms or  provisions  of this lease,  which shall not have
been cured as permitted by this lease, Tenant shall have the option to lease the
Additional Lands from Landlord and thereafter to use the Additional Lands solely
for parking and  ancillary  purposes.  If the  Additional  Lands are improved as
described  herein,  then  Tenant  shall  have the right to lease the  Additional
Lands, and either use or not use the Additional Lands as so improved.

                  (g) Tenant shall notify  Landlord of its election to lease the
Additional  Lands  ("Notice of Additional  Lands") not less than sixty (60) days
prior to the  commencement  of the lease for the  Additional  Lands,  which date
shall  be set  forth  in the  Notice  of  Additional  Lands  ("Additional  Lands
Commencement  Date").  The Additional Lands Commencement Date shall be not later
than the fourth (4th)  anniversary of the  Commencement  Date. If the Additional
Lands Commencement Date shall not occur prior to the fourth (4th) anniversary of
the Commencement Date, Tenant's right to lease or purchase all or any portion of
the  Additional  Lands shall cease and  terminate  and be of no further force or
effect.

                                       57
<PAGE>

                  (h) Commencing on the  Commencement  Date and continuing until
the  Additional  Lands  Commencement  Date or until the  termination of Tenant's
option  to  lease  the  Additional  Lands or  Tenant's  waiver  of this  option,
whichever shall be the first to occur, Tenant shall pay all Taxes, as defined in
Paragraph 19 hereof, affecting or charged to the Additional Lands, in the manner
and to the  same  extent  as is set  forth  in  Paragraph  19  hereof  it  being
acknowledged  that the Premises and Additional Lands shall constitute one (1) or
more  municipal  tax lots.  Tenant  shall not be  obligated  to pay any Taxes on
account of improvements to the Additional Lands until such time as Tenant elects
to use such Lands.  The failure of Tenant to comply with the  provisions of this
subparagraph  (h) shall be deemed to constitute a default in the same manner and
to the same  extent as  Tenant's  failure to pay Taxes  affecting  the  Premises
pursuant to Paragraph 19.

                  (i)  Upon  the  Additional   Lands   Commencement   Date,  the
Additional  Lands  shall be deemed to be part of the  Premises  leased to Tenant
pursuant to this lease, in the same manner as if the Additional  Lands were part
of the Premises leased to Tenant as of the Commencement Date,  including without
limitation,  the right of Tenant to purchase the  Premises  and/or to extend the
Term hereunder.

                  (j) The Fixed Rent to be paid for the  Additional  Lands until
Tenant elects to use the Additional  Lands as an improved parking facility shall
be as follows:

                              Lease Year                        Annual Rent

                                    1-4                         $      0.00
                                    5-7                         $ 52,000.00
                                    8-20                        $104,000.00

                  (k) At such time as the  Additional  Lands are  improved  as a
parking  facility and used by Tenant,  but in no event later than the Additional
Building  Delivery  of  Possession  Date,  as  defined  in  Paragraph  50 hereof
("Improved  Additional Lands Commencement  Date"), the Fixed Rent to be paid for
the  Additional  Lands  ("Improved   Additional  Lands  Fixed  Rent")  shall  be
determined in the following manner:

          The  acreage  of the  Additional  Lands,  multiplied  by the  cost  of
improvements  per  acre  (as  determined  pursuant  to the  provisions  of  this
Paragraph 49);  multiplied by a rate equal to the twenty (20) year United States
Treasury Bill interest rate, as of the Additional Lands  Commencement Date, plus
four (4%)  percentage  points;  plus an amount  equal to the maximum  Additional
Lands Fixed Rent (One  Hundred  Four  Thousand  ($104,000.00)  Dollars)  and the
Annual  Improved  Additional  Lands  Fixed Rent per acre  shall be the  Improved
Additional  Lands Fixed Rent divided by the acreage of the Additional  Lands. By
way of example, if the acreage of the Additional Lands is eight and eighty-eight
hundredths (8.88) acres; the cost per acre is One Hundred Thousand ($100,000.00)
Dollars; the Treasury Bill interest rate is six and one-half (6.5%) percent; and
the  Additional  Lands Fixed Rent is One  Hundred  Four  Thousand  ($104,000.00)
Dollars; then the Improved Additional Lands Fixed Rent shall be as follows: 8.88
x 100,000 x (6.5% + 4%) 10.5% = 93,240 +  104,000 =  197,240.00  and the  Annual
Improved  Additional  Lands  Fixed Rent per acre shall be  $197,240.00  / 8.88 =
$22,211.71.

                  (l) It is  acknowledged  that  pursuant to Lease I, Tenant has
the right to cause the construction of an additional  building contiguous to the
initial building leased thereunder ("Lease I Additional  Building").  It further
is acknowledged that in the construction of the Lease I Additional  Building,  a
portion  of  the  Lands  leased   hereunder  may  be  required  to  be  utilized
("Transferred  Lands"). In such event,  Landlord and Tenant agree to modify this
lease so as to change the description of the Lands leased  hereunder,  effective


                                       58
<PAGE>

as of the  commencement of construction of the Lease I Additional  Building,  to
exclude the Transferred Lands from the Lands leased hereunder.

                  (m) If Tenant shall not have  previously  exercised its option
to lease the  Additional  Lands  pursuant  hereto,  then  concurrently  with the
aforesaid  modification of this lease,  Tenant shall be deemed to have exercised
its  option to lease  the  Additional  Lands  hereunder,  and if not  previously
improved  as a parking  facility,  shall be so  improved  and used to provide an
additional parking area for Tenant's use.

                  (n) If this lease  shall be modified  in  accordance  with the
provisions of subparagraph (l) above,  then, the Fixed Rent to be paid by Tenant
shall be reduced,  based on the acreage of the Transferred Lands so excluded, at
the rate of $11,711.71 per acre per year until the termination of this lease. It
is  acknowledged  that the Fixed Rent to be paid by Tenant  pursuant  to Lease I
shall be increased,  based on the acreage of the Transferred  Lands so added, at
the rate of $11,711.71  per acre per year until  terminated  in accordance  with
Lease I, it being the intention of the parties that the aggregate  amount of the
Fixed Rent to be paid to  Landlord by Tenant  pursuant  to Lease I and  pursuant
hereto,  as a result of the exercise of the exclusion of the  Transferred  Lands
from this  lease and the  inclusion  of the  Transferred  Lands in Lease I shall
remain the same.  Notwithstanding  the foregoing,  the Improved Additional Lands
Fixed Rent shall remain the same.


         50.      Additional Building.

                  (a) Tenant shall have the right to further develop the Land by
the construction of a building on all or a portion of the parking area set forth
on Exhibit C, in which event the option to lease the  Additional  Lands shall be
exercised,  and if not previously  improved as a parking  facility,  shall be so
improved and used to provide an additional parking area for Tenant's use.

                  (b) At such time as Tenant desires to further develop the Land
as  aforesaid,  it shall  notify  Landlord,  it being  acknowledged  that Tenant
contemplates   the   construction  of  an  additional   building  of  like  kind
("Additional  Building"),  the square  footage  of which  shall not be less than
fifty-five  thousand  (55,000) square feet and shall be attached to the existing
Building ("Notice of Additional  Building").  Simultaneously  therewith,  Tenant
shall  deliver  to  Landlord  its  Notice  of  Additional  Lands,  if it has not
previously  delivered  such  Notice.  Following  the  delivery  of the Notice of
Additional  Building,  Landlord and Tenant shall proceed  diligently and in good
faith to establish an estimated  Additional Building Delivery of Possession Date
(as hereinafter defined in subparagraph 50(d)) and agree on the size,  location,
design, plans, specifications,  time frame and all other matters relevant to the
construction  of the  Additional  Building,  excluding  the  development  of the
Additional Lands as a parking area ("Additional Building Plans"),  together with
the plans,  specifications  and costs of the Additional Lands parking  facility,
pursuant to Paragraph 49 hereof. If the estimated  Additional  Building Delivery
of Possession  Date will occur after the  commencement  of the sixth (6th) Lease
Year,  then Tenant  shall be required  to exercise  the first  and/or the second
Renewal Terms so that the Term of the Lease following such  Additional  Building
Delivery of Possession Date will equal at least fifteen (15) years. In the event
Tenant is required to exercise the first and/or the second Renewal  Terms,  then
concurrently  with  Landlord and Tenant  establishing  the  Additional  Building
Plans, Landlord and Tenant shall agree upon the Fixed Rent to be paid during the
first  and/or the second  Renewal  Terms,  as the case may be. To the extent the
estimated  Additional  Building Delivery of Possession Date will occur after the


                                       59
<PAGE>

commencement of the sixteenth  (16th) Lease Year,  Landlord agrees to extend the
Term of the second  Renewal  Term so that the Term of the lease  following  such
Additional  Building  Delivery of Possession Date will equal fifteen (15) years.
The price per square foot of said Additional Building,  exclusive of the cost of
developing  the  Additional  Lands as a parking area and exclusive of land costs
but  inclusive  of all  hard  and  soft  costs  in  the  aggregate  shall  equal
Eighty-Five  ($85.00) Dollars per square foot, as such amount may be adjusted by
the  percentage  increase or decrease  in the  Construction  Index as defined in
subparagraph  41(e) occurring between the date hereof and the Construction Index
for the month in which  Tenant  delivers  to Landlord  the Notice of  Additional
Building,  plus the costs to Landlord in the  demolition  of such portion of the
parking area as may be necessary in the construction of the Additional Building.
Landlord  shall  allocate the  aggregate  cost,  determined  as provided  above,
between hard and soft costs,  and shall so notify Tenant within thirty (30) days
of the date after which the parties shall have agreed on the Additional Building
Plans.  Should Tenant disagree with the Landlord cost estimate,  Tenant shall be
free to obtain  and  submit to  Landlord  bids for hard costs only from not more
than three (3) mutually agreeable  independent  contractors (which may not be an
Affiliate  of Tenant)  (herein  "Third  Party  bids").  Tenant shall submit such
bid(s),  if at all,  within  ninety (90) days of Tenant's  receipt of Landlord's
cost  determination.  Upon receipt of the Third Party bid(s) for the  Additional
Building Plans from Tenant, Landlord shall have the right to elect to either (a)
match the lowest  Third Party bid, or (b) enter into a contract  with the lowest
Third  Party  bidder  for said bid price  plus a sum equal to the soft  costs as
hereinabove provided, and reduce its hard cost price per square foot to the hard
cost price charged it by said  contractor.  Upon Tenant's  receipt of Landlord's
cost  estimate,  or upon  notification  of Landlord's  election under (a) or (b)
above,  whichever is later, Tenant shall have the right to rescind its Notice of
Additional  Building  within thirty (30) days thereafter upon notice to Landlord
and  Tenant's  agreement  to  reimburse  Landlord  for  Landlord's  actual costs
incurred in preparing the Additional  Building Plans and the bid documents which
payment  shall  be made  by  Tenant  to  Landlord  within  thirty  (30)  days of
Landlord's demand therefor,  accompanied by documentation in reasonable  detail,
which payment shall be deemed to constitute  Additional  Rental  hereunder.  Any
delay or failure by the parties in reaching agreement on the Additional Building
Plans shall not affect Tenant's right to lease the Additional  Lands pursuant to
this lease.

                  (c) If Tenant  shall  exercise  its  option to  construct  the
Additional  Building at any time after the Sixth Lease Year,  then Tenant  shall
reimburse  Landlord and/or Ground Lessor for all environmental  compliance costs
required by DEP in connection  with the soil treatment and removal in connection
with such construction.

                  (d) Upon delivery of possession by Landlord of the  Additional
Building and Additional  Lands, as determined  pursuant to  subparagraphs  3(a),
3(c), 3(g) and 3(m)  ("Additional  Building Delivery of Possession  Date"),  the
Annual Fixed Rent  hereunder  shall be  increased  ("Additional  Building  Fixed
Rent") as of the Additional  Building  Delivery of Possession Date by the Annual
Additional Building Fixed Rent determined in the following manner:

         The  square  footage of the  Additional  Building,  based upon  outside
measurements;  multiplied by the cost per square foot of the Additional Building
determined in subparagraph  (b) above  (exclusive of the Land);  multiplied by a
rate equal to the 20-year  United States  Treasury Bill interest rate, as of the
Additional  Building  Delivery  of  Possession  Date,  plus four (4)  percentage
points;  plus an  amount  equal  to the  real  estate  commission  to be paid in
connection with such leasing;and the annual  Additional  Building Fixed Rent per


                                       60
<PAGE>

square foot shall be the annual  Additional  Building  Fixed Rent divided by the
square  footage of the  Additional  Building.  By way of example,  if the square
footage of the Building is fifty-five  thousand  (55,000)  square feet; the cost
per square foot is Eighty-Five ($85.00) Dollars; the Treasury Bill interest rate
is six and one-half (6.5%) percent;  and the real estate  commission is $.25 per
square feet of Additional  Building;  then the  Additional  Building  Fixed Rent
shall be as follows:

         55,000 x 85 =  4,675,000  x (6.5% + 4%)  10.5% =  490,875  +  (55,000 x
25(cent)) (13,750) = $504,625 and the annual Additional  Building Fixed Rent per
square foot shall be 504,625 / 55,000 = $9.18.  The  Additional  Building  Fixed
Rent shall increase at the rate of twenty-five  (25(cent)) cents per square foot
at the  commencement  of  each  fifth  anniversary  of the  Additional  Building
Delivery of Possession Date, including any Renewal Terms, if applicable.

                  (e) Upon the Additional  Building Delivery of Possession Date,
the Additional Building and Additional Lands, to the extent applicable, shall be
deemed to be part of the Premises  leased to Tenant  pursuant to this lease,  in
the same manner as if the Additional  Building and Additional Lands were part of
the Premises leased to Tenant as of the  Commencement  Date,  including  without
limitation,  the  respective  obligations  of Landlord and Tenant for repair and
maintenance  hereunder,  the Tenant  obligations  of insurance and the rights of
Tenant to purchase the Premises and/or to extend the Term hereunder.

                  (f) If Tenant  shall fail to exercise  its option to lease the
Additional  Lands,  Tenant  shall have no  further  rights or  obligations  with
respect to the Additional Lands or to the Additional Building and Landlord shall
have the right to proceed to  subdivide or to modify its  subdivision,  so as to
cause the Premises to constitute one (1) subdivided lot, separate and apart from
the  Additional  Lands  and to cause  the  Premises  to  constitute  a  separate
municipal tax lot. Until said subdivision occurs the Landlord shall be obligated
for all Taxes  attributable to said  Additional  Lands and Paragraph 19 shall be
modified accordingly.

         51.      Tenant's Rights.

                  (a)  Notwithstanding  anything  contained in this lease to the
contrary,  Tenant shall have no rights with respect to any (i) offset  resulting
from Landlord's  defaults or breaches  (herein  "defaults"),  (ii) damage claims
resulting  from  landlord's  defaults  (except with respect to Paragraph 47), or
(iii) exercise of any self-help  remedies  (except in the case of an emergency);
unless and until Tenant shall have given  Landlord and Ground  Lessor  notice of
Landlord's  default  and  Landlord  shall have  failed to  commence  curing said
default  within sixty (60) days from the date of Tenant's  notice and/or to have
diligently prosecuted said cure until its completion. If Landlord shall not have
commenced  said  cure as  aforesaid  and shall  not have  been  diligent  in its
prosecution,  then,  at any time  thereafter,  Tenant  shall have the  following
rights;  (i) to cure said default and in  connection  therewith  be  immediately
reimbursed  by Landlord  for its costs and  expenses  in so curing said  default
together  with  interest at the Lease  Interest Rate and/or (ii) to exercise any
and all of its legal or equitable remedies,  provided,  however,  Tenant may not
offset  Rental  or  terminate  this  lease or make a claim for  Tenant's  actual
constructive eviction, except as provided in subparagraphs 51(b) and (c) below.

                  (b)  Additionally,  if Tenant shall have  expended any sums in
excess  of  Fifty  Thousand  and  00/100  ($50,000.00)  Dollars  in  curing  the
Landlord's  defaults and the Landlord  shall not have  reimbursed  Tenant within
five (5)  business  days of  Tenant's  demand  therefor,  Tenant  shall have the
further  right to notify both the  Landlord  and Ground  Lessor that thirty (30)
days  after the date of said  notice  Tenant  intends  to  deduct  from the next


                                       61
<PAGE>

current  Rental payment or payments due, the sum of said  expenditure,  together
with  interest  at the  Lease  Interest  Rate,  until  said  total  sum has been
recovered by way of a rent credit.  Ground Lessor will be required and agrees to
pay to  Landlord  all such  sums  deducted  from the  rental  obligation  to the
Landlord if and when the same shall become due under this lease.  Ground  Lessor
may notify the Tenant within fifteen (15) days of the effective date of Tenant's
notice that Ground Lessor,  in its sole discretion,  does not intend to pay said
deducted  sum to the  Landlord  as and when  due,  in which  event  Tenant  will
continue to pay the full rental payment due Landlord under the lease on a timely
basis but shall have all legal  remedies  available to Tenant  against  Landlord
pursuant to this lease.

                  (c) Should Tenant not have  exercised  the self-help  remedies
provided for above,  and should  Landlord not have  commenced  the cure and have
been  diligent in completing  said cure,  or should  Landlord not have under any
circumstances  (without  regard to delays caused by Completion  Force Majeure or
Unavoidable Delay as in Paragraph 28 defined)  completed said cure within twelve
(12) months from the date of Tenant's notice,  Tenant, in addition to all of its
rights contained  herein,  shall have the right to cancel this lease at any time
prior to Landlord's  completing said cure, by a cancellation notice given at any
time prior  thereto,  which  cancellation  notice  shall fix the date upon which
Tenant shall vacate the Premises pursuant to said cancellation,  and may also at
anytime  thereafter make claim against Landlord for Tenant's damages as a result
thereof.  The cure by Landlord  subsequent to the date of Tenant's  cancellation
notice shall not reinstate  this lease unless Tenant shall so elect by notice in
writing to Landlord.  Any notice referred to in this Paragraph 51 to be given to
Landlord prior to Tenant having a right to offset  Rental,  terminate this lease
or to seek damages, shall set forth, in reasonable detail, the nature, scope and
extent of the applicable breach,  occurrence,  or action or inaction giving rise
thereto.

         52. Waiver of Distraint.  Landlord waives all lien, right, interest and
claim it might  otherwise  have in and  waives  its right of  distraint  of, the
machinery,  fixtures and other property of the Tenant, and in any other property
of any nature  whether on or off the  Premises,  belonging  to the  Tenant.  The
provisions of this Paragraph are intended to apply to the Landlord's  common law
(if any) and statutory  right of distraint  because of failure to pay Fixed Rent
or Additional Rent.

         53. No Option.  The  submission  of this lease for  examination  and/or
signature does not constitute a reservation of, or option for, the Premises, and
Tenant hereunto has affixed its signature with the understanding that this lease
shall not become  effective  or in any way bind either  party until such time as
the same  has been  approved  and  executed  by each  party  and a copy  thereof
delivered to the other party.

         54.  Memorandum  of  Lease.  Tenant  shall  have the  right to record a
Memorandum of Lease in the Middlesex  County Clerk's  Office,  which  Memorandum
shall not  provide  any of the  economic  agreements  of the  parties  and which
Memorandum  shall  be  subject  to  Landlord's  consent,   which  shall  not  be
unreasonably  withheld,  provided,  however,  that prior to such filing,  Tenant
shall deliver to Landlord's  attorneys,  in escrow a duly executed  Discharge of
Memorandum  of Lease,  which  Discharge may be released from escrow and filed of
record upon the  Termination  or expiration  of this lease,  as the lease may be
extended, regardless of the reason or cause of such termination or expiration in
accordance with the provisions of the escrow  agreement to be entered into among
the parties and the escrowee.  Notwithstanding the foregoing,  in the event of a
sale of the Premises to Tenant pursuant  hereto,  the parties shall enter into a
new Memorandum  solely for the purpose of maintaining the use  restrictions  set
forth in Paragraph 6 hereof.

                                       62
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have  hereunto  caused  these
presents to be signed and sealed by duly  authorized  persons,  the day and year
first above written.

                                       PORT CARTERET (Landlord)

                                       By:      V. Paulius & Associates, joint
                                                venturer


                                       By:  /s/  Robert Paulius
                                          Robert Paulius, Vice President

                                       By:      AMAX REALTY DEVELOPMENT INC.


                                       By:  /s/  Anthony Filiaci
                                          Anthony Filiaci, Vice President

                                       DI GIORGIO CORPORATION (Tenant)


                                       By:  /s/  George W. Conklin
                                         George W. Conklin, Vice President

                                       AMAX COPPER, INC. (Ground Lessor)


                                       By:  /s/  Anthony Filiaci
                                          Anthony Filiaci, Vice President



                                       63
<PAGE>

                           Exhibits to Lease Agreement


Exhibit A:        Legal Description of the Property
Exhibit A-1:      Title Matters
Exhibit B:        Plans and Specifications
Exhibit C:        Site Plan
Exhibit D:        Intentionally Omitted
Exhibit E:        Intentionally Omitted
Exhibit F:        Ground Lessor Non-Disturbance,
                  Recognition and Attornment Agreement
Exhibit G:        Declaration of Environmental Restrictions
Exhibit H:        Prepayment Penalty Cap
Exhibit I:        Lender Non-Disturbance, Subordination and Attornment Agreement
Exhibit J:        (Intentionally Omitted)
Exhibit K:        Additional Lands
Exhibit L:        Grocery Products
Exhibit L-1:      Frozen Food Products
Exhibit L-2:      Dairy Products



                         Attachments to Lease Agreement

1.       Memorandum of lease
2.       Discharge of Memorandum of Lease
3.       Escrow Agreement
4.       Di Giorgio Corporation Secretary's Certificate
5.       Certificate of Corporate Resolution of V. Paulius & Associates
6.       Certificate of Assistant Secretary Amax Copper, Inc.
         Certificate of Assistant Secretary Amax Realty Development, Inc.
7.       Letter  Agreement to Constitute an Amendment  and  Modification  to the
         Lease - Tax Abatement
8.       Letter  Agreement to Constitute an Amendment  and  Modification  to the
         Lease - Annual Fixed Rent
9.       Non-Disturbance, Recognition and Attornment Agreement
10.      Letter  Agreement Di Giorgio to Port  Carteret - Re: Hold  Harmless for
         Rack Installation
11.      Commission Agreement between Port Carteret and JGT - Jacobson, Goldfarb
         & Tanzman Associates, LLC