<PAGE>

                                                                   EXHIBIT 10.20

                                      LEASE


                                      FROM:


                            OFFICE ASSOCIATES L.L.C.


                                     LESSOR


                                       TO:


                               PURCHASESOFT, INC.


                                     LESSEE



                                    BUILDING:


                             101 EISENHOWER PARKWAY
                           ROSELAND, NEW JERSEY 07068

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
1.       DESCRIPTION:.............................................................................................3

2.       TERM:....................................................................................................3

3.       BASIC RENT:..............................................................................................3

4.       USE AND OCCUPANCY:.......................................................................................3

5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:...............................................................3

6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:..................................................................5

7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:..............................................................5

8.       ASSIGNMENT AND SUBLEASE:.................................................................................6

9.       COMPLIANCE WITH RULES AND REGULATIONS:...................................................................9

10.      DAMAGES TO BUILDING:.....................................................................................9

11.      EMINENT DOMAIN:.........................................................................................10

12.      INSOLVENCY OF LESSEE:...................................................................................10

13.      LESSOR'S REMEDIES ON DEFAULT:...........................................................................10

14.      DEFICIENCY:.............................................................................................11

15.      SUBORDINATION OF LEASE:.................................................................................11

16.      SECURITY DEPOSIT:.......................................................................................12

17.      RIGHT TO CURE LESSEE'S BREACH:..........................................................................12

18.      MECHANIC'S LIENS:.......................................................................................12

19.      RIGHT TO INSPECT AND REPAIR:............................................................................12

20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:.................................................13

21.      INTERRUPTION OF SERVICES OR USE:........................................................................13

22.      BUILDING STANDARD OFFICE ELECTRICAL SERVICE:............................................................14

23.      ADDITIONAL RENT:........................................................................................15

24.      LESSEE'S ESTOPPEL:......................................................................................17

25.      HOLDOVER TENANCY:.......................................................................................17

26.      RIGHT TO SHOW PREMISES:.................................................................................18

27.      LESSOR'S WORK - LESSEE'S DRAWINGS:......................................................................18

28.      WAIVER OF TRIAL BY JURY:................................................................................18

29.      LATE CHARGE:............................................................................................18

30.      LESSEE'S INSURANCE:.....................................................................................18


                                                                i
<PAGE>

31.      NO OTHER REPRESENTATIONS:...............................................................................20

32.      QUIET ENJOYMENT:........................................................................................20

33.      INDEMNITY:..............................................................................................21

34.      ARTICLE HEADINGS:.......................................................................................21

35.      APPLICABILITY TO HEIRS AND ASSIGNS:.....................................................................21

36.      OUTSIDE PARKING SPACES:.................................................................................21

37.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY:................................................................21

38.      PARTIAL INVALIDITY:.....................................................................................22

39.      LESSEE'S BROKER:........................................................................................22

40.      PERSONAL LIABILITY:.....................................................................................22

41.      NO OPTION:..............................................................................................22

42.      DEFINITIONS:............................................................................................22

43.      LEASE COMMENCEMENT:.....................................................................................23

44.      NOTICES:................................................................................................24

45.      ACCORD AND SATISFACTION:................................................................................24

46.      EFFECT OF WAIVERS:......................................................................................24

47.      LEASE CONDITION:........................................................................................24

48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:.............................................................24

49.      LESSOR'S RESERVED RIGHT:................................................................................25

50.      CORPORATE AUTHORITY:....................................................................................25

51.      AFTER-HOURS USE:........................................................................................25

52.      LESSEE'S EXPANSION/RELOCATION:..........................................................................25

53.      BUILDING PERMIT:........................................................................................26
</TABLE>


                                                                 ii
<PAGE>


         LEASE, is made the 12th day of June, 2000 between OFFICE ASSOCIATES,
L.L.C. (herein referred to as "Lessor") whose address is c/o Mack-Cali Realty
Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and PURCHASESOFT,
INC. (herein referred to as "Lessee") whose address is 1 Research Drive, Suite
100, Westborough, Massachusetts 01581.

                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

1.       ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent
         payable by Lessee to Lessor pursuant to the provisions of the Lease.

2.       BASE PERIOD COSTS shall mean the following:

         A.       Base Operating Costs: Those Operating Costs incurred during
                  Calendar Year 2000.

         B.       Base Real Estate Taxes: Those Real Estate Taxes incurred
                  during Calendar Year 2000.

         C.       Base Utility and Energy Costs: Those Utility and Energy Costs
                  incurred during Calendar Year 2000.

3.       BUILDING shall mean 101 Eisenhower Parkway, Roseland, New Jersey.

4.       BUILDING HOLIDAYS shall be those shown on Exhibit E.

5.       BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m.,
         and on Saturdays from 8:00 a.m. to 1:00 p.m., but excluding those
         holidays as set forth on Exhibit E attached hereto and made a part
         hereof, except that Common Facilities, lighting in the Building and
         Office Building Area shall be maintained for such additional hours as,
         in Lessor's sole judgement, is necessary or desirable to insure proper
         operating of the Building and Office Building Area.

6.       COMMENCEMENT DATE is August 1, 2000 and shall for purposes hereof be
         subject to Articles 27 and 43 hereof.

7.       DEMISED PREMISES OR PREMISES shall be deemed to be 1,930 gross rentable
         square feet on the atrium floor as shown on Exhibit A hereto, which
         includes an allocable share of the Common Facilities as defined in
         Article 42(b).

8.       EXHIBITS shall be the following, attached to this Lease and
         incorporated herein and made a part hereof.
<TABLE>
                           <S>                                <C>
                           Exhibit A                          Location of Premises
                           Exhibit A-1                        Office Building Area
                           Exhibit B                          Rules and Regulations
                           Exhibit C                          Lessor's Work
                           Exhibit C-1                        Air Conditioning &
                                                              Heating Design Standards
                           Exhibit D                          Cleaning Services
                           Exhibit E                          Building Holidays
                           Exhibit F                          Tenant Estoppel Certificate
                           Exhibit G                          Commencement Date Agreement
                           Exhibit H                          Letter of Credit Form
</TABLE>
9.       EXPIRATION DATE shall be the last day of the month in which the day
         before the fifth (5th) anniversary of the Commencement Date occurs.


                                       1
<PAGE>



10.      FIXED BASIC RENT shall mean: TWO HUNDRED FORTY-SIX THOUSAND
         SEVENTY-FIVE AND 00/100 DOLLARS ($246,075.00) for the Term payable as
         follows:

<TABLE>
<CAPTION>
         YEAR:                      YEARLY RATE:                       MONTHLY INSTALLMENT:
         -----                      ------------                       --------------------
         <S>                          <C>                                      <C>
           1                          $47,285.00                               $3,940.42
           2                          $48,250.00                               $4,020.83
           3                          $49,215.00                               $4,101.25
           4                          $50,180.00                               $4,181.67
           5                          $51,145.00                               $4,262.08
</TABLE>
11.      LESSEE'S BROKER shall mean Weichert Commercial.

12.      LESSEE'S PERCENTAGE shall be .81% subject to adjustment as provided for
         in Article 42(d).

13.      OFFICE BUILDING AREA is as set forth on Exhibit A-1.

14.      PARKING SPACES shall mean a total of eight (8) unreserved spaces.

15.      PERMITTED USE shall be general office use and for no other purpose.

16.      SECURITY DEPOSIT shall be FIFTY-SEVEN THOUSAND FOUR HUNDRED SEVENTEEN
         AND 50/100 DOLLARS ($57,417.50). Lessee may deliver to Lessor, in lieu
         of the cash deposit set forth in this Article an irrevocable negotiable
         letter of credit issued by and drawn upon such commercial bank selected
         by Lessee and acceptable to Lessor (at its sole discretion) and in form
         and content acceptable to Lessor (also at its sole discretion) (the
         form attached hereto as Exhibit H shall be deemed acceptable to Lessor)
         for the account of Lessor, in the sum of FIFTY-SEVEN THOUSAND FOUR
         HUNDRED SEVENTEEN AND 50/100 DOLLARS ($57,417.50). Said letter of
         credit shall be for a term of not less than one (l) year and shall be
         renewed by Lessee (without notice from Lessor) no later than forty-five
         (45) days prior to its expiration, and the expiration of each
         replacement thereof, until Lessor shall be required to return the
         security to Lessee pursuant to the terms of this Lease but in no event
         earlier than ninety (90) days after the Expiration Date, and each such
         renewed letter of credit shall be delivered to Lessor no later than
         forty-five (45) days prior to the expiration of the letter of credit
         then held by Lessor. If any portion of the security deposit shall be
         utilized by Lessor in the manner permitted by this Lease, Lessee shall,
         within five (5) days after request by Lessor, replenish the security
         account by depositing with Lessor, in cash or by letter of credit, an
         amount equal to that utilized by Lessor. Failure of Lessee to comply
         strictly with the provisions of this Article shall constitute a
         material breach of this Lease and Lessor shall be entitled to present
         the letter of credit then held by it for payment (without notice to
         Lessee). If the cash security is converted into a letter of credit, the
         provisions with respect to letters of credit shall apply (with the
         necessary changes in points of detail) to such letter of credit
         deposit. In the event of a bank failure or insolvency affecting the
         letter of credit, Lessee shall replace same within twenty (20) days
         after being requested to do so by Lessor. Lessee may reduce the Letter
         of Credit by ELEVEN THOUSAND FOUR HUNDRED EIGHTY-THREE AND 50/100
         DOLLARS ($11,483.50), on each anniversary of the Commencement Date,
         provided that (i) this Lease is in full force and effect and (ii)
         Lessee is and has not been in default hereunder.

17.      TERM shall mean five (5) years from the Commencement Date, plus the
         number of days, if any, to have the lease expire on the last day of a
         calendar month, unless extended pursuant to any option contained
         herein.


                                       2
<PAGE>



                               W I T N E S S E T H

                  For and in consideration of the covenants herein contained,
and upon the terms and conditions herein set forth, Lessor and Lessee agree as
follows:


1.       DESCRIPTION:

         Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor,
         the Premises as defined in the Preamble which includes an allocable
         share of the Common Facilities, as shown on the plan or plans,
         initialed by the parties hereto, marked Exhibit A attached hereto and
         made part of this Lease in the Building as defined in the Preamble,
         (hereinafter called the "Building") which is situated on that certain
         parcel of land (hereinafter called "Office Building Area") as described
         on Exhibit A-1 attached hereto and made part of this Lease, together,
         with the right to use in common with other lessees of the Building,
         their invitees, customers and employees, those public areas of the
         Common Facilities as hereinafter defined.


2.       TERM:

         The Premises are leased for a term to commence on the Commencement
         Date, and to end at 12:00 midnight on the Expiration Date, all as
         defined in the Preamble.


3.       BASIC RENT:

         The Lessee shall pay to the Lessor during the Term, the Fixed Basic
         Rent as defined in the Preamble (hereinafter called "Fixed Basic Rent")
         payable in such coin or currency of the United States of America as at
         the time of payment shall be legal tender for the payment of public and
         private debts. The Fixed Basic Rent shall accrue at the Yearly Rate as
         defined in the Preamble and shall be payable, in advance, on the first
         day of each calendar month during the Term at the Monthly Installments
         as defined in the Preamble, except that a proportionately lesser sum
         may be paid for the first and last months of the Term of this Lease if
         the Term commences on a day other than the first day of the month, in
         accordance with the provisions of this Lease herein set forth. Lessor
         acknowledges receipt from Lessee of the first monthly installment by
         check, subject to collection, for Fixed Basic Rent for the first month
         of the Lease Term. Lessee shall pay Fixed Basic Rent, and any
         Additional Rent as hereinafter provided, to Lessor at Lessor's above
         stated address, or at such other place as Lessor may designate in
         writing, without demand and without counterclaim, deduction or set off.


4.       USE AND OCCUPANCY:

         Lessee shall use and occupy the Premises for the Permitted Use as
         defined in the Preamble.

         If at any time during the Term of this Lease, Lessee adopts a policy
         prohibiting Lessee, its employees, agents or invitees from smoking
         within the Premises, Lessee shall establish a designated area within
         the Premises where Lessee shall permit smoking. Lessee shall establish
         such designated area at Lessee's sole expense in accordance with
         Article 6 of this Lease. Such designated area shall include, among
         other things, adequate area, ventilation and fire safety equipment.
         Lessee hereby acknowledges that such designated area is necessary and
         reasonable to prevent smoking by Lessee, Lessee's employees, agents and
         invitees in unauthorized areas of the Building or Common Facilities in
         violation of relevant fire and safety laws and regulations and to
         prevent fire hazards within the Premises.


5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:

         (a) Lessee shall commit no act of waste and shall take good care of the
         Premises and the fixtures and appurtenances therein, and shall, in the
         use and occupancy of the Premises,


                                       3
<PAGE>

         conform to all laws, orders and regulations of the federal, state
         and municipal governments or any of their departments affecting the
         Premises and with any and all environmental requirements resulting
         from the Lessee's use of the Premises, this covenant to survive the
         expiration or sooner termination of the Lease. Lessor shall, subject
         to the same being included in Operating Costs, make all necessary
         repairs to the Premises, Common Facilities and to the assigned
         parking areas, if any, except where the repair has been made necessary
         by misuse or neglect by Lessee or Lessee's agents, servants, visitors
         or licensees, in which event Lessor shall nevertheless make the repair
         but Lessee shall pay to Lessor, as Additional Rent, immediately upon
         demand, the costs therefor. All improvements made by Lessee to the
         Premises, which are so attached to the Premises, shall become the
         property of Lessor upon installation. Not later than the last day of
         the Term, Lessee shall, at Lessee's expense, remove all Lessee's
         personal property and those improvements made by Lessee which have not
         become the property of Lessor, including trade fixtures, cabinetwork,
         movable paneling, partitions and the like; repair all injury done by
         or in connection with the installation or removal of said property and
         improvements; and surrender the Premises in as good condition as they
         were at the beginning of the Term, reasonable wear and damage by fire,
         the elements, casualty or other cause not due to the misuse or neglect
         by Lessee, Lessee's agents, servants, visitors or licensees excepted.
         All other property of Lessee remaining on the Premises after the last
         day of the Term of this Lease shall be conclusively deemed abandoned
         and may be removed by Lessor, and Lessee shall reimburse Lessor for
         the cost of such removal. Lessor may have any such property stored at
         Lessee's risk and expense.

         ENVIRONMENTAL

         (b)      COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's
                  own expense, promptly comply with each and every federal,
                  state, county and municipal environmental law, ordinance,
                  rule, regulation, order, directive and requirement, now or
                  hereafter existing ("Environmental Laws"), applicable to the
                  Premises, Lessee, Lessee's operations at the Premises, or all
                  of them.

         (c)      ISRA COMPLIANCE. Lessee shall, at Lessee's own expense, comply
                  with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 ET
                  SEQ., the regulations promulgated thereunder and any amending
                  and successor legislation and regulations ("ISRA").

         (d)      INFORMATION TO LESSOR. At no expense to Lessor, Lessee shall
                  promptly provide all information and sign all documents
                  requested by Lessor with respect to compliance with
                  Environmental Laws.

         (e)      LESSOR AUDIT. Lessee shall permit Lessor and its
                  representatives access to the Premises, from time to time, to
                  conduct an environmental assessment, investigation and
                  sampling, all at Lessee's own expense.

         (f)      LESSEE REMEDIATION. Should any assessment, investigation or
                  sampling reveal the existence of any spill, discharge or
                  placement of Contaminants in, on, under, or about, or
                  migrating from or onto the Premises, the Building or the
                  Office Building Area, as a result of the action or omission of
                  Lessee or a "Lessee Representative", then, in addition to
                  being in default under this Lease and Lessor having all rights
                  available to Lessor under this Lease and by law by reason of
                  such default, Lessee shall, at Lessee's own expense, in
                  accordance with Environmental Laws, undertake all action
                  required by Lessor and any governmental authority, including,
                  without limitation, promptly obtaining and delivering to
                  Lessor an unconditional No Further Action Letter. For purposes
                  of this Article, the term "Lessee's Representative" shall mean
                  any shareholder, officer, director, member, partner, employee,
                  agent, licensee, assignee, sublessee or invitee of Lessee, or
                  any third party other than Lessor, or another lessee of the
                  Building, or a shareholder, officer, director, member,
                  partner, employee, agent, licensee, assignee, sublessee or
                  invitee of such other lessee. In no event shall any of
                  Lessee's remedial action involve engineering or institutional
                  controls, a groundwater classification exception area or well
                  restriction area, and Lessee's remedial action shall meet the
                  most stringent published or unpublished remediation standards
                  for soil, surface water, groundwater and drinking water.
                  Promptly upon completion of all required investigatory and
                  remedial activities, Lessee shall, at Lessee's own expense, to
                  Lessor's satisfaction, restore the affected


                                       4
<PAGE>

                  areas of the Premises, the Building or the Office Building
                  Area, as the case may be, from any damage or condition caused
                  by the investigatory or remedial work.

         (g)      ENVIRONMENTAL QUESTIONNAIRE. Upon Lessor's request,
                  contemporaneously with the signing and delivery of this Lease,
                  and thereafter upon renewal of the lease, if at all, Lessee
                  shall complete, execute and deliver to Lessor an environmental
                  questionnaire in form and substance satisfactory to Lessor.

         (h)      ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this
                  Article, the term "Environmental Documents" shall mean all
                  environmental documentation concerning the Building or the
                  Office Building Area, of which the Premises is a part, or its
                  environs, in the possession or under the control of Lessee,
                  including, without limitation, plans, reports, correspondence
                  and submissions. During the term of this Lease and
                  subsequently, promptly upon receipt by Lessee or Lessee's
                  Representatives, Lessee shall deliver to Lessor all
                  Environmental Documents concerning or generated by or on
                  behalf of Lessee, whether currently or hereafter existing. In
                  addition, Lessee shall promptly notify Lessor of any
                  environmental condition of which Lessee has knowledge, which
                  may exist in, on, under, or about, or may be migrating from or
                  onto the Building or the Office Building Area.

         (i)      LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS.
                  Notwithstanding anything to the contrary set forth in this
                  Lease, in the event, pursuant to this Lease, Lessee is
                  required to undertake any sampling, assessment, investigation
                  or remediation with respect to the Premises, the Building or
                  the Office Building Area, as the case may be, then, at
                  Lessor's discretion, Lessor shall have the right, upon notice
                  to Lessee, from time to time, to perform such activities at
                  Lessee's expense, and all sums incurred by Lessor shall be
                  paid by Lessee, as Additional Rent, upon demand.

         (j)      INDEMNITY. Lessee shall indemnify, defend and hold harmless
                  Lessor, Lessor's officers, directors, shareholders, employees
                  and personal or legal representatives from and against any and
                  all claims, liabilities, losses, damages, penalties and costs,
                  foreseen or unforeseen, including, without limitation,
                  counsel, engineering and other professional or expert fees,
                  which an indemnified party may incur resulting directly or
                  indirectly, wholly or partly from Lessee's actions or
                  omissions with regard to Lessee's obligations under this
                  Article.

         (k)      SURVIVAL. This Article shall survive the expiration or earlier
                  termination of this lease. Lessee's failure to abide by the
                  terms of this Article shall be restrainable or enforceable, as
                  the case may be, by injunction.

         (l)      INTERPRETATION. The obligations imposed upon Lessee under
                  subparagraphs (a) through (j) above are in addition to and are
                  not intended to limit, but to expand upon, the obligations
                  imposed upon Lessee under this Article 5. As used in this
                  Article, the term "Contaminants" shall include, without
                  limitation, any regulated substance, toxic substance,
                  hazardous substance, hazardous waste, pollution, pollutant,
                  contaminant, petroleum, asbestos or polychlorinated biphenyls,
                  as defined or referred to in any Environmental Laws. Where a
                  law or regulation defines any of these terms more broadly then
                  another, the broader definition shall apply.


6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

         Lessee shall not, without first obtaining the written consent of
         Lessor, make any alterations, additions or improvements in, to or about
         the Premises.


7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:

         Lessee shall not do or suffer anything to be done on the Premises which
         will increase the rate of fire insurance on the Building.


                                       5
<PAGE>

8.       ASSIGNMENT AND SUBLEASE:

         Provided Lessee is not in default of any provisions of this Lease,
         Lessee may assign or sublease the within Lease to any party subject to
         the following:

         a.       In the event Lessee desires to assign this Lease or sublease
                  all or part of the Premises to any other party, the terms and
                  conditions of such assignment or sublease shall be
                  communicated to the Lessor in writing no less than ninety (90)
                  days prior to the effective date of any such sublease or
                  assignment, and, prior to such effective date, the Lessor
                  shall have the option, exercisable in writing to the Lessee,
                  to: (i) sublease such space from Lessee at the lower rate of
                  (a) the rental rate per rentable square foot of Fixed Basic
                  Rent and Additional Rent then payable pursuant to this Lease
                  or (b) the terms set forth in the proposed sublease, (ii)
                  recapture in the case of subletting, that portion of the
                  Premises to be sublet or all of the Premises in the case of an
                  assignment ("Recapture Space") so that such prospective
                  sublessee or assignee shall then become the sole Lessee of
                  Lessor hereunder, or (iii) recapture the Recapture Space for
                  Lessor's own use and the within Lessee shall be fully released
                  from any and all obligations hereunder with respect to the
                  Recapture Space.

         b.       In the event that the Lessor elects not to recapture the Lease
                  or relet the Premises as hereinabove provided, the Lessee may
                  nevertheless assign this Lease or sublet the whole or any
                  portion of the Premises, subject to the Lessor's prior written
                  consent, which consent shall not be unreasonably withheld, on
                  the basis of the following terms and conditions:

                  i.       The Lessee shall provide to the Lessor the name and
                           address of the assignee or sublessee.

                  ii.      The assignee or sublessee shall assume, by written
                           instrument, all of the obligations of this Lease, and
                           a copy of such assumption agreement shall be
                           furnished to the Lessor within ten (10) days of its
                           execution. Any sublease shall expressly acknowledge
                           that said sublessee's rights against Lessor shall be
                           no greater than those of Lessee. Lessee further
                           agrees that notwithstanding any such subletting, no
                           other and further subletting of the Premises by
                           Lessee or any person claiming through or under Lessee
                           shall or will be made except upon compliance with and
                           subject to the provisions of this Article 8.

                  iii.     Each sublease shall provide that it is subject and
                           subordinate to this Lease and to the matters to which
                           this Lease is or shall be subordinate, and that in
                           the event of default by Lessee under this Lease,
                           Lessor may, at its option, take over all of the
                           right, title and interest of Lessee, as sublessor,
                           under such sublease, and such sublessee shall, at
                           Lessor's option, attorn to Lessor pursuant to the
                           then executory provisions of such sublease, except
                           that Lessor shall not (i) be liable for any previous
                           act or omission of Lessee under such sublease or,
                           (ii) be subject to any offset not expressly provided
                           in such sublease which theretofore accrued to such
                           sublease to which Lessor has not specifically
                           consented in writing or by any previous prepayment of
                           more than one month's rent.

                  iv.      The Lessee and each assignee shall be and remain
                           liable for the observance of all the covenants and
                           provisions of this Lease, including, but not limited
                           to, the payment of Fixed Basic Rent and Additional
                           Rent reserved herein, through the entire Term of this
                           Lease, as the same may be renewed, extended or
                           otherwise modified.

                  v.       The Lessee and any assignee shall promptly pay to
                           Lessor any consideration received for any assignment
                           and/or all of the rent, as and when received, in
                           excess of the Rent required to be paid by Lessee for
                           the area sublet computed on the basis of an average
                           square foot rent for the gross square footage Lessee
                           has leased.


                                       6

<PAGE>

                  vi.      In any event, the acceptance by the Lessor of any
                           rent from the assignee or from any of the subtenants
                           or the failure of the Lessor to insist upon a strict
                           performance of any of the terms, conditions and
                           covenants herein shall not release the Lessee herein,
                           nor any assignee assuming this Lease, from any and
                           all of the obligations herein during and for the
                           entire Term of this Lease.

                  vii.     In Lessor's reasonable judgment, the proposed
                           assignee or subtenant is engaged in a business or
                           activity, and the Premises, or the relevant part
                           thereof, will be used in a manner, which (a) is in
                           keeping with the then standard of the Building and
                           (b) is limited to the use of the Premises as general
                           offices.

                  viii.    The proposed assignee or subtenant shall be an entity
                           which has existed for at least one (1) year and is
                           not then an occupant of any part of the Building or
                           any other building then owned by Lessor within a
                           five-mile radius of the Building.

                  ix.      The proposed assignee or subtenant is not an entity
                           or a person with whom Lessor is or has been, within
                           the preceding twelve (12) month period, negotiating
                           to lease space in the Building.

                  x.       There shall not be more than one (1) subtenant in the
                           Premises.

                  xi.      Lessee shall not advertise the subtenancy for less
                           than the then current market rent per rentable square
                           foot for the Premises as though the Premises were
                           vacant.

                  xii.     Lessee shall not have (a) publicly advertised the
                           availability of the Premises without prior notice to
                           and approval by Lessor, nor shall any advertisement
                           state the name (as distinguished from the address) of
                           the Building or (b) listed the Premises for
                           subletting or assignment with other than a broker,
                           agent or representative who waives any entitlement to
                           a commission or other fee in the event of a
                           recapturing of the Premises;

                  xiii.    The proposed occupancy shall not, in Lessor's
                           reasonable opinion, increase the density of
                           population using the Demised Premises to exceed one
                           (1) person per 250 gross rentable square feet of
                           space or exceed the parking allocation presently
                           provided for in this Lease;

                  xiv.     The proposed assignee or subtenant shall only use the
                           Premises for general offices and shall not be engaged
                           in any of the following:

                           (a)      educational, including but not limited to,
                                    instructional facilities and correspondence
                                    schools;
                           (b)      employment agencies;
                           (c)      model agencies;
                           (d)      photographic studios or laboratories;
                           (e)      spas, health, physical fitness or exercise
                                    salons;
                           (f)      small loan offices;
                           (g)      real estate brokerage or real estate sales
                                    offices open to the general public or
                                    construction offices;
                           (h)      medical or dental facilities, including
                                    professional offices, treatment facilities,
                                    dispensaries or laboratories;
                           (i)      federal, state or local government offices;
                           (j)      so-called boiler room operations;
                           (k)      retail stock brokerage offices; and
                           (l)      religious organizations making facilities
                                    available to congregations for uses other
                                    than business purposes.

                  xv.      The proposed assignee or subtenant shall not be
                           entitled, directly or indirectly, to diplomatic or
                           sovereign immunity and shall be subject to the
                           service of process in, and the jurisdiction of, the
                           state courts of New Jersey.


                                       7

<PAGE>

                  xvi.     Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR
                           ($500.00) payment to cover its handling charges for
                           each request for consent to any sublet or assignment
                           prior to its consideration of the same. Lessee
                           acknowledges that its sole remedy with respect to any
                           assertion that Lessor's failure to consent to any
                           sublet or assignment is unreasonable shall be the
                           remedy of specific performance and Lessee shall have
                           no other claim or cause of action against Lessor as a
                           result of Lessor's actions in refusing to consent
                           thereto.

         c.       If Lessee is a corporation other than a corporation whose
                  stock is listed and traded on a nationally recognized stock
                  exchange, the provisions of Sub-section a. shall apply to a
                  transfer (however accomplished, whether in a single
                  transaction or in a series of related or unrelated
                  transactions) of stock (or any other mechanism such as, by way
                  of example, the issuance of additional stock, a stock voting
                  agreement or change in class(es) of stock) which results in a
                  change of control of Lessee as if such transfer of stock (or
                  other mechanism) which results in a change of control of
                  Lessee were an assignment of this Lease, and if Lessee is a
                  partnership or joint venture, said provisions shall apply with
                  respect to a transfer (by one or more transfers) of an
                  interest in the distributions of profits and losses of such
                  partnership or joint venture (or other mechanism, such as, by
                  way of example, the creation of additional general partnership
                  or limited partnership interests) which results in a change of
                  control of such a partnership or joint venture, as if such
                  transfer of an interest in the distributions of profits and
                  losses of such partnership or joint venture which results in a
                  change of control of such partnership or joint venture were an
                  assignment of this Lease; but said provisions shall not apply
                  to transactions with a corporation into or with which Lessee
                  is merged or consolidated or to which all or substantially all
                  of Lessee's assets are transferred or to any corporation which
                  controls or is controlled by Lessee or is under common control
                  with Lessee, provided that in the event of such merger,
                  consolidation or transfer of all or substantially all of
                  Lessee's assets (i) the successor to Lessee has a net worth
                  computed in accordance with generally accepted accounting
                  principles at least equal to the greater of (1) the net worth
                  of Lessee immediately prior to such merger, consolidation or
                  transfer, or (2) the net worth of Lessee herein named on the
                  date of this Lease, and (ii) proof satisfactory to Lessor of
                  such net worth shall have been delivered to Lessor at least 10
                  days prior to the effective date of any such transaction.

         d.       In the event that any or all of Lessee's interest in the
                  Premises and/or this Lease is transferred by operation of law
                  to any trustee, receiver, or other representative or agent of
                  Lessee, or to Lessee as a debtor in possession, and
                  subsequently any or all of Lessee's interest in the Premises
                  and/or this Lease is offered or to be offered by Lessee or any
                  trustee, receiver, or other representative or agent of Lessee
                  as to its estate or property (such person, firm or entity
                  being hereinafter referred to as the "Grantor"), for
                  assignment, conveyance, lease, or other disposition to a
                  person, firm or entity other than Lessor (each such
                  transaction being hereinafter referred to as a "Disposition"),
                  it is agreed that Lessor has and shall have a right of first
                  refusal to purchase, take, or otherwise acquire, the same upon
                  the same terms and conditions as the Grantor thereof shall
                  accept upon such Disposition to such other person, firm, or
                  entity; and as to each such Disposition the Grantor shall give
                  written notice to Lessor in reasonable detail of all of the
                  terms and conditions of such Disposition within twenty (20)
                  days next following its determination to accept the same but
                  prior to accepting the same, and Grantor shall not make the
                  Disposition until and unless Lessor has failed or refused to
                  accept such right of first refusal as to the Disposition, as
                  set forth herein.

                  Lessor shall have sixty (60) days next following its receipt
                  of the written notice as to such Disposition in which to
                  exercise the option to acquire Lessee's interest by such
                  Disposition, and the exercise of the option by Lessor shall be
                  effected by notice to that effect sent to the Grantor; but
                  nothing herein shall require Lessor to accept a particular
                  Disposition or any Disposition, nor does the rejection of any
                  one such offer of first refusal constitute a waiver or release
                  of the obligation of the Grantor to submit other offers
                  hereunder to Lessor. In the event Lessor accept such offer of
                  first


                                       8

<PAGE>

                  refusal, the transaction shall be consummated pursuant to
                  the terms and conditions of the Disposition described in
                  the notice to Lessor. In the event Lessor rejects such offer
                  of first refusal, Grantor may consummate the Disposition with
                  such other person, firm, or entity; but any decrease in price
                  of more than two percent (2%) of the price sought from Lessor
                  or any change in the terms of payment for such Disposition
                  shall constitute a new transaction requiring a further option
                  of first refusal to be given to Lessor hereunder.

         e.       Without limiting any of the provisions of Articles 12 and 13,
                  if pursuant to the Federal Bankruptcy Code (herein referred to
                  as the "Code"), or any similar law hereafter enacted having
                  the same general purpose, Lessee is permitted to assign this
                  Lease notwithstanding the restrictions contained in this
                  Lease, adequate assurance of future performance by an assignee
                  expressly permitted under such Code shall be deemed to mean
                  the deposit of cash security in an amount equal to the sum of
                  one year's Fixed Basic Rent plus an amount equal to the
                  Additional Rent for the calendar year preceding the year in
                  which such assignment is intended to become effective, which
                  deposit shall be held by Lessor for the balance of the Term,
                  without interest, as security for the full performance of all
                  of Lessee's obligations under this Lease, to be held and
                  applied in the manner specified for security in Article 16.

         f.       Except as specifically set forth above, no portion of the
                  Premises or of Lessee's interest in this Lease may be acquired
                  by any other person or entity, whether by assignment,
                  mortgage, sublease, transfer, operation of law or act of the
                  Lessee, nor shall Lessee pledge its interest in this Lease or
                  in any security deposit required hereunder.

9.       COMPLIANCE WITH RULES AND REGULATIONS:

         Lessee shall observe and comply with the rules and regulations
         hereinafter set forth in Exhibit B attached hereto and made a part
         hereof and with such further reasonable rules and regulations as Lessor
         may prescribe, on written notice to the Lessee, for the safety, care
         and cleanliness of the Building and the comfort, quiet and convenience
         of other occupants of the Building. Lessee shall not place a load upon
         any floor of the Premises exceeding the floor load per square foot area
         which it was designed to carry and which is allowed by law. Lessor
         reserves the right to prescribe the weight and position of all safes,
         business machines and mechanical equipment. Such installations shall be
         placed and maintained by Lessee, at Lessee's expense, in settings
         sufficient, in Lessor's judgement, to absorb and prevent vibration,
         noise and annoyance.

10.      DAMAGES TO BUILDING:

         If the Building is damaged by fire or any other cause to such extent
         the cost of restoration, as reasonably estimated by Lessor, will equal
         or exceed twenty-five percent (25%) of the replacement value of the
         Building (exclusive of foundations) just prior to the occurrence of the
         damage, then Lessor may, no later than the sixtieth (60th) day
         following the date of damage, give Lessee a notice of election to
         terminate this Lease, or if the cost of restoration will equal or
         exceed fifty percent (50%) of such replacement value and if the
         Premises shall not be reasonably usable for the purpose for which they
         are leased hereunder, then Lessee may, no later than the sixtieth
         (60th) day following the date of damage, give Lessor a notice of
         election to terminate this Lease. In either said event of election,
         this Lease shall be deemed to terminate on the thirtieth (30th) day
         after the giving of said notice, and Lessee shall surrender possession
         of the Premises within a reasonable time thereafter, and the Fixed
         Basic Rent, and any Additional Rent, shall be apportioned as of the
         date of said surrender and any Fixed Basic Rent or Additional Rent paid
         for any period beyond said date shall be repaid to Lessee. If the cost
         of restoration shall not entitle Lessor to terminate this Lease, or if,
         despite the cost, Lessor does not elect to terminate this Lease, Lessor
         shall restore the Building and the Premises with reasonable promptness,
         subject to Force Majeure, and Lessee shall have no right to terminate
         this Lease. Lessor need not restore fixtures and improvements owned by
         Lessee.


                                       9

<PAGE>

         In any case in which use of the Premises is affected by any damage to
         the Building, there shall be either an abatement or an equitable
         reduction in Fixed Basic Rent, depending on the period for which and
         the extent to which the Premises are not reasonably usable for the
         purpose for which they are leased hereunder. The words "restoration"
         and "restore" as used in this Article 10 shall include repairs. If the
         damage results from the fault of the Lessee, Lessee's agents, servants,
         visitors or licensees, Lessee shall not be entitled to any abatement or
         reduction in Fixed Basic Rent, except to the extent of any rent
         insurance received by Lessor.

11.      EMINENT DOMAIN:

         If Lessee's use of the Premises is materially affected due to the
         taking by eminent domain of (a) the Premises or any part thereof or any
         estate therein; or (b) any other part of the Building; then, in either
         event, this Lease shall terminate on the date when title vests pursuant
         to such taking. The Fixed Basic Rent, and any Additional Rent, shall be
         apportioned as of said termination date and any Fixed Basic Rent or
         Additional Rent paid for any period beyond said date, shall be repaid
         to Lessee. Lessee shall not be entitled to any part of the award for
         such taking or any payment in lieu thereof, but Lessee may file a
         separate claim for any taking of fixtures and improvements owned by
         Lessee which have not become the Lessor's property, and for moving
         expenses, provided the same shall, in no way, affect or diminish
         Lessor's award. In the event of a partial taking which does not effect
         a termination of this Lease but does deprive Lessee of the use of a
         portion of the Premises, there shall either be an abatement or an
         equitable reduction of the Fixed Basic Rent, and an equitable
         adjustment reducing the Base Period Costs as hereinafter defined
         depending on the period for which and the extent to which the Premises
         so taken are not reasonably usable for the purpose for which they are
         leased hereunder.

12.      INSOLVENCY OF LESSEE:

         Either (a) the appointment of a receiver to take possession of all or
         substantially all of the assets of Lessee, or, (b) a general assignment
         by Lessee for the benefit of creditors, or, (c) any action taken or
         suffered by Lessee under any insolvency or bankruptcy act, shall
         constitute a default of this Lease by Lessee, and Lessor may terminate
         this Lease forthwith and upon notice of such termination Lessee's right
         to possession of the Premises shall cease, and Lessee shall then quit
         and surrender the Premises to Lessor but Lessee shall remain liable as
         hereinafter provided in Article 14 hereof.

13.      LESSOR'S REMEDIES ON DEFAULT:

         If Lessee defaults in the payment of Fixed Basic Rent, or any
         Additional Rent, or defaults in the performance of any of the other
         covenants and conditions hereof or permits the Premises to become
         deserted, abandoned or vacated, Lessor may give Lessee notice of such
         default, and if Lessee does not cure any Fixed Basic Rent or Additional
         Rent default within five (5) days or other default within fifteen (15)
         days after giving of such notice (or if such other default is of such
         nature that it cannot be completely cured within such period, if Lessee
         does not commence such curing within such fifteen (15) days and
         thereafter proceed with reasonable diligence and in good faith to cure
         such default), then Lessor may terminate this Lease on not less than
         ten (10) days notice to Lessee, and on the date specified in said
         notice, Lessee's right to possession of the Premises shall cease but
         Lessee shall remain liable as hereinafter provided. If this Lease shall
         have been so terminated by Lessor pursuant to Articles 12 or 13 hereof,
         Lessor may at any time thereafter resume possession of the Premises by
         any lawful means and remove Lessee or other occupants and their
         effects. Lessee shall pay to Lessor, on demand, such expenses as Lessor
         may incur, including, without limitation, court costs and reasonable
         attorney's fees and disbursements, in enforcing the performance of any
         obligation of Lessee under this Lease.


                                       10

<PAGE>

14.      DEFICIENCY:

         In any case where Lessor has recovered possession of the Premises by
         reason of Lessee's default, Lessor may, at Lessor's option, occupy the
         Premises or cause the Premises to be redecorated, altered, divided,
         consolidated with other adjoining premises or otherwise changed or
         prepared for reletting, and may relet the Premises or any part thereof,
         as agent of Lessee or otherwise, for a term or terms to expire prior
         to, at the same time as or subsequent to, the original Expiration Date
         of this Lease, at Lessor's option and receive the rent therefor. Rent
         so received shall be applied first to the payment of such expenses as
         Lessor may have incurred in connection with the recovery of possession,
         redecorating, altering, dividing, consolidating with other adjoining
         premises, or otherwise changing or preparing for reletting, and the
         reletting, including brokerage and reasonable attorney's fees, and then
         to the payment of damages in amounts equal to the Fixed Basic Rent and
         Additional Rent hereunder and to the costs and expenses of performance
         of the other covenants of Lessee as herein provided. Lessee agrees, in
         any such case, whether or not Lessor has relet, to pay to Lessor
         damages equal to the Fixed Basic Rent and Additional Rent from the date
         of such default to the date of expiration of the term demised and other
         sums herein agreed to be paid by Lessee, less the net proceeds of the
         reletting, if any, received by Lessor during the remainder of the
         unexpired term hereof, as ascertained from time to time, and the same
         shall be payable by Lessee on the several rent days above specified.
         Lessee shall not be entitled to any surplus accruing as a result of any
         such reletting. In reletting the Premises as aforesaid, Lessor may
         grant rent concessions, and Lessee shall not be credited therewith. No
         such reletting shall constitute a surrender and acceptance or be deemed
         evidence thereof. If Lessor elects, pursuant hereto, actually to occupy
         and use the Premises or any part thereof during any part of the balance
         of the Term as originally fixed or since extended, there shall be
         allowed against Lessee's obligation for rent or damages as herein
         defined, during the period of Lessor's occupancy, the reasonable value
         of such occupancy, not to exceed, in any event, the Fixed Basic Rent
         and Additional Rent herein reserved and such occupancy shall not be
         construed as a release of Lessee's liability hereunder.

         Alternatively, in any case where Lessor has recovered possession of the
         Premises by reason of Lessee's default, Lessor may at Lessor's option,
         and at any time thereafter, and without notice or other action by
         Lessor, and without prejudice to any other rights or remedies it might
         have hereunder or at law or equity, become entitled to recover from
         Lessee, as Damages for such breach, in addition to such other sums
         herein agreed to be paid by Lessee, to the date of re-entry, expiration
         and/or dispossess, an amount equal to the difference between the Fixed
         Basic Rent and Additional Rent reserved in this Lease from the date of
         such default to the date of Expiration of the original Term demised and
         the then fair and reasonable rental value of the Premises for the same
         period. Said Damages shall become due and payable to Lessor immediately
         upon such breach of this Lease and without regard to whether this Lease
         be terminated or not, and if this Lease be terminated, without regard
         to the manner in which it is terminated. In the computation of such
         Damages, the difference between an installment of Fixed Basic Rent and
         Additional Rent thereafter becoming due and the fair and reasonable
         rental value of the Premises for the period for which such installment
         was payable shall be discounted to the date of such default at the rate
         of not more than six percent (6%) per annum.

         Lessee hereby waives all right of redemption to which Lessee or any
         person under Lessee might be entitled by any law now or hereafter in
         force.

         Lessor's remedies hereunder are in addition to any remedy allowed by
         law.

15.      SUBORDINATION OF LEASE:

         This Lease shall, at Lessor's option, or at the option of any holder of
         any underlying lease or holder of any mortgages or trust deed, be
         subject and subordinate to any such underlying leases and to any such
         mortgages or trust deed which may now or hereafter affect the real
         property of which the Premises form a part, and also to all renewals,
         modifications, consolidations and replacements of said underlying
         leases and said mortgages or trust deed. Although no instrument or act
         on the part of Lessee shall be necessary to effectuate such


                                       11

<PAGE>

         subordination, Lessee will, nevertheless, execute and deliver such
         further instruments confirming such subordination of this Lease as may
         be desired by the holders of said mortgages or trust deed or by any of
         the lessor's under such underlying leases. Lessee hereby appoints
         Lessor attorney-in-fact, irrevocably, to execute and deliver any such
         instrument for Lessee. If any underlying lease to which this Lease is
         subject terminates, Lessee shall, on timely request, attorn to the
         owner of the reversion.

16.      SECURITY DEPOSIT:

         Lessee shall deposit with Lessor on the signing of this Lease, the
         Security Deposit as defined in the Preamble for the full and faithful
         performance of Lessee's obligations under this Lease, including without
         limitation, the surrender of possession of the Premises to Lessor as
         herein provided. If Lessor applies any part of said Security Deposit to
         cure any default of Lessee, Lessee shall, on demand, deposit with
         Lessor the amount so applied so that Lessor shall have the full
         Security Deposit on hand at all times during the Term of this Lease. In
         the event a bona fide sale, subject to this Lease, Lessor shall have
         the right to transfer the Security Deposit to the vendee, and Lessor
         shall be considered released by Lessee from all liability for the
         return of the Security Deposit; and lessee agrees to look solely to the
         new lessor for the return of the Security Deposit, and it is agreed
         that this shall apply to every transfer or assignment made of the
         Security Deposit to the new lessor. Provided this Lease is not in
         default, the Security Deposit (less any portions thereof used, applied
         or retained by Lessor in accordance with the provisions of this Article
         16), shall be returned to Lessee after the expiration or sooner
         termination of this Lease and after delivery of the entire Premises to
         Lessor in accordance with the provisions of this Lease. Lessee
         covenants that it will not assign or encumber or attempt to assign or
         encumber the Security Deposit and Lessor shall not be bound by any such
         assignment, encumbrance or attempt thereof.

         In the event of the insolvency of Lessee, or in the event of the entry
         of a judgement in any court against Lessee which is not discharged
         within thirty (30) days after entry, or in the event a petition is
         filed by or against Lessee under any chapter of the bankruptcy laws of
         the State of New Jersey or the United States of America, then in such
         event, Lessor may require the Lessee to deposit additional security in
         an amount which in Lessor's sole judgement would be sufficient to
         adequately assure Lessee's performance of all of its obligations under
         this Lease including all payments subsequently accruing. Failure of
         Lessee to deposit the security required by this Article 16 within ten
         (10) days after Lessor's written demand shall constitute a material
         breach of this Lease by Lessee.

17.      RIGHT TO CURE LESSEE'S BREACH:

         If Lessee breaches any covenant or condition of this Lease, Lessor may,
         on reasonable notice to Lessee (except that no notice need be given in
         case of emergency), cure such breach at the expense of Lessee and the
         reasonable amount of all expenses, including attorney's fees, incurred
         by Lessor in so doing (whether paid by Lessor or not) shall be deemed
         Additional Rent payable on demand.

18.      MECHANIC'S LIENS:

         Lessee shall, within fifteen (15) days after notice from Lessor,
         discharge or satisfy by bonding or otherwise any mechanic liens for
         materials or labor claimed to have been furnished to the Premises on
         Lessee's behalf.

19.      RIGHT TO INSPECT AND REPAIR:

         Lessor may enter the Premises but shall not be obligated to do so
         (except as required by any specific provision of this Lease) at any
         reasonable time on reasonable notice to Lessee (except that no notice
         need be given in case of emergency) for the purpose of inspection or
         the making of such repairs, replacement or additions in, to, on and
         about the Premises or the Building, as Lessor deems necessary or
         desirable. Lessee shall have no claims or cause of


                                       12

<PAGE>

         action against Lessor by reason thereof. In no event shall Lessee have
         any claim against Lessor for interruption of Lessee's business, however
         occurring, including but not limited to that arising from the
         negligence of Lessor, its agents, servants or invitees, or from
         defects, errors or omissions in the construction or design of the
         Premises and/or the Building, including the structural and
         non-structural portions thereof.

20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:

         Subject to intervening laws, ordinances, regulations and executive
         orders, while Lessee is not in default under any of the provisions of
         this Lease, Lessor agrees to furnish, except on holidays, as set forth
         on Exhibit E attached hereto and made a part hereof:

         a.       The cleaning services, as set forth on Exhibit D attached
                  hereto and made a part hereof, and subject to the conditions
                  therein stated. Except as set forth on Exhibit D, Lessee shall
                  pay the cost of all other cleaning services required by
                  Lessee.

         b.       Heating, ventilating and air conditioning (herein "HVAC") as
                  appropriate for the season, and as set forth on Exhibit C-1,
                  attached hereto and made a part hereof, together with Common
                  Facilities lighting and electric energy all during Building
                  Hours, as defined in the Preamble.

         c.       Cold and hot water for drinking and lavatory purposes.

         d.       Elevator service during Building Hours (if the Building
                  contains an elevator or elevators for the use of the occupants
                  thereof).

         e.       Restroom supplies and exterior window cleaning when reasonably
                  required.

         f.       Notwithstanding the requirements of Exhibit C-1 (as to HVAC)
                  or D or any other provision of this Lease, Lessor shall not be
                  liable for failure to furnish any of the aforesaid services
                  when such failure is due to Force Majeure, as hereinafter
                  defined. Lessor shall not be liable, under any circumstances,
                  including, but not limited to, that arising from the
                  negligence of Lessor, its agents, servants or invitees, or
                  from defects, errors or omissions in the construction or
                  design of the Premises and/or the Building, including the
                  structural and non-structural portions thereof, for loss of or
                  injury to Lessee or to property, however occurring, through or
                  in connection with or incidental to the furnishings of, or
                  failure to furnish, any of the aforesaid services or for any
                  interruption to Lessee's business, however occurring.

21.      INTERRUPTION OF SERVICES OR USE:

         Interruption or curtailment of any service maintained in the Building
         or at the Office Building Area, if caused by Force Majeure, as
         hereinafter defined, shall not entitle Lessee to any claim against
         Lessor or to any abatement in rent, and shall not constitute a
         constructive or partial eviction, unless Lessor fails to take measures
         as may be reasonable under the circumstances to restore the service
         without undue delay. If the Premises are rendered untenantable in whole
         or in part, for a period of ten (10) consecutive business days, by the
         making of repairs, replacements or additions, other than those made
         with Lessee's consent or caused by misuse or neglect by Lessee, or
         Lessee's agents, servants, visitors or licensees, there shall be a
         proportionate abatement of Rent from and after said tenth (10th)
         consecutive business day and continuing for the period of such
         untenantability. In no event, shall Lessee be entitled to claim a
         constructive eviction from the Premises unless Lessee shall first have
         notified Lessor in writing of the condition or conditions giving rise
         thereto, and if the complaints be justified, unless Lessor shall have
         failed, within a reasonable time after receipt of such notice, to
         remedy, or commence and proceed with due diligence to remedy such
         condition or conditions, all subject to Force Majeure as hereinafter
         defined.


                                       13

<PAGE>

22.      BUILDING STANDARD OFFICE ELECTRICAL SERVICE:

         The cost of electric current which is supplied by the Lessor for use by
         the Lessee in the Premises, other than for heating or air conditioning
         purposes, shall be reimbursed to the Lessor at terms, classification
         and rates normally charged by the public utilities corporation serving
         that part of the municipality where the subject Premises are located.

         a.       From and after the Commencement Date, Lessee agrees to pay as
                  Additional Rent an estimated electrical charge of $.10 per
                  square foot per month, payable on the first day of each and
                  every month, until such time as an electrical survey can be
                  performed pursuant to Article 22(b) below.

         b.       Lessee agrees that an independent electrical engineering
                  consultant shall make a survey of electric power demand of the
                  electric lighting fixtures and the electric equipment of
                  Lessee used in the Premises to determine the average monthly
                  electric consumption thereof, and the costs of said survey
                  shall be borne by Lessee. The findings of said consultant as
                  to the average monthly electric consumption of Lessee shall,
                  unless objected to by Lessee within forty-five (45) days, be
                  conclusive and binding on Lessor and Lessee. After Lessor's
                  consultant has submitted its report, Lessee shall pay to
                  Lessor, within ten (10) days after demand therefor by Lessor,
                  the amount (based on the monthly consumption found by such
                  consultant) as owing from the Lease Term's Commencement Date,
                  and the then expired months, to include the then current month
                  and thereafter adjusted for the estimated electrical charges
                  already paid pursuant to Article 22(a), on the first day of
                  every month, in advance, the amount set forth as the monthly
                  consumption in said report. Said amounts shall be treated as
                  Additional Rent due hereunder. Proportionate sums shall be
                  payable for periods of less than a full month if the Term
                  commences or ends on any other than the first or last day of
                  the month. If Lessee objects to said findings, Lessee shall
                  nevertheless pay and continue to pay the amount determined by
                  Lessor's consultant until the issue is finally resolved, but
                  Lessee may, at its expense, seek the services of an
                  independent electrical consultant who shall make a survey as
                  provided above. If Lessor's and Lessee's consultant cannot
                  agree as to Lessee's consumption within thirty (30) days of
                  Lessee's consultant's findings either Lessor or Lessee may
                  request the American Arbitration Association in Somerset, New
                  Jersey to appoint an electrical engineering consultant whose
                  decision shall be final and binding on Lessor and Lessee, and
                  whose cost shall be shared equally. Upon the issue being
                  finally resolved, any overpayment made by Lessee shall be
                  promptly refunded.

         c.       In the event that there shall be an increase or decrease in
                  the rate schedule (including surcharges or demand
                  adjustments), of the public utility for the supply of Building
                  Standard Office Electrical Service, or the imposition of any
                  tax with respect to such service or increase in any such tax
                  following the Lease Term's commencement, the Additional Rent
                  payable hereunder shall be adjusted equitably to reflect the
                  increase or decrease in rate or imposition or increase in the
                  aforesaid tax. All computations shall be made on the basis of
                  Lessee's surveyed usage as if a meter exclusively measuring
                  such usage to the Premises was in place.

         d.       Lessee covenants that it shall notify Lessor immediately upon
                  the introduction of any office equipment or lighting different
                  from that on the Premises as of Lessor's electrical survey or
                  in addition to the aforesaid equipment or lighting on the
                  Premises as of said survey. The introduction of any new or
                  different equipment or lighting shall be cause for, at
                  Lessor's election, a resurveying of the Premises at Lessee's
                  expense. Lessor reserves the right to inspect the Premises to
                  insure compliance with this provision.

         e.       Lessor shall not be liable in any way to Lessee for any loss,
                  damage or expense which Lessee may sustain or incur as a
                  result of any failure, defect or change in the quantity or
                  character of electrical energy available for redistribution to
                  the Premises pursuant to this Article 22 nor for any
                  interruption in the supply, and Lessee agrees that such supply
                  may be interrupted for inspection, repairs and replacement and
                  in emergencies. In any event, the full measure of Lessor's
                  liability for any interruption in the supply due to Lessor's
                  acts or omissions shall be an abatement of Fixed Basic


                                       14
<PAGE>

                  Rent and Additional Rent, unless Lessor fails to take such
                  measures as may be reasonable under the circumstances to
                  restore such service without undue delay. In no event shall
                  Lessor be liable for any business interruption suffered by
                  Lessee.

         f.       Lessor, at Lessee's expense, shall furnish and install all
                  replacement lighting tubes, lamps, ballasts and bulbs required
                  in the Premises. Lessee, however, shall have the right to
                  furnish and/or install any or all of the items mentioned in
                  this Article 22(f).

         g.       Lessee's use of electrical service as contemplated herein
                  shall be during Building Hours, and any use in excess of said
                  Building Hours shall result in an adjustment as set forth in
                  Article 22(a) hereof to reflect such additional consumption.


23.      ADDITIONAL RENT:

         It is expressly agreed that Lessee will pay in addition to the Fixed
         Basic Rent provided in Article 3 hereof, an Additional Rent to cover
         Lessee's Percentage as defined in the Preamble, of the increased cost
         to Lessor, for each of the categories enumerated herein, over the "Base
         Period Costs", as defined in the Preamble for said categories.

         a.       OPERATING COST ESCALATION -- If the Operating Costs incurred
                  for the Building in which the Premises are located and Office
                  Building Area for any Lease Year or Partial Lease Year during
                  the Lease Term shall be greater than the Base Operating Costs
                  (adjusted proportionately for periods less than a Lease Year),
                  then Lessee shall pay to Lessor, as Additional Rent, Lessee's
                  Percentage of all such excess Operating Costs. Operating Costs
                  shall include, by way of illustration and not of limitation:
                  personal property taxes; management fees; labor, including all
                  wages and salaries; social security taxes, and other taxes
                  which may be levied against Lessor upon such wages and
                  salaries; supplies; repairs and maintenance; maintenance and
                  service contracts; painting; wall and window washing; laundry
                  and towel service; tools and equipment (which are not required
                  to be capitalized for federal income tax purposes); fire and
                  other insurance; trash removal; lawn care; snow removal and
                  all other items properly constituting direct operating costs
                  according to standard accounting practices (hereinafter
                  collectively referred to as the "Operating Costs"), but not
                  including depreciation of Building or equipment; interest;
                  income or excess profits taxes; costs of maintaining the
                  Lessor's corporate existence; franchise taxes; any
                  expenditures required to be capitalized for federal income tax
                  purposes, unless said expenditures are for the purpose of
                  reducing Operating Costs within the Building and Office
                  Building Area, or those which under generally applied real
                  estate practice are expensed or regarded as deferred expenses
                  or are required under any governmental or quasi-governmental
                  law, statute, ordinance, rule, order, requirements or
                  regulation, in which event the costs thereof shall be
                  included. The Base Operating Costs shall as be as defined in
                  the Preamble.

         b.       FUEL, UTILITIES AND ELECTRIC COST ESCALATION (hereinafter
                  referred to as "Utility and Energy Costs") -- If the Utility
                  and Energy Costs, including any fuel surcharges or adjustments
                  with respect thereto, incurred for water, sewer, gas,
                  electric, other utilities and heating, ventilating and air
                  conditioning for the Building, to include all leased and
                  leasable areas (not separately billed or metered within the
                  Building) and Common Facilities electric, lighting, water,
                  sewer and other utilities for the Building and Office Building
                  Area, for any Lease Year or Partial Lease Year, during the
                  Term, shall be greater than the Base Utility and Energy Costs
                  (adjusted proportionately for periods less than a Lease Year),
                  then Lessee shall pay to Lessor as Additional Rent, Lessee's
                  Percentage as hereinafter defined, of all such excess Utility
                  and Energy Costs. As used in this Article 23, the Base Utility
                  and Energy Costs shall be as defined in the Preamble.

         c.       TAX ESCALATION -- If the Real Estate Taxes for the Building
                  and Office Building Area at which the Premises are located for
                  any Lease Year Partial Lease Year, during the Lease Term,
                  shall be greater than the Base Real Estate Taxes (adjusted
                  proportionately for periods less than a Lease Year), then
                  Lessee shall pay to Lessor


                                       15
<PAGE>

                  as Additional Rent, Lessee's Percentage as hereinafter
                  defined, of all such excess Real Estate Taxes.

                  As used in this Article 23(c), the words and terms which
                  follow mean and include the following:

                  i.       "Base Real Estate Taxes" shall be as defined in the
                           Preamble.

                  ii.      "Real Estate Taxes" shall mean the property taxes and
                           assessments imposed upon the Building and Office
                           Building Area, or upon the rent, as such, payable to
                           the Lessor, including, but not limited to, real
                           estate, city, county, village, school and transit
                           taxes, or taxes, assessments, or charges levied,
                           imposed or assessed against the Building and Office
                           Building Area by any other taxing authority, whether
                           general or specific, ordinary or extraordinary,
                           foreseen or unforeseen. If due to a future change in
                           the method of taxation, any franchise, income or
                           profit tax shall be levied against Lessor in
                           substitution for, or in lieu of, or in addition to,
                           any tax which would otherwise constitute a Real
                           Estate Tax, such franchise, income or profit tax
                           shall be deemed to be a Real Estate Tax for the
                           purposes hereof; conversely, any additional real
                           estate tax hereafter imposed in substitution for, or
                           in lieu of, any franchise, income or profit tax
                           (which is not in substitution for, or in lieu of, or
                           in addition to, a Real Estate Tax as hereinbefore
                           provided) shall not be deemed a Real Estate Tax for
                           the purposes hereof.

         d.       LEASE YEAR -- As used in this Article 23, Lease Year shall
                  mean a calendar year. Any portion of the Term which is less
                  than a Lease Year as hereinbefore defined, that is, from the
                  Commencement Date through the following December 31, and from
                  the last January 1, falling within the Term to the end of the
                  Term, shall be deemed a "Partial Lease Year". Any reference in
                  this Lease to a Lease Year shall, unless the context clearly
                  indicates otherwise, be deemed to be a reference to a Partial
                  Lease Year if the period in question involves a Partial Lease
                  Year.

         e.       PAYMENT -- At any time, and from time to time, after the
                  establishment of the Base Period Costs for each of the
                  categories referred to above, Lessor shall advise Lessee in
                  writing of Lessee's Percentage share with respect to each of
                  the categories as estimated for the next twelve (12) month
                  period (or proportionate part thereof if the last period prior
                  to the Lease's expiration is less than twelve (12) months) as
                  then known to the Lessor, and thereafter, the Lessee shall pay
                  as Additional Rent, Lessee's Percentage share of these costs
                  for the then current period affected by such advice (as the
                  same may be periodically revised by Lessor as additional costs
                  are incurred) in equal monthly installments, such new rates
                  being applied to any months, for which the Fixed Basic Rent
                  shall have already been paid which are affected by the
                  Operating Cost Escalation and/or Utility and Energy Cost
                  Escalation and/or Tax Escalation Costs above referred to, as
                  well as the unexpired months of the current period, the
                  adjustment for the then expired months to be made at the
                  payment of the next succeeding monthly rental, all subject to
                  final adjustment at the expiration of each Lease Year as
                  defined in Article 23(d) hereof (or Partial Lease Year if the
                  last period prior to the Lease's termination is less than
                  twelve (12) months). However, Lessor shall be reimbursed by
                  Lessee monthly during the first year of the Term for
                  additional Utility and Energy Cost Escalations resulting from
                  an increase in the monthly rate over the Base Utility Rate.

                  In the event the last period prior to the Lease's termination
                  is less than twelve (12) months, the Base Period Costs during
                  said period shall be proportionately reduced to correspond to
                  the duration of said final period.

         f.       BOOKS AND REPORTS -- For the protection of Lessee, Lessor
                  shall maintain books of account which shall be open to Lessee
                  and its representatives at all reasonable times so that Lessee
                  can determine that such Operating, Utility and Energy and Real
                  Estate Tax Costs have, in fact, been paid or incurred.
                  Lessee's representatives shall mean only (i) Lessee's
                  employees or (ii) a Certified Public Accounting firm, and
                  neither Lessee's employees nor any Certified Public Accounting
                  firm shall be permitted to


                                       16
<PAGE>

                  (i) perform such inspection and/or audit on a contingency
                  basis, or (ii) perform such an inspection and/or audit for any
                  other tenant in the Building. At Lessor's request, Lessee
                  shall execute a confidentiality agreement reasonably
                  acceptable to Lessor prior to any examination of Lessor's
                  books and records. In the event Lessee disputes any one or
                  more of said charges, Lessee shall attempt to resolve such
                  dispute with Lessor, provided that if such dispute shall not
                  be satisfactorily settled between Lessor and Lessee, the
                  dispute shall be referred by either party to an independent
                  certified public accountant to be mutually agreed upon, and if
                  such an accountant cannot be agreed upon, The American
                  Arbitration Association may be asked by either party to select
                  an arbitrator, whose decision on the dispute will be final and
                  binding upon both parties, who shall jointly share any cost of
                  such arbitration. Pending resolution of said dispute the
                  Lessee shall pay to Lessor the sum so billed by Lessor subject
                  to its ultimate resolution as aforesaid.

         g.       RIGHT OF REVIEW -- Once Lessor shall have finally determined
                  said Operating, Utility and Energy or Real Estate Tax Costs at
                  the expiration of a Lease Year, then as to the item so
                  established, Lessee shall only be entitled to dispute said
                  charge as finally established for a period of six (6) months
                  after such charge is finally established, and Lessee
                  specifically waives any right to dispute any such charge at
                  the expiration of said six (6) month period.

         h.       OCCUPANCY ADJUSTMENT -- If, with respect to Operating Cost
                  Escalation, as established in Article 23(a) hereof, and
                  Utility and Energy Cost Escalation, as established in Article
                  23(b) hereof, the Building is less than eighty-five percent
                  (85%) occupied during the establishment of the respective Base
                  Periods, then the Base Costs incurred with respect to said
                  Operating Cost or Utility and Energy Cost shall be adjusted
                  during any such period within the Base Period so as to reflect
                  eighty-five percent (85%) occupancy. Similarly, if during any
                  Lease Year or Partial Lease Year, subsequent to the Base
                  Period the Building is less than eighty-five percent (85%)
                  occupied, then the actual costs incurred for Operating Cost
                  and Utility and Energy Cost shall be increased during any such
                  period to reflect eighty-five percent (85%) occupancy so that
                  at all times after the Base Period the Operating Cost or
                  Utility and Energy Cost shall be actual costs, but in the
                  event less than eighty-five percent (85%) of the Building is
                  occupied during all or part of the Lease Year involved, the
                  Operating Cost or Utility and Energy Cost shall not be less
                  than that which would have been incurred had eighty-five
                  percent (85%) of the Building been occupied. The aforesaid
                  adjustment shall only be made with respect to those items that
                  are in fact affected by variations in occupancy levels.

24.      LESSEE'S ESTOPPEL:

         Lessee shall, from time to time, on not less that ten (10) days prior
         written request by Lessor, execute, acknowledge and deliver to Lessor a
         written statement certifying that the Lease is unmodified and in full
         force and effect, or that the Lease is in full force and effect as
         modified and listing the instruments of modification; the dates to
         which the rents and charges have been paid; and, to the best of
         Lessee's knowledge, whether or not Lessor is in default hereunder, and
         if so, specifying the nature of the default. It is intended that any
         such statement delivered pursuant to this Article 24 may be relied on
         by a prospective purchaser of Lessor's interest or mortgagee of
         Lessor's interest or assignee of any mortgage of Lessor's interest.
         Lessee shall also execute and deliver the form "Lessee Estoppel
         Certificate" attached hereto as Exhibit F.


25.      HOLDOVER TENANCY:

         If Lessee holds possession of the Premises after the Expiration Date of
         this Lease, Lessee shall (i) become a tenant from month to month under
         the provisions herein provided, but at twice the monthly fixed basic
         rental for the last month of the term plus the Additional Rent which
         shall continue as provided in the Lease which sum shall be payable in
         advance on the first day of each month, and without the requirement for
         demand or notice by Lessor to Lessee demanding delivery of possession
         of said Premises, and such tenancy shall continue


                                       17
<PAGE>

         until terminated by Lessor, or until Lessee shall have given to Lessor,
         at least sixty (60) days prior to the intended date of termination, a
         written notice of intent to terminate such tenancy, which termination
         date must be as of the end of a calendar month; and (ii) indemnify
         Lessor against loss or liability resulting from the delay by Lessee in
         so surrendering the Premises including, without limitation, any claims
         made by any succeeding occupant founded on such delay. Lessee's
         obligations under this Section shall survive the expiration or sooner
         termination of the Lease. The time limitations described in this
         Article 25 shall not be subject to extension for Force Majeure.


26.      RIGHT TO SHOW PREMISES:

         Lessor may show the Premises to prospective purchasers and mortgagees;
         and during the twelve (12) months prior to termination of this Lease,
         to prospective tenants, during Building Hours on reasonable notice to
         Lessee.


27.      LESSOR'S WORK - LESSEE'S DRAWINGS:

         a.       Lessor agrees that, prior to the commencement of the Term of
                  this Lease, it will do substantially all of the work in the
                  Premises in accordance with Exhibit C attached hereto and made
                  a part hereof.

         b.       Lessee will timely supply such drawings and information to
                  Lessor as set forth in Exhibit C. Any delay occasioned by
                  Lessee's failure to timely supply such drawings and
                  information shall not delay the Commencement Date of the Term
                  and Lessee's obligations hereunder, and the same shall
                  commence on the date the Premises would have been delivered to
                  Lessee pursuant to Article 2, but for Lessee's delay.

         c.       Lease commencement shall occur and the Commencement Date is
                  defined as that date when Lessor has done substantially all of
                  the work to be done by Lessor in accordance with Exhibit C,
                  unless Lessor has been precluded from completing said work as
                  a result of Lessee's acts or omissions including, but not
                  limited to, its failure to comply with Article 27(b) hereof.
                  Occupancy by Lessee or the delivery of a Certificate of
                  Occupancy by Lessor (if required pursuant to local law) shall
                  be prima facie evidence that Lessor has done substantially all
                  of the work.


28.      WAIVER OF TRIAL BY JURY:

         To the extent such waiver is permitted by law, the parties waive trial
         by jury in any action or proceeding brought in connection with this
         Lease or the Premises.


29.      LATE CHARGE:

         Anything in this Lease to the contrary notwithstanding, at Lessor's
         option, Lessee shall pay a "Late Charge" of eight percent (8%) of any
         installment of Fixed Basic Rent or Additional Rent paid more than five
         (5) days after the due date thereof, to cover the extra expense
         involved in handling delinquent payments, said Late Charge to be
         considered Additional Rent. The amount of the Late Charge to be paid by
         Lessee shall be reassessed and added to Lessee's obligations for each
         successive monthly period until paid.


30.      LESSEE'S INSURANCE:

         a.       Lessee covenants to provide at Lessee's cost and expense on or
                  before the earlier of (i) the Commencement Date, or (ii)
                  Lessee's taking actual possession for the purpose of
                  completing any improvement work, and to keep in full force and
                  effect during the entire Term and so long thereafter as
                  Lessee, or anyone claiming by, through or under Lessee, shall
                  occupy the Premises, insurance coverage as follows:


                                       18
<PAGE>

                  i.       Commercial General Liability insurance with
                           contractual liability endorsements with respect to
                           the Premises and the business of Lessee in which
                           Lessee shall be adequately covered under limits of
                           liability of not less than FIVE MILLION AND 00/100
                           DOLLARS ($5,000,000.00) combined single limit per
                           occurrence for bodily or personal injury (including
                           death) and property damage. Such insurance may be
                           carried (x) under a blanket policy covering the
                           Premises and other locations of Lessee, if any,
                           provided that each such policy shall in all respects
                           comply with this Article and shall specify that the
                           portion of the total coverage of such policy that is
                           allocated to the Premises is in the amounts required
                           pursuant to this Article 30 and (y) under a primary
                           liability policy of not less than ONE MILLION AND
                           00/100 DOLLARS ($1,000,000.00) and the balance under
                           an umbrella policy. Notwithstanding anything to the
                           contrary contained in this Lease, the carrying of
                           insurance by Lessee in compliance with this Article
                           30 shall not modify, reduce, limit or impair Lessee's
                           obligations and liability under Article 33 hereof.

                  ii.      Fire and Extended Coverage, Vandalism, Malicious
                           Mischief, Sprinkler Leakage and Special Extended
                           Coverage Insurance in an amount adequate to cover the
                           cost of replacement of all personal property,
                           decoration, trade fixtures, furnishings, equipment in
                           the Premises and all contents therein. Lessor shall
                           not be liable for any damage to such property of
                           Lessee by fire or other peril includable in the
                           coverage afforded by the standard form of fire
                           insurance policy with extended coverage endorsement
                           attached (whether or not such coverage is in effect),
                           no matter how caused, it being understood that the
                           Lessee will look solely to its insurer for
                           reimbursement.

                  iii.     Worker's Compensation Insurance in the minimum
                           statutory amount covering all persons employed by
                           Lessee.

                  iv.      Said limits shall be subject to periodic review and
                           Lessor reserves the right to increase said coverage
                           limits if, in the reasonable opinion of Lessor, said
                           coverage becomes inadequate and is less than that
                           commonly maintained by tenants in similar buildings
                           in the area by tenants making similar uses. On or
                           before the Commencement Date, and thereafter at
                           Lessor's request, Lessee shall provide Lessor
                           evidence of the insurance coverage required herein in
                           the form of a duplicate original insurance policy, an
                           insurance binder (countersigned by the insurer), or
                           Evidence of Insurance (in form ACORD 27 with respect
                           to property insurance and ACORD 25-S with respect to
                           liability insurance) for each of the insurance
                           policies Lessee is required to carry in compliance
                           with its obligations under this Lease.

         b.       All of the aforesaid insurance shall (i) name Lessor as an
                  additional insured; (ii) be written by one or more responsible
                  insurance companies licensed in the State of New Jersey
                  satisfactory to Lessor and in form satisfactory to Lessor;
                  (iii) contain endorsements substantially as follows: "It is
                  understood and agreed that the insurer will give to Lessor, or
                  any successor lessor, c/o Mack-Cali Realty Corporation, 11
                  Commerce Drive, Cranford, New Jersey, thirty (30) days prior
                  written notice of any material change in or cancellation of
                  this policy."; (iv) shall be written on an "occurrence" basis
                  and not on a "claims made" basis.

         c.       Lessee shall be solely responsible for payment of premium and
                  Lessor (or its designee) shall not be required to pay any
                  premium for such insurance. Lessee shall deliver to Lessor at
                  least fifteen (15) days prior to the expiration of such
                  policy, either a duplicate original or a certificate it being
                  the intention of the parties hereto that the insurance
                  required under the terms hereof shall be continuous during the
                  entire Term of this Lease and any other period of time during
                  which pursuant to the Term hereof, said insurance is required.
                  Any insurance carried by Lessee shall be in excess of and will
                  not contribute with the insurance carried by Lessor for
                  injuries or damage arising out of the Premises.


                                       19
<PAGE>

         d.       Lessee agrees, at its own cost and expense, to comply with all
                  rules and regulations of the National Fire Protection
                  Association (NFPA) National Fire Code. If, at any time or from
                  time to time, as a result of or in connection with any failure
                  by Lessee to comply with the foregoing sentence or any act or
                  omission or commission by Lessee, its employees, agents,
                  contractors or licensees, or a result of or in connection with
                  the use to which the Premises are put (notwithstanding that
                  such use may be for the purposes hereinbefore permitted or
                  that such use may have been consented to by Lessor), the fire
                  insurance rate(s) applicable to the Premises shall be higher
                  than that which would be applicable for a business office
                  legally permitted therein, Lessee agrees that it will pay to
                  Lessor as Additional Rent, such portion of the premiums for
                  all Lessor's fire insurance policies in force with respect to
                  the building and the contents of any occupant thereof as shall
                  be attributable to such higher rate(s).

         e.       Lessor makes no representation that the limits of liability
                  specified to be carried by Lessee or Lessor under the terms of
                  this Lease are adequate to protect Lessee against Lessee's
                  undertaking under this Article 30, and in the event Lessee
                  believes that any such insurance coverage called for under
                  this Lease is insufficient, Lessee shall provide, at is own
                  expense, such additional insurance as Lessee deems adequate.

         f.       In the event the Premises or its contents are damaged or
                  destroyed by fire or other insured casualty, (i) Lessor, to
                  the extent of the coverage of Lessor's policies of fire
                  insurance, hereby waives its rights, if any, against Lessee
                  with respect to such damage or destruction, even if said fire
                  or other casualty shall have been caused, in whole or in part,
                  by the negligence of Lessee, and (ii) Lessee, to the extent of
                  the coverage of Lessee's policies of fire insurance with
                  extended coverage, hereby waives its rights, if any, against
                  Lessor with respect to such damage, or destruction, even if
                  said fire or other casualty shall have been caused, in whole
                  or in part, by the negligence of Lessor; provided, however,
                  such waivers of subrogation shall only be effective with
                  respect to loss or damage occurring during such time as
                  Lessor's or Lessee's policies of fire insurance (as the case
                  may be) shall contain a clause or endorsement providing in
                  substance that the aforesaid waiver of subrogation shall not
                  prejudice the type and amount of coverage under such policies
                  or the right of Lessor or Lessee (as the case may be) to
                  recover thereunder. If, at any time, Lessor's or Lessee's
                  insurance carrier refuses to write insurance which contains a
                  consent to the foregoing waiver of subrogation, Lessor or
                  Lessee, as the case may be, shall notify the party thereof in
                  writing, and upon the giving of such notice, the provisions of
                  this Section shall be null and void as to any casualty which
                  occurs after such notice. If Lessor's or Lessee's insurance
                  carrier shall make a charge for the incorporation of the
                  aforesaid waiver of subrogation in its policies, then the
                  party requesting the waiver shall promptly pay such charge to
                  the other party upon demand. In the event the party requesting
                  their waiver fails to pay such charge upon demand, the other
                  party shall be released of its obligation to supply such
                  waiver.

         g.       Should Lessee fail to maintain the insurance coverage as set
                  forth in this Article 30, then Lessee shall be in default
                  hereunder and shall be deemed to have breached its covenants
                  as set forth herein.


31.      NO OTHER REPRESENTATIONS:

         No representations or promises shall be binding on the parties hereto
         except those representations and promises contained herein or in some
         future writing signed by the party making such representation(s) or
         promise(s).


32.      QUIET ENJOYMENT:

         Lessor covenants that if, and so long as, Lessee pays Fixed Basic Rent,
         and any Additional Rent as herein provided, and performs Lessee's
         covenants hereof, Lessor shall do nothing to affect Lessee's right to
         peaceably and quietly have, hold and enjoy the Premises for the Term
         herein mentioned, subject to the provisions of this Lease.


                                       20
<PAGE>

33.      INDEMNITY:

         Lessee shall defend, indemnify and save harmless Lessor and its agents
         against and from; (a) any and all claims (i) arising from (x) the
         conduct or management by Lessee, its subtenants, licensees, its or
         their employees, agents, contractors or invitees on the Premises or of
         any business therein, or (y) any work or thing whatsoever done, or any
         condition created (other than by Lessor for Lessor's or Lessee's
         account) in or about the Premises during the Term of this Lease, or
         during the period of time, if any, prior to the Commencement Date that
         Lessee may have been given access to the Premises, (z) any default by
         Lessee under the terms, covenants and conditions of this Lease or (ii)
         arising from any negligent or otherwise wrongful act or omission of
         Lessee or any of its subtenants or licensees or its or their employees,
         agents, contractors or invitees, and (b) all costs, expenses and
         liabilities including attorneys fees and disbursements incurred in or
         in connection with each such claim, action or proceeding brought
         thereon. In case any action or proceeding be brought against Lessor by
         reason of any such claim, Lessee, upon notice from Lessor, shall resist
         and defend such action or proceeding.


34.      ARTICLE HEADINGS:

         The article headings in this Lease and position of its provisions are
         intended for convenience only and shall not be taken into consideration
         in any construction or interpretation of this Lease or any of its
         provisions.


35.      APPLICABILITY TO HEIRS AND ASSIGNS:

         The provisions of this Lease shall apply to, bind and inure to the
         benefit of Lessor and Lessee, and their respective heirs, successors,
         legal representatives and assigns. It is understood that the term
         "Lessor" as used in this Lease means only the owner, a mortgagee in
         possession or a term lessee of the Building, so that in the event of
         any sale of the Building or of any lease thereof, or if a mortgagee
         shall take possession of the Premises, the Lessor herein shall be and
         hereby is entirely freed and relieved of all covenants and obligations
         of Lessor hereunder accruing thereafter, and it shall be deemed without
         further agreement that the purchaser, the term lessee of the Building,
         or the mortgagee in possession has assumed and agreed to carry out any
         and all covenants and obligations of Lessor hereunder.


36.      OUTSIDE PARKING SPACES:

         Lessee's occupancy of the Premises shall include the use of the number
         of outside parking spaces as set forth in the Preamble, all of which
         will be unassigned. Lessor shall not be responsible for any damage or
         theft of any vehicle in the parking area and shall not be required to
         keep parking spaces clear of unauthorized vehicles or to otherwise
         supervise the use of the parking area. Lessee shall, upon request,
         promptly furnish to Lessor the license numbers of the cars operated by
         Lessee and its subtenants, licensees, invitees, concessionaires,
         officers and employees. If any vehicle of the Lessee, or of any
         subtenant, licensee, concessionaire, or of their respective officers,
         agents or employees, is parked in any part of the Common Facilities
         other than the employee parking area(s) designated therefor by Lessor,
         Lessee shall pay to Lessor such penalty as may be fixed by Lessor from
         time to time. All amounts due under the provisions of this Article 36
         shall be deemed to be Additional Rent.


37.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY:

         Lessor shall not be liable for any loss of property from any cause
         whatsoever, including but not limited to theft or burglary from the
         Premises, and any such loss arising from the negligence of Lessor, its
         agents, servants or invitees, or from defects, errors or omissions in
         the construction or design of the Premises and/or the Building,
         including the structural and


                                       21
<PAGE>

         non-structural portions thereof, and Lessee covenants and agrees to
         make no claim for any such loss at any time.


38.      PARTIAL INVALIDITY:

         If any of the provisions of this Lease, or the application thereof to
         any person or circumstances, shall to any extent, be invalid or
         unenforceable, the remainder of this Lease, or the application of such
         provision or provisions to persons or circumstances other than those as
         to whom or which it is held invalid or unenforceable, shall not be
         affected thereby, and every provision of this Lease shall be valid and
         enforceable to the fullest extent permitted by law.


39.      LESSEE'S BROKER:

         Lessee represents and warrants to Lessor that its broker, as defined in
         the Preamble is the sole broker with whom Lessee has negotiated in
         bringing about this Lease and Lessee agrees to indemnify and hold
         Lessor and its mortgagee(s) harmless from any and all claims of other
         brokers and expenses in connection therewith arising out of or in
         connection with the negotiation of or the entering into this Lease by
         Lessor and Lessee. In no event shall Lessor's mortgagee(s) have any
         obligation to any broker involved in this transaction. In the event
         that no broker was involved as aforesaid, then Lessee represents and
         warrants to the Lessor that no broker brought about this transaction,
         and Lessee agrees to indemnify and hold Lessor harmless from any and
         all claims of any broker arising out of or in connection with the
         negotiations of, or entering into of, this Lease by Lessee and Lessor.


40.      PERSONAL LIABILITY:

         Notwithstanding anything to the contrary provided in this Lease, it is
         specifically understood and agreed, such agreement being a primary
         consideration for the execution of this Lease by Lessor, that there
         shall be absolutely no personal liability on the part of Lessor, its
         constituent members (to include but not be limited to, officers,
         directors, partners and trustees) their respective successors, assigns
         or any mortgagee in possession (for the purposes of this Article,
         collectively referred to as "Lessor"), with respect to any of the
         terms, covenants and conditions of this Lease, and that Lessee shall
         look solely to the equity of Lessor in the Building for the
         satisfaction of each and every remedy of Lessee in the event of any
         breach by Lessor of any of the terms, covenants and conditions of this
         Lease to be performed by Lessor, such exculpation of liability to be
         absolute and without any exceptions whatsoever.


41.      NO OPTION:

         The submission of this Lease Agreement for examination does not
         constitute a reservation of, or option for, the Premises, and this
         Lease Agreement becomes effective as a Lease Agreement only upon
         execution and delivery thereof by Lessor and Lessee.


42.      DEFINITIONS:

         a.       AFFILIATE -- Affiliate shall mean any corporation related to
                  Lessee as a parent, subsidiary or brother-sister corporation
                  so that such corporation and such party and other corporations
                  constitute a controlled group as determined under Section 1563
                  of the Internal Revenue Code of 1986, as amended and as
                  elaborated by the Treasury Regulations promulgated thereunder
                  or any business entity in which Lessee has more than a fifty
                  percent (50%) interest.

         b.       COMMON FACILITIES -- Common Facilities shall mean the
                  non-assigned parking areas; lobby; elevator(s); fire stairs;
                  public hallways; public lavatories; all other general Building
                  facilities that service all Building tenants; air conditioning
                  rooms; fan


                                       22
<PAGE>

                  rooms; janitors' closets; electrical closets; telephone
                  closets; elevator shafts and machine rooms; flues; stacks;
                  pipe shafts and vertical ducts with their enclosing walls.
                  Lessor may at any time close temporarily any Common Facilities
                  to make repairs or changes therein or to effect construction,
                  repairs or changes within the Building, or to discourage
                  non-tenant parking, and may do such other acts in and to the
                  Common Facilities as in its judgement may be desirable to
                  improve the convenience thereof, but shall always in
                  connection therewith, endeavor to minimize any inconvenience
                  to Lessee.

         c.       FORCE MAJEURE -- Force Majeure shall mean and include those
                  situations beyond Lessor's reasonable control, including by
                  way of example and not by way of limitation, acts of God;
                  accidents; repairs; strikes; shortages of labor, supplies or
                  materials; inclement weather; or, where applicable, the
                  passage of time while waiting for an adjustment or insurance
                  proceeds. Any time limits required to be met by either party
                  hereunder, whether specifically made subject to Force Majeure
                  or not, except those related to the payment of Fixed Basic
                  Rent or Additional Rent, shall, unless specifically stated to
                  the contrary elsewhere in this Lease, be automatically
                  extended by the number of days by which any performance called
                  for is delayed due to Force Majeure.

         d.       LESSEE'S PERCENTAGE -- The parties agree that Lessee's
                  Percentage, as defined in the Preamble, reflects and will be
                  continually adjusted to reflect the ratio of the gross square
                  feet of the area rented to Lessee (including an allocable
                  share of all Common Facilities) [the numerator] as compared
                  with the total number of gross square feet of the entire
                  Building (or additional buildings that may be constructed
                  within the Office Building Area) [the denominator] measured
                  outside wall to outside wall, but excluding therefrom any
                  storage areas. Lessor shall have the right to make changes or
                  revisions in the Common Facilities of the Building so as to
                  provide additional leasing area. Lessor shall also have the
                  right to construct additional buildings in the Office Building
                  Area for such purposes as Lessor may deem appropriate, and
                  subdivide the lands for that purpose if necessary, and upon so
                  doing, the Office Building Area shall become the subdivided
                  lot on which the Building in which the Premises is located.
                  However, if any service provided for in Article 23(a) or any
                  utility provided for in Article 23(b) is separately billed or
                  separately metered within the Building, then the square
                  footage so billed or metered shall be subtracted from the
                  denominator and the Lessee's proportionate share for such
                  service and/or utility shall be separately computed, and the
                  Base Costs for such item shall not include any charges
                  attributable to said square footage. Lessee understands that
                  as a result of changes in the layout of the Common Facilities
                  from time to time occurring due to, by way of example and not
                  by way of limitation, the rearrangement of corridors, the
                  aggregate of all Building tenant proportionate shares may be
                  equal to, less than or greater than one hundred percent
                  (100%).


43.      LEASE COMMENCEMENT:

         Notwithstanding anything contained herein to the contrary, if Lessor,
         for any reason whatsoever, including Lessor's negligence except as
         provided for in Article 27(b), cannot deliver possession of the
         Premises, as provided for in Article 27(a), to Lessee at the
         commencement of the agreed Term as set forth in Article 2, this Lease
         shall not be void or voidable, nor shall Lessor be liable to Lessee for
         any loss or damage resulting therefrom, but in that event, the Term
         shall be for the full term as specified above to commence from and
         after the date Lessor shall have delivered possession of the Premises
         to Lessee or from the date Lessor would have delivered possession of
         the Premises to Lessee but for Lessee's failure to timely supply to
         Lessor such drawings and/or information required by Exhibit C or for
         any other reason attributable to Lessee (herein the "Commencement
         Date") and to expire midnight of the day immediately preceding Term
         anniversary of the Commencement Date, and if requested by Lessor,
         Lessor and Lessee shall, ratify and confirm said Commencement and
         Expiration Dates by completing and signing Exhibit G attached hereto
         and made a part hereof.


                                       23
<PAGE>

44.      NOTICES:

         Any notice by either party to the other shall be in writing and shall
         be deemed to have been duly given only if (i) delivered personally or
         (ii) sent by registered mail or certified mail return receipt requested
         in a postage paid envelope addressed or (iii) sent by nationally
         recognized overnight delivery service, if to Lessee, at the above
         described Building; if to Lessor, at Lessor's address as set forth
         above; or, to either at such other address as Lessee or Lessor,
         respectively, may designate in writing. Notice shall be deemed to have
         been duly given, if delivered personally, on delivery thereof, if
         mailed, upon the tenth (10th) day after the mailing thereof or if sent
         by overnight delivery service, the next business day.

45.      ACCORD AND SATISFACTION:

         No payment by Lessee or receipt by Lessor of a lesser amount than the
         rent and additional charges payable hereunder shall be deemed to be
         other than a payment on account of the earliest stipulated Fixed Basic
         Rent and Additional Rent, nor shall any endorsement or statement on any
         check or any letter accompanying any check or payment for Fixed Basic
         Rent or Additional Rent be deemed an accord and satisfaction, and
         Lessor may accept such check or payment without prejudice to Lessor's
         right to recover the balance of such Fixed Basic Rent and Additional
         Rent or pursue any other remedy provided herein or by law.

46.      EFFECT OF WAIVERS:

         No failure by Lessor to insist upon the strict performance of any
         covenant, agreement, term or condition of this Lease, or to exercise
         any right or remedy consequent upon a breach thereof, and no acceptance
         of full or partial rent during the continuance of any such breach,
         shall constitute a waiver of any such breach or of such covenant,
         agreement, term or condition. No consent, or waiver, express or
         implied, by Lessor to or of any breach of any covenant, condition or
         duty of Lessee shall be construed as a consent or waiver to or of any
         other breach of the same or any other covenant, condition or duty,
         unless in writing signed by Lessor.

47.      LEASE CONDITION:

         This Lease is expressly conditioned upon Lessor receiving the consent
         and approval of Lessor's mortgagee to its term and provisions not later
         than thirty (30) days after its execution by Lessee, and delivery to
         Lessor. Should said consent not be received within the aforesaid time
         period, Lessor may, at Lessor's sole option, cancel this Lease and
         return the first month's Fixed Basic Rent and Security Deposit to
         Lessee, which Lessee has deposited with Lessor upon execution of this
         Lease, and thereafter the parties shall have no further obligations to
         each other with respect to this Lease.

48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:

         Lessee agrees to give any mortgagees and/or trust deed holders, by
         registered mail, a copy of any notice of default served upon Lessor,
         provided that, prior to such notice, Lessee has been notified in
         writing (by way of notice of assignment of rents and leases or
         otherwise) of the address of such mortgagees and/or trust deed holders.
         Lessee further agrees that, if Lessor shall have failed to cure such
         default within the time provided for in this Lease, then the mortgagees
         and/or trust deed holders shall have an additional thirty (30) days
         within which to cure such default, or if such default cannot be cured
         within that time, then such additional time as may be necessary, if
         within such thirty (30) days, any mortgagee and/or trust deed holder
         has commenced and is diligently pursuing the remedies necessary to cure
         such default (including but not limited to commencement of foreclosure
         proceedings if necessary to effect such cure), in which event this
         Lease shall not be terminated while such remedies are being so
         diligently pursued.


                                       24

<PAGE>

49.      LESSOR'S RESERVED RIGHT:

         Lessor and Lessee acknowledge that the Premises are in a Building which
         is not open to the general public. Access to the Building is restricted
         to Lessor, Lessee, their agents, employees and contractors and to their
         invited visitors. In the event of a labor dispute including a strike,
         picketing, informational or associational activities directed at Lessee
         or any other tenant, Lessor reserves the right unilaterally to alter
         Lessee's ingress and egress to the Building or make any change in
         operating conditions to restrict pedestrian, vehicular or delivery
         ingress and egress to a particular location.

50.      CORPORATE AUTHORITY:

         If Lessee is a corporation, Lessee represents and warrants that this
         Lease has been duly authorized and approved by the corporation's Board
         of Directors. The undersigned officers and representatives of the
         corporation represent and warrant that they are officers of the
         corporation with authority to execute this Lease on behalf of the
         corporation, and within fifteen (15) days of execution hereof, Lessee
         will provide Lessor with a corporate resolution confirming the
         aforesaid.

51.      AFTER-HOURS USE:

         Lessee shall be entitled to make use of said Standard Electric Service
         and HVAC beyond the Building Hours, at Lessee's sole cost and expense,
         provided Lessee shall notify the Lessor by 3:00 p.m. on the day that
         Lessee shall require said overtime use if said overtime use is required
         on any weekday, and by 3:00 p.m. on Friday for Saturday and/or Sunday
         overtime use. It is understood and agreed that Lessee shall pay the sum
         of FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour for air-conditioning
         service and THIRTY AND 00/100 DOLLARS ($30.00) per hour for heating
         services, plus such additional percentage increase of the aforesaid
         hourly sum computed by measuring the percentage increase between the
         rate in effect (including fuel surcharges or adjustments) during the
         month for which such overtime use is requested and the Base Rate. The
         Base Rate for purposes hereof shall be the average of the rates in
         effect (including surcharges and/or adjustments) during Calendar Year
         2000.

         In no event shall the Lessee pay less than the sum of FORTY-FIVE AND
         00/100 DOLLARS ($45.00) per hour for such overtime air-conditioning
         service or less than THIRTY AND 00/100 DOLLARS ($30.00) per hour for
         such overtime heating service.

52.      LESSEE'S EXPANSION/RELOCATION:

         The Lessor, in its sole discretion, shall have the right from time to
         time to change the location of the Premises to other space (the
         "Substituted Leased Premises") within the Building, subject to the
         terms and conditions set forth below.

         a.       The Substituted Leased Premises shall contain a minimum floor
                  area of approximately the same number of square feet as are
                  contained in the Premises; and the square footage of any
                  Common Facilities attributable to the Substituted Leased
                  Premises shall be approximately the same as that of the Common
                  Facilities attributable to the Premises.

         b.       If the total square footage comprised by the Substituted
                  Leased Premises and its attributable Common Facilities exceed
                  the total of the Premises and its attributable Common
                  Facilities, the Lessee shall not be required to pay any
                  increase in the Fixed Basic Rent and Lessee's Percentage shall
                  not be increased. If, however, such total square footage shall
                  be less, Lessee's Fixed Basic Rent and Lessee's Percentage
                  shall be decreased proportionately.

         c.       The Lessor shall give the Lessee not less than forty-five (45)
                  days prior notice of Lessor's decision to relocate the Lessee;
                  and the Lessee agrees that no later than


                                       25

<PAGE>

                  forty-five (45) days from the date of its receipt of such
                  notice it shall relocate to the Substituted Leased Premises.

         d.       The Lessor shall bear and pay for the cost and expense of any
                  such relocation; provided, however, that the Lessee shall not
                  be entitled to any compensation for damages for any
                  interference with or interruption of its business during or
                  resulting from such relocation. The Lessor shall make
                  reasonable efforts to minimize such interference.

         e.       In connection with any such relocation, the Lessor shall, at
                  its own cost and expense, furnish and install in (or, if
                  practicable, relocate to) the Substituted Leased Premises all
                  walls, partitions, floors, floor coverings, ceilings,
                  fixtures, wiring and plumbing, if any, (as distinguished from
                  trade fixtures, equipment, furniture, furnishings and other
                  personal property belonging to Lessee) required for the
                  Lessee's proper use and occupancy thereof, all of which items
                  shall be comparable in quality to those situated in the
                  Premises.

         f.       The payments of new monthly minimum rent shall commence on the
                  earlier of ten (10) days after Lessor has completed the
                  physical relocation and installation of permanent improvements
                  in the Substituted Leased Premises or the date that Lessee
                  first opens for business in the Substituted Leased Premises.

         g.       Lessor and Lessee shall promptly execute an amendment to this
                  Lease reciting the relocation of the Premises and any changes
                  in the monthly minimum rent payable hereunder.

53.      BUILDING PERMIT:

         This Lease is expressly conditioned upon Lessor obtaining a building
         permit from the appropriate government official for Lessee's Premises.
         Lessor hereby agrees to make application to said government official
         within five (5) days following the execution of the construction
         drawings for the Premises. As used herein, construction drawings shall
         mean the final plans and specifications required pursuant to Article
         27(b).

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals the day and year first above written.

LESSOR:                                           LESSEE:

OFFICE ASSOCIATES L.L.C.                          PURCHASESOFT, INC.

By:  Mack-Cali Realty, L.P., member

By:  Mack-Cali Realty Corporation,
     its general partner

          /s/  James G. Nugent                            /s/  Terry J. Bartz
By:  _______________________________              By:  _________________________
     James G. Nugent                                   Name:  Terry J. Bartz
     Senior Vice President - Leasing                   Title: VP/General Counsel


                                       26

<PAGE>

                                   EXHIBIT A-1

                              OFFICE BUILDING AREA

DESCRIPTION OF PREMISES, situated in the BOROUGH OF ROSELAND, ESSEX COUNTY, NEW
JERSEY.

BEGINNING at a point on the Northerly right-of-way line of State Highway Route
280, where the same is intersected by the Easterly line of the Public Service
Electric and Gas Company right-of-way;

Thence(1)         running along the said Northerly line of Route 280 South 53E -
                  15', 4" East, 210.37' to a point;

Thence(2)         running along the Northerly line of the interchange of Route
                  280 and Eisenhower Parkway, South 59E - 23', 40" East 103.29'
                  to a point;

Thence(3)         running along the same, North 81E - 51', 00" East 111.09' to a
                  point;

Thence(4)         running along the same, North 66E - 53', 44" East 246.74' to a
                  point;

Thence(5)         still along the same, South 85E - 15', 50" East 243.43' to a
                  point;

Thence(6)         still along the same, North 89E - 37', 13" East 164.45' to a
                  point;

Thence(7)         still along the same on a curve, curving to the left have a
                  radius of 490.00' and an arc distance of 107.80' said curve
                  having a chord of North 44E - 30', 54" East 107.58';

Thence(8)         running along the Westerly side line of Eisenhower Parkway,
                  North 38E - 12', 45" East 111.95' to a point;

Thence(9)         still along the same, North 35E - 21', 00" East 302.1' to
                  the Southwesterly line of lands of now or formerly Lougheed
                  Construction Co., Lot 10, Block 1, Tax Maps of Roseland;

Thence(10)        running along the Southwesterly line of said Lougheed
                  Construction Co., and the Southwesterly line of land of now or
                  formerly Anthony Pacio, Lot 7, Block 1, Tax Maps of Roseland,
                  North 51E - 14, 40" West 540.33' to a corner in same;

Thence(11)        still along the line of lands of said Pacio, South 38E - 6'
                  West 213.18' to a point;

Thence(12)        still along the same, South 50E - 54' East 92.13'

Thence(13)        still along the same, South 35E - 59', 30" West 481.85' to a
                  point;

Thence(14)        still along the same, North 53E - 47', 30" West 262.42'
                  to a point on the Southwesterly side line of Public Service
                  Electric and Gas Co., right-of-way;

Thence(15)        running along the said Southwesterly side line of said
                  Public Service Electric and Gas Co., right-of-way said line
                  being parallel to the most Easterly towers and 48.00' Easterly
                  as measured at right angles therefrom, South 32E - 12', 51"
                  West 378.16' to the point and place of BEGINNING.

CONTAINING 13.208 Acres

Description in accordance with a survey prepared by G.C. Stewart Association,
Inc., dated June 15, 1979.


                             Exhibit A-1 - Page 1

<PAGE>

                                    EXHIBIT B

                              RULES AND REGULATIONS

1.      OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
        elevators, vestibules, stairways, corridors and public parts of the
        Building shall not be obstructed or encumbered by Lessee or used by
        Lessee for any purpose other than ingress and egress. If the Premises
        are situated on the ground floor with direct access to the street, then
        Lessor shall, at Lessor's expense, keep the sidewalks and curbs directly
        in front of the Premises clean and free from ice, snow and refuse.

2.      WINDOWS: Windows in the Premises shall not be covered or obstructed by
        Lessee. No bottles, parcels or other articles shall be placed on the
        windowsills, in the halls, or in any other part of the Building other
        than the Premises. No article shall be thrown out of the doors or
        windows of the Premises.

3.      PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
        fixtures shall be attached to the outside walls or the window sills of
        the Building or otherwise affixed so as to project from the Building,
        without prior written consent of Lessor.

4.      SIGNS: No sign or lettering shall be affixed by Lessee to any part of
        the outside of the Premises, or any part of the inside of the Premises
        so as to be clearly visible from the outside of the Premises, without
        the prior written consent of Lessor. However, Lessee shall have the
        right to place its name on any door leading into the Premises the size,
        color and style thereof to be subject to the Lessor's approval. Lessee
        shall not have the right to have additional names placed on the Building
        directory without Lessor's prior written consent.

5.      FLOOR COVERING: Lessee shall not lay linoleum or other similar floor
        covering so that the same shall come in direct contact with the floor of
        the Premises. If linoleum or other similar floor covering is desired to
        be used, an interlining of builder's deadening felt shall first be fixed
        to the floor by a paste or other material that may easily be removed
        with water, the use of cement or other similar adhesive material being
        expressly prohibited.

6.      INTERFERENCE WITH OCCUPANTS OF BUILDING: Lessee shall not make, or
        permit to be made, any unseemly or disturbing noises or odors and shall
        not interfere with other tenants or those having business with them.
        Lessee will keep all mechanical apparatus in the Premises free of
        vibration and noise which may be transmitted beyond the limits of the
        Premises.

7.      LOCK KEYS: No additional locks or bolts of any kind shall be placed on
        any of the doors or windows by Lessee. Lessee shall, on the termination
        of Lessee's tenancy, deliver to Lessor all keys to any space within the
        Building either furnished to or otherwise procured by Lessee, and in the
        event of the loss of any keys furnished, Lessee shall pay to Lessor the
        cost thereof. Lessee, before closing and leaving the Premises, shall
        ensure that all windows are closed and entrance doors locked. Nothing in
        this Paragraph 7 shall be deemed to prohibit Lessee from installing a
        burglar alarm within the Premises, provided: (1) Lessee obtain's
        Lessor's consent which will not be unreasonably withheld or delayed; (2)
        Lessee supplies Lessor with copies of the plans and specifications of
        the system; (3) such installation shall not damage the Building; and (4)
        all costs of installation shall be borne solely by Lessee.

8.      CONTRACTORS: No contract of any kind with any supplier of towels, water,
        toilet articles, waxing, rug shampooing, venetian blind washing,
        furniture polishing, lamp servicing, cleaning of electrical fixtures,
        removal of waste paper, rubbish, garbage, or other like service shall be
        entered into by Lessee, nor shall any machine of any kind be installed
        in the Building or the Office Building Area without the prior written
        consent of the Lessor. Lessee shall not employ any persons other than
        Lessor's janitors for the purpose of cleaning the Premises without prior
        written consent of Lessor. Lessor shall not be responsible to Lessee for
        any loss of property from the Premises however occurring, or for any
        damage to the effects of Lessee by such janitors or any of its
        employees, or by any other person or any other cause.


                              Exhibit B - Page 1

<PAGE>

9.      PROHIBITED ON PREMISES: Lessee shall not conduct, or permit any other
        person to conduct, any auction upon the Premises, manufacture or store
        goods, wares or merchandise upon the Premises without the prior written
        approval of Lessor, except the storage of usual supplies and inventory
        to be used by Lessee in the conduct of his business, permit the Premises
        to be used for gambling, make any unusual noises in the Building, permit
        to be played musical instrument on the Premises, permit any radio to be
        played, or television, recorded or wired music in such loud manner as to
        disturb or annoy other tenants, or permit any unusual odors to be
        produced on the Premises. Lessee shall not permit any portion of the
        Premises to be occupied as an office for a public stenographer or
        typewriter, or for the storage, manufacture, or sale of intoxicating
        beverages, narcotics, tobacco in any form or as a barber or manicure
        shop. Canvassing, soliciting and peddling in the Building and the Office
        Building Area are prohibited and Lessee shall cooperate to prevent the
        same. No bicycles, vehicles or animals of any kind shall be brought into
        or kept in or about the Premises.

10.     PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be
        used for any purpose other than those for which they were constructed;
        and no sweepings, rubbish, ashes, newspaper or other substances of any
        kind shall be thrown into them. Waste and excessive or unusual amounts
        of electricity or water is prohibited. When electric wiring of any kind
        is introduced, it must be connected as directed by Lessor, and no
        stringing or cutting of wires will be allowed, except by prior written
        consent of Lessor, and shall be done by contractors approved by Lessor.
        The number and locations of telephones, telegraph instruments,
        electrical appliances, call boxes, etc. shall be subject to Lessor's
        approval.

11.     MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out
        of freight, furniture or bulky matter of any description must take place
        during such hours as Lessor may from time to time reasonably determine
        and only after advance notice to the superintendent of the Building. The
        persons employed by Lessee for such work must be reasonably acceptable
        to the Lessor. Lessee may, subject to these provisions, move freight,
        furniture, bulky matter, and other material into or out of the Premises
        on Saturdays between the hours of 9:00 a.m. and 1:00 p.m., provided
        Lessee pays additional costs, if any, incurred by Lessor for elevator
        operators or security guards, and for any other expenses occasioned by
        such activity of Lessee. If, at least three (3) days prior to such
        activity, Lessor requests that Lessee deposit with Lessor, as security
        of Lessee's obligations to pay such additional costs, a sum of which
        Lessor reasonably estimates to be the amount of such additional cost,
        the Lessee shall deposit such sum with Lessor as security of such cost.
        There shall not be used in the Building or Premises, either by Lessee or
        by others in the delivery or receipt of merchandise, any hand trucks
        except those equipped with rubber tires and side guards, and no hand
        trucks will be allowed in the elevators without the consent of the
        superintendent of the Building.

12.     SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to prescribe
        the weight and position of all safes and other heavy equipment so as to
        distribute properly the weight thereof and to prevent any unsafe
        condition from arising.

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

14.     NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Lessor shall not
        be responsible to Lessee for non-observance or violation of any of these
        rules and regulations by any other tenant.

15.     AFTER HOURS USE: Lessor reserves the right to exclude from the Building
        between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on
        Saturdays, Sundays and Building Holidays, all persons who do not present
        a pass to the Building signed by the Lessee. Each Lessee shall be
        responsible for all persons for whom such a pass is issued and shall be
        liable to the Lessor for the acts of such persons.

16.     PARKING: Lessee and its employees shall park their cars only in those
        portions of the parking area designated by Lessor.


                              Exhibit B - Page 2

<PAGE>

17.     Lessor hereby reserves to itself any and all rights not granted to
        Lessee hereunder, including, but not limited to, the following rights
        which are reserved to Lessor for its purposes in operating the Building:

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

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

        c)      the right to install and maintain a sign on the exterior of the
                Building; and

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

        e)      the right to limit the space on the directory of the Building to
                be allotted to Lessee; and

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

18.     The Lessee shall be responsible for initiating, maintaining and
        supervising all health and safety precautions and/or programs required
        by Law in connection with the Lessee's use and occupancy of the
        Premises.

19.     The Lessee shall not store, introduce or otherwise permit any material
        known to be hazardous within the Premises. Any material within the
        Premises which is determined to be hazardous shall be removed and
        properly disposed of by the Lessee at the Lessee's sole expense.


                                   -- END --


                              Exhibit B - Page 3

<PAGE>


                                    EXHIBIT C

                                      NOTES

RE:      Workletter Agreement for office space on the atrium floor at 101
         Eisenhower Parkway, Roseland, New Jersey.

                                                                   June 12, 2000

PURCHASESOFT, INC., LESSEE

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease ("Lease"), covering the space referred to
above, as more particularly described in the Lease ("Premises").

To induce Lessee to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

1.       Lessor shall have its architect prepare the following architectural and
         mechanical drawings and specifications based upon the sketch layout
         supplied to Lessor by Lessee, attached hereto and made a part hereof,
         upon full execution of this Lease.

         a.       Architectural drawings and specifications for Lessee's
                  partition layout, reflected ceiling, placement of electrical
                  outlets and other installations for the work to be done by
                  Lessor.

         b.       Mechanical plans and specifications where necessary for
                  installation of air conditioning systems, ductwork and
                  heating.

         All such plans and specifications are expressly subject to Lessor's
         written approval, which Lessor covenants it will not unreasonably
         withhold.

2.       Lessor agrees to cause the partition plan, electrical plan and the
         reflected ceiling plan to be delivered to Lessee on or before the
         fifteenth (15th) day after Lease execution. Lessee agrees to approve
         said plans by initialing and returning same to Lessor within three (3)
         days of receipt of each plan. Upon approval of the plans initialed by
         Lessee, Lessor shall file said plans with the appropriate governmental
         agencies.

3.       Lessor agrees, at its expense and without charge to Lessee (unless
         otherwise provided), to do the work in the Premises as shown on the
         plans by First Floor Design designated as Scheme III dated May 3, 2000
         and described on the "Description of Materials" schedule attached
         hereto which shall hereinafter be referred to as "The Work". "Building
         Standard" shall mean the type and grade of material, equipment and/or
         device designated by Lessor as standard for the Building. All items are
         Building Standard unless otherwise noted. The provisions of Article 5
         of the Lease shall apply to any alterations made to the Premises after
         the initial work to be performed herein.

4.       Lessor has estimated the cost of The Work based upon the plans and
         specifications submitted to Lessor by Lessee. Against such estimated
         cost, Lessor shall credit an allowance of THIRTY-EIGHT THOUSAND TWO
         HUNDRED SEVENTY AND 36/100 ($38,270.36) and the remaining balance, if
         any, shall be paid by Lessee prior to occupancy.

5.       All low partitioning, workstation modules, bank screen partitions and
         prefabricated partition systems shall be furnished and installed by
         Lessee.

6.       The installation or wiring of telephone and computer (data) outlets is
         not part of The Work. Lessee shall bear the responsibility to provide
         its own telephone and data systems at Lessee's sole cost and expense.
         Upon expiration or sooner termination of the Lease, Lessee shall remove
         all telephone and data equipment and wiring from the Premises and the
         Building risers prior to vacation of same.

                                Exhibit C - Page 4

<PAGE>



7.       Changes in The Work, if necessary or requested by the Lessee, shall be
         accomplished after the execution of the Lease and this Workletter
         Agreement, and without invalidating any part of the Lease or Workletter
         Agreement, by written agreement between Lessor and Lessee hereinafter
         referred to as a Change Order. Each Change Order shall be prepared by
         Lessor and signed by both Lessee and Lessor stating their agreement
         upon all of the following:

         a.       The scope of the change in The Work; and

         b.       The cost of the change; and

         c.       Manner in which the cost will be paid or credited; and

         d.       The estimated extent of any adjustment to the Commencement
                  Date as a result of the change in The Work.

         Each and every Change Order shall be signed by Lessor's and Lessee's
         respective construction representatives. In no event shall any Change
         Order(s) be permitted without such authorizations. A 10% supervision
         plus 10% overhead charge will be added to the cost of any Change Order.
         If Lessee shall fail to approve any such Change Order within one (1)
         week, the same shall be deemed disapproved in all respects by Lessee
         and Lessor shall not be authorized to proceed thereon. Any increase in
         the cost of The Work or the change in The Work stated in a Change Order
         which results from Lessee's failure to timely approve and return said
         Change Order shall be paid by the Lessee. Lessee agrees to pay to
         Lessor the cost of any Change Order promptly upon receipt of an invoice
         for same.

8.       If Lessee elects to use the architect suggested by Lessor, this
         architect becomes the Lessee's agent solely with respect to the plans,
         specifications and The Work. If any change is made prior to completion
         of schematic drawings and final construction documents which result in
         a Change Order and additional costs, such costs shall be the
         responsibility of the Lessee. Similarly, any cost savings resulting
         from such Change Order(s) shall be credited to the Lessee.

9.       Prior to Lessee's occupancy of the Premises, Lessee shall identify and
         list any portion of The Work which does not conform to this Workletter
         Agreement ("Punch List"). The Lessor shall review with the Lessee all
         of the items so listed and correct or complete any portion of The Work
         which fails to conform to the requirements of this Workletter
         Agreement.

10.      The terms contained in the Lease (which include all exhibits attached
         thereto) constitute Lessor's agreement with Lessee with respect to the
         work to be performed by Lessor on Lessee's behalf. If the architectural
         drawings are in conflict with the terms of the Lease, then the Lease
         shall be deemed the controlling document.

11.      All materials and installations constructed for the Lessee within the
         Premises shall become the property of the Lessor upon installation. No
         refund, credit or removal of said items is to be permitted at the
         termination of the Lease. Items installed that are not integrated in
         any such way with other common building materials do not fall under
         this provision (e.g. shelving, furniture, etc.).

12.      It is agreed that notwithstanding the date provided in the Lease for
         the Commencement Date, the term shall not commence until Lessor has
         "substantially completed" all work to be performed by Lessor as
         hereinbefore set forth in Paragraph 3 above and as set forth in the
         Lease; provided, however, that if Lessor shall be delayed in
         substantially completing said work as a result of:

         a.       Lessee's failure to approve the plans and specifications in
                  accordance with Paragraph 2 hereof; or

         b.       Lessee's failure to furnish interior finish specifications,
                  i.e., paint colors, carpet selection, etc., to Lessor by the
                  fifth (5th) working day after Lessor has approved the plans
                  and specifications submitted by Lessee referred to in
                  Paragraph 2 hereof; or

                                Exhibit C - Page 5

<PAGE>

         c.       Lessee's request for materials, finishes or installations
                  other than Lessor's Building Standard; or

         d.       Lessee's changes in The Work; or

         e.       The performance of a person, firm, partnership or corporation
                  employed by Lessee and the completion of the said work by said
                  person, firm, partnership or corporation;

         then the Commencement Date of the term of said Lease shall be
         accelerated by the number of days of such delay and Lessee's obligation
         to pay Fixed Basic Rent and Additional Rent shall commence as of such
         earlier date.

13.      Lessor shall permit Lessee and its agents to enter the Premises prior
         to the Commencement Date in order that Lessee may perform through its
         own union contractors such other work and decorations as Lessee may
         desire at the same time Lessor's contractors are working in the
         Premises. The foregoing license to enter prior to the Commencement
         Date, however, is conditioned upon:

         a.       Lessee's workmen and mechanics working in harmony and not
                  interfering with the labor employed by Lessor, Lessor's
                  mechanics or contractors or by any other Lessee or its
                  mechanics or contractors; and

         b.       Lessee providing Lessor with evidence of Lessee's contractors
                  and subcontractors carrying such worker's compensation,
                  general liability, personal and property insurance as required
                  by law and in amounts no less than the amounts set forth in
                  Article 30 of the Lease. If at any time such entry shall cause
                  disharmony or interference therewith, this license may be
                  withdrawn by Lessor upon forty-eight (48) hours written notice
                  to Lessee. Such entry shall be deemed controlled by all of the
                  terms, covenants, provisions and conditions of said Lease,
                  except as to the covenant to pay Fixed Basic Rent and
                  Additional Rent. Lessor shall not be liable in any way for any
                  injury, loss or damage which may occur to any of Lessee's
                  decorations or installations so made prior to the Commencement
                  Date, the same being solely at Lessee's risk.

14.      No part of the Premises shall be deemed unavailable for occupancy by
         the Lessee, or shall any work which the Lessor is obligated to perform
         in such part of the Premises be deemed incomplete for the purpose of
         any adjustment of Fixed Basic Rent payable hereunder, solely due to the
         non-completion of details of construction, decoration or mechanical
         adjustments which are minor in character and the non-completion of
         which does not materially interfere with the Lessee's use of such part
         of the Premises.

15.      Lessee is responsible for all costs related to the repairs and
         maintenance of any additional or supplemental HVAC systems, appliances
         and equipment installed to meet Lessee's specific requirements. Lessee
         shall purchase a service contract for this equipment so that the
         equipment is covered by such service contract each year of the term of
         the Lease.

16.      If construction is to occur in a space occupied by Lessee's employees,
         Lessee shall be liable for all costs associated with a delay if Lessee
         shall fail to comply with a submitted construction schedule to relocate
         personnel, furniture, or equipment. These costs shall include, but not
         be limited to the following:

         a.       cost of construction workers time wasted; and

         b.       cost of any overtime work necessary to meet schedule
                  deadlines; and

         c.       any other costs associated with delays in final completion.

17.      This workletter is based on the quantities and specifications listed
         herein. Any change to these specifications shall require the
         recalculation of the construction costs. Such recalculation shall not
         negate any other section of this Lease.

                                Exhibit C - Page 6

<PAGE>


18.      With respect to the construction work being conducted in or about the
         Premises, each party agrees to be bound by the approval and actions of
         their respective construction representatives. Unless changed by
         written notification, the parties hereby designate the following
         individuals as their respective construction representatives:

<TABLE>
<CAPTION>
<S>         <C>                                     <C>
FOR LESSOR: Dave Cali                    FOR LESSEE:____________________________
            c/o Mack-Cali Realty Corporation        PurchaseSoft, Inc.
            101 Eisenhower Parkway                  1 Research Drive, Suite 100
            Roseland, New Jersey 07068              Westborough, Massachusetts 01581

If the foregoing correctly sets forth our understanding, kindly sign this letter
agreement where indicated.

LESSOR:                                              LESSEE:

OFFICE ASSOCIATES L.L.C.                    PURCHASESOFT, INC.

By:      Mack-Cali Realty, L.P., member

By:      Mack-Cali Realty Corporation,
         its general partner

                  /s/  James G. Nugent                           /s/  Terry J. Bartz
By:      _____________________________               By:      ______________________________
         James G. Nugent                                      Name:  Terry J. Bartz
         Senior Vice President - Leasing                      Title:  VP/General Counsel
</TABLE>

                                Exhibit C - Page 7

<PAGE>


                                  EXHIBIT C - 1

                   AIR CONDITIONING & HEATING DESIGN STANDARDS


The following are design standards for the building air-conditioning system for
cooling and heating in the air in the subject building:

1.       During the normal heating season to maintain an average indoor dry bulb
         temperature of not less than 70 degrees F (21 degrees C) or more than
         76 degrees (24.4 degrees C) when the outdoor dry bulb temperature is
         lower than 65 degrees F (18 degrees C) but not lower than 0 degrees F
         (-13 degrees C).

2.       To maintain comfort cooling for an average indoor dry bulb temperature
         of not more than 78 degrees F when the outside dry bulb temperature is
         95 degrees F (24 degrees C).

3.       During the intermediate seasons, when the outside dry bulb temperature
         is below 55 degrees (13 degrees C), cooling will be provided by outside
         air usage in conjunction with operating of return air, outside air and
         exhaust air dampers.

4.       To furnish not less than .10 cubic foot of fresh air per minute per
         square foot of rentable area, and between .20 and 1.0 cubic feet of
         total air per minute, per square foot of rentable occupied space.

5.       Lessor will not be responsible for the failure of the air-conditioning
         system if such failure results from (i) the occupancy of the Premises
         with more than an average of one (1) person for each one hundred (100)
         usable square feet of floor area (ii) the installation or operation by
         Lessee of machines and appliances, the installed electrical load of
         which when combined with the load of all lighting fixtures exceeds five
         (5) watts per square foot of floor area and in any manner exceeding the
         aforementioned occupancy and electrical load criteria, or (iii)
         rearrangement of partitioning after the initial preparation of the
         Premises. If interference with normal operation of the air-conditioning
         system in the Premises results, necessitating changes in the air
         conditioning system servicing the Premises, such changes shall be made
         by Lessor upon written notice to Lessee at Lessee's sole cost and
         expense. Lessee agrees to lower and close window coverings when
         necessary because of the sun's position whenever the air conditioning
         system is in operation, and Lessee agrees at all times to cooperate
         fully with Lessor and to abide by all the Rules and Regulations
         attached hereto as well as reasonable rules and regulations which
         Lessor may hereafter prescribe involving the air-conditioning system.

                                    -- END --

                                Exhibit C-1 - Page 1

<PAGE>

                                    EXHIBIT D

                                CLEANING SERVICES
                             (Five Nights Per Week)

LESSEE'S PREMISES

1.       Vacuum clean all carpeted areas.

2.       Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.

3.       All office furniture such as desks, chairs, files, filing cabinets,
         etc. shall be dusted with a clean treated dust cloth whenever necessary
         and only if such surfaces are clear of Lessee's personal property
         including but not limited to plants.

4.       Empty and wash ashtrays.

5.       Empty wastepaper baskets and remove waste to the designated areas.

6.       All vertical surfaces within arms reach shall be spot cleaned to remove
         finger marks and smudges. Baseboard and window sills are to be spot
         cleaned whenever necessary.

7.       All cleaning of cafeterias, vending areas, kitchen facilities are
         excluded. Lessee may make necessary arrangements for same directly with
         Lessor's cleaning maintenance company.

8.       Cleaning hours shall be Monday through Friday between 5:30 p.m. and
         11:00 p.m.

9.       No cleaning service is provided on Saturday, Sunday and Building
         Holidays.

10.      Cartons or refuse in excess which can not be placed in wastebaskets
         will not be removed. Lessee is responsible to place such unusual refuse
         in trash dumpster.

11.      Cleaning maintenance company will not remove nor clean tea, office cups
         or similar containers. If such liquids are spilled in waste baskets,
         the waste baskets will be emptied but not otherwise cleaned. Lessor
         will not be responsible for any stained carpet caused from liquids
         leaking or spilling from Lessee's wastepaper receptacles.

12.      Upon completion of cleaning, all lights will be turned off and doors
         locked leaving the Premises in an orderly condition.

13.      Glass entrance doors will be cleaned nightly. Interior glass doors or
         glass partitions are excluded. Lessee may make arrangements for same
         with Lessor's cleaning maintenance company.

COMMON AREAS

1.       Vacuum all carpeting in entrance lobbies, outdoor mats and all
         corridors.

2.       Wash glass doors in entrance lobby with a clean damp cloth and dry
         towel.

3.       Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
         Hard surface floors such as quarry tile, etc., shall be cleaned
         nightly.

4.       Wash, clean and disinfect water fountains.

5.       Clean all elevators and stairwells.

6.       Lavatories -- Men and Women.
         a.   Floors in all lavatories shall be wet mopped each evening with a
              germicidal detergent to ensure a clean and germ free surface.
         b.   Wash and polish all mirrors, shelves, bright work including any
              piping and toilet seats. c. Wash and disinfect wash basins and
              sinks using a germicidal detergent.
         d.   Wash and disinfect toilet bowls and urinals.
         e.   Keep lavatory partitions, tiled walls, dispensers and receptacles
              in a clean condition using a germicidal detergent when necessary.
         f.   Empty and sanitize sanitary disposal receptacles.
         g.   Fill toilet tissue holders, towel dispensers and soap dispensers.
              Refills to be supplied by Lessor.

7.       Clean all air ventilation grill work in ceilings.


                                Exhibit D - Page 1

<PAGE>

                                    EXHIBIT E

                                BUILDING HOLIDAYS

                                 BUILDING CLOSED



                               * NEW YEAR'S DAY *


                                * MEMORIAL DAY *


                              * INDEPENDENCE DAY *


                                  * LABOR DAY *


                              * THANKSGIVING DAY *


                                * CHRISTMAS DAY *


                                    -- END --

                                Exhibit E - Page 1

<PAGE>


                                    EXHIBIT F

                           TENANT ESTOPPEL CERTIFICATE

TO:  MORTGAGEE and/or its affiliates and/or whom else it may concern:

1.       The undersigned is the Lessee (Tenant) under that certain Lease dated
         _____ by and between _______as Lessor (Landlord) and __________as
         Lessee, covering those certain premises commonly known and designated
         as ____ r.s.f. on the _____( ) floor of _________ ,NJ.

2.       The Lease has not been modified, changed, altered or amended in any
         respect (except as indicated following this sentence) and is the only
         Lease or agreement between the undersigned and the Lessor affecting
         said premises. If none, state "none".

3.       The undersigned has made no agreements with Lessor or its agents or
         employees concerning free rent, partial rent, rebate of rental payments
         or any other type of rental concession (except as indicated following
         this sentence). If none, state "none".

4.       The undersigned has accepted and now occupies the premises, and is and
         has been open for business since _________, 200_. The Lease term began
          _________, 2000, and the rent for said premises has been paid to and
         including _____________, 2000 in conformity with this Lease agreement.
         No rent has been prepaid for more than two (2) months. The fixed
         minimum rent being paid as above is $ __________ per month. If Lessee
         is not in full possession, whether Lessee has assigned the Lease,
         sublet all or any portion of the Premises, or otherwise transferred any
         interest in the Lease or the Premises, Lessee agrees to provide a copy
         of such assignment, sublease, or transfer upon request.

5.       The Lease is not in default and is in full force and effect. As of the
         date hereof, the undersigned is entitled to no credit, no free rent and
         no offset or deduction in rent.

6.       All alterations, improvements, additions, build-outs, or construction
         required to be performed under the Lease have been completed in
         accordance with the terms of the Workletter attached to Lease as
         Exhibit C.

7.       The Lease does not contain and the undersigned doesn't have any
         outstanding options or rights of first refusal to purchase the premises
         or any part thereof or the real property of which the premises are a
         part.

8.       No actions, whether voluntary or otherwise, are pending against the
         undersigned under the bankruptcy laws of the United States or any State
         thereof.

9.       There are currently no valid defenses, counterclaims, off-sets,
         credits, deductions in rent, or claims against the enforcement of any
         of the agreements, terms, or conditions of the Lease.

10.      The undersigned acknowledges that all the interest of Lessor in and to
         the above-mentioned Lease is being duly assigned to MORTGAGEE or one of
         its affiliates hereunder and that pursuant to the terms thereof (i) all
         rental payments under said Lease shall continue to be paid to Lessor in
         accordance with the terms of the Lease unless and until you are
         otherwise notified in writing by MORTGAGEE, or its successor or assigns
         and (ii) no modification, revision, or cancellation of the Lease or
         amendments thereto shall be effective unless a written consent thereto
         of such mortgagee is first obtained.

11.      The undersigned is authorized to execute this Tenant Estoppel
         Certificate on behalf of the Lessee.

Dated this ________ day of __________________ , 2000

LESSEE:



___________________________________________
Name:
Title:

                                Exhibit F - Page 1

<PAGE>

                                    EXHIBIT G

                           COMMENCEMENT DATE AGREEMENT

1.0      PARTIES

         THIS AGREEMENT made the _________day of ________, 2000 is by and
         between ________________ (hereinafter "Lessor") whose address is c/o
         Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016
         and _________________________ (hereinafter "Lessee") whose address is
         ______________________________________________.

2.0      STATEMENT OF FACTS

         2.1      Lessor and Lessee entered into a Lease dated ____________,
                  2000 (hereinafter "Lease") setting forth the terms of
                  occupancy by Lessee of approximately ________ rentable square
                  feet on the _____ (___) floor (hereinafter "Premises") at
                  _____________________________ (hereinafter "Building"); and

         2.2      The Term of the Lease is for ____________ (__) months with the
                  Commencement Date of the initial Term being defined in the
                  Preamble to the Lease as being subject to change under
                  Articles 27 and 43 thereof; and

         2.3      It has been determined in accordance with the provisions of
                  Articles 27 and 43 of the Lease that ___________, 2000 is the
                  Commencement Date of the Term of the Lease.

3.0      STATEMENT OF TERMS

                  NOW, THEREFORE, in consideration of the Premises and the
         covenants hereinafter set forth, it is agreed:

         3.1      The Commencement Date of the Term of the Lease is __________,
                  2000 and the Expiration Date thereof is _____________ , 2000
                  and the Lease Preamble Articles 6 and 9 shall be deemed
                  modified accordingly.

         3.2      Article 10 of the Preamble shall be deemed modified as
                  follows:

         3.3      This Agreement is executed by the parties hereto for the
                  purpose of providing a record of the Commencement and
                  Expiration Dates of the Lease, adjust the Term of the Lease
                  and Fixed Basic Rent amount accordingly.

         EXCEPT as modified herein, the Lease covering the Premises shall remain
in full force and effect as if the same were set forth in full herein and Lessor
and Lessee hereby ratify and confirm all the terms and conditions thereof.

         THIS AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
permitted assigns.

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.

         IN WITNESS THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.

---------------------------                          --------------------------
LESSOR                                               LESSEE

By:      Mack-Cali Sub__, Inc.,
         its general partner

By:  ______________________                          By:  ______________________
         James G. Nugent                                  Name:
         Sr. Vice President - Leasing                     Title:

                                Exhibit G - Page 1

<PAGE>



                                    EXHIBIT H

                                  SAMPLE FORM
                          IRREVOCABLE LETTER OF CREDIT
                      STANDBY LETTER OF CREDIT #___________

BENEFICIARY:                                         APPLICANT:

OFFICE ASSOCIATES L.L.C.
c/o      Mack-Cali Realty Corporation
11 Commerce Drive
Cranford, New Jersey 07016

Gentlemen:

We hereby open our Irrevocable Letter of Credit #__________ in your favor for
the account of: ____________ up to an aggregate amount of US CURRENCY
(_________________US DOLLARS) available by one or more sight drafts drawn on us
accompanied by:

         1) Beneficiary's signed statement either A or B as follows:

                  A)       "___________________(Tenant) is in default under the
                           terms of the lease beyond any grace period provided
                           in the Lease; said Lease is dated (Date of your
                           original Lease signing) and covers property in a
                           portion of the building known as ___________________,
                           of approximately ______ square feet, located in
                           ________________County of Westchester, State of New
                           York."

                                                 OR

                  B)       " Letter of Credit #________ has not been extended
                           for an additional one year period from its expiration
                           date and said Letter of Credit will expire within
                           forty-five (45) days from the date of our drawing."

                                                             AND

         2. The original of this Letter of Credit and Amendments, if any.

The sight draft must bear this Clause - "DRAWN UNDER (NAME OF BANK), LETTER OF
CREDIT #_________, DATED_______.

                           THIS LETTER OF CREDIT IS TRANSFERABLE

                           Transfer of this credit must conform strictly to the
                           terms hereof and to the conditions of the Uniform
                           Customs and Practice for Documentary Credits (1993
                           Revision) fixed by the International Chamber of
                           Commerce Publication #500. Should you wish to effect
                           a transfer under this credit, such transfer will be
                           subject to the return to us of this advice
                           accompanied by our form of transfer properly signed
                           by you and verified by your bankers that the
                           signature is valid, and subject to your payment of
                           our customary transfer charge.

THIS LETTER OF CREDIT EXPIRES AT OUR OFFICE ON: (DATE). This Letter of Credit
may be renewed only by affirmative written advice by the issuing bank to the
Beneficiary for an additional period of one year at least forty-five (45) days
prior to its expiration.

         We hereby agree with you that drafts drawn under and in compliance with
the terms of this Credit shall be duly honored on due presentation.

                                         ---------------------------
                                         Authorized Signature

                                Exhibit H - Page 1