BASIC LEASE PROVISIONS:

                  The following provisions shall be referred to in this Lease as
the Basic Lease Provisions. In the event of any conflict between any Basic Lease
Provision and the balance of the Lease, the latter shall control.

                   1.      Location of Premises:  A portion of the Seventh Floor
                                                 depicted on Exhibit "A"
                   2.      Rentable Area of

         Premises:                                    5,083 rentable square feet
                   3.      Percentage Share:            1.80%
                   4.      Term:                       Five (5) years
                   5.      Renewal Option:     One five (5) year renewal option.
                   6.      Basic Annual Rent:Year 1: $86,411.00 per annum
                          ($17.00  per square foot), payable in equal
monthly installments of $7,200.92

Year 2: $86,411.00 per annum ($17.00 per square foot), payable in equal monthly
 installments of $7,200.92

Year 3: $87,681.75 per annum ($17.25 per square foot), payable in equal
monthly installments of $7,306.82

Year 4: $88,952.50 per annum ($17.50 per square foot), payable in equal monthly
 installments of $7,412.71

Year 5: $90,223.25 per annum $17.75 per square foot), payable in equal


<PAGE>


                                      Group

                                      1100

                                     TENANT:

 14. All payments under this Lease shall be payable and delivered to:  Alexander
Summer,  LLC,  as Agent for Tremont  Capital  Corporation,  c/a Tremont  Capital
Corporation,  East 80 Route 4, Paramus, New Jersey 07652, or such other payee or
address as Landlord may designate from time to time.


<PAGE>


                                   (A)  Landlord  hereby  leases to Tenant,  and
                  Tenant hereby hires from Landlord, subject to all of the terms
                  and conditions  hereinafter set forth,  those certain premises
                  (the  "Premises")  as set forth in Item 1 of the  Basic  Lease
                  Provisions and as shown in the drawing(s)  attached  hereto as
                  Exhibit  "A";  said  Premises  being  located on the  floor(s)
                  indicated in that certain office  building o (the  "Building")
                  situated on certain  land,  which said land  together with the
                  Building  are  collectively  hereinafter  referred  to as  the
                  "Property,"  being located at 550 Broad Street, in the City of
                  Newark, County of Essex, State of New Jersey.

                                   (B) The term of this Lease  shall be as shown
                  in Item 4 of the  Basic  Lease  Provisions.  The  Lease  shall
                  commence  on the  Commencement  Date as shown in Item 7 of the
                  Basic Lease  Provisions,  or upon such  earlier date as Tenant
                  takes  possession  or  commences  use of the  Premises for any
                  purpose,  other than as set forth in  Paragraph 6 below.  Such
                  date of commencement, hereinafter the "Commencement Date," and
                  the date of expiration,  hereinafter  the  "Expiration  Date,"
                  shall be  confirmed  by Landlord  by means of a  "Commencement
                  Date Memorandum" in form substantially similar to Exhibit "C."

                                   (C) Landlord  hereby  grants Tenant the right
                  to  extend  the term of this  Lease  for one (1) five (5) year
                  period. To exercise such right,  Tenant shall send to Landlord
                  a  renewal  notice on or before  the 180th day  preceding  the
                  Expiration  Date.  Tenant's  renewal  notice shall be null and
                  void  if (i) as of  either  the  date of the  delivery  of the
                  renewal notice or as of the  commencement of the renewal term,
                  Tenant is in  default  of any of its  obligations  under  this
                  Lease beyond any applicable notice and grace period, or

(ii) Tenant has assigned  its interest  under this Lease or has sublet more than
50% of the rentable area of the Premises. All terms and conditions of this Lease
shall apply to the renewal period,  except that the annual fixed rental shall be
equal to the then fair market rental value of the Premises as determined below.


<PAGE>


                  Tenant  shall  deliver to Landlord  the name of an  arbitrator
                  appointed  by Tenant.  Within  ten (10) days after  receipt of
                  Tenant's notice,  Landlord shall appoint a second person as an
                  arbitrator on its behalf. If the arbitrators' determination of
                  the renewal term rental rate for the  Premises  varies by more
                  than five percent (5%), then the  arbitrators  shall appoint a
                  third  person who shall  select the Lease is in effect  during
                  such  partial  month  bears  to the  number  of  days  in that
                  calendar  month,  and such Basic  Monthly  Rental  Installment
                  shall be paid at the  commencement of such partial month.  The
                  Basic Annual Rent  includes  $1.25 for  electrical  energy for
                  ordinary business use as described in Paragraph 9.

                                   (B) In  addition  to the  Basic  Annual  Rent
                  stipulated herein,  Tenant covenants and agrees to pay in U.S.
                  currency, without deduction, offset, or abatement, to Landlord
                  a& additional rent,  hereinafter  "Additional Rent," all other
                  sums and  charges  which are to be paid by Tenant  pursuant to
                  the terms of this Lease.  Except as otherwise provided in this
                  Lease,  Additional  Rent shall be due and payable on the first
                  day of the month  following  the date on which Tenant is given
                  notice that Additional Rent is due.

                                   (C) The Basic  Annual  Rent  plus  Additional
Rent are sometimes collectively referred to as "Rent."

                  PARAGRAPH 3 ADDITIONAL RENT FOR TAXES AND OPERATING EXPENSES,
                              -------------------------------------------------
                                           ETC.:
                                           ----

                                   (A) Commencing  with the  Commencement  Date,
                  Tenant  agrees  to pay as  items  of  Additional  Rent for the
                  Premises,  Tenant's  "Percentage  Share" (being the percentage
                  indicated  in  Item  3 of  Basic  Lease  -Provisions)  of  all
                  increases  in  "Property  Operating  Expenses"  and  "Property
                  Taxes" (each as  hereinafter  defined)  over the base year set
                  forth in Item 11 of the Basic  Lease  Provisions  incurred  by
                  Landlord in the  operation  of the  Property.  For purposes of
                  this  paragraph,  during  each year  actual  occupancy  of the
                  Building is less than  ninety--five  percent  (95%),  Landlord
                  will adjust the costs of all  Property  Operating  Expenses to
                  assume ninety-five percent (95%) occupancy of the Building.

                                   (B) The items of Additional Rent contemplated
                  under subparagraph 3(A) shall be determined in accordance with
                  the following procedures:

                                            (i)Each  December  during  the  term
                                               herof  or as soon  thereafter  as
                                               practical,  Landlord  shall  give
                                               Tenant    written    notice    of
                                               Landlord's    estimate   of   any
                                               amounts       payable       under
                                               subparagraph  3(A)  above for the
                                               ensuing  calendar year,  together
                                               with a copy of any tax bill  upon
                                               which   Landlord's   estimate  of
                                               Property  Taxes is  based.  On or
                                               before  the  first  day  of  each
                                               month during the ensuing calendar
                                               year,  Tenant  shall pay Landlord
                                               without       further      notice
                                               one--twelfth   (1/12)   of   such
                                               estimated amounts, provided

                                                                       that   if
                                                        such notice is not given
                                                        in   December,    Tenant
                                                        shall continue to pay on
                                                        the  basis  of the  then
                                                        applicable  rental until
                                                        the  month   after  such
                                                        notice is  given.  If at
                                                        any  time  or  times  it
                                                        appears to Landlord that
                                                        the  increased   amounts
                                                        payable            under
                                                        subparagraph  3 (A)  for
                                                        the   current   calendar
                                                        year  will  exceed  its,
                                                        estimate,  Landlord may,
                                                        by  notice  to   Tenant,
                                                        revise its  estimate for
                                                        such year

(i) The term  "Property  Operating  Expenses" as used herein  shall  include all
costs of operation, management, and maintenance of the Property calculated on an
accrual  basis  for each  calendar  year as  determined  by  generally  accepted
accounting principles  consistently applied.  Property Operating Expenses shall,
by way of  illustration  but not  limitation,  include water and sewer  charges;
insurance  premiums;  license,  permit and inspection fees;  fuel; heat;  light;
power provided any portion of the Property  other than those portions  leased to
any  tenant  (including  Tenant);   janitorial  and  security  services;  labor;
salaries; air conditioning; landscaping; maintenance and repair of the Building,
ice  and  snow  removal;  supplies;  materials;   equipment;  tools;  repair  or
replacement of equipment,  machinery and other items of Landlord's property; the
reasonable  property  management fees and costs  including,  but not limited to,
reasonable office rent for the on--site property management office; and the cost
incurred in  contesting-  the  validity  or an  assessment  of  Property  Taxes.
Property Operating Expenses shall also include,  but not be limited to, the cost
of any  capital  improvements  made to the  Property  by  Landlord  that  reduce
operating expenses or that are required under any governmental law or regulation
not  previously  applicable  to the Property or not in effect at the time it was
constructed.  Such capital cost shall be amortized over the useful life thereof,
as determined in  accordance  with  generally  accepted  accounting  principles,
consistently applied ("GAAP") with a return on capital at the then current prime
interest  rate of the  largest  national  bank in New York City plus two percent
(2%) or at such  higher  rate as may have  been  paid by  Landlord  on the funds
borrowed  for the  purpose of  providing  such  capital  improvements.  Only the
amortized  portion of such capital  expenditures  for any calendar year shall be
included  in  Property  Operating  Expenses  for such  calendar  year.  Property
Operating  Expenses  shall  not  include  (a)  depreciation;  (b)  interest  and
amortization  on debt; (c) all other capital  expenses;  (d) costs of correcting
latent defects;  (e) costs which are reimbursed by insurance proceeds or eminent
domain awards;  (f) costs of any special service to another tenant not furnished
to tenants  generally and (g) costs of collecting rent from other tenants and of
enforcing lease rights against other tenants.

(ii) The term  "Property  Taxes" as used  herein  shall  include all real estate
taxes or personal property taxes and other taxes,

charges and assessments,  unforeseen as well as foreseen,  which are levied with
respect to the Property and any  improvements,  fixtures and equipment and other
property  of  Landlord,  real or  personal,  located in the  Building  or on the
Property  and used in  connection  with the  operation  of the Property for each
calendar year and shall include any tax,  surcharge or assessment which shall be
levied in  addition to or in lieu of real  estate or  personal  property  taxes,
other than taxes  covered in  Paragraph  11, and shall also  include any rental,
excise,  sales,   transaction,   privilege,   or  other  tax  or  levy,  however
denominated,  imposed  upon or measured by the rental  reserved  hereunder or on
Landlord's  business of leasing the Premises and  Property,  excepting  only net
income taxes.  Property  Taxes shall be based upon the actual  assessed value of
the Building,  based upon Landlord's tax bill for the Building. In the event tax
assessment  is not  detailed,  sufficiently  or, in the event either party shall
dispute the tax assessor's determination of full assessment value, then Landlord
and Tenant shall look to the  following two  alternatives  in the order given to
determine  assessed  value:  (i) notes and records of tax  assessor and (ii) any
reasonable method upon which the parties may agree.

(D) Unless Tenant takes written exception to any item in the statement  referred
to in subparagraph 3(B) (ii) within ninety (90) days after the furnishing of the
statement,  such statement  shall be considered as final and accepted by Tenant.
Any amount due Landlord as shown on any such  statement  shall be paid by Tenant
within  thirty (30) days after it is furnished to Tenant of any original  letter
of credit  delivered by Tenant to Landlopd  with  respect to this Lease,  or the
expiration of any replace~6nt letter of credit, Tenant shall deliver to Landlord
either ~ an extension of such original or  replacement  letter of creditXrom the
issuing  bank so long as such bank has a rating of A o~/~etter  by -Moody or any
successor  thereto or iii) -a replaceme_ letter of credit issued by a commercial
bank  having an of _e within New Jersey  (which bank shall have a rating of A or
b~ter ~ Moody or (B) -any  successor  thereto)  containing the same ter~%as snch
-letter of credit, except that the face amount of such Jitter of credit shall be
in the amount set forth in subparagraph,~)  below. In addition, if Moody (or any
successor)  lowers the p~ting of the issuing  bank of the letter of credit~ then
held by ;4fldlord below A, then Tenant shall deliver to Landlord, within, thirty
(30) days  after the  lowering  of the  rating,  a replace  the letter of credit
issued by a commercial bank having an off)4~ within New Jersey (which bank shall
have a rating of A oy' better by Moody or any successor thereto)  containing the
sag~ terms and for the face amount then required under subparagraph (D) . In the
event Tenant fails to deliver said extension~ replacement letter of credit on or
before the date set forth _ove,  Landlord  shall have the right to draw down the
entire  a~6unt of the letter of credit.  To exercise  such right,  (i)  Landlord
shall  present  the  letter of credit to the  issuing  bank at the office in New
Jersey set forth on the letter of credit and,'(ii) Landlord shall deliver to the
issuing bank a statement Landlord stating that Landlord is entitled to draw down
~ letter of credit  pursuant to the provisions of Landlord,  Tenant shall obtain
either (i) a new letter o redit from the issuing bank  containing the same terms
an r the same face amount as the letter of credit then hel Landlord  which names
the new Landlord as the benefici or (ii) the written consent of the issuing bank
to the gnment of the then  existing  letter of credit from the exis  Landlord to
the new landlord in form and substance reason  satisfactory to the new landlord.
If Tenant  obtains a new ter of credit,  Landlord  shall  surrender the existing
letter  credit  to Tenant  simultaneously  with its  receipt  of the ne etter of
credit;  the parties agree to coordinate such deli y and surrender so that it is
done on the effective date of

                  sole  cost and  expense  of  Tenant.  Tenant  will pay for any
                  repairs to the Building or the Property made  necessary by any
                  negligence  or  willful  acts or  omissions  of  Tenant or its
                  assignees, subtenants, employees or their respective agents or
                  other persons  permitted in the Building or on the Property by
                  Tenant, or any of them. Tenant will also maintain the Premises
                  in good order and repair, and, upon termination of this Lease,
                  Will leaVe the Premises in -accordance  with the provisions of
                  Paragraph 26 hereof.

                  PARAGRAPH 6 IMPROVEMENTS AND ALTERATIONS:
                              ----------------------------

                                   (A) Landlord shall construct  improvements to
                  the  Premises  in  preparation  for  Tenant's  occupancy  (the
                  "Initial  Improvements")  in  accordance  with those plans and
                  specifications attached hereto as Exhibit "B", which have been
                  reviewed and  approved by Landlord and Tenant,  as same may be
                  amended  from  time to  time,  as  hereinafter  provided  (the
                  "Construction Documents")

(C) Landlord shall pay all costs in connection  with  constructing  the Intitial
Improvements.

                                    (C)     Landlord covenants to complete
                             the Initial Improvements in a good and workman like
                                    manner and shall use

                                    reasonable speed and diligence in completing
                  the work,  subject  to Tenant  Delays (as  defined  below) and
                  force majeure (as set forth in Paragraph 40)

                  (D)The  Premises  shall be  conclusively  deemedavailable  for
Tenant's occupancy on the date that the following conditions have been met:

(a)  a  certificate  of  occupancy  (whether  or  not  subject  to  conditions),
permitting  occupancy  of  the  Premises  has  been  issued  by  the  applicable
governmental authority; and

(b) the Initial  Improvements  have been  substantially  completed in accordance
with  the  Construction   Documents  (excluding  any  details  of  construction,
decoration or  mechanical  adjustment  which do not  materially  interfere  with
Tenant's use of the Premises)

                                  (E) If there occurs a Tenant Delay (as defined
                  below),  the  Commencement  Date  shall be the date  which the
                  conditions set forth in subparagraph  (D) would have otherwise
                  been  satisfied but -for such Tenant  Delay.  The term "Tenant
                  Delay" shall mean any delay

in the  completion of the Initial  Improvements  or in the  satisfaction  of any
conditions  set  forth  in  subparagraph  (D)  above  which is due to any act or
omission of Tenant,  its agents,  employees or contractors,  including,  without
limitation  any work  performed  by  Tenant  within  the  Premises  prior to the
Commencement Date

                  of the Initial  Improvements or any other work being performed
                  by Landlord in the  Building,  (b) that  Tenant  shall  comply
                  promptly  with  all  reasonable   procedures  and  regulations
                  prescribed by Landlord from time to time for coordinating such
                  work and  activities  with any other  activity  or work in the
                  Premises  or the  Building,  (c) that,  prior to such  access,
                  Tenant  shall  deliver  to  Landlord   policies  of  insurance
                  required by  Landlord,.-  (d) that Tenant shall  indemnify and
                  hold  harmless  Landlord  from and  against any and all claims
                  arising  from any  negligence,  acts or omissions of Tenant or
                  its architects, engineers, contractors,  decorators, servants,
                  agents or employees for any reason  whatsoever  arising out of
                  Tenant's  access to or being in the Building or in  connection
                  with any work to be performed  for Tenant by anyone other than
                  Landlord, and (e) comply with all the provisions of the Lease,
                  other  than  its   obligation  to  pay  Base  Annual  Rent  or
                  Additional Rent.

                                  (I) Landlord  shall have the right at any time
                  to change the  arrangement  and/or  location of  entrances  or
                  passageways, doors and doorways, and corridors, (provided that
                  such changes do not unreasonably impair Tenant's access to the
                  Premises) elevators, stairs, toilets, or other public parts of
                  the Building or Property,  and, upon giving Tenant  reasonable
                  notice thereof,  to change the name,  number or designation by
                  which the Building or the Property is commonly known.

                                   (J) If there is no  default  by Tenant  under
                  this Lease,  Tenant may,  subject to  subparagraph  6(K), upon
                  prior  notice  to  Landlord  and   submission   of  plans  and
                  specifications  to  Landlord,  but  without  Landlord's  prior
                  consent,   make   interior   non--structural    additions   or
                  improvements  to or  alterations  to the  Premises  having  an
                  aggregate cost not to exceed $15,000.00 so long as the same do
                  not  affect,  alter,  interfere  with  or  disrupt  any of the
                  electrical, mechanical, plumbing, heating, air-- conditioning,
                  ventilating  or other systems of the Demised  Premises  and/or
                  the Building, nor affect the outside appearance or roof or any
                  structural  element  of  the  Building.  Each  such  addition,
                  improvement or alteration (a) must not, individually or in the
                  aggregate,  lessen the fair market  renal value (as defined in
                  Paragraph 44) of the Premises  and/or the Building,  (b) shall
                  be completed  expeditiously in a good and workmanlike  manner,
                  and in  compliance  with all  applicable  legal and  insurance
                  requirements and (c) shall be cothpleted free and clear of all
                  liens.

                  (K)  Tenant  shall  not  make  any  addition,  improvement  or
                  alteration of the Premises having an aggregate- cost in excess
                  of  $15,000,  or  affecting,  altering,  interfering  with  or
                  disrupting  any of the  electrical,  mechanical,  plumbing  or
                  other system of the Premises  and/or the Building or affecting
                  the outside  appearance or roof or any  structural  element of
                  the Premises and/or the Building  ("Major Work") unless Tenant
                  submits  to  Landlord-   detailed  plans  and   specifications
                  therefor and Landlord  approves such plans and  specifications
                  in  writing  (which  approval,  shall  be at  Landlord's  sole
                  discretion,  except that, in the case of  alterations  that do
                  not  affect any of the  electrical,  mechanical,  plumbing  or
                  other  systefa  of  the  Premises   -and/or  the  Building  or
                  affecting the outside  appearance  or roof o-r any  structural
                  element of the Premises and/or the Building such consent shall
                  not be unreasonably withheld)

                                   (L)   All   additions,    improvements    and
                  alterations of the Premises shall, upon  installation,  become
                  the  property  of  Landlord  and shall be deemed  part of, and
                  shall be surrendered with, the Premises,  unless, with respect
                  to improvements other than the Initial Improvements  Landlord,
                  by notice given to Tenant at the time that it consents to such
                  improvements  (or,  if no such  consent  is  required,  within
                  thirty (30) days after receipt of plans  therefor),  elects to
                  relinquish  Landlord's  right thereto.  If Landlord  elects to
                  relinquish Landlord's right to any such addition,  improvement
                  or alteration, Tenant shall remove said addition,  improvement
                  or  alteration,  shall  promptly  repair  any  damage  to  the
                  Premises caused by said removal and shall restore the Premises
                  to the condition  existing prior to the  installation  of said
                  addition,  improvement or  alteration;  all such work shall be
                  done prior to the Expiration Date.

                                   (M) Tenant may install or place or  reinstall
                  or replace and remove from the Premises  any trade  equipment,
                  machinery and personal property belonging to Tenant, provided,
                  that (a) Tenant shall repair all damage caused by such removal
                  and (b) Tenant shall not install any  equipment,  machinery or
                  other items upon the roof or the  exterior of the  Building or
                  make any  openings on or about the roof or the exterior of the
                  Building.   Such  trade  equipment,   machinery  and  personal
                  property shall not become the property of Landlord.

                                   (N) Any work  performed  by  Tenant,  whether
                  prior, on or subsequent to the Commencement  Date, shall be in
                  harmony  with any  other  work in the  Building  and shall not
                  result in work  stoppages or picketing  at the  Building;  and
                  Tenant,  at its own expense,  shall  immediately take whatever
                  steps are necessary to avoid such work stoppage or picketing.

(0)  Tenant  shall  comply  with all of the  obligations  of Tenant set forth in
"Exhibit D" in performing any addition  improvement  or ---------  alteration in
the Premises.  in this paragraph  hereinafter  referred to as "lien" or "liens")
arising out of any work performed,  materials furnished, or obligations incurred
by or for  Tenant.  In the event that  Tenant  shall  not,  within ten (10) days
following  the  imposition  of any such lien,  cause the same to be  released of
record by payment or posting of a proper .bond, Landlord shall have, in addition
to all  other  remedies  provided  herein  or by law,  the  right,  but- not the
obligation,  to cause the same to be  released  by such  means as it shall  deem
proper,  including  payment of or defense  against the claim giving rise to such
lien. All sums paid by Landlord and all expenses (including, without limitation,
reasonable attorneys' fees) incurred by it in connection therewith, shall create
automatically an obli9ation of Tenant to pay to Landlord an equivalent amount as
Additional  Rent,  which  Additional  Rent  shall  be  payable  by  Tenant  upon
Landlord's demand, with interest at the maximum rate per annum permitted by law,
until paid.  To the extent  permitted by law,  Tenant shall require all Tenant's
contractors  and  materialmen  to waive any and all rights they may have to file
any liens.

                  PARAGRAPH 8 USE OF THE PREMISES:
                              -------------------

(A)  Tenant  shall  use the  Premises  only as set forth in Item 10 of the Basic
Lease  Provisions  and shall not use or permit the  Premises  to be used for any
other purpose without the prior written consent of Landlord. Tenant shall comply
with all laws,  and shall not use or occupy the  Premises in violation of law or
of the certificate of occupancy issued for the Building,  and shall  immediately
discontinue  any use of the  Premises  which  is  declared  by  Landlord  or any
governmental  authority having  jurisdiction to be a violation of law or of said
certificate  of  occupancy.  Tenant  shall  comply  with  any  direction  of any
governmental  authority having jurisdiction which shall, by reason of the nature
of Tenant's  use or occupancy  of the  Premises,  impose any duty upon Tenant or
Landlord  with  respect to the  Premises or with respect to the use or occupancy
thereof. Tenant shall not do or permit to be done anything which will invalidate
or  increase  the cost of any fire,  extended  coverage  or any other  insurance
policy covering the Building,  the Property and/or property  located therein and
shall  comply  with all  rules,  orders,  regulations  and  requirements  of the
appropriate  fire rating bureau or any other  organization  performing a similar
function. Tenant shall upon demand reimburse Landlord for the full amount of any
additional  premium  charged for such policy,  by reason of Tenant's  failure to
comply with the provisions of this paragraph.  Such  reimbursement  shall not be
Landlord's  exclusive  remedy.  In addition,  Tenant shall not use, or suffer or
permit the  Premises or any part  thereof to be used in a manner which would (i)
overload the  electrical,  mechanical  or other  systems of the  Building,  (ii)
exceed  the floor load per square  foot which the floor was  designed  to carry,
(iii) in any way impair or (B)  interfere  with the proper and economic  heating
and air  conditioning  of the  Building,  and (iv)  impair or exceed  the design
criteria,  the structural integrity,  character or appearance of the Building or
any system or component thereof.

                  of the Initial  Improvements or any other work being performed
                  by Landlord in the  Building,  (b) that  Tenant  shall  comply
                  promptly  with  all  reasonable   procedures  and  regulations
                  prescribed by Landlord from time to time for coordinating such
                  work and  activities  with any other  activity  or work in the
                  Premises  or the  Building,  (c) that,  prior to such  access,
                  Tenant  shall  deliver  to  Landlord   policies  of  insurance
                  reqiiiired  by Landlord,  (d) that Tenant shall  indemnify and
                  hold  harmless  Landlord  from and  against any and all claims
                  arising  from any  negligence,  acts or omissions of Tenant or
                  its architects, engineers, contractors,  decorators, servants,
                  agents or employees for any reason  whatsoever  arising out of
                  Tenant's  access to or being in the Building or in  connection
                  with any work to be performed  for Tenant by anyone other than
                  Landlord, and (e) comply with all the provisions of the Lease,
                  other  than  its   obligation  to  pay  Base  Annual  Rent  or
                  Additional Rent.

                                  (I) Landlord  shall have the right at any time
                  to change the  arrangement  and/or  location of  entrances  or
                  passageways, doors and doorways, and corridors, (provided that
                  such changes do not unreasonably impair Tenant's access to the
                  Premises) elevators, stairs, toilets, or other public parts of
                  the Building or Property,  and, upon giving Tenant  reasonable
                  notice thereof,  to change the name,  number or designation by
                  which the Building or the Property is commonly known.

                                  (J) If there is no  default  by  Tenant  under
                  this Lease,  Tenant may,  subject to  subparagraph  6(K), upon
                  prior  notice  to  Landlord  and   submission   of  plans  and
                  specifications  to  Landlord,  but  without  Landlord's  prior
                  consent,   make   interior   non--structural    additions   or
                  improvements  to or  alterations  to the  Premises  having  an
                  aggregate cost not to exceed $15,000.00 so long as the same do
                  not  affect,  alter,  interfere  with  or  disrupt  any of the
                  electrical, mechanical, plumbing, heating, air-- conditioning,
                  ventilating  or other systems of the Demised  Premises  and/or
                  the Building, nor affect the outside appearance or roof or any
                  structural  element  of  the  Building.  Each  such  addition;
                  improvement or alteration (a) must not, individually or in the
                  aggregate,  lessen the fair market  renal value (as defined in
                  Paragraph 44) of the Premises  and/or the Building,  (b) shall
                  be completed  expeditiously in a good and workmanlike  manner,
                  and in  compliance  with all  applicable  legal and  insurance
                  requirements and (c) shall be cothpleted free and clear of all
                  liens.

                  (K)  Tenant  shall  not  make  any  addition,  improvement  or
                  alteration of the Premises  having an aggregate cost in excess
                  of  $15,000,  or  affecting,  altering,  interfering  with  or
                  disrupting  any of the  electrical,  mechanical,  plumbing  or
                  other system of the Premises  and/or the Building or affecting
                  the outside  appearance or roof or any  structural  element of
                  the Premises and/or the Building  ("Major Work") unless Tenant
                  submits to Landlord detailed plans and specifications therefor
                  arid  Landlord  approves  such  plans  and  specifications  in
                  writing  (which   approval,   shall  be  at  Landlord's   sole
                  discretion,  except that, in the case of  alterations  that do
                  not  affect any of the  electrical,  mechanical,  plumbing  or
                  other systefa of the Premises and/or the Building or affecting
                  the outside  appearance or roof or any  structural  element of
                  the Premises  and/or the  Building,  such consent shall not be
                  unreasonably withheld) . -

                                  (L)   All    additions,    improvements    and
                  alterations of the Premises shall, upon  installation,  become
                  the  property  of  Landlord  and shall be deemed  part of, and
                  shall be surrendered with, the Premises,  unless, with respect
                  to improvements other than the Initial Improvements  Landlord,
                  by notice  given to Tenant at the time that,  it  consents  to
                  such improvements (or, if no such consent is required,  within
                  thirty (30) days after receipt of plans  therefor),  elects to
                  relinquish  Landlord's  right thereto.  If Landlord  elects to
                  relinquish Landlord's right to any such addition,  improvement
                  or alteration, Tenant shall remove said addition,  improvement
                  or  alteration,  shall  promptly  repair  any  damage  to  the
                  Premises caused by said removal and shall restore the Premises
                  to the condition  existing prior to the  installation  of said
                  addition,  improvement or  alteration;  all such work shall be
                  done prior to the Expiration Date.

                                  CM) Tenant may  install or place or  reinstall
                  or replace and remove from the Premises  any trade  equipment,
                  machinery and personal property belonging to Tenant, provided,
                  that (a) Tenant shall repair all damage caused by such removal
                  and (b) Tenant shall not install any  equipment,  machinery or
                  other items upon the roof or the  exterior of the  Building or
                  make any  openings on or about the roof or the exterior of the
                  Building.   Such  trade  equipment,   machinery  and  personal
                  property shall not become the property of Landlord.

                                  (N) Any  work  performed  by  Tenant,  whether
                  prior, on or subsequent to the Commencement  Date, shall be in
                  harmony  with any  other  work in the  Building  and shall not
                  result in work  stoppages or picketing  at the  Building;  and
                  Tenant,  at its own expense,  shall  immediately take whatever
                  steps are necessary to avoid such work stoppage or picketing.

                                  (0)  Tenant  shall  comply  with  all  of  the
                  obligations  of Tenant set forth in "Exhibit D" in  performing
                  any addition, improvement or alteration in the Premises.

                  PARAGRAPH 7 LIENS:  Tenant shall keep the  Premises  free from
                  any  mechanics  notices of  intention,  liens or  encumbrances
                  (collectively  in this  paragraph  hereinafter  referred to as
                  "lien"  or  "liens")   arising  out  of  any  work  performed,
                  materials furnished, or obligations incurred by or for Tenant.
                  In the event  that  Tenant  shall  not,  within  ten (10) days
                  following the  imposition of any such lien,  cause the same to
                  be released of record by payment or posting of a proper  bond,
                  Landlord  shall  have,  in  addition  to  all  other  remedies
                  provided herein or by law, the right, but' not the obligation,
                  to cause  the same to be  released  by such  means as it shall
                  deem proper, including payment of or defense against the claim
                  giving rise to such lien.  All sums paid by  Landlord  and all
                  expenses (including, without limitation, reasonable attorneys'
                  fees)  incurred by it in  connection  therewith,  shall create
                  automatically  an  obli9ation  of Tenant to pay to Landlord an
                  equivalent  amount as Additional  Rent,  which Additional Rent
                  shall be  payable  by  Tenant  upon  Landlord's  demand,  with
                  interest at the maximum rate per annum permitted by law, until
                  paid.  To the extent  permitted by law,,  Tenant shall require
                  all Tenant's  contractors and materialmen to waive any and all
                  rights they may have to file any liens.

                  PARAGRAPH 8 USE OF THE PREMISES:
                              -------------------

                  (A) Tenant shall use the Premises only as set forth in Item 10
                  of the Basic Lease  Provisions and shall not use or permit the
                  Premises  to be used for any other  purpose  without the prior
                  written  consent of  Landlord.  Tenant  shall  Comply with all
                  laws, and shall not use or occupy the Premises in violation of
                  law  or  of  the  Certificate  of  occupancy  issued  for  the
                  Building,  and shall  immediately  discontinue  any use of the
                  Premises  which is declared  by  Landlord or any  governmental
                  authority  having  jurisdiction to be a violation of law or of
                  said  certificate  of occupancy.  Tenant shall comply with any
                  direction of any governmental  authority  having  jurisdiction
                  which  shall,  by reason  of the  nature  of  Tenant's  use or
                  occupancy  of the  Premises,  impose  any duty upon  Tenant or
                  Landlord  with  respect to the Premises or with respect to the
                  use or occupancy thereof.  Tenant shall not do or permit to be
                  done  anything  which will  invalidate or increase the cost of
                  any fire,  extended  coverage  or any other  insurance  policy
                  covering the Building,  the Property and/or  property  located
                  therein and shall comply with all rules,  orders,  regulations
                  and  requirements of the appropriate fire rating bureau or any
                  other organization performing a similar function. Tenant shall
                  upon  demand  reimburse  Landlord  for the full  amount of any
                  additional  premium  charged  for such  policy,  by  reason of
                  Tenant's  failure  to  comply  with  the  provisions  of  this
                  paragraph.   Such   reimbursement   shall  not  be  Landlord's
                  exclusive remedy. In addition, Tenant shall not use, or suffer
                  or permit  the  Premises  or any part  thereof to be used in a
                  manner which would (i) overload the electrical,  mechanical or
                  other systems of the Building,  (ii) exceed the floor load per
                  square foot which the floor was  designed  to carry,  (iii) in
                  any way  impair or  interfere  with the  proper  and  economic
                  heating and air conditioning of the Building,  and (iv) impair
                  or exceed  the  design  criteria,  the  structural  integrity,
                  character  or  appearance  of the  Building  or any  system or
                  component thereof.

                                  (B) With respect to Tenant's use and occupancy
                  of the Premises,  Tenant shall not store,  use,  or'dispose of
                  any. hazardous materials,  in, on, under or about the Premises
                  or the Property. Tenant shall, at Tenant's own expense, comply
                  with the Environmental  Cleanup  Responsibility  Act, N.J.S.A.
                  l3:lk--6 et seq., and all other applicable federal, state, and
                  local laws,  promulgated with respect to hazardous  substances
                  and the  regulations  promulgated  thereunder  (the "Hazardous
                  Substances  Laws") . Tenant  shall,  at Tenant's  own expense,
                  make all  submissions  to,  provide  all  information  to, and
                  comply with all requirements of, the New Jersey  Department of
                  Environmental  Protection or its  replacement  and any similar
                  federal, state or local department, agency, bureau or division
                  which is  charged  with  the  enforcement  of laws  regulating
                  hazardous  wastes (the  "Hazardous  Substances  Agencies") and
                  promptly  comply with  Landlord's  requirements  in connection
                  therewith.  Should any Hazardous  Substance  Agency  determine
                  that  a  Cleanup  Plan  be  prepared  and  that a  cleanup  be
                  undertaken  because of any spills or  discharges  of hazardous
                  substances  or wastes at the  Building  or land in or on which
                  the  Premises  is located  which were  caused by Tenant or its
                  officers,  employees,  agents,  contractors or invitees,  then
                  Tenant shall,  at Tenant's own expense,  prepare and execute a
                  Cleanup  Plan  which  shall  be  approved  by  such  Hazardous
                  Substance  Agency  and  complete  the  cleanup.  Tenant  shall
                  defend,  indemnify and hold harmless Landlord from and against
                  all claims, costs, and liabilities, including attorneys' fees,
                  arising out of or in connection  with  Tenant's  breach of its
                  obligations under this Paragraph 8. Tenant's obligations under
                  this  paragraph  8 shall  survive  the  expiration  or earlier
                  termination of this Lease.

                  PARAGRAPH 9 UTILITIES AND SERVICES:
                              ----------------------

                                  (`A)  Provided  that  Tenant is not in default
                  hereunder, Landlord agrees to furnish or cause to be furnished
                  to the Premises the following utilities and services,  subject
                  to the  conditions and standards set forth below and elsewhere
                  herein:

 (i) Landlord shall provide automatic elevator facilities from 8:00 a.m. to 6:00
p.m.,  Monday  through  Friday  (legal  holidays  listed in  Exhibit  "E" "Legal
Holidays"  excepted),  and shall have at least one elevator available for use at
all other times.

From 8:00 a.m. to 6:00 p.m.,  Monday through Friday (Legal  Holidays  excepted),
Landlord shall,  subject to interruptions  beyond Landlord's control and subject
to  subparagraph  3(E),  furnish  heat  or  air--conditioning   subject  to  any
governmental  `requirements  change the electric provider to the Building at any
time.  Landlord  may,  upon  sixty  (60)  days  notice  to  Tenant,  discontinue
furnishing  electricity  to the  Premises,  but  only if  Landlord  discontinues
furnishing  such  electricity,  to  substantially  all  `of the  tenants  in the
Building,  whereupon  Tenant  shall have no further  obligation  to pay Tenant's
Electric   Charge  as  set  forth  in  Paragraph  3(E)  above.  If  Landlord  so
discontinues  furnishing  electricity  to the Premises,  Tenant shall arrange to
obtain same from the public  utility  serving the  Building and for that purpose
utilize the then existing  electrical systems,  feeders,  risers and wiring. All
meters  and  additional  panel  boards,  feeders,  risers  and  wiring and other
conductors and equipment  which may be required for Tenant to obtain  electrical
energy directly from public Utility,  shall be installed by Landlord at Tenant's
expense.
(iv) Landlord shall,  subject to  interruptions  beyond  Landlord's  control and
other   provisions   hereunder,    furnish   the   Building   with   water   for
air--conditioning, drinking and lavatory purposes only.

(v) Landlord shall provide janitorial services to the Building and Premises,  in
accordance with Exhibit "F" provided that the Premises are kept in good order by
Tenant.  Tenant  shall pay to  Landlord  the cost of removal of any of  Tenant's
refuse and  rubbish to the extent  that the same  exceeds the refuse and rubbish
usually attendant upon the use of the Premises as offices.

(vi) Landlord shall replace, as necessary, the fluorescent tubes in the standard
lighting  fixtures  installed by Landlord.  Tenant agrees to reimburse  Landlord
upon demand for the reasonable and competitive  cost of such  fluorescent  tubes
,and the labor and overhead for their installation.

                  (B)  Landlord  may impose a  reasonable  charge,  which Tenant
                  hereby  agrees  to pay  upon  demand,  for any  utilities  and
                  services  provided  by  Landlord  by  reason of any use of the
                  Premises at any time other than the hours of 8:00 a.m. to 6:00
                  p.m. Monday through Friday (excluding Legal Holidays),  or any
                  use beyond that which Landlord  agrees to furnish as described
                  above, or special  electrical,  cooling and ventilating  needs
                  created in certain areas by telephone equipment, computers and
                  other  similar  equipment  or  uses.  To the  extent  Tenant"s
                  electrical  `usage  design  e,xceeds  the  electrical  current
                  design  capacity  of the  Building,  then  Tenant will pay all
                  costs of providing additional required electrical service.

                                  (C) Tenant  agrees to  cooperate  fully at all
                  times  with  Landlord  and to  abide  by all  regulations  and
                  requirements  which  Landlord may prescribe for the use of the
                  above utilities and services.  Any failure to pay any costs as
                  described above shall constitute a breach of the obligation to
                  pay Rent under this Lease and shall  entitle  Landlord  to the
                  rights herein granted for such breach.

                                  (D)  Landlord  shall  not be liable  for,  and
                  Tenant shall not be entitled to, any abatement or reduction of
                  Rent by reason of  Landlord's  failure to  furnish  any of the
                  foregoing  services,  nor shall any such failure,  stoppage or
                  interruption  of any such  service be  construed  either as an
                  eviction of Tenant,  or relieve  Tenant from the obligation to
                  perform any covenant or  agreement.  However,  in the event of
                  any failure,  stoppage or interruption thereof, Landlord shall
                  use reasonable diligence to have service resumed promptly.

                                  (E)  Notwithstanding  anything  herein  to the
                  contrary,  Landlord  reserves  the right  from time to time to
                  make  reasonable  modifications  to the above  provisions  for
                  utilities and services;  provided,  such  modifications do not
                  diminish  the level or quality of service  below that level or
                  quality  which  is  consistent   with  a  first  class  office
                  building.

                  PARAGRAPH 10 RULES AND REGULATIONS:  Tenant agrees to abide by
                  all rules and  `regulations of the Building and Property Rules
                  and Regulations")  imposed by Landlord as set forth in Exhibit
                  "G" attached hereto,  and as the same may be changed from time
                  to time upon reasonable  notice to Tenant.  Landlord shall not
                  enforce these Rules and Regulations arbitrarily among tenants.
                  Landlord  shall not be liable for the  failure of any  tenant,
                  its  agents  or   employees   to  conform  to  the  Rules  and
                  Regulations.

                 PARAGRAPH 11 TAXES ON TENANT'S PROPERTY:
                                                           -
                              --------------------------

                  (A)  Tenant  shall be liable  for and shall pay not later than
                  ten (10)  days  before  delinquency,  all  taxes,  levies  and
                  assessments  levied  against  any  personal  property or trade
                  fixtures  placed by Tenant  in or about the  Premises.  If any
                  such  taxes,  levies  and  assessments  on  Tenant's  personal
                  property  or trade  fixtures  are levied  against  Landlord or
                  Landlord's  property or if the assessed  value of the Building
                  or the  Property is increased  by the  inclusion  therein of a
                  value placed upon such personal  property or trade fixtures of
                  Tenant and if Landlord pays the taxes,  levies and assessments
                  based upon such' increased  -assessment,  Tenant shall, within
                  five days after demand therefore, repay to Landlord the taxes,
                  levies and  assessments  so levied  against  Landlord,  or the
                  proportion of such taxes,  levies and  assessments  resul-ting
                  from such increase in the  assessment,  together with interest
                  thereon at the default  rate  determined  in  accordance  with
                  paragraph 36 of this Lease.

                                  (B)  If  the  Tenant   Improvements,   whether
                 installed  and/or paid for by Landlord or Tenant and whether or
                 not  affixed  to  the  real  property  so as to  become  a part
                 thereof,  are  assessed  for real  property  tax  purposes at a
                 valuation   higher   than  the   valuation   at  which   tenant
                 improvements  conforming to building standard (as determined by
                 Landlord)  are  assessed,  then the  real  property  taxes  and
                 assessments  levied against  Landlord or the Property by reason
                 of such excess  assessed  valuation shall be deemed to be taxes
                 levied  against  personal  property  of  Tenant  and  shall  be
                 governed  by  the  provisions  of  subparagraph  11(A).  If the
                 records of the tax  assessor  are  available  and  sufficiently
                 detailed  to  serve as a basis  for  determining  whether  said
                 Tenant  Improvements  are assessed at a higher  valuation  than
                 building  standard,  such  records  shall  be  binding  on both
                 Landlord and Tenant; otherwise, the actual cost of construction
                 shall be the basis for such determination.

                  PARAGRAPH 12 INTENTIONALLY OMITTED.

                  PARAGRAPH 13 FIRE OR CASUALTY:
                               ----------------

                                  (A) In the event that the Property (regardless
                 of whether the  Premises or access  thereto is  affected) is so
                 damaged  or  destroyed  to the  extent of more than  one--third
                 (1/3) of its replacement- cost, or to any substantial extent by
                 a casuality not covered by  Landlord's  insurance or during the
                 last two years of this Lease, Landlord, upon giving thirty (30)
                 days notice to Tenant, may elect to terminate this Lease.

                                  (B) In the event the Premises  are  completely
                 destroyed or so badly  damagedthat,  in  Landlord's  reasonable
                 opinion, repairs to the Premises cannot be completed within two
                 hundred   seventy  (270)  days  from  the  date  of  damage  or
                 destruction,  Landlord  will so notify  Tenant,  in which event
                 this Lease may be  terminated  by either  Landlord or Tenant by
                 giving thirty (30) days advance written notice,  said notice to
                 be given within 15 days following receipt of Landlord's notice.
                 In the event Tenant shall fail to

                  terminate  this Lease as  provided  in this  subparagraph  (B)
                  then,  Tenant  shall  thereafter  have no further  right to so
                  terminate based upon the provisions of this subparagraph (B).

                                   (C)  If  this  Lease  is  not  terminated  as
                  provided in  Subparagraph 13 (A) and 13 (B) , or if the damage
                  or destruction `is other than as provided in Subsection 13 (a)
                  and 13(b).,  then Landlord shall  commence  within ninety (90)
                  days after such damage or  destruction  to rebuild,  repair or
                  restore the Premises and access thereto to  substantially  the
                  same  condition  as when  the-same  were  delivered to Tenant,
                  excluding  any  improvements  owned by  Tenant,  and the Lease
                  shall continue in full force and effect.

                  (D) If this Lease is  terminated as provided  above,  Tenant's
obligation  to pay  Rent  hereunder  shall  cease as of the  date of  damage  or
destruction  if Premises are  rendered  untenantable.  (E) Landlord  shall in no
event  be  obligated  to  make  any  repairs  or  replacement  of any  fixtures,
furniture,  equipment or other property (real or personal)  owned by Tenant.  If
the lease is not terminated but the Premises are rendered totally  untenantable,
Rent shall abate during the period of such untenantability.  Tenant acknowledges
(1) that Landlord shall not obtain insurance of any kind on Tenant Improvements,
alterations,  additions and  improvements  to the Premises owned by Tenant or on
Tenant's furniture,  fixtures,  equipment and other personal property, (ii) that
it is Tenant's  obligation  to obtain such  insurance at Tenant's  sole cost and
expense,  and (iii) that  Landlord  shall not be  obligated to repair any damage
thereto  or replace  the same.  The  provisions  of this  Paragraph  13 shall be
considered an express  agreement  governing any case of damage or destruction of
the Premises by fire or other casualty,  and any law of the State of New Jersey,
providing for such a contingency in the absence of an express agreement, and any
other law of like import,  now or hereafter in force,  shall have no application
in such case.

                                  PARAGRAPH 14 EMINENT DOMAIN: In case the whole
                  of the premises,  or such part thereof as shall  substantially
                  interfere  with Tenant's use and occupancy  thereof,  shall be
                  taken by any lawful  power or  authority  by  exercise  of the
                  power of eminent domain,  this Lease shall terminate effective
                  as of the date  possession  is required to be  surrendered  to
                  said authority.  In the event of any taking (in whole or part)
                  of the Property  whether or not the Premises or access thereto
                  are affected thereby, which taking in Landlord's judgment will
                  render  continued  operation  of  the  Property   economically
                  unfeasible,  Landlord  shall have the right to terminate  this
                  Lease. Except as provided herein, Tenant shall not, because of
                  any taking,  assert any claim  against  Landlord or the taking
                  authority  for any  compensation  because of such taking,  and
                  Landlord shall be entitled to receive the entire amount of any
                  award without  deduction for any estate or interest of Tenant.
                  In the event  the  amount  of  property  or the type of estate
                  taken shall not  substantially  interfere with Tenant's use of
                  the  Premises,  and Landlord  does not  terminate  this Lease,
                  Landlord  shall proceed to restore the Premises (to the extent
                  permitted  by the  taking) to  substantially  their  condition
                  prior to such partial taking,  and a  proportionate  allowance
                  shall be made to Tenant  (D) At any time  within  thirty  (30)
                  days after Landlord's receipt of the information  specified in
                  subparagraph  (C) above,  Landlord  may by  written  notice to
                  Tenant,  elect  (I) to take  from  Tenant  a  sublease  of the
                  Premises or the portion  thereof  proposed to be  subleased by
                  Tenant, or to take an assignment of Tenant's  leasehold estate
                  hereunder,  or such part thereof as shall be specified in said
                  notice,  upon the same terms as those  offered to the proposed
                  subtenant or assignee, as the case may be; (ii) to give Tenant
                  written  consent  to  the  proposed  assignment  or  sublease,
                  provided  that the Rent  payable  monthly by the Tenant to the
                  Landlord under the terms of this Lease shall be increased by a
                  sum equal to all rental and other  considerations  received by
                  Tenant  from its  subtenant  or assignee in excess of the Rent
                  payable  by  Tenant  under  the  terms of this  Lease,  net of
                  Tenant's reasonable and customary costs incurred in connection
                  with procuring such assignment or sublease; (iii) to terminate
                  this Lease as to the portion  (including  all) of the Premises
                  proposed to be  subleased or  assigned,  with a  proportionate
                  abatement  in the  Rent  payable  hereunder;  or  (iv) to deny
                  consent,   in  writing,   to  Tenant's   proposed   sublet  or
                  assignment.

                                  (E) Landlord shall not  unreasonably  exercise
                  its rights under  subparagraph (D) (iv) above,  provided,  all
                  the following  conditions  are present:  (j) Tenant shall send
                  notice to Landlord, in writing,  including all the information
                  specified in  subparagraph  (C) above;  (ii) the  subtenant or
                  assignee is of high quality, character and financial stability
                  consistent   with  the  high  standards  of  the  Building  as
                  determined  by  Landlord  in  Landlord's  reasonable  business
                  judgment;  (iii) the  proposed  subtenant or assignee is not a
                  party then  occupying  space in the  Building or party who has
                  negotiated with Landlord for comparable  space in the Building
                  for a comparable  term as the term hereof,  within the six (6)
                  month period preceding the date of Tenant's notice pursuant to
                  this  subparagraph  (E);  (iv) Tenant shall not have  publicly
                  advertised  the  availability  for  assignment,   sublease  or
                  occupancy  of all or any part of the Premises at a rental rate
                  lower  than the rate at which  Landlord  is then  offering  to
                  lease similar space in the Building, (v) the proposed assignee
                  or subtenant is not a governmental  agency or body, or school,
                  (vi) the assignee or subtenant does not engage in the business
                  of leasing or subleasing  executive  suites,  and (vii) in the
                  case of a sublease, the space to be subleased is more than 50%
                  of  the  Premises.  (F)  If  `Tenant  is  a  corporation,   an
                  unincorporated  association  or  partnership,   the  transfer,
                  assignment or  hypothecation  of any stock or interest in such
                  corporation,  association or partnership,  in the aggregate in
                  excess  of  twenty--five  (25%)  percent,  shall be  deemed an
                  assignment within the meaning and provisions of this Paragraph
                  15,  except that  Tenant  shall have the ri'ght to assign this
                  Lease or sublease the Premises, without Landlord's consent, to
                  any entity that is controlled  by, under common  control with,
                  or controls Tenant.  As used herein,  the term "control" shall
                  mean the power to direct  the'  affairs of such  entity or the
                  power  to vote a  majority  of the  equity  interests  of such
                  entity.

                                  (G) Tenant shall not be entitled to make,  nor
                  shall Tenant make,  any claim,  and Tenant  hereby  waives any
                  claims,  for money  damages  (nor shall Tenant claim any money
                  damages by way of set-off,  counterclaim,  or  defense)  based
                  upon any claim or  assertion  by  Tenant  that  Landlord'  has
                  unreasonably  delayed  its  consent or  approval to a proposed
                  assignment or  subletting  as provided for in this  paragraph.
                  Tenant's  sole  remedy  shall be an  action or  proceeding  to
                  enforce  any  such  provision,  or for  Specific  performance,
                  injunction, or declaratory judgment.

                  PARAGRAPH 16 LANDLORD'S ACCESS TO PREMISES:  Landlord reserves
                  and shall at any and all  reasonable  times  and upon  advance
                  notice to Tenant (except in the case of an emergency) have the
                  right to enter the  Premises  to inspect  the same,  to supply
                  janitor  service  and any  other  service  to be  provided  by
                  Landlord  to  Tenant  hereunder,  to  show  said  Premises  to
                  prospective  purchasers,  mortgagees,  or tenants, to alter or
                  repair  the  Premises  or  any  portion  of  the  Building  or
                  Property,  all without  being deemed  guilty of an eviction of
                  Tenant and without abatement of Rent, and may for that purpose
                  erect   scaffolding  and  other  necessary   structures  where
                  reasonably  required  by  the  character  of  the  work  to be
                  performed,  provided that Landlord shall take reasonable steps
                  to   minimize    interference    with    Tenant's    business.
                  Notwithstanding  anything  to the  contrary  contained  in the
                  immediately  preceding  sentence,  Landlord  `--shall  not  be
                  required  to incur any  additional  expense,  or employ  after
                  hours  labor to  satisfy  Landlord's  obligations  under  this
                  Paragraph  16.  Tenant  hereby waives any claim for damages or
                  any injury or inconvenience  to or interference  with Tenant's
                  business,  any loss of  occupancy  or quiet  enjoyment  of the
                  Premises,  and any other loss occasioned thereby.  For each of
                  the aforesaid  purposes,  Landlord shall at all times have and
                  retain a key with  which to unlock  all of the doors in,  upon
                  and about the Premises,  excluding  Tenant's vaults and safes,
                  and  Landlord  shall  have the  right to use any and all means
                  which  Landlord  may  deem  proper  tO open  said  doors in an
                  emergency  in order to obtain entry to the  Premises,  and any
                  entry to the  Premises  obtained  by  Landlord  by any of said
                  means shall not under any circumstances be construed or deemed
                  to be a forcible or unlawful  entry into, or a detainer of the
                  Premises,  or any  eviction of Tenant from the Premises or any
                  portion thereof. No provision of this Lease shall be construed
                  as obligating Landlord to perform any repairs,  alterations or
                  decoration   except  as  otherwise   expressly  agreed  to  be
                  performed by Landlord.

                  PARAGRAPH 17 SUBORDINATION, ATTORNMENT, ESTOPPEL CERTIFICATES:
                               ------------------------------------------------

                                  (A)  This  Lease  is  junior,   subject,   and
                  subordinate to all ground leases,  mortgages,  deeds of trust,
                  and other  security  instruments  of any kind now covering the
                  Property or any portion thereof.  Landlord  reserves the right
                  to place  liens or  encumbrances  on the  Property or any part
                  thereof or  interest  therein  superior  in lien and effect to
                  this Lease.  This Lease,  at the option of Landlord,  shall be
                  subject  and   subordinate  to  any  and  all  such  liens  or
                  encumbrances now or hereafter  imposed by Landlord without the
                  necessity  of  the  execution  and  delivery  of  any  further
                  instruments   on  the  part  of  Tenant  to  effectuate   such
                  subordination. Notwithstanding the foregoing, Tenant covenants
                  and agrees to execute and deliver  upon  request  such further
                  instruments evidencing such subordination of this Lease as may
                  be requested by Landlord.

                                  (B) Tenant  shall at any time and from time to
                  time  upon  not  less  than  ten (10)  days  prior  notice  by
                  Landlord,  execute,  acknowledge  and  deliver  to  Landlord a
                  statement in writing and in form and substance satisfactory to
                  Landlord  certifying that this Lease is unmodified and in full
                  force and effect (or if there  have been  modifications,  that
                  the same is in full force and effect as  modified  and stating
                  the  modifications),  and the dates to which the Basic  Annual
                  Rent,  Additional  Rent and  other  charges  have been paid in
                  advance,  if  any,  and  stating  whether  or not to the  best
                  knowledge of Tenant, Landlord is in default in the performance
                  of any  covenant,  agreement  or  condition  contained in this
                  Lease and, if so, specifying each such default of which Tenant
                  may have knowledge and such other matters as may be reasonably
                  requested  by  Landlord  or any  lender  or  purchaser  of the
                  Property.  Any  such  statement  delivered  pursuant  to  this
                  Paragraph 17 may be relied upon by any  prospective  purchaser
                  of the fee of the Building or the  Property or any  mortgagee,
                  ground lessor or other  encuxnbrancer  thereof or any assignee
                  of any such person.  Tenant shall also, at any time,  and from
                  time to time, upon not less than ten (10) days prior notice by
                  Landlord  execute and deliver to Landlord  forms and documents
                  as may be necessary for compliance  with any  applicable  law,
                  statute, ordinance, rule or regulation.

                  (C)  Tenant  agrees  that in the event  that any holder of any
                  ground or underlying lease, mortgage,  deed of trust, or other
                  encumbrance  encumbering any part of the Property  succeeds to
                  Landlord's interest in the Premises,  Tenant shall pay to such
                  holder,all  rents  subsequently  payable  under this Lease and
                  shall,  upon request of any such person or party succeeding to
                  Landlord's  interest,  automatically  become the Tenant of and
                  attorn to such  successor  in interest  without  change in the
                  terms or provisions of this Lease.  Such successor in interest
                  shall not be bound by (i) any payment of Basic Monthly  Rental
                  Installments for more t,han one month in advance,' or (ii) any
                  amendment  modification of this Lease made without the written
                  consent of such  successor in  interest.  Upon request by such
                  successor  in interest  and  without  cost to Landlord or such
                  successor in interest, Tenant shall execute,  acknowledge, and
                  deliver an instrument or instruments confirming the attornment

                 PARAGRAPH  18  SALE  BY  LANDLORD:  In the  event  of a sale or
                 conveyance  by  Landlord of the  Property or any part  thereof,
                 subject to the provisions of Paragraph 4 above,  the same shall
                 operate to release  Landlord from any and all  liability  under
                 this Lease accruing after the date of such conveyance of title.

                  PARAGRAPH 19 INDEMNIFICATION AND INSURANCE:
                               -----------------------------

                                  (A)  Tenant  shall  indemnify,  hold  Landlord
                  harmless from and defend Landlord  against any and all claims,
                  losses,  costs,  damages,  expenses or liabilities,  including
                  without limitation  reasonable attorneys' fees, for any injury
                  or damages to any person or property  whatsoever,  arising out
                  of or in  connection  with (I) any  act,  neglect,  fault,  or
                  omission  of  Tenant,  its  agents,  servants,   employees  or
                  invitees,  (ii) any act or occurrence within the Premises,  or
                  (iii) any  default  by Tenant  under  the  provisions  of this
                  Lease.  This  indemnity  shall  not  require  any  payment  by
                  Landlord as a condition precedent to recovery. In addition, if
                  any person not a party to this Lease shall institute any other
                  type of action  against Tenant in which Landlord shall be made
                  a party  defendant,  Tenant  shall  indemnify,  hold  Landlord
                  harmless  from and defend  Landlord from all  liabilities  and
                  costs by reason thereof. For the purposes of this subparagraph
                  19(A),  the term "Landlord" shall also include as indemnitees,
                  as the case may be, Landlord's servants  employees,  officers,
                  agents, and/or contract managers.

(B)Tenant hereby agrees to maintain in full force and effect at all times during
the term of this Lease,  at its own expense,  for the  protection  of Tenant and
Landlord as their  interests  may  appear,  policies  of  insurance  issued by a
responsible  carrier or carriers acceptable to Landlord (with deductible amounts
acceptable to Landlord) which afford the following coverages: (ii) Comprehensive
General ---Not Less than $5,000,000

Liability  Insurance  combined single limit for Including Blanket bodily injury,
property  Contractual  Liability,  Broad  damage and fire damage  Form  Property
Damage, Personal Injury, Fire Damage

(iii)  Automobile  liability  for  ----Not  less than  $1,000  000,  000  owned,
non--owned,  or hired combined single limit for vehicles  operated on the bodily
injury and property Property damage

                 Landlord,  and any other person or entity reasonably designated
                 by  Landlord,  shall be named as an  additional  insured on all
                 policies listed under (ii) and (iii)

                                  (iv)    All  Risk  Property   Coverage  in  an
                                          amount  sufficient  to cover  the full
                                          cost    of    replacement    of    all
                                          improvements  and  betterments  to the
                                          Premises  owned by  Tenant  and all of
                                          Tenant's  fixtures and other  personal
                                          property.

(C) Tenant shall deliver to Landlord at least thirty
                  (30) days prior to the time such  insurance is first  required
                 to be carried by Tenant,  and  thereafter  at least thirty (30)
                 days prior to expiration of each such policy,  certificates  of
                 insurance  evidencing  the above  coverage with limits not less
                 than  those  specified  above.  Such   certificate,   with  the
                 exception of Worker's  Compensation,  shall  expressly  provide
                 that the interest of Landlord  therein shall not be affected by
                 any  breach  by  Tenant of any  provision  of any such  policy.
                 Further,  all certificates shall expressly provide that no less
                 than  thirty  (30) days  prior  written  notice  shall be given
                 Landlord   in  the  event  of   material   alterations   to  or
                 cancellation of the coverages evidenced by such certificates.

                                  (D)  Upon   demand,   Tenant   shall   provide
                 Landlord,  at Tenant's  expense,  with such increased amount of
                 existing insurance,  and such other insurance in such limits as
                 Landlord may reasonably require and such other hazard insurance
                 as the nature and  condition of the Premises may require in the
                 judgment of Landlord,  to afford Landlord  adequate  protection
                 for said risks.

(D)                                        If  on  account  of  the  failure  of
                                           Tenant to comply with the  provisions
                                           of this  Paragraph  19,  Landlord  is
                                           adjudged   a   co-insurer    by   its
                                           insurance  carrier,  then any loss or
                                           damage   Landlord  shall  sustain  by
                                           reason  thereof  shall  be  borne  by
                                           Tenant and shall be immediately  paid
                                           by  Tenant  upon  receipt  of a  bill
                                           therefor and evidence of such loss.

(F) Landlord makes no representation  that the limits of liability  specified to
be  carried  by Tenant  under the terms of this  Lease are  adequate  to protect
Tenant against Tenant's undertaking under this Paragraph 19. In the event Tenant
believes  that any such  insurance  coverage  called  for  under  this  Lease is
insufficient,  Tenant  shall  provide,  at  its  own  expense,  such  additional
insurance as Tenant deems adequate.

PARAGRAPH  20 WAIVER OF  SUBROGATION:  Tenant and  Landlord  each agree that the
respective  insurance  carried  by it  against  loss or  damage by fire or other
casualty  shall  contain  a clause  whereby  the  insurer  waives  its  right of
subrogation  against the other party.  Pursuant to the  foregoing,  Landlord and
Tenant hereby waive all claims for recovery from the other party for any loss or
damage to any of its  property  insured  under valid and  collectible  insurance
policies to the extent of any recovery collectible under such insurance.

PARAGRAPH  2]. NO  WAIVER:  No  failure by  Landlord  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.  Landlord's  waiver,  if any,  shall only be as  expressly  stated in
writing  and signed by  Landlord.  No consent or waiver by Landlord to or of any
breach of any  covenant,  condition  or duty of Tenant  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  expressly  stated otherwise in writing and signed by
Landlord.  No payment by Tenant or receipt by Landlord  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  Rent,  nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment for Rent be deemed an accord and  satisfaction,  and Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance o'f such Rent or pursue any other remedy provided herein or by law.

PARAGRAPH 22 DEFAULT:
             -------

(A) The occurrence of any of the following shall  constitute a material  default
and breach of this Lease by Tenant:

(i) Any failure by Tenant to pay the Rent or to make any other payment  required
to be
            made by Tenant hereunder;

(ii) The  abandonment of the Premises by Tenant;  (iii) Any failure by Tenant to
observe and perform any of its other  obligations  under this Lease,  where such
failure  continues for ten (10) days (except where a different period of time is
specified in this,  Lease) after  federal,  state or other law for the relief of
debtors;
(vii) Tenant fails to obtain the  dismissal,  within  thirty (30) days after the
commencement   thereof  of  any  `  bankruptcy,   reorganization  or  insolvency
proQeeding,  or  other  proceeding  under  any law for the  relief  of  debtors,
instituted against it by one or more third parties,  or fails caused directly or
indirectly  by  Tenant's  failure to perform  its  obligations  under this Lease
including, but not limited to, reasonable attorneys' fees and costs; plus

                  (iv) , ` at  Landlord's  election,  such other amounts if any,
                  shall be held by  Landlord  and  applied  in payment of future
                  Rent as the same may become due and payable hereunder.  Should
                  any such reletting  result in the payment of rentals less than
                  the Rent  payable by Tenant  hereunder,  then Tenant shall pay
                  such deficiency to Landlord  immediately  upon demand therefor
                  by  Landlord.  Tenant  shall  also  pay  Landlord  as  soon as
                  ascertained,  any costs and expenses  incurred-by  Landlord in
                  such reletting or in making such  alterations  and repairs not
                  covered by the rentals received from such reletting.

                                  (A)  On   the   expiration   or   the   sooner
                 termination  hereof,   Tenant  shall  peaceably  surrender  the
                 Premises broom clean, in good order,  condition and repair.  On
                 or  before  the  last  day  of the  Lease  term  or the  sooner
                 termination herof, Tenant shall at its expense remove its trade
                 fixtures,  signs and other personal property from the Premises.
                 Any  property  not removed  shall be deemed  abandoned  and may
                 either be retained by Landlord as its property, or disposed of,
                 without  accountability and at Tenant's expense, in such manner
                 as Landlord may determine.  If the Premises are not surrendered
                 at the end of the Lease term or the sooner  termination  Tenant
                 shall indemnify  Landlord  against loss or liability  resulting
                 from  delay  by  Tenant  in  so   surrendering   the  Premises,
                 including,  without  limitation,  claims made by any succeeding
                 tenants founded on such delay.  Tenant shall promptly surrender
                 all keys for the Premises and Building restrooms to Landlord at
                 the place then fixed for payments of Rent.  Tenant's  covenants
                 hereunder  shall survive the  expiration or termination of this
                 Lease.

                                  (B) If Tenant holds over after the  expiration
                 or  sooner  termination  hereof  without  the  express  written
                 consent of Landlord, Tenant shall become a Tenant at sufferance
                 only at two times the greater of (i) the Rent due  hereunder or
                 (ii) the then  prevailing  market rate rent,  as  determined by
                 Landlord in its sole and absolute discretion, plus all items of
                 Additional Rent provided herein,  and otherwise upon the terms,
                 covenants  and   conditions   herein   specified,   so  far  as
                 applicable.   Acceptance   by   Landlord  of  Rent  after  such
                 expiration  or  earlier  termination  shall  not  constitute  a
                 consent to a  holdover  hereunder  or result in a renewal.  The
                 foregoing  provisions of this  paragraph are in addition to and
                 do not affect  Landlord's rights of reentry or any other rights
                 of Landlord hereunder or as otherwise provided by law.

                  PARAGRAPH 27 CONDITION OF PREMISES:  Landlord's responsibility
                  with respect to the  condition of the Premises is set forth in
                  Landlord's  Work  Letter.  Tenant  acknowledges  that  neither
                  Landlord nor any agent of Landlord has made any representation
                  or warranty with respect to the Premises,  the Building or the
                  Property or with respect to the suitability of any part of the
                  Property for the conduct of Tenant's  business.  The taking of
                  possession  of  the  Premises  by  Tenant  shall  conclusively
                  establish that the Building and the Premises were at such time
                  in good order and repair.

                  PARAGRAPH 28 QUIET  POSSESSION:  Upon Tenant's paying the rent
                  reserved  hereunder and observing  and  performing  all of the
                  covenants,  conditions  and  provisions on Tenant's part to be
                  observed  and  performed  hereunder,  Tenant  shall have quiet
                  possession of the Premises for the entire term hereof, subject
                  to all of the provisions  `of this Lease.  This covenant shall
                  be  binding  upon  any  landlord  hereunder  only  during  its
                  respective ownership of the Premises.

                  PARAGRAPH 29 LIMITATION OF LANDLORD'S LIABILITY:
                               ----------------------------------

                                  (A)  Landlord'and  its  employees'  and-agents
                 shall  not be  liable  for  any  damage  to  Tenant's  property
                 entrusted to  employees of Landlord or its agents,  nor for any
                 loss or interruption of Tenant's possession, nor for loss of or
                 damage  to any  property  by  theft or  otherwise,  nor for any
                 injury or damage to  property  resulting  from fire,  explosion
                 falling plaster,  steam, gas, electricity,  water or rain which
                 may  leak  from  any part of the  Building  or from the  pipes,
                 appliances or plumbing  works therein or from the roof,  street
                 or  sub-surface  or from  any  other  place or  resulting  from
                 dampness or any other cause  whatsoever  in the Building or the
                 Property.  Landlord and its  employees  and agents shall not be
                 liable for any property loss  resulting  from any latent defect
                 in the  Premises or in the  Building.  Tenant shall give prompt
                 notice to Landlord in case of fire, accidents or defects in the
                 Premises or in the Building.

                                  (B)  Tenant  shall look  solely to  Landlord's
                 estate and property in the  Property (or the proceeds  thereof)
                 for th,e  satisfaction of Tenant's  remedies for the collection
                 of a judgment (or other judicial process) requiring the payment
                 of money by  Landlord  in the event of any  default by Landlord
                 hereunder,  and no other  property  or  assets of  Landlord  or
                 Landlord's  partners  or  members  shall  be  subject  to levy,
                 execution or other  enforcement  procedure for the satisfaction
                 of  Tenant's  remedies  under or with  respect  to either  this
                 Lease,  the relationship of Landlord and Tenant  hereunder,  or
                 Tenant's use and occupancy of the Premises.

PARAGRAPH  30  GOVERNING  LAW:  This Lease shall be governed  by. and  construed
pursuant to the law of the State of New
                                 --------------
                  Jersey.

                  PARAGRAPH  31  COMMON   FACILITIES:   Tenant  shall  have  the
                  non-exclusive  right  in  common  with  others,  to the use or
                  "common entrances, lobbies, elevators, stairs and other common
                  facilities in and adjacent to the Building or Property, as may
                  be  provided by  Landlord  from time to time for general  use,
                  subject to such rules and regulations as may be adopted by the
                  Landlord  including,  but not  limited  to, the right to close
                  from time to time all or any portion of said common facilities
                  to such  extent as may be legally  sufficient,  in  Landlord's
                  sole opinion,  to prevent a dedication  thereof or the accrual
                  of rights to any person or to the public, therein.

                  PARAGRAPH  32  SUCCESSORS  AND  ASSIGNS:  Except as  otherwise
                  provided in this Lease,  all of the covenants,  conditions and
                  provisions of this Lease shall be binding upon and shall inure
                  to the  benefit of the  parties  hereto  and their  respective
                  heirs,  personal  representatives,   successors  and  assigns.
                  However,  the  obligations  of Landlord under this Lease shall
                  not be binding upon Landlord. herein named with respect to any
                  period  subsequent  to the  transfer  of its  interest  in the
                  Property as owner or lessee thereof,  and in the event of sudh
                  transfer  said  obligations  shall  thereafter be binding upon
                  each  transferee  of the interest of Landlprd  herein named as
                  such owner or lessee of the  `Property,  but only with respect
                  to the period  commencing with its respective  transfer in and
                  ending with a subsequent transfer out, and such transferee, by
                  accepting such interest,  shall be deemed to have assumed such
                  obligations except only as may be expressly otherwise provided
                  in  this  Lease.  Any  lease  of all or  substantially  all of
                  Landlord's interest in the Property as owner or lessee thereof
                  shall be deemed a  transfer,  to the tenant  under such lease,
                  within the meaning of Paragraph 32.

                  PARAGRAPH 33 BROKERS:
                               -------

                                   (A) Tenant  represents and agrees that it has
                  not  directly  or  indirectly   dealt  with  any  real  estate
                  broker(s)  other than the firm(s)  specified  in Item 9 of the
                  Basic Lease  Provisions in connection  with this  transaction.
                  Tenant agrees to defend,  indemnify and hold Landlord harmless
                  from and  against  any  claims  for  brokerage  commission  or
                  finder's fee arising out of or based on any alleged actions of
                  Tenant with' any other broker or brokers.

(C)                   Landlord represents and agrees that it has not directly or
                      indirectly dealt with any real estate broker(s) other than
                      the  firm(s)  specified  in  Item  9 of  the  Basic  Lease
                      Provisions in connection with this  transaction.  Landlord
                      agrees to defend,  indemnify and hold Tenant harmless from
                      and  against  any  claims  for  brokerage   commission  or
                      finder's  fee  arising  out of or  based  on  any  alleged
                      actions  of  Landlord  with any other  broker or  brokers.
                      Landlord  agrees to pay any commissions or fees payable to
                      the real estate  broker  specified  in Item 9 of the Basic
                      Lease Provisions pursuant `to- the terms of a separate

                                   (A)  On   the   expiration   or  the   sooner
                  termination  hereof,  Tenant  shall  peaceably  surrender  the
                  Premises broom clean, in good order,  condition and repair. On
                  or  before  the  last  day of th.e  Lease  term or the  sooner
                  termination  hereof,  Tenant  shall at its expense  remove its
                  trade  fixtures,  signs and other  personal  property from the
                  Premises.  Any property not removed shall be deemed  abandoned
                  and may either be retained by  Landlord  as its  property,  or
                  disposed of, without  accountability  and at Tenant's expense,
                  in such manner as Landlord may determine.  If the Premises are
                  not  surrendered  at the end of the Lease  term or the  sooner
                  termination  Tenant shall indemnify  Landlord  against loss or
                  liability  resulting  from delay by Tenant in so  surrendering
                  the Premises,  including,  without limitation,  claims made by
                  any  succeeding  tenants  founded on such delay.  Tenant shall
                  promptly  surrender  all keys for the  Premises  and  Building
                  restrooms  to Landlord at the place then fixed for payments of
                  Rent.   Tenant's   covenants   hereunder   shall  survive  the
                  expiration or termination of this Lease.

                                  (B) If Tenant holds over after the  expiration
                  or sooner  termination  hereof  without  the  express  written
                  consent  of   Landlord,   Tenant  shall  become  a  Tenant  at
                  sufferance  only at two times the  greater of (i) the Rent due
                  hereunder  or (ii) the then  prevailing  market rate rent,  as
                  determined  by Landlord in its sole and  absolute  discretion,
                  plus  all  items  of  Additional  Rent  provided  herein,  and
                  otherwise  upon the ternis,  covenants and  conditions  herein
                  specified,  so far as  applicable.  Acceptance  by Landlord of
                  Rent after such  expiration or earlier  termination  shall not
                  constitute  a consent to a holdover  hereunder  or result in a
                  renewal.  The foregoing  provisions  of this  paragraph are in
                  addition to and do not affect  Landlord's rights of reentry or
                  any  other  rights  of  Landlord  hereunder  or  as  otherwise
                  provided by law.

                  PARAGRAPH 27 CONDITION OF PREMISES:  Landlord's responsibility
                  with respect to the  condition of the Premises is set forth in
                  Landlord's  Work  Letter.  Tenant  acknowledges  that  neither
                  Landlord nor any agent of Landlord has made any representation
                  or warranty with respect to the Premises,  the Building or the
                  Property or with respect to the suitability of any part of the
                  Property for the conduct of Tenant's  business.  The taking of
                  possession  of  the  Premises  by  Tenant  shall  conclusively
                  establish that the Building and the Premises were at such time
                  in good order and repair.

                  PARAGRAPH 28 QUIET  POSSESSION  Upon Tenant's  paying the rent
                  reserved  hereunder and observing  and  performing  all of the
                  covenants,  conditions  and  provisions on Tenant's part to be
                  observed  and  performed  hereunder,  Tenant  shall have quiet
                  possession of the Premises for the entire term hereof, subject
                  to all of the provisions of this Lease. This covenant shall be
                  binding upon any landlord hereunder only during its respective
                  ownership of the Premises.

                  PARAGRAPH 29 LIMITATION OF LANDLORD'S LIABILITY:
                               ----------------------------------

                                  (A) Landlordand its employees  andagents shall
                  not be liable for any damage to Tenant's property entrusted to
                  employees  of  Landlord  or its  agents,  nor for any  loss or
                  interruption of Tenant's possession, nor for loss of or damage
                  to any property by theft or  otherwise,  nor for any injury or
                  damage to property  resulting  from fire,  explosion,  falling
                  plaster, steam, gas, electricity, water or rain which may leak
                  from any part of the Building or from the pipes, appliances or
                  plumbing works therein or from the roof, street or sub-surface
                  or from any other  place or  resulting  from  dampness  or any
                  other  cause  whatsoever  in the  Building  or  the  Property.
                  Landlord and its  employees and agents shall not be liable for
                  any  property  loss  resulting  from any latent  defect in the
                  Premises or in the  Building.  Tenant shall give prompt notice
                  to  Landlord  in case of fire,  accidents  or  defects  in the
                  Premises or in the Building.

                                  (B)  Tenant  shall look  solely to  Landlord's
                  estate and property in the Property (or the proceeds  thereof)
                  for the  satisfaction of Tenant's  remedies for the collection
                  of a  judgment  (or  other  judicial  process)  requiring  the
                  payment of money by  Landlord  in the event of any  default by
                  Landlord  hereunder,  and  no  other  property  or  assets  of
                  Landlord or Landlord's partners or members shall be subject to
                  levy,  execution  or  other  enforcement   procedure  for  the
                  satisfaction  of Tenant's  remedies  under or with  respect to
                  either this Lease,  the  relationship  of Landlord  and Tenant
                  hereunder, or Tenant's use and occupancy of the Premises.

PARAGRAPH  30  GOVERNING  LAW:  This Lease shall be  governed  by and  construed
pursuant to the law of the State of New Jersey.
                               -------------

                  PARAGRAPH  31  COMMON   FACILITIES:   Tenant  shall  have  the
                  non-exclusive  right  in  common  with  others,  to the use or
                  common entrances,  lobbies, elevators, stairs and other common
                  facilities in and adjacent to the Building or Property, as may
                  be  provided by  Landlord  from time to time for general  use,
                  subject to such rules and regulations as may be adopted by the
                  Landlord  including,  but not  limited  to, the right to close
                  from time to time all or any portion of said common facilities
                  to such  extent as may be legally  sufficient,  in  Landlord's
                  sole opinion,  to prevent a dedication  thereof or the accrual
                  of rights to any person or to the public therein.

                  PARAGRAPH  32  SUCCESSORS  AND  ASSIGNS:  Except as  otherwise
                  provided in this Lease,  all of the covenants,  conditions and
                  provisions of this Lease shall be binding upon and shall inure
                  to the  benefit of the  parties  hereto  and their  respective
                  heirs,  personal  representatives,   successors  and  assigns.
                  However,  the  obligations  of Landlord under this Lease shall
                  not be binding upon Landlord. herein named with respect to any
                  period  subsequent  to the  transfer  of its  interest  in the
                  Property as owner or lessee thereof,  and in the event of sudh
                  transfer osaid  obligations  shall  thereafter be binding upon
                  each  transferee  of the interest of Landlprd  herein named as
                  such owner or lessee of the Property, but only with respect to
                  the period  commencing  with its  respective  transfer  in and
                  ending with a subsequent transfer out, and such transferee, by
                  accepting such interest,  shall be deemed to have assumed such
                  obligations except only as may be expressly otherwise provided
                  in  this  Lease.  Any  lease  of all or  substantially  all of
                  Landlord's interest in the Property as owner or lessee thereof
                  shall be deemed a  transfer,  to the tenant  under such lease,
                  within the meaning of Paragraph 32.

                  PARAGRAPH 33 BROKERS:
                               -------

                                  (A) Tenant  represents  and agrees that it has
                  not  directly  or  indirectly   dealt  with  any  real  estate
                  broker(s)  other than the firm(s)  specified  in Item 9 of the
                  Basic Lease  Provisions in connection  with this  transaction.
                  Tenant agrees to defend,  indemnify and hold Landlord harmless
                  from and  against  any  claims  for  brokerage  commission  or
                  finder's fee arising out of or based on any alleged actions of
                  Tenant with any other broker or brokers.

(B) Landlord  represents and agrees that it has not directly or indirectly dealt
with any real estate broker(s) other than the firm(s) specified in Item 9 of the
Basic Lease Provisions in connection with this  transaction.  Landlord agrees to
defend,  indemnify  and hold  Tenant  harmless  from and  against any claims for
brokerage  commission  or  finder's  fee  arising out of or based on any alleged
actions of Landlord with any other broker or brokers. Landlord agrees to pay any
commissions or fees payable to the real estate broker specified in Item 9 of the
Basic Lease Provisions pursuant to the terms of a separate agreement.

                  (C) If, after the date hereof, either Landlord or Tenant shall
employ,  retain or consult with any real estate broker or brokers other than the
firms  specified in Item 9 of the Basic Lease  Provisions in connection with any
matters  pertaining to this Lease,  the Premises or the Property,  the employing
party hereby agrees to pay the broker or brokers and the employing  party hereby
agrees to defend, indemnify and to hold harmless the other party hereto from and
against any claims for  brokerage  commission  or finder's fee arising out of or
based on any alleged  actions of the employing party with respect to said broker
or brokers not specified in Item 9.

(A) Tenant shall not,  without the written consent of Landlord,  use the name of
the Building or the  Property  for any purpose  other than as the address of the
business to be conducted by Tenant in the Premises, and in no event shall Tenant
acquire any rights in or to such names.  Landlord  reserves the right, to change
the name and/or  address of the  Building or Property at. any time and from time
to time, and agrees to give reasonable notice of same to Tenant.

                  (B) It is understood and agreed that the architectural design,
aesthetic  appeal and use of the  Building and the Property are and shall remain
always in the sole control of Landlord.  Therefore,  notwithstanding anything to
the contrary contained herein,  Landlord does hereby reserve the right from time
to time and at any timeto make changes and additions,  without  restriction,  to
the Building and the Property,  improvements or other areas,  including  without
limitation,  eliminating  land,  adding other lands,  decreasing or changing the
Building and the  Property,  which are deemed  desirable  by  Landlord,  and the
making of such changes or additions shall not invalidate or affect this Lease or
any rights  hereunder  nor  constitute an eviction of Tenant or a breach of this
Lease,  nor give rise to any claim for damages.  Notwithstanding  the  foregoing
provisions,   Landlord  represents  and  confirms  that  no  such  changes  will
unreasonably and substantially  interfere with Tenant's use and occupancy of the
Premises or Tenant's access to the Building.

PARAGRAPH 35 EXAMINATION OF LEASE: Submission of this instrument for examination
or signature by Tenant does not constitute a reservation of or option for lease,
and it is not effective as a lease or otherwise  until execution by and delivery
to both Landlord and Tenant.

     PARAGRAPH 36 ADDITIONAL  CHARGES:  Unless  prohibited by law, if any amount
     due  hereunder  is not paid by Tenant when due,  Landlord may impose a late
     charge of four (4%)  percent  of the  amount  past  due,  and a charge  for
     reasonable  legal fees and costs. In addition to the foregoing,  any amount
     due from Tenant to Landlord which is not paid within thirty (30) days after
     due,  in  addition  to other  remedies  available  to  Landlord  shall,  at
     Landlord's  Option,  bear  interest  which  shall be at the  lesser  of (i)
     eighteen (18%) percent per annum or (ii) the maximum lawful rate per annum,
     from the date such  payment is due until the date  actually  paid,  but the
     payment of such interest shall not excuse or cure the default. PARAGRAPH 37
     DEFINED TERMS AND ADDITIONAL HEADINGS: The words "Landlord" and "Tenant" as
     used herein  shall,  as the case may be,  include the plural as well as the
     singular.  If more  than one  person  or  entity  is named  as  Tenant  the
     obligations of such persons or entities are joint and several. The marginal
     headings and titles to the  Paragraphs of this Lease are not a part of this
     Lease and shall have no effect upon. the construction or  interpretation of
     any part  hereof.  This  Lease  shall be  construed  without  regard to any
     presumption or other rule requiring  construction against the party causing
     this Lease to be drafted.

                  because  Landlord is unable to fulfill any of its  obligations
                  under this Lease,  if Landlord is prevented or delayed from so
                  doing by  reason  of any cause  beyond  Landlord's  reasonable
                  control  including,  but not limited to, Acts of God, strikes,
                  labor troubles, shortage of materials, governmental preemption
                  in  connection  with a national  emergency or by reason of any
                  rule,  order or regulations of any  governmental  agency or by
                  reason of war, hostilities or similar emergency; provided that
                  Landlord shall in each instance exercise reasonable  diligence
                  to effect  performance as soon as possible.  It is agreed that
                  Landlord  shall  not be  required  to incur  any  overtime  or
                  additional  expenses in  Landlord's  reasonable  diligence  to
                  effect  the  performance  of  any  of  Landlord's  obligations
                  hereunder.

                  PARAGRAPH 41 NO LIGHT AIR OR VIEW EASEMENT:  Any diminution or
                  shutting off of light,  air or view by any structure which may
                  be erected on lands  adjacent to the Building  shall in no way
                  affect this Lease or impose any liability on Landlord.

                  PARAGRAPH 42 AUTHORITY  AND  SIGNATORIES:  If Tenant  executes
                  this  Lease in other  than  individual  capacity,  each of the
                  persons  executing  this Lease on behalf of Tenant does hereby
                  personally   covenant  and  warrant  that  Tenant  is  a  duly
                  authorized  and existing  entity as herein  represented,  that
                  Tenant was and is qualified to do business in the State of New
                  Jersey,  that the Tenant has full right and authority to enter
                  into this Lease, and that each person signing on behalf of the
                  Tenant is authorized to do so. Upon  Landlord's  request,  the
                  Tenant's signatories hereto will furnish satisfactory evidence
                  of Tenant's  authorization,  and their  personal  authority on
                  behalf of Tenant, to execute this Lease.

                  PARAGRAPH 43 MISCELLANEOUS:
                               -------------

                                  (A)  If   Landlord   is  unable   to   deliver
                  possession  of the  Premises to Tenant as of the  Commencement
                  Date as a result of the  existing  tenant  holding over or for
                  any other reason,  such failure shall, not affect the validity
                  of this Lease and Landlord shall not be liable for any damages
                  which  Tenant  may  incur  as a  result  of the  delay in -the
                  Commencement  Date. In such event, the Commencement Date shall
                  occur on the date  Landlord is able to deliver  possession  of
                  the Premises to Tenant.

(B)  Landlord  represents  that the  elevators,  HVAC system and other  building
systems are Year 2000 compliant.

                  (C) Tenant shall be entitled to 5 unassigned parking spaces in
                  the parking lot located at McCarter  Highway,  across from the
                  Building,  provided,  that (i) Tenant is not in default  under
                  this Lease,  and (ii) Tenant pays to the parking lot  operator
                  Landlord's cost for such spaces, which is currently $55.00 per
                  car per month.  Tenant  recognizes that  Landlord's  agreement
                  with the parking lot operator is an annual agreement,  and may
                  be .  canceled  pursuant to the terms  thereof  upon 120 days'
                  notice. The provisions of this section shall  automatically be
                  terminated  and  of  no  further  force  and  effect  if  such
                  agreement  is  canceled  or  terminated  for any  reason.  Any
                  default  by Tenant  under  such  agreement  shall be a default
                  under this Lease.

                                  (D)  Landlord  agrees to  install  within  the
                  Building,  at  Landlord's  sole cost and expense,  a satellite
                  dish serving the Premises,  providing  Direct TV or comparable
                  service.  Tenant shall be responsible for contracting with the
                  satellite TV provider for the actual TV service, and shall pay
                  all charges in  connection  therewith.  Landlord  reserves the
                  right to  replace  the  satellite  TV  provider  with  another
                  satellite TV or cable  provider in connection  with  providing
                  such service to the Building generally.

                                  IN WITNESS  WHEREOF,  the parties  hereto have
                  executed   this  Lease,   consisting   of  the  foregoing  and
                  Paragraphs 1 through 45 which  follow,  together with Exhibits
                  "A"  through  "H",  inclusive,  incorporated  herein  by  this
                  reference as of the date first above written.

                                    LANDLORD:

                              TREMONT CAPITAL CORP.



                                      By:__

                 Name:








                          COMMENCEMENT DATE MEMORANDUM

                                  THIS AGREEMENT  made as of of _______  between
                 TREMONT  CAPITAL CORP., a Texas  corporation,  having an office
                 c/o Fairfield  Financial  Group, 8 Greenway Plaza,  Suite 1100,
                 Houston,  Texas 77046,  ("Landlord"),  and REDSTONE SECURITIES,
                 INC., a ________________  corporation,  having an office at 101
                 Fairchild Avenue, Plainview, New York 11803 ("Tenant")

                                                           W I T N E S S E T H:

                                  WHEREAS,  Landlord  and Tenant  entered into a
                  Lease dated  August ____,  1999  ("Lease")  setting  forth the
                  terms of  occupancy by Tenant for the a portion of the Seventh
                  floor at 550 Broad Street, Newark, New Jersey; and

WHEREAS,  the Lease is for an  initial  term of 5 years  with the  "Commencement
Date" of the term being defined in Basic Lease Provisions; and

                  WHEREAS,  it has been  determined  in  accordance  with  these
provisions that __________ , 1999 is the  Commencement  Date of the initial term
of the Lease.

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

1. The Commencement Date of the initial term of the Lease is ___________--, 1999
and the Expiration
Date thereof is

               ,                  2004.

2. This  agreement is executed by the parties for purposes of providing a record
of the commencement and termination
                              RULES AND REGULATIONS

                                  1. The sidewalks,  and public portions, of the
                  Building,  such as  entrances,  passages,  courts,  elevators,
                  vestibules,   stairways,  corridors  or  halls  shall  not  be
                  obstructed or encumbered by any tenant or used for any purpose
                  other than ingress and egress to and from the demised premises
                  ("demised   premises"   in  this  Exhibit  D  shall  mean  the
                  "Premises" as set forth in the Lease)

                                  2. No awniiigs or other  projections  shall be
                  attached to the outside  walls of the  Building.  No curtains,
                  blinds, shades, louvered openings or screens shall be attached
                  to or hung in, or used in connection  with, any window or door
                  of the demised premises,  without the prior written consent of
                  Landlord, unless installed by Landlord.

                                  3. No  sign,  advertisement,  notice  or other
                  lettering shall be exhibited, inscribed, painted or affixed by
                  any tenant on any part of the outside of the demised  premises
                  or Building or on corridor  walls.  Signs on entrance  door or
                  doors shall  conform to building  standard  signs,  samples of
                  which are available on request.  Signs on doors shall,  at the
                  tenant's  expense,  be inscribed,  painted or affixed for each
                  tenant by sign makers  approved by  Landlord.  In the event of
                  the  violation of the  foregoing  by any tenant,  Landlord may
                  remove same without any liability,  and may charge the expense
                  incurred  by such  removal to the tenant or tenants  violating
                  this rule.  Landlord shall provide for Tenant's use,  Tenant's
                  percentage share of the space within any building directory.

                                 4. The sashes, sash doors, skylights,  windows,
                  heating,  ventilating and air conditioning vents and door that
                  reflect or adniit light and air into the halls, passageways or
                  other public  places in the  Building  shall not be covered or
                  obstructed by any tenant, nor shall any bottles,  parcels,  or
                  other articles be placed outside of the demised premises.

                                  5. No show  cases or other  articles  shall be
                  put in front of or affixed to any part of the  exterior of the
                  Building,  nor  placed  in  the  public  halls,  corridors  or
                  vestibules without the prior written consent of Landlord.

                                  6.  The  water  and  wash  closets  and  other
                  plumbing  fixtures  shall not be used for any  purposes  other
                  than those for which they were constructed,  and no sweepings,
                  rubbish,  rags, or other  substances  shall be thrown therein.
                  All damages resulting from any misuse of the fixtures shall be
                  borne by the tenant who, or whose servants, employees, agents,
                  visitors or licensees, shall have caused the same.

                                  7. No tenant  shall in any way deface any part
                  of the demised  premises or the Building.  No tenant shall lay
                  linoleum,  or other similar floor  covering,' so that the same
                  shall  come in direct  contact  with the floor of the  demised
                  Premises,  and, if linoleum or other similar floor covering is
                  desired to be used, an interlining of builder's deadening felt
                  shall  be  first  affixed  to  the-floor,  by a paste or other
                  material, soluble in water, the use of cement or other similar
                  adhesive material being expressly prohibited.

8. No bicycles,  vehicles or animals of any kind (except  seeing eye dogs) shall
be brought into or kept in or about the Premises.

                  9. No  cooking  shall be done or  permitted  by  Tenant in the
Premises except in conformity to law and then only in the cafeteria kitchen.  No
tenant shall cause or permit any unusual or  objectionable  odors to be produced
upon or permeate from the Premises.

                  10. No space in the Building  shall be used for  manufacturing
or distribution or for the storage of merchandise, or for the sale at auction or
otherwise of merchandise, goods or property of any kind.

                  11. No tenant shall make,  or permit to be made,  any unseemly
or disturbing  noises or disturb or interfere  with occupants of the Building or
neighboring  buildings or premises or those having business with them whether by
the use of any musical instrument, radio, or in any other way.

                  12. No tenant,  nor any of the tenant's  servants,  employees,
agents, visitors or licensees, shall at any time bring or keep upon the premises
any inflammable,  combustible or explosive fluid, or chemical  substance,  other
than reasonable  amounts of cleaning fluids and solvents  required in the normal
operation of tenant's business offices.

13.                   No  additional  locks or bolts of any kind shall be placed
                      upon any of the doors or windows by any tenant,  nor shall
                      any  changes be made in  existing  locks or the  mechanism
                      thereof,   without  the  prior  written  approval  of  the
                      Landlord and unless and until a duplicate key is delivered
                      to Landlord.  Each tenant must,.  upon the  termination of
                      his  tenancy,  restore to the Landlord all keys of offices
                      and  toilet  rooms,  either  furnished  to,  or  otherwise
                      procured by, such tenant,  and in the event of the loss of
                      any keys, so furnished,  such tenant shall pay to Landlord
                      the cost thereof.

                                  14. All removals, or the carrying in or out of
                  any  safes,   freight,   furniture  or  bulky  matter  of  any
                  description must take place during the hours which Landlord or
                  its agent may determine from time to time.  Landlord  reserves
                  the  right to  inspect  all  freight  to be  brought  into the
                  Building and to exclude from the Building  `all freight  which
                  violates  any of these Rules and  Regulations  or the Lease of
                  which these Rules and Regulations are a part.

15. No tenant shall  occupy or permit any portion of the premises  demised to it
to be  occupied  as, by or for a public  stenographer  or typist,  barber  shop,
bootblacking,  beauty shop or manicuring,  beauty parlor, telephone or telegraph
agency,  employment  agency,  public  restaurant  or  bar,  commercial  document
reproduction  or offset  printing  service,  public  vending  machines,  retail,
wholesale or discount shop for sale of merchandise,  retail service shop,  labor
union,  school  or  classroom,   governmental  or  quasi--governmental   bureau,
department or agency, including an autonomous governmental  corporation,  a firm
the principal  business of which is real estate brokerage,  or a company engaged
in the  business  of  renting  office  or desk  space;  or for a public  finance
(personal loan) business,  or for  manufacturing.  No tenant shall engage or pay
any employees on the demised  premises,  except those actually  working for such
tenant on said  premises,  nor advertise for laborers  giving an address at said
Premises.  Nothing  herein shall be interpreted to prevent Tenant from making up
at the Premises payroll and payroll checks for employees at other location.

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

               17. In order that the Building  can and will  maintain a. uniform
appearance from the outside,  each Tenant in building  perimeter areas shall (a)
use only building standard  lighting,  as defined in Work Letter, in areas where
lighting is visible from outside of the Building and (b) use only four inch (4")
horizontal  blinds in window  areas  which are  visible  from the outside of the
Building.

18. Landlord  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  non--business  days all persons
who do not present a pass to the Building signed by a tenant.  Each tenant shall
be responsible  for all persons for whom such pass is issued and shall be liable
to Landlord for all acts of such persons.


19. The premises shall not be used for
lodging or sleeping or for any immoral or illegal purpose.

                  20.  AL'  Landlord's"  option,  tenants  shall  purchase  from
Landlord or its designee all lighting tubes,  lamps,  bulbs and ballasts used in
the demised  premises and tenants' shall pay Landlord's  actual  competitive and
reasonable  costs  including  reasonable  overhead and profit for  providing and
installing same, on demand.

21. Canvassing,  soliciting and peddling in the Building are prohibited and each
tenant shall cooperate to prevent the same.

                  22.  There  shall not be used in any  space,  or in the public
halls of any  building,  either by any tenant or by  jobbers  or others,  in the
delivery or receipt of merchandise,  any hand trucks, except those equipped with
rubber  tires  and  side  guards.  No hand  trucks  shall  be used in  passenger
elevators.

                  23. Tenants,  in order to obtain maximum  effectiveness of the
cooling  system,  shall lower and/or close venetian or vertical blinds or drapes
when sun's rays fall directly on windows of demised Premises.

                  24.  Replacement  of ceiling tiles if removed by Tenant or its
contractors  in both the  demised  premises  and the public  corridors,  will be
charged  to  Tenant  on a per  tile  basis.  Landlord's  charge  will be  actual
competitive costs plus reasonable overhea'd and profit.

                  25. All  paneling,  grounds or other wood  products  which are
incorporated  in  construction of fire rated assembly shall be of fire retardant
materials.  Before  installation  of any such  materials,  certification  of the
materials' fire retardant characteristics shall be submitted to Landlord, or its
agents, in a manner satisfactory to the Landlord.

                  26.  Tenant shall not in any way  obstruct or  interfere  with
the' rights of other  tenants or  occupants  of the  Building or the Property or
injure or annoy them,  or use or allow the  Premises to be used for any unlawful
or  objectionable  purpose,  nor shall  Tenant  cause,  maintain,  or permit any
nuisance in, on, or about the Premises.  Tenant shall not commit or suffer to be
committed any, waste in or upon the Premises.

27. It is understood  and agreed that Tenant shall not place a load on any floor
of the premises exceeding the floor load


<PAGE>


                                                      5


<PAGE>


                  per square  foot area which such floor was  designed  to carry
                  and which is allowed by law.  Landlord  reserves  the right to
                  prescribe  the weight and position of all safes,  vaults,  and
                  other  equipment  which must be placed so as to distribute the
                  weight.  Business  machines and mechanical  equipment shall be
                  placed and maintained by the Tenant, at Tenant's  expense,  in
                  settings  sufficient in the Landlord's  judgment to absorb and
                  preverit vibrations, noise and annoyance.

19.  Whenever  and to the extent that the above rules  conflict  with any of the
rights or obligations of Tenant  pursuant to the provisions of the Paragraphs of
the Lease, the provisions of the Paragraphs shall govern

The Cleaning Services will be made to the entire Building as indicated including
office space,  entrance lobby, public corridors,  elevator cabs,  staifways and.
lavatories

NIGHTLY SERVICES:
----------------
  1.      Dust, sweep floors.
      2.      Sweep all stairways.
 3.      Wipe drinking fountains.
4. Empty wastebaskets of normal general office
         wastepaper.
 5.      Clean cigarette urns and ash trays.
6. Remove normal general office  wastepaper and waste  materials to a designated
area in the premises..
 7.      Vacuum carpeted areas and rugs.
 8.      Damp mop floors.
                  9.                     Clean elevator cab.

WEEKLY SERVICES:
---------------
1. Dust furniture, fixtures, desk equipment, telephones and window sills.

 2.      Dust baseboards, chair rails, trim, doors, etc., within reach.

                  3.                     Clean entrance door glass.

B I-WEEKLY SERVICES:
- -----------------

                  1.    Clear stairways, office and utility doors.

MONTHLY SERVICES:
----------------

                  1.       Wash partitions, tile walls and enamel surfaces.

OCCASIONAL SERVICES:
-------------------

1. Dust  pictures,  frames,  charts and  similar  wall  hangings  not reached in
nightly  cleaning.  2. Dust  exterior of  lighting  fixtures.  3. Dust  venetian
blinds. 4. Dust vertical surfaces such as partitions, ventilating louvers, etc.,
not reached in nightly2.  Wash and polish mirrors,  powder shelves, bright work,
etc. 3. Clean and sanitize commodes,  toilet seats, wash basins and urinals.  4.
Dust partitions,  tile walls,  dispensers,  doors and receptacles.  5. Empty and
clean towel and sanitary disposal  receptacles.  6. Remove wastepaper and refuse
to a designated  area in the  premises.  7. Fill toilet  tissue,  soap and towel
dispensers with supplies.

OCCASIONAL SERVICE - RESTROOM AREA:
----------------------------------

                  1.                     High dust walls and ceilings.

                  2.                     Dust exterior of lighting fixtures.

ENTRANCE LOBBIES & PUBLIC AREAS, AS REQUIRED:
--------------------------------------------

1. Sweep and wash flooring and vacuum  carpeting..  2. Clean  cigarette urns. 3.
Dust and clean electric fixtures and any other' fittings in public corridors. 4.
Exterior  windows and glass and interior glass doors and partition glass will be
washed  inside and  outside as  required,  but not more than three (3) times per
year.

 OUTSIDE SERVICE, AS REQUIRED:
 ----------------------------

                  1.  Sweep driveways and curbs.
 2.      Sweep and clean sidewalks.
 3.      Remove snow from driveways, sidewalks, steps and
         parking areas.