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                                                                   EXHIBIT 10.54

                            FIFTH AMENDMENT TO LEASE

     THIS FIFTH AMENDMENT TO LEASE (the "AMENDMENT") is entered into this 4th
day of October, 2001, between CIN MEADOWS, L.L.C. ("LANDLORD"), and AXS-ONE,
INC. (formerly known as COMPUTRON SOFTWARE, INC.) ("TENANT").

                                   BACKGROUND

     A. Landlord and Tenant are parties to a certain Lease dated __________,
1993 (the "ORIGINAL LEASE"), between Landlord's
predecessor-in-interest--Enterprise Group Development Corporation ("EGDC")--and
Tenant, and a certain First Amendment to Lease dated May 23, 1994 (the "FIRST
Amendment"), a certain Second Amendment to Lease dated April 12, 1995 (the
"SECOND AMENDMENT"), and a certain Third Amendment to Lease dated May 4, 1995
(the "THIRD AMENDMENT"), all between EGDC and Tenant, and a certain Fourth
Amendment to Lease dated November 14, 1997, between Landlord's
predecessor-in-interest-HPI--Linque Partners One, L.P. ("HPI-LINQUE")--and
Tenant (the Original Lease, the First Amendment, the Second Amendment, the Third
Amendment and the Fourth Amendment are hereinafter collectively referred to as
the "LEASE"). The Lease covers approximately 48,766 square feet of rentable
floor area located on the eleventh (11th) and twelfth (12th) floors
(collectively, the "DEMISED PREMISEE") of the building located at 301 Route 17
North, Rutherford, New Jersey (the "BUILDING"), as more particularly described
in the Lease. Capitalized terms not expressly defined in this Amendment shall
have the meanings ascribed to them in the Lease.

     B. Landlord has acquired the Building and succeeded to the rights and
interests of EGDC and HPI-Linque as landlord under the Lease. The Term (as
defined in the Lease) has a scheduled Expiration Date (as defined in the Lease)
of December 31, 2002.

     C. Landlord and Tenant desire to extend the Term of the Lease, subject to
and in accordance with the terms and conditions of the Lease and this Amendment.

                                   AGREEMENT

     In consideration of the foregoing and of the mutual promises contained in
this Amendment, and for other good and valuable consideration the receipt and
sufficiency of which is acknowledged by Landlord and Tenant, and intending to be
legally bound hereby, Landlord and Tenant agree as follows:

     1. The Term of the Lease, as amended by this Amendment, is hereby extended
by ten (10) years, so that the Expiration Date shall be December 31, 2012 (the
"EXTENDED EXPIRATION DATE").

     2. Effective as of January 1, 2003, Tenant shall pay to Landlord Base Rent
(as defined in the Lease) for the Demised Premises, in the following amounts for
the following periods:

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        (a) For the period from January 1, 2003, through and including December
31, 2007, Base Rent shall be in the amount of ONE MILLION TWO HUNDRED FIFTY-FIVE
THOUSAND SEVEN HUNDRED TWENTY-FOUR and 52/100 DOLLARS ($1,255,724.52), payable
in equal monthly installments of ONE HUNDRED FOUR THOUSAND SIX HUNDRED
FORTY-THREE and 71/100 DOLLARS ($104,643.71); and

        (b) For the period from January 1, 2008, through and including the
Extended Expiration Date, Base Rent shall be in the amount of ONE MILLION FOUR
HUNDRED TWO THOUSAND TWENTY-TWO and 52/100 DOLLARS ($1,402,022.52), payable in
equal monthly installments of ONE HUNDRED SIXTEEN THOUSAND EIGHT HUNDRED
THIRTY-FIVE and 21/100 DOLLARS ($116,835.21).

     3. Notwithstanding anything to the contrary contained in the Lease, Tenant
acknowledges that Tenant currently is paying, and shall during the remaining
Term of the Lease (as extended by this Amendment) pay for electricity furnished
Tenant in the Demised Premises based on metering to Landlord through submeters
existing in the Demised Premises on a monthly basis together with Rent, at the
tariff applicable to Landlord (with no profit to be realized thereon by
Landlord), subject, however, in the case of the Existing Space, to the
provisions of those two (2) certain Agreements between Landlord and Tenant dated
June 10, 1996 (executed July 9, 1996), relating to retrofitting of electrical
fixtures in certain portions of the Existing Space, which Agreements are
incorporated herein by reference and shall continue in effect throughout the
Term of the Lease, as extended by this Amendment.

     4. Effective as of January 1, 2003, with respect to all periods from and
after January 1, 2003, Section 5.03 of the Lease, as previously revised under
Section 10 of the Fourth Amendment, is deleted in its entirety, and said Section
5.03, as it existed prior to the Fourth Amendment, is reinstated.

     5. Effective as of January 1, 2003, (a) for purposes of determining the Tax
Increase Amount payable by Tenant for all periods from and after January 1,
2003, (i) the Base Tax Rate (as defined in Section 2.01 of the Lease) shall mean
the real estate tax rate in effect for the calendar year 2003, and (ii) the
Assessed Valuation (as described in Section 2.08 of the Lease) shall mean the
assessed value of the Real Estate for the calendar year 2003, and (b) for
purposes of determining the Operating Increase Amount payable by Tenant for all
periods from and after January 1, 2003, the first Operating Year (as described
in Section 2.06 of the Lease) shall mean the calendar year 2003.

     6. (a) Except as provided in Section 6(b) below, all provisions of the
Lease granting Tenant the right to renew the Term of the Lease are hereby
deleted in their entirety.

        (b) (i) Tenant, provided the Lease, as amended by this Amendment, shall
then be in full force and effect, shall have the option (herein called the
"RENEWAL OPTION") to extend the Term for one (1) additional five (5) year period
(the "RENEWAL TERM"), which Renewal Term shall commence on the date immediately
succeeding the Extended Expiration Date, and end on the

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fifth (5th) anniversary of the Extended Expiration Date (such anniversary being
herein called the "RENEWAL EXPIRATION DATE"). The Renewal Option shall be
exercisable only by Tenant giving Landlord written notice of such exercise
(herein called the "RENEWAL NOTICe"), which notice shall be received by Landlord
not later than the date that is twelve (12) months, nor earlier than fifteen
(15) months, prior to the Extended Expiration Date (time being of the essence).
Landlord, at its option, may render the Renewal Notice null and void upon notice
thereof to Tenant if, at the time that Landlord receives the same, Tenant shall
be in default under the Lease, as amended by this Amendment, beyond any
applicable notice and/or cure period.

            (ii)  If Tenant exercises the Renewal Option in accordance with the
terms set forth above, then the Lease shall thereupon be extended for the
Renewal Term upon all the same terms, covenants and conditions as are contained
in the Lease, as amended by this Amendment, and applicable prior to the Renewal
Term, EXCEPT THAT for, and during, the Renewal Term: (1) the Base Rent shall be
the Renewal Term Fixed Rent (as hereinafter defined) for the Renewal Term, as
determined as hereinafter set forth; (2) the Expiration Date shall be the
Renewal Expiration Date; (3) any provisions of this Lease setting forth (i)
workletter or other work obligations of Landlord, (ii) work allowances or
contributions to be made by Landlord or (iii) Rent credits or concessions or
"free rent" periods, shall not apply (except for any rent abatements provided
for in Sections 12.01 and 13.03 of the Lease); and (4) the provisions of
subparagraph (b)(i) hereinabove above relating to Tenant's right to renew the
Term shall not be applicable.

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

                  (B) As used herein, the term "RENEWAL FAIR MARKET FIXED RENT"
for the Renewal Term shall mean 95% of the fixed rent, per rentable square
foot per annum, that a willing tenant would pay and a willing landlord would
accept for a hypothetical renewal of the Demised Premises having a 5-year
term (commencing with the commencement of the Renewal Term), determined as of
six (6) months prior to the Extended Expiration Date, and providing for fixed
annual rent on a level payment basis throughout such term (i.e., no step-ups
in fixed rent), based solely on renewals then being and having recently
(i.e., within the past six (6) months) been consummated in the Building and
in buildings reasonably comparable to the Building located in the Meadowlands
Class A office building rental market, for premises reasonably comparable in
size to the Demised Premises, ASSUMING: (i) that the Demised Premises were
being demised by such hypothetical renewal in their "as is" condition as of
the date that Tenant exercised the Renewal Option; (ii) that the terms of
such hypothetical renewal would (x) include a work allowance or contribution
to be paid by such willing landlord to such willing tenant in an amount equal
to the amount, if any, that Landlord in its Initial Renewal Rent Notice (as
hereinafter defined) has indicated it is willing to provide to Tenant (but
Landlord shall not be obligated to offer to provide any such work allowance
or contribution), (y) include a free rent period during which such willing
tenant would not pay any fixed rent having a duration equal to the free rent
period, if any, that Landlord in

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its Initial Renewal Rent Notice has indicated it is willing to provide to Tenant
(but Landlord shall not be obligated to offer to provide any such free rent
period), and (z) otherwise be on the same terms and conditions as are provided
for in the Lease, as amended by this Amendment, for the Renewal Term; and (iii)
that such willing landlord would be paying a brokerage commission in respect of
such hypothetical renewal equal to the brokerage commission, if any, payable by
Landlord to Broker or any other broker to whom a commission may be owing in
connection with the Renewal Term.

            (iv)  During the sixty (60) day period (the "RENEWAL INITIAL
PERIOD") following Tenant's exercise of the Renewal Option (i.e., after
Landlord's receipt of the Renewal Notice), Landlord and Tenant shall attempt to
agree upon the Renewal Term Fixed Rent for the Renewal Term (including any
concessions to be provided in connection therewith), and prior to the expiration
of the Renewal Initial Period Landlord shall give Tenant written notice (the
"INITIAL RENEWAL RENT NOTICE") containing (i) Landlord's determination of the
Renewal Term Fixed Rent for the Renewal Term ("LANDLORD'S RENEWAL RENT
DETERMINATION"), (ii) the amount of any work allowance or contribution that
Landlord is willing to provide to Tenant (but Landlord shall not be obligated to
offer to provide any such work allowance or contribution), and (iii) the
duration of any free rent period that Landlord is willing to provide to Tenant
(but Landlord shall not be obligated to offer to provide any such free rent
period). If Landlord and Tenant fail to agree upon the Renewal Fair Market Fixed
Rent for the Renewal Term within the Renewal Initial Period, then Tenant may, by
written notice (a "RENEWAL APPRAISAL NOTICE") received by Landlord before the
expiration of thirty (30) days after the expiration of the Renewal Initial
Period, elect to have the Renewal Fair Market Fixed Rent for the Renewal Term
determined by appraisal in accordance with the provisions set forth on Exhibit A
annexed hereto. If Landlord does not receive a Renewal Appraisal Notice from
Tenant before the expiration of such thirty (30) day period, Tenant and Landlord
shall be conclusively deemed to have agreed to Landlord's Renewal Rent
Determination, and the Fixed Rent for the Renewal Term shall equal Landlord's
Renewal Rent Determination.

            (v)   Upon the final determination of the Renewal Fair Market Fixed
Rent (by appraisal in accordance with the provisions set forth on Exhibit A
annexed hereto or by agreement of Landlord and Tenant), the Renewal Term Fixed
Rent for the Renewal Term shall be finally determined. Tenant shall be provided
the work allowance, if any, and free rent period, if any, set forth in the
Initial Renewal Rent Notice. Any such free rent period shall commence on the
first (1st) day of the Renewal Term. Any such work allowance shall be paid to
Tenant on account of alterations performed by or on behalf of Tenant in the
Demised Premises in accordance with the Lease, as amended by this Amendment,
during the Renewal Term, upon Tenant's delivery to Landlord of invoices for such
alterations and proof of payment thereof and that no construction liens have
been filed in connection therewith.

            (vi)  Tenant shall, upon the request of Landlord, execute,
acknowledge and deliver to Landlord an instrument or instruments in form
reasonably satisfactory to Landlord confirming any terms and conditions of the
Lease, as amended by this Amendment, applicable to the Renewal Option or the
Renewal Term, including without limitation whether or not the Renewal

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Option has been exercised and the Base Rent for the Renewal Term, but any
failure of Tenant to execute, acknowledge and deliver such instrument(s) shall
not affect the validity of the Renewal Term or any of the provisions of this
Section 6(b).

     7. Promptly after the execution of this Amendment by Landlord and Tenant,
Landlord, at Landlord's sole cost and expense, shall replace carpet, clean the
walls, and replace damaged ceiling tiles in the elevator lobbies of the eleventh
(11th) and twelfth (12th) floors of the Building, and repair any leaks in the
ceiling of the twelfth (12th) floor of the Building. Such work shall be
substantially completed by Landlord within one hundred twenty (120) days after
the date of execution and delivery of this Amendment by Landlord and Tenant.

     8. Tenant shall have the option to terminate this Lease on December 31,
2007. Such option shall be exercised only by delivery to Landlord, not later
than December 31, 2006, of written notice of Tenant's exercise of such
termination option.

     9. If Tenant elects to perform alterations, additions or improvements to
the Demised Premises ("ALTERATIONS") at any time after December 31, 2007,
provided that (i) such Alterations are performed in accordance with Section 7.03
of the Lease, (ii) Tenant is not then in default, beyond the expiration of any
applicable grace or cure period, of any of Tenant's obligations under the Lease
(as amended by this Amendment), specifically including but not limited to being
current on all rental (i.e., Base Rent, Additional Rent, late charges, etc.)
obligations under the Lease, then following completion of any such Alterations
Tenant shall be entitled to receive from Landlord reimbursement for the actual
out-of-pocket costs incurred by Tenant for such Alterations, up to the maximum
total aggregate reimbursement of Two Hundred Forty-Three Thousand Eight Hundred
Thirty and 00/100 Dollars ($243,830.00) (the "MID-TERM ALLOWANCE"). The Mid-Term
Allowance shall be paid to Tenant upon Tenant's delivery to Landlord of invoices
for such Alterations and proof of payment thereof and that no construction liens
have been filed in connection therewith. Notwithstanding the foregoing, in the
event that, at the time Tenant performs any such Alterations, Tenant shall not
have met or exceeded in all respects all of the financial projections for
Tenant's business set forth on Exhibit B annexed hereto, then prior to receiving
any reimbursement from Landlord, Tenant shall pay to Landlord the amount of the
reimbursement being requested by Tenant, which amount shall constitute a
security deposit under the Lease, to be held by Landlord as security for the
full and punctual performance by Tenant of all of the terms and conditions of
the Lease, as amended by this Amendment (such amount, together with any interest
earned thereon, if any, being herein called the "SECURITY DEPOSIT"). In respect
of the Security Deposit, the following provisions shall apply:

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

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Deposit shall be replenished to its former amount.

     (b) If Tenant shall fully and punctually comply with all of the terms and
conditions of this Lease, then the Security Deposit (or portion thereof to which
Tenant is entitled) shall be returned or paid over to Tenant within ninety (90)
days after the expiration or termination of the Lease and the surrender of the
Demised Premises to Landlord in accordance with the terms and provisions of the
Lease.

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

     (d) Provided no Event of Default has theretofore occurred or is then in
existence under the Lease, as amended by this Amendment, then, on each
anniversary of the date the Security Deposit was initially paid by Tenant
hereunder, the amount of the Security Deposit shall be reduced by, and Landlord
shall return to Tenant (until the Security Deposit has been completely returned
to Tenant), twenty percent (20%) of the original amount thereof.

     10. Notwithstanding anything to the contrary contained in the Lease, as
modified by this Amendment, Tenant shall not be required to remove any
Alterations at the expiration or termination of the Lease, except that upon
notice to Tenant given (i) at the time Landlord grants its approval therefor
for Alterations for which Landlord's approval has been granted, or (ii) no later
than thirty (30) days prior to the Expiration Date for Alterations for which
Landlord's approval has not been granted, Landlord may require Tenant, at
Tenant's expense, to remove all or any portion of any Alterations prior to the
expiration of this Lease (or within thirty (30) days following the earlier
termination hereof).

     11. Tenant shall be entitled, at Tenant's sole cost and expense, to erect a
monument sign ("TENANT'S MONUMENT SIGN") on the Land at a location reasonably
designated by Landlord and reasonably acceptable to Tenant. Tenant's Monument
Sign shall be subject to Landlord's prior written approval as to both location,
material, content and design, which approval shall not be unreasonably withheld
or delayed. Tenant shall be solely responsible for obtaining all permits and
approvals from all applicable governmental authorities required for the erection
of Tenant's Monument Sign, but Landlord, at no cost to Landlord, shall
reasonably cooperate with Tenant's efforts. The inclusion of this Section 12 in
this Amendment shall not constitute a representation on the part of Landlord
that Tenant shall be able to obtain such permits and approvals, and Tenant's
rights under this Section 12 are specifically conditioned upon Tenant so
obtaining such permits and approvals. Unless otherwise agreed by Landlord,
Tenant shall remove Tenant's Monument Sign at the expiration or sooner
termination of the Lease and restore the location of Tenant's Monument Sign

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to the condition that existed prior to the installation thereof.

     12. In Section 7.03(a) of the Lease, the amount "Twenty Thousand Dollars
($20,000.00) is changed to "Fifty Thousand Dollars ($50,000.00)".

     13. Landlord shall request from any existing or future mortgagee of the
Real Estate a Nondisturbance Agreement (as hereinafter defined) with respect to
the Lease, as amended by this Amendment. As used herein, the term
"NONDISTURBANCE AGREEMENT" shall mean an agreement between Tenant and such
mortgagee, pursuant to which such mortgagee agrees that so long as Tenant is not
in default under the terms of the Lease (beyond any applicable notice and/or
cure period), and provided Tenant attorns to said mortgagee, Tenant's possession
of the Demised Premises under and in accordance with the terms of the Lease
shall not be disturbed and Tenant's rights under the Lease shall not be affected
by a foreclosure of such mortgage, and that, upon such foreclosure or
termination, the Lease shall continue as a direct lease between the purchaser in
foreclosure, as landlord, and Tenant, as tenant. Tenant agrees to accept the
applicable mortgagee's standard form of Nondisturbance Agreement, and to execute
such standard form, so long as such standard form provides materially the terms
set forth in this Section 14 and/or such other customary terms as are found in
typical standard forms of subordination, nondisturbance and attornment
agreements of major commercial lenders, and is reasonably acceptable to Tenant.

     14. Tenant represents and warrants to Landlord that Tenant has not dealt
with any party to whom a commission might be owing in connection with this
Amendment, except for Insignia/Edward S. Gordon Company and Linque Management
Company, Inc. (together, "BROKER"), and shall indemnify, defend and hold
harmless Landlord from and against the claim of any party other than Broker
claiming a commission owing due to its dealings with Tenant in connection with
this Amendment. Landlord represents and warrants to Tenant that Landlord has not
dealt with any party to whom a commission might be owing in connection with this
Amendment, except for Broker, and shall indemnify, defend and hold harmless
Tenant from and against the claim of any party, including Broker, claiming a
commission owing due to its dealings with Landlord in connection with this
Amendment. Landlord shall pay any commission payable to Broker in connection
with this Amendment under a separate agreement or agreements.

     15. If there is any conflict between the terms and provisions of the Lease
and the terms and provisions of this Amendment, the terms and provisions of this
Amendment shall prevail. Landlord and Tenant ratify and affirm the Lease as
modified by this Amendment. Except as modified by this Amendment, the Lease
shall remain unmodified and in full force and effect.

                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment on the
day and year first above written.

                                     CIN MEADOWS, L.L.C.,
                                     a Delaware limited liability company

                                     By: CIN Lincoln Independent Corp.,
                                         a Delaware corporation,
                                         as its Managing Member

                                         By: /s/ Jeffrey Chavez
                                            ------------------------------------
                                            Name:  Jeffrey Chavez
                                            Title: Vice President

                                     AXS-ONE, INC. (formerly known as COMPUTRON
                                     SOFTWARE, INC.)
                                     a Delaware corporation

                                     By:  /s/ William Levering
                                         ---------------------------------------
                                         Name:  William Levering
                                         Title: Chief Financial Officer

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                                    EXHIBIT A

                              Appraisal Provisions

     If Tenant shall serve upon Landlord, within the time and in the manner
required under Section 6(b) of this Amendment, a Renewal Appraisal Notice, then
the Renewal Fair Market Fixed Rent shall be determined by appraisal in
accordance with the following:

     1. Tenant, by designation in the Renewal Appraisal Notice, shall appoint an
appraiser ("TENANT'S APPRAISER"). Landlord or Tenant shall furnish to Tenant's
Appraiser a copy of the Initial Renewal Rent Notice. Within sixty (60) days
after the date of Landlord's receipt of the Renewal Appraisal Notice, Tenant
shall deliver to Landlord the written good-faith determination of Tenant's
Appraiser of the Renewal Fair Market Fixed Rent ("Tenant's Renewal Rent
Determination"), based upon the parameters set forth in Section 6(b)(iii) of
this Amendment. If Tenant fails to deliver to Landlord Tenant's Renewal Rent
Determination before the expiration of such sixty (60) day period, then Tenant
and Landlord shall be conclusively deemed to have agreed to Landlord's Renewal
Rent Determination, and the Base Rent for the Renewal Term shall equal
Landlord's Renewal Rent Determination.

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

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

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Renewal Term shall be determined using Tenant's Renewal Rent Determination, and
any such determination shall be conclusive and binding upon both Landlord and
Tenant.

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

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

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

     7. It is expressly understood, and each appraiser shall acknowledge and
agree, that any determination of the Renewal Fair Market Fixed Rent shall be
based solely on the definition thereof as set forth in Section 6(b)(iii) of this
Amendment, including the assumptions and criteria set forth in such definitions.
The appraisers shall not have the power to add to, modify or change any such
definitions or any other provisions of the Lease, as amended by this Amendment,
and the jurisdiction of the appraisers is accordingly limited.

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                                    EXHIBIT B

                         TENANT'S FINANCIAL PROJECTIONS

                                (to be attached)

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