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                                                                   Exhibit 10.12

                     O F F I C E  L E A S E  A G R E E M E N T


BY AND BETWEEN:

                           FREEHOLD-CRAIG ROAD PARTNERSHIP,
                           a New Jersey partnership,


                                            as "Landlord"

                           -and-


                           DIAMOND ENTERTAINMENT CORPORATION  as "Tenant"


PREMISES:                  Freehold Executive Center
                           Portion of 2ND Floor
                           Freehold, New Jersey


DATED:   OCTOBER 31, 1997


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         This Lease Agreement, made this 31st day of October 1997, between
Freehold-Craig Road Partnership, a New Jersey partnership, having an address at
4400 Rte. 9 South, Freehold, New Jersey, 07728, hereinafter called the
"Landlord"; and Diamond Entertainment Corporation, having an office at Freehold
Executive Center, Route 9, Freehold, New Jersey, Hereinafter called the
"Tenant".

                                   WITNESSETH:

         WHEREAS, the Landlord is the owner of certain lands and premises
located on Route 9, in Freehold Township, County of Monmouth and State of New
Jersey, which said lands and premises contain approximately 5.02 acres of land,
(hereinafter referred to as the "Property") and are more particularly described
on Schedule "A" attached hereto and made a part hereof; and

         WHEREAS, the Landlord has erected on the Property an office building
commonly known as Freehold Executive Center, containing approximately 64,669
square feet (hereinafter called the "Building"); and

         WHEREAS, the Tenant shall rent and occupy a portion of the second (2nd)
floor of the Building, which floor space contains 1289 gross square feet of
leased space, hereinafter called the "leased premises"), together with the right
of Tenant to use common area spaces of the Building, all in accordance with
terms and conditions hereinafter mentioned and the considerations herein
expressed,

         NOW, THEREFORE, in consideration of the covenants and conditions
hereinafter set forth and for other good and valuable considerations, the
Landlord does demise, lease and let unto the Tenant, and the Tenant does rent
and take from the Landlord the leased premises, and the Landlord and Tenant
mutually covenant and agree as follows:

         1.       LEASED PREMISES

         1.1 The leased premises consists of that portion of the second floor of
the Building containing 1289 square feet of office space, based on outside of
glass dimensions to center line of common wall, inclusive of a factor
attributable to the common area space hereinafter referred to in Section 1.2,
and hereinafter referred to as the "Gross Rentable Area". The leased premises
are outlined on the plan attached hereto and made a part hereof, marked Schedule
"B".

         1.2 The use of the leased premises includes the right, in common with
other tenants of the Building, to use the common entranceways, foyers,
lavatories, stairways, elevators, plaza areas and parking areas.

         1.3 The Landlord covenants and agrees with Tenant that it will provide
5 parking spaces for the use of the Tenant, its employees, agents, servants or
invites, which use shall be in common with other tenants of the Building.
Landlord shall have no obligation to police the use of the parking lot or the
operation thereof.

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         1.4 Anything herein contained to the contrary notwithstanding, it is
expressly understood and agreed that the Tenant shall take the leased premises
and improvements as of the Commencement Date of the within lease in an "as is"
condition. Landlord warrants that effective as of the commencement Date of the
lease all building systems, fixtures and equipment shall be in good repair and
operating condition.

         2.       TERM OF LEASE

         2.1 The Landlord leases unto the Tenant, and the Tenant hires the
leased premises for the term of three (3) years to commence on June 1, 1997 or
the first day of a calendar month on or following the date when the leased
premises are Ready for Occupancy (the "Commencement Date").

         2.2 During any partial monthly occupancy prior to the Commencement
Date, Tenant shall be responsible to pay pro rata Annual Basic Rent, together
with Tenant's Percentage of Additional Rent as in this lease provided. During
said period of partial month occupancy the Tenant shall comply with all other
terms and conditions of this lease on the part of the Tenant to be performed.

         3.       RENT

         3.1 Effective as of the Commencement Date of the lease, the Tenant
shall pay Annual Basic Rent for the entire term in the annual sum of Sixty Nine
Thousand Five Hundred Eighty Five Dollars and 00/100 ($69,585.00) dollars,
payable in equal monthly installments in advance in the sum of One Thousand Nine
Hundred Thirty Two and 91/100 ($1932.91) dollars, due promptly on the first day
of each and every month during the term of this lease, without demand and
without offset or deduction, together with such Additional Rent or charges
required to be paid by the Tenant as hereinafter provided.

         3.2 In addition to the Annual Basic Rent and Additional Rent required
to be paid hereunder, Tenant shall pay monthly during the lease term, a sum
representing payment for Tenant's consumption of electrical energy at the leased
premises, hereinafter referred to as "Tenant's electric". The aforementioned sum
shall be paid together with the monthly payments of Annual Basic Rent to be paid
as herein provided. Landlord shall furnish to Tenant, monthly, an invoice for
Tenant's electric based upon readings of a submeter (which shall measure
Tenant's use of electric energy within the leased premises), and Tenant's
Percentage of the cost for electrical energy furnished to common area spaces and
all services of the Building. Tenant shall pay such amounts to Landlord within
ten (10) days of receipt of Landlord's invoice therefor, if not theretofore paid
with Tenant's payment of Annual Basic Rent as hereinabove set forth.

         3.3 Any installment of rent accruing hereunder, and any other sum
payable hereunder by Tenant to Landlord which is not paid prior to the tenth
(10th) day of any lease month, shall bear interest at the per annum rate of five
(5% percent over the prime rate charged by The Chase Manhattan Bank, N.A., to
its most favored borrowers (hereinafter in 



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this lease referred to as the "Premium Rate"), computed from the time when the
same shall respectively become due and payable until the same shall be paid,
which shall reflect daily rate changes as applicable.

         4.       ADDITIONAL RENT

                  Additional rent shall be paid by the Tenant in accordance with
the provisions of this Article 4.

         4.1      Additional rent, taxes

                  (a) In the event that the amount of real estate taxes,
assessments, sewer rents, rates and charges, state and local taxes, transit
taxes or any other governmental charge, general, special, ordinary or
extraordinary, hereinafter collectively called taxes (but not including income
or franchise taxes or any other taxes imposed upon or measured by the Landlord's
income or profits, except if in substitution for real estate taxes as
hereinafter provided) which may now or hereafter be levied or assessed against
the Property and upon the Building (hereinafter collectively called the "Real
property") attributable to any tax year shall be greater than the amount of
taxes on the Real Property attributable to the Base Year, then the Tenant shall
pay to the Landlord, as additional rent, an amount equal to that proportion of
such increase as the Gross Rentable Area of the leased premises bears to the
Gross Rentable Area of the Building, which proportion is designated as "Tenant's
Percentage", which for the purposes of this lease has been established as 2%.
"Base Year" for purposes of this Article 4.1 shall mean the tax rate in effect
as of the calendar year 1998, and the assessment shall be the calendar year in
which the Building was fully assessed (which is 1987) as a completed building.
The Landlord shall take the benefit of the provisions of any statute or
ordinance permitting any assessment to be paid over a period of time, and Tenant
shall be obliged to pay Tenant's Percentage only of the installments of any such
assessment applicable to the terms of this lease or any renewal hereof. Any
amount due to the Landlord under the provisions of this Article 4.1 (a) shall be
paid as part of Additional Rent as hereinafter provided in Article 4.2. Landlord
shall furnish to Tenant a detailed statement showing the computation of Tenant's
percentage of real estate taxes as part of the requirements of Article 4.2(c).
The amount of taxes for the Base Year, against which Tenant's liability for
Additional Rent in subsequent years is determined, shall be the amount thereof
finally determined to be legally payable by legal proceedings or otherwise. In
the event the amount of taxes for the Base Year has not been finally determined
by legal proceedings or otherwise at the time of payment of taxes for any
subsequent year, the actual amount of taxes paid by landlord for the Base Year
shall be used in the statement provided by Landlord as the basis for Tenant's
liability hereunder with respect to such subsequent year. Upon final
determination of the amount of taxes for the Base Year by legal proceedings or
otherwise, landlord shall deliver to Tenant a statement setting forth the amount
of taxes for the Base Year as finally determined and showing in reasonable
detail the computation of any adjustment due to landlord by reason thereof. Any
payment due to Landlord by reason of such adjustment shall be paid as
hereinbefore provided.

                  (b) If landlord shall receive any tax refund or rebate in
respect of any tax year following the Base year, landlord may deduct from such
tax refund any reasonable 




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expenses incurred in obtaining such tax refund, and out of the remaining balance
of such tax refund, Landlord shall pay to Tenant that proportion of such refund
or rebate as the rentable area of the leased premises bears to the rentable area
of the Building provided that Tenant shall have paid the Landlord any portion of
the taxes being refunded.

                  (c) If the tax year for real estate taxes shall be changed,
then an appropriate adjustment shall be made in the computation of the
additional tax due to Landlord or any amount due to Tenant. The computation
shall be made in accordance with generally accepted accounting principles
applied on a consistent basis.

                  (d) If the last year of the term of this lease ends on any day
other than the last day of a tax year, any payment due to landlord or to tenant
by reason of any increase or decrease in taxes shall be prorated and Tenant
shall pay any amount due to Landlord within thirty (30) days after being billed
therefor, and Landlord shall pay any amount due to Tenant. This covenant shall
survive the expiration or termination of this lease.

                  (e) If at any time during the term of this lease the method or
scope of taxation prevailing at the commencement of the lease term shall be
altered, modified or enlarged so as to cause the method of taxation to be
changed, in whole or in part, so that in substitution for the real estate taxes
now assessed there may be, in whole or in part, a capital levy or other
imposition based on the value of the Real Property, or the rents received
therefrom, or some other form of assessment based in whole or in part on some
other valuation of the Landlord's Real Property, as if such Real Property were
the only property owned by the Landlord, then and in such event, such
substituted tax or imposition shall be payable and discharged pro rata, as
applicable, in accordance with the obligations set forth in this Article 4,
computed on the basis of such law promulgated which shall authorize such change
in the scope of taxation, and as required by the terms and conditions of the
within lease.

         4.2      Additional rent, operating expenses.

                  (a) In the event that the amount of Operating Expenses (as
hereinafter defined) for the Base Year (for the purposes of this Article 4.2
herein defined to be the first calendar year of Tenant's occupancy) shall be
less than the amount of Operating Expenses for any succeeding calendar year,
then Tenant shall pay to landlord Tenant's percentage of the increase in
Operating Expenses for said succeeding calendar year, such cost to be projected
and interpolated as if the Building were 95% rented during the Base Year
hereinabove defined.

                  (b) For the purposes of this Article 4.2, "Operating Expenses"
shall mean the following expenses paid or incurred by Landlord in connection
with the Building and the Property:

                           (A)      Wages, salaries, fees and other compensation
and payments and payroll taxes and contributions to any social security,
unemployment insurance, welfare, pension or similar fund and payments for other
fringe benefits required by law or by union agreement (or, if the employees or
any of them are non-union, then payments for benefits comparable to those
generally required by union agreement in first-class office buildings in the




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Monmouth County area, which are unionized) made to or on behalf of all employees
of Landlord performing services rendered in connection with the operation and
maintenance of the Building and the property, including, without limitation,
persons engaged in the operation and maintenance of the Building and Property,
Building superintendent and assistants, Building manager, and clerical and
administrative personnel.

                           (B) Applicable real estate taxes and assessments
pursuant to Article 4.1.

                           (C) Cleaning costs for the Building and the Property,
including the windows and sidewalks, all snow and rubbish removal (including 
separate contracts therefor) and the costs of all labor, supplies, equipment and
materials incidental thereto.

                           (D) Premiums and other charges incurred by 
landlord with respect to all insurance relating to the Building and the 
property and the operation and maintenance thereof, including, without 
limitation: fire and extended coverage insurance, including windstorm, flood, 
hail, explosion, riot, rioting attending a strike, civil commotion, aircraft, 
vehicle and smoke insurance; public liability; elevator; workmen's 
compensation; boiler and machinery; rent; use and occupancy; health, accident 
and group life insurance of all employees; and casualty rent insurance.

                           (E) The cost of heat, water and sewer, electric 
and any and all other utility services used in connection with the operation 
and maintenance of the Building and the Property (excluding electricity and 
other utility services, if any, which are paid directly by tenants).

                           (F) Cost incurred for operation, service, 
maintenance, inspection, repair and alteration of the Building, the Property, 
and the heating, air-conditioning, ventilating, plumbing, electrical and 
elevator systems of the Building (including any separate contract therefor) 
and the costs of labor, materials, supplies and equipment used in connection 
with all of the aforesaid items, including the cost attributable to 
maintenance and replacement of all landscaped areas, including maintenance of 
any underground sprinkler systems used in connection with the same, 
maintenance and replacement of the parking lot, including curbs, paving, 
striping and lighting.

                           (G) Sales and excise taxes and the like upon any of
the expenses enumerated herein.

                           (H) Management fees of the managing agent for the 
Building, if any. If there shall be no managing agent, or if the managing 
agent shall be a company affiliated with Landlord, the management fees that 
would customarily be charged for the management of the Building by an 
independent, first-class agent in the Monmouth County area.

                           (I) The cost of replacements for tools and 
equipment used in the operation and maintenance of the Building and the 
Property.

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                           (J) The cost of repainting or otherwise 
redecorating any part of the Building other than premises demised to tenants 
in the Building.

                           (K) Decorations for the lobby and other public
portions of the Building below the
second floor.

                           (L) The cost of telephone service, postage, office 
supplies, maintenance and repair of office equipment and similar costs 
related to operation of the Building Superintendent's office.

                           (M) The cost of licenses, permits and similar fees 
and charges related to operation, repair and maintenance of the Building.

                           (N) Auditing fees necessarily incurred in 
connection with the maintenance and operation of the Building, and accounting 
fees incurred in connection with the preparation and certification of a real 
estate tax escalation and the Operating Expenses escalation statements 
pursuant to this Article 4.

                           (O) all costs incurred by landlord to retrofit any 
portion or all of the Building to comply with a change in existing 
legislation, whether Federal, State or Municipal; repairs, replacements and 
improvements which are appropriate for the continued operation of the 
Building as a first-class building.

                           (P) All expenses associated with the installation 
or upgrading of any energy or cost saving devices.

                           (Q) Any and all other expenditures of Landlord in 
connection with the operation, repair or maintenance of the Property or the 
Building which are properly expensed in accordance with generally accepted 
accounting principals consistently applied with respect to the operation, 
repair and maintenance of first-class office buildings in the Monmouth County 
area.

If Landlord shall purchase any item of capital equipment or make any capital
expenditure as described in subsections O and P above, then the costs for the
same shall be included in Operating Expenses in the year of installation and in
subsequent years amortized on a straight-line basis, over an appropriate period,
but not more than ten (10) years, with an interest factor equal to the prime
interest rate charged by The Chase Manhattan Bank, N.A., to its most favored
borrowers. If Landlord shall lease such item of capital equipment, then the
rentals or other operating costs paid pursuant to such leasing shall be included
in Operating Expenses for each year in which they are incurred. Notwithstanding
the foregoing, "Operating Expenses" shall not include expenditures for any of
the following:

                           (AA)     The cost of any capital addition made to the
Building (other than that specified as a part of Operating Expenses as provided
above), including the cost to prepare space for occupancy by a new tenant.





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                           (BB)     Repairs or other work occasioned by fire, 
windstorm or other insure casualty or hazard, to the extent that Landlord shall
receive proceeds of such insurance.

                           (CC)     Leasing commissions, advertising expenses 
and other costs incurred in leasing or procuring new tenants.

                           (DD)     Repairs or rebuilding necessitated by 
condemnation.

                           (EE)     Depreciation and amortization of the 
Building, other than

                                    (i) capital expenditures which under 
generally applied real estate practice are expensed or regarded as deferred
expenses;

                                    (ii) capital expenditures appropriate to a
first-class office building or required by law as described in subsection O
above; and

                                    (iii) capital expenditures designed to
result in savings or reductions in Operating Expenses as described in subsection
P above.

                           (FF) The salaries and benefits of executive officers
of landlord, if any.

Operating Expenses shall be "net" and, for that purpose, shall be reduced by the
amounts of any reimbursement or credit received or receivable by landlord with
respect to an item of cost that is included in Operating Expenses (other than
reimbursements to landlord by tenants of the Building pursuant to Operating
Expenses escalation provisions). If landlord shall eliminate the payment of any
wages or other labor costs or otherwise reduce Operating Expenses as a result of
the installation of new devices or equipment, or by any other means, then in
computing the Operating Expenses the corresponding items shall be deducted from
the Operating Expenses allowance for the operating year.

                  (c) As soon as reasonably feasible after the expiration of the
first calendar lease year (Base Year), landlord will furnish to Tenant a
statement by an officer of landlord showing in reasonable detail the Operating
Expenses for the Base year. As soon as reasonably feasible after the expiration
of each calendar lease year after the Base Year, Landlord will furnish to Tenant
a statement by an officer of the Landlord showing in reasonable detail the
Operating Expenses for said calendar lease year, as compared to the statement of
the Operating Expenses for the preceding year. At the time of rendering such
statement, any adjustment due to the Landlord for underpayment or to Tenant for
overpayment under the provisions of Article 4.2 shall be paid or credited as
applicable as hereinafter provided as follows:

                           (i)      Commencing with the second calendar year of 
the lease term Tenant agrees to pay monthly, in addition to the Annual Basic
Rent, a sum equal to one-twelfth (1/12th) of Landlord's estimate of Tenant's
percentage of Operating Expenses for the second year of the lease term based on
Landlord's Operating Expenses for the first lease year. Landlord shall advise
Tenant in writing of such required payment and at the expiration 



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of the second lease year Landlord and Tenant agree to adjust such estimated
payment as hereinafter set forth in subsection (ii).

                           (ii) Commencing with the third calendar year of 
the lease term, and continuing yearly thereafter, in the event the Tenant 
shall be required to pay additional rent for Operating Expenses as in this 
Article 4.2 required, the Tenant agrees, in addition to the Annual Base Rent 
to be paid pursuant to Article 3, that it will pay monthly 1/12th of the sum 
required to be paid as Additional Rent attributable to Tenant's Percentage of 
Operating Expenses for the prior lease year or Landlord's estimate thereof if 
the actual Operating Expenses have not been ascertained. Such monthly payment 
shall be made together with Tenant's regular monthly payment of Annual Basic 
Rent. At the end of each lease, including the end of the second lease year as 
hereinabove provided in subsection (i), there shall be an adjustment between 
the Landlord and Tenant with respect to the aggregate of the monthly 
Additional Rent paid for Operating Expenses so as to either (i) require 
payment by tenant to Landlord of any amount required in excess of the twelve 
(12) monthly payments, based on the prior year's Operating Expenses as 
hereinabove provided; or (ii) credit the Tenant with any overpayment made in 
excess of required Operating Expenses for that calendar year. Landlord shall 
furnish Tenant with the computation of detailed Operating Expenses for the 
applicable lease year in the manner hereinabove provided, and any required 
payment to Landlord or credit to Tenant, as applicable, shall be paid or made 
within thirty (30) days after Landlord's demand and furnishing by Landlord to 
Tenant the required computation and statement of Tenant's percentage of 
Operating Expenses as above provided.

                  (d) Tenant or its representatives shall have the right to
request to examine Landlord's books and records with respect to the items in the
foregoing statement of Operating Expenses during normal business hours at any
time within ninety (90) days following the delivery by Landlord to Tenant of
such statement. Tenant shall have an additional sixty (60) days to file any
written exception to any item of expense, however, nothing herein shall be
deemed to afford Tenant any right to withhold any payment due from Tenant to
Landlord; and, in the event of any such withholding of payment of Annual basic
Rent or Additional rent, Tenant shall pay the Premium Rate, computed daily from
the date of default to the date of payment. Each expense for which Landlord
shall bill Tenant as set forth hereinabove shall be necessary and reasonable for
the operation of the Building and Property and shall be delineated by Landlord
in detail to Tenant.

                  (e) If the last year of the term of this lease ends on any day
other than the last day of a calendar year, any payment due to Landlord or to
tenant by reason of any increase or decrease in Operating Expenses shall be
prorated and Tenant shall pay any amount due to Landlord within thirty (30) days
after being billed therefor. This covenant shall survive the expiration or
termination of this lease.

         5.       USE

         5.1      The Tenant covenants and agrees to use and occupy the leased
premises for general offices purposes only, and for no other purpose.





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         5.2      The Tenant covenants and agrees that it will not use the
leased premises for any use which creates an extra hazard of fire or other
danger or casualty, or which will increase the rate which Landlord or other
tenants must pay to secure fire or liability insurance, or which will render the
Building or it's improvement's uninsurable.

         6.       REPAIRS AND MAINTENANCE

         6.1      During the term of this lease, the Landlord, at its expense,
shall keep in good order, safe condition and repair, the structural parts of the
Building and the common areas which the leased premises are a part, including
the walls, roof, floor, foundation load bearing members, trusses and joists, as
well as all plumbing, utilities and facilities serving the leased premises,
(with the exception of lighting fixture bulbs) except for repairs or maintenance
occasioned by the negligence or deliberate act of Tenant, or its agents,
servants, employees and invites which shall be then repaired at the cost and
expense of the tenant.

         6.2      The landlord shall take good care of and maintain and repair
the lawns, shrubbery, driveway, sidewalks, entranceways, foyers, curbs and
parking area on the Property, and the Landlord shall provide snow removal.

         6.3      Tenant agrees to keep the leased premises in as good repair as
they are at the beginning of the term of this lease, reasonable use and wear
thereof and damage by fire or other casualty not caused by Tenant excepted.
Tenant further agrees not to damage, overload, deface or commit waste of the
leased premises. Tenant shall be responsible for all damage of any kind or
character to the leased premises including the windows, floors, walls and
ceilings, caused by Tenant or by anyone using or occupying the leased premises
by, through or under the Tenant. Landlord shall repair the same as deemed
necessary by Tenant or Landlord, and Tenant agrees to pay the costs incurred
therefor to Landlord upon demand. Anything hereinabove contained to the contrary
notwithstanding, it is expressly understood and agreed that the Tenant shall, at
its sole cost and expense, be responsible for the repair, maintenance and
replacement of any items installed by Landlord for Tenant's use as leasehold
improvements over and above the improvements furnished by Landlord. Landlord
shall not be liable by reason of any injury to or interference with Tenant's
business arising from the making of any repairs, alterations, additions or
improvements in or to the leased premises or the Building or to any
appurtenances or equipment therein. There shall be no abatement of rent because
of such repairs, alterations, additions or improvements or because of any delay
by Landlord in making the same. Tenant shall give to Landlord prompt written
notice of any accidents to, or defects in plumbing, electrical, heating and
air-conditioning systems and apparatus located in the leased premises.

         7.       LANDLORD'S SERVICES

         7.1      Landlord shall furnish the services for which the Building is
equipped, to the extent that the existing facilities for such services permit,
except that heat and air-conditioning, as required, shall be furnished only
between the hours of 8:00 A.M. and 6:00 P.M. Monday through Friday; 8:00 A.M.
and 12:00 P.M. Saturdays (Sundays and national holidays excluded).
Notwithstanding the foregoing, it is understood and agreed that the Tenant shall

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have twenty-four (24) hour access to the Building at all times. Landlord shall,
at its cost and expense, install a submeter to measure Tenant's use of electric
energy at the leased premises and may also install a bypass switch to measure
and monitor hours of overtime usage by Tenant at the rate of $40.00 per hour
during the first year of the term hereof and thereafter, said hourly charge
shall be increased annually by the percentage increase in electric and gas
utility rates for the Building operation, if any. If a bypass switch may not be
installed, Tenant agrees that it will keep a log of its overtime hours and
furnish to Landlord monthly a statement of any such overtime. Landlord reserves
the right to establish such other methods of monitoring overtime use, and Tenant
agrees to comply with any such reasonable regulations, which regulations in any
event shall apply to all other tenants of the Building.

         7.2      Electric energy for Tenant's requirements within the leased
premises (excluding HVAC), including Tenant's electric for lighting, electric
typewriters, adding machines, copying machines, work processors, and any other
similar electricity requirements, as are customarily used in a general business
office, shall be paid for by tenant to the Landlord, based upon a Landlord
handling fee and the charges indicated by the submeter which shall be installed
by Landlord to monitor such electric usage within the leased premises. Any
requirements for high energy computers shall be only with the express written
consent of Landlord who reserves the right to require Tenant to pay any
additional costs attributable to such high energy use including any additional
requirements for air-conditioning attributable to such use or installation of
additional power service.

         7.3      Tenant agrees not to connect any additional electrical
equipment of any type to the Building electric distribution system over and
above that equipment shown on Tenant's Plan without the Landlord's prior written
consent, however, Landlord shall not unreasonably withhold such consent.
Landlord shall not be liable in any way to tenant for any failure or defect in
the supply or character of electric energy furnished on the leased premises by
reason of any requirement, act or omission of the public utility serving the
Building with electricity. Tenant's use of electric energy in the leased
premises shall not at any time exceed the capacity of any of the electric
conductors and equipment in or otherwise serving the leased premises.

         7.4      Janitorial services are as referred to on Schedule "E" annexed
hereto and made a part hereof.

         8.       INABILITY TO PERFORM

                  In case Landlord is prevented or delated in furnishing any
service as set forth herein or otherwise by reason of any cause beyond
Landlord's reasonable control, Landlord shall not be liable to Tenant therefor,
nor shall Tenant be entitled to any abatement or reduction in Annual Basic Rent
by reason thereof, nor shall the same give rise to a claim in Tenant's favor
that such absence of Building services constitutes actual or constructive, total
or partial eviction or renders the leased premises untenantable. Landlord
reserves the right to stop any service or utility system, when necessary by
reason of accident or emergency, or until necessary repairs have been completed,
provided, however, that in each instance of stoppage, Landlord shall exercise
reasonable diligence to eliminate the cause thereof. Except in case of emergency
repairs, Landlord will give tenant reasonable advance notice of any contemplated

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stoppage and will use reasonable efforts to avoid unnecessary inconvenience to
Tenant by reason thereof. Landlord agrees, however, that it will use all
reasonable efforts to obtain restoration of services based on the then existing
circumstances.

         9.       INSURANCE

                  Tenant shall keep in force at its own expense comprehensive
general liability insurance (including a contractual liability insurance
endorsement) in companies acceptable to Landlord sufficient to cover such
indemnification and naming as insured Landlord, owner of the Property,
Landlord's managing agent, if any, Landlords mortgagees and Tenant against
claims for "personal injury", including bodily injury and death, in amounts not
less than three million and 00/100 ($3,000,000.00) dollars, and for property
damage in amounts not less than one million and 00/100 ($1,000,000.00) dollars,
(or such higher limits as may be determined by Landlord), and Tenant will
further deposit the policy or policies of such insurance, or certificates
thereof, with Landlord. Said policy or policies of insurance or certificates
thereof shall have attached thereto an endorsement that such policy shall not be
cancelled without at lease ten (10) days' prior written notice to Landlord and
Landlord's managing agent, if any, and that no act or omission of Tenant shall
invalidate the interest of Landlord under said insurance. Landlord and Tenant
hereby release the other from any and all liability or responsibility to the
other or anyone claiming through or under them by way of subrogation or
otherwise for any loss or damage to property covered by any insurance then in
force, even if such fire or other casualty shall have been caused by the fault
or negligence of the other party, or anyone for whom such party may be
responsible, provided, however, that this release shall be applicable and in
force and effect only to the extent of and with respect to any loss or damage
occurring during such time as the policy or policies of insurance covering said
loss shall contain a clause or endorsement to the effect that this release shall
not adversely affect or impair said insurance or prejudice the right of the
insured to recover thereunder.

         10.      LANDLORD'S ACCESS FOR FUTURE CONSTRUCTION

                  The Landlord reserves the right to enter the Building,
property and leased premises in connection with the construction and erection of
any additions or improvements to the Building and Property of which the leased
premises are a part, provided that in the use of such right the Landlord shall
not unreasonably interfere with the use of the parking areas and driveways or
the Tenant's business.

         11.      FIXTURES

         11.1     The Tenant may install and remove Tenant's property, equipment
and fixtures in the leased premises during the term of the lease. If the Tenant
moves out or is dispossessed, and fails to remove any such property, equipment
and fixtures after the last day for which all Annual Basic Rent is paid, then
the said property, equipment and fixtures shall be deemed at the option of the
Landlord to be abandoned, and Tenant shall reimburse to Landlord the reasonable
cost of removal thereof from the leased premises, including any cost of disposal
thereof.

                                       11
<PAGE>

         11.2     The Tenant shall repair, at its cost and expense, any damage
to the leased premises resulting from the removal of its property, equipment and
fixtures. However, if Tenant fails to do so, it shall be responsible to
reimburse the Landlord for the reasonable cost of compliance with the terms and
conditions of the within covenant.

         11.3     All installation and removal of tenants fixtures, property and
equipment shall be done in accordance with all applicable laws and ordinances
and the rules and regulations of all governmental boards and bodies having
jurisdiction.

         12.      CHANGES IN OR ABOUT PREMISES

                  This lease shall not be affected or impaired by any change in
any sidewalk, alleys or streets adjacent to or around the Building, or in
parking regulations of the Township of Freehold or any County or State Agency or
Office.

         13.      ASSIGNMENT AND SUBLETTING

         13.1     Tenant shall not assign, mortgage or otherwise transfer or
encumber this lease, nor sublet all or any part of the leased premises or permit
the same to be occupied or used by anyone other than Tenant or its employees
without Landlord's prior written consent, which shall not be unreasonably
withheld or delayed. It will not be unreasonable for Landlord to withhold its
consent if the reputation, financial responsibility, or business of a proposed
assignee or subtenant is unsatisfactory to Landlord, or if Landlord deems such
business to not be consistent with that of other tenants in the Building, or if
the intended use by the proposed assignee or subtenant conflicts with any
commitment made by Landlord to any other tenant in the Building, or if the
proposed rental rate is lower than the then current rate at which similar space
in the Building is being offered by Landlord, or if the proposed subletting is
to a prospective subtenant for less than fifty (50%) per cent of the leased
premises, provided that:

                  (A) Tenant's request for consent to sublease and assignment
shall be in writing and contain the name, address, and description of the
business of the proposed assignee or subtenant, its most recent financial
statement and other evidence of financial responsibility, its intended use of
the leased premises, and the terms and conditions of the proposed assignment or
subletting.

                  (B) Within thirty (30) days from receipt of such request,
Landlord shall either: (a) grant or refuse consent; or (b) elect to require
Tenant (i) to execute an assignment of lease or sublease of Tenant's interest
hereunder to Landlord or its designee upon the same terms and conditions as are
contained herein, together with an assignment of Tenant's interest as sublessor
in any such proposed sublease, or (ii) if the request is for consent to a
proposed assignment of this lease, to terminate this lease and the term hereof
effective as of the last day of the third month following the month in which the
request was received.

                  (C) Each assignee hereunder shall assume and be deemed to have
assumed this lease and shall be and remain liable jointly and severally with
Tenant for all payments and for the due performance of all terms, covenants,
conditions and provisions herein contained on 



                                       12
<PAGE>

Tenant's part to be observed and performed. No assignment shall be binding upon
Landlord unless the assignee shall deliver to Landlord an instrument in
recordable form containing a covenant of assumption by the assignee, but the
failure or refusal of assignee to execute the same shall not release assignee
from it's liability as set forth herein.

                  (D) Landlord shall not be deemed to have unreasonably withheld
its consent if it shall in any instance refuse such consent to:

                           (i)      subletting to more than two subtenants 
(including Tenant) for the entire leased premises;

                           (ii) as assignment or sublease for a term of less
than two (2) years (unless the unexpired term hereof shall be less than 
two (2) years, in which event, such sublease shall be for one day less than
such unexpired term).

                  (E) If such consent to any assignment or subletting hereunder
shall be given:

                           (i)      such consent to assign this lease or to 
sublet shall not release or discharge Tenant of or from any liability, whether 
past, present or future, under this lease and Tenant shall continue fully liable
under this lease for any default under or in respect of any of the terms,
covenants, conditions, provisions or agreements of this lease;

                           (ii)     the subtenant or subtenants shall agree to 
perform faithfully and be bound by all the terms, covenants, conditions,
provisions or agreements of this lease to the extent of the leased premises
sublet;

                           (iii) an executed copy of each sublease and agreement
of assumption of performance by each of the subtenants (limited to the extent of
the leased premises sublet) shall be delivered to Landlord promptly upon
execution;

                           (iv)     (a) the tenant shall pay to the Landlord 
monthly, one-half of any increment in rent received by Tenant per square foot
per annum over the Annual Basic Rent and any Additional Rent then in effect
during the year of assignment or subletting, which payment shall be made monthly
together with the required monthly payments of Annual Basic rent to be paid
pursuant to Article 3; and (b) if Tenant receives any consideration or value for
such assignment or subletting Landlord shall be paid one-half of any such
consideration or value within 10 days after receipt of the same by Tenant. As a
condition hereunder, Tenant warrants and represents to Landlord that it will
furnish to Landlord a copy of all pertinent documents with respect to any such
assignment or subletting so as to establish Tenant's obligation to Landlord
hereunder.

         13.2     Tenant is expressly prohibited from assigning or subleasing
Tenant's leased space to any tenant, or assignee or subtenant of a tenant,
occupying space in the Freehold Executive Center. Any assignment or sublease in
violation of the prohibition hereinabove referred to shall be deemed a default
under this lease.


                                       13
<PAGE>

         13.3     As an express inducement to Landlord to enter into this lease,
Tenant agrees that in the event it elects to assign or sublease, and in the
event Landlord shall not recapture the leased premises as hereinbefore provided
in Article 13.1, Tenant agrees that it will grant to the Landlord's managing
agent a six (6) month exclusive to produce an assignee or subtenant pursuant to
the authorization of tenant, the managing agent to be paid a customary brokerage
commission in accordance with the practice of the local real estate boards in
consideration of the services rendered in the event of the consummation of any
such assignment of lease or sublease of the leased premises.

         14.      FIRE

         14.1     In case of any damage to the Building on the Property by fire
or other casualty occurring during the term of this lease or previous thereto,
which renders the leased premises wholly untenantable so that the same cannot be
repaired within one hundred twenty (120) days from the happening of such damage,
then the terms hereby created shall, at the option of the Landlord, terminate
from the date of such damage. In the event the Landlord elects to terminate the
lease for any reason which is due to the inability to restore the same within
the one hundred twenty (120) day period, Landlord shall notify the Tenant, in
writing, certified mail, return receipt requested, of such a fact within thirty
(3) days of the happening of the fire or casualty, and in such event the tenant
shall immediately surrender the leased premises and shall pay rent only to the
time of such damage and the Landlord may re-enter and repossess the leased
premises discharged from this lease. In the event the Landlord can restore the
leased premises within one hundred twenty (120) days, it shall advise the Tenant
of such fact within thirty (30) days of such damage in writing, by certified
mail, return receipt requested, and the lease shall remain in full force and
effect during the period of Landlord's restoration, except that rent shall abate
while the repairs and restorations are being made, but the rent shall recommence
upon restoration of the leased premises and delivery of the same by the Landlord
to the Tenant. Landlord agrees that it will undertake reconstruction and
restoration of the damaged premises with due diligence and reasonable speed and
dispatch.

         14.2     If the Building shall be damaged, but the damage is repairable
by Landlord's estimation within one hundred twenty (120) days, the Landlord
agrees to repair the same with reasonable promptness. In such event, the rent
accrued and accruing shall not abate, except for that portion of the leased
premises that has been rendered untenantable and as to that portion the rent
shall abate based on equitable adjustments as determined by Landlord.

         14.3     In connection with Landlord's restoration as hereinabove
referred to, in determining what constitutes reasonable promptness consideration
shall be given to delays caused by acts of God, strikes, and other causes of
Force Majeure beyond the Landlord's control.

         14.4     The Tenant shall immediately notify the Landlord in case of
fire or other damage to the leased premises.

         14.5     Notwithstanding anything contained in Articles 14.1 or 14.2
above, if such repairs are for any reason not completed within one hundred
twenty (120) days, then the 



                                       14
<PAGE>

Tenant shall have the right to terminate this lease, and in such event of
termination Landlord and Tenant shall thereupon be released of liability one to
the other, and the within lease shall be deemed null and void.

         15.      COMPLIANCE WITH LOCAL RULES AND REGULATIONS

         15.2     Landlord covenants and agrees with Tenant that upon acceptance
and occupancy of the leased premises, the leased premises will comply with all
statutes, ordinances, rules, orders, regulations and requirements of the Federal
State and Municipal Government and of any and all their departments and bureaus,
and to the requirements of the Board of Fire Underwriters or its equivalent in
the State of New Jersey, which are applicable to the use and construction of the
same.

         15.2     The Tenant covenants and agrees that upon and after acceptance
and occupancy of the leased premises, it will promptly execute and comply with
all statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and Municipal Government and of any and all their departments and
bureaus (provided same are applicable to Tenant's occupancy or use of said
leased premises) or to the reasonable rules promulgated by the Landlord in
writing for the correction, prevention and abatement of nuisances, violations or
other grievances, in, upon or connected with said leased premises during said
term and arising from the operations of the Tenant therein, at the Tenant's cost
and expense, subject to the right of the Tenant to contest the decision by any
such department or bureau as hereinafter mentioned. In the event the Tenant
contests any such governmental decision, it shall indemnify, defend and save the
Landlord harmless from any fine, penalty, costs and liability imposed upon the
Landlord as a result of Tenant's failure so to comply. The tenant covenants and
agrees, at its own cost and expense, to comply with such regulations or requests
as may be required by the fire or liability insurance carriers providing
insurance for the leased premises, and will further comply with such other
requirements that may be promulgated by the Board of Fire Underwriters or its
equivalent in connection with the use and occupancy of the leased premises by
the Tenant in the conduct of its business. Anything hereinabove to the contrary
notwithstanding, it is expressly understood and agreed that the Tenant shall not
be required to make structural changes in the Building if the same are required
by governmental regulation, as the same may be applicable as a matter of general
application to the leased premises, provided that the Tenant shall be required
to make structural changes that may be required by governmental regulation if
directly attributable and resulting from Tenant's occupancy and use of the
Building in the conduct of its business.

         15.3     If the Tenant shall fail or neglect to comply with the
aforesaid statutes, ordinances, rules, orders, regulations and requirements or
any of them, failure of the Tenant to comply with the requirements of Article
15.2 above shall be deemed an item of default for which the Landlord shall have
recourse by termination of this lease of exercise of any other rights reserved
to the Landlord hereunder, in accordance with the terms and conditions of this
lease.



                                       15
<PAGE>

         16.      TERMINATION

         16.1     If there should occur any default on the part of the Tenant in
the performance of any conditions and covenants herein contained, or if during
the term hereof the leased premises or any part thereof shall be or become
abandoned or deserted, or should the Tenant be evicted by summary proceedings or
otherwise, the Landlord, in addition to any other remedies herein contained or
as may be permitted by law, may without being liable for damages, re-enter the
leased premises and take possession thereof; and, without being obligated to
relet the leased premises as agent for the Tenant or otherwise, the landlord may
at its option relet the leased premises and receive the rents therefor and apply
the same, first to the payment of such expenses, including real estate
brokerage, reasonable attorney fees and costs, as the Landlord may have been put
into reentering and repossessing the same and in making such repairs and
alterations as may be necessary; and second to the payment of rents due
hereunder. The Tenant shall remain liable for such rents as may be in arrears
and also the rents as may accrue subsequent to the re-entry by the landlord, to
the extent of the difference between the rents reserved hereunder and the rents,
if any, received by the Landlord during the remainder of the unexpired term
hereof, after deducting the aforementioned expenses, fees and costs; the same to
be paid as such deficiencies arise and are ascertained by Landlord. Said
deficiencies will be increased by the Premium Rate retroactive to the date of
re-entry by Landlord.

         16.2     If the Tenant defaults in the performance of any conditions or
covenants in this lease contained, or should the Tenant be adjudicated a
bankrupt, insolvent or placed in receivership, or should proceedings be
instituted by or against the Tenant for bankruptcy, insolvency, receivership,
agreement of composition or assignment for the benefit of creditors, or if this
lease, or the estate of the Tenant hereunder shall pass to another by virtue of
any court proceedings, writ of execution, levy, sale or by operation of law,
then in either of such events, unless they shall be cured within thirty (30)
days' after receipt of written notice from Landlord or his agent, of such
termination. This lease and the term hereof shall end on the date fixed in such
notice as if the said date was the date originally fixed in this lease for the
expiration hereof. Notwithstanding the termination, the landlord may still
enforce its rights reserved pursuant to Article 16.1.

         16.3     Anything in Articles 16.1 and 16.2 above to the contrary
notwithstanding, any default by Tenant in the payment of rent or any other
monetary obligation shall be cause for termination if the same is not paid
promptly as required by the terms and conditions of the lease. Any other default
in the lease shall be cause for termination if the same is not cured within
thirty (30) days after written notice given in the same manner as provided in
Article 16.2 above.

         17.      INSPECTION BY LANDLORD

                  The Tenant agrees that the said Landlord's agents, and other
representatives, shall have the right to enter into and upon the leased
premises, or any part thereof, at all reasonable hours without unduly disturbing
the operations of the Tenant for the purpose of examining the same or for making
such repairs or alterations therein as may be necessary for the safety and
preservation thereof.



                                       16
<PAGE>

         18.      NOTICES

                  All notices required or permitted to be given to the Landlord
shall be given by certified mail, return receipt requested, addressed to the
Landlord at the address set forth at the head of this agreement or such other
place as the Landlord shall designate in writing. All notices required or
permitted to be given to the Tenant shall be given by certified mail, return
receipt requested, addressed to the Tenant at the leased premises, or such other
place as the Tenant shall designate in writing.

         19.      NON-WAIVER

                  The failure of the landlord to insist upon strict performance
of any of the covenants or conditions of this lease or to exercise any option
herein conferred in any one or more instances, shall not be construed as a
waiver or relinquishment of any such covenants, conditions or options, but the
same shall be and remain in full force and effect. If the landlord pursues any
remedy granted by the terms of this lease or their terms of applicable law, it
shall not be construed as a waiver or relinquishment of any other remedy
afforded thereby.

         20.      ALTERATIONS OR IMPROVEMENTS BY TENANT

         20.1     Tenant shall not do any painting or decorating, or erect any
partitions or make any alterations or improvements in the leased premises, or do
any nailing or boring into the ceilings, walls, or floors, without the prior
written consent of landlord. Tenant shall furnish to Landlord a plan and/or
specifications with respect to Tenant's proposed work in connection with any
request for Landlord's consent to permit the work to be performed by Tenant as
hereinabove referred to. Unless objected to by Landlord in writing, such work
may be performed by Tenant or under the direction of Tenant, at its cost and
expense. Nothing herein contained shall be construed to permit Tenant at any
time to make any structural modifications to the leased premises or any
alterations or modifications to the leased premises or any alterations or
modifications to existing Building systems serving the leased premises. Tenant
hereby agrees that all permitted alterations and improvements made in, to or on
the leased premises shall unless otherwise provided by written agreement, be the
property of Landlord and shall remain upon and be surrendered with the leased
premises. At Landlord's request all such alterations and improvements shall be
restored to their original condition at Tenant's expense at the termination of
this lease.

         20.2     Nothing herein contained shall be construed as a consent on
the part of the landlord to subject the estate of the Landlord to liability
under the Mechanic's Lien Law of the State of New Jersey, it being expressly
understood that the Landlord's estate shall not be subject to such liability.
Tenant agrees that it will cause the removal of such mechanic's liens occasioned
by it within five (5) days after notice given by landlord to Tenant of the
existence of same. Tenant's failure to cause such removal shall be deemed a
default pursuant to the terms and conditions of the within lease, permitting
landlord to exercise its right of termination at the expiration of the five (5)
day period hereinabove referred to. In addition, Tenant shall 



                                       17
<PAGE>

indemnify Landlord from any liability, loss or damage occasioned by failure of
Tenant to cause such mechanic's lien to be discharged.

         21.      NON-LIABILITY OF LANDLORD

         21.1     It is understood and agreed that landlord, in its capacity as
landlord and, if applicable, as builder or general contractor of the Building
shall not be liable to Tenant, Tenant's agents, employees, contractors, invites
or any other occupant of the leased premises for any damage to property or for
any inconvenience or annoyance to Tenant or any other occupant of the leased
premises or interruption of Tenant's or such other occupant's business, arising
out of or attributable to (1) the design and construction of the leased premises
and the Building; (ii) any maintenance, repairs, replacements, additions,
alterations, substitutions and installations made to the leased premises and the
Building; (iii) the failure of Landlord to perform Landlord's lease obligations;
and (iv) any cause of happening whatsoever, including negligence by Landlord and
Landlord's agents, servants and employees with respect to any of the events or
occurrence referred to in subdivision (i) through (iii), or otherwise. The
foregoing covenant is an express inducement to landlord to enter into the within
lease and the Tenant acknowledge that it understands the scope and consequence
of Landlord's exculpation as herein provided.

         21.2     Anything hereinabove contained to the contrary
notwithstanding, Tenant in all events shall assume all risk of damage or loss to
its property, equipment and fixtures occurring in or about the leased premises,
whatever the cause of such damage or loss, including Landlord's negligence.

         22.      CONDEMNATION

                  If the whole or part of the leased premise shall be acquired
by Eminent Domain for any public or quasi public use or purpose so that the
leased premises cannot be used for its intended leased purposes, or if the
parking areas shall be taken by Eminent Domain and the Landlord shall not
substantially replace such parking areas so as to provide the parking spaces for
Tenant required pursuant to Article 1.3, then and in either such event, the term
of this lease shall cease and terminate from the date that possession of the
leased premises is taken by the condemning authority in the Eminent Domain
proceeding, or as the result of the delivery of a deed in lieu of condemnation.
The Tenant shall have no claim against the Landlord for the value of any
unexpired term of said lease. No part of any award made to the landlord shall
belong to the Tenant, nor shall the Tenant make any claim against the condemning
authority for the value of its leasehold. Anything hereinabove contained to the
contrary notwithstanding, it is expressly understood and agreed that without
affecting Landlord's award as hereinabove referred to, the Tenant may make such
independent claim as the law may allow with respect to Tenant's leasehold
improvements, if any, trade fixtures and equipment.

         23.      INCREASE OF INSURANCE RATES

                  If the rate which the Landlord must pay to secure fire
insurance shall be increased because of any change in occupancy or use of the
leased premises by the Tenant, or 



                                       18
<PAGE>

because of the Tenant's non-compliance with the rules, regulations or requests
of the fire insurance carrier, then such increase shall be paid by the Tenant to
the Landlord as Additional Rent.

         24.      TENANT'S FIRE INSURANCE

                  The tenant, at its own cost and expense, shall insure its own
fixtures, equipment and contents, it being expressly understood and agreed that
the same is not the responsibility of the Landlord nor shall it be liable
therefor.

         25.      INDEMNITY

                  Anything in this lease to the contrary notwithstanding, and
without limiting the Tenant's obligation to provide insurance pursuant to
Article 9 hereunder, the Tenant covenants and agrees that it will indemnify,
defend and save harmless the Landlord against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including
without limitation reasonable attorneys' fees, which may be imposed upon or
incurred by landlord by reason of any of the following occurring during the term
of this lease:

                  (i) Any matter, cause or thing arising out of use, occupancy,
control or management of the leased premises and any part thereof;

                  (ii)     Any negligence on the part of the Tenant or any of 
its agents, contractors, servants, employees, licensees or invites;

                  (iii) any accident, injury, damage to any person or property
occurring in, or about the leased premises;

                  (iv) Any failure on the part of Tenant to perform or comply
with any of the covenants, agreements, terms or conditions contained in this
lease on its part to be performed or complied with. Landlord shall promptly
notify Tenant of any such claim asserted against it and shall promptly send to
Tenant copies of all papers or legal process served upon it in connection with
any action or proceeding brought against Landlord by reason of any such claim.

         26.      FORCE MAJEURE

                  Except for the obligation of the Tenant to pay rent and other
charges as in this lease provided, the period of time during which the Landlord
or Tenant is prevented from performing any other act required to be performed
under this lease by reason of fire, catastrophe, strikes, lockouts, civil
commotion, acts of God or the public enemy, government prohibitions or
preemptions, embargoes, inability to obtain material or labor by reason of
governmental regulations or prohibitions, the act or default of the other party,
or other events beyond the reasonable control of landlord or Tenant, as the case
may be, shall be added to the time for performance of such act.


                                       19
<PAGE>

         27.      MORTGAGE PRIORITY

                  This lease and the estate, interest and rights hereby created
are subordinate to any mortgage now or hereafter placed upon the Property, the
Building or any estate or interest therein, including, without limitation, any
mortgage on any leasehold estate, and to all renewals, modifications,
consolidations, replacements and extensions of same as well as any substitutions
therefor. Tenant agrees that in the event any person, firm, corporation or other
entity acquires the right to possession of the property and the Building,
including any mortgagee or holder of any estate or interest having priority over
this lease, Tenant shall, if requested by such person, firm, corporation or
other entity, attorn to and become the tenant of such person, firm, corporation
or other entity, upon the same terms and conditions as are set forth herein for
the balance of the lease term. Notwithstanding the foregoing, any mortgagee may,
at any time, subordinate its mortgage to this lease, without Tenant's consent,
by notice in writing to Tenant, and thereupon this lease shall be deemed prior
to such mortgage without regard to their respective dates of execution and
delivery, and in that event, such mortgagee shall have the same rights with
respect to this lease as though it had been executed prior to the execution and
delivery of the mortgage. Tenant, if requested by Landlord, shall execute any
such instruments in recordable form as may be reasonable required by landlord in
order to confirm or effect the subordination of this lease and the attornment of
Tenant to future landlords or mortgagees in accordance with the terms of this
lease.

         28.      SURRENDER OF PREMISES

                  On the last day, or earlier permitted termination of the lease
term, Tenant shall quit and surrender the leased premises in good and orderly
condition and repair (reasonable wear and tear, and damage by fire or other
casualty excepted) and shall deliver and surrender the leased premises to the
Landlord peaceably, together with all alterations, additions and improvements
in, to or on the leased premises made by Tenant as permitted under the lease.
The Landlord reserves the right, however, to require the Tenant at its cost and
expense to remove any alterations or improvements installed by the Tenant and
not permitted or consented to by the Landlord pursuant to the terms and
conditions of the lease, which covenant shall survive the surrender and the
delivery of the leased premises as provided hereunder. Prior to the expiration
of the lease term the Tenant shall remove all of its property, fixtures,
equipment and trade fixtures from the leased premises. All property not removed
by tenant shall be deemed abandoned by Tenant, and Landlord reserves the right
to charge the reasonable cost of such removal to the Tenant, which obligation
shall survive the lease termination and surrender hereinabove provided. If the
leased premises be not surrendered to the end of the lease term,, Tenant shall
indemnify Landlord against loss or liability resulting from delay by Tenant in
surrendering the leased premises, including, without limitation any claims made
by any succeeding tenant founded on the delay. In addition thereto, Tenant shall
pay to Landlord a sum equal to two times the then economic market rent and
Additional Rent for each day of holdover, or such then existing statutory
penalty as may be imposed in accordance with Statutory Law of the State of new
Jersey, whichever is greater. The foregoing covenant shall not be deemed as a
consent by Landlord to any such holdover nor shall it be construed to constitute
consent to the creation of a tenancy or to permitted use and occupancy by
Tenant.





                                       20
<PAGE>

         29.      SIGNS

                  The Tenant shall only be permitted to install signage at the
leased premises in accordance with Building standard, and at such designated
locations as Landlord shall direct. The Tenant shall not have the right to put
any identifying signs on the exterior of the Building or roof thereof.

         30.      ESTOPPEL CERTIFICATE

                  Tenant agrees, from time to time as may be requested by
Landlord, to execute, acknowledge and deliver to Landlord all or any of the
following: an estoppel letter certifying to such party as Landlord reasonably
may designate, including any mortgagee, that this lease is in full force and
effect and has not been amended, modified or superceded, that Landlord has
satisfactorily completed all construction work required by this lease (subject
to completion of punchlist items), that Tenant has accepted the leased premises
and is now in possession thereof, that Tenant has no defense offsets or
counterclaims hereunder or otherwise against Landlord with respect to this lease
or the leased premises and Landlord is not in default hereunder (or if any of
the foregoing not be the case, specifying in reasonable detail the extent and
nature thereof, that Tenant has no knowledge of any pledge or assignment of this
lease or rentals hereunder, that rent is accruing under this lease but has not
been paid more than one month in advance and the date to which rent has been
paid; and any other instrument as may be reasonably requested to be executed by
Tenant by any mortgagee of the Property or Building or any interest therein, so
long as the rights of Tenant as provided for by this lease are not materially
affected by any much other instrument. Tenant's estoppel letter shall be in the
form as Landlord or its mortgagee shall hereafter prescribe.

         31.      TRANSFER BY LANDLORD

                  The term "Landlord" as used in this lease means only the
owner, or the mortgagee in possession, for the time being of the Building or
Property (or the owner of a lease of the Building or of the Property) so that in
the event of any transfer of title or to lease of said Building or Property, the
said Landlord shall be and hereby is entirely freed and relieved of all
covenants and obligations of Landlord hereunder thereafter accruing, and it
shall be deemed and construed as a covenant running with the land without
further agreement between the Landlord and Tenant or their successors in
interest, or between the Landlord and Tenant and the transferee of title to or
lessee of the Building or property, that the transferee or the lessee has
assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder.

         32.      LIMIT OF LANDLORD'S LIABILITY

                  In case the Landlord shall be a joint venture, partnership,
tenancy in common, association or other form of joint ownership, the individual
members or entities thereof shall have absolutely no personal liability or
obligation with respect to any provision of this lease, or any obligation or
liability arising therefrom or in connection therewith, which covenant


                                       21
<PAGE>

hereinabove referred to, shall be deemed effective as of the date Landlord
completes and delivers the leased premises in accordance with the terms and
conditions of the lease and the plans and specifications herein provided, and
any liability or obligation of Landlord shall be satisfied out of Landlord's
equity in the Property.

         33.      LANDLORD'S RIGHT OF ENTRY AND ALTERATIONS

                  Landlord, or its agents, shall have the right at any time,
upon reasonable notice (except in the event of emergency), to enter upon the
leased premises to examine the same, to clean windows, or to make such repairs,
alterations or improvements as Landlord may deem necessary or proper, and during
such operations, may close entrances, doors, corridors, elevators and other
facilities, all without any liability to Tenant by reason of interference,
inconvenience or annoyance; provided, however, that such work shall not
materially reduce area of the leased premises; but if the leased premises are
reduced in any amount, the rent paid by Tenant shall be proportionately reduced,
and further provided, that such work will be done in such a manner as to cause
the least possible interference, inconvenience and annoyance to Tenant. However,
this Article shall not be deemed as imposing any duty of Landlord to undertake
any of the acts specified herein.

         34.      LANDLORD'S REMEDIES AND EXPENSES

         34.1     All rights and remedies of Landlord herein enumerated shall be
cumulative, and none shall exclude any other right or remedy allowed by law. For
the purposes of any suit brought or based hereon, this lease shall be construed
to be a divisible contract, to the end that successive actions may be maintained
on this lease on successive periodic sums which mature hereunder.
Notwithstanding the foregoing, Landlord agrees that all cognizable claims shall
be filed in one action.

         34.2     Tenant shall pay, upon demand, all of the Landlord's
reasonable costs, charges and expenses, including the reasonable fees of
counsel, agents and others retained by Landlord, incurred in enforcing Tenant's
obligation hereinunder.

         35.      LANDLORD'S RESERVED RIGHTS

                  Landlord reserves the following rights:

                  (a) To have access for Landlord and other tenants of the
Building to any mail chutes located on the premises according to the rules of
the United States Post Office.

                  (b) During the last ninety (90) days of the term, if prior to
that time Tenant vacates the leased premises, to decorate, remodel, repair,
alter or otherwise prepare the leased premises for re-occupancy.

                  (c) To show the leased premises to prospective tenants or
brokers during the last six (6) months of the term of this lease as extended and
to prospective purchasers at all reasonable times, provided prior reasonable
notice to Tenant in each case is given and Tenant's 



                                       22
<PAGE>

use and occupancy of the leased premises shall not be materially inconvenienced
by any such action of Landlord. Landlord may enter upon the leased premises and
may exercise any or all of the foregoing rights hereby reserved without being
deemed guilty of an eviction or disturbance of Tenant's use or possession and
without being liable in any manner to tenant. Notwithstanding the foregoing,
Landlord agrees that it shall arrange said visitation only by appointment with
Tenant.

         36.      RULES AND REGULATIONS

                  Tenant, it employees, agents, servants, licensees and visitors
agree to comply with the rules and regulations with respect to the leased
premises and Building (hereinafter called the "Rules") as the same shall be
applicable to all tenants of the Building. The Rules are set forth at the end of
this lease and are expressly made a part hereof as Schedule "F". Landlord shall
have the right to make reasonable additions and amendments thereto from time to
time; and Tenant, its employees, agents and servants, agree to comply with such
additions and amendments after notice from Landlord. All notices with respect to
the Rules shall be in writing. The Rules shall not deny Tenant access to the
leased premises in excess of the regular work week hours defined in Article 7.
Tenant further agrees to furnish to Landlord license and car information as to
its employees who may be using the parking lot as may be required by the
Landlord, and Tenant further agrees to comply with such reasonable Rules or
requirements in connection with the use of the parking facilities as shall be
made applicable to all tenants of the Building.

         37.      WAIVERS

                  No delay or forbearance by Landlord in exercising any right or
remedy hereunder or undertaking or performing any act or matter which is not
expressly required to be undertaken by Landlord shall be construed,
respectively, to be a waiver of Landlord's rights or to represent any agreement
by Landlord to undertake or perform such act or matter thereafter.

         38.      WAIVER OF TRIAL BY JURY

                  It is mutually agreed by and between Landlord and Tenant that
the respective parties hereto shall and they hereby do waive trial by jury in
any action, proceeding or counterclaim brought by either of the parties against
the other on any matter whatsoever arising out of or in any way connected with
this lease, the relationship of Landlord and Tenant, Tenant's use of or
occupancy of the leased premises and/or any claim of injury or damage and any
emergency or any other statutory remedy. It is further mutually agreed that in
the event Landlord commences any summary proceeding for non-payment of Annual
Basic Rent, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceeding.

         39.      SEVERABILITY

                  Each covenant and agreement in this lease shall for all
purposes be construed to be a separate and independent covenant or agreement. If
any provision in this lease or the 



                                       23
<PAGE>

application thereof shall to any extent be invalid, illegal or unenforceable,
the remainder of this lease, and the application of such provision, other than
as invalid, illegal or unenforceable, shall not be affected thereby; and such
provisions in this lease shall be valid and enforceable to the fullest extent
permitted by law.

         40.      QUIET ENJOYMENT

                  The Landlord covenants and represents that the Landlord is the
owner of the leased premises and has the right and authority to enter into,
execute and deliver this lease, and does further covenant that the Tenant on
paying the rent and performing the conditions and covenants herein contained,
shall and may peaceable and quietly have, hold and enjoy the leased premises for
the term aforementioned.

         41.      LEASE CONSTRUCTION

                  This lease shall be construed pursuant to the laws of the
State of New Jersey.

         42.      BINDING EFFECT

                  The terms, covenants and conditions of the within lease shall
be binding upon and inure to the benefit of each of the parties hereto, and
their respective heirs, successors, executors, administrators and assigns.

         43.      DEFINITIONS

                  The neuter gender, when used herein and in the acknowledgment
hereafter set forth, shall include all persons, firms and corporations, and
words used in the singular shall include words in the plural where the text of
the instrument so requires.

         44.      PARAGRAPH HEADING

                  The paragraph headings herein are inserted only as a matter of
convenience and for reference, and in no way to define, limit or describe the
scope of this lease nor the intent of any provision hereof.

         45.      AMENDMENT AND MODIFICATIONS

                  This lease contains the entire agreement between the parties
hereto, and shall not be amended, modified or supplemented unless by agreement
in writing signed by both the Landlord and Tenant and the same shall not be
valid unless approved in writing by all mortgagees and holders of any estate or
interest in the Building or the Property by virtue or leases or other
instruments expressly referred to herein or which are then of record.

         46.      SCHEDULES

                  The following Schedules are referred to in this Lease:



                                       24
<PAGE>

                           SCHEDULE "A" - Legal Description 
                           SCHEDULE "B" - Plan
                           SCHEDULE "C" - Intentionally omitted 
                           SCHEDULE "D" - Intentionally omitted 
                           SCHEDULE "E" - Janitorial Services 
                           SCHEDULE "F" - Building Rules and Regulations

         47.      BROKERAGE

                  The parties hereto mutually represent, one to the other, that
neither party engaged the services of a real estate broker in connection with
the negotiation and consummation of the within transaction.

         48.      NO OPTION

                  The submission of the within lease by Landlord to Tenant for
review and approval shall not be deemed an option to lease, an offer to lease,
or a reservation of the leased premises in favor of Tenant, it being intended
that no rights or obligations shall be created by Landlord or Tenant until the
execution and delivery of the within lease by Landlord and Tenant one to the
other.

         49.      RELOCATION

                  From time to time, or at any time during the term of this
lease, and on not less than ninety (90) days' notice to Tenant, Landlord shall
have the right to move the Tenant out of the leased premises and into comparable
space of at least equal area on one single floor in the Building and with no
interruption of Tenant's business, except for the normal interruptions that will
result form actually moving. In such event, Landlord shall remove, relocate and
reinstall Tenant's equipment, furniture and fixtures and redecorate the new
space similar and equivalent to the old space, all of which shall be done at
Landlord's sole cost and expense. For the balance of the lease term, this lease
shall continue in full force and effect and shall apply to the new space as
though this lease had originally been for such new space, including, but not
limited to, the same obligations to pay Annual Basic Rent and Additional Rent as
in this lease now provided.



                                       25
<PAGE>




         IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
or caused these presents to be signed by its proper corporate officers and
caused it proper corporate seal to be hereunto affixed, the day and year first
above written.

WITNESS:                     FREEHOLD-CRAIG ROAD PARTNERSHIP,
                             a New Jersey partnership



                             BY:      /s/
                                ---------------------------------------------
                             Partner


ATTEST:
                             BY:      /s/ James K.T. Lu
                                ---------------------------------------------
                                      Diamond Entertainment President

ATTEST:
                             BY:      /s/ Jeffrey I. Schillen
                                ---------------------------------------------
                                      Diamond Entertainment Vice President




                                       26
<PAGE>





                                  SCHEDULE "A"



ALL that certain tract or parcel of land and premises described, situate, lying
and being in the Township of Freehold, County of Monmouth, State of New Jersey,
known as Lot 46.03, Block 4 and more particularly described as follows:

BEGINNING at a point in the westerly right of way line of Route 9 distant four
hundred seventy-nine and sixty-one hundredths (479.61) feet northerly of the
northeasterly corner of lands now or formerly of Tak Yin and Nei Lee Wong, and
running thence (1) along an arc to the left with a radius of thirty (30) feet a
distance of fifty-five and forty-two hundredths (55.42) feet to a point of
tangency, and thence (2) south eighty two degrees west (S 82' 00' 00" W) four
hundred seventy-nine and sixty-one hundredths (479.61) feet a distance of one
hundred four and seventy-eight hundredths (104.78) feet to a point, and thence
(3) north eight degrees west (N 8' 00' 00" W) a distance of fifty (50.00) feet
to a point, and thence (4) south eighty-two degrees west (S 82' 00' 00" W) a
distance of two hundred thirty-five (235.00) feet to a point, and thence (5)
north eight degrees west (N 8' 00' 00" W) a distance of four hundred sixty-eight
(468.00) feet to a point which is the southwesterly corner of lands now or
formerly of Jessie Whelan, and thence (6) along the line of lands of Whelan,
North eighty two degrees east (N 82' 00' 00" E) a distance of five hundred
(500.00) feet to a point in the westerly right of way line of route 9, and
thence (7) southerly along an arc forming the westerly right of way line of
Route 9 with a radius of five thousand six hundred sixty-nine and fifty-eight
hundredths (5669.58) feet a distance of five hundred thirty-seven and thirty-six
hundredths (537.36) feet to a point of tangency, and thence (B) further along
the westerly right of way line of Route 9, south seven degrees fifty minutes
twenty-three seconds west (S 7' 50' 23" W) a distance of thirty-four and
thirty-five hundredths (34.35) feet to the point and place of beginning.

COMPRISING five and two hundredths (5.02) acres.  PREPARED by Walter W. Lyon, 
Jr., P.E. & L.S.

BEING known and designated as Lot 46.03 as shown on subdivision map Block 4, Lot
46, Freehold Township, Monmouth County, NJ made by Walter w. Lyon, Jr., dated
July 18, 1984, and revised to October 12, 1984, and filed in the Monmouth County
Clerk's Office January 25, 1985, in Case 197-24.









<PAGE>



                                  SCHEDULE "E"

                      JANITORIAL MAINTENANCE SPECIFICATIONS
                                       for
                            FREEHOLD EXECUTIVE CENTER

Daily Janitorial Services                     Monday through Friday


Entrance Lobby and all Offices

1.       Entrance lobby will be damp mopped and/or vacuumed nightly.

2.       Remove fingerprints and smudges from all entrance glass doors.

3.       Empty and clean waste receptacles, ashtrays. Remove waste to designated
         area.

4.       Sweep and dust mop all flooring.

5.       Vacuum clean all carpeting.

6.       Dust and wipe clean furniture:  desks, chairs, tables, bookcases, 
         filing cabinets, etc.

7.       Dust all telephone equipment.

8.       Dust all synthetic plastic on chairs and sofas.

9.       Dust all paneling, mouldings, baseboards, chair rails.

10.      Wash clean and disinfect all water coolers and fountains.

11.      Sweep daily and wet mop as needed all stairways and rails.

12.      Vacuum clean all elevators nightly.

13.      Maintain slop sinks and storage locker in clean and orderly condition.


Lavatory Areas

Thorough scour, disinfect, wash and rinse clean: basins, bowls, urinals and
toilet seats including undersides and underlip of bowls and urinals.

Clean, disinfect, and polish all bright work, enameled surfaces, and stainless
steel fixtures.

Mirrors and cabinets will be cleaned and polished.

Remove spots and stains from lavatory walls and partitions. Waste receptacles
will be washed and disinfected.

Sweep, wash and rinse clean, using disinfectant cleaning solution, all lavatory
flooring, daily. Special attention will be given to area of flooring directly
under urinals and behind toilet bowls.

Refill all soap, tissue, and towel dispensers.



<PAGE>



                              SCHEDULE "E" (CONT'D)


Security

Notify owner of any faulty locks, lighting and electrical equipment and any
irregularities.

Upon completion of work, extinguish all lights (except those requested to be
left on), close all windows, lock all doors, and reset any alarm systems.

The Contractor will sign and be responsible for keys to the building, and the
keys will be maintained by a person on the job.

General Conditions

Our employees will immediately report to the proper management, any fires, items
in need of repair, hazardous conditions, leaky faucets, burned out lights, or
any other irregularities. All lost items which may be found, will be turned in
immediately. All company and building regulations will be strictly adhered to by
our employees and they will be instructed not to disturb any paper on desks or
cabinets of the clients. They will stay out of all areas which are not under
service and restricted or prohibited to their use.

Lobby and Front Entrance

Constant attention will be given to keeping the lobby and front
entrance areas as clean and attractive as possible. Floors will be vacuumed/damp
mopped daily. Furniture in waiting rooms or lobby will be dusted and/or washed.
Glass inserts of main entrance doors will be cleaned daily. Entrance glass will
be thoroughly washed inside and out once per month.

Corridors and Stairwells

All hallway corridors will be cleaned daily. Stairwells will be given special
attention. They will be swept and/or vacuumed daily. Washing will be performed
as needed.

Elevators

All elevators will be thoroughly vacuumed daily. Paneled walls will be polished
as often as needed. Door grooves will be vacuumed out as needed. Stainless steel
will be polished.

Floors (VAT)

All VAT flooring will be spray-buffed once per month.



<PAGE>



                              SCHEDULE "E" (CONT'D)


Dust Mopping

All floors will be dust mopped nightly, with special treated long strand cotton
mops. These treated mops are replaced regularly with freshly treated and
laundered mop heads. This procedure insures the removal of all dust, leaving a
dust free floor. Special attention is given to out of the way areas, such as
corners and baseboards.

Carpeting

All carpetings are to be vacuumed, nightly, using a Hoover beater type vacuum
cleaner.

Room Trim

All windows sills, chair rails, baseboards, mouldings partitions picture frames,
etc. below six foot heights, shall be dusted with a specially treated dust cloth
at regular intervals. Over six foot heights, shall be dusted on schedule,
including tops of partitions, transoms and doors.

Waste Receptacles

Waste receptacles will be emptied, waste removed and placed at assigned
locations, nightly, plastic liners will be placed in all waste baskets and
replaced as needed.

Furniture and Equipment

All furniture and equipment shall be dusted and polished with specially treated
dust cloths and dusting tools.

Ash Trays

All ash trays will be emptied, and damp wiped nightly.

Drinking Fountains

All drinking fountains will be thoroughly cleaned nightly, using a neutral
cleaning agent with disinfectant added to assure bacteria free drinking
fountains.

Storage, Space and Service Closet

Space will be assigned for the storage of all bulk supplies and equipment
necessary for the performance of the work under this contract. All service areas
will be kept in a clean and orderly condition.


<PAGE>



                              SCHEDULE "E" (CONT'D)


Window Cleaning

All exterior windows will be cleaned inside and outside, twice per year.

Insurance

Cleaning Service shall carry the following insurance:

         Workman's compensation - Statutory Limits
         Public Liability Insurance - Bodily Injury $500,000/$1,000.000.
         Umbrella Wrap-Around all Inclusive - $2,000,000. Personal Bond in case
         of theft - $25,000 minimum per incident.



<PAGE>



                                  SCHEDULE "F"

                         BUILDING RULES AND REGULATIONS


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

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

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

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

         5.       When electric wiring of any kind is introduced, it must be
connected as directed by Landlord, and no stringing or cutting of wires will be
allowed, except within the prior written consent of Landlord, and shall be done
only by contractors approved Landlord. The number and location of telephones,
telegraph instruments, electric appliances call boxes, etc., shall be approved
by Landlord. No tenant shall lay linoleum or other similar floor covering so
that the same shall be in direct contact with the floor of the 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, the use of cement or other similar adhesive material being
expressly prohibited.


<PAGE>



                              SCHEDULE "F" (CONT'D)

         6.       Landlord shall have the right to prescribe the weight, size
and position of all safes and other bulky or heavy equipment and all freight
brought into the Building by the Tenant; and also the times of moving the same
in and out of the Building; and all such moving must be done under the
supervision of the Landlord. Landlord will not be responsible for loss of or
damage to any such equipment or freight from any cause; but all damage done to
the Building by moving or maintaining any such equipment or freight shall be
repaired at the expense of Tenant. All safes shall stand on a base of such size
as shall be designated by the Landlord. The Landlord reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates the lease.

         7.       No machinery of any kind or articles of unusual weight or size
will be allowed in the Building without the prior written consent of Landlord.
Business machines and mechanical equipment shall be placed and maintained by
Tenant, at Tenant' expense, in settings sufficient in Landlord's judgement to
absorb and prevent vibration, noise and annoyance.

         8.       No additional lock or locks shall be placed by Tenant on any
door in the Building, without prior written consent of Landlord. Two keys will
be furnished Tenant by Landlord; two additional keys will be supplied to Tenant
by Landlord, upon request, without charge; any additional keys requested by
Tenant shall be paid for by Tenant at a charge of $1.00 per key. Tenant, its
agents and employees, shall not change any locks. All keys to doors and
washrooms shall be returned to Landlord at the termination of the tenancy, and
in the event of loss of any keys furnished, Tenant shall pay Landlord the cost
thereof.

         9.       Tenant shall not employ any person or persons other than
Landlord's janitors for the purpose of cleaning the premised, without prior
written consent of Landlord. Landlord shall not be responsible to Tenant for any
loss due to theft or vandalism from the Leased Premised however occasioned.
Landlord, however, shall be responsible for any damage caused or due to the
carelessness or negligence of the Landlord, its agents, servants or employees in
connection with any such cleaning, subject to the terms and conditions of
Article 21 of the within lease.

         10.      No animals of any kind shall be brought into or kept in or
about the Premises.

         11.      The requirements of Tenant will be attended to only upon the
application at the office of the Building. Employees of Landlord shall not
perform any work for Tenant or do anything outside of their regular duties,
unless under special instruction from the office of the Landlord. Landlord
agrees to keep Tenant advised at all times of how to contact the Building
Manager.

         12.      The Premises shall not be used for lodging or sleeping
purposes, and cooking therein is prohibited. Vending machines for coffee and
rolls are permitted.


<PAGE>



                              SCHEDULE "F" (CONT'D)



         13.      Tenant shall not conduct, or permit any other person to
conduct any auction on the premises, manufacture or store goods, wares or
merchandise upon the Premises, without the prior written approval of Landlord,
except the storage of usual supplies and inventory to be used by Tenant in the
conduct of its business; permit the Premises to be used for gambling, make any
unusual noises in the Building; permit to be played any radio, television,
recorded or wire music in such a loud manner so as to disturb or annoy other
tenants; or permit any unusual odors to be produced upon the Premises. Tenant
shall not occupy or permit any portion of Premised leased to him to be occupied
as an office for a public stenographer or for the possession, storage
manufacture or sale of intoxicating beverages, tobacco in any form, or as a
barber or manicure shop.

         14.      After 6:00 P.M. until 8:00 A.M. on weekdays, and at all hours
on Sundays and legal holidays, the Building is closed. Landlord reserves the
right to exclude from the Building during such periods, all persons who do not
present a pass to the Building signed by Tenant. Each Tenant shall be
responsible for all persons for whom he issues such pass and shall be liable to
Landlord for all acts of such persons.

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

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

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

         18. Each Tenant, before closing and leaving the Premises, shall ensure
that all windows are closed and all entrance doors locked.

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

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


<PAGE>



                              SCHEDULE "F" (CONT'D)



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

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

         (c)      the right to install and maintain a sign or signs on the 
                  exterior of the building;

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

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

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