"CERTIFIED TO BE A TRUE COPY"

Record and Return To:

Allen J. Popowitz, Esq.
Brach, Eichler, Rosenberg, Silver,
Bernstein, Hammer & Gladstone
101 Eisenhower Parkway
Roseland, New Jersey 07068-1067



                           MORTGAGE AND SECURITY AGREEMENT

         THIS  MORTGAGE  dated  the  8th day of  June,  2000,  among  INTEGRATED
ANALYTICAL  REALTY,  L.L.C.,  a New Jersey  Limited  liability  company having a
business   address  at  273  Franklin  Avenue,   Randolph,   New  Jersey  07869,
(hereinafter collectively known as "Mortgagor" or "Borrower");

                                              and

         NORCROWN  BANK, a state  chartered  bank,  having an office at 66 West
 Mount  Pleasant  Avenue,  Livingston,  New Jersey 07039 (hereinafter known as
 "Mortgagee" or "Lender").

         WHEREAS, Mortgagor is justly indebted to Mortgagee in the principal sum
of ONE MILLION  TWO  HUNDRED  THOUSAND  AND 00/100  ($1,200,000.00)  DOLLARS and
interest  thereon,  as  evidenced  by a certain  obligation,  bearing  even date
hereof, payable to the Mortgagee at its office aforesaid, or at such other place
as the holder hereof may designate,  in writing, said principal sum and interest
being payable as set forth therein, being due and payable in accordance with the
terms and conditions of such Note and said Note is hereby incorporated herein to
the same extent as if such terms,  covenants and  conditions  were  incorporated
herein at length.

         NOW,  WITNESSETH,  that  the  Mortgagor  for the  better  securing  the
observance,  payment, and performance by the Mortgagor of all of his obligations
and  liabilities to the Mortgagee,  and any and all loans and/or advances at any
time or from time to time made by the Mortgagee to the Mortgagor, any present or
future indebtedness or other obligations of the Mortgagor to the Mortgagee,  and
all other  indebtedness or other  obligations,  direct or indirect,  absolute or
contingent,  due or to become due, now existing or hereafter arising,  howsoever
created,  incurred,  evidenced,  acquired or arising, whether joint, several, or
joint and several,  or independent of the Mortgagor,  or whether under the above
described note or other obligation, or under any other instrument,  obligations,
contracts  or  agreements,  or dealings  of any and every kind now or  hereafter
existing or entered into between the  Mortgagor  and the Mortgagee or otherwise,
(together  with  interest  and  charges  as  provided  in  said  note  or  other
obligation,  and in any other  agreements had by and between the parties herein)
and further to secure the prompt and faithful  performance and observance by the
Mortgagor  of all the  terms,  undertakings,  covenants  and  conditions  by the
Mortgagor  to be  kept,  observed,  or  performed  under  or  according  to  the
provisions of this Mortgage and of any and all other  instruments,  obligations,
contracts  or  agreements  entered or to be entered  in the future  between  the
Mortgagor  and  Mortgagee,  and in further  consideration  of the sum of ONE and
NO/100TH  ($1.00)  DOLLARS and for other good and  valuable  consideration,  the
receipt  whereof  before the ensealing and delivery of these  presents is hereby
acknowledged,  the  Mortgagor  does  grant,  bargain,  sell,  and  convey to the
Mortgagee and to its successors and assigns forever:

         All that  certain  tract or  parcel  of land and  premises  hereinafter
particularly  described  on Schedule A attached  hereto and made a part  hereof,
situate,  lying,  and being in the Township of Randolph,  County of Morris,  and
State of New Jersey (the "Land").

<PAGE>

         Being the same premises  conveyed to Mortgagor by Deed from East Morris
Realty  Associates,  L.L.C., a New Jersey limited liability  company,  dated the
date hereof and being  recorded  simultaneously  herewith  in the Morris  County
Clerks Office.

         TOGETHER with all right, title and interest of the Mortgagor, now owned
or  hereafter  acquired,  in and to any and all  sidewalks  and alleys,  and all
strips and gores of land, adjacent to or used in connection with said Land.

         TOGETHER  with  any  and  all  awards,  damages,   payments  and  other
compensation and any and all claims therefor and rights thereto which may result
from taking or injury by virtue of the  exercise of the power of eminent  domain
of or to, or any  damage,  injury or  destruction  in any manner  caused to, the
Premises (as hereinafter  defined),  or any part thereof,  or from any change of
grade or vacation of any street abutting thereon, all of which awards,  damages,
payments,  compensation,  claims and rights are hereby assigned, transferred and
set over to Mortgagee to the fullest  extent that Mortgagor may under the law do
so. Mortgagee is hereby irrevocably appointed  attorney-in-fact  coupled with an
interest  for  Mortgagor  to settle for,  collect  and receive any such  awards,
damages,  payments and  compensation  from the  authorities  making the same, to
appear in and  prosecute  any  proceeding  therefor,  and to give  receipts  and
acquittances therefor.

         TOGETHER  with  any and all  fixtures,  and all  machinery,  equipment,
chattels, goods and other articles of property,  whether real estate or not, now
or at any time hereafter  attached to or situated in or upon, and used or useful
in the  operation of, the Land or the  buildings,  structures  and  improvements
erected or  hereafter  erected  thereon,  or of any  business  now or  hereafter
operated  by the  owner  or any  occupant  of the  Land  and/or  the  buildings,
structures and improvements  thereon, or any part of either or both, or any part
thereof,  (except any personal  property,  furnishings or furniture owned by any
tenant  unrelated  to  Mortgagor   occupying  the  Land  and/or  the  buildings,
structures and improvements  thereon,  or any part of either or both and used by
such  tenant in the space  occupied  by it, to the extent that the same does not
become the property of the  Mortgagor,  as  landlord,  under the lease with such
tenant or under applicable law), including without limitation:

         All  gas  and  electric  fixtures,   radiators,  heaters,  engines  and
machinery,  boilers,  elevators  and motors,  bathtubs,  sinks,  water  closets,
basins, pipes, faucets,  air-conditioning equipment,  plumbing fixtures, heating
fixtures, mirrors, mantels,  refrigerating plant, carpeting,  furniture, ranges,
refrigerators,  ovens,  dishwashers,  laundry  equipment,  cooking apparatus and
appurtenances,  and  all  building  material  and  equipment  now  or  hereafter
delivered to the Land and/or the buildings, structures and improvements thereon,
or any part of either or both and  intended  to be  installed  therein;  and all
renewals  or  replacements   thereof,  all  additions  thereto  or  articles  in
substitution  thereof and all of the estate,  right,  title and  interest of the
Mortgagor  in and to all  property of any nature  whatsoever,  now or  hereafter
situate on or in the Land and/or buildings, structures and improvements thereon,
or any part of  either or both or  intended  to be used in  connection  with the
operation  thereof  shall be  deemed  to be  fixtures  and an  accession  to the
freehold and a part of the realty as between the parties  hereto and all persons
claiming  by,  through  or under them and shall be deemed to be a portion of the
security for the indebtedness herein mentioned and secured by this Mortgage.

         TOGETHER with all right,  title and interest of Mortgagor in and to all
unearned  premiums  accrued,  accruing or to accrue under any and all  insurance
policies now or hereafter obtained by Mortgagor with respect to the Premises (as
hereinafter defined).

         TOGETHER, with all rights,  dividends and/or claims of any kind, nature
or description  whatsoever  (including,  without  limitation,  damage,  secured,
unsecured, lien, priority, or administration claims); together with the right to
take  any  action  or file any  papers  or  process  in any  Court of  competent
jurisdiction,  which may in the opinion of  Mortgagee  be necessary to preserve,
protect, or enforce such rights or claims, including without limitation the

<PAGE>

filing  of any proof of claim in any  insolvency  proceeding  under  any  State,
Federal or other laws; including any rights, claims or awards accruing to, or to
be paid to,  Mortgagor in its capacity as landlord under any lease affecting all
or any portion of the Land and/or the  buildings,  structures  and  improvements
thereon.  Mortgagee's  lien and interest in the  foregoing  rights and claims is
hereby deemed to be presently vested and perfected as of the date hereof.

         TOGETHER  with  all  and  singular  the  tenements,  hereditaments  and
appurtenances  belonging  to the Land or any  part  thereof,  or the  buildings,
structures and improvements  thereon,  hereby mortgaged or intended so to be, or
in anywise  appertaining  thereto  (including  but not  limited  to all  leases,
income,  rents,  issues and profits  arising  therefrom),  all streets,  alleys,
passages,  ways,  watercourses,  easements,  all  other  rights,  liberties  and
privileges of whatsoever kind or character,  the reversions and remainders,  and
all the estate,  right, title, interest property,  possession,  claim and demand
whatsoever,  as  well  at law or in  equity,  of  Mortgagor,  in and to all  the
foregoing  or any or every  part  thereof  (said  Land,  buildings,  structures,
improvements,  fixtures,  machinery,  equipment,  tenements,  and other property
interests described and enumerated above are hereinafter  collectively  referred
to as the "Premises" or the "Mortgaged Premises").

         TO  HAVE  AND TO  HOLD,  the  above  granted  and  described  Mortgaged
Premises, with the appurtenances, fixtures, equipment and improvements, unto the
Mortgagee,  its  successors  and  assigns,  to its and their own  proper use and
benefit forever;

         PROVIDED  ALWAYS,  and these  premises are upon the express  condition,
that if the  Mortgagor  shall  well and  truly  pay to the  Mortgagee  all money
secured hereby when the same shall become due and payable,  without deduction or
credit for any amount  payable  for taxes,  then these  presents  and the estate
hereby granted shall cease, terminate and be void.

         Mortgagor warrants, covenants and agrees with Mortgagee as follows:

1.  DEFINITIONS:

Unless the context otherwise connotes, as used herein:

     (a) "Note" means:

          (1) That certain  Mortgage Note,  bearing even date herewith,  made by
Mortgagor  as  Borrower  and  payable  to the  order  of  Mortgagee  as  Lender,
evidencing  indebtedness  in the  principal  amount of ONE  MILLION  TWO HUNDRED
THOUSAND AND 00/100 ($1,200,000.00)  DOLLARS advanced by Mortgagee to Mortgagor,
with interest  thereon at the rate of Eight and  Three-Quarters  (8.75%) percent
per annum as specified in the Note, the terms and  conditions of which,  and any
amendments,  extensions,  or restatements thereof, are incorporated by reference
in and to the terms and conditions of the within  Mortgage as if fully set forth
herein.  All amounts due under the Note are due and payable on or before July 1,
2005  (hereinafter the "Maturity  Date"),  subject to and in accordance with the
Note, which provides in part as follows:

         The Loan Term may be extended and the  Interest  Rate shall be adjusted
         as set forth below, provided the following conditions are satisfied:

         (i)    Borrower  notifies  Lender of Borrower's  election to extend not
                less than sixty (60) days prior to the Maturity Date;

        (ii)    No default has occurred under the Note or Mortgage;

       (iii)    The mortgage remains a valid first lien;

        (iv)    There  has been no  material  adverse  change  in the  financial
                condition of the Borrower;

         (v)    A current appraisal of the Premises, conducted at Borrower's
                expense,  by an  appraiser  satisfactory  to  Lender,  and
                submitted  to Lender  not less than sixty (60) days prior to
                the Maturity Date showing a loan-to-value ratio of not greater
                than seventy-five percent (75%); and
<PAGE>

        (vi)   The Debt Service  Coverage  Ratio (as defined below) is not less
               than 1.2.  The  term "Debt  Service  Coverage Ratio"  shall mean
               a fraction, the denominator of which will be the debt service for
               the loan (based upon the new Interest  Rate for the upcoming rate
               period), and the numerator of which shall be the then current Net
               Operating Income for the Premises.  "Net Operating  Income" shall
               mean total gross  revenues  from the  Premises,  minus  operating
               expenses,  and the replacement  reserve,  if required,  and in an
               amount  determined by Lender in its discretion.  The Debt Service
               Coverage  Ratio shall be based upon the then  current  income and
               expense  statements  submitted by Borrower in form and  substance
               satisfactory to Lender.

Provided  the  foregoing  conditions  are  satisfied,  then the Loan Term may be
extended  for an  additional  sixty (60) month  period  from the  Maturity  Date
("Extended  Loan  term") to July 1, 2005 (the  "Extended  Maturity  Date").  The
Interest  Rate on the unpaid  principal  during the Extended  Loan Term shall be
reset to two hundred  fifty (250) base points  (2.50%)  above the Current  Index
Rate (the "Adjusted Interest Rate"),  provided,  however,  the Adjusted Interest
Rate  shall  never be less than eight and  three-quarters  (8.75%)  percent  per
annum. The Current Index Rate shall be the weekly average yield on United States
Treasury  securities  as adjusted to a constant  maturity of five (5) years,  as
made  available by the Federal  Reserve  Board and  published in the Wall Street
Journal sixty (60) days prior to the Maturity Date.

            In the event that the Loan Term is  extended  to the  Extended  Loan
            Term, the Adjusted  Interest Rate shall become  effective on July 1,
            2005 (the "Change  Date"),  and shall apply for the remainder of the
            Extended Loan Term.

         The Borrower shall make  consecutive  monthly  payments of interest and
principal on all monies  advanced  under this Note,  based on a twenty (20) year
amortization schedule, in the amount of $10,604.53 (exclusive of escrows and any
other  required  payments)  commencing on August 1, 2000,  and continuing on the
first day of each and  every  month  thereafter  until the  Maturity  Date.  The
foregoing  payments shall be applied first to escrow  expenses and other amounts
due under the Mortgage, then to interest and then to reduction of principal, and
shall be subject  to  adjustment  in  accordance  with the above,  in which case
Lender shall  recalculate  the monthly  payment of principal and interest at the
Adjusted  Interest  Rate  applied  to the  then  outstanding  principal  balance
amortized  over a fifteen (15) year period.  If the Loan term is extended to the
Extended  Maturity Date pursuant to the above,  Lender will advise  Mortgagor of
the new monthly  payment  amount,  and  commencing  August 1, 2005 (the "Payment
Change Date"),  the Borrower shall make consecutive  monthly payments at the new
payment amount and continuing  thereafter  until the Extended  Maturity Date, at
which time all outstanding amounts of principal,  interest and any other charges
on the Loan shall be due and payable in full.  Interest from the date of closing
to the end of the month of closing shall be due and payable at the Loan closing.
Interest  shall be  calculated  on the basis of a 360 day year  over the  actual
number of days  elapsed.  All  payments  shall be made to Lender at the  address
shown above, or to such other address as may be required by Lender.

         (2) All  amounts  from time to time  advanced,  paid or expended by the
Mortgagee under Section 18 of this Mortgage,  with interest  thereon at the rate
stated in the Mortgage Note to Mortgagee of even date herewith;

         (3) All other amounts which Mortgagor and Mortgagee may agree are to be
secured hereby, with interest thereon at the rate or rates agreed upon; and

         (4) Any part of the  principal  of, and to any part of the interest on,
any part of this Note,  as well as to all of th note.

      (b) "Loan Documents" means:  This Mortgage, the Note, the
Governmental  Compliance  Warranty and  Indemnification  Agreement,  UCC-1
Financing  Statements,  Assignment  of Leases,  Mortgagor's Affidavit Of Title,

<PAGE>

Borrower's   Certificate,   Mortgage   Commitment,   Guaranty,   and  any  other
Resolutions,   Certifications,   Documents  or  other  instruments  executed  or
delivered by Mortgagor to Mortgagee in connection with or collateral to the loan
transaction evidenced by the Note.

      (c) "Mortgage  Commitment"  means:  That certain  agreement by and between
Mortgagor and Mortgagee dated April 18, 2000, as amended to date.

      (d) "Indemnity  Agreement"  means:  That certain  Governmental  Compliance
Warranty  and  Indemnification  Agreement  dated the date  hereof,  executed and
delivered by Mortgagor and its principal(s) (collectively,  the "Indemnitor") as
an  inducement  for  Mortgagee  to advance  monies to  Mortgagor  under the Note
wherein the Indemnitor  thereunder  indemnifies the Mortgagee  regarding certain
environmental matters with respect to the Premises.

         (e) "Assignment of Leases" means:  That certain Absolute  Assignment of
Leases and Rents dated the date hereof  executed  and  delivered by Mortgagor to
Mortgagee  assigning  Mortgagor's rights under the leases affecting the Premises
to Mortgagee as security for the Note.

         (f)  "UCC-1  Financing   Statements"  means:  Those  certain  financing
statements dated the date hereof executed and delivered by Mortgagor  evidencing
Mortgagee's security interest in the collateral therein specified.

         (g) "Title Binder" means:  That certain title insurance  commitment and
report issued by Commonwealth All Service Title Agency as agent for Commonwealth
Land Title Insurance Company.

         (h) "Guaranty"  means:  That certain  agreement  dated the date hereof,
executed and delivered by Menlo Acquisition  Corporation,  Integrated Analytical
Laboratories,   Inc.  and  Integrated  Analytical   Laboratories,   L.L.C.  (the
"Guarantor"  to be construed as  "Guarantors"  if the context so requires) as an
inducement for Mortgagee to advance  monies to Mortgagor  under the Note wherein
the Guarantor unconditionally guaranties the payment and performance obligations
of Mortgagor  under the Note and the Mortgage,  subject to the  limitations  set
forth in the Guaranty.

2.       PAYMENT OF DEBT:

         Mortgagor shall pay the Note in accordance with its terms.

3.       FIRST LIEN:

         This  Mortgage  is a valid  first  mortgage  and is a valid  first lien
against the Premises.

4.       TITLE WARRANTY:

         Mortgagor  warrants  that  title  to the  Premises  is  marketable  and
unencumbered  and Mortgagor  agrees that  Mortgagor  will warrant and defend the
title to the Premises and that the lien and  priority of this  Mortgage  against
the lawful claims and demands of all persons whomsoever.

5.       REPAIR:

         Mortgagor shall maintain the Premises in a good and  substantial  state
of repair.

6.       COMPLIANCE WITH LAW:

         Mortgagor  shall comply with and  maintain  the premises in  compliance
with all laws and requirements of all governments and  governmental  authorities
applicable  thereto,  including without limitation all applicable  environmental
laws, ordinances, rules, regulations, orders and requirements,  whether federal,
state,  county,  regional or  municipal,  which are  applicable to the Mortgaged
Premises,  including  but not limited to laws  relating to air,  water and noise
pollution, handling of toxic substances,
<PAGE>


underground tank storage and occupational safety and health requirements
("Laws").

7.       TAXES:

          (a) Mortgagor covenants to pay promptly as the same become due and
payable all taxes, assessments, water and sewer charges and governmental charges
on or with  respect  to the  Premises;  and no  owner of the  Premises  shall be
entitled to any credit by reason of the payment of any tax,  assessment or other
imposition  thereon.  Mortgagor shall provide Mortgagee with such evidence as it
may require,  within ten (10) days after the final date any taxes,  assessments,
water  and sewer  charges  or other  governmental  charges  can be paid  without
penalty, that all such taxes, assessments, water and sewer charges and
other governmental charges have been paid in full; and

         (b) Mortgagor shall, at the sole option of Mortgagee, in lieu of paying
such taxes and assessments directly as and when the same become due and payable,
deposit with the Mortgagee on each payment date in the Note provided,  until the
principal sum secured  hereby is fully paid, a sum equal to  one-twelfth  of the
annual real estate taxes and assessments  (estimated by the Mortgagee) levied or
to be levied,  assessed  or imposed on said  Premises,  and if the total of such
payments for taxes and assessments shall exceed the amounts actually paid by the
Mortgagee therefore, such excess shall be credited to subsequent payments by the
Mortgagor  for the same  purpose  or to  principal  or  interest  that may be in
arrears,  but if the total of such payments  shall be  insufficient  to pay such
taxes  and  assessments  in  full  when  due,  the  Mortgagor  shall  pay to the
Mortgagee,  on demand, the amount necessary to make up the deficiency;  and upon
any default in the performance of this covenant, or any part thereof, the entire
principal sum hereby  secured with all interest  thereon may be and shall become
due and payable at the election of the Mortgagee.  Such sums so deposited  shall
not bear interest and may be commingled with the general funds of the Mortgagee.
If,  Mortgagee,  pursuant to any  provision  hereof,  declares the  indebtedness
secured hereby to be due and payable,  Mortgagee may then apply all sums in said
account to the reduction of the indebtedness secured hereby.


8.       INSURANCE:

         (a) Mortgagor shall keep in effect upon the Premises:

                  (1)      Comprehensive   hazard  insurance,   Causes  of  Loss
                           Special  Form,  for not less  than the  amount of the
                           Loan, with the following endorsements,  (i) valuation
                           replacement  cost, (ii) laws and ordinance  coverage,
                           (iii) boiler and machinery,  if applicable,  and (iv)
                           agreed value.

                  (2)      Commercial  general  liability   insurance,   with  a
                           combined  single  limit in an  amount  not less  than
                           $1,000,000 per occurrence,  $1,000,000 aggregate. (If
                           such policy covers more than one location, the policy
                           must  be  endorsed  to  reflect  the   aggregate  per
                           location and the unimpaired aggregate).

                  (3)      Business Income  including  Rental value in an amount
                           not  less  than  twelve   months  gross  rent,   with
                           endorsements for (i) valuation actual loss sustained,
                           (ii)  extended  period of  indemnity  for sixty  (60)
                           days, (iii) ordinance and law coverage.

                  (4)      Workmen's compensation coverage, if applicable.

          (b) All insurance shall be in such amounts, form and by such companies
as approved by the Lender (which insurance company shall have a Best's Rating of
A+ or  better,  and  Financial  Size  Category  of  Class  VI or  higher),  with
endorsements naming the Lender as certificate holder, first mortgagee, loss

<PAGE>
payee and additional  insured.  All insurance shall be prepaid for one year from
Closing.  If any part of the Premises is in a Zone A or B Flood Hazard area, and
such condition is approved by Lender,  Flood Insurance as required by Regulation
H of the Federal Reserve Board shall be required.  Deductibles  shall not exceed
$5,000.

         (c) Mortgagor shall pay the premiums on such policies as they become
payable,  and shall deliver to Mortgagee such policies,  with standard mortgagee
clauses in favor of Mortgagee. Financing premiums is not permitted;

         (d) Mortgagor shall, at the sole option of Mortgagee, in lieu of paying
such  insurance  directly as and when the same become due and  payable,  deposit
with  the  Mortgagee  on each  payment  date in the  Note  provided,  until  the
principal sum secured  hereby is fully paid, a sum equal to  one-twelfth  of the
annual insurance premiums (estimated by the Mortgagee) on said Premises,  and if
the  total of such  payments  shall  exceed  the  amounts  actually  paid by the
Mortgagee therefore, such excess shall be credited to subsequent payments by the
Mortgagor  for the same  purpose  or to  principal  or  interest  that may be in
arrears,  but if the total of such payments  shall be  insufficient  to pay such
insurance  premiums in full when due, the Mortgagor  shall pay to the Mortgagee,
on demand, the amount necessary to make up the deficiency;  and upon any default
in the performance of this covenant,  or any part thereof,  the entire principal
sum hereby  secured  with all  interest  thereon may be and shall become due and
payable at the election of the Mortgagee.  Such sums so deposited shall not bear
interest and may be  commingled  with the general  funds of the  Mortgagee.  If,
Mortgagee,  pursuant to any provision hereof,  declares the indebtedness secured
hereby to be due an payable,  Mortgagee  may then apply all sums in said account
to the reduction of the indebtedness secured hereby.

         (e) All renewal  policies  shall be delivered,  by Mortgagor,  premiums
paid,  to  Mortgagee  at least  twenty  (20) days before the  expiration  of the
expiring policies.  Each insurance company issuing any of the aforesaid policies
shall  agree in the policy,  or shall  otherwise  agree in  writing,  to provide
Mortgagee  with thirty (30) days prior  written  notice before any policy may be
canceled,  changed,  altered,  amended, or modified,  or any coverage therein be
reduced,  deleted, amended, changed or canceled by either the party named as the
insured,  or the insurance company issuing the policy. If the insurance,  or any
part  thereof  shall  expire,  or be  withdrawn  or become  void or  voidable by
Mortgagor's breach of any condition thereof,  or become void or unsafe by reason
of failure or  impairment  of the capital of any company in which the  insurance
may then be carried,  or if for any reason  whatsoever  the  insurance  shall be
unsatisfactory to Mortgagee,  Mortgagor shall immediately place new insurance on
the Premises,  satisfactory  to the Mortgagee.  In the event  Mortgagor fails to
comply with this  Section 8, or upon any other Event of Default,  Mortgagee  may
procure, at Mortgagor's sole cost and expense, whether by a transfer of interest
under  the  current  policy  of  insurance  or by  purchase  of a new  policy of
insurance,  a single interest policy of insurance  naming Mortgagee as sole loss
payee for the  Premises.  If Mortgagee  shall  acquire  title to the Premises by
virtue of a deed in lieu of foreclosure,  or a judicial sale thereof pursuant to
the proceedings under the Note or Mortgage,  then all of the Mortgagor's estate,
right,  title  and  interest  in and to all such  policies,  including  unearned
premiums thereon and the proceeds thereof, shall vest in Mortgagee;

         (f) Mortgagee  shall be  entitled to receive  all  insurance  proceeds
according  to  the  terms  of  a  standard  mortgagee  clause,  not  subject  to
contribution,  pursuant to Section 8(i), below.  Mortgagee shall have the right,
at its election,  to adjust or compromise  any loss claims under such  insurance
and to collect and receive the proceeds thereof,  and to negotiate on its behalf
and on behalf of Mortgagor,  any insurance  checks whether made out to Mortgagor
and Mortgagee, jointly or otherwise.

         (g) Mortgagee is hereby irrevocably appointed by Mortgagor, as
attorney-in-fact of Mortgagor,  to assign any policy to itself or its nominee in
the  event  of  foreclosure  of this  Mortgage  or other  extinguishment  of the
Mortgage indebtedness.
<PAGE>




          (h) The Mortgagor shall not take out separate insurance concurrent in
form or  contributing  in the event of loss with that  required to be maintained
under this Mortgage unless the Mortgagee is included  thereon as a named insured
with loss payable to the Mortgagee under a standard mortgage  endorsement of the
character above described.  The Mortgagor shall immediately notify the Mortgagee
whenever any such separate  insurance is taken out and shall promptly deliver to
the Mortgagee the policy or policies of such insurance.

          (i) No damage or  destruction  of the Premises or any  application  of
insurance  proceeds to the payment of the Note  secured by this  Mortgage  shall
postpone  or reduce the amount of any of the  current  installments  of interest
becoming due under the Note which shall  continue to be made in accordance  with
the terms of the Note until the Note and all interest due  thereunder is paid in
full.

          (j) In the event of partial or total  destruction  of the  Premises by
fire or other insured  casualty,  provided (i) there is no outstanding  Event of
Default,  (ii) that insurance  proceeds are sufficient to pay projected costs of
repair  and  restoration,  (iii)  that all  repairs  and  reconstruction  can be
completed  prior to the last full year of the Loan Term,  and (iv) that  repairs
and  restoration  are  not  otherwise,   in  Mortgagee's   reasonable  judgment,
impractical or  economically  unfeasible,  then the insurance  proceeds shall be
held  in a  trust  fund  by  the  Mortgagee  to be  disbursed  for  repairs  and
reconstruction  of  the  Premises.  In the  event  that  any  of  the  foregoing
conditions are not met, then Mortgagee may apply the insurance  proceeds  toward
reduction of the  outstanding  balance due under the Note. In no event shall the
mortgage lien be reduced, except to the extent and by the amount of the proceeds
of such insurance retained by Mortgagee and applied upon said indebtedness.

9.       EMINENT DOMAIN; CONDEMNATION:

         (a) As to any  taking  of the  Premises  by the  exercise  of  power of
eminent domain or purchase under threat thereof:

               (1) Mortgagor shall notify Mortgagee promptly of all action taken
and, to Mortgagor's knowledge, proposed to be taken with respect thereto;

               (2) Mortgagor  shall not exercise or waive any right with respect
thereto, unless Mortgagee consents; and

             (3)  Mortgagee  shall be entitled to receive the award of proceeds,
and, at its sole option, to apply the same on account of the Note (remitting the
balance, if any, to the Mortgagor) and/or to reimburse Mortgagor for the cost of
the repair of the Premises pursuant to this Section.

         (b) To further secure said  indebtedness,  Mortgagor  hereby assigns to
Mortgagee  any award of damages  made in  connection  with any  condemnation  or
taking with respect to the Premises or any part thereof. Mortgagee is authorized
and  empowered  (but not  required) to collect and receive any such award and is
authorized to apply it in whole or in part in reduction of the then  outstanding
debt secured by this  Mortgage,  notwithstanding  the fact that the same may not
then be due and payable. Any amounts so applied to principal shall be applied to
the principal  last maturing  hereon.  Mortgagor  agrees to execute such further
assignments of any such awards as Mortgagee may require.

        (c) In the event of the condemnation of the Premises or a portion
thereof,  then the condemnation  award may, at Mortgagor's  sole discretion,  be
held in a trust fund by the  Mortgagee in the same manner as casualty  insurance
proceeds, and may be disbursed solely for repairs and reconstruction except that
if,  subsequent to any  condemnation,  any repair and/or  reconstruction  is, in
Mortgagee's  reasonable opinion,  impossible or impractical,  then Mortgagee may
apply the condemnation  proceeds toward reduction of the outstanding balance due
under the Note.

<PAGE>

10.      LEASES:

         (a) The Mortgagor shall comply with and observe its obligation as
landlord  under all leases  affecting the Premises or any part or parts thereof.
Except as may be specified  below, no existing or future lease which affects the
Premises, or any part or parts thereof, or any facilities or business located or
operated  thereon or  therefrom,  shall be  canceled,  surrendered,  or modified
without the prior  written  consent of  Mortgagee.  Mortgagor  shall  notify the
Mortgagee  immediately or any default of Mortgagor  asserted by any tenant under
such a lease.  If Mortgagor  fails to cure such default on its part, as landlord
under any such lease,  then Mortgagor  expressly  authorizes  Mortgagee,  at its
option,  to cure such default in order to prevent  termination of any such lease
by any such tenant, and the leases shall set forth the foregoing provisions. If,
by reason of default of  Mortgagor  in the  performance  of any such lease,  the
tenant  has the right to cancel  such  lease or to claim  any  diminution  of or
offset  against  future rents,  then,  at the option of Mortgagee,  such default
shall be a default under the Note and this Mortgage. The Mortgagor upon request,
from time to time, but not more often than annually  unless a default shall have
occurred under this Mortgage,  will furnish to the Mortgagee in such  reasonable
detail as the Mortgagee may request,  certified by the Mortgagor,  copies of all
leases  relating to the Premises,  and on demand,  the Mortgagor will furnish to
the Mortgagee  executed  counterparts of any and all such leases.  Further,  the
Mortgagor,  upon request,  will furnish to the Mortgagee information relative to
the occupancy and vacancy rates of the Premises.

         (b) The standard from of space lease used by Mortgagor in leasing space
in the Premises shall be subject to Mortgagee's prior approval.  Mortgagor shall
use only such  approved  form of lease in leasing  space in the Premises and any
material  deviations  from and or amendments to such form lease shall be subject
to Mortgagee's approval.  Furthermore, all extensions and other modifications of
future or existing  leases shall comply with the  foregoing  provisions  of this
paragraph  unless the prior consent of Mortgagee is given to each such extension
or  modification.  Any and all leases shall,  by their terms,  be subject to and
subordinate to this Mortgage and shall be assigned,  in form for  recording,  to
Mortgagee, pursuant to the Assignment of Leases.

         (c)  Notwithstanding  anything  in  this  Article  10 to the  contrary,
Mortgagor agrees that it will not, without the written consent of the Mortgagee,
assign the rents,  issues or profits,  or any part  thereof,  from the Premises,
receive or collect  rents from any  tenant,  sub-tenant,  undertenant,  or other
occupant of any part of the  Premises for a period of more than one (1) month in
advance,  nor will  Mortgagor  grant  any  concessions  to any of the  foregoing
persons or parties  for more than one (1)  month's  rent  (which  must be at the
front end of a lease) nor shall any lease be modified,  entered,  terminated  or
extended in any other way that would reduce  monthly rent  thereunder  except in
the ordinary  course of business and in no event shall the sum total of all such
concessions and other  modifications  reduce the gross rents for the Premises to
less than the most recent fiscal  period,  without the prior written  consent of
the Mortgagee.

         (d)  Mortgagor  authorizes  Mortgagee at its option to  foreclose  this
Mortgage  subject to the rights of any tenants of the Premises,  and the failure
to make any such tenants parties  defendant to any such  foreclosure  proceeding
and to foreclose  their rights will not be asserted by Mortgagor as a defense to
any  proceeding  instituted  by  Mortgagee to collect the  indebtedness  secured
hereby or any  deficiency  remaining  unpaid after the  foreclosure  sale of the
Premises, it being expressly understood and agreed, however, that nothing herein
contained shall prevent Mortgagor from asserting in any proceeding disputing the
amount of the deficiency or the sufficiency of any bid at such foreclosure sale,
that any such tenancies adversely affect the value of the Premises.

<PAGE>

         (e) Any agreement entered into by the Mortgagor,  its  representatives,
agents,  successors  or  assigns,  which  provides  for the  payment  of leasing
commissions,  (i)  shall  provide  that  the  obligation  to  pay  such  leasing
commissions  will not be enforceable  against any party other than the party who
entered into such  agreement,  (ii) shall be subordinate  to this Mortgage,  and
(iii)  shall  not  be  enforceable   against  Mortgagee  or  its  successors  by
foreclosure,  deed in lieu of foreclosure or by assignment of this Mortgage. The
Mortgagors  shall,  upon the  request  of the  Mortgagee,  furnish  satisfactory
evidence to the Mortgagee of the  Mortgagor's  compliance with the provisions of
this Section.

         (f) At the sole option of Mortgagee, this Mortgage shall become subject
and  subordinate,  in  whole  or in part  (but  not  with  respect  to  priority
entitlement to any award in condemnation),  to any and all leases of any part of
the Premises upon the execution by Mortgagee and recording thereof,  at any time
hereinafter,  in the office of the recording of such  documents for the locality
in which the Premises are located, of a unilateral declaration to that effect.

11.      ENVIRONMENTAL REPRESENTATIONS, WARRANTIES AND COVENANTS:

         (a) To the  best  of  Mortgagor's  knowledge,  after  due  inquiry  and
investigation,  none of the real  property  owned  and/or  occupied by Mortgagor
located in the State of New Jersey,  including  but not limited to the Premises,
has ever been used by  previous  owners  and/or  operators  to refine,  produce,
store, handle,  transfer,  process or transport "Hazardous Substances",  as such
term is defined in N.J.S.A. 58:10-23.11b, and Mortgagor has not in the past, nor
does Mortgagor intend in the future to use said real property, including but not
limited  to, the  Premises  for the  purpose of  refining,  producing,  storing,
handling, transferring, processing or transporting said "Hazardous Substances".

         (b) None of the real  property  owned by  Mortgagor  and located in the
State of New Jersey including,  but not limited to, the Premises, has been or is
now  used  as  a  "Major  Facility",   as  such  term  is  defined  in  N.J.S.A.
58:10-23.11b, and said real property, including but not limited to the Premises,
will  not be used as a Major  Facility  after  completion  of the  construction,
renovation,  restoration and other  development work which Mortgagor  intends to
undertake thereon.

         (c) To the  best  of  Mortgagor's  knowledge,  after  due  inquiry  and
investigation,  no lien has been  attached  to  revenues or any real or personal
property  owned by Mortgagor  and located in the State of New Jersey,  including
but not limited to, the Premises,  as a result of the chief executive of the New
Jersey  Spill  Compensation  Fund  expending  monies  from  said fund to pay for
"Damages",  as such term is defined in N.J.S.A.  58:10-23.11b,  arising  from an
intentional  action  omission of Mortgagor or any previous owner and operator of
said real property, including, but not limited to the Premises, resulting in the
releasing,   spilling,  pumping,  pouring,  emitting,  emptying  or  dumping  of
"Hazardous Substances", as such term is defined in N.J.S.A.  58:10-23.11b,  into
waters of the State of New  Jersey or onto  lands  from  which it might  flow or
drain into said waters or into waters outside the  jurisdiction  of the State of
New Jersey where damage may have resulted to the lands, waters, fish, shellfish,
wildlife,  biota,  air and  other  resources  owned,  managed,  held in trust or
otherwise controlled by the State of New Jersey.

          (d) Mortgagor has not received a summons, citation,  directive, letter
or other  communication,  written  or oral,  from the New Jersey  Department  of
Environmental  Protection  concerning any intentional or unintentional action or
omission on  Mortgagor's  part resulting in the  releasing,  spilling,  leaking,
pumping, pouring,  emitting,  emptying or dumping of "Hazardous Substances",  as
such term is defined in  N.J.S.A.  58:10-23.11b  into waters of the State of New
Jersey or onto lands from which it might flow or drain into said  waters or into
waters outside the jurisdiction of the State of New Jersey where damage may have
resulted to the lands, waters, fish, shellfish, wildlife, biota,
<PAGE>
air and other resources owned, managed, held in trust or otherwise controlled by
the State of New Jersey.

          (e) Mortgagor shall not cause or permit to exist as a result of an
intentional  or  unintentional  action or  omission  on its part,  a  releasing,
spilling, leaking, pumping, pouring, emitting, emptying or dumping of "Hazardous
Substances",  as such term is defined in N.J.S.A.  58:10-23.11b,  into waters of
the State of New  Jersey or onto  lands  from  which it might flow or drain into
said waters or into waters outside the  jurisdiction  of the State of new Jersey
where damage may have resulted to the lands, waters, fish, shellfish,  wildlife,
biota,  air  and  other  resources  owned,  managed,  held  in  trust  otherwise
controlled by the State of New Jersey, unless said release,  spill, leak, and so
forth,  is pursuant to and in compliance  with the conditions of a permit issued
by the appropriate federal or state governmental authorities.

         (f) In the event that there shall be filed a lien against the Mortgaged
Premises by the New Jersey Department of Environmental  Protection,  pursuant to
and in accordance with the provisions of N.J.S.A.  58:10-23.11f,  as a result of
the chief  executive of the New Jersey Spill  Compensation  Fund having expended
monies from said fund to pay for "Damages",  as such term is defined in N.J.S.A.
58:10-23.11g,  and/or  "Cleanup and Removal  Costs",  as such term is defined in
N.J.S.A.  58:10-23.11b  arising from an intentional or  unintentional  action or
omission of Mortgagor,  resulting in the releasing,  spilling, leaking, pumping,
pouring, emitting,  emptying or dumping of "Hazardous Substances",  as such term
is defined in N.J.S.A.  58:10-23,11b,  into waters of the State of New Jersey or
onto lands from  which it might flow or drain into said  waters or into  waters,
then Mortgagor shall,  within thirty (30) days from the date that that Mortgagor
is given notice that the lien has been placed against the Mortgaged  Premises or
within such shorter period of time in the event that the State of New Jersey has
commenced  steps to cause the Premises to be sold  pursuant to the lien,  either
(1) pay the claim and remove the lien from the  Premises;  or (2)  furnish (i) a
bond  satisfactory to the Title Insurance Company and Mortgagee in the amount of
the claim out of which the lien arises, (ii) a cash deposit in the amount of the
claim  out of  which  the  lien  arises,  or  (iii)  other  security  reasonably
satisfactory to Mortgagee in an amount  sufficient to discharge the claim out of
which the lien arises.

         (g)  Mortgagor's  use and any tenant's  use of the Premises  during the
term of the  loan  obligation  will not  involve  the  generation,  manufacture,
refining,  transport,  treatment,  storage, handling, or disposing of "Hazardous
Waste" or "Hazardous  Substances"  as those terms are defined in the  Industrial
Site Recovery Act ("ISRA"),  N.J.S.A.  13:1k-6 et seq. or the Spill Compensation
and Control Act N.J.S.A.  58:10-23.1.  In the event the  Mortgagor or any tenant
shall breach this Section or in any way conduct its  operations  of the Premises
to permit the  Mortgaged  Premises to be used or maintained so as to subject the
Mortgagor or any tenant of the Premises to a claim or  violation,  the Mortgagor
shall  immediately  remedy  and fully  cure such  condition  at its own cost and
expense  or cause  such  condition  to be cured  and  shall  indemnify  and save
harmless the  Mortgagee  from any and all  damages,  remedial  orders,  judgment
decrees,  and all costs and  expenses  related  thereto  or  arising  therefrom,
including but not limited to attorney's and consultants' fees, cleanup, removal,
a restoration costs, and loss rentals.  The Mortgagor shall cause all tenants to
comply with ISRA. To the extent that the termination of any lease or the closing
of any operation at the Premises is governed under ISRA,  Mortgagor shall notify
the  Mortgagee  of such  termination  or closing and shall  provide  evidence or
compliance by tenants and/or operators with the provisions of ISRA.

12.      RESTRICTIVE AND AFFIRMATIVE COVENANTS:

         (a) Mortgagor  shall  not  suffer  or permit  waste on the  Premises
or remove  or  demolish  the  Premises  or make any alterations to the Premises;

         (b) Mortgagor shall not install, or permit to be installed, in or

<PAGE>

on the Premises any new fixture or equipment  in  replacement  of,  substitution
for, or addition to, any fixtures or  equipment in or on the  Premises,  if such
new fixture or  equipment  would be subject to a security  interest  held by any
person other than Mortgagee, which has priority over this Mortgage.

         (c)  Mortgagor  covenants  that it shall  not sell,  transfer,  convey,
assign,  pledge or hypothecate  any interest in the Premises or any part thereof
without  Mortgagee's prior written approval which may be withheld in Mortgagee's
sole discretion.

         (d) Mortgagor shall not create nor permit to exist any interest,
lien,  charge,  encumbrance,  or  security  interest in the  Premises  which has
priority over this Mortgage, or which may be subordinate to this Mortgage.

         (e) Mortgagor,  if an entity,  shall not sell,  convey,  transfer,  nor
assign,  whether  directly or  indirectly,  whether  outright  or as  collateral
security, any interest in the Mortgagor, whether legal, equitable or beneficial,
which  interest  comprises ten (10%) percent of more, in the  aggregate,  in the
ownership of Mortgagor.

         (f) Mortgagor  covenants  that it shall not sell,  lease or  otherwise
transfer all or a substantial  portion of its assets during the term of the Loan
which  would  materially  impair the  financial  condition,  net  worth,  and/or
liquidity of Mortgagor without the express written consent of Mortgagee.

         (g) Mortgagor shall not lease any portion of the Premises except as may
be permitted  under this  Mortgage and  Mortgagor  shall not further  assign the
leases or rents affecting the Premises.

         (h) Within ninety (90) days of the close of each fiscal year, Mortgagor
will furnish to Mortgagee copies of the following  documents,  certified true by
the Mortgagor:  (i) actual income and expense reports,  (ii) complete rent rolls
(showing for each tenant,  its name, lease term,  current monthly rent, past due
rents  and  prepaid  rents),  (iii)  a  reconciliation  of  rent  security  with
corresponding  certified copies of rent security bank account  statements unless
the security  deposits  are being held by Lender,  and (iv) federal tax returns,
subject to permitted  extensions by the Internal Revenue Service. The income and
expense reports shall be in a form acceptable to Mortgagee and must specify:

               (1)      The total income derived from the Premises from all
                        sources;

               (2)      Expenses incurred in connection with the operation and
                        maintenance of the Premises;

               (3)      The term of each tenancy; and

               (4)      The rent paid by each tenant.

         The Mortgagee  shall have the right to retain an auditor to inspect the
Mortgagor's  income and expense  records in  connection  with the Premises at no
expense to the  Mortgagor.  After an Event of  Default,  all audits  shall be at
Mortgagor's sole expense.

         (i)      Mortgagor shall provide  certified annual  financial
statements and tax returns to Mortgagee within ninety (90) days of the end of
such year.

         (j)      Mortgagor shall promptly notify  Mortgagee of the occurrence
of any of the following:  (a) fire or other casualty in excess of $2,000.00; (b)
receipt of notice of  condemnation;  (c) receipt of notice of any  violation  of
law;(d)  commencement  of any litigation  involving a claim not fully covered by
insurance  and defended by the carrier in excess of  $2,000.00;  (e) a change in
tax assessment or proposed assessment; (f) receipt of a claim from the holder of
any lien or  security  interest;  or (g)  other  material  facts  affecting  the
Premises.
<PAGE>

         (k) Mortgagor covenants that it shall at all times use its best efforts
to keep the  Premises  fully  rented  at  market  rents  and  that it shall  not
inventory or warehouse vacant units.


13.      EVENTS OF DEFAULT:

         The occurrence of any of the following events shall constitute an Event
of Default:

         (a) The failure of Mortgagor to pay any monthly payment of principal
and interest  under the terms of the Note and this  Mortgage  within thirty (30)
days of its due date;

         (b) The failure of Mortgagor to duly  observe,  fulfill or perform any
covenant,  condition or  agreement  with respect to the payment of monies on the
part of  Mortgagor  to be observed or  performed or pursuant to the terms of the
Loan Documents  other than the periodic  payment of principal and interest which
shall be governed by subsection (a) above,  and such default shall have remained
uncured for a period of thirty (30) days after its due date;

         (c) The failure of  Mortgagor to duly observe or fulfill or perform any
covenant,  condition or agreement,  other than monetary  payments,  contained in
this  Mortgage,  the Note or the Loan  Documents,  and such  default  shall have
remained uncured for a period of thirty (30) days after notification;

         (d) The  institution of proceedings by or against  Mortgagor  under any
bankruptcy or  insolvency  law, or law for the benefit of creditors or relief of
debtors;  provided,  however,  the institution of proceedings  against Mortgagor
shall not be an Event of  Default if such  proceedings  shall be  discharged  or
dismissed within sixty (60) days after the commencement date thereof;

         (e) If any warranty, representation, certification, financial statement
or other  information  made or furnished by Mortgagor at any time in  connection
with the loan  transaction  secured hereby shall prove to be false or misleading
in any material respect when made;

         (f) Any state, local or federal  government or any department,  bureau,
administration or instrumentality thereof or any corporation having the power of
eminent domain shall take any estate or interest in the Premises,  the taking of
which  would,  in the  reasonable  opinion of  Mortgagee,  render  the  Premises
functionally inoperable for its intended purposes;

         (g) Mortgagor shall have transferred or caused to have been transferred
title to or  possession  of any  interest in the  Premises,  or any part thereof
(except  for leases to  residential  tenants),  or the making of an  installment
contract  therefore,  to any party  without the express  written  consent of the
Mortgagee;

         (h) The sale, transfer,  conveyance,  assignment, pledge, hypothecation
or  encumbrance  of any  interest in the  ownership of Mortgagor in violation of
Section 12(e) herein;

         (i)  The  passing  of  title  to or  possession  of the  Premises  to a
receiver, trustee, or assignee for the benefit of creditors;

         (j) The  Mortgagor  suffers  or  permits  any  waste  on the  Premises,
reasonable wear and tear excepted;

         (k) Mortgagor's  failure to maintain the Premises in good repair and to
undertake  repairs and  improvements  within thirty (30) days of notification by
Mortgagee;

         (l)  The  Mortgagor  fails  to  comply  promptly  with  all  applicable
requirements  of  the  federal,  state  and  municipal  governments,  or of  any
departments officials or bureaus thereof having jurisdiction, or uses the
<PAGE>



Premises or property in any way that  violates any  federal,  state of local law
ordinance rule regulation or requirement, or any restrictive covenant on the use
of the Premises, provided however, Mortgagor shall have a thirty (30) day period
from notice of such non-compliance (which must be provided to Mortgagee) to cure
the non-compliance;

         (m) After application by any holder of this Mortgage to two or
more fire insurance companies lawfully doing business in the State of New Jersey
and issuing policies of fire insurance on comparable  buildings  situated in the
place where the Premises are situated,  the companies to which such  application
has been made refuse to issue such policies;

         (n) The  Mortgagor  fails  to  repair  or  replace  any  buildings  or
improvements damaged by fire or other casualty to the reasonable satisfaction of
the Mortgagee to the condition of the property existing immediately prior to the
casualty,  or fails to maintain  the  Premises  and  property in a rentable  and
tenantable condition and state of repair recognizing industry standards and with
reasonable wear and tear excepted;

         (o) If Mortgagor abandons all or part of the Premises;

         (p) Any  material  adverse  change in the  financial  condition  of the
Mortgagor or any Guarantor.

14.      RENTS AFTER DEFAULT:

         (a)  Pursuant  to the  Assignment  of Leases  and Rents,  Mortgagor  is
simultaneously  assigning  to  Mortgagee  the rents,  issues and  profits of the
Premises theretofore accrued and thereafter accruing;

         (b)  After an Event  of  Default,  Mortgagor  shall  hold in trust  for
Mortgagee  the  rents,  issues  and  profits  of the  Premises  which  Mortgagor
receives,  shall not commingle the same with  Mortgagor's  other  property,  and
shall pay the same promptly to Mortgagee; and

         (c) If  Mortgagor  remains  in  occupancy  of  the  Premises  during  a
foreclosure  action he shall keep the  Premises in good repair and  condition or
Mortgagee  shall  have  the  right  to  have  Mortgagor  removed;  in any  event
Mortgagor's  occupancy shall terminate upon delivery of deed,  whether voluntary
or in foreclosure.

15.      REMEDIES:

         Upon the  happening  of any one or more of said Events of Default,  the
entire unpaid balance of the principal, and accrued interest, and all other sums
secured by this Mortgage shall at the option of Mortgagee become immediately due
and payable without further notice or demand,  and in any such Event of Default,
Mortgagee may forthwith undertake any one or more of the following:

         (a) Declare the debt to be immediately due and payable, and thereupon
the same shall become immediately due and payable;

         (b) Recover  judgment  against  Mortgagor for any debt; and neither the
recovery  of  judgment  nor  the  levy of  execution  thereof  on any  property,
including the Premises,  shall affect  Mortgagee's  rights hereunder or the lien
hereof;

         (c) Enter upon and take possession of the Premises,  or have a receiver
of  the  rents,   issues  and  profits  thereof  appointed,   without  proof  of
depreciation  in the  value of the  Premises,  inadequacy  of the  Premises,  or
insolvency of  Mortgagor;  and Mortgagee or the receiver may lease the Premises,
in the name of Mortgagor,  Mortgagee or the receiver,  and may receive the rents
issues and profits and apply the same:

              (1)     To the payment of expenses of operating, maintaining,
repairing and improving the Premises,  including  renting  commission and rental
collection commissions paid to an agent of Mortgagee or of the receiver; and/or
<PAGE>


              (2)      On account of the Note, in such order and in such amounts
as  Mortgagee  or the  receiver  determines,  but  while  in  possession  of the
Premises,  Mortgagee  or the  receiver  shall be liable to account  only for the
rents, issues and profits actually received; and/or

         (d) Take such other  action to protect and enforce  Mortgagee's  rights
hereunder and the lien hereof, as Mortgagee deems advisable, including:

             (1)        The foreclosure hereof, subject, at Mortgagee's option,
and upon the filing of a Complaint in  Foreclosure,  Mortgagee shall be entitled
to the  appointment  of a  receiver  of the rents of the  Premises  without  the
necessity of either inadequacy of the security or insolvency of the Mortgagor or
any person who may be legally or equitably  liable to pay money  secured by this
Mortgage,  and the Mortgagor and each person waive such proof and consent to the
appointment of such receiver;  and in any proceeding to enforce any liability of
the debt,  Mortgagor  shall not  assert as a defense  that  Mortgagee  failed to
foreclosure any such rights or that any such rights adversely affected the value
of the Premises; and

             (2)        The sale of the  Premises,  in a  foreclosure
proceeding,  and without obligation to have the Premises marshaled.

16.      MORTGAGEE'S RIGHTS CUMULATIVE:

         The rights and remedies of Mortgagee  hereunder shall be in addition to
every other right and remedy now and  hereafter  provided by law; the rights and
remedies of Mortgagee  shall be  cumulative  and not exclusive one or the other;
Mortgagee  may exercise the same at such times,  in such order,  to such extent,
and as often as Mortgagee  deems  advisable,  and without  regard to whether the
exercise of one precedes,  concurs with, or succeeds the exercise of another; no
delay or omission by Mortgagee in  exercising a right or remedy shall exhaust or
impair the same, or constitute a waiver of, or acquiescence in, the default; and
no waiver of a default by Mortgagee  shall extend to or affect any other default
or impair any right or remedy with respect thereto.

17.       INDULGENCES AND EXTENSIONS:

       Mortgagee  may  allow  Mortgagor  any   indulgences,   forbearances   and
extensions  with respect to the Note, the Premises and  Mortgagor's  obligations
hereunder,  may waive  compliance  with any of the  provisions  hereof,  and may
release all or any part of the Premises from the lien hereof,  without affecting
any  obligations  under the Note,  or the  priority  of the lien hereof upon the
remainder of the Premises.

18.      ADVANCES BY MORTGAGEE:

         Whether or not an Event of Default  shall have  occurred,  if Mortgagor
does not pay any  amount  payable  by it  under,  or fails  to  comply  with any
provision of, this Mortgage or the Note, Mortgagee may pay such amount or comply
with such provision of, this Mortgage or the Note,  and make such  expenditures,
including  reasonable  counsel fees, in connection  therewith and with enforcing
this Mortgage and the Note, for repairing,  and  maintaining  and preserving the
Premises, for establishing, preserving, protecting and restoring the priority of
the lien  hereof,  for  obtaining  official tax  searches of the  Premises,  for
protecting  and  preserving any use being made of the Premises now or hereafter,
and for advances to any trustee or receiver of the Premises,  as Mortgagee deems
advisable;  each amount so paid or expended, with interest at the rate stated in
the Note,  shall become part of the Note and be secured  hereby;  and  Mortgagor
shall  pay to  Mortgagee,  on  demand,  the  amount  of  each  such  payment  or
expenditure with interest at the rate stated in the Note; but no such payment or
compliance by Mortgagee shall  constitute a waiver of Mortgagor's  failure so to
do or affect any right or remedy of Mortgagee with respect thereto.

19.      WASTE - IMPAIRMENT OF SECURITY:

         The  Mortgagor  shall  abstain  from  the  commission  of  waste on the
Premises and shall not remove,  alter,  or demolish any building on the land and
shall not remove or demolish any fixtures or personal property covered
<PAGE>


by this  Mortgage  without the written  consent of the  Mortgagee  which consent
shall not be unreasonably  withheld. The Mortgagor covenants and agrees with the
Mortgagee and the  successors  and assigns of the  Mortgagee  that the Mortgagor
will  keep and  maintain  the  Premises  and all  improvements  thereon  and all
personal  property  included in this  mortgage in a good  condition and complete
state of  repair  and will  promptly  comply  with all the  requirements  of the
Federal,  State,  and Municipal  governments  or of any  departments  or bureaus
thereof having jurisdiction; that neither the value of the Premises nor the lien
of  this  Mortgage  will  be  diminished  or  impaired  in any way by any act or
omission of the  Mortgagor;  and that the Mortgagor  will not do or permit to be
done to, in, upon or about said Premises or any part thereof,  anything that may
in any way  substantially  impair the value thereof,  or  substantially  weaken,
diminish, or impair the security of this Mortgage;  provided,  however, that the
Mortgagor may replace obsolete or outworn items of personal  property by similar
items of equal or greater value and utility,  in accordance  with sound practice
ordinarily  employed by prudent and diligent  owners of similar  real  property.
This Section is based upon industry  standards and with reasonable wear and tear
excepted.  Notwithstanding  the  above,  Mortgagor  shall have a right to remove
fixtures or improvements, if and only if the fixtures are replaced with items of
the same or better quality and nature.

20.      NOTICES:

         No notice, request,  consent,  approval,  waiver or other communication
under this Mortgage or the Note shall be effective unless, but any communication
shall be  effective  and shall be deemed to have been  given,  if the same is in
writing and is mailed by  certified  mail,  return  receipt  requested,  postage
prepaid, or by nationally recognized overnight courier, addressed:

         (a)      To Mortgagor at Mortgagor's address as it then appears on
Mortgagee's records; and

         (b)      To Mortgagee, at its principal office as stated on page one
hereof, or such other address as Mortgagee designates.

21.      INSPECTION:

         Mortgagee  shall have the right to conduct  inspections of the interior
and exterior of the Premises  from time to time.  Mortgagor  agrees to undertake
and  complete  such  repairs and  improvements  to the  Premises  as  reasonably
required  by  Mortgagee  based  upon  such  inspections.  All  such  repair  and
improvement  work  shall be  undertaken  promptly  within  thirty  (30)  days of
Mortgagee's  request,  weather  permitting.  If such repair and improvement work
cannot be completed within thirty (30) days, but Mortgagee has commenced repair,
then  additional  time  shall be  allowed  to effect  the  repair  provided  the
municipality or governing authority does not require remediation in less time.

22.      CROSS DEFAULT:

         Any default in other obligations of Mortgagor,  or its assigns,  or any
related  person under common  control with the  Mortgagor or  controlled  by the
Mortgagor,  to Mortgagee,  whether oral or written,  secured or  unsecured,  and
regardless of their nature, and all future obligations,  when they are incurred,
shall constitute a default hereunder,  giving the Mortgagee the right and option
to accelerate the obligation  under the Note and declare the then unpaid balance
due.  This  covenant  shall be  effective  without the  execution of any further
assurance,  amendment of mortgage or any affirmative action by Mortgagor. In the
event the Mortgagor shall default under any other obligation or mortgage held by
Mortgagee and made by Mortgagor,  such default shall  constitute a default under
this  Mortgage  and  shall  entitle   Mortgagee  to  declare  the  Mortgage  and
accompanying  Note which it secures  immediately  due and payable.  In the event
that Mortgagor shall default  hereunder,  such default shall constitute  default
under any and all obligations and Mortgagee at its option,  may declare all such
obligations and mortgages immediately due and payable.

<PAGE>


23.      PREPAYMENT:

         Mortgagor is subject to the following prepayment provisions as Borrower
under the Note:

         The Loan may not be prepaid in whole, or in part,  except that Borrower
         shall have the right to prepay the Loan  Amount in full,  upon not less
         than  sixty  (60) days  written  notice to Lender  and upon  payment of
         premium as set forth in the Note (the "Prepayment  Premium").  The Loan
         may be prepaid  without  payment of the  Prepayment  Premium during the
         sixty  (60)  day  period  preceding  the  end of  the  Loan  term.  The
         Prepayment  Premium shall be due if the Loan is accelerated  due to any
         default by Borrower.

         Mortgagor  agrees  that if an Event of Default  shall  occur  under the
Note,  this  Mortgage  or the Loan  Documents,  and the  maturity of the Note is
accelerated,  then a tender of payment by Mortgagor or any entity  related to or
affiliated  with Mortgagor or by anyone on behalf of the Mortgagor of the amount
necessary to satisfy all sums due hereunder (including,  without limitation, any
sums due on any judgment  rendered in any  foreclosure  action) made at any time
prior to,  during or after a judicial or public  sale of the real  and/or  other
property  mortgaged  under this  Mortgage,  shall  constitute  an evasion of the
payment  terms of the Note and  shall be  deemed  to be a  voluntary  prepayment
thereunder, and any such payment, to the extent permitted by law, therefore must
include the Prepayment  Premium set forth in the Note. The foregoing  premium is
agreed by Mortgagor to be  liquidated  damages to  compensate  Mortgagee for the
loss of the investment,  and not a penalty.  For the purposes of this paragraph,
Mortgagor  shall be deemed  to have no right of  prepayment  until the  maturity
date.

         Any  permitted  prepayment  can be made  after  sixty  (60) days  prior
written  notice  to  Mortgagee,  which  notice  shall  specify  the date of such
prepayment, and may not be withdrawn after being given.

         Provided  Borrower  has not  committed  an  uncured  Event of  Default,
application  of  condemnation  awards  to the  outstanding  principal  shall not
require the payment of a Prepayment Premium.

24.      NO CREDIT FOR TAXES:

         Mortgagor will not claim or demand or be entitled to receive any credit
or  credits  on the  principal  indebtedness  to secure  payment  of which  this
Mortgage is made, or on the interest payable  thereon,  for so much of the taxes
assessed  against  said  Premises  as is equal to the tax  rate  applied  to the
principal  indebtedness  due on  this  Mortgage  or  any  part  thereof,  and no
deduction  shall be claimed from the taxable value of said Premises by reason of
this Mortgage.

25.      PERSONAL REPRESENTATIVES:

         The provisions hereof shall bind and insure to the benefit of Mortgagor
and Mortgagee and their  respective  personal  representatives,  successors  and
assigns.


26.      COUNSEL FEES:

         If Mortgagee  becomes a party (by  intervention  or  otherwise)  to any
action or proceeding  affecting the Premises or the title thereto or Mortgagee's
interest  under this  Mortgage,  or employs an  attorney  to collect  any of the
indebtedness  or to  enforce  performance  of  the  obligations,  covenants  and
agreements secured hereby, or to advise Mortgagee with respect to its rights and
remedies  hereunder  and  under  the  Note in case of an  Event  of  Default  or
threatened Event of Default, Mortgagor shall reimburse Mortgagee forthwith, upon
written notice,  and without further demand,  for all reasonable costs,  charges
and counsel fees incurred by Mortgagee in any such case,  whether or not suit be
commenced,  and the same shall be added to the principal sum secured hereby as a
further  charge and lien upon the Premises  and shall bear  interest at the rate
provided for in the Note.

<PAGE>


27.      TAXATION OF NOTE AND MORTGAGE:

         If at any time before the Note hereby  secured is fully paid any law of
the State of New Jersey  shall be enacted  deducting  from the value of the real
estate for the purposes of taxation, the amount of any lien thereon, or imposing
upon  the  Mortgagee  the  payment  of the  whole  or any  part of the  taxes or
assessments  or charges or liens herein  required to be paid by the Mortgagor or
revising or changing in any way the laws  relating to the  taxation of mortgages
or debts secured by mortgages or the Mortgagee's interest in the Premises or the
manner of  collection  of taxes so as to affect  adversely  this Mortgage or the
debt hereby secured,  or the owner and holder thereof in respect  thereto,  then
and in any such event,  the Mortgagor,  upon demand by the Mortgagee,  shall pay
such taxes or  assessments  or  reimburse  the  Mortgagee  therefore;  provided,
however,  that if, in the opinion of counsel for the Mortgagee,  (a) it might be
unlawful to require  Mortgagor to make such  payment;  or (b) the making of such
payment  might result in the  imposition of interest  beyond the maximum  amount
permitted by law, then, and in such event, the Mortgagee may elect, by notice in
writing given to the Mortgagor,  to declare all the indebtedness secured thereby
to be and become due and payable  within sixty (60) days from the giving of such
notice.  Notwithstanding  the  foregoing,  it  is  understood  and  agreed  that
Mortgagor is not  obligated to pay any portion of  Mortgagee's  federal or state
income taxes.

28.          FURTHER ASSURANCES:

         At any time, and from time to time, upon request by the Mortgagee,  the
Mortgagor  will  make,  execute,  acknowledge  and  deliver or cause to be made,
executed,  acknowledged  and  delivered  to the  Mortgagee  any and all  further
instruments, mortgages, conveyances, deeds, certificates, and other documents as
may, in the reasonable  opinion of the  Mortgagee,  be necessary or desirable in
order to  effectuate,  complete,  confirm or perfect or to continue and preserve
the  obligation of the Mortgagor  under the Note and the lien of this  Mortgage.
Upon any failure by the Mortgagor so to do, the Mortgagee may make,  execute and
record any and all such  instruments,  certificates and documents for and in the
name  of the  Mortgagor  and  the  Mortgagor  hereby  irrevocably  appoints  the
Mortgagee  the  agent  and  attorney-in-fact  of the  Mortgagor  so to  do.  The
Mortgagor  agrees to pay all filing,  registration  and  recording  fees and all
federal,  state,  county and  municipal  stamp taxes or other  duties,  imposts,
assessments and charges on all such instruments, certificates and documents.

29.      DECLARATION OF NO SET-OFFS:

         Within ten (10) days after  requested to do so by Mortgagee,  Mortgagor
shall  certify to Mortgagee or to any proposed  assignee of Mortgagee in writing
duly  acknowledged,  the amount of principal,  interest,  and other charges then
owing on the obligation secured by this Mortgage and by any prior liens, if any,
whether there are any set-offs or defenses  against them and whether any default
has been asserted by any tenant of the Premises.

30.      SECURITY AGREEMENT:

         This  Mortgage  creates a security  interest in the  personal  property
included in the  Premises and  constitutes  a security  agreement  under the New
Jersey Uniform Commercial Code. Mortgagor,  at its expense,  shall execute, file
and refile such financing  statements or other security  agreements as Mortgagee
shall  require from time to time with respect to personal  property  included in
the Premises.

31.      SEVERABILITY:

         In  case  any  one or  more  of the  covenants,  agreements,  terms  or
provisions  contained in the  Mortgage or the Note shall be invalid,  illegal or
unenforceable  in  any  respect,   the  validity  of  the  remaining  covenants,
agreements,  terms or provisions contained herein and in the Note shall be in no
way affected, prejudiced or disturbed hereby.

<PAGE>

32.      GOVERNING LAW:

         This  Mortgage  has been  executed  and  delivered  in the State of New
Jersey and is to be construed and enforced  according to and governed by the Law
of said State of New Jersey.

33.      MODIFICATION:

         This Mortgage cannot be changed or modified except by agreement between
the  parties  signed  and  acknowledged  for  recordation.  The  parties to this
Mortgage  may agree to change  the  interest  rate,  due date or other  terms or
conditions of this Mortgage or the obligation  secured by this Mortgage.  If the
parties  agree to a change,  such  change  shall be deemed a  "modification"  as
defined in P.L. 1985, c. 353, and this Mortgage shall be subject to the priority
provisions of that statute.

34.      ASSUMPTION:

         This Mortgage is not assumable.

35.      FORBEARANCE BY MORTGAGEE NOT A WAIVER:

         Any  forbearance  by Mortgagee in exercising  any right or remedy shall
not be a waiver of or preclude the exercise of any right or remedy.

36.        LOAN CHARGES:

         Any and all  payments  under  the  Loan  Documents,  including  without
limitation,  the Interest Rate,  Default Rate, late charges,  Prepayment Premium
and any other charges or amounts due hereunder  constitute material covenants of
the Loan and are:  (1) a material  inducement  for the Lender to enter into this
Loan;  (2) the  Lender  would  not have  entered  into  this  Loan  without  the
Borrower's  agreement and covenant to make the payments as specified in the Loan
Documents; (3) some additional payments, such as the Default Rate, are deemed by
the Lender as  compensation to the Lender for the increased risk associated with
this Loan not being  timely  repaid and (4) the  additional  payments  represent
reasonable  estimates to the Lender in allocating its resources  (both personnel
and financial) to the ongoing review, monitoring,  administration and collection
of the Loan.

         If the loan  secured  by this  Mortgage  is subject to a law which sets
maximum loan charges,  and that law is finally  interpreted so that the interest
or other loan charges  collected or to be collected in connection  with the loan
exceed the permitted limits,  then: (a) any such loan charge shall be reduced by
the amount  necessary to reduce the charge to the permitted  limit;  and (b) any
sums already  collected from Mortgagor which exceeded  permitted  limits will be
refunded to Mortgagor.  Mortgagee may choose to make this refund by reducing the
principal owed under the Note or by making a direct  payment to Mortgagor.  If a
refund reduces principal,  the reduction will be treated as a partial prepayment
without any prepayment charge under the Note.


37.      SERVICE OF PROCESS:

         Mortgagor hereby appoints  Laurence J. Rappaport,  Esq., an attorney at
law of the State of New Jersey,  as Mortgagor's agent for service of process for
any  matters  relating  to this  Mortgage  and  the  Loan  Documents.  Mortgagor
covenants  that  revocation of such  appointment  shall not be effective  unless
Mortgagor  provides Mortgagee at least thirty (30) days prior written notice and
Mortgagor  simultaneously  appoints a  substitute  agent for service of process,
which  substitute  agent  shall be an attorney at law of the State of New Jersey
maintaining an office in the State of New Jersey.

38.      JURISDICTION:

         Mortgagor hereby submits to the personal  jurisdiction of the courts of
the State of New Jersey for any matters  relating to this  Mortgage and the Loan
Documents.

<PAGE>


39.      MORTGAGE COMMITMENT:

         The Mortgage  Commitment  and all of its  provisions  shall survive the
closing of the loan.

40.      WAIVER OF JURY TRIAL:

         MORTGAGOR  AND  MORTGAGEE  AGREE THAT ANY SUIT,  ACTION OR  PROCEEDING,
WHETHER  CLAIM OR  COUNTERCLAIM,  BROUGHT BY  MORTGAGEE  OR MORTGAGOR ON OR WITH
RESPECT TO THIS  MORTGAGE  OR ANY OTHER LOAN  DOCUMENT  OR THE  DEALINGS  OF THE
PARTIES WITH RESPECT  HERETO OR THERETO,  SHALL BE TRIED ONLY BY A COURT AND NOT
BY  A  JURY.  MORTGAGEE  AND  MORTGAGOR  EACH  HEREBY  KNOWINGLY,   VOLUNTARILY,
INTENTIONALLY  AND  INTELLLIGENTLY  AND WITH  THE  ADVICE  OF  THEIR  RESPECTIVE
COUNSEL,  WAIVE  ANY  RIGHT  TO A TRIAL  BY JURY IN ANY  SUCH  SUIT,  ACTION  OR
PROCEEDING.  FURTHER, MORTGAGOR WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
IN ANY SUCH  SUIT,  ACTION OR  PROCEEDING,  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE,
CONSEQUENTIAL  OR OTHER DAMAGES  OTHER THAN, OR IN ADDITION TO, ACTUAL  DAMAGES.
MORTGAGOR  ACKNOWLEDGES  AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL
ASPECT OF THIS MORTGAGE AND THAT MORTGAGEE  WOULD NOT EXTEND CREDIT TO MORTGAGOR
OR BORROWER (AS  APPLICABLE) IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A
PART OF THIS MORTGAGE.

MORTGAGOR HEREBY DECLARES AND ACKNOWLEDGES THAT HE HAS RECEIVED, WITHOUT CHARGE,
A TRUE COPY OF THIS MORTGAGE AND SECURITY AGREEMENT.

Schedules Attached:
A - Premises


         IN WITNESS  WHEREOF,  the  Mortgagor  has  executed  this  Mortgage and
Security Agreement the day and year first above written.


WITNESS:                                             INTEGRATED ANALYTICAL
                                                     REALTY, L.L.C., a New
                                                     Jersey limited liability
                                                     company


/s/Laurence J. Rappaport                         By: /s/Michael Leftin
--------------------------                           ----------------------
Laurence J. Rappaport, Esq.                          Michael Leftin,
Attorney at Law                                      Manager
State of New Jersey









<PAGE>










                                   SCHEDULE A
                                   ----------

                              PROPERTY DESCRIPTION
                              --------------------

























<PAGE>

                  Schedule A- Item No. 4 - Rider

BEGINNING at a point in the center line of Franklin Road, also known as

Palmer Road, where it is intersected by the easterly boundary of lands

belonging to the Township of Denville, said point of beginning being

distant 16.42 feet on a course of South 41 degrees 03 minutes East from a

monument found of the North side of the existing pavement and running;

thence

(1)      passing through said monument and along lands of the Township of

         Denville, North 41 degrees 03 minutes West 439.47 feet to a monument

         in the southerly right of way line of the Erie-Lackawanna Railroad;

         thence

(2)      in an easterly direction, along said southerly line, being parallel

         to and distant 90 feet southerly from the old center line of the

         Morris and Essex Railroad, along a curve curving to the left, having

         A radius of 2000.08 feet, a length of 57.36 feet, whose chord is

         South 84 degrees 41 minutes 29 seconds East, 57.35 feet to a point;

         thence

(3)      still  along  said  Erie-Lackawanna  Railroad  right  of way line in an

         easterly  direction along a spiral curving to the left,  whose chord is

         South 88 degrees 05 minutes  50 seconds  East  203.04  feet to a point;

         thence

(4)      still along the  southerly  side line of the  Erie-Lackawanna  Railroad

         right of way, along a curve curving to the left having a radius 5819.65

         feet a length of 402.90  feet and whose  chord in North 88  degrees  35

         minutes 30 seconds East, 402.79 feet to a point, thence

(5)      still along said southerly  side line,  being along a spiral curve

         whose chord in North 86 degrees 16 minutes 32 seconds East, 100.85 feet

         to a point; thence

(6)      still along said  southerly  side line,  North 86 degrees 06 minutes 30

         seconds  East,  154.75 feet to a point where it is  intersected  by the

         division  line  between the  Township of Randolph  and the  Township of

         Rockaway; thence

(7)      along said boundary and crossing a monument  marking the division

         between Rockaway  Township and Denville  Township,  South 19 degrees 29
<PAGE>



         minutes 31 seconds West 218.50  feet,  to a point in the center line of

         the  aforementioned  Franklin (Palmer) Road; thence

(8)      along the center line of said road, in a westerly direction along

         a curve curving to the left having a radius of 191.06 feet, a length of

         77.58  feet and whose  chord is South 73  degrees 11 minutes 49 seconds

         West  77.05  feet to a point;  thence

(9)      still  along said center line in a westerly direction along a curve

         curving to the right having a radius of 613.43 feet, a length of 159.35

         feet,  whose  chord is South 69 degrees 00 minutes 30 seconds West

         158.90  feet to a point;  thence

(10)     still along said center line South 76 degrees 27 minutes West 70.00

         feet to a point,  thence

(11)     still along said center  line South 80 degrees 27 minutes  West 269.79

         feet to the point and place of BEGINNING.


The above  description is in accordance with a survey prepared by The RBA Group,

dated May 18, 1977.


Being Units 1 - 10, "Millbrook  Industrial Park  Condominium"  together with 100

percent of the individual interest in the common elements thereto,  according to

the Master Deed dated  September  12, 1986 and  recorded on December 24, 1986 in

the Morris County Clerk's Office in Book 2911 of Deeds at page 122, etc.


FOR INFORMATIONAL  PURPOSES ONLY: "In compliance with Chapter 157, Laws of 1977,

premises  herein is Lots 4 though 4.09  inclusive in Block 193 on the Tax Map of

the above municipality."









<PAGE>











STATE OF NEW JERSEY

COUNTY OF ESSEX                                               SS. :


         On this 8th day of June, 2000,  before me, the undersigned,  personally
appeared Michael Leftin and signed the foregoing instrument, and did acknowledge
under oath to my satisfaction, that:

(a)       Michael Leftin is the Manager of the limited liability company named
          in the foregoing instrument;

(b)       Michael Leftin signed and delivered the foregoing instrument in his
          capacity as such Manager; and

(c)       the foregoing  instrument is the duly authorized,  voluntary act and
          deed of such limited liability company.



                                            /s/Laurence J. Rappaport
                                            --------------------------
                                            Laurence J. Rappaport, Esq.
                                            Attorney at Law
                                            State of New Jersey



















<PAGE>































-------------------------------------------------------------------------------
                                            :
            MORTGAGE                        :        Dated: June 8, 2000
-------------------------------------------------------------------------------

INTEGRATED ANALYTICAL                       :
REALTY, L.L.C., a New                       :
Jersey limited liability                    :
company                                     :
                                            :
         Mortgagor,                         :        273 Franklin Avenue
                                            :        Randolph, New Jersey
             TO                             :        Lots 4 - 4.09, Block 193
NORCROWN BANK, a state                      :
  chartered bank,                           :
                                            :
                                            :
                                            :
         Mortgagee.                         :

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Record and Return To:

Allen J. Popowitz, Esq.
Brach, Eichler, Rosenberg, Silver,
Bernstein, Hammer & Gladstone
101 Eisenhower Parkway
Roseland, New Jersey 07068-1067