LEASE

      LEASE, made this 23 day of June, 1997 between Greenberg  Property,  L.L.C.
whose  address is 100 Misty  Lane,  Parsippany,  New Jersey  07054  (hereinafter
referred to as "Lessor");  and Environmental Waste Management  Associates,  Inc.
whose address is 100 Misty Lane, Parsippany, New Jersey 07054.

                                    PREAMBLE

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

         A.       Additional  Rent.  All sums in addition to fixed basic rent
payable by Lessee to Lessor  pursuant to the provisions of this Lease.

         B.       Base Period Costs.  As to the following:

                  (1)      Base  Operating  Costs.  Those  costs,  not
otherwise   specifically   defined  herein, incurred during Calendar Year 1998.

                  (2) Base Real Estate Taxes.  Those real estate taxes  incurred
for the building and office building area during Calendar Year 1998.

                  (3) Base Utility and Energy Costs. Those costs for utility and
energy (including  surcharges and/or adjustments)  incurred during Calendar Year
1998. These costs do not include other costs specifically defined herein.

         C.       Broker. None.

         D.       Building.  100 Misty Lane, Parsippany, New Jersey.

         E.       Building Holidays.  The holidays listed on Exhibit E attached
hereto.

         F.       Commencement Date.  August 1, 1997.

         G. Demised  Premises or Premises.  Approximately  21,827 gross rentable
square feet on the 3rd floor and part of the first floor,  as shown on Exhibit A
hereto, which includes an allocable share of the common facilities as defined in
paragraph 42(c).

         H.  Exhibits.  The  following  exhibits  attached  to  this  Lease  are
incorporated herein and made a part hereof:

                  Premises...............................Exhibit A
                  Rules and Regulations..................Exhibit B
                  Landlord's Work........................Exhibit C
                  Cleaning Services......................Exhibit D
                  Building Holidays......................Exhibit E

         I.       Fixed Basic Rent.  Three Million  Fifty-Five  Thousand  Seven
Hundred and Eighty  ($3,055,780.00) Dollars for the term payable as follows:
                    Years 1 - 10
                  (1)      Yearly  Rate.  Two Hundred and Eighty  Thousand  and
Six Hundred and Four  ($305,578.00) Dollars.

                  (2)      Monthly   Rate.   Twenty-Five   Thousand   Four
Hundred  and   Sixty-Four   and  83/100 ($25,464.83.00) Dollars.

         J.       Lessee's  Percentage.  Forty-Four and 55/100  (44.55%)
percent subject to adjustment as provided for in paragraph 42(e).

         K.       Parking Spaces.  A total of nine (9) assigned spaces.

         L.       Permitted Use.  General office use and nothing else.

         M.       Security Deposit.  None.

         N.       Term.    Ten  (10)  years  -0-  months  from  the
commencement  date  plus two (2) five (5) year options.

         O.       Termination Date.  The day before the 10th anniversary of the
commencement date.
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                                    W I T N E S S E T H :

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

         1.  Description.  Lessor  hereby  leases to Lessee,  and Lessee  hereby
leases from Lessor, the demised premises as defined in the preamble (hereinafter
called  "demised  premises"  or  "premises"),  as  shown  on the  plan or  plans
initialed by the parties  hereto  marked  "Exhibit A attached  hereto and made a
part of this  Lease,  in the  building as defined in the  preamble  (hereinafter
called  the  "building"),  together  with the right to use in common  with other
lessees of the building,  their  invitees,  customers and employees those public
areas of the common facilities as hereinafter defined.

         2.  Term.  The  premises  are leased  for the term to  commence  on the
commencement  date and to end at 12:00 midnight on the termination  date, all as
defined in the preamble.

         3. Basic Rent.  The Lessee shall pay to the Lessor  during the term the
fixed basic rent,  as defined in the preamble  (hereinafter  called "fixed basic
rent"), payable in draft or bank check. The fixed basic rent shall accrue at the
yearly rate, as defined in the preamble,  and shall be payable in advance on the
first day of each calendar month during the term at the monthly installments, as
defined in the preamble,  except that a  proportionately  lesser sum may be paid
for the first and last months of the term of this Lease if the term commences on
a day other than the first day of the month in accordance  with the provision of
this Lease  herein set forth.  Lessor  acknowledges  receipt  from Lessee of the
first monthly installment by check, subject to collection,  for fixed basic rent
for the first month of the lease term. Lessee shall pay fixed basic rent and any
additional  rent, as  hereinafter  provided,  to Lessor at Lessor's above stated
address,  or at such other  place as Lessor  may  designate  in writing  without
demand and without counterclaim, deduction or setoff.

         4. Use and Occupancy.  Lessee shall use and occupy the premises for the
permitted use as defined in the preamble and for no other purpose.

         5. Care and Repair of  Premises.  Lessee  covenants to commit no act of
waste and to take good care of the premises  and the fixtures and  appurtenances
therein,  and shall in the use and  occupancy  of the  premises  comply with all
laws, orders and regulations of the federal,  state and municipal governments or
any  of  their  departments  affecting  the  premises,  and  with  any  and  all
environmental requirements resulting from the Lessee's use of the premises, this
covenant to survive the expiration or sooner  termination  of the Lease;  Lessor
shall, at Lessor's expense,  make all necessary repairs to the common facilities
and to the parking  areas,  if any, the same to be included as an operating cost
except  where the repair has been made  necessary by misuse or neglect by Lessee
or Lessee's agents, servants, visitors of licensees, in which event Lessor shall
nevertheless make the repair, but Lessor shall pay to Lessor as additional rent,
immediately  upon  demand,  the  costs  therefor.  Lessee,  at its sole cost and
expense,  shall have the right to contest any order or regulation  and shall not
be  required  to  comply  with  any  such  order  or  regulation  until  a final
non-appealable  decision is  rendered.  All  improvements  made by Lessee to the
premises  which are so  attached  to the  premises  that they  cannot be removed
without  material  injury to the  premises,  shall become the property of Lessor
upon  installation.  Not later than the last day of the term,  Lessee shall,  at
Lessee's expense,  remove all Lessee's personal property and those  improvements
made by Lessee  which have not become the  property  of Lessor  including  trade
fixtures,  cabinet work, movable paneling,  partitions, and the like; repair all
injury  done by or in  connection  with  the  installation  or  removal  of said
property and  improvements;  and surrender the premises in as good  condition as
they were at the beginning of the term,  reasonable wear and damage by fire, the
elements,  casualty,  or other cause not due to the misuse or neglect by Lessee,
Lessee's agents,  servants,  visitors, or licensees excepted. All other property
of Lessee  remaining on the premises after the last day of the term of the Lease
shall be conclusively  deemed abandoned and may be removed by Lessor, and Lessee
shall  reimburse  Lessor for the cost of such removal.  Lessor may have any such
property  stored at  Lessee's  risk and  expense.  With  respect  to the  common
facilities and parking area, Lessee shall be responsible for any damage which is
not covered by insurance caused by visitors and/or licenses.

         6.  Alterations,  Additions or Improvements.  Lessee shall not, without
first obtaining the written consent of Lessor,  make any alterations,  additions

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<PAGE>


or  improvements  in, to or about the premises  which cost in excess of $10,000.
Below said dollar number no advance written or oral consent is required.

         7. Activities  Increasing Fire Insurance Rates.  Lessee shall not do or
suffer  anything to be done on the premises which will increase the rate of fire
insurance on the building. This clause shall not be applicable so long as Lessee
uses the premises solely for office use.

         8.  Assignment  and  Sublease.  Lessee may not assign or  sublease  the
within lease to any party without  Lessor's consent which shall not unreasonably
be withheld:

                  (a) Lessor's consent shall not be deemed unreasonably withheld
if it refuses to consent to any proposed  sublease or an assignment of the lease
to a  tenant,  subtenant  or  other  occupant  of  the  building  or,  if in the
reasonable  judgment  of Lessor  the  business  of such  proposed  subtenant  or
assignee is not compatible with the type of occupancy of the building,  violates
any exclusive granted to any other tenant in the building, or such business will
create increased use of the common facilities of the office building area and/or
building, or is to any state, federal or municipal agency or bureau.

                  (b) The Lessee and each  assignee  shall be and remain  liable
for the observance of all the covenants and provisions of this Lease,  including
but not limited to the payment of fixed basic rent and additional  rent reserved
herein,  through  the entire  term of this Lease as the same may be  extended or
otherwise modified.

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

                  (d)  Lessor  shall  require a One  Hundred  ($100.00)  Dollars
payment to cover its handling charges for each request for consent to any sublet
or assignment prior to its consideration of the same.  Lessee  acknowledges that
its sole remedy with respect to any assertion  that Lessor's  failure to consent
to any sublet or  assignment  is  unreasonable,  shall be the remedy of specific
performance  and  Lessee  shall have no other  claim or cause of action  against
Lessor as a result of Lessor's actions in refusing to consent thereto.

                  (e) Any sublet or  assignment to an  "affiliate"  (hereinafter
defined) shall not be subject to the provisions of  subparagraph  (a) hereof and
shall not require  Lessor's prior written  consent,  but all other provisions of
this paragraph shall apply.

                  (f) The sale and transfer of stock or ownership control,  (50%
or more of the stock of the corporation or partnership ownership) if Lessee be a
corporation, or partnership,  shall be deemed an assignment of this Lease unless
(i) it  involves  the  sale or  issuance  of  securities  registered  under  the
Securities  Act of  1933,  as  amended;  (ii) it is made  amongst  the  existing
stockholders  (partners)  of  Lessee;  or (iii) it  results  from the death of a
stockholder  (partner) of Lessee,  in which event the Lessor's consent shall not
be required but all other provisions of this paragraph shall apply.

         9.  Compliance  with Rules and  Regulations.  Lessee shall  observe and
comply with the rules and regulations  hereinafter set forth in Exhibit B hereto
and made a part hereof,  and with such further  reasonable rules and regulations
as Lessor may  prescribe  on written  notice to Lessee for the safety,  care and
cleanliness  of the building,  and the comfort,  quiet and  convenience of other
occupants  of the  building.  Lessee must  consent in writing to be bound by any
future  rules  and  regulations.  Lessee's  consent  shall  not be  unreasonably
withheld.  Lessee shall not place a load upon any floor of the demised  premises
exceeding the floor load per square foot area which it was designed to carry and
which is provided for in the Exhibit A attached hereto or allowed by law. Lessor
reserves  the right to  prescribe  weight and  position  of all safes,  business
machines  and  mechanical  equipment.  Such  installments  shall be  placed  and
maintained by Lessee,  at Lessee's expense,  in settings  sufficient in Lessor's
reasonable judgment to absorb and prevent vibration, noise and annoyance.

         10.  Damages to  Building/Waiver  of  Subrogation.  If the  building is
damaged by fire or any other cause to such extent that the cost of  restoration,

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<PAGE>

as  reasonably  estimated  by  Lessor,  will equal or exceed  twenty-five  (25%)
percent of the replacement value of the building (exclusive of foundations) just
prior to the  occurrence  of the  damage  then  Lessor  may,  no later  than the
sixtieth  (60th) day following  the damage,  give Lessee a notice of election to
terminate this Lease,  or if the cost of restoration  will equal or exceed fifty
(50%)  percent  of such  replacement  value  and if the  premises  shall  not be
reasonably  usable for the  purpose  for which they are  leased  hereunder  then
Lessee may, no later than the sixtieth  (60th) day  following  the damage,  give
Lessor a notice of  election  to  terminate  the Lease.  In either said event of
election,  this Lease shall be deemed to terminate on the  thirtieth  (30th) day
after the giving of said notice and Lessee  shall  surrender  possession  of the
premises within a reasonable time  thereafter,  and the fixed basic rent and any
additional rent shall be apportioned as of the date of said  surrender,  and any
fixed basic rent or  additional  rent paid for any period beyond said date shall
be repaid to Lessee. If the cost of restoration,  as estimated by Lessor,  shall
amount to less than twenty-five  (25%) percent of said replacement  value of the
building or if despite the cost  Lessor does not elect to  terminate  the Lease,
Lessor shall  restore the building and the premises with  reasonable  promptness
subject to force majeure, as hereinafter defined, and Lessee shall have no right
to terminate this Lease. Lessor need not restore fixtures and improvements owned
by Lessee. In any case in which use of the premises is affected by any damage to
the  building,  there shall be either an abatement or an equitable  reduction in
fixed basic rent and any  additional  rent depending on the period for which and
the extent to which the premises are not reasonably  usable for the purposes for
which they are leased hereunder.  The words  "restoration" and "restore" as used
in this paragraph shall include repairs. If the damage results from the fault of
Lessee or  Lessee's  agents,  servants,  visitors  or  licensees,  which are not
covered by insurance, Lessee shall not be entitled to any abatement or reduction
in  fixed  basic  rent or  additional  rent  except  to the  extent  of any rent
insurance maintained by Lessee and received by Lessor.

         Notwithstanding  the provisions of this paragraph of the Lease,  in the
event of any loss or damage to the  building,  the premises  and/or any contents
(herein "property  damage"),  each party waives all claims against the other for
any such loss or damage and each party shall look only to any insurance which it
has obtained to protect against such loss (or in the case of Lessee, against any
tenant of the building that has not waived subrogation against such Lessee), and
each party shall obtain for each policy of such insurance provisions waiving any
claims against the other party (and against any other  tenant(s) in the building
that has waived  subrogation  against the Lessee) for loss or damage  within the
scope of such insurance.

         11.  Eminent  Domain.  If Lessee's  use of the  premises is  materially
affected  due to the taking by eminent  domain of (i) the  premises  or any part
thereof or any estate  therein,  or (ii) any other part of the building then, in
either event,  this Lease shall  terminate on the date when title vests pursuant
to  such  taking.  The  fixed  basic  rent  and any  additional  rent  shall  be
apportioned as of said termination  date, and any fixed basic rent or additional
rent paid for any period  beyond  said date  shall be repaid to  Lessee.  Lessee
shall not be entitled to any part of the award for such taking or any payment in
lieu  thereof,  but Lessee may file a separate  claim for any taking of fixtures
and improvements  owned by Lessee which have not become Lessor's  property,  and
for  moving  expenses  provided  the same  shall in no way  affect  or  diminish
Lessor's  award.  In the  event of a  partial  taking  which  does not  effect a
termination of this Lease but does deprive Lessee of the use of a portion of the
demised premises,  there shall either be an abatement or any equitable reduction
of the fixed basic rent and an  equitable  adjustment  reducing  the base period
costs  depending on the period for which and the extent to which the premises so
taken are not  reasonably  usable  for the  purpose  for which  they are  leased
hereunder.  If any partial or total taking  materially  interferes with Lessee's
ability to conduct its business,  Lessee shall have the option to terminate this
Lease.

         12.  Insolvency of Lessee.  Either (i) the appointment of a receiver to
take possession of all or substantially  all of the assets of Lessee,  or (ii) a
general  assignment by Lessee for the benefit of creditors,  or (iii) any action
taken or  suffered  by  Lessee  under any  insolvency  or  bankruptcy  act shall
constitute  a default  of this Lease by Lessee,  and Lessor may  terminate  this
Lease  forthwith  and  upon  notice  of  such  termination,  Lessee's  right  to
possession  of the demised  premises  shall cease and Lessee shall then quit and
surrender the premises to Lessor,  but Lessee shall remain liable as hereinafter
provided in  paragraph 14 hereof.  If Lessee  contines to pay the basic rent and
additional  rent  after any  insolvency  filing,  the  filing of same  shall not
constitute a Lease default.

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<PAGE>


         13. Lessor's Remedies on Default.  If Lessee defaults in the payment of
fixed basic rent or any additional  rent, or defaults in the  performance of any
of the other covenants and conditions  hereof,  Lessor may give Lessee notice of
such default and if Lessee does not cure any fixed basic rent or additional rent
default  within ten (10) days or other  default  within  thirty  (30) days after
giving of such notice (or if such other default is of such nature that it cannot
be  completely  cured within such period if Lessee does not commence such curing
within such thirty (30) days and thereafter  proceed with  reasonable  diligence
and in good faith to cure such default), then Lessor may terminate this Lease on
not less than ten (10) days' notice to Lessee, and on the date specified in said
notice,  Lessee's  right to possession of the demised  premises  shall cease and
Lessee shall then quit and  surrender  the premises to Lessor,  but Lessee shall
remain liable as hereunder provided. If this Lease shall have been so terminated
by  Lessor  pursuant  to  paragraphs  12 or 13  hereof,  Lessor  may at any time
thereafter  resume  possession  of the  premises by any lawful  means and remove
Lessee or other occupants and their effects.

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

                  Alternatively,   in  any  case  where  Lessor  has   recovered
possession of the premises by reason of Lessee's default, Lessor may at Lessor's
option and at any time  thereafter and without notice or other action by Lessor,
and without  prejudice to any other rights or remedies it might have  hereunder,
or at law or equity  become  entitled to recover from Lessee as damages for such
breach in addition to such other sums herein  agreed to be paid by Lessee to the
date  of  re-entry,  expiration  and/or  dispossess,  an  amount  equal  to  the
difference  between the fixed basic rent and  additional  rent  reserved in this
Lease  from  the date of such  default  to the  date of  expiration  of the term
demised,  as the same may have been  extended or renewed,  and the then fair and
reasonable  rental value  (inclusive of additional rent and fixed basic rent) of
the premises for the same period.  Said damages  shall become due and payable to
Lessor  immediately upon such breach of this Lease and without regard to whether
this Lease be terminated or not, and if this Lease be terminated  without regard
to the manner in which it is terminated. In the computation of such damages, the
difference  between any  installments  of fixed basic rent and  additional  rent
thereafter  becoming  due,  and the  fair  and  reasonable  rental  value of the
premises  for the  period  for which  such  installment  was  payable,  shall be
discounted  to the date of such  default  at the rate of not more than four (4%)
percent per annum.

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

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

                                       5
<PAGE>

         15.  Subordination of Lease. This Lease shall at Lessor's option, or at
the option of any holder of any underlying  lease or holder of any mortgage,  be
subject  and  subordinate  to any such  underlying  leases and to any such first
mortgage  which  may now or  hereafter  affect  the real  property  of which the
premises form a part,  and also to all renewals,  modifications,  consolidations
and replacements of said underlying leases and said first mortgage.  Although no
instrument  or act on the part of Lessee shall be necessary to  effectuate  such
subordination,  Lessee  will  nevertheless  execute  and  deliver  such  further
instruments confirming such subordination of this Lease as may be desired by the
holders of said first mortgage or trust deed or by any of the Lessors under such
underlying leases. Lessee hereby appoints Lessor attorney-in-fact irrevocably to
execute and deliver any such instrument for Lessee.  If any underlying  lease to
which this Lease is subject terminates, Lessee shall on timely request attorn to
the owner of the reversion.

         16.      Security.         Intentionally left blank.

         17. Right to Cure Lessee's  Breach.  If Lessee breaches any covenant or
condition of this Lease,  Lessor may on reasonable notice to Lessee (except that
no notice need be given in case of emergency) cure such breach at the expense of
Lessee,  and the reasonable  amount of all expenses,  including  attorney's fees
incurred by Lessor, in so doing (whether paid by Lessor or third party) shall be
deemed additional rent payable on demand.

         18. Mechanic's Lien.  Lessee shall,  within a reasonable period of time
after  notice from  Lessor,  discharge  or satisfy by bonding or  otherwise  any
mechanic's  liens for materials or labor  claimed to have been  furnished to the
premises on Lessee's behalf.

         19.  Right to Inspect and  Repair.  Lessor may enter the  premises  but
shall not be obligated to do so (except as required by any specific provision of
this Lease) at any reasonable  time on reasonable  notice to Lessee (except that
no notice need be given in case of  emergency)  for the purpose of inspection or
the making of such repairs,  replacements or additions in, to, on, and about the
premises or the building as Lessor deems  necessary or  desirable.  Lessee shall
have no claims  or cause of action  against  Lessor by reason  thereof.  Lessee,
except for claims not  covered  by a standard  business  interruption  insurance
policy,  (Lessee shall provide  Lessor with copy of insurance  policy) shall not
have any claim against Lessor for interruption to Lessee's business.

         20. Services to be Provided by Lessor/Lessor's Exculpation.  Subject to
intervening laws, ordinances, regulations, and executive orders, while Lessee is
not in default  under any of the  provisions  of this  Lease,  Lessor  agrees to
furnish, except on holidays as set forth on Exhibit E attached hereto and made a
part hereof.

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

                  (b) Heating, ventilating and air conditioning (herein "HVAC"),
as  appropriate  for the season,  together with common  facilities  lighting and
electric energy, all during building hours, as hereinafter defined.

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

                  (d) Elevator service during building hours.

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

                  (f)  Notwithstanding  the  requirements  of other provision of
this  Lease,  Lessor  shall not be liable  for  failure  to  furnish  any of the
aforesaid  services  when such  failure is due to force  majeure as  hereinafter
defined.  If Lessor fails to provide  necessary  services to the premises for an
unreasonable length of time, Lessee may terminate this Lease. Lessor's liability
for its failure to furnish any service  required to be  furnished by it pursuant
to this Lease shall be as set forth in paragraph  21. Lessor shall not be liable
under any  circumstance,  including  but not  limited to that  arising  from the
negligence of Lessor, its agents,  servants or invitees, or from defects, errors
or omissions in the  construction  or design of the demised  premises and/or the
building including the structural and non-structural  portions thereof, for loss
of or  injury  to  Lessee  or to  property,  however  occurring,  through  or in
connection  with or incidental to the furnishing of or failure to furnish any of

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<PAGE>

the aforesaid  services,  or for any interruption to Lessee's business,  however
occurring.

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

         22.      Building Standard Office Electrical Service.
                  (a) For so long as Lessee is not in  default  with  respect to
the payment of basic rent and additional  rent,  Lessor agrees to provide office
electrical  service (as hereinafter  defined) to the premises upon the following
terms and conditions:

                           (1)      Lessee  shall  pay to  Lessor on the  first
day of every  month,  in  advance,$2,273.64  per month.  Said  amounts  shall be
treated  as  additional  rent due hereunder.  Proportionate  sums shall be
payable for periods of less than a full month if the term  commences  or ends
on any other than the first or last day of the month.

                           (2)      Lessor  shall  not be  liable  in any way to
Lessee for any loss,  damage or expense  which  Lessee may sustain or incur as a
result  of any  failure,  defect  or  change in the  quantity  or  character  of
electrical energy available for  redistribution to the premises pursuant to this
paragraph nor for any  interruption  in the supply,  and Lessee agrees that such
supply  may  be  interrupted  for  inspection,   repairs,   replacement  and  in
emergencies.  In any event,  the full  measure  of  Lessor's  liability  for any
interruption  in the  supply  due to  Lessor's  acts or  omissions  shall  be an
abatement  of  rent.  In no  event  shall  Lessor  be  liable  for any  business
interruption suffered by Lessee.
                           (3) Lessee shall furnish and install all  replacement
lighting tubes, lamps, ballasts and bulbs required in the premises.
                           (4) Lessee shall make no  alteration  to the existing
electrical  risers,  wiring and other  conductors  or outlets  without  Lessor's
consent. Should Lessor consent, all such alterations shall be provided by Lessor
and the cost therefor paid by Lessee upon demand as additional rent.
                  (b) For  purposes  of this  paragraph  22,  building  standard
office  electrical  service shall mean the electrical energy required to provide
the lighting  and operate  general  office  equipment  such as Lessee's  present
computer system, typewriters, calculators and copiers; provided Lessee's present
such lighting and equipment does not require  greater than a 15-amp line, but in
no  event  to  include  electrical  energy  for the  operation  of any  computer
installation or data processing  equipment other than personal computers,  which
energy shall be provided during building hours as hereinafter defined.

         23.  Additional  Rent. It is expressly  agreed that Lessee will pay, in
addition to the basic rent provided in paragraph 3 above,  an additional rent to
cover Lessee's percentage,  as defined in the preamble, of the increased cost to
Lessor for each of the categories  enumerated herein over the base period costs,
as defined in the preamble for said categories.

                  (a)  Operating  Cost  Escalation.   If  the  operating  costs,
incurred for the  building in which the demised  premises are located and office
building area for any Lease year or proportionate  part thereof during the Lease
term,  shall be greater than the base operating costs (adjusted  proportionately
for  periods  less  than a lease  year),  then  Lessee  shall  pay to  Lessor as
additional  rent  Lessee's  percentage  of  all  such  excess  operating  costs.
Operating  costs shall  include by way of  illustration  and not of  limitation:
personal  property taxes;  labor  including wages and salaries;  social security
taxes and other  taxes  which may be levied  against  Lessor upon such wages and

                                        7
<PAGE>

salaries; supplies; repairs and maintenance;  maintenance and service contracts;
painting;  wall and  window  washing;  laundry  and  towel  service;  tools  and
equipment  (which are not  required to be  capitalized  for  federal  income tax
purposes); fire and other insurance;  trash removal; lawn care; snow removal and
all other items  properly  constituting  direct  operating  costs  according  to
standard  accounting  practices  (hereinafter  collectively  referred  to as the
"operating  costs") but not  including  depreciation  of building or  equipment;
interest;  income  or  excess  profits  taxes;  costs  of  maintaining  Lessor's
corporate   existence;   franchise  taxes;  any  expenditures   required  to  be
capitalized for federal income tax purposes unless said expenditures are for the
purpose of reducing operating costs within the building and office building area
or are required  under any  governmental  law,  ordinance or regulation in which
event the costs thereof shall be included.  The base operating costs shall be as
defined in the preamble.  Any non-third party operating costs shall not increase
more than 50% of the Northeast  Consumer Price Index or a comparable  index,  if
the index no longer exists. Third party costs shall not be subject to any cap.

                  (b) Fuel, Utilities and Electric Cost Escalation.  Hereinafter
referred to as  "utility  and energy  costs." If the  utility and energy  costs,
including any fuel surcharges or adjustments with respect thereto,  incurred for
water, sewer, gas, electric, other utilities and heating,  ventilating,  and air
conditioning  for the  building  to include  all leased and  leasable  areas and
common facilities,  electric, lighting, water, sewer and other utilities for the
building and office  building  area,  for any Lease year or  proportionate  part
thereof,  during the term,  shall be greater  than the base  utility  and energy
costs (adjusted  proportionately  for periods less than Lease year), then Lessee
shall pay to Lessor,  as additional  rent,  Lessee's  percentage as  hereinafter
defined,  all of such excess utility and energy costs. As used in this paragraph
23(b), the base utility and energy costs shall be as defined in the preamble.  A
clause  similar to this clause shall be included in all the other leases for the
premises.

                  (c) Tax Escalation.  If the real estate taxes for the building
and office building area at which the demised premises are located for any Lease
year or proportionate part thereof, during the Lease term, shall be greater than
the base real estate  taxes  (adjusted  proportionately  for periods less than a
Lease  year),  then Lessee shall pay to Lessor,  as  additional  rent,  Lessee's
percentage, as hereinafter defined, of all such excess real estate taxes.

                           As used in this paragraph  23(c),  the words and
terms which follow mean and include the following:
                           (1)      "Base real estate taxes" shall be as defined
in the preamble.

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

                  (d) Lease Year. As used in this paragraph 23, Lease year shall
mean the twelve (12) month period commencing January 1, 1998 and ending December
31, 1998 and each twelve (12) month period  thereafter.  Once the base costs are
established,  in the event any lease period is less than twelve months, then the
base period costs for the categories listed above shall be adjusted to equal the
proportion  that said period  bears to twelve  months,  and Lessee  shall pay to
Lessor,  as  additional  rent for  such  period,  an  amount  equal to  Lessee's
percentage,  as  hereinafter  defined,  of the excess for said  period  over the
adjusted base with respect to each of the aforesaid categories.

                  (e)  Payment.  At any  time and from  time to time  after  the
establishment  of the base period costs for each of the  categories  referred to

                                       8
<PAGE>


above, Lessor shall advise Lessee in writing of Lessee's percentage with respect
to each of the  categories  as  estimated  for the next twelve (12) month period
(and for each succeeding  twelve month period or  proportionate  part thereof if
the last period prior to the Lease's  termination in less than twelve months) as
then known to Lessor,  and  hereafter,  Lessee  shall pay, as  additional  rent,
Lessee's  percentage of these costs for the then current period affected by such
advice (as the same may be  periodically  revised by Lessor as additional  costs
are incurred) in equal monthly installments, such new rates being applied to any
months for which the fixed  basic rent  shall have  already  been paid which are
affected  by the  operating  cost  escalation  and/or  utility  and energy  cost
escalation  and/or  tax  escalation  costs  above  referred  to as  well  as the
unexpired  months of the current  period,  the  adjustment  for the then expired
months to be made at the  payment  of the next  succeeding  monthly  rental,  as
subject to final  adjustment at the  expiration of each lease year as defined in
subparagraph (d) hereof (or  proportionate  part hereof if the last period prior
to the Lease's termination is less than twelve months).

                           Notwithstanding  anything  herein  contained  to the
contrary,  in the event the last period prior to the Lease's termination is less
than  twelve (12)  months,  the base period  costs  during said period  shall be
proportionately reduced to correspond to the duration of said final period.
                  (f) Books and Records.  For the  protection of Lessee,  Lessor
shall  maintain  books  of  account  which  shall  be  open  to  Lessee  and its
representatives  at all reasonable  times so that Lessee can determine that such
operating, utility, energy and tax costs have in fact been paid or incurred. Any
disagreement   with  respect  to  anyone  or  more  of  said  charges,   if  not
satisfactorily  settled  between Lessor and Lessee,  shall be referred by either
party to an independent  certified public accountant to be mutually agreed upon,
and if such an  accountant  cannot  be agreed  upon,  the  American  Arbitration
Association may be asked by either party to select an arbitrator  whose decision
on the dispute  will be final and binding  upon both  parties who shall  jointly
share any cost of such arbitration.  Pending resolution of said dispute,  Lessee
shall  pay to  Lessor  the sum so  billed  by  Lessor  subject  to its  ultimate
resolution as aforesaid.

                  (g) Right to Review. Once Lessor shall have finally determined
said  operating,  utility and energy or tax costs at the  expiration  of a Lease
year,  then as to the item so  established,  Lessee  shall only be  entitled  to
dispute said charge as finally  established for a period of six (6) months after
such charge is finally established,  and Lessee specifically waives any right to
dispute any such charge at the  expiration of said six (6) month period.  Lessee
shall have the right to contest any fraudulent  charge within three (3) years of
payment for said specific charge.

                  (h) Occupancy  Adjustment.  If with respect to operating  cost
escalation,  as established in subparagraph  (a) hereof,  and utility and energy
cost escalation,  as established in subparagraph (b) hereof, the building is not
ninety-five  (95%) percent  occupied during the  establishment of the respective
base periods,  then the base costs  incurred with respect to said operating cost
or utility and energy cost shall be adjusted  during any such period  within the
base period so as to reflect ninety-five (95%) percent occupancy.  Similarly, if
during any Lease year or  proportionate  part  thereof,  subsequent  to the base
period,  the building is less than ninety-five (95%) percent occupied,  then the
actual costs  incurred for  operating  cost and utility and energy cost shall be
increased during any such period to reflect  ninety-five (95%) percent occupancy
so that at all times  after the base  period  the  utility  and  energy  cost or
operating  cost shall be actual  costs;  but in the event less than  ninety-five
(95%)  percent of the building is occupied  during all or part of the Lease year
involved,  the utility and energy cost and operating cost shall not be less than
that  which  would  have been  incurred  had  ninety-five  (95%)  percent of the
building been occupied. The aforesaid adjustment shall only be made with respect
to those items that are in fact affected by variation in occupancy levels.

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

                                       9
<PAGE>

         25. Holdover Tenancy.  If Lessee holds possession of the premises after
the terms of this Lease,  Lessee shall become a tenant from month to month under
the provisions  herein  provided,  but at a monthly basic rental as provided for
pursuant to N.J.S.A. 2A:42-6 and without the requirement for demand or notice by
Lessor  to  Lessee  demanding  delivery  of  possession  of said  premises  (but
additional  rent shall  continue as provided in this Lease),  which sum shall be
payable  in  advance  on the first day of each  month,  and such  tenancy  shall
continue until terminated by Lessor, or until Lessee shall have given to Lessor,
at least sixty (60) days prior to the intended  date of  termination,  a written
notice of intent to terminate such tenancy, which termination date must be as of
the end of a calendar month.

         26.  Right  to  Show  Premises.   Lessor  may  shown  the  premises  to
prospective  purchasers and  mortgagees;  and during the six (6) months prior to
termination  of this Lease,  to  prospective  tenants  during  business hours on
reasonable notice to Lessee.


         27.  Lessor's  Work;  Condition of the  Premises.  This Section is left
intentionally blank.

         28.  Waiver of Trial by Jury. To the extent such waiver is permitted by
law,  the  parties  waive trial by jury in any action or  proceeding  brought in
connection with this Lease or the premises.

         29.   Late   Charge.   Anything   in  this   Lease   to  the   contrary
notwithstanding,  at Lessor's  option,  Lessee shall pay a "late charge" of four
(4%) percent of any installment of fixed basic rent or additional rent paid more
then ten (10)  days  after  the due date  thereof  to cover  the  extra  expense
involved in handling  delinquent  payments,  said "late charge" to be considered
additional  rent.  The amount of the late  charge to be paid by Lessee  shall be
reassessed and added to Lessee's  obligations for such successive monthly period
until paid.

         30.      Lessee's Insurance.
                  (a) Lessee  covenants to provide on or before the commencement
date a comprehensive  policy of general liability  insurance naming Lessor as an
additional  named  insured,  insuring  Lessee and Lessor  against any  liability
commonly  insured  against and occasioned by accident  resulting from any act or
omission on or about the premises and any appurtenances  thereto. Such policy is
to be written by an insurance  company  qualified to do business in the State of
New Jersey  reasonably  satisfactory to Lessor.  The policy shall be with limits
not less than One Million  ($1,000,000.00) Dollars in respect of any one person,
in respect to any one accident,  and in respect of property damage.  Said limits
shall be subject to periodic  review and Lessor  reserves  the right to increase
said  coverage  limits if, in the  reasonable  opinion of Lessor,  said coverage
becomes  inadequate  and is less than commonly  maintained by tenants in similar
buildings in the areas by tenants  making  similar  uses.  At least fifteen (15)
days prior to the  expiration or  termination  date of any policy,  Lessee shall
deliver a binder  evidencing the renewal policy with proof of the payment of the
premium therefor.

                  (b) Lessee covenants and represents, said representation being
specifically  designed to induce  Lessor to execute  this Lease,  that  Lessee's
personal property and fixtures and any other items which Lessee may bring to the
premises  which may be subject to any claim for  damages or  destruction  due to
Lessor's negligence shall be fully insured by a policy of insurance covering all
risks with only a reasonable deductible, which policy shall specifically provide
for a waiver of subrogation  for Lessor and all building  tenants without regard
to  whether or not same shall cost an  additional  premium  and  notwithstanding
anything to the contrary contained in this Lease. Should Lessee fail to maintain
said all risk  insurance  with the required  waiver of  subrogation,  or fail to
maintain the liability  insurance  naming Lessor as an additional named insured,
then Lessee shall be in default  hereunder  and shall be deemed to have breached
its covenants as set forth herein.

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

         32. Quiet  Enjoyment,  Lessor  covenants  that if and so long as Lessee
pays the rent,  and any  additional  rent as herein  provided,  and performs the
covenants hereof,  Lessor shall do nothing to affect Lessee's right to peaceably
and quietly  have,  hold and enjoy the premises  for the term herein  mentioned,
subject to the provisions of this Lease.

                                       10
<PAGE>

         33. Management  by Lessee,  its  subtenants,  licensees,  its or their
employees,  agents,  contractors or invitees on the demised premises,  or of any
business therein;  or any work or thing whatsoever done or any condition created
(other than by Lessor for Lessor's or Lessee's  account) in or about the demised
premises  during the term of this  Lease or during  the period of time,  if any,
prior to the  commencement  date that  Lessee may have been given  access to the
demised premises;  or (ii) arising from any negligent or otherwise  wrongful act
or  omission of Lessee or any of its  subtenants  or  licensees  or its or their
employees,  agents,  contractors  or invitees;  and (b) all costs,  expenses and
liabilities  incurred  on or in  connection  with each  such  claim or action or
proceeding brought thereon.  In case any action or proceeding be brought against
Lessor by reason of any such claim,  Lessee upon notice from Lessor shall resist
and defend such action or proceeding.

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

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

         36.  Parking  Spaces.  In  addition  to the nine (9)  assigned  parking
spaces,  Lessee's  occupancy of the demised  premises  shall  include the use of
those unassigned parking spaces.

         37. Lessor's Liability for Loss of Property. Lessor shall not be liable
for any loss of property  (except for a loss not covered by insurance)  from any
cause  whatsoever,  including  but not  limited  to theft or  burglary  from the
demised premises,  and any such loss arising from the negligence of Lessor,  its
agents,  servants or  invitees,  or from  defects,  errors or  omissions  in the
construction or design of the demised premises and/or the building including the
structural and non-structural  portions thereof, and Lessee covenants and agrees
to make no claim for any such loss at any time.

         38. Partial  Invalidity.  If any of the provisions of this Lease or the
application  thereof  to any  person  or  circumstances  shall to any  extent be
invalid or unenforceable, the remainder of this Lease or the application of such
provision or provisions to persons or circumstances  other than those as to whom
or which it is held invalid or unenforceable  shall not be affected thereby,  so
long as Lessee's  ability to conduct its business in the manner  contemplated is
not materially  affected,  and every  provision of this Lease shall be valid and
enforceable to the fullest extent permitted by law.

         39.      Broker. None.

         40.  Personal  Liability.  Notwithstanding  anything  to  the  contrary
provided  in  this  Lease,  except  as  provided  for  in  Paragraph  61,  it is
specifically  understood and agreed such agreement being a primary consideration
for the  execution  of this Lease by Lessor  and  Lessee,  that  there  shall be
absolutely  no  personal  liability  on  the  part  of  Lessor  or  Lessee,  its
constituent  members  (to  include  but not be limited to  officers,  directors,
partners and trustees), their respective successors, assigns or any mortgagee in
possession  (for the  purposes of this  paragraph,  collectively  referred to as
"Lessor"  or  "Lessee"),  with  respect  to  any  of the  terms,  covenants  and
conditions  of this Lease,  and that  Lessee  shall look solely to the equity of
Lessor in the building for the  satisfaction  of each and every remedy of Lessee
in the  event  of any  breach  by  Lessor  of any of the  terms,  covenants  and
conditions  of this  Lease  to be  performed  by  Lessor,  such  exculpation  of
liability to be absolute and without any exceptions  whatsoever and Lessor shall
look solely to the equity of Lessee in his  business  conducted  at the premises
for the  satisfaction  of each and  every  remedy  of Lessor in the event of any
breach by Lessee of any of the terms,  covenants and  conditions of the Lease to
be performed by Lessee, such exculpation of liability to be absolute and without
any exceptions whatsoever.

         41. No Option.  The submission of this Lease  agreement for examination
does not constitute a reservation of or option for the premises,  and this Lease
agreement  becomes  effective  as a Lease  agreement  only  upon  execution  and
delivery thereof by Lessor and Lessee.

                                       11
<PAGE>

         42.      Definitions.
                  (a) "Affiliate"  shall mean any corporation  related to Lessee
as a parent,  subsidiary or brother/sister  corporation so that such corporation
and such  party  or such  corporation  and such  party  and  other  corporations
constitute a controlled  group as determined  under Section 1563 of the Internal
Revenue Code of 1954, as amended,  and as elaborated by the Treasury Regulations
promulgated  thereunder  or any business  entity in which Lessee has more than a
fifty (50%) percent interest.

                  (b)  "Building  Hours" as used in this  Lease  shall be Monday
through  Friday,  8:00 a.m. to 7:00 p.m.,  and Saturdays  from 8:00 a.m. to 1:00
p.m.,  excluding  those  holidays as set forth on Exhibit E attached  hereto and
made a part hereof,  except that common facilities  lighting in the building and
office  building  area  shall be  maintained  for such  additional  hours as, in
Lessor's sole judgment,  is necessary or desirable to insure proper operation of
the building and office building area.

                           At any time other than Business Hours,  Landlord
shall provide Tenant,  after-hours air conditioning,  ventilation or heating, as
the case may be, for which  Tenant  shall pay to  Landlord  as  additional  rent
hereunder,  a sum  equal to  $30.00  per  hour,  that  being  intended  to cover
Landlord's cost for the power or fuel required to provide the same. In the event
that during the term of this Lease, or any renewal  hereof,  the Landlord's cost
for providing  after-hours  heating or air conditioning shall increase by virtue
of utility rate increases or fuel cost increase,  the above hourly rate shall be
adapted, from time to time, to reflect such increases.
                           Tenant  shall  access  after-hours  air
conditioning, ventilation, or heating by an electronic key system located within
its space which shall record the hours for which  Tenant is  utilizing  heat and
air conditioning beyond normal business hours.
                  (c) "Common  facilities"  shall mean the non-assigned  parking
areas; lobby; elevator(s);  fire stairs' public hallways' public lavatories' all
other  general  building  facilities  that  service all  building  tenants;  air
conditioning rooms; fan rooms; janitorial closets, electrical closets; telephone
closets;  elevator shafts and machine rooms;  flues;  stacks;  pipe shafts;  and
vertical  ducts  with  their  enclosing  walls.  Lessor  may at any  time  close
temporarily  any of the common  facilities to make repairs or changes therein or
to effect construction, repairs or changes within the building, or to discourage
non-tenant  parking,  and may do such other acts in and to the common facilities
as in its judgment may be desirable to improve the convenience thereof.

                  (d) "Force  majeure"" shall mean and include those  situations
beyond  Lessor's  control,  including  by  way  of  example  and  not  by way of
limitation,  acts of God;  accidents;  repairs;  strikes;  shortages  of  labor;
supplies or materials;  inclement weather;  or where applicable,  the passage of
time while waiting for an adjustment of insurance proceeds.

                  (e)  "Lessee's   Percentage,"  as  defined  in  the  preamble,
reflects  the  ratio of the  gross  square  feet of the area  rented  to  Lessee
(including  an allocable  share of all common  facilities)  as compared with the
total number of gross square feet of the entire building  measured  outside wall
to outside wall but excluding therefrom any storage areas. Lessor shall have the
right to make changes or revisions in the common  facilities  of the building so
as to provide additional leasing area.  However,  if any service provided for in
paragraph 23 (a) or any utility  provided for in paragraph  23(b) is  separately
billed or separately  metered  within the building,  then the square  footage so
billed or metered shall be subtracted from the denominator (the building's total
number of gross square feet),  and Lessee's  percentage  for such service and/or
utility shall be separately  computed and the base costs for such item shall not
include any charges attributable to said square footage. Lessee understands that
as a result of changes in the layout of the common  facilities from time to time
occurring  due  to,  by way of  example  and  not  by  way  of  limitation,  the
rearrangement of corridors,  the aggregate of all building tenant  proportionate
shares may be equal to, less than, or greater than one hundred (100%) percent.

                                       12
<PAGE>
         43.      Lease Commencement.  This Section left intentionally blank.

         44.  Notices.  Any  notice  by either  party to the  other  shall be in
writing and shall be deemed to have been duly give only if delivered  personally
or sent by registered mail or certified mail in a postpaid  envelope  addressed,
if to Lessee, at the above-described building; if to Lessor, at Lessor's address
as set forth  above,  with a copy to Law Office of Lawrence  Seidman,  100 Misty
Lane,  Parsippany,  NJ 07054 or to either  of such  other  address  as Lessee or
Lessor,  respectively,  may designate in writing. Notice shall be deemed to have
been duly given if delivered  personally on delivery thereof, and if mailed upon
the fifth (5th) day after the mailing thereof.

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

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

         47. Lease Condition. This Section left intentionally blank.

         48.  Mortgagee's  Notice and Opportunity to Cure. Lessee agrees to give
any mortgagees, by registered mail, a copy of any notice of default service upon
Lessor;  provided that prior to such notice, Lessee has been notified in writing
(by way of notice of assignment of rents and leases or otherwise) of the address
of such  mortgagees v. Lessee further agrees that if Lessor shall have failed to
cure  such  default  within  the  time  provided  for in this  Lease,  then  the
mortgagees vshall have any additional thirty (30) days within which to cure such
default;  or if such  default  cannot  be cured  within  that  time,  then  such
additional  time as may be  necessary,  if  within  such  thirty  (30)  days any
mortgagee has commenced  and is  diligently  pursuing the remedies  necessary to
cure such default  (including  but not limited to  commencement  of  foreclosure
proceedings  if necessary to effect such cure),  in which event this Lease shall
not be terminated  while such remedies are being so  diligently  pursued.  It is
specifically  understood that said mortgagee has the right to cure said default,
but is not obligated to do so.

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

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

         51. Environmental  Liability.  Tenant shall not (either with or without
negligence) cause or permit the escape,  disposal or release of any biologically
or chemically active or other hazardous substances,  or materials.  Tenant shall
not allow the storage or use of such  substances  or materials in any manner not

                                       13
<PAGE>


sanctioned by law or by the highest standards prevailing in the industry for the
storage and use of such  substances or  materials,  nor allow to be brought into
the building or parking area any such  materials or substances  except to use in
the ordinary course of Tenant's business,  and then only after written notice is
given to  Landlord of the  identity of such  substances  or  materials.  Without
limitation,  hazardous substances and materials shall include those described in
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource  Conservation and
Recovery Act, as amended,  42 U.S.C.  Section 6901 et seq., any applicable state
or local laws and the  regulations  adopted  under these acts.  If any lender or
governmental  agency shall ever  required  testing to  ascertain  whether or not
there has been release of hazardous materials, then the reasonable costs thereof
shall be reimbursed  by Tenant to Landlord upon demand as additional  charges if
such  requirement  applies to the  Premises.  In addition,  Tenant shall execute
affidavits, representations and the like from time to time at Landlord's request
concerning  Tenant's  best  knowledge  and  belief  regarding  the  presence  of
hazardous substances or materials on the Premises.  In all events,  Tenant shall
indemnify  Landlord  in the  manner  elsewhere  provided  in this lease from any
release of  hazardous  materials on the  Premises  occurring  while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The
within  covenants  shall survive the  expiration or earlier  termination  of the
lease term. Lessor shall provide Lessee with any written  environmental  reports
Lessor conducts with respect to the property and premises.
         52.      Relocation
                  This Section is left intentionally blank.

         53.      Three   Month   Free  Rent   Period   This   Section  is  left
                  intentionally blank.

         54.      Signage
                  Lessee shall be permitted,  at its expense, to place a sign on
the building or on the ground equal to the size of its present sign.

         55.      Gutting
                  This Section is left intentionally blank.

         56.      Option Period
                  Lessee shall give Lessor  notice of its  intention to exercise
each option  period six (6) months  prior to the  respective  lease  termination
date.  If Lessee  fails to give said notice,  Lessee shall  forfeit its right to
excercise any renewal option. Time is of the essence with respect to the renewal
notice.  The fixed basic rent for the first five (5) year option shall be $16.20
per square foot and the base year for  calculating  the addtional  rent expenses
shall remain the 1998 calendar  year. The fixed basic rent for the second option
period  shall be 19.44 per  square  foot and the base year for  calculating  the
additional rent expenses shall remain the 1998 calendar year. If Lessee does not
exercise the first option  period,  Lessee loses the right to the second  option
period. In order to exercise any renewal option Lessee must not be in default of
any covenants of the lease and all basic fixed rent and additional  rent must be
paid current.

         57.      Redecorating Allowance
                  Lessor shall provide  Lessee with a Five Thousand  ($5,000,00)
Dollars redecorating  allowance five (5) years from the commencement date and at
the time Lessee exercises each renewal option.

         58.  Notwithstanding  anything  contained herein,  this Lease shall not
become effective until the closing of the  $2,700,000.00  first mortgage between
Greenberg Propery, L.L.C. and Providian Capital Management Real Estate Services,
Inc.

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

WITNESS:                   GREENBERG PROPERTY, L.L.C.

/s/ George Greenberg           /s/ Richard Greenberg
______________________    By: __________________________________________

                               Richard Greenberg, President

ATTEST:
                          ENVIRONMENTAL WASTE MANAGEMENT ASSOCIATES, INC.

/s/ George Greenberg          /s/ Arthur Rosenbaum
______________________    By:____________________________________________
           , Secretary        Arthur Rosenbaum, Executive Vice President
                                       14

<PAGE>
                                    EXHIBIT B
                              RULES AND REGULATIONS


         1. Lessee shall not obstruct or permit its employees, agents, servants,
invitees or licensees to obstruct, in any way, elevators of the Building, or use
the same in any way other than as a means of passage to and from the  offices of
Lessee;  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 any elevator; throw substances of any
kind out of 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. Water  closets and urinals  shall not be used for any purpose  other
than those for which they were constructed,  and no sweepings,  rubbish,  ashes,
newspaper of any kind shall be thrown into them.  Waste and excessive or 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 consent of Lessor If such consent be
given by Lessor,  any such sign,  advertisement,  or notice shall be  inscribed,
painted or affixed by Lessor,  or a company approved by Lessor,  but the cost of
the same shall be charged to and be paid by Lessee, and Lessee agrees to pay the
same promptly, on demand.

         4. No  contract  of any kind in  excess of  $2,500  per annum  with any
supplier of towels, water, ice 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 into by Lessee, v without the prior written consent of Lessor.

         5.  Except as  provided  on Exhibit A attached  hereto,  when  electric
wiring of any kind is introduced it must be connected as directed by Lessor, and
no stringing or cutting of wires will be allowed,  except with the prior written
consent of Lessor, and shall be done only by contractors approved by Lessor. The
number and location of telephones,  telegraph instruments,  electric appliances,
call  boxes,  etc.,  shall be  approved  by  Lessor.  No Lessee  shall lay floor
covering  so that the same  shall be in  direct  contact  with the  floor of the
Premises; and if floor covering is desired to be used, an interline 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.

         6.  Lessor  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 any Lessee;  and the time of moving the same in and out of
the  Building.  All such moving shall be done under the  supervision  of Lessor.
Lessor 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
Lessee.  Lessor reserves the right to inspect all freight to be brought into the
Building  and to exclude from the  Building  all freight  which  violates any of
these Rules and  Regulations  or the Lease of which these Rules and  Regulations
are a part.  Lessee shall not place a load upon any floor of the  Premises  that
exceeds the floor load per square foot that such floor was designed to carry and
which is allowed by certificate, rule, regulation, permit or law. Subject to the
terms of the preceding  sentence,  if Lessee wishes to place any safes or vaults
in the  premises,  it may do so at its own  expense,  provided  the  floor  load
capacity is, in Lessor's  judgment,  sufficient and Lessor reserves the right to
prescribe their weight and position.

         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 Lessor.
Business  machines and  mechanical  equipment  shall be placed and maintained by
Lessee, at Lessee's expense,  in setting  sufficient,  in Lessor's judgment,  to
absorb and prevent vibration, noise and annoyance to other Lessees.

         8. No additional lock or locks shall be placed by Lessee on any door in
the  Building,  without  the prior  written  consent  of  Lessor.  Two keys will
initially be furnished to Lessee by Lessor; two additional keys will be supplied
to Lessee by Lessor, upon request, without charge; any additional keys requested
by Lessee shall be paid for by Lessee.  Lessee,  it agents and employees,  shall
not have any  duplicate  keys made and shall not  change  any lock.  All keys to
doors and  washrooms  shall be returned  to Lessor on or before the  Termination
Date, and, in the event of a loss of any keys furnished, Lessee shall pay Lessor
the cost thereof.

                                       15
<PAGE>

         9.  Lessee  shall not employ any  persons or persons for the purpose of
cleaning the Premises, without the prior written consent of Lessor. Lessor shall
not be responsible to Lessee for any loss of property from the Premises  however
occurring,  or for any damage done to the effects of Lessee by such  janitors or
any of its employees, or by any other person or any other cause.

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

         11.  The   requirements  of  Lessee  will  be  attended  to  only  upon
application  at the office of Lessor.  Employees or Lessor shall not perform any
work for Lessee or do anything  outside of their  regular  duties,  unless under
special instructions from Lessor.

         12. The  Premises  shall not be used for lodging or sleeping  purposes,
and cooking therein prohibited.

         13.  Lessee shall not  conduct,  or permit any other person to conduct,
any auction upon the Premises;  manufacture of store goods, wares or merchandise
upon the  Premises,  without the prior  written  approval of Lessor,  except the
storage of usual  supplies and  inventory to be used by Lessee in the conduct of
its  business;  permit the  Premises to be used for  gambling;  make any unusual
noises in the  Building;  permit  to be played  any  musical  instrument  in the
Premises; permit to be played any radio, television,  recorded or wired music in
such a loud manner as to disturb or annoy other  Lessees;  or permit any unusual
odors to be produced upon the Premises.

         14.  Between 7:00 P.M. and 8:00 A.M. on weekdays,  before 8:00 A.M. and
after 1:00 P.M. on  Saturdays,  and all day Sunday and  Building  Holidays,  the
Building  is closed.  Lessor  reserves  the right to exclude  from the  Building
during such periods all persons who do not present a pass to the Building signed
by Lessee.  Each Lessee shall be responsible for all persons to whom such passes
are issued and shall be liable to Lessor 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
to or hung in, or used in connection  with,  any window or door of the Premises,
without the prior written  consent of Lessor.  Such curtains,  blinds and shades
must be a quality, type, design, and color, and attached in a manner approved by
Lessor.

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

         17. There shall not be used in the  Premises or in the Building  either
by Lessee or by others in the  delivery or receipt of  merchandise,  supplies or
equipment,  any hand  trucks  except  those  equipped  with rubber tire and side
guards.  No  hand  trucks  will  be  allowed  in  passenger   elevators  without
appropriate padding.

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

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

         20. Lessor hereby  reserves to itself any and all rights not granted to
Lessee hereunder,  including, but not limited to, the following rights which are
reserved to Lessor for its purposes in operating the Building: (a) the exclusive
right to the use of the  name of the  Building  for all  purposes,  except  that
Lessee may use the name as its business  address and for no other  purpose;  (b)
the right to change the name or address of the Building,  without  incurring any
liability  to Lessee 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

                                       16
<PAGE>

on the  directory  of the  Building to be  allotted to Lessee;  (f) the right to
grant to anyone the right to conduct any  particular  business or undertaking in
the Building.

         21. Lessee shall list all articles to be taken from the Building (other
than those  taken out in the usual  course of  business  of Lessee) on  Lessee's
letterhead,  or a blank which will be  furnished  by Lessor.  Such list shall be
presented at the office of the Building  for approval  before such  articles are
taken from the Building.

         22. Unless Exhibit "B" of the Lease shall designate  Parking Spaces for
Lessee's  exclusive  use,  Lessee shall have the  non-exclusive  right to use in
common with Lessor and other  Lessees of the  Building and their  employees  and
invitees  the  parking  area  provided  by Lessor for the  parking of  passenger
automobiles,  other than  parking  spaces  specifically  allocated  to others by
Lessor. Lessor may issue parking permits,  install a gate system, and impose any
other system as Lessor deems  necessary for the use of the parking area.  Lessee
agrees that it and its employees and invitees  shall not park their  automobiles
in parking spaces allocated to others by Lessor and shall comply with such rules
and  regulations  for use of the  parking  area as Lessor  may from time to time
prescribe.  Lessor  shall not be  responsible  for any damage to or theft of any
vehicle in the parking  area and shall not be required  to keep  parking  spaces
clear of  authorized  vehicles or to otherwise  supervise the use of the parking
area.  Lessor  reserves the right to change any existing or future parking area,
roads or driveways,  and may make any repairs or alterations it deems  necessary
to the parking area, roads and driveways and to temporarily revoke or modify the
parking rights granted to Lessee hereunder.

         23. Lessee shall not use the Premises or permit the Premises to be used
for the sale of food or beverages,  except for vending machines,  to be utilized
by its employees and guests.

         24.  Lessee  shall not permit any  smoking  inside the  building by its
employees, guests or licensees.

                                       17
<PAGE>




                                    EXHIBIT C

                                 100 Misty Lane
                                   Work Letter


         Not Applicable


                                       18
<PAGE>



                                    EXHIBIT D

                       BUILDING MAINTENANCE SPECIFICATIONS


A.       GENERAL (Five Nights Per Week)

         1. All ceramic tile and other unwaxed  flooring to be swept nightly and
washed as necessary.

         2. All composition  tile to be swept. In sweeping,  all furniture to be
moved when necessary to reach inaccessible areas.

         3. All carpeting, rugs and upholstered furniture to be vacuumed.

         4. All furniture,  fixtures,  pictures,  ledges,  chair rails and other
furniture and window sills to be hand-dusted and cleaned. All window sills to be
washed when necessary.

         5. All ash trays to be emptied and damp-wiped clean.

         6.  All  waste  receptacles  to be  emptied  and  refuse  removed  to a
designated area of the Building.

         7.  Interiors of all waste disposal cans and baskets will be kept clean
by inserting a plastic  liner in each.  Wash disposal  units and replace  liners
upon request.

         8. All water coolers to be washed.

         9. All door louvers and other  ventilating  louvers  within reach to be
hand-dusted.

         10. All telephones to be hand-dusted.

         11. All bright work to be wiped clean and polished.

         12. All  fingerprints  and smudges to be removed from painted  vertical
services whenever and wherever practicable.

         13. All stairways to be swept and dusted nightly and mopped or scrubbed
weekly.

         14. the  elevators  to be swept,  dusted,  washed  nightly and waxed as
necessary.


B.       LAVATORIES (Five Nights Per Week)

         1. All lavatory  rooms to be swept and washed  nightly with Phenolic or
Quaternary disinfectant and power machine scrubbed monthly.
         2.  All  mirrors,   shelves,  bright  work  and  enameled  surfaces  in
lavatories to be washed and polished.

         3. All basins,  bowls and urinals to be sour-washed  with a Phenolic or
Quaternary disinfectant.

         4. All toilet seats to be sour-washed and disinfected.

         5.  All  partitions,  tile  walls,  dispensers  and  receptacles  to be
hand-dusted and washed when necessary.

         6.  Landlord  to furnish  paper  towels,  toilet  paper,  hand soap and
sanitary napkins. Units should be checked and replenished daily.

         7. All paper towel receptacles to be emptied.

         8. All sanitary napkin disposal receptacles to be emptied.

         9. All wash tile and stall  surfaces to be washed and polished as often
as necessary.

                                       19

<PAGE>

C.       HIGH DUSTING

         1. All pictures,  frames,  charts, graphs and similar wall hangings not
reached in daily cleaning to be dusted at least twice per month.

         2. All vertical surfaces such as walls,  partitions,  doors,  bucks and
other  surfaces  not  reached in daily  cleaning  to be dusted at least once per
month.

         3. All pipes,  ventilating and air  conditional  louvers,  ducts,  high
molding and other high areas not reached in daily cleaning to be dusted at lease
once per month.

D.       LOBBY

         1.       Floors of entrance lobby to be swept and washed as necessary.

         2.       Lobby wall surfaces to be hand-dusted as often as necessary.



                                       20
<PAGE>




                                    EXHIBIT E

                              SCHEDULE OF HOLIDAYS


                           1.       New Year's Day

                           2.       President's Day

                           3.       Independence Day

                           4.       Labor Day

                           5.       Columbus Day

                           6.       Veteran's Day

                           7.       Thanksgiving Day

                           8.       Day after Thanksgiving

                           9.       Christmas Day

                                       21