<PAGE>
                                  EXHIBIT 10.5

                               Lease Agreement for
                  750 Route 202 South, Bridgewater, New Jersey

<PAGE>

                            FIRST AMENDMENT TO LEASE

          This FIRST AMENDMENT TO LEASE AGREEMENT ("Agreement") made this 25th
day of October, 2004 by and between BTCT ASSOCIATES, L.L.C., a New Jersey
limited liability company, having an address c/o Steiner Equities Group, L.L.C.,
75 Eisenhower Parkway, Roseland, New Jersey 07068-1696 ("Landlord"), and
SYNCHRONOSS TECHNOLOGIES, INC., a Delaware corporation, having an address at
1525 Valley Center Parkway, Bethlehem, Pennsylvania 18017 ("Tenant").

          WHEREAS, by lease agreement dated May 11,2004, (the "Lease"), Landlord
leases to Tenant and Tenant leases from Landlord certain premises ("Premises")
consisting of approximately 21,150 rentable square feet constituting the entire
Sixth Floor in the building (the "Building'") known as 750 Route 202,
Bridgewater, Somerset County, New Jersey; and

          WHEREAS, Landlord and Tenant wish to modify and amend the Lease and
extend the Term thereof, as hereinafter provided;

          NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Landlord and Tenant hereby agree as follows:

          1. TERM. Landlord and Tenant acknowledge that the Commencement Date of
the Lease is September 28, 2004. The Initial Term of the Lease is hereby
extended from five (5) Lease Years to seven (7) Lease Years upon all of the same
terms and conditions of the Lease as modified by this Agreement. Accordingly,
the Expiration Date of the Lease shall be March 31, 2012. Tenant shall continue
to have the option to extend the Term of the Lease as set forth in the Extension
Options Rider attached to the Lease.

          2. ANNUAL RENT; ADDITIONAL RENT. (a) The Annual Rent payable by Tenant
to Landlord for the Initial Term shall, subject to Section 4(c) of the Lease and
Section 3(b) herebelow, be at the annual amounts and for the periods and be
payable in the monthly installments as follows:

<TABLE>
<CAPTION>
Lease Years   Per Square Foot   Monthly Installment   Annual Amount
-----------   ---------------   -------------------   -------------
<S>           <C>               <C>                   <C>
1-7                $23.50            $41,418.75        $497,025.00
</TABLE>

          (b) Notwithstanding anything to the contrary contained herein,
commencing on November 1, 2004 and continuing for and during each of the next
forty one (41) consecutive months, the monthly amount of Annual Rent payable by
Tenant under the Lease shall be increased by Four Thousand One Hundred Seventy
Seven and 50/100 ($4,177.50) Dollars per month. Said amount shall be subject to
modification if the amount of the "Landlord's Additional Contribution" (as
hereinafter defined in Section 5) shall be other than One Hundred Fifty Thousand
and 00/100 ($150,000.00) Dollars. If Landlord's Additional Contribution is other
than One Hundred Fifty Thousand and 00/100 ($150,000.00) Dollars, the aforesaid
monthly amount of additional Annual Rent shall be adjusted so as to equal the
amount determined by multiplying the amount of Landlord's Additional
Contribution by 33.42% and dividing the product thereof by 12.

          (c) If Tenant validly exercises its Option(s) to extend the Term for
the Additional Extension Term, as provided in the extension Options Rider
attached to the Lease, the Annual Rent payable by Tenant to Landlord for the
Additional Extension Term shall be at the annual amounts and for the periods and
be payable in monthly installments as follows:

<TABLE>
<CAPTION>
Lease Years   Per Square Foot   Monthly Installment   Annual Amount
-----------   ---------------   -------------------   -------------
<S>           <C>               <C>                   <C>
8-12               $26.32            $46,389.00        $556,658.00
13-17              $29.48            $51,958.50        $623,502.00
</TABLE>

          (d) All provisions for the payment of Additional Rent set forth in the
Lease, including, without limitation, all provisions pertaining to the payment
of Tenant's Share of real estate taxes and expenses (as said terms are defined
in the Lease), shall continue to apply without modification except as
specifically set forth herein.


                                        1

<PAGE>

          3. SECURITY DEPOSIT. The last sentence of Section 32 of the Lease is
hereby deleted and the following is substituted therefor:

          "Provided that Tenant has not been in default at any time, on the last
day of the third (3rd) Lease Year, Landlord shall return one-third (1/3) of the
Security Deposit to Tenant and the amount of the Security Deposit for the
remainder of the Term shall be Eighty Two Thousand Eight Hundred Thirty Seven
and 50/1O0 ($82,837.50) Dollars."

          4. BROKERAGE. Each party represents, to the other that it did not deal
with any real estate broker in connection with this Agreement other than the
Brokers named in the Lease ("Brokers"). The commission of the Brokers, if any,
shall be paid by Landlord in accordance with a separate agreement. Each party
indemnifies and holds the other harmless from any claim for a commission or
other fee made by any broker with whom the indemnifying party has dealt, other
than the Brokers.

          5. LANDLORD'S WORK RIDER. Landlord agrees to pay ("Landlord's
Additional Contribution") for Tenant Extras (as defined in the Landlord's Work
Rider attached to the Lease), initially estimated to be One Hundred Fifty
Thousand and 00/100 ($150,000.00) Dollars. Landlord's Additional Contribution
shall be amortized over a forty two (42) month period with, an interest factor
equal to nine (9%) percent per annum and, notwithstanding any obligation of
Tenant to pay Landlord's Charges or any deadline for payment set forth in the
Landlord's Work Rider, the amortized amount shall, as set forth in Section 2(b)
hereinabove, be added to the Annual Rent payable by Tenant for the forty two
(42) consecutive month period commencing on November 1, 2004.

          6. NO DEFAULT. Tenant represents, warrants and covenants that Landlord
is not currently in default under any of its obligations under the Lease and
Tenant is not in default under any of its obligations under the Lease, and no
event has occurred which, with the passage of time or the giving of notice, or
both, would constitute a default by either Landlord or Tenant under the Lease.

          7. AUTHORITY OF SIGNATURES. Each person signing this Agreement
represents that he or she has full authority to do so.

          8. DEFINED TERMS. The capitalized terms used in this Agreement and not
defined herein shall have the respective meanings indicated in the Lease, unless
the context clearly requires otherwise.

          9. NO OTHER CHANGES. The intent of this Agreement is only to modify
and amend those provisions of the Lease as herein specified. Except as herein
specifically modified, changed and amended, all of the terms and conditions of
the Lease shall remain in full force and effect.

          IN WITNESS WHEREOF, the parties have signed this Agreement as of the
day and year first above written.

WITNESS:                                BTCT ASSOCIATES, L.L.C.


/s/ Caroline Bonestia                   By: /s/ Manager
-------------------------------------       ------------------------------------
                                        Its: Manager


ATTEST:                                 SYNCHRONOSS TECHNOLOGIES INC.


By: /s/ KAREN L. ROSENBERGER            By: /s/ LAWRENCE R. IRVING
    ---------------------------------       ------------------------------------
Its: KAREN L. ROSENBERGER               Its: LAWRENCE R. IRVING


                                        2

<PAGE>

                               AGREEMENT OF LEASE

          FOR AND IN CONSIDERATION of the mutual covenants herein contained, as
of this 11th day of May, 2004, the parties hereto do hereby agree as follows:

          1. INCORPORATED TERMS. The following terms are incorporated by
reference into this Agreement:

          (a)  NAME AND ADDRESS OF LANDLORD:

               BTCT ASSOCIATES, L.L.C.
               a New Jersey limited liability company
               c/o Steiner Equities Group, L.L.C.
               75 Eisenhower Parkway
               Roseland, New Jersey 07068-1696

          (b)  NAME AND ADDRESS OF TENANT:

               SYNCHRONOSS TECHNOLOGIES, INC.
               a Delaware corporation
               1525 Valley Center Parkway
               Bethlehem, Pennsylvania 18017

          (c)  DESCRIPTION OF PREMISES:

               The entire Sixth Floor such space shown shaded on the Sixth Floor
               Plan Rider attached hereto, in the building known as 750 Route
               202, Bridgewater, Somerset County, New Jersey.

          (d)  AREA OF PREMISES AMD BUILDING:

               Premises: 21,150 rentable square feet
               Building: 104,425 rentable square feet

          (e)  TERM OF LEASE:

               Commencing upon substantial completion of Landlord's Work and
               expiring five (5) Lease Years thereafter.

          (f)  PERMITTED USE:

               General office use only.

          (g)  MAXIMUM VEHICLE PARKING:

               82

          (h)  SECURITY DEPOSIT:

               $124,256.25

          (i)  TENANT'S SHARE:

               20.3%

          (j)  BASE TAX YEAR:

               2005

<PAGE>

          (k)  BASE EXPENSE YEAR:

               2005

          (l)  BROKER:

               Equis and Steiner Equities Group, L.L.C; commission to be paid by
               Landlord.

          (m)  RIDERS TO LEASE:

               Annual Rent Rider
               Extension Options Rider
               Real Estate Tax Rider
               Operating Expense Rider
               Landlord's Services Rider
               Energy Rider
               Rules and Regulations Rider
               Landlord's Work Rider
               Sixth Floor Plan Rider

          2. DESCRIPTION OF PREMISES. (a) The Landlord hereby leases to the
Tenant, and the Tenant hereby hires from the Landlord, the premises described in
Par. 1 (c) (the "Premises"). The Premises are located in the building identified
in Par. 1(c) (the "Building")(the Building, the land upon which the Building is
located and the other improvements located on the land are hereinafter
collectively called the "Property").

          (b) The parties acknowledge that there are multiple methods of
computing rentable area and hereby agree for the purposes of this Lease that the
rentable area of the Premises is the number of square feet set forth in Par.
1(d), and the rentable area of the Building is the number of square feet set
forth in Par. 1(d). Notwithstanding the foregoing, the loss factor used to
determine the rentable area of the Premises shall be deemed to equal 17.50%.

          (c) Landlord shall improve the premises in conformity with, and to the
extent of, Landlord's Work Rider attached hereto ("Landlord's Work"), and shall
have no other obligation to do any work in and to the Premises or the Building
to render them ready for Tenant's occupancy. Tenant has inspected the Premises
and agrees to take the Premises in its present "as is" condition, except as
otherwise expressly provided herein.

          3. TERM. (a) The term of this Lease (the "Term") shall commence on the
date ("Commencement Date") which shall be the earlier of the date on which
Landlord's Work has been substantially completed (or would have been completed
except by reason of Tenant's delay), or the date on which Tenant occupies any
portion of the Premises. "Substantially completed" shall mean that time when the
only items to be completed are those items of a "punch-list" nature which do not
substantially interfere with Tenant's use and occupancy of the Premises. The
Term of this Lease shall expire on the date (the "Expiration Date") which shall
be five (5) Lease Years (as hereinafter defined in Par. 3(c)) after the
Commencement Date. Subject to delays caused by Tenant and events of Force
Majeure, in the event that Landlord has not substantially completed Landlord's
Work by the date (the "DD Date") which is ninety (90) days following receipt by
Landlord of all building permits required to perform Landlord's Work, Tenant
shall be forgiven one (1) day of Annual Rent for each day after the DD Date
until Landlord has substantially completed Landlord's Work and in such event,
the Term hereof shall be extended by the number of days for which Tenant
received such rent concession (the "Additional Days"). The Additional Days shall
be deemed part of the last Lease Year of the Term.

          (b) Should Landlord be delayed in completing Landlord's Work by reason
of Tenant's delay (including any delay caused by Tenant's architect), default,
lack of cooperation, request for changes in Landlord's Work or for Tenant Extras
(as defined in Landlord's Work Rider), failure or delay in delivering the matter
or details required to be supplied by Tenant in Landlord's


                                       -2-

<PAGE>

Work Rider, or the performance of work by anyone employed or engaged by Tenant,
or should Tenant be otherwise responsible for Landlord's inability to deliver
possession of the Premises to Tenant ("Tenant Delay"), the Commencement Date
shall be accelerated by the number of days of delay occasioned by any such
event.

          (c) The first "Lease Year" shall be the period commencing on the
Commencement Date and ending eighteen (18) calendar months thereafter, provided,
however, that if the Commencement Date is not the first day of a calendar month,
the first lease year shall end eighteen (18) calendar months from the last day
of the month in which the Commencement Date occurs. Each succeeding twelve (12)
calendar month period thereafter shall be a Lease Year.

          (d) Within ten (10) days after Landlord's written request, Tenant
shall execute and deliver to Landlord a written confirmation of the Commencement
Date and Expiration Date of this Lease.

          (e) Landlord shall permit Tenant to enter the Premises at any time, or
from time to time within fourteen (14) days prior to the Commencement Date for
the sole purpose of installing computer and telephone lines and performing
similar minor work in connection with Tenant's initial occupancy of the
Premises. Tenant shall not be obligated to pay Annual Rent and Additional Rent
(as both terms are hereinafter defined in Par. 4) while performing the foregoing
work prior to the Commencement Date, but Tenant shall otherwise be obligated to
comply with all of the other terms and provisions of this Lease. Tenant's right
to enter the Premises prior to the Commencement Date as aforesaid shall be upon
reasonable prior written notice to Landlord and any such entry shall be limited
to normal business hours. Tenant shall procure and maintain an adequate worker's
compensation insurance policy and such additional insurance policies as Landlord
shall request to insure against losses, damages or claims arising out of or from
the performance of the foregoing work by Tenant. The performance of the
foregoing work by Tenant shall in no way interfere with the performance of any
work being performed by Landlord at the Premises and Tenant shall perform such
work in harmony with other labor on the Property. Tenant shall pay for any labor
or security personnel required to be employed by Landlord for the performance of
work by Tenant and any standby labor, if required, by any union labor and
otherwise comply with union requirements, if any, applicable thereto. Landlord
shall not be liable for loss or damage to any work or property of Tenant. Tenant
shall comply with the requirements of Par. 12 of the Lease in the performance of
any work to the Premises hereunder.

          4. ANNUAL RENT; ADDITIONAL RENT. (a) As of the Commencement Date
Tenant shall pay to Landlord at the address set forth in Par. l(a), or to such
other person or at such other place as the Landlord may from time to time
designate, without previous demand therefor and without counterclaim, deduction
or set-off, the annual rent ("Annual Rent") set forth on the Annual Rent Rider
attached hereto. Annual Rent shall be payable in monthly installments as set
forth on the Annual Rent Rider in advance on the first day of each month during
the Term of the Lease. If the Commencement Date shall be other than the first
day of a calendar month, Tenant shall pay Landlord on the Commencement Date the
proportionate amount of Annual Rent for the balance of such month. The first
monthly installment of Annual Rent shall be paid by Tenant on the execution of
this Lease.

          (b) All other sums other than Annual Rent payable by Tenant under this
Lease shall be deemed to be "Additional Rent" regardless of to whom such sums
may be payable. Additional Rent shall be payable without counterclaim, deduction
or set-off. In the event of Tenant's failure to make timely payment of any item
of Additional Rent, Landlord shall have available to it all rights and remedies
provided by this Lease and by law as for non-payment of Annual Rent. The term
"rent" in the Lease means Annual Rent and Additional Rent.

          (c) Notwithstanding anything to the contrary contained in this Lease,
the Annual Rent payable by Tenant for the first six (6) consecutive months of
the first Lease Year shall be payable in monthly installments of Twenty Thousand
Seven Hundred Nine and 38/100 ($20,709.38) Dollars for such six (6) month period
commencing on the Commencement Date. Thereafter, Tenant shall pay Annual Rent as
set forth in the Annual Rent Rider annexed to the Lease. The foregoing shall in
no way affect Tenant's obligation to pay additional rent under the Lease.


                                      -3-

<PAGE>

          5. INSURANCE. (a) Tenant shall provide and maintain a comprehensive
policy of liability insurance with respect to the Premises. Landlord, Steiner
Building Company, L.L.C. ("SBC"), Landlord's Manager (presently Steiner Equities
Group, L.L.C.) and Landlord's mortgagee(s) shall be named as additional
insureds. The liability insurance policy shall protect Landlord, Tenant and
Landlord's Manager and mortgagee(s) against any liability which arises from any
occurrence on or about the Premises, or which arises from any liability, claims
or costs indicated in Par. 14 against which Tenant is required to indemnify
Landlord.

          (b) The policy is to be written by a good and solvent insurance
company satisfactory to Landlord authorized to transact insurance business in
the state in which the Property is located. The coverage limits of the policy
shall be at least $3,000,000 in combined single limit with respect to personal
injury, death or property damage arising out of any one occurrence. Such amount
shall be subject to periodic increase as reasonably required by Landlord. The
original insurance policy (or a certificate thereof satisfactory to Landlord)
shall be deposited with Landlord at least ten (10) days prior to the
Commencement Date. Renewals of such policy shall be deposited with Landlord not
less than thirty (30) days prior to the end of the term of such policy. Original
and renewal policies (or certificates thereof) shall be accompanied by proof of
payment of the premiums therefor. Such insurance shall not be subject to
cancellation except after at least thirty (30) days prior written notice to
Landlord, and any loss shall be payable notwithstanding any act or negligence
of Tenant or Landlord or any agent or employee thereof.

          (c) Tenant shall obtain for each insurance policy procured by it
regarding the Premises or Property or any property located thereon, an
appropriate clause therein or endorsement thereto pursuant to which each such
insurance company waives its subrogation rights against Landlord.

          (d) Tenant shall comply with the requirements of any insurance policy
carried by Landlord or Tenant covering the Property or the Premises, all
requirements of the issuer of any such policy, and the applicable regulations
and requirements of the National Board of Fire Underwriters, any applicable
local board of fire underwriters, and any other body exercising a similar
function. If the premiums for any insurance policy maintained by Landlord
applicable to the Property exceed the rate that would have been applicable for
the permitted use of Tenant as a result of the failure by Tenant to comply with
such requirements, or as a result of or in connection with the use to which the
Premises are put by Tenant, Tenant shall reimburse Landlord for such excess
within ten (10) days after Landlord's request therefor.

          6. SERVICES FURNISHED BY LANDLORD. (a) As long as Tenant is not in
default under this Lease, Landlord shall furnish to the Premises only during
Work Hours (hereinafter defined) the services set forth on the Services Rider
attached hereto. Notwithstanding the foregoing, water service and snow removal
service provided by Landlord shall not be limited to Work Hours.

          (b) "Work Hours" shall mean the period from 8:00 A.M. to 6:00 P.M.
Monday through Friday, excluding Building Holidays. Building Holidays are
defined as New Year's Day, Martin Luther King Day, President's Day, Memorial
Day, the Monday preceding or Friday following Independence Day if Independence
Day falls on a Tuesday or Thursday respectively, Independence Day, Labor Day,
Columbus Day, Veteran's Day, Thanksgiving and the day following, Christmas Eve
day, Christmas, New Year's Eve day. Tenant may have access to and use the
Premises other than during Work Hours, provided Tenant complies with Landlord's
security procedures with respect to such access and use, and provided further
that Landlord shall not be required to supply any services during such other
times. If Tenant shall require any services other than during Work Hours, Tenant
shall pay to Landlord as additional rent, within ten (10) days after demand
therefor the sum of $85.00 per hour for each hour that HVAC and/or electric
services shall be provided to Tenant other than during Work Hours. The said
hourly charge shall be subject to an appropriate increase or decrease to the
extent that the public utility supplying electricity to the Building increases
or decreases its charge for electricity from time to time.

          (c) Landlord reserves the right to suspend any of the services agreed
to be supplied by Landlord hereunder when necessary by reason of accident or for
repairs, alterations, replacements or improvements necessary or desirable in the
judgment of Landlord for as long as


                                      -4-

<PAGE>

shall be required by reason thereof, and Landlord shall not be liable to Tenant
and Tenant shall not be entitled to any abatement or reduction of rent by reason
thereof.

          7. PERMITTED USES. Tenant may use the Premises only for the uses set
forth in Par. l(f) above. Notwithstanding the foregoing, Tenant shall not use or
permit the Premises to be used for any unlawful purpose or in violation of any
certificate of occupancy covering the Property or which may constitute a public
or private nuisance or make voidable any insurance in force relating to the
Property or which may interfere with the use and occupancy of the Building by
other tenants.

          8. COMMON AREAS; PARKING. (a) Tenant shall have the non-exclusive
right, in common with others, to use any common entrances, lobbies, drives,
elevators, stairs, and similar access and serviceways in and adjacent to the
Building (hereinafter sometimes referred to as Common Area), if any, subject to
such reasonable rules and regulations as the Landlord may adopt.

          (b) Tenant and its employees and invitees shall have the right, in
common with Landlord and other tenants of the Property and their employees and
invitees, to use the parking areas provided by Landlord on the Property for the
parking of passenger automobiles. Other than eight (8) reserved parking spaces
to be designated by Landlord and marked at Tenant's expense, Tenant's parking
shall not be reserved. Tenant's parking shall be limited to vehicles no larger
than standard sized automobiles or light pickup vehicles. Tenant and its
employees and invitees shall not park in the parking areas more than the number
of vehicles set forth in Par. l(g). Tenant shall not cause large trucks or other
large vehicles to be parked within the parking areas, except that temporary
parking of larger delivery vehicles may be permitted in the area designated
therefor by Landlord. Vehicles shall be parked only in striped parking spaces
and not in driveways, access roads, loading areas or other locations not
specifically designated for parking. Landlord shall have the right to assign
parking spaces for the exclusive use of other tenants of the Property and/or
Landlord and their employees and invitees, and Tenant and its employees and
invitees shall not park their vehicles in parking spaces allocated to others by
Landlord. Landlord shall not be required to keep parking spaces clear of
unauthorized vehicles or to otherwise supervise the use of the parking areas.
Landlord shall not be responsible for any damage to or theft of any vehicles in
the parking areas. Landlord may issue parking permits, install a gate system or
impose any other system as Landlord deems necessary for the use of the parking
areas. Landlord reserves the right from time to time (i) to change or reduce the
parking areas, roads and driveways; and (ii) to make any alterations or repairs
that it deems necessary to the parking areas, roads or driveways, and to
temporarily revoke or modify the parking rights granted to Tenant without any
abatement or reduction of rent by reason thereof. Landlord may require Tenant to
furnish it with the automobile license numbers assigned to vehicles of Tenant
and its employees and invitees and to notify Landlord of any changes thereof.
Landlord may limit parking in the front yard of the Property to visitors.

          9. NO REPRESENTATIONS. Tenant acknowledges that Landlord has not made
any representation with respect to any matter or thing affecting or related to
the Premises, other than expressly provided herein.

          10. COMPLIANCE WITH LAW. (a) Tenant shall take all necessary action to
conform to and comply with all laws, orders and regulations of any governmental
authority or Landlord's or Tenant's insurers, or any Landlord's Mortgagee
(hereinafter defined), now or hereafter applicable to the Premises or Tenant's
use or occupancy, including the federal Occupational Safety and Health Act.
Tenant shall obtain all permits and certificates of occupancy necessary for
Tenant's occupancy or use of the Premises.

          (b) Tenant shall not cause or permit the release, discharge, or
disposal nor the presence, use, transportation, generation, or storage of any
Hazardous Materials (as hereinafter defined) in, on, under, about, to, or from
the Premises by either Tenant, Tenant's employees, agents, contractors, or
invitees (for this Par. 10 only, all of the foregoing shall be collectively
referred to as "Tenant") other than the use of such materials in de minimus
quantities reasonably necessitated by the Tenant's regular business activities.


                                      -5-

<PAGE>

          (c) Tenant further agrees and covenants to Landlord, its agents,
employees, affiliates and shareholders (for this Par. 10 only, all of the
foregoing shall be collectively referred to as "Landlord") the following:

          1. To comply with all Environmental Laws in effect, or which may come
into effect, applicable to the Tenant or Tenant's use and occupancy of the
Premises;

          2. To immediately notify Landlord, in writing, of any existing,
pending or threatened (a) investigation, inquiry, claim or action by any
governmental authority in connection with any Environmental Laws; (b) third
party claims; (c) regulatory actions; and/or (d) contamination of the Premises;

          3. Tenant shall, at Tenant's expense, investigate, monitor, remediate,
and/or clean up any Hazardous Materials or other environmental condition on,
about, or under the Premises required as a result of Tenant's use or occupancy
of the Premises;

          4. To keep the Premises free of any lien imposed pursuant to any
Environmental Laws; and

          5. To indemnify, defend, and save Landlord harmless from and against
any and all claims (including personal injury, real, or personal property
damage), actions, judgments, damages, penalties, fines, costs, liabilities,
interest, or attorney's fees that arise, directly or indirectly, from Tenant's
violation of any Environmental Laws or the presence of any Hazardous Materials
on, under or about the Premises.

          (d) Tenant's obligations, responsibilities, and liabilities under this
Par. 10 shall survive the expiration of this Lease.

          (e) For purposes of this Par. 10 the following definitions apply:

          "Hazardous Materials" shall mean (1) any "hazardous waste" and/or
"hazardous substance" defined pursuant to any Environmental Laws; (2) asbestos
or any substance containing asbestos; (3) polychlorinated biphenyls; (4) lead;
(5) radon; (6) pesticides; (7) petroleum or any other substance containing
hydrocarbons; (8) any substance which, when on the Premises, is prohibited by
any Environmental Laws; and (9) any other substance, material, or waste which
(i) by any Environmental Laws requires special handling or notification of any
governmental authority in its collection, storage, treatment, or disposal or
(ii) is defined or classified as hazardous, dangerous or toxic pursuant to any
legal requirement.

          "Environmental Laws" shall mean: any and all federal, state and local
laws, statutes, codes, ordinances, regulations, rules or other requirements,
relating to human health or safety or to the environment, including, but not
limited to, those applicable to the storage, treatment, disposal, handling and
release of any Hazardous Materials, all as amended or modified from time to
time.

          11. CARE AND REPAIR OF PREMISES; NO WASTE. (a) Tenant shall take good
care of the Premises and make all repairs to the interior portions of the
Premises which are necessary or desirable to keep the Premises in good order and
repair. All repairs by Tenant shall be performed in a good and workmanlike
manner, Fluorescent lamps, ballasts and incandescent bulbs shall be replaced by
Landlord as required and the cost thereof shall be included as an operating
expense of the Building as defined in the Operating Expense Rider attached
hereto.

          (b) Tenant shall not commit or suffer, and shall use all reasonable
precaution to prevent waste, damage or injury to the Premises or Property and
the equipment thereon.

          12. ALTERATIONS, ADDITIONS AND IMPROVEMENTS. (a) Tenant shall not make
any alterations, additions or improvements to the Premises {"Alterations")
without Landlord's prior written consent Landlord shall not unreasonably
withhold its consent to non-structural Alterations. Except as provided in Par.
12 (c), Landlord shall not be required to consent to and Tenant shall not make
any Alterations to the electrical, plumbing, heating, ventilation or
air-conditioning systems.


                                       -6-

<PAGE>

Prior to making any Alterations, Tenant shall submit to Landlord detailed plans
and specifications for Alterations and reimburse Landlord for all expenses
incurred by Landlord in connection with its review thereof, and Tenant shall
also provide to Landlord for its approval the identity of the contractor Tenant
proposes to employ to construct the Alterations. All Alterations shall be
accomplished in accordance with the following conditions:

               (i) Tenant shall procure all governmental permits and
authorizations for the Alterations, and obtain and provide to Landlord an
official certificate of occupancy upon completion of the Alterations, if
appropriate.

               (ii) Tenant shall arrange for extension of the liability
insurance provided for in Par. 5 to apply to the construction of the
Alterations.

               (iii) The employment of any employee, contractor or laborer in or
about the Premises in connection with the Alterations, or Tenant's moving of
furniture and equipment in or out of the Premises or otherwise, shall not
interfere or cause any conflict with any employee, contractor or laborer of
Landlord or union representing any of them engaged in the construction,
operation, maintenance or repair of the Property. In the event of such
interference, upon demand of Landlord, Tenant will cause such employee,
contractor or laborer to leave the Property immediately.

               (iv) The work with respect to the Alterations shall be done in
neat, clean and quiet manner, and shall not interfere with the use and occupancy
of the Building by other tenants.

               (v) Tenant shall construct the Alterations in a good and
workmanlike manner utilizing materials of first quality and in compliance with
all laws and governmental regulations.

               (vi) Within ten (10) days after completion of the Alterations,
Tenant shall provide Landlord with "as built" plans of the Alterations and
AutoCAD files thereof on disk.

          (b) All Alterations shall be the property of Landlord and shall remain
on and be surrendered with the Premises upon termination of the Lease, unless
Landlord shall notify Tenant that it desires that such Alterations be removed at
the expiration of the Lease, in which event Tenant agrees to remove such
Alterations on or prior to the Expiration Date, restore the Premises to its
existing condition prior to construction of the Alterations and repair any
damage to the Premises or the Building caused by such removal. Notwithstanding
the foregoing, Tenant shall not be required to remove the Landlord's Work (as
defined in the Landlord's Work Rider) upon termination of the Lease.

          (c) Subject to the terms and provisions of Par. 5 and this Par. 12,
Tenant shall have the right, at its sole cost and expense, to install a
generator ("Generator") outside the Building so as to provide an uninterrupted
power source to the Premises. Prior to installing said Generator, Tenant shall
provide Landlord with plans and specifications therefor, as well as structural
calculations and such other information pertaining to the Generator as Landlord
may reasonably require. Landlord's prior consent to such plans and
specifications, as well as the location, design and manner of installation of
the Generator shall be required, such consent not to be unreasonably withheld.
Tenant shall obtain, at its sole cost and expense, all governmental permits and
approvals required for the Generator. The Generator shall be deemed to be a part
of the Premises and all references in this Lease to the Premises shall include
the Generator. Tenant shall be solely responsible, at its sole cost and expense,
for the maintenance and repair of the Generator and shall landscape the area
surrounding the Generator to the reasonable satisfaction of Landlord. In
addition to the foregoing, Tenant shall comply with such noise remediation
procedures as may be reasonably required by Landlord with respect to the
Generator, and shall indemnify and hold harmless Landlord, Landlord's managing
agent, Landlord's general contractor affiliate, and Landlord's mortgagee, from
and against all liability, claims or costs, including reasonable legal fees,
arising from the installation and/or use of the Generator. Under no
circumstances shall Landlord be liable for any damage to or vandalism of the
Generator. Notwithstanding anything to the contrary contained herein, the
Generator shall remain at the Property at the expiration or earlier termination
of this Lease.


                                      -7-

<PAGE>

          13. COVENANT AGAINST LIENS. Tenant shall not have any right to subject
the Landlord's interest in the Property to any construction lien or any other
lien whatsoever. If any construction lien or other lien, charge or order for
payment of money shall be filed as a result of the act or omission of Tenant,
Tenant shall cause such lien, charge or order to be discharged or appropriately
bonded within ten (10) days after notice from Landlord thereof, and Tenant shall
indemnify and save Landlord harmless from all liabilities and costs resulting
therefrom.

          14. INDEMNIFICATION BY TENANT. Tenant shall indemnify and hold
harmless Landlord and Landlord's managing agent from and against all liability,
claims or costs, including reasonable legal fees, arising from (i) any breach of
this Lease by Tenant; (ii) any injury to person or damage to property occurring
on or about the Premises during the Term; (iii) any injury to person or damage
to property occurring on the Property resulting from any negligence or
misconduct of Tenant or any of its employees or agents. Tenant shall defend
Landlord against any such liability, claim or cost with counsel reasonably
acceptable to Landlord or, at Landlord's election, Tenant shall reimburse
Landlord for legal fees and costs incurred by Landlord by employment of its own
counsel. The obligation of Tenant under this subparagraph shall survive
expiration or earlier termination of the Term.

          15. LANDLORD NOT LIABLE. Landlord shall not be liable for any injury
or damage to the person, business, equipment, merchandise or other property of
Tenant or any of Tenant's employees, invitees or customers or any other person
on or about the Property, resulting from any cause whatsoever, including, but
not limited to; (i) fire, steam, electricity, water, gas or rain; (ii) leakage,
obstruction or other defects of pipes, sprinklers, wires, plumbing, air
conditioning, boilers or lighting fixtures; or (iii) any act or omission,
negligent or otherwise, of any other tenant of the Property.

          16. ASSIGNMENT AND SUBLETTING. (a) Except as otherwise provided in
this paragraph, Tenant shall not assign or encumber Tenant's interest in this
Lease, or sublet any portion of the Premises, or grant concessions or licenses
with respect to the Premises, without Landlord's prior written consent. The
cumulative change of more than 50% of the ownership interest of Tenant shall be
deemed to be an assignment of this Lease requiring Landlord's consent. However,
Tenant may assign this Lease or sublet the Premises, without Landlord's consent,
to any corporation which controls, is controlled by or is under common control
with Tenant, or to any corporation resulting from the merger of or consolidation
with Tenant, provided such assignee shall assume all of Tenant's obligations
under this Lease, and such assignee or sublessee shall then have a net worth at
least equal to that of Tenant on the date hereof.

          (b) If Tenant desires to assign this Lease or sublet all or any
portion of the Premises, Tenant shall submit to Landlord a written request for
Landlord's approval thereof, setting forth the name, principal business address,
and nature of business of the proposed assignee or sublessee; the financial,
banking and other credit information relating to the proposed assignee or
sublessee; and the details of the proposed assignment or subletting, including a
copy of the proposed assignment or sublease instrument and plans for any
Alterations required for the proposed assignee or sublessee. Tenant shall also
furnish any other information reasonably requested by Landlord. Landlord shall
have the option (i) to withhold its consent; (ii) to grant consent; or (iii) in
the event of a proposed assignment of this Lease or sublease of a substantial
portion of the Premises (i.e., more than fifty-one (51%) percent of the
Premises), to terminate this Lease as of the effective date of such proposed
assignment or sublease. In the event of a proposed sublease of less than a
substantial portion of the Premises, Landlord shall have the right to terminate
this Lease with respect to the portion of the Premises to be sublet, and this
Lease shall continue with respect to the remaining portion of the Premises.
Landlord may enter into a direct lease with the proposed assignee or sublessee,
if Landlord so elects. Landlord's acceptance of rent from a proposed assignee or
sublessee shall not be construed to constitute its consent to an attempted
assignment or subletting.

          (c) In the event of a permitted assignment or subletting, Tenant shall
remit to Landlord as additional rent each month during the remainder of the Term
any rent or other sums received by Tenant from its assignee or sublessee in
excess of the Annual Rent and other charges paid by Tenant allocable to the
Premises or portion thereof sublet, as the case may be.


                                      -8-

<PAGE>

          (d) No assignment or subletting hereunder, whether or not with
Landlord's consent, shall release Tenant from any obligations under this Lease,
and Tenant shall continue to be primarily liable hereunder. If Tenant's assignee
or sublessee defaults under this Lease, Landlord may proceed directly against
Tenant without pursuing its remedies against the assignee or sublessee. Consent
to one assignment or subletting shall not be deemed a consent to any subsequent
assignment or subletting. Landlord may consent to subsequent assignments or
modifications of this Lease or sublettings without notice to Tenant and Tenant
shall not be relieved of liability under this Lease.

          (e) Tenant shall pay to Landlord upon demand all costs, including
reasonable legal fees, which Landlord shall incur in reviewing any proposed
assignment or subletting.

          17. LANDLORD'S ACCESS. Upon twenty four (24) hours advance notice,
Landlord and its representatives may enter the Premises during Work Hours (or
without notice at any time in the event of emergency) for the purpose of
inspecting the Premises, or making any necessary repairs, or to show the
Premises to prospective purchasers, investors, encumbrancers, tenants or
other parties, or for any other purpose Landlord deems necessary.

          18. SIGNS. Tenant shall not place any signs on the Property except
that the name of the Tenant may appear in the area of the entrance door of the
Premises. The design of such sign shall be subject to Landlord's reasonable
approval. Tenant shall remove its signs upon expiration or earlier termination
of the Term, and shall repair any damage caused by installation or removal of
its signs. Landlord shall provide a tenant directory within the Building and
Tenant shall be entitled to one listing in such tenant directory. The cost of
such listing shall be paid by Tenant. Tenant shall be permitted to place an
identification sign on the door to the Premises or adjacent to the door of the
Premises, provided that the size, design, placement and color scheme of said
identification sign shall be subject to Landlord's prior written approval. The
cost of furnishing and installing such sign shall be paid by Tenant.

          19. CASUALTY. If the Building is damaged by fire or other casualty,
and if the proceeds received from the insurance policies maintained by Landlord
therefor are sufficient to pay for the necessary repairs, and the Building can
be fully repaired within six (6) months after such casualty occurred, this Lease
shall remain in effect and Landlord shall repair the damage as soon as
reasonably possible, subject to delays beyond Landlord's control. If the
insurance proceeds received by Landlord are not sufficient to pay the entire
cost of repair, or no proceeds are payable with respect to such casualty, or the
Building cannot be fully repaired within six (6) months after the casualty
occurred, Landlord may elect either to (i) terminate this Lease, provided
Landlord shall so notify Tenant within thirty (30) days after occurrence of such
casualty, or (ii) repair the damage as soon as reasonably possible, in which
event this Lease shall remain in full force and effect; but if Landlord elects
not to terminate this Lease, Tenant shall then have the right to terminate this
Lease if the Premises cannot be fully repaired within six (6) months after such
casualty occurred. Tenant's notification, if any, shall be required within
thirty (30) days after Landlord's notice. In addition to the foregoing, if the
damage to the Building occurs during the last two (2) years of the Lease Term,
Landlord may elect to terminate this Lease as of the date the damage occurred in
any event. If this Lease is not terminated following a casualty, rent shall
abate from the date of the occurrence in the proportion that the area of the
portion of the Premises tendered unusable by such casualty bears to the entire
area of the Premises. The abatement shall continue until the portion of the
Premises which shall have been damaged shall be rebuilt or repaired. Tenant
waives the protection of any law which grants a tenant the right to terminate a
lease in the event of the substantial destruction of a leased property, and
agrees that the provisions of this paragraph shall govern in the event of any
substantial destruction of the Premises.

          20. CONDEMNATION. If all or any portion of the Premises shall be taken
under the power of eminent domain or sold under the threat thereof (the
"Condemnation"), this Lease shall terminate on the date on which title to the
Premises or portion thereof shall vest in the condemning authority. If a portion
of the Property shall be taken but the Premises shall not be affected, then
Landlord may at its option terminate this Lease by written notice to Tenant and
the Term shall expire on the date on which title is vested in the condemning
authority. If this Lease shall remain in effect following a Condemnation,
Tenant's obligation to pay rent hereunder shall not be affected and Tenant shall
not be entitled to any abatement or reduction of rent. Landlord shall be
entitled to


                                      -9-

<PAGE>

receive the entire award in any Condemnation proceeding relating to the Premises
or Property, except that Tenant may assert a separate claim to an award for its
moving expenses and for fixtures and personal property installed by Tenant at
its expense. It is understood that Tenant shall have no claim against Landlord
for the value of the unexpired Term of this Lease or any options granted under
this Lease.

          21. SURRENDER OF PREMISES. (a) Upon termination of the Lease, Tenant
shall surrender the Premises to Landlord, broom clean, and in good order and
condition, except for ordinary wear and tear and damage by casualty which Tenant
was not obligated to remedy under any provision of this Lease. Tenant shall
remove its machinery or equipment and repair any damage to the Premises caused
by such removal. Tenant shall not remove any power wiring or power panels,
lighting or lighting fixtures, wall coverings, blinds or other window coverings,
carpets or other floor coverings, or heaters or air conditioners, unless
Landlord, by notice to Tenant, elects to have any of the foregoing removed by
Tenant, in which event the same shall be removed from the Premises by Tenant
prior to the expiration of the Lease, and Tenant shall repair any damage to the
Premises due to such removal. All property of Tenant remaining on the Premises
after Tenant's surrender of the Premises shall be deemed abandoned and at
Landlord's election may either be retained by Landlord or may be removed from
the Premises at Tenant's expense. Tenant shall deliver to Landlord all keys to
the Premises.

          (b) If during the last sixty (60) days of the Term, Tenant shall have
removed all or substantially all of Tenant's property and all of its personnel
from the Premises, Landlord may at any time thereafter enter, alter, renovate
and redecorate the Premises without any reduction or abatement of the Tenant's
rent or incurring any liability for any compensation to Tenant or adverse effect
on this Lease or Tenant's obligations hereunder. If Landlord commences
alterations, renovations or redecorations to the Premises, Tenant shall not
thereafter occupy the Premises.

          22. HOLDOVER. In the event Tenant remains in possession of the
Premises after the expiration of the Term of this Lease (the "Holdover Period"),
in addition to any damages to which Landlord may be entitled or other remedies
Landlord may have by law, Tenant shall pay to Landlord a rental for the Holdover
Period as follows: (i) for the first two (2) months of the Holdover Period, at
the rate of 150% of the sum of (x) the Annual Rent payable during the last Lease
Year of the Term, plus (y) all items of Additional Rent and other charges with
respect to the Premises payable during the last Lease Year of the Term, and (ii)
for each month of the Holdover Period after the second month, at the rate of
twice the sum of (x) the Annual Rent payable during the last Lease Year of the
Term, plus (y) all items of Additional Rent and other charges with respect to
the Premises payable by Tenant during the last lease year of the Term. Nothing
herein contained shall be deemed to give Tenant any right to remain in
possession of the Premises after the expiration of the Term of this Lease.

          23. EVENTS OF DEFAULT; REMEDIES. (a) Tenant shall be in default upon
the occurrence of one or more of the following events (an "Event of Default"):

               (i) Tenant fails to pay rent or any other sum of money required
to be paid by Tenant hereunder within ten (10) days of the date when due without
the need for any notice thereof by Landlord (except Landlord agrees to give
written notice of such failure to pay rent or other sum of money not more than
once per Lease Year, and no Event of Default shall be deemed to have occurred if
Tenant makes the required payment within ten (10) days after such notice;

               (ii) Tenant fails to perform any of Tenant's non-monetary
obligations under this Lease or violates any covenant required to be observed
by Tenant hereunder for a period of thirty (30) days after written notice
thereof from Landlord;

               (iii) Tenant abandons the Premises for one hundred eighty (180)
days or more; or

               (iv) Tenant makes an assignment for the benefit of creditors, or
a petition for adjudication of bakruptcy or for reorganization is filed by or
against Tenant and is not dismissed


                                      -10-

<PAGE>

within thirty (30) days, or a receiver or trustee is appointed for a substantial
part of Tenant's property and such appointment is not vacated within thirty (30)
days.

          (b) On the occurrence of an Event of Default, Landlord may, at any
time thereafter, without notice or demand, and without limiting any other right
at remedy Landlord may have:

               (i) Terminate this Lease and Tenant's right to possession of the
Premises by any lawful means, in which event Tenant shall immediately surrender
possession of the Premises to Landlord. At its option, Landlord may occupy the
Premises or cause the Premises to be redecorated, altered, divided, consolidated
with other adjoining property, or otherwise prepared for reletting, and may
relet the Premises or any part thereof for a term or terms to expire prior to,
at the same time or subsequent to fee original Expiration Date, and receive the
rent therefor, applying the sums received first to the payment of such expenses
as Landlord may have incurred in connection with the recovery of possession,
preparing for reletting and the reletting itself, including brokerage and
attorneys' fees, and then to the payment of damages in amounts equal to the rent
hereunder and to the cost and expense of performance of the other covenants of
Tenant under this Lease. Tenant agrees to pay to Landlord damages equal to the
rent and other sums payable by Tenant under this Lease, reduced by the net
proceeds of the reletting, if any, as ascertained from time to time. In
reletting the Premises, Landlord may grant rent concessions, and Tenant shall
not be entitled to any credit therefor. Tenant shall not be entitled to any
surplus resulting from any reletting. Tenant expressly agrees that Landlord
shall not be obligated to re-rent the Premises or take any other action to
mitigate its damages in the event Tenant is in default under this Lease.

               (ii) Permit Tenant to remain in possession of the Premises, in
which event this Lease shall continue in effect. Landlord shall be entitled to
enforce all of Landlord's rights and remedies under this Lease, including the
right to receive the rent as it becomes due under this Lease.

               (iii) Pursue any other remedy now or hereafter available under
the laws of the jurisdiction in Which the Premises is located.

          (c) The remedies available to Landlord herein specified are not
intended to be exclusive and prevent Landlord from exercising any other remedy
or means of redress to which Landlord may be lawfully entitled. In addition to
other remedies provided in this Lease, Landlord shall be entitled to restraint
by injunction of any violation or threatened violation by Tenant of any of the
provisions of this Lease. Landlord's exercise of any right or remedy shall not
prevent Landlord from exercising any other right or remedy.

          (d) To the extent permitted by law, Tenant, for itself and any person
claiming through or under Tenant, waives any equity or right of redemption
provided by any law.

          (e) Tenant agrees to pay as Additional Rent all reasonable attorneys'
fees and other expenses incurred by Landlord in the enforcement of any of the
obligations or agreements of Tenant under this Lease.

          (f) If this Lease shall terminate by reason of the occurrence of any
default of Tenant or any contingency mentioned in this Par. 23, Landlord shall
at its option and election be entitled, notwithstanding any other provision of
this Lease, or any present or future law, to recover from Tenant or Tenant's
estate (in lieu of all claims against Tenant relating to unpaid Annual Rent or
additional rent), as damages for loss of the bargain and not as a penalty, a
lump sum which at the time of such termination of this Lease equals the then
present worth of the Annual Rent and all other charges payable by Tenant
hereunder that were unpaid or would have accrued for the balance of the Term,
less the fair and reasonable rental value of the Premises for the balance of
such Term, such lump sum being discounted to the date of termination at the rate
of six (6%) percent per annum, unless any statute or rule of law governing the
proceeding in which such damages are to be proved shall limit the amount of such
claim capable of being so proved, in which case Landlord stall be entitled to
prove as and for liquidated damages by reason of such breach and termination of
this Lease, the maximum amount which may be allowed by or under any such statute
or rule of law. If the Premises or any part thereof shall be re-let by the
Landlord for a period including the unexpired


                                      -11-

<PAGE>

Term of this Lease or any part thereof, before the presentation of proof of
such, liquidated damages to any court, commission, or tribunal, the amount of
rent reserved on such re-letting shall be deemed to be the fair and reasonable
rental value for the part or the whole of the Premises so re-let during the Term
of the re-letting. Nothing herein contained shall limit or prejudice Landlord's
right to prove and obtain as liquidated damages arising out of such breach or
termination the maximum amount to be allowed by or under any such statute or
rule of law which may govern the proceedings in which such damages are to be
proved whether or not such amount be greater, equal to, or less than the amount
of the excess of file Annual Rent over the rental value referred to above.

          24. SERVICE FEE: INTEREST. (a) Tenant's failure to pay Annual Rent,
Additional Rent or make other payments required under this Lease promptly may
cause Landlord to incur unanticipated costs, which are impractical to ascertain.
Therefore, if Landlord does not receive any payment of Anual Rent, Additional
Rent or other sums due from Tenant to Landlord within five (5) days after it
becomes due, Tenant shall pay Landlord a service fee equal to five (5%) percent
of the overdue amount.

          (b) Any amount owed by Tenant to Landlord which is not paid when due
shall bear interest at the rate of fifteen (15%) percent per annum ("Default
Interest") from the fifth (5th) day after the due date of such amount. The
payment of Default Interest on such amounts shall not extend the due date of any
amount owed. If the interest rate specified in this Lease shall exceed the rate
permitted by law, the Default Interest shall be deemed to be the maximum legal
interest rate permitted by law.

          25. LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT. If Tenant fails to make
any payment or perform any act on its part to be made or performed, then
Landlord, without waiving or releasing Tenant from such obligation, may make
such payment or perform such act on Tenant's part, and the costs incurred by
Landlord in connection with such payment or performance, together with any
Service Fee and Default Interest thereon, shall be paid by Tenant to Landlord on
demand as Additional Rent.

          26. NOTICE OF LANDLORD'S DEFAULT. (a) Tenant shall give written notice
of any failure by Landlord to perform any of its obligations under this Lease.
Landlord shall not be in default under this Lease unless Landlord fails to cure
such non-performance within thirty (30) days after receipt of Tenant's notice.
If more than thirty (30) days are required to cure such non-performance,
Landlord shall not be in default if such cure is commenced within such thirty
(30) day period and thereafter diligently pursued to completion.

          (b) In the event of any act or omission by the Landlord which would
give the Tenant the right to terminate this Lease or to claim a partial or total
eviction, Tenant will not exercise any such right until (i) it has given written
notice of such act or omission to Landlord's Mortgagee whose name and address
shall have previously been furnished to Tenant, by delivering such notice to the
address so furnished, and (ii) Landlord's actor omission is not remedied within
thirty (30) days after receipt by Landlord's Mortgagee of Tenant's notice, or if
more than thirty (30) days are required to cure same, such cure is commenced
within such thirty (30) day period and thereafter diligently pursued to
completion.

          27. LANDLORD'S LIABILITY LIMITED. There shall be no personal liability
of the Landlord or any member, partner, stockholder, officer, director or other
principal of Landlord in connection with this Lease. Tenant agrees to look
solely to the interest of Landlord in the Property for the collection of any
judgment or other judicial process requiring the payment of money by Landlord in
the event of any default or breach by Landlord with respect to this Lease or in
any way relating to the Property. No other assets of Landlord or any principal
of Landlord shall be subject to levy, execution or other procedures for the
satisfaction of Tenant's remedies.

          28. WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive trial by
jury in any legal proceeding brought by either of them against the other with
respect to any matters arising out of or in any way connected with this Lease or
the Property.


                                      -12-

<PAGE>

          29. SUBORDINATION; ATTORNMENT. (a) This Lease is subject and
subordinate to any ground lease or mortgage which may now or hereafter encumber
the Property, and any renewals, modifications, consolidations, replacements or
extensions thereof.

          (b) If Landlord's interest in the Property is acquired by any ground
lessor, mortgagee, or purchaser at a foreclosure sale, Tenant shall attorn to
the transferee of or successor to Landlord's interest in the Property and
recognize such transferee or successor as landlord under this Lease. Such
transferee or successor shall not be liable for any act or omission of any prior
landlord; or be subject to any offsets or defenses which Tenant might have
against any prior landlord; or be bound by any rent which Tenant might have paid
for more than the current month to any prior landlord; or be liable for any
security deposit under this Lease unless actually transferred to such transferee
or successor.

          (c) Tenant agrees that this Lease shall be modified in accordance with
the reasonable request of any mortgagee now or hereafter encumbering the
Property ("Landlord's Mortgagee"), provided no such modification materially
adversely affects the business terms of this Lease.

          (d) The foregoing provisions shall be self-operative and no further
instrument or act on the part of Tenant shall be necessary to effect the same.
Tenant shall nevertheless sign and deliver any document necessary or appropriate
to evidence the subordination, attornment or agreement above provided within ten
(10) days after Landlord's request therefor. Tenant further agrees to execute
and deliver within ten (10) days after Landlord's request therefor my other
documents reasonably required by Landlord's Mortgagee in connection with the
financing or refinancing of the Property.

          30. TENANT'S ESTOPPEL; FINANCIAL STATEMENT. (a) Upon Landlord's
request, Tenant shall execute, acknowledge and deliver to Landlord a written
statement certifying: (i) the Commencement Date; (ii) the date the Term expires;
(iii) that this Lease is in full force and effect (if such is the case) and
unmodified (or if modified, stating the modifications); (iv) the last date of
payment of the Annual Rent, Additional Rent and other charges and the time
period covered by each payment; (v) that Landlord is not in default under this
Lease (or, if Landlord is claimed to be in default, stating the nature of the
default); and (vi) such other matters as may be reasonably required by Landlord
or any Landlord's Mortgagee. Tenant shall deliver such statement to Landlord
within ten (10) days after Landlord's request. Any such statement may be given
to and relied upon by any prospective purchaser or encumbrancer of the Property.

          (b) Within ten (10) days after Landlord's request, Tenant shall
deliver to Landlord such audited financial statements prepared by a certified
public accountant as are reasonably required to verify the net worth of Tenant.
Any such statement may be given by Landlord to any Landlord's Mortgagee or
prospective encumbrancer of the Property, but otherwise shall be kept
confidential by Landlord. Tenant represents to Landlord that each such financial
statement is a true and accurate statement as of the date of such statement.

          31. QUIET ENJOYMENT. (a) Landlord covenants that as long as Tenant
pays the Annual Rent and Additional Rent and performs its other obligations
under this Lease, Tenant shall peaceably and quietly have, hold and enjoy the
Premises for the term provided by this Lease, subject to the provisions of this
Lease, and to any mortgage or other agreement to which this Lease is
subordinate.

          (b) Landlord reserves to itself such access and utility easements
over, under and across the Premises as may be required by Landlord from time to
time in connection with the ownership, use or operation of the Property and/or
any other property of Landlord or any affiliated party of Landlord. No such
easement shall materially interfere with Tenant's use of the Premises.

          32. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall
deposit with Landlord the sum set forth in Par. 1(h) as security for the
performance by Tenant of its obligations under this Lease (the "Security
Deposit"). Landlord shall have the right to use the Security Deposit


                                      -13-

<PAGE>

to cure any default of Tenant hereunder, including, but not limited to, payment
of Annual Rent, Additional Rent, Service Fees, Default interest or other debts
of Tenant due Landlord, or repair or replacement of damage to the Premises. If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's demand
therefor. Provided Tenant has fully complied with all of the terms of this
Lease, Landlord shall return the Security Deposit to Tenant without interest
within thirty (30) days after the surrender of the Premises by Tenant. Landlord
may deliver the Security Deposit to the purchaser or other transferee of
Landlord's interest in the Property in the event the Property is sold or
otherwise transferred, and Landlord shall be discharged from any further
liability with respect to the Security Deposit. Provided that Tenant has not
been in default at any time, as of the start of the second Lease Year, Landlord
shall return one (1/3) third of the Security Deposit to Tenant, and the amount
of the Security Deposit for the remainder of the Term shall be $82,837.50.

          33. NOTICES. All notices in connection with this Lease, the Premises
or the Property shall be in writing and shall be personally delivered, or
delivered by courier service (e.g., Federal Express, Airborne) or sent by
certified mail, return receipt requested, postage prepaid. Notices to Landlord
shall be delivered to the address specified in Par. 1(a). Notices to Tenant
shall be delivered to the address specified in Par. l(b) until Tenant takes
possession of the Premises; thereafter notices to Tenant shall be delivered to
the Premises. All notices shall be effective upon delivery or attempted delivery
in accordance with this provision. Either party may change its notice address
upon written notice to the other party given in accordance with this provision.

          34. FORCE MAJEURE. If Landlord is unable to perform any of its
obligations or to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make or is delayed in making any
repair, additions, alterations or decorations, or is unable to supply or is
delayed in supplying any equipment or fixtures, due to events beyond Landlord's
control, the time provided to Landlord for performing such obligations shall be
extended by a period of time equal to the duration of such events, and Tenant
shall not be entitled to any claim against Landlord by reason thereof, and the
obligation of Tenant to pay rent and perform all its other obligations under
this Lease shall not be affected, impaired or excused thereby. Events beyond
Landlord's control include, but are not limited to, acts of God, war, civil
commotion, labor disputes, strikes, casualty, labor or material shortages,
government regulation or restriction and weather conditions. Landlord shall not
be liable to Tenant nor shall Tenant be entitled to any abatement or reduction
of rent, in the event of the suspension, interruption, failure or inadequacy of
any of the services to be provided by Landlord pursuant to this Lease.

          35. WAIVERS; MODIFICATIONS. The failure of either party to insist on
strict performance of any provision of this Lease shall not be construed as a
waiver of such provision in any other instance. All amendments to this Lease
shall be in writing and signed by both parties.

          36. INTERPRETATION. The captions in this Lease are intended to assist
the parties in reading this Lease and are not a part of the provisions of this
Lease. Whenever required by the context of this Lease, the singular shall
include the plural and the plural shall include the singular. The masculine,
feminine and neuter genders shall each include the others.

          37. APPLICABLE LAW. The laws of the state in which the Property is
located shall govern this Lease.

          38. AUTHORITY OF LEASE SIGNATORIES. If Tenant is a corporation,
partnership or other entity, each person signing this Lease on behalf of Tenant
represents feat he has full authority to do so and that this Lease binds the
corporation, partnership or other entity, as the case may be.

          39. BROKERAGE. Each party represents to the other that it did not deal
with any real estate broker in connection with this Lease, other than the
brokers named in Par. 1(1). The commission of such brokers shall be paid by
Landlord. Each party indemnifies and holds the other harmless from any claim for
a commission or other fee made by any broker with whom the indemnifying party
has dealt, other than the foregoing named brokers.


                                      -14-

<PAGE>

          40. BINDING EFFECT. This Lease is binding upon any party who legally
acquires any rights or interest in this Lease from Landlord or Tenant; provided,
however, Landlord shall have no obligation to Tenant's successor unless the
interest of Tenant's successor in this Lease is acquired in accordance with the
provisions of this Lease. The term "Landlord" as used in this Lease means only
the owner, or the mortgagee in possession, for the time being of the Property,
so that in the event of any sale of the Property, the said Landlord shall be and
hereby is entirely freed and relieved of any liability for performance of all
covenants and obligations of Landlord set forth to this Lease.

          41. MISCELLANEOUS. (a) Landlord reserves the right to decrease or
increase the size of the Building, and to build additional buildings or
improvements on the land, in which event Tenant's Share referred to in Par. 1(i)
shall be appropriately adjusted.

          (b) Landlord shall have the right, without incurring any liability to
Tenant or affecting this Lease, to change the arrangement and location of public
entrances, passageways, doors, corridors, elevators, stairs, toilets and other
pubic parts of the Property.

          (c) The submission of this Lease to Tenant shall not be deemed to be
an offer and shall not bind either party until duly executed by Landlord and
Tenant.

          (d) Landlord shall not be liable for consequential damages arising
from any negligence, tortious act, breach of any term, covenant or obligation
under this Lease, or any other act or omission affecting this Lease.

          (e) This Lease may be executed in counterparts, and when all
counterpart documents are executed, the counterparts shall constitute a single
binding instrument.

          (f) A determination by a court of competent jurisdiction that any
provision of this Lease or part thereof is illegal or unenforceable shall not
invalidate the remainder of this Lease or such provision, which shall continue
to be in effect.

          (g) Tenant shall not record this Lease or a memorandum hereof.

          (h) Tenant shall observe the rules and regulations set forth in the
Rules and Regulations Rider attached hereto, and such other reasonable rules and
regulations as Landlord may from time to time adopt, on written notice to
Tenant. Landlord shall not be obligated to enforce the rules and regulations
against any tenant, and Landlord shall not be liable for violation of same by
any tenant, or any of its employees or invitees.

          (i) In the event that at any time during the Term of this Lease,
Landlord shall have received an expression of interest from a bona fide third
party to lease space on the fifth floor of the Building (such space is
hereinafter referred to as the "Available Space"), provided that Tenant is in
possession of the Premises and not in default under the Lease and provided
further that Tenant's financial condition and credit-worthiness is not less than
on the date hereof, Landlord agrees that it shall notify Tenant in writing of
the availability of the Available Space and the term upon which Landlord
proposes the same to be leased. Tenant shall have a period of seven (7) business
days from the date of delivery of such notice within which to notify Landlord of
its election to lease the Available Space on the same terms and conditions
contained in Landlord's notice to Tenant. If Tenant elects to so lease such
Available Space, the Term of the Lease shall be extended for a period to expire
the later of five (5) Lease Years following the rent start date for the
Available Space, or the expiration date with respect to the Available Space. The
Annual Rent for the Sixth Floor Premises for such additional terra shall be at
the rates and on such schedule as is set forth on the Annual Rent Rider and
Extension Options Rider. If the additional term runs past the last Extension
Term, the Annual Rent for such post Extension Term period shall be at the same
rate as is then applicable to the Available Space. In the event Tenant does not
so notify Landlord of its election to lease the Available Space, Landlord shall
be free to lease the Available Space to such party as Landlord may elect upon
such terms as Landlord and any proposed tenant of the Available Space may agree
upon. Notwithstanding the foregoing, in the event Tenant elects to lease the
Available Space during the first twelve (12) calendar months of the Term, Tenant
shall do so in accordance with the same terms and conditions as are then in
effect under this Lease including the amount of Annual Rent payable


                                      -15-

<PAGE>

hereunder, and in such event, (i) Landlord shall improve the Available Space in
accordance with Landlord's Work Rider (the "Available Space Work") and Tenant
Improvement Allowance as set forth in said Landlord's Work Rider, and (ii) the
Terms of the Lease shall be extended for a period to expire five (5) Lease Years
after the date which shall be the date on which Tenant's Available Space Work is
substantially completed, at the rates and on such schedule as is set forth on
the Annual Rent Rider and Extension Options Rider.

          In the event Tenant elects to exercise the right to lease the
Available Space hereunder, a lease amendment shall be prepared to incorporate
the business terms in Landlord's notice to Tenant and such lease amendment shall
be executed by Tenant within five (5) business days of its receipt of the lease
amendment or Tenant's right to lease the Available Space shall, at Landlord's
option, be immediately rendered null and void without any requirement for notice
thereof.

          If Tenant shall not exercise its right to lease the Available Space in
accordance with this provision, Landlord shall not be required to offer the
Available Space to Tenant again. This option shall not be applicable during the
last Lease Year of the Initial Term, nor the last Lease Year of the first
Extension Term, unless Tenant has previously and properly exercised its option
to extend the Term as set forth in the Extension Options Rider. This option
shall not be applicable during the last two (2) Lease Years of the second
Extension Term in any event.

          THE RIDERS ENUMERATED IN PAR. 1(m) ABOVE ARE ATTACHED HERETO AND MADE
A PART OF THIS LEASE AS FULLY AS IF SET FORTH HEREIN AT LENGTH. The terms used
in the Riders have the same meanings set forth in this Lease. The provisions of
a Rider shall prevail over any provisions of this lease which are inconsistent
or conflict with the provisions of such Rider.

          IN WITNESS WHEREOF, the parties hereby have duly executed this Lease
as of the date first above set forth.

                                        LANDLORD:

WITNESS:                                BTCT ASSOCIATES, L.L.C.


/s/ Caroline Bonestia                   By: /s/ Manager
-------------------------------------       ------------------------------------
                                        Its: Manager


                                        TENANT:

ATTEST:                                 SYNCHRONOSS TECHNOLOGIES, INC.


    ---------------------------------   By: /s/ LAWRENCE R. IRVING
Its:                                        ------------------------------------
     --------------------------------   Its: LAWRENCE R. IRVING
                                             C.F.O.


                                      -16-

<PAGE>

                                ANNUAL RENT RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          The Annual Rent payable by Tenant to Landlord during the Term shall be
in the amounts and for the Lease Years and payable in the monthly installments
as follows:

<TABLE>
<CAPTION>
Lease Years     PSF    Monthly Installment   Annual Amount
-----------   ------   -------------------   -------------
<S>           <C>      <C>                   <C>
    1-5       $23.50        $41,418.75        $497,025.00
</TABLE>

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -17-

<PAGE>

                             EXTENSION OPTIONS RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          1. GRANT OF OPTIONS. Subject to the provisions of Section 3 of this
Rider, Landlord hereby grants to Tenant two (2) options (the "Options") to
extend the Term following the expiration of the original term hereof (the
"Initial Term") for one (1) additional term of five (5) years each (the
"Extension Terms").

          2. EXERCISE OF OPTIONS. The Options shall be exercised only by written
notice (the "Extension Notice") delivered to Landlord in accordance with Par. 33
of the Lease not more than twelve (12) nor less than nine (9) months before the
expiration of the Initial Term, or preceding Option Term, as the case may be.
Time shall be of the essence with respect to delivery of the Extension Notice
and if Tenant fails to deliver the Extension Notice within the specified time
period, the Option shall lapse, and Tenant shall have no right to extend the
Term.

          3. CONDITIONS PRECEDENT TO OPTIONS. The Options shall be exercisable
by Tenant and the Lease shall continue for the Extension Term provided both of
the following conditions are satisfied:

          (a) At the time Landlord receives the Extension Notice and at the
commencement of the Extension Term, Tenant shall not be in default under any of
the provisions of the Lease.

          (b) At the time Landlord receives the Extension Notice and at the
commencement of the Extension Term, the Tenant named in Par. 1(b) of the Lease
shall not have assigned the Lease or sublet any portion of the Premises, except
as permitted in Par. 16(a) of the Lease.

          4. EXTENSION TERM PROVISIONS. The Extension Term(s) shall be on all of
the same terms and conditions set forth in the Lease and applicable to the
Initial Team, except Tenant shall have no further option to extend the Term
following the second Extension Term, and the Annual Rent payable by Tenant for
the Extension Terms shall be as follows:

<TABLE>
<CAPTION>
Lease Years     PSF     Monthly Installment   Annual Amount
-----------     ---     -------------------   -------------
<S>           <C>       <C>                   <C>
    6-10      $26.32         $46,389.00        $556.668.00
   11-15      $29.48         $51,958.50        $623,502.00
</TABLE>

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -18-

<PAGE>

                              REAL ESTATE TAX RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          Tenant shall pay as Additional Rent the Tenant's Share referred to in
Par, l(i) of the Lease of all real estate taxes assessed against the Property
for any tax fiscal year which occurs wholly or partially during the Term of this
Lease in excess of the real estate taxes assessed against the Property for the
tax fiscal year referred to in Par. l(j) (the "Base Tax Year") (such Additional
Rent is hereinafter called the "Tax Rent"). The term "real estate taxes" shall
mean (i) any tax or assessment levied, assessed or imposed at any time by any
governmental authority on or against the Property or any part thereof; (ii) any
assessment for public betterments or improvements levied, assessed or imposed
upon or against the Property; (iii) any legal fees and other costs incurred by
Landlord in connection with evaluating and/or contesting the assessed valuation
of the Property for real estate tax purposes; and (iv) any tax levied, assessed
or imposed at any time upon or against the receipt of income or rents or any
other tax upon Landlord as a substitute or supplement in whole or in part for a
real estate tax or assessment. Real estate taxes for any tax fiscal year
beginning before the Commencement Date or terminating after the Expiration Date
shall be apportioned so that Tenant shall pay only such portion of the increase
in real estate taxes as shall be attributable to the portion of such tax fiscal
year occurring during the Term of this Lease. The term "real estate taxes" shall
not include income taxes, estate taxes, or inheritance taxes.

          Tenant shall pay its Tax Rent in monthly installments on the first day
of each month on an estimated basis as determined by Landlord. Landlord may
adjust such estimate at any time and from time to time based upon Landlord's
anticipation of the real estate taxes which may be assessed against the
Property. At any time after the real estate taxes for any tax fiscal year shall
be fixed by the appropriate governmental authorities, Landlord shall deliver to
Tenant a statement setting forth the actual real estate taxes assessed against
the Property for such tax fiscal year, the amount paid by Tenant as Tax Rent on
account thereof, Tenant's Share of such real estate taxes, and the amount due to
or from Tenant. If Tenant has paid less than the actual amount due, Tenant shall
pay the difference to Landlord within ten (10) days after Landlord's request
therefor. Any amount paid by Tenant which exceeds the actual amount due shall be
credited to the next succeeding payments due as Tax Rent hereunder, unless the
Term has then expired in which event such excess amount shall be refunded to
Tenant within thirty (30) days after delivery of such statement.

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -19-

<PAGE>

                             OPERATING EXPENSE RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          Tenant shall pay as Additional Rent Tenant's Share referred to in Par.
l(i) of the Lease of the expenses of the Property for any calendar year,
beginning January 1, 2006, which occurs wholly or partially during the Term of
this Lease in excess of the expenses of the Property for the calendar year
referred to in Par. 1(k) of the Lease (the "Base Expense Year") (such
Additional Rent is hereinafter called the "Expense Rent"). The term "expenses"
shall mean all costs incurred by Landlord in connection with the operation,
maintenance, care and repair of the Property, including, but not limited to,
gardening and landscaping; snow removal; repairing, resurfacing or repaving the
parking areas, roads or driveways on the Property, premiums for fire and other
casualty insurance, rent insurance, liability insurance, workers compensation
insurance and other insurance with respect to the Property; wages, medical
insurance, pension payments and other fringe benefits of all employees servicing
the Property; payroll taxes; labor and materials for repairs and replacements
for the Building and other improvements on the Property; trash removal;
cleaning; service contracts; electricity, gas, water, sewer and other utility
charges and rents; fuel oil; painting; security; professional fees;
administrative expenses; management fees; and alterations and improvements made
by reason of governmental or insurance company requirements. The term "expenses"
shall include capital improvements provided, however, that the cost for any
capital improvement to the Premises or the Property shall be included as an
expense and amortized over a useful life period, as determined by generally
accepted accounting principles, with an interest factor equal to ten (10%)
percent per annum, and Tenant shall only be obligated to pay Tenant's Share of
the amortized portion of such cost applicable to the Term or any renewal
thereof. If the Commencement Date is other than the first day of a calender
year, or the Expiration Date is prior to the last day of a calendar year, the
Expense Rent shall be apportioned so that Tenant shall pay only such portion of
the expenses of the Property attributable to such calendar year occurring during
the Term of this Lease.

          In the event the Building is less than ninety (90%) percent occupied
during the Base Expense Year, the expenses of the Property for the Base Expense
Year shall be appropriately adjusted so that the operating expenses of the
Property shall reflect such expenses as would have been incurred if the Building
was ninety (90%) percent occupied.

          Notwithstanding anything herein to the contrary, if snow plowing
expenses for the Base Expense Year shall exceed the cost of plowing two (2)
snowfalls of not more than two (2) inches each, said snow plowing expenses for
the Base Expense Year shall be appropriately adjusted so that the amount thereof
shall reflect such expenses as would have been incurred if there had been two
(2) snowfalls of not more than two (2) inches each (the "Base Snowplowing
Expense"). In addition to Tenant's obligation to pay Tenant's Share of
snowplowing costs in excess of the snowplowing costs for the Base Expense Year,
Tenant shall also pay Tenant's Share of all snowplowing costs for the Base
Expense Year which exceed the Base Snowplowing Expense.

          Notwithstanding anything herein to the contrary, the term "expenses"
shall not include the following items: (i) leasing commissions; (ii) salaries
for executives above the grade of Building manager, (iii) advertising,
marketing, and promotional expenditures; (iv) legal fees for lease negotiations
and disputes with tenants; and (v) auditing fees, other than auditing fees
reasonably incurred in connection with (x) the maintenance and operation of the
Building, or (y) the preparation of statements required pursuant to additional
rent or lease escalation provisions.


                                      -20-

<PAGE>

          Tenant shall pay its Expense Rent in monthly installments on the first
day of each month on an estimated basis as determined by Landlord. Landlord may
adjust such estimate at any time and from time to time based upon Landlord's
experience and anticipation of costs. After the end of each calendar year during
the Term, Landlord shall deliver to Tenant a statement setting forth, the actual
expenses of the Property for such calendar year, the amount paid by Tenant as
Expense Rent on account thereof, Tenant's Share of such expenses, and the amount
due to or from Tenant. If Tenant has paid less than the actual amount due,
Tenant shall pay the difference to Landlord within ten (10) days after
Landlord's request therefor. Any amount paid by Tenant which exceeds the amount
due shall be credited to the next succeeding payments due as Expense Rent
hereunder, unless the Term has then expired to which event such excess amount
shall be refunded to Tenant within thirty (30) days after delivery of such
statement.

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -21-

<PAGE>

                            LANDLORD'S SERVICES RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          1. MAINTENANCE AND REPAIRS BY LANDLORD. Landlord shall make necessary
repairs to the roof, foundation and exterior walls of the Building and any
load-bearing interior walls of the Premises, the parking areas, access roads and
driveways, and all components of the electrical, mechanical, plumbing, heating
and air-conditioning systems and facilities located on Property which are used
in common by tenants of tie Building, provided, however, if any such repair is
necessitated by the act or omission of Tenant or any of its employees or
invitees, such repair shall be at the expense of Tenant.

          2. SNOW REMOVAL. Landlord shall arrange for removal of accumulations
of snow and ice from the drives, parking areas and walkways of the Property. If
requested by Landlord, to facilitate snow removal work, Tenant and its employees
and invitees shall park vehicles only in areas designated by Landlord.

          3. LANDSCAPE MAINTENANCE. Landlord shall maintain landscaping in the
Common Area of the Building and Property.

          4. WATER SERVICE. Landlord shall cause the applicable public utility
company to provide to the Building water in quantities sufficient for lavatory
facilities, drinking fountains and incidental kitchen uses. If Tenant uses water
for any purposes other than those for which Landlord is required to provide
water in unusual quantities, Tenant shall pay to Landlord as Additional Rent the
cost of such usage as determined by Landlord within ten (10) days after
Landlord's request therefor. At Landlord's option, and at Tenant's expense, a
separate water meter or check meter may be installed or survey made to determine
Tenant's water usage. If there shall be such water usage without Landlord's
consent, Landlord may require Tenant to cease such water usage, and Landlord may
suspend the supply of water to the Premises until Tenant so ceases its water
usage.

          5. CLEANING. Landlord shall clean the Premises substantially in
accordance with the following:

          All carpeting shall be vacuumed nightly. Carpet shampooing is
excluded.

          Dust furniture nightly.

          Empty and dust all waste receptacles nightly and remove from the
Premises waste paper and waste materials incidental to normal office usage.

          Empty wastepaper baskets and clean ashtrays and sand urns rightly.

          Dust telephones as required.

          6. HEATING, VENTILATING AND AIR CONDITIONING.

          (a) Landlord shall provide in the Building a heating, ventilation and
air conditioning system to furnish heating, ventilation and air conditioning to
the Premises.


                                      -22-

<PAGE>

          (b) Tenant shall at all times cooperate fully with Landlord and abide
by all the regulations and requirements which Landlord may prescribe for the
proper functioning and protection of its ventilating, heating and air
conditioning system and shall keep operable peripheral windows (if any) closed
and use white Venetian blinds to keep direct sunlight from entering the
Premises,

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -23-

<PAGE>

                                  ENERGY RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          1. TENANT ELECTRIC. "Tenant Electric" is all electric consumed by
Tenant in connection with Tenant's occupancy of the Premises including but not
limited to electric for lighting, office machinery, equipment, and all other
appliances, machinery, equipment and systems Tenant uses in connection with the
occupancy of the Promises. Tenant Electric does not include electric for the
building heating, ventilating and air-conditioning system.

          2. TENANT ELECTRIC USAGE. Tenant shall pay Landlord as Additional Rent
the cost of Tenant Electric ("Energy Rent") based upon, a separate submeter or
check meter installed by Landlord as part of the Allowance (as defined in the
Landlord's Work Rider) to determine Tenant's electrical consumption.

          (i) For the purpose of this Lease, the average kilowatt hour cost of
electric during the first Lease Year and each Lease Year thereafter shall be
determined by dividing Landlord's total cost of electricity charged by the
utility company (including rate, fuel adjustments, demand charges, applicable
taxes and any other charges the utility company may impose) by the total
kilowatt hours of electric consumed, the result of which shall be the average
kilowatt hour cost for such Lease Year. Since the current kilowatt-hour cost of
electric will not be available for any Lease Year until after such Lease Year,
Landlord may estimate such kilowatt-hour cost for the year and estimate the
charges subject to adjustment as provided in Paragraph 2(ii) of this Rider; and

          (ii) Tenant shall pay its Energy Rent in monthly installments on the
first day of each month on an estimated basis as determined by Landlord.
Landlord may adjust such estimate at any time and from time to time based upon
Landlord's experience and anticipation of the costs of electricity used in
connection with the Property. After the end of such calendar year during the
Term, Landlord shall deliver to Tenant a statement setting forth the amount of
Energy Rent payable by Tenant for such calendar year, the amount paid by Tenant
as Energy Rent on account thereof, and the amount due to or from Tenant. If
Tenant has paid less than the actual amount due, Tenant shall pay the difference
to Landlord within ten (10) days after Landlord's request therefor. Any amount
paid by Tenant which exceeds the amount due shall be credited to the next
succeeding payments due as Energy Rent hereunder, unless the Term has then
expired in which event such excess amount shall be refunded to Tenant.

          3. GENERAL CONDITIONS. Tenant shall not maintain or install in the
Premises any fixture or equipment requiring electric power in excess of 1800
volt-amperes without Landlord's prior written consent. Tenant's total connected
load, exclusive of HVAC service, shall not exceed three (3) volt-amperes per
square feet. Tenant shall not maintain or install in the Premises any fixture,
equipment or systems which, will overload the feeders, risers or require
additional wiring without Landlord's consent. The Landlord shall have no
responsibility for failure to supply the electricity when prevented from doing
so by strikes, repairs, necessary alterations or necessary improvements or by
reason of the failure of the public utility to furnish electric current, or for
any cause beyond the Landlord's reasonable control, or by order or regulation of
any federal, state, county or municipal authority. The Landlord's


                                      -24-

<PAGE>

obligation to furnish electricity shall not be deemed breached nor shall thereby
any abatement in rent or any liability on the part of the Landlord to the Tenant
for failure to furnish electricity. In no event shall landlord be obligated to
increase the existing electrical capacity of any portion of the building's
system, nor to provide any additional wiring or capacity to meet the Tenants
additional requirements.

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -25-

<PAGE>

                           RULES AND REGULATIONS RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

          Landlord hereby promulgates the following Rules and Regulations with
respect to the Property;

          1. The roads, driveways, parking areas, sidewalks, entrances,
elevators, stairways and halls shall not be obstructed by any tenant or used for
any purpose other than for ingress to and egress from such tenant's leased
premises. No tenant shall store on a temporary or permanent basis any of its
property (including waste receptacles) outside of its leased premises.

          2. No tenant shall use or keep any foul or noxious gas or substance in
its leased premises, or permit its leased premises to be used in a manner
offensive or objectionable to Landlord or other tenants of the Building by
reason of noise, odors or vibrations. No animals or birds shall be kept on the
Property.

          3. No sign, advertisement, notice or other lettering (however worthy
the cause might be) shall be exhibited, inscribed, painted or affixed by any
tenant on any part of the outside of its leased premises or the Building, or
anywhere on the exterior of the Property, or on the inside of its leased
premises which is visible from the outside of the premises, without the consent
of the Landlord, except as provided in the Lease.

          4. No smoking is permitted in any part of the Building. Smoking is
also prohibited in the front of the Building and at the rear entrance to the
Building. Smoking is only permitted outside at the loading dock area. Any
violation of this smoking policy may result in a $50.00 charge per occurrence to
the Tenant employing an individual violating this smoking policy.

          5. If a tenant installs any additional looks or changes the locks on
any of the entrance doors or interior doors of its leased premises, Tenant shall
provide to Landlord duplicate keys to such locks. (All lock cylinders in doors
into the Premises shall work with Landlord's master keying system.)

          6. Tenant shall not install any window coverings other than Venetian
blinds as specified by Landlord.

          7. No tenant shall place a load upon any floor of its leased premises
exceeding the floor load per square foot area which it was designed to carry and
which is allowed by law. Landlord reserves the right to prescribe the weight and
position of all safes, office machines, other machines and mechanical equipment.
Such installations shall be placed in locations is the leased premises and in
such manner sufficient to absorb and prevent vibration, noise and annoyance.

          8. Freight, furniture, equipment, supplies, merchandise and bulky
matter shall be delivered to and removed from the leased premises only on the
elevator designated therefor by Landlord, only through the entrances and
corridors designated by Landlord, and only during the hours and in the manner
prescribed by Landlord. The persons engaged by any tenant for such work shall be
reasonably acceptable to Landlord.


                                      -26-

<PAGE>

          9. No tenant shall bring or keep in its leased premises any
inflammable, combustible or explosive fluid, material, chemical or substance, or
cause any odors of cooking or other processes, or any objectionable odors to
permeate in or emanate from its leased premises.

          10. There is a $25.00 charge for the reprogramming of any access card,
a $50.00 charge for a new access card, and a $25.00 charge for any lost or
damaged access card. There is a $25.00 charge for each individual reprogramming
of the Sentex access system and a $50.00 charge, per pair of doors, for each
change in door locking schedule not set forth in an annual schedule. If alarmed
doors are opened for a non-emergency, Tenant shall be assessed a $150.00 charge
per occurrence.

          11. Employees (whether full time or part time) of Tenant, and
independent contractors regularly employed by Tenant and based at the Premises,
parking in spaces designated for visitors will result in a $50.00 charge to
Tenant per car per day.

          12. No doors opening onto common areas of the Building shall be
permitted to be propped-open except on a temporary, as-needed basis for the
moving of furniture, supplies or equipment only.

          13. No pallets shall be left in the common areas. No pallets shall be
disposed of in the common dumpsters. The storage and proper disposal of such
pallets shall be the sole responsibility of the tenant receiving goods on such
pallets. All cardboard waste shall be segregated by Tenant and broken down as
directed by Landlord.

          14. Each of the above charges are subject to increase from time to
time.

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -27-

<PAGE>

                              LANDLORD'S WORK RIDER

Date of Lease: MAY 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Routs 202
               Bridgewater, New Jersey

          1. LANDLORD'S WORK. Tenant shall, at its cost and expense, provide
Landlord with a full set of construction documents, including specifications and
signed and scaled plans (the "Plans and Specifications"), for work to be
performed in order to render the Premises ready for Tenant's occupancy thereof.
The Plans and Specifications shall be subject to Landlord's approval, such
approval not to be unreasonably withheld. Landlord shall approve or disapprove
of the Plans and Specifications within ten (10) business days of receipt. If
Landlord disapproves of the Plans and Specifications, Tenant shall address
Landlord's objections and resubmit the Plans and Specifications to Landlord
within five (5) business days of Landlord's disapproval of same. The foregoing
procedure shall be followed until such time as Landlord approves the Plans and
Specifications. In the event that a complete set of Plans and Specifications
have not been submitted in good faith by Tenant to Landlord within thirty (30)
days from the date hereof, the Commencement Date shall advance one day for each
day thereafter until such Plans and Specifications are submitted. Landlord
shall, subject to the Tenant Improvement Allowance (as hereinafter defined),
perform the work shown the Plans and Specifications prepared by Tenant and
approved by Landlord (the "Landlord's Work").

          2. TENANT IMPROVEMENT ALLOWANCE. (a) Notwithstanding anything to the
contrary herein, Landlord shall make a cash contribution (the "Allowance") in
the amount of up to $32.50 per rentable square foot of the Premises, for use by
Landlord for all costs related to Landlord's Work, including, but not limited
to, all costs for architectural, engineering and design services, furnishing and
installing a sub or check meter to measure Tenant's electrical consumption,
field supervision, general conditions, and all costs for obtaining the necessary
governmental permits and approvals to perform Landlord's Work. Tenant shall be
permitted to apply any unused portion of the Allowance towards moving expenses,
provided such amount shall not exceed $20,000. Landlord shall retain ten (10%)
percent of the total Allowance for its overhead and ten (10%) percent of the
total Allowance for its profit. Landlord shall obtain bids from two (2)
subcontractors for the work to be performed by each major trade. Landlord shall
award the work to the lowest responsible bidder.

          (b) If and to the extent that the total aggregate costs of Landlord's
Work exceeds the amount of the Allowance, such excess amount shall be paid by
Tenant to Landlord prior to Tenant's occupancy for the Additional Space.
Landlord shall not be obligated to deliver possession of the Premises to Tenant
until such time as said payment is made; however, in no event will the
Commencement Date be delayed as a result thereof.

          3. LANDLORD'S BASE BUILDING WORK. Landlord shall, at it's sole cost
and expense, furnish and install the following based on an open plan and
ordinary hazard occupancy:

               1)   HVAC with main trunk and associated branch ductwork.

               2)   Fire sprinkler mains, branches, drops and heads on a
                    standard grid at 9' finished ceiling height.

          4. TENANT'S CONSTRUCTION REPRESENTATIVE. Upon execution of the Lease,
Tenant shall designate an individual to serve as Tenant's Construction
Representative. Such designation may be changed at any time in accordance with
the notice provision of the Lease, but only one (1) individual may be so
designated at any one time. Tenant's Construction Representative


                                      -28-

<PAGE>

shall be the only individual authorized to communicate with Landlord regarding
Tenant's Work and to make decisions regarding the Plans and Specifications and
Tenant Extras.

          5. TENANT EXTRAS. Tenant may request any change, addition or
alteration In Landlord's Work set Forth in the Plans and Specifications, subject
to the reasonable approval of Landlord ("Tenant Extras"). Substitutions of
materials in place of materials set forth in the Plans and Specifications and
additions of quantities of materials in excess of quantities of materials set
forth on the Plans and Specifications shall be deemed Tenant Extras. Tenant
agrees to pay for Tenant Extras based on Landlord's cost therefore, including
field supervision, together with ten (10%) percent of such cost for Landlord's
overhead plus ten (10%) percent of such sum for Landlord's profit ("Landlord's
Charges"). Tenant shall pay to Landlord Landlord's Charges for Tenant Extras as
Additional Rent within thirty (30) days after Landlord's request therefor.

          6. TENANT DELAY. Landlord shall not be required to proceed with the
Landlord's Work or Tenant Extras unless and until Landlord receives payment of
Landlord's Charges requested by Landlord. Tenant shall be responsible for, and
pay any and all expenses incurred by Landlord in connection with any delay in
the commencement or completion of the Landlord's Work or Tenant Extras, and any
increase in the cost of the Landlord's Work or Tenant Extras, caused by (i)
Tenant's requirement of Tenant Extras; (ii) the postponement of any of the
Landlord's Work required to perform Tenant Extras; (iii) any other delay
requested or caused by Tenant; (iv) Tenant's failure to promptly pay Landlord's
Charges; (v) Tenant's failure to promptly pay Landlord's charges; (vi) Tenant's
selection of materials not available for immediate delivery; and (vii) the
request of Tenant to hold any portion of the Landlord's Work in abeyance.

          7. MISCELLANEOUS. (a) The Landlord's Work shall be performed by
Landlord in a good and workmanlike manner.

          (b) Upon substantial completion of the Premises, Landlord shall notify
Tenant and Landlord's and Tenant's Contraction Representative shall together
inspect the Premises and prepare a so-called punchlist of items to be completed
and Landlord shall diligently proceed to complete such items. Landlord shall not
be responsible for any damage or destruction caused by Tenant or Tenant's
contractor. The existence of punchlist items shall not delay the Commencement
Date of the Term of this Lease.

          (c) In the event that Landlord's cost to perform Landlord's Work (the
"Construction Costs") shall exceed the Allowance, Tenant shall have the right,
at its sole cost and expense, to audit the Construction Costs to verify the
accuracy thereof provided that: (i) Tenant is not in default in its obligations
under the Lease and Tenant has paid all amounts which Landlord claims are due
for Construction Costs in excess of the Allowance (the "Excess Construction
Costs"); (ii) Tenant shall conduct such audit within thirty (30) days following
Tenant's receipt of Landlord's invoice for the Excess Construction Costs; (iii)
such audit shall be conducted at the office where Landlord maintains its records
and only after Tenant gives Landlord at least ten (10) days prior written
notice; (iv) such audit shall be conducted by a certified public accountant on a
non-contingent fee basis only; and (v) such audit shall be conducted only during
the hours of 10:00 a.m. and 4:00 p.m., Monday through Friday on the lOth through
25th day of the month. Tenant shall deliver to Landlord a copy of the results of
such audit within twenty (20) days following Tenant's receipt of Landlord's
invoice for the Excess Construction Costs. No audit shall be conducted at any
time that Tenant is not current with any payments required under the Lease (even
as to any disputed amount) or is in default under the Lease. No subtenant or
assignee shall have the right to conduct such an audit. Tenant shall keep the
results of such audit strictly confidential and shall not disclose same to any
other person. In the event that Tenant's audit alleges that an error was made by
Landlord, Landlord shall have thirty (30) days following receipt of the results
of such audit to obtain an audit from an accountant of Landlord's choice, at
Landlord's cost and expense, or Landlord shall be deemed to have accepted the
results of Tenant's audit. In the event that Landlord's accountant and Tenant
shall be unable to reconcile the results, Landlord and Tenant shall mutually
select another accountant whose determination shall be conclusive. The cost of
any such accountant shall be shared equally between Landlord and Tenant. If it
is determined that Tenant has paid any amount of Excess Construction Costs in
excess of the amount due, such excess amount shall, at Landlord's option, be
credited to the next succeeding payments due as rent under the Lease, or be
refunded to Tenant within thirty (30) days after the date of such determination.


                                      -29-

<PAGE>

          8. DEFAULT. A default under the Rider shall be a default under the
Lease and shall entitle the Landlord to any remedies under the Lease
(notwithstanding that the Term has not commenced).

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant


                                      -30-

<PAGE>

                             SIXTH FLOOR PLAN RIDER

Date of Lease: May 11th, 2004

Landlord:      BTCT Associates, L.L.C.

Tenant:        Synchronoss Technologies, Inc.

Premises:      Sixth Floor
               750 Route 202
               Bridgewater, New Jersey

                                  (FLOOR PLAN)

                                        Initials:


                                        /s/ Landlord
                                        ----------------------------------------
                                        Landlord


                                        /s/ Tenant
                                        ----------------------------------------
                                        Tenant