OFFICE SERVICE AGREEMENT

THIS  AGREEMENT IS MADE THIS 17 DAY OF DECEMBER,  1999, BY AND BETWEEN  VANTAS -
FREEHOLD  ("CENTER")  HAVING  OFFICES  KNOWN AND  NUMBERED  AS SUITE  1000 ("the
Facility")  in the building  located AT 4400 ROUTE 9 SOUTH,  FREEHOLD,  NJ 07728
(THE  "BUILDING")  AND IMPACT  SOLUTIONS  INCORPORATED,  A DELAWARE  CORPORATION
("CLIENT") A(N) (CORPORATION,  PARTNERSHIP,  INDIVIDUAL) WITH AN ADDRESS OF 4400
ROUTE 9 SOUTH, FREEHOLD, NEW JERSEY 07728 FOR A TERM OF 24 MONTHS, COMMENCING OF
THE 1ST day of FEBRUARY,  2000 AT 9 A.M. (THE "COMMENCEMENT DATE") AND ENDING ON
THE 31ST DAY OF JANUARY,  2002 at 5 p.m. (the "Initial  Term") unless renewed in
accordance with Paragraph 3.

         In  consideration  of the foregoing the parties for  themselves,  their
heirs, legal representatives, successors and assigns, agree as follows:

1.       CENTER'S OBLIGATIONS.

a.       Subject to the terms and  conditions of this  Agreement,  Center hereby
         agrees to provide  Client for the Term (as defined  below in  Paragraph
         3): (a) the exclusive use of Furnished Private Office(s)  number(s) 38,
         39,  40,  41,  located  in  the  Facility  (the  "Premises");  and  (b)
         non-exclusive use of the following services:

         o    Furnished, Decorated Reception Room with Professional Receptionist

         o    Personalized Telephone Answering During Office Hours

         o    24 hour Voicemail

         o    12 hours of Conference  Room per month subject to prior scheduling
              and use by other Clients

         o    Corporate Identity on Lobby Directory where Available

         o    Receipt of Mail and Packages

         o    Complete Kitchen Facilities with Coffee Service

         o    Utilities and Maintenance

         o    HVAC During Normal Business Hours

         o    Janitorial Services

         o    8  hours  per  month  courtesy  use  of  other  VANTAS  affiliated
              facilities.  Locations   subject   to   current  affiliation   and
              availability.



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         o    CLIENT  SHALL  HAVE  24  HOUR ACCESS, 7 DAYS A WEEK TO CENTER WITH
              SECURITY ACCESS CODE BEING USED AFTER NORMAL BUSINESS HOURS.

b.       If, for any reason, Center cannot deliver possession of the Premises to
         Client on the  Commencement  Date,  this  Agreement will remain in full
         force and effect;  however,  there will be an  abatement of the Monthly
         Office Charge for the period between the Commencement Date and the date
         that the Premises are delivered to Client.

2         USE.

THE PREMISES  WILL BE USED BY CLIENT  SOLELY FOR (GENERAL  SALES) and each other
normally  incident uses and for no other purposes in strict  accordance with the
Operation  Standards,  which are  annexed  hereto as Schedule A. Client will not
offer at the  Premises  any  services  which  Center  provides  to its  Clients,
including,  but not limited to those  services  described in Paragraph 1. Client
will  not make  nor  permit  to be made  any use of the  Premises,  Facility  or
Building which would ?? any of the terms of this Agreement or which, directly or
indirectly,  is forbidden by law, rule or regulation,  which may be dangerous to
life,  limb or property or which could in any way impair,  interfere  or tend to
impair or interfere with the high quality character, reputation or appearance of
the Building or the Facility or with any services performed by Center for Center
or for others.  The foregoing  provisions  will also apply to Client's Users (as
defined in Paragraph 9).

3.       RENEWAL.

Upon expiration of the Initial Term and on any subsequent  renewal term (each, a
"Renewal  Term"  and  together  with  the  Initial  Term,  the  "Term")  of this
Agreement,  the Agreement  automatically will be extended for the same period of
time as the  Initial  Term and upon the same  terms  and  conditions  as  herein
contained  except for the amount of the  Monthly  Office  Charge (as  defined in
Paragraph 1) then in effect, which will each be increased by seven percent (7%),
unless either party notifies the other in writing within the period  hereinafter
specified that the Agreement will not be extended. If Client has less than three
offices,  such  notice  will be given  at least  sixty  (60)  days  prior to the
expiration  of the  Initial  Term of the  Renewal  Term,  as the case may be. If
Client has three or more offices, such notice will be given at least ninety (90)
days prior to the  expiration  of the Initial Term OR the renewal  term,  as the
case  may be.  HOWEVER,  VANTAS  SHALL BE  OBLIGATED  TO SEND A LETTER 5 DAYS IN
ADVANCE OF SUCH NOTICE PERIOD.

4.        MONTHLY OFFICE CHARGE.

a.       For and during the Term of this  Agreement,  Client will pay to Center,
         on or before the first day of each month after the  Commencement  Date,
         the sum  $3625.00  as  Monthly  Office Charge  (subject  to increase in
         accordance  with Paragraph 3 above) for the Premises. If any payment of
         Monthly  Office Charge or other charge  due under this Agreement is not
         received  within five (5) calendar days after its due date,  the Client
         will also pay,  in addition to Monthly  Office  Charge,  a late payment
         charge  which  will  be  an amount  equal to ten  percent  (10%) of any
         amount owed to Center  or  fifty dollars ($50.00) whichever is greater,
         however, Vantas shall send written late notice  and  will afford 5 days
         from receipt of late payment before late charge is accessed.

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         The financial   terms of this Agreement are strictly  confidential  and
         Client agrees  not to knowingly or willfully  divulge this  information
         to any other Client or potential Client of Center.

b.       The Monthly  Office Charge payable during the Term of this Agreement is
         subject to increase following notification of any increase in the rent,
         operating  expenses or taxes which the Center might  receive  under the
         Main Lease (as defined in  Paragraph  20),  including  any  increase in
         respect of past periods  under the Term.  Center will  promptly  notify
         Client in writing of any such  increase,  and will bill  Client for its
         pro rata share  thereof.  The monthly  office charge shall be capped at
         $50.00 per month.

c.       The  Monthly  Office  Charge  is based  on the  value of the use of the
         Premises and services to be used by 1 person per office, except #39 can
         be used for 2 person(s)  only.  If more than said  number of  person(s)
         regularly use the Premises or services,  the Monthly Office Charge will
         be increased in an amount equal to One Hundred Fifty Dollars ($150) for
         each such additional person.

d.       If a Client  check  is  returned  for any  reason,  Client  will pay an
         additional  charge of One Hundred Dollars ($100.00) per returned check,
         and for the purpose of considering default and/or late charges, it will
         be as if the payment  represented  by the returned check had never been
         made.

5.       REFUNDABLE RETAINER.

A.       Client  will  deposit with center,  $3625.00  representing  one month's
         rent;  however  if any payment due hereunder shall be late more than 10
         days,  then  the   balance  of the  security  deposit  shall be due and
         payment  immediately,   which is $3625.00  representing  a second month
         security,  in good or   certified  funds,  as a  non-interest,  bearing
         refundable retainer, however if client is late in invoice  payment  one
         time an  additional month security will be required. Center may use the
         refundable  retainer   to   cure  any  default  of  Client  under  this
         Agreement,  to restore the Premises,  including any and all  furniture,
         fixtures and  equipment, provided  by  Center to its original condition
         and configuration,  reasonable  wear  and  tear  expected,  to  pay for
         repairs  to  any  damage  to  the Premises,  Facility and/or  Building,
         caused by Client or Client's guests,  or  to  pay  any  Monthly  Office
         Charge or other  charges  that Client  owes  Center  at or prior to the
         expiration  of the Term of this  Agreement.

b.       The  refundable  retained  (less any sums used by Center in  accordance
         with the terms  and  conditions  of this  Agreement)  will be  retained
         within sixty (60) days after the  termination of any services  rendered
         or  expiration  of the Term.  Client may not direct or request that the
         refundable  remainder  be  applied in lieu of the final  payment(s)  of
         Monthly Office Charge or services charges under this Agreement.

c.       In the  event  that  Center  applies  any of  the  refundable  retainer
         deposited  pursuant  to this  Agreement,  Center will have the right to
         charge the  Client,  and Client  will pay,  in  addition to any Monthly
         Office  Charge,  such sums as are  necessary  to cause  the  refundable
         retainer to be returned to its entire original amount.

<PAGE>

6.       SERVICES.

a.       Provided Client is not if default of this  Agreement,  Center will make
         available certain services to client as more particularly  described in
         Paragraph 1. Charges for such  services will be included as part of the
         Monthly Office Charge.

b.       Client  shall pay a monthly  amount  equal to $125.00 in respect of the
         monthly service  package (the "Monthly  Service  Package").  Payment of
         such amount will be on the same terms and conditions as those governing
         the payment of the Monthly Office Charge.  The Monthly Services Package
         will entitle the Client to receive  upon request and  aggregate of four
         hours per month of clerical  and/or word  processing  services from the
         center.

c.       In addition to  the Monthly Service Package, upon request,  Center will
         make   available  to Client  additional  services  as  Center  may make
         generally  available,  the charges for which will be established as per
         Center's   then schedule  rates as  determined  by Center.  Payment for
         these  services  will  be subject to the same terms and  conditions  as
         those governing the payment  of the Monthly Office Charge.  Center will
         have no obligation to provide  such services if Client is in default of
         this Agreement or if the  anticipated  charges exceed the amount of the
         refundable  retainer.   When providing  services to Client that involve
         third parties, Center will  have the right to require Client to pay, or
         to reimburse  Center for,  the fees and expenses of such third party in
         advance.

7.       TELEPHONE SERVICES.

a.       Provided Client is not in default of this  Agreement,  Center will make
         available to Client a telecommunication  package,  the charges ?? which
         will be established as per Center's ?? scheduled rates as determined by
         Center.  Payment for these  services  will be subject to the same terms
         and  conditions as those  governing  the payment of the Monthly  Office
         Charge.  All telephone  numbers used by Client will remain at all times
         the  property  of  Center  and  Client  will  acquire  no rights in the
         components of the telecommunications package whatsoever.

b.       Client  hereby  agrees to  indemnify,  hold  harmless  and to reimburse
         Center for all charges  associated with (1) any toll fraud traceable to
         telecommunications services provided by Center to Client including, but
         not limited to,  unauthorized  use of calling cards or telephone lines,
         and (2) any advertising  costs of Client involving the telephone number
         assigned to it, including, without limitation, yellow pages advertising
         (it being understood that Center is under no obligation to procure such
         advertising  and that any such  advertising  Client is  subject  to the
         Operations Standards.)

c.       It is  expressly  acknowledged  and agreed that center will be the sole
         and exclusive provider of telecommunication  services to Client. Client
         hereby  agrees and covenants  that it will not use any other  telephone
         service or telephone carrier to provide it service in the Premises.

d.       Center  shall  not  be  liable  for  any  interruption  or error in the
         performance  of  its  services to  Client  under  this  Paragraph  "7."


<PAGE>

         Client  waives any recourse  against  Center arising from the provision
         of such  services, including, without limitation, any claim of business
         interruption  or for any indirect,  incidental,  special, consequential
         or  punitive   damages,  except  for  claims  arising  out  of  willful
         misconduct by Center.

8.       LIMITATION OF LIABILITY/INSURANCE.

a.       Client  will  indemnify and hold  harmless  Center from and against any
         loss, damage,  injury, liability or expense to or of person or property
         occasioned  by  or  resulting  from any willful  misconduct  or grossly
         negligent act on  the part of Client or Client's Users. Center will not
         be liable to Client  or to any other person on recount of loss,  damage
         or theft to any business  or personal  property of Client.  Center will
         not be liable for any loss,  damage, injury, liability or expense to or
         of person or  property  except  as may  result  from  Center's  willful
         misconduct or grossly  negligent  acts.  Center will indemnify and hold
         harmless Client from and against  any loss, damage,  injury,  liability
         or expense to or of person or  property occasioned by or resulting from
         any willful  misconduct  or grossly   negligent  act on the part of the
         Center, its agents,  employees,  or  invitees,  or persons permitted on
         the Premises by Center.

b.       Center  will  not be liable for any claim of business  interruption  or
         for any  indirect,  incidental,  special,   consequential  exemplary or
         punitive  damages arising out of any  failure to furnish any service or
         facility,  an error or omission with  respect thereto,  or any delay or
         interruption of same. Neither Center  nor any of its agents, employees,
         officers or directors will be deemed  to be making any  representations
         or warranties,  whether  express or  implied,  as to the ability of any
         systems, including, without  limitation,  computer and electronic based
         equipment,  relating to the   Building.  Facility or Premises or to any
         services to be provided  hereunder  to process date fields  relating to
         the Year 2000 nor will any of them be  liable  for the  failure of such
         system to process  such date  fields.   Center's  liability  under this
         Agreement  will in no event  exceed the  amount  paid by Client for the
         services  for  which  the  claim  arose.   The  parties  agree  to  the
         allocation of risk contained herein.

c.       Client  will, prior to the Commencement  Date of this Agreement provide
         Center   with a  certificate  of  insurance  evidencing  General/Public
         Liability  coverage  with liability limits of not less than One Million
         Dollars  ($1,000,000.00)   per  occurrence  for  Bodily  Injury  and/or
         Property   Damage   Liability   and   One  Hundred   Thousand   Dollars
         ($000,000.00) per occurrence for  Fire/Legal Liability.  Said insurance
         coverage  will  remain  in force   during  the Term of this  Agreement.
         VANTAS International Incorporated  and Vantas-Freehold, New Jersey will
         be named as an  additional   named  insured on each of these  policies.
         Client's failure to provide  or maintain such insurance will not reduce
         or otherwise  alter Client's   liability or  responsibility  to pay any
         judgment  rendered  against   Client for any liability or damages.  All
         insurance  required  to  be  maintained  by Client  include a waiver of
         subrogation  in  favor of Center and the landlord under the Main Lease.
         Center will no  have any obligation to maintain  insurance for Client's
         benefit.  Center  will obtain a waiver of subrogation  from its insurer
         with respect to any claims made under any property damage policy.

d.       The provisions  of  this  Paragraph 8  will  survive  the expiration or
         caller termination of the term of this Agreement.


<PAGE>



9.       OPERATING STANDARDS.

The Operating Standards attached to this Agreement as Schedule A are hereby made
an integral part of this Agreement.  Client,  its employees,  guests,  invitees,
visitors and/or any other person caused to be present in and around the Premises
by the  Client  ("Client's  Users")  will  perform  and  abide by the  Operating
Standards then in effect.

10.      EMPLOYMENT OF CENTER'S EMPLOYEES.

Client  agrees  that it will not,  during the Term of this  Agreement  and for a
period of one year thereafter, directly or indirectly, employ or offer to employ
any person who is or has been an employee of Center  without  prior consent from
Center.  If Client hires either an employee of Center or any person who has been
an employee of Center  within six months  prior to the same such person is hired
by Client,  Client will be liable to Center for liquidated  damages equal to six
months wages of the  employees,  at the rate last paid that  employee by Center.
The provisions of this paragraph will survive the Term of this Agreement.

11.      ACCESS.

Center and its agents will have the right of access to the  Premises at any time
for the  purpose  (i) making any  repairs,  alterations  and/or  inspections  or
emergency  purposes  which it deems  necessary  to its sole  discretion  for the
preservation,  safety  or  improvement  of the  Premises,  or (ii)  to show  the
Premises to prospective  Clients upon the last 90 days of the term,  without any
way  being  deemed  or  held  to  have  committed  an  eviction(constructive  or
otherwise) of or trespass against Client.

12.      RELOCATION.

Client  agrees that the Center may, in its sole  discretion,  ?? similar  office
space within the same Facility  upon ten (10) days notice to the Client.  In the
event that the Center requires the Client to relocate,  the Center will bear the
reasonable  moving costs of any such relocation.  All of terms and conditions of
this Agreement, other than the designation of the Premises provided herein, will
remain unaffected and in full force and effect.

13.      ASSIGNMENT AND SUBLETTING.

No assignment or subletting of the Premises,  this Agreement or any part thereof
will be made by Client without Center's prior written consent, which consent may
be withheld in Center's  sole  discretion.  Center may assign its rights and its
obligations under Agreement in whole or in part without Client's consent.

14.      TERMINATION.

a.       On expiration or earlier termination of the Term, Client will,  without
         demand, promptly  surrender  and  deliver the Premises,  including  any


<PAGE>

         furniture,  fixtures and equipment provided by Center, to Center in its
         original  condition  and  configuration,   reasonable   wear  and  tear
         excepted.  If Client fails to so surrender  and  deliver the  Premises,
         Client  agrees to pay Center,  as  liquidated  damages,  a sum equal to
         twice the Monthly Office Charge for  each month or portion thereof that
         the Client retains possession of the Premises.

b.       If  Client  vacates  the  Premises  and  leaves  behind  any  property,
         whatsoever, such property will be deemed abandoned by Client and may be
         disposed of by Center at Client's  expense  and  without  liability  to
         Center.

c.       In the event the  Premises,  the  Facility or the  Building is damaged,
         destroyed or taken by eminent  domain either party may  terminate  this
         Agreement  without  liability on (30) days written  notice to the other
         party.

d.       Upon early termination of the Main Lease, this Agreement will terminate
         without  liability  to any party  unless the  landlord  under such Main
         Lease  elects to have  this  Agreement  assigned  to such  Landlord  or
         another entity as provided in such Main Lease.

15.      DEFAULT AND REMEDIES.

a.       Client  will  be deemed to be in  default of this  Agreement  if Client
         fails to fulfill  any of its terms, conditions, covenants or provisions
         or this Agreement,  including but not limited to (1) payment of Monthly
         Office charge and/or  any other  charges  hereunder  within ten days of
         the date such charges  become due; or the abandonment and/or vacatur of
         the Premises by the  Client prior to  expiration  of thE Term or (2) if
         Client   becomes  insolvent,  makes an  assignment  for the  benefit of
         creditors  or files a voluntary petition or has an involuntary petition
         filed  against it,  under any  bankruptcy or  insolvency  law.  However
         Client will have 5 (5)  days upon written  notification  for payment to
         be made in full.  Client  will not  be in  default  if client  abandons
         premises, as long as all recurring  and miscellanous charges ar paid in
         full and on the first of the month.

b        In case of such  default,  the  Center  may,  at its  sole  discretion,
         terminate this Agreement upon five days notice to the Client.  Upon the
         expiration the five day period, Client will vacate the Premises. Should
         Client fail to vacate the Premises, the Center may:

            i.        re-enter and property therefrom; and
            ii.      disconnect any telephone lines installed for the benefit of
                     Client; and
            iii.     cease  supplying Client  with  the  services  described  in
                     Paragraph 1 hereof.

         If Client  defaults and Center takes any of the  foregoing  action,  or
         changes the locks,  removes  Client's  property,  or  otherwise  denies
         access to  Client,  Center  will not be liable  for any  damages to the
         Client.

C.       In addition  to the  foregoing,  Center may elect to accelerate  all of
         Client's obligations  hereunder,  including without limitation, Monthly
         Office Charge and other  monthly recurring charges,  for all or part of
         the term. Center is under no obligation, implied or otherwise, to


<PAGE>

         mitigate its damages(s) under a default by Client.

d.       Should Center be unable to enter into another office service  agreement
         relating to the Premises,  or should  Center enter into another  office
         service  agreement  relating to the  Premises  for less than the Months
         Office Charge with Client will pay the amount of such deficiency,  plus
         the expenses of entering into such other service agreement  relating to
         the Premises,  immediately in one lump sum to Center upon demand and/or
         at Center's option as such obligations accrue hereunder.

c.       In  connection  with any  default by Client  under this  Agreement,  if
         Center incurs attorney's fees and/or costs of collection or of ensuring
         performance, Client will pay all such sums with interest, and such sums
         will be deemed to be owed by Client in addition  to the Monthly  Office
         Charge hereunder,  and if the Term has expired at the time of incurring
         such sums, such sums will be recoverable by Center as damages.

16.      MAIL & TELEPHONE FORWARDING.

Upon  expiration  of the Term,  Center will give  client  five (5) days  written
notice prior to the clients  thirty (30) day written  notice,  unless  otherwise
instructed by Client in writing no later than 30 days prior to the expiration of
the Term,  forward  mail to Client at its new address and give out  Client's new
telephone  number via a voice mail  message for a period of three  months at the
rate of One Hundred and Fifty Dollars  ($150.00)  per month,  which sums will be
decided from any amounts deposited with the Center from the refundable  retainer
deposited  hereunder or will otherwise be paid to the Center in advance.  Unless
the Client  pays the Charge set forth  herein to the Center in  advance,  Center
will have no  obligation  to provide the  services set forth  herein.  Except as
expressly  provided herein,  Center will have no obligation to notify any person
or entity of Client's new telephone number and address.

17.      NOTICES.

Any notice under this Agreement will be in writing and will be either  delivered
by hand,  first class mail or by  overnight  courier to the party at the address
set forth below. Center hereby designates its address as:

                              [VANTAS - NEW JERSEY]

                 4400 ROUTE 9 SOUTH SUITE 1000 (CENTER ADDRESS)

                               FREEHOLD, NJ 07728

                                Attn: Management

Client  hereby  designates its address  (which address must be an address within
the United States),as

IMPACT SOLUTIONS, INCORPORATED, A DELAWARE CORPORATION

ATTN: BONNIE ATKISSON


<PAGE>

PHONE: 732 890 2843
       ------------
Fax:

If such mail is properly addressed and mailed as above, it will be deemed notice
for all purposes, given when sent or delivered, even if returned as undelivered.

18.      SEVERABILITY.

The  invalidity  of any  one or more of the  sections,  subsections,  sentences,
clauses or words contained in this Agreement or the  application  thereof to any
particular set of  circumstances,  will not affect the validity of the remaining
portions of this  Agreement  or of their valid  application  to any other set of
circumstances. Regardless of whether or not either partly has elected to consult
with legal counsel in reviewing this Agreement,  it is the intent of the parties
that in no event will the terms,  conditions or provisions of this  Agreement be
construed against either party as the drafter of this Agreement.

19.      EXECUTION BY CLIENT.

The party or parties executing this Agreement on behalf of the Client warrant(s)
and  represent(s):  (i) that such  executing  party (or  parties)  has (or have)
complete and full authority to execute this  Agreement on behalf of Client;  and
(ii) that Client will fully perform its obligations hereunder.

20.      MISCELLANEOUS.

a.       Failure of the Center to insist upon the strict performance of any term
         or  condition  of this  Agreement  or to  exercise  any right or remedy
         available  for a  breach  thereof,  or  acceptance  of full or  partial
         payment during the continuance of any such breach,  will not constitute
         a waiver of any such breach or any such term or  condition.  No term or
         condition of this  Agreement  required to be performed by Client and no
         breach  thereof,  will be  waived,  altered  or  modified,  except by a
         written instrument executed by Center.

b.       Time  is of  the  essence  as  to  the  performance  by  Client  of all
         covenants, terms and provisions of this Agreement.

c.       This Agreement  embodies the entire  understanding  between the parties
         relative to its subject  matter,  and will not be modified,  changed or
         altered in any respect except in writing signed by all parties.

d.       This Agreement may be  executed  in  two  or  more counterparts each of
         which will be deemed to be an original,  but all of which together will
         constitute one and the same instrument.

E.       AGREEMENT IS SUBJECT AND SUBORDINATE TO THE BUILDING  LEASE,  GOVERNING
         THE  FACILITIES  IN WHICH THE CENTER IS BOUND AS THE TENANT IN THE MAIN
         LEASE.  CLIENT  ACKNOWLEDGES THAT ANY TERMINATES OF THE MAIN LEASE WILL
         RESULT IN THE  TERMINATION OF THE AGREEMENT  UNLESS LANDLORD UNDER SUCH
         MAIN LEASE REQUESTS ATTAINMENT.

<PAGE>

IN WITNESS WHEREOF,  Center and Client have executed this Agreement  as  of  the
date first above written.

CENTER:

By:


CLIENT: Impact Solutions Incorporated
(IF A CORPORATION)

By: /s/ Bonnie K. Atkinson for Impact Solutions, Inc.

Name: Bonnie K. Atkinson for Impact Solutions, Inc.

TITLE: DIRECTORY OF ADMINISTRATION
         [Corporate Seal]

CLIENT:

(IF AN INDIVIDUAL OR PARTNERSHIP)

By:

By: