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                                                                   EXHIBIT 10.10

         LEASE made this 9th day of August 1993 between NEW JERSEY CARPENTERS
PENSION FUND hereinafter referred to as "Landlord", and, OPTICAL SYSTEMS INC.
hereinafter referred to as "Tenant".

                                   WITNESSETH:

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

                                    ARTICLE I

                                     GENERAL

         1.01 DEFINITIONS: Except where the context otherwise connotes, for all
purposes of this Lease and all agreements supplemental thereto or modifying this
Lease, the following terms shall have the meanings specified:

         (a) "Additional Rent" shall mean all sums payable by Tenant to Landlord
pursuant to the various Articles herein in which said term is used;

         (b) "Basic Rent" shall mean the rent per annum so designated in Section
31.01 hereof, which shall be payable in equal monthly installments on the first
day of each month during the Term, In advance, in the amount per month set forth
in Section 31.01 hereof, and shall be paid at the office of Landlord, or such
other place as Landlord may designate, without any set-off or deduction
whatsoever, except that Tenant shall pay the first monthly installment
simultaneously with the execution hereof, receipt of which Landlord hereby
acknowledges;

         (c) "Broker" shall mean the real estate broker, if any, named in
Section 31.02 hereof;

         (d) "Building" shall mean the building located In Raritan Center,
Edison, New Jersey designated In Section 31.03 hereof;

         (e) "Building Holiday" shall mean Washington's Birthday, Memorial Day,
Independance Day, Labor Day, Columbus Day, Veteran's Day, Thanksgiving Day and
the day after, Christmas Day and New Year's Day as each of said holidays are
celebrated in the State in which the Real Property is located;

         (f) "Commencement Date" shall mean the earlier to occur of:

            (1) The date the Premises are substantially completed in accordance
with the provisions of Exhibit A annexed hereto, or

            (2) The date on which Tenant shall take possession and occupy the
Premises.

As used herein, "substantially completed" shall mean that the premises are fully
completed as to Landlord's building standard items of materials, work and
installations, except for minor items, the incompletion of which will not
unreasonably interfere with Tenant's normal business operation;

         (g) "Estimated Commencement Date" shall mean the date so designated in
Section 31.04 hereof;

         (h) "Excusable Delay" shall mean a delay caused by strike, lockout, act
of God, inability to obtain labor or materials, governmental restrictions, enemy
action, civil commotion, fire, unavoidable casualty or any other cause similar
or dissimilar, beyond the reasonable control of either Landlord or Tenant, or
due to the passing of time while waiting for an adjustment of insurance
proceeds;

         (i) "Governmental Authority" shall mean the town, village, city,
county, state or federal government, or any agency or quasi-governmental
agency, or any fire insurance rating organization having jurisdiction over the
Real Property;

         (j) "Parking Spaces" shall mean the parking spaces, if any, dedicated
for Tenant's use, located on the Real Property as shown on Exhibit B annexed
hereto and made a part hereof;

         (k) "Premises" shall mean the area cross-hatched on the floor plan of
the Building annexed hereto as Exhibit C and made a part hereof;

         (1) "Real Property" shall mean the land upon which the Building is
located and the Building, collectively, said land area and building outline
being shown on Exhibit B annexed hereto;

         (m) "Rentable Area of the Building" shall mean the number of square
feet so designated in Section 31.05 hereof;

         (n) "Rentable Area of the Premises" shall mean the number of square
feet so designated in Section 31.06 hereof, which shall equal the sum of:

            (1) the total number of square feet contained in the area shown on
Exhibit C computed by measuring from the outside finish of the exterior of the
Building to the office side of the common corridor walls and permanent walls,
and to the center of partitions that separate the Premises, from adjoining areas
in the Building, and

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            (2) Tenant's Proportionate Share of the area of the Building used
for lobbies, common corridors, common toilets, air-conditioning rooms, fan
rooms, janitor's closets, electrical closets and telephone closets, and also
including stairways, elevator shafts, flues, stacks, pipe shafts and vertical
ducts with their enclosing walls.

In computing Rentable Area of the Premises and Rentable Area of the Building, no
deduction shall be made for columns and projections necessary for the structural
integrity of the Building, and the measurements provided to Landlord by
Landlord's architect shall be conclusive and binding upon the parties hereto;

         (o) "Security Deposit" shall mean the sum so designated in Section
31.07 hereof which is being deposited by Tenant with Landlord simultaneously
herewith;

         (p) "Structural Repairs" shall mean repairs to the roof, foundation and
permanent exterior walls and support columns of the Building;

         (q) "Tenant's Proportionate Share" is the percentage set forth in
Section 31.08 hereof;

         (r) "Term" shall mean a period of time beginning on the Commencement
Date containing the number of consecutive months set forth in Section 31.09
hereof;

         (s) "Termination Date" shall mean the last day of the Term.

         1.02 PRORATION: In the event the Commencement Date shall fall on a day
other than the first day of a month, the Basic Rent and Additional Rent payable
hereunder for the balance of the calendar month in which the Commencement Date
falls and for the portion of the calendar month in which the Termination Date
falls prior to said Termination Date, shall be apportioned based on the number
of days in those two months within the Term as compared to the number of days in
those months,

         1.03 ENTIRE AGREEMENT: This Lease consists of this Lease Agreement and
the attachments enumerated in Article XXXII hereof.

                                   ARTICLE II

                                  LEASE & RENT

         2.01 DURATION: Landlord hereby leases to Tenant and Tenant hereby hires
from Landlord the Premises for the Term.

         2.02 RENT: Tenant hereby covenants and agrees to pay, when due, the
Basic Rent and all Additional Rent as herein provided.

         2.03 INTEREST: Any installment or installments of Basic Rent or
Additional Rent accruing hereunder, and all other sums payable by Tenant
hereunder which are not paid when due, shall bear interest at the maximum legal
rate of interest allowed by law until the same shall be paid. If there is no
maximum rate of interest, such sums shall bear interest at the prime rate
charged by Landlord's bank plus 2% per annum.

                                   ARTICLE III

                                       USE

         The Premises shall be used only for executive, general, and
administrative offices and for those additional uses listed in Section 31.10
hereof and for no other purpose.

                                   ARTICLE IV

                           CHANGE OF COMMENCEMENT DATE

         If, for any reason, the Premises are not ready for occupancy on the
Estimated Commencement Date, this Lease shall nevertheless continue in full
force and effect, and Tenant shall have no right to rescind, cancel or terminate
same, nor shall Landlord be liable for damages, if any, sustained by Tenant by
reason of inability to obtain possession thereof on such date. In such event,
Landlord will give Tenant written notice at least thirty (30) days in advance
of the date when Landlord expects the Premises to be ready for occupancy by
Tenant, which date shall be the Commencement Date.

                                    ARTICLE V

                                   ACCEPTANCE

         When Tenant takes possession of the Premises, Tenant shall be deemed to
have accepted the Premises as being satisfactory and in good condition as of the
date of such possession.

                                   ARTICLE VI

                 COMPLIANCE WITH LAWS AND INSURANCE REQUIREMENTS

         Tenant shall not do, or permit anything to be done in or to the 
Premises, or bring or keep anything therein which will, in any way, increase the
cost of fire or public liability insurance on the Real Property,

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or invalidate or conflict with the fire insurance or public liability insurance
policies covering the Real Property, any Building fixtures or any personal
property kept therein, or obstruct or interfere with the rights of Landlord or
of other tenants, or in any other way injure or annoy Landlord or other tenants,
or subject Landlord to any liability for injury to persons or damage to
property, or interfere with the good order of the Building, or conflict with the
present or future laws, rules or regulations of any Governmental Authority.
Tenant agrees that any increase in fire insurance premiums on the Building or
contents caused by the occupancy of Tenant and any expense or cost incurred in
consequence of negligence, carelessness or willful action of Tenant, Tenant's
agents, servants, employees, invitees or licensees, shall be reimbursed to
Landlord within ten (10) days of demand therefor. Landlord shall have all the
rights and remedies for the collection of same as are conferred upon Landlord
for the collection of the Basic Rent provided to be paid pursuant to the terms
hereof.

                                   ARTICLE VII

                             PERSONAL PROPERTY TAXES

         Tenant agrees to pay all taxes imposed on the personal property of
Tenant, the conduct of its business and its use and occupancy of the Premises.

                                  ARTICLE VIII

                     REAL ESTATE TAXES & OPERATING EXPENSES

         8.01 REAL ESTATE TAXES: Tenant shall pay as Additional Rent increases
in real estate taxes as set forth below:

         (a) For each year or part of a year occurring within the Term in which
the total annual real estate taxes, assessments, sewer rents, rates and charges
(the "Real Estate Taxes") which shall be levied, imposed or assessed upon the
Real Property shall exceed the Real Estate Taxes levied, imposed or assessed for
the "Base Tax Year", Tenant shall pay to Landlord within thirty (30) days after
Landlord's presentation of a bill to Tenant therefor, a sum equal to Tenant's
Proportionate Share of such excess. For the purposes of this Section 8.01, "Base
Tax Year" shall mean the period of time so designated in Section 31.11 hereof;

         (b) Landlord may take the benefit of the provision of any statute or
ordinance permitting any Real Estate Tax to be paid over a period of time;

         (c) Tenant's Proportionate Share of Real Estate Taxes in excess of the
Real Estate Taxes for the Base Tax Year shall be determined from the amount
finally determined to be legally due as a result of legal proceedings or
otherwise. In the event the Real Estate Taxes for the Base Tax Year have not
been finally determined by legal proceedings or otherwise at the time of payment
of Real Estate Taxes for any subsequent year, the actual amount of Real Estate
Taxes paid by Landlord for the Base Tax Year shall be used to calculate any
excess thereof. Upon a final determination of the Real Estate Taxes for the Base
Tax Year by legal proceedings or otherwise, Landlord shall deliver to Tenant a
statement setting forth the amount of Real Estate Taxes for the Base Tax Year as
finally determined and showing the computation of any adjustment due to Landlord
or to Tenant by reason thereof. Any payment due to Landlord or any credit due to
Tenant by reason of such adjustment shall be made as provided herein;

         (d) If Landlord shall receive any tax refund in respect of any tax year
following the Base Tax Year, Landlord shall deduct from such tax refund any
expenses incurred in obtaining such tax refund, and out of the remaining balance
of such tax refund, Landlord shall credit to Tenant Tenant's Proportionate Share
of such refund. Any expenses incurred by Landlord in contesting the validity
or the amount of the assessed valuation of the Real Property or of any Real
Estate Taxes for any year after the Base Tax Year, to the extent not offset by a
tax refund, shall be included as an item of Real Estate Taxes for the tax year
in which such contest shall be finally determined for the purpose of computing
the Additional Rent due Landlord or any credit due to Tenant hereunder;

         (e) If the tax year for Real Estate Taxes shall be changed, then an
appropriate adjustment shall be made in the computation of the Additional Rent
due to Landlord or any credit due to Tenant, in accordance with sound accounting
principles to effectuate the changeover to any new tax year adopted by any
taxing authority. "Real Estate Taxes" as set forth in this Article VIII shall
mean those taxes attributable to the Real Property, provided that, if because of
any change in the method of taxation of real estate, any other tax or assessment
is imposed upon Landlord or the owner of the land or the Building or both
of upon or with respect to the land or the Building or both or the rents or
income therefrom in substitution for or in lieu of any tax or assessment which
would otherwise be a Real Estate Tax, such other tax or assessment shall be
deemed Real Estate Taxes for the purposes herein;

         (f) If the last year of the Term ends on any day other than the last
day of a tax year, any payment due to Landlord or credit due to Tenant by reason
of any increase in Real Estate Taxes shall be prorated and Tenant covenants to
pay any amount due to Landlord within thirty (30) days after being billed
therefor and Landlord covenants to credit any amount due to Tenant, as the case
may be. These covenants shall survive the expiration or termination of this
Lease.

         8.02 LANDLORD'S OPERATING EXPENSES: The Tenant shall pay as Additional
Rent increases in Landlord's Operating Expenses as set forth below:

         (a) As used herein, the term "Landlord's Operating Expenses" shall mean
those costs or expenses paid or incurred by Landlord for operating, maintaining
and repairing the Real Property, including the cost of electricity for common
areas including outside lighting, the cost of heating, ventilating and air
conditioning the Building, water, fuel, window cleaning, janitorial service,
insurance of all kinds

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carried in good faith by Landlord and applicable to the Real Property, snow
removal, maintenance and cleaning of the parking lot, mowing and seeding of the
lawn and tree areas, repairs of any kind for which Landlord is not reimbursed,
painting, replacement of worn out mechanical or damaged equipment, uniforms,
management fees, building and janitorial supplies, sundries, sales or use tax
on supplies or services, wages and salaries of all persons engaged by Landlord
in the operation, maintenance and repair of the Real Property, expenses incurred
by Landlord under Sections 11.02 and 16.04 hereof, legal and accounting
expenses, and any other expense or cost, which, in accordance with generally
accepted accounting principles and the standard management practices for office
buildings comparable to the Building would be considered as an expense of
operating, maintaining or repairing the Real Property. Excluded from Landlord's
Operating Expenses are capital improvement costs, costs reimbursed by insurance,
the cost of work performed specifically for a tenant in the Building for which
such tenant reimburses Landlord, costs in connection with preparing space for a
new tenant and real estate brokers' commissions;

         (b) Tenant shall pay to Landlord as Additional Rent Tenant's
Proportionate Share of the amount by which Landlord's Operating Expenses for any
calendar year during the Term after the "Base Operating Year" exceeds Landlord's
Operating Expenses during the Base Operating Year. For the purposes of this
Section 8.02, "Base Operating Year" shall mean the period of time so designated
in Section 31.12 hereof;

         (c) No later than January 15 of each year of the Term, or within a
reasonable period of time thereafter, Landlord shall submit to Tenant a
statement ("Landlord's Statement") showing in reasonable detail Landlord's
Operating Expenses during the preceding calendar year. Within thirty (30) days
next following the submission of the Landlord's Statement which shows that
Landlord's Operating Expenses for a calendar year exceeded Landlord's Operating
Expenses for the Base Operating Year, Tenant shall pay to Landlord Tenant's
Proportionate Share of the amount by which Landlord's Operating Expenses for the
Base Operating Year were exceeded. Tenant or its representative shall have the
right to examine Landlord's books and records with respect to the items in the
foregoing Landlord's Statement during normal business hours at any time within
ten (10) days following the delivery by Landlord to Tenant of such Landlord's
Statement. Unless Tenant shall take written exception to any item contained
therein within twenty (20) days after the delivery of same, such Landlord's
Statement shall be considered as final and accepted by Tenant;

         (d) On the first day of each month following the submission of any
Landlord's Statement which shows that Tenant is obligated to pay Additional Rent
pursuant to Section 8.02 herein, Tenant shall pay to Landlord, on account of its
potential obligation to pay such Additional Rent for the calendar year following
the calendar year for which such Landlord's Statement shall have been rendered,
a sum equal to one-twelfth (1/12th) of the amount which the Tenant shall have
paid as such Additional Rent for such prior calendar year. Such sum shall be due
with each monthly installment of Basic Rent until submission of the next
succeeding Landlord's Statement and shall be collectible by Landlord as
Additional Rent;

         (e) If at the end of each year the Tenant's Proportionate Share of
actual increases in Operating Expenses Is greater or less than the amounts
payable by Tenant during that year on account thereof pursuant to Section 8.02
(d) hereof, the deficiency or excess, as the case may be, shall either be
payable immediately by Tenant to Landlord as Additional Rent, or credited by
Landlord against the next monthly installment of Basic Rent, respectively.

         8.03 LIMITATION AND SURVIVAL: In no event shall any adjustment in
Tenant's obligation to pay Additional Rent under this Article VIII result in a
decrease in the Basic Rent payable hereunder. Tenant's obligation to pay
Additional Rent and Landlord's obligation to credit to Tenant any amount
referred to in this Article VIII, for the final year of the Term shall survive
the Termination Date.

                                   ARTICLE IX

                              RULES AND REGULATIONS

         Tenant, on behalf of itself and its employees, agents, servants,
invitees and licensees, agrees to comply with the Rules and Regulations with
respect to the Real Property set forth at the end of this Lease and hereby
expressly made a part hereof. Landlord shall have the right to make reasonable
amendments thereto from time to time for the safety, care and cleanliness of 
the Real Property, the preservation of good order therein and the general
convenience of all the tenants and Tenant agrees to comply with such amended
Rules and Regulations, after twenty (20) days' written notice thereof from
Landlord. All such amendments shall apply to all tenants in the Building, and
will not materially interfere with the use and enjoyment of the Premises or the
parking lot by Tenant.

                                    ARTICLE X

                                      ENTRY

         10.01 LANDLORD'S RIGHT OF ENTRY: Landlord and Landlord's agents and
representatives shall have the right to enter into or upon the Premises, or
any part thereof, at all reasonable hours for the following purposes:

         (a) Examining the Premises:

         (b) Making such repairs or alterations therein as may be necessary in
Landlord's sole judgement for the safety and preservation thereof, there being
no obligation, however, upon Landlord to make such repairs; 

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         (c) Erecting, maintaining, repairing or replacing wires, cables,
conduits, vents or plumbing equipment running in, to or through the Premises; or

         (d) Showing the Premises to prospective new tenants during the last 
year of the Term.

However, Landlord shall give Tenant reasonable prior written notice before
commencing any non-emergency repair or alteration.

         10.02 EMERGENCIES: Landlord may enter upon the Premises at any time in
case of emergency without prior notice to Tenant.

         10.03 NO EVICTION: Landlord, in exercising any of its rights under this
Article X, shall not be deemed guilty of an eviction, partial eviction or
disturbance of Tenant's use or possession of the Premises and shall not be
liable to Tenant for same.

         10.04 INTERFERENCE: All work performed by or on behalf of Landlord in
or on the Premises pursuant to this Article X shall be performed with as little
inconvenience to Tenant's business as possible, and in such manner as not to
unreasonably interfere therewith.

                                   ARTICLE XI

                                   MAINTENANCE

         11.01 MAINTENANCE BY TENANT: Tenant shall take good care of the
Premises throughout the Term and preserve same in the condition delivered to
Tenant on the Commencement Date, normal wear and tear and damage by fire or
other casualty not caused by Tenant, excepted. Tenant further agrees not to
injure, overload, deface or commit waste of the Premises. Tenant shall be
responsible for all injury or damage of any kind or character to the Real
Property, including the windows, floors, walls, ceilings, lights, electrical
equipment and HVAC equipment, caused by Tenant or by anyone using or occupying
the Premises by, through or under the Tenant. Landlord reserves the right to
repair same as necessary and Tenant shall pay as Additional Rent the costs
incurred therefor to Landlord immediately upon demand.

         11.02 MAINTENANCE BY LANDLORD: Landlord shall be responsible for all
Structural Repairs and shall maintain, repair and replace all plumbing, heating,
air conditioning, electrical and mechanical fixtures (exclusive of starters,
ballasts, bulbs and lamps and electrical and mechanical fixtures installed by or
for Tenant) which shall be standard for the Building, when required, and
maintain and make repairs to the parking area and the exterior of the Building.
Landlord shall provide for regular extermination of vermin and shall replace
broken exterior windows.

         11.03 CAUSATION: Nothing in this Article XI shall relieve the Tenant
from the obligation to compensate Landlord for damage or injury to the Real
Property due to or caused by Tenant's or Tenant's agent's, servant's,
employee's, licensee's or invitee's use and occupancy of the Real Property, its
or their negligent acts or omissions or its or their willful acts or failures to
act.

                                   ARTICLE XII

                                   ALTERATIONS

         12.01 BY TENANT: Tenant shall make no changes in or to the Premises of
any nature without Landlord's prior written consent. Subject to the prior
written consent of Landlord, Tenant at Tenant's sole expense, may hire
contractors approved by Landlord to make alterations, installations, additions
or improvements in or to the Premises (collectively "Alterations") which are
non-structural and which do not affect utility services, plumbing or electrical
lines in or to the Premises or the Building. All Alterations shall, at the
option of the Landlord, become the property of Landlord and shall remain upon
and be surrendered with the Premises. Nothing in this Article XII shall be
construed to give Landlord title to or to prevent Tenant's removal of trade
fixtures, moveable office furniture and equipment. On or before the Termination
Date, the Tenant shall remove its trade fixtures, furniture and equipment, and
any Alterations which Landlord has not elected shall remain, at Tenant's own
expense and shall repair any damage caused by such removal and, with respect to
the removal of Alterations, shall restore the Premises to the condition existing
prior to such Alteration. All property permitted or required to be removed by
Tenant at the end of the Term remaining on the Premises after the Termination
Date shall be deemed abandoned and may, at the election of Landlord, either be
retained as Landlord's property or may be removed from the Premises by Landlord
at Tenant's expense.

         12.02 PERMITS: Prior to the commencement of any Alteration, Tenant
shall at its sole expense, obtain all required permits, approvals and
certificates required by all Governmental Authorities and upon completion of the
Alteration, certificates of final approval thereof. Tenant shall deliver to
Landlord promptly upon its receipt duplicates of same. Tenant shall carry and
will cause Tenant's contractors and subcontractors to carry such workmen's
compensation, general liability, personal and property damage insurance as
Landlord requires in amounts no less than the amounts set forth in Section 31.15
hereof or as required by law.

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                                  ARTICLE XIII

                         TRANSFERS OF TENANT'S INTEREST

         13.01 PROHIBITION: Tenant shall not assign this Lease or sublet all or
part of the Premises, or permit all or part of said Premises to be used by
others, without the express, prior written consent of the Landlord. In addition,
the Tenant shall not mortgage or otherwise encumber, or permit to be encumbered,
its right, title and interest under this Lease or in and to the Premises or
both.

         13.02 CONSENT: Unless Landlord elects to cancel and terminate all or
part of this Lease as set forth in Section 13.03 hereof, Landlord covenants and
agrees that it will not unreasonably withhold its consent to Tenant's assigning
this Lease or subletting all or a part of the Premises, provided:

         (a) That Tenant shall not be in default under any of the terms,
covenants, conditions, provisions and agreements of this Lease at the time of
any notice or request for consent under the terms of this Article XIII and on
the effective date of such subletting or assigning; and,

         (b) That no such subleasing or assigning shall be made with a tenant
who shall be or who shall seek to use any portion of the Premises for a use not
consistent with other uses in the Building.

         13.03 CONSENT PROCEDURE: If Tenant requests Landlord's consent to an
assignment of this Lease or a subletting of all or any part of the Premises,
Tenant shall submit to Landlord the name of the proposed assignee or subtenant,
the terms of the proposed assignment or subletting, the nature of the proposed
tenant's business, and such information as to the assignee's or subtenant's
financial responsibility and general reputation as Landlord may reasonably
require. Upon receipt of such request and information from Tenant, Landlord
shall have the option to be exercised in writing within thirty (30) days after
such receipt, to do one of the following:

         (a) Cancel and terminate this Lease if the request is to assign this
Lease or to sublet all of the Premises; or

         (b) If the request is to sublet a portion of the Premises only, to
cancel and terminate this Lease with respect to such portion; or

         (c) To grant said request; or

         (d) To deny the Tenant's request.

In the event Landlord shall cancel this Lease, Tenant shall surrender
possession of the Premises, or the portion of the Premises which is the subject
of the cancellation, as the case may be, on the date set forth in such notice in
accordance with the provisions of this Lease relating to surrender of the
Premises. If the Lease shall be cancelled as to a portion of the Premises only,
the Basic Rent and Additional Rent payable by Tenant hereunder shall be reduced
proportionately according to the ratio that the number of square feet in the
portion of space surrendered bears to the square feet in the Rentable Area of
the Premises. In the event that Landlord shall consent to a sublease or
assignment pursuant to the request from Tenant, Tenant shall cause to be
executed by its assignee or subtenant an agreement to perform faithfully and to
assume and be bound by all of the terms, covenants, conditions, provisions and
agreements of this Lease for the period covered by the assignment or sublease
and to the extent of the space sublet or assigned. An executed copy of each
sublease or assignment and assumption of performance by the sublessee or
assignee, on Landlord's standard form, shall be delivered to Landlord within
live (5) days prior to the commencement of occupancy set forth in such
assignment or sublease. No such assignment or sublease shall be binding on
Landlord until Landlord has received such copies as required herein.

         13.04 TENANT NOT RELEASED: In no event shall any assignment or
subletting to which Landlord may consent, release or relieve Tenant from its
obligations to fully perform all of the terms, covenants and conditions of this
Lease on its part to be performed for the balance of the Term.

                                   ARTICLE XIV

                                    SURRENDER

         On the Termination Date, or prior expiration of this Lease, Tenant
shall peaceably and quietly quit and surrender to Landlord the Premises, broom
clean, in as good condition as they were on the Commencement Date, ordinary wear
and tear, repairs and replacements by Landlord, loss by fire, casualty and other
causes beyond Tenant's control, and alterations, additions and improvements
permitted hereunder, excepted. Tenant's obligation to observe or perform this
covenant shall survive the Termination Date or prior expiration of the Term. If
the Termination Date falls on a Sunday or a legal holiday, this Lease shall
expire at 12 noon on the business day next preceding said date.

                                   ARTICLE XV

                                  HOLDING OVER

         If Tenant holds possession of the Premises beyond the Termination Date
or prior expiration of the Term, Tenant shall become a tenant from
month-to-month at DOUBLE the Basic Rent and Additional Rent payable hereunder
and upon all other terms and conditions of this Lease, and shall continue to be
such month-to-month tenant until such tenancy shall be terminated by Landlord
and such

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possession shall cease. Nothing contained in this Lease shall be construed as a
consent by Landlord to the occupancy or possession by Tenant of the Premises
beyond the Termination Date or prior expiration of the Term, and Landlord, upon
said Termination Date or prior expiration of the Term shall be entitled to the
benefit of all legal remedies that now may be in force or may be hereafter
enacted relating to the speedy repossession of the Premises.

                                   ARTICLE XVI

                               LANDLORD'S SERVICES

         Landlord shall furnish to Tenant the heating, air conditioning and
electrical and cleaning services only as set forth in this Article.

         16.01 HVAC: Air heating and air cooling, at the temperature set forth
in Exhibit A annexed hereto, shall be furnished only between the hours of 8:00
a.m. and 6:00 p.m., Mondays through Fridays, and, 8:00 a.m. and 1:00 p.m.,
Saturday, excluding Building Holidays. Air heating and cooling shall be provided
only when weather conditions require. If Tenant shall request the use of air
heating or cooling at any times other than the hours provided herein for such
service, Landlord shall furnish such to Tenant provided that:

         (a) Tenant pays to Landlord as Additional Rent in advance, the special
overtime charge per hour set forth in Section 31.13 hereof, subject to prorated
increases in the charge of electric energy by the public utility supplying same
to the Building; and

         (b) Tenant's written request shall be received by Landlord by 1:00 p.m.
on the day before such service is required.

Landlord shall not be liable for any damages which Tenant may suffer or incur
due to a failure in the heating or cooling system, the extent of Landlord's
liability being to remedy said failure as expeditiously as possible.

         16.02 ELECTRICITY: Subject to Section 16.03 hereof, throughout the
Term, Landlord shall permit the Tenant to tie into the electrical distribution
system serving the Premises provided Tenant's consumption does not exceed the
maximum energy allocation to the Premises, upon the following terms and
conditions:

         (a) Tenant shall pay for such electrical energy as provided herein and
for the cost of electric surveys as defined herewith, as Additional Rent;

         (b) Landlord shall not be liable in any way to Tenant for any loss,
damage or expense which Tenant may sustain or incur as a result of any failure,
defect or change in the quantity or character of electricity furnished to the
premises or if such quantity or character of electricity furnished to the
Premises is no longer available or suitable for Tenant's requirements or due to
any cessation, dimunition or interuption of the supply thereof;

         (c) An independant electrical engineer, selected by Landlord and
reasonably acceptable to Tenant, shall survey Tenant's electric demand for
lighting and equipment to determine Tenant's average monthly consumption. Until
the survey is completed, the Tenant shall pay an estimated monthly electrical
charge set forth in Section 31.14 hereof. Upon completion, the amount due per
the survey shall be computed, and the difference, if any, between said amount
and the estimated charge shall either be paid to Landlord, if there was an
underpayment, or credited to Tenant, if there was an overpayment. Thereafter,
until the Premises are resurveyed, Tenant shall pay Landlord each month, an
amount equal to the average monthly consumption determined by the survey times
the electric rate charged by the utility serving the Building. Landlord may
resurvey the Premises at any time, and from time-to-time, and the electrical
charges due shall be appropriately adjusted to accord with the results of the
latest survey;

         (d) In the event that there shall be an increase or decrease in the
rate schedule of the public utility for the supply of electric energy to the
Building or the imposition of any tax with respect to such electric energy or
increase in such tax following the Commencement Date, the Additional Rent
payable hereunder shall be equitably adjusted to reflect the resulting increase,
decrease or tax;

         (e) Tenant shall be responsible for replacing all light bulbs,
fluorescent lamps, whether or not Building standard, and all ballasts used by
Tenant in the Premises.

Tenant covenants that its use of electricity in the Premises shall be limited to
and for the operation of the building standard lighting, and electric
typewriters, calculators, copying machines and other small office machines. The
use of large copying machines and computers is specifically prohibited unless
the proposed consumption is included in the survey referred to above. Tenant
shall make no alteration to the existing electrical equipment or connect any
fixtures, appliances or equipment in addition to the equipment listed above
without the prior written consent of Landlord in each instance. Should Landlord
grant such consent, all additional risers or other equipment required therefor
shall be provided by Landlord and the cost thereof shall be paid by Tenant upon
Landlord's demand. As a condition to granting such consent, Landlord may require
an Increase in the Additional Rent by an amount which will reflect the cost of
the additional equipment and service to be furnished by Landlord. The amount of
such increase in Additional Rent shall be determined by an independent
electrical engineer, to be selected by Landlord whose services shall be paid for
by Tenant.

         16.03 DISCONTINUANCE OF ELECTRICAL SERVICE: Landlord reserves the right
to discontinue furnishing

                                      -7-
<PAGE>   8

electric energy to Tenant at any time upon not less than one hundred twenty
(120) day's written notice to Tenant. If Landlord exercises such right of
termination, this Lease shall continue in full force and effect and shall be
unaffected thereby, except only that, from and after the effective date of such
termination, Landlord shall,not be obliged to furnish electric energy to Tenant
and the Additional Rent shall be reduced by a sum per annum equal to the amount
certified by an independent electrical engineer as the cost of such electricity
to Landlord. If Landlord so discontinues furnishing electric energy to Tenant,
Tenant shall arrange to obtain electric energy directly from the public utility
company furnishing electric energy to the Building. Tenant may obtain such
electric energy by means of the then-existing Building system feeders, risers
and wiring to the extent that the same are available, suitable and safe for such
purposes. All meters and additional panel boards, feeders, risers, wiring and
other conductors and equipment which may be required to obtain electric energy
from the public utility company shall be installed and maintained by Tenant at
its sole expense.

         16.04 CLEANING: Landlord shall provide cleaning services to the
Premises and the Building as set forth In Exhibit D annexed hereto.

         16.05 NO LIABILITY: The failure of Landlord to furnish any service
hereunder shall not be construed as a constructive eviction of Tenant and shall
not excuse Tenant from failing to perform any of its obligations hereunder and
shall not give Tenant any claim against Landlord for damages for failure to
furnish such service.

                                  ARTICLE XVII

                                 QUIET ENJOYMENT

         Landlord covenants and agrees that, upon the performance by Tenant of
all of the covenants, agreements and provisions hereof on Tenant's part to be
kept and performed, Tenant shall have, hold and enjoy the Premises, subject and
subordinate to the rights set forth in Article XX, free from any Interference
whatsoever by, from or through the Landlord, provided, however, that no
diminution or abatement of the Basic Rent, Additional Rent or other payment to
Landlord shall be claimed by or allowed to Tenant for inconvenience or
discomfort arising from the making of any repairs or improvements to the
Premises or the Real Property, nor for any space taken to comply with any law,
ordinance or order of any Governmental Authority, except as provided for herein.

                                  ARTICLE XVIII

                                  AIR AND LIGHT

         This Lease does not grant any right to light and air.

                                   ARTICLE XIX

                                     DEFAULT

         19.01 EVENT OF DEFAULT: Each of the following, whether occurring before
or after the Commencement Date, shall be deemed a Default by Tenant and a breach
of this Lease:

         (a) The filing of a petition by or against Tenant for adjudication as a
bankrupt, or for reorganization, or for an arrangement or for relief under any
bankruptcy or insolvency laws;

         (b) The commencement of any action or proceeding for the dissolution or
liquidation of Tenant, whether instituted by or against Tenant, or for the
appointment of a receiver or trustee of the property of Tenant under any state
or federal law or statute for relief of debtors;

         (c) The making by Tenant of an assignment for the benefit of
creditors;

         (d) The suspension of business by Tenant or any act by Tenant amounting
to a business failure;

         (e) The filing of a tax lien or a mechanics' lien against any property
of Tenant;

         (f) Tenant's causing or permitting the Premises to be vacant, or
abandonment of the Premises by Tenant, for a period in excess of ten (10) days;

         (g) Failure by Tenant to pay Landlord when due the Basic Rent, the
Additional Rent herein reserved, or any other sum required to be paid by the
terms of this Lease;

         (h) The creation or imposition of a lien or encumbrance on or against
the Tenant's interest under this Lease or in or to the Premises whether or not
the Tenant consents thereto;

         (i) A failure by Tenant to perform any other term, covenant, agreement
or condition of this Lease on the part of Tenant to be performed; 

         (j) A default by Tenant under any other lease or sublease with
Landlord.

         19.02 RIGHTS AND REMEDIES UPON DEFAULT: If an event of default occurs,
Landlord shall be entitled to take such action as it deems advisable, from time
to time, under any one or more of the provisions of this Section 19.02:

         (a) Landlord may proceed as it deems advisable, at law or in equity, to
enforce the provisions of this Lease or to collect damages for the breach
thereof, or both;

         (b) Landlord may notify Tenant that this Lease shall terminate on a
date specified in the notice,


                                      -8-

<PAGE>   9
and this Lease shall terminate on the date so specified but, notwithstanding
such termination, Tenant's liability for its failure to comply with any
provision of this Lease shall continue;

         (c) Landlord may re-enter the Premises and any improvements located
thereon, may repossess itself (by summary proceedings, ejectment or otherwise),
may dispossess Tenant, and may remove Tenant from the Premises, without further
notice to Tenant; and Tenant waives any right to the service of any notice of
Landlord's intention to re-enter provided for by any present or future law, and
any right to re-enter the Premises or restore the operation of this Lease;

         (d) Landlord may relet the Premises, as a whole or in part, for such
term or terms (which may be greater or less than the period which would have
constituted the balance of the Term if the Lease had not been terminated) and on
such conditions (which may include concessions or free rent) as Landlord
determines; but Landlord shall be under no duty to relet the premises or to
collect any rent in connection with any reletting. Any expenses of reletting the
Premises such as brokers' fees, advertising, decorating, repairs, replacements
and alterations shall be payable by Tenant as Additional Rent;

         (e) The Landlord may remove any subtenant of the Tenant from the
Premises, or at Landlord's election, may take over any or all subleases and
collect the rent and other charges due under any subleases;

         (f) Landlord may take possession of any property, equipment or fixtures
of Tenant in or at the Premises and sell same at public or private sale and
apply the proceeds of such sale, less the expenses, to any amounts then or
thereafter due Landlord hereunder;

         19.03 ADVANCES, ETC. BY LANDLORD: If any event of default occurs,
Landlord may pay any amount payable by Tenant under any provision of this Lease
or comply with any provision of this Lease on the part of Tenant to be complied
with, and make such expenditures in connection therewith (including reasonable
attorney's fees incurred by Landlord in enforcing the provisions of this Lease)
as Landlord deems advisable; and Tenant shall pay Landlord on demand, in
addition to Basic Rent, each amount so paid or expended by Landlord, with
interest as aforesaid; but no such payment or compliance by Landlord shall
constitute a waiver of Tenant's failure to make such payment or to comply with
such provision, or affect any right or remedy of Landlord with respect thereto.

         19.04 ADDITIONAL REMEDIES, WAIVERS, ETC.: With respect to the rights
and remedies of, and waivers by, Landlord:

         (a) The rights and remedies of Landlord under Section 19.02 shall be in
addition to every other right and remedy now or hereafter provided by law, and
all such rights and remedies shall be cumulative and not exclusive one of the
other; and Landlord may exercise such rights and remedies at such times, to such
extent, and as often, as Landlord deems advisable, and without regard to whether
the exercise of one right or remedy precedes, concurs with or succeeds the
exercise of another;

         (b) A single or partial exercise of a right or remedy shall not
preclude a further exercise thereof, or the exercise of another right or remedy
from time-to-time;

         (c) No delay or omission by Landlord in exercising a right or remedy
shall exhaust or impair the same, or constitute a waiver of, or acquiescence in,
a default;

         (d) No waiver of a default shall extend to or affect any other default
or impair any right or remedy with respect thereto;

         (e) No action or inaction by Landlord, whether it be the acceptance of
Basic Rent or otherwise, shall constitute a waiver of a default; and

         (f) No waiver of a default shall be effective, unless it be in writing.

                                   ARTICLE XX

                           SUBORDINATION & ESTOPPEL

         20.01 SUBORDINATION: Tenant agrees that this Lease, and all of the
Tenant's right, title and interest in and to the Premises, is subject and
subordinate to all ground or underlying leases and to the lien of any mortgages
or deeds of trust now or hereafter demising or encumbering all or part of the
Real Property, and to all advances made or hereafter to be made upon the
security thereof. This subordination provision shall be self operative and no
further instrument of subordination shall be required, PROVIDED, HOWEVER,
Tenant agrees to execute and deliver, upon request, such further instrument or
Instruments confirming this subordination as shall be desired by Landlord or by
any lessor or lessee or mortgagee of the Real Property; and Tenant hereby
constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any
such instrument or instruments.

         20.02 ESTOPPEL CERTIFICATES: Within ten (10) days after either party
shall have requested the same, the other party shall deliver a certificate to it
certifying:

         (a) That this Lease has not been supplemented or amended or, if it
shall have been supplemented or amended, specifying the manner in which it has
been supplemented or amended;

         (b) That this Lease is in full force and effect, or if it be alleged
that this Lease is not in full force and effect, specifying the reasons
therefor;

         (c) The date to which the Basic Rent and Additional Rent has been paid;
and

                                      -9-
<PAGE>   10

         (d) That there exists and has existed no condition which constitutes a
potential default or an event of default, or if such condition exists or has
existed, specifying the nature thereof;

Provided, that, in any such certification by Landlord it need only certify as to
facts within its knowledge; and any such certificate may be relied upon by the
party requesting it or any other person to whom the same may be exhibited or
delivered; and the contents of such certificate shall be binding on the party
which executed the same.

                                   ARTICLE XXI

                            CASUALTY AND CONDEMNATION

         21.01 DAMAGE BY FIRE OR OTHER CASUALTY: If the Premises shall be
damaged by fire or other casualty not arising from the fault or negligence of
Tenant, or its servants, agents, employees, invitees or licensees the following
shall apply:

         (a) Except as otherwise provided in subsection (b) hereof, the damage
shall be repaired by and at the expense of Landlord, and, if any of the Premises
is unusable, the Basic Rent and Additional Rent shall be equitably abated
according to the part of the Premises which continues to be usable by Tenant
until such repairs shall be made. Tenant shall repair or replace its own
furniture, furnishings and equipment;

         (b) If the Premises are totally damaged, or are rendered wholly
untenantable, or if Landlord's architect certifies that the damage cannot be
repaired within ninety (90) days of the casualty, or if Landlord shall decide
not to restore or repair the same, or if the Landlord shall decide to demolish
the Building or to rebuild it, then Landlord shall, within ninety (90) days
after such fire or other casualty, give Tenant notice of such decision, and
thereupon the Term shall expire ten (10) days after such notice is given, and
Tenant shall vacate the Premises and surrender the same to Landlord;

         (c) If the Premises are to be repaired and restored, Landlord shall
complete the repair and restoration of the Premises within six (6) months from
the date of the casualty, subject, however, to Excusable Delays. If the Premises
are not repaired or restored within said period plus extensions for Excusable
Delays, Tenant shall have the right to cancel and terminate this Lease upon the
delivery of a notice to Landlord delivered within fifteen (15) days after the
expiration of the aforesaid six (6) month period, as extended;

         (d) Landlord agrees that it shall diligently pursue all repair and
restoration work required on its part to be completed hereunder.

         21.02 CONDEMNATION: If the Premises shall be acquired by eminent domain
proceedings, or conveyance in lieu thereof, (a "Taking"), the Term shall cease
and terminate from the date possession of the taken area is transferred to the
condemnor. If only a portion of the Premises or the Building shall be so
acquired or condemned, this Lease shall cease and terminate at Landlord's
option, but if such option is not exercised by Landlord, an equitable adjustment
of the Basic Rent and Additional Rent payable by Tenant for the remaining
portion of the Premises shall be made. In the event of a Taking, whether or not
this Lease terminates, Tenant shall have no claim against Landlord for the value
of any unexpired Term or any other losses resulting from the Taking (other than
for the adjustment of the Basic Rent and Additional Rent as hereinbefore
mentioned), nor shall Tenant be entitled to any portion of any amount that may
be awarded as damages or paid as a result of such proceedings or for a
conveyance or as the result of any agreement made by the condemning authority
with Landlord.

                                  ARTICLE XXII

                          CHANGES SURROUNDING BUILDING

         This Lease shall not be affected or impaired by any change in any
sidewalk, alley or street adjacent to or around the Building.

                                  ARTICLE XXIII

                                TENANT'S PROPERTY

         The Tenant hereby assumes the risk of loss or damage, including all
consequential losses and damage, to any real or personal property, constructed,
used, kept, placed, or stored by Tenant in or at the Premises, or real or
personal property used, kept, placed, or stored by Tenant in or at other
property of the Landlord of which the Premises form a part, including the Real
Property, caused by fire, water, theft, war, vermin, flood or any other casualty
or peril normally included in multi-peril all risk insurance with minimum
allowable specific peril or casualty exclusions, agrees not to look to the
Landlord or its allied or affiliated corporations, partnerships, or individuals
for indemnification for the same, and hereby releases the Landlord from any
liability for any such loss or damage. The Tenant agrees to look solely to third
parties, its insuror, if any, or itself for compensation for such loss or
damage. If the Tenant chooses not to self insure against any or all such perils
or casualties, and obtains insurance against such loss or damage from a
commercial carrier, or other third party, the Tenant further agrees that each
such policy shall contain the following provision, or one to similar affect:

         Any written agreement or release from liability entered into by the 

                                      -10-
<PAGE>   11

             insured prior to any loss hereunder shall not affect this policy or
             the right of the insured to recover hereunder. The Insuror hereby
             waives its right to recover from the Landlord and Landlord's allied
             or affiliated corporations, partnerships, or individuals by way of
             subrogation or otherwise for any loss payable under this policy.

                                  ARTICLE XXIV

                                     NOTICE

         Notices by either party to the other shall be in writing and shall be
sent by registered or certified mail addressed to Landlord or Tenant at their
respective addresses hereinabove set forth, or to such other address as either
party shall hereafter designate by notice as aforesaid. All notices properly
addressed shall be deemed served three (3) days after the date of mailing,
except that notice of change of address shall not be deemed served until
received by the addressee.

                                   ARTICLE XXV

                  DISCLAIMER BY AND INDEMNIFICATION OF LANDLORD

         The Landlord shall not be responsible for the loss of or damage to
property, or injury to persons, occurring in or about the Premises and the Real
Property, by reason of any existing or future condition, defect, matter or thing
in the Premises or Real Property, or for the acts, omissions or negligence or
other persons or tenants in and about the Premises and the Real Property. The
Tenant agrees to indemnify and save the Landlord harmless from all claims and
liability for losses of or damage to property, or injuries to persons, occurring
in or about the Premises and the Real Property.

                                  ARTICLE XXVI

                               TENANT'S INSURANCE

         Tenant shall provide on or before the Commencement Date for the benefit
of Landlord and Tenant a comprehensive policy of liability insurance insuring
Landlord and Tenant against any liability whatsoever occasioned by accident on
or about the Premises and the Real Property or any appurtenances thereto. Such
policy is to be written by good and solvent insurance companies reasonably
satisfactory to Landlord, and the limits of liability thereunder shall not be
less than the amounts set forth in Section 31.15 hereof for personal injury,
including death, in respect of any one person, in respect of any one occurrence,
and in respect of property damage. Such insurance may be carried under a blanket
policy covering other locations of Tenant, if any. Landlord shall be a named
insured under such policy. Prior to the time such insurance is first required by
this Article XXVI to be carried by Tenant, and thereafter, at least fifteen (15)
days prior to the expiration of any such policy, Tenant agrees to deliver to
Landlord either a duplicate original of the aforesaid policy or a certificate
evidencing such insurance, which policy or certificate shall provide that such
insurance may not be cancelled except upon thirty (30) days prior notice to
Landlord. Upon failure at any time on the part of Tenant to procure and deliver
to Landlord the policy or certificate of insurance, as hereinabove provided,
stamped "Premium Paid" by the issuing company at least fifteen (15) days before
the expiration of the prior insurance policy or certificate, if any, or to pay
the premiums therefor, Landlord shall be at liberty, from time to time, as often
as such failure shall occur, to procure such insurance and to pay the premium
therefor, and any sums paid for insurance by Landlord shall be and become, and
are hereby declared, to be Additional Rent hereunder for the collection of which
Landlord shall have all the remedies provided for in this Lease or by law for
the collection of rent. Payment by Landlord of such premium or the carrying by
Landlord of any such policy shall not be deemed to waive or release the default
of Tenant with respect thereto. Tenant's failure to provide and keep in force
the aforementioned insurance shall be regarded as an Event of Default hereunder
entitling Landlord to exercise any or all of the remedies as provided in this
Lease.

                                  ARTICLE XXVII

                               TENANT'S LIABILITY

         in addition to the other obligations and liabilities of the Tenant set
forth herein, Tenant shall reimburse Landlord for all expenses, damages or
fines, incurred or suffered by Landlord by reason of any breach, violation or
nonperformance by Tenant, its agents, servants, employees, invitees Or licensees
of any covenant or provision of this Lease, or by reason of damage to persons or
property caused by moving property of or for Tenant in or out of the Building,
or by the installation or removal of furniture or other property of or for
Tenant, or by reason of or arising out of the carelessness, negligence or
improper conduct of Tenant, or its agents, servants, employees, invitees and
licensees in the use or occupancy of the Premises. Any such expense shall be
deemed Additional Rent, due in the next calendar month after it is incurred.

                                 ARTICLE XXVIII

                                SECURITY DEPOSIT

         26.01 USE AND DISPOSITION: If an Event of Default occurs, Landlord may
use, apply or retain the whole or any part of the Security Deposit to the extent
required for the payment of any Basic Rent, Additional Rent or any other sum as
to which Tenant is in default or for any sum which Landlord

                                      -11-

<PAGE>   12
may expend or may be required to expend by reason of Tenant's default in respect
of any of the terms, covenants or conditions of this lease, including but not
limited to, any damages or deficiency accruing before or after summary
proceedings or other re-entry by Landlord. In the event that Tenant shall fully
and faithfully comply with all of the terms, covenants and conditions of this
Lease, the Security Deposit shall be returned to Tenant without interest after
the Termination Date and after delivery of possession of the entire Premises to
Landlord.

         28.02 TRANSFER OF DEPOSIT: In the event of a sale of the Real Property
or a leasing thereof, Landlord shall have the right to transfer the Security
Deposit to the vendee or lessee, as the case may be, and Landlord shall
thereupon be released by Tenant from all liability for the return of such
Security Deposit; Tenant agrees to look to the new landlord solely for the
return of the Security Deposit; and it is agreed that the provisions hereof
shall apply to every transfer or assignment made of the Security Deposit to a
new owner or lessee, Tenant further covenants that it will not assign or
encumber or attempt to assign or encumber the Security Deposit and that neither
Landlord nor its successors or assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.

                                  ARTICLE XXIX

                                  MISCELLANEOUS

         29.01 RESERVATION OF RIGHTS: Landlord reserves the following rights;

         (a) During the last ninety (90) days of the Term, to redecorate,
remodel, repair, alter or otherwise prepare the Premises for reoccupancy;

         (b) To maintain pass keys to the Premises; and

         (c) To enter upon the Premises and exercise the foregoing rights hereby
reserved without being deemed to have caused an eviction or disturbance of
Tenant's use and possession of the Premises and without being liable in any
manner to Tenant.

         29.02 MECHANICS' LIENS: Any mechanics', materialmen's or laborer's lien
filed against the Real property for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant shall be bonded or otherwise
removed by Tenant at Tenant's expense within ten (10) days.

         29.03 NOTICE OF FIRE AND ACCIDENTS: Tenant shall give Landlord
immediate notice in case of fire or accident on the Premises or, it involving
Tenant, its servants, agents, employees, invitees or licensees, in the Building
or on the Real Property.

         29.04 DIRECTORY: Landlord shall furnish and service at the entrance of
the Building a directory, listing a reasonable and customary number of names
that Tenant may from time to time request to be listed in such directory.

         29.05 FORCE MAJEURE: If by reason of an Excusable Delay, including,
without limitation, a strike, labor troubles or other cause beyond Landlord's
control, or governmental preemption in connection with a national emergency or
any rule, order or regulation of any Governmental Authority, or conditions of
supply and demand which are affected by war or other emergency, Landlord shall
be unable to fulfill its obligations under this Lease or shall be unable to
supply any service which Landlord is obligated to supply, this Lease and
Tenant's obligation to pay Basic Rent and Additional Rent hereunder shall in no
way be affected, impaired or excused.

         29.06 BROKER. Tenant represents that it has not dealt with any real
estate broker in connection with this Lease, other than the Broker. Tenant
indemnities and holds Landlord harmless of and from any and all claims,
liabilities, costs or damages Landlord may incur as a result of a breach of this
representation.

         29.07 CONSTRUCTION: The following rules shall be employed in
interpreting this Lease:

         (a) Whenever in this Lease any words of obligation or duty are used,
such words or expressions shall have the same force and of fact as though made
in the form of covenants;

         (b) Words of any gender used in this Lease shall be held to include
any other gender, and words in the singular number shall be held to include the
plural, when the sense requires;

         (c) All pronouns and any variations thereof shall be deemed to refer to
the neuter, masculine, feminine, singular or plural as the identity of the
Tenant requires;

         (d) No remedy or election given by any provision in this Lease shall be
deemed exclusive unless so indicated, but each shall, wherever possible, be
cumulative with all other remedies in law or equity except as otherwise
specifically provided;

         (e) If, and to the extent that, any of the provisions of any Exhibits
to this Lease conflict or are otherwise inconsistent with any of the preceding
provisions of this Lease, or of the Rules and Regulations appended to this
Lease, whether or not such inconsistency is expressly noted in the Exhibits, the
provisions of the Exhibits shall prevail, and in case of inconsistency with said
Rules and Regulations, shall be deemed a waiver of such Rules and Regulations
with respect to Tenant to the extent of such inconsistency; 

                                      -12-
<PAGE>   13

     (f) The parties mutually agree that the headings and captions contained in
this Lease are Inserted for convenience of reference only, and are not to be
deemed part of or to be used In construing this Lease;

     (g) Each provision hereof on the Tenant's part to be performed shall be
deemed a covenant running with the land;

     (h) This Lease has been executed and delivered in the State of New Jersey
and shall be construed in accordance with the laws of the State of New Jersey:

     (i) Landlord has made no representations or promises with respect to the
Premises or the Real Property, except as expressly contained herein. Tenant has
inspected the Premises and agrees to take the same in an "As is" condition,
except as otherwise expressly set forth. Landlord shall have no obligation,
except as herein set forth, to do any work in and to the Premises to render them
ready for occupancy and use by Tenant.

     29.08 NO RECORDATION: Tenant shall not record this Lease or a memorandum
thereof.

                                   ARTICLE XXX

                         TRANSFER OF LANDLORD'S INTEREST

     If the Landlord hereinbefore named in this Lease, or a successor Landlord
as hereinafter defined, transfers title to the Premises, Building or Real
Property, or leases same to another, and in connection therewith assigns this
Lease to such transferee or lessee, then from and after the date of such
assignment, the transferee or lessee shall be the successor Landlord, all of the
obligations of the Landlord shall devolve upon its successor, and the Landlord
or successor Landlord making the transfer or lease and assignment shall be
entirely freed and relieved of all of the obligations of the Landlord herein
thereafter accruing.

                                  ARTICLE XXXI

                                     INSERTS

     Listed below are particulars of this Lease referred to in other Sections 
hereof:

                     AS PER LETTER OF INTENT DATED 6/28/93

     31.01 BASIC RENT: $/ YEAR 1  $34,164.00  per annum;  $2,847.00 per month

                          YEAR 2  $39,858.00  per annum;  $3,321.00 per month

                          YEAR 3  $45,552.00  per annum;  $3,796.00 per month
                                                                
     31.02 BROKER: JOHN D. LAZARUS INC.                                 
                                                                        
     31.03 BUILDING: RARITAN PLAZA II, EDISON, N.J.                     
                                                                        
     31.04 ESTIMATED COMMENCEMENT DATE: AUGUST 1, 1993                  
                                                                        
     31.05 RENTABLE AREA OF THE BUILDING: 80,240 SQ. FT.                
                                                                        
     31.06 RENTABLE AREA OF THE PROMISES:  2,847 SQ. FT.                

     31.07 SECURITY DEPOSIT: ONE MONTH'S RENT 

     31.08 TENANT'S PROPORTIONATE SHARE:  3.55%                       

     31.09 NUMBER OF CONSECUTIVE MONTHS IN TERM:  37

     31.10 ADDITIONAL USES:  NONE

     31.11 BASE TAX YEAR:  1993





     31.12 BASE OPERATING YEAR:  1993

                                                                     
     31.13 SPECIAL HVAC OVERTIME CHARGE PER HOUR:  $18.00            
                                                                     
     31.14 ESTIMATED MONTHLY ELECTRICAL CHARGE:  $296.56             
                                   
     31.15 INSURANCE: $        for personal injury (including death) per person;
$        for personal injury (including death) per occurrence; and $       for 
property damage.

                                      -13-



<PAGE>   14

                                  ARTICLE XXXII

                            SUCCESSORS & ATTACHMENTS

        The Exhibits and other Attachments to this Lease are hereinafter
enumerated; and the terms and conditions of this Lease and Attachments shall
inure to and be binding upon the parties hereto and their respective heirs or
successors and assigns.

                           ENUMERATION OF ATTACHMENTS

        Rules and Regulations
        EXHIBIT A: Work Letter
        EXHIBIT B: Site Plan
        EXHIBIT C: Floor Plan Indicating Premises
        EXHIBIT D: Building Cleaning Specifications





        ADDITIONAL ITEMS AS CONTAINED ON THE ANNEXED LETTER OF INTENT BETWEEN
        THE PARTIES SHALL BE INCORPORATED HEREIN BY REFERENCE.













     IN WITNESS WHEREOF, the parties hereto have executed this Lease on the day
and year first above written.



                                     /s/ George R. Laufenberg
                                     ------------------------------------------
                                     NJ CARPENTERS PENSION FUND

                                                                       LANDLORD

                                     BY:  GEORGE R. LAUFENBERG
                                          ADMINISTRATIVE MANAGER


                                     /s/ Warren Zimmerman
                                     ------------------------------------------
                                     OPTICAL SYSTEMS INC.

                                                                         TENANT

                                     BY:  WARREN ZIMMERMAN
                                          PRESIDENT






                                      -14-
<PAGE>   15

                              RULES AND REGULATIONS

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

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

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

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

     5. When electric wiring of any kind is introduced, it must be connected as
directed by Landlord, and no stringing or cutting of wires will be allowed,
except with the prior written consent of Landlord, and shall be done only by
contractors approved by Landlord. The number and location of telephones,
telegraph instruments, electric appliances, call boxes, etc., shall be approved
by Landlord. No tenant shall lay linoleum or other similar floor covering so
that the same shall be in direct contact with the floor of the Premises; and if
linoleum or other similar floor covering is desired to be used, an interlining
of builder's deadening felt shall be first affixed to the floor by a paste or
other material, the use of cement or other similar adhesive material being
expressly prohibited.

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

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

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

     9. Tenant shall not employ any person or persons other than Landlord's
janitors for the purpose of cleaning the Premises, without prior written consent
of Landlord. Landlord shall not be responsible to Tenant for any loss of
property from the Premises however occuring, or for any damage done to the
effects of Tenant by such janitors or any of its employees, or by any other
person or any other cause. The janitor's service furnished by Landlord does not
Include the beating or cleaning of carpets or rugs.

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

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

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

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

    14. After 6 P.M. until 8:00 A.M. on weekdays, after 1:00 P.M. on Saturdays
and at all hours on Sundays and legal holidays, the Building is closed. Landlord
reserves the right to exclude from the Building during such periods all persons
who do not present a pass to the Building signed by Tenant. Each tenant shall be
responsible for all persons for whom he issues such pass and shall be liable to
Landlord for all acts of such persons.

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

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

    17, There shall not be used in the Premises or in the Building, either by
Tenant or by others in the delivery or receipt of merchandise, any hand trucks
except those equipped with rubber tires and side guards, and no hand trucks will
be allowed in passenger elevators.
     

                                      -14-
<PAGE>   16

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

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

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

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

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

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

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

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

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

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

     22. The Tenant, its employees, agents, representatives, invitees and
business visitors shall comply promptly and courteously with the directions of
any building security personnel hired by Landlord.












<PAGE>   17
                        BUILDING CLEANING SPECIFICATIONS

A. GENERAL (FIVE NIGHTS PER WEEK)

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

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

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

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

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

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

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

  8.  All water coolers to be washed.

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

  10. All telephones to be hand-dusted.

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

  12. All fingerprints and smudges to be removed from painted verticle surfaces
      whenever and wherever practicable.

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

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

B. LAVATORIES (Five Nights Per Week)

  1.  All lavatory rooms to be swept and washed nightly with Phenolic or
      Quaternary disinfectant and power machine scrubbed monthly.

  2.  All mirrors, shelves, bright work and enameled surfaces in lavatories to
      be washed and polished.

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

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

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

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

  7.  All paper towel receptacles to be emptied.

  8.  All sanitary napkin disposal receptacles to be emptied.

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

C. HIGH DUSTING  

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

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

  3.  All pipes, ventilating and air conditioning louvres, ducts, high mouldings
      and other high areas not reached in daily cleaning to be dusted at least
      once per month.

D. LOBBY

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

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




                                   EXHIBIT D