LEASE AGREEMENT

                                     BETWEEN

                               MATRIX/AEW NB, LLC,

                                                       LESSOR,


                                      -AND-


                              SENESCO TECHNOLOGIES,


                                                       LESSEE.




                      --------------------------------------

                              DATED: March 16, 2001

                      --------------------------------------



Prepared by:

Michael C. Woodruff, Esquire
Drinker Biddle & Shanley LLP
500 Campus Drive
Florham Park, New Jersey 07932-1047


<PAGE>

                              TABLE OF CONTENTS

                                                                           Page

PRELIMINARY STATEMENT........................................................1

ARTICLE 1        DEFINITIONS.................................................1
ARTICLE 2        DEMISE; TERM................................................9
ARTICLE 3        BASIC RENT; ADDITIONAL RENT................................13
ARTICLE 4        REAL ESTATE TAXES..........................................14
ARTICLE 5        OPERATING EXPENSES.........................................16
ARTICLE 6        UTILITY COSTS..............................................18
ARTICLE 7        MAINTENANCE, ALTERATIONS AND  ADDITIONS;
                 REMOVAL OF TRADE FIXTURES..................................20
ARTICLE 8        USE OF DEMISED PREMISES....................................22
ARTICLE 9        LESSOR'S SERVICES..........................................23
ARTICLE 10       COMPLIANCE WITH REQUIREMENTS; RULES AND
                 REGULATIONS................................................26
ARTICLE 11       COMPLIANCE WITH ENVIRONMENTAL LAWS.........................27
ARTICLE 12       DISCHARGE OF LIENS.........................................30
ARTICLE 13       PERMITTED CONTESTS.........................................31
ARTICLE 14       INSURANCE; INDEMNIFICATION.................................31
ARTICLE 15       ESTOPPEL CERTIFICATES......................................36
ARTICLE 16       ASSIGNMENT AND SUBLETTING..................................38
ARTICLE 17       CASUALTY...................................................43
ARTICLE 18       CONDEMNATION...............................................45
ARTICLE 19       EVENTS OF DEFAULT..........................................46
ARTICLE 20       CONDITIONAL LIMITATIONS; REMEDIES..........................48
ARTICLE 21       ACCESS; RESERVATION OF EASEMENTS...........................51
ARTICLE 22       ACCORD AND SATISFACTION....................................53
ARTICLE 23       SUBORDINATION..............................................53
ARTICLE 24       LESSEE'S REMOVAL...........................................55
ARTICLE 25       BROKERS....................................................56
ARTICLE 26       NOTICES....................................................56
ARTICLE 27       NATURE OF LESSOR'S OBLIGATIONS.............................57
ARTICLE 28       SECURITY DEPOSIT...........................................57
ARTICLE 29       MISCELLANEOUS..............................................58

SCHEDULE A       DESCRIPTION OF LAND
SCHEDULE B       BASIC RENT
SCHEDULE C       FLOOR PLAN
SCHEDULE C-1     ADJACENT SPACE
SCHEDULE D       FINISH WORK
SCHEDULE E       PRELIMINARY DRAWINGS
SCHEDULE E-1     ADJACENT SPACE WORK PRELIMINARY DRAWINGS
SCHEDULE F       RULES AND REGULATIONS

                                       -i-
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Table of Contents/Authorities.

                                       i
<PAGE>

                                 LEASE AGREEMENT
                                 ---------------


     LEASE  AGREEMENT  (this  "Lease"),  made  as of  March  16,  2001,  between
MATRIX/AEW  NB, LLC (the  "LESSOR"),  a New Jersey  limited  liability  company,
having an address c/o Matrix Realty,  Inc., 3 Centre Drive,  Monroe,  New Jersey
08831, and SENESCO  TECHNOLOGIES,  INC. (the "LESSEE"),  a Delaware corporation,
having an address at 303 George Street,  4th Floor,  New  Brunswick,  New Jersey
08901.

                              PRELIMINARY STATEMENT
                              ---------------------

     LESSOR is the owner in fee  simple  of a  certain  tract of land  lying and
being in the City of New Brunswick,  County of Middlesex and State of New Jersey
(the "Land"), as more particularly  described on Schedule A annexed hereto, upon
which  there is an office  building  and  other  related  improvements.  For the
purposes of this Lease,  the Land and the office  building,  including all other
improvements on the Land and all fixtures and  appurtenances to the Land and the
office building, are hereinafter collectively referred to as the "Premises".

     The office  building  located on the Land is commonly known as Plaza I, 303
George Street,  New Brunswick,  New Jersey (the  "Building").  LESSEE desires to
lease from LESSOR  approximately  1,369 rentable  square feet of office space in
the Building in accordance with, and subject to, the provisions of this Lease.

     NOW, THEREFORE, LESSOR and LESSEE agree as follows:

                                  ARTICLE 1
                                  ---------

                                 DEFINITIONS
                                 -----------

          1.1 As used in this  Lease,  the  following  terms have the  following

respective meanings:

               (a) Additional Rent: defined in Section 3.2.
                   ---------------

               (b) Adjacent Space:  the portion of the fourth  (4th)floor of the
                   --------------
Building  cross-hatched  on the  floor  plan  annexed  hereto as  Schedule  C-1,
consisting of approximately 253 rentable square feet.

<PAGE>
               (c) Adjacent Space  Commencement Date: defined in Section 2.6(d).
                   ---------------------------------

               (d) Adjacent Space Work: defined in Schedule D.
                   -------------------

               (e) Base Insurance Costs:  LESSOR'S  Insurance Costs for the Base
                   --------------------
Period.

               (f) Base Operating Expenses:  LESSOR'S Operating Expenses for the
                   -----------------------
Base Period.

               (g) Base Period: the calendar year 2001.
                   -----------

               (h) Base Taxes: shall mean the Taxes for the Base Period.
                   ----------

               (i) Base Utility  Costs:  shall be the costs of electric  service
                   -------------------
and gas service for the Premises  determined  by  multiplying  the utility usage
during the twelve (12) month period immediately preceding the date of this Lease
by the average  rates for  transmission  and  generation  in effect  during said
twelve (12) month period (including surcharges and fuel energy adjustments).

               (j) Basic Rent:  defined in Section 3.1 and specified in Schedule
                   ----------
B annexed hereto.

               (k) Basic Rent Payment Dates:  the first day of each  consecutive
                   ------------------------
calendar month during the Term.

               (l) Building: defined in the Preliminary Statement.
                   --------

               (m)  Building's  Complex  Percentage:  shall  mean  the  quotient
                    -------------------------------
(converted to a percentage) of the total rentable square footage of the Building
divided by the total  rentable  square  footage of all buildings  located on the
Land from time to time.

               (n)  Building  Holidays:  shall  mean  Sunday,  New  Year's  Day,
                    ------------------
President's  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day, the day after Thanksgiving and Christmas Day.

               (o) Building Hours: 8:00 AM to 6:00 PM, Monday through Friday and
                   --------------
8:00 AM to 1:00 PM on Saturday, except for Building Holidays.


                                       2
<PAGE>


               (p) Commencement Date: defined in Section 2.2(b).
                   -----------------

               (q) Demised Premises:  subject to Section 2.6(c),  the portion of
                   ----------------
the fourth (4th) floor of the Building  cross-hatched  on the floor plan annexed
hereto as Schedule C, consisting of approximately 1,369 rentable square feet.

               (r)  Environmental  Laws:  all statutes,  regulations,  codes and
                    -------------------
ordinances of any  governmental  entity,  authority,  agency  and/or  department
relating to (i) air emissions,  (ii) water  discharges,  (iii) noise  emissions,
(iv) air,  water or ground  pollution or (v) any other  environmental  or health
matter,  including,  but not limited to, ISRA, the New Jersey Spill Compensation
and Control Act,  N.J.S.A.  58:10-23.11 et seq. and the regulations  promulgated
thereunder,  the  Hazardous  Substance  Discharge  -- Reports and  Notices  Act,
N.J.S.A.  13:1K-15 et seq. and the regulations promulgated  thereunder,  and the
Comprehensive Environmental Response,  Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq. and the regulations promulgated thereunder.

               (s) Events of Default: defined in Article 19.
                   -----------------

               (t) Excusable Delay: any delay caused by governmental  action, or
                   ---------------
lack thereof;  shortages or unavailability  of materials and/or supplies;  labor
disputes  (including,  but not limited to,  strikes,  slow downs,  job  actions,
picketing  and/or  secondary  boycotts);  fire  or  other  casualty;  delays  in
transportation;  acts of God; directives or requests by any governmental entity,
authority,   agency  or  department;  any  court  or  administrative  orders  or
regulations;  adjustments  of  insurance;  acts of declared or  undeclared  war,
public  disorder,  riot or civil  commotion;  or by  anything  else  beyond  the
reasonable control of LESSOR,  including delays caused directly or indirectly by
an act or a failure to act by LESSEE or LESSEE'S Visitors.

               (u) Fair Market Value: the amount a willing and independent buyer
                   -----------------
would pay for the Premises to a willing and  independent  seller  (neither party
being  forced to buy or sell) if the  Building  were being used for the purposes
permitted by this Lease.

               (v) Final Plans:  defined in Paragraph 2(a) of Schedule D annexed
                   -----------
hereto.

               (w) Finish Work:  defined in Paragraph 2(b) of Schedule D annexed
                   -----------
hereto.

                                       3
<PAGE>

               (x) Insurance  Requirements:  all terms of any  insurance  policy
                   -----------------------
maintained  by LESSOR with respect to the Premises and all  requirements  of the
National  Board of Fire  Underwriters  (or any  other  body  exercising  similar
function) applicable to or affecting all or any part of the Premises.

               (y)  ISRA:  Industrial  Site  Recovery  Act of the  State  of New
                    ----
Jersey,  N.J.S.A.  13:1K-6 et. seq. and the regulations  promulgated thereunder,
together with any amendments thereto and/or substitutions thereof.

               (z) Land:  defined in the Preliminary  Statement and described by
                   ----
metes and bounds annexed hereto as Schedule A.

               (aa) Land Expenses:  those costs or expenses paid or incurred by,
                    -------------
or charged to, LESSOR in connection with the ownership,  operation,  management,
maintenance and repair of the Land,  including,  but not limited to, the cost of
snow and ice removal; maintenance and cleaning of the plaza areas, parking areas
and driveways  (including  resurfacing and  restriping);  regulation of traffic;
landscape  and grounds  maintenance;  painting  and/or  sealing of the  exterior
common  areas;  wages,  salaries,  fringe  benefits and other labor costs of all
persons  engaged for the operation,  maintenance and repair of the Land, and the
payroll taxes and workers'  compensation for such persons;  rentals of machinery
and equipment  used in the operation and  maintenance of the Land; and any other
cost or  expense,  which,  in  accordance  with  generally  accepted  accounting
principles  and the standard  management  practices,  would be  considered as an
expense of operating, managing, maintaining or repairing the Land.

               (ab) Lease Year:  the twelve (12) month period  commencing on the
                    ----------
Commencement Date and expiring on the day immediately  preceding the first (1st)
anniversary of the Commencement Date, inclusive, and each succeeding twelve (12)
month period during the Term;  provided,  however, if the Commencement Date is a
day other than the first (1st) day of a calendar month, then the last Lease Year
shall include the period from the  anniversary of the  Commencement  Date to and
including the Termination Date.

               (ac)  Legal  Requirements:   all  statutes,   codes,  ordinances,
                     -------------------
regulations,  rules,  orders,  directives and  requirements of any  governmental
entity, authority, agency and/or department,  which now or at any time hereafter
may be applicable to the

                                       4
<PAGE>

Premises or any part thereof,  including, but not limited to, all Environmental
Laws.

               (ad) LESSEE:  the party defined as such in the first paragraph of
                    ------
this Lease.

               (ae) LESSEE'S Notice: defined in Section 16.2.
                    ---------------

               (af)  LESSEE'S  Proportionate  Share:  for all  purposes  of this
                     ------------------------------
Lease,  it is agreed to be 1.43%;  provided,  however,  that after the  Adjacent
Space Commencement Date, it shall be 1.75%.

               (ag) LESSEE'S  Visitors:  LESSEE'S agents,  servants,  employees,
                    ------------------
subtenants,  contractors,  invitees,  licensees and all other persons invited by
LESSEE into the Demised Premises as guests or doing lawful business with LESSEE.

               (ah) LESSOR:  the party defined as such in the first paragraph of
                    ------
this  Lease,  including  at any time  after the date  hereof,  the then owner of
LESSOR'S interest in the Premises.

               (ai)  LESSOR'S  Estimated  Insurance  Costs:  defined  in Section
                     -------------------------------------

14.2(c).

               (aj) LESSOR'S Estimated  Operating  Expenses:  defined in Section
                    ---------------------------------------
5.2.

               (ak)  LESSOR'S  Expense   Statement:   defined  in  Section  5.2.
                     -----------------------------

               (al)  LESSOR'S  Insurance  Costs:  defined  in  Section  14.2(a).
                     --------------------------

               (am) LESSOR'S  Insurance  Statement:  defined in Section 14.2(c).
                    ------------------------------

               (an) LESSOR'S Operating  Expenses:  the sum of (i) those costs or
                    ----------------------------
expenses paid or incurred by LESSOR in connection with the ownership, operation,
management,  maintenance and repair of the Building,  including, but not limited
to, the cost of sewer meter  charges;  water;  window  cleaning;  exterminating;
maintenance,  repair and replacement of utility systems; maintenance and repairs
of any kind for which LESSOR is not  reimbursed;  painting and/or sealing of the
exterior of the Building;  management fees;  maintenance and service agreements;
security  services  and/or  alarm and fire  protection  systems  and  equipment;
janitorial services;

                                      5
<PAGE>


elevator service (if provided); wages, salaries, fringe benefits and other labor
costs of all persons engaged by LESSOR for the operation, maintenance and repair
of the Building; payroll taxes and workers' compensation for such persons; legal
and accounting  expenses (except legal expenses  incurred in preparing leases or
enforcing  the  terms of  leases);  licenses,  permits  and  other  governmental
charges;   rentals  of  machinery  and  equipment  used  in  the  operation  and
maintenance of the Building; and any other expense or cost, which, in accordance
with  generally  accepted  accounting  principles  and the  standard  management
practices  for buildings  comparable to the Building,  would be considered as an
expense of operating,  managing, maintaining or repairing the Building; and (ii)
the  Building's  Complex  Percentage  of Land  Expenses.  Excluded from LESSOR'S
Operating Expenses are Taxes;  LESSOR'S Insurance Costs;  Utility Costs; capital
improvement  costs;  costs  reimbursed  by  insurance;  the  cost of any work or
service  performed  by LESSOR for LESSEE or for any other tenant of the Building
to the extent  such work or service is not  required  by this Lease or the lease
for such other tenant,  whichever the case may be,  regardless of whether LESSEE
or  such  other  tenant  reimburses  LESSOR;  the  cost of any  work or  service
performed by LESSOR for any tenant of the Building pursuant to the terms of said
tenant's  lease to the  extent  such work or service is in excess of the work or
service  which  LESSOR is  obligated  to  perform  under  this  Lease;  costs in
connection with preparing  space for a new tenant;  advertising  expenses;  real
estate brokers' commissions;  franchise,  transfer, inheritance or capital stock
taxes or other  taxes  imposed  upon or  measured  by the  income or  profits of
LESSOR;  and  administrative  wages  and  salaries  or  any  other  general  and
administrative  overhead  of  LESSOR.  All  accounting  for  LESSOR'S  Operating
Expenses  shall be on the accrual  basis.  In the event that, at any time during
the Term,  the Building is not fully  leased and  occupied by tenants,  LESSOR'S
Operating  Expenses  shall be projected as if the Building  were 95% occupied at
all times.

               (ao) LESSOR'S Tax Statement: defined in Section 4.2.
                    ----------------------

               (ap) LESSOR'S Utility Statement: defined in Section 6.2.
                    --------------------------

               (aq) Lien: any mortgage,  pledge,  lien,  charge,  encumbrance or
                    ----
security   interest  of  any  kind,   including   any  inchoate   mechanic's  or
materialmen's lien.

               (ar) Major Work: defined in Section 7.5(b).
                    ----------

                                       6
<PAGE>

               (as) Monthly Expense Payment: defined in Section 5.3.
                    -----------------------

               (at) Monthly Insurance Payment: defined in Section 14.2(d).
                    -------------------------

               (au) Monthly Tax Payment: defined in Section 4.3.
                    -------------------

               (av) Net Award:  any  insurance  proceeds or  condemnation  award
                    ---------
payable in connection with any damage,  destruction or Taking, less any expenses
incurred by LESSOR in recovering such amount.

               (aw) Net Rental Proceeds:  in the case of a sublease,  the amount
                    -------------------
by which the aggregate of all rents,  additional charges or other  consideration
payable under a sublease to LESSEE by the subtenant (including sums paid for the
sale  or  rental  of  LESSEE'S  fixtures,  leasehold  improvements,   equipment,
furniture or other personal property) exceeds the sum of (i) the Basic Rent plus
all amounts payable by LESSEE pursuant to the provisions  hereof during the term
of the sublease in respect of the subleased space, (ii) brokerage commissions at
prevailing  rates due and owing to a real  estate  brokerage  firm,  (iii) other
customary  and  reasonable  costs  incurred  by  LESSEE in  connection  with the
subleasing,  and  (iv) the then net  unamortized  or  undepreciated  cost of the
fixtures,  leasehold  improvements,   equipment,  furniture  or  other  personal
property  included  in the  subletting;  and in the case of an  assignment,  the
amount by which all sums and other considerations paid to LESSEE by the assignee
of this Lease for or by reason of such  assignment  (including sums paid for the
sale of LESSEE'S fixtures, leasehold improvements, equipment, furniture or other
personal  property)  exceeds the sum of (i) brokerage  commissions at prevailing
rates due and owing to a real estate  brokerage  firm,  (ii) other customary and
reasonable costs incurred by LESSEE in connection with the assignment, and (iii)
the  then net  unamortized  or  undepreciated  cost of the  fixtures,  leasehold
improvements,  equipment,  furniture  or  other  personal  property  sold to the
assignee.

               (ax) New Space: defined in Section 29.4(a).
                    ---------

               (ay) Option Period: defined in Section 2.5(a).
                    -------------

               (az) Premises: defined in the Preliminary Statement.
                    --------


                                       7
<PAGE>

               (ba) Prime  Rate:  the prime  commercial  lending  rate  publicly
                    -----------
announced from time to time by Citibank N.A.

               (bb) Projected Taxes: defined in Section 4.2.
                    ---------------

               (bc) Recapture Notice: defined in Section 16.5(a).
                    ----------------

               (bd) Recapture Space: defined in Section 16.5(a).
                    ---------------

               (be) Restoration:  the restoration,  replacement or rebuilding of
                    -----------
the  Building  or any  portion  thereof as nearly as  practicable  to its value,
condition and character immediately prior to any damage, destruction or Taking.

               (bf) Rules and Regulations:  shall mean the rules and regulations
                    ---------------------
set forth in  Schedule  F, as same may be amended  from time to time as provided
herein.

               (bg) Taking: a taking of all or any part of the Premises,  or any
                     -----
interest therein or right accruing thereto,  as the result of, or in lieu of, or
in anticipation  of, the exercise of the right of condemnation or eminent domain
pursuant  to any  law,  general  or  special,  or by  reason  of  the  temporary
requisition of the use or occupancy of the Premises or any part thereof,  by any
governmental authority, civil or military.

               (bh) Taxes: all real estate taxes and assessments or substitutes
                    ----
therefor   (including,   without   limitation,   amounts   payable   under   any
"payment-in-lieu  agreement" (as hereinafter  defined)) or supplements  thereto,
upon,  applicable,  attributable  or assessed  against the  Premises or any part
thereof.  If and to the extent that due to a change in the method of taxation or
assessment any franchise,  capital stock, capital, rent, income, profit or other
tax or charge shall be substituted by the  applicable  taxing  authority for the
Taxes now or  hereafter  imposed  upon the  Premises or any part  thereof,  such
franchise,  capital stock, capital,  rent, income, profit or other tax or charge
shall be deemed included in the term "Taxes", provided, however, that the amount
of such tax, assessment,  levy, imposition,  charge or fee deemed to be included
in the term "Taxes" shall be determined as if the Premises was the only asset of
LESSOR and as if the rent received therefrom were the only income of LESSOR. The
term "payment-in-lieu  agreement",  as used herein, means any agreement pursuant
to which,  inter  alia,  payments  are made in lieu of all or any portion of the
real estate taxes which would otherwise be assessed  against the Premises or any
part thereof.  LESSEE hereby


                                       8
<PAGE>


acknowledges  and agrees that (i) LESSOR shall have no  obligation to enter into
any  payment-in-lieu   agreement,  and  (ii)  if  LESSOR  elects,  in  its  sole
discretion,  to enter into any payment-in-lieu  agreement,  LESSOR shall have no
obligation  to keep the  agreement in effect,  it being  understood  that LESSOR
shall have the right,  in its sole  discretion,  at any time,  to  terminate  or
otherwise discontinue any such payment-in-lieu agreement.

               (bi) Term: defined in Section 2.2.
                    ----

               (bj)  Termination  Date: the day immediately  preceding the fifth
                     -----------------
(5th) anniversary of the Commencement  Date, or such earlier date upon which the
Term may expire or be terminated pursuant to any of the conditions of this Lease
or pursuant to law.

               (bk)   Underlying   Encumbrance:   defined   in   Section   23.1.
                      ------------------------

               (bl)  Utility  Costs:   the  sum  of  (i)  all  costs  (including
                     --------------
surcharges  and  adjustments)  paid or  incurred  by LESSOR  for fuel,  electric
service  and gas service for the  Building  (including,  but not limited to, all
leased  and  leaseable   areas,   interior  common  areas  and  Building  common
facilities);  and (ii) the Building's Complex Percentage of all costs (including
surcharges  and  adjustments)  paid or incurred  by, or charged  to,  LESSOR for
electric  service  for the Land  (excluding  any  electric  service to any other
building or buildings as may, from time to time, be located on the Land).

               (bm) Utility Increase: defined in Section 6.2.
                    ----------------

               (bn) Utility Payment: defined in Section 6.2.
                    ---------------

                                  ARTICLE 2
                                  ---------

                                 DEMISE; TERM
                                 ------------

          2.1 LESSOR,  for and in  consideration  of the  covenants  hereinafter
contained  and made on the part of the LESSEE,  does hereby  demise and lease to
LESSEE, and LESSEE does hereby hire from LESSOR, the Demised Premises,  together
with the  non-exclusive  right to use the portions of the Premises  intended for
common use, subject, however, to the terms and conditions of this Lease.


                                       9
<PAGE>


          2.2 (a) The term (the  "Term") of this  Lease  shall  commence  on the
Commencement Date and shall end on the Termination Date.

               (b) The "Commencement  Date" shall be deemed to be the earlier to
occur of (i) the date on which  LESSEE takes  occupancy of the Demised  Premises
for the purposes of conducting its business or (ii) the date of LESSOR'S  notice
to LESSEE  that the Finish  Work (as  defined in  Schedule D annexed  hereto) is
substantially  completed  in  accordance  with the Final  Plans (as  defined  in
Schedule D).

               (c) As used herein,  the phrase  "substantially  completed" shall
mean that (i) the Finish Work has been  completed in  accordance  with the Final
Plans,  other  than (x)  details  of  construction,  decoration  and  mechanical
adjustments  which are minor in character and the  non-completion  of which will
not unreasonably  interfere with LESSEE'S use of the Demised  Premises,  and (y)
any part of the  Finish  Work  which is not  completed  due solely to any act or
omission of LESSEE or LESSEE'S  Visitors;  and (ii) LESSOR has  obtained a valid
temporary or permanent  certificate  of occupancy  for the Demised  Premises or,
alternatively,  LESSOR has completed all Finish Work necessary to entitle LESSOR
to the issuance of a temporary or permanent  certificate of occupancy other than
any Finish  Work which is not  completed  due solely to any act or  omission  of
LESSEE or LESSEE'S  Visitors.  If the occurrence of any condition  listed in the
immediately  preceding  sentence  shall be delayed due to any act or omission of
any nature by LESSEE or LESSEE'S Visitors, including, but not limited to, delays
due to changes in or additions to the Finish Work requested by LESSEE, delays in
submission of  information  or  estimates,  delays in giving  authorizations  or
approvals,  or delays  due to the  postponement  of any work at the  request  of
LESSEE,  then the Commencement  Date shall be accelerated by a time period equal
to the number of days of delay so caused by LESSEE or LESSEE'S Visitors.

               (d) LESSEE  acknowledges  and agrees that neither  LESSOR nor any
employee,  agent or  representative  of LESSOR  has made any  express or implied
representations  or  warranties  with respect to the  physical  condition of the
Demised  Premises,  the fitness or quality  thereof or any other matter or thing
whatsoever with respect to the Demised Premises or any portion thereof, and that
LESSEE is not relying upon any such  representation or warranty in entering into
this  Lease.  Supplementing  the  foregoing,  LESSEE  agrees  further  to accept
possession  of the Demised  Premises in its "AS IS"  condition as of the date of
this

                                       10
<PAGE>


Lease, except for the Finish Work which LESSOR has agreed to complete and latent
defects.

          2.3 LESSEE,  by  entering  into  occupancy  of any part of the Demised
Premises, shall be conclusively deemed to have agreed that LESSOR up to the time
of such occupancy had performed all of its obligations hereunder with respect to
such part and that such  part,  except  for (a)  latent  defects,  and (b) minor
details of construction, decoration and mechanical adjustment referred to above,
was in satisfactory  condition as of the date of such  occupancy,  unless within
fifteen (15) days after such date LESSEE shall give notice to LESSOR  specifying
the respects in which the same was not in such condition.

          2.4 When the Commencement  Date occurs,  LESSOR and LESSEE shall enter
into an agreement  memorializing  the Commencement and Termination Dates of this
Lease.

          2.5 (a) Subject to the  provisions of this Section 2.5,  LESSOR hereby
grants to LESSEE  the right to extend the Term for a five (5) year  period  from
the fifth (5th)  anniversary  of the  Commencement  Date to the day  immediately
preceding the tenth (10TH) anniversary of the Commencement Date,  inclusive (the
"Option Period").

               (b) Provided (x) LESSEE is not in default  under this Lease as of
the exercise of its extension right or as of the day preceding the  commencement
of the Option  Period,  (ii) LESSEE has not assigned this Lease or sublet all or
any portion of the Demised  Premises and (iii)  LESSEE is  occupying  the entire
Demised  Premises,  then LESSEE  shall have the right to extend the Term for the
Option  Period by notice  given to LESSOR at least nine (9) months  prior to the
expiration of the original Term; LESSEE  acknowledges and agrees that time is of
the essence with respect to the giving of such notices.  If LESSEE exercises its
extension right,  then all of the terms and conditions of this Lease shall apply
during  the  Option  Period,  except  that the Basic  Rent  shall be  determined
pursuant to the  provisions  of Section II of  Schedule  B, LESSOR  shall not be
obligated to perform any work to the Demised Premises or to give LESSEE any work
allowance,  LESSEE  shall  accept  the  Demised  Premises  in its  then  "AS IS"
condition,  and LESSEE  shall not have any right to extend  the Term  beyond the
expiration of the Option Period.

               (c) The rights  granted  to LESSEE  under  this  Section  2.5 are
personal to Senesco  Technologies,  Inc., and they cannot be assigned separately
from this Lease or in connection


                                       11
<PAGE>


with an  assignment  of this  Lease,  except in  connection  with an  assignment
pursuant to Section 16.15.

          2.6 (a)  LESSOR  and  LESSEE  hereby  acknowledge  and agree  that the
Adjacent  Space is presently  leased to another  tenant of the  Building,  which
lease (the "Adjacent Space Lease") expires on August 1, 2001.  LESSOR and LESSEE
further acknowledge and agree that the Adjacent Space Lease may be terminated by
LESSOR and such tenant prior to August 1, 2001; provided,  however,  that LESSOR
shall not be liable to LESSEE for any loss,  cost,  damage or  liability  of any
kind in the event  that the  Adjacent  Space  Lease is not  terminated  prior to
August 1, 2001 or LESSOR is unable to deliver the Adjacent  Space for any reason
whatsoever at any time prior to the termination of this Lease.

               (b) As soon as reasonably practicable, LESSOR shall notify LESSEE
of the date upon which the Adjacent  Space Lease shall  terminate (the "Adjacent
Space Termination  Date"). As soon as reasonably  practicable after the Adjacent
Space  Termination  Date,  LESSOR  shall  perform  the  Adjacent  Space  Work in
accordance  with the terms of  Schedule D. LESSOR  shall have no  obligation  to
perform  the  Adjacent  Space  Work  until  after the  Adjacent  Space  Lease is
terminated and such space is vacated by the present tenant.

               (c) Commencing on the Adjacent Space  Commencement  Date,  LESSEE
shall lease from LESSOR the  Adjacent  Space,  and the term  "Demised  Premises"
shall  include the Adjacent  Space,  subject to all the terms and  conditions of
this Lease.

               (d) The "Adjacent Space  Commencement Date" shall be deemed to be
the earlier of the (i) date on which  LESSEE  takes  occupancy  of the  Adjacent
Space;  or (ii) the date of LESSOR'S  notice to LESSEE that the  Adjacent  Space
Work is  substantially  completed  (as defined in Section  2.2(e)) in accordance
with the Adjacent Space Work Plans (as defined in Schedule D).

               (e) As used herein,  the phrase  "substantially  completed" shall
mean that (i) the Adjacent Space Work has been completed in accordance  with the
Adjacent Space Work Plans,  other than (x) details of  construction,  decoration
and mechanical  adjustments which are minor in character and the  non-completion
of which will not  unreasonably  interfere  with  LESSEE'S  use of the  Adjacent
Space,  and (y) any part of the Adjacent  Space Work which is not  completed due
solely to any act or omission of LESSEE or  LESSEE'S  Visitors;  and (ii) LESSOR
has obtained a valid  temporary or permanent  certificate  of occupancy  for the
Adjacent Space or,


                                       12
<PAGE>


alternatively, LESSOR has completed all Adjacent Space Work necessary to entitle
LESSOR to the  issuance of a temporary  or  permanent  certificate  of occupancy
other than any Adjacent  Space Work which is not completed due solely to any act
or omission of LESSEE or LESSEE'S  Visitors.  If the occurrence of any condition
listed in the immediately  preceding sentence shall be delayed due to any act or
omission  of any  nature by  LESSEE or  LESSEE'S  Visitors,  including,  but not
limited to,  delays due to changes in or additions  to the  Adjacent  Space Work
requested by LESSEE, delays in submission of information or estimates, delays in
giving  authorizations  or approvals,  or delays due to the  postponement of any
work at the request of LESSEE,  then the Adjacent Space  Commencement Date shall
be  accelerated  by a time period equal to the number of days of delay so caused
by LESSEE or LESSEE'S Visitors.

                                  ARTICLE 3
                                  ---------

                         BASIC RENT; ADDITIONAL RENT
                         ---------------------------

          3.1 LESSEE shall pay rent ("Basic  Rent") to LESSOR during the Term in
the  amounts  and at the times  provided  in  Schedule B in lawful  money of the
United States of America,  except as expressly  provided in the next  succeeding
sentence.  In the event the  Commencement  Date shall be other than a Basic Rent
Payment Date,  the Basic Rent and  Additional  Rent payable  hereunder  shall be
prorated for the initial  fractional  month of the Term;  such prorated  amount,
together with the first full monthly  installment  of Basic Rent and  Additional
Rent due for the next succeeding  calendar month, shall be paid to LESSOR on the
Commencement Date.

          3.2 In addition to the Basic Rent,  LESSEE will pay and discharge when
due, as additional rent ("Additional Rent"), all other amounts,  liabilities and
obligations  which  LESSEE  herein  agrees to pay to LESSOR,  together  with all
interest,  penalties and costs which may be added thereto  pursuant to the terms
of this Lease;  each such amount,  liability and  obligation,  together with any
interest,   penalty  and/or  cost  thereon,  shall  be  deemed  Additional  Rent
regardless of whether it is specifically  referred to as Additional Rent in this
Lease.  LESSOR shall have all the rights,  powers and  remedies  provided for in
this Lease or at law or in equity or  otherwise  for  failure to pay  Additional
Rent as are available for nonpayment of Basic Rent.

          3.3 If any  installment  of Basic Rent or Additional  Rent is not paid
when due,  LESSEE  shall pay to LESSOR on demand,  as  Additional  Rent,  a late
charge  equal to four  percent  (4%) of the


                                       13
<PAGE>

amount unpaid.  In addition,  any  installment or  installments of Basic Rent or
Additional Rent accruing hereunder which are not paid within ten (10) days after
the date when  due,  shall  bear  interest  at the Prime  Rate from the due date
thereof until the date of payment,  which  interest  shall be deemed  Additional
Rent hereunder and shall be payable upon demand by LESSOR.

          3.4 LESSEE will contract for and pay all charges for telecommunication
services at any time  rendered  or used on or about the Demised  Premises to the
company  providing  the same before any interest or penalty may be added thereto
and will furnish to LESSOR,  upon request,  satisfactory  proof  evidencing such
payment.

          3.5 Except as herein  provided,  LESSEE hereby covenants and agrees to
pay to LESSOR during the Term,  at LESSOR'S  address for notices  hereunder,  or
such other place as LESSOR may from time to time designate,  without any offset,
set-off, counterclaim,  deduction, defense, abatement,  suspension, deferment or
diminution  of any kind (i) the  Basic  Rent,  without  notice or  demand,  (ii)
Additional Rent and (iii) all other sums payable by LESSEE hereunder.  Except as
otherwise expressly provided herein,  this Lease shall not terminate,  nor shall
LESSEE  have any right to  terminate  or avoid this Lease or be  entitled to the
abatement of any Basic Rent,  Additional Rent or other sums payable hereunder or
any reduction  thereof,  nor shall the  obligations  and  liabilities  of LESSEE
hereunder  be in any way  affected  for any reason.  The  obligations  of LESSEE
hereunder shall be separate and independent covenants and agreements.

                                  ARTICLE 4
                                  ---------

                              REAL ESTATE TAXES
                              -----------------

          4.1  LESSEE  shall  pay  to  LESSOR,  as  Additional  Rent,   LESSEE'S
Proportionate  Share of the  amount by which the  Taxes  for any  calendar  year
during the Term exceeds the Base Taxes;  provided,  however, that if any special
assessments  may be payable in  installments,  LESSOR may elect to pay same over
the longest period allowed by law. LESSEE'S Proportionate Share of the Taxes for
less than a calendar year shall be prorated and apportioned.

          4.2 On or about  January 1, 2002,  and  thereafter  within ninety (90)
days following the first day of each  succeeding  calendar year within the Term,
LESSOR  shall  determine  or  estimate  the  amount  by which  the Taxes for the
calendar year in question will exceed the Base Taxes (the "Projected Taxes") and
shall


                                       14
<PAGE>


submit  such  information  to  LESSEE  in a  written  statement  ("LESSOR'S  Tax
Statement").

          4.3  Commencing  on the first Basic Rent  Payment Date  following  the
submission  of any LESSOR'S Tax  Statement  and  continuing  thereafter  on each
successive  Basic Rent Payment Date until LESSOR  renders the next  LESSOR'S Tax
Statement, LESSEE shall pay to LESSOR on account of its obligation under Section
4.1 of this Lease, a sum (the "Monthly Tax Payment") equal to one-twelfth (1/12)
of LESSEE'S  Proportionate  Share of the Projected Taxes for such calendar year.
LESSEE'S first Monthly Tax Payment after receipt of LESSOR'S Tax Statement shall
be accompanied by the payment of an amount equal to the product of the number of
full months,  if any, within the calendar year which shall have elapsed prior to
such first  Monthly  Tax  Payment,  times the  Monthly  Tax  Payment;  minus any
Additional  Rent  already  paid by LESSEE on  account  of its  obligation  under
Section 4.1 of this Lease for such calendar year.

          4.4 Each LESSOR'S Tax Statement  shall  reconcile the payments made by
LESSEE   pursuant  to  the  preceding   LESSOR'S  Tax  Statement  with  LESSEE'S
Proportionate  Share of the actual Taxes imposed for the period covered thereby.
Any balance due to LESSOR shall be paid by LESSEE  within thirty (30) days after
LESSEE'S  receipt of LESSOR'S Tax Statement;  any surplus due to LESSEE shall be
applied by LESSOR against the next accruing monthly installment(s) of Additional
Rent due under this  Article.  If the Term has  expired or has been  terminated,
LESSEE  shall pay the  balance  due to LESSOR or,  alternatively,  LESSOR  shall
refund the surplus to LESSEE, whichever the case may be, within thirty (30) days
after LESSEE'S receipt of LESSOR'S Tax Statement; provided, however, if the Term
shall have been terminated as a result of a default by LESSEE, then LESSOR shall
have the right to retain such surplus to the extent LESSEE owes LESSOR any Basic
Rent or Additional Rent.

          4.5 (a) If LESSOR  shall  receive  any refund of Taxes in respect of a
calendar year and if LESSEE shall have paid  Additional  Rent based on the Taxes
for that calendar  year,  LESSOR shall deduct from such tax refund any expenses,
including,  but not limited to, attorney's fees and appraisal fees,  incurred in
obtaining such tax refund,  and out of the remaining balance of such tax refund,
LESSOR shall credit LESSEE'S Proportionate Share of such refund against the next
accruing monthly  installments(s)  of Additional Rent, or if the Term shall have
expired, LESSEE'S Proportionate Share of such refund shall be refunded to LESSEE
within thirty (30) days after receipt thereof by LESSOR; provided,


                                       15
<PAGE>

however,  (i) if the Term shall have expired as a result of a default by LESSEE,
LESSOR shall have the right to retain LESSEE'S Proportionate Share of the refund
to the extent  LESSEE owes LESSOR any Basic Rent or  Additional  Rent,  and (ii)
LESSEE'S  Proportionate  Share of such  refund  shall not  exceed  the amount of
Additional Rent actually paid by LESSEE on account of the Taxes for the calendar
year in question.  Any expenses incurred by LESSOR in contesting the validity or
the amount of the assessed valuation of the Premises or any Taxes, to the extent
not offset by a tax  refund,  shall be  included as an item of Taxes for the tax
year in which  such  contest  shall be  finally  determined  for the  purpose of
computing the Additional Rent due LESSOR or any credit due to LESSEE hereunder.

               (b)  Notwithstanding  anything to the contrary  contained in this
Lease,  LESSEE shall not have the right to contest or appeal the validity of any
Taxes or the amount of the assessed valuation of the Premises.

          4.6 While proceedings for the reduction in assessed  valuation for any
year are pending, the computation and payment of LESSEE'S Proportionate Share of
Taxes shall be based upon the original assessments for such year.

          4.7 LESSEE shall also pay to LESSOR,  as Additional Rent, upon demand,
the amount of all increases in Taxes and/or all assessments or impositions made,
levied or assessed  against or imposed  upon the  Premises  or any part  thereof
which are  attributable to additions or improvements in, on or about the Demised
Premises  made by or on behalf of LESSEE or which in whole or in part  belong to
LESSEE.

          4.8 In no event shall any  adjustment  in LESSEE'S  obligation  to pay
Additional  Rent  under this  Article 4 result in a  decrease  in the Basic Rent
payable  hereunder.  LESSEE'S  obligation to pay  Additional  Rent, and LESSOR'S
obligation  to credit  and/or  refund  to LESSEE  any  amount,  pursuant  to the
provisions of this Article 4, shall survive the Termination Date.

          4.9 The  provisions  of  Section  29.3  shall  apply to  LESSOR'S  Tax
Statement.

                                  ARTICLE 5
                                  ---------

                              OPERATING EXPENSES
                              ------------------


                                       16
<PAGE>


          5.1  LESSEE  shall  pay  to  LESSOR,  as  Additional  Rent,   LESSEE'S
Proportionate  Share of the amount by which LESSOR'S  Operating Expenses for any
calendar  year during the Term  exceeds the Base  Operating  Expenses.  LESSEE'S
Proportionate Share of LESSOR'S Operating Expenses for less than a calendar year
shall be prorated and apportioned.

          5.2 On or about  January 1, 2002,  and  thereafter  within ninety (90)
days following the first day of each  succeeding  calendar year within the Term,
LESSOR  shall  determine  or  estimate  the amount by which  LESSOR'S  Operating
Expenses  for the  calendar  year in  question  will  exceed the Base  Operating
Expenses  ("LESSOR'S  Estimated  Operating  Expenses")  and  shall  submit  such
information to LESSEE in a written statement ("LESSOR'S Expense Statement").

          5.3  Commencing  on the first Basic Rent  Payment Date  following  the
submission of any LESSOR'S Expense  Statement and continuing  thereafter on each
successive  Basic Rent  Payment  Date until  LESSOR  renders  the next  LESSOR'S
Expense Statement, LESSEE shall pay to LESSOR on account of its obligation under
Section  5.1 of this  Lease,  a sum (the  "Monthly  Expense  Payment")  equal to
one-twelfth  (1/12)  of  LESSEE'S  Proportionate  Share  of  LESSOR'S  Estimated
Operating  Expenses for such  calendar  year.  LESSEE'S  first  Monthly  Expense
Payment after receipt of LESSOR'S Expense  Statement shall be accompanied by the
payment of an amount equal to the product of the number of full months,  if any,
within the calendar  year which shall have elapsed  prior to such first  Monthly
Expense Payment,  times the Monthly Expense  Payment;  minus any Additional Rent
already paid by LESSEE on account of its  obligation  under  Section 5.1 of this
Lease for such calendar year.

          5.4 Each LESSOR'S Expense  Statement shall reconcile the payments made
by LESSEE  pursuant to the preceding  LESSOR'S  Expense  Statement with LESSEE'S
Proportionate  Share of  LESSOR'S  Operating  Expenses  for the  period  covered
thereby.  Any balance due to LESSOR shall be paid by LESSEE  within  thirty (30)
days after LESSEE'S  receipt of LESSOR'S Expense  Statement;  any surplus due to
LESSEE  shall  be  applied  by  LESSOR   against  the  next   accruing   monthly
installment(s)  of  Additional  Rent due  under  this  Article.  If the Term has
expired or has been  terminated,  LESSEE shall pay the balance due to LESSOR or,
alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may
be,  within  thirty  (30)  days  after  LESSEE'S  receipt  of  LESSOR'S  Expense
Statement; provided, however, if the Term shall have been terminated as a result
of a default by LESSEE,  then LESSOR shall have the right to


                                       17
<PAGE>

retain  such  surplus  to the  extent  LESSEE  owes  LESSOR  any  Basic  Rent or
Additional Rent.

          5.5  LESSEE or its  representative  shall  have the  right to  examine
LESSOR'S  books and  records  with  respect to the  reconciliation  of  LESSOR'S
Operating  Expenses for the prior  calendar  year set forth in LESSOR'S  Expense
Statement  during  normal  business  hours at any time  within  thirty (30) days
following the delivery by LESSOR to LESSEE of such LESSOR'S  Expense  Statement.
Unless LESSEE shall give LESSOR a notice  objecting to said  reconciliation  and
specifying the respects in which said  reconciliation is claimed to be incorrect
within  fifteen (15) days after its  examination  of LESSOR'S books and records,
said  reconciliation  shall be  considered  as final  and  accepted  by  LESSEE.
Notwithstanding anything to the contrary contained in this Article, LESSEE shall
not be  permitted  to examine  LESSOR'S  books and  records  or to dispute  said
reconciliation  unless  LESSEE  has paid to LESSOR  the  amount  due as shown on
LESSOR'S  Expense  Statement;  said  payment is a  condition  precedent  to said
examination and/or dispute.

          5.6 In no event shall any  adjustment  in LESSEE'S  obligation  to pay
Additional  Rent  under this  Article 5 result in a  decrease  in the Basic Rent
payable  hereunder.  LESSEE'S  obligation to pay  Additional  Rent, and LESSOR'S
obligation  to credit  and/or  refund  to LESSEE  any  amount,  pursuant  to the
provisions of this Article 5, shall survive the Termination Date.

          5.7 If any tenant in the Building for any reason shall not be provided
all services generally provided by LESSOR to other tenants of the Building, then
for  purposes  of  determining  LESSOR'S  Operating  Expenses,   Landlord  shall
reasonably  estimate what LESSOR'S  Operating  Expenses would have been had such
service been provided to all tenants.

          5.8 LESSEE shall also pay to LESSOR,  as Additional Rent, upon demand,
the amount of any increase in LESSOR'S  Operating Expenses which is attributable
to  LESSEE'S  use  or  manner  of use of the  Demised  Premises,  to  activities
conducted  on or about the Demised  Premises by LESSEE or on behalf of LESSEE or
to any additions, improvements or alterations to the Demised Premises made by or
on behalf of LESSEE.

          5.9 The  provisions  of Section  29.3 shall apply to LESSOR'S  Expense
Statement.

                                       18
<PAGE>



                                  ARTICLE 6
                                  ---------

                                UTILITY COSTS
                                -------------

          6.1  LESSEE  shall  pay  to  LESSOR,  as  Additional  Rent,   LESSEE'S
Proportionate  Share of the amount by which the Utility Costs for any Lease Year
during the Term exceeds the Base Utility Costs. LESSEE'S  Proportionate Share of
the Utility Costs for less than a Lease Year shall be prorated and apportioned.

          6.2 If, at any time after the date of this Lease, there is an increase
in  the  Utility  Costs  over  the  Base  Utility  Costs  (such  increase  being
hereinafter  referred to as the  "Utility  Increase"),  then LESSOR shall submit
such  information  to  LESSEE  in  a  written   statement   ("LESSOR'S   Utility
Statement").  Commencing  on the first Basic Rent  Payment  Date  following  the
submission of any LESSOR'S Utility  Statement and continuing  thereafter on each
successive  Basic Rent  Payment  Date until  LESSOR  renders  the next  LESSOR'S
Utility Statement, LESSEE shall pay to LESSOR on account of its obligation under
Section  6.1 of this  Lease,  a sum (the  "Utility  Payment")  equal to LESSEE'S
Proportionate  Share of the Utility  Increase.  If LESSOR'S Utility Statement is
submitted after the effective date of such Utility Increase, then LESSEE'S first
Utility Payment after receipt of LESSOR'S Utility Statement shall be accompanied
by the payment of an amount  equal to the product of the number of full  months,
if any,  within the Lease Year which shall have elapsed  between the period from
the  effective  date of the Utility  Increase and LESSEE'S  payment of the first
Utility Payment after receipt of LESSOR'S Utility  Statement,  times the Utility
Payment;  minus any  Additional  Rent  already  paid by LESSEE on account of its
obligation under Section 6.1 of this Lease for such Lease Year.

          6.3  In  connection  with  the  submission  of  any  LESSOR'S  Utility
Statement,  LESSEE  shall  have the  right,  within  thirty  (30) days after its
receipt of  LESSOR'S  Utility  Statement,  to request  from  LESSOR any  back-up
statements  received by LESSOR from the applicable  utility company with respect
to the Utility  Increase  shown on the LESSOR'S  Utility  Statement in question.
LESSOR agrees to provide such  information to LESSEE within a reasonable  period
of time after its receipt of LESSEE'S request.  Notwithstanding  anything to the
contrary contained in this Article,  LESSEE shall not be entitled to the back-up
statements or to dispute the Utility  Increase  unless LESSEE has paid to LESSOR
the  amount  due as shown on  LESSOR'S  Utility  Statement;  said  payment  is a
condition  precedent to LESSEE'S right to receive said back-up statements and/or
to dispute the Utility Increase.

                                       19
<PAGE>

          6.4 In no event shall any  adjustment  in LESSEE'S  obligation  to pay
Additional  Rent  under this  Article 6 result in a  decrease  in the Basic Rent
payable  hereunder.  LESSEE'S  obligation to pay Additional Rent pursuant to the
provisions of this Article 6 shall survive the Termination Date.

          6.5 The  provisions  of Section  29.3 shall apply to LESSOR'S  Utility
Statement.

                                  ARTICLE 7
                                  ---------

                        MAINTENANCE, ALTERATIONS AND
                     ADDITIONS; REMOVAL OF TRADE FIXTURES
                     ------------------------------------

          7.1  LESSEE  agrees to keep the  Demised  Premises  in good  order and
condition (except for ordinary wear and tear) and, except as provided in Section
7.3,  will  make  all   non-structural   repairs,   alterations,   renewals  and
replacements, ordinary and extraordinary, foreseen or unforeseen, and shall take
such other action as may be necessary  or  appropriate  to keep and maintain the
Demised  Premises in good order and condition.  LESSEE shall not be obligated to
make any repairs, alterations,  renewals or replacements to any building systems
to the extent any such  system does not serve the  Demised  Premises.  Except as
expressly  provided in this Lease,  LESSOR  shall not be obligated in any way to
maintain,  alter or repair the Demised  Premises.  Notice is hereby  given that,
except with respect to repairs or restoration  undertaken by LESSOR, LESSOR will
not be liable for any labor,  services or materials furnished or to be furnished
to LESSEE, or to anyone holding the Demised Premises or any part thereof through
or under  LESSEE,  and that no  mechanics'  or other liens for any such labor or
materials  shall  attach  to or  affect  the  interest  of  LESSOR in and to the
Premises.

          7.2 LESSOR hereby  authorizes  LESSEE to assert all rights and claims,
and to bring suits,  actions and  proceedings,  in LESSOR'S name or in either or
both  LESSOR'S  and  LESSEE'S  name,  in  respect  of  any  and  all  contracts,
manufacturer's  or supplier's  warranties or  undertakings,  express or implied,
relating to any portion of the  Building  required to be  maintained,  repaired,
altered, removed or replaced by LESSEE; provided, however, that LESSOR shall not
be obligated to incur any cost in connection therewith. LESSOR hereby assigns to
LESSEE all warranties and guaranties  received from suppliers or  subcontractors
with respect to the Building.

                                       20
<PAGE>


          7.3 LESSOR shall make all repairs and  replacements to the foundation,
the bearing walls,  the structural  columns and beams,  the exterior walls,  the
exterior  windows  and the  roof of the  Building;  provided,  however,  if such
repairs and  replacements are necessitated by the intentional acts or negligence
of LESSEE or LESSEE'S Visitors, then LESSEE shall reimburse LESSOR, upon demand,
for the reasonable  cost thereof.  The costs and expenses  incurred by LESSOR in
connection  with such  repairs  and  replacements  shall be included in LESSOR'S
Operating Expenses to the extent permitted by the terms of this Lease.

          7.4 All  maintenance  and repair,  and each  addition,  improvement or
alteration,  performed  by, on behalf of or for the  account  of LESSEE (a) must
not,  individually  or in the  aggregate,  lessen the Fair  Market  Value of the
Building or adversely affect the usefulness of the Building for use as an office
building, (b) shall be completed expeditiously in a good and workmanlike manner,
and in compliance  with all  applicable  Legal and Insurance  Requirements,  (c)
shall be  completed  free and clear of all Liens and (d) shall be  performed  by
contractors  approved by LESSOR to the extent such work involves any work to any
electrical,  mechanical,  plumbing or other system of the Building,  any work to
the outside of the Building, any work to the roof of the Building or any work to
any structural element of the Building.

          7.5 (a) If there is no default by LESSEE under this Lease, LESSEE may,
upon prior notice to LESSOR and  submission  of plans and  specifications,  make
interior,  non-structural additions,  improvements or alterations to the Demised
Premises having an aggregate cost not to exceed  $5,000.00,  so long as the same
do not  affect,  alter,  interfere  with  or  disrupt  any  of  the  electrical,
mechanical,  plumbing or other system of the Building, do not affect the outside
appearance  of the  Building,  do not  affect the roof of the  Building,  do not
affect the ingress to or egress from the Demised  Premises and do not affect any
structural element of the Building.

          (b) LESSEE shall not make any addition,  improvement  or alteration of

the Land or of the  Building.  In addition,  LESSEE shall not make any addition,
improvement  or alteration of the Demised  Premises  having an aggregate cost in
excess of $5,000.00, or affecting,  altering, interfering with or disrupting any
electrical,  mechanical,  plumbing or other system of the Building, or affecting
the outside appearance,  the roof, the ingress to or the egress from the Demised
Premises  and/or any  structural  element of the  Building  (any such work being
hereinafter  referred  to as "Major  Work"),  unless  LESSEE  submits  to

                                       21
<PAGE>


LESSOR detailed plans and specifications therefor and LESSOR approves such plans
and  specifications  in writing  (which such approval  shall be at LESSOR'S sole
discretion). If LESSOR approves such work, LESSOR may, at any time within twenty
(20) days after such  approval,  submit to LESSEE a proposal to  undertake  such
work at a specified fixed price. If the fixed price submitted by LESSOR is equal
to or less than other  bids  received  by LESSEE  from  independent  contractors
utilizing union labor, LESSEE shall, at the request of LESSOR,  engage LESSOR to
undertake the Major Work in accordance with LESSOR'S  proposal and the plans and
specifications  and at the price quoted by LESSOR.  If the fixed price submitted
by LESSOR is more than other  responsible  fixed  price bids  received by LESSEE
from said independent,  licensed contractors for the work shown on the plans and
specifications approved by LESSOR, LESSEE shall deliver to LESSOR a photocopy of
the lower bid which LESSEE  desires to accept,  certified by LESSEE to be a true
and  complete  photocopy  of the  original  bid.  Within ten (10) days after the
giving of such lower bid to LESSOR,  LESSOR  shall have the option to elect,  by
notice to LESSEE  within said ten (10) day period,  to agree to perform the work
contemplated by said plans and  specifications  for the fixed price set forth on
said lower bid. In the event of such  election by LESSOR,  LESSEE  shall  engage
LESSOR  to  undertake  the  Major  Work  in   accordance   with  the  plans  and
specifications  and LESSOR'S proposal at the fixed price set forth on said lower
bid.

          7.6 (a) All  additions,  improvements  and  alterations to the Demised
Premises shall,  upon  installation,  become the property of LESSOR and shall be
deemed part of, and shall be  surrendered  with,  the Demised  Premises,  unless
LESSOR,  by  notice  given to  LESSEE at least  thirty  (30)  days  prior to the
Termination Date, elects to relinquish  LESSOR'S right thereto. If LESSOR elects
to relinquish  LESSOR'S right to any such  addition,  improvement or alteration,
LESSEE shall remove said addition,  improvement  or  alteration,  shall promptly
repair any  damage to the  Demised  Premises  caused by said  removal  and shall
restore the Demised Premises to the condition existing prior to the installation
of said addition,  improvement or alteration;  all such work shall be done prior
to the Termination Date.

          (b) At any time  during  the  Term,  LESSEE  may  install  or place or
reinstall or replace and remove from the Demised  Premises any trade  equipment,
machinery and personal  property  belonging to LESSEE,  provided that (i) LESSEE
shall repair all damage caused by such removal and (ii) LESSEE shall not install
any  equipment,  machinery  or other items upon the roof of the Building or make
any openings on or about such roof. Such

                                       22
<PAGE>


trade equipment,  machinery and personal  property shall not become the property
of LESSOR.

                                  ARTICLE 8
                                  ---------

                           USE OF DEMISED PREMISES
                           -----------------------

          8.1 LESSEE shall not, except with the prior consent of LESSOR,  use or
suffer or permit the use of the  Demised  Premises  or any part  thereof for any
purposes  other than for  general  administrative  offices;  provided,  however,
anything in this Lease to the contrary notwithstanding, that (a) the portions of
the Demised  Premises  which are identified as toilets or utility areas shall be
used by LESSEE only for the  purposes for which they are designed and (b) LESSEE
complies with the requirements of Section 8.2 hereof.

          8.2 LESSEE  shall not use, or suffer or permit the use of, the Demised
Premises or any part  thereof in any manner or for any  purpose or do,  bring or
keep anything, or suffer or permit anything to be done, brought or kept, therein
(including, but not limited to, the installation or operation of any electrical,
electronic or other equipment) (a) which would violate any covenant,  agreement,
term, provision or condition of this Lease or is unlawful or in contravention of
the  certificate of occupancy for the Building,  or is in  contravention  of any
Legal or Insurance  Requirement to which the Demised Premises is subject, or (b)
which would  overload or could cause an overload of the electrical or mechanical
systems of the  Building  or which  would  exceed the floor load per square foot
which the floor was  designed to carry and which is allowed by law, or (c) which
in the reasonable judgment of the LESSOR may in any way impair or interfere with
the proper and economic heating,  air conditioning of the Building or (d) suffer
or permit  the  Building  or any  component  thereof to be used in any manner or
anything  to be done  therein or  anything  to be brought  into or kept  thereon
which, in the reasonable judgment of LESSOR,  would in any way impair or tend to
impair or exceed the design  criteria,  the structural  integrity,  character or
appearance  of the  Building,  or  result  in the  use  of the  Building  or any
component  thereof  in a manner or for a  purpose  not  intended;  nor shall the
LESSEE  use,  or suffer or permit the use of, the  Demised  Premises or any part
thereof in any manner, or do, or suffer or permit the doing of, anything therein
or in  connection  with the  LESSEE'S  business  or  advertising  which,  in the
reasonable judgment of the LESSOR, may be prejudicial to the business of LESSOR.

                                       23
<PAGE>


          8.3 LESSEE shall  obtain,  at its sole cost and expense,  all permits,
licenses  or  authorizations  of any  nature  required  in  connection  with the
operation of LESSEE'S business at the Demised Premises.

                                  ARTICLE 9
                                  ---------

                              LESSOR'S SERVICES
                              -----------------

          9.1 LESSOR shall furnish to LESSEE only the services set forth in this
Lease.  All costs and expenses  incurred by LESSOR in connection  with providing
said services shall be included in LESSOR'S Operating Expenses.

          9.2 (a)  Throughout  the Term,  LESSOR  shall  supply (i) hot and cold
water to any  lavatories  within or serving  the  Demised  Premises;  (ii) heat,
ventilation and air  conditioning to the Demised  Premises during Building Hours
each day (other than during Building  Holidays) as and when reasonably  required
to  maintain  reasonably  comfortable   temperatures  therein;  (iii)  passenger
elevator  service  during  Building  Hours each day (other than during  Building
Holidays) to each floor above the street floor of the Building,  with one of the
elevators  being  subject to call during hours other than  Building  Hours or on
Building  Holidays;  (iv)  janitorial  services for the Demised  Premises  after
Building Hours each day (other than during Building Holidays);  and (v) snow and
ice removal each day (other than during Building  Holidays)  within a reasonable
time after accumulation thereof.

               (b) If LESSEE  requires any services  beyond the Building  Hours,
LESSEE will furnish the same in accordance  with the  provisions of this Section
9.2(b).  LESSEE shall give LESSOR'S managing agent sufficient  advance notice of
such  requirement,  which notice shall be given on or before 12:00 PM on the day
(other  than a Building  Holiday)  such extra  service  is  required;  provided,
however, if such extra service is required during a Building Holiday,  then such
notice  shall be given not later  than  12:00 PM of the last day  (other  than a
Building Holiday)  preceding the Building Holiday on which such extra service is
required.  LESSEE agrees to pay to LESSOR,  as Additional Rent, the cost of such
extra  service  within  fifteen (15) days after  receipt of a statement for such
extra service;  the cost of such extra service shall be determined in accordance
with  LESSOR'S  then  current  schedule  of costs for the  Building  service  in
question.  Without  limiting  LESSOR'S right to increase its standard charge for
after hours heating, ventilation and air conditioning service, LESSOR

                                       24
<PAGE>

advises that as of the date of this Lease, its charge for such service is $55.00
per hour.

          9.3 (a) Subject to the  provisions of this Section 9.3,  LESSOR agrees
to furnish to the Demised  Premises  the  Standard  Electric  Service (as herein
defined).  The  term  "Standard  Electric  Service"  shall  mean the  amount  of
electricity  required  during  Building  Hours for the lights and outlets in the
Demised Premises (as shown on the Final Plans), assuming that (i) LESSEE has not
connected to the outlets or the  electrical  system any fixtures,  appliances or
equipment  (including,  without  limitation,  any  supplemental air conditioning
equipment) other than electric  typewriters,  personal  computers,  calculators,
Building  standard  lights,  desk  lights,  photocopy  machines and other small,
ordinary office equipment,  (ii) the electrical  service required to the Demised
Premises  does not exceed 20 amp  service,  and (iii) there is no computer  room
within the Demised Premises.

               (b) For the purposes of this Lease,  LESSOR and LESSEE agree that
the Basic Rent  includes  an amount for the  furnishing  the  Standard  Electric
Service to the  Demised  Premises.  If, as a result of (i) the  installation  of
additional fixtures, appliances or equipment in the Demised Premises or (ii) the
use of electricity during  non-Building  Hours, then LESSOR shall have the right
to submit to LESSEE a monthly  electrical bill for the additional costs.  LESSEE
shall pay such  additional  costs to LESSOR,  as  Additional  Rent,  in arrears,
within fifteen (15) days after its receipt of said statement.

               (c) In no event shall any adjustment in the  electrical  usage or
rates result in a decrease in the Basic Rent payable hereunder.

               (d)  Notwithstanding  anything to the contrary  contained in this
Lease, LESSEE hereby expressly agrees and acknowledges that (i) LESSOR shall not
be liable in any way to LESSEE  (A) for any  loss,  damage,  failure,  defect or
change in the  quantity or  character  of  electricity  furnished to the Demised
Premises,  (B) or if such quantity or character of electricity  furnished to the
Demised Premises is no longer  available or suitable for LESSEE'S  requirements,
or (C) for any cessation, diminution or interruption of the supply thereof.

          9.4 (a) LESSEE shall replace, at its sole cost and expense,  all light
bulbs,  fluorescent  lamps,  Building standard lamps and bulbs, and all ballasts
used by LESSEE  in the  Demised  Premises  with  "like  kind"  bulbs,  lamps and
ballasts.

                                       25
<PAGE>

               (b) LESSEE shall make no  alteration  to the existing  electrical
equipment or connect any fixtures,  appliances or equipment  thereto (other than
electric typewriters,  personal computers,  calculators,  desk lights, photocopy
machines and other small,  ordinary office equipment)  without the prior written
consent  of LESSOR in each  instance.  Should  LESSOR  grant such  consent,  all
additional  risers or other  equipment  required  therefor  shall be provided by
LESSOR and the cost thereof  shall be paid by LESSEE as  Additional  Rent within
fifteen (15) days after receipt of a statement for such cost.

          9.5 LESSOR  shall not be liable to LESSEE for any costs,  expenses  or
damages  incurred  by LESSEE as a result of any  failure to furnish  any service
hereunder,  or any interruption of any utility service to the Demised  Premises,
and such failure or  interruption  (i) shall not be construed as a  constructive
eviction  or eviction of LESSEE,  (ii) shall not excuse  LESSEE from  failing to
perform any of its  obligations  hereunder and (iii) shall not entitle LESSEE to
any abatement or offset  against Basic Rent or  Additional  Rent.  LESSEE agrees
that any service to be provided by LESSOR may be stopped  and/or  interrupted in
connection with any inspection,  repair,  replacement or emergency. In the event
any  service to be provided by LESSOR is stopped or  interrupted  in  connection
with any inspection, repair or replacement,  LESSOR will use practicable efforts
not to unreasonably interfere with LESSEE'S use of the Demised Premises.

          9.6 The parties  hereto shall comply with all  mandatory and voluntary
energy  conservation  controls and  requirements  imposed or  instituted  by the
Federal,  State or local governments and applicable to office  buildings,  or as
may be required to operate the  Building  as an office  building  comparable  to
equivalent   facilities  in  the  Middlesex   County  area  including,   without
limitation,  controls on the permitted  range of temperature  settings in office
buildings,  and requirements  necessitating  curtailment of the volume of energy
consumption  or the hours of operation of the Building.  Any terms or conditions
of this Lease that  conflict or  interfere  with such  controls or  requirements
shall be suspended for the duration of such controls or requirements. Compliance
with such controls or requirements  shall not be considered an eviction,  actual
or  constructive,  of LESSEE  from the  Demised  Premises  and shall not entitle
LESSEE  to  terminate  this  Lease  or to an  abatement  of any  Basic  Rent  or
Additional Rent.

                                       26
<PAGE>


                                  ARTICLE 10
                                  ----------

             COMPLIANCE WITH REQUIREMENTS; RULES AND REGULATIONS
             ---------------------------------------------------

          10.1  (a)  LESSEE  will  (i)  comply  with  all  Legal  and  Insurance
Requirements  applicable  to the Demised  Premises  and the use thereof and (ii)
maintain and comply with all permits, licenses and other authorizations required
by any  governmental  authority for its use of the Demised  Premises and for the
proper  operation,  maintenance  and repair of the Demised  Premises or any part
thereof.  LESSOR will join in the application (but at no cost to LESSOR) for any
permit or  authorization  with respect to Legal  Requirements if such joinder is
necessary.

               (b)  Supplementing  the  provisions  of  clause  (i)  of  Section
10.1(a),  if any structural  repairs or replacements  are required in connection
with such  compliance,  LESSOR shall  perform such repairs or  replacements  for
LESSEE'S account,  and LESSEE shall reimburse LESSOR, upon demand, for the costs
and expenses incurred by LESSOR in connection with such repairs or replacements.
LESSEE  shall  not be  responsible  for  capital  improvements  to the  Building
necessary   to  comply  with  Legal  or  Insurance   Requirements   unless  such
improvements are necessitated by (i) any addition,  improvement or alteration to
the Building made by or at the request of LESSEE,  or (ii) LESSEE'S specific use
of the Demised Premises as opposed to use for general office purposes.

          10.2 LESSEE shall not do, or permit to be done,  anything in or to the
Demised  Premises,  or bring or keep  anything  therein  which will, in any way,
increase  the cost of fire or public  liability  insurance on the  Premises,  or
invalidate or conflict  with the fire  insurance or public  liability  insurance
policies  covering the Premises or any personal property kept therein by LESSOR,
or obstruct or interfere  with the rights of LESSOR or of other  tenants,  or in
any other way injure LESSOR or other tenants, or subject LESSOR to any liability
for injury to persons or damage to property, or interfere with good order of the
Building,  or  conflict  with  the  Legal  Requirements.  Any  increase  in fire
insurance  premiums on the Premises or the contents within the Building,  or any
increase in the premiums of any other insurance  carried by LESSOR in connection
with the Building or the Premises, caused by the use or occupancy of the Demised
Premises  by LESSEE  and any  expense or cost  incurred  in  consequence  of the
negligence,  carelessness or willful action of LESSEE,  shall be Additional Rent
and paid by LESSEE to LESSOR  within ten (10) days of demand  therefore  made by
LESSOR to LESSEE.

                                       27
<PAGE>

          10.3 LESSEE shall comply, and shall cause LESSEE'S Visitors to comply,
with the Rules and  Regulations.  LESSOR shall have the right to make reasonable
additions and  amendments to the Rules and  Regulations  from time to time,  and
LESSEE shall comply, and cause LESSEE'S Visitors to comply,  with such additions
and  amendments  after  delivery of a copy thereof to LESSEE or the posting of a
copy thereof in a prominent  place in the  Building.  LESSOR shall not be liable
for the  failure  of any  lessee,  sublessee,  or their  agents,  employees  and
visitors to comply with the Rules and  Regulations.  LESSOR  agrees to apply the
Rules and  Regulations  and any  amendments  and additions  thereto in a uniform
manner  and will not  discriminate  against  LESSEE in  enforcing  the Rules and
Regulations.

                                  ARTICLE 11
                                  ----------

                      COMPLIANCE WITH ENVIRONMENTAL LAWS
                      ----------------------------------

          11.1  Supplementing the provisions of Article 10, LESSEE shall comply,
at its sole cost and expense, with all Environmental Laws in connection with its
use and occupancy of the Demised Premises;  provided, however, the provisions of
this Article 11 shall not obligate LESSEE to comply with the Environmental  Laws
if such  compliance is required solely as a result of the occurrence of a spill,
discharge  or other  event  before  the  Commencement  Date,  or if such  spill,
discharge  or other event was not caused by the act,  negligence  or omission of
LESSEE or LESSEE'S Visitors.

          11.2  LESSEE  shall  deliver  promptly  to LESSOR a true and  complete
photocopy  of any  correspondence,  notice,  report,  sampling,  test,  finding,
declaration,  submission,  order,  complaint,  citation or any other instrument,
document,  agreement  and/or  information  submitted to, or received  from,  any
governmental  entity,  department or agency in connection with any Environmental
Law  relating to or  affecting  LESSEE,  LESSEE'S  employees,  LESSEE'S  use and
occupancy of the Demised Premises.

          11.3 LESSEE  shall not cause or permit any  "hazardous  substance"  or
"hazardous waste" (as such terms are defined in the ISRA) to be brought, kept or
stored on or about the  Demised  Premises,  and  LESSEE  shall not engage in, or
permit  any other  person or entity to engage  in, any  activity,  operation  or
business  on or about  the  Demised  Premises  which  involves  the  generation,
manufacture, refining, transportation,  treatment, storage,


                                       28
<PAGE>


handling or disposal of hazardous substances and/or hazardous wastes.

          11.4  (a) If a  spill  or  discharge  of a  hazardous  substance  or a
hazardous waste occurs on the Premises,  LESSEE shall give LESSOR immediate oral
and written notice of such spill and/or  discharge,  setting forth in reasonable
detail all relevant  facts. In the event such spill or discharge arose out of or
in connection with LESSEE'S use and occupancy of the Demised Premises, or in the
event such spill or discharge  was caused by the act,  negligence or omission of
LESSEE or  LESSEE'S  Visitors,  then  LESSEE  shall  pay all costs and  expenses
relating to compliance with the applicable Environmental Law (including, without
limitation, the costs and expenses of the site investigations and of the removal
and remediation of such hazardous substance or hazardous wastes).

               (b) Without  relieving LESSEE of its obligations under this Lease
and without  waiving any default by LESSEE  under this Lease,  LESSOR shall have
the right, but not the obligation, to take such action as LESSOR deems necessary
or advisable to cleanup,  remove, resolve or minimize the impact of or otherwise
deal with any spill or discharge of any hazardous  substance or hazardous waste.
In the event such spill or discharge arose out of or in connection with LESSEE'S
use and  occupancy  of the  Demised  Premises,  or in the  event  such  spill or
discharge  was caused by the act,  negligence  or omission of LESSEE or LESSEE'S
Visitors,  then LESSEE shall pay to LESSOR on demand,  as Additional  Rent,  all
costs and  expenses  incurred by LESSOR in  connection  with any action taken by
LESSOR.

          11.5  (a) If  LESSEE'S  operations  at  the  Demised  Premises  now or
hereafter  constitute an "Industrial  Establishment"  (as defined under ISRA) or
are subject to the provisions of any other Environmental Law, then LESSEE agrees
to comply,  at its sole cost and expense,  with all requirements of ISRA and any
other  applicable  Environmental  Law to the  satisfaction  of  LESSOR  and  the
governmental entity,  department or agency having jurisdiction over such matters
(including,  but not limited to, performing site  investigations  and performing
any removal and  remediation  required in connection  therewith),  in connection
with (i) the occurrence of the  Termination  Date,  (ii) any termination of this
Lease  prior  to  the  Termination   Date,   (iii)  any  closure,   transfer  or
consolidation of LESSEE'S operations at the Demised Premises, (iv) any change in
the ownership or control of LESSEE, (iv) any permitted  assignment of this Lease
or  permitted  sublease of all or part of the Demised  Premises or (v) any other
action by LESSEE which triggers ISRA or any other Environmental Law.


                                       29
<PAGE>


               (b) In connection with subsection (a) above,  if, with respect to
ISRA,  LESSEE has  failed to obtain a negative  declaration  or to  complete  an
approved  clean-up plan or to otherwise comply with the provisions of ISRA prior
to the  Termination  Date, or if, with respect to any other  Environmental  Law,
LESSEE has failed to fully comply with the  applicable  provisions of such other
Environmental  Law prior to the Termination Date, LESSEE shall be deemed to be a
holdover tenant,  shall pay rent at the rate set forth in Section 24.3 and shall
continue  to  diligently   pursue   compliance   with  ISRA  and/or  such  other
Environmental  Law. Upon LESSEE'S full compliance with the provisions of ISRA or
of such other  Environmental Law, LESSEE shall deliver possession of the Demised
Premises  to LESSOR in  accordance  with the  provisions  of this Lease and such
holdover rent shall be adjusted as of said date.

          11.6 (a) In connection  with (i) any sale or other  disposition of all
or part of LESSOR'S  interest in the Premises,  (ii) any change in the ownership
or control of LESSOR,  (iii) any  condemnation,  (iv) any foreclosure or (v) any
other  action by LESSOR  which  triggers  ISRA or any other  Environmental  Law,
LESSOR shall comply, at its sole cost and expense, with all requirements of ISRA
and such other applicable  Environmental  Law;  provided,  however,  if any site
investigation  is  required  as a result of LESSEE'S  use and  occupancy  of the
Demised  Premises or a spill or discharge of a hazardous  substance or hazardous
waste caused by the act,  negligence or omission of LESSEE or LESSEE'S Visitors,
then LESSEE  shall pay all costs  associated  with said site  investigation;  in
addition,  if any removal and  remediation is required as a result of a spill or
discharge  of a  hazardous  substance  or  hazardous  waste  caused  by the act,
negligence or omission of LESSEE or LESSEE'S Visitors, then LESSEE shall pay all
costs associated with said removal and remediation.

               (b) If, in connection with such  compliance,  LESSOR requires any
affidavits,  certifications or other  information from LESSEE,  LESSEE agrees to
cooperate with LESSOR and to deliver to LESSOR without charge all such documents
within five (5) business days after  LESSEE'S  receipt of said  request.  LESSEE
shall not be  required  to perform  any  investigations  or conduct any tests in
connection  therewith  unless  such  investigations  or tests are  required as a
result of  LESSEE'S  use and  occupancy  of the  Demised  Premises or a spill or
discharge  of a  hazardous  substance  or  hazardous  waste  caused  by the act,
negligence or omission of LESSEE or LESSEE'S Visitors.

                                       30
<PAGE>

          11.7  LESSEE  hereby  agrees  to  defend,  indemnify  and hold  LESSOR
harmless  from and against any and all claims,  losses,  liability,  damages and
expenses (including,  without limitation,  site investigation costs, removal and
remediation  costs and attorneys' fees and  disbursements)  arising out of or in
connection with (i) LESSEE'S use and occupancy of the Demised Premises, (ii) any
spill or  discharge of a hazardous  substance  or  hazardous  waste by LESSEE or
LESSEE'S Visitors and/or (iii) LESSEE'S failure to comply with the provisions of
this Article 11.

          11.8 If LESSOR has given to LESSEE the name and  address of any holder
of an Underlying  Encumbrance,  LESSEE agrees to send to said holder a photocopy
of those items given to LESSOR pursuant to the provisions of Section 11.2.

          11.9  LESSEE'S  obligations  under this  Article 11 shall  survive the
expiration or earlier termination of this Lease.

                                  ARTICLE 12
                                  ----------

                              DISCHARGE OF LIENS
                              ------------------

          LESSEE will discharge within fifteen (15) days after receipt of notice
thereof any Lien on the Premises or the Basic Rent, Additional Rent or any other
sums  payable  under this Lease,  caused by or arising  out of LESSEE'S  acts or
LESSEE'S failure to perform any obligation hereunder.

                                       31
<PAGE>

                                  ARTICLE 13
                                  ----------

                              PERMITTED CONTESTS
                              ------------------

          LESSEE may contest by appropriate proceedings, the amount, validity or
application of any Legal Requirement which LESSEE is obligated to comply with or
any  Lien  which  LESSEE  is  obligated  to  discharge,  provided  that (a) such
proceedings shall suspend the collection thereof, (b) no part of the Premises or
of any Basic Rent or  Additional  Rent or other sum payable  hereunder  would be
subject to loss, sale or forfeiture  during such  proceedings,  (c) LESSOR would
not be subject to any civil or criminal liability for failure to pay or perform,
as the case may be, (d) LESSEE  shall have  furnished  such  security  as may be
required  in the  proceedings  or  reasonably  requested  by  LESSOR,  (e)  such
proceedings  shall not affect the payment of Basic Rent,  Additional Rent or any
other sum payable to LESSOR  hereunder or prevent  LESSEE from using the Demised
Premises for its intended  purposes,  and (f) LESSEE shall notify  LESSOR of any
such proceedings not less than ten (10) days prior to the commencement  thereof,
and shall describe such  proceedings in reasonable  detail.  LESSEE will conduct
all such contests in good faith and with due diligence and will,  promptly after
the determination of such contest,  pay and discharge all amounts which shall be
determined to be payable therein.

                                  ARTICLE 14
                                  ----------

                          INSURANCE; INDEMNIFICATION
                          --------------------------

          14.1 (a) LESSEE shall obtain,  and shall keep in full force and effect
during the Term,  the following  insurance  coverages,  with insurers  which are
authorized  to do  business  in the State of New  Jersey  and which are rated at
least A- in Best's Key Rating Guide:

                    (i)  commercial  general  liability  insurance   (including,
during any period  when  LESSEE is making  alterations  or  improvements  to the
Demised  Premises,  coverage  for  any  construction  on or  about  the  Demised
Premises),  against claims for bodily injury, personal injury, death or property
damage  occurring  on,  in or about  the  Demised  Premises,  or as a result  of
ownership  of  facilities  located  on the  Demised  Premises,  in an amount per
occurrence of not less than  $5,000,000.00  combined single limit for any bodily
injury, personal injury, death or property damage;

                                       32
<PAGE>


                    (ii) workers'  compensation  insurance coverage for the full

statutory liability of LESSEE;

                    (iii)  business  interruption  insurance  in such amounts as
will reimburse  LESSEE for direct and indirect loss of earnings  attributable to
those events  commonly  insured  against by reasonable  prudent  tenants  and/or
attributable  to LESSEE'S  inability to access or to occupy (all or part of) the
Demised Premises; and

                    (iv)  such  other  insurance  with  respect  to the  Demised
Premises in such amounts and against such insurable  exposures as may reasonably
and  customarily  be  required  by any  mortgagee  holding a first lien upon the
Building.

               (b) The policies of insurance required to be maintained by LESSEE
pursuant to Section 14.1 shall name as the insured  parties (except for workers'
compensation  insurance and business interruption  insurance) LESSOR and LESSEE,
as their respective  interests may appear, and shall be reasonably  satisfactory
to LESSOR.  In  addition,  said  policies  of  insurance  (except  for  worker's
compensation  insurance)  shall (i) provide that thirty (30) days' prior written
notice of suspension, cancellation,  termination,  modification,  non-renewal or
lapse or  material  change of  coverage  shall be given and that such  insurance
shall not be  invalidated by any act or neglect of LESSOR or LESSEE or any owner
of the  Premises,  nor by any change in the title or ownership of the  Premises,
nor by occupation of the Demised  Premises for purposes more  hazardous than are
permitted by such policy, and (ii) not contain a provision relieving the insurer
thereunder  of  liability  for any  loss by  reason  of the  existence  of other
policies of insurance  covering the Demised Premises against the peril involved,
whether  collectible  or not;  and the  policies  of  insurance  required  to be
maintained  by LESSEE  pursuant to  subsection  14.1(a)(i)  shall also include a
contractual liability endorsement  evidencing coverage of LESSEE'S obligation to
indemnify LESSOR pursuant to Section 14.4 hereof.

               (c) On the  Commencement  Date,  LESSEE  shall  deliver to LESSOR
original or duplicate  policies or certificates  of the insurers  evidencing all
the  insurance  which is required to be  maintained  hereunder  by LESSEE,  and,
within  ten (10)  days  prior to the  expiration  of any such  insurance,  other
original or duplicate  policies or  certificates  evidencing the renewal of such
insurance.

                                       33
<PAGE>

               (d)  LESSEE  shall  not  obtain  or  carry   separate   insurance
concurrent  in form or  contributing  in the event of loss with that required by
Section 14.1 unless LESSOR and LESSEE are named as insureds therein.

          14.2 (a) LESSOR shall obtain,  and shall keep in full force and effect
during the Term,  the following  insurance  coverages,  with insurers  which are
authorized  to do  business  in the State of New  Jersey  and which are rated at
least A- in Best's Key Rating Guide:

                    (i) property insurance on the Building with respect to risks
from time to time included  under a standard "All Risk" policy,  including,  but
not limited to,  fire,  vandalism,  malicious  mischief,  loss of rental  income
endorsement (for a 12 month period) and ordinance  coverage (but excluding flood
and earthquake insurance),  with an agreed endorsement in an amount equal to the
full replacement cost of the Building,  as determined from time to time (but not
less  often  than  once  every  year) by a method  required  by the  insurer  or
insurers;

                    (ii)  commercial  general  liability  insurance  (including,
during any period  when  LESSOR is making  alterations  or  improvements  to the
Premises,  coverage  for any  construction  on or about the  Premises),  against
claims for bodily injury,  personal  injury,  death or property damage occurring
on, in or about the Premises,  or as a result of ownership of facilities located
on the Demised Premises, in an amount per occurrence and with such deductible as
required by the holder of any  Underlying  Encumbrance,  or if none, as would be
reasonably carried by a prudent owner of property similar to the Premises;

                    (iii)  rental  income  insurance  in an amount  equal to the
aggregate  rental income from the Building,  from time to time,  for a period of
twelve (12) months;

                    (iv) such  other  insurance  carried in good faith by LESSOR
and applicable to the Building; and

                    (v) such other insurance carried in good faith by LESSOR and
applicable to the Land.

For the  purposes  of this  Lease,  the  sum of (i)  the  cost of the  insurance
coverages maintained by LESSOR for the Building under subsections 9i), (iii) and
(iv) of this Section 14.2(a),  and (ii) the Building's Complex Percentage of the
cost of the  insurance  coverages  maintained  by LESSOR for the Premises  under
subsections

                                       34
<PAGE>


(ii) and (v) of this Section  14.2(a),  is hereinafter  referred to as "LESSOR'S
Insurance Costs".

               (b) LESSEE  shall pay to LESSOR,  as  Additional  Rent,  LESSEE'S
Proportionate  Share of the  amount by which  LESSOR'S  Insurance  Costs for any
Lease  Year  during  the  Term  exceeds  the  Base  Insurance  Costs.   LESSEE'S
Proportionate Share of LESSOR'S Insurance Costs for less than a Lease Year shall
be prorated and apportioned.

               (c) On or about  January 1, 2001,  and  thereafter  within ninety
(90) days  following the first day of each  succeeding  calendar year within the
Term, LESSOR shall determine or estimate the amount by which LESSOR'S  Insurance
Costs for the calendar  year in question  will exceed the Base  Insurance  Costs
("LESSOR'S  Estimated  Insurance  Costs") and shall submit such  information  to
LESSEE in a written statement ("LESSOR'S Insurance Statement").

               (d) Commencing on the first Basic Rent Payment Date following the
submission of any LESSOR'S Insurance Statement and continuing thereafter on each
successive  Basic Rent  Payment  Date until  LESSOR  renders  the next  LESSOR'S
Insurance  Statement,  LESSEE  shall pay to LESSOR on account of its  obligation
under this  Section  14.2,  a sum (the  "Monthly  Insurance  Payment")  equal to
one-twelfth  (1/12)  of  LESSEE'S  Proportionate  Share  of  LESSOR'S  Estimated
Insurance Costs for such calendar year. LESSEE'S first Monthly Insurance Payment
after  receipt of  LESSOR'S  Insurance  Statement  shall be  accompanied  by the
payment of an amount equal to the product of the number of full months,  if any,
within the calendar  year which shall have elapsed  prior to such first  Monthly
Insurance  Payment,  times the Monthly Insurance  Payment;  minus any Additional
Rent already paid by LESSEE on account of its  obligation  under Section 14.2 of
this Lease for such calendar year.

               (e)  Each  LESSOR'S  Insurance   Statement  shall  reconcile  the
payments made by LESSEE pursuant to the preceding LESSOR'S  Insurance  Statement
with LESSEE'S  Proportionate  Share of LESSOR'S  Insurance  Costs for the period
covered thereby. Any balance due to LESSOR shall be paid by LESSEE within thirty
(30) days after LESSEE'S receipt of LESSOR'S  Insurance  Statement;  any surplus
due to LESSEE  shall be  applied by LESSOR  against  the next  accruing  monthly
installment(s)  of Additional  Rent due under this Section 14.2. If the Term has
expired or has been  terminated,  LESSEE shall pay the balance due to LESSOR or,
alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may

                                       35
<PAGE>

be,  within  thirty  (30) days  after  LESSEE'S  receipt of  LESSOR'S  Insurance
Statement; provided, however, if the Term shall have been terminated as a result
of a default by LESSEE,  then LESSOR shall have the right to retain such surplus
to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent.

               (f) In no event shall any  adjustment  in LESSEE'S  obligation to
pay  Additional  Rent under this  Section 14.2 result in a decrease in the Basic
Rent payable hereunder. LESSEE'S obligation to pay Additional Rent, and LESSOR'S
obligation  to credit  and/or  refund  to LESSEE  any  amount,  pursuant  to the
provisions of this Section 14.2, shall survive the Termination Date.

               (g) The  provisions  of  Section  29.3  shall  apply to  LESSOR'S
Insurance Statement.

          14.3 (a) LESSOR hereby waives and releases  LESSEE,  and LESSEE hereby
waives and releases LESSOR, from any and all liabilities,  claims and losses for
which the released party is or may be held liable to the extent of any insurance
proceeds received by said injured party.

               (b) Each  party  hereto  agrees to have  included  in each of its
insurance  policies  (insuring the Building in the case of LESSOR,  and insuring
LESSEE'S personal  property,  trade fixtures,  equipment and improvements in the
case of LESSEE, against loss, damage or destruction by fire or other casualty) a
waiver of the  insurer's  right of  subrogation  against the other party to this
Lease.  If there is any extra charge for such waiver,  the party  requesting the
waiver shall pay the extra charge therefor. If such waiver is not enforceable or
is unattainable,  then such insurance policy shall contain either (i) an express
agreement  that such  policy  shall  not be  invalidated  if  LESSOR or  LESSEE,
whichever the case may be, waives the right of recovery  against the other party
to this  Lease or (ii) any other  form for the  release  of  LESSOR  or  LESSEE,
whichever the case may be. If such waiver, agreement or release shall not be, or
shall cease to be,  obtainable from LESSOR'S  insurance company or from LESSEE'S
insurance company, whichever the case may be, then LESSOR or LESSEE shall notify
the  other  party of such fact and shall  use its best  efforts  to obtain  such
waiver,  agreement or release  from another  insurance  company  satisfying  the
requirements of this Lease.

          14.4 LESSEE hereby indemnifies, and shall pay, protect and hold LESSOR
harmless  from and against all  liabilities,  losses,  claims,  demands,  costs,
expenses  (including  attorneys' fees and

                                       36
<PAGE>

expenses)  and  judgments  of any  nature,  (except  to  the  extent  LESSOR  is
compensated by insurance maintained by LESSOR or LESSEE hereunder and except for
such of the  foregoing  as arise from the  negligence,  recklessness  or willful
misconduct of LESSOR, its agents, servants or employees), arising, or alleged to
arise,  from or in  connection  with,  (i) any  injury  to, or the death of, any
person or loss or damage to property on or about the Demised Premises,  (ii) any
violation  of this  Lease or of any  Legal or  Insurance  Requirement,  or (iii)
performance of any labor or services or the furnishing of any materials or other
property in respect of the Demised  Premises  or any part  thereof.  LESSEE will
resist and defend any  action,  suit or  proceeding  brought  against  LESSOR by
reason of any such occurrence by independent  counsel selected by LESSEE,  which
is reasonably acceptable to LESSOR. The obligations of LESSEE under this Section
14.4 shall survive any termination of this Lease.

          14.5 LESSEE agrees to make no claim  against  LESSOR for any injury or
damage to LESSEE or to any other  person or for any damage to, or loss (by theft
or  otherwise)  of, or loss of use of,  any  property  of LESSEE or of any other
person, regardless of the cause thereof (including, without limitation, any such
injury or damage caused by the negligence, recklessness or willful misconduct of
LESSOR, its agents, servants and employees); it is hereby understood that LESSEE
assumes all risk in connection therewith.

                                  ARTICLE 15
                                  ----------

                            ESTOPPEL CERTIFICATES
                            ---------------------

          15.1 At any time and from  time to time,  upon not less  than ten (10)
days' prior notice by LESSOR,  LESSEE shall execute,  acknowledge and deliver to
LESSOR a statement  (or, if LESSEE is a  corporation,  an authorized  officer of
LESSEE shall execute,  acknowledge and deliver to LESSOR a statement) certifying
the following:  (i) the Commencement  Date, (ii) the Termination Date, (iii) the
date(s) of any amendment(s) and/or modification(s) to this Lease, (iv) that this
Lease was properly executed and is in full force and effect without amendment or
modification,  or,  alternatively,  that this  Lease and all  amendments  and/or
modifications  thereto  have been  properly  executed  and are in full force and
effect,  (v) the current annual Basic Rent, the current monthly  installments of
Basic  Rent  and  the  date on  which  LESSEE'S  obligation  to pay  Basic  Rent
commenced, (vi) the current monthly installment of Additional Rent for Taxes and
LESSOR'S Operating  Expenses,  (vii) the date to which Basic Rent and Additional
Rent

                                       37
<PAGE>


have been paid, (viii) the amount of the security deposit, if any, (ix) that all
work to be done  to the  Demised  Premises  by  LESSOR  has  been  completed  in
accordance  with  this  Lease  and have  been  accepted  by  LESSEE,  except  as
specifically  provided in the estoppel  certificate,  (x) that no installment of
Basic  Rent or  Additional  Rent has been  paid more  than  thirty  (30) days in
advance,  (xi) that LESSEE is not in arrears in the payment of any Basic Rent or
Additional Rent, (xii) that, to the best of LESSEE'S knowledge, neither party to
this  Lease is in default  in the  keeping,  observance  or  performance  of any
covenant, agreement, provision or condition contained in this Lease and no event
has occurred  which,  with the giving of notice or the passage of time, or both,
would result in a default by either party,  except as  specifically  provided in
the estoppel certificate, (xiii) that, to the best of LESSEE'S knowledge, LESSEE
has no existing defenses,  offsets,  liens,  claims or credits against the Basic
Rent or Additional  Rent or against  enforcement of this Lease by LESSOR,  (xiv)
that  LESSEE has not been  granted  any  options  or rights of first  refusal to
extend the Term, to lease  additional  space, to terminate this Lease before the
Termination Date or to purchase the Premises, except as specifically provided in
this Lease,  (xv) that LESSEE has not  received any notice of violation of Legal
Requirements  or  Insurance  Requirements  relating  to the  Premises  or to the
Demised Premises, (xvi) that LESSEE has not assigned this Lease or sublet all or
any portion of the Demised  Premises,  (xvii) that no "hazardous  substances" or
"hazardous  wastes" have been  generated,  manufactured,  refined,  transported,
treated,  stored, handled,  disposed or spilled on or about the Demised Premises
and (xviii) such other reasonable matters as the person or entity requesting the
Certificate  may  request.  LESSEE  hereby  acknowledges  and  agrees  that such
statement may be relied upon by any  mortgagee,  or any  prospective  purchaser,
lessee, sublessee, mortgagee or assignee of any mortgage, of the Premises or any
part thereof.

          15.2 If LESSEE shall fail or  otherwise  refuse to execute an estoppel
certificate in accordance  with Section 15.1,  then and upon such event,  LESSEE
shall be deemed to have appointed  LESSOR and LESSOR shall thereupon be regarded
as the  irrevocable  attorney-in-fact  of LESSEE duly  authorized to execute and
deliver the required  certificate for and on behalf of LESSEE,  but the exercise
of such power shall not be deemed a waiver of LESSEE'S default.

          15.3 At any time and from  time to time,  upon not less  than ten (10)
days' prior notice by LESSEE,  an  authorized  officer of LESSOR shall  execute,
acknowledge and deliver to LESSEE a


                                       38
<PAGE>


statement  certifying  the  following:  (i)  the  Commencement  Date,  (ii)  the
Termination Date, (iii) the date(s) of any amendment(s)  and/or  modification(s)
to this Lease,  (iv) that this Lease was properly  executed and is in full force
and effect without amendment or modification, or, alternatively, that this Lease
and all amendments and/or modifications  thereto have been properly executed and
are in full force and effect,  (v) the current  annual  Basic Rent,  the current
monthly  installments of Basic Rent and the date on which LESSEE'S obligation to
pay Basic Rent  commenced,  (vi) the current  monthly  installment of Additional
Rent for Taxes and LESSOR'S  Operating  Expenses,  (vii) the date to which Basic
Rent and  Additional  Rent have been paid,  (viii)  the  amount of the  security
deposit,  if any, (ix) that all work done to the Demised  Premises by LESSEE has
been approved, except as specifically provided in the estoppel certificate,  (x)
that no  installment  of Basic Rent or  Additional  Rent has been paid more than
thirty (30) days in  advance,  (xi) that LESSEE is not in arrears in the payment
of any Basic  Rent or  Additional  Rent,  (xii)  that,  to the best of  LESSOR'S
knowledge,  neither party to this Lease is in default in the keeping, observance
or performance of any covenant,  agreement,  provision or condition contained in
this  Lease and no event has  occurred  which,  with the giving of notice or the
passage of time, or both,  would result in a default by either party,  except as
specifically provided in the estoppel  certificate,  (xiii) that, to the best of
LESSOR'S knowledge,  LESSEE has no existing defenses,  offsets, liens, claims or
credits against the Basic Rent or Additional Rent or against enforcement of this
Lease by LESSOR, (xiv) that LESSEE has not been granted any options or rights of
first refusal to extend the Term, to lease  additional  space, to terminate this
Lease  before  the  Termination  Date or to  purchase  the  Premises,  except as
specifically  provided in this  Lease,  (xv) that  LESSOR has not  received  any
notice of violation of Legal Requirements or Insurance  Requirements relating to
the Premises or to the Demised Premises,  and (xvi) that to the best of LESSOR'S
knowledge,  no "hazardous substances" or "hazardous wastes" have been generated,
manufactured,  refined,  transported,  treated,  stored,  handled,  disposed  or
spilled on or about the Demised Premises by LESSOR.

                                  ARTICLE 16
                                  ----------

                          ASSIGNMENT AND SUBLETTING
                          -------------------------

          16.1 Except as otherwise expressly provided in this Article 16, LESSEE
shall  not  sell,  assign,  transfer,  hypothecate,  mortgage,  encumber,  grant
concessions or licenses,  sublet,  or otherwise  dispose of any interest in this
Lease or the Demised

                                       39
<PAGE>

Premises, by operation of law or otherwise, without the prior written consent of
LESSOR.  Any consent granted by LESSOR in any instance shall not be construed to
constitute  a consent  with  respect to any other  instance or  request.  If the
Demised  Premises or any part  thereof  should be sublet,  used,  or occupied by
anyone other than LESSEE, or if this Lease should be assigned by LESSEE,  LESSOR
shall  have the right to  collect  rent from the  assignee,  subtenant,  user or
occupant, but no such assignment, subletting, use, occupancy or collection shall
be deemed a waiver  of any of  LESSOR'S  rights  under  the  provisions  of this
Section  16.1, a waiver of any of LESSEE'S  covenants  contained in this Article
16, the acceptance of the assignee,  subtenant, user or occupant as tenant, or a
release of LESSEE from  further  performance  by LESSEE of LESSEE'S  obligations
under the Lease.

          16.2 If LESSEE  shall  desire to sublet  the  Demised  Premises  or to

assign this Lease,  it shall first submit to LESSOR a written notice  ("LESSEE'S
Notice") setting forth in reasonable detail:

               (a) the name and address of the proposed sublessee or assignee;

               (b) the  terms  and  conditions  of the  proposed  subletting  or
assignment  (including  the  proposed  commencement  date of the sublease or the
effective date of the assignment, which shall be at least thirty (30) days after
LESSEE'S Notice is given);

               (c) the nature and  character  of the  business  of the  proposed
sublessee or assignee;

               (d) banking,  financial, and other credit information relating to
the proposed sublessee or assignee,  in reasonably  sufficient detail, to enable
LESSOR  to  determine  the  proposed   sublessee's   or   assignee's   financial
responsibility; and

               (e)  in  the   case  of  a   subletting,   complete   plans   and
specifications  for any and all work to be done in the  Demised  Premises  to be
sublet.

          16.3  Within  thirty  (30) days after  LESSOR'S  receipt  of  LESSEE'S
Notice, LESSOR agrees that it shall notify LESSEE whether LESSOR (i) consents to
the proposed sublet or assignment,  (ii) does not consent to the proposed sublet
or assignment,  or (iii) elects to exercise its recapture right, as described in
Section  16.5.  In the event  LESSOR  does not elect to exercise  its  recapture

                                       40
<PAGE>


right,  then  LESSOR  agrees not to  unreasonably  withhold  its  consent to the
proposed sublet or assignment.

          16.4 In addition to the foregoing requirements,

               (a) no  assignment  or  sublease  shall be  permitted  if, at the
effective date of such  assignment or sublease,  LESSEE is in default under this
Lease; and

               (b) no  assignment or sublease  shall be permitted  unless LESSEE
agrees,  at the time of the  proposed  assignment  or  sublease  and in LESSEE'S
Notice,  to pay to LESSOR,  immediately  upon receipt  thereof,  100% of all Net
Rental  Proceeds,  of whatever  nature,  payable by the prospective  assignee or
sublessee to LESSEE pursuant to such assignment or sublease.

          16.5 (a)  LESSOR  shall  have the  right,  to be  exercised  by giving
written notice (the "Recapture  Notice") to LESSEE within thirty (30) days after
receipt of LESSEE'S Notice,  to recapture the space described in LESSEE'S Notice
(the "Recapture  Space").  The Recapture  Notice shall cancel and terminate this
Lease with  respect to the  Recapture  Space as of the date  stated in  LESSEE'S
Notice for the commencement of the proposed  assignment or sublease as fully and
completely as if that date had been herein definitively fixed as the Termination
Date, and LESSEE shall  surrender  possession of the Recapture  Space as of such
date. Thereafter, the Basic Rent and Additional Rent shall be equitably adjusted
based upon the square  footage of the Demised  Premises  then  remaining,  after
deducting the square footage attributable to the Recapture Space.

               (b) In the event LESSOR  elects to exercise its  recapture  right
and the Recaptured Space is less than the entire Demised Premises,  then LESSOR,
at its sole expense, shall have the right to make any alterations to the Demised
Premises  required,  in LESSOR'S  reasonable  judgment,  to make such Recaptured
Space a self-contained  rental unit.  LESSOR agrees to perform all such work, if
any,  with  as  little  inconvenience  to  LESSEE'S  business  as is  reasonably
possible;  provided,  however, LESSOR shall not be required to perform such work
after normal business hours or on weekends;  and provided further,  LESSOR shall
not be deemed guilty of an eviction, partial eviction,  constructive eviction or
disturbance of LESSEE'S use or possession of the Demised Premises, and shall not
be liable to LESSEE for same.

          16.6 In addition to the  foregoing  requirements,  any  sublease  must
contain the following provisions:

                                       41
<PAGE>

               (a) the sublease  shall be subject and  subordinate to all of the
terms and conditions of this Lease;

               (b)  at  LESSOR'S  option,   in  the  event  of  cancellation  or
termination of this Lease for any reason or the surrender of this Lease, whether
voluntarily,  involuntarily,  or by operation of law, prior to the expiration of
such sublease, including extensions and renewals of such sublease, the subtenant
shall make full and complete attornment to LESSOR for the balance of the term of
the  sublease.  The  attornment  shall be  evidenced by an agreement in form and
substance  satisfactory  to LESSOR which the subtenant shall execute and deliver
at any time within five (5) days after request by LESSOR or its  successors  and
assigns;

               (c) the term of the sublease shall not extend beyond a date which
is one day prior to the Termination Date;

               (d) no subtenant  shall be permitted to further sublet all or any
portion of the subleased space or to assign its sublease  without LESSOR'S prior
written consent; and

               (e) the  subtenant  shall waive the  provisions of any law now or
subsequently  in effect  which may give the  subtenant  any right of election to
terminate the sublease or to surrender  possession of the space subleased in the
event that any proceeding is brought by LESSOR to terminate this Lease.

          16.7 Each of the  following  events shall be deemed to  constitute  an
assignment  of this Lease and each shall  require the prior  written  consent of
LESSOR:

               (a) any assignment or transfer of this Lease by operation of law;

or

               (b) any hypothecation,  pledge, or collateral  assignment of this

Lease; or

               (c) any  involuntary  assignment  or  transfer  of this  Lease in
connection with bankruptcy, insolvency, receivership, or similar proceeding; or

               (d) any assignment, transfer, disposition, sale or acquisition of
a  controlling  interest  in LESSEE  to or by any  person,  entity,  or group of
related persons or affiliated entities,  whether in a single transaction or in a
series of related or unrelated transactions; or

                                       42
<PAGE>


               (e) any issuance of an interest or  interests in LESSEE  (whether
stock,  partnership interests,  or otherwise) to any person, entity, or group of
related persons or affiliated entities,  whether in a single transaction or in a
series of related  or  unrelated  transactions,  which  results in such  person,
entity, or group holding a controlling  interest in LESSEE.  For purposes of the
immediately foregoing, a "controlling interest" of LESSEE shall mean 50% or more
of the aggregate  issued and  outstanding  equitable  interests  (whether stock,
partnership interests, membership interests or otherwise) of LESSEE.

          16.8 It is a further  condition to the effectiveness of any assignment
otherwise complying with this Article 16 that the assignee execute, acknowledge,
and deliver to LESSOR an agreement in form and substance  satisfactory to LESSOR
whereby the assignee  assumes all of the  obligations of LESSEE under this Lease
and agrees that the  provisions of this Article 16 shall  continue to be binding
upon it with respect to all future  assignments  and deemed  assignments of this
Lease.

          16.9 No  assignment  of this  Lease  nor  any  sublease  of all or any
portion of the  Demised  Premises  shall  release or  discharge  LESSEE from any
liability,  whether past, present, or future,  under this Lease and LESSEE shall
continue to remain primarily liable under this Lease.

          16.10  LESSEE  shall be  responsible  for  obtaining  all  permits and
approvals  required  by  any  governmental  or   quasi-governmental   agency  in
connection  with any  assignment of this Lease or any  subletting of the Demised
Premises,  and LESSEE shall deliver copies of these documents to LESSOR prior to
the commencement of any work, if work is to be done.  LESSEE is also responsible
for and is  required  to  reimburse  LESSOR  for all fees,  costs and  expenses,
including,  but not limited to,  reasonable  attorneys' fees and  disbursements,
which LESSOR  incurs in reviewing  any proposed  assignment  of this Lease,  any
proposed  sublease of the Demised  Premises,  and any  permits,  approvals,  and
applications for construction within the Demised Premises.

          16.11 If LESSOR  consents to any proposed  assignment  or sublease and
LESSEE fails to consummate the assignment or sublease to which LESSOR  consented
within  ninety  (90) days  after the  giving of such  consent,  LESSEE  shall be
required  again to comply  with all of the  provisions  and  conditions  of this
Article 16 before  assigning this Lease or subletting the Demised  Premises.  If
LESSEE  consummates the assignment or sublease to which LESSOR

                                       43
<PAGE>

consented  within  said  ninety  (90) day  period,  LESSEE  agrees that it shall
deliver  to  LESSOR a fully  executed,  duplicate  original  counterpart  of the
assignment or sublease  agreement  within ten (10) days of the date of execution
of such item.

          16.12 LESSEE agrees that under no circumstances shall LESSOR be liable
in damages or subject to liability  by reason of LESSOR'S  failure or refusal to
grant its consent to any proposed  assignment of this Lease or subletting of the
Demised Premises.

          16.13 If LESSOR  withholds  its consent of any proposed  assignment or
sublease,  LESSEE shall  defend,  indemnify,  and hold LESSOR  harmless from and
reimburse LESSOR for all liability,  damages, costs, fees, expenses,  penalties,
and  charges  (including,  but not limited to,  reasonable  attorneys'  fees and
disbursements)  arising out of any claims that may be made against LESSOR by any
brokers or other  persons  claiming a  commission  or  similar  compensation  in
connection with the proposed assignment or sublease.

          16.14 (a)  Notwithstanding  anything to the contrary contained in this
Lease, in the event that this Lease is assigned to any person or entity pursuant
to  the  provisions  of the  Bankruptcy  Code,  any  and  all  monies  or  other
consideration  payable or  otherwise to be  delivered  in  connection  with such
assignment  shall  be paid or  delivered  to  LESSOR,  shall be and  remain  the
exclusive  property of LESSOR and shall not constitute  property of LESSEE or of
the estate of LESSEE  within the  meaning of the  Bankruptcy  Code.  Any and all
monies or other consideration constituting LESSOR'S property under the preceding
sentence  not paid or delivered to LESSOR shall be held in trust for the benefit
of LESSOR and be promptly paid to or turned over to LESSOR.

               (b) If LESSEE  proposes  to assign  this  Lease  pursuant  to the
provisions of the Bankruptcy  Code to any person or entity who shall have made a
bona fide offer to accept an  assignment  of this Lease on terms  acceptable  to
LESSEE,  then notice of such proposed  assignment setting forth (i) the name and
address of such person or entity,  (ii) all of the terms and  conditions of such
offer and (iii) the  adequate  assurance to be provided by LESSEE to assure such
person's or entity's future  performance  under this Lease,  including,  without
limitation,  the assurance  referred to in Section  365(b)(3) of the  Bankruptcy
Code, or any such successor or substitute  legislation or rule thereto, shall be
given to LESSOR by  LESSEE no later  than  twenty  (20) days  after  receipt  by
LESSEE,  but in any  event no later  than ten (10)  days  prior to the date that
LESSEE shall make application to a

                                       44
<PAGE>


court of competent  jurisdiction  for  authority and approval to enter into such
assignment  and  assumption;  for the purposes of clause (iii) of this sentence,
the phrase  "adequate  assurance"  shall mean the deposit of cash security in an
amount equal to the Basic Rent and Additional  Rent payable under this Lease for
the next  succeeding  twelve (12) months (which annual  Additional Rent shall be
reasonably estimated by LESSOR). LESSOR shall thereupon have the prior right and
option,  to be  exercised  by notice to  LESSEE  given at any time  prior to the
effective  date of such  proposed  assignment,  to accept an  assignment of this
Lease upon the same terms and conditions and for the same consideration, if any,
as the bona fide offer made by such person for the assignment of this Lease. Any
person or entity to which this Lease is assigned  pursuant to the  provisions of
the Bankruptcy  Code shall be deemed without further act or deed to have assumed
all of the  obligations  arising  under  this Lease on or after the date of such
assignment.  Any such assignee shall, upon demand, execute and deliver to LESSOR
an instrument confirming such assumption.

          16.15 (i) LESSEE may,  without  LESSOR'S prior  consent,  but upon not
less than fifteen  (15) days' prior  notice to LESSOR,  assign this Lease to, or
sublet all or part of the Premises to, or permit a portion of the Premises to be
occupied  by, any  corporation  or other  business  entity  which  controls,  is
controlled by, or is under common  control with LESSEE (herein  referred to as a
"related   corporation"),   subject,   however,   to  compliance  with  LESSEE'S
obligations under this Lease,  provided that (x) such related  corporation's use
is  consistent  with the uses  permitted  under  this  Lease,  (y) prior to such
assignment,  subletting or occupancy,  LESSEE  furnishes LESSOR with the name of
any such related corporation and a written  certification from a duly authorized
senior officer of LESSEE  certifying to LESSOR that such assignee,  subtenant or
occupant is a related  corporation  of LESSEE and (z) with  respect to a related
corporation which is permitted to occupy a portion of the Premises, such related
corporation  shall  not be  permitted  to  have  an  identification  sign on the
entrance door to the Premises or on the wall adjacent thereto. From time to time
during such assignment, subletting or occupancy, upon written request by LESSOR,
a duly  authorized  senior officer of LESSEE shall certify in writing to LESSOR,
and shall substantiate by reasonable evidence, that such assignee,  subtenant or
occupant  continues  to  be a  related  corporation  of  LESSEE.  LESSEE  hereby
acknowledges and agrees that an assignment of this Lease shall be deemed to have
occurred at such time as such  assignee,  subtenant  or occupant  ceases to be a
related  corporation of LESSEE, and that such assignment shall be subject to all
the provisions of this Article 16 (including, without

                                       45
<PAGE>


limitation,  the  obligation  to obtain  LESSOR'S  prior written  consent).  Any
assignment, subletting or occupancy by a related corporation of LESSEE shall not
be deemed to relieve,  release,  impair or discharge any of LESSEE'S obligations
hereunder.   For  the  purposes  hereof,  "control"  shall  be  deemed  to  mean
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction of the management  and policies of such  corporation or other business
entity, through the ownership of voting securities, by contract, or otherwise.

                    (ii) LESSEE may,  without  LESSOR'S prior consent,  but upon
not less than fifteen  (15) days' prior  written  notice to LESSOR,  assign this
Lease and the leasehold  estate  hereby  created to a successor  corporation  of
LESSEE (as  hereinafter  defined).  A "successor  corporation,"  as used in this
subsection,  shall mean (x) a corporation or other business entity into which or
with which LESSEE,  its  successors or assigns,  is merged or  consolidated,  in
accordance with applicable  statutory provisions for the merger or consolidation
of  corporations,  provided that by operation of law or by effective  provisions
contained in the instruments of merger or consolidation,  the liabilities of the
corporations  or  other  business  entities  participating  in  such  merger  or
consolidation  are assumed by the corporation or other business entity surviving
such merger or  consolidation,  or (y) a corporation  or other  business  entity
acquiring  all or  substantially  all of the  assets of  LESSEE,  its  corporate
successors or assigns, including the leasehold estate created by this Lease, and
assuming  the  obligations  of LESSEE  under this  Lease,  or (z) any  corporate
successor or other business entity successor to a successor corporation becoming
such by either of the  methods  described  in  subdivisions  (x) and (y)  above;
provided  that  (1)  such  merger  or  consolidation,  or such  acquisition  and
assumption,  as the  case  may  be,  is  not  principally  for  the  purpose  of
transferring  the leasehold  estate created hereby,  and (2)  immediately  after
giving  effect to any such  merger or  consolidation,  or such  acquisition  and
assumption, as the case may be, the corporation surviving such merger or created
by such  consolidation or acquiring such assets and assuming such liabilities as
the case may be,  shall have a net  worth,  as  determined  in  accordance  with
generally accepted accounting principles, equal to or greater than the net worth
of LESSEE as of the effective date of such assignment.

                    (iii) Notwithstanding  anything to the contrary contained in
this Lease,  the  transfer of the  outstanding  capital  stock of any  corporate
tenant shall not be deemed an assignment of

                                       46
<PAGE>


this Lease if such  transfer  shall be effected by the sale of stock through the
"over-the-counter-market" or through any recognized stock exchange

                                  ARTICLE 17
                                  ----------

                                   CASUALTY
                                   --------

          17.1 If there is any damage to or destruction of the Demised Premises,
LESSEE shall promptly give notice  thereof to LESSOR,  describing the nature and
extent thereof.

          17.2 If the Demised  Premises are damaged,  but no portion  thereof is
rendered  untenantable,  and this Lease is not  terminated  pursuant  to Section
17.4, 17.5 or 17.6 hereof,  LESSOR shall, at its own expense,  cause Restoration
to be completed  as soon as  reasonably  practicable  but in no event later than
ninety (90) days from the occurrence,  subject to any Excusable Delays,  and the
Basic Rent and Additional Rent shall not abate.

          17.3 If the Demised Premises are damaged or destroyed and are rendered
partially or wholly  untenantable,  and this Lease is not terminated pursuant to
Section  17.4,  17.5 or 17.6 hereof,  LESSOR  shall,  at its own expense,  cause
Restoration  to be completed as soon as reasonably  practicable  but in no event
later than one hundred  eighty  (180) days from the  occurrence,  subject to any
Excusable  Delays,  and the Basic Rent and  Additional  Rent shall be  equitably
abated.

          17.4 If, in the sole  opinion of LESSOR,  the  Building  is damaged or
destroyed and the total cost of Restoration shall amount to thirty percent (30%)
or  more  of the  full  insurable  value  of the  Building,  LESSOR,  in lieu of
Restoration,  may elect to terminate  this Lease,  provided  that notice of such
termination  shall be sent to LESSEE within sixty (60) days after the occurrence
of such casualty.  If LESSOR  exercises its right to terminate this Lease,  this
Lease shall cease,  terminate and expire, and all Basic Rent and Additional Rent
shall be prorated, as of the date of such damage or destruction.

          17.5 If the  Building is damaged or destroyed  and, in the  reasonable
opinion of LESSOR,  more than one hundred  eighty  (180) days are  necessary  to
complete  Restoration,  or if  during  the  final  year of the Term the  Demised
Premises are damaged or destroyed and rendered partially or wholly untenantable,
LESSOR may elect to terminate  this Lease  provided  notice of such  termination
shall be sent to LESSEE  within  sixty  (60) days after

                                       47
<PAGE>


the occurrence of such casualty. If LESSOR exercises its right to terminate this
Lease,  this Lease shall  cease,  terminate  and expire,  and all Basic Rent and
Additional Rent shall be prorated, as of the date of such damage or destruction.

          17.6 LESSOR shall not be required to expend for  Restoration an amount
in  excess  of (i) the Net  Award  received  by it plus  (ii) the  amount of the
deductible.  In the  event  such  amount  is not  adequate  or the  holder of an
Underlying  Encumbrance  elects to retain the Net Award,  LESSOR  shall have the
right to terminate this Lease provided notice of such termination  shall be sent
to  LESSEE  within  sixty  (60)  days  after  the  amount  of such Net  Award is
ascertained, or after the date on which the holder of the Underlying Encumbrance
notifies LESSOR that it has elected to retain the Net Award,  whichever the case
may be. If LESSOR exercises its right to terminate this Lease,  this Lease shall
cease,  terminate and expire,  and all Basic Rent and  Additional  Rent shall be
prorated, as of the date of such damage or destruction.

                                  ARTICLE 18
                                  ----------

                                 CONDEMNATION
                                 ------------

          18.1 LESSEE hereby irrevocably  assigns to LESSOR any award or payment
to which LESSEE  becomes  entitled by reason of any Taking of all or any part of
the  Demised  Premises,  whether the same shall be paid or payable in respect of
LESSEE'S leasehold interest hereunder or otherwise,  except that LESSEE shall be
entitled to any award or payment for the Taking of  LESSEE'S  trade  fixtures or
personal  property  or for  loss of  business,  relocation  or  moving  expenses
provided  the amount of the Net Award  payable to LESSOR with respect to the fee
interest is not diminished.  All amounts payable  pursuant to any agreement with
any condemning  authority  which have been made in settlement of or under threat
of any condemnation or other eminent domain  proceeding shall be deemed to be an
award made in such  proceeding.  LESSEE agrees that this Lease shall control the
rights of LESSOR and LESSEE in any Net Award and any  contrary  provision of any
present or future law is hereby waived.

          18.2 In the event of a Taking of the  whole of the  Demised  Premises,
then the Term shall cease and terminate as of the date when  possession is taken
by the condemning authority and all Basic Rent and Additional Rent shall be paid
up to that date.

                                       48
<PAGE>


          18.3 In the event of a Taking of thirty  (30%)  percent or more of the
Demised  Premises,  then, if LESSEE shall determine in good faith and certify to
LESSOR that because of such Taking,  continuance  of its business at the Demised
Premises  would be  uneconomical,  LESSEE may,  at any time  either  prior to or
within a period of sixty  (60)  days  after  the date  when  possession  of such
Demised  Premises  shall  be  required  by the  condemning  authority,  elect to
terminate  this Lease.  In the event that LESSEE shall fail to exercise any such
option to  terminate  this  Lease,  or in the  event of a Taking of the  Demised
Premises under circumstances under which LESSEE will have no such option,  then,
and in either of such events, LESSOR shall, subject to the provisions of Section
18.4, cause Restoration to be completed as soon as reasonably  practicable,  but
in no case later than ninety (90) days after the date the  condemning  authority
takes  possession  of such  portion  of the  Demised  Premises,  subject  to any
Excusable  Delays,  and the Basic Rent and Additional  Rent  thereafter  payable
during the Term shall be equitably  prorated  based upon the square foot area of
the Building actually taken.

          18.4 If (a) the Net Award is inadequate to complete Restoration of the
Demised Premises, or (b) in the case of a Taking of thirty (30%) percent or more
of the Demised Premises, LESSEE has not elected to terminate this Lease pursuant
to  Section  18.3  hereof,  then  LESSOR  may  elect  either  to  complete  such
Restoration or terminate this Lease by giving notice to LESSEE within sixty (60)
days after (x) the amount of the Net Award is  ascertained or (y) the expiration
of the sixty (60) day period  within which LESSEE may  terminate  this Lease (as
described in Section 18.3 hereof), whichever the case may be. In such event, all
Basic  Rent  and  Additional  Rent  shall  be  apportioned  as of the  date  the
condemning authority actually takes possession of the Demised Premises.

                                  ARTICLE 19
                                  ----------

                              EVENTS OF DEFAULT
                              -----------------

          19.1  Any of the  following  occurrences,  conditions  or  acts  shall
constitute an "Event of Default" under this Lease:

               (a) If LESSEE  shall  default in making  payment  when due of any
Basic Rent,  Additional  Rent or other amount payable by LESSEE  hereunder,  and
such default shall continue for five (5) days; or


                                       49
<PAGE>

               (b) if LESSEE shall fail to take actual  occupancy of the Demised
Premises within ninety (90) days after the Commencement Date or shall thereafter
vacate the Demised Premises for a period in excess of sixty (60) days; provided,
however,  in the event LESSEE is required to vacate the entire Demised  Premises
as a result  of a  casualty,  an Event of  Default  shall  not be deemed to have
occurred  unless LESSEE fails to take actual  occupancy of the Demised  Premises
within ninety (90) days after the Restoration has been substantially  completed;
or

               (c) if the Demised  Premises  shall be  abandoned by LESSEE for a
period of thirty (30) consecutive days; or

               (d)  if  LESSEE  or  any  Guarantor  shall  file  a  petition  in
bankruptcy pursuant to the Bankruptcy Code or under any similar federal or state
law, or shall be adjudicated a bankrupt or become insolvent, or shall commit any
act of  bankruptcy  as  defined  in any such law,  or shall  take any  action in
furtherance of any of the foregoing; or

               (e)  if a  petition  or  answer  shall  be  filed  proposing  the
adjudication of LESSEE or any Guarantor as a bankrupt pursuant to the Bankruptcy
Code or any similar federal or state law, and (i) LESSEE or such Guarantor shall
consent to the filing  thereof,  or (ii) such  petition  or answer  shall not be
discharged or denied within sixty (60) days after the filing thereof; or

               (f) if a  receiver,  trustee  or  liquidator  (or  other  similar
official)  of  LESSEE or any  Guarantor  or of all or  substantially  all of its
business  or  assets  or of the  estate or  interest  of  LESSEE in the  Demised
Premises  shall be appointed and shall not be discharged  within sixty (60) days
thereafter or if LESSEE or such Guarantor  shall consent to or acquiesce in such
appointment; or

               (g) if the estate or interest  of LESSEE in the Demised  Premises
shall be levied upon or attached in any proceeding and such process shall not be
vacated or discharged within sixty (60) days after such levy or attachment; or

               (h) if  LESSEE  shall  use or  suffer  or  permit  the use of the
Demised  Premises  or any part  thereof  for any  purpose  other than  expressly
specified in Section 8.1; or

               (i) if  LESSEE  fails to  comply  with any of the  provisions  of
Article 11; or

                                       50
<PAGE>


               (j) if LESSEE fails to discharge  any Lien within the time period
set forth in Article 12; or

               (k) if LESSEE fails to maintain the insurance  required  pursuant
to Article 14, or LESSEE fails to deliver to LESSOR the  insurance  certificates
required by Article 14 within the time periods set forth in Section 14.1(c); or

               (l) if LESSEE fails to deliver to LESSOR the estoppel certificate
required by Article 15 within the time period set forth therein; or

               (m) if LESSEE assigns this Lease or sublets all or any portion of
the Demised Premises without complying with all the provisions of Article 16; or

               (n) if  LESSEE  fails to  deliver  to  LESSOR  the  subordination
agreement required by Section 23.l within the time period set forth therein; or

               (o) if  LESSEE  fails  to  comply  with any  Legal  or  Insurance
after  LESSOR  shall have given  notice to LESSEE  specifying  such  default and
demanding that the same be cured; or

               (p) if LESSEE shall default in the  observance or  performance of
any provision of this Lease other than those  provisions  contemplated by clause
(a) through  (o),  inclusive,  of this  Section  19.1,  and such  default  shall
continue  for thirty (30) days after  LESSOR  shall have given  notice to LESSEE
specifying  such  default  and  demanding  that the same be cured  (unless  such
default cannot be cured by the payment of money and cannot with due diligence be
wholly cured within such period of thirty (30) days,  in which case LESSEE shall
have such longer  period as shall be necessary  to cure the default,  so long as
LESSEE  proceeds  promptly  to cure the same within such thirty (30) day period,
prosecutes  the cure to completion  with due  diligence and advises  LESSOR from
time to time, upon LESSOR'S  request,  of the actions which LESSEE is taking and
the progress being made); or

               (q) if any Guarantor  defaults  under the terms and conditions of
the  guaranty  delivered  to  LESSOR,  and such  default  continues  beyond  any
applicable  cure  period  contained  therein,  or if any of the  representations
and/or  warranties made by any Guarantor are untrue or materially  misleading as
of the date of the guaranty delivered to LESSOR.

                                       51
<PAGE>


                                  ARTICLE 20
                                  ----------

                      CONDITIONAL LIMITATIONS; REMEDIES
                      ---------------------------------

          20.1 This Lease and the Term and estate hereby  granted are subject to
the  limitation  that  whenever an Event of Default  shall have  happened and be
continuing,  LESSOR shall have the right,  at its  election,  then or thereafter
while any such Event of Default shall continue and notwithstanding the fact that
LESSOR  may have some other  remedy  hereunder  or at law or in equity,  to give
LESSEE  written  notice of LESSOR'S  intention to terminate this Lease on a date
specified in such notice,  which date shall be not less than five (5) days after
the giving of such notice,  and upon the date so  specified,  this Lease and the
estate hereby  granted shall expire and terminate with the same force and effect
as if the date specified in such notice were the date hereinbefore fixed for the
expiration  of this Lease,  and all right of LESSEE  hereunder  shall expire and
terminate,  and  LESSEE  shall be  liable  as  hereinafter  in this  Article  20
provided.  If any such  notice  is given,  LESSOR  shall  have,  on such date so
specified,  the right of re-entry and possession of the Demised Premises and the
right to remove all persons and property therefrom and to store such property in
a warehouse  or  elsewhere  at the risk and  expense,  and for the  account,  of
LESSEE. Should LESSOR elect to re-enter as herein provided or should LESSOR take
possession  pursuant to legal proceedings or pursuant to any notice provided for
by law,  LESSOR may from time to time  re-let the  Demised  Premises or any part
thereof for such term or terms and at such rental or rentals and upon such terms
and conditions as LESSOR may deem advisable,  with the right to make alterations
in and repairs to the Demised Premises.

          20.2 In the event of any  termination of this Lease as in this Article
20 provided or as required or permitted by law,  LESSEE shall forthwith quit and
surrender  the Demised  Premises  to LESSOR,  and LESSOR  may,  without  further
notice,  enter  upon,  re-enter,  possess  and  repossess  the  same by  summary
proceedings,  ejectment or  otherwise,  and again have,  repossess and enjoy the
same as if this  Lease had not been made,  and in any such  event  LESSEE and no
person claiming  through or under LESSEE by virtue of any law or an order of any
court shall be entitled to  possession or to remain in possession of the Demised
Premises but shall forthwith quit and surrender the Demised Premises, and LESSOR
at its option  shall  forthwith,  notwithstanding  any other  provision  of this
Lease, be entitled to recover from LESSEE,  as and for liquidated  damages,  the
sum of:

                                       52
<PAGE>


               (a) all Basic Rent,  Additional Rent and other amounts payable by
LESSEE hereunder then due or accrued and unpaid, and

               (b) for loss of the bargain,  an amount equal to the aggregate of
all unpaid Basic Rent and Additional  Rent which would have been payable if this
Lease  had not been  terminated  prior to the end of the  Term  then in  effect,
discounted  to its then present  value in  accordance  with  accepted  financial
practice using a rate equal to six percent (6%) per annum; and

               (c) all other damages and expenses (including attorneys' fees and
expenses),  which  LESSOR  shall have  sustained  by reason of the breach of any
provision of this Lease.

          20.3 Nothing  herein  contained  shall limit or prejudice the right of
LESSOR, in any bankruptcy or insolvency  proceeding,  to prove for and obtain as
liquidated  damages by reason of such termination an amount equal to the maximum
allowed by any bankruptcy or insolvency proceedings,  or to prove for and obtain
as  liquidated  damages by reason of such  termination,  an amount  equal to the
maximum  allowed by any  statute or rule of law  whether  such  amount  shall be
greater or less than the excess referred to above.

          20.4 In the event that LESSEE  should  abandon  the Demised  Premises,
LESSOR may, at its option and for so long as LESSOR does not terminate  LESSEE'S
right to  possession  of the  Demised  Premises,  enforce  all of its rights and
remedies  under  this  Lease,  including  the right to recover  all Basic  Rent,
Additional  Rent and other payments as they become due hereunder.  Additionally,
LESSOR  shall be entitled to recover  from LESSEE all costs of  maintenance  and
preservation of the Demised Premises,  and all costs,  including  attorneys' and
receiver's  fees,  incurred in connection with the appointment of or performance
by a receiver to protect the Demised  Premises and LESSOR'S  interest under this
Lease.

          20.5  Nothing  herein shall be deemed to affect the right of LESSOR to
indemnification pursuant to Section 14.4 of this Lease.

          20.6 At the  request  of  LESSOR  upon the  occurrence  of an Event of
Default,  LESSEE will quit and surrender  the Demised  Premises to LESSOR or its
agents, and LESSOR may without further notice enter upon, re-enter and repossess
the Demised Premises by summary proceedings,  ejectment or otherwise.  The words
"enter",

                                       53
<PAGE>


"re-enter", and "re-entry" are not restricted to their technical legal meanings.

          20.7 If either LESSOR or LESSEE shall be in default in the  observance
or  performance  of any provision of this Lease,  and an action shall be brought
for the enforcement  thereof in which it shall be determined that said party was
in  default,  the  defaulting  party shall pay to the  non-defaulting  party all
reasonable fees, costs and other expenses incurred by the  non-defaulting  party
in connection  therewith,  including reasonable attorneys' fees and expenses. In
the event it is  determined  that said party was not in default,  then the party
alleging said default shall pay to the other party all the aforesaid  reasonable
fees, costs and expenses incurred by said party.

          20.8 If LESSEE shall default in the keeping, observance or performance
of any  covenant,  agreement,  term,  provision or condition  herein  contained,
LESSOR,  without  thereby  waiving  such  default,  may perform the same for the
account and at the expense of LESSEE (a)  immediately or at any time  thereafter
and without  notice in the case of emergency or in case such default will result
in a violation of any Legal or Insurance  Requirement,  or in the  imposition of
any Lien against all or any portion of the Premises and (b) in any other case if
such  default  continues  after  thirty (30) days from the date of the giving by
LESSOR to LESSEE of notice of LESSOR'S  intention  so to perform  the same.  All
costs and expenses incurred by LESSOR in connection with any such performance by
it for the  account  of  LESSEE  and  also all  costs  and  expenses,  including
attorneys' fees and disbursements incurred by LESSOR in any action or proceeding
(including any summary dispossess  proceeding)  brought by LESSOR to enforce any
obligation  of  LESSEE  under  this  Lease  and/or  right of LESSOR in or to the
Demised Premises, shall be paid by LESSEE to LESSOR upon demand.

          20.9  Except as  otherwise  provided  in this  Article 20, no right or
remedy herein  conferred  upon or reserved to LESSOR or LESSEE is intended to be
exclusive  of any other  right or remedy,  and every  right and remedy  shall be
cumulative and in addition to any other legal or equitable right or remedy given
hereunder, or now or hereafter existing. No waiver by LESSOR or by LESSEE of any
provision  of this Lease shall be deemed to have been made unless  expressly  so
made in writing. LESSOR and LESSEE shall be entitled, to the extent permitted by
law, to injunctive  relief in case of the violation,  or attempted or threatened
violation, of any provision of this Lease, or to a decree compelling observance

                                       54
<PAGE>


or  performance  of any  provision  of this  Lease,  or to any  other  legal  or
equitable remedy.

                                  ARTICLE 21
                                  ----------

                       ACCESS; RESERVATION OF EASEMENTS
                       --------------------------------

          21.1 LESSOR and  LESSOR'S  agents and  representatives  shall have the
right to enter into or upon the Demised  Premises,  or any part thereof,  at all
reasonable hours for the following purposes: (1) examining the Demised Premises;
(2) making such repairs or  alterations  therein as may be necessary in LESSOR'S
sole  judgment  for the safety and  preservation  of the Demised  Premises;  (3)
erecting,  maintaining,  repairing or replacing  wires,  cables,  ducts,  pipes,
conduits,  vents or plumbing  equipment  running in, to or through the Building;
(4) showing the Demised  Premises  to  prospective  new tenants  during the last
twelve (12) months of the Term; or (5) showing the Demised  Premises  during the
Term to any mortgagees or prospective  purchasers of the Premises.  LESSOR shall
give LESSEE three (3) business days prior written  notice before  commencing any
non-emergency repair or alteration.

          21.2 LESSOR may enter upon the Demised Premises at any time in case of
emergency without prior notice to LESSEE.

          21.3 LESSOR,  in  exercising  any of its rights under this Article 21,
shall  not be deemed  guilty  of an  eviction,  partial  eviction,  constructive
eviction or  disturbance  of LESSEE'S use or possession of the Demised  Premises
and shall not be liable to LESSEE for same.

          21.4 All work performed by or on behalf of LESSOR in or on the Demised
Premises  pursuant  to this  Article  21  shall  be  performed  with  as  little
inconvenience to LESSEE'S business as is reasonably possible.

          21.5 LESSEE shall not change any locks or install any additional locks
on doors entering into the Building without  immediately giving to LESSOR a copy
of any such lock key. If in an  emergency  LESSOR is unable to gain entry to the
Building by unlocking  entry doors thereto,  LESSOR may force or otherwise enter
the Building,  without liability to LESSEE for any damage resulting  directly or
indirectly  therefrom.  LESSEE shall be responsible  for all damages  created or
caused by its failure to give LESSOR a copy of any key to any lock  installed by
LESSEE controlling entry to the Building.

                                       55
<PAGE>


          21.6 LESSOR  reserves the right,  from time to time,  to make changes,
alterations, additions, improvements, repairs or replacements in or to (i) those
portions of the Demised  Premises  which  LESSOR is  obligated  to maintain  and
repair  pursuant to the provisions of Section 7.3 and (ii) to the other portions
of the Demised  Premises and to the  fixtures  and  equipment in the Building as
LESSOR  may  reasonably  deem  necessary  to comply  with any  applicable  Legal
Requirements  and/or to correct any unsafe condition;  provided,  however,  that
there be no  unreasonable  obstruction  of the means of  access  to the  Demised
Premises or unreasonable  interference with LESSEE'S use of the Demised Premises
and the usable  square foot area of the  Building is not  unreasonably  affected
thereby.  Nothing contained in this Article shall be deemed to relieve LESSEE of
any duty,  obligation  or liability of LESSEE with respect to making any repair,
replacement or improvement or complying with any applicable Legal Requirements.

                                  ARTICLE 22
                                  ----------

                           ACCORD AND SATISFACTION
                           -----------------------

          The  receipt  by LESSOR  of any  installment  of Basic  Rent or of any
Additional  Rent  with  knowledge  of a default  by  LESSEE  under the terms and
conditions  of this  Lease  shall  not be deemed a waiver  of such  default.  No
payment by LESSEE or receipt by LESSOR of a lesser  amount  than the rent herein
stipulated  shall  be  deemed  to be  other  than  on  account  of the  earliest
stipulated  rent,  nor shall any  endorsement  or  statement on any check or any
letter  accompanying  any check or  payment  as rent be  deemed  an  accord  and
satisfaction,  and LESSOR may accept such check or payment without  prejudice to
LESSOR'S right to recover the balance of such rent or pursue any other remedy in
this Lease provided.

                                  ARTICLE 23
                                  ----------

                                SUBORDINATION
                                -------------

          23.1 This Lease and the term and estate  hereby  granted are and shall
be subject and  subordinate to the lien of each mortgage which may now or at any
time  hereafter  affect all or any portion of the Premises or LESSOR'S  interest
therein and to all ground leases which may now or at any time  hereafter  affect
all or any portion of the  Premises  (any such  mortgage  or ground  lease being
herein called an  "Underlying  Encumbrance").  The foregoing  provisions for the
subordination  of this  Lease  and the  term and  estate  hereby  granted  to an
Underlying  Encumbrance shall be self-

                                       56
<PAGE>

operative  and no  further  instrument  shall be  required  to  effect  any such
subordination;  provided,  however,  at any time and from time to time, upon not
less  than  ten (10)  days'  prior  notice  by  LESSOR,  LESSEE  shall  execute,
acknowledge and deliver to LESSOR any and all reasonable instruments that may be
necessary or proper to effect such  subordination  or to confirm or evidence the
same.

          23.2 If all or any portion of LESSOR'S estate in the Premises shall be
sold or conveyed to any person,  firm or  corporation  upon the  exercise of any
remedy  provided for in any mortgage or by law or equity,  such person,  firm or
corporation and each person,  firm or corporation  thereafter  succeeding to its
interest  in the  Premises  (a) shall not be liable for any act or  omission  of
LESSOR under this Lease  occurring  prior to such sale or conveyance,  (b) shall
not be subject to any offset,  defense or  counterclaim  accruing  prior to such
sale or conveyance,  (c) shall not be bound by any payment prior to such sale or
conveyance of Basic Rent,  Additional  Rent or other  payments for more than one
month  in  advance  (except  prepayments  in the  nature  of  security  for  the
performance by LESSEE of its obligations hereunder), and (d) shall be liable for
the keeping,  observance  and  performance of the other  covenants,  agreements,
terms,  provisions and  conditions to be kept,  observed and performed by LESSOR
under this Lease only during the period such person,  firm or corporation  shall
hold such interest.

          23.3 In the event of an act or  omission  by LESSOR  which  would give
LESSEE  the  right  to  terminate  this  Lease or to  claim a  partial  or total
eviction,  LESSEE will not  exercise  any such right until it has given  written
notice of such act or omission,  or, in the case of the Demised  Premises or any
part thereof  becoming  untenantable  as the result of damage from fire or other
casualty,  written notice of the occurrence of such damage, to the holder of any
Underlying  Encumbrance  whose  name and  address  shall  previously  have  been
furnished to LESSEE in writing,  by delivering such notice of such act, omission
or damage  addressed to such holder at said address or if such holder  hereafter
furnishes  another  address  to LESSEE in  writing  at the last  address of such
holder so furnished to LESSEE,  and, unless otherwise  provided herein,  until a
reasonable  period for remedying such act, omission or damage shall have elapsed
following such giving of such notice,  provided any such holder, with reasonable
diligence,  shall,  following  the giving of such  notice,  have  commenced  and
continued  to  remedy  such act,  omission  or damage or to cause the same to be
remedied.

                                       57
<PAGE>


          23.4 If, in connection  with  obtaining  financing for the Premises or
refinancing  any mortgage  encumbering  the  Premises,  the  prospective  lender
requests reasonable modifications to this Lease as a condition precedent to such
financing  or  refinancing,  then  LESSEE  hereby  covenants  and  agrees not to
unreasonably  withhold,  delay or condition  its consent to such  modifications,
provided  such  modifications  do not  materially  increase  LESSEE'S  financial
obligations hereunder and do not materially reduce LESSEE'S rights hereunder.

                                  ARTICLE 24
                                  ----------

                               LESSEE'S REMOVAL
                               ----------------

          24.1 Upon the expiration or earlier  termination of this Lease, LESSEE
shall surrender the Demised Premises to LESSOR in the condition same is required
to be  maintained  under  Article 7 of this Lease and broom clean.  Any personal
property  which  shall  remain  in any part of the  Demised  Premises  after the
expiration  or earlier  termination  of this Lease  shall be deemed to have been
abandoned,  and  either  may be  retained  by LESSOR as its  property  or may be
disposed  of in such  manner as LESSOR  may see fit;  provided,  however,  that,
notwithstanding  the  foregoing,  LESSEE  will,  upon request of LESSOR made not
later than thirty (30) days after the expiration or earlier  termination of this
Lease, promptly remove from the Demised Premises any such personal property.

          24.2 If, at any time  during  the last  three (3)  months of the Term,
LESSEE shall not occupy any part of the Demised  Premises in connection with the
conduct of its business,  LESSOR may elect, at its option, to enter such part of
the  Demised  Premises  to alter  and/or  redecorate  such  part of the  Demised
Premises, and LESSEE hereby irrevocably grants to LESSOR a license to enter such
part  of the  Demised  Premises  in  connection  with  such  alterations  and/or
redecorations. LESSOR'S exercise of such right shall not relieve LESSEE from any
of its obligation under this Lease.

          24.3 If LESSEE holds over  possession of the Demised  Premises  beyond
the  Termination  Date, such holding over shall not be deemed to extend the Term
or renew  this  Lease but such  holding  over  shall  continue  upon the  terms,
covenants and conditions of this Lease except that LESSEE agrees that the charge
for use and occupancy of the Demised Premises for each calendar month or portion
thereof  that LESSEE  holds over (even if such part shall be one day) shall be a
liquidated sum equal to one-twelfth (1/12th) of two (2) times the Basic Rent and
Additional Rent required to be

                                       58
<PAGE>

paid by LESSEE during the calendar  year  preceding the  Termination  Date.  The
parties recognize and agree that the damage to LESSOR resulting from any failure
by  LESSEE  to timely  surrender  possession  of the  Demised  Premises  will be
extremely  substantial,  will  exceed the amount of the  monthly  Basic Rent and
Additional Rent payable hereunder and will be impossible to accurately  measure.
If the Demised  Premises are not surrendered  upon the expiration of this Lease,
LESSEE shall  indemnify,  defend and hold  harmless  LESSOR  against any and all
losses and liabilities resulting therefrom,  including,  without limitation, any
claims made by any succeeding  tenant founded upon such delay, so long as LESSOR
has  notified  LESSEE  that  LESSOR  has  executed  a lease or  other  occupancy
agreement for all or any portion of the Demised  Premises.  Nothing contained in
this  Lease  shall be  construed  as a consent  by LESSOR  to the  occupancy  or
possession by LESSEE of the Demised  Premises beyond the  Termination  Date, and
LESSOR,  upon said  Termination  Date,  shall be  entitled to the benefit of all
legal remedies that now may be in force or may be hereafter  enacted relating to
the  immediate  repossession  of the Demised  Premises.  The  provisions of this
Article shall survive the expiration or sooner termination of this Lease.

                                  ARTICLE 25
                                  ----------

                                   BROKERS
                                   -------

          LESSEE  represents  to LESSOR  that LESSEE has not dealt with any real
estate broker or sales  representative in connection with this transaction other
than Jacobson,  Goldfarb & Tanzman Company,  LLC; the phrase "real estate broker
or sales  representative"  shall be  deemed  to  include  any  finder/consultant
retained by LESSEE,  but whose fees are to be paid by LESSOR.  LESSEE  agrees to
indemnify and hold harmless LESSOR,  LESSOR'S managing agent, and the respective
directors, officers, employees and partners of the foregoing entities, or of any
partner of the foregoing  entities,  from and against any threatened or asserted
claims,  liabilities,  losses or judgments (including reasonable attorneys' fees
and disbursements) by any real estate broker or sales representative (other than
those set forth  above) based on alleged  contacts  between such broker or sales
representative and LESSEE which have resulted in allegedly providing such broker
or sales  representative with the right to claim a commission or finder's fee in
connection  with this Lease.  The  provisions  of this Article shall survive the
expiration or sooner termination of this Lease.

                                       59
<PAGE>


                                  ARTICLE 26
                                  ----------

                                   NOTICES
                                   -------

          All  notices,  demands,   requests,   consents,   approvals,   offers,
statements and other instruments or  communications  required or permitted to be
given hereunder (i) shall be in writing, (ii) shall be addressed as set forth in
the next  succeeding  sentence,  or to such other  address as either party shall
designate to the other in writing, (iii) shall be delivered personally, or shall
be sent by a nationally  recognized  overnight courier service, or shall be sent
by first class registered or certified mail, postage prepaid,  and (iv) shall be
deemed given hereunder (x) on the delivery thereof if sent by personal  delivery
or by a nationally  recognized  overnight courier service or (y) upon receipt or
non-acceptance  by the addressee if sent by first class  registered or certified
mail.  All  such  notices,  demands,  requests,  consents,   approvals,  offers,
statements and other instruments or communications  shall be addressed to LESSEE
at the Demised Premises (Plaza I, 303 George Street,  New Brunswick,  New Jersey
08901,  to the  attention of  ________________),  with a copy to Stuart  Dember,
Esq., Hale & Dorr LLP, 650 College Road East,  Princeton,  New Jersey 08540, and
shall be addressed to LESSOR to the address for LESSOR set forth above.

                                  ARTICLE 27
                                  ----------

                        NATURE OF LESSOR'S OBLIGATIONS
                        ------------------------------

          Anything in the Lease to the contrary notwithstanding,  no recourse or
relief  shall be had under any rule of law,  statute or  constitution  or by any
enforcement  of any  assessments  or  penalties,  or otherwise or based on or in
respect  of this  Lease  (whether  by  breach  of any  obligation,  monetary  or
non-monetary),   against  LESSOR,   it  being  expressly   understood  that  all
obligations  of LESSOR  under or relating  to this Lease are solely  obligations
payable  out of  the  Premises  and  are  compensable  solely  therefrom.  It is
expressly  understood that all such liability is and is being  expressly  waived
and  released as a condition  of and as a condition  for the  execution  of this
Lease,  and  LESSEE  expressly  waives  and  releases  all such  liability  as a
condition of, and as a consideration for, the execution of this Lease by LESSOR.

                                       60
<PAGE>


                                  ARTICLE 28
                                  ----------

                               SECURITY DEPOSIT
                               ----------------

          28.1. (a) Concurrently with the execution of this Lease,  LESSEE shall
deposit  with  LESSOR  the sum of  $7,187.25,  the same to be held by  LESSOR as
security  for the full and  faithful  performance  by  LESSEE  of the  terms and
conditions  by it to be observed  and  performed  hereunder.  If any Basic Rent,
Additional  Rent or other sum  payable by LESSEE to LESSOR  becomes  overdue and
remains  unpaid,  or should  LESSOR make any  payments  on behalf of LESSEE,  or
should  LESSEE  fail to perform any of the terms and  conditions  of this Lease,
then  LESSOR,  at its option,  and without  prejudice  to any other remedy which
LESSOR may have on account thereof, shall appropriate and apply said deposit, or
so much thereof as may be required to  compensate  or reimburse  LESSOR,  as the
case may be, toward the payment of Basic Rent, Additional Rent or other such sum
payable  hereunder,  or loss or damage  sustained by LESSOR due to the breach or
failure to perform on the part of LESSEE, and upon demand,  LESSEE shall restore
such security to the original sum deposited.

               (b) LESSEE  hereby  agrees that the security  deposit shall equal
three (3) month's Basic Rent at all times during the Term,  and LESSEE agrees to
deposit  with LESSOR  such  additional  sum as may be  required to satisfy  such
requirement within thirty (30) days after any increase in the Basic Rent.

          28.2  Conditioned  upon the full  compliance  by  LESSEE of all of the
terms of this Lease,  and the prompt payment of all sums due  hereunder,  as and
when they fall due,  said  deposit  shall be returned  in full to LESSEE  within
fifteen (15) days after the end of the Term.

          28.3 In the event of  bankruptcy or other  debtor-creditor  proceeding
against LESSEE, such security deposit shall be deemed to be applied first to the
payment of rent and other  charges due LESSOR for all periods prior to filing of
such proceedings.

          28.4 In the event of any  transfer  of title to the  Premises,  or any
assignment of LESSOR'S interest under this Lease, LESSOR shall have the right to
transfer the security  deposit to said transferee or assignee,  and LESSOR shall
thereupon  be  released  by LESSEE  from all  liability  for the  return of such
security deposit. In such event, LESSEE agrees to look to the new lessor for the
return of the security deposit.  It is hereby agreed that the provisions of this
Section shall apply to every

                                       61
<PAGE>


transfer or assignment made of the security deposit to a new lessor.

                                  ARTICLE 29
                                  ----------

                                MISCELLANEOUS
                                -------------

          29.1 This Lease may not be amended, modified or nor may any obligation
hereunder be waived, orally, and no such amendment, modification, termination or
waiver,  shall be  effective  unless in writing and signed by the party  against
whom  enforcement  thereof is sought.  No waiver by LESSOR of any  obligation of
LESSEE  hereunder  shall  be  deemed  to  constitute  a  waiver  of  the  future
performance of such obligation by LESSEE.  If any provision of this Lease or any
application  thereof  shall be invalid or  unenforceable,  the remainder of this
Lease and any other application of such provision shall not be affected thereby.
This Lease shall be binding upon and inure to the benefit of and be  enforceable
by the  respective  successors  and  assigns of the  parties  hereto,  except as
provided in Article 16. Upon due  performance of the covenants and agreements to
be performed by LESSEE under this Lease,  LESSOR covenants that LESSEE shall and
may at all times peaceably and quietly have, hold and enjoy the Demised Premises
during  the  Term.  The  table of  contents  and the  article  headings  are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning hereof.  Schedules A, B, C, D and E annexed hereto are incorporated into
this Lease. This Lease will be simultaneously  executed in several counterparts,
each of which when so executed  and  delivered,  shall  constitute  an original,
fully enforceable  counterpart for all purposes. This Lease shall be governed by
and construed in accordance with the laws of the State of New Jersey.

          29.2 No act or thing done by LESSOR or LESSOR'S agents during the Term
shall be deemed an  acceptance  of a surrender of the Demised  Premises,  and no
agreement to accept such  surrender  shall be valid unless in writing and signed
by LESSOR.  No employee of LESSOR or LESSOR'S agents shall have any authority to
accept the keys to the Demised  Premises prior to the  Termination  Date and the
delivery of keys to any employee of LESSOR or LESSOR'S  agents shall not operate
as an acceptance of a termination  of this Lease or an acceptance of a surrender
of the Demised Premises.

          29.3  LESSOR'S  failure  during the Term to prepare and deliver any of
the  statements,  notices or bills set forth in this Lease  shall not in any way
cause LESSOR to forfeit or  surrender



                                       62
<PAGE>

its rights to collect any amount that may have become due and owing to it during
the Term.

          29.4 (a) LESSOR  hereby  reserves the right,  at its sole  option,  to
relocate LESSEE to other space within the Building (the "New Space") at any time
during the Term so long as the following preconditions are satisfied:

                    (i) The rentable square footage of the New Space is the same
as, or no more than 100 square feet of larger than, the rentable  square footage
of the Demised Premises; and

                    (ii) LESSOR, at its sole cost and expense, has completed the
New Space and has prepared the same for LESSEE'S  occupancy so that the level of
finish  therein is  reasonably  comparable to the level of finish of the Demised
Premises.

If LESSOR  elects to exercise  its  relocation  right,  LESSOR  agrees to notify
LESSEE of said exercise and of the estimated date of the relocation,  which date
shall not be less than sixty (60) days after the date of LESSOR'S notice.

               (b) Within  twenty (20) days  following the giving by LESSOR of a
notice stating that the rentable  square footage of the New Space satisfies that
requirement  of clause  (a)(i)  above  and that the New  Space is  substantially
completed in accordance with the  requirements  of clause (a)(ii) above,  LESSEE
shall vacate the Demised Premises and move into the New Space.  LESSOR agrees to
reimburse  LESSEE for all  reasonable  costs and expenses  incurred by LESSEE in
connection with (i) moving its equipment,  furniture and other personal property
from the Demised  Premises to the New Space,  (ii)  installing its telephone and
computer systems in the New Space and (iii) installing its  identification  sign
at the entrance to the New Space; said reimbursement shall be made within thirty
(30) days following LESSOR'S receipt of evidence  reasonably  satisfactory to it
setting forth in reasonable detail the costs and expenses incurred by LESSEE and
a description of services performed.

               (c) In the event LESSOR  exercises its right to relocate  LESSEE,
LESSOR and LESSEE  hereby  agree,  within  twenty (20) days after  LESSEE  takes
possession of the New Space,  to promptly  amend those  provisions of this Lease
which are  affected by the  relocation  and the change,  if any, in the rentable
square footage. If the amount of the Basic Rent and LESSEE'S


                                       63
<PAGE>


Proportionate Share are affected,  the Basic Rent and Additional Rent payable or
paid for the  calendar  month in which the move to the New Space occurs shall be
equitably  adjusted,  and LESSEE shall pay to LESSOR any balance owing to LESSOR
within five (5) business days after the date LESSEE takes  possession of the New
Space,  or  alternatively,  LESSOR shall reimburse to LESSEE any monies owing to
LESSEE within five (5) business  days after the date LESSEE takes  possession of
the New Space.

               (d) After  LESSEE  takes  possession  of the New Space,  the term
"Demised  Premises",  as used in this  Lease,  shall be  deemed  to refer to and
include the New Space.

          29.5 LESSOR  shall have the right,  at any time and from time to time,
to request  financial  information  from LESSEE.  LESSEE  agrees to deliver such
financial  information to LESSOR within fifteen (15) days after LESSEE'S receipt
of said  request  so  long as such  information  is  reasonable  and is  readily
available. LESSOR agrees not to request such financial information more than one
(1) time during each calendar year occurring during the Term; provided, however,
LESSOR may request such information in connection with (i) any sale, transfer or
other disposition of LESSOR'S interest in the Premises and/or the Building, (ii)
any financing or  refinancing  of the Premises and (iii) any  assignment of this
Lease by LESSEE or any subletting of all or any portion of the Demised  Premises
by LESSEE notwithstanding any prior request by LESSOR in said calendar year.

          29.6 (a) LESSOR hereby  advises LESSEE that the parking area servicing
the Building at present  consists of an upper lot and a lower lot located in the
rear of the  Building  (the  "Lots").  LESSEE  acknowledges  that  the  Lots are
currently open to the public and service all of the tenants of the Building,  at
rates  established from time to time by the operator of the Lots.  LESSEE agrees
to  observe,  and to cause  LESSEE'S  employees  to observe,  reasonable  safety
precautions  in the use of the  automobile  parking  spaces in the Lots,  and to
comply with,  and to cause  LESSEE'S  employees to comply with,  all  reasonable
rules and regulations promulgated from time to time by LESSOR or the operator of
the Lots, including, but not limited to, the prohibition of overnight parking.

               (b) LESSEE  acknowledges  that if a tenant of the Building uses a
disproportionate number of spaces in the Lots, the other tenants of the Building
may not have sufficient  parking for their employees and invitees.  Accordingly,
LESSEE  agrees  that,  upon the  written  request of LESSOR,  it shall cause

                                       64
<PAGE>


its  officers,  employees,  agents and invitees to park in no more than five (5)
spaces  in the  Lots,  notwithstanding  the  fact  that the Lots are open to the
general public. The failure of LESSEE to comply with the terms and provisions of
this Section  29.6 shall be deemed to be a default by LESSEE of its  obligations
hereunder and, in such event, LESSOR shall have the right to exercise any rights
or remedies it may have under  Article 19 above,  including the  termination  of
this Lease.

               (c) LESSOR does not assume any responsibility  for, and shall not
be held liable for, any damage or loss to any  automobiles  parking in the Lots,
or to any personal property located therein.

               (d) Nothing in this Lease shall be construed  (i) to grant LESSEE
the right to use any parking spaces in the Lots or any other rights with respect
to the Lots, (ii) as a representation,  warranty or agreement that the Lots will
continue to be operated as public parking facilities or (iii) to obligate LESSOR
to police  or  otherwise  control  the use of the Lots by other  tenants  of the
Building or third  parties.  If LESSEE  desires to utilize any parking spaces in
the Lots,  LESSEE  shall  enter into a  separate  agreement  with  LESSOR or the
operator of the Lots for such parking spaces;  provided,  however,  that nothing
contained  in this Lease  shall be  construed  as an  obligation  on the part of
LESSOR or the operator of the Lots to enter into any such agreement with LESSEE.

          29.7 LESSEE shall be entitled (i) to use LESSEE'S  Proportionate Share
of the spaces  available on the office  building  directory  located on the main
floor of the Building and (ii) to use  LESSEE'S  pro rata share  (determined  by
dividing the rentable  square  footage of the Demised  Premises by the aggregate
rentable  square footage of the 4th floor) of the spaces  available on the floor
directory  located  in the  elevator  lobby  on the  fourth  (4th)  floor of the
Building. LESSOR shall pay the cost of the initial listings on said directories,
but  LESSEE  shall  pay  the  costs  of  any  changes  to the  listings.  LESSEE
acknowledges  and agrees that the cost of maintaining the  directories  shall be
part of LESSOR'S Operating Expenses.

          29.8 The submission of this Lease to LESSEE for  examination  does not
constitute an offer to lease the Demised Premises on the terms set forth herein,
and this  Lease  shall  become  effective  as a lease  agreement  only  upon the
execution and delivery of the Lease by LESSOR and LESSEE.

                                       65
<PAGE>


          29.9  Subject to all  applicable  Legal  Requirements  and to LESSOR'S
rules and  regulations,  LESSEE shall be  permitted  keyed access to the Demised
Premises twenty-four (24) hours per day, seven (7) days per week.

          29.10 The term  "LESSOR",  as used in this Lease,  shall mean only the
owner of the title to the  Premises as of the date in  question.  Upon the sale,
transfer or other conveyance by LESSOR of the Premises, LESSOR shall be released
from any and all liability under this Lease arising after the date of such sale,
transfer or other conveyance.

          29.11  Notwithstanding  anything  to the  contrary  contained  in this
Lease, LESSOR reserves the right, in its sole discretion, to modify or alter the
Premises  from time to time,  including,  but not  limited  to,  (i)  expanding,
reducing  and  otherwise  modifying  or  altering  the  buildings  on  the  Land
(including the Building) located on the Land from time to time; (ii) relocating,
expanding,  reducing and  otherwise  modifying  or altering  the parking  areas,
sidewalks, landscaped areas and other common areas located on the Land from time
to time; (iii)  constructing  additional  buildings  and/or  improvements on the
Land; and (iv) increasing or decreasing the size of the Land; provided, however,
if, as a result of LESSOR'S exercise of its rights hereunder, the acreage of the
Land is reduced or  increased or the rentable  square  footage of the  buildings
(including the Building) is reduced or increased,  then, in either event, LESSOR
shall equitably adjust those expenses affected by such action.

          29.12  If  LESSEE  desires  to  finance  any of its  inventory,  trade
equipment,  machinery or other personal property located at the Premises, LESSOR
agrees, upon request from LESSEE, to execute, deliver and acknowledge, a waiver,
in form and substance reasonably satisfactory to LESSOR of any statutory lien or
right of  distraint  in favor of  LESSOR  in such  inventory,  trade  equipment,
machinery  or  personal  property.  LESSEE  agrees to  reimburse  LESSOR for all
reasonable  attorneys'  fees and  disbursements  incurred in connection with the
preparation, negotiation and execution of such waiver.

                                       66
<PAGE>


          IN WITNESS  WHEREOF,  the parties have  executed  this Lease as of the

date first above written.

WITNESS:                         LESSOR:
(SEAL)                           MATRIX/AEW NB, LLC

                                 BY:   Matrix/AEW, LLC, its Manager

                                       BY:   Matrix Real Estate
                                             Services, LLC, its Agent

                                             By:   Taylor/Epstein
                                                   Investment Fund, LLC,
                                                   its Manager

                                                   By: /s/ Donald M. Epstein
                                                      --------------------------
                                                      Name:  Donald M. Epstein
                                                      Title: Manager



WITNESS:                         LESSEE:
(SEAL)                           SENESCO TECHNOLOGIES, INC.



/s/ Sascha P. Fedyszyn           By: /s/ Joel Brooks, CFO
--------------------------          ---------------------------
           Secretary                Name:  Joel Brooks
                                    Title: CFO



                                       67
<PAGE>

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

                             DESCRIPTION OF LAND
                             -------------------

          All that land and premises situate, lying and being in the City of New
Brunswick,  County of  Middlesex,  and State of New Jersey,  designated as Block
118, Lot 2.01 on the Official Tax Map of the City of New Brunswick.
<PAGE>

                                  SCHEDULE B
                                  ----------

                                  BASIC RENT
                                  ----------

          The Basic Rent  (inclusive of electricity at $1.25 per rentable square
foot) shall be payable in equal monthly  installments,  in advance, on the Basic
Rent Payment  Dates,  commencing on the  Commencement  Date,  except that LESSEE
shall pay the first (1st) installment of Basic Rent upon LESSEE'S  execution and
delivery of this Lease.

Section I:

          The Basic Rent for the initial five (5) year Term shall be as follows:
for the period from the  Commencement  Date to the Adjacent  Space  Commencement
Date, inclusive,  the Basic Rent shall be $28,749.00 per annum, payable in equal
monthly  installments  of  $2,395.75;  for the period  from the  Adjacent  Space
Commencement  Date to the Termination Date,  inclusive,  the Basic Rent shall be
$34,062.00 per annum, payable in equal monthly installment of $2,838.50.

Section II:

          (a) The Basic Rent for the Option Period shall be equal to the greater
of (i) the then fair  market  rental  value of the  Demised  Premises  as of the
commencement of the Option Period (as determined  pursuant to the provisions set
forth below) or (ii) the annual Basic Rent payable during the last Lease Year of
the original five (5) year Term.

          (b) On or before  the first  (1st) day of the  eighth  (8th)  calendar
month  preceding the then  Termination  Date,  LESSOR shall notify LESSEE of its
determination  of the fair market  rental value of the Demised  Premises for the
Option  Period.  If LESSOR'S  determination  is equal to or less than the annual
Basic Rent then payable by LESSEE,  then the Basic Rent during the Option Period
shall  be the  annual  Basic  Rent  then  payable  by  LESSEE;  and if  LESSOR'S
determination  is more than the annual Basic Rent then  payable by LESSEE,  then
the  Basic  Rent   during  the  Option   Period   shall  be  equal  to  LESSOR'S
determination,   subject,   however,   to  LESSEE'S  right  to  object  to  such
determination as provided in paragraph (c) below.

          (c) LESSEE shall have the right to object to LESSOR'S determination of
the fair market rental value by notice given to


                                      B-1


<PAGE>

LESSOR  within  fifteen (15) days after  receipt of LESSOR'S  determination.  If
LESSEE  objects to such fair market rental value,  and if the parties are unable
to  resolve  the  dispute  within  thirty  (30) days after  LESSOR'S  receipt of
LESSEE'S  objection  notice,  then the fair market  rental  value of the Demised
Premises  shall be  determined  pursuant to the  provisions  of the  immediately
following paragraph.

          (d) The  phrase  "fair  market  rental  value"  shall  mean  the  rent
generally  payable  in the  general  area of New  Brunswick,  New  Jersey  for a
building  of  approximately  the same  size,  level of  tenant  improvement  and
condition as the Building for an  equivalent  term.  On or before the  ninetieth
(90th) day preceding the  commencement of the Option Period in question,  LESSOR
and  LESSEE  shall  each  appoint  an  appraiser  who is a member of the  Member
Appraisal  Institute (MAI) of the American  Institute of Real Estate Appraisers.
In the event  either party fails to so appoint an appraiser on or before the day
specified in the preceding  sentence,  the person appointed as the appraiser may
appoint  an  appraiser  to  represent  the party  having  failed to  appoint  an
appraiser  within ten (10) days after the  expiration  of such  period.  The two
appraisers appointed in either manner shall then proceed to appraise the Demised
Premises  and  determine  its fair market  rental  value.  In the event of their
inability to reach a determination of the fair market rental value within thirty
(30) days after their  appointment,  then they shall  select a third  appraiser.
Said third appraiser shall appraise the Demised Premises within thirty (30) days
after his or her  appointment to determine its fair market rental value. In such
event,  for the purposes of clause (i) of Section  II(a) above,  the fair market
rental value of the Demised Premises shall be the average of the two (2) closest
appraisals. LESSOR and LESSEE agree to be bound by the determination of the fair
market rental value of the Demised Premises by the appraisers.  Each party shall
be responsible  for the fees and  disbursements  of its appraiser and attorneys,
and the parties  shall share  equally  the fees and  disbursements  of the third
(3rd) appraiser.

          (e) In the event a final  determination  of the annual  Basic Rent for
the  Option  Period  has not been made by the  commencement  date of the  Option
Period,  then LESSEE shall pay to LESSOR the Basic Rent at the same rate as most
recently  paid by LESSEE.  When the annual Basic Rent for the Option  Period has
been determined,  LESSEE shall pay to LESSOR,  with the next monthly installment
of Basic Rent due after such  determination,  an amount equal to the  difference
between the Basic Rent  previously  paid during the Option Period and the amount
which would have been

                                      B-2
<PAGE>

payable  had the annual  Basic Rent for the  Option  Period  been made as of the
commencement of the Option Period.

                                      B-3
<PAGE>

                                  SCHEDULE C

                                  FLOOR PLAN
<PAGE>

                                 SCHEDULE C-1


                                ADJACENT SPACE
<PAGE>

                                  SCHEDULE D

                                 FINISH WORK

          1. LESSEE hereby advises LESSOR that LESSEE desires LESSOR to renovate
the Demised  Premises in accordance with the schematic  drawings and preliminary
outline  specification  annexed to this Lease as Schedule E  (collectively,  the
"Preliminary  Drawings").  LESSOR hereby  acknowledges  that it has reviewed and
approved the Preliminary Drawings.

          2. (a) As soon as reasonably  practicable  (but in no event later than
thirty (30) days after the  execution  and  delivery of this Lease by LESSOR and
LESSEE),  LESSOR shall submit to LESSEE,  for LESSEE'S  approval (which approval
shall not be  unreasonably  withheld),  architectural  and  engineering  working
drawings  and  specifications  for the  subdivision,  layout  and  finish of the
Demised  Premises.  The scope of LESSEE'S review shall be limited to whether the
working drawings and specifications conform to the Preliminary Drawings.  LESSEE
shall notify LESSOR, within five (5) business days after LESSEE'S receipt of the
working  drawings and  specifications,  whether  LESSEE  disapproves of any work
shown  thereon;  said  notice  shall  specify  in  reasonable  detail  why  such
disapproved work does not conform to the Preliminary  Drawings.  If LESSEE fails
to notify  LESSOR of any  disapproved  work  within said five (5)  business  day
period,  then LESSEE shall be deemed to have  approved the working  drawings and
specifications.  If LESSEE notifies  LESSOR of any disapproved  work within said
five (5) business day period,  and if LESSOR and LESSEE agree upon modifications
to  said   drawings   and   specifications,   then  the  working   drawings  and
specifications,  as modified,  shall be deemed approved;  however, if LESSOR and
LESSEE  are unable to agree  upon  modifications  to the  working  drawings  and
specifications,  then LESSOR shall have the right (i) to complete the work shown
on the  working  drawings  and  specifications  approved by LESSEE and (ii) with
respect  to  those  items  of work  disapproved  by  LESSEE,  to  complete  such
disapproved items in the manner  contemplated by the Preliminary  Drawings.  For
the  purposes  of this  Lease,  the term  "Final  Plans"  shall mean the working
drawings and  specifications  (including any modifications  thereto) approved by
LESSOR and LESSEE;  provided,  however, if LESSEE has disapproved any work shown
on the working drawings and  specifications  and LESSOR and LESSEE are unable to
resolve the  dispute,  then the term "Final  Plans" shall mean the work shown on
the working  drawings and  specifications  which has been approved by LESSOR and
LESSEE and,

                                      D-1
<PAGE>

with respect to the items of work disapproved by LESSEE, the work
contemplated by the Preliminary Drawings.

               (b) LESSOR,  as promptly as is  practicable  after  receiving the
necessary  governmental approvals required for the commencement of construction,
shall, through a contractor or contractors to be engaged by it for such purpose,
proceed with due dispatch,  subject to any Excusable  Delay,  to do all the work
shown on the Final Plans (such work being herein called the "Finish Work").

               (c) If, after the approval of the Final Plans,  LESSEE desires to
amend,  change or modify the Final Plans, then LESSEE shall submit to LESSOR for
its approval (which  approval shall not be  unreasonably  withheld) a reasonably
detailed   description  of  the  proposed  amendment,   change  or  modification
(hereinafter  referred to as a "Change").  Within five (5)  business  days after
receipt of the Change,  LESSOR shall notify  LESSEE  whether the Change has been
approved or disapproved.  If such Change is approved,  then such Change shall be
deemed part of the Final Plans and the work shown  thereon  shall be deemed part
of the Finish Work (said  approval  notice  being  hereinafter  referred to as a
"Change Order"); if such change is disapproved,  LESSOR'S notice shall set forth
the reasons for such disapproval.

               (d) LESSEE shall reimburse  LESSOR,  as Additional  Rent, for all
architectural  and  engineering  fees and  disbursements  incurred  by LESSOR in
connection with any Change within fifteen (15) days after LESSEE'S  receipt of a
statement itemizing such costs and expenses.

               (e) After approval or deemed approval of the Final Plans,  LESSOR
may, but shall not be obligated to, provided LESSEE with an estimate of the Cost
of the Finish Work (the "Statement"). If the Cost of the Finish Work exceeds the
Work Allowance (as defined in Paragraph 5) (the  "Excess"),  LESSEE shall pay to
LESSOR fifty  percent  (50%) of the Excess within ten (10) days after receipt of
the Statement. Notwithstanding anything to the contrary contained herein, LESSOR
shall have no  obligation  to commence  the Finish Work until LESSEE has paid to
LESSOR fifty percent (50%) of the Excess.

               (f) LESSOR  shall pay the cost of all  Finish  Work to the extent

such Finish Work does not exceed $28,880.00.

               (g) Upon substantial  completion of the Finish Work, LESSOR shall
submit to LESSEE a statement setting forth the

                                      D-2
<PAGE>

total  Cost of the Finish  Work.  In the event that the total Cost of the Finish
Work exceeds the Work  Allowance,  then LESSEE shall pay to LESSOR the amount of
such excess (after deducting  therefrom any amounts previously paid by LESSEE on
account of such  excess)  within ten (10) days  after  LESSEE'S  receipt of said
statement.  In the event the total Cost of the Finish Work is less than the Work
Allowance (the "Excess Work Allowance"),  then LESSEE shall be entitled to apply
such  difference  against the cost of the  Adjacent  Space Work  pursuant to the
terms of  Paragraph  3(h) of this  Schedule  D, but shall not be entitled to any
credit against the monthly installments of Basic Rent.

          3. (a) LESSEE  hereby  advises  LESSOR that LESSEE  desires  LESSOR to
renovate the Adjacent Space in accordance with the schematic drawings annexed to
this Lease as Schedule E-1  (collectively,  the Adjacent Space Work  Preliminary
Drawings").  LESSOR  hereby  acknowledges  that it has reviewed and approved the
Adjacent Space Work Preliminary Drawings.

               (b) As soon as reasonably  practicable  after the Adjacent  Space
Termination  Date,  LESSOR shall submit to LESSEE,  for LESSEE'S approval (which
approval shall not be  unreasonably  withheld),  architectural  and  engineering
working  drawings and  specifications  for the layout and finish of the Adjacent
Space.  The scope of  LESSEE'S  review  shall be limited to whether  the working
drawings  and  specifications  conform to the  Adjacent  Space Work  Preliminary
Drawings.  LESSEE  shall  notify  LESSOR,  within five (5)  business  days after
LESSEE'S  receipt of the working  drawings and  specifications,  whether  LESSEE
disapproves of any work shown  thereon;  said notice shall specify in reasonable
detail why such  disapproved  work does not conform to the  Adjacent  Space Work
Preliminary  Drawings.  If LESSEE fails to notify LESSOR of any disapproved work
within said five (5)  business  day period,  then LESSEE shall be deemed to have
approved the working drawings and  specifications.  If LESSEE notifies LESSOR of
any disapproved work within said five (5) business day period, and if LESSOR and
LESSEE agree upon  modifications to said drawings and  specifications,  then the
working  drawings and  specifications,  as modified,  shall be deemed  approved;
however,  if LESSOR and LESSEE  are  unable to agree upon  modifications  to the
working  drawings  and  specifications,  then LESSOR shall have the right (i) to
complete the work shown on the working drawings and  specifications  approved by
LESSEE and (ii) with respect to those items of work  disapproved  by LESSEE,  to
complete such disapproved items in the manner contemplated by the Adjacent Space
Work  Preliminary  Drawings.  For the purposes of this Lease, the term "Adjacent
Space Work Plans" shall mean the working drawings and specifications  (including
any

                                      D-3
<PAGE>

modifications  thereto)  approved by LESSOR and LESSEE;  provided,  however,  if
LESSEE has disapproved any work shown on the working drawings and specifications
and LESSOR and LESSEE are unable to resolve the dispute, then the term "Adjacent
Space  Work  Plans"  shall  mean the  work  shown on the  working  drawings  and
specifications which has been approved by LESSOR and LESSEE and, with respect to
the items of work disapproved by LESSEE,  the work  contemplated by the Adjacent
Space Work Preliminary Drawings.

               (c) LESSOR,  as promptly as is  practicable  after  receiving the
necessary  governmental approvals required for the commencement of construction,
shall, through a contractor or contractors to be engaged by it for such purpose,
proceed with due dispatch,  subject to any Excusable  Delay,  to do all the work
shown on the  Adjacent  Space Work Plans  (such  work  being  herein  called the
"Adjacent Space Work").

               (d) If,  after the  approval  of the  Adjacent  Space Work Plans,
LESSEE desires to amend,  change or modify the Adjacent  Space Work Plans,  then
LESSEE  shall  submit to LESSOR for its approval  (which  approval  shall not be
unreasonably  withheld)  a  reasonably  detailed  description  of  the  proposed
amendment,  change or  modification  (hereinafter  referred  to as a  "Change").
Within five (5) business days after  receipt of the Change,  LESSOR shall notify
LESSEE  whether the Change has been approved or  disapproved.  If such Change is
approved, then such Change shall be deemed part of the Adjacent Space Work Plans
and the work shown thereon shall be deemed part of the Adjacent Space Work (said
approval  notice being  hereinafter  referred to as a "Change  Order");  if such
change is  disapproved,  LESSOR'S  notice  shall set forth the  reasons for such
disapproval.

               (e) LESSEE shall reimburse  LESSOR,  as Additional  Rent, for all
architectural  and  engineering  fees and  disbursements  incurred  by LESSOR in
connection with any Change within fifteen (15) days after LESSEE'S  receipt of a
statement itemizing such costs and expenses.

               (f) After approval or deemed  approval of the Adjacent Space Work
Plans,  LESSOR  may,  but shall not be  obligated  to,  provided  LESSEE with an
estimate  of the Cost of the  Adjacent  Space  Work (the  "Adjacent  Space  Work
Statement").  If the Cost of the Adjacent  Space Work exceeds the Adjacent Space
Work  Allowance  (as  defined  in  subsection  (g)) (the  "Adjacent  Space  Work
Excess"),  LESSEE shall pay to LESSOR fifty percent (50%) of the Adjacent  Space
Work  Excess  within ten (10) days  after  receipt  of the  Adjacent  Space Work
Statement.  Notwithstanding  anything to the


                                      D-4
<PAGE>

contrary  contained  herein,  LESSOR  shall have no  obligation  to commence the
Adjacent  Space Work until LESSEE has paid to LESSOR fifty  percent (50%) of the
Adjacent Space Work Excess.

               (g) LESSOR shall pay the cost of all  Adjacent  Space Work to the
extent such Adjacent  Space Work does not exceed  $4,048.00,  plus the amount of
any Excess Work Allowance, if any (the "Adjacent Space Work Allowance").

               (h) Upon  substantial  completion  of the  Adjacent  Space  Work,
LESSOR  shall submit to LESSEE a statement  setting  forth the total Cost of the
Adjacent Space Work. In the event that the total Cost of the Adjacent Space Work
exceeds the Adjacent Space Work  Allowance,  then LESSEE shall pay to LESSOR the
amount of such excess (after deducting  therefrom any amounts previously paid by
LESSEE on account of such excess) within ten (10) days after LESSEE'S receipt of
said  statement.  In the event the total Cost of the Adjacent Space Work is less
than the Adjacent Space Work Allowance, then LESSEE agrees that LESSEE shall not
be  entitled  to  such   difference  nor  to  any  credit  against  the  monthly
installments of Basic Rent equal to such difference.

               4. For the purposes of this Schedule D, the word "Cost",  as used
in connection with the Finish Work, the Adjacent Space Work or any Change, shall
mean the cost of having such work done by a contractor or contractors  under the
supervision of LESSOR,  including the cost of materials and labor, overhead (the
cost of  materials  and labor plus ten  percent(10%))  and  profit  (the cost of
materials and labor plus overhead plus ten percent (10%)), permit and inspection
fees,  and  reasonable  fees of any  architects,  engineers and attorneys  whose
services may be required by LESSOR.


                                      D-5
<PAGE>

                                  SCHEDULE E

                             PRELIMINARY DRAWINGS


<PAGE>


                                 SCHEDULE E-1

                   ADJACENT SPACE WORK PRELIMINARY DRAWINGS



<PAGE>


                                  SCHEDULE F

                            RULES AND REGULATIONS

1.   Obstruction of Passageways:  The sidewalks,  entrances,  passages,  courts,
     --------------------------
     elevators,  vestibules,  stairways,  corridors  and  public  parts  of  the
     Building  shall not be  obstructed  or  encumbered  by  LESSEE or  LESSEE'S
     Visitors, or used by LESSEE or LESSEE'S Visitors for any purpose other than
     ingress and egress to and from the Demised Premises.

2.   Windows: Windows in the Demised Premises shall not be covered or obstructed
     -------
     by LESSEE.  No bottles,  parcels,  or other articles shall be placed on the
     windowsills,  in the halls, or in any other part of the Building other than
     the Demised Premises. No carpet, rug or other article shall be hung, shaken
     or thrown out of the doors or windows of the  Demised  Premises  and LESSEE
     shall not sweep or throw or permit to be swept or thrown  from the  Demised
     Premises any dirt or other  substances  into any of the corridors or halls,
     elevators, or out of the doors or windows or stairways of the Building.

3.   Projections from the Building: No awnings, air conditioning units, or other
     -----------------------------
     fixtures  shall be attached to the outside walls or the  windowsills of the
     Building or otherwise  affixed so as to project from the Building,  without
     the prior written consent of LESSOR.

4.   Signs:  No sign,  notice  or  lettering  shall  be  affixed,  inscribed  or
     -----
     exhibited  by LESSEE to any part of the outside of the Demised  Premises or
     the Building, or any part of the inside of the Demised Premises so as to be
     visible from the outside of the Building, without the prior written consent
     of LESSOR.  However,  LESSEE  shall have the right to place its name on any
     door leading into the Demised  Premises,  the size, color and style thereof
     to be subject to the LESSOR'S  approval.  In the event of the  violation of
     the foregoing by LESSEE,  LESSOR may remove and dispose of same without any
     liability, and may charge the expense incurred by such removal to LESSEE.

5.   Floor Coverings: LESSEE shall not lay any hard surface flooring so that the
     ---------------
     same shall come in direct  contact with the floor of the Demised  Premises.
     If  linoleum or other  similar  floor  covering  is desired to be used,  an


                                      F-1
<PAGE>

     interlining  of builder's  deadening felt first shall be fixed to the floor
     by a water soluble paste; use of cement or other similar adhesive  material
     being expressly  prohibited.  LESSEE shall reimburse LESSOR for the cost of
     any  sound  insulation  required  in the  Demised  Premises  below the hard
     surface flooring area.

6.   Interference with Occupants of the Building:  LESSEE shall not use, keep or
     -------------------------------------------
     permit to be used or kept,  any foul or  noxious  gas or  substance  in the
     Demised  Premises.  LESSEE shall not suffer the Demised Premises to be used
     in an manner offensive or objectionable to LESSOR or other occupants of the
     Building by reason of unseemly or disturbing  noise, odor and/or vibrations
     and shall not  interfere  in any way with  other  tenants  or those  having
     business  with  them.  LESSEE  will keep all  mechanical  apparatus  in the
     Demised  Premises  free of  vibration  and noise  which may be  transmitted
     beyond the limits of the Demised Premises.

7.   Smoking:  Smoking or carrying  lighted  cigars,  pipes or cigarettes in the
     -------
     Building is prohibited.

8.   Locks,  Keys:  LESSEE  shall  give to LESSOR a  duplicate  or master key or
     ------------
     access  card or code for  each  and  every  door in the  Demised  Premises.
     LESSEE,  shall, on the termination of LESSEE'S  tenancy,  deliver to LESSOR
     all keys to any space within the Building, either furnished to or otherwise
     procured  by  LESSEE,  and in the event of the loss of any keys  furnished,
     LESSEE shall pay to LESSOR the cost  thereof.  LESSEE,  before  closing and
     leaving the Demised  Premises  each day,  shall ensure that all windows are
     closed  and  entrance  doors  locked.  LESSEE,  at its  expense,  shall  be
     responsible  for repair to all doors and locks  which are in  violation  of
     this Rule and shall pay any alarm fees  resulting  from  LESSOR'S  entrance
     into the Demised Premises as permitted under the Lease.

9.   Contractors/Janitors:  LESSEE shall not enter into any contract  whatsoever
     --------------------
     with any supplier of towels,  water, toilet articles,  or with any provider
     of waxing,  rug shampooing,  venetian blind washing,  furniture  polishing,
     lamp servicing,  cleaning of electrical fixtures,  or for removal of water,
     paper,  rubbish or garbage, or other like service without the prior written
     consent of LESSOR. No vending machine of any kind shall be installed in the
     Demised Premises without the prior written consent of LESSOR.  LESSEE shall
     not  employ any person or persons  other  than  LESSOR'S  janitors  for the
     purpose of cleaning the Demised Premises,  without prior written consent of


                                      F-2
<PAGE>

     LESSOR.  LESSOR shall not be responsible to LESSEE for any loss of property
     from the Premises, however occurring, or for any damage done to the effects
     of LESSEE by such janitors or any of its employees,  or by any other person
     or any other cause.

10.  Mechanical, Plumbing, Electric, Life Safety or Telephone Work: LESSEE shall
     -------------------------------------------------------------
     at no  time  perform  any  alternation,  additions  or  repairs  to the air
     conditioning,   heating,   ventilating,   plumbing,  fire  protection,   or
     electrical  systems  servicing  the Premises,  without  obtaining the prior
     written consent of LESSOR. LESSOR reserves the right through the use of its
     own contractors,  to perform all work on these systems.  All telephone work
     shall be performed by LESSEE in accordance with the provisions of the Lease
     and all Legal  Requirements  and shall be  installed so as not to interfere
     with the operation of any fire dampers,  or fire  separation  systems.  All
     penetrations  shall  be  sealed  to  maintain  the  integrity  of the  fire
     separation  walls.  LESSEE shall reimburse  LESSOR for all restoration work
     required that is not performed by LESSEE as outlined above. The location of
     all plumbing;  electrical;  heating, ventilation and air conditioning;  and
     telephone work which is to be installed in the Premises shall be subject to
     LESSOR'S  approval which shall include a review of the number of appliances
     and their locations.  Plumbing facilities shall not be used for any purpose
     other than those for which they were constructed and no sweepings, rubbish,
     rags,  sanitary  napkins,  acids or  other  substances  shall be  deposited
     therein,  and the expense of any breakage,  stoppage,  or damage  resulting
     from the  violation  of this Rule  shall be born by LESSEE.  When  electric
     wiring of any kind is  introduced,  it must be  connected  as  directed  by
     LESSOR and no  stringing  or cutting  of wires will be  allowed,  except by
     prior written  consent of LESSOR and shall be done by contractors  approved
     by LESSOR.

11.  Movement of Furniture,  Freight or Bulky Matter:  LESSEE shall not move any
     -----------------------------------------------
     safe,  heavy  machinery,  heavy  equipment  or fixtures  into or out of the
     Building  without  LESSOR'S prior consent.  If such matter requires special
     handling,  all work in  connection  therewith  shall  comply with all Legal
     Requirements  and shall be done during such hours as LESSOR may  designate.
     Freight,  furniture and bulky matter


                                      F-3
<PAGE>

     shall be  delivered to and removed  from the Demised  Premises  only on the
     freight elevators, if provided, and through service entrances and corridors
     during  hours  designated  by  LESSOR.  No hand  trucks  may be used in the
     movement of heavy equipment  except those with rubber tires and sideguards.
     LESSEE shall provide  protection of all floor surfaces  during the movement
     of furniture or heavy  equipment as may be  reasonably  required by LESSOR.
     LESSEE shall be responsible  for the cost of removal of all boxes,  garbage
     and  debris  caused  by the  movement  of any heavy or bulky  equipment  or
     fixtures.  LESSOR  reserves the right to prescribe  the maximum  weight and
     position  of all  safes  and  other  heavy  equipment  so as to  distribute
     properly the weight thereof and prevent any unsafe  condition from arising.
     The cost of any additional reinforcing required shall be the responsibility
     of LESSEE.  LESSOR  reserves the right to inspect all freight to be brought
     into the  Building  and to exclude  from the  Building  all  freight  which
     violates any of these Rules and Regulations or the Lease.

12.  Advertising:  LESSOR  shall have the right to prohibit any  advertising  by
     -----------
     LESSEE which in LESSOR'S  opinion,  tends to impair the  reputation  of the
     Building or its  desirability  as a Building  for offices and upon  written
     notice  from  LESSOR,   LESSEE  shall  refrain  from  or  discontinue  such
     advertising.

13.  Parking Areas: LESSEE and its employees shall park their cars only in those
     -------------
     portions of the parking  area not  designated  for use by other  tenants or
     visitors.  No part of the  driveways  or  parking  areas  shall be used for
     washing,  maintaining,  repairing or installing parts in any vehicle except
     to the extent that repairs are  reasonably  necessary to fix a flat tire or
     start an engine  enabling  the vehicle to be driven from the  Premises.  No
     vehicle  shall be towed from the  Premises by LESSEE  except  after  LESSEE
     informs LESSOR of such removal. Overnight parking of vehicles is prohibited
     without the prior  written  consent of LESSOR.  Any  vehicle  parked at the
     Premises  for seven  continuous  days may be removed by LESSOR at  LESSEE'S
     expense if such vehicle is owned or used by LESSEE or LESSEE'S Visitors and
     is not removed  within five  business days after notice to LESSEE to do so.
     LESSEE shall take reasonable action to ensure that LESSEE'S Visitors do not
     utilize any parking spaces  designated  for the use of others,  nor park in
     any driveways, fire lanes or other areas not striped for vehicular parking.


                                      F-4
<PAGE>

14.  HVAC: If the Building  contains  central air  conditioning and ventilation,
     ----
     LESSEE  agrees to keep all windows and  exterior  doors closed at all times
     and to abide by all Rules and Regulations  issued by LESSOR with respect to
     such services.

15.  Non-Observance or Violation of Rules by Other Tenants:  LESSOR shall not be
     -----------------------------------------------------
     liable to  LESSEE  for any  violation  or  non-observance  of the Rules and
     Regulations by any other tenant, its servants, employees, agents, visitors,
     invitees,  sublessees or licensees,  nor is LESSOR obligated to enforce the
     Rules and Regulations or the terms,  covenants,  or conditions in any other
     lease against any other tenant.

16.  After Hours Use:  LESSOR  reserves  the right to exclude  from the Premises
     ---------------
     between  the  hours of 6:00  p.m.  and 8:00 a.m.  from  Monday  to  Friday,
     inclusive,  and between the hours of 1:00 p.m. on Saturday and 8:00 a.m. on
     the  following  Monday,  as well  as  Building  Holidays  any  visitor  not
     authorized by LESSEE to have access.

17.  Rubbish:  To the  extent  required  by  Legal  Requirements,  LESSEE  shall
     -------
     separate its rubbish into separate categories.  Any excess trash or garbage
     which LESSEE  generates  beyond that  generated by a normal office user and
     all garbage from LESSEE'S food service operation,  if any, shall be removed
     by LESSOR upon  notice from  LESSEE,  at  LESSEE'S  sole cost and  expense.
     LESSEE  shall  not  dispose  of  any   hazardous   substance  or  waste  in
     wastebaskets, boxes, or in LESSOR'S dumpster or trash compactor.

18.  Prohibited  on  Premises:  LESSEE  shall not  conduct,  or permit any other
     ------------------------
     person to conduct,  any auction upon the Demised  Premises;  manufacture or
     store goods,  wares or merchandise upon the Demised  Premises,  without the
     prior written consent of LESSOR, except the storage of usual general office
     type supplies to be used by LESSEE in conducting of its business; or permit
     the Demised  Premises to be used for gambling.  LESSEE shall not permit any
     portion of the Demised Premises to be used for the storage,  manufacture or
     sale of  intoxicating  beverages,  narcotics,  tobacco in any form, or as a
     barber or manicure shop. Canvassing,  soliciting,  pamphleting and peddling
     in the Building and about the sidewalks,  driveways,  and parking areas are
     expressly prohibited and LESSEE shall cooperate


                                      F-5
<PAGE>

     to prevent the same.  LESSEE  shall  report all  peddlers,  solicitors  and
     beggars to LESSOR. No vehicles or animals of any kind shall be brought into
     or kept in or about the  Premises,  except as used in  accordance  with the
     Americans with Disabilities Act.

19.  LESSOR  hereby  reserves to itself any and all rights not granted to LESSEE
     under the Lease, including,  but not limited to, the following rights which
     are reserved to LESSOR for the purpose of operating the Building:

               a)   The exclusive  right to use the name of the Building for all
                    purposes,  except  that  LESSEE  may  use  the  name  as its
                    business address and for no other purpose;
               b)   The right to change  the name or  address  of the  Building,
                    without  incurring  any liability to LESSEE for doing so;
               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 any  directory  of the
                    Building and any floor directory  allotted to LESSEE;
               f)   The  right to grant  to  anyone  the  right to  conduct  any
                    particular business or undertaking in the Building.

20.  In the event of any inconsistency  between the terms of this Schedule F and
     the text of the Lease, the terms of the text of the Lease shall control.



                                      F-6