<PAGE>   1

                                                                   EXHIBIT 10.13



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                     CROSSROADS DEVELOPERS ASSOCIATES, LLC,
             
                                                        LANDLORD


                                       TO


                                 NOVADIGM, INC.



                                                        TENANT



                                    L E A S E





                       PORTIONS OF THE MEZZANINE (2ND) AND
                                   3RD FLOORS

                           ONE INTERNATIONAL BOULEVARD

                               MAHWAH, NEW JERSEY

                                AS OF 3/14, 1997



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<PAGE>   2
                                      INDEX

<TABLE>
<CAPTION>


ARTICLE   CAPTION                                                      PAGE
<S>       <C>                                                          <C>
        
1.        Demise, premises, Term, Rents................................  1

2.        Use..........................................................  3

3.        Preparation of the Demised Premises..........................  4

4.        Adjustments of Rents.........................................  7

5.        Subordination, Notice to Lessors and 
          Mortgagees................................................... 13

6.        Quiet Enjoyment.............................................. 15

7.        Assignment and Subletting.................................... 15

8.        Compliance with Laws and Requirements
          of Public Authorities........................................ 16

9.        Insurance.................................................... 23

10.       Rules and Regulations........................................ 25

11.       Tenant's Changes............................................. 26

12.       Tenant's Property............................................ 28

13.       Repairs and Maintenance...................................... 29

14.       Electricity.................................................. 30

15.       Security Deposit............................................. 31

16.       Landlord's Other Services.................................... 32

17.       Access, Changes in Building Facilities,
          Name......................................................... 34

18.       Notices of Accidents......................................... 36

19.       Non-Liability and Indemnification............................ 36

20.       Destruction or Damage........................................ 37

21.       Eminent Domain............................................... 39

22.       Extension of Term............................................ 40

23.       Intentionally Omitted........................................ 43

24.       Surrender.................................................... 44

25.       Conditions of Limitation..................................... 46

26.       Re-Entry by Landlord......................................... 46

27.       Damages...................................................... 46
</TABLE>






                                       i



<PAGE>   3
         LEASE, dated as of March 14, 1997, between CROSSROADS DEVELOPERS
ASSOCIATES, LLC, having an office at 820 Morris Turnpike, Short Hills, New
Jersey 07078, (hereinafter called "Landlord") and NOVADIGM, INC., a Delaware
corporation having an office at One International Boulevard, Mahwah, New Jersey
07078 (hereinafter called "Tenant").

                              W I T N E S S E T H:

         Pursuant to an Agreement of Lease dated November 2, 1993, International
         Crossroads Holding Corp., Landlord's predecessor in interest, leased to
         Tenant, and Tenant hired, portions of the mezzanine (2nd) and 3rd
         floors of the Building (as hereinafter defined), which Lease was
         amended by a First Amendment to Lease dated as of April 8, 1995 and a
         Second Amendment to Lease dated as of October 31, 1995 (such lease, as
         amended, is hereinafter called the "Original Lease"). Landlord and
         Tenant desire to terminate the Original Lease and enter into this Lease
         for portions of the mezzanine (2nd) and third (3rd) floors upon, and
         subject to, the terms covenants and conditions herein contained.

         NOW, THEREFORE, in consideration of Ten ($10.00) Dollars in hand paid
for other good and valuable consideration, the mutual receipt and legal
sufficiency of which is hereby acknowledged, the parties agree as follows:

                                    ARTICLE I

                          DEMISE, PREMISES, TERM, RENTS

         1.01 Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the premises hereinafter described, in the building known as and
located at One International Boulevard, Mahwah, New Jersey (the "Building"),
comprising a portion of the Office Unit of the Crossroads Condominium (the
"Condominium") more particularly described in Exhibit A annexed hereto and made
a part hereof pursuant to that certain Master Deed dated as of December 28,
1994, as amended (the "Master Deed") for the Crossroads Condominium for the term
hereinafter stated, for the rents hereinafter reserved and upon and subject to
the conditions (including limitations, restrictions and reservations) and
covenants hereinafter provided. For all purposes of this Lease, the term
"Building" shall be deemed to mean the Office Unit under the Master Deed. Each
party hereby expressly covenants and agrees to observe and perform all of the
conditions and covenants herein contained on its part to be observed and
performed.

         1.02 The premises hereby leased to Tenant are portions of the mezzanine
(2nd) and third (3rd) floors of the Building, as shown on the floor plan annexed
hereto as Exhibit B and made a part hereof. Said premises together with all
fixtures and equipment which at the commencement, or during the term, of this



                                       1

<PAGE>   4



                                     INDEX

<TABLE>
<CAPTION>
ARTICLE     CAPTION                                                               PAGE
<S>         <C>                                                                   <C>

  28.       Waivers..............................................................  48

  29.       No Other Waivers or Modifications....................................  49

  30.       Curing Tenant's Defaults,
            Additional Rent......................................................  50

  31.       Broker...............................................................  50

  32.       Notices..............................................................  50

  33.       Estoppel Certificate, Memorandum.....................................  51

  34.       Arbitration..........................................................  51

  35.       No Other Representations, Construction,
            Governing Laws, Consents.............................................  52

  36.       Parties Bound........................................................  53

  37.       Certain Definitions and Construction.................................  53

  38.       Refusal Right........................................................  54

            Testimonium and Signatures...........................................  56
</TABLE>




                                    EXHIBITS



                  Exhibit A - Description of Land

                  Exhibit B - Floor Plan

                  Exhibit C - Rules and Regulations

                  Exhibit D - Definitions

                  Exhibit E - Cleaning Specifications

                  Exhibit F - New Premises Work

                  Exhibit G - Existing Premises Work










                                       ii




<PAGE>   5



lease are thereto attached (except items not deemed to be included therein and
removable by Tenant as provided in Article 12 and Section 3.05) constitute and
are hereinafter called the "Demised Premises." The parties hereby stipulate that
the Demised Premises shall, upon delivery of all portions of the Demised
Premises as herein provided, be deemed to consist of 26,911 square feet
(subject, however, to Section 3.02 below).

         1.03 The term of this lease (herein called the "Initial Term"), for
which the Demised Premises are hereby leased, shall commence on the date hereof
(herein called the "Term Commencement Date" or the "Commencement Date") and
shall end at noon of the last day of the calendar month in which occurs the day
preceding the fourth (4th) anniversary of the Final Delivery Date (as defined
below), or on such earlier date upon which said term may expire or be canceled
or terminated pursuant to any of the conditions or covenants of this lease or
pursuant to law (such ending date is hereinafter called the "Initial Term
Expiration Date"). For purposes of this lease, the "Final Delivery Date" shall
mean the earlier date to occur of (i) the date the last of the Additional Space
(as defined below) is "ready for occupancy" (as such term is defined in Article
3), or (ii) the day Tenant, or anyone claiming under or through Tenant, first
occupies the entire Demised Premises for the conduct of its business, or (iii)
July 1, 1997. Promptly following the Final Delivery Date, upon the request by
Landlord, the parties hereto (hereinafter sometimes referred to as the
"parties") shall enter into a supplementary agreement in recordable form fixing
the Initial Term Expiration Date and if they cannot agree thereon within fifteen
(15) days after Landlord's request therefor, such dates shall be determined by
arbitration in the manner provided in Article 34.

         1.04 The "rent" reserved under this lease, for the term thereof, shall
be and consist of: 

         (a) fixed rent in the initial amount of $318,240 per year ($26,520 per
month), plus an amount equal to the following, in all cases in the aggregate:

         (i) from and after the date the Bank Space (as defined below) is ready
for occupancy, an additional $61,974.00 per year ($5,164.50 per month);

         (ii) from and after the date the Mezzanine Temporary Space (as defined
below) is ready for occupancy, an additional $18,000.00 per year ($1,500.00 per
month);

         (iii) from and after the date the Old Century 21 Space (as defined
below) is ready for occupancy, an additional $28,800.00 00 per year ($2,400,00
per month);

         (iv) from and after the date the Panel Space (as defined below) is
ready for occupancy, an additional $32,166.00 per year ($2,680.50 per month);
and

         (v) from and after the date the Third Floor Temporary Space (as defined
below) is ready for occupancy, an additional $25,218.00 per year ($2,101.50 per
month),





                                       2

<PAGE>   6

such that when the entire Additional Premises (as defined below) has been made
ready for occupancy, the fixed rent payable with respect to the entire Demised
Premises shall be $484,398.00 per year ($40,366.50 per month), and

         (b) "additional rent" consisting of all such other sums of money as
shall become due sums of money as shall become due from and payable by Tenant
to Landlord hereunder (for default in payment of which Landlord shall have the
same remedies as for a default in payment of fixed rent), and shall be payable
on demand, unless other payment dates are hereinafter provided.

         1.05 Tenant agrees to pay the fixed rent and additional rent in lawful
money of the United States of America. The fixed rent shall be paid in equal
monthly installments in advance on the first day of each calendar month during
the term of this lease, at the office of Landlord set forth above, or such other
place in the United States of America as Landlord may designate, without any
setoff or deduction whatsoever, except such deduction as may be occasioned by
the occurrence of any event permitting or requiring a deduction from or
abatement of rents as specifically set forth in Articles 20 and 21 hereof.
Should the obligation to pay fixed rent commence on any day other than on the
first day of a month, then the rent for such month shall be prorated on a per
diem basis.

         1.06 Tenant shall pay the fixed rent and additional rent as above and
as hereinafter provided, respectively, by good and sufficient check (subject to
collection).

         1.07 Effective as of the date hereof, the Original Lease shall be
deemed terminated and of no further force or effect, and neither party shall
have any further obligations or liabilities to each other under or by virtue of
the Original Lease, and the parties shall be fully and unconditionally released
and discharged from their respective obligations arising from or connected with
the Original Lease, other than those obligations and liabilities which, pursuant
to the terms of the Original Lease, survive such termination. Notwithstanding
the foregoing, however, Tenant shall remain obligated and liable to pay Landlord
all items of fixed rent and additional rent accruing prior to the termination of
the Original Lease, which obligation shall survive the termination of the
Original Lease. Tenant shall observe and fully perform all the terms, covenants
and conditions of the Original Lease on the Tenant's part to be observed and
performed up to the termination date of the Original Lease, and pay all items of
fixed rent and additional rent accruing thereunder in a timely manner. If Tenant
shall default in its obligations under the Original Lease, which shall continue
after the expiration of the applicable cure period after the giving of notice,
if any, required thereunder, then in addition to all of the rights and remedies
to which Landlord is entitled under the Original Lease as a result of Tenant's
default, such default shall be deemed to be a default by Tenant under this
lease.

         1.08 Tenant shall pay Landlord, as additional rent hereunder, the
amount of $3,000.00 within five (5) days following the Final Delivery Date.







                                       3
<PAGE>   7

                                    ARTICLE 2

                                       USE

         2.01 Tenant shall use and occupy the Demised Premises for executive and
general offices for the transaction of Tenant's business and for the training of
employees and personnel, and for no other purpose.

         2.02 If any governmental license or permit shall be required for the
proper and lawful conduct of Tenant's business in the Demised Premises, or any
part thereof, and if failure to secure such license or permit would in any way
affect Landlord, the Land or the Building or the conduct of business thereon or
therein, then Tenant, at its sole cost and expense, shall duly procure and
thereafter maintain such license or permit and submit the same for inspection by
Landlord. Tenant shall at all times comply with the terms and conditions of each
such license or permit.

         2.03 Tenant shall not at any time use or occupy, or suffer or permit
anyone to use or occupy, the Demised Premises, or any portion thereof, or do or
permit anything to be done in the Demised Premises, in violation of the
Certificate of Occupancy for the Demised Premises or for the Building.

         2.04 Tenant shall not at any time use or occupy, or suffer or permit
anyone to use or occupy, the Demised Premises, or any portion thereof, as a
commercial bank, trust company, savings bank, or savings and loan institution.

                                    ARTICLE 3

                       PREPARATION OF THE DEMISED PREMISES

         3.01 Landlord, at its sole cost and expense, except as otherwise
provided herein, shall do that portion of the construction and other items of
work in the portion of the Demised Premises (the "Additional Premises")set forth
in the drawings and specifications designated as "Tenant's Layout", which
Tenant's Layout is annexed hereto as Exhibit F and made a part hereof ("New
Premises Work"). Landlord will perform such items of New Premises Work and
furnish materials to carry out the improvements provided for in Tenant's Layout
as herein provided. In the event that, pursuant to Tenant's request, any
change(s) are requested to the drawings and specifications designated as
Tenant's Layout and such change(s) would increase the net cost of and/or time to
complete the New Premises Work specified therein, the cost will be determined by
Landlord or its contractor and presented in writing to Tenant for Tenant's
reasonable approval prior to the commencement of any such change(s). If Tenant
approves the additional cost (which such approval shall be deemed given if no
approval or disapproval is received by Landlord within five (5) days after
delivery to Tenant of Landlord's written determination of the cost of the
applicable change), Landlord will perform the changes and Tenant shall pay the
additional cost, if any, to Landlord upon receipt of an invoice therefor, as
additional rent hereunder. If Tenant disapproves the additional cost, Landlord
shall continue the New Premises





                                       4
<PAGE>   8

Work in accordance with the then existing plans and specifications. Landlord
shall not be required to provide any services or do any act or thing or make any
payment with respect to the Demised Premises or the appurtenances thereto,
except as may be specifically provided herein. Landlord shall cause the New
Premises Work to be performed in accordance with the plans and specifications
therefor, in a good and workmanlike manner, in compliance with all applicable
laws and using new materials of good quality subject, however, to the terms and
conditions of this lease. The Additional Premises shall consist of the
following:  


         (a) that portion of the Demised Premises located on the mezzanine floor
of the Building consisting of approximately 3,443 square feet (the "Bank
Space");

         (b) that portion of the Demised Premises located on the mezzanine floor
of the Building consisting of approximately 1,000 square feet (the "Mezzanine
Temporary Space");

         (c) that portion of the Demised Premises located on the mezzanine floor
of the Building consisting of approximately 1,600 square feet (the "Old Century
21 Space");

         (d) that portion of the Demised Premises located on the third floor of
the Building consisting of approximately 1,787 square feet (the "Panel Space");
and

         (e) that portion of the Demised Premises located on the third floor of
the Building consisting of approximately 1,401 square feet (the "Third Floor
Temporary Space").

         The Bank Space, the Mezzanine Temporary Space, the Old Century 21
Space, the Panel Space and the Third Floor Temporary Space are each also
referred to herein from time to time individually as an "Additional Space".

         In the event that Landlord is unable to terminate its existing lease
with Century 21, Landlord will endeavor to provide Tenant with substitute space
of approximately 1,600 square feet on the mezzanine or third floor of the
Building.

         3.02 Each Additional Space comprising the Additional Premises shall be
deemed "ready for occupancy" on the date upon which the New Premises Work with
respect to each such Additional Space has been substantially completed in
accordance with Exhibit F and they shall be so deemed notwithstanding the fact
that minor or insubstantial details of construction, mechanical adjustment, or
decoration remain to be performed, the noncompletion of which does not
materially interfere with Tenant's use of such Additional Space, and Landlord
shall have obtained a certificate of occupancy or other reasonable evidence that
the New Premises Work has been substantially completed in accordance with law
and such Additional Space can be legally occupied for the uses permitted
hereunder. Landlord shall give Tenant five (5) days prior verbal notice
estimating the date when Landlord reasonably believes each Additional space
shall be ready for occupancy, but Landlord shall have no liability to Tenant in
the event an Additional Space shall not be ready for occupancy on the date so






                                       5
<PAGE>   9
stated by Landlord.  As of the date hereof, Landlord reasonably believes that
(i) the Bank Space shall be ready for occupancy on April 1, 1997, (ii) each of
the Mezzanine Temporary Space, the Century 21 Space and the Third Floor
Temporary Space shall be ready for occupancy on April 15, 1997, and (iii) the
Panel Space shall be ready for occupancy on May 1, 1997, but, again,
Landlord shall have no liability to Tenant in the event an Additional Space is
not ready for occupancy on or before such date, provided, however, that:

         (a) if any Additional Space shall not be ready for occupancy on or
before the date that is sixty (60) days following the date such space is
anticipated to be ready for occupancy as provided above in this Article 3.02,
then provided Tenant shall not otherwise be in default of any of its obligations
under this lease which has continued beyond the expiration of any applicable
cure period after the giving of notice, if any, required hereunder, the portion
of the fixed rent payable under this lease that is allocated to such Additional
Space in Section 1.04 above shall be abated for a period equal to one day for
each day that occurs after the date such space is anticipated to be ready for
occupancy as provided above in this Article 3.02 until the day that said
Additional Space shall be ready for occupancy, provided however that said sixty
(60) day period referred to in the first sentence of this clause (a) shall be
extended for a period equal to one day for each day that Tenant has interfered
with or delayed the performance or completion of Landlord's Work with respect to
such Additional Space; and

         (b) if any portion of the Additional Premises shall not be ready for
occupancy on or before July 1, 1997, then so long as Tenant has not interfered
with or delayed the performance or completion of the New Premises Work with
respect to any Additional Space and provided that Tenant shall not otherwise be
in default of any of its obligations under this lease which has continued beyond
the expiration of any applicable cure period after the giving of notice, if any,
required hereunder, then, notwithstanding anything contained in this Lease,
Tenant shall have the right to reject any of the Additional Space not made ready
for occupancy on or before such date, and the Demised Premises shall be deemed
to exclude any Additional Space not theretofore made ready for occupancy.

         Landlord shall use reasonable speed and diligence in preparing the
Additional Premises for Tenant's occupancy and shall keep Tenant reasonably
informed as to the status of the New Premises Work. Landlord shall give Tenant
prompt notice if it learns that an Additional Space will not be ready for
occupancy on the date such space is anticipated to be ready for occupancy as
provided above in this Article 3.02, and (subject to the provisions of the
preceding sentence) will endeavor to give Tenant reasonable advanced notice of
the date that it reasonably believes said Additional Space will be ready for
occupancy. If the making of any Additional Space ready for occupancy shall be
delayed due to any act or omission of Tenant or of any of its employees,
agents, or contractors not contemplated by the terms of this Lease, then said
Additional Space shall be deemed ready for occupancy on the date upon which they
would have been ready but for such delay. If and when Tenant shall take actual





                                       6


<PAGE>   10



possession of any Additional Space, it shall be conclusively presumed that the
same were in satisfactory condition (except for latent defects) as of the date
of such taking of possession subject to Tenant's rights set forth in the
immediately succeeding sentence. If Tenant submits to Landlord, within thirty
(30) days of the date Tenant takes occupancy of any Additional Space, a written
list of items which Landlord is obligated to correct pursuant to the final
drawings and specifications, Landlord shall promptly commence to correct such
items and use reasonable efforts to complete such work within thirty (30) days
of receipt of such notice.

         3.03 Tenant acknowledges that it is presently in occupancy of certain
portions of the Demised Premises located on the mezzanine (2nd) and third (3rd)
floors of the Building, and (i) Tenant shall vacate the Mezzanine Temporary
Space and the Third Floor Temporary Space on the date upon which the Bank Space
is ready for occupancy, provided that Tenant shall have had no less than five
(5) days prior notice of such date, at which time Landlord shall commence
performance of such items of the New Premises Work with respect to the Mezzanine
Temporary Space and the Third Floor Temporary Space as are designated on Exhibit
F, (ii) Tenant shall vacate the Panel Space on the date upon which the Century
21 Space is ready for occupancy, provided that Tenant shall have had no less
than five (5) days prior notice of such date, at which time Landlord shall
commence performance of such items of the New Premises Work with respect to the
Panel Space as are designated on Exhibit F, and (iii) Landlord shall, following
the Commencement Date hereunder, perform and cause to be completed at Landlord's
cost and expense, the items of work described on Exhibit G annexed hereto and
made a part hereof (the "Existing Premises Work", which together with the "New
Premises Work" shall hereinafter be referred to as "Landlord's Work"). Tenant
understands and agrees that, except for the applicable portions of the
Landlord's Work, Landlord shall not otherwise be required to perform any work,
supply any materials or incur any expense to prepare such portion of the Demised
Premises for Tenant's occupancy. Notwithstanding anything to the contrary herein
contained, Tenant shall bear the cost of moving its personal property, furniture
and fixtures to the extent necessary to permit Landlord to perform and complete
Landlord's Work. Tenant understands and agrees that it is necessary that Tenant
vacate any portion of the Demised Premises that it is required to vacate as
stated in a timely manner so that Landlord may commence Landlord's Work with
respect to such portion of the Demised Premises, and Tenant's failure to do so
shall be deemed to be a delay caused by Tenant for purposes of Section 3.02.

         3.04 All fixtures, equipment, improvements and appurtenances attached
to or built into the Demised Premises shall be and remain a part of the Demised
Premises and shall be deemed the property of Landlord.

         3.05 All movable partitions, other business and trade fixtures,
furnishings, furniture, machinery and equipment, located in the Demised Premises
and acquired by Tenant, without expense to Landlord ("Tenant's Property"), which
can be removed without damage to the Building that cannot be repaired shall
remain the property of Tenant and, except as otherwise prohibited




                                       7


<PAGE>   11

by this lease and so long as Tenant is not in default hereunder, may be removed
by it at any time during the term of this lease; provided that, if any of
Tenant's Property is removed, Tenant shall promptly pay the cost of repairing
any damage to the Demised Premises or to the Building resulting from such
removal. In addition, Tenant shall pay, prior to delinquency, any and all taxes
and assessments levied upon or against Tenant's Property and/or all work,
alterations and improvements made by or performed by Tenant, failing which
Landlord may do so on Tenant's behalf and, thereafter be reimbursed by Tenant
upon demand, as additional rent hereunder.

         3.06 Tenant shall be given access to each Additional Space prior to
substantial completion of Landlord's Work thereon in order to install voice and
data cabling provided, however, that the performance of such installation shall
not, in Landlord's reasonable judgment, interfere with the performance or
completion of Landlord's Work.

                                    ARTICLE 4

                               ADJUSTMENTS OF RENT

         4.01 Tax Escalation. For the purposes of Sections 4.01 - 4.06:

              (a) "Taxes" shall mean the real estate taxes and assessments and
special assessments imposed upon the Building. If at any time during the term of
this lease the methods of taxation prevailing at the commencement of the term
hereof shall be altered so that in lieu of or as an addition to or as a
substitute for the whole or any part of the taxes, assessments, levies,
impositions or charges now levied, assessed or imposed on real estate and the
improvements thereon, there shall be levied, assessed or imposed (i) a tax,
assessment, levy, imposition or charge wholly or partially as capital levy or
otherwise on the rents received therefrom, or (ii) a tax, assessment, levy,
imposition or charge measured by or based in whole or in part upon the Demised
Premises and imposed upon Landlord, or (iii) a license fee measured by the rents
payable by Tenant to Landlord, then all such taxes, assessments, levies,
impositions or charges, or the part thereof so measured or based, shall be
deemed to be included within the term "Taxes" for the purposes hereof provided,
however, Taxes shall not include any tax or assessment imposed upon the net
income of Landlord, or any gift, estate or inheritance tax.

              (b) "Tax Base" shall mean the Taxes assessed against the Building
with respect to the Base Year.

              (c) "Base Year" shall mean the calendar year 1997.

              (d) "Tax Year" shall mean the fiscal year for which Taxes are
levied by the governmental authority.

              (e) "Tenant's Proportionate Share" shall mean, for purposes of
this lease and all calculations in connection with-here, 7.353% percent.






                                       8

<PAGE>   12

              (f) "Tenant's Projected Share of Taxes" shall mean the Tax
Payment, if any, to be made by Tenant for the then current Tax Year divided by
twelve (12) and payable monthly by Tenant to Landlord as additional rent.
Notwithstanding the foregoing, however, if, and for so long as, Landlord shall
pay deposits to any mortgagee or ground lessor on account of Taxes and such
payment by Landlord is, or is to be, in excess of the Tax Payment, if any, made
by Tenant for the prior Tax Year, "Tenant's Projected Share at Taxes" shall be
deemed to mean an amount equal to Tenant's Proportionate Share of each such
deposit and shall be payable on the same periodic basis that Landlord pays such
deposit to the mortgagee or ground lessor at least fifteen (15) days before the
date upon which each such deposit is due from Landlord,

         4.02 If the Taxes for any Tax Year occurring, in whole or in part,
after the Base Year shall be more than the Tax Base, Tenant shall pay, as
additional rent for such Tax Year (or portion thereof), an amount equal to
Tenant's Proportionate Share of the amount by which the Taxes for such Tax Year
are greater than the Tax Base (the amount payable by Tenant is hereinafter
called the "Tax Payment"). The Tax Payment shall be prorated, if necessary, to
correspond with that portion of a Tax Year occurring within the term of this
lease. The Tax Payment shall be payable by Tenant within ten (10) days after
receipt of a demand from Landlord therefor, which demand shall be accompanied by
a copy of the tax bill together with Landlord's computation of the Tax Payment.
It the Taxes for any Tax Year are payable to the taxing authority on an
installment basis, Landlord may, but shall not be obligated to, serve such
demands upon, and the Tax Payment with respect to such Tax Year shall be payable
by, Tenant on a corresponding installment basis. 

         4.03 Notwithstanding the fact that the increase or decrease in
additional rent is measured by an increase or decrease in Taxes, such increase
is additional rent and shall be paid by Tenant as provided herein and such
decrease shall result in a credit to Tenant regardless of the fact that Tenant
may be exempt, in whole or in part, from the payment of any taxes by reason of
Tenant's diplomatic or other tax exempt status or for any other reason
whatsoever provided, however, that no such decrease shall reduce the fixed rent
below the amounts herein set fourth. 

         4.04 Only Landlord shall be eligible to institute tax reduction or
other proceedings to reduce the assessed valuation of the Land and/or Building.
Should Landlord be successful in any such reduction proceedings and obtain a
rebate for periods during which Tenant has paid its share of increases or
received the benefit of any decreases, Landlord shall, after deducting its
reasonable expenses, including without limitation, attorneys' fees and
disbursements in connection therewith, credit Tenant's Proportionate Share of
such rebate against the next Tax Payment(s) due from Tenant, or refund such
amount to Tenant if no further Tax Payments are due from Tenant.

         4.05 Within ninety (90) days after the expiration of any Tax Year
occurring in whole or in part after the Term Commencement



                                       9


<PAGE>   13

date, landlord shall furnish tenant with a statement setting forth Tenant's
Proportionate Share of Taxes. The statement furnished under this Section 4.05
is hereinafter called a "Tax Statement."

         4.06 Commencing with the first Tax Year that Landlord shall be entitled
to receive a Tax Payment, Tenant shall pay to Landlord, as additional rent for
the then Tax Year, Tenant's Projected Share of Taxes. Upon each date that a Tax
Payment or an installment on account thereof shall be due from Tenant pursuant
to the terms of Section 4.02 hereof, Landlord shall apply the aggregate amount
of the installments of Tenant's Projected Share of Taxes then on account with
Landlord against the Tax Payment or installment thereof then due from Tenant. In
the event that such aggregate amount shall be insufficient to discharge such Tax
Payment or installment, Landlord shall so notify Tenant in a demand served upon
Tenant pursuant to the terms of Section 4.02, and the amount of Tenant's payment
obligation with respect to such Tax Payment or installment pursuant to Section
4.02 shall be equal to the amount of the insufficiency. If, however, such
aggregate amount shall be greater than the Tax Payment or installment, Landlord
shall credit Tenant with the amount of such excess against the next payment(s)
of Tenant's Projected Share of Taxes due hereunder, or refund such amount to
Tenant if no further Tax Payments are due from Tenant.

         4.07 Expense Escalation. For the purposes of Sections 4.07 - 4.11:

              (a) "Operating Expenses" shall mean any or all expenses incurred
by Landlord in connection with the operation of the Building, including all
expenses incurred as a result of Landlord's compliance with any of its
obligations hereunder, and such expenses shall include: (i) salaries, wages,
medical, surgical and general welfare benefits, (including group life insurance)
pension payments and other fringe benefits of employees of Landlord engaged in
the operation and maintenance of the Building, but not above building manager
(and if such employees shall service other buildings, only to the extent of that
portion of such salaries and other benefits that shall represent work performed
for the Building); (ii) payroll taxes, worker's compensation, uniforms and dry
cleaning for the employees referred to in subdivision (i); (iii) the cost of all
charges for steam, heat, ventilation, air conditioning and water (including
sewer rental and taxes) furnished to the Building and/or used in the operation
of all of the service facilities of the Building and the cost of all charges for
electricity furnished to the public and service areas of the Building and/or
used in the operation of all of the service facilities of the Building including
any taxes on any of such utilities; (iv) the reasonable cost of all charges for
rent, hazard, casualty, war risk insurance (if obtainable from the United States
government) and liability insurance for the Building carried by Landlord; (v)
the cost of all building and cleaning supplies for the common areas of the
Building and charges for telephone for the Building; (vi) the cost of all
charges for the direct management of the Building (if there is no managing agent
for the Building, a sum in lieu thereof which is not in excess of the then
prevailing rates for



                                       10

<PAGE>   14

managing agents of other first class office buildings in the area in which the
building is located); (vii) the cost of all charges for window cleaning and
service contracts with independent contractors for the common areas of the
Building; (viii) the cost of rentals of capital equipment designed to result in
savings or reductions in Operating Expenses; (ix) the cost of capital
improvements made by Landlord with respect to the maintenance and/or operation
of the Land and/or Building, amortized over the shorter of (A) ten (10) years
and (B) the life of such capital improvements; (x) the cost of compliance by
Landlord with any federal, state, municipal or local ordinances affecting the
Land and/or the Building; (xi) the cost relating to the maintenance and
operation of the elevators in the Building; (xii) the cost relating to
protection and security; (xiii) the reasonable cost relating to lobby
decorations and interior and exterior landscape, maintenance; (xiv) repairs,
replacements and improvements which are appropriate for the continued operation
of the Building as a first class office building in the area in which the
Building is located; (xv) painting of non-tenanted areas; (xvi) professional and
consulting fees (excluding, however, any such fees incurred in connection with
the enforcement of leases in the Building); and (xvii) association fees or
dues. If less than ninety-five (95%) percent of the rentable square footage in
the Building shall have been occupied by tenants at the time the Operating
Expenses for the Operating Expense Base are determined or any adjustment period
thereafter, Operating Expenses shall be "grossed up" to the amount of Operating
Expenses that, using reasonable projections, would normally be expected to be
incurred during the Operating Expense Base year or any adjustment period
thereafter assuming ninety five percent (95%) of the total rentable square
footage in the Building were occupied during the Operating Expense Base year or
any adjustment period thereafter, as determined under generally accepted
accounting principles consistently applied. Only those component expenses that
are affected by variations in occupancy levels shall be so adjusted. Operating
Expenses shall not include (A) costs of painting and decorating for any tenant's
space; (B) administrative wages and salaries, including executive compensation;
(C) renting commissions; (D) franchise taxes or income taxes of Landlord; (E)
real estate taxes on the Building to the extent included in Sections 4.01-
4.06; (F) the costs of providing overtime heat and air-conditioning to tenants
of the Building to the extent that the same are payable by the tenants for whom
such services are provided; (G) the cost of any work or service provided to any
tenant of the Building that is not provided to Tenant; (H) the cost of any work
required as a result of a casualty or condemnation; (I) costs to comply with any
law, rule or regulation applicable to the Building or Land to the extent the
Building is in violation of same as of the Term Commencement Date; (J)
depreciation; (K) interest and amortization payments under any mortgage
affecting the Building, and rent payments under any ground lease affecting the
Building; (L) costs resulting from the materially disproportionate use of any
utility or service supplied by Landlord to any other occupant of the Building;
and (M) the cost of capital improvements except to the extent set forth in
clause (ix) of this Section 4.07(a). 

              (b) "Operational Year" shall mean each calendar year during the
term hereof.




                                       11

<PAGE>   15



              (c) "Operating Expense Base" shall mean the Operating Expenses for
the Base Year.

              (d) "Tenant's Projected Share of Operating Expenses" shall mean
Tenant's Operating Expense Payment, if any, for the then current Operational
Year divided by twelve (12) and payable monthly by Tenant to Landlord as
additional rent.

              (e) "Tenant's Proportionate Share" shall have the meaning ascribed
to it in subsection 4.01(e); provided, however, that Tenant's Proportionate
Share shall be increased proportionately, by deleting from the denominator used
in obtaining Tenant's Proportionate Share the square footage of any tenant in
the Building, to the extent such tenant in the Building is not Receiving any
variable cost services (such as, by way of example but not limitation,
janitorial services or trash removal) which are provided to other tenants in the
Building, as and to the extent of the cost of each particular item set forth in
subsection 4.07(a) not so furnished.

         4.08 Within ninety (90) days after the expiration of each Operational
Year, Landlord shall furnish Tenant a statement setting forth the aggregate
amount of the Operating Expenses for such Operational Year. The statement
furnished under this Section 4.06 is hereinafter called an "Operating
Statement".

         4.09 If the Operating Expenses for any Operational Year occurring, in
whole or in part, after the Base Year shall be more than the Operating Expense
Base, Tenant shall pay, as additional rent for such Operational Year (or portion
thereof), an amount equal to Tenant's Proportionate Share of the amount by
which the Operating Expenses for such Operational Year are greater than the
Operating Expense Base. (The amount so payable by Tenant is hereinafter called
the "Operating Expense Payment".) The Operating Expense shall be prorated, if
necessary, to correspond with that portion of an Operational Year occurring with
the term of this lease. The Operating Expense Payment shall be payable by Tenant
within thirty (30) days after receipt of the Operating Statement.

         4.10 Commencing with the first Operational Year after Landlord shall be
entitled to receive an Operating Expense Payment, Tenant shall pay to Landlord,
as additional rent for the then Operational Year, Tenant's Operating Expense
Payment. If the Operating Statement furnished by Landlord to Tenant at the end
of then Operational Year shall indicate that Tenant's Projected Share of
Operating Expenses exceeded the Operating Expense Payment, Landlord shall credit
Tenant the amount of such excess against the subsequent payment(s) of Operating
Expense Payment due hereunder (or refund to Tenant such amount if no further
Operating Expense Payments are due from Tenant); if such Operating Statement
furnished by Landlord to Tenant hereunder shall indicate that the Operating
Expense Payment exceeded Tenant's Projected Share of Operating Expenses for the
then Operational Year, Tenant shall forthwith pay the amount of such excess to
Landlord.




                                       12

<PAGE>   16



         4.11 Every Operating Statement given by Landlord pursuant to Section
4.08 shall be conclusive and binding upon Tenant unless (i) within thirty (30)
days after the receipt of such Operating Statement Tenant shall notify Landlord
that it disputes the correctness of the Operating Statement, specifying the
particular respects in which the Operating Statement is claimed to be incorrect,
and (ii) if such dispute shall not have been settled by agreement, shall submit
the dispute to arbitration within ninety (90) days after receipt of the
Operating Statement. Pending the determination of such dispute by agreement or
arbitration as aforesaid, Tenant shall within ten (10) days after receipt of
such Operating Statement, pay additional rent, if due, in accordance with the
Operating Statement and such payment shall be without prejudice to Tenant's
position. If the dispute shall be determined in Tenant's favor, Landlord shall
credit Tenant the amount of any excess against the subsequent payment(s) of
Operating Expense Payment due hereunder (or refund to Tenant such amount if no
further Operating Expense Payments are due from Tenant) and Landlord shall pay
for the reasonable out-of-pocket costs incurred by Tenant in connection with
such audit within thirty (30) days after Tenant's demand. If the dispute shall
be determined in Landlord's favor, Tenant shall pay Landlord for the reasonable
out-of-pocket costs incurred by Landlord in connection with such audit within
thirty (30) days after Landlord's demand. Landlord agrees to grant Tenant
reasonable access to Landlord's books and records for the purpose of verifying
Operating Expenses incurred by Landlord and to have and make copies of any and
all bills and vouchers relating thereto and subject to reimbursement by Tenant
as herein provided.

         4.12 Landlord's failure during the lease term to prepare and deliver
any of the tax bills, statements or notices set forth in this Article, or
Landlord's failure to make a demand for payment therefor, or Landlord's
preparation and delivery of any incorrect tax bills, statements or notices,
shall not in any way cause Landlord to forfeit or surrender its rights to
collect any of the foregoing items of additional rent which may have or are to
become due during the term of this lease. Tenant's liability for the amounts due
under this Article shall survive the expiration of the term of this lease.

                                    ARTICLE 5

                 SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES

         5.01 This lease, and all rights of Tenant hereunder, are and shall be
subject and subordinate in all respects to all ground leases, overriding leases
and underlying leases of the Land and/or the Building now or hereafter existing
and to all mortgages which may now or hereafter affect the Land and/or the
Building and/or any of such leases, whether or not such mortgages shall also
cover other lands and/or buildings, to each and every advance made or hereafter
to be made under such mortgages, and to all renewals, modifications,
replacements and extensions of such leases and such mortgages and spreaders and
consolidations of such mortgages. This Article shall be self-operative and no
further instrument of subordination shall be required. In confirmation of such
subordination, Tenant shall promptly execute





                                       13

<PAGE>   17

and deliver any reasonable instrument that Landlord, the lessor of any such
lease or the holder of any such mortgage or any of their respective successor in
interest may reasonably request to such subordination. The leases to which this
lease is, at the time referred to, subject and subordinate pursuant to which
this Article are hereinafter sometimes called "superior leases" and the
mortgages to which this lease is, at the time referred to, subject and
subordinate are hereinafter sometimes called "superior mortgages" and the
lessor of a superior lease or its successor in interest at the time referred to
is sometimes hereinafter called a "lessor" and the holder of a superior mortgage
or its successor in interest at the time referred to is sometimes hereinafter
called a "holder".

         5.02 In the event of any act or omission of Landlord which would give
Tenant the right, immediately or after lapse of a period of time or notice, to
cancel or terminate this lease, or to claim a partial or total eviction, Tenant
shall not exercise such right (i) until it has given written notice of such act
or omission to the holder of each superior mortgage and the lessor of each
superior lease whose name and address Tenant shall have been provided with and
(ii) unless such act or omission shall be one which is not capable of being
remedied by Landlord or such mortgage holder or lessor within a reasonable
period of time, until a reasonable period for remedying such act or omission
shall have elapsed following the giving of such notice and following the time
when such holder or lessor shall have become entitled under such superior
mortgage or superior lease, as the case may be, to remedy the same (which
reasonable period shall in no event be less than the period to which Landlord
would be entitled under this lease or otherwise, after similar notice, to effect
such remedy), provided such holder or lessor shall with due diligence give
Tenant written notice of its intention to, and commence and continue, remedy
such act or omission.

         5.03 If the lessor of a superior lease or the holder of a superior
mortgage, or the designee of either, shall succeed to the rights of Landlord
under this lease, whether through possession or foreclosure action or delivery
of a new lease or deed, then at the request of such party so succeeding to
Landlord's rights (herein sometimes called "successor landlord") and upon
successor landlord's written agreement to accept Tenant's attornment, Tenant
shall attorn to and recognize such successor landlord as Tenant's landlord under
this lease, and shall promptly execute and deliver any instrument that such
successor landlord may reasonably request to evidence such attornment. Upon such
attornment this lease shall continue in full force and effect as, or as if it
were, a direct lease between the successor landlord and Tenant upon all of the
terms, conditions and covenants as are set forth in this lease and shall be
applicable after such attornment except that the successor landlord shall not:

              (a) be liable for any previous act or omission of Landlord under
this lease;

              (b) be subject to any offset, not expressly provided for in this
lease, which shall have therefore accrued to Tenant against Landlord;




                                       14

<PAGE>   18

              (c) be bound by any previous modification of this lease, not
expressly provided for in this lease, or any previous prepayment of more than
one (1) month's fixed rent, unless such modification or prepayment shall have
been expressly approved in writing by the lessor of the superior lease or the
holder of the superior mortgage through or by reason of which the successor
landlord shall have succeeded to the rights of Landlord under this lease.

         5.04 If, in connection with obtaining, continuing or renewing financing
for which the Building, Land or the interest of the lessee under any superior
lease represents collateral, in whole or in part, the holder or proposed holder
(including any which may elect that this lease shall have priority over such
superior mortgage) shall request reasonable modifications of this lease as a
condition of such financing, Tenant shall not unreasonably withhold its consent
thereto, provided that such modifications do not increase Tenant's obligation to
pay fixed rent or additional rent or shorten or lengthen the term of this lease
or do not materially increase any other obligations or materially diminish any
other rights of Tenant under this lease.

         5.05 The subordination of this lease to any superior mortgage or lease
now or hereafter affecting the Building shall be subject to the following
conditions: (a) Landlord shall obtain, prior to the date the Additional Premises
are ready for occupancy, a non-disturbance and quiet enjoyment agreement for
Tenant's benefit from the holder of the superior mortgage or lease which affects
the Building as of the date of this lease, which non-disturbance and quiet
enjoyment agreement may be on such mortgagee's standard form previously
exhibited to Tenant, and (b) Landlord shall obtain a non-disturbance and quiet
enjoyment agreement for Tenant's benefit from each holder of a superior mortgage
or lease which may at any time in the future affect the Building, which
non-disturbance agreement may be contain substantially the same terms and
conditions as those contained in the non-disturbance and quiet enjoyment
agreement entered into between Tenant and the holder of the superior mortgage or
lease which affects the Building as of the date of this lease.

                                    ARTICLE 6

                                 QUIET ENJOYMENT

         6.01 So long as Tenant pays all of the fixed rent and additional rent
due hereunder and performs all of Tenant's other obligations hereunder, Tenant
shall peaceably and quietly have, hold and enjoy the Demised Premises subject,
nevertheless, to the obligations of this lease and, as provided in Article 5, to
the superior leases and the superior mortgages, if any.

                                    ARTICLE 7

                            ASSIGNMENT AND SUBLETTING





                                       15
<PAGE>   19

         7.01 Except as expressly provided herein (including, without
limitation, in Sections 7.14 and 7.15 below) Tenant, for itself, its heirs,
distributes, executors, administrators, legal representatives, successors and
assigns, expressly covenants that it shall not assign, mortgage or encumber this
lease, nor underlet, nor suffer, nor permit the Demised Premises or any part
thereof to be used or occupied by others, without the prior written consent of
Landlord in each instance (which consent may be withheld in the sole and
unreviewable discretion of Landlord except as otherwise provided in Section 7.07
hereof). If this lease be assigned, or if the Demised Premises or any part
thereof be underlet or occupied by anybody other than Tenant, Landlord may, but
shall not be obligated to, after default by Tenant, collect rents from the
assignee, undertenant or occupant, and apply the net amount collected to the
rents herein reserved, but no assignment, underletting, occupancy or collection
shall be deemed a waiver of the provisions hereof, the acceptance of the
assignee, undertenant or occupant as tenant under this lease, or a release of
Tenant from the further performance by Tenant of covenants on the part of Tenant
herein contained. The consent by Landlord to an assignment or underletting shall
not in any wise be construed to relieve Tenant, or its assignee or subtenant,
from obtaining the express consent in writing of Landlord to any further
assignment or underletting. In no event shall any permitted subtenant assign or
encumber its sublease or further sublet all or any portion of its sublet space,
or otherwise suffer or permit the sublet space or any part thereof to be used or
occupied by others, without Landlord's prior written consent in each instance
(which consent may be withheld in the sole and unreviewable discretion of
Landlord except as otherwise provided in Section 7.07 hereof).

         7.02 Except as expressly provided herein (including, without
limitation, in Sections 7.14 and 7.15 below) if Tenant shall, at any time or
times during the term of this lease, desire to assign this lease or sublet all
or part of the Demised Premises, Tenant shall give notice thereof to Landlord,
which notice shall be accompanied by (a) an original, fully executed, copy of a
binding agreement between Tenant and the proposed assignee or subtenant
containing all of the material terms of the proposed assignment or sublease, the
effective or term commencement date of which shall be not less than thirty (30)
nor more than one hundred twenty (120) days after the giving of such notice, (b)
a statement setting forth in reasonable detail the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
Demised Premises, and (c) current certified financial information with respect
to the proposed assignee or subtenant including, without limitation, its most
recent financial report. Such notice shall be deemed an offer from Tenant to
Landlord whereby Landlord (or Landlord's designee) may, at its option, (i)
terminate this lease (if the proposed transaction is an assignment or a sublease
of all or substantially all of the Demised Premises), or (ii) terminate this
lease with respect to the portion of the Demised Premises being sublet (if the
proposed transaction is a sublease of less than substantially all of the Demised
Premises). Said options may be exercised by Landlord by notice to Tenant at any
time within twenty (20) days after such notice has been given by Tenant to
Landlord; and during such twenty (20) day period Tenant



                                       16

<PAGE>   20

shall not assign this lease nor sublet such space to any person or entity.

         7.03 If Landlord exercises its option to terminate this lease in the
case where Tenant desires either to assign this lease or sublet all or
substantially all of the Demised Premises, then this lease shall end and expire
on the date that such assignment or sublet was to be effective or Commence, as
the case may be, and the fixed rent and additional rent due hereunder shall be
paid and apportioned to such date.

         7.04 If Landlord exercises its option to terminate this lease in part
in any case where Tenant desires to sublet part of the Demised Premises, then
(a) this lease shall end and expire with respect to such part of the Demised
Premises on the date that the proposed sublease was to commence; (b) from and
after such date the fixed rent and additional rent due hereunder shall be
adjusted, based upon the proportion that the rentable area of the Demised
Premises remaining bears to the total rentable area of the Demised Premises, as
reasonably determined by Landlord; and, (c) Tenant shall pay to Landlord, upon
demand, Landlord's reasonable attorneys fees incurred in connection with its
review of such sublease.

         7.05 Intentionally Omitted.

         7.O6 Intentionally Omitted.

         7.07 In the event Landlord does not exercise an option provided to it
pursuant to Section 7.02 (except to the extent Section 7.02 is inapplicable as
provided in Section 7.15 below) then provided that Tenant is not in default of
any of Tenant's obligations under this lease which has continued beyond
expiration of the applicable cure period, if any, provided for hereunder,
Landlord's consent (which must be in writing and in form and substance
reasonably satisfactory to Landlord) to the proposed assignment or sublease
shall not be unreasonably withheld or delayed, provided and upon condition that:

              (a) Except as provided in Section 7.15 below, Tenant shall have
complied with the provisions of Section 7.02 and Landlord shall not have
exercised any of its options under said Section 7.02 within the time permitted
therefor;

              (b) The proposed assignee or subtenant is engaged in a business
and the Demised Premises, or the relevant part thereof, will be used in a manner
which (i) is in keeping with the then standards of the Building, (i) is limited
to the use expressly permitted under this lease, and (iii) will not violate any
negative covenant as to use contained in any other lease of space in the
Building;

              (c) The proposed assignee or subtenant is a reputable person of
good character and with sufficient financial worth considering the
responsibility involved, and Landlord has been furnished with reasonable proof
thereof;

              (d) Neither (i) the proposed assignee or sublessee nor (ii) any
person which, directly or indirectly, controls, is




                                       17


<PAGE>   21

controlled by, or is under common Control with, the proposed assignee or
sublessee or any person who controls the proposed assignee or sublessee, is then
an occupant of any part of the Building and there exists space in the Building
that is suitable for the needs of such proposed assignee or sublessee, and such
proposed assignee or sublessee has not first approached Landlord with an offer
to lease such available space;

              (e) The proposed assignee or sublessee is not a person with whom
Landlord or its agent is then negotiating to lease space in the Building;

              (f) The form of the proposed sublease or assignment shall be in
form reasonably satisfactory to Landlord and shall comply with the applicable
provisions of this Article;

              (g) There shall not be more than three (3) subtenants (including
Landlord or its designee) with respect to any floor constituting a portion of
the Demised Premises;

              (h) The rental and other terms and conditions of the assignment or
sublease are the same as those contained in the proposed assignment or sublease
furnished to Landlord pursuant to Section 7.02;

              (i) Tenant shall reimburse Landlord on demand for any and all
reasonable costs or expenses that may be incurred by Landlord in connection with
said assignment or sublease including, without limitation, the costs of making
investigations as to the acceptability of the proposed assignee or subtenant,
and reasonable legal costs incurred in connection with the granting of any
requested consent;

              (j) Tenant shall not have advertised in any way the fixed rent and
additional rent under this Lease;

              (k) The assignment or sublease shall not allow the use of the
Demised Premises or any part thereof for (1) the preparation and/or sale of food
for on or off premises consumption or (ii) for use by a foreign or domestic
governmental or quasi governmental agency; and

              (l) There shall be no reasonably likely material increase in the
traffic to or from the Demised Premises as a result of such assignment or
sublease.

         Except for any subletting by Tenant to Landlord or its designee
pursuant to the provisions of this Article, each subletting pursuant to this
Article shall be subject to all of the covenants, agreements, terms, provisions
and conditions contained in this lease. Notwithstanding any such subletting to
Landlord or its designee or any such subletting to any other subtenant and/or
acceptance of fixed rent or additional rent by Landlord from any subtenant,
Tenant shall and will remain fully liable for the payment of the fixed rent and
additional rent due and to become due hereunder and for the performance of all
the covenants, agreements, terms, provisions and conditions contained in this
lease on the part of Tenant to be performed and all acts and omissions of any
assignee, subtenant or other occupant





                                       18

<PAGE>   22

permitted hereunder or anyone claiming under or through any assignee, subtenant
or other occupant permitted hereunder which shall be in violation of any of the
obligations of this lease, shall be deemed to be a violation by Tenant. Tenant
further agrees that notwithstanding any such assignment or subletting, no other
and further assignment or subletting of the Demised Premises by Tenant or any
person claiming through or under Tenant shall or will be made except upon
compliance with and subject to the provisions of this Article,

         7.08 In the event that (a) Landlord fails to exercise any of its
options under Section 7.02 and consents to a proposed assignment or sublease,
and (b) Tenant fails to execute and deliver the assignment or sublease to which
Landlord consented within sixty (60) days after the giving of such consent, then
Tenant shall again comply with all of the provisions and conditions of Section
7.02 before assigning this lease or subletting all or part of the Demised
Premises, Landlord shall grant or withhold its approval to the subletting or
assignment proposed by Tenant within twenty (20) days after Tenant has provided
Landlord with its written request therefor and all of the materials and
information called for in this Article 7.

         7.09 With respect to each and every sublease or subletting authorized
by Landlord under the provisions of this lease, it is further agreed:

              (a) No subletting shall be for a term ending later than one (1)
day prior to the initial Term Expiration Date;

              (b) No sublease shall be valid, and no subtenant shall take
possession of the Demised Premises or any part thereof, until an executed
counterpart of such sublease has been delivered to Landlord within the time
period provided in section 7.08(b);

              (c) Each sublease shall provide that it is subject and subordinate
to this lease and to the matters to which this lease is or shall be subordinate,
and that in the event of termination, re-entry or dispossess by Landlord under
this lease Landlord may, at its option, take over all of the right, title and
interest of Tenant, as sublessor, under such sublease, and such subtenant shall,
at Landlord's option, attorn to Landlord pursuant to the then executory
provisions of such sublease, except that Landlord shall not (i) be liable for
any previous act or omission of Tenant under such sublease, (ii) be subject to
any offset not expressly provided in this lease, if any, which theretofore
accrued to such subtenant against Tenant, or (iii) be bound by any previous
modification of such sublease not consented to by Landlord or by any prepayment
of more than one (1) months rent not received by Landlord.

         7.10 If the Landlord shall give its consent to any assignment of this
lease or to any sublease, Tenant shall, in consideration therefor, pay to
Landlord, as additional rent:

              (a) in the case of an assignment, an amount equal to fifty percent
(50%) of all sums and other considerations paid to





                                       19

<PAGE>   23

Tenant by the assignee for or by reason of the assignment of the leasehold
interest in the Demised Premises; and

              (b) in the case of a sublease, an amount equal to fifty percent
(50%) of any rents, additional charge or other consideration payable under the
sublease to Tenant by the subtenant which is in excess of the fixed rent and
additional rent accruing during the term of the sublease in respect of the
subleased space (at the rate per square foot payable by Tenant hereunder)
pursuant to the terms hereof, and less the reasonable out of pocket expenses
incurred by Tenant in connection with such subletting including, without
limitation, reasonable advertising expenses, reasonable attorneys' fees,
reasonable rent concessions, reasonable brokerage commissions and reasonable
costs incurred to prepare the subleased premises for the subtenant's occupancy.

The sums payable under subsections (a) and (b) above shall be paid to Landlord
as and when paid from the assignee or subtenant, as the case may be, to Tenant.

         7.11 If Tenant, or any permitted assignee or subtenant, is a
corporation, and if the shares of Tenant's stock are not publicly traded on a
recognized exchange, the provisions of Section 7.01 shall apply to a transfer,
however accomplished, whether in a single transaction or in a series of related
or unrelated transactions, of a majority of the issued and outstanding capital
stock of Tenant, or any permitted assignee or subtenant, as if such transfer of
a majority of the stock of Tenant, or any permitted assignee or subtenant, were
an assignment of this lease. If Tenant, or any permitted assignee or subtenant,
is a partnership, the provisions of Section 7.01 shall apply to a transfer,
however accomplished, whether in a single transaction or in a series of related
or unrelated transactions, of a majority of the total interest in the
partnership as if such transfer of a majority of the total interest in the
partnership were an assignment of this lease.

         7.12 Any assignment or transfer shall be made only if, and shall not be
effective until, the assignee shall execute, acknowledge and deliver to Landlord
an agreement, within the time provided in Section 7.08(b), in form and
substance reasonably satisfactory to Landlord whereby the assignee shall assume
the obligations of this lease on the part of Tenant to be performed or observed
arising after the effective date of the assignment or transfer and whereby the
assignee shall agree that the provisions in Section 7.01 shall, notwithstanding
such assignment or transfer, continue to be binding upon Tenant in respect of
all future assignments and transfers. The original named Tenant covenants that,
notwithstanding any assignment or transfers whether or not in violation of the
provisions of this lease, and notwithstanding the acceptance of fixed rent
and/or additional rent by Landlord from an assignee, transferee, or any other
party, the original named Tenant shall remain fully liable for the payment of
the fixed rent and additional rent and for all of the other obligations of this
lease on the part of Tenant to be performed or observed.



                                       20

<PAGE>   24

         7.13 The joint and several liability of Tenant and any immediate or
remote successor in interest of Tenant and the due performance of the
obligations of this lease on Tenant's part to be performed or observed shall not
be discharged, released or impaired in any respect by any agreement or
stipulation made by Landlord extending the time of, or modifying any of the
obligations of, this lease, or by any waiver or failure of Landlord to enforce
any of the obligations of this lease.

         7.14 The provisions of Section 7.01, 7.02, 7.03, 7.04, 7.07, 7.10 and
7.11 shall not apply to any assignment, sublease or other transfer of this lease
or any subletting of all or a portion of the Demised Premises to any
corporation, partnership or other entity (a) into or with which Tenant is merged
or consolidated, or (b) to which all or substantially all of the Tenant's assets
are transferred, or (c) controlled by, controlling or under common control with
Tenant or the existing shareholders of Tenant or their immediate families, with
"control" meaning ownership of 51% or more of the entity in question, or (d) the
transfer of stock between and among existing shareholders and their immediate
families, or (e) the transfer of stock in connection with "going public",
provided, however, Tenant shall notify Landlord prior to or immediately after
entering into any such transaction and, to the extent Tenant discloses any
proprietary information to Landlord with respect to such transaction, Landlord
shall agree to keep the same reasonably confidential.

         7.15 The Provisions of Section 7.01 and the balance of Section 7.02
after the first sentence thereof shall not apply to any subletting of not more
than 10,000 square feet of the Demised Premises, provided, however, that all
other provisions of this Article 7 (including, without limitation, the first
sentence of Section 7.02) shall continue to apply to any subletting of such
floor.

                                    ARTICLE 8

                      COMPLIANCE WITH LAWS AND REQUIREMENTS
                              OF PUBLIC AUTHORITIES

         8.01 Tenant shall give prompt notice to Landlord of any notice it
receives of the violation of any law or requirement of public authority, and at
Tenant's expense Tenant shall comply with all laws and requirements of public
authorities which shall, with respect to the Demised Premises or the use and/or
occupation thereof, or the abatement of any nuisance, impose any violation,
order or duty on Landlord or Tenant, arising from (i) Tenant's use of the
Demised Premises, (ii) the manner of conduct of Tenant's business or operation
of its installations, equipment or other property therein, (iii) any cause or
condition created by or at the instance of Tenant, including the performance of
any work performed by Landlord for or on behalf of Tenant (other than Landlord's
Work), or (iv) breach of any of Tenant's obligations hereunder. However, Tenant
shall not be so required to make any structural or other substantial change in
the Demised Premises unless the requirement arises from a cause or condition
referred to in clause (ii), (iii) or (iv) above. Landlord, at its





                                       21

<PAGE>   25
expense, shall comply with all other such laws and requirements of public
authorities as shall affect the Demised Premises, but may contest the same
subject to conditions reciprocal to Subsections (a), (b) and (d) of Section
8.02. Landlord and Tenant hereby acknowledge and agree that Tenant's obligations
with respect to the Demised Premises under this Section 8.01 shall include,
without limitation, compliance throughout the term of this lease with the
Americans With Disabilities Act of 1990, together with all amendments thereto
which may be adopted from time to time, and all regulations and rules
promulgated thereunder ("ADA"); provided, however, that Landlord agrees, at its
sole expense, to cause the Common Areas (as hereinafter defined) to be in
compliance with ADA, as and to the extent thereby required. In addition,
Landlord represents that as of the date of this Lease, the Common Areas are in
compliance with the ADA and all other applicable laws, rules and regulations
affecting the Building, and if Landlord has breached such representation, Tenant
shall have no obligation to contribute (as part of its Operating Expense
payments) towards the cost of effecting such compliance that is necessary to
make such representation true and correct. Tenant shall pay all the costs,
expenses, fines, penalties and damages imposed upon Landlord or any superior
lessors or superior mortgagees by reason of or arising out of Tenant's failure
to comply with the provisions of this Section. For example, but not by way of
limitation, if any public authority requires or recommends any additional
sprinkler heads or changes to the sprinkler system in or serving the Demised
Premises solely by reason of the manner of conduct of Tenant's business in the
Demised Premises or by reason of Tenant's alterations, or the location of
partitions, trade fixtures, or other contents of the Demised Premises (except
in connection with Landlord's Work), Tenant shall, at its expense, promptly make
and supply such additional sprinkler heads or make such changes.

         8.02 Tenant may, at its expense (and if necessary, in the name of but
without expense to Landlord) contest, by appropriate proceedings prosecuted
diligently and in good faith, the validity, or applicability to the Demised
Premises, of any law or requirement of public authority, and Landlord shall
cooperate with Tenant in such proceedings, provided that:

              (a) Landlord shall not be subject to criminal penalty or to
prosecution for a crime nor shall the Demised Premises or any part thereof be
subject to being condemned or vacated, by reason of non-compliance or otherwise
by reason of such contest;

              (b) Tenant shall defend, indemnify and hold harmless Landlord
against all liability, loss, damage, cost or expense which Landlord shall suffer
by reason of such non-compliance or contest including, but not limited to,
attorney's fees and other expenses incurred by Landlord;

              (c) Such non-compliance or contest shall not constitute or result
in any violation of any superior lease or superior mortgage, or if such superior
lease and/or superior mortgage shall permit such non-compliance or contest on
condition of the taking of action or furnishing of security by Landlord,





                                       22
<PAGE>   26
such action shall be taken and such security shall be furnished at the expense
of Tenant;

              (d) Tenant Shall furnish Landlord with such security as Landlord
shall require in connection with Tenant's non-compliance or contest; and

              (e) Tenant shall keep Landlord advised in writing as to the status
of such proceedings. Without limiting the application of Section 8.02(a)
thereto, Landlord shall be deemed subject to prosecution for a crime within the
meaning of said Subsection, if Landlord, or any officer or shareholder of
Landlord individually, is charged with a crime of any kind or degree whatever,
whether by service of a summons or otherwise, unless such charge is withdrawn
before Landlord or such officer (as the case may be) is required to plead or
answer thereto.

         8.03 In addition, and notwithstanding anything to the contrary
contained elsewhere in this lease, Tenant shall, at all times, comply with all
local, state and federal laws, rules and regulations governing the use, handling
and disposal of Hazardous Material in the Demised Premises by Tenant, its
subtenants, licensees and invitees including, but not limited to, Section 1004
of the Federal Reserve Conservation and Recovery Act, 42 U.S.C. Section 6901 et.
seq. (42 U.S.C. Section 6903) and any additions, amendments, or modifications
thereto. As used herein, the term "Hazardous Material" shall mean any hazardous
or toxic substance, material or waste which is, or becomes, regulated by any
local or state government authority in which the Demised Premises is located or
the United States Government. Landlord and its agents shall have the right, but
not the duty, to inspect the Demised Premises at any time to determine whether
Tenant is complying with the terms of this Section 8.03. If Tenant is not in
compliance with this Section 8.03, Landlord shall have the right to immediately
enter upon the Demised Premises and take whatever actions as are reasonably
necessary to comply including, but not limited to, the removal from the Demised
Premises of any Hazardous Material and the restoration of the Demised Premises
to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay
all costs so incurred by Landlord, as additional rent, ten (10) days upon
receipt of a bill therefor plus twenty (20%) percent for Landlord's admini-
stration expenses in connection therewith. To the extent that any Hazardous 
Materials exist in the Building as of the Term Commencement Date, Tenant shall
not be responsible for costs incurred by Landlord in connection therewith.

                                    ARTICLE 9

                                    INSURANCE

         9.01 Tenant shall not violate, or permit the violation of, any
condition imposed by the standard fire insurance policy then issued for office
buildings in the locality of the Premises, and shall not do, or permit anything
to be done, or keep or permit anything to be kept in the Demised Premises which
would subject Landlord to any liability or responsibility for personal injury




                                       23

<PAGE>   27

or death or property damage, or which would increase the fire or other casualty
insurance rate on the Building or the property therein over the rate which would
otherwise then be in effect (unless Tenant pays the resulting premium as
provided in Section 9.03) or which would result in insurance companies of good
standing refusing to insure the Building or any of such property in amounts
satisfactory to Landlord.

         9.02 Tenant covenants to provide, on or before the Term Commencement
Date, and to keep in force during the term hereof, the following insurance
coverage:

              (a) For the benefit of Landlord and Tenant, a comprehensive policy
of liability insurance protecting Landlord and Tenant against any liability
whatsoever occasioned by accident on or about the Demised Premises or any
appurtenances thereto. Such policy is to be written by good and solvent
insurance companies authorized to do business in the State of New Jersey and
satisfactory to Landlord and the limits of liability thereunder shall not be
less than Three Million ($3,000,000) Dollars combined single limit coverage on a
per occurrence basis and One Million ($1,000,000) Dollars in respect of property
damages. Such insurance may be carried under a blanket policy covering the
Demised Premises and other locations of Tenant, if any.

              (b) Fire and Extended coverage in an amount adequate to cover the
cost of replacement of all personal property, trade fixtures, leasehold
improvements, furnishing and equipment in the Demised Premises. Such policy
shall be written by good and solvent insurance companies authorized to do
business in the State of New Jersey and satisfactory to Landlord.

         Prior to the time such insurance is first required to be carried by
Tenant and thereafter, at least thirty (30) days prior to the expiration of any
such policies, Tenant agrees to deliver to Landlord either duplicate originals
of the aforesaid policies or certificates evidencing such insurance, provided
said certificate contains an endorsement that such insurance may not be modified
or cancelled except upon thirty (30) days' notice to Landlord, together with
evidence satisfactory to Landlord of payment for the policy. Tenant's failure to
provide and keep in force the aforementioned insurance shall be regarded as a
material default under this lease, entitling Landlord to exercise any or all of
the remedies as provided in this lease in the event of Tenant's default which
continues after the expiration of any applicable cure period provided for
hereunder.

         9.03 Landlord and Tenant shall each endeavor to secure an appropriate
clause in, or an endorsement upon, each file or extended coverage policy
obtained by it and covering the Building, the Demised Premises or the personal
property, fixtures and equipment located therein or thereon, pursuant to which
the respective insurance companies waive subrogation or permit the insured,
prior to any loss, to agree with a third party to waive any claim it might have
against said third party. The waiver of subrogation or permission for waiver of
any claim hereinbefore referred to shall extend to the agents of each party and
its employees and, in the case of Tenant, shall also extend to all other persons
and entities occupying or using the Demised Pre-



                                       24

<PAGE>   28

mises. If and to the extent that such waiver or permission can be obtained only
upon payment of an additional charge then, except as provided in the following
two paragraphs, the party benefiting from the waiver or permission shall pay
such charge upon demand, or shall be deemed to have agreed that the party
obtaining the insurance coverage in question shall be free of any further
obligations under the provisions hereof relating to such waiver or permission.

         In the event that Landlord shall be unable at any time to obtain one of
the provisions referred to above in any of its insurance policies, at Tenant's
option Landlord shall cause Tenant to be named in such policy or policies as one
of the assureds, but if any additional premium shall be imposed for the
inclusion of Tenant as such as assured, Tenant shall pay such additional premium
to Landlord promptly upon demand. In the event that Tenant shall have been named
as one of the insureds in any of Landlord's policies in accordance with the
foregoing, Tenant shall endorse promptly to the order of Landlord, without
recourse, any check, draft or order for the payment of money representing the
proceeds of any such policy or any other payment growing out of or connected
with said policy and Tenant hereby irrevocably waives any and all rights in and
to such proceeds and payments.

         In the event that Tenant shall be unable at any time to obtain one of
the provisions referred to above in any of its insurance policies, Tenant shall
cause Landlord to be named in such policy or policies as one of the assureds,
but if any additional premium shall be imposed for the inclusion of Landlord as
such an insured, Landlord shall pay such additional premium upon demand or
Tenant shall be excused from its obligations under this paragraph with respect
to the insurance policy or policies for which such additional premiums would be
imposed. In the event that Landlord shall have been named as one of the
insureds in any of Tenant's policies in accordance with the foregoing, Landlord
shall endorse promptly to the order of Tenant, without recourse, any check,
draft or order for the payment of money representing the proceeds of any such
policy or any other payment growing out of or connected with said policy and
Landlord hereby irrevocably waives any and all rights in and to such proceeds
and payments.

         Subject to the waiver of subrogation being obtained or being named as
an additional insured pursuant to the foregoing provisions of this Section 9.03,
and insofar as may be permitted by the terms of the insurance policies carried
by it, notwithstanding anything to the contrary in this Lease, each party hereby
releases the other with respect to any claim (including a claim for negligence)
which it might otherwise have against the other party for loss, damages or
destruction with respect to its property by fire or other casualty (including
rental value or business interruption, as the case may be) occurring during the
term of this lease.

         9.04 If, by reason of a failure of Tenant to comply with the provisions
of Section 8.01 or Section 9.01, the rate of fire insurance with extended
coverage on the Building or equipment or other property of Landlord shall be
higher than it otherwise would be, Tenant shall reimburse Landlord, on demand,
for that




                                       25

<PAGE>   29
part of the premiums for fire insurance and extended coverage paid by Landlord
because of such failure on the part of Tenant.

         9.05 If any dispute shall arise between Landlord and Tenant with
respect to the incurrence or amount of any additional insurance premium referred
to in Section 9.03, the dispute shall be determined by arbitration pursuant to
Article 34.

         9.06 A schedule or make up of rates for the Building or the Demised
Premises, as the case may be, issued by the New Jersey Fire Insurance Rating
Organization or other similar body making rates for fire insurance and extended
coverage for the premises concerned, shall be conclusive evidence of the facts
therein stated and of the several items and charges in the fire insurance rate
with extended coverage then applicable to such premises.

         9.07 Landlord shall maintain such insurance as may be required pursuant
to the terms of any superior mortgage or lease affecting the Building or as may
be required under the Master Deed.

                                   ARTICLE 10

                              RULES AND REGULATIONS

         10.01 Tenant and its employees and agents shall faithfully observe and
comply with the Rules and Regulations annexed hereto as Exhibit C and made a
part hereof, and such changes therein (whether by modification, elimination or
addition) as Landlord at any time or times hereafter may make and communicate in
writing to Tenant, which do not unreasonably affect the conduct of Tenant's
business in the Demised Premises or parking rights except as required by any
governmental law, rule, regulation, ordinance or similar decree; provided,
however, that in case of any conflict or inconsistency between the provisions of
this lease and any of the Rules and Regulations as originally promulgated or as
changed, the provisions of this lease shall control. Landlord shall use its good
faith efforts to ensure compliance with all Rules and Regulations against the
other tenants in the Building.

         10.02 Nothing in this lease contained shall be construed to impose upon
Landlord any duty or obligation to Tenant to enforce the Rules and Regulations
or the terms, covenants or conditions in any other lease, as against any other
Tenant, and Landlord shall not be liable to Tenant in any manner for violation
of the same by any other Tenant or its employees, agents or visitors.

                                   ARTICLE 11

                                TENANT'S CHANGES

         11.01 Tenant shall not make any alterations, additions, installations,
substitutions, improvements or decorations (hereinafter collectively called
"changes" and, as applied to changes provided for in this Article, "Tenant's
Changes") in and to the Demised Premises without the prior written approval of
Landlord (which may be withheld in the sole and unreviewable discretion of




                                       26

<PAGE>   30

Landlord) in each instance. Notwithstanding the foregoing, however (a) Tenant
may, upon prior notice to Landlord but without Landlord's consent, make
decorations and non-structural changes that do not affect any of tile Building
systems(including, without limitation, the electrical, mechanical and HVAC
systems) and that cost less than $100,000.00 in the aggregate in any one year
period, and (b) Tenant may, upon prior notice to Landlord and subject to
Landlord's consent, not to be unreasonably withheld or delayed, make decorations
and non-structural changes that cost more than $100,000.00 in the aggregate in
any one-year period.

         11.02 Tenant shall submit to Landlord, for Landlord's review and
approval, detailed plans and specifications with respect to any proposed
Tenant's Change. Tenant shall promptly reimburse Landlord for any reasonable
out-of-pocket costs and expenses incurred in connection with such review
including, but not limited to, architectural, engineering and counsel fees,
together with an amount equal to ten (10%) percent of the costs and expenses
incurred by Tenant in connection with any such Tenant's Change, as Landlord's
administrative charge. Tenant, at its expense, shall obtain all necessary
governmental permits and certificates for the commencement and prosecution of
Tenant's Changes and for final approval thereof upon completion, and shall cause
Tenant's Changes to be performed in compliance therewith and with all applicable
laws and requirements of public authorities, and with all applicable
requirements of insurance bodies, and in a good and workmanlike manner, using
new materials and equipment at least equal in quality and class to Landlord's
established standard for the Building. Tenant's Changes shall be performed in
such manner as not to interfere with or delay and (unless Tenant shall indemnify
Landlord therefor to the latter's satisfaction) as not to impose any additional
expense upon Landlord in the maintenance or operation of the Building.
Throughout the performance of Tenant's Changes, Tenant, at its expense, shall
carry, or cause to be carried, worker's or workmen's compensation insurance in
statutory limits and general liability insurance for any occurrence in or about
the Building as set forth in Section 9.02 hereof, in which Landlord and its
agents shall be named as parties insured, in such limits as Landlord may
prescribe, with insurers satisfactory to Landlord. Tenant shall furnish Landlord
with satisfactory evidence that such insurance is in effect at or before the
commencement of Tenant's Changes and, on request, at reasonable intervals
thereafter during the continuance of Tenant's Changes. If any of Tenant's
Changes shall involve the removal of any fixtures, equipment or other property
in the Demised Premises which, pursuant to the terms of Section 12.01, are to
become Landlord's property at the expiration or sooner termination of the term
of this lease, such fixtures, equipment or other property shall be promptly
replaced, at Tenant's expense, with new fixtures, equipment or other property
(as the case may be) of like utility and substantially equal value unless
Landlord shall otherwise expressly consent in writing (which consent shall not
be unreasonably withheld or delayed) and Tenant shall, upon Landlord's request,
store and preserve, at Tenant's sole cost and expense, any such fixtures,
equipment or property so removed and shall return same to Landlord upon the
expiration or sooner termination of this lease. All electrical and plumbing work
in connection with Tenant's Changes shall be performed by





                                       27
<PAGE>   31


contractors or subcontractors reasonably satisfactory to Landlord and licensed
therefor by all governmental agencies having or asserting jurisdiction.

         11.03 Tenant, at its expense, shall diligently, procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Tenant's Changes which shall be issued by the Department of
Buildings of the Township of Mahwah or any other public or quasi-public
authority having or asserting jurisdiction. Tenant shall defend, indemnify and
save harmless Landlord against any and all mechanic's and other liens filed in
connection with Tenant's Changes, including the liens of any security interest
in, conditional sales of, or chattel mortgages upon, any materials, fixtures or
articles so installed in and constituting part of the Demised Premises and
against all costs, expense and liabilities incurred in connection with any such
Lien, security interest, conditional sale or chattel mortgage or any action or
proceeding brought thereon, Tenant, at its expense, shall procure the
satisfaction or discharge of all such liens by bonding or otherwise within
fifteen (15) days after Landlord makes written demand therefor.

         11.04 Tenant agrees that the exercise of its rights pursuant to the
provisions of this Article shall not be done in a manner which would create any
work stoppage, picketing, labor disruption or dispute or violate Landlord's
union contracts affecting the Land and/or Building nor interference with the
business of Landlord or any tenant or occupant of the Building. In the event of
the occurrence of any condition described above arising from the exercise by
Tenant of its right pursuant to the provisions of this Article, Tenant shall,
immediately upon notice from Landlord, cease the manner of exercise of such
right giving rise to such condition. In the event Tenant fails to cease such
manner of exercise of its rights as aforesaid, Landlord, in addition to any
rights available to it under this lease and pursuant to law, shall have the
right to injunction. With respect to Tenant's Changes, Tenant shall make all
arrangements for, and pay all expenses, at rates set by Landlord for the
Building, incurred in connection with the use of the freight elevators servicing
the Demised Premises.

                                   ARTICLE 12

                                TENANT'S PROPERTY

         12.01 All fixtures, equipment, improvements and appurtenances attached
to or built into the Demised Premises at the commencement of or during the term
of this lease, whether or not by or at the expense of Tenant, shall be and
remain a part of the Demised Premises, shall become Landlord's property at the
expiration or sooner termination of the term of this lease and shall not be
removed by Tenant, except as hereinafter in this Article expressly provided.

         12.02 Notwithstanding the foregoing to the contrary, all paneling,
movable partitions, lighting fixtures, special cabinet work, other business and
trade fixtures, machinery and equipment, communications equipment and office
equipment, whether or not attached to or built into the Demised Premises, which
are






                                       28
<PAGE>   32

installed in the Demised Premises by or for the account of Tenant, without
expense to or contribution from Landlord, and can be removed without damage to
the Building or the Demised Premises that cannot be repaired, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and
located in the Demised Premises, (all of which are sometimes called "Tenant's
Property") shall be and shall remain the property of Tenant and may be removed
by it at any time during the term of this lease; provided that if any of
Tenant's Property is removed, Tenant or any party or person entitled to remove
same shall promptly repair or promptly pay the cost of repairing any damage to
the Demised Premises or to the Building resulting from such removal. Any
equipment or other property, or any portion thereof, for which Landlord shall
have granted any allowance or credit to Tenant or which has replaced such items
originally provided by Landlord at Landlord's expense shall not be deemed to
have been installed by or for the account of Tenant, without expense to
Landlord, and shall not be considered Tenant's Property.

         12.03 At or before the Initial Term Expiration Date, or the date of any
earlier termination of this lease, or as promptly as practicable after such an
earlier termination date, but in no event more than fifteen (15) days
thereafter, Tenant at its expense, shall remove from the Demised Premises all of
Tenant's Property except such items thereof as Tenant shall have expressly
agreed in writing with Landlord were to remain and to become the property of
Landlord, and shall fully repair any damage to the Demised Premises or the
Building resulting from such removal. Tenant's obligation herein shall survive
the termination of the lease.

         12.04 Any other items of Tenant's Property (except money, securities
and other like valuables) which shall remain in the Demised Premises after the
initial Term Expiration Date or after a period of fifteen (15) days following an
earlier termination date, may, at the option of the Landlord, be deemed to have
been abandoned, and in such case either may be retained by Landlord as its
property or may be disposed of, without accountability, at Tenant's expense in
such manner as Landlord may see fit.

                                   ARTICLE 13

                             REPAIRS AND MAINTENANCE

         13.01 Tenant shall take good care of the Demised Premises and shall, at
its sole cost and, subject to section 9.03 hereof, expense, promptly make all
repairs, ordinary extraordinary, interior or exterior, structural or otherwise,
in and about the Demised Premises and the Building, as shall be required by
reason of (i) the construction of Tenant's Changes, (ii) the installation, use
or operation of Tenant's Property in the Demised Premises, (iii) the moving of
Tenant's Property in or out of the Building, or (iv) the misuse or neglect of
Tenant or any of its employees, agents or contractors; provided that (a) any
structural repairs so required shall be performed by Landlord or by contractors
approved in writing by Landlord, at Landlord's option, at Tenant's sole cost and
expense, and (b) reasonable




                                       29

<PAGE>   33


wear and tear shall be excepted. Tenant, at its sole cost and expense, shall
replace all scratched, damaged or broken doors or other glass in or about the
Demised Premises and shall be responsible for all repairs, maintenance and
replacement of wall and floor coverings in the Demised Premises and for the
repair and maintenance of all lighting fixtures therein (reasonable wear and
tear excepted), to the extent resulting from the items specified in subsections
(i) through (iv) above.

         13.02 Except as expressly otherwise provided in this lease, Landlord
shall have no liability to Tenant by reason of any inconvenience, annoyance,
interruption or injury to business arising from Landlord's making any repairs or
changes which Landlord is required or permitted by this lease, or required by
law, to make in or to any portion of the Building or the Demised Premises, or
in or to the fixtures, equipment or appurtenances of the Building or the Demised
Premises provided that Landlord shall use due diligence with respect thereto,
shall give Tenant prior notice of the necessity for any such work (except in an
emergency), and shall use its reasonable efforts to minimize any disruption to
Tenant's business (provided, however, that Landlord shall not be required to use
overtime labor).

         13.03 Landlord shall keep and maintain the Building and its exterior,
the Building lobby and all common areas, and the Building systems and facilities
servicing the Demised Premises in good working order, condition and repair
consistent with Class-A office buildings and, subject to Section 13.01 and
Article 11, make all structural repairs and replacements as and when needed to
the Demised Premises, except for those repairs and replacements for which Tenant
is responsible pursuant to any other provision of this lease.

                                   ARTICLE 14

                                   ELECTRICITY

         14.01 Landlord shall provide electricity to the Demised Premises on a
check metering basis and Tenant shall be responsible for and pay to Landlord all
charges therefor at Landlord's cost therefor plus a reasonable administrative
charge not in excess of 5% or, if Landlord retains a third party to administer
the providing and payment of Tenant's electricity (which Landlord presently
retains), an amount equal to the reasonable out of pocket cost for such
service. Landlord shall not in any way be liable or responsible to Tenant for
any loss or damage or expense which Tenant may sustain or incur if, through no
fault of Landlord, either the quantity or character of electric service is
changed or is no longer available or suitable for Tenant's requirements. Any
additional riser or risers to supply Tenant's electrical requirements, upon
written request to Tenant, will be installed by Landlord, at the sole cost and
expense of Tenant, if, in Landlord's sole judgment, the same are necessary and
will not cause permanent damage or injury to the Building or the Demised
Premises or cause or create a dangerous or hazardous condition or entail
excessive or unreasonable alterations, repairs or expense or interfere with or
disturb other tenants or occupants. In addition to the installation of such
riser or risers, Landlord will also at the sole cost and expense of






                                       30



<PAGE>   34

Tenant, install all other equipment proper and necessary in connection therewith
subject to the aforesaid terms and conditions. Tenant covenants and agrees that
at all times its use of electric current shall never exceed the capacity of the
feeders to the Building or the risers or wiring installation. It is further
covenanted and agreed by the Tenant that all the aforesaid costs and expenses
are chargeable and collectible as additional rent and shall be paid by the
Tenant to the Landlord within ten (10) days after the rendering of any bill or
statement to the Tenant therefor. Landlord may discontinue any of the aforesaid
electrical services upon thirty (30) days notice to Tenant (provided Landlord
also discontinues electrical service to all similarly situated tenants in the
Building) without being liable to Tenant therefor or without in any way
affecting this lease or the liability of the Tenant hereunder or causing a
diminution of fixed or additional rent and the same shall not be deemed to be a
lessening or diminution of services within the meaning of any law, rule or
regulation now or hereafter enacted, promulgated or issued provided that an
alternate source of electricity is available to Tenant and Tenant obtains same.
Tenant shall make no alterations or additions to the electric equipment and/or
appliances without the prior written consent of Landlord in each instance.

         14.02 Tenant agrees not to connect any additional electrical equipment
of any type to the Building electric distribution system, beyond that on
Tenant's approved plans for initial occupancy, other than lamps, typewriters,
personal computers and other small office machines which consume comparable
amounts of electricity, without Landlord's prior written consent (which consent
may not be unreasonably withheld or delayed) in each instance. In no event shall
Tenant use or install any fixtures, equipment or machines the use of which in
conjunction with other fixtures, equipment and machines in the Demised Premises
would result in an overload of the electrical circuits servicing the Demised
Premises or the Building.

                                   ARTICLE 15

                                SECURITY DEPOSIT

         15.01 Tenant has deposited with Landlord the sum of $60,595.82 either
in cash or by Letter of Credit as provided below, as security for the faithful
performance and observance by Tenant of the terms, provisions, covenants and
conditions of this Lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions, covenants and conditions of this Lease,
including, but not limited to, the payment of fixed rent and additional rent,
Landlord may use, apply or retain the whole or any part of the cash security so
deposited, or may notify the Issuing Bank (as defined below), and thereupon
receive all monies represented by said Letter of Credit to the extent required
for the payment of any fixed rent and additional rent or any other sum as to
which Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the terms,
provisions, covenants and conditions of this Lease, including but not limited
to, any damages or deficiency accrued before or after summary proceedings or
other re-entry by Landlord. In the event that



                                       31

<PAGE>   35

Tenant shall fully and faithfully comply with all of the terms, provisions,
covenants and conditions of this lease, the security shall be returned to
Tenant, or Landlord shall return the original Letter of Credit to Tenant, as the
case may be, after the date fixed as the end of the term of this Lease and after
delivery of entire possession of the Demised Premises to Landlord as provided
hereunder. In the event of a sale of the Land and Building or leasing of the
Building, of which the Demised Premises form a part, Landlord shall have the
right to transfer the cash security or the Letter of Credit, as the case may be,
to the vendee or lessee and Landlord shall thereupon be released by Tenant from
all liability for the return of such cash security or Letter of Credit; and
Tenant agrees to look solely to the new Landlord for the return of said
security; and it is agreed that the provisions hereof shall apply to every
transfer or assignment made of the cash security or the Letter of Credit to a
new Landlord. Tenant further covenants that it will not assign or encumber or
attempt to assign or encumber the monies deposited herein as security or the
Letter of Credit and that neither Landlord not its successors or assigns shall
be bound by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. In the event Landlord applies or retains any portion or all of the
cash security deposited, or proceeds of such Letter of Credit, as the case may
be, Tenant shall forthwith restore the amount applied or retained so that at all
times the amount deposited shall be $60,595.82.

         15.02 In lieu of a cash deposit, Tenant may deliver to Landlord a
clean, irrevocable and unconditional Letter of Credit issued by and drawn upon
any commercial bank (the "Issuing Bank") that shall be a member of the New York
Clearing House Association or have a net worth in the United States of not less
than $100,000,000.00, and an office where such Letter of Credit can be drawn
upon in New York City or Bergen or Essex Counties, New Jersey, which Letter of
Credit shall have a term of not less than one year, be in form and content
satisfactory to Landlord, be for the account of Landlord and be in the amount of
$60,595.82 Letter of Credit shall provide that:

              (a) The Issuing Bank shall pay to Landlord or its duly authorized
representative an amount up to the face amount of the Letter of Credit upon
presentation of the Letter of Credit and a sight draft in the amount to be
drawn;

              (b) The Letter of Credit shall be deemed to be automatically
renewed without amendment, for consecutive periods of one (1) year during the
term of this lease, unless the Issuing Bank sends written notice (the
"Non-Renewal" Notice") to Landlord by certified or registered mail, return
receipt requested, not less than thirty (30) days next preceding the then
expiration date of the Letter of credit, that it elects not have such Letter of
Credit renewed;

              (c) Landlord, within twenty (20) days after its receipt of the
Non-Renewal Notice, shall have the right, exercisable by a sight draft, to
receive the moneys represented by the Letter of Credit (which moneys shall be
held by Owner as a cash deposit pursuant to the terms of this Article 15 pending
the replacements of such Letter of Credit); and




                                       32
<PAGE>   36

              (d) Upon Landlord's sale of the Building or a leasing of the
Building, the Letter of Credit shall be transferable by Landlord as provided in
Section 15.01.

                                   ARTICLE 16

                              LANDLORD'S SERVICES


         16.01 Landlord agrees to furnish to the Premises and/or Building at no
additional charge (unless otherwise provided for in this lease and/or to the
extent included in operating Expenses) the following utilities and services: (a)
heating and cooling to the Demised Premises in accordance with Landlord's then
standard for the Building during normal Business Days and Business Hours
(provided that such heating and cooling shall be available during other hours
and on other days upon prior notice and request by Tenant and Tenant pays
Landlord as additional rent on demand the reasonable hourly overtime charge
therefor which Landlord shall from time to time establish); (b) hot and cold
water suitable for drinking, lavatory, toilet and ordinary cleaning purposes;
(c) electricity suitable for general office use of the Demised Premises as
provided, subject to the charges therefor specified in Section 14.01 above; (d)
replacement of lighting tubes, lamp ballast's and bulbs which Tenant, at
Landlord's option, shall purchase from Landlord at Landlord's reasonable actual
out of pocket cost plus overhead and profit not to exceed ten (10%) percent of
the cost of the item in question; (e) extermination and pest control when
necessary which Tenant shall be required to pay (at Landlord's reasonable cost
therefor); (f) janitorial services in and about the Demised Premises, pursuant
to specifications set out in Exhibit E attached hereto and made a part hereof;
(g) security services for the Common Areas of the Building; and (h) if
applicable, elevator and/or escalator service provided, however, that use of the
freight elevator must be scheduled in advance with Landlord's representative.
Additionally, Landlord shall manage, operate and administer the Building.

         16.02 Landlord shall maintain the name of Tenant on the Building
directory. In the event Tenant shall require additional or substitute listings
on the Building directory, Landlord shall, to the extent space for such
additional or substitute listing is available (as determined by Landlord, in its
sole discretion) maintain such listings and Tenant shall pay to Landlord an
amount equal to Landlord's standard charge for such listings.

         16.03 Landlord reserves the right, without any liability to Tenant, to
stop service of any of the heating, ventilating, air conditioning, electric,
sanitary, elevator or other Building systems serving the Demised Premises, or
the rendition of any of the other services required of Landlord under this
lease, whenever and for so long as may be necessary, by reason of accidents,
emergencies, strikes or the making of repairs or changes which Landlord is
required by this lease or by law to make or in good faith deems necessary, by
reason of difficulty in securing proper supplies of fuel, steam, water,
electricity, labor or supplies, or by reason of any other cause beyond
Landlord's reasonable control.





                                       33


<PAGE>   37

         16.04 For purposes of this Article 16 and as otherwise applicable under
this lease, unless the context otherwise specifies or requires, the following
terms shall have the meanings herein specified;

              (a) "Building" shall mean the building and the land and other real
property in the parcel more particularly described on Exhibit "A" hereto, and
all other improvements on or appurtenances to said parcel. The Building,
together with such land, improvements and appurtenances, has been subjected to
the condominium form of ownership, and now constitutes a portion of the Office
Unit in the Condominium (as hereinafter defined). Unless otherwise indicated,
all references herein to the Building shall be deemed to mean the office Unit
for so long as the Condominium is in existence.

              (b) "Business Day" shall mean Monday through Saturday, but
excludes all federal and state holidays, or the days on which the holidays are
designated for observance, including, without limitation: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

              (c) "Business Hours" shall mean 8:00 a.m. through 6:00 p.m.,
Monday through Friday, and 8:00 a.m. through 1:00 p.m., Saturday, on all
Business Days.

              (d) "Calendar Year" shall mean any period during the initial term
of this lease or any extended term of this lease, commencing on January 1 and
ending on the next following December 31.

              (e) "Common Areas" shall mean all interior and exterior common
areas, including, but not limited to, parking areas, driveways, building signs,
landscaping, paving, sidewalks, hallways, stairways, escalators, elevators,
common entrances, lobbies, restrooms and other similar public areas and access
ways, that are designated by Landlord for the non-exclusive use of the tenants
of the Building,

              (f) "Condominium" shall mean the Crossroads Condominium created
pursuant to that certain Master Deed dated as of December 28, 1994 and recorded,
as the same may, from time to time, be amended (the "Master Deed"), which
subjected the Building and an area of approximately 101 acres to the condominium
form of ownership consisting of three (3) condominium units, the Office Unit
(the "Office Unit"), the Hotel Unit, which is part of the same structure as the
office Unit, and the Development unit, an area of approximately 77 acres of
vacant land Landlord presently intends to develop for retail or other purposes,
The Office Unit and the Hotel Unit are located upon the approximately 34 acre
Tower Site portion of the Condominium, as more particularly described in the
Condominium Documents (as hereinafter defined).

              (g) "Condominium Documents" shall mean the Master Deed, By-Laws
and Certificate of Incorporation for the Condominium, as the same may, from time
to time, be amended.





                                       34

<PAGE>   38

         16.05 Landlord shall provide Tenant, at no additional cost, for the
non-exclusive use of Tenant, the Building's parking facilities together with the
other occupants of the Building. In addition, Tenant shall have the exclusive
right to use ten (10) specific parking spaces located in the reserved parking
area of the Building as designated by Landlord. Landlord shall maintain at the
Building at least the minimum number of parking spaces required by applicable
law.

                                   ARTICLE 17

                  ACCESS, CHANGES in BUILDING FACILITIES, NAME

         17.01 All portions of the Building except the inside surfaces of all
walls, windows and doors bounding the Demised Premises (including exterior
Building walls, core corridor walls and doors and any core corridor entrance)
and any space in or adjacent to the Demised Premises used for shafts, stacks,
pipes, conduits, fan rooms, ducts, electric or other utilities, sinks or other
Building facilities, and the use thereof, as well as access thereto through the
Demised Premises for the purpose of operation, maintenance, decoration and
repair, are reserved to Landlord.

         17.02 Tenant shall permit Landlord to install, use, replace and
maintain pipes, ducts and conduits within the demising walls, bearing columns
and ceilings of the Demised Premises.

         17.03 Landlord or Landlord's agent shall have the right, upon
reasonable advance notice (except in emergency under clause (ii) hereof) to
enter and/or pass through the Demised Premises or any part thereof, at
reasonable times during regular hours, (i) to examine the Demised Premises and
to show them to the fee owners, lessors of superior leases, holders of superior
mortgages, or prospective purchasers, mortgagees or lessees of the Building as
an entirety, and (ii) for the purpose of making such repairs or changes in or to
the Demised Premises or in or its facilities, as may be provided for by this
lease or as may be mutually agreed upon by the parties or as Landlord may be
required to make by law or in order to repair and maintain said structure or its
fixtures or facilities. Tenant shall have the right to have a representative of
Tenant accompany Landlord in its entry into the Demised Premises (except in
emergency situations if a representative of Tenant is not available), and
Landlord shall abide by any of Tenant's reasonable security precautions.
Landlord shall be allowed to take all materials into and upon the Demised
premises that may be required for such repairs, changes, repairing or
maintenance, without liability to Tenant, Landlord shall also have the right to
enter on and/or pass through the Demised Premises, or any part thereof, at such
times as such entry shall be required by circumstances of emergency affecting
the Demised Premises or said structure. Landlord shall exercise its reasonable
efforts to minimize any interference with Tenant's business in the Demised
Premises during any entry therein, but nothing herein contained should be
construed to impose upon Landlord any obligation to employ overtime labor.

         17.04 During the period of nine (9) months prior to the Initial Term
Expiration Date Landlord may exhibit the Demised




                                       35


<PAGE>   39

Premises to prospective tenants upon prior reasonable notice to Tenant. Tenant
shall have the right to have a representative of Tenant accompany Landlord in
its entry into the Demised Premises.

         17.05 Landlord reserves the right, without incurring any liability to
Tenant therefor, to make such changes in or to the Building and the fixtures and
equipment thereof, as well as in or to the street entrances, halls, passages,
elevators, escalators and stairways thereof, as it may deem necessary or
desirable, provided that the same shall not materially adversely affect access
to or use of the Building or the Demised Premises or the elevator service
provided thereto.

         17.06 Landlord may adopt any name for the Building and Landlord
reserves the right to change the name or address of the Building at any time
upon prior reasonable notice to Tenant.

         17.07 For the purposes of this Article, the term "Landlord". shall
include lessors of leases and the holders of mortgages to which this lease is
subject and subordinate as provided in Article 5.

                                   ARTICLE 18

                               NOTICE OF ACCIDENTS

         18.01 Tenant shall give notice to Landlord, promptly after Tenant
learns thereof, of (i) any accident in or about the Demised Premises for which
Landlord might be liable, (ii) all fires in the Demised Premises, (iii) all
damages to or defects in the Demised Premises, including the fixtures, equipment
and appurtenances thereof, for the repair of which Landlord might be
responsible, and (iv) all damage to or defects in any parts or appurtenances of
the Building's sanitary, electrical, heating, ventilating, air-conditioning,
elevator and other systems located in or passing through the Demised Premises or
any part thereof.

                                   ARTICLE 19

                        Non-Liability AND INDEMNIFICATION

         19.01 Neither Landlord nor any agent or employee of Landlord shall be
liable to Tenant for any injury or damage to Tenant or to any other person or
for any damage to, or loss (by theft or otherwise) of, any property of Tenant or
of any other person, irrespective of the cause of such injury, damage or loss,
unless caused by or due to the negligence of Landlord, its agents, contractors
or employees occurring within the scope of their respective employments, it
being understood that no property, other than such as might normally be brought
upon or kept in the Demised Premises as incident to the reasonable use of the
Demised Premises for the purpose herein permitted, will be brought upon or be
kept in the Demised Premises.

         19.02 Tenant shall indemnify and save harmless Landlord and its agents
against and from (a) any and all claims, costs or expenses (including, but not
limited to reasonable counsel fees) (i) arising from (x) the conduct or
operations conducted in the




                                       36

<PAGE>   40

Demised Premises or of any business therein, or (y) any work or thing whatsoever
done, or any condition created by Tenant in or about the Demised Premises during
the term of this lease or during the period of time, if any, prior to the Term
Commencement Date that Tenant may have been given access to any portion of the
Demised Premises, or (ii) arising from any negligent or otherwise wrongful act
or omission of Tenant or any of its subtenants or licensees or its or their
employees, agents or contractors, and (b) all costs, expenses and liabilities
incurred in or in connection with each such claim or action or proceeding
brought thereon. In case any action or proceeding be brought against Landlord by
reason of any such claim, Tenant, upon notice from Landlord shall from time to
time, pay all of Landlord's reasonable costs and expenses incurred to resist and
defend such action or proceeding. In no event shall Tenant be obligated to
indemnify and hold Landlord harmless from any damage, liability, cost or
expense, which is determined to have been caused by the negligence, wrongful act
or omission of Landlord or its employees, agents or contractors.

         19.03 Except as otherwise expressly provided in this lease, this lease
and the obligations of Tenant hereunder shall be in no wise affected, impaired
or excused because Landlord is unable to fulfill, or is delayed in fulfilling,
any of its obligations under this lease by reason of strike, other labor
trouble, governmental pre-emption or priorities or other controls in connection
with a national other public emergency or shortages of fuel, supplies or labor
resulting therefrom, acts of God or other like cause beyond Landlord's
reasonable control, and Tenant shall have no right of offset against any fixed
rent or additional rent due hereunder for any reason whatsoever.

         19.04 Landlord shall indemnify and save harmless Tenant and its agents
against and from (a) any and all claims, costs or expenses (including, but not
limited to reasonable counsel fees) (i) arising from (x) the conduct or
operations conducted in the Common Areas, or (y) any work or thing whatsoever
done, or any condition created in or about the Common Areas, or (ii) arising
from any negligent or otherwise wrongful act or omission of Landlord or any of
its subtenants or licensees or its or their employees, agents or contractors,
and (b) all costs, expenses and liabilities incurred in or in connection with
each such claim or action or proceeding brought thereon. In case any action or
proceeding be brought against Tenant by reason of any such claim, Landlord, upon
notice from Tenant shall from time to time, pay all of Tenant's reasonable costs
and expenses incurred to resist and defend such action or proceeding. In no
event shall Landlord be obligated to indemnify and hold Tenant harmless from any
damage, liability, cost or expense, which is determined to have been caused by
the negligent, wrongful act or omission of Tenant or its employees, agents or
contractors.

                                   ARTICLE 20

                              DESTRUCTION OR DAMAGE

         20.01 If the Building or the Demised Premises shall be partially or
totally damaged or destroyed by fire or other cause, then, whether or not the
damage or destruction shall have re-




                                       37

<PAGE>   41

sulted from the fault or neglect of Tenant, or its employees, agents or visitors
(and if this lease shall not have been terminated as in this Article hereinafter
provided), Landlord shall repair the damage and restore and rebuild the
Building and/or the Demised Premises to substantially the same condition as
existed prior to the damage, at its expense, with reasonable dispatch after
notice to it of the damage or destruction; provided, however, that Landlord
shall not be required to repair or replace any of Tenant's Property nor to
restore any of Tenant's initial installations in and to the Demised Premises.

         20.02 If the Building or the Demised Premises shall be partially
damaged or partially destroyed by fire or other cause, the rents payable
hereunder shall be abated to the extent that the Demised Premises shall have
been rendered untenantable and for the period from the date of such damage or
destruction to the date the damage shall be repaired or restored. If the Demised
Premises or a major part thereof shall be totally (which shall be deemed to
include substantially totally) damaged or destroyed or rendered completely
(which shall be deemed to include substantially completely) untenantable on
account of fire or other cause, the rents shall abate as of the date of the
damage or destruction and until Landlord shall repair, restore and rebuild the
Building and the Demised Premises, provided, however, that should Tenant
reoccupy a portion of the Demised Premises during the period the restoration
work is taking place and prior to the date that the same are made completely
tenantable, rents allocable to such portion shall be payable by Tenant from the
date of such occupancy.

         20.03 If the Building or the Demised Premises shall be totally damaged
or destroyed by fire or other cause, or if the Building shall be damaged or
destroyed by fire or other cause (whether or not the Demised Premises are
damaged or destroyed) as to require a reasonably estimated expenditure of more
than fifty (50%) percent of the full insurable value of the Building immediately
prior to the casualty, then in either such case Landlord may terminate this
lease by giving Tenant notice to such effect within sixty (60) days after the
date of the casualty. In case of any damage or destruction mentioned in this
Section 20.03 Tenant may terminate this lease, by notice to Landlord, if
Landlord has not completed the making of the required repairs and restored and
rebuilt the Building and the Demised Premises within twelve (12) months from the
date of such damage or destruction, or within such period after such date (not
exceeding six (6) months) as shall equal the aggregate period Landlord may have
been delayed in doing so by adjustment of insurance, labor trouble, governmental
controls, act of God, or any other cause beyond Landlord's reasonable control.
Additionally, Landlord shall, as soon as reasonably practicable, obtain an
estimate of the time required to complete the repair or restoration and promptly
notify Tenant of such estimated time. Tenant may terminate this lease, by notice
to Landlord, if the estimated time to complete such repair or restoration
exceeds nine (9) months.

         20.04 No damages, compensation or claim shall be payable by Landlord
for inconvenience, loss of business or annoyance arising





                                       38

<PAGE>   42

from any repair or restoration of any portion of the Demised Premises or of the
Building pursuant to this Article.

         20.05 Notwithstanding any of the foregoing provisions of this Article,
if Landlord or the lessor of any superior lease or the holder of any superior
mortgage shall be unable to collect all of the insurance proceeds (including
rent insurance proceeds) applicable to damage or destruction of the Demised
Premises or the Building by fire or other cause, by reason of Tenant's refusal
or failure to cooperate with Landlord and/or its agents or employees in
connection with the settlement of Landlord's insurance claim (other than any
failure or refusal so to cooperate arising directly out of Tenant's acts or
omissions to act in its capacity, if any, as counsel to Landlord's insurance
carrier) then, without prejudice to any other remedies which may be available
against Tenant, there shall be no abatement of Tenant's rents, but the total
amount of such rents not abated (which would otherwise have been abated) shall
not exceed the amount of the uncollected insurance proceeds.

         20.06 Landlord will not carry insurance of any kind on Tenant's
Property and shall not be obligated to repair any damage thereto or replace the
same.

         20.07 The provisions of this Article shall be considered an express
agreement governing any case of damage or destruction of the Demised Premises by
fire or other casualty, and any code or statute providing for a contingency in
the absence of an express agreement, and any other law of like import, now or
hereafter in force, shall have no application in such case.

                                   ARTICLE 21

                                 EMINENT DOMAIN

         21.01 If the whole of the Building shall be lawfully taken by
condemnation or in any other manner for any public or quasi-public use or
purpose, this lease and the term and estate hereby granted shall forthwith
terminate as of the date of vesting of title in such taking (which date is
hereinafter also referred to as the "date of the taking"), and the fixed rent
and additional rent due hereunder shall be prorated and adjusted as of such
date.

         21.02 If only a part of the Building shall be so taken, this lease
shall be unaffected by such taking, except that Tenant may elect to terminate
this lease in the event of a partial taking, only if the remaining area of the
Demised Premises shall not be reasonably sufficient for Tenant to continue
feasible operation of its business. Tenant shall give notice of such election to
Landlord not later than thirty (30) days after (i) notice of such taking is
given by Landlord to Tenant, or (ii) the date of such taking, whichever occurs
sooner. Upon the giving of such notice by Tenant this lease shall terminate on
the date of such taking and the fixed rent and additional rent due hereunder
shall be prorated as of such termination date. Upon such partial taking and this
lease continuing in force as to any part of the Demised Premises, the rents
apportioned to the part taken shall be prorated and adjusted as of the date of
taking and from




                                       39

<PAGE>   43

such date the fixed rent for the Demised Premises and additional rent shall be
payable pursuant to Article 4 according to the rentable area remaining.

         21.03 Landlord shall be entitled to receive the entire award in any
proceeding with respect to any taking provided for in this Article without
deduction therefrom for any estate vested in Tenant by this lease and Tenant
shall receive no part of such award, except as hereinafter expressly provided in
this Article. Tenant hereby expressly assigns to Landlord all of its right,
title and interest in or to every such award. Notwithstanding anything herein to
the contrary, Tenant may, at its sole cost and expense, make a claim with the
condemning authority for Tenant's moving expenses, the value of Tenant's
fixtures or Tenant's Changes which would not become part of the Building or
property of the Landlord upon the expiration or sooner termination of the term
of this lease, provided however that Landlord's award is not thereby reduced or
otherwise adversely affected.

         21.04 If the temporary use or occupancy of all or any part of the
Demised Premises shall be lawfully taken by condemnation or in any other manner
for any public or quasi-public use or purpose during the term of this lease,
Tenant shall be entitled, except as hereinafter set forth, to receive that
portion of the award for such taking which represents compensation for the use
and occupancy of the Demised Premises and, if so awarded, for the taking of
Tenant's Property and for moving expenses, and Landlord shall be entitled to
receive that portion which represents reimbursement for the cost of restoration
of the Demised Premises. This lease shall be and remain unaffected by such
taking and Tenant shall continue responsible for all its obligations hereunder
insofar as such obligations are not affected by such taking and shall continue
to pay in full the fixed rent and additional rent when due provided, however,
that the Tenant shall have the right to terminate this lease if such a temporary
taking continues for more than six (6) months. It the period of temporary use of
occupancy shall extend beyond the Initial Term Expiration Date, that part of the
award which represents compensation for the use or occupancy of the Demised
Premises (of a part thereof) shall be divided between Landlord and Tenant so
that Landlord shall receive so much thereof as represents the period subsequent
to the Initial Term Expiration Date. All moneys received by Landlord as, or as
part of, an award for temporary use and occupancy for the period beyond the date
to which the rents hereunder have been paid by Tenant, but prior to the Initial
Term Expiration Date, shall be received, held and applied by Landlord as a trust
fund for payment of the fixed rent and additional rent due hereunder.

         21.05 In the event of any taking of less than the whole of the Building
which does not result in a termination of this lease, or in the event of a
taking for a temporary use of occupancy of all or any part of the Demised
Premises which does not extend beyond the Initial Term Expiration Date,
Landlord, at its expense, and to the extent any award or awards shall be
sufficient for the purpose, shall proceed with reasonable diligence to repair,
alter and restore the remaining parts of the Building and the Demised Premises
to substantially a building standard condition to the extent that the same may
be feasible




                                       40

<PAGE>   44

and so as to constitute a complete and tenantable Building and Demised Premises.

         21.06 Any dispute which may arise between the parties with respect to
the meaning or application of any of the provisions of this Article shall be
determined by arbitration in the manner provided in Article 34.

                                   ARTICLE 22

                                EXTENSION OF TERM

         22.01 Provided Tenant shall not be in default of any terms or
conditions of this lease (which continues after the expiration of any
applicable grace period after the giving of notice, if any, required hereunder)
on the date the Extension Notice (as hereinafter defined) is given, Tenant shall
have the option (hereinafter called the "Extension Option") to extend this lease
for a term (hereinafter called the "Extended Term") of four (4) years commencing
on the date (hereinafter called the "Extended Term Commencement Date") that is
the day following the Initial Term Expiration Date and, unless sooner terminated
as herein provided, ending on the date (hereinafter called the "Extended Term
Expiration Date") that is the day immediately preceding the fourth (4th)
anniversary of the Extended Term Commencement Date by giving Landlord written
notice (hereinafter called the "Extension Notice") of its intention to do so at
least eight (8) months prior to the Initial Term Expiration Date. If Tenant
shall give the Extension Notice to Landlord within the time and in the manner
hereinabove provided, the Extension Option shall be deemed to be irrevocably
exercised (except as set forth herein) and this lease shall be deemed extended
for the Extended Term upon all of the terms, covenants and conditions provided
for the Initial Term except that:

              (a) any terms or conditions of this Lease that are expressly or by
their nature inapplicable to the Extended Term shall not apply during the same;

              (b) the fixed rent payable during each year of the Extended Term
shall be an amount equal to ninety-five percent (95%) of the Fair Market Rental
Value (as hereinafter defined), payable in equal monthly installments; and

              (c) all reference to the Initial Term Expiration Date shall be
deemed changed to, and shall be deemed to mean, the Extended Term Expiration
Date. 

        Conversely, if Tenant shall fail to give the Extension Notice to
Landlord within the time and in the manner hereinabove provided, or if any of
the conditions to Tenant's exercise of the Extension Option have not been
satisfied, the Extension Option shall be deemed waived by Tenant and of no force
or effect. Within thirty (30) days after the written request of either Landlord
or Tenant, the parties shall enter into a supplementary agreement in any
reasonable form confirming whether the Extension Option has been exercised in
accordance with this Article.




                                       41
<PAGE>   45

         22.02 In the event Tenant shall have extended the term of the lease for
the Extended Term within the time and in the manner provided in Section 22.01
above, the "Fair Market Rental Value" of the Demised Premises, shall be
determined as hereinafter provided and calculated as of the day that is four (4)
months prior to the Extended Term Commencement Date on the basis of a new
letting of the Demised Premises on an "as is" basis. The Fair Market Rental
Value shall be determined jointly by Landlord and Tenant not later than the day
(hereinafter called the "Determination Date") that shall be thirty (30) days
following the date the Extension Notice is given. If Landlord and Tenant agree
upon such Fair Market Rental Value, such agreement shall be confirmed in a
writing (hereinafter called a "Rental Agreement") to be executed by Landlord and
Tenant in any reasonable form not later than the Determination Date. In the
event that Landlord and Tenant shall have failed to join in executing a Rental
Agreement on or before the Determination Date, then the Fair Market Rental Value
for each year of the Extended Term shall be determined by arbitration as
follows:

              (a) Landlord and Tenant shall each appoint an arbitrator by
written notice given to the other party hereto not later than thirty (30) days
after the Determination Date. If either Landlord or Tenant shall have failed to
appoint an arbitrator within such period of time and, thereafter, shall have
failed to do so by written notice given within a period of five (5) days after
notice by the other party requesting the appointment of such arbitrator, then
such arbitrator shall be appointed by the American Arbitration Association or
its successor (the branch office of which is located in or closest to the
Demised Premises) upon request of either Landlord or Tenant, as the case may be;

              (b) the two (2) arbitrators appointed as above provided shall
attempt to reach an agreement as to such Fair Market Rental Value, and, in the
event that they are unable to do so within thirty (30) days after their joint
appointment, they shall appoint a third (3rd) arbitrator by written notice given
to both Landlord and Tenant, and, if they fail to do so by written notice given
within thirty (30) days after their appointment, such third (3rd) arbitrator
shall be appointed as above provided for the appointment of an arbitrator in the
event either party fails to do so;

              (c) all of such arbitrators shall be real estate appraisers having
not less than ten (10) years experience in appraising the value of leasehold
interests in real estate similar to the Building located in Bergen County, New
Jersey and whose appraisals are acceptable to savings banks or life insurance
companies doing business in the State of New Jersey; and

              (d) the three (3) arbitrators, selected as aforesaid, forthwith
shall convene and render their decision in accordance with the then applicable
rules of the American Arbitration Association or its successor, which decision
shall be strictly limited to a determination of the Fair Market Rental Value,
within thirty (30) days after the appointment of the third (3rd) arbitrator. The
decision of such arbitrators shall be in




                                       42

<PAGE>   46
writing, and the vote of the majority of them shall be the decision of all and,
insofar as the same is in compliance with the provisions and conditions of this
Section, shall be binding upon Landlord and Tenant. Duplicate original
counterparts of such decision shall be sent forthwith by the arbitrators by
certified mail, return receipt requested, to both Landlord and Tenant. The
arbitrators, in arriving at their decision, shall be entitled to consider all
testimony and documentary evidence that may be presented at any hearing, as well
as facts and data that the arbitrators may discover by investigation and inquiry
outside of such hearings. If, for any reason whatsoever, a written decision of
the arbitrators shall not be rendered within thirty (30) days after the
appointment of the third (3rd) arbitrator, then, at any time thereafter before
such decision shall have been rendered, either party may apply to a court of law
sitting in Bergen County and having jurisdiction by action, proceeding, or
otherwise (but not by a new arbitration proceeding), as may be proper to
determine the question in dispute consistently with the provisions of this
Lease. The cost and expense of such arbitration, action, proceeding, or
otherwise shall be borne equally by Landlord and Tenant, but Landlord and Tenant
shall each pay their own attorneys' fees and disbursements. 

Notwithstanding anything to the contrary contained in this Article, the fixed
rent payable during any year of the Extended Term shall in no event be less than
the fixed rent payable during the last year of the Initial Term; provided
however that in the event that the Fair Market Rental Value is determined to be
less than the fixed rent payable during the last year of the Initial Term,
Tenant shall have the right, within ten (10) days after such determination is
made, time being of the essence, to revoke its election to extend the term of
the Lease.

                                   ARTICLE 23

                             INTENTIONALLY OMITTED.


                                   ARTICLE 24

                                    SURRENDER


         24.01 On the last day of the term of this lease, or upon any earlier
termination of this lease as provided hereunder or upon any re-entry by Landlord
upon the Demised Premises, Tenant shall quit and surrender the Demised Premises
to Landlord in good order, condition and repair, except for ordinary wear and
tear and damage from casualty, and Tenant shall remove all of Tenant's Property
therefrom except as otherwise expressly provided in this lease and shall restore
the Demised Premises wherever such removal results in damage thereto.

         24.02 In the event Tenant remains in possession of the Demised
Premises, after the Initial Term Expiration Date or the date of sooner
termination of this lease, Tenant, at the option of Landlord, shall be deemed to
be occupying the Demised Premises as a holdover tenant from month-to-month, at a
monthly rent equal to (i) 150% of the monthly installment of fixed rent payable
during the last month of the term of this lease, plus (ii) one-twelfth (1/12th)
of the additional rent payable during the




                                       43

<PAGE>   47

last year of the term of this lease, subject to all of the other terms and
obligations of this lease insofar as the same are applicable to a month-to-month
tenancy.


                                   ARTICLE 25

                            CONDITIONS OF LIMITATION

         25.01 To the extent permitted by applicable law, this lease, and the
term and estate hereby granted, are subject to the limitation that, whenever
Tenant shall be unable to pay its debts generally as they become due, or shall
make an assignment of the property of Tenant for the benefit of creditors, or
shall consent to, or acquiesce in, the appointment of a liquidator receiver,
trustee, or other custodian of itself or the whole or any part of its properties
or assets, or shall commence a voluntary case for relief under the United States
Bankruptcy Code or file a petition or take advantage of any bankruptcy or
insolvency act or applicable law of like import, or whenever an involuntary case
under the United States Bankruptcy Code shall be commenced against Tenant, or if
a petition shall be filed against it seeking similar relief under any bankruptcy
or insolvency or other applicable law of like import, or whenever a receiver,
liquidator, trustee, or other custodian of Tenant, or of, or for, substantially
all of the property of, Tenant shall be appointed without Tenant's consent or
acquiescence, then, Landlord (a) at any time after receipt of notice of the
occurrence of any such event, or (b) if such event occurs without the
acquiescence of Tenant, at any time after the event continues for one hundred
twenty (120) days, may give Tenant a notice of intention to end the term of this
lease at the expiration of five (5) days from the date of service of such notice
of intention, and, upon the expiration of said five (5) day period, this lease
and the term and estate hereby granted, whether or not the term shall
theretofore have commenced, shall terminate with the same effect as if that day
were the initial Term Expiration Date, but Tenant shall remain liable for
damages as provided in Article 27. As used in this Section 25.01, the term
"Tenant" shall mean the then owner and holder of the interest and estate of the
tenant under this lease.

         25.02 This lease and the term and estate granted are subject to the
further limitation that:

              (a) whenever Tenant shall default in the payment of any
installment of fixed rent, or in the payment of any additional rent or any other
charge payable by Tenant to Landlord, on any day upon which the same ought to be
paid, and such default shall continue for five (5) days after written notice
from Landlord, or

              (b) whenever Tenant shall do or permit anything to be done,
whether by action or inaction, contrary to any of Tenant's obligations
hereunder, and if such situation shall continue and shall not be remedied by
Tenant within fifteen (15) days after Landlord shall have given to Tenant a
notice specifying the same, or in the case of a happening or default which
cannot with due diligence be cured within a period of fifteen (15) days and the
continuance of which for the period required for cure will not subject Landlord
to the risk of criminal liability (as more




                                       44
<PAGE>   48

particularly described in Section 8.02) or termination of any superior lease or
foreclosure of any superior mortgage, if Tenant shall not, (i) within said
fifteen (15) day period advise Landlord of Tenant's intention to duly institute
all steps necessary to remedy such situation, (ii) duly institute within said
fifteen (15) day period, and thereafter diligently prosecute to completion all
steps necessary to remedy the same and (iii) complete such remedy within such
time after the date of the giving of said notice of Landlord as shall reasonably
be necessary, or

              (c) whenever any event shall occur or any contingency shall arise
whereby this lease or the estate hereby granted or the unexpired balance of the
term hereof would, by operation of law or otherwise, devolve upon or pass to any
person, firm or corporation other than Tenant, except as expressly permitted by
Article 7, or

then in any of said cases set forth in the foregoing Subsections (a), (b), and
(c) Landlord may give to Tenant a notice of intention to end the term of this
lease at the expiration of five (5) days from the date of the service of such
notice of intention, and upon the expiration of said five (5) days this lease
and the term and estate hereby granted, whether or not the term shall
theretofore have commenced, shall terminate with the same effect as if that day
were the Initial Term Expiration Date, but Tenant shall remain liable for
damages as provided in Article 27.

                                   ARTICLE 26

                              RE-ENTRY BY LANDLORD

         26.01 If Tenant shall default in the payment of any installment of
fixed rent, or of any additional rent, on any date upon which the same is to be
paid, and if such default shall continue for five (5) days after Landlord shall
have given to Tenant a notice specifying such default, or if this lease shall
expire as in Article 25 provided, Landlord or Landlord's agents and employees
may immediately or at any time thereafter in accordance with all applicable laws
re-enter the Demised Premises, or any part thereof, either by summary dispossess
proceedings or by any suitable action or proceeding at law, or by force or
otherwise, without being liable to indictment, prosecution or damages therefor,
any may repossess the same, any may remove any persons therefrom, to the end
that Landlord may have, hold and enjoy the Demised Premises again as and of its
first estate and interest therein. The word re-enter, as herein used, is not
restricted to its technical legal meaning. In the event of any termination of
this lease under the provisions at Article 25 or if Landlord shall re-enter the
Demised Premises under the provisions of this Article or in the event of the
termination of this lease, or of re-entry, by or under any summary dispossess or
other proceeding or action or any provision of law by reason of default
hereunder on the part of Tenant, Tenant shall thereupon pay to Landlord the
fixed rent and additional rent payable by Tenant to Landlord up to the time of
such termination of this lease, or of such recovery of possession of the Demised
Premises by Landlord, as




                                       45

<PAGE>   49

the case may be, and shall also pay to Landlord damages as provided in Article
27.

         26.02 In the event of a breach or threatened breach by Tenant of any of
its obligations under this lease, Landlord shall also have the right of
injunction. The special remedies to which Landlord way resort hereunder are
cumulative and are not intended to be exclusive of any other remedies or means
of redress to which Landlord may lawfully be entitled at any time and Landlord
may invoke any remedy allowed at law or in equity as if specific remedies were
not provided for herein.

         26.03 If this lease shall terminate under the provisions of Article 25,
or if Landlord shall re-enter the Demised Premises under the provisions of this
Article, or in the event of the termination of this lease, or of re-entry, by or
under any summary dispossess or other proceeding of action or any provision of
law by reason of default hereunder on the part of Tenant, Landlord shall be
entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as
advance fixed rent or additional rent, security or otherwise, but such moneys
shall be credited by Landlord against any fixed rent or additional rent due from
Tenant at the time of such termination or re-entry or, at Landlord's option,
against any damages payable by Tenant under Article 27 or pursuant to law.

                                   ARTICLE 27

                                     DAMAGES

         27.01 If this lease is terminated under the provisions of Article 25,
or if Landlord shall re-enter the Demised Premises under the provisions of
Article 26, or in the event of the termination of this lease, or of re-entry, by
or under any summary dispossess or other proceeding or action or any provision
of law by reason of default hereunder on the part of Tenant, Tenant shall pay to
Landlord as damages, at the election of Landlord, either:

              (a) a sum which at the time of such termination of this lease or
at the time of any such re-entry of Landlord, as the case may be, represents the
present value (discounted to the then prime rate) of the excess, if any, of

                  (1) the aggregate of the fixed rent and the additional rent
payable hereunder which would have been payable by Tenant (conclusively
presuming the additional rent to be the same as was payable for the year
immediately preceding such termination) for the period commencing with such
earlier termination of this lease or the date of any such re-entry, as the case
may be, and ending with the Initial Term Expiration Date, had this lease not so
terminated or had Landlord not so re-entered the Demised Premises, over

                  (2) the aggregate rental value of the Demised Premises for the
same period, or

              (b) sums equal to the fixed rent and the additional rent (as above
presumed) payable hereunder which would have been




                                       46

<PAGE>   50

payable by Tenant had this lease not so terminated or had Landlord not so
re-entered the Demised Premises, payable upon the due dates therefor specified
herein following such termination or such re-entry and until the Initial Term
Expiration Date, provided, however, that if Landlord shall relet the Demised
Premises during said period, Landlord shall credit Tenant with the net rents
received by Landlord from such reletting such net rents to be determined by
first deducting from the gross rents as and when received by Landlord from such
reletting any and all expenses incurred or paid by Landlord in terminating this
lease or in re-entering the Demised Premises and in securing possession thereof,
as well as the expenses of reletting allocable to the balance of the Initial
Term, including altering and preparing the Demised Premises for new tenants,
brokers' commissions, counsel fees and all other expenses properly chargeable
against the Demised Premises and the rental therefrom; it being understood that
any such reletting may be for a period shorter or longer than the remaining term
of this lease; but in no event shall Tenant be entitled to receive any excess of
such net rents over the sums payable by Tenant to Landlord hereunder, nor shall
Tenant be entitled in any suit for the collection of damages pursuant to this
Subsection to a credit in respect of any net rents from a reletting, except to
the extent that such net rents are actually received by Landlord. If the Demised
Premises or any part thereof should be relet in combination with other space,
then proper apportionment on a square foot basis (for equivalent space) shall be
made of the rent received from such reletting and of the expenses of reletting.

If the Demised Premises or any part thereof be relet by Landlord for the
unexpired portion of the term of this lease, or any part thereof, before
presentation of proof of such damages to any court, commission or tribunal, the
amount of rent reserved upon such releting shall, prima facie, be the fair and
reasonable rental value for the Demised Premises, or part thereof, so relet
during the term of the reletting.

         27.02 Suit or suits for the recovery of such damages, or any
installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the term of this lease would have expired if
it had not been so terminated under the provisions of Article 25, or under any
provision of law, or had Landlord not re-entered the Demised Premises. Nothing
herein contained shall be construed to limit or preclude recovery by Landlord
against Tenant of any sums or damages to which, in addition to the damages
particularly provided above, Landlord may lawfully be entitled by reason of any
default hereunder on the part of Tenant. Nothing herein contained shall be
construed to limit or prejudice the right of Landlord to prove for and obtain as
liquidated damages by reason of the termination of this lease or re-entry on the
Demised Premises for the default of Tenant under this lease, an amount equal to
the maximum allowed by any statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved whether or
not such amount be greater, equal to, or less than any of the sums referred to
in Section 27.01 and/or Section 27.02.




                                       47

<PAGE>   51

                                   ARTICLE 28

                                     WAIVERS

         28.01 Tenant, for Tenant, and on behalf of any and all persons
claiming through or under Tenant, including creditors of all kinds, does hereby
waive and surrender all right and privilege which they or any of them might
have under or by reason of any present or future law, to redeem the Demised
Premises or to have a continuance of this lease for the term hereby demised
after being dispossessed or ejected therefrom by process of law or under the
terms of this lease or after the termination of this lease as herein provided.

         28.02 In the event that Tenant is in arrears in payment of fixed rent
or additional rent hereunder, Tenant waives Tenant's right, if any, to
designate the items against which any payments made by Tenant are to be
credited, and Tenant agrees that Landlord may apply any payments made by Tenant
to any items it sees fit, irrespective of any notwithstanding any designation
or request by Tenant as to the items against which any such payments shall be
credited.

         28.03 Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought either against the other on any matter
whatsoever arising out of or in any way connected with this lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Demised
Premises, including any claim of injury or damage, or any emergency or other
statutory remedy with respect thereto.

         28.04 The provisions of Article 13 and 16 shall be considered express
agreements governing the services to be furnished by Landlord, and Tenant agrees
that any laws and/or requirements of public authorities, now or hereafter in
force, shall have no application in connection with any enlargement of
Landlord's obligations with respect to such services unless Tenant agrees, in
writing, to pay to Landlord, as additional rent, Landlord's reasonable charges
for any additional services provided.

                                   ARTICLE 29

                        NO OTHER WAIVER OR MODIFICATIONS


         29.01 The failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the obligations of
this lease, or to exercise any election herein contained, shall not be construed
as a waiver or relinquishment for the future of the performance of such one or
more obligations of this lease or of the right to exercise such election, but
the same shall continue and remain in full force and effect with respect to any
subsequent breach, act or omission. No executory agreement hereafter made
between Landlord and Tenant shall be effective to change, modify, waive,
release, discharge, terminate or effect an abandonment of this lease, in whole
or in part, unless such executory agreement is in writing, refers expressly to
this lease and is signed by the party against whom enforcement




                                       48

<PAGE>   52

of the change, modification, termination or effectuation of the abandonment is
sought.

         29.02 The following specific provisions of this Section 29.02 shall not
be deemed to limit the generality of any of the foregoing provisions of this
Article:

              (a) No agreement to accept surrender of all or any part of the
Demised Premises shall be valid unless in writing and signed by Landlord. The
delivery of keys to an employee of Landlord or of its agent shall not operate as
a termination of this lease or a surrender of the Demised Premises. If Tenant
shall at any time request Landlord to sublet the Demised Premises for Tenant's
account, Landlord or its agents is authorized to receive said keys for such
purposes without releasing Tenant from any of its obligations under this lease,
and Tenant hereby releases Landlord from any liability for loss or damage to any
of Tenant's property in connection with such subletting.

              (b) The receipt by Landlord of rent with knowledge of breach of
any obligation of this lease shall not be deemed a waiver of such breach.

              (c) No payment by Tenant or receipt by Landlord of a lesser amount
than the correct fixed rent or additional rent due hereunder shall be deemed to
be other than a payment on account, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment without prejudice to
Landlord's right to recover the balance or pursue any other remedy in this lease
or at law provided.

                                   ARTICLE 30

                    CURING TENANT'S DEFAULTS, ADDITIONAL RENT

         30.01 (a) If Tenant shall default in the performance of any of Tenant's
obligations under this lease, Landlord, without thereby waiving such default,
may (but shall not be obligated to) perform the same for the account and at the
expense of Tenant, without notice, in a case of emergency, and in any other
case, only if such default continues after the expiration of (i) three (3)
business days from the date Landlord gives Tenant notice of intention so to
do, or (ii) the applicable grace period provided in Section 25.02 or elsewhere
in this lease for cure of such default, whichever occurs later.

              (b) If Tenant is late in making any payment due to Landlord under
this lease for five (5) or more days, their interest shall become due and owing
to Landlord on such payment from the date when it was due computed at the
maximum lawful rate of interest.

         30.02 Bills for any expenses incurred by Landlord in connection with
any such performance by it for the account of Tenant, and bills for all costs,
expenses and disbursements of every kind and nature whatsoever, including
reasonable counsel fees, involved in collecting or endeavoring to collect the
fixed rent or additional rent or any part thereof or enforcing or en-





                                       49

<PAGE>   53

deavoring to enforce any rights against Tenant, under or in connection with this
lease, or pursuant to law, including any such cost, expense and disbursement
involved in instituting and prosecuting summary proceedings, as well as bills
for any property, material, labor or services provided, furnished, or rendered
by Landlord or at its instance to Tenant, may be sent by Landlord to Tenant
monthly, or immediately, at Landlord's option, and shall be due and payable in
accordance with the terms of such bills.

                                   ARTICLE 31

                                     BROKER

         31.01 Tenant and Landlord covenant, warrant and represent to each other
that they have had no negotiations or other dealings with any broker or finder
concerning the renting of the Demised Premises except for The Garibaldi Group
(the "Broker"). Landlord and Tenant agree to indemnify and hold the other
harmless against any claims for a brokerage commission arising out of any breach
of the foregoing covenant, warranty and representation. Landlord shall pay the
brokerage commission due the Broker pursuant to the terms of a separate
agreement.

                                   ARTICLE 32

                                    NOTICES

         32.01 Any notice, statement, demand or other communication required or
permitted to be given, rendered or made by either party to the other, pursuant
to this lease or pursuant to any applicable law or requirement of public
authority, shall be in writing (whether or not so stated elsewhere in this
lease) and shall be deemed to have been properly given, rendered or made, if
personally delivered or sent by registered or certified mail, return receipt
requested, or by reputable overnight courier (such as Federal Express),
addressed to the other party at the address hereinabove set forth, with a copy
of any notice to Landlord to be given simultaneously by like means to Pryor,
Cashman, Sherman & Flynn, 410 Park Avenue, New York, New York 10022, Attention:
Wayne B. Heicklen, Esq., and a copy of any notice to Tenant to be given
simultaneously by like means to Wilson, Sonsini, Goodrich & Rosati, 650 Page
Mill Road, Palo Alto, California 94304-1050, Attention: Real Estate Department,
Lauren Boro, Esq.; and shall be deemed to have been given, rendered or made on
the day same is received or, if rejected, the day the same is rejected. Either
party may, by notice as aforesaid, designate a different address or addresses
for notices, statements, demand or other communications intended for it.

                                   ARTICLE 33

                        ESTOPPEL CERTIFICATE, MEMORANDUM

         33.01 Each party agrees, at any time and from time to time, as
requested by the other party, upon not less than ten (10) days' prior notice, to
execute and deliver to the other a statement certifying (a) that this lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the




                                       50


<PAGE>   54

modifications) and whether any options granted to Tenant pursuant to the
provisions of this lease have been exercised, (b) certifying the dates to which
the fixed rent and additional rent certifying the dates to which the fixed rent
an have been paid and the amounts thereof, and stating whether or not, to the
best knowledge of the signer, the other party is in default in performance of
any of its obligations under this lease, and, if so, specifying each such
default of which the signer may have knowledge, it being intended that any such
statement delivered pursuant hereto may be relied upon by others with whom the
party requesting such certificate may be dealing.

                                   ARTICLE 34

                                   ARBITRATION

         34.01 Either party may request arbitration of any matter in dispute
only wherein arbitration is expressly provided in this lease as the appropriate
remedy. The party requesting arbitration shall do so by giving notice to that
effect to the other party, and both parties shall promptly thereafter jointly
apply to the American Arbitration Association (or any organization successor
thereto) in the City and County in which the Building is located for the
appointment of a single arbitrator.

         34.02 The arbitration shall be conducted in accordance with the then
prevailing rules of the American Arbitration Association (or any organization
successor thereto) in the City and County in which the Building is located. In
rendering such decision and award, the arbitrator shall not add to, subtract
from or otherwise modify the provisions of this lease.

         34.03 If for any reason whatsoever a written decision and award of the
arbitrator shall not be rendered within sixty (60) days after the appointment of
such arbitrator, then at any time thereafter before such decision and award
shall have been rendered either party may apply to the Superior Court of the
State of New Jersey or to any other court having jurisdiction and exercising the
functions similar to those now exercised by such court, by action, proceeding or
otherwise (but not by a new arbitration proceeding) as may be proper to
determine the question in dispute consistently with the provisions of this
lease.

         34.04 All the expenses of the arbitration shall be borne by the parties
equally.

                                   ARTICLE 35

                            NO OTHER REPRESENTATIONS,
                      CONSTRUCTION, GOVERNING LAW, CONSENTS

         35.01 Tenant expressly acknowledges and agrees that Landlord has not
made and is not making, and Tenant, in executing and delivering this lease, is
not relying upon, any warranties, representations, promises or statements except
to the extent that the same are expressly set forth in this lease or in any
other written agreement which may be made between the parties concurrently with
the execution and delivery of this lease and




                                       51

<PAGE>   55

shall expressly refer to this lease. This lease and said other written
agreement(s) made concurrently herewith are hereinafter referred to as the
"lease documents". It is understood and agreed that all understandings and
agreements heretofore had between the parties are merged in the lease documents,
which alone fully and completely express their agreements and that the same are
entered into after full investigation, neither party relying upon any statement
or representation not embodied in the lease documents, made by the other.

         35.02 If any of the provisions of this lease, or the application
thereof to any person or circumstances, shall, to any extent, be invalid or
unenforceable, the remainder of this lease, or the application of such provision
or provisions to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and every
provision of this lease shall be valid and enforceable to the fullest extent
permitted by law.

         35.03 This lease shall be governed by and construed in accordance with
the laws of the State of New Jersey.

         35.04 Wherever in this lease Landlord's consent or approval is
required, if Landlord shall refuse such consent or approval, Tenant in no event
shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby
waives any claim, for money damages (nor shall Tenant claim any money damages by
way of set-off, counterclaim or defense) based upon any claim or assertion by
Tenant that Landlord unreasonably withheld or unreasonably delayed its consent
or approval provided, however, the foregoing limitation shall not apply with
respect to any claim that Landlord has unreasonably withheld or delayed its
consent to an assignment or subletting proposed by Tenant. Except as provided
above, Tenant's sole remedy shall be an action or proceeding to enforce any such
provision, for specific performance, injunction or declaratory judgment.

                                   ARTICLE 36

                                  PARTIES BOUND

         36.01 The obligations of this lease shall bind and benefit the
successors and assigns of the parties with the same effect as if mentioned in
each instance where a party is named or referred to, except that no violation of
the provisions of Article 7 shall operate to vest any rights in any successor or
assignee of Tenant and that the provisions of this Article shall not be
construed as modifying the conditions of imitation contained in Article 25.
However, the obligations of Landlord under this lease shall not be binding upon
Landlord herein named with respect to any period subsequent to the transfer of
its interest in the Building as owner or lessee thereof and in event of such
transfer said obligations shall thereafter be binding upon each transferee of
the interest of Landlord herein named as such owner or lessee of the Building,
but only with respect to the period ending with a subsequent transfer within the
meaning of this Article.





                                       52

<PAGE>   56


         36.02 If Landlord shall be an individual, joint venture, tenancy in
common, co-partnership, unincorporated association, or other unincorporated
aggregate of individuals and/or entities or a corporation, Tenant shall look
only to such Landlord's estate and property in the Building (or the proceeds
thereof) and, where expressly so provided in this lease, for the satisfaction of
Tenant's remedies for the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default by
Landlord hereunder, and no other property or assets of such Landlord or any
partner, member, officer or director thereof, disclosed or undisclosed shall be
subject to levy, execution or other enforcement procedure for the satisfaction
of Tenant's remedies under or with respect to this lease, the relationship of
Landlord and Tenant hereunder or Tenant's use or occupancy of the Demised
Premises.

                                   ARTICLE 37

                      CERTAIN DEFINITIONS AND CONSTRUCTION

         37.01 For the purposes of this lease and all agreements supplemental to
this lease, unless the context otherwise requires the definitions set forth in
Exhibit D annexed hereto and made a part hereof shall be utilized.

         37.02 The various terms which are italicized and defined in other
Articles of this lease or are defined in Exhibits annexed hereto, shall have the
meanings specified in such other Articles and such Exhibits for ALL purposes of
this lease and all agreements supplemental thereto, unless the context shall
otherwise require.

                                   ARTICLE 38

                                  REFUSAL RIGHT

         38.01 Provided Tenant shall not be in default of any terms or
conditions of this lease (which continues after the expiration of any applicable
grace period after the giving of notice, it any, required hereunder) on the date
the Acceptance Notice (as such term is hereinafter defined) is given, Tenant
shall have the right of first refusal (hereinafter called the "Refusal Right")
with respect to the leasing of any remaining and unlet space on the third (3rd)
floor of the Building or in the space occupied by Barbara Ostrom an the
mezzanine (2nd) floor of the Building (hereinafter called the "Additional
Location") subject, however, to any similar rights granted to any other tenants
of the Building prior to the date hereof. The Refusal Right shall be exercisable
in accordance with, and shall be subject to and governed by, the terms,
covenants and conditions contained in this Article 38. In the event that
Landlord shall receive a bona fide third party offer (which need not be a lease,
but which must be binding upon the parties thereto) (hereinafter called a "Third
Party Offer") to lease the Additional Location or any portion thereof, which
Third Party offer Landlord desires to accept, Landlord shall send written notice
(hereinafter called the "Offer Notice") to Tenant to such effect. The Offer
Notice shall specify the material terms and conditions of the Third Party offer
including, without limitation, the rent payable




                                       53

<PAGE>   57


thereunder, a description of the Additional Location, the term of the proposed
letting (the "Additional Location Term") , and the commencement date of the
Additional Location Term (the "Additional Location Term Commencement Date")
Following its receipt of the Offer Notice, Tenant may exercise its Refusal Right
with respect to the portion of the Additional Location described in the Offer
Notice, if at all, upon, and subject to, the following terms and conditions:

              (a) Tenant shall send Landlord written notice (hereinafter called
the "Acceptance Notice") within ten (10) days after the Offer Notice has been
given that Tenant desires to exercise the Refusal Right with respect to the
Additional Location described in the Offer Notice in accordance with the terms
and conditions set forth therein; and

              (b) Tenant shall not be in breach or default of any terms,
covenants or conditions of this lease on the Tenant's part to be observed or
performed (beyond any period granted Tenant to cure any such breach or default)
on the date the Acceptance Notice is given.

If Tenant shall give the Acceptance Notice to Landlord within the time and in
the manner hereinabove provided, the Refusal Right shall be deemed to be
irrevocably exercised by Tenant and the terms and conditions of Section 38.02
below shall apply. Conversely, if Tenant shall fail to give the Acceptance
Notice to Landlord within the time and in the manner hereinabove provided for,
or if any of the conditions to Tenant's exercise of the Refusal Right have not
been satisfied, the Refusal Right shall be deemed waived by Tenant and of no
force or effect with respect to the Additional Location, and Landlord shall
thereafter be free to lease the Additional Location, and/or any portion thereof,
to any third party without any liability to Tenant and without the necessity of
complying with the terms and conditions of this Article 38. Notwithstanding the
foregoing, Landlord shall be obligated to re-offer the Additional Location to
Tenant in the event that either (a) Landlord has not consummated a lease with
the party making the Third Party offer within one-hundred and twenty (120) days
of the Offer Notice; or (b) Landlord intends to lease the Additional Location on
materially more favorable terms than the terms set forth in the Offer Notice. In
either such event, Landlord shall notify Tenant in writing of any new material
terms and conditions and Tenant may exercise its Refusal Right upon and subject
to the conditions set forth in subparagraphs (a) and (b) above.

         38.02 If Tenant shall give the Acceptance Notice to Landlord in
accordance with the terms and conditions set forth above, then the parties
shall, within twenty (20) days after the Acceptance Notice is given, enter into
a new lease (the "New Lease") to be prepared by Landlord, containing all of the
material terms and condition of the Offer Notice (including, without limitation,
the fixed rent payable) and, to the extent the same are not superseded or
modified by the terms and conditions contained in the Offer Notice,
substantially the same terms and conditions that are set forth in this lease.
The Additional Location Term shall commence on the Additional Location
Commencement Date and expire on the expiration date set





                                       54

<PAGE>   58

forth in the Offer Notice. Within ten (10) days after the written request of
either the Landlord or Tenant, the parties shall enter into a supplementary
agreement in any, reasonable form confirming whether the Refusal Right has been
exercised in accordance with this Article and the terms and conditions thereof.

         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this lease
as of the day and year first above written.


                                  CROSSROADS DEVELOPERS ASSOCIATES,
                                  LLC, Landlord


                                  By:   Pinnacle Crossroads Associates,
                                        Managing Member

                                  By:
                                     -------------------------------------
                                          Its

                                  NOVADIGM, INC., Tenant

                                  By: /s/  Thomas V. Harmon
                                     -------------------------------------
                                          Its; VP-Operations







                                       55

<PAGE>   59

                                   EXHIBIT A

                                  DESCRIPTION

All the real property located in the Township of Mahwah, County of Bergen, State
of New Jersey and more particularly described as follows:

Being known and designated as the Office Unit situate in "Crossroads
Condominium", together with a 50.00 percentage interest in the general Common
Elements of said Condominium appurtenant thereto, and a 50.00 percentage
interest in the Tower Site Common Elements of said Condominium appurtenant
thereto, in accordance with and subject to the terms, limitations, conditions,
covenants, restrictions, easements, agreements and other provisions set forth in
that certain Master Deed for "Crossroads Condominium" dated December 28, 1994,
recorded January 23, 1995, recorded in Book 7763, Page 001.

NOTE FOR INFORMATION ONLY: Being known and designated as part of Lot 2, Block 26
on the Tax Map of the Township of Mahwah.










<PAGE>   60

                                    EXHIBIT C

                              RULES AND REGULATIONS

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

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

         3. The windows, doors, partitions and lights that reflect or admit
light into the halls, or other places of the Building shall not be obstructed.
NO SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED OR
DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS, except as may be required by law
or consented to in writing by Landlord; and no sign, advertisement or notice
shall be inscribed in writing by Landlord; and no sign, advertisement or notice
shall be inscribed, printed or affixed on any doors, partitions or other part of
the inside of the Building, without the prior written consent of the Landlord,
not to be unreasonably withheld or delayed.

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

         5. When electric wiring of any kind is introduced, it must be connected
as directed by Landlord, and no stringing or cutting of wires will be allowed,
except with the prior written consent of Landlord, not to be unreasonably
withheld or delayed, and shall be done only by contractors reasonably approved
by Landlord.

         6. Landlord shall have the right to reasonably prescribe the weight,
size and position of all safes and other bulky or heavy equipment and all
freight brought into the Building by any tenant and the time of moving the same
in and out of the Building. All such moving shall be done under the supervision
of Landlord. Landlord will not be responsible for loss of or damage to any such
equipment or freight from any cause; but all damage done to the Building by
moving or maintaining any such equipment







<PAGE>   61

or freight shall be repaired at the expense of Tenant. All safes shall stand on
a base of such size as shall be reasonably designated by Landlord. Landlord
reserves the right to inspect all freight to be brought into the Building and to
exclude from the Building all freight which violates any of these Rules and
Regulations or the Lease of which these Rules and Regulations are a part.

         7. No machinery of any kind or articles of unusual weight or size will
be allowed in the Building, without the prior written consent of Landlord, not
to be unreasonably withheld or delayed. Business machines and mechanical
equipment shall be placed and maintained by Tenant, at Tenant's expense, in
settings sufficient, in Landlord's reasonable judgment, to absorb and prevent
vibration, noise and annoyance to other tenants.

         8. No additional or different lock or locks shall be placed by Tenant
on any door to the Demised Premises, without the prior written consent of
Landlord which shall not be unreasonably withheld. One (1) set of keys will
initially be furnished to Tenant by Landlord for each lockset in the Demised
Premises; any additional keys requested by Tenant shall be paid for by Tenant.
Tenant, its agents and employees, shall not have any duplicate key made. All
keys to doors and washrooms shall be returned to Landlord on or before the
Initial Term Expiration Date, and, in the event of a loss of any keys furnished,
Tenant shall pay Landlord the cost thereof.

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

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

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

         12. The Demised Premises shall not be used for lodging or sleeping
purposes, and cooking therein is prohibited. Notwithstanding the foregoing,
Tenant shall be permitted to install a microwave oven and a refrigerator in the
Demised Premises.

         13. Tenant shall not: Conduct, or permit any other person to conduct,
any auction upon the Demised Premises; manufacture or store goods or merchandise
upon the Demised Premises, without the prior written approval of Landlord,
except the storage of usual supplies and inventory to be used by Tenant in the
conduct of its business; permit the Demised Premises to be used for gambling;
make any unusual noises in the Building; permit to be played any musical
instrument in the Demised Premises; permit to be played any radio, television,
recorded or wired music in such a loud



<PAGE>   62

manner as to disturb or annoy other tenant; or permit any unusual odors to be
produced in the Demised Premises.

         14. Between 6:00 p.m. and 8:00 a.m. on weekdays and 1:00 p.m. and 12:00
midnight Saturday, all day Sunday and Building Holidays, the Building shall be
closed, provided, however, that Tenant's employees shall be permitted access to
the Demised Premises with proper identification and keys.

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

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

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

         18. Tenant before closing and leaving the Demised Premises, shall
ensure that all entrance doors are locked.

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

         20. Landlord hereby reserves to itself any and all rights not granted
to Tenant hereunder, including, but not limited to, the following rights which
are reserved to Landlord for its purposes in operating the Building: (a) The
exclusive right to the use of the name of the Building for all purposes, except
that Tenant may use the name of the Building in its business address and for no
other purpose; (b) The right to change the name or address of the Building,
without incurring any liability to Tenant for so doing; (c) The right to install
and maintain a sign or signs on the exterior of the Building; (d) The exclusive
right to use or dispose of the use of the roof of the Building; (e) The
exclusive right to limit the space on the directory of the Building to be
allotted to Tenant; (f) The right to grant to anyone the right to conduct any
particular business or undertaking in the Building.

         21. Tenant shall have the non-exclusive right to use in common with
Landlord and other tenants of the Building and their employees and invitees the
parking area provided by Landlord for the parking of passenger automobiles,
other than parking spaces specifically allocated to Tenant or to others by
Landlord. Landlord may issue parking permits, install a gain system, and impose
any other system as Landlord deems necessary for the use of the parking area.
Tenant agrees that it and its employees and in-







<PAGE>   63

vitees shall not park their automobiles in parking spaces allocated to others by
Landlord and shall comply with such reasonable rules and regulations for use of
the parking area as Landlord may from time to time prescribe. Landlord shall not
be responsible for any damage to or theft of any vehicle in the parking area and
shall not be required to keep parking spaces clear of unauthorized vehicles or
to otherwise supervise the use of the parking area. Landlord reserves the right
to change any existing or future parking area, roads or driveways and may make
any repairs or alterations it deems necessary to the parking area, roads and
driveways and to temporarily revoke or modify the parking rights granted to
Tenant hereunder, provided that Tenant's use of the parking areas is not
materially unreasonably interfered with for an unreasonable amount of time.

         22. Tenant shall not use the Demised Premises or permit the Demised
Premises to be used for the sale of food or beverages.






<PAGE>   64

                                    EXHIBIT D

                                   DEFINITIONS

         (a) The term mortgage shall include an indenture of mortgage and deed
of trust to a trustee to secure an issue of bonds, and the terms mortgagee shall
include such a trustee.

         (b) The terms include, including and such as shall each be
construed as if followed by the phrase "without being limited to".

         (c) The term obligations of this lease, and words of like import, shall
mean the covenants to pay rent and additional rent under this lease and all of
the other covenants and conditions contained in this lease. Any provision in
this lease that one party or the other or both shall do or not do or shall cause
or permit or not cause or permit a particular act, condition, or circumstance
shall be deemed to mean that such party so covenants or both parties so
covenant, as the case may be.

         (d) The term Tenant's obligations hereunder, and words of like import,
and the term Landlord's obligations hereunder, and words of like import, shall
mean the obligations of this lease which are to be performed or observed by 
Tenant, or by Landlord, as the case may be. Reference to performance of either 
party's obligations under this lease shall be construed as "performance and 
observance".

         (e) Reference to Tenant being or not being in default hereunder, or
words of like import, shall mean that Tenant is in default in the performance of
one or more of Tenant's obligations hereunder which continues after the
expiration of any applicable cure period after the giving of notice, if any,
required hereunder, or that Tenant is not in default in the performance of any
of Tenant's obligations hereunder, or that a condition of the character
described in Section 25.01 has occurred and continues or has not occurred or
does not continue, as the case may be.

         (f) Reference to Landlord as having no liability to Tenant or being
without liability to Tenant, shall mean that Tenant is not entitled to terminate
this lease, or to claim actual or constructive eviction, partial or total, or to
receive any abatement or diminution of rent, or to be relieved in any manner of
any of its other obligations hereunder, or to be compensated for loss or injury
suffered or to enforce any other kind of liability whatsoever against Landlord
under or with respect to this Lease or with respect to Tenant's use or occupancy
of the Demised Premises.

         (g) The term laws and/or requirements of public authorities and words
of like import shall mean laws and ordinances of any or all of the Federal,
state, city, county and borough governments and rules, regulations, orders
and/or directives of any or all departments, subdivisions, bureaus, agencies or
offices thereof, or of any other governmental, public or quasi-public
authorities, having jurisdiction in the Demised Premises, and/or the direction
of any public officer pursuant to law.



<PAGE>   65



         (h) The term requirements of insurance bodies and words of like import
shall mean rules, regulations, orders and other requirements of the New Jersey
Board of Fire Underwriters and/or the New Jersey Fire Insurance Rating
Organization and/or any other similar body performing the same or similar
functions and having jurisdiction or cognizance of the Building and/or the
Demised Premises.

         (i) The term repair shall be deemed to include restoration and
replacement as may be necessary to achieve and/or maintain good working order
and condition.

         (j) Reference to termination of this lease includes expiration or
earlier termination of the term of this lease or cancellation of this lease
pursuant to any of the provisions of this lease or to law. Upon a termination of
this lease, the term and estate granted by this lease shall end at noon of the
date of termination as if such date were the date of expiration of the term of
this lease and neither party shall have any further obligation or liability to
the other after such termination (i) except as shall be expressly provided for
in this lease, or (ii) except for such obligation as by its nature or under the
circumstances can only be, or by the provisions of this lease, may be, performed
after such termination, and, in any event, unless expressly otherwise provided
in this lease, any liability for a payment which shall have accrued to or with
respect to any period ending at the time of termination shall survive the
termination of this lease.

         (k) The term in full force and effect when herein used in reference to
this lease as a condition to the existence or exercise of a right on the part of
Tenant shall be construed in each instance as including the further condition
that at the time in question no default on the part of Tenant exists, and no
event has occurred which has continued to exist for such period of time (after
the notice, if any, required by this lease), as would entitle Landlord to
terminate this lease or to dispossess Tenant.

         (l) The term Tenant shall mean Tenant herein named or any assignee or
other successor in interest (immediate or remote) of Tenant herein named, while
such Tenant or such assignee or other successor in interest, as the case may be,
is in possession of the Demised Premises as owner of the Tenant's estate and
interest granted by this lease and also, if Tenant is not an individual or a
corporation, all of the persons, firms and corporation then comprising Tenant.

         (m) Words and phrases used in the singular shall be deemed to include
the plural and vice versa, and nouns and pronouns used in any particular gender
shall be deemed to include any other gender.

         (n) The rule of ejusdem generis shall not be applicable to limit a
general statement following or referable to an enumeration of specific matters
to matters similar to the matters specifically mentioned.



<PAGE>   66



         (o) All references in this lease to numbered Articles, numbered
Sections and lettered Exhibits are references to Articles and Sections of this
lease, and Exhibits annexed to (and thereby made part of) this lease, as the
case may be, unless expressly otherwise designated in the context.














<PAGE>   67

                                    EXHIBIT B

                             CLEANING SPECIFICATIONS


I.       DAILY

A.       ENTRANCE LOBBIES & ATRIUM AREAS

         Carpeted floors vacuumed, non-carpeted floors dust mopped, damp mopped
         and buffed; doors damp wiped; door hardware spot cleaned; granite
         stairways and landings dust mopped, damp mopped and buffed; other
         stairways and landings polished; fountain area damp wiped; planters and
         furniture polished and damp wiped; drinking fountains cleaned and
         polished; cigarette urns cleaned and disinfected; directory glass and
         trim cleaned; vestibule glass/trim and window glass/trim spot cleaned;
         trash receptacles emptied and cleaned.

B.       ELEVATORS, LOBBIES & CORRIDORS

         Carpeted floors vacuumed; non-carpeted floors dust mopped, damp mopped
         and buffed; doors damp wiped; door hardware spot cleaned; stairways and
         landings polished; planters and furniture polished and damp wiped;
         elevators-carpet vacuumed, walls dusted, button panels cleaned, door
         tracks vacuumed, door metal and trim damp wiped; drinking fountains
         cleaned and polished; cigarette urns cleaned and disinfected; vestibule
         glass/trim and window glass/trim spot cleaned; trash receptacles
         emptied and cleaned; public telephone areas cleaned.

C.       PUBLIC LAVATORIES

         Mirrors and glass cleaned; wash basins and counters cleaned and
         disinfected; bright work and metal fixtures cleaned; plumbing fixtures
         disinfected; stall walls/doors and other walls/doors damp wiped;
         urinals, toilet seats/bowls cleaned and disinfected; floors wet mopped
         and disinfected; towel, tissue, sanitary napkin and soap dispensers
         cleaned and replenished.

D.       OFFICE AREAS

         All furniture, office equipment and appliances, window sills, etc.,
         will be dusted with a treated cloth or static duster. This shall
         include all horizontal surfaces up to 7 feet high and enough vertical
         surfaces daily to complete all vertical surfaces within each week.
         Desks and tables not cleared of paper and work materials will only be
         dusted where desk is exposed. Telephone will be damp-wiped. All rugs
         and carpets in office areas are to be vacuumed daily in all traffic
         areas. Hard to reach places, under desks and chairs, shall be vacuumed
         weekly. All non-carpeted floor areas






<PAGE>   68



         will be dust mopped. Trash receptacles emptied and wiped, liners
         replaced as necessary. Note: Drinking water coolers cleaned and
         polished. Cigarette urns and ashtrays cleaned.







<PAGE>   69


II.      WEEKLY

         A.       ENTRANCE LOBBIES & ATRIUM AREAS

                  Walls dusted; door trim damp wiped, stairways and landings
                  dust mopped and damp mopped; railings and hardware spot
                  cleaned; window trim damp wiped.

         B.       ELEVATOR, LOBBIES & CORRIDORS

                  Walls dusted; door trim damp wiped stairways and landings dust
                  mopped and damp mopped; railings and hardware spot cleaned;
                  elevator walls damp wiped; window trim damp wiped.

         C.       PUBLIC LAVATORIES

                  HVAC grills vacuumed and cleaned.

         D.       OFFICE AREAS

                  Carpeted areas under desks and hard to reach to be vacuumed;
                  vertical surfaces dusted; HVAC grills vacuumed and cleaned;
                  damp wipe switchplates, metal trim and door hardware.

III.     MONTHLY AND QUARTERLY

         A.       ENTRANCE LOBBIES & ATRIUM AREAS

                  Walls damp wiped, clean vestibule glass/trim and dust
                  emergency signage monthly, Dust ceilings, clean light
                  fixtures, clean and vacuum HVAC grills and clean window glass
                  quarterly.

         B.       ELEVATORS, LOBBIES & CORRIDORS

                  Walls damp wiped, clean vestibule glass/trim and dust
                  emergency signage monthly. Dust ceilings, clean light
                  fixtures, clean and vacuum HVAC grills and clean window glass
                  quarterly.

         C.       PUBLIC LAVATORIES

                  Power scrub and disinfect floors.

         D.       OFFICE AREAS

                  Dust horizontal surfaces (pipes, ducts, ledges, molding,
                  picture frames, etc.) over 7 feet, ceilings and light fixtures
                  quarterly. Damp wipe doors and woodwork monthly. Clean
                  interior and exterior glass quarterly.

IV.      AS NECESSARY

         A.       ENTRANCE LOBBIES AND ATRIUM AREAS



<PAGE>   70

                  Spot clean all floors, stairways, light fixtures, fountain and
                  planter/furniture areas. Polish door hardware, etc.






<PAGE>   71

         B.       ELEVATORS, LOBBIES AND CORRIDORS

                  Spot clean all floors, stairways, light fixtures, walls,
                  planter/furniture areas, elevator carpets, walls and ceilings;
                  polish button panels and metal. Replace HVAC filters.

         C.       PUBLIC LAVATORIES
                 
                  Clean light fixtures.

         D.       OFFICE AREAS

                  Spot clean switchplates, metal trim and door hardware. Clean
                  trash receptacles and replace liners.

V.       For purposes of clarification regarding cleaning and janitorial
         services, it shall be understood and agreed between Landlord and Tenant
         that:

         1.       "Daily" shall mean each weekday, Monday through Friday
                  (excluding Saturday, Sunday and Building Holidays).

         2.       Landlord shall provide the above listed cleaning and
                  janitorial service in and about the Building and Demised
                  Premises. To the extent that Tenant shall require special or
                  more frequent cleaning and janitorial service (hereinafter
                  referred to as "Special Cleaning Service") Landlord may upon
                  reasonable advance notice by Tenant, elect to furnish such
                  Special Cleaning Service and Tenant agrees to pay Landlord,
                  within ten (10) days of being billed therefor, Landlord's
                  charge for providing such additional service.

Special Cleaning Service shall include but shall not be limited to the
following:

         (i)      The cleaning of permitted eating facilities (if any) including
                  the removal of refuse and garbage therefrom.

         (ii)     The cleaning in areas of special security such as storage
                  units.

         (iii)    Consumable supplies for private toilet rooms.

         (iv)     The cleaning of Tenant's electric signs, if any.

         (v)      The cleaning of Tenant's Lighting fixtures.

         (vi)     The cleaning or shampooing of Tenant's carpeting and the
                  cleaning, waxing, refinishing and buffing of non-carpeted
                  areas.

         (vii)    stain removal from walls, floors or other portions of the
                  Demised Premises.

         (viii)   The painting of any portion of the Demised Premises.







<PAGE>   72



         (ix)     The removal from the Demised Premises of such refuse and
                  rubbish of Tenant as shall exceed, in Landlord's sole
                  judgment, that ordinarily accumulated daily in the routine of
                  business office occupancy.

3.       Landlord shall have no obligation to discharge its obligation regarding
         cleaning services as to the Demised Premises during such periods as
         Tenant shall be in default under any of the covenants of this lease.

4.       It is understood that Landlord does not warrant that any of the
         services referred to above or any other services which Landlord may
         supply will be free from interruption. Tenant acknowledges that any one
         or more of such services may be suspended or reduced by reason of
         repairs, alterations or improvements necessary to be made, by strikes
         or accidents, by any cause beyond the reasonable control of Landlord or
         by order or regulations of any federal, state, county or municipal
         authority. Any such interruption or suspension of services shall not be
         deemed an eviction or disturbance of Tenant's use and possession of the
         demised Premises or any part thereof, nor render Landlord liable to
         Tenant for damages by abatement or rent or otherwise, nor relieve
         Tenant of performance of Tenant's obligations under this lease.

5.       Landlord, at its sole discretion, shall schedule the work utilizing
         such personnel and material as deemed necessary to discharge its
         obligation regarding cleaning and janitorial services.

6.       Landlord's cleaning and/or janitorial personnel or contractors shall
         have access to the Demised Premises from and after 5:30 p.m. on
         weekdays and at any time on Saturdays, Sundays and Holidays, and Tenant
         shall not hinder them in the performance of their work. In the event
         Tenant does hinder such work in all or a portion of the Demised
         Premises, Landlord shall have no liability to Tenant on account thereof
         and such work as shall be incomplete shall be done at the next
         scheduled service date. 

7.       Tenant shall supply adequate waste receptacles, cabinets, bookcases,
         map cases and the like to prevent unreasonable hardship to Landlord in
         discharging its obligations regarding cleaning service. Further, if at
         any time Governmental Authority shall require trash to be separated
         into its different components before carting (i.e., office paper,
         computer paper, newspaper, cans and bottles, food, etc.), Tenant shall
         comply with such requirements and shall supply adequate receptacles for
         each such component at its sole expense.

8.       The cleaning and janitorial services described in this Exhibit shall be
         deemed all-inclusive. However, Landlord, at its sole discretion,
         reserves the right to





<PAGE>   73



         provide, from time to time, any additional or more frequent services
         intended to benefit the Building or as may be deemed necessary to
         discharge its obligation hereunder.


<PAGE>   74

                                    EXHIBIT F

                               TENANT IMPROVEMENTS

GENERAL NOTES;

Ceiling:    2"x4" grid with new standard tile

Lighting;   2"x4" parabolic Light per 80 sq. ft.

Painting:   Benjamin Moore

Carpet:     Philadelphia: Ayers Hall 28 oz.: Common Area
                          Impact III 30 oz.: Offices

Cove base:  Mercer

Doors.      3"x 8" Oak Doors

OTHER NOTES:

-All work to be performed as exhibited on plans 
-Dedicated outlets where indicated by tenant 
-Half walls/electric for future office furniture built per plan 
-Tenant responsible for all data and telecommunication wiring








<PAGE>   75

                                   EXHIBIT G



                             EXISTING PREMISES WORK




                                      None




<PAGE>   76




                                     [MAP]








                                   MEZZANINE


                                  (2ND FLOOR)






<PAGE>   77





                                     [MAP]






                                  THIRD FLOOR

                                  FLOORS 3-12





<PAGE>   78


                                     [MAP]



                                  THIRD FLOOR

                                    1,401 SF





<PAGE>   79

                                     [MAP]







                                  PANEL SPACE
                                    1,786 SF
                                 (MEZZ 2ND FLR)



                                    1000 SF
                                      MEZZ


                                    1600 SF
                              MEZZ OLD CENTURY 21




<PAGE>   80






                                   EXHIBIT B

                                   FLOOR PLAN

                                [To Be Attached]