FIRST AMENDMENT TO LEASE AGREEMENT



         THIS FIRST AMENDMENT TO LEASE  AGREEMENT  entered into as of the day of
August,  2000,  by and between PR Reynolds  Co.,  LLC,  successor in interest to
Robert F. Reynolds and Pauline  Reynolds,  with a mailing address of 4423 Silver
Fox Drive, Naples, Florida 34119 ("Landlord");

and

         ARC  Communications,  Inc.,  (formerly known as Arc Slide Technologies,
Inc.) a New Jersey  corporation,  with offices located at 788 Shrewsbury Avenue,
Tinton Falls, New Jersey ("Tenant").

         WHEREAS, Landlord and ARC Slide Technologies,  Inc entered into a lease
agreement dated September 24, 1996 (the "Lease") for the use of certain premises
now  containing  approximately  7,209  square feet of rentable  square feet (the
"Existing Premises") as more particularly described in the Lease; and

         WHEREAS,  the  Tenant  desires  to  lease  additional  space  from  the
Landlord,  consisting  of 1949 square feet of office space,  outside  dimensions
(inclusive  of  a  proportionate  share  of  core  and  common  areas)  as  more
particularly shown on Exhibit "B" attached hereto (the "First Expansion Space");
and

         WHEREAS,  the Tenant and Landlord desire to amend the Lease in order to
provide for the terms of leasing the First  Expansion  Space and to  memorialize
other  changes they have agreed to  concerning  the Lease by entering  into this
First Amendment to Lease.

         NOW,  THEREFORE,  in consideration of terms and conditions  hereof, and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Landlord and Tenant agree as follows:


         1.  Certain  Definitions.  Unless  specifically  defined  herein or the
context clearly requires a different meaning,  the words and phrases used herein
that are defined in the Lease and not otherwise  defined in this Amendment shall
have the meanings ascribed to them in the Lease. The term "First Effective Date"
as used herein means the date that Landlord  delivers the First  Expansion Space
to Tenant.  The term of the Lease is hereby  confirmed  as  presently  ending on
November 30, 2001.


         2. First  expansion  space.  Effective as of the First  Effective Date,
Landlord  leases to Tenant and Tenant  hereby  leases  from  Landlord  the First
Expansion Space. As of the First Effective Date, the Premises and all references
thereto  throughout  the Lease shall include the First  Expansion  Space and the
total square footage of the Premises  shall contain 9,158  rentable  square feet
(hereinafter


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<PAGE>
referred to as the "Total Leased Space").  The term hereof shall be conterminous
with the term of the  Lease,  as  extended  by  virtue  of the  exercise  of the
Tenant's Option to Renew as more specifically provided below.

         3. Rent. Tenant covenants and agrees to pay to Landlord,  at such place
as Landlord may  designate,  without  deduction  or setoff,  except as otherwise
expressly provided in the Lease, over and above the Rent payable under the Lease
for the Existing  Premises,  additional  rent for the First  Expansion  Space as
follows:

                               (a)  During  the  period  beginning  on the First
                Effective  Date  through  the term of the  Lease,  the sum of $3
                7,031.04 per annum,  in equal monthly  installments of $3,085.92
                each,  in  advance  on the first day of each and every  calendar
                month during said period. Upon execution hereof, Tenant will pay
                to Landlord  the amount  which will be due for the first  months
                rent  beginning on the First  Effective  Date.  In the event the
                First  Effective Date falls on a day other than the first day of
                a month,  then the  payment  due on the  first  day of the first
                month  following  the  First  Effective  Date  will be  adjusted
                proportionally  to reflect  the  portion of the prior  month for
                which  possession  had not been  delivered  to Tenant.


         4. First Expansion Space.  Tenant acknowledges that the First Expansion
Space  is being  delivered  to  Tenant  in a  strictly  "AS IS"  condition.  Any
modifications of the First Expansion Space shall be at the sole cost and expense
of Tenant, and subject to the applicable provisions of the Lease.
         5. First Effective Date.  Landlord and Tenant anticipate that the First
Expansion  Space will be turned  over to Tenant,  and hence the First  Effective
Date will be, on October 1,2000.  In the event the Landlord is unable to deliver
the  First  Expansion  Space  on such  date by  reason  of the  holding  over or
retention of possession by any tenant or occupant,  this First  Amendment  shall
nevertheless  continue in full force and effect,  and no  liability  shall arise
against  Landlord  out of any such delay  beyond the  abatement  of rent for the
First  Expansion  Space until the Landlord is able to deliver  possession of the
First Expansion Space to Tenant;  provided,  however,  in the event Landlord has
not  delivered  possession of the First  Expansion  Space to Tenant on or before
November 1,2000, Tenant may terminate this First Amendment,  in which event this
First Amendment will be deemed null and void and of no further force or effect.

         6.  Utilities.  As  of  the  First  Effective  Date,  it  is  expressly
understood  and  agreed  that  Tenant,  at its sole cost and  expense,  shall be
responsible for the full payment of the following items of service applicable to
its use and  occupancy  of the  First  Expansion  Space  without  any  claim for
contribution or reimbursement by Landlord:

               (a) Electricity separately metered for the First Expansion Space;
               (b) Janitorial  and  cleaning  service  for the  First  Expansion
                   Space,  including  general  building  supplies  and  lavatory
                   supplies;
               (c) Exterminating costs for the First Expansion Space;
               (d) Gas separately metered for the First Expansion Space;
               (e) Any other utilities actually used directly by Tenant.




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<PAGE>

         7.  Brokerage.  Landlord  and Tenant  represent to each other that they
have dealt with no real estate broker or  salesperson  in  connection  with this
Firs  Amendment  to  Lease  Agreement.  Landlord  and  Tenant  further  agree to
indemnify,  defend and hold  harmless the other party form and against all loss,
cost, expense and damage,  including  attorneys fees, arising out fo a breach of
the foregoing  representation.  Landlord shall be solely responsible for any and
all brokerage  commissions which may be due to any broker or salesperson arising
out of the Lease or any brokerage  commission  agreement executed by Landlord in
connection with the Lease.

         8. Security Deposit.  Upon execution  hereof.  Tenant will deposit with
Landlord  $3,085.92  as  additional  security  under  the  Lease,  to be held by
Landlord in  accordance  with the  provisions  of  paragraph 38 of the Lease and
representing the security deposit for the First Expansion Space.

         9. Tenant.  Tenant hereby represents that Tenant hereunder was formerly
known as ARC Slide Technologies, Inc.

         10.  Amendments  to  Lease.   Upon  execution  hereof,   the  following
amendments to the Lease shall simultaneously be effective:

           A. By execution of this First Amendment,  Tenant hereby exercises its
option to renew the Lease pursuant to Paragraph 39 thereof.  Effective  December
1,2001,  the  parties  hereby  agree  that the annual  Renewal  Base Rent on the
Existing  Premises  will be  $136,971.00,  payable  in monthly  installment  of$
11,414.25  each.  Accordingly,  effective  December 1,2001 the Base Rent due and
payable on a monthly basis for the Total Leased Space will be $14,500.17.

           B. Effective  December 1, 2001,  Tenant at its sole cost and expense,
shall be  responsible  for the full  payment of the  following  items of service
applicable to its use and occupancy of the Existing  Premises  without any claim
for contribution or reimbursement by Landlord:

               (a) Electricity separately metered for the Existing Premises;
               (b) Janitorial  and cleaning  service for the Existing  Premises,
                   including general building supplies and lavatory supplies;
               (c) Exterminating costs for the Existing Premises;
               (d) Gas separately metered for the Existing Premises;
               (e) Any other utilities actually used directly by Tenant.

           C.  Simultaneous  with the payment of the rent due  December  1,2001,
Tenant will pay to Landlord an additional $3,003.75  representing the additional
security  deposit due for the Existing  Premises,  bringing  the total  security
deposit held on the Existing Premises to $11,414.25.

           D. Upon execution hereof, as a result of the exercise of the Tenant's
Option to Renew, the term of the Lease is hereby extended to November 30, 2006.

           E.  At any  time  following  execution  hereof.  Landlord  agrees  to
reimburse Tenant up to $15,000.00 towards the cost of tenant  improvements to be
completed by Tenant in the First Expansion  Space.  Reimbursement by Landlord to
the extent of such tenant  improvements shall be made within thirty (30) days of
delivery to Landlord by Tenant of invoices  evidencing such tenant  improvements
along with proof of payment of the same by Tenant.

           F.  Furthermore,  Landlord  agrees  to pay to  Tenant  the  amount of
$10,000.00 to be



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<PAGE>

 used  by  Tenant  towards  the  cost  of   refurbishing   the  Existing  Space.
 Reimbursement  by Landlord to the extent of such  refurbishment of the Existing
 Space shall be made  within  thirty (30) days of delivery to Landlord by Tenant
 of invoices  evidencing such  refurbishment  along with proof of payment of the
 same by Tenant.

           G. On or about December 1, 2001,  Landlord agrees to reimburse Tenant
up to an additional  $15,000.00  towards the cost of tenant  improvements  to be
completed by Tenant in the Existing  Premises.  Reimbursement by Landlord to the
extent of such  tenant  improvements  shall be made  within  thirty (30) days of
delivery to Landlord by Tenant of invoices  evidencing such tenant  improvements
along with proof of payment of the same by Tenant.

           H.  Tenant  hereby  agrees  that  to  the  extent  Tenant  makes  any
modifications,  improvements,  repairs,  or the  like to any of the  mechanical,
electrical, plumbing, or similar services in the Total Leased Space, Tenant will
utilize  subcontractors  specifically  approved  in advance by  Landlord,  which
consent will not be unreasonably withheld.

         11. Sharpe Capital and Other Contiguous  Space. In the event during the
term of the Lease,  the area  presently  rented by Sharpe  Capital  (the "Sharpe
Capital Space")  becomes vacant,  and available for rent, due to the termination
of the Sharpe Capital lease or tenancy, and if at said time, Tenant shall not be
in  default in the  performance  of any of the  material  terms,  covenants  and
conditions of this Lease and this Lease shall not have been terminated and shall
be in full  force and  effect.  Landlord  shall not lease  said space to a third
party  without  first  giving  Tenant  notice of the  availability  ("Notice  of
Availability")   of  said  space.   Tenant  may  then  notify   Landlord  (which
notification  must be given within two weeks of receipt of Landlord's  Notice of
Availability)  in the event  Tenant  wishes to lease all of said  space  (Tenant
shall not have the right to  exercise  its right to lease only a portion of said
space).  In the event  Tenant so notifies  Landlord,  Landlord  and Tenant shall
enter into a Lease Amendment  agreement,  incorporating  the said space into the
Total Leased Space, on the same terms and conditions as provided herein,  except
that the rent to be payable for the Sharpe  Capital space will be at the monthly
rate of $5,750.00,  plus utilities,  plus any escalations  otherwise provided in
the Lease, and the term of which shall be conterminous  with the term hereunder.
Tenant will accept such space in its AS IS condition.  In the event Tenant fails
to exercise its right to  incorporate  said space into its Total Leased Space as
provided herein.  Landlord may rent the said space to any third party or parties
on such terms as are acceptable to Landlord.  Upon  incorporation  of the Sharpe
Capital  space  into the  Total  Leased  Space,  Tenant  will pay an  additional
Security Deposit to Landlord in the amount of $5,750.00, representing the amount
of the monthly Base Rent due for the Sharpe  Capital  space.  In the event other
space  contiguous (the "Other  Contiguous  Space") to the Tenant's space becomes
vacant and  available  for rent.  Landlord will endeavor to notify Tenant of the
availability  of the  Other  Contiguous  Space  so that  Tenant  will  have  the
opportunity  to offer to lease said  space.  Failure of the  Landlord  to notify
Tenant,  however,  shall not constitute a default by Landlord, nor give Tenant's
any rights against Landlord by virtue of such failure.

         12.  Amendment to Paragraph 3.2 of Lease  Paragraph 3.2 of the Lease is
hereby  amended by  changing  the ten (10) days  within  which any  payment  due
Landlord must be paid to seven (7)

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<PAGE>


days. Accordingly, if any payment due Landlord from Tenant shall not be received
by Landlord,  or  Landlord's  designee,  within seven (7) days after such amount
shall be due,  Tenant  shall pay to  Landlord  a late  charge  equal to five (5)
percent of such overdue amount.

         13.  Reaffirmation  and  conflicts.  All of the  terms,  covenants  and
conditions  of the Lease shall  continue in full force and effect,  and the same
are hereby reaffirmed,  remade and rewritten, except to the extent that any such
terms,  covenants or conditions  have been  nullified  hereby or conflict or are
inconsistent with the terms of this Amendment,  in which event the terms of this
Amendment shall, in all respects,  govern and prevail.  Tenant acknowledges that
to the best of its knowledge,  it has no claims,  defenses, or offsets regarding
the  performance  of any of its  obligations  under the  Lease,  nor any  claims
against Landlord or its agents.

         14.  Binding  effect.  This  Amendment  shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.  No reference in the  preceding  sentence to assigns shall be deemed to
authorize any assignment or other transfer, in whole or in part, of the interest
of Tenant  in  violation  of any of the  provisions  of the  Lease.


IN WITNESS  WHEREOF,  Landlord and Tenant have executed this Amendment as of the
date first above written.



WITNESS:                                LANDLORD:
                                        PR Reynolds Co., LLC



/s/ Jay Cusiak                          By: /s/ Robert Reynolds
---------------------                           --------------------------------
Jay Cusiak                                  Robert Reynolds, Member


WITNESS:                                TENANT:
                                        Arc Communications, Inc.


/s/ Linda Gialenella                    By: /s/ Steve Meyer
---------------------                     --------------------------------------
Linda Gialenella                           Steve Meyer, President



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