<PAGE>

                                                                   EXHIBIT 10.33




                            LEASE AND LEASE AGREEMENT

                                     Between


                              ROUTE 206 ASSOCIATES

                                  The Landlord


                                       And


                         TOLLGRADE COMMUNICATIONS, INC.

                                   The Tenant



                             For Leased Premises In


                   685 Route 202/206, Bridgewater, New Jersey



                                October 24, 2001









<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                          <C>
1.      DEFINITIONS..............................................................................1

2.      LEASE OF THE LEASED PREMISES.............................................................1

3.      RENT.....................................................................................1

4.      TERM.....................................................................................2

5.      PREPARATION OF THE LEASED PREMISES.......................................................3

6.      OPTIONS..................................................................................4

7.      USE AND OCCUPANCY........................................................................6

8.      UTILITIES, SERVICES, MAINTENANCE AND REPAIRS.............................................9

9.      ALLOCATION OF THE EXPENSE OF UTILITIES, SERVICES,
        MAINTENANCE, REPAIRS AND TAXES..........................................................10

10.     COMPUTATION AND PAYMENT OF ALLOCATED EXPENSES OF
        UTILITIES, SERVICES, MAINTENANCE, REPAIRS, TAXES AND
        CAPITAL EXPENDITURES....................................................................10

11.     LEASEHOLD IMPROVEMENTS, FIXTURES AND TRADE FIXTURES.....................................16

12.     ALTERATIONS, IMPROVEMENTS AND OTHER MODIFICATIONS BY THE TENANT.........................16

13.     LANDLORD'S RIGHTS OF ENTRY AND ACCESS...................................................18

14.     LIABILITIES AND INSURANCE OBLIGATIONS...................................................18

15.     CASUALTY DAMAGE TO BUILDING OR LEASED PREMISES..........................................20

16.     CONDEMNATION............................................................................21

17.     ASSIGNMENT OR SUBLETTING BY TENANT......................................................21

18.     SIGNS, DISPLAYS AND ADVERTISING.........................................................24

19.     QUIET ENJOYMENT.........................................................................24

20.     (INTENTIONALLY OMITTED).................................................................25

21.     SURRENDER...............................................................................25

22.     EVENTS OF DEFAULT.......................................................................26

23.     RIGHTS AND REMEDIES.....................................................................27

24.     TERMINATION OF THE TERM.................................................................29

25.     MORTGAGE AND UNDERLYING LEASE PRIORITY..................................................30

26.     TRANSFER BY LANDLORD....................................................................30

27.     INDEMNIFICATION.........................................................................31

28.     PARTIES' LIABILITY......................................................................32

29.     (INTENTIONALLY OMITTED).................................................................33

30.     REPRESENTATIONS.........................................................................33
</TABLE>



                                       -i-

<PAGE>

<TABLE>
<S>                                                                                          <C>
31.     RESERVATION IN FAVOR OF TENANT..........................................................34

32.     TENANT'S CERTIFICATES AND MORTGAGEE NOTICE REQUIREMENTS.................................34

33.     WAIVER OF JURY TRIAL AND ARBITRATION....................................................36

34.     SEVERABILITY............................................................................36

35.     NOTICES.................................................................................37

36.     CAPTIONS................................................................................37

37.     COUNTERPARTS............................................................................37

38.     APPLICABLE LAW..........................................................................37

39.     EXCLUSIVE BENEFIT.......................................................................37

40.     SUCCESSORS..............................................................................37

41.     AMENDMENTS..............................................................................37

42.     WAIVER..................................................................................37

43.     COURSE OF PERFORMANCE...................................................................38

44.     LANDLORD'S CONCESSIONS..................................................................38
</TABLE>



<TABLE>
<CAPTION>
EXHIBIT                         DESCRIPTION                                         PAGE
-----------------------------------------------------------------------------------------
<S>         <C>                                                                     <C>
   A        LEASED PREMISES FLOOR SPACE DIAGRAM                                       38
            PROPERTY DESCRIPTION                                                      39
   C        WORK LETTER                                                               40
   D        BUILDING RULES AND REGULATIONS                                            41
   E        DEFINITIONS AND INDEX OF DEFINITIONS                                      44
   F        CLEANING SPECIFICATIONS                                                   49
</TABLE>



                                      -ii-

<PAGE>

LEASE AND LEASE AGREEMENT, dated as of October 24, 2001, between ROUTE 206
ASSOCIATES, a New Jersey partnership, with offices at 520 Route 22, P.O. Box
6872, Bridgewater, NJ 08807 (the "Landlord"), and TOLLGRADE ACQUISITION COMPANY,
a Delaware corporation, with an office at 493 Nixon Road, Cheswick, PA 15024
(the "Tenant").

Subject to all the terms and conditions set forth below, the Landlord and the
Tenant hereby agree as follows:

1.      Definitions.

Certain terms and phrases used in this Agreement (generally those whose first
letters are capitalized) are defined in Exhibit E attached hereto and, as used
in this Agreement, they shall have the respective meanings assigned or referred
to in that exhibit.

2.      Lease of the Leased Premises.

2.1.    The Landlord shall, and hereby does, lease to the Tenant, and the Tenant
shall, and hereby does, accept and lease from the Landlord, the Leased Premises
during the Term. The Leased Premises consist of 18,778 square feet of gross
rentable floor space on the second floor of 685 Route 202/206, Bridgewater, New
Jersey as more fully described in the definition of Leased Premises set forth in
Exhibit E attached hereto.

2.2.    The Landlord shall, and hereby does, grant to the Tenant, and the Tenant
shall, and hereby does, accept from the Landlord, the non-exclusive right to use
the Common Facilities during the Term for itself, its employees, other agents
and Guests in common with the Landlord, any tenants of Other Leased Premises,
any of their respective employees, other agents and guests and such other
persons as the Landlord may, in the Landlord's sole discretion, determine from
time to time.

2.3.    Tenant shall have access to the Leased Premises 24 hours a day, seven
days a week. Outside of regular business hours, access shall be controlled by a
card access system maintained by the Landlord in accord with Landlord's uniform
rules and procedures. Tenant may install a separate access control system at the
entrance to the Leased Premises provided that an access card or pass number is
given to the Landlord for access by the cleaning service, the Landlord's
personnel and the fire department.

3.      Rent.

3.1.    The Tenant shall punctually pay the Rent for the Leased Premises for the
Term to the Landlord in the amounts and at the times set forth below, without
bill or other demand and without any offset, deduction or, except as may be
otherwise specifically set forth in this Agreement, abatement whatsoever.

3.2.    The Basic Rent for the Leased Premises during the Initial Term shall be
at the rate per year set forth below.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
     YEARS                     ANNUAL RATE            MONTHLY INSTALLMENTS

-------------------------------------------------------------------------------
<S>                            <C>                    <C>
one through five                $450,912                     $37,576

-------------------------------------------------------------------------------
</TABLE>

The annual rate of Basic Rent for the Leased Premises during any Renewal Term
shall be calculated as set forth in subsection 6.1.4 of this Agreement for the
respective Renewal Term.

3.3.    The Tenant shall punctually pay the applicable Basic Rent in equal
monthly installments in advance on the first day of each month during the Term,
with the exception of Basic Rent for the first full calendar



<PAGE>


month of the Initial Term and for any period of less than a full calendar month
at the beginning of the Term. The Tenant shall pay the Basic Rent for the first
full calendar month of the Initial Term upon execution and delivery of this
Agreement. The Tenant shall punctually pay the Basic Rent for a period of less
than a full calendar month at the beginning of the Term on the Commencement
Date.

3.4.    The Basic Rent and the Additional Rent for any period of less than a
full calendar month shall be prorated. In the event that any installment of
Basic Rent cannot be calculated by the time payment is due, such portion as is
then known or calculable shall be then due and payable; and the balance shall be
due upon the Landlord's giving notice to the Tenant of the amount of the balance
due.

3.5.    The Additional Rent for the Leased Premises during the Term shall be
promptly paid by the Tenant in the respective amounts and at the respective
times set forth in this Agreement.

3.6.    That portion of any amount of Rent or other amount due under this
Agreement which is not paid on the day it is first due shall incur a late charge
equal to the sum of: (i) five percent of that portion of any amount of Rent or
other amount due under this Agreement which is not paid on the day it is first
due and (ii) interest on that portion of any amount of Rent or other amount due
under this Agreement which is not paid on the day it is first due at the Base
Rate(s) in effect from time to time plus two additional percentage points from
the day such portion is first due through the day of receipt thereof by the
Landlord. Any such late charge due from the Tenant shall be due immediately.
Anything hereinabove contained to the contrary notwithstanding, it is expressly
understood and agreed that no late charge shall be imposed if Rent is not paid
by the fifth day of the month provided that if Rent is not paid by the fifth day
of the month more than twice in any twelve month period then, thereafter, the
late charge shall be imposed if Rent is not paid by the first day of the month.

4.      Term.

4.1.    The Initial Term shall commence on the Commencement Date and shall
continue for five years from the beginning of the Initial Year, unless sooner
terminated in accordance with section 24 of this Agreement. The Term shall
commence on the Commencement Date and shall continue until the later of the
conclusion of the Initial Term or the conclusion of any Renewal Term, unless
sooner terminated in accordance with section 24 of this Agreement.

4.2.    Unless one or more of the conditions contemplated by subsection 4.3 of
this Agreement occurs, the Commencement Date shall be the later of:

        4.2.1.  the Target Date; or

        4.2.2.  the date that the last of each of the following conditions set
                forth in this subsection 4.2.2 of the Agreement that is
                specifically applicable shall have occurred:

                4.2.2.1. if the Leased Premises is being prepared exclusively by
                         contractors selected and retained by the Landlord, the
                         date the Leased Premises can first be legally occupied
                         for its intended use;

                4.2.2.2. preparation of the Leased Premises in accordance with
                         the Tenant Plan is substantially completed (except for
                         (i) any long lead time items that may be required that
                         can not be delivered to the Leased Premises in
                         sufficient time to be incorporated into the work in
                         proper sequence and (ii) any preparation work that is
                         not being performed exclusively by contractors selected
                         and retained by the Landlord); and



                                      -2-
<PAGE>

                4.2.2.3. the Landlord can deliver actual and exclusive
                         possession of the Leased Premises, free of rubbish and
                         debris, to the Tenant (except for any contractors not
                         selected and retained by the Landlord and their rubbish
                         and debris); and

                4.2.2.4. Landlord has secured a Certificate of Occupancy from
                         the public authority with jurisdiction over the Leased
                         Premises. If the Certificate of Occupancy is a
                         temporary certificate then Landlord shall satisfy the
                         conditions in a timely manner even though the
                         Commencement Date has occurred.

4.3.    In the event one or more of the conditions contemplated by this
subsection 4.3 of the Agreement occurs, notwithstanding anything to the contrary
set forth in subsection 4.2 of this Agreement, the Commencement Date shall be
the earliest applicable date specified below:

        4.3.1.  the Target Date in the event the Tenant does not timely: (i)
                deliver the Tenant Plan to the Landlord by the Tenant Plan Due
                Date and (ii) sign and return the notice contemplated by the
                last sentence of subsection 5.4 of this Agreement to the
                Landlord and (iii) make the initial payment contemplated by the
                next to last sentence of subsection 5.4 of this Agreement to the
                Landlord; or

        4.3.2.  the date that the last of the conditions set forth in subsection
                4.2.2 of this Agreement that is specifically applicable shall
                have occurred if (i) the Tenant shall have requested the
                Landlord or any contractors selected and retained by the
                Landlord to complete their work before the Target Date and (ii)
                they shall have done so.

4.4.    Once it is ascertained in accordance with subsections 4.2 and 4.3 of
this Agreement, the Landlord shall give prompt notice of the Commencement Date
to the Tenant; and if the Tenant does not object thereto by notice given to the
Landlord within 10 days of the Landlord's notice, the date set forth in the
Landlord's notice shall thereafter be conclusively presumed to be the
Commencement Date.

5.      Preparation of the Leased Premises.

5.1.    Unless previously accomplished, within one week after execution and
delivery of this Agreement, the Tenant shall give notice to the Landlord
including therewith each of the following:

        5.1.1.  a conceptual drawing, as detailed as practicable, of the
                proposed Tenant Plan; and

        5.1.2.  an itemized list, as detailed as practicable, of the types and
                quantities of materials, supplies, equipment and work to be
                incorporated into the Tenant Plan by the Tenant.

5.2.    Unless previously accomplished, within two weeks after receipt of the
notice contemplated by subsection 5.1, the Landlord shall give notice to the
Tenant of the Landlord's contractors' estimated unit prices to build out the
Leased Premises, including unit prices for each item included in that notice as
to which sufficient information has been provided by the Tenant in that notice.

5.3.    If, at or prior to the execution and delivery of this Agreement, the
Tenant shall not have requested the Landlord in writing to provide the Tenant
Plan, the Tenant shall deliver the complete Tenant Plan to the Landlord not
later than the Tenant Plan Due Date. The Tenant Plan shall be at the Tenant's
expense.

5.4.    Within two weeks after receipt of the Tenant Plan, the Landlord shall
give notice to the Tenant of the Landlord's price to the Tenant to supply or
perform, or both, the work contemplated by the Tenant Plan being provided by the
Landlord or the Landlord's contractors. Such price shall include 7% overhead and
7% profit of the Landlord's contractors' aggregate price in excess of the
Allowance as the Landlord's



                                      -3-
<PAGE>

general contracting fee and shall be net of any credit for work being provided
by the Landlord without charge to the Tenant in accordance with the Work Letter.
If acceptable to the Tenant, the Tenant shall sign a copy of the notice and
return it to the Landlord, together with payment of 33-1/3% of the excess over
the Allowance, if any, within three business days after it was given authorizing
the Landlord and the Landlord's contractors to supply or perform the work
contemplated by both the Tenant Plan and the notice at the price set forth in
the notice. The Tenant shall pay the balance of such price to the Landlord in
proportion to the progress of such work, as and when billed by the Landlord at
convenient intervals, with payment of any remaining final balance due from the
Tenant prior to the Commencement Date. Tenant shall have the right to review the
line items in the bids taken by the Landlord.

5.5.    If Landlord's price is not acceptable to the Tenant, the Tenant shall
attempt to negotiate an acceptable price within the next three business days. If
the parties are unable to agree then the Tenant may engage its own contractors
to perform the work provided that Tenant shall be required to utilize the
services of the HVAC contractor used by the Landlord in the Building. In this
event, the Commencement Date shall be the Target Date. Landlord shall advance
the Allowance ratably as the work progresses with a 10% retainage. The balance
shall be paid prior to the Commencement Date.

5.6.    If the price is less than the Allowance, the Landlord shall pay the
balance of the Allowance toward the cost of equipment, fixtures and other
installations by the Tenant in the Leased Premises.

5.7.    During the period that Landlord is fitting-up the Leased Premises for
Tenant, Tenant may move in its furniture, furnishings, equipment and supplies
into the Leased Premises and may install its Wiring provided that (i) the
furniture, furnishings, equipment and supplies may only be moved in after the
carpet is installed; (ii) no personnel may move in and commence operations in
the Leased Premises until after a certificate of occupancy is issued; (iii)
Tenant shall assume full responsibility for anything which it places in the
Leased Premises and shall indemnify, defend and hold harmless Landlord from any
loss, liability and expense which arises from Tenant's actions or those of its
agents, servants, employees, invitees and contractors. If any of Tenant's
operations interfere with the progress of Landlord's work, Tenant shall cease
such operations forthwith until Landlord advises that such operations may be
resumed.

6.      Options.

6.1.    Tenant is hereby granted one option to renew this Lease for one five
year period upon the following terms and conditions:

        6.1.1.  At the time of the exercise of the option to renew and at the
                time of said renewal, the Tenant shall not be in default in
                accordance with the terms and provisions of this Lease, and
                shall occupy and be in operation at the entire Leased Premises
                pursuant to this Lease.

        6.1.2.  Notice of the exercise of the option shall be sent to the
                Landlord in writing at least nine (9) months before the
                expiration of the initial term.

        6.1.3.  The renewal term shall be for a period of five years to commence
                at the expiration of the initial term, and all of the terms and
                conditions of this Agreement, other than the amount of Annual
                Rent, shall apply during any such renewal term.

        6.1.4.  Subject to the last sentence of this paragraph, the Annual Rent
                to be paid during the renewal term shall equal the fair market
                rental value of the Leased Premises if the same were available
                for lease to the public. If the parties are unable to agree on
                the fair market rental value of the Leased Premises, the parties
                shall each appoint one appraiser who shall in turn appoint a
                third independent appraiser and the determination of said three
                appraisers shall be binding on the parties. In no event,
                however, shall the annual basic rent



                                      -4-
<PAGE>

        payable by Tenant during the renewal period be less than the annual
        basic rent payable by Tenant during the immediately preceding twelve
        months.

6.2.    Tenant is granted a right of first offer (the "Right of First Offer") on
the following terms.

        6.2.1.  If Landlord desires to lease the space contiguous to the Leased
                Premises shown on Exhibit B (the "Contiguous Space"), Landlord
                shall notify Tenant in writing of the proposed commencement
                date. The rental rate and the other economic terms shall be
                substantially similar to the terms contained in this Lease.
                Tenant shall notify Landlord in writing within five (5) days
                after Tenant's receipt of such notice from Landlord as to
                whether or not Tenant elects to lease such space. If Tenant
                either notifies Landlord that Tenant does not wish to lease such
                space, or Tenant fails to so notify Landlord within such five
                (5) day period, then Tenant's Right of First Offer shall cease
                and Landlord may let such space without giving Tenant any
                further notice thereof.

        6.2.2.  Tenant's notice exercising the Right of First Offer shall
                constitute a binding commitment to lease the specified space on
                substantially the same terms and conditions as are set forth in
                this Lease as modified by the terms set forth in Landlord's
                notice. The term of the lease for the original Leased Premises
                shall be extended to conform to the term offered by Landlord for
                the new leased premises. Tenant's Proportionate Share and the
                total rentable area of the Leased Premises shall be increased
                accordingly. Landlord and Tenant shall execute and deliver an
                amendment of this Lease to confirm the exercise of Tenant's
                Right of First Offer.

        6.2.3.  The Right of First Offer set forth in this Article, is personal
                to Tenant named herein and may not be assigned or transferred by
                Tenant.

6.3.    In the event the Tenant assigns this Agreement or sublets, or licenses
the use or occupancy of, the Leased Premises or any portions thereof in
accordance with section 17 of this Agreement or otherwise, or attempts to do so:

        6.3.1.  any Option to Renew which the Tenant has theretofore properly
                exercised with respect to a Renewal Term that has not yet
                actually commenced shall be rescinded, if the Landlord so elects
                by notice to the Tenant, to the same extent as if it had not
                been exercised at all;

        6.3.2.  any Option to Renew or any other type of option or optional
                right exercisable by the Tenant not theretofore timely and
                otherwise properly exercised by the Tenant shall thereupon
                expire; and

        6.3.3.  if the Right of First Offer has not theretofore been exercised,
                the Right of First Offer shall expire.

6.4.    If the Leased Premises is being prepared exclusively by contractors
selected and retained by the Landlord and the Leased Premises cannot be legally
occupied for the intended use on or before April 11, 2002, then Tenant may
terminate this Agreement by written notice effective fifteen (15) days after
service thereof. This is the Termination Option. If Landlord completes and
delivers the Leased Premises within the fifteen day period after service of the
notice then the notice shall automatically be withdrawn and this Agreement shall
continue in full force and effect as though the notice had not been served. If
the Leased Premises cannot be legally occupied for the intended use on or before
February 11, 2002, the Tenant shall be entitled to one (1) day of rent abatement
for each day after



                                      -5-
<PAGE>

February 11, 2002 until the Leased Premises are delivered to the Tenant; and, if
the Leased Premises cannot be legally occupied for the intended use on or before
March 11, 2002, the Tenant shall be entitled to two (2) day of rent abatement
for each day after March 11, 2002 until the Leased Premises are delivered to the
Tenant. Notwithstanding the foregoing provisions of this subsection 6.4, the
dates of February 11, March 11, and April 11 shall be extended, day for day, for
each day that the Tenant Plan is delivered to Landlord after the Tenant Plan Due
Date.

6.5.    Even though the Commencement Date has occurred, Landlord shall satisfy
all punch list items identified by Tenant in a list provided within five (5)
business days after it takes occupancy of the Leased Premises and Landlord shall
also correct any latent defects that are identified by Tenant and reported to
Landlord in writing within the one year period after the Commencement Date. If
there is any dispute concerning punchlist items, latent defects or the
resolution thereof, the dispute shall be resolved by Rotwein and Blake, the
Tenant's architect.

7.      Use and Occupancy.

7.1.    The Tenant shall continuously occupy and use the Leased Premises during
the Term exclusively as its general offices. Tenant may have a computer room
with special heating and cooling units which run 24 hours a day. The Landlord
shall install a separate meter at Tenant's expense and Tenant shall pay the
electric charge associated with the operation of the special heating and cooling
units based upon the meter readings. The units shall be maintained by Landlord,
at its expense, for the first six months after the Commencement Date and,
thereafter, by Tenant, at its own expense.

7.2.    In connection with the Tenant's use and occupancy of the Leased Premises
and use of the Common Facilities, the Tenant shall observe, and the Tenant shall
cause the Tenant's employees, other agents and Guests to observe, each of the
following:

        7.2.1.  the Tenant shall not do, or permit or suffer the doing of,
                anything which might have the effect of creating an increased
                risk of, or damage from, fire, explosion or other casualty;

        7.2.2.  the Tenant shall not do, or permit or suffer the doing of,
                anything which would have the effect of (a) increasing any
                premium for any liability, property, casualty or excess coverage
                insurance policy otherwise payable by the Landlord or any tenant
                of Other Leased Premises or (b) making any such types or amounts
                of insurance coverage unavailable or less available to the
                Landlord or any tenant of Other Leased Premises;

        7.2.3.  to the extent they are not inconsistent with this Agreement, the
                Tenant and the Tenant's employees, other agents and Guests shall
                comply with the Building Rules and Regulations attached hereto
                as Exhibit D, and with any changes made therein by the Landlord
                if, with respect to any such changes, the Landlord shall have
                given notice of the particular changes to the Tenant and such
                changes shall not materially adversely affect the conduct of the
                Tenant's business in the Leased Premises;

        7.2.4.  the Tenant and the Tenant's employees, other agents and Guests
                shall not create, permit or continue any Nuisance in or around
                the Leased Premises, the Other Leased Premises, the Building,
                the Common Facilities and the Property;

        7.2.5.  The Tenant and the Tenant's employees, other agents and Guests
                shall not permit the Leased Premises to be regularly occupied by
                more than one individual per 200 square feet of usable floor
                space of the Leased Premises;

        7.2.6.  the Tenant and the Tenant's employees, other agents and Guests
                shall comply with all Federal, state and local statutes,
                ordinances, rules, regulations and orders as they pertain to the
                Tenant's use and occupancy of the Leased Premises, to the
                conduct of the Tenant's business and to the use of the Common
                Facilities, except that this subsection shall not



                                      -6-
<PAGE>

                require the Tenant to make any structural changes that may be
                required thereby that are generally applicable to the Building
                as a whole;

        7.2.7.  the Tenant and the Tenant's employees, other agents and Guests
                shall comply with the requirements of the Board of Fire
                Underwriters (or successor organization) and of any insurance
                carriers providing liability, property, casualty or excess
                insurance coverage regarding the Property, the Building, the
                Common Facilities or any portions thereof, and any other
                improvements on the Property, except that this subsection shall
                not require the Tenant to make any structural changes that may
                be required thereby that are generally applicable to the
                Building as a whole;

        7.2.8.  the Tenant and the Tenant's employees, other agents and Guests
                shall not bring or discharge any material or substance (solid
                liquid or gaseous) which is a Hazardous Substance, or conduct
                any activity, in or on the Property, the Building, the Common
                Facilities or the Leased Premises that shall have been
                identified:

                (i)     by the scientific community, or

                (ii)    by any Federal, state or local statute (including,
                        without limiting the generality of the foregoing, the
                        Spill Compensation and Control Act (58 N.J.S.A. 10-23.11
                        et seq.); the Industrial Site Recovery Act ("ISRA")(13
                        N.J.S.A. 1 K-6 et seq.); the Resource Conservation and
                        Recovery Act of 1976 (42 U.S.C. 6901 et seq.) as
                        amended; the Comprehensive Environmental Response
                        Compensation and Liability Act of 1980 (42 U.S.C. 9601
                        et seq.); the Federal Water Pollution Control Act/Clean
                        Water Act (33 U.S.C. 1251 et seq.); the Clean Water Act
                        (33 U.S.C. 1251 et seq.); the Clean Air Act (42 U.S.C.
                        7401 et seq.); the Toxic Substances Control Act (15
                        U.S.C. 2601 et seq.); the Hazardous Materials
                        Transportation Act (49 U.S.C. 5101 et seq.) and the Safe
                        Drinking Water Act (42 U.S.C. 300f through 300j) as
                        amended, and the regulations adopted and publications
                        promulgated pursuant to said laws; and in any revisions
                        or successor codes as toxic or hazardous to health or to
                        the environment ("Environmental Laws"). As used herein,
                        "Hazardous Substance" means any material or substance
                        which is toxic, ignitable, reactive, or corrosive; or
                        which is defined as "hazardous waste", "extremely
                        hazardous waste" or a "hazardous substance" by
                        Environmental Laws; or which is an asbestos,
                        polychlorinated biphenyl or a petroleum product; or
                        which is regulated by Environmental Laws;

        7.2.9.  the Tenant and the Tenant's employees, other agents and Guests
                shall not draw electricity in the Leased Premises in excess of
                the rated capacity of the electrical conductors and safety
                devices including, without limiting the generality of the
                foregoing, circuit breakers and fuses, by which electricity is
                distributed to and throughout the Leased Premises and, without
                the prior written consent of the Landlord in each instance,
                shall not connect any fixtures, appliances or equipment to the
                electrical distribution system serving the Building and the
                Leased Premises other than typical professional office equipment
                such as minicomputers, microcomputers, typewriters, copiers,
                telephone systems, coffee machines and table top microwave
                ovens, none of which, considered individually and in the
                aggregate, overall and per fused or circuit breaker protected
                circuit, shall exceed the above limits;

        7.2.10. on a timely basis the Tenant shall pay directly and promptly to
                the respective taxing authorities any taxes (other than Taxes)
                charged, assessed or levied exclusively on the



                                      -7-
<PAGE>

                Leased Premises or arising exclusively from the Tenant's use and
                occupancy of the Leased Premises; and

        7.2.11. the Tenant shall not initiate any appeal or contest of any
                assessment or collection of Taxes for any period without, in
                each instance, the prior written consent of the Landlord which,
                without being deemed unreasonable, the Landlord may withhold if
                the Building was not 90% occupied by paying tenants throughout
                that period or if the Tenant is not joined by tenants of Other
                Leased Premises that leased throughout that period, and that are
                then leasing, at least 80% of all Other Leased Premises,
                determined by their gross rentable floor space.

8.      Utilities, Services, Maintenance and Repairs.

8.1.    The Landlord shall provide or arrange for the provision of:

        8.1.1.  such maintenance and repair of the Building (except the Leased
                Premises and Other Leased Premises); the Common Facilities; and
                the heating, ventilation and air conditioning systems (but not
                including supplemental cooling, whether supplemental cooling
                units are found in the Leased Premises or not), any plumbing
                systems and the electrical systems in the Building, the Common
                Facilities, the Leased Premises and Other Leased Premises as is
                customarily provided for first class office buildings in the
                immediate area. Provided that Tenant complies with the use
                limitations set forth in this Agreement and provided further
                that no law or regulation prohibits the same, the heating and
                cooling system shall maintain inside occupied space conditions
                of 70 degrees F when the outside air temperature is 13 degrees F
                dry bulb and 78 degrees F dry bulb and 50% relative humidity
                when outside conditions are 90 degrees F dry bulb and 75 degrees
                F wet bulb;

        8.1.2.  maintenance and repair of the Leased Premises, except for
                refinishing walls and wall treatments, base, ceilings, floor
                treatments and doors in general from time to time or for gouges,
                spots, marks, damage or defacement caused by anyone other than
                the Landlord, its employees and other agents, and except for the
                Tenant's furniture, furnishings, equipment and other property;

        8.1.3.  such garbage removal from the Building and the Common Facilities
                and such janitorial services for the Building, the Leased
                Premises and Other Leased Premises as is customarily provided
                for first class office buildings in the immediate area including
                on-site day porter;

        8.1.4.  the electricity required for the operation of the Building, the
                Property and the Common Facilities during Regular Business Hours
                and, on a reduced service basis, during other than Regular
                Business Hours, and, at all times, the electricity required for
                the Leased Premises;

        8.1.5.  such heat, ventilation and air conditioning (but not including
                supplemental cooling, whether supplemental cooling units are
                found in the Leased Premises or not) for the Building, the
                Leased Premises and Other Leased Premises as is customarily
                provided for first class office buildings in the immediate area
                for the comfortable use of the Building during Regular Business
                Hours. (Customary cooling shall be determined without reference
                to the existence of such supplemental cooling units.);

        8.1.6.  water (including heated water) to the Building and, if the
                appropriate plumbing has been installed therein, to the Leased
                Premises;

        8.1.7.  sewage disposal for the Building;



                                      -8-
<PAGE>

        8.1.8.  passenger elevator service for the Building;

        8.1.9.  snow clearance from, and sweeping of, Parking Facilities and
                private access roads which are part of the Property or the
                Common Facilities and adequate lighting of the Parking
                Facilities until 11:00 P.M., Monday through Friday; and

        8.1.10. the maintenance of landscaping which is part of the Property or
                the Common Facilities.

8.2.    Except as specifically set forth in subsection 8.1 of this Agreement,
the Tenant shall maintain and repair the Leased Premises and keep the Leased
Premises in as good condition and repair, reasonable wear and use excepted, as
the Leased Premises are upon the completion of any improvements contemplated by
section 5 of this Agreement.

9.      Allocation of the Expense of Utilities, Services, Maintenance, Repairs
and Taxes.

9.1.    All Tenant Electric Charges shall be borne by the Tenant. It is agreed
that the Tenant Electric Charges are $1.50 per square foot per year, subject to
the provisions of subsection 10.10 of this Agreement.

9.2.    Between the Commencement Date and the end of the No Pass Through Period,
the Tenant's Share of all Operational Expenses and Taxes incurred during such
period shall be borne by the Landlord.

9.3.    Between the day after the end of the No Pass Through Period and the end
of the Term, the Tenant's Share of Operational Expenses and Taxes incurred
during each annual or shorter period ending on (a) December 31 of each year and
(b) the end of the Term shall be borne as follows:

        9.3.1.  the Tenant's Share of: Operational Expenses and Taxes incurred
                during each such period of 12 months (or shorter period), up to
                the amounts of Base Year Operational Expenses and Base Year
                Taxes, respectively (or proportional amount thereof for periods
                shorter than 12 months), shall be borne by the Landlord; and

        9.3.2.  the Tenant's Share of the amounts by which Operational Expenses
                and Taxes incurred during each such period of 12 months (or
                shorter period) exceed Base Year Operational Expenses and Base
                Year Taxes, respectively (or proportional amount thereof for
                periods shorter than 12 months) shall be allocated to, and borne
                by, the Tenant as more specifically set forth in section 10 of
                this Agreement.

10.     Computation and Payment of Allocated Expenses of Utilities, Services,
        Maintenance, Repairs, Taxes and Capital Expenditures.

10.1.   The Tenant shall promptly pay the following additional amounts to the
Landlord at the respective times set forth below:

        10.1.1. commencing with the first day after the end of the No Pass
                Through Period, and on the first day of each month thereafter
                during the Term, one-twelfth of the Tenant's Share of the amount
                by which Taxes for the then current calendar year exceeds Base
                Year Taxes, computed in accordance with subsection 10.5 of this
                Agreement. When Landlord knows of facts which cause a revision
                of the estimate, it may serve a revised estimate and, for the
                balance of the current calendar year, the estimated payments
                shall be made accordingly;

        10.1.2. within 20 days of the Landlord's giving notice to the Tenant
                after the close of each calendar year closing during the Term,
                commencing with the first calendar year closing



                                      -9-
<PAGE>

                after the close of the No Pass Through Period, and after the end
                of the Term, the Tenant's Share of the difference between the
                Landlord's previously projected amount of Taxes for such period
                and the actual amount of Taxes for such period, in either case
                in excess of Base Year Taxes, computed in accordance with
                subsection 10.6 of this Agreement (unless such difference is a
                negative amount, in which case the Landlord shall credit such
                difference against any amounts next due from the Tenant under
                subsections 10.1.1 and 10.5 of this Agreement);

        10.1.3. commencing with the first day after the end of the No Pass
                Through Period, and on the first day of each month thereafter
                during the Term, one-twelfth of the Tenant's Share of the amount
                by which Operational Expenses for the then current calendar year
                exceed Base Year Operational Expenses, computed in accordance
                with subsection 10.7 of this Agreement. When Landlord knows of
                facts which cause a revision of the estimate, it may serve a
                revised estimate and, for the balance of the current calendar
                year, the estimated payments shall be made accordingly;

        10.1.4. within 20 days of the Landlord's giving notice to the Tenant
                after the close of each calendar year closing during the Term,
                commencing with the first calendar year closing after the close
                of the No Pass Through Period, and after the end of the Term,
                the Tenant's Share of the difference between the Landlord's
                previously projected amount of Operational Expenses for such
                period and the actual amount of Operational Expenses for such
                period, in either case in excess of Base Year Operational
                Expenses, computed in accordance with subsection 10.8 of this
                Agreement (unless such difference is a negative amount, in which
                case the Landlord shall credit such difference against any
                amounts next due from the Tenant under subsections 10.1.3 and
                10.7 of this Agreement);

        10.1.5. commencing with the first day of the first month after the
                Landlord gives any notice contemplated by subsection 10.9 of
                this Agreement to the Tenant and continuing on the first day of
                each month thereafter until the earlier of (a) the end of the
                Term or (b) the last month of the useful life set forth in the
                respective notice, one-twelfth of the Tenant's Share of any
                Annual Amortized Capital Expenditure, computed in accordance
                with subsection 10.9 of this Agreement;

        10.1.6. on the first day of each month during the Term, the monthly
                Tenant Electric Charges, set forth in section 9.1 of this
                Agreement as the same may be revised in accordance with
                subsection 10.10 of this Agreement; and

        10.1.7. promptly as and when billed therefor by the Landlord, the amount
                of any expense which would otherwise fall within the definition
                of Operational Expenses, but which is specifically paid or
                incurred by the Landlord for operation and maintenance of the
                Building, the Common Facilities or the Property outside Regular
                Business Hours at the specific request of the Tenant or the
                amount of any expenditure incurred for maintenance or repair of
                damage to the Building, the Common Facilities, the Property, the
                Leased Premises or the Other Leased Premises caused directly or
                indirectly, in whole or in part, by the active or passive
                negligence or intentional act of the Tenant or any of its
                employees, other agents or Guests.

10.2.   "Operational Expenses" means all expenses paid or incurred by the
Landlord in connection with the Property, the Building, the Common Facilities
and any other improvements on the Property and their operation and maintenance
(other than Taxes (which are separately allocated



                                      -10-
<PAGE>

to the Tenant in accordance with subsections 10.1.1 and 10.1.2 of this
Agreement), Capital Expenditures (which are separately allocated to the Tenant
in accordance with subsection 10.1.5 of this Agreement) and those expenses
contemplated by subsections 10.1.6 and 10.1.7 of this Agreement)) including,
without limiting the generality of the foregoing:

        10.2.1. Utilities Expenses;

        10.2.2. the expense of providing the services, maintenance and repairs
                contemplated by subsection 8.1 of this Agreement, whether
                furnished by the Landlord's employees or by independent
                contractors or other agents;

        10.2.3. wages, salaries, fees and other compensation and payments and
                payroll taxes and contributions to any social security,
                unemployment insurance, welfare, pension or similar fund and
                payments for other fringe benefits required by law or union
                agreement (or, if the employees or any of them are not
                represented by a union, then payments for benefits comparable to
                those generally required by union agreement in first class
                office buildings in the immediate area which are unionized) made
                to or on behalf of any employees of Landlord performing services
                rendered in connection with the operation and maintenance of the
                Building, the Common Facilities and the Property, including,
                without limiting the generality of the foregoing, elevator
                operators, elevator starters, window cleaners, porters,
                janitors, maids, miscellaneous handymen, watchmen, persons
                engaged in patrolling and protecting the Building, the Common
                Facilities and the Property, carpenters, engineers, firemen,
                mechanics, electricians, plumbers, other tradesmen, other
                persons engaged in the operation and maintenance of the
                Building, Common Facilities and Property, Building
                superintendent and assistants, Building manager, and clerical
                and administrative personnel;

        10.2.4. the uniforms of all employees and the cleaning, pressing and
                repair thereof;

        10.2.5. premiums and other charges incurred by Landlord with respect to
                all insurance relating to the Building, the Common Facilities
                and the Property and the operation and maintenance thereof,
                including, without limitation: property and casualty, fire and
                extended coverage insurance, including windstorm, flood, hail,
                explosion, other casualty, riot, rioting attending a strike,
                civil commotion, aircraft, vehicle and smoke insurance; public
                liability insurance; elevator, boiler and machinery insurance;
                excess liability coverage insurance; use and occupancy
                insurance; workers' compensation and health, accident,
                disability and group life insurance for all employees; casualty
                rent insurance and such other insurance with such limits as may,
                from time to time, be customary for office buildings or which
                Landlord may be required to secure by mortgage lenders;

        10.2.6. sales and excise taxes and the like upon any Operational
                Expenses and Capital Expenditures;

        10.2.7. management fees of any independent managing agent for the
                Property, the Building or the Common Facilities; and if there
                shall be no independent managing agent, or if the managing agent
                shall be a person affiliated with the Landlord, the management
                fees that would customarily be charged for the management of the
                Property, the Building and the Common Facilities by an
                independent, first class managing agent in the immediate area;

        10.2.8. the cost of replacements for tools, supplies and equipment used
                in the operation, service, maintenance, improvement, inspection,
                repair and alteration of the Building, the Common Facilities and
                the Property;



                                      -11-
<PAGE>

        10.2.9. the cost of repainting or otherwise redecorating any part of the
                Building or the Common Facilities;

        10.2.10. decorations for the lobbies and other Common Facilities in the
                 Building;

        10.2.11. the cost of licenses, permits and similar fees and charges
                 related to operation, repair and maintenance of the Building,
                 the Property and the Common Facilities; and

        10.2.12. any and all other expenditures of the Landlord in connection
                 with the operation, alteration, repair or maintenance of the
                 Property, the Common Facilities or the Building as a
                 first-class office building and facilities in the immediate
                 area which are properly treated as an expense fully deductible
                 as incurred in accordance with generally applied real estate
                 accounting practice. In determining Base Year Operational
                 Expenses, Landlord may adjust any line item which, when
                 compared to the same line item for the year prior to the Base
                 Year, has increased at a rate which is more than double the
                 increase in the Index at the end of the year prior to the Base
                 Year compared to the Index at the end of the Base Year. In such
                 event, the actual expense incurred for the line item in the
                 Base Year shall be adjusted to equal the amount incurred for
                 the same line item for the year prior to the Base Year
                 multiplied by the sum of one plus the percentage increase in
                 the Index for the one year period.

10.3.   "Capital Expenditures" means the following expenditures incurred or paid
by the Landlord in connection with the Property, the Building, the Common
Facilities and any other improvements on the Property:

        10.3.1. all costs and expenses incurred by the Landlord in connection
                with retro-fitting the entire Building or the Common Facilities,
                or any portion thereof, to comply with any change in Federal,
                state or local statute, rule, regulation, order or requirement
                which change takes effect after the effective date of this
                Agreement;

        10.3.2. all costs and expenses incurred by the Landlord to replace any
                parts of the Property, the Building or the Common Facilities if
                Landlord, in the reasonable exercise of its judgment determines
                that the amortized cost of replacement will be less than the
                cost of maintenance and repair of the replaced item or if the
                item cannot be repaired and must be replaced; and

        10.3.3. all costs and expenses incurred by the Landlord in connection
                with the installation of any energy, labor or other cost saving
                device or system on the Property or in the Building or the
                Common Facilities.

10.4.   Neither "Operational Expenses" nor "Capital Expenditures" shall include
any of the following.

        10.4.1. principal or interest on any mortgage indebtedness on the
                Property, the Building or any portion thereof;

        10.4.2. any capital expenditure, or amortized portion thereof, other
                than those included in the definition of Capital Expenditures
                set forth in subsection 10.3 above;

        10.4.3. expenditures for any leasehold improvement which is made in
                connection with the preparation of any portion of the Building
                for occupancy by a new tenant or which is not made generally to
                or for the benefit of the Leased Premises and all Other Leased
                Premises or generally to the Building or the Common Facilities;



                                      -12-
<PAGE>

        10.4.4. to the extent the Landlord actually receives proceeds of
                property and casualty insurance policies on the Building, other
                improvements on the Property or the Common Facilities,
                expenditures for repairs or replacements occasioned by fire or
                other casualty to the Building or the Common Facilities;

        10.4.5. expenditures for repairs, replacements or rebuilding occasioned
                by any of the events contemplated by section 16 of this
                Agreement;

        10.4.6. expenditures for costs, including advertising and leasing
                commissions, incurred in connection with efforts to lease
                portions of the Building and to procure new tenants for the
                Building, specifically excluding any and all legal or other
                expenses incurred in connection with enforcing the terms of any
                leases with other tenants;

        10.4.7. expenditures for the salaries and benefits of the executive
                officers, if any, of the Landlord; and

        10.4.8. depreciation (as that term is used in the accounting sense in
                the context of generally applied real estate accounting
                practice) of the Building, the Common Facilities and any other
                improvement on the Property.

10.5.   As soon as practicable after the close of the No Pass Through Period and
December 31 of each year thereafter, any portion of which is during the Term,
the Landlord shall furnish the Tenant with a notice setting forth:

        10.5.1. Taxes billed, or if a bill has not then been received for the
                entire period, the Landlord's projection of Taxes to be billed,
                for the then current calendar year;

        10.5.2. the amount of Base Year Taxes;

        10.5.3. the amount, if any, by which item 10.5.1 above exceeds item
                10.5.2 above; and

        10.5.4. the Tenant's Share of item 10.5.3 above.

10.6.   As soon as practicable after December 31 of each year during the Term
and after the end of the Term, the Landlord shall furnish the Tenant with a
notice setting forth:

        10.6.1. the actual amount of Taxes for the preceding calendar year in
                excess of Base Year Taxes (or proportional amount thereof for
                shorter periods during the Term);

        10.6.2. the Landlord's previously projected amount of Taxes for the
                preceding calendar year in excess of Base Year Taxes (or
                proportional amount thereof for shorter periods during the
                Term);

        10.6.3. the difference obtained by subtracting item 10.6.2 above from
                item 10.6.1 above; and

        10.6.4. the Tenant's Share of item 10.6.3 above.

10.7.   As soon as practicable after the close of the No Pass Through Period and
December 31 of each year thereafter, any portion of which is during the Term,
the Landlord shall furnish the Tenant with a notice setting forth:

        10.7.1. the Landlord's projection of annual Operational Expenses for the
                current period (if any



                                      -13-
<PAGE>

                portion thereof is during the Term);

        10.7.2. the amount of the Base Year Operational Expenses;

        10.7.3. the amount, if any, by which item 10.7.1 above exceeds item
                10.7.2 above; and

        10.7.4. the Tenant's Share of item 10.7.3 above.

10.8.   As soon as practicable after December 31 of each year during the Term
and after the end of the Term, the Landlord shall furnish the Tenant with a
notice setting forth:

        10.8.1. the actual amount of Operational Expenses for the preceding
                calendar year in excess of Base Year Operational Expenses (or
                proportional amount thereof for shorter periods during the
                Term);

        10.8.2. the Landlord's previously projected amount of Operational
                Expenses for the preceding calendar year in excess of Base Year
                Operational Expenses (or proportional amount thereof for shorter
                periods during the Term);

        10.8.3. the difference obtained by subtracting item 10.8.2 above from
                item 10.8.1 above; and

        10.8.4. the Tenant's Share of item 10.8.3 above.

10.9.   As soon as practicable after incurring any Capital Expenditure, the
Landlord shall furnish the Tenant with a notice setting forth:

        10.9.1. a description of the Capital Expenditure and the subject
                thereof;

        10.9.2. the date the subject of the respective Capital Expenditure was
                first placed into service and the period of useful life selected
                by the Landlord in connection with the determination of the
                Annual Amortized Capital Expenditure;

        10.9.3. the amount of the Annual Amortized Capital Expenditure; and

        10.9.4. the Tenant's Share of item 10.9.3 above.

10.10.  From time to time after the Commencement Date, the Landlord may furnish
the Tenant with a notice setting forth its estimate of Tenant Electric Charges
per month. Unless the Tenant desires to question the Landlord's then most recent
estimate of Tenant Electric Charges exclusively in the manner set forth below,
the Landlord's then most recent estimate shall be binding and shall continue in
effect until any question raised by the Tenant is otherwise resolved in
accordance with this subsection 10.10 of the Agreement. If the Tenant desires to
question the Landlord's estimate of Tenant Electric Charges, the Tenant shall
give notice to the Landlord of its desire. Upon receipt of the Tenant's notice,
the Landlord shall obtain, at the Tenant's expense, a reputable, independent
electrical engineer's formal written estimate and computation of the Tenant
Electric Charges. The engineer's estimate and computation of Tenant Electric
Charges shall thereupon control for a 12 month period commencing with the date
as of which it is given effect as to Tenant Electric Charges, and until the
Landlord furnishes the Tenant with a subsequent notice setting forth its
estimate of Tenant Electric Charges per month, except to the extent that the
Landlord may increase them in proportion to increases in Utilities Expenses
during the same period.

10.11.  Within 30 days after the Landlord gives any notice enumerated in
subsections 10.5 through 10.10 of this Agreement, the Tenant or the Tenant's
authorized agent, upon one week's prior notice to the



                                      -14-
<PAGE>

Landlord, may inspect the Landlord's books and records, as they pertain to the
particular expense in question, at the Landlord's office regarding the subject
of any such notice to verify the amount(s) and calculation(s) thereof. After
payment of the Tenant's Share in accordance with the provisions of section 10 of
this Agreement, no further audit shall be conducted with respect to Operational
Expenses, Taxes, Capital Expenditures, Base Year Operational Expenses or Base
Year Taxes except with respect to items which may have been questioned within
the 30-day period. Tenant agrees that no audit will be conducted by an auditor
engaged, in whole or in part, on a contingent fee basis. If an audit is
conducted, the Landlord shall have the right to verify that the provisions of
this prohibition have been satisfied.

10.12.  The mere enumeration of an item within the definitions of Operational
Expenses and Capital Expenditures in subsections 10.2 and 10.3 of this
Agreement, respectively, shall not be deemed to create an obligation on the part
of the Landlord to provide such item unless the Landlord is affirmatively
required to provide such item elsewhere in this Agreement.

11.     Leasehold Improvements, Fixtures and Trade Fixtures.

All leasehold improvements to the Leased Premises, fixtures installed in the
Leased Premises and the blinds and floor treatments or coverings shall be the
property of the Landlord, regardless of when, by which party or at which party's
cost the item is installed. Movable furniture, furnishings, trade fixtures and
equipment of the Tenant which are in the Leased Premises shall be the property
of the Tenant, except as may otherwise be set forth in section 23 of this
Agreement.

12.     Alterations, Improvements and Other Modifications by the Tenant.

12.1.   The Tenant shall not make any alterations, improvements or other
modifications to the Leased Premises which effect structural changes in the
Building or any portion thereof, change the functional utility or rental value
of the Leased Premises or, except as may be contemplated by section 5 of this
Agreement prior to the Commencement Date, affect the mechanical, electrical,
plumbing or other systems installed in the Building or the Leased Premises.

12.2.   The Tenant shall not make any other alterations, improvements or
modifications to the Leased Premises, the Building or the Property or make any
boring in the ceiling, walls or floor of the Leased Premises or the Building
unless the Tenant shall have first:

        12.2.1. furnished to the Landlord detailed, New Jersey
                architect-certified construction drawings, construction
                specifications and, if they pertain in any way to the heating,
                ventilation and air conditioning or other systems of the
                Building, related engineering design work and specifications
                regarding, the proposed alterations, improvements or other
                modifications;

        12.2.2. not received a notice from the Landlord objecting thereto in any
                respect within 30 days of the furnishing thereof (which shall
                not be deemed the Landlord's affirmative consent for any
                purpose);

        12.2.3. obtained any necessary or appropriate building permits or other
                approvals from the Municipality and, if such permits or other
                approvals are conditional, satisfied all conditions to the
                satisfaction of the Municipality; and

        12.2.4. met, and continued to meet, all the following conditions with
                regard to any contractors selected by the Tenant and any
                subcontractors, including materialmen, in turn selected by any
                of them:

                12.2.4.1. the Tenant shall have sole responsibility for payment
                          of, and shall pay, such



                                      -15-
<PAGE>

                          contractors;

                12.2.4.2. the Tenant shall have sole responsibility for
                          coordinating, and shall coordinate, the work to be
                          supplied or performed by such contractors, both among
                          themselves and with any contractors selected by the
                          Landlord;

                12.2.4.3. the Tenant shall not permit or suffer the filing of
                          any notice of construction lien claim or other lien or
                          prospective lien by any such contractor or
                          subcontractor with respect to the Property, the Common
                          Facilities, the Building or any other improvements on
                          the Property; and if any of the foregoing should be
                          filed by any such contractor or subcontractor, the
                          Tenant shall forthwith obtain and file the complete
                          discharge and release thereof or provide such payment
                          bond(s) from a reputable, financially sound
                          institutional surety as will, in the opinions of the
                          Landlord, the holders of any mortgage indebtedness on,
                          or other interest in, the Property, the Building, the
                          Common Facilities or any other improvements on the
                          Property, or any portions thereof, and their
                          respective title insurers, be adequate to assure the
                          complete discharge and release thereof;

                12.2.4.4. prior to any such contractor's entering upon the
                          Property, the Building or the Leased Premises or
                          commencing work the Tenant shall have delivered to the
                          Landlord (a) all the Tenant's certificates of
                          insurance set forth in section 14 of this Agreement,
                          conforming in all respects to the requirements of
                          section 14 of this Agreement, except that the
                          effective dates of all such insurance policies shall
                          be prior to any such contractor's entering upon the
                          Property, the Building or the Leased Premises or
                          commencing work (if any work is scheduled to begin
                          before the Commencement Date) and (b) similar
                          certificates of insurance from each of the Tenant's
                          contractors providing for coverage in equivalent
                          amounts, together with their respective certificates
                          of workers' compensation insurance, employer's
                          liability insurance and products-completed operations
                          insurance, the latter providing coverage in at least
                          the amount required for the Tenant's comprehensive
                          general public liability and excess insurance;

                12.2.4.5. each such contractor shall be a party to collective
                          bargaining agreements with those unions that are
                          certified as the collective bargaining agents of all
                          bargaining units of such contractor, of which all such
                          contractor's workpersons shall be members in good
                          standing;

                12.2.4.6. each such contractor shall perform its work in a good
                          and workpersonlike manner and shall not interfere with
                          or hinder the Landlord or any other contractor in any
                          manner;

                12.2.4.7. there shall be no labor dispute of any nature
                          whatsoever involving any such contractor or any
                          workpersons of such contractor or the unions of which
                          they are members with anyone; and if such a labor
                          dispute exists or comes into existence the Tenant
                          shall forthwith, at the Tenant's sole cost and
                          expense, remove all such contractors and their
                          workpersons from the Building, the Common Facilities
                          and the Property; and

                12.2.4.8. the Tenant shall have the sole responsibility for the
                          security of the Leased Premises and all contractors'
                          materials, equipment and work, regardless of whether
                          their work is in progress or completed.



                                      -16-
<PAGE>

12.3.   After the Commencement Date, the Tenant shall not apply any wall
covering (except latex based flat paint) or other treatment to the walls of the
Leased Premises without the prior written consent of the Landlord.

13.     Landlord's Rights of Entry and Access.

The Landlord and its authorized agents shall have the following rights of entry
and access to the Leased Premises:

13.1.   In case of any emergency or threatened emergency, at any time for any
purpose which the Landlord reasonably believes under such circumstances will
serve to prevent, eliminate or reduce the emergency, or the threat thereof, or
damage or threatened damage to persons and property.

13.2.   Upon at least one day's prior verbal advice to the Tenant, at any time
for the purpose of erecting or constructing improvements, modifications,
alterations and other changes to the Building or any portion thereof, including,
without limiting the generality of the foregoing, the Leased Premises, the
Common Facilities or the Property or for the purpose of repairing, maintaining
or cleaning them, whether for the benefit of the Landlord, the Building, all
tenants of Other Leased Premises in the Building, or one or more tenants of
Other Leased Premises, or others. In connection with any such improvements,
modifications, alterations, other changes, repairs, maintenance or cleaning, the
Landlord may close off such portions of the Property, the Building and the
Common Facilities and interrupt such services as may be necessary to accomplish
such work, without liability to the Tenant therefor and without such closing or
interruption being deemed an eviction or constructive eviction or requiring an
abatement of Rent. However, in accomplishing any such work, the Landlord shall
endeavor not to materially interfere with the Tenant's use and enjoyment of the
Leased Premises or the conduct of the Tenant's business and to minimize
interference, inconvenience and annoyance to the Tenant.

13.3.   At all reasonable hours for the purpose of operating, inspecting or
examining the Building, including the Leased Premises, or the Property.

13.4.   At any time after the Tenant has vacated the Leased Premises, for the
purpose of preparing the Leased Premises for another tenant or prospective
tenant.

13.5.   If practicable by appointment with the Tenant, at all reasonable hours
for the purpose of showing the Building to prospective purchasers, mortgagees
and prospective mortgagees and prospective ground lessees and lessors.

13.6.   If practicable by appointment with the Tenant, at all reasonable hours
during the last nine months of the Term for the purpose of showing the Leased
Premises to prospective tenants thereof.

13.7.   The mere enumeration of any right of the Landlord within this section 13
of the Agreement shall not be deemed to create an obligation on the part of the
Landlord to exercise any such right unless the Landlord is affirmatively
required to exercise such right elsewhere in this Agreement.

14.     Liabilities and Insurance Obligations.

14.1.   The Tenant shall, at the Tenant's own expense, purchase before the
Commencement Date, and maintain in full force and effect throughout the Term and
any other period during which the Tenant may have possession of the Leased
Premises, the following types of insurance coverage from financially sound and
reputable insurers, licensed by the State of New Jersey to provide such
insurance and acceptable to the Landlord, in the minimum amounts set forth
below, each of which insurance policies shall be for the benefit of, and shall
name the Landlord, the Landlord's managing agent and mortgagees and ground



                                      -17-
<PAGE>

lessors known to the Tenant, if any, of the Building, the Common Facilities, the
Property or any interest therein, their successors and assigns as additional
persons insured, and none of which insurance policies shall contain a
"co-insurance" clause:

        14.1.1. commercial general liability insurance (including "broad form
                and contractual liability" coverage) and excess ("umbrella")
                insurance which, without limiting the generality of the
                foregoing, considered together shall insure against such risks
                as bodily injury, death and property damage, with a combined
                single limit of not less than $3,000,000.00 for each occurrence;
                and

        14.1.2. "all-risks" property insurance covering the Leased Premises in
                an amount sufficient, as determined by the Landlord from time to
                time, to cover the replacement costs for all Tenant's
                alterations, improvements, fixtures and personal property
                located in or on the Leased Premises.

14.2.   With respect to risks:

        14.2.1. as to which this Agreement requires either party to maintain
                insurance, or

        14.2.2. as to which either party is effectively insured and for which
                risks the other party may be liable,

        14.2.3. the party required to maintain such insurance and the party
                effectively insured shall use its best efforts to obtain a
                clause, if available from the respective insurer, in each such
                insurance policy expressly waiving any right of recovery, by
                reason of subrogation to such party's rights or otherwise, the
                respective insurer might otherwise have or obtain against the
                other party, so long as such a clause can be obtained in the
                respective insurance policy without additional premium cost. If
                such a clause can be obtained in the respective insurance
                policy, but only at additional premium cost, such party shall,
                by notice to the other party, promptly advise the other party of
                such fact and the amount of the additional premium cost. If the
                other party desires the inclusion of such a clause in the
                notifying party's respective insurance policy, the other party
                shall, within 10 days of receipt of the notifying party's
                notice, by notice advise the notifying party of its desire and
                enclose therewith its check in the full amount of the additional
                premium cost; otherwise the notifying party need not obtain such
                a clause in the respective insurance.

14.3.   Each party hereby waives any right of recovery against the other party
for any and all damages for property losses and property damages which are
actually insured by either party, but only to the extent:

        14.3.1. that the waiver set forth in this subsection 14.3 does not cause
                or result in any cancellation of, or diminution in, the
                insurance coverage otherwise available under any applicable
                insurance policy;

        14.3.2. of the proceeds of any applicable insurance policy (without
                adjustment for any deductible amount set forth therein) actually
                received by such party for such respective loss or damages; and

        14.3.3. the substance of the clause contemplated by subsection 14.2 of
                this Agreement is actually and effectively set forth in the
                respective insurance policy.

The waiver set forth in this subsection 14.3 of the Agreement shall not apply
with respect to liability insurance policies (as opposed to property and
casualty insurance policies).




                                      -18-
<PAGE>

14.4.   The Tenant hereby waives any right of recovery it might otherwise have
against the Landlord for losses and damages caused actively or passively, in
whole or in part, by any of the risks the Tenant is required to insure against
in accordance with subsections 14.1.1 or 14.1.2 of this Agreement, unless such
waiver would cause or result in a cancellation of, or diminution in, the
coverage of the Tenant's policies of insurance against such risks.

14.5.   The Landlord shall have no liability whatsoever to the Tenant or the
Tenant's employees, other agents or Guests or anyone else for any death, bodily
injury, property loss or other damages suffered by any of them or any of their
property which is not caused directly, exclusively and entirely by the active
gross negligence or intentional misconduct of the Landlord without the
intervention or contribution of any other cause or contributing factor
whatsoever.

14.6.   Each policy of insurance required under subsection 14.1 of this
Agreement shall include provisions to the effect that:

        14.6.1. no act or omission of the Tenant, its employees, other agents or
                Guests shall result in a loss of insurance coverage otherwise
                available under such policy to any person required to be named
                as an additional insured in accordance with subsection 14.1 of
                this Agreement; and

        14.6.2. the insurance coverage afforded by such policy shall not be
                diminished, cancelled, permitted to expire or otherwise
                terminated for any reason except upon 30 days' prior written
                notice from the insurer to every person required to be named as
                an additional insured in accordance with subsection 14.1 of this
                Agreement.

14.7.   With respect to each type of insurance coverage referred to in
subsection 14.1 of this Agreement, prior to the Commencement Date the Tenant
shall cause its insurer(s) to deliver to the Landlord the certificate(s) of the
insurer(s) setting forth the name and address of the insurer, the name and
address of each additional insured, the type of coverage provided, the limits of
the coverage, any deductible amounts, the effective dates of coverage and that
each policy under which coverage is provided affirmatively includes provisions
to the effect set forth in subsection 14.6 of this Agreement. In the event any
of such certificates indicates a coverage termination date earlier than the end
of the Term or the end of any other period during which the Tenant may have
possession of the Leased Premises, no later than 10 days before any such
coverage termination date, the Tenant shall deliver to the Landlord respective,
equivalent, new certificate(s) of the insurer(s).

15.     Casualty Damage to Building or Leased Premises.

15.1.   In the event of any damage to the Building or any portion thereof by
fire or other casualty, with the result that the Leased Premises are rendered
unusable, in whole or in part, then, unless the Building is destroyed or so
damaged that the Landlord does not intend to rebuild the same, the Landlord
shall, within 30 business days of the casualty, determine the period of time
required to restore the Building and the Leased Premises (but not including the
improvements constructed or installed prior to the Term or during the Term in
excess of the original allowance for the same).

        15.1.1. If, in Landlord's opinion, the restoration described above will
                take more than 180 days then either the Landlord or the Tenant
                may elect to cancel this Agreement effective as of the date of
                casualty. Notice of such election shall be served upon the other
                party within the ten-day period following the 30-business day
                period described above.

        15.1.2. If, in Landlord's opinion, the restoration described above will
                take 180 days or less, then Landlord shall not cancel this
                Agreement and must restore the Building and the Leased



                                      -19-
<PAGE>

                Premises as aforesaid. In either of such events, the Landlord
                shall cause restoration to proceed diligently and expediently to
                the extent the Landlord has received proceeds of any property,
                casualty or liability insurance on the damaged portions (or
                would have received such proceeds had it obtained such
                coverage).

15.2.   Rent shall abate from the date of the casualty until:

        15.2.1. such time as the Leased Premises are again fully usable and be
                reduced during such period by the amount which bears the same
                proportion to the Rent otherwise payable during such period as
                the gross rentable floor space of the Leased Premises which are
                rendered unusable bears to the gross rentable floor space of the
                Leased Premises. The restoration of the improvements constructed
                or installed prior to the Term or during the Term in excess of
                the original allowance for the same shall be the Tenant's
                responsibility. Tenant shall make reasonable, good faith efforts
                to integrate the restoration which is its responsibility with
                the work which is being performed by Landlord. To the extent
                that is not feasible, Tenant shall be allowed an additional,
                reasonable interval to complete its work, not to exceed sixty
                days and Rent shall abate during the interval required for such
                restoration. The Landlord shall cooperate with Tenant to
                integrate the restoration of such improvements during the
                reconstruction period; or

        15.2.2. this Agreement is canceled pursuant to the provisions of
                subsections 15.1.

15.3.   If, in the Landlord's opinion, the restoration described above will take
more than 180 days and the Landlord makes the election to cancel set forth in
subsection 15.1 above then Landlord, in such event, may proceed with restoration
(or non-restoration) in any manner it chooses, without any liability to Tenant.

15.4.   The Tenant shall promptly advise the Landlord by the quickest means of
communication of the occurrence of any casualty damage to the Building or the
Leased Premises of which the Tenant becomes aware.

16.     Condemnation.

If the Leased Premises, or any portion thereof, or the Building or the Common
Facilities, or any substantial portion of any of the foregoing, shall be
acquired for any public or quasi-public use or purpose by statute, right of
eminent domain or private sale in lieu thereof, with the result the Tenant can
not use and occupy the Leased Premises for the purpose set forth in subsection
7.1 of this Agreement, the Tenant hereby waives any claim against the Landlord,
the condemning authority or other person acquiring same for the putative value
of any leasehold interest or loss of the use of same, except for any right the
Tenant might have to make a claim, independent of, and without reference to or
having any effect on, any award or claim of the Landlord, against the condemning
authority or other acquiring party regarding the value of the Tenant's installed
trade fixtures and other installed equipment which are not removable from the
Leased Premises or for ordinary and necessary moving expenses occasioned
thereby.

17.     Assignment or Subletting by Tenant.

17.1.   Except as may be specifically set forth in this section 17 of the
Agreement, the Tenant shall not:

        17.1.1. assign, or purport to assign, this Agreement or any of the
                Tenant's rights hereunder;

        17.1.2. sublet, or purport to sublet, the Leased Premises or any portion
                thereof;



                                      -20-
<PAGE>

        17.1.3. license, or purport to license, the use or occupancy of the
                Leased Premises or any portion thereof;

        17.1.4. otherwise transfer, or attempt to transfer any interest
                including, without limiting the generality of the foregoing, a
                mortgage, pledge or security interest, in this Agreement, the
                Leased Premises or the right to the use and occupancy of the
                Leased Premises; or

        17.1.5. indirectly accomplish, or permit or suffer the accomplishment
                of, any of the foregoing by merger or consolidation with another
                entity, by acquisition or disposition of assets or liabilities
                outside the ordinary course of the Tenant's business or by
                acquisition or disposition, by the Tenant's equity owners or
                subordinated creditors, of any of their respective interests in
                the Tenant.

17.2.   The Tenant shall not assign this Agreement or any of the Tenant's rights
hereunder or sublet the Leased Premises or any portion thereof without first
giving three months' prior notice to the Landlord of its desire to assign or
sublet and requesting the Landlord's consent and without first receiving the
Landlord's prior written consent. The Tenant's notice to the Landlord shall
include:

        17.2.1. the full name, address and telephone number of the proposed
                assignee or sublessee;

        17.2.2. a description of the type(s) of business in which the proposed
                assignee or sublessee is engaged and proposes to engage;

        17.2.3. a description of the precise use to which the proposed assignee
                or sublessee intends to put the Leased Premises or portion
                thereof;

        17.2.4. the proposed assignee's or subtenant's most recent quarterly and
                annual financial statements prepared in accordance with
                generally accepted accounting principles and any other evidence
                of financial position and responsibility that the Tenant or
                proposed assignee or sublessee may desire to submit;

        17.2.5. by diagram and measurement of the actual square feet of floor
                space, the precise portion of the Leased Premises proposed to be
                subject to the assignment of this Agreement or to be sublet;

        17.2.6. a complete, accurate and detailed description of the terms of
                the proposed assignment or sublease including, without limiting
                the generality of the foregoing, all consideration paid or
                given, or proposed to be paid or to be given, by the proposed
                assignee, sublessee or other person to the Tenant and the
                respective times of payment or delivery; and

        17.2.7. any other information reasonably requested by the Landlord.

17.3.   By the expiration of the notice period contemplated by subsection 17.2
of this Agreement, the Landlord, in its sole discretion, shall take one of the
following actions by notice to the Tenant:

        17.3.1. grant consent on the terms and conditions set forth in
                subsection 17.4 of this Agreement and such other reasonable
                terms and conditions set forth in the Landlord's notice;

        17.3.2. refuse to grant consent for any of the reasons set forth in
                subsection 17.5 of this Agreement or for any other reasonable
                reason set forth in the Landlord's notice; or

        17.3.3. elect to terminate the Term as of (a) the end of the third full
                month after the Tenant has



                                      -21-
<PAGE>

                given notice of the Tenant's desire to assign or sublet or (b)
                the proposed effective date of the proposed assignment or
                sublease, unless Tenant revokes its request to assign or sublet
                by written notice served upon the Landlord within ten (10) days
                of receipt of notice of Landlord's election to terminate.

17.4.   The Landlord's consent to the Tenant's proposed assignment or sublease,
if granted under subsection 17.3.1 of this Agreement, shall be subject to all
the following terms and conditions (and to any other terms and conditions
permitted by that subsection):

        17.4.1. any proposed assignee or sublessee shall, by document executed
                and delivered forthwith to the Landlord, agree to be bound by
                all the obligations of the Tenant set forth in this Agreement;

        17.4.2. the Tenant shall remain liable under this Agreement, jointly and
                severally with any proposed assignee or sublessee, for the
                timely performance of all obligations of the Tenant set forth in
                this Agreement;

        17.4.3. the Tenant shall forthwith deliver to the Landlord manually
                executed copies of all documents regarding the proposed
                assignment or sublease and a written, accurate and complete
                description, manually executed both by the Tenant and the
                proposed assignee or sublessee, of any other agreement,
                arrangement or understanding between them regarding the same;

        17.4.4. with respect to any consideration or other thing of value
                received or to be received by the Tenant in connection with any
                such assignment or sublease (other than those payable in equal
                monthly installments each month during the proposed term of any
                such assignment or sublease), the Tenant shall pay to the
                Landlord one-half of any such amount and one half of the fair
                market value of any other thing of value within 10 days of
                receipt of same; and

        17.4.5. with respect to any amount payable to the Tenant in equal
                monthly installments each month during the proposed term of any
                such assignment or sublease in connection with such assignment
                or sublease, which amount is in excess of the amount which bears
                the same ratio to the monthly installment of Rent due from the
                Tenant as the usable floor space of the Leased Premises subject
                to the assignment or sublease bears to the usable floor space of
                the entire Leased Premises, the Tenant shall pay one-half of
                such excess to the Landlord together with the Tenant's monthly
                installment of Rent.

17.5.   The Landlord's refusal to grant consent under subsection 17.3.2 of this
Agreement shall not be deemed an unreasonable withholding of consent if based
upon any of the following reasons (or any other reason permitted by that
subsection):

        17.5.1. the Landlord desires to take one of the other actions enumerated
                in subsection 17.3 of this Agreement;

        17.5.2. there is already another assignee, sublessee or licensee of all
                or a portion of the Leased Premises;

        17.5.3. the proposed sublease is for a term of less than one year;

        17.5.4. the proposed sublease is for a term which would expire after the
                Term;



                                      -22-
<PAGE>

        17.5.5. less than one year remains in the Term as of the proposed
                effective date of the proposed assignment or sublease;

        17.5.6. the general reputation, financial position or ability or type of
                business of, or the anticipated use of the Leased Premises by,
                the proposed assignee or proposed sublessee is unsatisfactory to
                the Landlord or is inconsistent with those of tenants of Other
                Leased Premises or inconsistent with any commitment made by the
                Landlord to any such other tenant;

        17.5.7. the proposed consideration to be paid to the Tenant during any
                period of 12 months is less than the amount of the Market Rental
                Rate divided by the gross rentable floor space of the Leased
                Premises and multiplied by that portion of the gross rentable
                floor space of the Leased Premises proposed to be subject to the
                proposed assignment or sublease;

        17.5.8. the gross rentable floor space of the portion of the Leased
                Premises proposed to be sublet is less than one-third of the
                gross rentable floor space of the Leased Premises; or

        17.5.9. Tenant has advertised or listed the space for subleasing or
                assignment at a rate which is less than the rate being quoted by
                Landlord for other available space in the Building.

17.6.   The Tenant shall have the right to assign this Agreement or sublet the
Leased Premises or portions thereof without the prior written consent of the
Landlord and without the application of subsections 17.1 and 17.2 of this
Agreement if one of the following is applicable:

        17.6.1. the proposed assignee or sublessee is, and continues to be, an
                Affiliate of the Tenant and the Affiliate relationship was not
                created to avoid the operation of this section of the Agreement;
                or

        17.6.2. the proposed assignee or sublessee is an entity (a) resulting
                from the merger or consolidation of the Tenant with or into such
                entity or (b) purchasing substantially all the assets (subject
                to substantially all the liabilities) of the Tenant or (c)
                purchasing substantially all the issued and outstanding capital
                stock in the Tenant.

18.     Signs, Displays and Advertising.

18.1.   The Tenant shall have one sign identifying the Landlord's assigned
number for the Leased Premises at the principal entrance to the Leased Premises.
The Tenant may identify itself in or on each of: the signs at the principal
entrance to the Leased Premises, the Building directory and the directory, if
any, on the floor of the Building on which the Leased Premises is located. All
such signs, and the method and materials used in mounting and dismounting them,
shall be in accordance with the Landlord's specifications. All such signs shall
be provided and mounted by the Landlord at the Landlord's expense, except that
the Tenant shall bear any expense of identifying itself on the sign at the
principal entrance to the Leased Premises.

18.2.   No other sign, advertisement, fixture or display shall be used by the
Tenant on the Property or in the Building or the Common Facilities. Any signs
other than those specifically permitted under subsection 18.1 of this Agreement
shall be removed promptly by the Tenant or by the Landlord at the Tenant's
expense.

19.     Quiet Enjoyment.

The Landlord is the owner of the Building, the Property and those Common
Facilities located on the



                                      -23-
<PAGE>

Property. The Landlord has the right and authority to enter into and execute and
deliver this Agreement with the Tenant. So long as an Event of Default shall not
have occurred, the Tenant shall and may peaceably and quietly have, hold and
enjoy the Leased Premises during the Term in accordance with this Agreement.

20.     (Intentionally Omitted).

21.     Surrender.

21.1.   Upon termination of the Term, or at any other time at which the
Landlord, by virtue of any provision of this Agreement or otherwise has the
right to re-enter and re-take possession of the Leased Premises, the Tenant
shall surrender possession of the Leased Premises; remove from the Leased
Premises all property owned by the Tenant or anyone else other than the
Landlord; remove from the Leased Premises any alterations, improvements or other
modifications to the Leased Premises that the Landlord may request by notice;
make any repairs required by such removal; clean the Leased Premises; leave the
Leased Premises in as good order and condition as it was upon the completion of
any improvements contemplated by section 5 of this Agreement, ordinary wear and
use excepted; return all copies of all keys and passes to the Leased Premises,
the Common Facilities and the Building to the Landlord; and receive the
Landlord's written acceptance of the Tenant's surrender. The Landlord shall not
be deemed to have accepted the Tenant's surrender of the Leased Premises unless
and until the Landlord shall have executed and delivered the Landlord's written
acceptance of surrender to the Tenant, which shall not be unreasonably withheld
or delayed.

21.2.   Within five (5) business days after the expiration or sooner termination
of the Term, Landlord may elect ("Election Right") by written notice to Tenant
to:

        21.2.1. Retain any or all wiring, cables and similar installations
                appurtenant thereto installed by Tenant in the risers, ceilings,
                plenums and electrical closets of the Building ("Wiring"); or

        21.2.2. Remove any or all such Wiring and restore the Premises and the
                Building to the condition existing prior to the installation of
                the Wiring ("Wire Restoration Work"). Landlord shall perform
                such Wire Restoration Work at Tenant's sole cost and expense.

21.3.   The provisions of this Clause shall survive the expiration or sooner
termination of the Lease.

21.4.   In the event Landlord elects to retain the Wiring pursuant to subsection
21.2.1 of this Agreement or subsection 21.5 of this Agreement, Tenant covenants
that:

        21.4.1. Tenant shall be the sole owner of such Wiring, that Tenant shall
                have good right to surrender such Wiring, and that such Wiring
                shall be free of all liens and encumbrances; and

        21.4.2. All Wiring shall be left in good condition, working order,
                properly labeled at each end and in each
                telecommunications/electrical closet and junction box, and in
                safe condition.

21.5.   Notwithstanding the foregoing provisions, no more than thirty (30) days
prior to the end of the Term and no less than ten (10) days prior to the end of
the Term, Tenant may make a written offer to Landlord to leave the Wiring in
place at the end of the Term. If Landlord does not accept the offer within three
(3) business days after receipt of the offer, Tenant may remove the Wiring prior
to the end of the Term at its expense. If Tenant does not make an offer pursuant
to the provisions of this subsection 21.5, then the provisions of subsection
21.2 of this Agreement shall apply. If Tenant makes an offer pursuant to the
provisions of this subsection 21.5 which is not accepted by Landlord and Tenant,
for any reason, fails



                                      -24-
<PAGE>

to remove the Wiring by the end of the Term, then the provisions of subsection
21.2 of this Agreement shall apply.

22.     Events of Default.

The occurrence of any of the following events shall constitute an Event of
Default under this Agreement:

22.1.   the Tenant's failure to pay any installment of Basic Rent or any amount
of Additional Rent within ten days after delivery of a notice of delinquency
under this subsection 22.1. If Landlord sends such a notice of delinquency three
times in any consecutive twelve month period then, thereafter, Tenant's failure
to pay Rent when it is first due;

22.2.   the Tenant's failure to complete performance of any of the Tenant's
obligations under this Agreement (other than those contemplated by subsection
22.1 of this Agreement) within 10 days after the Landlord shall have given
notice to the Tenant specifying which of the Tenant's obligations has not been
performed and in what respects, unless completion of performance within such
period of 10 days is not possible using diligence and expedience, then within a
reasonable time of the Landlord's notice so long as the Tenant shall have
commenced substantial performance within the first three days of such period of
10 days and shall have continued to provide substantial performance, diligently
and expediently, through to completion of performance;

22.3.   the discovery that any representation made by the Tenant in this
Agreement shall have been inaccurate or incomplete in any material respect
either on the date it was made or the date as of which it was made;

22.4.   the sale, transfer or other disposition of any interest of the Tenant in
the Leased Premises by way of execution or other legal process;

22.5.   with the exception of those of the following events to which section 365
of the Bankruptcy Code shall apply in the context of an office lease (in which
case subsection 22.6 of this Agreement shall apply):

        22.5.1. the Tenant's becoming a "debtor," as that term is defined in
                section 101 of the Bankruptcy Code;

        22.5.2. any time when either the value of the Tenant's liabilities
                exceed the value of the Tenant's assets or the Tenant is unable
                to pay its obligations as and when they respectively become due
                in the ordinary course of business;

        22.5.3. the appointment of a receiver or trustee of the Tenant's
                property or affairs; or

        22.5.4. the Tenant's making an assignment for the benefit of, or an
                arrangement with or among, creditors or filing a petition in
                insolvency or for reorganization or for the appointment of a
                receiver;

22.6.   in the event of the occurrence of any of the events enumerated in
subsection 22.5 of this Agreement to which section 365 of the Bankruptcy Code
shall apply in the context of an office lease, the earlier of the bankruptcy
trustee's rejection or deemed rejection (as those terms are used in section 365
of the Bankruptcy Code) of this Agreement; or

22.7.   the Tenant's abandoning the Leased Premises before expiration of the
Term without the prior written consent of the Landlord.



                                      -25-
<PAGE>

23.     Rights and Remedies.

23.1.   Upon the occurrence of an Event of Default the Landlord shall have all
the following rights and remedies:

        23.1.1. to elect to terminate the Term by giving notice of such
                election, and the effective date thereof, to the Tenant and to
                receive Termination Damages;

        23.1.2. to elect to re-enter and re-take possession of the Leased
                Premises, without thereby terminating the Term, by giving notice
                of such election, and the effective date thereof, to the Tenant
                and to receive Re-Leasing Damages;

        23.1.3. if the Tenant remains in possession of the Leased Premises after
                the Tenant's obligation to surrender the Leased Premises shall
                have arisen, to remove the Tenant and the Tenant's and any
                others' possessions from the Leased Premises by any of the
                following means without any liability to the Tenant therefor,
                any such liability to the Tenant therefor which might otherwise
                arise being hereby waived by the Tenant: legal proceedings
                (summary or otherwise), writ of dispossession and any other
                means and to receive Holdover Damages and, except in the
                circumstances contemplated by section 20 of this Agreement, to
                receive all expenses incurred in removing the Tenant and the
                Tenant's and any others' possessions from the Leased Premises,
                and of storing such possessions if the Landlord so elects;

        23.1.4. to be awarded specific performance, temporary restraints and
                preliminary and permanent injunctive relief regarding Events of
                Default where the Landlord's rights and remedies at law may be
                inadequate, without the necessity of proving actual damages or
                the inadequacy of the rights and remedies at law;

        23.1.5. to receive all expenses incurred in securing, preserving,
                maintaining and operating the Leased Premises during any period
                of vacancy, in making repairs to the Leased Premises, in
                preparing the Leased Premises for re-leasing and in re-leasing
                the Leased Premises including, without limiting the generality
                of the foregoing, any brokerage commissions;

        23.1.6. to receive all reasonable attorneys' fees and costs incurred in
                connection with pursuing any of the Landlord's rights and
                remedies, including indemnification rights and remedies;

        23.1.7. if the Landlord, in its sole discretion, elects to perform any
                obligation of the Tenant under this Agreement (other than the
                obligation to pay Rent) which the Tenant has not timely
                performed, to receive all expenses incurred in so doing;

        23.1.8. to elect to pursue any legal or equitable right and remedy
                available to the Landlord under this Agreement or otherwise; and

        23.1.9. to elect any combination, or any sequential combination of any
                of the rights and remedies set forth in subsection 23.1 of this
                Agreement.

23.2.   In the event the Landlord elects the right and remedy set forth in
subsection 23.1.1 of this Agreement, Termination Damages shall be equal to the
amount which, at the time of actual payment thereof to the Landlord, is the sum
of

        23.2.1. all accrued but unpaid Rent;

        23.2.2. the present value (calculated using the most recently available
                (at the time of calculation)



                                      -26-
<PAGE>

                published weekly average yield on United States Treasury
                securities having maturities comparable to the balance of the
                then remaining Term) of the sum of all payments of Rent
                remaining due (at the time of calculation) until the date the
                Term would have expired (had there been no election to terminate
                it earlier) less the present value (similarly calculated) of all
                payments of rent to be received through the end of the Term (had
                there been no election to terminate it earlier) from a lessee,
                if any, of the Leased Premises at the time of calculation (and
                it shall be assumed for purposes of such calculations that (i)
                the amount of future Additional Rent due per year under this
                Agreement will be equal to the average Additional Rent per month
                due during the 12 full calendar months immediately preceding the
                date of any such calculation, increasing annually at a rate of
                eight percent compounded, (ii) if any calculation is made before
                the first anniversary of the end of the No Pass Through Period,
                the average Additional Rent due for any month after the end of
                the No Pass Through Period will be equal to nine percent of the
                sum of the Base Year Operational Expenses, Base Year Taxes and
                Tenant Electric Charges (considered on an annual basis), (iii)
                if any calculation is made before the beginning of the Base
                Year, the sum of Base Year Taxes and Base Year Operational
                Expenses shall be assumed to be $7.50 per gross rentable square
                foot and (iv) if any calculation is made before the end of the
                Base Year, Base Year Taxes and Base Year Operational Expenses
                may be extrapolated based on the year to date experience of the
                Landlord);

        23.2.3. the Landlord's reasonably estimated cost of demolishing any
                leasehold improvements to the Leased Premises; and

        23.2.4. that amount, which as of the occurrence of the Event of Default,
                bears the same ratio to the costs, if any, incurred by the
                Landlord (and not paid by the Tenant) in building out the Leased
                Premises in accordance with section 5 of this Agreement as the
                number of months remaining in the Term (immediately before the
                occurrence of the Event of Default) bears to the number of
                months in the entire Term (immediately before the occurrence of
                the Event of Default).

23.3.   In the event the Landlord elects the right and remedy set forth in
subsection 23.1.2 of this Agreement, Re-Leasing Damages shall be equal to the
Rent less any rent actually and timely received by the Landlord from any lessee
of the Leased Premises or any portion thereof, payable at the respective times
that Rent is payable under the Agreement plus the cost, if any, to the Landlord
of building out or otherwise preparing the Leased Premises for, and leasing the
Leased Premises to, any such lessee.

23.4.   In the event the Landlord elects the right and remedy set forth in
subsection 23.1.3 of this Agreement, Holdover Damages shall mean damages at the
rate per month or part thereof equal to the greater of: (a) one and one-half
times one-twelfth of the then Market Rental Rate plus all Additional Rent as set
forth in this Agreement or (b) double the average amount of all payments of Rent
due under this Agreement during each of the last 12 full calendar months prior
to the Landlord's so electing or, in the event the Term shall have terminated by
expiration under subsection 24.1.1 of this Agreement, the last full 12 calendar
months of the Term, in either case payable in full on the first day of each
holdover month or part thereof.

23.5.   In connection with any summary proceeding to dispossess and remove the
Tenant from the Leased Premises under subsection 23.1.3 of this Agreement, the
Tenant hereby waives:

        23.5.1. any notices for delivery of possession thereof, of termination,
                of demand for removal therefrom, of the cause therefor, to
                cease, to quit and all other notices that might otherwise be
                required pursuant to 2A N.J.S.A. 18-53 et seq.; and



                                      -27-
<PAGE>

        23.5.2. any right the Tenant might otherwise have to appeal any judgment
                awarding possession of the Leased Premises to the Landlord.

23.6.   The enumeration of rights and remedies in this section 23 of the
Agreement is not intended to be exhaustive or exclusive of any rights and
remedies which might otherwise be available to the Landlord, or to force an
election of one or more rights and remedies to the exclusion of others,
concurrently, consecutively or sequentially. On the contrary, each right and
remedy enumerated in this section 23 of the Agreement is intended to be
cumulative with each other right and remedy enumerated in this section 23 of the
Agreement and with each other right and remedy that might otherwise be available
to the Landlord; and the selection of one or more of such rights and remedies at
any time shall not be deemed to prevent resort to one or more others of such
rights and remedies at the same time or a subsequent time, even with regard to
the same occurrence sought to be remedied.

23.7.   It is expressly understood and agreed that the Landlord shall have no
duty to mitigate damages except to appoint a nationally recognized real estate
broker to re-let the Leased Premises. In the event the Landlord elects the right
and remedy set forth in subsection 23.1.2 of this Agreement, Re-Leasing Damages
shall be equal to the Rent less any rent actually and timely received by the
Landlord from any lessee of the Leased Premises or any portion thereof, payable
at the respective times that Rent is payable under the Agreement plus the cost,
if any, to the Landlord of building out or otherwise preparing the Leased
Premises for, and leasing the Leased Premises to, any such lessee.

23.8.   If (i) an Event of Default has occurred and the Tenant moves out,
whether Landlord has terminated or otherwise, or (ii) if Tenant is dispossessed,
and, in either of such events, fails to remove any property, machinery,
equipment and fixtures or other property prior to such default, dispossess or
removal, then and in that event, the said property, machinery, equipment and
fixtures or other property shall be deemed, at the option of the Landlord, to be
abandoned; or in lieu thereof, at the Landlord's option, the Landlord may remove
such property and charge the reasonable cost and expense of removal, storage and
disposal to the Tenant, together with an additional twenty one (21%) percent of
such costs for Landlord's overhead and profit, which total costs shall be deemed
to be additional rent hereunder. The Tenant shall be liable for any damage which
it causes in the removal of said property from the Leased Premises.

24.     Termination of the Term.

24.1.   The Term shall terminate upon the earliest of the following events to
occur:

        24.1.1. expiration of the Term;

        24.1.2. in connection with a transaction contemplated by section 16 of
                this Agreement, the later of (a) the vesting of the acquiring
                party's right to possession or (b) the Tenant's vacating the
                Leased Premises;

        24.1.3. under the circumstances contemplated by subsection 15.1 of this
                Agreement, upon the Tenant's giving prompt notice of the failure
                of the Landlord to give, on a timely basis, the notice
                contemplated by subsection 15.1.2 of this Agreement and that the
                Tenant desires termination of the Term (which termination shall
                be effective as of the date of the subject casualty with respect
                to those portions of the Leased Premises rendered untenantable
                and as of the date of the Tenant's giving notice with respect to
                those portions of the Leased Premises which were not rendered
                untenantable);

        24.1.4. under the circumstances contemplated by subsection 15.1 of this
                Agreement, upon the expiration of 20 additional days (without
                the Landlord's completion of restoration in the



                                      -28-
<PAGE>

                interim) after the Tenant shall have given prompt notice that
                the Landlord has not restored the Leased Premises on a timely
                basis and that the Tenant desires termination of the Term (which
                termination shall be effective as of the date of the subject
                casualty with respect to those portions of the Leased Premises
                rendered untenantable and as of the date of the Tenant's giving
                notice with respect to those portions of the Leased Premises
                which were not rendered untenantable);

        24.1.5. the effective date of any election by the Landlord under
                subsection 17.3.3 of this Agreement in response to the Tenant's
                notice of the Tenant's desire to assign this Agreement or to
                sublet all or a portion of the Leased Premises; provided,
                however, that the Tenant has not revoked its request to assign
                or sublease as therein provided;

        24.1.6. the effective date of any election by the Landlord to terminate
                the Term under subsection 23.1.1 of this Agreement; or

        24.1.7. the effective date of any notice exercising the Termination
                Option granted to Tenant under subsection 6.4 of this Agreement.

24.2.   No termination of the Term shall have the effect of releasing the Tenant
from any obligation or liability theretofore or thereby incurred and, until the
Tenant shall have surrendered the Leased Premises in accordance with section 21
of this Agreement, from any obligation or liability thereafter incurred.

25.     Mortgage and Underlying Lease Priority.

25.1.   This Agreement and the estate, interest and rights hereby created for
the benefit of the Tenant are, and shall always be, subordinate to any mortgage
(other than a mortgage created by the Tenant or a sale, transfer or other
disposition by the Tenant in the nature of a security interest in violation of
subsections 17.1.4 and 22.5, respectively, of this Agreement) already or
afterwards placed on the Property, the Common Facilities, the Building or any
estate or interest therein including, without limiting the generality of the
foregoing, any new mortgage or any mortgage extension, renewal, modification,
consolidation, replacement, supplement or substitution. This Agreement and the
estate, interest and rights hereby created for the benefit of the Tenant are,
and shall always be, subordinate to any ground lease already or afterwards made
with regard to the Property, the Common Facilities, the Building or any estate
or interest therein including, without limiting the generality of the foregoing,
any new ground lease or any ground lease extension, renewal, modification,
consolidation, replacement, supplement or substitution. The provisions of this
section 25 of the Agreement shall be self-effecting; and no further instrument
shall be necessary to effect any such subordination. Nevertheless, the Tenant
hereby consents that any mortgagee or mortgagee's successor in interest may, at
any time and from time to time, by notice to the Tenant, subordinate its
mortgage to the estate and interest created by this Agreement; and upon the
giving of such notice, the subject mortgage shall be deemed subordinate to the
estate and interest created by this Agreement regardless of the respective times
of execution or delivery of either or of recording the subject mortgage.

25.2.   Landlord shall use commercially reasonable efforts to secure a
non-disturbance agreement in mortgagee's standard form which provides that
Tenant's possession will not be disturbed as long as Tenant is not in default
under the terms of the Agreement.

26.     Transfer by Landlord.

26.1.   The Landlord shall have the right at any time and from time to time to
sell, transfer, lease or otherwise dispose of the Property, the Common
Facilities or the Building or any of the Landlord's interests therein, or to
assign this Agreement or any of the Landlord's rights thereunder.



                                      -29-
<PAGE>

26.2.   Upon giving notice of the occurrence of any transaction contemplated by
subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any
obligation that might otherwise exist under this Agreement with respect to
periods subsequent to the effective date of any such transaction. If, in
connection with any transaction contemplated by subsection 26.1 of this
Agreement the Landlord transfers, or makes allowance for, any Security Deposit
of the Tenant and gives notice of that fact to the Tenant, the Landlord shall
thereby be relieved of any further obligation to the Tenant with regard to any
such Security Deposit; and the Tenant shall look solely to the transferee with
respect to any such Security Deposit.

26.3.   In the event of the occurrence of any transaction contemplated by
subsection 26.1 of this Agreement the Tenant, upon written request therefor from
the transferee, shall attorn to and become the tenant of such transferee upon
the terms and conditions set forth in this Agreement.

26.4.   Notwithstanding anything to the contrary that may be set forth in
subsections 26.1, 26.2 and 26.3 of this Agreement, in the event any mortgage
contemplated by section 25 of this Agreement is enforced by the respective
mortgagee pursuant to remedies provided in the mortgage or otherwise provided by
law or equity and any person succeeds to the interest of the Landlord as a
result of, or in connection with, any such enforcement, the Tenant shall, upon
the request of such successor in interest, automatically attorn to and become
the Tenant of such successor in interest without any change in the terms or
provisions of this Agreement, except that such successor in interest shall not
be bound by: (a) any payment of Basic Rent or Additional Rent (exclusive of
prepayments in the nature of a Security Deposit) for more than one month in
advance or (b) any amendment or other modification of this Agreement which was
made without the consent of such mortgagee or such successor in interest; and,
upon the request of such successor in interest, the Tenant shall execute,
acknowledge and deliver any instrument(s) confirming such attornment.

26.5.   If this Agreement and the estate, interest and rights hereby created for
the benefit of the Tenant are ever subject and subordinate to any ground lease
contemplated by section 25 of this Agreement:

        26.5.1. upon the expiration or earlier termination of the term of any
                such ground lease before the termination of the Term under this
                Agreement, the Tenant shall attorn to, and become the Tenant of,
                the lessor under any such ground lease and recognize such lessor
                as the Landlord under this Agreement for the balance of the
                Term; and

        26.5.2. such expiration or earlier termination of the term of any such
                ground lease shall have no effect on the Term under this
                Agreement.

27.     Indemnification.

27.1.   The Tenant shall, and hereby does, indemnify the Landlord against any
and all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses including, without limiting the generality of the foregoing, expenses
of investigation, defense and enforcement thereof or of the obligation set forth
in this section 27 of the Agreement including, without limiting the generality
of the foregoing, attorneys' fees, imposed on or incurred by the Landlord in
connection with any of the following matters which occurs during the Term:

        27.1.1. any matter, cause or thing arising out of the use, occupancy,
                control or management of the Leased Premises or any portion
                thereof which is not caused directly, exclusively and entirely
                by the Landlord's active gross negligence or intentional act
                without the intervention of any other cause or contributing
                factor whatsoever;

        27.1.2. any negligence or intentional act on the part of the Tenant or
                any of its employees, other agents or Guests;



                                      -30-
<PAGE>


        27.1.3. any accident, injury or damage to any person or property
                occurring in or about the Leased Premises which is not caused
                directly, exclusively and entirely by the Landlord's active
                gross negligence or intentional act without the intervention of
                any other cause or contributing factor whatsoever;

        27.1.4. any representation made by the Tenant in this Agreement shall
                have been inaccurate or incomplete in any material respect
                either on the date it was made or the date as of which it was
                made;

        27.1.5. the imposition of any mechanic's, materialman's or other lien on
                the Property, the Common Facilities, the Building, the Leased
                Premises or any portion of any of the foregoing, or the filing
                of any notice of intention to obtain any such lien, in
                connection with any alteration, improvement or other
                modification of the Leased Premises made or authorized by the
                Tenant (which indemnification obligation shall be deemed to
                include the Tenant's obligations set forth in subsection
                12.2.4.3 of this Agreement); or

        27.1.6. any failure on the part of the Tenant to perform or comply with
                any obligation of the Tenant set forth in this Agreement.

27.2.   The Landlord shall, and hereby does, indemnify the Tenant against any
and all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses including, without limiting the generality of the foregoing, expenses
of investigation, defense and enforcement thereof including, without limiting
the generality of the foregoing, reasonable attorneys' fees, imposed on or
incurred by the Tenant in connection with any matter, cause or thing arising out
of the Landlord's negligence or intentional acts which is not caused by the
Tenant's negligence or intentional act.

27.3.   Payment of indemnification claims shall be due upon giving notice
thereof to the party from whom indemnification is due.

27.4.   The party seeking indemnification shall promptly give notice of any
claim asserted, or action or proceeding commenced, against it as to which it
intends to claim indemnification and shall forward copies of all claim or
litigation documents received by it. Upon receipt of such notice the party
seeking indemnification may, by notice to the other party, participate therein
and, to the extent it may desire, assume the defense thereof through independent
counsel, reasonably satisfactory to the other party, selected by the party
providing indemnification. The other party shall not be bound by any compromise
or settlement of any such claim, action or proceeding without its prior written
consent.

28.     Parties' Liability.

28.1.   None of the following occurrences shall constitute a breach of this
Agreement by the Landlord, a termination of the Term, an active or constructive
eviction or an occurrence requiring an abatement of Rent:

        28.1.1. the inability of the Landlord to provide any utility or service
                to be provided by the Landlord, as described in section 8 of
                this Agreement which is due to causes beyond the Landlord's
                control, or to necessary or advisable improvements, maintenance,
                repairs or emergency, so long as the Landlord uses reasonable
                efforts and diligence under the circumstances to restore the
                interrupted service or utility;

        28.1.2. any improvement, modification, alteration or other change made
                to the Property, the Building or the Common Facilities by the
                Landlord consistently with the Landlord's obligations set forth
                in subsection 13.2 of this Agreement; and



                                      -31-
<PAGE>

        28.1.3. any change in any Federal, state or local law or ordinance.

28.2.   Except for the commencement, duration or termination of the Term (other
than under the circumstances contemplated by subsection 15.1 of this Agreement),
the Tenant's obligation to make timely payments of Rent, the Tenant's obligation
to maintain certain insurance coverage in effect, the Tenant's failure to
perform any of its other obligations under this Agreement if such failure has
caused loss or damage that can not promptly be cured by subsequent act of the
Tenant and the period within which any Option to Renew or any other type of
option or optional right exercisable by the Tenant must be exercised, any period
of time during which the Landlord or the Tenant is prevented from performing any
of its respective obligations under this Agreement because of fire, any other
casualty or catastrophe, strikes, lockouts, civil commotion, acts of God or the
public enemy, governmental prohibitions or preemptions, embargoes or inability
to obtain labor or material due to shortage, governmental regulation or
prohibition, shall be added to the time when such performance is otherwise
required under this Agreement.

28.3.   In the event the Landlord is an individual, partnership, joint venture,
association or a participant in a joint tenancy or tenancy in common, the
Landlord, the partners, venturers, members and joint owners shall not have any
personal liability or obligation under or in connection with this Agreement or
the Tenant's use and occupancy of the Leased Premises; but recourse shall be
limited exclusively to the Landlord's interest in the Building.

28.4.   If, at any time during the Term, the payment or collection of any Rent
otherwise due under this Agreement shall be limited, frozen or otherwise
subjected to a moratorium by applicable law, and such limitation, freeze or
other moratorium shall subsequently be lifted, whether before or after the
termination of the Term, such aggregate amount of Rent as shall not have been
paid or collected during the Term on account of any such limitation, freeze or
other moratorium, shall thereupon be due and payable at once. There shall be
added to the maximum period of any otherwise applicable statute of limitation
the entire period during which any such limitation, freeze or other moratorium
shall have been in effect.

28.5.   If this Agreement is executed by more than one person as Tenant, their
liability under this Agreement and in connection with the use and occupancy of
the Leased Premises shall be joint and several.

28.6.   In the event any rate of interest, or other charge in the nature of
interest, calculated as set forth in this Agreement would lead to the imposition
of a rate of interest in excess of the maximum rate permitted by applicable
usury law, only the maximum rate permitted shall be charged and collected.

28.7.   The rule of construction that any ambiguities that may be contained in
any contract shall be construed against the party drafting the contract shall be
inapplicable in construing this Agreement.

29.     (Intentionally Omitted).

30.     Representations.

The Tenant hereby represents and warrants that:

30.1.   its Standard Industrial Classification (SIC) code is 3661 and it will
promptly give notice of any change therein during the Term to the Landlord;

30.2.   no broker or other agent has shown the Leased Premises or the Building
to the Tenant, or brought either to the Tenant's attention, except CB Richard
Ellis (the "Broker"), whose entire commission therefor is set forth in a
separate document and which commission the Tenant understands will be paid by
the



                                      -32-
<PAGE>

Landlord directly to the person named;

30.3.   the execution and delivery of, the consummation of the transactions
contemplated by and the performance of all its obligations under, this Agreement
by the Tenant have been duly and validly authorized by its general partners, to
the extent required by their partnership agreement and applicable law, if the
Tenant is a partnership or, if the Tenant is a corporation, by its board of
directors and, if necessary, by its stockholders at meetings duly called and
held on proper notice for that purpose at which there were respective quorums
present and voting throughout; and no other approval, partnership, corporate,
governmental or otherwise, is required to authorize any of the foregoing or to
give effect to the Tenant's execution and delivery of this Agreement; and

30.4.   the execution and delivery of, the consummation of the transactions
contemplated by and the performance of all its obligations under, this Agreement
by the Tenant will not result in a breach or violation of, or constitute a
default under, the provisions of any statute, charter, certificate of
incorporation or bylaws or partnership agreement of the Tenant or any affiliate
of the Tenant, as presently in effect, or any indenture, mortgage, lease, deed
of trust, other agreement, instrument, franchise, permit, license, decree,
order, notice, judgment, rule or order to or of which the Tenant or any
affiliate of the Tenant is a party, a subject or a recipient or by which the
Tenant, any affiliate of the Tenant or any of their respective properties and
other assets is bound.

31.     Reservation in Favor of Tenant.

Neither the Landlord's forwarding a copy of this document to any prospective
tenant nor any other act on the part of the Landlord prior to execution and
delivery of this Agreement by the Landlord shall give rise to any implication
that any prospective tenant has a reservation, an option to lease or an
outstanding offer to lease any premises.

32.     Tenant's Certificates and Mortgagee Notice Requirements.

32.1.   Promptly upon request of the Landlord at any time or from time to time,
but in no event more than five days after the Landlord's respective request, the
Tenant shall execute, acknowledge and deliver to the Landlord or its designee an
estoppel or other certificate, satisfactory in form and substance to the
Landlord and any of its mortgagees, ground lessors or lessees or transferees or
prospective mortgagees, ground lessors or lessees or transferees, with respect
to any of or all the following matters:

        32.1.1. whether this Agreement is then in full force and effect;

        32.1.2. whether this Agreement has not been amended, modified,
                superseded, canceled, repudiated or revoked;

        32.1.3. whether the Landlord has satisfactorily completed all
                construction work, if any, required of the Landlord or
                contractors selected and retained by the Landlord in connection
                with readying the Leased Premises for occupancy by the Tenant in
                accordance with section 5 of this Agreement;

        32.1.4. whether the Tenant is then in actual possession of the Leased
                Premises;

        32.1.5. whether the Tenant then has no defenses or counterclaims under
                this Agreement or otherwise against the Landlord or with respect
                to the Leased Premises;

        32.1.6. whether Landlord is not then in breach of this Agreement in any
                respect;



                                      -33-
<PAGE>

        32.1.7. whether the Tenant then has no knowledge of any assignment of
                this Agreement, the pledging or granting of any security
                interest in this Agreement or in Rent due and to become due
                under this Agreement;

        32.1.8. whether Rent is not then accruing under this Agreement in
                accordance with its terms;

        32.1.9. whether any Rent is not then in arrears;

        32.1.10. whether Rent due or to become due under this Agreement has not
                 been prepaid by more than one month;

        32.1.11. if the response to any of the foregoing matters is in the
                 negative, a specification of all the precise reasons that
                 necessitated the negative response in each instance; and

        32.1.12. any other matter reasonably requested by the Landlord or any of
                 its mortgagees, ground lessors or lessees or transferees or
                 prospective mortgagees, ground lessors or lessees or
                 transferees, including, without limiting the generality of the
                 foregoing, such information as the Landlord may request for
                 purposes of assuring compliance with the Industrial Site
                 Recovery Act (13 N.J.S.A. 1K-6 et seq.), as it may be amended,
                 and any other applicable Federal, state or local statute,
                 ordinance, rule, regulation or order concerned with
                 environmental matters.

32.2.   If, in connection with the Landlord's or a prospective transferee's
obtaining financing or refinancing of the Property, the Building, the Common
Facilities, any portion thereof or any interest therein, the Landlord or a
prospective lender shall so request, the Tenant shall furnish to the requesting
party within 15 days of the request:

        32.2.1. its written consent to any requested modifications of this
                Agreement provided that, in each such instance, the requested
                modification does not increase the Rent otherwise due or, in the
                reasonable judgment of the Tenant, otherwise materially increase
                the obligations of the Tenant under this Agreement or materially
                adversely affect the Tenant's leasehold interest created hereby
                or the Tenant's use and enjoyment of the Leased Premises (except
                in the circumstances contemplated by section 16 of this
                Agreement); and

        32.2.2. summary financial information regarding its financial position
                as of the close of its most recently completed fiscal year and
                its most recently completed interim fiscal period and regarding
                its results of operations for the periods then ended and
                comparable year earlier periods, certified by Tenant's chief
                financial officer to be a complete, accurate and fair
                presentation of the summary financial information purporting to
                be set forth therein.

32.3.   If the Landlord or any of its mortgagees gives notice to the Tenant of
any of their respective names and addresses from time to time, the Tenant shall
give notice to each such mortgagee of any notice of breach or default previously
or afterwards given by the Tenant to the Landlord under this Agreement and
provide in such notice that if the Landlord has not cured such breach or default
within any permissible cure period then such mortgagee shall have the greater of
(a) an additional period of 30 days or (b) if such default cannot practically be
cured within such period, such additional period as is reasonable under the
circumstances, within which to cure such default. Upon request of the Landlord
at any time or from time to time, the Tenant shall execute, acknowledge and
deliver to the Landlord or its designee an acknowledgment of receipt of any such
notice, an acknowledgment of receipt of any notice of assignment of this
Agreement or rights hereunder by the Landlord to any of its mortgagees and the
Tenant's agreement to the foregoing effect on the respective forms, if any,
furnished by the Landlord or the respective mortgagees.



                                      -34-
<PAGE>

32.4.   Approximately (i) 90 days prior to the termination of the Term and (ii)
30 days prior to any relocation of the Tenant from the Leased Premises (as
constituted on the Commencement Date), the Tenant shall obtain from the New
Jersey Department of Environmental Protection ("NJDEP"), and deliver to the
Landlord, the Department's unconditional certificate of non-applicability or
approval of the Tenant's negative declaration or clean-up plan, together with
copies of all documents furnished to NJDEP in connection with obtaining such
certificate or approval.

32.5.   In the event evidence of compliance with ISRA is not delivered to the
Landlord prior to expiration or earlier termination of the Term, Tenant shall be
liable for all costs and expenses incurred by Landlord in enforcing Tenant's
obligations hereunder until such time as evidence of compliance with ISRA has
been delivered to the Landlord, and together with any costs and expenses,
including legal and environmental consultant fees incurred by Landlord in
enforcing Tenant's obligations under subsection 7.2.8 and subsection 32.4 of
this Agreement. After the Term, Tenant shall nevertheless be obligated to comply
with its obligations hereunder. Evidence of compliance, as used herein, shall
mean an approved "negative declaration" or a "no further action letter" issued
by the NJDEP. Evidence of compliance shall be delivered to the Landlord,
together with copies of all submissions made to, and received from, the NJDEP,
including all environmental reports, test results and other supporting
documentation. In addition, if a Release is caused or permitted by Tenant's
Representatives during the Term then, after end of the Term, and because of the
difficulty which the Landlord may experience in re-letting the Leased Premises,
the Tenant shall remain liable for the payment of the annual rent in effect in
the last month of the Term, prorated on a monthly basis (the "Post-Term Rent").
The Post-Term Rent shall no longer be due when and if the only remaining
requirement is purely administrative action on the part of the NJDEP or from and
after the commencement date of a lease of the Leased Premises to a third party.
Additionally, if Tenant fails to commence the process required by subsection
32.4 of this Agreement at least 90 days prior to the expiration of the Term then
the Post-Term Rent shall be equal to 150% of the annual rent in effect in the
last month of the Term, prorated on a monthly basis. Such Post-Term Rent shall
no longer be due when the only remaining requirement is purely administrative
action on the part of the NJDEP, evidence of compliance is obtained from the
NJDEP or from and after the commencement date of a lease of the Leased Premises
to a third party.

33.     Waiver of Jury Trial and Arbitration.

The parties hereby waive any right they might otherwise have to a trial by jury
in connection with any dispute arising out of or in connection with this
Agreement or the use and occupancy of the Leased Premises; and they hereby
consent to arbitration of any such dispute in Somerset County, New Jersey, in
accordance with the rules for commercial arbitration of the American Arbitration
Association or successor organization, except that the Landlord, in its sole
discretion, may, with respect to any dispute involving either (i) the Landlord's
right to re-enter and re-take possession of the Leased Premises or (ii) the
determination of money damages following the occurrence of an Event of Default
under this Agreement, elect to pursue any of or all its rights in any court of
competent jurisdiction. Judgment upon any arbitration award may be entered in
any court of competent jurisdiction.

34.     Severability.

In the event that any provision of this Agreement, or the application of any
provision in any instance, shall be conclusively determined by a court of
competent jurisdiction to be illegal, invalid or otherwise unenforceable, such
determination shall not affect the validity or enforceability of the balance of
this Agreement.



                                      -35-
<PAGE>

35.     Notices.

All notices contemplated by, permitted or required by this Agreement shall be in
writing. All notices required by this Agreement shall be personally delivered or
forwarded by recognized overnight carrier or by certified mail-return receipt
requested, addressed to the intended party at its address first set forth above
or, in the case of notices to the Tenant during the Term or any other period
during which the Tenant shall be in possession of the Leased Premises, at the
Leased Premises. All notices required under this Agreement shall be deemed given
(i) upon delivery by overnight carrier; (ii) upon deposit, properly addressed
and postage prepaid, in a postal depository if delivery is by certified mail; or
(iii) upon personal delivery to the intended party, regardless of whether
delivery shall be refused. Either party, by a notice served in accordance with
the foregoing provisions, may change the address to which notices shall be sent.
Notices given by an attorney for a party shall be deemed to be notices given by
the party.

36.     Captions.

Captions have been inserted at the beginning of each section of this Agreement
for convenience of reference only and such captions shall not affect the
construction or interpretation of any such section of this Agreement.

37.     Counterparts.

This Agreement may be executed in more than one counterpart, each of which shall
constitute an original of this Agreement but all of which, taken together, shall
constitute one and the same Agreement.

38.     Applicable Law.

This Agreement and the obligations of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of New Jersey.

39.     Exclusive Benefit.

Except as may be otherwise specifically set forth in this Agreement, this
Agreement is made exclusively for the benefit of the parties hereto and their
permitted assignees and no one else shall be entitled to any right, remedy or
claim by reason of any provision of this Agreement.

40.     Successors.

This Agreement shall be binding upon the parties hereto and their respective
successors and assigns.

41.     Amendments.

This Agreement contains the entire agreement of the parties hereto, subsumes all
prior discussions and negotiations and, except as may otherwise be specifically
set forth in this Agreement, this Agreement may not be amended or otherwise
modified except by a writing signed by all the parties to this Agreement.

42.     Waiver.

Except as may otherwise be specifically set forth in this Agreement, the failure
of any party at any time or times to require performance of any provision of
this Agreement shall in no manner affect the right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
covenant, representation or warranty set forth in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such



                                      -36-
<PAGE>

condition or breach, or as a waiver of any other condition or of the breach of
any other term, covenant, representation or warranty set forth in this
Agreement. The Landlord's acceptance of, or endorsement on, any partial payment
of Rent or any late payment of Rent from the Tenant shall not operate as a
waiver of the Landlord's right to the balance of the Rent due on a timely basis
regardless of any writing to the contrary on, or accompanying, the Tenant's
partial payment or the Landlord's putative acquiescence therein.

43.     Course of Performance.

No course of dealing or performance by the parties, or any of them, shall be
admissible for the purpose of obtaining an interpretation or construction of
this Agreement at variance with the express language of the Agreement itself.

44.     Landlord's Concessions.

Notwithstanding anything to the contrary that may be set forth in section 5.4 of
this Agreement, (a)(i) if no Event of Default shall have occurred or (ii) if an
Event of Default shall have occurred, the Tenant shall have previously cured it
in full and the Landlord shall have waived it and (b) if there shall not have
been a History of Recurring Events of Default, the Landlord shall credit against
any amount otherwise due from the Tenant in accordance with subsection 5.4 of
this Agreement an amount equal to the lesser of (i) $375,760 or (ii) such amount
as is otherwise due from the Tenant in accordance with subsection 5.4 of this
Agreement (the "Allowance").

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

                                        LANDLORD:
                                        ROUTE 206 ASSOCIATES



                                        By: /S/ Eugene Schenkman
                                           -------------------------------------
                                            Eugene Schenkman Vice President
                                            S/K 206 Corp.


                                        TENANT:
                                        TOLLGRADE ACQUISITION COMPANY



                                        By: /S/ Christian L. Allison
                                           -------------------------------------



                                      -37-
<PAGE>

                                    EXHIBIT A

[LEASED PREMISES FLOOR SPACE DIAGRAM]









                                      -38-
<PAGE>

                                    EXHIBIT B
                              PROPERTY DESCRIPTION

ALL THAT CERTAIN tract or parcel of land located in the Township of Bridgewater,
County of Somerset and State of New Jersey more particularly described, as
follows:

BEGINNING at a point in the westerly sideline of U.S. Route 202-206 said point
being the northeasterly corner of a lot of land now or formerly of Fennessey
Buick, Inc., as described in Deed Book 1231 page 656, and from said beginning
point running thence (1) along a line of partitioning as approved by the
Township of Bridgewater South 82 degrees 17 minutes 56 seconds West, a distance
of 546.28 feet to a point in the easterly No Access Right-of-Way line of U.S.
Interstate Route 287; thence (2) along said right-of-way line, North 23 degrees
02 minutes 52 seconds West, a distance of 155.84 feet to an angle point in said
right-of-way line; thence (3) still along said right-of-way line North 20
degrees 29 minutes 57 seconds West, a distance of 543.09 feet to a point, said
point being the southwesterly corner of Lot 21, Block 3501, as shown on the
official tax map of the Township of Bridgewater, said Lot 21 being also lands
now or formerly M & M, Inc. of New Jersey; thence (4) along said Lot 21 and part
of Lot 22 now or formerly M. Downey, North 82 degrees 17 minutes 56 seconds
East, a distance of 510.83 feet to a point, said point being the northwest
corner of Lot 23, Block 3501, now or formerly C. Dudeck; thence (5) along said
Lot 23, South 07 degrees 27 minutes 04 seconds East, a distance of 75.00 feet to
a point, said point being the southwest corner of said Lot 23; thence (6) still
along said Lot 23, North 82 degrees 17 minutes 56 seconds East, a distance of
200.00 feet to a point in the aforementioned westerly sideline of U.S. Route
202-206; thence (7) along said westerly sideline, South 07 degrees 27 minutes 04
seconds East, a distance of 605.04 feet to the point and place of Beginning.

Containing 9.512 acres as shown on a "Proposed Partition-Map of Survey, Lot 24,
Block 3501", Bridgewater Township, Somerset County, New Jersey, revised July 6,
1967,prepared by Donald H. Stires, P.E. & L.S, Somerville, New Jersey.



                                      -39-
<PAGE>

                                    EXHIBIT C
                                   WORK LETTER

The following is the Work Letter provided for in the Agreement of which this
exhibit is a part. As used in this Agreement, "building standard" shall mean the
type and grade of material, equipment or device specified in the Building Plans.

The Tenant will include the following information as part of its Tenant Plan:

1.      The location and extent of floor loading, if any, in excess of the
        building standard specified above.

2.      Special air conditioning requirements, if any, in excess of the building
        standard specified above by location and general description of special
        requirements.

3.      Plumbing requirements, if any.

4.      Estimated total electrical load, including lighting requirements,
        lighting switch requirements and electrical outlet requirements, if any,
        in excess of the building standard specified above and being provided by
        the Landlord, setting forth the amount of the load, locations and types.



                                      -40-
<PAGE>

                                    EXHIBIT D
                         BUILDING RULES AND REGULATIONS

The following are the Building Rules and Regulations adopted in accordance with
subsection 7.2.3 of the Agreement of which this exhibit is a part; and the
Tenant and the Tenant's employees, other agents and Guests shall comply with
these Building Rules and Regulations:

1.      The sidewalks, driveways, entrances, passages, courts, lobby, esplanade
areas, plazas, elevators, vestibules, stairways, corridors, halls and other
Common Facilities shall not be obstructed or encumbered or used for any purpose
other than ingress and egress to and from the Leased Premises. Landlord, in its
discretion, may tow any vehicle left in the Common Facilities overnight. The
Tenant shall not permit or suffer any of its employees, other agents or Guests
to congregate in any of the said areas. No doormat of any kind whatsoever shall
be placed or left in any public hall or outside any entry door of the Leased
Premises.

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

3.      Except as otherwise specifically provided in subsection 18.1 of the
Agreement, no sign, insignia, advertisement, object, notice or other lettering
shall be exhibited, inscribed, painted or affixed so as to be visible from
outside the Leased Premises or the Building. In the event of the violation of
the foregoing by the Tenant, the Landlord may remove same without any liability
and may charge the expense incurred in such removal to the Tenant.

4.      The sashes, doors, skylights, windows, and doors that reflect or admit
light and air into the halls, passageways or other public places in the Building
shall not be covered or obstructed and no bottles, parcels or other articles
shall be placed on the window sills.

5.      No showcase or other articles shall be placed in front of or affixed to
any part of the Building or the Common Facilities.

6.      The lavatories, water and wash closets and other plumbing fixtures shall
not be used for any purposes other than those for which they were designed and
constructed, and no sweepings, rubbish, rags, acids or other substances shall be
thrown or deposited therein. All damages resulting from any misuse thereof shall
be repaired at the expense of the Tenant that permitted or suffered the
violation hereof by the Tenant, the Tenant's employees, other agents or Guests.

7.      The Tenant shall not mark, paint, drill into or in any way deface any
part of the Leased Premises, the Building, the Common Facilities or the
Property. No boring, cutting or stringing of wires shall be permitted, except
with the prior written consent of the Landlord, and as the Landlord may direct.
Linoleum and other resilient floor coverings shall be laid so that the same
shall not come in direct contact with the floor of the Leased Premises; and if
linoleum or other resilient floor coverings are desired, an interlining of
builder's deadening felt shall be first affixed to the floor by a paste or other
material that is, and will remain, soluble in water. The use of cement or other
adhesive material that either is not, or will not remain, soluble in water is
prohibited.

8.      No bicycles, vehicles, animals, reptiles, fish or birds of any kind
shall be brought into or kept in or about the Leased Premises.



                                      -41-
<PAGE>

9.      No noise including, without limiting the generality of the foregoing,
music or the playing of musical instruments, recordings, radio or television
which, in the reasonable judgment of Landlord, might disturb tenants of Other
Leased Premises shall be made or permitted by the Tenant. Nothing shall be done
or permitted in the Leased Premises by the Tenant which would impair or
interfere with the use or enjoyment of Other Leased Premises by any tenant
thereof. Nothing shall be thrown out of the doors, windows or skylights or down
the passageways of the Building.

10.     The Tenant shall not manufacture any commodity, or prepare or dispense
any foods or beverages, tobacco, flowers or other commodities or articles
without the prior written consent of the Landlord.

11.     Duplicates of keys and passes distributed to the Tenant by the Landlord
shall not be made. The Tenant shall provide appropriate security for keys.
Nothing shall be done to render any lock inoperable by the Building Grand Master
Key. No lock shall be installed without the Landlord's prior written consent;
and any lock so installed shall be operable by the Building Grand Master Key.
Upon termination of the Term, all keys, passes and duplicates provided by the
Landlord to the Tenant, or otherwise procured by the Tenant, shall be returned
to the Landlord. Any failure to comply with the foregoing which requires changes
in locks, new or additional keys, passes or duplicates or other services of a
locksmith shall be paid by the Tenant.

12.     All deliveries and removals, and the carrying in or out of any safes,
freight, furniture, packages, boxes, crates or any other object or matter of any
description shall take place during such hours, in such manner and in such
elevators and passageways as the Landlord may determine from time to time. The
Landlord reserves the right to inspect all objects and matter being brought into
the Building or the Common Facilities and to exclude from the Building and the
Common Facilities all objects and matter that violates any of these Building
Rules and Regulations or that are contraband. The Landlord may (but shall not be
obligated to) require any person leaving the Building or the Common Facilities
with any package or object or matter from the Leased Premises to establish his
authority from the Tenant to do so. The establishment and enforcement of such a
requirement shall not impose any responsibility on the Landlord for the
protection of the Tenant against the removal of property from the Leased
Premises. The Landlord shall not be liable to the Tenant for damages or loss
arising from the admission, exclusion or ejection of any person to or from the
Leased Premises or the Building or the Common Facilities under this rule.

13.     The Tenant shall not place any object in any portion of the Building
that is in excess of the safe carrying or designed load capacity of the
structure.

14.     The Landlord shall have the right to prohibit any advertising or display
of any identifying sign by the Tenant which in the Landlord's judgment tends to
impair the reputation of the Building or its desirability; and, on written
notice from the Landlord, the Tenant shall refrain from or discontinue such
advertising or display of such identifying sign.

15.     The Landlord reserves the right to exclude from the Building and the
Common Facilities during hours other than Regular Business Hours all persons who
do not present a pass thereto signed by both the Landlord and the Tenant. All
persons entering or leaving the Building or the Common Facilities during hours
other than Regular Business may be required to sign a register. The Landlord
will furnish passes to persons for whom the Tenant requests same in writing. The
establishment and enforcement of such a requirement shall not impose any
responsibility on the Landlord for the protection of the Tenant against
unauthorized entry of persons.

16.     The Tenant, before closing and leaving the Leased Premises at any time
shall see that all lights and appliances generating heat (other than the heating
system) are turned off. All entrance doors to the Leased Premises shall be left
locked by the Tenant when the Leased Premises are not in use. At any time when
the



                                      -42-
<PAGE>

Building or the Common Facilities are locked during hours other than Regular
Business Hours, the Building and the Common Facilities locks shall not be
defeated by any means, such as by leaving a door ajar.

17.     No person shall go upon the roof of the Building without the prior
written consent of the Landlord.

18.     Any requirements of the Tenant may be attended to only upon application
at the office of the Building. The Landlord and its agents shall not perform any
work or do any work or do anything outside of the Landlord's obligations under
the Agreement except upon special instructions from the Landlord on terms
acceptable to the Landlord and the Tenant.

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

20.     There shall not be used in any space, or in the public halls or other
Common Facilities of the Building, in connection with the moving or delivery or
receipt of safes, freight, furniture, packages, boxes, crates, paper, office
material, or any other matter or thing, any hand trucks or dollies except those
equipped with rubber tires, side guards and such other safeguards as the
Landlord shall require. No hand trucks shall be used in passenger elevators, and
no passenger elevators shall be used for the moving, delivery or receipt of the
aforementioned articles. In connection with moving in or out any furniture,
furnishings, equipment, heavy articles and heavy packages, the Tenant shall take
such precautions as may be necessary to prevent excessive wear and tear in the
Building's Common Facilities and the Leased Premises including, without limiting
the generality of the foregoing, floor and wall treatments.

21.     The Tenant shall not cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the Leased
Premises which might constitute a Nuisance. No cooking shall be done in the
Leased Premises other than as specifically permitted in the Agreement.

22.     The Landlord reserves the right not to enforce any Building Rule or
Regulation against any tenants of Other Leased Premises. The Landlord reserves
the right to rescind, amend or waive any Building Rule and Regulation when, in
the Landlord's reasonable judgment, it appears necessary or desirable for the
reputation, safety, care or appearance of the Building or the preservation of
good order therein or the operation of the Building or the comfort of tenants or
others in the Building. No rescission, amendment or waiver of any Building Rule
and Regulation in favor of one tenant shall operate as a rescission, amendment
or waiver in favor of any other tenant.



                                      -43-
<PAGE>

                                    EXHIBIT E
                      DEFINITIONS AND INDEX OF DEFINITIONS

In accordance with section 1 of the Agreement of which this exhibit is a part,
throughout the Agreement the following terms and phrases shall have the meanings
set forth or referred to below:

1.      "Additional Rent" means all amounts, other than Basic Rent and any
        Security Deposit, required to be paid by the Tenant to the Landlord in
        accordance with this Agreement.

2.      An "Affiliate" of any entity means a person or entity controlling,
        controlled by, or under common control with, that person or entity.

3.      "Agreement" means this Lease and Lease Agreement (including exhibits),
        as it may have been amended.

4.      "Allowance" is defined in section 44 of this Agreement.

5.      "Annual Amortized Capital Expenditure" means the payment amount
        determined as an annuity in arrears using the cost incurred by the
        Landlord for any Capital Expenditure as the present value, the number of
        years of its useful life (not exceeding 10 years) selected by the
        Landlord in accordance with generally applied real estate accounting
        practice as the number of periods and the Base Rate in effect when the
        respective improvement is first placed into service plus two additional
        percentage points as the annual rate of interest.

6.      "Base Rate" means the prime commercial lending rate per year as
        announced from time to time by Fleet National Bank at its principal
        office.

7.      "Base Year" means the full calendar year 2002 with respect to
        Operational Expenses and Taxes.

8.      "Base Year Operational Expenses" means Operational Expenses incurred by
        the Landlord during the Base Year as defined in subsection 10.2 of this
        Agreement.

9.      "Base Year Taxes" means the product of the final assessed value, as the
        same may subsequently be adjusted in any appeal of the tax assessor's
        valuation, of the Property, the Building and any other improvements on
        the Property in the Base Year and the Municipality's lowest tax rate for
        office buildings and the property on which they stand in effect during
        the Base Year.

10.     "Basic Rent" is defined in subsection 3.2 of this Agreement.

11.     "Broker" is defined in subsection 30.2 of this Agreement.

12.     "Building" means the office building erected on the Property which is
        commonly known as 685 Route 202/206, Bridgewater, New Jersey, as it may,
        in the Landlord's sole discretion, be increased, decreased, modified,
        altered or otherwise changed from time to time before, during or after
        the Term. As the Building is presently constructed it is agreed to
        contain 137,139 gross rentable square feet of floor space.

13.     "Capital Expenditure" is defined in subsection 10.3 of this Agreement.

14.     "Commencement Date" is defined in section 4 of this Agreement.

15.     "Common Facilities" means the areas, facilities and improvements
        provided by the Landlord in the



                                      -44-
<PAGE>

        Building (except the Leased Premises and the Other Leased Premises) and
        on or about the Property, including, without limiting the generality of
        the foregoing, the Parking Facilities and access roads thereto, for
        non-exclusive use by the Tenant in accordance with subsection 2.2 of
        this Agreement, as they may, in the Landlord's sole discretion, be
        increased, decreased, modified, altered or otherwise changed from time
        to time before, during or after the Term, and subject to rights which
        may be granted to the major tenant to utilize the lobby as a common
        reception area.

16.     "Common Walls" means those walls which separate the Leased Premises from
        Other Leased Premises.

17.     "Election Right" is defined in subsection 21.2 of this Agreement.

18.     "Electric Charges" means all the supplying utility's charges for, or in
        connection with, furnishing electricity including charges determined by
        actual usage, any seasonal adjustments, demand charges, energy charges,
        energy adjustment charges and any other charges, howsoever denominated,
        of the supplying utility, including sales and excise taxes and the like.

19.     "Environmental Laws" is defined in subsection 7.2.8 (ii) of this
        Agreement.

20.     "Event of Default" is defined in section 22 of this Agreement.

21.     "Expiring Term" means, when used in the context of any Option to Renew,
        the Term as it is then scheduled to expire (immediately prior to
        exercise of the next available Option to Renew).

22.     The Tenant's "Guests" shall mean the Tenant's licensees, invitees and
        all others in, on or about the Leased Premises, the Building, the Common
        Facilities or the Property, either at the Tenant's express or implied
        request or invitation or for the purpose of soliciting or visiting the
        Tenant.

23.     "Hazardous Substance" is defined in subsection 7.2.8 (ii) of this
        Agreement.

24.     A "History of Recurring Events of Default" means the occurrence of two
        or more Events of Default (whether or not cured by the Tenant) in any
        period of 12 months.

25.     "Holdover Damages" is defined in subsection 23.4 of this Agreement.

26.     "Index" means the "all items" index figure for the New York Northeastern
        New Jersey average of the Consumer Price Index for all urban wage
        earners and clerical workers which uses a base period of 1982-84=100,
        published by the United States Department of Labor, so long as it
        continues to be published. If the Index is not published for a period of
        three consecutive months, or if its base period is changed, the term
        "Index" shall mean that index, as nearly equivalent in purpose, function
        and coverage as practicable to the original Index, which the Landlord
        shall have designated by notice to the Tenant.

27.     "Initial Term" means the period so designated in subsection 4.1 of this
        Agreement.

28.     "Initial Year" means the first 12 full calendar months of the Initial
        Term.

29.     "Landlord" means the person so designated at the beginning of this
        Agreement and those successors to the Landlord's interest in the
        Property and/or the Landlord's rights and obligations under this
        Agreement contemplated by section 26 of this Agreement.

30.     "Leased Premises" means that portion of the interior of the Building (as
        viewed from the interior of the Leased Premises) bounded by the interior
        sides of the unfinished floor and the finished ceiling on



                                      -45-
<PAGE>

        the floor (as the floors have been designated by the Landlord) of the
        Building, the centers of all Common Walls and the exterior sides of all
        walls other than Common Walls, the outline of which floor space is
        designated on the diagram set forth in Exhibit A attached hereto, which
        portion contains 18,778 square feet of gross rentable floor space.

31.     "Legal Holidays" means New Year's Day, Presidents' Day, Memorial Day,
        Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

32.     "Market Rental Rate" means, at the time of reference, the gross rentable
        floor space of the Leased Premises multiplied by the greater of: (a)
        that annual rate of Basic Rent per square foot of gross rentable floor
        space which is then being quoted by the Landlord for comparable Other
        Leased Premises (or would then be quoted if comparable Other Leased
        Premises were then available) or (b) that annual rate of Basic Rent per
        square foot of gross rentable floor space in effect during the Expiring
        Term.

33.     "Municipality" means Bridgewater, New Jersey, or any successor
        municipality with jurisdiction over the Property.

34.     "No Pass Through Period" means, in the context of Operational Expenses
        and Taxes, the period beginning on the Commencement Date and ending on
        the day prior to the first anniversary of the Commencement Date.

35.     "Nuisance" means any condition or occurrence which unreasonably or
        materially interferes with the authorized use and enjoyment of the Other
        Leased Premises and the Common Facilities by any tenant of Other Leased
        Premises or by any person authorized to use any Other Leased Premises or
        Common Facilities.

36.     "Operational Expenses" is defined in subsection 10.2 of this Agreement.

37.     "Option to Renew" is defined in subsection 6.1 of this Agreement.

38.     "Other Leased Premises" means all premises within the Building, with the
        exception of the Leased Premises, that are, or are available to be,
        leased to tenants or prospective tenants, respectively.

39.     "Parking Facilities" means the parking area adjacent to the Building,
        which parking area is provided as Common Facilities. The Parking
        Facilities contain four spaces per 1,000 rentable feet.

40.     "Person" includes an individual, a corporation, a partnership, a trust,
        an estate, an unincorporated group of persons and any group of persons.

41.     "Property" means the parcel of land, as it may, in the Landlord's sole
        discretion, be increased, decreased, modified, altered or otherwise
        changed from time to time before, during or after the Term, on which the
        Building is erected. As the Property is presently constituted, it is
        more particularly described in Exhibit B attached hereto.

42.     "Regular Business Hours" means 8:00 A.M. to 6:00 P.M., Monday through
        Friday, except on Legal Holidays.

43.     "Re-Leasing Damages" is defined in subsection 23.3.

44.     "Renewal Term" means, at the time of reference, any portion of the Term,
        other than the Initial Term, as to which the Tenant has properly
        exercised an Option to Renew which Option to Renew has not



                                      -46-
<PAGE>

        been rescinded in accordance with subsection 6.2 of this Agreement.

45.     "Rent" means Basic Rent and Additional Rent.

46.     "Right of First Offer" is defined in subsection 6.2 of this Agreement.

47.     "Target Date" means, upon execution and delivery of this Agreement, the
        then estimated Commencement Date which is hereby established to be
        January 1, 2002.

48.     "Taxes" means, in any calendar year, the aggregate amount of real
        property taxes, assessments and sewer rents, rates and charges, state
        and local taxes, transit taxes and every other governmental charge,
        whether general or special, ordinary or extraordinary (except corporate
        franchise taxes and taxes imposed on, or computed as a function of, net
        income or net profits from all sources and except taxes charged,
        assessed or levied exclusively on the Leased Premises or arising
        exclusively from the Tenant's occupancy of the Leased Premises) charged,
        assessed or levied by any taxing authority with respect to the Property,
        the Building, the Common Facilities and any other improvements on the
        Property, less any refunds or rebates (net of expenses incurred in
        obtaining any such refunds or rebates) of Taxes actually received by the
        Landlord during such calendar year with respect to any period during the
        Term for the benefit of the Tenant, tenants of Other Leased Premises and
        the Landlord. If during the Term there shall be a change in the means or
        methods of taxing real property generally in effect at the beginning of
        the Term and another type of tax or method of taxation should be
        substituted in whole or in part for, or in lieu of, Taxes, the amounts
        calculated under such other types of tax or by such other methods of
        taxation shall also be deemed to be Taxes. Until such time as the actual
        amount of Taxes for any calendar year becomes known, the amount thereof
        shall be the Landlord's estimate of Taxes for that calendar year.

49.     "Tenant" means the person so designated at the beginning of this
        Agreement.

50.     "Tenant Electric Charges" means (a) during Regular Business Hours,
        Electric Charges attributable to the Tenant's use of electricity in the
        Leased Premises for purposes other than heating, ventilation and air
        conditioning provided to the Leased Premises by the Landlord in
        accordance with subsection 8.1.5 of this Agreement and (b) during other
        than Regular Business Hours, a charge at the rate of $25.00 per hour or
        partial hour of use on Saturdays between the hours of 8:00 A.M. and
        12:00 P.M. and $50.00 per hour or partial hour of use at other times
        outside of Regular Business Hours; plus Electric Charges attributable to
        the Tenant's use of electricity in the Leased Premises for all purposes
        including, without limiting the generality of the foregoing, heating,
        ventilation and air conditioning.

51.     "Tenant Plan" means construction drawings and related construction
        specifications regarding the build-out of the Leased Premises (with any
        construction drawings in a reproducible diazo sepia mylar form)
        including, without limiting the generality of the foregoing, the
        information called for by Exhibit C, signed and sealed by a New
        Jersey-licensed architect, complying in all respects with applicable
        building and fire codes and insurance underwriting standards in effect
        and in sufficient detail to permit the Municipality to issue any
        required building permits and to permit skilled contractors to supply
        and perform the work called for therein. The Tenant Plan shall not
        include any specialized computer installations or any telecommunications
        equipment or facilities.

52.     "Tenant Plan Due Date" means November 2, 2001.

53.     "Tenant's Share" of any amount means 13.7%.

54.     "Term" means the Initial Term plus, at the time of reference, any
        Renewal Term.



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55.     "Termination Damages" is defined in subsection 23.2 of this Agreement.

56.     "Termination Option" is defined in subsection 6.4 of this Agreement.

57.     "Utilities Expenses" means Electric Charges (other than Tenant Electric
        Charges) and all charges for any other fuel that may be used in
        providing electricity and services powered by electricity that the
        Landlord provides in accordance with section 8 of this Agreement to the
        Building, the Leased Premises, Other Leased Premises, the Common
        Facilities and the Property, including sales and excise taxes and the
        like.

58.     "Wire Restoration Work" is defined in subsection 21.2.2 of this
        Agreement.

59.     "Wiring" is defined in subsection 21.2.1 of this Agreement.

60.     "Work Letter" means Exhibit C attached hereto which generally describes
        the type of construction of the Building and, unless the Tenant Plan
        does not require any such respective improvement, those improvements the
        Landlord will provide or install in the Leased Premises without
        installation charge to the Tenant in connection with the preparation of
        the Leased Premises contemplated by section 5 of this Agreement.



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<PAGE>

                                    EXHIBIT F

       [TABLE OF LANDLORD'S CLEANING RESPONSIBILITIES ON LEASED PROPERTY]

















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