<PAGE>

                                                                   Exhibit 10.28
                                 LEASE AGREEMENT


                  THIS LEASE AGREEMENT ("LEASE") is made this 19th day of March,
2003, by and between Landlord and Tenant.

                  In consideration of the mutual covenants contained in this
Lease, the Parties agree as follows:

                  ARTICLE 1. PARTICULAR DEFINED TERMS

                 As used in this Lease,  the  following  terms shall have the
                 following meanings:
<TABLE>
<CAPTION>


<S>              <C>      <C>
                  1.1      The Basic Rent, during the term of this Lease, shall be as follows:

                           A.   Office (Units 109, 110 and 209) total rental area 15,084 square feet.
                                ---------------------------------------------------------------------

                                (1)  From the  Commencement  Date through the  expiration  date of the
                                     fifth year of the last of the rental  units  delivered to Tenant:
                                     $12.00  per  square  foot/absolutely  net per  month,  payable in
                                     advance, on the first (1st) day of each month of the term hereof.

                                (2)  From the  expiration  date of the  fifth  year of the last of the
                                     rental units  delivered to Tenant and five years  thence:  $13.20
                                     per square  foot/absolutely net per month, payable in advance, on
                                     the first (1st) day of each month of the term hereof.

                           B.   Lab (Unit 210) total rental area 3,535 square feet.
                                ---------------------------------------------------

                                (1)  From the  Commencement  Date through the  expiration  date of the
                                     fifth year of the last of the rental  units  delivered to Tenant:
                                     $12.00  per  square  foot/absolutely  net per  month,  payable in
                                     advance, on the first (1st) day of each month of the term hereof.

                                (2)  From the  expiration  date of the  fifth  year of the last of the
                                     rental units  delivered to Tenant and five years  thence:  $13.20
                                     per square  foot/absolutely net per month, payable in advance, on
                                     the first (1st) day of each month of the term hereof.

                           C.   Warehouse (Units 116, 117) total rental area 13,186 square feet
                                ---------------------------------------------------------------

                                 (1)  From the  Commencement  Date through the  expiration  date of the
                                      fifth year of the last of the rental  units  delivered to Tenant:
                                      $8.25  per  square  foot/absolutely  net per  month,  payable  in
                                      advance, on the first (1st) day of each month of the term hereof.

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                                 (2)  From the  expiration  date of the  fifth  year of the last of the
                                      rental units delivered to Tenant and five years thence: $9.08 per
                                      square  foot/absolutely net per month, payable in advance, on the
                                      first (1st) day of each month of the term hereof.
</TABLE>


                  1.2  "Commencement  Date"  means the date on which the term of
this  Lease  shall  commence.  The  Commencement  Date for each area  defined in
Section 1.1 above shall be 30 days after the Completion Date.

                  1.3 "Completion Date" means the date on which all of the
Tenant's Space is ready for occupancy for Tenant's intended use and a permanent
certificate of occupancy has been issued.

                  1.4 "Termination Date" means the date which is ten (10) years
after the Commencement Date of the last area as delivered to Tenant under
Section 1.1 above.

                  1.5  "Lease  Term"  means a period  of time of ten (10)  years
beginning on the Commencement Date and ending on the Termination Date.

                  1.6 "Monthly  Common Area Cost  Installment"  means the sum of
$2.25 per square  foot per month,  initially,  or such other  amount as Landlord
reasonably  may from time to time fix during  the Lease Term by serving  written
notice on Tenant of change of such amount. (This sum is an estimate only and may
be revised when final costs are established for insurance,  snow plowing and the
like).

                  1.7  "Monthly Tax  Installment"  means the sum of $_______ per
quarter,  initially,  or such other amount as the Landlord may from time to time
fix during the Lease Term by serving  written notice on Tenant of change of such
amount.  (To be  established  after  completion  of the Leasehold  Premises.  An
estimated  amount will be  collected  and paid until such time as the actual tax
due the Township of Raritan is established.)

                  1.8 "Permitted  Uses" means  specifically  general office use,
laboratory and research facility,  warehouse and light manufacturing,  such uses
to be consistent with the principal  permitted uses in the I-2 Zone, pursuant to
the Land Development Ordinances of the Township of Raritan.

                  1.9.  "Leasehold  Premises"  means Building B, 25 Minneakoning
Road, Raritan Township, New Jersey, in the Macedo Business Park.

                  1.10  "Tenant's  Space"  means  a  portion  of  the  Leasehold
Premises,  as indicated by the  highlighted  areas of the floor plan attached to
this Lease and marked as "Exhibit A", containing a gross rentable area, pursuant
to As Built drawings, of 31,805 square feet.


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                  1.11 "Landlord"  means MACEDO BUSINESS PARK, II, L.L.C., a New
Jersey limited liability company.

                  1.12  "Tenant"   means  NOVADEL  PHARMA  INC.,  a  New  Jersey
corporation, its affiliates, successors and permitted assigns.

                  1.13 "Tenant's  Notice  Address" means the Leasehold  Premises
after the  Commencement  Date;  and,  before the  Commencement  Date, 31 Rt. 12,
Flemington, NJ 08822..


                  1.14 "Tenant's Share" means a fraction, the numerator of which
is the gross floor area of the Tenant's  Space,  and the denominator of which is
the gross floor area of all rentable space in the Leasehold  Premises,  based on
exterior  dimensions  (excluding  any part of the  Leasehold  Premises used as a
common area or common facility).  The Tenant's Share is computed and fixed as of
the date of this Lease as 40.7% (31,805/78060). Upon any bona fide change in the
total  rentable  space in the  Leasehold  Premises,  Landlord may, at Landlord's
option,  reasonably calculate and fix an adjusted fraction as the Tenant's Share
and said adjusted  fraction shall be effective for all purposes under this Lease
as the Tenant's Share when Landlord serves notice thereof on Tenant.

                  1.15 Intentionally omitted.

                  1.16 This provision reserved.

                  1.17 "Security Deposit" means the sum equal to 12 month's rent
subject to adjustment from time to time pursuant to Article 17.

                  ARTICLE 2. STANDARD DEFINED TERMS

                  As used in this  Lease,  the  following  terms  shall have the
following meanings:

                  2.1  "Additional  Rent"  means  all  amounts  which  Tenant is
obligated to pay Landlord,  pursuant to paragraph 4.3 in Article 4 of this Lease
or any other amounts which become due, by virtue of the Lease Agreement.

                  2.2 "Common Area Costs" means the Landlord's  reasonable gross
costs of  operating  and  maintaining  the common  areas and  facilities  of the
Leasehold  Premises,  whether  paid to third  parties or to persons or  entities
controlled  by or under common  control with  Landlord;  if payments are made to
persons  or  entities  related  to,  controlled  by or under  common  control of
Landlord or persons related to Landlord's  principals,  such costs may not be in
excess of what would have been charged by an unrelated  party.  Common Areas are
all portions of the Leasehold  Premises,  except those areas which are leased to
Tenants,  or  intended  by



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Landlord  to be leased to Tenants or to be occupied by  Landlord.  Common  Areas
include,  but are not limited to, the parking  areas owned,  leased or otherwise
provided by the Landlord at the Leasehold  Premises,  the public conveniences of
the  Leasehold  Premises,   and  all  other  areas  of  the  Leasehold  Premises
constructed,  purchased or leased by Landlord  which are intended by Landlord to
be used in common by the Tenants of the Leasehold  Premises or their  customers,
now and at any time during the Lease Term.  Landlord's  gross costs of operating
and maintaining the Common Areas of the Leasehold Premises include,  but are not
limited to, all costs and expenses of operating,  repairing, lighting, cleaning,
painting,  striping,  policing and security  (including the cost of uniforms and
equipment),  all employment taxes, insurance,  including liability insurance for
personal injury,  death and property damage,  insurance  against fire,  extended
coverage, theft or other casualties,  workman's' compensation insurance covering
personnel,  fidelity  bonds  for  personnel,  plate  glass  insurance  for glass
exclusively  serving  the area in which the common  facilities  are from time to
time  located;  removal  of snow,  ice,  and  debris;;  costs  and  expenses  of
inspecting, machinery and equipment used in the operation and maintenance of the
common  facilities  and personal  property  taxes and  comparable  other charges
incurred in connection  with such  equipment;  costs and expenses of maintaining
flowers, shrubbery and planters; management fees paid to the Leasehold Premises'
manager and/or  management  company,  with such fees not to exceed fees paid for
comparable services in similar buildings in the area; clerical,  bookkeeping and
accounting fees, office supplies and equipment; sanitary and exterminating;  the
costs of maintaining and repairing  exterior walls where necessary;  maintenance
and repair of drain pipes, electric, gas, water lines and sewer mains leading to
and from the  leased  areas  in the  Leasehold  Premises;  costs  and  expenses,
including  engineering,  architectural and other expert fees, and legal fees, in
connection  with all  operations of common  areas,  including but not limited to
costs of defense of claims  for  damages  not  covered  by  liability  insurance
security, maintenance, energy costs to heat ventilate and air condition areas in
which the common  facilities  are,  from time to time,  located.  Such costs and
expenses shall not include insurance or depreciation.

                  2.3  "Consumer  Price Index"  means the  Consumer  Price Index
(1982-1984=100)  for all Urban  Consumers (New York, New  York-Northeastern  New
Jersey),  published by the Bureau of Labor Statistics,  United States Department
of Labor, or successor or substitute index appropriately  adjusted. In the event
that the  Consumer  Price  Index (or  successor  or a  substitute  index) is not
available, a reliable governmental or other non-partisan  publication evaluating
the information  theretofore  used in determining the Consumer Price Index shall
selected by Landlord.

                  2.4 This provision reserved.

                  2.5 "Monetary Default" means the failure of Tenant to pay Rent
within Five (5) days after such payment is due.

                  2.6  "Non-Monetary  Default" means any one of the omissions by
Tenant specified in Article 5 of this Lease.

                  2.7 "Parties" means Landlord and Tenant.

                  2.8 "Rent" means Basic Rent and Additional  Rent and any other
amount which becomes due by virtue of this Lease Agreement.


                                       4
<PAGE>




                  2.9  "Rental  Year"  means any  calendar  year,  from  January
through December, all or any part of which falls within the Lease Term.

                  2.10  "Security  Deposit"  means the equivalent of twelve (12)
months' Basic Rent,  subject to adjustment from time to time pursuant to Article
17.

                  2.11  "Taxes"  means all real estate taxes which are levied or
assessed by the lawful taxing authorities against the land, buildings,  fixtures
and improvements of the Leasehold  Premises,  including all municipal and county
taxes, special and general, ordinary and extraordinary,  assessments,  water and
sewer rents, charges for public utilities,  excises,  levies, license and permit
fees and other government  charges which shall be imposed upon or become due and
payable or become lien upon the Leasehold  Premises or any part of the Leasehold
Premises,  including  the  sidewalks  and  streets  adjacent  to  the  Leasehold
Premises,  by any federal,  state,  municipal,  or other  governmental or public
authority  under  existing  law or practice or under any future law or practice.
The terms  "Taxes"  also  means the cost of any  contest  or  appeal,  including
attorney's fees and related costs,  pursued by Landlord to reduce any tax or any
assessment  on which any tax or other  charge  referred to in this  paragraph is
based.  Taxes also means any sales or other tax imposed in  connection  with the
leasing  or rental of the land,  buildings,  fixtures  and  improvements  of the
Leasehold Premises.

                  2.12 "Tenant's Share of Common Area Costs" means the amount of
Common Area Costs for any Rental Year,  or portion  thereof,  multiplied  by the
Tenant's share.

                  2.13  "Tenant's  Share of Taxes" means the amount of Taxes for
any Rental Year, or portion thereof, multiplied by the Tenant's share.

                  ARTICLE 3. DEMISE AND TERM

                  3.1 Landlord  hereby  leases the Tenant's  Space to Tenant for
the Lease Term, and Tenant hereby rents the Tenant's Space from Landlord for the
Lease Term. In the event that one or more portions of the Tenant's  Space become
ready for occupancy prior to the Completion Date,  Tenant may take possession of
any or all of such  portions and upon Tenant taking such  possession  Rent shall
begin to accrue,  based upon the square footage of such portions of the Tenant's
Space so occupied by Tenant. Such occupancy by Tenant shall be subject to all of
the terms and  conditions of this Lease;  however,  the term of this Lease shall
not be deemed to have commenced until the Commencement Date.

                  3.2 If Tenant is permitted access to the premises prior to the
Commencement  Date for the purpose of  installing  fixtures or any other purpose
permitted  by  Landlord,  such  early  entry will be at  Tenant's  sole risk and
subject to all the terms and provisions of this Lease as though the Commencement
Date has  occurred,  except for the  payment of monthly  Basic Rent and  monthly
Common Area Cost Installment and Real Estate Tax Installment  amounts which will
commence on the  Commencement  Date.  Tenant,  its agents or employees  will not
interfere  with  or  delay   Landlord's   completion  of   construction  of  the
improvements,  if any,  and all rights of Tenant  under this  provision  will be
subject  to the  requirements  of  all  applicable  building  codes


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and  zoning  requirements.  Landlord  has the  right to impose  such  additional
conditions  on Tenant's  early  entry as  Landlord,  in its sole and  reasonable
discretion,  deems appropriate,  and will further have the right to require that
Tenant execute an early entry agreement,  containing such  conditions,  prior to
tenant's early entry.

                  ARTICLE 3A. OPTION TO EXTEND TERM OF LEASE

                  3A.1 Tenant  shall have two (2)  respective  options to extend
the Lease Term from and  including  the day next  following  the last day of the
Lease Term for successive  extensions  periods of five (5) years each. Each such
period is referred to in this Lease as an "Extension  Period".  If Tenant elects
to  exercise  any or all of the  options  to extend the term of the Lease for an
Extension  Period,  the option shall be exercised in the following  manner:  not
less than three (3) calendar  months before the first  Extension  Period and six
(6) calendar months before the second Extension Period, and not more than twelve
(12)  calendar  months next prior to the first day of the  Extension  Period for
which  Tenant  desires to exercise  its option to extend the Lease Term,  Tenant
shall serve written notice on Landlord that Tenant thereby  exercises the option
to extend the Lease Term. Any attempt to exercise the option to extend the Lease
Term which is not strictly in compliance  with the procedure and during the time
periods  set forth in Article 3A shall be  ineffective  and void.  The  Tenant's
right to exercise the  foregoing  options to extend the Lease Term is subject to
the following  conditions:  (A) Tenant shall have  exercised each and all of its
options to extend the Lease for each prior Extension  Period, if any; (B) Tenant
shall be in actual  occupancy of the Tenant's Space; and (C) Tenant shall not be
in default  under this  Lease.  If Tenant is in default  under this Lease at the
time  Tenant  attempts to  exercise  any option to extend the Lease  Term,  such
attempt to exercise the option to extend the Lease Term shall be ineffective and
void and any subsequent cure of the Tenant's  default under this Lease shall not
have the effect of making  such  attempted  exercise of the option to extend the
Lease Term effective.

                  3A.2 The Basic Rent to be paid for each month during the First
Extension Period shall be increased in proportion to the percentage  increase of
the Consumer  Price Index during the last five years of the initial  Lease Term.
For this  purpose,  the  Consumer  Price  Index for the month in which the sixth
anniversary of the  Commencement  Date falls shall be used as the Base Month. In
order to determine the Basic Rent for the First Extension Period, the percentage
increase in the  Consumer  Price  Index from the Base Month to the second  month
prior to the  month in which  the  First  Extension  Period  commences  shall be
multiplied by the Basic Rent for the sixth through tenth years of the Lease Term
and the result shall be added to such Basic Rent to determine the Basic Rent for
the First  Extension  Period..  In no event  shall the Basic  Rent for the First
Extension  Period be  decreased  below the Basic Rent  payable at the end of the
initial Lease Term.

                  3A.3  The  Basic  Rent to be paid for each  month  during  the
Second  Extension  Period  shall be increased in  proportion  to the  percentage
increase of the Consumer Price Index during the First Extension Period. For this
purpose,  the  Consumer  Price Index for the month in which the First  Extension
Period  commences  shall be used as the Base Month.  In order to  determine  the
Basic Rent for the Second  Extension  Period,  the  percentage  increase  in the



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Consumer  Price Index from the Base Month to the second month prior to the month
in which the Second  Extension Period commences shall be multiplied by the Basic
Rent for the First Extension  Period and the result shall be added to such Basic
Rent to determine the Basic Rent for the Second Extension  Period..  In no event
shall the Basic  Rent for the Second  Extension  Period be  decreased  below the
Basic Rent payable at the end of the First Extension Period.

                  ARTICLE 4. RENT

                  4.1 Tenant shall pay to the Landlord, when due, the Basic Rent
and  Additional  Rent,  without any prior demand by Landlord  for such  payment.
Tenant  acknowledges and agrees that Tenant's obligation to pay Rent to Landlord
is an independent  covenant under this Lease and shall not be subject to any set
off or deduction of any kind or for any reason.

                  4.2 Tenant shall pay to the Landlord the Basic Rent in monthly
installments  in  advance,  on or before  the first day of each  calendar  month
during the Lease Term. If the Commencement Date falls on any date other than the
first day of a calendar  month,  the Basic Rent for the initial  calendar  month
shall be reduced,  pro rata, based on the number of days of such month which are
included  within the Lease Term and such adjusted  initial  installment of Basic
Rent shall be paid by Tenant to Landlord on the Commencement Date.

                  4.3.1  If  Tenant   fails  to  pay  to  Landlord  any  monthly
installment of Basic Rent or Additional  Rent under  subparagraph  4.3.2 of this
Lease  within ten days after  such  payment  becomes  due,  Tenant  shall pay to
Landlord,  as Additional  Rent (a) the sum of $50.00,  or (b) an amount equal to
$10.00 multiplied by the number of days after the due date until such payment is
received by  Landlord,  or (c) 10 percent of the past due  installment  of Rent,
whichever  is greater.  If any payment of Rent is tendered by Tenant to Landlord
more than 10 days after the payment is due and such payment does not include the
Additional  Rent specified in this  subparagraph  4.3.1.,  then Landlord may, at
Landlord's  option,  (i) refuse to accept such partial  payment,  or (ii) accept
such partial  payment on account,  thereby fully reserving  Landlord's  right to
demand payment of such Additional Rent at any time within 2 years after the date
of  Landlord's  acceptance  of such partial  payment and fully  reserving all of
Landlord's rights under this Lease with respect to a default by Tenant if Tenant
subsequently  fails to pay to  Landlord  such  Additional  Rent  upon  demand by
Landlord  made within 2 years after the date of  Landlord's  acceptance  of such
partial payment.  Tenant  acknowledges and agrees that Landlord's  acceptance of
such partial  payment shall not be deemed to be a waiver by Landlord of Tenant's
obligation to pay such  Additional Rent upon demand by Landlord made at any time
within 2 years after  Landlord  accepts such partial  payment,  unless  Landlord
specifically notifies Tenant in writing that Landlord has waived such obligation
on the part of the Tenant.

                  4.3.2  Tenant  shall pay to the  Landlord,  Tenant's  Share of
Common Area costs and  Tenant's  Share of Taxes for each Rental Year as follows:
(A) Tenant  shall pay  Landlord the Monthly  Common Area Cost  Installment,  the
Monthly Tax Installment and the Monthly Sewer Cost Installment in advance, on or
before the first day of each calendar  month during the Lease Term.  The Monthly
Common Area Cost Installment  payments and the Monthly Tax Installment  payments
shall be applied by  Landlord,  on account,  to Tenant's  obligation  to pay the
Tenant's



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Share of Common Area Costs and the Tenant's Share of Taxes, respectively. If the
Commencement  Date  falls on any date  other  than the first  day of a  calendar
month,  the Monthly Common Area Cost Installment and the Monthly Tax Installment
for the initial  calendar month shall be reduced,  pro rata, based on the number
of days of such month which are included within the Lease Term and such adjusted
initial Monthly Common Area Cost  Installment and Monthly Tax Installment  shall
be paid by Tenant to  Landlord  on the  Commencement  Date.  (B) Within 3 months
after the end of each  Rental  Year,  Landlord  shall send to Tenant a statement
setting  forth the  adjustment  to  Tenant's  Share of Common Area Costs and the
adjustment to Tenant's  Share of Taxes for such Rental Year which remains unpaid
after  credit  is  allowed  for  the  total  of the  Monthly  Common  Area  Cost
Installment payments and the Monthly Tax Installment payments made by Tenant and
received by Landlord with respect to said Rental year.

                  4.3.2.a   Tenant's   share  of  real  estate  taxes  shall  be
calculated by Landlord  establishing  the total real estate tax assessed against
the  property  designated  Block 16,  Lot 16.09 on the  current  tax map for the
Township of Raritan,  Hunterdon County, New Jersey.  Landlord will calculate the
amount due on account of the real estate  taxes by  multiplying  the total taxes
billed by the Township of Raritan on the property by Tenant's share.

                  4.3.2.b  Tenant hereby  covenants and agrees that, in addition
to the monthly rental set forth herein above,  the Tenant will pay its equitable
share  of  the  sewer  usage  charge  assessed  against  the  property.   Tenant
acknowledge  that the method used to  calculate  the sewer charge may change and
that said  charge  may be based upon meter  reading(s)  or some other  equitable
method of  calculation.  Regardless  of the method used to  calculate  the sewer
charge  payable  by  the  Landlord  for  the  Property,   Tenant  will  pay  its
proportionate  share  thereof.   The  Tenant's   proportionate  share  shall  be
determined  in the same manner as set forth in Article  4.3.2.a  unless  another
equitable method is determined initially,  the sewer usage charge shall be based
on "Tenant's Share."

                  4.3.3 Unless  provided for  elsewhere in this Lease,  whenever
Tenant  requests  Landlord to take any action or give any  consent,  required or
permitted under this Lease, Tenant will reimburse Landlord for all of Landlord's
reasonable  third  party costs  incurred in  reviewing  the  proposed  action or
consent,  including,  without  limitation,  attorney's  engineers'  architects',
accountants' and other  professional  fees, as Additional Rent,  within ten (10)
days after Landlord's  delivery to Tenant of a statement of such costs with such
obligation  to be capped  at  $250.00.  Tenant  will be  obligated  to make such
reimbursement  without regard to whether Landlord  consents to any such proposed
action.  Payment by Tenant to Landlord of the amount set forth in said statement
shall be due 20 days  after  said  statement  is served on  Tenant.  Tenant  and
Landlord  acknowledge  and agree that Tenant's  obligation to pay the amount set
forth in said statement  shall be a continuing  obligation and shall survive the
expiration  of the Lease Term and  re-leasing  of the Tenant's  Space to another
party.

                  ARTICLE 5. RIGHT OF FIRST REFUSAL

                  In the event any additional space becomes  available for lease
within  Leasehold  Premises  or  Building  II of the  Leasehold  Premises  or in
premises that may be  constructed  by


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Landlord  (or  another  entity  owned in whole or in part by Jack  and/or  Cathy
Macedo) on lands  contiguous to the Leasehold  Premises and situated to the west
thereof (collectively,  the "Additional Premises"), or if Landlord determines to
sell the Leasehold Premises, Tenant shall have a right of first refusal to lease
space in the Additional Premises, or to purchase the Leasehold Premises if it is
to be put up for sale, upon the terms and conditions set forth below.

                  A.  Prior  to  leasing  all or  any  part  of  the  Additional
Premises,  or selling the  Leasehold  Premises,  to any other  person or entity,
Landlord  shall  first  offer the same to Tenant by written  notice  which shall
describe (a) the additional space available, including the type of space and any
minimum  amount  that must be  leased,  (b) the rent per  square  foot,  (c) the
proposed lease term, and (d) all other material  financial terms and conditions,
or in the case of a sale the price and  terms on which it is to be  offered  for
sale. Except as otherwise  described in Landlord's written notice, the Lease for
the  additional  space shall be in form and substance  substantially  similar to
this Lease, subject to such amendments as are necessary to reflect the financial
terms and conditions set forth in Landlord's notice. The written notice shall be
delivered to Tenant by certified mail, return receipt requested.

                  B. In order to exercise the right, (a) in the case of a lease,
Tenant shall deliver to Landlord  written notice of Tenant's  intention to lease
the additional space,  which notice shall specify the square footage and type of
space to be  leased;  Tenant's  notice  shall be  accompanied  by a check in the
amount of one months rent for the Additional  Premises to be held by Landlord in
partial payment of the security deposit for the additional  space; or (b) in the
case of a sale a written  notice of Tenant's  intention  to  purchase  the Lease
Premises on the terms  offered,  together  with an earnest  money deposit in the
amount of $25,000 to be applied  towards the deposit on the contract  ultimately
to be signed.

                  C. The notices  required by this  Article 5 shall be deemed to
be delivered on the day of hand delivery or on the second day following the date
of mailing.

                  D. If Tenant does not deliver to Landlord the notice  required
by  subparagraph  (B) within 20 days after  delivery  by  Landlord of the notice
specified  in  subparagraph  (A)  above,  or if Tenant  fails to execute a lease
agreement  for the  additional  space,  or a contract to purchase the  Leasehold
Premises, as appropriate,  within 60 days following delivery of Tenant's notice,
Tenant  shall be deemed to have  waived  all  rights  under  this  Article 5 and
Landlord shall be free to lease the Additional  Premises,  or sell the Leasehold
Premises,  as  appropriate,  on the  same or  substantially  similar  terms  and
conditions to such other person or persons as Landlord may elect. Landlord shall
only be obligated  one time to the Tenant,  as to the right of first refusal for
said space, for any particular space. Should Tenant elect not to execute a lease
agreement  or  contract  to purchase  for said  space,  Tenant's  right of first
refusal  shall  expire  and be of no  further  force  and  effect,  and any sums
previously paid by Tenant to Landlord pursuant to sub-paragraph B, above,  shall
forthwith be returned to Tenant..

                  ARTICLE 6. ACTS OF DEFAULT BY TENANT

                  Tenant shall be in default under this Lease if:


                                       9
<PAGE>



                  6.1 Tenant fails to perform any covenant under this Lease,
other than the covenant to pay Rent, within ten (10) days after Landlord serves
on Tenant a notice which specifies Tenant's failure to perform such covenant and
demands that Tenant cure the failure to perform such covenant. (If Tenant
cannot, despite Tenant's efforts and diligence, perform such covenant within ten
(10) days after Landlord serves such notice on Tenant, and Tenant so notifies
Landlord within said ten (10) day period, Tenant shall have such additional time
to perform such covenant as may be reasonable necessary, provided that Tenant
proceeds with diligence and uses its best efforts to cure the Tenant's failure
to perform such covenant. If Tenant fails to notify Landlord within said ten
(10) day period that Tenant cannot perform such covenant, Tenant shall be
conclusively deemed to have waived its right to have additional time in which to
cure its failure to perform such covenant.)

                  6.2 Tenant shall be in default under this Lease if Tenant
fails to replenish the Security Deposit in accordance with Article 17 of this
Lease within ten (10) days after Landlord served notice on Tenant demanding such
payment.

                  6.3 Tenant admits in writing its inability to pay its debts as
they mature.

                  6.4 Tenant makes an assignment for the benefit of creditors or
takes any other similar action for the protection or benefit of creditors.

                  6.5 Tenant  files a  voluntary  petition in  bankruptcy  or is
adjudicated bankrupt or insolvent.

                  6.6  Tenant   files  any   petition  or  answer   seeking  any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under present or future  applicable  federal,  state or other
statute or law relative to bankruptcy, insolvency or other relief for debtors.

                  6.7  A   petition   is  filed   against   Tenant   under   the
reorganization provisions of the bankruptcy laws of the United States and Tenant
fails to have such petition  discharged within thirty (30) days after the filing
thereof.

                  6.8 At any time  during  the Lease  Term  after  Landlord  has
notified  Tenant that Tenant has  habitually  made late payment of Rent,  Tenant
fails to pay any installment of Rent within five (5) days after such installment
is due. (Tenant shall be conclusively  deemed to have made habitual late payment
of Rent if monthly  installments  of Rent are not received  within five (5) days
after the due date for (a) any three (3) consecutive months, or (b) any four (4)
months, whether consecutive or non consecutive, in any twelve (12) month period.
If Tenant falls into habitually late status, and thereafter pays rent timely for
12 consecutive months, Tenant should be deemed to be out of that status.

                  ARTICLE 7. This provision reserved.


                                       10
<PAGE>


                  ARTICLE 8. COMPLIANCE WITH ENVIRONMENTAL LAWS

                  8.1 Tenant expressly covenants and agrees to comply fully with
the provisions of the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6,
et seq.) and its  regulations,  before  termination  of the Lease (to the extent
compliance is required because of Tenant's use or occupancy) or at any time that
any action of the  Tenant  triggers  the  applicability  of ISRA  because of its
occupancy or acts.  In  particular,  the Tenant agrees that it shall comply with
the   provisions  of  ISRA  in  the  event  of  any  "closing,   terminating  or
transferring" of Tenant's  operations,  as defined by and in accordance with the
regulations.  If evidence of such  compliance  is not  delivered to the Landlord
before  surrender of the  Tenant's  Space by the Tenant to the  Landlord,  it is
understood  and agreed that the Tenant shall be liable to pay to the Landlord an
amount  equal to two times the monthly Base Rent then in effect,  together  with
all applicable  monthly  Additional  Rent from the date of such surrender  until
such  time as  evidence  of  compliance  with  ISRA  has been  delivered  to the
Landlord,  and  together  with any costs and  expenses  incurred  by Landlord in
enforcing Tenant's obligations under this Paragraph.  Evidence of compliance, as
used herein, shall mean a "letter of non-applicability" issued by the New Jersey
Department  of  Environmental   Protection  ("NJDEP"),   an  approved  "negative
declaration" or a "remedial  action plan" which has been fully approved by NJDEP
or  other   equivalent   document  as  may  then  be  prescribed  by  applicable
regulations. Evidence of compliance shall be delivered to the Landlord, together
with copies of all submissions  made to the NJDEP,  including all  environmental
reports,  test results and other  supporting  documentation.  In addition to the
above,  Tenant agrees that it shall  cooperate  reasonably  with  Landlord,  but
without cost to Tenant,  in the event ISRA is  applicable  to any portion of the
Leasehold Premises of which the Tenant's Space is a part that is not itself part
of the  Tenant's  Space.  In such case,  Tenant  agrees that it shall  cooperate
reasonably  with Landlord in connection  with any  information or  documentation
which may be requested by the NJDEP without cost to Tenant.  If any  remediation
of the  property  is required  in  connection  with the conduct by Tenant of its
business at the Leasehold  Premises,  Tenant expressly covenants and agrees that
it shall be responsible  for that portion of the  remediation  which is directly
attributable to the Tenant's  operation.  Tenant hereby  represents and warrants
that its Standard  Industrial  Classification No. is 2834, and that Tenant shall
not generate, manufacture, refine, transport, treat, store, handle or dispose of
"hazardous  substances"  as the same are defined under ISRA and the  regulations
promulgated  pursuant  thereto,  except in strict compliance with all applicable
governmental  rules,  regulations  and  procedures.  In no event shall Tenant be
responsible for any remediation at the Property or Office Park unless  resulting
directly from Tenant's use and  occupancy of the  Property.  If ISRA  compliance
becomes  necessary at the Leasehold  Premises due to any action or non-action on
the part of Landlord or any third party,  including  but not limited to a change
in ownership of the Leasehold Premises,  a closing of operations,  or a transfer
of  ownership  or  operations,  then  Landlord  shall  comply  with ISRA and all
requirements  of the NJDEP (or its successor) at Landlord's own expense.  Tenant
hereby agrees that it shall  promptly  inform  Landlord of any change in its SIC
number  and  obtain  Landlord's  consent  for any  change  in the  nature of the
business to be conducted in the Tenant's Space.  The covenants in this Paragraph
8.1 shall survive the expiration or earlier termination of the Lease term.

                  8.2  Landlord  shall be  responsible  for  complying  with any
statute,  ordinance, rule, order, regulation or requirement relating to improper
construction  of the  building or  property;  or


                                       11
<PAGE>




relating to any environmental  matter that pre-dates Tenant's occupancy;  or for
which Tenant is not obligated under the provisions of Paragraph 8.1.

                  ARTICLE 9. NO WAIVER

                  9.1 Tenant and Landlord  acknowledge and agree that Landlord's
acceptance  of any payment of Rent  tendered by Tenant to Landlord  shall not be
deemed to constitute a waiver by Landlord of any  Non-Monetary  Default,  or any
Monetary Default, committed by Tenant prior to the tender and acceptance of such
Rent  payment.  Tenant  and  Landlord  acknowledge  and  agree  that  Landlord's
acceptance  of such payment of Rent shall not  constitute a waiver by Landlord's
of  Landlord's  rights under this Lease with respect to any Monetary  Default or
Non-Monetary  Default  which  occurred  prior to  Landlord's  acceptance of such
payment, unless Landlord specifically notifies Tenant in writing that acceptance
of such payment constitutes such a waiver.

                  9.2 No waiver of any breach of any  covenant or  condition  of
this Lease shall be  construed  to be a  continuing  waiver of such  covenant or
condition or any subsequent breach thereof.

                  ARTICLE 10. TIME OF THE ESSENCE

                  Tenant  and  Landlord  acknowledge  and  agree  TIME IS OF THE
ESSENCE with regard to all deadlines,  time periods for providing  notice,  time
periods for  performance of covenants,  and other time  limitations  provided in
this  Lease.  Tenant and  Landlord  acknowledge  that the failure to perform any
covenant  of this Lease  within  the time  required,  or failure to give  notice
within the time required, shall be considered material and substantial.

                  ARTICLE 11. ASSIGNMENT

                  11.1 Except as otherwise  specifically provided herein, Tenant
shall not voluntarily or  involuntarily  sell,  assign,  encumber,  or otherwise
transfer  this Lease or any interest in this Lease;  allow this Lease to be sold
assigned,  encumbered or otherwise transferred by operation of law or otherwise;
sublet the Tenant's Space or any part of the Tenant's Space;  lease  concessions
or license  departments in the Tenant's Space;  pledge,  mortgage,  or secure by
other security  instrument  this Lease;  or suffer any other person to occupy or
use the  Tenant's  Space or any part of the  Tenant's  Space,  without the prior
written consent of Landlord,  which consent shall not be unreasonably  withheld.
No subletting, and no transfer or assignment of this Lease, whether voluntary or
involuntary,  by operation of law under legal process or proceedings, to or by a
receiver  or trustee  in  bankruptcy,  insolvency  or  similar  proceedings,  or
otherwise,  shall be valid or effective without such prior written consent.  Any
subletting   or   assignment   which  occurs  by   operation  of  law,   merger,
consolidation, reorganization, transfer or other change of Tenant's corporate or
proprietary structure shall not require Landlord's consent.

                  11.2  Landlord's  consent to one  assignment or sublease shall
not be deemed to waive the requirement that Tenant obtain Landlord's  consent to
any subsequent assignment or sublease.


                                       12
<PAGE>


                  11.3  Any  request  by  Tenant  for  Landlord's  consent  to a
specific  assignment or sublease shall be in writing,  accompanied by payment to
Landlord in the amount of $500.00 to cover Landlord's  administrative,  overhead
and legal  costs in  connection  with  review  of such  proposed  assignment  or
sublease.  Tenant's  request for Landlord's  consent shall include the following
information: (A) the name and address of the proposed assignee or subtenant, (B)
a copy of the proposed assignment or sublease,  (C) such information as Landlord
shall  reasonably  require  regarding  the  business,  character  and  financial
responsibility  of  the  proposed  assignee  or  subtenant,  including  banking,
financial or other credit  information,  (D)  sufficient  information  as to the
proposed use of the premises by the subtenant to allow  Landlord to determine if
such use is consistent with applicable zoning laws and regulations.

                  11.3.1 If Tenant believes that Landlord has violated the terms
of this Lease or any applicable law by not consenting to any proposed assignment
or subletting,  Tenant's sole remedy will be to seek a declaratory judgment that
the  Landlord  has  violated  the terms of this Lease or any  applicable  law by
withholding  its  consent  or an  order of  specific  performance  or  mandatory
injunction of Landlord's agreement to give its consent.

                  11.4 Any sale, assignment,  encumbrance,  subletting, transfer
of possession of Tenant's  Space to any third party,  or other  transfer of this
Lease which does not comply with the provisions of this Article 11 shall be void
and shall  constitute  a default  under this  Lease.  Landlord's  consent to any
assignment or sublease will not be effective unless and until the following have
been  delivered  to  Landlord:  (a) fully  executed  copy of the  instrument  of
assignment  or  sublease  and,  (b) in the  case  of an  assignment,  a  written
instrument  by which the  assignee  has  assumed  and agreed to  perform  all of
Tenant's  obligations under the lease; and (c) if this Lease has been guaranteed
by a  third  party  guarantor,  the  guarantor's  written  ratification  of  the
assignment.

                  11.5 Landlord's  acceptance of Rent or any other payment under
this Lease from any party  other than Tenant  shall not be deemed to  constitute
consent by the Landlord to any sale,  assignment,  encumbrance,  subletting,  or
other transfer of this Lease.

                  11.6 Without affecting any of Tenant's other obligations under
this Lease, if Landlord consents to any assignment or sublease, Tenant shall pay
to Landlord,  as Additional  Rent,  twenty-five  percent (25%) of the difference
between  (A) all sums or other  economic  consideration  received by Tenant as a
result of an assignment or subletting  (other than payments  attributable to the
amortization over the Lease Term of the cost of leasehold improvements which are
part of the assigned or sublet  portion of the Tenant's Space and have been paid
for by Tenant),  whether or not  denominated  as rental under the  assignment or
sublease, less any brokerage commission,  reasonable and customary out of pocket
costs and expenses, including tenant fit up payable by Tenant on the sublease or
assignment,  and (B) all sums which Tenant is  obligated  to pay Landlord  under
this Lease  (prorated  to reflect  obligations  allocable to that portion of the
Tenant's Space subject to such  assignment or sublease).  The sums payable under
this  Paragraph  11.6 shall be paid to Landlord as and when paid by any assignee
or Subtenant to


                                       13
<PAGE>


Tenant.  The  provisions  of this  paragraph  shall not apply to any sublease or
assignment to an entity controlled by or under common control with Tenant.


                  ARTICLE 12. GOVERNMENTAL APPROVALS

                  12.1 Tenant  shall,  at Tenant's own cost and expense,  obtain
all federal, state, county, municipal and other government licenses, permits and
approvals  (including  but not  limited to  certificates  of  occupancy)  now or
hereafter required, in connection with Tenant's occupancy of the Tenant's Space,
or the termination,  continuation,  expansion,  alteration or change of Tenant's
business  operations at the Tenant's Space.  Tenant acknowledges and agrees that
Landlord has made no warranty or  representation as to whether the use for which
Tenant is  leasing  the  Tenant's  Space is  permitted,  restricted,  regulated,
prohibited or otherwise  affected by any law,  ordinance or  regulation.  Tenant
acknowledges  and agrees that this Lease is not  contingent on Tenant  obtaining
any such governmental licenses,  permits and approvals.  Tenant shall indemnify,
defend and save  harmless  Landlord  from all  fines,  civil  penalties,  suits,
procedures,  claims, damages and actions of any kind, including attorney's fees,
arising out of Tenant's failure, to obtain such required governmental  licenses,
permits and approval or in connection  with any appeal of, or other procedure in
connection  with,  the  issuance  of  such  licenses,   permits  and  approvals.
Notwithstanding the foregoing,  Tenant shall make no application to any planning
board or board of adjustment for any site plan or variance approval or any other
approval or relief without first obtaining the written consent of the Landlord.

                  ARTICLE 13. This provision reserved.

                  ARTICLE 14. OCCUPANCY AND USE

                  14.1  Tenant   shall   occupy  the   Tenant's   Space  on  the
Commencement  Date and  thereafter use the Tenant's Space for the Permitted Uses
during the entire Lease Term and for no other use or purpose whatsoever, without
obtaining Landlord's prior consent, which shall not be withheld unreasonably.

                  14.2 No  trade  name  shall  be used in  connection  with  the
operation of Tenant's business at the Tenant's Space without  Landlord's express
written consent.

                  14.3 Tenant shall not suffer or permit the  Tenant's  Space to
be used for any  unlawful or immoral  purpose.  Tenant will not suffer or permit
any article to be brought into the Tenant's  Space, or any act to be done in the
Tenant's Space, which shall render the Tenant's Space uninsurable. Tenant shall,
at Tenant's sole cost and expense,  comply with all applicable laws, ordinances,
rules and  regulations  (including  all zoning  and  building  restrictions  and
conditions  associated  with any  present  of  future  site  plan  approvals  or
variances affecting the Leasehold Premises) or any governmental authority having
jurisdiction over the Tenant's Space, now or in the future, and the requirements
of all insurance underwriters.



                                       14
<PAGE>


                  14.4.1 Tenant  agrees that Tenant shall use window  treatments
known as Vignett  Roman  Shades,  made by Hunter  Douglas.  The shades  shall be
outside mounted paranot inside the windowsill  (with the header above the top of
the window so that it will not be seen from the  outside).  Tenant will place no
signs,  awnings or curtains on any part of the  exterior of said  premises or on
any show window, nor paint any brick work, cornice work, mill work or metal work
on the front of said  premises  without the prior  written  consent of Landlord,
which consent shall not be unreasonably withheld.  Tenant's sign shall in no way
diminish the rights of other  Tenants in the  Leasehold  Premises to maintain or
erect signs identifying  their  businesses.  Any sign permits which are required
shall be obtained and paid for by the Tenant.

                  14.4.2  Landlord  shall  have  the  right to  remove,  and the
obligation to replace,  Tenant's  signs or any of them, at any time or from time
to time during the terms of this Lease,  as may be necessary,  in order to paint
or  make  any  other  repairs,   alterations  or  improvements,   including  the
modification of the building facade, in or upon the Leasehold Premises.

                  14.4.3 The Landlord shall have the right to insure  uniformity
of design and type of signage in the  Leasehold  Premises  of which the  demised
premises  is a part to limit  the  shape,  size,  kind of number of signs in the
demised  premises.  In the event that the Landlord shall adopt such policy after
the Tenant has affixed any sign or signs, then the Landlord shall have the right
to replace,  remove or alter the Tenant's signs so long as the Landlord replaces
such signage with new signage which identifies  Tenant's  premises and which new
signage is equal in size to that  identifying  the premises of other  Tenants in
the  Leasehold  Premises of  equivalent  size.  In such event,  the cost of such
removal, replacement, alteration or modification shall be borne by Landlord.

                  14.5.1 Landlord agrees to provide to Tenant on-site parking in
common with other tenants of the Leasehold Premises.  Landlord  anticipates that
114 spaces will be available. Tenant shall be permitted to use its proportionate
share of such spaces based on the Tenant  share set forth in  Paragraph  1.14 of
this Lease.  As Tenant is occupying  40.7% of the space Tenant shall be entitled
to utilize 47 parking  spaces.  Tenant  agrees  that the space set aside for the
parking of  automobiles  adjacent  to the  office  space  within  the  Leasehold
Premises shall not be used at any time for the loading or unloading of trucks or
delivery vehicles.

                  14.5.2 Without limiting the generality of the foregoing, it is
specifically  agreed that Landlord may, from time to time,  issue parking decals
so as to identify  vehicles  owned or  operated by the Tenants of the  Leasehold
Premises and their  employees.  In such event,  Tenant  shall  require that such
decals be  affixed  to all  vehicles  owned or  operated  by Tenant or  Tenant's
employees,  in  accordance  with the  rules  and  regulations  from time to time
promulgated  by Landlord.  Tenant further  acknowledges  that Landlord may cause
employee  vehicles  improperly  parked in accordance  with the provision of this
Lease and rules and regulations  from time to time promulgated by Landlord which
are applicable to employee  parking to be towed from the Leasehold  Premises and
in such  event,  Landlord  shall not be  responsible  for any damage to personal
property occasioned thereby provided Landlord has exercised reasonable care



                                       15
<PAGE>


                  14.6 Tenant, and Tenant's agents, guests, invitees,  servants,
employees or licenses,  shall not enter upon the roof of the Leasehold Premises,
and Tenant  shall not cause or allow any  machinery,  equipment,  stock or other
items to be placed  upon or  removed  from the roof of the  Leasehold  Premises,
without the express prior consent of Landlord in writing, which consent shall be
unreasonably withheld.

                  14.7   Following   advance   notice  to  Tenant  and   without
unreasonably  disrupting  Tenant's  operations,  Landlord and Landlord's agents,
servants and assigns shall have the right,  at all  reasonable  times,  to enter
upon the demised premises for any reasonable purpose, including, but not limited
to, inspecting the same, making necessary  repairs,  moving material through the
premises,  or showing same to potential  purchasers or tenants.  Landlord  shall
have the further right, during the last twelve (12) months of the Lease Term, to
bring  prospective  tenants into the demised premises for the purpose of showing
the same.


                  ARTICLE 15.  LANDLORD'S REMEDIES UPON TENANT'S
                  DEFAULT

                  15.1 If Tenant is in default under this Lease, as described in
Article 6, then without  limiting  the legal and  equitable  remedies  generally
available to Landlord,  the Landlord may, at the option of the Landlord,  do any
one or more of the following:

                  15.1.1  In the  event of a  Monetary  Default,  without  prior
notice to Tenant,  Landlord  may, at Landlord's  option and in  Landlord's  sole
discretion,  initiate summary proceedings in court of competent  jurisdiction to
obtain a  judicial  order  granting  Landlord  the  right to  possession  of the
Tenant's Space.  Service of process in said summary  proceedings shall be deemed
to constitute  notice by Landlord to Tenant of Landlord's  election to terminate
Tenant's right to possession of the Tenant's Space only without releasing Tenant
from Tenant's obligations under the Lease.

                  15.1.2  In the  event of any  monetary  default  specified  in
Article 6 or elsewhere in this Lease,  Landlord may, at Landlord's option and in
Landlord's  sole  discretion,  terminate  Tenant's  right to  possession  of the
Tenant's Space,  without  releasing Tenant from Tenant's  obligations under this
Lease,  following not less than three days written notice to Tenant,  and at any
time after the effective date of such notice,  Landlord may resume possession of
the Tenant's Space by any lawful means and remove Tenant and other occupants and
their personal property and effects from the Tenant's Space by any lawful means.

                  15.1.3 In the event of any default  specified  in Article 6 or
elsewhere in this Lease,  Landlord may, at  Landlord's  option and in Landlord's
sole  discretion,  at any time after Tenant has  defaulted,  including  any time
after Landlord has elected to terminate Tenant's right to possession only, elect
to terminate this Lease and the tenancy and leasehold  interest  created by this
Lease, on not less than three days written notice to Tenant.



                                       16
<PAGE>


                  15.2 If this  Lease is  terminated  pursuant  to  Subparagraph
15.1.2  above,  Tenant  shall  remain  liable for all  reasonable  costs,  fees,
expenses and damages  which are incurred and  sustained by Landlord by reason of
Tenant's  default,  including  but not  limited to  attorney's  fees,  costs and
expenses  incurred by Landlord in pursuing  remedies under this Lease,  or costs
incurred in renting the Tenant's Space to others,  from time to time,  including
costs of redecorating  and repairing the Tenant's  Space,  plus (A) an amount or
amounts  equal to the Rent and  other  sums  which  Tenant is  obligated  to pay
Landlord  during  the  remainder  of the Lease  Term  following  termination  of
Tenant's  right to  possession,  less the amount or  amounts of rental,  if any,
received by Landlord  during such period from others to whom the Tenant's  Space
may be rented by Landlord,  the foregoing  being  payable at  Landlord's  option
either in an  accelerated  lump sum  payment  equal to the total  Rent and other
amounts due for the balance of Lease Term,  or payment in monthly  installments,
or (B) an  amount  equal  to the net  value,  as of the date of  termination  of
Tenant's  right to  possession,  of Rent and other amounts which would have been
paid, but the termination of the Lease, less the fair market value of the Lease,
as determined by a real estate appraiser named by Landlord, the foregoing amount
being  payable to  Landlord in one lump sum on demand.  If  Landlord  relets the
Tenant's  Space  during the  balance of the Lease Term,  Landlord  may lease the
Tenant's Space on such terms and conditions (including concessions for rent free
periods and  alterations  of the  Tenant's  Space) as  Landlord,  in  Landlord's
reasonable  discretion,  may  determine.  Landlord  shall not be liable for, and
Tenant's obligations under this Article 15 shall not be diminished by Landlord's
reasonable  failure to relet the  Tenant's  Space or any  reasonable  failure by
Landlord to collect any rent due upon such reletting.

                  15.3 If Landlord  obtains  possession  of the  Tenant's  Space
after Tenant defaults and Landlord terminates Tenant's right to possession,  and
Tenant abandons  Tenant's goods,  merchandise,  equipment and other property and
leaves same within the  Tenant's  Space,  Landlord  may, at  Landlord's  option,
without further notice to Tenant, remove such goods, merchandise,  equipment and
other  personal  property  from the  Tenant's  Space and place  same in a public
warehouse  or  elsewhere  at the cost and expense of Tenant.  If Tenant fails to
remove such property from storage and pay all cost and expense of the moving and
storage of such property  within 10 days after Landlord  demands same,  Landlord
may, at  Landlord's  option,  sell such  property  on behalf of Tenant,  and for
Tenant's account,  at a private auction or sale. If Landlord exercises the right
to sell such property on behalf of Tenant, such sale shall be held not less than
5 days after Landlord  serves notice on Tenant  specifying  the time,  date, and
place of such sale.  The  proceeds  of such sale shall be applied by Landlord as
follows:  First,  to the costs of such  sale;  next to the  costs of moving  and
storage of such property; next to the amounts due Landlord under this Lease. The
balance,  if any,  shall  be paid  and  turned  over to  Tenant.  Tenant  hereby
irrevocably  appoints  Landlord as Tenant's agent and  attorney-in-fact  for the
purpose of making  such sale and hereby  authorizes  and  empowers  Landlord  to
deliver title to such property at such sale on behalf of Tenant. Nothing in this
Subparagraph  15.3 is intended to limit or restrict the right of the Landlord to
pursue the remedy of distraint  pursuant to N.J.S.A  2A:33-1 in accordance  with
procedures required by law.

                  15.4 In the event of a default  under this Lease by Tenant and
if Landlord  files a complaint  seeking a judgment of  possession as provided in
Subparagraph  15.1.1.,  or serves on Tenant notices referred to in Subparagraphs
15.1.2. or 15.1.3.,  Tenant shall pay Landlord


                                       17
<PAGE>



immediately,  upon written demand by Landlord served upon Tenant,  as Additional
Rent, a sum equal to (A) $1,000 in the event of a Non-Monetary  Default,  or (B)
in the event of a monetary default,  twenty-five (25%) percent of the amount due
under  the Lease and  unpaid  by  Tenant at the time of the  default,  or $1,000
whichever  is  greater.  Landlord  and  Tenant  acknowledge  and agree  that the
foregoing  amount  represents  reimbursement  to Landlord for  Landlord's  added
administrative  expenses  and costs,  including,  but not limited to  attorney's
fees, in connection with any such default. In the event of a material default by
Landlord in its obligations under this lease,  Tenant may seek the assistance of
any court of competent  jurisdiction  by way of Complaint or  Counterclaim , and
may, as part of such action seek to be relieved of the obligation to pay some or
all of the Rent. If Tenant

                  ARTICLE 16. This provision reserved.


                  ARTICLE 17. SECURITY DEPOSIT

                  17.1  Tenant  has on or before the date of  execution  of this
Lease  deposited with Landlord the Security  Deposit as security for the prompt,
full and  faithful  performance  by  Tenant  of all  covenants  and  obligations
undertaken by Tenant in this Lease. The Deposit shall be paid to the Landlord in
the form of (i) cash,  which shall be fully  insured  and  interest to accrue to
Tenant's account, (ii) comparable secure financial  instrument,  satisfactory to
Landlord or (iii) an  irrevocable  letter of credit  from  Merrill  Lynch,  will
equate to a total of Twelve (12) months average rental to be paid by Tenant over
the initial term of the Lease.  The  Landlord  will agree to reduce the Security
Deposit by one month,  commencing  with the expiration of the second lease year,
(month  25 of the  term)  provided  Tenant  is not in  default  of the Lease and
continuing  with an annual  reduction  by one month's rent each year of the term
thereafter,  with it being understood that  notwithstanding the annual reduction
in the Tenant Security  Deposit,  no less than three (3) months Security Deposit
shall remain with the Landlord  after the seventh year of the Lease.  During the
term of Lease,  the Landlord  may, if the Landlord so elects,  have  recourse to
such security, to make good any default by the Tenant, in which event the Tenant
shall,  within five (5) days after notice promptly  restore said security to its
original amount and failure to do so shall, at the option of the Landlord,  be a
default  under the Lease.  If Tenant is in default  under  this  Lease,  without
limiting any other remedy available to Landlord under this Lease,  Landlord may,
in Landlord's discretion, use, apply, and retain all or any part of the Security
Deposit for payment of Rent,  or for  payment of any amount due  Landlord  under
this Lease,  or for  reimbursement  to Landlord  for any sum which  Landlord has
expended  by  reason of  Tenant's  default.  Tenant  shall  not be  entitled  to
interest, if any, earned on the Security Deposit. If Landlord applies all or any
part of the Security  Deposit upon default by Tenant as provided in this Article
17, Tenant shall pay to Landlord the amount  necessary to replenish the Security
Deposit to the amount  initially held hereunder by Landlord,  said payment to be
due five (5) days after Landlord serves notice on Tenant demanding such payment.
At the  termination  of the Lease or upon Tenant  vacating the premises,  Tenant
agrees to obtain  final meter  readings for all  utilities  serving the Tenant's
Space and  provide  copies to the  Landlord  along with proof of payment  within
thirty  (30) days of the end of the term of the Lease or  vacation  of  Tenant's
Space.  Landlord  shall not be  obligated  to return any portion of the Tenant's
Security Deposit until all utilities bills are paid in full.



                                       18
<PAGE>


                  17.2 Should  Tenant seek to provide an  irrevocable  letter of
credit pursuant to Paragraph 17.1 hereinabove, said irrevocable letter of credit
must, by its express  terms,  not expire  without a minimum of 45 days notice by
the  banking  institution  providing  a letter of the  Landlord.  Said letter of
credit shall be extended a minimum of 30 days prior to its  expiration or Tenant
shall be deemed to be in  default  under this  Lease and shall be  obligated  to
replenish the Security Deposit in the form of cash.

                  ARTICLE 18. LIENS

                  18.1 Tenant shall promptly  remove or release,  by the posting
of a bond or otherwise,  as permitted by law any lien attaching to the Leasehold
Premises  or any  portion  of the  Leasehold  Premises  by  reason of any act or
omission by the Tenant.  Tenant shall save,  defend and hold  harmless  Landlord
from and  against  any such lien or claim of lien.  If any such lien does attach
and any claims are asserted against the Leasehold  Premises arising from any act
or  omission  by the  Tenant,  and such  lien is not  released,  discharged  and
satisfied  of record  within  thirty days after  Landlord  serves  notice on the
Tenant  demanding  same,  Landlord may, at Landlord's  option,  but shall not be
obligated  to, pay and  discharge  said lien and Tenant shall pay  Landlord,  as
Additional  Rent,  upon demand made by Landlord,  reimbursement  of all expenses
paid by Landlord in discharging such lien,  including interest at the rate of 18
percent per year, or the maximum legal rate of interest, whichever is less, from
the date such lien is paid by Landlord  until the date Landlord is reimbursed by
Tenant.

                  18.2 Landlord  acknowledges  that Tenant may enter into one or
more  financing  arrangements  including  promissory  notes  and  financial  and
security  agreements for the financing of furniture or fixtures installed at the
expense of Tenant in the Tenant's  Space (the  "Collateral")  with a third party
financing  entity.  In  connection  therewith,  Landlord  (i)  consents  to  the
installation of the  Collateral;  (ii) disclaims any interest in the Collateral,
as fixtures or otherwise;  and (iii) agrees that the Collateral  shall be exempt
from execution,  foreclosure,  sale, levy, attachment,  or distress for any Rent
due or to become due and that such Collateral may be removed at any time without
recourse to legal proceedings.

                  ARTICLE 19. CONSTRUCTION, MAINTENANCE AND REPAIR

                  19.1.1  Landlord  shall  complete the work  identified  on the
Landlords Workletters attached hereto as Exhibit C1 ("Tenant's Space Alterations
- Office and Lab) and Exhibit C2 ("Tenant's Space  Alterations-  Warehouse") and
shall notify Tenant of the Completion Date. The Tenant's Space Alterations shall
also  include the  installation  of central air  conditioning  in the  warehouse
space, based upon 3 tons per 1,000 sq. ft. (net rentable).

                  19.1.2  Tenant  shall  be  given a  credit  for any  work  not
performed  or  materials  not  supplied  by  Landlord  in  accordance  with  the
allowances  set forth in the Landlord  Workletter,  which credit may be taken in
the form of cash or applied to additional Landlord work, provided such work does
not exceed the amount of the allowance.


                                       19
<PAGE>



                  19.1.3  The  Tenant's  Space   Alterations   shall  be  deemed
complete,  despite the fact that minor or insubstantial details of construction,
decoration  or mechanical  adjustment  remain to be  performed.  Landlord  shall
perform such  construction,  decoration or mechanical  adjustment within 30 days
after  Landlord   receives  from  Tenant  written  notice  specifying  any  such
construction,  decoration or  mechanical  adjustment  which may be required.  If
Tenant  fails  to serve  such  notice  on  Landlord  within  30 days  after  the
Commencement  Date,  Tenant shall be  conclusively  deemed to have  accepted the
Tenant's Space Alterations in an "as is" condition.

                  19.2.1 All  installations,  materials and work, other than the
Tenant's  Space  Alterations,  which may be  undertaken by or for the account of
Tenant to prepare,  equip,  decorate and furnish the Tenant's Space for Tenant's
occupancy (the "Leasehold  Improvements"),  which Leasehold  Improvements  shall
include without limitation, the addition of floor drains and other customization
of the warehouse (e.g., plumbing,  electrical, or other Workletter items), shall
be at Tenant's sole cost and expense.  Any such Leasehold  Improvements shall be
made pursuant to a separate  contract between Tenant and Landlord  providing for
(i) Landlord's performance of the construction with progress payments as work is
commenced  or (ii) at  Tenant's  election,  by  contractors  selected by Tenant,
subject to Landlord's prior approval of such contracts, which approval shall not
be unreasonably withheld.

                  19.2.2 Except as  specifically  set forth in paragraph  19.2.3
below,  Tenant  shall not cut or drill into any part of the Tenant's  Space,  or
secure  any  fixture,  apparatus  or  equipment  of any  kind to any part of the
Tenant's Space, without first obtaining Landlord's written consent,  which shall
not  be  unreasonably  withheld  Tenant  shall  submit  to  Landlord  plans  and
specifications  covering all work which Tenant  proposes in the Tenant's  Space,
including  layout,  fixtures and decor.  No such work shall be  performed  until
Landlord has approved such plans and  specifications.  Tenant shall not make any
structural  change,  alteration or addition to the Tenant's  Space.  Moving stud
partitions,   minor  plumbing  and  electrical   work,  and   modification   and
rearrangement of floor fixtures shall not constitute structural changes. Failure
of  Landlord to act with 5 days of request  for  approval  shall be deemed to be
approval.

                  19.2.3 Tenant shall have the right to make improvements to the
demised  premises  without  Landlord's  consent,   provided  the  cost  of  such
improvements will not exceed $20,000,  such improvements are non-structural,  do
not  involve  roof  penetrations  and will not  affect the HVAC,  electrical  or
plumbing  systems  in  the  Leasehold   Premises.   If  Tenant  elects  to  make
improvements to the demised premises in excess of $20,000,  Tenant shall utilize
the services of a contractor or contractors from a list of contractors  selected
by Tenant and approved by Landlord,  which  approval  shall not be  unreasonably
withheld.

                  19.3 During the Lease Term,  Landlord  shall maintain the roof
and exterior walls of the Tenant's Space, except for any work done by Tenant and
glass,  doors,  windows,  or any part  thereof.  If any  repairs  of the roof or
exterior  walls are  required by the  negligence  of Tenant or Tenant's  agents,
employees,  customers,  invitees,  licenses, Landlord shall make such repairs at
Landlord's  cost  and  expense,  which  cost and  expense  shall  be  deemed  to
constitute  Additional  Rent and shall be due upon demand by Landlord.  Landlord
acknowledges that it has the  responsibility to maintain the common areas of the
Leasehold Premises.


                                       20
<PAGE>



                  19.4 Landlord  covenants and agrees to be responsible for snow
removal in the parking lot and loading  areas  serving the  Leasehold  Premises.
Landlord agrees to perform this service  promptly upon  accumulation of snow and
to continue plowing until all areas are cleared.

                  19.5 Tenant shall make all  necessary  repairs,  improvements,
and  decorations  on, in and to the interior of the Tenant's Space in a good and
workmanlike manner, in accordance with all applicable governmental  requirements
and the general architectural design criteria provided by Landlord.

                  19.6 Tenant will pay all initial  utility  deposits  and fees,
and all monthly service charges for water, electricity,  sewage, gas, telephone,
and other utility services furnished to Tenant at the Leasehold Premises and the
improvements on the premises during the term of this Lease.  Such services shall
be separately metered and billed to Tenant by the utility.

                  19.7  Tenant  shall not permit the  accumulation  of  garbage,
rubbish or other waste in and around the Tenant's  Space.  Tenant shall keep the
inside  and  outside  of all glass  surfaces  of the doors  and  windows  of the
Tenant's Space clean;  promptly  replace cracked or broken glass of the Tenant's
Space;  keep all  exterior  surfaces of the Tenant's  Space clean,  maintain the
Tenant's Space in a clean,  orderly and sanitary  condition and free of insects,
rodents,  vermin and other  pests;  keep any  garbage,  rubbish or refuse in rat
proof  containers  within the interior of the Tenant's  Space until  removed and
placed in areas designated by Landlord or trash pick-up,  at times designated by
the Landlord;  keep all  mechanical  apparatus free of vibration and noise which
may be transmitted  beyond the Tenant's  Space;  and conduct its business at the
Tenant's Space in all respects in accordance with the high standards of Tenant's
Space operations  consistent with a quality Leasehold Premises, as determined by
Landlord,  to  provide  an  appropriate  quality  atmosphere  for the  Leasehold
Premises.

                  19.8  Tenant  shall not use or occupy the common  areas of the
Leasehold Premises except as specifically  allowed by the terms of this Lease or
by the written  consent of  Landlord.  Tenant  shall not place or  maintain  any
signs, displays, devices, merchandise,  trash, refuse, or other articles in, and
shall not disrupt or obstruct,  any vestibule,  entry area, footwalk,  corridor,
parking  area,  or other  common  area or  facility.  Tenant  shall  not use any
objectionable  advertising medium or attention-getting device, including without
limitation loudspeakers,  phonographs, public address systems, sound amplifiers,
radio or television broadcasts,  flashing lights or anything else which could be
seen, heard or perceived outside of the Tenant's Space.  Tenant shall not permit
accumulation of garbage,  trash,  rubbish, or other refuse within or without the
Tenant's  Space;  cause or permit  odors of any kind to emanate or be  dispelled
from the  Tenant's  Space;  solicit  business in the parking lot or other common
areas of the  Leasehold  Premises;  distribute  handbills  or other  advertising
matter  to,  in or upon  any  automobiles  parked  in the  parking  areas of the
Leasehold  Premises or to persons in any common area of the Leasehold  Premises;
permit the  parking of  delivery  vehicles so as to  interfere  with  driveways,
footwalks,  parking areas or other common facilities of the Leasehold  Premises;
receive or ship articles of any kind, except through service facilities provided
for such  purpose by Landlord;  conduct or permit to be  conducted  any auction,
fire sale, going out of business sale,  bankruptcy


                                       21
<PAGE>



or other similar type sale in or connected with the Tenant's Space; place a load
on any floor in the Leasehold Premises,  which exceeds the designed or permitted
floor load capacity.

                  19.9 Landlord  may, but shall not be required to,  perform any
covenant  required to be  performed  by Tenant  pursuant  to this  Article 19 or
pursuant  to any other  provision  of this Lease,  if Tenant is in default  with
respect to its performance of such covenant. If Landlord performs such covenant,
Tenant  shall pay to  Landlord,  as  Additional  Rent,  upon demand by Landlord,
Landlord's actual cost thereof,  plus 15 percent to cover Landlord's  additional
administrative and overhead expenses in connection therewith.

                  19.10 At the  expiration  of the Lease Term,  or upon  earlier
termination  of this Lease,  Tenant shall quit and  surrender  possession of the
Tenant's  Space to Landlord  in as good a state and  condition  as the  Tenant's
Space was in on the Commencement  Date, with the exception of reasonable use and
wear, and alterations, additions and changes permitted by Landlord in accordance
with this Lease.

                  19.11 All alterations,  additions,  erections, or improvements
on or in the  Tenant's  Space shall be and become a part of the  Tenant's  Space
immediately upon installation thereof and at Tenant's option shall either remain
upon and be surrendered with the Tenant's Space upon the expiration of the Lease
Term or earlier  termination  of this Lease or shall be removed by Tenant at its
expense and the premises restored to its prior condition.

                  19.12 Tenant may remove furniture or fixtures installed at the
expense of Tenant at the expiration of the Lease Term or earlier  termination of
this  Lease,  provided  that the  Tenant's  Space  is  restored  to a  condition
comparable to its condition on the  Commencement  Date prior to the installation
of such  fixtures or furniture  and provided that Tenant is not in default under
this Lease at the  expiration of the Lease Term or earlier  termination  of this
Lease.  If Landlord so notifies  Tenant 30 days prior to the  expiration  of the
Lease  Term,  Tenant  shall,  at  Tenant's  own cost and  expense,  remove  such
alterations,  furniture  and fixtures as may be  designated  by Landlord in said
notice and restore the Tenant's Space to a condition comparable to its condition
on the  Commencement  Date.  Landlord's  request  must be  made  at the  time of
installation and only apply to items that are unusual. If Tenant fails to remove
the  alterations,  furniture  or fixtures  designated  by Landlord  prior to the
expiration of the Lease Term or earlier termination of this Lease, Landlord may,
at  Landlord's  option,  remove such items and restore the  Tenant's  Space to a
condition  comparable to its condition on the Commencement  Date, and Landlord's
costs  thereof  shall be paid by Tenant to  Landlord  upon demand by Landlord as
Additional Rent.

                  19.13  Landlord  and  Tenant  recognize  and  agree  that  the
existing  electrical  service  provided to "Tenant's  Space" is  inadequate  for
Tenant's  needs.  Landlord and Tenant agree that the Tenant shall be responsible
for providing increased  electrical power to Tenant's Space.  Landlord shall



                                       22
<PAGE>


pay the cost of brining the required  electrical service from the transformer on
the south  side of  Minneakoning  Road to the north side of  Minneakoning  Road.
Tenant  shall be  responsible  for all other costs of upgrading  the  electrical
service,  including  but  not  limited  to,  trenching,   wiring,   backfilling,
installation costs, inspection fees and all equipment charges.

                  ARTICLE 20. INSURANCE AND INDEMNIFICATION

                  20.1 As a material part of the  consideration  for this Lease,
Tenant assumes all risks, waives all claims against Landlord,  for any damage to
any  property  or any injury to or death of any person in or about the  Tenant's
Space  arising  at any  time  and  from  cause  whatsoever,  other  than  causes
attributable to the negligence or willful acts of Landlord.

                  20.2 Tenant shall  indemnify,  defend,  save and hold Landlord
harmless  from and against (a) all claims of liability  for any injury or damage
to any person or  property  whatsoever  occurring  in, on or about the  Tenant's
Space or any part thereof, when such injury or damage shall be caused in part or
in whole by the act,  neglect,  fault of, or omission of performance of any duty
with respect to the same, by Tenant, and Tenant's agents, servants, employees or
invitees;  (b) all  claims by or on behalf of any  person,  firm or  corporation
arising from the conduct or management of any work or thing  whatsoever  done by
Tenant in or about or from transactions of Tenant concerning the Tenant's Space.


                  20.3 At all times during the Lease Term,  Tenant shall keep in
full  force at its own  expense,  in  companies  and in  amounts  acceptable  to
Landlord,  and naming Landlord as an additional named insured (a) fire insurance
with extended coverage equal to the replacement  costs of Tenant's  improvements
to the Tenant's Space; (b) public  liability  insurance,  insuring  Landlord and
those in privity of estate with  Landlord  against  cost,  expense and liability
arising out of or based on claims,  accidents,  injuries and damages referred to
herein, with the broadest form of coverage  available,  with minimum amounts for
such  insurance  being  $3,000,000 for bodily injury or death to any one person,
$5,000,000  for bodily injury or death to more than one person,  and  $3,000,000
with respect to damage to property;  and (c)  Workmen's  Compensation  insurance
insuring against and satisfying  Tenant's  obligations and liabilities under the
Workmen's  Compensation  laws of the State of New  Jersey.  A copy of the policy
shall be provided to the Landlord.

                  20.4  Tenant  shall  pay to  Landlord,  upon  demand  made  by
Landlord,  as  Additional  Rent,  the  amount by which  insurance  premiums  for
insurance carried by Landlord on the Leasehold  Premises  increases by reason of
the nature of Tenant's  activities at the Tenant's Space, the schedule issued by
the appropriate insurance underwriting rating service showing components of such
rate, being conclusive evidence of increase.

                  20.5 Tenant shall  provide to  Landlord,  within 10 days after
demand is made by Landlord,  evidence of insurance  coverage as required by this
Article, the policy for such


                                       23
<PAGE>



coverage  to  provide  that same shall not be  canceled  or  materially  altered
without first providing 30 days written notice thereof to Landlord.

                  20.6 Tenant accepts all personal  property,  fixtures,  goods,
wares and  merchandise  in the  Tenant's  Space as is, where is, and the risk of
loss of such property  shall be on Tenant.  Landlord shall not be liable for any
damage or losses  resulting from acts of negligence of other  persons,  nor from
bursting,  overflowing  or leaking  of roof,  water and steam  pipes,  plumbing,
electrical systems, or any other cause whatsoever.

                  20.7 If the  Tenant's  Space  is  damaged  by  fire  or  other
casualty but is not rendered untenantable,  Landlord shall apply the proceeds of
insurance  to repair  such  damage.  If such  damage  makes the  Tenant's  Space
untenantable,  Landlord shall, at the option of Landlord, (a) apply the proceeds
of insurance to repair such damage and until such repairs are completed the Rent
shall be abated  proportionately  for those portions of the Tenant's Space which
are  untenantable  (with no extension of the Lease Term),  or (b) terminate this
Lease by giving 30 days written notice to Tenant.

                  20.8 Landlord, its agents and employees make no representation
that the limits of liability  specified to be carried by Tenant pursuant to this
Article are  adequate to protect  Tenant.  If Tenant  believes  that any of such
insurance coverage is inadequate,  Tenant will obtain, at Tenant's sole cost and
expense, such additional insurance coverage as Tenant deems adequate.

                  ARTICLE 21. CONDEMNATION

                  If any portion of the Tenant's Space is taken or condemned for
public use,  Landlord shall rebuild and restore the remaining portion thereof so
as to provide an  architecturally  complete unit,  with a pro rata adjustment of
Rent based on the actual remaining gross floor area.  Either Party may terminate
this Lease by giving 30 days  written  notice to the other party  within 30 days
after a condemnation  judgment is entered,  or a deed in lieu of condemnation is
executed,  if more than 25 percent of the gross floor area of the Tenant's Space
is taken. Tenant shall have no right or claim to any portion of any condemnation
award received by Landlord for the Tenant's Space.

                  ARTICLE 22. HOLDING OVER BY TENANT

                  In the event the Tenant shall,  without the written consent of
the Landlord, hold over upon the termination of this Lease, for whatever reason,
the same may be  terminated,  in  addition  to such  remedies as may be provided
under the terms of this Lease or under  applicable  law. In the event the Tenant
shall hold over after the expiration of this Lease,  the tenancy created by such
holding  over  shall be a month to month  one,  but  subject  to the  provisions
hereinabove  set forth, in all others respects shall be governed by the terms of
this Lease, except that, in addition to the provision, set forth above, the Base
Rent shall  increase for such  periods that the Tenant holds over fifty  percent
(50%).


                                       24
<PAGE>


                  In  addition,  Tenant  agrees  to  defend  and  hold  Landlord
harmless against any and all claims made by any future or subsequent tenant, due
to Tenant's action of holding over.

                  ARTICLE 23. COVENANT OF QUIET ENJOYMENT


                  Landlord covenants that it has full right and power to execute
this Lease,  and that it will put Tenant into complete and exclusive  possession
of the demised premises.  Landlord further covenants that Tenant, and paying the
rents reserved herein and performing the covenants and agreements hereof,  shall
peaceably and quietly have, hold and enjoy the demised  premises and all rights,
easements,  appurtenances  and  privileges  thereunto  belonging  or in any  way
appertaining,  during the full term of this Lease, and any extension or renewals
hereof.

                  ARTICLE 24. SUBORDINATION

                  This Lease shall be  subordinate  to the lien of any  mortgage
now or hereinafter placed upon the interest of Landlord in the demised premises.
If the interest of Landlord in the demised  premises shall be transferred to and
owned by a mortgagee  by reason of  foreclosure,  Tenant  shall be bound to such
mortgagee under all of the terms, covenants and conditions of this Lease for the
balance  of the term then  remaining,  with the same force and effect as if such
mortgagee was the Landlord under the Lease, and Tenant does hereby attorn to any
such  mortgagee  as its  Landlord,  said  attornment  to be  effective  and self
operative  without the execution of any further  instruments  on the part of the
Tenant  immediately  upon  such  mortgagee  succeeding  to the  interest  of the
Landlord in the demised  premises.  Tenant  agrees that,  if  requested,  by the
holder of any such mortgage, it will, without charge therefore,  be a party to a
subordination  and  attornment  agreement  as grantor or in any other  requested
capacity in order to confirm the provisions of this article,  and Tenant further
agrees that it will,  upon the request of  Landlord,  without  charge  therefor,
execute,  acknowledge and deliver any and all instruments necessary or desirable
to give effect to or notice of such  subordination and attornment.  Wherever the
terms "mortgage" and "mortgagee" are used in this Lease, they shall be deemed to
mean and  include,  respectively:  (i)  mortgages,  deed of  trust  or  security
instrument  and any  purchaser  at any public or private  foreclosure  sale,  or
anyone rightfully claiming by or through such mortgage of such purchaser.  It is
specifically  understood  that  the  mortgagee  shall  honor  this  Lease in its
entirety,  as if it were the party signing the Lease, and not disturb the Tenant
or it's right hereunder.

                  ARTICLE 25. TRANSFER OF LANDLORD'S INTEREST

                  25.1 The term  "Landlord" as used in this Lease, is defined as
the then current owner or mortgagee in possession  of the demised  premises.  In
the event of any sale or sales by the then  current  Landlord  hereunder  of the
demised  premises,  or in the event said demised premises are leased by the then
current Landlord hereunder to any party (subject to this Lease),  then, from and
after the closing of such sale or Lease transaction, the Landlord whose interest
is thus sold or leased  shall be and is hereby  completely  released and forever
discharged  from and of all covenants,  obligations  and liabilities of Landlord
hereunder  thereafter  accruing,  including any  obligation  with respect to any
security  deposited  by Tenant.  In the event the Landlord  sells the



                                       25
<PAGE>

Leasehold  Premises,  the new Landlord will honor this Lease in its entirety and
not disturb the Tenant.

                  25.2 Tenant  specifically  agrees to look solely to Landlord's
interest  in the  Leasehold  Premises  for the  recovery of any  Judgments  from
Landlord,  it  being  agreed  that  Landlord  (and its  shareholders,  partners,
ventures, and employees,  agents, servants and assigns) will never be personally
liable for any such judgments, and Tenant, by signing this Lease, hereby forever
gives up and expressly  waives any claim against the individual  representatives
of Landlord. This provision will not limit any right that Tenant might otherwise
have to obtain  injunctive  relief against the Landlord of any suit or action in
connection  with  enforcement of collection of amounts which may become owing or
payable under or on account of insurance maintained by Landlord.

                  ARTICLE 26.  CHANGES REQUIRED BY LENDER;
                  ESTOPPEL CERTIFICATE; RECORDING PROHIBITED

                  A. In the  event  that  any  mortgagee  providing  either  the
interim or the permanent  financing for the Leasehold  Premises  requires,  as a
condition of such financing,  that modifications to this Lease be obtained,  and
provided  that such  modifications:  (i) are  reasonable,  (ii) do not adversely
effect Tenant's use of the demised  premises as herein  permitted,  (iii) do not
materially alter the mutually approved working plans and specifications,  if any
there be, and (iv) do not increase the rents and other sums  required to be paid
by Tenant  hereunder;  then and in such event,  Landlord  may submit to Tenant a
written amendment to this Lease incorporating such required changes,  and Tenant
hereby covenants and agrees to execute,  acknowledge (if necessary),  and return
such amendment to Landlord within ten (10) days of Tenant's receipt thereof from
Landlord. If Tenant fails to so execute,  acknowledge (if necessary), and return
such  amendment  to Landlord  within such ten (10) day  period,  then  Landlord,
without waiving any rights it may have at law or in equity by reason of Tenant's
failure to so execute and return such  amendment,  shall have the right,  at its
sole option,  either;  (i) to execute,  acknowledge (if necessary),  and deliver
such  amendment  in the name and on  behalf  of  Tenant,  and,  for the  purpose
thereof,  Tenant  hereby  irrevocably  constitutes  and  appoints  Landlord  as,
Tenant's  attorney in fact to execute and deliver such  amendment in the name of
and on behalf of Tenant,  said power of attorney  being coupled with an interest
and being  irrevocable;  or (ii) to  terminate  and cancel  this Lease by giving
written  notice of such  termination  and  cancellation  to Tenant,  immediately
whereupon  this Lease and all rights of Tenant  hereunder  shall be canceled and
terminated,  any money or other  security  theretofore  deposited by Tenant with
Landlord  shall be  forfeited  by Tenant  (as  liquidated  damages  and not as a
penalty),  and both  Landlord  and Tenant shall  thereupon be relieved  from all
liability or  obligations  hereunder  thereafter  accruing (but neither shall be
relieved of any  liability or  obligation  accrued to such date of  termination,
including,  without limitation, any liability of Tenant to Landlord for Tenant's
failure to execute and return the Lease amendment referred to in this Section)

                  B.  Recognizing  that both  parties may find it  necessary  to
establish to third parties, such as accountant, banks, mortgagees or purchasers,
the then current status of performance  hereunder,  either party, on the written
request  of one to the other  made from time to


                                       26
<PAGE>



time,  will  promptly  furnish a written  statement  on the status of any matter
pertaining to this Lease.

                  C.  Without  limiting the  generality  of the  foregoing,  the
Tenant specifically  agrees,  promptly upon the commencement of the term hereof,
to execute a standard  Commencement Letter prepared by Landlord,  confirming the
date of the  commencement  of the term  and  acknowledging  satisfaction  of the
requirements  with respect to  construction  and other  matters by the Landlord,
save  and  except  for  such  matters  as the  Tenant  may  wish  to  set  forth
specifically  in said  statement.  Thereafter,  at any time within ten (10) days
after a request is made,  the Tenant shall execute,  acknowledge  and deliver to
Landlord a Certificate, prepared by Landlord, evidencing whether or not

                  1. This Lease is in full force and effect;

                  2. This Lease has been amended in any way;

                  3. There are any existing defaults hereunder to the knowledge
of Tenant and specifying the nature of said defaults, if any; and

                  4. The date to which rent, including percentage rent, if any,
has been paid.

                  D. Tenant  agrees that neither  this Lease nor any  memorandum
hereof shall be recorded and any recording in violation of this  covenant  shall
be absolutely void.

                  ARTICLE 27.  MORTGAGEE'S RIGHTS TO CURE
                  LANDLORD'S DEFAULT

                  Tenant  agrees  that in the event the  Landlord  is in default
under this Lease, any mortgagee of Landlord's  interest in the demised premises,
and the  Landlord  under any ground Lease which  includes the demised  premises,
shall be permitted to enter the demised  premises  during normal  business hours
for the purpose of  correcting or remedying  such default,  and Tenant agrees to
accept  performance by such mortgagee or ground lessor in lieu of performance by
the Landlord.

                  ARTICLE 28.  NOTICES

                  28.1 All  notices  which are sent or required to be sent under
this Lease by the Parties shall be sent by registered or certified mail,  return
receipt requested;  hand delivery;  Express Mail; Federal Express;  or any other
similar form of delivery where proof of delivery is available, as follows:

                  If addressed to Landlord, to


                                       27
<PAGE>


                  MACEDO BUSINESS PARK, II, L.L.C.
                  25 Minneokoning Road, Suite 200
                  Flemington, NJ  08822

                  with a copy to:

                  Douglas R. Henshaw, Esq.
                  PORZIO, BROMBERG & NEWMAN, P.C.
                  100 Southgate Parkway
                  P. O. Box 1997
                  Morristown, New Jersey  07962-1997

                  If addressed to Tenant, to Tenant's Notice Address.

                  with a copy to:

                  Robert Schaul, Esquire
                  57 Dutch Lane
                  Ringoes, New Jersey 08551

                  If notice is served by Express Mail or registered or certified
mail,  return  receipt  requested,  service of the notice  shall be deemed to be
completed when the notice is deposited with the U.S. Postal Service. In the case
of any other manner of service  specified  in this  Paragraph  28.1,  service of
notice shall be deemed to be completed only when the notice is actually received
by the Party to whom the notice is addressed.

                  28.2 In lieu of  serving  notice  on  Tenant  as  provided  in
Paragraph 28.1 above,  Landlord may, at Landlord's option, serve any such notice
on Tenant by  delivering  such notice to Tenant or any employee of Tenant at the
Tenant's Space during regular business hours.

                  28.3  Either of the Parties may change the address for service
of notices  under this Lease by serving  notice of such change of address in the
other Party in accordance with this Article 28.

                  ARTICLE 29. BROKERAGE COMMISSIONS

                  29.1 Upon  Landlord's  receipt  of the first  payment of Basic
Rent  hereunder on or after the  Commencement  Date,  Landlord shall pay leasing
commissions  to Julien J.  Studley,  Inc. and Silbert  Realty & Management  Co.,
Inc., each in accordance with a separate written  agreement between Landlord and
such broker, the terms of which are incorporated by reference herein.

                  29.2  Except  as set  forth in the  foregoing  paragraph,  the
Parties acknowledge that no broker was involved in effecting this Lease and each
Party agrees to indemnify  and hold the other  harmless from any and all claims,
including  attorneys'  fees and costs,  in defense thereof


                                       28
<PAGE>


which may result  from the  breach of this  mutual  covenant  on the part of the
Party from whom such indemnification is sought.

                  ARTICLE 30.  RULES AND REGULATIONS

                  Tenant  agrees  to  comply  with and  observe  the  rules  and
regulations  appended to this Lease, as Exhibit B, if any, and any amendments or
supplements  thereto which Landlord may reasonably  adopt.  Tenant's  failure to
keep and observe  said rules and  regulations  shall  constitute a breach of the
terms of this  Lease in the  manner  as if the same  were  contained  herein  as
covenants.

                  ARTICLE 31. EXPIRATION OF OFFER

                  The delivery of a copy of this Lease  Agreement from one Party
to the other  shall not be binding in any  manner,  and  neither  Party shall be
obligated in any way, unless and until a copy of this Lease is fully executed by
both Parties.

                  ARTICLE 32.  WAIVER OF RIGHT TO TRIAL BY JURY;
                  WAIVER OF DEFENSE AND COUNTERCLAIM

                  Landlord  and Tenant  waive any right they may have to a trial
by jury (and by signing this Lease hereby  forever give up and  expressly  waive
the right to a trial by jury) in any action,  proceeding or counterclaim brought
by either of them against the other on all matters  arising out of this Lease or
the use and occupancy of the premises (including, without limitation, claims for
personal injury or property damage), or any emergency statutory or any statutory
remedy. If Landlord  commences any summary proceeding for non payment of rent or
any other  breach of this  Lease,  including,  but not  limited  to,  any Act of
Default as defined in Article 6, Tenant will not interpose  (and by signing this
Lease hereby  forever gives up and expressly  waives the right to interpose) any
counterclaim in any such proceeding.

                  ARTICLE 33.  SMOKE-FREE BUILDING

                  Landlord  and  Tenant  agree  that the  building  of which the
Tenant's  space forms a part shall be, in its entirety,  a smoke-free  building.
The Landlord  agrees to post  appropriate  signage  throughout  the building and
provide cigarette ash receptacles at appropriate  locations outside the building
to ensure that  smoking  does not occur  within the  confines of the  structure.
Tenant agrees to notify its employees and guests of the smoke-free policy and to
enforce that policy  within the confines of Tenant's  Space and  throughout  the
balance of the premises.

                  ARTICLE 34.  MISCELLANEOUS

                  34.1 ENTIRE  AGREEMENT;  MODIFICATION;  BINDING  EFFECT.  This
Lease  shall  only be amended  by a writing  signed by both  parties in the same
manner  and with  the  same  degree  of  formality  as this  Lease.  This  Lease
constitutes  the entire  agreement  between the parties.  Neither party shall be
bound by any representation, covenant or warranty, whether or not evidenced by a



                                       29
<PAGE>



writing,  made or allegedly  made by or on behalf of a party  hereto,  except as
expressly  set forth in this Lease or in an amendment to this Lease.  This Lease
is  binding   upon  and  inures  to  the  benefit  of,  the  heirs,   executors,
administrators, successors and assigns or the Parties.

                  34.2 CONSTRUCTION.  Feminine,  neuter and masculine  pronouns,
the plural and singular and words "lease" and "agreement"  shall be construed to
be and  shall be  interchangeable  in any  place or  places  herein in which the
context may require such interchange.

                  34.3 FORUM.  The  construction  and  enforcement of this Lease
shall be made in accordance with the laws of the State of New Jersey.

                  34.4  MULTIPLE  COUNTERPARTS.  This Lease may be  executed  in
multiple  counterparts,  each of which shall be deemed an  original,  but all of
which shall constitute one and the same instrument.

                  34.5 CAPTIONS AND HEADINGS. Captions and headings in the Lease
are used merely for  reference  and shall not amend or alter the meanings of the
provisions over which they are inserted.

                  34.6 JOINT AND  SEVERAL  LIABILITY.  If Tenant is  composed of
more than one  signatory  to this  Lease,  each  signatory  will be jointly  and
severally  liable with each other  signatory for payment and  performance of all
obligations specified in this Lease.

                  34.7 No  CONSTRUCTION  AGAINST  DRAFTING  PARTY.  Landlord and
Tenant acknowledge that each of them and their own counsel, if they have elected
to consult with their own private  counsel,  have had an  opportunity  to review
this Lease and that this will not be construed  against the  drafting  party and
that by  signing  this  Lease  forever  give up and  expressly  waives any claim
against the drafting party.

                  34.8 SEVERABILITY. If any provision of this Lease proves to be
illegal,  invalid  or  unenforceable,  the  remainder  of this Lease will not be
affected by such  finding,  and in lieu of each  provision of this Lease that is
illegal,  invalid or  unenforceable,  a provision  will be added as part of this
Lease as similar in terms to such illegal, invalid or unenforceable provision as
may be possible and be legal, valid and enforceable.

                                       30

<PAGE>


                  IN WITNESS WHEREOF, both parties have signed and sealed this
document on the day and date first set forth above.

                                 LANDLORD:  Macedo Business Park, II, L.L.C.


                                 By
                                   -----------------------------------------


                                 TENANT:  NovaDel Pharma Inc.


                                 By
                                   -----------------------------------------



                                       31
<PAGE>




                                   EXHIBIT "A"


                                       32

<PAGE>


                                   EXHIBIT "B"

                              RULES AND REGULATIONS


1.       LOADING

         All loading and unloading of goods,  merchandise,  supplies and fixture
shall be done only at such  times,  in the areas,  and  through  the  entrances,
designated for such purposes of Landlord.

2.       TRASH

         All  garbage,  refuse  and  recyclables  shall  be kept in the  kind of
container  specified  by Landlord,  and shall be placed  outside of the premises
prepared for  collection in the manner and at the times and places  specified by
Landlord. If Landlord shall provide or designate a service for picking up refuse
and garbage,  Tenant shall use same at Tenant's cost.  Tenant shall pay the cost
of  removal  of any of  Tenant's  rubbish.  Tenant  shall  not burn any trash or
garbage of any kind in or about the Tenant's Space,  or the Leasehold  Premises.
Tenant shall  dispose of all garbage and refuse to a legal and approved  dumping
site or transfer station.

3.       ANTENNAS

         No  radio  or  television  antenna  or other  similar  device  shall be
installed  without  first  obtaining  in each  instance  Landlord's  consent  in
writing.  No  aerial  shall  be  erected  on the roof or  exterior  walls of the
premises,  or on the grounds,  without in each instance,  the written consent of
Landlord,  and said consent shall not be  unreasonably  withheld.  Any aerial so
installed  without  such  written  consent  shall be subject to removal  without
notice at any time.

4.       NOISE

         No  loudspeakers,  televisions,  phonographs,  radios or other  devices
shall be used in a manner so as to be heard outside of the demised premises.

5.       ADJACENT AREAS

         The outside areas immediately  adjoining the premises, if any, shall be
kept  clean  and  free  from  snow,  ice,  dirt and  rubbish  by  Tenant  to the
satisfaction  of Landlord,  and Tenant shall not place or permit any obstruction
or merchandise in such areas.

6.       PLUMBING

         The plumbing  facilities  shall not be used for any other  purpose than
that for which they are constructed,  and no foreign substance of any kind shall
be thrown therein and the expense of any breakage,  stoppage or damage resulting
from a violation of this provision shall be borne by Tenant.


                                       33
<PAGE>


7.       EXTERMINATION

         Tenant shall use, at Tenant's cost, such pest extermination  contractor
as Landlord may direct and at such intervals as Landlord may require.

8.       SALE

         No auction,  bankruptcy  or "Lost our Lease" or "Going Out of Business"
or similar sales shall be conducted on the demised premises.

9.       SALES AREAS

         The lobbies, vestibules, sidewalks, hallways and driveways continuous
to the demised premises shall not be used for outdoor displays or sales areas.

10.      ANIMALS

         No animals, except seeing eye dogs, shall be permitted in the Tenant's
Space or the Leasehold Premises at any time.

11.      DAMAGE

         Tenant  shall be  responsible  for any  damage  caused  to the  demised
premises or the common areas of the  Leasehold  Premises,  if same are caused by
any of Tenant's agents, servants, employees, family members, repairmen, business
invitees or customers.

12.      PARKING

         If  requested,  Tenant shall  provide to the Landlord the license plate
and vehicle  information of all Tenant's  employees,  and direct same to park in
those areas as the Landlord may from time to time reasonably designate.

13.      SIGNS

         Tenant  shall  not post any signs or  banners  outside  of the  demised
premises.

14.      TENANT'S SPACE TEMPERATURE

         Tenant  agrees to keep the heating,  ventilating  and air  conditioning
system  which  services  the  demised  premises  set at not less then 68 degrees
during the winter months and not less than 72 degrees during the summer months.


                                       34

<PAGE>


                                   EXHIBIT "C"



                                       35


<PAGE>