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                                                          Exhibit 10.64


                                  OFFICE LEASE

AGREEMENT OF LEASE, MADE THE     DAY OF OCTOBER, 1997, BETWEEN EVERGREEN AMERICA
CORPORATION, a New Jersey Corporation, (hereinafter called the "Landlord") and
PT-1 COMMUNICATIONS, INC., "Tenant", as hereinafter defined.

                           ARTICLE I -- CERTAIN TERMS

         1.01 The following terms shall have the meanings set forth opposite
each of them, then provided that if "None" is set forth opposite any term, then
the provision of the Lease applicable to such term shall be considered deleted
and of no force and effect.

                "TENANT" -
                 a corporation organized under the laws of the State of New
                      York, and authorized to do business in the State of New
                      Jersey having its principal office at 30-50 Whitestone
                      Expressway, Whitestone, New York 11354

                 "TERM" --
                      The period beginning on the Commencement Date and ending
                      at noon on the Expiration Date.

                 "COMMENCEMENT DATE" --
                      January 1,  1998 or sixty (60) days from the signing of
                      this Lease, whichever is sooner.

                "EXPIRATION DATE" --
                      The last day of the calendar month in which occurs the end
                      of a ten (10) year period from the Commencement Date (if
                      the Commencement Date shall occur on a day other than the
                      first day of a calendar month such period shall run and be
                      measured from the first day of the calendar month
                      following the Commencement Date) or ending on an earlier
                      date on which this Lease may expire or be cancelled or
                      terminated pursuant to the terms of this Lease.

                 "FIXED RENT" --
                      Years One (1) through Five (5) One Hundred Forty Seven
                      Thousand Four Hundred Sixty Eight Dollars ($147,468.00)
                      per year, payable in monthly installments of $12,289.90,
                      (as adjusted in accordance with this Lease).

                      Years Six (6) through Ten (10) - One Hundred Sixty Four
                      Thousand One Hundred Sixty Dollars ($164,160.00) per year,
                      payable in monthly insta1lments of $l3,680.00, (as
                      adjusted in accordance with this Lease).

                 "BUILDING"
                      The Building located in the city of Jersey City, County of
                      Hudson and State of New Jersey and known as One Evertrust
                      Plaza, Jersey City, New Jersey.

"DEMISED PREMISES" -
                      That space on the twelfth (12th) floor of the Building
                      delineated on the floor plan attached hereto as Exhibit
                      A, the total area of which is the Tenant's Floor Space.

"TENANT'S FLOOR SPACE" --
                      The total number ot square feet of space in the Demised
                      Premises, which, for purposes of this Lease, the parties
                      agree and stipulate is 5,565 square feet.

"TOTAL BUILDING FLOOR SPACE" --
                      The total number of square feet of space in the
                      Building, which, for purposes of this Lease, the parties
                      agree and stipulate is 314,503 square feet.

"TENANT'S SHARE" --
                      1.77%; which is the percentage resulting from dividing
                      the Tenant's Floor Space by the Total Building Floor
                      Space.

"SECURITY DEPOSIT" --
                      $24,578.00 deposited pursuant to Article 15 hereof.

"PERMITTED USE" -
                      Telecommunication equipment site.

"A.C. CHARGE" --
                      $75.00 per hour for additional air conditioning pursuant
                      to Article 8.01 hereof.


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"H. CHARGE" --
                      $75.00 per hour additional heating pursuant to Article
                      8.01 hereof.

"BROKER" --
                      Dolan Realty, Inc. and Archie Schwartz company which
                      Tenant represents and warrants are the only Brokers with
                      whom it has dealt in this transaction, and based
                      thereupon Landlord agrees to pay a brokerage commission
                      in accordance with a separate agreement between Landlord
                      and Brokers.

"REGULAR BUSINESS HOURS" --
                      8:00 a.m. to 6:00 p.m. Monday through Friday; 8:30 a.m.
                      to l2:30 p.m. on Saturday, except where such days are
                      observed by the Federal or the New Jersey State
                      government as legal holidays, or as union holidays.

"NUMBER OF PARKING SPACES" -
                      Tenant shall have the right to lease three (3) exterior
                      parking spaces at additional rent of $125.00 for each
                      parking space, payable monthly. Notwithstanding the
                      foregoing, Landlord may increase the rent for exterior
                      parking spaces from time to time during the term of this
                      Lease after the first year of the Term of this Lease. In
                      the event Landlord builds a parking structure, Tenant's
                      parking shall be relocated to such parking structure and
                      Tenant shall have the right to lease up to the same
                      number of exterior parking spaces leased by Tenant prior
                      to the building of the parking structure at additional
                      rent as determined by Landlord for each parking space,
                      payable. monthly. Notwithstanding the foregoing,
                      Landlord may increase the rent for parking spaces in a
                      parking structure from time to time during the term of
                      this Lease after the first year of operation of the
                      parking structure.

                      1.02 Electrical energy consumed by Tenant in the Demised
                      Premises through wall and floor outlets, for lighting
                      and business equipment shall be purchased by Tenant as
                      provided in article 7.

                          ARTICLE 2 - DEMISED PREMISES

      2.01 Landlord hereby leases to Tenant, and Tenant hereby hires from
Landlord, the Demised Premises for the Term, for the rents hereinafter reserved
and upon and subject to the conditions (including limitations, restrictions and
reservations) and covenants hereinafter provided. Each party hereto agrees to
observe and perform a11 of the conditions and covenants herein contained on its
part to be observed and performed.

      2.02 The general location, substantially the size and layout of the
Demised Premises are outlined on Exhibit A, but Exhibit A shall not be deemed to
be a warranty, representation or agreement on the part of Landlord that the
Demised Premises and the Building will be exactly as indicated on exhibit A.

      2.03 Nothing herein contained shall be construed as a grant or demise by
Landlord to Tenant of the roof or exterior walls of the Building, of the space
above and below the Demised Premises, of the parcel of land on which the Demised
Premises are located, and/or of any parking or other areas adjacent to the
Building.

                ARTICLE 3 -- PREPARATION OF THE DEMISED PREMISES

      3.01 Tenant shall cause to be substantially performed all the work in the
Demised Premises as set forth in Exhibit C annexed hereto and hereby made a part
hereof (the "Work"), upon the terms and conditions specified therein, at
Tenant's sole cost and expense.

      All of Tenant's duties and obligations set forth in Article 12 (relating
to Tenant's duties and obligations in making Tenant's Changes) shall be
applicable to and binding upon Tenant with respect to any such work.

      3.02 Prior to the commencement of Tenant's work, Tenant shall furnish to
Landlord final plans, specifications and drawings for approval by Landlord,
which approval shall not be unreasonably withheld or delayed, and upon
Landlord's written approval shall be attached hereto as Exhibit C.

      3.03 Upon the signing of this Lease by all parties and the payment of the
Security Deposit, Tenant shall be allowed access to the Demised Premises to
perform Tenant's work to prepare the Demised Premises for Tenant's occupancy.

        ARTICLE 4-- WHEN DEMISED PREMISES ARE DEEMED READY FOR OCCUPANCY
                              AND COMMENCEMENT DATE

      4.01 On the Commencement Date or at such time as Tenant shall take actual
possession of the whole or part of the Demised Premises, whichever shall be
earlier, it shall be conclusively presumed that the same were as of the
Commencement Date or the date or dates of such taking of possession, in the

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condition in which Landlord was required to deliver the Demised Premises under
this Lease, unless within thirty (30) days after such date Tenant shall have
given Landlord notice specifying in which respects the Demised Premises were not
in satisfactory condition. However, nothing contained in this Section shall be
deemed to relieve Landlord from, and Landlord shall perform its obligation to
complete, with reasonable speed and diligence, such details of construction,
mechanical adjustment and decoration, if any, as Landlord shall be required to
perform under this Lease and as shall have been unperformed at the tine Tenant
took actual possession, but Tenant shall not be entitled to any rent abatement
on account of any such incomplete work.

     4.02 Unless the Commencement Date is a date certain specified in Article 1
hereof, on the Commencement Date Landlord and Tenant shall execute and deliver
to each other duplicate originals of a Commencement Date Statement, which shall
specify the Commencement and Expiration Dates of the Term. Upon execution and
delivery, the Commencement Date Statement shall be deemed a part of this Lease.

     4.03 If prior to the Commencement Date, Tenant shall enter the Demised
Premises to make any installations of its equipment, fixtures and furnishings,
Landlord shall have no liability or obligation for the care or preservation of
Tenant's property and Tenant shall not interfere with Landlord or Landlord's
contractors.

     4.04 Landlord agrees to provide access by the telephone company during the
course of construction to permit Tenant's installation of telephones.
Notwithstanding the foregoing, the parties agree that the failure by the
telephone company to complete the telephone installation and to provide service
on the date that the Demised Premises are otherwise substantially complete (as
hereinabove defined) or occupied by Tenant1 shall not delay or defer the
determination of the Commencement Date and the obligation to pay rent
thereafter.

                                ARTICLE 5 -- RENT

     5.01 Tenant shall pay to Landlord without notice or demand and without
abatement, deduction or set-off, in lawful money of the United States of
America, at the office of the Landlord as set forth in Article l hereof, or at
such other place as landlord may designate, the Fixed Rent reserved under this
Lease for each year of the Term, payable in equal monthly installments in
advance on the first day of each and every calendar month during the Term; and
additional rent consisting of all such other sums of money as shall become due
from and payable by Tenant to Landlord hereunder (for default in payment of
which Landlord shall have the same remedies as for a default in payment of Fixed
Rent).

     5.02 Tenant shall pay the Fixed Rent and additional rent herein reserved
promptly as and when the same shall become due and payable under this Lease and
shall be liable to the Landlord for an administrative charge of 4% for rent paid
five (5) days subsequent to the date set in Article 5.01. If the Commencement
Date shall occur on a day other than the first day of a calendar month the Fixed
Rent and additional rent shall be prorated for the period from the Commencement
Date to the last day of the said calendar month and shall be due and payable on
the Commencement Date. Notwithstanding the provisions of the next preceding
sentence, Tenant shall pay on account toward the first full calendar month
installment(s) of Fixed Rent, on the execution of this Lease, the Rent
Prepayment specified in Article 1 hereof.

     5.03 Whenever used in this Lease, the term (insofar as it pertains to this
Lease) "fixed rent", "minimum rent", "base rent", or "basic rent", or any such
term using the word "rental", "rents", or "rentals" in lieu of "rent", shall
mean Fixed Rent; and whenever used in this Lease, the term (insofar as it
pertains to this Lease) "rent", "rental", "Rent" or the plural of any of them,
shall mean Fixed Rent and additional rent.

                         ARTICLE 6 -- EXPENSE ESCALATION

     6.01 Tenant shall pay to Landlord, as additional rent, Expense Escalation
in accordance with this Article:

     A. Definitions: for the purpose of this Article, the following definitions
shall apply:

      (i) The term "Expense Base Factor" shall mean the Expenses as hereinafter
defined for the calendar year 1998.

      (ii) The term "comparative year" shall mean the full calendar year in
which the terra of this Lease commences, and each subsequent calendar year
during the Term of this Lease.

      (iii) The term "Expenses shall mean the total of all the costs and
expenses incurred or borne by Landlord with respect to the operation and
maintenance of the Building and the services provided tenants therein
including, but not limited to, the costs and expenses incurred for and with
respect to: water rates and sewer rents; air-conditioning, ventilation and
heating; any and all electricity costs for common areas, exclusive of meeting
rooms and the cafeteria; maintenance of the Building's exterior surfaces;
elevator cabs, lobby maintenance and cleaning; protection and security; lobby
decoration and interior and exterior landscape maintenance; repairs,
replacements and improvements which are appropriate for the continued
operation of the Building as a first-class office Building; maintenance;
painting of non-tenant areas; insurance; supplies; employee salaries and
benefits; administrative expenses; and the annual fee for management of the
Building.

     The term Expenses shall also include any increases in payments in lieu
of taxes or service charges that may be made by Landlord pursuant to the
Financial Agreement between Landlord and the city of Jersey City entered into
as part of the Fox Lance Tax Abatement granted to landlord for the Building
in

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excess of the payments made in lieu of taxes or service charges for the first
year of said tax abatement, provided that the said Fox Lance Act is amended
to allow the City of Jersey city to increase said payments in lieu of taxes
or service charges from time to time.

Provided, however, that the foregoing costs and expenses shall exclude or
have deducted from them, as the case may be and as shall be appropriate:

        (a)  leasing commissions and other leasing expenditures;

           (b) expenditures of capital improvements except those which under
generally accepted real estate practice are expensed or regarded as deferred
expenses and except for capital expenditures required by law, in either of
which case the cost thereof shall be included in Expenses for the comparative
year in which the costs are incurred and subsequent comparative years1 on a
straight line basis, to the extent that such items are amortized over an
appropriate period, but not more than five years, with an interest factor
equal to the prime rate of Citibank at the time of Landlord's having incurred
said expenditure.

            (c) amounts received by Landlord through proceeds of insurance to
the extent that the proceeds are compensation for expenses which would be or
were previously included in Expenses hereunder;

              (d) cost of repairs or replacements incurred by reason of fire
or other casualty or eminent domain;

            (e)      advertising and promotional expenditures;

              (f) legal fees for disputes with tenants and legal and auditing
fees, other than legal and auditing fees reasonably incurred in connection
with the maintenance and operation of the Building or in connection with the
preparation of statements required pursuant to additional rent or lease
escalation provisions; and

            (g) costs incurred in performing work or furnishing services for
individual tenants (including Tenant) at such tenant's expense to the extent
that such work or service is in excess of any work or service Landlord at its
expense is obligated to furnish to Tenant;

              If Landlord shall purchase any item of capital equipment or
make any capital expenditure designed to result in savings or reductions in
Expenses, then the costs for same shall be included in Expenses. The costs of
capital equipment or capital expenditures are so to be included in Expenses
for the comparative year in which the costs are incurred and subsequent
comparative years, on a straight line basis, to the extent that such items
are amortized over such period of time as reasonably can be estimated as the
time in which such savings or reductions in Expenses are expected to equal
Landlord's costs for such capital equipment or capital expenditure, with an
interest factor equal to the prime rate of Citibank at the time of Landlord's
having incurred said costs. If Landlord shall lease any such item of capital
equipment designed to result in savings or reductions in Expenses, then the
rentals and other costs paid pursuant to such leasing shall be included in
Expenses for the comparative year in which they were incurred.

         6.02 Commencing with the second comparative year, if the Expenses
estimated in the manner provided in Article 6.03 for a comparative year shall
be greater than Expense Base Factor, Tenant shall pay to Landlord, additional
rent for such comparative year, in the manner hereinafter provided, an amount
equal to The Tenant's Share of the excess of the Expenses for such
comparative year over the Expense Base Factor (such amount being hereafter
called the "Expense Payment").

         6.03 Commencing with the second comparative year, and each year
thereafter for the balance of the Lease term, thirty (30) days prior to the
commencement of each comparative year, Landlord will submit to Tenant
Landlord's Certified Public Accountant's estimate of projected expenses for
such year as provided in Article 6.04. The estimate shall also set forth the
total projected expenses, if any, due to Landlord from Tenant for such year
pursuant to Article 6.02. The rendition of such estimate shall constitute
prima facie proof of the accuracy thereof. If such statement shows an Expense
Payment due to Landlord with respect to the forthcoming comparative year,
one-twelfth of this amount shall be payable monthly as additional rent,
commencing with the first month of such comparative year.

         No later than sixty (60) days after the conclusion of each
comparative year Landlord shall deliver to Tenant a final statement from its
Certified Public Accountant as provided in Article 6.04 setting forth the
actual Expenses for the preceding year. Within thirty (30) days of Tenant's
receipt of such statement Landlord and Tenant will make an appropriate cash
adjustment for any underestimate or overestimate of Landlord's Expenses for
the preceding comparative year (which underestimate shall result in
additional rent payable as herein provided).

         6.04 The estimated and final statements of Expenses to be furnished
by Landlord as provided above shall be certified by Landlord, and shall be
prepared in reasonable detail for the Landlord by a Certified Public
Accountant (who may be the Certified Public Accountant now or then employed
by Landlord for the audit of its accounts); said Certified Public Accountant
may rely on Landlord's allocations and estimates wherever operating cost
allocations or estimates are needed for this Article. The statements thus
furnished to Tenant shall constitute a final determination as between
Landlord and Tenant of the Expenses for the period represented thereby,
unless Tenant within sixty (60) days after they are furnished shall give a
notice to Landlord that it disputes their accuracy or their appropriateness,
which notice shall specify the particular respects in which the statement is
accurate. Pending the resolution of such dispute, Tenant as herein provided
shall pay the additional rent to Landlord in accordance with the statements
furnished by Landlord After payment of said additional rent, Tenant

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shall have the right, during reasonable business hours and upon not less than
five (5) business days' prior written notice to Landlord, to have Tenant's
Certified Public Accountant examine Landlord's books and records with respect
to the foregoing, provided such examination is commenced within thirty (30)
days and concluded within sixty (60) days following the rendition of the
statement in question.

         6.05 In any such dispute as to said statement Landlord and Tenant or
their respective Certified Public Accountants shall select a national "Big six"
accounting firm whose determination shall be conclusive in the resolution of the
dispute. If the dispute shall be determined in Tenant's favor, Landlord shall
forthwith pay to Tenant the amount of Tenant's overpayment resulting from
compliance with Landlord's statement and shall pay for tbe cost of the
accounting firm. In the event overpayment is greater than five (5%) percent,
Landlord shall pay interest to Tenant on such overpayment at the rate of 2% in
excess of the prime interest rate as set forth from time to time by Citibank,
N.A. from the date of payment of such amounts by Tenant until repayment of such
overpayment by Landlord. If the dispute shall be determined in Landlord's favor,
Tenant shall pay for the costs of the accounting firm.

         6.06 Real Estate Tax Increase Payment.

         (1) For each Tax Year (hereinafter defined) during the Term after the
ending December 31, 2001 Term, Tenant shall pay, as additional rent, the Tax
Payment (hereinafter defined) for such Tax Year.

         (2) Tax Definitions:

         (a) The term "Real Estate Taxes" shall mean the sum of the real estate
taxes and assessments and special assessments imposed upon the Building and the
plot of land on which the Building stands (the "Land") and any rights or
interests appurtenant thereto payable by Landlord during any Tax Year or any
service charges or other payments in lieu of taxes imposed by any tax abatement
granted the Landlord and payable by the Landlord. If at any time during the Term
the methods of taxation prevailing at the time of the commencement thereof shall
be altered so that in lieu of or as an addition to or as a substitute for the
whole or any part of the taxes, assessments, levies, impositions or charges now
levied, assessed or imposed, there shall be levied, assessed or imposed a tax,
assessment, levy, imposition or charge wholly or partially as a capital levy or
on the rents, licenses or other charges received with respect to the Term, the
Land or the Building, then all such taxes, assessments, levies, imposition or
charges payable shall be deemed to be included within the term "Real Estate
Taxes" for the purposes hereof. A copy of the tax bill of The City of Jersey
City or other taxing authority imposing Real Estate Taxes on the Land or the
Building shall be sufficient evidence of the amount of Real Estate Taxes.
Notwithstanding the fact that the aforesaid additional rent is measured by Real
Estate Taxes, such amount is additional rent and shall be paid by Tenant as
provided herein regardless of the fact that Tenant may be exempt, in whole or in
part, from the payment of any Real Estate Taxes by reason of Tenant's diplomatic
status or for any other reason whatsoever.

         (b) The term "Base Tax Year" shall mean the tax year ending December
31, 2001.

           (c) The term "Tax Year" shall mean each real estate fiscal tax
year of the City of Jersey City, New Jersey, following the Base Tax Year, any
portion of which occurs during the Term.

         (d) The term "Tax Payment" shall mean Tenant's Share for the Demised
Premises of the amount by which the Real Estate Taxes payable for a Tax Year
exceed the Real Estate Taxes payable for the Base Tax Year, whether such
increase results from a higher tax rate or an increase in the assessed
valuation of the Land or the Building, or both or from any other cause or
reason whatsoever. Notwithstanding the foregoing, if there is an increase in
assessed valuation of the Building resulting from an addition or improvement
to the Building by another tenant, then any increase in Real Estate Taxes
attributable to such increase shall not be included in the computation of Tax
Payment hereunder.

         (3) With respect to each Tax Year occurring in whole or in part
during the term of the Term, Tenant shall pay to Landlord the Tax Payment, in
equal monthly installments during the calendar year in which such Tax Year
commences in the manner hereinafter described. At any time during the
calendar year in which a Tax Year commences, Landlord may furnish to Tenant a
written estimate (a "Tax Estimate") of the Tax Payment for such Tax Year
("Estimated Tax Payment") Such estimate shall be determined by Landlord by
applying to the most recently announced assessed value of the Land and
Building (whether final or otherwise) such tax rate as Landlord shall
anticipate is the tax rate to be finally determined for such Tax Year, but
such rate shall in no event exceed by more than ten (10%) percent the then
current tax rate. Subject to adjustment as hereinafter provided, Tenant shall
pay to Landlord on the first day of each calendar month during such calendar
year, an amount equal to one-twelfth (1/12) of the Estimated Tax Payment for
the Tax Year commencing during such calendar year. If Landlord furnishes a
Tax Estimate for a Tax Year subsequent to the commencement of the calendar
year in which such Tax Year begins, then

     (a) until the first day of the month following the month in which the
Tax Estimate is furnished to Tenant, Tenant shall continue to pay to Landlord
on the first day of each month an amount equal to the monthly sum payable by
Tenant to Landlord with respect to the next previous Tax Year.

     (b) promptly after the Tax Estimate is furnished to Tenant, Landlord
shall give notice to Tenant stating whether the amount previously paid by
Tenant to Landlord during such calendar year was greater or less than the
installments of the Estimated Tax Payment to be paid during such calendar
year in accordance with the Tax Estimate, and

     (i) if there, shall be a deficiency, Tenant shall pay the amount thereof
within ten (10) days after demand therefor, or

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                  (ii) if there shall have been an overpayment, Landlord
shall credit the amount thereof against the next monthly installments of the
Fixed Annual Rent payable under this lease, and

        (c) on the first day of the month following the furnishing of Tenant
of the Tax Estimate, and monthly thereafter until the rendering to Tenant of
a Tax Statement (hereinafter defined) for such Tax Year, Tenant shall pay to
Landlord an amount equal to one twelfth (1/12) of the amount shown on such
Tax Estimate. Promptly after the amount of Real Estate Taxes is established
for a Tax Year,

        (i) Landlord shall furnish to Tenant a written statement (a "Tax
Statement") setting forth the Tax Payment for such Tax Year, and stating
whether the sum of the installments previously paid by Tenant to Landlord
pursuant to the Tax Estimate or otherwise for such Tax Year was greater or
less than the sum of the installments of the Tax Payment to be paid for such
Tax Year in accordance with the Tax statement,

        (ii) any deficiency or overpayment shall be disposed of in the manner
of a deficiency or overpayment in Estimated Tax Payment, and

                  (iii) on the first day of the month following the month in
which the Tax Statement is furnished to the Tenant, and monthly thereafter
until a new Tax Estimate or Tax Statement is furnished to Tenant, Tenant
shall pay to Landlord an amount equal to one-twelfth (1/12) of the Tax
Payment shown on the Tax Statement.

     (4) The Tax Estimates and Tax Statements to be furnished by Landlord as
provided above shall be certified by Landlord and a statement thus furnished
to Tenant shall constitute a final determination aS between Landlord and
Tenant of the Estimated Tax Payment or Tax Payment, as the case may be, for
the period represented thereby, unless Tenant within sixty (60) days after
the statement is furnished shall qive a notice to Landlord that Tenant
disputes the reasonableness, accuracy or appropriateness of such statement,
which notice shall specify the particular respects in which the statement is
unreasonable, inaccurate or inappropriate. Pending the resolution of such
dispute, Tenant as herein provided shall make the Estimated Tax Payment or
Tax Payment, as the case may be, to landlord without prejudice to Tenant's
position. In any such dispute as to a Tax Estimate or Tax Statement, Landlord
and Tenant shall, within ten (10) days after the giving of Tenant's notice
disputing the reasonableness, accuracy or appropriateness of such statement,
select a national "Big Six" accounting firm whose determination shall he
conclusive in the resolution of the dispute. If the dispute shall be
determined in Tenant's favor, Landlord shall forthwith pay to Tenant the
amount of Tenant's overpayment resulting from compliance with Landlord's
statement and shall pay for the cost of the accounting firm. In the event
overpayment is greater than five (5%) percent, Landlord shall pay interest to
Tenant on such overpayment at the rate of 2% in excess of the prime interest
rate as set forth from time to time by Citibank, N.A from the date of payment
of such amounts by Tenant until repayment of such overpayment by Landlord. If
the dispute shall be determined in Landlord's favor, Tenant shall pay for the
costs of the accounting firm.

     (5) Only Landlord shall be eligible to institute tax reduction or other
proceedings to reduce the assessed valuation of the Land or the Building.
Should Landlord be successful in any such reduction proceedings and obtain a
rebate for any Tax Year for which Tenant has paid installments of the Tax
Payment, Landlord, after deducting the expenses incurred in obtaining such
rebate including, without limitation, attorneys' fees1 court, or other
administrative costs and disbursements, shall credit Tenant's Share of such
rebate against the next monthly installment of the Fixed Annual Rent payable
under this Lease or in the case of the last month of the Term, pay such
amount to Tenant. In the event that the assessed valuation which had been
utilized in computing the Real Estate Taxes payable for the Base Tax Year is
reduced (as a result of settlement, final determination of legal proceedings
or otherwise) then

     (i) the Real Estate Taxes for the Base Tax Year shall be retroactively
adjusted to reflect such reduction;

     (ii) the monthly installments of Additional Rent shall be adjusted
accordingly; and

                  (iii) all retroactive Additional Rent resulting from such
adjustment shall be payable by Tenant within twenty (20) days after the
rendition of a bill therefor.

     6.07 In no event shall the Fixed Rent due under this Lease be reduced by
virtue of this Article.

                  6.08 If the Commencement Date of tbe term of this Lease is
not the first day of the first comparative year, then the additional rent due
hereunder for such first comparative year shall be a proportionate share of
said additional rent for the entire comparative year, said proportionate
share to be based upon the length of time that the Lease term shall have been
in existence during such first comparative year. Upon the date of any
expiration or termination of this Lease (except termination because of
Tenant's default) whether the same be the date hereinabove set forth for the
expiration of the Term or any prior or subsequent date, a proportionate share
of said additional rent for the comparative year during which such expiration
or termination occurs shall immediately become due and payable by Tenant to
Landlord, if it was not theretofore already billed and paid. The said
proportionate share shall be based upon the length of time that this lease
shall have been in existence during such comparative year.

                  6.09 Landlord's and Tenant's obligation to make the
adjustments referred to in this Article shall survive any expiration or
termination of this Lease.

     6.10 Any delay or failure of Landlord in billing any expense escalation
hereinabove provided shall not constitute a waiver of or in any way impair
the continuing obligation or Tenant to pay such expense escalation hereunder.

<PAGE>


                         ARTICLE 7 -- ELECTRICAL ENERGY

         7.01 Electrical energy consumed by Tenant in the Demised Premises
through wall and floor outlets, for lighting and business equipment shall be
separately metered and purchased by Tenant from the utility supplying
electricity to the Building. Tenant shall install as part of Tenant's Work on
the electrical meter for the Demised Premises. Landlord shall install at its own
cost the risers, to the Demised Premises sufficient to provide the Demised
Premises with electrical energy, in a safe and suitable manner, equal to 1000
amps. Electricity for heating, ventilating and air conditioning including for
any fan used in connection therewith during Regular Business Hours shall not be
included on such meter and shall be paid for by the Landlord. Tenant shall pay
to Landlord, as additional rent, the cost of electricity for heating,
ventilating and air conditioning including for any fan used in connection
therewith, in the Demised Premises during other than Regular Business Hours
pursuant to Article 8.01.

         7.02 Landlord's and Tenant's obligations to make the adjustments and
payments referred to in this Article shall survive any expiration or termination
of this Lease.

         7.03 Tenant covenants and agrees that at all times its use of
electrical current shall not exceed the capacity of existing feeders to the
Building or the risers, conduits, or wiring installation in the Building, and
Tenant shall not use any electrical equipment which, in Landlord's opinion
reasonably exercised, will overload such installations or interfere with the use
thereof by other tenants of the Building. In this connection, Landlord agrees,
at Tenant's cost and expense, as an item of extra material and work, to supply
and jnstall an electric meter or meters to measure Tenant's consumption of
electrical energy throughout the Demised Premises.

         7.04 Tenant may purchase from Landlord, at Landlord's option, all
replacements of electric fluorescent tubing and shall pay Landlord for
installing same.

         7.05 Tenant shall be provided access to Landlord's Emergency Stand-by
Electric Generator ("ESEG") sufficient to furnish 200 KW of electric energy from
the Building's ESEG. Tenant acknowledges that the Building's ESEG is intended to
supply electric energy to the Demised Premises only in the event of a temporary
failure of the supply of electric energy to the Building provided by the public
electric utility supplier. Tenant further acknowledges that Landlord does not
warranty, guarantee or has ever represented that the Building's ESEG will in
fact operate to supply the Demised Premises with temporary electric energy in
the event of temporary failure of the supply of electric energy to the Building
by the public electric utility supplier. Neither Landlord nor any agent or
employee of Landlord shall be liable to Tenant, its employees, agents,
contractors and licensees, and Tenant shall hold Landlord harmless from any
injury or damage to Tenant, including by way of example and not limitation,
damage, loss or injury to Tenant's computer hardware, software or computer
stored data or interruption of Tenant's business, in the event that the
Building's ESEG fails to provide temporary electric energy in the event of a
temporary emergency failure of the electric power supply to the Building and the
Demised Premises by the public electric utility supplier.

         7.06 Landlord, at Tenant's cost and expense, shall cause the Demised
Premises to be connected with the Building's ESEG for use in the event of a
temporary emergency failure to the electric power supply to the Building and the
Demised Premises provided by the public utility supplier. In addition to the
connection charge, Tenant stall pay directly to the Landlord, as and for
Additional Rent under the Lease, $40,000.00 for access to the Building's ESEG,
payable $3,333.33 per month commencing on the Commencement Date and ending on
the Lease Expiration Date (the "ESEG Charge"). The ESEG Charge shall be subject
to adjustment upward from time to time if the cost of providing same is
increased to the Landlord with an appropriate adjustment to the monthly payment
of the ESEG Charge.

                  ARTICLE 8 -- VENTILATION AND AIR CONDITIONING

         8.01 There shall be installed in the Demised Premises, as part of the
work provided for in Section 3.01, the Building heating, ventilating and
air-conditioning systems described and designed to substantially meet the
following performance specifications:

                                INSIDE CONDITION
                        Cooling Season 75 degrees F.D.B.
                           Heating Season 68 degrees F

                                OUTSIDE CONDITION
                 Cooling season 91 degrees F.D.B./76 degrees FWB
                          Heating Season 10 degrees F.

Landlord shall be under no liability to Tenant if such performance
specifications should not be able to be met prior to the said systems being
balanced. Landlord, at its expense, shall maintain and operate such systems and
shall furnish heat, ventilation and air-conditioning in the Demised Premises
through such systems, subject to Article 9.07, in compliance with such
performance specifications, during Regular Business Hours. If Tenant shall
require ventilating and air-conditioning service or heating service at any other
time other than Regular Business Hours (hereinafter called "after hours"),
Landlord shall furnish after hours ventilating and air-conditioning service or
heating service upon reasonable advance notice from Tenant, and Tenant shall pay
Landlord therefore, as additional rent upon rendition of a bill, the


<PAGE>

A.C. charge and the H. charge. The A.C. charge and the H. charge shall be
subject to adjustment upward from time to time.

         8.02 Landlord will not be responsible for the failure of the
air-conditioning system to meet the performance specifications set forth above
if such failure results from the occupancy of the Demised Premises with more
than an average of one person for each 150 square feet of Tenant's Floor Space
or if Tenant installs and operates machines and appliances, the installed
electrical load of which when combined with the load of all lighting fixtures
exceeds 3.5 watts per square foot of Tenant's Floor Space in any one room or
other area. If due to use of the Demised Premises in a manner exceeding the
aforementioned occupancy and electrical load criteria, or due to rearrangement
of partitioning after the initial preparation of the Demised Premises,
interference with normal operation of the air-conditioning in the Demised
Premises results, necessitating changes in the air-conditioning system servicing
the Demised Premises, such changes shall be made by Landlord upon written notice
to Tenant at Tenant's sole cost and expense. Tenant agrees to lower and close
window coverings when necessary because of the sun's position whenever the said
air conditioning system is in operation, and Tenant agrees at all times to
cooperate fully with Landlord and to abide by all the regulations and
requirements which Landlord may prescribe for the proper functioning and
protection of the said air-conditioning system. Landlord throughout the Term,
shall have free and unrestricted access to any and all air-conditioning
facilities in the Demised Premises.

         8.03 Any damage caused to heating, air-conditioning, and ventilating
equipment, appliances or appurtenances thereto as a result of the negligence of,
or careless operation of, the same by Tenant or its agents, servants, employees,
licensees, invitees, or visitors, shall be repaired by Landlord, and the cost
and expenses thereof shall be paid by Tenant as additional rent, within ten (10)
days after being billed therefor.

                     ARTICLE 9 -- LANDLORD'S OTHER SERVICES

         9.01 Landlord shall provide public elevator service to the floor(s) on
which the Demised Premises are situated during Regular Business Hours, and shall
have at least one elevator subject to call at all other times. The elevator(s),
or any or all of them, if more than one, may be operated by automatic control
and/or by manual control, as Landlord shall determine at any time or from time
to time. Landlord shall not be obligated to furnish an operator for any
automatic elevator and shall have no liability to Tenant for discontinuing the
service of any operator theretofore furnished. If Tenant shall require after
hours service of elevator(s) or of the loading area in the Building under such
circumstances as, in Landlord's reasonable judgment will require service or
attention by Landlord's personnel, Tenant shall pay Landlord, or demand, a
reasonable charge attributable to such service or attention.

         9.02 Landlord shall not be required to clean the Demised Premises
provided that Tenant shall keep the Demised Premises in good order.

         9.03 Landlord, at its expense, shall furnish adequate hot and cold
water at ordinary lavatory temperature to each floor of the Building for
drinking, lavatory, and cleaning purposes, together with soap, towels and toilet
tissue for each lavatory. If Tenant uses water for any other purpose Landlord,
at Tenant's expense, may install meters to measure Tenant's consumption of cold
water and/or hot water for such other purposes and/or steam, as the case may be.
Tenant shall pay for the quantities of cold water and hot water shown on such
bills therefor. In connection with permitted kitchen use, the amount of hot
water demand shall not exceed the excess Building design capacity.

         9.04 Landlord, at its own expense, and at Tenant's request, shall
insert initial listings on the Building Directory of the names of Tenant, and
any affiliate, and the names of any of their officers and employees, provided
that the names so listed shall not take up more than Tenant's proportionate
share of the space on the Building Directory. All Building Directory changes
made at Tenant's request after the Tenant's initial listings have been placed on
the Building Directory shall be made by Landlord at the expense of Tenant, and
Tenant agrees to promptly pay to Landlord as additional rent the cost of such
changes within ten (10) days after Landlord has submitted an invoice therefor.

         9.05 With respect to parking of vehicles (if parking is provided under
Article 1 hereof):

         A. Landlord represents that throughout the Term there will be a paved,
illuminated parking area for the Building with the number of Parking Spaces
specified in Article 1. If Landlord so elects, Tenant shall require its
personnel and visitors to park their vehicles only in Parking spaces designated
by Landlord for Tenant's use for its personnel and visitors on a "first come,
first served" basis. Landlord reserves the right at all times to redesignate
such Parking spaces. Tenant, its personnel and visitors shall not at any time
park any trucks or delivery vehicles in any of the parking areas.

         B. All Parking Spaces and any other parking areas used by Tenant, its
personnel and visitors will be at their own risk, and Landlord shall not be
liable for any injury to person or property, or for loss or damage to any
automobile or its contents, resulting from theft, collision, vandalism or any
other cause whatsoever.

         C. Tenant shall agree to all requests by Landlord that Tenant and its
employees and visitors remove their vehicles from the Parking Spaces to another
parking area provided by Landlord at reasonable periods for purposes of cleaning
and maintenance of such spaces or as required for purposes of snow removal,
provided that Landlord will perform such cleaning, maintenance and snow removal
and make such Parking Spaces available to Tenant and its employees and visitors
as promptly as possible.

         9.06 Landlord shall keep and maintain the public areas and the public
facilities of the Building and the grounds clean and in good order, and the
sidewalks and parking areas adjoining the Building shall be kept free of
accumulation of snow and ice (except any overnight parking area) or unlawful
obstruction.


<PAGE>


         9.07 Landlord reserves the right, without any liability to Tenant;
except as otherwise expressly provided in this Lease, and without being in
breach of any covenant of this Lease, to stop, interrupt or suspend service of
any of the heating, ventilating, air conditioning, electric, sanitary, elevator
or other Building systems serving the Demised Premises, or the rendition of any
other services required of Landlord under this Lease, whenever and for so long
as may be necessary, by reason of accidents, emergencies, the making of repairs
or changes which Landlord is required by this Lease or by law to make or in good
faith deems advisable, or by reason of unavoidable delays. In each instance
Landlord shall exercise reasonable diligence to eliminate the cause of stoppage
and to effect restoration of service and shall give Tenant reasonable notice,
when practicable, of the commencement and anticipated duration of such stoppage,
and if any work is required to be performed in or about the Demised Premises for
such purpose, the provision of Section 14.03 shall apply. Tenant shall not be
entitled to any diminution or abatement of rent or other compensation nor shall
this Lease or any of the obligations of Tenant be affected or reduced by reason
of the interruption, stoppage or suspension of any of the Building systems or
services arising out of the causes set forth in this Section.

                                ARTICLE 10 -- USE

        10.01     The "Permitted Use" of the Demised Premises for the purposes
                  specified in Article 1 hereof shall not in any event be deemed
                  to include, and Tenant shall not use, or permit the use of,
                  the Demised Premises or any part thereof for:

(a) sale of, or traffic in, any spirituous liquors, wines, ale or beer kept in
the Demised Premises;

(b) sale at retail of any other products or materials kept in Demised Premises,
by vending machines or otherwise, demonstrations to the public, except as may be
specifically agreed to by Landlord in writing;

(c) manufacturing, printing or electronic data processing, except for the
operation of normal business office reproducing and printing equipment, business
machines and electronic data processing equipment incidental to the conduct of
Tenant's business and for tenant's own requirements at the Demised Premises,
provided that such use shall not exceed that portion of the mechanical or
electrical capabilities of the building equipment allocable to the Demised
Premises;

(d) the rendition of medical, dental or other diagnostic or therapeutic services

(e) the conduct of a public auction of any kind;

(f) the conduct of a banking, trust company, savings bank, safe deposit, savings
and loan association or loan company business;

(g) the issuance and sale of traveler's checks, foreign drafts, letters of
credit, foreign exchange or domestic money orders (except as incidentally
required in conduct of Tenant's normal business activity);

(h) the receipt of money for transmission (except as is incidentally required in
conduct of Tenant's normal business activity); or

(i) a restaurant, bar, or the sale of confectionery, tobacco, newspapers,
magazines, soda, beverages, sandwiches, ice cream, baked goods or similar items,
or the preparation, dispensing or consumption of food and beverages in any
manner whatsoever.

10.02 Tenant shall not suffer or permit the Demised Premises or any part thereof
to be used in any manner, or anything to be done therein, or suffer or permit
anything to be brought into or kept therein, which would in any way (i) violate
any of the provisions of any grant, least or mortgage to which this lease is
subordinate, (ii) violate any laws or requirements of public authorities, (iii)
make void or voidable any fire or liability insurance policy then in force with
respect to the Building (iv) make unobtainable from reputable insurance
companies authorized to do business in New Jersey at standard rates any fire
insurance with extended coverage, or liability, elevator or boiler or other
insurance required to be furnished by Landlord under the terms of any tease or
mortgage to which this lease is subordinate, (v) cause or in Landlord's opinion
be likely to cause physical damage to the building or any part thereof, (vi)
constitute a public or private nuisance, (vii) impair, in the reasonable opinion
of the Landlord, the appearance, character or reputation of the Building, (viii)
discharge objectionable fumes, vapors or odors into the Building air
conditioning system or into Building flues or vents not designed to receive them
or otherwise in such a manner as say unreasonably offend other occupants (ix)
impair or interfere with any of the Building services or tie proper and economic
heating, cleaning, air conditioning or other servicing of the Building or the
Demised Premises or impair or interfere with or tend to impair or interfere with
the use of any of the other areas of the Building by, or occasion annoyance or
inconvenience to, Landlord or any of the other tenants or occupants of the
Building, or (x) cause Tenant to default in any of its other obligations under
this Lease. The provisions of this section, and the application thereof, shall
not be deemed to be limited in any way to or by the provisions or any of the
following sections of this Article or any of the Rules and Regulations referred
to in Article 20 or exhibit attached hereto, except as may therein be expressly
otherwise provided

10.03 If any governmental license or permit, other than a certificate of
Occupancy for the Building, shall be required for the proper and lawful conduct
of Tenant's business in the Demised Premises, or any part thereof, and it
failure to secure such license or permit would in any way affect Landlord, then
Tenant, at its expense, shall duly procure and thereafter maintain such license
or permit, but in no event shall failure to procure and maintain same by Tenant
affect Tenant's obligations hereunder. Tenant shall not at my time use or
occupy, or suffer or permit anyone to use or occupy the Demised Premises, or do
or permit anything to be done in the Demised Premises, in violation of the
certificate of Occupancy for the Demised Premises or for the Building.


<PAGE>


10.04 Tenant shall not place a load upon any floor of the Demised Premises
exceeding the floor load per square foot which such floor was designed to carry
and which is allowed by certificate, rule, regulation, permit or law. Landlord
reserves the right to prescribe the weight and position of all safes and vault;
which must be placed by Tenant, at Tenant's expense. Business machines and
mechanical equipment shall be positioned and maintained by Tenant, at Tenant's
expense, in such manner as shall be sufficient in Landlord's judgment to absorb
and prevent vibration, noise and annoyance.

                         ARTICLE 11 - ACCESS CHANGES IN
                            BUILDING FACILITIES, NAME

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

11.02 Tenant shall permit Landlord to install, use and maintain pipes, ducts and
conduits with in or through the Demised Premises, or through the walls, columns
and ceiling therein, provided that the installation work is performed at such
times and by such methods as will not unreasonably interfere with Tenant's use
and occupancy of the Demised Premises, or damage the appearance thereof, reduce
the Tenant's Floor space by more than two (2%) percent (without an appropriate
adjustment in rent) or materially affect Tenant's layout. Where access doors are
required for mechanical trades in or adjacent to the Demised Premises, Landlord
shall furnish and install such access doors at its expense, and confine their
location wherever practical to closets, coat rooms, toilet rooms, corridors, and
kitchen or pantry rooms. Landlord and Tenant shall cooperate with each other in
the location of Landlord's and Tenant's facilities requiring such access doors.

11.03 Landlord or Landlord's agents or employees shall have the right upon
request made on reasonable advance notice to Tenant, or to an authorized
employee of Tenant at the Demised Premise, to enter and/or pass through the
Demised Premises or any part thereof, at reasonable times during reasonable
hours, (i) to examine the Demised Premises, or to show them to lessors of
superior leases, holders of mortgages, insurance carriers, or prospective
purchasers, mortgagees or lessees of the land or the Building, or prospective
tenants, and (ii) for the purpose of making such repairs or changes in or to the
Demised Premises or in or to the Building or its facilities as may be provided
for by this Lease or as Landlord may deem necessary or as Landlord may be
required to make by law or in order to repair and maintain the Building or its
fixtures or facilities. Landlord shall be allowed to take into and store upon
the Demised Premises all materials which nay be required for such repairs,
changes or maintenance. However, Landlord's rights under this Section shall be
exercised in such manner as will not unreasonably interfere with Tenant's use
and occupancy of the Demised Premises. Landlord, its agents or employees, shall
also have the right to enter on and/or pass through the Demised Premises, or any
part thereof without notice at such tines as such entry shall be required by
circumstances of emergency affecting the Demised Premises or the Building

11.04 Landlord reserves the right, at any time after completion of the Building,
without incurring any liability to Tenant therefor to make such changes in or to
the Building and the fixtures and equipment thereof, as well as in order to the
street entrances, halls passages, elevators and stairways thereof, as it may
deem necessary or desirable; provided that there be no unreasonably lengthy
interference with the use of the Demised Premises or in the services furnished
to the Demised Premises, and no reduction in the Tenant's Floor Space in excess
of two (2%) percent without an appropriate adjustment in rent.

11.05 Landlord may limit and restrict, as provided in the Rules and Regulations
attached hereto as Exhibit B, the means of access to the Demised Premises
outside of Regular Business Hours, so long as Tenant's employees and authorized
agents have reasonable access to all parts of the Demised Premises. Tenant, and
its agents, employees and visitors shall be entitled to access from the Demised
Premises to, and the right to use, the toilets, lavatories and powder rooms only
on the floor (or floors) on which the Demised Premises are located.

11.06 Landlord reserves the right to select a name for the Building and to make
such change or changes of name as it may deem appropriate during Tenant's
occupancy, and Tenant agrees not to refer to the Building by any other name than
(i) the name as selected by Landlord, or (ii) the postal address approved by the
U.S. Post Office.

                          ARTICLE 12-- TENANT'S CHANGES

12.01 Tenant may, at any time and from time to time during the Term, at its sole
expense, make such other alterations, additions, installations, substitutions,
improvements and decorations (hereinafter collectively called "Changes" and as
applied to changes provided for in this Article, "Tenant's Changes") to the
Demised Premises, excluding structural changes and changes affecting the
mechanical systems, on the following conditions, and providing such changes will
not result in a violation of or require a change in the certificate of occupancy
applicable to the Demised Premises: (a) The outside appearance, character or use
of the Building shall not be affected, and no Tenant's Changes shall weaken or
impair the structural strength or, in the opinion of Landlord, lessen the value
of the Building; (b) No part of the Building outside of the Demised Premises
shall be physically affected; (c) The proper functioning or any of the
mechanical, electrical, sanitary and other service systems of the Building shall
not be adversely affected; (d) In performing the work involved in making such
changes Tenant shall be bound by and observe all of the conditions and covenants
contained in this Article; (e) At the Expiration Date, Tenant shall on
Landlord's written request restore the Demised Premises to their condition prior
to the making of any of the changes permitted by this Article, reasonable wear
and tear excepted, and Landlord shall be entitled to additional security
pursuant to Article 15 for the performance of Tenant's obligation; (f) At


<PAGE>


least thirty (30) days prior to proceeding with any change (exclusive of
changes in items constituting "Tenant's Property" as defined in Article 13).

12.02 All Tenant's changes shall at all times comply with laws, orders and
regulations of governmental authority having jurisdiction thereof, and all rules
and regulations of Landlord and Tenant, at its expense, shall obtain all
necessary governmental permits and certificates for the commencement and
prosecution of Tenant's Changes and for final approval thereof upon completion,
and shall cause Tenant's changes to be performed in compliance therewith and
with all applicable requirements of insurance belies, and in good and first
class workmanlike manner, using materials and equipment at least equal in
quality and class to the original installations of the Building. Tenant's
Changes shall be performed in such manner as not to interfere with the occupancy
of any other tenant in the Building nor delay, or impose any additional expense
upon Landlord in the construction, maintenance or operation of the Building, and
shall be performed by contractors or mechanics approved by Landlord and in
accordance with the Building Rules and Regulations for Trades Conducting
Operations, attached hereto as Exhibit C-1 and Insurance Requirements for Trades
Conducting Operations in the Building, attached hereto as Exhibit C-2.
Throughout the performance of Tenant's Changes, Tenant, at its expense, shall
carry, or cause to be carried, workmen's compensation insurance in statutory
limits, and general liability insurance for any occurrence on, in or about the
Building, in which Landlord and its managing agent shall be named as parties
insured, in such limits as Landlord may reasonably prescribe (but not less than
those specified in Section l6~02), with insurers reasonably satisfactory to
Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence
that such insurance is in effect at or before the commencement of Tenant's
Changes and, on request, at reasonable intervals thereafter during the
continuance of Tenant's Changes. No Tenant's Changes shall involve the removal
of any fixtures, equipment or other property in the Demised Premises which are
not "Tenant's Property" (as defined in Article 13), unless Landlord's prior
written consent is first obtained and unless such fixtures, equipment or other
property shall be promptly replaced, at Tenant's expense and free of superior
title, liens and claims, with fixtures, equipment or other property (as the case
may be) of like utility and at least equal value (which replaced fixtures,
equipment or other property shall thereupon become the property of Landlord,
unless Landlord shall otherwise consent in writing.

12.03 Tenant, at its expense, and with diligence and dispatch, shall procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Tenant's Changes which shall be issued by the appropriate
department of the municipality in which the Building is located or any other
public authority having jurisdiction. Tenant shall defend, indemnify and save
harmless Landlord against any and all mechanics and other liens in connection
with Tenant's Changes, repairs or installations, including but not limited to
the liens of any conditional sales of, or chattel mortgages upon, any materials,
fixtures, or articles so installed in and constituting part of the Demised
Premises and against all costs, attorney's fees, fines, expenses and liabilities
reasonably incurred in connection with any such lien, conditional sale or
chattel mortgage or any action or proceeding brought thereon. Tenant, at its
expense, shall procure the satisfaction or discharge of all such liens within
thirty (30) days of the filing of such liens against the Demised Premises or the
Building. If Tenant shall fail to cause such lien to be discharged within the
period aforesaid, then, in addition to any other right or remedy, Landlord may,
but shall not be obligated to, discharge the same either by paying the amount
claimed to be due or by procuring the discharge of such lien by deposit or by
bonding proceedings, and in any such event Landlord shall be entitled, if
Landlord so elects to compel the prosecution of any action for the foreclosure
of such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest, costs and allowances. Any amount so paid by Landlord and
all costs and expenses incurred by Landlord in connection therewith, together
with interest thereon at the lesser of the maximum permitted by law or 1 1/2%
per month or portion thereof from the respective dates of Landlord's making of
the payment or incurring of the cost and expense shall constitute additional
rent payable by Tenant under this Lease and shall be paid by Tenant on demand.
If Tenant makes any such payment it shall not be entitled to any set-off against
rent due hereunder. Tenant agrees that it will not at any time prior to or
during the Term, either directly or indirectly, use any contractors, labor or
materials in the Demised Premises, if the use of such contractors, labor or
materials would, in the Landlord's reasonable opinion, create any difficulty
with other contractors or labor engaged by Tenant or Landlord or would in any
way disturb harmonious labor relations in the construction, maintenance or
operation of the Building or any part thereof or any other building owned or
operated by Landlord or any affiliate of Landlord.

12.04 If Tenant requires Landlord to perform work during other than Regular
working Hours, or if Tenant desires to perform work through its contractors,
agents or employees during other than Regular Working hours, Tenant shall pay as
additional rent, the cost of employing such additional help as shall be required
under the rules and regulations of unions employed in connection with the
Building. Payment shall be made by Tenant to Landlord within ten (10) days after
being billed therefor.

12.05 In the event Landlord does not perform the work for Tenant, Tenant shall
pay to Landlord a supervisory fee (which shall include the cost of review of the
proposed Tenant's Changes) equal to Landlord's actual out-of-pocket expenses for
such supervision.

                         ARTICLE 13 - TENANT'S PROPERTY

13.01 All fixtures, equipment, improvements and appurtenances attached to or
built into the Demised Premises, shall be deemed the property of Landlord and
shall not be removed by Tenant except as hereinafter in this Article expressly
provided.

13.02 All fixtures, furnishings and equipment, exclusive of work performed by
Landlord at Landlord's cost and expense pursuant to the provisions of Article 3
hereof, whether or not attached to or built into the Demised Premises which are
installed in the Demised Premises by or for the account of Tenant, may be
removed by it at any time during the Term; provided that if any of Tenant's
Property is removed, Tenant shall repair or pay the cost of repairing any damage
to the Demised Premises or to the


<PAGE>


Building resulting from such removal. Any fixture, equipment or other
property for which Landlord shall have granted any allowance to the Tenant as
a credit or substitution in kind shall not be deemed to have been installed
by or for the account of the Tenant without expense to Landlord, and shall
not be considered Tenant's Property. Landlord shall not be obligated to
return and/or reinstall any partitions supplied to tenant which are returned
by Tenant to Landlord due to enlargement, reduction or change in the Demised
Premises.

                13.03 At or before the expiration of this Lease, Tenant shall
remove, at its expense, from the Demised Premises, all of Tenant's property and
shall repair any damage and make any replacements to the Demised Premises or the
Building resulting from or necessitated by such removal, and shall pay all other
costs of such removal.

l3.04 Any items of Tenant's Property which shall remain in the Demised
Premises after the expiration of this Lease, may, at the option of
the Landlord, be deemed to have been abandoned, and in such case either may
be retained by Landlord as its property or may be disposed of, without
accountability to Tenant in such manner as Landlord may see fit. Tenant
agrees to reimburse landlord for the costs of removal and for the cost of
repairing any damage to the Demised Premises or the Building arising out of
Tenant's failure to remove Tenant's Property pursuant to the terms of this
Lease.

                      ARTICLE 14 -- REPAIRS AND MAINTENANCE

14.01 Tenant shall take good care of the Demised Premises and the fixtures and
appurtenances therein, and at its sole cost and expense shall make all repairs
thereto, as and when needed to preserve them in good working order and condition
except as otherwise provided in Section 14.02 hereof. In addition, Tenant, at
its expense, shall promptly make all repairs, ordinary or extraordinary,
interior or exterior, structural or otherwise, in and about the Demised Premises
and the Building as shall be required by reason or (i) the performance or
existence of work by Tenant necessary to suit the Demised Premises to Tenant's
initial occupancy or in connection with Tenant's changes, (ii) the installation,
use or operation of Tenant's Property in the Demised Premises, (iii) the moving
of Tenant's Property in or out of the Building, or (iv) the misuse or neglect of
Tenant or any of its employees, agents or contractors. Tenant shall not be
responsible, and Landlord shall be responsible, for any repairs to the Demised
Premises as are required by reason of Landlord's neglect or other fault in the
manner of performing any work provided for in Article 2 which Landlord is to
perform in Tenant's changes which may be undertaken by Landlord for Tenant's
account or are otherwise required by reason of neglect or other fault of
Landlord or its employees, agents or contractors.

14.02 Landlord shall keep and maintain the Building and its fixtures,
appurtenances, systems and facilities (including the heating, ventilating and
air-conditioning systems and the central or core elevator and plumbing systems),
serving the Demised Premises, in good working order, condition and repair and
shall make all structural repairs, interior and exterior, except as indicated in
the second sentence of Section 14.01, as and when needed in the Building, except
for those repairs for which Tenant is responsible pursuant to any other
provisions of this Lease, and subject to all other provisions of this Lease,
including but not limited to the provisions of Article 22.

l4.03 Except as expressly otherwise provided in this Lease, Landlord shall have
no liability to Tenant by reason of any inconvenience, annoyance, interruption
or injury to business arising from Landlord or any tenant making any repairs or
changes or performing maintenance services, whether or not Landlord is required
or permitted by this Lease or by law to make such repairs or changes or to
perform such services in or to any portion of the Building or Demised Premises
or in to the fixtures, equipment or appurtenances of the Building or the Demised
Premises provided that Landlord shall be reasonably diligent with respect
thereto and shall perform such work, except in case of emergency, at times
reasonably convenient to Tenant and otherwise in such manner and to the extent
practical as will not unreasonably interfere with Tenant's use and occupancy or
the Demised Premises.

14.04 When used in this Lease the term "repair" shall be deemed to include
restoration and replacements as may be necessary to achieve and/or maintain good
working order and condition.

                         ARTICLE 15 -- SECURITY DEPOSIT

Tenant has deposited with Landlord $24,578.00 as security for the punctual
performance by Tenant of each and every obligation of it under this Lease,
including the restoration of the Premises pursuant to Article 12.01. In the
event of any default by Tenant, Landlord may apply or retain all or any part of
the security to cure the default or to reimburse Landlord for any sum which
Landlord may spend by reason of the default. In the case of every such
application or retention Tenant shall, on demand, pay to Landlord the sum so
applied or retained which shall be added to the Security Deposit so that the
same shall be restored to its original amount. If at the end of the Term Tenant
shall not be in default under this Lease, the Security Deposit, or any balance
thereof, shall be returned to Tenant, within thirty (30) days after the
Expiration Date. In the event of a sale of the land and Building or leasing of
the Building, of which the Demised Premises form a part, Landlord shall have the
right to transfer the security to the vendor or lessee and Landlord shall
thereupon be released by Tenant from all liability for the return of such
security; and Tenant agrees to look to the new Landlord solely for the return of
said security; and it is agreed that the provision hereof shall apply to every
transfer or assignment of the security to a new Landlord. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the monies deposited herein as security and neither the Landlord nor its
successors or assign shall be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.

                             ARTICLE 16-- INSURANCE


<PAGE>


16.01    Tenant shall not violate, or permit the violation of, any condition
         imposed by the standard fire insurance policy then issued for office
         Buildings in the area in which the Building is located and shall not
         do, or permit anything to be done, or keep or permit anything to be
         kept in the Demised Premises which would increase the fire or other
         casualty insurance rate on the Building or the property therein over
         the rate which would otherwise than be in effect (unless Tenant pays
         the resulting increased amount of premium) or which would result in
         insurance companies of good standing refusing to insure the Building or
         any of such property in amounts and at normal rates reasonably
         satisfactory to Landlord. However, Tenant shall not be subject to
         liability or obligation under this Section by reason of the proper use
         of the Demised Premises for executive and administrative offices.

16.02 Tenant shall obtain and keep in full force and effect during the Term at
its own cost and expense, Public Liability insurance, such insurance to afford
protection in an amount of not less than $1,000,000.00 for injury or death to
any one person, $3,000,000.00 for injury or death arising out of any one
occurrence, and $500,000.000 for damage to property, protecting the Landlord and
the Tenant as insureds against any and all claims for personal injury, death or
property damage occurring in, upon, adjacent or connected with the Demised
Premises and ANY part thereof. Said insurance is to be written by insurance
companies admitted to do business in the state of New Jersey which shall he
reasonably satisfactory to the Landlord. The original insurance policies or
appropriate certificates shall be deposited with Landlord together with any
renewals, replacements or endorsements to the end that said insurance shall be
in full force and effect for the benefit of the Landlord during the Term. In the
event Tenant shall fail to procure and place such insurance, the Landlord may,
but shall not be obligated to, procure and place same, in which event the amount
of the premium paid shall be paid by Tenant to Landlord upon demand and shall in
each instance be collectible on the first day of the month or any subsequent
month following the date of payment by Landlord, in the same manner as though,
and same shall be considered to be additional rent reserved hereunder.

16.03 In the event that any dispute should arise between Landlord and Tenant
concerning insurance rates, a schedule or "makeup" of rates for the Building or
the Demised Premises, as the case may be, issued by the Fire insurance Rating
Organization of New Jersey or other similar body making rates for fire insurance
and extended coverage for the premises concerned, shall he presumptive evidence
of the facts therein stated and of the several items and charges in the fire
insurance rates with extended coverage then applicable to such premises.

16.04 Each party agrees to use its best efforts to include in each of its
insurance policies insuring the Building and Landlord's property therein and
rental value thereof, in the case of Landlord and insuring Tenant's Property and
business interest in the Demised Premises (business interruption insurance) in
the case of Tenant, against loss, damage or destruction by fire or other
casualty, a waiver of the insurer's right of subrogation against the other
party, or if such waiver should be unobtainable or unenforceable (a) an express
agreement that such policy shall not be invalidated it the insured waives the
right of recovery against any party responsible for a casualty covered by the
policy before the casualty or (b) any other form of permission for the release
of the other party. If such waiver, agreement or permission shall not be, or
shall cease to be, obtainable without additional charge or at all, the insured
party shall so notify the other party promptly after learning thereof. In such
case, if the other party shall so elect shall pay the insurer's additional
charge therefore, such waiver, agreement or Permission shall be included in the
policy, or the other party shall be named as an additional insured in the
policy, but not the loss payee. Each such policy which shall so name a party
hereto as an additional insured shall contain agreements by the insurer that the
policy will not be cancelled without at least twenty (20) days prior notice to
both insureds and that the act or omission of one insured will not invalidate
the policy as to the other insured. Any failure by Tenant, if named as an
additional insured promptly to endorse to the order of Landlord, without
recourse, any instrument for the payment of money under or with respect to the
policy of which Landlord is the owner or original or primary insured, shall be
deemed a default under this Lease.

l6.05 Each party hereby releases the other party with respect to any claim
(including a claim for negligence) which it might otherwise have against the
other party for loss, damage or destruction with respect to its property
(including rental value or business interruption) occurring during the Term and
with respect and to the extent to which it is insured under a policy or policies
containing a waiver of subrogation or permission to release liability or naming
the other party as an additional insured as provided in Sections 16.04. If
notwithstanding the recovery of insurance proceeds by either party for loss,
damage or destruction of its property (or rental value or business interruption)
the other party is liable to the first party with respect thereto or is
obligated under this Lease to make replacement, repair or restoration or
payment, then provided the first party's right of full recovery under its
insurance policies is not thereby prejudiced or otherwise adversely affected,
the amount of the net proceeds of the first party's insurance against such loss,
damage or destruction shall be offset against the second party's liability to
the first party therefor, or shall be made available to the second party to pay
for replacement, repair or restoration, as the case may be.

16.06 The waiver of subrogation or permission for release referred to in Section
16.04 shall extend to the agents of each party and its and their employees and,
in the case of Tenant, shall also extend to all persons and entities occupying,
using or visiting the Demised Premises in accordance with the terms of this
Lease, but only if and to the extent that such waiver or permission can be
obtained without additional charge (unless such party shall pay much charge).
The releases provided for in section 16.05 shall likewise extend to such agents,
employees and other persons and entities, if and to the extent that such waiver
or permission is effective as to them. Nothing contained in section 16.05 shall
be deemed to relieve either party of any duty imposed elsewhere in this Lease to
repair, restore or rebuild or to nullify any abatement of rents provided for
elsewhere in this Lease. Except as otherwise provided in section 16.02, nothing
contained in section 16.04 and 16.05 shall be deemed to impose upon either party
any duty to procure or maintain any of the kinds of insurance referred to
therein or any particular amounts or limits of any such kinds of insurance.


<PAGE>


                    ARTICLE 17 -- SUDORDINATI0N, ATTORNMENT,
                         NOTICE TO LESSOR ANO MORTGAGEES

17.01 Landlord shall cause the mortgagees under all existing and future superior
mortgages (as hereinafter defined) and the lessors under all existing and future
superior leases (as hereinafter defined) to enter into subordination,
non-disturbance and Attornment agreements with Tenant in the form of Exhibit D
annexed hereto (the "Subordination, Non-Disturbance and Attornment Agreement").
The Subordination Non-Disturbance and Attornment Agreement with respect to the
mortgage encumbering the Building on the date hereof shall be delivered to
Tenant no later than sixty (60) days after the execution and delivery of this
Lease. Provided the provisions of the foregoing sentence are complied with, this
Lease and all rights of Tenant hereunder, are and shall be subject and
subordinate in all respects to all present and future ground leases, over-riding
leases and underlying leases and/or grants of terms of the land and/or the
Building or the portion thereof in which the Demised Premises are located in
whole or in part now or hereafter existing ("superior leases") and to all
mortgages and Building loan agreements, which may now or hereafter affect the
land and/or the Building and/or any of such leases ("superior mortgages")
whether or not the superior leases or superior mortgages shall also cover other
lands and/or Buildings, to each and every advance made or hereafter to be made
under the superior mortgages, and to all renewals, modifications, replacements
and extensions of the superior leases and superior mortgages and spreaders,
consolidations and correlations of the superior mortgages. This Section shall be
self-operative and no further instrument of subordination shall be required. In
confirmation of such subordination, Tenant shall promptly execute and deliver at
its own cost and expense any instrument, in recordable form if required, that
Landlord, the lessor of any superior lease or the holder of any superior
mortgage or any of their respective successors in interest may request to
evidence such subordination, and Tenant hereby constitutes and appoints Landlord
attorney-in-fact for Tenant to execute any such instrument for and on behalf of
Tenant.

17.02 In the event that the lessor of a superior lease or the holder of a
superior mortgage shall succeed to the rights of the Landlord under this Lease
whether through possessory or foreclosure action or proceeding or through
delivery of a new lease, then at the request of any such party, the Tenant shall
attorn to and recognize such party as its Landlord under this Lease. In an such
event, this Lease shall continue in full force and effect as if it were a direct
lease between such party and the Tenant upon all of the terms covenants and
conditions set forth in this Lease and shall be applicable after such
attornment, except that such party shall not (a) be obligated to perform any
work in the Building, including the Demised Premises or prepare them for
occupancy; (b) be obligated to repair replace, rebuild or restore the Building,
or the Demised Premises in the event of damage or destruction, beyond such
repair, replacement, rebuilding or restoration as CAN reasonably be accomplished
from the net proceeds of insurance actually received by, or made available to,
such party; (c) be liable for any previous act or omission by Landlord; (d) be
subject to any liability or offset which shall theretofore accrue to the Tenant
against Landlord; (e) be bound by any previous modification or extension of this
Lease unless filed with such party and made at arms length, in good faith and in
the honest exercise of reasonable business judgment; (f) be bound by any
previous pre-payment of more than one month's fixed rent or other charge, or (g)
be bound by any cancellation or surrender of this Lease or any eviction of the
Tenant by Landlord unless made at arms length, in good faith and in the honest
exercise of reasonable business judqnent.

        17.03 Provided Tenant has received the subordination Non- Disturbance
and Attornment Agreement as required under 17.01 thereof, Tenant agrees to waive
the provisions of any statute or rule or law now or hereafter in effect which
may give or purport to give Tenant any right of election to terminate this Lease
or to surrender possession of the Demised Premises in the event a superior lease
is terminated or a superior mortgage is foreclosed, and that unless and until
said lessor, or holder, as the case may be, shall elect to terminate this Lease,
this Lease shall not be affected in any way whatsoever by any such proceeding or
termination, and Tenant shall take no steps to terminate this Lease without
giving written notice to said lessor under the superior lease, or holder of a
superior mortgage and a reasonable opportunity to cure (without such lessor or
holder being obligated to cure), any default on the part of the Landlord under
this Lease,

                 ARTICLE 18 - ASSIGNMENT, MORTGAGING, SUBLETTING

18.01 Neither this Lease nor the Term and estate hereby granted, nor any part
hereof or thereof, nor the interest of Tenant in any sublease or the rentals
thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise
transferred by Tenant by operation of law or otherwise, and neither the Demised
Premises nor any part thereof, shall be encumbered in any manner by reason of
any act or omission on the part of the Tenant; or anyone claiming under or
through Tenant, or shall be sublet or be used or occupied or permitted to be
used or occupied, or utilized for desk space or for mailing privileges, by
anyone other than Tenant or for any purpose other than as permitted by this
Lease, without the prior written consent of Landlord in every case, except as
expressly otherwise provided in this Article which consent shall not be
unreasonably withheld.

18.02 If this Lease be assigned, whether or not in violation of the provisions
of this lease, Landlord may collect rent from the assignee. If the Demised
Premises or any part thereof be sublet or be used or occupied by anybody other
than Tenant, whether or not in violation of this Lease, Landlord may, after
default try


<PAGE>


          Tenant, and expiration of Tenant's time to cure such default,
          collect rent from the subtenant or occupant. In either event,
          Landlord may apply the net amount collected to the rents herein
          reserved, but no such assignment, subletting, occupancy or
          collection shall be declared a waiver of any of the provisions of
          section 18.01, or the acceptance of the assignee, subtenant or
          occupant as tenant, or a release of tenant from the further
          performance by tenant if Tenant's obligations under this Lease. The
          consent by Landlord to assignment, mortgaging or subletting, or use
          of occupancy by others shall in no wise by considered to relieve
          Tenant from obtaining the express written consent of Landlord to
          any other or further assignment, mortgaging, or subletting or use
          of occupancy by others not expressly permitted by this Article.
1.2  Tenant agrees to pay to Landlord reasonable counsel fees incurred by
Landlord in connection with any proposed assignment of Tenant's interest in this
Lease or any proposed subletting of the Demised Premises or any part thereof,
References in this Lease to use or occupancy by others, that is anyone other
than Tenant, shall not be construed as limited to subtenants and those claiming
under or through Tenant, immediately or remotely.

18.03 Tenant may, upon written notice to Landlord, but without Landlord's
written consent, permit any corporations or other business entities which
control, are controlled by, or are under common control with Tenant (herein
called "related corporations") to use the whole or part of Demised Premises for
any purposes permitted to Tenant, subject however to compliance with Tenant's
obligations under the Lease. Such use shall not be deemed to vest in any such
related corporation any right or interest in this Lease or in the Demised
Premises, nor shall such use release, relieve, discharge or modify any of
Tenant's obligations hereunder.

18.04 With respect to any proposed assignment of this Lease or proposed
subletting at all or a portion of the Demised Premises:

(A) Tenant shall submit to the Landlord a request for consent to such assignment
or sublease together with the name and address of the proposed assignee or
sublessee and such information as to its financial responsibility and standing
as Landlord may require upon receipt or such request and upon the furnishing of
such information by the Tenant, Landlord shall have the option to cancel and
terminate this Lease (i) completely, if the request was for an assignment of
this Lease or subletting of all of the Demised Premises, or (ii) if such request
was for a subletting of a portion of the Demised Premises, then with respect to
such portion.

(B) Landlord shall exercise such option to cancel and terminate by notice in
writing to that effect to Tenant within ten (10) days from receipt of Tenant's
request and the information set forth above, and Landlord's notice shall set
forth the date of cancellation, which date shall be no less then sixty (60) nor
more than ninety (90) days from the date of the service of Landlord's notice. If
such option is so exercised, then upon such date of cancellation the lease for
the entire Demised Premises or specified portion thereof, as the case may be,
shall cease and terminate with the same force and effect as though the date set
forth in the notice were the date set forth in this Lease at the expiration of
the Term, and the Tenant shall surrender possession of the entire Demised
Premises, or portion thereof, as the case may be, in accordance with the
provisions of the Lease relating to surrender of the Demised Premises at the
expiration of the Term. If Landlord exercises the option to cancel the Lease, as
to a portion of the Demised Premises only, the terms of this Lease shall remain
in full force as to the remainder of the Demised Premises, for the balance of
the Term, except to the extent that the area of the Demised Premises is reduced
with a proportionate reduction in rent.

(C) If Landlord does not exercise its option to cancel as aforementioned than
Tenant may assign or sublet all or a portion of the Demised Premises, provided
that Landlord has given its prior written consent and provided further that: (i)
the Tenant is not then in default hereunder; (ii) the rental provided for in
such assignment or sublease is not less than the rental provided for herein;
(iii) the Demised Premises are to be used for executive offices only by a
person, firm or corporation engaged in a lawful commercial business (other than
a business operating data processing machinery in the Demised Premises larger
than desk top size), or for a similar use as Tenant's, but not for the practice
of medicine, (iv) such assignee or sublessee shall be financially responsible
and of good reputation; (v) the business of such assignee or sublessees or the
use to which such Demised Premises shall be put shall not be violation of any
restriction against competition contained in any other lease to which Landlord
is a party; (vi) the assignee or sublessee is not engaged in the containerized
shipping business or as a governmental agency of a communist agency and (vii) a
duplicate original of an instrument in writing assigning this Lease or
subletting the Demised Premises, duly executed by the assignor or sublessor and
assignee or sublessee, as the case may be, in recordable form, containing
therein an assumption by said assignee or an agreement by said sublessee to take
subject to (and an agreement by Tenant to remain liable to Landlord for) all the
terms and conditions of this Lease on the part of the Tenant to be performed

(D) The provisions of this Article 18 shall apply to each such proposed
subletting, none of which shall be effective until all of the foregoing shall
have been complied with. Notwithstanding any subletting, Tenant and any future
sublessor shall remain liable for the full performance of all the terms and
conditions of this lease on the part of the Tenant to be performed.

18.05 Tenant shall not offer to assign or sublet either the entire Demised
Premises or a specified portion thereof to any other Tenant in the Building or
to any party in negotiations with Landlord to lease a portion of the Building.


<PAGE>


               ARTICLE 19 -- COMPLIANCE WITH LAWS AND REQUIREMENTS
                   OF PUBLIC AUTHORITIES: RULES & REGULATIONS

     19.01 Tenant shall promptly notify Landlord of any written notice it
receives of the violation of any law or requirements which shall, with respect
to the Building or the Demised Premises or the use and occupation thereof or the
abatement of any nuisance, impose any violation, order or duty on Landlord or
Tenant, arising from (i) Tenant's use of the Demised Premises, (ii) the manner
of conduct of Tenant's business or operation of its installations, equipment or
other property therein, (iii) any cause or condition created by or at the
instance of Tenant, or (iv) breach of any of Tenant's obligations hereunder

     19.02 Tenant shall promptly furnish to Landlord all information
requested by Landlord which may be required for all reports to be filed by
Landlord in accordance with any directives of the Secretary of the United States
Department of Housing and Urban Development or any statute, rule or regulation
of the United States Department of Housing and Urban Development in connection
with the Urban Development Action Grant used to finance part of the construction
of the Building.

     19.03 Tenant and its employees and agents shall faithfully observe and
comply with the Rules and Regulations annexed hereto as Exhibit "B" and such
reasonable changes therein (whether by modification, elimination or addition) as
Landlord at any time or times hereafter may make and communicate in writing to
Tenant, which do not unreasonably affect the conduct of Tenant's business in the
Demised Premises; provided, however, that in case of any conflict or
inconsistency between the provisions of this Lease and any Rules and Regulations
changed subsequent to the date of this Lease the provisions of this Lease shall
control.

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

                          ARTICLE 20 -- QUIET ENJOYMENT

20.01 Landlord covenants that if, and so long as, Tenant pays all of the Fixed
Rent and additional rent due hereunder, and keeps and performs each and every
covenant, agreement, term, provision and condition herein contained on the part
and on behalf of Tenant to be kept and performed, Tenant shall quietly enjoy the
Demised Premises without hinderance or molestation by Landlord or any other
person lawfully claiming the same, subject to the covenants, agreements, terms,
provisions and conditions of this Lease and to any superior leases and/or
superior mortgages.

                  ARTICLE 21-- NON-LIABILITY & INDEMNIFICATION

     21.01 Neither Landlord nor any agent or employee of Landlord shall be
liable to Tenant, its employees, agents, contractors and licensees, and Tenant
shall hold Landlord harmless from any injury or damage to Tenant or to any other
persons for any damage to, or loss (by theft or otherwise) of, any property of
Tenant and/or of any other person, irrespective of the cause of such injury,
damage or loss, unless caused by or due to the gross negligence of Landlord, its
agents or employees without contributory negligence on the part of Tenant.
Landlord shall not be liable in any event for loss of, damage to, any property
entrusted to any of Landlord's employees or agents by Tenant without Landlord's
specific written consent.

     21.02 Tenant shall defend, indemnify and save harmless Landlord and
its agent and employees against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable experts'
and attorneys' fees, which may be imposed upon or incurred by or asserted
against Landlord and/or its agents by reason of any of the following occurring
during the Term, or during any period of time prior to the Commencement Date
that Tenant may have been given access to or possession of all or any part of
the Demised Premises: (a) any work or thing done in on or about the Demised
Premises or any part thereof by or at the instance of Tenant, its agents,
contractors, subcontractors, servants, employees, licensees or invitees; (b) any
negligence or otherwise wrongful act or omission on the part of Tenant or any of
its agents, contractors, subcontractors, servants, employees, subtenants,
licensees, or invitees; (c) any accident, injury or damage to any person or
property occurring in on or about the Demised Premises or any part thereof, or
vault, passageway or space adjacent thereto; (d) any failure on the part of
Tenant to perform or comply with any of the covenants, agreements, terms,
provisions, conditions or limitations contained in this Lease on its part to be
performed or complied with. In case any action or proceeding is brought against
Landlord by reason of any such claim, Tenant upon written notice from Landlord
shall at Tenant's expense resist or defend such action or proceeding by counsel
approved by Landlord in writing, which approval Landlord shall not unreasonab]y
withhold.

21.03 Whenever either party shall be obligated under the terms of this Lease to
indemnify the other party, the indemnifying party may select legal counsel
(subject to the consent of the indemnified party, which consent shall not be
unreasonably withheld) and shall keep the indemnified party fully appraised at
all times of the status of such defense. Legal counsel of the insurer for either
party is hereby deemed


<PAGE>


satisfactory to both parties.

21.04 Except as otherwise expressly provided herein, this Lease and the
obligations of Tenant to pay rent hereunder and perform all of the other
covenants, agreements, terms, provisions and conditions hereunder on the part of
Tenant to be performed shall in no wise be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease or is
unable to supply or is delayed in supplying any service, express or implied, to
be supplied or is unable to make or is delayed in supplying any equipment or
fixtures if Landlord is prevented or delayed from so doing by reason of any
Unavoidable Delays, as defined in Section 3.02 hereof; provided that Landlord
shall in each instance exercise reasonable diligence to effect performance when
and as soon as possible. However, nothing contained in this Section shall be
deemed to extend or otherwise modify or affect any of the time limits and
conditions set forth in Section 22.03.

                      ARTICLE 22 -- DESTRUCTION AND DAMAGE

22.01 If the Demised Premises and/or access thereto shall be partially or
totally damaged or destroyed by fire or other casualty, then, Landlord shall,
subject to its rights under Section 22.03 hereof, repair the damage and restore
and rebuild the Demised Premises and/or access thereto as nearly as may be
reasonably practical to its condition and character immediately prior to such
damage or destruction, with reasonable diligence after notice to it of the
damage or destruction.

22.02 If the Demised Premises and/or access thereto shall be partially or
totally damaged or destroyed by fire or other casualty not attributable to the
fault, negligence or misuse of the Demised Premises by the Tenant, its agent or
employees under the provisions of this Lease, the rents payable hereunder shall
be abated to the extent that the Demised Premises shall have been rendered
untenantable from the date of such damage or destruction to the date the damage
shall be substantially repaired or restored or rebuilt. Should Tenant reoccupy a
portion of the Demised Premises during the period that the repair, restoration,
or rebuilding is in progress and prior to the date that the same are made
completely tenantable, rents allocable to such portion shall be payable by
Tenant from the date of such occupancy to the date the Demised Premises are made
tenantable.

22.03 In case of substantial damage or destruction of the Demised Premises,
Tenant may terminate this Lease by notice to Landlord, if Landlord has not
completed the making of required repairs and restored and rebuilt the Demised
Premises and/or access thereto within 12 months from the date of such damage or
destruction, and such additional time after such date (but in no event exceed 9
months) as shall equal the aggregate period Landlord may have been delayed in
doing so by adjustment of insurance or Unavoidable Delays.

In case the Building shall be so damaged by such fire or other casualty that
substantial renovation, reconstruction or demolition of the Building shall, in
Landlord's opinion, be required (whether or not the Demised Premises shall have
been damaged by such fire or other casualty), then Landlord may, at its option,
terminate this Lease and the Term and estate hereby granted, by notifying Tenant
of such termination, within sixty (60) days after the date of such damage. If at
any time prior to Landlord giving tenant the aforesaid notice of termination or
commencing the repair and restoration pursuant to Section 22.01, the holder of a
superior mortgage or the lessor of a superior lease or any person claiming under
or through the holder of such superior mortgage or the lessor of such superior
lease takes possession of the Building through foreclosure or otherwise, such
holder, lessor, or person shall have a further period of sixty (60) days from
the date of so taking possession to terminate this Lease by appropriate written
notice to Tenant. In the event that such a notice of termination shall be given
pursuant to either of the next two preceding sentences, this Lease and the Term
and estate hereby granted shall expire as of the date of such termination with
the same effect as if that were the date hereinabove set for the expiration of
the Term, and the Fixed Rent and additional rent due and to become due hereunder
shall be apportioned as of such date if not earlier abated pursuant to Section
22.02. Nothing contained in this Section 22.03 shall relieve Tenant from any
liability to Landlord or to its insurers in connection with any damage to the
Demised Premises or the Building by fire or other casualty if Tenant shall be
legally liable in such respect.

22.04 No damages, compensation or claim shall be payable by Landlord for
inconvenience, loss of business or annoyance arising from any repair or
restoration of any portion of the Demised Premises or of the Building pursuant
to this Article. Landlord shall use its best efforts to effect such repair or
restoration promptly and in such manner as not unreasonably to interfere with
Tenant's use and occupancy.

22.05 Landlord will not carry insurance of any kind on Tenant's Property, and,
except as provided by law or its breach of any of its obligations hereunder,
shall not be obligated to repair any damage thereto or replace the same.

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


<PAGE>


22.07 Landlord shall maintain appropriate insurance for the Building.
Notwithstanding any of the foregoing provisions of this Lease if Landlord or the
lessor of any superior lease or the holder of any superior mortgage shall be
unable to collect all of the insurance proceeds (including rent insurance
proceeds) applicable to damage or destruction of the Demised Premises or the
Building by fire or other cause, by reason of some action or inaction on the
part of Tenant or any of its employees, agents or contractors, then, without
prejudice to any other remedies which may be available against Tenant, the
abatement of Tenant's rents provided for in this Article shall not be effective
to the extent of the uncollected insurance proceeds.

                          ARTICLE 23 -- EMINENT DOMAIN

23.01 In the event that the land, Building or any part thereof, or the Demised
Premises or any part thereof, shall be taken in condemnation proceedings or by
the exercise of any right of eminent domain or by agreement between any superior
lessors and lessees and/or Landlord on the one hand and any governmental
authority authorized to exercise such right on the other hand, Landlord shall be
entitled to collect from any condemnor the entire award or awards that may be
made in any such proceeding without deduction therefrom for any estate hereby
vested in or owned by Tenant, to be paid out as in this Article provided. Tenant
hereby expressly assigns to Landlord all of its right, title and interest in or
to every such award (with the exception of that portion of the award
specifically allocated as Tenant's moving expenses, to the extent that the same
does not decrease Landlord's award) and also agrees to execute any and all
further documents that may be required in order to facilitate the collection
thereof by Landlord,

23.02 At any time during the Term if title to the whole or substantially all of
the land, Building and/or Demised Premises shall be taken in by condemnation
proceedings or by the exercise of any right of eminent domain or by agreement
between any superior lessors and lessees and/or Landlord on the one hand and any
governmental authority authorized to exercise such right on the other hand, this
Lease shall terminate and expire on the date of such taking and the Fixed Rent
and additional rent provided to be paid by Tenant shall be apportioned and paid
to the date of such taking.

23.03 However, if substantially all of the land or Building is not so taken and
if only a part of the entire Demised Premises shall be so taken, this Lease
nevertheless shall continue in full force and effect, except that either party
may elect to terminate this Lease if that portion of the Demised Premises then
occupied by Tenant shall be reduced by more than 25%, by notice of such election
to the other party given not later than thirty (30) days after (i) notice of
such taking is given by the condemning authority, or (ii) the date of such
taking, whichever occurs later. Upon the giving of such notice this Lease shall
terminate on the date of service of such notice and the Fixed Rent and
additional rent due and to become due, shall be prorated and adjusted as of the
date of the taking. If both parties fail to give such notice upon such partial
taking, and this Lease continues in force as to any part of the Demised Premises
not taken, the rents apportioned to thc part taken shall be prorated and
adjusted as of the date of taking and from such date the Fixed Rent and
additional rent shall be reduced to the amount apportioned to the remainder of
the Demised Premises, and the Tenant's Share shall be recomputed to reflect the
number of square feet of Tenant's Floor Space remaining in the Demised Premises
in relation to the number of square feet of Total Building Floor Space remaining
in the Building.

23.04 Notwithstanding the foregoing provisions of this Article and subject to
the interest of any mortgagees or lessor or grantor under any superior mortgage
or superior lease, Tenant shall be entitled to appear, claim, prove and receive
in the proceedings relating to any taking mentioned in the preceding Sections of
this Article, such portion of each award made therein as represents the then
value of Tenant's Property.

23.05 In the event of any such taking of less than the whole of the Building
which does not result in a termination of this Lease, Landlord, at its expense,
shall proceed with reasonable diligence to repair, alter and restore the
remaining part of the Building and the Demised Premises to substantially the
same condition as it was in immediately prior to such taking to the extent that
the same may be feasible, so as to constitute a tenantable Building and Demised
Premises, providing that Landlord's liability under this Section shall be
limited to the amount received by Landlord as an award arising out of such
taking.

                             ARTICLE 24 -- SURRENDER

24.01 On the last day of the Term, or upon any earlier termination of this
Lease, or upon any re-entry by Landlord upon the Demised Premises, Tenant shall
quit and surrender the Demised Premises to the Landlord broom clean, in good
order, condition and repair except for ordinary wear and tear and damage by fire
or other insured casualty, restored as provided in Section 12.01.


<PAGE>


         24.02 Prior to such surrender, Tenant shall (a) remove Tenant's
Property subject to the provisions of Article 13 hereof, (b) at Landlord's
request remove from the Demised Premises all improvements, alterations,
additions, fixtures and equipment (sometimes herein called "additional work")
other than Tenant's work attached hereto as Exhibit C, whether such additional
work was performed by Tenant or by Landlord on Tenant's behalf, and whether such
additional work consisted of extra or special work or additional items or
quantities of Building standard work, and (c) at Landlord's request, repair any
damage and make any replacements to the Building or the Demised Premises
resulting from or necessitated by such removal, and restore those parts of the
Demised Premises from which the removal referred to in subparagraphs (a) and (b)
above occurred, to a condition which will blend with and be comparable to
adjacent areas. Tenant's removal and repair obligations hereunder with respect
to the Demised Premises shall extend to the core area or any other part of the
Building where any additional work was performed by or on behalf of Tenant. If
Tenant shall fail to perform as provided in this Section 24.02, Landlord shall
have the right to do so at Tenant's cost and expense, without further notice or
demand upon Tenant, and Tenant shall indemnify Landlord against all loss or
liability resulting therefrom, including, without limitation, any delay in
granting occupancy of the Demised Premises to a future occupant.

                      ARTICLE 25-- CONDITIONS OF LIMITATION

25.01 This Lease and the estate hereby granted are subject inter alia to the
limitation that whenever Tenant shall make an assignment for the benefit of
creditors, or shall file a voluntary petition under any bankruptcy or insolvency
law, or an involuntary petition alleging an act of bankruptcy or insolvency is
filed against Tenant, or whenever a petition shall be filed by or against Tenant
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or any future federal bankruptcy
act or any other present or future applicable federal, state or other statute or
law, or shall seek or consent to or acquiesce in the appointment of any trustee,
receiver or liquidator of Tenant or of all or any substantial part of its
properties, or whenever a permanent or temporary receiver of Tenant or of, or
for, the property of Tenant shall be appointed, or if Tenant shall plead
bankruptcy or insolvency as a defense in any action or proceeding, then,
Landlord, (a) at any time after receipt of notice of the occurrence of any such
event, or (b) if such event occurs without the acquiescence of Tenant, at any
time after the event continues for sixty (60) days, may give Tenant a notice of
intention to end the Term at the expiration of five (5) days from the service of
such notice of intention, and upon the expiration of said five (5) day period
Lease and the Term and estate hereby granted, whether or not the Term shall
theretofore have commenced, shall terminate with the same effect as if that day
were the Expiration Date, but Tenant shall remain liable for damages as provided
as in Article 27.

      25.02 This Lease and the Term and estate hereby granted and subject to
the further limitation that, (a) whenever Tenant shall default in the payment
of any installment of Fixed Rent, or in the payment of any additional rent,
on any day upon which the same shall be due and payable and such default
shall continue for five (5) days after the giving of notice thereof by
Landlord, or (b) whenever Tenant shall do or permit anything to be done,
whether by action or inaction, contrary to any of Tenant's obligations
hereunder, and if such situation shall continue and shall not be remedied by
Tenant within fifteen (15) days after Landlord shall have given to Tenant a
notice specifying the same, or, in the case of a happening or default which
cannot with due diligence be cured within a period of fifteen (15) days and
the continuance of which for the period required for cure will not subject
Landlord to the risk of criminal liability or termination of any superior
lease or foreclosure of any superior mortgage, if Tenant shall not duly
institute within such fifteen (15) day period and promptly and diligently
prosecute to completion all steps necessary to remedy the same, or (c)
whenever any event shall occur or any contingency shall arise whereby this
Lease or any interest therein or the estate hereby granted or any portion
thereof or the unexpired balance of the Term hereof would, by operation of
law or otherwise, devolve upon or pass to any person, firm or corporation
other than Tenant, except as expressly permitted by Article 18 or (d)
whenever Tenant shall abandon the Demised Premises, or a substantial portion
of the Demised Premises shall remain vacant for a period of ten (10)
consecutive days, unless such vacancy arises as a result of a casualty; then
in any such event covered by subsections a, b, c or d of this Section 25.2 at
any time thereafter, Landlord may give to Tenant a notice of intention to end
the Term of this Lease at the expiration of three (3) days from the date of
the service of such notice of intention, and upon the expiration of said
three (3) days this Lease and the Term and the estate hereby granted, whether
or not the Term shall theretofore have commenced, shall terminate with the
same effect as if that day were the Expiration Date, but Tenant shall remain
liable for damages as provided in Article 27.

                   ARTICLE 26-- RE-ENTRY BY LANDLORD --DEFAULT
                                   PROVISIONS

26.01 If this Lease shall terminate for any reason whatsoever, Landlord or
Landlord's agents and employees may, without further notice, immediately or at
any time thereafter, enter upon and re-enter the Demised Premises, or any part
thereof, and possess or repossess itself thereof either by summary dispossess
proceedings, ejectment or by any suitable action or proceeding at law, or by
agreement, or by force or otherwise, and may dispossess and remove Tenant and
all other persons and property from the Demised Premises without being liable to
indictment, prosecution or damages therefor, and may repossess the same, and may
remove any persons therefrom, to the end that Landlord may have, hold and


<PAGE>


enjoy the Demised Premises and the right to receive all rental income again
as and of its first estate and interest therein. The words "enter" or
"re-enter", "possess" or "repossess" as herein used, are not restricted to
their technical legal meaning. In the event of the termination of this Lease,
or of re-entry by summary dispossess proceedings, ejectment or by any
suitable action or proceeding at law, or by agreement, or by force or
otherwise by reason of default hereunder on the part of Tenant, Tenant shall
thereupon pay to Landlord the Fixed Rent and additional rent due up to the
time of such termination of this Lease or of such recovery of possession of
the Demised Premises by Landlord, as the case may be, and shall also pay to
Landlord damages as provided in Article 27.

         26.02 In the event of any breach or threatened breach by Tenant of any
of the agreements, terms, covenants or conditions contained in this Lease,
Landlord shall be entitled to enjoin such breach or threatened breach and shall
have the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise as though re-entry, summary proceedings, and other remedies
were not provided for in this Lease.

         26.03 Each right and remedy of Landlord provided for in this Lease
shall be cumulative and shall be in addition to every other right or remedy
provided for in this Lease or now or hereafter existing at law or in equity or
by statute or otherwise, and the exercise or beginning of the exercise by
Landlord of any one or more of the right or remedies provided for in this lease
or now or hereafter existing at law or in equity or by statute or otherwise
shall not preclude the simultaneous or later exercise by Landlord of any or all
other rights or remedies provided for in this Lease or now or hereafter existing
at law or in equity or by statue or otherwise,

         26.04 If this Lease shall terminate under the provisions of Article 25,
or if Landlord shall re-enter the Demised Premises under the provisions of this
Article 26, or in the event of the termination of this Lease, or of re-entry, by
or under any summary dispossess or other proceeding or action or any provision
of law by reason of default hereunder on the part of Tenant, Landlord shall be
entitled to retain all monies, if any, paid by Tenant to Landlord, whether as
advance rent, security or otherwise, but such monies shall be credited by
Landlord against any Fixed Rent or additional rent due from Tenant under Article
27 or pursuant to law.

                              ARTICLE 27 -- DAMAGES

27.01 If this Lease is terminated under the provisions of Article 25, or if
Landlord shall re-enter the Demised Premises under the provisions of Article 26
or in the event of the termination of this Lease, or of re-entry by summary
dispossess proceedings, ejectment or by any suitable action or proceeding at
law, or by agreement, or by force or otherwise, by reason of default hereunder
on the part of Tenant, Tenant shall pay to landlord as damages, at the election
of Landlord, on demand either,

(a) a sum which at the time of such termination of this Lease or at the time of
any such re-entry by Landlord, as the case may be, represents the excess of (1)
the aggregate of the Fixed Rent and the additional rent payable hereunder which
would have been payable by Tenant (conclusively presuming the additional rent to
be the same as was payable for the year immediately preceding such termination)
for the period commencing with such earlier termination of this Lease or the
date of any such re-entry, as the case may be, and ending with the expiration of
the Term, had this Lease not so terminated or had Landlord not so re-entered the
Demised Premises over (2) the aggregate rental value (calculated as of the date
of such termination or re-entry) of the Demised Premises for the same period,
or,

(b) a sum equal to the Fixed Rent and the additional rent (as above presumed)
payable hereunder which would have been payable by Tenant had this Lease not so
terminated, or had Landlord not so re-entered the Demised Premises, payable
quarterly or otherwise upon the terms therefor specified herein following such
termination or such re-entry and until the expiration of the Term, provided,
however, that if Landlord shall relet the Demised Premises or any portion or
portions thereof during said period, Landlord shall credit Tenant with the net
rents such net rents to be determined by first deducting from the gross rents as
and when received by Landlord from such reletting the expenses incurred or paid
by Landlord in terminating this Lease or in re-entering the Demised Premises and
in securing possession thereof, as well as the expenses of reletting, including
altering and preparing the Demised Premises or any portion or portions thereof
for new tenants, brokers' commissions, advertising expenses, attorneys' fees,
and all other expenses properly chargeable against the Demised Premises and the
rental therefrom; it being understood that any such reletting may be for a
period shorter or longer than the remaining Term of this Lease, but in no event
shall Tenant be entitled to receive any excess of such net rents over the sums
payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any
suit for the collection of damages pursuant to this Subsection to a credit in
respect of any net rents from a reletting, except to the extent that such net
rents are actually received by Landlord, If the Demised Premises or any part
thereof should be relet in combination with other space, then proper
apportionment shall be made of the rent received from such reletting and of the
expenses of reletting.

If the Demised Premises or any part thereof be relet by Landlord for the
unexpired portion of the Term, or any part thereof, before presentation of proof
of such damages to any court, commission, or tribunal, the amount of rent
payable upon such reletting shall, prima facie, be the fair and reasonable
rental value for the Demised Premises or any part thereof or evidence of damage
for failure to collect any rent due upon any such reletting.


<PAGE>


         27.02 Suit or suits for the recovery of such damages, or any
installments thereof, may be brought by Landlord from time to time at its
election, and nothing contained herein shall be deemed to require Landlord to
postpone suit until the date when the Term would have expired if it had not been
so terminated under the provision of Article 26, or under any provision of law,
or had landlord not re-entered the Demised Premises. Nothing herein contained
shall be construed to limit or preclude recovery by Landlord against Tenant of
any sums or damages to which, in addition to the damages particularly provided
above, Landlord may lawfully be entitled by reason of any default hereunder or
otherwise on the part of Tenant. Nothing herein contained shall be construed to
limit or prejudice the right of the Landlord to prove and obtain as damages by
reason of the termination of this Lease or re-entry on the Demised Premises for
the default of Tenant under this Lease, an amount equal to the maximum allowed
by any statute or rule of law in effect at the time when, and governing the
proceedings in which, such damages are to be proved whether or not such amount
be greater, equal to, or less than any of the sums referred to Section 27.01.

         27.03 Anything in this Lease to the contrary notwithstanding, if Tenant
shall at any time be in default hereunder, and if Landlord shall institute an
action or summary proceeding against Tenant based upon such default, or if such
default results from non-payment of Fixed Rent or additional rent whether or not
such an action or proceeding is instituted, then Tenant shall reimburse
Landlord, as additional rent, for the expense of attorneys' fees and
disbursements thereby incurred by Landlord, so far as the same are reasonable.

                              ARTICLE 28 -- WAIVERS

         28.01 Tenant, for itself, and on behalf of any and all persons claiming
through or under Tenant, including creditors of all kinds, does hereby waive and
surrender all right and privilege so far as is permitted by law, which they or
any of them might have under or by reason of any present or future law, of the
service of any notice of intention to re-enter and also waives any and all right
of redemption or re-entry or repossession in case Tenant shall be dispossessed
or ejected by process of law, or in case of re-entry or repossession by
Landlord, or in case of any expiration or termination of this Lease as herein
provided.

         28.02 Tenant waives Tenant's rights, if any, to designate the items
against which any payments made by Tenant are to be credited, and Tenant agrees
that Landlord may apply any payments made by Tenant to any items against which
any such payments shall be credited.

         28.03 Tenant waives Tenant's rights, if any, to assert a counterclaim
in any summary proceeding brought by Landlord against Tenant, and Tenant agrees
to assert any such claim against Landlord only by way of a separate action or
proceeding.

         28.04 To the extent permitted by applicable law, Landlord and Tenant
hereby waive trial by jury in any action, proceeding or counterclaim brought by
either against the other on any matter whatsoever arising out of or in any way
connected with this Lease, the relationship of Landlord and Tenant, or Tenant's
use of occupancy of the Demised Premises, or any emergency or other statutory
remedy with respect thereto.

         28.05 The provisions of Article 8 and 9 shall be considered express
agreements governing the services to be furnished by Landlord, and Tenant agrees
that any laws and/or requirements of public authorities, now or hereafter in
force, shall have no application in connection with any enlargement of
Landlord's obligations with respect to such services.

                 ARTICLE 29 -- NO OTHER WAIVERS OR MODIFICATIONS

         29.01 The failure of Landlord to insist on any one or more instances
upon the strict performance of any one or more of the agreements, terms,
covenants, conditions or obligations of this Lease, Exhibits and Riders thereto,
or to exercise any right, remedy or election herein contained, shall not be
construed as a waiver or relinquishment for the future of the performance of
such one or more obligations of this Lease or of the right to exercise such
election, but the same shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission. The manner of enforcement or
the failure of Landlord to enforce any of the Rules and Regulations set forth
herein, or hereafter adopted against the Tenant and/or any other tenant in the
Building shall not be deemed a waiver of any such Rules and Regulations. No
executory agreement hereafter made between Landlord and Tenant shall be
effective to change, modify, waive, release, discharge, terminate or affect an
abandonment of this Lease, in whole or in part, unless such executory agreement
is in writing, refers expressly to this Lease and is signed by the party against
whom enforcement of the change, modification, waiver, release, discharge or
termination or effectuation of the abandonment is sought.

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

(a) no agreement to accept a surrender of all or any part of the Demised
Premises shall be valid unless in writing and signed by Landlord. The delivery
of keys to an employee of Landlord or of its agent shall


<PAGE>


not operate as a termination of this Lease or a surrender of the Demised
Premises. If Tenant shall at any time request Landlord to sublet the Demised
Premises for Tenant's account, Landlord or its agent is authorized to receive
said keys for such purposes without releasing Tenant from any of its
obligations under this Lease, and Tenant hereby releases Landlord from any
liability for loss or damage to any of Tenant's Property in connection with
such subletting.

(b) the receipt or acceptance by Landlord of rents with knowledge of breach by
Tenant of any term, agreement, covenant, condition or obligation of this Lease
shall not be deemed a waiver of such breach.

(c) no payment by Tenant or receipt by Landlord of a lesser amount than the
correct Fixed Rent or additional rent due hereunder shall be deemed to be other
than a payment on account, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed to affect or evidence
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance or pursue any other
remedy in this Lease or provided at law.

(d) if, in connection with obtaining, continuing or renewing financing for which
the Building, land or a leasehold or any interest therein represents collateral
in whole or in part, a bank, insurance company or other lender shall request
reasonable


<PAGE>


modifications of this Lease as a condition of such financing, Tenant will not
unreasonably withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or adversely
affect to a material degree the Tenant's leasehold interest hereby created.

             ARTICLE 30-- CURING TENANT'S DEFAULTS, ADDITIONAL RENT

         30.01 If Tenant shall default in the performance of any of its
obligations under this Lease, Landlord, without thereby waiving such default,
may (but shall not be obligated to) perform the same for the account and at the
expense of Tenant, without notice, in a case of emergency, and in any other
case, only if such default continues after the expiration of ten (10) days from
the date Landlord gives Tenant notice of intention so to do.

         30.02 Bills for any expenses incurred by Landlord in connection with
any such performance by it for the account of Tenant, and bills for all costs,
expenses and disbursements of every kind and nature whatsoever, including
reasonable counsel fees, involved in collecting or endeavoring to collect the
fixed rent or additional rent or any part thereof or enforcing or endeavoring to
enforce any rights against Tenant, under or in connection with this Lease, or
pursuant to law, including any such cost, expense and disbursement involved in
instituting and prosecuting summary proceedings, as well as bills for any
property, material, labor or services provided, furnished, or rendered, by
Landlord may be sent by Landlord to Tenant monthly, or presented immediately, at
Landlord's option, and, shall be due and payable in accordance with the terms of
such bills.

                   ARTICLE 31-- NOTICES -- SERVICE OF PROCESS

         31.01 Any notice, statement, demand, request or other communication
required or permitted pursuant to this Lease or otherwise shall be in writing
and shall be deemed to have been properly given if sent by registered or
certified mail, return receipt requested, postage prepaid, addressed to the
other party at the address hereinabove set forth (except that after the
Commencement Date, Tenant's address, unless Tenant shall give notice to the
contrary, shall be the Building), and shall be deemed to have been given on the
expiration of five (5) business days after mailing. Either party may, by notice
as aforesaid, designate a different address or addresses for notices,
statements, demands or other communications intended for it. However, notices
requesting after hours service pursuant to Sections 8.01 and 9.01 may be given,
provided they are in writing, by delivery to the Building Superintendent or any
other person in the Building designated by Landlord to receive such notices, and
notice of fire, accident or other emergency shall be given by telegram or by
personal delivery of written notice to that address designated for this purpose
from time to time by the respective parties hereto,

         31.02 Whenever either party shall consist of more than one person or
entity, any notice, statement, demand, or other communication required or
permitted, or any payment to be made shall be deemed duly given or paid if
addressed to or by (or in the case of payment by check, to the order of) any
such persons or entities who shall be designated from time to time as the
authorized representative of such party. Such party shall promptly notify the
other of the identity of such person or entity who is so to act on behalf of all
persons and entities then comprising such party and of all changes in such
identity.

         31.03 Tenant agrees to give any Mortgagee, by Certified Mail, a copy of
any Notice of Default served upon the Landlord by Tenant provided that prior to
such notice Tenant has been notified, in writing, (by way of Notice of
Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee.
Tenant further agrees that if Landlord shall have failed to cure such default
within the time provided for in this Lease, then the Mortgagee shall have an
additional thirty (30) days within which to cure such default or if such default
cannot be cured within that time, then such additional time as may be necessary
if within such thirty (30) days, any Mortgagee has commenced and is diligently
pursuing the remedies necessary to cure such default, (including but not limited
to commencement of foreclosure proceedings, if necessary to effect such cure) in
which event this lease shall not be terminated while such remedies are being so
diligently pursued.

                 ARTICLE 32 -- ESTOPPEL CERTIFICATE, MEMORANDUM

         32.01 Tenant agrees, at any time and from time to time, as requested by
Landlord, upon not less than ten (10) days' prior notice, to execute and deliver
without cost or expense to the Landlord a statement certifying that this Lease
is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect except as modified and stating the
modifications), certifying the dates to which the Fixed Rent and additional rent
have been paid, and stating whether or not, to the best knowledge of the Tenant,
the Landlord is in default in performance of any of its obligations under this
Lease, and, if so, specifying each such default of which the Tenant may have
knowledge, it being intended that any such statement delivered pursuant thereto
may be relied upon by any other person with whom the Landlord may be dealing.
The foregoing obligation shall be deemed a substantial obligation of the
tenancy, the breach of which shall give Landlord those remedies herein provided
for an event of default.


<PAGE>


         32.02 Tenant agrees not to record this Lease. At the request of either
party, Landlord and Tenant shall promptly execute, acknowledge and deliver a
memorandum with respect to this Lease sufficient for recording which Tenant may
record. Such memorandum shall not in any circumstances be deemed to change or
otherwise affect any of the obligations or provision of this Lease.

                     ARTICLE 33 -- NO OTHER REPRESENTATIONS,
                           CONSTRUCTION, GOVERNING LAW

         33.01 Tenant expressly acknowledges and agrees that Landlord has not
made and is not making, and Tenant, in executing and delivering this Lease, is
not relying upon any warranties, representations, promises or statements, except
to the extent that the same are expressly set forth in this Lease or in any
other written agreement which may be made and executed between the parties
concurrently with the execution and delivery of this Lease and shall expressly
refer to this Lease. This Lease and said other written agreement(s) made
concurrently herewith are hereinafter referred to as the "lease documents". It
is understood and agreed that all understandings and agreements heretofore had
between the parties are merged in the Lease documents, which alone fully and
completely express their agreements and that the same are entered into after
full investigation, neither party relying upon any statement or representation
not embodied in the Lease documents, made by the other.

         33.02 If any of the provisions of this Lease, or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such provision
or provisions to persons or circumstances other than those as to whom or which
it is held invalid or unenforceable, shall not be affected thereby, and every
vault space and all such areas not within the property line of the Building,
which Tenant may be permitted to use and/or occupy, is to be used and/or
occupied under a revocable license, and if any such license be revoked, or if
the amount of such space or area be diminished or required by any federal, state
or municipal authority or public utility, Landlord shall not be subject to any
liability nor shall Tenant be entitled to any compensation or diminution or
abatement of rent nor shall such revocation diminution or requisition be deemed
constructive or actual eviction. Any tax fee or charge of municipal authorities
for such vault or area shall be paid by Tenant.

                       ARTICLE 37 -- INABILITY TO PERFORM

This Lease and the obligation of Tenant to pay rent hereunder and perform all of
the other covenants and agreements hereunder on part of Tenant to be performed
shall in no wise be affected, impaired or excused because Landlord is unable to
fulfill any of its obligations under this lease or to supply or is delayed in
supplying any service expressly or impliedly to be supplied or is unable to
make, or is delayed in making any repair, additions, alterations or decorations
or is unable to supply or is delayed in supplying any equipment or fixtures if
Landlord is prevented or delayed from so doing by reason of strike or labor
troubles or any cause whatsoever including but not limited to, government
preemption in connection with a National Emergency or by reason of any rule,
order or regulation of any department or subdivision thereof of any government
agency or by reason of the conditions of supply and demand which have been or
are affected by war or other emergency.

                       ARTICLE 38 -- LIABILITY OF LANDLORD

Tenant shall look solely to the estate and interest of landlord, its successors
and assigns, in the land and Building for the collection of a judgment (or other
judicial process) requiring the payment of money by Landlord in the event of any
default by Landlord hereunder, and no other property or assets of Landlord shall
be subject to levy, execution or other enforcement procedure for the
satisfaction of Tenant's remedies under or with respect to either' this Lease,
the relationship of Landlord and Tenant hereunder or Tenant's use and occupancy
of the Demised Premises. Neither the partners comprising Landlord (the
"Partners"), nor the partners, shareholders, directors and officers of Landlord
or the Partners shall be liable for the performance of Landlord's obligations
under this Lease,

                              ARTICLE 39--BROKERAGE

Tenant represents and warrant that it has dealt only with Dolan Realty, Inc, and
Archie Schwartz Company in connection with this Lease and Tenant does hereby
agree to indemnify and hold harmless the Landlord of and from any and all loss,
costs, damage or expense (including, without limitation, attorneys' fees and
disbursements) incurred by the Landlord by reason of any claim of or liability
to any other broker who shall claim to have dealt with Tenant in connection with
this Lease.

                      ARTICLE 40--EARLY TERMINATION OPTION

40.01 At any time subsequent to the end of the sixtieth (60) month of the Term
of the Lease, Tenant, at Tenant's option may terminate this Lease upon (i) at
least three (3) months prior written notice by Tenant


<PAGE>


of Tenant's intent to terminate the Lease at specified date (hereinafter the
"Early Termination Date") and (ii) payment by Tenant to Landlord of an Early
Lease Termination Fee equal to all unamortized costs of Landlord, for
brokerage commissions and attorneys fees and costs associated with the Lease
plus a sum equal to twenty-five (25%) percent of the Fixed Rent for the
remaining term of the Lease,

      40.02 All of Tenant's duties and responsibilities set forth in Article 24
shall be binding upon Tenant in the event of an early termination of this Lease
pursuant to this Article 40.

                      ARTICLE 41--MISCELLANEOUS PROVISIONS

41.01 All work, including but not limited to, waxing or additional cleaning that
Tenant does or shall do in the Demised Premises, shall be done by contractors
employing union labor, approved in writing by Landlord and shall at all times
conform to the standards of the Building and shall comply with all laws and/or
requirements of public authorities. Tenant, as additional rent, shall indemnify
and hold harmless Landlord against any loss or damage Landlord may sustain by
reason of, and against, any order, decrees, judgments, attorney's fees and
expenses resulting from, failure of Tenant to comply with the provisions hereof.

41.02 The Article headings in this Lease and the Table of Contents prefixed to
this Lease are inserted only as a matter of convenience or reference, and are
not to be given any effect whatsoever in construing this Lease.

IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.

                                    LANDLORD:

                                        EVERGREEN AMERICA CORPORATION

                                        By: __________________________

Witness for Landlord

                                     TENANT:

                                        PT-1 COMMUNICATIONS, INC.

                                        By: __________________________

                                        Its: __________________________
                                                 (Title)

Witness for Tenant