<PAGE>

                               EXHIBIT 10.28

</PAGE>        


        THIS LEASE, made as of the 20th day of July, 1995, by and between 46.25
ASSOCIATES,  L.P.,  a  Delaware  limited  partnership having an office and P.0.
Address  at  c/o  National  Realty  & Development Corp., 3 Manhattanville Road,
Purchase,  New  York  10577  (hereinafter  referred  to  as  "Landlord")  and
MICROFRAME,  INC.,  a New Jersey corporation, having its principal office at 21
Meridian Road, Edison, New Jersey 08820 (hereinafter referred to as "Tenant").


                      W I T N E S S E T H:


        WHEREAS, the Landlord has constructed a multi-use building (hereinafter
referred  to  as  "Building")  for  the  purposes  of office use and processing
operations  for   distribution in conjunction with the business being conducted
in  the  office  portions   of the Building, commonly known as Building No. 300
located  within  the area  designated as Lot No. 46.25 (hereinafter referred to
as  "Lot  No.  46.25")  on  the  attached plot plan (hereinafter referred to as
"Plot  Plan")  which  is annexed hereto  as Exhibit "A" and made a part hereof;
and

        WHEREAS, Landlord has constructed or may construct additional buildings
on Lot Nos. 46.24 and 46.25; and

           WHEREAS, Tenant is desirous of leasing from Landlord and Landlord is
desirous of leasing to Tenant certain premises in the MIDDLESEX BUSINESS CENTER
(hereafter referred to as "Center") hereinafter described, upon and  subject to
the provisions, agreements, covenants and conditions set forth herein;

        NOW, THEREFORE, it is mutually agreed as follows:


              ARTICLE 1. DEMISED PREMISES AND TERM

            Section 1.01.(a) In consideration of the rents and additional rents
hereinafter  reserved  and  all  of  the  provisions, agreements, covenants and
conditions hereinafter contained, Landlord hereby leases and demises to Tenant,
and  Tenant  hereby  hires,  leases and takes from Landlord approximately 5,112
square feet of floor space ("Floor Space") in the Building and the loading dock
facilities  appurtenant  thereto  ("Loading Dock"), more particularly indicated
and  described by cross-hatching on the Plot  Plan (the Floor Space and Loading
Dock  being  hereinafter  collectively  referred to  as the "Demised Premises")
located  on  Lot  No.  46.25  in  the  Center  located  in the BOROUGH of SOUTH
PLAINFIELD,  COUNTY  OF  MIDDLESEX  and  STATE OF NEW JERSEY, together with all
improvements  to  be  constructed  thereon  by the Landlord for the  use of the
Tenant, and all easements, tenements and appurtenances thereto.

          Section 1.01.(b) The parties acknowledge that the Landlord intends to
erect  or has erected other buildings on Lot Nos. 46.24 and 46.25 (which may be
different in design  and construction from the Building) which buildings may be
constructed  at the sole  option of Landlord.  Landlord shall have sole control
and discretion in connection  with the scope, design and aesthetics of any such
additional  construction.    Landlord  shall  perform  any  such  additional
construction  in  a  manner so as to minimize interference with Tenant's use of
the  Demised  Premises  for  the  purposes  set  forth  in Section 2.01 hereof,
provided that in no event shall Landlord be required to use overtime or premium
pay  labor.  If any such additional construction prevents Tenant from using the
Demised  Premises  for  the purposes set forth in Section 2.01 hereof for three
(3)  consecutive  days,  then  all  annual minimum rent and all additional rent
payable  pursuant  to  Section 7.03, Article 12 and Article 14 shall abate from


                                       1 <PAGE>
 

the  day  such  additional construction prevented Tenant from using the Demised
Premises  for the purposes set forth in Section 2.01 hereof to the day on which
such  additional  construction no longer prevents Tenant from using the Demised
Premises for the purposes set forth in Section 2.01 hereof.

          Section 1.01.(c)  The Demised Premises are demised and let subject to
(i)  the  existing state of the title thereof; (ii) any state of facts which an
accurate  survey    or  physical  inspection  thereof might disclose; (iii) all
zoning  regulations,  restrictions,  rules  and  ordinances  now  in  effect or
hereafter  adopted by any  governmental authority having jurisdiction; and (iv)
any  utility,  sewer or drainage  easements or agreements and the installations
made  pursuant  thereto  now  existing  or  hereafter granted or installed; all
without  representation or warranty by  Landlord, except as expressly set forth
herein.  Landlord represents that to its knowledge, as of the date hereof, none
of the foregoing will prohibit the use of the Demised Premises for the purposes
set forth in Section 2.01 hereof.

        Section 1.02.  As long as Tenant occupies the Demised Premises, Tenant,
together  with  its  employees,  customers, invitees and business guests, shall
have  the    right  to  use,  in common with Landlord, its successors, assigns,
tenants,  subtenants,    designees, concessionaires, licensees and any of their
customers,  invitees,  and    business guests, all of the Common Areas (as such
term  is  defined  in  Section 12.01  hereof) at any time and from time to time
existing  within  Lot  Nos. 46.24 and 46.25, except for  areas reserved for the
exclusive use of other tenants, occupants, or designees and  except for periods
of  time  during  which  the  Common  Areas  are  being  repaired,   altered or
reconstructed.  Neither Landlord nor Tenant nor anyone holding under or through
either  of  them  shall  make any charge for the use of the Common Areas to the
other or to the customers, invitees or business guests of Landlord or Tenant or
of  anyone  else hereinbefore granted the right to use the Common Areas, except
as provided in Article 12 of this Lease.

         Section 1.03.  The term ("Term") of this Lease shall be FOUR (4) years
from  and  after the commencement date ("Commencement Date"), which date  shall
be:  (a) the date upon which the Demised Premises are first occupied by  Tenant
and  Tenant  is  actually   conducting business in the Demised Premises, or (b)
thirty  (30) days following the date upon which Landlord's Work (as hereinafter
defined)  shall  be  duly  certified  by  Landlord or Landlord's agent as being
substantially  complete,  except  for those items, the completion of which will
not unreasonably or materially interfere with Tenant's use and occupancy of the
Demised  Premises  as  provided  herein,  whichever date shall first occur, and
shall  expire  on  the date  which is the FOUR (4) year anniversary of the last
day  of  the  calendar  month  in  which  said    Commencement Date shall occur
("Expiration Date").

        Section 1.04. The parties shall, within ten (10) days following request
of  the  other,  execute a written document, in recordable form, expressing the
Commencement  Date  and  Expiration  Date of the Term hereof, as such have been
determined in accordance with the provisions of this Lease.

            Section 1.05.  The term "Lease Year" is defined to mean twelve (12)
consecutive  calendar months; the first Lease Year to commence on the first day
of  the  immediately  succeeding calendar month following the Commencement Date
and  each  succeeding  Lease  Year  to  commence on the anniversary date of the
commencement  of  the  first  Lease Year.  The portion of the Term prior to the
first  Lease Year shall be deemed a "Partial Lease Year" and any obligations of
Tenant for such Partial Lease Year shall be prorated on a per diem basis.






                                       2 <PAGE>


                   ARTICLE 2. USE AND OPERATION

           Section 2.01.  Subject to the other provisions of this Lease, Tenant
shall  occupy  and  use  the  Demised  Premises  solely for office purposes and
purposes  incidential  thereto  and  processing  operations  for  products  for
distribution  in  conjunction  with  the business being conducted in the office
portion of the Demised Premises, and for no other use.  Tenant hereby covenants
and  agrees  that it, its successors and assigns, or anyone holding by, through
or  under  them,  shall not use, nor permit the use of the Demised Premises for
any  other  use  or purpose.  Immediately following certification under Section
1.03  above,  Tenant  shall fixture, furnish and equip the Demised Premises for
Tenant's intended business purpose and upon the Commencement Date, Tenant shall
occupy and open for business in the Demised Premises.

 
                         ARTICLE 3. RENT

          Section 3.01.  The annual minimum rental during the Term shall be the
sum  of  FORTY  THOUSAND  EIGHT  HUNDRED  NINETY  SIX  and 00/100  ($40,896.00)
DOLLARS,  which  Tenant agrees to pay to Landlord in lawful money of the United
States  in  equal monthly installments of THREE THOUSAND FOUR HUNDRED EIGHT and
00/100  ($3,408.00) DOLLARS each, in advance, on the first day of each calendar
month  during  the Term hereof at the office of Landlord or such other place or
to  such  other person or party as Landlord may designate, without prior demand
therefor  and  without  any  setoff  or  deduction whatsoever, except as herein
provided.    Annual  minimum  rent  and additional rent shall be prorated for a
fraction of a month, if any, based on the number of days within such fractional
month.

             Section 3.02.  All taxes, charges, costs and expenses which Tenant
assumes   or agrees to pay under any provision of this Lease, together with any
and all other  sums which may become due, by reason of any default of Tenant or
failure  on    Tenant's  part  to  comply  with  the  provisions, covenants and
conditions  of this Lease  on Tenant's part to be performed, and each or any of
them,  shall  be  collectible  and  recoverable as additional rent, and, in the
event  of  nonpayment thereof, Landlord  shall have all the rights and remedies
herein provided as in the case of nonpayment of annual minimum rent.


                    ARTICLE 4. SUBORDINATION

          Section 4.01.  This Lease and all rights of Tenant hereunder are, and
shall   be, subject and subordinate to any mortgages, deeds of trust (including
blanket    mortgages or deeds of trust covering the Demised Premises and/or the
Center   and/or other properties) or any other security interest which has been
or  which    hereinafter  may affect the Demised Premises, and to any ground or
underlying    leases  of  all  or  part  of  the  Center,  and to any renewals,
modifications, consolidations, replacements and extensions thereof (hereinafter
collectively  referred  to as "Landlord's Financing").  Upon request of Tenant,
Landlord  shall request a non-disturbance agreement in favor of Tenant from any
of  the foregoing parties; provided, Tenant understands that such granting of a
non-disturbance  agreement is in the sole discretion of any of such parties and
Landlord shall not be deemed to be in default under this Lease in the event any
such  party shall refuse to grant a non-disturbance agreement to Tenant. Tenant
acknowledges that the interest of  Landlord under this Lease may be assigned by
Landlord  as  collateral  security  to  any    of the foregoing parties holding
interests  to  which  this  Lease  is  subject and subordinate. In the event of
foreclosure  of  any  such  interest,  or  termination  of  any  such ground or
underlying lease, or in the event of an exercise of the power of sale under any
mortgage  or  other security interest made by Landlord covering the premises of
which  the  Demised Premises forms a part, Tenant shall recognize the rights of


                                       3 <PAGE>
 


any  such  party  under  and  pursuant  to  the  provisions  of such collateral
assignment  and  Tenant  shall  be deemed to have automatically attorned to and
acknowledged  the  purchaser  or  purchasers  upon  any foreclosure or sale and
recognized such purchaser or purchasers as the Landlord under this Lease.

      Section  4.02.    The provisions of Section 4.01 shall be self-operative,
but  Tenant  covenants  and  agrees  that  it  shall,  within fifteen (15) days
following  request,  at  any time or times, execute, acknowledge and deliver to
Landlord any instruments in order to subordinate this Lease and Tenant's rights
hereunder, as aforesaid, said instruments to be in the form reasonably required
by any mortgagee, ground lessor or other secured party.

      Section 4.03.  There is no Section 4.03 to this Lease.

      Section  4.04.  Landlord  and  Tenant shall, at any time and from time to
time,  upon  not  less than fifteen (15) days prior notice from the other party
hereto,  execute,  acknowledge  and  deliver to such other party a statement in
writing  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,  as modified, and stating the modifications) and the dates to which the
rent  and  other charges have been paid in advance, if any, and stating whether
or  not Landlord is in default in the performance of any provision, covenant or
condition contained in this Lease, and if so, specifying each such default, and
containing  any  other  statements  or  certifications reasonably required by a
mortgagee,  and/or  ground lessor and/or other secured party, it being intended
that  any  statement or certification delivered pursuant to this Section may be
relied  upon by any party to whom it may be delivered by Landlord or Tenant, as
the case may be.


                     ARTICLE 5. AS IS 

         Section 5.01.  Tenant has examined the Demised Premises and has made a
complete  inspection  of  same  and  is  familiar  with  the physical condition
thereof.   Landlord has not made and does not make any representation as to the
physical  condition  or  any  other matter affecting or relating to the Demised
Premises,  except  as  is  in  this  Lease  specifically  set forth, and Tenant
specifically  acknowledges  that  no such representation has been made.  Tenant
further  acknowledges  that  Landlord has afforded Tenant the opportunity for a
full  and  complete  investigation,  examination, and inspection of the Demised
Premises  and  Tenant  agrees  to  accept  the  Demised  Premises  "as  is".
Notwithstanding  the foregoing, Landlord shall, at Landlord's cost and expense,
perform  the  work set forth on Exhibit B annexed hereto and made a part hereof
(such work is herein referred to as "Landlord's Work").

        Section 5.02.  Landlord or Landlord's contractor may give Tenant notice
that  Landlord's  Work is substantially complete and that it is practicable for
Tenant  to  enter  the  Demised  Premises for the performance of work by Tenant
necessary  to  occupy  the  Demised Premises and open for business, and if such
notice  shall be given, Tenant shall promptly thereafter commence all work that
is  necessary  to  open  the  Demised  Premises  for  business.  Subject to the
foregoing  provisions  of  this Section, Tenant shall have the right to install
its  fixtures  and  equipment during the period in which Landlord is performing
Landlord's  Work,  provided  Tenant  does  not  interfere  with the progress of
Landlord's  Work, and all work is performed by local union labor, and, further,
provided, that insurance meeting the requirements of Section 7.02 is furnished,
or caused by Tenant to be furnished, to Landlord prior to any such entry.  Such
entry into the Demised Premises by Tenant prior to the Commencement Date is and
shall  be  at  the  Tenant's  sole  cost and risk, except for the negligence or
willful misconduct of Landlord or its employees, agents or contractors, and the
provisions of Section 7.01 and Section 7.02 shall be applicable during any such


                                       4 <PAGE>
 



period  prior  to the Commencement Date.  All fixturing and/or other work to be
performed  by  or  on  behalf  of Tenant (other than Landlord's Work hereunder)
shall be done in accordance with plans and specifications therefor submitted to
and  approved  by  Landlord  prior to the commencement of such fixturing and/or
other  work,  which approval shall not be unreasonably withheld or delayed, and
in  accordance  with  and  subject  to the provisions of Article 19 hereof.  No
changes  (other than immaterial changes necessitated by field conditions) shall
be  made  in  said plans and specifications nor shall there be any deviation in
the  prosecution  of  the work in accordance with said plans and specifications
without  Landlord's  prior  written  approval,  which  approval  shall  not  be
unreasonably withheld or delayed.  Notwithstanding the prohibition against non-
union  labor  set  forth  above,  Tenant  may  use or employ non-union labor to
perform the work to be performed by Tenant under this Lease; provided, however,
if  Tenant's  use  of  non-union  labor  causes  or  results in a labor dispute
delaying  or interfering with the progress of any other construction within the
Center  or  with  the  operation of the Center, Tenant shall within twenty-four
(24)  hours following notice from Landlord (which may be oral or written) cause
each  conflicting  labor  to  leave the Demised Premises, and thereafter Tenant
shall prosecute its work only with local union labor.

        Section 5.03.  If Tenant claims that some or all of Landlord's Work has
not  been  performed  by  Landlord  upon  delivery  of  notice  of  substantial
completion of Landlord's Work, as provided herein, Tenant shall, within fifteen
(15)  days  of  said date (or fifteen (15) days following the date Tenant opens
for  the transaction of business, whichever date is sooner), submit to Landlord
a  written  list of the work Tenant claims remains to be performed by Landlord,
and  Landlord shall have thirty (30) days thereafter to complete such work.  If
Landlord  fails  to  complete such work within such thirty (30) day period, the
sole  remedy of Tenant shall be to complete such work and Tenant shall have the
right  to  set  off  the  cost  thereof  from the rent due Landlord in order to
reimburse  Tenant  for  the  cost  and expense of completion of the work.  Upon
written  request  of  Landlord,  Tenant  will,  within  five (5) days following
request  (but not sooner than the expiration of the applicable fifteen (15) day
period  set forth in the first sentence of this Section), furnish to Landlord a
written  statement  that  Tenant is in occupancy of the  Demised Premises, that
Landlord's Work has been completed in accordance with Landlord's obligations or
in lieu thereof, a list of the work Tenant claims to be incomplete.

         Section 5.04.  Notwithstanding anything contained in this Lease to the
contrary,  Landlord  will guaranty completion of Landlord's Work to provide for
beneficial  occupancy by the Tenant no later than August 15, 1995 provided that
the  Tenant has approved final floor plans and has furnished to Landlord carpet
and paint selections and all other necessary information needed for Landlord to
apply  for  a  building permit (which permit shall be applied for no later than
July 15, 1995).

      If possession of the Demised Premises (with Landlord's Work substantially
completed)  shall  not  be delivered to Tenant on or prior to such date, Tenant
shall  have  the  right  to  cancel  this  Lease  upon  ten (10) days notice to
Landlord,  unless  possession  of  the  Demised Premises  (with Landlord's Work
substantially  completed)  shall be delivered to Tenant prior to the expiration
of  such  ten  (10)  day  period.  If  Tenant  shall not exercise such right of
cancellation  and  Landlord's  Work  shall  not  be substantially completed (or
deemed substantially completed) on or before August 15, 1995, then Tenant shall
receive  a  credit  against  the payment of two (2) days of annual minimum rent
accruing  hereunder  for each day following August 15, 1995 on which Landlord's
Work  shall  not  be substantially complete (or deemed substantially complete).
Tenant's  right  to  cancel  this  Lease  and the credit against the payment of
annual  minimum  rent  accruing  under  this  Lease,  each  as provided in this
paragraph,  shall  be Tenant's sole remedies in the event Landlord's Work shall
not  be  substantially  complete (or deemed substantially complete) or prior to


                                       5 <PAGE>
 



the dates required in this Section 5.04.

      If the substantial completion of Landlord's Work is delayed by reason of:
(i)  any  act  or  omission  of  Tenant  or  any  of  its  employees, agents or
contractors; or (ii) any failure (not due to any act or omission of Landlord or
any  of its employees, agents or  contractors) to plan or execute Tenant's work
necessary  for Tenant's occupancy of the Demised Premises with reasonable speed
and diligence, or (iii) any changes by Tenant in Landlord's Work or any changes
or substitutions requested by Tenant; or (iv) Tenant's failure to furnish plans
and  specifications  required  to be furnished by Tenant, or subsequent changes
thereto; or (v) Tenant's request for materials, finishes or installations other
than   Landlord's  typical  building  standard;  or  (vi)  the  performance  or
incompletion of work by a party employed or retained by Tenant; then Landlord's
Work  shall  be  deemed substantially completed on the date when the same would
have  been  substantially completed but for such delay and, in addition, Tenant
shall  pay  to  Landlord  all  reasonable  costs and damages which Landlord may
sustain by reason of such delay.

        Section 5.05.  If there shall be a delay in the construction, repair or
restoration  of the Demised Premises or Center or any portion thereof caused by
strikes,  riots,  acts  of  God,  shortages  of  labor  or  materials, national
emergency,  governmental restrictions,  laws or regulations, the act or failure
to   act  of  Tenant,  including  without  limitation,  delays  in  delivering
construction  criteria  and  plan  approval,  or for any  other cause or causes
beyond  Landlord's  control,  at  Landlord's  option  such delay shall not be a
violation   of this Lease, and the time periods set forth in this Lease for any
such  work  shall, at Landlord's option, be extended for a period of time equal
to the period of delay.

                Section 5.06.  The Plot Plan shows the approximate  location of
existing    buildings,  buildings  under  construction,  proposed buildings and
certain areas reserved for related site improvements and future construction at
the option of Landlord.  Landlord shall have the right to develop the Center in
the manner it sees fit and in the sole and absolute discretion of Landlord:  to
construct or not construct any buildings other than the Building, to change the
nature  or  identity  of  the  occupants of any such buildings, and to vary the
floor  areas,  stories  and  heights,  sizes,  shapes  and  design  of any such
buildings  and  the divisions or portions thereof.  Landlord shall exercise its
rights  under this Section 5.06 in a manner so as to minimize interference with
Tenant's use of the Demised Premises for the purposes set forth in Section 2.01
hereof, provided that in no event shall Landlord be required to use overtime or
premium  pay  labor.    If Landlord's exercise of its rights under this Section
5.06 prevents Tenant from using the Demised Premises for the purposes set forth
in Section 2.01 hereof or from having access to the Demised Premises, in either
case,  for  three  (3)  consecutive  days, then all annual minimum rent and all
additional  rent  payable  pursuant  to Section 7.03, Article 12 and Article 14
shall  abate  from  the day Landlord's exercise of such rights prevented Tenant
from  using  the  Demised  Premises  for the purposes set forth in Section 2.01
hereof or having access to the Demised Premises, as the case may be, to the day
on  which  such  exercise  no  longer  prevents  Tenant  from using the Demised
Premises  for the purposes set forth in Section 2.01 hereof or having access to
the Demised Premises, as the case may be.


               ARTICLE 6. ALTERATIONS AND REPAIRS

        Section 6.01.  No structural (or electrical, plumbing or other building
system)  alterations  or  additions  shall  at  any  time be made by or at  the
instance  of  Tenant  without  Landlord's  prior written consent, which consent
shall  not  be  unreasonably  withheld  or  delayed.   Tenant may make any non-
structural  non-electrical  non-plumbing  non-building  system  alteration upon


                                       6 <PAGE>
 



prior  notice  thereof  to  Tenant accompanied by plans or drawings showing the
proposed  work.    All  work,  repairs,  and/or  alterations  made by or at the
instance  of Tenant shall be done in a good and  workmanlike manner, with first
class  new materials, in compliance with any  applicable governmental rules and
regulations,  and  subject  to Article 19 hereof, and the cost thereof shall be
paid  by  Tenant  so  that  the Demised Premises shall at all times be  free of
liens  for labor or materials supplied or claimed to have been supplied to  the
Demised  Premises.    Any  alterations,  installations,  repairs,  additions or
improvements  (inclusive of paneling and other wall coverings), except Tenant's
trade  fixtures,  shall,  at  the  option  of Landlord,  become the property of
Landlord  and  shall remain upon and be surrendered with the  Demised Premises,
as  part  thereof,  at the expiration or sooner termination of the term of this
Lease.     If Tenant is in default hereunder or is dispossessed, or vacates the
premises, voluntarily or otherwise, and fails to remove any property, equipment
and  fixtures  within  ten  (10) days following notice by Landlord, then and in
that    event,  the said property, equipment and fixtures shall be deemed to be
abandoned  and Landlord  may remove and dispose of such property and charge the
cost  and  expense  of removal and disposal to Tenant.  Trade fixtures shall be
defined  as  fixtures  and  equipment    used by Tenant in the operation of its
business,  but  not including any fixtures and  equipment which are part of the
operation of the Demised Premises or the Building.

                Section  6.02.      Anything  to  the contrary contained herein
notwithstanding, it is expressly understood and agreed that Tenant may install,
connect  and  operate  such  machinery, fixtures and equipment as may be deemed
necessary  or  desirable  by the Tenant for its business, subject to compliance
with applicable rules and regulations of governmental bodies and bureaus having
jurisdiction thereover. Subject to the terms  and conditions of this Lease, the
machinery,  fixtures  and equipment belonging to Tenant shall, at all times, be
considered  and intended to be personal property of Tenant, and not part of the
realty,  and  subject  to  removal  by  Tenant,  provided,  at the time of such
removal, that Tenant is not in default pursuant to any of the terms, covenants,
provisions  or  conditions  of this Lease beyond any applicable notice and cure
periods.   Tenant, at its own cost and expense, shall pay for any damage to the
Demised  Premises  or  Building  caused  by  the  installation  thereof or such
removal, and this obligation shall survive the expiration or sooner termination
of the term of this Lease.

         Section 6.03. Landlord shall, following reasonable notice from Tenant,
promptly  make  all  necessary repairs and replacements to (i) the exterior and
structural portions of the Demised Premises, including the foundations thereof,
and  (ii)  all  utility  and  plumbing  systems and other building wide systems
serving  the  Demised Premises to the extent such serve premises other than the
Demised Premises and are not maintained by any utility company or municipality,
provided,  however,  in no event shall Landlord be required to make any repairs
or  replacements caused by any act, omission, or negligence of Tenant, any sub-
tenant,  or  concessionaire,  or  their respective employees, agents, invitees,
licensees or contractors.  Tenant shall make all other repairs and replacements
to  the  Demised  Premises.   Tenant shall maintain throughout the term of this
Lease,  including  any extension term  hereof, a protective service maintenance
contract  with  a  contractor approved by Landlord, which approval shall not be
unreasonably  withheld  or  delayed,  providing for periodic maintenance of the
H.V.A.C.  system  serving  the  Demised  Premises, including without limitation
periodic  changing  of  any  and all filters, changing of belts, lubricating of
equipment  and  maintenance  of  operating  levels  of freon in accordance with
manufacturers  specifications.    Said  contract  shall provide for maintenance
inspection  and  service not less than three (3) times per year.  A copy of any
such  maintenance  contract  shall  be delivered to Landlord on a yearly basis.
Tenant  shall  keep  all  glass  clean  and in good condition, and Tenant shall
replace  any  glass  which  may  be  damaged  or  broken with glass of the same
quality.    Tenant  shall  keep  the  sidewalk, if any, adjacent to the Demised


                                       7 <PAGE>
 



Premises free and clear of trash, litter and rubbish.

       Section 6.04.  Nothing contained in this Lease shall authorize Tenant to
do  any  act  which  may  create or be the foundation for any lien, mortgage or
other  encumbrance  upon  the  reversion or other estate of Landlord, or of any
interest  of  Landlord  in  the Demised Premises, or upon or in the Building or
Center  of which the same form a part; it being agreed that should Tenant cause
any  alterations, changes, additions, installations, improvements or repairs to
be made to the Demised Premises, or cause materials to be furnished or labor to
be  performed  therein  or  thereon,  neither Landlord nor the Demised Premises
shall,  under  any  circumstances,  be  liable  for  the payment of any expense
incurred  or  for  the  value  of  any  work done or materials furnished to the
Demised Premises or any part thereof. All such alterations, changes, additions,
improvements,  repairs,  materials  and labor shall be at Tenant's sole expense
and    T enant  shall  be  solely  and  wholly  responsible  to  contractors,
subcontractors,  laborers  and materialmen furnishing labor and material to the
Demised  Premises  or  any part thereof.  If, because of any act or omission of
Tenant, any mechanic's or other lien or order for the payment of money shall be
filed  against  the Demised Premises or the Building or improvements thereon or
therein,  or  upon the Center, or against Landlord (whether or not such lien or
order  is valid or enforceable as such), Tenant shall, at Tenant's own cost and
expense,  within  ten  (10)  days after notice of the filing thereof, cause the
same to be canceled and discharged of record, or furnish Landlord with a surety
bond issued by a surety company reasonably satisfactory to Landlord, protecting
Landlord  from any loss because of nonpayment of such lien or claim, and Tenant
hereby  indemnifies  and  saves  harmless Landlord from and against any and all
costs,  expenses, claims, losses or damages, including reasonable counsel fees,
resulting therefrom or by reason thereof.

             Section 6.05.  Except for the repair obligations of Landlord under
Section    6.03  above and the restoration obligations of Landlord under and as
set  forth  in    Articles 8 and 10 hereof and except as otherwise specifically
provided in this Lease, the Tenant shall take good care of the Demised Premises
and,  at its cost and expense, keep and maintain in good repair the interior of
the  Demised  Premises, including, but not limited to the air conditioning  and
heating  plant,  the  plumbing  pipes and fixtures belonging thereto; and shall
repair  or replace all mechanical and working parts used in connection with the
air    conditioning,  electrical,  heating  and  plumbing  plants, fixtures and
systems;  and    shall keep the water and sewer pipes and connections free from
other  obstructions;  and  shall generally maintain  and repair the interior of
the  Demised  Premises and shall, at the end  or the expiration of the Term (or
Extension  Term,  whichever is applicable), deliver  up the Demised Premises in
good  order  and  condition,  damages by the  elements,  ordinary wear and tear
excepted.    Tenant covenants and agrees that it shall  not cause or permit any
waste  (other  than  reasonable wear and tear), damage or  disfigurement to the
Demised Premises, or any overloading of the floors of the  Building.

          Section  6.06.    At  no time prior to or during the lease term shall
Tenant  cause  any  penetrations through the roof of the Demised Premises.  Any
proposed penetrations through the roof shall be made by Landlord's roofer or by
a roofer qualified to Landlord.


               ARTICLE 7. INDEMNITY AND INSURANCE

           Section 7.01.  Tenant hereby indemnifies and saves harmless Landlord
from  and  against  any  claims  and  all  loss, cost, liability, damage and/or
expense,  including,  but not limited to reasonable counsel fees, penalties and
fines, incurred in connection with or arising from (i) any default by Tenant in
the observance or performance of any of the provisions, covenants or conditions
of  this  Lease  on  Tenant's part to be observed or performed, (ii) the use or


                                       8 <PAGE>
 



occupancy  or  manner  of use or occupancy of the Demised Premises by Tenant or
any  person  claiming through or under Tenant, or (iii) any acts, omissions, or
negligence  of  Tenant  or  any such person, or any contractor, agent, servant,
employee,  visitor  or  licensee of Tenant, or any such person, in or about the
Demised  Premises.    If  any  action  or  proceeding  shall be brought against
Landlord  based  upon  any such claim, Tenant, upon notice from Landlord, shall
cause such action or proceeding to be defended, at Tenant's expense, by counsel
acting  for  Tenant's  insurance carriers in connection with such defense or by
other counsel reasonably satisfactory to Landlord.  The express indemnification
obligation of Tenant pursuant to this Section 7.01 shall not apply to damage or
injury  which occurs as a result of a structural fault in the Demised Premises,
or  the  failure  of  Landlord  to  perform its obligations with respect to the
Common  Areas,  provided  same  are  not  the  result  of  any act, omission or
negligence  or  Tenant, or any contractor, agent, servant, employee, visitor or
licensee of Tenant, provided, however, nothing contained in this sentence shall
be  deemed  to  relieve Tenant from its obligations under this Lease or for any
joint  responsibility  or joint contribution obligations permitted at law or in
equity.

          Section 7.02.  Tenant shall, during the Term (including any extension
term)  and during any period prior to the commencement of the Term during which
Tenant  or anyone acting by or on behalf of Tenant enters the Demised Premises,
at  Tenant's  own  cost  and  expense,  maintain  and  provide,  or cause to be
maintained  and provided: (a) comprehensive general liability insurance for the
benefit  and  protection  of Landlord and Tenant (said policy to name Landlord,
ground  lessor,  if  any,  and  any  other  parties  designated by Landlord, as
additional  insureds)  in  an  amount  not less than $1,000,000 for injuries or
death  to any one person, and not less than $2,000,000 for injuries or death to
more  than  one  person  in  any  one  accident or occurrence and for damage to
property in an amount not less than $500,000 arising out of any one accident or
occurrence;  (b)  worker's compensation insurance covering all persons employed
in  connection  with  Tenant's use and occupancy of the Demised Premises or any
construction  or  alteration work therein; (c) insurance against loss or damage
to   Tenant's  contents,  including  without  limitation,  trade  fixtures  and
equipment, by fire, lightning, and other risks from time to time included under
standard "extended coverage" policies, and vandalism and malicious mischief, in
amounts  sufficient to prevent Landlord and Tenant from becoming co-insurers of
any  loss under such policy, but in any event, not less than 100 percent of the
full insurable value of such property; (d) boiler and pressure vessel insurance
on  all  of  Tenant's  equipment,  parts  thereof and appurtenances attached or
connected to the Demised Premises which by reason of their use or existence are
capable  of  bursting, erupting, collapsing or exploding, in the minimum amount
of Five Hundred Thousand ($500,000.00) Dollars for damage to property resulting
from  such  perils;  and  (e)  insurance  covering  such  other risks as may be
requested  by Landlord occasioned by or attributable to the use or occupancy or
manner  of  use  or  occupancy of the Demised Premises by Tenant, provided, any
insurance  required  of  Tenant  pursuant to this clause (e) is also then being
required  by other landlords of space in the state of New Jersey similar to the
Demised  Premises (in terms of size and use).  Said policies shall be issued by
companies  having a Best's Insurance Guide rating of "A" or better (and if such
ratings  shall  no  longer  be  available,  then  by  companies  reasonably
satisfactory  to  Landlord),  licensed to do business in the state in which the
Demised  Premises  is  located.  Said policies or certificates thereof shall be
delivered  to Landlord at the commencement of the Term (or prior thereto in the
event  of  earlier  entry  by  Tenant upon the Demised Premises), together with
proof  of  payment  of  premium  therefor, and renewal policies or certificates
therefor  shall  be  delivered to Landlord not less than ten (10) days prior to
the  expiration dates thereof.  Said policies and/or certificates shall contain
an  undertaking  by  the  insurer  to give Landlord not less than ten (10) days
written  notice of any cancellation or change in scope or amount of coverage of
said policies.


                                       9 <PAGE>


        Section 7.03. (a)  Landlord shall, during the Term, maintain and provide
general  hazard  insurance  against  loss  or  damage  to the Building by fire,
lightning,  including  "builder's  risk  endorsements"  during  the  course  of
construction,  other  risks from time to time included under standard "Extended
Coverage"  policies, vandalism and malicious mischief, in amounts not less than
100  percent  of  the  full  replacement  value  of  the Building and any other
Building  or  portion thereof covered by such insurance and rent loss insurance
covering all minimum and additional rental payable hereunder.  Tenant shall pay
its  proportionate  share  of  the  cost  of  maintaining  and  providing  such
insurance, based upon the method of calculation set forth in Article 31 hereof.

          Section 7.03.  (b)  Such payment shall be made to Landlord in monthly
installments  on or before the first day of each calendar month, in advance, in
an  amount  reasonably  estimated  by  Landlord.   Periodically, Landlord shall
furnish  Tenant  with  a  written  statement  of  the actual amount of Tenant's
proportionate  share  of  said  insurance  costs.   If the total amount paid by
Tenant  under  this  section for any period during the Lease Term shall be less
than  the  actual  amount  due  from  Tenant  for such period, as shown on such
statement,  Tenant shall pay to Landlord the difference between the amount paid
by  Tenant  and the actual amount due, such deficiency to be paid within thirty
(30)  days  after  demand therefor by Landlord; and if the total amount paid by
Tenant  hereunder  for  any such period shall exceed the actual amount due from
Tenant for such period, the excess shall promptly be applied by Landlord to the
next  accruing  monthly  installments  thereof or, at Landlord's option, to any
other  charges  payable  by Tenant.  For the calendar years in which this Lease
commences  and  terminates,  the  provisions  of  this  section shall apply and
Tenant's  liability for its proportionate share thereof for such years shall be
subject  to  a pro rata adjustment based on the number of days of said calendar
years during the Lease Term.  Prior to or at the commencement of the Lease Term
and  from  time  to  time  thereafter  throughout the Lease Term, Landlord will
notify  Tenant  in  writing  of  Landlord's  estimate  of  Tenant's  monthly
installments  due  hereunder.    Tenant's  obligations under this section shall
survive  the expiration of the Lease Term. Landlord shall provide Tenant copies
of  the  bills  evidencing  the insurance costs paid by Tenant pursuant to this
Section 7.03 upon Tenant's request therefor.


                     ARTICLE 8. FIRE DAMAGE

            Section 8.01. If the Demised Premises shall be partially damaged by
fire  or    other insured casualty, the damages shall be repaired by and at the
expense  of    Landlord  and  the annual minimum rental and additional rent due
under  Section 7.03, Article 12 and Article 14 of this Lease until such repairs
shall  be  made  shall    abate  equitably according to the part of the Demised
Premises  which  is  unusable  by  Tenant or, if by reason thereof, the Demised
Premises  are  rendered untenantable, said rental and additional rent due under
Section 7.03, Article 12 and Article 14 of this Lease shall totally abate until
such  repairs  shall  be  made.  Notwithstanding  the foregoing, if the Demised
Premises  or  the Building shall be damaged to such  extent that Landlord shall
decide  to  demolish  same,  or not to  rebuild same, then,  and in such event,
Landlord  may  terminate  this Lease upon notice to Tenant given  within ninety
(90)  days  following  such event, and upon the date specified in such  notice,
which  date  shall  not  be less than thirty (30) days nor more than sixty (60)
days following the giving of said notice, this Lease shall terminate and Tenant
shall    vacate  and  surrender  the  Demised Premises to Landlord.  Any annual
minimum    rental  prepaid by Tenant beyond said date (after accounting for any
abatement  of  rent  to which Tenant is entitled pursuant to this Section 8.01)
shall  be  promptly  refunded  to Tenant.  Notwithstanding any of the foregoing
provisions  of this Article, if Landlord 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


                                      10 <PAGE>
 



or the Building by fire or other cause, by reason of some action or inaction on
the  part  of  the 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.

          Section 8.02. If this Lease shall not be terminated as provided above
in  this  Article, Landlord shall, at its expense, proceed with the restoration
of  the Demised  Premises, provided, Landlord's obligations hereunder shall not
exceed  the scope of the  initial building standard construction of the Demised
Premises  and  further provided,  that Landlord's restoration obligations shall
be  subject to building and zoning laws  then in effect.  In the event Landlord
shall not substantially complete the restoration of the Demised Premises within
nine  (9) months following the date of destruction, Tenant shall have the right
to  terminate  this Lease by notice received by Landlord prior to the date upon
which  Landlord  shall  substantially  complete  the restoration of the Demised
Premises.  No  penalty  shall  accrue  for  reasonable delay which may arise by
reason  of  adjustment of insurance on the part of Landlord.  If Landlord shall
so    restore the Demised Premises, Tenant shall repair, restore and redecorate
the    Demised  Premises  and  reoccupy and reopen the Demised Premises, within
forty-five  (45)    days  following  notice  of restoration, in a manner and to
substantially  the  condition existing prior  to the event of damage, except to
the  extent  that  Landlord is obligated above, and  Tenant shall hold in trust
the  proceeds  of  all  insurance  carried  by  Tenant on its  property for the
purpose of such repair and restoration.

              Section  8.03.  Nothing hereinabove contained with respect to the
Tenant's  right to abate the rent under proper conditions shall be construed to
limit  or effect the Landlord's right to payment under the rental loss coverage
to be provided pursuant to Section 7.03 hereof.


                ARTICLE 9. WAIVER OF SUBROGATION

         Section 9.01.  Landlord, its officers, agents, employees, subsidiaries
and  affiliated entities and corporations shall not be liable for any damage to
or  destruction  of  any of Tenant's goods, merchandise, fixtures, furniture or
property  of  whatsoever  nature, caused by fire or any other cause whatsoever,
except  the  negligence  of  any  such  parties, and Tenant hereby releases and
waives any right of recovery against Landlord, its officers, agents, employees,
subsidiaries and affiliated entities and corporations for any such loss. Tenant
shall  procure  a waiver of subrogation on the part of the insurer against such
parties  by  an  endorsement  to  all  insurance  policies  whereby the insurer
recognizes the provisions of this Section 9.01; provided that if such waiver of
subrogation  requires  the payment of additional premiums, such waiver does not
have to be procured unless the party requiring the waiver is willing to pay for
such additional premiums.

       Section 9.02.  Tenant, its officers, agents, employees, subsidiaries and
affiliated  entities  and corporations shall not be liable for any damage to or
destruction  of  any  of  Landlord's goods, merchandise, fixtures, furniture or
property  of  whatsoever  nature, caused by fire or any other cause whatsoever,
except  the  negligence  of  any such parties, and Landlord hereby releases and
waives  any  right of recovery against Tenant, its officers, agents, employees,
subsidiaries  and  affiliated  entities  and  corporations  for  any such loss.
Landlord  shall  procure  a  waiver  of  subrogation on the part of the insurer
against  such  parties  by an endorsement to all insurance policies whereby the
insurer  recognizes  the provisions of this Section 9.02; provided that if such
waiver  of subrogation requires the payment of additional premiums, such waiver
does  not  have to be procured unless the party requiring the waiver is willing
to pay for such additional premiums.


                                      11 <PAGE>
 


                    ARTICLE 10. CONDEMNATION

         Section 10.01.  If the whole of the Demised Premises shall be taken by
any  governmental authority under the power of condemnation, eminent domain, or
expropriation,  or  in  the  event of a conveyance in lieu thereof, the Term of
this  Lease  shall  cease  as  of  the  day  possession  shall be taken by such
governmental  authority.  If more than 25 percent of the Demised Premises shall
be  so  taken  or  conveyed,  either Landlord or Tenant shall have the right to
terminate  this  Lease  upon notice to the other party, effective as of the day
possession  shall be taken by  such governmental authority. If this Lease is so
terminated,  annual  minimum  rental  shall  be  prorated  as  of the date that
possession must be surrendered to the condemning authority.

            Section 10.02.  If this Lease continues after a partial taking, the
annual  minimum  rental  shall  abate  equitably  as to the part of the Demised
Premises  which  is  taken.    If this Lease continues after any such taking or
conveyance, Landlord shall make all necessary repairs and restorations so as to
restore the remainder of the Demised Premises to a complete architectural unit.
Landlord's  reconstruction obligations shall not exceed the amount of the award
or  compensation  for  the  taking,  shall  not exceed the scope of the initial
building standard construction of the Demised Premises, and shall be subject to
building and zoning laws then in effect.

       Section 10.03.  If so much of the Center, Common Areas or Building shall
be  so  taken  or  conveyed  so  that  in the reasonable exercise of Landlord's
judgment,  the  continued  operation  of the Building for use by its tenants is
unfeasible,  then,  in such event, and provided that all other leases for space
in  the  Building  are terminated to the extent Landlord may terminate the same
pursuant  to the terms of such other leases, Landlord may, by notice to Tenant,
delivered not later than thirty (30) days following the date that possession of
the  premises  taken  or  conveyed  is delivered to the governmental authority,
terminate  this  Lease,  and  rent  shall  be  pro  rated  as  of the date that
possession must be surrendered to the condemning authority.

       Section 10.04.  Tenant and not Landlord shall be entitled to any portion
of  the award made to Tenant for the value of Tenant's removable trade fixtures
and equipment other than equipment necessary for the operation of the Building.
All  compensation  awarded  for  the  taking  of  the Building, the fee and the
leasehold shall belong to and be the property of Landlord, and Tenant shall not
be  entitled  to and hereby waives any damages for the unexpired portion of the
Term of this Lease, or injury to its leasehold interest.


              ARTICLE 11. ASSIGNMENT AND SUBLETTING

        Section 11.01.  Tenant, for itself, its heirs, distributees, executors,
administrators,  legal representatives, successors and assigns, as the case may
be,  expressly  covenants  that  it shall not assign, mortgage or encumber this
agreement,  nor sublet or underlet nor suffer or permit the Demised Premises or
any  part  thereof  to  be  used by others without the prior written consent of
Landlord  in  each  instance.   If, with consent of Landlord, this Lease may be
assigned,  or  the Demised Premises or any part thereof be underlet or occupied
by  anybody  other  than  Tenant,  Landlord may collect rent from the assignee,
undertenant  or  occupant  and  apply  the  amount collected to the rent herein
reserved,  but  no such assignment, underletting, occupancy or collecting shall
be  deemed to relieve Tenant or any guarantor of this Lease or guarantor of the
obligations  of  Tenant  hereunder of any of its or their obligations hereunder
nor  be  deemed  a  waiver of this covenant, or the acceptance of the assignee,
undertenant  or  occupant as tenant, or a release of Tenant or any guarantor of
this  Lease or any guarantor of the obligations of Tenant hereunder from its or


                                      12 <PAGE>
 



their  obligations  under  the  covenants, provisions and conditions hereof; it
being  understood and agreed that Tenant and any guarantor of this Lease or any
guarantor  of  the  obligations  of  Tenant hereunder shall remain obligated as
primary obligors under this Lease.  The consent by Landlord to an assignment or
underletting  shall not in any wise be construed to relieve Tenant or any other
Tenant,  assignee,  undertenant,  or  occupant  of  the  Demised  Premises from
obtaining  the express consent in writing of Landlord to any further assignment
or  underletting,  and no such assignment or subletting shall be made to anyone
who  shall  occupy  the Demised Premises for any use other than as permitted by
Section 2.01 or which would in any way violate the applicable ordinances, rules
and  regulations  of  applicable  governmental    boards  or  bureaus having or
claiming  jurisdiction  thereof,  or of the carrier of the fire insurance to be
provided  under  this  Lease.  Notwithstanding anything to the contrary in this
Lease,  Landlord's  consent  shall  not  be  required  for any of the following
permitted  transfers  (each a "Permitted Transfer"): (a) the assignment of this
Lease  or  the  subletting  of  the  Demised Premises to any parent corporation
wholly-owning  Tenant  or  any  wholly-owned  subsidiary  of Tenant or Tenant's
parent  corporation;  (b) the assignment of this Lease or the subletting of the
Demised  Premises  to  (i)  any  entity fifty (50%) percent or more of which is
owned  by  Tenant,  (ii)  any  entity which owns fifty (50%) percent or more of
Tenant,  or  (iii)  any  entity  fifty  (50%) percent or more of which is under
common ownership with Tenant; (c) the assignment of this Lease to a corporation
or  other  entity acquiring all or substantially all of the Tenant's assets; or
(d)  the  transfer  of  this Lease to any successor of Tenant by consolidation,
merger or other corporate action.

          Section 11.02.  Supplementing the provisions of Section 11.01 of this
Lease,  provided  Tenant  is  not in default under any of the terms, covenants,
conditions  and  provisions  of  this  Lease,  Landlord  shall not unreasonably
withhold  or  delay  its  consent  to  any proposed assignment of this Lease or
subletting  of the entire Demised Premises.  Any assignment or transfer of this
Lease  and any subletting of all or a portion of the Demised Premises shall (i)
except  as  to  a  Permitted  Transfer,  be subject to Landlord's prior written
consent  and  (ii)  be  made  only  if,  and  shall not be effective until, the
assignee  or  subtenant  shall  execute,  acknowledge and deliver to Landlord a
recordable agreement, in form and substance reasonably satisfactory to Landlord
and  counsel  for  Landlord, whereby the assignee or subtenant shall assume for
the benefit of Landlord the obligations and performance of this Lease and agree
to  be  personally  bound  by and upon all of the covenants, agreements, terms,
provisions  and  conditions  hereof  on  the  part of Tenant to be performed or
observed,  and  whereby  Tenant  (and  any  guarantor  of  this Lease or of the
Tenant's  obligations  hereunder)  covenants  and  agrees to remain liable as a
primary  obligor  for  the due performance of all of the covenants, agreements,
terms,  provisions  and  conditions  of  this Lease on the part of Tenant to be
performed  or  observed.    In the event of any assignment of this Lease or any
subletting  of  all  or any portion of the Demised Premises, the obligations of
Tenant  and  any guarantor of this Lease or any guarantor of the obligations of
Tenant  under  this  Lease  as  a primary obligor shall be unaffected and shall
remain in full force and effect.

          Section 11.03.  Notwithstanding anything heretofore contained, in the
event  that  Tenant  desires to assign this Lease or sublet all or a portion of
the  Demised  Premises,  Tenant  shall  first notify Landlord in writing of its
intention,  and  such  notice  shall state the name of the proposed assignee or
subtenant, together with its full address and a description of its proposed use
(but  nothing contained herein shall permit, nor obligate Landlord to permit, a
use  other  than  the  use  permitted  by  Section 2.01 of this Lease, it being
understood that any change in use shall be subject to Landlord's consent, which
Tenant  agrees  may, notwithstanding anything contained herein to the contrary,
be  unreasonably  withheld).    Tenant  shall  include therewith such financial
information  as may be available concerning the proposed assignee or subtenant,


                                      13 <PAGE>
 



including  without  limitation  current  updated  financial  statements  (which
financial  information  Tenant, and/or the proposed assignee or subtenant shall
supplement  on  demand if reasonably required by Landlord). In addition, Tenant
shall   simultaneously  tender  a  duplicate  original  of  the  instrument  of
assignment or sublease reasonably satisfactory to counsel for Landlord.

             Section 11.04.  Except in the case of a Permitted Transfer, Tenant
hereby  covenants  and  agrees  to  tender to Landlord upon receipt fifty (50%)
percent  of  any  annual  minimum  rent  or  additional  rent  or  lump  sum or
installment  payment or sum which Tenant shall receive from or on behalf of any
assignee(s)  or subtenant(s) or any occupant by, through or under Tenant, which
is in excess of the annual minimum rent or additional rent payable by Tenant in
accordance  with  the provisions of this Lease (or in the event of a subletting
of  less    than  the whole of the Demised Premises, the annual minimum rent or
additional   rent allocable to that portion of the Demised Premises affected by
such  sublease).      At  the  time of submission of the proposed assignment or
sublease  to  Landlord,  Tenant shall certify to Landlord in writing whether or
not  the  assignee or subtenant  has agreed to pay any such monies to Tenant or
any  designee  of  Tenant  other  than    as  specified  and  set forth in such
instruments,  and  if  so Tenant shall certify the  amounts and time of payment
thereof in reasonable detail.


               ARTICLE 12. COMMON AREA MAINTENANCE

         Section 12.01.  As used in this lease, the term "Common Area Operating
Costs"  shall  include  the  total  cost  and  expense  incurred by Landlord in
operating,    lighting, striping, maintaining, cleaning, landscaping, repairing
(including    replacement  and  resurfacing)  managing,  signing, equipping and
insuring  the    Common  Areas  within  Lot Nos. 46.24 and 46.25 plus ten (10%)
percent of the foregoing  costs to cover Landlord's administrative and overhead
costs.   Such costs and  expenses shall include, without limitation:  cleaning;
fire  and  police  protection  and  general security (Landlord not incurring or
assuming any obligation to provide such protection or security or any liability
for    the  failure  of  the same); repairing and replacing paving; keeping the
Common    Areas  supervised, drained, reasonably free of snow, ice, rubbish and
other   obstructions, and in a neat, clean, orderly and sanitary condition; the
charges  for  rubbish containers and removal (except that at Landlord's option,
Tenant  shall  be  directly  responsible  for contracting for and for providing
(subject  to  Landlord's  approval  of  the  provisions  and  conditions of the
agreement  therefor,  such approval not to be unreasonably withheld or delayed)
rubbish containers and removal); the maintenance of any and all fire protection
systems  servicing  Lot  Nos.  46.24  and  46.25;  the cost of public liability
insurance;  keeping the Common Areas suitably lighted; maintaining signs (other
than  Tenant's  signs),  markers, painted lines delineating parking spaces, and
o t her  means  and  methods  of  pedestrian  and  vehicular  traffic  control;
constructing,  maintaining  and  repairing  of    onsite  and  offsite  traffic
controls;  maintaining adequate roadways, entrances and  exits; maintaining any
plantings  and  landscaped  areas;  Lot  Nos.  46.24  and 46.25 management fees
incurred  by Landlord, including management fees payable to parties or entities
owned  or  controlled by Landlord or any of them; maintenance and repair of all
utilities,  utility  conduits  and  storm  drainage  systems situated within or
servicing Lot Nos. 46.24 and 46.25; fees for required licenses and permits; and
depreciation  of  machinery and equipment used in the operation and maintenance
of  the Common  Areas (to the extent the cost thereof is amortized with respect
to the year in question) and personal property taxes and other charges incurred
in  connection  with  such equipment.  Notwithstanding anything to the contrary
contained  in  this Lease, Common Area Operating Costs shall expressly exclude:
(a)   the cost of any repairs made by Landlord because of the occurrence of any
casualty  for  which  Landlord is actually reimbursed by insurance or otherwise
compensated,  including  direct  reimbursement by any tenant or occupant of the


                                      14 <PAGE>
 


Center; (b) costs  associated  with  any  expansion  of  the buildings or other
permanent improvements comprising the Center provided the same are deemed to be
capital costs by generally accepted accounting principles; (c)    the  cost  of
providing or performing renovations, improvements, maintenance or repairs to or
within  any  premises  leased  to  any  other  tenant or occupant of the Center
(excluding  any pipes, conduits, etc., located in any such premises which serve
premises in addition to such premises); (d)     leasing      commissions,
advertising  expenses,  architectural  and  engineering  fees  and  other costs
incurred  in  connection  with the leasing premises within the Center including
costs incurred in relocating or moving tenants; (e)   legal  fees  and  costs
incurred in enforcing leases of other tenants in the Center; (f)  costs,  fines
or  penalties incurred due to willful violations by Landlord (and not caused or
otherwise reimbursable by Tenant) of any governmental rules or authority; (g) 
principal  and  interest  payable  with respect to any financing for the Center
other  than  financing in connection with the purchase of equipment used in the
operations, repair and maintenance of the Common Areas;
(h)   costs and fines assessed against Landlord for its violation of any leases
with other tenants in the Center; (i)     rental  attributed  to  any ground or
underlying lease of the Center; and (j)   costs  incurred  for  the  removal or
remediation  of  hazardous materials and the costs incurred for compliance with
all  applicable  laws  relating to hazardous materials. The term "Common Areas"
shall  be  defined  as  all  paved areas,  driveways,  truckways, walkways, and
landscaped  and  planted areas within Lot Nos. 46.24 and 46.25.  Landlord shall
maintain, light, clean and repair (including snow removal)  the Common Areas so
that  such  Common Areas may be used for their intended  purposes, and in order
to enable Landlord to perform its obligations as aforesaid,  Landlord may incur
such  Common  Area  Operating  Costs  as Landlord, in its sole  discretion, may
determine.    Landlord  shall  not include in one item of Common Area Operating
Costs costs included as another item of Common Area Operating Costs.

           Section 12.02.  During the initial term of this Lease and during any
extension   term hereof, Tenant shall pay Landlord Tenant's proportionate share
of  Common  Area Operating Costs incurred or expended by Landlord as aforesaid.
Such    payment  shall be made to Landlord in monthly installments on or before
the  first    day of each calendar month, in advance, in an amount estimated by
Landlord.      Following  the expiration of each calendar year during the Lease
Term  hereof,    Landlord  shall furnish Tenant with a written statement of the
actual  amount  of    Tenant's proportionate share of the Common Area Operating
Costs  for  such  year.   If the total amount paid by Tenant under this section
for  any  calendar  year  during   the Lease term shall be less than the actual
amount due from Tenant for such year,  as shown on such statement, Tenant shall
pay  to  Landlord  the  difference  between   the amount paid by Tenant and the
actual  amount  due,  such deficiency to be paid  within thirty (30) days after
demand  therefor by Landlord; and if the total amount  paid by Tenant hereunder
for any such calendar year shall exceed such actual  amount due from Tenant for
such  calendar  year, such excess shall promptly be  applied by Landlord to the
next  accruing  monthly installments of Tenant's  proportionate share of Common
Area Operating Costs or, at Landlord's option, to  any other charges payable by
Tenant.   For the calendar years in which this Lease  commences and terminates,
the  provisions  of  this  section shall apply, and Tenant's  liability for its
proportionate share of any Common Area Operating Costs for such  years shall be
subject  to a pro rata adjustment based on the number of days of said  calendar
years  during  the  Lease  term.  Prior to or at the commencement of the  Lease
term  and from time to time thereafter throughout the Lease term, Landlord will
notify  Tenant in writing of Landlord's reasonable estimate of Tenant's monthly
installments  due  hereunder.    Tenant's  obligations under this section shall
survive  the  expiration  of  the Lease term.   Tenant's proportionate share of
Common  Area  Operating Costs shall be a fraction, having as its numerator, the
number  of  square  feet  of  floor area within the Demised Premises and as its
denominator,  the  total  number  of square feet of floor area of all buildings
within  Lot Nos. 46.24 and 46.25 or, at Landlord's option, provided there shall


                                      15 <PAGE>
 



be  a  reasonable  basis  therefor,  the portion thereof affected by such cost,
including  the  Demised  Premises.  Notwithstanding the foregoing provisions of
this  Article, in the event the obligations of Tenant under this Article 12 are
specifically  identifiable  separate  charges  relating  to  Tenant  and/or the
Demised Premises, then, and in such event, the obligations of Tenant under this
Article  12  may,  at  Landlord's option, be measured and payable in accordance
with  such  separate  and  specifically  identifiable  charge  and  not  by the
provisions of the preceding sentence.

            Tenant  shall  have  the right, upon ten (10) days advance, written
notice  by  Tenant  to  Landlord,  during  regular business hours at Landlord's
office  to  audit,  inspect  and copy the books and records of Landlord for the
calendar  year  in  which  such audit, inspection or copying is made and/or the
calendar year immediately prior thereto with respect to any costs or item which
is  passed through to Tenant as Common Area Operating Costs.  Tenant shall keep
any  information  discovered  in  the  course of any such audit, inspection and
copying  confidential except as may be necessary in order for Tenant to enforce
its rights under this Lease or as may be required by law.

          Section 12.03.  Tenant, its concessionaires, officers, employees, and
agents may use the Common Areas, subject to such reasonable, non-discriminatory
rules  and  regulations as Landlord may from time to time impose, including the
designation  of  specific  areas in which vehicles owned or operated by Tenant,
its  concessionaires,  officers,  employees  and agents must be parked.  Tenant
shall  abide  by  such  rules  and  regulations  and cause its concessionaires,
officers,  employees,  agents,  customers  and  invitees  to  conform  thereto.
Landlord  may,  at any time, close temporarily any Common Areas to make repairs
or changes therein or to effect construction repairs or changes within Lot Nos.
46.24 and 46.25, and Landlord may do such other acts in and to the Common Areas
as  in  its  reasonable  judgment  may  be desirable to improve the convenience
thereof.   Landlord shall perform such other acts in a manner so as to minimize
interference  with  Tenant's  use  of the Demised Premises for the purposes set
forth  in  Section  2.01  hereof,  provided  that in no event shall Landlord be
required  to  use  overtime  or  premium pay labor.  If any such other acts are
performed in a manner which prevents Tenant from using the Demised Premises for
the  purposes  set  forth  in  Section 2.01 hereof or from having access to the
Demised  Premises,  in  either  case,  for three (3) consecutive days, then all
annual  minimum  rent and all additional rent payable pursuant to Section 7.03,
Article  12  and  Article 14 shall abate from the day such other acts prevented
Tenant  from  using  the Demised Premises for the purposes set forth in Section
2.01  hereof  or  having access to the Demised Premises, as the case may be, to
the  day  on  which  such  other  acts  no longer prevent Tenant from using the
Demised  Premises  for  the purposes set forth in Section 2.01 hereof or having
access to the Demised Premises, as the case may be.

                Section 12.04.  Notwithstanding anything to the contrary herein
contained,  Landlord  hereby  reserves  the  right  (and Tenant hereby consents
thereto)  to  construct  or permit the construction, use and maintenance within
the  Common Areas of Lot Nos. 46.24 and 46.25 including without limitation, the
parking  areas,  of  various  commercial  type  buildings,  structures,  and
appurtenances,  and  equipment incidental thereto.  Landlord shall exercise its
rights under this Section 12.04 in a manner so as to minimize interference with
Tenant's use of the Demised Premises for the purposes set forth in Section 2.01
hereof, provided that in no event shall Landlord be required to use overtime or
premium  pay  labor.    If Landlord's exercise of its rights under this Section
12.04  prevents  Tenant  from  using  the Demised Premises for the purposes set
forth  in Section 2.01 hereof or from having access to the Demised Premises, in
either  case,  for three (3) consecutive days, then all annual minimum rent and
all additional rent payable pursuant to Section 7.03, Article 12 and Article 14
shall  abate  from  the day Landlord's exercise of such rights prevented Tenant
from  using  the  Demised  Premises  for the purposes set forth in Section 2.01


                                      16 <PAGE>
 




hereof or having access to the Demised Premises, as the case may be, to the day
on  which  such  exercise  no  longer  prevents  Tenant  from using the Demised
Premises  for the purposes set forth in Section 2.01 hereof or having access to
the Demised Premises, as the case may be.


                      ARTICLE 13. UTILITIES

            Section 13.01.  Tenant shall pay, as and when they shall be due and
payable,  all water charges, taxes, water rates and/or meter charges, sprinkler
charges  (standby  or  otherwise),  sewer taxes, sewer charges, sewer fees, and
sewer  rental  taxes  and charges for utilities, including, without limitation,
the  charges  for gas, electricity, and other utilities furnished to Tenant and
consumed  in  the  Demised  Premises.    Tenant shall heat the Demised Premises
whenever  the  weather shall require. If Landlord, or any property of Landlord,
shall be held responsible for any expense covered by this Article, Tenant shall
pay  Landlord  the  amount  thereof  within  thirty (30) days following written
request.    Landlord  shall  not  be  responsible  to Tenant for any failure or
interruption of any such services, irrespective of the cause thereof.


                        ARTICLE 14. TAXES

          Section 14.01. (a) Subject to the reimbursement obligations of Tenant
hereinafter  set  forth,  Landlord shall pay during the Term of this Lease, all
real  estate  taxes  assessed  or  imposed  upon  or  respecting  the  land and
improvements  within  and upon Lot No. 46.25.  The term "real estate taxes" for
purposes  of  this Lease shall exclude income, franchise, estate or inheritance
taxes  levied  against  Landlord or taxes based upon rental receipts, but shall
include  any  taxes levied in lieu of or as a substitute for real estate taxes.
Tenant shall pay to Landlord, as additional rent, at the time and in the manner
set  forth  in  Section 14.01 (b), Tenant's proportionate share of such  taxes,
which  proportionate  share  shall  be based upon the method of calculation set
forth in Article 31 hereof.  Notwithstanding the foregoing, if the improvements
within  the Demised Premises and/or the balance of the improvements or any part
thereof  upon  Lot No. 46.25 shall receive a separate assessment based upon the
certification  of  the  Tax Assessor, then the taxes payable by Tenant for such
improvements may, at Landlord's option, be based thereon.

             Section 14.01.  (b) All amounts payable by Tenant pursuant to this
Article  shall  be  paid  to  Landlord in monthly installments on or before the
first day of each calendar month, in advance, in an amount reasonably estimated
by  Landlord;  provided,  that  in  the  event   Landlord is required under any
mortgage  encumbering  Lot No. 46.25 to escrow real estate taxes, Landlord may,
but  shall  not be obligated to, use the amount required to be so escrowed as a
basis  for  its estimate of the monthly installments due from Tenant hereunder.
As  soon  as  shall  be reasonably practicable following the expiration of each
calendar  year  during  the  Lease  Term,  Landlord shall furnish Tenant with a
written  statement of the actual amount of Tenant's share of the taxes for such
year.  If  the  total amount paid by Tenant under this section for any calendar
year during the Lease Term shall be less than the actual amount due from Tenant
for  such  year,  as  shown on such statement, Tenant shall pay to Landlord the
difference  between  the  amount paid by Tenant and the actual amount due, such
deficiency  to  be  paid  within  thirty  (30)  days  after  demand therefor by
Landlord;  and  if  the  total  amount  paid  by  Tenant hereunder for any such
calendar year shall exceed such actual amount due from Tenant for such calendar
year,  such  excess  shall  be applied by Landlord to the next accruing monthly
installments  of  taxes  due from Tenant or, at Landlord's option, to any other
charges payable by Tenant. For the calendar years in which this Lease commences
and  terminates  the  provisions  of  this  Section  shall  apply, and Tenant's
liability  for its share of taxes for such years shall be subject to a pro rata


                                      17 <PAGE>
 



adjustment  based on the number of days of said calendar years during the Lease
Term.   Prior to or at the commencement of the Lease Term and from time to time
thereafter  throughout the Lease Term, Landlord may notify Tenant in writing of
Landlord's  reasonable estimate of Tenant's monthly installments due hereunder.
Tenant's  obligations  under  this  Section shall survive the expiration of the
Lease  Term.   Landlord shall provide Tenant with a copy of the most recent tax
bill for Lot No. 46.25 upon request therefor.

              Section 14.02. Tenant shall be liable for all taxes on or against
property  and  trade  fixtures  and  equipment placed by Tenant in or about the
Demised  Premises,  or  taxes on Tenant's right to occupy the Demised Premises.
If  any  such  taxes are levied against Landlord or Landlord's property, and if
Landlord  pays  same,  or  if  the assessed valuation of Landlord's property is
increased by the inclusion therein of a value placed upon such property, and if
the  Landlord  pays  the taxes based on such increased assessment, Tenant, upon
demand, shall repay to Landlord the taxes so paid by Landlord or the portion of
such taxes resulting from such increase in assessment.


                ARTICLE 15. REMEDIES OF LANDLORD

        Section 15.01. (a) If Tenant shall default in the payment of the annual
minimum  rental  reserved  herein,  or in the payment of any item of additional
rent  or  other monies due hereunder, or any part of same, and any such default
shall  continue  for  more  than  five  (5)  days  after written notice of such
default; or

         Section 15.01. (b) If Tenant shall default in the observance of any of
the  provisions,  covenants  and conditions of this Lease (other than a default
covered  by  subsection  (a)  above  and  other  than  Sections which provide a
specific  period  or date for performance), and such default shall continue for
more  than  thirty  (30) days after written notice of such default, or for such
other period provided in the relevant Section hereof; or

       Section 15.01.  (c)  If Tenant shall fail to occupy the Demised Premises
and  open  for business at the commencement of the Term of this Lease, as above
provided,  or  if the Demised Premises shall be abandoned, deserted or vacated,
or  if Tenant shall sublet the Demised Premises or assign this Lease, except as
herein provided; or  

         Section 15.01.  (d) If Tenant or any guarantor of Tenant's obligations
hereunder shall make an assignment for the benefit of creditors, or if any such
party  shall  file  or  have  filed against  it a petition in bankruptcy, or be
adjudicated  a bankrupt by any court and such adjudication shall not be vacated
within  sixty  (60) days, or if Tenant or any guarantor of Tenant's obligations
hereunder  takes  the  benefit  of  any  insolvency  act,  or  if Tenant or any
guarantor  of  Tenant's  obligations  hereunder  be  dissolved  voluntarily  or
involuntarily  or  have a receiver of its property appointed in any proceedings
other  than  bankruptcy  proceedings  and such appointment shall not be vacated
within  sixty  (60)  days  after  it  has  been  made,  or if any levy, sale or
execution  of any kind is made upon or of any property of Tenant in the Demised
Premises; then, upon the happening of any one or more of the defaults or events
specified above, at the option of Landlord: (1) upon ten (10) days notice to
Tenant, this Lease  and  the  Term  hereof  shall  wholly  cease  and  terminate
on the date specified  within  the  notice,  with  the same force and effect as 
though such termination  was  the  date  of  the  expiration of the Term of this
Lease, and thereupon,  or  at  any  time  thereafter,  Landlord may re-enter
said premises either  by  force,  or  otherwise,  and  have possession of the
same and/or may recover  possession  thereof  by  summary  proceeding, or
otherwise (but Tenant


                                      18 <PAGE>
 



shall  remain liable to Landlord as hereinafter provided); or (2) Landlord may,
without further notice, exercise any remedy available at law or in equity.

           Section 15.02.  In case of any default, event, re-entry, expiration,
termination  and/or  dispossession by summary proceedings, or otherwise, Tenant
shall,  nevertheless,  remain and continue liable to Landlord in a sum equal to
all  annual  minimum rental and additional rent herein reserved for the balance
of  the  Term herein demised as the same may become due and payable pursuant to
the  provisions  of  this  Lease.    Landlord  may  repair or alter the Demised
Premises in such manner as Landlord may deem reasonably necessary or advisable,
and/or  let or relet the Demised Premises and any and all parts thereof for the
whole  or any part of the remainder of the original Term hereof or for a longer
period,  in Landlord's name, or as the agent of Tenant, and, out of any rent so
collected  or  received,  Landlord shall, first, pay to itself, the expense and
cost of retaking, repossessing, repairing and/or altering the Demised Premises,
and  the expense of removing all persons and property therefrom, second, pay to
itself,  any  cost  or expense sustained in securing any new tenant or tenants,
and  third, pay to itself, any balance remaining on account of the liability of
Tenant  to  Landlord  for  the  sum  equal  to  the  annual  minimum rental and
additional  rent  reserved herein and unpaid by Tenant for the remainder of the
Term  herein  demised.  Any entry or re-entry by Landlord, whether had or taken
under  summary  proceedings or otherwise, shall not absolve or discharge Tenant
from  liability  hereunder.    Nothing  in  this  Section  15.02 is intended to
constitute  a  waiver  by Tenant of the duty of Landlord to mitigate damages in
the  event  of  Tenant's default to the extent such duty exists pursuant to New
Jersey  law,  provided,  however,  Tenant  agrees  that  Landlord  shall not be
required  to  retain the services of an outside third party broker and Landlord
shall  not  be  deemed  to  have  failed  to use reasonable efforts to mitigate
damages  if  Landlord  shall  not retain the services of an outside third party
broker.

             Section 15.03.  Should any rent so collected by Landlord after the
payment  aforesaid  be insufficient fully to pay to Landlord a sum equal to all
annual  minimum  rental  and  additional  rent  herein reserved, the balance or
deficiency  shall be paid by Tenant on the rent days herein specified; that is,
upon  each  of  such  rent  days Tenant shall pay to Landlord the amount of the
deficiency  then  existing  and  Tenant shall be and remain liable for any such
deficiency,  and  the  right  of  Landlord  to  recover  from Tenant the amount
thereof,  or  a  sum  equal  to  the  amount  of  all annual minimum rental and
additional  rent  herein reserved if there shall be no reletting, shall survive
the issuance of any dispossessory warrant or other termination hereof.

            Section 15.04. Suit or suits for the recovery of such deficiency or
damage, or for a sum equal to any installment or installments of annual minimum
rental  or  additional  rent hereunder, may be brought by Landlord from time to
time  at  Landlord's  election, and nothing herein contained shall be deemed to
require Landlord to await the date on which this Lease or the Term hereof would
have  expired by limitation had there been no such default by Tenant or no such
termination or cancellation.

          Section 15.05.  Tenant hereby expressly waives service of  any notice
of    intention  to  re-enter subsequent to the giving of the aforesaid notices
under    Section 15.01 above.  Tenant hereby expressly waives any and all right
to  recover  or regain possession of the Demised Premises or to reinstate or to
redeem  this  tenancy or this Lease as is permitted or provided by or under any
statute, law, or  decision now or hereafter in force and effect.

            Section 15.06.  Tenant shall reimburse Landlord, within thirty (30)
days    following written demand, for any reasonable counsel fees or collection
charges  incurred  or expended by Landlord by reason of Tenant's default in the
performance  of  any    provision, covenant, or condition of this Lease and any


                                      19 <PAGE>
 



such amounts, at the option of Landlord, may be recovered in the same action or
proceeding forming the basis of the default or in another action or proceeding.

        Section 15.07.  Notwithstanding any other remedy provided for hereunder
and  without  the requirement of notice, except as provided in this Section, if
Tenant   shall not comply with any of its obligations hereunder, Landlord shall
have  the    right,  at  Landlord's  sole option, at anytime in the event of an
emergency  or    otherwise  after  ten (10) days notice to Tenant, to cure such
breach  at  Tenant's    expense. Tenant shall reimburse Landlord, within thirty
(30)  days  following  demand,   as additional rent, for all costs and expenses
incurred  by  Landlord  in curing such  breach, together with interest computed
thereon  at  the  rate  of  fifteen (15%) percent per annum or the maximum rate
permitted by law, whichever shall be the  lesser.

          Section 15.08.  Notwithstanding anything to the contrary contained in
this    Lease,  if  Tenant  fails to pay any rent, additional rent or any other
money  item  due  hereunder  within  thirty  (30)  days  after same are due and
payable,  Landlord  shall  have  the  right (in addition to any other rights or
remedies  of  Landlord  and  without the requirement of any notice) to commence
immediate legal proceedings or action for dispossession and damages or Landlord
may  avail itself of any other remedies at law or in equity and include in such
action  or  proceeding  any  amounts then due and payable as of the date of the
commencement  of such action or proceeding.  Notwithstanding anything contained
in  this  Lease,  if Tenant fails to pay any monetary items due hereunder on or
prior  to  the date which is ten (10) days following the date on which the same
are  due  and  payable, a late charge of four ($.04) cents for each ONE ($1.00)
DOLLAR  so  overdue shall become immediately due and payable to the Landlord as
damages  for failure to make prompt payment and the same shall be considered as
additional rent hereunder payable together with the next installment of monthly
rent.    In addition, all such unpaid monetary items shall bear interest at the
rate  of  fifteen (15%) percent per annum or the maximum rate permitted by law,
whichever  shall  be  the  lesser, from the date such monies were due until the
date on which Landlord shall receive payment.

            Section 15.09.  The rights and remedies whether herein or elsewhere
provided in this Lease shall be cumulative and the exercise of any one right or
remedy shall not preclude the exercise of or act as a waiver of any other right
or remedy of Landlord hereunder, or which may be existing at law, or in equity,
by statute or otherwise.

          Section  15.10.    Tenant  covenants and agrees to give any mortgagee
and/or  ground  lessor  of the Center or any portion thereof of whom Tenant has
notice,  notice  of any default by Landlord under this Lease and such mortgagee
and/or  ground  lessor  shall  be  afforded  the  right (but shall not have the
obligation)  to  cure  any default by Landlord within such reasonable period of
time as may be required by such mortgagee and/or ground lessor.



               ARTICLE 16. WAIVER OF TRIAL BY JURY

          Section 16.01.  It is mutually agreed by and between Landlord, Tenant
and  any  guarantor of the obligations of Tenant hereunder, that the respective
parties  hereto  shall  and  they  hereby do waive trial by jury in any action,
proceeding,  or  counterclaim  brought  by  the  parties  hereto on any matters
whatsoever  arising  out  of  or  in  any  way  connected  with this Lease, the
relationship  of  Landlord and Tenant, Tenant's use or occupancy of the Demised
Premises,  and/or  any claim of injury or damage, and any emergency, summary or
statutory  remedy.  If  Landlord commences any summary proceeding, or any other
action  for  collection  of rent or additional rent hereunder, Tenant shall not
interpose any counterclaim (other than compulsory counterclaims) or cross claim


                                      20 <PAGE>
 


of  any  nature  in  any  such  proceeding  or action, nor shall Tenant move to
consolidate any such claim with any claim being maintained by Landlord.


                 ARTICLE 17. ACCESS TO PREMISES

       Section 17.01.  Landlord and its designees shall have the right to enter
upon  the  Demised  Premises  at  all  times  in  the  case of an emergency and
otherwise  upon  at  least twenty-four (24) hours notice to inspect and examine
same,  to  make repairs, additions, alterations, or improvements to the Demised
Premises,  the  Building  within  which the Demised Premises are located or any
property  owned  or  controlled  by  Landlord within such Building.  Landlord's
rights  of entry as aforesaid, and the taking of all property into and upon the
Demised  Premises  that  may  be required in connection therewith, shall not be
considered  an  eviction  of  Tenant,  in  whole  or  in  part, constructive or
otherwise,  and Landlord shall not be liable to Tenant for any expense, damage,
or  loss  or  interruption of the business of Tenant by reason thereof, and the
rent  reserved  hereunder shall continue without abatement during the period of
any  such  entry and while such repairs, alterations, improvements or additions
are being made.  Landlord or Landlord's designees shall have the right, upon at
least  twenty-four  (24)  hours  notice,  to  enter the Demised Premises at all
reasonable  times  to  show  the  Demised  Premises  to prospective purchasers,
mortgagees  or lessees of the Demised Premises or building of which the Demised
Premises  form  a part.  During the six month period prior to the expiration of
the  Term  hereof,  Landlord  may  exhibit  the Demised Premises to prospective
tenants  and  Landlord may place upon the Demised Premises notices reading, "To
Let" or "For Rent", which notices Tenant shall allow to be posted conspicuously
without molestation.

If  Landlord,  in  the  exercise  of  its  rights  under this Article 17, shall
unreasonably interfere with Tenant's occupancy of the Demised Premises and such
interference results in Tenant being unable to use the Demised Premises for the
purposes  set forth in Section 2.01 hereof for three (3) consecutive days, then
all  annual  minimum  rent  and all additional rent payable pursuant to Section
7.03,  Article  12  and  Article  14  shall  abate  from the date on which such
interference  resulted  in  Tenant being unable to use the Demised Premises for
the  purposes set forth in Section 2.01 hereof until the earlier of the date on
which  Tenant  resumes, or is again able to resume, use of the Demised Premises
for the purposes set forth in Section 2.01 hereof.

                      ARTICLE 18. NO WAIVER

           Section 18.01.  No delay or omission of the exercise of any right by
either  party  hereto  shall  impair  any such right or shall be construed as a
waiver  of  any default or as acquiescence therein.  One or more waivers of any
provision,  covenant,  or  condition of this Lease by either party shall not be
construed by the other party as a waiver of a subsequent breach of any other or
the same provisions, covenant, or condition. No requirements whatsoever of this
Lease  shall  be  deemed  waived or varied because of either party's failure or
delay  in  taking  advantage  of  any default, and Landlord's acceptance of any
payment  from Tenant with actual or constructive knowledge of any default shall
not constitute a waiver of Landlord's rights in respect to such default, nor of
any subsequent or continued breach of any such default or any other requirement
of this Lease.

        Section 18.02.  No payment by Tenant or receipt by Landlord of a lesser
amount  than  the  rent or other sum stipulated to be paid or reserved shall be
deemed  to  be other than on account of the earliest stipulated or reserved sum
payable,  nor  shall  any  such payment and acceptance by Landlord be deemed an
accord  and  satisfaction  or  a  modification  or  waiver  of  any  rights  or
obligations or liabilities hereunder notwithstanding any  statement, written or
oral,  accompanying  such  payment,  or by way of endorsement or otherwise; and


                                      21 <PAGE>
 


Landlord  may  accept  any  such payment whether by check, draft or other means
whatsoever  without prejudice to Landlord's right to recover the balance owing,
or  to  pursue  any other remedy in this Lease or at law or in equity provided.
Landlord  may, at Landlord's option, accept payment of rent or any other charge
hereunder  from any person or entity other than the Tenant named herein and the
same  shall not constitute a recognition by Landlord of, or vest in said person
or entity, any rights hereunder.


                 ARTICLE 19. REQUIREMENTS OF LAW;
                     INSURANCE REQUIREMENTS

          Section 19.01.  In Tenant's performance of its rights and obligations
under  this Lease, including without limitation, any preterm right,  obligation
or  entry into the Demised Premises, Tenant covenants and agrees to comply with
all laws, orders, and regulations of federal, state, city, county, governmental
and  municipal  authorities,  fire  insurance  rating  organizations  and  fire
insurance underwriters, and insurance companies issuing coverage respecting the
Demised  Premises  and  Tenant  shall  make  all  alterations  or installations
necessary  to  comply  therewith. Notwithstanding anything in this Lease to the
contrary,  Tenant  shall  not  be  obligated  to  make  any  alterations  or
installations  necessary  to  comply  with law to those portions of the Demised
Premises  which  Landlord  is  obligated  to repair throughout the term of this
Lease pursuant to Section 6.03 hereof unless such alteration or installation is
required by law on account of Tenant's particular use or occupancy or manner of
use  or  occupancy  of the Demised Premises. Tenant shall secure all permits or
approvals  necessary  to  operate  its business within the Demised Premises and
shall  only operate its business within the Demised Premises in compliance with
all   laws,  orders  and  regulations  of  federal,  state,  city  and  county,
governmental and municipal authorities, fire insurance rating organizations and
fire  insurance  underwriters,  and  insurance  companies  issuing  coverage
respecting the Demised Premises.

         Section 19.02.  Tenant shall not use or occupy the Demised Premises or
do    or  permit  anything to be done therein in any manner which shall make it
impossible    for  Landlord  and/or  Tenant  to  obtain  at  standard rates any
insurance  required  or  desired, or which will invalidate or increase the cost
to Landlord of any insurance.

           Section 19.03.  If, by reason of Tenant's failure to comply with the
provisions  of  Section  19.01 above, or if, by reason of any act or failure to
act  of   Tenant, its agents, servants, contractors, employees or licensees, or
if,  by  reason    of the use of the Demised Premises, the fire insurance rates
applicable  to  the  Demised Premises, or of the Building or any other premises
in  said  Building,  shall    be  increased  above  the  rate applicable to the
occupancy  permitted  hereunder,    Tenant shall pay to Landlord, within thirty
(30)  days  following  demand,  the  amount    of  additional  premium for fire
insurance payable by reason thereof.

               Section 19.04.  No abatement, diminution, or reduction in annual
minimum  rental or any sums constituting additional rent shall be claimed by or
allowed  to  Tenant for any inconvenience or interruption, cessation or loss of
business  caused    directly  or  indirectly,  by  any  present or future laws,
ordinances,  rules  or  regulations,  requirements or orders of federal, state,
county,  township  or  municipal    governments  or  any other lawful authority
whatsoever,  or by priorities, rationing, or curtailment of labor or materials,
or by war, civil commotion, strikes or riots, or  any manner or thing resulting
therefrom, or by any other cause or causes beyond  the control of Landlord, nor
shall this Lease be affected by any such causes.




                                      22 <PAGE>



                         ARTICLE 20. SIGNS

           Section 20.01.  Tenant shall not place, install or maintain any sign
upon  or    outside  the  Demised  Premises  or in the Center until approved by
Landlord,  which  approval  shall not be unreasonably withheld or delayed;  nor
shall Tenant place, install or maintain any awning, canopy,  aerial, antenna or
the like in or upon the Demised Premises, the Building or the Center.  Any sign
must  conform  to  all  applicable  rules, regulations, codes and directives of
governmental  agencies  having  jurisdiction, and Tenant shall, at its expense,
apply    for  and  obtain  all  permits  necessary in connection therewith.  If
Landlord  shall    submit  to  Tenant a general sign criteria or specification,
Tenant  shall  comply  therewith.    Tenant shall be solely responsible for all
maintenance and repairs respecting its signs.


            ARTICLE 21. TENANT'S ADDITIONAL COVENANTS

          Section 21.01.  Tenant covenants and agrees for itself, its officers,
employees,  contractors,  agents,  servants,  licensees,  invitees, subtenants,
concessionaires, and all others doing business with Tenant (hereinafter for the
purposes of  this Article, collectively referred to as "Tenant") that:

      (a)    There is no clause (a) to this Section 21.01;

      (b)     Tenant  shall not encumber or obstruct the Center or sidewalks in
and about the Demised Premises;

      (c)  Tenant shall not display, advertise or sell its products or goods in
the Common Areas of the Center or sidewalk in and about the Demised Premises;

        (d) Tenant shall not permit any deliveries to be made through the front
entrance of the Demised Premises unless there is no access thereto otherwise;

            (e)   Tenant shall not cause or permit trash, refuse, dirt or other
rubbish  to accumulate on the Demised Premises or in the Center and shall cause
same to be promptly removed;

      (f)  Tenant shall not injure, overload, deface, commit waste or otherwise
harm the Demised Premises or any part thereof;

      (g)  Tenant shall not commit any nuisance;

      (h) Tenant shall not permit the emission from the Demised Premises of any
objectionable noise or odor;

        (i) Tenant shall not burn any trash, rubbish, dirt or refuse within the
Center;

            (j)  Tenant  shall  use  the Demised Premises only for business and
commercial  purposes (subject to the provisions of Article 2 hereof) and Tenant
shall  not  use,  allow  or  permit any industrial, manufacturing or processing
activities within the Demised Premises, except as may be expressly permitted by
Section 2.01 of this Lease;

            (k)  Tenant shall conform and comply with all nondiscriminatory and
uniformly  applicable  rules  and  regulations  which  Landlord  may reasonably
promulgate for the management and use of the Center;

          (l) Tenant shall not use any advertising medium that may constitute a
nuisance, such as loudspeakers, sound amplifiers or phonographs, in a manner to
be heard outside the Demised Premises;


                                      23 <PAGE>



       (m) Tenant shall cooperate with Landlord in promoting the use of the name
of the Center;

         (n) Tenant shall not place a load on any floor of the Demised Premises
exceeding  the  floor  load  per  square  foot which such floor was designed to
carry;
 
      (o) Tenant shall not install, operate or maintain in the Demised Premises
any  electrical  equipment which will overload the electrical system therein or
any  part  thereof  beyond  the  capacity  for  proper  and  safe operation, as
determined  by Landlord, in relation to the overall system and requirements for
electricity in the Building;

            (p)  Tenant  shall not install, operate, or maintain any electrical
equipment  in the Demised Premises which does not comply with applicable codes;
and

       (q) No portion of the Demised Premises shall be used or occupied for the
sale,  dispensing, storage or display of food, foodstuffs, or food products for
consumption  on  or off the Demised Premises, provided that the foregoing shall
not  prohibit  the  use  and  occupancy of the Demised Premises as permitted by
Section  2.01  hereof  nor the installation and use of vending machines serving
solely Tenant's employees.


               ARTICLE 22. EASEMENTS FOR UTILITIES

        Section 22.01. Landlord or its designee shall have the right and Tenant
shall permit Landlord or its designee to erect, use, maintain and repair pipes,
cables,  conduits,  plumbing,  vents  and  wires in, to and through the Demised
Premises as and to the extent that Landlord may now or hereafter deem necessary
or  appropriate  for the use or proper operation and maintenance of the Demised
Premises,  or  the  Building  or  any  other portion of the Center.  Landlord's
rights  under  this  Article shall be exercised, as far as practicable, in such
manner  as  to  avoid  unreasonable interference with Tenant's occupancy of the
Demised  Premises.    If  Landlord,  in  the  exercise of its rights under this
Section  22.01,  shall  unreasonably  interfere  with Tenant's occupancy of the
Demised  Premises  and  such interference results in Tenant being unable to use
the  Demised  Premises  for  the  purposes set forth in Section 2.01 hereof for
three  (3)  consecutive days, then all annual minimum rental and all additional
rent  payable  pursuant  to Section 7.03, Article 12 and Article 14 shall abate
with  respect  to the Demised Premises from the date on which such interference
resulted  in  Tenant  being unable to use the Demised Premises for the purposes
set  forth in Section 2.01 hereof until the earlier of the date on which Tenant
resumes,  or  is  again  able  to  resume,  use of the Demised Premises for the
purposes set forth in Section 2.01 hereof.


               ARTICLE 23. CONSENTS AND APPROVALS

          Section 23.01.  With respect to any provision of this Lease providing
that Landlord shall not unreasonably withhold or unreasonably delay any consent
or  any  approval,  Tenant,  in  no event, shall be entitled to make, nor shall
Tenant  make,  any  claim  for,  and  Tenant  hereby waives any claim for money
damages;   nor  shall  Tenant  claim  any  money  damages  by  way  of  setoff,
counterclaim  or  defense,  based  upon  any  claim or assertion by Tenant that
Landlord  has  unreasonably  withheld  or  unreasonably  delayed any consent or
approval;  but Tenant's sole remedy shall be an action or proceeding to enforce
any  such  provision,  or  for  specific performance, injunction or declaratory
judgment.



                                      24 <PAGE>



                      THERE IS NO ARTICLE 24 TO THIS LEASE 


                ARTICLE 25. END OF TERM HOLDOVER

          Section 25.01.  If the last day of the Term of  this Lease falls on a
Sunday,  or  legal  holiday,  this  Lease  shall  expire  on  the business  day
immediately following.  Upon the expiration or other termination of the Term of
this   Lease, Tenant shall quit and surrender to Landlord the Demised Premises,
together  with  all  buildings  and improvements thereon,  "broom-clean" and in
good  order  and  condition,  ordinary wear and tear and damage by the elements
excepted, and Tenant shall thereupon remove all property of Tenant and, failing
to  do  so,  Landlord  may cause all of the said property to be removed, stored
and/or  disposed of at the expense  of Tenant.   Tenant shall pay all costs and
expenses  thereby incurred. Any property not so removed shall be deemed to have
been  abandoned  by  Tenant  and may be  retained or disposed of by Landlord as
Landlord,  in  its sole discretion, shall  determine and Tenant hereby releases
Landlord  from  all  claims  for loss or damage to such property arising out of
such retention or disposition thereof.  Tenant's obligations under this Article
shall survive the expiration or other termination of  the Term of this Lease.

        Section 25.02.  If Tenant remains in possession of the Demised Premises
at    the expiration of the Term hereof, Tenant, at Landlord's option, shall be
deemed  to   be occupying the Demised Premises as a tenant from month to month,
at  a  monthly  rental equal to one hundred and fifty (150%) percent of the sum
of  the  monthly  installment  of  annual minimum rent  payable during the last
month of the Term hereof plus all additional rent coming due hereunder.  In the
event  of such holdover,  Tenant's occupancy of the Demised Premises, except as
aforesaid,   shall  be  subject    to  all  other  conditions,  provisions  and
obligations  of  this  Lease, but only insofar as  the same are applicable to a
month  to  month  tenancy.  Such month to month  tenancy shall be terminable by
Landlord  upon  one  (1)  month's notice to Tenant, and  if Landlord shall give
such  notice, Tenant shall quit and surrender the Demised  Premises to Landlord
as above provided.

          Section 25.03.  Notwithstanding anything to the contrary contained in
this  Lease,  if  Landlord shall be unable to provide possession of the Demised
Premises  because  of  the holding-over or retention of possession of any prior
tenant,  undertenant or occupants, or for any other reason whatsoever, Landlord
shall not be subject to any liability for the failure to give possession on the
date  herein  provided,  if  any,  and  the validity of this Lease shall not be
impaired  under such circumstances, but the term of the Lease shall be extended
proportionately  until  after  Landlord  shall have given Tenant written notice
that  the  Demised Premises are ready for Tenant's occupancy.  If permission is
given  to Tenant to enter into  possession of the Demised Premises or to occupy
premises  other  than  the  Demised Premises prior to the date specified as the
commencement  of  the term of this Lease, Tenant covenants and agrees that such
occupancy  shall  be deemed to be under all of the terms, covenants, conditions
and  provisions  of  this  Lease.    Nothing in this Section 25.03 shall impair
Tenant's right to terminate this Lease pursuant to Section 5.04 hereof.


                ARTICLE 26. AUTHORITY TO EXECUTE

         Section 26.01. Landlord and Tenant do hereby respectively represent to
the  other that it has the capacity to enter into this Agreement.


                       ARTICLE 27. NOTICES

            Section 27.01.  All notices, demands, certifications, designations,


                                      25 <PAGE>
 


statements and other communications to be given pursuant to this Lease shall be
in  writing  and  sent  by  prepaid  certified  or registered U.S. mail, return
receipt  requested, or by a recognized overnight courier service which requires
acknowledgment  of  receipt  of  delivery from addressee, to the address of the
parties  below  specified  or  at such other address as may be given by written
notice  in  the  manner  prescribed  in this paragraph.  Landlord's address for
notice  shall  be  c/o  National  Realty & Development Corp.,  3 Manhattanville
Road,  Purchase,  New  York  10577.  Tenant's address for notices shall be  the
address  first  set forth above for Tenant.  Notice shall be deemed to be given
upon  receipt  or refusal of receipt by addressee.  Addresses for notice may be
changed by giving notice pursuant to this Section.


                       ARTICLE 28. BROKER

          Section 28.01.  Tenant covenants, warrants and represents that it has
dealt  with  no  broker except Prodevco Management Group, 2025 Lincoln Highway,
Edison,  New  Jersey  08817  ("PRODEVCO")  respecting  this  Lease  and that no
conversations,  correspondence  or  negotiations were had by it with any broker
except  with  said  PRODEVCO  concerning  the renting or leasing of the Demised
Premises.    Tenant shall hold Landlord and National Realty & Development Corp.
harmless  and defend (by counsel satisfactory to Landlord) said parties against
any  claims  for  a  brokerage  commission  arising  out  of any conversations,
correspondence or negotiations had by it with any broker except said PRODEVCO. 

      Section  28.02.   Landlord covenants, warrants and represents that it has
dealt  with  no  broker except Prodevco Management Group, 2025 Lincoln Highway,
Edison,  New  Jersey  08817  ("PRODEVCO")  respecting  this  Lease  and that no
conversations,  correspondence  or  negotiations were had by it with any broker
except  with  said  PRODEVCO  concerning  the renting or leasing of the Demised
Premises.    Landlord  shall  hold  Tenant  harmless  and  defend  (by  counsel
satisfactory  to  Tenant)  said  parties  against  any  claims  for a brokerage
commission arising out of any conversations, correspondence or negotiations had
by  it with any broker except said PRODEVCO. Landlord shall pay any commissions
owing to said PRODEVCO in accordance with separate agreement.


                ARTICLE 29. MEMORANDUM OF LEASE

           Section 29.01.  Tenant agrees not to record this Lease.  The parties
agree,  upon  request  of  either, to execute, in recordable form, a short form
lease  entitled  "Memorandum  of  Lease", it being the intention of the parties
that  this  Lease  will  not  be recorded, but only a memorandum thereof.  Such
short  form  lease  shall  contain  those  provisions of this Lease as shall be
desired  in  the  reasonable  discretion  of  counsel  for  the parties hereto,
provided  that  in  no event shall such short form lease contain any provisions
relevant  to  the annual minimum rent and/or additional rent payable under this
Lease.




                      ARTICLE 30. AIR AND WATER POLLUTION

          Section 30.01.  Tenant hereby indemnifies and saves Landlord harmless
against  any  claim,  damage,  liability,  costs,  penalties or fines which the
Landlord    may  suffer  as  a result of air, land or water pollution caused by
Tenant  in  its  use  or occupancy or manner of use or occupancy of the Demised
Premises  or  in  its  storage,  handling,  possession,  transportation  and/or
disposal  of  any  Hazardous  Waste  or  Hazardous Substance (as such terms are
hereafter  defined) within or about the Demised Premises.  Tenant covenants and


                                      26 <PAGE>
 


agrees  to  notify   Landlord immediately of any claim or notice served upon it
with  respect  to  any    such  claim that Tenant is causing air, land or water
pollution; and Tenant, in any  event, will take immediate steps to halt, remedy
and  cure  any  pollution of air, land  or water caused by Tenant by its use of
the Demised Premises, at its sole cost and  expense.

             Section 30.02.  (a) Tenant shall comply with all state and federal
environmental  laws,  including the Spill Compensation and Control Act ("SCCA")
(N.J.S.A.   58:10-23.11 et seq.) and the Industrial Site Recovery Act  ("ISRA")
(N.J.S.A.    13:1K-6  et  seq.)  as the same may have been or may hereafter  be
amended  (collectively, the "Environmental Statutes") as the same may relate to
Tenant's  use  and  occupancy  or  manner  of  use and occupancy of the Demised
Premises  or any act or failure to act of Tenant.  Tenant shall supply Landlord
on    demand  with  any  information  Landlord  may  require in order to enable
Landlord  to    comply  with  the  Environmental  Statutes,  including, without
limitation,  ISRA,  whether upon the transfer of title or closing of operations
at the Demised Premises, or for any reason whatsoever.

           Section 30.02. (b) Tenant shall not use the Demised Premises for the
purpose of  refining, producing, storing, handling, transferring, processing or
transporting  said     "Hazardous Substances", except in de minimis amounts, as
such  term  is  defined  in  N.J.S.A.  5B:10-23.llb(k) of the  New Jersey Spill
Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.). 

              Section  30.02.  (c) Tenant shall not use the Demised Premises to
generate,  manufacture, refine, transport, treat, store or handle, except in de
minimis  amounts, or dispose of "Hazardous  Substances", or "Hazardous Wastes",
as such terms are defined in N.J.A.C. 7:1-3.3.

           Section 30.02.  (d)  Tenant shall not cause or permit to exist, as a
result  of  an   intentional or unintentional action or omission on its part, a
releasing,  spilling,  leaking, pumping, emitting, pouring, emptying or dumping
of  a  "Hazardous    Substance",  except in de minimis amounts, as such term is
defined  in N.J.S.A. 58:10-23.llb(k) into waters of the  State of New Jersey or
onto  the  lands  from  which it might flow or drain into said  waters, or into
waters  outside  the  jurisdiction of the State of New Jersey where  damage may
result  to  the  lands, waters, fish, shellfish, wildlife, biota, air and other
resources owned, managed, held in trust or otherwise controlled by the State of
New Jersey.

              Section 30.02. (e) Tenant shall not use the Demised Premises as a
"Major Facility", as such term is defined in N.J.S.A. 58:10-23.lb(1).

       Section 30.02.  (f)  Tenant shall not install nor permit to be installed
in  the  Demised Premises friable asbestos or any substance containing asbestos
and deemed hazardous by federal or state regulations respecting such material.

              Section  30.03.  Tenant represents that Tenant has not received a
summons,  citation,  directive, letter or other communication, written or oral,
from  the  New  Jersey  Department  of  Environmental Protection concerning any
intentional  or  unintentional action or omission on Tenant's part resulting in
the  releasing,  spilling,  leaking,  pumping,  pouring,  emitting, emptying or
dumping  of  "Hazardous  Substances",  as  such  term  is  defined  in N.J.S.A.
58:10-23.llb(k),  into the waters or onto the lands of the State of New Jersey,
or  into  the  waters  outside  the  jurisdiction  of  the  State of New Jersey
resulting in damage to the lands, waters, fish, shellfish, wildlife, biota, air
and  other  resources  owned, managed, held in trust or otherwise controlled by
the State of New Jersey.

             Section 30.04. (a) In the event that Tenant does not expeditiously
proceed  with any compliance with respect to the Demised Premises, the Building


                                      27 <PAGE>
 



or  the  Center  required  of  it  by  any State or Federal authority under the
Environmental Statutes, Landlord may after two (2) days notice to Tenant, elect
to  undertake  such  compliance in order to protect its interest in the Demised
Premises.  Any  monies  expended  by  Landlord  in  efforts  to comply with any
environmental  statute  (including  but  not  limited  to:  the costs of hiring
consultants, undertaking sampling and testing, performing any cleanup necessary
or  useful  in the compliance process and reasonable attorney's fees), together
with  interest at fifteen (15%) percent per annum or the maximum rate permitted
by  law,  whichever  shall be the lesser, will be added to and payable with the
next  payment  of  annual minimum rental due from Tenant, or will be payable on
demand of Landlord.

              Section 30.04.  (b)  Upon demand by Landlord, Tenant will provide
Landlord  with  all  information  as to the use or manner of use of the Demised
Premises by Tenant, and an environmental audit of the Demised Premises which is
designed  to describe any materials on the Demised Premises which would require
a filing and/or any disclosure under the Environmental Statutes in the event of
any transfer or closure, or which would require remedial action under any other
Environmental Statutes.

          Section 30.04. (c)  In the event that Tenant receives notice from the
Department  of  Environmental Protection or any other governmental authority or
bureau  having or asserting jurisdiction thereover under SCCA of a discharge on
or  about  the  Demised  Premises,  or  any  other  notice  of violation of the
Environmental Statutes or any alleged or claimed violation thereof, Tenant will
immediately  send  a  copy  of such notice to Landlord and Tenant will promptly
proceed to remedy the condition described in the notice.  Tenant shall take all
action  necessary  to  ensure  that the SCCA administrator does not spend Spill
Fund  monies  to  clean  up the site.  In the event that the SCCA administrator
should  spend money  cleaning up property owned by Landlord due to Tenant's use
or  occupancy  or manner of use or occupancy of the Demised Premises or the act
or  failure  to act of Tenant, and/or a lien is imposed on the Demised Premises
or  any  portion  of  the  parcel  of  which it forms a part or any property of
Landlord,  Landlord  may take such actions as it deems necessary to remove such
lien, including satisfaction thereof, or may require it to be bonded by Tenant,
and Tenant agrees to defend, indemnify and hold Landlord free and harmless from
and   against  all  loss,  costs,  damage  and  expense  (including  reasonable
attorney's  fees  and  costs)   Landlord may sustain by reason of the assertion
against Landlord by any party of any claim in connection therewith.


               ARTICLE 31. METHOD OF CALCULATION

              Section  31.01.  (a)      The parties hereto acknowledge that the
proportionate  share  payable  by  Tenant  pursuant to Section 7.03 and Section
14.01  shall  be determined by the type of use to which the Demised Premises is
to  be  put  -  i.e.,  processing  or non-office space or office space, thereby
creating  a  weighted  fraction  representing Tenant's proportionate share. The
numerator  of  such fraction shall be the sum of (a) the gross leasable area of
processing  or  non-office space within the Demised Premises; plus, (b) two (2)
times the gross leasable area of office space within the Demised Premises.  The
denominator  of such fraction shall be the sum of all the numerators, including
the  numerator  of  Tenant,  as calculated in the foregoing manner for each and
every  space  or  division  thereof  (whether  or  not  such space is leased or
occupied) within the Building or buildings upon Lot No. 46.25.  Notwithstanding
the  foregoing  provisions  of  this  Article,  in the event the obligations of
Tenant  under  either  Section  7.03  and/or  Article  14  of  this  Lease  are
specifically  identifiable  separate  charges  relating to Tenant, the Building
and/or  the Demised Premises, then, and in such event the obligations of Tenant
(including  Tenant's  proportionate  share  thereof)  under  this Lease may, at
Landlord's option, be measured and payable in accordance with such separate and


                                      28 <PAGE>
 



specifically  identifiable  charge.  For purposes of this Lease, as of the date
hereof  3,696  square  feet  is  deemed  to be leased as office space and 1,416
square  feet  is deemed to be leased as non-office or processing space.  In the
event Tenant shall hereafter make any alterations to the Demised Premises which
result  in  an  increase in the amount of office space, Tenant hereby covenants
and  agrees  to execute upon demand a modification of lease agreement modifying
this  Article  31  to  evidence  the  resulting  increase  in office space. The
foregoing  is  not to be construed in any manner so as to relieve Tenant of its
obligations pursuant to Section 6.01 hereof.

       Section 31.01. (b)  Landlord shall have the right at any time during the
Term  or  any  extension  term  hereof,  and Tenant hereby consents thereto, to
subdivide  Lot  Nos.  46.24  and/or  46.25  into such additional lot or lots as
Landlord  may  in its sole discretion elect and to expand Lot Nos. 46.24 and/or
46.25  as Landlord may in its sole discretion elect, provided that the whole of
the   Building   shall   remain   entirely   within   one   such   subdivision.
Notwithstanding  anything contained in this Lease to the contrary, in the event
of any such subdivision or expansion of Lot Nos. 46.24 and/or 46.25 by Landlord
then,  at  Landlord's  option,  (i)  references  in this Lease to Lot No. 46.24
and/or  46.25,  as  the  case  may  be,  may  be  deemed  to be to the original
(pre-subdivision  or pre-expansion) Lot No. 46.24 or 46.25, as the case may be,
or any portion(s) thereof of which the Demised Premises (or Common Areas) forms
a  part,  and (ii) in calculating Tenant's proportionate share(s), Landlord may
use  as  the denominator of the fraction(s) representing Tenant's proportionate
share(s)  the  building(s)  or  portions  thereof within said original Lot Nos.
46.24  and  46.25  or  any portion(s) thereof of which the Demised Premises (or
Common  Areas)  forms  a  part.  In the event of such subdivision or expansion,
Tenant  agrees  to  execute  an  agreement in recordable form setting forth the
description of Lot No. 46.24 and/or 46.25, as the case may be, as so subdivided
or expanded and as renamed and/or renumbered.


                   ARTICLE 32. SHIFT PREMISES

          Section 32.01.  Landlord hereby reserves the right (and Tenant hereby
acknowledges  and  consents  thereto),  after at least thirty (30) days written
notice to Tenant, to shift the location of the Demised Premises to an alternate
location  of  substantially  equivalent  size  and condition within the Center,
provided  Landlord  shall  reimburse  Tenant  for all reasonable actual out-of-
pocket  expenses  incurred  by Tenant in connection with such shift upon demand
therefor accompanied by paid invoices evidencing such expenses.


                      THERE IS NO ARTICLE 33 TO THIS LEASE
    


               ARTICLE 34. RELATIONSHIP OF PARTIES

          Section 34.01.  Nothing herein contained shall be deemed or construed
by  the  parties hereto, nor by any third party, as constituting the Landlord a
partner  of    Tenant  in  the conduct of Tenant's business, or as creating the
relationship  of  principal    and agent or joint venturers between the parties
hereto,  it  being  the  intention of the  parties hereto that the relationship
between  them  is  and  shall  at all times be and  remain that of Landlord and
Tenant  only.  Tenant agrees upon the demand of Landlord to deliver to Landlord
and  any mortgagee of Landlord the most recently available financial statements
of  Tenant and any guarantor of this Lease, certified to by an officer thereof,
and  updated  to  the  extent  reasonably  requested  by  Landlord  or any such
mortgagee.



                                      29 <PAGE>
 


                      ARTICLE 35. CAPTIONS

       Section 35.01. The Article captions contained herein are for convenience
only  and  do  not define, limit, or construe the contents of such Articles and
are in no way to be construed as a part of this Lease.


                     ARTICLE 36. DEFINITIONS

         Section 36.01. Words of any gender used in this Lease shall be held to
include  any  other  gender,  and words in the singular number shall be held to
include the plural, when the sense requires.

       Section 36.02. If any provision 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  to  persons or circumstances other than those as to which it is held
invalid  or  unenforceable, shall not be affected thereby and each provision of
this  Lease  shall  be valid and be enforced to the fullest extent permitted by
law.


                  ARTICLE 37. ENTIRE AGREEMENT

          Section 37.01.  This instrument of Lease contains the entire and only
agreement  between  the parties concerning the Demised Premises.  No prior oral
or  written  statements  or  representation, if any, of any party hereto or any
representative  of a party hereto, not contained in this instrument, shall have
any  force  or effect. This Lease shall not be modified in any way, except by a
writing executed by Landlord and Tenant.  No oral  agreement or representations
shall  be  deemed  to  constitute  a  lease  other  than  this agreement.  This
agreement  shall not be binding until it shall have been executed and delivered
by  Landlord  and  Tenant.  The submission of this Lease to Tenant prior to its
execution by Landlord shall not be an offer to lease.


               ARTICLE 38. SUCCESSORS IN INTEREST

        Section 38.01.  All provisions herein contained shall bind and inure to
the     benefit  of  the  respective  parties  hereto,  their  heirs,  personal
representatives,    successors  and  assigns,  as the case may be. In the event
Landlord  or  any successor-lessor (owner) of the Demised Premises shall convey
or  otherwise dispose of the  Demised Premises and/or the Center and/or the Tax
Lot  of  which  the  Demised    Premises  forms  a  part,  all  liabilities and
obligations  of  Landlord  or  such successor-lessor (owner), as Landlord under
this Lease shall terminate upon such conveyance or  disposal.

         Section 38.02.  If Landlord, or any successor in interest to Landlord,
shall  be    an  individual,  joint  venturer,  executor,  estate,  personal
representative,  conservator,  tenancy-in-common,  trustee, trust, partnership,
general  or  limited, limited liability partnership, limited liability company,
firm  or  corporation, there shall be no personal liability on the part of such
individual  or    on  the  part  of  any  members  of  such  joint  venture,
tenancy-in-common,  trustee,  trust, partnership, company, firm or corporation,
its  officers,  managers, directors, members or stockholders, or on the part of
such  joint  venture,  estate,  tenancy-in-common, trustee, trust, partnership,
company,  firm  or  corporation  as  to  any  of  the  provisions, covenants or
conditions  of  this  Lease.      Tenant hereby acknowledges that it shall look
solely  to the real property interest of  Landlord in Lot No. 46.25 (or, in the
event  of  a  subdivision  of  said  Lot, such subdivided portion thereof which
includes the Demised Premises) for the satisfaction or assertion of any claims,


                                      30 <PAGE>
 


rights  and  remedies  of  Tenant  against  Landlord, in the event of breach by
Landlord  of  any  of  the  terms,  provisions, covenants or conditions of this
Lease.


                      ARTICLE 39. SECURITY

              Section 39.01. Tenant has deposited with Landlord the sum of  SIX
THOUSAND  EIGHT  HUNDRED SIXTEEN and 00/100 ($6,816.00) DOLLARS as security for
the  faithful  performance  and  observance by Tenant of the terms, provisions,
covenants  and  conditions  of  this  Lease.    In the event Tenant defaults in
respect  of  any  of  the  provisions,  covenants and conditions of this Lease,
including,  but  not  limited  to,  the  payment  of  annual minimum rental and
additional  rent,  Landlord  may,  from time to time, use, apply, or retain the
whole  or  any part of the security so deposited to the extent required for the
payment of any annual minimum rental and additional rent or any other sum as to
which  Tenant  is in default or for any sum which Landlord may expend or may be
required  to  expend  by  reason  of  Tenant's default in respect of any of the
provisions,  covenants and conditions of this Lease, including, but not limited
to,  reasonable counsel fees and other collection charges, or of any damages or
deficiency  in  the  reletting,  repairing or altering of the Demised Premises,
whether  such damages or deficiency accrued before or after summary proceedings
or  other  re-entry  by  Landlord.  In  the  event  that Tenant shall fully and
faithfully  comply  with  all  the provisions, covenants and conditions of this
Lease,  the  security  shall be returned to Tenant, without interest, after the
expiration of the Lease, and after delivery of entire possession of the Demised
Premises to Landlord.  If, due to Tenant's default hereunder, Landlord shall be
entitled  to  apply or retain any portion of said security, Tenant shall within
thirty  (30) days following demand, deposit with Landlord such amount as may be
necessary  to  restore  the  amount  of security to the amount set forth in the
first  sentence  of  this  Article.  Tenant  shall  not  assign or encumber the
security deposited hereunder and neither Landlord or its successors or  assigns
shall  be  bound  by  any  such  assignment  or encumbrance.  In the absence of
evidence satisfactory to Landlord of any assignment of the right to receive the
security, or the remaining portion thereof, Landlord may return the security to
the  original  tenant  regardless  of  any  number  of assignments of the Lease
itself.  In  the  event of a sale of the Demised Premises or larger premises of
which the Demised Premises form a part, Landlord shall transfer the security to
the  purchaser  for  the benefit of Tenant and Landlord, after giving notice to
Tenant, shall be deemed released by Tenant from all liability for the return of
such  security  and  Tenant  shall  look solely to the new owner for the return
thereof.    No  holder  of any mortgage upon the Demised Premises or the larger
property  of  which  the  Demised Premises forms a part shall be responsible in
connection  with  the  security deposited hereunder unless such mortgagee shall
have in fact received such security and acknowledged such receipt in writing to
Tenant.


        IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
the day and year first above written.

ATTEST:                             46.25 ASSOCIATES L.P.,
                                    a Delaware limited partnership


                              By:   Middlesex Business Development Corp.  


                                          By:   /s/ Robert C. Baker
                                          Robert C. Baker
                                          President


                                      31<PAGE>


                                    MICROFRAME, INC.,
                                    a New Jersey corporation


                                          By:   /s/ Lonnie L. Sciambi
                                          Lonnie L. Sciambi
                                          President and Chief Executive Officer





















































                                      32<PAGE>

STATE OF NEW YORK     )
                        SS.:
COUNTY OF WESTCHESTER )   



           BE IT REMEMBERED, that on the 20th day of July, 1995, before me, the
subscriber,  a  notary  public  of the State of New York, , personally appeared
Robert  C. Baker, President of Middlesex Business Development Corp., as general
partner  of  46.25  ASSOCIATES  L.P.,  who, I am  satisfied, is the person  who
signed  the  within  instrument;  and  I  having  first  made known  to him the
contents  thereof,  he  thereupon  acknowledged that he signed, sealed with the
corporate  seal,  and  delivered the said instrument as such officer aforesaid,
and  that  the    within  instrument  is  the  voluntary  act  and deed of said
corporation  as  such  general  partner, made by virtue of the authority of its
board of directors.



                                  /s/ Patricia Ormerod
                                  NOTARY PUBLIC

                                    PATRICIA ORMEROD
                                    Notary Public, State of New York
                                    No. 4893560
                                    Qualified in Westchester County
                                    Commission Expires June 1, 1997



STATE OF NEW JERSEY   )
                        SS.:
COUNTY OF MIDDLESEX   )   



        BE IT REMEMBERED, that on the 13th day of July, 1995, before me, the
subscriber, a notary public of the State of New Jersey, personally appeared
Lonnie L. Sciambi, President and Chief Executive Officer of MICROFRAME, INC.,
who, I am  satisfied, is the person  who signed the within instrument; and I
having first made known  to him the contents thereof, he thereupon acknowledged
that he signed, sealed with the  corporate seal, and delivered the said
instrument as such officer aforesaid, and that the  within instrument is the
voluntary act and deed of said corporation, made by virtue of the authority of
its board of directors.



                                  /s/ Pauline Siecinski
                                  NOTARY PUBLIC

                                    PAULINE SIECINSKI
                                    NOTARY PUBLIC OF NEW JERSEY
                                    My Commission Expires Nov. 6, 1999







                                      33<PAGE>