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                                 LEASE AGREEMENT

                                     BETWEEN

                                 SHAV ASSOCIATES

                                   AS LANDLORD


                                      -AND-

                                 GLOBESPAN, INC.

                                    AS TENANT










PREMISES:  Entire Building
           100 Schulz Drive
           Red Bank, New Jersey 07701



DATED:     March 20, 2001






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                                      INDEX

ARTICLE                              CAPTION                         PAGE
-------                              -------                         ----

  1    Demised Premises, Term, Rent...................................  1

  2    Use............................................................  3

  3    Preparation of the Demised Premises............................  4

  4    When Demised Premises Ready for Occupancy......................  5

  5A   Taxes..........................................................  5

  5B   Operating Expenses, Costs, Building Services and Maintenance
       Responsibilities...............................................  6

  6    Subordination, Notice to Lessors and Mortgagees................ 10

  7    Quiet Enjoyment................................................ 11

  8    Assignment, Mortgaging, Subletting............................. 11

  9    Compliance with Laws and Requirements of Public Authorities.... 13

  10   Insurance...................................................... 14

  11   Rules and Regulations.......................................... 16

  12   Tenant's Changes............................................... 17

  13   Tenant's Property.............................................. 19

  14   Repairs and Maintenance........................................ 20

  15   Electricity.................................................... 20

  16   Heating, Ventilation and Air-Conditioning...................... 21

  17   Landlord's Other Services; Facilities Management............... 21

  18   Access, Changes in Building Facilities, Name................... 22

  19   Notices of Accidents........................................... 23

  20   Non-Liability and Indemnification.............................. 24

                                    (i)

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ARTICLE                             CAPTION                          PAGE
-------                             -------                          ----

  21   Destruction or Damage...........................................25

  22   Eminent Domain..................................................27

  23   Surrender.......................................................28

  24   Conditions of Limitation........................................28

  25   Re-Entry by Landlord............................................30

  26   Damages.........................................................31

  27   Waivers.........................................................32

  28   No Other Waivers or Modifications...............................33

  29   Curing Tenant's Defaults........................................34

  30   Broker..........................................................34

  31   Notices.........................................................34

  32   Estoppel Certificate............................................35

  33   Arbitration.....................................................35

  34   No Other Representations, Construction, Governing Law...........36

  35   Security........................................................37

  36   Parties Bound...................................................38

  37   Consents........................................................38

  38   Mortgage Financing - Tenant Cooperation.........................39

  39   Environmental Compliance........................................40

  40   Holding Over....................................................41

  41   Certain Definitions & Constructions.............................39


                                      (ii)
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ARTICLE                        CAPTION                               PAGE
------                         -------                               ----

  42   Option to Renew. . . . . . . . . . . . . . . . . . . . . . . . .42

  43   Satellite Dish. . . . . . . . . . . . . . . . . . . . . . . . . 42



        EXHIBIT A - Description of Land
        EXHIBIT B - Floor Plan
        EXHIBIT C - Separate Workletter
        EXHIBIT C-1 - Paradyne/AT&T/Landlord Restoration Items
        EXHIBIT D - Schedule of Targeted Commencement Dates
        EXHIBIT E - Rules and Regulations
        EXHIBIT F - Definitions
        EXHIBIT G - Budget for Section 5.06 Operating Expenses
        EXHIBIT H - Parking Plan
        EXHIBIT I - Subordination , Non Disturbance Agreement
        EXHIBIT J - Schedule of Approved Facilities Managers





                                      (iii)
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     LEASE,  dated  March 20,  2001,  between  SHAV  ASSOCIATES,  a New  Jersey
partnership,  c/o  Alfieri  Property  Management,  having its  principal  office
located at 399 Thornall Street,  P.O. Box 2911,  Edison,  New Jersey 08818-2911,
("Landlord"),  and GLOBESPAN,  INC.  having its principal  office located at 100
Schulz Drive, Red Bank, New Jersey 07701 ("Tenant").


                                   WITNESSETH:


                                    ARTICLE 1

                          DEMISED PREMISES, TERM, RENT

          1.01.  Landlord hereby leases to Tenant,  and Tenant hereby hires from
Landlord,  the premises  hereinafter  described,  in the building located at 100
Schulz  Drive,  Red Bank,  New  Jersey  ("Building")  on the parcel of land more
particularly  described in Exhibit A ("Land"),  for the term hereinafter stated,
for the  rents  hereinafter  reserved  and upon and  subject  to the  conditions
(including limitations, restrictions and reservations) and covenants hereinafter
provided.  Each party  hereby  expressly  covenants  and  agrees to observe  and
perform all of the conditions and covenants  herein  contained on its part to be
observed and performed.

          1.02. The premises hereby leased to Tenant is the entire Building,  as
shown on the floor plans annexed hereto as Exhibit B. In addition,  Tenant shall
have the right to use parking spaces as more  particularly  described in Section
17.01, below.  Landlord and Tenant have mutually agreed that the premises leased
has a rentable area of 100,000  square feet.  Said  premises,  together with all
fixtures and  equipment  which at the  commencement,  or during the term of this
Lease are thereto  attached  (except items not deemed to be included therein and
removable  by  Tenant  as  provided  in  Article  13)  constitute  the  "Demised
Premises".

          1.03.  The term of this  Lease,  for which the  Demised  Premises  are
hereby  leased,  shall  commence  on the date when (a) this Lease has been fully
executed by Landlord and Tenant; and (b) an executed counterpart hereof has been
received by both Landlord and Tenant; and (c) the condition set forth in Section
1.07 has been satisfied  ("Commencement Date"). The "Rent Commencement Date" for
any floor in the  Building  shall be the day on which such floor of the  Demised
Premises  is ready for  occupancy  (as  defined in Article 4) subject to Section
1.04 (d) which  shall  govern.  The term of this Lease  shall end at noon on the
last day of the  calendar  month  in which  occurs  the day  preceding  the 10th
anniversary of the Rent Commencement Date for the last floor of the Building but
in no event later than July 31, 2011,  which ending date is  hereinafter  called
the  "Expiration  Date",  or shall end on such earlier date upon which said term
may expire or be canceled or  terminated  pursuant to any of the  conditions  or
covenants  of this  Lease  or  pursuant  to law.  Promptly  following  the  Rent
Commencement  Date,  the  Landlord  shall  notify  Tenant in writing of the Rent
Commencement  Date and the Expiration Date as determined in accordance with this
Section.

          1.04. The rents reserved under this Lease, for the term thereof, shall
be and consist of:

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               (a)  Fixed  rent  of   $1,850,000.00   for  years  1  through  5,
(calculated on the basis of $18.50/sq. ft. for 100,000 sq. ft. of rentable area)
which shall be payable in equal monthly  installments  of $154,166.67  and fixed
rent of  $2,225,000.00  for  years 6  through  10,  (calculated  on the basis of
$22.25/sq.  ft. for 100,000 sq. ft. of rentable  area) which shall be payable in
equal monthly  installments  of  $185,416.67 in advance on the first day of each
and every calendar month during the term of this Lease, and

               (b) Additional rent consisting of all such other sums of money as
shall become due from and payable by Tenant to Landlord  hereunder  (for default
in payment of which  Landlord  shall have the same  remedies as for a default in
payment of fixed rent), all to be paid to Landlord at its office,  or such other
place,  or to such agent at such place,  as Landlord may  designate by notice to
Tenant, in lawful money of the United States of America.

               (c) The fixed rent and  additional  rent described in (a) and (b)
shall start and be payable as of the Rent  Commencement  Date for the particular
floor of the Building.  During the period between the Commencement  Date and the
Rent  Commencement  Date, Tenant shall pay to Landlord a fixed monthly rental of
$159,701.23,  in advance,  which amount shall be appropriately  prorated for the
partial months, if any, in which the Commencement and Rent Commencement Date for
a particular  floor of the Building occurs and on a floor by floor basis as each
applicable Rent Commencement Date occurs..

               (d) Notwithstanding anything to the contrary, and notwithstanding
the fact that the Rent  Commencement  Date may vary for  different  floors it is
agreed that the rent  schedule  set forth in 1.04(a)  above and the 10 year term
shall  commence  as to the entire  Demised  Premises  on the earlier of the Rent
Commencement  Date for the last  completed  floor of the  Building  or August 1,
2001.  Any floor not  completed by August 1, 2001 shall be completed by Landlord
thereafter  in  accordance  with this Lease if requested by Tenant in accordance
with this  Lease.  Notwithstanding  that the Rent  Commencement  Date shall have
already  been  established  for such  floor,  it is the  intention  hereof  that
Landlord shall complete the floors in accordance with this Lease after August 1,
2001.

          1.05.  Tenant  shall pay the fixed  rent and  additional  rent  herein
reserved  promptly as and when the same shall  become due and  payable,  without
demand  therefor  and without any  abatement,  deduction  or setoff  whatsoever,
except as specifically set forth in this Lease.

          1.06. Late payments of any payment of rent,  including monthly rent or
any portion thereof, which is not received within five (5) days after it is due,
will be  subject  to a late  charge  equal to four  percent  (4%) of the  unpaid
payment,  or $100.00,  whichever is greater.  This amount is in  compensation of
Landlord's  additional cost of processing late payments.  In addition,  any rent
which is not paid when due,  including  monthly rent,  will accrue interest at a
late rate charge of First Union Prime Rate plus three percent (3%) per annum, as
said rate is reasonably  determined by Landlord from published reports,  (but in
no event in an amount in excess of the maximum rate allowed by  applicable  law)
from the date on  which  it was due  until  the date on which it is paid in full
with accrued  interest.  If Tenant is in default of the Lease for failure to pay
rent, in addition to the late charges and interest set forth above, Tenant shall
be charged with all reasonable  attorney fees in connection  with the collection
of all sums due Landlord. Notwithstanding the foregoing, Landlord agrees that in
every twelve (12) month period  calculated from the  Commencement  Date,  Tenant
shall be entitled to one instance of late payment in which it shall not incur a

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late charge or interest  provided it makes  payment as required  within five (5)
business days of written notice from Landlord.

          1.07.   Performance  by  Landlord  and  Tenant  under  this  Lease  is
conditioned  upon and subject to the  execution of  agreements  satisfactory  to
Landlord  providing for the  termination and surrender of the existing leases of
the Demised  Premises  with A.T & T. and Paradyne  within ten (10) days from the
date hereof.  If the foregoing  condition is not satisfied  within ten (10) days
from the date  hereof,  either  party may cancel  this Lease upon  notice to the
other.

          1.08. As part of the process of finalizing the  construction  drawings
for  Landlord's  Work as defined  in  Section  3.01,  Landlord  and Tenant  have
established a mutually  acceptable  schedule of projected dates by which each of
the floors of the Building  shall be ready for  occupancy  within the meaning of
Article 4 of this Lease (the  "Targeted  Commencement  Dates") which schedule is
attached hereto as Exhibit D. Landlord shall use  commercially  diligent efforts
to deliver to Tenant the Demised  Premises  ready for occupancy by such Targeted
Commencement Dates.

          1.09.  From and after  August 1, 2002,  Tenant shall be entitled to an
abatement  of fixed rent equal to the lesser of $700,000 or, if by that time all
floors have been  completed,  the difference  between  $1,700,000 and the actual
expenditures  under the work  letter  allowance  described  in  Exhibit C. If by
August 1, 2002 all floors are completed and the aforesaid  difference is greater
that $700,000 it is agreed that the rent abatement shall be limited to $700,000.
If by August 1, 2002 all  floors  have not been  completed,  then,  at  Tenant's
request and  pursuant to the terms of this Lease  Landlord  shall  complete  the
floors but Landlord's work letter allowance shall be deemed reduced by $700,000,
or such portion  thereof  actually  applied to the  abatement of rent  permitted
hereunder,  in addition to and on top of the reductions occasioned by Landlord's
actual  expenditures  towards  completion  of the  floors.  If the final cost of
completion of all floors exceeds the reduced work letter allowance, Tenant shall
pay to Landlord the excess cost.

                                    ARTICLE 2

                                       USE

          2.01.  Tenant shall use and occupy the Demised  Premises for executive
and general offices,  sales (but not retail sales),  research and dry laboratory
work for the transaction of Tenant's  business and for no other purpose,  all in
accordance with applicable law.

          2.02.  The use of the Demised  Premises for the purposes  specified in
Section  2.01 shall not  include,  and Tenant shall not use or permit the use of
the Demised Premises or any part thereof, for:

               (a) A school of any kind other than for the  training of Tenant's
employees;

               (b) An employment agency; or

               (c) An office for any governmental or quasi governmental  bureau,
department,  agency, foreign or domestic,  including any autonomous governmental
corporation or diplomatic or trade mission.

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               (d)  Any   telemarketing   activities  or  other  direct  selling
activities; or

               (e) Any use,  including  executive and general  office use, which
results  in a density  of a  population  of more than one  person  for every 200
square feet.

          2.03. If any governmental  license or permit, other than a Certificate
of  Occupancy,  shall be required for the proper and lawful  conduct of Tenant's
business in the Demised Premises,  or any part thereof, and if failure to secure
such license or permit would in any way affect Landlord, Tenant, at its expense,
shall  submit the same to  inspection  by  Landlord.  Tenant  shall at all times
comply with the terms and conditions of each such license or permit.

          2.04.  Tenant  shall  not at any time use or  occupy,  or do or permit
anything to be done in the Demised Premises,  in violation of the Certificate of
Occupancy  (or  other  similar  municipal   ordinance)  governing  the  use  and
occupation of the Demised Premises.

                                    ARTICLE 3

                       PREPARATION OF THE DEMISED PREMISES

          3.01.  The  Demised  Premises  shall be  completed  and  prepared  for
Tenant's  occupancy  in the  manner,  and subject to the terms,  conditions  and
covenants, set forth in Exhibit C. The facilities,  materials, and work so to be
furnished,  installed,  and performed in the Demised Premises by Landlord at its
expense are hereinafter and in Exhibit C referred to as "Landlord's  Work". Such
other installations,  materials,  and work which may be undertaken by or for the
account of Tenant to equip,  decorate,  and  furnish the  Demised  Premises  for
Tenant's  occupancy,  commonly called finishing trades work, are hereinafter and
in Exhibit C called "Tenant's  Finish Work".  After review and completion of the
final  construction  drawings,  but prior to  commencement  of the  construction
and/or installation of the same, Landlord reserves the right to notify Tenant of
any restoration of non-building  standard items that Tenant shall be responsible
for upon the termination of this Lease and Tenant may then elect not to have the
same installed in the Demised Premises.  In any event, Tenant shall prior to the
termination  of this Lease  remove from the Demised  Premises  all  equipment in
existence as of the date hereof  comprising  Tenant's  Voice,  Data and Security
Systems,  including associated outlets, wires, wiring trays and other equipment,
materials and  facilities,  whether  located in the ceiling,  floor and/or walls
which in any way relates, pertains to, constitutes or is connected with Tenant's
Voice, Data and/or Security Systems and regardless of whether Landlord or Tenant
installed  and/or paid for the  installation  of such  systems or whether it was
previously installed. Exhibit C-1 sets forth a schedule of the restoration items
required  under  the  prior  leases  of the  Building  with  AT&T  and  Paradyne
Corporation.  It is expressly  agreed and  understood  that the Tenant shall not
have any responsibility for restoration of the items described in Exhibit C-1 or
any other  restoration  except as specifically set forth in this Article 3 or in
Article 12. Equipment already in existence as of the date hereof shall be deemed
to comprise  Tenant's Voice, Data and Security Systems if and only to the extent
Tenant uses such equipment from and after the date hereof.

                                        4

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                                    ARTICLE 4

                    WHEN DEMISED PREMISES READY FOR OCCUPANCY

          4.01.  The Demised  Premises  shall be deemed ready for occupancy on a
floor  by  floor  basis  on the  earliest  date on  which  all of the  following
conditions have been met:

               (a) A  Certificate  of  Occupancy  (temporary  or final) has been
issued by the applicable  governmental  authorities for the particular  floor of
the Building  following  substantial  completion  of  Landlord's  Work  therein,
providing  such  substantial  completion is  sufficient  to permit  Tenant's use
without  condition  pursuant to Article 2 of the entire  particular floor of the
Demised Premises for the purposes for which the same have been leased.

               (b) All Landlord's  Work, and so much of Tenant's  Finish Work as
Landlord  shall have  undertaken  in  accordance  with  Exhibit C or by separate
letter  agreement,  for the  subject  floor in the  Demised  Premises  have been
substantially  completed,  and same shall be so deemed  notwithstanding the fact
that minor or insubstantial details of construction,  mechanical adjustment,  or
decoration or special Finish Work requested by Tenant,  such as cabinetry remain
to be performed,  the non-completion of which does not materially interfere with
Tenant's  use of the  entire  subject  floor  of the  Demised  Premises  for the
operation of Tenant's business therein.

               (c)  Reasonable  means of  access  and  facilities  necessary  to
Tenant's use and occupancy of the Demised Premises, including access to and from
all adjacent public  roadways,  all parking  facilities and all entrances to the
Building,  delivery areas, parking lot, corridors,  elevators and stairways, and
heating  ventilating,   air  conditioning,   sanitary,   water,  and  electrical
facilities, have been installed and are in good operating order and available to
Tenant.

          4.02. If making the Demised  Premises or any floor thereof,  ready for
occupancy  shall be  delayed  by any act or  omission  of  Tenant  or any of its
employees,  agents or contractors or 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  Finish  Work  diligently  or by reason of  Tenant's  failure to submit
Tenant's  plans and  specifications  in the manner set forth in this Lease,  the
Demised Premises or any particular floor or floors affected by the delay, act or
omission  shall be deemed  ready for  occupancy on the date when they would have
been ready but for such delay.

          4.03.  If and when Tenant shall take actual  possession of the Demised
Premises,  it shall be conclusively  presumed that the same were in satisfactory
condition  (except  for  latent  defects)  as of the  date  of  such  taking  of
possession,  unless  within  one  hundred  eighty  (180)  days  after  the  Rent
Commencement  Date Tenant shall give Landlord notice  specifying the respects in
which the Demised  Premises  were not in  satisfactory  condition,  and Landlord
shall at Landlord's expense promptly correct any and all such matters.

                                   ARTICLE 5A

                                      TAXES

          5.01.  For the  purpose of this  Article 5A,  "Taxes"  shall mean real
estate taxes,  special and  extraordinary  assessments and  governmental  levies

                                        5

<PAGE>

against the Land and Building, provided, however, if at any time during the term
of this Lease the method of taxation  prevailing at the date of this Lease shall
be altered so that in lieu of, or as an addition to, or as a substitute  for any
or all of the  above  there  shall be  assessed,  levied or  imposed  (i) a tax,
assessment,  levy,  imposition  or charge based on the income or rents  received
therefrom whether or not wholly or partially as a capital levy or otherwise;  or
(ii) a tax, assessment, levy, imposition or charge measured by or based in whole
or in part upon all or any part of the Land and/or Demised  Premises and imposed
upon Landlord;  or (iii) a license fee measured by the rents;  or (iv) any other
tax, assessment,  levy,  imposition,  charge or license fee however described or
imposed,  then all such  taxes,  assessments,  levies,  impositions,  charges or
license  fees or the part  thereof so measured or based shall be included in the
definition of "Taxes."

          5.02.  During  the  term of this  Lease  Tenant  shall  pay all  Taxes
directly to the  governmental  authority  imposing  the same and shall  promptly
furnish Landlord with reasonably  satisfactory  evidence of the payment thereof;
however,  its failure to furnish such  evidence  shall not  constitute a default
hereunder.  In the event Tenant fails to pay Taxes in a timely manner,  Landlord
shall have the right to do so on Tenant's behalf.  Such expenditures by Landlord
shall be deemed to be additional rent, payable by Tenant on demand.

          5.02.1.  Taxes  shall not  include  any  assessments  or levies on any
additional  buildings  constructed  on  the  Land  or,  any  enlargement  of the
Building.

          5.02.2.  Landlord represents that the Land and Building are separately
assessed by the Taxing Authority of the Township of Middletown and designated as
Block 1086 Lot 30 and that a separate tax bill has been issued therefor.


                                   ARTICLE 5B

      OPERATING COSTS, BUILDING SERVICES AND MAINTENANCE RESPONSIBILITIES


          5.03.  Tenant  shall be  solely  responsible  for the  payment  of all
Operating Expenses during the term of this Lease.

          5.04. For the purposes of this Article 5B, "Operating  Expenses" shall
mean any or all expenses  incurred in connection  with the operation of the Land
and Demised Premises,  including all expenses incurred as a result of Landlord's
compliance with any of its obligations  hereunder other than Landlord's Work and
other than those, if any, which are expressly  stated to be at the sole cost and
expense of Landlord  and/or which do not relate to the care and  maintenance  of
the common  areas  and/or the Land and Demised  Premises.  Such  expenses  shall
include:  (i) the cost for the Demised  Premises and common areas of all charges
for  oil,  gas,   electricity   (including,   but  not  limited  to,  fuel  cost
adjustments),  steam, heat,  ventilation,  air-conditioning,  heating, and water
including  any taxes on any such  utilities;  (ii) the cost of all  premiums and
charges for the following insurances:  rent, casualty,  liability,  fidelity and
war risk (if obtainable  from the United States  Government);  (iii) the cost of
all  building and  cleaning  supplies  for the Demised  Premises and charges for

                                        6
<PAGE>

telephone for the Demised Premises; (iv) the cost of all charges for management,
window cleaning,  security services,  if any, and janitorial  services,  and any
independent  contractor  performing  work  included  within  the  definition  of
Operating  Expenses;  (v) legal and accounting  services and other  professional
fees and disbursements  incurred in connection with the operation and management
of the Land and Demised Premises (other than as related to new leases, enforcing
Landlord's rights under existing leases, or sale of the Demised Premises);  (vi)
general  maintenance  of the Demised  Premises and the cost of  maintaining  and
replacing the landscaping; (vii) maintenance of the common areas; and (viii) the
cost of capital  expenditures,  including  the  purchase  of any item of capital
equipment  amortized  over ten years or the leasing of capital  equipment  which
have the actual  effect of  reducing  the  expenses  which  would  otherwise  be
included in Operating  Expenses.  The term "common areas" shall mean the drives,
paths,  walkways,  green areas,  parking areas,  and other common amenities that
service  the  Building  and the other  buildings  at  Tri-Park  Corporate  Park.
Tenant's  share of  Operating  Expenses  for  common  areas  shall be limited to
36.37%.  Landlord and Tenant  mutually  acknowledge  and confirm that  Landlord,
Tenant, and all other tenants of Tri-Park Corporate Park, their agents employees
and invitees shall have a nonexclusive  right,  in common with each other to use
and enjoy the common areas, subject to Landlord's rules and regulations.

                    Notwithstanding the foregoing, the following costs and
expenses shall not be included in Operating Expenses:

                    (1)  Landlord's  Executives'  salaries  above  the  grade of
                         building manager;

                    (2)  Cost of repairs or  replacements  incurred by reason of
                         fire or other casualty or condemnation;

                    (3)  Advertising and promotional expenditures;

                    (4)  Depreciation, except as provided above;

                    (5)  Brokerage commissions;

                    (6)  Taxes (as hereinbefore defined);

                    (7)  Refinancing costs and mortgage  interest,  amortization
                         payments or other  financing  costs secured by the Land
                         and/or Demised Premises;

                    (8)  Rental under any ground or underlying lease or leases;

                    (9)  Any expenditures for which Landlord has been or will be
                         reimbursed,   including   insurance  and   condemnation
                         proceeds, service contracts and warranties;

                    (10) Amounts  paid to  Landlord  or  affiliates  of Landlord
                         materially  in excess of the market  value of the goods
                         and services rendered;

                                        7

<PAGE>
                    (11) Expenses  for  repairs  or  the  work   occasioned   by
                         condemnation or by a casualty;

                    (12) Taxes  imposed upon Landlord by reason of its ownership
                         of the Land and/or Demised Premises, except for "Taxes"
                         which are payable by Tenant pursuant to Article 5A; and

                    (13) All  costs  of  a  capital  nature,  other  than  those
                         expressly provided for in this Lease.

                    (14) Any  cost or  expense,  including  but not  limited  to
                         operating  expenses  applicable  solely  to  any  other
                         building or tenant in the Tri-Park Corporate Park.

          5.05.  During the term of this  Lease,  except as  provided in Section
5.06,  below,  Tenant shall be solely  responsible for maintaining and operating
the Demised Premises and all parts thereof and furnishing all building  services
thereto in the manner of a first class office building, and paying the Operating
Expenses  incurred in  connection  therewith,  including  but not limited to the
elevators,    janitorial    service,    cleaning   and   supplies,    utilities,
decorating/plant care, exterminating, security, signage, glass replacement, fire
protection and monitoring.  As used in this Lease,  maintenance and operation of
the Demised  Premises as a "first  class  office  building"  shall mean that the
Demised  Premises  shall be operated  and  maintained  at a first  class  office
building  level of service  which is no less than that  existing  at the Demised
Premises as of January 1, 2001.

          5.06.  Notwithstanding Section 5.05, Landlord shall be responsible for
performing  the  following  at the Demised  Premises and Land in the manner of a
first class office building:

               (a) Water  treatment  for the HVAC system;
               (b) Garbage  Disposal from the dumpster  container;
               (c) Snow  Removal;
               (d) Telephone
                   (i)   one general line;
                   (ii)  HVAC alarm;
                   (iii) fire panel;
               (e) Landscaping;
               (f) Demised Premises and supplemental  HVAC Labor;
               (g) Maintenance, materials and contracts for the Building and
                   supplemental HVAC systems;
               (h) Maintenance  -  Landscaping replacements;
               (i) Parking lot maintenance;
                   (i) Sweeping;
                   (ii) Striping;
                   (iii) Repairs;
                   (iv)  Lighting;
               (j) Placement of all insurance  coverages;
               (k) Roof maintenance and repair;
               (l)  Electrical work which requires  additional  electric panels,
                    transformers,  or electric work which is related to existing
                    or new HVAC; and

               (m)  Management of the foregoing items.

                                        8

<PAGE>

          5.07.  The  estimated  Operating  Expenses  associated  with the items
described in Section 5.06 (the "5.06 Operating  Expenses") are the subject of an
annual budget  attached  hereto as Exhibit G. In addition to the budget  amounts
set forth in  Exhibit  G, and  subject  to  Section  5.11,  Tenant  shall pay to
Landlord an annual  management fee of $37,500.00 for the first five years of the
term of this Lease and an annual management fee of $45,000.00 for the balance of
the initial  term of this Lease.  On the first day of each month during the term
of this Lease Tenant shall pay to Landlord as additional rent one twelfth of the
then current budget for the 5.06  Operating  Expenses;  it being  understood and
agreed that the budget may be revised on an annual basis in order to reflect the
5.06 Operating Expenses actually incurred by Landlord. Within one hundred twenty
(120) days after the  expiration  of the first  calendar  year of the term,  and
within one hundred  twenty (120) days after the  expiration  of each  subsequent
calendar year  thereafter  (each such year being  hereinafter  referred to as an
"Operational  Year"),  Landlord  shall  furnish  to  Tenant a  written  detailed
statement of the 5.06  Operating  Expenses  (certified to be true and correct by
Landlord)  incurred for such prior Operational Year. If the statement  furnished
by  Landlord  to  Tenant,  pursuant  to this  Section,  at the  end of the  then
Operational Year shall indicate that Tenant overpaid the 5.06 Operating Expenses
for the preceding  Operational  Year,  Landlord  shall either  forthwith pay the
amount of excess  directly to Tenant  concurrently  with the statement or credit
same  against  Tenant's  next monthly  installment  of rent.  If such  statement
furnished by Landlord to Tenant  hereunder shall indicate that Tenant  underpaid
the 5.06  Operating  Expenses for the preceding  Operational  Year,  then Tenant
shall within thirty (30) days pay the amount of the  deficiency to Landlord.  If
the term of this Lease involves less than a full calendar year, then appropriate
adjustments shall be made.

          5.08.  Every  statement  given by Landlord  pursuant to Sections  5.07
shall be conclusive and binding upon Tenant unless (i) within one hundred eighty
(180) days after the receipt of such statement Tenant shall notify Landlord that
it disputes the correctness of the statement, specifying the particular respects
in which the  statement  is claimed to be  incorrect;  and (ii) if such  dispute
shall not have been settled by  agreement,  shall submit the dispute to judicial
proceedings within one hundred eighty (180) days after receipt of the statement.
Within such 180 day period  Tenant  shall have the right to review,  examine and
audit Landlord's books and records for the applicable  Operational  Year. Tenant
agrees that it and its  representatives  shall  conduct a review  with  complete
confidentiality and shall enter into a reasonable confidentiality agreement with
Landlord respecting the review, examination and audit. Pending the determination
of such dispute by agreement or judicial proceedings as aforesaid, Tenant shall,
within thirty (30) days after receipt of such statement,  pay additional rent in
accordance with Landlord's statement and such payment shall be without prejudice
to Tenant's  position.  If the dispute shall be  determined  in Tenant's  favor,
Landlord  shall  forthwith  pay  Tenant the amount of  Tenant's  overpayment  of
additional  rents resulting from compliance with Landlord's  statement.  If as a
result  of a  dispute  it is  determined  that  Landlord's  statements  of  5.06
Operating  Expenses  are  incorrect  by greater  than 5%,  then  Landlord  shall
reimburse  Tenant for  Tenant's  reasonable  costs for  payment of an auditor or
accountant. Each party shall bear all their costs for their own professionals.

          5.09.  Landlord at  Landlord's  sole cost and expense shall repair the
Building roof membrane when necessary and the replace the same as necessary, and
shall keep the Demised  Premises free and clear of roof leaks. If Landlord shall
fail to make all  such  repairs  as are  herein  required,  Tenant  may  proceed
pursuant to the terms and conditions of Section 26.04, below.

          5.10.  Nothing  contained in this  Article 5 shall permit  Landlord to
duplicate an invoicing of Tenant for the same service.

                                        9

<PAGE>

          5.11.  Landlord  and Tenant  agree that this Section 5.11 shall govern
all provisions of this Lease, including other provisions of this Article 5, with
respect to the financial  obligations  for the cost of  maintenance of the Land,
without  regard to whether it is the Landlord or the Tenant  which  performs the
maintenance  of common areas as determined by other  sections of this Lease.  If
the nature of the  maintenance,  repairs or  improvement is required or designed
only to serve the Land and the Demised Premises and not any of the real property
premises  known as 200 Schulz Drive,  or 230 Half Mile Road,  then the financial
cost  thereof  shall be borne  by  Tenant.  If the  nature  of the  maintenance,
repairs,  or  improvements  is  required or designed to serve the land or common
areas of any other of the aforesaid real property premises,  including the Land,
then Tenant's financial  obligation therefore is limited to 36.37% if the costs.
It is agreed the  landscaping,  snow removal,  and trash removal are examples of
"common  expenses" for which  Tenant's  financial  responsibility  is limited to
36.37%.  Landlord and Tenant shall  mutually  cooperate in  connection  with the
determination of the allocations.

          5.12. Landlord shall operate,  maintain,  insure and repair the common
areas in the manner of a first class office building.


                                    ARTICLE 6

                 SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES

          6.01. Subject to the conditions of Section 6.02 below, this Lease, and
all rights of Tenant  hereunder are and shall be subject and  subordinate in all
respects to all mortgages which may now or hereafter  affect the Land and/or the
Demised  Premises  and/or this Lease,  whether or not such mortgages  shall also
cover other lands and/or buildings,  to each and every advance made or hereafter
to  be  made  under  such  mortgages,   and  to  all  renewals,   modifications,
replacements,  and extensions of such mortgages and spreaders and consolidations
of such mortgages. In confirmation of such subordination,  Tenant shall promptly
execute  and  deliver an  instrument  that  Landlord,  or the holder of any such
mortgage  or any of their  respective  successors  in  interest  may  reasonably
request to evidence such  subordination  provided  such  document  shall contain
appropriate language of non- disturbance.  The mortgages to which this Lease is,
at the time  referred to,  subject and  subordinate  are  hereinafter  sometimes
called  "superior  mortgages",  and the  holder of a  superior  mortgage  or its
successor in interest at the time referred to is sometimes  hereinafter called a
"superior mortgagee." Within forty-five (45) days from the date hereof, Landlord
shall obtain from the existing  mortgagee a Subordination,  Non-Disturbance  and
Attornment  Agreement  in favor of Tenant  utilizing  the  existing  mortgagee's
standard form.  Landlord shall assist Tenant in facilitating  any changes to the
mortgagee's standard form that Tenant may request;  however, Landlord shall have
fully  discharged its obligation under this Section 6.01 by delivering to Tenant
such standard  form within said forty- five (45) days.  If Landlord  fails to so
provide  such  Agreement  as herein  described,  then on ten (10)  days  written
notice.  Tenant  shall be  entitled  to  terminate  this Lease  unless  Landlord
delivers such Agreement within the ten (10) day period.

          6.02.  In the event the Land or Demised  Premises is  encumbered  by a
mortgage lien in the future, as a condition of Tenant's  subordination  thereto,
Landlord shall obtain from such future mortgagee the  Non-Disturbance  Agreement
in favor of Tenant  utilizing  such  mortgagee's  standard and  customary  form;
provided,   however,   such  Non-Disturbance   Agreement  must  (a)  contain  an

                                       10

<PAGE>

acknowledgment  and consent by the mortgagee to the terms and conditions of this
Lease,  and (b) must  provide  that so long as Tenant is not in  default  of its
obligations  under this Lease,  then  Tenant's use and  enjoyment of the Demised
Premises  shall not be disturbed  and that Tenant will not be named in or joined
in  any  action  or  proceeding  to  foreclose  any  such   mortgage.   If  such
Non-Disturbance  Agreement contains usual and customary institutional lender and
tenant  provisions  and further  provides for a reasonable  opportunity  for the
mortgagee  to  cure  any  Landlord   defaults   and  other   reasonable   lender
requirements, then such Non-Disturbance Agreement shall be deemed in conformance
with  the  provisions   hereof.  If  Tenant  fails  to  reasonably  accept  such
Non-Disturbance  Agreement,  it shall be considered  that Landlord has satisfied
any requirement  respecting the applicable future mortgagee and this Lease shall
be subordinate to the lien of the Mortgage. If Landlord is unable to obtain from
the Lender the Non-Disturbance Agreement as described in this Section 6.02, then
this Lease shall not be deemed subordinate to the lien of such future mortgagee.
Landlord shall  facilitate the  communication  of requested  changes to any form
from Tenant to the future  mortgagee so as to ensure that  Tenant's  changes and
comments are made known to the future mortgagee.

                                    ARTICLE 7

                                 QUIET ENJOYMENT

          7.01. So long as Tenant pays all of the fixed rent and additional rent
due hereunder and performs all of Tenant's other obligations  hereunder,  Tenant
shall peaceably and quietly have, hold, and enjoy the Demised Premises  subject,
nevertheless, to the obligations of this Lease and, as provided in Article 6, to
the superior mortgages.

                                    ARTICLE 8

                       ASSIGNMENT, MORTGAGING, SUBLETTING

          8.01. Neither this Lease, nor the term and estate hereby granted,  nor
any part hereof or thereof,  nor the interest of Tenant in any sublease,  or the
rentals  thereunder,  shall  be  assigned,  mortgaged,  pledged,  encumbered  or
otherwise transferred by Tenant, and neither the Demised Premises,  nor any part
thereof  shall be  encumbered  in any manner by reason of any act or omission on
the part of  Tenant  or  anyone  claiming  under or  through  Tenant or shall be
sublet,  or offered or  advertised  for  subletting,  or be used or  occupied or
permitted  to be used or  occupied,  or  utilized  for desk space or for mailing
privileges,  by anyone  other  than  Tenant  or for any  purpose  other  than as
permitted by this Lease,  without the prior written consent of Landlord in every
case, except as expressly otherwise provided in this Article.

          8.02.  If this Lease be  assigned,  whether or not in violation of the
provisions of this Lease,  Landlord may collect rent from the  assignee.  If the
Demised Premises or any part thereof be sublet or be used or occupied by anybody
other than  Tenant,  whether or not in violation  of this Lease,  Landlord  may,
after  default by Tenant and  expiration  of Tenant's time to cure such default,
collect rent from the  undertenant  or occupant.  In either event,  Landlord may
apply  the net  amount  collected  to the  rents  herein  reserved,  but no such
assignment,  underletting,  occupancy or collection  shall be deemed a waiver of
any of the  provisions  of Section  8.01,  or the  acceptance  of the  assignee,
undertenant  or  occupants  as Tenant,  or a release of Tenant  from the further

                                       11

<PAGE>

performance by Tenant of Tenant's  obligations  under this Lease. The consent by
Landlord to assignment,  mortgaging,  underletting or use or occupancy by others
shall not in any way be considered to relieve  Tenant from obtaining the express
written  consent of Landlord to any other or further  assignment,  mortgaging or
underletting  or use or  occupancy  by others not  expressly  permitted  by this
Article.

          8.03.  The following  provisions  shall govern in connection  with the
subletting of all or a portion of the Demised Premises:

               (a) Tenant  shall  submit in writing to Landlord  (i) the name of
the  proposed  subtenant;   (ii)  the  nature  and  character  of  the  proposed
subtenant's business, and the intended use to be made of the Demised Premises by
the proposed subtenant; (iii) the terms and conditions of the proposed sublease;
and (iv) such reasonable financial information as Landlord may request regarding
the proposed subtenant.

               (b)  Within  thirty  (30)  days  of  Landlord's  receipt  of  the
information  described in (a) above,  Landlord,  at Landlord's  election may (i)
elect to sublease the Demised Premises  directly from Tenant either upon (x) the
same terms and  conditions  offered to the proposed  subtenant  or, (y) upon the
same terms and conditions as set forth in this Lease;  or (ii) cancel this Lease
as to that portion of the Demised Premises which Tenant desires to sublease,  in
which event Tenant  agrees to surrender  all of its right,  title,  and interest
hereunder (in which event Tenant shall be relieved of all further responsibility
in connection  therewith) and Landlord may thereafter  enter into a direct Lease
with the proposed  subtenant  or with any other  persons as Landlord may desire,
provided  that  Landlord at its sole cost and expense shall install any required
demising wall between the Demised Premises and such recaptured space. All of the
terms and conditions of this Lease,  including but not limited to the rent shall
be modified to reflect such change;  or (iii) consent to the subletting  subject
to Landlord's  participation in any rentals received by Tenant,  which shall not
exceed  50% of the net  rentals  received  by Tenant  after  payment of all sums
directly associated with such sublease including,  but not limited to, brokerage
fees and improvement  allowances and after payment of all sums of fixed rent and
additional  rent  due to  Landlord  hereunder.  Notwithstanding  the  foregoing,
Landlord's right of recapture set forth in (i) and (ii) of this subparagraph (b)
shall be inapplicable to Tenant's subletting of not more than 50% of the Demised
Premises  for a term or terms  of no more  than  five  (5)  years in one or more
transactions.  The immediately preceding sentence shall not be applicable to the
Renewal Period described in Section 42.01, nor shall it relate to the provisions
of Section 8.06 below.

               (c) As a  condition  to  Landlord's  consent,  if given under (b)
above,  Landlord  shall have obtained  consent to such proposed  subletting by a
superior  mortgagee,  provided such superior  mortgagee  requires consent to the
subletting.  Landlord shall make a good faith effort to obtain any such required
consent within the time limit set forth above.

               (d) In connection with any subletting, Tenant shall not offer the
Demised Premises, or any part thereof, to any other tenant in Tri-Park Corporate
Park or their  subsidiaries or affiliates at a rental rate less than the current
rental rate for office  buildings in the  surrounding  area  including  Tri-Park
Corporate  Park. The foregoing  sentence shall be inapplicable so long as Tenant
continues to rent the entire Building.

          8.04.  Tenant shall remain  fully  liable for the  performance  of all
Tenant's  obligations  hereunder  notwithstanding  any  subletting  provided for
herein  (except  to  Landlord),  and  without  limiting  the  generality  of the

                                       12

<PAGE>

foregoing,  shall remain fully  responsible  and liable to Landlord for all acts
and omissions of any subtenant or anyone claiming under or through any subtenant
which shall be in violation of any of the obligations of this Lease and any such
violation shall be deemed to be a violation by Tenant.

          8.05. Tenant shall not, without the prior written consent of Landlord,
assign this Lease, and the provisions of Section 8.03 with respect to subletting
shall equally apply to any assignment of this Lease. Tenant herein named, or any
immediate or remote  successor in interest of Tenant herein named,  shall remain
liable  jointly and severally  (as a primary  obligor) with its assignee and all
subsequent assignees for the performance of Tenant's obligations  hereunder.  In
the event that Tenant  hereunder is a corporation  (other than one whose shares,
now or in the future,  are regularly and publicly  traded on a recognized  stock
exchange,  including  over the counter,  or is a public company or merges with a
public  company),  then any change in excess of 50% in the  ownership  of and/or
power to vote the majority of the  outstanding  capital  stock of Tenant,  other
than by  inheritance  or operation of law, shall be deemed an assignment of this
Lease and the provisions with respect to assignment shall be applicable.

          8.06.  Notwithstanding  anything  to the  contrary  contained  in this
Article with respect to assignment or subletting, provided Tenant gives Landlord
prior written  notice,  no consent of Landlord shall be required with respect to
any assignment  and/or  subletting to any corporation  into or with which Tenant
may be merged or consolidated or to any corporation which shall be an affiliate,
subsidiary,  parent of Tenant or  successor  of  substantially  all the business
assets of Tenant,  or to a partnership,  the majority interest in which shall be
owned  by the  stockholders  of  Tenant  or of any  such  corporation,  and  the
conditions of Section 8.03 shall not apply. Landlord acknowledges that the stock
of Tenant is publicly traded, and that no sale,  assignment or other transfer of
the stock of Tenant by a shareholder(s) who does not have a controlling interest
in the Tenant shall be deemed an assignment of this Lease by operation of law or
otherwise.

          8.07.  Tenant agrees that in connection with each separate request for
a Landlord's  consent to a subletting or assignment Tenant shall pay to Landlord
the greater of the sum of $500.00 or Landlord's actual  out-of-pocket  costs for
the administration costs of evaluating and responding to the request.

          8.08.  Tenant  further agrees that it shall not place any signs on the
Land or on the windows  located in the Demised  Premises  indicating that all or
any portion of the Demised Premises are available for subleasing or assignment.

          8.09. In connection  with any proposed  subleasing  and/or  assignment
contemplated  or permitted  under this Article,  Tenant shall advise Landlord in
writing in advance of its intent to market all or part of the Demised Premsies.

                                    ARTICLE 9

                      COMPLIANCE WITH LAWS AND REQUIREMENTS
                              OF PUBLIC AUTHORITIES

          9.01.  Tenant  shall give  prompt  notice to Landlord of any notice it
receives of the violation of any law or requirement of public authority,  and at
its expense shall comply with all laws and  requirements  of public  authorities
which  shall,  with  respect to the Demised  Premises or the use and  occupation

                                       13

<PAGE>

thereof, or the abatement of any nuisance,  impose any violation,  order or duty
on Landlord or Tenant,  arising from (i)  Tenant's use of the Demised  Premises;
(ii)  the  manner  of  conduct  of  Tenant's   business  or   operation  of  its
installation,  equipment or other property therein; (iii) any cause or condition
created by or at the instance of Tenant, other than by Landlord's performance of
any work for or on  behalf of  Tenant;  or (iv) the  breach  of any of  Tenant's
obligations hereunder.  Furthermore, Tenant need not comply with any such law or
requirement  of public  authority  so long as  Tenant  shall be  contesting  the
validity  thereof,  or the  applicability  thereof to the Demised  Premises,  in
accordance with Section 9.02.  Except as set forth above, and subject to Section
5.04,  Landlord  at its sole cost and  expense  shall  comply  with all laws and
requirements,  including but not limited to those concerning  Landlord's  repair
obligations, if any, hereunder.

          9.02. Tenant may, at its expense (and if necessary, in the name of but
without  expense to Landlord)  contest,  by appropriate  proceedings  prosecuted
diligently  and in good faith,  the validity,  or  applicability  to the Demised
Premises,  of any law or  requirement  of public  authority,  and Landlord shall
cooperate with Tenant in such proceedings provided that:

               (a) Tenant shall defend,  indemnify,  and hold harmless  Landlord
against all  liability,  loss or damage which Landlord shall suffer by reason of
such non-compliance or contest,  including reasonable  attorney's fees and other
expenses reasonably incurred by Landlord;

               (b) Such non-compliance or contest shall not constitute or result
in any violation of any superior  mortgage,  or, if such superior mortgage shall
permit such  non-compliance  or contest on  condition of the taking of action or
furnishing of security by Landlord, such action shall be taken and such security
shall be furnished at the expense of Tenant; and

               (c) Tenant shall keep  Landlord  advised as to the status of such
proceedings.

                                   ARTICLE 10

                                    INSURANCE

          10.01. Tenant shall not violate, or knowingly permit the violation of,
any  condition  imposed by the all-risk  casualty  policy issued for the Demised
Premises  and  shall not do  anything,  or permit  anything  to be kept,  in the
Demised Premises which would increase the fire or other casualty  insurance rate
on the  Demised  Premises  or the  property  therein  over the rate which  would
otherwise then be in effect,  (unless Tenant pays the resulting increased amount
of premium as provided  in Section  10.02) or which  would  result in  insurance
companies  of good  standing  refusing to insure the Demised  Premises or any of
such  property  in  amounts  and at  normal  rates  reasonably  satisfactory  to
Landlord.  However,  Tenant shall not be subject to any  liability or obligation
under this  Article by reason of the proper use of the Demised  Premises for the
purposes permitted by Article 2.

          10.02. The premiums for all insurance coverage  maintained by Landlord
with respect to the Land and Demised  Premises  shall be an  Operating  Expense,
payable by Tenant in accordance with Article 5B, above.  Landlord shall maintain
insurance  in  such  amount  and  with  such   coverages  as  is  customary  and
commercially reasonable for first class office buildings of similar size.

                                       14

<PAGE>

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

          10.04.  Tenant shall  obtain and keep in full force and effect  during
the  term of this  Lease,  at its own cost and  expense,  Comprehensive  General
Liability  Insurance,  such  insurance to afford  protection in an amount of not
less than  $1,000,000  for  injury or death to any one  person,  $3,000,000  for
injury or death arising out of any one occurrence,  and $1,000,000 for damage to
property,  protecting and naming the Landlord,  Alfieri Property  Management (or
other  management  company of the  Demised  Premises)  and the Tenant as insured
against  any and all  claims  for  personal  injury,  death or  property  damage
occurring in or upon the Demised Premises and any part thereof. Tenant shall pay
all  premiums and charges  therefor and upon failure to do so Landlord  may, but
shall not be obligated  to, make  payments,  and in such latter event the Tenant
agrees to pay the  amount  thereof to  Landlord  on demand and said sum shall be
deemed to be additional rent, and in each instance  collectible on the first day
of any month following the date of notice to Tenant in the same manner as though
it were rent originally  reserved  hereunder,  together with interest thereon at
the rate of three points in excess of Prime Rate of First Union. Tenant will use
its best efforts to include in such  Comprehensive  General Liability  Insurance
policy a provision to the effect that same will be  non-cancelable,  except upon
reasonable  advance written notice to Landlord.  The original insurance policies
or appropriate  certificates  shall be deposited with Landlord together with any
renewals,  replacements  or endorsements to the end that said insurance shall be
in full force and effect for the benefit of the Landlord during the term of this
Lease. In the event Tenant shall fail to procure and place such  insurance,  the
Landlord  may, but shall not be obligated  to,  procure and place same, in which
event the amount of the  premium  paid shall be  refunded  by Tenant to Landlord
upon demand and shall in each  instance be  collectible  on the first day of the
month or any subsequent month following the date of payment by Landlord,  in the
same manner as though said sums were additional rent reserved hereunder together
with interest thereon at the rate of three points in excess of the Prime Rate of
First Union.

          10.05.  Landlord and Tenant agree to include in each of its  insurance
policies a waiver of the insurer's  right of  subrogation.  If such waiver shall
not be obtainable, the insured party must immediately so notify the other party.
In that event neither party nor its respective insurance company shall be deemed
to have waived subrogation.

          10.06.  Each party hereby releases the other party with respect to any
claim  (including a claim for negligence)  which it might otherwise have against
the other party for loss,  damage,  or destruction  with respect to its property
(including rental value or business  interruption)  occurring during the term of
this  Lease to the  extent to which it is  insured  under a policy  or  policies
containing a waiver of  subrogation  or naming the other party as an  additional
insured,  as provided in Sections  10.04,10.05 and 10.08. If notwithstanding the
recovery of insurance  proceeds by either party for loss,  damage or destruction
of its property (or rental  value or business  interruption)  the other party is
liable to the first party with respect  thereto or is obligated under this Lease
to make replacement,  repair, or restoration or payment,  then provided that the

                                       15

<PAGE>

first party's right of full recovery under its insurance policies is not thereby
prejudiced or otherwise  adversely  affected,  the amount of the net proceeds of
the first party's  insurance  against such loss,  damage or destruction shall be
offset against the second party's liability to the first party thereof, or shall
be made  available  to the  second  party  to pay for  replacement,  repair,  or
restoration, as the case may be.

          10.07 The waiver of subrogation or permission for release  referred to
in Section  10.05 and 10.08  shall  extend to the agents of each party and their
employees and, in the case of Tenant, shall also extend to all other persons and
entities  occupying,  using or visiting the Demised  Premises in accordance with
the terms of this  Lease,  but only if and to the  extent  that  such  waiver or
permission can be obtained  without  additional  charge (unless such party shall
pay such  charge).  The releases  provided for in Section  10.06 shall  likewise
extend to such agents,  employees and other persons and entities,  if and to the
extent that such waiver or permission is effective as to them. Nothing contained
in Section  10.06 shall be deemed to relieve  either  party of any duty  imposed
elsewhere  in this  Lease to  repair,  restore  or  rebuild  or to  nullify  any
abatement  of rents  provided for  elsewhere in this Lease.  Except as otherwise
provided in Section 10.04,  nothing  contained in Sections 10.05 and 10.06 shall
be deemed to impose upon either party any duty to procure or maintain any of the
kinds of insurance  referred to therein or any  particular  amounts or limits of
any such kinds of insurance.  However,  each party shall advise the other,  upon
request,  from time to time (but not more  often than once a year) of all of the
policies of insurance it is carrying of any of the kinds referred to in Sections
10.01 and  10.04,  and if it shall  discontinue  any such  policy or allow it to
lapse,  shall notify the other party  thereof with  reasonable  promptness.  The
insurance  policies  referred to in Sections  10.05 and 10.06 shall be deemed to
include  policies  procured  and  maintained  by a party for the  benefit of its
mortgagee or pledgee.

          10.08.  Landlord shall maintain the following  insurance coverage with
carriers  licensed to do business in the State of New Jersey  during the term of
this Lease (a) All-Risk Insurance for the full replacement value of the Building
and all  improvements,  machinery,  and  fixtures  therein,  including,  but not
limited to, the Demised  Premises  except that such insurance shall not apply to
cover  Tenant's  personality,  fixtures,  furnishings  and  property as to which
Tenant  shall  provide  insurance  as above set forth,  (b)  Commercial  General
Liability  Insurance  (including  property damage and fire legal liability) with
limits of not less than  $1,000,000.00  per occurrence and  $3,000,000.00 in the
aggregate.  Landlord  represents that its insurance  policy includes a waiver of
subrogation provided the Tenant has a waiver of subrogation in its policy.


                                   ARTICLE 11

                              RULES AND REGULATIONS

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

                                       16

<PAGE>

          11.02.  Nothing  contained  in this Lease shall be construed to impose
upon  Landlord  any duty or  obligation  to  Tenant  to  enforce  the  Rules and
Regulations  or the terms,  covenants,  or  conditions  in any other  lease,  as
against  any other  tenant  and  Landlord  shall  not be  liable  to Tenant  for
violation of the same by any other tenant or its employees,  agents or visitors.
However,  Landlord  shall not enforce any of the Rules and  Regulations  in such
manner as to  discriminate  against  Tenant or anyone  claiming under or through
Tenant.

                                   ARTICLE 12

                                TENANT'S CHANGES

          12.01.   Tenant  shall  make  no  changes,   alterations,   additions,
installations,  substitutions,  or improvements (hereinafter collectively called
"changes",  and, as applied to changes  Provided for in this Article,  "Tenant's
Changes")  in and to the Demised  Premises  without the  express  prior  written
consent of Landlord.

          Preliminary  plans or  requests  for  changes  shall be  submitted  in
writing to the Landlord for  preliminary  approval.  Landlord shall have fifteen
(15) days to respond to Tenant's  request for changes.  Final plans for Tenant's
Changes shall be submitted to Landlord for written  consent at least thirty (30)
days prior to the date Tenant intends to commence such changes,  such submission
to  include  all  plans  and  specifications  for the work to be done,  proposed
scheduling,  and the  estimated  cost of  completion  of  Tenant's  Changes.  If
Landlord  consents to  Tenant's  Changes,  Tenant may  commence  and  diligently
prosecute  to  completion  Tenant's  Changes,  under the direct  supervision  of
Landlord.

          Except for changes  described  in Section  12.07,  Tenant shall pay to
Landlord  a  supervision  fee  (which  shall  include  the cost of review of the
proposed  Tenant's  Changes)  equal to the lesser of  Landlord's  actual cost of
supervision or ten percent (10%) of the certified cost of completion of Tenant's
Changes.  Within fifteen (15) days after completion of Tenant's Changes,  Tenant
shall furnish Landlord with a statement,  certified by an officer or a principal
of Tenant to be accurate and true,  of the total cost of  completion of Tenant's
Changes (the "Total Cost"). Landlord shall then render its invoice to the Tenant
for the supervision  fee, which shall be due and payable within thirty (30) days
as additional rent.

          12.02.  Notwithstanding  the provisions of Section 12.01, all proposed
Tenant's Changes which shall affect or alter:

               (a) The outside  appearance or the strength of the Building or of
any of its structural parts; or

               (b) Any part of the Building outside of the Demised Premises; or

               (c)  The  mechanical,  electrical,  sanitary  and  other  service
systems of the Building, or increase the usage of such systems;

shall be performed  only by the Landlord,  at a cost to be mutually  agreed upon
between  Landlord  and Tenant.  Notwithstanding  the  foregoing,  with regard to
Section 12.02 (c) Landlord agrees that Tenant shall be entitled to perform minor

                                       17
<PAGE>

or less intensive  electrical  work such as removing,  replacing or adding plugs
and sockets  provided  however that any such changes  shall  require  Landlord's
approval  and  supervision  and  shall not be  deemed a  Section  12.07  change.
Further,  upon notice to Landlord but without the need for  Landlord's  approval
and without the obligation to pay Landlord  supervision  fees, Tenant shall have
the right to perform any  electrical  work  (including,  but not limited to, the
minor  or less  intensive  work  described  above)  which  does not  affect  the
electrical  panel or circuit  breakers,  provided  all such work is performed by
Michael Mandel and any company such as Mandel Electric with which Michael Mandel
is  affiliated  or by a  Licensed  electrical  contractor  approvd in advance by
Landlord. If in the future, Michael Mandel no longer performs electrical work or
services,  then Landlord  shall name another  acceptable  electrician to perform
such permitted  electrical work. In all instances of permitted  electrical work,
Tenant shall provide  Landlord with a mylar or other  reproducible  and five (5)
prints of as-built plans relating to such work.

          12.03. Tenant, at its expense, shall obtain all necessary governmental
permits  and  certificates  for the  commencement  and  prosecution  of Tenant's
Changes and for final approval thereof upon completion, and shall cause Tenant's
Changes to be performed in compliance therewith and with all applicable laws and
requirements  of public  authorities,  and with all applicable  requirements  of
insurance bodies,  and in good and workmanlike  manner,  using new materials and
equipment at least equal in quality and class to the original  installations  in
the  Building.  If Tenant is no longer  leasing  the entire  Building,  Tenant's
Changes shall be performed in such manner as not to unreasonably  interfere with
or delay and (unless Tenant shall  indemnify  Landlord  therefor to the latter's
reasonable  satisfaction) as not to impose any additional  expense upon Landlord
in the  construction,  maintenance or operation of the Building.  Throughout the
performance of Tenant's Changes,  Tenant, at its expense,  shall carry, or cause
to be carried,  workmen's compensation insurance in statutory limits and general
liability  insurance  for any  occurrence  in or about  the  Building,  in which
Landlord,  its managing  agent and  mortgagee of the Building  shall be named as
parties  insured in such  limits as  Landlord  may  reasonably  prescribe,  with
insurers reasonably satisfactory to Landlord. Tenant shall furnish Landlord with
reasonably  satisfactory  evidence that such insurance is in effect at or before
the  commencement of Tenant's Changes and, on request,  at reasonable  intervals
thereafter  during the  continuance  of  Tenant's  Changes.  If any of  Tenant's
Changes shall involve the removal of any fixtures,  equipment or other  property
in the Demised  Premises which are not Tenant's  Property (as defined in Article
13), such fixtures,  equipment or other property shall be promptly replaced,  at
Tenant's  expense,  with new fixtures,  equipment or other property (as the case
may be) of like utility and at least equal value.  In addition,  unless Landlord
shall  otherwise  expressly  consent in writing,  the Tenant shall  deliver such
removed fixtures to Landlord.

          12.04. Tenant, at its expense, and with diligence and dispatch,  shall
procure the  cancellation or discharge of all notices of violation  arising from
or otherwise connected with Tenant's Changes which shall be issued by any public
authority having or asserting jurisdiction.  Tenant shall defend,  indemnify and
save harmless  Landlord  against any and all mechanic's and other liens filed in
connection with Tenant's  Changes,  including the liens of any security interest
in,  conditional sales of, or chattel mortgages upon, any material,  fixtures or
articles so  installed in and  constituting  part of the Demised  Premises  and,
against all costs, expenses and liabilities incurred in connection with any such
lien,  security interest,  conditional sale or chattel mortgage or any action or

                                       18
<PAGE>

proceeding  brought  thereon.   Tenant,  at  its  expense,   shall  procure  the
satisfaction  or  discharge  of all such  liens  within  thirty  (30) days after
Landlord makes written demand therefor.  However, nothing herein contained shall
prevent Tenant from contesting,  in good faith and at its own expense,  any such
notice of violation,  provided  that Tenant shall comply with the  provisions of
Section 9.02.

          12.05.  Tenant agrees that the exercise of its rights  pursuant to the
provisions  of this  Article l2 shall not be done in a manner which would create
any work stoppage,  picketing, labor disruption or dispute or violate Landlord's
union contracts affecting the Land and Building.

          12.06. If Landlord requires restoration of all or any part of Tenant's
Changes,  Landlord  shall advise Tenant of such  restoration  requirement at the
time  Landlord  gives its consent to any Tenant  Changes.  If Landlord  fails to
require  restoration at the time it gives such consent,  then restoration  shall
not otherwise be required with respect to such Tenant's Changes.

          12.07.  Notwithstanding the foregoing,  Tenant without the requirement
of any approval of the  Landlord,  but upon advance  notice to Landlord may make
any non-structural  and/or decorative changes to the Demised Premises,  provided
that the cost  thereof  does  not  exceed  $25,000  in each  separate  unrelated
instance;  however such changes shall still be subject to Landlord's supervision
as otherwise provided in Section 12.01.


                                   ARTICLE 13

                                TENANT'S PROPERTY

          13.01.  Landlord's  Work,  Tenant's Work and all fixtures,  equipment,
improvements,  and appurtenances  attached to or built into the Demised Premises
at the commencement of or during the term of this Lease, whether or not by or at
the expense of Tenant, shall be and remain a part of the Demised Premises, shall
be deemed the property of Landlord and shall not be removed by Tenant, except as
hereinafter in this Article and in Article 3 expressly provided.

          13.02.  All  business and trade  fixtures,  machinery  and  equipment,
communications  equipment  and office  equipment,  whether or not attached to or
built into the Demised Premises,  which are installed in the Demised Premises by
or for the account of Tenant,  without  expense to Landlord,  and can be removed
without  permanent  structural  damage  to  the  Building,  and  all  furniture,
furnishings and other articles of movable personal  property owned by Tenant and
located in the Demised  Premises  (all of which are sometimes  called  "Tenant's
Property"),  shall be and shall remain the property of Tenant and may be removed
by it at any  time  during  the  term of  this  Lease;  provided  that if any of
Tenant's  Property is removed,  Tenant shall repair or pay the cost of repairing
any  damage to the  Demised  Premises  or to the  Building  resulting  from such
removal.  Any equipment or other  property for which Landlord shall have granted
any allowance or credit to Tenant shall not be deemed to have been  installed by
or for the  account of Tenant,  without  expense to  Landlord,  and shall not be
considered Tenant's Property.

          13.03.  At or before the  Expiration  Date,  or the date of an earlier
termination of this Lease,  or as promptly as practicable  after such an earlier
termination date, Tenant at its expense,  shall remove from the Demised Premises
all of  Tenant's  Property  except  such  items  thereof  as Tenant  shall  have
expressly  agreed in  writing  with  Landlord  were to remain  and to become the
property of Landlord, and, if required by Landlord as provided in Section 12.06,

                                       19

<PAGE>

above,  all  items  of work  done by or on  behalf  of  Tenant  after  the  Rent
Commencement  Date shall be removed by Tenant and Tenant shall repair any damage
to the Demised Premises or the Building  resulting from such removal.  If Tenant
fails to remove its Property  and/or  otherwise fails to perform any restoration
required of it under this Lease,  then Tenant shall be deemed a hold-over Tenant
as contemplated in Article 40.

          13.04. Any other items of Tenant's Property (except money, securities,
and other like valuables)  which shall remain in the Demised  Premises after the
Expiration  Date or after a period of  fifteen  (15) days  following  an earlier
termination  date,  may, at the option of the  Landlord,  be deemed to have been
abandoned,  and in such case either may be retained by Landlord as its  property
or may be disposed of,  without  accountability,  in such manner as Landlord may
see fit, at Tenant's expense.

          13.05.  Landlord hereby expressly waives any and all rights granted by
or under any present or future laws to levy or distrain for rent, in arrears, in
advance or both, on any of Tenant's Property, or of any subtenant or licensee of
Tenant  except after  Landlord has  instituted a legal action which  permits the
Landlord to levy or distrain on Tenant's Property. In no event shall Landlord be
permitted to distrain upon Tenant's files and/or its proprietary documentation.


                                   ARTICLE 14

                             REPAIRS AND MAINTENANCE

          14.01.  Tenant shall, at its sole cost and expense,  keep and maintain
the Building and its fixtures, appurtenances, systems and facilities serving the
Demised  Premises in good working  order,  condition,  and repair and shall make
with all due diligence all repairs, structural and otherwise, as and when needed
in the Demised  Premises,  Tenant shall  promptly make all repairs,  ordinary or
extraordinary,  structural  or otherwise in the  Building,  except that Landlord
shall be  responsible,  for any of such  repairs  as are  required  by reason of
Landlord's  neglect or other  fault in the  manner of  performing  any  Tenant's
Changes  which  may be  undertaken  by  Landlord  for  Tenant's  account  or are
otherwise  required  by reason of  neglect  or other  fault of  Landlord  or its
employees, agents, or contractors.  Tenant shall also be responsible at its sole
cost and expense for the  performance  of the  obligations  set forth in Section
5.02.  Notwithstanding the foregoing, in connection with any repairs on or under
the Land, if the equipment,  appurtenance,  system,  facility,  etc. so repaired
serves the Demised Premises and other buildings in Tri-Park  Corporate Park then
Section 5.11 shall govern,  but if the applicable  items serve only the Building
then Landlord shall complete such repairs at Tenant's  expense.  Any replacement
of such item or items shall be at Landlord's sole cost and expense.

                                   ARTICLE 15

                                   ELECTRICITY

          15.01. The consumption of electricity at the Demised Premises shall be
measured  by the  existing  meter.  Tenant  shall  pay  for its  consumption  of
electricity directly to the supplier of the service.

                                       20

<PAGE>

                                   ARTICLE l6

                    HEATING, VENTILATION AND AIR-CONDITIONING

          16.01.  Tenant,  subject  to  Landlord's  obligations  as set forth in
Section 5.06, above,  shall maintain and operate the heating,  ventilating,  and
air-conditioning  systems  (hereinafter  called "the systems") and shall furnish
heat, ventilating,  and air conditioning  (hereinafter  collectively called "air
conditioning   service")  in  the  Demised  Premises  through  the  systems,  in
compliance with the performance specifications set forth in Exhibit C.

          16.02. Use of the Demised Premises,  or any part thereof,  in a manner
exceeding the design conditions  (including  occupancy and connected  electrical
load)  specified  in  Exhibit C for air-  conditioning  service  in the  Demised
Premises,   or  rearrangement  of  partitioning  which  interferes  with  normal
operation of the  air-conditioning in the Demised Premises,  may require changes
in the air- conditioning system servicing the Demised Premises. Such changes, so
occasioned,  shall be made by Landlord, at Tenant's expense, as Tenant's Changes
pursuant to Article l2.

                                   ARTICLE l7

                LANDLORD'S OTHER SERVICES; FACILITIES MANAGEMENT

          17.01.  Throughout  the term hereof  Landlord shall make available for
Tenant's use parking  spaces in the parking area  adjacent to the  Building,  in
common with other tenants of the buildings at Tri-Park Corporate Park.  Landlord
states that there are four (4)  parking  spaces per 1000 square feet of rentable
square feet of office space in the Building, including 40 reserved spaces in the
locations  shown on the parking plan annexed hereto as Exhibit H. Landlord shall
not be  responsible  for policing or  enforcing  the  exclusivity  of use of the
reserved parking spaces.

          17.02.  Landlord and Tenant  recognize that Tenant intends to retain a
facilities manager (the "Facilities  Manager") to assist in Tenant's  operations
at and  occupancy  of the Demised  Premises and for the  performance  of various
duties on behalf of Tenant at the Demised  Premises as determined by Tenant.  In
connection  with the engagement of the Facilities  Manager,  Landlord and Tenant
agree as follows:

               (a) The identity of the  Facilities  Manager  shall be subject to
the prior written approval of Landlord. It is agreed that the Facilities Manager
shall not be a real estate  developer  in the State of New Jersey.  Set forth on
Exhibit J is a schedule of facilities  managers who are  acceptable to Landlord,
and with whom Tenant is free to execute a facilities management agreement;  such
acceptability  is  based  on such  Facilities  Manager  not  being  real  estate
developers.  If a Facilities Manager shall become a real estate developer during
the term of an agreement,  then such  Facilities  Manager shall be terminated at
the earlier of the expiration of the current term or twelve (12) months.

               (b)  Prior to  entering  into  any  agreement  with a  Facilities
Manager,  such  agreement  in redacted  form  (meaning  the  identity,  term and
complete  detailed  listing  of  services,  renewal  provisions.  etc.  shall be
provided  but  compensations  and fees may be  excluded)  shall be  submitted to

                                       21

<PAGE>

Landlord  for  its  prior  written   approval,   which  approval  shall  not  be
unreasonably withheld or delayed. Tenant shall not enter into any agreement with
a Facilities  Manager until it has obtained  Landlord's  prior written  approval
therefor.  In the event that the proposed  agreement is deemed by Landlord to be
inconsistent  with the terms of this Lease as the same relate to the  respective
rights and duties of  Landlord  and Tenant  regarding  the  repair,  maintenance
and/or operation of the Demised Premises and/or changes and alterations thereto,
it shall so inform  Tenant  with  specificity  as to the  grounds of  objection.
Tenant shall then have a reasonable  opportunity  in which to amend the proposed
agreement  and again  submit it to  Landlord  for its  approval.  If an approved
agreement is automatically  renewable or can be renewed by letter  authorization
without change to its terms, Tenant need only advise Landlord of such renewal.

               (c) In the event  Tenant  intends to change the  identity  of the
Facilities  Manager,  and/or materially  changes the terms and conditions of the
Facilities  Manager's  agreement as the same relate to the Facilities  Manager's
duties  regarding  the  repair,  maintenance  and/or  operation  of the  Demised
Premises,  then such changes shall be subject to the prior  written  approval of
Landlord in accordance with the terms of this Section 17.02.  Any changes to the
items described in (b) above shall be a material change.

               (d) The term of Tenant's  agreement with the  Facilities  Manager
shall not exceed twelve (12) months.  Any twelve (12) month agreement which does
not violate  (a), (b) or (c) above can be  automatically  renewed upon notice to
Landlord and the balance of this  subsection (d) shall not apply.  Tenant agrees
to forward to Landlord any request for  proposal  that is submitted by Tenant to
third parties  respecting the position of Facilities Manager and shall afford to
Landlord and/or its affiliates an equal  opportunity to submit a bid to Landlord
for such  position of  Facilities  Manager at the  expiration  of such  existing
agreement if not renewed as above permitted.

               (e) From and after  sixty  (60) days from the date of this  Lease
Tenant  shall not be  permitted  to retain  the  services  in any  manner of any
facilities manager unless such facilities manager is selected in accordance with
Section 17.02.

               (f) Failure by any Facilities Manager to perform its duties under
its  agreement  with Tenant or failure of Tenant to retain a Facilities  Manager
shall not excuse  Tenant  from the  performance  of its  obligations  under this
Lease.  The  determination by Tenant not to retain or continue with a Facilities
Manager shall not constitute a default hereunder.


                                   ARTICLE 18

                  ACCESS, CHANGES IN BUILDING FACILITIES, NAME

          18.01.  All walls,  windows,  and doors bounding the Demised  Premises
(including  exterior Building walls, core corridor walls and doors, and any core
corridor  entrance),  except the inside surfaces thereof,  any terraces or roofs
adjacent  to the Demised  Premises,  and any space in or adjacent to the Demised
Premises used for shafts,  stacks, pipes, conduits, fan room, ducts, electric or
other utilities,  sinks or other Building  facilities,  and the use thereof,  as
well as  access  thereto  through  the  Demised  Premises  for the  purposes  of
operation,  maintenance,  decoration,  and repair are reserved to Landlord.  The
provisions of this Section 18.01 shall be  inapplicable so long as Tenant leases
the entire Building.

                                       22
<PAGE>

          18.02. Intentionally omitted.

          18.03.  Landlord or Landlord's agent shall have the right upon request
(except in emergency  under clause (ii) hereof) to enter and/or pass through the
Demised  Premises or any part  thereof,  at reasonable  times during  reasonable
hours,  (i) to  examine  the  Demised  Premises  and to show them to  holders of
superior  mortgages,  or  prospective  purchasers,  mortgagees or lessees of the
Building as an  entirety;  and (ii) for the  purpose of making  such  repairs or
changes  or  doing  such  repainting  in or  to  the  Demised  Premises  or  its
facilities,  as may be provided  for by this Lease or as may be mutually  agreed
upon by the parties or as Landlord may be required to make by law or in order to
repair and maintain said structure or its fixtures or facilities. Landlord shall
be allowed to take all materials into and upon the Demised  Premises that may be
required  for  such  repairs,  changes,  repainting,  or  maintenance,   without
liability to Tenant but Landlord shall not unreasonably  interfere with Tenant's
use of the  Demised  Premises.  Landlord  shall  also have the right to enter on
and/or pass through the Demised Premises,  or any part thereof, at such times as
such entry shall be required by circumstances of emergency affecting the Demised
Premises or the  Building.  Exercise by Landlord of its rights  pursuant to this
Section 18.03 is subject to the  provisions of Section  20.04,  below.  Landlord
agrees to comply with all  reasonable  security  measures  established by Tenant
from time to time,  provided that prior notice  thereof shall have been given to
Landlord.

          18.04.  During the period of nine (9) months  prior to the  Expiration
Date, Landlord may exhibit the Demised Premises to prospective tenants.

          18.05. Intentionally omitted.

          18.06.  It is agreed that the  Building  shall not be named during the
term of the Lease.

          18.07.  Subject to applicable  law the Building shall be accessible to
Tenant and all Tenant  Parties (as defined in Section  20.04)  twenty-four  (24)
hours a day,  seven (7) days a week,  three  hundred  sixty  five (365) days per
year.

          18.08.  Tenant  shall have the right to use and  change  the  existing
monument  sign at 100 Schulz  Drive for the  display  of its own name.  Prior to
changing  said monument  sign,  Tenant shall submit its plans for such change to
Landlord  for  its  prior  written  consent,  which  shall  not be  unreasonably
withheld.  Any change to the  monument  sign and  procurement  of any  necessary
governmental approvals therefor shall be effected by Tenant at its sole cost and
expense.

          18.09. Tenant shall be entitled to install within the Demised Premises
(but not on the exterior  windows),  in accordance with all applicable laws, non
offensive signage as determined by Tenant.


                                   ARTICLE 19

                               NOTICE OF ACCIDENTS

          19.01.  Tenant  shall give notice to Landlord,  promptly  after Tenant
learns thereof,  of (i) any accident in or about the Demised  Premises for which

                                       23

<PAGE>

Landlord  might be liable;  (ii) all fires in the  Demised  Premises;  (iii) all
damage to or defects in the Demised Premises, including the fixtures, equipment,
and  appurtenances   thereof,   for  the  repair  of  which  Landlord  might  be
responsible;  and (iv) all damage to or defects in any parts or appurtenances of
the Building's sanitary,  electrical,  heating,  ventilating,  air-conditioning,
elevator,  and other systems located in or passing through the Demised  Premises
or any part thereof.

                                   ARTICLE 20

                        NON-LIABILITY AND INDEMNIFICATION

          20.01. Neither Landlord nor any agent or employee of Landlord shall be
liable to Tenant  for any  injury or damage to Tenant or to any other  person or
for any damage to, or loss (by theft or otherwise) of, any property of Tenant or
of any other person,  irrespective of the cause of such injury, damage, or loss,
unless caused by or due to the negligence of Landlord, its agents, or employees.

          20.02.  Tenant  shall  indemnify  and save  harmless  Landlord and its
agents  against and from (a) any and all claims (i) arising from (x) the conduct
or management by Tenant,  the Tenant Parties (as hereinafter  defined) and their
respective  contractors,  of the Demised Premises or of any business therein, or
(y) any work or thing whatsoever  done, or any condition  created (other than by
Landlord for Landlord's or Tenant's  account) in the Demised Premises during the
term of this  Lease  or  during  the  period  of  time,  if  any,  prior  to the
Commencement  Date  that  Tenant  may have  been  given  access  to the  Demised
Premises,  or (ii)  arising  from any  negligent  or  otherwise  wrongful act or
omission of Tenant or any of its  subtenants,  invitees or  licensees  or its or
their  employees,  agents,  or  contractors,  and (b) all costs,  expenses,  and
liabilities  incurred  in or in  connection  with each  such  claim or action or
proceeding brought thereon.  In case any action or proceeding be brought against
Landlord by reason of any such claim,  Tenant, upon notice from Landlord,  shall
resist and defend such action or proceeding.

          20.03.  Except as  otherwise  expressly  provided in this Lease,  this
Lease and the  respective  obligations of Landlord and Tenant  hereunder  (other
than Tenant's  obligation to pay rent) shall be in no way affected,  impaired or
excused  because  the  other  party is  unable  to  fulfill,  or is  delayed  in
fulfilling,  any of its obligations under this Lease by reason of strike,  other
labor  trouble,  governmental  pre-emption  or priorities  or other  controls in
connection  with a national  or other  public  emergency  or  shortages  of fuel
supplies or labor resulting  therefrom,  or other like cause beyond such party's
reasonable control.

          20.04.   Landlord  shall  indemnify  and  save  harmless  Tenant,  its
shareholders,   officers,  employees,  agents,  and/or  directors  (collectively
"Tenant  Parties")  against  and from (a) any and all  claims  arising  from any
negligent  or  otherwise  wrongful  act or  omission  of  Landlord or any of its
subtenants,  invitees  or  licensees  or  its or  their  employees,  agents,  or
contractors, and any default under the terms of this Lease by Landlord following
Tenant's  giving of written  notice to  Landlord of such  default and  affording
Landlord a reasonable  opportunity in which to cure the same; and (b) all costs,
expenses,  and liabilities  incurred in or in connection with each such claim or
action or  proceeding  brought  thereon.  In case any  action or  proceeding  be
brought against Tenant by reason of any such claim,  Landlord,  upon notice from
Tenant,  shall resist and defend such action or proceeding with counsel approved
by Tenant, which approval shall not be unreasonably withheld.

                                       24

<PAGE>

          20.05 In no event shall Tenant's  shareholders,  officers,  employees,
agents,  and/or  directors be responsible for any of the obligations  under this
Lease.


                                   ARTICLE 21

                              DESTRUCTION OR DAMAGE

          21.01.  If the Building or the Demised  Premises shall be partially or
totally  damaged or destroyed  by fire or other  cause,  then whether or not the
damage or  destruction  shall have resulted from the fault or neglect of Tenant,
or its  employees,  agents or  visitors  (and if this Lease  shall not have been
terminated as in this Article hereinafter  provided),  Landlord shall repair the
damage  and  restore  and  rebuild  the  Building  and/or the  Demised  Premises
(including  Landlord's  Work and any Tenant's  Finish Work that was performed by
Landlord),  at its expense,  with reasonable  dispatch after notice to it of the
damage or destruction; provided, however, that Landlord shall not be required to
repair or replace any of the Tenant's Property.

          21.02.  If the  Building or the Demised  Premises  shall be  partially
damaged  or  partially  destroyed  by fire or other  cause,  the  rents  payable
hereunder  shall be abated to the extent  that the Demised  Premises  shall have
been  rendered  untenantable  and for the period from the date of such damage or
destruction to the date the damage shall be repaired or restored. If the Demised
Premises  or a major part  thereof  shall be totally  (which  shall be deemed to
include  substantially  totally)  damaged or  destroyed  or rendered  completely
(which  shall be deemed to include  substantially  completely)  untenantable  on
account  of fire or other  cause,  the rents  shall  abate as of the date of the
damage or destruction and until Landlord shall repair,  restore, and rebuild the
Building and the Demised  Premises  (including  Landlord's Work and any Tenant's
Finish Work that was  performed by  Landlord),  provided,  however,  that should
Tenant  reoccupy  a  portion  of the  Demised  Premises  during  the  period  of
restoration  work is  taking  place and prior to the date that the same are made
completely  tenantable,  rents  allocable  to such  portion  shall be payable by
Tenant from the date of such occupancy.

          21.03.  If the  Building  or the  Demised  Premises  shall be  totally
damaged or  destroyed by fire or other  cause,  or if the  Building  shall be so
damaged or destroyed by fire or other cause as to require a reasonably estimated
expenditure  of more than twenty five percent (25%) of the  replacement  cost of
the  Building  then in either such case  Landlord  may  terminate  this Lease by
giving Tenant notice to such effect within sixty (60) days after the date of the
casualty.  If the Building or the Demised Premises shall be partially or totally
damaged or destroyed by fire or other cause and Landlord  elects not to exercise
the aforementioned termination right (or if such right is not created), Landlord
shall  deliver to Tenant,  within  sixty  (60) days of the  casualty,  a written
certification  from M. Alfieri Company,  Inc. or other contractor of Landlord of
(a) the extent of damage to the Building, in reasonable detail, and (b) the time
within  which  substantial   restoration  of  the  Demised  Premises  (including
Landlord's  Work and any  Tenant's  Finish Work that was  performed by Landlord)
will occur (the "Estimated  Completion Date"). If the Estimated  Completion Date

                                       25

<PAGE>

is more than twelve (12) months from the date of casualty to restore the Demised
Premises,  as aforesaid,  Tenant shall have the right to terminate this Lease by
written  notice to Landlord  within thirty (30) days of Tenant's  receipt of the
contractor's  written  statement  setting forth the Estimated  Completion  Date,
otherwise  this Lease will  remain in full force and effect  unless  Landlord or
Tenant elects to terminate this Lease as provided elsewhere in this Article.  In
any event, in case of any damage or destruction  mentioned in this Article,  and
neither Landlord nor Tenant has exercised an aforementioned  termination  right,
Tenant shall again have the right,  but not the  obligation,  to  terminate  the
Lease  upon  thirty  (30)  days  notice  to   Landlord,   if  Landlord  has  not
substantially  completed  the making of the  required  repairs and  restored and
rebuilt the Building and the Demised Premises, as aforesaid, by the later of (a)
the  date  which  is  twelve  (12)  months  after  the  date of such  damage  or
destruction,  or (b) the Estimated  Completion  Date, which  termination  notice
Landlord  may  vitiate  if prior to the  expiration  of such  thirty  (30)  days
Landlord substantially completes the repairs,  restorations and/or rebuilding of
the Building and the Demised Premises.  Such period for repair,  restoration and
rebuilding  shall be extended for such time (not  exceeding  four (4) months) as
shall equal the aggregate  period  Landlord may have been delayed in doing so by
adjustment of insurance,  labor trouble,  governmental  controls, act of God, or
any other cause beyond Landlord's  reasonable  control.  Any termination of this
Lease  pursuant to this  Section  21.04 shall be without  further  liability  of
Tenant to Landlord.

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

          21.05. Intentionally omitted.

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

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

          21.08. If the Demised  Premises and/or access thereto become partially
or totally  damaged or  destroyed  by any  casualty  not insured  against,  then
Landlord or Tenant shall have the right to terminate  this Lease upon giving the
other party thirty (30) days notice and upon the  expiration of said thirty (30)
day notice period this Lease shall  terminate as if such  termination  date were
the Expiration Date.

          21.09.  The  determination  of whether or not the Building  and/or the
Demised  Premises have been repaired or restored shall be made on the same basis
as the original delivery and completion of the Demised Premises as in this Lease
provided.

                                       26

<PAGE>

                                   ARTICLE 22

                                 EMINENT DOMAIN

          22.01.  If the whole of the Land or Building or access to the Building
or parking areas of the Building shall be lawfully taken by  condemnation  or in
any other manner for any public or quasi-public  use of purpose,  this Lease and
the term and estate hereby granted shall  forthwith  terminate as of the date of
vesting of title on such taking  (which date is herein after also referred to as
the "date of the  taking"),  and the rents shall be prorated  and adjusted as of
such date.

          22.02.  If any part of the Land or Building or access to the  Building
or  parking  areas  of the  Building  shall be so  taken,  this  Lease  shall be
unaffected by such taking,  except that Tenant may elect to terminate this Lease
in the event of such partial taking,  if the area of the Demised Premises and/or
parking  facilities  or access to the Demised  Premises  shall not be reasonably
sufficient  for Tenant to continue  feasible  operation of its business.  Tenant
shall give notice of such  election to Landlord  not later than thirty (30) days
after the date of such taking. Upon the giving of such notice to Landlord,  this
Lease shall terminate on the date of service of notice and the rents apportioned
to the part of the Demised  Premises so taken shall be prorated  and adjusted as
of the date of the  taking and the rents  apportioned  to the  remainder  of the
Demised  Premises  shall be prorated and adjusted as of such  termination  date.
Upon such partial  taking and this Lease  continuing  in force as to any part of
the Demised Premises,  the rents apportioned to the part taken shall be prorated
and adjusted as of the date of taking and from such date the fixed rent shall be
reduced to the amount  apportioned to the remainder of the Demised  Premises and
additional rent shall be payable pursuant to Article 5 according to the rentable
area remaining.

          22.03.  Landlord  shall be entitled to receive the entire award in any
proceeding  with  respect to any taking  provided  for in this  Article  without
deduction  therefrom for any estate  vested in Tenant by this Lease,  and Tenant
shall receive no part of such award. Tenant hereby expressly assigns to Landlord
all of its right, title, and interest in or to every such award. Notwithstanding
the foregoing, Tenant may claim a condemnation award for the unamortized portion
of the cost  incurred  by Tenant in  connection  with any of  Tenant's  Property
installed pursuant to this Lease and severance  damages.  In addition Tenant may
sue the appropriate  agency for relocation  expenses  pursuant to the Relocation
Assistance Act, N.J.S.A. 20:4-1 et seq.

          22.04.  If the  temporary  use or  occupancy of all or any part of the
Demised  Premises shall be lawfully taken by condemnation or in any other manner
for any public or  quasi-public  use or purpose  during the term of this  Lease,
Tenant  shall be  entitled  to  receive  any  award for the  taking of  Tenant's
Property and for moving expenses, and Landlord shall be entitled to receive that
portion  which  represents  reimbursement  for the  cost of  restoration  of the
Demised  Premises.  This Lease shall be and remain unaffected by such taking and
Tenant shall remain responsible for all of its obligations  hereunder insofar as
such  obligations  are not affected by such taking and shall  continue to pay in
full the  fixed  rent  and  additional  rent  when  due,  subject  however  to a
proportionate  abatement  of rent  for  that  portion  of the  Demised  Premises
temporarily  taken which are unuseable by Tenant. If the period of temporary use

                                       27

<PAGE>

or occupancy  of the Demised  Premises (or a part  thereof)  extends  beyond the
Expiration Date, then the  condemnation  award shall be divided between Landlord
and Tenant,  as  aforesaid,  so that  Tenant  shall  receive so much  thereof as
represents the period prior to the Expiration Date and Landlord shall receive so
much thereof as represents  the period  subsequent to the  Expiration  Date. All
moneys  received  by Tenant  as, or as part of, an award for  temporary  use and
occupancy  for a period beyond the date to which the rents  hereunder  have been
paid by Tenant  shall be received,  held,  and applied by Tenant as a trust fund
for payment of the rents falling due hereunder.

          22.05.  In the  event of any  taking  of less  than  the  whole of the
Building which does not result in a termination  of this Lease,  or in the event
of a taking for a temporary  use or  occupancy of all or any part of the Demised
Premises  which does not extend beyond the  Expiration  Date,  Landlord,  at its
expense,  shall proceed with reasonable diligence to repair,  alter, and restore
the remaining  parts of the Building and the Demised  Premises to  substantially
their former  condition to the extent that the same may be feasible and so as to
constitute a complete and  tenantable  Building  and Demised  Premises.  If such
taking  occurs  within  the last  three  (3)  years  of the term of this  Lease,
Landlord  shall  have the right to  terminate  this  Lease by giving  the Tenant
written  notice to such effect  within  ninety (90) days after such taking,  and
this Lease shall then expire on that  effective  date stated in the notice as if
that were the Expiration  Date, but the fixed rent and the additional rent shall
be prorated and  adjusted as of the date of such taking,  except that Tenant may
negate  any such  cancellation  by  exercising  any  renewal  option  right then
available to Tenant in which event this Lease shall continue.

          22.06. Intentionally omitted.

          22.07. Any dispute which may arise between the parties with respect to
the meaning or  application  of any of the  provisions  of this Article shall be
determined by arbitration in the manner provided in Article 33.

                                   ARTICLE 23

                                    SURRENDER

          23.01.  On the last day of the term of this Lease, or upon any earlier
termination  of this Lease,  or upon any  re-entry by Landlord  upon the Demised
Premises  pursuant to an order of court having  jurisdiction,  Tenant shall quit
and surrender  the Demised  Premises to Landlord in good order,  condition,  and
repair,  except for ordinary  wear and tear and such damage or  destructions  as
Landlord  is required to repair or restore  under this Lease,  and Tenant  shall
remove all of Tenant's Property therefrom except as otherwise expressly provided
in this Lease. Landlord reserves the right to require Tenant to remove all items
installed  by,  for or on behalf of  Tenant in excess of the  Building  standard
items  ("Landlord's  Work"),  all as more  particularly  described in Article 3.
Subject  to the terms of  Article  40 which  shall  govern,  if Tenant  fails to
conform to the provisions of Article 40 on or before the last day of the term of
this Lease or upon any earlier  termination,  Tenant shall be deemed a hold-over
Tenant  under  Article 40 of this Lease until such time as Tenant has  completed
such restoration.

                                   ARTICLE 24

                            CONDITIONS OF LIMITATION

          24.01.  This Lease and the term and estate hereby  granted are subject
to the limitation  that whenever Tenant shall make an assignment of the property
of Tenant for the benefit of creditors, or shall file a voluntary petition under

                                       28
<PAGE>

any bankruptcy or insolvency law, or an involuntary  petition alleging an act of
bankruptcy or insolvency  shall be filed against  Tenant under any bankruptcy or
insolvency law, or whenever a petition shall be filed by or against Tenant under
the  reorganization  provisions of the United States Bankruptcy Act or under the
provisions  of any law of like imports or whenever a petition  shall be filed by
Tenant under the  arrangement  provisions of any law of like import,  whenever a
permanent  receiver  of Tenant  or of or for the  property  of  Tenant  shall be
appointed, then Landlord, (a) at any time of receipt of notice of the occurrence
of any such  event,  or (b) if such event  occurs  without the  acquiescence  of
Tenant, at any time after the event continues for ninety (90) days, Landlord may
give  Tenant  a  notice  of  intention  to end the  term of  this  Lease  at the
expiration  of five  (5)  days  from  the  date of  service  of such  notice  of
intention,  and upon the  expiration  of said five (5) day period this Lease and
the term and estate hereby  granted,  whether or not the term shall  theretofore
have  commenced,  shall  terminate  with the same effect as if that day were the
Expiration  Date,  but Tenant  shall  remain  liable for  damages as provided in
Article 26.

          24.02.  This Lease and the term and estate hereby  granted are subject
to the further limitation that:

               (a) Whenever  Tenant shall default in the payment of  installment
of fixed rent,  or in the  payment of any  additional  rent or any other  charge
payable by Tenant to Landlord,  or any day upon which the same ought to be paid,
and such default shall continue for five (5) days after written notice  thereof;
or

               (b) Whenever  Tenant shall do or knowingly  permit anything to be
done,  whether by action or  inaction,  contrary to any of Tenant's  obligations
hereunder,  and if such  situation  shall  continue and shall not be remedied by
Tenant  within  thirty  (30) days  after  Landlord  shall have given to Tenant a
written  notice  specifying  the same, or, in the case of a happening or default
which cannot with due diligence be cured within a period of thirty (30) days and
the  continuance  of which for the  period  required  for cure will not  subject
Landlord to risk of criminal  liability or foreclosure of any superior  mortgage
if Tenant shall not, (i) within said thirty (30) day period  advise  Landlord of
Tenant's  intention  to duly  institute  all  steps  necessary  to  remedy  such
situation;  (ii)  duly  institute  within  said  thirty  (30)  day  period,  and
thereafter  diligently prosecute to completion all steps necessary to remedy the
same;  (iii)  complete  such remedy within such time after the date of giving of
said notice to Landlord as shall reasonably be necessary; or

               (c) Whenever any event shall occur or any contingency shall arise
whereby this Lease or the estate hereby granted or the unexpired  balance of the
term hereof would, by operation of law or otherwise, devolve upon or pass to any
person, firm, or corporation other than Tenant, except as expressly permitted by
Article 8; or

               (d) Intentionally omitted; or

               (e) If Tenant  shall  default  in the  timely  payment of rent or
additional  rent and any such default shall  continue to be repeated for two (2)
consecutive  months or for a total of four (4)  months  in any  period of twelve
(12)  months,  or more than three (3) times in any six (6) month  period,  then,
notwithstanding  that  such  defaults  shall  have each been  cured  within  the
applicable  period,  any similar  default shall be deemed to be  deliberate  and
Landlord  may  thereafter  serve a notice of  termination  upon  Tenant  without
affording to Tenant opportunity to cure such default;

                                       29
<PAGE>

then,  and in any of the  foregoing  cases,  this  Lease and the term and estate
hereby granted, whether or not the term shall theretofore have commenced, shall,
if the  Landlord  so  elects,  terminate  upon ten (10) days  written  notice by
Landlord to Tenant of  Landlord's  election to terminate  the Lease and the term
hereof shall  expire and come to an end on the date fixed in such  notice,  with
the same effect as if that day were the Expiration Date, but Tenant shall remain
liable for the rent and  additional  rent  which  subsequently  accrues  and for
damages as provided in Article 26.

                                   ARTICLE 25

                              RE-ENTRY BY LANDLORD

          25.01.  If Tenant shall default in the payment of any  installment  of
fixed rent, or of any installment of additional rent, on any date upon which the
same ought to be paid and if such default shall continue for five (5) days after
written notice thereof, or if this Lease shall expire as provided in Article 24,
Landlord or  Landlord's  agents and  employees  may  immediately  or at any time
thereafter  re-enter the Demised Premises,  or any part thereof,  in the name of
the whole, either by summary dispossess proceedings or by any suitable action or
proceeding at law, or by force or otherwise, without being liable to indictment,
prosecution or damages therefor,  and may repossess the same, and may remove any
persons  therefrom,  to the end that  Landlord  may  have,  hold,  and enjoy the
Demised Premises again as and of its first estate and interest therein. The word
"re-enter", as herein used, is not restricted to its technical legal meaning. In
the event of any termination of this Lease under the provisions of Article 24 or
if Landlord  shall  re-enter the Demised  Premises  under the provisions of this
Article or in the event of the termination of this Lease, or of re-entry,  by or
under any summary  dispossess or other  proceeding or action or any provision of
law by reason of default hereunder on the part of Tenant, Tenant shall thereupon
pay to Landlord the fixed rent and additional rent payable by Tenant to Landlord
up to the  time of  such  termination  of this  Lease,  or of such  recovery  of
possession  or the Demised  Premises by Landlord,  as the case may be, and shall
also pay to Landlord damages as provided in Article 26.

          25.02.  In the event of a breach or  threatened  breach by Landlord or
Tenant of any of their respective  obligations under this Lease, either Landlord
or  Tenant,  as the case may be,  shall also have the right of  injunction.  The
special  remedies  hereunder are cumulative and are not intended to be exclusive
of any other  remedies or means of redress to which the parties may  lawfully be
entitled at any time.

          25.03.  If this Lease shall  terminate under the provisions of Article
24, or if Landlord shall  re-enter the Demised  Premises under the provisions of
this Article,  or in the event of any termination of this Lease, or of re-entry,
by or  under  any  summary  dispossess  or other  proceeding  or  action  or any
provision of law by reason of default hereunder on the part of Tenant,  Landlord
shall be  entitled  to retain all moneys,  if any,  paid by Tenant to  Landlord,
whether as advance  rent,  security,  or  otherwise,  but such  moneys  shall be
credited by Landlord  against any fixed rent or additional  rent due from Tenant
at the time of such  termination or re-entry or, at Landlord's  option,  against
any damages payable by Tenant under Article 26 or pursuant to law.

                                       30
<PAGE>

                                   ARTICLE 26

                                     DAMAGES

          26.01. If this Lease is terminated under the provisions of Article 24,
or if Landlord  shall  re-enter the Demised  Premises  under the  provisions  of
Article 25, or in the event of the termination of this Lease, or of re-entry, by
or under any summary  dispossess or other  proceeding or action of any provision
of law by reason of default hereunder on the part of Tenant, Tenant shall pay to
Landlord as damages, at the election of Landlord, either

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

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

               If the  Demised  Premises  or any  part  thereof  to be  relet by
Landlord  for the  unexpired  portion  of the  term of this  Lease,  or any part
thereof,  before presentation of proof of such damages to any court,  commission
or tribunal, the amount of rent reserved upon such reletting shall, prima facie,
be the fair and  reasonable  rental  value  for the  Demised  Premises,  or part
thereof, so relet during the term of the reletting.

          26.02.  Suit  or  suits  for the  recovery  of  such  damages,  or any
installments  thereof,  may be  brought  by  Landlord  from  time to time at its

                                       31
<PAGE>

election,  and nothing  contained  herein shall be deemed to require Landlord to
postpone  suit until the date when the term of this Lease would have  expired if
it had not been so terminated  under the  provisions of Article 24, or under any
provision of law, or had Landlord not re-entered the Demised  Premises.  Nothing
herein  contained  shall be construed to limit or preclude  recovery by Landlord
against  Tenant of any sums or  damages to which,  in  addition  to the  damages
particularly  provided above, Landlord may lawfully be entitled by reason of any
default  hereunder  on the part of Tenant.  Nothing  herein  contained  shall be
construed  to limit or  prejudice  the right of  Landlord  to seek and obtain as
liquidated damages by reason of the termination of this Lease or re-entry on the
Demised  Premises for the default of Tenant under this Lease, an amount equal to
the  maximum  allowed by any  statute or rule of law in effect at the time when,
and governing the proceedings in which, such damages are to be proved whether or
not such amount be greater,  equal to, or less than any of the sums  referred to
in Section 26.01.

          26.03. In addition to the foregoing and without regard to whether this
Lease is  terminated,  Tenant shall pay to Landlord  upon demand,  all costs and
expenses  incurred by  Landlord,  including  reasonable  attorney's  fees,  with
respect to any lawsuit instituted or defended or any action taken by Landlord to
enforce all or any of the provisions of this Lease.

          26.04.  Landlord  agrees  that if it  fails  to  perform  any  service
required of it or observe any term of this Lease,  Tenant shall notify  Landlord
in writing of such  failure.  Landlord  shall then have  thirty (30) days within
which to cure such default. Landlord shall diligently and continually proceed to
cure any such  default  within  five (5) days of  written  notice  from  Tenant.
Landlord  agrees to advise  Tenant  within five (5) business  days of Landlord's
efforts to cure such default.  If Landlord fails to cure such default within the
thirty (30) day period, Tenant shall be entitled, but not obligated,  to perform
such service and invoice  Landlord for the cost  thereof.  If Landlord  fails to
reimburse  Tenant,  Tenant  shall be entitled to  institute  litigation  against
Landlord.  If Tenant is  successful  in such  litigation,  Tenant  shall also be
entitled  to  reasonable  costs  and  expenses  including   attorney's  fees  in
connection  with such  litigation.  Tenant agrees that it shall not exercise the
right of any offset  against  rent for any sums due it pursuant to this  Section
until such time as Tenant has obtained a judgment against Landlord.


                                   ARTICLE 27

                                     WAIVERS

          27.01.  Tenant,  for  Tenant,  and on  behalf  of any and all  persons
claiming through or under Tenant,  including creditors of all kinds, does hereby
waive and surrender all right and privilege which they or any of them might have
under or by reason of any present or future law, to redeem the Demised  Premises
or to have a continuance  of this Lease for the term hereby  demised after being
dispossessed  or ejected  therefrom by process of law or under the terms of this
Lease or after the termination of this Lease as herein provided.

          27.02. In the event that Tenant is in arrears in payment of fixed rent
or additional rent hereunder, Tenant waives Tenant's right, if any, to designate
the items  against  which any payments  made by Tenant are to be  credited,  and
Tenant  agrees that  Landlord may apply any payments made by Tenant to any items
it sees fit,  irrespective of and  notwithstanding any designation or request by
Tenant as to the items against which any such payments shall be credited.

                                       32

<PAGE>

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

          27.04.  The  provisions  in  Articles  16 and l7 shall  be  considered
express  agreements  governing  the services to be  furnished  by Landlord,  and
Tenant agrees that any laws and/or  requirements of public  authorities,  now or
hereafter in force, shall have no application in connection with any enlargement
of Landlord's obligations with respect to such services.


                                   ARTICLE 28

                        NO OTHER WAIVERS OR MODIFICATIONS

          28.01.  The  failure  of  either  party to  insist  in any one or more
instances upon the strict  performance of any one or more of the  obligations of
this Lease, or to exercise any election herein contained, shall not be construed
as a waiver or  relinquishment  for the future of the performance of such one or
more  obligations of this Lease or of the right to exercise such  election,  but
the same shall  continue and remain in full force and effect with respect to any
subsequent  breach,  act, or omission.  No executory  agreement  hereafter  made
between  Landlord  and  Tenant  shall be  effective  to change,  modify,  waive,
release,  discharge,  terminate or effect an abandonment of this Lease, in whole
or in part, unless such executory  agreement is in writing,  refers expressly to
this Lease and is signed by the party  against whom  enforcement  of the change,
modification,  waiver, release, discharge, or termination of effectuation of the
abandonment is sought.

          28.02.  Without limiting Section 28.01, the following provisions shall
also apply:

               (a) No  agreement to accept a surrender of all or any part of the
Demised  Premises  shall be valid unless in writing and signed by Landlord.  The
delivery of keys to an employee of Landlord or of its agent shall not operate as
a termination  of this Lease or a surrender of the Demised  Premises.  If Tenant
shall at any time request  Landlord to sublet the Demised  Premises for Tenant's
account,  Landlord  or its agent is  authorized  to  receive  said keys for such
purposes without  releasing Tenant from any of its obligations under this Lease,
and Tenant hereby releases Landlord from any liability for loss or damage to any
of Tenant's property in connection with such subletting.

               (b) The receipt by Landlord of rent with  knowledge  of breach of
any obligation of this Lease shall not be deemed a waiver of such breach.

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

                                       33
<PAGE>

                                   ARTICLE 29

                            CURING TENANT'S DEFAULTS

          29.01.  If Tenant shall default in the  performance of any of Tenant's
obligations  under this Lease,  Landlord,  without thereby waiving such default,
may (but shall not be obligated  to) perform the same for the account and at the
expense of Tenant,  without  notice,  in a case of  emergency,  and in any other
case,  only if such default  continues after the expiration of (i) five (5) days
from the date Landlord  gives Tenant notice of intention so to do, (ii) plus the
applicable grace period provided in Section 24.02 or elsewhere in this Lease for
cure of such.

          29.02.  Bills,  invoices  and  purchase  orders for any and all costs,
charges,  and  expenses  incurred  by  Landlord  in  connection  with  any  such
performance by it for the account of Tenant,  including reasonable counsel fees,
involved in  collecting or  endeavoring  to collect the fixed rent or additional
rent or any part  thereof,  or  enforcing or  endeavoring  to enforce any rights
against  Tenant,  under or in  connection  with this Lease,  or pursuant to law,
including any such cost, expense,  and disbursement  involved in instituting and
prosecuting summary  proceedings,  may be sent by Landlord to Tenant monthly, or
immediately,  at Landlord's option,  and, shall be due and payable in accordance
with the terms of such bills.

                                   ARTICLE 30

                                     BROKER

          30.01.  Tenant covenants,  warrants,  and represents that there was no
broker except CB Richard Ellis,  Inc.  ("Broker")  instrumental  in consummating
this Lease and that no  conversations  or negotiations  were had with any broker
except  Broker  concerning  the  renting  of the  Demised  Premises.  Tenant and
Landlord  agrees to hold the other  harmless  against any claims for a brokerage
commission  arising  out of  any  conversations  or  negotiations  had  by  such
indemnifying party with any broker except Broker.  Landlord agrees to pay Broker
pursuant to a separate agreement.

                                   ARTICLE 31

                                     NOTICES

          31.01. Any notice, statement, demand, or other communications required
or  permitted  to be  given,  rendered,  or made by either  party to the  other,
pursuant to this Lease or  pursuant  to any  applicable  law or  requirement  of
public  authority,  shall be in writing  (whether or not so stated  elsewhere in
this Lease) and shall be deemed to have been properly  given,  rendered or made,
if  sent by  registered  or  certified  mail,  return  receipt  requested,  or a
nationally  recognized overnight courier service addressed to the other party at
the address  hereinabove  set forth  (except that after the  Commencement  Date,
Tenant's address, unless Tenant shall give notice to the contrary,  shall be the
Building) and shall be deemed to have been given,  rendered, or made on the date
of receipt,  or if  applicable,  the date of rejection of receipt.  Either party
may, by notice as  aforesaid,  designate a different  address or  addresses  for
notices,  statements,  demands, or other communications  intended for it. In the
event of the  cessation of any mail delivery for any reason,  personal  delivery
shall be substituted for the aforedescribed method of serving notices.

                                       34
<PAGE>

                                   ARTICLE 32

                              ESTOPPEL CERTIFICATE

          32.01.  Tenant  agrees,  when  requested by  Landlord,  to execute and
deliver to Landlord a statement  certifying that this Lease is unmodified and in
full force and effect (or if there have been modifications,  that the same is in
full force and effect as modified and stating the modifications), certifying the
dates to which the fixed rent and  additional  rent have been paid,  whether any
dispute exists with respect thereto and stating whether or not, to Tenant's best
knowledge, Landlord is in default in performance of any of its obligations under
this Lease,  and, if so,  specifying  each such default of which Tenant may have
knowledge,  it being intended that any such statement  delivered pursuant hereto
may be relied upon by others.  Such  statement  shall be served upon Landlord by
Tenant  within  fifteen  (15) days of  Landlord's  request.  If Tenant  fails to
deliver  such   notice,   Landlord   shall  be  deemed   appointed  as  Tenant's
attorney-in-fact  to prepare and deliver  such-notice  on behalf of Tenant,  and
Tenant shall be deemed bound  thereby upon  Landlord's  furnishing a copy of the
notice to Tenant.

                                   ARTICLE 33

                                   ARBITRATION

          33.01.  The  parties  hereto  shall not be  deemed  to have  agreed to
determination  of any dispute  arising out of this Lease by  arbitration  unless
determination in such manner shall have been  specifically  provided for in this
Lease.

          33.02. The party desiring arbitration shall give notice to that effect
to the other party and shall in such notice  appoint a person as  arbitrator  on
its  behalf.  Within ten (10) days,  the other  party by notice to the  original
party shall appoint a second person as arbitrator on its behalf. The arbitrators
thus appointed shall appoint a third person, and such three arbitrators shall as
promptly as possible determine such matter, provided, however that:

               (a) If the second  arbitrator  shall not have been  appointed  as
aforesaid, the first arbitrator shall proceed to determine such matter; and

               (b) If the two  arbitrators  appointed  by the  parties  shall be
unable to agree,  within  ten (10) days  after  the  appointment  of the  second
arbitrator,  upon the appointment of a third arbitrator, they shall give written
notice to the parties of such  failure to agree,  and,  if the  parties  fail to
agree upon the selection of such third arbitrator within ten (10) days after the
arbitrators appointed by the parties give notice as aforesaid,  then within five
(5) days  thereafter  either of the  parties  upon notice to the other party may
request  such  appointment  by the  American  Arbitration  Association  (or  any
organization  successor  thereto),  or  in  it  absence,  refusal,  failure,  or
inability to act, may apply for a court appointment of such arbitrator.

          33.03.  Each arbitrator  shall be a fit and impartial person who shall
have had at least five years'  experience in a calling connected with the matter
of dispute.

          33.04. The arbitration  shall be conducted,  to the extent  consistent
with this Article,  in accordance with the then prevailing rules of the American

                                       35
<PAGE>

Arbitration Association (or any organization successor thereto). The arbitrators
shall render their decision and award,  upon the  concurrence of at least two of
their  number,  within  thirty  (30)  days  after the  appointment  of the third
arbitrator.  Such  decision and award shall be in writing and shall be final and
conclusive on the parties,  and counterpart copies thereof shall be delivered to
each of the parties. In rendering such decision and award, the arbitrators shall
not add to,  subtract  from, or otherwise  modify the  provisions of this Lease.
Judgment may be had on the decision and award of the  arbitrator(s)  so rendered
in any court of competent jurisdiction.

          33.05.  Each party  shall pay the fees and  expenses of the one of the
two  original  arbitrators  appointed  by or for  such  party  and the  fees and
expenses  of the third  arbitrator  and all other  expenses  of the  arbitration
(other than the fees and  disbursement of attorneys or witnesses for each party)
shall be borne by the parties equally.

          33.06. Intentionally omitted.

                                   ARTICLE 34

              NO OTHER REPRESENTATIONS, CONSTRUCTION, GOVERNING LAW

          34.01. Tenant expressly  acknowledges and agrees that Landlord has not
made and is not making,  and Tenant,  in executing and delivering this Lease, is
not relying  upon,  any  warranties,  representations,  promises or  statements,
except to the extent that the same are expressly set forth in this Lease.  It is
understood  and agreed that all  understandings  and  agreements  heretofore had
between the parties  are merged in the Lease,  which alone fully and  completely
express  their  agreements  and  that  the  same are  entered  into  after  full
investigation,  neither party relying upon any statement or  representation  not
embodied in the Lease made by the other.

          34.02.  If any of the  provisions  of this Lease,  or the  application
thereof to any person or  circumstances,  shall,  to any  extent,  be invalid or
unenforceable, the remainder of this Lease, or the application of such provision
or provisions to persons or  circumstances  other than those as to whom or which
it is held invalid or unenforceable,  shall not be affected  thereby,  and every
provision  of this Lease shall be valid and  enforceable  to the fullest  extent
permitted by law.

          34.03. This Lease shall be governed in all respects by the laws of the
State of New Jersey.


                                   ARTICLE 35

                                    SECURITY

          35.01.  Tenant shall deposit with Landlord the sum of $462,500.00 upon
the  execution  of  this  Lease.  Said  deposit  (sometimes  referred  to as the
"Security  Deposit")  shall be held by  Landlord as  security  for the  faithful
performance  by  Tenant  of all the  terms  of the  Lease by said  Tenant  to be
observed and performed. The Security Deposit shall not and may not be mortgaged,
assigned,  transferred,  or encumbered by Tenant, without the written consent of
Landlord,  and any such act on the part of  Tenant  shall be  without  force and

                                       36

<PAGE>

termination  of the Lease as to entitle  Tenant to the  recovery of the Security
Deposit. If Tenant complies with all of the terms, covenants,  and conditions of
the  Lease  and pays all of the fixed  and  additional  rent and all other  sums
payable by Tenant to Landlord as they fall due,  the Security  Deposit  shall be
promptly  returned  in full to Tenant  after the  expiration  of the term of the
Lease and Tenant's  satisfaction  of all its  obligations  accruing prior to the
Lease  expiration  date.  In the event of  bankruptcy  or other  creditor-debtor
proceedings  against Tenant, the Security Deposit and all other securities shall
be deemed to be applied  first to the payment of fixed and  additional  rent and
other  charges  due  Landlord  for  all  periods  prior  to the  filing  of such
proceedings.  In the event of sale by Landlord  of the  Building,  Landlord  may
deliver the then balance of the Security Deposit to the transferee of Landlord's
interest in the Demised Premises and Landlord shall thereupon be discharged from
any further  liability  with respect to the Security  Deposit and this provision
shall also apply to any subsequent transferees. No holder of a superior mortgage
to which the Lease is subordinate  shall be  responsible in connection  with the
Security  Deposit,  by way of credit or payment of any fixed or additional rent,
or  otherwise,  unless such  mortgagee  actually  shall have received the entire
Security Deposit.

          35.02. At Tenant's option, in lieu of a cash Security Deposit,  Tenant
may provide  Landlord with an  unconditional  irrevocable  letter of credit in a
form reasonably  satisfactory to Landlord and issued by a New York or New Jersey
Bank  reasonably  satisfactory  to  Landlord.  The terms  thereof  shall  permit
Landlord to draw thereupon, upon Landlord's certification and shall contain such
other terms and conditions as are satisfactory to Landlord. Such letter shall be
renewed  30 days  prior to its stated  expiration  and the  failure of Tenant to
provide a  renewal  letter of credit  shall  entitle  Landlord  to draw upon the
existing letter of credit within the 30 period prior to its expiration.


                                   ARTICLE 36

                                  PARTIES BOUND

          36.01.  The  obligation  of this  Lease  shall  bind and  benefit  the
successors  and assigns of the parties  with the same effect as if  mentioned in
each instance where a party is named or referred to, except that no violation of
the provisions of Article 8 shall operate to vest any rights in any successor or
assignee  of  Tenant  and that  the  provisions  of this  Article  shall  not be
construed as modifying the  conditions  of  limitation  contained in Article 24.
However,  except as provided in Article 39 hereof,  the  obligations of Landlord
under this Lease shall not be binding upon Landlord herein named with respect to
effect and shall not be binding upon Landlord. If any of the fixed or additional
rent herein  reserved  or any other sum  payable by Tenant to Landlord  shall be
overdue and  unpaid,  or if Landlord  makes  payment on behalf of Tenant,  or if
Tenant shall fail to perform any of the terms, covenants,  and conditions of the
Lease,  then  Landlord  may,  at its option and without  prejudice  to any other
remedy which  Landlord may have on account  thereof,  appropriate  and apply the
entire  Security  Deposit or so much thereof as may be  necessary to  compensate
Landlord  toward the payment of fixed or additional  rent and any loss or damage

                                       37

<PAGE>

sustained by Landlord due to such breach on the part of Tenant,  plus  expenses;
and Tenant  shall  forthwith  upon demand  restore the  Security  Deposit to the
original sum deposited.  The issuance of a warrant and/or the re-entering of the
Demised  Premises by  Landlord  for any default on the part of Tenant or for any
other  reason  prior to the  expiration  of the term shall not be deemed  such a
any period  subsequent  to the transfer of its interest in the Building as owner
or  lessee  thereof  and in  event  of  such  transfer  said  obligations  shall
thereafter be binding upon each  transferee  of the interest of Landlord  herein
named as such  owner or lessee of the  Building,  but only with  respect  to the
period ending with a subsequent transfer within the meaning of this Article.

          36.02. If Landlord shall be an individual,  joint venture,  tenancy in
common,   partnership,   unincorporated  association,  or  other  unincorporated
aggregate of individuals  and/or  entities or a  corporation,  Tenant shall look
only to such  Landlord's  estate and property in the Building (and the rents and
the proceeds  thereof) and, where expressly so provided in this Lease, to offset
against the rents payable under this Lease for the  collection of a judgment (or
other  judicial  process) which requires the payment of money by Landlord in the
event of any default by Landlord hereunder.  No other property or assets of such
Landlord shall be subject to levy, execution or other enforcement  procedure for
the  satisfaction of Tenant's  remedies under or with respect to this Lease, the
relationship  of Landlord  and Tenant  hereunder or Tenant's use or occupancy of
the Demised Premises.  Further,  Tenant agrees that Landlord shall not be liable
to Tenant for any special,  indirect,  or  consequential  damages arising out of
Landlord's breach of this Lease. Landlord agrees that Tenant shall not be liable
to Landlord for any special,  indirect or  consequential  damages arising out of
Tenant's breach of this Lease, however,  rents,  restoration charges,  interest,
late charges, fees, reimbursements,  damages incurred by Landlord as a result of
Tenant  holding over and other  damages  provided for in Article 26 shall not be
considered special, indirect or consequential damages.


                                   ARTICLE 37

                                    CONSENTS

          37.01.  Wherever  it is  specifically  provided  in this  Lease that a
party's consent is not to be unreasonably  withheld, a response to a request for
such  consent  shall also not be  unreasonably  delayed.  If either  Landlord or
Tenant considers that the other had unreasonably  withheld or delayed a consent,
it shall so notify the other party within ten (10) days after  receipt of notice
of denial of the requested consent or, in case notice of denial is not received,
within twenty (20) days after making its request for the consent.

          37.02. Intentionally omitted.


                                   ARTICLE 38

                     MORTGAGE FINANCING - TENANT COOPERATION

          38.01. In the event that Landlord  desires to seek mortgage  financing
secured by the Demised Premises, Tenant agrees to cooperate with Landlord in the
making of any  application(s)  by  Landlord  for such  financing  including  the
delivery to Landlord's mortgage broker or mortgagee, of such information as they
shall  require  with  respect to Tenant's  occupancy  of the  Demised  Premises,
including,  but not limited to the current  financial  statement of Tenant,  but
Tenant shall not be required to deliver such  information  directly to Landlord,
all of the above to be at no cost and  expense  of  Tenant.  In the  event  that
Landlord's  mortgagee shall request changes to the within Lease in order to make
same  acceptable  to  Landlord's  mortgagee,  Tenant  agrees to  consent to such
changes,  provided  such changes shall not affect the term of this Lease nor the
financial  obligations  of Tenant  hereunder,  nor  otherwise  adversely  affect

                                       38

<PAGE>

Tenant's  rights  hereunder.  The  request  by  such  mortgagee  for  notice  of
Landlord's  defaults  and  reasonable  opportunity  to cure  shall not be deemed
adverse.


                                   ARTICLE 39

                            ENVIRONMENTAL COMPLIANCE

          39.01.  Tenant shall,  at Tenant's sole cost and expense,  comply with
the New Jersey  Industrial  Site  Recovery Act and the  regulations  promulgated
thereunder  (referred to as "ISRA") as same relate to Tenant's  occupancy of the
Demised  Premises,  as well as all other state,  federal or local  environmental
law, ordinance, rule, or regulation either in existence as of the date hereof or
enacted  or  promulgated  after  the  date  of  this  Lease,  that  concern  the
management, control, discharge, treatment and/or removal of hazardous discharges
or otherwise  affecting or affected by Tenant's use and occupancy of the Demised
Premises.  Tenant  represents  that  Tenant's  SIC number does not subject it to
ISRA.  Tenant shall,  at Tenant's own expense,  and where  required by such law,
make all  submissions  to,  provide  all  information  to, and  comply  with all
requirements  of the Bureau of Industrial  Site Evaluation (the "Bureau") of the
New Jersey Department of Environmental  Protection ("NJDEP").  Should the Bureau
or any other division of NJDEP,  pursuant to any other  environmental law, rule,
or  regulation,  determine that a cleanup plan be prepared and that a cleanup be
undertaken because of any spills or discharge of hazardous  substances or wastes
at the  Demised  Premises  which  occur  during  the term of this Lease and were
caused by Tenant or its agents or  contractors,  then Tenant shall,  at Tenant's
own expense prepare and submit the required plans and financial assurances,  and
carry out the approved  plans.  In the event that Landlord  shall have to comply
with ISRA by reason of Landlord's  actions,  Tenant shall  promptly  provide all
information   requested  by  Landlord  for   preparation  of   non-applicability
affidavits or a Negative  Declaration  and shall  promptly sign such  affidavits
when requested by Landlord.  Tenant shall indemnify,  defend,  and save harmless
Landlord  from all fines,  suits,  procedures,  claims,  and actions of any kind
arising  out of or in any  way  connected  with  any  spills  or  discharges  of
hazardous  substances or wastes at the Demised  Premises  which occur during the
term of this Lease and were caused by Tenant or its agents or  contractors,  and
from all fines, suits,  procedures,  claims, and actions of any kind arising out
of Tenant's  failure to provide all  information,  make all submissions and take
all actions required by the Bureau or any other division of NJDEP where required
by law to do so. Tenant's obligations and liabilities under this Paragraph shall
continue so long as Landlord remains responsible for any spills or discharges of
hazardous  substances or wastes at the Demised  Premises  which occur during the
term of this  Lease and were  caused by  Tenant  or its  agents or  contractors.
Tenant's  failure to abide by the terms of this paragraph  shall be restrainable
by  injunction.  Tenant  shall  have no  responsibility  to  obtain a  "Negative
Declaration" or "Letter of Non-Applicability"  from the NJDEP if the sole reason
for obtaining same is in connection with a sale or other disposition of the real
estate by Landlord but Tenant  agrees to cooperate  with  Landlord in Landlord's
effort to  obtain  same and  shall  perform  at  Tenant's  expense  any clean up
required by reason of Tenant's use and occupancy of the Demised Premises.

          39.02.  Landlord represents and warrants to the best of its knowledge,
that the Building,  Demised  Premises and Land and their existing and prior uses
shall, as of the last Rent  Commencement  Date comply with, and Landlord has, to
the best of its  knowledge,  not been in violation of, and has not violated,  in
connection with the ownership, use and maintenance or operation of the Building,

                                       39

<PAGE>

Demised Premises or Land and the conduct of the business  related  thereto,  any
applicable federal,  state, country or local statutes,  laws, regulations rules,
ordinances,  codes, standards,  orders, licenses and permits of any governmental
authorities   relating,   without  limitation,   to  fire,  health,  safety  and
environmental  matters  (collectively,  "Laws"). In the event that the Building,
the Demised Premises and Land are not in compliance with any Laws as of the last
Rent Commencement Date (provided that such  noncompliance is not attributable to
any act or omission of the Tenant or any of the Tenant  Parties),  then Landlord
shall at its  expense  promptly  comply  with any such Law.  If  Landlord  shall
default in its  obligations  under this  Section  39.02,  Tenant may  proceed in
accordance with Section 26.04.

          39.03. Landlord shall indemnify, defend, and save harmless Tenant from
all fines, suits, procedures,  claims, and actions of any kind arising out of or
in any way connected  with any spills or  discharges of hazardous  substances or
wastes at the Demised  Premises  which  occurred  or were on the Land,  Building
and/or Demised  Premises prior to the term of this Lease,  or which occur during
the term of this Lease and were caused by Landlord or its agents or contractors,
and from all fines, suits,  procedures,  claims, and actions of any kind arising
out of Landlord's or Landlord's agents failure to provide all information,  make
all  submissions  and take all  actions  required  by the  Bureau  or any  other
division of NJDEP. This paragraph shall survive the termination of this Lease.

          39.04. As a condition precedent to entering into this Lease,  Landlord
represents  and  warrants to Tenant that (i) neither the Building or the Demised
Premises,  nor the Land have been used by Landlord to dump,  discard,  landfill,
deposit or dispose of any substance  material above, on or below ground which is
toxic or hazardous to human health,  which would  constitute  unlawful  disposal
and/or which would require clean up,  removal or special  disposal under current
federal  and/or  state  environmental  laws or  regulations;  nor to  Landlord's
knowledge has there been any such occurrence; (ii) to Landlord's knowledge there
are no  underground  tanks or toxic  hazardous  substances  used in or about the
Building,  Land or  Demised  Premises  including,  but  not  limited  to  PCB's,
asbestos, Urea Formaldehyde Foam Insulation or the like; and (iii) to Landlord's
knowledge,  the Building,  Demised  Premises and the Land are in full compliance
with  all  laws,  including  but  not  limited  to,  all  applicable  rules  and
regulations  related thereto.  Landlord shall indemnify and hold Tenant harmless
from  and  against  any  liabilities,   losses  and  costs,  including  Tenant's
reasonable attorney's fees, which Tenant may incur by reason of Landlord's beach
of the foregoing  warranties and  representations  and shall, at Landlord's sole
cost and expense,  immediately  remove any hazardous  substance from the Demised
Premises  which is not  attributable  to the acts or  omissions  of Tenant,  its
agents,  contractors,  invitees and employees.  The foregoing  provisions  shall
survive the termination, expiration or cancellation of this Lease.


                                   ARTICLE 40

                                  HOLDING OVER

          40.01.  Tenant  will have no right to remain in  possession  of all or
part of the Demised Premises after the expiration of the term. If Tenant remains
in possession of all or any part of the Demised Premises after the expiration of
the Lease,  without the express  consent of  Landlord:  (a) such tenancy will be
deemed to be a periodic tenancy from month-to-month  only; (b) such tenancy will
not  constitute a renewal or extension of this Lease for any further  term;  and
(c) such tenancy may be  terminated  by Landlord  upon the earlier of (i) thirty

                                       40

<PAGE>

(30) days prior written  notice,  or (ii) the earliest date permitted by law. In
such event,  monthly  rent will be  increased  to an amount equal to one hundred
fifty  percent  (150%) of the monthly rent payable  during the last month of the
term for the first month of  holdover,  and  thereafter  to two hundred  percent
(200%) of the monthly  rent  payable  during the last month of the term for each
subsequent  month of  holdover,  and any other sums due under this Lease will be
payable  in  the  amount  and  at  the  times  specified  in  this  Lease.  Such
month-to-month  tenancy  will be subject to every  other  term,  condition,  and
covenant  contained in this Lease.  The  provisions of this Section shall not be
construed to relieve  Tenant from  liability  to Landlord for damages  resulting
from any such  holding  over in excess of thirty (30) days (it being  understood
that Tenant shall have no liability for such damages accruing during the initial
thirty  days of  holdover),  or  preclude  Landlord  from  implementing  summary
dispossess proceedings.  Tenant further acknowledges that its failure to perform
any restoration  required of it under this Lease shall be deemed the same as its
remaining in  possession  of the Demised  Premises  after the  expiration of the
term, subjecting it to hold-over rent in accordance with this Section 40.02.

          40.02 Landlord and Tenant agree that the following  specific provision
shall apply in  connection  with any holdover  claim due solely to  restoration.
Upon request by Tenant, Landlord and Tenant agree that ninety (90) days prior to
the  Expiration  Date,  Landlord and Tenant shall  conduct a walk through of the
Demised Premises. At such walk through,  Landlord shall re-confirm to Tenant the
restoration  which it  required  pursuant  to the  terms of this  Lease.  Tenant
acknowledges  that certain of the  restoration  may in fact take a longer period
than ninety (90) days to perform but that such period shall have no significance
to the  terms  and  conditions  hereof.  Tenant  shall  then have any one of the
following three options:

               A. Perform the restoration by the Expiration Date;

               B. Pay to Landlord an amount  which  Landlord or M.  Alfieri Co.,
Inc. states in writing is the amount due for restoration, which payment shall be
made by the  Expiration  Date,  in which  event  Tenant  shall  have no  further
obligation for restoration and shall not be deemed a holdover, or

               C. Take no action. In the event Tenant takes no action,  Landlord
agrees that it shall perform the restoration within a reasonable commercial time
period after the  Expiration  Date.  Tenant shall pay holdover  rent to Landlord
from and after the  Expiration  Date until such time as Landlord  completes  the
restoration.   Tenant  shall  still  remain  liable  for  the  actual  costs  of
restoration.  This  Section  shall not in any way limit  Landlord's  rights with
respect to any other  holdover  event nor shall it be applicable if the Lease is
terminated early by reason of Tenant's default.

                                   ARTICLE 41

                      CERTAIN DEFINITIONS AND CONSTRUCTIONS

          41.01.  For the purpose of this Lease and all agreements  supplemental
to this Lease, unless the context otherwise requires,  the definitions set forth
in Exhibit F annexed hereto shall be utilized.

          41.02.  The various  terms which are  italicized  and defined in other
Articles of this Lease or are defined in Exhibits annexed hereto, shall have the

                                       41

<PAGE>

meanings  specified in such other Articles and such Exhibits for all purposes of
this Lease and all  agreements  supplemental  thereto,  unless the context shall
otherwise require.

          41.03.   The  submission  of  this  Lease  for  examination  does  not
constitute a reservation of, or option for, the Demised Premises, and this Lease
becomes  effective  as a Lease  only upon  execution  and  delivery  thereof  by
Landlord and Tenant.

          41.04.  The Article  headings in this Lease and the Index  prefixed to
this Lease are inserted only as a matter of convenience in reference and are not
to be given any effect whatsoever in construing this Lease.


                                   ARTICLE 42

                                 OPTION TO RENEW

          42.01.  Provided  that  Tenant is not then in  default  of the  terms,
covenants,  and provisions of this Lease,  Landlord  hereby grants to Tenant the
right to renew the term of this Lease for one (1) additional  period of five (5)
years (the "Renewal Period")  commencing on the day after the initial Expiration
Date upon the same terms and  conditions  as set forth in this Lease  other than
the fixed  annual  rental  which shall be the Fair Market  Rental of the Demised
Premises at the time of the  commencement  of the Renewal  Period,  adjusting as
necessary  for the lapse of time  between the date of Tenant's  notification  of
intent to exercise its option to renew and the date on which the Renewal  Period
is  scheduled  to  commence  but in no event  shall be less than the fixed  rent
during the initial  term.  Said fixed  annual  rental  shall be payable in equal
monthly  installments in advance on the first day of each and every month of the
Renewal Period. Tenant shall exercise the within Option by giving written notice
to Landlord not later than nine (9) months prior to the initial Expiration Date,
TIME BEING OF THE ESSENCE.  If Tenant fails to give such notice,  Tenant will be
deemed to have waived such  Renewal  Option and the  provisions  of this Section
shall be null and void.  Fair Market Value shall mean the rents  obtainable  for
comparable space in the Red Bank, New Jersey market area.

                                   ARTICLE 43

                                 SATELLITE DISH

          43.01 Permission is granted,  free of rental charge, for the Tenant to
install  one (1)  satellite  dish not to  exceed  two  one-half  (2 1/2) feet in
diameter  nor  protrude  above the  lowest  part of the roof line by more than 4
feet, including all cable, wiring,  conduits and related equipment necessary for
the  reception  (but  not the  transmission)  of radio  and  satellite-generated
television transmissions (collectively the "Antenna") at the Demised Premises on
the roof of the  Building,  at Tenant's  sole cost and  expense,  subject to the
following restrictions:

               (a) The  location  and  means of  securing  the  Antenna  must be
approved  by  Landlord  or its  designated  agent,  and such  location  shall be
selected with the goal of minimizing its visual impact.  Roof  penetration  will
not be accepted except if performed by Landlord or its designated  agent, all at
Tenant's sole cost and expense.  Tenant shall be  responsible  for any damage to

                                       42

<PAGE>

the Building roof or any surrounding property resulting from the installation or
operation of the Antenna,  including,  but not limited to, damage resulting from
wind, ice or any other causes.  The Antenna shall not damage the Building or the
system of  communication  devised by any other user  authorized  by  Landlord or
users at neighboring  properties.  If such damage or  interference  shall occur,
Tenant shall correct same promptly.

               (b) Prior to  installation,  Tenant must provide  Landlord with a
copy of all zoning or use approvals  which may be required,  including,  without
limitation, any Federal Communications Commission ("FCC") licenses or approvals.
Landlord agrees to reasonably  cooperate with Tenant in such regard, all without
cost to Landlord.

               (c) Tenant  agrees to  maintain  the Antenna in a proper and safe
operating  condition  and shall  procure  separate  liability  insurance  naming
Landlord as an additional insured.

               (d) Tenant  shall  comply  with  all  applicable  codes,  rules,
regulations  and  conditions  of the FCC,  Federal  Aviation  Agency,  and local
governmental  agencies,  and  shall  pay for all  legal,  engineering  and other
expenses incident thereto including all matters relating to hearings pursuant to
the Municipal Land Use Law.

               (e) Installation  of  the  Antenna  shall  be  performed  in  a
responsible and workmanlike manner by a recognized  professional  satellite dish
installer at Tenant's sole cost and expense, through or under the supervision of
Landlord. Prior thereto, Tenant shall provide complete structural details signed
and sealed by an appropriately  licensed engineer of the State of New Jersey, as
well as a sketch of the roof  showing the  proposed  location of the antenna and
all relevant  distances  and  heights.  Landlord's  supervision  fee and, if the
presence  or advice of  Landlord's  building  engineer is  required,  Landlord's
building engineer fee, shall be reimbursed to Landlord by Tenant for actual time
spent by Landlord's  architect and building engineer at prevailing rates.  Prior
to  installation,  Tenant  shall  provide  Landlord  with  a  copy  of  its  FCC
construction  permit,  license,  or evidence of  authority  to operate from this
location.  Landlord  shall have final  approval  with respect to, as well as the
right to  perform  at  Tenant's  cost and  expense,  all roof  penetrations  and
repairs.

               (f)  Installations or substitutes  shall meet all codes and shall
be made using  Teflon  wire (or by running  wires  through  approved  conduits),
rust-proof clamps,  non-rustable  hardware U-bolts,  or other similar devices of
the highest  quality  commonly found in the industry,  capable of the bearing of
the stress and strain of the installation without impairing use and occupancy of
the  Building  and  without  adverse  aesthetic  impact  upon any portion of the
Demised Premises.

               (g) Tenant shall be  responsible  for any costs  associated  with
furnishing electricity for the Antenna.

               (h) Tenant  shall not  sublet,  license or  otherwise  permit any
third party use of the Antenna.

               (i) Access to the Antenna for inspection,  servicing or any other
reason will only be allowed with prior permission and supervision by Landlord or
its agents and Tenant shall  reimburse  Landlord and/or its agents at prevailing
rates  (during  normal  business  hours) for time spent by  Landlord  and/or its
agents.
                                       43

<PAGE>

               (j)  Landlord  reserves  the right to require  the removal of the
Antenna at such time as the Landlord  may have made  provisions  for  acceptable
alternative arrangements,  subject to Tenant's consent as to what constitutes an
acceptable  alternative  arrangement,  which consent  shall not be  unreasonably
withheld. Landlord shall provide Tenant with prior notice of the amount of time,
if any,  satellite services would be interrupted and coordinate work with Tenant
to avoid interruption of Tenant's business.

               (k) Tenant  shall  remove the Antenna and restore the roof to its
original condition at the earlier of Tenant's cessation of use of the Antenna or
the  expiration  of the  term of this  Lease or any  renewal  term  thereof,  at
Tenant's  sole cost and  expense,  notwithstanding  any other  provision  of the

                                       44

<PAGE>

Lease. The Antenna shall, at all times, remain the property of Tenant and Tenant
shall  have the  right to  remove  it at any  time,  subject  to the  terms  and
conditions herein.

               (l) Tenant acknowledges that it has been advised by Landlord that
a new roof was  installed  at the  Building  which is  still  the  subject  of a
manufacturers/installers  warranty/guarantee.  Tenant must install, maintain and
remove  the   Antenna  in  such  a  manner  as  to  be   consistent   with  said
warranty/guarantee  and not perform or fail to perform any act which would void,
or cause to be voidable, Landlord's warranty/guarantee.

               (m) Tenant  shall be  responsible  for  implementing  appropriate
screening as required by Landlord.

               (n) Tenant agrees to indemnify, defend and hold Landlord harmless
from any claim  resulting  from property  damage or personal  injury  arising in
connection  with the  installation,  maintenance,  existence  or  removal of the
Antenna and shall carry insurance to cover such liability and property damages.

               IN WITNESS  WHEREOF,  Landlord and Tenant have duly executed this
Lease as of the day and year first above written.

WITNESS:                                  LANDLORD:
                                          SHAV ASSOCIATES
                                          a New Jersey Partnership


-------------------------------            /s/ Michael Alfieri
                                          --------------------------------
                                          By:    Michael Alfieri
                                          Title:   General Partner

ATTEST:                                   TENANT:
                                          GLOBESPAN, INC.
                                          a Delaware Corporation


-------------------------------            /s/ Bob McMullan
                                          --------------------------------
                                          By:  Bob McMullan
                                          Title:  CFO

                                       45


<PAGE>

                            ADDENDUM TO LEASE BETWEEN
                        SHAV ASSOCIATES, AS LANDLORD AND
                           GLOBESPAN, INC., AS TENANT
                                100 SCHULZ DRIVE
                              RED BANK, NEW JERSEY



Landlord  and Tenant  agree that this  Addendum  is hereby made a part of and is
attached to that certain Lease between Landlord and Tenant respecting 100 Schulz
Drive,  Red Bank, NJ. This Addendum shall be deemed dated as of the same date of
the Lease to which it is attached.

Landlord and Tenant agree that the Lease shall contain the following  additional
articles:


                                   ARTICLE 44

                           RIGHT OF FIRST NEGOTIATION

          44.01.  Provided  Tenant  is  not  in  default  of  this  Lease,  upon
reasonable written request of Tenant,  Landlord shall provide Tenant with a list
of existing leases setting forth termination  dates and option periods,  if any,
on any space in Tri-Park Corporate Park.  Landlord and Tenant agree to negotiate
towards  a fair  market  value  rental  as well as  acceptable  lease  terms and
conditions,  for any space which Tenant  notifies  Landlord it is  interested in
renting  and is  available  or will become  available,  subject to the rights of
other tenants in Tri-Park Corporate Park. For purposes of this Section, "rights"
of existing  tenants shall include an existing  tenant's right of first refusal,
an option to  expand,  an option to renew,  or a renewal  of an  existing  lease
whether or not pursuant to an option.  The foregoing  shall not obligate  either
Landlord  or Tenant to enter into a lease for any space  which is the subject of
negotiation by Landlord or Tenant  pursuant to the  foregoing,  and the Landlord
shall  be free  to  lease  such  space  to any  third  party  even  though  such
negotiations are ongoing.

                                   ARTICLE 45

                                   TAX APPEALS

          45.01 By way of  supplement to Article 5A, Tenant shall have the right
to file and prosecute a tax appeal  respecting the Demised  Premises  subject to
and in accordance with the terms and conditions set forth in this Article.


                                      45a
<PAGE>

          45.02 Not less than 60 days  prior to the  deadline  for  filing a tax
appeal,  Tenant  shall  notify  Landlord  that it intends to file a tax  appeal.
Within 30 days after  receipt of such  notice  Landlord  shall have the right to
notify Tenant that it will file the tax appeal,  but only if Landlord intends to
file a tax  appeal  regarding  200  Schulz  Drive  and/or the 230 Half Mile Road
buildings in Tri-Park  Corporate Park. By giving such notice,  Landlord shall be
obligated  to file the tax appeal for the Demised  Premises and 200 Schulz Drive
and/or 230 Half Mile Road. Such appeal and the  prosecution  thereof shall be at
Landlord's initial cost and expense; provided however, that if the appeal serves
to reduce the real estate taxes on the Demised  Premises,  then Tenant shall, at
the conclusion of the matter,  reimburse  Landlord for its prorata share (either
one half or one third - depending upon the number of properties appealed) of alt
costs and  expenses  incurred  by  Landlord  in the  prosecution  of the appeal,
including  filing fees,  court costs,  legal fees and the cost of appraisals and
expert  witnesses  but in no event shall such  reimbursement  exceed the savings
realized  by Tenant.  In the event the appeal  results  in an  increase  in real
estate taxes respecting the Demised Premises,  then Tenant shall be obligated to
pay such  increase.  Upon  request,  Landlord  agrees to notify Tenant as to the
status of the tax  appeal.  Notwithstanding  the  foregoing,  in no event  shall
Tenant be  permitted to file a tax appeal  respecting  the last 12 months of the
term of this Lease,  nor shall Tenant be permitted to enter into any  settlement
regarding  a tax appeal  which  will  affect the real  estate  taxes  beyond the
Expiration Date of this Lease.

          45.03 If Landlord  does not elect to file the tax appeal in accordance
with  Section  45.02,  then Tenant shall have the right to file and proceed with
the tax appeal at its sole cost and expense.  In the event the appeal results in
an increase in real estate taxes  respecting the Demised  Premises,  then Tenant
shall be obligated to pay such increase.  Upon request,  Tenant agrees to notify
Landlord as to the status of the tax appeal.

          IN WITNESS WHEREOF,  Landlord and Tenant have duly executed this Lease
as of the day and year first above written.

WITNESS:                                    LANDLORD
                                            SHAV ASSOCIATES
                                            a New Jersey Partnership

---------------------------------            /s/ Michael Alfieri
                                            ------------------------------------
                                            By: Michael Alfieri
                                            Title: General Partner

ATTEST:                                     TENANT:
                                            GLOBESPAN, INC.
                                            a Delaware Corporation


---------------------------------            /s/ Bob McMullan
                                            ------------------------------------
                                            By: Bob McMullan
                                            Title: CFO


                                      45b

<PAGE>

                                    EXHIBIT A
                               DESCRIPTION OF LAND
                                100 SCHULZ DRIVE

ALL that certain tract or parcel of land and premises,  situate, lying and being
in the Township of Middletown,  in the County of Monmonth,  State of New Jersey,
more particularly described herein.

BEING known and  designated as Lot 2 in Block 296, on a map entitled  "Final Map
for (the SHAV  Corporation  consisting of Lots 16, l6-D,  17, 18 and 19 in Block
296, Middletown Twp, Monmouth Co." dated June 2, 1980 and filed December 1, 1980
in the Monmouth County Clerk's Office as Case 170-6.

BEING more particularly described in accord with said filed map as follows:

BEGINNING at the point of intersection of the northerly line of the Garden State
Parkway  and the  westerly  line of Schulz  Drive as marked  by a  monument  and
running thence:

1.   North 52 degrees 20' 10" West for a distance of 185.59 feet to Garden State
     Parkway Monument #A-165; thence

2.   North 47 degrees 42' 50" West for a distance of 374.45 feet to Garden State
     Parkway Monument #A-167; thence

3.   North 34 degrees  29' 19" West for a distance  of 90.96 feet to a monument;
     thence

4.   North 2 degrees 51' 30" West for a distance of 258.85 feet; thence

5.   South 87 degrees 26' 27" East for a distance of 313.90 feet; thence

6.   South 7 degrees 42' 18" West for a distance of 34.64 feet; thence

7.   South 82  degrees  17' 42" East for a distance  of 265.00  feet to the said
     westerly line of Schulz Drive; thence

8.   South 7 degrees  42' 18" West for a distance  of 620.57 feet along the said
     westerly line of Schulz Drive to the place and point of Beginning.

Being now known as Lot 30, Block 1086,  as shown on the Tax Maps of the Township
of Middletown.

Subject to  easements,  restrictions  and  covenants of record and such state of
facts as an accurate survey may reveal.

LAND100S
02/20/01
<PAGE>





                                    EXHIBIT F

                                   DEFINITIONS


          (a) The term  "mortgage"  shall mean an indenture of mortgage and deed
of trust to a trustee  to secure  an issue of  bonds,  and the term  "mortgagee"
shall mean such a trustee.

          (b) The terms  "include,"  "including,"  and  "such as" shall  each be
construed as if followed by the phrase "without being limited to."

          (c)  References  to Landlord as having no liability to Tenant or being
without liability to Tenant,  shall mean the Tenant is not entitled to terminate
this Lease, or to claim actual or constructive eviction, partial or total, or to
receive any  abatement or diminution of rent, or to be relieved in any manner of
any of its other obligations hereunder, or to be compensated

          (d) The term laws and/or  requirements of public authorities and words
of like  import  shall mean laws and  ordinances  of any or all of the  Federal,
state,  city,  county, and borough  governments and rules,  regulations,  orders
and/or directives of any or all departments, subdivisions, bureaus, agencies, or
office  thereof,   or  of  any  other   governmental,   public,  or  quasipublic
authorities,  having  jurisdiction in the premises,  and/or the direction of any
public officer pursuant to law.

          (e) The term requirements of insurance bodies and words of like import
shall mean rules, regulations,  orders, and other requirements of the New Jersey
Board of Fire  Underwriters  and/or similar body  performing the same or similar
functions  and having  jurisdiction  or  cognizance  of the Building  and/or the
Demised Premises.

          (f) The term  repair  shall  be  deemed  to  include  restoration  and
replacement  as may be necessary to achieve  and/or  maintain good working order
and condition.

          (g)  Reference to  termination  of this Lease  includes  expiration or
earlier  termination  of the term of this  Lease or  cancellation  of this Lease
pursuant to any of the provisions of this Lease or to law. Upon a termination of
this Lease,  the term and estate  granted by this Lease shall end at noon of the
date of  termination  as if such date were the date of expiration of the term of
this Lease and neither  party shall have any further  obligation or liability to
the other after such  termination (i) except as shall be expressly  provided for
in this Lease,  or (ii) except for such obligation as by its nature or under the
circumstances  can only be, or by the provisions of this Lease, may be performed
after such termination and, in any event, unless expressly otherwise provided in
this Lease,  any  liability  for a payment  which shall have  accrued to or with
respect  to any  period  ending at the time of  termination  shall  survive  the
termination of this Lease.


                                       1F