<PAGE>

                                                                   EXHIBIT 10.17

                    O F F I C E  L E A S E  A G R E E M E N T

BY AND BETWEEN:      METROPLEX ASSOCIATES,
                     a New Jersey partnership,

                                       as "Landlord"

                                     -and-

                     HanoverTrade, INC.
                     a Maryland corporation,

                                       as "Tenant"

PREMISES:            Metroplex Corporate Center II
                     200 Metroplex Drive
                     Township of Edison
                     Middlesex County, New Jersey  08817

DATED:               August 3, 2005

PREPARED BY:         RICHARD C. STEWART, ESQ.

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                       Page
                                                       ----
<S>               <C>                                  <C>
ARTICLE   1       TERM

ARTICLE   2       FIXED RENT

ARTICLE   3       PROPORTIONATE SHARE

ARTICLE   4       INSURANCE

ARTICLE   5       COMMON AREAS AND PARKING

ARTICLE   6       REPAIRS

ARTICLE   7       COMPLIANCE WITH LAW

ARTICLE   8       ALTERATIONS AND IMPROVEMENTS

ARTICLE   9       CONSTRUCTION LIENS

ARTICLE  10       WASTE

ARTICLE  11       INSPECTION BY LANDLORD

ARTICLE  12       ASSIGNMENT AND SUBLETTING

ARTICLE  13       HOLD HARMLESS AND INDEMNIFICATION

ARTICLE  14       CASUALTY

ARTICLE  15       CONDEMNATION/EMINENT DOMAIN

ARTICLE  16       BANKRUPTCY/INSOLVENCY AND
                  DEFAULT OF TENANT

ARTICLE  17       SERVICES FURNISHED BY LANDLORD

ARTICLE  18       ADDITIONAL RENT

ARTICLE  19       ELECTRIC CHARGES

ARTICLE  20       NOTICES

ARTICLE  21       LESSER AMOUNT OF RENT

ARTICLE  22       QUIET ENJOYMENT

ARTICLE  23       ARBITRATION

ARTICLE  24       LIMITATION OF LANDLORD'S LIABILITY

ARTICLE  25       ESTOPPEL NOTICES

ARTICLE  26       REMEDIES

ARTICLE  27       BROKERAGE COMMISSION
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>               <C>
ARTICLE  28       UNAVOIDABLE DELAYS

ARTICLE  29       SUBORDINATION

ARTICLE  30       SIGNS

ARTICLE  31       NOTICES OF DEFAULT

ARTICLE  32       USE

ARTICLE  33       LANDLORD'S RIGHT TO MODIFY

ARTICLE  34       LATE CHARGES

ARTICLE  35       LANDLORD'S RULES AND REGULATIONS

ARTICLE  36       CONDITION OF PREMISES

ARTICLE  37       ENVIRONMENTAL LAWS

ARTICLE  38       INITIAL LEASEHOLD IMPROVEMENTS

ARTICLE  39       SECURITY DEPOSIT

ARTICLE  40       INTENTIONALLY DELETED

ARTICLE  41       HOLDING OVER

ARTICLE  42       AUTHORITY OF LEASE SIGNATORIES

ARTICLE  43       RIGHT OF FIRST NOTIFICATION

ARTICLE 44        MISCELLANEOUS

EXHIBIT  A        DIAGRAM OF PREMISES

EXHIBIT  B        BUILDING RULES AND REGULATIONS

EXHIBIT  C        HVAC PERFORMANCE STANDARDS

EXHIBIT  D        CLEANING MAINTENANCE SERVICES

EXHIBIT  E        HOLIDAY SCHEDULE

EXHIBIT  F        THE dbi PLAN
</TABLE>

                                       3
<PAGE>

                                 LEASE SUMMARY

Any reference in this Lease to the following subjects shall incorporate the data
below stated.

LANDLORD:                       METROPLEX ASSOCIATES,
                                 a New Jersey partnership

LANDLORD'S ADDRESS:             c/o Atlantic Realty Development Corporation
                                90 Woodbridge Center Drive
                                Woodbridge, New Jersey 07095

TENANT:                         HanoverTrade, Inc.,
                                a Maryland corporation

TENANT'S ADDRESS:               379 Thornall Street
                                Edison, New Jersey 08837

PREMISES:                       A portion of the 1st floor of the Building
                                known as Metroplex Corporate Center II

GROSS RENTABLE AREA
OF PREMISES:                    10,128 square feet, subject to final measurement

LEASE TERM:                     Five (5) "lease years" (as defined in Article 1)

OPTION TO RENEW:                One (1) five (5) year option to renew

ANNUAL BASE RENT:               See Article 2 - Fixed Rent

TENANT'S PROPORTIONATE SHARE:   8.05%, subject to adjustment as set forth in
                                Article 3

PERMITTED USE:                  General offices

BUILDING ADDRESS:               200 Metroplex Drive
                                Edison, New Jersey  08817

                                       4
<PAGE>

                             OFFICE LEASE AGREEMENT

            THIS AGREEMENT, made this 3 day of August, 2005 by and between:

            METROPLEX ASSOCIATES, a New Jersey partnership, with offices at c/o
            Atlantic Realty Development Corporation, 90 Woodbridge Center Drive,
            Woodbridge, New Jersey 07095 (hereinafter referred to as
            "Landlord"),

and

            HanoverTrade, INC., a Maryland corporation, with offices at 379
            Thornall Street, Edison, New Jersey 08837 (hereinafter referred to
            as "Tenant").

                              W I T N E S S E T H:

            THAT Landlord, for and in consideration of the rentals, covenants
and agreements hereinafter reserved, mentioned and contained on the part of
Tenant, its successors and assigns to be paid, kept and performed, has demised
and leased, and by these presents does demise and lease, unto Tenant, and Tenant
does hereby take and hire from Landlord upon and subject to the conditions
hereinafter set forth, the certain premises (the "Premises") constituting a
portion of the 1st floor of the building (the "Building") known as Metroplex
Corporate Center II, 200 Metroplex Drive, Edison, New Jersey 08817. The Building
contains 125,812 square feet of gross rentable area and is located on certain
land (the "Lot") designated as Lot 21 in Block 4A on the Tax Map of Edison, New
Jersey. The Premises have a gross rentable area of approximately 10,128 square
feet of floor area. In addition, Tenant and its agents, employees and invitees
shall have the right, in common with Landlord and other tenants of the Building,
and their respective agents, employees and invitees, to use the common areas and
facilities located at the Building and Lot as provided in Article 5 of this
Lease. A diagram of the Premises is annexed hereto as Exhibit A.

            The parties acknowledge that there are multiple methods of computing
rentable area and hereby agree for the purposes of this Lease that the square
footage of the Premises and the Building shall be as set forth hereinabove.
Notwithstanding anything to the contrary contained in this Lease, the recital
herein of the square footage of the Premises is for descriptive purposes only
and Tenant shall have no right to terminate this Lease or receive any adjustment
or rebate of any Fixed Rent or additional rent (as said terms are hereinafter
defined in Article 2) payable hereunder if said recital is incorrect. Tenant
agrees to pay the full Fixed Rent and additional rent set forth herein in
consideration for the use and occupancy of the Premises, regardless of the
actual number of square feet contained therein.

            TO HAVE AND TO HOLD the Premises unto Tenant, its successors and
assigns, for a term of five (5) lease years commencing on the Commencement Date
and expiring on the Expiration Date as provided in Article 1 hereof.

            IT IS FURTHER understood and agreed by and between the parties
hereto as follows:

                                       5
<PAGE>

                                A R T I C L E 1.

                                      TERM

            Section 1. The term hereof shall commence on the date (the
"Commencement Date"), which is the later of: (i) October 1, 2005, or (ii) the
date Landlord delivers possession of the Premises and a temporary or permanent
Certificate of Occupancy therefor (the "Certificate of Occupancy") to Tenant
with the "Work" (as hereinafter defined in Article 38), exclusive of so-called
"punch list" items, substantially completed. As used herein, the term
"substantially completed" shall mean that time when the only items of Work to be
completed are those which do not substantially interfere with Tenant's use and
occupancy of the Premises. Should Landlord be delayed in delivering possession
of the Premises or the Certificate of Occupancy to Tenant, or in substantially
completing the Work, by reason of (i) Tenant's failure to complete any work
which it may be performing, (ii) Tenant's failure to prepare and submit plans
required hereunder in a timely manner, (iii) changes in the Work requested by
Tenant, (iv) the unavailability of materials or improvements selected by Tenant,
or (v) any other act or omission of Tenant, the term of this Lease shall
nonetheless commence on the date which is the earlier of (i) the date when
Landlord substantially completes the Work and delivers possession of the
Premises and the Certificate of Occupancy to Tenant as herein provided, or (ii)
the date when Landlord would have substantially completed the Work and delivered
possession of the Premises and the Certificate of Occupancy to Tenant but for
the occurrence of any event of Tenant delay referred to above. The said term
shall expire at 6:00 p.m. on the date (the "Expiration Date") which shall be
five (5) lease years after the Commencement Date.

            Section 2. Tenant shall have, and is hereby granted, one (1) option
to renew and extend the term of the Lease from the date upon which it would
otherwise expire, for one (1) renewal term which shall be for a period of five
(5) years (the "Renewal Term"). The Renewal Term shall follow consecutively upon
the expiration of the initial term as hereinabove provided and such Renewal Term
shall, upon commencement thereof, be deemed included in references to "the term
of the Lease" and "the full term of the Lease". Tenant's said option with
respect to the Renewal Term shall be exercised by Tenant giving written notice
to Landlord of Tenant's exercise of same not later than nine (9) months prior to
the expiration date of the initial term. Time is of the essence with respect to
such notice, and failure of Tenant to give such notice within the aforesaid time
period shall constitute a binding and conclusive waiver of Tenant's option with
respect to such Renewal Term. The option to renew and extend the term of the
Lease as hereinabove provided shall not be deemed validly exercised unless
Tenant shall not be in default at the time of either the exercise of such
renewal option or the commencement of the Renewal Term. If Tenant elects to
exercise said renewal option, the full term of the Lease shall be automatically
extended for the Renewal Term without the need for the execution of an extension
or renewal lease. The Renewal Term shall be on all of the same terms and
conditions as are in effect hereunder immediately preceding the commencement
date of the Renewal Term, except that the Fixed Rent during the Renewal Term
shall be as provided in Section 2 of Article 2 hereinbelow. All provisions for
the payment of additional rent shall continue to apply without limitation.
Tenant shall have no further right or option to renew the term of the Lease
after the expiration of the Renewal Term.

            Section 3. The first "lease year" shall be the period commencing on
the Commencement Date and ending twelve (12) calendar months thereafter,
provided, however, that if the Commencement Date is not the first day of the
month, the first lease year shall commence on the Commencement Date and end
twelve (12) calendar months from the last day of the month in which the
Commencement Date occurs. Each succeeding twelve (12) calendar month period
thereafter shall be a lease year.

            Section 4. Within ten (10) days after either party's request
therefor, the other party shall execute and deliver to such party a written
confirmation of the Commencement Date and the Expiration Date of this Lease.

                                       6
<PAGE>

                                A R T I C L E 2.

                                   FIXED RENT

            Section 1. Tenant covenants to pay to Landlord for and during the
first and second lease years of the term hereof a minimum annual basic rental
(hereinafter referred to as the "Fixed Rent") in the aggregate amount of Three
Hundred Fifty-Five Thousand Four Hundred Ninety-Two and 80/100 ($355,492.80)
Dollars, at the rate of One Hundred Seventy-Seven Thousand Seven Hundred
Forty-Six and 40/100 ($177,746.40) Dollars per annum, Fourteen Thousand Eight
Hundred Twelve and 20/100 ($14,812.20) Dollars per month. Tenant covenants to
pay to Landlord for and during the third, fourth and fifth lease years of the
term hereof Fixed Rent in the aggregate amount of Five Hundred Forty-Eight
Thousand Four Hundred Thirty-One and 20/100 ($548,431.20) Dollars, at the rate
of One Hundred Eighty-Two Thousand Eight Hundred Ten and 40/100 ($182,810.40)
Dollars per annum, Fifteen Thousand Two Hundred Thirty-Four and 20/100
($15,234.20) Dollars per month.

            Section 2. If Tenant exercises its option to renew the term of this
Lease for the Renewal Term, Tenant covenants to pay to Landlord for and during
each lease year of the Renewal Term Fixed Rent in an amount equal to the "Fair
Market Rental Value" of the Premises for and during the Renewal Term determined
as provided in Section 3 of this Article 2.

            Section 3. Within ten (10) days after receipt by Landlord of
Tenant's notice exercising Tenant's option to renew the term of the Lease for
the Renewal Term, Landlord shall notify Tenant of Landlord's determination of
the Fair Market Rental Value of the Premises for the Renewal Term. Said Fair
Market Rental Value may be different for each lease year during said Renewal
Term. Within ten (10) days after receipt of Landlord's notice, time being of the
essence with respect thereto, Tenant shall advise Landlord that (a) it accepts
Landlord's determination of the Fair Market Rental Value of the Premises, or (b)
it rejects Landlord's determination of the Fair Market Rental Value of the
Premises. If Tenant fails to advise Landlord within said ten (10) day period,
Tenant shall be deemed to have accepted the Fair Market Rental Value determined
by Landlord. If Tenant rejects Landlord's determination of the Fair Market
Rental Value of the Premises, Tenant shall, at its cost and expense, engage the
services of an independent real estate appraiser, having an MAI designation,
with knowledge and experience of rental values of similar properties in the area
to perform an appraisal to determine the Fair Market Rental Value of the
Premises for the Renewal Term. Such appraiser shall render his or her appraisal
report to Landlord and Tenant not later than thirty (30) days after the date of
Tenant's notice to Landlord rejecting Landlord's determination of the Fair
Market Rental Value of the Premises. If such appraiser shall fail to render such
report within such thirty (30) day period (time being of the essence), Tenant's
rejection of Landlord's determination of the Fair Market Rental Value of the
Premises shall conclusively be deemed to have been waived and the rental for the
Renewal Term shall be as originally determined by Landlord. If the appraiser
shall render his or her report within such thirty (30) day period and the Fair
Market Rental Value so determined shall not be acceptable to Landlord, Landlord
shall have the right, at its cost and expense, to engage the services of an
appraiser, having similar qualifications as those set forth above, to determine
the Fair Market Rental Value of the Premises for the Renewal Term. In the event
that Landlord's appraiser shall determine a Fair Market Rental Value which shall
not differ by more than ten (10%) percent from the Fair Market Rental Value
determined by Tenant's appraiser, the Fair Market Rental Value of the Premises
shall be deemed to be the average of the Fair Market Rental Value determinations
made by Landlord's appraiser and Tenant's appraiser. If Landlord's appraiser
shall determine a Fair Market Rental Value which shall differ more than ten
(10%) percent from the Fair Market Rental Value determined by Tenant's
appraiser, then the two appraisers shall select a third appraiser, having
similar qualifications as those set forth above, and Landlord and Tenant shall
engage the services of such third appraiser to perform an appraisal to determine
the Fair Market Rental Value of the Premises, with Landlord and Tenant each to
pay one-half of the cost of such third appraiser. The appraiser for Landlord and
the appraiser for Tenant shall select such third appraiser within ten (10) days
after Landlord notifies Tenant that such third appraiser is required. Such third
appraiser shall be instructed to render an appraisal report to Landlord and
Tenant not later than thirty days (30) after the date of his or her engagement.
The Fair Market Rental Value of the Premises for the Renewal Term shall be the
Fair Market Rental Value determination of the appraiser selected by Landlord or
Tenant whose determination is closer to the determination of the third
appraiser. The Fair Market Rental Value

                                       7
<PAGE>

of the Premises, as agreed upon by the parties or as determined as hereinabove
provided, shall be final and binding upon both Landlord and Tenant.
Notwithstanding anything to the contrary herein, in no event, shall the Fixed
Rent for any lease year during the Renewal Term be less than the Fixed Rent for
the immediately preceding lease year.

            Section 4. Fixed Rent shall be payable in equal monthly
installments, as aforesaid, in advance on the first day of each and every
calendar month of the term hereof in lawful money of the United States of
America at the office of Landlord or at such other place as may hereafter be
designated by Landlord. Fixed Rent for a partial month shall be prorated. If the
Commencement Date shall be other than the first day of a calendar month, Tenant
shall pay, on the Commencement Date, the proportionate amount of Fixed Rent for
the balance of such month. One full monthly installment of Fixed Rent shall be
due and payable upon execution of this Lease by Tenant. Fixed Rent shall be paid
to Landlord without notice or demand and without deduction, set-off or other
charge therefrom or against the same.

            Section 5. All sums other than Fixed Rent payable by Tenant under
this Lease shall be deemed to be additional rent regardless of to whom such sums
may be payable. Landlord shall have the same rights and remedies against Tenant
with respect to the nonpayment of additional rent as it has with respect to the
nonpayment of Fixed Rent. The term "rent" in this Lease means Fixed Rent and
additional rent.

                                A R T I C L E 3.

                              PROPORTIONATE SHARE

                        Wherever this Lease shall require Tenant to pay "its
Proportionate Share" of any item of expenditure or of any sum, Tenant's
Proportionate Share shall be deemed to be 8.05% of the total amount of such item
or sum applicable to the Building or the Lot, which Proportionate Share reflects
the agreed upon ratio of the gross rentable area of the Premises to the total
gross rentable area of the Building as set forth herein. Tenant's Proportionate
Share shall be adjusted (i) from time to time if Landlord shall make additions
to or subtractions from the square footage of the floor area of the Building or
the Premises, and (ii) if Landlord shall construct additional buildings on the
Lot or (iii) as set forth in Article 33 hereof.

                                A R T I C L E 4.

                                   INSURANCE

            Section 1. Tenant at its own cost and expense, throughout the term
of this Lease, for its own benefit and for the benefit of Landlord as an
additional named insured thereunder, shall maintain (or reimburse Landlord for
maintaining, if such be the case) general public liability insurance against
claims for personal injury, death, or property damage occurring upon, in or
about the Premises, the Building, or in or about the adjoining streets,
sidewalks, parking areas and passageways, such insurance to afford protection to
the limit of not less than One Million ($1,000,000.00) Dollars in respect to
injury or death to a single person, and to the limit of not less than One
Million ($1,000,000.00) Dollars in respect to any one accident, and to the limit
of not less than One Million ($1,000,000.00) Dollars in respect to property
damage. Such policies shall name Landlord as an additional insured and shall be
primary and non-contributing with any other insurance carried by Landlord.

            Section 2. In addition to the insurance required to be carried by
Tenant pursuant to Section 1 of this Article 4, Tenant shall provide Landlord,
at its own cost and expense, and keep in force during the term of this Lease,
(i) fire and casualty insurance with broad form extended coverage, including,
but not limited to, coverage for vandalism and malicious mischief in the amount
of the full replacement cost, from time to time, of Tenant's trade fixtures,
equipment, inventory and other contents of the Premises, and (ii) Worker's
Compensation insurance in accordance with the requirements of the State of New
Jersey.

                                       8
<PAGE>

            Section 3. In the event that Tenant fails to provide any insurance
policy or coverage as required or provided for in this Article 4 and Landlord
elects to obtain same, Tenant shall immediately upon demand reimburse Landlord
for the cost thereof and shall thereafter pay to Landlord in equal monthly
installments in advance together with regularly accruing installments of Fixed
Rent, one-twelfth (1/12) of the estimated annual cost of the premium(s) for such
insurance coverage required to be paid by Tenant, which sums shall be payable by
Tenant to Landlord as additional rent. The monthly sums required to be paid by
Tenant to Landlord thereafter as provided in this Section 3, shall be employed
by Landlord as a fund to replace such insurance policies as same expire.

            Section 4. All policies of insurance obtained by Tenant with respect
to the Premises and its use and occupancy thereof and all policies of insurance
required by this Lease shall be written by reputable companies authorized to do
business in New Jersey and shall be acceptable to Landlord and to Landlord's
mortgagee. Such policies shall, if same are procured by Tenant, be delivered to
Landlord and endorsed "premium paid" by the company or agency issuing the same
or shall be accompanied by other evidence satisfactory to Landlord that the
premiums thereon have been paid not less than thirty (30) days prior to the
expiration of any then current policy. All policies obtained by Tenant shall
provide that none of same shall be cancelable unless Landlord shall have
received at least thirty (30) days prior written notice of such cancellation. It
is the intention of the parties that Landlord shall at all times during the term
of this Lease be in possession of paid up policies of insurance which are in
full force and effect.

            Section 5. Neither Landlord, its servants, agents or employees, nor
any mortgagee of the Premises shall be liable or responsible for, and Tenant
hereby releases Landlord, its servants, agents or employees and any such
mortgagee of the Premises from, all liability and responsibility to Tenant and
any person claiming by, through or under Tenant, by way of subrogation or
otherwise, for any injury, loss or damage to any person or property in or around
the Premises or to Tenant's business irrespective of the cause of such injury,
loss or damage, and Tenant shall require its insurers to include in all of
Tenant's insurance policies which could give rise to a right of subrogation
against Landlord, its servants, agents or employees, or any mortgagee of the
Premises a clause or endorsement whereby the insurer waives any rights of
subrogation against Landlord, its servants, agents or employees and any such
mortgagee of the Premises or permits the insured, prior to any loss, to agree
with a third party to waive any claim it may have against said third party
without invalidating the coverage under the insurance policy. If such waiver of
subrogation shall not be, or shall cease to be, obtainable without additional
charge or at all, the Tenant shall so notify Landlord promptly after learning
thereof. In such case, if the Landlord shall so elect and shall pay the
insurer's additional charge therefor, such waiver of subrogation shall be
included in the policy.

            Section 6. Landlord shall throughout the term of this Lease maintain
fire insurance policies with full extended coverage provisions with respect to
the Building, which insurance coverage shall be in such amounts as shall be
required by Landlord's first mortgagee.

                                A R T I C L E 5.

                            COMMON AREAS AND PARKING

            Section 1. Tenant shall have the nonexclusive right to use, in
common with Landlord and other tenants of the Building (subject to reasonable
rules from time to time made by Landlord), the common lobbies, entrances, exits,
restrooms, elevators of the Building and the parking areas, walkways, sidewalks
and driveways constructed on the Lot (the "Common Areas"). Attached hereto as
Exhibit B are the current Rules and Regulations applicable to the Premises and
the Building.

            Section 2. Landlord reserves the following rights in and to the
Common Areas, the Building and the Premises: (a) the right to install, use,
maintain, remove, repair, and replace pipes, ducts, conduits, wires and
appurtenant meters and equipment (hereinafter collectively "Pipes") serving any
part of the Building to be located above ceiling surfaces, below floor surfaces,
within walls, or in central core areas. Landlord reserves the right to relocate
any Pipes whether located within or outside of the Premises; (b) the right to
alter or relocate any of the

                                       9
<PAGE>

Common Areas and to make such changes in, alterations of or deletions from the
Common Areas as Landlord may determine to do, provided, that no such alteration,
relocation or change shall unreasonably interfere with Tenant's use of the
Premises; and (c) the right to use and grant easements on, over or under the Lot
and to dedicate for public use portions thereof without Tenant's consent,
provided that no such grant or dedication shall unreasonably interfere with
Tenant's use of the Premises.

            Section 3. Tenant shall also have the non-exclusive right to use in
common with Landlord and other tenants of the Building and their employees and
invitees, on a first come first serve basis, the parking area provided by
Landlord for the parking of passenger automobiles other than parking spaces
designated as "Handicapped Parking", "Loading Area" or as may be otherwise
reserved or allocated (the "Excluded Parking Areas"). Without limiting the
foregoing, a total of four (4) non-designated parking spaces for every 1,000
square feet of gross rentable area contained within the Premises (the "Parking
Ratio") shall be allocated for Tenant's use in the parking area. Landlord may
issue parking permits, install a gate system, and impose any other system as
Landlord deems necessary for the use of the parking area. Tenant agrees that it
and its employees and invitees shall not park their automobiles in any Excluded
Parking Areas, and shall comply with such rules and regulations for use of the
parking area as Landlord may from time to time prescribe. Tenant further agrees
that use of the parking area by Tenant, its employees, customers or invitees
shall not exceed the Parking Ratio. Landlord shall not be responsible for any
damage or theft of any vehicle in the parking area, and shall not be required to
keep parking spaces clear of unauthorized vehicles or to otherwise supervise the
use of the parking area. Landlord reserves the right to change any existing or
future parking area, roads or driveways, or increase or decrease the size
thereof and make any repairs or alterations it deems necessary to the parking
area, roads and driveways and to temporarily revoke or modify the parking rights
granted to Tenant hereunder.

                                A R T I C L E 6.

                                    REPAIRS

            Section 1. Tenant shall take good care of the Premises and fixtures
and appurtenances therein, and at its own cost and expense make all
non-structural repairs thereto as and when needed to preserve them in good
working order and condition, reasonable wear and tear and damage from the
elements and casualty excepted. Notwithstanding the foregoing, all damage or
injury to the Premises or to any other part of the Building or the Lot, or to
its fixtures or appurtenances, whether requiring structural or non-structural
repairs, caused by the negligence or improper conduct of Tenant, or its
employees, invitees, licensees or agents, shall be repaired promptly by Tenant
at its sole cost and expense or, at Landlord's election, may be repaired by
Landlord in which event Tenant shall, promptly upon demand, reimburse Landlord
for any costs and expenses incurred.

            Section 2. All alterations, changes, additions or improvements to
the Premises installed by Tenant (or by Landlord at Tenant's request) shall be
preserved in good working order and repair (and replaced as required) by Tenant
at its sole cost and expense.

            Section 3. All repairs and replacements and all other property
attached to the Premises or the Building by or on behalf of Tenant shall,
immediately upon the expiration or earlier termination of the term hereof, be
and become the property of Landlord without payment therefor by Landlord and
shall be surrendered to Landlord upon the expiration or earlier termination of
the term hereof. Upon the expiration or earlier termination of the term hereof,
Tenant shall surrender the Premises to Landlord in good order, condition and
repair, subject to reasonable wear and tear resulting from the Permitted Use.

                                       10
<PAGE>

                                A R T I C L E 7.

                              COMPLIANCE WITH LAW

            Section 1. Tenant covenants throughout the term of this Lease at
Tenant's sole cost and expense, promptly to comply with all laws and ordinances
and the orders, rules, regulations and requirements of all federal, state and
municipal governments and appropriate departments, commissions, boards and
offices thereof and the orders, rules and regulations of any Board of Fire
Underwriters or similar body or agency where the Premises are situated, or any
body, now or hereafter constituted, exercising similar functions, foreseen or
unforeseen, ordinary or extraordinary, relating to Tenant's use and occupancy of
the Premises.

            Section 2. Tenant will observe and comply with the requirements of
the carriers of any policy of insurance respecting the Premises and/or the
Building and the requirements of all policies of public liability, fire,
casualty and all other policies of insurance at any time in force with respect
to the Premises and/or the Building and the equipment and contents thereof.
Tenant shall not do, or permit anything to be done in the Premises, or bring or
keep anything therein, which shall, in any way, increase the cost of fire
insurance covering the Premises and/or the Building.

            Section 3. In the event that Tenant shall fail or neglect to comply
with the aforesaid laws, ordinances, rules, orders, regulations and
requirements, or any of them, or in case Tenant shall fail or neglect to make
any necessary repairs as and to the extent required of Tenant pursuant to this
Lease, then Landlord or its agents may, without any obligation so to do, enter
the Premises and make said repairs and comply with any and all of the said laws,
ordinances, rules, orders, regulations and requirements at the cost and expense
of Tenant, and in case of Tenant's failure to pay therefor, the said cost and
expense shall be added to the next month's rent, together with interest at 15%
per annum, (or the maximum amount permitted by law, whichever shall be less) and
shall be due and payable as such.

                                A R T I C L E 8.

                          ALTERATIONS AND IMPROVEMENTS

            Section 1. Tenant shall make no structural alterations, changes or
improvements, in, to or about the Premises, without the prior written consent of
Landlord which shall not be unreasonably withheld. Tenant may, at Tenant's
expense, without Landlord's consent but otherwise subject to the provisions of
this Article, make alterations, changes or improvements to the Premises which
are non-structural and which do not affect utility service or plumbing or
electrical lines. In making any alterations, changes or improvements, Tenant
shall, subject to Section 2 of this Article, use contractors or mechanics first
approved in writing by Landlord. If Landlord shall consent to any structural
alteration, change or improvement, working drawings for all work shall be
submitted to Landlord for approval before any such work is performed. Promptly
after completion of any alteration, change or improvement (structural or
non-structural), Tenant shall provide to Landlord "as built" plans showing all
work performed. Without limiting the foregoing, all alterations, changes and
improvements when completed shall be of such a character so that same shall not:
(i) adversely affect the value of the Premises; or (ii) reduce the size of the
Premises or the cubic content thereof; or (iii) change the character of the
Premises. No alteration, change, or improvement shall be undertaken until Tenant
shall have procured and paid for, so far as the same may be required from time
to time, all permits and authorizations of the various governmental agencies
having jurisdiction thereover, and Landlord agrees to join in the application
for such permits or authorizations whenever such action is necessary.

            Section 2. Landlord hereby reserves the right, itself, to make or to
cause to be made all alterations, changes or improvements required by Tenant, on
behalf of Tenant, and, with respect to all such alterations, changes or
improvements other than those which are part of the Work, Tenant shall pay
Landlord the actual cost thereof together with ten (10%) percent for overhead
and ten (10%) percent for profit. If Tenant is permitted to perform the work on
its own behalf Landlord shall be entitled to receive ten (10%) percent of the
cost thereof for general

                                       11
<PAGE>

supervision. All alterations, changes or improvements (other than Tenant's trade
fixtures) installed in the Premises shall be and become the property of Landlord
without payment therefor by Landlord, and shall be surrendered to Landlord upon
the expiration or sooner termination of the term of this Lease. Landlord shall
have the right, however, by notice to Tenant prior to the expiration of the term
hereof, to require Tenant to remove any or all of such alterations, changes and
improvements (except those which are part of the Work), in which event the same
shall be removed from the Premises by Tenant, at its expense, prior to the
expiration or sooner termination of the Lease, and Tenant shall restore the
Premises to the condition it was in prior to the installation of the said
alteration, change or improvement. Provided that Tenant shall not be in default
of any of its obligations hereunder, and that all prior defaults shall have been
fully cured at the termination of the term hereof, Tenant shall have the right
to remove its trade fixtures and personal property from the Premises; provided,
however, that Tenant shall, at its own cost and expense, repair any damage
caused by such removal and shall restore the Premises to the condition that it
was in prior to the installation of Tenant's said trade fixtures and personal
property.

            Section 3. Except as above specifically contemplated, Tenant shall
not in any manner make or suffer to be made any alterations, changes, additions
or improvements to or of the Premises or the Building.

                                A R T I C L E 9.

                               CONSTRUCTION LIENS

            Tenant shall not suffer or permit any liens, construction liens,
claims, notices of unpaid balance and right to file lien, or the like to be
filed against the Premises or the Building or any part thereof by reason of
work, labor, services, equipment or materials supplied or claimed to have been
supplied to or on behalf of Tenant or anyone holding the Premises or the
Building or any part thereof through Tenant. If any such liens, construction
liens, claims, notices of unpaid balance and right to file lien, or the like
shall at any time be filed against the Premises or the Building, Tenant shall
cause the same to be discharged of record within ten (10) days after being given
written notice of the filing of the same, or, Tenant may, in lieu of discharging
same within said ten (10) days, post an insurance company surety bond providing
for and securing due payment thereof and saving Landlord harmless and
indemnifying it with respect thereto. Tenant shall not have any right whatsoever
to subject the interests of Landlord in the Premises or the Building or in the
fee simple title thereto to any construction liens or other liens whatsoever and
nothing contained in this Lease shall be deemed to operate as an express or
implied consent to Tenant to subject the interests of Landlord to any such lien
or liens. All work performed by or on behalf of Tenant shall be performed solely
upon Tenant's credit.

                               A R T I C L E 10.

                                     WASTE

            Tenant covenants not to permit the Premises to fall into disrepair
or to do or suffer any waste or damage, disfigurement or injury to the Premises,
the Building or the Lot, or the fixtures and equipment thereof, or permit or
suffer any stationary overloading of the floors thereof.

                               A R T I C L E 11.

                             INSPECTION BY LANDLORD

            Section 1. Tenant agrees to permit Landlord and the authorized
representatives of Landlord to enter the Premises at all reasonable times for
the purpose of inspecting the same, for the purpose of performing cleaning
services and making electrical surveys, and if Landlord so elects, but without
any obligation so to do, for the purpose of making any necessary repairs to the
Premises or the Building and performing any work therein that may be necessary
to comply with

                                       12
<PAGE>

any laws, ordinances, rules, regulations or requirements of any public authority
or of the Board of Fire Underwriters or any similar body, or which Landlord may
deem necessary to prevent waste or deterioration in connection with the Premises
or the Building or for the purpose of performing any work required to be
performed in connection with any provision of this Lease. Nothing herein shall
imply any duty upon the part of Landlord to do any work which, under any
provision of this Lease, Tenant may be required to perform, and the performance
thereof by Landlord shall not constitute a waiver by Landlord of Tenant's
default in failing to perform the same. Landlord may, during the progress of any
work in the Premises or the Building, keep and store upon the Premises all
necessary materials, tools and equipment. Landlord shall not in any event be
liable for inconvenience, annoyance, disturbance, loss of business or other
damage to Tenant by reason of making repairs or the performance of any work in
the Premises or the Building, or on account of bringing materials, supplies and
equipment into or through the Premises during the course thereof, and the
obligations of Tenant under this Lease shall not thereby be affected in any
manner whatsoever.

            Section 2. Landlord is hereby given the right at any time during
usual business hours to enter the Premises and to exhibit the same for the
purposes of sale, lease or mortgage and during the final six (6) months of the
term Landlord shall be entitled to display on the Premises in such manner as not
unreasonably to interfere with Tenant's business the usual "For Sale" or "To
Let" signs and Tenant agrees that such signs may remain, unmolested, upon the
Premises.

                               A R T I C L E 12.

                           ASSIGNMENT AND SUBLETTING

            Section 1. Provided that this Lease shall be in good standing and
that Tenant shall not be in default of any of its obligations hereunder, Tenant
may, without Landlord's consent, assign this Lease to (a) any corporation or
entity resulting from a merger or consolidation of the Tenant entity, provided
that the total assets and net worth of such assignee, after such consolidation
or merger, shall be at least equal to that of Tenant immediately prior to such
consolidation or merger; or (b) to Tenant's parent company, or to any wholly
owned subsidiary of Tenant or Tenant's parent company; and provided further that
such successor shall execute an instrument in writing reasonably satisfactory to
Landlord's counsel fully assuming all of the obligations and liabilities imposed
upon Tenant hereunder and shall deliver the same to Landlord. No such assignment
shall operate to relieve Tenant from any liability hereunder.

            Section 2. Except as set forth in Section 1 above, Tenant shall not,
either voluntarily or involuntarily, directly or indirectly, by operation of law
or otherwise, assign, transfer, mortgage or otherwise encumber this Lease, or
sublet the whole or any part of the Premises, or permit the Premises or any part
thereof to be used or occupied by others, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld or delayed. The
giving of such consent by Landlord shall apply only to the specific transaction
thereby authorized, and shall not be construed to relieve Tenant from obtaining
Landlord's consent to any other or subsequent such assignment, transfer,
mortgage or other encumbrance, subletting, use or occupancy, or as modifying or
limiting Landlord's rights under this Article 12.

            Section 3. Notwithstanding the occurrence of any transaction
contemplated by Section 1 or 2 of this Article, Tenant shall, nevertheless,
remain primarily liable to perform all covenants and conditions of this Lease.
In addition, Tenant shall not be released or discharged from such liability by
reason of any modification, amendment or supplement of this Lease agreed to by
Landlord and any assignee or subtenant or by reason of Landlord's failure to
enforce any of its rights or remedies hereunder against any such assignee or
subtenant. At least ten (10) days prior to the effective date thereof, Tenant
shall furnish Landlord with a conformed copy of any such assignment or sublease,
together with an agreement in writing executed by any such assignee or subtenant
to assume the obligations imposed by this Lease upon the Tenant and to perform
the same in accordance with the terms hereof, and pursuant to which any
subtenant agrees that if this Lease shall be terminated by reason of Tenant's
default hereunder or otherwise, at Landlord's option, to be exercised by notice
to the subtenant, such sublease shall continue in full force and effect and the
subtenant will attorn to Landlord. If this Lease be assigned, or if the

                                       13
<PAGE>

Premises or any part thereof be sublet, used or occupied by anybody other than
Tenant, Landlord may collect Fixed Rent and additional rent from the assignee,
subtenant or occupant, and apply the net amount collected to the Fixed Rent
and/or additional rent reserved hereunder, but no such collection shall be
deemed a waiver of this covenant, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the further performance by
Tenant of the terms, covenants and conditions of this Lease on the part of the
Tenant to be performed. Any violation of any provision of this Lease, whether by
act or omission, by any assignee, subtenant or occupant, shall be deemed a
violation of such provision by Tenant, it being the intention and meaning of the
parties hereto that Tenant shall assume and be liable to Landlord for any and
all acts and omissions of any and all assignees, subtenants and/or other
occupants.

            Section 4. Notwithstanding, and without limiting, any other
provisions of this Article, in the event that Tenant shall request Landlord's
consent to an assignment of this Lease or a subletting of all or any portion of
the Premises, Landlord shall have the option, in lieu of granting or refusing
any such consent, to cancel and terminate this Lease, such option to cancel and
terminate to be exercised not later than sixty (60) days after Landlord receives
from Tenant a notice containing Tenant's request for Landlord's consent to an
assignment or subletting. Any such notice containing a request for consent shall
contain the following information: (1) the name and business address of the
proposed assignee or subtenant; (2) the consideration to be paid by the proposed
assignee or sublessee to Tenant for such assignment or subletting; (3) all other
business terms and conditions of the proposed assignment or subletting
transaction; and (4) such further and additional information as Landlord may
request. If Landlord shall exercise its said option to cancel and terminate this
Lease, Fixed Rent, additional rent and all other amounts payable by Tenant to
Landlord shall be adjusted as of the date any such assignee or sublessee enters
into a direct lease with Landlord, accepts possession of the Premises and
thereafter commences the payment of rent.

            Section 5. Without limiting the foregoing, in the event that this
Lease shall be assigned or all or any portion of the Premises shall be sublet,
then and in that event, one hundred (100%) percent of the net proceeds, avails
and profits of any such assignment and/or sublease shall be paid by Tenant and
shall constitute the sole and exclusive property of Landlord. In calculating the
net proceeds, avails and profits of any sublease of less than the entire
Premises hereof, the rentals payable pursuant hereto and the rentals payable
pursuant to any such sublease shall be equitably allocated to the portion of the
Premises so being sublet and the net proceeds, avails and profits shall be
determined accordingly. In connection with any assignment of this Lease, the
said net proceeds, avails and profits shall include any amounts paid to Tenant
as the purchase price or other consideration for the transfer of any of Tenant's
trade fixtures, equipment or inventory in excess of the then reasonable fair
market value thereof. Nothing herein shall be construed as relieving Tenant, in
the event of an assignment of this Lease or a subletting of all or a portion of
the Premises, of the primary liability to Landlord for the full and faithful
performance of the covenants and agreements contained in this Lease.

            Section 6. In the event Tenant requests Landlord to approve any
assignment of this Lease, or subletting (or other form of occupancy by a third
party) of the Premises, Tenant shall pay Landlord a reasonable fee to cover
Landlord's costs for the preparation and/or review of said assignment or
sublease, or documents ancillary thereto, credit checks, business checks and
other like items.

            Section 7. Notwithstanding anything to the contrary contained
herein, under no circumstances shall Tenant assign this Lease or sublet all or
any portion of the Premises to any then existing tenant of the Building, without
Landlord's prior written consent, which consent Landlord may withhold in its
sole discretion.

                               A R T I C L E 13.

                       HOLD HARMLESS AND INDEMNIFICATION

            Section 1. This Lease is made upon the express condition that Tenant
agrees to and shall keep, save and hold Landlord free and harmless from and
indemnify it against all liability, penalties, losses, damages, costs, expenses,
causes of action, claims and/or judgments

                                       14
<PAGE>

arising by reason of any injury in or about the Premises to any person or
persons, including without limitation, Tenant, its servants, agents and
employees, and damage in or about the Premises to any property of any kind
whatsoever, and to whomsoever belonging, including without limitation, damage to
property of Tenant, its servants, agents and employees, and other parties, which
such injury to persons or damage to property occurs as a result of or from any
cause or causes whatsoever, including, without limitation, damage from water
and/or steam leakage into or upon the Premises (or from the Premises), or its
appurtenances, or damage or injury occurring on or about the common areas,
sidewalks or parking areas adjacent thereto, during the term of this Lease or
any occupancy hereunder. Tenant hereby covenants and agrees to indemnify,
protect and save Landlord harmless from all liability, judgments, claims, loss,
costs and obligations on account of or arising out of any such injuries and
damages however occurring, except to the extent occasioned by Landlord's wilful
misconduct or gross negligence, provided always, however, that if and to the
extent that Tenant receives any proceeds from applicable policies of insurance
with respect to same, then the amount of such proceeds shall be credited against
any amounts payable by Landlord to Tenant hereunder.

            Section 2. Tenant, as a material part of the consideration to be
rendered to Landlord, hereby waives all claims against Landlord for damages to
goods, equipment, improvements, wares and merchandise in, upon or about the
Premises and for injuries to Tenant, its servants, agents, employees or third
persons in or about the Premises from any cause arising at any time, except to
the extent occasioned by Landlord's wilful misconduct or gross negligence,
provided always, however, that if and to the extent that Tenant receives any
proceeds from applicable policies of insurance with respect to same, then the
amount of such proceeds shall be credited against any amounts payable by
Landlord to Tenant hereunder.

            Section 3. Except as otherwise specifically set forth in this Lease,
each party shall bear the cost of its own counsel incurred in connection with
this Lease and Tenant's use and occupancy of the Premises.

                               A R T I C L E 14.

                                    CASUALTY

            Section 1. In case of any damage to the Building on the Lot by fire
or other casualty occurring during the term of this Lease or previous thereto,
which renders the Premises wholly untenantable so that the same cannot be
repaired within one hundred twenty (120) days from the happening of such damage,
then the term hereby created shall, at the option of Landlord, terminate from
the date of such damage. In the event Landlord elects to terminate the Lease for
any reason which is due to the inability to restore the same within the one
hundred twenty (120) day period, Landlord shall so notify Tenant within thirty
(30) days of the happening of the fire or casualty, and in such event Tenant
shall immediately surrender the Premises and shall pay rent only to the time of
such damage and Landlord may re-enter and repossess the Premises free and clear
of any rights of Tenant under this Lease. In the event Landlord can restore the
Premises within one hundred twenty (120) days, it shall so notify Tenant within
thirty (30) days after the happening of the fire or casualty and the Lease shall
remain in full force and effect during the period of Landlord's restoration,
except that rent shall abate while the repairs and restoration are being made,
but the rent shall recommence upon restoration of the Premises and delivery of
the same by Landlord to Tenant. Landlord agrees that it will undertake
reconstruction and restoration of the damaged Premises with due diligence and
reasonable speed and dispatch.

            Section 2. If the Building shall be damaged, but the damage is
repairable in Landlord's estimation, within one hundred twenty (120) days,
Landlord agrees to repair the same with reasonable promptness. In such event,
the rent accrued and accruing shall not abate, except for that portion of the
Premises that has been rendered untenantable and as to that portion the rent
shall abate based on equitable adjustments as reasonably determined by Landlord.
If any damage to the Building is not repairable in Landlord's estimation within
one hundred twenty (120) days, or if the cost to repair same shall exceed 15% of
the replacement of the Building, Landlord may at its option terminate this Lease
upon serving written notice of such election upon Tenant. Notwithstanding
anything in this Lease to the contrary, Landlord shall have the option

                                       15
<PAGE>

of terminating this Lease, and shall not be required to repair any damage caused
by any fire or other casualty, if said fire or other casualty occurs during the
last year of the term hereof.

            Section 3. In connection with Landlord's restoration as hereinafter
referred to, in determining what constitutes reasonable promptness consideration
shall be given to delays caused by acts of God, strikes, and other causes of
Force Majeure beyond the Landlord's control.

            Section 4. Tenant shall immediately notify Landlord in case of fire
or other damage to the Premises.

            Section 5. Notwithstanding anything contained in this Article 14, if
repairs are not completed within one hundred fifty (150) days of the date of
damage, subject to delays due to Force Majeure, Tenant shall have the right
prior to the completion of such work or Tenant's taking possession of the
Premises to terminate this Lease, in which event Landlord and Tenant shall
thereupon be released of liability one to the other (with the exception,
however, of any unpaid Fixed Rent and/or additional rent accrued through the
date of termination, which shall remain the responsibility of Tenant), and the
within Lease shall be deemed null and void.

            Section 6. Anything contained in the within Lease Agreement to the
contrary notwithstanding, it is understood and agreed by and between the parties
hereto that in no event shall Landlord be obligated to expend any funds in
connection with any repair or restoration work in excess of the proceeds of
insurance policy payments which are made available to Landlord by insurance
carriers and by any mortgagee of the Premises and the Building. Landlord's
obligations in connection with such repair and/or restoration work shall and are
hereby strictly limited to the replacement of the basic Building area as demised
by Landlord to Tenant as of the Commencement Date of the term hereof (including
the Work) and in no event shall Landlord be obligated to replace, repair or
restore any improvements to the Premises or alterations thereof installed
therein by or on behalf of Tenant nor shall Landlord be obligated in any event
whatsoever to replace, repair or restore Tenant's leasehold improvements,
personal property, furniture, fixtures, equipment or the like.

                               A R T I C L E 15.

                          CONDEMNATION/EMINENT DOMAIN

            Section 1. This Lease and the term hereof shall terminate: (1) if
the entire Premises shall be taken by condemnation or eminent domain; or (2) at
the option of Tenant (exercisable by notice given to Landlord within thirty (30)
days after the date after formal institution of the taking proceedings by the
filing of a Complaint or Declaration of Taking) if a material part of the
Premises shall be taken in any condemnation or eminent domain proceeding(s). A
taking of a "material part of the Premises", as such quoted words are used
herein, shall mean the condemnation or taking by eminent domain of so much of
the Premises, in excess of 15% of the area thereof, as shall materially and
adversely prevent Tenant from operating its business in the Premises for the
purposes for which the Premises were leased to Tenant or for the purposes for
which the Premises were being used at the date of such taking; or (3) at the
option of Landlord (exercisable by notice given to Tenant within three (3)
months after the date of taking), if more than 15% of the Lot or if more than
15% of the Building shall be taken by condemnation or eminent domain.

            Section 2. Any termination of this Lease Agreement pursuant to the
provisions of this Article shall be effective upon the date of transfer of
possession in connection with the taking proceedings, and, upon such
termination, Tenant shall be liable only for the payment of Fixed Rent,
additional rent, impositions and other charges herein, pro-rated to the date of
such termination, and Landlord shall refund any payment in excess thereof to
Tenant. Tenant may, if permitted by law, make any independent application by
separate proceedings apart from the proceeding in which Landlord shall be
prosecuting its claim, to any condemning authority, for any award which might be
independently payable to it in connection with Tenant's moving expenses,
business dislocation damages or for the taking of Tenant's leasehold
improvements, provided that no such application or any award rendered pursuant
thereto shall operate to diminish any award which would otherwise be payable to
Landlord. Tenant waives its right to

                                       16
<PAGE>

and agrees that it shall not (i) make any claim in or with respect to any
condemnation or eminent domain proceedings whatsoever or otherwise except as
hereinabove specifically provided, or (ii) make any claim against Landlord in
any other action for the value of the unexpired portion of this Lease or the
term hereof. Except as above specifically provided, the total amount of all
condemnation awards shall be the sole and exclusive property of the Landlord,
and Tenant shall not participate therein or in the negotiation thereof or have
any rights whatsoever with respect to the awards or the proceeds of any such
proceedings.

            Section 3. In the event that any part of the Premises is taken in
any condemnation or eminent domain proceedings and this Lease is not terminated
pursuant to Section 1 hereof, then this Lease shall remain in full force and
effect as to such remaining portion, except that from and after the effective
date of any such taking, Tenant shall be entitled to an equitable reduction in
the Fixed Rent required to be paid hereunder in accordance with the value of the
leasehold before and after any such condemnation, due regard being given to any
reduction in square foot area of the Premises caused by such taking, the
location of the areas which were taken in such proceedings, and the uses to
which the Premises might reasonably be put subsequent to the date of such
taking. If Landlord and Tenant do not agree on the amount of such reduced rent,
the same shall be determined by arbitration as herein provided. Subject to the
approval and consent of any then mortgagee of the Premises and the Building and
to the terms and conditions of any mortgage upon the Premises and the Building
and subject to the availability of the proceeds of any award for reconstruction
and restoration and the agreement of any mortgagee to make such proceeds
available, Landlord shall promptly reconstruct and restore the portion of the
Premises remaining after such taking to a complete architectural unit. Except as
set forth herein, any rebuilding or restoration by Landlord shall be strictly
limited to the basic building structure as initially demised hereunder. In no
event shall Landlord be obligated to expend any sums for such rebuilding or
restoration in excess of the amount of money actually paid to and received by
Landlord, net of all expenses, from any condemning authority and/or from any
mortgagee of the Premises and the Building to whom any such award may have been
paid by such condemning authority. The payment of any award by any condemning
authority to Landlord's mortgagee and the application of such payment on account
of Landlord's mortgage shall not be deemed to constitute receipt or constructive
receipt of payment by Landlord. All condemnation proceeds shall be subject to
the requirements of any mortgagee of the Premises and the Building that same be
applied in reduction of such mortgage balance (in which event Landlord shall not
be obligated to restore the Premises) and the remaining portion of any award, if
any, not so applied shall at all times be available to Landlord for construction
and restoration purposes and shall be the sole and exclusive property of
Landlord. The balance of any such proceeds shall, after completion of
restoration and reconstruction, be retained by Landlord. Monies paid "into
Court" shall not be deemed to constitute payment of such award to Landlord until
Landlord agrees to accept the same and until such monies are physically
delivered to Landlord by the condemning authority and by Landlord's mortgagee,
if any.

                               A R T I C L E 16.

                  BANKRUPTCY/INSOLVENCY AND DEFAULT OF TENANT

            Section 1. If during the term of this Lease, (a) Tenant shall make
an assignment for the benefit of creditors, or (b) a voluntary petition be filed
by Tenant under any law having for its purpose the adjudication of Tenant a
bankrupt, or the extension of time of payment, composition, adjustment,
modification, settlement or satisfaction of the liabilities of Tenant or the
reorganization or liquidation of Tenant, or (c) a receiver be appointed for the
property of Tenant by reason of the insolvency or alleged insolvency of Tenant,
or if (d) any department of the state or federal government or any officer
thereof or duly authorized Trustee or Receiver shall take possession of the
business or property of Tenant by reason of the insolvency or alleged insolvency
of Tenant, or if (e) an involuntary petition be filed against Tenant under any
law having for its purpose the adjudication of Tenant a bankrupt, or for the
liquidation of Tenant; and except with respect to items (a) and (b), supra, of
this Section 1, which shall be non-curable events of default, if Tenant shall
not within sixty (60) days thereafter, remove, have dismissed and/or cure any of
the foregoing, then Landlord may give Tenant notice of a default under this
Lease and if, within thirty (30) days after such notice, Tenant shall still have
not removed and/or cured any of the foregoing; or if (f) any
Debtor-in-Possession ("so-called"), Receiver or Trustee

                                       17
<PAGE>

pursuant to any bankruptcy or insolvency law whether Federal or State shall
attempt to assign this Lease to any party or attempt to sublet all or any part
of the Premises, then the occurrence of any such event shall be deemed a breach
of this Lease and this Lease shall, ipso facto, upon the happening of any of
said events and at the election of Landlord, be terminated and the same shall
expire as if the day of the happening of such event were the date herein
specifically fixed for the expiration of the term, and Tenant (or such
Debtor-in-Possession, Receiver or Trustee as the case may be) will then quit and
surrender the Premises to Landlord, but Tenant shall remain liable as
hereinafter provided. If any of the aforesaid events occur prior to the
Commencement Date hereof, this Lease shall be ipso facto terminated. Landlord
reserves the right to file a claim against any assignee, receiver or trustee of
or for the Premises for damages and for loss of rent, for the full term of the
Lease or otherwise, which Landlord may suffer, as a result of the foregoing.

            Section 2. If, during the term of this Lease, Tenant shall default
in performance of any of the covenants of this Lease (other than the covenants
for the payment of Fixed Rent and additional rent), or if any executions or
attachments shall be issued against Tenant or any of Tenant's property whereupon
the Premises shall be taken or occupied by someone other than Tenant, then in
any such event Landlord may give to Tenant notice of any default or of the
happening of any contingency in this Article referred to, and if at the
expiration of thirty (30) days after such notice the default or the contingency
upon which said notice was based shall continue to exist, or, in the event said
default or contingency cannot be cured within thirty days, if, at the expiration
of thirty days after such notice, Tenant has not commenced to cure said default
or contingency and shall not thereafter be diligently prosecuting said cure to
completion. Landlord, at its option, may terminate this Lease, and upon such
termination Tenant will quit and surrender the Premises to Landlord, but Tenant
shall nonetheless remain liable under the terms and conditions hereof as herein
provided.

            Section 3. If Tenant shall default in the payment of the Fixed Rent
and/or additional Rent, or any part of the same, and if such default shall
continue for ten (10) days without the need of any notice thereof from Landlord,
Landlord may immediately thereafter terminate this Lease and accelerate the
payment of all Fixed Rent, additional rent and other monetary charges reserved
hereunder so that all of same shall be immediately due and payable, but Tenant
shall nonetheless remain liable under the terms and conditions hereof as herein
provided.

            Section 4. Upon any termination of this Lease, Landlord or
Landlord's agents and/or servants may immediately or at any time thereafter
re-enter the Premises and remove all persons and all or any property therefrom
either by summary dispossess proceedings or by any suitable action or
proceedings at law and may repossess said Premises together with all additions,
alterations and improvements thereto, without such re-entry and repossession
working a forfeiture or waiver of the rents to be paid and the covenants to be
performed by Tenant during the full term hereof. In the event of termination of
this Lease by reason of the occurrence of any of the events described in this
Article, or in the event of the termination of this Lease by summary dispossess
proceedings or under provisions of law now or at any time hereafter in force by
reason of or based upon or arising out of a default under or breach of this
Lease on the part of Tenant, or upon Landlord's recovering possession of the
Premises in any circumstances whatsoever, whether with or without legal
proceedings, by reason of or based upon or arising out of a default under or
breach of this Lease on the part of Tenant, Landlord may, at its option, at any
time and from time to time re-let the Premises, or any part or parts thereof,
for the account of Tenant or otherwise, and receive and collect the rents
therefor, applying the same first to the payment of such expenses as Landlord
may have incurred in recovering possession of the Premises, including the legal
expenses and reasonable attorneys' fees, and expenses of putting the same into
good order or condition and preparing or altering the same for re-rental and all
other expenses, commissions and charges paid, assumed or incurred by Landlord in
re-letting the Premises or in connection with a termination of this Lease by
reason of Tenant's default and then to the payment of monthly Fixed Rent and
additional rent hereunder. Any such re-letting herein provided for may be, at
Landlord's option, for the remainder of the term of this Lease or for a longer
or shorter period and/or for a higher or lower rent and/or with the granting of
concessions. In any such case and whether or not the Premises, or any part
thereof be re-let, Tenant shall pay to Landlord the Fixed Rent, additional rent
and all other charges required to be paid by Tenant pursuant to this Lease up to
the time of such termination of this Lease, or of such recovery of

                                       18
<PAGE>

possession of the Premises by Landlord, as the case may be, together with such
expenses as Landlord may incur for attorneys' fees, brokerage fees and the cost
of putting the Premises in good order or for preparing same for re-rental, and
thereafter Tenant covenants and agrees, if required by Landlord, to pay to
Landlord until the expiration date of the term of this Lease, as herein
provided, as and for liquidated damages the equivalent of the amount of all the
Fixed Rent reserved herein, additional rent and all other charges required to be
paid by Tenant, less the net avails of re-letting, if any, and the same shall be
due and payable by Tenant to Landlord on the several rent days herein specified,
that is to say, upon each of such rent days, Tenant shall pay to Landlord the
amount of the deficiency then existing (any deficiency in Fixed Rent and
additional rent to be computed separately for each month). In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Landlord may incur in connection with re-letting, such as legal expenses,
attorneys' fees, brokerage, advertising, and for keeping the Premises in good
order or for preparing the same for re-letting. Nothing herein contained shall
imply or impose upon Landlord any duty to relet the Premises in order to
mitigate damages. Landlord shall not have any such duty to mitigate damages.
Landlord shall be entitled to retain any overage received as a result of its
re-letting of the Premises and Tenant shall have no rights therein or thereto.

            Section 5. No expiration or termination of the Lease term pursuant
to Sections 1, 2, 3 or 6 of this Article 16 or by operation of law, or otherwise
(except as expressly provided herein), and no repossession of the Premises or
any part thereof pursuant to Section 4 of this Article 16, or otherwise, shall
relieve Tenant of its liabilities and obligations hereunder, all of which shall
survive such expiration, termination or repossession.

            Section 6. Without limiting Landlord's rights and remedies under the
preceding Sections of this Article, if Tenant shall fail to make any payment, or
perform any act on its part to be made or performed, as in this Lease provided,
Landlord may (but shall not be obligated to do so), without waiving or releasing
Tenant from any obligation of Tenant contained in this Lease, make any such
payment or perform any such act on the part of Tenant to be made and performed,
as in this Lease provided, in such manner and to such extent as Landlord may
deem desirable, and in exercising any such rights Landlord may pay necessary and
incidental and reasonable costs and expenses, employ counsel and incur and pay
reasonable attorneys' fees. All sums so paid by Landlord and all necessary and
incidental costs and expenses incurred by Landlord in connection with the
performance of any such act by Landlord, together with interest computed thereon
at the rate which shall be two (2%) percent per annum in excess of the
prevailing interest rate charged by Chase Manhattan Bank, N.A. to its most
credit worthy customers ("Prime"), which interest rate is to be adjusted as
Prime fluctuates from time to time (or the maximum legal rate of interest then
prevailing, whichever shall be less), from the date of the making of such
expenditure by Landlord shall be deemed additional rent hereunder and, unless
otherwise expressly provided, shall be payable to Landlord upon demand or at the
option of Landlord, may be added to Fixed Rent or additional rent then due or
thereafter becoming due under this Lease, and Tenant covenants to pay any such
sum or sums, with interest as aforesaid, within five (5) days after demand, and
Landlord shall have, in addition to any other right or remedy, the same rights
and remedies in the event of nonpayment thereof by Tenant as in the case of
default by Tenant in the payment of Fixed Rent.

            Section 7. If this Lease shall terminate by reason of the occurrence
of any default of Tenant or any contingency mentioned in this Article, Landlord
shall at its option and election be entitled, notwithstanding any other
provision of this Lease, or any present or future law, to recover from Tenant or
Tenant's estate (in lieu of all claims against Tenant relating to unpaid Fixed
Rent or additional rent), as damages for loss of the bargain and not as a
penalty, a lump sum which at the time of such termination of this Lease equals
the then present worth of the Fixed Rent and all other charges payable by Tenant
hereunder that were unpaid or would have accrued for the balance of the term,
less the fair and reasonable rental value of the Premises for the balance of
such term, such lump sum being discounted to the date of termination at the rate
of six (6%) percent per annum, unless any statute or rule of law governing the
proceeding in which such damages are to be proved shall limit the amount of such
claim capable of being so proved, in which case Landlord shall be entitled to
prove as and for liquidated damages by reason of such breach and termination of
this Lease, the maximum amount which may be allowed by or under any such statute
or rule of law. If the Premises or any part thereof shall be re-let by the
Landlord for a period including the unexpired term of this Lease or any part
thereof,

                                       19
<PAGE>

before the presentation of proof of such liquidated damages to any court,
commission, or tribunal, the amount of rent reserved on such re-letting shall be
deemed to be the fair and reasonable rental value for the part or the whole of
the Premises so re-let during the term of the re-letting. Nothing herein
contained shall limit or prejudice Landlord's right to prove and obtain as
liquidated damages arising out of such breach or termination the maximum amount
to be allowed by or under any such statute or rule of law which may govern the
proceedings in which such damages are to be proved whether or not such amount be
greater, equal to, or less than the amount of the excess of the Fixed Rent over
the rental value referred to above.

            Section 8. No receipt of payment by Landlord from Tenant, after the
termination of this Lease, as herein provided, shall reinstate, continue or
extend the term or operate as a waiver of the right of Landlord to recover
possession of the Premises, it being agreed that, upon termination, any and all
payments collected shall be on account of Tenant's obligations hereunder.

            Section 9. Tenant hereby expressly waives the service of notice of
intention to re-enter as provided for in any statute, or the necessity to
institute legal proceedings to that end, and also waives any and all right or
redemption in case Tenant shall be dispossessed from the Premises or this Lease
shall be terminated. The terms "enter", "re-enter", "entry", or "re-entry", as
used in this Lease are not restricted to their technical legal meaning.

            Section 10. Notwithstanding anything to the contrary contained
herein, (i) a default by Tenant beyond any applicable cure period of any of the
terms and conditions set forth in this Lease, shall also constitute a default
under that certain lease between Landlord and Hanover Capital Partners, Ltd. for
other premises within the Building; and (ii) a default by Hanover Capital
Partners, Ltd. beyond any applicable cure period of any of the terms and
conditions set forth in its lease with Landlord for other premises within the
Building, shall also constitute a default under this Lease.

                                   ARTICLE 17.

                         SERVICES FURNISHED BY LANDLORD

            Section 1. As long as Tenant is not in default under any provision
of this Lease, Landlord shall furnish the following services to Tenant during
Normal Business Hours (as hereinafter defined):

            (a) Passenger elevator service;

            (b) Heat, ventilation and air conditioning, which heating and air
conditioning systems shall be provided by systems designed to produce in
accordance with the performance standards set forth on Exhibit C annexed hereto
and made a part hereof, (Tenant agrees to keep peripheral windows closed and at
all times to cooperate with Landlord and observe all regulations which Landlord
may prescribe for the proper functioning and protection of the heating,
ventilation and air conditioning system). For and during that portion of each
lease year between October 15 and May 15, Landlord shall provide heat to the
Premises as climatic conditions shall require, and for and during the portion of
each lease year between May 16 and October 14, Landlord shall provide air
conditioning to the Premises as climatic conditions shall require.
Notwithstanding anything contained in this Lease to the contrary, Landlord shall
not be obligated to provide air conditioning or any climate control system(s) of
any type to any area(s) within the Premises used as and for "computer room(s)"
or the like;

            (c) Water for ordinary drinking and lavatory purposes, but if Tenant
uses water for any other purposes or in unusual quantities, Landlord may install
a water meter at Tenant's expense and Tenant shall pay for water consumed, as
shown by said meter as additional rent as bills therefor are rendered;

            (d) Cleaning services with respect to the office area of the
Premises which cleaning services shall be as described and set forth on Exhibit
D annexed hereto and made a part hereof, on days of Normal Business Hours.
Tenant shall pay to Landlord the cost of removal of

                                       20
<PAGE>

any of Tenant's excess rubbish. Landlord shall not be required to clean or
exterminate any areas of the Premises which are used for the preparation or
dispensing of food or beverages or for storage, shipping or similar purposes.

            Section 2. For the purposes of this Lease, "Normal Business Hours"
shall mean the period between 8 A.M. and 6 P.M. on Monday through Friday, and
between 8 A.M. and 1 P.M. on Saturday, of each week, excluding legal holidays
and Building holidays and other days which may be designated holidays in labor
contracts with trades providing services to the Premises or as may be designated
as legal holidays in the State of New Jersey. Current Building holidays are set
forth on Exhibit E. Notwithstanding the foregoing, Tenant shall have access to
the Premises twenty four (24) hours a day, three hundred sixty five (365) days a
year. However, in the event that Tenant occupies the Premises at any time other
than during Normal Business Hours, Tenant shall pay to Landlord as additional
rent, within ten (10) days after demand for same, the sum of Sixty-Five and
00/100 ($65.00) Dollars per hour for each hour during which Tenant shall so
occupy the Premises, which sum shall be deemed to be the cost of providing
services to the Premises for such periods. The aforesaid hourly charge of $65.00
per hour shall be subject to an appropriate increase by Landlord in the amount
thereof, in the event that, and to the extent that there shall be an increase
from time to time in the cost of providing services to the Premises for such
periods. Except as herein otherwise provided, Landlord shall in no event be
required to supply central heating or air conditioning other than during Normal
Business Hours.

            Section 3. Landlord shall not be liable for full or partial stoppage
or interruption of the above services or utilities caused by any factors beyond
Landlord's reasonable control and Landlord shall not be liable for consequential
damages in any event. No such stoppage shall operate to constitute a
constructive eviction of Tenant.

                                   ARTICLE 18.

                                 ADDITIONAL RENT

                  Section 1 . It is expressly agreed that commencing on January
1, 2006 (the "Pass-through Rent Commencement Date"), Tenant shall pay, in
addition to the Fixed Rent, and as additional rent hereunder, in each calendar
year which occurs wholly or partially during the term hereof, its Proportionate
Share, of all "Operating Costs" and "taxes" (as said terms are hereinafter
defined) of the Building and the Lot which shall exceed those applicable to the
"Base Year". For the purposes of this Lease, the term "Base Year" shall mean the
calendar year 2005.

      Section 2. For the purposes of this Article 18, "Operating Costs" shall
mean the following expenses paid or incurred by Landlord in connection with the
Building and the Lot:

      A. Wages, salaries, fees and other compensation and payments and payroll
taxes and contributions to any social security, unemployment insurance, welfare,
pension or similar fund and payments for other fringe benefits required by law
or by union agreement (or, if the employees of any of them are non-union, then
payments for benefits comparable to those generally required by union agreement
in first class office buildings in the Middlesex County area which are
unionized) made to or on behalf of all employees of Landlord performing services
rendered in connection with the operation and maintenance of the Building and
the Lot, including, without limitation, elevator operators, elevator starters,
window cleaners, porters, janitors, maids, miscellaneous handymen, watchmen,
persons engaged in patrolling and protecting the Building and the Lot,
carpenters, engineers, firemen, mechanics, electricians, plumbers, persons
engaged in the operation and maintenance of the Building and Property, Building
superintendent and assistants, Building manager, and clerical and administrative
personnel.

      B. The uniforms of all employees, and the cleaning, pressing and repair
thereof.

      C. Cleaning costs for the Building and Lot, including the windows and
sidewalks, all snow and rubbish removal (including separate contracts therefor)
and the costs of all labor, supplies, equipment and materials incidental
thereto.

                                       21
<PAGE>

      D. Premiums and other charges incurred by Landlord with respect to all
insurance relating to the Building and the Lot and the operation and maintenance
thereof, including, without limitation: fire and extended coverage insurance,
including windstorm, flood, hail, explosion, riot, rioting attending a strike,
civil commotion, aircraft, vehicle and smoke insurance; public liability;
elevator; workmen's compensation; boiler and machinery; rent; use and occupancy;
health, accident and group life insurance of all employees; and casualty rent
insurance.

      E. The cost of electricity, heat, water and sewer and any and all other
utility services used in connection with the operation and maintenance of the
Building and the Lot (excluding electricity and other utility services, if any,
which are paid directly by tenants). For the purpose of this Section, "cost of
electricity" shall include the cost of electricity for common areas attributable
to Building operation [i.e. mechanical equipment operation, common area
electricity usage, exterior lighting and, in general, all other electric utility
usage mutually enjoyed by all tenants (based upon the electricity rate to be
adjusted for summer and winter as applicable, and inclusive of demand charge,
energy charge and energy adjustment charge in effect as of the Commencement
Date)] reduced by amounts due from tenants for special electrical usage in
conjunction with elapsed time recorded usage for overtime operation of the
Building mechanical systems actually paid to Landlord pursuant to Article 17
hereof, as said Article pertains to electrical usage only.

      F. Costs incurred for operation, service, maintenance, inspection, repair
and alteration of the Building, the Lot, and the heating, air-conditioning,
ventilating, plumbing, electrical and elevator systems of the Building
(including any separate contract therefor) and the costs of labor, materials,
supplies and equipment used in connection with all of the aforesaid items.

      G. Sales and excise taxes and the like upon any of the expenses enumerated
herein.

      H. Management fees of the managing agent for the Building, if any. If
there shall be no managing agent, or if the managing agent shall be a company
affiliated with Landlord, the management fees that would customarily be charged
for the management of the Building by an independent, first-class agent in the
Middlesex County area.

      I. The cost of replacements for tools and equipment used in the operation
and maintenance of the Building and the Lot.

      J. The cost of repainting or otherwise redecorating any part of the
Building other than premises demised to tenants in the Building.

      K. Decoration for the lobby and other public portions of the Building.

      L. The cost of telephone service, postage, office supplies, maintenance
and repair of office equipment and similar costs related to operation of the
Building Superintendent's office.

      M. The cost of licenses, permits and similar fees and charges related to
operation, repair and maintenance of the Building.

      N. Auditing fees necessarily incurred in connection with the maintenance
and operation of the Building, and accounting fees incurred in connection with
the preparation and certification of a real estate tax escalation and the
Operating Cost escalation statements pursuant to this Article 18.

      O. All costs incurred by Landlord to retrofit any portion or all of the
Building to comply with a change in existing legislation, whether Federal, State
or Municipal; repairs, replacements and improvements which are appropriate for
the continued operation of the Building as a first-class building.

      P. All expenses associated with the installation of any energy or cost
saving devices.

                                       22
<PAGE>

      Q. The pro rata share of all costs and expenses relating to the Real
Property (as hereinafter defined) and its maintenance, operation and repair of
any common facilities including, but not limited to, snow removal, landscaping
and similar services.

      R. Any and all other expenditures of Landlord in connection with the
operation, repair or maintenance of the Lot or the Building which are properly
expensed in accordance with sound accounting principles. If Landlord shall
purchase any item of capital equipment or make any capital expenditure as
described in subsections O and P above, or otherwise, then the costs for the
same shall be amortized on a straight-line basis over a useful life period (but
not more than ten (10) years), and Tenant shall reimburse Landlord for the
portion of such costs allocable to the applicable amortization period which
falls within the term hereof. At Landlord's option, such reimbursement shall be
paid by Tenant either (i) in a lump sum without interest within thirty (30) days
of its receipt of Landlord's invoice therefor, or (ii) in monthly installments,
as additional rent, at the same time and in the same manner as Fixed Rent, which
installments shall be paid together with interest on the outstanding amount at a
rate equal to ten (10%) percent per annum. If Landlord shall lease such item of
capital equipment, then the rentals or other operating costs paid pursuant to
such leasing shall be included in Operating Cost for each year in which they are
incurred. In the event the Building is less than 95% occupied during the Base
Year, Operating Costs for the Base Year shall be appropriately adjusted so that
Operating Costs shall reflect such Operating Costs as would have been incurred
if the Building were 95% occupied during said year. In addition to the
foregoing, Operating Costs for the Base Year shall also be adjusted to exclude
any extraordinary expense of a one-time nature incurred during the Base Year.

      Notwithstanding anything to the contrary contained herein, in the event
that any tenant of the Building is separately billed for any item of Operating
Costs, the amount billed to such tenant shall not be included in the term
Operating Costs and the gross rentable floor area of such tenants leased
premises shall be excluded for the purposes of determining Tenant's
Proportionate Share with respect thereto.

      Section 3. (a) Commencing on the Pass-through Rent Commencement Date,
Tenant shall also pay, as additional rent, its Proportionate Share of real
estate taxes, assessments, sewer rents, rates and charges, state and local
taxes, transit taxes or any other governmental charge, general, special,
ordinary or extraordinary (hereinafter collectively called "taxes") (but not
including income or franchise taxes or any other taxes imposed upon or measured
by the Landlord's income or profits, except if in substitution for real estate
taxes as hereinafter provided) which may now or hereafter be levied or assessed
against the Lot and upon the Building (collectively called the "Real Property")
attributable to any tax year which is in excess of the amount of taxes on the
Real Property attributable to the Base Year. The taxes for the Base Year shall
be the product of the tax rate in effect as of the Base Year times the
assessment for the calendar year in which the Building shall be fully assessed
as a completed building. The Landlord shall take the benefit of the provisions
of any statute or ordinance permitting any assessment to be paid over a period
of time, and Tenant shall be obligated to pay its Proportionate Share, of the
installments of any such assessment applicable to the term of this Lease or any
renewal hereof. Any amount due to the Landlord under the provisions hereof shall
be paid within ten (10) days after the Landlord shall have submitted a statement
to Tenant showing in detail the computation of the amount due to Landlord. The
amount of taxes for the Base Year, against which Tenant's liability for
additional rent in subsequent years is determined, shall be the amount thereof
finally determined to be legally payable by legal proceedings or otherwise. In
the event the amount of taxes for the Base Year has not been finally determined
by legal proceedings or otherwise at the time of payment of taxes for any
subsequent year, the actual amount of taxes paid by Landlord for the Base Year
shall be used in the statement provided by Landlord as the basis for Tenant's
liability hereunder with respect to such subsequent year. Upon final
determination of the amount of taxes for the Base Year by legal proceedings or
otherwise, Landlord shall deliver to Tenant a statement setting forth the amount
of taxes for the Base Year as finally determined and showing in reasonable
detail the computation of any adjustment due to Landlord by reason thereof. Any
payment due to Landlord by reason of such adjustment shall be paid as
hereinbefore provided.

            (b) If Landlord shall receive any tax refund or rebate in respect of
any tax year following the Base Year, Landlord may deduct from such tax refund
any reasonable expense incurred in obtaining such tax refund, and out of the
remaining balance of such tax refund,

                                       23
<PAGE>

Landlord shall credit against Tenant's obligations under this Section, Tenant's
Proportionate Share thereof provided that Tenant shall have paid the Landlord
all taxes due under this Lease for the tax year to which such refund or rebate
is allocable and for the tax year in which such refund or rebate shall have been
received.

            (c) If the tax year for real estate taxes shall be changed, then an
appropriate adjustment shall be made in the computation of the additional tax
due to Landlord or any amount due to Tenant. The computation shall be made in
accordance with sound accounting principles.

            (d) If the last year of the term of this Lease ends on any day other
than the last day of a tax year, any payment due to Landlord or to Tenant by
reason of any increase or decrease in taxes shall be pro-rated and Tenant shall
pay any amount due to Landlord within ten (10) days after being billed therefor,
and Landlord shall pay any amount due to Tenant. This covenant shall survive the
expiration or termination of this Lease.

            (e) If at any time during the term of this Lease the method or scope
of taxation prevailing at the commencement of the Lease term shall be altered,
modified or enlarged so as to cause the method of taxation to be changed, in
whole or in part, so that in substitution for, or as a supplement to, the real
estate taxes now assessed there is, a capital levy or other imposition based on
the value of the Building or Lot or the rents received therefrom, or some other
form of assessment, tax or imposition based in whole or in part on some other
valuation of the Real Property or any portion thereof, as if the Real Property
were the only property owned by the Landlord, then and in such event, such
substituted or supplemental tax, assessment or imposition shall be deemed
included in "taxes" for purposes of this Article 18.

            Section 4. Commencing on the Pass-through Rent Commencement Date and
continuing for and during each calendar year of the term of this Lease
Agreement, Tenant agrees to pay to Landlord, at Landlord's option and at the
same time as each monthly payment of Fixed Rent and in addition thereto, an
amount equal to one-twelfth (1/12) of Tenant's Proportionate Share of the
increase in the Operating Costs and taxes applicable to the current calendar
year based upon Landlords reasonable estimate of the amount by which such
calendar year shall be in excess of the Base Year. Said sum shall be held by
Landlord and shall be employed in connection with the payment of such Operating
Costs and taxes as same become due and payable. Tenant further agrees to make
such further payments in such amounts and at such times as Landlord may
reasonably require to account for any deficiency in the reserve funds held by
Landlord so as to enable Landlord to satisfy the increase in the Operating Costs
and taxes for the particular calendar year in full, which sums Tenant shall
furnish Landlord as additional rent hereunder. Notwithstanding the foregoing
provisions, if at any time Landlord incurs such costs at a higher rate Landlord
shall have the right to bill Tenant for its Proportionate Share of said excess
and to continue to collect same in advance on a monthly basis as above provided.
Within five (5) months after the end of each calendar year during the term
hereof, Landlord shall deliver to Tenant a statement (the "End of Year
Statement") setting forth the actual Operating Costs and taxes for such calendar
year. If Tenant has paid less than the actual amount due, Tenant shall pay the
difference to Landlord within thirty (30) days after Tenant's receipt of the End
of Year Statement. Any amount paid by Tenant which exceeds the amount due shall
be credited against the next succeeding estimated payments due hereunder, unless
the term hereof has then expired, in which event the excess amount shall be
refunded to Tenant at the time of delivery of the End of Year Statement. If the
Pass-through Rent Commencement Date is other than the first day of a calendar
year, or the Expiration Date is prior to the last day of a calendar year,
Tenant's obligations pursuant to this Section 4 shall be apportioned so that
Tenant shall only pay such portion of Operating Costs and taxes attributable to
the period of such calendar year occurring after the Pass-through Rent
Commencement Date or prior to the Expiration Date, as the case may be.

            Section 5. Without limiting any of Tenant's obligations pursuant to
this Article 18, Tenant shall have the right, at its cost and expense, to audit
the Operating Costs for the immediately preceding calendar year only, in order
to verify the accuracy of any expense which was charged to Tenant as additional
rent hereunder provided that:

            (a) Tenant shall notify Landlord of its election to audit the
Operating Costs and taxes within thirty (30) days following Tenant's receipt of
the End of Year Statement;

                                       24
<PAGE>

            (b) such audit shall be conducted only during the hours of 10 A.M.
to 4 P.M. on Monday through Friday on the 10th through the 25th day of the
month;

            (c) such audit shall be conducted at the office where Landlord
maintains Operating Costs expense records and only after Tenant gives Landlord
at least thirty (30) days' prior written notice;

            (d) Tenant shall deliver to Landlord a copy of the results of such
audit within ninety (90) days following Tenant's receipt of the End of Year
Statement;

            (e) no such audit shall be conducted if any other tenant has
conducted an audit for the time period Tenant intends to audit and Landlord
furnishes to Tenant a copy of the result of such audit;

            (f) such audit shall only be conducted by a certified public
accountant not compensated on a contingent fee basis;

            (g) no audit shall be conducted at any time that Tenant is in
default of any of the terms of this Lease;

            (h) no subtenant shall have any right to conduct an audit;

            (i) no assignee shall conduct an audit for any period during which
such assignee was not in possession of the Premises; and

            (j) Tenant shall keep the results of such audit strictly
confidential and shall not disclose the same to any other tenant of the
Building.

            In the event that Tenant's audit alleges that an error was made by
Landlord, Landlord shall have ninety (90) days following receipt of the results
of such audit to obtain an audit from an accountant of Landlord's choice, at
Landlord's cost and expense, or Landlord shall be deemed to have accepted the
results of Tenant's audit. In the event that Landlord's and Tenant's accountants
shall be unable to reconcile the results, both accountants shall mutually agree
upon a third accountant whose determination shall be conclusive. The cost of any
such third accountant shall be shared equally between Landlord and Tenant. If it
is determined that Tenant has paid less than the actual amount due, Tenant shall
pay the difference to Landlord within thirty (30) days after the date of such
determination. If it is determined that Tenant has paid any amount in excess of
the amount due, such excess amount shall be refunded to Tenant within thirty
(30)days after the date of such determination.

                                   ARTICLE 19.

                                ELECTRIC CHARGES

            Section 1. Tenant shall pay Landlord for its use of electric energy
in the Premises whether for the electric lighting fixtures provided to Tenant by
Landlord, Tenant's electric equipment, such as electric typewriters, calculators
and other small office machines, or otherwise. Tenant's total electrical demand
shall not exceed two (2) volt-amperes connected load per square foot (nor shall
any single electric office machine or any fixture requiring electric energy in
excess of 1800 volt-amperes including but not limited to large copying machines
and computers, be installed or operated in the Premises) without Landlord's
prior written consent, which consent Landlord covenants shall not be
unreasonably withheld; provided always, however, that the electrical system
installed in the Premises shall have sufficient capacity to accommodate same and
further provided that any additional costs attributable to such high energy use,
including any additional air conditioners required by such use, shall be paid
for by Tenant). The Tenant shall not install, maintain or operate in the
Premises electric lighting fixtures or electric equipment whose total per square
foot electrical demand exceeds the aforementioned limitation of two (2)
volt-amperes connected load per square foot without making a written request for
Landlord's prior consent thereto. If a separate meter is provided for

                                       25
<PAGE>

the Premises (which Landlord shall have the right to so provide), Tenant shall
apply for electric service directly from the utility company servicing the
Building and arrange for the direct billing of utility consumption to Tenant. If
Landlord shall install a submeter to measure electric energy consumption in the
Premises (which Landlord shall have the right to install), Tenant shall pay for
electric energy based on such submeter within ten (10) days after monthly (or
other) billing by Landlord. If gas service is required, Tenant shall make all
arrangements with the utility company for direct service and shall install all
lines and meters required therefor. Landlord shall have the right to approve the
proposed installation of such service.

            Section 2. In the event that during the term of the Lease there
shall be an increase in the rate schedule of the public utility for the supply
of electric energy to the Building not directly billed to Tenant by the utility
company, Tenant shall pay the resulting increase for electric energy consumed in
the Premises.

            Section 3. In the event that any tax is imposed upon Landlord with
respect to electric energy furnished to the Building by any federal, state,
county or municipal authority, Tenant shall pay to Landlord, on demand, Tenant's
Proportionate Share of such taxes so assessed against the Building.

            Section 4. Except as otherwise specifically provided in this Lease,
the Landlord shall have no responsibility for failure to supply the electric
energy when prevented from doing so by strikes, repairs, alterations or
improvements, or by reason of the failure of the public utility to furnish the
electric energy, or for any cause beyond the Landlord's reasonable control, or
by order or regulation of any federal, state, county or municipal authority.
Except as otherwise specifically provided in this Lease, the Landlord's
obligation to furnish electricity shall not be breached nor shall there be any
abatement in rent or any liability on the part of Landlord to Tenant for failure
to furnish electricity for the reasons herein set forth. In no event shall
Landlord be obligated to increase the existing electrical capacity of any
portion of the Building's system, nor to provide any additional wiring or
capacity to meet the Tenant's additional requirements.

            Section 5. Landlord shall not be liable in any way to Tenant for any
loss, damage or expense which the Tenant may sustain or incur if either the
quantity or character of electric service furnished to the Premises is changed
or is no longer available or suitable for Tenant's requirements.

            Section 6. The failure of Landlord to furnish any service hereunder
shall not be construed as a constructive eviction of Tenant and shall not excuse
Tenant from failing to perform any of its obligations hereunder and shall not
give Tenant any claim against Landlord for damages for failure to furnish such
service.

            Section 7. The Tenant covenants and agrees that at all times, its
use of electric energy shall never exceed the capacity of the existing feeders
to the Building or the risers of wiring installation. Any riser or risers to
supply the Tenant's electrical requirements upon written request of the Tenant
shall be installed by the Landlord at the sole cost and expense of the Tenant,
if, in the Landlord's sole judgment, the same are necessary and will not cause
or create a dangerous or hazardous condition or entail excess or unreasonable
alterations, repairs or expense or interfere with or disrupt other tenants or
occupants. In addition to the installation of such riser or risers, the Landlord
will also at the sole cost and expense of Tenant, install all other equipment
proper and necessary in connection therewith subject to the aforesaid terms and
conditions.

            Section 8. Tenant shall be responsible, at its cost and expense, for
replacing all light bulbs, fluorescent lamps, non-building standard lamps and
bulbs and all ballasts employed by Tenant in the Premises after the Commencement
Date.

            Section 9. If electric energy consumed in the Premises is not
separately metered, either by the utility company or by Landlord as aforesaid,
and billed to Tenant, Tenant shall pay Landlord for such electric energy the sum
of $12,660.00 per annum (i.e., $1.25 per square foot of gross rentable area of
the Premises) in equal monthly installments of $1,055.00 each on the first day
of each month during the term of this Lease commencing on the Commencement Date.

                                       26
<PAGE>

Such sum of $12,660.00 shall be subject to increase in accordance with increases
in electric charges payable by Landlord. In addition, either Landlord or Tenant
may, at any time, at its sole cost and expense, engage a electrical consultant,
approved by Landlord, to make a survey of the electric energy demand properly
qualified in the Premises and to determine the average monthly electric
consumption in the Premises. The findings of the said consultant as to the
average monthly electric consumption of the Tenant shall be deemed conclusive
and binding upon the parties. From and after said consultant has submitted its
report, Tenant shall pay to Landlord, as additional rent, on the first day of
each month during the balance of the term hereof (or until another such survey
is performed or a separate electric meter is installed for the Premises), in
advance, the amount set forth in the survey as the monthly electric consumption.
The Landlord is hereby granted the right from time to time, to inspect the
electric lighting fixtures and electric equipment in the Premises.

                                   ARTICLE 20.

                                     NOTICES

            All notices, demands and requests which may be or are required to be
given by either party to the other shall be in writing and shall be served by
personal service or by certified mail, return receipt requested or by overnight
courier which obtains delivery receipts (e.g. Federal Express). All notices,
demands and requests by Landlord to Tenant shall be sent to Tenant at the
Premises or at such other place as Tenant may from time to time designate in a
written notice to Landlord. Notices shall be deemed given and effective on the
earlier of the date of delivery and the date of attempted delivery. A notice
from the attorney for Landlord or Tenant shall be effective as if given by the
party represented by such attorney. All notices, demands, and requests by Tenant
to the Landlord shall be sent to Landlord at 90 Woodbridge Center Drive,
Woodbridge, New Jersey, with a copy to Lasser Hochman, L.L.C., 75 Eisenhower
Parkway, Roseland, New Jersey 07068, attention: Richard C. Stewart, Esq., or at
such other place or to such other parties as Landlord may from time to time
designate in a written notice to Tenant.

                                   ARTICLE 21.

                              LESSER AMOUNT OF RENT

            No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly Fixed Rent and additional rent herein stipulated shall be deemed to
be other than on account of the earliest Fixed Rent or additional rent, nor
shall any endorsement or statement on any check or any letter accompanying any
check or payment as rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or pursue any other remedy in this Lease or at law
provided.

                                   ARTICLE 22.

                                 QUIET ENJOYMENT

            Section 1. Landlord covenants and agrees that it has and will have
at the commencement of the term of this Lease full right and power to execute
and perform this Lease and to grant the estate demised herein. Tenant's rights
hereunder are and shall be subject to presently existing and future easements
for storm and sanitary sewers, drainage ditches, public utilities, mortgages,
liens of real estate taxes and all other matters of record. Tenant has accepted
its leasehold estate subject to the present and future liens of the foregoing
items.

            Section 2. Landlord covenants and warrants that subject to the
provisions of Section 1, supra, and to the items therein contemplated and
referred to, Tenant, upon paying the Fixed Rent, additional rent and all charges
herein provided for and observing and keeping the covenants, agreements and
conditions of this Lease on its part to be kept, shall lawfully and quietly
hold, occupy and enjoy the Premises during the term of this Lease, without
hindrance or

                                       27
<PAGE>

molestation of Landlord or of any person or persons claiming under Landlord, and
Landlord covenants and agrees that it will defend Tenant in such peaceful and
quiet use and possession of the Premises against the claims of all such persons.

                                   ARTICLE 23.

                                   ARBITRATION

            In any case where this Lease provides for the settlement of a
dispute by arbitration, the same shall be settled in Newark, New Jersey by
arbitration under the auspices of the American Arbitration Association. The
rules of the American Arbitration Association from time to time in effect shall
apply (to the extent appropriate). Any award shall be enforceable by proper
proceedings in any court having jurisdiction. The arbitrators, regardless how
appointed, may determine how the expenses of the arbitration, including
reasonable attorneys' fees, and disbursements of the successful party, shall be
borne as between Landlord and Tenant.

                                   ARTICLE 24.

                       LIMITATION OF LANDLORD'S LIABILITY

            Section 1. The term "Landlord" as used in this Lease, so far as
covenants and/or obligations on the part of Landlord are concerned, shall be
limited to mean and include only the owner or owners at the time in question of
the fee of the Premises and in the event of any transfer or transfers of the
title to such fee Landlord herein named (and in the case of any subsequent
transfers or conveyances, the then grantor) shall be automatically freed and
relieved from and after the date of such conveyance or transfer of all liability
for the performance of any covenants or obligations on the part of Landlord
contained in this Lease thereafter to be performed, provided that any funds in
the hands of such Landlord or the then grantor at the time of such transfer, in
which Tenant has an interest, shall be turned over to the grantee and any amount
then due and payable to Tenant by Landlord or the then grantor under any
provisions of this Lease, shall be paid to Tenant, it being intended hereby that
the covenants and obligations contained in this Lease on the part of Landlord
shall be binding on Landlord, its successors and assigns, only during and in
respect of their respective successive periods of ownership.

            Section 2. Anything contained in this Lease to the contrary
notwithstanding, Tenant agrees that it shall look solely to the estate and
property of Landlord in the Premises and the Building for the collection of any
judgment (or other judicial process) requiring the payment of money by Landlord
or requiring the performance by Landlord of any covenant or obligation of this
Lease in the event of any default or breach by Landlord with respect to any of
the terms, covenants or conditions of this Lease to be observed and/or performed
by Landlord (subject always, however, to the prior rights of any mortgagee of
the Premises and the Building), and no other assets of Landlord whatsoever shall
be subject to levy, execution or other procedures for the satisfaction of
Tenant's remedies.

            Section 3. Without in any manner limiting the generality of the
foregoing, it is specifically understood and agreed by and between the parties
hereto that no officer, director, stockholder or agent of any corporate entity
landlord shall have personal or individual liability pursuant hereto nor shall
any partner of a partnership landlord have any personal or individual liability
pursuant hereto nor shall the individual proprietor of any individual
proprietorship landlord have any personal or individual liability pursuant
hereto.

                                       28
<PAGE>

                                   ARTICLE 25.

                                ESTOPPEL NOTICES

            Tenant agrees at any time and from time to time upon not less than
ten (10) days' prior written request by Landlord to execute, acknowledge and
deliver to Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications
that the same is in full force and effect as modified and stating the
modifications), the Commencement Date of the term hereof and the dates to which
the Fixed Rent, additional rent and other charges have been paid in advance, if
any, it being intended that any such statement delivered pursuant to this
Article may be relied upon by any third party, including but not limited to any
prospective purchaser of Landlord's interests herein, the fee, or by any
mortgagee or assignee of any mortgage upon Landlord's interest in the Premises
and/or the Building.

                                   ARTICLE 26.

                                    REMEDIES

            The specified remedies to which Landlord and Tenant may resort under
the terms of this Lease are cumulative and are not intended to be exclusive of
any other remedies or means of redress to which Landlord or Tenant may be
lawfully entitled in case of any breach or threatened breach by Landlord or
Tenant of any provisions of this Lease. The failure of Landlord or Tenant to
insist in any one or more cases upon the strict performance of any of the
covenants of the Lease or to exercise any option herein contained shall not be
construed as a waiver or a relinquishment for the future of such covenant or
option. A receipt by Landlord of rent with knowledge of the breach of any
covenant hereof shall not be deemed a waiver of such breach, and no waiver of
such breach, and no waiver by Landlord or Tenant of any provision of this Lease
shall be deemed to have been made unless expressed in writing and signed by
Landlord or Tenant (as the case may be). In addition to the other remedies in
this Lease provided, Landlord or Tenant shall be entitled to the restraint by
injunction of the violation or attempted or threatened violation, of any of the
covenants, or provisions of this Lease.

                                   ARTICLE 27.

                              BROKERAGE COMMISSION

            Tenant warrants and represents that it has not dealt or negotiated
with any real estate broker or salesman in connection with this Lease except
Newmark Real Estate of New Jersey, L.L.C. ("Broker") or representatives thereof.
Tenant shall and hereby does indemnify and hold Landlord harmless from and
against any real estate commissions, fees, charges or the like, or claims
therefor, including any and all costs incurred in connection therewith, arising
out of the within transaction claimed by or payable to any party other than
Broker except to the extent any such claim or commission is based solely upon
Landlord's acts. Landlord shall pay any commission due Broker pursuant to a
separate agreement between Landlord and Broker.

                                   ARTICLE 28.

                               UNAVOIDABLE DELAYS

            In the event that either Landlord or Tenant shall be delayed or
prevented from performing any of its obligations pursuant to the provisions of
this Lease due to governmental action, or lack thereof, or due to shortages of
or unavailability of materials and/or supplies, labor disputes, strikes, slow
downs, job actions, picketing, secondary boycotts, fire or other casualty,
delays in transportation, acts of God, failure to comply or inability to comply
with any orders or request of any governmental agencies or authorities, acts of
declared or undeclared war, public disorder, riot or civil commotion, or due to
any other cause beyond the reasonable control of Landlord or Tenant, as the case
may be (collectively "Force Majeure"), such party shall in any or

                                       29
<PAGE>

all such events be excused from its obligation to perform and comply with such
provisions of this Lease for a period of time commensurate with any delay so
caused, without any liability to the other therefor whatsoever, and all time
periods provided for herein for performance of any such obligations shall be
extended for a period of time commensurate with any such delay. Notwithstanding
the foregoing, the provisions of this Article shall not apply to, and shall
permit any delay in (i) the payment of any installment of Fixed Rent or
additional rent and (ii) the exercise by Tenant of any option contained in this
Lease.

                                   ARTICLE 29.

                                  SUBORDINATION

            Section 1. Tenant covenants that its rights under this Lease are now
and will be subordinate to the operation and effect of any mortgage(s) or ground
lease(s) now existing or hereafter placed upon the Premises, the Building and/or
the Lot or any part or portion thereof without any further written document from
Tenant; provided, however, Tenant agrees to execute any instrument required by
Landlord to effectuate the provisions hereof and hereby constitutes Landlord as
Tenant's Attorney-in-Fact to execute any such instrument in the name of Tenant.
In the event that any mortgagee of the Premises and/or the Building shall
succeed to the interests of the Landlord under the within Lease, it is
understood and agreed that said mortgagee shall not in any event be or become
liable for any act or omission of any prior landlord (including the Landlord);
or be subject to any offsets or defenses which Tenant might have against any
prior landlord (including the Landlord); or be bound by any rent or additional
rent which Tenant might have paid for more than the current month to any prior
landlord (including the Landlord); or be bound by any amendment or modification
of the within Lease made without its consent; or be bound to return any security
deposit under the within Lease unless the same shall actually come into
possession of said mortgagee.

            Section 2. Tenant agrees to comply with such reasonable conditions
and requirements for modifications hereof made by any existing, future or
prospective bona fide institutional mortgagee of the Premises and/or the
Building, which conditions and requirements shall not materially and adversely
affect the basic business terms hereof, and Tenant further agrees to execute
such further documents and modifications of the terms hereof as may be
reasonably requested by such institutional mortgage lender.

            Section 3. Tenant shall, upon the request of Landlord or Landlord's
mortgagee, at any time during the term hereof, furnish to Landlord or to any
such mortgagee, the most recent financial statements of Tenant duly certified by
a certified public accountant.

            Section 4. Tenant further agrees that neither the cancellation nor
the termination of any ground or underlying lease, nor the foreclosure of any
mortgage affecting the fee title of the Premises, the Building and/or the Lot,
nor any foreclosure of a leasehold mortgage, nor any proceedings brought by the
holder of any such mortgage to recover possession of the Premises or the
Building shall, by operation of law or otherwise, result in the cancellation or
termination of this Lease or the obligations of Tenant hereunder, and Tenant
covenants and agrees to attorn to any successor to Landlord's interest in this
Lease and/or in the Premises and/or the Building or to the holder of any such
mortgage or ground or underlying lease or to the purchaser of the Premises
and/or the Building (or Landlord's interests therein) at any foreclosure sale,
provided that in any such case this Lease and Tenant's interest shall not be
disturbed and shall be recognized by any successor to Landlord's interests
hereunder or by any such mortgagee or purchaser for the period(s) in which this
Lease remains in good standing.

            Section 5. If any act or omission of Landlord would give Tenant the
right, immediately or after lapse of a period of time, to cancel or terminate
this Lease, or to claim a partial or total eviction, Tenant shall not exercise
such right (a) until it has given written notice of such act or omission to
Landlord and each mortgagee of the Premises whose name and address shall
previously have been furnished to Tenant, and (b) until a reasonable period for
remedying such act or omission shall have elapsed following the giving of such
notice and following the time when such mortgagee of the Premises shall have
become entitled under such mortgage to remedy the same (which reasonable period
shall in no event be less than the period to which

                                       30
<PAGE>

Landlord would be entitled under this Lease or otherwise, after similar notice,
to effect such remedy), provided such mortgagee of the Premises shall with due
diligence give Tenant notice of intention to, and commence and continue to,
remedy such act or omission.

                                   ARTICLE 30.

                                      SIGNS

            Tenant shall only be permitted to install signage at the Premises in
accordance with standards established by Landlord for the Building, at such
designated locations as Landlord shall direct and in accordance with all
governmental laws, orders, rules and regulations. Tenant shall not have the
right to put any identifying signs on the exterior of the Building or roof of
the Building. Subject to the foregoing Tenant shall, at Tenant's cost and
expense, be identified on any building directory sign maintained by Landlord for
all the tenants of the Building, and may identify itself, at its cost and
expense, by name only, on the entrance door of the Premises leading to the
interior Common Areas. Said name shall be of such shape, size and design as
shall be approved by Landlord. Without limiting the foregoing, Tenant shall be
solely responsible, at its cost and expense, for obtaining any and all
governmental permits and approvals required for the installation of any and all
signs installed by Tenant. Tenant shall, at its cost and expense, remove all
signs at the expiration or earlier termination of the Lease and Tenant shall, at
its cost and expense, repair all damage caused by such removal.

                                   ARTICLE 31.

                               NOTICES OF DEFAULT

            Tenant agrees that any default notice served upon Landlord shall
also be served upon any mortgagee (or underlying Ground Lessor) of the Premises
and the Building, the name(s) of which Landlord shall have furnished to Tenant
theretofore. Tenant further agrees that Landlord's mortgagee(s) (or such Ground
Lessor(s)) shall have and be deemed to have the same period of time to cure any
of Landlord's defaults pursuant to the provisions of this Lease as Landlord
shall be granted pursuant to the provisions of this Lease.

                                   ARTICLE 32.

                                       USE

            Section 1. The Premises may be used only for general office purposes
and for no other purpose whatsoever. Without expanding any use to which the
Premises may be put as hereinbefore set forth, it is specifically understood and
agreed that no part of the Premises shall, at any time, be used for the sale or
preparation of food or beverages. No part of the Premises shall be used or
employed for any purpose which shall emit or produce loud noises, vibrations,
noxious fumes or odors or for any purpose which shall constitute a nuisance, or
which shall be, or shall cause Landlord, the Premises or the Building to be
violative of any governmental rule, law or regulation.

            Section 2. Tenant represents and warrants that its Standard
Industrial Classification Number ("S.I.C." Number) under the Standard Industrial
Classification Manual published by the Executive Office of the President, Office
of Management and Budget is 6798.

                                   ARTICLE 33.

                           LANDLORD'S RIGHT TO MODIFY

            Anything contained in the within Lease to the contrary
notwithstanding, it is specifically understood and agreed by and between the
parties hereto that Landlord retains the

                                       31
<PAGE>

sole and uncontrolled right and discretion to vary, modify or alter the size of
the Lot and/or the Building, to add thereto or to subtract therefrom, or, having
constructed the Building, to make any modifications thereto, additions thereto,
deletions therefrom or expansion thereof as Landlord may in its sole discretion
elect to do; provided always, however, that no such variation, modification, or
alteration shall operate so as to affect the Premises in such a way as would
vary, modify or alter the size thereof or as would materially and adversely
affect Tenant's use and enjoyment thereof or of the Common Areas associated
therewith. Landlord retains and shall retain in its sole discretion the right to
enlarge or diminish the Common Areas. No diminution of the size of any portion
of the Lot shall operate to reduce parking below legal minimum requirements
unless reasonably acceptable substitute parking in sufficient amounts is then
made available.

                                   ARTICLE 34.

                                  LATE CHARGES

            In the event that any installment of Fixed Rent, additional rent,
impositions or the like shall be delinquent and overdue for a period in excess
of ten (10) days, a "late charge" of five cents ($.05) for each dollar ($1.00)
so delinquent and overdue may be charged to Tenant by Landlord for the purpose
of defraying Landlord's expenses incident to handling such delinquent payment.
This charge shall be in addition to, and not in lieu of, any other remedy which
Landlord may have and is in addition to any reasonable fees and charges of any
attorney which Landlord may employ to enforce Landlord's remedies in connection
with any default hereunder, whether such remedy(ies) shall be authorized herein,
or by law. Such "late charges", if not previously paid, shall, at the option of
Landlord, be paid at the same time as the next succeeding monthly installment of
Fixed Rent to be made under the Lease.

                                   ARTICLE 35.

                        LANDLORD'S RULES AND REGULATIONS

            The rules and regulations regarding the Building and the Lot affixed
to this Lease, as Exhibit B, as well as any other and further reasonable rules
and regulations which shall be made by Landlord, shall be observed by Tenant and
by Tenant's employees, agents and invitees. Landlord reserves the right to
rescind any presently existing rules applicable to the Building and the Lot and
to make such other and further reasonable rules and regulations as, in its
judgment, may from time to time be desirable for the safety, care and
cleanliness of the Building and the Lot and for the preservation of good order
therein, which rules, when so made and reasonable notice thereof given to
Tenant, shall have the same force and effect as if originally made a part of
this Lease. Such other and further rules shall not, however, be inconsistent
with the proper and rightful enjoyment by Tenant of the Premises.

                                   ARTICLE 36.

                              CONDITION OF PREMISES

            It is expressly understood and agreed by and between the parties
hereto that except as specifically provided for herein to the contrary, the
Premises are being leased by Landlord to Tenant, and shall be delivered to
Tenant, in their present condition "as is" and Landlord shall not be obligated
to perform any additional work of any type or nature whatsoever in connection
with said Premises in order to prepare same for Tenant's use or occupancy.

                                       32
<PAGE>

                                   ARTICLE 37.

                               ENVIRONMENTAL LAWS

            Section 1. (a) As used in this Article 37, the term "Occupant" shall
mean any person or entity other than Tenant using and/or occupying all or any
portion of the Premises.

            (b) Notwithstanding any other provision of this Lease to the
contrary, Tenant agrees that it shall, at its sole cost and expense, fulfill,
observe and comply with, and shall take all necessary steps to cause any and all
Occupants to fulfill, observe and comply with, all of the terms and provisions
of the Industrial Site Recovery Act, N.J.S.A 13:1K-6 et seq., ("ISRA") the Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq., (the "Spill Act"),
and all other federal, state and local environmental laws now in effect or
hereinafter enacted, as any of the same may be amended from time to time, and
all rules, regulations, ordinances, opinions, orders and directives issued or
promulgated pursuant thereto or in connection therewith.

            (c) Without limiting the foregoing, upon Landlord's request
therefor, and in all events no later than sixty (60) days prior to "closing
operations" or "transferring ownership or operations" (as said terms are defined
in ISRA) by Tenant and/or any one or more of the Occupants, Tenant, at its sole
cost and expense, shall provide Landlord with a certified true copy of:

                  (i) An opinion letter from the New Jersey Department of
Environmental Protection ("NJDEP") (or such other agency or body as shall then
have jurisdiction over ISRA matters) in a form satisfactory to Landlord's
counsel, stating that ISRA does not then apply to: Tenant; the use and occupancy
of the Premises and the closing of operations or transferring of ownership or
operations of all or any portion of the Premises; or

                  (ii) A "No further action letter" (as said term is defined in
ISRA) duly and finally approved by NJDEP or such other agency or body as shall
then have jurisdiction over ISRA matters; or

                  (iii) A "Remedial action workplan" (as said term is defined in
ISRA) duly and finally approved by NJDEP or such other agency or body as shall
then have jurisdiction over ISRA matters.

            Nothing in this Section 1(c) of Article 37 shall be construed as
limiting Tenant's obligation to otherwise comply with ISRA.

            (d) In the event Tenant complies with Section 1(c) of Article 37, by
obtaining an approved final Remedial action workplan, Tenant further agrees that
it shall, at its sole cost and expense:

                  (i) Post or cause to be posted any financial guarantee or
other bond required to secure implementation and completion of said Remedial
action workplan, and

                  (ii) Promptly implement and prosecute to completion or cause
to be so implemented and prosecuted said Remedial action workplan, in accordance
with the schedules contained in said Remedial action workplan or as may be
otherwise ordered or directed by NJDEP or such other agency or body as shall
then have jurisdiction over said Remedial action workplan. Tenant expressly
understands and acknowledges that Tenant's compliance with the provisions of
this Section 1(d) of Article 37 may require Tenant to expend funds or do acts
after the expiration or termination of one or more subleases or contracts
between Tenant and one or more Occupants. Tenant agrees that it shall expend
such funds and do such acts and shall not be excused therefrom even though the
term of said subleases shall have previously expired or been terminated.

            (e) Within ten (10) days after written request by Landlord, Tenant,
shall deliver to Landlord a duly executed and acknowledged affidavit of Tenant
and of the chief executive officers of such Occupants as Landlord may, from time
to time, require, certifying:

                                      33
<PAGE>

                  (i) The proper four digit Standard Industrial Classification
number relating to Tenant and/or said Occupant's then current use of the demised
premises (said Standard Industrial Classification number to be obtained by
reference to the then current Standard Industrial Classification Manual prepared
and published by the Executive Office of the President, Office of Management and
Budget or the successor to such publication); and

                  (ii) (A) That Tenant's and/or said Occupant's then current use
of the Premises does not involve the generation, manufacture, refining,
transportation, treatment, storage, handling, or disposal of hazardous
substances or hazardous wastes (as hazardous substances and hazardous wastes are
defined in ISRA) on site, above ground or below ground (all of the foregoing
being hereinafter collectively referred to as the Presence of Hazardous
Substances), or, (B) that Tenant's and/or said Occupant's then present use does
involve the Presence of Hazardous Substances, in which event, said affidavit
shall describe in detail that portion of Tenant's and/or said Occupant's
operations which involves the Presence of Hazardous Substances. Said description
shall, inter alia, identify each Hazardous Substance and describe the manner in
which it is generated, handled, manufactured, refined, transported, treated,
stored, and/or disposed of. Tenant and/or said Occupant shall supply Landlord
with such additional information relating to said Presence of Hazardous
Substances as Landlord may request.

            (f) Without limiting the foregoing, Tenant agrees,

                  (i) at its sole cost and expense, to promptly discharge and
remove any lien or other encumbrance against the Premises arising from or in
connection with Tenant's failure or inability, for any reason whatsoever, to
observe or comply with ISRA and/or the provisions of this Article 37; and

                  (ii) to indemnify and hold Landlord harmless from and against
any and all liability, penalties, losses, expenses, damages, costs, claims,
causes of action, judgments and/or the like, of whatever nature, including, but
not limited to, reasonable attorneys' fees, to the extent said lien,
encumbrance, liability, penalty, loss, expense, damage, cost, claim, cause of
action, judgment and/or the like arise from or in connection with Tenant's
failure or inability, for any reason whatsoever, to observe or comply with ISRA
and/or the provisions of this Article 37.

            (g) Tenant further represents, covenants and agrees that the
Premises shall not, without the prior written consent of Landlord having been
obtained, at any time during the term of this Lease, contain any underground or
above-ground tanks for the storage of fuel oil, gasoline and/or other petroleum
products or by-products.

            (h) Tenant agrees that each of the foregoing provisions of this
Article 37 shall survive the expiration or earlier termination of the term of
this Lease.

                                   ARTICLE 38.

                         INITIAL LEASEHOLD IMPROVEMENTS

            Section 1. Landlord shall, at its sole cost and expense, promptly
following execution of this Lease, prepare the Premises for Tenant's occupancy
in accordance with Plan SP1-3 created by dbi (the "dbi Plan") attached hereto as
Exhibit F (the "Work"). Landlord shall pay all costs and expenses of dbi for
space planning and shall obtain, at Landlord's cost, any building permits
necessary for the Work. The Work shall not include the installation of Tenant's
furniture, including Tenant's systems furniture, fixtures, equipment and
telephone and data cabling, all of which shall be installed by Tenant at
Tenant's sole cost and expense. Except for the Work, it is expressly understood
and agreed to by and between the parties hereto that the Premises are being
leased by Landlord to Tenant, and shall be delivered to Tenant in its present
condition "as is", and Landlord shall not be obligated to perform any additional
work of any type or nature whatsoever in connection with this Lease.

            Section 2. Tenant agrees that it shall not interfere with Landlord's
completion of the Work and that any labor, which may be employed in connection
with the installation of Tenant's trade fixtures, furniture or other items not
in the Work shall be compatible with labor

                                       34
<PAGE>

forces employed by Landlord. To the extent Tenant causes a delay in the
completion of the Work whether by reason of a change in the Work,
non-compatibility of labor or otherwise, the Commencement Date of this Lease
shall be accelerated by the period of such delay.

            Section 3. Within thirty (30) days after the substantial completion
of the Work, Tenant shall prepare and deliver to Landlord a "punch list" of all
items which are not fully completed, or which are defective, and Landlord agrees
to complete or correct same as quickly thereafter as is reasonably practical
under the circumstances. Except as set forth on said punch list, Tenant shall be
deemed to have accepted the Work.

            Section 4. Tenant shall have no obligation to remove or restore the
Work except that Tenant, at its sole cost and expense, shall, upon the
expiration or sooner termination of this Lease, remove all voice, data and
computer wires and cabling from the Premises and the Building and shall repair
any damage caused by such removal. The provisions of this Article 38 shall
survive any termination of this Lease.

            Section 5. In the event the Commencement Date has not occurred by
October 1, 2005 due to the fact that the Work is not complete for reasons other
than delays caused by Tenant or by Force Majeure, then commencing on October 1,
2005 and continuing until the Commencement Date, Landlord shall pay Tenant
$612.90 per day to reimburse Tenant for its holdover rent at its existing
location. Such amount shall be paid by Landlord to Tenant within thirty (30)
days of the Commencement Date. Except for such payment, Landlord shall have no
further liability to Tenant in the event the Commencement Date does not occur by
October 1, 2005.

                                   ARTICLE 39.

                                SECURITY DEPOSIT

            Section 1. Upon execution of this Lease, the Tenant shall deposit
with Landlord the sum of $14,812.20 as security for the full and faithful
performance of all obligations under this Lease upon the part of Tenant to be
performed. Upon the expiration of the term of this Lease, and providing Tenant
is not in default hereunder and has performed all of the conditions of this
Lease, Landlord shall return the said sum to Tenant. Tenant covenants and agrees
that it will not assign, pledge, hypothecate, mortgage or otherwise encumber the
aforementioned security during the term of this Lease. It is expressly
understood and agreed that the right to co-mingle the security funds with its
general funds and said security funds with its general funds and said security
shall not be required to be segregated.

            Section 2. In the event of the failure of Tenant to keep and perform
any of the terms, covenants and conditions of this Lease to be kept and
performed by Tenant, then at the option of Landlord said Landlord may, after
terminating this Lease, appropriate and apply said entire deposit, or so much
thereof as may be necessary to compensate the Landlord for all loss or damage
sustained or suffered by Landlord due to such breach on the part of Tenant.
Should the entire deposit, or any portion thereof, be appropriated and applied
by Landlord for the payment of overdue rent or other sums due and payable to
Landlord by Tenant hereunder, or should there be any increase in the Fixed Rent
then Tenant shall, upon the written demand of Landlord, forthwith remit to
Landlord a amount equal to the portion appropriated or applied by Landlord as
above provided, and/or the amount of any increase in the Fixed Rent, as the case
may be, and Tenant's failure to do so within five (5) days after receipt of such
demand shall constitute a breach of this Lease.

            Section 3. Landlord may deliver the funds deposited hereunder by
Tenant to the purchaser of Landlord's reversionary interest in the Premises, in
the event that such reversionary interest be sold and thereupon Landlord shall
be discharged from any further liability with respect to such deposit.

                                       35
<PAGE>

                                   ARTICLE 40.

                              INTENTIONALLY DELETED

                                   ARTICLE 41.

                                  HOLDING OVER

            In the event, Tenant remains in possession of the Premises after the
expiration of the term of this Lease (the "Holdover Period"), in addition to any
damages to which Landlord may be entitled or other remedies Landlord may have by
law, Tenant shall pay to Landlord a monthly rental for the Holdover Period, at
the rate of (a) 200% of the Fixed Rent payable during the last lease year of the
term of this Lease, plus (b) all items of additional rent and other charges with
respect to the Premises payable by Tenant during the last lease year of the term
of this Lease. Nothing herein contained shall be deemed to give Tenant any right
to remain in possession of the Premises after the expiration of the term of this
Lease.

                                   ARTICLE 42.

                         AUTHORITY OF LEASE SIGNATORIES

            Each person signing this Lease on behalf of Tenant represents that
he has full authority to do so and that this Lease binds the Tenant.

                                   ARTICLE 43.

                           RIGHT OF FIRST NOTIFICATION

            In the event that at any time during the term hereof, any space
contiguous to the Premises on the first (1st) floor of the Building shall become
available for lease (the "Available Space"), then provided that Tenant is in
possession of the Premises and not in default under this Lease, and provided
further that Tenant's financial condition and creditworthiness are reasonably
satisfactory to Landlord, Landlord shall notify Tenant of the availability of
the Available Space and the terms upon which Landlord proposes the same to be
leased. Subject to prior rights granted to any other tenants or other parties to
lease the Available Space, Tenant shall have a period of ten (10) days from the
date of delivery of such notice within which to notify Landlord of its election
to lease the Available Space on the same terms and conditions as set forth in
Landlord's notice to Tenant. In the event Tenant does not so notify Landlord of
its election to lease the Available Space within the aforesaid ten (10) day
period, time being of the essence, Landlord shall be free to lease the Available
Space to any party as Landlord may elect upon such terms as Landlord and any
proposed tenant of the Available Space may agree upon. In the event Tenant
elects to lease the Available Space as aforesaid, the Available Space shall
thereafter be deemed part of the Premises, and Tenant shall thereafter pay Fixed
Rent and additional rent for such space and otherwise comply with the other
provisions of this Lease which shall thereafter be applicable to the Available
Space. In the event Tenant elects to lease the Available Space as aforesaid, a
lease amendment shall be prepared and such lease amendment shall be executed by
Tenant within ten (10) business days of receipt thereof or Tenant=s right to
lease the Available Space shall, at Landlord=s option, be rendered null and
void. If Tenant does not exercise its right to lease the Available Space in
accordance with this provision, Landlord shall not be required to offer the
Available Space to Tenant again. The aforesaid right of first notification is
personal to the Tenant named herein and shall not apply to any assignee or
subtenant of Tenant.

                                       36
<PAGE>

                                   ARTICLE 44.

                                  MISCELLANEOUS

            (a) The covenants and agreements herein contained shall bind and
inure to the benefit of Landlord and Tenant, their heirs, executors,
administrators, successors and assigns.

            (b) If any provision of this Lease or the application thereof to any
person or circumstance shall be invalid or unenforceable, the remainder of this
Lease shall not be affected thereby.

            (c) Whenever herein the singular number is used, the same shall
include the plural, and the masculine gender shall include the feminine and
neuter genders.

            (d) The enumeration anywhere in this Lease of any right or remedy of
either party shall not be construed as an exclusion or substitution of any other
rights or remedies conferred under this Lease or applicable by law.

            (e) This Lease shall not be modified or canceled except by a writing
subscribed to by the parties.

            (f) The submission of this Lease for examination does not constitute
a reservation of or option for the premises and this Lease becomes effective as
a lease only upon execution and delivery thereof by Landlord and Tenant.

            (g) This Lease shall not be recorded. Any recordation by Tenant
shall constitute a material default entitling Landlord to terminate this Lease.

            (h) This Lease shall be governed by and in accordance with the laws
of the State of New Jersey.

            (i) Landlord shall have, with respect to any payment of additional
rent or other charge to be paid by Tenant pursuant to this Lease, the same
rights and remedies under this Lease and at law and in equity as are available
to Landlord for non-payment of Fixed Rent.

            IN WITNESS WHEREOF these presents have been signed sealed and
delivered the day and year first above written.

WITNESS:                             METROPLEX ASSOCIATES
                                         (Landlord)

_________________________________    By: /s/ David Halpern
                                         --------------------------------
                                           DAVID HALPERN, Partner

ATTEST:                              HanoverTrade, INC.
                                        (Tenant)

/s/ Pavl B. Pedrotti                 By: /s/ John A. Burchett
---------------------------------        --------------------------------
                                           John A. Burchett
                                           Chief Executive Officer

                                                                              37
<PAGE>

                                    EXHIBIT A

                               DIAGRAM OF PREMISES

<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

            1. Tenant shall not obstruct or permit its agents, clerks or
servants to obstruct, in any way, the sidewalks, entry passages, corridors,
halls, stairways or elevators of the Building, or use the same in any other way
than as a means of passage to and from the offices of Tenant; bring in, store,
test or use any materials in the Building which could cause a fire or an
explosion or produce any fumes or vapor; make or permit any improper noises in
the Building; smoke in the elevators; throw substances of any kind out of the
windows or doors, or down the passages of the Building, or in the halls or
passageways; sit on or place anything upon the window sills; or clean the
windows.

            2. Waterclosets and urinals shall not be used for any purpose other
than those for which they are constructed; and no sweepings, rubbish, ashes,
newspaper, paper towels or any other substances of any kind shall be thrown into
them. Waste and excessive or unusual use of electricity or water is prohibited.

            3. The windows, doors, partitions and lights that reflect or admit
light into the halls or other places of the Building shall not be obstructed. NO
SIGNS, ADVERTISEMENTS OR NOTICES SHALL BE INSCRIBED, PAINTED, AFFIXED OR
DISPLAYED IN, ON, UPON OR BEHIND ANY WINDOWS, except as may be required by law
or agreed upon by the parties; and no sign, advertisement or notice shall be
inscribed painted or affixed on any doors, partitions or other part of the
inside of the Building, without the prior written consent of Landlord. If such
consent be given by Landlord, any such sign, advertisement, or notice shall be
inscribed, painted or affixed by Landlord, but the cost of the same shall be
charged to and be paid by Tenant, and Tenant agrees to pay the same promptly, on
demand. Landlord agrees that Tenant shall be suitably identified.

            4. No contract of any kind with any supplier or towels, water,
toilet articles, waxing, rug shampooing, venetian blind washing, furniture,
polishing, lamp servicing, cleaning of electrical fixtures, removal of waste
paper, rubbish or garbage, or other like service shall be entered by Tenant, nor
shall any vending machine of any kind be installed in the Building, without the
prior written consent of Landlord.

            5. When electric wiring of any kind is introduced, it must be
connected as directed by Landlord, and no stringing or cutting of wires will be
allowed, except with the prior written consent of Landlord, and shall be done
only by contractors approved by Landlord. The number and location of telephones,
telegraph instruments, electric appliances, call boxes, etc., shall be approved
by Landlord. No tenant shall lay linoleum or other similar floor covering so
that the same shall be in direct contact with the floor of the Premises; and if
linoleum or other similar floor covering is desired to be used, an inter-lining
of builder's deadening felt shall be first affixed to the floor by a paste or
other removable material, the use of cement or other similar adhesive material
being expressly prohibited.

            6. Landlord shall have the right to prescribe the weight, size and
position of all safes and other bulky or heavy equipment and all freight brought
into the Building by Tenant; and also the times of moving the same in and out of
the Building; and all such moving must be done under the supervision of
Landlord. Landlord will not be responsible for loss of or damage to any such
equipment or freight from any cause; but all damage done to the Building by
moving or maintaining any such equipment or freight shall be repaired at the
expense of Tenant. All safes shall stand on a base of such size as shall be
designated by Landlord. Landlord reserves the right to inspect all freight to be
brought into the Building and to exclude from the Building all freight which
violates the Lease.

            7. No machinery of any kind or articles of unusual weight or size
will be allowed in the Building without the prior written consent of Landlord.
Business machines and mechanical equipment shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient in Landlord's judgment to
absorb and prevent vibration, noise and annoyance.

<PAGE>

            8. No additional lock or locks shall be placed by Tenant on any door
in the Building, without prior written consent of Landlord. Two keys will be
furnished Tenant by Landlord; two additional keys will be supplied to Tenant by
Landlord, upon request, without charge; any additional keys requested by Tenant
shall be paid for by Tenant. Tenant, its agents and employees, shall not change
any locks. All keys to doors and washrooms shall be returned to Landlord at the
termination of the tenancy, and in the event of loss of any keys furnished,
Tenant shall pay Landlord the cost thereof.

            9. Tenant shall not employ any person or persons other than
landlord's janitors for the purpose of cleaning the premises, without prior
written consent of Landlord. Landlord shall not be responsible to Tenant for any
loss due to theft or vandalism from the Demised Premises however occasioned.

            10. No animals of any kind shall be brought into or kept in or about
the Premises.

            11. The requirements of Tenant will be attended to only upon the
application at the office of the Building. Employees of Landlord shall not
perform any work for Tenant or do anything outside of their regular duties,
unless under special instructions from the office of the Landlord. Landlord
agrees to keep Tenant advised at all times of how to contact the Building
Manager.

            12. The Premises shall not be used for lodging or sleeping purposes,
and cooking therein is prohibited. Vending machines for coffee and rolls are
permitted, only upon written consent of Landlord, which consent shall not be
unreasonably withheld.

            13. Tenant shall not conduct, or permit any other person to conduct
any auction on the premises. Tenant shall not store goods, wares or merchandise
upon the Premises, except for the storage of usual supplies and inventory to be
used by Tenant in the conduct of its business; permit the Premises to be used
for gambling, make any unusual noises in the Building; permit to be played any
musical instrument in the premises; permit to be played any radio, television,
recorded or wire music in such a loud manner so as to disturb or annoy other
tenants; or permit any unusual odors to be produced upon the Premises.

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

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

            16. There shall not be used in the Premises or in the Building,
either by Tenant or by others, in the delivery or receipt of merchandise, any
hand trucks except those equipped with rubber tires and side guards, and no hand
trucks will be allowed in passenger elevators.

            17. Each Tenant, before closing and leaving the Premises, shall
ensure that all windows are closed and all entrance doors locked.

            18. Landlord shall have the right to prohibit any advertising by
Tenant which in Landlord's opinion tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.

            19. Landlord hereby reserves to itself any and all rights not
granted to Tenant hereunder, including, but not limited to, the following rights
which are reserved to Landlord for its purposes in operating the Building.

<PAGE>

            (a) the exclusive right to the use of the name of the Building for
all purposes, except that Tenant may use the name as its business address and
for no other purpose;

            (b) the right to change the name or address of the Building without
incurring any liability to Tenant for so doing;

            (c) the right to install and maintain a sign or signs on the
exterior of the Building;

            (d) the exclusive right to use or dispose of the use of the roof of
the Building;

            (e) the right to limit the space on the directory of the Building to
be allotted to Tenant;

            (f) the right to grant to anyone the right to conduct any particular
business or undertaking in the Building.

            20. Tenant shall provide Landlord with a list of all employees and a
description of all motor vehicles, including make, model, color and license
plate number, used thereby or by Tenant within 10 days of the Commencement Date
and periodically thereafter as and when there is a change in employees or in
employee or Tenant vehicles.

<PAGE>

                                    EXHIBIT C

                           HVAC PERFORMANCE STANDARDS

                       Summer - 95E drybulb; 75E wetbulb.

                       Indoor - 75E drybulb; 50E wetbulb.

                        Winter - 0E Outdoor - 70E Indoor.

<PAGE>

                                    EXHIBIT D

                          CLEANING MAINTENANCE SERVICE

            NIGHTLY: (Between the hours of 5:30 p.m. and 8:00 a.m., Monday
through Friday, legal holidays excepted)

            1. Clean Common Area Lavatories as follows:

            (a) All lavatory floors to be swept and washed with disinfectant
nightly.

            (b) Wash and polish all mirrors, powder shelves, bright work and
enamel surfaces.

            (c) Wash and disinfect all basins, bowls and urinals.

            (d) Hand dust all partitions, tile walls, towel, paper and sanitary
napkin dispensers, and receptacles, and wash as required.

            (e) Empty and clean paper towel and sanitary disposal receptacles.

            (f) Fill toilet tissue holders, soap dispensers and towel
dispensers, material to be furnished by Landlord.

            2. Empty and clean all waste receptacles and ash trays.

            3. Furniture will be dusted and desk tops will be wiped clean.
However, desks with loose papers on the top will not be cleaned. Window sills
and baseboards to be dusted and washed when necessary.

            4. Remove all rubbish and trash from Premises. The Tenant will
remove all extraordinary rubbish and trash.

            5. Carpets will be swept daily and vacuumed weekly.

            6. All uncarpeted areas will be swept daily.

            7. Damp mop and/or vacuum floors in entrance foyers, elevator
lobbies, and public corridors, if applicable.

            8. Keep locker, storage and slop sink rooms in a clean and orderly
manner.

            WEEKLY:

            1. Remove all finger marks and smudges from paneled vestibule
surfaces whenever and wherever practicable.

            MONTHLY:

            1. High Dusting: Dust clean all exposed pipes, air conditioning
louvers, ducts and other areas not reached in nightly cleaning.

            SEMI-ANNUALLY:

            1. Wash interior of all windows.

            ANNUALLY:

            1. Wash exterior of all windows.

<PAGE>

                                    EXHIBIT E

                                HOLIDAY SCHEDULE

                                 NEW YEAR'S DAY

                              WASHINGTON'S BIRTHDAY

                                   GOOD FRIDAY

                                  MEMORIAL DAY

                                INDEPENDENCE DAY

                                    LABOR DAY

                                THANKSGIVING DAY

                                  CHRISTMAS DAY

<PAGE>

                                    EXHIBIT F

                                  THE dbi PLAN