<PAGE>

                     SIXTH MODIFICATION OF LEASE AGREEMENT

            This Sixth Modification of Lease Agreement ("Agreement"), made this
3rd day of August, 2005, by and between METROPLEX ASSOCIATES, a New Jersey
partnership, having an address c/o of Atlantic Realty Development Corporation.,
90 Woodbridge Center Drive, Woodbridge, New Jersey 07095 (the "Landlord"), and
HANOVER CAPITAL PARTNERS, LTD. (formerly, Hanover Capital Mortgage Corporation),
a New York corporation, having an address at Metroplex Corporate Center I, 100
Metroplex Drive, Edison, New Jersey 08817 (the "Tenant").

                              W I T N E S S E T H:

            WHEREAS, by lease dated March 9, 1994 (the "Original Lease"),
Landlord leased to Tenant and Tenant hired from Landlord certain premises (the
"Original Space") having a gross rentable area of approximately 5,834 square
feet constituting a portion of the third floor of the building (the "Building")
known as Metroplex Corporate Center I, 100 Metroplex Drive, Edison, New Jersey
08817; and

            WHEREAS, by document entitled "First Modification and Extension of
Lease Agreement", dated February 28, 1997 (the "First Modification"), the term
of the Lease was extended until 6:00 p.m. on June 30, 2002; and

            WHEREAS, by document entitled "Second Modification and Extension of
Lease Agreement", dated April 22, 2002 (the "Second Modification"), the term of
the Lease was extended until 6:00 p.m. on April 30, 2005; and

            WHEREAS, by document entitled "Third Modification of Lease
Agreement", dated May 8, 2002 (the "Third Modification"), Landlord leased to
Tenant certain additional space having a gross rentable area of approximately
777 square feet located on the third floor of the Building (the "Second Space");
and

            WHEREAS, by document entitled "Fourth Modification of Lease
Agreement", dated November, 2002 (the "Fourth Modification"), Tenant surrendered
to Landlord the Second Space and Landlord leased to Tenant certain additional
space having a gross rentable area of approximately 3,890 square feet located on
the second floor of the Building (the "Third Space"); and

            WHEREAS, by a letter agreement (the "Letter Agreement"), dated July
31, 2003 (the "Letter Agreement"), Landlord leased to Tenant certain additional
space having a gross rentable area of approximately 777 square feet located on
the third floor of the Building (the "Fourth Space"); and

            WHEREAS, by document entitled "Fifth Modification of Lease
Agreement", dated October 9, 2003 (the "Fifth Modification"), Tenant surrendered
to Landlord the Original Space, the Third Space and the Fourth Space and
Landlord leased to Tenant certain additional space having a gross rentable area
of approximately 12, 267 square feet located on the first floor of the Building
(the "Fifth Space"); and

            WHEREAS, the Fifth Space is herein collectively referred to as the
"Premises"; and

            WHEREAS, the Original Lease, the First Modification, the Second
Modification, the Third Modification, the Fourth Modification, the Letter
Agreement and the Fifth Modification are herein collectively referred to as the
"Lease"; and

            WHEREAS, Landlord and Tenant desire to further modify the Lease as
hereinafter provided;

            NOW, THEREFORE, for and in consideration of the above premises, the
mutual covenants hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:

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<PAGE>

            1. Premises. Upon the Replacement Space Commencement Date (as said
term is hereinafter defined), the definition and description of the Premises in
the Lease shall be modified and amended (i) to delete the Fifth Space
(collectively, the "Surrendered Space"), and (ii) to include certain additional
premises having a gross rentable area of approximately 15,865 square feet (the
"Replacement Space") constituting a portion of the first floor of the building
located at 200 Metroplex Drive, Edison, New Jersey (the "200 Building"), which
Replacement Space is more particularly described on Exhibit A annexed hereto. As
a result of the foregoing, the definition and description of the Premises in the
Lease, shall, as of the Replacement Space Commencement Date, refer to the
Replacement Space described herein. From and after the Replacement Space
Commencement Date, all references to the Building in the Lease shall refer to
the 200 Building.

            2. Term. (a) The term for the Replacement Space shall commence on
the later of: (1) October 1, 2005, or (ii) the date Landlord delivers possession
of the Replacement Space to Tenant with the Replacement Space Work (as said term
is hereinafter defined), exclusive of so-called "punchlist" items, substantially
completed (the "Replacement Space Commencement Date"). The Replacement Space
Work shall be deemed substantially completed at such time as the only items of
Replacement Space Work to be completed are those which will not substantially
interfere with Tenant's use and occupancy of the Replacement Space.
Notwithstanding the foregoing, should Landlord be delayed in delivering
possession of the Replacement Space to Tenant, or in substantially completing
the Replacement Space Work, by reason of Tenant's delay, lack of cooperation,
request for changes in the Replacement Space Work, or the performance of work by
anyone employed or engaged by Tenant, or by reason of any other act or omission
of Tenant, the Replacement Space Commencement Date shall be the date which is
the earlier of (i) the date when Landlord delivers possession of the Replacement
Space to Tenant with the Replacement Space Work, exclusive of so-called
"punchlist" items, substantially completed as hereinabove provided, or (ii) the
date when Landlord would have delivered possession of the Replacement Space to
Tenant with the Replacement Space Work, exclusive of so-called "punchlist"
items, substantially completed but for the occurrence of any Tenant delay
referred to above. The term for the Replacement Space shall expire (the
"Replacement Space Termination Date") at 6:00 p.m. five Lease Years (as such
term is hereinafter defined) from the Replacement Space Commencement Date. The
first Lease Year shall be the period commencing on the Replacement Space
Commencement Date and ending twelve (12) calendar months thereafter, provided,
however, that if the Replacement Space Commencement Date is not the first day of
a calendar month, the first Lease Year shall commence on the Replacement Space
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.

            (b) On the Replacement Space Commencement Date, the Lease shall be
terminated with respect to the Surrendered Space. All Fixed Rent, additional
rent and other charges required to be paid by Tenant with respect to the
Surrendered Space shall be paid and all of Tenant's other obligations under the
Lease with respect to the Surrendered Space shall be performed, up to and
including the Replacement Space Commencement Date. Tenant shall, on or before
the Replacement Space Commencement Date, surrender the Surrendered Space to
Landlord in the condition in which the Premises are required to be surrendered
by Tenant in accordance with the provisions of the Lease. Failure of Tenant to
comply with its obligations pursuant to this Section 2(b) shall constitute a
default by Tenant under the Lease. In addition, in the event Tenant fails to
surrender the Surrendered Space to Landlord as aforesaid on or before the
Replacement Space Commencement Date, 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 rental for the period it remains in possession of the
Surrendered Space after the Replacement Space Commencement Date, at the rate of
(i) twice the Fixed Rent then being paid by Tenant allocable to the Surrendered
Space, plus (ii) all items of additional rent and other charges then being paid
by Tenant allocable to the Surrendered Space. Nothing herein contained shall be
deemed to give Tenant any right to remain in possession of the Surrendered Space
after the Replacement Space Commencement Date. Landlord shall not be required to
deliver possession of the Replacement Space to Tenant unless and until Tenant
has complied with its obligations pursuant to this Section 2(b); however, in no
event will the Replacement Space Commencement Date be delayed as a result
thereof.

                                       -2-
<PAGE>

            (c) Any option set forth in the Lease to renew or extend the term of
the Lease is hereby declared null and void and of no further force or effect.
Tenant shall have, and is hereby granted, one (1) additional option to further
renew and extend the term of the Lease from the date upon which it would
otherwise expire, for one (1) additional extension term which shall be for a
period of five (5) years (the "Additional Extension Term"). The Additional
Extension Term shall follow consecutively upon the Replacement Space Termination
Date as hereinabove provided and such Additional Extension Term shall, upon
commencement thereof, be deemed included in references to "the term of this
Lease" and "the full term of this Lease". Tenant's option with respect to the
Additional Extension 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 Replacement Space Termination Date. Time is of the essence with respect to
such notice, and failure of Tenant to give such notice on or before such date
shall constitute a binding and conclusive waiver of Tenant's option with respect
to the Additional Extension 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 Additional Extension Term. If Tenant
elects to exercise said renewal option, the full term of the Lease shall be
automatically extended for the Additional Extension Term without the need for
the execution of an extension or renewal lease. The Additional Extension Term
shall be on all of the same terms and conditions as are in effect hereunder
immediately preceding the commencement date of the Additional Extension Term,
except that the Fixed Rent during the Additional Extension Term shall be as
provided in Section 3(c) 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 Additional Extension Term.

            3. Fixed Rent. (a) Commencing on the Replacement Space Commencement
Date and continuing through the Replacement Space Termination Date, Tenant shall
pay to Landlord Fixed Rent for the Replacement Space in an amount equal to: (i)
for Lease Months (defined as 1/12th of a Lease Year) 1-24, the product of the
gross rentable area of the Replacement Space multiplied by $17.55 per square
foot (i.e. 15,865 square feet x $17.55 = $278,430.75 per annum/$23,202.56 per
month) and (ii) for Lease Months 25-60, the product of the gross rentable area
of the Replacement Space multiplied by $18.05 per square foot (i.e. 15,865
square feet x $18.05 = $286,363.25 per annum/$23,863.60 per month). One full
monthly installment of Fixed Rent shall be due and payable upon execution of
this Agreement by Tenant.

            (b) 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 of the Lease in lawful money of the United States of America in the office
of Landlord or at such other place as may hereafter be designated by Landlord.
Fixed Rent shall be paid to Landlord without notice or demand and without
deduction, setoff or other charge therefrom or against the same.

            (c) If Tenant validly exercises its option to extend the term of the
Lease for the Additional Extension Term, as provided in Section 2(c)
hereinabove, the Fixed Rent payable by Tenant to Landlord for the Additional
Extension Term shall be the "Fair Market Rental Value" of the Premises for such
Additional Extension term determined as follows:

            Within ten (10) days after receipt by Landlord of Tenant's notice
exercising its option to renew and extend the term of the Lease for the
Additional Extension Term, Landlord shall notify Tenant of Landlord's
determination of the Fair Market Rental Value of the Premises for the Additional
Extension Term. Said Fair Market Rental Value may be different for each lease
year during the Additional Extension 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

                                       -3-
<PAGE>

similar properties in the area to perform an appraisal to determine the Fair
Market Rental Value of the Premises for the Additional Extension 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 Additional Extension 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 Additional Extension 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 Additional Extension 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 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
contained herein, in no event shall the Fixed Rent for any lease year during the
Additional Extension Term be less than the Fixed Rent for the immediately
preceding lease year.

            (d) All provisions for the payment of additional rent set forth in
the Lease, including, without limitation, all provisions pertaining to the
payment of Tenant's Proportionate Share of Operating Costs and taxes (as said
terms are defined in Article 18 of the Lease) shall continue to apply with
modification except as set forth herein.

            4. Proportionate Share. The Lease is amended to provide that
effective as of the Replacement Space Commencement Date, provided that Tenant
has vacated the Surrendered Space in accordance with the terms hereof, Tenant's
Proportionate Share, as defined in Article 3 of the Original Lease, shall be
12.61% for the Replacement Space.

            5. Insurance. The Lease is supplemented to provide that Tenant
shall, at its cost and expense, procure all policies of insurance for the
purpose of insuring the Replacement Space in accordance with the terms set forth
in Article 4 of the Original Lease. Policies of such insurance, or certificates
thereof, together with reasonable evidence of premium payment therefor, shall be
delivered to Landlord upon execution of this Agreement.

            6. Additional Rent. (a) Commencing on the Replacement Space
Commencement Date, the Base Year, as defined in Article 18 of the Lease, shall
be changed to the calendar year 2005.

            (b) Commencing on the Replacement Space Commencement Date, Article
18, Section 1 of the Lease shall be deleted and the following shall be
substituted therefor:

            "Section 1. It is expressly agreed that commencing as of January 1,
2006, Tenant shall pay, in addition to the Fixed Rent, and as additional rent
hereunder, in each calendar year

                                       -4-
<PAGE>

within 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."

            (c) Commencing on the Replacement Space Commencement Date, Article
18, Section 4 of the Lease shall be deleted and the following shall be
substituted therefor:

            "Section 4. Commencing on January 1, 2006 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
(1/12th ) of Tenant's Proportionate Share of the increase in the Operating Costs
and taxes applicable to the current calendar year based upon the amount by which
the prior calendar year is 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 the 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 six (6) months after the end of each calendar year during the term
hereof, Landlord shall deliver to Tenant a reasonably detailed statement (the
"End of Year Statement") setting forth the actual Operating Costs and taxes for
such calendar year. Landlord shall keep all its books and records upon which the
End of Year Statement is based, and make all calculations in connection
therewith, in accordance with generally accepted accounting principles
consistently applied. 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 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 such calendar year occurring during the term of this Lease. "

            (d) The Lease is hereby supplemented to provide that notwithstanding
anything to the contrary contained in the Lease, 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 tenant's leased premises shall be excluded for
the purposes of determining Tenant's Proportionate Share with respect thereto.

            (e) Commencing on the Replacement Space Commencement Date, Article
18 of the Lease shall be amended by adding the following as Section 5:

            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;

            (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;

                                      -5-
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            (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.

            7. Electric Charges. The Lease is supplemented to provide that from
and after the Replacement Space Commencement Date, Tenant shall pay, as
additional rent, all charges for electricity, light, heat or other utility used
by Tenant at the Replacement Space. If electric energy consumed in the
Replacement Space is not separately metered, either by the utility company or by
Landlord, and billed to Tenant, Tenant shall pay Landlord for such electric
energy the sum of $19,831.25 per annum (i.e., $1.25 per square foot of gross
rentable area of the Replacement Space) in equal monthly installments of
$1,652.60 each on the first day of each month during the term of the Lease
commencing on the Replacement Space Commencement Date. Such sum of $19,831.25
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 an electrical consultant, approved by
Landlord, to make a survey of the electric energy demand in the Replacement
Space and to determine the average monthly electric consumption in the
Replacement Space. The findings of said consultant as to the average monthly
electric consumption of 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 of the Lease (or until another such survey is performed or a
separate electric meter is installed for the Replacement Space), in advance, the
amount set forth in the survey as the monthly electric consumption.

            8. Brokerage Commission. Tenant warrants and represents that it has
not dealt or negotiated with any real estate broker or salesman in connection
with this Agreement other than Newmark Real Estate of New Jersey, L.L.C. (the
"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

                                      -6-
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connection therewith, arising out of the within transaction payable to any party
other than the Broker except to the extent any such claim or commission is based
solely upon Landlord's acts. Landlord shall pay any commission due to the Broker
pursuant to a separate agreement, less any prepaid commission for the unexpired
term of the Surrendered Space.

            9. Condition of Premises/Replacement Space Work. (a) Landlord shall,
at its sole cost and expense, promptly following execution of this Agreement,
prepare the Replacement Space for Tenant's occupancy in accordance with Plan
SP1-3 created by dbi (the "dbi Plan") attached hereto as Exhibit B (the
"Replacement Space 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 Replacement Space Work. Tenant shall have the right to submit
a written "punch list" to Landlord, setting forth any defective item of
construction, and Landlord shall promptly cause such items to be corrected. The
Replacement Space 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 Replacement Space Work, it is expressly understood and
agreed to by and between the parties hereto that the Replacement Space is 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 Agreement.

            (b) Tenant shall have no obligation to remove or restore the
Replacement Space 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.

            10. Security Deposit. Pursuant to Article 39 of the Lease, Tenant
has deposited with Landlord the sum of $6,500 as and for a security deposit.
Upon Tenant's execution of this Agreement, Tenant shall pay to Landlord the sum
of $16,702.56 as additional security. Upon such payment, Tenant's total security
deposit shall be in the amount of $23,202.56 which shall be held by Landlord in
accordance with Article 39 of the Lease.

            11. Article 16 of the Lease is hereby amended by adding the
following thereto as Section 10:

            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 HanoverTrade, Inc. for other
premises within the Building; and (ii) a default by HanoverTrade, Inc. 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.

            12. No Default. Tenant represents, warrants and covenants that
Landlord is not currently in default under any of its obligations under the
Lease and Tenant is not in default under any of its obligations under the Lease
and no event has occurred which, with the passage of time or the giving of
notice, or both, would constitute a default by either Landlord or Tenant under
the Lease.

            13. Defined Terms. The terms used in this Agreement and not defined
herein shall have the respective meanings indicated in the Lease, unless the
context requires otherwise.

            14. No Other Changes. The intent of this Agreement is only to modify
and amend those provisions of the Lease as herein specified. Except as herein
specifically modified, changed and amended, all of the terms and conditions of
the Lease shall remain in full force and effect.

                                      -7-
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have duly executed this Fifth
Modification of Lease Agreement as of the day and year first above written.

WITNESS:                                   METROPLEX ASSOCIATES
                                           (Landlord)

_______________________                    By:/s/ David Halpern
                                              ---------------------------------
                                              David Halpern, Partner

ATTEST:                                    HANOVER CAPITAL PARTNERS, LTD.
                                           (Tenant)

/s/ Pavl B. Pedrotti                       By: /s/ Joyce Mizerak
-----------------------                        ---------------------------------
                                              Joyce Mizerak, President

                                      -8-
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                                   EXHIBIT A

                               REPLACEMENT SPACE

                                      -9-
<PAGE>

                                   EXHIBIT B

                                  THE DBI PLAN

                                      -10-