L E A S E


            THIS INDENTURE OF LEASE (hereinafter called "Lease") dated the 2nd
day of December 1996 by and between PITROCK REALTY CORP., with an address at 940
Third Avenue, New York, New York 10022 (hereinafter called "Landlord"), and ROOM
PLUS, INC., a New York corporation with an address at 91 Michigan Avenue,
Patterson, New Jersey (hereinafter referred to as "Tenant").

                              W I T N E S S E T H:

                                    ARTICLE 1

                   DEMISED PREMISES - TITLE - TERM OF LEASE

            Section 1.01 - Demised Premises. In consideration of the rents,
covenants and agreements hereinafter reserved and contained on the part of the
Tenant to be observed and performed, Landlord does hereby lease and demise to
the Tenant and the Tenant does hereby hire, lease and take from Landlord, for
the term subject to and upon the covenants and conditions hereinafter set forth,
the store premises ("Premises" or "Demised Premises") previously occupied by
West Coast Video in a building located at 2019 East Lincoln Highway (a/k/a US
1), Langhorne, Pennsylvania ("Building").

            Section 1.02 - Title. At the commencement of the term of the Lease
("Term"), Landlord shall own the fee title to the Demised Premises, subject to
restrictions and encumbrances of record, if any, zoning regulations affecting
such Premises and any state of facts shown on an accurate survey or as a visual
inspection of the Premises would disclose.

            Section 1.03 - Term of Lease. To have and to hold unto the Tenant,
its successors and permitted assigns, for a term of five (5) years which shall
commence on December 1, 1996 ("Commencement Date") and terminate on November 30,
2001. The aforesaid period shall be referred to as the "Term" or "Lease Term".

            Section 1.04 - Options to Extent. Tenant shall have the option to
extend the term of the Lease for two five (5) year periods, in the following
manner upon the following terms and conditions:

            (i)   First Option. On or before March 31, 2001, Tenant shall notify
                  Landlord in writing by certified mail, return receipt
                  requested, and by regular mail ("Notice"), of tenant's
                  intention to extend the Term of the Lease for an additional
                  five (5) year period. In the event the option is exercised,
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                  the Term shall expire on November 30, 2006. Time shall be of
                  the essence in the exercise of the option.

            (ii)  Second Option. On or before March 31, 2006, Tenant shall
                  notify Landlord in writing by certified mail, return receipt
                  requested, and by regular mail ("Notice"), of Tenant's
                  intention to extend the Term of the Lease for an additional
                  five (5) year period. In the event the second option is
                  exercised, the Term shall expire on November 30, 2011. Time
                  shall be of the essence in the exercise of the option.

            (iii) The exercise of the options shall only be effective if, at the
                  date each option is exercised, and on one day prior to
                  commencement of each option period the Lease is in full force
                  and effect, and Tenant is neither in default of the terms of
                  the Lease after expiration of the applicable cure period, nor
                  in arrears with any Annual Basic Rent or additional rent
                  payment as set forth herein. In the event Tenant exercises its
                  options to extend the Term of this Lease, the Term shall be
                  deemed to include the extended period.

            Section 1.05 - Acknowledgment of Commencement. Upon the commencement
of the Term, the parties, if requested by Landlord, shall execute and exchange a
recordable instrument, specifying the commencement and expiration dates of the
Term. Tenant shall not record this Lease or any memorandum of this Lease without
the Landlord's express written consent which consent may be withheld for any or
no reason.

                                    ARTICLE 2

                                 USE OF PREMISES

            Section 2.01 - Use. The Tenant shall use and occupy the Premises for
the retail sale of furniture and home furnishings (but not floor coverings) and
for no other purpose. Tenant shall limit all displays to the interior of the
Premises. Tenant shall not sell beer, wine, liquor or food on the Premises.
Tenant shall not permit the Premises to be used for food preparation or sale.
Any use of the Premises in violation of this Article 2 shall be deemed to be a
breach of a substantial obligation of this Lease. Tenant shall not use or occupy
or permit the Premises to be used or occupied, nor do or permit anything to be
done in or on the Premises, in a manner which will in any way violate any
Certificate of Occupancy (if there is an existing Certificate of Occupancy)
affecting the Premises, the zoning laws or make void or

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voidable any insurance then in force with respect thereto, or which will make it
impossible to obtain fire or other insurance, or which will cause or be likely
to cause structural damage to the Building or any part thereof, or which will
constitute a public or private nuisance, and shall not use or occupy or permit
the Premises to be used or occupied in any manner which will violate any present
or future laws or regulations of any governmental authority. If future laws or
regulations prohibit Tenant use (as set forth above), Tenant shall have the
right to terminate this lease on thirty (30) days written notice. Landlord
represents that the Premises are zoned for the use set forth above. Landlord
makes no representation as to the existence of a certificate of occupancy for
the Premises.

                                    ARTICLE 3

                             RENT AND OTHER CHARGES

            Section 3.01 - Rent.

            A. (i) The initial Annual Basic Rent to be paid by Tenant to
Landlord shall be seventy-two thousand ($72,000) dollars per year, payable in
equal monthly installments. Commencing December 1, 1997 and on each subsequent
December 1st of the Term (as extended pursuant to Tenant's exercise of its
options to extend), the Annual Basic Rent shall increase by three percent (3%).
Each annual increase shall be cumulative.

            Landlord shall waive the monthly installment of Annual Basic Rent
("Rent Concession") through February 28, 1997 or until Tenant "opens for
business", whichever date occurs first ("Rent Commencement Date"). "Open for
Business" shall mean the date customers are permitted on the Premises. Upon the
signing of this Lease, Tenant shall tender payment of the monthly installment of
Annual Basic Rent for the first month of the Term in which Annual Basic Rent is
due.

            B. The monthly installment of Annual Basic Rent is due on the first
day of each month of the Term. Said Annual Basic Rent, additional rent and all
other payments due under this Lease shall be paid to the Landlord at its address
hereinabove first specified, or, as the Landlord may otherwise direct in
writing. Failure to pay Annual Basic Rent and/or additional rent within ten (10)
days after the due date shall be deemed to be a breach of a substantial
obligation of this Lease. In addition to any other remedies Landlord may have
under this Lease, if Annual Basic Rent and/or additional rent are not paid
within ten (10) days after the due date, a late charge of five (5 cents) cents
for each dollar so overdue shall become immediately due to Landlord and shall be
deemed to be additional rent.

            C. If Tenant shall submit any check to Landlord for payment of any
obligation hereunder and said check is returned unpaid ("bounced" check), Tenant
shall pay fifty ($50.00) dollars to Landlord for the bookkeeping charge
incurred. In the event Tenant submits more than

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one "bounced" check during any consecutive sixty (60) month period of the Term,
Tenant shall be obligated to make all payments to Landlord by certified check or
bank check. In such event, if tenant fails to submit a certified check or bank
check to Landlord, it shall be deemed to be a substantial breach of the terms of
this Lease. The fifty ($50.00) dollar bookkeeping charge is in addition to any
other remedies Landlord may have pursuant to the terms of this Lease or at law.

            Section 3.02 - Additional Rent. All payments Tenant is required to
make pursuant to this Lease, other than Annual Basic Rent payments (including
but not limited to refurnishing of security or payment of additional security),
shall constitute additional rent and, if Tenant defaults in any such payment so
as to create an Event of Default (as hereinafter defined), Landlord shall have
(in addition to any rights and remedies granted hereby) all rights and remedies
provided by law for nonpayment of rent.

            Section 3.03 - Persistent Defaults. If Tenant shall have defaulted
in the performance of the same or a substantially similar covenant hereunder,
other than a covenant for the payment of rent or additional rent, two (2) times
during any consecutive sixty (60) month period and Landlord, in each case, shall
have given a written notice of default in respect of each such default, then,
regardless of whether Tenant shall have cured each such default within any
applicable grace period, if Tenant shall again default in respect of the same or
a substantially similar covenant hereunder after Landlord gave the second
written notice of default, Landlord, at it option, and without further notice to
Tenant or opportunity for Tenant to cure such default, may elect to cancel this
Lease by serving a written fifteen (15) day notice of cancellation f this Lease
and the term hereunder shall end and expire as fully and completely as if the
expiration of such fifteen (15) day period were the day herein definitely fixed
for the end and expiration of this Lease and the term hereof, and Tenant shall
then quit and surrender the Premises to Landlord, but Tenant shall remain liable
as elsewhere provided in this Lease.

                                    ARTICLE 4

                                 ADDITIONAL RENT

            Section 4.01. Tenant agrees to pay, or cause to be paid, its
"Proportionate Share" (as hereinafter defined) of Real Estate Taxes, Insurance
Costs and Common Area Maintenance charges (as hereinafter defined).

            (i)   "Real Estate Tax(es)" shall mean the property taxes, sewer
                  rents, and assessments imposed upon the building and the land,
                  or upon the rent (excluding Landlord's income taxes due as a
                  result of receipt of the rent, inheritance taxes, succession
                  taxes, capital levy or transfer taxes of the Landlord), as
                  such, payable by the Landlord and shall also


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                  include all assessments payable during the Term. If due to a
                  future change in the method of taxation, any franchise, income
                  or profit tax shall be levied against Landlord in substitution
                  for, or in lieu of, any tax which would otherwise constitute a
                  Real Estate Tax, such franchise, income or profit tax shall be
                  deemed to be a Real Estate Tax for the purposes hereof;
                  conversely, any additional real estate tax hereafter imposed
                  in substitution for, or in lieu of, any franchise, income or
                  profit tax (which is not in substitution for, or in lieu of,
                  or in addition to, a Real Estate Tax as hereinabove provided),
                  shall not be deemed a Real Estate Tax for the purposes hereof.
                  Any expenses incurred by the Landlord to challenge the Real
                  Estate Taxes or the assessed value of the Building shall be
                  deemed to be Real Estate Taxes for purposes of this Article.
                  Landlord will provide copies of the tax bills to the Tenant
                  upon demand.

            (ii)  Insurance Costs. Tenant shall pay to Landlord, as additional
                  rent, Tenant's "Proportionate Share" of the Landlord's
                  Insurance Costs. "Insurance Costs" shall mean casualty, fire,
                  liability, and business interruption insurance for the
                  Building. Landlord will provide copies of the insurance bills
                  to the Tenant upon demand.

            (iii) Common Area Maintenance ("CAM"). Tenant shall pay to Landlord
                  as additional rent, Tenant's "Proportionate Share" of the
                  Landlord's common area maintenance costs which are reasonably
                  incurred to operate, maintain and repair all of the common
                  elements of the Building including maintenance and repair
                  and/or replacement of the roof and parking lot.
                  Notwithstanding the foregoing, during the first five (5) years
                  of the Term CAM shall not include the cost to replace the
                  roof. CAM shall also exclude structural repairs to the
                  exterior and load-bearing walls, and the foundation. In the
                  event any of the foregoing are damaged by Tenant or as a
                  result of its negligence, Tenant shall be liable for the cost
                  of such repairs and alterations.

            Section 4.02 - Proportionate Share.  Tenant's  Proportionate Share
shall be equal to fifty (50%) percent.


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            Section 4.03 - Payment. On the Rent Commencement Date and thereafter
on the first day of each month of the Term, Tenant shall pay to Landlord an
amount equal to one-twelfth (1/12th) of Landlord's reasonable estimate of Real
Estate Taxes, Insurance Costs and CAM charges for the then current year. If the
amount collected by the Landlord hereunder for such year shall be less than the
actual amounts incurred for Real Estate Taxes, Insurance Costs and CAM charges,
then upon ten (10) days notice, Tenant shall pay the additional amount due. In
the event Tenant shall have overpaid the expenses, Landlord shall, at its
option, refund the overpayment or apply such overpayment within thirty (30) days
to Annual Basic Rent and additional rent coming due until such overpayment has
been fully applied.

            A. Notwithstanding anything herein contained to the contrary, in the
event the last period prior to termination of the Lease is less than twelve (12)
months, the additional rent for that period shall be proportionately reduced to
correspond to the duration of said final period.

            B. Landlord shall have the exclusive right but not the obligation to
institute proceedings to reduce the amount of the Real Estate Taxes. Tenant may
not, without Landlord's express written consent, bring any proceeding to reduce
the Real Estate Taxes. Tenant will be reimbursed its Proportionate Share of any
Real Estate Tax refund received by the Landlord. Such refund shall be net of
Landlord's costs and expenses, including but not limited to legal fees.

                                    ARTICLE 5

                                 UTILITY EXPENSE

            Section 5.01 - Utility Expense. Tenant agrees to pay, or cause to be
paid directly to the utility supplying the applicable service, all charges for
gas, sewage, light, electricity, hot and cold water (if water is separately
metered, otherwise Tenant shall pay fifty (50%) percent of the water charges for
the Building), air-conditioning, heat, power, or service used, rendered or
supplied upon or in connection with the Premises throughout the term of this
Lease and any renewal thereof, and to indemnify the Landlord and save it
harmless against any liability or damages on such account. The Tenant shall
also, at its sole cost and expense, procure any and all necessary permits,
licenses and other authorizations required for the lawful and proper
installation and maintenance upon the Premises of Tenant's own wires, pipes,
conduits, tubes and other equipment and appliances for use in supplying any such
service to and upon the Premises. Tenant may at its own cost and expense,
install its own water meter for the Premises.

                                    ARTICLE 6

                              INTENTIONALLY DELETED

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                                    ARTICLE 7

                             REPAIRS AND ALTERATIONS

            Section 7.01 - Structural Repairs. Except as set forth in this Lease
and in the Exhibit attached hereto, Tenant shall make or cause to be made all
interior and exterior repairs and alterations to the Premises and the adjacent
sidewalk. Any repair or alteration requiring expenditure of ten thousand
($10,000.00) dollars or more shall require the consent of the Landlord, which
consent shall not be unreasonably withheld. Landlord shall not be obligated to
maintain the Premises.

            Section 7.02 - Violations. Tenant shall do whatever is necessary to
remove any violations issued by any Federal, State or local governmental or
quasi-governmental agencies or units, within a reasonable period of time. The
aforesaid shall only apply to violations issued or which accrued during the Term
on the Premises. Tenant's obligation to make said repairs and correct violations
shall survive the termination of this Lease so long as the obligations accrued
prior to the date of termination. Landlord shall be responsible for the removal
of record of any violations affecting the Demised Premises which violations are
of record as of the Commencement Date.

            Section 7.03 - Condition of Premises. At the date of termination of
this Lease, the electrical, plumbing, heating, ventilation, air conditioning
system (HVAC), shall be in working order. Tenant shall not be obligated to
remove any alterations which had been previously approved by the Landlord.
Landlord shall deliver the Demised Premises vacant and broom clean, with all
prior installations removed except for any fixtures, equipment and improvements
provided for in the Lease.

                                    ARTICLE 8

                ADDITIONAL OBLIGATIONS AND COVENANTS OF TENANT

            Section 8.01 - Affirmative Obligations. Tenant covenants and agrees,
at its own cost and expense, at all times during the Term, except as stated in
Article 8 hereof to:

            A. Comply with Laws. Promptly comply with all laws, ordinances,
rules and regulations of governmental authorities (including, but not limited
to, environmental laws, zoning ordinances and building codes) affecting the
Premises as they pertain to Tenant's use.

            B. Garbage and Extermination. Handle and dispose of all rubbish,
garbage and waste from Tenant's operation in accordance with, all laws and
ordinances, and reasonable regulations established by Landlord. Tenant shall not
permit the accumulation (unless in concealed enclosed containers), or burning of
any rubbish or garbage in, on or about any part

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of the Premises. Tenant shall sort and dispose its garbage in accordance with
all applicable laws and regulations. All waste shall be removed from the
Premises on a regular basis and disposed of with a licensed carter. Tenant shall
have the Premises exterminated by a licensed exterminator on a regular basis to
keep the Premises free of vermin.

            C. Maintain Premises. Maintain the Premises including, but not
limited to, snow removal and removal of debris from the roof and the gutters of
that portion of the roof directly above the Premises. Landlord shall be
responsible for removal of snow from the parking lot (said costs shall be added
to the CAM charges).

            D. Hazardous Materials. Tenant shall not store or maintain hazardous
or toxic materials on the Premises.

                                    ARTICLE 9

                             COVENANT AGAINST LIENS

            Section 9.01 - No Liens. Tenant shall neither create nor permit to
be created any lien or encumbrance affecting the Premises and shall discharge,
promptly upon notice, any lien or encumbrance arising out of any act or omission
of Tenant. Notice is hereby given that Landlord shall not be liable for any work
performed or to be performed at the Premises for Tenant, or for any materials
furnished or to be furnished at the Premises for Tenant, and that no mechanic's
or other lien for such work or materials shall attach to or affect the interest
of Landlord in and to the premises. Any contractors or subcontractors who shall
do work at the building on behalf of Tenant shall be insured in an amount of not
less than five hundred thousand ($500,000.00) dollars and shall have adequate
workers' compensation insurance with employer liability coverage and such
workers shall be properly bonded and licensed. Tenant shall provide lien waivers
prior to commencement of any work at the Premises.

                                   ARTICLE 10

                                    EASEMENT

            Section 10.01 - Easement. Upon request by the Landlord Tenant shall
permit Landlord or its assignees to show the Premises to Landlord's lenders,
prospective lenders, appraisers, prospective buyers or for reasonable business
purposes, at times and dates reasonably convenient to Tenant to any person that
Landlord deems appropriate. Such showings, visits or repairs shall be done upon
reasonable notice to Tenant, and so far as practicable, in such manner as to
avoid unreasonably interfering with or adversely affecting Tenant's use of the
Premises. It is hereby agreed that the aforesaid easement does not grant
Landlord dominion and control over the Premises therefore such easement shall
not relieve Tenant of indemnifying Landlord from any and all liability for any
injury which may be sustained by any person on the Premises.

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<PAGE>

Landlord shall during the final three (3) months of the Term be entitled to
display, on the Premises in such manner as not unreasonably to interfere with
the Tenant's business, the usual "For Sale" or "To Let" signs or such other
signage indicating Landlord's proposed development plans for the Premises, and
the Tenant agrees that such signs may remain unmolested upon the Premises.


                                   ARTICLE 11

            ADDITIONAL NEGATIVE OBLIGATIONS AND COVENANTS OF TENANT

            Section 11.01 - Additional Covenants. Tenant covenants and agrees
that at all times during the Term it shall not at any time without first
obtaining Landlord's prior written consent:

            A. Alterations. Make any alterations, improvements, and/or additions
to the Premises or any part thereof in excess of ten thousand ($10,000.00)
dollars without the prior written consent of the Landlord, which consent will
not be unreasonably withheld or delayed.

            B. Not Change Exterior Architecture. Change (whether by alteration,
replacement, rebuilding or otherwise) the exterior color and/or architectural
treatment of the Premises without the prior written consent of the Landlord,
which consent will not be unreasonably withheld. If Tenant changes the exterior
of the Premises during the Term or any extension, Tenant must, unless notified
by the Landlord to the contrary, return the exterior to its original state prior
to vacating the Premises.

            C. Not Misuse Plumbing Facilities. Use the plumbing facilities for
any purpose other than that for which they were constructed, or dispose of any
garbage or other foreign substance therein, whether through the utilization of
so-called "disposal" or similar units, or otherwise.

            D. Not Damage the Premises. Perform any act or carry on any practice
which may damage, mar or deface the Premises.

            E. Not Exceed Floor Loads. Place a load on any floor in the
Premises, which is in excess of the floor load per square foot as established by
standard engineering principles; or install, operate or maintain therein any
heavy item or equipment except in such manner as to achieve a proper
distribution of the weight.

            F. Not Exceed Electrical Load. Install, operate or maintain in the
Premises, any electrical equipment which does not bear Underwriters' Laboratory
("UL") approval, or would overload the electrical system therein, or any part
thereof, beyond its reasonable capacity for proper and safe operation.


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<PAGE>

            G. Not Permit Odors, etc. Suffer, allow or permit any offensive or
obnoxious vibration, noise, odor or other undesirable effect to emanate from the
Premises, or any machine or other installation therein, or otherwise suffer,
allow or permit the same to constitute a nuisance or otherwise unreasonable
interfere therefor with the safety, comfort or convenience of the area
surrounding the Premises, upon notice by Landlord to Tenant that any of the
aforesaid is occurring, Tenant shall forthwith (but in all events within ten
(10) days) remove or control the same.

            H. Not Interfere with Insurance; Compliance, Improper Use. Use or
occupy the Premises or do not permit anything to be done thereon in any manner
which shall prevent Landlord from obtaining at standard rates any insurance
required or desired, or which would invalidate or increase the cost to Landlord
of any existing insurance (unless Tenant pays such additional cost and the
change does not endanger the Premises or the Building), or which might cause
structural injury to the building, or which would constitute a public or private
nuisance or which would violate any present or future laws, regulations,
ordinances or requirements (ordinary or extraordinary, foreseen or unforeseen)
of the federal, state or municipal governments, or of any department,
subdivisions, bureaus or offices thereof, or of any other governmental public or
quasi-public authorities now existing or hereafter created having jurisdiction
of the Premises.

                                   ARTICLE 12

                        INSURANCE, CASUALTY, CONDEMNATION

            Section 12.01. A. Tenant shall, at its own cost and expense,
maintain comprehensive public liability (containing the so-called "occurrence
clause") against claims for personal injury, death and property damage occurring
in or about the Premises; such insurance shall afford minimum protection of two
million ($2,000,000.00) dollars combined single limit for bodily injury and one
million ($1,000,000.00) dollars for property damage liability in any one
occurrence. Landlord shall be named as an additional named insured under this
public liability insurance policy.

            B. Tenant shall reimburse Landlord for fifty (50%) percent of
Landlord's cost of obtaining property, fire and casualty insurance (multi-peril
casualty insurance and rental value insurance in an amount equal to a year's
Annual Basic Rent) on the Premises to afford minimum protection to the Landlord
in the amount of not less than one million ($1,000,000.00) dollars for any
damage caused to the Premises, or one hundred (100%) percent of the "full
replacement cost" of the Building and the fixtures. Landlord shall be named as
the sole loss payee and insured of such policy. Tenant acknowledges that it
shall have no right to any of the proceeds of said insurance and that Tenant has
no insurance coverage under any policies obtained on behalf of the Landlord
where Landlord is named as the sole loss payee. Tenant shall reimburse Landlord
for said insurance within ten (10) days after Landlord bills Tenant for the cost
of the 

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insurance. The cost of obtaining the casualty insurance shall be deemed to be
additional rent. Landlord may increase the amount of the insurance if, in
Landlord's reasonable judgment, the full replacement cost of the Building
increases. Landlord shall not increase the amount of the insurance during the
first year of the Term.

            Section 12.02. All insurance required to be maintained by Tenant by
this Article 12 shall be effective under policies issued by insurers licensed by
the State of Pennsylvania. Such insurance may be effected by policies of blanket
insurance, covering property other than the Premises, provided such coverage is
not less than it would be under a separate policy. Tenant shall furnish Landlord
with reasonable proof of compliance with the requirements of this Article.

            Section 12.03. All insurance maintained by Tenant pursuant to
Article 12 shall:

            A. Be provided by policies which may not be canceled or modified
with respect to the Premises without at least thirty (30) days prior written
notice by the insurer to Landlord;

            B. Provide that no act or omission of Landlord or Tenant shall
affect the coverage afforded thereunder;

            C. With respect to liability policies to be maintained by Tenant
pursuant to this Article, name Landlord as an additional insured party and, if
obtainable (even if at additional cost to the Tenant), provide that the insurer
waives all right of subrogation against Landlord for losses insured thereunder.

            D. Be provided by an insurer licensed to do business in the State of
Pennsylvania.

            E. The multi-peril casualty insurance shall name the Landlord as
sole loss payee.

            Section 12.04 - Landlord's Non-Liability, Tenant's Own Insurance.

            A. Tenant hereby waives all right of recovery which it might have
against Landlord, Landlord's agents and employees, for loss or damage to
Tenant's furniture, inventory, furnishings, fixtures, equipment, chattels and
articles of personal property located on the Premises, notwithstanding that such
loss or damage may result from the passive negligence or fault of Landlord.
Tenant shall obtain insurance policies covering its furnishings, inventory,
fixtures, equipment and articles of personal property (collectively, "Personal
Property") in the Premises, and Tenant shall cause Landlord to be named as an
additional insured party under such policies (without entitling Landlord to
receive any loss proceeds thereof) and obtain the

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insurer's waiver of all rights of subrogation against Landlord with respect to
losses insured under such policies. All policies obtained by the Tenant
(including any liability or casualty policies), shall provide that the insurer
waives all rights of subrogation against the Landlord for losses insured
thereunder.

            B. Tenant shall advise Landlord promptly of the applicable
provisions of such insurance policies and notify Landlord promptly of any
cancellation or change therein. Tenant shall provide copies of original
insurance policies to Landlord evidencing the insurance coverage required by
this Article.

            Section 12.05. As a consideration for the making of this Lease, the
Landlord shall not be liable for any failure of water supply, electric current,
gas or any other utility, nor for injury or damage which may be sustained to any
person or property by the Tenant or any other person caused by or resulting from
steam, electricity, gas, water, rain, ice, or snow which may leak or flow from
or into any part of said Building or from the breakage, leakage, obstruction or
other defect of the pipes, wiring, appliances, plumbing or lighting fixtures of
the same, the condition of said Premises or any part thereof, or from the street
or subsurface, or from any other source or cause whatsoever, unless such damage
or injury shall be caused by or be due to the negligence of the Landlord, the
Landlord's agents, servants or employees. Tenant acknowledges that it will
obtain appropriate insurance to cover any of the contingencies set forth above.

            Section 12.06 - Safety Compliance. Tenant agrees, at its own cost
and expense, to comply with all of the rules and regulations of the Fire
Insurance Rating Organization having jurisdiction and any similar body if caused
by Tenant's use. If Tenant installs any electrical equipment that overloads the
lines of the Building, Tenant shall, at its own cost and expense, promptly make
whatever changes are necessary to remedy such condition and to comply with all
requirements of the Landlord and the Board of Fire Insurance Underwriters and
any similar body and any governmental authority having jurisdiction thereof.

            Section 12.07 - Fire or Other Casualty. A. Annual Basic Rent and
additional rent shall be apportioned for any month hereunder, in which the
Premises are "substantially damaged". "Substantially damaged" shall mean that
Tenant has ceased operating at the Premises as a result of the damage caused by
the casualty. In the event the Premises shall be damaged or destroyed and the
cost to repair the same shall amount to less than twenty (20%) percent of the
cost of replacement thereof, Landlord shall repair and/or rebuild the Premises.
The Annual Basic Rent and additional rent shall be apportioned until the repairs
are substantially completed. Landlord shall commence rebuilding within one
hundred eighty (180) days after the casualty.

            B. Notwithstanding anything to the contrary contained in the
preceding Paragraph A of this Section or elsewhere in this Lease, Landlord may
terminate this Lease on thirty (30) days notice to Tenant, given within sixty
(60) days after the Premises shall be

                                      -12-
<PAGE>

damaged or destroyed and the cost to repair the same shall amount to twenty
(20%) percent or more of the cost of replacement thereof; the term "cost of
replacement" shall be determined by the company or companies selected by
Landlord insuring Landlord against the casualty in question. In the event
Landlord does not elect to terminate this Lease, Landlord shall commence
rebuilding the Premises within one hundred eighty (180) days after the casualty.
Within sixty (60) days after the date of the casualty if Landlord does not
terminate the Lease, Landlord shall notify the Tenant if it intends to rebuild
and how long it is anticipated the rebuilding will take ("Rebuilding Notice").
In the event the anticipated date for substantial completion of the rebuilding
shall be more than eighteen (18) months from the date of the casualty, the
Tenant shall have the option, to be exercised within thirty (30) days after
receipt of the Rebuilding Notice, to terminate the Lease. Notwithstanding
anything to the contrary set forth herein, in the event the Premises are
substantially damaged during the final twelve (12) months of the Term, Tenant
may cancel the Lease upon thirty (30) days written notice to the Landlord.

            Section 12.08 - Condemnation.

            A. Total or Substantial Partial Condemnation. If the whole of the
Premises shall be taken for any public or any quasi-public use under any statute
or by right of eminent domain, or by private purchase in lieu thereof, then this
Lease shall automatically terminate as of the date that title shall be taken. If
a substantial part of the Premises shall be taken so as to substantially
interfere with the operation of Tenant's business, then Landlord and Tenant
shall each have the right to terminate this Lease on thirty (30) days notice to
the other given within ninety (90) days after the date of such taking. In the
event that this Lease shall terminate or be terminated, the rent shall, if and
as necessary, be equitably adjusted.

            B. Disposition of Proceeds. All compensation awarded for the
Building, land and/or structures, or paid upon such a total or partial taking of
the Premises shall belong to and be the property of Landlord without any
participation by Tenant. Nothing herein shall preclude Tenant from asserting any
claim against the municipality enforcing the condemnation.

                                   ARTICLE 13

            TENANT'S INDEMNIFICATION OF LANDLORD AGAINST LIABILITY

            Section 13.01. Tenant shall indemnify Landlord against all liability
and expense (including reasonable architects' and attorneys' fees) incurred by
Landlord by reason of:

            A. Any action commenced by Tenant (or by Landlord to cure an event
of default as hereinafter defined) on or relating to the Premises, in which
Landlord prevails;

            B. Any use, non-use or maintenance of the Premises;

                                      -13-
<PAGE>

            C. Any negligence of Tenant, or intentional acts by Tenant, its
agents, invitees, congregates, contractors, officers or directors;

            D. Any injury or damage to any person or property occurring on or
about the Premises (including the commencement of an action as a result of such
damage or injury) or adjacent area and it is admitted by Tenant that Landlord
has no liability for any such injury since Tenant has control of the Premises;
or

            E. Any failure by Tenant to pay Annual Basic Rent, additional rent
or to perform any of its obligations under the Lease.

                                   ARTICLE 14

        LANDLORD'S REMEDIES IN EVENT OF TENANT'S DEFAULT OR BANKRUPTCY

            Section 14.01 - Events of Default. Tenant shall be in default of
this Lease if any one or more of the following events (referred to herein as
"events of default") occurs:

            A. Tenant shall default in payment of any installment of Annual
Basic Rent, additional rent or other sums required to be paid by Tenant under
this Lease, and such default continues for ten (10) days after written notice of
such default.

            B. In the observance or performance of any other covenant or
provision of this Lease (other than non-payment of Annual Basic Rent, additional
rent or other sums to be paid under this Lease) and such default continues for
thirty (30) days after notice of such default from Landlord or such longer
period if the default, cannot by its nature, be cured within such thirty (30)
day period and Tenant has commenced curing the same within such thirty (30) day
period and shall diligently and continuously prosecute the same to completion.

            C. Tenant shall make an assignment for the benefit of creditors or
shall assign or sublet, except as permitted hereunder; or

            D. A voluntary petition is filed by Tenant under any laws for the
purpose of adjudication of Tenant as a bankrupt or the extension of time of
payment, composition, arrangement, adjustment, modification, settlement or
satisfaction of the liabilities of Tenant, or the reorganization of Tenant under
the Bankruptcy Act of the United States or any future laws of the United States
having the same general purpose, or receivers appointed for Tenant by reason of
insolvency or alleged insolvency of Tenant; an involuntary petition shall be
filed against Tenant for such relief and shall not be dismissed within sixty
(60) days.

            Section 14.02 - Termination of Lease. Landlord, notwithstanding any
other right or remedy it may have under the Lease, at law or in equity, may, in
the event of Tenant's 


                                      -14-
<PAGE>

material breach of this Lease and its failure to cure as set forth above,
terminate the Lease, by written notice to Tenant setting forth the basis
therefor and effective not less than ten (10) days thereafter, whereupon, upon
such effective date, the Lease shall terminate (with the same effect as if such
date were the date fixed herein for the natural expiration of the Term), Tenant
shall surrender the Premises to Landlord and Tenant shall have no further rights
hereunder, but Tenant shall remain liable as hereinafter provided. In such
event, Landlord may, without further notice, enter the Premises, repossess the
same and dispossess Tenant and all other persons and property therefrom.

            Section 14.03 - Landlord's Damages.

            A. If Landlord so terminates the Lease, Tenant shall pay Landlord,
as damages:

            (i)   Sums equal to the Annual Basic Rent, impositions and
                  additional rent, when the same would have been payable if not
                  for such termination, less any net rents received by Landlord
                  from any reletting, after deducting all costs incurred in
                  connection with such termination and reletting (but Tenant
                  shall not receive any excess of such net rents over such
                  sums). Brokerage fees and reasonable legal fees incurred by
                  the Landlord in reletting the Premises and the costs of
                  repairing or doing construction necessary to subdivide for any
                  new tenant or tenants shall be deemed to be costs incurred in
                  reletting.

            Section 14.04. Landlord may commence actions or proceedings to
recover such damages or installments thereof at any lawful time. No provisions
hereof shall be construed to preclude Landlord's recovery from Tenant of any
other damages to which Landlord is lawfully entitled.

            Section 14.05 - Nonexclusivity. No right or remedy herein conferred
upon Landlord is intended to be exclusive of any other right or remedy herein or
by law provided, but each shall be cumulative and subject to the grace and
notice provisions set forth in this Lease, in addition to every other right or
remedy given herein or now or hereafter existing at law or in equity or by
statute.

            Section 14.06 - Landlord's Right to Perform Tenant's Covenants. If
Tenant shall fail to maintain the Premises or shall fail to make any other
payment or perform any other act which Tenant is obligated to make or perform
under this Lease, and Tenant has not proceeded to diligently cure such failure
to pay or perform after written notice by Landlord to Tenant stating such
nonperformance, then Landlord, after fifteen (15) day written notice to Tenant,
may 


                                      -15-
<PAGE>

perform for the account of Tenant any covenant in the performance of which
Tenant is in default. Tenant shall pay to the Landlord as additional rent, upon
demand, any amount paid by Landlord in the performance of such covenant in any
amount which Landlord shall have paid by reason of failure of Tenant to comply
with any covenant or provision of this Lease, including reasonable amounts of
fees incurred in connection with the prosecution or defense of any proceedings
instituted by reason of default of Tenant, together with interest at the maximum
lawful rate of interest then allowed by the State of Pennsylvania, but not more
than fourteen (14%) percent per annum from the date any outstanding amount is
due until paid by Tenant.

            Section 14.07 - No Waiver. The failure of the Landlord to seek
redress for violation of, or to insist upon the strict performance of any
covenant or condition of this Lease of any of the rules or regulations set forth
or hereafter adopted by Landlord, shall not prevent a subsequent act which would
have originally constituted a violation from having all the force and effect of
an original violation. The receipt by Landlord of rent with knowledge of the
breach of any covenant of this Lease shall not be deemed a waiver of such breach
and no provision of this Lease shall be deemed to have been waived by Landlord
unless such waiver be in writing signed by Landlord. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent herein stipulated
shall be deemed to be other than account of the earliest stipulated rent, nor
shall any endorsement or statement of 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 provided. No
act or thing done by Landlord or Landlord's agents during the Term hereby
demised shall be deemed an acceptance of a surrender of said Premises, and no
agreement to accept such surrender shall be valid unless in writing signed by
Landlord.

            Section 14.08 - Right of Re-Entry. In the event that the termination
of this Lease is the result of any election exercised by Landlord pursuant to
the terms of this Article, the Landlord shall be entitled to the rights,
remedies and damages set forth in this Article and elsewhere in this Lease,
subject to the laws of the State of Pennsylvania. To the extent permitted by
law, Tenant waives any right of re-entry to the Premises.

            Section 14.09 - Confession of Judgment. Upon the occurrence of an
event of default (as defined above) by Tenant under the Lease, Tenant hereby
empowers any prothonotary or any attorney of any court of record within the
United States or elsewhere to appear for Tenant, without declaration filed, and
confess judgment against Tenant in favor of Landlord, its successors or assigns,
as of any Term, for any determined amount to which Landlord would be entitled as
damages under any of the provisions of the Lease, as amended, including also an
attorney's fee for collection of 5% of the total amount of such damages,
together with costs of suit, and Tenant hereby waives all errors, defects and
imperfections in entering said judgment or in any writ, process of proceeding
thereon or thereto or in any way touching or concerning the same and for the
confession and entry of

                                      -16-
<PAGE>

such judgment, the Lease or a true and correct copy thereof shall be sufficient
warrant and authority. The authority and power contained herein shall not be
exhausted by one exercise thereof, but judgment may be confessed as aforesaid
from time to time and as often as there is an occurrence of any event, and
furthermore such authority and power may be exercised during the Term or any
renewal thereof, or after the expiration or earlier termination of the Term
hereof. Tenant understands that following entry of such judgment, Landlord may
levy execution or proceed in any lawful manner Landlord determines to enforce
such judgment. Tenant, with full knowledge of such remedies, waives its rights
to notice thereof, except as specifically provided in the Lease. Tenant
acknowledges that the Lease grants Tenant adequate grace and notice periods and
Tenant accepts such grace and notice provisions as satisfying all of Tenant's
rights including but not limited to its constitutional rights.

            Upon the occurrence of an event of default by Tenant under the
Lease, the expiration of the Term of the Lease or the earlier termination or
surrender hereof as provided in the Lease, it shall be lawful for an attorney to
appear as attorney for Tenant and to confess judgment for the recovery by
Landlord in possession of the Premises, for which the Lease shall be its
sufficient warrant, whereupon, if Landlord so desires, a writ of possession or
other appropriate writ under the Rules of Civil Procedure then in effect may
issue forthwith without any prior writ or proceedings and Tenant, with full
knowledge of such remedies, waives its rights to notice thereof, except as
specifically provided in the Lease. Tenant acknowledges that the Lease grants to
Tenant adequate grace and notice periods and Tenant accepts such grace and
notice provisions as satisfying all of Tenant's rights including but not limited
to its constitutional rights; provided, however, if for any reason after such
action shall have been commenced, the same shall be determined that the
possession of the Premises hereby demised remain in or be restored to Tenant,
Landlord shall have the right for the same default and upon any subsequent
default or defaults, or upon the termination of the Lease under any of the terms
of the Lease to bring one or more further action or actions as hereinbefore set
forth to recover possession of the Premises and confess judgment for the
recovery of possession of the Premises as hereinabove provided.

            In any action for money or possession by confession, Landlord shall
first cause to be filed in such action an affidavit made by it or someone acting
for it, setting forth the facts necessary to authorize the entry of judgment,
and, if a true copy of the Lease (and of the truth of the copy such affidavit
shall be sufficient evidence) be filed in such action, it shall not be necessary
to file the original as a warrant of attorney, any rule of court, custom or
practice to the contrary notwithstanding. Tenant hereby releases to Landlord and
to any and all attorneys who may appear for Tenant all errors in said
proceedings and all liability thereof. Under the Acts of Assembly and Rules of
Civil Procedure, either at the end of the term or earlier termination of the
Lease, Tenant, acknowledging the adequacy of the grace and notice provisions
contained herein,


                                      -17-
<PAGE>

specifically waives any rights to notice required by the Landlord and Tenant Act
of 1951, as amended, and agreed that five days notice shall be sufficient in any
such case.

                                   ARTICLE 15

                            ASSIGNMENT AND SUBLETTING

            Section 15.01. Tenant may not sublet or assign this Lease without
the express written consent of the Landlord which consent will not be
unreasonably withheld. If Tenant wants the Landlord to consider a sublet or
assignment request, it must comply with the following terms and conditions:

            A. Tenant must give the Landlord not less than thirty (30) days
written notice of the proposed sublet or assignment.

            B. The Tenant must not be in violation of any terms of this Lease as
of the date of the request for the sublet or assignment and as of the date the
assignment or sublet is to commence.

            C. Tenant must send a copy of the proposed sublease or assignment
documents to the Landlord with the notice of intention to sublet or assign
together with financial information and bank references about the proposed
assignee or sublessee.

            D. The proposed sublease or assignment must contain the explicit
provision that the Tenant agrees to remain fully liable for all terms and
conditions of the Lease (as a principal and not as a surety) until the Lease
expires or until the sublessee or assignee vacates the Premises, whichever event
occurs later.

            E. Tenant tenders a certified check in the amount of seven hundred
fifty ($750) dollars payable to Landlord for its fees in connection with
reviewing the sublet request or assignment request. Said fee is non-refundable.

            F. Tenant delivers two (2) months of Annual Basic Rent (as of the
date the assignment or sublet is to commence) as rental security if the proposed
assignee or sublessee is not a publicly traded company. Said payment is to be
made with the request for an assignment or sublet. In the event the assignment
or sublet request is denied, this payment shall be returned to the Tenant.

            Section 15.02. Landlord shall, within thirty (30) days after receipt
of the above information, notify Tenant whether it consents to the sublet or
assignment. If Landlord does not notify Tenant within thirty (30) days, consent
shall be deemed granted. In the event Landlord


                                      -18-
<PAGE>


requests additional information concerning the proposed sublessee or assignee,
the thirty (30) day period shall run from the date of the Landlord's request for
additional information.

            Section 15.03. Landlord may in the case of a proposed assignment,
but specifically excluding any sublease or assignment under Section 15.04, at
its option, by notice given within thirty (30) days after receipt of Tenant's
notice given pursuant to Section 15.01A above and Landlord's receipt of the
documents and information required by Section 15.01C above, terminate this Lease
as of the date which shall not be earlier than sixty (60) days after Landlord's
notice to Tenant; provided, however, that upon the termination date as set forth
in Landlord's notice, all of Landlord's and Tenant's obligations relating to the
period after such termination date (but not those relating to the period before
such termination date) shall cease; or in the case of a proposed subleasing of
all or any portion of the Premises, but specifically excluding any sublease or
assignment under Section 15.03, Landlord elects, at its option, by notice given
within fifteen (15) days after receipt of Tenant's notice given pursuant to
Section 15.01A above and Landlord's receipt of the documents and information
required by Section 15.01C above, either to terminate this Lease in its entirety
or as to such portion of the Premises proposed to be sublet, as the case may be,
as of a date which shall not be earlier than the date the sublease was to
commence. If Landlord elects to terminate this Lease in its entirety as
aforesaid upon the termination date as set forth in Landlord's notice, all of
Landlord's and Tenant's obligations relating to the period after such
termination date (but not those relating to the period before such termination
date) shall cease. If Landlord elects to terminate this Lease only as to such
portion of the Premises proposed to be sublet, upon the termination date, as set
forth in Landlord's notice, all of Landlord's and Tenant's obligations as to the
portion of the Premises so terminated relating to the period after such
termination date (but not those relating to the period before such termination
date) shall cease and provided, further, that this Lease shall remain in full
force and effect as to the remainder of the Premises, except that from and after
the termination date, the Annual Basic Rent and additional rent shall be
equitably reduced based on the remaining floor area. Notwithstanding anything to
the contrary set forth above, if Landlord elects to terminate this Lease, Tenant
may withdraw its assignment or sublet request by written notice thereof given to
Landlord within fifteen (15) days of Tenant's receipt of Landlord's election to
terminate and thereupon such termination shall be without force and effect.

            In the case of any assignment or subleasing as to which Landlord may
consent, such consent shall be upon the express and further condition, covenant
and agreement, that Landlord shall be entitled to fifty (50%) percent of the
excess, if any, of (x) all revenue received by Tenant in connection with any
assignment or subleasing (y) less monthly amortization (in accordance with GAAP)
of Tenant's reasonable cost to prepare the Premises for use by the subtenant or
assignee), (z) over the Annual Basic Rent, and additional rent provided in this
Lease after Tenant has recaptured its unamortized costs incurred in improving
the Premises and its brokerage fees and reasonable legal fees incurred in the
sublet or assignment. Any payments due Landlord as aforesaid shall be made
within ten (10) days of receipt of same by Tenant.


                                      -19-
<PAGE>

            Landlord shall not be deemed to be unreasonably withholding its
consent to such proposed assignment or subleasing if in Landlord's reasonable
opinion: (a) the proposed assignee or subtenant is not of a character consistent
with the operation of the Building or does not have a good reputation; or (b)
the assignee or subtenant intends to use the Premises (or parts thereof) for
purposes other than the purpose the Premises may be used as stated in Section
2.01 or uses Hazardous Material; or (c) the proposed assignee or Subtenant does
not possess adequate financial capabilities to perform the tenant or subtenant
obligations (whichever is applicable) as or when due or required; or (d) the
character of the business to be conducted or the proposed use of the Premises by
the proposed subtenant or assignee shall (i) be likely to increase unreimbursed
operating expenses for the Building beyond that which Landlord would incur for
Tenant; (ii) be likely to unreasonably increase the burden on Building systems
or equipment over the burden prior to such proposed subletting or assignment; or
(iii) violate or be likely to violate any provisions or restrictions contained
herein relating to the use or occupancy of the Premises; or (e) there shall be
existing an Event of Default (defined in Section 14.01) at any time on or after
the date the request to sublet or assign is made; or (f) have a business which
competes with or will materially detract from the business of other tenants in
the Building.

            If this Lease be assigned, or if the Premises or any part thereof be
sublet or occupied by anyone other than Tenant, Landlord may upon prior notice
to Tenant at any time and from time to time, collect Annual Basic Rent and
additional rent and all the charges from the assignee, sublessee or occupant and
apply the net amount collected to such sums reserved herein; provided, however,
no such assignment, subletting, occupancy or collection shall be deemed a waiver
of this covenant, or a waiver of the provisions of this Article 15 hereof, or
the acceptance of the assignee, sublessee or occupant as a tenant, or a release
of Tenant from the further performance by Tenant or covenants on the part of the
Tenant herein contained, the Tenant herein named to remain primarily liable
under this Lease.

            The consent by Landlord to an assignment or subletting under any of
the provisions of this Article 15 shall in no way be construed to relieve Tenant
from obtaining the express consent in writing of Landlord to any further
assignment or subletting.

            Section 15.04. Notwithstanding anything to the contrary set forth
above or in this Lease, Tenant shall have the right to sublet, assign or
otherwise transfer its interest in this Lease to any parent or wholly owned
operating subsidiary of Tenant, or wholly owned subsidiary of Tenant's parent,
or to an entity with which Tenant, its parent or subsidiary may merge or
consolidate, or to an entity which is purchasing all of the Tenant's or its
parent's assets, upon sixty (60) days notice to the Landlord. However,
notwithstanding such assignment, transfer or subletting, Tenant shall remain
primarily and fully liable for all of its obligations under this Lease. In the
event of any subletting or assignment pursuant to this Section 15.04, the
assignee or sublessee shall be required to use the Premises for the use set
forth in Article 2.


                                      -20-
<PAGE>

            Section 15.05. In the event Landlord denies the assignment or sublet
request, Tenant's sole remedy shall be to get a declaratory judgment permitting
the assignment or sublet. It is agreed by and between the parties that in the
event permission to assign or sublet is denied, Tenant shall not be entitled to
monetary damages or to an abatement of Annual Basic Rent or additional rent even
if Tenant obtains a declaratory judgment compelling the Landlord to consent to
the assignment or sublet request.

                                   ARTICLE 16

              SUBORDINATION OF LEASE TO MORTGAGES ON THE PREMISES

            Section 16.01 - Subordination. The Lease shall be subject and
subordinate to any mortgage on the Premises ("Mortgage") and any renewal,
replacement, extension or consolidation thereof, provided Landlord makes a good
faith effort to obtain a commercially reasonable non-disturbance agreement from
any such mortgage holder. In the event any mortgagee requests Tenant to execute
a subordination agreement in conjunction with or which contains a commercially
reasonable non-disturbance provision, Tenant shall execute such document within
fifteen (15) business days after it is presented to the Tenant. Landlord
represents that as of the Commencement Date there is no mortgage encumbering the
Premises.

            Section 16.02 - Attornment Agreement. This Article shall be
self-operative but Tenant shall promptly, upon Landlord's request, execute and
deliver proper instruments subordinating the Lease to the Mortgage, agreeing to
attorn to the Mortgagee (at the Mortgagee's request) in the event the Mortgagee,
by foreclosure or otherwise, terminates Landlord's interest in the Premises and
agreeing further to notify the Mortgagee of any default by Landlord hereunder
and afford the Mortgagee reasonable opportunity to remedy such default should it
wish to do so.

                                   ARTICLE 17

                           EXONERATION OF INDIVIDUALS

            Section 17.01 - Exoneration. If the Landlord or any successor in
interest shall be an individual, joint venture, tenancy in common, firm or
partnership, general or limited, there shall be no personal liability on such
individual or on any member of such joint venture, tenancy in common, firm or
partnership or on such joint venture, tenancy in common, firm or partnership in
respect to any of the covenants or conditions of this Lease. The Tenant shall
look solely to the equity of the Landlord in the Premises for satisfaction of
the remedies of the Tenant in the event of a breach by the Landlord of any of
the covenants or conditions of this Lease and no other property or assets of
Landlord shall be subject to levy, execution or other enforcement procedure for
the satisfaction of Tenant's remedies in the event of a breach or violation by


                                      -21-
<PAGE>

Landlord of any of the terms of this Lease or any other liability which the
Landlord might have to the Tenant.

                                   ARTICLE 18

                                     NOTICES

            Section 18.01 - Notices. All notices, demands and requests which may
or are required to be given by either party to the other shall be in writing.
All notices, demands and requests by the Landlord to the Tenant shall be sent by
United States Certified Mail, (return receipt requested is optional), postage
prepaid, addressed to the Tenant at 91 Michigan Avenue, Patterson, New Jersey or
at such other place as the Tenant may from time to time designate in a written
notice to the Landlord. All notices, demands and requests by the Tenant to the
Landlord shall be sent by United States Certified Mail, postage prepaid, return
receipt requested, addressed to the Landlord at the address shown on the first
page of this Lease or at such other place as the Landlord may from time to time
designate in a written notice to the Tenant. Notices, demands and requests which
shall be served upon the Landlord or the Tenant in the manner aforesaid shall be
deemed sufficiently served or given for all purposes hereunder two (2) days
after such notice, demand or request shall be mailed. Notices on behalf of the
Landlord may be signed by Gary A. Kreinik as attorney, with the same force and
effect as if signed by the Landlord. The time requirements for notices required
by this Lease shall be the longer of the time set forth in this Lease or the
time required by law.

                                   ARTICLE 19

                                   ACCEPTANCE

            Section 19.01 - Acceptance. Except as specifically set forth in this
Lease, neither the Landlord nor its agents have made any representations with
respect to the Building, the land upon which it is erected except as expressly
set forth herein and no rights, easements, or licenses are acquired by the
Tenant by this Lease. The taking of possession of the leased property by the
Tenant shall be conclusive evidence that the Tenant will have accepted the same
"as is" at the time of the commencement of the Term. In no event shall the
Landlord be liable for any defect, latent or otherwise, in such property or for
any limitation on its use. The Landlord represents that the Premises are zoned
for Tenant's use as defined in Article 2.

                                   ARTICLE 20

                   QUIET ENJOYMENT - CONVEYANCE BY LANDLORD

            Section 20.01 - Quiet Enjoyment. Tenant, upon paying the rent and
all additional rent and other charges herein provided for and performing all
covenants and conditions of this


                                      -22-
<PAGE>

Lease, on its part to be performed, shall quietly have and enjoy the Premises
during the term, without hindrance or molestation by Landlord or any other
person claiming through Landlord.

            Section 20.02 - Conveyance by Landlord. If Landlord shall convey the
Premises, all liabilities and obligations on the part of Landlord under this
Lease accruing subsequent to such transfer shall terminate upon such conveyance
and thereafter all such liabilities and obligations shall be the liabilities and
obligations of such transferee and shall be binding upon such transferee of the
Premises.

                                   ARTICLE 21

                              ESTOPPEL CERTIFICATE

            Section 21.01 - Estoppel Certificate. Within ten (10) days after the
request therefrom by Landlord, or if on a sale, assignment or hypothecation by
Landlord of its interest in the Premises, or any part thereof, an estoppel
certificate shall be required from Tenant and Tenant shall deliver, in
recordable form, a certificate to any proposed mortgagee or purchaser, or to
Landlord, certifying if such can be the case that this Lease is in full force
and effect, the date of Tenant's most recent payment of rent, and that there are
no defenses or offsets outstanding, or stating those claimed by Tenant. Tenant's
failure to deliver said statements shall be conclusive upon Tenant that (1) this
Lease is in full force and effect without modification except as may be
represented by Landlord, (2) there are no uncured defaults in Landlord's
performance and Tenant has no right of offset, counterclaim or deduction, and
(3) that no more than one (1) month's rent has been paid in advance.

                                   ARTICLE 22

                              NO ABATEMENT OF RENT

            Section 22.01 - No Abatement of Rent. Except as otherwise
specifically provided in this Lease, there shall be no abatement, diminution or
deduction of rent charges or other compensation due to the Landlord by the
Tenant or any person claiming under it, under any circumstances including but
not limited to the complete or partial destruction of the Building or any
inconveniences, discomfort, interruption of business or otherwise caused by a
taking or destruction of the Premises except as otherwise specifically provided
herein.

                                   ARTICLE 23

                                    SURRENDER

            Section 23.01. On the last day or sooner termination of the Lease,
Tenant shall quit and surrender the Premises broom-clean, in good condition and
repair, exclusive of all


                                      -23-
<PAGE>

alterations, additions and improvements which may have been made in, on, or to
the Premises (including, but not limited to, replacement of any walls which were
removed and removal of any partitions or walls installed), movable furniture or
unattached movable trade fixtures normal wear and tear excepted. If the Premises
are not surrendered as and when aforesaid, Tenant shall indemnify Landlord
against loss or liability resulting from the delay by Tenant in so surrendering
the Premises including, without limitation, any claims made by any succeeding
occupant founded on such delay if Tenant is notified in writing that such delay
will give rise to liability. Tenant's obligations under this section shall
survive the expiration or sooner termination of the Term. In the event Tenant
remains in possession of the Premises after the expiration of the Term created
hereunder, and without the execution of a new lease, Tenant, shall be deemed to
be holding over and the rate of use and occupation shall be equal to two (2x)
times the monthly payment of Annual Basic Rent payable for the last month of the
Term or any renewal thereof plus the additional rent as calculated on a month by
month basis.

            Section 23.02. Any property left at the Premises by the Tenant at
the expiration of the Term or, when Tenant abandons the Premises, shall be
deemed abandoned. Landlord may sell or dispose of said property in any manner it
deems appropriate. Any costs of disposal incurred by Landlord shall be paid by
Tenant. This obligation shall survive termination of the Lease.

                                   ARTICLE 24

                                  MISCELLANEOUS

            Section 24.01. Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option to Lease, and
it is not effective as a Lease or otherwise until execution and delivery by both
Landlord and Tenant.

            Section 24.02 - Applicable Law. This Lease shall be governed by and
construed in accordance with the laws of the State of Pennsylvania and shall be
deemed to have been created by both parties.

            Section 24.03 - Broker. Tenant warrants and represents that it has
dealt with no realtors, brokers or agents in connection with the negotiation of
this Lease and the renting of the Premises other than Julius Feinblum and Mike
Ullian ("Broker"). Landlord shall be responsible for paying the Broker. Should
any claims be made for brokerage commissions through or on account of dealings
of Tenant or its agents or representatives with anyone other than Broker, Tenant
shall indemnify, defend and hold Landlord harmless against any liability in
connection therewith.

            Section 24.04 - Jury Trial. Anything herein contained to the
contrary notwithstanding, the Tenant agrees and does hereby waive trial by jury
in any action, proceeding


                                      -24-
<PAGE>

or counterclaim brought by either of the parties hereto against the other on any
matter whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant and/or Tenant's use or occupancy of the
Premises. This waiver of trial by jury is subject to the laws of the State of
Pennsylvania. If such waiver is illegal or void, then and in that event this
paragraph shall have no force and effect and shall be deemed deleted from this
Lease.

            Section 24.05 - Counterclaim, Etc. Anything herein contained to the
contrary notwithstanding, in any action or summary proceeding brought for the
collection of any of the rent or additional rent provided for herein or for the
non-payment thereof to the Landlord, or for any proceeding or action wherein
Tenant has violated the terms of this Lease, the Tenant hereby waives and agrees
not to introduce any non-compulsory counterclaims which the Tenant now has or
hereafter may have. The Tenant, however, shall have the right to litigate any
such claim in a separate independent action. Moreover, Tenant shall not assert
as an affirmative defense, in any summary proceedings commenced by the Landlord,
any claim which is based on Landlord's alleged negligence. Subject to the terms
of this Lease, Tenant may assert any negligence claims against Landlord in a
plenary action brought against Landlord.

            Section 24.06 - Savings Clause. It is the desire and intent of the
parties that the provisions of this Lease shall be enforced to the fullest
extent permitted by law. Accordingly, the invalidity or unenforceability of any
provision of this Lease shall not affect the validity or enforceability of any
other provision of this Lease, which shall remain in full force and effect, nor
shall the invalidity or unenforceability of any portion of any provision of this
Lease affect the validity or enforceability of the balance of such provisions.

            24.07 - Signage. Tenant may install such signage on the exterior of
the Premises as is permitted by law. Any such signs shall be installed in
accordance with all applicable laws, rules and regulations and such signage must
not interfere with access or visibility of the other tenant's display windows or
entrance and shall not be placed on the other tenant's portion of the Building.
Tenant may, to the extent available and as permitted by law, install its sign on
any existing pylon sign at the Building or install a sign on the parapet wall.
Any such use of the pylon sign or sign on the parapet wall must not interfere
with the other tenant's use of the pylon sign or interfere with the other
Tenant's use of the Building. Landlord makes no representation that any signage
may be placed at the Premises or on the pylon. At Landlord's request, given at
any time up to thirty (30) days after expiration of the Term, Tenant shall
remove, at its own cost and expense, any signage which it installed at the
Premises.

            24.08 - Condition of the Premises. At the commencement of the Term
the Premises shall be delivered free of hazardous and toxic materials including,
but not limited to, asbestos. The electrical, plumbing and HVAC systems shall be
in working order and the roof shall be free of leaks. Moreover, Landlord shall
perform the work set forth on Exhibit "A" attached hereto. The work shall be
completed on or before December 31, 1996. Landlord


                                      -25-
<PAGE>

represents that to his actual knowledge there are no violations of record filed
against the Premises. The HVAC unit at the premises serves only the Premises and
no other tenant at the Building.

            24.09 - Exclusivity. Landlord will not lease a portion of the
Building to a business whose primary business is the sale of laminated youth and
adult bedroom sets. Notwithstanding the following, Landlord may Lease a portion
of the Building to a furniture store or mattress/bed store so long as their
primary business is not the sale of youth and adult bedroom sets. Landlord will
not lease the Premises to a business whose primary business is the sale of
X-rated adult videos.

            IN WITNESS WHEREOF the Landlord and Tenant have caused these
presents to be signed by their duly authorized agent on the day and year first
above written.

WITNESS:                               PITROCK REALTY CORP., Landlord



/s/ Gary A. Kreinik                    By: /s/ Norman P. Rappaport
-------------------                        -----------------------
                                           Norman P. Rappaport, President

WITNESS:                               ROOM PLUS, INC.



/s/ Mary M. Martin                     By: /s/ Marc Zucker
------------------                         ---------------
                                           Marc Zucker, Chairman


                  Corporation Resolution to be provided by Tenant together with
                  appropriate acknowledgment page.


                                      -26-
<PAGE>

                                   EXHIBIT "A"

                                 Landlord's Work


Landlord shall perform the following work at the Premises:

1.    Fix all damaged glass.

2.    Repair any window frames (mullions to be cleaned). 

3.    Replace existing floor saddles.

4.    Demolish small backroom at Premises, or, at Tenant's option, Tenant may
      demolish the back room and it shall be entitled to a credit against Annual
      Basic Rent in an amount of the cost of demolition or $750.00, whichever
      amount is less.

5.    Soffits repaired. 

6.    Fascia material repaired.

7.    Exterior lighting on facade of soffit to be repaired (Tenant to repair,
      Landlord to reimburse Tenant up to $350).