Exhibit 10.1

         THIS LEASE, dated the ___ day of September, 2000, between 1413 Chestnut
Street   Partnership,   501  Watchung  Avenue,   Watchung,   New  Jersey  07060,
(hereinafter  designated as "Landlord"),  and Vidikron of America, Inc., 150 Bay
Street,  8th Floor,  Jersey  City,  New Jersey  07302,  (hereinafter  designated
"Tenant").

                              W I T N E S S E T H:


                                    ARTICLE I
                               Demise and Premises
                              ---------------------

         Section 1.01 Demise  and  Premises. Landlord does  hereby   demise  and
                      ----------------------
lease to  Tenant,  and  Tenant  does  hereby  take and hire from  Landlord,  the
premises  described as follows:  1413  Chestnut  Avenue,  Hillside,  New Jersey,
previously occupied by ATW Trading Corporation, Inc.

         TO HAVE AND TO HOLD from the Term, as defined  herein,  and  subject to
the terms, covenants and conditions herein contained, which each of the  parties
hereto expressly covenants and agrees to keep, perform and observe.

                                   ARTICLE II
                                      Term
                                      ----

         Section 2.01 Term. The term of this Lease (herein the "Term") shall be
                      -----
for a period of five (5) years  commencing  November  1, 2000,  and  expiring on
October 31, 2005.

                                  ARTICLE III
                                Rent and Payment
                                ----------------

         Section 3.01 Rent During Term ("Basic Rent").  Landlord  reserves   and
                      ------------------------------
Tenant covenants to pay to Landlord,  without demand or notice,  and without any
set-off or deduction, a net basic rental (herein the "Basic Rent") as follows:

         For the period November 1, 2000 to October 31, 2001, the  annual  basic
rental  shall be SEVENTY  THREE  THOUSAND  ONE  HUNDRED  TWENTY-FIVE  AND 00/100
($73,125.00)  DOLLARS,  payable in equal  monthly  installments  of SIX THOUSAND
NINETY-THREE AND 75/100 ($6,093.75) DOLLARS.

         For the period November 1, 2001 to October 31, 2002, the  annual  basic
rental shall be SEVENTY EIGHT THOUSAND AND 00/100 ($78,000.00) DOLLARS,  payable
in  equal  monthly   installments  of  SIX  THOUSAND  FIVE  HUNDRED  AND  00/100
($6,500.00) DOLLARS.

         For the period November 1, 2002 to October 31, 2003, the  annual  basic
rental  shall be  EIGHTY  TWO  THOUSAND  EIGHT  HUNDRED  SEVENTY-FM  AND  00/100
($82,875.00) DOLLARS, payable in equal monthly installments of SIX THOUSAND NINE
HUNDRED SIX AND 25/100 ($6,906.25) DOLLARS.

         For the period November 1, 2003 to October 31, 2004, the  annual  basic
rental  shall  be  EIGHTY  SEVEN   THOUSAND   SEVEN  HUNDRED  FIFTY  AND  00/100
($87,750.00)  DOLLARS,  payable in equal monthly  installments of SEVEN THOUSAND
THREE HUNDRED TWELVE AND 50/100 ($7,312.50) DOLLARS.

<PAGE>

         For the period November 1, 2004 to October 31, 2005, the  annual  basic
rental  shall  be  NINETY  TWO  THOUSAND  SIX  HUNDRED  TWENTY-FIVE  AND  00/100
($92,625.00)  DOLLARS,  payable in equal monthly  installments of SEVEN THOUSAND
SEVEN HUNDRED EIGHTEEN AND 75/100 ($7,718.67) DOLLARS.

         Section 3.02 Payment of Rent. The  Basic  Rent and all additional rents
                      ---------------
and moneys  payable  to  Landlord  under  this Lease  shall be paid at the above
address of Landlord  or at such other  address as may be  specified  by Landlord
from time to time by notice given to Tenant.  Said rent shall be due and payable
on or before the first (1st) of each and every  month  during the entire term of
this Lease Agreement.

         Additional  rentals required by the Lease may be paid by Tenant, at the
Landlord's option, in monthly  installments in such amounts as are estimated and
billed by Landlord at the beginning of a twelve (12) month period commencing and
ending on dates designated by Landlord,  each such installment  being due on the
first (1st) day of each month.

                                   ARTICLE IV
                              Taxes and Impositions
                              ---------------------

         Section 4.01 Real Estate Taxes and Impositions.   As   additional  rent
                      ---------------------------------
hereunder,  Tenant shall reimburse to Landlord upon demand or in accordance with
Section 4.03 hereinbelow,  at the Landlord's option, Tenant's Pro Rata Share (as
defined  hereafter)  of the Real  Property  Taxes (as defined  hereinbelow)  and
assessments (whether special, for improvements or otherwise) levied and assessed
against the land and building owned by the Landlord of which the Premises form a
part.

         Section 4.02 Definition. The term "Real Property Taxes" means all  real
                     -----------
property  taxes  currently in  existence on the land and  buildings of which the
Premises are part,  together with any and all taxes or imposts which may at some
future  time  be  levied  by  any  governmental   entity  in  total  or  partial
substitution  for current real property taxes,  including,  without limiting the
generality  thereof,  personal  property  taxes,  rental  gross  receipt  taxes,
leasehold improvement taxes, use and occupancy taxes and excise taxes.

         Section 4.03 Payment. Upon notice by the Landlord, Tenant shall deposit
                      -------
monthly,  at the same time and place as the  payment  of Basic  Rent,  an amount
equal to one-twelfth  (1/12) of the Landlord's  reasonable  estimate of Tenant's
Pro Rata Share of the annual Real  Property  Taxes and  assessments  for the tax
fiscal year. Any  overpayment of the Tenant's Pro Rata Share of such increase in
Real Property Taxes and assessments for any tax fiscal year shall be credited to
rent thereafter due and payable, and any balance of such increase not covered by
the  monthly  deposits  shall be paid by the Tenant  within ten (10) days of the
Landlord's  demand therefor.  Any interest earned on the escrow deposits payable
hereunder  shall be and remain the  property  of the  Landlord.  Notwithstanding
anything to the contrary  contained herein or elsewhere in this Lease, if at any
time the taxing  authority  shall  direct  payment  from the  Landlord for taxes
and/or assessments in advance of presently  established due dates,  Tenant shall
be required to make its payments to Landlord called for hereunder in a manner so
as to permit Landlord to comply with any such directives.

                                       2
<PAGE>

         Section 4.04 Apportionment During First and Last Year of Term. The
                      -------------------------------------------------
amount of Real  Property  Taxes and  assessments  payable  by Tenant  during any
partial calendar year during the Term shall be apportioned  between Landlord and
Tenant in accordance with the portion of the tax year within the Term.

                                    ARTICLE V
                                    Insurance
                                    ---------

         Section 5.01 Tenant's Insurance.  Throughout the Term Tenant shall:
                       ------------------

         a. Obtain  and  maintain  in  force  Worker's Compensation Insurance as
required by law;

         b. Maintain Public Liability Insurance  (issued by an insurance company
licensed to do business in New Jersey and  reasonably  acceptable  to  Landlord)
covering the Premises in minimum limits of TWO MILLION  DOLLARS  ($2,000,000.00)
per accident or  occurrence  for Personal  Liability  and FIVE HUNDRED  THOUSAND
DOLLARS  ($500,000.00)  for Property  Damage which insurance shall name Landlord
and the  holder(s)  of any  mortgage(s)  affecting  the  Premises as  additional
assured thereunder, and

         c. Maintain Fire and Extended  Coverage on Tenant's  personal  property
on the  Premises  and on any  leasehold  improvements  which may be placed on or
affixed to the Premises by Tenant.

         Section 5.02 Policies.  Tenant  shall  at  all  times  during  the Term
                      --------
maintain  in full  force  and  effect  and on  deposit  at  Landlord's  office a
Certificate  of  Insurance  or a  duplicate  original of the  insurance  policy,
together with evidence of payment of premium. Any such policy shall provide that
it shall not be cancelable  without at least ten (10) days' prior written notice
to Landlord.  If Tenant shall default in maintaining  such  insurance,  Landlord
may, at its option and without  waiving any of  Landlord's  right  hereunder  or
releasing  Tenant from any obligation  hereunder,  procure such  insurance,  and
Tenant shall, on demand,  reimburse  Landlord,  as additional rent, for the cost
thereof with interest at the Lease Interest Rate (as hereinafter defined).

         Section 5.03 Landlord's Insurance.  Landlord  shall  maintain  fire and
                      --------------------
extended  coverage,  general liability  insurance and any and all other types of
insurance,  which  in the  Landlord's  reasonable  judgment,  is  necessary  and
appropriate for Landlord's  ownership and operation of the building of which the
Premises are a part.  Tenant shall not keep  anything in the Premises  except as
now or hereafter  permitted by the Fire Department,  Board of Fire Underwriters,
Fire Insurance Rating Organization or other authority having jurisdiction Tenant
shall pay to the  Landlord as  additional  rent,  within ten (10) days of demand
therefore,  its Pro Rata Share of the  amounts of  insurance  premiums,  and any
expenses  related  thereto,  payable  by the  Landlord.  Tenant  shall  pay,  as
additional rent, all costs,  expenses,  fines, penalties or damages which may be
imposed upon the  Landlord by reason of the Tenant's  failure to comply with the
provisions of this Section 5.03.

                                       3
<PAGE>

         Section 5.04 Right of Termination.  If  Landlord  shall  be  unable  to
                      --------------------
procure  fire and  extended  coverage  insurance  because of Tenant's use of the
Premises,  Landlord  shall have the right to  terminate  this Lease upon written
notice to Tenant specifying the reason for such termination,  and the rent shall
be adjusted  between the parties hereto as of the date of termination  specified
in such notice.

         Section 5.05 Waiver of Subrogation.  Landlord  hereby  releases  Tenant
                      ---------------------
from  liability for damage or destruction to the land and buildings of which the
Premises are part, and Tenant hereby releases  Landlord for liability for damage
or  destruction  to any of its  personal  property  or  leasehold  improvements,
provided,  however,  that such  releases  shall be in force and  effect  only in
respect of damage or destruction  covered by standard policies of fire insurance
with extended coverage (as maintained by the Tenant or Landlord pursuant to this
Lease),  and such  waivers  shall be in effect  solely to the extent of proceeds
under any said  policy.  Tenant and  Landlord  shall each cause any  policies of
insurance  maintained  by it with  respect  to the  Premises  and  the  personal
property  contained  therein  or  appurtenant  thereto  and with  respect to the
building of which the Premises  form a part, to contain a waiver by the insurers
of any rights of subrogation.

                                   ARTICLE VI
                                Lien of Landlord
                                ----------------

         Section 6.01 Lien of Landlord.  Landlord  is  hereby granted a lien, in
                      ----------------
addition  to any  statutory  lien or right to  distrain  that may exist,  on all
property of Tenant in or upon the  Premises,  to secure  payment of the rent and
performance of the covenants and  conditions of this Lease.  Such lien is agreed
to constitute a security interest and this Lease a Security Agreement within the
meaning  of Article 9 of the  Uniform  Commercial  Code of New Jersey  (N.J.S.A.
12A:9-101 et seq.),  filed with  appropriate  governmental  agencies as evidence
thereof, together with continuation thereto.

         Section 6.02 Enforcement of Lien Rights. Upon default by Tenant beyond
                      --------------------------
any grace  period to cure  same,  Landlord  shall  have the  right,  as agent of
Tenant, to take possession of any furniture, fixtures or other personal property
of Tenant found in or about the Premises, and sell the same at public or private
sale and to apply the proceeds thereof to the payment of any moneys becoming due
under the Lease,  the Tenant  hereby  waiving the benefit of all laws  exempting
property from execution, levy and sale on distress or judgment. Tenant agrees to
pay, as additional  rent,  all  reasonable  attorney's  fees and other  expenses
incurred by Landlord in enforcing its lien given above.

                                  ARTICLE VII
                                Mechanic's Liens
                                ----------------

         Section 7.01 Mechanic's Liens Prohibited. Tenant shall not suffer any
                      ---------------------------
mechanic's notice of intention or lien claim to be filed against the Premises by
reason of work,  labor,  services or  materials  performed  for or  furnished to
Tenant or to anyone holding the Premises, or any part thereof,  through or under
Tenant.

                                       4
<PAGE>

         Section 7.02 Landlord's Remedy for Tenant's Breach.  If  Tenant   shall
                      -------------------------------------
fail to remove or discharge any aforesaid mechanic's notice of intention or lien
claim within fourteen (14) days after notice of knowledge of the filing of same,
then in addition  to all other  rights of  Landlord  hereunder  or by law upon a
default by Tenant, Landlord may, at its option, procure the removal or discharge
of same. Any amount paid by Landlord for such purpose,  including all reasonable
attorney's fees and other expenses  therefor,  together with interest thereon at
the Lease Interest Rate (as hereinafter  defined),  shall become due and payable
from Tenant to Landlord as additional rent, and in the event of Tenant's failure
to pay therefor  within fifteen (15) days after demand,  the same shall be added
to and be due and payable with the next month's rent.

                                  ARTICLE VIII
                                   Alterations

         Section 8.01 Alterations.  Tenant  shall  make  no changes in or to the
                      -----------
Premises  without  Landlord's prior written consent Subject to the prior written
consent of Landlord,  and to the  provisions  of this  Article,  Tenant may make
alterations,  installations,  additions or improvements which are non-structural
and which do not affect utility services or plumbing and electrical lines, in or
to the interior of the Premises by using contractors or mechanics first approved
in writing by Landlord.  All fixtures,  all  electrical  items and all paneling,
partitions,  railings and like  installations,  installed in the Premises at any
time,  either by Tenant or by  Landlord  in Tenant's  behalf,  shall  become the
property of Landlord and shall remain upon and be surrendered  with the Premises
unless Landlord, by notice to Tenant no later than thirty (30) days prior to the
date fixed as the  termination of this Lease or before sixty (60) days after the
expiration of this Lease,  elects to have them removed by Tenant, in which event
the same shall be removed from the Premises by Tenant forthwith. Nothing in this
Article shall be construed to prevent  Tenant's  removal of trade fixtures,  but
upon  removal of any such trade  fixtures  from the  Premises or upon removal of
other installations as may be required by the Landlord, Tenant shall immediately
and at its expense  repair and restore the  Premises to the  condition  existing
prior to  installation,  and shall  repair  any  damage to the  Premises  or the
building due to such removal.  All property  permitted or required to be removed
by  Tenant  at the end of the Term  remaining  in the  Premises  after  Tenant's
removal shall be deemed  abandoned and may, at the election of Landlord,  either
be  retained  as  Landlord's  Property  or may be removed  from the  Premises by
Landlord at Tenant's expense,  which right of Landlord shall survive  expiration
of  this  Lease.  Tenant  shall,  before  making  any  alterations,  additional,
installation or improvements,  obtain all permits,  approvals,  and certificates
required by any governmental or quasi-governmental  bodies and (upon completion)
certificates of final approval thereof and shall promptly deliver  duplicates of
all such permits,  approvals and certificates to Landlord;  and Tenant agrees to
carry such  Worker's  Compensation,  General  Liability,  Personal  and Property
Damage Insurance as Landlord may reasonably  require Tenant agrees to obtain and
deliver to Landlord,  written and unconditional waivers of mechanic's liens upon
the real  property in which the Premises are  located,  for all work,  labor and
services to be performed and  materials to be furnished in connection  with such
work,  signed by all  contractors,  sub-contractors,  and  laborers  who  become
involved in such work. The work shall be done in a good and  workmanlike  manner
and in compliance  with all applicable  laws,  ordinances,  codes,  governmental
rules,  regulations and requirements,  and in accordance with the standards,  if
any, of the Board of Fire Underwriters,  or other  organizations  exercising the
functions of a board of fire underwriters the jurisdiction of which includes the
Premises.
                                       5
<PAGE>

                                   ARTICLE IX
                                     Repairs
                                     -------

         Section 9.01 Repairs.  Landlord  shall,  upon  reasonable  notice  from
                      -------
Tenant,  make the necessary  structural  repairs to the exterior walls,  and any
load bearing interior walls and shall keep in good order, condition,  and repair
the  exterior  foundations,  and roof of the  building  containing  the  Demised
Premises (such  obligation not to include all windows,  and all operating  parts
such as overhead ducts or fans or skylights).  Except for the above and for what
may  otherwise  be  specifically  provided  for in this Lease,  Tenant  shall be
responsible for  maintenance  and repairs of and to the Premises,  including but
not limited to the  following  responsibilities:  Tenant shall take good care of
the Premises and the  fixtures,  appurtenances  and systems in or affecting  the
Premises including (but not limited to) plumbing,  sewers, gutters,  downspouts,
doors, painting, windows,  electrical,  heating, sprinkler and air conditioning,
if any,  and shall make all  repairs  thereto  or replace as and when  needed to
preserve  them in good  working  order and  condition,  and shall  maintain  the
Premises  in a clean,  neat  condition,  and  Landlord,  at its  option.,  shall
maintain the parking area and other outside portions of the Premises,  including
but not limited to landscaping,  paving repairs,  sidewalk repairs all necessary
removal  of snow,  ice and  debris,  and  maintenance  of lawns,  shrubbery  and
entranceways and Tenant shall pay its Pro Rata of same.  Tenant shall not permit
or suffer the Premises to fall to such low  temperature  as would cause freezing
of the water lines or sprinkler servicing the Premises;  and, in default hereof,
Tenant  shall  promptly  effect and pay for all repairs the need for which shall
arise from such freezing, and shall hold Landlord harmless from any loss, damage
or liability caused by or arising out of such freezing. Notwithstanding anything
above to the contrary, all damage or injury to the Premises or to any other part
of said  building,  or to its  fixtures,  equipment and  appurtenances,  whether
requiring  structural  or  non-structural  repairs  caused by or resulting  from
carelessness,  omission,  neglect or improper  conduct of Tenant,  its servants,
employees,  invitees or licensees,  shall be repaired  promptly by Tenant at its
sole costs and  expense,  to the  reasonable  satisfaction  of  Landlord  and in
accordance with Section 8.01 hereinabove. Tenant shall also repair all damage to
the Premises  and to the Building of which the Premises are part,  caused by the
moving of Tenant's fixtures,  furniture or equipment.  All the aforesaid repairs
shall  be  of  quality  or  class  at  least  equal  to  the  original  work  or
construction. Any repair which Tenant is obligated to make hereunder may be made
by Landlord,  at Landlord's sole option,  without any prior notice to Tenant (in
which event  Landlord  shall not be liable for any injury to persons,  damage to
property or loss of business  arising out of the making of such  repairs) but at
the sole  expense of Tenant,  and the  expenses  thereof  incurred  by  Landlord
(together  with interest at the Lease  Interest  Rate, as  hereinafter  defined)
shall be collectible as additional rent with ten (10) days of demand  therefore.
There shall be no allowance  to Tenant for a  diminution  of rental value and no
liability  on the part of  Landlord  by reason of  inconvenience,  annoyance  or
injury to  business  arising  from the making or  failing  to make by  Landlord,
Tenant or others, of any repairs,  alterations,  additions or improvements in or
to the fixtures, appurtenances or equipment thereof.

                                       6
<PAGE>

                                   ARTICLE X
                               Damage to Premises
                              --------------------

         Section 10.01 Notice.  If  the  Premises  or  any part thereof shall be
                       ------
damaged by fire or other casualty, Tenant shall give immediate notice thereof to
Landlord,  and this Lease  shall  continue  in full  force and effect  except as
hereinafter set forth.

         Section 10.02 Partial Damage. Subject to Section 10.03 hereinbelow,  if
                       --------------
Premises  are  partially  damaged or rendered  partially  unusable by fire,  the
damages  thereto  shall be repaired by Tenant  with all  reasonable  expedition,
subject to delays due to adjustment of insurance.

         Section 10.03 Substantial Damage.  If  the  Premises  are substantially
                       ------------------
damaged or rendered  wholly unusable or (whether or not the Premises are damaged
in whole or in part) if the  building of which the Premises are part shall be so
damaged as, in Landlord's reasonable judgment, practically to require demolition
or  rebuilding  thereof,  then,  in any of such  events,  Landlord  may elect to
terminate  this Lease by written  notice to Tenant given within ninety (90) days
after such fire or casualty  specifying a date for the expiration of this Lease,
which  date  shall not be more than  sixty  (60) days  after the  giving of such
notice,  and upon the date  specified  in such  notice the Term shall  expire as
fully and  completely  as if such  date  were the date set  forth  above for the
expiration of this Lease, and Tenant shall forthwith quit,  surrender and vacate
the Premises,  without  prejudice,  however,  to Landlord's  rights and remedies
against  Tenant  under  provisions  of  this  Lease  in  effect  prior  to  such
termination,  and any rent owing shall be paid up to such date, and any payments
of rent made by Tenant  which were on account of any period  subsequent  to such
date shall be  returned to Tenant.  Unless  Landlord  shall serve a  termination
notice as provided for herein,  Landlord shall make the repairs and restorations
with all reasonable  expedition subject to delays due to adjustment of insurance
claims,  labor  troubles and causes beyond  Landlord's  control,  and this Lease
shall continue in full force and effect. It is understood that there shall be no
abatement of rent for any period of time during which the Premises shall be in a
damaged  condition,  whether or not the  Premises  shall be  partially or wholly
unusable.

         Section 10.04 Tenant's Property. Tenant acknowledges that Landlord will
                       -----------------
not carry insurance on Tenant's  furniture and/or furnishings or any fixtures or
equipment,  improvements  or  appurtenances  removable by Tenant and agrees that
Landlord will not be obligated to repair any damage thereto or replace same.

         Section 10.05 Mortgages.   It   is  understood  and  agreed  that   the
                       ---------
provisions  of  this  Article  X are  subject  to the  rights  of  mortgages  of
Landlord's interest in the land and buildings of which the Premises are part.

                                   ARTICLE XI
                                 Eminent Domain
                                 --------------

         Section 11.01 Total Taking. In the event that any public authority or
                       ------------
agency  holding the power of eminent  domain under  applicable  law shall at any
time during the Term condemn,  or acquire title in lieu of condemnation  to, all
or substantially  all of the Premises,  this Lease shall terminate and expire as
of the date upon which title shall vest in such authority,  and Tenant shall pay
rent only to the time of such vesting of title.

                                       7
<PAGE>

         Section 11.02 Partial Taking.  If  there shall be only a partial taking
                       --------------
or condemnation as aforesaid totaling one-third (1/3) or less of the building of
which the Premises are part and which shall not  substantially  prevent Tenant's
use of the Premises for purposes of its  business,  this Lease shall  thereafter
continue as to the untaken  part and Tenant  shall be entitled to a reduction in
the Basic Rent in such  proportion as Landlord  shall  reasonably  deem fair and
equitable.

         Section 11.03 Restoration by Landlord. If there shall be partial taking
                       -----------------------
and this Lease shall continue as to the remaining part of the Premises, Landlord
at its own expense and as promptly as practicable,  shall restore such remaining
part as nearly as may be  practicable  to its  former  condition,  but only upon
receipt of, and to the extent of, the condemnation award made on account of such
partial taking.

         Section 11.04 Award to Landlord. Landlord reserves the exclusive right
                       -----------------
to  negotiate  with  the  condemning  authority  with  respect  to any  proposed
condemnation  award, and all damages and compensation  paid for the taking under
the power of eminent domain, whether for the whole or a part of the Premises and
whether by agreement or award,  shall belong to and be the property of Landlord.
Tenant hereby  releases and  disclaims  any interest or right  whatsoever in the
award  or  compensation  offered  or paid  by the  condemning  authority  to the
Landlord for the loss of the fee. There is expressly  excluded from any right of
compensation to the Tenant,  and the Tenant expressly waives,  any claim against
the condemning authority for diminution in the value of the leasehold.

         Section 11.05 Awards Pursuant to Relocation Assistance Act.
                       --------------------------------------------
Notwithstanding  the provisions of Section 11.04, there is expressly reserved to
Tenant the right to recover  against  the  condemning  authority  for its actual
reasonable  expenses in moving its  business  from the  Premises  and its actual
direct  losses in tangible  personal  property  by virtue of the taking,  all as
contemplated  In the Relocation  Assistance Act (R.S.  20:4-1 et seq.),  and the
rules and regulations adopted thereunder.

         Section 11.06 Notice to Tenant.  Landlord shall give  prompt  notice to
                       ----------------
Tenant of any eminent domain  proceedings with respect to the Premises.

                                   ARTICLE XII
                                     Notices
                                    --------

         Section 12.01 Notices. Every  notice  or  demand  required or permitted
                       -------
under this Lease shall, unless otherwise  specifically provided herein, be given
in writing and shall either be  personally  delivered to a principal of Landlord
or Tenant,  as the case may be, (by  messenger,  or overnight  courier,  such as
Federal  Express)  or sent by  United  States  Certified  Mail,  Return  Receipt
Requested,  addressed  by the party  giving,  making or sending  the same to the
other at the other's  address  first above  given,  or to such other  address as
either  party may  designate  from  time to time by a notice  given to the other
party. All mailed notices shall be effective upon mailing.

                                       8
<PAGE>

                                  ARTICLE XIII
                               Memorandum of Lease
                              --------------------

         Section 13.01 Memorandum of Lease. Tenant shall not  record this Lease,
                       -------------------
but if either party should  desire to record a short form of Memorandum of Lease
setting forth only the parties,  the Premises and the Term,  such  Memorandum of
Lease shall be executed,  acknowledged and delivered by both parties upon notice
from either party.

                                   ARTICLE XIV
                                       Use
                                       ---

         Section 14.01 Use.  The  premises  shall  be  used for the warehousing,
                      ----
distribution and assembly of video projectors and related items and for no other
purpose.  In the event Tenant  proposes  another use,  Landlord  agrees that its
consent shall not be unreasonably withheld. It is agreed that said alternate use
shall  contain no hazardous  materials  and shall be  unoffensive  as relates to
noise,  odor, etc.  Tenant's use of the Premises shall be in compliance with all
applicable  governmental  laws, rules and regulations and ordinances,  and other
applicable   codes  including  but  not  limited  to  the  requirements  of  the
Occupational  Safety  and  Health  Administration  and  of  any  board  of  fire
underwriters or like organization having jurisdiction over the Premises.  Tenant
shall not  store,  warehouse,  handle or in any other way use  highly  flammable
material,  red label items,  toxic items,  corrosives,  poisons and oxidizers or
other hazardous substances anywhere on the Premises.

                                   ARTICLE XV
                          Assignment, Subletting, etc.
                          ---------------------------

         Section 15.01 Assignment, Subletting, etc.   Tenant  shall  not   sell,
                       ---------------------------
assign,  mortgage,  pledge or, in any manner, transfer or encumber this Lease or
any estate or interest  hereunder,  or sublet the Premises or any part  thereof,
without the previous  written  consent of Landlord,  which  consent shall not be
unreasonably withheld. In any of the events aforesaid, Tenant nevertheless shall
remain  primarily  liable for the  payment of the Basic Rent and all  additional
rents,  and for the  performance  of Tenant's  other  covenants and  obligations
hereunder.  No consent to any  assignment  of this Lease or subletting of any or
all of the premises  shall be deemed or be construed as a consent by Landlord to
any  further  or  additional  assignment  or  subletting.  In the  event  of any
assignment  of this Lease,  the assignee  shall  assume,  by written  recordable
instrument  reasonably  satisfactory to Landlord,  the due performance of all of
Tenant's obligations under this Lease. No assignment shall be valid or effective
in the  absence  of such  assumption.  A true  copy of such  assignment  and the
original  assumption  agreement  shall be delivered to Landlord  within ten (10)
days of the effective date of such  assignment.  If Tenant  requests  Landlord's
consent to an  assignment  or  sub-letting,  Tenant shall pay to or on behalf of
Landlord any expense, including Landlord's attorney's fees, incurred by Landlord
in connection with said request.

                                       9
<PAGE>

         Section 15.02 Transfer of Controlling Interest.  The  above prohibition
                       --------------------------------
against  assignment  of this  Lease  and  subletting  of the  Premises  shall be
construed  to  prohibit  any  change  or series of  changes  in the  controlling
interest of Tenant,  whether  that change be  effected by  acquisition,  merger,
consolidation,  change of controlling interest of stock or partnership interests
or otherwise

         Section 15.03 Recapture of Premises.  If  at  any time during the Term,
                       ---------------------
Tenant shall have  received a bona fide offer from a  prospective  sub-tenant of
the  Premises  with  respect to proposed  occupancy  as  sub-tenant  of all or a
portion of the Premises,  Tenant shall furnish a copy of such offer to Landlord.
In addition  to the right to exercise  reasonable  consent  with  respect to the
proposed sub-tenancy,  Landlord shall have the right, by written notice given to
Tenant within ten (10) days of Landlord's  receipt of the copy of such offer, to
agree to accept the proposed  sub-tenant as a direct tenant of Landlord.  In the
event that (I) Landlord  shall have given timely  notice as aforesaid to Tenant,
(ii) Landlord and the prospective  sub-tenant  shall have entered into a written
agreement for direct tenancy by such sub-tenant, and (iii) such sub-tenant shall
have entered into occupancy of the Premises and commenced direct payment of rent
to Landlord,  then  automatically  upon the occurrence of all three such events,
Landlord  and Tenant  hereunder  shall be and become  released  from any further
obligation  under the Lease, and the Lease between Landlord and Tenant hereunder
shall be deemed  terminated  and of no further  force and  effect  (rental to be
adjusted as of the date of termination). If Landlord shall not have given notice
to Tenant within the said ten (10) day period,  Landlord shall be deemed to have
waived its right to effect a direct tenancy with the proposed sub-tenant.  It is
understood  and agreed that  neither  party  hereto  shall be released  from its
obligations to the other party unless and until Landlord shall have entered into
the  agreement in writing as aforesaid  with the  proposed  sub-tenant  and such
sub-tenant  shall have  entered into  occupancy  of the  Premises and  commenced
direct payment of rent to Landlord.  Unless and until the said events shall have
occurred by virtue of which  Landlord and Tenant shall have been  released  from
their  obligations  under the Lease,  the Lease  shall  remain in full force and
effect and shall continue to be binding upon Landlord and Tenant.

                                  ARTICLE XVI
                               Landlord's Warranty
                               -------------------

         Section 16.01 Warranty.  Landlord  warrants  that  it  has the right to
                       --------
execute this Lease,  and covenants  that at the  commencement  of the Term there
will be no covenants,  easements,  restrictions  or liens which would  adversely
affect  Tenant's  use of the  Premises  for the  purposes  permitted  hereunder.
Notwithstanding the above, if Landlord shall be unable to give possession of the
Premises on the date of commencement of the Term, because of the holding-over or
retention of possession of any Tenant,  undertenant or occupants,  or because of
the fact that a Certificate of Occupancy for the Premises has not been procured,
or for any other reason not within Landlord's control,  then, and in any of such
events,  Landlord  shall not be subject  to any  liability  for  failure to give
possession  on said date,  and the  validity of this Lease shall not be impaired
under such  circumstances,  nor shall the same be construed in any way to extend
the Term, but the rent payable hereunder shall be abated (provided Tenant is not
responsible for the inability to obtain  possession)  until after Landlord shall
have given Tenant written notice that the Premises are  substantially  ready for
Tenant's occupancy.

                                       10
<PAGE>
                                  ARTICLE XVII
                                  Subordination
                                ----------------

         Section 17.01 Subordination to Mortgages. This Lease is hereby made and
                       --------------------------
shall be subject and  subordinate  to all  mortgages  which may now or hereafter
affect  the  premises,  and  to  all  renewals,  modifications,  consolidations,
replacements or extensions thereof.

         Section 17.02 Tenant's Certificate.   Notwithstanding   the   automatic
                       --------------------
applicability,  as to all current and future mortgages,  of the subordination of
this Lease, Tenant shall, upon request of Landlord, execute any instrument which
may be deemed  necessary or desirable by Landlord to confirm such  subordination
or as  otherwise  required  for  mortgage  financing  or  sale  of the  Premises
including  but not limited  to,  certified  financial  statements  and  estoppel
certificates  executed and  acknowledged  to any mortgages or purchaser,  or any
proposed   mortgage   lender  or   purchaser,   including  but  not  limited  to
certifications  that this Lease is in full force and effect or, if not,  in what
respect it is not; that this Lease has not been modified, or the extent to which
it has been modified;  and that there are not existing defaults hereunder to the
best of Tenant's knowledge,  or specifying the defaults, if any. If Tenant fails
to  respond  after due  notice  within  seven (7) days,  it shall  automatically
constitute affirmation of the items contained in the estoppel statement.

                                 ARTICLE XVIII
                            Non-Liability of Landlord
                           --------------------------

         Section 18.01 Non-Liability of Landlord.    Landlord   shall   not   be
                       -------------------------
responsible  or  liable to  Tenant  for any loss,  damage or injury to person or
property  that may be  occasioned  by the acts or  omissions  of  Landlord or of
persons  occupying any space adjacent to or adjoining the Premises,  or any part
thereof,  including, not in limitation of the foregoing,  loss, damage or injury
resulting  to Tenant or to any other  person or to any  property of Tenant or of
any other person,  from water,  gas,  steam,  fire or the bursting,  stoppage or
leakage of sewer pipes.

                                  ARTICLE XIX
                           Indemnification of Landlord
                           ---------------------------

         Section 19.01 Indemnification of Landlord. Tenant agrees to indemnify
                       ---------------------------
and save Landlord harmless from and against all liability and all loss, cost and
expanse,  including  reasonable  attorney's  fees and costs,  arising out of the
operation, maintenance,  management and control of the Premises or in connection
with (a) any injury or damage whatsoever  caused to or by any person,  including
Tenant, its employees, contractors, or agents, or to property including Tenant's
property,  arising out of any occurrence on the Premises; (b) any breach of this
Lease by  Tenant;  (c) any act or  omission  of Tenant  or of any  person on the
Premises,  occurring  in,  on or  about  the  Premises;  or (d) any  contest  or
proceeding  brought by Tenant as may be  provided  for  herein.  The  provisions
hereof are not intended to abrogate the  provisions of Section 5.05  hereinabove
("Waiver of Subrogation"). In the event that either party breaches the Lease, in
addition to its rights  under this Lease,  either  party shall have the right to
recover reasonable attorney's fees.

                                       11
<PAGE>
                                   ARTICLE XX
                              Defaults and Remedies
                              ---------------------

         Section 20.01 Tenant's Defaults.   If  Tenant  defaults  in  the timely
                       -----------------
payment of Basic Rent or any additional rent or sum herein reserved, as required
in this  lease,  or if  Tenant  defaults  in  compliance  with any of the  other
covenants or conditions of this Lease and fails to cure such default, other than
the payment of Basic Rent or any additional rent or sum herein reserved,  within
fifteen (15) days after the receipt of notice  specifying  the default,  then at
the expiration of said fifteen (15) days,  landlord may (a) cancel and terminate
this Lease upon written notice to Tenant (whereupon the Term shall terminate and
expire,  and Tenant shall then quit and surrender the Premises to Landlord,  but
Tenant  shall remain  liable as  hereinafter  provided);  and/or (b) at any time
thereafter  re-enter and resume  possession of the Premises as if this Lease had
not been made,  Tenant hereby  waiving the service of any notice of intention to
re-enter or to institute legal proceedings to that end.

         Section 20.02 Re-entry by Landlord. If this Lease shall  be  terminated
                       --------------------
or if Landlord  shall be entitled to re-enter  the Premises  and  dispossess  or
remove  Tenant under the  provisions  of Section  20.01 (either or both of which
events are hereinafter  referred to as a "Termination"),  Landlord or Landlord's
agents or  servants  may  immediately  or at any time  thereafter  re-enter  the
Premises and remove therefrom Tenant, its agents, employees, servants, licensees
and any sub-tenants and other persons, firms or corporations,  and all or any of
its or their property therefrom,  either by summary dispossess proceedings or by
any suitable action or proceeding at law or by peaceable  re-entry or otherwise,
without being liable for  indictment,  prosecution or damages  therefor,  and my
repossess  and enjoy the  Premises,  including all  additions,  alterations  and
improvements thereto.

         Section 20.03 Effect of Termination.  In case of Termination, the Basic
                       ---------------------
Rent  and all  other  charges  required  to be paid by  Tenant  hereunder  shall
thereupon  become  due  and  shall  be  paid  by  Tenant  up to the  time of the
Termination, and Tenant shall also pay to Landlord all reasonable expenses which
Landlord  may  then or  thereafter  incur  as a result  of or  arising  out of a
Termination,  including  but  not  limited  to  court  costs,  attorneys'  fees,
brokerage   commissions   and  costs  of  terminating  the  tenancy  of  Tenant,
re-entering,  dispossessing or otherwise removing Tenant, restoring the Premises
to good  order and  condition,  and from  time to time  altering  and  otherwise
preparing the same for reletting. Upon a Termination,  Landlord may, at any time
and from time to time,  re-let the Premises,  in whole or in part, either in its
own name or as Tenant's agent, for a term or terms which, at Landlord's  option,
may be for the  remainder of the then current Term, or for any longer or shorter
period. Landlord agrees to use its best efforts to re-let the Premises.

         Section 20.04 Damages. In addition to the payments required by Section
                       -------
20.03 hereinabove,  Tenant shall be obligated to, and shall pay to Landlord upon
demand and at Landlord's option:

         a. Liquidated  damages  in  an  amount  which,  at  the  time  of   the
Termination,  is equal to the excess,  if any, of the then present amount of the
installments  of Basic  Rent  reserved  hereunder,  for the period  which  would
otherwise have constituted the unexpired  portion of the then current Term, over
the then present rental value of the Premises for such unexpired  portion of the
then current Term; or

                                       12
<PAGE>

         b. Damages (payable in monthly installments), in advance, on the  first
day of each calendar month following the  Termination,  and continuing until the
date  originally  fixed  herein for the  expiration  of the then current Term in
amounts equal to the excess, if any, of the sums of the aggregate  expenses paid
by Landlord during the month  immediately  preceding such calendar month for all
such items as, by the terms of this  Lease,  are  required to be paid by Tenant,
plus an amount  equal to the  installment  of Basic Rent  which  would have been
payable by Tenant  hereunder in respect to such calendar  month,  had this Lease
not been terminated,  over the sum of rents, if any, collected by or accruing to
Landlord in respect to such  calendar  month  pursuant to a re-letting or to any
holding over by any sub-tenants of Tenant.

        Section 20.05 No Obligation to Re-let. Landlord shall In no event be
                      -----------------------
liable for failure to re-let the Premises, or in the event that the Premises are
re-let,  for failure to collect rent due under such re-letting;  and in no event
shall  Tenant be  entitled to receive any excess of the Basic Rent over the sums
payable by Tenant to Landlord hereunder but such excess shall be credited to the
unpaid rental due hereunder, and to the expenses of re-letting and preparing for
re-letting as provided herein. Landlord agrees to use its best efforts to re-let
the Premises.

         Section 20.06 Successive Suits.  Suit  or  suits  for  the  recovery of
                       ----------------
damages  hereunder,  or for any installments of rent, may be brought by Landlord
from time to time at its election,  and nothing herein contained shall be deemed
to require  Landlord  to  postpone  suit until the date when the Term would have
expired if it had not been  terminated  under the  provisions of this Lease,  or
under any  provision  of law, or had Landlord  not  re-entered  into or upon the
Premises.

         Section 20.07 Acceleration.  Anything  to  the  contrary   hereinbefore
                       ------------
notwithstanding, Landlord shall have the option to accelerate all future rentals
due and hold Tenant  responsible,  in advance,  for the aggregate  "damages" (as
described in this Article XX) to be suffered by Landlord during the remainder of
then current Term or renewal term, as wall as damages covering any renewal term,
the option for which shall have been exercised by Tenant.

         Section 20.08 Late Fee. Landlord, at its option, in addition to any and
                       --------
all  remedies  available  to it,  shall have the right to charge  legal fees and
court costs necessary to collect late rental;  as well as a late fee which shall
become due and payable when any rental  remains unpaid after the first (1st) day
of the month in which said rent was due,  which fee shall be eight (8%)  percent
per  month in the  amount of such  overdue  rent;  or in the event  that rent is
received after the 15th,  said fee shall be twelve (12%) per month in the amount
of such overdue rent.  Notwithstanding  the above,  the Landlord agrees it shall
not charge a late fee for the first two late  payments  per year,  provided  the
rental is received by the tenth (10th) day of the month in which it is due.

         Section 20.09 Waiver of Redemption. Tenant hereby waives all rights  of
                       --------------------
redemption  to  which  Tenant  or any  person  claiming  under  Tenant  might be
entitled,  after  an  abandonment  of  the  Premises,  or  after  surrender  and
acceptance  of the  Premises  and the  Tenant's  leasehold  estate,  or  after a
dispossession of Tenant from the Premises, or after a termination of this Lease,
or after a  judgment  against  Tenant in an action  in  ejectment,  or after the
issuance of a final order or warrant of dispossess in a summary  proceeding,  or
in any other  proceeding or action  Authorized by any rule of law or statute now
or hereafter in force or effect.
                                       13
<PAGE>

                                   ARTICLE XXI
                                   Bankruptcy
                                   ----------

         Section 21.01 Bankruptcy, Insolvency, etc. If at any time after the
                       ---------------------------
date of this Lease (whether prior to the commencement of or during the Term) (a)
any proceedings in bankruptcy,  insolvency or reorganization shall be instituted
against Tenant pursuant to any Federal or State law now or hereafter enacted, or
any  receiver or trustee  shall be  appointed  of all or any portion of Tenant's
business or property,  or any execution or attachment shall issue against Tenant
or any of Tenant's  business or property or against the leasehold estate created
hereby,  and any of such  proceedings,  process or appointment be not discharged
and dismissed within thirty (30) days from the date of such filing,  appointment
or issuance; or (b) Tenant shall be adjudged a bankrupt or insolvent,  or Tenant
shall make an assignment  for the benefit of  creditors,  or Tenant shall file a
voluntary  petition  in  bankruptcy  or  petitions  for  (or  enters  into)  and
arrangement or for  reorganization,  composition or any other  arrangement  with
Tenant's creditors under any Federal or State law now or hereafter  enacted,  or
this Lease or the estate of Tenant  herein  shall  pass to or devolve  upon,  by
operation  of law or  otherwise,  anyone  other  than  Tenant  (except as herein
provided),  the occurrence of any one of such  contingencies  shall be deemed to
constitute  and shall be  construed  as a  repudiation  by  Tenant  of  Tenant's
obligations  hereunder  and shall cause this Lease ipso facto to be canceled and
terminated, without thereby releasing Tenant; and upon such termination Landlord
shall  have the  immediate  right to  re-enter  the  Premises  and to remove all
persons and property  therefrom  and this Lease shall not be treated as an asset
of Tenant's  estate and neither Tenant nor anyone  claiming by, through or under
Tenant by virtue of any law or any order of any Court  shall be  entitled to the
possession  of the  Premises or to remain in the  possession  thereof.  Upon the
termination of this Lease, as aforesaid, Landlord shall have the right to retain
as partial damages,  and not as a penalty, any prepaid rents deposited by Tenant
hereunder,  and  Landlord  shall also be entitled  to  exercise  such rights and
remedies to recover  from Tenant as damages  such  amounts as are  specified  in
Article XX hereof.  As used in this  Article  XXI,  the term  "Tenant"  shall be
deemed to include Tenant and it successors and assigns and the guarantor(s),  if
any, of Tenant's obligations under this Lease.

                                  ARTICLE XXII
                             Utilities and Services
                             ----------------------

         Section 22.01 Utilities and Services.  Except  as   may  otherwise   be
                       ----------------------
provided  in this Lease,  Tenant  shall  undertake  and be  responsible  for the
Installation  and  metering in its name of all  utilities  to the  Premises  and
agrees to pay, on or before the due date,  all charges for same  directly to the
respective utility companies.  Such utilities include water, sewer, electricity,
heat, power, telephone, A.D.T. Protective Service (or similar service by another
company) or other communication  service or other utility or service used by, or
rendered or supplied to, Tenant at the Premises (or at the building of which the
premises form a part) throughout the term. Landlord may, at its option,  furnish
to Tenant or to any other  portion of the  building of which the  premises are a
part of any one or more utilities,  services  (including  elevator),  or repairs
(which  services or repairs shall be chosen at the sole  discretion of Landlord)
and Tenant shall pay its pro rata share of said utilities,  services, or repairs
within ten (10) days after  Landlord's  demand  therefore.  Failure to make said
payment within said ten-day period is defined as a material  default on the part
of the Tenant.  In no event shall  Landlord incur any liability to Tenant or any
other person by reason of any interruption of or delay in furnishing any utility
service to the Premises. If Tenant fails to make any payment as herein provided,
Landlord may without further notice, terminate such utility service. Tenant will
thereafter  be  liable  for all costs in  connection  with the  termination  and
reinstallation or reestablishment of services.

                                       14
<PAGE>

         Section 22.02 Electric Current. Tenant's use of electric current  shall
                       ----------------
not exceed the  capacity  of existing  feeders to the  building or the risers or
wiring  installation,  and Tenant may not use any electrical equipment which, in
the  Landlord's  reasonable  judgment,   will  overload  such  installations  or
interfere with the use thereof by other tenants in the buildings.

                                 ARTICLE XXIII
                               Access to Premises
                              -------------------

Section 23.01 Landlord's Right to Access. Tenant shall permit Landlord or its
agents to enter the Premises at any time for the purpose of inspecting or
showing the Premises. Tenant may in no way interfere with the Landlord's right
to inspect. Tenant shall, upon its being given notice of Landlord's desire or
intent to see the Premises and/or within one year prior to the expiration of the
Term or any renewal term, permit the usual notice of "To Let", "For Rent" and
"For Sale" to be placed at reasonable locations on the Premises and to remain
thereon without hindrance and molestation. Landlord shall also have the right,
but not the obligation, to enter the Premises at reasonable times to run
utility, plumbing or sewer lines, conduits, ducts and the like, over, under or
through the Premises, and to make repairs,

                                  ARTICLE XXIV
                                      Signs
                                      -----

         Section 24.01 Erection of Signs. Tenant shall have the right, with the
                       -----------------
prior written  consent of Landlord,  to erect sips for  advertising  purposes in
connection  with its  business  at the  Premises.  All signs  shall  comply with
applicable  governmental  rules and  regulations,  and Tenant  shall remove such
signs at the expiration of the Term or sooner  termination of this Lease, as the
case may be, and restore area to original condition.

         Section 24.02 Repair of Damage.  Tenant  shall  be  responsible for any
                       ----------------
damage caused to the Premises by erection of maintenance on the Premises of said
signs,  and any damage so caused shall be repaired  forthwith  at Tenant's  sole
cost and expense.  In the event any sign erected by Tenant is removed during the
Term or at the expiration or earlier termination  thereof,  Tenant shall, at its
sole cost and expense, repair any damage whatsoever caused by the removal.

                                  ARTICLE XXV
                                Security Deposit
                                ----------------

         Section 25.01 Security Deposit. Tenant will deposited with Landlord the
                       ----------------
sum of Twenty  Three  Thousand  One Hundred  Fifty-Six  and 01/100  ($23,156.01)
Dollars as security for the payment of the rent due  hereunder  and the full and
faithful  performance  by Tenant of the covenants and  conditions on the part of
Tenant to be performed.  Said security deposit shall not be deemed a pro-payment
of any  rental.  The  security  deposit  shall be  returned  to Tenant,  without
interest,  after the expiration of the term,  provided that Tenant has fully and
faithfully  performed all such covenants and conditions and is not in arrears in
rent. Landlord may, if it so elects, have recourse to such security to make good
any default by Tenant; in which event such recourse shall be deemed to be either
(1)  intended by the parties  hereto to be a  contemporaneous  exchange  for new
value given to the Tenant and in fact a substantially  contemporaneous exchange;
or (2) in payment of a debt  incurred  by the Tenant in the  ordinary  course of
business or financial  affairs of the Tenant and Landlord,  made in the ordinary
course of business or financial  affairs of the Tenant.  Liability to repay said
security  to Tenant  shall  run with the  reversion  and title to the  Premises,
whether  any  change  in  ownership  thereof  be  by  voluntary  or  involuntary
alienation.  Landlord  shall assign or transfer said security for the benefit of
Tenant,  to any  subsequent  owner or  holder of the  reversion  or title to the
Premises,  in which case such assignee or transferee shall become liable for the
repayment  thereof as herein  provided,  and the assignor or transferor shall be
deemed to be released by Tenant from all liability to return such security. This
provision shall be,  applicable to every alienation or change in title and shall
in no way be deemed to permit Landlord to retain the security after  termination
of Landlord's  ownership of the  reversion or title.  Tenant shall not mortgage,
encumber or assign said security without the prior written consent of Landlord.

                                       15
<PAGE>

                                  ARTICLE XXVI
                                Premises "As Is"
                                ----------------

         Section 26.01 "As Is". Neither Landlord nor Landlord's agents have made
                       -------
any  representations  or premises with respect to the physical  condition of the
building of which the  Premises are part,  the land upon which such  building is
erected or the Premises,  the rents, leases,  expenses of operation or any other
matter or thing affecting or related to the Premises except as herein  expressly
set forth,  and no rights,  easements  or  licenses  are  acquired  by Tenant by
implication or otherwise except as expressly set forth in this Lease. Tenant has
inspected the building and the Premises and is thoroughly  acquainted with their
condition,  and agrees to take the same "as is" and acknowledges that the taking
of possession  of the Premises by Tenant shall be  conclusive  evidence that the
Premises  and the  building  of  which  the  same  form a part  were in good and
satisfactory condition at the time such possession was so taken.

                                 ARTICLE XXVII
                                   Attornment
                                  -----------

         Section 27.01 Attornment. Tenant agrees that in the event of a sale,
                       ----------
transfer or assignment or sale and lesseback, of Landlord's interest in the real
property of which the  Premises are part,  or any part  thereof,  including  the
Premises,  or in the event any proceedings are brought for the foreclosure of or
for the  exercise of any power of sale under any  mortgage  constituting  a lien
upon such real property or any part thereof,  including the Premises,  to attorn
to and to recognize such transferee,  purchaser,  or mortgage, as Landlord under
this  Lease  or,  in the case of a  sale-leaseback,  to  continue  to  recognize
Landlord  as its lessor  under this  Lease.  The  foregoing  provisions  of this
Section shall be self-operative  and no further  instrument shall be required to
give effect to said provisions.  Tenant, however,  agrees, at the request of the
party to which it has  attorned,  to execute,  acknowledge  and deliver  without
charge,  from time to time,  instruments  acknowledging such attornment,  and to
execute such other  documents,  including  estoppel  certificates  and certified
financial statements, as may reasonably be requested by such party.

                                       16
<PAGE>

                                 ARTICLE XXVIII
                                  Guard Service
                                  -------------

         Section 28.01 Guard Service.  Landlord  may, with the approval of fifty
                       -------------
(50%)  percent of the Tenants,  provide  guard service for the building of which
the Premises are a part.  Tenant shall pay to the Landlord,  as additional rent,
together with payment of the Basic Rent, its Pro Rata Share of said service.

                                  ARTICLE XXIX
                                    Elevator
                                   ---------

         Intentionally Omitted

                                   ARTICLE XXX
                                   End of Term
                                   -----------

         Section 30.01 Conditions of Premises. Tenant shall, on the last day of
                       ----------------------
the Term or renewal,  as the case may be, or upon the earlier termination of the
Lease,  peaceably and quietly  surrender and deliver up to Landlord the Premises
broom-clean (including but not being limited to the floor, walls, ducts, exposed
piping,  and  ceiling),  with  the  Demised  Premises  and all  equipment  in or
appurtenant  thereto,  in as good  condition  and  repair as when  delivered  to
Tenant.  Landlord may, at its sole option, but at Tenant's sole cost cause to be
conducted an  examination  of leased  premises at the  termination  of the Lease
Agreement to determine if Tenant has complied with its obligations hereunder.

                                  ARTICLE XXXI
                               General Provisions
                               ------------------

         Section 31.01 No Waste. Tenant covenants  not to do or suffer any waste
                       --------
or damage, or injury to the Premises or to the fixtures and equipment therein.

         Section 31.02 Landlord's Liability. Landlord and Tenant represent   and
                       --------------------
acknowledge  each to the other that in any  interaction  between  Tenant and any
representative of Landlord  (including but not limited to, any partner,  general
or limited,  of  Landlord or any  employee  of  Landlord)  relating  directly or
indirectly to the within Lease Agreement said  representative  was acting not in
his or her individual  capacity but solely as a representative  of the Landlord.
Accordingly,  Tenant agrees that if Landlord,  through the actions of any of its
representatives,  shall breach any of the  provisions  hereof,  Tenant shall not
institute  any  claim or suit  naming  any  partner,  general  and  limited,  of
Landlord,  nor any employee of Landlord,  on account of said breach by Landlord,
of any of the provisions  hereof. If Landlord shall breach any of the provisions
hereof, Landlord's liability shall in no event exceed Landlord's interest in the
premises as of the date of Landlord's  breach,  and Tenant expressly agrees that
any judgment or award which it may obtain against Landlord to be recoverable and
satisfied solely out of the right,  title and interest of Landlord in and to the
Premises, and the Tenant shall have no rights against the partners,  general and
limited,  of Landlord,  or rights of lien or levy against any other  property of
Landlord (or of any person or entity comprising  Landlord),  nor shall any other
property  or  assets  of  Landlord  be  subject  to  levy,  execution  or  other
enforcement  proceedings  for the collection of any such sums or satisfaction of
any such judgment or award. In the event that Tenant  wrongfully seeks to assert
a claim or lawsuit  against any partner,  general and limited,  of Landlord,  or
against any of Landlord's  employees,  Landlord shall be entitled to recover, as
against Tenant,  Landlord's  reasonable attorney's fees and court costs incurred
in obtaining the dismissal of said claim or lawsuit pursuant to this Section.

                                       17
<PAGE>

         Section 31.03 Partial Invalidity.  If  any  term  or  provision of this
                       ------------------
Lease  or the  application  thereof  to any part or  circumstances  shall to any
extent  be  invalid  or  unenforceable,  the  reminder  of  this  Lease  or  the
application  of such term or  provision to parties or  circumstances  other than
those  to which it is held  invalid  or  unenforceable,  shall  not be  affected
thereby,  and each term and  provision of this Lease shall be valid and enforced
to the fullest extent permitted by law.

         Section 31.04 No Waiver.  One  or  more  waivers by either party of the
                       ---------
obligation  of the other to  perform  any  covenant  or  condition  shall not be
construed as a waiver of a subsequent  breach of the same or any other  covenant
or condition.  The failure of the Landlord to bill (either in a timely manner or
at all) for any rental or  additional  rental  item  called for under this Lease
Agreement  shall not  constitute,  or be interpreted  as, a waiver of Landlord's
right to collect same.  The receipt of rent by the Landlord,  with  knowledge of
any breach of this Lease by Tenant of any default by Tenant in the observance or
performance  of any of the  conditions or covenants of this Lease,  shall not be
deemed to be a waiver of any provision of this Lease.  Neither the acceptance of
the keys nor any other not or thing done by  Landlord  or any agent or  employee
during  the Term  shall be  deemed to be an  acceptance  of a  surrender  of the
Premises,  excepting  only an  agreement,  in  writing,  signed by the  Landlord
accepting or agreeing to accept such a surrender.

         Section 31.05 Number and Gender. Wherever herein the singular number is
                       -----------------
used, the same shall include the plural,  and the masculine gender shall include
the feminine and neater genders.

         Section 31.06 Successors and Assigns.   The   terms,   covenants    and
                       ----------------------
conditions  herein  contained  shall be binding upon and inure to the benefit of
the respective parties and their successors and assigns.

         Section 31.07 Article and Marginal Headings.  The  article and marginal
                       -----------------------------
headings herein are intended for convenience in finding the subject matters, and
are not to be used in determining the intent of the parties of this Lease.

         Section 31.08 Entire Agreement. This instrument contains the entire and
                       ----------------
only agreement between the parties, and no oral statements or representations or
prior written matter not contained or referred to in this instrument  shall have
any force or effect.  This Lease shall not be modified in any way or  terminated
by mutual agreement except by a writing executed by both parties.

                                       18
<PAGE>

         Section 31.09 Obligations also Covenants.  Whenever  in  this Lease any
                       --------------------------
words of obligation or duty are used,  such words or expressions  shall have the
same force and effect as though made in the form of covenants.

         Section 31.10 Cost  of  Performing   Obligations.    Unless   otherwise
                       -----------------------------------
specified,  the  respective  obligations  of the  parties to keep,  perform  and
observe any terms,  covenants or  conditions  of this Lease shall be at the sole
cost and  expense of the party so  obligated.  If Tenant  requests  Landlord  to
perform any act for the sole business purposes of Tenant, and if Landlord agrees
to  perform  said act,  Tenant  agrees to pay to or on  behalf of  Landlord  any
expense,  including  attorney's  fees,  associated  with said act an the part of
Landlord.

         Section 31.11 Remedies Cumulative.  The specified remedies to which the
                       -------------------
Landlord or Tenant may resort under the terms of this Lease are  cumulative  and
are not intended to be  exclusive  of any other  remedies or means of redress to
which the  Landlord or Tenant may be lawfully  entitled in case of any breach or
threatened breach of any provision of this Lease.

         Section 31.12 Holding Over. If Tenant holds over after the expiration
                       ------------
or earlier  termination of this Lease, and if Tenant is not otherwise in default
hereunder,  such  holding over shall not be deemed to create an extension of the
Term, but such occupancy shall be deemed to create a  month-to-month  tenancy at
twice the rental rate, and on the same terms and conditions  (except as the same
my be then  inapplicable)  as are in  effect on the date of said  expiration  or
earlier termination.

         Section 31.13 Force Majeure.  The  period  of  time during which either
                       -------------
party hereto is prevented from performing any act required to be performed under
this  Lease  by  reason  of  fire,  catastrophe,  labor  difficulties,  strikes,
lock-outs,  civil  commotion,  acts of God or of the public enemy,  governmental
prohibitions or preemptions,  embargoes,  inability to obtain materials or labor
by reason of governmental  regulations or  prohibitions,  or other events beyond
the reasonable control of Landlord or Tenant, as the ease may be, shall be added
to the time for fault under this Lease as the result thereof.  The provisions of
this  Section  shall not apply to or in any manner  extend or defer the time for
any obligations to make payment of moneys required of either party hereunder.

         Section 31.14 Vacancy or Abandonment.  In  the  event that the Premises
                       ----------------------
shall become vacant as the result of being vacated or abandoned by Tenant during
the Term,  Landlord  may  re-enter  the same,  either by  peaceable  re-entry or
otherwise, without being liable to prosecution therefor, and re-let the Premises
as agent to Tenant and  receive  the rent  therefor  and apply the same first to
payment of such expenses as Landlord may be put to in  re-entering,  and then to
payment of rent due under this Lease.  In addition,  such vacancy or abandonment
shall  constitute  a default  under  Section  20.01  entitling  Landlord  to the
exercise of all remedies  specified in such Section or otherwise allowed by law.
In the event that  Landlord  shall  have  obtained  a  judgment  for  possession
rendered by a Court of competent jurisdiction, Landlord my re-enter the premises
without the necessity of obtaining a Warrant for Removal.

                                       19
<PAGE>

         Section 31.15 Governing Law.  The  interpretation  and validity of this
                       -------------
Lease shall be governed by the substantive law of New Jersey.

         Section 31.16 Brokerage.  Landlord  and  Tenant  represent  that  Rubin
                       ---------
Realty  Associates was instrumental in consummating this Lease. Each party shall
indemnify  and hold  harmless  the other  from all loss,  cost or expense of any
nature, including reasonable attorney's fees, arising out of a misrepresentation
by such indemnifying party.

         Section 31.17 Floor Loads. Tenant shall not place a load upon any floor
                       -----------
of the  Premises  exceeding  the floor  load per  square  foot area which it was
designed to carry and which is allowed by law.  Landlord  reserves  the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment.  Such  installations  shall be placed and  maintained  by Tenant,  at
Tenant's expense, in settings sufficient in Landlord's  judgment,  to absorb and
prevent vibration, noise and annoyance.

         Section 31.18 Waiver of Jury Trial. It is mutually agreed by and
                       --------------------
between  Landlord and Tenant that the respective  parties hereto shall, and they
hereby do, waive trial by jury in any action, proceed or counterclaim brought by
either of the parties  hereto  against the other (except for personal  injury or
property  damage)  on any  matters  whatsoever  arising  out  of or in  any  way
connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
of or  occupancy  of the  Premises,  and any  emergency  statutory  or any other
statutory  remedy.  It is further  mutually  agreed  that in the event  Landlord
commences  any summary  proceedings  for  non-payment  of rent,  Tenant will not
interpose  any  counterclaim  of  whatever  nature  or  description  in any such
proceeding.

         Section 31.19 No Option. For the convenience of Tenant, this Lease may
                       ---------
be submitted to Tenant prior to its  execution by or on behalf of Landlord,  but
such  submission  shall not constitute an offer or an option and this Lean shall
have been signed and delivered on behalf of Landlord.

         Section 31.20 Modification of Lease Term.  Tenant  shall enter into any
                       --------------------------
reasonable  modification  of the terms of this Lease  requested by any bona fide
institutional  lender of Landlord to facilitate  mortgaging,  provided that such
modification shall not after the Basic Rent, additional rent or Term hereof. Not
in limitation of the foregoing,  it is agreed that if requested by an mortgagee,
Tenant  shall  enter into an  agreement  with  Landlord  or such  mortgagee,  as
requested,  to the effect that this Lease shall not be modified or  surrendered,
nor rent prepaid, without the consent of such mortgagee.

         Section 31.21 Rules and Regulations. Landlord may, from time to time,
                       ---------------------
promulgate  reasonable rules and regulations for the health,  safety and welfare
of all the  tenants of the lands and  premises of which the  Premises  are part,
including but not limited to use of any common areas and facilities,  and Tenant
agrees  that  such  rules  and  regulations   shall,   upon  notice  to  Tenant,
automatically be incorporated herein as if fully set forth.

         Section 31.22 Restrictions on Tenant.
                       ----------------------

         a. Trash.  Tenant  shall  store and  dispose  of all trash and  garbage
            ------
in suitable containers and locate same as Landlord designates from time to time.
Tenant  shall not burn any  paper,  trash or  garbage  in or about  the  Demized
Premises.

                                       20
<PAGE>


         b. Tenant to Perform its Obligations Under this Lease. The Tenant shall
            --------------------------------------------------
keep the  Premises  in a clean and  sanitary  condition,  free from  vermin  and
escaping offensive odors.

         c. Plumbing  Facilities.   Tenant shall not use or permit others to use
            --------------------
any plumbing  facilities in the Demised Premises for any purpose other than that
for which  they were  constructed  or to dispose of any  damaging  or  injurious
substance or any grease or garbage therein.

         d. Obstructions.   Tenant  shall  not obstruct,  or  permit  others  to
            ------------
obstruct,  any  entrances  to the  building  or the halls and  stairs or loading
facilities thereof.  Landlord may prohibit congregation by employees in hallways
and other common areas.

         e. Storage. Tenant is prohibited from storing any materials, equipment,
            -------
parts,  pallets  or any other  items  used in its  business  outside  of Demised
Building Premises.

         Section 31.23 Quiet Enjoyment.  Upon  the payment of the Basic Rent and
                       ---------------
all  additional  rents  and  sums  herein  reserved  and  due and  upon  the due
performance  of all the terms,  covenants  and  conditions  herein  contained on
Tenant's part to be kept and performed, Tenant shall and may at all times during
the Term peaceably and quietly enjoy the Premises,  subject to the terms of this
Lease.

                                  ARTICLE XXXII
                                   Definitions
                                  ------------

         Section 32.01 "Re-enter  and  Re-entry".   The   term   "re-enter"  and
                       -----------------------
"re-entry" as used in this Lease are not  restricted to their  technical,  legal
meaning.

         Section 32.02 "Landlord".  The  term  "Landlord"  as used in this Lease
                       -----------
means only the holder,  for the time being,  of Landlord's  interest  under this
Least so that in the event of any  transfer of title to the  Premises,  Landlord
shall be and  hereby  is  entirely  freed and  relieved  of all  obligations  of
Landlord hereunder accruing after such transfer,  and it shall be deemed without
further agreement between the parties that such grantee,  transferee or assignee
has  assumed  and agreed to observe  and  perform  all  obligations  of Landlord
hereunder  arising  during the period it is the  holder of  Landlord's  interest
hereunder.

         Section 32.03 "Lease Interest Rate". The term "Lease Interest Rate", as
                       ---------------------
used in this Lease,  shall mean  interest at the then current  "prime" plus four
(4%)  percent  rate of interest  charged by First  Fidelity  Bank,  Newark,  Now
Jersey, to its commercial customers.

         Section 32.04 "Tenant's  Pro Rata  Share".  The term "Tenant's Pro Rata
                       ---------------------------
Share" as it appears in this Lease shall be Forty-Four (44.0%) Percent.

         Section 32.05 "Additional Rent".  All  costs  and  charges  of whatever
                       -----------------
nature to be paid by Tenant under this Lease,  whether to be made to Landlord or
to any other party, shall be deemed additional rent, whether or not expressly so
stated elsewhere in this Lease.

                                       21
<PAGE>

                                 ARTICLE XXXIII
                                     Parking
                                    --------

         Section 33.01 Parking. Tenant shall have the non-exclusive privilege to
                       -------
use such common  parking areas of the property for the parking of Tenant's motor
vehicles as may be made available from time to time by Landlord,  in common with
others to whom Landlord may grant such  privilege  provided such motor  vehicles
shall not  obstruct or  otherwise  interfere  with the loading  platforms of any
other tenant.

                                 ARTICLE XXXIV
                             Submission Not Binding
                            -----------------------

         Section 34.01 Submission Not Binding. Submission by the Landlord of the
                       ----------------------
within  Lease for  execution by the Tenant shall confer no rights nor impose any
obligations an either party, unless and until both the Landlord and Tenant shall
have  executed  this  Lease and  duplicate  originals  thereof  shall  have been
delivered to the respective parties.

                                  ARTICLE XXXV
                                 EDA, HUD, ETC.
                                 --------------

         Section 35.01 EDA, HUD, etc., Documents. Tenant shall execute and
                       --------------------------
deliver to Landlord,  within three (3) days of request  therefor,  all documents
and  certifications  of any  nature,  including  but not  limited  to  financial
statements  certified to be true and accurate and application forms, which shall
be deemed  necessary  or  advisable by Landlord in  connection  with  Landlord's
making of application  for and/or  procuring  financing which shall be issued or
guaranteed by, or shall  otherwise  involve any form of financial  assistance or
intervention  by, the New  Jersey  Economic  Development  Authority  (EDA),  the
Housing and Urban  Development  Agency of the United  States  (HUD),  and/or any
other federal, state or local government agency or instrumentality.  Anything to
the contrary in this Lease  notwithstanding,  if the EDA shall  disapprove  this
Lease or the occupancy of the Premises by Tenant,  this Lease shall thereupon be
null and void,  to the same  effect as if there were a  termination  pursuant to
Section 10.03 hereof.

                                 ARTICLE XXXVI
                              Compliance With Laws
                             ---------------------

         Section 36.01 Compliance With Laws.  Tenant  shall,  at  Tenant's  sole
                       --------------------
expense  (pro  rata  or  otherwise),   promptly  execute  and  comply  with  all
requirements  of  all  laws,  orders,   Federal,  state,  county  and  municipal
authorities and any board of fire  underwriters or similar  organization  having
jurisdiction  over the Premises,  (now or  hereinafter  enacted)  concerning the
Premises and/or the use and occupancy thereof,  including but not limited to all
requirements of the  Occupational  Safety and Health  Administration  and Tenant
shall not make any claim against  Landlord for any expense or damages  resulting
from such execution and compliance. Tenant shall also comply with the Industrial
Site  Recovery  Act,  N.J.S.A.  13:11K.6  et seq.,  and shall do all  things and
execute all documents necessary for said compliance  including,  but not limited
to, the submission to the New Jersey  Department of Environmental  Protection of
all necessary  documentation upon the termination of this Lease, the termination
of the use set forth in Section  14.01 hereof or the  conveyance of title to the
Premises.  Tenant shall be  responsible,  at Tenant's sole cost and expense,  to
obtain the issuance (if required by law) of a Certificate of Occupancy.

                                       22
<PAGE>

         IN WITNESS WHEREOF THE PARTIES HERETO AND HEREUNDER SET THEIR HANDS AND
SEALS THIS _____ DAY OF _____________, 2000.

LANDLORD:                                                       TENANT:




1413 Chestnut Street Partnership                      Vidikron of  America, Inc.

I hereby  unconditionally  guarantee  each tenancy  obligation  of the corporate
tenant herein.

This guarantee is my individual guarantee and is not revocable,  and is given to
the Landlord as  additional  consideration  to induce the Landlord to enter into
this Lease.




James Wellnitz

                                       23

<PAGE>



                               ENVIRONMENTAL RIDER
                              ---------------------
                                 ISRA COMPLIANCE
                                 ---------------

A.        Tenant  shall,   at  Tenant's own expense,  comply with the Industrial
          Site  Recovery  Act,   N.J.S.A.   13:1K-6  et  seq.,  the  regulations
          promulgated  thereunder  and any amending  successor  legislation  and
          regulations ("ISRA").  Tenant shall, at Tenant's own expense, make all
          submissions  to,  provide  all  information  to, and  comply  with all
          requirements  of,  the  Industrial  Site  Evaluation  Element  or  its
          successor  ("Element") of the New Jersey  Department of  Environmental
          Protection and Energy or its successor ("NJDEPE").

B.        Provided  this  Lease  is   not  previously   canceled  or  terminated
          by either  party or by operation  of law,  Tenant  shall  commence its
          submission  to the  Element  in  anticipation  of the end of the Lease
          term,  no later  than one year  prior to the  expiration  of the Lease
          term.

C.        For  purposes  of this  paragraph,  the term "Environmental Documents"
          shall mean all environmental documentation concerning the  premises or
          its  environs,  in the  possession or under  the  control  of  Tenant,
          including  without  limitation  all sampling  plans,  cleanup   plans,
          preliminary  assessment plans and reports,  site investigation   plans
          and  reports,  remedial  investigation  plans  and  reports,  remedial
          action plans and reports or the equivalent, sampling results, sampling
          result reports, date, diagrams,  charts, maps, analyses,  conclusions,
          quality assurance/quality control documentation,  correspondence to or
          from the  Element  or any other  municipal,  county,  state or federal
          governmental  authority,  submissions  to the  Element  or  any  other
          municipal,   county,  state  or  federal  governmental  authority  and
          directives,  orders, approvals and disapproval's issued by the Element
          or  any  other  municipal,   county,  state  or  federal  governmental
          authority.  During  the term of this Lease and  subsequently  promptly
          upon  receipt  by Tenant or  Tenant's  representatives,  Tenant  shall
          deliver  to  Landlord  all  Environmental   Documents   concerning  or
          generated  by or on behalf of Tenant,  whether  currently or hereafter
          existing.

D.        Tenant  shall  notify  Landlord  in advance  of all meetings scheduled
          between Tenant or Tenant's  representatives and  NJDEPE or  any  other
          environmental    authority,    and    Landlord    and       Landlord's
          representatives  shall  have the right,  without  the  obligation,  to
          attend and participate in all such meetings.

E.        Should  the  Element  or  any  other   division  of  NJDEPE  or  other
          governmental  authority  determine that a remedial  action workplan be
          prepared and that remediation be undertaken because fill materials, or
          hazardous or toxic  substances,  pollutants or wastes  exist,  or have
          been spilled, discharged or placed in, on, under or about the premises
          during the Lease term, Tenant shall, at Tenant's own expense, promptly
          prepare  and  submit  a  remedial  action  workplan  and  establish  a
          remediation  funding  source,  which plan and funding  source shall be
          satisfactory  to Landlord and shall  promptly  implement  the approved
          remedial action workplan to the satisfaction of Landlord.  In no event
          shall Tenant's  remedial action involve  engineering or  institutional
          controls,   including  without   limitation   capping,   deed  notice,
          declaration  of  restriction  or other  institutional  control  notice
          pursuant  to  P.L.   1993,   c.139,   and   notwithstanding   NJDEPE's
          requirements,  Tenant's  remedial action shall meet the most stringent
          NJDEPE remediation  standards for soil, surface water and groundwater.
          Promptly upon  completion of all required  investigatory  and remedial
          activities,  Tenant shall  restore the affected  areas of the premises
          from any damage or  condition  caused by the work,  including  without
          limitation  closing,  pursuant  to law,  any  wells  installed  at the
          premises.

                                       24
<PAGE>

F.        At  no  expense  to  Landlord,   Tenant  shall  promptly  provide  all
          information  requested  by  Landlord  or NJDEPE for  preparation  of a
          non-applicability    affidavit,    de   minimus   quantity   exemption
          application,  limited  conveyance  application or other submission and
          shall promptly sign such affidavits and submissions  when requested by
          Landlord or NJDEPE.

G.        Should Tenant's  operations  at  the  premises  be  outside  of  those
          industrial  operations  covered by ISRA, Tenant shall, at Tenant's own
          expense,  obtain a letter of  non-applicability or de minimus quantity
          exemption  from the Element prior to termination of the Lease term and
          shall promptly provide Tenant's submission and the Element's exemption
          letter to Landlord. Should Tenant obtain a letter of non-applicability
          or a de minimus  quantity  exemption  from the  Element,  then  Tenant
          shall,  at  Landlord's  option,  hire  a  consultant  satisfactory  to
          Landlord to undertake sampling at the premises sufficient to determine
          whether fill materials,  or hazardous or toxic substances,  pollutants
          or wastes exist or have been spilled,  discharged  or placed,  in, on,
          under or about the premises during the Lease term.  Tenant's  sampling
          shall also establish the integrity of all underground storage tanks at
          the  premises.  Should the  sampling  reveal any spill,  discharge  or
          placing  of fill  materials,  or of  hazardous  or  toxic  substances,
          pollutants or wastes, in, on, under or about the premises, then Tenant
          shall,  at  Tenant's  expenses,  prior to the  expiration  or  earlier
          termination of the Lease term,  promptly remediate the premises to the
          satisfaction  of  Landlord  and  NJDEPE.  In no event  shall  Tenant's
          remedial  action  involve   engineering  or  institutional   controls,
          including  without  limitation  capping,  deed notice,  declaration of
          restriction or other  institutional  control  notice  pursuant to P.L.
          1993,  c.139,  and  notwithstanding  NJDEPE's  requirements,  Seller's
          remedial  action  shall  meet the most  stringent  NJDEPE  remediation
          standards for soil, surface water and groundwater.

H.        If  Tenant   fails  to   obtain   either:   (i)  a   non-applicability
          letter; (ii) a de minimus quantity  exemption;  (iii) an unconditional
          approval of Tenant's negative declaration; or (iv) a no further action
          letter   with   respect  to   Tenant's   remedial   action   workplan;
          (collectively  referred to as "ISRA  Clearance") from the Element;  or
          fails to remediate the premises  pursuant to  subparagraph  (G) above,
          prior to the  expiration  or earliest  termination  of the Lease term,
          then upon the  expiration  or  earlier  termination  of the Lease term
          Landlord  shall have the option either to consider the Lease as having
          ended or to treat  Tenant as a holdover  tenant in  possession  of the
          premises. If Landlord considers the Lease as having ended, then Tenant
          shall  nevertheless  be obligated to promptly obtain ISRA Clearance or
          fulfill the obligations  set forth in  subparagraph  (G) above, as the
          case may be.  If  Landlord  treats  Tenant  as a  holdover  tenant  in
          possession of the premises,  then Tenant shall monthly pay to Landlord
          double the regular and  additional  monthly  rent which  Tenant  would
          otherwise have paid,  until such time as Tenant obtains ISRA Clearance
          or fulfills its obligations under  subparagraph (G) above, as the case
          may be, and during the holdover  period all of the terms of this Lease
          shall remain in full force and effect.

                                       25
<PAGE>

I.        Tenant   represents  and  warrants  to  Landlord  the  Tenant  intends
          to use the premises for  _____________________,  which operations have
          the following Standard Industrial Classification ("S.I.C.") numbers as
          defined  by  the  most  recent  edition  of  the  Standard  Industrial
          Classification Manual published by the Federal Executive Office of the
          President,  Office of  Management  and Budget:  _____________________.
          Tenant's   use  of  the   premises   shall   be   restricted   to  the
          classifications set forth above unless Tenant obtains Landlord's prior
          written  consent  to any change in use of the  premises.  Prior to the
          commencement  date of Tenant's Lease term,  Tenant shall supply to the
          Landlord an affidavit of an officer of Tenant ("Officer's  Affidavit")
          setting forth Tenant's  S.I.C.  numbers and a detailed  description of
          the operations and processes  Tenant shall  undertake at the premises,
          organized in the form of a narrative  report  including a  description
          and  quantifications of hazardous or toxic substances,  pollutants and
          wastes to be generated,  manufactured,  refined, transported, treated,
          stored, handled or disposed of at the premises, Following commencement
          of  the  Lease  term,  Tenant  shall  notify  Landlord  by  way  of  a
          supplemental  Officer's  Affidavit  as  to  any  changes  in  Tenant's
          operation,  S.I.C. numbers or use, generation,  manufacture  refining,
          transportation,  treatment, storage, handling or disposal of hazardous
          or toxic substances, pollutants and wastes.

J.        Tenant   shall   permit  Landlord   and  Landlord's  agents,  servants
          and  employees,  including  but  not  limited  to  legal  counsel  and
          environmental  consultants  and engineers,  access to the premises for
          the purposes of  environmental  inspection and sampling during regular
          business  hours,  or during  other hours  either by  agreement  of the
          parties or in the event of any environmental  emergency.  Tenant shall
          not restrict access to any part of the premises,  and Tenant Shall not
          impose  any  conditions  to  access.  In  the  event  that  Landlord's
          environmental  inspection  shall  include  sampling and testing of the
          premises,  Landlord  shall use its best efforts to avoid  unreasonably
          interfering with Tenant's use of the premises,  and upon completion of
          sampling  and testing  shall,  to the extent  reasonably  practicable,
          repair and restore the affected  areas of the premises from any damage
          caused by the sampling and testing.

K.        Tenant  shall  indemnify,  defend  and  hold  harmless  Landlord  from
          and against all claims,  liabilities,  losses, damages,  penalties and
          costs,  foreseen or unforeseen,  including without limitation counsel,
          engineering and other  professional or expert fees, which Landlord may
          incur resulting directly or indirectly, wholly or partly from Tenant's
          action or non-action  with regard to Tenant's  obligations  under this
          Paragraph.

                                       26
<PAGE>

L.        This paragraph shall survive the expiration or earlier  termination of
          this Lease.  Tenant's  failure to abide by the terms of this paragraph
          shall be restrainable by injunction.

LANDLORD:                                                       TENANT:




1413 Chestnut Street Partnership                      Vidikron of  America, Inc.

                                       27

<PAGE>



                                   SCHEDULE B
                                   ----------

Landlord agrees that it shall make the following alterations to the office space
as specified on Schedule A attached.

         1. Landlord  agrees to remove  the  existing  corridor  wall  (shown as
            Item 1 on Schedule A);

         2. Landlord  agrees  to construct a new sheetrock wall (shown as Item 2
            on Schedule A);

         3. Landlord  agrees that the new and existing offices shall be painted;

         4. Landlord  agrees  that  the  new and existing offices shall have new
            carpeting installed;

         5. Landlord agrees that ceiling tiles will be installed or replaced, as
            necessary;

         6. Landlord agrees that the existing offices shall have a central  HVAC
            system;

         7. Landlord  agrees  that  the  existing  lavatory and kitchen shall be
            cleaned and painted;

         8. Landlord agrees that the Showroom (designated as Item 3 on  Schedule
            A) shall be renovated as follows: new carpeting shall be  installed,
            the walls shall be painted, and  ceiling  tiles  shall  be  replaced
            where necessary. Landlord further agrees to remove the existing sink
            from the Showroom.

         9. Landlord agrees to construct a new room, the Repair Room (designated
            as Item 4 on Schedule A). Repair  Room  shall  have floor to ceiling
            walls and one set of double doors leading into the warehouse.  It is
            agreed that the Repair Room shall not require a  drop ceiling, floor
            tiles or separate heat.

        10. Tenant agrees to provide an air conditioning  unit for  the Showroom
            and Repair Room and to provide and install all appropriate ductwork.
            Landlord  agrees  that  it  shall  electrically  connect  said   air
            conditioning unit.

        11. Landlord agrees to replace two personnel doors in the warehouse.

        12. Landlord  agrees  to  install  metal bars over all existing side and
            rear windows.

        13. Landlord   agrees  to cut  the  overgrowth  in the  rear  courtyard.
            Thereafter,  however,  Tenant  agrees  that it  shall be responsible
            for all maintenance of the courtyard.

        14. Landlord agrees that the existing lighting fixtures shall be in good
            working order upon Tenant's occupancy.

        15. Landlord agrees to repair any holes in the warehouse floor.

                                       28
<PAGE>

        16. Landlord  agrees  that  the existing plumbing, heating and sprinkler
            system shall be in good working order upon occupancy.

LANDLORD:                                                       TENANT:




1413 Chestnut Street Partnership                      Vidikron of  America, Inc.

                                       29
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