EXHIBIT - 10.42

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                                      LEASE

                                     BETWEEN

                               CENTER REALTY, L.P.

                                       AND

                                  DSL ATLANTIC

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DATE OF LEASE:                       MARCH, 1993

LANDLORD:                            CENTER REALTY, L.P.
                                     A New Jersey Limited Partnership
      NOTICE ADDRESS:                300 Raritan Center Parkway, P.O. Box 7815
                                     Edison, New Jersey 08818-7815

TENANT:                              DSL ATLANTIC
                                     A New Jersey Corporation
      NOTICE ADDRESS:                471 Blair Road
                                     Avenel, New Jersey 07001

      FEDERAL ID:
      SIC NUMBER:

REAL ESTATE BROKER:                  Bussel Realty

PREMISES:                            Referenced on "Exhibit A"
      SIZE:                          Approximately 3.3 acres of
      LOCATION:                      unimproved land area
                                     Raskulinecz Road, Carteret, New Jersey

USE OF PREMISES:                     Storage of shipping containers

TERM:                                Five (5) years and one half (1/2) month

      BEGINNING DATE:                June 15, 1993
      ENDING DATE:                   June 30, 1998

BASE MONTHLY RENT:                   $10,800.00 per month net, subject to
                                     adjustment per clause 1 of this Lease

REAL ESTATE TAXES:                   $1,485.00 per month, subject to adjustment
                                     per clause 2 of this Lease

SECURITY DEPOSIT:                    $10,800.00

The Landlord hereby leases the Premises to the Tenant, and the Tenant hereby
leases the Premises from the Landlord, in accordance with the terms of this
Lease, which consists of 8 pages and 1 exhibit.

WITNESS/ATTEST:                              LANDLORD/CENTER REALTY, L.P.

                                             By: Federal Business Centers, Inc.
                                                 Corporate General Partner

[ILLEGIBLE]                                  /s/ Peter Visceglia
---------------------------------            -----------------------------------
By:                                          By: Peter Visceglia, President

WITNESS/ATTEST:                              TENANT/DSL ATLANTIC

                                             /s/ Ernest Desaye
----------------------------------           -----------------------------------
By:                                          By: Ernest DeSaye, President

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DATE OF LEASE:                       MARCH, 1993

LANDLORD:                            CENTER REALTY, L.P.
                                     A New Jersey Limited Partnership
      NOTICE ADDRESS:                300 Raritan Center Parkway, P.O. Box 7815
                                     Edison, New Jersey 08818-7815

TENANT:                              DSL ATLANTIC
                                     A New Jersey Corporation
      NOTICE ADDRESS:                471 Blair Road
                                     Avenel, New Jersey 07001

      FEDERAL ID:
      SIC NUMBER:

REAL ESTATE BROKER:                  Bussel Realty

PREMISES:                            Referenced on "Exhibit A"
      SIZE:                          Approximately 3.3 acres of
      LOCATION:                      unimproved land area
                                     Raskulinecz Road, Carteret, New Jersey

USE OF PREMISES:                     Storage of shipping containers

TERM:                                Five (5) years and one half (1/2) month

      BEGINNING DATE:                JUNE 15, 1993
      ENDING DATE:                   JUNE 30, 1998

BASE MONTHLY RENT:                   $10,800.00 per month net, SUBJECT TO
                                     ADJUSTMENT PER CLAUSE 1 OF THIS LEASE

REAL ESTATE TAXES:                   $1,485.00 per month, SUBJECT TO ADJUSTMENT
                                     PER CLAUSE 2 OF THIS LEASE

SECURITY DEPOSIT:                    $10,800.00

The Landlord hereby leases the Premises to the Tenant, and the Tenant hereby
leases the Premises from the Landlord, in accordance with the terms of this
Lease, which consists of 8 pages and 1 exhibit.

WITNESS/ATTEST:                              LANDLORD/CENTER REALTY, L.P.

                                             By: Federal Business Centers, Inc.
                                                 Corporate General Partner
                                             /s/ Peter Visceglia, President
----------------------------------           -----------------------------------
By:                                          By: Peter Visceglia, President

WITNESS/ATTEST:                              TENANT/DSL ATLANTIC

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                                TABLE OF CONTENTS

CLAUSES                                                                     PAGE
-------------------------------------------------------------------------   ----
1.    BASE RENT..........................................................     1
2.    ADDITIONAL RENT....................................................     1
3.    LATE RENT..........................................................     1
4.    LIABILITY INSURANCE................................................     1
5.    REAL ESTATE COMMISSION.............................................     2
6.    QUIET ENJOYMENT....................................................     2
7.    USE OF PREMISES....................................................     2
8.    ACCESS TO PREMISES.................................................     3
9.    CONDITION OF PREMISES..............................................     3
10.   ALTERATIONS........................................................     3
11.   SIGNS..............................................................     4
12.   ASSIGNMENT AND SUBLETTING..........................................     4
13.   MORTGAGES..........................................................     5
14.   RECORDING..........................................................     5
15.   CONDEMNATION.......................................................     5
16.   RELOCATION.........................................................     6
17.   RETURN OF PREMISES.................................................     6
18.   COMPLIANCE WITH ENVIRONMENTAL LAWS.................................     6
19.   RELEASE AND INDEMNIFICATION........................................     7
20.   DEFAULT............................................................     8
21.   NOTICE AND CONSENT.................................................     9
22.   SEVERABILITY.......................................................     9
23.   GOVERNING LAW......................................................     9
24.   LANDLORD'S REPRESENTATIONS.........................................    10
25.   CERTIFICATE OF OCCUPANCY...........................................    10
26.   TERMINATION OPTION.................................................    10
27.   BINDING EFFECT OF LEASE............................................    10
28.   ENTIRE AGREEMENT...................................................    10

EXHIBITS

A.    PLAN OF PREMISES AND SPECIFICATIONS...........................   EXHIBIT A

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                                  1. BASE RENT

Upon signing this Lease, the Tenant shall pay the base rent due for the first
month of the Term. After the first month of the Term, the Tenant shall pay base
rent on a monthly basis, in advance, on the first day of each month during the
remainder of the Term. Base rent shall be payable without prior demand and
without abatement, deduction, or setoff.

ON JUNE 1, 1996, THE MONTHLY INSTALLMENT OF RENT OF $10,800,00 SHALL BE ADJUSTED
until the expiration of the TERM HEREOF, by multiplying the same, times a
factor, the denominator of which shall be the "Consumers Price Index for All
Urban Consumers" (1982-1984=100), specified for "All Items", relating to the
United States, published by the Bureau of Labor Statistics for MAY, 1993 and the
numerator of which shall be the CPI for the month OF JUNE, 1996. In the event
the compilation or publication, or both, of the CPI is revised, discontinued or
transferred to any other governmental department, bureau or agency, the Landlord
may elect an alternative index for the purposes of the above adjustment.

                               2. ADDITIONAL RENT

On a monthly basis, COMMENCING WITH THE FIRST MONTH OF THE LEASE, the Tenant
shall pay its pro rata share of: taxes for land and taxes for any special
assessments related exclusively to the Premises. THE TENANT'S RESPONSIBILITY FOR
PAYMENT OF ANY SPECIAL ASSESSMENTS SHALL BE EXPRESSLY LIMITED TO THE PRO RATA
PORTION THEREOF WHICH SHALL BE DUE AND PAYABLE EACH YEAR DURING THE TERM OF THE
LEASE. THE LANDLORD SHALL ELECT TO PAY SUCH ASSESSMENT ON AN INSTALLMENT BASIS.
The Landlord shall have the exclusive right, but not the obligation, to contest
or appeal any assessment.

The Tenant's percentage of real estate taxes is based on the total gross square
footage of the Premises in elation to the total gross square footage of the lot
containing the Premises.

The Landlord shall adjust the real estate taxes on at least an annual basis, in
accordance with the actual real estate taxes incurred.

Upon signing this Lease, the Tenant shall pay the additional rent due for the
first month of the Term. After the first month of the Term, the Tenant shall pay
additional rent on a monthly basis, in advance, on the first day of each month
during the remainder of the Term. Additional rent shall be payable without prior
demand and without abatement, deduction, recoupment, or Setoff.

                                  3. LATE RENT

If the Landlord does not receive payment for base rent or additional rent by the
tenth day of the month, during which payment is due, then the Tenant shall pay
an amount, equal to two percent (2%) of the payment due, as additional rent for
the month during which payment is due, and an amount, equal to two percent (2%)
of the original payment due, as additional rent for each month thereafter during
which payment remains outstanding beyond the first day of the month.

                             4. LIABILITY INSURANCE

The Tenant, at its own expense, shall obtain and maintain a broad form,
comprehensive or commercial general liability insurance policy, including
contractual liability coverage. The policy shall apply to claims arising upon or
in connection with the Premises or the steps, sidewalks, parking areas, or
landscaped areas which immediately adjoin and serve the Premises. The policy
shall have a combined single limit no less than two million dollars
($2,000,000.00) without any deductible. Every five (5) years after the beginning
of the Term, the Landlord may require a reasonable increase of this limit.

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The Tenant, at its own expense, shall also obtain and maintain an all-risk legal
liability insurance policy, if applicable, for the personal property of others
which is in the care, custody, and control of the Tenant.

Both insurance policies shall name the Landlord as an additional insured. Both
policies shall be primary policies; they shall not contribute with or be in
excess of any insurance policy maintained by the Landlord. Both policies shall
provide coverage on an occurrence basis. Both policies shall provide that the
insurance company shall notify the Landlord at least thirty (30) days in advance
of the effective date of any modification or termination of the policies. Both
policies shall be issued by an insurance company authorized to do business in
New Jersey with a minimum A.M. Best rating of A15.

Before the beginning of the Term, and from time to time thereafter when the
insurance policies are renewed or replaced, the Tenant shall provide the
Landlord with a certificate of insurance which states that the policies in
effect are in compliance with the terms of this Lease.

                            5. REAL ESTATE COMMISSION

The Landlord and the Tenant represent to each other that neither of them has
consulted or negotiated with any real estate broker, salesperson, or finder with
regard to the Premises or this Lease, except for the real estate broker set
forth in this Lease. The Landlord shall pay the commission to the real estate
broker set forth in this Lease.

The Landlord shall defend, indemnify, and hold the Tenant harmless from any
claims for fees or commissions from anyone with whom the Landlord has dealt with
regard to the Premises or this Lease. The Tenant shall defend, indemnify, and
hold the Landlord harmless from any claims for fees or commissions from anyone
with whom the Tenant has dealt with regard to the Premises or this Lease, except
for the real estate broker set forth in this Lease.

                               6. QUIET ENJOYMENT

The Landlord shall give quiet enjoyment of the Premises to the Tenant so long as
the Tenant is not in default under the terms of the Lease.

                               7. USE OF PREMISES

The Tenant shall only use the Premises for the purpose set forth in this Lease.

The Tenant, at its own expense, shall:

      a) comply with all federal, state, county, and municipal laws, ordinances,
rules, and regulations;

      b) use the Premises in a safe manner;

      c)use the Premises without causing any liens to affect the Premises;

      d) maintain the Premises in a neat, clean condition, free of trash and
vermin;

      e) use the Premises without disturbing the possession or quiet enjoyment
of any other tenant;

      f) keep all vehicles related to its business from parking on the street;
AND

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      g) use the Premises in accordance with reasonable, nondiscriminatory
regulations established from time to time by the Landlord.

                              8. ACCESS TO PREMISES

After providing the Tenant with reasonable advance verbal or written notice, the
Landlord or its agents may enter the Premises during normal business hours to:
(a) inspect the Premises, (b) show the Premises to other persons, or (c)
maintain or repair the Premises. The Landlord or its agents may enter the
Premises at any time in response to an emergency.

                            9. CONDITION OF PREMISES

The Tenant has inspected the Premises and accepts the Premises "as is" with any
and all patent and latent defects. The Landlord shall not have any obligation
whatsoever to repair or maintain the Premises. THE LANDLORD REPRESENTS THAT IT
IS NOT AWARE OF ANY LATENT DEFECTS IN THE PREMISES.

During the entire Term or any period of occupancy, if the Tenant, its employees,
its agents, or its invitees cause any defect or damage to any part of the
Premises, then the Tenant, at its own expense, shall promptly repair or replace
the defective or damaged part of the Premises.

The Tenant shall promptly notify the Landlord of any defect or damage in the
condition of any part of the Premises which the Tenant is obligated to repair or
replace under the terms of this clause. The quality of all workmanship used to
make repairs and replacements shall be equal to or better than the quality of
the original workmanship. The materials used shall be identical to the original
materials.

                                 10. ALTERATIONS

The Tenant shall not make any alterations, additions, or improvements to the
Premises without the Landlord's prior written consent which shall not be
unreasonably withheld or delayed.

The Tenant, at is own expense, shall obtain all necessary permits and provide
the Landlord with copies before beginning any work. All work shall be performed
by contractors designated by the Landlord. All materials used shall be identical
to the original materials used to construct the Premises. The Tenant, at its own
expense, shall obtain a new certificate of occupancy or a certificate of
approval, if necessary, upon completion of any work and shall thereafter provide
the Landlord with a copy.

At the end of the Term, or upon the rightful termination of this Lease, based on
written instructions from the Landlord, WHICH SHALL BE GIVEN BY THE LANDLORD
WITH ITS CONSENT FOR SUCH ALTERATIONS, ADDITIONS, OR IMPROVEMENTS TO THE
PREMISES, the Tenant, at its own expense, shall either: (a) leave any
alterations, additions, or, improvements at the Premises, in which case they
shall be the property of the Landlord or (b) remove any alterations, additions,
or improvements, and restore the Premises to their original condition, excluding
normal wear and tear.

The Tenant shall promptly notify the Landlord of any lien or mechanic's notice
of intention filed by a third party in relation to work or materials for the
Tenant's alterations, additions, or improvements. The Tenant, at its own
expense, shall have any such lien or mechanic's notice of intention discharged
within thirty (30) days from the date on which the Tenant receives notice of the
filing.

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                                    11. SIGNS

The Tenant shall not install any sign without the Landlord's prior written
consent which shall not be unreasonably withheld or delayed. The Tenant, at its
own expense, shall obtain all necessary permits and shall provide the Landlord
with copies before making any installation,

                          12. ASSIGNMENT AND SUBLETTING

The terms of this clause shall apply every time that an assignment arises by
operation of law and every time that the Tenant desires to make any of the
following agreements:

      a)  an assignment of all or part of this Lease;

      b)  a sublease of all or part of the Premises; or

      c)  an agreement allowing a third party to use or occupy all or part of
          the Premises.

If an assignment arises by operation of law, or if the Tenant desires to make
any of the above-described agreements, then the Tenant shall provide the
Landlord with all of the following information in writing:

      a)  an explanation of the circumstances of the assignment by operation
          of law or the complete terms of the proposed agreement;

      b)  the standard industrial classification number(s) applicable to the
          proposed assignee, sublessee, or third party user,

      c)  a description of any hazardous wastes or hazardous substances, as
          defined under N.J.S.A. 13:lK-8 or N.J.S.A. 58:10-23.11b, and the
          related regulations, to be used, handled, or stored at the Premises
          by the proposed assignee, sublessee, or third party user; and

      d)  any other reasonably requested information about the assignment by
          operation of law, the proposed agreement, or the proposed assignee,
          sublessee, or third party user.

The Landlord shall respond, in writing, to the Tenant's request related to the
proposed assignee, sublessee, or third party user within fourteen (14) days
after the Tenant provides the above-described information.

If the proposed assignee, sublessee, or third party user does not have a
standard industrial classification number subject to N.J.S.A. 13:lK-6 ET SEQ
("ECRA"), and if no hazardous substances or hazardous wastes, as defined under
N.J.S.A. 13:lK-8 or N.J.S.A. 58:10-23.llb, and the related regulations, are to
be used, handled, or stored at the Premises by the proposed assignee, sublessee,
or third party user, then the Landlord shall either (a) consent, (b) reasonably
withhold its consent, or (c) terminate this Lease per the terms of this clause.

If, however, the proposed assignee, sublessee, or third party user has a
standard industrial classification number subject to N.J.S.A. 13:1K-6 ET SEQ.
("ECRA"), or if hazardous substances or hazardous wastes, as defined under
N.J.S.A. 13:lK-8 or N.J.S.A. 58:10-23.11b, and the related regulations, are to
be used, handled, or stored at the Premises by the proposed assignee, sublessee,
or third party user, then the Landlord, in its sole discretion, which may be
reasonable or unreasonable, shall either (a) consent, (b) withhold its consent,
or (c) terminate this Lease per the terms of this clause.

The Tenant shall not permit any assignee, sublessee, or third party user to use
or take possession of all or part of the Premises, unless the Landlord has
consented in writing. In addition, before any assignment by operation of law or
any proposed agreement takes effect, the Tenant, at its own expense,

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shall either comply with N.J.S.A, 13:lK-6 ET SEQ. ("ECRA"), if applicable, or
obtain approval of a nonapplicability application.

By consenting to any assignment by operation of law or any proposed agreement,
the Landlord shall not be releasing the Tenant from any of its obligations under
the terms of this Lease.

Consent to any one assignment by operation of law or any one proposed agreement
shall not be deemed to be consent to any subsequent assignment by operation of
law or any subsequent proposed agreement and shall not be deemed to be a waiver
of any of the terms of this clause.

If the Landlord exercises its right of termination under the terms of this
clause, and if an assignment by operation of law or a proposed agreement applies
to all of the Premises, then the Landlord may terminate this Lease for all of
the Premises. If, however, an assignment by operation of law or a proposed
agreement only applies to part of the Premises, then the Landlord may terminate
this Lease for that part of the Premises covered by the assignment by operation
of law or the proposed agreement, in which case the amount of base rent and the
Tenant's share of additional rent shall be prorated. Any termination shall be
effective sixty (60) days from the date on which the Tenant receives the
Landlord's notice of termination. If the Landlord terminates this Lease for all
of the Premises, then the Landlord may lease all or part of the Premises and/or
any other space directly to the proposed assignee, sublessee, or third party
user. If the Landlord terminates this Lease for part of the Premises, then the
Landlord may lease that part of the Premises and/or any other space directly to
the proposed assignee, sublessee, or third party user.

If the Landlord exercises its right of termination under the terms of this
clause, then, within fourteen (14) days of the Landlord's notice of termination,
the Tenant may withdraw its request related to a proposed assignee, sublessee,
or third party user, by sending a written notice of withdrawal to the Landlord,
in which case the Tenant's request and the Landlord's termination with respect
thereto shall be [ILLEGIBLE].

                                  13. MORTGAGES

THE LANDLORD REPRESENTS THAT THERE ARE NO MORTGAGES ON THE PREMISES. Any future
mortgage made by the Landlord shall have priority over this Lease. Upon receipt
of notice from the Tenant, the Landlord, however, shall use its best efforts to
obtain an agreement from any future mortgagee, indicating that the mortgagee
shall not disturb the Tenant's possession of the Premises so long as the Tenant
is in strict compliance with the terms of this Lease. Upon request, the Tenant
shall promptly provide the Landlord's mortgagee with all reasonably requested
information and representations in writing. IF THE LANDLORD FAILS TO OBTAIN A
NON-DISTURBANCE AGREEMENT RESPECTING ANY FUTURE MORTGAGEE ON THE PREMISES, THEN
THE LANDLORD SHALL SO ADVISE THE TENANT AND THE TENANT, AT ITS OPTION, MAY
TERMINATE THIS LEASE UPON THIRTY (30) DAYS WRITTEN NOTICE TO THE LANDLORD.

                                  14. RECORDING

The Tenant shall not record this Lease or any other document related to this
Lease or the Premises.

                                15. CONDEMNATION

If all or part of the Premises is taken, on a permanent or a temporary basis,
through a condemnation proceeding under the right of eminent domain, then the
Landlord shall receive the entire payment from the condemner for the taking of
the Premises. The Tenant waives all claims against the Landlord and the
condemner on account of the taking of the Premises. IN THE EVENT OF A PARTIAL
CONDEMNATION, THE TENANT MAY TERMINATE THE LEASE UPON WRITTEN NOTICE TO THE
LANDLORD WITHIN THIRTY (30) DAYS OF

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THE TENANT'S RECEIPT OF NOTICE OF TAKING. IF THE TENANT DOES NOT TERMINATE, THE
RENT AND ADDITIONAL RENT SHALL BE REDUCED PRO RATA WITH SUCH TAKING.

                                 16. RELOCATION

The Landlord may relocate the Tenant to relocation premises within the same
general area of Federal Boulevard after providing the Tenant with a notice of
relocation one hundred twenty (120) days in advance of the relocation date. The
relocation premises shall be substantially similar to the Premises, shall
contain substantially the same improvements which exist at the Premises as of
the relocation date, SHALL BE NOT MORE THAN ONE-QUARTER MILE FROM THE PREMISES,
AND SHALL CONTAIN ENOUGH AREA TO PERMIT THE STORAGE OF THE SAME NUMBER OF
CONTAINERS AND IN THE SAME MANNER AS THE TENANT IS ABLE TO STORE ON THE
PREMISES. The Landlord shall pay all of the reasonable costs of relocating the
Tenant's personal property. THERE SHALL BE NO CHANGE IN RENT OR ADDITIONAL RENT
BY REASON OF SUCH RELOCATION.

                             17. RETURN OF PREMISES

By the end of the Term, or upon the rightful termination of this Lease, the
Tenant, at its own expense, shall return the Premises to the Landlord in the
same condition as at the beginning of the Term, excluding normal wear and tear.

If the Tenant leaves any property at the Premises after the end of the Term or
after the rightful termination of this Lease, then such property shall be deemed
to be abandoned AFTER WRITTEN NOTICE FROM THE LANDLORD AND THE EXPIRATION OF TEN
(10) DAYS GRACE PERIOD THEREAFTER. The Landlord may store, use, sell, or dispose
of the abandoned property. The Tenant shall pay all expenses related to the
abandoned property as additional rent.

                     18. COMPLIANCE WITH ENVIRONMENTAL LAWS

The Tenant represents, to the best of the Tenant's knowledge, that the Standard
Industrial Classification ("SIC") number set forth in this Lease is the only SIC
number applicable to the Tenant. The Tenant shall promptly notify the Landlord
if that SIC number becomes inapplicable or if another SIC number becomes
applicable.

The Tenant shall not bring or keep any hazardous substances or hazardous wastes,
as defined under the provisions of N.J.S.A. 13:1K-8 and N.J.S.A. 58:10-23.11b
and the related regulations, at the Premises.

If N.J.S.A. 13:1K-6 ET SEQ. ("ECRA") is applicable to the Premises due to the
Tenant's actions or due to the expiration or rightful termination of this Lease,
then the Tenant, at its own expense, shall comply with ECRA and effect all steps
necessary to obtain approval of a negative declaration or a completed cleanup.
The Tenant, however, shall not be responsible for any cleanup costs related to
any environmental contamination caused before the beginning of the Term or
caused by the Landlord or its AGENTS, SERVANTS OR EMPLOYEES at any time. If ECRA
is not applicable to the Premises due to the Tenant's actions or due to the
expiration or rightful termination of this Lease, then, by the end of the Term,
or upon any rightful termination of this Lease, the Tenant, at its own expense,
shall obtain approval of a nonapplicability application. The Tenant shall begin
the process of complying with the terms of this clause no later than six (6)
months prior to the expiration of the Term. The Tenant shall

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promptly provide the Landlord with copies of all communications to and from the
New Jersey Department of Environmental Protection.

If the Term ends, or if this Lease is rightfully terminated, and if the Landlord
cannot use, lease, demolish, or improve the Premises because the Tenant has not
complied with ECRA, as required under the terms of this clause previously set
forth, or is in the process of complying with ECRA, as required under the terms
of this clause previously set forth, then the Tenant shall continue to pay
additional rent and fair market value base rent, which base rent shall be no
less than the base rent set forth in this Lease, until the Tenant effects
compliance, without any right to possession of the Premises.

If any lien, imposed under the provisions of N.J.S.A. 58:10-23.11 ET SEQ. or
imposed under the provisions of 42 U.S.C. 9601 ET SEQ., affects the Premises due
to the act or neglect of the Tenant, then the Tenant shall have such lien
removed within thirty (30) days from the date on which the Tenant receives
notice of the lien.

The Tenant shall defend, indemnify, and hold the Landlord harmless from any
claim, damage, loss, liability, or expense related to the Tenant's failure to
comply with the terms of this clause. The Tenant's obligations under the terms
of this clause shall survive the termination or expiration of this Lease.

                         19. RELEASE AND INDEMNIFICATION

A) The Tenant releases the Landlord and agrees to defend, indemnify, and hold
the Landlord harmless from any claim by any person for any injury, death,
damage, loss, liability, or expense which (1) arises upon, about, or in
connection with the Premises or the steps, sidewalks, parking areas, or
landscaped areas which immediately adjoin and serve the Premises, (2) arises due
to an occurrence during the Term or any period of occupancy by the Tenant, and
(3) arises due to any of the following causes or events:

      a) a delay in completing the Premises or in obtaining a certificate of
      occupancy for the Premises (THE LANDLORD HAS NO KNOWLEDGE AS OF THE DATE
      HEREOF OF ANY EVENT OR CONDITION WHICH WOULD PREVENT OR DELAY THE ISSUANCE
      OF A CERTIFICATE OF OCCUPANCY);

      b) a delay in the delivery of possession of the Premises caused by an
      existing occupant at the Premises;

      c) the defective or damaged condition of any part of the Premises, the
      building, or the steps, sidewalks, parking areas, or landscaped areas
      which immediately adjoin and serve the Premises;

      d) the stoppage, malfunction, or breakdown of any of the systems serving
      the Premises or the building, including, without limitation, the water
      system, the plumbing system, the sewer system, the drainage system, the
      sprinkler system, the electric system, the lighting system, the gas
      system, or the heating, ventilating, and air-conditioning system;

      e) the stoppage or reduction of any utility service, EXCEPT THAT IF THE
      SAME CONTINUES FOR THIRTY (30) DAYS, THEN THE TENANT MAY TERMINATE THIS
      LEASE;

      f) the active or passive, ordinary negligence of any person, including the
      Landlord, its employees, and its agents, except as specifically set forth
      in paragraph B of this clause;

      g) the gross negligence of any person, except for the Landlord, its
      employees, or its agents;

      h) the intentional misconduct or criminal act of any person, except for
      the Landlord and except for the Landlord's employees or agents acting upon
      the Landlord's instructions;

      i) an Act of God, force majeure, or weather condition, including, without
      limitation, temperature, dampness, wind, rain, lightening, sleet, snow,
      hail, ice, flood, tornado, hurricane, or earthquake; or

      j) falling objects, water, steam, fire, smoke, explosion, vermin, strike,
      riot, insurrection, public enemy, or war.

B) Notwithstanding anything to the contrary contained in this clause, the
Tenant's agreement to defend, indemnify, and hold the Landlord harmless shall
not apply to the sole ordinary negligence of the

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Landlord, its employees, or its agents, as such sole ordinary negligence relates
to any obligation of the Landlord to construct, alter, repair, maintain, or
service the Premises, the building, or the steps, sidewalks, parking areas, or
landscaped areas which immediately adjoin and serve the Premises or other
COVENANTS BREACHED BY THE LANDLORD. In all other instances of the ordinary
negligence of the Landlord, its employees, or its agents, the Tenant's agreement
to defend, indemnify, and hold the Landlord harmless shall be limited to TWO (2)
million dollars ($2,000,000.00) per occurrence.

C) The Tenant's release and the Tenant's agreement to defend, indemnify, and
hold the Landlord harmless shall apply to all damages and expenses, including,
without limitation, nominal damages, direct damages, compensatory damages,
CONSEQUENTIAL DAMAGES, special damages, lost profits, incidental damages, fines,
penalties, punitive damages, attorneys' fees, court costs, costs of suit,
arbitration costs, and interest.

D) The Tenant's obligations under the terms of this clause shall survive the
termination or expiration of this Lease.

E) The Landlord shall not be liable, by way of subrogation or otherwise, to any
insurance company insuring the Tenant, and the Tenant hereby waives any such
insurance company's right of recovery against the Landlord. All of the Tenant's
insurance policies shall contain an endorsement waiving the insurer's
subrogation rights against the Landlord.

                                   20. DEFAULT

If the Tenant does not strictly comply with all of the terms of this Lease, then
the Tenant shall be in default. In addition, the Tenant shall be in default if:
a) the Tenant makes an assignment for the benefit of creditors, b) the Tenant is
decreed insolvent or bankrupt according to law, or c) a receiver is appointed
for the Tenant.

If the Tenant is in default, then the Landlord may send a written notice of
default to the Tenant, indicating why the Tenant is not in strict compliance
with the terms of this Lease. After receiving a notice of default, the Tenant
shall cure any monetary default or any non-monetary default within five (5)
days. If, however, a non-monetary default cannot be cured within five (5) days,
then the Tenant shall begin to cure the default within five (5) days and shall
continue to diligently cure the default thereafter. If the Tenant does not
perform within five (5) days after receiving a notice of default, then the
Landlord may cure any default on behalf of the Tenant, in which case the cost of
curing shall be payable as additional rent. In addition, the Landlord shall have
a right to suspend performance of its obligations under the terms of this Lease,
shall have a right of re-entry, shall have a right of termination, and shall
have all other remedies available under the law.

If the Tenant has been in non-monetary default for the same reason on two (2)
occasions during any twelve (12) month period during the Term, and if the Tenant
is in default for the same reason on any subsequent occasion at any time during
the Term, then, FALLING any cure, the Landlord UPON TEN (10) DAYS WRITTEN NOTICE
TO THE TENANT, shall have a right to suspend performance of its obligations
under the terms of this Lease, shall have a right of re-entry, shall have a
right of termination, and shall have all other remedies available under the law.

If the Tenant occupies any property owned by the Landlord or its affiliated
companies, other than the Premises, then the Tenant shall be in default and
shall pay additional rent and fair market value base rent for the property
wrongfully occupied for the period of occupancy.

If the Tenant is in monetary default and has vacated the Premises before the end
of the Term, or if the Landlord obtains a judgment for possession of the
Premises against the Tenant before the end of the Term, then the Landlord shall
try to reasonably re-rent the Premises. The Tenant shall continue to pay

                                     8 of 10

<PAGE>

base rent and additional rent to the Landlord until the beginning date of a new
lease for the Premises or until the end of the Term, whichever comes first.

If the Landlord reasonably re-rents the Premises before the end of the Term,
then, as of the beginning date of the new lease for the Premises, the Tenant
shall pay the following costs as additional rent: a) reasonable administrative
costs incurred to advertise and show the Premises and incurred to make the new
lease, b) reasonable costs incurred to prepare the Premises for the new tenant,
and c) reasonable real estate commissions paid to a broker for finding the new
tenant. These costs shall be prorated for the remainder of the Term of this
Lease in relation to the term of the new lease.

If the Landlord reasonably re-rents the Premises for a monthly base rent amount
which is lower than the base rent amount due under the terms of this Lease,
then, as of the beginning date of the new lease, the Tenant shall pay for the
entire deficiency which will exist for the remainder of the Term. If the
Landlord re-rents the Premises for a monthly base rent amount which is higher
than the base rent amount due under the terms of this Lease, then the Tenant
shall not receive any credit for the surplus toward the rent and additional rent
due through the beginning date of the new lease.

The Landlord and the Tenant shall resolve any claim or controversy related to
this Lease or to the Premises through an arbitration proceeding in Edison, New
Jersey in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, except that the Landlord shall have the right to pursue
a summary dispossession action or a distraint action in the Superior Court of
New Jersey according to the laws of New Jersey. The Superior Court of New Jersey
may enter judgment upon any decision rendered through arbitration.

The Tenant OR THE LANDLORD shall pay all of the OTHER PARTY'S reasonable costs
of enforcing the terms of this Lease, including, without limitation, reasonable
attorneys' fees and disbursements, arbitration costs, and court costs.

If the Tenant is in default, then the Landlord's delay in sending a notice of
default, the Landlord's delay in starting an arbitration proceeding or a court
action against the Tenant, or the Landlord's acceptance of rent shall not be a
waiver of the default and shall not prevent the Landlord from enforcing the
terms of this Lease.

All of the Landlord's remedies set forth in this clause are cumulative and are
not exclusive of any other remedies available under the law.

                             21. NOTICE AND CONSENT

Except as specifically set forth in this Lease, all notices and consents given
under the terms of this Lease shall: (a) be in writing, (b) be sent by certified
mail, return receipt requested, or hand delivered to the addresses for notices
set forth in this Lease, and (c) be deemed to have been given upon receipt. By
giving notice, the Landlord or the Tenant may hereafter designate different or
additional addresses for their respective notices.

                                22. SEVERABILITY

If any part of this Lease is contrary to law or otherwise unenforceable, then
the remainder of this Lease shall remain in effect.

                                23. GOVERNING LAW

The terms of this Lease shall be governed, interpreted, and construed according
to the laws of New Jersey.

                                     9 of 10

<PAGE>

                         24. LANDLORD'S REPRESENTATIONS

THE LANDLORD MAKES THE FOLLOWING REPRESENTATIONS IN RESPECT OF THE PREMISES:

      A)    THERE IS NO OUTSTANDING CITATIONS FOR VIOLATION OF ENVIRONMENTAL
            LAWS;

      B)    THERE IS NO OUTSTANDING CITATIONS FOR VIOLATION OF ANY LAW;

      C)    THE LANDLORD HAS NO KNOWLEDGE OF THE EXISTENCE OF ENVIRONMENTAL
            VIOLATION OR VIOLATION OF ANY OTHER LAW;

      D)    THERE ARE NO HAZARDOUS WASTES OR SUBSTANCES LOCATED AT THE DEMISED
            PREMISES;

      E)    THERE IS NO PENDING OR THREATENED CONDEMNATION OF ALL OR ANY PORTION
            OF THE DEMISED PREMISES;

      F)    THE DEMISED PREMISES ARE AT LEASE INCEPTION IN COMPLIANCE WITH ALL
            FEDERAL, STATE, COUNTY AND MUNICIPAL LAWS, ORDINANCES, RULES AND
            REGULATIONS.

                          25. CERTIFICATE OF OCCUPANCY

IT SHALL BE THE TENANT'S OBLIGATION TO OBTAIN THE CERTIFICATE OF OCCUPANCY AND
IN THAT CONNECTION TO PAY ALL APPLICABLE FEES RELATED THERETO. THE LANDLORD
SHALL BE RESPONSIBLE FOR ANY REPAIRS TO THE PREMISES NECESSARY TO OBTAIN THE
CERTIFICATE OF OCCUPANCY. IF THE CERTIFICATE OF OCCUPANCY IS NOT OBTAINED BY THE
COMMENCEMENT DATE, THEN THE TENANT SHALL HAVE THE RIGHT TO TERMINATE THIS LEASE.

                             26. TERMINATION OPTION

THE TENANT SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT EFFECTIVE DECEMBER
31, 1997. SAID RIGHT SHALL BE EXERCISED ONLY UPON WRITTEN NOTICE TO THE LANDLORD
THE SAME TO BE RECEIVED BY THE LANDLORD NOT LATER THAN SEPTEMBER 30, 1997.

                           27. BINDING EFFECT OF LEASE

This Lease binds the Landlord and all parties which rightfully succeed to its
rights or take its place. This Lease binds the Tenant and all parties which
rightfully succeed to its rights or take its place with the Landlord's consent
in accordance with the terms of this Lease.

                              28. ENTIRE AGREEMENT

This Lease contains the entire agreement made by the Landlord and the Tenant.
The terms of this Lease shall not be changed or amended, except by the terms of
a subsequent written agreement signed by the Landlord and the Tenant.

                                    10 of 10

<PAGE>

                              COMMISSION AGREEMENT

DATE OF AGREEMENT:             JULY, 1993

LANDLORD:                      CENTER REALTY, L.P.
                               A New Jersey Limited Partnership
                               300 Raritan Center Parkway
                               P.O. Box 7815
                               Edison, New Jersey 08818-7815

BROKER:                        Bussel Realty
                               2850 Woodbridge Avenue
                               Edison, New Jersey 08837

COMMISSION:                    On July 6, 1993 -                 $9,810.00
                               On July 6, 1994 -                 $9,810.00
                               On July 6, 1995 -                 $9,810.00
                               If cancellation option has not been exercised:
                               On December 31, 1997              $3,240.00

TENANT:                        DSL ATLANTIC

PREMISES:                      Approximately 3 acres of unimproved land
                               Carteret, New Jersey

TERM OF LEASE:                 Five (5) Years
--------------------------------------------------------------------------------
In consideration of the professional services rendered by the Broker and the
mutual promises contained herein, the Broker and the Landlord hereby agree to
the terms of this Agreement.

                          1. LANDLORD'S REPRESENTATIONS

To the best of the Landlord's actual knowledge, the Landlord represents that the
Broker is the sole procuring cause of the Lease between the Landlord and the
Tenant. The Landlord represents that it has not dealt with any real estate
broker, salesperson, or finder with regard to the Tenant, other than the Broker.
The Landlord shall defend, indemnify, and hold the Broker harmless from any
claims for fees or commissions from anyone with whom the Landlord has dealt with
regard to the Tenant, other than the Broker.

                           2. BROKER'S REPRESENTATIONS

To the best of the Broker's actual knowledge, the Broker represents that the
Broker is the sole procuring cause of the Lease between the Landlord and the
Tenant. The Broker represents that it is a real estate broker licensed by the
State of New Jersey. The Broker represents that it has not dealt with any other
real estate broker, salesperson, or finder with regard to the Tenant. The Broker
shall defend, indemnify, and hold the Landlord harmless from any claims for fees
or commissions from anyone with whom the Broker has dealt with regard to the
Tenant, other than the Landlord.

                               3. CONFIDENTIALITY

The Terms of this Agreement and the terms of the Lease between the Landlord and
the Tenant shall be considered confidential business information. The Broker
shall not disclose this information to any other parties.

                                     1 of 3

<PAGE>

                              4. COMMISSION PAYMENT

The Landlord shall make the commission payment(s) set forth in this Agreement to
the Broker provided that the following conditions are satisfied:

      a)    the Broker is the sole procuring cause of the Lease between the
            Landlord and the Tenant;

      b)    the Landlord and the Tenant have signed the Lease;

      c)    the Tenant has paid the base rent and the additional rent due for
            the first month of the Term of the Lease;

      d)    the Tenant has paid the security deposit, if any;

      e)    the Tenant has begun to occupy the Premises;

      f)    the Tenant is in compliance with the monetary terms of the Lease;
            and

      g)    the Broker is in compliance with the terms of this Agreement.

If the Landlord has made any commission payment(s) to the Broker per this
Agreement, but it is determined that the Broker is not the sole procuring cause
of the Lease between the Landlord and the Tenant, then the Broker shall refund
such commission payment(s) to the Landlord.

                             5. COMMISSION COVERAGE

During the ten (10) year period following the beginning date of the Term of the
Lease (the "ten year coverage period"), the Landlord shall pay an additional
commission to the Broker provided that the following conditions are satisfied:

      a)    the Landlord and the Tenant make a "new agreement" for additional
            space or a "new agreement" for a renewal or an extension of the Term
            of the Lease, and

      b)    the Tenant does not recognize another real estate broker as a
            procuring cause of the "new agreement".

In the case of a "new agreement" for an extension of the Term of the Lease for a
period up to five (5) years, the broker's additional commission shall be paid as
of the beginning date of the "new agreement". In the case of a new agreement "
for an extension of the Term of the Lease for a period of more than five (5)
years, the Broker's additional commission shall be paid per a fair and
reasonable schedule to be mutually agreed upon by the Landlord and the Broker.

In the case of a "new agreement" for an expansion of the Premises for any
period, the Broker's additional commission shall be paid per a fair and
reasonable schedule to be mutually agreed upon by the Landlord and the Broker.

The Broker's additional commission shall be equal to five percent (5%) of the
total base net rent to be paid by the Tenant during the "ten year coverage
period" per the "new agreement".

Under the terms of this Agreement, the Landlord shall not pay any commission,
related to any rent paid or to be paid after the expiration of the "ten (10)
year coverage period," except as specifically set forth in the next sentence. If
the Broker actively represents the Tenant, and if the Tenant, in writing,
recognizes the Broker as its representative, and if, as a result of the Broker's
efforts, the Landlord and the Tenant make a "new agreement" related to the
period after the "ten (10) year coverage period", then the Landlord shall pay a
five percent (5%) commission to the Broker.

All additional commissions related to the period after the ten (10) year
coverage year", shall be paid per a fair and reasonable schedule to be mutually
agreed upon by the Landlord and the Broker.

                                 6. ARBITRATION

The Landlord and the Broker shall resolve any claim or controversy related to
this Agreement through a binding arbitration proceeding in Edison, New Jersey,
in accordance with the laws of New Jersey and the Commercial

                                     2 of 3

<PAGE>

Arbitration Rules of the American Arbitration Association. The Superior Court of
New Jersey may enter judgment upon any decision rendered through arbitration.

                              7. COMPLETE AGREEMENT

This Agreement contains the entire agreement made by the Landlord and the
Broker. The terms of this Agreement shall not be changed or amended, except by
the terms of a subsequent written agreement signed by the Landlord and the
Broker.

                               LANDLORD/CENTER REALTY, L.P.

WITNESS/ATTEST:                By: Federal Business Centers, Inc.
                                   Corporate General Partner

/s/ [ILLEGIBLE]                /s/ Peter Visceglia
----------------------------   ----------------------------
By:                            By: Peter Visceglia
                                   President

WITNESS/ATTEST:                BROKER/BUSSEL REALTY

                               /s/ Steve Bussel
____________________________   ----------------------------
By:                            By: Steve Bussel Pres.

                                     3 of 3

<PAGE>

                            SPACE EXPANSION AGREEMENT

DATE:                      NOVEMBER, 1994

LANDLORD:                  CENTER REALTY, L.P.
                           A New Jersey
                           300 Raritan Center Parkway
                           P.O. Box 7815
                           Edison, New Jersey 08818-7815

TENANT:                    DSL ATLANTIC
                           A New Jersey Corporation
                           800 Federal Boulevard
                           Carteret, NJ 07008

SIC Number:

EXISTING PREMISES:         Approximately 3.3 acres of unimproved land area
                           Raskulinecz Road
                           Carteret, New Jersey

ADDITIONAL PREMISES:       Approximately .76 acres of unimproved land area
                           Raskulinecz Road
                           Carteret, New Jersey
                           Referenced on "Exhibit A"

TERM FOR THE ADDITIONAL
PREMISES:                  Three (3) years and eight (8) months

   Beginning Date:         November 1, 1994
   Ending Date:            June 30, 1998

BASE NET RENT FOR THE
ADDITIONAL PREMISES:       $2,160.00 per month net

REAL ESTATE TAXES FOR
THE ADDITIONAL PREMISES:   $342.00 per month

PRIOR AGREEMENT(S)
IN EFFECT:     '           Lease dated March, 1993

--------------------------------------------------------------------------------

The Landlord and the Tenant hereby agree to the terms of this Agreement.

      1. The Tenant is presently occupying the Existing Premises under the terms
of the Lease and the above referenced supplemental agreement(s).

      2. On or about October 1, 1994, the Landlord, at its own expense, shall
prepare the Additional Premises per the plan and specifications referenced on
"Exhibit A" and shall obtain any Certificate of Occupancy for the Additional
Premises, which may be necessary. In connection with the drainage and fencing to
be installed as shown on Exhibit A, the Landlord and the Tenant agree that the
fence shall not be installed until after a review and determination by the
Landlord and the Tenant that the drainage system works as contemplated. The
Tenant

                                     1 of 2

<PAGE>

shall lease the Additional Premises per the terms of this Agreement effective
November 1, 1994.

      3. Beginning as of November 1, 1994 through June 30, 1998, the Tenant
shall pay the Base Net Rent for the Additional Premises as set forth above,
together with the rent for the Existing Premises as per the Lease.

      4. Beginning as of November 1, 1994 through June 30, 1998, the Tenant
shall pay Real Estate Taxes for the Additional Premises per the terms of clause
2 of the Lease dated March, 1993, together with the Real Estate Taxes for the
Existing Premises as per the Lease.

      5. Except as specifically set forth herein, all of the other terms of the
Prior Agreement(s) shall remain in effect and shall apply to the Additional
Premises.

      6. This Agreement binds the Landlord and all parties which rightfully
succeed to its rights or take its place. This Agreement binds the Tenant and all
parties which rightfully succeed to its rights or take its place with the
Landlord's consent in accordance with the terms of the Lease.

      7. This Agreement contains the entire agreement made by the Landlord and
the Tenant. The terms of this Agreement shall not be changed or amended, except
by the terms of a subsequent written agreement signed by the Landlord and the
Tenant.

                                       LANDLORD/CENTER REALTY, L.P.

WITNESS/ATTEST:                        By: Federal Business Centers, Inc.
                                           General Partner

/s/ Veronica V. Nash                     /s/ Peter Visceglia
----------------------------           ----------------------------
                                       By: Peter Visceglia
                                           President

 WITNESS/ATTEST:                       TENANT/DSL ATLANTIC

/s/ ILLEGIBLE                          /s/ Ernest DeSaye
----------------------------           ----------------------------
                                       By: Ernest DeSaye
                                           President

                                     2 of 2

<PAGE>

                            SPACE EXPANSION AGREEMENT

DATE:                      FEBRUARY, 1996

LANDLORD FOR
EXISTING PREMISES:         CENTER REALTY, L.P.
                           A New Jersey Limited Partnership
                           300 Raritan Center Parkway
                           P.O. Box 7815
                           Edison, New Jersey 08818-7815

LANDLORD FOR
ADDITIONAL PREMISES:       FEDERAL STORAGE WAREHOUSES
                           A New Jersey Corporation
                           300 Raritan Center Parkway
                           P.O. Box 7815
                           Edison, New Jersey 08818-7815

TENANT:                    DSL ATLANTIC, C/O FMI TRUCKING
                           A New Jersey Corporation
                           800 Federal Blvd.
                           Carteret, NJ 07008

                           SIC Number:

EXISTING PREMISES:         Approximately 4.06 acres of unimproved land area
                           Raskulinecz Road
                           Carteret, New Jersey

ADDITIONAL PREMISES:       Approximately 2.07 acres of unimproved land area
                           Federal Blvd. and Blair Road
                           Carteret, New Jersey
                           Referenced on "Exhibit A"

TERM FOR THE
ADDITIONAL PREMISES:       (to be determined)
                           Beginning Date: (to be determined)
                           Ending Date: June 30, 1998

MONTHLY RENT FOR
THE ADDITIONAL PREMISES:   $2,500.00 per acre, per month.  Said rent to be
                           apportioned pro rata for any partial acre.

REAL ESTATE TAXES FOR
THE ADDITIONAL PREMISES:   (INCLUDED IN MONTHLY RENT)

PRIOR AGREEMENT(S)
IN EFFECT:                 Lease dated March, 1993
                           Space Expansion Agreement dated November, 1994

--------------------------------------------------------------------------------

      The Landlord and the Tenant hereby agree to the terms of this Agreement.

      1. The Tenant is presently occupying the Existing Premises under the terms
of the Lease and the above referenced supplemental agreement(s).

                                     1 of 2

<PAGE>

                            TERM EXTENSION AGREEMENT

DATE:                         AUGUST, 1996

LANDLORD FOR PREMISES (A):    FEDERAL STORAGE WAREHOUSES, INC.
                              A New Jersey Corporation
                              300 Raritan Center Parkway
                              PO Box 7815
                              Edison, New Jersey 08818-7815

LANDLORD FOR PREMISES (B):    CENTER REALTY, L.P.
                              A New Jersey Limited Partnership
                              300 Raritan Center Parkway
                              PO Box 7815
                              Edison, New Jersey 08818-7815

TENANT:                       F.M.I. International Corp.
                              Successor in interest to:  DSL ATLANTIC
                              A New Jersey Corporation
                              800 Federal Boulevard
                              Carteret, NJ 07008

PREMISES(A):                  Approximately 4.06 acres of unimproved land area
                              Raskulinecz Road
                              Carteret, New Jersey

PREMISES(B):                  Approximately 2.07 acres of unimproved land area
                              Federal Boulevard and Blair Road
                              Carteret, New Jersey

TERM EXTENSION PERIOD:        Four (4) years and six (6) months
                              Beginning Date: July 1, 1998
                              Ending Date:  December 31, 2002

MONTHLY RENT FOR THE
COMBINATION OF PREMISES (A)
AND PREMISES (B) BEGINNING
JANUARY 1, 1998:              $15,325.00 per month gross

PRIOR AGREEMENT(S)
IN EFFECT:                    Lease dated March, 1993
                              Space Expansion Agreement dated November, 1994
                              Space Expansion Agreement dated February, 1996

--------------------------------------------------------------------------------

The Landlord and the Tenant hereby agree to the terms of this Agreement.

      1. The Tenant is presently occupying Premises (A) and Premises (B) under
the terms of the Prior Agreements.

      2. The Term of the Lease shall be extended for the Term Extension Period
set forth above.

      3. Beginning January 1, 1998, and continuing through the end of the Term
Extension Period on December 31, 2002, the Tenant shall pay the Monthly Rent set
forth

                                     1 of 2

<PAGE>

above, and its proportionate share of the increases, if any, in real estate
taxes, over those for the year 1996, on a monthly basis as Additional Rent, for
the Term Extension Period.

      4. Clause 26 of the Lease dated March, 1993, is void and shall have no
further effect.

      5. All of the other terms of the Prior Agreement(s) shall remain in
effect, except as specifically amended herein.

      6. This Agreement binds the Landlord and all parties which rightfully
succeed to its rights or take its place. This Agreement binds the Tenant and all
parties which rightfully succeed to its rights or take its place with the
Landlord's consent in accordance with the terms of the Lease.

      7. This Agreement contains the entire agreement made by the Landlord and
the Tenant. The terms of this Agreement shall not be changed or amended, except
by the terms of a subsequent written agreement signed by the Landlord and the
Tenant.

WITNESS/ATTEST:                        LANDLORD/CENTER REALTY, L.P.

                                       By: Federal Business Centers, Inc.
                                           Corporate General Partner

                                       /s/ Peter Visceglia
_____________________                  ----------------------------
By:                                    By: Peter Visceglia
                                           President

WITNESS/ATTEST:                        LANDLORD/
                                       FEDERAL STORAGE WAREHOUSES, INC.

                                       /s/ Peter Visceglia
_____________________                  ----------------------------
By:                                    By: Peter Visceglia
                                           President

WITNESS/ATTEST:                        TENANT/F.M.I. International Corp.

/s/ Stene Bussel                       /s/ Joseph DeSaye
---------------------                  ----------------------------8/14/96
By:                                    By: Joseph DeSaye

                                     2 of 2

<PAGE>

                     NON-ADJOINING SPACE EXPANSION AGREEMENT

DATE:                    October, 1999

LANDLORD:                FEDERAL STORAGE WAREHOUSES, INC.
                         A New Jersey Corporation
                         300 Raritan Center Parkway
                         P. O. Box 7815
                         Edison, New Jersey  08818-7815

TENANT                   F.M.I. INTERNATIONAL CORP.
                         Successor in interest to DSL ATLANTIC
                         A New Jersey Corporation
                         800 Federal Boulevard
                         Carteret, New Jersey  07008

--------------------------------------------------------------------------------

EXISTING PREMISES (A):   Approximately 4.06 acres of unimproved land area

                         Located on Raskuliencz Road
                         Carteret, New Jersey

EXISTING PREMISES (B):   Approximately 2.07 acres of unimproved land area

                         Located on Federal Boulevard and Blair Road
                         Carteret, New Jersey

MONTHLY RENT
FOR EXISTING
PREMISES (A) AND (B):    $15,325.00 per month gross.

--------------------------------------------------------------------------------

CURRENT TERM
IN EFFECT:               Four (4) years and six (6) months
                         Beginning Date: July 1, 1998
                         Ending Date:  December 31, 2002

--------------------------------------------------------------------------------

ADDITIONAL PREMISES:     Approximately 2.2 acres of unimproved land area

                         Located on Blair Road
                         Carteret, New Jersey

                         The Additional Premises and the specifications
                         related thereto are shown on plan #99016R1.OY1,
                         prepared by David Cochran, dated October 15, 1999.

MONTHLY RENT
FOR ADDITIONAL
PREMISES:                $5,500.00 per month gross, plus utilities. 2,500/ac/mo.

--------------------------------------------------------------------------------

                                     1 of 3

<PAGE>

PRIOR AGREEMENTS
IN EFFECT:               Lease dated March, 1993
                         Space Expansion Agreement dated November, 1994
                         Space Expansion Agreement dated February, 1996
                         Term Extension Agreement dated August, 1996

--------------------------------------------------------------------------------

      The Landlord and the Tenant hereby agree to the terms of this
Non-Adjoining Space Expansion Agreement ("Agreement"), including all of the
terms set forth above.

                                 1. INTRODUCTION

      The Tenant is presently occupying Existing Premises (A) and Existing
Premises (B) under the terms of the Prior Agreements. The Tenant shall be
expanding by leasing the Additional Premises per the terms of this Agreement.

                      2. PREPARATION OF ADDITIONAL PREMISES

      On or about January 1, 2000, the Landlord, at its own expense, shall
prepare the Additional Premises per the plan and specifications referenced above
and deliver the Additional Premises to the Tenant. Upon said delivery of the
Additional Premises to the Tenant, the Tenant shall lease the Additional
Premises per the terms of this Agreement.

                         3. RENT FOR ADDITIONAL PREMISES

      Beginning as of the later of January 1, 2000, or the date on which the
Additional Premises is delivered to the Tenant, the Tenant shall pay the Monthly
Rent for the Additional Premises as set forth above, on a month-to-month basis,
cancelable upon sixty (60) days advance written notice by either the Landlord or
the Tenant. Cancellation shall be effective on none other than the last day of a
calendar month.

                               4. PRIOR AGREEMENTS

      Except as specifically set forth herein, all of the other terms of the
Prior Agreements shall remain in effect and shall apply to the Additional
Premises.

                                     2 of 3

<PAGE>

                         5. BINDING EFFECT OF AGREEMENT

      This Agreement binds the Landlord and all parties that rightfully succeed
to its rights or take its place. This Agreement binds the Tenant and all parties
that rightfully succeed to its rights or take its place with the Landlord's
consent in accordance with the terms of the Lease.

                               6. ENTIRE AGREEMENT

      This Agreement contains the entire agreement made by the Landlord and the
Tenant. The terms of this Agreement shall not be changed or amended, except by
the terms of a subsequent written agreement signed by the Landlord and the
Tenant.

LANDLORD/FEDERAL STORAGE             TENANT/F.M.I. INTERNATIONAL
WAREHOUSES, INC.                     CORP.

/s/ Peter Visceglia                  /s/ Joseph De Saye
------------------------------       -----------------------------
By: Peter Visceglia, President       By: Joseph De Saye, President

                                     3 of 3

<PAGE>

                                 SPACE EXPANSION AGREEMENT

DATE:                          APRIL, 2000

LANDLORD:                      FEDERAL STORAGE WAREHOUSES, INC.
                               A New Jersey Corporation
                               300 Raritan Center Parkway
                               P. O. Box 7815
                               Edison, New Jersey 08818-7815

TENANT:                        F.M.I. International Corp.
                               A New Jersey Corporation
                               800 Federal Boulevard
                               Carteret, New Jersey 07008

--------------------------------------------------------------------------------

EXISTING PREMISES (A):         Approximately 4.06 acres of unimproved land area

                               Located on Raskuliencz Road
                               Carteret, New Jersey

EXISTING PREMISES (B):         Approximately 2.07 acres of unimproved land area

                               Located on Federal Boulevard and Blair Road
                               Carteret, New Jersey

EXISTING PREMISES (C):         Approximately 2.2 acres of unimproved land area

                               Located on Blair Road
                               Carteret, New Jersey

MONTHLY RENT FOR
EXISTING PREMISES
(A), (B), AND (C):             $20,825.00 per month gross

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CURRENT TERM
IN EFFECT:                     Four (4) years and six (6) months
                               Beginning Date: July 1, 1998
                               Ending Date: December 31, 2002

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ADDITIONAL
PREMISES (A):                  Approximately 1 acre of unimproved land area

                               Located on Blair Road
                               Carteret, New Jersey

                               The Expansion Space and the specifications
                               related thereto are shown on plan #00009,
                               prepared by David Cochran, dated March 23, 2000.

                                     1 of 4

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MONTHLY RENT
FOR ADDITIONAL
PREMISES (A):                  $2,000.00 per month gross, plus utilities

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TERM FOR
ADDITIONAL
PREMISES (A):                  Four (4) months
                               Beginning Date: January 1, 2000
                               Ending Date: April 30, 2000

--------------------------------------------------------------------------------

ADDITIONAL
PREMISES (B):                  Approximately 1 additional acre of unimproved
                               land area.

                               Located on Blair Road
                               Carteret, New Jersey

                               The Expansion Space and the specifications
                               related thereto are shown on plan #00009,
                               prepared by David Cochran, dated March 23, 2000.

MONTHLY RENT
FOR ADDITIONAL
PREMISES (B):                  $3,500.00 per month gross, plus utilities

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TERM FOR
ADDITIONAL
PREMISES (B):                  Two (2) months
                               Beginning Date: March 1, 2000
                               Ending Date: April 30, 2000

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PRIOR AGREEMENTS
IN EFFECT:                     Lease dated March, 1993
                               Space Expansion Agreement dated November, 1994
                               Space Expansion Agreement dated February,1994
                               Term Extension Agreement dated August, 1996
                               Non-Adjoining Space Expansion Agreement dated
                               October, 1999

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The Landlord and the Tenant hereby agree to the terms of this Space Expansion
Agreement ("Agreement"), including all of the terms set forth above.

                                     2 of 4

<PAGE>

                                 1. INTRODUCTION

The Tenant is presently occupying the Existing Premises (A), (B), and (C) under
the terms of the Prior Agreements. The Tenant shall be expanding by leasing
Additional Premises (A) and Additional Premises (B) per the terms of this
Agreement.

       2. DELIVERY OF ADDITIONAL PREMISES (A) AND ADDITIONAL PREMISES (B)

On or about January 1, 2000, the Landlord shall deliver Additional Premises (A)
to the Tenant. Upon said delivery of Additional Premises (A) to the Tenant, the
Tenant shall lease Additional Premises (A) per the terms of this Agreement.

On or about March 1, 2000, the Landlord shall deliver Additional Premises (B) to
the Tenant. Upon said delivery of Additional Premises (B) to the Tenant, the
Tenant shall lease Additional Premises (B) per the terms of this Agreement.

     3. RENT AND ADDITIONAL RENT FOR ADDITIONAL PREMISES (A) AND ADDITIONAL
                                  PREMISES (B)

Beginning as of January 1, 2000, the Tenant shall pay the Monthly Rent for
Additional Premises (A) as set forth above.

Beginning as of March 1, 2000, the Tenant shall pay the Monthly Rent for
Additional Premises (B) as set forth above.

                          4. RENT RECEIVED BY THE LANDLORD

The Landlord hereby acknowledges having received the January 2000, February
2000, and March 2000 rent for Additional Premises (A) and the March 2000 rent
for Additional Premises (B).

                               5. PRIOR AGREEMENTS

Except as specifically set forth herein, all of the other terms of the Prior
Agreements shall remain in effect and shall apply to Additional Premises (A) and
Additional Premises (B).

                         6. BINDING EFFECT OF AGREEMENT

This Agreement binds the Landlord and all parties that rightfully succeed to its
rights or take its place. This Agreement binds the Tenant and all parties that
rightfully succeed to its rights or take its place with the Landlord's consent
in accordance with the terms of the Lease.

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<PAGE>

                               7. ENTIRE AGREEMENT

This Agreement contains the entire agreement made by the Landlord and the
Tenant. The terms of this Agreement shall not be changed or amended, except by
the terms of a subsequent written agreement signed by the Landlord and the
Tenant.

LANDLORD/FEDERAL STORAGE              TENANT/F.MI. INTERNATIONAL
WAREHOUSES, INC.                      CORP.

______________________________        _____________________________
By: Peter Visceglia, President        By: Joseph DeSaye, President

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<PAGE>

                            SPACE EXPANSION AGREEMENT

DATE:                          AUGUST, 2000

LANDLORD:                      FEDERAL BUSINESS CENTERS, INC.
                               (Successor in interest to Federal Storage
                               Warehouses, Inc.)
                               A New Jersey Corporation
                               300 Raritan Center Parkway
                               P. O. Box 7815
                               Edison, New Jersey 08818-7815

TENANT:                        F.M.I. INTERNATIONAL CORP.
                               A New Jersey Corporation
                               800 Federal Boulevard
                               Carteret, New Jersey 07008

--------------------------------------------------------------------------------

EXISTING PREMISES (A):         Approximately 4.06 acres of unimproved land area

                               Located on Raskuliencz Road
                               Carteret, New Jersey

EXISTING PREMISES (B):         Approximately 2.07 acres of unimproved land area

                               Located on Federal Boulevard and Blair Road
                               Carteret, New Jersey

MONTHLY RENT FOR
EXISTING PREMISES
(A) AND (B):                   $15,325.00 per month gross

--------------------------------------------------------------------------------

CURRENT TERM
IN EFFECT:                     Four (4) years and six (6) months
                               Beginning Date: July 1, 1998
                               Ending Date: December 31, 2002

--------------------------------------------------------------------------------

                                     1 of 4

<PAGE>

ADDITIONAL
PREMISES (A):                  Approximately 1 acre of unimproved land area

                               Located on Blair Road
                               Carteret, New Jersey

                               The Expansion Space and the specifications
                               related thereto are shown on plan #00009,
                               prepared by David Cochran, dated March 23, 2000.

MONTHLY RENT
FOR ADDITIONAL
PREMISES (A):                  $2,000.00 per month gross, plus utilities

--------------------------------------------------------------------------------

TERM FOR ADDITIONAL
PREMISES (A):                  Eight (8) months
                               Beginning Date: January 1, 2000
                               Ending Date: August 31, 2000

--------------------------------------------------------------------------------

ADDITIONAL
PREMISES (B):                  Approximately 1.2 additional acres of unimproved
                               land area.

                               Located on Blair Road
                               Carteret, New Jersey

                               The Expansion Space and the specifications
                               related thereto are shown on plan #00009,
                               prepared by David Cochran, dated March 23, 2000.

MONTHLY RENT
FOR ADDITIONAL
PREMISES (B):                  $3,500.00 per month gross, plus utilities

--------------------------------------------------------------------------------

TERM FOR ADDITIONAL
PREMISES (B):                  Six (6) months
                               Beginning Date: March 1, 2000
                               Ending Date: August 31, 2000

--------------------------------------------------------------------------------

                                     2 of 4

<PAGE>

PRIOR AGREEMENTS
IN EFFECT:                     Lease dated March, 1993
                               Space Expansion Agreement dated November, 1994
                               Space Expansion Agreement dated February, 1994
                               Term Extension Agreement dated August, 1996

--------------------------------------------------------------------------------

The Landlord and the Tenant hereby agree to the terms of this Space Expansion
Agreement ("Agreement"), including all of the terms set forth above.

                                 1. INTRODUCTION

Because the Non-Adjoining Space Expansion Agreement dated October, 1999 and the
Space Expansion Agreement dated April, 2000 did not accurately reflect the
actual agreement between the parties, said agreements are hereby deemed null and
void and shall be given no further effect. The terms of this Agreement will
properly reflect the Tenant's expansion into Additional Premises (A) and
Additional Premises (B).

       2. DELIVERY OF ADDITIONAL PREMISES (A) AND ADDITIONAL PREMISES (B)

On or about January 1, 2000, the Landlord shall deliver Additional Premises (A)
to the Tenant. Upon said delivery of Additional Premises (A) to the Tenant, the
Tenant shall lease Additional Premises (A) per the terms of this Agreement.

On or about March 1, 2000, the Landlord shall deliver Additional Premises (B) to
the Tenant. Upon said delivery of Additional Premises (B) to the Tenant, the
Tenant shall lease Additional Premises (B) per the terms of this Agreement.

     3. RENT AND ADDITIONAL RENT FOR ADDITIONAL PREMISES (A) AND ADDITIONAL
                                  PREMISES (B)

Beginning as of January 1, 2000 and through the end of the Term, the Tenant
shall pay the Monthly Rent for Additional Premises (A) as set forth above.

Beginning as of March 1, 2000 and through the end of the Term, the Tenant shall
pay the Monthly Rent for Additional Premises (B) as set forth above.

                          4. RENT RECEIVED BY THE LANDLORD

The Landlord hereby acknowledges having received rent for Additional Premises
(A) and Additional Premises (B) through August 31, 2000.

                                     3 of 4

<PAGE>

                               5. PRIOR AGREEMENTS

Except as specifically set forth herein, all of the other terms of the Prior
Agreement shall remain in effect and shall apply to Additional Premises (A) and
Additional Premises (B).

                         6. BINDING EFFECT OF AGREEMENT

This Agreement binds the Landlord and all parties that rightfully succeed to its
rig [ILLEGIBLE] take its place. This Agreement binds the Tenant and all parties
that rightfully succeed to its rights or take its place with the Landlord's
consent in accordance with the [ILLEGIBLE] of the Lease.

                               7. ENTIRE AGREEMENT

This Agreement contains the entire agreement made by the Landlord and the Tenant
The terms of this Agreement shall not be changed or amended, except by the term
subsequent written agreement signed by the Landlord and the Tenant.

LANDLORD/FEDERAL BUSINESS             TENANT/F.M.I. INTERNATIONAL
CENTERS, INC.                         CORP.

/s/ Peter Visceglia                   /s/ Joseph DeSaye
------------------------------        ----------------------------
By: Peter Visceglia, President        By: Joseph DeSaye, President

                                     4 of 4

<PAGE>

                            SPACE EXPANSION AGREEMENT

DATE:                               SEPTEMBER, 2000

LANDLORD:                           FEDERAL BUSINESS CENTERS, INC.
                                    (Successor in interest to Federal
                                    Storage Warehouses, Inc.)
                                    A New Jersey Corporation
                                    300 Raritan Center Parkway
                                    P. O. Box 7815
                                    Edison, New Jersey 08818-7815

TENANT:                             F.M.I. INTERNATIONAL CORP.
                                    A New Jersey Corporation
                                    800 Federal Boulevard
                                    Carteret, New Jersey 07008

--------------------------------------------------------------------------------

EXISTING PREMISES (A):              Approximately 4.06 acres of unimproved land
                                    area

                                    Located on Raskuliencz Road
                                    Carteret, New Jersey

EXISTING PREMISES (B):              Approximately 2.07 acres of unimproved land
                                    area

                                    Located on Federal Boulevard and Blair Road
                                    Carteret, New Jersey

MONTHLY RENT FOR EXISTING PREMISES
(A) AND (B):                        $15,325.00 per month gross

--------------------------------------------------------------------------------

CURRENT TERM IN EFFECT:             Four (4) years and six (6) months
                                    Beginning Date: July 1, 1998
                                    Ending Date: December 31, 2002

--------------------------------------------------------------------------------

ADDITIONAL PREMISES:                Approximately 4.2 acres of unimproved land
                                    area

                                    Located on Blair Road
                                    Carteret, New Jersey

                                    The Expansion Space and the specifications
                                    related thereto are shown on plan #00026,
                                    prepared by David Cochran, dated August 30,
                                    2000.

                                     1 of 3

<PAGE>

MONTHLY RENT FOR ADDITIONAL
PREMISES:                           $7.401.00 per month gross, plus utilities

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TERM FOR ADDITIONAL PREMISES:       Two (2) years and three (3) months
                                    Beginning Date: October 1, 2000
                                    Ending Date: December 31, 2002

--------------------------------------------------------------------------------

PRIOR AGREEMENTS IN EFFECT:         Lease dated March, 1993
                                    Space Expansion Agreement dated November,
                                    1994
                                    Space Expansion Agreement dated February,
                                    1994
                                    Term Extension Agreement dated August, 1996
                                    Space Expansion Agreement dated August, 2000

--------------------------------------------------------------------------------

The Landlord and the Tenant hereby agree to the terms of this Space Expansion
Agreement ("Agreement"), including all of the terms set forth above.

                                 1. INTRODUCTION

The Tenant is presently occupying Existing Premises (A) and (B) under the terms
of the Prior Agreements. The Tenant shall be expanding by leasing the Additional
Premises per the terms of this Agreement.

                      2. PREPARATION OF ADDITIONAL PREMISES

On or about October 1, 2000, the Landlord, at its own expense, shall prepare the
Additional Premises per the plan and specifications referenced above. Upon the
completion of the Landlord's work, the Tenant shall lease the Additional
Premises per the terms of this Agreement.

               3. RENT AND ADDITIONAL RENT FOR ADDITIONAL PREMISES

Beginning as of the later of October 1, 2000, or the date that the Landlord
completes the work referenced above, through the end of the Term on December 31,
2002, the Tenant shall pay the Monthly Rent for the Additional Premises as set
forth above.

                                     2 of 3

<PAGE>

                            TERM EXTENSION AGREEMENT

DATE:                        JUNE, 2002

LANDLORD:                    FEDERAL BUSINESS CENTERS, INC.
                             A New Jersey Corporation
                             300 Raritan Center Parkway
                             P. O. Box 7815
                             Edison, New Jersey 08818-7815

TENANT:                      F.M.I. INTERNATIONAL CORP.
                             A New Jersey Corporation
                             800 Federal Boulevard
                             Carteret, New Jersey 07008

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PREMISES (A):                Approximately 4.06 acres of unimproved land area
                             Located on Raskuliencz Road
                             Carteret, New Jersey

PREMISES (B):                Approximately 2.07 acres of unimproved land area
                             Located on Federal Boulevard and Blair Road
                             Carteret, New Jersey

PREMISES (C):                Approximately 4.2 acres of unimproved land area
                             Located on Blair Road
                             Carteret, New Jersey

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TERM EXTENSION PERIOD FOR
PREMISES (A), (B) AND (C):   Six (6) years and one (1) month

                             Beginning Date: January 1, 2003
                             Ending Date: January 31, 2009

MONTHLY RENT FOR TERM
EXTENSIONPERIOD FOR
PREMISES (A), (B) AND (C):   $22,726.00 per month gross

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PRIOR AGREEMENTS IN EFFECT:  Lease dated March, 1993
                             Space Expansion Agreement dated November, 1994
                             Space Expansion Agreement dated February, 1994
                             Term Extension Agreement dated August, 1996
                             Space Expansion Agreement dated August, 2000
                             Space Expansion Agreement dated September, 2000

--------------------------------------------------------------------------------

                                     1 of 3

<PAGE>

The Landlord and the Tenant hereby agree to the terms of this Term Extension
Agreement ("Agreement"), including all of the terms set forth above.

                                 1. INTRODUCTION

The Tenant is presently occupying Premises (A), (B) and (C) under the terms of
the Prior Agreements. The Tenant shall be extending the Term of the Lease for
Premises (A), (B) and (C) per the terms of this Agreement.

                            2. TERM EXTENSION PERIOD

The Term of the Lease for Premises (A), (B) and (C) shall be extended for the
Term Extension Period set forth above.

                    3. MONTHLY RENT FOR TERM EXTENSION PERIOD

Beginning on January 1, 2003, and continuing through the end of the Term
Extension Period on January 31, 2009, the Tenant shall pay the Monthly Rent for
Premises (A), (B) and (C) as set forth above.

                            4. TERM EXTENSION OPTION

The Landlord grants the Tenant an option to extend the Term of the Lease for
Premises (A), (B) and (C) for an additional five (5) year extension period. To
exercise this option, the Tenant must strictly comply with the following
conditions: (a) be in strict compliance with all of its obligations under the
terms of the Lease for Premises (A), (B) and (C) on the date of exercising this
option and on the date of the beginning of the extension period, and (b) give
written notice to the Landlord no later than six (6) months in advance of the
beginning of the extension period, indicating the Tenant's unequivocal and
unconditional intention to exercise this option. If the Tenant does not strictly
comply with the aforesaid conditions, then the Tenant shall not have exercised
this option. If either party rightfully terminates this Lease for Premises (A),
(B) or (C), or if the notice deadline passes before the Tenant exercises this
option, then this option shall automatically and immediately be void and shall
have no further effect.

The monthly rent for Premises (A), (B) and (C) during the extension period shall
be $26,858.00 ($2,600.00 per acre per month.)

During the extension period, the Landlord and the Tenant shall comply with all
of the terms of the Lease for Premises (A), (B) and (C) and any supplemental
agreements, in effect, except that the terms related to monthly rent and the
Term of the Lease for Premises (A), (B) and (C) shall be deemed to be amended to
be consistent with the exercise of this option.

                               5. PRIOR AGREEMENTS

Except as specifically set forth herein, all of the other terms of the Prior
Agreements shall remain in effect.

                                     2 of 3

<PAGE>

                         6. BINDING EFFECT OF AGREEMENT

This Agreement binds the Landlord and all parties that rightfully succeed to its
rights or take its place. This Agreement binds the Tenant and all parties that
rightfully succeed to its rights or take its place with the Landlord's consent
in accordance with the terms of the Lease for Premises (A), (B) and (C).

                               7. ENTIRE AGREEMENT

This Agreement contains the entire agreement made by the Landlord and the
Tenant. The terms of this Agreement shall not be changed or amended, except by
the terms of a subsequent written agreement signed by the Landlord and the
Tenant.

LANDLORD/FEDERAL BUSINESS CENTERS, INC.    TENANT/F.M.I. INTERNATIONAL CORP.

/s/ Peter Visceglia                        /s/ Michael DeSaye
--------------------------------------     ------------------------------------
By: Peter Visceglia, President             By: Michael DeSaye, Vice President

                                     3 of 3