EVEREST REINSURANCE HOLDINGS, INC.

EXHIBIT 10.5

SUBLEASE,  EFFECTIVE  AS  OF FEBRUARY 1, 1997 BETWEEN  THE PRUDENTIAL  INSURANCE
COMPANY OF AMERICA AND EVEREST REINSURANCE COMPANY 






                              AGREEMENT OF SUBLEASE

                                     BETWEEN

             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, SUBLESSOR
                      
                                       AND

                     EVEREST REINSURANCE COMPANY, SUBLESSEE


                   Building Address: Westgate Corporate Center
                                     477 Martinsville Road
                                     Basking Ridge, New Jersey 07938



<PAGE>


                                    SUBLEASE
                                    --------

AGREEMENT OF SUBLEASE made as of this 3rd day of December,  1996, by and between
THE  PRUDENTIAL  INSURANCE  COMPANY OF AMERICA,  a New Jersey  corporation  with
offices  at  Two  Gatewav  Center  -  17th  Floor,   Newark,  New  Jersey  07102
("Sublessor")  and EVEREST  REINSURANCE  COMPANY,  a Delaware  corporation  with
offices at Three Gateway Center, Newark, New Jersey 07102 ("Sublessee").

                                   WITNESSETH:

WHEREAS,  pursuant to a lease dated December 17, 1992 between Jared  Associates,
L.P., as  Landlord  ("Landlord"),  and  Sublessor,  as Tenant  ("Prime  Lease"),
Landlord leased to Sublessor a portion of the 2nd Floor containing approximately
31,337 rentable square feet, in the building known as Westgate  Corporate Center
and located at 477 Martinsville Road, Basking Ridge, New Jersey ("Building").

WHEREAS, the Prime Lease has been amended pursuant to:

             (i)  First  Amendment  of Lease,  dated as of April 1, 1993,  which
                  added 12,108  rentable  square feet and 5,876 rentable  square
                  feet on the I st Floor, 30,599 rentable square feet on the 3rd
                  Floor and 26,641  rentable  square feet on the 4th Floor,  and
                  extended the expiration date of the Prime Lease to October 31,
                  2003;

            (ii)  Second  Amendment  of  Lease,  dated as of July 8,1993,  which
                  added  2  spaces  of 3,402  rentable  square  feet  and  1,959
                  rentable  square  feet on  the  1st Floor to the Premises; and

           (iii)  Letter  agreement  dated  March  10, 1994  between   Bellemead
                  Management  Co.,  Inc., as  Managing  Agent,   and  Sublessor,
                  which  confirmed  January 3, 1994 as the commencement date for
                  the 3,520  (instead  of 3,402)  square  foot space and January
                  14,  1994 as  the  commencement  date for  the 1,959  rentable
                  square  foot  space  covered  under  the Second  Amendment  of
                  Lease,  and  November  30, 2003 as  the expiration date of the
                  Lease.

WHEREAS,  Sublessor  desires to sublease to Sublessee and  Sublessee  desires to
sublease from Sublessor the entire Premises,  containing  approximately  112,040
rentable  square  feet  ("Subleased  Prernises"),  on the terms,  covenants  and
conditions hereinafter provided.

NOW, THEREFORE, Sublessor and Sublessee covenant and agree as follows:



                                     - 1 -
<PAGE>


1     Sublease

Sublessor  hereby  subleases  to  Sublessee,  and  Sublessee  hereby  hires  and
subleases from Sublessor,  the Subleased Premises which the parties  acknowledge
and agree contain  approximately  112,040  rentable square feet for all purposes
under the Sublease.

2.    Term

The term  ("Term")  of this  Sublease  shall be for six (6)  years  and ten (10)
months and shall  commence on February 1, 1997  ("Commencement  Date") and shall
expire on November 29, 2003  ("Expiration  Date"),  unless sooner  terminated by
reason of or pursuant to any provision set forth herein or in the Prime Lease.

3.    Base Rent

Commencing on the Rent  Commencement  Date (as hereinafter  defined) and for the
entire Term, Sublessee shall pay Sublessor,  as rent for the Subleased Premises,
the  following  annual sums ("Base  Rent"),  in equal  monthly  installments  in
advance on the first day of each month, without setoff or deduction whatsoever:

                                 Annual         Monthly        Annual Base Rent
          Period               Base Rent       Base Rent   Rate Per Rt. Sq. Ft.

           Rent
Commencement Date-06/30/00    $2,548,910.00   $212,409.17         $22.75
07/01/00-11/29/03             $2,829,010.00   $235,750.83         $25.25

Sublessor  and  Sublessee  agree that they have a mutual  interest in having the
Rent  Commencement  Date be April 1, 1997 or as soon thereafter as is reasonably
practicable.  On or before  February  14,  1997,  Sublessee  shall select a Rent
Commencement  Date and notify Sublessor of that date. The Rent Commencement Date
selected by Sublessee  shall not be later than May 1, 1997,  provided,  however,
that if the fully executed  Consent to Sublease is not received by Sublessee (by
Telefax or otherwise) on or before  December 13, 1996, the latest  possible Rent
Commencement Date available to Sublessee shall be extended beyond May 1, 1997 by
one calendar week for each whole or partial  calendar week which expires between
December 13, 1996 and the receipt by Sublessee of the fully executed  Consent to
Sublease.

4.    Additional Rent

In  addition  to the Base Rent  under  paragraph  3 above,  Sublessee  shall pay
Sublessor, as additional rent,




                                        2



<PAGE>


         (a)      "Taxes"  escalation under Article 36 of the Prime Lease, using
                  (i) a "First Tax Year" of the Taxes  payable for the  calendar
                  year 1997,  (ii) a "Tax Year" of  calendar  year 1998 and each
                  succeeding calendar year thereafter throughout the Term of the
                  Sublease,  and  (iii) a  "Tenant's  Occupancy  Percentage"  of
                  48.55% (i.e.  112,040  rentable  square feet for the Subleased
                  Premises  divided by 230,519 rentable square feet contained in
                  the Building);

         (b)      Building  Operating Costs  escalation  under Article 36 of the
                  Prime Lease, based upon (i) a First Operating Year of calendar
                  Year 1997,  (ii) an Operating  Year of calendar  year 1998 and
                  each  calendar  year  thereafter  throughout  the  Term of the
                  Sublease,  (iii) a "Tenant's  Occupancy  Percentage" of 48.55%
                  (i.e.  112,040 rentable square feet for the Subleased Premises
                  divided by  230,519  rentable  square  feet  contained  in the
                  Building); and

         (c)      Electric  current  for  all of  Sublessee's  electric  current
                  requirements  for  light  and power  used in  connection  with
                  Sublessee's  operations  within  the  Subleased  Premises,  in
                  accordance  with  Article  40,  ELECTRIC  CURRENT of the Prime
                  Lease.

5.      Late Charges

In the event that Sublessee  shall fail to pay Base Rent or any additional  rent
within five (5) days after its due date,  Sublessee  shall pay an automatic late
charge to Sublessor of $.05 for each dollar overdue.  In addition,  in the event
that Sublessee  shall fail to pay Base Rent or any additional rent within thirty
(30) days after its due date,  then from and after the  thirty-first  (31st) day
until  the  date  Sublessee  finally  pays  the Base  Rent or  additional  rent,
Sublessee  shall pay Sublessor an additional  late charge at the rate of fifteen
(I5%) percent per annum with respect to the delinquent amount. Such late charges
shall be deemed additional rent for all purposes under this Lease.

6.      Use

Sublessee shall use and occupy the Subleased Premises for the purposes permitted
under, and in a manner consistent with, the provisions of the Prime Lease.

7.      Condition of Subleased Premises

Sublessee  acknowledges  that Sublessee is hiring the Subleased  Premises in "as
is" condition.  In making and executing this Sublease,  Sublessee has not relied
upon or been induced by any  statements  or  representations  of any person with
respect  to  the  physical  condition  of  the Subleased Premises, except as set
forth in  the   Certificate   of   Tenant   attached   hereto   as   Exhibit   A


                                        3
<PAGE>

and made a part  hereof.  Sublessee  has relied  solely on such  investigations,
examinations  and  inspections  as  Sublessee  has  chosen  to  make.  Sublessee
acknowledges that Sublessor has afforded  Sublessee the opportunity for full and
complete investigation, examination and inspection of the Subleased Premises.

8.        Subordination

Sublessor and Sublessee  agree that this Sublease is, and shall be,  subject and
subordinate  to all of the terms,  covenants and  conditions of the Prime Lease,
and to the matters to which the Prime Lease shall be subordinate.

9.       Incorporation of Prime Lease Terms

The terms,  covenants  and  conditions  contained  in the Prime Lease are hereby
incorporated  herein and shall, as between  Sublessor and Sublessee,  constitute
the terms,  covenants and conditions of this Sublease,  except to the extent set
forth  below.  As between the parties  hereto,  Sublessor  agrees to observe and
perform the terms,  covenants  and  conditions  on its part to be  observed  and
performed  hereunder and Sublessee  agrees to be bound by the  provisions of the
Prime Lease and to keep, observe and perform the terms, covenants and conditions
on its  part to be  kept,  observed  and  performed  hereunder  as well as those
applicable  terms,  covenants  and  conditions  to be observed and  performed by
Sublessor  as  Tenant  under the  Prime  Lease  with  respect  to the  Subleased
Premises.  The remedies of the parties,  as Sublessor and  Sublessee  hereunder,
shall be the same as the  respective  remedies  of the  Landlord  and the Tenant
under the Prime Lease with respect to the Subleased Premises. Sublessee shall in
no case have any rights with  respect to the  Subleased  Premises  greater  than
Sublessor's  rights as Tenant under the Prime Lease, and Sublessor shall have no
liability to Sublessee for any matter or thing for which Sublessor does not have
co-extensive rights as Tenant under the Prime Lease.

The following  terms,  covenants,  provisions and conditions of the Prime Lease,
and the rights and  obligations  of Sublessor  thereunder,  do not apply to, and
shall not be a part of, this Sublease:

                     ARTICLE                                               PAGE

Original Lease

                  Minimum Rent
                  Schedule...................................................1
                  24. Failure To Give
                  Possession.................................................4  
                  28. Bills and
                  Notices....................................................4
                  34. Security...............................................5





                                        4

<PAGE>


Rider To Original Lease:
             Article                                                       Page

36.    Definitions; Demised Premises; Adjusted
Minimum Rent (3 6.1 (2), (3), (4), and
(7)............................................................................1
64.   Landlord's Work; Landlord's Work
Letter........................................................................20
65.   Renewal
Option........................................................................22
67.   Relocation
Allowance.....................................................................24
69.   Additional Lease
Inducement....................................................................24
70.   Satellite
Antenna.......................................................................25
71.   Restriction on Certain Prospective
Tenants.......................................................................25
73.   Right of First or Second
Offer.........................................................................26

First Amendment of Lease:
Article                                                                   Page


5.....................................................................3 & 4

7.........................................................................5

9.....................................................................5 & 6

10........................................................................6

11........................................................................6

12....................................................................6 & 7

14........................................................................7

15........................................................................7

16....................................................................7 & 8

17........................................................................8

Second Amendment of Lease:
Article Page


5..........................................................................3

7..........................................................................3

9..........................................................................4

10.........................................................................4

11.........................................................................4

12.....................................................................4 & 5

13.........................................................................5

14.........................................................................5

15.........................................................................5

 
                                      5

<PAGE>


10.      Mutual Indemnification

(a)  Sublessee  shall  not do or  permit  to be done any act or thing in or with
respect to the Subleased Premises which will constitute a breach or violation of
any of the terms,  covenants or  conditions  of the Prime Lease which pertain to
the Subleased  Premises.  Sublessee  shall  indemnify,  defend and hold harmless
Sublessor  from and against  all  claims,  losses,  costs,  expenses  (including
reasonable  attomey's fees),  damages and liability,  which Sublessor may pay or
incur by reason of (i) any breach or default by Sublessee under this Sublease or
the Prime Lease, (ii) any work done in or to the Subleased Premises by Sublessee
or its servants,  employees or  contractors  or  subcontractors,  (iii) any act,
omission,  negligence  or other fault on the part of Sublessee or its  servants,
employees, agents, contractors,  subcontractors,  invitees or licensees, or (iv)
any accident,  injury or damage  whatsoever to any person,  firm or  corporation
occurring during the Term in the Subleased Premises.

(b)  Sublessor  shall  indemnify,  defend and hold harmless  Sublessee  from and
against all claims,  losses,  costs,  expenses (including  reasonable  attomey's
fees), damages and liability,  which Sublessee may pay or incur by reason of (1)
any breach or default by Sublessor  under this  Sublease or Prime Lease,  or (2)
any act,  omission,  negligence  or other fault on the part of  Sublessor or its
servants, employees, agents, contractors,  subcontractors, invitees or licensees
during the term of this Sublease.

11.    Liability Insurance

At all times  during the Term,  Sublessee  shall,  at its own cost and  expense,
provide  and  keep  in  force  for  the  benefit  of  Sublessee  and  Sublessor,
comprehensive  general  liability  insurance  against  claims for bodily injury,
death or property  damage  occurring in, on or at the Subleased  Premises,  with
limits as specified in the Prime Lease.  'The  insurance to be provided and kept
in force  hereunder  by  Sublessee  shall  include  Sublessee,  as  insured  and
Sublessor and Landlord, as additional insureds. Said policy shall be obtained by
Sublessee and certificates thereof delivered to Sublessor at least ten (IO) days
prior to Sublessee  (including its agents,  employees and contractors)  entering
the Subleased  Premises prior to the Commencement Date. Said policy shall be for
a period of not less than one year and shall  contain a  provision  whereby  the
same cannot be  materially  changed or  cancelled  unless  Sublessor is given at
least thirty (30) days' written notice of such material change or  cancellation.
Sublessee  shall obtain and pay for renewals of such insurance from time to time
at least thirty (30) days before the  expiration  thereof,  and Sublessee  shall
promptly deliver certificates thereof to Sublessor. Any insurance required to be
provided  by  Sublessee  pursuant  to this  Sublease  may be provided by blanket
insurance covering the Subleased Premises and other properties of Sublessee upon
condition  that (i) the  amount  of the  insurance  allocated  to the  Subleased
Premises  shall be such as to furnish in protection  the  equivalent of separate
insurance inthe amounts herein provided,(ii)such blanket insurance complies with
all of the other requirements of this Sublease and isacceptable to the Sublessor


                                       6
<PAGE>


and the  Landlord,  and (iii)  certificates  of such  insurance are delivered to
Sublessor  and  Landlord.  Sublessee  shall obtain and pay for  insurance on its
personal property.

12.    Assignment and Subletting

Sublessee shall not, by operation of law or otherwise,  assign, mortgage, pledge
or encumber  this  Sublease,  or  sub-sublease  all or any part of the Subleased
Premises,  without  the prior  written  consent of  Landlord  under  Article 48.
Assignment and Subletting of the Prime Lease and Sublessor in each instance.

In the event Landlord and Sublessor consent to an assignment of this Sublease or
a sub-sublease  of all or a portion of the Subleased  Premises,  Sublessee shall
pay  Sublessor  fifty (50%)  percent of the  amount,  if any, by which the rent,
additional rent and other amounts received by Sublessee under the assigrunent or
sub-sublease exceed the Base Rent and additional rent payable by Sublessee under
this Sublease.

13.    Alterations

Sublessor shall not perform any additions,  alterations and  improvements to the
Subleased  Premises,  or any part thereof,  without the prior written consent of
Landlord  and  Sublessor  and  otherwise  in  full  compliance  with  all of the
applicable terms, covenants and conditions of the Prime Lease.

14.    Approvals

In any  instance  where  the  approval  or  consent  of  Sublessor  is  required
hereunder,  such  consent or  approval  shall not be  unreasonably  withheld  or
delayed,  However,  any refusal by Sublessor to consent or approve any matter or
thing requested by Sublessee shall be deemed reasonable if, inter alia, Landlord
has  refused to give  consent  or  approval  thereto  whenever  such  consent or
approval is necessary under the Prime Lease.

15.    Notices

Any notice, demand, bill, invoice, statement or communication which either party
may desire or be required to give to the other in connection  with this Sublease
shall be in writing and shall be deemed to have been sufficiently  given if sent
by (i)  Certified  or  Registered  Mail,  Return  Receipt  Requested,  or (ii) a
nationally  recognized  overnight  courier,  such as Airborne  Express,  Federal
Express or United Parcel, to such other party at its address set forth below:






                                        7

<PAGE>


Sublessor:          The Prudential Insurance Company of America
                    Two Gateway Center - 17th Floor
                    Newark, New Jersey 07102
                           Attention:       Corporate Real Estate

With a copy to:            Enterprise Legal Services
                           The Prudential Insurance Company of America
                           Two Gateway Center - 17th Floor
                           Newark, New Jersey 07102
                                   Attention:       Michael J. Hughes
                                                    Assistant General Counsel

Sublessee:

Prior to Rent Commencement Date:

                             Everest Reinsurance Company
                             Three Gateway Center
                             Newark, New Jersey 07102
                                    Attention:       Robert P. Jacobson
                                                     Senior Vice President and
                                                     Chief Financial Officer


From and after Rent Commencement Date:

                             Everest Reinsurance Company
                             477 Martinsville Road
                             Liberty Comer, New Jersey 07938
                                     Attention:      Robert P. Jacobson
                                                     Senior Vice President and
                                                     Chief Financial Officer

Each such bill, invoice,  statement,  notice or communication shall be deemed to
have been delivered on the date when the original of same is received.

16.    Time Limits

The time limits, if any, set forth in the Prime Lease for the performance of any
act or   the   making   of   any payment   are, for   the   purposes   of   this
Sublease,   changed    so     that     the    time     of    Sublessee    in   a




                                        8
<PAGE>

particular  case hereunder to do or perform any act or make any payment shall be
three days less than the time of Sublessor  as tenant under the Prime Lease,  to
do so in such case.

17.     Services

Sublessee  shall be entitled to receive all of the  services  pertaining  to the
Subleased Premises which Sublessor is entitled to receive under the Prime Lease.
Sublessee  recognizes  that such services are to be supplied by Landlord and not
by Sublessor.  In the event that Landlord  shall fail to supply such services or
shall refuse to comply with any of the  provisions of the Prime Lease insofar as
they affect Sublessee's occupancy of the Subleased Premises, Sublessor shall, at
the written request of Sublessee,  request Landlord to so comply and if Landlord
shall fail or refuse to do so then, to the extent  permitted by the terms of the
Prime Lease,  Sublessee shall have the right to exercise, in its own name and in
the name of Sublessor,  all of the rights to enforce  performance on the part of
Landlord as are available to Sublessor,  provided that the same shall be without
cost,  expense or liability to Sublessor.  Sublessor shall be under no liability
to  Sublessee  in the event of the failure by  Landlord to supply any  services,
unless the same is due to the fault of Sublessor.

18.     Landiord's Consent and Other Contingencies

This  Sublease is  contingent  on the  execution of (a) a Consent to Sublease by
Landlord,  (b) a  Certificate  by Tenant in the form  attached  hereto and (c) a
sublease, in a form acceptable to Tenant and Sublessee, and the lessor's consent
thereto,  with respect to the  furniture  referred to in Article 26  ("Furniture
Sublease").  The Certificate by Tenant and Furniture  Sublease shall be executed
simultaneously with this Sublease. At Sublessee's option, this Sublease shall be
null and void if an  acceptable  Consent to Sublease is not  executed  within 60
days after the date of the execution of this Sublease.  At  Sublessee's  option,
this  Sublease  shall be null and void if the Lessor under the Master  Furniture
Lease does not execute a consent to the Furniture  Sublease within 30 days after
the date of the  execution  of this  Sublease.  If this  Sublease is voided as a
result of the failure to obtain the Lessor's  consent to the Furniture  Sublease
within 30 days after the  execution  of this  Sublease,  Sublessor  shall pay to
Sublessee  as  liquidated  damages  the sum of any and  all  costs  specifically
allocable to  Sublessee's  preparations  for taking  possession of the Subleased
Premises,  including but not limited to the cost of design  and/or  construction
services  related to Sublessee's  anticipated  improvements and any cancellation
penalties  which may apply to  equipment  or service  contracts  entered into by
Sublessee with other  vendors.  Such  liquidated  damages shall be documented by
Sublessee  within 30 days after the  voiding  of this  Sublease  and  payable by
Sublessor within 20 days thereafter.






                                        9
<PAGE>


19.     Brokerage

Sublessee  warrants and  represents to Sublessor  that in  connection  with this
Sublease,  Sublessee has dealt with no brokers other than Commonwealth  Advisors
(represented  by Hayes B. Clark and  Michael S.  Schmidt)  and  Sublessee  shall
indemnify,  defend  and  hold  Sublessor  harmless  (including  the  payment  of
attomey's  fees) from any claim of any other  broker that  Sublessee  had, or is
alleged to have had, dealings with concerning this Sublease.  Sublessor will pay
Commonwealth  Advisors  a  fee  in  accordance  with  the  terms  of a  separate
agreement. Sublessee shall not have any obligation to Commonwealth Advisors with
respect to this Sublease.

20.     Termination of Prime Lease

If for any reason  whatsoever  the term of the Prime Lease  shall be  terminated
prior to the expiration date of this Sublease,  this Sublease shall thereupon be
ipso facto  terminated and Sublessor  shall not be liable to Sublessee by reason
thereof,  unless said termination  shall have been effected because of a default
on the part of  Sublessor  as Tenant  under the  Prime  Lease  which was not the
result of a default by Sublessee.

21.     Captions

The captions in this Sublease are used for  convenience  and reference  only and
are not to be taken as part of this  Sublease or to be used in  determining  the
intent of the parties or otherwise interpreting this Sublease.

22.     Successors and Assigns

This  Sublease  shall be binding upon and inure to the benefit of Sublessor  and
Sublessee and their respective successors and permitted assigns.

23.      Miscellaneous

(a) Sublessor  represents  that the copy of the Prime Lease  attached  hereto as
Exhibit B is a true, full and complete copy of the Prime Lease.

(b)  Sublessor  represents  that:  (i)  Sublessor  has not  received a notice of
termination  of the Prime  Lease;  and (ii)  Sublessor  shall not enter into any
agreement  that  will  modify  or amend the  Prime  Lease so as to  increase  or
materially  affect the  obligations of Sublessee  pursuant to this Sublease,  or
adversely affect  Sublessee's right to use and occupy the Subleased  Premises or
any other rights of Sublessee pursuant to this Sublease.

                                       10

<PAGE>

(c) This  Sublease  is subject to all of the terms and  conditions  of the Prime
Lease  and in the  event  of  termination  of the  Prime  Lease  for any  reason
whatsoever or of the surrender of the Prime Lease whether voluntary, involuntary
or by operation of law, prior to the expiration date of this Sublease, including
extensions and renewals of the term thereof,  Sublessee  agrees to make full and
complete attornment to Landlord for the balance of the term of this Sublease, at
the option of Landlord at any time during  Sublessee's  occupancy of any portion
of the Subleased Premises, which attomment shall be evidenced by an agreement in
form and substance  satisfactory to Landlord,  which Sublessee agrees to execute
and  deliver at any time  within ten (10) days after  request of  Landlord,  its
successors  and  assigns.  Sublessee  waives  the  provisions  of any law now or
hereafter in effect which may give  Sublessee any right of election to terminate
this Sublease or to surrender  possession of the Subleased Premises in the event
any  proceeding  is brought by Landlord  under the Prime Lease to terminate  the
Prime Lease.

24.      Security Deposit (Intentionally Omitted)

25.      Sublessor's Contribution

Sublessor  agrees to  contribute  One Million One Hundred  Twenty  Thousand Four
Hundred  and  00/100   ($1,120,400.00)   Dollars  toward  Sublessee's  costs  in
connection   with  the   Sublease.   Sublessor   agrees  to  pay  Sublessee  the
$1,120,400.00  contribution  in lump sum,  within  twenty  (20)  days  after the
occurrence of the Rent Commencement Date under Article 3 above.

26.      Furniture Sublease

a) This  Sublease  is  being  executed  and  delivered  simultaneously  with the
execution and delivery of the Furniture Sublease between Sublessor and Sublessee
covering the furniture  leased to Sublessor by Tokai  Financial  Services,  Inc.
under the Master Lease  Agreement  dated July 19, 1993.  Sublessee  shall not be
obligated to pay Sublessor any sublease rent for the use of the furniture  under
the Furniture  Sublease but  otherwise,  Sublessee  shall comply with all of the
terms, covenants and conditions contained in the Master Lease Agreement.

b) Provided  that  Sublessee is not in default  under this Sublease at the time,
Sublessee  shall be  entitled  to exercise  Sublessor's  option to purchase  the
furniture under the Master Lease Agreement from the lessor thereof at the end of
the term of the Master Lease  Agreement.  At anytime prior to the  expiration of
this  Sublease,  if  requested  by and subject to the  direction  of  Sublessee,
Sublessor  shall use its best  efforts in  assisting  Sublessee  to  negotiate a
purchase  price for the furniture  covered  under the  Furniture  Lease with the
lessor thereof.


                                       11
<PAGE>


27.     Non-Disturbance Agreements

Sublessor  hereby  agrees to use its best  efforts  to obtain a  Non-Disturbance
Agreement from Landlord, in substantially the form of paragraph 1 of the Consent
To Sublease annexed hereto as Exhibit C and made a part hereof.  Also, Sublessor
hereby agrees to use its best efforts to obtain a Non-Disturbance Agreement from
the existing  mortgagee of the  Building,  in a form  reasonably  acceptable  to
Sublessee. Sublessee agrees to pay any legal or other standard charge imposed by
Landlord and the mortgagee in connection with the Non-Disturbance Agreements.

28.     Early Access

Sublessor hereby grants Sublessee access to the Subleased  Premises prior to the
Commencement  Date in order to perform its tenant  improvement  work and install
Sublessee's telephone equipment,  furniture, office equipment and other personal
property in the Subleased Premises.  Such early access to the Subleased Premises
shall be upon and subject to all the terms and conditions contained in the Prime
Lease and this Sublease, except that Sublessee shall not be obligated to pay any
Base Rent or additional rent during said period prior to the Commencement  Date.
The schedule of access to the Subleased  Premises is annexed hereto as Exhibit D
and made a part hereof.  Sublessor agrees to deliver  possession of each area of
the  Subleased  Premises on the  scheduled  access date,  free of occupants  and
office furnishings except for the furniture covered by the Furniture Sublease.




                                       12

<PAGE>


IN WITNESS WHEREOF, this Sublease has been executed as of the day and year first
above written.


ATTEST:                             SUBLESSOR:
                                    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA




By:____________________________   By:___________________________________
        Michael J. Hughes                     Victor A. Castellano
        Assistant Secretary           Vice President, Strategic Procurement

ATTEST:                                     SUBLESSEE:
                                            EVEREST REINSURANCE COMPANY


By:______________________________   By: __________________________________      
         James H. Foster                          Robert P. Jacobson
       Assistant Secretary                    Senior Vice President and
                                               Chief Financial Officer
















                                      13
<PAGE>


                                    EXHIBIT A
                              CERTIFICATE BY TENANT
TO:  Everest Reinsurance Company
THIS IS TO CERTIFY THAT:

         1 . Under  that  certain  lease  dated  December  17, 1992  (the "Prime
Lease")covering  premises located at 477 Martinsville  Road,  Basking Ridge, New
Jersey,  said premises being more particularly  described in the Prime Lease and
attachments thereto, which are incorporated herein (the "Premises"),  New Valley
Corporation,  as successor in interest to Jared  Associates,  L. P., is Landlord
("Landlord") and The Prudential  Insurance Company of America  ("Prudential') is
Tenant.

         2. The Prime Lease has been modified by First, Second, Third and Fourth
Amendments.  The Prime Lease has not otherwise been modified,  changed, altered,
or amended in any respect, is the only lease between the Landlord and Prudential
affecting said Premises, and represents the entire agreement between the parties
as to the Premises. Prudential shall not consent to any further modifications of
the Prime Lease without the prior written consent of Everest Reinsurance Company
("Everest").

         3.  Prudential  has accepted and now occupies the  Premises;  the Lease
term began in 1993; the rent for the Premises  (including  Adjusted Minimum Rent
and any other charges due from Prudential to the Landlord under the Prime Lease)
has been paid from the Rent  Commencement  Date set forth in the Prime  Lease to
and including the date of the execution of this Certificate;  and there has been
no prepayment of rent or other monies due or to become due under the Prime Lease
more than one month in advance.  The term of the Prime Lease expires on November
30, 2003,  subject to  Prudential's  option to renew the term for period of five
years.

     4.  To the  best  of  Prudential's  knowledge:  (i)  neither  Landlord  nor
Prudential  is in  default  under  the  Prime  Lease and  neither  Landlord  nor
Prudential has received any



<PAGE>


notice of default by the other party;  (ii) there are no circumstances  existing
which with  notice  and/or the  passage  of time would  constitute  a default by
either the Landlord or Prudential  thereunder;  (iii) the Prime Lease is in full
force and effect; (iv) the representations  contained in Article 66 of the Prime
Lease remain  accurate;  (v) Prudential is entitled to no offset or deduction or
reduction in rent; and (vi) there are no defenses,  setoffs or counter-claims by
Prudential  against  the  Landlord  under  the  Prime  Lease.  To  the  best  of
Prudential's knowledge, the Landlord has fully inspected the improvements on the
Premises and found same to be as required by the Prime Lease,  in good order and
repair.

         5.       Prudential  has  no knowledge of any assignment, hypothecation
or pledge of the Prime Lease.

         6. This Certificate is made by Prudential to induce Everest to accept a
sublease of the Premises from  Prudential,  knowing that Everest is relying upon
the truth of this  Certificate as to same. This  Certificate  shall inure to the
benefit of Everest  and Rs  successors  and  assigns  and shall be binding  upon
Prudential and Rs successors and assigns.

Executed this 3rd day of December, 1996

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Tenant



By:____________________________________________
         Michael H. Baumann, Vice President



                                       2
<PAGE>


                          STANDARD FORM OF OFFICE LEASE

         AGREEMENT OF LEASE, made as of this 17th day of December, 1992, between
JARED ASSOCIATES,  L.P., a New Jersey limited partnership,  having an office c/o
Bellemead  Management  Co.,  Inc.,  280  Corporate  Center,  4 Becker Farm Road,
Roseland,  New Jersey 07068 (the  "Owner" or  "Landlord"),  and THE  PRUDENTIAI.
INSURANCE  COMPANY OF AMERICA,  a New Jersey  corporation,  having an address at
Prudential Plaza, Newark, New Jersey 07101 (the "Tenant").
         WITNESSETH:  Landlord  hereby  leases to Tenant and Tenant hereby hires
from Landlord a portion of the second (2nd) floor of a certain  office  building
located at 477 Martinsville  Road,  Basking Ridge, New Jersey (the "Premises" or
"Demised  Premises" or "demised  premises") , more  particularly  shown upon the
Rental Plan  annexed  hereto and made a part hereof as Exhibit  "A",  for a term
commencing and terminating as set forth in Article 37 of the Rider to Lease.
                                The annual rental rate ("Minimum Rent") for the
Premises shall be as follows:

     Lease Months       Rent P/s/f       Annual                  Monthly

        1-12              $18.50           $579,734.50         $48,311.21
       13-24               19.50            611,071.50          50,922.63
       25-36               20.50            642,408.50          53,534.04
       37-48               21.50            673,745.50          56,145.46
       49-60               23.50            736,419.50          61,368.29
       61-120              24.50            767,756.50          63,979.71

     All  payments of Minimum Rent due  hereunder  shall be payable on the first
day of each calendar month in equal monthly installments during the term of this
Lease.  Installments  of Minimum  Rent  payable  hereunder  shall be paid at the
office of Landlord or at such other,  place as Landlord may designate  from time
to time by  written  notice to Tenant  hereunder,  without  setoff or  deduction
whatsoever except as expressly stated herein to the contrary.


<PAGE>



     THE PARTIES HERETO, FOR THEMSELVES,  THEIR HEIRS, DISTRIBUTEES,  EXECUTORS,
ADMINISTRATORS,  LEGAL REPRESENTATIVES,  SUCCESSORS AND ASSIGNS, HEREBY COVENANT
AS FOLLOWS:

   Rent l.-j ".@ *QttL 43 aoouve &nu an neresnatter,l  Occupancy
        2. Tenant shall use and occupy detw&ed premises forg*4 services and for
no other purpose.

  Tenant  3. Tenant d" make no changes in or to the
  Alterations            demised promises of any nature which cost in excess of
  $5,000 without Owner's prior written  consent,  which consent,  in the came of
  non-ottuctumi alterations only, shall not be unreasonably withhold or delayed.
  Subject to the prior  written  consent of Owner,  and to the  p@isions of this
  article,  Tenant at Tenant's expense,  may make  'alterations,  installations,
  additions  or  improvements  which are  non-amctumi  and  which do not  affect
  utility  services or plumbing and electrical  lines,  in or to the interior of
  the d@sed premises by using  contractors or mechanics first approved by Owner.
  Tenant  shall,  before making any  alterations,  additions,  installations  or
  improvements,  at its expense,  obtain all permits,  approvals  and  c@ficates
  required by any govemmonmi or  quasi-govemnicaw  bodies and (upon  completion)
  certificates of final approval thereof and ahall deliver proupdy duplicates of
  all such  permits,  approvals and  certificates  to Owner and Tenant agrees to
  carry and will  cause  Tenam's  contractors  and  sub-contncton  to carry such
  workman's  compensation,  general  liability,  personal  and  property  damage
  insurance as Owner may reasonably require.  Tenant sWI be obligated to provide
  Owner with '@uilt' drawings for any alterations made to the de@ed premises. If
  any mechanic's lien is filed against the domised premises,  or the building of
  which the sann  forms a part,  for work  claimed  to have  been  done for,  or
  materials fijmishad to, Tenant,  whether or not done pursuant to this article,
  the same  shall be  discharged  by Tenant  within  sixty days  thereafter,  at
  Tenant's  expense,  by  filing  a  bond  or by any  other  binding  method  in
  accordance  with  applicable  laws.  Owner shall advise  Tenant at the time of
  approval for any improvement  whether said iniprovenwnt must be removed at the
  expiration of the lease term. All fimras and all paneling,  cables, telephones
  wires,  partitions,  raffins and l@ installations,  @ed in the premises at any
  fim either by Tenant or by Owner in Te=nt's  behalf,  iW,  upon  installation,
  beconw the  property  of Owner " &W remain  upon and be  surrendered  with the
  demised  premises  unless Owner, by the  above-mforenced  notice to Tenant has
  elected to relinquish  Owner'* tight dntvto and to have them removed by Tenan4
  in which event the same shall be removed  from the premises by Tenant prior to
  the expiration of the lease, at Tenant's expense. Nothing in this Article dmff
  be commed to give Owner tide to or to prevent Tonant's removal of trade f@res,
  moveable office furniture and equipment, but upon removal of any such from the
  prenises  or upon  removal of other  Dilations  as may be  required  by Owner,
  Tenant shaff  immediately and at its expense,  repair and restore the premises
  to die condition  existing prior to installation  and repair any damage to the
  dendsed 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  dW be  deemed  abandoned  and may,  at die
  election of Owner,  either be  retained  as Owner's  property or nay be mnwved
  from the pressure by Owner, at Tonant's
  expense.

 Maintenance     4.      Tenant shall, @ghout the. term of this lease,
  and                       take       good cam of the d@sed promises and the
  Re@                    f'u=ms and appurtenances therein.  Tenant shall be
   responsible  for all  damage or injury to the d@sed  pretenses  or any other
 part of the  building  and  the  systems  and  equipnwnt  thereof,  whether
requiring  structural  or  nonmctumi  repairs  caused by or  resulting  from the
negligence or intentional act of Tenant, Tenant's gubtenants.
agents,  "loyces,  inviwes or licensees,  or which &rise out of any work, labor,
service or equipment  done for or supplied to Tenam or any  subtenant or arising
out of the installation, use or operation of the property or equipment of Tenant
or any subtenant other than the actions of Owner or Owner's contractors.  Tenant
shall also repair all danuge to the building and the devised  premises caused by
@ moving of Tenant's  fixtures,  furniture and equipment.  Tenant shall promptly
nuke, at Tenam's  expense,  all repairs in and to the demised premises for which
Tenant  is  responsible,  using  only a  contractor  for the  trade or trades in
question, reasonably acceptable to both Owner and TenaM. Any other repairs in or
to the  building  or the  facilities  and systems  thereof  for which  Tenant is
responsible  shall be  performed  by Owner at the  Tenant's  expense;  provided,
however that for any non-emergent  repair in ex-Wess of $5,000,  Tenant may upon
notice to Owner  require for Owner to have that  particular  item  competitively
bid.  Owner shall maintain in good working order and repair the exterior and the
structural  portions of the building,  including the structural  portions of its
de@sed  premises,  and the public  portions  of the  building  interior  and the
building plumbing,  electrical,  heating and ventilating  systenn (to the extent
such systems presently exixt) serving the de@sed premises. Tenant agrees to give
prompt notice of any defective  condition in the promises for which Owner may be
responsible  hereunder.  When entering the derniwa  premises for the purposes of
undertaking repairs Owner shall use reasonable efforts to iwnimize  interference
with Tenant's business.  7bere &hall be no allowance to Tenant for diminution of
rental value and no  liability  on the pat% of Owner by mason of  inconvenience,
umymwe or Wury to business arising
from Owner or others making repairs,  alterations,  additions or improvements in
or to any portion of @ building or the d@nd  premises or in and to the  fixwres,
appurtenances or equipment thereof.  h Is specifically  agreed that Tenant shall
not be entitled to any setoff or  reduction  of rera by reason of any failure of
Owner to comply with the  covenants  of thin or any other  article of this Uaso.
Tenant  agrees that  Tenant's sole remedy at law in such instance will be by way
of an action for danuges for breach of contract. The provisions of this Axdcie 4
shall not apply in the case of fire or other  casualty  which are dealt  with in
Article 9 hereof.


Window  5. Tenant will not clean nor require, permit, Clegn'no suffer or allow
           any window in the dcrwsed premises to
                  be clearwd from the outside.

R  eats of          6.           Prior to the conunencentent of the lease term,
 Law, Fln                      iftenant  is then in possession, and at all times
thereafter,
          o         Tenant, at Tenant's sole cost and expense, shall promptly
Floor Loads                convly with all present and future laws, orders and
regulations of all state, federal, municipal and local governments, departments,
conunissions  and boards and any  direction of any public  oflrtcer  pursuant to
law, and all orders,  rules and  regulations  of any body which shall impose any
violation,  order or duty  upon  Owner or  Tenant  with  respect  to the  de@sed
premises,  whether or not &rising out of Tenant's  use or manner of use thereof,
(including  Tenant's  permitted use) or, with respect to the building if arising
out of Tenant's use or manner of use of the  premises or the building  (tmluding
the use  permitted  under the lease).  Owner  represents  that the  building and
de@sed  promises oW comply with all legal  requimnwnts  as of the  conunencement
date of this lease.  In addition,  Owner covenants that the building sW continue
to comply with all legal mquimmenu  during the tem of this Lean,  including the.
Americans  with  Disabilities  Act.  Nothing herein shall require Tenant to make
structural repaim or alterations  unless Tenant has, by its manner of use of the
d@sed  premises  or  method  of  operation  therein,  violated  any  such  laws,
ordinances,  orders,  rules,  regulations or requirements  with respect thereto.
Tenant u%ay, after securing Owner to Owneir's satisfaction against all dan-Ages,
interest,  penalties and expenses, contest and appeal any such laws, ordinances,
orders,  rules,  regulations  or  requirements  provided  same is done  with all
mmnable  promptness and provided such appeal sW not subject Owner to prosecution
for a criminal  offense or  constitute  a defauk  under any lease or  w,agiga,ge
under which Owner may be obligated,  or cause the dentised  premises or any part
thereof to be  condemned  or  vacated.  Tenant  shall mg do or permit any act or
thing to be done in or to the  deraind  premises  which is  contrary  to law, or
which will  invalidate  or be in conflict  with public  liability,  rim or other
policies of  insurance  at any time  carried by or for the benefit of Owner with
respect to the doniised  premises or @ building of which the d@sed premises form
a part, or which shall or n-dght subject owner to any liability or  mwonsibility
to any person or for  property  danuge.  Tenant  shall not keep  anything in the
deniised  premises except as now or hereafter  permitted by the Fire Department,
Board of Fire Underwriters,  Fire @rance Rating 0 tion or other authority having
jurisdiction,  and  then  only in such  manner  and such  quantity  so as not to
increase the rate for fire insurance
applicable to the building,  nor use the premises in a r which will increase the
insurance  rate for the  building or any property  located  therein over that in
effect prior to the  conunenceniont  of Tenant's  occupancy.  Tenant WWI pay all
costs, expenses,  fines,  penalties, or damages, which may be imposed upon Owner
by mason of Tenent's  failure to comply with the  provisions of this article and
if by reason of such failure the fire  insurance  rate shall,  at @ beginning of
this lease or at any time thereafter, be higher than it otherwise would be, then
Tenant shall reimburse Owner, as additional rent hereunder,  for that portion of
all fire insurance  premiums  thereafter paid by Owner which @ have been charged
because of such failure by Tenant. In any action or proceeding wherein Owner and
Tenant are parties,  a schedule or 'make-up' of rate for the building or dciwsed
premises  issued by any body  making fire  insurance  rates  applicable  to said
p.--rnis--s shall be cc=lusive  evidence of tile facts therein stated and of the
several items and charges in the fire  insurance  rates then  applicable to said
premises. Tenant shall not place a load upon any floor of the den-tised premises
exceeding @ floor load per square  foot area which it was  designed to carry and
which is allowed by law. The Owner  represents that the floor load is 100 pounds
per  square  foot  with  live  load  reduction  and with  other  BOCA  permitted
reductions. Owner 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
Owner's  reasonable  judgement,  to  absorb  and  prevent  vibration,  noise and
annoyance.

Sabo@tion              7.     (a) This lease is subject and subordinate to all

<PAGE>

ground or  underlying  leases and to all  mortgages  which may now or  hereafter
affect such leases or die real property of which  demised  pmadses am a part and
to all renewals, modifications,  consolidations,  replacements and extensions of
any such underlying leases and mortgages. This clause shall be self-opcmtive and
no  further  instrument  of  subordination  shall be  required  by any ground or
underlying lessor or by any mortgagee,  affecting any lease or the real property
of which the de@sed premises are a part. In confirmation Of such  subordination,
Tenant shall execute promptly any cettificat* that Owner nuy reasonably request.

                       (b)    Owner shall deliver the building mortgagee,'s
executed  subordination  and atto ot agmnwnt to the Tenant wi@ thirty  (30) days
from the date hereof.  If Owner fails to deliver the executed  subordination and
attornment agreement within the above mated thirty (30) day period, Tenant shall
have the single option of terminating  this lease within ten (10) days after the
expiration  of the thirty (30) day  period,  time being of the  essence.  Tenant
agrees to Co)  execute  and  deliver  to such  mortgagee  a  nondisturbance  and
attomment  agreement  in  form  and  substance  reasonably  satisfactory  to and
customarily  adopted  by  such  mortgagee  and  (ii)  reimburse  Owner  for  all
reasonable  expenses  incurred  by Owner  from  nonaffiliated  third  parties in
connectionthemwith,  including legal expenses. Owner mpmsents that it is the fee
owner of the building of which the deniised preniiscat forms a part.

Property-                8. Owner or its agents @U not be liable for any
Loss, Damage,            damage to property of Tenant or of others c
Reimbursement,           to ensployces of the building, nor for Ion of or
IndemWty                 damage to any property of Tenant by theft or otherwise,
nor for any injury or damage to persons or property  resulting from any cause of
whatsoever nature, unless caused by or due to the negligence or intentional acts
of Owner,  its agents,  servants or  *nvioyets.  Owner or its agents will not be
liable for any such damage  caused by other tenants or persons in, upon or about
said building or caused by operations in construction of any private,  public or
quasi public work.  Tenant shaft  indemnify and save harmless  Owner against and
from all liabilities,  obligations, damages, parmities, ciaims, costs @ expenses
for which Owner  shall not be  reimbursed  by  insurance,  including  reasonable
attorneys fees, paid,  suffered or incurred as a result of any breach by Tenant,
Tenant's agents, contractors, enwioyces, invitfts, or licensees, of any covenant
or condition of this lease, or the negligence or intentional acts of the Tenant,
Tenant'@ agents, contractors,  employees, invi@ or licensees. Tenant's liability
under  this lu"  extends to the acts and  omissions  of any  sub-wnant,  and any
agent,  contractor,  employee,  invite* or licenum of any @-tenant.  In case any
action or  proceeding  is  brought  against  Owner by reason of any such  claim,
Tenant,  upon written notice from Owner,  will, at Tenant's  expense,  resist or
defend such action or proceeding by counsel  approved by Owner in writing,  such
approval not to be u nobly wi@id.

    D         on, Fim  9. (a) if the d@sed promises or any pain thereof shall
and Other                be damaged by fire or other casualty, Tenant
C@ty                     sW give immediate notice thereof to Owner and t h i 9
lease shall  continue in full fome and effect except as  hereinafter  set forth.
(b) If the d@sed premises am partially damaged or rendered partially unusable by
fire or other casualty, the damages thereto d" be repaired by and at the expense
of Owner and the rent, until such repair @ be substantially completed,  shall be
apportioned  fiom the day  following  the casualty  according to the part of the
premises which is usable. (c) If the d@wd premises am totally damaged or rendemd
wholly   unusable   by  fire  or  other   casualty,   then  the  rent  shall  be
proportionately  paid up to the time of the casualty and thenceforth shall cease
until the date when the promises shall have been repaired and restored by Owner,
subject  to  Owner's  right  to elect  not to  restore  the same as  hereinafter
provided. (d) If fifty percent (50 %) or mom of the building shall be so damaged
that Owner shall  decide to demolish it or to rebuild it,  then,  in any of such
events,  owner may elect to  terminate  this lease by written  notice to Tenant,
given  within 30 days after  such fire or  casualty,  specifying  a date for the
expiration  of the  lease,  which  date  shall not be mom than 60 days after the
giving of such  notice,  and upon the date  specified in such notice the term of
this lease shall  expire as fully and  completely  as if such date were the date
net forth above for the termination of this least and Tenant @li forthwith quit,
surrender  and vacate the premises  without  prejudice  however,  to  Landlord's
rights and mmedies against Tenant umkr tht. lease  provisions in effect prior to
such  termination,  and any rent  owing  shall  be paid up to such  date and any
payments of rent rtiade by Tenant which were on account of any period subsequent
to such date sW be mturtwd to Tenant. In addition,  if Owner determines that the
time  required to rebuild the building  will exceed six (6) months,  Owner shall
notify Tenant of said determination @ Tenant @ll have the right to te@nate, this
Lease within thirty (30) days after receipt of Owner'$ notice, time being of the
essence.  Failure  of  Tenant to timely  deliver  a thirty  (30) days  notice of
termination shall be conclusively  deemed to be an express election by Tenant to
waive  Tenant's  right to  terminate  the Lease as provided  in this  Article 9.
Unless Owner or Tenant shall serve a termination  notice as provided for herein,
Owner shall make the mpairs and  restorations  under @ conditions of (b) and (c)
hemf,  with all  reasonable  expedition,  subject to delays due to adjustment of
insurance clainn,  labor troubles and causes beyond Owner's reasonable  control.
After any such  casualty,  Tenant shall  cooperate  with Owner's  restoration by
removing from the premises as promptly as reasonably  possible,  all of Tenant's
salvageable  inventory and movable  equipment,  furniture,  and other  property.
Tenant's liability for rent shall resume five (5) days after written notice from
Owner that @ premises am  substantially  ready for  Tenant's  occupancy.  In the
event Ci) the d@sed
prenises  &Ml[ be damaged by fire or other  casualty  during the term and Tenant
&WI be unable to use the deewsed preniises as a result of such damage,  and (ii)
Owner  shall  not  exercise  the  right  to  terminate   this  Uase  and  shall,
accordingly,  be obligated to repair any such damage  pursuant to the provisions
hemof,  and (iii) Owner  shall have failed to repair such damage  within six (6)
months  after the date of such fire or other  casualty,  as such period shall be
extended  by @  number  of  days  that  Owner  is  delayed  in  completing  such
restoration by any cause or factor beyond Owner's reasonable control. including,
but not limited to, Tenant's  failure to cooperate with Owner,  strikes or other
labor disputes,  accidents,  orders or regulations of any Federal, State, County
or Municipal  Authority,  delays due to adjustnwnt of insurance claims,  lack of
availability  of  nuterials,  parts  or  utility  services,  acts  of  @,  rire,
earthquake,  floods,  explosion,  action  of  the  elements,  war,  hostilities,
invasion,  insurrection.  riot, mob violence, sabotage, cr by mason of any other
cause.  whether  si@ar or not to the  foregoing,  that is beyond the  reasonable
control of Owner, (such six (6) month period as so extended is mfeffed to as the
*Rextomtion  Period'),  then, in such event, Tenant shall have a one time option
to give the Owner,  within thirty (30) days next following the expiration of the
Restoration  Period,  time  being  of the  essence,  a ten (10)  day  notice  of
termination  of this Lease and upon the  expiration of said ten (10) days,  this
Lease and the term thereunder shall end and expire as fully and completely as if
the expiration of such ten (10) day period were the day herein  definitely Fixed
for the and and  expiration  of this Lease and the term  thereof and Tenant sh&U
then quit and  surmnder  the d@sed  promises  to Owner but Tenant  shall  remain
liable  through and including the date of such damage as provided in this laase.
Failure of Tenant to timely  deliver a ten (10) day notice of  termination @U be
conclusively  deemed to be an express election by Tenant to waive Tenant's right
to terminate the Lease as provided in this Article 9.  Notwithstanding  anything
to the contrary  contained  herein, in @ event rifty percent (50%) or mom of the
deniised  premises  are  destroyed  during the last two (2) years of the initial
lease term,  Tenant shall have the absolute  right to terminate  this lease upon
thirty (30) days notice to Owner. (a) Nothing contained heminabove shall relieve
Tenant  from  liability  that may exist as a result of damage from fire or other
casmlty.  Notwithstanding  the  foregoing,  each  patty  shall look First to any
insurance  in its favor  before  making any claim  against  the other  party for
recovery for loss or danuge  resulting from tire or other  casualty,  and to the
extent  that  such  insurance  is in force  and  collectible  and to the  extent
permitted by law, Owner and Tenant each hereby  releases and waives all right of
recovery  against the other or any one claiming through or under each of them by
way of irubrogation or otherwise.  Tenant acknowledges that Owner will not carry
insurance on Tomm's furniture  and/or  furnishings or any fixtures or equipment,
improvements,  or appurtenances  removable by Tenant and agrees that @r will not
be obligated to repair any damage thereto or replace the same.

                @2'nent    10.  If the whole or any part of the dernised
Domain premises dWi be acquired or condemned by Eminent Domain for any public or
quasi  public use or  purpose,  then and in that  event,  the term of this lease
shall cease and terminate  from the date of tide vesting in such  proceeding and
Tenant shall have no claim for the value of any unexpired term of said lease and
assigns to Owner, Tenant's entire interest in any such award. Notwithsmnding the
foregoing,  Tenant  shall have the right to  prosecute  its own claim for moving
expenses, fixtures and equipment so long as such claim does not diminish Owner's
award in any respect.

Aedgainent, Mortgage,     ll.Tenant, for itself, it heirs, distributees Etc.
executors, adniini@tors, legal representatives, successors and assigns,expressly
 covenants that it shall not assign,  mortgage or encumber this  agreement,
nor underact,  or suffer or permit the d@sed  premises or any part thereof to be
used by others,  without the prior  written  consent of Owner in each  instance.
Transfer of the  majority of the O"k of a  corporate  Tenant  shall be deemed an
assignment.  If this lease be  assigned,  or if the d@sed  premises  or any part
thereof be underlet or occupied by anybody other than Tenant,  Owner may,  after
default by Tenant,  coll@ rent from the assignee,  under4tnant or occupant,  and
apply  the  net  amount  collected  to the  rent  herein  reserved,  but no such
assignment,  underietting,  occupancy or collection  shall be deemed a waiver of
this covenant,  or the acceptance of the assignee,  under-tenant  or occupant as
tenant,  or a  release  of  Tenant  from the  further  perfomunce  by  Tenant of
covenants  on the part of Tenant  herein  contained.  'Me consent by Owner to an
assignment or underietting  shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further assignment
or underletting. See Article 48 Rider to Lease.

Elec@ 12. Tenant covenants and agrees that at all times
Current                 its use of electric current shall not exceed @ @kyof
existing feeders to the building or the risers or wiring installation and Tenant
may not use any electrical  equipment  which,  in Owner'ii  opinion,  reasonably
exercised, will overload such installations or interfere with the use thereof by
other  tenants  of the  building.  Ile  change at any time of the  character  of
electric  service shall in no wise make owner liable or  responsible  to Tenant,
for any loss,  damages or expenses which Tenant my sustain.  Owner represents to
Tenant that the electric current in the building as of the commencement  date of
this lease &hall be (a) 2.5 watts per square foot of net useable area  connected
load at I I 0- 1 20 volts for  general  use and (b) 3.5 watts per square foot of
net  usable  area  connected  load at 265  volts or 277  volts  for  fluorescent
lighting.  Owner further  represents  that said  electrical  capacity  shall not
materially

<PAGE>

diminish during the term hereof.


Access to                13. Owner or Owner's agents shall have the
p                        right (but shall not be obligated) to enter the damiaed
premises  in any  emergency  at any time,  and, at other  reasonable  times upon
reasonable  notice, to examine @ same and to make such mpairs,  replacements and
improvements as Owner may deem necessary and reasonably  desirable to the demiwd
premises  or to any other  portion of the  building  or which Owner may elect to
perform. When entering the dentised premises in rion-emorgency situations, Owner
shall use reasonable  efforts to interference  with Tenant'si  business.  Tenant
&hall permit  Owner to use and  maintain  and replace  pipes and conduits in and
through the d@sed premises and to emct now pipes and conduits  therein  provided
they are concealed  within the walls,  floor, or ceiling.  Owner may, during the
progress of any work in the demised promises,  take all necessary  materials and
equipnwnt into said premises without the &&nine constituting an eviction nor dWI
the Tenant be entitled to any  abatement  of rent while such work is in progress
nor to any damages by mason of loss or  interruption  of business or  otherwise.
Throughout the term hereof Owner shar have the right to enter the d@sed premises
at  reasonable  hours  for the  purpose  of  showing  the  same  to  prospective
purchasers or mortgagees of the building,  and during the last six months of the
term for the  purpose of showing the same to  prospective  te@. If Tenant is not
present to open and permit an entry into the  premises,  Owner or Owner's  &Seam
may enter the unm whenever  such entry nmy be necessary or lpenwosib le by asset
key or forcibly (only in an emergency) and provided reasonable care is exercised
to safevard  Tenant's  property,  such entry ahmi not render Owner or its agents
liable  therefor,  nor in any event shall the obligations of Tenant hereunder be
affected.


Smokkg                   14. Landlord reserves the tight to establish
Polky                    a no smoking policy in some or all comnwn areas of the
building including but not limited to elevators, lobbies, atriunu, stairwells,
corridors and restrooms.

Ocmpancy  15.  Tenant  will not at any time use or occupy the d@sed  premises in
violation of the  certificate of occupancy  issued for the building of which the
deniised  premises am a part. Tenant has inspected the prendses and accepts them
as is, subject to the tider atmxtd hereto with respect to Owneir's work, if any.
In any event, Owwr makes no representation as to the condition of the premises @
TemM agrees to accept the same subject to  violations,  whether or not of record
which  violations,  if any, shall remain the  responsibility of Owner as long as
Tenant did not contribute to their existence.

          B=kniptcy  16. (a) Anything elsewhere in this lease to @ contrary
notwithstanding,  this  lease  nmy be  cancelled  by Owner by the  sending  of a
written notice to Tenant within a reasonable time &fter the happening of any one
or more of the following events: (1) the commencement of a case in bankruptcy or
under the laws of any auto  naming  Tenant as the  debtor,  or (2) the making by
Tenant of an @gment or any other  arrangement for the benefit of creditors under
any state  statute.  Neither  Tenant nor any person  cla'mu'ng  through or under
Tenant,  or by man of any._  astute  or  order of  court,  &hall  thereafter  be
entitled to p on of the pretwses  dernised but shall  forthwith quit " surrender
the  pmtwses.  If this loan a" be  assigned  in  accordance  with its ten=,  the
provisions of ibis Article 16 shall be applicable  only to the patty then owning
Tenant's  interest  in this  lease;  provided,  however,  that a  ba@ptey  of an
assignee  shall not  comdtute a default  hereunder  if the Tenant  continues  to
perform all of the  obligations of this lease,  including the payment of Adjumed
Minimum Rent.

 (b)        it is  stipulated  and  agreed  that in @ event of the,  te@nation
 of this lease  pursuant  to (a)
hereof,  Owner shall  forthwith,  notwithstanding  any other  provisions of this
lease to the contrary,  be entitled to recover from Tenant as and for liquidated
damages an anwunt equal to the  difference  between the rent reserved  hereunder
for the  unexpired  portion  of the term  deniised  and the fair and  reasonable
rental value of the de@wd preniiwa for @ sanm period. In the computation of such
damages the  difference  between any  installment of rent becoming due hereunder
after the date of termination  and the fair and  reasonable  rental value of the
d@wd  pm1wses for the period for which such  installment  was  payable  shall be
discounted  to the  date of  termination  at the rate of four  percent  (4%) per
annum. If such pmtwses or any part thereof be relet by @ Owner for the unexpired
term of said lease,  or any part thereof,  before  presentation of proof of such
liquidated  damages to any court,  commission  or  tribunal,  the amount of rent
reserved upon such reletting shall be deemed to be the fair and masorable rental
value for the part or the whole of the promises so re-ict during the term of the
re4etting.  Nothing  herein  contained  shall limit or pmjudice the right of the
Owner  to  prove  for  and  obtain  as  liquidated  damages  by  reason  of such
termination,  an amount  equal to the maximum  allowed by any statute or rule of
law in effect at the time when,  and governing the  proceedings  in which,  such
damages are to be proved,  whether or not such  amount be greater,  equal to, or
le-as than the amount of the difference mfen--d to above.

   Default 17. (1) If Tenant  defaults in fulfilling  any of the covenants of
this lease other than the covenants
for the Payment of rent or  additional  rent;  or if any execution or attachment
shall be issued against Tenant or any of Tenant'& property whereupon the demised

premises  &"II be taken or occupied  by someone  other than  Tenant;  or if this
lease be rejected  under  Section 235 of Title I 1 of the U.S.  Code  (bankmptcy
code);  then,  in any one or mom of such  events,  upon Owner  serving a written
thirty (30) days notice upon Tenant  specifying  the nature of said  default and
upon the  expiration  of said thirty (30) days,  if Tenant  shall have failed to
comply  with or  remedy  such  default,  or if the  said  default  or  ontis3ion
complained  of sWI be of a nature  that the same cannot be  completely  cured or
remedied  within  said  thirty  (30) day  period,  and if Tenant  shall not have
diligently commenced curing much default within such thirty (30) day period, and
shall not thereafter  with  reasonable  diligence and in good faith,  proceed to
remedy  or cure such  default,  then  Owner  may serve a written  five (5) days'
notice of  cancellation  of this lease upon Tenant,  and upon the  expiration of
said rive (5) days this  lease and the term  thereunder  shall end and expire as
fully and  completely as if the  expiration of such five (5) day period were the
day herein  definitely  fixed for the end and  expiration  of this lease and the
torrn  thereof and Tenant  shall then quit and  surmnder  the d@sed  premises to
Owner but Tenant shall main liable as hereinafter provided.

        (2)      If the notice provided for in (1) hemof shall have
been given, and the term      shall expire as efomsaid; or if Tenant shall make
default in the payment of  the rent reserved herein after tan (10) days written
notice for the First two (2) occurrences during any calendar year (and no notice
thereafter)  or any item of  additional  rent  herein  mentioned  or any part of
either or in making any other payment herein  required in each case for a period
in excess  of five (5) days;  then and in any of such  events  Owner my  without
further notice,  re-enter the demised premises and dispossess  Tenant by summary
proceedings or otherwin,  @ the legal representative of Tenant or other occupant
of d@sed premises and renwve their effects and hold the pmswses as if this lease
had not been nude,  and Tenant  hereby waives the service of notice of intention
to m-enw or to  institute  legal  proceedings  to that end. If Tenant shall make
default  hereunder prior to the date fixed as the conumacoment of any renewal or
extension of this lease, Owner may cancel end terminate such renewal or Pxwnsion
agreement by written notice.

Remedia of 18. In case of any such default, re-enuy, expiration Owner and and/or
dispossess by sunumry of proceedings or Waiver of otherwise,  (a) the rent shall
beconm  due  thereupon  Redempfim  and be paid up to the time of such  re-entry,
dispossess  =&or  expiration,  (b)  Owner may feet the pm@s or any pat% et parts
thereof, either in the name of Owner or otherwise, for a term or ten=, which

thereof,  either in the nano of Owner or otherwise,  for a term or terms,  which
may at Owner's  option be less than or exceed the period  which would  otherwise
have constituted the balance of the term of this lease and may grant concessions
or free  rent or charge a higher  rental  than that in this  lease,  and/or  (e)
Tenant or the legal representatives of Tenant shall also pay Owner as liquidated
damages for the failure of Tenant to observe and perform said Tenant's covenants
herein  contained,   any  deficiency   between  the  rent  hereby  reserved  @or
covenantp-d  to be paid and the net anwunt,  if any, of the rents  collected  on
account  of the lease or leases of the  dctwsed  premises  for each nwnth of the
period which would Wwtwise have constituted @ balance of the term of this lease.
Owner shall use  reasonable  efforts to  mitigate  Tenant's  danages  hereunder,
provided, however that the failure of Owner to m-let the ptvmises or any part or
parts thereof  shall not release or affect  Tenant's  liability for damages.  In
computing such liquidated damages them &Mli be added to the said deficiency such
expenses  as  Owner  my  incur  in  connection  with  re-letting,  such as legal
expenses,  attorneys'  feet,  brokerage,  advertising and for keeping the de@sed
premises  in good  order  or for  preparing  the same  for  m-letling.  Any such
liquidated  damages shall be paid in monthly imuilmnts by Tenant on the rent day
specified  in this  lease @ any  suit  brought  to  collect  the  anwunt  of the
deficiency  for any month shall not  prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding.  Owner,
in putting the d@sed  premises in good order or preparing  the same for re-mntal
may, at Owner's option,  nuke such  alterations,  repairs,  replacements,  &twor
decorations in the d@sed premises as Owner, in Owner's  solejudgment,  considers
advisable and necessary for the purpose of re-letting the domiwd  premises,  and
the making of such *iterations,  repairs, replacements, and/or decorations shall
not operate or be co@ed to release Tenant from liability  hereunder as aforenid.
Owner d" in no event be rtable in any way  whaumver  for  failure  to re-let the
demised premises, or in the event that the d@sed pre@ses are re-let, for failure
to collect @ rent thereof under such m-letting,  and in no event &hall Tenant be
entitled  to receive any excess,  if any, of such net rents  collected  over the
sums  payable  by  Tenant  to Owner  hereunder.  In the  event  of a  breach  or
threatened breach by Tenant of any of the covenants or provisions hereof,  Owner
shall have the right of injunction and the right to invoke any remedy allowed at
law or in equity as if  m-entry,  su ry  proceedings  and other  m@ies  were not
herein provided for. Mention in this lease of any particular  rcnwdy,  shall not
pmclude  Owner  from  any  other  remedy,  in law or in  equity.  Tenant  hereby
expressly  waives  any and all  rights  of  redemption  granted  by or under any
present or future laws in the event of Tenant being evicted or dispossessed  for
any cause, or in the event of Owner obtaining  possession of dcniised  premises,
by reason of the violation by Tenant of any of the  covenants and  conditions of
this lease, or otherwise.

Few and 19. If Tenant shall  default in the  observance  or Ex performnce of any
term or covenant on Tenant's pad k)
be observed or  perfoffned  under or by virtue of any of the terms or provisions
ill any article of this lease, then, unless otherwise provided elsewhere in this
loan, Owner may immediately or at any time thereafter upon notice (except for

<PAGE>

emergencies where no notice shall be required) perform, the obligation of Tenant
thereunder. If Owner, in connection with the foregoing or in connection with any
default by Tenant in the covenant to pay rent hereunder,  makes any expenditures
or incurs any obligations for the payment of money, including but not limited to
reasonable attorney's fees, in instituting,  prosecuting or defending any action
or  @eeding,  then  Tenant  will  reimburse  Owner  for  such  sums  so  paid or
obligations incurred with interest and costs. The foregoing expenses incurred by
reason of Tenant's  default shall be deemed to be additional  rent hereunder and
shall be paid b Tenant to Owner w in five (5)
days of mndition of any bill or statement to Tenant therefor.  If Tenant's lease
term shall have expired at the time of making of such  expenditures or incurring
of such obligations, such sums shall be recoverable by Owner as danuges.

20.  Owner  shall  have @ tight at any time  without  the urne  constituting  an
eviction  and  without  incurring  liability  to  Tenant  therefor  to  change @
arrangement and/or location of public entrances, doorways, corridors, elevators,
stairs,  toilets or other  public  parts of the building and to change the name,
number or designation by which the building may be known; provided, however that
no such  alteration  shall be permitted  which would  nutetially  and  adversely
affect  Tenant's  use and  enjoyment of the d@wd  preniises  or Tenant's  access
thereto.  There shall be no allowance to Tenant for  diminution of rental value,
and no  liability on the part of Owner by mason of  inconvenience,  annoyance or
injury to business arising from Owner or other Tenants making any repairs in the
building or any such alterations, additions and improvements. Furthemore, Tenant
&WI not have any claim  against  Owner by mason of  Owner's  inwosition  of such
reasonable  controls of the aunner of access to the building by Tenant's  social
or business  visitors as the Owner my deem  reasombly  necessary for security of
the building and its occupants.

No Repre-                  21. Neither Owner nor Owners's agents have nude
senta@ by                  any representations or promises with respect
Owner                    to the physical condition of @ building, the land upon
which it is emcted       or the deniiaed premises, the mnts, leans, expenses of
operation  or any other  matter or thing  affecting  or related to the  promises
except as herein  expressly  set forth and no rights,  casements or licenses are
acquired by Tenant by invlication or otherwise  except an expressly set forth in
the provisions of this lease.  Tenant has inspected the building and @ d@sed pro
mises and is thoroughly  acquainted  with their condition and agrees to take the
same 'as is',  subject to Owner's  Work  Letter  and any  warranties  applicable
themto @ acknowledges that the taking of possession of the d@ud pre@ses
by Tenant *hall be  conclusive  evidence that the mid pmofists @ the building of
which the same form a part were in good and  satisfactory  condition at the time
such possession was so taken,  except an to latent defects.  All  understandings
and  agmcmnts  heretofore  nude  between  the  parties  hereto am merged in this
contract,  which alone fully and completely  expmms the agreement  between Owner
and Tenant and any executory  agreement  hereafter  made &hall be ineffective to
change,  modify,  discharge or effect an  abandonment of it in whole or in part,
unless such  executory  agreement is in writing and signed by the party  against
whom enforcement of the change, modification, discharge or ebmwonnwnt is sought.

End of                   22. Upon the expiration or @er termination of
Term                     @ term of @ lease, Tenant &all quit and m@r to
Owner the deniised  pm@acs,  broom clean, in good order and condition,  ordinary
wear and damages  which  Tenant is rxa  required to repair as provided  e@hem in
this lease excepted, and Tenant &WI remove all its property. Tenant's obligation
to observe or perform  this  covenant  shall  survive  the  expiration  or other
termination  of this  lease.  If the last  day of the  term of this  L4&w or any
mnewal thereof,  falls on Sunday,  @ lease shall expire at noon on the preceding
Saturday  unless it be a legal  holiday in which cast it shall expire at noon on
the pmc"ag b@u day.

Quiet                    23. Owner covenants and agrees with Tenant that
F.qjoyment               upon Tenant paying the rent and additional rent and
observing and perfo@ng all the ternn, covenants and conditions, on Tenant's part
to be observed and performed, Tenant may peaceably and quietly enjoy @ pmn,iises
hereby  demised,  subject,  nevertheless,  to the,  terms and conditions of this
lease  (including  Article 7 hemot) and to the ground  leaws,  underlying  I and
mortgages heminbefom mentioned.

F@                       24. If Owner is unable to give possession of the
To Give                  d@sed pmraises on the date of the commencement
Ponession                of the term hereof, because of the holding-over or
retention  of  possession  of any tenant,  undertenant  or  occupants  or if the
derw#ed  premises  am located  in a building  being  constructed,  because  such
building has not been  sufficiently  convieted  to make the  pmniises  ready for
occupancy or because of the fact that a  certificate  of occupancy  has not been
procured or for any other  reason,  Owner shall not be subject to any  liability
for failure to give  possession on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same be construed in any
wise to extend the term of this lease,  but the rent  payable  hereunder  WWI be
abated  (provided  Tenant is not  responsible  for Owner's  inability  to obtain
possession)  until after Owner shall have given Tenant  written  notice that the
premises am substantially  ready for Tenam's occupancy.  If perntission is given
to Tenant to enter into @ possession of the de@ud prendses or to occupy premises
other than the domised pm@ses prior to the date specified as the

commencement of the teffn of this lease,  Tenant  covenants and agrees that such
occupancy  shall be deemed to be under all the term,  covenants,  conditions and
provisions of this lease, except as to the covenant to pay rent. Notwithstanding
anything-'to  the  contrary  contained  herein,  in the event Owner is unable to
deliver  possession of the denied  premises to Tenant  withitt  ninety (90) days
from the  Estimated  ConunancementDate  (as  bertinafkarderin")  for any  reason
within Owner's  control,  Tenant shall receive one (1) day of free rent for each
day of delay to be credited to Tenant as of the Conunencement Date. In addition,
if for any reason  outside the scope of Tenant's  control the Owner is unable to
deliver  possession of the demised  premises to Tenant within one hundred eighty
(180) days from the Estimated  Commencement  Date,  Tenant shall have the single
option of giving to Owner,  within ten (10) days following the expiration of the
one hundred  eighty (I 80) day period,  a ten (10) day notice of  termination of
this @se,  tinw being of the ewnce.  Failure of Tenant to t'tnwiy  deliver a ten
(10) notice of to@nation shall be conclusively  deemed to be an express election
by Tenant to waive  Tonant's  right to  terminate  the Lease as provided in this
Article 24.

No Waiver              25. The failure of Owner to seek redress for violation
of, or to insist upon the @ct  perfomance  of any  covenant or condition of this
lean or of any of the Rules or  Regulations,  set forth or hereafter  adopted by
Owner,   shall  not  prevent  a  subsequent  act  which  would  have  originally
constituted  a  violation  from  having all the force and effect of an  original
violation.  Ile  receipt  by Owner of rent with  knowledge  of the breach of any
covenant  of this  least  shall  not be deemed a waiver  of such  breach  and no
provision of this lease shall be deemed to have been waived by Owner unless such
waiver be in writing signed by Owner. No payment by Tenant or mccipt by Owner of
a lesser  amount than the monthly rent herein  stipulated  shall be deenwd to be
other than on account of the earliest stipulated rent, nor shall any endorsement
or  statement  of any check or any letter  accompanying  any che4k or payment as
rent be deemed an accord and  satisfaction,  and Owner may accept  such check or
payment  without  prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lean provided.  No act or thing done by Owner
or Owner's agents during the term hereby  deniised shall be deemed an acceptance
of a surrender of said premises, and no agreement to accept such surrender shall
be valid  unless in writing  signed by Owner.  No  employee  of Owner or Owner's
agent  shall  have any power to accept  the keys of said  premises  prior to the
termination  of the lease and @ delivery  of keys to any such agent or  employee
shall not operate as a termination of the lease or a surrender of the premises.

Waiver of Trial              26. It is mutually agreed by and between Owner and
by Jury                 Tenant that the respective parties hereto shall and they
hereby do waive trial     byjury in any action, prwecdingot counterclaim brought
by either of the parties hereto against the other (except for personal injury or
property  damage)  on any  matters  whatsoever  atizing  out  of or in  any  way
connected with this lease, the relationship of Owner and Tenant, Tenant's use of
or  occupancy  of  said  premises,  and any  emergency  statutory  or any  other
statutory remedy.

LMlkb2ity to            27. This L4&se and the obligation of Tenant to pay
Perform                 rent hereunder and perform all of the other   aW
agreements  hereunder  on part of  Tenant  to be  perfomed  shall  in no wise be
affected,  impaired  or excused  because  Owner is unable to fulrill  any of its
obligations under this lease or to supply or is delayed in supplying any service
expressly of  inipliedly  to be supplied or is unable to make,  or is delayed in
any repair, additions,  -alterations or decorations or is unable to supply or in
delayed in supplying  any  equipment or fixwrcs if Owner is prevented or delayed
from w doing by  reason  of strike or labor  troubles  or any cause  beyond  its
reasonable  control  including,  but not limited to,  government  preemption  in
connection  with a  National  Emergency  or by  reason  of any  rule,  order  or
regulation of any department or subdivision  thereof of any government agency or
by mason of the  conditions  of supply and demand which have been or am affected
by war or other enwrgency.

BMs and                      28. Except as otherwise in this lease provided, a
Notices bill,  statement,  notice or conununication which Owner may desire or be
required to give to Tenant,  shall be deemed sufficiently given or re@red if, in
writing,  delivered to Tenant personally or sent by registered or certified mail
addressed to Tenant at the budding of which @ deaised premises form a part or at
the last known residence address or business address of Tenant or left at any of
die aforesaid pmntiwa addressed to Tenant, and the time of the rendition of such
bill or  statement  and of the giving of such notice or  communication  shall be
deemed to be the time when the same is delivered to Tenant,  nmiled,  or left at
the prc@ses as herein provided.  Any notice by Tenant to Owner must be served by
registered or ceniried mail  addressed to Owner at the address first  heminabove
given or at such other address as Owner shall designate by written notice.

Service.s                29. Owner shall provide: (a) heat to the den-iised
Provi ded by             promises when and as required by law, on business days
Owner                    from 8 a.m. to 6 p.m.; (b) water for ordinary lavatory
purposes,  but if Tenant  uses or  consumes  water for any other  purposes or in
unusual  Quantities,  Owner may install a water meter at Tenant's  expense which
Tenant shall  thereafter  maintain at Tenant's expense in good working order and
repair  to  register  such  water  consunvtion  and  Tenant  shall pay for water
consumed as shown on said meter as additional rent as and when bills are

<PAGE>

rendered;  (c) cleaning service for the deniised  prernises on business da ys at
Owner's expense provided that the same are kept in order by Tenant. If, however,
said  premises am to be kept clean by Tenant,  it shall be done at Tenant's sole
expense,  in a  nianner  satisfactory  to Owner and no one  other  than  persons
approved by Owner shall be permitted  to enter said  premises or the building of
which they are a part for such purpose. Tenant-dWi pay Owner the cost of removal
of any of Tenant's  extraordinary  refuse and rubbish from the building;  (d) If
the  deniised  premises  am serviced  by Owner's  air  conditioningicooling  and
ventilating  system,  air  conditioning/cooling  will be  furnished to Tenant in
accordance  with  Owner's  specifications  (Mondays  through  Fridays,  holidays
excepted)  from 8:00 a.m. to 6:00 p.m.,  and  ventilation  will be  furnished on
business days during the afomsaid hours except when air  conditioning/cooling is
being  furw&hed as aforesaid.  If Tenant  requires air  conditioning/cooling  or
ventilation  for more extended  hours or on  Saturday@,  Sundays or on holidays,
Owner will fumiah the mum at Tenam's expense;  (e) property  management services
(including  maintenance of the exterior  grounds) of a nature similar to that of
other first class office  buildings  in the  Somerset  County am&; (i) as of the
Commencement Date of this U&SC, the building shall have a keypad access security
system with video canmrs  monitoring  devices;  (g) Owner  reserves the right to
stop  services of the  heating,  elevators,  plumbing,  air-conditioning,  power
systems or cleaning or other  services,  if any, when necessary  (with a minimum
interference  to  Tenant) by reason of  accident  or for  repairs,  alterations,
replacenwnts or  improvements  necessary or desirable in @ judgment of Owner for
as long as may be reasonably required by mason thereof. If the building of which
the deniiwd  premises am a part suppfies  manually  operated  elevator  service,
Owner at any time may substitute  auton&atic  control  elevator service and upon
tan days' written notice to Tenant,  proceed with alterations necessary therefor
without in any wise affecting this LAsse or the obligation of Tonatt hemu@r. The
same shall be done with minimum of  inconvenience to Tenant @ Owner shall pursue
the alteration with due diligence.  W'ith respect to the services  enumerated in
subparagmphs  (a),  (b),  (c),  (d) and (g) of this  Article  29,  if any of the
foregoing become unavailable for thirty (30) consecutive days, Tenant shafl have
the right to give Owner written notice that it intends to cure.such  unavailable
services. If Owner does not respond to Tenam's notice within five (5) days after
receipt  thereof,  Tenant  shall  have the  right  to  expend  its own  money in
replacing  said services and will be reimbursed by Owner for such amounts within
thirty (30) days of demand  provided  same were  reasonable,  necessary and fwly
documented.  'Me  initial  thirty  (30) day  period  mferred  to above  shall be
extended so long as Owner is diligent in  commencing  the  necessary  mpairs and
shall be fumer extended by Tenant delays and Foma Majeum (as hereinafter  deemed
in Article  64).  In the event  Tenant  improperly  conunences  any such work or
comniences any such work without giving Owner the required notice,  Tenant shall
be liable for any damages resulting therefrom and dwH inde@fy Owner for all such
action.

30. Ile Captions are inserted only as a matter of convenience  and for reference
and in no way define, limit or describe the scope of this lean nor the intent of
any provisions thereof.

D@tioims               31. The term 'ofrice', or "officesm, whemver used in
this lease,  shall not be conauued to mean  premises  used as a store or stores,
for the sale or display,  at any time, of goods,  wares or  merchandise,  of any
kind, or as a restaurant,  shop, booth, bootblack or other stand, b&6er shop, or
for other  similar  purposes  or for  manufacturing.  The term  'Owner'  means a
landlord or lessor,  and as used in this lease only the owner,  or the mortgagee
in  possession,  for the time  being of the land @  building  (or the owner of a
lease of the  building  or of the  land and  building)  of  which  the  deniised
premises  form a part,  so that in the.  event of any sale or sales of said land
and building or of said lease,  or in the event of a lease of said building,  or
of the land and  building,  the said Owner &hall be and hereby is entirely  fmcd
and relieved of all covenants and obligations of Owner  hereunder,  and it shall
be deemed and construed  without further  agreement between the parties or their
successor@ in interest,  or between the parties end the  purchaser,  at any such
sale, or the said lessee of the building, or of the land and building,  that the
purchaser  or the lessee of the building has assumed and agreed to carry out any
and all covenants and obligations of Owner, hereunder.  The words 're-enter' and
 . rc-entry' as used in this lease am not  restricted  to their  technical  legal
meaning.  The term "business days' as used in this lease shall exclude Saturdays
(except  such  portion  thereof as in covered  by  specific  hours in Article 29
hemof), Sundays and all days set fonh on Exhibit E.

                         32. @tionaby                     Prior to Execution.

Rules and                33. Tenant and Tenant's servants, employees,
Regulations         agents, visitors, and licensees shall observe faithfwlv, and
comply  strictly  with,  the  Rules  and  Regulations  and such  other and fumer
reasonable  Rules and  Regulations as Owner or Owner's agents ffiay from time to
time adopt.  Owner  agrees to apply the rules and  regulations  in a uniform and
nondiscrin-Linatory  manner. Notice of any additional rules or regulations shall
be  given in such  manner  as Owner  may  elect.  In case  Tenant  disputes  the
reasonableness of any additional Rule or Regulation hereafter made or adopted by
Owner or Owner's  agents,  the parties hcmto agree to submit the question of the
reasonableness  of such Rule or Regulation  for decision to the Newark office of
the American  Arbitration  Association,  whose  determination shall be final and
conclusive upon the parties hereto.  The right to dispute the  reasonableness of
any  additional  Rule or  Regulation  upon  Tenant's part shall be deemed waived
unless the same shall be asserted by service of a notice, in

writing upon Owner within  thirty (30) days after the giving of notice  thereof.
Nothing in this lease contained gull  be'cdnstrued to impose upon Owner any duty
or  obligation  to enforce  the Rules and  Regulations  or terms.  covenants  or
conditions in any other lean, as against any other tenant and Owner shall not be
liable to Tenant for  violation of the unic by any other  tenant,  its servants,
employees, agents, visitors or licensees.

          34.        TenantshalldepositwithOwneronthedatchereof   the  sum  of
$0.00  as  security   for  the  faithful
perfomiance and observance by Tenant of the terms,  provisions and conditions of
this lease-, it is agreed that In the event Tenant default& in respect of any of
the terms, provisions atw conditions of this lease,  including,  but not limited
to, @ payment of rent and  additional  rent,  owner may use, apply or retain the
whole or any part of the security so  deposited  to the extent  required for the
payment of any rent and  additional  rent or any other sum as to which Tenant is
in default or for any sum which Owner may expend or may be required to expend by
reason of  Tenant's  default  in  respect  of any of the  terms,  covenants  and
conditions  of this  lease,  including  but  not  limited  to,  any  damages  or
deficiency in the re-letting of the premises, whether such damages or deficiency
accrued before or after sununary  proceedings or other re-entry by Owner. In the
event  that  Tenant  shall  fully  and  faithfully  comply  with all of @ terms,
provisions,  covenants  and  conditions  of this lease,  the  security  shall be
returned  to  Tenant  after  the date  fixed an the end of the  Lease  and after
delivery of entire  possession of @ d@ted  premises to Owner.  In the event of a
sale of the land and building or leasing of the building,  of which the dernised
premises form a part, Owner shall have the right to transfer the security to the
vendee or  lessee  and Owner  shau  thereupon  be  released  by Tenant  from all
liability for the return of such security;  and Tenant agrees to look to the new
Owner solely for @ return of said security, and it is agreed that the provisions
hereof shall apply to every  trawfeir or  assignment  n-Ade of the security to a
new Owner.  Tenant  further  covenants  that it will not assign or  encumber  or
attenvt to assign or encumber the monica  deposited  herein as security and that
neither  Owner  nor  its  successor@  or  assigns  ahau  be  bound  by any  such
assignment, encumbrance, attempted assignment or attempted encumbrance.

EsWppei                  35. Tenant, at any tinw, and from time to time,
c upon at least 10 days' prior notice by Owner,  shall execute,  acknowledge and
deliver to Owner, and/or to any other person,  firm or corporation  specified by
Owner,  a statement  rectifying  that this Lease is unmodified and in full force
and effect (or, if there have been modifications,  that the unn in in fidl force
and effect as modified uW outing the nwdirications), owng the dates to which the
rent and additional mnt have been paid, and outing whether or not them exists to
the best of renant's  knowledge any default by Owner under this LAm, and, if so,
qmifying each such default.

     Siwcessors and 35A.  Tbc  covenants,  conditions  and  agreements 
 contained  in this least shall bind and inure to the b=&
of Owner and Tenant          and their respective heirs, di@butees, executors.
    stmtom,    successors, and except as otherwise provided in this lease, their
"give.
     F-vk;bib  35B.  'Mis lease  consists  of this  Printed  Portion  containing
Articles  1-35C.  and  each of the  following,  anached  hereto  and nude a part
hereof- (a) Rider to Lease and (b) the  following  exhibits:  Exhibit A ('Rental
Plan), Exhibit 8 (General Conditions), Exhibit C (Legal Description),  Exhibit D
(Cleaning  Service  Rider),  @ibit E (Ugal  Holidays),.  Exhibit  F  (Designated
Parking),  Exhibit G (KVAC  Wwifications)  txhibit H (Base  Building  ltenn) and
Exhibit I (Option Space)

RWw                   35C.  In the event of any inconsistency between the
                         provisions of the Rider to Lease and those contained in
      Printed Portion to which the Rider to Le4se is annexed,  the provisions of
      Rider to Lease shall govem @ be binding.


<PAGE>


                             IMPORTANT - PLEASE READ

                      RULES AND REGULATIONS ATTACHED TO AND
                            MADE A PART OF THIS LEASE
                         IN ACCORDANCE WITH ARTICLE 33.

      1.  'Me  sidewalks.   en@es,  driveways,   pasuggs,   courts,   elcvaton,,
vestibules,  stairways, corridors or halls @U not be obstructed or encumbered by
any Tenant or used for any  purpose  other than for  ingress or egress  from the
de@sed  pren-d3es and for delivery of rmrchandise  and c4uiPmcnt in a prompt and
otticient manner using elevators and passageways designated for such delivery by
Owner.  'Mere  shall  na be used in any  space,  or in the  public  -hall of the
building,  either by any  Tenant or by  jobbers  or  others in the  Delivery  or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and sideguards.
      2. The water and wash closets and plumbing  fixtures shall not be used ror
any purposes other than those for which they were designed or constructed and no
sweepings,  rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage,  stoppage, or damage resulting from @ violation
of this rule &"II be bome by the Tenant who, or whose clerks, agents,  employees
or visitors, shall have caused it.
      3. No  carpet,  rug or other  article  shall be hung or shaken  out of any
window of the building;  and no Tenant &"II sweep or throw or permit to be swept
or thrown' from the d@sed preiwacs any dist or other  substances into any of the
corridors  or halls,  elevators,  or out of the doors or windows or stairways of
the  building  and Tenant  shall not use,  keep or permit to be used or kept any
foul or noxious gas or  substance in the denised  premises,  or permit or suffer
the  deniised  prerwses  to  be  occupied  or  used  in a  runner  offensive  or
objectionable  to Owner or other  occupants  of the building by reason of noise,
odors,  @or  vibrations,  or  interfere  in any way with other  Tenants or those
having business therein, nor shall any aninials or birds be kept in or about the
building.  Smoking or carrying  lighted cigars or cigarettes in the elevators of
the building is prohibited.
      4. No awnings or other  projections shall be attached to the outside walls
of the building without the prior written consent of Owner.
      5. No sign,  advertisement,  notice or other  feurwg  shall be  exhibited,
inscribed,  painted or  affixed by any Tenant on any pail of the  outside of the
demised  premises or the  building or on the inside of the derwwd  promises if @
sanw is visible  from the  outside of the  promises  without  the prior  written
consent of Owner.  In the event of the violation of the foregoing by any Tenant,
C)wncr  may remove  same  without  any  liability,  and Buy  charge the  expense
incurred by such removal to Tenant or Tenants  violating this rule. Werior signs
on doors and directory  tablet shall be  inscribed,  painted or affixed for :ach
Tenant by Owner at the  expense of such  Tenant,  and aW be of a .olor and style
acceptable to Owner, provided, however. that Tenant's initial @uilding directory
signagc shall be provided by Owner at Owner's expense.
      6. No Tenant shall mark, paint,  drill into, or in any way deface any part
)f the d@sed  premises  or the  building  of which they form a part.  No boring,
cutting or stringing of wires shall be permitted,  except with the prior written
consent of Owner, and as Owner may direct; provided, however, that Tenant &II be
permitted  to drill into  non-amctund  walls and  ceilings  in  connection  with
decorations or wiring within the d@sed promises.  No Tenant dW] lay ,inoicum, or
other similar floor covering, so that the same shall co= in direct 10

I ntact with the floor of the demised pre@nes,  and, if linoleum or other sinw&r
loor covering is desired to be used an interlining  of builder's  deadening felt
imil be first  affixed to the  floor,  by a pasm or other  material,  soluble in
water,  he use of cement or other  similar  adhesive  material  being  expressly
prohibited.

7. No additional  locks or bolts of any kind &WI be placed upon any of the door*
or  windows-by  any Te@ nor  shall  any  changes  be made in  existing  locks or
mechaidam.themof. Each Tenant must, upon the termination of his Tenancy, restore
to Owner all keys of stores,  offices and toilet room$,  either furnished to. or
otherwise procured by, such Tenant, and in the event of the loss of any keys, so
fumished, such Tenant shall pay to Owner the cost thereof.

    8.    Freight,fumitum,businessequipment,mefchandiscandbulkymatter   of   any
description  sthail be delivered  to and removed  from the promises  only on the
freight  elevators  and through the service  entrances and  corridors,  and only
during  hours and in a manner  approved by Owner.  Owner  reserves  the right to
inspect  all freight to be brought  into the  building  and to exclude  from the
building all freight which  violates any of these Rules arW  Regulations  of the
lease or which these Rules and Regulations are a part.
     9.  Canvassing,  soliciting  and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.
     10. Owner reserves the right to exclude from the building between the hours
of 6 P.M. and 6 A.M. and at all hours on Sundays, and legal holidays all persons
who do not pmwm a pass to the building signed by Owner. Owner will fumish passes
to persons for whom any Tenant  requests  same in writing.  Each Tenant shall be
responsible  for all persons for whom he requests  such pass and &hail be liable
to Owner for all acts of such persons.
         11.  Owner  shall have the right to  prohibit  any  advertising  by any
Tenant which in Owner's opinion,  tends to impair the reputation of the building
or its  desirability  as a building  for offices,  and upon written  notice from
Owner, Tenant shall refrain from or discontinue such advertising.
    12.  Tenant  shall not bring or  permit to be  brought  or kept in or on the
d@sed preniises,  any  inflanumable,  combustible or explosive fluid,  material,
chemical  or  substance,  or cause or  permit  any  odors  of  cooking  or other
processes,  or any unusual or other objectionable odors to permeate in or emnate
from the d@sed pmniiwa.
    13.  Ifthebuildingcontainscentralairconditioningandventilation,Tenant agrees
to  keep  all  windows  closed  at all  times  and to  abide  by all  rules  and
regulations  issued  by the  Owner  with  respect  to such  services.  If Tenant
requires air  conditioning  or ventilation  after the usual hours,  Tenant shall
give notice in writing to the building  superintendent prior to 3:00 P.M. in the
case of services  required on week days, and prior to 3:00 P.M. on the day prior
in the case of after hours service required on weekends or on holidays.
    14. Tenant dW] not move any safe,  heavy machinery,  heavy equipment,  bulky
nutter, or fixtures into or out of the building without LAndiord's prior written
consent. If such safe, machinery,  equipment,  bulky matter or mixtures requires
special handling,  all work in connection therewith shall comply with all laws @
regulations  applicable thereto and shall be done during such hours as Owner nay
designate.
    15. Tenant shall report all peddlers,  solicitors  and beggars to the office
of the Building or as Landlord otherwise requests. EAndiorJ shall exercise nable
steps to keep such persons outside of the Building.
    16.  Tenant  shall  take  reasonable  action  to assum  that its  employees,
invitees and guests do not (a) utifim any parking spaces  designated for the use
of others, nor (b) park in any driveways,  fire lanes or other areas not striped
for vehicular parking.


<PAGE>

         IN WITNESS WHEREOF,  Landlord and Tenant have respectively  signed this
Lease on the day and year fiz-st written above.

WITNESSED BY:                               LANDLORD:

                                            JARED ASSOCIATES, L.P.
                                                    By: Chubb Real't
Inc., General Partner

                                                    By:
         Robert T. Lapidus                                  Robe3et
-V-ice President
         Assistant Secretary

         ATTESTED BY:                      AGENT FOR LANDLORD:

                                           BELLEM       AGE     CO    INC.

                                                         By
         Robert T. Lap3:dus                  Robert R. Ma3ctle@V@ce President
         Assistant Secretary


         ATTESTED BY:                        TENANT:

                                          THE PRUDENTIAL INSURANCE COMPANY OF
                                             AMERICA

                                                        By:

                         .z

         Nc-im--: Mclky Sbozd' ial)                Name: Ron D. a r-ba ro
                    (Vleioe Pvlrit;)
         Title: Secretary                          Title: fPrle-scllrenl='-n@)

                      (Please Prlnt)                 (Please Prlnt)



<PAGE>


                                                 TABLE OF CONTENTS
                                                FOR RIDER TO LEASE

ARTICLE                                                          PAGE

  36.     DEFINITIONS; DEMISED PREMISES;
        ADJUSTED MINIMUM RENT                                          1

  37.    COMMENCEMENT OF TERM; COMMENCEMENT DATE;
        AND T    INATION DATE                                          5
  38.  TENANTIS POSSESSION                                             6
  39.      HF-ATING, AIR-CONDITIONING AND VENTILATION;
               LEGAL HOIIDAYS; "AFTER HOURS"                            6
   40.        ELECTRIC CURRENT                                         7
   41.        LIABILITY INSURANCE                                     7
   42.        ALL RISK INSURANCE                                       8
   43.        PARKING FACILITIES                                       8
   44.        ACCESS AND COMMON AREAS                                    9
   45.        Intentionally Deleted Prior to Execution                  9
   46.        BROKER                                                     9
   47.        CLEANING SERVICES                                          9
   48.        ASSIGNMENT AND SUBLETTING                                  10

   49.      TENA-NTIS COOPERATION; REASONABLE
          MODIFICATIONS; ESTOPPEL CERTIFICATE                            14
  50.      LIMITATION OF LIABILITY;
           DEFINITION OF "LANDLORD                                          15
  51.      STATUTORY WAIVER; NOTICE BY TENANT                          16
  52.      CORPORATE AUTHORITW                                        16
  53.      PERSONAL TAXES                                            16
  54.      BUILDING CH"GES                                            16
  55.      HOLDING OVER                                              16
  56.      RESTRICTIVE COVENANT - FOOD SERVICE                       17
  57.      NOTICES                                                   17
  58.      INTERPRETATION                                            18
  59.      NO OFFER OR AGREEMENT                                      19
  60.      DAMAGES                                                     19
  61.      BANKRUPTCY                                                 19
  62.      Intentionally Deleted Prior to Execution                        20
  63.      Intentionally Deleted Prior to Execution                        20
  64.      LANDLORDIS WORK; LANDLORDIS WORK LETTER                         20
  65.      RENEWAL OPTION                                            21
  66.      ECRA COMPLIANCE                                            23
 
<PAGE>


 67.        RELOCATION ALLOWANCE                                    23
  68.        FOOD SERVICE FACILITY                                   24
  69.        ADDITIONAL LEASE INDUCEMENT                                   24
  70.        SATELLITE ANTENNA                                       25
  71.        RESTRICTION ON CERTAIN PROSPECTIVE TENANTS                  25
  72.        SIGNAGE                                                       25
  73.        RIGHT OF FIRST OR SECOND OFFER                              26
             SIGNATURE PAGE                                                28



<PAGE>


                                 RIDER TO LEASE

DATED:          December @ , 1992
LANDLORD:                  Jared Associates, L.P.

TENANT:                    The Prudential Insurance Company of America

PREMISES:    Portion of the 4th floor 477 Martinsville Road
             Basking Ridge, New Jersey

                  36.        DEFINITIONS; DEMISED PREMISES;
                  ADJUSTED MINIMUM RENT-

                  36.1       Definitions.  For purposes of -this Article, the
following terms shall have the meanings set forth below:

     (1) Assessed Valuation shall mean the assessed valuation of the Real Estate
for the year
in which the Building is fully assessed as a completed Building;

     (2) Base Tax Rate  shall  mean the real  estate  -tax  rate in  effect  for
calendar year 1993;

                    (3) Elrst oioera-t@g__Y@ar shall mean -the calendar year
ending December- 31,  1993. 0   shall mean any calendar year
thereafter;

                    (4) First  Tax Year  shall  mean the  calendar  year  ending
December 31, 993.-- ta-@ -@ar shall mean any calendar year thereafter;

     (5) Land shall mean the land described in Exhibit C to this Lease;

                (6)Occupancy Percentage shall be as defined in Section
                36.2;

     (7) Real Estate Tax Base shall mean the amount  determined  by  multiplying
-the Assessed Valuation by the Base Tax Rate;

                  (8)  Taxes  shall  mean all real  estate  taxes,  charges  and
assessments  imposed upon the Land,  Building and other improvements  thereon or
-the  occupancy or leasing  thereof  (collectively,  the "Real Estate") . If any
other tax or charge  shall be imposed  upon all or any part of the Real  Estate,
such other tax or charge  shall be deemed  included in the term  "Taxes" for the
purposes of this Article.  Landlord shall have the exclusive  right, but not the
obligation, to contest or appeal any Tax assessment levied on the Real Estate by
any governmental or quasi-gove@nmental authority;

                  36.2 The Demised  Premises  shall be deemed to contain a floor
area of 31,337 square feet and -the building of which -the Demised Premises form
a part ("Building" or "building")  shall be deemed to contain a total floor area
of 230,519 scrua@e feet,  Tenan't's  Occupancy  Percentage shall be deeme ti3 be
@.6 percent. In the event 'the Building's square footage is modified as a result
of additions or reductions to the Building,  Tenant's occupancy Percentage shall
be equitably adjusted.

                  36.3  Adjusted  Minimum  Rent shall mean -the  Minimum Rent as
increased in accordance  with this Article 'to reflect any increase in Taxes and
Building operating Costs.  Tenant shall pay such increases as additional rent as
hereinafter provided.

                  36.4 Taxes.  (1) If the Taxes for any Tax Year during the term
of this Lease shall be greater than the Real Estate Tax Base,  then Tenant shall
pay to Landlord, as additional rent, an amount equal to the occupancy Percentage
of such excess.


<PAGE>

(2) Upon 'the issuance by 'the respective taxing authorities having jurisdiction
over the Real  Estate  of a bill or bills for the  Taxes  imposed  upon the Real
Estate for -the First:  Tax Year,  Landlord  shall submit a copy of such bill or
bills  'to  Tenant.  Thereafter,  on or about  each  anniversary  of said  date,
Landlord  shall submit to Tenant a copy of the latest -tax bill or bills for the
Taxes for each  subsequent Tax Year  indicating each change in the Taxes and the
effective date of such change  -together with a statement (-the "Tax Statement")
which  shall  indicate  the  amount,  if any,  required  to be paid by Tenant as
additional rent. Within 30 days after the issuance of the Tax Statement,  Tenant
shall pay the additional rent as set forth therein. Any payments due pursuant to
this  Article  for a  period  of  less  than  a full  Tax  Year,  either  at the
commencement  or at the  end of the  term  of  this  Lease,  shall  be  :ratably
apportioned.

                  (3) If at any time the taxing  jurisdiction in which -the Real
Estate is located  should  change its method of valuating  the Real Estate then,
Landlord  and  Tenant  shall  equitably  adjust-  -the  Taxes  payable by Tenant
hereunder in accordance with the revised method of taxation.

                  36.5 Building  operating  Costs. (1) Tenant hereby agrees that
for each  Operating  Year  during  the term of this  Lease  for  which the total
Building  Operating  Costs (as  hereinafter  defined)  shall exceed the Building
operating Costs for the First- Operating Year, Tenant- shall pay to Landlord, as
additional  rent,  an amount equal to the  occupancy  Percentage  of such excess
within 30 days  after  presentation  of  Landlord-s  statement  (the  "Operating
Statement")  therefor.  The operating  Statement  shall indicate (i) the initial
additional  amount  required to be paid by Tenant as additional  rent as in this
Article  provided;  (ii) the Tenantfs new Adjusted  Minimum Rent;  and (iii) the
manner  in which  such  adjustment  is  computed.  Landlord  shall  present  its
Operating  Statement  within  90 days  after  the  commencement-  of  each  such
Operating Year ("Billing  Date").  Tenant shall  thereafter,  for the balance of
that Operating Year and for that portion of the next Operating  Year- until -the
Billing Date during such year, make monthly  payments of 1/12th of such increase
'to reflect the change as of the Billing  Date,  which amounts shall be credited
for the  account of Tenant  against  the annual  payment  due on the  succeeding
Billing Date. Landlord shall be prohibited from amending its Operating Statement
for any  operating  Year after- the  expiration  of six (6) months from Tenant-s
receipt of the relevant operating Statement.

                  (2) The  "Building  operating  Costs"  shall  include each and
every  customary  and  reasonable   expense  incurred  in  connection  with  the
ownership,  administration,   management,  operation,  repair,  replacement  and
maintenance of the Real Estate,  including but not limited 'to, wages,  salaries
and fees paid to persons  either  employed by Landlord or engaged as independent
contractors in the operation of -the Real Estate,  and such othe7c typical items
of expense as  indicated  below.  All such  costs and the  values  allocated  to
services  rendered and supplies  delivered shall be reflected on the comparative
statement which shall be exhibited to the Tenant upon request.

                  (3)  The  expenses  referred  to  in  this  Article  shall  be
determined in accordance with sound accounting principles.  So long as Tenant is
not  in  default   under  any   provisions   of  this  Lease,   Tenant  or-  its
representatives shall have the right, at its own expense, upon reasonable notice
and during reasonable hours, to inspect the books of Landlord for the purpose of
verifying the information  contained in any operating Statement,  provided prior
written request for such inspection shall be made by Tenant and further provided
that such request is made within one hundred eighty (180) days of receipt of the
Operating  Statement to be verified.  Any operating Statement not objected to by
the Tenant: within said one hundred eighty (180) day period shall be deemed to

                                        2

be correct.

                  (4) Some of the typical items of expense which comprise or may
comprise the Building Operating Costs and to be included in the statement are or
may be: (a) general repairs and  maintenance;  (b) utility costs,  including but
not  limited to, cost of  electricity  -to power HVAC units  serving the en-tire
Building,  cost of oil or other fuel required to heat the entire Building,  cost
of electricity to light the common areas; (c) cleaning costs,  including but not
limited -to, window  cleaning,  general  interior office  cleaning,  cleaning of
common areas; (d) service contracts, including but not limited to, contracts for
elevator  service,  HVAC  service,  rubbish  removal,  carting,  janitorial  and
watchman  services  and snow  removal;  (e) costs of  landscaping;  (f) costs of
insurance; (g) fees and/or salaries of superintendents, engineers, mechanics and
custodians  below the grade of property  manager;  (h) towel service for- common
lavatories; and (i) sales and use taxes.

                    (5) The  following  items  shall be- -1@dect  from  Building
Operating Costs:  (a)  depreciation of the Building or equipment;  (b) interest;
income or excess profits taxes;  costs of maintaining  Landlo.rd's  corporate or
partnership existence;  (c) franchise taxes; (d) any expenditures required to be
capitalized for federal income tax purposes,  (unless said  expenditures [1] are
for 'the  purpose  of  reducing  Building  operating  Costs but then only to the
extent of actual  reduction  in Building  operating  Costs,  or [2] are required
under any governmental  law,  ordinance or regulation,  in which event or events
the costs thereof shall be included, which capital expenditures shall, in either
case, be amortized over the life of the improvement) ; (e) items provided for in
Subsection 36.4 hereof; (f) costs incurred in leasing to or procuring  'tenants;
(g) advertising expenses;  (h) tenant:  improvements;  (i) space planning costs;
(j)  architectural  fees or other expenses incurred for renovating space for new
tenants;  (k) ground rent; (1) depreciation  (except the amortization of capital
expenditures allowed he3reinabove);  (m) debt service,  financing,  or principal
and interest  payments on any mortgage;  (n) warranty  recoveries;  (a) casualty
repairs;  (p) legal fees or other  expenses paid by Landlord for  collections or
evictions; (q) salaries for executives except to the extent permitted above; (r)
bad debt loss,  rent loss,  or reserves  for bad debts or rent-  loss;  (s) -the
expense  of any  extraordinary  service  rendered  to  another  occupant  of the
Building;  (t) costs  associated  with the  operation of the business  entity of
Landlord (as distinguished  from -the cost of operating the Building)  including
partnership audit, business entity accounting and business entity legal matters;
(u) costs of defending  lawsuits  with any  mortgagee  (except if the actions of
Tenant or other  tenants  may be an  issue);  (v) costs of  selling,  financing,
syndicating,  or  hypothecating  the interest of Landlord in the  Building;  (w)
costs of defending  disputes with  Landlord's  employees,  or contract  building
management agents;  (x) fines,  penalties,  and interest assessed  theireon,  in
connection  with the failure or omission  of  Landlord  in  connection  with its
responsibilities under the Lease; (y) and costs incurred by Landlord in bringing
the Building into compliance with all existing  applicable  codes, to the extent
the Building or the Premises is not in  compliance as of the date of this Lease;
(z) the payment of personal injury ox- property damage Claims;  (a&) payments to
affiliates  of Landlord to -the extent such  services  exceed that charged by an
unaffiliated  third party of similar  stature;  (bb) costs  associated  with the
removal of hazardous  materials  from the Real Estate;  and (cc) any amounts for
which Landlord is reimbursed by third part-!es.

     (6) Anything to the contrary contained in -this Article 36 notwithstanding,
if the average  occupancy of the Building is less than ninety-five (95%) percent
during  'the  First  Operating  Year,  then  Landlord  shall  make a  reasonable
determination  (1@Landlord's  Detex-mination")  of what the  Building  Operating
Costs for such year would have been if during the entire year the average tenant
occupancy of the Building were ninety-flve (95%) percent. Provided

                                        3
<PAGE>


it is reasonable,  iandlo@d's Determination shall be binding and conclusive upon
Tenant and shall fair all  purposes of this Lease be deemed to be -the  Building
operating Costs for the First  Operating  Year.  Landlord shall notify Tenant of
Landlord-Is  Determination within ninety (90) days following the last day of the
First Operating Year.  Thereafter,  if for any subsequent Lease year the average
tenant  occupancy  of the  Building is below  ninety-five  (95%),  the  Building
operating  Costs for any such year shall be  adjusted  by Landlord to the amount
that such  Building  operating  Costs  would  have been if the  average  -tenant
occupancy during that year had been nine-ty-flve (95%) percent.

                  36.6 If, pursuant to any Tax Statement or Operating  Statement
showing Taxes or Building  Operating  Costs for any year subsequent to the First
Tax Year or First  operating  Year,  respectively,  there shall be an additional
amount payable or a refund due with :respect to Taxes and/or Building  operating
Costs  for the  period  covered  by  such  statements),  such  amount  shall  be
calculated, and any amount. payable by the Tenant to 'the Landlord as additional
rent shall be promptly  paid,  or the amount due to the Tenant shall be credited
against amounts owing Landlord or refunded to Tenant.  However,  it is agreed by
the parties  that any refund  shall not in any way operate to reduce the Minimum
Rent. If such calculation takes place and/or any payment in connection  herewith
becomes payable after -the expiration of the term of this Lease,  this provision
shall be deemed to have survived such expiration.

                  36.7 Any increase in additional rent- under this Article shall
be  prorated f air the f Inal  operating  Year if such  operating  Year covers a
period of less than  'twelve  (12) full  -months.  Tenan-tls  obligation  to pay
additional  rent under this Article for -the final  Operating Year shall survive
the expiration of the term of this Lease.

                  3 6. 8 In the event that the payment of any sum required to be
paid by Tenant to Landlord  under this Lease  (including,  without  limiting the
generality of the  foregoing,  Minimum Rent,  Adjusted  Minimum Rent, or payment
-made by  Landlord  under- any  provision  of this Lease for which  Landlord  is
entitled to  reimbursement  by Tenant)  shall become  overdue for la days beyond
-the date on which they are due and  payable as  provided in 'this Lease for two
(2) consecutive  months, then a delinquency service charge equal to four percent
of the amount  overdue shall become  immediately  due and payable to Landlord as
liquidated damages foz7 Tanantfs failure to make prompt payment.  Further,  such
delinquency  service  charge shall be payable on the first day of the month next
succeeding the month during which such late charges become payable as additional
rent-,  together with interest at two (2)  percentage  points above by the prime
rate of Citibank, N.A. on the amounts overdue from the date on which they became
due and payable.  In the event of nonpayment of any delinquency  service charges
and interest provided f or above,  Landlord shall have, in addition to all other
rights and remedies,  all the rights and remedies provided for herein and by law
in the case of  nonpayment  of x7ent.  No failure by Landlord to insist upon the
strict  performance by Tenant of Tenant's  obligations to pay late charges shall
constitute a waiver by Landlord of its rights to enforce the  provisions of this
Sect:-ion  36.8 in any instance  thereafter  occurring.  The  provisions of this
Section  36.8  shall  not be  construed  in any way to  extend  any time  period
provided for in this Lease.

                  36.9 If Tenant fails to remit  within  twenty (20) days of the
date when due any sum  required  to be paid by Tenant to  Landlord  under  'this
Lease  (including,  without  limiting the generality of the  foregoing,  Minimum
Rent,  Adjusted Minimum Rent, or payment made by Landlord under any provision of
this Lease for which Landlord is entitled to reimbursement by Tenant),  Landlord
may, in addition to all other  rights and remedies  provided  herein and by law,
serve a written  ten (10) day notice of  cancellation  of this Lease upon Tenant
and upon the expiration of said ten (10) day period, this

                                        4

<PAGE>


Tenant shall  acknowledge  receipt of the commencement  Date Notice by signing a
copy of same and re-turning it -to Landlord  within five (5) days of the receipt
thereof.

                  37.3 The date upon which  Tenant's  obligation  to pay Minimum
Rent due hereunder  commences ("Rent  Commencement  Date") shall be deemed to be
the Commencement Date.

                  37.4 If, prior to the  Commencement  Date,  Tenant shall enter
the Demised Premises to make any  installations  of its equipment,  fixtures and
furnishings,  Landlord  shall  have no  liability  for any  personal  injury  or
property damage suffered by Tenant.

                    38.       TENANTIS POSSESSION

                    38.1  Subject to 'the  'terms of  Articles 37 and 64 hereof,
when Tenant takes possession of the Demised Premises,  Tenant shall be deemed to
have accepted -the Demised Premises as  substantially  completed as of -the date
of such  possession.  Tenant  shall  have the right to enter-  into the  Demised
Premises for the purposes of installing  furniture and equipment and  completing
Tenant installations,  such as phone systems and such entry shall not constitute
occupancy of the Demised Prem+/-ses; provided, however, that any such entry into
the Demised  Premises  shall be  coordinated  with 'the Landlord and its general
contractor  and  subcontractors  and shall not.  interfere  with -the  build-out
schedule of -the Work Letter  items.  In addition,  Tenant shall be permitted to
use  'the  Building's  electrical  power  for any  such  pre-Commencemen't  Date
installations, at no cost or expense to Tenant.

                    39.       HEATING, AIR-CONDITIONING AND VENTILATION;
                    LEGAL HOLIDAYS., "AFTER HOURS"

                    39.1  Notwithstanding  the provisions of subsections (b) and
(e) of  Article  29 of this  Lease,  but  subject  to all of --he  other  terms,
covenants and conditions of said Article 29,  Landlord shall provide and furnish
appropriate  heat,  air-conditioning  or ventilation to the Demised Premises (in
accordance with Landlord's  specifications  which are attached hereto as Exhibit
G) between the hours of 8:00 a.m. to 6:00 p.m.,  Monday  through  Friday,  other
than Legal Holidays (which are listed on Exhibit "El'), attached to this Lease.

                  39.2 At all other times not otherwise  provided for in Section
39.1 above,  Landlord  agrees that it shall,  upon prior  written  request  from
Tenant,  provide  after-hours  air-conditioning,  ventilation or heating, as the
case  may be,  for  which  Tenant  shall  pay to  Landlord  as  additional  rent
hereunder, a sum equal to $100.00 per hour for providing heat,  air-conditioning
or ventilation  (irrespective  of whether any other tenants in 'the Building are
furnished  with heat,  air-conditioning  or  ventilation at -the same time) that
being  intended  to cover  ]Landlord's  cost for the power or fuel  required  to
provide the same.  In 'the  event-  that  during the term of this Lease,  or any
renewal  hereof,  the  .Landlox-d's  cost  for  providing  after-hours  heating,
air,-conditioning  or  ventilation  shall  increase  by virtue of utility  irate
increases or unit fuel cost increases,  the above-specified hourly charges shall
be adjusted  from time -to time to reflect  said  increases.  In addition to the
foregoing,  should  there be any charges  incurred by  Landlord  for  additional
attendant  engineers or similar  additional  requirements as may be imposed from
'time  to  time  by  the  State  Labor  Department,  local  author!-ties,  union
requirements,  or  the  like,  Tenant  agrees  to  reimburse  Landlord  for  its
out-of-pocket  expenses  incurred  in  connection  therewith,  related  to  -the
after-hours use by Tenant.





                                                6
<PAGE>

40.               ELECTRIC CURRENT

                  40.1 Landlo@d's  obligation to supply current shall be limited
to  the  current   required  to  power  the   Building   standard   heating  and
air-conditioning systems and -the lighting of common areas.

                  40.2 Tenant  shall  arrange to purchase and pay for all of the
electric  current  requirements  for  light and power  used in  connection  with
Tenan-tls  operations  within the Demised  Premises.  Landlord shall furnish and
install an electric meter for the  measurement  of the  consumption of Tenan-tls
electric current as herein provided-

                  40.3 At the request of Landlord, prior to the occupancy of the
Demised Premises,  Tenant shall execute any and all applications for service, or
forms required by the local utility company  supplying  electric  current to the
Building  for the metering of all  electric  current and power  required for the
operation of the electrical equipment of any nature whatsoever and lights within
or serving 'the Demised Premises.

                  40.4 As an  alternative  -to 'the  obligations of Landlord and
Tenant as set forth in sections 40.1 and 40.2 above,  Landlord may elect, at its
option,  to meter and furnish -the electric current to the entire floor of which
the Premises  forms a part,  in which case Tenant shall pay as  additional  rent
Tenantfs shave of Landlard's  cost therefor.  Tenant"s share of costs under this
section  40.4 shall be based upon a  percentage  which the area of the  Premises
bears 'to the total floor area on which the Premises are located. Tenant, at its
option,  may in the alternative,  install a separate electric meter and, in such
event,  Tenant shall pay its own electric costs directly to the utility  company
sevving the Demised  Premises and the provisions of Sections 40.1 and 40.2 shall
thereupon apply  hereunder.  If Tenant is provided with a separate meter for the
measurement  of its electric  consumption,  Landlord  shall be  prohibited  from
changing this arrangement without Tenan't's consent.

                    41.       LIABILITY INSURANCE

                    41.1 Tenant,  at its sole cast and expense,  shall  procure,
pvovide and  maintain--  in force  during the term of -this Lease the  following
policies to be written by good and solvent insurance  companies  satisfactory to
Landlord having a  policyholders,  rating of no less than A+ XV as determined by
the AM  Best  Company,  ov any  successor  thereto:  (1)  comprehensive  general
liability  insuvance,  which shall  include  coverage  for  personal  liability,
contractual  liability,  Tenan-tls  legal  liability,  bodily injury,  death and
property  damage,  all on an  occurrence  basis with  respect  -to the  business
carried on, in or fvom the Demised  Premises and  Tenant's use and  occupancy of
the Demised Premises, with cover-age for any one occurrence or claim of not less
than $2,000,000 or such other amount as Landlord may reasonably require upon not
less than six (6) months' prior written  notice.  Such  insurance  shall include
Landlord and -the managing  agent of -the  Building as  additional  insureds and
shall  protect  Landlord  in respect;  of claims by Tenant as if  Landlord  were
separately  insured;  and (2)  insurance  against  such other perils and in such
amounts as Landlovd may from time to time reasonably  require upon not less than
thirty (30) days' prior written notice.

                  41.2  Each  of  the  aforesaid   policies   shall  contain  an
under-taking  by the  insurer  -that no material  change  adverse to Landlord or
Tenant will be made and such policy will not lapse or be cancelled, except after
not less than ninety (90) days, prior written notice to Landlord of the intended
change,  lapse  or  cancellation.   On  or  before  the  Commencement  Date  and
thereafter, at least -thirty (30) days prior to the effective date of any

                                        7
<PAGE>


policy,  Tenant:  agrees to deliver  'to  Landlord a  duplicate  original of the
aforesaid policies or a certificate of insurance evidencing such coverage.

                    42.      ALI.  RISK INSURANCE

                  42.1  Tenant,  at its sole cost and  expense,  shall  procure,
provide  and  maintain in force  during  -the term of 'this Lease the  following
policy to be written by a good and solvent  insurance  company  satisfactory  to
Landlord having a  policyholders'  rating of no less than A@ XV as determined by
-the AM Best Company, ox- any successor thereto: ItAll Riskvl -insurance,  which
shall cover Tenant's personal property,  equipment and improvements against loss
or damage by fire and any other  hazards or  casualties  in an amount to provide
for the actual replacement:  cost of Tenant:ls personal property,  equipment and
improvements.  Such insurance shall include  Landlord and the managing agent- of
the Building as  additional  insureds and shall  protect  Landlord in respect of
claims by Tenant as if Landlord were  separately  insured.  The  aforesaid  "All
Risk"'  policy shall  contain an  undertaking  by- -the insurer that no material
change adverse to Landlord or Tenant will be made and such policy will not lapse
or be  cancelled,  except after not.  less than ninety (90) days' prior  written
notice to Landlord of the intended change, lapse, or cancellation.  On or before
the  Commencement  Date and thereafter,  at least thirty (30) days prior -to the
effective date of the "All Risk" policy,  Tenant agrees to deliver to Landlord a
duplicate original of said policy or a certificate of insurance  evidencing such
coverage.

                    43.      PARKING FACILITIF-S

                  43.1 Landlord  hereby  grants to Tenant the revocable  license
(the  "License")  to park up to one  hundred  twenty two (122)  cars  ("Allotted
Parkinglt) , for use solely by Tenant and Tenant's employees,  licensees, guests
and  invit:ees in the parking area or areas  serving the Building  (the "Parking
Axeall) . Landlord shall designate as part of Tenant's Allotted Parking, sixteen
(16) of said spaces to be located in the  parking  gar-age  located  beneath the
Building (the "Designated Spaces9l) in accordance with Exhibit F. The Designated
Spaces shall in no way Increase  Tenan't's Allotted Parking described above. The
use of any more than the Allotted Parking by Tenant,  its employees,  licensees,
guests or invitees, after notice from Landlord, shall be deemed a material event
of default  under -this Lease,  and Landlord may  immediately  suspend or revoke
'the  License  and/or  exercise  such  remedies  as are  provided in this Leaso.
Landlord  shall not be  :responsible  to Tenant for enforcing the License or for
violation of the License by other tenants of -the Building, by third parties, or
guests or visitors to the  Building.  Although the parties  recognize  and agree
that  Landlord  shall have no  enforcement  obligations  with  respect 'to 'this
License or any other- parking  facilities  for 'the Building,  in the event of a
problem regarding Tenant's License,  Landlord shall, upon Tenant's request,  use
reasonable efforts -to assist In a resolution of any such dispute.

                  43.2 In the  event  the  number  of  pax-king  spaces  in 'the
Parking Area is reduced by  circumstances  beyond the control of  Landlord,  the
Allotted Parking shall be reduced  proportionately;  provided,  however, that in
the event. a condemnation  results in a reduction of parking spaces by one third
(1/3) or more and Landlord cannot provide  alternate  spaces within a reasonable
proximity to the Building,  Tenant shall have the right to terminate  this Lease
upon 'ten (10) days notice to Landlord.

                  43.3  Nothing  contained  in 'this  Lease  shall be  deemed to
create  liability upon Landlord for7 any damage to motor vehicles of visitors or
employees, for any loss of property from within those motor vehicles, or for any
injury  to  Tenant,  its  employees,   licensees,  guests  and  invitees  unless
ultimately determined 'to be caused by the sole negligence or willful misconduct
of Landlord,


                                       8
<PAGE>

its agents, servants and employees. Tenant agrees to acquaint its employees with
any  parking  rules  and   regulations   promulgated  by  Landlord  and  assumes
responsibility for compliance by its employees with such parking provisions, and
Tenant  shall be liable to Landlord  for- all unpaid  parking  charges,  if any,
incurred by its employees.  Any amount due from Tenant- pursuant to this Article
43 shall be deemed  additional rent and failure 'to pay same shall  constitute a
default,  under 'the Lease.  if Tenant or its employees,  licensees,  guests and
invitees  park  illegally  or in areas  designated  for,  use by  others,  or in
driveways,  fire lanes or areas not striped for general  parking,  then Landlord
may charge Tenant,  as additional  rent.,  FIFTY and 00/100 DOLLARS ($50.00) per
day for each day or partial day each motor  vehicle is so parked.  In  addition,
Tenant  authorizes  Landlord to (i) tow away from the Parking  Area, at Tenant's
sole  cost and  expense,  any motor  vehicle  belonging  to  Tenant or  Tenant's
employees,  licensees,  guests and invitees parked  illegally or in violation of
this Article 43 or any parking rules and regulations promulgated by Landlord and
(ii.)  attach  tickets to any motor  vehicles  belonging  to Tenant or  Tenant's
employees,  licensees,  guests and invitees parked  illegally or in violation of
this Article 43 or any parking rules and regulations promulgated by Landlord.

                  44.        ACCESS AND COMMON AREAS

                  44.1  Tenant  shall  have the right of  nonexclusive  use,  in
common with others of (a)  automobile  parking areas not  designated  for use by
others and driveways and (b) footways.

                  45.      intentionally Deleted Prior 'to Execution

                  46.      BROKER

                  46.1 Tenant and Landlord each  represents to the other that no
real estate broker is responsible for bringing about, or negotiating, this Lease
and Tenant and Landlord  have not dealt with any broker in  connection  with the
Domised Premises.

                  46.2 In accordance with the foregoing  representation,  Tenant
and Landlord each agrees to defend,  indemnify and hold harmless the other,  its
affiliates  and/or  subsidiaries,  partners  and  officers  from any  expense or
liability (including attorney's fees) arising out of any claim for commission by
any broker  claiming or alleging  .-to have acted on behalf of or -to have dealt
with Tenant or Landlord, as applicable.

                  47.        CLEANING SERVICES

                  47.1 Landlord  shall provide  services for  maintenance of the
grounds,  common areas and parking areas and such other cleaning services within
the  Demised  Premises as are set forth on  "Cleaning  Service  Rideir"  annexed
hereto  and made a part  hereof  as  Exhibit  @tD'I,  as same may be  reasonably
amended from -time -to time by Landlord.  in -the event.  of an amendment to the
Cleaning Service Rider,  Landlord  covenants that any such modification shall be
reasonably  comparable to the services currently contained therein and shall not
adversely affect Tenant's use and enjoyment of -the Demised Premises.

                  47.2 Tenant shall pay to Landlord the cost of removal from the
Demised Premises of any of TenantIs refuse or rubbish other than ordinary office
waste, and Tenant, at Tenantfs expense,  shall cause all portions of the Demised
Premises not used as office areas to be cleaned  daily in a manner  satisfactory
to Landlord.  Tenant also shall cause all portions of the Demised  Premises used
for the storage, preparation,  service or consumption of food or beverages to be
exterminated against infestation by vermin, roaches or rodents regularly and, in
addition,  whenever  there shall be evidence of any  infestation.  Tenant  shall
contract  directly  with  Landlord  or,  at  Landlo@dfs  option,  directly  with
Landlord's

                                       9

<PAGE>


contractors,  for the removal of such other  refuse and rubbish and for cleaning
services in  addition  to those  furnished  by  Landlord  and for  extermination
services required hereunder.

                    48.      ASSIGNMENT A-ND SUBLETTING

                  48.1  For  purposes  of  this  Article  and  Article  11,  any
occupancy  arrangement  (including  without  limitation  management  agreements,
concessions  and licenses)  affecting  all or any part of the Demised  Premises,
other than a direct  lease with  Landlord,  not  deemed an  assignment  shall be
referr-ed  to as a  sublease  and any  occupant  of all or  part of the  Demised
Premises,  other than a tenant under a direct lease with Landlord, not deemed an
assignee shall be referred to as a sublessee.  Supplementing  'the provisions of
Article 11, and except as provided in Section 48.8 if the Tenant shall desire to
assign  this  Lease,  sublet  or  underlet  all or any  portion  of the  Demised
Premises,  it shall  first  submit in writing to the  Landlord a notice  setting
forth in reasonable detalli

     (a) 'the identity and address of the proposed assignee or sublessee;

     (b) in 'the case of a subletting, the terms and conditions thereof;

     (c) the nature and  character of the business of the proposed  assignee and
sublessee and its proposed use for the Demised Premises;

(d) banking,  financial and other credit  information  relating -to the proposed
assignee or sublessee reasonably

     sufficient  to enable  Landlord to  determine  the proposed  assigneels  or
sublessee's financial :responsibility; and

                    (e) in the case of a  subletting  of only a  portion  of the
           Demised  Premises,  plans and  specifications  for  Tenant's  layout,
           partitioning,  and  electrical  installations  for the portion of the
           Demised Premises to be sublet.

                  48.2  If the  nature  and  character  of the  business  of the
proposed  assignee or  sublessee,  and the  proposed  use and  occupancy  of the
De-mised  Premises,  or  any  portion  thereof,  by  the  proposed  assignee  or
sublessee,  is in keeping and compatible  with the dignity and character- of the
Building, then, subject to compliance
                  e u!27em@n@s_ @@Ar-t,               Artipl@_4;3_,_, a ytha.@g
to the contrary in Article 11 notwithstanding, Landlord agrees not ?I ri

assignment o@@                                 all, by
notice in  writing  as  described  in  Section  48. 1,  advise  Landlord  of its
intention  -to assign this Lease or -to sublease all or any part of 'the Demised
Premises,  @@m,_@@-and-  @@e a _stated  --date  -(which  gha@@- @@e- -thaq 3 d4@
after the d --Tenant:  I-s-.-notice)  in which event Landlord shall right, to be
exercise  bygiving written notice,  to recapture the space described in Tenant's
notice.  Such recapture notice shall, if given, cancel and 'terminate this Lease
with  respect to the space  -therein  described as of a date which shall be -the
later of 30 days  following  the date set forth in Tenant's  notice,  or 30 days
after Tenant shall have surrendered  possession of the Demised Premises.  In the
event- less than all of the Demised  Premises  are  recaptured,  Landlord  shall
construct  and erect such  partitioning  and modify  building  systems as may be
required 'to separate the space  retained by Tenant from 'the space  recaptured.
The cost- of such  alterations  shall be borne fully and  exclusively by Tenant,
shall  constitute  additional  rent  hereunder  and shall be payable to Landlord
within 20 days  following  a statement  from  Landlord  for the amount  thereof;
provided, however, that if such costs exceed $5,000 Tenant shall have -the right
to  approve  said  costs  or  to  have  such  construction  costs  subject  to a
competitive bid.


                                       10
<PAGE>


48.3 If this Lease be cancelled  pursuant to the foregoing  with respect to less
than the entire Demised  Premises,  the Minimum Rent and/or the Adjusted Minimum
Rent and Tenan-tls  occupancy  Percentage  shall be adjusted on the basis of the
number of square feet  retained by Tenant in  proportion to the number of square
feet originally  demised under this Lease, and this Lease, as so amended,  shall
continue thereafter in full force and effect.

                  48.4  In  addition  to  the  foregoing  requirements:  (a)  no
sublease  shall  violate  any law or  result  in an  occupancy  of the  Delmised
Premises  by more 'than two  tenants,  including  the Tenant  hereunder,  (b) no
sublease shall be f or a term of less than two years,  unless the unexpired term
of 'this Lease shall be less than two years at the commencement of the sublease,
(c) no assignee or  sublessee  shall be an existing  tenant of or any party than
negotiating f or space in the Building, or any other building in the office park
of which the  Building is a part (1) owned by  Landlord,  Bellemead  Development
Corporation ("Bellemead") or any partnership in which Bellemead or an af filiate
of  Bellemead  is a partner or (11)  managed by  Bellemead  or an af f iliate of
Bellemead  ("Af f  Illated  Building"),  (d) no  sublease  shall  result  in the
occupancy  of less than 1000  square feet of space,  (e) Tenant  shall not be in
default  under  any of the  terms  and  conditions  of  this  Lease  beyond  any
applicable grace period at the time of any notice or request- for consent. under
the  'terms of this  Article  or at the  effective  date of such  assignment  or
subletting.   Furthermore,   anything   to  'the   contrary   in  Section   48.2
notwithstanding,  Landlord  shall not:  consent to any  sublease  or  assignment
unless Tenant agrees at the time of the proposed  sublease or assignment  and in
'the  Tenant's  notice  required in Section 48.2 to pay over 'to Landlord  fifty
(50%)  percent  of all  consideration  (of  whatever  nature  received  from the
assignee or sublessee) net of reasonable cos@ (including  brokerage expenses and
fit-up  expenses)  of  subletting  or  assignment  that  would be payable by the
prospective  sublessee  or assignee  -to Tenant over the term of the sublease or
assignment  pursuant to such sublease or  assignment  which exceeds the lororata
share of the Adjusted  Minimum Rent  allocable to the Demised  Premises,  or any
part  thereof,  as the case may be,  payable by Tenant  hereunder and (f) Tenant
shall  pay  when due all  brokerage  or  similar  commissions  arising  from any
assignment or sublease.

                  48.5 Any  sublease  must provide (a) that it shall be subject-
and  subordinate  to all of the terms and  conditions of -this Lease,  (b) -that
notwithstanding Article 2 hereof, -the use of the Dernised Premises thex:a!under
@h&2 tricted  exclusava-Ly-@  execut3-ve and administrative  office use, ( ereof
shall n cL beyond a date  whi-c@-----i-s one day prior to the expiration date of
the  Term  hereof,  (d) no  sublessee  or its  heirs,  distributees,  executors,
administrators, legal representatives,  successors or assigns, without the prior
consent of Landlord in each  instance,  which consent  Landlord may withhold for
any reason or no reason, shall (1) assign,  whether by merger,  consolidation or
otherwise,  mortgage or encumber  its interest in any  sublease,  in whole or in
part, or (ii) sublet,  or- permit 'the  subletting  of, that part of the Demised
Premises affected by such subletting or any part -thereof,  or (it!) permit such
part of the Demised Premises affected by such subletting or any part 'thereof to
be occupied or used for desk space,  mailing  privileges  or  otherwise,  by any
person other than such sublessee. The sale, pledge, transfer or other alienation
of (y) fifty percent (50%) or more of the issued and  outstanding  capital stock
of any  corporate  sublessee  (unless  such  stock  is  publicly  traded  on any
recognized security exchange or over-the-counter market) or (z) any t-zansfer of
interest in fifty  percent  (50%) or more of any  partnership  or joint  venture
sublessoe,  however  accomplished,  and whether in a single  transaction or in a
series of related or unrelated  transactions,  shall be deemed, for the purposes
of this Section,  an assignment of such sublease  which shall require the prior,
consent of Landlord in each instance,  and (e) in the event of  cancellation  or
termination of the Lease for any reason whatsoever or of the surrender of this

                                       11
<PAGE>


Lease  whether  voluntary,  involuntary  or by  operation  of law,  prior to the
expiration date of such sublease,  including  ex-tensions  and renewals  granted
thereunder,  that, at Landlord's option, the subtenan't shall vacate the Demised
Premises  or shall  make full and  complete  at-tornment  to  Landlord  for 'the
balance of 'the terra of the sublease,  which  att:ornment shall be evidenced by
an agreement in form and substance satisfactory to Landlord which 'the subtenant
shall  execute  and  deliver  at any time  within  five days  after  request  by
Landlord,  its successors and assigns. The subtenant shall waive -the provisions
of any law now or hereafter in effect which may give the  subtenant any right of
election to terminate  the sublease or -to  surrender  possession of the Demised
Premises in the event any  proceeding  is brought by Landlord to terminate  this
Lease.  No  assignee  c)v  sublessee  shall  receive  any credit  from  Landlord
whatsoever for security deposits, rent or any other monies paid to Tenant unless
same shall have been actually received by Landlord.

                  48.6  Each  of  the  following   events  shall  be  deemed  to
constitute  an  assignment  of this Lease and shall  require the prior  writ-ten
consent of Landlord in each instance:

         (a)                 Any assignment or transfer of this Lease by
         operation           of law;

         (b)                 Any hypothecation, pledge or collateral assignment
         of this lease;

     (c) Any  involuntary  assignment  or transfer7 of this Lease in  connection
with bankruptcy, insolvency, receivership or otherwise;

                  (d) Any assignment,  transfer,  disposition, sale or acquiring
         of a  controlling  interest  in Tenant to or by any  person,  entity or
         group of related  persons or affiliated  entities,  whether in a single
         -transaction  or in a  series  of  related  or  unrelated  transactions
         excluding, however, any such disposition on a publicly recognized stock
         exchange; and

                  (s)  Any  issuance  of an  interest  or  interests  in  Tenant
         (whe'ther  stock,  partnership  interests or  otherwise) to any person,
         entity or group of related persons or affiliated entities, whether in a
         single   -transaction   or  in  a  series  of  related   or   unrelated
         transactions, such that following such issuance, such person, entity or
         group shall hold a controlling  interest in Tenant excluding,  however,
         any such disposition on a publicly recognized stock exchange.

For purposes of the immediately preceding sentence, a "controlling  interest" of
Tenant  shall  mean fifty  (50%)  percent  or more of the  aggregate  issued and
outstanding  equitable  interests  (whether  stock,   partnership  interests  or
otherwise) thereof.

                  48.7 Tenant, its sublessees,  and their respective  successors
and assigns  acknowledge and agree that 'the restriction that Landlard's consent
under  certain  circumstances  to a  proposed  assignment  of this Lease or to a
subletting  shall not be  unreasonably  withheld  and shall not be  intended  or
construed as an  agreement or covenant on the part of Landlord,  but rather as a
qualification  on Tenan't's  covenant  not to assign 'this Lease or sublet,  and
they further  agree that  Landlord  shall not be liable in damages or subject to
liability of any other kind or nature  whatever by reason of Landlo@d's  failure
or refusal  to grant its  consent to any  proposed  assignment  of this Lease or
subletting of the Demised Premises.  Notwithstanding the foregoing, in the event
of a withholding of Landlord's consent pursuant to this Article 48, Tenant shall
retain its rights of specific  performance or declaratory  judgment  against the
Landlord.



                                       12
<PAGE>

48.8 It is a condition to the  effectiveness  of any  permitted  assignment,  or
sublease  otherwise  complying  with  Article  11 and this  Article 48 that -the
assignee  execute,  acknowledge and deliver to Landlord an agreement in form and
substance  reasonably  satisfactory to Landlord whereby the assignee assumes all
obligations  of Tenant  under this  Lease,  and agrees  that the  provisions  of
Article 11 and this Article 48 shall  continue -to be binding upon it in respect
of all future  assignments  of this  Lease.  No  assignment  of this Lease shall
release the assignor from its  continuing  obligations  to Landlord  under -this
Lease or any  renewals  or,  extensions  thereof,  except  as  expressly  herein
provided,  and Tenant  and any  subsequent  assignor  shall  continue  to remain
jointly  and  severally   liable  (as  primary  obligor)  for  all  of  Tenant's
obligations hereunder.

                  48.9 Tenant  covenants  to obtain all  permits  and  approvals
required  by any  governmental  or  quasi-governmental  agency  for any  work or
otherwise  required  in  connection  with any  assignment  of this ]Lease or any
sublease,  and Tenant shall deliver  copies of the same to Landlord prior to the
commencement  of work if work is to be done.  Tenant is furthermore  responsible
for and is required  to  reimburse  Landlord  for all costs  including,  but not
limited to, reasonable architectural,  engineering and legal fees which Landlord
incurs in reviewing  any proposed  assignment  of this Lease or any sublease and
any permits,  approvals and applications for the construction within the Demised
Premises.  Tenant's  failure to obtain any of the  above-mentioned  permits  and
approvals  or to  submit  same  and a  duplicate  original  counterpart  of  the
assignment  or sublease to Landlord  within five days of the date of issuance or
execution of such item(s) shall constitute a default under this Lease.

                  48. 10 If  Landlord  reasonably  withholds  its consent to any
proposed  assignment or sublease,  or if Landlord exercises its recapture option
under Section 48.2,  Tenant shall indemnify,  defend and hold harmless  Landlord
against  and from all  loss,  liability,  damage,  cost and  expense  (Including
reasonable attorneys fees and disbursements)  resulting from any claims that may
be made against Landlord by the proposed assignee or sublessee or by any brokers
or other  persons  claiming a commission or similar  compensation  in connection
with the proposed assignment or sublease.

                  48. 11 If Landlord  consents  to any  proposed  assignment  or
sublease  and Tenant fails to  consummate  the  assignment  or sublease to which
Landlord consented within 60 days after the giving of such consent, Tenant shall
be required  again to comply with all of the  provisions  and conditions of this
Article 48 before assigning this Lease or subletting all or part of -the Demised
Premises.

                  48.12 The joint and several  liability of the named Tenant and
any  immediate  or remote  successor in interest of the named Tenant for the due
performance  and  observance of all covenants and conditions to be performed and
observed by Tenant shall not be impaired by any agreement of Landlord  extending
the time for such performance or observance or by Landlord's  waiving or failing
to enforce any provisions of 'this Lease.

                  48.13 The listing of any name other than that of Tenant on any
door of the  Demised  Premises  or on any  directory  or in any  elevator in the
Building  or  otherwise,  shall not  operate to vest in the per-son so named any
right or  interest in this Lease or in the  Demised  Premises  or the  Building,
o@-be  deemed to  constitute,  or serve as a  substitute  for any prior  consent
required under this Article.


                  48.14 Any  provisions  of  Article  11 and  Article  48 to the
contrary  notwithstanding,  but  subject  to the  other  terms,  conditions  and
Provisions contained in said Articles:


                                       13
<PAGE>


          (a) Any corporate Tenant shall have the right,  without the consent of
     Landlord,  to assign  this Lease or sublet all or any part.  of the Demised
     Premises to any  corporation  controlling,  controlled  by or under  common
     control with Tenant,  provided that no such assignee  shall further  assign
     this Lease and no such  --------  sublessee  shall  assign or encumber  its
     sublease or further sublet all or any part of the Demised  Premises  except
     in accordance  with -this Article 48, and vided,  further,,  that any event
     resulting in ----- such assignee or sublessee  ceasing -to be a corporation
     controlling,  controlled by or under-  common  control with Tenant shall be
     deemed -to be an assignment  or- sublease  requiring  -the prior consent of
     Landlord  and Tenant  shall  thereupon  be  required  -to  comply  with all
     provisions  of Article  11 and -this  Article 48  applicable  thereto.  For
     purposes of the immediately  foregoing,  "control*',  means ownership of at
     least eighty  percent (80%) of the issued and  outstanding  voting stock of
     such corporation.

                  (b) Any  corporate  Tenant shall also have the right,  without
         the  consent  of  Landlord,  to assign  this  Lease to any  corporation
         succeeding  to Tenant by merger or  consolidation  in  accordance  with
         applicable   statutory   provisions  for  merger  or  consolidation  of
         corporations  or by  purchase of all or  substantially  all of Tenant's
         assets,  provided that immediately after such merger,  consolidation or
         purchase,  the shareholders' equity (capital stock,  additional paid-in
         capital and retained  earnings)  of the  successor  corporation  or the
         purchasing corporation,  as the case may be, shall be at least equal to
         the  shareholder0s  equity of Tenant  immediately prior to such merger,
         consolidation  or purchase  and this shall be so certified by the chief
         financial officer of the assignee.

         It is  Landlord's  intent  to  permit  assignment-  of  the  Lease  and
subletting  pursuant to this Section 48.14  exclusively as an  accommodation  to
-the bona f ide and legitimate business needs of Tenant, and notwithstanding the
provisions hereof, no assignment of this Lease or sublease of all or any part of
-the Demised Premises without  Landlord's  consent- hereunder shall be permitted
where the sole or primary  purpose of such assignment or subletting is to permit
occupancy  of all or any  part  of the  Demised  Premises  by a third  party  in
avoidance of Landlord's  consent,  or in the case of a corporation's  purchasing
all or substantially  all of Tenant's assets where this Lease constitutes all or
a substantial portion of such assets.

         Tenant  shall  promptly  give  Landlord  prior  written  notice  of any
assignment  of this  Lease or  subletting  permitted  under this  Section  48.14
accompanied by all  documentation  required by Landlord to establish  compliance
with the  requirements  of  subsections  (a) and (b) above and Tenant shall also
promptly  provide  Landlord  with a copy of any executed  instrument  of merger,
consolidation or assignment or the executed sublease, as the case may be.

                    49.      TENANTIS COOPERATION; REASONABLE
                             MODIFICATIONS:              ESTOPPEL CERTIFICATE

                  49.1  If,  in  connection  with  obtaining  financing  for the
Building and/ov the Real Estate, or otherwise upon the interest of the Landlord,
as lessee,  under any ground or underlying lease, any lending  institution shall
request  reasonable  modif  !cations  of  this  Lease  as a  condition  of  such
financing,  Tenant covenants not unreasonably to withhold or delay its agreement
to such modification,  upon Landlord's request-, provided that such modification
does not materially or adversely affect 'the rights or uses of Tenant under this
Lease.

          49.2 Tenant  agrees at any 'time and from time to time,  upon not less
     than ten days' prior written request, 'that Tenant

                                       14
<PAGE>


shall execute, acknowledge and deliver to Landlord, or its designee, a statement
in writing  certifying:  that this Lease is unmodified  and is in full force and
effect (or if there have been modifications, 'the specifics thereof and that the
Lease is in full force and effect as modified); the dates to wh+/-ch the Minimum
Rent (or Adjusted  Minimum Rent) and additional  rent have been paid; the amount
of all rents paid in advance,  if any; and any other  information  that Landlord
shall reasonably request.  Tenant further agrees to furnish Landlord upon demand
at any time such  information and assurances as Landlord may request that Tenant
has not breached the provisions of this Lease.  it is intended  hereby that. any
such  statement  delivered  pursuant  -to 'this  Article may be relied upon by a
prospective  purchaser of 'the Landlord's  interest or a mortgagee of Landlo@d's
interest, or any assignee of any mortgage upon Landlord's interests In -the Real
Estate. The foregoing obligation shall be deemed a substantial obligation of the
tenancy, 'the breach of which shall give Landlord those remedies herein provided
for an event of default. Tenant's failure to timely deliver such statement shall
be conclusive upon Tenant:  (a) that this Lease Is in full f oirce and ef f ect,
without madif Ication except as may be represented by Landlord; (b) -that to the
best  of  Tenant's  knowledge  there  are  no  uncured  defaults  in  Landlord's
performance  and  Tenant  has no  right of  offset,  counterclaim,  defenses  or
deduction  against the Minimum Rent,  Adjusted Minimum Rent,  additional rent or
against Landlord;  and (c) that no more than one month's  installment of Minimum
Rent- has been paid in advance.

                  49.3 Tenant agrees at any time and from time to time, upon not
less than ten (10) days' prior written request,  -that Tenant shall  demonstrate
to Landlord  Tenant's  financial  status and that of any occupant of the Demised
Premises by submitting to Landlord all  reasonable  information  as Landlord may
request,  including  but not limited to  Tenan't's  latest  annual  report.  The
foregoing  obligation  shall be deemed a substantial  obligation of the tenancy,
the breach of which shall give Landlord  those remedies  herein  provided for an
event of default.

                    50.       LIMITATION OF LIABILITY;
                    DEFINITION OF "LANDLORD"

                    50.1      Notwithstanding anything to the contrary herein
provided, each and every term, covenant,  condition and provision of this Lease,
is hereby made  specifically  subject to the  provisions of this Article 50. The
term  "Owne3c"  or  "Landlord"  as used in this  Lease  means only the owners or
lessors  fo-r the -time being of -the Real  Estate,  so that in the event of any
conveyance  of such  interest  and the transfer to the  transferee  of any funds
-then being held under -this Lease by such owner,  Landlord  shall be and hereby
is entirely freed and relieved of any and all obligations of Landlord  hereunder
thereafter  accruing,  and i t shall be deemed without further agreement between
the  parties  and such  g-rantee(s)  that the  grantee has assumed and agreed to
observe and perform all obligations of Landlord  hereunder.  It is specif ically
understood  and agreed that  notwithstanding  anything 'to the  contrary  herein
provided or otherwise provided at law or in equity, there shall be absolutely no
personal  liability in excess of its interest in the Real Estate  (including the
rents,  issues and prof its  -thereof)  to the  Landlord  oic any  successor  in
interest thereto (whether the same be an individual,  joint venture,  tenancy in
common, firm or partnership,  general, limited or otherwise) or, on -the part of
that members of any f ix-m, partnership or joint venture or other unincorporated
Landlord with respect to any of the terms,  covenants and/or  conditions of this
Lease;  in the event of a breach or default by  Landlord,  or any  successor  in
interest thereof,  of any of its obligations under this Lease, Tenant shall look
solely to the then  Landlord  for the  satisfaction  of each and every remedy of
Tenant, such exculpation of personal and additional liability which is in excess
of such  interest in 'the Real Estate to be absolute  and without any  exception
whatsoever.


                                       15
<PAGE>


51.               STATLTTORY WAIVER: NOTICE BY TENANT

                  51.1 Tenant waives the benefit of N.J.S.A.  46:8-6 and 46:8-7,
as same  may be  amended.  Tenant  agrees  that it will not be  relieved  of the
obligations  to pay the Mini-mum Rent,  Adjusted  Minimum Rent or any additional
rent in case of damage to or destruction of the Building,  except as provided in
Article 9 of the Printed Portion of this Lease.

                  51.2 Tenant:  shall give Landlord  immediate notice in case of
fire or  accident  within the  Demised  Premises,  or,  upon 'the Real Estate if
involving  Tenant,  its  servants,   agents,  guests,  employees,   invitees  or
licensees.

                  52.        CORPORATE AUTHORITY

                  52.1       Tenant represents that the officer executing and
delivering this Lease has been duly authorized to enter into this Lease and that
-the execution and delivery of this Lease by Tenant do not and shall not violate
any  provision  of  any  by-law,  agreemen-t,   order,  judgment,   governmental
regulation or any other obligation to which Tenant is a party or is subject.

                  52.2  Upon   execution   hereof,   Tenant  shall   deliver  an
appropriate  certification by its secretary or assistant  secretary to the above
effect.

                  52.3 Landlord  represents that 'the  representative  executing
and delivering  this Lease has been duly authorized to enter into this Lease and
that the  execution  and  delivery  of this Lease by Tenant do not and shall not
violate  any  provision  of  any   partnership   agreement,   order,   judgment,
governmental regulation or any other obligation -to which Landlord is a party or
is subject.

                  53.        PERSONAL TAXES

                  53.1       Tenant agrees to pay all taxes imposed upon Tenant
or on the personal  property of Tenant in connection  with its use and occupancy
of -the  Demised  Premises  including,  but not limited to,  personal  property,
income,  withholding  and  unemployment  compensation,  and  'to  hold  Landlord
harmless from collection thereof out of monies due and owing Landlord.

                  54.        BUILDING CHANGES

                  54.1       The Lease shall not be affected or impaired by any
change to any lawns, sidewalk,  driveways,  parking areas or streets adjacent to
or around the  Building,  except as  provided  in the  provisions  of this Lease
dealing with condemnation and in Article 20 hereof.

                  55.      HOILDING OVER

                  55.1 Tenant shall pay  Landlord one and one-half  (14,-) times
the fair market rental value of the Demised Premises,  as reasonably  determined
by  Landlord  (but- in no event less than one and one half (1h) -times the total
of Adjusted  Minimum Rent plus additional rent -then applicable under the Lease)
for each month or partial  month during which Tenant  retains  possession of the
Demised Premises,  or any part thereof,  after -the expiration or termination of
-the  Lease.  Tenant  understands  -that on 'the  last day of the  'term of this
Lease, all or a part of the Demised Premises may be subject to certain rights of
occupancy  held by other  parties and that any retention of possession by Tenant
after the last day of the term of this Lease may cause  significant  hardship on
Landlord and on par-ties to whom certain rights of occupancy for all or any part
of the Demised  Premises have been granted.  In connection  with the  foregoing,
Tenant  shall  defend,   indemnify  and  hold  Landlord   harmless  against  all
liabilities and damages sustained by reason of any such retention of possession.
Nothing contained in -this Lease

                                       16
<PAGE>

shall be construed as a consent by Landlord -to the  occupancy or  possession by
Tenant of the Demised  Premises beyond the Termination  Date or prior expiration
of the term hereof, and Landlord,  upon the Termination Date or prior expiration
of the term hereof, shall also be entitled -to consequential  damages and to the
benefit of all legal  remedies  -that.  now may be in force or may be  hereafter
enacted for summary possession of the Demised Premises.

                    56.       RESTRICTIVE COVENANT - FOOD SERVICE

                    56.1     Tenant hereby covenants and agrees (anything to the
contrary  contained in this Lease,  notwithstanding)  that it shall not use 'the
Demised Premises or any portion thereof, for the service of food to anyone other
-than Tenan't's employees, nor shall it. maintain any facilities for the sale or
consumption of food to and by anyone other than Tenant's employees,  without, in
each case, obtaining -the prior written consent of the Landlord.  The consent of
the Landlord required hereunder may be withheld for any reason or no reason.

                  56.2 Landlord  represents to Tenant, and Tenant  acknowledges,
that pursuant to agreements  made or -to be made by and between the Landlord and
third  parties for the  operation of a restaurant,  cafeteria,  coffee-cart  and
similar food  services for this  Building  and/or other  buildings in the office
park in which this Building is located,  no tenant of this  Building,  including
Tenant,  shall prepare,  contract for,, serve or otherwise make available a food
service facility in competition with such third parties other -than as permitted
under Section 56.1 above and Article 68 hereof.  Any breach of this  restriction
by -the Tenant  shall be deemed a material  event of default  under the terms of
this Lease,  and Landlord may, in its  discretion,  exercise such remedies as it
may deem  appropriate  to  terminate  'this  Lease,  prevent a violation of this
covenant,  and  recover  any  damages  to which it may be exposed by virtue of a
breach by 'the Tenant.

          56.3 Tenant shall not permit the  consumption of food or drink in -the
     common areas of 'the Building.

                    57.      NOTICES

                  57.1  All  notices,  demands  and  requests  which  may or are
required  to be given,  by either  party  hereunder  -to the other,  shall be in
writing. All notices,  demands and reques@ by Landlord to Tenant shall be deemed
to have been properly given if sent by Landlord or its managing agent and mailed
by registered or cer,tif ied mail,  return receipt  requested,  postage prepaid,
addressed to Tenant- at the Demised Premises with a copy -to:

                                                Vice President and
                                            Ass+/-stant- General Counsel
                                               Individual Insurance
                                                  Law Department
                                               213 Washington Street
                                                     2nd Floor
                                             Newark, New Jersey 07102

or to such other  address as Tenant may from time to time  designate  by written
notice 'to Landlord.

         All  notices,  demands  and  requests by Tenant 'to  Landlord  shall be
deemed  duly given or served  if,  and shall not be deemed  duly given or served
unless, sent by registered or certified mail, return receipt requested,  postage
prepaid, addressed to Landlord at:







                                       17
<PAGE>


              LANDLORD:          Jared Associates, L.P.
                                 c/o Bellemead Management Co., Inc.
                                 280 Corporate Center 4 Becke@ Farm Road
                                 Roseland, New Jersey 0706B

                                 Attention: Legal Department


or to such other address as Landlord may from time -to time designate by written
notice to Tenant.

         All notices  referred 'to hereunder  shall be deemed given and received
when  delivered  or when  delivery  is  refused  when  mailed by  United  States
registered  or certified  mail as  aforesaid,  in any post office or branch post
office regularly  maintained by the United State Government,  unless said notice
was personally  served upon an officer of Landlord or Tenant, in which case such
notice shall be deemed given when delivered.

                    58.      INTERPRETATION

                  58.1  If  any  term  or   provisions  of  this  Lease  or  the
application  thereof to any party or circumstance shall to any extent be invalid
or unenforceable, the remainder of this Lease or the application of such term or
provision to parties or circumstances other -than to those with respect to which
it is held invalid or enforceable,  shall not be affected thereby, and each term
and  provision of this Lease shall be valid and enforced -to the fullest  e@ent-
permitted by law.

                  58.2 In any and all cases where Landlord's consent or approval
is required  under this Lease,  Tenant shall upon  Landlord' s demand  reimburse
Landlord,  as  additional  i-ent,  for all  reasonable  out of pocket  costs and
expenses,  including but not limited to  architectural,  engineering and legal f
ees,  which  Landlord  incurs in  determining  whether  to grant its  consent or
approval.  In all  instances  under  this  Lease  where  Landloird's  consent is
required,   (except  in  the  case  of  assignment,   subletting  or  structural
modifications  to the Demised  Premises or Building),  such consent shall not be
unreasonably withheld or delayed.

                  58.3 Tenant shall pay all  reasonable  legal fees and expenses
incurred by Landlord (i) in  interpreting,  enforcing or modifying the -terms of
the Lease,  (ii) in  commencing  and  prosecuting a suit for the recovery of the
Demised Premises,  damages or- any amounts owed to Landlord, (ill) in commencing
and  prosecuting  a  declaratory   action,   (iv)  in  defending  an  action  or
counterclaim  brought  by Tenant and (v) in  preparing  for or  appearing  in an
arbitration,  mediation or other  nonjudicial  proceeding.  Notwithstanding  the
foregoing,  Landlord shall only be entitled to  reimbursement  under clauses (i)
through (v) above in the event  Landlord  ultimately  prevails in the underlying
dispute.

                  58.4  This  Lease  shall  be  governed  by  and  construed  in
accordance  with the laws of and  enforced  only in the  courts  of New  Jersey.
Tenant hereby  irrevocably  submits itself 'to the jurisdiction of the courts of
the State of New Jersey and to 'the  jurisdiction  of the United States  Distri@
Court f or -the District of New Jersey for -the purposes of any suit,  action or
other  proceeding  brought by Landlord  arising out of or based upon this Lease.
Tenant hereby waives and agrees not to assert,  by way of motion,  as a defense,
or otherwise,  in any such suit, action or proceeding,  any claim that it is not
subject  personally to the  jurisdiction of -the  above-named  courts,  that its
property  is exempt or immune  from  attachment  or  execution,  that -the suit,
action or proceeding is brought in an inconvenient- forum, that the venue of the
suit, action or proceeding is improper or that this Lease may not be enforced in
or by such court.

          58.5 This Lease shall be cons-trued  without regard to any presumption
     or other rule requiring construction against. the party

                                       18

<PAGE>


causing this -Lease to be drafted. Text deleted from a prior draft of this Lease
shall not be admissible  in an action or  proceeding  relating to -the Lease for
the purpose of altering or limiting 'the meaning or effect of the Lease.

                  58.6  Tenant-  acknowledges  and  agrees  -that it has had the
assistance of counsel in the review,  negotiation and execution of this Lease or
has waived its right 'to counsel.

                    59.       No OFFER OR AGREEMENT

                    59.1      No broker or agent of any broker has authority to
make  or  agree  to  make a lease  or any  other  agreement  or  undertaking  in
connection herewith,  including, but not limited to the modification,  amendment
of or cancellation of a lease.  The mailing or, delivery of this document or any
draft hereof by the Landlord or its agent to Tenant, its agent or attorney shall
not be deemed an offer by the  Landlord  to lease the  Demised  Premises  on the
terms  herein.  This Lease  shall not be  effective,  nor shall  Tenant have any
rights with respect  thereto  unless and until Landlord shall accept -this Lease
and execute and deliver the same to Tenant.

                    60.    DAMAGES

                  60.1  Notwithstanding  anything -to the contrary  contained in
Article 18 hereof,  if Landlord  shall  re-enter the Demised  Premises under the
provisions of Article 18, or in -the event of the termination of -this Lease, or
of re-entry, by or under any summary dispossess or other proceeding or action of
any  provision  of law by reason of  default  hereunder  on the part of  Tenant,
Tenant shall be liable to Landlord  for any and all damages as are  permitted by
law.

                  60-2 Suit ox- suits for the recovery of such  damages,  or any
installments  thereof,  may be  brought  by  Landlord  from  time to time at its
election,  and nothing  contained  herein shall be deemed to require Landlord to
postpone  suit -until the date when the term of this Lease would have expired if
it had not  been so  terminated  or had  Landlord  not  re-entered  the  Demised
Premises.  Nothing  herein  contained  shall be  construed  to limit or preclude
recovery by Landlord against Tenant of any sums or damages to which, in addition
to the damages particularly provided above, Landlord may lawfully be entitled by
reason of any default  hereunder on the part of Tenant.  Any indemnity of Tenant
shall  survive the  expiration  or earlier  termination  of this Lease.  Nothing
herein contained shall be construed 'to limit or prejudice the right of Landlord
to prove for and obtain as liquidated  damages by reason of -the  termination of
this Lease or re-entry of 'the Demised  Premises for the default of Tenant under
this Lease,  an amount equal 'to -the maximum allowed by any statute or :rule of
law governing the proceedings in which such damages are to be proved whet-her or
not such amount be greater, equal to, or less -than any of the sums ref erred to
in Section 60.1.

                  61.        BANKRUPTCY

                  61.1      Tf, as a matter ot law, Landlord has no right on the
bankruptcy of Tenant to terminate this Lease,  then, if Tenant:,  as debtor,  or
its trustee  wishes to assume or assign this  Lease,  in addition  -to curing or
adequately  assuring  the cure of all  defaults  existing  under  this  Lease on
Tenant's part on the date of filing of -the proceeding  (such  assurances  being
defined  below),  Tenant,  as debtor,  or the  -trustee or  assignee,  must also
furnish adequate  assurances of future  performance under this Lease (as defined
below) . Adequate  assurance of curing  defaults means the posting with Landlord
of a sum in cash  suf f  icient  to def ray  the  cost of such a cure.  Adequate
assurance of f uture perf ormance under this Lease means posting a deposit equal
to -three (3) months'  rent,  including  all (either  charges  payable by Tenant
hereunder,  such as the amounts payable  pursuant to Article 36 hereof,  and, in
the case of an assignee, assuring Landlord that the assignee is financially

                                       19
<PAGE>


capable of assuming  this Lease,  and that its use of the Demised  Premises will
not be  detrimental  to the other  'tenants in -the  Building or Landlord.  In a
reorganization  under Chapter 11 of the  Bankruptcy  Code, the debtor or trustee
must assume this Lease or assign it within one  hundred  twenty  (120) days from
the  filing  of the  proceeding,  or he shall be  deemed  to have  rejected  and
terminated this Lease.

                  61.2 if  this  Lease  is  assigned  to any  person  or  entity
pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq.
(the  "Bankruptcy  Code"),  any and all  monies or other  considerations  -to be
delivered  in  connection  with the  assignment  shall be delivered to Landlord,
shall be and remain the exclusive  property of Landlord and shall not constitute
property  of  Tenant  or of the  estate  of Tenant  within  the  meaning  of the
Bankruptcy Code. Any person or entity to which -this Lease is assigned  pursuant
to the provisions of -the  Bankruptcy  Code shall be deemed -to have assumed all
of the  obligations  arising  under,  this  Lease an and  after  the date of the
assignment,  and shall upon demand execute and deliver to Landlord an instrument
confirming that assumption.

                    62.       Intentionally Deleted Prior, to Execution

                    63.       Intentionally Deleted Prior to Execution

                    64.       LANDLORD'S WORK: LANDLORD'S WORK LETTER

                    64.1  Tenant shall deliver 'to Landlord on or prior, 'to the
Outside Plan Date (as defined in Article 37 hereof) such  drawings,  layouts and
specifications  ("Tenan't's  Specifications")  in  sufficient  detail  to enable
Landlord 'to (1) prepare construction  drawings  (IOConstruction  Drawings") and
(11) obtain a building  permit for -the  construction  of the Demised  Premises.
Landlord shall prepare the  Construction  Drawings in accordance  with Tenan't's
Specifications and shall deliver the completed  Construction Drawings to Tenant.
Tenant- shall have seven (7) days after receipt of the Construction  Drawings to
approve or modify same (the "Approved construction Drawings").  Any delay beyond
said seven (7) day period shall be deemed a Tenant Delay (as hereinafter defined
in Section 64.2).  Landlord shall  construct the Demised  Premises in accordance
with the Approved  Construction  Drawings and Tenant shall pay Landlord for such
work,  subject  to  a  construction   allowance  of  $783,425.00  (the  "Maximum
Allowance") . The Maximum  Allowance  shall be applied to work that is above and
beyond  the work  described  in  Exhibit H (Base  Bulldling  Items),  which Base
Building Items shall be completed at Landlard's  expense. In the event -the cost
for the total  construction  of the  Demised  Premises  is more or less than the
Maximum  Allowance,  such dif f erential will be paid on the Adjustment  Date in
accordance  with Section 69.2 hereof.  All of Landlord's  work shall carry a one
(1) year warranty from 'their respective completion dates.

                  64.2  Any   modification   or  addition   -to  -the   Approved
Construction  Drawings  requested  by Tenant  shall be in  writing  and shall be
deemed to be an "Extra" or "Change  O-cder".  Within a  reasonable  period after
Tenant's -request,  Landlord shall advise Tenant of the work required,  the cost
thereof and the additional time required,  if any, fox, the  construction of the
applicable  "Extra'$ or "Change Order". Only Glenda Fos@er or Denny Groner (or a
person   authorized  in  writing  by  either  one,   provided   such   writ:-ten
authorization  has been  received by Landlord) may execute an "Extra" or "Change
orders' on behalf of Tenant and no other  signatory  has the  authority -to bind
Tenant in said regard.  only those "Extras" or "Change Orders"  executed by both
Landlord  and Tenant shall be binding on the  par-ties  hereto.  Tenant shall be
responsible  for any delays in  completing  the  Demised  Premises  by reason of
Tenant's  failure to cooperate with Landlord,  Tenant's delays in submitting any
drawings  or  specifications,  or in  supplying  information,  or  in  approving
drawings, specifications or estimates, or in giving

                                       20
<PAGE>

authorizations,  or by reason of any  "Extra" or "Change  Order"  designated  by
Tenant-,  or by reason of any changes by Tenant in any  designations  previously
made by  Tenant,  or by  reason  of any  similar  acts or  omissions  of  Tenant
(individually,  a "Tenant  Delay" and  collectively,  "Tenan't's  Delays") - Any
other delay in completing the Demised Premises due to any other reason, cause or
factor  beyond  Landlord's  reasonable  control,  including  but not limited -to
strikes  or other  labor  disputes,  accidents,  orders  or  regulations  of any
federal,  state,  county or municipal  authority,  delays due to  adjustment  of
insurance claims, lack of availability of materials,  parts or services, acts of
God,  fire,  earthquake,   floods,  explosion,  action  of  the  elements,  war,
hostilities,  invasion,  insurrection, riot, mob violence, sabotage or by reason
of any other cause, whether similar or not to 'the foregoing, that is beyond the
reasonable  control  of  Landlord  shall be  hereinafter  referred  to as "Force
Majeure".  In the event  Tenant's  Delays cause a delay in the completion of the
Demised  Premises,  Tenant  shall  be  responsible  for any  increases  in costs
resulting  from such  Tenant's  Delays and any  additional  'time  required  -to
complete the Demised  Premises.  Any such additional  costs shall be paid on the
Adjustment  Date in  accordance  with Section  69.2  hereof.  In the event Force
Majeure events cause a delay in the completion of the Demised Premises, neither,
Landlord nor Tenant shall be  responsible  for any  additional  time required to
complete the Demised Premises or for any additional costs resulting therefrom.

                  64.3 The parties hereto  acknowledge and agree that Landlord's
construction of the Demised Premises in accordance with Tenant's  Specifications
and any  authorized  "Extras" or "Change  Orders"  shall be performed an what is
commonly  referred to as a "Cos,t-Plus"  basis. In this regard,  Tenant shall be
obligated  to pay for  the  compounded  cost  of  those  items  in the  Approved
Construction  Drawings,  any  approved  Extras ox,  Change  Orders plus  Project
General  conditions,  Profit and  overhead  (as such terms are  defined  below).
Landlord and Tenant agree that (a) the project general conditions,  as described
on Exhibit B attached hereto ("Project General  Conditions")  shall be deemed to
be 6% of the total cost to prepare the Demised  Premises for Tenant"s  occupancy
and (b)  Landlord's  prof it ("Pzof  it")  shall be deemed to be 5% of the total
cost  to  prepare  the  Demised  Premises  f or  Tenant  I s  occupancy  and (c)
Landloird's overhead  ("Overhead") shall be deemed to be 5% of the total cost to
prepare the Demised  Premises for  Tenan-tls  occupancy.  The  aggregate  sum of
Project:  General  Conditions,  Profit and Overhead shall be compounded for this
project.  Any amount (above and beyond the Maximum  Allowance)  due Landlord for
those items in the Approved Construction Drawings, any approved Extras or Change
orders,  Project General  Conditions and Landlovdls Profit and Overhead shall be
payable on -the Adjustment Date in accordance with Section 69.2 hereof. Landlord
agrees  that  fox,  each  trade  to be  subcontracted  out  in  connection  with
Landlord-s  construction  of the Demised  Premises,  Landlord shall request bids
from no fewer  than  three (3)  subcontractors  to be  mutually  agreed  upon by
Landlord and Tenant.  From said three (3) bids,  Landlord may award work 'to the
lowest bidder without Tenant's prior-consent. From said three (3) bids, Landlord
may award work to a subcontractor who was not the lowest bidder, provided Tenant
has  given  its prior  consent.  In  addition,  in those  instances  where it is
appropriate, Landlord will request that certain subcontractors provide bids with
unit pricing in order to facilitate any additional  Extras or Change Orders that
Tenant may request.

                  64.4       Provided Tenant is not in default hereunder, as of
the f if th @h) ann@v           nmmt--nn@t-pai-e, Landlord

gx. es t@r a'@t and reca@e@ the Demised Premises with building _;p

          ,- .--@n @he event Tenant desires an upgrade of any standard @ii i3@

wall or floor covering, Landlord shall grant to Tenant an allowance equal to the
building standard  materials and any excess will be paid by Tenant -to Landlord,
on demand.  For the purposes  hereof,  building  standard  carpet shall be nylon
broadloom carpet with a face weight of at least twenty six (26) ounces.

                                       21
<PAGE>


65.                 RENEWAL OPTION

                    65.1      Subject -to -the provisions of Section 65.2 below,
Tenant  shall have the option -to renew  'this Lease for an  additional  term of
five (5) years (,the "Renewal  Tex-ml'),  which Renewal Term shall commence upon
the expiration of -the -term described in Article 37 of this Lease (the "Initial
Term"). The terms,  covenants and conditions during the Initial Term,  including
but not limited to 'the  definitions  of the First Tax Year and First  Operating
Year as set forth in Article 36 hereof,  shall be  projected  and  carried  over
in-to the Renewal Term, except- as specifically set forth hereinafter.

                  (a) The  Minimum  Rent  during the  Renewal  Term shall be the
greater of (i) Market Rent (as defined in clause (b) below) or (ii) the Adjusted
Minimum Rent as of the last day of the Initial Term.

                         "Market  Rent"  shall  mean  the fair  market  rent for
the  Demised  Premises,  as  of  the  commencement date of the Renewal Term (the
"De-terminati on Date") , based upon 'the rents generally in

effect  for  comparable  office  space in the area in which  the Real  Estate is
located taking into  consideration  any lease  concessions  that are customarily
available  in -the  market  at such  time.  Market  Rent  (for the  purposes  of
determining  the Minimum Rent only during the Renewal  Term) shall be determined
on the same basis as Adjusted  Minimum Rent is calculated in accordance with the
terms of this Lease.

Landlord shall no-tif y Tenant ("Landlord's Determination Notice") of landlord's
determination  of the Market  Rent within  sixty (60) days of the  Determination
Date. If Tenant  disagrees with  Landlord's  determination,  Tenant shall notify
Landlord ("Tenant's Notice of Disagreement") within fifteen (15) days of receipt
of Landlord's Determination Notice. Time shall be of the essence with respect to
Tenant's Notice of  Disagreement,  and the failure of Tenant to give such notice
within  the time  period  set  forth  above  shall  conclusively  be  deemed  an
acceptance  by Tenant of the Market Rent as  determined by Landlord and a waiver
by Tenant of any right to dispute such Market:  Rent. If Tenant timely gives its
Tenant's  Notice of  Disagreement,  then the Market Rent shall be  determined as
follows:  Landlord  and Tenant  shall,  within  thirty (30) days of -the date on
which  Tenant's  Notice of  Disagreement  was given,  each  appoint an Appraiser
(hereinafter  defined)  for-the  purpose  of  determining  the Market  Rent.  An
Appraiser shall mean a duly qualified  impartial real estate appraiser having at
least ten (10) years'  experience in the area in which the Demised  Premises are
located.  In 'the event that -the two (2)  Appraisers so appointed fall to agree
as to the Market Rent within a period of thirty (30) days after the  appointment
of the second Appraiser, such two (2) Appraisers shall forthwith appoint a third
Appraiser who shall make a determination within thirty (30) days thereafter.  If
such two Appraisers fall to agree upon such third Appraiser within ten (10) days
following  the last  thirty  (30) day  period,  such  third  Appraiser  shall be
appointed by a presiding  Judge of the Superior Court of the State of New Jersey
f or the County in which the Real Estate is located.  Such two (2) Appraisers or
three (3)  Appraisers,  as -the case may be, shall  proceed with all  reasonable
dispatch to determine the Market Rent. The decision of such Appraisers  shall be
final;  such  decision  shall  be in  writing  and a  copy  shall  be  delivered
simultaneously  to Landlord and 'to Tenant.  If such  Appraisers fail to deliver
their decision as set forth above prior to the commencement of the Renewal Term,
Tenant shall pay  Landlord the Adjusted  Minimum Rent at the rate as of the last
day of -the Initial Term,  until such  decision is so  delivered.  if the Market
Rent as determined above is in excess of the actual rent paid, then Tenant, upon
demand,  shall pay to Landlord the  difference  between the actual rent paid and
the Market Rent from the commencement of -the Renewal Term.

                                       22
<PAGE>


Landlord and Tenant shall each be  responsible  for and shall pay the fee of the
Appraiser  appointed by them  respectively,  and Landlord and Tenant shall share
equally -the fee of the third  Appraiser.  Promp,tly upon  determination  of the
Market Rent,  Tenant-  shall execute and deliver a Lease  amendment  prepared by
Landlord setting forth the terms of the Renewal Term.

                    65.2      Tenant's  option  to renew, as provided in Section
65.1  above,  shall  be  strictly  conditioned upon and subject -to  each of the
following:

                  (a) Tenant  shall  notify  Landlord  in  writing  of  Tenant's
exercxse  of its  option to renew at least  nine (9)  months,  buc not more than
twelve (12) months, prior -to 'the expiration of the Initial Term;

                  (b) At the time Landlord  receives Tenant's notice as provided
in (a) above, and at the expiration of -the Initial Term,  Tenant shall not have
been in  default  under  the  terms  or  provisions  of this  Lease  after  -the
expiration of any applicable  grace period and the Tenant named on the first and
last  page of this  Lease or a peir -,,e in  occupancy  of -the  entire  Demised
Premi.ses;

                  tc) Tenant shall have no further renewal option other than the
option to extend for the one Renewal Term as set- forth in Sec,tion 65.1 above;

                  (d) This  option  'to renew  shall be deemed  personal  to the
Tenant  named on the first and last page of this Lease and -to any  affiliate of
Tenant and may not otherwise be assigned; and

                  (e)  Landlord  shall  have  no  obligation  to do any  work or
perform any services  for the Renewal Term with respect to the Demised  Premises
or the Building which Tenant agrees to accept in their then "as is" condition.

                    66.       ECRA COMPLIANCE

                    66.1      Tenant shall, at Tenant's own expense, comply with
the Environmental  Cleanup  Responsibility Act, (N.i.S.A.  13:IK-6 et seq.), the
Comprehensive  Environmental  Response,  Compensation & Liability Act (42 U.S.C.
9601 et seq.) and the Spill  Compensation and Control Act (N.J.S.A.  58:10-23.11
et seq.) and any and all  amendments  thereto  and the  regulations  and  orders
promulgated  thereunder  with  respect  to  Tenant's  use and  occupancy  of the
Dem+/-sed Premises.  Tenant shall, at Tenant's own expense, make all submissions
to, provide all information to, and comply with all  requirements of, the Bureau
of Indus-trial  site Evaluation  ("the Bureau") of the New Jersey  Department of
Environmental  Protection  (IINJDEPOR) . Should the Bureau or any other division
of NJDEP  determine  that a  cleanup  plan be  prepared  and that a  cleanup  be
undertaken because of any spills or discharges of hazardous substances or wastes
in or about the Real Estate caused by Tenant which occur during the term of this
Lease,  then Tenant  shall,  at  Tenant's  own  expense,  prepare and submit the
required  plans and  financial  assurances,  and carry out the  approved  plans.
Tenan't's  obligations  under this Article  shall arise if there is any closing,
terminating  or  transferring  of  operations  of  an  industrial  establishment
utilizing the Demised  Premises or a transfer of the Real Estate or any port-ion
thereof which falls under the purview of -the statutes hereinbefore referred.

                  66.2 Tenant shall promptly provide all information  reasonably
requested by Landlord for preparation of non-applicability  affidavits and shall
promptly sign such  affidavits  when  reasonably  requested by Landlord.  Tenant
shall  indemnify,  defend and save  harmless  Landlord  from all  fines,  suits,
procedures,  claims  and  actions  of any kind  arising  out:  of or- in any way
connected with any spills or discharges of hazardous substances

                                       23
<PAGE>

or wastes in or about the Real Estate  caused by Tenant  which occur  during the
term of this Lease; and from all f ines, suits,  procedures,  claims and actions
of any kind arising out of Tenantfs failure to provide all information, make all
submissions  and -take all actions  required by the Bureau or any other division
of NJDEP.  Tenan't's  obligations  and  liabilities  under  this  Article  shall
continue so long as Landlord remains responsible for any spills or discharges of
hazardous  substances  or wastes in or about  the Real  Estate  caused by Tenant
which occur  during the term of this Lease.  Tenan't's  failure -to abide by the
'terms of this Article shall be restrainable by injunction.

                  66.3 Landlord represents to the best of its knowledge, without
any independent  inquiry or investigation  that as of the Commencement Date, the
Real Estate is in compliance with all applicable  environmental  laws, rules and
regulations.  Landlord agrees to defend,  indemnify and hold harmless Tenant for
any  environmental  violation  existing  in  the  Building  or the  Land  on the
Commencement  Date,  the  breach  of the  foregoing  representation  or from any
environmental  contamination  of the  Real  Estate  as a  result  of  Landlord's
actions.

                  67.        RELOCATION ALLOWANCE

                  67.1     As additional consideration fox, Tenant entering into
'this Lease,  Landlord hereby gvants 'to Tenant a moving allowance credit in the
amount of ONE HUNDRED  FIFTY SIX  THOUSAND  SIX  HUNDRED  EIGHTY FIVE AND 00/100
DOLLARS  ($156,685-00)  (the  "Relocation  Allowance") - Landlord shall pay -the
Relocation Allowance to Tenant on the Adjustment Date in accordance with Article
69 hereof.

                  68.        FOOD SERVICE FACILITY

                  68.1      Within ninety (90) days after- the Commencement Date
of this Lease, Landlord shall provide to the tenants of the Building,  including
Tenant a food  service  facility on the first (Ist) floor of the  Building  (the
"Cafeteria"). The Cafeteria will be managed by an independent food operator. The
initial  hours of  operation  shall be from  7:30  a.m.  'to 3:00  p.m.,  Monday
-through  Friday,  excluding Legal Holidays.  The Cafeteria will offer a limited
breakfast  menu between the hours of 7:30 a.m. and 9:30 a.m. and a luncheon menu
between the hours of 11:30 a.m. to 2:30 p.m. Catering shall also be available to
the  -tenants of the  Building.  The lunch menu is intended to consist of soups,
sandwiches and one or two hot entrees per- day. in addition, the Cafeteria shall
contain  various  other food items,  such as candies,  cookies,  sodas,  salads,
beverages and snacks. The Cafeteria shall also contain a vending area to provide
drinks and snacks during off hours.

                  68.2 It is  Landloird's  intention  to provide a food  service
facility similar to the Cafeteria described above during the term of this Lease.
' Notwithstanding the foregoing,  in the event the continued operation of a food
service  facility in the Building  becomes cost  prohibitive,  inappropriate  or
unreasonable under the circumstances,  Landlord may elect to terminate or modify
its  existence.  Any such  modification  or  termination  shall in no way affect
Tenant0s obligations under the terms of this Lease.

                  69.        ADDITIONAL LEASE INDUCEMENT

                  69.1      As additional consideration for Tenant entering into
'this Lease,  Landlord shall pay to Tenant the sum of ONE HUNDRED FIFTY THOUSAND
AND 00/100 DOLLARS  ($150,000.00) within thirty (30) days after the Commencement
Date  of  this  Lease,  provided  Tenant  is not in  default  under  any of 'the
provisions of this Lease at such time.

                  69.2 As of a date not  later  than  thirty  (30) days from the
Commencement Date (the "Adjustment Date") , Landlord and Tenant shall settle the
total sums owing to the parties from one another,

                                       24
<PAGE>


including any wc3irk  letter items less than or exceeding the Maximum  Allowance
(as described in Article 64), the Relocation Allowance (described in Article 67)
and -the additional lease  inducement  described  herein.  Tenant shall have the
right  upon  notice to  Landlord  -to  redistribute  any of 'the  aforementioned
allowances  whether or not used for the intended purposes stated herein provided
that -the total sum does not exceed -those amounts described here i n. As of the
Adjustment  Date, the monies  described  herein shall be paid by the appropriate
party to the other.  In the event  Landlord fails to pay to Tenant any sums that
it is obligated to pay in  accordance  with this Article 69 within  fifteen (15)
days af t:er their due date,  Tenant may,  upon ten (10) days written  notice to
Landlord,  of f set any such  balance  against  payments  of  minimum  Ren't due
hereunder, provided Landlord has not previously cured said default-.

                  70.        SATELLITE ANTENNA

                  70.1       So long as Tenant has not (i) breached any term of
this Lease,  (ii)  assigned  the Lease to any entity  other than an affiliate of
Tenant or (iii) sublet all or any part of the Demised Premises,  Landlord shall,
at Tenant's  expense and upon Tenant's  prior  written  request erect and obtain
municipal  approval  for one or more  satellite  antenna  transmission/reception
devices in accordance  with Tenant's  plans and  specifications.  Landlord shall
have no obligation  to erect and obtain  municipal  approval for said  satellite
antenna transmission/reception devices unless Landlord first approves in writing
the plans and specifications -therefor, which approval shall not be unreasonably
withheld or delayed. Tenant shall, at its expense, fully cooperate with Landlord
in obtaining requisite  governmental  approvals.  If Tenant breaches any term of
the  Lease,  Landlord  may,  at  Tenant's  expense,  remove  all or any of  said
satellite  antenna  transmission/reQeption  devices  and  restore  any damage or
injury  that said  satellite  antenna  ticansmission/reception  or -the  removal
thereof may have caused.

                  70.2 Upon the expiration or earlier  termination of the Lease,
Landlord  may,  at  Tenant's  expense,  remove  all of  said  satellite  antenna
transmission/reception  devices  and  restore  any  damage or  injury  that said
satellite antenna transmission/reception devices or the removal thereof may have
caused.  Tenant agrees to release  Landlord from,  and to defend,  indemnify and
hold Landlord harmless against, any liabilities and expenses that may arise with
regard to said satellite antenna transmission/reception devices. Fuvthermoze, in
connection with said satellite antenna  transmission/recep'tion  devices, Tenant
shall  procure  and  maintain   comprehensive  general  liability  insurance  in
compliance  with  each of the  requirements  set forth in  section  41.1 of 'the
Lease.

                  71.      RESTRICTION ON CERTAIN PROSPECTIVE TENANTS

                  71.      1 So long as Tenant has not (i) breached any of the
terms of this  Lease,  (ii)  assigned  the  Lease to any  entity  other  than an
affiliate of Tenant or (Iii)  sublet all or any part of the Demised  Premises to
any entity other than an affiliate of Tenant,  Landlord shall be prohibited from
entering  in'to a lease in -the Building  with any of the following  prospective
tenants:  Metropolitan Life Insurance Company, Equitable Life Assurance Company,
Northwestern  Mutual Life Insurance  Company and New York Life Insurance Company
(the "Prohibited Tenants"). Landlord shall only be prohibited from leasing space
in the Building -to any of the Prohibited  Tenants if the space requirements for
such entity is less than the square footage actually occupied in the Building by
Tenant at such time.

                                                    72. SIGNAGE

                               72.1  In  the  event  Landlord  provides  outside
                       building  signage 'to other -tenants of the Building that
                       are of a  similar  size and  nature of  Tenant,  Landlord
                       shall offer similar rights -to Tenant

                                       25


<PAGE>


for any such signage.

                  72.2  Landlord  shall  provide  in  the  Building   lobby,  at
Landlord's  expense, a building  directory  sufficient- 'to list all of Tenant's
senior  executives who maintain active offices in the Building.  Tenant shall be
permitted -to install  appropriate  signage on the walls of elevator lobbies and
on  entrance  doors to all space under  lease by Tenant,  subject to  Landlord's
reasonable approval of same.

                    73.       RIGHT OF FIRST OR SECOND OFFER

                    73.1   There currently exists two (2) units of space in -the
Building  consisting of 26,683  square feet on 'the first (lst.) floor  directly
below the Demised Premises (-the "Fii7s't Floor option Space") and 31,337 square
feet on 'the  second  (2nd)  floor on the  opposite  wing of the  Building  (the
"Second  Floor  option  space"),  both such  units are  identified  on Exhibit I
attached hereto and made a part hereof (collectively, the "Option Space"). After
the Option Space has been initially leased@-, Landlord agrees that if all or any
portion of the Option Space shall  thereafter  become available during the terra
of this Lease, then in any such case, subject to the rights of existing tenants,
if any, and subject to 'the rights of Federal  Insurance  Company for- the First
Floor option  Space,  before  offering the  available  Option Space to any other
party,  Landlord  will offer 'to Tenant the right 'to include  the Option  Space
within the Demised  Premises on -the Inclusion Date  (hereinafter  defined) upon
all of the terms and conditions of this ]Lease,  as if the option Space had been
part of the Demised Premises on -the  Commencement  Date, except as specifically
set forth hereinafter. The Inclusion Date shall be 'the date on which the Option
Space is made available for Tenant's occupancy, which shall include a reasonable
period of time for the Option Space to be built out for Tenant's requivements.

         (a) The Minimum  Rent  payable  with  respect to the Option Space shall
commence on the inclusion  Date and shall be (i) the Market Rent (as def ined in
clause (b) below)  which  shall in no event be less than (ii) the product of (1)
the Adjusted Minimum Rent per square f oot. with respect to the Demised Premises
on the date  Landlord's  ofrer is made and (2) the rentable  square foot area of
the Op-tion Space.

         (b) "Market  Rent" shall mean the fair market rent for the Option Space
as of- the  Inclusion  Date  based  upon  the  rencs  generally  in  effect  for
comparable  office space in the area in which 'the Real Estate is located taking
in-to consideration any lease concessions that are customarily  available in the
market at such t ime. Market: Rent (f or the purposes of determining the Minimum
Rent f or the  Option  Space  only)  shall be  determined  on the same  basis as
Adjusted Minimum Rent is calculated in accordance with the terms of -this Lease.

         (c) Landlord shall notify Tenant (IIIandlordIs  Determination  Notice")
of Landlard's determination of the Market Rent- on or before the Inclusion Date.
if Tenant disagrees with Landlordfs determination,  Tenant shall notify Landlord
("Tenant's Notice of  Disagreement")  within fifteen (15) days after- receipt of
Landlord's  Determination  Notice. Time shall be of the essence with respect 'to
Tenantts Notice of  Dlsagreement,  and the failure of Tenant to give such notice
within  the time  period  set  forth  above  shall  conclusively  be  deemed  an
acceptance  by Tenant- of the Market Rent as determined by Landlord and a waiver
by Tenant of any right to dispute such Market Rent-.  if Tenant timely gives its
Tenant's  Notice of  Disagreement,  then the Market Rent shall be  determined as
follows:  Landlord and Tenant shall,  within 'thirty (30) days after the date on
which  Tenant's  Notice of  Disagreement  was given,  each  appoint an Appraiser
(he@e-inaftex-  defined)  for the purpose of  determining  the Market  Rent.  An
Appraiser shall mean a duly qualified  impartial real estate appraiser having at
least ten (10)

                                       26
<PAGE>


years  experience  in the area in which the  Building is  located.  In the event
-that the -two (2)  Appraisers so appointed fall to agree as to the Market- Rent
within a period  of  thirty  (30)  days  after  the  appointment  of the  second
Appraiser, such two (2) Appraisers shall forthwith appoint a third Appraiser who
shall make a de-termination within thirty (30) days thereafter.  If such two (2)
Appraisers so appointed fail to agree upon such third Appraiser  within ten (10)
days following the last thirty (30) day period,  such third  Appraiser  shall be
appointed by a presiding  Judge of the superior Court of the State of New jersey
for the County in which the  Building is  located.  Such two (2)  Appraisers  or
three (3)  Appraisers,  as the case may be, shall  proceed  with all  reasonable
dispatch to determine -the Market Rent. The decision of such Appraisers shall be
final;  such  decision  shall  be in  writing  and a  copy  shall  be  delivered
simultaneously  to 'Landlord and to Tenant.  Tenant shall pay Landlord  Adjusted
Minimum Rent on the Option Space at -the rate set forth in Section  73.1(a) (11)
hereof until such decision is so  delivered.  If -the Market- Rent as determined
above is in excess of actual rent paid, then Tenant-,  upon demand, shall pay to
Landlord the dif f erence  between the actual rent paid and the Market Rent from
the Inclusion Date.  Landlord and Tenant shall each be responsible for and shall
pay the fee of the Appraiser  appointed by them  respectively,  and Landlord and
Tenant  shall  share  equally  the f ee of the third  Appraiser.  Promptly  upon
determination  of the Market  Rent,  Tenant  shall  execute  and deliver a Lease
amendment in a f or-m  satisfactory to Landlord  reflecting the inclusion of the
option Space within -the Demised Premises on the Inclusion Date.

         73.2  Landlord  shall make the foregoing  offer in writing,  and Tenant
shall have the right 'to  exercise  such option with respect to the Option Space
if Tenant  shall not have  breached  any term or  provision of the Lease and the
Tenant  named on the first and last page of the Lease or an  affiliate of Tenant
is in occupancy of the entire  Demised  Premises.  Tenant may only exercise such
op-tion by  written  notice  received  by  Landlord  within ten (10) days af ter
Landlord  makes such of f er to Tenant.  Tenant shall accept the Option space in
its "as is" physical condition as of the Inclusion Date and agrees that Landlord
will not be required to do any work or perform any services  therein.  If Tenant
does not accept the offer made by Landlord  pursuant to -the  provisions of this
Article 73 with respect 'to -the opt-ion  Space,  Landlord  shall be entitled to
lease  such  space in whole or in part,  or in whole or in parts in  conjunction
with any  other  space,  to  others  at such  rental  and upon  such  terms  and
conditions as Landlord,  in its sole  discretion  may desire whether such rental
terms, provisions and conditions are the same as those offered to Tenant or more
or less  favorable.  Notwithstanding  the  foregoing,  in the  event  all or any
portion of the Option Space is leased to a third party (the "Rejected  Space") ,
Tenant-  shall retain its right of first offer with respect to (i) the remaining
portion of the option space and (ii) any Rejected  Space that becomes  available
at a later time. Tenant agrees not to acquire the Option Space pursuant to 'this
Article 73 for the primary  purpose of subletting or otherwise  disposing of the
same or any part thereof to others.

         73.3 If the option Space shall not be available for Tenant's  occupancy
on the  inclusion  Date for any reason  including  the holding over of the prior
tenant,  then  Landlord  and Tenant  agree that the  failure to have such Option
Space  available for occupancy by Tenant shall in no way affect the validi-ty of
-this Lease ox- the  inclusion of 'the Option Space within the Demised  Premises
as of the Inclusion Date or the  obligations  of Landlord and Tenant  hereunder,
nor shall the same be  construed  in any way to extend  the term of this  Lease.
Notwithstanding the foregoing,  nothing herein shall obligate Tenant to pay rent
for the option Space until same is made available for Tenant's occupancy.



                                       27
<PAGE>


IN WITNESS WHEREOF, Landlord has signed this Lease and this rider, and Tenant by
its proper  corporate  officers has signed this Lease and this Rider this @- day
of December, 1992.

                                    LANDLORD:
WITNESSED BY:            JARED ASSOCIATES, L.P.
                             By:      Chubb Realty, Inc.,
                                                    Ge      1 Partner


                                        By:
     Robert T. Lapidus                           Roblbr-t R. Max-t+/-e
     Assistant Secretary                         Vice President

                                        AGENT FOR LANDLORD:

     ATTESTED BY:                       BELTEMEAD MANAGEMENT CO., INC.



                                        By:
     Robert T. Lapidus                           Robert R. Martle
     Assistant Secretary                         Vice President


                          TENANT:

ATTESTED BY:                                 THE PRUDENTIAL INSURANCE COMPANY OF
                                             AMERICA




                                            By:
     Nci O-:       Ma@,Y s@zziz I C? I                                 barbarcf
                   (.Please Print)                            PleqL e PrLnt)
     Title:          Secretary                    Title: 6reslgent
                   (Please Print)                          (Please Prlnt)







                                       28
<PAGE>




                            FIRST AMENDMENT OF LEASE

FIRST  AMENDMENT  OF LEASE dated as of April 1, 1993 between  JARED  ASSOCIATES,
L.P.,  a New  Jersey  limited  partnership,  having  an  address  c/o  Bellemead
Management  Co.  , Inc.  , 4  Becker  Farm  Road,  Roseland,  New  Jersey  07068
(hereinafter called "Landlord") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA,
a New Jersey  corporation  having an address at Prudential  Plaza,  Newark,  New
Jersey 07101 (hereinafter called "Tenant").

                               W I T N E S S E T H

           WHEREAS:
         A.  Landlord and Tenant  heretofore  entered into a certain lease dated
Deoember 17, 1992 (said lease,  as the same may be amended from time to time, is
hereinafter  called the  "Lease")  with  respect to premises on the second (2nd)
floor comprising 31,337 rentable square feet (the "Original  Demised  Premises")
of that  certain  office  building  ("Building")  known  as and  located  at 477
Martinsville Road, Basking Ridge, New Jersey;
         B. Tenant is desirous of increasing the size of the Demised Premises by
the addition of some (i) 12,108 rentable square feet ("Additional  Space All) on
the first (Ist) floor of the Building and some (ii) 5,876  rentable  square feet
on 'the first (1st) floor (the "Ground Floor B Unit"),  30,599  rentable  square
feet on the third  (3rd)  floor and 26,641  rentable  square  feet on the fourth
(4th) floor of the  Building  (collectively,  "Additional  Space B") for a total
Additional  Space B of  63,116  rentable  square  feet,  all as  illustrated  on
Schedule  A  attached  hereto  and made a part  hereof.  Additional  Space A and
Additional  Space B are hereinafter  sometimes  collectively  referred to as the
"Additional Space"; and

     C. The  parties  hereto  desire to  further  modify  the  Lease in  certain
respects.
         
     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
hereinafter  contained,  the parties hereto modify said Lease as follows: 1. All
terms  contained in this First Amendment of Lease that are defined in the Lease,
shall,  for the purposes hereof, have the

<PAGE>

 same meaning ascribed to them in the Lease-

2.    Notwithstanding anything to 'the contrary contained in the-Lease, the date
set for

the  expiration of the term thereof is hereby  modified so that the  Termination
Date for the Original  Demlsed  Premises and the  Additional  Space shall be ten
(10) years after -the Additional  Space B Commencement  Date, which based upon a
commencement  date of  November  1, 1993 is October  31,  2003.  Landlord  shall
deliver to Tenant a notice ("Commencement Date Notice") confirming,  among other
things,  the revised  Termination Date. Tenant shall acknowledge  receipt of the
Commencement  Date Notice by signing a copy of same and returning it to Landlord
within five (5) days after Tenantfs receipt thereof.
         3. The Demised  Premises shall be expanded 'to  incorporate  Additional
Space  A  on  or  about  July  12,  1993  (the  "Estimated  Additional  space  A
Commencement  Date")  .  Notwithstanding  the  above,  -the  Additional  Space A
commencement  date  (the."Additional  Space A  Commencement  Date") shall be the
earlier of the date upon which:
         A.  Landlord  has  procured a temporary  or  permanent  Certificate  of
Occupancy,  permitting  occupancy of Additional Space A by the Tenant;  and (ii)
the Landlord's  architects shall have certified that Landlord has  substantially
performed  the work for  Additional  Space A (the  "Additional  Space A Work") .
Substantial  completion  shall be  deemed to have  occurred  even  though  minor
details of work  remain to be done,  provided  such  details  do not  materially
interfere with the Tenant's use of Additional Space A, or

 B. Tenant shall have taken possession of all or any part of Additional space A.
                If  Landlord  is  unable to obtain a  permanent  Certificate  of
Occupancy for Additional space A as of the Additional Space A Commencement Date,
Landlord  shall  nevertheless  be required to obtain a permanent  Certificate of
occupancy  at a later date and deliver same to Tenant as soon as it is available
from Bernard's Township.
                  Tenant shall have the right to submit a thirty (30) days
                                       
                                        2
<PAGE>

"punch-list"  of minor items in  Additional  Space A to be repaired by Landlord.
Landlord agrees to complete said "punch-list" items in an expeditious manner and
if possible, within thirty (30) days of receipt of Tenan-tfs list.
                  As of the  Additional  Space A  Commencement  Date,  Exhibit A
(Rental  Plan) to the Lease  shall be  modified  and  expanded  to  include  the
attached Schedule B.
         4. The Demised  Premises  shall be expanded to  incorporate  Additional
Space B as of November 1, 1993, provided Landlord completes the Additional Space
B Work (as  hereinafter  defined in Paragraph 9 hereof) within twenty three (23)
weeks from the date that Tenant has submitted the required drawings, layouts and
specifications for Additional Space B in sufficient detail to enable Landlord to
(i) prepare  construction  drawings  and (ii)  obtain a building  permit for the
construction of Additional Space B (the "Additional Space B Commencement Date").
Any delay in the Additional Space B Commencement Date that is not a Tenant Delay
(as defined in Article  64.2 of the Lease)  shall  result in an extension of the
Additional  Space B  Commencement  Date for a period equal to the time frame for
such delay.  Furthermore,  in the event the Additional Space B Commencement Date
occurs prior to November 1, 1993,  Tenant shall be entitled to occupy Additional
Space B on a free rent basis  prior to  November  1, 1993.  In  addition  to the
foregoing,  if Additional Space B is not available for Tenant's occupancy within
ninety (90) days from November 1, 1993 as a result of Landlardfs delays,  Tenant
shall receive one (1) day of free rent for  Additional  Space B f or each day of
delay to be credited to Tenant as of the Additional Space B Commencement Date.
                  As of the  Additional  Space B  Commencement  Date,  Exhibit A
(Rental  Plan) to -the Lease  shall be  modified  and  expanded  to include  the
attached  Schedule C.  Accordingly,  for all times after the Additional  Space B
Commencement  Date,  Exhibit A (Rental  Plan) to the Lease shall  consist of the
original Exhibit A, together with the attached Schedules B and C.
                  The Lease is hereby amended to provide that Tenant shall
                                                    
                                        3
<PAGE>

pay an annual minimum Rent as follows:

           A.     For the original Demised Premises (31,337 rentable square
feet),  annual rent shall  continue 'to be payable in accordance  with page I of
the Lease; however, the lease months 61-120 described in the first column of the
rent schedule shall be modified to be 61Balance of Term.
         B.       For Additional Space A (12,108 rentable square feet) annual
 rent shall be as follows:
     Lease   Months     Rent olslf                     Annual       Monthlv

      1-12                     $18.50                $223,998       $18,666.50
     13-24                      19.50                 236,106       19,675.50
     25-36                      20.50                 248,214       20,684.50
     37-48                      21.50                 260,322       21,693.50
     49-60                      23.50                 284,538       23,711.50

           61-Balance of     24.50            296,646           24,720.50
           Term

         C.       For Additional Space B (63,116 rentable square feet), annual
 rent shall be as follows:
     Lease    Months     Rgnt Dls4f-                     Annual-    Monthly

      1-12                     $19.50                 $1,230,762   $102,563.50
     13-24                      20.50                  1,293,878    107,B23.17
     25-36                      21.50                  1,356,994    113,082.83
     37-48                      22.50                  1,420,110    118,342.50
     49-60                      24.50                  1,546,342    128,861.83
    61-120                      25.50                 1,609-,458    134,121.50

         G.A.  At all times  after the  Additional  Space A  Commencement  Date,
Section  36.2 of 'the  Lease  shall be  modified  to provide  that the  original
Demised  Premises shall contain 31,337 square feet and Additional  Space A shall
contain 12,108 square feet, for a total Demised  Premises of 43,445 square feet.
In addition,  Tenant's  Occupancy  Percentage for the original Deynised Premises
shall be 13.59 percent and Tenant's Occupancy Percentage for Additional

Space          A shall be 5.25 percent for a total Occupancy Percentage of

18-85          percent.

6B. At all times after 'the Additional Space B Commencement
Date, Section 36.2 OE the Lease shall be modified to provide that

the Original Deraised PreILlises shall contain 31,337 square feet,

Additional Space A shall contain 12,108 square feet and Additional

Space B shall contain 63,116 square feet for a total Demised

Premises of 106,561 square feet. in addition, Tenan-tls Occupancy

Percentage for the original Demised Premises shall be 13.59
                                                  
                                        4
<PAGE>


percent,  Tenant's  Occupancy  Percentage for Additional  Space A shal]L be 5.25
percent and Tenan't's Occupancy Percentage for Additional Space B shall be 27.38
percent for a total Occupancy Percentage of 46.23 percent.
         7.         The First operating Year and First Tax Year for the

Original            Demised Premises and Additional Space A shall mean the

calendar            year ending December 31, 1993.  The First Operating Year
for  Additional  Space B shall mean the calendar year ending  December 31, 1994;
the First Tax Year for  Additional  Space 8 shall mean the calendar  year ending
December  31, 1994.  Sections  36.1 (3) and (4) of the Lease shall be revised to
reflect the aforementioned modifications.
         B.A.  At all times  after the  Additional  Space A  Commencement  Date,
Section  43.1 of the  Lease  shall be  modified  so that  Tenantfs  License  for
Allotted  Parking shall be for one hundred sixty one (161) cars, with twenty two
(22)  Designated  Spaces in the parking garage located beneath the Building (the
"Garage").
         S.B.  At all times  after the  Additional  Space B  Commencement  Date,
Section  43.1 of the  Lease  shall be  modified  so that  Tenant's  License  for
Allotted  Parking shall be for three  hundred sixty four (364) cars,  with fifty
eight (58) Designated  Spaces in the Garage.  The Designated  Spaces shall in no
way increase  Tenantfs  Allotted Parking  described above. All Designated Spaces
shall be in a location in the Garage that is mutually  agreeable to Landlord and
Tenant.
         9. Tenant shall be entitled to a construction  allowance for Additional
Space  A  in  the  amount  of  $302,700.00  (the  "Additional  Space  A  Maximum
Allowance") and a construction allowance for Additional Space B in the amount of
$1,893,480.00  (the "'Additional  Space B Maximum  Allowance'#).  The Additional
Space A Work shall be subject to 'the outside Plan Date described in Articles 37
and 64 of the Lease;  however,  the Outside Plan Date shall not be applicable to
the Additional Space B work ("Additional  Space B Work") .  Notwithstanding  the
foregoing,  the  Additional  Space B  Commencement  Date shall be subject to the
conditions enumerated in Paragraph 4

                                        5
<PAGE>

hereof.  The  Maximum  Allowance  defined in Section  64.1 of the Lease shall be
modif  ied to  include  'the  Additional  space A  Maximum  Allowance  and  'the
Additional Space B Maximum Allowance described above. Except as modified herein,
all of the terms and conditions of Article 64 of the Lease,  including,  but not
limited to Project General  Conditions,  Prof it and Overhead,  shall apply with
equal force and effect to the Additional Space A Work and the Additional Space B
Work.
         10. As  additional  consideration  for Tenant  entering into this First
Amendment of Lease,  Landlord hereby grants to Tenant a moving  allowance credit
for Additional  Space A in the amount of $60,540.00 (the "'moving  Allowance'$).
Landlord-shall  pay the  Moving  Allowance  to  Tenant on the  Additional  Space
Adjustment Date (as hereinafter defined).
         13.. As additional  consideration  f or Tenant entering into this First
Amendment  of Lease,  Landlord  shall  pay-to  Tenant  the sum of $57,900 on the
Additional Space  Adjustment Date,  provided Tenant is not in def ault under any
of the provisions of the Lease at such me.
         12. An of a date not later than  thirty  (30) days from the  Additional
Space A Commencement Date (the '$Additional Space A Adjustment Date"),  Landlord
and Tenant  shall  settle the total sums owing to the  parties  from one another
with  respect  to  Additional  space A,  including  any work  letter  items  for
Additional  Space A less  than  or  exceeding  the  Additional  Space A  Maximum
Allowance  (described in Paragraph 9 above), the Moving Allowance  (described in
Paragraph 10 above) or 'the additional lease  inducement  described in Paragraph
11 above.  As of a date not- later  than  thirty  (30) days from the  Additional
Space B Commencement Date (the "Additional Space B Adjustment Date$'),  Landlord
and Tenant  shall  settle the total sums owing to the  parties  from one another
with  respect  to  Additional  space B,  including  any work  letter  items  for
Additional  Space B ]Less  than or  exceeding  the  Additional  Space B  Maximum
Allowance  (described  in Paragraph 9 above).  Tenant- shall have the right upon
notice to Landlord to redistribute any of the
                                               
                                        6
<PAGE>

af oremen'tioned allowances whether or not used for the intended purposes stated
herein  provided  that the 'total sum does not exceed 'those  amounts  described
herein.  As of th- Additional Space A Adjustment Date and the Additional Space B
Adjustment  Date, the monies  described herein shall be paid by 'the appropriate
party -to 'the other.
         13.      Subsection  48.4 (a) of the  Lease is  hereby  deleted  in its
entirety  and  replaced  with the following:
           "(a) no sublease  shall violate any law ox- result in an occupancy of
           the Demised Premises of more than (i) four (4) occupants on the first
           (ist) floor of the  Building,  including the Tenant  hereunder,  (ii)
           five (5)  occupants  on 'the  second  (2nd)  floor  of the  Building,
           including  the Tenant  hereunder,  (ili) five (5)  occupants  on -the
           third (3rd) floor of the Building,  including -the Tenant  hereunder,
           and  (iv)  five  (5)  occupants  on the  fourth  (4'th)  floor of the
           Building, including -the Tenant hereunder, 01

  14. Section 64.4 of the Lease is hereby deleted in
  entirety and replace with the following:
           "64.4 Provided Tenant is not in default  hereunder as of November I,,
           1998,  Landlord agrees -to repaint and Yecarpet 'the Denised Premises
           (inclusive  of  Additional  Space  A and  Additional  space  B)  with
           building standard materials;  provided that Landlordo's cost for such
           repainting  and  reca@peting  shall  not  exceed  $454,972.50,  which
           equates 'to five  dollars  ($5.00) per usable  dtquare  foot.  In the
           ,event  Tenant  desires  an  upgrade  of any wall or floor  covering,
           Landlord  shall grant to Tenant an allowance  equal to 'the  building
           standard  materials  (up to  $454,972.50,  which equates to $5.00 per
           usable  square  foot)  and any  excess  will be  paid  by  Tenant  to
           Landlord,  on demand.  For the  purposes  hereof,  building  standard
           carpet shall be nylon  broadloom  carpet with a face weight of twenty
           six (26) ounces.11

         15. The Renewal  Option  described  in Article 65 of the Lease shall be
expanded to include the entire Demised  Premises  consisting Of 106,559 rentable
square feet.
         16. The heading to Article 73 of the Lease and the first full paragraph
of Section 73.1 of the Lease are hereby  deleted in their  entirety and replaced
with the following:
                    1173.  RIGHT OF FIRST OFFER

           73.1 There  currently  exists four (4) units of space in the Building
           consisting  of 26,683  square feet on the first (let)  floor,  31,337
           square  feet an the second  (2nd)  floor,  30,599  square feet on the
           third (3rd) floor and 26,641 square feet on 'the fourth (4th) floor

           (Collectively,  -the  140ption  Spacell),  which option Space is more
           particularly identified on Schedule D attached hereto and made a part
           hereof.  After the Option Space has been initially  leased,  Landlord
           agrees that if all or any

                                        7
<PAGE>


          its portion of the option Space shall  'thereaf  ter become  available
     during  the term of this  Lease,  then in any such  case,  subject  -to the
     rights of Federal Insurance  Company,  before offering the available option
     Space to any other  party,  Landlord  will off ez to Tenant- the righ-t 'to
     include the Option Space within the Demised  Premises on the inclusion Date
     (hereinafter  defined) upon all of the terms and  conditions of this Lease,
     as if the  option  Space had been  part of 'the  Dem-ised  Premises  on the
     Commencement  Date,  except  as  specifically  set forth  hereinafter.  The
     Inclusion  Date  shall  be the  date on  which  the  option  Space  is made
     available for Tenant's  occupancy,  which shall include a reasonable period
     of time for the option Space to be built out for Tenant0s requirements."

         17. Tenant and Landlord each covenants,  represents and warrants to the
other  that  no  real  estate  broker  is  responsible  for  bringing  about  or
negotiating  this First-  Amendment of Lease and Tenant- and  Landlord  have not
dealt  with any  broker In  connection  with the  conallimmation  of this  First
Amendzmen-t of Lease.  In accordance with the foregoing  representation,  Tenant
and  Landlord  each  covenants  and agrees to pay,  defend,  hold  harmless  and
indemnify  the  o-ther  and  its  directors,   officers,  partners,  and  'their
affiliates  and/or  subsidiaries  from and against  any and all cost,  expenses,
including  attorney's fees (In settlement,  at trial or on appeal),  court costs
and disbursements or liability for any commission or other compensation  claimed
by any broker or agent  acting  through or an behalf of Tenant or  Landlord,  as
applicable with respect- to this First Amendment of Lease.
         la. Except as modified by this First Amendment of Lease,  the Lease and
all covenants,  agreements,  terms and conditions  -thereof shall remain in full
force and effect and are hereby in all respects  -ratified  and  confirmed.  The
terms and provisions of the Lease, as modified hereby, shall govern the Tonant's
occupancy and use of the Demised Premises as increased by -the Additional Space.

     19. Tenant: represents that the undersigned officer of Tenant has been duly
authorized  on behalf of Tenant to enter into this First  Amendment  of Lease in
accordance with 'the terms, covenants and conditions set forth herein, and, upon
Lancilord's  request,  Tenant shall deliver appropriate evidence of the accuracy
of the  foregoing  representation.  Landlord  represents  'that the  undersigned
Officer of landlord has been duly authorized on behalf of Landlord
 
                                        8
<PAGE>

  to enter- into -this First  Amendment of Lease in  accordance  with the terms,
  covenants  and  conditions  set forth  herein,  and,  upon  Tanant's  request,
  Landlord shall deliver  appropriate  evidence of the accuracy of the foregoing
  representation.
           20. The parties hereto acknowledge and agree that the rentable square
  footage  attributable  to  Additional  Space A and the Ground Floor B Unit are
  estimates and may change after  Tenant's plans for -these units are completed.
  Although the square  footage  allocation  may be modified,  the total rentable
  square  feet  for  these  units   (17,984   square  feet)  shall  not  change.
  Accordingly,  the  par-ties  agree to  modify  the  Lease,  if  necessary,  to
  accommodate the aforementioned scenario.
           IN WITNESS  WHEREOF,  -the parties  hereto have  executed  this First
  Amendment of Lease as of the day and year f irst above written.

      Signed, sealed and deli                        LANDLORD:

      IN THE  @L; '.E N C,                        --'-LTARED ASSOCIATES, L. P.
      ATTESTE                                        By: Chubb Realty, Inc.,
                                                            General Partner


                                                            BY:
              )Rob rt 6r@
                  16                              @ Robert Martie
             Assistant S cr@ary                       Vice President


                                                              TENANT:

                                             THE    PRUDENTIAL     INS     CE
                                             COMPANY OF A14BRICA


                                             By,.

 Name:         Glenda Fastez                    Name:E.MiChald Caulfield
                    (Please Print)                              (Please Print)
               Director, Office Planning
 Title:         & Leasi@ _                   Title: President, Ordinary Agencie
                    (Please Print)                             ipleass Print)








                                        9

<PAGE>



                            SECOND AMENDMENT OF LEASE

         SECOND  AMENDMENT  OF  LEASE  dated  as  of  July  1993  between  JARED
ASSOCIATES,  L.P.,  a New Jersey  limited  partnership,  having an  address  c/o
Bellemead Management:  Ca., Ina., 4 Becker Farm Road, Roseland, New Jersey 07068
(hereinafter  called  "Landlord'$)  and THE  PRUDENTIAL  INSURANCE  C014PANY  OF
AMERICA, a New Jersey corporation having an address at Prudential Plaza, Newark,
Now Jersey 07101 (hersinaf te3c called "'Tenant") .
                                           W I T N E S S E T H


         WHEREAS:
         A.  Landlord and Tenant  heretofore  entered into a certain lease dated
December 17, 1992,  as amended  pursuant to a certain  first  amendment of lease
(the  "First  Amendment")  dated April 1, 1993 (said  lease,  as the same may be
amended from time to time,  is  hereinafter  called the "Lease") with respect to
premises  on the f irst (1st) , second  (2nd) , third  (3rd) and fourth  (4th) f
loors  comprising  a  total  of  106,561  rentable  square  feet  (the  "Demised
Premises") of that certain office building  ("Building") known as and located at
477 Martinsville Road, Basking Ridge, New Jersey;
         B. Tenant is desirous or increasing the size of the Demised Premises by
the addition of some (i) 3,402 rentable  square feet on the first (ist) floor of
the Building and some (ii) 1,959  rentable  square feet on the first (1st) floor
of the Building  (collectively,  the "Additional Space"') for a total Additional
Space of 5,361  rentable  square feet, all as illustrated on Schedule A attached
hereto and made a part hereof; and

  C. The parties hereto desire to further modify the Lease in certain respects.
         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
herinafter contained, the parties hereto modify said Lease as follows:
         1. All terms  contained  in this  Second  Amendment  of Lease  that are
defined in the Lease or the First  Amendment,  shall,  for the purposes  hereof,
have the same meaning ascribed to them in the Lease or the First  Amendment,  as
applicable.

<PAGE>

         2  .  The  Demised  Premises  shall  be  expanded  to  incorporate  the
Additional Space as of November 1, 1993,  provided  Landlord  completes the work
for the Additional Space (the "Additional  Space Work) within  twenty-three (23)
weeks from the date that:  Tenant has submitted the required  drawings,  layouts
and  specifications  for the  Additional  Space in  sufficient  detail to enable
Landlord to (i) prepare construction  drawings and (ii) obtain a building permit
for the construction of the Additional Space (the "Additional Space Commencement
Date"). Any delay in the Additional space Commencement Date that is not a Tenant
Delay (as defined in Article  64.2 of the Lease) shall result in an extension of
the Additional Space  Commencement Date for a period equal to the time frame for
such delay.  Furthermore,  in the event the Additional Space  Commencement  Date
occurs  prior to  November,  1, 1993,  Tenant  shall be  entitled  to occupy the
Additional  Space on a free rent basis prior to November 1, 1993. In addition to
the foregoing,  if the Additional  space is not available for Tenants  occupancy
within ninety (90) days from November 1, 1993 as a result of Landlord's  delays,
Tenant shall receive one (1) day of free rent for the Additional  Space for each
day of delay to be credited to Tenant as at the  Additional  Space  Commencement
Date.
         3. If  Landlord  is  unable  -to  obtain  a  permanent  Certificate  of
occupancy for the Additional Space as of the Additional Space Commencement Date,
Landlord  shall  nevertheless  be required to obtain a permanent  Certificate of
Occupancy  at a later date and deliver same to Tenant as soon as it is available
from Bernards Township.
                  Tenant  shall  have the  right to  submit a thirty  (30)  days
"Punch-list" of minor items in the Additional  Space to be repaired by Landlord.
Landlord agrees to complete said "punch-list" items in an expeditious-manner and
if possible, within thirty (30) days of receipt of Tenan't's list.
                  As of  the  Additional  space  Commencement  Date,  Exhibit  A
(Rental  Plan) to the Lease  shall be  Modified  and  expanded  to  include  the
attached Schedule A.

                                       2
<PAGE>

         4 . On or  about  the  Additional  Space  Commencement  Landlord  shall
deliver  to Tenant a notice  ("Commencement  Notice")  confirming,  among  other
things,  the  revised  square  feet  of  the  Demised  Premises.   Tenant  shall
acknowledge  receipt of the  Commencement  Date Notice by signing a copy of same
and  returning  it to  Landlord  within  five (5) days  after  Tenant's  receipt
thereof.
         5.      The Lease is hereby amended to provide that Tenant shall pay an
 annual Minimum Rent: as follows:
         A.       For the 106,561  rentable  square feet portion of the Demised
Premises  described  in the original  Lease and the First Amendment, annual rent
 shall continue to be payable in accordance with the terms thereof.
         B.       For the Additional Space (5,361 rentable square feet), annual
 rent shall be as follows:
       Lease Months        Rent p/s/f      Annual                   Monthlv

             1-12             $19.50     $104,539.50                $8,711.63
            13-24              20.50      109,900.50                 9,158.38
            25-36              21.50      115,261.50                 9,605.13
            37-48              22.50      120,622.50                10,051.88
            49-60              24.50      131,344.50                10,945.38
         61-Balance of         25.50      136,705.50                11,392.13
               Term

         6. At all times after the Additional Space  Commencement  Date, Section
36.2 of the Lease shall be modified to provide that the Demised  Premises  shall
contain an additional 5,361 square feet  representing  the Additional  Space. In
addition,  Tenant's Occupancy  Percentage for the Additional Space shall be 2.33
percent. At all times after the Additional Space A Commencement Date (as defined
in the First Amendment), the Additional Space B Commencement Date (as defined in
the  First  Amendment)  and the  Additional  Space  Commencement  Date  (defined
herein),  the total Demised  Premises  shall consist of 111,922  square feet and
Tenant's total  Occupancy  Percentage  for the entire Demised  Premises shall be
48.55 percent.
         7. The First operating Year and First Tax Year for the Additional Space
shall mean the calendar year ending December 31, 1994. Sections 36.1 (3) and (4)
of the Lease shall be revised to reflect the aforementioned modifications

                                       3
<PAGE>

         8 . At all times after the Additional Space  Commencement Date, Section
43.1 of the Lease  shall be  modified  so that  Tenant's  License  for  Allotted
Parking shall be increased by twenty-two (22) spaces so that for all times after
the  Additional  Space  Conmencement  Date,  Section  43.1 of the Lease shall be
modified so that  Tenant's  License for Allotted  Parking shall be for a revised
total of three hundred  eighty-six  (386) cars, with fifty-eight (58) Designated
Spaces in the Garage.
         9.  Tenant  shall  be  entitled  to a  construction  allowance  for the
Additional  Space in the amount of $134,025.00  (the  "Additional  Space Maximum
Allowance").  The Additional Space Work shall not be subject to the Outside Plan
Date described in Articles 37 and 64 of the Lease; however, the Additional Space
Commencement  Date shall be subject to the conditions  enumerated in Paragraph 2
hereof.  The  Maximum  Allowance  defined in Section  64.1 of the Lease shall be
modified to include the  Additional  Space Maximum  Allowance  described  above.
Except as modified herein,  all of the terms and conditions of Article 64 of the
Lease,  including,  but not limited to Project  General  Conditions,  Profit and
Overhead, shall apply with equal force and effect to the Additional Space Work.
         10. As additional  consideration  for Tenant  entering into this Second
Amendment of Lease,  Landlord hereby grants to Tenant a moving  allowance credit
for the Additional  Space in the amount of $26,805.00 (the "Moving  Allowance").
Landlord  shall pay the  Moving  Allowance  to Tenant  an the  Additional  Space
Adjustment Date (as hereinafter defined).
    11. As  additional  consideration  for  Tenant  entering  into  this  Second
 Amendment of Lease,  Landlord  shall pay to Tenant the sum of $25,000.00 on the
 Additional Space Adjustment Date, provided Tenant is not in def ault under
                               any of the provisions of the Lease at such time.

         12. As of a date not later  than  thirty  (30) days from  theAdditional
space Commencement Date (the "Additional Space Adjustment  Date"),  Landlord and
Tenant  shall  settle the total sums owing to the parties  from one another with
respect to the 

                                       4

<PAGE>

additional space,  including any work letter items for additional
Space less than or exceeding the Additional Space Maximum  Allowance  (described
in Paragraph 8 above), the Moving Allowance  (described in Paragraph 9 above) or
the  additional  lease  inducement  described in  Paragraph 10 above.  As of the
Additional  Space Adjustment Date, ,the monies described herein shall be paid by
the appropriate party to the other.
         13.  Section  64.4 of the Lease is hereby  deleted in its  entirety and
         replaced with the following:  "64.4  Provided  Tenant is not in default
         hereunder  as of  November  1, 1998,  Landlord  agrees to  repaint  and
         recarpet  the entire  Demlsed  Premises  (inclusive  of the  Additional
         Space) with building standard  materials  provided that Landlord's cost
         for such repainting and recarpeting shall not exceed $477,862.50, which
         equates to five dollars  ($5.00) per usable  square foot.  In the event
         Tenant desires an upgrade of any wall or floor covering, Landlord shall
         grant to Tenant an allowance equal to the building  standard  materials
         (up to $477,862.50,  which equates to $5.00 per usable square foot) and
         any  excess  will be paid by Tenant to  Landlord,  on  demand.  For the
         purposes  hereof,  building  standard  carpet shall be nylon  broadloom
         carpet with a face weight of twenty six (26) ounces."

         14. The Renewal  Option  described  in Article 65 of the Lease shall be
expanded to include the entire Demised  Premises  consisting of 111,922 rentable
square feet.
         15. Tenant and Landlord each covenants,  represents and warrants to the
other  that  no  real  estate  broker  is  responsible  for  bringing  about  or
negotiating  this second  Amendment  of Lease and Tenant and  Landlord  have not
dealt  with any  broker  in  connection  with the  consummation  of this  Second
Amendment of Lease. In accordance with the foregoing representation,  Tenant and
Landlord each covenants and agrees to pay,  defend,  hold harmless and indemnify
the other and its directors,  officers,  partners,  and their affiliates  and/or
subsidiaries from and against any and all cost,  expenses,  including attorney's
fees (in settlement,  at trial or on appeal),  court costs and  disbursements or
liability  for any  commission  or other  compensation  claimed by any broker or
agent acting  through or on behalf of Tenant or  Landlord,  as  applicable  with
respect to this Second Amendment of Lease.
         16. Except as modified by this Second Amendment of Lease, the

                                       5
<PAGE>

Lease and all covenants, agreements terms and conditions thereof shall remain in
full force and affect and are hereby in all respects ratified and confirmed. The
terms and provisions of the Lease,  asmodified hereby, shall govern the Tenant's
ccupancy and use of the Demised Premises by the Additional Space.

         17. Tenant  represents that the undersigned  officer of Tenant has been
duly authorized an behalf of Tenant to enter into this Second Amendment of Lease
in accordance with the terms,  covenants and conditions set forth herein,,  and,
upon  Landlord's  request,  Tenant  shall  deliver  appropriate  evidence of the
accuracy  of  the  foregoing   representation.   Landlord  represents  that  the
undersigned  officer of Landlord has been duly  authorized on behalf of Landlord
to enter  into this  Second  Amendment  of Lease in  accordance  with the terms,
covenants and conditions set forth herein, and, upon Tenant's request,  Landlord
shall   deliver   appropriate   evidence  of  the  accuracy  of  the   foregoing
representation.
         IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  this Second
Amendment of Lease as of the day and year first above written.

Signed, sealed and delivered              LANDLORD:

IN THE PRESENCE OF OR           JARED ASSOCIATES, L.P.
ATTESTED BY                               By: Chubb Realty, Inc.,
                                                 General Partner

_________________________        By: _______________________________
Robert T. Lapidus                                   Robert Martie
Assistant: Secretary                                Vice President

                                                           TENANT:

                                               THE PRUDENTIAL INSURANCE COMPANY 
                                               OF AMERICA

  _________________________        By: _______________________________
  Regina A. Sherman                                 E. Michael Caulfield
  Prudential Preferred Financial                 President
  Services                              Prudential Preferred Financial Services



                                       6

<PAGE>


                         BELLEMEAD MANAGEMENT CO., INC.
                               4 Becker Farm Road
                           Roseland, New Jersey 07068
                               Phone: (201) 7@1110

March 10, 1994                               Ed StiCkradt

CERTIPNM MAIL
             RECEIPT REQUESTED




Mr. Edward stickradt
7ne Prudential insurance Company
477 Martinsville Road
Liberty Corner, NJ

Re:      Conmencoment Date Notice Second Amendment to Lease 477 Martinsville Roa
A
                     5Lere-ey I- 112,040 total scruare feet

Dear Mr. Stickradt:

In accordance with the terms of the second Amendment of Lease dated July 8, 1993
and by mutual consent, the Lease e@sion period commenced an follows:

        3,520 square feet January 3, 1994 1,959 @are feet January 14, 1994

The termination date for each of the  above-referenced  premises shall be Nove@r
30, 2003, which is caterminous with the balance of the leaned premises. Landlord
hereby  demands  possession  of the Demised  Premises as of November  30,  2003,
subject to Tenant's  exercise of its renewal  rights  contained in Article 65 of
the Lease.

Please                advise your Accounts  Payable  Department that the Minimum
                      Annual Rent will be increased as follows%
                      99- ET,   PERIP-D             RENT                     Y
SENT
        3,520       01/03/94-01/31/94           $68,640.00       $ 5,453.59


     1      9     01/14/94-01/31/94          $38,200.50        $ @)., 083-86

  io6:    V61     01/01/94-01/31/94          $2,034,494.52     $16.9,541..21
 .112,    040     02/01/94-06/30/94          $2, 141,-335.02   $178,44 -
                  07/01/94-07/31/94          $2,172,672.06     $181, @6. 00-
                  08/01/94-11/30/94          $2,184,780.06     $182,065.00
                  12/01/94-01/31/95          $2,247,896.10     $187,324.68
                  02/01/95-06/30/95          $2,253,375.10     $187,781.26
                  07/01/95-07/31/9S          $2,284,712.02     $190,392.67
                  08/01/95-11/30/95          $2,296,820.02     $191,401.67
                  12/01/95-01/31/96          $2,359,935.94     $196,661.33
                  02101196-06130196          $2,365,414.94     $197,117.91
<PAGE>

The Prudential Insurance Company
March io, i994
Page - 2 -


      07/01/96-07/31/96                  $2,396,751.98         $199,729.33
      OS/01/96-12/30/96                  $2,408,859.98         $200,738.33
      12/01/96-01/31/97                  $2,471,976.02         $205,998.00
      02/01/97-06/30/97                  $2,477,4SB.02         $206,454.59
      07/01/97-07/31/97                  $2,540,128.98         $211,677.52
      00/01/97-11/30/97                  $2,564,344.98         $213',695.42
      12/01/97-01/31/98                  $2,690,576.94         $224,214.95
      02/01/98-06/30/98                  $2,701,534.94         $225,127.91
      07/01/98-07/31/98                  $2,732,871.98         $227,739.33
      08/01/98-11/30/98                  $2,744,979.98         $228,748.33
      12/01/98-01/31/99                  $2,808,096-02         $234,008.00
      02/02/99-11/30/2003                $2,813,575.02         $234,464.5P


Except for the terms set f orth in the Second Amendment of Lease, all other tema
and conditions of the Lease will remain in full force and effect.

if you are in  agreement  with  the  above,  please  sign and  return  co me the
enclosed  copy of this letter  @hin-five  (5) da of your  receipt.  The original
should be attached-to and made part of the Lease.

Very truly yours,

BE                    CO., INC.
Aa X@agi

           Ball
           Assistant

AGREED TO AND ACCEPTED: @-PRUD

                                                         F,Vrl
DATE:                        BY: EA






<PAGE>


                                    EXHIBIT C

                               CONSENT TO SUBLEASE

New Valley  Corporation,  as  successor in interest to Jared  Associates,  L. P.
('Landlord),  as Landlord  under that lease dated  December 17, 1992 (the 'Prime
Lease") by and between Landlord and The Prudential  Insurance Company of America
("Prudential'  or 'Tenanf'),  hereby  grants and consents to the Sublease  dated
December  3,1996 made by and  betweeen  Tenant and Everest  Reinsurance  Company
("Everest' or "Subiessee') as Sublessee, a copy of which is attached hereto (the
"Sublease"),  covering  certain  premises  (the  "Subleased  Premises")  as more
particularly  described  in the  Sublease,  in the  building  kown  as  Westgate
Corporate Center at 477 Martinsville Road, Basking Ridge, New Jersey.

The  capitalized  terms used  herein and not  otherwise  defined  shall have the
meanings  ascribed to them in the Prime Lease.  This Consent to Sublease and the
acknowledgment   and   acceptance  of  the  terms  hereof  may  be  executed  in
counterparts, each of which shall be considered an original but constituting one
and the same document.

As conditions to this Consent, it is understood and agreed as follows:

I . Sublessee's rights in the event of Tenant default Landlord shall:
         (a)  Concurrently  with the giving to Tenant of any notice of  Tenant's
default  pursuant to the provisions of the Prime Lease,  give a duplicate of any
such default notice by certified or registered mail,  return receipt  requested,
to the Sublessee.

         (b) Permft the Sublessee, at its sole option and without any obligation
on its part so to do,  to cure or  remedy  or cause to cure or  remedy  any such
Tenant's default within the time prescribed  therefor in the Prime Lease, but in
no event shall  Sublessee  be given less than  thirty  (30) days'  notice and an
opportunity  to cure within such (30) day period.  Landlord  hereby  agrees,  in
advance,  that the curing or remedying thereof by the Sublessee within such time
shall be deemed a curing or remedy  thereof  by  Tenant.  Landlord  will  accept
performance  by Sublessee of any  covenant,  obligation or agreement on Tenant's
part to be  performed  thereunder  with the same  force  and  effect  as  though
performed by Tenant.

         (c)  Notwithstanding  any provision in Article 48 of the Prime Lease or
Articles 20 and 23(c) of the  Sublease to the  contrary,  in the event  Landlord
shall  terminate  the Prime Lease with Tenant for any reason  provided for under
the terms of the Prime  Lease or as provided by law,  then the  Sublessee  shall
have the option,  to be exercised  within  fortyfive  (45) days after receipt of
notice to it from Landlord of such termination, for itself or its



<PAGE>


terms and conditions,  including  rentals and renewals,  as the Prime Lease, the
commencement  date of such new  lease to be the  termination  date of the  Prime
Lease,  subject  only to the same  conditions  of title  as the  Prime  Lease is
subject to on the date of the execution thereof and any liens or encumbrances or
other matters caused or created by Tenant, provided that:

         (1)      Sublessee  shall make written  request upon  Landlord for such
                  new lease within ten (IO) days after service upon it of a copy
                  of the notice of terminabon;

         (2)      Sublessee  shall agree to cure with  reasonable  diligence all
                  non-monetary  defaults remaining uncured under the Prime Lease
                  as of the date of execution and delivery of the new lease;

         (3)      The  tenant  under such new lease  shall have the same  right,
                  title  and  interest  in and to the  Building  as  Tenant  had
                  therein and thereto under the Prime Lease.


2.       Landlord Approvals

     (a)  Sublessee  may  operate a  reception/secudty  desk in the lobby of the
Building, at no cost to Landlord or Tenant.

(b) Sublessee shall have the right to install  security cameras and equipment in
and around the Subleased  Premises and, subject to Landlord's  approval,  around
common  areas of the  Building,  which  cameras and  equipment  shall remain the
property of Sublessee.

     (c) The signage  provisions of Article 72 in the Prime Lease shall apply to
Sublessee.  In  addition,  Sublessee  shall be entitled to install,  at its sole
cost,

         (1) exterior signage, not attached to the Building, containing its name
and/or  corporate  logo,  subject to the reasonable  approval of Landlord.  With
respect to any signage for which  governmental  approval is  required,  Landlord
shall cooperate with Sublessee in seeking such approvals.

         (2) appropriate  signage  containing its name and corporate logo in the
Building  lobby,  on the walls of elevator  lobbies and on entrance doors to all
space under sublease by Sublessee,  subject to Landlord's reasonable approval of
same.





                                        2

<PAGE>


3.     Specific Provisions of Prime Lease and Sublease

This Consent to Sublease does not  constitute  the assumption by Landlord of any
of the  provisions of the Sublease  document or agreement  thereto or therewith;
nor shall the same be  construed  to amend the Prime Lease in any  respect,  any
purported modifications being solely for the purpose of setting forth the rights
and obligations as between Tenant and Sublessee, but not binding Landlord.


4.     Tonant's Continuing Liability

Tenant  shall be liable  to  Landlord  for any  default  under the Prime  Lease,
whether such default is caused by Tenant or Sublessee,  but the foregoing  shall
not be deemed to restrict or diminish any right which  Landlord may have against
Sublessee pursuant to the Prime Lease , in law or in equity for violation of the
Prime Lease or otherwise,  including, without limitation, the right to enjoin or
otherwise restrain any violations of the Prime Lease by Sublessee.

S.     Acceptance by Tenant and Sublessee

Tenant and  Sublessee  understand  and  acknowledge  that Landlord has agreed to
execute  this  Consent  to  Sublease   based  upon   Tenant's  and   Sublessee's
acknowledgment and acceptance of the terms and conditions hereof.

6.     Subordination

Subject to the terms of this Consent, the Sublease is, in all respects,  subject
and subordinate to the Prime Lease, as the same may be amended.  Furthermore, in
the case of any conflict  between the  provisions of this Consent to Sublease or
the Prime Lease and the  provisions  of the  Sublease,  the  provisions  of this
Consent  to  Sublease  or the Prime  Lease,  as the case may be,  shall  prevail
unaffected by the Sublease.

7.     Additional Charges

Notwithstanding  anything to the contrary herein, Tenant acknowledges and agrees
that Tenant will promptly pay to Landlord throughout the Term of the Prime Lease
any Minimum  Rent or  Adjusted  Minimum  Rent owed to  Landlord  under the Prime
Lease,  and  otherwise  comply with the  provisions of the Prime Lease which may
apply to the Subleased Premises.

8.     Services

Tenant  hereby  agrees  that  Landlord  may  furnish to the  Subleased  Premises
services  requested  by  Sublessee  other  than or in  addition  to  those to be
provided under the

                                        3

<PAGE>


Prime Lease, and bill the Sublessee directly for such services without notice to
Tenant. Sublessee hereby agrees to pay Landlord all amounts which may become due
for such services on the due dates.

S.     Notices

Landlord  shall  provide  copies of all notices  regarding  the Premises to both
Tenant and Sublessee, to:


                  Sublessor:

                           The Prudential Insurance Company of America
                           Two Gateway Center - 17th Floor
                           Newark, New Jersey 07102
                                     Attention:   Corporate Real Estate


                  With a copy to:

                           Enterprise Legal Services
                           The Prudential Insurance Company of America
                           Two Gateway Center - 17th Floor
                           Newark, New Jersey 07102

                   Attention:      Michael J. Hughes Assistant General Counsel



For the Sublessee:

         to the Subleased Premises
         Attention:        Robert P. Jacobson
         Senior Vice President and Chief Financial Officer




Notices to Landlord shall be sent to:





                                        4

<PAGE>


10.    Reservation of Rights

This Consent to Sublease  shall be deemed  limited  solely to the Sublease,  and
Landlord  reserves  the right to consent or to  withhold  consent  and all other
rights  under the Prime  Lease  with  respect  to any other  matters  including,
without limitation,  any proposed alterations and with respect to any further or
additional  subleases,  assignments  or  transfers  of the  Prime  Lease  or any
interest therein or thereto  including,  without  limitation,  a sublease or any
assignment  of  this  Sublease.  Landlord  shall  not  consent  to  any  further
modification of the Prime Lease without the prior written consent of Everest.


   Executed as of                           , 1996.


   NEW VALLEY CORPORATION                   THE PRUDENTIAL INSURANCE
   Landlord:                                COMPANY OF AMERICA
                                            Tenant:



   By:                                      By:
            its duly authorized agent

            Its:



EVEREST REINSURANCE COMPANY Sublessee:



By:


Its:





                                        5


<PAGE>


                                    EXHIBIT D

                    EARLY ACCESS AND CONSTRUCTION ACTIVITIES

This  Exhibit sets out the  permitted  access to the  Subleased  Premises by the
Sublessee and its contractors,  together with the activities permitted as of the
specified  dates,  the required  condition  of the premises and the  cooperation
required of the Sublessor. As used herein, the term "freight elevatoe' refers to
the elevator within the Subleased  Premises and "atrium elevators" refers to the
two elevators which can be used to access the Subleased Premises from the atrium
of the Building.

Commencing January 6,1997-.

Access

         - access to all of the Third Floor
         - access to the portion of the First Floor  behind the mail room and to
         the left of marketing lobby (as marked on the attached floor plan)

Activities

         -movement of contractors' employees and equipment -disassembly of 
furniture movement of furniture to and in elevator
Condition/Cooperation
         -areas should be broom clean, with all drawers and files empty; phones,
         computers,  copiers and any furniture owned by Sublesssor  removed -one
         internal  elevator  should  be  padded  and  available  exclusively  to
         Sublessee and its contractors
                  [Except as noted  herein,  the internal  elevator  will remain
                  padded and available for use by Sublessee and its  contractors
                  from January 6 through January 31, 1997]
         -basement  storage room should be empty and  available for Sublessee to
         use for  storage  -seminar  room on First  Floor  should  be empty  and
         available  for  Sublessee  to  use  for  storage  -Sublessor  will  not
         interrupt  access to the designated space -Sublessor will not interrupt
         or complain about the work on the basis of noise or inconvenience



<PAGE>


January 9, 1997:

Activities (after 4:30 p.m.)

         -movement of contractors'  employees and equipment (an agreed-upon path
         shall  be  established  and used for the  uninterrupted  access  to the
         designated  areas)   -construction  of  demising  wall  separating  new
         construction from the remainder of the First Floor

Condition/Cooperaticn

         -Sublessor will not interrupt access to the designated space -Sublessor
         will not interrupt or complain  about the work on the basis of noise or
         inconvenience

January 10, 1997:

Activities

         -movement of contractors' employees and equipment -disassembly of
                furniture

         -Sublessor movement of people and contents  out of  Subleased  Premises
                    [During the time  required  for this move,  Sublessor  shall
                    have  designated  access to the freight  elevator and one of
                    the atrium elevators]

Condition/Cooperation

         -Sublessor will not interrupt access to the designated space -Sublessor
         will not interrupt or complain  about the work on the basis of noise or
         inconvenience

Commencing January 13,1997:

Activities

         -full demolition on the Third Floor -full demolition,  if necessary, on
         the first  phase on the  First  Floor  -movement  of  materials  in the
         freight elevator

Condition/Cooperation
         -the freight elevator padded and available for movement of materials

                                        2


<PAGE>


         -1 2  contiguous  garage  spaces  adjacent to the  Bellemead  work room
         available for materials storage -Sublessor will not interrupt access to
         the designated  space  -Sublessor  will not interrupt or complain about
         the work on the basis of noise or inconvenience

January 24, 1997:

Access

         -access by electricians in the evening to remainder of First Floor and
           all of Second and Fourth Floors

Activities

         -movement of materials
-disconnect all workstations requiring disassembly
Condition/Cooperation
         -all employees of Sublessor out of Subleased  Premises  -deactivate all
         card access to Subleased premises by employees of Sublessor,  Chubb and
         Fedders  -Sublessor will not interrupt  access to the designated  space
         -Sublessor  will not interrupt or complain  about the work on the basis
         of noise or inconvenience  -Sublessor shall require dedicated access to
         freight elevator and one atrium elevator for duration of move

Commencing January 25,1997:

Activities

         -furniture installer will be on site


Condition/Cooperation

        -all floors broom swept, files cleared out, drawers emptied, phones out,
           computers out

As of January 27, 1997:



                                        3


<PAGE>


Condition/Cooperation

         -all remaining copiers,  faxes,  miscellaneous  equipment  belonging to
         Sublessor must be out of the Subleased Premises by 4:30 p.m.
         -Sublessor's PBX phone equipment must be out


It is  agreed  that  Sublessor  may  not  stop  work  by  the  Sublessee  or its
contractors on the grounds of noise or inconvenience.  The only bases upon which
Sublessor can force a suspension of work by Sublessee or its contractors are (1)
that activities other than those specified above are being  conducted,  (2) that
the activities  specified  above are being  conducted in a location or on a date
other than as specified  above or (3) if the activities  cause a manifest safety
hazard. If the schedule of dates and activities set out above changes, Sublessee
shall give Sublessor  reasonable advance notice of such changes and will provide
to Sublessor a revised schedule.





                                        4
<PAGE>