<PAGE>


                                      LEASE


                                      from:

                          CWLT ROSELAND EXCHANGE L.L.C.

                                     Lessor





                                       to:

                   AMERICAN BUSINESS FINANCIAL SERVICES, INC.

                                     Lessee



                                    Building:
                             105 Eisenhower Parkway
                              Roseland, New Jersey


<PAGE>
<TABLE>
<CAPTION>


                                                       TABLE OF CONTENTS
                                                       -----------------
<S>      <C>                                                                                                     <C>
1.       DESCRIPTION:.............................................................................................4
         -----------
2.       TERM:....................................................................................................4
         ----
3.       BASIC RENT:..............................................................................................4
         ----------
4.       USE AND OCCUPANCY:.......................................................................................4
         -----------------
5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:...............................................................4
         -----------------------------------------
6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:..................................................................7
         --------------------------------------
7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:..............................................................7
         ------------------------------------------
8.       ASSIGNMENT AND SUBLEASE:.................................................................................7
         -----------------------
9.       COMPLIANCE WITH RULES AND REGULATIONS:..................................................................11
         -------------------------------------
10.      DAMAGES TO BUILDING:....................................................................................11
         -------------------
11.      EMINENT DOMAIN:.........................................................................................12
         --------------
12.      INSOLVENCY OF LESSEE:...................................................................................12
         --------------------
13.      LESSOR'S REMEDIES ON DEFAULT:...........................................................................12
         ----------------------------
14.      DEFICIENCY:.............................................................................................12
         ----------
15.      SUBORDINATION OF LEASE:.................................................................................13
         ----------------------
16.      SECURITY DEPOSIT:.......................................................................................14
         ----------------
17.      RIGHT TO CURE LESSEE'S BREACH:..........................................................................14
         -----------------------------
18.      MECHANIC'S LIENS:.......................................................................................14
         ----------------
19.      RIGHT TO INSPECT AND REPAIR:............................................................................14
         ---------------------------
20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:.................................................15
         ------------------------------------------------------
21.      INTERRUPTION OF SERVICES OR USE:........................................................................15
         -------------------------------
22.      BUILDING STANDARD OFFICE ELECTRICAL SERVICE:............................................................16
         -------------------------------------------
23.      ADDITIONAL RENT:........................................................................................18
         ---------------
24.      LESSEE'S ESTOPPEL:......................................................................................23
         -----------------
25.      HOLDOVER TENANCY:.......................................................................................23
         ----------------
26.      RIGHT TO SHOW PREMISES:.................................................................................24
         ----------------------
27.      LESSOR'S WORK - LESSEE'S DRAWINGS:......................................................................24
         ---------------------------------
28.      WAIVER OF TRIAL BY JURY:................................................................................24
         -----------------------
29.      LATE CHARGE:............................................................................................24
         -----------
30.      LESSEE'S INSURANCE:.....................................................................................24
         ------------------

</TABLE>
                                       i

<PAGE>

<TABLE>
<CAPTION>
<S>       <C>                                                                                                    <C>
31.      NO OTHER REPRESENTATIONS:...............................................................................26
         ------------------------
32.      QUIET ENJOYMENT:........................................................................................27
         ---------------
33.      INDEMNITY:..............................................................................................27
         ---------
34.      ARTICLE HEADINGS:.......................................................................................27
         ----------------
35.      APPLICABILITY TO HEIRS AND ASSIGNS:.....................................................................27
         ----------------------------------
36.      OUTSIDE PARKING SPACES:.................................................................................27
         ----------------------
37.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY:................................................................28
         ---------------------------------------
38.      PARTIAL INVALIDITY:.....................................................................................28
         ------------------
39.      LESSEE'S BROKER:........................................................................................29
         ---------------
40.      PERSONAL LIABILITY:.....................................................................................29
         ------------------
41.      NO OPTION:..............................................................................................29
         ---------
42.      DEFINITIONS:............................................................................................29
         -----------
43.      LEASE COMMENCEMENT:.....................................................................................30
         ------------------
44.      NOTICES:................................................................................................31
         -------
45.      ACCORD AND SATISFACTION:................................................................................31
         -----------------------
46.      EFFECT OF WAIVERS:......................................................................................31
         -----------------
47.      LEASE CONDITION:........................................................................................32
         ---------------
48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:.............................................................32
         ------------------------------------------
49.      LESSOR'S RESERVED RIGHT:................................................................................32
         -----------------------
50.      CORPORATE AUTHORITY:....................................................................................32
         -------------------
51.      AFTER-HOURS USE:........................................................................................32
         ---------------
52.      LESSEE'S EXPANSION/RELOCATION:..........................................................................33
         -----------------------------
53.      BUILDING PERMIT:........................................................................................33
         ---------------
54.      RIGHT OF FIRST OFFER:...................................................................................34
         --------------------
55.      TERMINATION OPTION:.....................................................................................36
         ------------------
56.      FOOD SERVICE:...........................................................................................37
         ------------
57.      FURNITURE AND PHONE SYSTEM:.............................................................................38
         --------------------------

</TABLE>
                                       ii
<PAGE>

         LEASE, is made the _____ day of _________, 2003 between CWLT ROSELAND
EXCHANGE L.L.C. (herein referred to as "Lessor") whose address is c/o Mack-Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and AMERICAN
BUSINESS FINANCIAL SERVICES, INC. (herein referred to as "Lessee") whose address
is 111 Presidential Boulevard, Bala Cynwyd, Pennsylvania 19004.

                                    PREAMBLE
                                    --------

                     BASIC LEASE PROVISIONS AND DEFINITIONS

In addition to other terms elsewhere defined in this Lease, the following terms
whenever used in this Lease shall have only the meanings set forth in this
section, unless such meanings are expressly modified, limited or expanded
elsewhere herein.

1.       ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent
         payable by Lessee to Lessor pursuant to the provisions of the Lease.

2.       BASE PERIOD COSTS shall mean the following:

         A.    Base Operating Costs: Those Operating Costs incurred during
               Calendar Year 2003.

         B.    Base Real Estate Taxes: Those Real Estate Taxes incurred during
               Calendar Year 2003.

         C.    Insurance Cost Expense Stop: $39,600.00

         D.    Utility and Energy Costs Expense Stop: $220,000.00

3.       BUILDING shall mean 105 Eisenhower Parkway, Roseland, New Jersey.

4.       BUILDING HOLIDAYS shall be those shown on Exhibit E.

5.       BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 7:00 p.m.,
         and Saturdays 8:00 a.m. to 1:00 p.m., but excluding those holidays as
         set forth on Exhibit E attached hereto and made a part hereof, except
         that Common Facilities, lighting in the Building and Office Building
         Area shall be maintained for such additional hours as, in Lessor's sole
         judgement, is necessary or desirable to insure proper operating of the
         Building and Office Building Area.

6.       COMMENCEMENT DATE is May 27, 2003 and shall for purposes hereof be
         subject to Articles 27 and 43 hereof. In no event shall the
         Commencement Date be earlier than May 27, 2003. In any event, the
         Commencement Date shall not occur until the Monday following the date
         of Lessor's substantial completion of the Premises (as more fully set
         forth in Article 27 and Exhibit C hereof). If such Monday is a Building
         Holiday set forth on Exhibit E, then the Commencement Date shall be on
         the Tuesday immediately following such Building Holiday. Lessor shall
         give Lessee not less than three (3) weeks prior notice of Lessor's
         substantial completion of the Premises.

7.       DEMISED PREMISES OR PREMISES shall be deemed to be 31,160 gross
         rentable square feet on the fourth (4th) floor of the Building as shown
         on Exhibit A attached hereto, which includes an allocable share of the
         Common Facilities as defined in Article 42(b). The parties acknowledge
         that the gross rentable area of the Premises is still subject to the
         approval of the plans for such space by both parties. Upon the approval
         of the plans for such space by both parties, the parties shall enter
         into a supplement to this Lease confirming the gross rentable area of
         the Premises and any adjustments to the Fixed Basic Rent payable by
         Lessee, Lessee's Percentage, the Termination Fee and Lessor's
         Allowance.

                                       1
<PAGE>

8.       EXHIBITS shall be the following, attached to this Lease and
         incorporated herein and made a part hereof.

              Exhibit A                     Location of Premises
              Exhibit A-1                   Office Building Area
              Exhibit B                     Rules and Regulations
              Exhibit C                     Lessor's Work
              Exhibit C-1                   Air Conditioning &
                                            Heating Design Standards
              Exhibit D                     Cleaning Services
              Exhibit E                     Building Holidays
              Exhibit F                     Tenant Estoppel Certificate
              Exhibit G                     Commencement Date Agreement
              Exhibit H                     Letter of Credit

9.       EXPIRATION DATE shall be the last day of the month in which the day
         before the eight (8) year and eight (8) month anniversary of the
         Commencement Date occurs, subject to Article 55 hereof.

10.      FIXED BASIC RENT shall be payable as follows:

         Month             Yearly Rate               Monthly Installment
         -----             -----------               -------------------
         1-8               $0.00                     $0.00
         9-36              $763,420.00               $63,618.33
         37-60             $825,740.00               $68,811.67
         61-104            $888,060.00               $74,005.00

11.      LESSEE'S BROKER shall mean none.

12.      LESSEE'S PERCENTAGE shall be 14.16% subject to adjustment as provided
         for in Article 42(d).

13.      OFFICE BUILDING AREA is as set forth on Exhibit A-1.

14.      PARKING SPACES shall mean a total of 133 spaces.

              Reserved:   8 (such spaces to be designated for Lessee's sole use)

              Unassigned: 125

15.      PERMITTED USE Lessee shall use and occupy the Premises as an office for
         general office and administrative purposes, data processing, training
         and for all lawful functions and purposes ancillary to general office
         and administrative purposes and for no other purpose.

16.      SECURITY DEPOSIT shall be $206,435.01.

         Lessee may deliver to Lessor, in lieu of the cash deposit set forth in
         this Article an irrevocable negotiable letter of credit issued by and
         drawn upon such commercial bank selected by Lessee and acceptable to
         Lessor (at its sole discretion) and in form and content acceptable to
         Lessor (also at its sole discretion) (the form attached hereto as
         Exhibit H shall be deemed acceptable to Lessor) for the account of
         Lessor, in the sum of $206,435.01. Said letter of credit shall be for a
         term of not less than one (l) year and shall be renewed by Lessee
         (without notice from Lessor) no later than thirty (30) days prior to
         its expiration, and the expiration of each replacement thereof, until
         Lessor shall be required to return the security to Lessee pursuant to
         the terms of this Lease but in no event earlier than thirty (30) days
         after the Expiration Date, and each such renewed letter of credit shall
         be delivered to Lessor no later than sixty (60) days prior to the
         expiration of the letter of credit then held by Lessor. If any portion
         of the security deposit shall be utilized by Lessor in the manner
         permitted by this Lease, Lessee shall, within five (5) business days
         after request by Lessor, replenish the security account by depositing
         with Lessor, in cash or by letter of credit, an amount equal to that
         utilized by Lessor. Failure of Lessee to comply strictly with the
         provisions of this Article shall constitute a material breach of this
         Lease and Lessor shall be entitled to present the letter of credit then
         held by it for payment (without notice to Lessee). If the cash security
         is converted into a letter of credit, the provisions with respect to
         letters of credit shall apply (with the necessary changes in points of
         detail) to such letter of credit deposit. In the event of a bank
         failure or insolvency affecting the letter of credit, Lessee shall
         replace same within twenty (20) days after being requested to do so by
         Lessor. Lessee shall pay all reasonable transfer fees required by the
         bank issuing the letter of credit in connection with a transfer of the
         letter of credit by Lessor.

                                       2
<PAGE>


         Provided that (i) this Lease is in full force and effect and (ii)
         Lessee is not in and has not been in default hereunder, Lessee, upon
         request to Lessor, shall reduce the Security Deposit to $68,811.67 on
         the fifth (5th) anniversary of the Commencement Date. In the event
         Lessee provides all or a part of the security deposit in the form of
         cash, Lessor shall, if such cash amount exceeds $25,000, hold such sums
         in an interest bearing, fully FDIC or FSLIC insured money market
         account (the "Account"). Any interest from the Account shall be
         returned to Lessee on an annual basis, subject to Lessor's right to
         apply same. The unapplied portion of any cash Security Deposit will be
         returned to Lessee together with any interest in the Account no later
         than thirty (30) days after the termination of the Lease. Lessee shall
         pay Lessor a reasonable administrative fee for maintaining the Account.

17.      TERM shall mean eight (8) years and eight (8) months from the
         Commencement Date, plus the number of days, if any, to have the Lease
         expire on the last day of a calendar month, unless extended pursuant to
         any option contained herein.


                              -- End of Preamble --



                                       3
<PAGE>


                               W I T N E S S E T H
                               - - - - - - - - - -

         For and in consideration of the covenants herein contained, and upon
the terms and conditions herein set forth, Lessor and Lessee agree as follows:

1.       DESCRIPTION:
         -----------

         Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor,
         the Premises as defined in the Preamble which includes an allocable
         share of the Common Facilities, as shown on the plan or plans,
         initialed by the parties hereto, marked Exhibit A attached hereto and
         made part of this Lease in the Building as defined in the Preamble,
         (hereinafter called the "Building") which is situated on that certain
         parcel of land (hereinafter called "Office Building Area") as described
         on Exhibit A-1 attached hereto and made part of this Lease, together,
         with the right to use in common with other lessees of the Building,
         their invitees, customers and employees, those public areas of the
         Common Facilities as hereinafter defined.

2.       TERM:
         ----

         The Premises are leased for a term to commence on the Commencement
         Date, and to end at 12:00 midnight on the Expiration Date, all as
         defined in the Preamble.

3.       BASIC RENT:
         ----------

         The Lessee shall pay to the Lessor during the Term, the Fixed Basic
         Rent as defined in the Preamble (hereinafter called "Fixed Basic Rent")
         payable in such coin or currency of the United States of America as at
         the time of payment shall be legal tender for the payment of public and
         private debts. The Fixed Basic Rent shall accrue at the Yearly Rate as
         defined in the Preamble and shall be payable, in advance, on the first
         day of each calendar month during the Term at the Monthly Installments
         as defined in the Preamble, except that a proportionately lesser sum
         may be paid for the first and last months of the Term of this Lease if
         the Term commences on a day other than the first day of the month, in
         accordance with the provisions of this Lease herein set forth. Lessor
         acknowledges receipt from Lessee of the first monthly installment by
         check, subject to collection, for Fixed Basic Rent for the first month
         of the Lease Term. Lessee shall pay Fixed Basic Rent, and any
         Additional Rent as hereinafter provided, to Lessor at Lessor's above
         stated address, or at such other place as Lessor may designate in
         writing, without demand and without counterclaim, deduction or set off.

4.       USE AND OCCUPANCY:
         -----------------

         Lessee shall use and occupy the Premises for the Permitted Use as
         defined in the Preamble.

         Lessee hereby acknowledges "no smoking" is permitted in the Common
         Facilities. If at any time during the Term of this Lease, Lessee adopts
         a policy prohibiting Lessee, its employees, agents or invitees from
         smoking within the Premises, Lessee shall use its best efforts to
         enforce Lessor's policy prohibiting its employees, agents or invitees
         from smoking within the Common Facilities including the areas outside
         the Building's main entrance.

5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:
         -----------------------------------------

         (a)      Lessee shall commit no act of waste and shall take good care
                  of the Premises and the fixtures and appurtenances therein,
                  and shall, in the use and occupancy of the Premises, conform
                  to all laws, orders and regulations of the federal, state and
                  municipal governments or any of their departments affecting
                  the Premises and with any and all environmental requirements
                  resulting from the Lessee's use of the Premises, this covenant
                  to survive the expiration or sooner termination of the Lease.


                                       4
<PAGE>

                  Lessor shall, subject to the same being included in Operating
                  Costs, make all necessary repairs to the Premises, Common
                  Facilities and to the assigned parking areas, if any, except
                  where the repair has been made necessary by misuse or neglect
                  by Lessee or Lessee's agents, servants, visitors or licensees,
                  in which event Lessor shall nevertheless make the repair but
                  Lessee shall pay to Lessor, as Additional Rent, immediately
                  upon demand, the costs therefor. All improvements made by
                  Lessee to the Premises, which are so attached to the Premises,
                  shall become the property of Lessor upon installation. Not
                  later than the last day of the Term, Lessee shall, at Lessee's
                  expense, remove all Lessee's personal property and those
                  improvements made by Lessee which have not become the property
                  of Lessor, including trade fixtures, cabinetwork, movable
                  paneling, partitions and the like; repair all injury done by
                  or in connection with the installation or removal of said
                  property and improvements; and surrender the Premises in as
                  good condition as they were at the beginning of the Term,
                  reasonable wear and tear and damage by fire, the elements,
                  casualty or other cause not due to the misuse or neglect by
                  Lessee, Lessee's agents, servants, visitors or licensees
                  excepted. All other property of Lessee remaining on the
                  Premises after the last day of the Term of this Lease shall be
                  conclusively deemed abandoned and may be removed by Lessor,
                  and Lessee shall reimburse Lessor for the cost of such
                  removal. Lessor may have any such property stored at Lessee's
                  risk and expense.

         ENVIRONMENTAL
         -------------

         (b)      Compliance with Environmental Laws. Lessee shall, at Lessee's
                  own expense, promptly comply with each and every federal,
                  state, county and municipal environmental law, ordinance,
                  rule, regulation, order, directive and requirement, now or
                  hereafter existing ("Environmental Laws"), applicable to the
                  Premises, Lessee, Lessee's operations at the Premises, or all
                  of them. Notwithstanding the preceding, Lessee shall be
                  entitled to use office cleaning products and other such items
                  that are typically used in connection with general office
                  maintenance.

         (c)      ISRA Compliance. Lessee shall, at Lessee's own expense, comply
                  with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et
                  seq., the regulations promulgated thereunder and any amending
                  and successor legislation and regulations ("ISRA").

         (d)      Information to Lessor. At no expense to Lessor, Lessee shall
                  promptly provide all information and sign all documents
                  requested by Lessor with respect to compliance with
                  Environmental Laws.

         (e)      Lessor Audit. Lessee shall permit Lessor and its
                  representatives access to the Premises, from time to time, to
                  conduct an environmental assessment, investigation and
                  sampling, all at Lessee's own expense. When entering the
                  Premises, Lessor shall use reasonable efforts to minimize
                  interference with Lessee's use of the Premises.

         (f)      Lessee Remediation. Should any assessment, investigation or
                  sampling reveal the existence of any spill, discharge or
                  placement of Contaminants in, on, under, or about, or
                  migrating from or onto the Premises, the Building or the
                  Office Building Area, to the extent resulting from the action
                  or omission of Lessee or a "Lessee Representative", then, in
                  addition to being in default under this Lease and Lessor
                  having all rights available to Lessor under this Lease and by
                  law by reason of such default, Lessee shall, at Lessee's own
                  expense, in accordance with Environmental Laws, undertake all
                  action required by Lessor and any governmental authority,
                  including, without limitation, promptly obtaining and
                  delivering to Lessor an unconditional No Further Action
                  Letter. For purposes of this Article, the term "Lessee's
                  Representative" shall mean any shareholder, officer, director,
                  member, partner, employee, agent, contractor, licensee,
                  assignee, sublessee or invitee of Lessee. In no event shall
                  any of Lessee's remedial action involve engineering or
                  institutional controls, a groundwater classification exception
                  area or well restriction area, and Lessee's remedial action
                  shall meet the legally required remediation standards for
                  soil, surface water, groundwater and drinking water. Promptly
                  upon completion of all required investigatory and remedial
                  activities, Lessee shall, at Lessee's own expense, to Lessor's
                  satisfaction, restore the affected areas of the Premises, the
                  Building or the Office Building Area, as the case may be, from
                  any damage or condition caused by the investigatory or
                  remedial work.

                                       5
<PAGE>

         (g)      Environmental Questionnaire. Upon Lessor's request,
                  contemporaneously with the signing and delivery of this Lease,
                  and thereafter upon renewal of the lease, if at all, Lessee
                  shall complete, execute and deliver to Lessor an environmental
                  questionnaire in form and substance satisfactory to Lessor.

         (h)      Environmental Documents and Conditions. For purposes of this
                  Article, the term "Environmental Documents" shall mean all
                  environmental documentation concerning the Building or the
                  Office Building Area, of which the Premises is a part, or its
                  environs, in the possession or under the control of Lessee,
                  including, without limitation, plans, reports, correspondence
                  and submissions. During the term of this Lease and
                  subsequently, promptly upon receipt by Lessee or Lessee's
                  Representatives, Lessee shall deliver to Lessor all
                  Environmental Documents concerning or generated by or on
                  behalf of Lessee, whether currently or hereafter existing. In
                  addition, Lessee shall promptly notify Lessor of any
                  environmental condition of which Lessee has knowledge, which
                  may exist in, on, under, or about, or may be migrating from or
                  onto the Building or the Office Building Area.

         (i)      Lessor's Right to Perform Lessee's Obligations.
                  Notwithstanding anything to the contrary set forth in this
                  Lease, in the event, pursuant to this Lease, Lessee is
                  required to undertake any sampling, assessment, investigation
                  or remediation with respect to the Premises, the Building or
                  the Office Building Area, as the case may be, then, at
                  Lessor's discretion, Lessor shall have the right, upon notice
                  to Lessee, from time to time, to perform such activities at
                  Lessee's expense, and all sums incurred by Lessor shall be
                  paid by Lessee, as Additional Rent, upon demand.

         (j)      Indemnity. Lessee shall indemnify, defend and hold harmless
                  Lessor, Lessor's officers, directors, shareholders, employees
                  and personal or legal representatives from and against any and
                  all claims, liabilities, losses, damages, penalties and costs,
                  foreseen or unforeseen, including, without limitation,
                  counsel, engineering and other professional or expert fees,
                  which an indemnified party may incur resulting directly or
                  indirectly, wholly or partly from Lessee's actions or
                  omissions with regard to Lessee's obligations under this
                  Article.

         (k)      Survival. This Article shall survive the expiration or earlier
                  termination of this lease. Lessee's failure to abide by the
                  terms of this Article shall be restrainable or enforceable, as
                  the case may be, by injunction.

         (l)      Interpretation. The obligations imposed upon Lessee under
                  subparagraphs (a) through (j) above are in addition to and are
                  not intended to limit, but to expand upon, the obligations
                  imposed upon Lessee under this Article 5. As used in this
                  Article, the term "Contaminants" shall include, without
                  limitation, any regulated substance, toxic substance,
                  hazardous substance, hazardous waste, pollution, pollutant,
                  contaminant, petroleum, asbestos or polychlorinated biphenyls,
                  as defined or referred to in any Environmental Laws. Where a
                  law or regulation defines any of these terms more broadly then
                  another, the broader definition shall apply.

         (m)      Lessor represents to Lessee that, to the best of its actual
                  knowledge, the Premises and Building shall on the date of
                  delivery thereof to Lessee be free from unlawful quantities of
                  Contaminants and in compliance with all State, Federal and
                  local laws, codes, regulations and requirements relating to
                  environmental matters. Lessor shall indemnify and hold Lessee
                  harmless from and against any and all damage, loss or
                  liability (excluding consequential and punitive damages)
                  actually incurred by Lessee directly resulting from the breach
                  by Lessor of the foregoing representation and warranty, and
                  shall be responsible for the remediation (in accordance with
                  applicable laws) of Contaminants unlawfully located in the
                  Premises and the Building on the date Lessor delivers the same
                  to Lessee, unless presence or release of such unlawful
                  Contaminants results from any act and/or omission of Lessee or
                  a Lessee Representative. In no event shall Lessee be
                  responsible for the remediation of Contaminants, unless the
                  presence or release of such Contaminants results from any act
                  and/or omission of Lessee or a Lessee Representative.

                                       6
<PAGE>

6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS:
         --------------------------------------

         Lessee shall not, without first obtaining the written consent of
         Lessor, make any alterations, additions or improvements in, to or about
         the Premises.

         Notwithstanding the foregoing, Lessor's consent shall not be
         unreasonably withheld, conditioned or delayed for the following
         non-structural, interior alterations which do not affect the systems of
         the Building (such as electrical, water and HVAC) or does not require a
         building permit: carpeting, wallcovering, painting or other similar
         work of a decorative nature, the installation of built-ins, or the
         installation and reconfiguration of interior partitions which do not
         penetrate the finished ceiling, and reconfiguration and supplementing
         of cabling and wiring. If Lessor consents to any alterations,
         improvements or additions, it may impose such reasonable conditions
         with respect thereto as Lessor deems appropriate, including, without
         limitation, Lessor's reasonable approval of the contractors to perform
         the work, contractor's lien waivers, insurance against liabilities
         which may arise out of such work, plans, and specifications and permits
         necessary for such work. All work done by Lessee or its contractors
         pursuant to and in accordance with this Article 6, or otherwise shall
         be done in a first-class workmanlike manner, using only good grades of
         materials and without unreasonably disturbing other lessees, shall be
         done in compliance with all insurance requirements and all applicable
         laws or ordinances and rules and regulations of governmental
         departments or agencies, and all landmark or historical designation
         requirements, and shall be done by responsible contractors and
         subcontractors approved by Lessor in advance whose engagement will not
         in Lessor's reasonable opinion, and in fact does not, result in any
         labor dispute at the Building, whether in connection with any
         construction at the Building, the operation of the Building or
         otherwise.

7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:
         ------------------------------------------

         Lessee shall not do or suffer anything to be done on the Premises which
         will increase the rate of fire insurance on the Building. Provided that
         no activity consistent with a Permitted Use may result in a breach of
         this obligation.

8.       ASSIGNMENT AND SUBLEASE:
         -----------------------

         Provided Lessee is not in default of any provisions of this Lease,
         Lessee may assign or sublease the within Lease to any party subject to
         the following:

         a.       In the event Lessee desires to assign this Lease or sublease
                  all or part of the Premises to any other party, the terms and
                  conditions of such assignment or sublease shall be
                  communicated to the Lessor in writing no less than ninety (90)
                  days prior to the effective date of any such sublease or
                  assignment, and, prior to such effective date, the Lessor
                  shall have the option, exercisable in writing to the Lessee,
                  to: (i) sublease such space from Lessee at the lower rate of
                  (a) the rental rate per rentable square foot of Fixed Basic
                  Rent and Additional Rent then payable pursuant to this Lease
                  or (b) the terms set forth in the proposed sublease, (ii)
                  recapture in the case of subletting, that portion of the
                  Premises to be sublet or all of the Premises in the case of an
                  assignment ("Recapture Space") so that such prospective
                  sublessee or assignee shall then become the sole Lessee of
                  Lessor hereunder, or (iii) recapture the Recapture Space for
                  Lessor's own use and the within Lessee shall be fully released
                  from any and all obligations hereunder with respect to the
                  Recapture Space. Notwithstanding the foregoing, Lessor shall
                  have no right to exercise its rights pursuant to clauses (i),
                  (ii) or (iii) above, if the space that Lessee proposes to
                  sublet is less than thirty-three and one-third percent
                  (33 1/3%) of the Premises and the term of such subletting
                  including renewal options, if any, is to expire at any time
                  prior to the end of the seventh (7th) Lease Year.

                                       7
<PAGE>

         b.       In the event that the Lessor elects not to recapture the Lease
                  or relet the Premises as hereinabove provided, the Lessee may
                  nevertheless assign this Lease or sublet the whole or any
                  portion of the Premises, subject to the Lessor's prior written
                  consent, which consent shall not be unreasonably withheld,
                  conditioned or delayed, on the basis of the following terms
                  and conditions:

                  i.       The Lessee shall provide to the Lessor the name and
                           address of the assignee or sublessee.

                  ii.      The assignee shall assume, by written instrument, all
                           of the obligations of this Lease, and a copy of such
                           assumption agreement shall be furnished to the Lessor
                           within ten (10) days of its execution. Any sublease
                           shall expressly acknowledge that said sublessee's
                           rights against Lessor shall be no greater than those
                           of Lessee. Lessee further agrees that notwithstanding
                           any such subletting, no other and further subletting
                           of the Premises by Lessee or any person claiming
                           through or under Lessee shall or will be made except
                           upon compliance with and subject to the provisions of
                           this Article 8.

                  iii.     Each sublease shall provide that it is subject and
                           subordinate to this Lease and to the matters to which
                           this Lease is or shall be subordinate, and that in
                           the event of default by Lessee under this Lease,
                           Lessor may, at its option, take over all of the
                           right, title and interest of Lessee, as sublessor,
                           under such sublease, and such sublessee shall, at
                           Lessor's option, attorn to Lessor pursuant to the
                           then executory provisions of such sublease, except
                           that Lessor shall not (i) be liable for any previous
                           act or omission of Lessee under such sublease or,
                           (ii) be subject to any offset not expressly provided
                           in such sublease which theretofore accrued to such
                           sublease to which Lessor has not specifically
                           consented in writing or by any previous prepayment of
                           more than one month's rent.

                  iv.      The Lessee and each assignee shall be and remain
                           liable for the observance of all the covenants and
                           provisions of this Lease, including, but not limited
                           to, the payment of Fixed Basic Rent and Additional
                           Rent reserved herein, through the entire Term of this
                           Lease, as the same may be renewed, extended or
                           otherwise modified.

                  v.       The Lessee and any assignee shall promptly pay to
                           Lessor fifty percent (50%) of any consideration
                           received for any assignment and/or fifty percent
                           (50%) of the rent, as and when received, in excess of
                           the Rent required to be paid by Lessee for the area
                           sublet computed on the basis of an average square
                           foot rent for the gross square footage Lessee has
                           leased.

                  vi.      In any event, the acceptance by the Lessor of any
                           rent from the assignee or from any of the subtenants
                           or the failure of the Lessor to insist upon a strict
                           performance of any of the terms, conditions and
                           covenants herein shall not release the Lessee herein,
                           nor any assignee assuming this Lease, from any and
                           all of the obligations herein during and for the
                           entire Term of this Lease.

                  vii.     In Lessor's reasonable judgment, the proposed
                           assignee or subtenant is engaged in a business or
                           activity, and the Premises, or the relevant part
                           thereof, will be used in a manner, which (a) is in
                           keeping with the then standard of the Building as a
                           first class office building and (b) is limited to the
                           use of the Premises as general offices.

                  viii.    The proposed assignee or subtenant shall be an entity
                           which has existed for at least one (1) year and is
                           not then an occupant of any part of the Building or
                           any other building then owned by Lessor or its
                           affiliates within Roseland, New Jersey.

                  ix.      The proposed assignee or subtenant is not an entity
                           or a person with whom Lessor is or has been, within
                           the preceding six (6) month period, negotiating to
                           lease space in the Building or any other building
                           owned by Lessor or its affiliates within Roseland,
                           New Jersey.

                                      8


<PAGE>

                  x.       There shall not be more than one (1) subtenant in the
                           Premises.

                  xi.      Lessee shall not advertise the subtenancy for less
                           than the then current market rent per rentable square
                           foot for the Premises as though the Premises were
                           vacant.

                  xii.     Lessee shall not have (a) publicly advertised the
                           availability of the Premises without prior notice to
                           Lessor, nor shall any advertisement state the name
                           (as distinguished from the address) of the Building
                           or (b) listed the Premises for subletting or
                           assignment with other than a broker, agent or
                           representative who waives any entitlement to a
                           commission or other fee from Lessor in the event of a
                           recapturing of the Premises;

                  xiii.    The proposed occupancy shall not, in Lessor's
                           reasonable opinion, increase the density of
                           population using the Demised Premises to exceed one
                           (1) person per 250 gross rentable square feet of
                           space or exceed the parking allocation presently
                           provided for in this Lease;

                  xiv.     The proposed assignee or subtenant shall only use the
                           Premises for the Permitted Use and shall not be
                           engaged in any of the following:

                           (a)      educational, including but not limited to,
                                    instructional facilities and correspondence
                                    schools;
                           (b)      employment agencies;
                           (c)      model agencies;
                           (d)      photographic studios or laboratories;
                           (e)      spas, health, physical fitness or exercise
                                    salons;
                           (f)      small loan offices;
                           (g)      real estate brokerage or real estate sales
                                    offices open to the general public or
                                    construction offices;
                           (h)      medical or dental facilities, including
                                    professional offices, treatment facilities,
                                    dispensaries or laboratories;
                           (i)      federal, state or local government offices;
                           (j)      so-called boiler room operations;
                           (k)      retail stock brokerage offices; and
                           (l)      religious organizations making facilities
                                    available to congregations for uses other
                                    than business purposes; and
                           (m)      executive office suite use.

                  xv.      The proposed assignee or subtenant shall not be
                           entitled, directly or indirectly, to diplomatic or
                           sovereign immunity and shall be subject to the
                           service of process in, and the jurisdiction of, the
                           state courts of New Jersey.

                  xvi.     Lessor shall require a FIVE HUNDRED AND 00/100 DOLLAR
                           ($500.00) payment to cover its handling charges for
                           each request for consent to any sublet or assignment
                           prior to its consideration of the same. Lessee
                           acknowledges that its sole remedy with respect to any
                           assertion that Lessor's failure to consent to any
                           sublet or assignment is unreasonable shall be the
                           remedy of specific performance and Lessee shall have
                           no other claim or cause of action against Lessor as a
                           result of Lessor's actions in refusing to consent
                           thereto.

         c.       If Lessee is a corporation other than a corporation whose
                  stock is listed and traded on a nationally recognized stock
                  exchange, the provisions of Sub-section a. shall apply to a
                  transfer (however accomplished, whether in a single
                  transaction or in a series of related or unrelated
                  transactions) of stock (or any other mechanism such as, by way
                  of example, the issuance of additional stock, a stock voting
                  agreement or change in class(es) of stock) which results in a
                  change of control of Lessee as if such transfer of stock (or
                  other mechanism) which results in a change of control of
                  Lessee were an assignment of this Lease, and if Lessee is a
                  partnership or joint venture, said provisions shall apply with
                  respect to a transfer (by one or more transfers) of an


                                       9
<PAGE>

                  interest in the distributions of profits and losses of such
                  partnership or joint venture (or other mechanism, such as, by
                  way of example, the creation of additional general partnership
                  or limited partnership interests) which results in a change of
                  control of such a partnership or joint venture, as if such
                  transfer of an interest in the distributions of profits and
                  losses of such partnership or joint venture which results in a
                  change of control of such partnership or joint venture were an
                  assignment of this Lease; but said provisions shall not apply
                  to transactions with a corporation into or with which Lessee
                  is merged or consolidated or to which all or substantially all
                  of Lessee's assets are transferred or to any corporation which
                  controls or is controlled by Lessee or is under common control
                  with Lessee, provided that in the event of such merger,
                  consolidation or transfer of all or substantially all of
                  Lessee's assets (i) the successor to Lessee has a net worth
                  computed in accordance with generally accepted accounting
                  principles at least equal to the greater of (1) the net worth
                  of Lessee immediately prior to such merger, consolidation or
                  transfer, or (2) the net worth of Lessee herein named on the
                  date of this Lease, and (ii) proof satisfactory to Lessor of
                  such net worth shall have been delivered to Lessor at least 10
                  days prior to the effective date of any such transaction.

         d.       In the event that any or all of Lessee's interest in the
                  Premises and/or this Lease is transferred by operation of law
                  to any trustee, receiver, or other representative or agent of
                  Lessee, or to Lessee as a debtor in possession, and
                  subsequently any or all of Lessee's interest in the Premises
                  and/or this Lease is offered or to be offered by Lessee or any
                  trustee, receiver, or other representative or agent of Lessee
                  as to its estate or property (such person, firm or entity
                  being hereinafter referred to as the "Grantor"), for
                  assignment, conveyance, lease, or other disposition to a
                  person, firm or entity other than Lessor (each such
                  transaction being hereinafter referred to as a "Disposition"),
                  it is agreed that Lessor has and shall have a right of first
                  refusal to purchase, take, or otherwise acquire, the same upon
                  the same terms and conditions as the Grantor thereof shall
                  accept upon such Disposition to such other person, firm, or
                  entity; and as to each such Disposition the Grantor shall give
                  written notice to Lessor in reasonable detail of all of the
                  terms and conditions of such Disposition within thirty (30)
                  days next following its determination to accept the same but
                  prior to accepting the same, and Grantor shall not make the
                  Disposition until and unless Lessor has failed or refused to
                  accept such right of first refusal as to the Disposition, as
                  set forth herein.

                  Lessor shall have thirty (30) days next following its receipt
                  of the written notice as to such Disposition in which to
                  exercise the option to acquire Lessee's interest by such
                  Disposition, and the exercise of the option by Lessor shall be
                  effected by notice to that effect sent to the Grantor; but
                  nothing herein shall require Lessor to accept a particular
                  Disposition or any Disposition, nor does the rejection of any
                  one such offer of first refusal constitute a waiver or release
                  of the obligation of the Grantor to submit other offers
                  hereunder to Lessor. In the event Lessor accept such offer of
                  first refusal, the transaction shall be consummated pursuant
                  to the terms and conditions of the Disposition described in
                  the notice to Lessor. In the event Lessor rejects such offer
                  of first refusal, Grantor may consummate the Disposition with
                  such other person, firm, or entity; but any decrease in price
                  of more than two percent (2%) of the price sought from Lessor
                  or any change in the terms of payment for such Disposition
                  shall constitute a new transaction requiring a further option
                  of first refusal to be given to Lessor hereunder.

         e.       Without limiting any of the provisions of Articles 12 and 13,
                  if pursuant to the Federal Bankruptcy Code (herein referred to
                  as the "Code"), or any similar law hereafter enacted having
                  the same general purpose, Lessee is permitted to assign this
                  Lease notwithstanding the restrictions contained in this
                  Lease, adequate assurance of future performance by an assignee
                  expressly permitted under such Code shall be deemed to mean
                  the deposit of cash security in an amount equal to a sum as is
                  commercially reasonable under the circumstances, which deposit
                  shall be held by Lessor for the balance of the Term, without
                  interest, as security for the full performance of all of
                  Lessee's obligations under this Lease, to be held and applied
                  in the manner specified for security in Article 16.

                                       10
<PAGE>

         f.       Except as specifically set forth above, no portion of the
                  Premises or of Lessee's interest in this Lease may be acquired
                  by any other person or entity, whether by assignment,
                  mortgage, sublease, transfer, operation of law or act of the
                  Lessee, nor shall Lessee pledge its interest in this Lease or
                  in any security deposit required hereunder.


9.       COMPLIANCE WITH RULES AND REGULATIONS:
         -------------------------------------

         Lessee shall observe and comply with the rules and regulations
         hereinafter set forth in Exhibit B attached hereto and made a part
         hereof and with such further reasonable rules and regulations as Lessor
         may prescribe, on written notice to the Lessee, for the safety, care
         and cleanliness of the Building and the comfort, quiet and convenience
         of other occupants of the Building. Lessee shall not place a load upon
         any floor of the Premises exceeding the floor load per square foot area
         which it was designed to carry and which is allowed by law; it being
         understood and agreed, however, that Lessor architect is designing
         floor supports to accommodate Lessee's load requirements. Lessor
         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 Lessee, at Lessee's expense, in settings
         sufficient, in Lessor's reasonable judgement, to absorb and prevent
         vibration, noise and annoyance.

10.      DAMAGES TO BUILDING:
         -------------------

         If the Building is damaged by fire or any other cause to such extent
         the cost of restoration, as reasonably estimated by Lessor, will equal
         or exceed twenty-five percent (25%) of the replacement value of the
         Building (exclusive of foundations) just prior to the occurrence of the
         damage, then Lessor may, no later than the sixtieth (60th) day
         following the date of damage, give Lessee a notice of election to
         terminate this Lease, or if the cost of restoration will equal or
         exceed fifty percent (50%) of such replacement value and if the
         Premises shall not be reasonably usable for the purpose for which they
         are leased hereunder, or if restoration of the damage will require more
         than one hundred eighty (180) days to complete or if such damage is not
         fully repaired and reasonable access to the Premises restored within
         one hundred (180) days from the date of damage, then, in any such
         event, Lessee may, no later than the sixtieth (60th) day following the
         date of damage or following the end of said one hundred eighty (180)
         day period, give Lessor a notice of election to terminate this Lease.
         In either said event of election, this Lease shall be deemed to
         terminate on the thirtieth (30th) day after the giving of said notice,
         and Lessee shall surrender possession of the Premises within a
         reasonable time thereafter, and the Fixed Basic Rent, and any
         Additional Rent, shall be apportioned as of the date of said casualty
         and any Fixed Basic Rent or Additional Rent paid for any period beyond
         said date shall be repaid to Lessee. If the cost of restoration shall
         not entitle Lessor to terminate this Lease, or if, despite the cost,
         Lessor does not elect to terminate this Lease, Lessor shall restore the
         Building and the Premises with reasonable promptness, subject to Force
         Majeure, and Lessee shall have no right to terminate this Lease, except
         as set forth above. Lessor need not restore fixtures and improvements
         owned by Lessee.

         In any case in which use of the Premises is affected by any damage to
         the Building, there shall be either an abatement or an equitable
         reduction in Fixed Basic Rent, depending on the period for which and
         the extent to which the Premises are not reasonably usable for the
         purpose for which they are leased hereunder. The words "restoration"
         and "restore" as used in this Article 10 shall include repairs. To the
         extent the damage results from the fault of the Lessee, Lessee's
         agents, servants, visitors or licensees, Lessee shall not be entitled
         to any abatement or reduction in Fixed Basic Rent, except to the extent
         of any rent insurance received by Lessor

         Any termination of this Lease as set forth in this Paragraph 10 shall
         be without further liability or obligation of Lessor or Lessee except
         for those obligations that survive such termination as otherwise
         expressly set forth in this Lease, and except for such obligations as
         shall have accrued, as of the date of and attributable solely to
         periods of time prior to, the date of termination. For such purposes no
         rent or additional rent attributable to any period of time after the
         date of termination (whether by reason of acceleration or otherwise)
         shall be due or payable by Lessee.

                                       11
<PAGE>

11.      EMINENT DOMAIN:
         --------------

         If Lessee's use of the Premises is materially affected due to the
         taking by eminent domain of (a) the Premises or any part thereof or any
         estate therein; or (b) any other part of the Building; then, in either
         event, this Lease shall terminate on the date when title vests pursuant
         to such taking. The Fixed Basic Rent, and any Additional Rent, shall be
         apportioned as of said termination date and any Fixed Basic Rent or
         Additional Rent paid for any period beyond said date, shall be repaid
         to Lessee. Lessee shall not be entitled to any part of the award for
         such taking or any payment in lieu thereof, but Lessee may file a
         separate claim for any taking of fixtures and improvements owned by
         Lessee which have not become the Lessor's property, and for relocation
         expenses, provided the same shall, in no way, affect or diminish
         Lessor's award. In the event of a partial taking which does not effect
         a termination of this Lease but does deprive Lessee of the use of a
         portion of the Premises, there shall either be an abatement or an
         equitable reduction of the Fixed Basic Rent, and an equitable
         adjustment reducing the Base Period Costs as hereinafter defined
         depending on the period for which and the extent to which the Premises
         so taken are not reasonably usable for the purpose for which they are
         leased hereunder.

12.      INSOLVENCY OF LESSEE:
         --------------------

         Either (a) the appointment of a receiver to take possession of all or
         substantially all of the assets of Lessee, or, (b) a general assignment
         by Lessee for the benefit of creditors, or, (c) any action taken or
         suffered by Lessee under any insolvency or bankruptcy act, shall
         constitute a default of this Lease by Lessee, and Lessor may terminate
         this Lease forthwith and upon notice of such termination Lessee's right
         to possession of the Premises shall cease, and Lessee shall then quit
         and surrender the Premises to Lessor but Lessee shall remain liable as
         hereinafter provided in Article 14 hereof, provided, however, that if
         any involuntary petition in bankruptcy shall be filed against Lessee
         under any federal or state bankruptcy or insolvency act, such shall not
         be a default hereunder, if such involuntary petition is dismissed
         within sixty (60) days after filing.

13.      LESSOR'S REMEDIES ON DEFAULT:
         ----------------------------
         If Lessee defaults in the payment of Fixed Basic Rent, or any
         Additional Rent, or defaults in the performance of any of the other
         covenants and conditions hereof or permits the Premises to become
         deserted, abandoned or vacated, Lessor may give Lessee notice of such
         default, and if Lessee does not cure any Fixed Basic Rent or Additional
         Rent default within ten (10) days or other default within thirty (30)
         days after giving of such notice (or if such other default is of such
         nature that it cannot be completely cured within such period, if Lessee
         does not commence such curing within such thirty (30) days and
         thereafter proceed with reasonable diligence and in good faith to cure
         such default), then Lessor may terminate this Lease on not less than
         ten (10) days notice to Lessee, and on the date specified in said
         notice, Lessee's right to possession of the Premises shall cease but
         Lessee shall remain liable as hereinafter provided. If this Lease shall
         have been so terminated by Lessor pursuant to Articles 12 or 13 hereof,
         Lessor may at any time thereafter resume possession of the Premises by
         any lawful means and remove Lessee or other occupants and their
         effects. Lessee shall pay to Lessor, on demand, such expenses as Lessor
         may incur, including, without limitation, court costs and reasonable
         attorney's fees and disbursements, in enforcing the performance of any
         obligation of Lessee under this Lease.

14.      DEFICIENCY:
         ----------

         In any case where Lessor has recovered possession of the Premises by
         reason of Lessee's default, Lessor may, at Lessor's option, occupy the
         Premises or cause the Premises to be redecorated, altered, divided,
         consolidated with other adjoining premises or otherwise changed or
         prepared for reletting, and may relet the Premises or any part thereof,
         as agent of Lessee or otherwise, for a term or terms to expire prior

                                       12
<PAGE>

         to, at the same time as or subsequent to, the original Expiration Date
         of this Lease, at Lessor's option and receive the rent therefor. Rent
         so received shall be applied first to the payment of such expenses as
         Lessor may have incurred in connection with the recovery of possession,
         redecorating, altering, dividing, consolidating with other adjoining
         premises, or otherwise changing or preparing for reletting, and the
         reletting, including brokerage and reasonable attorney's fees, and then
         to the payment of damages in amounts equal to the Fixed Basic Rent and
         Additional Rent hereunder and to the costs and expenses of performance
         of the other covenants of Lessee as herein provided. Lessee agrees, in
         any such case, whether or not Lessor has relet, to pay to Lessor
         damages equal to the Fixed Basic Rent and Additional Rent from the date
         of such default to the date of expiration of the term demised and other
         sums herein agreed to be paid by Lessee, less the net proceeds of the
         reletting, if any, received by Lessor during the remainder of the
         unexpired term hereof, as ascertained from time to time, and the same
         shall be payable by Lessee on the several rent days above specified.
         Lessee shall not be entitled to any surplus accruing as a result of any
         such reletting. In reletting the Premises as aforesaid, Lessor may
         grant rent concessions, and Lessee shall not be credited therewith. No
         such reletting shall constitute a surrender and acceptance or be deemed
         evidence thereof. If Lessor elects, pursuant hereto, actually to occupy
         and use the Premises or any part thereof during any part of the balance
         of the Term as originally fixed or since extended, there shall be
         allowed against Lessee's obligation for rent or damages as herein
         defined, during the period of Lessor's occupancy, the reasonable value
         of such occupancy, not to exceed, in any event, the Fixed Basic Rent
         and Additional Rent herein reserved and such occupancy shall not be
         construed as a release of Lessee's liability hereunder.

         Alternatively, in any case where Lessor has recovered possession of the
         Premises by reason of Lessee's default, Lessor may at Lessor's option,
         and at any time thereafter, and without notice or other action by
         Lessor, and without prejudice to any other rights or remedies it might
         have hereunder or at law or equity, become entitled to recover from
         Lessee, as Damages for such breach, in addition to such other sums
         herein agreed to be paid by Lessee, to the date of re-entry, expiration
         and/or dispossess, an amount equal to the difference between the Fixed
         Basic Rent and Additional Rent reserved in this Lease from the date of
         such default to the date of Expiration of the original Term demised and
         the then fair and reasonable rental value of the Premises for the same
         period. Said Damages shall become due and payable to Lessor immediately
         upon such breach of this Lease and without regard to whether this Lease
         be terminated or not, and if this Lease be terminated, without regard
         to the manner in which it is terminated. In the computation of such
         Damages, the difference between an installment of Fixed Basic Rent and
         Additional Rent thereafter becoming due and the fair and reasonable
         rental value of the Premises for the period for which such installment
         was payable shall be discounted to the date of such default at the rate
         of not more than eight percent (8%) per annum.

         Lessee hereby waives all right of redemption to which Lessee or any
         person under Lessee might be entitled by any law now or hereafter in
         force.

         Lessor's remedies hereunder are in addition to any remedy allowed by
         law.

15.      SUBORDINATION OF LEASE:
         ----------------------

         This Lease shall, at Lessor's option, or at the option of any holder of
         any underlying lease or holder of any mortgages or trust deed, be
         subject and subordinate to any such underlying leases and to any such
         mortgages or trust deed which may now or hereafter affect the real
         property of which the Premises form a part, and also to all renewals,
         modifications, consolidations and replacements of said underlying
         leases and said mortgages or trust deed provided, that Lessor shall use
         commercially reasonable efforts to obtain a non-disturbance agreement
         from the holder of any such underlying lease, mortgage or trust deed.
         Although no instrument or act on the part of Lessee shall be necessary
         to effectuate such subordination, Lessee will, nevertheless, execute
         and deliver such further instruments confirming such subordination of
         this Lease as may be desired by the holders of said mortgages or trust
         deed or by any of the lessor's under such underlying leases. If any
         underlying lease to which this Lease is subject terminates, Lessee
         shall, on timely request, attorn to the owner of the reversion.

                                       13
<PAGE>

16.      SECURITY DEPOSIT:
         ----------------

         Lessee shall deposit with Lessor on the signing of this Lease, the
         Security Deposit as defined in the Preamble for the full and faithful
         performance of Lessee's obligations under this Lease, including without
         limitation, the surrender of possession of the Premises to Lessor as
         herein provided. If Lessor applies any part of said Security Deposit to
         cure any default of Lessee, Lessee shall, on demand, deposit with
         Lessor the amount so applied so that Lessor shall have the full
         Security Deposit on hand at all times during the Term of this Lease. In
         the event a bona fide sale, subject to this Lease, Lessor shall have
         the right to transfer the Security Deposit to the vendee, and if duly
         and fully transferred, Lessor shall be considered released by Lessee
         from all liability for the return of the Security Deposit; and Lessee
         agrees to look solely to the new lessor for the return of the Security
         Deposit, and it is agreed that this shall apply to every transfer or
         assignment made of the Security Deposit to the new lessor. Provided
         this Lease is not in default, the Security Deposit (less any portions
         thereof used, applied or retained by Lessor in accordance with the
         provisions of this Article 16), shall be returned to Lessee after the
         expiration or sooner termination of this Lease and after delivery of
         the entire Premises to Lessor in accordance with the provisions of this
         Lease. Lessee covenants that it will not assign or encumber or attempt
         to assign or encumber the Security Deposit and Lessor shall not be
         bound by any such assignment, encumbrance or attempt thereof.

         In the event of the insolvency of Lessee, and such is not dismissed
         within sixty (60) days thereof, or in the event a petition is filed by
         or against Lessee under any chapter of the bankruptcy laws of the State
         of New Jersey or the United States of America, then in such event,
         Lessor may require the Lessee to deposit additional security in an
         amount which in Lessor's sole judgement would be sufficient to
         adequately assure Lessee's performance of all of its obligations under
         this Lease including all payments subsequently accruing. Failure of
         Lessee to deposit the security required by this Article 16 within ten
         (10) days after Lessor's written demand shall constitute a material
         breach of this Lease by Lessee.

17.      RIGHT TO CURE LESSEE'S BREACH:
         -----------------------------

         If Lessee breaches any covenant or condition of this Lease, Lessor may,
         on reasonable written notice to Lessee (except that no notice need be
         given in case of emergency) and after any applicable grace or cure
         period, cure such breach at the expense of Lessee and the reasonable
         amount of all expenses, including attorney's fees, incurred by Lessor
         in so doing (whether paid by Lessor or not) shall be deemed Additional
         Rent payable on demand.

18.      MECHANIC'S LIENS:
         ----------------

         Lessee shall, within fifteen (15) days after notice from Lessor,
         discharge or satisfy by bonding or otherwise any mechanic liens for
         materials or labor furnished to the Premises at the direction of
         Lessee.

19.      RIGHT TO INSPECT AND REPAIR:
         ---------------------------

         Lessor may enter the Premises but shall not be obligated to do so
         (except as required by any specific provision of this Lease) at any
         reasonable time on reasonable notice to Lessee (except that no notice
         need be given in case of emergency) for the purpose of inspection or
         the making of such repairs, replacement or additions in, to, on and
         about the Premises or the Building, as Lessor deems necessary or
         desirable. Lessee shall have no claims or cause of action against
         Lessor by reason thereof. Subject to Article 21 hereof, in no event
         shall Lessee have any claim against Lessor for interruption of Lessee's
         business, however occurring, including but not limited to that arising
         from the negligence of Lessor, its agents, servants or invitees, or
         from defects, errors or omissions in the construction or design of the
         Premises and/or the Building, including the structural and
         non-structural portions thereof.

                                        14
<PAGE>

20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:
         ------------------------------------------------------

         Subject to and in compliance with all laws, ordinances, regulations and
         executive orders, Lessor agrees to furnish, except on holidays as set
         forth on Exhibit E attached hereto and made a part hereof:

         a.       The cleaning services, as set forth on Exhibit D attached
                  hereto and made a part hereof, and subject to the conditions
                  therein stated. Except as set forth on Exhibit D, Lessee shall
                  pay the cost of all other cleaning services required by
                  Lessee. Lessor shall not perform such cleaning services prior
                  to 7:00 p.m. on business days.

         b.       Heating, ventilating and air conditioning (herein "HVAC") as
                  appropriate for the season, and as set forth on Exhibit C-1,
                  attached hereto and made a part hereof, together with Common
                  Facilities lighting and electric energy all during Building
                  Hours, as defined in the Preamble.

         c.       Cold and hot water for drinking and lavatory purposes.

         d.       Elevator service at all times, but reduced if not during
                  Building Hours (if the Building contains an elevator or
                  elevators for the use of the occupants thereof).

         e.       Restroom supplies and exterior window cleaning when reasonably
                  required.

         f.       Notwithstanding the requirements of Exhibit C-1 (as to HVAC)
                  or D or any other provision of this Lease, Lessor shall not be
                  liable for failure to furnish any of the aforesaid services
                  when such failure is due to Force Majeure, as hereinafter
                  defined. Lessor shall not be liable, under any circumstances,
                  including, but not limited to, that arising from the
                  negligence of Lessor, its agents, servants or invitees, or
                  from defects, errors or omissions in the construction or
                  design of the Premises and/or the Building, including the
                  structural and non-structural portions thereof, for loss of or
                  injury to Lessee or to property, however occurring, through or
                  in connection with or incidental to the furnishings of, or
                  failure to furnish, any of the aforesaid services or for any
                  interruption to Lessee's business, however occurring.

         g.       Lessor shall provide such Building security as is customary
                  for comparable buildings in the Roseland, New Jersey area.
                  Lessor shall provide Lessee with twenty-five (25) security
                  passes at no charge. Lessee shall be required to compensate
                  Lessor $25.00 per card to the extent that more than
                  twenty-five (25) cards are provided in any calendar year.
                  Lessor shall cooperate with Lessee if Lessee desires to link
                  Lessee's security system servicing the Premises with the
                  security system servicing the Building, provided that any such
                  linkage shall be at Lessee's sole cost and expense.

21.      INTERRUPTION OF SERVICES OR USE:
         -------------------------------

         Interruption or curtailment of any service maintained in the Building
         or at the Office Building Area, if caused by Force Majeure, as
         hereinafter defined, shall not entitle Lessee to any claim against
         Lessor or to any abatement in rent, and shall not constitute a
         constructive or partial eviction, unless Lessor fails to take measures
         as may be reasonable under the circumstances to restore the service
         without undue delay. If the Premises are rendered untenantable in whole
         or in part, for a period of ten (10) consecutive business days, by the
         making of repairs, replacements or additions, other than those made
         with Lessee's consent or caused by misuse or neglect by Lessee, or
         Lessee's agents, servants, or business invitees, there shall be a
         proportionate abatement of Rent from and after said tenth (10th)
         consecutive business day and continuing for the period of such
         untenantability. In no event, shall Lessee be entitled to claim a
         constructive eviction from the Premises unless Lessee shall first have
         notified Lessor in writing of the condition or conditions giving rise
         thereto, and if the complaints be justified, unless Lessor shall have
         failed, within a reasonable time after receipt of such notice, to
         remedy, or commence and proceed with due diligence to remedy such
         condition or conditions, all subject to Force Majeure as hereinafter
         defined.

                                       15
<PAGE>

22.      BUILDING STANDARD OFFICE ELECTRICAL SERVICE:

         (a)      Electricity shall be supplied to the Premises during the term
                  in accordance with the provisions of paragraph (c) of this
                  Article. However, at any time and from time to time during the
                  term hereof, provided it is then permissible under the
                  provisions of legal requirements, Lessor shall have the option
                  to have electricity supplied to the Premises in accordance
                  with paragraph (d) of this Article.

         (b)      For the purposes of this Article:

                  (i) The term "Electric Rate" shall mean the Service
                  Classification pursuant to which Lessee would purchase
                  electricity directly from the utility company servicing the
                  Building, provided, however, at no time shall the amount
                  payable by Lessee for electricity be less than Lessor's Cost
                  per Kilowatt and Cost per Kilowatt Hour (as such terms are
                  hereinafter defined), and provided further that in any event,
                  the Electric Rate shall include all applicable surcharges, and
                  demand, energy, fuel adjustment and time of day charges (if
                  any), taxes and other sums payable in respect thereof.

                  (ii) The term "Cost per Kilowatt Hour" shall mean the total
                  cost for electricity incurred by Lessor to service the
                  Building during a particular time period (including all
                  applicable surcharges, and energy, fuel adjustment and time of
                  day charges (if any), taxes and other sums payable in respect
                  thereof) divided by the total kilowatt hours purchased by
                  Lessor during such period.

                  (iii) The term "Cost per Kilowatt" shall mean the total cost
                  for demand incurred by Lessor to service the Building during a
                  particular time period (including all applicable surcharges,
                  demand, and time of day charges (if any), taxes and other sums
                  payable in respect to thereof) divided by the total kilowatts
                  purchased by Lessor during such period.

                  Notwithstanding anything contained herein to the contrary, the
                  rate charged by Lessor to Lessee for electricity hereunder
                  shall not exceed the rate charged to Lessor by the utility
                  company servicing the Building.

         (c)      (i) Lessor shall supply electricity to service the Premises on
                  a "check meter" basis, and Lessee shall pay to Lessor, as
                  Additional Rent, the sum of (y) an amount determined by
                  applying the Electric Rate or, at Lessor's election, the Cost
                  per Kilowatt Hour and Cost per Kilowatt, to Lessee's
                  consumption of and demand for electricity within the Premises
                  as recorded on the meter(s) servicing the Premises, and (z)
                  the actual administrative costs incurred by Lessor in
                  supplying electricity on a "check metered" basis (such
                  combined sum being hereinafter called "Electric Rent"). Except
                  as set forth in the foregoing clause (z), Lessor will not
                  charge Lessee more than the Electric Rate or, at Lessor's
                  election, the Cost per Kilowatt and Cost per Kilowatt Hour for
                  the electricity provided pursuant to this paragraph. All costs
                  incurred by Lessor to install the check meter(s) and any other
                  equipment necessary to enable Lessee to obtain electricity
                  from Lessor on a check meter basis shall be paid by Lessee, as
                  Additional Rent, within thirty (30) days after Lessee's
                  receipt of Lessor's invoice therefor.

                  (ii) Where more than one meter measures the electric service
                  to the Premises, the electric service rendered through each
                  meter shall be computed and billed separately in accordance
                  with the provisions hereinabove set forth.

                  (iii) Lessee shall pay to Lessor, on account of the Electric
                  Rent payable pursuant to this paragraph (c), the annual sum of
                  $1.20 per square foot of Rentable Area ("Estimated Electric
                  Rent"), subject to the adjustments on the first day of each
                  and every calendar month of the term (except that if the first
                  day of the term is other than the first day of a calendar
                  month, the first monthly installment, prorated to the end of
                  said calendar month, shall be payable on the first day of the
                  first full calendar month).

                  (iv) From time to time during the Term, but not more often
                  than two (2) times per year, the Estimated Electric Rent may
                  be adjusted by Lessor on the basis of either Lessor's
                  reasonable estimate of Lessee's electric consumption and
                  demand (if at any time the meter(s) servicing the Premises are

                                       16
<PAGE>

                  inoperative) or Lessee's actual consumption of and demand for
                  electricity as recorded on the meter(s) servicing the
                  Premises, and, in either event, the Electric Rate or Cost per
                  Kilowatt and Cost per Kilowatt Hour then in effect.

                  (v) Subsequent to the end of each calendar year during the
                  Term, or more frequently if Lessor shall elect, Lessor shall
                  submit to Lessee a statement of the Electric Rent for such
                  year or shorter period together with the components thereof,
                  as set forth in clause (i) of this paragraph (c) ("Electric
                  Statement"). To the extent that the Estimated Electric Rent
                  paid by Lessee for the period covered by the Electric
                  Statement shall be less than the Electric Rent as set forth on
                  such Electric Statement, Lessee shall pay Lessor the
                  difference within 30 days after receipt of the Electric
                  Statement. If the Estimated Electric Rent paid by Lessee for
                  the period covered by the Electric Statement shall be greater
                  than the Electric Rent as set forth on the Electric Statement,
                  such difference shall be credited against the next required
                  payment(s) of Estimated Electric Rent. If no Estimated
                  Electric Rent payment(s) shall thereafter be due, Lessor shall
                  pay such difference to Lessee.

                  (vi) For any period during which the meter(s) servicing the
                  Premises are inoperative, the Electric Rent shall be
                  determined by Lessor, based upon its reasonable estimate of
                  Lessee's actual consumption of and demand for electricity, and
                  the Electric Rate or Cost per Kilowatt and Cost per Kilowatt
                  Hour then in effect.

         (d)      If Lessor discontinues furnishing electricity to the Premises
                  pursuant to paragraph (c) of this Article, Lessee shall make
                  its own arrangements to obtain electricity directly from the
                  utility company furnishing electricity to the Building. The
                  cost of such service shall be paid by Lessee directly to such
                  utility company. Lessor shall provide Lessee with at least
                  sixty (60) days prior notice to Lessee of its election to
                  discontinue providing electricity and, in any event, shall not
                  discontinue furnishing electricity to Lessee until Lessee is
                  able to make arrangements to obtain electricity directly from
                  the utility company servicing the Building. Lessee shall use
                  commercially reasonable efforts to make such arrangements
                  promptly after Lessor's request. Lessor shall permit its
                  electric feeders, risers and wiring serving the Premises to be
                  used by Lessee, to the extent available, safe and capable of
                  being used for such purpose. All meters and all additional
                  panel boards, feeders, risers, wiring and other conductors and
                  equipment which may be required to enable Lessee to obtain
                  electricity of substantially the same quality and character,
                  shall be installed by Lessor at Lessee's cost and expense.

         (e)      Bills for electricity supplied pursuant to paragraph (c) of
                  this Article shall be rendered to Lessee at such times as
                  Lessor may elect. Lessee's payments for electricity supplied
                  in accordance with paragraph (c) of this Article shall be due
                  and payable within 30 days after delivery of a statement
                  therefor, by Lessor to Lessee. If such bills are not paid
                  within 30 days after the same are rendered, Lessor may,
                  without further notice, discontinue the service of electricity
                  to the Premises without releasing Lessee from any liability
                  under this lease and without Lessor or Lessor's agents
                  incurring any liability for any damage or loss sustained by
                  Lessee as the result of such discontinuance. If any tax is
                  imposed upon Lessor's receipts from the sale of electricity to
                  Lessee by legal requirements, Lessee agrees that, unless
                  prohibited by such legal requirements, Lessee's Percentage of
                  such taxes shall be included in the bills of, and paid by
                  Lessee to Lessor, as Additional Rent.

         (f)      Lessor's failure during the term to prepare and deliver any
                  statements or bills under this Article, or Lessor's failure to
                  make a demand under this Article, shall not in any way be
                  deemed to be a waiver of, or cause Lessor to forfeit or
                  surrender, its rights to collect any amount of additional rent
                  which may become due pursuant to this Article. Lessee's
                  liability for any amounts due under this Article shall survive
                  the expiration or sooner termination of the Term.

         (g)      Lessee's failure or refusal, for any reason, to utilize the
                  electrical energy provided by Lessor, shall not entitle Lessee
                  to any abatement or diminution of Fixed Basic Rent or
                  Additional Rent, or otherwise relieve Lessee from any of its
                  obligations under this Lease.

                                       17
<PAGE>

         (h)      If either the quantity or character of the electrical service
                  is changed by the utility company supplying electrical service
                  to the Building or is no longer available or suitable for
                  Lessee's requirements, or if there shall be a change,
                  interruption or termination of electrical service due to a
                  failure or defect on the part of the utility company, no such
                  change, unavailability, unsuitability, failure or defect shall
                  constitute an actual or constructive eviction, in whole or in
                  part, or entitle Lessee to any payment from Lessor for any
                  loss, damage or expense, or to abatement or diminution of
                  Fixed Basic Rent or Additional Rent, or otherwise relieve
                  Lessee from any of its obligations under this Lease, or impose
                  any obligation upon Lessor or its agents. Lessor will use
                  reasonable efforts to insure that there is no interruption in
                  electrical service to Lessee, but in no event shall Lessor be
                  responsible for any failures of the utility providing such
                  service or the negligence or other acts of third parties
                  causing any such interruption.

         (i)      Lessee shall not make any electrical installations,
                  alterations, additions or changes to the electrical equipment
                  or appliances in the Premises (other than ordinary office
                  equipment) without prior written consent of Lessor in each
                  such instance. Lessee shall comply with the rules and
                  regulations applicable to the service, equipment, wiring and
                  requirements of Lessor and of the utility company supplying
                  electricity to the Building. Lessee agrees that its use of
                  electricity in the Premises will not exceed the capacity of
                  existing feeders to the Building or the risers or wiring
                  installations therein and Lessee shall not use any electrical
                  equipment which, in Lessor's judgment, will overload such
                  installations or interfere with the use thereof by other
                  lessees in the Building. If, in Lessor's judgment, Lessee's
                  electrical requirements necessitate installation of an
                  additional riser, risers or other proper and necessary
                  equipment or services, including additional ventilating or
                  air-conditioning, the same shall be provided or installed by
                  Lessor at Lessee's expense, which shall be chargeable and
                  collectible as Additional Rent and paid within 30 days after
                  the rendition to Lessee of a bill therefor.

         (j)      If, after Lessor's initial installation work, (i) Lessee shall
                  request the installation of additional risers, feeders or
                  other equipment or service to supply its electrical
                  requirements and Lessor shall determine that the same are
                  necessary and will not cause damage or injury to the Building
                  or the Premises or cause or create a dangerous or hazardous
                  condition or entail excessive or unreasonable alterations,
                  repairs or expense or interfere with or disturb other Lessees
                  or occupants of the Building, or (ii) Lessor shall determine
                  that the installation of additional risers, feeders or other
                  equipment or service to supply Lessee's electrical
                  requirements is necessary, then and in either of such events
                  Lessor shall cause such installations to be made, at Lessee's
                  sole cost and expense and Lessee shall pay Lessor for such
                  installations, as Additional Rent, within 30 days after
                  submission of a statement therefor.

         (k)      Lessor, at Lessee's expense, shall furnish and install all
                  replacement lighting tubes, lamps, ballasts and bulbs required
                  in the Premises. Lessee, however, shall have the right to
                  furnish and/or install any or all of the items mentioned in
                  this Article 22(k).

         (l)      Lessor shall provide an average of seven (7) watts per
                  rentable square foot of the Premises of electrical energy for
                  standard building lighting fixtures provided by Lessor and for
                  the operation of Lessee's equipment, provided that (A) the
                  connected electrical load of such equipment does not exceed an
                  average of seven (7) watts per rentable square foot of the
                  Premises and (B) except to the extent specified in the plans
                  Lessor approves for the Lessee's Work, the electricity so
                  furnished for equipment uses will be at a nominal 120 volts
                  and no electrical circuit for the supply of such use need have
                  a current capacity exceeding 20 amperes.

23.      ADDITIONAL RENT:
         ---------------

         It is expressly agreed that Lessee will pay in addition to the Fixed
         Basic Rent provided in Article 3 hereof, an Additional Rent to cover
         Lessee's Percentage as defined in the Preamble, of the increased cost
         to Lessor, for each of the categories enumerated herein, over the "Base
         Period Costs", as defined in the Preamble for said categories.

                                       18
<PAGE>

         a.       Operating Cost Escalation -- If the Operating Costs incurred
                  for the Building in which the Premises are located and Office
                  Building Area for any Lease Year after 2003 or Partial Lease
                  Year during the Lease Term shall be greater than the Base
                  Operating Costs (adjusted proportionately for periods less
                  than a Lease Year), then Lessee shall pay to Lessor, as
                  Additional Rent, Lessee's Percentage of all such excess
                  Operating Costs. Operating Costs shall include, by way of
                  illustration and not of limitation: personal property taxes;
                  management fees; labor, including all wages and salaries;
                  social security taxes, and other taxes which may be levied
                  against Lessor upon such wages and salaries; supplies; repairs
                  and maintenance; maintenance and service contracts; painting;
                  wall and window washing; laundry and towel service; tools and
                  equipment (which are not required to be capitalized for
                  federal income tax purposes); trash removal; lawn care; snow
                  removal and all other items properly constituting direct
                  operating costs according to standard accounting practices
                  (hereinafter collectively referred to as the "Operating
                  Costs"), but not including depreciation of Building or
                  equipment; interest; income or excess profits taxes; costs of
                  maintaining the Lessor's corporate existence; franchise taxes;
                  any expenditures required to be capitalized for federal income
                  tax purposes, unless said expenditures are for the purpose of
                  reducing Operating Costs within the Building and Office
                  Building Area, or those which under generally applied real
                  estate practice are expensed or regarded as deferred expenses
                  or are required under any governmental or quasi-governmental
                  law, statute, ordinance, rule, order, requirements or
                  regulation, in which event the costs thereof shall be
                  included. Notwithstanding anything contained herein to the
                  contrary, any additional costs incurred by Lessor during the
                  2003 Calendar Year by reason of Lessor or any of its vendors
                  entering into new labor contracts or renewals or modifications
                  of existing labor contracts shall not be included in Base
                  Operating Costs. The Base Operating Costs shall as be as
                  defined in the Preamble.

                  The following, however, will not be included in Operating
                  Expenses:

                  1.       Costs of alterations of any lessee's premises;
                  2.       Principal or interest payments on loans secured by
                           mortgages or trust deeds on the Office Building Area
                           or portions thereof;
                  3.       Expenses incurred in leasing or procuring new lessees
                           or extending, modifying or amending any leases or the
                           space covered by any lease (including without
                           limitation lease commissions, legal, advertising and
                           renovating space);
                  4.       The cost of electricity to any space leased or
                           available for lease (it being understood that
                           electricity for the Premises, other than HVAC, shall
                           be separately paid by Lessee pursuant to Article 22
                           hereof and that Lessee shall not pay for increased
                           electricity costs except for the Building's common
                           areas, HVAC, base building systems and elevators) or
                           for which Lessor receives reimbursement from Lessee
                           or other lessees (other than reimbursements by way of
                           their proportionate share of Utility and Energy
                           Costs);
                  5.       Except as provided below, depreciation or
                           amortization of the Building or improvements in the
                           Building or expenditures which standard real estate
                           practices treat as capital in nature;
                  6.       Expenses for repairs or other work occasioned by
                           fire, windstorm or other casualty, whether or not
                           insured, provided, however, a commercially reasonable
                           deductible shall be included as part of Operating
                           Costs if such amount is actually paid by Lessor as
                           part of an insured casualty;
                  7.       Legal expenses in enforcing the terms of or analyzing
                           any lease or in connection with any actual or
                           proposed sale or financing of the Building;
                  8.       Fees and expenses paid to Lessor or an affiliate of
                           Lessor for services to the extent such fees and
                           expenses are above a reasonably competitive rate;
                  9.       Costs of environmental investigation or remediation
                           with respect to existing or future conditions in the
                           Building, including without limitation asbestos
                           (reserving to Lessor, however, its rights against
                           Lessee for any violation of Lessee's environmental
                           obligations under this Lease); provided Lessor shall
                           have the right to periodically test the air and water
                           quality in the Building and to perform routine
                           operation and maintenance pursuant to an existing
                           operation and maintenance plan and to treat the costs
                           thereof as an Operating Cost and provided further
                           that any expenses incurred by Lessor to comply with
                           any future environmental law may be included in
                           Operating Costs;

                                       19
<PAGE>

                  10.      The cost of material specialized services provided to
                           a lessee or lessees in the Building which are not
                           provided to Lessee;
                  11.      Uninsured judgments, the cost of the defense of
                           claims, settlements, payments or liabilities to third
                           parties, or other costs or expenses, to the extent
                           attributable to or the fault or negligence of Lessor
                           or any other lessee of the Building or their agents
                           or employees or to a failure of Lessor or any other
                           such lessee to comply with the terms of any agreement
                           or lease to which it is a party;
                  12.      The cost of adding capacity to the Building's
                           electric, HVAC or other systems or components or
                           making any repairs, changes, enhancements or upgrades
                           to the Building systems which are necessary to enable
                           Lessor to meet the standards set forth on Exhibit
                           "C-1 " of this Lease;
                  13.      Late fees, penalties or interest on billings payable
                           by Lessor or attributable to a failure by Lessor or
                           any other lessee to comply with legal requirements,
                           or costs to remedy a condition or circumstance which
                           is in violation of, or contrary to, a specific
                           warranty or representation of Lessor in this Lease;
                  14.      Costs which could reasonably have been avoided, by
                           the enforcement of an applicable vendor's,
                           installer's, or manufacturer's warranty which is in
                           effect;
                  15.      Costs of operating, maintaining or repairing any
                           specialty facility provided to a lessee or lessees in
                           the Building which are not provided to and used by
                           Lessee; or
                  16.      Costs of acquiring, leasing, insuring, restoring,
                           removing or replacing sculptures, paintings, and
                           other objects of art located within or outside the
                           Building, except for the cost of routine maintenance
                           and security of such objects in the public areas in
                           the Building.

                  The following items shall be credited against Operating Costs
                  and/or Utility and Energy Costs in the calculation thereof:
                  all cost recoveries by Lessor from lessees in the Building for
                  special services where such costs were included as Operating
                  Costs and/or Utility and Energy Costs (as contrasted to
                  recoveries of a Lessee's percentage of increases in Operating
                  Costs and/or Utility and Energy Costs).

                  Without limiting any other provision of this Lease, Lessor
                  agrees to keep, preserve and maintain the Building and the
                  Common Facilities, and the use thereof, at all times in a
                  manner and condition comparable to other reasonably high
                  quality office buildings located within the Essex County, New
                  Jersey area, and Lessor shall use commercially reasonable
                  efforts to operate, manage and maintain the Building and
                  Common Facilities in an efficient and prudent manner with a
                  view toward keeping increases in Operating Costs and/or
                  Utility and Energy Costs at reasonable and competitive levels.

                  If requested by Lessee, Lessor shall deliver a statement which
                  shall (1) be certified to be accurate and complete to the
                  knowledge of Lessor or Lessor's managing agent responsible for
                  the preparation of such statement (provided that such
                  certification shall not prevent Lessor from correcting errors
                  thereon as allowed by this Lease) and (2) set forth with
                  reasonable detail the assumptions and methodology utilized for
                  making the occupancy adjustment set forth in this Article 23
                  above for each item of expense which is so adjusted.

                  If any repair, replacement or improvement within the
                  definition of Operating Costs is capitalized under generally
                  accepted accounting principles, then (A) the cost of any such
                  repair, replacement or improvement shall only be included in
                  Operating Costs if such repair, replacement or improvement (i)
                  is necessary to comply with any governmental or
                  quasi-governmental law, statute, ordinance, rule, order,
                  requirements or regulation, which is enacted or promulgated
                  after the date hereof, (ii) is reasonably intended to reduce
                  Operating Costs or (iii) constitutes a replacement which in

                                       20
<PAGE>

                  Lessor's reasonable judgment is economically prudent to make
                  in lieu of repairs, (B) the cost thereof shall be amortized on
                  a straight line basis over the useful life of such repair, the
                  amount so amortized attributable to such repair, replacement
                  or improvement and (C) there shall be included in Operating
                  Costs in each Lease Year for such portion of the amortization
                  period which occurs during the Term, provided, however, that
                  all amounts thereof included in Operating Costs in any Lease
                  Year subsequent to the year paid shall have added thereto
                  interest from the date Lessor incurred such cost. For
                  amortization purposes, applicable interest shall be two (2)
                  percentage point sin excess of the prime rate charged by Chase
                  Manhattan Bank, or its successor, at the time of expenditure.

         b.       Fuel, Utilities and Electric Cost Escalation (hereinafter
                  referred to as "Utility and Energy Costs") - If the Utility
                  and Energy Costs which include any fuel surcharges or
                  adjustments with respect thereto, incurred for water, sewer,
                  gas, electric, other utilities and heating, ventilating and
                  air conditioning for the Building, to include all leased and
                  leasable areas (not separately billed or metered within the
                  Building), and Common Facilities electric, lighting, water,
                  sewer and other utilities for the Building and Office Building
                  Area, for any Lease Year or Partial Lease Year, during the
                  Term, shall be greater than the Utility and Energy Costs
                  Expense Stop (adjusted proportionately for periods less than a
                  Lease Year), then Lessee shall pay to Lessor as Additional
                  Rent, Lessee's Percentage of all such excess Utility and
                  Energy Costs. As used in this Article 23, the Utility and
                  Energy Costs Expense Stop shall be as defined in the Preamble.

         c.       Tax Escalation -- If the Real Estate Taxes for the Building
                  and Office Building Area at which the Premises are located for
                  any Lease Year or Partial Lease Year, during the Lease Term,
                  shall be greater than the Base Real Estate Taxes (adjusted
                  proportionately for periods less than a Lease Year), then
                  Lessee shall pay to Lessor as Additional Rent, Lessee's
                  Percentage as hereinafter defined, of all such excess Real
                  Estate Taxes.

                  As used in this Article 23(c), the words and terms which
                  follow mean and include the following:

                  i.       "Base Real Estate Taxes" shall be as defined in the
                           Preamble.

                  ii.      "Real Estate Taxes" shall mean the property taxes and
                           assessments imposed upon the Building and Office
                           Building Area, or upon the rent, as such, payable to
                           the Lessor, including, but not limited to, real
                           estate, city, county, village, school and transit
                           taxes, or taxes, assessments, or charges levied,
                           imposed or assessed against the Building and Office
                           Building Area by any other taxing authority, whether
                           general or specific, ordinary or extraordinary,
                           foreseen or unforeseen but excluding taxes for
                           income, profit or personal property ownership. If due
                           to a future change in the method of taxation, any
                           franchise, income or profit tax shall be levied
                           against Lessor in substitution for, or in lieu of, or
                           in addition to, any tax which would otherwise
                           constitute a Real Estate Tax, such franchise, income
                           or profit tax shall be deemed to be a Real Estate Tax
                           for the purposes hereof; conversely, any additional
                           real estate tax hereafter imposed in substitution
                           for, or in lieu of, any franchise, income or profit
                           tax (which is not in substitution for, or in lieu of,
                           or in addition to, a Real Estate Tax as hereinbefore
                           provided) shall not be deemed a Real Estate Tax for
                           the purposes hereof.

         d.        Insurance Cost Escalation - If the Insurance Costs for the
                   Building and Office Building Area for any Lease Year or
                   partial Lease Year during the Term after 2003 shall be
                   greater than the Insurance Cost Expense Stop (adjusted
                   proportionately for periods less than a Lease Year), Lessee
                   shall pay to Lessor as Additional Rent for each Lease Year or
                   partial Lease Year commencing from and after the Commencement
                   Date, Lessee's Percentage of such excess Insurance Costs.

                   As used in this Article 23(d), the words and terms which
                   follow mean and include the following:

                   i.      "Insurance Cost Expense Stop" shall be as defined in
                           the Preamble.

                                       21
<PAGE>

                   ii.     "Insurance Costs" shall mean all fire and other
                           insurance costs reasonably incurred by Lessor in
                           connection with its operation and maintenance of the
                           Building and Office Building Area, for any Lease Year
                           or Partial Lease Year, during the Term.

         e.       Lease Year -- As used in this Article 23, Lease Year shall
                  mean a calendar year. Any portion of the Term which is less
                  than a Lease Year as hereinbefore defined, that is, from the
                  Commencement Date through the following December 31, and from
                  the last January 1, falling within the Term to the end of the
                  Term, shall be deemed a "Partial Lease Year". Any reference in
                  this Lease to a Lease Year shall, unless the context clearly
                  indicates otherwise, be deemed to be a reference to a Partial
                  Lease Year if the period in question involves a Partial Lease
                  Year.

         f.       Payment -- At any time, and from time to time, after the
                  establishment of the Base Period Costs for each of the
                  categories referred to above, Lessor shall advise Lessee in
                  writing of Lessee's Percentage share with respect to each of
                  the categories as estimated for the next twelve (12) month
                  period (or proportionate part thereof if the last period prior
                  to the Lease's expiration is less than twelve (12) months) as
                  then known to the Lessor, and thereafter, the Lessee shall pay
                  as Additional Rent, Lessee's Percentage share of these costs
                  for the then current period affected by such advice (as the
                  same may be periodically revised by Lessor as additional costs
                  are incurred) in equal monthly installments, such new rates
                  being applied to any months, for which the Fixed Basic Rent
                  shall have already been paid which are affected by the
                  Operating Cost Escalation and/or Utility and Energy Cost
                  Escalation and/or Tax Escalation Costs and/or Insurance Costs
                  above referred to, as well as the unexpired months of the
                  current period, the adjustment for the then expired months to
                  be made at the payment of the next succeeding monthly rental,
                  all subject to final adjustment at the expiration of each
                  Lease Year as defined in Article 23(e) hereof (or Partial
                  Lease Year if the last period prior to the Lease's termination
                  is less than twelve (12) months).

                  In the event the last period prior to the Lease's termination
                  is less than twelve (12) months, the Base Period Costs during
                  said period shall be proportionately reduced to correspond to
                  the duration of said final period.

         g.       Books and Reports -- For the protection of Lessee, Lessor
                  shall maintain books of account which shall be open to Lessee
                  and its representatives at all reasonable times so that Lessee
                  can determine that such Operating, Utility and Energy and Real
                  Estate Tax Costs have, in fact, been paid or incurred.
                  Lessee's representatives shall mean only (i) Lessee's
                  employees or (ii) a Certified Public Accounting firm, and
                  neither Lessee's employees nor any Certified Public Accounting
                  firm shall be permitted to perform such an inspection and/or
                  audit for any other tenant in the Building. Lessee or its
                  representatives shall be entitled to make and retain copies of
                  any materials reviewed in connection with the exercise of such
                  right. If Lessee or its representatives determine that Lessor
                  has overstated Lessee's Percentage of Operating Costs and/or
                  Utility and Energy Costs, or Real Estate Taxes for the
                  applicable Lease Year by more than seven percent (7%), Lessor
                  shall pay all of Lessee's actual and reasonable expenses
                  related to such inspection after Lessee delivers to Lessor
                  reasonable documentation evidencing such expenses. At Lessor's
                  request, Lessee shall execute a confidentiality agreement
                  reasonably acceptable to Lessor prior to any examination of
                  Lessor's books and records. In the event Lessee disputes any
                  one or more of said charges, Lessee shall attempt to resolve
                  such dispute with Lessor, provided that if such dispute shall
                  not be satisfactorily settled between Lessor and Lessee, the
                  dispute shall be referred by either party to an independent
                  certified public accountant to be mutually agreed upon, and if
                  such an accountant cannot be agreed upon, The American
                  Arbitration Association may be asked by either party to select
                  an arbitrator, whose decision on the dispute will be final and
                  binding upon both parties, who shall jointly share any cost of
                  such arbitration. Pending resolution of said dispute the
                  Lessee shall pay to Lessor the sum so billed by Lessor subject
                  to its ultimate resolution as aforesaid.

                                       22
<PAGE>

         h.       Right of Review -- Once Lessor shall have finally determined
                  said Operating, Utility and Energy or Real Estate Tax Costs at
                  the expiration of a Lease Year, then as to the item so
                  established, Lessee shall only be entitled to dispute said
                  charge as finally established for a period of twelve (12)
                  months after Lessee receives Lessor's statement for such
                  charge, and Lessee specifically waives any right to dispute
                  any such charge at the expiration of said twelve (12 month
                  period.

         i.       Occupancy Adjustment -- If, with respect to Operating Cost
                  Escalation, as established in Article 23(a) hereof, and
                  Utility and Energy Cost Escalation, as established in Article
                  23(b) hereof, and Insurance Cost Escalation, as established in
                  Article 23(d) hereof, the Building is less than ninety-five
                  percent (95%) occupied during the establishment of the
                  respective Base Periods, then the Base Period Costs incurred
                  with respect to said Operating Cost or Utility and Energy Cost
                  or Insurance Cost shall be adjusted during any such period
                  within the Base Period so as to reflect ninety-five percent
                  (95%) occupancy. Similarly, if during any Lease Year or
                  Partial Lease Year, subsequent to the Base Period the Building
                  is less than ninety-five percent (95%) occupied, then the
                  actual costs incurred for Operating Cost and Utility and
                  Energy Cost and Insurance Cost shall be increased during any
                  such period to reflect ninety-five percent (95%) occupancy so
                  that at all times after the Base Period the Operating Cost or
                  Utility and Energy Cost or Insurance Cost shall be actual
                  costs, but in the event less than ninety-five percent (95%) of
                  the Building is occupied during all or part of the Lease Year
                  involved, the Operating Cost or Utility and Energy Cost or
                  Insurance Cost shall not be less than that which would have
                  been incurred had ninety-five percent (95%) of the Building
                  been occupied. The aforesaid adjustment shall only be made
                  with respect to those items that are in fact affected by
                  variations in occupancy levels.

24.      LESSEE'S ESTOPPEL:
         -----------------

         Lessee shall, from time to time, on not less that ten business (10)
         days prior written request by Lessor, execute, acknowledge and deliver
         to Lessor a written statement certifying that the Lease is unmodified
         and in full force and effect, or that the Lease is in full force and
         effect as modified and listing the instruments of modification; the
         dates to which the rents and charges have been paid; and, to the best
         of Lessee's knowledge, whether or not Lessor is in default hereunder,
         and if so, specifying the nature of the default. It is intended that
         any such statement delivered pursuant to this Article 24 may be relied
         on by a prospective purchaser of Lessor's interest or mortgagee of
         Lessor's interest or assignee of any mortgage of Lessor's interest.
         Lessee shall also execute and deliver the form "Lessee Estoppel
         Certificate" attached hereto as Exhibit F.

25.      HOLDOVER TENANCY:
         ----------------

         If Lessee holds possession of the Premises after the Expiration Date of
         this Lease, Lessee shall (i) become a tenant from month to month under
         the provisions herein provided, but at one hundred fifty percent (150%)
         of the Monthly Fixed Basic Rent for the last month of the term, plus
         the Additional Rent, for the first two (2) months of Lessee's holding
         over and two hundred percent (200%) of the monthly Fixed Basic Rent for
         the last month of the Term, plus the Additional Rent, thereafter, which
         shall continue as provided in the Lease which sum shall be payable in
         advance on the first day of each month, and without the requirement for
         demand or notice by Lessor to Lessee demanding delivery of possession
         of said Premises, and such tenancy shall continue until terminated by
         Lessor, or until Lessee shall have given to Lessor, at least sixty (60)
         days prior to the intended date of termination, a written notice of
         intent to terminate such tenancy, which termination date must be as of
         the end of a calendar month; and (ii) indemnify Lessor against loss or
         liability resulting from the delay by Lessee in so surrendering the
         Premises including, without limitation, any claims made by any
         succeeding occupant founded on such delay so long as Lessor provides
         prompt written notice to Lessee that it has signed a letter of intent
         or is near signing a lease with a prospective lessee and advises Lessee
         of what date it must vacate the Premises in order for Lessor to deliver
         the Premises to the new lessee. Lessee's obligations under this Section
         shall survive the expiration or sooner termination of the Lease. The
         time limitations described in this Article 25 shall not be subject to
         extension for Force Majeure.

                                       23
<PAGE>

26.      RIGHT TO SHOW PREMISES:
         ----------------------

         Lessor may show the Premises to prospective purchasers and mortgagees;
         and during the twelve (12) months prior to termination of this Lease,
         to prospective tenants, during Building Hours on reasonable advance
         notice to Lessee. When showing the Premises to prospective purchasers,
         mortgagees or tenants, Lessor shall use commercially reasonable efforts
         to minimize interference with Lessee's use and occupancy of the
         Premises

27.      LESSOR'S WORK - LESSEE'S DRAWINGS:
         ---------------------------------

         a.       Lessor agrees that, prior to the commencement of the Term of
                  this Lease, it will do substantially all of the work in the
                  Premises in accordance with Exhibit C attached hereto and made
                  a part hereof.

         b.       Lessee will timely supply such drawings and information to
                  Lessor as set forth in Exhibit C. Any delay occasioned by
                  Lessee's failure to timely supply such drawings and
                  information shall not delay the Commencement Date of the Term
                  and Lessee's obligations hereunder, and the same shall
                  commence on the date the Premises would have been delivered to
                  Lessee pursuant to Article 2, but for Lessee's delay.

         c.       Lease commencement shall occur and the Commencement Date is
                  defined as that date when Lessor has done substantially all of
                  the work to be done by Lessor in accordance with Exhibit C,
                  unless Lessor has been precluded from completing said work as
                  a result of Lessee's acts or omissions including, but not
                  limited to, its failure to comply with Article 27(b) hereof.
                  Occupancy by Lessee or the delivery of a Certificate of
                  Occupancy by Lessor (if required pursuant to local law) shall
                  be prima facie evidence that Lessor has done substantially all
                  of the work.

28.      WAIVER OF TRIAL BY JURY:
         -----------------------

         To the extent such waiver is permitted by law, the parties waive trial
         by jury in any action or proceeding brought in connection with this
         Lease or the Premises.

29.      LATE CHARGE:
         -----------

         If any payment of Fixed Basic Rent, Additional Rent or any other
         regularly scheduled sum, or any part of any such payment, to be made by
         Lessee under the terms of this Lease shall become overdue for a period
         in excess of five (5) business days, Lessee shall pay to Lessor, a
         "late charge" in an amount which is the lesser of $1,500.00 or 4% of
         the amount so overdue, for the purpose of defraying Lessor's
         administrative expense incident to handling such overdue or delinquent
         payment. In addition, if any payment of rent or any other sum, or any
         part of any such payment, to be made by Lessee under the terms of this
         Lease shall become overdue for a period in excess of five (5) business
         days, Lessee shall pay to Lessor interest on the overdue amount at the
         Lease Interest Rate (defined below) from the date when such payment was
         due until the date paid, but in no event more than the amount or rate
         which is the maximum amount or rate Lessor may lawfully charge in
         respect of Lessee in such circumstances under applicable law. The
         "Lease Interest Rate" shall mean the greater of 10% per annum or such
         variable per annum rate which is from time to time equal to 4% above
         the base rate as stated by Citibank, N.A. or its successor, or, in the
         absence of there being a successor to Citibank, N.A. by such other bank
         having an office in the City of New York as Lessor may from time to
         time select.

                                       24
<PAGE>

30.      LESSEE'S INSURANCE:
         ------------------

         a.       Lessee covenants to provide at Lessee's cost and expense on or
                  before the earlier of (i) the Commencement Date, or (ii)
                  Lessee's taking actual possession for the purpose of
                  completing any improvement work, and to keep in full force and
                  effect during the entire Term and so long thereafter as
                  Lessee, or anyone claiming by, through or under Lessee, shall
                  occupy the Premises, insurance coverage as follows:

                  i.       Commercial General Liability insurance with
                           contractual liability endorsements with respect to
                           the Premises and the business of Lessee in which
                           Lessee shall be adequately covered under limits of
                           liability of not less than FIVE MILLION AND 00/100
                           DOLLARS ($5,000,000.00) combined single limit per
                           occurrence for bodily or personal injury (including
                           death) and property damage. Such insurance may be
                           carried (x) under a blanket policy covering the
                           Premises and other locations of Lessee, if any,
                           provided that each such policy shall in all respects
                           comply with this Article and shall specify that the
                           portion of the total coverage of such policy that is
                           allocated to the Premises is in the amounts required
                           pursuant to this Article 30 and (y) under a primary
                           liability policy of not less than ONE MILLION AND
                           00/100 DOLLARS ($1,000,000.00) and the balance under
                           an umbrella policy. Notwithstanding anything to the
                           contrary contained in this Lease, the carrying of
                           insurance by Lessee in compliance with this Article
                           30 shall not modify, reduce, limit or impair Lessee's
                           obligations and liability under Article 33 hereof.

                  ii.      Fire and Extended Coverage, Vandalism, Malicious
                           Mischief, Sprinkler Leakage and Special Extended
                           Coverage Insurance in an amount adequate to cover the
                           cost of replacement of all personal property,
                           decoration, trade fixtures, furnishings, equipment in
                           the Premises and all contents therein. Lessor shall
                           not be liable for any damage to such property of
                           Lessee by fire or other peril includable in the
                           coverage afforded by the standard form of fire
                           insurance policy with extended coverage endorsement
                           attached (whether or not such coverage is in effect),
                           no matter how caused, it being understood that the
                           Lessee will look solely to its insurer for
                           reimbursement.

                  iii.     Worker's Compensation Insurance in the minimum
                           statutory amount covering all persons employed by
                           Lessee.

                  iv.      Said limits shall be subject to periodic review and
                           Lessor reserves the right to increase said coverage
                           limits if, in the reasonable opinion of Lessor, said
                           coverage becomes inadequate and is less than that
                           commonly maintained by tenants in similar buildings
                           in the area by tenants making similar uses. On or
                           before the Commencement Date, and thereafter at
                           Lessor's request, Lessee shall provide Lessor
                           evidence of the insurance coverage required herein in
                           the form of a duplicate original insurance policy, an
                           insurance binder (countersigned by the insurer), or
                           Evidence of Insurance (in form ACORD 27 with respect
                           to property insurance and ACORD 25-S with respect to
                           liability insurance) for each of the insurance
                           policies Lessee is required to carry in compliance
                           with its obligations under this Lease.

         b.       All of the aforesaid insurance shall (i) name Lessor as an
                  additional insured on a primary basis as to the Premises; (ii)
                  be written by one or more responsible insurance companies
                  licensed in the State of New Jersey satisfactory to Lessor and
                  in form satisfactory to Lessor; (iii) contain endorsements
                  providing thirty (30) days prior written notice of any
                  material change in or cancellation of this policy."; (iv)
                  shall be written on an "occurrence" basis and not on a "claims
                  made" basis.

         c.       Lessee shall be solely responsible for payment of premium and
                  Lessor (or its designee) shall not be required to pay any
                  premium for such insurance. Lessee shall deliver to Lessor at
                  least fifteen (15) days prior to the expiration of such
                  policy, either a duplicate original or a certificate it being
                  the intention of the parties hereto that the insurance
                  required under the terms hereof shall be continuous during the
                  entire Term of this Lease and any other period of time during
                  which pursuant to the Term hereof, said insurance is required.
                  Any insurance carried by Lessee shall be in excess of and will
                  not contribute with the insurance carried by Lessor for
                  injuries or damage arising out of the Premises.

                                       25
<PAGE>

         d.       Lessee agrees that if Lessee, its employees, agents,
                  contractors or licensees, or a result of or in connection, the
                  fire insurance rate(s) applicable to the Premises shall be
                  higher than that which would be applicable for a business
                  office legally permitted therein due solely to the activities
                  of Lessee, Lessee agrees that it will pay to Lessor as
                  Additional Rent, such portion of the premiums for all Lessor's
                  fire insurance policies in force with respect to the building
                  and the contents of any occupant thereof as shall be
                  attributable to such higher rate(s).

         e.       Lessor makes no representation that the limits of liability
                  specified to be carried by Lessee or Lessor under the terms of
                  this Lease are adequate to protect Lessee against Lessee's
                  undertaking under this Article 30, and in the event Lessee
                  believes that any such insurance coverage called for under
                  this Lease is insufficient, Lessee shall provide, at is own
                  expense, such additional insurance as Lessee deems adequate.

         f.       In the event the Premises or its contents are damaged or
                  destroyed by fire or other insured casualty, (i) Lessor, to
                  the extent of the coverage of Lessor's policies of fire
                  insurance, hereby waives its rights, if any, against Lessee
                  with respect to such damage or destruction, even if said fire
                  or other casualty shall have been caused, in whole or in part,
                  by the negligence of Lessee, and (ii) Lessee, to the extent of
                  the coverage of Lessee's policies of fire insurance with
                  extended coverage, hereby waives its rights, if any, against
                  Lessor with respect to such damage, or destruction, even if
                  said fire or other casualty shall have been caused, in whole
                  or in part, by the negligence of Lessor; provided, however,
                  such waivers of subrogation shall only be effective with
                  respect to loss or damage occurring during such time as
                  Lessor's or Lessee's policies of fire insurance (as the case
                  may be) shall contain a clause or endorsement providing in
                  substance that the aforesaid waiver of subrogation shall not
                  prejudice the type and amount of coverage under such policies
                  or the right of Lessor or Lessee (as the case may be) to
                  recover thereunder. If, at any time, Lessor's or Lessee's
                  insurance carrier refuses to write insurance which contains a
                  consent to the foregoing waiver of subrogation, Lessor or
                  Lessee, as the case may be, shall notify the party thereof in
                  writing, and upon the giving of such notice, the provisions of
                  this Section shall be null and void as to any casualty which
                  occurs after such notice. If Lessor's or Lessee's insurance
                  carrier shall make a charge for the incorporation of the
                  aforesaid waiver of subrogation in its policies, then the
                  party requesting the waiver shall promptly pay such charge to
                  the other party upon demand. In the event the party requesting
                  their waiver fails to pay such charge upon demand, the other
                  party shall be released of its obligation to supply such
                  waiver.

         g.       Should Lessee fail to maintain the insurance coverage as set
                  forth in this Article 30, then Lessee shall be in default
                  hereunder and shall be deemed to have breached its covenants
                  as set forth herein.

         h.       LESSOR'S INSURANCE: During the Term, Lessor shall maintain the
                  following insurance, insuring Lessor and any mortgagee, as
                  their respective interests may appear: (x) insurance against
                  damage to the Building and Office Building Area by all risks
                  of direct physical loss in an amount equivalent to the full
                  replacement cost thereof; (y) comprehensive general liability
                  insurance against claims for bodily injury and property damage
                  occurring in or about the Common Facilities in amounts
                  customarily carried by owners of similar buildings in the
                  Essex County, New Jersey area; and (z) insurance against such
                  other hazards as, from time to time, are then commonly insured
                  against for buildings similarly situated in amounts normally
                  carried with respect thereto. All insurance maintained
                  pursuant to this subparagraph h. may be effected by blanket
                  insurance policies.

                                       26
<PAGE>

31.      NO OTHER REPRESENTATIONS:
         ------------------------

         No representations or promises shall be binding on the parties hereto
         except those representations and promises contained herein or in some
         future writing signed by the party making such representation(s) or
         promise(s).

32.      QUIET ENJOYMENT:
         ---------------

         Lessor covenants that if, and so long as, Lessee is not in default
         hereunder beyond applicable notice and cure periods, and performs
         Lessee's covenants hereof, Lessor shall do nothing to affect Lessee's
         right to peaceably and quietly have, hold and enjoy the Premises for
         the Term herein mentioned, subject to the provisions of this Lease.

33.      INDEMNITY:
         ---------

         Lessee shall defend, indemnify and save harmless Lessor and its agents
         against and from; (a) any and all claims (i) arising from (x) the
         conduct or management by Lessee, its subtenants, licensees, its or
         their employees, agents, contractors or invitees on the Premises or of
         any business therein, or (y) any work or thing whatsoever done, or any
         condition created (other than by Lessor for Lessor's or Lessee's
         account) in or about the Premises during the Term of this Lease, or
         during the period of time, if any, prior to the Commencement Date that
         Lessee may have been given access to the Premises, (z) any default by
         Lessee under the terms, covenants and conditions of this Lease or (ii)
         arising from any negligent or otherwise wrongful act or omission of
         Lessee or any of its subtenants or licensees or its or their employees,
         agents, contractors or invitees, and (b) all costs, expenses and
         liabilities including attorneys fees and disbursements incurred in or
         in connection with each such claim, action or proceeding brought
         thereon. In case any action or proceeding be brought against Lessor by
         reason of any such claim, Lessee, upon notice from Lessor, shall resist
         and defend such action or proceeding.

         Lessor agrees to indemnify, defend and hold Lessee harmless from and
         against any suits, proceedings, damages, obligations, liabilities,
         counsel fees, costs, losses, expenses, orders and judgments imposed
         upon, incurred by or asserted against Lessee by reason of any latent
         defect in the Building, and any costs or expenses incurred by Lessee
         hereunder to recover any security deposit not promptly returned to it
         at the end of the Lease or in connection with the wrongful application
         of any security deposit.

34.      ARTICLE HEADINGS:
         ----------------

         The article headings in this Lease and position of its provisions are
         intended for convenience only and shall not be taken into consideration
         in any construction or interpretation of this Lease or any of its
         provisions.

35.      APPLICABILITY TO HEIRS AND ASSIGNS:
         ----------------------------------

         The provisions of this Lease shall apply to, bind and inure to the
         benefit of Lessor and Lessee, and their respective heirs, successors,
         legal representatives and assigns. It is understood that the term
         "Lessor" as used in this Lease means only the owner, a mortgagee in
         possession or a term lessee of the Building, so that in the event of
         any sale of the Building or of any lease thereof, or if a mortgagee
         shall take possession of the Premises, the Lessor herein shall be and
         hereby is entirely freed and relieved of all covenants and obligations
         of Lessor hereunder accruing thereafter, and it shall be deemed without
         further agreement that the purchaser, the term lessee of the Building,
         or the mortgagee in possession has assumed and agreed to carry out any
         and all covenants and obligations of Lessor hereunder.

36.      OUTSIDE PARKING SPACES:
         ----------------------

         Lessee's occupancy of the Premises shall include the use of the number
         of outside parking spaces as set forth in the Preamble, all of which

                                       27
<PAGE>

         will be unassigned. Lessor shall not be responsible for any damage or
         theft of any vehicle in the parking area and shall not be required to
         keep parking spaces clear of unauthorized vehicles or to otherwise
         supervise the use of the parking area. Lessee shall, upon request,
         promptly furnish to Lessor the license numbers of the cars operated by
         Lessee and its subtenants, licensees, invitees, concessionaires,
         officers and employees. If any vehicle of the Lessee, or of any
         subtenant, licensee, concessionaire, or of their respective officers,
         agents or employees, is parked in any part of the Common Facilities
         other than the employee parking area(s) designated therefor by Lessor,
         Lessee shall pay to Lessor such penalty as may be fixed by Lessor from
         time to time. All amounts due under the provisions of this Article 36
         shall be deemed to be Additional Rent.

37.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY:
         ---------------------------------------

         Lessor shall not be liable for any loss of property from any cause
         whatsoever, including but not limited to theft or burglary from the
         Premises, and any such loss arising from the negligence of Lessor, its
         agents, servants or invitees, or from defects, errors or omissions in
         the construction or design of the Premises and/or the Building,
         including the structural and non-structural portions thereof, and
         Lessee covenants and agrees to make no claim for any such loss at any
         time.

38.      PARTIAL INVALIDITY:
         ------------------

         If any of the provisions of this Lease, or the application thereof to
         any person or circumstances, shall to any extent, be invalid or
         unenforceable, the remainder of this Lease, or the application of such
         provision or provisions to persons or circumstances other than those as
         to whom or which it is held invalid or unenforceable, shall not be
         affected thereby, and every provision of this Lease shall be valid and
         enforceable to the fullest extent permitted by law.





                                       28
<PAGE>

39.      LESSEE'S BROKER:
         ---------------

         Lessee represents and warrants to Lessor that its broker, as defined in
         the Preamble is the sole broker with whom Lessee has negotiated in
         bringing about this Lease and Lessee agrees to indemnify and hold
         Lessor and its mortgagee(s) harmless from any and all claims of other
         brokers and expenses in connection therewith arising out of or in
         connection with the negotiation of or the entering into this Lease by
         Lessor and Lessee. In no event shall Lessor's mortgagee(s) have any
         obligation to any broker involved in this transaction. In the event
         that no broker was involved as aforesaid, then Lessee represents and
         warrants to the Lessor that no broker brought about this transaction,
         and Lessee agrees to indemnify and hold Lessor harmless from any and
         all claims of any broker arising out of or in connection with the
         negotiations of, or entering into of, this Lease by Lessee and Lessor.

40.      PERSONAL LIABILITY:
         ------------------

         Notwithstanding anything to the contrary provided in this Lease, it is
         specifically understood and agreed, such agreement being a primary
         consideration for the execution of this Lease by Lessor, that there
         shall be absolutely no personal liability on the part of Lessor, its
         constituent members (to include but not be limited to, officers,
         directors, partners and trustees) their respective successors, assigns
         or any mortgagee in possession (for the purposes of this Article,
         collectively referred to as "Lessor"), with respect to any of the
         terms, covenants and conditions of this Lease, and that Lessee shall
         look solely to the equity of Lessor in the Building for the
         satisfaction of each and every remedy of Lessee in the event of any
         breach by Lessor of any of the terms, covenants and conditions of this
         Lease to be performed by Lessor, such exculpation of liability to be
         absolute and without any exceptions whatsoever.

41.      NO OPTION:
         ---------

         The submission of this Lease Agreement for examination does not
         constitute a reservation of, or option for, the Premises, and this
         Lease Agreement becomes effective as a Lease Agreement only upon
         execution and delivery thereof by Lessor and Lessee.

42.      DEFINITIONS:
         -----------

         a.       Affiliate -- Affiliate shall mean any corporation related to
                  Lessee as a parent, subsidiary or brother-sister corporation
                  so that such corporation and such party and other corporations
                  constitute a controlled group as determined under Section 1563
                  of the Internal Revenue Code of 1986, as amended and as
                  elaborated by the Treasury Regulations promulgated thereunder
                  or any business entity in which Lessee has more than a fifty
                  percent (50%) interest.

         b.       Common Facilities -- Common Facilities shall mean the
                  non-assigned parking areas; lobby; elevator(s); fire stairs;
                  public hallways; public lavatories; all other general Building
                  facilities that service all Building tenants; air conditioning
                  rooms; fan rooms; janitors' closets; electrical closets;
                  telephone closets; elevator shafts and machine rooms; flues;
                  stacks; pipe shafts and vertical ducts with their enclosing
                  walls. Lessor may at any time close temporarily any Common
                  Facilities to make repairs or changes therein or to effect
                  construction, repairs or changes within the Building, or to
                  discourage non-tenant parking, and may do such other acts in
                  and to the Common Facilities as in its judgement may be
                  desirable to improve the convenience thereof, but shall always
                  in connection therewith, endeavor to minimize any
                  inconvenience to Lessee.

         c.       Force Majeure -- Force Majeure shall mean and include those
                  situations beyond Lessor's reasonable control, including by
                  way of example and not by way of limitation, acts of God;
                  accidents; repairs; strikes; shortages of labor, supplies or

                                       29
<PAGE>

                  materials; inclement weather; or, where applicable, the
                  passage of time while waiting for an adjustment or insurance
                  proceeds. Any time limits required to be met by either party
                  hereunder, whether specifically made subject to Force Majeure
                  or not, except those related to the payment of Fixed Basic
                  Rent or Additional Rent, shall, unless specifically stated to
                  the contrary elsewhere in this Lease, be automatically
                  extended by the number of days by which any performance called
                  for is delayed due to Force Majeure.

         d.       Lessee's Percentage -- The parties agree that Lessee's
                  Percentage, as defined in the Preamble, reflects and will be
                  continually adjusted to reflect the ratio of the gross square
                  feet of the area rented to Lessee (including an allocable
                  share of all Common Facilities) [the numerator] as compared
                  with the total number of gross square feet of the entire
                  Building (or additional buildings that may be constructed
                  within the Office Building Area) [the denominator] measured
                  outside wall to outside wall, but excluding therefrom any
                  storage areas. Lessor shall have the right to make changes or
                  revisions in the Common Facilities of the Building so as to
                  provide additional leasing area. Lessor shall also have the
                  right to construct additional buildings in the Office Building
                  Area for such purposes as Lessor may deem appropriate, and
                  subdivide the lands for that purpose if necessary, and upon so
                  doing, the Office Building Area shall become the subdivided
                  lot on which the Building in which the Premises is located.
                  However, if any service provided for in Article 23(a) or any
                  utility provided for in Article 23(b) is separately billed or
                  separately metered within the Building, then the square
                  footage so billed or metered shall be subtracted from the
                  denominator and the Lessee's proportionate share for such
                  service and/or utility shall be separately computed, and the
                  Base Costs for such item shall not include any charges
                  attributable to said square footage. Lessee understands that
                  as a result of changes in the layout of the Common Facilities
                  from time to time occurring due to, by way of example and not
                  by way of limitation, the rearrangement of corridors, the
                  aggregate of all Building tenant proportionate shares may be
                  equal to, less than or greater than one hundred percent
                  (100%).

43.      LEASE COMMENCEMENT:
         ------------------

         Notwithstanding anything contained herein to the contrary, if Lessor,
         for any reason whatsoever, including Lessor's negligence except as
         provided for in Article 27(b), cannot deliver possession of the
         Premises, as provided for in Article 27(a), to Lessee at the
         commencement of the agreed Term as set forth in Article 2, this Lease
         shall not be void or voidable, nor shall Lessor be liable to Lessee for
         any loss or damage resulting therefrom, but in that event, the Term
         shall be for the full term as specified above to commence from and
         after the date Lessor shall have delivered possession of the Premises
         to Lessee or from the date Lessor would have delivered possession of
         the Premises to Lessee but for Lessee's failure to timely supply to
         Lessor such drawings and/or information required by Exhibit C or for
         any other reason attributable to Lessee (herein the "Commencement
         Date") and to expire midnight of the day immediately preceding Term
         anniversary of the Commencement Date, and if requested by Lessor,
         Lessor and Lessee shall, ratify and confirm said Commencement and
         Expiration Dates by completing and signing Exhibit G attached hereto
         and made a part hereof.

         Notwithstanding anything contained herein to the contrary, if Lessor
         shall not have delivered possession of the Premises to Lessee on or
         before May 23, 2003 and provided the reason therefor has not been as a
         result of Lessee's acts or omissions or Force Majeure and Lessor is
         able to deliver possession of the Premises on or before July 31, 2003,
         then, and in such event, Lessor shall reimburse Lessee in an amount not
         to exceed $24,793.84 for Lessee's cost of relocating to the Premises
         over a two (2) weekend. Such reimbursement shall be made promptly after
         Lessor's receipt of paid invoices evidencing the cost of Lessee's
         relocation.

         Notwithstanding anything contained herein to the contrary, if Lessor
         shall not have delivered possession of the Premises to Lessee on or
         before August 1, 2003 and provided the reason therefor has not been as
         a result of Lessee's acts or omissions or Force Majeure, then, and in
         such event, commencing August 1, 2003 through and including the date

                                       30
<PAGE>

         Lessor shall have delivered possession of the Premises to Lessee,
         Lessor shall reimburse Lessee in an amount not to exceed $24,793.84 per
         month for Lessee's holdover rent in Lessee's current premises through
         October 31, 2003 and thereafter shall not exceed $37,190.75 per month.
         Such reimbursement shall made promptly after Lessor's receipt of paid
         invoices evidencing Lessee's payment of such holdover rent.

         Notwithstanding anything contained in the foregoing paragraphs of this
         Article to the contrary, any delays in Lessor's substantial completion
         of the Premises resulting from Lessee's acts or omissions or Force
         Majeure shall not automatically relieve Lessor of its obligation to
         timely deliver the Premises as set forth herein. Such delays resulting
         from Lessee's acts or omissions or Force Majeure must have in fact
         delayed Lessor's substantial completion of the Premises by more than
         the number of days between the forty-fifth (45th) day after the date
         construction drawings for the Premises has been approved by Lessor and
         Lessee and May 23, 2003.

         Notwithstanding anything contained herein to the contrary, if Lessor
         shall not have delivered possession of the Premises to Lessee
         substantially completed on or before December 31, 2003 and provided the
         reason therefor has not been as a result of Lessee's acts or omissions
         or Force Majeure, then, and in such event, Lessor or Lessee may cancel
         this Lease upon thirty (30) days notice to the other, which notice
         shall be given on or before January 10, 2004 (time being of the essence
         in the giving of such notice) and this Lease shall terminate upon the
         expiration of said thirty (30) day period and the parties shall be
         released from their respective obligations under this Lease except that
         Lessor shall reimburse to Lessee any prepaid rent and return security
         deposit.

44.      NOTICES:
         -------

         Any notice by either party to the other shall be in writing and shall
         be deemed to have been duly given only if (i) delivered personally or
         (ii) sent by registered mail or certified mail return receipt requested
         in a postage paid envelope addressed or (iii) sent by nationally
         recognized overnight delivery service, if to Lessee, at the above
         described Building; if to Lessor, at Lessor's address as set forth
         above; or, to either at such other address as Lessee or Lessor,
         respectively, may designate in writing. Notice shall be deemed to have
         been duly given, if delivered personally, on delivery thereof, if
         mailed, upon the tenth (10th) day after the mailing thereof or if sent
         by overnight delivery service, the next business day.

45.      ACCORD AND SATISFACTION:
         -----------------------

         No payment by Lessee or receipt by Lessor of a lesser amount than the
         rent and additional charges payable hereunder shall be deemed to be
         other than a payment on account of the earliest stipulated Fixed Basic
         Rent and Additional Rent, nor shall any endorsement or statement on any
         check or any letter accompanying any check or payment for Fixed Basic
         Rent or Additional Rent be deemed an accord and satisfaction, and
         Lessor may accept such check or payment without prejudice to Lessor's
         right to recover the balance of such Fixed Basic Rent and Additional
         Rent or pursue any other remedy provided herein or by law.

46.      EFFECT OF WAIVERS:
         -----------------

         No failure by Lessor to insist upon the strict performance of any
         covenant, agreement, term or condition of this Lease, or to exercise
         any right or remedy consequent upon a breach thereof, and no acceptance
         of full or partial rent during the continuance of any such breach,
         shall constitute a waiver of any such breach or of such covenant,
         agreement, term or condition. No consent, or waiver, express or
         implied, by Lessor to or of any breach of any covenant, condition or
         duty of Lessee shall be construed as a consent or waiver to or of any
         other breach of the same or any other covenant, condition or duty,
         unless in writing signed by Lessor.

                                       31
<PAGE>

47.      LEASE CONDITION:
         ---------------

         Intentionally Omitted.

48.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:
         ------------------------------------------

         Lessee agrees to give any mortgagees and/or trust deed holders, by
         registered mail, a copy of any notice of default served upon Lessor,
         provided that, prior to such notice, Lessee has been notified in
         writing (by way of notice of assignment of rents and leases or
         otherwise) of the address of such mortgagees and/or trust deed holders.
         Lessee further agrees that, if Lessor shall have failed to cure such
         default within the time provided for in this Lease, then the mortgagees
         and/or trust deed holders shall have an additional thirty (30) days
         within which to cure such default, or if such default cannot be cured
         within that time, then such additional time as may be necessary, if
         within such thirty (30) days, any mortgagee and/or trust deed holder
         has commenced and is diligently pursuing the remedies necessary to cure
         such default (including but not limited to commencement of foreclosure
         proceedings if necessary to effect such cure), in which event this
         Lease shall not be terminated while such remedies are being so
         diligently pursued.

49.      LESSOR'S RESERVED RIGHT:
         -----------------------

         Lessor and Lessee acknowledge that the Premises are in a Building which
         is not open to the general public. Access to the Building is restricted
         to Lessor, Lessee, their agents, employees and contractors and to their
         invited visitors. In the event of a labor dispute including a strike,
         picketing, informational or associational activities directed at Lessee
         or any other tenant, Lessor reserves the right unilaterally to alter
         Lessee's ingress and egress to the Building or make any change in
         operating conditions to restrict pedestrian, vehicular or delivery
         ingress and egress to a particular location.

50.      CORPORATE AUTHORITY:
         -------------------

         If Lessee is a corporation, Lessee represents and warrants that this
         Lease has been duly authorized and approved by the corporation. The
         undersigned officers and representatives of the corporation represent
         and warrant that they are officers of the corporation with authority to
         execute this Lease on behalf of the corporation, and within fifteen
         (15) days of execution hereof, Lessee will provide Lessor with a
         corporate resolution confirming the aforesaid.

51.      AFTER-HOURS USE:
         ---------------

         Lessee shall be entitled to make use of said Standard Electric Service
         and HVAC beyond the Building Hours, at Lessee's sole cost and expense,
         provided Lessee shall notify the Lessor by 3:00 p.m. on the day that
         Lessee shall require said overtime use if said overtime use is required
         on any weekday, and by 3:00 p.m. on Friday for Saturday and/or Sunday
         overtime use. It is understood and agreed that Lessee shall pay the sum
         of FORTY-FIVE AND 00/100 DOLLARS ($45.00) per hour per zone for
         air-conditioning service and THIRTY AND 00/100 DOLLARS ($30.00) per
         hour per zone for heating services, plus such additional percentage
         increase of the aforesaid hourly sum computed by measuring the
         percentage increase between the rate in effect (including fuel
         surcharges or adjustments) during the month for which such overtime use
         is requested and the Base Rate. The Base Rate for purposes hereof shall
         be the average of the rates in effect (including surcharges and/or
         adjustments) during Calendar Year 2003.

         In no event shall the Lessee pay less than the sum of FORTY-FIVE AND
         00/100 DOLLARS ($45.00) per hour per zone for such overtime
         air-conditioning service or less than THIRTY AND 00/100 DOLLARS
         ($30.00) per hour per zone for such overtime heating service.

                                       32
<PAGE>

52.      LESSEE'S EXPANSION/RELOCATION:
         -----------------------------

         If necessary to accommodate the needs of a lessee leasing more gross
         rentable area in the Building than Lessee, Lessor, in its sole
         discretion, shall have the right one time during the Term to change the
         location of the Premises to other comparable space (the "Substituted
         Leased Premises") within the Building, subject to the terms and
         conditions set forth below.

         a.       The Substituted Leased Premises shall contain a minimum floor
                  area of approximately the same number of square feet as are
                  contained in the Premises; the Substituted Leased Premises
                  shall be substantially comparable to the Premises in design,
                  layout and finishes; and the square footage of any Common
                  Facilities attributable to the Substituted Leased Premises
                  shall be approximately the same as that of the Common
                  Facilities attributable to the Premises.

         b.       If the total square footage comprised by the Substituted
                  Leased Premises and its attributable Common Facilities exceed
                  the total of the Premises and its attributable Common
                  Facilities, the Lessee shall not be required to pay any
                  increase in the Fixed Basic Rent and Lessee's Percentage shall
                  not be increased. If, however, such total square footage shall
                  be less, Lessee's Fixed Basic Rent and Lessee's Percentage
                  shall be decreased proportionately.

         c.       The Lessor shall give the Lessee not less than sixty (60) days
                  prior notice of Lessor's decision to relocate the Lessee; and
                  the Lessee agrees that no later than sixty (60) days from the
                  date of its receipt of such notice it shall relocate to the
                  Substituted Leased Premises.

         d.       The Lessor shall bear and pay for the cost and expense of any
                  such relocation; provided, however, that the Lessee shall not
                  be entitled to any compensation for damages for any
                  interference with or interruption of its business during or
                  resulting from such relocation. The Lessor shall make
                  reasonable efforts to minimize such interference by relocating
                  Lessee on days and at times reasonably convenient to Lessee.

         e.       In connection with any such relocation, the Lessor shall, at
                  its own cost and expense, furnish and install in (or, if
                  practicable, relocate to) the Substituted Leased Premises all
                  walls, partitions, floors, floor coverings, ceilings,
                  fixtures, wiring and plumbing, if any, (including relocating
                  trade fixtures, equipment, furniture, furnishings,
                  telecommunications and computer wiring and cabling and other
                  personal property belonging to Lessee) required for the
                  Lessee's proper use and occupancy thereof, all of which items
                  shall be comparable in quality to those situated in the
                  Premises.

         f.       The payments of new monthly minimum rent shall commence on the
                  earlier of ten (10) days after Lessor has completed the
                  physical relocation and installation of permanent improvements
                  in the Substituted Leased Premises or the date that Lessee
                  first opens for business in the Substituted Leased Premises.

         g.       Lessor and Lessee shall promptly execute an amendment to this
                  Lease reciting the relocation of the Premises and any changes
                  in the monthly minimum rent payable hereunder.

53.      BUILDING PERMIT:
         ---------------

         This Lease is expressly conditioned upon Lessor obtaining a building
         permit from the appropriate government official for Lessee's Premises.
         Lessor hereby agrees to make application to said government official
         within five (5) days following the execution of the construction
         drawings for the Premises. As used herein, construction drawings shall
         mean the final plans and specifications required pursuant to Article
         27(b).

                                       33
<PAGE>

54. RIGHT OF FIRST OFFER:
    --------------------

                  a.       i. Subject to the provisions of this Article, Lessee
                           shall have the option to lease from Lessor contiguous
                           space on the fourth (4) floor as shown on the
                           attached floor plan, ("Additional Space") at the
                           expiration of the existing space leases for such
                           Additional Space, subject to Lessor's right to renew
                           such leases with the current tenant(s) only. If the
                           Term of this Lease shall be in full force and effect
                           on the expiration or termination date of the existing
                           space leases for the Additional Space, subject to
                           Lessor's right to renew such leases with the current
                           tenant(s) only, and the date upon which Lessee shall
                           exercise the option hereinafter referred to, Lessee
                           shall have the option to lease all, but not less than
                           all of the Additional Space on an as-is basis,
                           provided Lessee gives Lessor written notice of such
                           election within ten (10) days after Lessee shall
                           receive Lessor's notice that such Additional Space is
                           available for leasing to Lessee. If Lessee fails or
                           refuses to exercise this option within the time
                           period set forth above (TIME BEING OF THE ESSENCE),
                           then and in such event Lessee shall have no further
                           rights under this Section with respect to such
                           Additional Space. If Lessee shall elect to lease said
                           Additional Space: (v) said Additional Space shall be
                           deemed incorporated within and part of the Premises
                           on the date that Lessor shall notify Lessee that such
                           Additional Space is ready for occupancy by Lessee
                           subject to any delays relating to the determination
                           of fair market rent and shall expire on the
                           Expiration Date of this Lease, (x) the Fixed Basic
                           Rent payable under this Lease shall be increased by
                           an amount such that during the balance of the term of
                           this Lease the Fixed Basic Rent for said Additional
                           Space shall be the then fair market rent for the
                           Additional Space, as determined in the manner set
                           forth in clause (ii) below, (y) Lessee's Percentage
                           Share shall be proportionately increased, and (z) all
                           other terms and provisions set forth in this Lease
                           shall apply, except that Lessor not be required to
                           perform any work with respect to said Additional
                           Space.

                           The parties shall promptly execute an amendment of
                           this Lease confirming Lessee's election to lease said
                           Additional Space and the incorporation of said
                           Additional Space into the Premises.

                           ii. Lessor and Lessee shall use their best efforts,
                           within thirty (30) days after Lessor receives
                           Lessee's notice of its election to lease said
                           Additional Space, ("Negotiation Period") to agree
                           upon the Fixed Basic Rent to be paid by Lessee for
                           said Additional Space. If Lessor and Lessee shall
                           agree upon the Fixed Basic Rent, the parties shall
                           promptly execute an amendment to this Lease stating
                           the Fixed Basic Rent for the Additional Space.

                           If the parties are unable to agree on the Fixed Basic
                           Rent for said Additional Space during the Negotiation
                           Period, then within fifteen (15) days notice from the
                           other party, given after expiration of the
                           Negotiation Period, each party, at its cost and upon
                           notice to the other party, shall appoint a person to
                           act as an appraiser hereunder, to determine the fair
                           market rent for the Additional Space. Each such
                           person shall be a real estate broker or appraiser
                           with at least ten (10) years' active commercial real
                           estate appraisal or brokerage experience (involving
                           the leasing of similar space as agent for both
                           landlords and tenants) in Essex County, New Jersey.
                           If a party does not appoint a person to act as an
                           appraiser within said fifteen (15) day period, the
                           person appointed by the other party shall be the sole
                           appraiser and shall determine the aforesaid fair
                           market rent. Each notice containing the name of a
                           person to act as appraiser shall contain the person's
                           address. Before proceeding to establish the fair
                           market rent, the appraisers shall subscribe and swear
                           to an oath fairly and impartially to determine such
                           rent.

                           If the two appraisers are appointed by the parties as
                           stated in the immediately preceding paragraph, they
                           shall meet promptly and attempt to determine the fair
                           market rent. If they are unable to agree within
                           forty-five (45) days after the appointment of the
                           second appraiser, they shall attempt to select a
                           third person meeting the qualifications stated in the
                           immediately preceding paragraph within fifteen (15)
                           days after the last day the two appraisers are given
                           to determine the fair market rent. If they are unable

                                       34
<PAGE>
                           to agree on the third person to act as appraiser
                           within said fifteen (15) day period, the third person
                           shall be appointed by the American Arbitration
                           Association, upon the application of Lessor or Lessee
                           to the office of the Association nearest the
                           Building. The person appointed to act as appraiser by
                           the Association shall be required to meet the
                           qualifications stated in the immediately preceding
                           paragraph. Each of the parties shall bear fifty
                           percent (50%) of the cost of appointing the third
                           person and of paying the third person's fees. The
                           third person, however selected, shall be required to
                           take an oath similar to that described above.

                           The three appraisers shall meet and determine the
                           fair market rent. A decision in which two of the
                           three appraisers concur shall be binding and
                           conclusive upon the parties. In deciding the dispute,
                           the appraisers shall act in accordance with the rules
                           then in force of the American Arbitration
                           Association, subject however, to such limitations as
                           may be placed on them by the provisions of this
                           Lease.

                           After the Fixed Basic Rent for the Additional Space
                           has been determined by the appraiser or appraisers
                           and the appraiser or appraisers shall have notified
                           the parties, at the request of either party, both
                           parties shall execute and deliver to each other an
                           amendment of this Lease stating the Fixed Basic Rent
                           for the Additional Space.

                           If the Fixed Basic Rent for said Additional Space has
                           not been agreed to or established prior to the
                           incorporation of said Additional Space in the
                           Premises, then Lessee shall pay to Lessor an annual
                           rent ("Temporary Rent") which Temporary Rent on a per
                           square foot basis shall be equal to the Fixed Basic
                           Rent, on a per square foot basis, then being paid by
                           Lessee for the Premises.

                           Thereafter, if the parties shall agree upon a Fixed
                           Basic Rent, or the Fixed Basic Rent shall be
                           established upon the determination of the fair market
                           rent by the appraiser or appraisers, at a rate at
                           variance with the Temporary Rent (i) if such Fixed
                           Basic Rent is greater than the Temporary Rent, Lessee
                           shall promptly pay to Lessor the difference between
                           the Fixed Basic Rent determined by agreement or the
                           appraisal process and the Temporary Rent, or (ii) if
                           such Fixed Basic Rent is less than the Temporary
                           Rent, Lessor shall credit to Lessee's subsequent
                           monthly installments of Fixed Basic Rent the
                           difference between the Temporary Rent and the Fixed
                           Basic Rent determined by agreement or the appraisal
                           process.

                           In determining the fair market rent for said
                           Additional Space, the appraiser or appraisers shall
                           be required to take into account the rentals at which
                           leases are then being concluded for comparable space
                           in the Building and in comparable buildings in the
                           County of Essex, New Jersey. In no event shall the
                           Fixed Basic Rent for the Additional Space, on a per
                           square foot basis, be less than the Fixed Basic Rent
                           for the Premises, on a per square foot basis.

                  b.       The option granted to Lessee under this Article 54
                           may be exercised only by Lessee, its permitted
                           successors and assigns, and not by any subtenant or
                           any successor to the interest of Lessee by reason of
                           any action under the Bankruptcy Code, or by any
                           public officer, custodian, receiver, United States
                           Trustee, trustee or liquidator of Lessee or
                           substantially all of Lessee's property. Lessee shall
                           have no right to exercise any of such options
                           subsequent to the date Lessor shall have the right to
                           give the notice of termination referred to in Article
                           13. Notwithstanding the foregoing, Lessee shall have
                           no right to exercise the option granted to Lessee
                           hereunder if, at the time it gives notice of such
                           election (i) Lessee shall not be in occupancy of
                           substantially all of the Premises or (ii) the
                           Premises or any part thereof shall be the subject of
                           a sublease other than with any affiliate of Lessee.
                           If Lessee shall have elected to exercise its option
                           hereunder, such election shall be deemed withdrawn
                           if, at any time after the giving of notice of such
                           election and prior to the occupancy of the Additional
                           Space, Lessee shall sublease all or any part of the
                           Premises except to an affiliate of Lessee.

                                       35
<PAGE>

55.      TERMINATION OPTION:
         ------------------

         Notwithstanding anything to the contrary contained herein, Lessee shall
         have a one-time option to surrender the Premises ("Termination Option")
         in accordance with the following terms and conditions:

         a.       If Lessee desires to exercise the Termination Option, Lessee
                  shall give Lessor irrevocable written notice ("Termination
                  Notice") of Lessee's exercise of this Termination Option,
                  which shall be delivered by certified mail which Termination
                  Notice must be received by Lessor no later than the date that
                  is twelve (12) full months prior to the Termination Date. TIME
                  IS OF THE ESSENCE with respect to Lessor's receipt of the
                  Termination Notice and all other deadlines in this Article.

         b.       If Lessee gives the Termination Notice and complies with all
                  the provisions in this Article, the Lease as it applies to the
                  Premises only shall terminate at 11:59 p.m. on the last day of
                  the month during which the fifth (5th) anniversary of the
                  Commencement Date occurs (the "Termination Date").

         c.       In consideration for Lessee's termination of this Lease,
                  Lessee shall pay Lessor $323,230.00 ("Termination Fee")
                  simultaneously with the Termination Notice sent by Lessee to
                  Lessor.

         d.       Lessee's obligations to pay Fixed Basic Rent, Additional Rent,
                  and any other costs or charges under this Lease, and to
                  perform all other Lease obligations for the period up to and
                  including the Termination Date, shall survive the termination
                  of this Lease.

         e.       Notwithstanding the foregoing, if at any time during the
                  period on or after the date on which Lessee shall exercise its
                  Termination Option, up to and including the Termination Date,
                  Lessor shall have notified Lessee in writing of a default and
                  Lessee shall remain in default after the expiration of any
                  applicable grace or cure period, then Lessor may elect, but is
                  not obligated, to cancel and declare null and void Lessee's
                  exercise of the Termination Option by notice to Lessee thereof
                  and this Lease shall continue in full force and effect for the
                  full Term hereof unaffected by Lessee's exercise of the
                  Termination Option. If Lessor does not cancel Lessee's
                  exercise of the Termination Option after Lessee's default,
                  Lessee shall cure any default within the period of time
                  specified in this Lease and this obligation shall survive the
                  Termination Date.

         f.       In the event Lessee exercises the Termination Option, Lessee
                  covenants and agrees to surrender full and complete possession
                  of the Premises to Lessor on or before the Termination Date
                  vacant, broom-clean, in good order and condition, and, in
                  accordance with the provisions of this Lease, and thereafter
                  the Premises shall be free and clear of all leases, tenancies,
                  and rights of occupancy of any entity claiming by or through
                  Lessee.

         g.       If Lessee shall fail to deliver possession of the Premises on
                  or before the Termination Date in accordance with the terms
                  hereof, Lessee shall be deemed to be a holdover Lessee from
                  and after the Termination Date, and in such event all
                  covenants and terms of Article 25 shall apply and shall also
                  be liable to Lessor for all costs and expenses incurred by
                  Lessor in securing possession of the Premises. Lessor may
                  accept any such sums from Lessee without prejudice to Lessor's
                  right to evict Lessee from the Premises by any lawful means.

         h.       If Lessee properly and timely exercises the Termination Option
                  and properly and timely satisfies all other monetary and
                  non-monetary obligations under this Lease, the Lease as it
                  applies to the Premises shall cease and expire on the
                  Termination Date with the same force and effect as if said
                  Termination Date were the date originally provided in this
                  Lease as the Expiration Date of the Term hereof.

                                       36
<PAGE>

         i.       If this Lease has been assigned or all or a portion of the
                  Premises has been sublet to other than an Affiliate of Lessee,
                  this Termination Option shall be deemed null and void and
                  neither Lessee nor any assignee or sublessee shall have the
                  right to exercise such option during the term of such
                  assignment or sublease.

56.      FOOD SERVICE:
         ------------

         Lessor shall maintain a food service provider to service the Building.
         If the food service provider ceases operations, Lessor shall not be in
         default under this Lease, provided that Lessor shall use diligent, good
         faith efforts to replace the food service provider as expeditiously as
         is commercially reasonably possible, provided that such period may
         never exceed three (3) months.













                                       37
<PAGE>


57.      FURNITURE AND PHONE SYSTEM:
         --------------------------

         As additional security for the faithful performance and observance by
         Lessee of all of the terms, provisions and conditions of this Lease,
         Lessee hereby grants to and creates on behalf of Lessor a security
         interest in the furniture and phone system being purchased by Lessee
         from Lessor for Lessee's use in the Premises. The security interest
         herein granted shall be subordinate to the lien of any lender of
         Lessee. This Lease constitutes a security agreement under the New
         Jersey Uniform Commercial Code. Lessee agrees from time to time to
         execute and deliver such security agreements and financing statements
         as Lessor shall reasonably require to evidence and/or perfect the lien
         of the security interest granted herein, within five (5) days of
         Lessor's request therefor. Any recording cost for such financing
         statements shall be borne by Lessor. Upon the occurrence of any default
         hereunder by Lessee, beyond applicable notice and cure periods, during
         the first (1st) Lease Year, Lessor may, at its option, foreclose on
         said security and apply the proceeds of the sale of the property
         covered thereby for the payment of all rent owing under this Lease or
         any other sum owing by Lessee under the terms of Article 14 above,
         including, but not limited to any damages or deficiencies resulting
         from any reletting of the Premises, whether said damage or deficiency
         accrued before or after summary proceedings or other re-entry by
         Lessor. Lessee covenants that it shall keep and maintain all such
         furniture and phone system in good, substantial and efficient operating
         condition at Lessee's sole cost and expense, during the first (1st)
         Lease Year. Notwithstanding the foregoing, provided that Lessee
         complies with each of its obligations under this Lease during the first
         (1st) Lease Year, the security interest granted to Lessor hereunder
         shall cease and be of further force or effect after the first (1st)
         Lease Year. Lessor shall execute such termination of any financing
         statements as shall be required to effectuate such termination of
         Lessor's security interest.

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals the day and year first above written.

LESSOR:                                         LESSEE:

CWLT ROSELAND EXCHANGE L.L.C.                   AMERICAN BUSINESS FINANCIAL
                                                SERVICES, INC.
By:  Mack-Cali Texas Property L.P., member

By:  Mack-Cali Sub XVII, Inc. its general
     partner

By:  _____________________________               By:  __________________________
     Michael K. Nevins                                Name:
     Vice President - Leasing                         Title:





                                       38
<PAGE>



                                    EXHIBIT A
                                    ---------

                              LOCATION OF PREMISES
















                               Exhibit A - Page 1

<PAGE>



                                   EXHIBIT A-1

                              OFFICE BUILDING AREA


BEGINNING at a point on the northerly side line of Eisenhower Parkway at the
division line between Lots 6 and 7, Tax Maps Borough of Roseland;

thence (1) running along said division line, North 51(Degree)-14'-40" West,
966.53 feet to a point on the southerly line of PSE&G right-of-way;

thence (2) running along the southerly line of said right-of-way, North
32(Degree)-12'52" East, 534.42 feet to an angle in same;

thence (3) still along same, North 37(Degree)-37'-13" East, 303.58 feet to a
corner in same;

thence (4) still along same, North 51(Degree)-03'-31" West, 28.80 feet to a
corner in same;

thence (5) still along same, North 32(Degree)-12'-52" East, 418.07 feet to a
point on the westerly line of lands of the Borough of Roseland (Lot 2);

thence (6) running along the westerly line of said Lot 2 and along the westerly
line of Lots 13 and 14 lands of Beechtree Glen Inc., South 51(Degree)-28'01"
East, 873.45 feet to a point on the northerly side line of Eisenhower Parkway;

thence (7) running along the northerly side line of Eisenhower Parkway, South
3(Degree)-58'-50" West, 56.10 feet to a point;

thence (8) still along same, on a curve, curving to the right, having a radius
of 905.37 feet, an arc distance of 495.69 feet and a chord of South
19(Degree)-39'-55" West, 489.52 feet to a point;

thence (9) still along same, South 35(Degree)-21'-00" West, 745.94 feet to the
point and place of BEGINNING.




                               Exhibit A - Page 1

<PAGE>

                                    EXHIBIT B
                                    ---------

                              RULES AND REGULATIONS


1.      OBSTRUCTION OF PASSAGEWAYS: The sidewalks, entrance, passages, courts,
        elevators, vestibules, stairways, corridors and public parts of the
        Building shall not be obstructed or encumbered by Lessee or used by
        Lessee for any purpose other than ingress and egress. If the Premises
        are situated on the ground floor with direct access to the street, then
        Lessor shall, at Lessor's expense, keep the sidewalks and curbs directly
        in front of the Premises clean and free from ice, snow and refuse.

2.      WINDOWS: Windows in the Premises shall not be covered or obstructed by
        Lessee. No bottles, parcels or other articles shall be placed on the
        window sills, in the halls, or in any other part of the Building other
        than the Premises. No article shall be thrown out of the doors or
        windows of the Premises.

3.      PROJECTIONS FROM BUILDING: No awnings, air-conditioning units, or other
        fixtures shall be attached to the outside walls or the window sills of
        the Building or otherwise affixed so as to project from the Building,
        without prior written consent of Lessor.

4.      SIGNS: No sign or lettering shall be affixed by Lessee to any part of
        the outside of the Premises, or any part of the inside of the Premises
        so as to be clearly visible from the outside of the Premises, without
        the prior written consent of Lessor. However, Lessee shall have the
        right to place its name on any door leading into the Premises the size,
        color and style thereof to be subject to the Lessor's approval. Lessee
        shall not have the right to have additional names placed on the Building
        directory without Lessor's prior written consent.

5.      FLOOR COVERING: Lessee shall not lay linoleum or other similar floor
        covering so that the same shall come in direct contact with the floor of
        the Premises. If linoleum or other similar floor covering is desired to
        be used, an interlining of builder's deadening felt shall first be fixed
        to the floor by a paste or other material that may easily be removed
        with water, the use of cement or other similar adhesive material being
        expressly prohibited.

6.      INTERFERENCE WITH OCCUPANTS OF BUILDING: Lessee shall not make, or
        permit to be made, any unseemly or disturbing noises or odors and shall
        not interfere with other tenants or those having business with them.
        Lessee will keep all mechanical apparatus in the Premises free of
        vibration and noise which may be transmitted beyond the limits of the
        Premises.

7.      LOCK KEYS: No additional locks or bolts of any kind shall be placed on
        any of the doors or windows by Lessee. Lessee shall, on the termination
        of Lessee's tenancy, deliver to Lessor all keys to any space within the
        Building either furnished to or otherwise procured by Lessee, and in the
        event of the loss of any keys furnished, Lessee shall pay to Lessor the
        cost thereof. Lessee, before closing and leaving the Premises, shall
        ensure that all windows are closed and entrance doors locked. Nothing in
        this Paragraph 7 shall be deemed to prohibit Lessee from installing a
        burglar alarm within the Premises, provided: (1) Lessee obtains Lessor's
        consent which will not be unreasonably withheld or delayed; (2) Lessee
        supplies Lessor with copies of the plans and specifications of the
        system; (3) such installation shall not damage the Building; and (4) all
        costs of installation shall be borne solely by Lessee.

8.      CONTRACTORS: No contract of any kind with any supplier of towels, water,
        toilet articles, waxing, rug shampooing, venetian blind washing,
        furniture polishing, lamp servicing, cleaning of electrical fixtures,
        removal of waste paper, rubbish, garbage, or other like service shall be
        entered into by Lessee, nor shall any machine of any kind be installed
        in the Building or the Office Building Area without the prior written
        consent of the Lessor. Lessee shall not employ any persons other than
        Lessor's janitors for the purpose of cleaning the Premises without prior
        written consent of Lessor. Lessor shall not be responsible to Lessee for
        any loss of property from the Premises however occurring, or for any
        damage to the effects of Lessee by such janitors or any of its
        employees, or by any other person or any other cause.

                               Exhibit B - Page 1


<PAGE>

9.      PROHIBITED ON PREMISES: Lessee shall not conduct, or permit any other
        person to conduct, any auction upon the Premises, manufacture or store
        goods, wares or merchandise upon the Premises without the prior written
        approval of Lessor, except the storage of usual supplies and inventory
        to be used by Lessee in the conduct of his business, permit the Premises
        to be used for gambling, make any unusual noises in the Building, permit
        to be played musical instrument on the Premises, permit any radio to be
        played, or television, recorded or wired music in such loud manner as to
        disturb or annoy other tenants, or permit any unusual odors to be
        produced on the Premises. Lessee shall not permit any portion of the
        Premises to be occupied as an office for a public stenographer or
        typewriter, or for the storage, manufacture, or sale of intoxicating
        beverages, narcotics, tobacco in any form or as a barber or manicure
        shop. Canvassing, soliciting and peddling in the Building and the Office
        Building Area are prohibited and Lessee shall cooperate to prevent the
        same. No bicycles, vehicles or animals of any kind shall be brought into
        or kept in or about the Premises.

10.     PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be
        used for any purpose other than those for which they were constructed;
        and no sweepings, rubbish, ashes, newspaper or other substances of any
        kind shall be thrown into them. Waste and excessive or unusual amounts
        of electricity or water is prohibited. When electric wiring of any kind
        is introduced, it must be connected as directed by Lessor, and no
        stringing or cutting of wires will be allowed, except by prior written
        consent of Lessor, and shall be done by contractors approved by Lessor.
        The number and locations of telephones, telegraph instruments,
        electrical appliances, call boxes, etc. shall be subject to Lessor's
        approval.

11.     MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER: The carrying in or out
        of freight, furniture or bulky matter of any description must take place
        during such hours as Lessor may from time to time reasonably determine
        and only after advance notice to the superintendent of the Building. The
        persons employed by Lessee for such work must be reasonably acceptable
        to the Lessor. Lessee may, subject to these provisions, move freight,
        furniture, bulky matter, and other material into or out of the Premises
        on Saturdays between the hours of 9:00 a.m. and 1:00 p.m., provided
        Lessee pays additional costs, if any, incurred by Lessor for elevator
        operators or security guards, and for any other expenses occasioned by
        such activity of Lessee. If, at least three (3) days prior to such
        activity, Lessor requests that Lessee deposit with Lessor, as security
        of Lessee's obligations to pay such additional costs, a sum of which
        Lessor reasonably estimates to be the amount of such additional cost,
        the Lessee shall deposit such sum with Lessor as security of such cost.
        There shall not be used in the Building or Premises, either by Lessee or
        by others in the delivery or receipt of merchandise, any hand trucks
        except those equipped with rubber tires and side guards, and no hand
        trucks will be allowed in the elevators without the consent of the
        superintendent of the Building. Notwithstanding the foregoing, Lessee
        may move into the Premises on a weekend and Lessor shall cooperate with
        Lessee with respect thereto, including, without limitation, having all
        elevators operating on the moving date or other appropriate Building
        Holiday if Lessee shall move into the Premises on such day.

12.     SAFES AND OTHER HEAVY EQUIPMENT: Lessor reserves the right to prescribe
        the weight and position of all safes and other heavy equipment so as to
        distribute properly the weight thereof and to prevent any unsafe
        condition from arising.

13.     ADVERTISING: Lessor shall have the right to prohibit any advertising by
        Lessee which in Lessor's reasonable opinion tends to impair the
        reputation of the Building or its desirability as a building for
        offices, and upon written notice from Lessor, Lessee shall refrain from
        or discontinue such advertising.

14.     NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Lessor shall not
        be responsible to Lessee for non-observance or violation of any of these
        rules and regulations by any other tenant.

15.     AFTER HOURS USE: Lessor reserves the right to exclude from the Building
        between the hours of 6:00 p.m. and 8:00 a.m. and at all hours on
        Saturdays, Sundays and Building Holidays, all persons who do not present
        a pass to the Building signed by the Lessee. Each Lessee shall be
        responsible for all persons for whom such a pass is issued and shall be
        liable to the Lessor for the acts of such persons.

                               Exhibit B - Page 2


<PAGE>

16.     PARKING: Lessee and its employees shall park their cars only in those
        portions of the parking area designated by Lessor.

17.     Lessor hereby reserves to itself any and all rights not granted to
        Lessee hereunder, including, but not limited to, the following rights
        which are reserved to Lessor for its purposes in operating the Building:

        a)        the exclusive right to the use of the name of the Building for
                  all purposes, except that Lessee may use the name as its
                  business address and for no other purposes; and

        b)        the right to change the name or address of the Building,
                  without incurring any liability to Lessee for doing so; and

        c)        the right to install and maintain a sign on the exterior of
                  the Building; and

        d)        the exclusive right to use or dispose of the use of the roof
                  of the Building; and

        e)        the right to limit the space on the directory of the Building
                  to be allotted to Lessee; and

        f)        the right to grant to anyone the right to conduct any
                  particular business or undertaking in the Building.

18.     The Lessee shall be responsible for initiating, maintaining and
        supervising all health and safety precautions and/or programs required
        by Law in connection with the Lessee's use and occupancy of the
        Premises.

19.     The Lessee shall not store, introduce or otherwise permit any material
        known to be hazardous within the Premises. Any material within the
        Premises which is determined to be hazardous shall be removed and
        properly disposed of by the Lessee at the Lessee's sole expense.


                                    -- END --





                               Exhibit B - Page 3


<PAGE>


                                    EXHIBIT C
                                    ---------

                                      NOTES

RE:     Workletter Agreement for office space on the fourth (4th) floor at 105
        Eisenhower Parkway, Roseland, New Jersey.

                                                                          , 2003

LESSEE:

AMERICAN BUSINESS FINANCIAL SERVICES, INC.
------------------------------------------

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease ("Lease"), covering the space referred to
above, as more particularly described in the Lease ("Premises").

To induce Lessee to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

1.       Lessor shall have its architect prepare the following architectural and
         mechanical drawings and specifications based upon the sketch layout
         supplied to Lessor by Lessee, attached hereto and made a part hereof,
         upon full execution of this Lease.

         a.       Architectural drawings and specifications for Lessee's
                  partition layout, reflected ceiling, placement of electrical
                  outlets and other installations for the work to be done by
                  Lessor.

         b.       Mechanical plans and specifications where necessary for
                  installation of air conditioning systems, ductwork and
                  heating.

         All such plans and specifications are expressly subject to Lessor's
         written approval, which Lessor covenants it will not unreasonably
         withhold.

2.       Lessor agrees to cause the partition plan, electrical plan and the
         reflected ceiling plan to be delivered to Lessee on or before the
         fifteenth (15th) day after Lease execution. Lessee agrees to approve
         said plans by initialing and returning same to Lessor within five (5)
         business days of receipt of each plan. Upon approval of the plans
         initialed by Lessee, Lessor shall file said plans with the appropriate
         governmental agencies.

3.       Lessor agrees, at its expense and without charge to Lessee (unless
         otherwise provided), to do the work in the Premises as shown on the
         plans attached hereto and described on the "Description of Materials"
         schedule attached hereto which shall hereinafter be referred to as "The
         Work". The Work shall include Lessor's general conditions and overhead
         amounts indicated on the Description of Materials. "Building Standard"
         shall mean the type and grade of material, equipment and/or device
         designated by Lessor as standard for the Building. All items are
         Building Standard unless otherwise noted. The provisions of Article 6
         of the Lease shall apply to any alterations made to the Premises after
         the initial work to be performed herein.

4.       Against the cost of The Work, Lessor shall credit an allowance of
         $482,450.00 ("Lessor's Allowance") and the remaining balance, if any,
         shall be deemed Additional Rent and paid by Lessee as follows: (i)
         fifty percent (50%) upon Lessee's execution and delivery of this Lease
         and (ii) fifty percent (50%) upon Lessor's substantial completion of
         The Work and prior to Lessee's occupancy of the Premises.
         Notwithstanding the foregoing, Lessee may utilize any portion of
         Lessor's Allowance toward the cost of connecting, including wiring and
         cabling, any existing equipment to be utilized by Lessee in the
         Premises and the cost of relocating the existing furniture and
         equipment within the Building to be utilized by Lessee in the Premises.

5.       All low partitioning, workstation modules, bank screen partitions and
         prefabricated partition systems shall be furnished and installed by
         Lessee.

                               Exhibit C - Page 1
<PAGE>

6.       The installation or wiring of telephone and computer (data) outlets is
         not part of The Work. Lessee shall bear the responsibility to provide
         its own telephone and data systems at Lessee's sole cost and expense.
         Upon expiration or sooner termination of the Lease, Lessee shall remove
         all telephone and data equipment and wiring from the Premises and the
         Building risers upon vacation of same.

7.       Changes in The Work, if necessary, except if a result of error or
         omission of Lessor, architect or other agent or employee of Lessor, or
         requested by the Lessee, shall be accomplished after the execution of
         the Lease and this Workletter Agreement, and without invalidating any
         part of the Lease or Workletter Agreement, by written agreement between
         Lessor and Lessee hereinafter referred to as a Change Order. Each
         Change Order shall be prepared by Lessor and signed by both Lessee and
         Lessor stating their agreement upon all of the following:

         a.       The scope of the change in The Work; and

         b.       The cost of the change; and

         c.       Manner in which the cost will be paid or credited; and

         d.       The estimated extent of any adjustment to the Commencement
                  Date (if any) as a result of the change in The Work.

         Each and every Change Order shall be signed by Lessor's and Lessee's
         respective construction representatives. In no event shall any Change
         Order(s) be permitted without such authorizations. A 10% supervision
         plus 7% overhead charge will be added to the cost of any Change Order
         and to the cost of any other work to be performed by Lessor in the
         Premises after Lessor's completion of The Work. If Lessee shall fail to
         approve any such Change Order within one (1) week, the same shall be
         deemed disapproved in all respects by Lessee and Lessor shall not be
         authorized to proceed thereon. Any increase in the cost of The Work or
         the change in The Work stated in a Change Order which results from
         Lessee's failure to timely approve and return said Change Order shall
         be paid by the Lessee. Lessee agrees to pay to Lessor the cost of any
         Change Order promptly upon receipt of an invoice for same. Similarly,
         any cost savings resulting from such Change Order(s) shall be credited
         to the Lessee.

8.       If Lessee elects to use the architect suggested by Lessor, this
         architect becomes the Lessee's agent solely with respect to the plans,
         specifications and The Work. If any change is made after completion of
         schematic drawings and prior to completion of final construction
         documents which result in a Change Order and additional costs, such
         costs shall be the responsibility of the Lessee.

9.       Prior to Lessee's occupancy of the Premises, Lessee shall identify and
         list any portion of The Work which does not conform to this Workletter
         Agreement ("Punch List"). The Lessor shall review with the Lessee all
         of the items so listed and correct or complete any portion of The Work
         which fails to conform to the requirements of this Workletter
         Agreement.

10.      The terms contained in the Lease (which include all exhibits attached
         thereto) constitute Lessor's agreement with Lessee with respect to the
         work to be performed by Lessor on Lessee's behalf. If the architectural
         drawings are in conflict with the terms of the Lease, then the Lease
         shall be deemed the controlling document.

11.      All materials and installations constructed for the Lessee within the
         Premises shall become the property of the Lessor upon installation. No
         refund, credit or removal of said items is to be permitted at the
         termination of the Lease. Items installed that are not integrated in
         any such way with other common building materials do not fall under
         this provision (e.g. shelving, furniture, etc.).

12.      It is agreed that notwithstanding the date provided in the Lease for
         the Commencement Date, the term shall not commence until Lessor has
         "substantially completed" all work to be performed by Lessor as
         hereinbefore set forth in Paragraph 3 above and as set forth in the

                               Exhibit C - Page 2
<PAGE>

         Lease; provided, however, that if Lessor shall be delayed in
         substantially completing said work as a result of:

         a.       Lessee's failure to approve the plans and specifications in
                  accordance with Paragraph 2 hereof; or

         b.       Lessee's failure to furnish interior finish specifications,
                  i.e., paint colors, carpet selection, etc., to Lessor by the
                  fifth (5th) working day after Lessor has approved the plans
                  and specifications submitted by Lessee referred to in
                  Paragraph 2 hereof; or

         c.       Lessee's request for materials, finishes or installations
                  other than Lessor's Building Standard; or

         d.       Lessee's changes in The Work; or

         e.       The performance of a person, firm, partnership or corporation
                  employed by Lessee and the completion of the said work by said
                  person, firm, partnership or corporation;

         then the Commencement Date of the term of said Lease shall be
         accelerated by the number of days of such delay and Lessee's obligation
         to pay Fixed Basic Rent and Additional Rent shall commence as of such
         earlier date.

13.      Lessor shall permit Lessee and its agents to enter the Premises prior
         to the Commencement Date in order that Lessee may perform through its
         own non-union contractors (or union contractor if required by Lessor)
         such other work and decorations as Lessee may desire at the same time
         Lessor's contractors are working in the Premises. The foregoing license
         to enter prior to the Commencement Date, however, is conditioned upon:

         a.       Lessee's workmen and mechanics working in harmony and not
                  interfering with the labor employed by Lessor, Lessor's
                  mechanics or contractors or by any other Lessee or its
                  mechanics or contractors; and

         b.       Lessee providing Lessor with evidence of Lessee's contractors
                  and subcontractors carrying such worker's compensation,
                  general liability, personal and property insurance as required
                  by law and in amounts no less than the amounts set forth in
                  Article 30 of the Lease. If at any time such entry shall cause
                  disharmony or interference therewith, this license may be
                  withdrawn by Lessor upon forty-eight (48) hours written notice
                  to Lessee. Such entry shall be deemed controlled by all of the
                  terms, covenants, provisions and conditions of said Lease,
                  except as to the covenant to pay Fixed Basic Rent and
                  Additional Rent. Lessor shall not be liable in any way for any
                  injury, loss or damage which may occur to any of Lessee's
                  decorations or installations so made prior to the Commencement
                  Date, the same being solely at Lessee's risk.

14.      No part of the Premises shall be deemed unavailable for occupancy by
         the Lessee, or shall any work which the Lessor is obligated to perform
         in such part of the Premises be deemed incomplete for the purpose of
         any adjustment of Fixed Basic Rent payable hereunder, solely due to the
         non-completion of details of construction, decoration or mechanical
         adjustments which are minor in character and the non-completion of
         which does not materially interfere with the Lessee's use of such part
         of the Premises, provided that such adjustments are completed within
         twenty (20) business days.

15.      Lessee is responsible for all costs related to the repairs and
         maintenance of any additional or supplemental HVAC systems, appliances
         and equipment installed to meet Lessee's specific requirements. Lessee
         shall purchase a service contract for this equipment so that the
         equipment is covered by such service contract each year of the term of
         the Lease and shall forward a copy of such contract to Lessor.

16.      If construction is to occur in a space occupied by Lessee's employees,
         Lessee shall be liable for all costs associated with a delay if Lessee
         shall fail to comply with a submitted construction schedule to relocate
         personnel, furniture, or equipment. These costs shall include, but not
         be limited to the following:

                               Exhibit C - Page 3
<PAGE>

         a.       cost of construction workers time wasted; and

         b.       cost of any overtime work necessary to meet schedule
                  deadlines; and

         c.       any other costs associated with delays in final completion.

17.      This workletter is based on the quantities and specifications listed
         herein. Any change to these specifications shall require the
         recalculation of the construction costs. Such recalculation shall not
         negate any other section of this Lease.

18.      All sums payable by Lessee to Lessor in connection with this Exhibit C
         and any other work to be performed by Lessor within the Premises and
         billable to Lessee shall be deemed Additional Rent.

19.      With respect to the construction work being conducted in or about the
         Premises, each party agrees to be bound by the approval and actions of
         their respective construction representatives. Unless changed by
         written notification, the parties hereby designate the following
         individuals as their respective construction representatives:

         FOR LESSOR:                            FOR LESSEE:

         _________________________________      ________________________________
         c/o Mack-Cali Realty Corporation       ________________________________
         _________________________________      ________________________________
         _________________________________      ________________________________




                               Exhibit C - Page 4

<PAGE>

                                  EXHIBIT C-1
                                  -----------

                   AIR CONDITIONING & HEATING DESIGN STANDARDS


The following are design standards for the building air-conditioning system for
cooling and heating in the air in the subject building:

1.       During the normal heating season to maintain an average indoor dry bulb
         temperature of not less than 70 degrees F (21 degrees C) or more than
         76 degrees (24.4 degrees C) when the outdoor dry bulb temperature is
         lower than 65 degrees F (18 degrees C) but not lower than 0 degrees F
         (-13 degrees C).

2.       To maintain comfort cooling for an average indoor dry bulb temperature
         of not more than 78 degrees F when the outside dry bulb temperature is
         95 degrees F (24 degrees C).

3.       During the intermediate seasons, when the outside dry bulb temperature
         is below 55 degrees (13 degrees C), cooling will be provided by outside
         air usage in conjunction with operating of return air, outside air and
         exhaust air dampers.

4.       To furnish not less than .10 cubic foot of fresh air per minute per
         square foot of rentable area, and between .20 and 1.0 cubic feet of
         total air per minute, per square foot of rentable occupied space.

5.       Lessor will not be responsible for the failure of the air-conditioning
         system if such failure results from (i) the occupancy of the Premises
         with more than an average of one (1) person for each one hundred (100)
         usable square feet of floor area (ii) the installation or operation by
         Lessee of machines and appliances, the installed electrical load of
         which when combined with the load of all lighting fixtures exceeds five
         (5) watts per square foot of floor area and in any manner exceeding the
         aforementioned occupancy and electrical load criteria, or (iii)
         rearrangement of partitioning after the initial preparation of the
         Premises. If interference with normal operation of the air-conditioning
         system in the Premises results, necessitating changes in the air
         conditioning system servicing the Premises, such changes shall be made
         by Lessor upon written notice to Lessee at Lessee's sole cost and
         expense. Lessee agrees to lower and close window coverings when
         necessary because of the sun's position whenever the air conditioning
         system is in operation, and Lessee agrees at all times to cooperate
         fully with Lessor and to abide by all the Rules and Regulations
         attached hereto as well as reasonable rules and regulations which
         Lessor may hereafter prescribe involving the air-conditioning system.

                                    -- END --




                              Exhibit C-1 - Page 1

<PAGE>


                                    EXHIBIT D
                                    ---------

                                CLEANING SERVICES
                             (Five Nights Per Week)

LESSEE'S PREMISES
-----------------

 1.      Vacuum clean all carpeted areas.

 2.      Sweep and dust mop all non-carpeted areas. Wet mop whenever necessary.

 3.      All office furniture such as desks, chairs, files, filing cabinets,
         etc. shall be dusted with a clean treated dust cloth whenever necessary
         and only if such surfaces are clear of Lessee's personal property
         including but not limited to plants.

 4.      Empty and wash ashtrays.

 5.      Empty wastepaper baskets and remove waste to the designated areas.

 6.      All vertical surfaces within arms reach shall be spot cleaned to remove
         finger marks and smudges. Baseboard and window sills are to be spot
         cleaned whenever necessary.

 7.      All cleaning of cafeterias, vending areas, kitchen facilities are
         excluded. Lessee may make necessary arrangements for same directly with
         Lessor's cleaning maintenance company.

 8.      Cleaning hours shall be Monday through Friday between 7:00 p.m. and
         11:00 p.m.

 9.      No cleaning service is provided on Saturday, Sunday and Building
         Holidays.

10.      Cartons or refuse in excess which can not be placed in wastebaskets
         will not be removed. Lessee is responsible to place such unusual refuse
         in trash dumpster.

11.      Cleaning maintenance company will not remove nor clean tea, office cups
         or similar containers. If such liquids are spilled in waste baskets,
         the waste baskets will be emptied but not otherwise cleaned. Lessor
         will not be responsible for any stained carpet caused from liquids
         leaking or spilling from Lessee's wastepaper receptacles.

12.      Upon completion of cleaning, all lights will be turned off and doors
         locked leaving the Premises in an orderly condition.

13.      Glass entrance doors will be cleaned nightly. Interior glass doors or
         glass partitions are excluded. Lessee may make arrangements for same
         with Lessor's cleaning maintenance company.

COMMON AREAS
------------

 1.      Vacuum all carpeting in entrance lobbies, outdoor mats and all
         corridors.

 2.      Wash glass doors in entrance lobby with a clean damp cloth and dry
         towel.

 3.      Clean cigarette urns. Sweep and/or wet mop all resilient tile flooring.
         Hard surface floors such as quarry tile, etc., shall be cleaned
         nightly.

 4.      Wash, clean and disinfect water fountains.

 5.      Clean all elevators and stairwells.

 6.      Lavatories -- Men and Women.
         a.   Floors in all lavatories shall be wet mopped each evening with a
              germicidal detergent to ensure a clean and germ free surface.
         b.   Wash and polish all mirrors, shelves, bright work including any
              piping and toilet seats.
         c.   Wash and disinfect wash basins and sinks using a germicidal
              detergent.
         d.   Wash and disinfect toilet bowls and urinals.
         e.   Keep lavatory partitions, tiled walls, dispensers and receptacles
              in a clean condition using a germicidal detergent when necessary.
         f.   Empty and sanitize sanitary disposal receptacles.
         g.   Fill toilet tissue holders, towel dispensers and soap dispensers.
              Refills to be supplied by Lessor.

 7.      Clean all air ventilation grill work in ceilings.


                               Exhibit D - Page 1

<PAGE>


                                    EXHIBIT E
                                    ---------

                                BUILDING HOLIDAYS

                                 BUILDING CLOSED



                               * NEW YEAR'S DAY *


                                * MEMORIAL DAY *


                              * INDEPENDENCE DAY *


                                  * LABOR DAY *


                              * THANKSGIVING DAY *


                                * CHRISTMAS DAY *


                                    -- END --





                               Exhibit E - Page 1

<PAGE>

                                    EXHIBIT F
                                    ---------

                           TENANT ESTOPPEL CERTIFICATE

TO:  MORTGAGEE and/or its affiliates and/or whom else it may concern:

1.        The undersigned is the Lessee (Tenant) under that certain Lease dated
          _______ by and between _______ as Lessor (Landlord) and _______ as
          Lessee, covering those certain premises commonly known and designated
          as _______ r.s.f. on the _______ ( ) floor
          of____________________________, NJ.

2.        The Lease has not been modified, changed, altered or amended in any
          respect (except as indicated following this sentence) and is the only
          Lease or agreement between the undersigned and the Lessor affecting
          said premises. If none, state "none".

3.        The undersigned has made no agreements with Lessor or its agents or
          employees concerning free rent, partial rent, rebate of rental
          payments or any other type of rental concession (except as indicated
          following this sentence), except as set forth in Paragraph 10 of the
          Preamble. If none, state "none".

4.        The undersigned has accepted and now occupies the premises, and is and
          has been open for business since _______, 200_. The Lease term began
          _______, 2003, and the rent for said premises has been paid to and
          including , 2003 in conformity with this Lease agreement. No rent has
          been prepaid for more than two (2) months. The fixed minimum rent
          being paid as above is $ __________ per month. If Lessee is not in
          full possession, whether Lessee has assigned the Lease, sublet all or
          any portion of the Premises, or otherwise transferred any interest in
          the Lease or the Premises, Lessee agrees to provide a copy of such
          assignment, sublease, or transfer upon request.

5.        To the best of Lessee's knowledge, the Lease is not in default and is
          in full force and effect. As of the date hereof, the undersigned is
          entitled to no credit, no free rent and no offset or deduction in
          rent.

6.        All alterations, improvements, additions, build-outs, or construction
          required to be performed under the Lease have been completed in
          accordance with the terms of the Workletter attached to Lease as
          Exhibit C.

7.        The Lease does not contain and the undersigned doesn't have any
          outstanding options or rights of first refusal to purchase the
          premises or any part thereof or the real property of which the
          premises are a part.

8.        No actions, whether voluntary or otherwise, are pending against the
          undersigned under the bankruptcy laws of the United States or any
          State thereof.

9.        To the best of Lessee's knowledge there are currently no valid
          defenses, counterclaims, off-sets, credits, deductions in rent, or
          claims against the enforcement of any of the agreements, terms, or
          conditions of the Lease.

10.       The undersigned acknowledges that all the interest of Lessor in and to
          the above-mentioned Lease is being duly assigned to MORTGAGEE or one
          of its affiliates hereunder and that pursuant to the terms thereof (i)
          all rental payments under said Lease shall continue to be paid to
          Lessor in accordance with the terms of the Lease unless and until you
          are otherwise notified in writing by MORTGAGEE, or its successor or
          assigns and (ii) no modification, revision, or cancellation of the
          Lease or amendments thereto shall be effective unless a written
          consent thereto of such mortgagee is first obtained.

11.       The undersigned is authorized to execute this Tenant Estoppel
          Certificate on behalf of the Lessee.

Dated this ________ day of __________________ , 2003

LESSEE:



______________________________________
Name:
Title:

                               Exhibit F - Page 1

<PAGE>


                                    EXHIBIT G
                                    ---------

                           COMMENCEMENT DATE AGREEMENT

1.0      PARTIES
---      -------

         THIS AGREEMENT made the _________day of ________, 2003 is by and
         between ________________ (hereinafter "Lessor") whose address is c/o
         Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey
         07016 and _________________________ (hereinafter "Lessee") whose
         address is _______________________________________________________.

2.0      STATEMENT OF FACTS
---      ------------------

         2.1      Lessor and Lessee entered into a Lease dated ____________,
                  2003 (hereinafter "Lease") setting forth the terms of
                  occupancy by Lessee of approximately ________ rentable square
                  feet on the _____ (___) floor (hereinafter "Premises") at
                  _____________________________ (hereinafter "Building"); and

         2.2      The Term of the Lease is for ____________ (__) months with the
                  Commencement Date of the initial Term being defined in the
                  Preamble to the Lease as being subject to change under
                  Articles 27 and 43 thereof; and

         2.3      It has been determined in accordance with the provisions of
                  Articles 27 and 43 of the Lease that ___________, 2003 is the
                  Commencement Date of the Term of the Lease.

3.0      STATEMENT OF TERMS
---      ------------------

                  NOW, THEREFORE, in consideration of the Premises and the
         covenants hereinafter set forth, it is agreed:

         3.1      The Commencement Date of the Term of the Lease is ___________,
                  2003 and the Expiration Date thereof is _____________ , 2003
                  and the Lease Preamble Articles 6 and 9 shall be deemed
                  modified accordingly.

         3.2      Article 10 of the Preamble shall be deemed modified as
                  follows:

         3.3      This Agreement is executed by the parties hereto for the
                  purpose of providing a record of the Commencement and
                  Expiration Dates of the Lease, adjust the Term of the Lease
                  and Fixed Basic Rent amount accordingly.

         EXCEPT as modified herein, the Lease covering the Premises shall remain
in full force and effect as if the same were set forth in full herein and Lessor
and Lessee hereby ratify and confirm all the terms and conditions thereof.

         THIS AGREEMENT shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
permitted assigns.

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or this Agreement or make any claim that the Lease or
this Agreement is invalid or unenforceable due to any failure of this document
to comply with ministerial requirements including, but not limited to,
requirements for corporate seals, attestations, witnesses, notarizations, or
other similar requirements, and each party hereby waives the right to assert any
such defense or make any claim of invalidity or unenforceability due to any of
the foregoing.

         IN WITNESS THEREOF, Lessor and Lessee have hereunto set their hands and
seals the date and year first above written and acknowledge one to the other
they possess the requisite authority to enter into this transaction and to sign
this Agreement.

LESSOR                                        LESSEE


By: ________________________________          By: ______________________________
    Michael K. Nevins                             Name:
    Vice President - Leasing                      Title:


                               Exhibit G - Page 1

<PAGE>


                                    EXHIBIT H

[Date]



Gentlemen:

BY ORDER OF OUR CLIENT _______________________, HAVING AN OFFICE AT
___________________, WE HEREBY ESTABLISH OUR IRREVOCABLE LETTER OF CREDIT NO.
________________ IN YOUR FAVOR FOR A SUM OR SUMS NOT TO EXCEED US
$__________________ (Write Out Sum___________________) IN THE AGGREGATE,
EFFECTIVE IMMEDIATELY.

THIS LETTER OF CREDIT SHALL BE PAYABLE IN IMMEDIATELY AVAILABLE FUNDS IN U.S.
DOLLARS. FUNDS UNDER THIS LETTER OF CREDIT ARE PAYABLE TO YOU UPON YOUR
PRESENTATION TO US OF A SIGHT DRAFT DRAWN ON US IN THE FORM OF EXHIBIT A
ATTACHED HERETO. ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT FOR PROPER
ENDORSEMENT. Partial draws under this letter of credit are permissible.

WE ARE INFORMED THAT THIS LETTER OF CREDIT MAY BE REDUCED FROM TIME TO TIME
PRIOR TO EXPIRATION. SHOULD YOU WISH TO REDUCE THIS LETTER OF CREDIT, WE REQUEST
YOU PRESENT THE FOLLOWING STATEMENT ON YOUR LETTERHEAD, PURPORTEDLY SIGNED BY AN
AUTHORIZED OFFICER (INDICATING NAME AND TITLE) AS FOLLOWS:

"WE AUTHORIZE THE REDUCTION OF _________ BANK, NATIONAL ASSOCIATION, IRREVOCABLE
LETTER OF CREDIT NUMBER ______________ BY THE AMOUNT OF US $__________________,
THE NEW BALANCE OF THE LETTER OF CREDIT WILL BE US $____________________."

IT IS A CONDITION OF THIS LETTER OF CREDIT, THAT IT WILL AUTOMATICALLY BE
EXTENDED FOR AN ADDITIONAL PERIOD OF ONE (1) YEAR FROM ITS PRESENT, OR ANY
FUTURE EXPIRATION DATE, BUT NOT BEYOND _______________, 20__, UNLESS YOU RECEIVE
OUR WRITTEN NOTIFICATION, DELIVERED TO YOU AT THE ABOVE ADDRESS, BY REGISTERED
MAIL OR OTHER FORM OF DELIVERY FOR WHICH RECEIPT IS ACKNOWLEDGED, AT LEAST SIXTY
(60) DAYS PRIOR TO THE THEN CURRENT EXPIRATION DATE, ADVISING YOU THAT WE HAVE
ELECTED NOT TO EXTEND THIS LETTER OF CREDIT FOR AN ADDITIONAL PERIOD OF ONE (1)
YEAR. NOTWITHSTANDING THE ABOVE, THIS LETTER OF CREDIT SHALL TERMINATE AND WILL
NOT BE EXTENDED BEYOND ____________, 20__.

THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY, BUT NOT IN PART .

WE HEREBY AGREE TO HONOR EACH DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THIS
LETTER OF CREDIT IF DULY PRESENTED ON OR BEFORE _____________, 20__, OR ANY
AUTOMATICALLY EXTENDED PERIOD THEREAFTER, AT OUR OFFICE LOCATED AT
_____________________________________________.

THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590.

                                           VERY TRULY YOURS,


                                           ________________________________
                                           Name:
                                           Title:



                               Exhibit H - Page 1