Exhibit 10.6.4


                            LEASE AND LEASE AGREEMENT

                                     Between

                               HOCROFT ASSOCIATES

                                  The Landlord

                                       And

                              SKYE MULTIMEDIA, INC.

                                   The Tenant

                             For Leased Premises In

                     1031 Route 22, Bridgewater, New Jersey

                                   May 5, 2005









Prepared by:
Gary O. Turndorf
520 Route 22
P.O. Box 6872
Bridgewater, NJ 08807
(908) 725-8100

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                                TABLE OF CONTENTS


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1.    DEFINITIONS........................................................................................................1

2.    LEASE OF THE LEASED PREMISES.......................................................................................1

3.    RENT...............................................................................................................1

4.    TERM...............................................................................................................2

5.    PREPARATION OF THE LEASED PREMISES.................................................................................2

6.    OPTIONS............................................................................................................2

7.    USE AND OCCUPANCY..................................................................................................3

8.    UTILITIES, SERVICES, MAINTENANCE AND REPAIRS.......................................................................5

9.    ALLOCATION OF THE EXPENSE OF UTILITIES, SERVICES, MAINTENANCE, REPAIRS AND TAXES...................................5

10.   COMPUTATION AND PAYMENT OF ALLOCATED EXPENSES OF UTILITIES, SERVICES, MAINTENANCE, REPAIRS, TAXES AND CAPITAL
      EXPENDITURES.......................................................................................................6

11.   LEASEHOLD IMPROVEMENTS, FIXTURES AND TRADE FIXTURES...............................................................12

12.   ALTERATIONS, IMPROVEMENTS AND OTHER MODIFICATIONS BY THE TENANT...................................................12

13.   LANDLORD'S RIGHTS OF ENTRY AND ACCESS.............................................................................13

14.   LIABILITIES AND INSURANCE OBLIGATIONS.............................................................................14

15.   CASUALTY DAMAGE TO BUILDING OR LEASED PREMISES....................................................................16

16.   CONDEMNATION......................................................................................................17

17.   ASSIGNMENT OR SUBLETTING BY TENANT................................................................................17

18.   SIGNS, DISPLAYS AND ADVERTISING...................................................................................20

19.   QUIET ENJOYMENT...................................................................................................20

20.   RELOCATION........................................................................................................20

21.   SURRENDER.........................................................................................................21

22.   EVENTS OF DEFAULT.................................................................................................22

23.   RIGHTS AND REMEDIES...............................................................................................23
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24.   TERMINATION OF THE TERM...........................................................................................26

25.   MORTGAGE AND UNDERLYING LEASE PRIORITY............................................................................26

26.   TRANSFER BY LANDLORD..............................................................................................27

27.   INDEMNIFICATION...................................................................................................28

28.   PARTIES' LIABILITY................................................................................................29

29.   SECURITY DEPOSIT..................................................................................................30

30.   REPRESENTATIONS...................................................................................................30

31.   RESERVATION IN FAVOR OF TENANT....................................................................................31

32.   TENANT'S CERTIFICATES AND MORTGAGEE NOTICE REQUIREMENTS...........................................................31

33.   WAIVER OF JURY TRIAL AND ARBITRATION..............................................................................33

34.   SEVERABILITY......................................................................................................33

35.   NOTICES...........................................................................................................33

36.   CAPTIONS..........................................................................................................34

37.   COUNTERPARTS......................................................................................................34

38.   APPLICABLE LAW....................................................................................................34

39.   EXCLUSIVE BENEFIT.................................................................................................34

40.   SUCCESSORS........................................................................................................34

41.   AMENDMENTS........................................................................................................34

42.   WAIVER............................................................................................................34

43.   COURSE OF PERFORMANCE.............................................................................................35

EXHIBIT A - LEASED PREMISES FLOOR SPACE DIAGRAM.........................................................................36

EXHIBIT B - PROPERTY DESCRIPTION........................................................................................37

EXHIBIT C - WORK LETTER.................................................................................................38

EXHIBIT D - BUILDING RULES AND REGULATIONS..............................................................................39

EXHIBIT E - DEFINITIONS AND INDEX OF DEFINITIONS........................................................................43
</TABLE>


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LEASE AND LEASE AGREEMENT,  dated as of May 5, 2005, between HOCROFT ASSOCIATES,
a New  Jersey  partnership,  with  offices  at 520  Route  22,  P.O.  Box  6872,
Bridgewater, NJ 08807 (the "Landlord"),  and SKYE MULTIMEDIA, INC., a New Jersey
corporation,  with an  office  at 1031  Route  22,  Bridgewater,  NJ 08807  (the
"Tenant").

Subject to all the terms and  conditions  set forth below,  the Landlord and the
Tenant hereby agree as follows:

1.       DEFINITIONS.

Certain terms and phrases used in this  Agreement  (generally  those whose first
letters are  capitalized)  are defined in Exhibit E attached hereto and, as used
in this Agreement,  they shall have the respective meanings assigned or referred
to in that exhibit.

2.       LEASE OF THE LEASED PREMISES.

2.1.     The  Landlord  shall,  and hereby  does,  lease to the Tenant,  and the
Tenant shall,  and hereby does,  accept and lease from the Landlord,  the Leased
Premises  during the Term. The Leased  Premises  consist of 2,320 square feet of
gross rentable floor space on the third floor of 1031 Route 22, Bridgewater, New
Jersey as more fully described in the definition of Leased Premises set forth in
Exhibit E attached hereto.

2.2.     The  Landlord  shall,  and hereby  does,  grant to the Tenant,  and the
Tenant shall, and hereby does, accept from the Landlord, the non-exclusive right
to use the Common  Facilities during the Term for itself,  its employees,  other
agents and  Guests in common  with the  Landlord,  any  tenants of Other  Leased
Premises,  any of their respective  employees,  other agents and guests and such
other persons as the Landlord may, in the Landlord's sole discretion,  determine
from time to time.

3.       RENT.

3.1.     The Tenant shall  punctually  pay the Rent for the Leased  Premises for
the Term to the  Landlord  in the  amounts  and at the times  set  forth  below,
without bill or other demand and without any offset, deduction or, except as may
be otherwise specifically set forth in this Agreement, abatement whatsoever.

3.2.     The Basic Rent for the Leased Premises during the Initial Term shall be
at the rate set forth below.

  ---------------------- ---------------------- ------------------------------
         MONTHS              ANNUAL RATE            MONTHLY INSTALLMENTS
  ---------------------- ---------------------- ------------------------------
       1 through 12             $44,080.08               $3,673.34
  ---------------------- ---------------------- ------------------------------

         The  annual  rate of Basic  Rent for the  Leased  Premises  during  any
Renewal  Term  shall be  calculated  as set  forth in  subsection  6.1.4 of this
Agreement for the respective Renewal Term.

3.3.     The Tenant  shall  punctually  pay the  applicable  Basic Rent in equal
monthly  installments in advance on the first day of each month during the Term,
with the  exception  of Basic  Rent for the  first  full  calendar  month of the
Initial  Term.  The Tenant shall pay the Basic Rent for the first full  calendar
month of the Initial Term upon execution and delivery of this Agreement.

3.5.     The Additional  Rent for the Leased  Premises  during the Term shall be
promptly  paid by the Tenant in the  respective  amounts  and at the  respective
times set forth in this Agreement.

3.5.     That  portion  of any  amount of Rent or other  amount  due under  this
Agreement which is not paid on the day it is first due shall incur a late charge
equal to the sum of: (i) five percent of that portion of any

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amount of Rent or other amount due under this Agreement which is not paid on the
day it is first due and (ii)  interest on that  portion of any amount of Rent or
other amount due under this  Agreement  which is not paid on the day it is first
due at the  Base  Rate(s)  in  effect  from  time to time  plus  two  additional
percentage  points  from the day such  portion is first due  through  the day of
receipt thereof by the Landlord.  Any such late charge due from the Tenant shall
be due immediately.

4.       TERM.

The Initial Term shall commence on the Commencement  Date and shall continue for
one year from the  beginning of the Initial Year,  unless  sooner  terminated in
accordance  with section 24 of this  Agreement.  The Term shall  commence on the
Commencement  Date and shall  continue  until the later of the conclusion of the
Initial Term or the conclusion of any Renewal Term,  unless sooner terminated in
accordance with section 24 of this Agreement.

5.       PREPARATION OF THE LEASED PREMISES.

The  Landlord  shall  deliver  actual  and  exclusive  possession  of the Leased
Premises to the Tenant in an AS-IS condition.

6.       OPTIONS.

6.1      Tenant is hereby granted one option to renew this Lease (the "Option to
Renew") upon the following terms and conditions:

         6.1.1    At the time of the  exercise of the Option to Renew and at the
                  time of said renewal, the Tenant shall not be in default under
                  the terms and  provisions of this Lease,  and shall occupy and
                  be in operation at the entire Leased Premises pursuant to this
                  Lease.

         6.1.2    Notice of the exercise of the Option to Renew shall be sent to
                  the  Landlord  in writing  at least six (6) months  before the
                  expiration of the Initial Term.

         6.1.3    The  Renewal  Term  shall  be for a period  of three  years to
                  commence at the expiration of the Initial Term, and all of the
                  terms and conditions of this Agreement,  other than the annual
                  amount of Basic  Rent,  shall  apply  during any such  Renewal
                  Term.

         6.1.4.   Subject to the last sentence of this paragraph,  the amount of
                  annual  Basic Rent to be paid  during the  Renewal  Term shall
                  equal the Market  Rental  Rate of the Leased  Premises  if the
                  same were  available  for lease to the public.  If the parties
                  are  unable to agree on the Market  Rental  Rate of the Leased
                  Premises,  the parties  shall each appoint one  appraiser  who
                  shall in turn appoint a third  independent  appraiser  and the
                  determination of said three appraisers shall be binding on the
                  parties.  In no event,  however,  shall the annual  Basic Rent
                  payable  by Tenant  during the  Renewal  Term be less than the
                  annual  Basic  Rent  paid by  Tenant  during  the  immediately
                  preceding twelve months.

6.2.     In the event the Tenant assigns this Agreement or sublets,  or licenses
         the use or occupancy of, the Leased Premises or any portions thereof in
         accordance with section 17 of this Agreement or otherwise,  or attempts
         to do so:

         6.2.1.   any Option to Renew which the Tenant has theretofore  properly
                  exercised  with  respect  to a  Renewal  Term that has not yet
                  actually  commenced  shall be  rescinded,  if the  Landlord so
                  elects by notice to the  Tenant,  to the same  extent as if it
                  had not been exercised at all; and

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         6.2.2.   any  Option to Renew or any other  type of option or  optional
                  right  exercisable  by the Tenant not  theretofore  timely and
                  otherwise  properly  exercised by the Tenant  shall  thereupon
                  expire.

7. USE AND OCCUPANCY.

7.1.     The Tenant shall continuously occupy and use the Leased Premises during
         the Term exclusively for general office purposes.

7.2.     In  connection  with  the  Tenant's  use and  occupancy  of the  Leased
Premises and use of the Common  Facilities,  the Tenant shall  observe,  and the
Tenant shall cause the Tenant's  employees,  other agents and Guests to observe,
each of the following:

         7.2.1.   the  Tenant  shall not do,  or permit or suffer  the doing of,
                  anything  which might have the effect of creating an increased
                  risk of, or damage from, fire, explosion or other casualty;

         7.2.2.   the  Tenant  shall not do,  or permit or suffer  the doing of,
                  anything  which  would have the effect of (a)  increasing  any
                  premium  for  any  liability,  property,  casualty  or  excess
                  coverage insurance policy otherwise payable by the Landlord or
                  any  tenant of Other  Leased  Premises  or (b) making any such
                  types or amounts of  insurance  coverage  unavailable  or less
                  available  to the  Landlord  or any  tenant  of  Other  Leased
                  Premises;

         7.2.3.   to the extent they are not  inconsistent  with this Agreement,
                  the Tenant and the Tenant's employees, other agents and Guests
                  shall comply with the Building Rules and Regulations  attached
                  hereto as Exhibit D, and with any changes  made therein by the
                  Landlord  if, with respect to any such  changes,  the Landlord
                  shall  have  given  notice of the  particular  changes  to the
                  Tenant and such changes shall not materially  adversely affect
                  the conduct of the Tenant's business in the Leased Premises;

         7.2.4.   the Tenant and the Tenant's employees, other agents and Guests
                  shall not create, permit or continue any Nuisance in or around
                  the Leased Premises,  the Other Leased Premises, the Building,
                  the Common Facilities and the Property;

         7.2.5.   The Tenant and the Tenant's employees, other agents and Guests
                  shall not permit the Leased Premises to be regularly  occupied
                  by more  than one  individual  per 200  square  feet of usable
                  floor space of the Leased Premises;

         7.2.6.   the Tenant and the Tenant's employees, other agents and Guests
                  shall  comply  with all  Federal,  state and  local  statutes,
                  ordinances,  rules,  regulations and orders as they pertain to
                  the Tenant's use and occupancy of the Leased Premises,  to the
                  conduct of the Tenant's  business and to the use of the Common
                  Facilities,  except that this subsection shall not require the
                  Tenant to make any  structural  changes  that may be  required
                  thereby  that are  generally  applicable  to the Building as a
                  whole;

         7.2.7.   the Tenant and the Tenant's employees, other agents and Guests
                  shall  comply  with  the  requirements  of the  Board  of Fire
                  Underwriters (or successor  organization) and of any insurance
                  carriers  providing  liability,  property,  casualty or excess
                  insurance coverage regarding the Property,  the Building,  the
                  Common  Facilities  or any  portions  thereof,  and any  other
                  improvements  on the  Property,  except  that this  subsection
                  shall not  require the Tenant to make any  structural  changes
                  that may be required thereby that are generally  applicable to
                  the Building as a whole;


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         7.2.8.   the Tenant and the Tenant's employees, other agents and Guests
                  shall not bring or discharge any material or substance (solid,
                  liquid or gaseous) which is a Hazardous Substance,  or conduct
                  any activity, in or on the Property,  the Building, the Common
                  Facilities  or  the  Leased  Premises  that  shall  have  been
                  identified:

                  (i) by the scientific community, or

                  (ii)     by any Federal,  state or local  statute  (including,
                           without limiting the generality of the foregoing, the
                           Spill  Compensation  and  Control  Act  (58  N.J.S.A.
                           10-23.11 et seq.);  the Industrial  Site Recovery Act
                           ("ISRA")(13  N.J.S.A.  1 K-6 et seq.);  the  Resource
                           Conservation and Recovery Act of 1976 (42 U.S.C. 6901
                           et seq.) as amended; the Comprehensive  Environmental
                           Response  Compensation  and Liability Act of 1980 (42
                           U.S.C.  9601 et seq.);  the Federal  Water  Pollution
                           Control Act/Clean Water Act (33 U.S.C. 1251 et seq.);
                           the Clean  Water Act (33  U.S.C.  1251 et seq.);  the
                           Clean Air Act (42  U.S.C.  7401 et  seq.);  the Toxic
                           Substances  Control Act (15 U.S.C. 2601 et seq.); the
                           Hazardous  Materials  Transportation  Act (49  U.S.C.
                           5101 et seq.)  and the Safe  Drinking  Water  Act (42
                           U.S.C.  300f  through  300j)  as  amended,   and  the
                           regulations  adopted  and  publications   promulgated
                           pursuant  to  said  laws;  and  in any  revisions  or
                           successor codes as toxic or hazardous to health or to
                           the  environment   ("Environmental   Laws")  As  used
                           herein,  "Hazardous  Substance" means any material or
                           substance  which is toxic,  ignitable,  reactive,  or
                           corrosive;  or which is defined as "hazardous waste",
                           "extremely   hazardous   waste"   or   a   "hazardous
                           substance"  by  Environmental  Laws;  or  which is an
                           asbestos,  polychlorinated  biphenyl  or a  petroleum
                           product; or which is regulated by Environmental Laws;

         7.2.9.   the Tenant and the Tenant's employees, other agents and Guests
                  shall not draw electricity in the Leased Premises in excess of
                  the rated  capacity of the  electrical  conductors  and safety
                  devices  including,  without  limiting the  generality  of the
                  foregoing, circuit breakers and fuses, by which electricity is
                  distributed to and throughout the Leased Premises and, without
                  the prior  written  consent of the Landlord in each  instance,
                  shall not connect any fixtures, appliances or equipment to the
                  electrical  distribution  system  serving the Building and the
                  Leased  Premises  other  than  typical   professional   office
                  equipment such as minicomputers,  microcomputers, typewriters,
                  copiers,  telephone  systems,  coffee  machines  and table top
                  microwave ovens, none of which, considered individually and in
                  the  aggregate,  overall  and per  fused  or  circuit  breaker
                  protected circuit, shall exceed the above limits;

         7.2.10.  on a timely  basis the Tenant  shall pay directly and promptly
                  to the  respective  taxing  authorities  any taxes (other than
                  Taxes) charged,  assessed or levied  exclusively on the Leased
                  Premises  or arising  exclusively  from the  Tenant's  use and
                  occupancy of the Leased Premises; and

         7.2.11.  the  Tenant  shall not  initiate  any appeal or contest of any
                  assessment or collection of Taxes for any period  without,  in
                  each  instance,  the prior  written  consent  of the  Landlord
                  which,  without  being deemed  unreasonable,  the Landlord may
                  withhold  if the  Building  was not  90%  occupied  by  paying
                  tenants  throughout that period or if the Tenant is not joined
                  by tenants of Other  Leased  Premises  that leased  throughout
                  that period,  and that are then  leasing,  at least 80% of all
                  Other  Leased  Premises,  determined  by their gross  rentable
                  floor space.

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8.       UTILITIES, SERVICES, MAINTENANCE AND REPAIRS.

8.1.     The Landlord shall provide or arrange for the provision of:

         8.1.1.   such maintenance and repair of the Building (except the Leased
                  Premises and Other Leased  Premises);  the Common  Facilities;
                  and the heating, ventilation and air conditioning systems (but
                  not  including  supplemental  cooling,   whether  supplemental
                  cooling  units are found in the Leased  Premises or not),  any
                  plumbing  systems and the electrical  systems in the Building,
                  the Common  Facilities,  the Leased  Premises and Other Leased
                  Premises as is  customarily  provided  for first class  office
                  buildings in the immediate area;

         8.1.2.   maintenance  and  repair of the  Leased  Premises,  except for
                  refinishing walls and wall treatments,  base, ceilings,  floor
                  treatments  and  doors  in  general  from  time to time or for
                  gouges,  spots,  marks,  damage or defacement caused by anyone
                  other than the Landlord,  its employees and other agents,  and
                  except for the Tenant's furniture, furnishings,  equipment and
                  other property;

         8.1.3.   such  garbage   removal  from  the  Building  and  the  Common
                  Facilities and such janitorial services for the Building,  the
                  Leased  Premises and Other Leased  Premises as is  customarily
                  provided  for first class office  buildings  in the  immediate
                  area;

         8.1.4.   the  electricity  required for the  operation of the Building,
                  the Property and the Common Facilities during Regular Business
                  Hours  and,  on a reduced  service  basis,  during  other than
                  Regular  Business  Hours,  and, at all times,  the electricity
                  required for the Leased Premises;

         8.1.5.   such heat, ventilation and air conditioning (but not including
                  supplemental  cooling,  whether supplemental cooling units are
                  found in the Leased  Premises  or not) for the  Building,  the
                  Leased  Premises and Other Leased  Premises as is  customarily
                  provided  for first class office  buildings  in the  immediate
                  area for the  comfortable  use of the Building  during Regular
                  Business Hours. (Customary cooling shall be determined without
                  reference  to  the  existence  of  such  supplemental  cooling
                  units.);

         8.1.6.   water  (including  heated  water) to the Building  and, if the
                  appropriate plumbing has been installed therein, to the Leased
                  Premises;

         8.1.7.   sewage disposal for the Building;

         8.1.8.   passenger elevator service for the Building;

         8.1.9.   snow clearance  from, and sweeping of, Parking  Facilities and
                  private  access  roads  which are part of the  Property or the
                  Common Facilities; and

         8.1.10.  the  maintenance of landscaping  which is part of the Property
                  or the Common Facilities.

8.2.     Except as  specifically  set forth in subsection 8.1 of this Agreement,
the Tenant  shall  maintain  and repair the Leased  Premises and keep the Leased
Premises in as good condition and repair,  reasonable wear and use excepted,  as
the Leased Premises are upon the completion of any improvements  contemplated by
section 5 of this Agreement.

9.       ALLOCATION OF THE EXPENSE OF UTILITIES, SERVICES, MAINTENANCE,  REPAIRS
         AND TAXES.

9.1.     All Tenant Electric Charges shall be borne by the Tenant.  It is agreed
that the Tenant Electric

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Charges  are $1.50  per  square  foot per year,  subject  to the  provisions  of
subsection 10.10 of this Agreement.

9.2.     Between  the  Commencement  Date  and the  end of the No  Pass  Through
Period, the Tenant's Share of all Operational Expenses and Taxes incurred during
such period shall be borne by the Landlord.

9.3.     Between the day after the end of the No Pass Through Period and the end
of the Term,  the Tenant's  Share of  Operational  Expenses  and Taxes  incurred
during each annual or shorter  period ending on (a) December 31 of each year and
(b) the end of the Term shall be borne as follows:

         9.3.1.   the Tenant's Share of: Operational Expenses and Taxes incurred
                  during each such period of 12 months (or shorter  period),  up
                  to the amounts of Base Year Operational Expenses and Base Year
                  Taxes,   respectively  (or  proportional  amount  thereof  for
                  periods  shorter  than  12  months),  shall  be  borne  by the
                  Landlord; and

         9.3.2.   the  Tenant's  Share  of:  the  amounts  by which  Operational
                  Expenses  and Taxes  incurred  during  each such  period of 12
                  months  (or  shorter  period)  exceed  Base  Year  Operational
                  Expenses and Base Year Taxes,  respectively  (or  proportional
                  amount  thereof for periods  shorter than 12 months)  shall be
                  allocated  to, and borne by,  the Tenant as more  specifically
                  set forth in section 10 of this Agreement.

10.      COMPUTATION AND PAYMENT OF ALLOCATED  EXPENSES OF UTILITIES,  SERVICES,
         MAINTENANCE, REPAIRS, TAXES AND CAPITAL EXPENDITURES.

10.1.    The Tenant shall promptly pay the following  additional  amounts to the
Landlord at the respective times set forth below:

         10.1.1.  commencing  with the  first  day  after the end of the No Pass
                  Through Period,  and on the first day of each month thereafter
                  during  the Term,  one-twelfth  of the  Tenant's  Share of the
                  amount  by which  Taxes  for the then  current  calendar  year
                  exceeds  Base  Year  Taxes,   computed  in   accordance   with
                  subsection  10.5 of this  Agreement.  When  Landlord  knows of
                  facts which cause a revision of the  estimate,  it may serve a
                  revised  estimate and, for the balance of the current calendar
                  year, the estimated payments shall be made accordingly;

         10.1.2.  within 20 days of the  Landlord's  giving notice to the Tenant
                  after the close of each calendar year closing during the Term,
                  commencing  with the first  calendar  year  closing  after the
                  close of the No Pass Through Period,  and after the end of the
                  Term,  the  Tenant's  Share  of  the  difference  between  the
                  Landlord's  previously  projected  amount  of  Taxes  for such
                  period  and the  actual  amount of Taxes for such  period,  in
                  either  case  in  excess  of  Base  Year  Taxes,  computed  in
                  accordance with subsection 10.6 of this Agreement (unless such
                  difference  is a negative  amount,  in which case the Landlord
                  shall credit such difference against any amounts next due from
                  the  Tenant  under   subsections   10.1.1  and  10.5  of  this
                  Agreement);

         10.1.3.  commencing  with the  first  day  after the end of the No Pass
                  Through Period,  and on the first day of each month thereafter
                  during  the Term,  one-twelfth  of the  Tenant's  Share of the
                  amount  by which  Operational  Expenses  for the then  current
                  calendar year exceed Base Year Operational Expenses,  computed
                  in accordance with  subsection  10.7 of this  Agreement.  When
                  Landlord  knows  of  facts  which  cause  a  revision  of  the
                  estimate, it may serve a revised estimate and, for the balance
                  of the current calendar year, the estimated  payments shall be
                  made accordingly;

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         10.1.4.  within 20 days of the  Landlord's  giving notice to the Tenant
                  after the close of each calendar year closing during the Term,
                  commencing  with the first  calendar  year  closing  after the
                  close of the No Pass Through Period,  and after the end of the
                  Term,  the  Tenant's  Share  of  the  difference  between  the
                  Landlord's previously projected amount of Operational Expenses
                  for such period and the actual amount of Operational  Expenses
                  for  such  period,  in  either  case in  excess  of Base  Year
                  Operational  Expenses,  computed in accordance with subsection
                  10.8 of this Agreement  (unless such  difference is a negative
                  amount,   in  which  case  the  Landlord   shall  credit  such
                  difference  against any amounts next due from the Tenant under
                  subsections 10.1.3 and 10.7 of this Agreement);

         10.1.5.  commencing  with the first day of the  first  month  after the
                  Landlord gives any notice  contemplated  by subsection 10.9 of
                  this  Agreement to the Tenant and  continuing on the first day
                  of each month  thereafter  until the earlier of (a) the end of
                  the Term or (b) the last month of the useful life set forth in
                  the  respective  notice,  one-twelfth of the Tenant's Share of
                  any  Annual  Amortized   Capital   Expenditure,   computed  in
                  accordance with subsection 10.9 of this Agreement;

         10.1.6.  on the first day of each month  during the Term,  the  monthly
                  Tenant  Electric  Charges,  set forth in  section  9.1 of this
                  Agreement  as the  same  may be  revised  in  accordance  with
                  subsection 10.10 of this Agreement; and

         10.1.7.  promptly as and when  billed  therefor  by the  Landlord,  the
                  amount of any expense  which would  otherwise  fall within the
                  definition of Operational Expenses,  but which is specifically
                  paid or incurred by the Landlord for operation and maintenance
                  of the Building, the Common Facilities or the Property outside
                  Regular  Business Hours at the specific  request of the Tenant
                  or the amount of any  expenditure  incurred for maintenance or
                  repair of damage to the Building,  the Common Facilities,  the
                  Property,  the Leased  Premises or the Other  Leased  Premises
                  caused  directly or  indirectly,  in whole or in part,  by the
                  active or passive  negligence or intentional act of the Tenant
                  or any of its employees, other agents or Guests.

10.2.    "Operational  Expenses"  means all  expenses  paid or  incurred  by the
Landlord in connection with the Property,  the Building,  the Common  Facilities
and any other  improvements  on the Property and their operation and maintenance
(other than Taxes (which are  separately  allocated to the Tenant in  accordance
with  subsections  10.1.1 and 10.1.2 of this  Agreement),  Capital  Expenditures
(which are  separately  allocated to the Tenant in  accordance  with  subsection
10.1.5 of this Agreement) and those expenses  contemplated by subsections 10.1.6
and 10.1.7 of this Agreement)) including, without limiting the generality of the
foregoing:

         10.2.1.  Utilities Expenses;

         10.2.2.  the expense of providing the services, maintenance and repairs
                  contemplated  by  subsection  8.1 of this  Agreement,  whether
                  furnished  by  the  Landlord's  employees  or  by  independent
                  contractors or other agents;

         10.2.3.  wages, salaries,  fees and other compensation and payments and
                  payroll  taxes  and  contributions  to  any  social  security,
                  unemployment insurance,  welfare,  pension or similar fund and
                  payments  for other fringe  benefits  required by law or union
                  agreement  (or,  if  the  employees  or any of  them  are  not
                  represented by a union, then payments for benefits  comparable
                  to those generally  required by union agreement in first class
                  office  buildings in the immediate  area which are  unionized)
                  made to or on behalf of any

                                       -7-
<PAGE>

                  employees  of  Landlord   performing   services   rendered  in
                  connection with the operation and maintenance of the Building,
                  the Common  Facilities  and the Property,  including,  without
                  limiting the generality of the foregoing,  elevator operators,
                  elevator starters, window cleaners,  porters, janitors, maids,
                  miscellaneous   handymen,   watchmen,   persons   engaged   in
                  patrolling and protecting the Building,  the Common Facilities
                  and the Property,  carpenters,  engineers, firemen, mechanics,
                  electricians, plumbers, other tradesmen, other persons engaged
                  in the  operation  and  maintenance  of the  Building,  Common
                  Facilities   and   Property,   Building   superintendent   and
                  assistants,  Building manager, and clerical and administrative
                  personnel;

         10.2.4.  the uniforms of all employees  and the cleaning,  pressing and
                  repair thereof;

         10.2.5.  premiums and other  charges  incurred by Landlord with respect
                  to  all  insurance  relating  to  the  Building,   the  Common
                  Facilities and the Property and the operation and  maintenance
                  thereof, including, without limitation: property and casualty,
                  fire and extended  coverage  insurance,  including  windstorm,
                  flood,  hail,   explosion,   other  casualty,   riot,  rioting
                  attending a strike,  civil  commotion,  aircraft,  vehicle and
                  smoke insurance; public liability insurance;  elevator, boiler
                  and machinery insurance;  excess liability coverage insurance;
                  use and occupancy insurance; workers' compensation and health,
                  accident,   disability   and  group  life  insurance  for  all
                  employees;  casualty rent  insurance and such other  insurance
                  with such limits as may,  from time to time,  be customary for
                  office  buildings or which  Landlord may be required to secure
                  by mortgage lenders;

         10.2.6.  sales  and  excise  taxes  and the like  upon any  Operational
                  Expenses and Capital Expenditures;

         10.2.7.  management  fees of any  independent  managing  agent  for the
                  Property, the Building or the Common Facilities;  and if there
                  shall be no  independent  managing  agent,  or if the managing
                  agent  shall be a person  affiliated  with the  Landlord,  the
                  management  fees that would  customarily  be  charged  for the
                  management  of the  Property,  the  Building  and  the  Common
                  Facilities by an  independent,  first class  managing agent in
                  the immediate area;

         10.2.8.  the cost of  replacements  for tools,  supplies and  equipment
                  used  in the  operation,  service,  maintenance,  improvement,
                  inspection,  repair and alteration of the Building, the Common
                  Facilities and the Property;

         10.2.9.  the cost of repainting or otherwise  redecorating  any part of
                  the Building or the Common Facilities;

         10.2.10. decorations for the lobbies and other Common Facilities in the
                  Building;

         10.2.11. the cost of  licenses,  permits and  similar  fees and charges
                  related to operation,  repair and maintenance of the Building,
                  the Property and the Common Facilities; and

         10.2.12. any and all other  expenditures  of the Landlord in connection
                  with the operation,  alteration,  repair or maintenance of the
                  Property,   the  Common   Facilities  or  the  Building  as  a
                  first-class  office  building and  facilities in the immediate
                  area which are properly treated as an expense fully deductible
                  as incurred in accordance  with generally  applied real estate
                  accounting  practice.  In  determining  Base Year  Operational
                  Expenses,  Landlord  may  adjust  any line  item  which,  when
                  compared  to the same line item for the year prior to the Base
                  Year, has increased at a rate which is more than double the

                                      -8-
<PAGE>

                  increase in the Index at the end of the year prior to the Base
                  Year  compared  to the Index at the end of the Base  Year.  In
                  such event,  the actual expense  incurred for the line item in
                  the Base Year shall be adjusted  to equal the amount  incurred
                  for the same  line  item for the year  prior to the Base  Year
                  multiplied by the sum of one plus the  percentage  increase in
                  the Index for the one year period.

10.3.    "Capital  Expenditures"  means the following  expenditures  incurred or
paid by the Landlord in connection with the Property,  the Building,  the Common
Facilities and any other improvements on the Property:

         10.3.1.  all costs and expenses  incurred by the Landlord in connection
                  with   retro-fitting   the  entire   Building  or  the  Common
                  Facilities,  or any portion thereof, to comply with any change
                  in Federal, state or local statute, rule, regulation, order or
                  requirement  which  change  takes  effect  after the  original
                  completion of the Building;

         10.3.2.  all costs and expenses incurred by the Landlord to replace and
                  improve the Property, the Building or the Common Facilities or
                  portions thereof for the purpose of continued operation of the
                  Property,  the Building and the Common  Facilities  as a first
                  class office complex in the immediate area; and

         10.3.3.  all costs and expenses  incurred by the Landlord in connection
                  with the  installation  of any  energy,  labor  or other  cost
                  saving  device or system on the Property or in the Building or
                  the Common Facilities.

10.4.    Neither "Operational Expenses" nor "Capital Expenditures" shall include
any of the following:

         10.4.1.  principal  or interest  on any  mortgage  indebtedness  on the
                  Property, the Building or any portion thereof;

         10.4.2.  any capital expenditure,  or amortized portion thereof,  other
                  than those included in the definition of Capital  Expenditures
                  set forth in subsection 10.3 above;

         10.4.3.  expenditures  for any leasehold  improvement  which is made in
                  connection with the preparation of any portion of the Building
                  for  occupancy by a new tenant or which is not made  generally
                  to or for the  benefit  of the Leased  Premises  and all Other
                  Leased  Premises or  generally  to the  Building or the Common
                  Facilities;

         10.4.4.  to the extent  the  Landlord  actually  receives  proceeds  of
                  property  and  casualty  insurance  policies on the  Building,
                  other  improvements on the Property or the Common  Facilities,
                  expenditures for repairs or replacements occasioned by fire or
                  other casualty to the Building or the Common Facilities;

         10.4.5.  expenditures   for   repairs,   replacements   or   rebuilding
                  occasioned by any of the events  contemplated by section 16 of
                  this Agreement;

         10.4.6.  expenditures  for costs,  including  advertising  and  leasing
                  commissions,  incurred  in  connection  with  efforts to lease
                  portions  of the  Building  and to procure new tenants for the
                  Building;

         10.4.7.  expenditures  for the salaries  and benefits of the  executive
                  officers, if any, of the Landlord; and


                                      -9-
<PAGE>


         10.4.8.  depreciation  (as that term is used in the accounting sense in
                  the  context  of  generally  applied  real  estate  accounting
                  practice) of the Building, the Common Facilities and any other
                  improvement on the Property.

10.5.    As soon as  practicable  after the close of the No Pass Through  Period
and  December  31 of each year  thereafter,  any  portion of which is during the
Term, the Landlord shall furnish the Tenant with a notice setting forth:

         10.5.1.  Taxes billed,  or if a bill has not then been received for the
                  entire  period,  the  Landlord's  projection  of  Taxes  to be
                  billed, for the then current calendar year;

         10.5.2.  the amount of Base Year Taxes;

         10.5.3.  the amount,  if any, by which item 10.5.1  above  exceeds item
                  10.5.2 above; and

         10.5.4.  the Tenant's Share of item 10.5.3 above.

10.6.    As soon as  practicable  after December 31 of each year during the Term
and after the end of the Term,  the  Landlord  shall  furnish  the Tenant with a
notice setting forth:

         10.6.1.  the actual amount of Taxes for the preceding  calendar year in
                  excess of Base Year Taxes (or proportional  amount thereof for
                  shorter periods during the Term);

         10.6.2.  the Landlord's  previously  projected  amount of Taxes for the
                  preceding  calendar  year in  excess  of Base  Year  Taxes (or
                  proportional  amount  thereof for shorter  periods  during the
                  Term);

         10.6.3.  the difference  obtained by subtracting item 10.6.2 above from
                  item 10.6.1 above; and

         10.6.4.  the Tenant's Share of item 10.6.3 above.

10.7.    As soon as  practicable  after the close of the No Pass Through  Period
and  December  31 of each year  thereafter,  any  portion of which is during the
Term, the Landlord shall furnish the Tenant with a notice setting forth:

         10.7.1.  the Landlord's  projection of annual Operational  Expenses for
                  the  current  period  (if any  portion  thereof  is during the
                  Term);

         10.7.2.  the amount of the Base Year Operational Expenses;

         10.7.3.  the amount,  if any, by which item 10.7.1  above  exceeds item
                  10.7.2 above; and

         10.7.4.  the Tenant's Share of item 10.7.3 above.

10.8.    As soon as  practicable  after December 31 of each year during the Term
and after the end of the Term,  the  Landlord  shall  furnish  the Tenant with a
notice setting forth:

         10.8.1.  the actual  amount of  Operational  Expenses for the preceding
                  calendar year in excess of Base Year Operational  Expenses (or
                  proportional  amount  thereof for shorter  periods  during the
                  Term);

         10.8.2.  the  Landlord's  previously  projected  amount of  Operational
                  Expenses  for the  preceding  calendar  year in excess of Base
                  Year Operational  Expenses (or proportional amount


                                      -10-
<PAGE>

                  thereof for shorter periods during the Term);

         10.8.3.  the difference  obtained by subtracting item 10.8.2 above from
                  item 10.8.1 above; and

         10.8.4.  the Tenant's Share of item 10.8.3 above.

10.9.             As  soon  as   practicable   after   incurring   any   Capital
Expenditure, the Landlord shall furnish the Tenant with a notice setting forth:

         10.9.1.  a  description  of the  Capital  Expenditure  and the  subject
                  thereof;

         10.9.2.  the date the subject of the respective Capital Expenditure was
                  first  placed  into  service  and the  period of  useful  life
                  selected by the Landlord in connection with the  determination
                  of the Annual Amortized Capital Expenditure;

         10.9.3.  the amount of the Annual Amortized Capital Expenditure; and

         10.9.4.  the Tenant's Share of item 10.9.3 above.

10.10.  From time to time after the Commencement  Date, the Landlord may furnish
the Tenant with a notice setting forth its estimate of Tenant  Electric  Charges
per month. Unless the Tenant desires to question the Landlord's then most recent
estimate of Tenant Electric  Charges  exclusively in the manner set forth below,
the Landlord's  then most recent estimate shall be binding and shall continue in
effect  until  any  question  raised  by the  Tenant is  otherwise  resolved  in
accordance with this subsection 10.10 of the Agreement. If the Tenant desires to
question the Landlord's  estimate of Tenant Electric  Charges,  the Tenant shall
give notice to the Landlord of its desire.  Upon receipt of the Tenant's notice,
the Landlord shall obtain,  at the Tenant's  expense,  a reputable,  independent
electrical  engineer's  formal  written  estimate and  computation of the Tenant
Electric  Charges.  The engineer's  estimate and  computation of Tenant Electric
Charges shall thereupon  control for a 12 month period  commencing with the date
as of which it is given  effect as to  Tenant  Electric  Charges,  and until the
Landlord  furnishes  the  Tenant  with a  subsequent  notice  setting  forth its
estimate of Tenant  Electric  Charges  per month,  except to the extent that the
Landlord  may increase  them in  proportion  to increases in Utilities  Expenses
during the same period.

10.11.  Within  30 days  after  the  Landlord  gives any  notice  enumerated  in
subsections  10.5 through  10.10 of this  Agreement,  the Tenant or the Tenant's
authorized agent, upon one week's prior notice to the Landlord,  may inspect the
Landlord's  books and  records,  as they  pertain to the  particular  expense in
question,  at the Landlord's  office regarding the subject of any such notice to
verify the amount(s) and calculation(s)  thereof.  After payment of the Tenant's
Share in  accordance  with the  provisions of section 10 of this  Agreement,  no
further audit shall be conducted  with respect to Operational  Expenses,  Taxes,
Capital  Expenditures,  Base Year Operational Expenses or Base Year Taxes except
with respect to items which may have been  questioned  within the 30 day period.
Tenant agrees that no audit will be conducted by an auditor engaged, in whole or
in part, on a contingent fee basis. If an audit is conducted, the Landlord shall
have the right to  verify  that the  provisions  of this  prohibition  have been
satisfied.

10.12.  The mere  enumeration  of an item within the  definitions of Operational
Expenses  and  Capital  Expenditures  in  subsections  10.2  and  10.3  of  this
Agreement, respectively, shall not be deemed to create an obligation on the part
of the  Landlord  to provide  such item  unless the  Landlord  is  affirmatively
required to provide such item elsewhere in this Agreement. Landlord, at Tenant's
expense,  shall  maintain any  supplementary  facilities  which are agreed to be
installed by Landlord for Tenant including,  without  limitation,  supplementary
heating,  cooling  or  ventilation;  electronic  locking  devices;  and  kitchen
facilities such as faucets, drains, pumps and insta-hot lines.


                                      -11-
<PAGE>

11.     LEASEHOLD IMPROVEMENTS, FIXTURES AND TRADE FIXTURES.

All leasehold  improvements to the Leased  Premises,  fixtures  installed in the
Leased  Premises and the blinds and floor  treatments or coverings  shall be the
property of the Landlord, regardless of when, by which party or at which party's
cost the item is installed. Movable furniture,  furnishings,  trade fixtures and
equipment of the Tenant which are in the Leased  Premises  shall be the property
of the  Tenant,  except  as may  otherwise  be set forth in  section  23 of this
Agreement.

12.     ALTERATIONS, IMPROVEMENTS AND OTHER MODIFICATIONS BY THE TENANT.

12.1.  The  Tenant  shall  not  make  any  alterations,  improvements  or  other
modifications  to the Leased  Premises  which effect  structural  changes in the
Building or any portion thereof,  change the functional  utility or rental value
of the Leased  Premises or, except as may be  contemplated  by section 5 of this
Agreement prior to the  Commencement  Date,  affect the mechanical,  electrical,
plumbing or other systems installed in the Building or the Leased Premises.

12.2.   The  Tenant  shall  not  make  any other  alterations,  improvements  or
modifications to the Leased  Premises,  the Building or the Property or make any
boring in the  ceiling,  walls or floor of the Leased  Premises or the  Building
unless the Tenant shall have first:

        12.2.1.   furnished    to   the    Landlord    detailed,    New   Jersey
                  architect-certified    construction   drawings,   construction
                  specifications and, if they pertain in any way to the heating,
                  ventilation  and air  conditioning  or  other  systems  of the
                  Building,  related  engineering design work and specifications
                  regarding,  the proposed  alterations,  improvements  or other
                  modifications;

        12.2.2.   not received a notice from the Landlord  objecting  thereto in
                  any respect  within 30 days of the  furnishing  thereof (which
                  shall not be deemed the Landlord's affirmative consent for any
                  purpose);

        12.2.3.   obtained any  necessary  or  appropriate  building  permits or
                  other approvals from the Municipality  and, if such permits or
                  other approvals are  conditional,  satisfied all conditions to
                  the satisfaction of the Municipality; and

        12.2.4.   met, and continued to meet, all the following  conditions with
                  regard  to any  contractors  selected  by the  Tenant  and any
                  subcontractors, including materialmen, in turn selected by any
                  of them:

                  12.2.4.1.  the  Tenant  shall  have  sole  responsibility  for
                             payment of, and shall pay, such contractors;

                  12.2.4.2.  the  Tenant  shall  have  sole  responsibility  for
                             coordinating,  and shall coordinate, the work to be
                             supplied or  performed  by such  contractors,  both
                             among themselves and with any contractors  selected
                             by the Landlord;

                  12.2.4.3.  the Tenant shall not permit or suffer the filing of
                             any notice of construction lien claim or other lien
                             or  prospective  lien  by any  such  contractor  or
                             subcontractor  with  respect to the  Property,  the
                             Common  Facilities,   the  Building  or  any  other
                             improvements  on  the  Property;  and if any of the
                             foregoing should be filed by any such contractor or
                             subcontractor,  the Tenant shall  forthwith  obtain
                             and file the complete discharge and release thereof
                             or provide such  payment  bond(s) from a reputable,
                             financially sound institutional  surety as will, in
                             the  opinions of the  Landlord,  the holders of any
                             mortgage indebtedness on, or other interest in, the

                                      -12-
<PAGE>

                             Property,  the Building,  the Common  Facilities or
                             any  other  improvements  on the  Property,  or any
                             portions   thereof,   and  their  respective  title
                             insurers,   be  adequate  to  assure  the  complete
                             discharge and release thereof;

                  12.2.4.4.  prior to any such  contractor's  entering  upon the
                             Property,  the  Building or the Leased  Premises or
                             commencing  work the Tenant shall have delivered to
                             the Landlord (a) all the Tenant's  certificates  of
                             insurance   set  forth  in   section   14  of  this
                             Agreement,   conforming  in  all  respects  to  the
                             requirements  of  section  14  of  this  Agreement,
                             except  that  the  effective   dates  of  all  such
                             insurance  policies  shall  be  prior  to any  such
                             contractor's   entering  upon  the  Property,   the
                             Building or the Leased  Premises or commencing work
                             (if any  work is  scheduled  to  begin  before  the
                             Commencement Date) and (b) similar  certificates of
                             insurance  from  each of the  Tenant's  contractors
                             providing  for  coverage  in  equivalent   amounts,
                             together  with  their  respective  certificates  of
                             workers'   compensation    insurance,    employer's
                             liability    insurance    and    products-completed
                             operations insurance, the latter providing coverage
                             in at least the amount  required  for the  Tenant's
                             comprehensive  general public  liability and excess
                             insurance;

                  12.2.4.5.  each such contractor shall be a party to collective
                             bargaining  agreements  with those  unions that are
                             certified as the  collective  bargaining  agents of
                             all bargaining units of such  contractor,  of which
                             all such contractor's  workpersons shall be members
                             in good standing;

                  12.2.4.6.  each such  contractor  shall  perform its work in a
                             good  and  workpersonlike   manner  and  shall  not
                             interfere  with or hinder the Landlord or any other
                             contractor in any manner;

                  12.2.4.7.  there  shall  be no  labor  dispute  of any  nature
                             whatsoever  involving  any such  contractor  or any
                             workpersons  of such  contractor  or the  unions of
                             which they are members with  anyone;  and if such a
                             labor  dispute  exists or comes into  existence the
                             Tenant shall  forthwith,  at the Tenant's sole cost
                             and expense,  remove all such contractors and their
                             workpersons   from   the   Building,   the   Common
                             Facilities and the Property; and

                  12.2.4.8.  the Tenant shall have the sole  responsibility  for
                             the  security  of  the  Leased   Premises  and  all
                             contractors'   materials,   equipment   and   work,
                             regardless  of whether their work is in progress or
                             completed.

12.3.    After  the  Commencement  Date,  the  Tenant  shall  not apply any wall
covering  (except latex based flat paint) or other treatment to the walls of the
Leased Premises without the prior written consent of the Landlord.

13.      LANDLORD'S RIGHTS OF ENTRY AND ACCESS.

The Landlord and its authorized  agents shall have the following rights of entry
and access to the Leased Premises:

13.1.    In case of any emergency or threatened  emergency,  at any time for any
purpose which the Landlord  reasonably  believes under such  circumstances  will
serve to prevent,  eliminate or reduce the emergency,  or the threat thereof, or
damage or threatened damage to persons and property.

13.2.    Upon at least one day's prior verbal advice to the Tenant,  at any time
for the purpose of erecting


                                      -13-
<PAGE>

or constructing  improvements,  modifications,  alterations and other changes to
the Building or any portion thereof, including,  without limiting the generality
of the foregoing,  the Leased Premises, the Common Facilities or the Property or
for the purpose of  repairing,  maintaining  or cleaning  them,  whether for the
benefit of the Landlord,  the Building,  all tenants of Other Leased Premises in
the Building,  or one or more tenants of Other Leased  Premises,  or others.  In
connection  with  any  such  improvements,   modifications,  alterations,  other
changes,  repairs,  maintenance  or  cleaning,  the  Landlord may close off such
portions of the Property,  the Building and the Common  Facilities and interrupt
such services as may be necessary to accomplish such work,  without liability to
the Tenant  therefore and without such closing or  interruption  being deemed an
eviction or constructive eviction or requiring an abatement of Rent. However, in
accomplishing  any such work,  the Landlord  shall  endeavor  not to  materially
interfere  with the  Tenant's use and  enjoyment  of the Leased  Premises or the
conduct of the Tenant's business and to minimize interference, inconvenience and
annoyance to the Tenant.

13.3.    At all  reasonable  hours for the purpose of  operating,  inspecting or
examining the Building, including the Leased Premises, or the Property.

13.4.    At any time after the Tenant has vacated the Leased  Premises,  for the
purpose of  preparing  the Leased  Premises  for another  tenant or  prospective
tenant.

13.5.    If practicable by appointment with the Tenant,  at all reasonable hours
for the purpose of showing the Building to  prospective  purchasers,  mortgagees
and prospective mortgagees and prospective ground lessees and lessors.

13.6.    If practicable by appointment with the Tenant,  at all reasonable hours
during the last nine  months of the Term for the  purpose of showing  the Leased
Premises to prospective tenants thereof.

13.7.    The mere  enumeration of any right of the Landlord  within this section
13 of the  Agreement  shall not be deemed to create an obligation on the part of
the Landlord to exercise  any such right  unless the  Landlord is  affirmatively
required to exercise such right elsewhere in this Agreement.

14.      LIABILITIES AND INSURANCE OBLIGATIONS.

14.1.    The Tenant  shall,  at the Tenant's own  expense,  purchase  before the
Commencement Date, and maintain in full force and effect throughout the Term and
any other  period  during  which the  Tenant may have  possession  of the Leased
Premises,  the following types of insurance  coverage from financially sound and
reputable  insurers,  licensed  by the  State  of New  Jersey  to  provide  such
insurance  and  acceptable  to the  Landlord,  in the minimum  amounts set forth
below,  each of which insurance  policies shall be for the benefit of, and shall
name the Landlord,  the  Landlord's  managing  agent and  mortgagees  and ground
lessors known to the Tenant, if any, of the Building, the Common Facilities, the
Property or any interest  therein,  their  successors  and assigns as additional
persons  insured,   and  none  of  which  insurance  policies  shall  contain  a
"co-insurance" clause:

         14.1.1.  commercial general liability insurance  (including "broad form
                  and contractual  liability"  coverage) and excess ("umbrella")
                  insurance  which,  without  limiting  the  generality  of  the
                  foregoing, considered together shall insure against such risks
                  as bodily injury,  death and property damage,  with a combined
                  single  limit  of  not  less  than   $3,000,000.00   for  each
                  occurrence; and

         14.1.2.  "all-risks" property insurance covering the Leased Premises in
                  an amount sufficient,  as determined by the Landlord from time
                  to time,  to cover  the  replacement  costs  for all  Tenant's
                  alterations,  improvements,  fixtures  and  personal  property
                  located in or on the Leased Premises.

                                      -14-
<PAGE>

14.2.    With respect to risks:

         14.2.1.  as to which this Agreement  requires  either party to maintain
                  insurance, or

         14.2.2.  as to which either party is effectively  insured and for which
                  risks the other party may be liable,

         14.2.3.  the party  required to maintain  such  insurance and the party
                  effectively  insured  shall use its best  efforts  to obtain a
                  clause, if available from the respective insurer, in each such
                  insurance policy expressly  waiving any right of recovery,  by
                  reason of subrogation to such party's rights or otherwise, the
                  respective  insurer might otherwise have or obtain against the
                  other  party,  so long as such a clause can be obtained in the
                  respective  insurance policy without  additional premium cost.
                  If such a clause can be obtained in the  respective  insurance
                  policy, but only at additional premium cost, such party shall,
                  by notice to the other party,  promptly advise the other party
                  of such fact and the amount of the additional premium cost. If
                  the other party  desires the inclusion of such a clause in the
                  notifying party's respective insurance policy, the other party
                  shall,  within 10 days of  receipt  of the  notifying  party's
                  notice, by notice advise the notifying party of its desire and
                  enclose  therewith  its  check  in  the  full  amount  of  the
                  additional  premium cost;  otherwise the notifying  party need
                  not obtain such a clause in the respective insurance.

14.3.    Each party hereby waives any right of recovery  against the other party
for any and all damages  for  property  losses and  property  damages  which are
actually insured by either party, but only to the extent:

         14.3.1.  that the  waiver  set forth in this  subsection  14.3 does not
                  cause or result in any  cancellation of, or diminution in, the
                  insurance  coverage  otherwise  available under any applicable
                  insurance policy;

         14.3.2.  of the proceeds of any applicable  insurance  policy  (without
                  adjustment  for  any  deductible  amount  set  forth  therein)
                  actually  received by such party for such  respective  loss or
                  damages; and

         14.3.3.  the substance of the clause contemplated by subsection 14.2 of
                  this  Agreement is actually and  effectively  set forth in the
                  respective insurance policy.

The waiver set forth in this  subsection  14.3 of the Agreement  shall not apply
with  respect to  liability  insurance  policies  (as  opposed to  property  and
casualty insurance policies).

14.4.    The Tenant hereby waives any right of recovery it might  otherwise have
against the Landlord for losses and damages  caused  actively or  passively,  in
whole or in part,  by any of the risks the Tenant is required to insure  against
in accordance with subsections  14.1.1 or 14.1.2 of this Agreement,  unless such
waiver  would  cause or  result in a  cancellation  of, or  diminution  in,  the
coverage of the Tenant's policies of insurance against such risks.

14.5.    The Landlord  shall have no liability  whatsoever  to the Tenant or the
Tenant's employees,  other agents or Guests or anyone else for any death, bodily
injury,  property loss or other damages  suffered by any of them or any of their
property which is not caused  directly,  exclusively  and entirely by the active
gross  negligence  or  intentional   misconduct  of  the  Landlord  without  the
intervention  or  contribution  of  any  other  cause  or  contributing   factor
whatsoever.

14.6.    Each  policy  of  insurance  required  under  subsection  14.1  of this
Agreement shall include provisions to the effect that:


                                      -15-
<PAGE>

         14.6.1.  no act or omission of the Tenant, its employees,  other agents
                  or  Guests  shall  result  in a  loss  of  insurance  coverage
                  otherwise  available  under such policy to any person required
                  to be  named  as an  additional  insured  in  accordance  with
                  subsection 14.1 of this Agreement; and

         14.6.2.  the  insurance  coverage  afforded by such policy shall not be
                  diminished,   cancelled,  permitted  to  expire  or  otherwise
                  terminated  for any reason  except upon 30 days' prior written
                  notice from the insurer to every  person  required to be named
                  as an additional insured in accordance with subsection 14.1 of
                  this Agreement.

14.7.    With  respect  to  each  type  of  insurance  coverage  referred  to in
subsection 14.1 of this  Agreement,  prior to the  Commencement  Date the Tenant
shall cause its insurer(s) to deliver to the Landlord the  certificate(s) of the
insurer(s)  setting  forth the name and  address  of the  insurer,  the name and
address of each additional insured, the type of coverage provided, the limits of
the coverage,  any deductible amounts,  the effective dates of coverage and that
each policy under which coverage is provided  affirmatively  includes provisions
to the effect set forth in subsection 14.6 of this  Agreement.  In the event any
of such certificates  indicates a coverage termination date earlier than the end
of the Term or the end of any other  period  during  which the  Tenant  may have
possession  of the  Leased  Premises,  no  later  than 10 days  before  any such
coverage  termination date, the Tenant shall deliver to the Landlord respective,
equivalent, new certificate(s) of the insurer(s).

15.      CASUALTY DAMAGE TO BUILDING OR LEASED PREMISES.

15.1.    In the event of any damage to the  Building or any  portion  thereof by
fire or other  casualty,  with the result that the Leased  Premises are rendered
unusable,  in whole or in part,  then,  unless the  Building is  destroyed or so
damaged  that the  Landlord  does not intend to rebuild the same,  the  Landlord
shall,  within 30 business  days of the  casualty,  determine the period of time
required to restore the Building and the Leased  Premises (but not including the
improvements  constructed  or installed  prior to the Term or during the Term in
excess of the original allowance for the same).

         15.1.1.  If, in Landlord's  opinion,  the  restoration  described above
                  will take more than 180 days then Landlord may elect to cancel
                  this Agreement effective as of the date of casualty. Notice of
                  the Landlord's election shall be served upon the Tenant within
                  the 30 business day period described above.

         15.1.2.  If, in Landlord's  opinion,  the  restoration  described above
                  will take 180 days or less,  then  Landlord  shall not  cancel
                  this  Agreement  and must  restore the Building and the Leased
                  Premises as aforesaid.  In either of such events, the Landlord
                  shall cause restoration to proceed  diligently and expediently
                  to the  extent  the  Landlord  has  received  proceeds  of any
                  property,  casualty  or  liability  insurance  on the  damaged
                  portions (or would have received such proceeds had it obtained
                  such coverage).

15.2.    Rent shall abate from the date of the casualty until:

         15.2.1.  such time as the Leased Premises are again fully usable and be
                  reduced  during such period by the amount which bears the same
                  proportion to the Rent otherwise payable during such period as
                  the gross  rentable  floor space of the Leased  Premises which
                  are rendered  unusable bears to the gross rentable floor space
                  of the Leased  Premises.  The restoration of the  improvements
                  constructed or installed  prior to the Term or during the Term
                  in excess of the original  allowance for the same shall be the
                  Tenant's  responsibility.  Tenant shall make reasonable,  good
                  faith  efforts  to  integrate  the  restoration  which  is its
                  responsibility  with the work  which  is  being  performed  by
                  Landlord. To the extent that is not feasible,


                                      -16-
<PAGE>

                  Tenant shall be allowed an additional,  reasonable interval to
                  complete  its work,  not to exceed  sixty  days and Rent shall
                  abate during the interval required for such  restoration.  The
                  Landlord   shall   cooperate  with  Tenant  to  integrate  the
                  restoration  of such  improvements  during the  reconstruction
                  period; or

         15.2.2.  this  Agreement  is  canceled  pursuant to the  provisions  of
                  subsections 15.1.

15.3.    If, in the Landlord's  opinion,  the  restoration  described above will
take more than 180 days and the Landlord  makes the election to cancel set forth
in  subsection  15.1  above then  Landlord,  in such  event,  may  proceed  with
restoration (or non-restoration) in any manner it chooses, without any liability
to Tenant.

15.4.    The Tenant shall promptly  advise the Landlord by the quickest means of
communication  of the  occurrence of any casualty  damage to the Building or the
Leased Premises of which the Tenant becomes aware.

16.      CONDEMNATION.

If the Leased Premises,  or any portion  thereof,  or the Building or the Common
Facilities,  or any  substantial  portion  of any of  the  foregoing,  shall  be
acquired  for any public or  quasi-public  use or purpose by  statute,  right of
eminent  domain or private sale in lieu thereof,  with the result the Tenant can
not use and occupy the Leased  Premises for the purpose set forth in  subsection
7.1 of this  Agreement,  this  Agreement  shall  terminate and the Tenant hereby
waives any claim against the Landlord,  the condemning authority or other person
acquiring  same for any  thing of  value,  tangible  or  intangible,  including,
without  limiting the  generality of the  foregoing,  the putative  value of any
leasehold  interest or loss of the use of same,  except for any right the Tenant
might have to make a claim,  independent of, and without  reference to or having
any  effect  on,  any award or claim of the  Landlord,  against  the  condemning
authority or other acquiring party regarding the value of the Tenant's installed
trade fixtures and other  installed  equipment  which are not removable from the
Leased  Premises  or for  ordinary  and  necessary  moving  expenses  occasioned
thereby.

17.      ASSIGNMENT OR SUBLETTING BY TENANT.

17.1.    Except  as may be  specifically  set  forth in this  section  17 of the
Agreement, the Tenant shall not:

         17.1.1.  assign,  or purport to assign,  this  Agreement  or any of the
                  Tenant's rights hereunder;

         17.1.2.  sublet,  or  purport to sublet,  the  Leased  Premises  or any
                  portion thereof;

         17.1.3.  license,  or purport to license,  the use or  occupancy of the
                  Leased Premises or any portion thereof;

         17.1.4.  otherwise  transfer,  or  attempt  to  transfer  any  interest
                  including, without limiting the generality of the foregoing, a
                  mortgage,  pledge or security interest, in this Agreement, the
                  Leased  Premises or the right to the use and  occupancy of the
                  Leased Premises; or

         17.1.5.  indirectly accomplish,  or permit or suffer the accomplishment
                  of,  any of the  foregoing  by  merger or  consolidation  with
                  another  entity,  by  acquisition  or disposition of assets or
                  liabilities  outside  the  ordinary  course  of  the  Tenant's
                  business or by  acquisition  or  disposition,  by the Tenant's
                  equity  owners  or  subordinated  creditors,  of any of  their
                  respective interests in the Tenant.


                                      -17-
<PAGE>

17.2.    The  Tenant  shall not assign  this  Agreement  or any of the  Tenant's
rights  hereunder or sublet the Leased  Premises or any portion  thereof without
first giving three  months' prior notice to the Landlord of its desire to assign
or sublet and requesting the Landlord's  consent and without first receiving the
Landlord's  prior  written  consent.  The  notice  shall  be  accompanied  by an
agreement by Tenant to reimburse  Landlord for the reasonable  expenses incurred
in  connection  with the review of the proposed  assignment  or sublease and the
documentation  related  thereto.  The Tenant's notice to the Landlord also shall
include:

         17.2.1.  the full name,  address and  telephone  number of the proposed
                  assignee or sublessee;

         17.2.2.  a description of the type(s) of business in which the proposed
                  assignee or sublessee is engaged and proposes to engage;

         17.2.3.  a  description  of the  precise  use  to  which  the  proposed
                  assignee or  sublessee  intends to put the Leased  Premises or
                  portion thereof;

         17.2.4.  the proposed  assignee's or subtenant's  most recent quarterly
                  and annual  financial  statements  prepared in accordance with
                  generally  accepted   accounting   principles  and  any  other
                  evidence of  financial  position and  responsibility  that the
                  Tenant or proposed assignee or sublessee may desire to submit;

         17.2.5.  by diagram and  measurement of the actual square feet of floor
                  space, the precise portion of the Leased Premises  proposed to
                  be  subject  to the  assignment  of  this  Agreement  or to be
                  sublet;

         17.2.6.  a complete,  accurate and detailed description of the terms of
                  the  proposed  assignment  or  sublease   including,   without
                  limiting the  generality of the foregoing,  all  consideration
                  paid or given,  or proposed to be paid or to be given,  by the
                  proposed assignee, sublessee or other person to the Tenant and
                  the respective times of payment or delivery; and

         17.2.7.  any other information reasonably requested by the Landlord.

17.3.    By the expiration of the notice period  contemplated by subsection 17.2
of this Agreement,  the Landlord, in its sole discretion,  shall take one of the
following actions by notice to the Tenant:

         17.3.1.  grant  consent  on the  terms  and  conditions  set  forth  in
                  subsection  17.4 of this  Agreement and such other  reasonable
                  terms and conditions set forth in the Landlord's notice;

         17.3.2.  refuse to grant  consent  for any of the  reasons set forth in
                  subsection 17.5 of this Agreement or for any other  reasonable
                  reason set forth in the Landlord's notice; or

         17.3.3.  elect to  terminate  the  Term as of (a) the end of the  third
                  full month after the Tenant has given  notice of the  Tenant's
                  desire to assign or sublet or (b) the proposed  effective date
                  of the proposed assignment or sublease.

17.4.   The Landlord's consent to the Tenant's proposed  assignment or sublease,
if granted under  subsection  17.3.1 of this Agreement,  shall be subject to all
the  following  terms  and  conditions  (and to any other  terms and  conditions
permitted by that subsection):

         17.4.1.  any proposed assignee or sublessee shall, by document executed
                  and delivered forthwith to the Landlord,  agree to be bound by
                  all the obligations of the Tenant set forth in this Agreement;


                                      -18-
<PAGE>

         17.4.2.  the Tenant shall remain liable under this  Agreement,  jointly
                  and severally with any proposed assignee or sublessee, for the
                  timely  performance of all obligations of the Tenant set forth
                  in this Agreement;

         17.4.3.  the Tenant shall  forthwith  deliver to the Landlord  manually
                  executed  copies  of  all  documents  regarding  the  proposed
                  assignment  or sublease  and a written,  accurate and complete
                  description,  manually  executed  both by the  Tenant  and the
                  proposed  assignee  or  sublessee,  of  any  other  agreement,
                  arrangement or understanding between them regarding the same;

         17.4.4.  with  respect  to any  consideration  or other  thing of value
                  received or to be received  by the Tenant in  connection  with
                  any such  assignment or sublease  (other than those payable in
                  equal monthly installments each month during the proposed term
                  of any such  assignment or sublease),  the Tenant shall pay to
                  the  Landlord  one-half of any such amount and one-half of the
                  fair market  value of any other thing of value  within 10 days
                  of receipt of same;

         17.4.5.  with  respect  to any  amount  payable  to the Tenant in equal
                  monthly  installments  each month during the proposed  term of
                  any such  assignment  or  sublease  in  connection  with  such
                  assignment  or  sublease,  which  amount  is in  excess of the
                  amount  which bears the same ratio to the monthly  installment
                  of Rent due from the Tenant as the usable  floor  space of the
                  Leased Premises subject to the assignment or sublease bears to
                  the usable  floor  space of the entire  Leased  Premises,  the
                  Tenant  shall pay  one-half  of such  excess  to the  Landlord
                  together with the Tenant's monthly installment of Rent;

         17.4.6.  the  proposed  use of the Leased  Premises is the same as that
                  permitted under subsection 7.1 of this Agreement; and

         17.4.7.  Tenant shall  reimburse  Landlord for the reasonable  expenses
                  incurred  in  connection  with  the  review  of  the  proposed
                  assignment or sublease and the documentation related thereto.

17.5.    The Landlord's refusal to grant consent under subsection 17.3.2 of this
Agreement  shall not be deemed an  unreasonable  withholding of consent if based
upon  any of the  following  reasons  (or any  other  reason  permitted  by that
subsection):

         17.5.1.  the  Landlord  desires  to  take  one  of  the  other  actions
                  enumerated in subsection 17.3 of this Agreement;

         17.5.2.  there is already  another  assignee,  sublessee or licensee of
                  all or a portion of the Leased Premises;

         17.5.3.  the proposed sublease is for a term of less than one year;

         17.5.4.  the  proposed  sublease is for a term which would expire after
                  the Term;

         17.5.5.  less  than one  year  remains  in the Term as of the  proposed
                  effective date of the proposed assignment or sublease;

         17.5.6.  the general reputation,  financial position or ability or type
                  of business of, or the  anticipated use of the Leased Premises
                  by,  the   proposed   assignee   or  proposed   sublessee   is
                  unsatisfactory  to the Landlord or is inconsistent  with those
                  of tenants of Other Leased Premises or  inconsistent  with any
                  commitment made by the Landlord to any such other tenant;


                                      -19-
<PAGE>

         17.5.7.  the proposed consideration to be paid to the Tenant during any
                  period  of 12 months  is less  than the  amount of the  Market
                  Rental Rate divided by the gross  rentable  floor space of the
                  Leased  Premises and  multiplied  by that portion of the gross
                  rentable  floor  space of the Leased  Premises  proposed to be
                  subject to the proposed assignment or sublease;

         17.5.8.  the gross  rentable  floor  space of the portion of the Leased
                  Premises  proposed to be sublet is less than  one-third of the
                  gross rentable floor space of the Leased Premises; or

         17.5.9.  Tenant has  advertised  or listed the space for  subleasing or
                  assignment  at a rate which is less than the rate being quoted
                  by Landlord for other available space in the Building.

18.      SIGNS, DISPLAYS AND ADVERTISING.

18.1.    The Tenant  shall have one sign  identifying  the  Landlord's  assigned
number for the Leased Premises at the principal entrance to the Leased Premises.
The Tenant  may  identify  itself in or on each of:  the signs at the  principal
entrance to the Leased Premises,  the Building  directory and the directory,  if
any, on the floor of the Building on which the Leased  Premises is located.  All
such signs, and the method and materials used in mounting and dismounting  them,
shall be in accordance with the Landlord's specifications.  All such signs shall
be provided and mounted by the Landlord at the Landlord's  expense,  except that
the Tenant  shall  bear any  expense  of  identifying  itself on the sign at the
principal entrance to the Leased Premises.

18.2.    No other sign,  advertisement,  fixture or display shall be used by the
Tenant on the  Property or in the Building or the Common  Facilities.  Any signs
other than those specifically  permitted under subsection 18.1 of this Agreement
shall be removed  promptly  by the  Tenant or by the  Landlord  at the  Tenant's
expense.

19.      QUIET ENJOYMENT.

The  Landlord  is the  owner  of the  Building,  the  Property  and  the  Common
Facilities located on the Property.  The Landlord has the right and authority to
enter into and execute and deliver this Agreement with the Tenant. So long as an
Event of Default shall not have occurred, the Tenant shall and may peaceably and
quietly have,  hold and enjoy the Leased  Premises during the Term in accordance
with this Agreement.

20.      RELOCATION.

At any time and from time to time  during the Term,  on at least 30 days'  prior
notice to the Tenant,  the Landlord  shall have the right to move the Tenant out
of the Leased  Premises and into premises  having  comparable size to the Leased
Premises located in the Building or in any other comparable  building located in
the  immediate  area for the  duration of the Term.  Comparable  size shall mean
premises  which have floor space which is not more than 100 square feet  smaller
than the Leased Premises,  or larger.  In the event the Landlord  exercises this
right of relocation,  the Landlord shall decorate the new premises  similarly to
the Leased Premises and remove,  relocate and reinstall the Tenant's  furniture,
trade fixtures,  furnishings and equipment,  all at the sole cost and expense of
the  Landlord.  When the  substitute  new premises  are ready,  the Tenant shall
surrender the Leased  Premises.  Following any such  relocation,  this Agreement
shall continue in full force and effect except for the description of the Leased
Premises,  the  Building  and  the  Property  which,  upon  completion  of  such
relocation,  shall be deemed  amended to describe the  substitute  new premises,
building  and  property,  respectively,  to which  the  Tenant  shall  have been
relocated in accordance with this section 20 of the Agreement.


                                      -20-
<PAGE>

21.     SURRENDER.

21.1    Upon  expiration or other  termination of the Term, or at any other time
at which the Landlord, by virtue of any provision of this Agreement or otherwise
has the right to re-enter and re-take  possession  of the Leased  Premises,  the
Tenant shall surrender possession of the Leased Premises; remove from the Leased
Premises  all  property  owned by the  Tenant  or  anyone  else  other  than the
Landlord; remove from the Leased Premises any alterations, improvements or other
modifications  to the Leased  Premises  that the Landlord may request by notice;
make any repairs required by such removal; clean the Leased Premises;  leave the
Leased  Premises in as good order and condition as it was upon the completion of
any improvements contemplated by section 5 of this Agreement,  ordinary wear and
use excepted;  return all copies of all keys and passes to the Leased  Premises,
the Common Facilities and the Building to the Landlord (or Tenant shall bear the
cost of securing replacements); and receive the Landlord's written acceptance of
the Tenant's  surrender.  The Landlord  shall not be deemed to have accepted the
Tenant's  surrender of the Leased  Premises  unless and until the Landlord shall
have executed and delivered the  Landlord's  written  acceptance of surrender to
the Tenant, which shall not be unreasonably withheld or delayed.

21.2     At least ten (10) days  prior to the  expiration  of the Term or within
five (5) business days after an earlier  termination  of the Term,  Landlord may
elect ("Election Right") by written notice to Tenant to:

         21.2.1   Retain any or all  wiring,  cables and  similar  installations
                  appurtenant   thereto  installed  by  Tenant  in  the  risers,
                  ceilings,  plenums  and  electrical  closets  of the  Building
                  ("Wiring");

         21.2.2   Remove any or all such Wiring and restore the Premises and the
                  Building to the condition  existing prior to the  installation
                  of  the  Wiring  ("Wire  Restoration  Work").  Landlord  shall
                  perform such Wire  Restoration  Work at Tenant's sole cost and
                  expense; or

         21.2.3   Require  Tenant  to  perform  the  Wire  Restoration  Work  at
                  Tenant's  sole cost and expense.  In such event,  Tenant shall
                  submit the contract for the Wire  Restoration Work to Landlord
                  for Landlord's prior approval.

21.3     The  provisions of this Clause shall  survive the  expiration or sooner
termination of this Agreement.

21.4     In  the  event  Landlord  elects  to  retain  the  Wiring  pursuant  to
subsection 21.2.1 of this Agreement, Tenant covenants that:

         21.4.1.  Tenant  shall be the sole owner of such  Wiring,  that  Tenant
                  shall have good right to surrender such Wiring,  and that such
                  Wiring shall be free of all liens and encumbrances; and

         21.4.2   All Wiring  shall be left in good  condition,  working  order,
                  properly     labeled    at    each    end    and    in    each
                  telecommunications/electrical  closet and junction box, and in
                  safe condition.

21.5.    Notwithstanding  anything to the  contrary in section 29,  Landlord may
retain Tenant's  Security Deposit after the expiration or sooner  termination of
this Agreement until the earliest of the following events:

         21.5.1   Landlord  elects to retain the Wiring  pursuant to  subsection
                  21.2.1 of this Agreement;

         21.5.2   Landlord  elects  to  perform  the  Wiring   Restoration  Work
                  pursuant to subsection 21.2.2 of this Agreement and the Wiring
                  Restoration  Work is complete and Tenant has fully  reimbursed
                  Landlord for all costs related thereto; or


                                      -21-
<PAGE>

         21.5.3   Landlord  elects to require  the Tenant to perform  the Wiring
                  Restoration  Work  pursuant  to  subsection   21.2.3  of  this
                  Agreement  and the Wiring  Restoration  Work is  complete  and
                  Tenant has paid for all costs related thereto;

         21.5.4   In the event  Tenant  fails or refuses to pay all costs of the
                  Wiring  Restoration  Work  within  ten (10)  business  days of
                  Tenant's  receipt of  Landlord's  notice  requesting  Tenant's
                  reimbursement for or payment of such costs, Landlord may apply
                  all or any portion of  Tenant's  Security  Deposit  toward the
                  payment  of  such   unpaid   costs   relative  to  the  Wiring
                  Restoration Work.

         21.5.5   The  retention  or  application  of such  Security  Deposit by
                  Landlord  pursuant to this  section 21 does not  constitute  a
                  limitation  on or waiver  of  Landlord's  right to pursue  any
                  other or further remedies at law or in equity.

22.      EVENTS OF DEFAULT.

The  occurrence  of any of the  following  events shall  constitute  an Event of
Default under this Agreement:

22.1.    the Tenant's failure to pay any installment of Basic Rent or any amount
of Additional Rent when it is first due;

22.2.    the  Tenant's  failure to  perform  any of its  obligations  under this
Agreement if such failure has caused,  or may cause, loss or damage that can not
promptly be cured by subsequent act of the Tenant;

22.3.    the  Tenant's  failure to complete  performance  of any of the Tenant's
obligations  under this Agreement (other than those  contemplated by subsections
22.1 and 22.2 of this  Agreement)  within 10 days after the Landlord  shall have
given notice to the Tenant specifying which of the Tenant's  obligations has not
been performed and in what  respects,  unless  completion of performance  within
such period of 10 days is not possible  using  diligence  and  expedience,  then
within a reasonable  time of the  Landlord's  notice so long as the Tenant shall
have  commenced  substantial  performance  within  the first  three days of such
period of 10 days and shall have continued to provide  substantial  performance,
diligently and expediently, through to completion of performance;

22.4.    the  discovery  that  any  representation  made by the  Tenant  in this
Agreement  shall have been  inaccurate  or  incomplete  in any material  respect
either on the date it was made or the date as of which it was made;

22.5.    the sale,  transfer or other  disposition of any interest of the Tenant
in the Leased Premises by way of execution or other legal process;

22.6.    with the  exception of those of the  following  events to which section
365 of the  Bankruptcy  Code shall apply in the  context of an office  lease (in
which case subsection 22.7 of this Agreement shall apply):

         22.6.1.  the  Tenant's  becoming a "debtor," as that term is defined in
                  section 101 of the Bankruptcy Code;

         22.6.2.  any time when  either  the value of the  Tenant's  liabilities
                  exceed  the  value of the  Tenant's  assets  or the  Tenant is
                  unable to pay its  obligations  as and when they  respectively
                  become due in the ordinary course of business;

       22.6.3.  the  appointment  of a  receiver  or  trustee  of  the  Tenant's
                property or affairs; or


                                      -22-
<PAGE>

         22.6.4.  the Tenant's  making an  assignment  for the benefit of, or an
                  arrangement  with or among,  creditors or filing a petition in
                  insolvency or for  reorganization  or for the appointment of a
                  receiver;

22.7.    in the  event of the  occurrence  of any of the  events  enumerated  in
subsection  22.6 of this Agreement to which section 365 of the  Bankruptcy  Code
shall apply in the  context of an office  lease,  the earlier of the  bankruptcy
trustee's  rejection or deemed rejection (as those terms are used in section 365
of the Bankruptcy Code) of this Agreement; or

22.8.    the Tenant's  abandoning the Leased Premises  before  expiration of the
Term without the prior written consent of the Landlord.

23.      RIGHTS AND REMEDIES.

23.1.    Upon the  occurrence of an Event of Default the Landlord shall have all
the following rights and remedies:

         23.1.1.  to  elect  to  terminate  the Term by  giving  notice  of such
                  election, and the effective date thereof, to the Tenant and to
                  receive Termination Damages;

         23.1.2.  to elect to  re-enter  and  re-take  possession  of the Leased
                  Premises,  without  thereby  terminating  the Term,  by giving
                  notice of such election,  and the effective  date thereof,  to
                  the Tenant and to receive Re-Leasing Damages;

         23.1.3.  if the Tenant  remains in  possession  of the Leased  Premises
                  after the Tenant's obligation to surrender the Leased Premises
                  shall have  arisen,  to remove the Tenant and the Tenant's and
                  any others' possessions from the Leased Premises by any of the
                  following means without any liability to the Tenant  therefor,
                  any  such  liability  to  the  Tenant   therefor  which  might
                  otherwise  arise  being  hereby  waived by the  Tenant:  legal
                  proceedings (summary or otherwise),  writ of dispossession and
                  any other means and to receive Holdover Damages and, except in
                  the   circumstances   contemplated   by  section  20  of  this
                  Agreement,  to receive all  expenses  incurred in removing the
                  Tenant and the Tenant's and any others'  possessions  from the
                  Leased  Premises,  and  of  storing  such  possessions  if the
                  Landlord so elects;

         23.1.4.  to be awarded specific  performance,  temporary restraints and
                  preliminary and permanent  injunctive  relief regarding Events
                  of Default where the Landlord's rights and remedies at law may
                  be inadequate, without the necessity of proving actual damages
                  or the inadequacy of the rights and remedies at law;

         23.1.5.  to receive  all  expenses  incurred in  securing,  preserving,
                  maintaining  and  operating  the  Leased  Premises  during any
                  period of vacancy,  in making repairs to the Leased  Premises,
                  in  preparing  the  Leased  Premises  for  re-leasing  and  in
                  re-leasing the Leased Premises including, without limiting the
                  generality of the foregoing, any brokerage commissions;

         23.1.6.  to receive all legal expenses,  including without limiting the
                  generality  of the  foregoing,  attorneys'  fees  incurred  in
                  connection  with  pursuing  any of the  Landlord's  rights and
                  remedies, including indemnification rights and remedies;

         23.1.7.  if the Landlord, in its sole discretion, elects to perform any
                  obligation of the Tenant under this Agreement  (other than the
                  obligation  to pay  Rent)  which  the  Tenant  has not  timely
                  performed, to receive all expenses incurred in so doing;


                                      -23-
<PAGE>

         23.1.8.  to elect to pursue  any legal or  equitable  right and  remedy
                  available to the Landlord  under this  Agreement or otherwise;
                  and

         23.1.9.  to elect any combination, or any sequential combination of any
                  of the rights and  remedies  set forth in  subsection  23.1 of
                  this Agreement.

23.2.    In the event the  Landlord  elects  the right and  remedy  set forth in
subsection 23.1.1 of this Agreement,  Termination  Damages shall be equal to the
amount which, at the time of actual payment thereof to the Landlord,  is the sum
of:

         23.2.1.  all accrued but unpaid Rent;

         23.2.2.  the  present  value   (calculated   using  the  most  recently
                  available  (at  the  time  of  calculation)  published  weekly
                  average  yield on United  States  Treasury  securities  having
                  maturities  comparable  to the  balance of the then  remaining
                  Term) of the sum of all payments of Rent remaining due (at the
                  time of  calculation)  until  the  date the  Term  would  have
                  expired  (had there been no election to  terminate it earlier)
                  less the present value (similarly  calculated) of all payments
                  of rent to be received  through the end of the Term (had there
                  been no election to  terminate it earlier)  from a lessee,  if
                  any, of the Leased Premises at the time of calculation (and it
                  shall be assumed for  purposes of such  calculations  that (i)
                  the amount of future  Additional  Rent due per year under this
                  Agreement  will be equal to the  average  Additional  Rent per
                  month  due  during  the 12 full  calendar  months  immediately
                  preceding  the  date  of  any  such  calculation,   increasing
                  annually at a rate of eight  percent  compounded,  (ii) if any
                  calculation is made before the first anniversary of the end of
                  the No Pass Through  Period,  the average  Additional Rent due
                  for any month after the end of the No Pass Through Period will
                  be  equal  to  nine  percent  of  the  sum of  the  Base  Year
                  Operational  Expenses,  Base Year  Taxes and  Tenant  Electric
                  Charges  (considered  on  an  annual  basis),   (iii)  if  any
                  calculation is made before the beginning of the Base Year, the
                  sum of Base  Year  Taxes and Base  Year  Operational  Expenses
                  shall be assumed to be $7.50 per gross  rentable  square  foot
                  and (iv) if any calculation is made before the end of the Base
                  Year, Base Year Taxes and Base Year  Operational  Expenses may
                  be  extrapolated  based on the year to date  experience of the
                  Landlord);

         23.2.3.  the Landlord's  reasonably  estimated cost of demolishing  any
                  leasehold improvements to the Leased Premises; and

         23.2.4.  that  amount,  which  as of the  occurrence  of the  Event  of
                  Default,  bears the same ratio to the costs, if any,  incurred
                  by the  Landlord  (and not paid by the Tenant) in building out
                  the  Leased  Premises  in  accordance  with  section 5 of this
                  Agreement  as the  number  of  months  remaining  in the  Term
                  (immediately  before the  occurrence  of the Event of Default)
                  bears to the number of months in the entire Term  (immediately
                  before the occurrence of the Event of Default).

23.3.    In the event the  Landlord  elects  the right and  remedy  set forth in
subsection  23.1.2 of this Agreement,  Re-Leasing  Damages shall be equal to the
Rent less any rent actually and timely  received by the Landlord from any lessee
of the Leased Premises or any portion  thereof,  payable at the respective times
that Rent is payable under the Agreement  plus the cost, if any, to the Landlord
of building out or otherwise  preparing the Leased Premises for, and leasing the
Leased Premises to, any such lessee.

23.4.    In the event the  Landlord  elects  the right and  remedy  set forth in
subsection 23.1.3 of this Agreement,  Holdover Damages shall mean damages at the
rate per month or part  thereof  equal to the greater  of: (a) one and  one-half
times one-twelfth of the then Market Rental Rate plus all Additional Rent


                                      -24-
<PAGE>

as set forth in this  Agreement or (b) double the average amount of all payments
of Rent due under this Agreement during each of the last 12 full calendar months
prior to the  Landlord's  so  electing  or,  in the event  the Term  shall  have
terminated by expiration  under  subsection  24.1.1 of this Agreement,  the last
full 12 calendar months of the Term, in either case payable in full on the first
day of each holdover month or part thereof.

23.5.    In connection with any summary  proceeding to dispossess and remove the
Tenant from the Leased Premises under subsection  23.1.3 of this Agreement,  the
Tenant hereby waives:

         23.5.1.  any  notices   for   delivery  of   possession   thereof,   of
                  termination,  of demand for  removal  therefrom,  of the cause
                  therefor,  to cease,  to quit and all other notices that might
                  otherwise be required pursuant to 2A N.J.S.A. 18-53 et seq.;

         23.5.2.  any  right  the  Tenant  might   otherwise  have  to  cause  a
                  termination  of the  action  or  proceeding  by  paying to the
                  Landlord or into court or otherwise any Rent in arrears;

         23.5.3.  any  right  the  Tenant  might  otherwise  have to a period of
                  waiting  between  issuance of any warrant in  execution of any
                  judgment  for  possession  obtained  by the  Landlord  and the
                  execution thereof;

         23.5.4.  any right the  Tenant  might  otherwise  have to  transfer  or
                  remove  such  proceeding  from the  court  (or the  particular
                  division  or part of the  court)  or  other  forum in which it
                  shall have been  instituted by the Landlord to another  court,
                  division or part;

         23.5.5.  any right  the  Tenant  might  otherwise  have to  redeem  the
                  Tenant's former  leasehold  interest  between the entry of any
                  judgment and the execution of any warrant issued in connection
                  therewith by paying to the Landlord or into Court or otherwise
                  any Rent in arrears; and

         23.5.6.  any right  the  Tenant  might  otherwise  have to  appeal  any
                  judgment  awarding  possession  of the Leased  Premises to the
                  Landlord.

23.6.    The  enumeration  of rights  and  remedies  in this  section  23 of the
Agreement  is not  intended  to be  exhaustive  or  exclusive  of any rights and
remedies  which might  otherwise be available  to the  Landlord,  or to force an
election  of one or  more  rights  and  remedies  to the  exclusion  of  others,
concurrently,  consecutively  or sequentially.  On the contrary,  each right and
remedy  enumerated  in  this  section  23 of the  Agreement  is  intended  to be
cumulative with each other right and remedy enumerated in this section 23 of the
Agreement and with each other right and remedy that might otherwise be available
to the Landlord; and the selection of one or more of such rights and remedies at
any time  shall not be deemed to  prevent  resort to one or more  others of such
rights and remedies at the same time or a subsequent  time,  even with regard to
the same occurrence sought to be remedied.

23.7.    In view of the  relatively  free  right to sublet and  assign,  and for
other  reasons,  it is expressly  understood  and agreed that the Landlord shall
have no duty to mitigate damages. In the event the Landlord elects the right and
remedy set forth in  subsection  23.1.2 of this  Agreement,  Re-Leasing  Damages
shall be equal to the Rent less any rent  actually  and timely  received  by the
Landlord from any lessee of the Leased Premises or any portion thereof,  payable
at the respective  times that Rent is payable under the Agreement plus the cost,
if any, to the  Landlord  of  building  out or  otherwise  preparing  the Leased
Premises for, and leasing the Leased Premises to, any such lessee.  The Landlord
may relet  some or all of the Leased  Premises  but shall have no duty to do so.
The Tenant shall retain its rights to sublet or assign the Leased  Premises,  or
portions  thereof,  pursuant to Article 17 hereof  except to the extent that the
Landlord  shall have  already  relet the same which shall  abrogate the Tenant's
rights, pro tanto.


                                      -25-
<PAGE>

23.8.    If (i) an Event of  Default  has  occurred  and the  Tenant  moves out,
whether Landlord has terminated or otherwise, or (ii) if Tenant is dispossessed,
and,  in  either  of such  events,  fails to  remove  any  property,  machinery,
equipment and fixtures or other  property  prior to such default,  dispossess or
removal,  then and in that event,  the said property,  machinery,  equipment and
fixtures or other property shall be deemed, at the option of the Landlord, to be
abandoned; or in lieu thereof, at the Landlord's option, the Landlord may remove
such property and charge the reasonable cost and expense of removal, storage and
disposal to the Tenant,  together with an additional twenty one (21%) percent of
such costs for Landlord's overhead and profit, which total costs shall be deemed
to be additional rent hereunder. The Tenant shall be liable for any damage which
it causes in the removal of said property from the Leased Premises.

24.      TERMINATION OF THE TERM.

24.1.    The Term shall  terminate upon the earliest of the following  events to
occur:

         24.1.1.  expiration of the Term;

         24.1.2.  in connection with a transaction contemplated by section 16 of
                  this Agreement,  the later of (a) the vesting of the acquiring
                  party's right to  possession or (b) the Tenant's  vacating the
                  Leased Premises;

         24.1.3.  under the  circumstances  contemplated  by subsection  15.1 of
                  this Agreement,  upon the Tenant's giving prompt notice of the
                  failure of the Landlord to give, on a timely basis, the notice
                  contemplated  by subsection  15.1.2 of this Agreement and that
                  the Tenant desires  termination of the Term (which termination
                  shall be effective as of the date of the subject casualty with
                  respect  to those  portions  of the Leased  Premises  rendered
                  untenantable  and as of the date of the Tenant's giving notice
                  with respect to those  portions of the Leased  Premises  which
                  were not rendered untenantable);

         24.1.4.  under the  circumstances  contemplated  by subsection  15.1 of
                  this  Agreement,  upon the  expiration of 45  additional  days
                  (without  the  Landlord's  completion  of  restoration  in the
                  interim)  after the Tenant shall have given prompt notice that
                  the Landlord has not restored the Leased  Premises on a timely
                  basis  and that the  Tenant  desires  termination  of the Term
                  (which  termination  shall be  effective as of the date of the
                  subject  casualty with respect to those portions of the Leased
                  Premises  rendered  untenantable  and  as of the  date  of the
                  Tenant's  giving notice with respect to those  portions of the
                  Leased Premises which were not rendered untenantable);

         24.1.5.  the  effective  date of any  election  by the  Landlord  under
                  subsection  17.3.3  of  this  Agreement  in  response  to  the
                  Tenant's   notice  of  the  Tenant's  desire  to  assign  this
                  Agreement  or  to  sublet  all  or a  portion  of  the  Leased
                  Premises; or

         24.1.6.  the  effective  date  of  any  election  by  the  Landlord  to
                  terminate the Term under subsection 23.1.1 of this Agreement.

24.2.    No  termination  of the Term  shall have the  effect of  releasing  the
Tenant from any  obligation or liability  theretofore  or thereby  incurred and,
until the Tenant shall have  surrendered  the Leased Premises in accordance with
section  21 of this  Agreement,  from any  obligation  or  liability  thereafter
incurred.

25.      MORTGAGE AND UNDERLYING LEASE PRIORITY.

This  Agreement  and the  estate,  interest  and rights  hereby  created for the
benefit of the Tenant are, and

                                      -26-
<PAGE>

shall always be,  subordinate to any mortgage (other than a mortgage  created by
the Tenant or a sale,  transfer or other disposition by the Tenant in the nature
of  a  security   interest  in  violation  of   subsections   17.1.4  and  22.5,
respectively,  of this Agreement)  already or afterwards placed on the Property,
the Common Facilities, the Building or any estate or interest therein including,
without  limiting  the  generality  of the  foregoing,  any new  mortgage or any
mortgage   extension,   renewal,   modification,   consolidation,   replacement,
supplement or substitution.  This Agreement and the estate,  interest and rights
hereby  created  for the  benefit  of the  Tenant  are,  and  shall  always  be,
subordinate  to any ground lease already or  afterwards  made with regard to the
Property, the Common Facilities,  the Building or any estate or interest therein
including,  without  limiting the  generality of the  foregoing,  any new ground
lease or any  ground  lease  extension,  renewal,  modification,  consolidation,
replacement,  supplement or  substitution.  The provisions of this section 25 of
the  Agreement  shall be  self-effecting;  and no  further  instrument  shall be
necessary  to effect any such  subordination.  Nevertheless,  the Tenant  hereby
consents  that any  mortgagee or  mortgagee's  successor in interest may, at any
time and from time to time, by notice to the Tenant, subordinate its mortgage to
the estate and interest  created by this Agreement;  and upon the giving of such
notice,  the  subject  mortgage  shall be deemed  subordinate  to the estate and
interest  created  by this  Agreement  regardless  of the  respective  times  of
execution or delivery of either or of recording the subject mortgage.

26.      TRANSFER BY LANDLORD.

26.1.    The Landlord  shall have the right at any time and from time to time to
sell,  transfer,  lease  or  otherwise  dispose  of  the  Property,  the  Common
Facilities or the Building or any of the  Landlord's  interests  therein,  or to
assign this Agreement or any of the Landlord's rights thereunder.

26.2.    Upon giving notice of the occurrence of any transaction contemplated by
subsection 26.1 of this Agreement, the Landlord shall thereby be relieved of any
obligation  that might  otherwise  exist under this  Agreement  with  respect to
periods  subsequent  to the  effective  date of any  such  transaction.  If,  in
connection  with  any  transaction  contemplated  by  subsection  26.1  of  this
Agreement the Landlord  transfers,  or makes allowance for, any Security Deposit
of the Tenant and gives notice of that fact to the Tenant,  the  Landlord  shall
thereby be relieved of any further  obligation  to the Tenant with regard to any
such Security  Deposit;  and the Tenant shall look solely to the transferee with
respect to any such Security Deposit.

26.3.    In the  event of the  occurrence  of any  transaction  contemplated  by
subsection 26.1 of this Agreement the Tenant, upon written request therefor from
the  transferee,  shall attorn to and become the tenant of such  transferee upon
the terms and conditions set forth in this Agreement.

26.4.    Notwithstanding  anything  to the  contrary  that  may be set  forth in
subsections  26.1,  26.2 and 26.3 of this  Agreement,  in the event any mortgage
contemplated  by section 25 of this  Agreement  is  enforced  by the  respective
mortgagee pursuant to remedies provided in the mortgage or otherwise provided by
law or equity and any person  succeeds  to the  interest  of the  Landlord  as a
result of, or in connection with, any such  enforcement,  the Tenant shall, upon
the request of such  successor in interest,  automatically  attorn to and become
the Tenant of such  successor  in  interest  without  any change in the terms or
provisions of this  Agreement,  except that such successor in interest shall not
be bound by: (a) any  payment of Basic Rent or  Additional  Rent  (exclusive  of
prepayments  in the  nature of a  Security  Deposit)  for more than one month in
advance or (b) any amendment or other  modification  of this Agreement which was
made without the consent of such mortgagee or such  successor in interest;  and,
upon the  request of such  successor  in  interest,  the Tenant  shall  execute,
acknowledge and deliver any instrument(s) confirming such attornment.

26.5.    If this  Agreement and the estate,  interest and rights hereby  created
for the  benefit of the Tenant are ever  subject and  subordinate  to any ground
lease contemplated by section 25 of this Agreement:


                                      -27-
<PAGE>

         26.5.1.  upon the expiration or earlier  termination of the term of any
                  such ground  lease  before the  termination  of the Term under
                  this  Agreement,  the Tenant  shall  attorn to, and become the
                  Tenant  of,  the  lessor  under  any  such  ground  lease  and
                  recognize such lessor as the Landlord under this Agreement for
                  the balance of the Term; and

         26.5.2.  such expiration or earlier termination of the term of any such
                  ground  lease  shall  have no  effect on the Term  under  this
                  Agreement.

27.      INDEMNIFICATION.

27.1.    The Tenant shall,  and hereby does,  indemnify the Landlord against any
and all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses including,  without limiting the generality of the foregoing,  expenses
of investigation, defense and enforcement thereof or of the obligation set forth
in this section 27 of the Agreement  including,  without limiting the generality
of the  foregoing,  attorneys'  fees,  imposed on or incurred by the Landlord in
connection with any of the following matters which occurs during the Term:

         27.1.1.  any matter,  cause or thing arising out of the use, occupancy,
                  control or  management  of the Leased  Premises or any portion
                  thereof which is not caused directly, exclusively and entirely
                  by the Landlord's  active gross  negligence or intentional act
                  without the  intervention  of any other cause or  contributing
                  factor whatsoever;

         27.1.2.  any negligence or intentional act on the part of the Tenant or
                  any of its employees, other agents or Guests;

         27.1.3.  any  accident,  injury  or damage  to any  person or  property
                  occurring in or about the Leased  Premises which is not caused
                  directly,  exclusively  and entirely by the Landlord's  active
                  gross  negligence or intentional act without the  intervention
                  of any other cause or contributing factor whatsoever;

         27.1.4.  any representation  made by the Tenant in this Agreement shall
                  have been  inaccurate or  incomplete  in any material  respect
                  either  on the date it was made or the date as of which it was
                  made;

         27.1.5.  the imposition of any mechanic's,  materialman's or other lien
                  on the Property,  the Common  Facilities,  the  Building,  the
                  Leased Premises or any portion of any of the foregoing, or the
                  filing of any notice of intention to obtain any such lien,  in
                  connection   with  any   alteration,   improvement   or  other
                  modification  of the Leased Premises made or authorized by the
                  Tenant (which  indemnification  obligation  shall be deemed to
                  include  the  Tenant's  obligations  set  forth in  subsection
                  12.2.4.3 of this Agreement); or

         27.1.6.  any  failure  on the part of the  Tenant to  perform or comply
                  with any obligation of the Tenant set forth in this Agreement.

27.2.    Payment of  indemnification  claims by the Tenant to the Landlord shall
be due upon the Landlord's giving notice thereof to the Tenant.

27.3.    The  Landlord  shall  promptly  give notice of any claim  asserted,  or
action or  proceeding  commenced,  against  it as to which it  intends  to claim
indemnification  from the Tenant and, upon notice from the Tenant so requesting,
shall forward to the Tenant copies of all claim or litigation documents received
by it. Upon  receipt of such  notice the Tenant may, by notice to the  Landlord,
participate therein and, to the extent it may desire, assume the defense thereof
through independent counsel selected by the


                                      -28-
<PAGE>

Tenant and reasonably  satisfactory  to the Landlord.  The Landlord shall not be
bound by any  compromise or  settlement of any such claim,  action or proceeding
without its prior written consent.

28.      PARTIES' LIABILITY.

28.1.    None of the  following  occurrences  shall  constitute a breach of this
Agreement by the Landlord,  a termination of the Term, an active or constructive
eviction or an occurrence requiring an abatement of Rent:

         28.1.1.  the  inability  of the  Landlord  to  provide  any  utility or
                  service  to be  provided  by the  Landlord,  as  described  in
                  section 8 of this Agreement  which is due to causes beyond the
                  Landlord's control, or to necessary or advisable improvements,
                  maintenance,  repairs or  emergency,  so long as the  Landlord
                  uses reasonable  efforts and diligence under the circumstances
                  to restore the interrupted service or utility;

         28.1.2.  any improvement, modification, alteration or other change made
                  to the Property,  the Building or the Common Facilities by the
                  Landlord  consistently  with the  Landlord's  obligations  set
                  forth in subsection 13.2 of this Agreement; and

         28.1.3.  any change in any Federal, state or local law or ordinance.

28.2.    Except for the commencement, duration or termination of the Term (other
than under the circumstances contemplated by subsection 15.1 of this Agreement),
the Tenant's obligation to make timely payments of Rent, the Tenant's obligation
to maintain  certain  insurance  coverage  in effect,  the  Tenant's  failure to
perform any of its other  obligations  under this  Agreement if such failure has
caused loss or damage that can not  promptly be cured by  subsequent  act of the
Tenant  and the  period  within  which any  Option to Renew or any other type of
option or optional right exercisable by the Tenant must be exercised, any period
of time during which the Landlord or the Tenant is prevented from performing any
of its respective  obligations  under this Agreement  because of fire, any other
casualty or catastrophe,  strikes, lockouts, civil commotion, acts of God or the
public enemy, governmental  prohibitions or preemptions,  embargoes or inability
to  obtain  labor  or  material  due to  shortage,  governmental  regulation  or
prohibition,  shall be added to the time  when  such  performance  is  otherwise
required under this Agreement.

28.3.    Landlord  shall not be liable  for any loss  suffered  or  incurred  by
Tenant,  or any  interruption of or injury to its business or property by reason
of the use of the Grand Master Key or electronic  card key access by Landlord or
its  representatives.  In the event the  Landlord is an  individual,  an entity,
partnership,  joint venture,  association or a participant in a joint tenancy or
tenancy in common,  neither the Landlord,  nor any of its  officers,  directors,
shareholders,  partners,  venturers,  members  and joint  owners  shall have any
personal  liability or obligation  under or in connection with this Agreement or
the Tenant's use and  occupancy of the Leased  Premises;  but recourse  shall be
limited exclusively to the Landlord's interest in the Building.

28.4.    If Landlord shall be unable to give  possession of the Leased  Premises
on the Target Date for any reason  whatsoever,  Landlord shall not be subject to
any liability for such failure. Under such circumstances,  the rent reserved and
covenanted  to be paid herein shall not  commence  until the  possession  of the
Leased Premises is given.

28.5.    If, at any time during the Term,  the payment or collection of any Rent
otherwise  due under  this  Agreement  shall be  limited,  frozen  or  otherwise
subjected to a moratorium  by  applicable  law, and such  limitation,  freeze or
other  moratorium  shall  subsequently  be lifted,  whether  before or after the
termination of the Term,  such  aggregate  amount of Rent as shall not have been
paid or collected during the Term on


                                      -29-
<PAGE>

account of any such limitation,  freeze or other moratorium,  shall thereupon be
due and  payable  at once.  There  shall be added to the  maximum  period of any
otherwise  applicable  statute of limitation  the entire period during which any
such limitation, freeze or other moratorium shall have been in effect.

28.6.    If this Agreement is executed by more than one person as Tenant,  their
liability  under this Agreement and in connection  with the use and occupancy of
the Leased Premises shall be joint and several.

28.7.    In the event any rate of  interest,  or other  charge in the  nature of
interest, calculated as set forth in this Agreement would lead to the imposition
of a rate of interest  in excess of the maximum  rate  permitted  by  applicable
usury law, only the maximum rate permitted shall be charged and collected.

28.8.    The rule of construction  that any ambiguities that may be contained in
any contract shall be construed against the party drafting the contract shall be
inapplicable in construing this Agreement.

29.      SECURITY DEPOSIT.

The  Tenant  shall pay to the  Landlord  upon  execution  and  delivery  of this
Agreement the sum of $3,673.34 as a security  deposit to be held by the Landlord
as security for the Tenant's  performance of all the Tenant's  obligations under
this Agreement (the "Security Deposit"). The Landlord may commingle the Security
Deposit  with its general  funds.  Any interest  earned on the Security  Deposit
shall  belong to the  Landlord.  The  Tenant  shall not  encumber  the  Security
Deposit. The Landlord, in its sole discretion, may apply the Security Deposit to
cure any Event of Default under this Agreement. If any such application is made,
upon notice by the Landlord to the Tenant, the Tenant shall promptly replace the
amount so applied.  If there has been no Event of Default,  within 30 days after
termination  of the Term the  Landlord  shall  return the entire  balance of the
Security  Deposit to the  Tenant.  The Tenant  will not look to any  foreclosing
mortgagee of the Property,  the Building,  the Common Facilities or any interest
therein  for such  return of the  balance of the  Security  Deposit,  unless the
mortgagee has expressly assumed the Landlord's  obligations under this Agreement
or has actually received the balance of the Security Deposit.

If Tenant  requests  Landlord  to execute a lien  waiver in favor of any lender,
Landlord shall only do so if (i) the lender is an institutional lender; (ii) the
form of the lien waiver is  satisfactory  to Landlord;  (iii)  Tenant  agrees to
reimburse  Landlord for the reasonable  expenses incurred in connection with the
review of the proposed lien waiver and the  documentation  related thereto;  and
(iv) Tenant  increases the security  deposit by an amount which is sufficient to
mitigate the negative economic impact of the granting of such lien waiver.

30.      REPRESENTATIONS.

The Tenant hereby represents and warrants that:

30.1.    its North American Industrial Classification (NAICS) code is ______ and
it will  promptly  give  notice of any  change  therein  during  the Term to the
Landlord;

30.2.    no broker or other agent has shown the Leased  Premises or the Building
to the Tenant, or brought either to the Tenant's attention;

30.3.    the execution  and delivery of, the  consummation  of the  transactions
contemplated by and the performance of all its obligations under, this Agreement
by the Tenant have been duly and validly authorized by its general partners,  to
the extent  required by their  partnership  agreement and applicable law, if the
Tenant is a  partnership  or, if the  Tenant is a  corporation,  by its board of
directors  and, if necessary,  by its  stockholders  at meetings duly called and
held on proper notice for that purpose at which there were


                                      -30-
<PAGE>

respective  quorums  present  and  voting  throughout;  and no  other  approval,
partnership,  corporate, governmental or otherwise, is required to authorize any
of the  foregoing  or to give effect to the Tenant's  execution  and delivery of
this Agreement; and

30.4.    the execution  and delivery of, the  consummation  of the  transactions
contemplated by and the performance of all its obligations under, this Agreement
by the  Tenant  will not result in a breach or  violation  of, or  constitute  a
default  under,  the  provisions  of  any  statute,   charter,   certificate  of
incorporation or bylaws or partnership  agreement of the Tenant or any affiliate
of the Tenant, as presently in effect, or any indenture,  mortgage,  lease, deed
of trust,  other agreement,  instrument,  franchise,  permit,  license,  decree,
order,  notice,  judgment,  rule or  order  to or of  which  the  Tenant  or any
affiliate  of the Tenant is a party,  a subject or a  recipient  or by which the
Tenant,  any affiliate of the Tenant or any of their  respective  properties and
other assets is bound.

31.      RESERVATION IN FAVOR OF TENANT.

Neither the  Landlord's  forwarding a copy of this  document to any  prospective
tenant  nor any other act on the part of the  Landlord  prior to  execution  and
delivery of this  Agreement by the Landlord  shall give rise to any  implication
that  any  prospective  tenant  has a  reservation,  an  option  to  lease or an
outstanding offer to lease any premises.

32.      TENANT'S CERTIFICATES AND MORTGAGEE NOTICE REQUIREMENTS.

32.1.    Promptly upon request of the Landlord at any time or from time to time,
but in no event more than five days after the Landlord's respective request, the
Tenant shall execute, acknowledge and deliver to the Landlord or its designee an
estoppel  or  other  certificate,  satisfactory  in form  and  substance  to the
Landlord and any of its mortgagees,  ground lessors or lessees or transferees or
prospective mortgagees,  ground lessors or lessees or transferees,  with respect
to any of or all the following matters:

         32.1.1.  whether this Agreement is then in full force and effect;

         32.1.2.  whether  this  Agreement  has  not  been  amended,   modified,
                  superseded, canceled, repudiated or revoked;

         32.1.3.  whether  the  Landlord  has   satisfactorily   completed   all
                  construction  work,  if  any,  required  of  the  Landlord  or
                  contractors   selected   and   retained  by  the  Landlord  in
                  connection  with readying the Leased Premises for occupancy by
                  the Tenant in accordance with section 5 of this Agreement;

         32.1.4.  whether the Tenant is then in actual  possession of the Leased
                  Premises;

         32.1.5.  whether the Tenant then has no defenses or counterclaims under
                  this  Agreement  or  otherwise  against  the  Landlord or with
                  respect to the Leased Premises;

         32.1.6.  whether  Landlord is not then in breach of this  Agreement  in
                  any respect;

         32.1.7.  whether the Tenant then has  knowledge  of any  assignment  of
                  this  Agreement,  the  pledging or  granting  of any  security
                  interest  in this  Agreement  or in Rent due and to become due
                  under this Agreement;

         32.1.8.  whether  Rent is not then  accruing  under this  Agreement  in
                  accordance with its terms;

         32.1.9.  whether any Rent is not then in arrears;


                                      -31-
<PAGE>

         32.1.10. whether Rent due or to become due under this Agreement has not
                  been prepaid by more than one month;

         32.1.11. if the  response  to any of the  foregoing  matters  is in the
                  negative,  a  specification  of all the precise  reasons  that
                  necessitated the negative response in each instance; and

         32.1.12. any other matter  reasonably  requested by the Landlord or any
                  of its mortgagees, ground lessors or lessees or transferees or
                  prospective   mortgagees,   ground   lessors   or  lessees  or
                  transferees, including, without limiting the generality of the
                  foregoing,  such  information  as the Landlord may request for
                  purposes  of  assuring  compliance  with the  Industrial  Site
                  Recovery Act (13 N.J.S.A. 1K-6 et seq.), as it may be amended,
                  and any  other  applicable  Federal,  state or local  statute,
                  ordinance,   rule,   regulation   or  order   concerned   with
                  environmental matters.

32.2.    If, in connection  with the  Landlord's  or a prospective  transferee's
obtaining  financing or  refinancing of the Property,  the Building,  the Common
Facilities,  any portion  thereof or any  interest  therein,  the  Landlord or a
prospective lender shall so request,  the Tenant shall furnish to the requesting
party within 15 days of the request:

         32.2.1.  its written  consent to any  requested  modifications  of this
                  Agreement provided that, in each such instance,  the requested
                  modification  does not increase the Rent  otherwise due or, in
                  the reasonable  judgment of the Tenant,  otherwise  materially
                  increase the obligations of the Tenant under this Agreement or
                  materially  adversely affect the Tenant's  leasehold  interest
                  created hereby or the Tenant's use and enjoyment of the Leased
                  Premises (except in the circumstances  contemplated by section
                  16 of this Agreement); and

         32.2.2.  summary financial information regarding its financial position
                  as of the close of its most recently completed fiscal year and
                  its  most  recently   completed   interim  fiscal  period  and
                  regarding its results of operations for the periods then ended
                  and  comparable  year earlier  periods,  certified by Tenant's
                  chief  financial  officer to be a complete,  accurate and fair
                  presentation of the summary financial  information  purporting
                  to be set forth therein.

32.3.    If the Landlord or any of its mortgagees  gives notice to the Tenant of
any of their  respective names and addresses from time to time, the Tenant shall
give notice to each such mortgagee of any notice of breach or default previously
or  afterwards  given by the Tenant to the  Landlord  under this  Agreement  and
provide in such notice that if the Landlord has not cured such breach or default
within any permissible cure period then such mortgagee shall have the greater of
(a) an additional period of 30 days or (b) if such default cannot practically be
cured within such period,  such  additional  period as is  reasonable  under the
circumstances,  within which to cure such default.  Upon request of the Landlord
at any time or from time to time,  the Tenant  shall  execute,  acknowledge  and
deliver to the Landlord or its designee an acknowledgment of receipt of any such
notice,  an  acknowledgment  of  receipt  of any  notice of  assignment  of this
Agreement or rights  hereunder by the Landlord to any of its  mortgagees and the
Tenant's  agreement to the foregoing  effect on the  respective  forms,  if any,
furnished by the Landlord or the respective mortgagees.

32.4.    Approximately (i) 90 days prior to the termination of the Term and (ii)
30 days prior to any  relocation  of the Tenant  from the  Leased  Premises  (as
constituted  on the  Commencement  Date),  the Tenant  shall obtain from the New
Jersey  Department of  Environmental  Protection  ("NJDEP"),  and deliver to the
Landlord,  the Department's  unconditional  certificate of  non-applicability or
approval of the Tenant's  negative  declaration or clean-up plan,  together with
copies of all documents  furnished to NJDEP in connection  with  obtaining  such
certificate or approval.


                                      -32-
<PAGE>

32.5.    In the event  evidence of compliance  with ISRA is not delivered to the
Landlord prior to expiration or earlier termination of the Term, Tenant shall be
liable for all costs and  expenses  incurred by Landlord in  enforcing  Tenant's
obligations  hereunder  until such time as evidence of compliance  with ISRA has
been  delivered  to the  Landlord,  and  together  with any costs and  expenses,
including  legal and  environmental  consultant  fees  incurred  by  Landlord in
enforcing  Tenant's  obligations  under  subsection 7.2.8 and subsection 32.4 of
this Agreement. After the Term, Tenant shall nevertheless be obligated to comply
with its obligations  hereunder.  Evidence of compliance,  as used herein, shall
mean an approved  "negative  declaration" or a "no further action letter" issued
by the  NJDEP.  Evidence  of  compliance  shall be  delivered  to the  Landlord,
together with copies of all  submissions  made to, and received from, the NJDEP,
including  all  environmental   reports,   test  results  and  other  supporting
documentation.  In  addition,  if a Release is caused or  permitted  by Tenant's
Representatives  during the Term then, after end of the Term, and because of the
difficulty  which the Landlord may experience in re-letting the Leased Premises,
the Tenant shall  remain  liable for the payment of the annual rent in effect in
the last month of the Term,  prorated on a monthly basis (the "Post-Term Rent").
The  Post-Term  Rent  shall no  longer  be due  when  and if the only  remaining
requirement is purely administrative action on the part of the NJDEP or from and
after the commencement  date of a lease of the Leased Premises to a third party.
Additionally,  if Tenant  fails to commence the process  required by  subsection
32.4 of this Agreement at least 90 days prior to the expiration of the Term then
the  Post-Term  Rent shall be equal to 150% of the annual  rent in effect in the
last month of the Term,  prorated on a monthly basis.  Such Post-Term Rent shall
no longer be due when the only remaining  requirement  is purely  administrative
action on the part of the NJDEP,  evidence of  compliance  is obtained  from the
NJDEP or from and after the commencement  date of a lease of the Leased Premises
to a third party.

33.      WAIVER OF JURY TRIAL AND ARBITRATION.

The parties hereby waive any right they might  otherwise have to a trial by jury
in  connection  with any  dispute  arising  out of or in  connection  with  this
Agreement  or the use and  occupancy  of the Leased  Premises;  and they  hereby
consent to arbitration of any such dispute in Somerset  County,  New Jersey,  in
accordance with the rules for commercial arbitration of the American Arbitration
Association  or successor  organization,  except that the Landlord,  in its sole
discretion, may, with respect to any dispute involving either (i) the Landlord's
right to re-enter  and  re-take  possession  of the Leased  Premises or (ii) the
determination  of money damages  following the occurrence of an Event of Default
under this  Agreement,  elect to pursue any of or all its rights in any court of
competent  jurisdiction.  Judgment upon any arbitration  award may be entered in
any court of competent jurisdiction.

34.      SEVERABILITY.

In the event that any provision of this  Agreement,  or the  application  of any
provision  in any  instance,  shall  be  conclusively  determined  by a court of
competent jurisdiction to be illegal, invalid or otherwise  unenforceable,  such
determination  shall not affect the validity or enforceability of the balance of
this Agreement.

35.      NOTICES.

All notices contemplated by, permitted or required by this Agreement shall be in
writing. All notices required by this Agreement shall be personally delivered or
forwarded by recognized  overnight carrier or by certified  mail-return  receipt
requested,  addressed to the intended party at its address first set forth above
or, in the case of  notices to the  Tenant  during the Term or any other  period
during which the Tenant shall be in  possession of the Leased  Premises,  at the
Leased Premises. All notices required under this Agreement shall be deemed given
(i) upon delivery by overnight  carrier;  (ii) upon deposit,  properly addressed
and postage prepaid, in a postal depository if delivery is by certified mail; or
(iii) upon personal


                                      -33-
<PAGE>

delivery to the intended party, regardless of whether delivery shall be refused.
Either party,  by a notice served in accordance  with the foregoing  provisions,
may  change the  address to which  notices  shall be sent.  Notices  given by an
attorney for a party shall be deemed to be notices given by the party.

36.      CAPTIONS.

Captions have been  inserted at the beginning of each section of this  Agreement
for  convenience  of  reference  only and such  captions  shall not  affect  the
construction or interpretation of any such section of this Agreement.

37.      COUNTERPARTS.

This Agreement may be executed in more than one counterpart, each of which shall
constitute an original of this Agreement but all of which, taken together, shall
constitute one and the same Agreement.

38.      APPLICABLE LAW.

This Agreement and the obligations of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of New Jersey.

39.      EXCLUSIVE BENEFIT.

Except  as may be  otherwise  specifically  set  forth in this  Agreement,  this
Agreement is made  exclusively  for the benefit of the parties  hereto and their
permitted  assignees  and no one else shall be entitled to any right,  remedy or
claim by reason of any provision of this Agreement.

40.      SUCCESSORS.

This  Agreement  shall be binding upon the parties  hereto and their  respective
successors and assigns.

41.      AMENDMENTS.

This Agreement contains the entire agreement of the parties hereto, subsumes all
prior  discussions and negotiations and, except as may otherwise be specifically
set forth in this  Agreement,  this  Agreement  may not be amended or  otherwise
modified except by a writing signed by all the parties to this Agreement.

42.      WAIVER.

Except as may otherwise be specifically set forth in this Agreement, the failure
of any party at any time or times to require  performance  of any  provision  of
this  Agreement  shall in no manner  affect the right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
covenant,  representation  or warranty set forth in this  Agreement,  whether by
conduct  or  otherwise,  in any one or more  instances  shall be deemed to be or
construed as a further or continuing  waiver of any such condition or breach, or
as a waiver of any other condition or of the breach of any other term, covenant,
representation  or  warranty  set  forth  in  this  Agreement.   The  Landlord's
acceptance  of, or  endorsement  on,  any  partial  payment  of Rent or any late
payment of Rent from the Tenant shall not operate as a waiver of the  Landlord's
right to the balance of the Rent due on a timely basis regardless of any writing
to the  contrary  on, or  accompanying,  the  Tenant's  partial  payment  or the
Landlord's putative acquiescence therein.


                                      -34-
<PAGE>

43.      COURSE OF PERFORMANCE.

No course of dealing or  performance  by the parties,  or any of them,  shall be
admissible for the purpose of obtaining an  interpretation  or  construction  of
this Agreement at variance with the express language of the Agreement itself.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.


                               LANDLORD:
                               HOCROFT ASSOCIATES




                               By:  /s/ Eugene Schenkman
                                    ---------------------------------------
                                    Eugene Schenkman, Vice President
                                     S/K Hocroft Corp.

                               TENANT:
                               SKYE MULTIMEDIA, INC.




                               By:  /s/ Seth Oberman
                                    ---------------------------------------
                                    Seth Oberman, President















                                      -35-
<PAGE>

                 EXHIBIT A - LEASED PREMISES FLOOR SPACE DIAGRAM























                                      -36-
<PAGE>

                        EXHIBIT B - PROPERTY DESCRIPTION

                               1031 US Highway 22
                               Lot 6A, Block 5406
                                 Bridgewater, NJ

All that certain tract or parcel of land and premises  situate,  lying and being
in the  Township of  Bridgewater,  County of  Somerset  and State of New Jersey,
being more particularly described as follows:

BEGINNING at a point in the  northerly  R.O.W.  line of U.S.  Route 22 being the
intersection of said northerly  R.O.W.  line with the center line of Kinsey Road
and from said beginning point running;

1.   Along  the  northerly  R.O.W.  line of U.S.  Route 22 North 79  degrees  51
     minutes 30 seconds  West a distance of three  hundred  and twenty  (320.0')
     feet to a point in said northerly R.O.W. line; thence

2.   North 10 degrees 08 minutes 30 seconds East along the easterly  line of Lot
     6, Block 5406, as shown on the Tax Map of Bridgewater  Township, a distance
     of three hundred  eleven and  twenty-nine  hundredths  (311.29')  feet to a
     point in the southerly line of Interstate Route 287; thence

3.   Along  said  Interstate  Route 287 South 78  degrees  18 minutes 20 seconds
     East,  a distance  of three  hundred  sixty nine and  fifty-one  hundredths
     (369.51') feet to a point; thence

4.   South 28 degrees 10 minutes 0 seconds West, a distance of one hundred eight
     and forty-one  hundredths  (108.41') feet to a point; thence

5.   South 14 degrees 42 minutes 30  seconds  West,  a distance  of one  hundred
     ninety eight and  eighty-three  hundredths  (198.83') feet to the point and
     place of beginning.

Being  known as Lot 6A,  Block  5406,  as  shown  on the Tax Map of  Bridgewater
Township, Somerset County, New Jersey.








                                      -37-
<PAGE>

                             EXHIBIT C - WORK LETTER

The work,  if any, to be performed by Landlord is set forth in Section 5 of this
Agreement.













                                      -38-
<PAGE>

                   EXHIBIT D - BUILDING RULES AND REGULATIONS

The following are the Building Rules and Regulations  adopted in accordance with
subsection  7.2.3 of the  Agreement  of which this  exhibit  is a part;  and the
Tenant and the  Tenant's  employees,  other  agents and Guests shall comply with
these Building Rules and Regulations:

1. The sidewalks,  driveways,  entrances,  passages,  courts,  lobby,  esplanade
areas, plazas,  elevators,  vestibules,  stairways,  corridors,  halls and other
Common  Facilities shall not be obstructed or encumbered or used for any purpose
other than ingress and egress to and from the Leased Premises.  Landlord, in its
discretion,  may tow any vehicle left in the Common  Facilities  overnight.  The
Tenant shall not permit or suffer any of its  employees,  other agents or Guests
to congregate in any of the said areas. No door mat of any kind whatsoever shall
be placed or left in any  public  hall or  outside  any entry door of the Leased
Premises.

2. No awnings or other projections shall be attached to the outside walls of the
Building. No curtains,  drapes,  blinds, shades or screens shall be attached to,
hung in or used in  connection  with any window or door of the  Leased  Premises
without the prior written  consent of Landlord.  If such consent is given,  such
curtains,  drapes, blinds, shades or screens shall be of a quality, type, design
and color, and attached in the manner, approved by Landlord.

3.  Except  as  otherwise  specifically  provided  in  subsection  18.1  of  the
Agreement, no sign, insignia,  advertisement,  object, notice or other lettering
shall be  exhibited,  inscribed,  painted or  affixed  so as to be visible  from
outside the Leased  Premises or the  Building.  In the event of the violation of
the foregoing by the Tenant,  the Landlord may remove same without any liability
and may charge the expense incurred in such removal to the Tenant.

4. The sashes, doors, skylights,  windows, and doors that reflect or admit light
and air into the halls, passageways or other public places in the Building shall
not be covered or obstructed and no bottles,  parcels or other articles shall be
placed on the window sills.

5. No showcase or other  articles  shall be placed in front of or affixed to any
part of the Building or the Common Facilities.

6. The lavatories,  water and wash closets and other plumbing fixtures shall not
be used for any  purposes  other  than those for which  they were  designed  and
constructed, and no sweepings, rubbish, rags, acids or other substances shall be
thrown or deposited therein. All damages resulting from any misuse thereof shall
be  repaired  at the  expense of the  Tenant  that  permitted  or  suffered  the
violation hereof by the Tenant, the Tenant's employees, other agents or Guests.

7. The Tenant shall not mark, paint, drill into or in any way deface any part of
the Leased Premises,  the Building,  the Common  Facilities or the Property.  No
boring, cutting or stringing of wires shall be permitted,  except with the prior
written  consent of the Landlord,  and as the Landlord may direct.  Linoleum and
other resilient floor coverings shall be laid so that the same shall not come in
direct contact with the floor of the Leased  Premises;  and if linoleum or other
resilient  floor  coverings are desired,  an interlining of builder's  deadening
felt shall be first  affixed to the floor by a paste or other  material that is,
and will remain,  soluble in water. The use of cement or other adhesive material
that either is not, or will not remain, soluble in water is prohibited.

8. No bicycles,  vehicles, animals, reptiles, fish or birds of any kind shall be
brought into or kept in or about the Leased Premises.

9. No noise including,  without limiting the generality of the foregoing,  music
or the playing of


                                      -39-
<PAGE>

musical  instruments,  recordings,  radio or television which, in the reasonable
judgment of Landlord,  might disturb  tenants of Other Leased  Premises shall be
made or  permitted  by the Tenant.  Nothing  shall be done or  permitted  in the
Leased  Premises by the Tenant which would  impair or interfere  with the use or
enjoyment  of Other  Leased  Premises by any tenant  thereof.  Nothing  shall be
thrown out of the doors,  windows or  skylights or down the  passageways  of the
Building.

10. The Tenant shall not manufacture  any commodity,  or prepare or dispense any
foods or beverages,  tobacco,  flowers or other  commodities or articles without
the prior written consent of the Landlord.

11. The  Building  has a Grand  Master Key which  enables the  Landlord  and its
agents,  employees and  contractors to enter the Leased  Premises.  Tenant entry
locks and  additional  locks and bolts of any kind which are not be  operable by
the Grand Master Key for the Building shall not be installed in any of the doors
or windows, nor shall any changes be made in any locks or the mechanisms thereof
which shall make such locks  inoperable by the Grand Master Key. If Tenant fails
to comply  with these  restrictions,  any cost  incurred by Landlord in changing
locks,  securing  new or  additional  keys,  passes or  duplicates  or for other
services of a locksmith shall be borne by Tenant.  Duplicates of keys and passes
distributed to the Tenant by the Landlord shall not be made. Additional keys for
the Leased Premises and any lavatories (where applicable) shall be procured only
from Landlord who may make a reasonable charge therefore.

         Where so  equipped,  the  Building  also may have  electronic  card key
access which consists of an electronically  readable key and a reader at or near
the entry  and/or  rear  doors.  Tenant will be issued two (2) card keys and may
purchase additional keys from the Landlord at a cost of $17.50 per key. Only the
Landlord  may supply  keys to the  electronic  card  readers.  The Tenant  shall
maintain an updated,  current list of authorized  key holders and provide a copy
of the list to Landlord.  Tenant shall  co-operate with Landlord when inquiry is
made as to the current list of authorized key holders. Any requests for changes,
alterations,  deletions  or  substitutions  of  existing  keys  shall be done in
writing, by fax or by e-mail to the Landlord. Landlord will edit its master list
and remove access rights for any keyholders whose authorization is terminated or
whose  keys are  unaccounted  for within  ten (10)  business  days of receipt of
notification.  Tenant  shall  promptly  notify  Landlord  of the theft,  loss or
disappearance of any key or the termination of authorization for any key holder.
If the key is not returned to  Landlord,  Tenant shall bear the current cost for
the replacement thereof.

         Where  applicable,  a mailbox and two (2) mail box keys are supplied to
the mail  boxes  outside  the  Building.  Although  the  boxes  and keys are the
property of the Landlord, the Landlord is not responsible for the arrangement of
delivery of mail or the contents of the box once the keys have been delivered to
the Tenant. The Tenant is advised that the local postmaster retains a master key
for the box. Tenant may purchase  additional keys from the Landlord at a cost of
$17.50 per key.

12.  All  deliveries  and  removals,  and the  carrying  in or out of any safes,
freight, furniture, packages, boxes, crates or any other object or matter of any
description  shall take place  during  such  hours,  in such  manner and in such
elevators and  passageways  as the Landlord may determine from time to time. The
Landlord reserves the right to inspect all objects and matter being brought into
the Building or the Common  Facilities  and to exclude from the Building and the
Common  Facilities  all objects and matter that  violates any of these  Building
Rules and Regulations or that are contraband. The Landlord may (but shall not be
obligated to) require any person  leaving the Building or the Common  Facilities
with any package or object or matter from the Leased  Premises to establish  his
authority from the Tenant to do so. The  establishment and enforcement of such a
requirement  shall  not  impose  any  responsibility  on the  Landlord  for  the
protection  of the  Tenant  against  the  removal  of  property  from the Leased
Premises.  The  Landlord  shall not be liable to the Tenant for  damages or loss
arising from the  admission,  exclusion or ejection of any person to or from the
Leased Premises or the Building or the Common Facilities under this rule.

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<PAGE>

13. The Tenant shall not place any object in any portion of the Building that is
in excess of the safe carrying or designed load capacity of the structure.

14. The Landlord shall have the right to prohibit any  advertising or display of
any  identifying  sign by the Tenant which in the  Landlord's  judgment tends to
impair the  reputation  of the  Building  or its  desirability;  and, on written
notice from the  Landlord,  the Tenant shall  refrain from or  discontinue  such
advertising or display of such identifying sign.

15. The Landlord  reserves the right to exclude from the Building and the Common
Facilities during hours other than Regular Business Hours all persons who do not
present a pass thereto  signed by both the Landlord and the Tenant.  All persons
entering or leaving the  Building or the Common  Facilities  during  hours other
than  Regular  Business may be required to sign a register.  The  Landlord  will
furnish  passes to persons for whom the Tenant  requests  same in  writing.  The
establishment  and  enforcement  of such a  requirement  shall  not  impose  any
responsibility  on  the  Landlord  for  the  protection  of the  Tenant  against
unauthorized entry of persons.

16. The Tenant, before closing and leaving the Leased Premises at any time shall
see that all lights and  appliances  generating  heat  (other  than the  heating
system) are turned off. All entrance doors to the Leased  Premises shall be left
locked by the Tenant when the Leased  Premises  are not in use. At any time when
the Building or the Common Facilities are locked during hours other than Regular
Business  Hours,  the  Building  and the Common  Facilities  locks  shall not be
defeated by any means, such as by leaving a door ajar.

17. No person shall go upon the roof of the Building  without the prior  written
consent of the Landlord.

18. Any  requirements of the Tenant may be attended to only upon  application at
the office of the  Building.  The  Landlord and its agents shall not perform any
work or do any work or do anything outside of the Landlord's  obligations  under
the  Agreement  except  upon  special  instructions  from the  Landlord on terms
acceptable to the Landlord and the Tenant.

19.  Canvassing,  soliciting  and  peddling  in  the  Building  and  the  Common
Facilities are prohibited and the Tenant shall cooperate to prevent same.

20. There shall not be used in any space, or in the public halls or other Common
Facilities of the Building, in connection with the moving or delivery or receipt
of safes, freight,  furniture,  packages, boxes, crates, paper, office material,
or any other matter or thing,  any hand trucks or dollies  except those equipped
with rubber tires,  side guards and such other  safeguards as the Landlord shall
require. No hand trucks shall be used in passenger  elevators,  and no passenger
elevators   shall  be  used  for  the   moving,   delivery  or  receipt  of  the
aforementioned  articles.  In  connection  with moving in or out any  furniture,
furnishings, equipment, heavy articles and heavy packages, the Tenant shall take
such  precautions as may be necessary to prevent  excessive wear and tear in the
Building's Common Facilities and the Leased Premises including, without limiting
the generality of the foregoing, floor and wall treatments.

21. The Tenant shall not cause or permit any odors of cooking or other processes
or any unusual or objectionable  odors to emanate from the Leased Premises which
might  constitute a Nuisance.  No cooking  shall be done in the Leased  Premises
other than as specifically permitted in the Agreement.

22.  The  Landlord  reserves  the  right not to  enforce  any  Building  Rule or
Regulation  against any tenants of Other Leased Premises.  The Landlord reserves
the right to rescind,  amend or waive any Building Rule and Regulation  when, in
the Landlord's  reasonable  judgment,  it appears necessary or desirable for the
reputation,  safety,  care or appearance of the Building or the  preservation of
good order therein or the


                                      -41-
<PAGE>

operation of the  Building or the comfort of tenants or others in the  Building.
No rescission,  amendment or waiver of any Building Rule and Regulation in favor
of one tenant shall operate as a rescission, amendment or waiver in favor of any
other tenant.

























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<PAGE>

                EXHIBIT E - DEFINITIONS AND INDEX OF DEFINITIONS

In  accordance  with section 1 of the Agreement of which this exhibit is a part,
throughout the Agreement the following terms and phrases shall have the meanings
set forth or referred to below:

1.   "Additional Rent" means all amounts, other than Basic Rent and any Security
     Deposit,  required to be paid by the Tenant to the  Landlord in  accordance
     with this Agreement.

2.   "Agreement" means this Lease and Lease Agreement (including  exhibits),  as
     it may have been amended.

3.   "Annual Amortized Capital Expenditure" means the payment amount determined
     as an annuity in arrears using the cost incurred by the Landlord for any
     Capital Expenditure as the present value, the number of years of its useful
     life (not exceeding 10 years) selected by the Landlord in accordance with
     generally applied real estate accounting practice as the number of periods
     and the Base Rate in effect when the respective improvement is first placed
     into service plus two additional percentage points as the annual rate of
     interest.

4.   "Base Rate" means the prime  commercial  lending rate per year as announced
     from time to time by Bank of America at its principal office.

5.   "Base Year" means the full calendar  year 2005 with respect to  Operational
     Expenses and Taxes.

6.   "Base Year Operational Expenses" means Operational Expenses incurred by the
     Landlord  during  the  Base  Year as  defined  in  subsection  10.2 of this
     Agreement.

7.   "Base Year Taxes"  means the product of the final  assessed  value,  as the
     same may  subsequently  be  adjusted  in any  appeal of the tax  assessor's
     valuation,  of the Property, the Building and any other improvements on the
     Property in the Base Year and the Municipality's lowest tax rate for office
     buildings  and the  property on which they stand in effect  during the Base
     Year.

8.   "Basic Rent" is defined in subsection 3.2 of this Agreement.

9.   "Building"  means the  office  building  erected on the  Property  which is
     commonly known as 1031 Route 22, Bridgewater, New Jersey, as it may, in the
     Landlord's sole discretion, be increased,  decreased,  modified, altered or
     otherwise  changed from time to time before,  during or after the Term.  As
     the Building is presently  constructed it is agreed to contain 21,198 gross
     rentable square feet of floor space.

10.  "Capital Expenditure" is defined in subsection 10.3 of this Agreement.

11.  "Commencement Date" shall be September 1, 2005.

12.  "Common Facilities" means the areas,  facilities and improvements  provided
     by the Landlord in the Building  (except the Leased  Premises and the Other
     Leased Premises) and on or about the Property,  including, without limiting
     the  generality of the foregoing,  the Parking  Facilities and access roads
     thereto,  for non-exclusive use by the Tenant in accordance with subsection
     2.2 of this Agreement,  as they may, in the Landlord's sole discretion,  be
     increased,  decreased,  modified, altered or otherwise changed from time to
     time before,  during or after the Term,  and subject to rights which may be
     granted  to the major  tenant to  utilize  the lobby as a common  reception
     area.

13.  "Common  Walls" means those walls which  separate the Leased  Premises from
     Other Leased Premises.



                                      -43-
<PAGE>

14.  "Election Right" is defined in subsection 21.2 of this Agreement.

15.  "Electric  Charges"  means all the supplying  utility's  charges for, or in
     connection with,  furnishing  electricity  including charges  determined by
     actual usage,  any seasonal  adjustments,  demand charges,  energy charges,
     energy adjustment charges and any other charges, howsoever denominated,  of
     the supplying utility, including sales and excise taxes and the like.

16.  "Environmental Laws" is defined in subsection 7.2.8 (ii) of this Agreement.

17.  "Event of Default" is defined in section 22 of this Agreement.

18.  "Expiring Term" means, when used in the context of any Option to Renew, the
     Term as it is then  scheduled to expire  (immediately  prior to exercise of
     the next available Option to Renew).

19.  The Tenant's "Guests" shall mean the Tenant's  licensees,  invitees and all
     others  in, on or about the  Leased  Premises,  the  Building,  the  Common
     Facilities  or the  Property,  either at the  Tenant's  express  or implied
     request or  invitation  or for the purpose of  soliciting  or visiting  the
     Tenant.

20.  "Hazardous   Substance"  is  defined  in  subsection  7.2.8  (ii)  of  this
     Agreement.

21.  A "History of Recurring  Events of Default"  means the occurrence of two or
     more  Events of Default  (whether or not cured by the Tenant) in any period
     of 12 months.

22.  "Holdover Damages" is defined in subsection 23.4 of this Agreement.

23.  "Index"  means the "all items" index  figure for the New York  Northeastern
     New Jersey  average of the Consumer  Price Index for all urban wage earners
     and clerical workers which uses a base period of 1982-84=100,  published by
     the  United  States  Department  of Labor,  so long as it  continues  to be
     published.  If the Index is not published for a period of three consecutive
     months, or if its base period is changed,  the term "Index" shall mean that
     index,  as  nearly   equivalent  in  purpose,   function  and  coverage  as
     practicable to the original Index, which the Landlord shall have designated
     by notice to the Tenant.

24.  "Initial  Term" means the period so designated  in  subsection  4.1 of this
     Agreement.

25.  "Initial Year" means the first 12 full calendar months of the Initial Term.

26.  "Landlord"  means  the  person  so  designated  at the  beginning  of  this
     Agreement and those  successors to the Landlord's  interest in the Property
     and/or  the  Landlord's   rights  and  obligations   under  this  Agreement
     contemplated by section 26 of this Agreement.

27.  "Leased  Premises"  means that  portion of the interior of the Building (as
     viewed from the  interior of the Leased  Premises)  bounded by the interior
     sides of the unfinished floor and the finished ceiling on the floor (as the
     floors have been  designated by the Landlord) of the Building,  the centers
     of all Common Walls and the  exterior  sides of all walls other than Common
     Walls,  the outline of which floor space is  designated  on the diagram set
     forth in Exhibit A attached  hereto,  which portion  contains  2,320 square
     feet of gross rentable floor space.

28.  "Legal  Holidays"  means New Year's Day,  Presidents'  Day,  Memorial  Day,
     Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

29.  "Market  Rental Rate" means,  at the time of reference,  the gross rentable
     floor space of the Leased


                                      -44-
<PAGE>

     Premises  multiplied  by the greater of: (a) that annual rate of Basic Rent
     per square foot of gross rentable floor space which is then being quoted by
     the Landlord for comparable  Other Leased Premises (or would then be quoted
     if comparable Other Leased Premises were then available) or (b) that annual
     rate of Basic Rent per square foot of gross  rentable floor space in effect
     during the Expiring Term.

30.  "Municipality" means Bridgewater, New Jersey, or any successor municipality
     with jurisdiction over the Property.

31.  "No Pass Through Period" means, in the context of Operational  Expenses and
     Taxes, the period beginning on the Commencement  Date and ending on the day
     prior to the first anniversary of the Commencement Date.

32.  "Nuisance"  means  any  condition  or  occurrence  which   unreasonably  or
     materially  interferes  with the  authorized use and enjoyment of the Other
     Leased  Premises  and the Common  Facilities  by any tenant of Other Leased
     Premises or by any person  authorized  to use any Other Leased  Premises or
     Common Facilities.

33.  "Operational Expenses" is defined in subsection 10.2 of this Agreement.

34.  "Option to Renew" is defined in subsection 6.1 of this Agreement.

35.  "Other Leased  Premises" means all premises  within the Building,  with the
     exception of the Leased Premises,  that are, or are available to be, leased
     to tenants or prospective tenants, respectively.

36.  "Parking Facilities" means the parking area adjacent to the Building, which
     parking area is provided as Common Facilities.

37.  "Person" includes an individual, a corporation,  a partnership, a trust, an
     estate, an unincorporated group of persons and any group of persons.

38.  "Post-Term Rent" is defined in subsection 32.5 of this Agreement.

39.  "Property"  means the parcel of land,  as it may,  in the  Landlord's  sole
     discretion, be increased, decreased, modified, altered or otherwise changed
     from time to time before,  during or after the Term,  on which the Building
     is  erected.  As  the  Property  is  presently  constituted,   it  is  more
     particularly described in Exhibit B attached hereto.

40.  "Regular  Business  Hours"  means 8:00 A.M.  to 6:00 P.M.,  Monday  through
     Friday, except on Legal Holidays.

41.  "Re-Leasing Damages" is defined in subsection 23.3 of this Agreement.

42.  "Renewal  Term" means,  at the time of reference,  any portion of the Term,
     other than the Initial Term, as to which the Tenant has properly  exercised
     an  Option  to Renew  which  Option  to Renew  has not  been  rescinded  in
     accordance with subsection 6.2 of this Agreement.

43.  "Rent" means Basic Rent and Additional Rent.

44.  "Security Deposit" is designated in section 29 of this Agreement.

45.  "Taxes" means, in any calendar year, the aggregate  amount of real property
     taxes,  assessments  and


                                      -45-
<PAGE>

     sewer rents,  rates and charges,  state and local taxes,  transit taxes and
     every other governmental  charge,  whether general or special,  ordinary or
     extraordinary  (except  corporate  franchise taxes and taxes imposed on, or
     computed as a function  of, net income or net profits  from all sources and
     except taxes charged, assessed or levied exclusively on the Leased Premises
     or arising  exclusively from the Tenant's occupancy of the Leased Premises)
     charged,  assessed or levied by any taxing  authority  with  respect to the
     Property, the Building, the Common Facilities and any other improvements on
     the  Property,  less any refunds or rebates  (net of  expenses  incurred in
     obtaining  any such refunds or rebates) of Taxes  actually  received by the
     Landlord  during such  calendar  year with respect to any period during the
     Term for the benefit of the Tenant,  tenants of Other  Leased  Premises and
     the  Landlord.  If during the Term there  shall be a change in the means or
     methods of taxing real property generally in effect at the beginning of the
     Term and another type of tax or method of taxation should be substituted in
     whole or in part for, or in lieu of, Taxes,  the amounts  calculated  under
     such other types of tax or by such other methods of taxation  shall also be
     deemed to be Taxes.  Until such time as the actual  amount of Taxes for any
     calendar year becomes  known,  the amount  thereof shall be the  Landlord's
     estimate of Taxes for that calendar year.

46.  "Tenant" means the person so designated at the beginning of this Agreement.

47.  "Tenant Electric Charges" means (a) during Regular Business Hours, Electric
     Charges  attributable  to the  Tenant's  use of  electricity  in the Leased
     Premises for purposes other than heating,  ventilation and air conditioning
     provided  to  the  Leased  Premises  by the  Landlord  in  accordance  with
     subsection  8.1.5 of this  Agreement  and (b)  during  other  than  Regular
     Business  Hours, a charge at the rate of $50.00 per hour or partial hour of
     use plus Electric  Charges  attributable to the Tenant's use of electricity
     in the Leased  Premises for all purposes  including,  without  limiting the
     generality of the foregoing, heating, ventilation and air conditioning.

48.  "Tenant's Share" of any amount means 11%.

49.  "Term" means the Initial Term plus, at the time of  reference,  any Renewal
     Term.

50.  "Termination Damages" is defined in subsection 23.2 of this Agreement.

51.  "Utilities  Expenses"  means Electric  Charges (other than Tenant  Electric
     Charges)  and all charges for any other fuel that may be used in  providing
     electricity and services powered by electricity that the Landlord  provides
     in accordance with section 8 of this Agreement to the Building,  the Leased
     Premises,  Other Leased Premises,  the Common  Facilities and the Property,
     including sales and excise taxes and the like.

52.  "Wire Restoration Work" is defined in subsection 21.2.2 of this Agreement.

53.  "Wiring" is defined in subsection 21.2.1 of this Agreement.




                                      -46-