LEASE AGREEMENT



BY AND BETWEEN:

                       EAST COAST PROPERTY MANAGEMENT LLC
                                   "LANDLORD"

AND

                  TRANSNET CORPORATION, A DELAWARE CORPORATION
                                    "TENANT"

PREMISES:
                                45 COLUMBIA ROAD
                                LOT 11K, BLOCK 10
                         BRANCHBURG TOWNSHIP, NEW JERSEY



DATED: April 28th, 2004
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       THIS  AGREEMENT,  made this 28th day of April,  2004, by and between East
Coast Property  Management LLC, having an address at 16 Nottingham Way,  Warren,
NJ 07059 (the  "Landlord")  and TransNet  Corporation,  a Delaware  Corporation,
having an address at 45 Columbia Road, Somerville, NJ 08876 (the "Tenant");

       WHEREAS,  the Landlord intends to lease to the Tenant an  industrial-type
building  containing  approximately  21,246  square  feet,  outside  to  outside
dimensions,  located on and together  with the premises  hereinafter  referenced
(hereinafter the "Lease Premises:).

       NOW,  THEREFORE,  KNOW ALL MEN BY  THESE  PRESENTS,  that  for the  rents
reserved, the mutual considerations herein and the parties mutually intending to
be legally bound hereby, the Landlord does demise, lease and let unto the Tenant
and the  Tenant  does rent and take from the  Landlord  the Leased  Premises  as
described in ARTICLE 1, and the Landlord and Tenant do hereby mutually  covenant
and agree as follows:

       1.     LEASED PREMISES

              The Leased Premises shall consist of the industrial-type  building
containing  approximately 21,246 square feet outside dimensions,  located on and
together with the lands known as Lot 11K,  Block 10,  Branchburg  Township,  New
Jersey, together with all improvements to be constructed thereon by the Landlord
for  the  use of  the  Tenant,  together  with  and  subject  to all  easements,
improvements,  tenements, appurtenances,  hereditaments,  fixture and rights and
privileges appurtenant thereto.

       2.     TERM OF LEASE

              The  Landlord  leases  unto the Tenant  and the  Tenant  hires the
Leased  Premises for the term of seven (7) years,  to commence on or about March
1, 2004, and to end on February 28, 2011.

       3.     RENT

              3.1    The Tenant  covenants  and  agrees to pay the  annual  rent
("Base Rent") as follows:

              (a)    During  the  first and  second  years of the seven (7) year
lease term, Base Rent shall be in the amount of ONE HUNDRED SIXTY-FIVE  THOUSAND
SEVEN HUNDRED  EIGHTEEN AND 80/00 DOLLARS  ($165,718.80)  per annum,  payable in
equal  installments  of THIRTEEN  THOUSAND  EIGHT HUNDRED NINE AND 90/00 DOLLARS
($13,809.90) per month (the "Original Base Rent").

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              (b)    During  the third  through  seventh  years of the seven (7)
year lease  term,  Base Rent shall be in the amount of ONE  HUNDRED  EIGHTY-FIVE
THOUSAND SIX HUNDRED FIVE AND 05/00 DOLLARS  ($185,605.05) per annum, payable in
equal  installments  of FIFTEEN  THOUSAND  FOUR  HUNDRED  SIXTY-SEVEN  AND 08/00
DOLLARS ($15,467.08) per month.

              (c)    All  of  the  foregoing  monthly  payments  shall  be  made
promptly in advance on the first day of each and every month  during the term of
the lease without  demand and without  offset or  deduction,  together with such
additional  rent  and  other  charges  required  to be  paid  by  Tenant  as are
hereinafter set forth.

              3.2    Any  installment  of Base Rent  accruing  hereunder and any
other sum payable  hereunder by Tenant to  Landlord,  which is not paid prior to
the FIFTH (5TH) business day of any lease month shall require  payment by Tenant
of a late  charge  of five  ($.05)  cents  for each  dollar  of  rental  payment
required,  which payment shall be made in such event by Tenant with the required
payment of Base Rent,  if late,  and which payment in any event shall be made by
Tenant upon demand if not otherwise theretofore paid.

              3.3    Tenant  covenants  and  agrees  that  in the  event  of any
material  dispute with respect to the within  Lease,  its  obligation to pay the
rent shall continue without abatement  notwithstanding any such dispute, and the
Tenant  agrees  that it shall seek such  remedies as the law may allow by way of
plenary proceedings with respect to such issues in dispute.

              3.4    Receipt  and  acceptance  by  Landlord  of any  Base  Rent,
additional  rent and any other charge with knowledge of Tenant's  default in any
covenant  or  condition  of this  Lease  shall  not be  deemed a waiver  of such
default.

              3.5    Simultaneously  with the execution  hereof,  the Tenant has
delivered  to the  Landlord  the  first  month's  Base Rent  payable  hereunder,
together with the security deposit referred to herein.

       4.     USE

              The  Tenant  covenants  and  agrees to use and  occupy  the Leased
Premises for office and warehouse  purposes only, which use by Tenant,  however,
is and shall be expressly subject to all applicable zoning ordinances, rules and
regulations of any governmental  boards or bureaus having  jurisdiction  hereof.
The Tenant shall  continue in full force and effect the current  certificate  of
occupancy  permitting Tenant's use and occupancy of the Leased Premises.  In the
event  that any future  improvements  or changes  require a new  Certificate  of
Occupancy, the Tenant shall obtain same at its sole cost and expense.

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       5.     CONDITION OF THE LEASED PREMISES

              Anything herein contained to the contrary  notwithstanding,  it is
expressly  understood and agreed that the Tenant shall take the Leased  Premises
and improvements as of the  Commencement  Date of the within Lease in an "as is"
condition,  without  Landlord having any obligation to make any  improvements or
alterations therein.

       6.     COMPLIANCE WITH LAWS, RULES AND REGULATION

              6.1(i) The Tenant  covenants and agrees that upon  acceptance  and
occupancy of the Leased Premises,  it will, during the Lease term, promptly,  at
Tenant's  cost and expense,  execute and comply with all  statutes,  ordinances,
rules,  orders,  regulations  and  requirements  of the Federal,  State and City
Government and of any and all their  departments and bureaus,  applicable to the
Leased Premises, as the same may require correction, prevention and abatement of
nuisances, violations or other grievances, in, upon or connected with the Leased
Premises, arising from the operations of the Tenant therein.

              (ii)   The  Tenant  covenants  and  agrees,  at its own  cost  and
expense,  to comply with such  regulations or requests as may be required by the
fire  or  liability  insurance  carriers  providing  insurance  for  the  Leased
Premises,  and will  further  comply  with such other  requirements  that may be
promulgated by the Board of Fire  Underwriters,  in connection  with the use and
occupancy by the Tenant of the Leased Premises in the conduct of its business.

              (iii)  The Tenant covenants and agrees that it will not commit any
nuisance,  nor permit the emission of any  objectionable  sound,  noise or odors
which would be violative of any  applicable  governmental  rule or regulation or
would per se create a nuisance.  The Tenant further covenants and agrees that it
will handle and dispose of all rubbish, garbage and waste in connection with the
Tenant's  operations  in the  Leased  Premises  in  accordance  with  reasonable
regulations  established  by the Landlord from time to time in order to keep the
premises in an orderly condition and in order to avoid unreasonable  emission of
dirt, fumes, orders or debris which may constitute a nuisance or induce pests or
vermin.

       6.2    In case the  Tenant  shall  fail or  neglect  to  comply  with the
aforesaid statutes,  ordinances,  rules, orders, regulations and requirements of
any of them,  or in case the Tenant shall  neglect or fail to make any necessary
repairs, then the Landlord or the Landlord's agents may after fifteen (15) days'
notice (except for emergency repairs,  which may be made immediately) enter said
premises and make said repairs and comply with any and all of the said statutes,
ordinances,  rules, orders, regulations

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or  requirements,  at the  cost and  expense  of the  Tenant  and in case of the
Tenant's  failure to pay therefore,  the said cost and expense shall be added to
the next month's rent and be due and payable as such, or the Landlord may deduct
the same from the balance of any sum  remaining in the  Landlord's  hands.  This
provision is in addition to the right of the Landlord to terminate this Lease by
reason of any  default on the part of the  Tenant,  subject to the rights of the
Tenant as herein mentioned in the manner as in this Lease otherwise provided.

       6.3    Without  limiting  anything  herein  contained in this ARTICLE 14,
Tenant expressly covenants and agrees to fully comply with the provisions of the
New Jersey Industrial Site Recovery Act (N.J.S.A.  13:1K-6, et seq.) hereinafter
referred to as "ISRA", and all regulations  promulgated  thereto.  Tenant agrees
that it shall fully  cooperate with Landlord in connection  with any information
or  documentation  which  may be  requested  by the  New  Jersey  Department  of
Environmental  Protection.  In the  event  that a  cleanup  of the  Property  is
required in connection  with the conduct by Tenant of its business in the Leased
Premises, Tenant expressly covenants and agrees that it shall be responsible for
that  portion of said  cleanup  which is  attributable  to the  Tenant's use and
occupancy  thereof.  Tenant  hereby  represents  and warrants  that its Standard
Industrial  Classification No. is 5734, 7377 and 7378, and that Tenant shall not
generate,  manufacture,  refine,  transport,  treat, store, handle or dispose of
"hazardous  substances"  as the same are denied  under ISRA and the  regulations
promulgated pursuant thereto. Tenant hereby agrees that it shall promptly inform
Landlord  of any change in its SIC number or the  nature of the  business  to be
conducted  in the  Leased  Premises.  The within  covenants  shall  survive  the
expiration of earlier termination of the Lease term.

       7.     UTILITIES

              The Tenant  shall,  at its own cost and  expense,  pay all utility
meter, deposit and service charges,  including gas, sewer,  electric,  water and
standby sprinkler charges,  if any, together with janitorial service and garbage
removal.

       8.     TAXES

              8.1    The Tenant, in addition to the rent reserved, shall, during
the term of the Lease, promptly pay (before any fine, penalty,  interest or cost
shall  be  added  thereto),  at its cost  and  expenses  when the same  shall be
lawfully due and payable,  all real estate and personal  property taxes assessed
against the Leased Premises for land, building and improvements,  including such
added assessment or omitted  assessment,  which may be levied against the Leased
Premises  for the year 2004,  et seq.,  by the  applicable  governmental  taxing
authority,  said obligation to be prorated as of the Commencement Date and as of
the date of expiration hereunder as applicable. In addition to the obligation to
pay real estate taxes as herein set forth, the Tenant shall,  during the term of
this Lease,  pay at its costs

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and expense any levy for the  installation of local  improvements  affecting the
Leased Premises as may be assessed by any governmental  boards or bureaus having
jurisdiction  thereof.  Any  assessment  or  impositions  for  capital or public
improvements,  which may be  payable  by law at the  option of the  taxpayer  in
installments,  may be so paid by the Tenant in  installments,  together with any
required interest. The real estate tax obligation of the Tenant herein set forth
shall  include,  if  levied  any tax or  imposition  which  may be levied by any
governmental  authority,  agency  or  subdivision  thereof  having  jurisdiction
applicable to parking lot usage. The Tenant agrees that it shall,  within thirty
(30) days after  written  demand by  Landlord,  furnish  in writing to  Landlord
evidence  of  payment of the then  current  and  applicable  real  estate  taxes
required to be paid by Tenant.

              8.2    In the event the Tenant wishes to contest any assessment or
levy of taxes on the premises herein demised,  the Landlord covenants and agrees
that it will lend its name and execute all necessary papers to aid the Tenant in
contesting  or  litigating  said  assessment,   provided,   however,  that  said
litigation  or  contest  shall be at the cost and  expense  of the  Tenant.  Any
resultant reduction or rebate of taxes, paid or to be paid by the Tenant,  shall
belong to Tenant.

              8.3    If at any time  during the term of this Lease the method or
scope of  taxation  prevailing  at the  commencement  of the Lease term shall be
altered,  modified  or  enlarged  to as to cause the  method of  taxation  to be
changed, in whole or in parts, so that in substitution for the real estate taxes
now  assessed  there  may be,  in  whole  or in part,  a  capital  levy or other
imposition based on the value of the premises,  or the rents received therefrom,
or some  other  form of  assessment  based  in  whole  or in part on some  other
valuation of the Landlord's real property  comprising the Leased Premises,  then
and in such  event,  such  substituted  tax or  imposition  shall be payable and
discharged by the Tenant in the manner required pursuant to such law promulgated
which shall  authorize such change in the scope of taxation,  and as required by
the terms and conditions of the within Lease.

              8.4    Nothing in this Lease contained shall require the Tenant to
pay any franchise, estate, inheritance, succession, capital levy or transfer tax
of the Landlord,  or Federal  Income Tax, State Income Tax, or excess profits or
revenue tax, unless such taxes are in substitution  for real property taxes as a
result of such change in the manner and scope of taxation. Any substitute tax as
herein  referred  to shall be computed  as if the lease  property  were the sole
property owned by the Landlord.

       9.     INSURANCE

              9.1    The Tenant will,  at its sole cost and expense,  obtain for
the benefit of the Landlord,  wherein the Landlord  shall be the named  insured,
fire and

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casualty insurance with full extended coverage, including flood insurance if the
Lease  Premises are located in a flood hazard zone as  designated  by HUD, in an
amount and value equivalent to the full  replacement  value of all the insurable
improvements located on the lands forming a part of the Lease Premises,  without
any  deductible  clause  exceeding  $1,000.00,  which policy of insurance  shall
include broad form boiler and machinery coverage  (inclusive of air-conditioning
system,  if any),  together with insurance  coverage against sprinkler damage to
the building and its  improvements.  For the purpose of this Lease,  the initial
replacement value shall be established at ONE MILLION EIGHT HUNDRED THOUSAND AND
00/00 DOLLARS  ($1,800,000.00).  The Landlord  shall have the right from time to
time to determine the full  replacement  value as may be required to comply with
full  replacement  insurance  requirements.  The insurance to be obtained  shall
include  casualty  rent  insurance  payable to and  insuring the interest of the
Landlord as to the value of the rental obligation hereunder to the extent of one
(1) year's gross rental value,  (inclusive  of real estate taxes and  applicable
insurance premiums).

              9.2    The Tenant  covenants  and agrees that it will, at its sole
cost and expense,  carry liability insurance covering the Leased premises and in
the minimum  amount of THREE  MILLION AND 00/00  DOLLARS  ($3,000,000.00).  Said
policy shall be a single limit policy.  The Tenant further  covenants and agrees
that it will add as a party  insured by such policy the interest of the Landlord
and will furnish  Landlord with a certificate of said liability  insurance prior
to the  commencement  of the term of this  Lease.  The Tenant  agrees  that such
insurance  coverage  will be maintained in full force and effect during the term
of the Lease.

              9.3    It is expressly  understood and agreed that all policies of
insurance shall contain a clause that the same shall not be cancelled  except on
ten (10) days' written notice to any and all parties in interest.

              9.4    The parties  hereto  mutually  covenant and agree that each
party,  in  connection  with  insurance  policies  required to be  furnished  in
accordance  with the terms and conditions of this Lease,  or in connection  with
insurance  policies  which they  obtain  insuring  such  insurable  interest  as
Landlord  or Tenant may have in its own  properties,  whether  personal or real,
shall  expressly  waive  any  right or  subrogation  on the part of the  insurer
against the Landlord or Tenant as the same may be applicable, which right to the
extent  not  prohibited  or  violative  of any such  policy is hereby  expressly
waived,  and  Landlord  and Tenant  each  mutually  waive all right of  recovery
against each other,  their agents or employees for any loss, damage or injury of
any nature whatsoever to property or person for which either party has insurance
coverage.

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       10.    SIGNS

              The Tenant  shall have the right and  privilege of erecting on and
at the Leased Premises only such signs as are required by Tenant for the purpose
of  identifying  the Tenant,  which  signs must be  approved by the  Landlord in
writing,  which approval shall not be unreasonably withheld or delayed. The said
signs shall comply with the applicable  rules and  regulations of the applicable
governmental  boards and bureaus having  jurisdiction  thereof.  The erection of
such  signs  shall not  cause  any  structural  damage  to the  building.  It is
expressly understood and agreed that the Tenant shall not erect roof signs.

       11.    FIXTURES

              11.1   The Tenant is given the right and  privilege of  installing
and removing  property,  equipment and fixtures in the Lease Premises during the
term of the Lease.  However,  if the Tenant is in default  and moves out,  or is
dispossessed,  and fails to remove any property, equipment and fixtures or other
property within (30) days after such default, dispossess or removal, then and in
that event, the said property, 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 and storage to the Tenant.

              11.2   Anything to the contrary contained herein  notwithstanding,
it is expressly  understood and agreed that the Tenant may install,  connect and
operate  equipment as may be deemed  necessary  by the Tenant for its  business,
subject to compliance  with  applicable  rules and  regulations of  governmental
boards  and  bureaus  having  jurisdiction  thereof.  Subject  to the  terms and
conditions of this Lease, the machinery, fixtures and equipment belonging to the
Tenant shall at all times be considered and intended to be personal  property of
the Tenant,  and not part of the  realty,  and subject to removal by the Tenant,
provided at the time of such removal, that the Tenant is not in default pursuant
to the terms and conditions of this Lease, and that the Tenant,  at its own cost
and expense, pays for any damage to the Leased Premises caused by such removal.

       12.    SECURITY

              Upon  execution of this Lease,  the Tenant shall  deposit with the
Landlord the sum of TWENTY-SEVEN THOUSAND SIX HUNDRED NINETEEN AND 80/00 DOLLARS
($27,619.80)  AS SECURITY  FOR THE FULL AND FAITHFUL  PERFORMANCE  OF THIS Lease
upon the part of the Tenant to be performed. Upon termination of this Lease, and
providing  the Tenant is not in default  hereunder  and has performed all of the
conditions of this Lease, the Landlord shall return the said sum of TWENTY-SEVEN
THOUSAND SIX HUNDRED  NINETEEN  AND 80/00  DOLLARS  ($27,619.80)  to the Tenant.
Anything  herein  contained  to the  contrary  notwithstanding,  it is expressly


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understood  and agreed that the said security  deposit shall not bear  interest.
Tenant  covenants  and  agrees  that it will not  assign,  pledge,  hypothecate,
mortgage or otherwise  encumber the  aforementioned  security during the term of
this Lease.  It is expressly  understood and agreed that the Landlord shall have
the right to  co-mingle  the  security  funds  with its  general  funds and said
security shall not be required to be segregated.

       13.    FIRE AND CASUALTY

              13.1   In the case of any damage to or  destruction  of any of the
buildings  or  structures  on the  Leased  Premises  by fire or  other  casualty
occurring  during the term of this Lease which is not  covered by the  insurance
required to be carried by ARTICLE  9.1, or which  cannot be repaired  within one
hundred  eighty (180) days from the  happening of such  casualty,  then, in such
event,  the term  hereby  created  shall,  at the option of either  party,  upon
written notice to the other by certified mail, return receipt requested,  within
thirty (30) days of such fire or  casualty,  cease and become null and void from
the date of such destruction or damage. However, if neither party shall elect to
cancel this Lease within the thirty (30) day period  hereinabove  provided,  the
Landlord shall thereupon  repair and restore the Leased Premises with reasonable
speed and dispatch, and the rent shall not be accrued after said damage or while
the repairs and restorations  are being made, but shall  recommence  immediately
after said premises are restored. Landlord, in any event, shall advise Tenant in
writing as to whether or not the Leased  Premises can be restored within the one
hundred eighty (180) day period from the date of such casualty. Anything in this
ARTICLE 13 to the  contrary  notwithstanding,  it is  expressly  understood  and
agreed that the Landlord shall be obligated to restore the Leased  Premises only
to the extent of such cost as will be  equivalent  to the  proceeds  received by
Landlord  pursuant to the fire insurance  coverage to be provided to Landlord as
in ARTICLE 9 provided.  If the insurance  proceeds are not sufficient to restore
the premises to substantially the same condition which they were in prior to the
casualty, then the Landlord shall have a period of thirty (30) days within which
to determine  whether to terminate the term hereby  created  unless the Landlord
and Tenant shall mutually  agree to the funding of any such excess  construction
costs. In the event of cancellation in accordance with this Article,  the Tenant
shall  immediately  surrender the Leased  Premises and the Tenant's  interest in
said Lease to the  Landlord,  and the Tenant  shall only pay rent to the time of
such  destruction  or damage,  in which  event,  the  Landlord  may re-enter and
repossess the Leased  Premises thus  discharged  from this Lease and may removal
all parties therefrom.

              13.2   Nothing herein contained with respect to the Tenant's right
to abate rent under proper  conditions shall be construed to limit or affect the
Landlord's  right to  payment  under any claim for  damages  covered by the rent
insurance  policy  pursuant to the  contract  therefore  required to be provided
pursuant to ARTICLE 9 of this Lease.

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              13.3   For the  purposes of this ARTICLE 13, in  determining  what
constitutes  reasonable  speed and  dispatch,  consideration  shall be given for
delays which would be excuses for  non-performance  as in ARTICLE 24 hereinafter
provided (Force Majeure).

              13.4   In the event of such fire or  casualty  as above  provided,
wherein the Landlord shall rebuild,  the Tenant agrees, as its cost and expense,
to forthwith remove any and all of its equipment,  fixtures,  stock and personal
property as the same may be required to permit  Landlord to expedite  rebuilding
and/or  repair.  In any  event,  the  Tenant  shall  assume at its sole risk the
responsibility  for  damage  or  security  with  respect  to such  fixtures  and
equipment in the event the building  area where the same may be located has been
damaged, until the building shall be restored and made secure.

              13.5   Anything   in   this    ARTICLE   13   to   the    contrary
notwithstanding,   it  is  expressly   understood   and  agreed  that   wherever
reconstruction  shall be  undertaken,  in the event of damage or  casualty as in
this ARTICLE 13 provided,  the Landlord shall prosecute such reconstruction with
reasonable speed and dispatch.  In the event,  however,  such  reconstruction or
repair shall not be completed within six (6) months from the date of such damage
or  casualty,  then,  in that  event,  the  Tenant  shall have the option at the
expiration  of the six (6)  month  period  to  terminate  the Lease by notice in
writing by Tenant to Landlord by certified mail,  return receipt  requested.  In
the event of such  termination,  neither party shall thereafter have any further
liability,  one to the other, in accordance with the terms and conditions of the
Lease. The Landlord during such period of  reconstruction  shall give the Tenant
reasonable  notice at least thirty (30) days in advance of the date on which the
building shall be ready for re-occupancy.

       14.    REPAIR AND MAINTENANCE

              14.1   During  the term of the  Lease,  and during the term of any
renewals or extensions thereof,  the Tenant shall, at its sole cost and expense,
take good care of the Leased Premises, make any and all necessary repairs to the
Leased Premises and shall, at the end of the expiration of the term,  deliver up
the Leased Premises in good order and condition.

              14.2   The Tenant,  at its cost and expense,  shall (i)  maintain,
repair and replace the lawns,  shrubbery,  driveways and parking  arrears;  (ii)
keep the parking area and driveways,  sidewalks and steps of the Leased Premises
free and  clear of ice and snow;  and  (iii)  keep the  exterior  of the  Leased
Premises free and clear of paper,  and other debris so as to keep same in a good
and orderly manner.

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       15.    INSPECTION BY LANDLORD

              The  Tenant  agrees  that the said  Landlord's  agents,  and other
representatives,  shall have the right,  during normal  business hours, to enter
into and upon the Leased Premises,  or any part thereof, at all reasonable hours
for the purpose of examining the same, or for exhibiting the same to prospective
tenants and purchasers in the presence of a representative  of Tenant (except in
the event of emergency) or making such repairs or alterations  therein as may be
necessary  for  the  safety  and   preservation   thereof,   without  unduly  or
unreasonably  disturbing  the  operations of the Tenant  (except in the event of
emergency).

       16.    DEFAULT BY TENANT

              16.1   Each of the  following  shall be deemed a default by Tenant
and breach of this Lease:

       (1)    (i)    Filing of a petition  by the Tenant for  adjudication  as a
                     bankrupt,  or for  reorganization,  or  for an  arrangement
                     under any Federal or State Statute;

              (ii)   Dissolution or liquidation of the Tenant;

              (iii)  Appointment of a permanent  receiver or a permanent trustee
of all or substantially all the property of the Tenant;

              (iv)   Taking  possession  of  the  property  of the  Tenant  by a
governmental  officer or agency pursuant to statutory authority for dissolution,
rehabilitation, reorganization or liquidation of the Tenant;

              (v)    Making by the Tenant of an  assignment  for the  benefit of
creditors;

              (vi)   Abandonment,  desertion or vacation of the Leased  Premises
by the Tenant.

              If any  event  mentioned  in  this  subsection  (1)  shall  occur,
Landlord may thereupon or at any time  thereafter  elect to cancel this Lease by
ten (10) days notice to the Tenant, and this Lease shall terminate on the day in
such  notice  specified  with the same force and effect as if that date were the
date herein fixed for the expiration of the term of the Lease.

       (2)    (i)    Default in the payment of the Base Rent or additional  rent
herein  reserved  or any part  thereof  for a period of seven (7) days after the
same is due and payable as in this Lease required;

                                       11
<PAGE>


              (ii)   A  default  in the  performance  of any other  covenant  or
condition of this Lease on the part of the Tenant to be  performed  for a period
of thirty (30) days after  notice.  For  purposes of this  subdivision  (2) (ii)
hereof,  no default on the part of Tenant in  performance of work required to be
performed  or acts to be done or  conditions  to be modified  shall be deemed to
exist if steps shall have been  commenced by Tenant  diligently  after notice to
rectify  the  same  and  shall  be  prosecuted  to  completion  with  reasonable
diligence, subject, however, to unavoidable delays.

              16.2   In case of any such default  under  ARTICLE 16.1 (2) and at
any time  thereafter  following the expiration of the  respective  grace periods
above  mentioned,  or in the  event  that  Tenant  is  consistently  late in the
punctual  payment of Base Rent and/or  additional rent required to be paid under
this Lease as shall be evidenced by late payments made during any period of four
(4)  consecutive  months  during any twelve (12) month period  measured from the
date of the first  late  payment,  Landlord  may serve a notice  upon the Tenant
electing to terminate  this Lease upon a specified  date not less than seven (7)
days after the date of serving  such  notice and this Lease shall then expire on
the  date  so  specified  as if that  date  has  been  originally  fixed  as the
expiration  date of the term herein  granted;  however,  a default under ARTICLE
16.1 (2) hereof  shall be deemed  waived if such default is made good before the
date specified for termination in the notice of termination served on Tenant.

              16.3   In case this  Lease  shall be  terminated  as  hereinbefore
provided,  or by summary  proceedings or otherwise,  Landlord or its agents may,
immediately or any time thereafter, re-enter and resume possession of the Leased
Premises or such part  thereof,  and remove all persons and property  therefrom,
either by summary  proceedings  or by a  suitable  action or  proceeding  at law
without  being  liable  for any  damages,  provided  any entry  pursuant  to the
foregoing  shall be in  accordance  with law. No  re-entry by Landlord  shall be
deemed an acceptance of a surrender of this Lease.

              16.4

       (1)    In case  this  Lease is  terminated  by  summary  proceedings,  or
otherwise,  as provided in this  ARTICLE 16, and whether or not the  premises is
relet, Landlord shall be entitled to recover from the Tenant, the following:

              (i)    A sum equal to all expenses,  if any, including  reasonable
counsel  fees,  incurred  by  Landlord in  recovering  possession  of the Leased
Premises,  and all  reasonable  costs and charges for the care of said  premises
while  vacant,  which  damages shall be due and payable by Tenant to Landlord at
such time or time as such expenses shall have been incurred by Landlord;

                                       12
<PAGE>


              (ii)   A sum equal to all damages set forth in this ARTICLE 16 and
in ARTICLE 17 hereinafter referred to.

       (2)    Without any  previous  notice or demand,  separate  actions may be
maintained by Landlord  against Tenant from time to time to recover any damages,
which, at the commencement of any such action,  have then or theretofore  become
due and payable to the  Landlord  under this ARTICLE 16 and  subsections  hereof
without waiting until the end of the then current term.

       (3)    All sums which  tenant  has  agreed to pay by way of taxes,  sewer
charges,  water  rents or water  meter  charges,  insurance  premiums  and other
similar  items  becoming  due from time to time  under the terms of this  Lease,
shall be deemed  additional  rent  reserved in this Lease  within the meaning of
this ARTICLE 16 and subsections hereof.

       17.    LIABILITY OF TENANT FOR DEFICIENCY

              In the event  that the  relation  of the  Landlord  and Tenant may
cease or  terminate  by reason of the default by the Tenant and the  re-entry of
the Landlord as permitted by the terms and conditions contained in this Lease or
by the  ejectment  of the  Tenant  by  summary  proceedings  or  other  judicial
proceedings,  or after the abandonment of the Leased Premises by the Tenant,  it
is hereby agreed that the Tenant shall remain liable to pay in monthly  payments
the rent which shall accrue subsequent to the re-entry by the Landlord,  and the
Tenant expressly agrees to pay as damages for the breach of the covenants herein
contained the  difference  between the rent reserved and the rent  collected and
received,  if any, by the Landlord,  during the remainder of the unexpired term,
as the  amount  of such  difference  or  deficiency  shall  from time to time be
ascertained. Anything herein contained to the contrary notwithstanding, the rent
referred  to shall  include  the stated  reserved  Base Rent  together  with all
additional  rent and charges  required to be paid by the Tenant  under the Lease
including  but not  limited  to taxes  and  insurance  costs,  and the  costs of
re-renting.

       18.    NOTICES

              All notices  required  or  permitted  to be given to the  Landlord
shall be given by  certified  mail,  return  receipt  requested,  at the address
hereinbefore set forth on the first page of this Lease,  and/or such other place
as the Landlord may designate in writing.

              All notices  required or permitted to be given to the Tenant shall
be  given  by  certified  mail,  return  receipt   requested,   at  the  address
hereinbefore set forth on the first page of this Lease,  and/or such other place
as the Tenant shall designate in writing.

                                       13
<PAGE>


       19.    NON-WAIVER BY LANDLORD

              The failure of the Landlord to insist upon strict  performance  of
any of the  covenants or  conditions  of this Lease or to exercise any option of
the  Landlord  herein  conferred  in any one or  more  instances,  shall  not be
construed  as a waiver by the  Landlord of any of its rights or remedies in this
Lease, and shall not be construed as a waiver,  relinquishment or failure of any
such covenants, conditions, or options, but the same shall be and remain in full
force and effect.

       20.    RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS

              The Tenant may make alterations,  additions or improvements to the
Leased  Premises  only with the prior  written  consent of the  Landlord,  which
consent shall not be unreasonably withheld, provided such alterations, additions
or improvements do not require structural changes in the Leased Premises,  or do
not lessen the value of the Leased Premises. Any consent which Landlord may give
shall be  conditioned  upon Tenant  furnishing to Landlord,  detailed  plans and
specifications  with respect to any such changes,  to be approved by Landlord in
writing. As a condition of such consent,  Landlord reserves the right to require
Tenant to remove,  at Tenant's sole cost and expense,  any such  alterations  or
additions  prior to the  expiration  of the Lease  term.  If  Landlord  does not
require such removal,  any such  alterations or additions  shall be deemed to be
part of the realty upon installation, provided that Tenant, at its option, shall
have the right to remove the same,  provided it shall be  responsible  to repair
any damage to the premises occasioned by such removal,  provided such removal is
made prior to the expiration of the Lease term. All such alterations,  additions
or improvements  shall be only in conformity with  applicable  governmental  and
insurance  company  requirements  and  regulations   applicable  to  the  Leased
Premises.  Tenant shall hold and save Landlord  harmless and indemnify  Landlord
against any claim for damage or injury in  connection  with any of the foregoing
work which Tenant may make as herein provided.

       21.    NON-LIABILITY OF LANDLORD

              21.1   It is  expressly  understood  and agreed by and between the
parties to this agreement that the Tenant shall assume all risk of damage to its
property,  equipment  and fixtures  occurring  in or about the Leased  Premises,
whatever the cause of such damage or casualty.

              21.2   It is  expressly  understood  and agreed that in any event,
the Landlord  shall not be liable for any damage or injury to property or person
caused

                                       14
<PAGE>


by or resulting from steam,  electricity,  gas, water, rain, ice or snow, or any
leak or flow from or into any part of the Leased Premises, or from any damage or
injury resulting or arising from any other cause or happening whatsoever.

       22.    RESERVATION OF EASEMENT

              The Landlord  reserves the right,  easement and privilege to enter
on the Leased  Premises in order to install,  at its own cost and  expense,  any
storm drains and sewers and/or  utility lines in connection  therewith as may be
required by the Landlord.  It is understood  and agreed that if such work as may
be required by Landlord requires any installation which may displace any paving,
lawn, seeded area or shrubs,  the Landlord,  shall, at its own cost and expense,
restore said paving,  lawn, seeded area or shrubs.  The Landlord  covenants that
the foregoing work shall not unreasonably interfere with the normal operation of
Tenant's business, and the Landlord shall indemnify and save the Tenant harmless
in connection with such installations.

       23.    AIR, WATER AND GROUND POLLUTION

              The Tenant  expressly  covenants and agrees to indemnify,  defend,
and save the Landlord  harmless  against any claim,  damage,  liability,  costs,
penalties,  or fines which the Landlord may suffer as a result of air,  water or
ground  pollution  caused by the Tenant in its use of the Leased  Premises.  The
Tenant  covenants and agrees to notify the Landlord  immediately of any claim or
notice  served upon it with respect to any such claim that the Tenant is causing
water,  air or  ground  pollution;  and the  Tenant,  in any  event,  will  take
immediate  steps to halt,  remedy or cure any pollution of air,  water or ground
caused by the Tenant by its use of the Leased  Premises.  The within covenant on
the part of the Tenant shall survive the  expiration or earlier  termination  of
this Lease.

       24.    FORCE MAJEURE

              Except  for the  obligation  of the  Tenant  to pay rent and other
charges as in this Lease provided,  the period of time during which the Landlord
or Tenant is prevented from  performing  any act required to be performed  under
this Lease by reason of fire, catastrophe,  strikes,  lockouts, civil commotion,
acts  of  God or the  public  enemy,  government  prohibitions  or  preemptions,
embargoes,  inability  to obtain  material  or labor by  reason of  governmental
regulations  or  prohibitions,  the act or default of the other party,  or other
events beyond the reasonable  control of Landlord or Tenant, as the case may be,
shall be added to the time for performance of such act.

                                       15
<PAGE>


       25.    CONDEMNATION

              25.1   If  due  to  condemnation  or  taking  or  seizure  by  any
authority having the right of eminent domain (i) more than twenty-five (25%) per
cent of the building on the Leased  Premises is taken, or (ii) in the event that
more than  twenty-five  (25%)  percent  of the  ground is taken  (including  the
parking areas, but exclusive of front,  side and rear set back areas),  or (iii)
if access to the Leased  Premises be denied,  which taking in the manner  herein
referred to and in excess of the foregoing percentage amounts shall unreasonably
or unduly interfere with the use of the building,  ground area, parking area, or
deny  access to these  premises,  then and in  either  of such  events as herein
provided, the Lease term created shall, at the option of the Tenant,  terminate,
cease and become null and void from the date when the authority  exercising  the
power of eminent domain takes or interferes  with the use of the building on the
Leased Premises,  its use of the ground area, parking area, or area of access to
the Leased  Premises.  The Tenant shall only be  responsible  for the payment of
rent  until  the time of  surrender.  In any  event,  no part of the  Landlord's
condemnation  award  shall  belong  to or be  claimed  by  the  Tenant.  Without
diminishing  Landlord's  award,  the Tenant shall have the right to make a claim
against the condemning  authority for such  independent  claim which it may have
and as may be allowed by law,  for costs and damages due to  relocating,  moving
and  other  similar  costs and  charges  directly  incurred  by the  Tenant  and
resulting from such condemnation.

              25.2   In the event of any partial taking which would not be cause
for  termination  of the within  Lease or in the event of any partial  taking in
excess of the  percentages  provided  in ARTICLE  25.1,  and in which  event the
Tenant shall elect to retain the balance of the Leased premises  remaining after
such  taking,  then and in  either  event,  the rent  shall  abate in an  amount
mutually to be agreed  upon  between the  Landlord  and Tenant  based on all the
relationship  that the  character  of the  property  taken bears to the property
which  shall  remain  after  such  condemnation.  In any  event,  no part of the
Landlord's  condemnation  award  shall  belong to or be claimed  by the  Tenant.
However,  the Landlord shall,  to the extent  permitted by applicable law and as
the  same  may  be  practicable  on the  site  of the  Leased  premises,  at the
Landlord's sole cost and expense,  promptly make such repairs and alterations in
order  to  restore  the  building  and/or  improvements  to  the  extent  of the
condemnation award.

       26.    QUIET ENJOYMENT

              The  Landlord  further  covenants  that the Tenant,  on paying the
rental and  performing  the  covenants and  conditions  contained in this Lease,
shall and may peaceably and quietly have, hold and enjoy the Leased Premises for
the term aforesaid.

                                       16
<PAGE>


       27.    SURRENDER OF PREMISES

              On the last day,  or earlier  permitted  termination  of the Lease
term, Tenant shall quit and surrender the premises in good and orderly condition
and  repair  (reasonable  wear and tear,  and  damage by fire or other  casualty
excepted) and shall  deliver and  surrender the Leased  Premises to the Landlord
peaceably,  together with all alterations,  additions and improvements in, to or
on the  premises  made by Tenant as  permitted  under the  Lease.  The  Landlord
reserves  the right,  however,  to require the Tenant at its cost and expense to
remove any alterations or improvements installed by the Tenant and not permitted
or  consented  to by the Landlord  pursuant to the terms and  conditions  of the
Lease,  which  covenant  shall  survive the  surrender  and the  delivery of the
premises as provided  hereunder.  Prior to the  expiration of the Lease term the
Tenant shall remove all of its property,  fixtures, equipment and trade fixtures
from the premises.  All property not removed by Tenant shall be deemed abandoned
by Tenant, and Landlord reserves the right to charge the reasonable cost of such
removal to the Tenant, which obligations shall survive the Lease termination and
surrender herein  provided.  If the premises shall not be surrendered at the end
of the Lease term,  Tenant shall be  responsible  to pay Landlord,  monthly,  an
amount equal to twice the monthly  installment  of annual rent payable by Tenant
prior to the  expiration or earlier  termination of this Lease for each month or
part thereof that Tenant holds over in the Leased premises.

       28.    INDEMNITY

              Anything  in  this  Lease  to the  contrary  notwithstanding,  and
without  limiting  the  Tenant's  obligation  to provide  insurance  pursuant to
ARTICLE 9 hereunder,  the Tenant  covenants  and agrees that it will  indemnify,
defend  and save  harmless  the  Landlord  against  and  from  all  liabilities,
obligations,  damages, penalties, claims, costs, charges and expenses, including
without  limitation,  reasonable  attorney's  fees, which may be imposed upon or
incurred by Landlord by reason arising from Tenant's use of the premised, except
for any  such  claims,  actions,  demands,  judgment,  damages,  liabilities  or
expenses arising from the intentional acts or omissions of Landlord, its agents,
employees or contractors.

       29.    LEASE CONSTRUCTION

              This Lease shall be construed pursuant to the laws of the State of
New Jersey.

       30.    BIND AND INURE CLAUSE

              The terms,  covenants and  conditions of the within Lease shall be
binding  upon and inure to the  benefit  of each of the  parties  hereto,  their
respective executors, administrators, heirs, successors and assigns, as the case
may be.

                                       17
<PAGE>


       31.    NET RENT

              It is the purpose and intent of the  Landlord  and Tenant that the
rent shall be absolutely net to Landlord,  so that this Lease shall yield,  net,
to  Landlord,  the rent  specified  in ARTICLE 3 hereof in each month during the
term of the Lease,  and that all costs,  expenses and  obligations of every kind
and nature whatsoever relating to the Leased Premises, which may arise or become
due during or out of the term of this Lease, shall be paid by the Tenant, except
for such obligations and charges as have otherwise expressly been assumed by the
Landlord  in  accordance  with the terms and  conditions  of the Lease.  Nothing
herein shall require the Tenant to undertake  obligations in connection with the
sale or mortgaging of the Leased Premises,  unless otherwise  expressly provided
in accordance with the terms and conditions of this Lease.

       32.    COVENANTS OF FURTHER ASSURANCES

              If, in connection with obtaining financing for the improvements on
the Leased Premises, the Mortgage Lender shall request reasonable  modifications
in this Lease as a condition  to such  financing,  Tenant will not  unreasonably
withhold, delay or refuse its consent thereto,  provided that such modifications
do not in  Tenant's  reasonable  judgment  increase  the  obligations  of Tenant
hereunder or materially adversely affect the leasehold.

       33.    LANDLORD'S REMEDIES

              The rights and  remedies  given to the  Landlord in this Lease are
distinct,  separate and cumulative remedies,  and no one of them, whether or not
exercised  by the  Landlord,  shall be deemed to be in  exclusion  of any of the
others.

       34.    SUBORDINATION OF LEASE

              This Lease  shall be subject and  subordinate  at all times to the
lien of any bona fide mortgages now or hereafter placed on the land and building
and Leased  Premises  without the necessity of any further  instrument or act on
the part of Tenant to effectuate such  subordination,  but Tenant  covenants and
agrees to execute and deliver upon demand such further instrument or instruments
evidencing such  subordination  of the Lease to the lien of any such mortgage or
ground rent or other encumbrances as shall be desired by a mortgagee or proposed
mortgagee or by any person.

                                       18
<PAGE>


       35.    ASSIGNMENT AND SUBLETTING

              35.1   The Tenant shall not transfer,  assign, sublet or otherwise
alienate its interest in and to the premises without first obtaining the written
consent of the Landlord,  which consent shall not be unreasonably  withheld. Any
assignment, subletting or license of the Lease or of Tenant's Leasehold interest
in the premises  without the prior written consent of Landlord shall be null and
void.

              35.2   Notwithstanding,  Landlord  reserves the right to refuse to
give its consent to any assignment,  subletting or transfer of Tenant's interest
in the Premises  unless Tenant  remains fully liable for the  performance of the
Tenant's covenants and obligations under this Lease.

       36.    SURVIVAL OF OBLIGATION

              It is expressly  understood and agreed that in the event there are
any  obligations  of Tenant with respect to payment or  performance  as required
under the terms and  conditions of this Lease that shall have not been performed
prior to the  expiration  or  termination  of the Lease in  accordance  with its
terms,  such  obligation,  including the obligation to make rent adjustments and
other lease  adjustments,  shall survive the  expiration or  termination  of the
Lease term and surrender of the Leased Premises by the Tenant to the Landlord.

       37.    OPTION TO RENEW

              37.1   Provided the Tenant is not in default pursuant to the terms
and conditions of this Lease, the Tenant is hereby given the right and privilege
to renew the within Lease,  for one seven (7) year renewal period to commence at
the end of the initial term of this Lease,  which renewal shall be upon the same
terms and conditions as in this Lease contained, except as follows:

              (a)    During the seven (7) year renewal period,  Tenant shall pay
Base Rent in accordance with ARTICLE 3 hereof as follows:

                     (i)    During the first  through  seventh year of the seven
(7) year renewal term, Base Rent shall be in the amount of TWO HUNDRED  THIRTEEN
THOUSAND  FOUR HUNDRED  FORTY-FIVE  AND 80/00 DOLLARS  ($213,445.80)  per annum,
payable in equal installments of SEVENTEEN  THOUSAND SEVEN HUNDRED  EIGHTY-SEVEN
AND 15/00 DOLLARS ($17,787.15) per month, and;

              37.2   The right,  option,  and  privilege  of the Tenant to renew
this  Lease  as  herein  set  forth is  expressly  conditioned  upon the  Tenant
delivering  to the  Landlord,  in writing,  by certified  mail,  return  receipt
requested,  nine (9) months prior notice of its intention to renew, which notice
shall be given to the Landlord by the Tenant no later than nine (9) months prior
to the date fixed for termination of the original term of this Lease.

                                       19
<PAGE>


       IN WITNESS  WHEREOF,  the parties have hereunto set their hands and seals
or caused  these  presents  to be signed by its proper  corporate  officers  and
caused its proper corporate seal to be hereunto affixed,  the day and year first
above written.





WITNESS:                                   EAST COAST PROPERTY
                                           MANAGEMENT LLC             (Landlord)


 /s/ Antoine Bassil                      By: /s/ Steven J. Wilk
--------------------                         ----------------------------------
                                             STEVEN J. WILK,          Member


                                         By: /s/ Jay A. Smolyn
                                             ----------------------------------
                                             JAY A. SMOLYN,           Member





WITNESS:                                   TRANSNET CORPORATION  (Tenant)


 /s/ Antoine Bassil                      By: /s/ Steven J. Wilk
--------------------                         ----------------------------------


                                         Title:  Board Chairman
                                                ----------------

                                       20