Exhibit 10.12

                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT, made this 26th day of June , 1998 by and between

                           MT. BETHEL CORPORATE CENTER
                   c/o Atlantic Development & Management Corp.
                       30 Technology Drive, P.O. Box 4500
                            Warren, New Jersey 07059
                     (hereinafter referred to as "Landlord")

                                       and

                          BARRINGER TECHNOLOGIES, INC.
                             a Delaware Corporation
                               30 Technology Drive
                            Warren, New Jersey 07059
                      (hereinafter referred to as "Tenant")


                                   WITNESSETH:


          The parties  hereto,  in  consideration  of the rents,  covenants  and
conditions herein obtained, do mutually agree as follows:

1. THE DEMISE

          A. Landlord  does hereby  demise and lease to Tenant,  and Tenant does
hereby lease and hire from Landlord, premises consisting of approximately 21,128
square feet of "as is" offices and  approximately  7,000  square feet of "as is"
warehouse space subject to the performance of Landlord to install demising fence
within  the  warehouse  portion  of the  premises,  both of  which  are as shown
highlighted  in  yellow  on  Exhibit  "A"  (the  "Premises")  located  in a high
technology  building comprised of approximately  95,000 sq. ft. (the "Building")
commonly know as 30 Technology  Drive,  Warren Township,  Somerset  County,  New
Jersey  together  with right of access  through  Lots 16 & 19.03 Block 78 on the
private driveway  identified as "Technology Drive". The tract of land upon which
the Premises are located and all improvements  thereon,  including the Building,
are sometimes hereinafter referred to collectively as "Landlord's Tract", and as
shown on Lease Exhibit "B".  Landlord's  tract consists of land and improvements
included on the aforesaid Lots 16 and 19.03, Block 78. Landlord's Tract includes
land upon which multiple  buildings have been  constructed  (with more buildings
being planned),  together with the commonly used areas,  including  roadways and
detention  facilities.  It is  the  parties'  intention  that  when  this  lease
obligates  Tenant to pay  "Tenant's  Proportionate  Share" (or similar  term) of
taxes and other costs or expenses  attributable  to Landlord's  Tract,  any such
provision  shall be interpreted to mean such share set forth in section 6(a) (1)
applied  to (a) the  taxes  or other  costs  directly  attributable  only to the
Building,  plus (b) the  Buildings  fair and  ratable  share of such  costs  for
maintaining and repairing the common areas of the Landlord's Tract.

          Landlord  reserves unto itself,  its successors and assigns and public
utility  companies,  the right to install,  repair,  

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replace  and  realign   utility   lines   serving  the  Premises   and/or  other
improvements,  through and in the land beneath the  Building,  provided  that in
doing so,  neither  Landlord nor any public utility  company shall  unreasonably
interfere  with the use,  enjoyment or business  operation of Tenant,  provided,
however,  that if Landlord  needs to enter the  Building for such  purposes,  it
shall give Tenant reasonable advance notice.

          Subject to the provisions below,  Landlord hereby grants to Tenant, at
no additional  cost or charge to Tenant,  except as  hereinafter  provided,  the
right to use in common with other tenants the portions of the  Landlord's  Tract
outside of the Premises  which are intended to be for common use,  including but
not limited to lobbies, hallways,  elevator,  sidewalks, roofs, access roads and
landscaped areas. Access and all building services shall be provided t all times
during  the  term of this  Lease  on a 24  hour,  7 day  basis,  if  allowed  by
governmental  authorities.  It is agreed that sixty five (65) unassigned parking
spaces  at the  Premises  are for  the use of  Tenant,  its  employees,  agents,
invitees and licensees.  Landlord shall not  specifically  designate any parking
space for any other  tenant,  except as  already  so  designated  as of the date
hereof.  Tenant,  its employees,  agents,  invitees and licensees,  shall not be
permitted to utilize parking spaces anywhere except at the Premises.

2. TERM: RENEWAL 

          A. The term of this Lease (the  "Initial  term") shall be for a period
of ten (10) years  commencing  on July 1, 1998 or such  later  date as  Landlord
obtains a continuing  Certificate of Occupancy for Tenant..  The expiration date
of the Initial Term shall be June 30, 2008.

          B. If  Tenant  is not in  default  hereunder,  Tenant  shall  have the
option, exercisable by written notice by certified mail return receipt requested
to  Landlord  not later  than nine (9)  months  prior to the  expiration  of the
Initial Term to extend the Term for one  additional  period of ten (10) years on
the same  conditions  contained  herein,  except that the basic rent shall be at
Fair Market Value for one such additional ten year period. In no event shall the
basic rental for any renewal term be less than the basic rent being paid for the
last year of the  immediately  preceding  term.  The  Initial  Term and any such
additional  periods are referred to collectively as the "Term". The basic rental
for the  second  five  years of the  renewal  term of the ten (10) year  renewal
period  shall be  adjusted  in the same  manner  that  the  Base  Rent  shall be
readjusted  during the second  five years of the initial  term,  except that the
increase  in the Index  shall be  measured  for the first  five (5) years of the
renewal period.

          C. At any time not later than twelve (12) months prior the  expiration
of the  initial  term and not earlier  than  thirteen  (13)


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months prior to the expiration of the initial term,  Tenant may notify  Landlord
that it has an interest in renewing this Lease.  Within ten (10) days  following
its receipt of such notice,  Landlord shall give Tenant a written notice stating
the  per-square-foot  amount  which it would be  willing  to  accept as the Fair
Market Rental Value of the Premises for the Renewal  Term.  Within ten (10) days
following  Tenant's receipt of Landlord's  notice,  Tenant shall give Landlord a
written notice stating either that Tenant accepts such amount as the Fair Market
Rental Value of the Premises for the applicable Renewal Term or that Tenant does
not accept such amount. If Tenant shall so accept such amount, such amount shall
be the Fair Market  Rental Value of the Premises for the Renewal Term. If Tenant
shall give such notice that it does not accept such  amount,  then  Landlord and
Tenant shall promptly initiate, and thereafter cooperate with one another in the
conduct of,  negotiations  to determine  said Fair Market Rental  Value.  If the
parties have not agreed as to said Fair Market  Rental Value within  eleven (11)
months prior to the  expiration  date of the Term or first  Renewal Term, as the
case may be,  Landlord  and  Tenant  shall  attempt  to agree  upon a single MAI
appraiser  to determine  the Fair Market  Rental  Value.  If landlord and Tenant
cannot  agree upon a single MAI  appraiser  within  eleven  (11) days after such
date,  then Landlord and Tenant shall each appoint an MAI real estate  appraiser
within five (5) days thereafter, each of whom shall have a minimum of ten year's
experience in the area of High-Technology building appraisals and leasing in the
County of Somerset, New Jersey, and neither of whom shall be employees or former
employees of either Landlord or Tenant  (although the prospective  appraiser may
be an independent  consultant to either party). If the two MAI appraisers cannot
agree upon the Fair Market Rental  Value,  then within ten (10) days after their
selection,  the two appraisers shall select a third MAI appraiser who shall meet
the same standards.  The three appraisers shall meet at the earliest practicable
date,  and in no event later than twenty  (20) days after the  selection  of the
third appraiser, and shall, by a majority vote, determine the Fair Market Rental
Value. If  the  first  two appraisers cannot agree upon a third appraiser within
the aforesaid ten-day period, Landlord and/or Tenant shall promptly apply to the
local office of the American  Arbitration  Association  or a New Jersey court of
competent jurisdiction for the appointment of the third appraiser. If a majority
of the  appraisers  cannot agree upon such Fair Market  Rental  Value,  then the
third  appraiser  shall  determine  the  same;  provided,   however,   that  the
determination  of such appraiser  shall not be lower than the lowest Fair Market
Rental Value or higher than the highest Fair Market Rental Value proposed by the
other two  appraisers.  Each party hereto shall use bona fide efforts (and shall
be  responsible  for any failure of the  appraiser  which it selects to use bona
fide efforts) to assure that the  determination  of the Fair Market Rental Value
is made no later than six (6)  months  prior to the  expiration  date of Initial
Term or First Renewal Term, as the case may be, so that Tenant may timely notify
Landlord, if at all, of 


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Tenant's exercise of its option to renew the term of the Lease.

          The Fair Market  Rental Value is to be  determined  by the  appraisers
based upon the condition of the Premises at the Initial Commencement Date of the
Lease and shall not take into  account  any  special  tenant  improvements.  For
purposes of this  paragraph,  the appraisers  shall base their  appraisal on the
amount of office  space and  warehouse  space being used and the "net" nature of
this Lease.

3. RENT: ADDITIONAL RENT: SECURITY

          A. Tenant shall pay to Landlord,  as fixed minimum rent ("Basic Rent")
during the Term,  constituting annual and monthly Basic Rent, in accordance with
the Lease  Payment  Schedule  on  Exhibit  "C".  The Basic Rent shall be payable
monthly in advance  without  set-off,  deduction  or  counterclaim  and  without
previous  notice or demand  therefor,  with the first  installment to be due and
payable  upon  the  execution  hereof,   and  the  second  and  each  subsequent
installment  to be due and  payable on the first day of each and every  month of
the Term (the  installment for any partial  calendar month to be pro-rated based
upon the number of days in the applicable month).

          B. In addition to the Basic Rent,  Tenant  shall pay to Landlord or to
the appropriate  third party (as may be specified  herein below),  as additional
rent,  without  previous notice or demand  therefor  except as otherwise  herein
provided  (subject  to no  offset,  deduction  or  counterclaim  of any  kind or
nature),  and in the manner and upon the conditions  herein set forth, all other
charges  provided for hereunder to be paid by Tenant.  Any and all sums required
to be paid by Tenant  hereunder,  whether to  Landlord or  otherwise,  shall for
purposes of  Landlord's  rights  including the  non-payment  thereof and for all
other purposes for which the same shall be relevant,  be deemed  additional rent
subject to the same duties and  obligations  of Tenant with  respect to, and the
same  remedies of  Landlord  for the  non-payment  of,  Basic Rent  ("Additional
Rent").  If Landlord shall pay any monies or incur any expenses in correction of
Tenant's violation of the covenants contained in this Lease, the amounts so paid
or incurred shall, upon notice to Tenant, be considered  Additional Rent payable
by Tenant with the next  installment of Basic Rent  thereafter to become due and
payable or, if at expiration of the Term or at other  termination of this Lease,
within thirty (30) days of demand therefor by Landlord, it being agreed that the
responsibility for payment thereof shall survive expiration of the Term or other
termination of this Lease. All rentals of any nature shall be paid and delivered
to Landlord at Landlord's  address as set forth at the head of this Lease, or to
such  other  place or person as  Landlord  may from  time to time  designate  by
written notice to Tenant.


<PAGE>

          C.  Basic  Rent  and   Additional   Rent  are  sometimes   hereinafter
collectively referred to as "Rent", "Rent" or "Rental".

          D. On or before  August 31, 2001,  Tenant shall  deposit with Landlord
the sum of One Hundred Twenty One Thousand Five Hundred  Dollars  ($121,500.00),
as  security  for  the  faithful  performance  by  Tenant  of all of the  terms,
covenants and  conditions of this Lease by Tenant to be kept and performed  (the
"Deposit").  If at any time during the Term, any of the rent herein  reserved or
provided  to be paid shall be overdue  and unpaid  beyond any  applicable  grace
period,  then Landlord may, at its option,  appropriate and apply any portion of
the Deposit to the  payment of any such  overdue  rent;  and in the event of the
failure of Tenant to keep and perform any other term,  covenant and/or condition
of this Lease to be kept and performed by Tenant, then Landlord,  at its option,
may appropriate  and apply the Deposit,  or so much thereof as may be necessary,
to  compensate  Landlord for the loss or damage  suffered by Landlord due to the
breach on the part of Tenant.  If there  shall  occur any  increase in the Basic
Rent during the Term,  Tenant shall,  at or prior to the time of such  increase,
deposit such additional sum(s) so that the Deposit at all times equals three (3)
months of the  prevailing  Basic Rent and  Additional  Rent.  Non-payment of the
Security  Deposit  when due shall be a default  in the  Lease  and  Landlord  in
addition to all of its remedies under this Lease as to default shall be relieved
of providing free Basic Rent as Landlord's work letter  obligation  specified in
Exhibit "E".

4. USE OF PREMISES

          The Premises  shall be used for offices,  light assembly and warehouse
operations,  and  distribution  of Tenant's  products and for no other  purpose.
Tenant  represents  that it shall not create  any odors or noises  (which in the
reasonable opinion of Landlord,  would devalue the building,) which will disturb
neighboring  tenants or  properties,  and that it will conform at all times with
all applicable  municipal zoning  ordinances and all laws and regulations as set
forth in Section 12. Tenant represents its use shall not be hazardous.

5. NET LEASE

          It is  understood  and agreed  that,  except as may  otherwise in this
Lease be expressly provided, Tenant has the responsibility of paying all charges
of any kind or nature attributable to the Premises,  whether or not specifically
set forth in this Lease,  it being the intention of the parties  hereto that the
Rent payable to Landlord  under this Lease be  absolutely  net and that Landlord
have no expense  whatsoever  attributable to the Premises or to the operation or
maintenance of Tenant's  operations at the Premises,  unless otherwise expressly
stated herein.


<PAGE>


6. REAL ESTATE TAXES

          A. Tenant shall pay, as Additional  Rent during the Term,  upon demand
from time to time by Landlord and  together  with the next payment of Basic Rent
due after such demand (or within ten (10) days of demand if the Term is about to
expire or this  Lease  otherwise  about to  terminate  after the  making of such
demand),  Tenant's  Proportionate  Share (as  defined  below) of all real estate
taxes,  assessments  and other  charges and levies  which may be made or imposed
upon  Landlord's   Tract,   other  than  income,   franchise,   gross  receipts,
corporation,  capital levy, excess profits, revenue, inheritance,  gift, estate,
payroll  or stamp  tax,  or other tax not in lieu of or as  substitute  for real
estate  tax or charges  stemming  from  Landlord's  failure to pay taxes as due;
provided,  however,  that if any time  during the Term the  methods of  taxation
prevailing at the Commencement Date shall be altered so as to cause the whole or
any part of the taxes,  assessments  and other  charges  and levies  referred to
hereinabove in this Section to be imposed,  wholly or partly, as a capital levy,
on the rents received from Landlord's Tract or otherwise, or if any tax shall be
measured by or based in whole or in part upon the value of Landlord's  Tract and
shall be imposed  upon  Landlord,  then,  to the extent that such other tax is a
substitute  for,  and is  enacted  in lieu of,  existing  real  estate  tax,  as
described above, Tenant shall be responsible for payment, as Additional Rent, of
all such taxes,  assessments,  levies or  charges.  The  maximum  obligation  of
Tenant,  however,  shall be achieved by  computing  such tax as if the  Premises
shall be the sole property of Landlord.  Upon request of Tenant,  Landlord shall
execute all documents necessary for, and will cooperate with Tenant with respect
to, the  prosecution,  in  Landlord's  name,  of  appeals of the tax  assessment
against  Landlord's  Tract,  provided that no such appeal shall be prosecuted if
the prosecution  thereof would, in Landlord's  reasonable  judgment,  jeopardize
Landlord's  ownership of the Premises or create any lien or encumbrance thereon,
and further  provided  that  Landlord  shall incur no expense or  obligation  in
connection with any such appeals. If payments are made by Tenant directly to the
taxing  authority or  authorities,  Tenant shall submit to Landlord,  within ten
(10) days after the due date from time to time,  evidence of  payment.  Landlord
shall  provide  Tenant  with  proof of  payment of real  estate  taxes  within a
reasonable period of time, if requested.

               (1) For purposes of the foregoing  and as elsewhere  used in this
Lease,  "Tenant's  Proportionate  Share" at the  Commencement  Date of the Lease
shall be 17.89 percent  increasing  to 27.59%  eighteen (18) months later and to
29.61% as of August 31, 2001.  It is understood  that these  increases may occur
sooner if Tenant occupies  additional  space during the term of the Lease.  This
percentage  shall be adjusted as square 

<PAGE>

footage  increases or decreases  over the term of the Lease,  or if the Building
size changes.

          B. At the option of  Landlord,  the real  estate  taxes  and/or  other
charges  for which  Tenant is  responsible  hereunder  shall be paid in  monthly
installments in such amounts as are estimated and billed by Landlord,  each such
installment being due with each monthly basic rental payment. If Landlord elects
such  option,  which it may do from time to time,  then  within  sixty (60) days
after  receipt by Landlord of final real  estate tax bills  and/or a  reasonable
accounting  of any other  charges so billed for the  applicable  year,  Landlord
shall so notify Tenant and make available for Tenant's inspection, upon request,
until at least 90 days after any calendar year,  copies of such tax bills and/or
such accounting,  and the monthly payments to be made by Tenant thereafter shall
be adjusted to compensate for any overpayment or underpayment  made by Tenant in
the preceding  period.  It is understood and agreed that the  responsibility  of
Tenant to pay costs of any nature  which may be due under this Lease  shall,  if
not paid as of the time of expiration of the Term or other  termination  of this
Lease, survive expiration of the Term or other termination of this Lease.

7. UTILITY CHARGES

          Tenant  shall pay for all utility  services of any nature  serving the
Premises.  Said  utilities  for office  space shall be  separately  metered,  if
reasonably  possible in Tenant's name.  Tenant shall not overload the electrical
wiring  serving  the  Premises  nor use any  other  utility  beyond  its  normal
capacity.  It is possible that  warehouse  space may not be sub-metered in which
case,  Tenant  shall pay  Tenant's  Proportionate  Share  based  upon the square
footage of said space.

8. LANDLORD'S OPERATING COSTS

          A. Tenant shall pay to Landlord,  upon demand by Landlord from time to
time,  Tenant's  Proportionate  Share of Landlord's  Operating Costs (as defined
below). The phrase "Landlord's Operating Costs" shall mean all reasonable costs,
charges or expenses of any nature  actually  incurred by Landlord in  connection
with owning, operating,  maintaining and/or carrying Landlord's Tract. By way of
example,  and  not in  limitation  of the  generality  of the  foregoing  nor in
limitation of the nature or types of costs,  charges or expenses included in the
definition  of Landlords  Operating  Costs,  it is  understood  that  Landlord's
Operating Costs shall include costs, charges and expenses for the following with
respect to Landlord's  Tract  (including the Building and all other exterior and
interior  portions,  common and otherwise,  of Landlord's  Tract):  maintenance,
repairs and  replacements,  including roof,  structural frame and concrete floor

<PAGE>

slabs; paving, repaving and striping; landscaping;  cleaning, lighting, snow and
0ice removal;  trash  removal  and/or  janitorial  or cleaning service;  utility
charges,  such as, but not limited to, costs or charges for  providing  electric
energy (except for electric energy required to be paid for directly by tenants),
heating,  air  conditioning,  lighting,  water,  gas or other fuel; and costs or
charges for any other type of service supplied to the common areas of Landlord's
Tract;  insurance for  Landlord's  Tract (e.g.,  fire and  extended,  liability,
rental,  workers'  compensation);a  management  fee  equal to no more  than five
percent (5%) of Basic Rent and costs for equipment and supplies.

          B. Notwithstanding the foregoing, Landlord's Operating Costs shall not
include:  the cost of any of the  services  set forth in  Section  8-A above the
responsibility  for which are assumed by Tenant with the  approval of  Landlord,
such as  Premises  janitorial  or  security  services;  costs of  repair  to the
Premises to the extent  reimbursed by payment of insurance  proceeds received by
Landlord  or  recovery  from a third  party  (but less costs of  obtaining  such
recovery);  debt  service on loans to Landlord or secured by mortgage or deed of
trust covering the Premises;  salaries of executive  officers or other employees
of Landlord;  and costs relating to new  improvements  added to the Premises (as
distinguished  from repair or replacement of existing  improvements),  nor shall
Landlord's Operating Costs include items which are capital items during the last
two (2) years of the Initial Term and the last two years of the renewal term, if
any, or the cot of repairs or replacement of structural members,  floor slabs or
footings.

          C. Tenant shall have the right from time to time, at Tenant's expense,
upon reasonable notice during reasonable  business hours, to have an independent
certified  public  accountant  or a  qualified  employee  of Tenant  inspect the
portion  of  Landlord's  books  and  records  that are  relevant  to  Landlord's
calculation  of  Landlord's  Operating  Costs and Tenant's  Proportionate  Share
thereof, for a preceding period not to exceed two (2) years.

          D. Tenant shall not be responsible for Landlord's  Operating Costs and
real estate  taxes  attributable  to the time period  prior to the  Commencement
Date. Tenant's Proportionate Share of Landlord's Operating Costs and real estate
taxes  for the  calendar  year in which  Tenant's  obligation  to share  therein
commences and in the calendar  year in which such  obligation  ceases,  shall be
prorated based upon the applicable time periods.

          E. The aforesaid  Landlord's  Operating  Costs may be based on monthly
estimates of Landlord but shall be reconciled and adjusted annually.

<PAGE>

          F. It is anticipated  that the Landlord may contribute the building of
this Lease to a condominium  association.  In the event same is  contributed  to
said  association,  the Tenant shall be responsible  for any share of additional
expenses,  costs and charges of any nature  incurred by the Landlord as a result
of the owning,  operating and  maintaining of the Landlord's  Tract as part of a
condominium.  The Tenant shall not be responsible for any share of the costs for
the formation or operation of said association or related entities; but shall be
responsible  for its  Proportionate  Share of certain  costs and  charges as set
forth in Section 1(A) of this lease.

          G. "Landlord's  Operating Costs" as referred to in the Lease shall not
include the following:  (a) the cost of construction of any  improvements on the
Landlord's  Tract,  including any addition,  alteration or refurbishing of space
leased to other  tenants in the  Building,  except  that  capital  expenses  for
improvements which result in savings of labor other costs in connection with the
operation  of the common area of the  Landlord's  Tract shall be included at the
cost of such for repairs or other work  occasioned  by fire,  windstorm or other
casualty in excess of a  reasonable  deductible  amount  provided in  Landlord's
insurance policy;  (c) expenses incurred in leasing or procuring new tenants for
the Building (e.g.  commission,  advertising,  renovation and legal);  (d) legal
expenses  in  enforcing  the  terms of any  lease;  (e)  interest  or  principal
amortization payments on any mortgage;  (f) any real estate taxes, other than as
referred to in the Lease,  corporate  franchise  or net worth taxes income taxes
(state and federal),  personal  property taxes and excess profit taxes;  (g) any
expenses incurred for which Landlord has a right of reimbursement  from a tenant
in the  Building,  an insurer  or other  person or  entity;  (h) claims  paid by
landlord in  satisfaction or settlement of liability in tort; (i) any payment to
the  ground  lessor,   if  any;  (j)  depreciation  of  the  Building  or  other
improvements;  (k) any expense  relating to the  environmental  condition of the
Landlord's  Tract;  and (1) wages of  salaries  (y)  persons  above the level of
building  manager,  and (z) persons not engaged in full time  employment  at the
Building,  and (m)  management  or leasing  fees or  expenses  other than the 5%
charge set forth above. All expenses affiliated in any way with Landlord must be
reasonable  and  comparable to similar  expenses paid by landlords  generally in
arms-length transactions in order to be includable in operating expenses.

<PAGE>

9. MAINTENANCE AND REPAIRS

          A. Tenant will take good care of the Premises and shall be responsible
for maintaining the Premises in good condition and state of repair at all times;
(notwithstanding  anything herein to the contrary) and Tenant will surrender the
Premises,  at the expiration of the Term or earlier termination of the Lease, as
the  case may be,  in as good a  condition  as when  received.  Tenant  shall be
directly  responsible to notify Landlord  promptly of any maintenance or repairs
required to the  Premises,  to include but not limited to utilities  serving the
Premises, i.e.: gas, water, sewer, plumbing,  electrical,  or H.V.A.C.  Landlord
shall, at Tenant's sole cost and expense,  perform any reasonable repairs in the
Premises which are cosmetic, plumbing, mechanical or electrical and Tenant shall
have the right to perform any other repairs at its own cost and expense.  Tenant
will not overload the electrical wiring serving the Premises. Tenant may install
only electrical  connections  conforming to code to its apparatus and equipment,
at Tenant's sole cost and expense.  Tenant shall be responsible for changing its
own light  bulbs,  or may request  Landlord to provide  such service at Tenant's
cost and expense.

          B. Landlord shall at Tenant's cost and expense,  as part of Landlord's
Operating Costs,  obtain appropriate annual service contracts for maintenance of
the mechanical  systems,  including  compressor  replacement,  and for landscape
maintenance services.  Any costs associated with same shall be paid by Tenant in
full  if  only  attributable  to  premises  or if  not,  Tenant  shall  pay  its
Proportionate Share.

          C. Tenant  shall comply with all present and future  applicable  laws,
ordinances  and codes and all applicable  governmental  rules,  regulations  and
requirements  with respect to the condition of the Premises and the use thereof,
including but not limited to regulations  promulgated by the Occupational Safety
and Health  Administration of the federal government,  and shall pay any and all
fines and penalties imposed upon Landlord,  by reason of any violation by Tenant
of the foregoing covenants made by Tenant. (See Section 12).

10. ALTERATIONS AND SIGNAGE

          A. Tenant  shall have the right,  at  Tenant's  cost and  expense,  to
perform, make and effect installations,  alterations,  restorations, changes and
replacements  (hereinafter  called  

<PAGE>

"Alterations")  in,  of,  or to  the  Premises  as  Tenant  deems  necessary  or
desirable, which shall require Landlord's reasonable approval which shall not be
unreasonably  withheld,  conditioned  or  delayed  and  shall  be  made  in full
compliance with all applicable laws,  orders and regulations of federal,  state,
county and municipal authorities, with any direction pursuant to law or given by
any public officer,  and with all regulations of any board of fire  underwriters
having  jurisdiction.  Landlord hereby  approves  Tenant's  initial  Alterations
described on Schedule 1, Landlord  shall have the right to increase the Security
Deposit to cover the cost of any alteration, removal and subsequent restoration.
Notwithstanding  any provision in this Lease to the  contrary,  the office space
initial  Alterations  need  not be  restored  at the  end of the  Term,  but the
warehouse space Alterations must be restored at the end of the Term.

          B. Tenant shall obtain or cause to be obtained through  Landlord,  all
building permits,  licenses,  temporary and permanent  certificates of occupancy
and other  governmental  approvals  which may be required in connection with the
making of the  Alterations,  and  Landlord  shall  cooperate  with Tenant in the
obtaining  thereof (at no  out-of-pocket  expense to Landlord)  and both parties
shall execute any documents reasonably required in furtherance of such purpose.

          C. In requesting Landlord's approval for any Alterations, Tenant shall
submit to Landlord (with said request for approval) detailed working drawings of
the proposed  Alterations.  Landlord shall have the right to charge Tenant as an
item of Additional  Rent a reasonable  review and supervisory fee based upon the
hourly rates set forth below (Principals of Landlord $300.00 per hour,  Landlord
Supervisory  Personnel $75.00 per hour,  Outside  Architects and Engineers on an
"as billed" basis).  Landlord will use every  reasonable  effort to minimize any
such charges.  Upon completion of said  Alteration,  Tenant shall, as soon as is
practical, provide Landlord with "as built" drawings of said Alteration.  Tenant
at its own cost and expense shall be  responsible  for any direct damages due to
Tenant's Alterations.

          D. Each party shall indemnify and hold each other harmless against and
from any claims  arising out of its work or other  activities  at or relating to
the Premises..

          E. The  Alterations  shall be and remain  the  property  of  Landlord;
provided,  however, that Landlord shall have the option, to be exercised,  if at
all,  at least sixty (60) days prior to  expiration  of the Term or of any other
termination hereof, to give notice to Tenant that Tenant is to remove all or any
part of Alterations made by Tenant, upon the giving of which notice Tenant shall
be obligated to have the specified  Alterations removed prior to such expiration
or  termination  and to repair any damage  caused by the removal and restore the
Premises to their  condition  as existed  prior to the making of the  applicable
Alterations.

<PAGE>

          F. No  signs  may be  placed  or  maintained  on the  exterior  of the
Premises by Tenant without the prior written approval of Landlord,  and any such
sign as is placed or maintained by Tenant on the exterior of the Premises,  must
be kept in good  condition  and  repair at all times and must be  installed  and
maintained in compliance with all applicable laws, rules and regulations. Tenant
shall be included in the exterior  monument sign and in all other Building signs
or registries of Tenant,  the cost of which is included in Landlord's  Operating
Cost.

11. ALTERATIONS BY LANDLORD

          Landlord hereby reserves the right at any time to make  alterations at
Landlord's Tract (excluding the Premises unless needed for purpose of doing work
associated with other parts of the building or Tract),  including  additions to,
subtractions  from or  rearrangements of the Building and parking areas thereon.
Landlord also reserves the right from time to time to construct  other buildings
or improvements on Landlord's Tract and to make alterations thereof or additions
or  deletions  thereto,  provided  that  any  such  constructions,  alterations,
additions,  or deletions  shall result in  appropriate  adjustments  to Tenant's
Proportionate  Share  of real  estate  taxes  and  Landlord's  Operating  Costs.
Landlord shall have right of access to the Premises,  provided Landlord uses all
reasonable efforts to minimize any inconvenience to Tenant's operation.

12. OBSERVANCE OF LAWS, ORDINANCES, RULES AND REGULATIONS

          A.  Tenant  and  Landlord   shall  each  comply  with  all   statutes,
ordinances,  rules, orders,  regulations and requirements of all federal, state,
county and municipal and other applicable  governmental  authorities relating to
the  Premises  and  shall  faithfully  observe  in the use of the  Premises  all
municipal and county  ordinances and regulations and state and federal  statutes
and  regulations  of the Board of Fire  Underwriters  or similar  agency for the
prevention  of fires.  In case  Tenant  shall fail or neglect to comply with the
aforesaid statutes,  ordinances, rules, orders, regulations and requirements, or
any of them,  within the period of time for  compliance as contained  therein or
such shorter time as may be required in this Lease,  then (not in  limitation of
any other rights which  Landlord may have under this Lease or by law in the case
of a default by Tenant)  Landlord or its agents may enter the  Premises and make
necessary repairs and comply with any and all of the said statutes,  ordinances,
rules, orders,  regulations or requirements,  at the cost and expense of Tenant.
In case of Tenant's failure to pay therefor,  the said cost and expense shall be
added to the next  month's  rent and be due and payable  promptly as  Additional
Rent,  together  with  interest as in this Lease  provided.  Each of the parties
shall perform the work normally  attributable to its respective  

<PAGE>

responsibility.  If one fails to perform within a reasonable time, the other may
complete the work.

          B. Tenant may contest any of the  above-stated  statutes,  ordinances,
rules, orders, regulations or requirements, provided that Tenant shall indemnify
Landlord  for any  resulting  loss or  liability  (including  but not limited to
reasonable  attorney's  fees incurred by  Landlord),  and shall not do so in any

<PAGE>

circumstances as would, in Landlord's reasonable judgment, jeopardize Landlord's
ownership of the Premises or cause any lien or encumbrance to be placed upon the
Premises.  Landlord  agrees to cooperate  with any said  contest,  provided that
Landlord shall entail no out-of-pocket cost or expense.

13. ASSIGNMENT OR SUBLETTING

          A.  Tenant may not assign  this Lease in whole or in part,  nor sublet
all or any part of the Premises,  without the prior written consent of Landlord,
which consent shall not be unreasonably withheld, delayed or conditioned. In all
circumstances  of assignment  or  subletting,  the assignee or Sub-Tenant  shall
assume  in  writing  the  obligations  of  Tenant  hereunder  (in the  case of a
subletting,  such  assumption  to relate  only to the  premises  sublet) and the
existing Tenant and each subsequent assignee, Sub-Tenant and guarantor hereunder
(if any) and each  subsequent  assignee,  Sub-Tenant and guarantor  shall remain
liable under this Lease.  Consent to any  particular  assignment  or  subletting
shall  not be  deemed  consent  to  any  further  or  subsequent  assignment  or
subletting.

          B. If Tenant shall assign this Lease or sublet the Premises and at any
time the  rent  per  square  foot to be  received  by  Tenant  pursuant  to such
assignment  or subletting  is in excess of the then  applicable  rent per square
foot  hereunder,  the Landlord and Tenant shall share the entire  amount of such
excess  on a 50/50  basis,  less  Tenant's  costs  in  arranging  and  obtaining
approvals  for such  assignment  or  subletting,  which  excess shall be due and
payable from time to time by Tenant  promptly  upon receipt by Tenant of payment
of rent by the assignee or Sub-Tenant.  In addition,  Landlord shall be entitled
to receive  fifty (50&)  percent of any other  rental  differential  or lump sum
payment or payment in lieu of rent paid to Tenant on account of an assignment or
subletting.  Anything to the contrary notwithstanding,  if less than twenty-five
percent  (25%) of the  aggregate  premises is sublet or  assigned,  the Landlord
shall  not  terminate  this  lease  under  Section  13 (D).  Once  greater  than
twenty-five  percent (25%) of the aggregate premises is sublet or assigned,  the
Landlord shall share, as set forth above, in all of the rental  differential for
premises sublet or assigned.

          C. If  Tenant  wishes  to assign  this  Lease or sublet to any  party,
Tenant first shall give written notice to Landlord of such intention  ("Tenant's
Notice"), specifying the name of the 

<PAGE>

proposed assignee or sublessee,  the name of and character of its business,  the
terms of the proposed  assignment or sublease,  and shall provide  Landlord with
such other  information  as Landlord  reasonably  requests  including  financial
statements in certified form.

          D. Landlord may, within thirty (30) days after its receipt of Tenant's
Notice, by notice to Tenant ("Landlord's  Notice"),  either consent to or reject
the  proposal,  or  Landlord  at its option,  may  terminate  this Lease (if, in
connection with a sublease of less than the entire Premises,  only to the extent
of the  premises  sublet)  and enter  into a lease  directly  with the  proposed
Sub-Tenant as of a date set forth in Landlord's Notice, such date of termination
having the same effect as if that date were the original expiration date of this
Lease,  with  all  rents  being  apportioned  and  adjusted  as of such  date of
termination  (and  thereafter  adjusted  on the  basis of the  remaining  square
footage, in the case of a sublease of less than the entire Premises).

14. INSURANCE AND INDEMNITY; NONLIABILITY

          A. Tenant shall,  during the Term, at its sole cost and expense,  keep
in full force and effect a Comprehensive  General  Liability Policy with respect
to the leased  Premises.  The total  limits of  liability  shall be Five Million
Dollars  ($5,000,000).  The total  limits can be on a Combined  Single  Limit or
split limits basis listing  Bodily Injury and Property  Damage  separately.  The
required  limit of  liability  can be in  combination  of Primary  and  Umbrella
Policies.  The policies shall be with a company authorized to do business in the
State of New  Jersey.  The Tenant  will not change or  terminate  the  insurance
without first giving to Landlord at least thirty (30) days prior written notice.
A copy of the policy or certificate of insurance  shall be delivered to Landlord
on or before the Commencement Date or, as the case may be, any earlier date upon
which Tenant shall enter into occupancy of the Premises or any portion  thereof.
Each year a Certificate of Insurance  outlining the required insurance coverages
outlined  above shall be sent to the  Landlord  upon written  request.  For each
renewal  term under this Lease,  the  insurance  amounts  shall be  increased an
appropriate amount to be agreed to by the parties.

          B. Tenant shall indemnify and save Landlord  harmless against and from
any and all claims, actions,  damages, losses, liability and expense,  including
court costs and reasonable  attorneys' fees incurred by Landlord,  in connection
with loss of life, personal injury and/or damage to property arising from or out
of any  occurrence  in, upon,  or at the  Premises,  or the  occupancy or use by
Tenant of the Premises,  or any part thereof, or occasioned wholly or in part by
any  negligence  of  Tenant,  it's  agents,  contractors,  employees,  servants,
licensees  or 

<PAGE>

concessionaires,  except to the extent any of the foregoing represents damage to
the  building  or is caused by acts or  negligence  of  Landlord  or  Landlord's
agents, contractors,  employees,  servants, licensees or concessionaires.  It is
understood  that Landlord shall not be liable for any damage or injury which may
be  sustained  by Tenant or any other  person as a  consequence  of the failure,
breakage,  leakage or obstruction of the water, plumbing, steam, sewer, waste or
soil pipes, roof, drains, leaders, gutters, valleys,  downspouts or the like, or
of  the  electrical,  gas,  power,  conveyor,  refrigeration,   sprinklers,  air
conditioning  or heating  systems;  (unless any of the  foregoing  have not been
maintained or repaired by Landlord in a timely manner after proper  notification
by Tenant consistent with their obligations under Section 9 hereof) or by reason
of the  elements;  or resulting  from the  carelessness,  negligence or improper
conduct on the part of Tenant or Tenant's agents, employees,  guests, licensees,
invitees,  subtenants,  assignees or successors.  Tenant shall not be liable for
negligent  acts  of  Landlord  or  Landlord's  agents,  employees,  contractors,
licensees, servants, or guests, or other tenants in the building.

          C. If Tenant  shall  fail,  refuse  or  neglect  to obtain  any of the
insurance  called for by this Lease or  maintain  the same and to show  Landlord
evidence of the same as  aforesaid,  Landlord  shall have the right (but not the
obligation)  after 30 days notice to Tenant,  to procure any such  insurance and
charge the cost thereof to Tenant.

          D. Each party hereby  releases the other from  liability  for property
damage  from any cause  whatsoever  to the extent  such  releasing  party  shall
receive insurance  proceeds (or have the availability of the receipt thereof) on
account of such damage or injury.  Landlord and Tenant agree to include in their
respective  property  insurance  policies,  the  following:  (I) a waiver of the
insurer's  right of  subrogation  against  the other  party,  or (ii) an express
agreement  that such policy shall not be  invalidated  if the assured waives the
right to recovery  against any party  responsible  for a casualty,  or (iii) any
other form of permission for the release of the other party.

          E.  Landlord  shall  obtain and maintain  throughout  the Term of this
Lease, fire,  extended and special multi-risk  coverage property insurance in an
amount not less than the full replacement cost of the Building, and upon request
therefor,  shall provide Tenant with evidence of the same.  Landlord's insurance
shall include rent insurance for a period of 12 months following a casualty.  In
the event use by Tenant causes  increase in insurance  premium,  Tenant shall be
responsible for said premium increase.

          F. Tenant  assumes all risk for damage to its contents and shall carry
whatever insurance it deems necessary.

<PAGE>

          G. Tenant shall not be liable to Landlord  with respect to any damages
suffered by Landlord which are covered by insurance  required by this lease. The
parties  agree that each hereby waives any claim it might have against the other
for loss,  damage or destruction with respect to its property,  by fire or other
casualty that is generally  insured against under the terms of standard fire and
extended coverage insurance  policies.  The parties agree to use best efforts to
obtain waiver of subrogation  clauses in their  respective  insurance  policies,
such clauses extending to the other party and its employees and agents.

          H.  Nothing  contained  in the Lease  shall be  construed  to  absolve
Landlord  from  responsibility  for acts or omissions  deemed to be  negligence,
gross  negligence  or willful  misconduct  of Landlord,  its agents,  employees,
servants or others acting on its behalf.  Each party shall  protect,  indemnify,
hold  harmless  and defend the other  party and its  successors  and assigns and
their  respective  employees  and agents from any and all  damages or  liability
resulting  from any  claims  or  demands,  including  the  costs,  expenses  and
reasonable attorneys' fees incurred,  that may be made by a party's employees or
any other person for bodily injury or damage to property  occasioned by the acts
or  omissions  of the other party or its  subcontractors,  or the  employees  or
agents of any of them.  However,  any liability of Landlord  shall be limited to
Landlord's equity in the Landlord's Tract.

15. QUIET ENJOYMENT

          Upon  performing its obligations  under this Lease,  Tenant shall have
and enjoy  quiet and  peaceable  possession  of the  Premises  during  the Term,
subject to the terms of this Lease, to include,  but not limited to, Sections 9,
10 and 11.

16. FIXTURES AND PERSONAL PROPERTY

          Any trade  fixtures,  equipment  and other  property  installed  in or
attached to the Premises, by and at the expense of Tenant, shall remain property
of Tenant,  and Tenant shall have the right, at any time, and from time to time,
to remove any and all of its trade fixtures,  equipment and other property which
it may have stored or installed in the  Premises.  Tenant shall make all repairs
required as a result of the removal of said items so as to restore the  Premises
to their  original  condition  except  normal wear and tear  (including  but not
limited to repair of any holes in the walls of the Building).

17. DAMAGES TO PREMISES

          A. If the Premises shall be damaged by fire, the elements, unavoidable
accident or other  casualty,  then,  subject to the provisions  below,  Landlord
shall cause the damage to be repaired.  In doing so, Landlord shall commence its
repairs 

<PAGE>

promptly and  diligently  proceed with same,  but shall not be required,  in any
event,  to expend  more than the net amount of  insurance  proceeds  received on
account of the damage.

          B. If the  Premises  shall be so damaged or  destroyed as would render
the Premises 25% untenantable for a period in excess of one hundred eighty (180)
days,  or if then  applicable  laws or zoning  requirements  do not  permit  the
necessary repair or restoration after occurrence of damage or destruction of the
Premises to whatever  extent,  then either  party shall have the right to cancel
this Lease by written  notice to the other served within thirty (30) days of the
occurrence, effective as of the occurrence.

          C. Tenant shall  immediately  notify Landlord in case of fire or other
damage to the Premises.

          D. The repair and  restoration of any damage to the property of Tenant
or to the decorations and Alterations of Tenant shall not be the  responsibility
of Landlord.

          E. In the event any damage or destruction of the Premises  renders the
Premises  untenantable,   all  Rent  shall  be  abated  during  such  period  of
untenantability,  except  if  the  damage  or  destruction  shall  be due to the
negligence or misconduct  of Tenant,  its agents or employees  provided that all
Rent shall be abated  regardless of cause of damage or destruction to the extent
that  rent  insurance  is in  effect  for the  Premises.  If any such  damage or
destruction  renders  the  Premises  partially  untenantable,  all Rent shall be
equitably apportioned,  subject to the above-stated  exception.  For purposes of
this Paragraph E, the word "Rent" shall not include any  Additional  Rent as may
be due from  Tenant by reason of default by Tenant  under any term,  covenant or
condition of this Lease.

          F.  Landlord's  insurance  proceeds  shall be and remain the exclusive
property of Landlord.

          G. Notwithstanding anything to the contrary herein, if the Premises is
damaged to the extent of fifty percent  (50%) or more thereof,  and if insurance
proceeds  received on account of the damage would not be sufficient to repair or
reconstruct the building or tract,  Landlord shall have the right,  within sixty
(60) days after  occurrence  of the damage,  to elect,  upon  written  notice to
Tenant, not to repair or reconstruct the Building or Tract, in which event, this
Lease  and the  tenancy  hereby  created,  shall  cease  as of the  date of such
occurrence.  Upon  such  termination,  all Rent  and  Additional  Rent  shall be
apportioned as of the date of the occurrence.

<PAGE>


18. EMINENT DOMAIN

          If the  whole or any part of the  Premises  shall be taken  under  the
power of eminent  domain or  acquired  in lieu  thereof,  then this Lease  shall
terminate  as to the part so taken on the day when  Tenant is  required to yield
possession  thereof to the condemning  authority,  and, subject to the rights of
mortgagees  and  further  subject to the  sufficiency  in amount of the award or
price paid on account of the taking or  acquisition  in lieu  thereof,  Landlord
shall make such repairs and  alterations as may be necessary in order to restore
the  part  not  taken to  useful  condition;  and the  Basic  Rent and  Tenant's
Proportionate Share shall be reduced, proportionately,  as to the portion of the
Premises so taken. If the amount of the Premises so taken or acquired is such as
to impair  substantially  the  usefulness  of the  Premises for the purposes for
which the same are hereby  leased,  then  either  party shall have the option to
terminate this Lease as of the date when Tenant is required to yield possession.
All compensation  awarded or paid for such taking or acquisition shall belong to
and be the property of Landlord except to the extent that any such  compensation
is specifically  designated for the leasehold  interest.  Anything herein to the
contrary  notwithstanding,  if a  substantial  part of the  Building  and/or  of
Landlord's  Tract is taken or acquired in the manner  aforesaid,  whether or not
the  Premises  are so taken or  acquired to any extent and  irrespective  of the
extent  of any  award of  proceeds  to  Landlord  by  virtue  of the  taking  or
acquisition in lieu thereof,  Landlord shall have the right, upon written notice
to Tenant within sixty (60) days after such taking or acquisition,  to terminate
this Lease.

19. DEFAULT AND REMEDIES

          A. If Tenant  defaults in the payment of Basic Rent (and such  payment
is not made  within ten (10) days of  written  notice of such  default  given by
Landlord),  or if the Premises  shall be deserted,  abandoned or vacated,  or if
Tenant  defaults  in a  material  respect  in  compliance  with any of the other
covenants or conditions of this Lease and fails to cure the same within  fifteen
(15) days  after the  receipt  of notice  specifying  the  default,  then at the
expiration  of said ten (10)  days or  fifteen  (15)  days,  as the case may be,
Landlord may (a) cancel and terminate  this Lease upon written  notice to Tenant
(whereupon the Term shall  terminate and expire,  and Tenant shall then quit and
surrender  the  Premises  to  Landlord,   but  Tenant  shall  remain  liable  as
hereinafter  provided)  and/or (b) at any time  thereafter  re-enter  and resume
possession of the Premises as if this Lease had not been made. Anything above to
the contrary notwithstanding,  the said fifteen (15) day period of time for cure
of  non-monetary  defaults  shall  extend  beyond such fifteen (15) days for the
period  of time  necessary  to  effect  the  cure  provided  that  Tenant  shall
diligently  commence  the cure  during 

<PAGE>


such fifteen (15) day period and shall diligently and continuously prosecute the
cure to completion.

          B. If this Lease shall be terminated or if Landlord  shall be entitled
to re-enter the Premises,  and  dispossess or remove Tenant under the provisions
of this Section (either or both of which events are hereinafter referred to as a
"Termination"),  Landlord or Landlord's agents or servants may immediately or at
any time  thereafter  re-enter  the Premises and remove  therefrom  Tenant,  its
agents, employees,  servants,  licensees, and any Sub-Tenants and other persons,
firms or corporations, and all or any of its or their property therefrom, either
by summary dispossess proceedings or by any suitable action or proceeding at law
or by peaceable  re-entry or  otherwise,  without  being  liable to  indictment,
prosecution  or damages  therefor,  and may  repossess  and enjoy the  Premises,
including all additions, alterations and improvements thereto.

          C. In case of  Termination,  the  Basic  Rent  and all  other  charges
required to be paid by Tenant  hereunder shall thereupon become due and shall be
paid by Tenant up to the time of the  Termination,  and Tenant shall also pay to
Landlord all reasonable  expenses which Landlord may then or thereafter incur as
a result of or arising out of a Termination,  including but not limited to court
costs,  attorneys'  fees,  brokerage  commissions,  and costs of terminating the
tenancy of Tenant,  re-entering,  dispossessing or otherwise removing Tenant and
restoring  the  Premises  to good  order  and  condition,  and from time to time
altering and otherwise  preparing  the same for  re-letting  (including  but not
limited to costs of removing all or any part of the Alterations made by Tenant).
Upon a Termination,  Landlord  shall,  use  commercially  reasonably  efforts to
re-let the Premises,  in whole or in part, either in its own name or as Tenant's
agent, for a term or terms which, at Landlord's option, may be for the remainder
of the Term or Renewal Term, or for any longer or shorter period.

          D. In addition to the payments  required  hereinabove in this Section,
Tenant shall be  obligated  to, and shall,  pay to Landlord,  upon demand and at
Landlord's option:

               (i)  liquidated  damages  in an  amount  which,  at the  time  of
Termination,  is equal to the present  value,  discounted  at the rate of 5% per
annum, of the excess,  if any, of the then present amount of the installments of
Basic Rent and Additional  Rent reserved  hereunder,  for the period which would
otherwise  have  constituted  the  unexpired  portion  of the Term over the then
present rental value of the Premises for such unexpired portion of the Term or,

               (ii) damages payable in monthly installments,  in advance, on the
first day of each calendar month following the Termination, and continuing until
the date  originally  fixed herein for the  expiration  of the Term,  in amounts
equal to the  

<PAGE>

excess,  if any, of the sums of the aggregate  expenses paid by Landlord  during
the month  immediately  preceding  such calendar month for all such items as, by
the terms of this Lease, are required to be paid by Tenant, plus an amount equal
to the  installment  of Basic  Rent  which  would  have been  payable  by Tenant
hereunder in respect to such calendar month, had this Lease not been terminated,
over the sum of rents,  if any,  collected by or accruing to Landlord in respect
to such  calendar  month  pursuant to a re-letting or to any holding over by any
Sub-Tenants of Tenant.

          E.  Landlord  shall in no event be liable  for  failure  to re-let the
Premises,  or in the event that the Premises are re-let,  for failure to collect
rent due under such  re-letting;  and in no event  shall  Tenant be  entitled to
receive  any  excess  of rents  over the sums  payable  by  Tenant  to  Landlord
hereunder but such excess shall be credited to the unpaid rentals due hereunder,
and to the expenses of  re-letting  and  preparing  for  re-letting  as provided
herein.

          F. Suit or suits for the  recovery  of damages  hereunder,  or for any
installments  of rent,  may be  brought  by  Landlord  from  time to time at its
election,  and nothing herein  contained shall be deemed to require  Landlord to
postpone suit until the date when the Term would have expired if it had not been
terminated under the provisions of this Lease, or under any provision of law, or
had Landlord not  re-entered  into or upon the  Premises.  G.  Landlord,  at its
option,  in addition to any and all  remedies  available  to it,  shall have the
right to charge a fee for  payment  for rent  received  later than five (5) days
after  the date due,  which  fee,  constituting  Additional  Rent,  shall be the
greater of five  percent  (5%) of the  delinquent  payment  or one and  one-half
percent (1-1/2%) per month for each and every month of the amount of the overdue
rent.

          H. Tenant  hereby  waives all rights of  redemption to which Tenant or
any person claiming under Tenant might be entitled,  after an abandonment of the
Premises,  or after a surrender and  acceptance of the Premises and the Tenant's
leasehold estate, or after a dispossession of Tenant from the Premises, or after
a termination of this Lease, or after a judgment  against Tenant in an action in
ejectment,  or after the issuance of a final order or warrant of dispossess in a
summary proceeding,  or in any other proceeding or action authorized by any rule
of law or statute now or hereafter in force or effect.

          I. No  mention  in this Lease of any  specific  right or remedy  shall
preclude  Landlord  from  exercising  any other  right or from  having any other
remedy  or from  maintaining  any  action to which  Landlord  may  otherwise  be
entitled hereunder or at law or inequity.


<PAGE>

20. NOTICES

          Wherever in this Lease it shall be required or  permitted  that notice
or demand be given or served by either  party to this  Lease to or on the other,
such notice or demand shall be in writing and shall either be served  personally
or sent by  registered  or certified  mail,  return  receipt  requested,  to the
parties at the addresses  described below -- Landlord to , at its address stated
at the head of this  Lease,  with a copy to Edward J.  Dudzinski,  5 Brier Road,
Whitehouse Station, New Jersey 08889 and Leonard H. Selesner,  P.A. 225 Millburn
Avenue,  Suite 208, Millburn,  NJ 07041; to Tenant, at its address stated at the
head of this Lease,  with a copy to John  Hogoboom,  Esq.,  Lowenstein  Sandler,
P.C., 65 Livingston  Avenue,  Roseland,  NJ 07068. Such addresses may be changed
from time to time by either party by written  notices served upon the other,  as
above provided. Notices shall be effective upon delivery or mailing, as the case
may be,  except that a mailed  notice  changing  an address for notice  purposes
hereunder shall be effective upon actual receipt.

21. ATTORNMENT: DEFINITION OF TERM "LANDLORD"

          A. Tenant shall attorn to any new owner of Landlord's  Tract including
Landlord's  mortgagee,  and shall  execute such  attornment  instrument as shall
reasonably  be requested by such new owner;  and Tenant  waives any right it may
have to surrender  possession  of the  Premises or  terminate  this Lease in the
event of change of ownership of Landlord's  Tract. The term "Landlord",  as used
in this Lease,  means only the owner for the time being of Landlord's  Tract, so
that in the event of any sale or conveyance thereof, Landlord (and any successor
selling  or  conveying  Landlord)  shall be and  hereby  is  entirely  freed and
relieved  of  all  Landlord's  covenants  and  obligations   thereafter  arising
hereunder,  and it shall be determined and construed,  without further agreement
between the parties and the  purchaser or  transferee  at or of any such sale or
conveyance, that the purchaser or transferee has assumed and agreed to carry out
any and all covenants and obligations of Landlord hereunder.

          B. Upon any transfer or mortgaging of title by Landlord, Tenant agrees
to give to the  grantee,  at the  request of  Landlord,  an  estoppel  or offset
statement (as provided for in Section 25 below ("Estoppel or Offset Statements")
each in form reasonably requested by Landlord.

22. COST OF PERFORMING OBLIGATIONS

          Unless otherwise specified,  the respective obligations of the parties
to keep,  perform and observe any terms,  covenants or  conditions of this Lease
shall be at the sole cost and expense of the party so obligated.

<PAGE>

23. RE-ENTRY BY LANDLORD

          Should Tenant make an assignment  for the benefit of creditors or file
a voluntary  petition in bankruptcy or be adjudicated a bankrupt or take benefit
of any  insolvency  act or if a  receiver  or  trustee  of Tenant  and/or of its
property shall be appointed in any proceedings other than bankruptcy proceedings
and such appointment,  if made in proceedings instituted by Tenant, shall not be
vacated  within  thirty  (30)  days  after  it has  been  made,  or if  made  in
proceedings  instituted by other than Tenant,  shall not be vacated within sixty
(60) days  after it has been  made,  any of the  foregoing  shall  constitute  a
default  hereunder  and  Landlord,  in addition to all other  rights or remedies
hereunder and by law or equity,  shall have the immediate  right of re-entry and
may remove all persons and property from the Premises,  and such property may be
removed and stored in a public warehouse or elsewhere at the cost and expense of
Tenant,  all without Landlord being deemed guilty of trespass or becoming liable
for any loss or damage which may be occasioned thereby.

24. MORTGAGE SUBORDINATION

          This Lease shall be  subordinate  to the lien of any present or future
mortgage(s)  on  the  Premises.  Notwithstanding  the  automatic  nature  of the
subordination  described in this  Section,  Tenant  shall,  with due  diligence,
execute,  acknowledge  and  deliver  to  Landlord  or  its  mortgagee  or  other
designee(s),   any  and  all  standard  forms  of  documents   evidencing   such
subordination  as may be  reasonably  requested  by Landlord or by any  proposed
mortgagee.  If any  mortgagee  elects to have  Tenant's  interest  in this Lease
rendered superior in priority to that mortgagee's lien on the Premises,  then by
notice to Tenant,  this Lease shall be deemed superior to that mortgagee's lien,
whether  this Lease was executed  before or after  execution or recording of the
instrument   creating  that  mortgagee's   lien.  Any  such  attornment  and  or
subordination  referenced  in this Lease shall be  conditioned  on Tenants being
allowed to remain in the Premises on the terms otherwise set forth in this Lease
provided that Tenant is not in default of its obligations  under the Lease.  Any
subordination provision contained in the Lease, relating either to ground leases
or mortgages,  is subject to the express condition that so long as Tenant is not
in material  default under the Lease, (a) Tenant will not be made a party in any
action or proceeding  brought by any person having rights  superior to Tenant to
recover possession of the Premises or to foreclose any mortgage or for any other
relief  sought,  and (b)  Tenant's  possession  under  the  Lease  shall  not be
disturbed.  Landlord  agrees to  deliver  to Tenant  letters  from any holder of
rights superior to Tenant,  including mortgages and ground lessors,  recognizing
Tenant's  rights  hereunder,  such  delivery to take place as a condition of and
prior  to  the   Commencement   Date  of  Lease.   Anything   to  the   contrary
notwithstanding,   Landlord   shall

<PAGE>

only use its best efforts to obtain  non-disturbance  agreement from its present
mortgage lender(s).

25. ESTOPPEL OR OFFSET STATEMENTS

          Each party  shall,  upon the  reasonable  request from time to time of
Landlord, execute and deliver an estoppel or offset statement to the extent it's
accurate in the form of Exhibit "D" annexed hereto.

26. HOLDOVER

          In the event that Tenant shall for any reason  remain in possession of
the Premises  after the  expiration of the Term,  such  possession  shall at the
option  of  Landlord  be on a  month-to-month  basis  subject  to the  terms and
conditions of this Lease except as to duration of term and except that the Basic
Rent shall be two hundred  percent (200%) of that in effect at expiration of the
Term.  The  foregoing is not intended to afford to Tenant the right to remain in
possession of the Premises after expiration of the Term without Landlord's prior
written consent.

27. FORCE MAJEURE

          The period of time during  which  either party is prevented or delayed
in the making of any  improvements or repairs  (including but not limited to the
initial  Landlord  work  to  ready  the  Premises  for  Tenant's  occupancy)  or
fulfilling  any  obligation  required  under this Lease  with the  exception  of
obligations of the payment of Rent or Additional Rent, due to unavoidable delays
caused by fire,  catastrophe,  strikes, labor trouble, civil commotion,  Acts of
God or public  enemies,  government  prohibitions or regulations or inability to
obtain  materials or any other causes  beyond such party's  reasonable  control,
shall be added to such  party's  time for  performance  thereof,  and such party
shall have no liability by reason thereof.  It is understood,  not in limitation
of the generality of the foregoing,  that Landlord shall under no  circumstances
be liable to Tenant in damages or otherwise for any  interruption  in service of
water,  electricity,  heating,  air  conditioning  and/or  other  utilities  and
services  of any nature  caused by an  unavoidable  delay,  by the making of any
necessary repairs or improvements or by any cause beyond  Landlord's  reasonable
control.

28. ENTRY BY LANDLORD

          For a period  commencing  nine (9) months prior to the  termination of
this Lease,  Landlord may have reasonable access,  during business hours, to the
Premises  for the  purpose of  exhibiting  the same to  prospective  purchasers.
Landlord shall  exercise its right of access for such purposes,  if exercised at
all, upon reasonable  advance notice to Tenant and in a manner not 

<PAGE>

unreasonably to interfere with Tenant's  business at the Premises.  At all times
during  the Term,  Tenant  will  permit  Landlord,  its  agents,  employees  and
contractors,  and Lenders or  prospective  Lenders to enter the Premises  during
business  hours in order to inspect  the same and/or to enforce or carry out any
provision of this Lease.

29. BROKERS

          Each  party  represents  to the  other it knows of no  broker or other
person who introduced the parties to this  transaction  other than Atlantic Real
Estate Services and the Box Company,  who Landlord  authorized to represent them
in this  transaction  and for  whose  commissions  Landlord  shall be  liable by
separate  agreement.  In the  event  of a claim  by any  broker  or  person  for
commissions  arising out of a  misrepresentation  by one of the parties  hereto,
that party shall  indemnify and hold the other  harmless  from that claim,  such
indemnity  and hold  harmless  agreement to include  court costs and  reasonable
attorneys' fees incurred in respect to or in defense against such claim.

30. END OF TERM

          Upon expiration of the Term or other termination of this Lease, Tenant
shall  peaceably and quietly quit and surrender  the Premises,  broom clean,  in
good order and condition,  reasonable  wear and tear and damage by fire or other
casualty  excepted.  Tenant  shall  also,  subject to  Landlord's  rights  under
"Default and Remedies",  remove all trade fixtures and movable  partitions,  and
shall  repair any damage  caused in so moving and restore  the  Premises to such
condition as existed prior to installation of such fixtures and partitions.  All
Alterations  of Tenant  shall be left by Tenant  and  shall  remain  part of the
Premises except to the extent Landlord may have otherwise  specified in a notice
to Tenant given pursuant to Section 10 ("Alterations and Signage").  In addition
to the foregoing responsibilities,  Tenant shall, upon expiration of the Term or
other  termination  of this Lease,  restore all portions of the Premises to such
condition  as  existed  at the  Commencement  Date,  reasonable  wear  and  tear
excepted,  and  Tenant  shall  repair  any  damage  caused in so  restoring  the
Premises.

<PAGE>

31. LIABILITY OF LANDLORD

          Tenant  agrees that the  liability of Landlord  (or of any  subsequent
Landlord)  in the event of breach by  Landlord  shall be limited  to  Landlord's
interest in the  Landlord's  Tract known as 30  Technology  Drive,  Warren,  NJ.
Tenant  expressly  agrees that any  judgment  or award  which  Tenant may obtain
against Landlord shall be recoverable and satisfied solely out of said interest.
Tenant  shall have no  personal  rights  against any  principals  or partners of
Landlord,  and shall have no rights of lien or levy  against  other  property of
Landlord.

32. PERFORMANCE OF TENANT'S OBLIGATIONS

          If Tenant shall be in default hereunder, in any respect, Landlord may,
after giving  Tenant  requisite  notice  thereof and time to cure, at Landlord's
option and without waiving its rights hereunder,  cure such default on behalf of
Tenant, in which event Tenant shall, promptly upon demand by Landlord, reimburse
Landlord for all expenses incurred by Landlord in effecting such cure, including
but not limited to reasonable attorneys' fees, together with interest thereon at
eighteen  percent (18%) per annum  (whether or not elsewhere in this Lease it is
provided for Landlord to recover interest upon occurrence of a specified default
by Tenant and cure thereof by Landlord). In order to collect such reimbursement,
Landlord shall have all the remedies available under this Lease and/or by law or
equity for a default in the payment of Rent.  Tenant  shall also be  responsible
for all reasonable  attorneys'  fees incurred by Landlord in connection with any
default by Tenant,  and the  enforcement  by  Landlord of any  covenant  made by
Tenant.

33. FLOOR LOADS

          Tenant shall not place a load upon any floor of the Premises exceeding
the floor load per square foot area which it was  designed to carry and which is
allowed by law. Any  equipment or property of any nature  placed or installed by
Tenant in the Premises shall be placed and maintained in settings  sufficient to
absorb and prevent vibration, noise and annoyance.

34. ENVIRONMENTAL PROVISIONS.

         A. Additional Definitions .For purposes of this Section,

               (a) "Regulated  Substances" include any contaminants,  materials,
substances.  pollutants,  dangerous  substances  or any  "hazardous  wastes"  or
"hazardous substances" as defined in or pursuant to the Industrial Site Recovery
Act (N.J.S.A.  13:1K-6 et seq.) ("ISRA"), the Spill Compensation and Control Act
(N.J.S.A.  58:10-23.11 et seq.), the Resource  Conservation and Recovery Act (42
U.S.  Section  6901  et  seq.),  the   Comprehensive   Environmental   Response,
Compensation  and  Liability  Act (42 U.S.C.  Section 9601 et seq.) or any other
state  or  federal  environmental  or  occupational  health  or  safety  law  or
regulation  and any  amendment  of or  rule,  regulation,  order,  directive  or
guidance issued thereunder ("Environmental Requirements").

               (b) "Enforcement  Notice" means a summons,  citation,  directive,
order,   claim.   litigation,   investigation,   judgment,   letter   or   other
communication,  written  or oral,  actual  or  threatened,  from the New  Jersey
Department   of   Environmental   Protection   ("NJDEP"),   the  United   States
Environmental Protection

<PAGE>

Agency("USEPA")  or other  federal,  state or local agency or authority,  or any
other entity or any  individual,  concerning any  intentional  or  unintentional
action or omission resulting or which might result in the Releasing of Regulated
Substances into the air, waters or groundwaters.  or onto the lands of the State
of New Jersey,  or into the air or waters outside the  jurisdiction of the State
of New Jersey  where damage may have  resulted or may result to the air,  lands,
waters, groundwaters,  fish, shellfish,  wildlife, biota, air or other resources
owned,  managed,  held in  trust or  otherwise  controlled  by,  or  within  the
jurisdiction  of, the State of New Jersey,  or into the  "environment,"  as such
term is defined in 42 U.S.C. 9601(8).

               (c) "Releasing" or "Release" means releasing,  spilling, leaking,
pumping,  pouring,  emitting,  emptying,   discharging,   injecting,   escaping,
leaching, disposing or dumping.

          B. No  Regulated  Substances.  The  Premises  shall not be used and/or
occupied to generate,  manufacture,  refine,  transport,  treat, store,  handle,
dispose,  transfer  or process  Regulated  Substances,  except  for the use,  in
accordance with law, of such substances in de minimus amounts as is customary in
connection  with the  Permitted  Use.  Tenant shall  comply with all  applicable
federal, state and local environmental laws, ordinances,  rules and regulations,
and shall obtain and comply with any and all permits  required  thereunder.  The
Tenant shall not suffer or permit (a) any intentional or unintentional action or
omission  of the  Tenant or any other  occupant,  user  and/or  operator  of the
Premises,  resulting  in the  Releasing of  Regulated  Substances  into the air,
waters or  groundwaters,  or onto the lands of the State of New Jersey,  or into
the air or the waters outside the  jurisdiction of the State of New Jersey where
damage may result to the air,  lands,  waters,  groundwaters,  fish,  shellfish.
wildlife,  biota,  air or  other  resources  owned,  managed,  held in  trust or
otherwise controlled by, or within the jurisdiction of, the State of New Jersey,
or (b) any Enforcement Notice or any facts which might result in any Enforcement
Notice with respect to the Premises.

          C. ISRA  Compliance.  In connection with the termination of this Lease
or Tenant's  operations  hereunder or the change of ownership or other status of
Tenant or other person acting by,  through or under Tenant.  Tenant shall obtain
ISRA  clearance,  which for the purpose of this Lease  means that  Tenant  shall
either (a) obtain from the NJDEP a "Letter of NonApplicability,  " or (b) submit
to and obtain  the  approval  by the NJDEP of a  "Negative  Declaration"  or (c)
obtain the issuance by NJDEP of a "No Further  Action  Letter"  pursuant to ISRA
and applicable  regulations,  guidance and guidelines  implementing  ISRA ("ISRA
Requirements") and the Environmental Requirements.  As part of its obligation to
obtain either a "Negative  Declaration"  or a "No Further  Action Letter" ("ISRA
Compliance"),  Tenant  shall  prepare and submit to NJDEP a General  Information
Notice and perform and 

<PAGE>

report  to NJDEP on, as  appropriate,  a  Preliminary  Site  Assessment,  a Site
Investigation,  a Remedial Investigation and a Remedial Action Workplan.  Tenant
shall  also,  as part of its  compliance  with  ISRA  Requirements,  obtain  and
maintain a remediation  funding  source in form and amount  acceptable to NJDEP.
The Tenant agrees not to submit any Remedial  Action Workplan (or its regulatory
equivalent)  which would  return the  Premises to the Landlord at the end of the
Term in a condition  which  includes  the presence of  Regulated  Substances  in
concentrations  which were not  present at the  Premises on the date when Tenant
first used or occupied the Premises. The Tenant warrants and represents that the
Standard Industrial Code ("SIC") classification for the activities to be carried
on within the Premises is 3829,  which is the SIC for the Permitted  Use, and no
other activities shall be conducted on the Premises.  In any event, Tenant shall
have the sole and exclusive responsibility to comply at its own cost and expense
with ISRA (subject to Tenant's right of  indemnification as set forth in Section
8.4.2) in  connection  with the  termination  of this  Lease,  any sale or other
change in of Tenant,  the cessation of Tenant's  operations on the Premises and,
to the extent any tests,  sampling or remediation  are required on, at, or under
the Premises in connection with a change in ownership of Landlord's  interest in
the Premises (Landlord being responsible for filing fees in such case). Landlord
shall cooperate with Tenant by supplying Tenant with relevant information within
Landlord's exclusive control.  Notwithstanding  anything to the contrary herein,
Landlord  shall not be required to enter a Deed  Restriction  or  undertake  any
other  institutional  control in aid of  Tenant's  ISRA  compliance  obligation.
Tenant shall commence its compliance  efforts at least 6 months prior to the end
of the Term and diligently pursue such efforts to conclusion.  Tenant shall keep
Landlord  fully  informed of its  progress in  obtaining  the ISRA  clearance by
sending a copy of all correspondence and documents to Landlord and by delivering
an ISRA Compliance  status report to Landlord every 30 days during the six-month
clearance period. It is understood and agreed by Tenant that Landlord shall have
the  right  to  rely  on and  shall  rely  on all  statements,  representations,
warranties and undertakings made by Tenant to the NJDEP pursuant to this Section
8 as if such statements,  representations,  warranties and undertakings had been
made  directly to the Landlord.  If Tenant fails to obtain ISRA  clearance on or
before  the  end of the  Term,  and  if  such  failure  prevents  Landlord  from
re-renting all or any portion of the Premises,  then without  limiting any other
liability  of Tenant to Landlord  resulting  from its default  under this Lease.
Tenant shall be liable to Landlord as a holdover  tenant for such portion of the
Premises.

        D. Indemnity.

               (a) Tenant  Indemnity.  Tenant hereby agrees to save, defend with
counsel  reasonably  satisfactory  to  Landlord,  

<PAGE>

indemnify and hold harmless  Landlord and its principals.  officers,  directors,
trustees,  agents and  employees,  from and against any and all claims'  losses,
liabilities,  damages  and  expenses  (including  reasonable  cleanup  costs and
attorneys  fees  arising  under  this  indemnity)  which may arise  directly  or
indirectly  from any use or any Release of Regulated  Substances on or under the
Premises,  and losses of and claims  against  Landlord  resulting  from Tenant's
failure to comply  strictly with the  provisions of this Section 8, with respect
to the Term of this Lease and any other period of  possession of the Premises by
Tenant. Tenant shall have no liability for any consequential, punitive, or other
speculative  damages  suffered  by  Landlord  or by any party  claiming  through
Landlord.

               (b) Landlord  Indemnity.  Landlord hereby agrees to save,  defend
with counsel  reasonably  satisfactory  to Tenant,  indemnify  and hold harmless
Tenant and its principals,  officers, directors, trustees, agents and employees,
from and against any and all claims, losses,  liabilities,  damages and expenses
(including  reasonable  cleanup  costs and  attorneys  fees  arising  under this
indemnity)  which may arise  directly or  indirectly  from the use or Release of
Regulated  Substances on or under the Premises prior to the  Commencement  Date.
Landlord  shall have no  liability  for any  consequential  damages  suffered by
Tenant or by any party claiming through Tenant.

          E.  Environmental  Inspections.  At the request of Landlord during and
after the Term,  in the event of an  Enforcement  Notice or other  circumstances
leading Landlord  reasonably to conclude that an Enforcement  Notice could issue
relating to occurrences during the Term of this Lease or otherwise  attributable
to  Tenant's  use or  occupancy  of the  Premises  and  if  Landlord  reasonably
determines that it would be advantageous to hire an environmental  consultant to
provide  advise  and/or  remedy the  condition,  then the Tenant  will retain an
environmental  consultant  acceptable  to the Landlord to conduct a complete and

<PAGE>

thorough on-site inspection of the Premises,  including a geohydrological survey
of soil and  subsurface  conditions  as well as other tests,  to  determine  the
presence  of  Regulated  Substances,  and the  consultant  shall  certify to the
Landlord whether, in his professional judgment, there exists any evidence of the
presence of Regulated Substances on, in or under the Premises.

          F. Other  Laws;  Survival.  Whenever  the terms  ISRA,  Spill Fund and
similar terms and  regulatory  and statutory  references are used in this Lease,
they shall be deemed to include any  similar,  predecessor,  future or successor
regulatory  and statutory  references  and/or terms under past or future laws as
may apply to the Premises and its use and occupancy  under this 

<PAGE>

Lease.  Tenant's  obligations under this Section 8 shall survive the termination
of this Lease.

          G. Landlord represents to the best of its knowledge, that there are no
adverse  environmental  conditions in, around or affecting the Landlord's Tract,
including the presence of asbestos, radon gas or PCBs.

35. INVALIDITY OF PARTICULAR PROVISIONS

          Wherever in this Lease any portion or part  thereof has been  stricken
out, whether or not any relative  provision has been added,  this Lease shall be
read and construed as if the material so stricken were never included herein and
no  implication  shall be drawn from the text of the materials so stricken which
would be inconsistent in any way with the construction or  interpretation  which
would be appropriate if such material were never contained herein.

36. GENDER AND PERSON

          Words of any gender  used in this Lease  shall be held to include  any
other  gender,  and words in the  singular  number  shall be held to include the
plural, when the sense of the words require same.

37. MODIFICATION

          This  Lease may not be  modified  except by an  instrument  in writing
signed by the parties hereto.

38. COVENANTS TO BIND RESPECTIVE PARTIES

          The  covenants and  agreements  contained in this Lease shall inure to
the  benefit of the  parties  hereto  and their  heirs,  legal  representatives,

<PAGE>

successors  and  permitted  assigns  and  subject to  Section  21  ("Attornment;
Definition of Term "Landlord"'),  shall be binding on the parties hereto,  their
heirs, legal representatives, successors and assigns.

39. NO WAIVER OF BREACHES

          The failure of Landlord or Tenant to insist upon strict performance of
any of the  covenants  or  conditions  of this Lease or to  exercise  any option
herein conferred in any one or more instances shall not be construed as a waiver
or relinquishment  for the future of any such covenants,  conditions or options,
but the same  shall be and  remain  in full  force  and  effect.  Acceptance  by
Landlord  of current  rent shall not be deemed a waiver of past  obligations  of
Tenant,  nor shall acceptance by Landlord at any time of any monies preferred by
Tenant constituting less than the entire amount of rent then due be deemed other
than  receipt  of 

<PAGE>

partial  payment on account of the rent due, and shall not  constitute an accord
or satisfaction.

40. CAPTIONS

          Captions  have been used solely for the sake of reference and shall in
no way govern or affect the interpretation hereof.

41. THIS SECTION INTENTIONALLY DELETED.

42. INTEGRATION

          The agreements  contained in this Lease  constitute the full and final
agreement  between the parties hereto as to the subject  matter hereof,  and all
prior agreements or writings of any nature between the parties hereto are hereby
superseded  and are integrated  herein.  This Lease may not be amended except in
writing signed by both parties hereto.

43. JOINT AND SEVERAL LIABILITY

          In the event that two or more individuals, corporations,  partnerships
or other business  associations  (or any  combination two or more thereof) shall
sign this Lease as Tenant,  the liability of each such individual,  corporation,
partnership  or other  business  association  to pay rent and  perform all other
obligations  hereunder shall be joint and several.  In like manner, in the event
that the Tenant  named in this Lease shall be a  partnership  or other  business
association  the  members  of which are,  by virtue of  statute or general  law,
subject to personal  liability,  then and in that event,  the  liability of each
such member shall be joint and several.

44. NO OPTION OR OFFER

          The  submission of this Lease for  examination  does not  constitute a
reservation  to lease,  or option to lease the Premises  and this Lease  becomes
effective only upon execution hereof by Landlord,  Tenant and any guarantor,  if
any.

45. CHANGES REQUIRED BY LENDER

          Tenant shall consent in writing to any changes in this Lease  required
by any prospective mortgage lender provided that no such changes shall adversely
affect Tenant's rights hereunder or increase Tenant's obligations hereunder.

46. CONSENTS AND APPROVALS

          Unless it is  provided  in this  Lease that a party  hereto  shall not
unreasonably  withhold a consent or approval  required to

<PAGE>

be  received  from that  party,  the  consent or  approval  shall be at the sole
discretion of the party  required to give same.  The  withholding  of consent or
approval in  contravention  of any requirement of this Lease shall not afford to
the other party a right to damages of any nature on account of such  withholding
or on account of any delay in the granting of the consent or  approval,  but the
sole  remedy of the other  party  shall be to  maintain  an action for  specific
performance.

47. WAIVER OF JURY TRIAL

          The  parties  waive  the right to a jury  trial  with  respect  to any
action,  including an action for damage or injury,  arising out of this Lease or
Tenant's use or occupancy of the Premises.

48. NO LEASE RECORDING

          Tenant  agrees  that it will not record  this Lease or any  memorandum
hereof.

49. AMENDMENTS

          This Lease form shall not be changed in format or  context,  except by
rider or amendment.

50. SCHEDULES AND EXHIBITS
 
          The following  schedules  and exhibits are enclosed  herein and made a
part hereof:

                  Exhibit "A" Floor Plan of Demised Premises
                  Exhibit "B" Landlord's Tract
                  Exhibit "C" Lease Payment Schedule
                  Exhibit "D" Estoppel of Mortgage
                  Exhibit "E" Landlord's Work letter
                  Schedule 1 Initial Alterations/Reserved Space

<PAGE>

51.  RELOCATION

          Landlord  hereby  reserves  the right,  at its sole  expense and on at
least  sixty  (60) days prior  written  notice,  to  require  Tenant to move the
warehouse  portion of the Premises to other space  within the  Building  Area of
comparable  size (+- 700 sq. ft.) in order to permit Landlord to consolidate the
space  leased to Tenant with any other  space  leased or to be leased to another
Tenant.  In the event of any such  relocation,  Lessor will pay all  expenses of
preparing  the new  premises so that they will be  substantially  similar to the
Premises  from which  Tenant is moving and Lessor  will also pay the  expense of
moving Tenant's equipment to the relocated  premises.  In such event, this Lease
and each and all of the terms,  covenants and conditions hereof, shall remain in
full force and  effect  and  thereupon  be deemed  applicable  to such new space
except that the  description  of the Premises shall be revised and if applicable
Tenant's  Percentage and Rental shall  likewise be revised.  Tenant shall not be
responsible for any restoration of the vacated space.

52.  SATELLITE COMMUNICATION DISH

          A. Tenant shall have the right with Landlord's approval to install and
maintain one (1) satellite  communications dish on the roof of the Building in a
location  acceptable to Landlord.  Landlord in its sole and absolute  discretion
may withhold its consent if the satellite dish is visible from the ground or any
other building and if Landlord feels it would damage or devalue its Building.

          B. The  Tenant  shall  bear the full cost of the  installation  of the
satellite  dish,  including  Landlord  approved  modifications  to the  Building
required for the installation:


          (a)  The Tenant shall coordinate with the Landlord the actual location
               of the  installation on the roof of the Building,  interfering to
               the least extent possible with the actual and/or potential use of
               the Building.

          (b)  The Tenant shall secure all applicable building permits,  FAA and
               FCC approvals,  and any other state and/or local agency approvals
               required for the installation, and provide copies to the Landlord
               as required. The Tenant shall provide installation specifications
               and  drawings  required  for the  determination  of  installation
               suitability.

          (c)  If required by local codes or ordinances, the Tenant shall supply
               stamped   engineering   drawings  for  the  state  in  which  the
               installation is to be accomplished,  certifying that the proposed
               site  will  safely  and  legally   support  the  satellite   dish
               installation.

          (d)  The Tenant shall install, maintain, and at the end of the Term of
               this Lease and its extensions, remove the satellite dish all in a
               manner  which does not disturb the  watertight  integrity  of the
               Building  and restore the  Building  to its  original  condition.
               Landlord  shall  have the  right to  increase  Tenant's  security
               deposit  to cover the cost of  removing  the  satellite  dish and
               restoring the Building to its original condition.  If Tenant does
               not maintain the  satellite  dish,  Landlord may do so and charge
               Tenant the cost thereof as additional rent.

<PAGE>

          (e)  Prior tot he operation of the  satellite  dish,  the Tenant shall
               certify that the radio frequency  transmissions  of the satellite
               dish will not  endanger  persons in the  Premises or  surrounding
               premises.  The  Tenant  shall  hold the  Landlord  blameless  and
               indemnify  the  landlord  from any and all  claims  arising  from
               satellite dish.

          (f)  The Tenant shall insure that the  installation is accomplished so
               that the satellite dish is securely attached to the roof, and the
               Tenant  assumes  total  responsibility  for any and all  physical
               damage which might be caused by the satellite  dish,  its support
               equipment,   or  any  consequential   damages  that  might  arise
               therefrom.

          (g)  Tenant will not assign, transfer, pledge or otherwise hypothecate
               the rights to the use of the satellite dish. IN WITNESS  WHEREOF,
               the parties  hereto have  hereunder set their hands and seals the
               day and year first above written.

                            [SIGNATURES NEXT PAGE]

<PAGE>

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





ATTEST:                                     TENANT:
                                            BARRINGER TECHNOLOGIES, INC.



/s/John Boyle III                           /s/ Richard S. Rosenfeld
                                                Vice-President



WITNESS:                                    LANDLORD:
                                            MT. BETHEL CORPORTE CENTER



/s/Edward J. Darden                         By:/s/ John R. Gottra




<PAGE>


                                   EXHIBIT C

                             LEASE PAYMENT SCHEDULE
                                       for
                          BARRINGER TECHNOLOGIES, INC.

 Rental                                              Annual            Monthly
 Period                     Rentable Area           Basic Rent        Basic Rent

7/1/98 -                    Office
6/30/2008                   21,128 sq. feet        $348,612.00       $29,051.00
7/1/98 -                    Warehouse              $ 38,500.00       $ 3,208.33
6/30/2008                   7,000 sq. feet
Total Basic Rent Due                               $387,112.00       $32,259.33


          During the first one hundred twenty days 120 days of Term,  Tenant may
utilize the entire Premises during Tenant's initial fix-up and Alterations,  but
shall only be obligated to pay Basic Rent and Additional Rental based upon 12000
square feet of office  space and 5,000  square  feet of  warehouse  space.  Upon
inspection of such work, the following revisions shall apply:

          (a) During the first 18 months of the Lease, Tenant shall pay for only
12,000 sq. feet of office space unless Tenant utilizes more than 12,000 sq. ft.,
in which event they will pay rent on the entire  21,128 sq. feet. If Tenant does
not use the 12,000 sq. ft. during the first 18 months,  Tenant will be obligated
to pay Basic  Rent and  Additional  rent for the  12,000  sq.  feet but shall be
obligated  after 18 months to pay Basic Rent and Additional  Rent for the entire
21,128  sq.  ft. If Basic  Rent is only  being paid for 12,000 sq. ft. of office
space the annual rent for that  portion  will be $198,000  and the monthly  rent
will be $16,500.

          (b)  Tenant  shall pay for  warehouse  space of 5,000 sq.  feet  until
August 31,  2001 at which time it will be  obligated  to pay for 7,000 sq.  feet

<PAGE>

until  August 31, 2001 at which time it will be  obligated  to pay for 7,000 sq.
ft. If Tenant  utilizes any more than 5,000 sq. ft.,  before August 31, 2001, it
will be  obligated  to pay for a full  7,000 sq. ft. If Basic Rent is only being
paid for 5,000 sq. ft. of warehouse space, the annual rental will be $27,500 and
the  monthly  rental  will be  $2,291.67.  

          (c)  Limited to the first one  hundred  twenty  days (120) days of the
Term the incidental use of space for temporary  storage,  access, to other space
or similar limited purposes shall not be deemed utilization by Tenant.

          Increase in rent for 2nd five years of lease shall be as follows:

          The Yearly  Basic Rent to be paid during the period  7/1/2003  through
6/30/2008  shall  accrue at the rate equal to the Yearly  Basic Rent paid during
the fifth year of the lease  Term,  Three  Hundred  Eighty  Seven  Thousand  One
Hundred Twelve Dollars  ($387,112.00),  increased by the aggregate of the annual
percentages  of increase  (subject to the  limitations  set forth  below) in the
index now know n as the Revised  Consumer Price Index for All Urban Consumers of
the New York,  N..Y. - Northeastern,  new Jersey area as published by the Bureau
of Labor  Statistics  of the  United  States  Department  of labor  (hereinafter
"Index")  between  7/1/1998 and 6/30/2003,  but in no event less than the yearly
Basic Rent paid for the Demised Premises from 7/1/1998 through 6/30/2003.  If at
the time required for the  determination of the renewal rent the aforesaid Index
is no longer  published or issued,  the parties shall use such other index as is
then  generally  recognized and accepted for similar  determinations  of cost of
living increase.  The increase for consumer price index shall be a minimum of 2%
and a maximum of 5% per year.

          For example, if the annual increases in the index are as follows,

     Year                                                           Applied
 Ending 6/30                    Increase                            Increase

    1999                           1%                                  2%
    2000                           2%                                  2%
    2001                           8%                                  5%
    2002                           4%                                  4%
    2003                          -3%                                  2%

   Total                          12%                                 15%



then the Basic  Rent  for  years  5  through 10 of the Term shall be 115% of the
Basic Rent for the first 5 years of the Term.

<PAGE>


                                   SCHEDULE D

                           LEASE ESTOPPEL CERTIFICATE

Landlord:

Tenant:

Premises:

Area:                Lease Date:


     The  undersigned  Landlord  and Tenant of the  above-referenced  lease (the
"Lease")  hereby ratify the Lease and certify to Lender as mortgagee of the Real
Property of which the premises  demised  under the Lease (the "Premises")  is a
part, as follows:

     1. That the term of the Lease commenced on ________________________ 199 and
the Tenant is in full and complete  possession of the premises demised under the
Lease and has commenced full occupancy and use of the Premises,  such possession
having been  delivered by the original  landlord and having been accepted by the
Tenant.

     2. That the Lease calls for monthly rent installments of $ ________________
to  date  and  that  the  Tenant  is  paying  monthly  installments  of  rent of
$_______________   which   commenced   to   accrue  on  the   ________   day  of
_____________________, 199 .

     3. That no advance rental or other payment has been made in connection with
the Lease, except rental for the current month, there is no "free rent" or other
concession  under the remaining  term of the lease and the rent has been paid to
and including __________________ 199 .

     4. That a security  deposit in the amount of $  _________________  is being
held by Landlord,  which amount is not subject to any set-off or reduction or to
any increase for interest or other credit due to Tenant.

     5. That all obligations and conditions  under said Lease to be performed to
date by landlord or Tenant have been  satisfied,  free of defenses  and set-offs
including construction work in the Premises.

     6.  That the  Lease is a valid  lease  and in full  force  and  effect  and
represents the entire agreement  between the parties;  that there is no existing
default  on the part of the  Landlord  or the  Tenant  in any of the  terms  and
conditions  thereof and no event has occurred which, with the passing of time or
giving of notice or both,  would  constitute an event of default;  and that said
Lease has: (initial one)

     (__) not  been  amended,  modified,  supplemented,   extended,  renewed  or
          assigned.

     (__) been amended modified, supplemented,  extended, renewed or assigned as
          follows      by     the      following      described      agreements.
          ______________________________________________________________________

     7. That the Lease provides for a primary term of  ________________  months;
the term of the Lease expires on the _____ day of _____________,  199 ; and that
(initial one)

     (__) neither the Lease nor any of the  documents  listed above in Paragraph
          6, (if any), contain an option for any additional term or terms.

     (__) the Lease and/or the documents  listed above in Paragraph 6 contain an
          option for ______________  additional term(s) of _____________ year(s)
          and  _______________  month(s)  (each ) at a rent to be  determined as
          follows:                                     _________________________
          ______________________________________________________________________
          _____________________________________________________________________.

     8. That  Landlord has not  rebated,  reduced or waived any amounts due from
Tenant under the lease,  either orally or in writing,  nor has Landlord provided
financing for, made loans or advances to, or invested in the business of Tenant.

     9. That, to the best of Tenant's knowledge,  there is no apparent or likely
contamination of the Real Property of the Premises by Hazardous  Materials,  and
Tenant  does not  use,  nor has  Tenant  disposed  of,  Hazardous  Materials  in
violation of Environmental Laws on the Real Property or the Premises.

     10. That there are no actions,  voluntary or  involuntary,  pending against
the Tenant under the bankruptcy laws of the United States or any state thereof.

     11. That this certification is made knowing that Lender is relying upon the
representations herein made.

Date:                                  Tenant _______________________________
                                              _______________________________
                                       By:    _______________________________
                                       
                                       Typed Name:
                                       Title

Date:                                  Landlord _____________________________
                                                _____________________________
                                       By:      _____________________________
                                       
                                       Typed Name:
                                       Title


<PAGE>

                                    EXHIBIT E

                               LANDLORD WORK LETTER

     Landlord  will  contribute  the  equivalent  of $8.50 per sq. feet based on
21,128 sg. Ft. for the Teneant improvements ($179,588.00).  This allowance shall
be given in the form of free  Basic  Rent  commencing  with the  August  1, 2001
rental payment. Free Basic Rent shall be given until the amount of the allowance
is utilized in full.  It is  understood  that the Landlord will erect a floor to
ceiling  fence in the  Warehouse  to separate  the 7,000 sq. Ft set forth int he
Lease from the balance of the warehouse  space.  The cost of said fence shall be
the responsibility of the Landlord.