<PAGE>

RRK

4/27/81



                                   LEASE



                                  Between



                        HEIGHTS PLAZA ASSOCIATES,



                                         Landlord



                                   and



                 AUTOMATED MEDICAL LABORATORIES, INC.,



                                         Tenant



                          Dated: April 30, 1981





                    SHAVICK, SCHOTZ, NADLER & KONNER
                          COUNSELORS AT LAW
                        411 Hackensack Avenue
                          Continental Plaza
                    Hackensack, New Jersey  07601

<PAGE>

                           TABLE OF CONTENTS


                                                            Page
                                                            ----

Preamble                                                      1
     Basic Lease Provisions and Definitions                   1

Article
     1     Demise of Premises                                 2
     2     Term                                               2
     3     Rent                                               2
     4     Fixed Rent Adjustments                             2
     5     Security                                           4
     6     Completion and Possession                          5
     7     Use of Premises                                    6
     8     Repairs, Replacement, Alterations                  6
     9     Tenant Covenants                                   7
     10    Landlord's Services                                9
     11    Assignment, Subletting, Etc.                      13
     12    Landlord's Rights                                 14
     13    Damage by Fire, Etc.                              15
     14    Condemnation                                      16
     15    Compliance with Laws                              16
     16    Damage to Property                                17
     17    Subordination                                     17
     18    Notice                                            18
     19    Conditions of Limitation                          19
     20    Re-Entry by Landlord                              20
     21    Damages                                           20
     22    Waiver of Trial by Jury                           21
     23    Lease Contains all Agreements                     21
     24    No Waivers                                        21
     25    Parties Bound                                     22
     26    Curing Tenant's Defaults                          22
     27    Miscellaneous                                     23
     28    Inability to Perform                              24
     29    Abandoned Personal Property                       24
     30    Exculpation                                       24
     31    Article Headings                                  24
     32    Quiet Enjoyment                                   24
     33    Arbitration                                       24
     34    Holding Over                                      25
     35    Cancellation                                      25
     36    Option to Renew                                   25

<PAGE>

                            AGREEMENT OF LEASE

Between HEIGHTS PLAZA ASSOCIATES, a partnership
                                   (hereinafter called "Landlord"), and

Automated Medical Laboratories, Inc., a Florida corporation
                                   (hereinafter called "Tenant").

                               PREAMBLE
                               --------
BASIC LEASE PROVISIONS AND DEFINITIONS.

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

     (1)  Date of Lease: April 30, 1981

     (2)  Exhibits:

          The following Exhibits attached to this lease are incorporated
herein and made apart hereof:
          Exhibit A:              Lease Plan(s)
          Exhibit B:              Landlord's Work
          Exhibit C:              Rules and Regulations
          Exhibit D:              Janitorial Services

     (3)  Building: Heights Plaza, 777 Terrace Avenue, Hasbrouck Heights,
                    New Jersey 07604

     (4)  Premises or demised premises: outlined in red on Exhibit A

     (5)  Land: Lot 1-D in Block 162 and Lot 4-A in Block 134-A on
          Tax Assessment Map of Hasbrouck Heights and Lot 16A in Block
          109-A on Tax Assessment Map of Hackensack, Bergen County,
          New Jersey.

     (6)  Term.  Four (4) years and nine (9) months

     (7)  Fixed rent: per annum the sum of $33,033.70

     (8)  Tenant's Rentable Area: 2,302 Square Feet.

     (9)  Tenant's Percentage: 1.24%

     (10) Base year: 1981

     (11) Electric Energy Charge: $1,611.40

     (12) Parking spaces: Eight (8), two of which shall be reserved

     (13) Security: $8,661.27

     (14) Commencement date:  July 1, 1981

     (15) Termination date:  March 31, 1986

     (16) Permitted use:  Executive and administrative offices

     (17) Tenant's address:  8405 Executive Center Drive, Miami, Florida
                             33166

     (18) Landlord's address:  P.O. Box 2187
                               South Hackensack, New Jersey  07601
     (19) Broker:  Cushman & Wakefield of New Jersey, Inc.

<PAGE>  1

                                 WITNESSETH:

     1.   DEMISE OF PREMISES.  Landlord does hereby lease and demise to
          ------------------
Tenant, and Tenant does hereby hire and take from Landlord, upon and subject
to the covenants, agreements terms, provisions and conditions of this Lease,
the premises for the term.  Parking areas on the Land shall not be con-
sidered part of the premises; however, Tenant shall have the privilege to
use the number of parking spaces designated in the Preamble to this Lease
as long as Tenant is not in violation of any Rules and Regulations per-
taining thereto, which privilege may not be assigned, sublet or transferred
in any way by Tenant except in conjunction with a permitted assignment or
subletting hereunder.  Landlord reserves the right, from time to time, to
assign and re-assign to Tenant and other tenants of the Building specific
parking spaces, and Tenant agrees to be bound thereby.

     2.   TERM.  The term shall commence on the commencement date (subject
          ----
to Article 9 hereof) and shall end on the termination date or on such other
date as the term may expire to be terminated pursuant to the provisions of
this Lease or pursuant to law.

     3.   RENT. (a)  The fixed rent shall be payable in equal monthly
          ----
installments in advance on the first day of each and every calendar month
during the term (except that Tenant shall pay the first monthly installment
on the execution hereof), plus such additional rent and other charges as
shall become due and payable hereunder, which additional rent and other
charges shall be payable as hereinafter provided; all of which shall be
paid to Landlord at Landlord's address, or at such other place or to such
other person as Landlord may designate, in lawful money of the United States
of America.  Fixed rent, additional rent and other charges hereunder are
sometimes collectively referred to herein as "rent."

          (b)  Tenant does hereby covenant and agree to pay the rent
herein reserved as and when the same shall become due and payable, without
demand therefor and without any set-off or deduction whatsoever, and to
keep and perform, and to permit no violation of, each and every one of the
covenants, agreements, terms, provisions and conditions herein contained
on the part and on behalf of Tenant to be kept and performed.

          (c)  Landlord reserves the right to require Tenant to pay as
additional rent hereunder interest at the rate of one and one-half
(1-1/2%) per cent per month based upon the rate of eighteen (18%) per
cent per annum on all payments of rent hereunder which are made more than
ten (10) days after the due date thereof; provided, however that in no
event shall the interest rate exceed the maximum permitted by law.  In the
event Tenant fails or refuses to pay rent hereunder and Landlord institutes
suit for the collection of same, Tenant agrees to reimburse Landlord as
additional rent hereunder, for all reasonable expenses incurred by Landlord
in connection therewith, including, but not limited to, reasonable
attorney's fees.

          (d)  Whenever in this Lease Tenant is required to pay additional
rent or other charges to Landlord, Landlord shall have all remedies for
the collection thereof that it may have for the non-payment of fixed rent
hereunder.

          (e)  If, by reason of any of the provisions of this Lease, the
obligation of Tenant to commence the payment of rent under this Lease
shall be on any day other than the first day of a calendar month, the rent
for such calendar month shall be prorated based upon one-thirtieth (1/30th)
thereof per diem.

     4.   FIXED RENT ADJUSTTMENT. (a) As used in, and for the purposes of
          ----------------------
this Article:

          (i)   "taxes" shall mean real estate taxes and assessments,
special or otherwise levied upon or with respect to the Building and the
Land, imposed by Federal, State or local governments (but shall not include
income, franchise, capital stock, estate or inheritance taxes or taxes based
on receipts of rentals, unless the

<PAGE>  2

same shall be in substitution for or in lieu of a real estate tax or
assessment) and any personal property taxes imposed upon the fixtures,
machinery, equipment, apparatus, systems and appurtenances in, upon or
used in connection with the Building and Land for the operation thereof,
provided that if, because of any change in the method of taxation of real
estate, any other or additional tax or assessment is imposed upon Landlord
or upon or with respect to the Land and/or Building or the rents or income
therefrom, as or in substitution for or in lieu of any tax or assessment
which would otherwise be a real estate tax, or personal property tax of
the type referred to above, such other tax or assessment shall also be
deemed a real estate tax.

          (ii)  "tax base" shall mean taxes in the amount of $158,165.45.

          (iii) "operating expenses" shall mean and include those expenses
incurred in respect to the operation, maintenance and safekeeping of the
Land and Building in accordance with accepted principles of sound manage-
ment and accounting practices as applied to the operation, maintenance and
safekeeping of non-institutional first class office buildings, including a
management fee equal to 3 1/2% of the gross rents of the Building.  Such
expenses shall not include (1) expenses for any capital improvements made
to the Land or Building, except that capital expenses for improvements
which result in savings of labor costs shall be included at the lesser of
the cost of such improvement amortized over the useful life of the improve-
ment and the annual savings in labor costs resulting from the improvement;
(2) expenses for painting, redecorating or other work which Landlord, at
its expense, performs for Tenant or for any other tenant in leased areas
of the Building other than painting, redecorating or other work which is
standard for or periodically performed in the Building; (3) expenses for
repairs or other work occasioned by fire, windstorm or other insured
casualty; (4) lease commissions, advertising expenses and expenses for
leasing and renovating space for tenants; (5) legal expenses in enforcing
the terms of any lease; (6) interest and amortization payments on any
mortgage or mortgages, and rental under any -round or underlying lease or
leases; (7) wages, salaries or other compensation paid to any person not
directly involved in the operation, maintenance or safekeeping of the
Building; (8) expenses for restoration of the Building required as a
result of a condemnation; (9) taxes; and (10) electricity paid for by any
tenant of the Building.

          (iv)  "base expenses" shall mean operating expenses in the amount
of One Hundred Ninety-One Thousand Six Hundred Fifty-Nine Dollars and
Thirty-One Cents ($191,659.31).

          (v)   "lease year" shall mean each calendar year in which occurs
any part of the term subsequent to the base year.

          (vi)  "tax year" shall mean each calendar year in which occurs
any part of the term.

          (b)  As soon as practicable after each lease year, Landlord will
furnish Tenant a statement which shall show a comparison of the operating
expenses for the preceding lease year to the base expenses.  On the first
day for the payment of fixed rent hereunder following the furnishing of
such comparative statement, (i) Tenant shall pay to Landlord a sum (the
"expense increase") equal to Tenant's Percentage of the increase, if any,
of the operating expenses for the preceding lease year over the base
expenses; (ii) Tenant shall pay to Landlord a sum equal to one-twelfth
(1/12th) of the expense increase multiplied by the number of months then
elapsed commencing with the first day of the current lease year and, in
advance, one-twelfth (1/12th) of the expense increase in respect of the
then current month; and (iii) thereafter, until a different comparative
statement shall be submitted to Tenant as above provided, the monthly
installments of fixed rent payable under this Lease shall be increased
by an amount equal to one-twelfth (1/12th) of the expense increase.

          (c)  As soon as practicable after the base year, Landlord will
furnish Tenant a statement which shall show a comparison of the taxes for
the then current

<PAGE>  3

tax year to the tax base.  The increase, if any, of taxes for the then
current tax year over the tax base, when multiplied by Tenant's Percentage,
is herein referred to as the "tax increase."  On the first day for the
payment of fixed rent hereunder following the furnishing of such compara-
tive statement, (i) Tenant shall pay to Landlord a sum equal to one-twelfth
(1/12th) of the tax increase multiplied by the number of months elapsed
commencing with the first day of the then current tax year and, in advance,
one-twelfth (1/12th) of the tax increase in respect of the then current
month; and (ii) thereafter, until a different comparative statement shall
be submitted to Tenant as above provided, the monthly installments of
fixed rent payable under this Lease be increased by an amount equal to
one-twelfth (1/12th) of the tax increase.

            (d)  If prior to the receipt by Tenant of a comparative
statement from Landlord pursuant to sub-paragraphs (b) or (c) above,
Tenant has paid any expense increase or tax increase with respect to
the lease year for which that comparative statement was submitted, then
appropriate credits and/or adjustments shall be made to reflect the
expenses which Tenant may have previously paid in whole or in part or
may then be paying.

          (e)  In the event Landlord shall obtain a refund for any taxes
or operating expenses after payment by Tenant of any tax increase or
expense increase relative thereto, Landlord shall give Tenant an appro-
priate credit or reimbursement which shall reflect any reasonable costs
and expenses incurred by Landlord in obtaining the refund.

          (f)  If Tenant shall dispute in writing any specific item or
items included by Landlord in any statement furnished by Landlord to
Tenant in accordance with sub-paragraphs (b) or (c) above, and such
dispute is not amicably settled between Landlord and Tenant within
ninety (90) days after statement therefor has been rendered, either
party may, during the ninety (90) days next following the expiration of
the first mentioned ninety (90) days (upon written notice to the other
party accompanied by a copy of its letter of submission setting forth the
items of dispute) refer such disputed item or items to arbitration in
accordance with the provisions of this Lease and the decision rendered in
such arbitration shall be conclusive and binding upon Landlord and Tenant.
The expenses involved in such determination shall be borne by the party
against whom a decision is rendered unless otherwise determined in such
arbitration.  Landlord shall have the right, for a period of twelve (12)
months after the rendering of any statements (or for a longer period, if
reasonably required in order to ascertain the facts) to send corrected
statements to Tenant, and any rent required thereby shall be paid by
Tenant within thirty (30) days thereafter.  If Tenant shall not so dispute
any item or items of any statement or corrected statement within ninety
(90) days after such statement or corrected statement has been rendered,
Tenant shall be deemed to have approved such statement or corrected
statement.

          (g)  Landlord shall keep, for a period of ninety (90) days
after statements are rendered as provided in this Article 4, records in
reasonable detail of the items covered by such statements and shall
permit Tenant, upon the giving of reasonable prior notice, to examine
and audit such records to verify such statements, at reasonable times
during business hours.

     5.    SECURITY.  Tenant has deposited the Security with Landlord as
           --------
security for the faithful performance and observance by Tenant of the
terms, provisions and conditions of this Lease.  It is agreed that in the
event Tenant defaults in respect of any of the terms, provisions and
conditions of this Lease, including, but not limited to, the payment of
rent, Landlord may use, apply or retain the whole or any part of the
Security to the extent required for the payment of any rent as to which
Tenant is in default or for any sum which Landlord may expend or may be
required to expend by reason of Tenant's default in respect of any of the
terms, covenants and conditions of this Lease including, but not limited
to, any damages or deficiency in the re-letting of the premises, whether
such damages or deficiency accrued before or after summary proceedings or
other re-entry by Landlord.  To the extent that Landlord, during the term
hereof, so uses, applies or retains all or any part of the Security, Tenant
shall, on demand, promptly restore the Security to its original

<PAGE>  4

amount.  The Security (less any portions thereof used, applied as retained
by Landlord in accordance with the provisions of this Article 5) shall be
returned to Tenant after the termination date (or after such other date
when the term may expire or be terminated pursuant to the provisions of
this Lease or pursuant to law) and after delivery of entire possession of
the premises to Landlord in accordance with the provisions of this Lease.
In the event of a sale or leasing of the Land and Building, Landlord shall
have the right to transfer the Security to the vendee or lessee and
Landlord shall thereupon be released by Tenant from all liability for
the return of such Security, and Tenant agrees to look to the new Landlord
solely for the return of said Security.  It is agreed that the provisions
hereof shall apply to every such transfer or assignment made of the
Security.  Tenant further covenants that it will not assign or encumber
or attempt to assign or encumber the Security and that neither Landlord
nor its successors and assigns shall be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.

     6.   COMPLETION AND POSSESSION. (a) Landlord shall exercise reason-
          -------------------------
able diligence and shall endeavor to have the premises ready for Tenant's
possession on or before the commencement date designated in the Preamble
to this Lease, subject to delay by causes beyond the reasonable control of
Landlord or by the action or inaction of Tenant. of the premises are not
ready for Tenant's possession within the meaning of this Article 6 on such
commencement date, then this Lease shall not be affected thereby but, in
such case, the commencement date shall be deemed to be postponed until the
date when the premises are ready for Tenant's possession and Tenant shall
not have any claim against Landlord, and Landlord shall have no liability
to Tenant, by reason of any such postponement except that if the premises
are not ready for Tenant's possession by August 31, 1981, then Tenant shall
have the right by notice to Landlord at any time thereafter but prior to
the date the premises are ready for Tenant's possession to terminate this
Lease with no further liability of one party to the other.  The parties
hereto agree that this Article 6 constitutes an express provision as to
the time at which Landlord shall deliver possession of the premises to
Tenant, and Tenant hereby waives any rights to rescind this Lease which
Tenant might otherwise have pursuant to any law now or hereafter in force.

          (b)  The premises shall be conclusively deemed ready for
Tenant's possession as soon as (1) a certificate (temporary or final)
permitting occupancy of the premises for the permitted use has been issued
by the required governmental body, and (2) the substantial completion of
Landlord's Work, (as defined in Exhibit B) at which time the rent reserved
and covenanted to be paid by Tenant under this lease shall commence.  The
premises shall not be deemed to be unready for Tenant's possession or
incomplete if (i) only minor or insubstantial details of construction,
decoration or mechanical adjustments remain to be done in the premises,
(ii) the delay in the availability of the premises for possession shall
be due to special work, changes, alterations or additions required or made
by Tenant in the premises, (iii) caused in whole or in part by Tenant
through the delay of Tenant in submitting any plans and/or specifications,
supplying information, approving plans, specifications or estimates, giving
authorizations or otherwise, (iv) caused in whole or in part by delay and/or
default on the part of Tenant and/or its subtenant or subtenants, or (v)
the telephone installation in the premises has not been completed.

          (c)  If Tenant fails or omits to make timely submission to Land-
lord of any plan(s) referred to in Exhibit B, or delays in submitting any
other plans or any specifications, or in supplying information, or in
approving plans, specifications or estimates, or in giving authorizations
or otherwise, or makes any changes, alterations or additions in any plan
or specification theretofore submitted by Tenant, any additional cost to
Landlord in connection with the completion of the premises in accordance
with the terms of this Lease and said Exhibit B, resulting therefrom, shall
be paid by Tenant to Landlord, as additional rent, within ten (10) days
after Landlord submits a bill to Tenant for the same.  For the purposes of
this subparagraph (c), the expression "additional cost to Landlord" shall
mean the cost over and above such cost as would have been the aggregate
cost to Landlord of completing the premises in accordance with the terms
of this Lease and Exhibit B had there been no such failure, omission,
delay, change, alteration or addition by Tenant.

<PAGE>  5

          (d)  Tenant, by entering into possession of the premises, shall
be conclusively deemed to have agreed that Landlord up to the time of such
possession has performed all of its obligations hereunder and that the
premises are in satisfactory condition as of the date of such possession
except only for latent defects.

          (e)  In the event possession of the premises (herein referred to
as the "possession date") is delivered to Tenant pursuant to this Article
6 on a day other than the commencement date set forth in the Preamble to
this Lease, then the commencement date shall be deemed to be the same day
as the possession date but the termination date set forth in the Preamble
to this Lease shall remain the same and the term of the Lease, as also set
forth in said Preamble, shall be adjusted accordingly; provided, however,
that Landlord may elect otherwise by giving tenant notice thereof within
thirty (30) days after the possession date, in which event (i) if the
possession date is on a day other than the first day of a calendar month,
the term of this Lease shall be deemed amended (herein referred to as the
"revised term") by adding thereto the number of all inclusive days between
the possession date and the last day of the calendar month in which such
possession is delivered, (ii) the commencement date set forth in the
Preamble to this Lease shall be deemed amended to conform to in the
possession date, and (iii) the termination date set forth in the Preamble
to this Lease shall be deemed amended to conform to the revised term.  The
parties agree that within thirty (30) days after any such notice from Land-
lord, they shall, at the request of either, execute, acknowledge and
deliver an instrument in recordable form setting forth the revised term,
the commencement date and the termination date.

          7.   USE OF PREMISES. (a) The premises shall be used and
               ---------------
occupied only for the permitted use described in the Preamble to this
Lease and for no other use or purpose.  Tenant shall not use or permit
the use of the premises or any part thereof in any way which would violate
any certificate of occupancy for the Building or premises, or any of the
covenants, agreements, terms, provisions and conditions of this Lease or
for any unlawful purposes or in any unlawful manner and Tenant shall not
suffer or permit the premises or any part thereof to be used in any manner
or anything to be done therein or suffer or permit anything to be brought
into or kept in the premises which, in the reasonable judgment of Landlord,
shall in any way impair the character, reputation or appearance of the
Building as a first class office building, impair or interfere with any
of the Building services or the proper and economic heating, cleaning,
air conditioning or other servicing of the Building or the premises, or
impair or interfere with the use of any of the other areas of the Building
by, or occasion discomfort, inconvenience or annoyance to, any of the
other tenants or occupants of the Building.

          (b)  If any governmental license or permit (other than the
certification of occupancy required to be obtained by Landlord pursuant
to Article 6 hereof) shall be required for the proper and lawful conduct
of Tenant's business or other activity carried on in the premises, and if
the failure to secure such license or permit would, in any way, affect
Landlord, Tenant, at Tenant's expense, shall duly procure and thereafter
maintain such license or permit and submit the same to inspection by Land-
lord.  Tenant, at Tenant's expense, shall, at all times, comply with the
terms and conditions of each such license or permit.

          (c)  If by reason of failure of Tenant to comply with the
provisions of this Lease, including but not limited to the manner in
which Tenant uses or occupies the premises, the insurance rates shall
at the commencement of the term or at any time thereafter be higher
than it otherwise would be, then Tenant shall reimburse Landlord, as
additional rent hereunder, for that part of all insurance premiums
thereafter paid or incurred by Landlord, which shall have been charged
because of such failure or use by Tenant, and Tenant shall make such
reimbursement upon the first day of the month following the billing to
Tenant of such additional cost by Landlord.

     8.   REPAIRS, REPLACEMENTS, ALTERATIONS.  (a)  Tenant shall take good
          ----------------------------------
care of the demised premises and the fixtures and appurtenances therein.
Tenant

<PAGE>  6

shall make, at its own expense, all repairs and replacements required to
keep the demised premises and fixtures in good working order and condition
except (1) structural repairs and those repairs arising directly from
Landlord's negligence, (2) repairs required to be made by Landlord pursuant
to Article 13 hereof, and (3) such repairs as may be required of Landlord
in furnishing the services specified in Article 10 hereof.  Tenant shall
maintain, at its own expense, all light bulbs, fluorescent tubes, and
lighting fixtures in the demised premises, including all component parts
such as starters, ballasts, and lenses or grills.  All repairs made by
Tenant shall be at least equal in quality to the original work.  Tenant
shall not make any installations, alterations, additions or improvements
in or to the demised premises without first obtaining Landlord's written
consent thereto, and shall make the same and all repairs only between such
hours and by such contractors or mechanics as may be supplied or approved
by Landlord.  All alterations, decorations, installations, additions or
improvements upon the demised premises made by either party (including but
not limited to paneling, partitions, railings, and the like), except
Tenant's movable fixtures, carpeting and furniture, shall, unless
Landlord elects otherwise (by notice in writing to Tenant given not less
than twenty (20) days prior to the expiration or other termination of this
Lease or of any renewal or extension thereof) become the property of Land-
lord and shall remain upon, and be surrendered with, said premises, as a
part thereof, at the end of said term or renewal term, as the case may be.
If Landlord shall elect otherwise, then Tenant shall remove, at its expense,
such alterations, installations, additions or improvements made by Tenant
upon the premises as Landlord shall specify, and Tenant shall repair and
restore the premises to its original condition at Tenant's sole expense
prior to the termination date.

          (b)  If, because of any acts or omission of Tenant or anyone
claiming through or under Tenant, any mechanic's or other lien or order
for the payment of money shall be filed against the demised premises, the
Land or the Building, or against Landlord (whether or not such lien or
order is valid or enforceable as such), Tenant shall, at Tenant's own cost
and expense, cause the same to be canceled and discharged of record within
twenty (20) days after the date of filing thereof, and shall also indemnify
and save harmless Landlord from and against any and all costs, expenses,
claims, losses or damages, including reasonable counsel fees, resulting
therefrom or by reason thereof.

          (c)  In the event Tenant makes any repairs, replacements, or
alterations in or to the demised premises, any contractors or subcon-
tractors employed by Tenant shall employ only such labor as will not
result in jurisdictional disputes with any labor unions or strikes
against or involving the Landlord or the Building.  Tenant will inform
Landlord, in writing, of the names of contractors and/or subcontractors
Tenant proposes using to do work in its behalf within the Building at
least seven (7) days prior to the beginning of any permitted work.
Landlord reserves the right to reject any and all of the proposed con-
tractors and/or subcontractors.  In the event of any strike or dispute,
Tenant will cause any persons involved in such work to leave the demised
premises immediately after receipt of notice from Landlord demanding the
same.

     9.   TENANT COVENANTS.  Tenant covenants and agrees that Tenant will:
          -----------------
          (a)  Faithfully observe and comply with the Rules and Regulations
and such additional reasonable Rules and Regulations promulgated to all
tenants in the Building and enforced on a non-discriminatory basis as Land-
lord hereafter at any time or from time to time may make and may communi-
cate in writing to Tenant, which, in the reasonable judgment of Landlord,
shall be necessary or desirable for the reputation, safety, care or
appearance of the Land and Building, or the preservation of good order
therein, or the operation, maintenance or safekeeping of the Land and
Building, or the equipment thereof, or the comfort of tenants or others
in the Building; provided, however, that (i) in the case of any conflict
between the provisions of this Lease and any such Rules and Regulations,
the provisions of this Lease shall control (ii) nothing contained in this
Lease shall be construed to impose upon Landlord any duty or obligation to
enforce the Rules and Regulations or the terms, covenants or conditions in
 any other lease as against any other tenant, and (iii)  Landlord shall
not be liable to Tenant for any violation of the Rules and Regulations
by any other tenant, its servants, employees, agents, visitors, invitees,
subtenants or licensees.

<PAGE>  7

          (b)  Permit Landlord and any mortgagee of the Building or of the
Building and the Land or of the interest of Landlord therein and any lessor
under any ground or underlying lease, and their representatives, to enter
the premises at all reasonable hours, for the purposes of inspection,
or of making repairs, replacements or improvements in or to the premises
or the Building or equipment, or of complying with any laws, orders, and
requirements of governmental or other authority or of exercising any right
reserved to Landlord by this Lease (including the right during the progress
of any such repairs, replacements or improvements or while performing work
and furnishing materials in connection with the compliance with any such
laws, orders or requirements to keep and store within the premises all
necessary materials, tools and equipment).  Nothing herein contained, how-
ever, shall be deemed or construed to impose upon Landlord or any mortgagee
of Landlord's interest in the Land and/or Building, any obligation, respon-
sibility or liability whatsoever for the care, supervision or repair of the
premises or Building or any parts thereof other than as herein provided.
Landlord shall use its best efforts not to interfere with Tenant's business
operation during any such entry.

          (c)  Make no claim against Landlord for any injury or damage to
Tenant or to any other person for any damage to, or loss (by theft or
otherwise) of, or loss of use of, any property of Tenant or of any other
person, unless caused by the willful acts or negligence of Landlord, its
employees, agents or servants.

          (d)  Not bring or keep in the premises any property other than
such as might normally be brought upon or kept in the premises as an
incident to the reasonable use of the premises for the purposes herein
specified.

          (e)  Not violate, or permit the violation of, any reasonable
conditions imposed by Landlord's insurance carriers, and not do anything
or permit anything to be done, or keep anything or permit anything to be
kept, in the premises, which would increase the insurance rates on the
Building or the property therein, or which would result in insurance
companies of good standing refusing to insure the Building or any such
property in amounts and against risks as reasonably determined by Land-
lord.

          (f)  Permit Landlord, during business hours, within the six (6)
month period next preceding the termination date with respect to all or
any part of the premises, to show the same to prospective new tenants.

          (g)  Quit and surrender the premises at the expiration or
earlier termination of the term broom clean and in as good condition as
ordinary wear and reasonable use will permit, except for repairs caused
by fire or other casualty, and, subject to Landlord's exercise of the
election provided in Article 8, with all installations, alterations,
additions and improvements, including partitions which may have been
installed by either of the parties upon the premises (except that Tenant's
removable fixtures, carpeting and furniture shall remain Tenant's property,
and Tenant shall remove the same).  Tenant's obligations to observe and
perform this covenant shall survive the said expiration or earlier ter-
mination of this Lease.

          (h)  At any time and from time to time upon not less than ten
(10) days' prior notice by Landlord to Tenant, execute, acknowledge and
deliver to Landlord, or to anyone Landlord shall designate, a statement
of Tenant (or if Tenant is a corporation, an appropriate officer of Tenant)
in writing certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), and the dates
to which rent has been paid in advance, if any, and stating whether or not,
to the best knowledge of the signer of such certificate Landlord is in
default in performance of any covenant, agreement, term, provision or
condition contained in this Lease and, if so, specifying each such default
of which the signer may have knowledge; it being intended that any such
statement delivered pursuant hereto may be relied upon by any lessor under
any ground of underlying lease, or any lessee or mortgagee, or any prospec-
tive purchaser, lessee, mortgagee, or assignee of any mortgage, of the
Building and/or the Land or of Landlord's interest therein.

<PAGE>  8

          (i)  Indemnify and save harmless Landlord against and from any
and all claims by or on behalf of any person or persons, firm or firms,
corporations, arising from the conduct or management of or from any work
or thing whatsoever done by or on behalf of Tenant in or about the demised
premises as well as from the use and occupancy of the premises by Tenant,
and further indemnify and save Landlord harmless against and from any and
all claims arising from any breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of Tenant to be per-
formed pursuant to the terms of this Lease, or arising from any act or
negligence of Tenant, or any of its agents, contractors, servants,
employees or licensees in the premises and from and against all costs,
counsel fees, expenses and liabilities incurred in or about any such
claim or action or proceeding brought thereon; and in case any action or
proceeding be brought against Landlord by reason of any such claim, Tenant,
upon notice from Landlord, covenants to resist or defend at Tenant's
expense such action or proceeding by counsel reasonably satisfactory to
Landlord.

          (j)  Not place this Lease on record without the prior written
consent of Landlord.  At the request of Landlord, Tenant will execute a
memorandum of lease for recording purposes containing references to such
provisions of this Lease as Landlord, in its sole discretion, shall deem
necessary.

          (k)  Indemnify, defend and hold Landlord harmless from and
against any and all liability, claims, suits, demands, judgments, costs,
interest and expenses (including, but not limited to, counsel fees incurred
in the defense of any action or proceeding) to which Landlord may be
subject or suffer by reason of Tenant's having had dealings with respect
to the premises or this Lease with any real estate agent or 0 broker,
other than Broker named herein.

          (l)  During the term hereof, maintain and deliver to Landlord
public liability and property damage insurance policies (or certificates
thereof) with respect to the premises, in which Landlord, Tenant and
Landlord's mortgagee and/or ground lessor, if required, shall be named as
additional insureds, for a minimum of One Million Five Hundred Thousand
($1,500,000) Dollars combined single limit for coverage purposes only,
with no obligation on the part of Landlord, Landlord's mortgagee and/or
ground lessor to pay premiums.  Such policy or policies shall be in such
form and with such insurance companies as shall be reasonably satisfactory
to Landlord with provision for at least ten (10) days' notice to Landlord
of cancellation and shall include a cross liability endorsement.  At least
ten (10) days before the expiration of any such policy, Tenant shall supply
Landlord with a substitute therefor with evidence of payment of the
premiums thereof.  If such premiums shall not be so paid and/or the
policies therefor shall not be so delivered, then Landlord may procure
and/or pay for the same and the amounts so paid by Landlord shall be added
to the installment of rent becoming due on the first of the next succeeding
month and shall be collected as additional rent hereunder.

     10.  LANDLORD'S SERVICES.  Provided Tenant is not in default under
          -------------------
any of the covenants, terms, conditions or provisions of this Lease beyond
the applicable grace period provided herein, Landlord shall furnish the
following services:

          (a)  Air cooling during "Business Hours" on "Business Days" (as
those terms are hereinafter defined) when, in the reasonable judgment of
Landlord, it may be required for the comfortable occupancy of the demised
premises.  At other times during Business Days and similar hours, Landlord
shall provide ventilation for the demised premises.  Tenant at all times
agrees to cooperate fully with Landlord and to abide by all regulations
and requirements which Landlord may reasonably prescribe for the proper
functioning and protection of its heating, air conditioning and ventilation
systems.  Landlord shall have free access to any and all mechanical
installations of Landlord, including but not limited to air conditioning,
fans, ventilating and machine rooms and electrical closets; and Tenant
agrees that there shall be no construction of partitions or other obstruc-
tions which might interfere with Landlord's full access thereto, or inter-
fere with the moving of Landlord's equipment to and from the enclosures
containing said installations.  Tenant agrees that Tenants, its agents,
employees or contractors shall not at any time enter the said enclosures
or tamper with, adjust, touch or otherwise in any manner affect Lessor's
said mechanical installations.

<PAGE>  9

          (b)  Automatic operatorless elevator facilities during Business
Hours on Business Days and at least one elevator available at all other
times.

          (c)  Heat, when and as required by law, on Business Days during
Business Hours.

          (d)  Janitorial Services for the demised premises as described
on Exhibit "D", provided the same are kept in reasonable order by Tenant.
Tenant shall pay to Landlord the cost of removal from the Building of any
of Tenant's refuse and rubbish which exceeds the refuse and rubbish usually
attendant upon the use of such premises as offices.  Bills for the same
shall be rendered by Landlord to Tenant and shall be due and payable when
rendered, and the amount of such bills shall be deemed to be, and be paid,
as additional rent.  Alternatively, Tenant shall use Landlord's contractors
or employees, at the option of the Landlord, for the removal of such excess
rubbish and refuse and Tenant agrees to pay reasonable charges therefor.

          (e)  Cold and hot water at standard building temperatures to
all lavatories, public or private, for ordinary drinking, cleaning, sani-
tary and lavatory purposes.

          (f)  (1) Electric current, with the understanding, however, that
the fixed rent described in the Preamble to this Lease does not include the
cost of electricity consumed by Tenant in the demised premises and Tenant
shall, in addition to such fixed rent, be required to pay the Electric
Energy Charge as a condition for the furnishing by Landlord of electric
current to the demised premises.  Such Electric Energy Charge shall be
paid, as additional rent, in equal monthly installments together with
fixed rent commencing on the commencement date and throughout the term of
this Lease.

               (2)  The Electric Energy Charge set forth in the Preamble to
this Lease represents Landlord's estimate of the annual cost of providing
electric current for the operation of the lighting fixtures and electrical
outlets initially installed in the demised premises.  Such Electric Energy
Charge is subject to adjustment, from time to time, based upon the deter-
mination by an electrical consultant selected by Landlord to make a survey
of the electrical current and powerload requirements (existing as of the
time of such survey) in the demised premises.  The findings and determina-
tions of the consultant as to the proper cost of electricity being consumed
by Tenant in the demised premises shall be based upon the costs and charges
for electrical current which Tenant would pay to the utility company
supplying such current to Tenant as a direct consumer, and such findings
and determinations shall be binding upon the parties, provided, however,
that in the event of any dispute between the parties with respect to such
findings and determinations, the same shall be submitted to arbitration
pursuant to the provisions of Article 33 hereof.  The Electric Energy
Charge shall be adjusted retroactively to the date of the survey to conform
to the determination of the electrical consultant (or, to the determination
under any arbitration).  After such survey and determination shall have
been made, Landlord shall deliver to Tenant a copy thereof (as the same
may apply to the Tenant herein).  Together with such survey and determina-
tion, Landlord shall send a statement to Tenant setting forth an adjustment,
to be credited to or paid by Tenant, of an amount equal to the difference
between the amount paid by Tenant from the date of such survey and the
amount which Tenant would have paid on the basis of such determination for
such period.  Any amount to which Tenant is entitled shall be deducted from
the fixed rent installment payable for the month following delivery of such
statement or, in the event that any such amount shall be due to Tenant
after the termination date of this Lease, such amount shall be promptly
paid to Tenant.  Any amount owed by Tenant shall be paid with the next
installment of fixed rent due to Landlord hereunder.

               (3)  Tenant shall make no substantial alterations or addi-
tions to the electric equipment and/or appliances utilized as at the time of
the most recent survey by Landlord's electrical consultant without first
obtaining the written consent of Landlord.  If any additional or substi-
tuted equipment and/or appliances are installed, or Tenant increases the
use of electrical current in the demised

<PAGE>  10

premises, then Landlord may require an updated survey to be made in
accordance with subsection (2) above and Tenant shall reimburse Landlord,
as additional rent, for the reasonable fees and expenses of the electrical
consultant.

               (4)  If Landlord's electric rates shall be increased or de-
creased, the Electric Energy Charge shall be increased or decreased in the
same proportion.  For the purposes hereof, energy adjustment charges, fuel
adjustment charges, and any other charge of, or factor upon which, the
public utility company supplying electricity fixes or determines charges
or rates, shall be deemed included in determining and computing the "rate"
or charges for such electric current.  If any tax or other charge is
imposed upon Landlord's receipt from the sale or resale of electric energy
to Tenant by any Federal, State or municipal authority, Tenant covenants
and agrees that, where permitted by law, Tenant's pro-rata share of such
taxes or other charges shall be passed on to and paid by Tenant to Landlord.
At the option of Tenant, Landlord agrees to sell to Tenant, all light bulbs,
fluorescent lighting, fixtures, starters, ballasts, lenses and grills used
in the premises, and Tenant shall pay the cost of installation thereof.

                (5)  It is understood and agreed by Tenant that the Electric
Energy Charge set forth in the Preamble to this Lease and any adjustments
thereto as described in this subparagraph (f) are based on the use of elec-
tric current in the demised premises during Business Hours on Business Days,
as defined in this Lease.

               (6)  Landlord shall not in any way be responsible or liable
to Tenant at any time for any loss, damage or expense resulting from any
change in the quantity or character of the electric service or for its
being no longer suitable for Tenant's requirements or from any cessation
or interruption of the supply or current unless same arises from Landlord's
failure to pay its utility bills or from Landlord's acts of gross negli-
gence, nor shall any such loss, damage or expense, or non-supply of
electric service or current in any way affect the tenancy or in any way
relieve Tenant of any obligation under the terms of this Lease.

               (7)  Tenant covenants and agrees that at all times its use of
electric current shall never exceed the capacity provided by Landlord
pursuant to Exhibit B hereof.  Tenant shall make no changes, alterations,
additions, substitutions ("changes") to any risers, conduits, meters,
panel boxes, switch gear, wiring, any other part of the electric service
without the express prior written consent of Landlord.  Any changes
requested by Tenant shall be sent in writing to Landlord, and if, in the
sole judgment of Landlord, such changes will not cause or create a
dangerous or hazardous condition or damage or injury to the Building,
or entail excessive or unreasonable alterations or repairs, or interfere
with or disturb other tenants or occupants and/or the service then or
thereafter to be supplied to tenants or occupants, Landlord will, at the
sole cost and expense of Tenant, make such changes.  Tenant covenants and
agrees to pay Landlord for such costs and expenses, as additional rent
hereunder, upon the rendition of a bill indicating the amount due therefor.

               (8)  If required by law (including a directive from The
Public Service Commission) or by a directive of the utility company ser-
vicing the premises, Landlord reserves the right to terminate the furnishing
of electricity to the demised premises at any time, upon not less than
ninety (90) days' written notice to the Tenant, in which event, Tenant
may make application directly to the utility company servicing the
Building for the Tenant's entire separate supply of electric current,
and Landlord shall permit its wires and conduits, to the extent available
and safely capable, to be used for such purpose.  Any meters, risers or
other equipment or connections necessary to enable Tenant to obtain
electric current directly from such utility company shall be installed
at Tenant's sole cost and expense in compliance with all applicable laws,
ordinances and regulations and requirements of insurance companies and
fire underwriters.  No alterations, modifications or changes shall be made
by the Tenant to any meters, risers or other equipment or connections in
the Building electric current in a manner which would cause damage to the
Building or interfere with the use, enjoyment, occupancy, or possession of
the Building by Landlord and it other tenants.  Rigid conduit only, or
such other type as may be specified by Landlord, will be allowed.  The
Landlord, upon the expiration of

<PAGE>  11

the time set forth in the aforesaid notice to the Tenant, may discontinue
furnishing the electric current, in which latter event, the Tenant's
liability for the Electric Energy Charge provided for in this Lease shall
terminate as of the date of discontinuance of the supplying of electric
current, but this Lease shall otherwise remain in full force and effect.
Unless required by law, however, Landlord shall not discontinue furnishing
electricity to the demised premises until after Tenant shall have made
arrangements to obtain its electricity directly from the utility company
supplying the Building unless Tenant shall have failed to act with due
diligence in making such arrangements.

          (g)  Electrical lighting, cleaning and maintenance of the common
areas of the Building and Land.

          (h)  (1) Tenant acknowledges that Landlord is required to furnish
electricity, elevators, water, air conditioning, heat, ventilation,
building maintenance and other facilities and services (herein collec-
tively referred to as "building services") only during Business Hours
(as hereinafter defined).  If Tenant uses the premises outside Business
Hours (herein referred to as "extra hours"), Landlord shall provide
building services to Tenant provided that (i) Tenant pays to Landlord,
as additional rent, a special charge (herein referred to as "extra hours
charge"), (ii) Tenant's request for the same shall be received by Landlord
prior to 2:00 P.M. on the day on which extra hours service is required
after Business Hours on weekdays, prior to 2:00 P.M. on the day preceding
any required extra hours service before Business Hours on weekdays, and
prior to 2:00 P.M. of the prior Business Day if extra hours service is
required before or after Business Hours on a Saturday, Sunday or holiday.

               (2)  The extra hours charge shall be a standard hourly rate
which Landlord shall determine and may adjust from time to time, based
upon the actual cost of providing and maintaining building services and
electric current for a minimum four (4) hour period, inclusive of over-
head, depreciation and such other expenses as are customarily incurred
in the operation, maintenance and safekeeping of a first-class office
building.

          (i)  The term "Business Days," as used in this Lease, shall
mean Monday to Friday, inclusive, and Saturday from 8:00 A.M. to 1:00
P.M., excluding all days observed by the State or Federal governments
(herein called "holidays").  Tenant shall, however, have access to the
premises 24 hours a day, 7 days a week, but Landlord shall not be
required to furnish building services during other than Business Hours
on Business Days unless Tenant has neglected the same in accordance with
sub-section (h)(1) above.

          (j)  The term "Business Hours," as used in this Lease, shall
mean all times between 8:00 A.M. and 6:00 P.M. on Monday to Friday,
inclusive, excluding holidays, and Saturday from 8:00 A.M. to 1:00 P.M.,
excluding holidays.

          (k)  Landlord reserves the right, without being liable to Tenant
and without abatement or diminution in rent, to suspend, delay or stop any
of the building services to be furnished and provided by Landlord under
this Lease whenever necessary by reason of fire, storm, explosion, strike,
lockout, labor dispute, casualty or accident, lack or failure of sources
of supply of labor or fuel (or inability in the exercise of reasonable
diligence to obtain any required fuel), acts of God or the public enemy,
riots, interferences by civil or military authorities in compliance with
the laws of the United States of America or with the laws, orders or
regulations of any governmental authority, or by reason of any other
cause beyond Landlord's control, or for emergency, or for inspection,
cleaning, repairs, replacements, alterations, improvements or renewals
which in Landlord's reasonable judgment are desirable or necessary to be
made.  Landlord agrees, however, to use its best efforts and to act with
all due diligence to restore or have restored any services which may be
suspended, delayed or stopped pursuant to this sub-paragraph (k).

          (l)  Landlord shall except as otherwise provided for herein,
comply with all governmental regulations affecting the premises.

<PAGE>  12

     11.  ASSIGNMENT, SUBLETTING, ETC. (a) Tenant, for itself, its heirs,
          ---------------------------
executors, administrators, successors and assigns, expressly covenants
that it shall not assign, mortgage or encumber this Lease, nor underlet,
or suffer or permit the demised premises or any part thereof to be used by
others, without the prior written consent of Landlord in each instance.
If this Lease be assigned, or if the demised premises or any part thereof
be underlet or occupied by anyone other than Tenant, Landlord may, after
default by Tenant, collect rent from the assignee, undertenant or occupant
and apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver
of this covenant, or the acceptance of the assignee, undertenant or
occupant as Tenant, or a release of Tenant from the further performance
by Tenant of all covenants on the part of Tenant herein contained.  The
consent by Landlord to an assignment or underletting shall not in any wise
be construed to relieve Tenant from obtaining the express consent in
writing, of Landlord to any further assignment or underletting, nor shall
the same release or discharge Tenant from any liability, past, present or
future, under this Lease, and Tenant shall continue fully liable in all
respects hereunder.

          (b)  If Tenant enters into a proposed sublease of the premises
or assignment of this Lease, such sublease or assignment shall be subject
to the provisions of this subparagraph (b) and Tenant shall send Landlord
a written notice ("Tenant's Notice of Intention") advising Landlord of
Tenant's intention to finalize the sublease or assignment in accordance
with the terms of that instrument and an executed copy of the proposed
sublease or assignment.  Landlord shall have a period of thirty (30) days
after receipt from Tenant of such Notice to elect to terminate this Lease
and the unexpired term hereof ("recapture") or to advise Tenant that Land-
lord consents or refuses to consent to such proposed sublease or assignment.
In the event Landlord elects to recapture the demised premises, Tenant
shall vacate and surrender possession of the demised premises by not later
than the date set forth in Tenant's Notice of Intention for the date upon
which the proposed sublease or assignment (as the case may be) was
intended to become effective, which date shall not be prior to forty
(40) nor later than one hundred twenty (120) days after sending of
Tenant's Notice of Intention ("termination date").  Upon Tenant's vacating
and surrendering possession of the demised premises as of the aforesaid
termination date in accordance with the terms of this Lease, the unexpired
term hereof shall terminate as if said date were the termination date set
forth in the Preamble to this Lease, except as provided in Article 11(b)
hereof.

          (c)  Landlord agrees that if it does not elect to recapture the
demised premises in accordance with subparagraph (b), Landlord shall not
unreasonably withhold its consent to the proposed sublease or assignment,
provided, however, that Landlord shall not be deemed unreasonable if it
refuses to consent to any proposed sublease or an assignment of the Lease
to a tenant, subtenant or other occupant of the Building (or to a sub-
sidiary or affiliate), or if, in the reasonable judgment of Landlord, the
business of such proposed subtenant or assignee is not compatible with the
type of occupancy of the Building, or such business will create increased
use of the facilities of the Building.  Landlord may arbitrarily refuse to
consent to any proposed sublease of a portion of the premises.

          (d)  It is expressly agreed that Landlord shall have the right
to negotiate directly with any proposed subtenant or assignee, whether the
identification thereof shall have been disclosed to Landlord by Tenant or
others, and Landlord shall have the right to enter into a direct lease with
any proposed subtenant, its parent, affiliate or subsidiary, either with
respect to the sublet area or any other premises or space in the Building
for such term and upon such rentals and other provisions or agreements as
Landlord elects, including the same terms and conditions set forth in the
proposed sublease or assignment submitted to Landlord with Tenant's Notice
of Intention.

          (e)  Tenant, without Landlord's prior written consent thereto and
without being subject to the provisions of paragraph (b) of this Article II
shall have the right to assign this Lease or sublet the premises to, or
allow the premises to be otherwise occupied by, any parent, subsidiary,
affiliate, group or division of Tenant, or successor by merger, provided,
however, that no such assignment or subletting

<PAGE>  13

shall be deemed to relieve it of liability for the full and faithful
performance of all the terms and conditions on its part to be performed
under this Lease.

          (f)  In the event Tenant assigns this Lease, as permitted by
this Article 11, such assignment shall not be deemed effective or binding
on Landlord unless there is delivered to Landlord within five (5) days of
the execution of such assignment, a duplicate, executed copy of such assign-
ment and a duplicate, executed copy of an agreement on the part of the
assignee, satisfactory to Landlord, to the effect that the assignee agrees
to and shall assume all of the obligations on the part of Tenant to be
kept, observed and performed pursuant to this Lease.  Consent by Landlord
to any assignment or sublease shall not, nor shall it be deemed to, relieve
or release the subletting Tenant from liability for the full and faithful
performance of all the terms, covenants, provisions and conditions required
to be performed under this Lease by "Tenant" for the remainder of the term.
No oral or verbal assignment, or sublease or receipt by Landlord of any
payment of rental or other amounts, or acceptance by Landlord of per-
formance of Tenant's obligations hereunder by any purported assignee or
sublessee, shall be deemed a waiver of any obligation of Tenant hereunder.

     12.  LANDLORD'S RIGHTS.  Without abatement or diminution in rent,
          -----------------
Landlord reserves and shall have the following additional rights:

          (a)  To change the street address and/or the name of the Building
and/or the arrangement and/or location of entrances, passageways, doors,
doorways, corridors, elevators, stairs, toilets, or other public parts of
the Building without liability to Tenant, provided that Tenant's use and
enjoyment of the premises are not adversely affected thereby.

          (b)  To approve in writing all signs and all sources furnishing
sign painting and lettering, drinking water, towels and toilet supplies or
other like services used in the demised premises and to approve all sources
furnishing cleaning services, painting, repairing and maintenance, which
approvals shall not be unreasonably withheld or delayed.

          (c)  To enter the demised premises at all reasonable times (1)
for the making of such inspections, alterations, improvements and repairs,
as Landlord may deem reasonably necessary or desirable, (2) for any purpose
whatsoever relating to the safety, protection or preservation of the
demised premises or of the Building, and (3) to take material into and
upon said premises; * provided Landlord shall use its best efforts not to
interfere with Tenant's business operation during any such entry.  If a
representative of Tenant shall not be personally present to open and
permit an entry into the premises at any time when an entry shall be
reasonably necessary or permissible hereunder, Landlord or its agents may
enter by a master key or may, in cases of emergency, forcibly enter the
same without rendering Landlord or its agents liable therefor (provided
that, during such entry, reasonable care shall be accorded to avoid damage
or injury to Tenant's property), and without in any manner affecting the
obligations and covenants of this Lease.  Without incurring any liability
to Tenant, Landlord may permit access to the premises and open the same,
whether or not Tenant shall be present, upon demand of any receiver,
trustee, assignee for the benefit of creditors, sheriff, marshal or court
officer entitled to, or reasonably purporting to be entitled to, such
access for the purpose of taking possession of, or removing, Tenant's
property or for any other lawful purpose (but this provision and any
action by Landlord hereunder shall not be deemed a recognition by Land-
lord that the person or official making such demand has any right or
interest in or to this Lease, or in or to the premises), or upon demand
of any representative of the fire, police, building, sanitation or other
department of the city, state or federal governments.

          (d)  At any time or times Landlord, either voluntarily or
pursuant to governmental requirement, may, at Landlord's own expense,
make repairs, alterations or improvements in or to the Building or any
part thereof and during alterations, may close entrances, doors, windows,
corridors, elevators or other facilities, provided that such acts shall
not unreasonably interfere with Tenant's use and occupancy of the premises.

<PAGE>  14

          (e)  To erect, use and maintain pipes, ducts, shafts and
conduits in and through the demised premises, provided same do not un-
reasonably interfere with Tenant's use and occupancy of the demised
premises.

          (f)  To charge to Tenant any expense, as additional rent,
including overtime cost, incurred by Landlord in the event that repairs,
alterations, decorating or other work in the premises are made or done
after ordinary business hours at Tenant's request.

          (g)  If during the last six months of the term or of a renewal
term, Tenant shall have removed all or substantially all of Tenant's
property therefrom, Landlord may enter and alter, renovate, and re-
decorate the premises without reduction or abatement of rent or
incurring any liability to Tenant for compensation.

          (h)  To grant to anyone the exclusive right to conduct any par-
ticular business or undertaking in the Building, provided that Tenant's
permitted use of the premises shall not be adversely affected thereby.

     Landlord may exercise any or all of the foregoing rights thereby
reserved to Landlord without being deemed guilty of an eviction, actual or
constructive, or disturbance or interruption of Tenant's use or possession
and without limitation or abatement of rent or other compensation and such
acts shall have no effect on this Lease.

     13.  DAMAGE BY FIRE, ETC. (a) If the entire premises or any part
          -------------------
thereof shall be damaged by fire or other casualty and Tenant shall give
prompt written notice thereof to Landlord, Landlord shall proceed with
reasonable diligence to repair or cause to be repaired such damage, and
if the premises, or any part thereof, shall be rendered untenantable by
reason of such damage, the fixed and additional rent hereunder, or an
amount thereof apportioned according to the area of the premises so
rendered untenantable if less than the entire premises shall be so
rendered untenantable, shall be abated for the period from the date of
such damage to the date when the damage shall have been repaired as
aforesaid; * however, if such condition of untenantability shall continue
for a period of ninety (90) days following any such casualty, Tenant shall
have the right by notice to Landlord at any time thereafter, but prior to
the date the premises are restored to terminate this Lease with no further
liability of one party to the other; provided, however, that if Landlord
or any mortgagee of the Building and the Land shall be unable to collect
the insurance proceeds (including rent insurance proceeds) applicable to
such damage because of some action or inaction on the part of Tenant, or
the employees, licensees or invitees of Tenant, the cost of repairing such
damage shall be paid by Tenant and there shall be no abatement of rent.
Landlord shall not be liable for any inconvenience or annoyance to Tenant
or injury to the business of Tenant resulting in any way from such damage
or the repair thereof.  Tenant understands that Landlord will not carry
insurance of any kind on Tenant's furniture or furnishings or on any
fixtures, equipment, improvements, installations or appurtenances made
or removable by Tenant as provided in this Lease, and that Landlord shall
not be obligated to repair any damage thereto or replace the same.

          (b)  In case the Building shall be so damaged by such fire or
other casualty that substantial alteration or reconstruction of the
Building or the premises shall, in Landlord's reasonable opinion, be
required (whether or not the premises shall have been damaged by such
fire or other casualty), then Landlord may, at its option, terminate this
Lease and the term and estate hereby granted by notifying Tenant in
writing of such termination within sixty (60) days after the date of
such damage.  In the event that such a notice of termination shall be
given, this Lease and the term and estate hereby granted shall expire as
of the date of such termination with the same effect as if that were the
date hereinbefore set for the expiration of the term of this Lease, and
the rent payable hereunder shall be apportioned as of such date.  In the
event the premises are rendered uninhabitable for a period of ninety (90)
days following any such casualty, Tenant shall have the right by notice
to Landlord at any time thereafter, but prior to the date the premises
are restored to terminate this Lease with no further liability of one
party to the other.

          (c)  Each of the Landlord and Tenant hereby releases the other
from any and all liability or responsibility (to the other or any one
claiming through or under it

<PAGE>  15

by way of subrogation or otherwise) under fire and extended coverage or
supplementary contract casualties, if such fire or other casualty shall
have been caused by the fault or negligence of the other party or anyone
for whom such party may be responsible; provided, however, that this
release shall be applicable and in force and effect only with respect
to loss or damage occurring during such time as the releasor's policies
shall contain a clause or endorsement to the effect that any such release
shall not adversely affect or impair, such policies or prejudice the
right of the releasor to recover thereunder.  Each of Landlord and Tenant
agrees that its policies will include such a clause or endorsement so long
as the same shall be obtainable without extra cost, or if such cost shall
be charged therfor, so long as the other party pays such extra cost if
extra cost shall be chargeable therefor, each party shall notify the other
party thereof and of the amount of the extra cost, and the other party
shall be obligated to pay the extra cost unless, within ten (10) days
after such notice, it elects not to be obligated so to do by written
notice to the original party.  If such clause or endorsement is not
available, or if either party should not desire the coverage at extra
cost to it, then the provisions of this paragraph shall not apply to the
policy or policies in question.

     14.  CONDEMNATION. (a) In the event that any part of the premises or
          ------------
the whole of the Land and Building shall be lawfully condemned or taken in
any manner for any public or quasi-public use, this Lease and the term and
estate hereby granted shall forthwith cease and terminate as of the date of
vesting of title.  In the event that a part of the Land or Building shall
be so condemned or taken, then Landlord (whether or not the premises be
affected) may, at Landlord's option, terminate this Lease and the term and
estate hereby granted as of the date of such vesting of title by notifying
Tenant in writing of such termination within sixty (60) days following the
date on which Landlord shall have received notice of vesting of title.  If
Landlord does not so elect to terminate this Lease, as aforesaid, this
Lease shall be and remain unaffected by such condemnation or taking, and
the rent payable hereunder shall not be abated.  In the event that only a
part of the Building shall be so condemned or taken and this Lease and
the term and estate hereby granted are not terminated as hereinbefore
provided, Landlord will, with reasonable diligence, and at it expense,
restore the remaining portion of the Building as nearly as practicable to
the same condition as it was in prior to such condemnation or taking.

          (b)  In the event of their termination in any of the cases
hereinbefore provided, this Lease and the term and estate hereby granted
shall expire as of the date of such termination with the same effect as
if that were the termination date of this Lease, and the fixed and addi-
tional rent payable hereunder shall be apportioned as of such date.

          (c)  In the event of any condemnation or taking hereinbefore
mentioned of all or a part of the Land and Building (including the prem-
ises), Landlord (or the mortgagee of any interest in the Land and/or the
Building, if pursuant to the terms of the mortgage, or if pursuant to law,
mortgagee is entitled to receive all or a portion of the condemnation
award), shall be entitled to receive the entire award in the condemnation
proceeding, including any award made for the value of the estate vested by
this Lease in Tenant, and Tenant hereby expressly assigns to Landlord or
to the mortgagee, as provided above any and all right, title and interest
of Tenant now or hereafter arising in or to any such award or any part
thereof.  Tenant shall not be entitled to receive any part of such award
from Landlord, the mortgagee, or the condemning authority, except that
Tenant shall have the right to assert a claim against the condemning
authority for the value of moveable fixtures and equipment installed
and paid for by Tenant and for relocation expenses., provided that the
payment of any award to Tenant does not diminish the amount which would
otherwise be paid to Landlord or the mortgagee by that condemning
authority.

          (d)  It is expressly understood and agreed that the provisions
of this Article 14 shall not be applicable to any condemnation or taking
for governmental occupancy for a limited period of time not to exceed
three (3) months.

     15.  COMPLIANCE WITH LAWS.  Tenant, at Tenant's expense, shall
          --------------------
comply with all laws and ordinances, and all rules, orders and regulations
of all governmental authorities and of all insurance bodies. At any time
duly issued or in force,

<PAGE>  16

applicable to the premises or any part thereof or to Tenant's use thereof,
except that Tenant shall not hereby be under any obligation to comply with
any law, ordinance, order or regulation requiring any structural alteration
of or in connection with the premises, unless such alteration is required
by reason of a condition which has been created by, or at the instance of
Tenant, or is attributable to the use or manner of use to which Tenant
puts the premises, or is required by reason of a breach of any of Tenant's
covenants and agreements hereunder.  Where any structural alteration of or
in connection with the premises is required by any such law, ordinance,
rule, order or regulation, and, by reason of the express exception herein-
above contained, Tenant is not under any obligation to make such altera-
tion, then Landlord shall have the option of making such alteration and
paying the cost thereof, or of terminating this Lease and the term and
estate hereby granted by giving to Tenant not less than thirty (30) days'
prior written notice of such termination.

     16.  DAMAGE TO PROPERTY. (a) Tenant shall give to Landlord prompt
          ------------------
written notice of any damage to, or defective condition in, any part or
appurtenance of the Building's sanitary, electrical, heating, air con-
ditioning or other similar of dissimilar systems serving, located in,
or passing through, the premises, and the damage or defective condition
shall be remedied by Landlord with reasonable diligence, but if such
damage or defective condition was caused by, or resulted from the wrongful
use by, Tenant or by the employees, licensees or invitees of Tenant, the
cost of the remedy thereof shall be paid by Tenant, as additional rent,
upon the rendition of a bill indicating the amount due therefor.

          (b)  All personal property belonging to Tenant, its servants,
employees, suppliers, consignors, customers, licensees, located in or about
the Building or demised premises shall be there at sole risk of Tenant and
neither Landlord nor Landlord's agents shall be liable for the theft, loss
or misappropriation thereof nor for any damage or injury thereto unless
caused by or resulting from Landlord's gross negligence or acts of willful
misconduct, nor shall Landlord be considered the voluntary or involuntary
bailee of such personal property, nor for damage or injury to Tenant or
any of its officers, agents or employees or to any other persons or to
any other property caused by fire, explosion, water, rain, snow, frost,
steam, gas, electricity, heat or cold, dampness, failing plaster, sewers
or sewage odors, noise, leaks from any part of said Building or the roof,
the bursting or leaking of pipes, plumbing, electrical wiring and equipment
and fixtures of all kinds, * unless caused by or resulting from Landlord's
gross negligence or acts of willful misconduct or by any act or neglect of
other tenants or occupants of the Building of any other person.

          (c)  All damage or injury to the premises or to its fixtures,
appurtenances and equipment or to the Building, its fixtures, appurtenances
or equipment caused by Tenant's moving property in or out of the Building
or by installation or removal of furniture, fixtures or other property or
from any cause of any kind or nature whatsoever of which Tenant, its
servants, employees, agents, visitors or licensees shall be the cause,
shall be repaired, restored and replaced promptly by Tenant at its sole
cost and expense, in quality and class at least equal to the original
work or installations, and to the satisfaction of Landlord.  If Tenant
fails to commence such repairs, restorations or replacements, within ten
(10) days after notice from Landlord, the same may be made by Landlord
for the account of Tenant and the cost thereof shall be collectible as
additional rent or otherwise after rendition of a bill or statement and
payable simultaneously with the next monthly installment of rent due and
payable hereunder.

     17.  SUBORDINATION. (a) This Lease is subject and subordinate in all
          -------------
respects to all ground leases and/or underlying leases now or hereafter
covering the Land and to all mortgages which may now or hereafter be
placed on or affect such leases and/or the Land, Buildings, improvements,
or any part thereof and/or Landlord's interest therein, and to each
advance made and/or hereafter to be made under any such mortages and to
all renewals, modifications, consolidations, replacements and extensions
thereof and all substitutions of and for such ground leases and/or under-
lying leases and/or mortgages.  This subparagraph (a) shall be self-
operative and no further instrument of subordination, Tenant shall
execute and deliver promptly any instrument that Landlord and/or any
mortgagee and/or the lessor under any ground or underlying lease and/or
their respective successors in interest may request.

<PAGE>  17

          (b)  Tenant agrees, at the election and upon demand of any owner
of the Land, or of any mortgagee in possession thereof, or of any holder
of a leasehold hereafter affecting the Land, to attorn, from time to time,
to any such owner, mortgagee or holder, upon the terms and conditions set
forth herein for the remainder of the term of this Lease.  The foregoing
provisions shall enure to the benefit of any such owner, mortgagee or
holder, shall apply to the tenancy of Tenant notwithstanding that this
Lease may terminate upon the termination of any such leasehold estate,
and shall be self-operative upon any such demand, without requiring any
further instrument to give effect to said provisions.  Tenant, however,
upon demand of any such owner, mortgagee or holder, agrees to execute,
from time to time, an instrument in confirmation of the foregoing provis-
ions, satisfactory to such owner, mortgagee or holder, in which Tenant
shall acknowledge such attornment and shall set forth the terms and
conditions of its tenancy, which shall be the same as those set forth
herein and shall apply for the remainder of the term of this Lease.
Nothing contained in this subparagraph (b) shall be construed to impair
any right, privilege or option of any such owner, mortgagee or holder.

          (c)  Tenant agrees that, in the event that the interest of the
Landlord becomes vested in the holder of any mortgage or in any ground
lessor, or anyone claiming by, through or under either of them, then such
holder shall not be:

               (1)  liable for any act or omission of any prior landlord
(including Landlord herein); or

               (2)  subject to any offsets or defenses which Tenant may
have against any prior landlord (including Landlord herein); or

               (3)  bound by any rent which Tenant may have paid for more
than the current month to any landlord (including Landlord herein).

          (d)  No alteration or modification of any provision hereof, nor
any cancellation or surrender of this Lease shall be valid or binding as
against any holder of any mortgage unless the same shall have been approved
in writing by such holder, or unless specific provision therefor is set
forth in this Lease.

          (e)  Tenant agrees that, upon the request of Landlord, Tenant
will execute, acknowledge and deliver such document or instrument as may
be requested by the holder of any mortgage on the Landlord's interest in
the Land and/or the Building confirming or agreeing that this Lease is
assigned to such mortgagee as collateral security for such mortgage and
agreeing to abide by such assignment, provided that a copy of such assign-
ment has in fact been delivered to Tenant.

     18.  NOTICES.  Any notice, consent, approval, request or demand here-
          -------
under by either party to the other party shall be in writing and shall be
deemed to have been duly given if sent by registered or certified mail
with return receipt requested, postage prepaid, addressed to Landlord at
Landlord's address and to Tenant at Tenant's address, or if the address
of such other party for such notices, consents, approvals, requests or
demands shall have been duly changed as hereinafter provided, if mailed,
as aforesaid, to such other party at such changed address.  Either party
may at any time change the address for such notices, consents, approvals,
requests or demands by delivering or mailing, as aforesaid, to the other
party a notice stating the change and setting forth the changed address.
If the term "Tenant" as used in this Lease refers to more than one person,
any notice, consent, approval, request or demand given as aforesaid to
any one of such persons shall be deemed to have been duly given to Tenant.
All bills, statements and building communications from Landlord to Tenant
may be served by ordinary mail or otherwise delivered to Tenant or left at
the premises.  For the purpose hereof, the term "building communications"
shall be deemed to be any notices not specifically referred to in this
Lease which relate to the operation or maintenance of the Building,
including amendments to the Rules and Regulations, and is given to all
or substantially all of the tenants in the Building.  The time of
rendition of any bill, statement or building communication and of the
giving of any other notice, consent, approval, request or demand shall
be deemed to be the time when the same is delivered to Tenant, left at
the premises, or deposited in a U.S. Postal Service facility, postage
prepaid, as the case may be.

<PAGE>  18

     19.  CONDITIONS OF LIMITATION.  This Lease and the term and estate
          ------------------------
hereby granted are subject to the limitation that if prior to or during
the term of this Lease:

          (a)  Tenant shall make an assignment of its property for the
benefit of creditors or shall file a voluntary petition under any bank-
ruptcy or insolvency law, or an involuntary petition under any bankruptcy
or insolvency law shall be filed against Tenant and such involuntary
petition is not dismissed or proceedings for dismissal are not instituted
within sixty (60) days after the filing thereof,

          (b)  a petition is filed by or against Tenant under the reorgani-
zation provisions of the United States Bankruptcy Act or under the pro-
visions of any law of like import, unless such petition under said
reorganization provisions be one filed against Tenant which is dismissed,
or which proceedings for its dismissal are instituted within sixty (60)
days after its filing,

          (c)  Tenant shall file a petition under the arrangement pro-
visions of the United States Bankruptcy Act or under the provisions
of any law of like import,

          (d)  a permanent receiver, trustee or liquidate shall be
appointed for Tenant or of or for the property of Tenant, and such
receiver, trustee or liquidator shall not have been discharged within
sixty (60) days from the date of his appointment,

          (e)  Tenant shall default in the payment of any rent payable
hereunder by Tenant to Landlord on any date upon which the same becomes
due, and such default shall continue for ten (10) days after Landlord
shall have given to Tenant a written notice specifying such default,

          (f)  Tenant shall default in the due keeping, observing or
performance of any covenant, agreement, term, provision or condition of
this Lease on the part of Tenant to be kept, observed or performed, and
if such default shall continue and shall not be remedied by Tenant within
thirty (30) days after Landlord shall have given to Tenant a written
notice specifying the same, or, in the case of such a default which for
causes beyond Tenant's control cannot with due diligence be cured within
said period of thirty (30) days, if Tenant (1) shall not, promptly upon
giving of such notice, advise Landlord in writing of Tenant's intention
to duly institute all steps necessary to remedy such default, (2) shall
not duly institute and thereafter diligently prosecute to completion all
steps necessary to remedy the same, or (3) shall not remedy the same
within a reasonable time after the date of the giving of said notice by
Landlord,

          (g)  any event shall occur or any contingency shall arise
whereby this Lease or the estate hereby granted or the unexpired balance
of the term hereof would, by operation of law or otherwise, devolve upon
or pass to any person, firm, association or corporation other than Tenant
except as expressly permitted under Article 11 hereof, or whenever Tenant
shall desert or abandon the premises or the same shall become vacant
(whether the keys be surrendered or not and whether the rent be paid or
not), or

          (h)  any other lease held by Tenant from Landlord shall expire
and terminate (whether or not the term thereof shall then have commenced)
as a result of the default by Tenant thereunder, then, in any of said
cases, Landlord may give to Tenant a notice of intention to end the term
of this Lease at the expiration of five (5) days from the date of the
giving of such notice, and, in the event such notice is given, this Lease
and the term and estate hereby granted (whether or not the term shall
theretofore have commenced) shall expire and terminate upon the expiration
of said five (5) days with the same effect as if that day were the date
hereinbefore set for the expiration of the term of this Lease, but Tenant
shall remain liable for damages as provided in Article 21 hereof.  If the
term "Tenant", as used in this Lease, refers to more than one person,
then, as used in subparagraphs (a), (b), (c), (d) and (g) of this Article
19, said term shall be deemed to include all of such persons or any one of
them; if any of the obligations of Tenant under this Lease is guaranteed,
the term "Tenant," as used in said subparagraphs, shall be deemed to
include also the

<PAGE>  19

guarantor or, if there be more than one guarantor, all or any one of them;
and if this Lease shall have been assigned, the term "Tenant," as used in
said subparagraphs, shall be deemed to include the assignee and the assignor
or either of them under any such assignment unless Landlord shall, in con-
nection with such assignment, release the assignor from any further
liability under this Lease, in which event the term "Tenant," as used in
said subparagraphs, shall not include the assignor so released.

     20.  RE-ENTRY BY LANDLORD. (a) If Tenant shall default in the payment
          --------------------
of any rent payable hereunder by Tenant to Landlord on any date upon which
the same becomes due, and if such default shall continue for ten (10) days
after Landlord shall have given to Tenant a written notice specifying such
default, or if this Lease shall expire and terminate as in Article 19
provided, Landlord or Landlord's agents and servants may immediately or at
any time thereafter re-enter into or upon the premises, or any part thereof,
either by summary dispossess proceedings or by any suitable action or pro-
ceeding at law, or by force or otherwise, without being liable to
indictment, prosecution or damages therefor, and may repossess the same,
and may remove any persons therefrom, to the end that Landlord may have,
hold and enjoy the premises again as and of its first estate and interest
therein.  The words "fire entrance," "re-entry," and "re-entered" as used
in this Lease are not restricted to their technical legal meanings.  In
the event of any termination of this Lease under the provisions of Article
19, or in the event that Landlord shall re-enter the premises under the
provisions of this Article 20 or in the event of the termination of this
Lease (or of re-entry) by or under any summary dispossess or other pro-
ceeding or action or any provision of law, Tenant shall thereupon pay to
Landlord the rent payable hereunder by Tenant to Landlord up to the time
of such termination of this Lease, or of such recovery of possession of
the premises by Landlord, as the case may be, and shall also pay to Land-
lord damages as provided in Article 21.

          (b)  In the event of a breach or threatened breach on the part
of Tenant with respect to any of the covenants, agreements, terms, provis-
ions or conditions on the part of or on behalf of Tenant to be kept,
observed or performed, Landlord shall also have the right of injunction.
The specified remedies to which Landlord may resort hereunder are cumula-
tive and are not intended to be exclusive of any other remedies or means
of redress to which Landlord may lawfully be entitled at any time, and
Landlord may invoke any remedy allowed at law or in equity as if specific
remedies were not herein provided for.

          (c)  In the event of (1) the termination of this, Lease under
the provisions of Article 19 hereof, (2) the re-entry of the premises by
Landlord under the provisions of this Article 20, or (3) the termination
of this Lease (or re-entry) by or under any summary dispossess or other
proceeding or action or any provision of law by reason of default hereunder
on the part of Tenant, Landlord shall be entitled to retain all moneys, if
any, paid by Tenant to Landlord, whether as advance rent, Security or
otherwise, but such moneys shall be credited by Landlord against any
rent due from Tenant at the time of such termination or re-entry or, at
Landlord's option, against any damages payable by Tenant under Article 21
or pursuant to law.

     21.  DAMAGES. (a) In the event of any termination of this Lease under
          -------
the provisions of Article 19 or in the event that Landlord shall re-enter
the premises under the provisions of Article 20 or in the event of the
termination of this Lease (or of re-entry) by or under any summary dis-
possess or other proceeding or action or any provision of law, Tenant
will pay to Landlord as damages:

          (1)  sums equal to the aggregate of all rent which would have
          been payable by Tenant had this Lease not so terminated, or had
          Landlord not so re-entered the premises, payable upon the due
          dates therefore specified herein following such termination or
          such re-entry and until the date hereinbefore set for the expira-
          tion of the full term hereby granted; provided however that if
          Landlord shall re-let all or any part of the premises for all or
          any part of said period, Landlord shall credit Tenant with the
          net rents received by Landlord from such re-letting, such net
          rents to be determined by first deducting from the gross rents
          as and when received by Landlord from such reletting the reasona-
          ble expenses incurred or paid by Landlord in terminating this
          Lease or of re-entering

<PAGE>  20

          the premises and of securing possession thereof as well as the
          reasonable expenses of re-letting, including altering and pre-
          paring the premises for new tenants, brokers, commissions and all
          other similar or dissimilar expenses properly chargeable against
          the premises and the rental therefrom in connection with such
          re-letting, it being understood that any such re-letting may be
          for a period equal to or shorter or longer than the remaining
          term of this Lease; provided, further, that (i) in no event
          shall Tenant be entitled to receive any excess of such net rents
          over the sums payable by Tenant to Landlord hereunder, (ii) in
          no event shall Tenant be entitled in any suit for the collection
          of damages pursuant to this subsection (2) to a credit in respect
          of any net rents from a reletting except to the extent that such
          net rents are actually received by Landlord prior to the commence-
          ment of such suit, and (iii) if the premises or any part thereof
          should be re-let in combination with other space, then proper
          apportionment on a square foot area basis shall be made of the
          rent received from such re-letting and of the expenses of re-
          letting.

          (b)  For the purposes of subparagraph (a) of this Article 21,
the amount of additional fixed rent which would have been payable by
Tenant under Article 4 hereof for each lease year and/or tax year (as
those terms are herein defined) ending after such termination of this
Lease or such re-entry shall be deemed to be an amount equal to the
amount of such additional fixed rent payable by Tenant for the lease
year and/or tax year (as the case may be) ending immediately preceding
such termination of this Lease or such re-entry.  Suit or suits for the
recovery of such damages, or any installments thereof, may be brought by
Landlord from time to time at its election, and nothing contained herein
shall be deemed to require Landlord to postpone suit until the date when
the term of this Lease would have expired if it had not been terminated
under the provisions of Article 19, or under any provision of law, or had
Landlord not re-entered the premises.

          (c)  Nothing herein contained shall be construed as limiting or
precluding the recovery by Landlord against Tenant of any sums or damages
to which, in addition to the damages particularly provided above, Landlord
may lawfully be entitled by reason of any default hereunder on the part of
Tenant.

     22.  WAIVER OF TRIAL BY JURY.  It is mutually agreed by and between
          -----------------------
Landlord and Tenant that, except in the case of any action, proceeding or
counterclaim brought by either of the parties against the other for
personal injury or property damage, the respective parties hereto shall
and they hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on
any matters whatsoever arising out of or in any way connected with this
Lease.

     23.  LEASE CONTAINS ALL AGREEMENTS.  This Lease contains all of the
          -----------------------------
covenants, agreements, terms, provisions and conditions relating to the
leasing of the premises hereunder, and Landlord has not made and is not
making, and Tenant, in executing and delivering this Lease is not relying
upon, any warranties, representations, promises, or statements, except to
the extent that the same may expressly be set forth in this Lease.

     24.  NO WAIVERS. (a) No receipt of money by Landlord from Tenant with
          ----------
knowledge of the breach of any covenant or agreement of this Lease, or
after the termination hereof, or after the service of any notice, or after
the commencement of any suit, or after final judgment for possession of
the demised premises, shall be deemed a waiver of such breach, nor shall
it reinstate, continue or extend the term of this Lease or affect any such
notice, demand or suit.

          (b)  No delay on the part of Landlord or Tenant in exercising any
right, power or privilege hereunder or to seek redress for violation of, or
 to insist upon strict performance of any covenant or condition of this
Lease, or of any of the Rules and Regulations, shall operate as a waiver
thereof nor shall any single or partial exercise of any right, power or
privilege, preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

<PAGE>  21

          (c)  No act done or thing said by Landlord or Landlord's agents
shall constitute a cancellation, termination or modification of, or
eviction or surrender under, this Lease, or a waiver of any covenant,
condition or provision hereof, nor relieve Tenant of Tenant's obligation
to pay the rent hereunder.  Any acceptance of surrender, waiver or release
by Landlord and any cancellation, termination or modification of this Lease
must be in writing signed by Landlord, by its duly authorized representative.
The delivery of keys to any employee or agent of Landlord shall not operate
as a surrender or as a termination of this Lease, and no such employee or
agent shall have any power to accept such keys prior to the termination of
this Lease.

          (d)  Tenant hereby waives any and all rights to recover or regain
possession of the demised premises or to reinstate or to redeem the Lease
as permitted or provided by or under any statute, law or decision now or
hereafter in force and effect.

          (e)  No failure by Landlord to enforce any of the Rules and Regu-
lations against Tenant and or any/other tenant or occupant of the Building
shall be deemed a waiver thereof.  No provision of this Lease shall be
deemed waived by Landlord unless such waiver be in writing signed by Land-
lord.

          (f)  No payment by Tenant or receipt by Landlord of a lesser
amount than the rent herein stipulated and reserved shall be deemed to be
other than on account of the earliest stipulated rent then due and payable,
nor shall any endorsement or statement on any check, or letter accompanying
any rent check or payment be deemed an accord and satisfaction, and Land-
lord may accept the same without prejudice to Landlord's right to recover
any balance due or to pursue any other remedy in this Lease provided.

     25.   PARTIES BOUND.  The covenants, agreements, terms, provisions
           -------------
and conditions of this Lease shall bind and benefit the respective succes-
sors, assigns and legal representatives of the parties hereto with the same
effect as if mentioned in each instance where a party hereto is named or
referred to, except that no violation of the provisions of Article 11
hereof shall operate to vest any rights in any successor, assignee or legal
representative of Tenant and that the provisions of this Article 25 shall
not be construed as modifying the conditions of limitation contained in
Article 19 hereof.  It is understood and agreed, however, that the covenants
and obligations on the part of Landlord under this Lease shall not be
binding upon Landlord herein named with respect to any period subsequent
to the transfer of its interest in the Building, that in the event of such
transfer said covenants and obligations shall thereafter be binding upon
each transferee of such interest of Landlord herein named, but only with
respect to the period ending with a subsequent transfer of such interest,
and that a lease of the entire interest shall be deemed a transfer within
the meaning of this Article 25.

     26.  CURING TENANT'S DEFAULTS.  If Tenant shall default in the per-
          ------------------------
formance of any covenant, agreement, term, provision or condition herein
contained, Landlord, without thereby waiving such default, may perform the
same for the account and at the expense of Tenant, without notice in a case
of emergency and in any other case if such default continues after the
expiration of the applicable grace period provided for in Article 19 of
this Lease or if an emergency exists.  Bills for any expense incurred by
Landlord in connection with any such performance by Landlord for the
account of Tenant, and bills for all costs, expenses and disbursements of
every kind and nature whatsoever, including, but not limited to, reasonable
counsel fees, involved in collecting or endeavoring to collect the rent or
any part thereof or enforcing or endeavoring to enforce any rights against
Tenant, under or in connection with this Lease, or pursuant to law,
including (without being limited to) any such cost, expense and disburse-
ment involved in instituting and prosecuting summary proceedings, as well
as bills for any property, material labor or services provided, furnished
or rendered, or caused to be provided, furnished or rendered, by Landlord
to Tenant including (without being limited to) electric lamps and other
equipment, construction work done for the account of Tenant, as well as
for any charges for any additional building services incurred under Article
10 hereof and any charges for other similar or dissimilar services incurred
under this Lease, may be

<PAGE>  22

sent by Landlord to Tenant monthly, or immediately, at Landlord's option,
and shall be due and payable in accordance with the terms of said bills,
and if not paid when due, the amounts thereof shall immediately become due
and payable as additional rent under this Lease.

     27.   MISCELLANEOUS.
           -------------

          (a)  if in connection with obtaining financing for the Building,
a bank, insurance company or other recognized institutional lender shall
request reasonable modifications in this Lease as a condition to such
financing, Tenant will not unreasonably withhold, delay or defer its
consent thereto, provided that such modifications do not increase the
obligations of Tenant hereunder or materially decrease the obligations of
Landlord hereunder.  In addition thereto, Tenant shall furnish to any
mortgagee or proposed mortgagee of the Building, copies of Tenant's latest
financial statements duly certified by an independent certified public
accountant, or if no such certified statement is available, then such
statements shall be certified by the president of Tenant.  All such
statements which are not in the public domain shall be held in strict
confidence by Landlord and/or its mortgagee.

          (b)  Tenant shall not be entitled to exercise any right of
termination or other option granted to it by this Lease at any time when
Tenant is in default in the performance or observance of any of the
covenants, agreements, terms, provisions or conditions on its part to be
performed or observed beyond the applicable grace period provided in this
Lease.

          (c)  Tenant shall not sublet, take by assignment, or otherwise
occupy any space in the Building other than the premises hereby demised,
except with the prior written consent of Landlord in each instance.

          (d)  If this Lease is offered to Tenant by the managing agent of
the Building, such offer is made solely in the capacity as such agent and
subject to Landlord's acceptance and approval; and Tenant has executed
this Lease upon the understanding that this Lease shall not in any way bind
Landlord until such time as the same has been approved and executed by Land-
lord and a counterpart delivered to or received by Tenant.

          (e)  The laws of the State of New Jersey shall govern the valid-
ity, performance and enforcement of this Lease.  The invalidity or unen-
forceability of any provision hereof shall not affect or impair any other
provision.

          (f)  Whenever a neutral singular pronoun refers to Tenant, same
shall be deemed to refer to Tenant if Tenant be an individual, a corpora-
tion, a partnership or two or more individuals or corporations.

          (g)  The term "Landlord" as used in this Lease shall mean the
owner for the time being of the Building, and if such Building be sold or
transferred, the seller or assignor shall be entirely relieved of all
covenants and obligations under this Lease subsequent to such sale or
transfer and it shall be deemed, without further agreement between the
parties hereto and their successors, that the purchaser on such sale has
assumed and agreed to carry out all covenants and obligations of Landlord
arising on and after such sale or transfer.

          (h)  The term "office" or "offices," wherever used in this Lease
shall not be construed to mean premises used as a store or stores, or permit
the use of the premises for the sale, display, or auction at any time, of
goods, wares or merchandise of any kind, or as a restaurant, banking
facility, shop, booth, bootblack, or other stand, barber shop, beauty
parlor or for manufacturing or for any similar uses.

          (i)  The words "herein," "hereof," "hereunder," "hereafter," and
words of similar import refer to this Lease as a whole and not to any
particular section or subdivision thereof.

<PAGE>  23

          (j)  In all cases where Landlord's consent or approval is
required under this Lease, Landlord covenants and agrees that such consent
or approval shall not be unreasonably withheld or delayed at such times as
Tenant is not in default in the performance of any of its obligations under
this Lease beyond the applicable grace period provided herein.

     28.  INABILITY TO PERFORM. This Lease and the obligations of Tenant
          --------------------
to pay rent hereunder and perform all of the other covenants, agreements,
terms, provisions and conditions hereunder on the part of Tenant to be
performed shall in no wise be affected, impaired or excused because Land-
lord is unable to fulfill any of its obligations under this Lease or is
unable to supply or is delayed in supplying any service expressly or
impliedly to be supplied or is unable to make or is delayed in making
any repairs, replacements, additions, alterations or decorations or is
unable to supply or is delayed in supplying any equipment or fixtures if
Landlord is prevented or delayed from so doing by reason of strikes or
labor troubles or any other similar or dissimilar cause whatsoever beyond
Landlord's control, including, but not limited to, governmental preemption
in connection with a national emergency or by reason of any rule, order or
regulation of any department or subdivision thereof of any governmental
agency or by reason of the conditions of supply and demand which have been
or are affected by war or other emergency, or by reason of any fire or
other casualty or act of God.

     29.  ABANDONED PERSONAL PROPERTY.  Any personal property (other than
          ---------------------------
any fixture, equipment, improvement, installation or appurtenance of the
character referred to in Article 8 hereof), which shall remain in the
premises or any part thereof after the expiration or termination of the
term of this Lease shall be deemed to have been abandoned, and either may
be retained by Landlord as its property or may be disposed of in such
manner as Landlord may see fit; provided, however, that notwithstanding
the foregoing, Tenant will, upon request of Landlord made not later than
ten (10) days after the expiration or termination of the term hereof,
promptly remove from the Building any such personal property at Tenant's
own cost and expense.  If such personal property or any part thereof shall
be sold by Landlord, Landlord may receive and retain the proceeds of such
sale as Landlord's property.

     30.  EXCULPATION.  Notwithstanding anything to the contrary set forth
          -----------
in this Lease, in this specifically understood and agreed by Tenant that
there shall be absolutely no personal liability on the part of Landlord or
on the part of the partners of Landlord with respect to any of the terms,
covenants and conditions of this Lease, and Tenant shall look solely to the
equity, if any, of Landlord in the Land and Building for the satisfaction
of each and every remedy of Tenant in the event of any breach by Landlord
of any of the terms, covenants and conditions of this Lease to be performed
by Landlord; such exculpation of personal liability to be absolute and
without any exception whatsoever.

     31.  ARTICLE HEADINGS.  The Article headings of this Lease are for
          ----------------
convenience only and are not to be considered in construing the same.

     32.  QUIET ENJOYMENT.  Landlord covenants that if, and so long as,
          ---------------
Tenant is not in default beyond the applicable grace period provided herein
with respect to the performance of the terms and conditions on its part to
be performed under this Lease, Tenant shall quietly enjoy the premises with-
out hindrance or molestation by Landlord or by any other person lawfully
claiming the same, subject to the covenants, agreements, terms, provisions
and conditions of this Lease and to any ground leases and/or underlying
leases and/or mortgages, extensions, renewals, modifications, alterations
and substitutions thereof, to which this Lease is now and may hereafter be
subject and subordinate, as hereinbefore set forth.

     33.  ARBITRATION.  In any case in which it is provided b the terms of
          -----------
this Lease that any matter be determined by arbitration, the same shall be
settled by arbitration in the City of Hackensack, New Jersey in accordance
with the Rules of the American Arbitration Association (or its successor
then existing).  The determination in such arbitration proceeding shall be
conclusive upon the parties, and judgment upon any award or decision may
be entered in any court having jurisdiction

<PAGE>  24


thereof.  The costs, fees and expenses of the arbitrator or arbitrators
and/or the American Arbitration Association shall be shared equally by the
parties thereto unless otherwise provided in the arbitrators' decision.

     34.  HOLDING OVER.  If the Tenant retains possession of the demised
          ------------
premises or any part thereof after the termination of the term by lapse of
time or otherwise, without prior written approval of Landlord, the Tenant
shall pay the Landlord fixed rent at double the rate specified in Article
3, together with additional rent and other charges as provided herein, for
the time the Tenant thus remains in possession, and, in addition thereto,
shall pay the Landlord all damages, consequential as well as direct,
sustained by reason of the Tenant's retention of possession.  If the Tenant
remains in possession of the demised premises, or any part thereof, after
the termination of the term by lapse of time or otherwise, such holding
over shall, at the election of the Landlord expressed in a written notice
to the Tenant and not otherwise, constitute an extension of this Lease on a
month-to-month basis at double the monthly rental set forth in Article 3,
together with additional rent and other charges as provided herein.  The
provisions of this Article 34 do not exclude the Landlord's rights of re-
entry or any other right hereunder.

     35.  CANCELLATION.
          ------------

          (a) Tenant shall have the right to accelerate the termination
date of this Lease to May 30, 1984, provided Tenant sends a notice of its
election to accelerate the termination date ("Tenant's Accelerated Termina-
tion Date Notice") to Landlord on or before August 30, 1983.  Tenant's
Accelerated Termination Date Notice shall only be effective if it is
accompanied by Tenant's certified check made payable to Landlord in an
amount equal to the sum of six (6) months fixed rent and six (6) months of
Tenant's Electric Energy Charge ("Termination Penalty").

          (b)  In the event Landlord has not received a similar tenant's
accelerated termination date notice from Fittin, Cunningham & Lauzon, Inc.
(hereinafter called "Fittin"), simultaneously with Tenant's Accelerated
Termination Date Notice, then Landlord shall have the right, at its option
within fifteen (15) days of its receipt of Tenant's Accelerated Termination
Date Notice to void same by notice to Tenant, which notice shall be accom-
panied by the return of Tenant's check in the amount of the Termination
Penalty.  In the event Landlord voids Tenant's Accelerated Termination
Date Notice, then the term of the Lease shall expire on the termination
date set forth herein and the provisions of Article 36 of this Lease shall
be null and void.

     36.  OPTION TO RENEW.
          ---------------
          (a)  Provided Tenant is not in default under the Lease, Tenant
shall have the right at, its option by notice to Landlord not earlier than
January 1, 1985, nor later than April 30, 1985, to extend the term of this
Lease for an additional five (5) year period (hereinafter called "Option
Period") under all of the same terms and conditions contained herein except
that the-fixed rent as is set forth Preamble (7) shall be the greater of
(i) Thirty-Four Thousand Six Hundred Forty Five and 00/100 (34,645.00)
DOLLARS or (ii) a sum equal to Thirty-Four Thousand Six Hundred Forty-Five
and 00/100 ($34,645.00) DOLLARS and one hundred (100%) percent of the
increase from the date hereof until the commencement of the Option Period
in the fair market rental value of the demised premises.

          (b)  The fair market rental value of the demised premises shall
be determined by a Qualified Appraiser or Appraisers (as hereinafter de-
fined) estimated in terms of money, which the demised premises will bring
on the date the Option Period commences if exposed for rental in the open
market by a landlord, who is willing but not obliged to lease, allowing a
reasonable time to find a tenant, who is willing but not obliged to lease.

          (c)  Tenant shall furnish to Landlord on the date of its exercise
of its option to renew, an appraisal by a member of the American Institute
of Real Estate Appraisers, or its successor (any such member being herein-
after referred to as a "Qualified Appraiser") of the fair market rental
value of the demised premises.  If Landlord shall disagree with the results
of such appraisal, it shall cause an appraisal of the demised premises to
be made by another

<PAGE>  25

Qualified Appraiser and shall furnish such appraisal to Tenant within
twenty (20) days after receipt of Tenant's appraisal.  If Landlord and
Tenant's appraisals are within ten (10%) percent of each other, the fair
market rental value shall be the average of the two appraisals.  If not
and if within ten (10) days after submission by Landlord to Tenant of
Landlord's appraisal, Landlord and Tenant are unable to agree on the
amount of the fair market rental value, the Qualified Appraisers of Land-
lord and Tenant respectively, shall select a third Qualified Appraiser
whose appraisal of the fair market rental value of the demised premises
shall be conclusive for purposes of this Article.  If Landlord and Tenant's
Appraisers cannot select a third Qualified Appraiser, such Appraiser shall
be selected in accordance with the provisions of Article 33.  Landlord
shall bear the entire cost of Landlord's Appraisal, and Tenant shall bear
the entire cost of Tenant's Appraisal.  Landlord and Tenant shall equally
share the cost of the services rendered by the third Qualified Appraiser.
In all events, the selection of the third Qualified Appraiser and its
determination shall be made within thirty-five (35) days of the date upon
which Landlord's appraisal is submitted.

          (d)  If the third Qualified Appraiser's determination of the fair
market rental value of the demised premises is in excess of 110% of the
fair market rental value determined by Tenant's Qualified Appraiser, then
in that event Tenant shall have a right within fifteen (15) days of its
receipt of the third Qualified Appraiser's determination to terminate its
option to renew by notice to Landlord, which notice and Tenant's right to
terminate shall be strictly conditioned upon Landlord simultaneously
receiving a similar termination notice from Fittin, and Tenant furnishing
Landlord with its check made payable to Landlord in the amount of one-half
the cost of the services rendered by the third Qualified Appraiser.

          (e)  The option to renew as set forth above is expressly made
subject to the following two conditions: (i) simultaneous with Tenant's
exercise of this option, Landlord shall have received notice of an option
to renew from Fittin, and (ii) any tenant of the building who occupies in
excess of 5,882 rentable square feet has not as of June 1, 1985, entered
into a lease covering the demised premises or the premises occupied by
Fittin.

          (f)  In the event either of the conditions set forth in the sub-
division (e) has occurred, then in that event Tenant shall not have the
right to extend the term of the Lease and in lieu thereof Tenant shall
have the right at its election by notice to Landlord ("New Lease Notice"),
which notice shall be given within fifteen (15) days of its receipt of
Landlord's notice advising Tenant that the conditions set forth in sub-
division (d) have not been met, to enter into a new lease with Landlord
(hereinafter called the "New Lease") covering premises of approximately
2,306 rentable square feet presently occupied by Timeplex, Inc. (herein-
after called the "New Premises").  In the event Tenant elects to enter
into a New Lease, then the term of this Lease shall expire on December
31, 1985, and the term of the New Lease covering the New Premises shall
commence January 1, 1986, and expire December 31, 1990.  All of the terms,
conditions and covenants of the New Lease shall be the same as this Lease
except for the following: (i) the demised premises shall be the New
Premises; (ii) the term shall be for five (5) years; (iii) the Electric
Energy Charge shall be computed on the basis of the square footage of New
Premises and the then applicable charge; (iv) the commencement and termina-
tion dates shall be as set forth in this subdivision (f); (v) Tenant's
rentable area shall be 2,306; (vi) Tenant's percentage shall be 1.23%;
(vii) parking spaces shall be 8; (viii) Tenant shall take the New Premises
in its then "as is" but broom clean condition and Exhibit "B" of the Lease
shall be deleted; (ix) Articles 35 and 36 of this Lease shall be deleted;
(x) the fixed rent shall be equal to the fair market rentable value of the
New Premises as of the commencement date to be determined in accordance
with subparagraphs (b) and (c) of this Article.

          (g)  Tenant's option to enter into a New Lease for the New
Premises as set forth in subdivision (f) shall be strictly conditioned
upon the Landlord receiving a similar notice from Fittin expressing its
intention to enter into a new lease for premises presently occupied by
Rosemount, Inc.  In the event such notice is not received simultaneously
with Tenant's New Lease Notic, then Landlord shall have the right within
fifteen (15) days of its receipt of Tenant's New Lease Notice to void same
and thereupon this Lease shall terminate on the termination date originally
set forth herein and Tenant shall have no right to extend the term of this
Lease or to enter into a New Lease for the New Premises or for any other
area of the Building.

<PAGE>  26

     IN WITNESS WHEREOF, Landlord and Tenant have executed or caused to be
executed, these presents, as of the date first hereinabove set forth.

Signed, Sealed and Delivered          HEIGHTS PLAZA ASSOCIATES
in the presence of                    (Landlord)

/s/ Ellen J. Bisogno                    /s/ Alfred Sanzari
------------------------------        By ------------------------------
                                         General Partner

WITNESS                               AUTOMATED MEDICAL LABORATORIES,
                                      INC. (Tenant)

/s/                                     /s/ Thomas K. Langbein
------------------------------        By-------------------------------
                                        President

<PAGE>

                                                        "HEIGHTS PLAZA"

                                 EXHIBIT "B"
                                 -----------

                               Landlord's Work
                               ---------------


1.00  General Conditions
      ------------------

      1.01  Landlord agrees that, at its expense, prior to commencement of
            this Lease, it will provide the building standard work in the
            demised premises as described herein.

      1.02  Building standards shall mean the work described herein.

      1.03  Landlord shall use only new and first-class materials and will
            perform all work in a good and workmanlike condition.

      1.04  Landlord will provide a complete space to meet all State and
            local codes and requirements.

      1.05  Landlord will obtain and pay for all permits and inspections
            required for occupancy, exclusive of any special permits or
            approvals relating to Tenant's equipment or business operations.

      1.06  Landlord will furnish all labor, material and equipment required
            to complete the building standard work described herein and such
            additional work as Landlord may agree to provide in accordance
            with the final approved drawings and specifications.

      1.07  Tenant's Work shall mean any work performed by or on behalf of
            Tenant in the demised premises which is not included- in Land-
            lord's Work or otherwise performed by Landlord on behalf of
            Tenant.

      1.08  Contractors and subcontractors doing Tenant's Work shall be of
            Tenant's choice but shall be subject to Landlord's prior
            approval and such rules and regulations as Landlord, in its
            sole discretion, may impose.  Tenant's work may be done during
            normal working hours prior to the commencement date of this
            Lease provided Landlord's Work has progressed sufficiently that
            Tenant's Work will not interfere with remaining Landlord's Work.
            Tenant shall receive, without charge, water, heat, ventilation
            or cooling, during normal working hours, but only to the extent
            that such services are being supplied to Landlord's contractors
            and workmen at the demised premises at the time.  Tenant shall
            pay for hoist and rubbish removal service in connection with
            its work.  It is understood and agreed that Tenant's access and
            entry prior to the commencement of the Lease term to make its
            installations is conditioned upon Tenant's contractors, subcon-
            tractors and material suppliers working in harmony and not
            interfering with the labor forces employed by Landlord or any
            other tenant, or their contractors, subcontractors and material
            suppliers.  If, at any time, such entry shall cause disharmony
            or interference, then Tenant's right to such access and entry
            may be withdrawn by Landlord immediately.

            Workmen's Compensation, Public Liability and Property Damage
            insurance, all in amounts and with companies and on forms
            satisfactory to Landlord, shall be provided and at all times
            maintained by Tenant and its contractors engaged in the per-
            formance of Tenant's Work and before preceeding with any
            Tenant's Work.  Certificates for such insurance shall be
            furnished to Landlord.

      1.09  Access and entry by Tenant before the commencement date in
            accordance with 1.07 above shall be deemed to be under all of
            the terms, covenants, provision and conditions of the Lease
            except as to the covenant to pay rent.  Landlord shall not be
            liable in any way for any injury, loss or damage which may
            occur to any Tenant's decorations or installations so made
            prior to the commencement of the term of the Lease, the same
            being solely at Tenant's risk.

<PAGE>

2.00  Plans and Specifications
      ------------------------

      2.01  Tenant's architect will provide Landlord with twelve (12)
            complete sets of working plans and specifications for the demised
            premises, which plans shall be prepared in accordance with this
            Exhibit.  Landlord's architect will provide same service if
            desired by Tenant for $.55 per rentable square foot.

      2.02  The working plans and specifications shall be subject to Land-
            lord's review and approval, and, to the extent that such plans
            and specifications do no conform to this Exhibit, Landlord may
            disapprove the same unless Tenant agrees to pay Landlord for is
            additional costs in accordance with 2.03 below.

      2.03  On its plans and specifications furnished in accordance with
            2.02 above, Tenant may designate different materials (except
            window coverings) in place of building, standard materials
            which would otherwise be initially furnished and installed by
            Landlord under the provisions of this Exhibit, provided such
            selection is approved by Landlord.  If Tenant shall make any
            such selection, or if different materials are required because
            of any situation created by Tenant (by reason of subleasing or
            any other similar or dissimilar cause) wherein the applicable
            building codes prohibit the use of building standard materials,
            and if the Work Cost (as hereinafter defined) of such different
            materials shall exceed the Landlord's cost of building standard
            materials thereby replaced, Tenant shall pay to Landlord, as
            hereinafter provided, the difference between the Work Cost of
            such different new materials and the Landlord's cost of
            building standard materials thereby replaced.  Tenant may also
            indicate on its plans and specifications additional work and
            additional materials (subject to approval by Landlord) to be
            furnished and installed by Landlord at Tenant's expense, and
            Tenant shall pay to Landlord, as hereinafter provided, the
            Work Cost of such additional work and additional materials.
            No such different materials shall be furnished and installed
            in replacement for any of building standard materials nor shall
            any such additional work or additional materials be furnished
            and installed unless Landlord and Tenant shall have agreed in
            writing the Work Cost of such different new materials and the
            Landlord's cost of such replaced building standard materials,
            or the Work Cost of such additional work or additional materi-
            als, as the case may be.  All amounts payable by Tenant to
            Landlord pursuant to this Exhibit shall be paid by Tenant
            promptly after the rendering of bills therefor by Landlord
            to Tenant, it being understood and agreed that such bills may
            be rendered during the progress of the performance of the work
            and/or the furnishing and installation of the materials to
            which such bills relate and that final payment in full be
            made on the 10th day of the month following completion of
            the work, as additional rent under the Lease.  Any such dif-
            ferent materials and any such additional work and additional
            materials shall, upon installation, become the property of
            Landlord and shall be surrendered by Tenant to Landlord at
            the end or other expiration of the term of the Lease unless
            otherwise provided therein.  No credit shall be granted for
            the omission of building standard materials where no replacement
            in kind is made.  The term "Work Cost" as used in this Exhibit
            shall mean the total of all estimated actual costs to Landlord
            for furnishing and installing such different new materials or
            such additional work or additional materials, plus 10% overhead
            plus 10% profit of such actual costs.

      2.04  Tenant shall provide Landlord with the plans and specifications
            described in 2.01 above within fifteen (15) days from the date
            of the Lease and in default thereof, Landlord may, at its sole
            option, (a) advance the commencement date of the Lease by the
            number of days equal to the number of days of such delay, (b)
            proceed with the building standard work and layout as determined
            solely by Landlord, or (c) accept late delivery of Tenant's
            plans and specifications.  If such delivery or any changes made
            by Tenant as to information or drawings already submitted result
            in increased costs, Tenant shall pay such costs as additional
            rent as and when incurred.

3.00  Directory
      ---------

      3.01  Provide a directory at the main level lobby with the name and
            location of Tenant indicated thereon.

4.00  Partitions
      ----------

<PAGE>

      4.01  Partitions in accordance with the approved plans not to exceed
            one (1) lineal foot of partition per 20 square feet of rentable
            area of the demised premises.

      4.02  Between the demised premises and corridor(s) and/or between
            the demised premises and adjacent space, 5/8" fire code gypsum
            board, taped and spackled, on each side of 3 5/8" metal studs,
            16" on center.  Demising partitions to have 3-1/2" (full thick)
            sound deadening insulation installed within from floor to
            underside of floor above.

      4.03  In the demised premises, 5/8" fire code gypsum board on each
            side of 3 5/8" metal stud, 16" on center, taped and spackled,
            to underside of finished ceiling.

      4.04  Partitions terminating in the building exterior wall shall meet
            either a mullion or a column without interfering with access
            to the peripheral enclosure.

      4.05  There will be no jogs, curves or angels in any partition.

5.00  Doors and Bucks
      ---------------

      5.01  All bucks to be 16 gauge hollow metal.

      5.02  Doors within tenant space to be 3'0" x 7'0" x 1 3/4" wood solid
            core stain grade.

      5.03  Tenants main entrance to be full height 3'0" x 9'0" x 1 3/4"
            wood solid core door with a 2'6" x 9'0" tempered glass side
            light.

      5.04  Secondary egress doors on public cooridors to be 3'0" x 9'0" x
            1 3/4" wood solid core.

6.00  Glazing
      -------

      6.01  Glazing in windows and doors shall be as required by local
            State and Federal regulations.

7.00  Rough and Finished Hardware
      ---------------------------

      7.01  Provide rough and finished hardware including latch sets on
            individual office doors.

      7.02  Landlord shall supply and install all rough and finish hardware.

      7.03  Finish hardware to be Schlage, Sargent, Yale and Towne or
            equal, as selected by Landlord.

      7.04  All doors to be located, oriented and equipped with hardware
            in accordance with local codes.

      7.05  Heavy duty lock sets and closers shall be installed on all
            doors opening on public corridors.

      7.06  All locks shall be keyed to the building, master keying system.

      7.07  Furnish and install chrome clothes rods and shelf for coat
            closets in Tenants plans.

8.00  Acoustical Ceilings
      -------------------

      8.01  Lay in acoustic tile ceilings shall be 24" x 48" x 5/8"
            exposed grid in all areas.  Tile shall be U.S. Gypsum Aura-
            tone or equal, as selected by Landlord.  Entire ceiling system
            shall be fire rated.

      8.02  Ceiling heights to be 9'0" except where otherwise noted.

9.00  Flooring
      --------

      9.01  An allowance of $9.00 per square yard will be given to Tenant
            towards the

<PAGE>

            purchase and installation of carpet and base in areas where
            asbestos tile is not installed by Landlord.

      9.02  All carpets will be selected from Landlord's samples.

      9.03  Supply rooms, telephone and equipment rooms and mailrooms will
            receive 1/8" vinyl asbestos tile with 4" vinyl base to be
            selected from Landlord's samples.

10.00 Painting
      --------

      10.01  Interior wall surfaces of gypsum board shall receive two (2)
             coats of flat alkyd paint, colors to be selected by Tenant
             from Landlord's samples.

      10.02  All exposed interior ferrous metal surfaces including miscel-
             laneous metal, piping duct work and mechanical equipment shall
             receive two (2)coats-of enamel paint over one (1) coat of
             primer.

      10.03  Metal doors, door bucks and other metal surfaces not having
             baked enamel finish shall receive two coats of enamel paint
             over one coat of primer.

      10.04  Paint manufacturers to be utilized are as follows:

             a.  Pratt & Lambert, Devoe, Conlux or approved equal, as
                 selected by Landlord.

11.00 Window Covering
      ---------------

      11.01  Furnish and install building standard horizontal blinds with
             color as established by Landlord for all exterior windows.

12.00 HVAC Specifications
      -------------------

      12.01  Heating and air-conditioning shall be capable of maintaining
             78F (+ or - 2 F) at 50% relative humidity when the outdoor
             temperature is 95 F.D.b. 76 F-W.B. in the cooling season.
             Heating season 70 F(+ or - 2 F) and 20% + or - 5% relative
             humidity when outside temperature is 5 F-D.B. Thermostatic
             setting's shall be subject to all applicable laws and any
             required compliance certificates or other energy management
             forms.

      12.02  The HVAC systems shall be a Carrier variable air volume-type
             system using a model #37AG & #37AH moduline terminals.  The
             terminals shall be mounted on the air ceiling suspension system.
             Master units shall have self-contained automatic thermostats
             and volume control. Terminals can operate from 100% of nominal
             volume to 10% of nominal volume.

      12.03  The terminals are connected to supply duct systems which are
             supplied with conditioned air from rooftop air handling units,
             with cooling coils, filters., mixing, dampers and relief
             dampers, Carrier 39E fan coil units.

      12.04  A control panel for each system contains, time clock, refrig-
             eration step controller, duct supply air control thermostat
             and automatic economizer controls.

      12.05  The air supply distribution of the HVAC system for the
             demised premises shall be based on one (1) watt per square
             foot of total power load for head. producing equipment.
             Occupancy rate based on 150 square feet per person.

      12.06  All heating will be provided from perimeter electric base-
             board radiation with ceiling plenum electric unit heaters on
             the floor and below the first floor to offset heat losses.

      12.07  The control system for the heating will be by means of an
             electronic "SCR" controller and solar compensation system.

      12.08  The system will be under time clock control to operate during
             Business Hours on Business Days (as those terms are defined
             in the Lease).

<PAGE>

      12.09  Zoning on tenant areas will be based on 600 to 1,200 sq. ft.
             per zone, depending upon usage and orientation.

      12.10  Lighting load on HVAC system will be based on 2.5 to 3 watts
             per square foot.

      12.11  If Tenant's equipment (i.e., computers, etc.) requires air-
             conditioning, above and beyond building' standard as outlined,
             said additional air-conditioning, (including cost of operation
             as stipulated in the Lease) shall be paid for by Tenant as an
             extra cost.  Any special exhaust requirements will also be an
             extra cost to be paid by Tenant.

13.00 Electrical Specifications
      -------------------------

      13.01  Lighting
             --------

             A.  Office Areas - provide 1-2'-0" x 4'-0", 4 tube recessed
                 fluorescent fixture for each 80 square feet of rentable
                 space.  Fixtures to be as manufactured by Roberts Manufac-
                 turing catalog #K85-440-A277 or approved equal, as selected
                 by Landlord.

             B.  Provide 2'-0" x 2'-0" recessed fluroescent fixture where
                 required as a substitute for a like number of 2'-0" x 4'-0"
                 fixtures.

      13.02  Power - one (1) duplex receptacle will be provided for each
             -----
             125 square feet of rentable area and to meet all applicable
             codes.

      13.03  Exit and emergency lighting to be provided as per codes.

      13.04  One light switch will be provided in each office.

      13.05  Provide an emergency generator plant, complete with automatic
             transfer switch to operate all emergency and exit lighting
             fixtures in public areas, the fire alarm system, the fire
             pump and one elevator in case of power disruption from P.S.E.
             & G. sources.

      13.06  The average electric load of the demised premises shall not
             exceed four (4) watts per square foot for lighting and power.

      13.07  Electrical Specs - Landlord shall initially provide and
             ----------------
             install lamps and ballasts at its expense.  Replacement of
             same by Landlord at Tenant's expense.

14.00  Sprinkler System
       ----------------

      14.01  Provide a complete sprinkler system throughout entire building
             and garage area in accordance with all state and local codes.

      14.02  Sprinkler heads installed in all office and lobby areas shall
             be a concealed type as manufactured by the Reliable Sprinkler
             Co., or equal, as selected by Landlord.

15.00  Telephone Service
       -----------------

      15.01  The Landlord shall arrange with New Jersey Bell Telephone
             Company for telephone service within the equipment room in
             the building core.

      15.02  All telephone work and wiring in partitions, floors and
             ceilings to be arranged for by Tenant with New Jersey Bell
             Telephone Company or other qualified installer selected by
             Tenant.  Landlord will coordinate work with other trades as
             required.  Completion or non-completion of the telephone work
             will not delay Tenant's acceptance of the demised premises
             or the payment of rent.  All electrical load centers, special
             wiring and plywood supplied by Landlord for telephone equipment
             shall be an extra cost to be paid by Tenant.  Telephone company
             wiring is to meet all prevailing codes.

<PAGE>

                                    EXHIBIT C
                                    ---------


                             RULES AND REGULATIONS

     1.  The public and common sidewalks, entrances, passages, courts,
elevators, vestibules, stairways, corridors or halls shall not be ob-
structed, or encumbered by any tenant or used for any purpose other than
ingress and egress to and from the premises.

     2.  No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of the Landlord.
No curtains, blinds, shades, or screens shall be attached to or hung in,
or used in connection with any window or door of the premises, without the
prior written consent of the Landlord.  Such awnings, projections, curtains,
blinds, shades, screens or other fixtures must be of a quality, type,
design and color, and attached in the manner approved by Landlord.  All
electrical fixtures hung in offices or spaces along the perimeter of the
premises must be of a quality, type, design and bulb color approved by the
Landlord.

     3.  No sign, advertisement, notice or other lettering shall be
exhibited, inscribed painted or affixed by any tenant on any part of the
outside or inside of the premises Building without prior written consent
of the Landlord.  In the event of the violation of the foregoing, by any
tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to the tenant or tenants violating this
rule. Interior signs on doors and directory tablet shall be inscribed,
painted or affixed for each tenant by the Landlord at the expense of such
tenant, and shall be of a size, color and style acceptable to the Landlord.

     4.  The sashes, sash doors, skylights, windows and doors that reflect
or admit light and air into the halls, passageways or other public places
in the Building shall not be covered or obstructed by any tenant, nor shall
any bottles, parcels, or other articles be placed on the windowsills.

     5.  The water and wash closets and other plumbing fixtures shall not
be used for any purposes other than those for which they were constructed,
and no sweepings, rubbish, rags or other substances shall be thrown therein.
All damages resulting from any misuse of the fixtures shall be borne by the
tenant who, or whose servants employees, agents, visitors or licensees,
shall have caused the same.

     6.  No tenant shall, mark, paint, drill into, or in any way deface
any part of the premises or the Building of which they form a part.  No
boring, cutting or stringing of wires shall be permitted, except with the
prior written consent of the Landlord, and as the Landlord may direct.
No tenant shall lay linoleum, or other similar floor covering, so that the
same shall come in direct contact with the floor of the premises, and if
linoleum, rug, or other similar floor covering is desired to be used, an
interlining of builder's deadening felt shall be first affixed to the
floor, by a paste or other material, soluble in water, the use of cement
or other similar adhesive material being expressly prohibited.

     7.  No space in the Building shall be used for manufacturing, for the
storage, of merchandise, or for the sale of merchandise, goods or property
of any kind at auction.

     8.  No tenant shall make, or permit to be made, any unseemly or
disturbing noises or disturb or interfere with other occupants of the
Building or those having business with them whether by the use of any
musical instrument, radio, television set, talking machine, unmusical
noise, whistling, singing, or in any other way.  No tenant shall throw
anything, out of the doors, windows or skylights or down the passageways.

     9.  No additional locks or bolts of any kind shall be placed upon any
of the doors or windows by any tenant, nor shall an changes be made in
existing locks or the mechanism thereof.  Each tenant must, upon the
termination of his tenancy, restore to the Landlord all keys of stores,
offices and toilet rooms, either furnished to, or otherwise procured by,
such tenant, and in the event of the loss of any keys, so furnished, such
tenant shall pay to Landlord the cost thereof.

     10.  All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the
hours which the Landlord or its agents may reasonably designate from time
to time.  The Landlord reserves the right to inspect all safes, freight or
other bulky articles to be brought into the Building and to

<PAGE>

exclude from the Building all safes, freight or other bulky articles which
violate any of these Rules and Regulations or the Lease of which these
Rules and Regulations are a part.

     11.  No tenant shall occupy or permit any portion of the premises
demised to him to be occupied as an office for a public stenographer or
typist, or a small loan company or for the possession, storage, manufacture,
or sale of liquor, narcotics, dope, tobacco, in any form, or as a barber,
beauty parlor, or manicure shop, or as an employment bureau.  No tenant
shall engage or pay any employees on the premises, except those actually
working for such tenant on said premises, nor advertise for laborers
giving an address at said premises.

     12.  No tenant shall purchase ice, towels, or other like service,
from any company or persons not approved by the Landlord.

     13.  The Landlord reserves the right to exclude from the Building,
between the hours of 6:00 P.M. and 8:00 A.M. on Monday to Friday,
inclusive, and between the hours of 1:00 P.M. on Saturday and 8:00 A.M.
on the following Monday, as well as on legal holidays, all persons who do
not present a pass to the Building signed by the Landlord.  The Landlord
will furnish passes to persons for whom any tenant requests same in writing.
Each tenant shall be responsible for all persons for whom it requests such
pass and shall be liable to the Landlord for all acts of such persons.

     14.  Canvassing, soliciting and peddling, in the Building is pro-
hibited and each tenant shall cooperate to prevent the same.

     15.  There shall not be used in any space, or in the public halls of
any Building either by any tenant or by jobbers or others in the delivery
or receipt of merchandise, any hand trucks, except those equipped with
rubber tires and side guards.

     16.  Tenant shall not do any cooking, conduct any restaurant, lunch-
eonette or cafeteria for the sale or service of food or beverages to its
employees or to others, or cause or permit any odors of cooking or other
processes or any unusual or objectionable odors to emanate from the
premises.  Tenant shall not install or permit the installation or use of
any food, beverage, cigarette, cigar or stamp dispensing machine; or
permit the delivery of any food or beverage to the premises, except by
such persons delivering the same as shall be approved by Landlord.

     17.  Tenant shall not use or permit the premises to be used for any
unlawful or illegal business or purpose or for lodging.

     18.  Tenant shall not illegally sell or store upon the premises any
spirituous, malt or vinous liquor or any narcotic drugs and shall not
exhibit, sell or offer for sale on the premises or the Building anything
whatsoever except such as are essentially connected with the stated use
of the premises.

     19.  Tenant shall not do or permit to be done any act or thing upon
the premises which will invalidate or be in conflict with any fire in-
surance policies or increase the rate of fire insurance covering the
Building of which the premises form a part and shall not do or permit to
be done any act or thing upon the premises which shall or might subject
Landlord to any liability or responsibility for injury to any person or
persons or to property by means of any business or operation being carried
on in the premises or for any other reason.  In no event shall any ex-
plosives or flammable materials be taken into or retained in the premises.

     20.  If the sprinkler system or any of its appliances shall be damaged
or injured, or not in proper working order by reason of any act or omission
of any tenant, or any tenant's agents, servants, employees, licensees or
visitors, such tenant shall forthwith restore the same to good working
conditions at its own expense; and if the Board of Fire Underwriters or
any fire insurance company or any bureau, department or official of the
state or city government having jurisdiction shall require or recommend
that any changes, modifications, alterations or additional sprinkler heads
or other equipment be made or supplied by reason of such tenant's business,
or the location of partitions, trade fixtures, or other contents of the
premises, or if any such changes, modifications, alterations, additional
sprinkler heads or other equipment, become necessary to prevent the impo-
sition of a penalty or charge against the full allowance for a sprinkler
system in the fire insurance rate as fixed by said Board, or by any fire
insurance company, such tenant shall at its expense, promptly make and
supply such changes, modifications, alterations, additional sprinkler
heads or other equipment.

<PAGE>

     21.  Tenant shall not place or permit to be placed any vending
machines in the premises, except with the prior written contsent of
Landlord in each instance.

     22.  Tenant shall not use or permit the parking decks to be used for
the parking, loading or unloading of trucks exceeding the weight limit
established from time to time by Landlord.

<PAGE>

                                  EXHIBIT D
                                  ---------

                             JANITORIAL SERVICES

A.  Nightly Services - Monday thru Friday:
    -------------------------------------
    1.  Empty and clean ash trays.
    2.  Empty waste baskets.
    3.  Clean cigarette urns.
    4.  Remove trash to areas designated.
    5.  Wipe drinking fountains.
    6.  Sweep floors.
    7.  Dust desks and tables.
    8.  Dust desk accessories not of material value and replace in proper
        place.
    9.  Dust cabinets, files, chairs and window sills.
    10. Vacuum carpets.

C.  Outside Services, as required:
    -----------------------------

    1.  Sweep driveways and curbs.
    2.  Sweep and clean sidewalks.
    3.  Snow removal from driveways, sidewalks, steps and parking areas.

D.  Occasional Service, when necessary:
    ----------------------------------

    1.  Dust paneling.
    2.  Dust picture frames.
    3.  Dust diffusers.
    4.  High dust door tops, tops of partitions and high ledges.
    5.  Damp mop floors.

E.  Nightly Service - Restroom Area - Monday thru Friday (on floor(s)
    ----------------------------------------------------
    leased by Tenant)

    1.  Sweep, mop and sanitize floors.
    2.  Clean commodes and toilet seats.
    3.  Empty and clean towel and sanitary disposal receptacles.
    4.  Clean urinals.
    5.  Clean mirrors.
    6.  Clean sinks.
    7.  Sanitize plumbing fixtures.

F.  Occasional Service-Restroom Area (on floor(s) leased by Tenant)
    --------------------------------

    1.  High dust walls and ceilings.
    2.  Completely clean ceramic tile.
    3.  Replenish soap, toilet tissue and paper towels.
    4.  Spot clean ceramic wall tiles.

G.  Public Areas and Supplemental Service
    -------------------------------------

    1.  Wash and wax flooring, on stairs, Corridors, foyers and elevators,
        as necessary.
    2.  Elevator, stairway and utility doors washed with clear water or
        approved cleanser, as necessary.
    3.  Dust and clean electric fixtures and fittings in public corridors,
        foyers, stairways, as necessary.

H.  Window Cleaning Services
    ------------------------

    1.  Exterior windows and glass and interior glass doors and partition
        glass will be washed inside and outside as required, but not more
        than four (4) times per year.

I.      The Janitorial Services described in this Exhibit shall be deemed
all-inclusive and although Landlord, at its sole discretion, reserves the
right to provide, from time to time, additional services, it shall not be
required to provide any such additional services including, without limita-
tion, waxing floors in the demised premises.