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                                 LEASE AGREEMENT

                                     BETWEEN

                           ALFIERI-PARKWAY ASSOCIATES,

                                   AS LANDLORD

                                      -AND-

                               INTELLIGROUP, INC.,

                                    AS TENANT



PREMISES: 499 THORNALL STREET 
          EDISON, NEW JERSEY
          10TH & 11TH FLOORS


DATED:    MARCH 17,1998


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<PAGE>


                                      INDEX
                                      -----


ARTICLE         CAPTION                                                 PAGE
-------         -------                                                 ----

   1            Demised Premises, Term, Rent.........................    1

   2            Use..................................................    2

   3            Preparation of the Demised Premises..................    3

   4            When Demised Premises Ready for Occupancy............    3

   5            Additional Rent......................................    4

   6            Subordination, Notice to Mortgagees..................    8

   7            Quiet Enjoyment......................................    9

   8            Assignment, Mortgaging, Subletting...................    9

   9            Compliance with Laws and Requirements of 
                  Public Authorities.................................    11

   10           Insurance............................................    12

   11           Rules and Regulations................................    14

   12           Tenant's Changes.....................................    14

   13           Tenant's Property....................................    16

   14           Repairs and Maintenance..............................    17

   15           Electricity..........................................    18

   16           Heating, Ventilation and Air-Conditioning............    20

   17           Landlord's Other Services............................    20

   18           Access, Changes in Building Facilities, Name.........    21

   19           Notices of Accidents.................................    22

   20           Non-Liability and Indemnification....................    23



                                      (i)
<PAGE>


   21           Destruction or Damage................................    23

   22           Eminent Domain.......................................    25

   23           Surrender............................................    27

   24           Conditions of Limitation.............................    27

   25           Re-Entry by Landlord.................................    28

   26           Damages..............................................    29

   27           Waivers..............................................    31

   28           No Other Waivers or Modifications....................    31

   29           Curing Tenant's Defaults.............................    32

   30           Broker...............................................    33

   31           Notices..............................................    33

   32           Estoppel Certificate.................................    33

   33           Arbitration..........................................    34

   34           No Other Representations, Construction, 
                  Governing Law......................................    35

   35           Security.............................................    35

   36           Parties Bound........................................    36

   37           Consents.............................................    37

   38           Mortgage Financing - Tenant Cooperation..............    37

   39           Environmental Compliance.............................    37

   40           Holding Over.........................................    38

   41           Certain Definitions & Constructions..................    39



                                      (ii)
<PAGE>


   42           Relocation of Tenant.................................    39

   43           Option to Renew......................................    40

   44           Right of First Negotiation...........................    40

   45           Satellite Dish.......................................    41


                EXHIBIT A - Description  of Land 
                EXHIBIT B - Floor Plan 
                EXHIBIT C - Separate  Workletter
                EXHIBIT D - Cleaning  and  Maintenance Specifications
                EXHIBIT E - Rules  and  Regulations
                EXHIBIT F - Definitions
                EXHIBIT G - Subordination, Non-Disturbance
                              and  Attornment Agreement
                EXHIBIT H - Form of Commencement Letter



                                     (iii)
<PAGE>


     LEASE,  dated March 17, 1998,  between  ALFIERI-PARKWAY  ASSOCIATES,  a New
Jersey  General  Partnership,  c/o  Alfieri  Property  Management,   having  its
principal  office located at 399 Thornall  Street,  P.O. Box 2911,  Edison,  New
Jersey  08S18-2911,   ("Landlord"),   and  INTELLIGROUP,   INC.,  a  New  Jersey
Corporation,  having its principal office located at 70 Wood Avenue, Iselin, New
Jersey 08830, ("Tenant").

                                   WITNESSETH:
                                   -----------

                                    ARTICLE 1

                          DEMISED PREMISES, TERM, RENT

     1.01.  Landlord  hereby  leases to  Tenant,  and Tenant  hereby  hires from
Landlord,  the premises  hereinafter  described,  in the building located at 499
Thornall  Street,  Edison,  New Jersey,  ("Building") on the parcel of land more
particularly  described in Exhibit A ("Land"),  for the term hereinafter stated,
for the  rents  hereinafter  reserved  and upon and  subject  to the  conditions
(including limitations, restrictions and reservations) and covenants hereinafter
provided.  Each party  hereby  expressly  covenants  and  agrees to observe  and
perform all of the conditions and covenants  herein  contained on its part to be
observed and performed.

     1.02.  The premises  hereby leased to Tenant is the 10th and 11th floors of
the Building,  as shown on the floor plans annexed hereto as Exhibit B. Landlord
and Tenant have mutually  agreed that the premises  leased has a total  rentable
area of 48,476  square feet which  includes  Tenant's  share of the common area.
Said  premises,   together  with  all  fixtures  and  equipment   which  at  the
commencement,  or during the term of this  Lease are  thereto  attached  (except
items not deemed to be included  therein and  removable by Tenant as provided in
Article 13) constitute the "Demised Premises".

     1.03.  The term of this Lease,  for which the Demised  Premises  are hereby
leased,  shall commence on a date  ("Commencement  Date") which shall be (i) the
day on which the Demised Premises are ready for occupancy (as defined in Article
4) or (ii) the day Tenant,  or anyone  claiming under or through  Tenant,  first
occupies the Demised Premises for business,  whichever occurs earlier, and shall
end at noon on the  last day of the  calendar  month  in  which  occurs  the day
preceding the tenth (10th)  anniversary of the  Commencement  Date, which ending
date is hereinafter  called the "Expiration  Date", or shall end on such earlier
date upon which said term may expire or be  canceled or  terminated  pursuant to
any of the  conditions  or covenants of this Lease or pursuant to law.  Promptly
following the Commencement  Date, the Landlord shall notify Tenant in writing of
the  Commencement  Date and the Expiration Date as determined in accordance with
this Section.  Attached  hereto as Exhibit H is a form of the notice which shall
be used by Landlord to identify the Commencement Date.



<PAGE>


     1.04. The rents reserved under this Lease,  for the term thereof,  shall be
and consist of:

          (a) Fixed rent of $1,163,424.00 per year,  (calculated on the basis of
$24.00/sq.  ft. for 48,476 sq. ft. of  rentable  area) which shall be payable in
equal monthly installments of $96,952.00 in advance on the first day of each and
every  calendar  month during the term of this Lease,  (except Tenant shall pay,
upon execution and delivery of this Lease by Tenant, the sum of $96,952.00 to be
applied  against the first monthly  installment  or  installments  of fixed rent
becoming due under this Lease) and

          (b)  Additional  rent  consisting  of all such  other sums of money as
shall become due from and payable by Tenant to Landlord  hereunder  (for default
in payment of which  Landlord  shall have the same  remedies as for a default in
payment of fixed rent),

all to be paid to Landlord at its office,  or such other place, or to such agent
at such place, as Landlord may designate by notice to Tenant, in lawful money of
the United States of America.

     1.05.  Tenant shall pay the fixed rent and additional  rent herein reserved
promptly  as and when the same shall  become  due and  payable,  without  demand
therefor and without any abatement, deduction or setoff whatsoever.

     1.06. If the Commencement  Date occurs on a day other than the first day of
a calendar  month,  the fixed rent for such calendar month shall be prorated and
the balance of the first month's fixed rent paid in accordance with Section 1.04
above shall be credited against the next monthly installment of fixed rent.

     1.07. Late payments of any payment of rent,  including  monthly rent or any
portion  thereof,  which is not received  within seven (7) days after it is due,
will be  subject  to a late  charge  equal to five  percent  (5%) of the  unpaid
payment,  or $100.00,  whichever is greater.  This amount is in  compensation of
Landlord's  additional cost of processing late payments.  In addition,  any rent
which is not paid when due,  including  monthly rent,  will accrue interest at a
late rate charge of First Union Prime Rate plus three percent (3%) per annum, as
said rate is reasonably  determined by Landlord from published reports,  (but in
no event in an amount in excess of the maximum rate allowed by  applicable  law)
from the date on  which  it was due  until  the date on which it is paid in full
with accrued  interest.  Notwithstanding  the foregoing,  in every calendar year
Tenant  shall be entitled to one  instance of late  payment of rent  without any
late charge or late rate interest  charge  provided  Tenant pays Landlord within
five (5) days of written demand served by Landlord upon Tenant.  If Tenant is in
default of the Lease for failure to pay rent,  in  addition to the late  charges
and interest set forth above,  Tenant shall be charged with all attorney fees in
connection  with  any  litigation  successfully  brought  by  Landlord  for  the
collection of all sums due Landlord.



                                      -2-
<PAGE>


                                    ARTICLE 2

                                       USE

     2.01. Tenant  shall use and occupy the Demised  Premises for  executive and
general of offices for the  transaction  of Tenant's  business  and for no other
purpose.

     2.02. The use of the Demised Premises for the purposes specified in Section
2.01  shall not  include,  and  Tenant  shall  not use or permit  the use of the
Demised Premises or any part thereof, for:

          (a) A school  of any kind  other  than for the  training  of  Tenant's
present or future employees;

          (b) An employment agency; or

          (c) An  office  for any  governmental  or quasi  governmental  bureau,
department,  agency, foreign or domestic,  including any autonomous governmental
corporation or diplomatic or trade mission.

          (d) Any  telemarketing  activities or other direct selling  activities
where telemarketing is the primary operation; or

          (e) Any use, including executive and general office use, which results
in a density of a population  of more than one person for every 200 square feet.
The foregoing  density standard shall not be deemed violated when exceeded under
short term or temporary events arising out of or relating to training activities
of Tenant.

     2.03. If any  governmental  license or permit,  other than a Certificate of
Occupancy,  shall be  required  for the proper and  lawful  conduct of  Tenant's
business in the Demised Premises,  or any part thereof, and if failure to secure
such license or permit would in any way affect Landlord, Tenant, at its expense,
shall  submit the same to  inspection  by  Landlord.  Tenant  shall at all times
comply with the terms and conditions of each such license or permit.

     2.04.  Tenant shall not at any time use or occupy, or do or permit anything
to be done in the Demised Premises, in violation of the Certificate of Occupancy
(or other similar municipal  ordinance)  governing the use and occupation of the
Demised Premises or for the Building.




                                      -3-
<PAGE>


                                    ARTICLE 3

                       PREPARATION OF THE DEMISED PREMISES

     3.01.  The Demised  Premises  shall be completed  and prepared for Tenant's
occupancy in the manner, and subject to the terms, conditions and covenants, set
forth in Exhibit C and any attachments thereto. The facilities,  materials,  and
work so to be furnished,  installed,  and  performed in the Demised  Premises by
Landlord  at its  expense  are  hereinafter  and in  Exhibit  C  referred  to as
"Landlord's Work". Such other  installations,  materials,  and work which may be
undertaken by or for the account of Tenant to equip,  decorate,  and furnish the
Demised Premises for Tenant's occupancy,  commonly called finishing trades work,
are  hereinafter and in Exhibit C called  "Tenant's  Finish Work." All terms and
provisions  relating to allowances,  bidding and construction,  if any, shall be
set forth on Exhibit C and any attachments thereto.  After review and completion
of the final construction  drawings,  Landlord shall notify Tenant in writing of
any  restoration  Tenant shall be responsible  for upon the  termination of this
Lease. In any event, Tenant shall remove from the Demised Premises all equipment
comprising  Tenant's  Voice,  Data and Security  Systems,  including  associated
outlets,  wires,  wiring trays and other  equipment,  materials and  facilities,
whether  located in the  ceiling,  floor  and/or walls which in any way relates,
pertains  to,  constitutes  or is connected  with  Tenant's  Voice,  Data and/or
Security  Systems and regardless of whether  Landlord or Tenant installed and/or
paid for the installation of such systems.

                                    ARTICLE 4

                    WHEN DEMISED PREMISES READY FOR OCCUPANCY

     4.01.  The Demised  Premises  shall be deemed  ready for  occupancy  on the
earliest date on which all of the following conditions have been met:

          (a) A Certificate of Occupancy (temporary or final) has been issued by
the applicable governmental authorities,  permitting Tenant's use of the Demised
Premises for the purposes for which the same have been leased.

          (b) Landlord's  Work, and so much of Tenant's  Finish Work as Landlord
shall  have  undertaken  in  accordance  with  Exhibit C or by  separate  letter
agreement, in the Demised Premises have been substantially  completed,  and same
shall be so deemed  notwithstanding the fact that minor or insubstantial details
of  construction,  mechanical  adjustment,  or decoration or special Finish Work
requested  by  Tenant,   such  as  cabinetry   remain  to  be   performed,   the
non-completion  of which does not materially  interfere with Tenant's use of the
Demised Premises.

          (c) Reasonable  means of access and  facilities  necessary to Tenant's
use and occupancy of the Demised Premises,  including  corridors,  elevators and
stairways, and



                                      -4-
<PAGE>


heating  ventilating,   air  conditioning,   sanitary,   water,  and  electrical
facilities,  have been installed and are in reasonably  good operating order and
available to Tenant.

     4.02. If making the Demised  Premises ready for occupancy  shall be delayed
by any act or omission of Tenant or any of its employees,  agents or contractors
or any  failure  (not  due to any  act or  omission  of  Landlord  or any of its
employees,  agents or  contractors)  to plan or  execute  Tenant's  Finish  Work
diligently  or by reason  of  Tenant's  failure  to  submit  Tenant's  plans and
specifications in the manner set forth in this Lease, the Demised Premises shall
be deemed  ready for  occupancy  on the date when they would have been ready but
for such delay. Landlord shall provide Tenant with fax or telephonic notice with
a 48 hour cure period before claiming a Tenant Delay.

     4.03.  If and when  Tenant  shall take  actual  possession  of the  Demised
Premises,  it shall be conclusively  presumed that the same were in satisfactory
condition  (except  for  latent  defects)  as of the  date  of  such  taking  of
possession,  unless  within  ninety (90) days after such date Tenant  shall give
Landlord notice  specifying the respects in which the Demised  Premises were not
in  satisfactory  condition.  Landlord shall complete any incomplete  items in a
timely manner.

     4.04.  Notwithstanding  anything to the contrary contained in Article 3 and
Article 4, but subject to Section 4.02 and Tenant's  final approval of plans and
specifications,  Landlord shall proceed with dispatch and due diligence  towards
preparation  of  construction  drawings  and  the  obtaining  of all  applicable
construction permits.  Tenant agrees that it shall cooperate with and facilitate
Landlord's efforts with regard thereto.  Landlord further confirms that, subject
to Section 4.02, it shall  substantially  complete Landlord's Work in accordance
with  Section  4.01  within five (5) months of the  issuance  of all  applicable
construction permits and the execution of all acceptable construction agreements
as required by Exhibit C. If Landlord has not substantially completed Landlord's
Work within the  aforesaid  five (5) months in  accordance  with  Section  4.01,
Tenant at its option,  shall have the right to provide  Landlord  with a written
notice of termination with such notice being served no earlier than the last day
of the five (5) month  period.  Thereupon,  this Lease  shall  terminate  within
thirty (30) days of Landlord's  receipt of such written  notice unless  Landlord
shall have  substantially  completed  Landlord's Work in accordance with Section
4.01.  In the event  Landlord has readied the Demised  Premises for occupancy in
accordance with Section 4.01 during such thirty (30) day period, then this Lease
shall continue without regard to such notice of termination.

     4.05.  Landlord and Tenant  further  agree that if at such time as Landlord
has  applied or is about to apply for  construction  permits,  the  Township  of
Edison and/or other applicable  construction  permitting agencies have announced
an official  moratorium on the issuance of construction  permits applicable (but
whether or not so limited) to the Township of Edison,  Landlord  shall so advise
Tenant of such moratorium. If such moratorium shall continue for four (4) months
therefrom  such that  Landlord  is  unable  to  obtain  or apply for  applicable
construction  permits,  then Tenant shall have the right to terminate this Lease
upon ten (10) days written  notice to Landlord  served after the  expiration  of
such four (4) month  period.  In that event Tenant  shall  vacate any  temporary
space occupied by Tenant within twenty (20) days of its



                                      -5-
<PAGE>


notice of termination and Landlord upon such vacation shall return to Tenant any
deposits and security  deposits  required under this Lease. In that event,  this
Lease and any temporary Lease shall terminate  without any further  liability of
one party to the other upon such vacation.  If Tenant determines not to exercise
its right to  terminate  by reason of such  moratorium,  then this  Lease  shall
continue in full force and effect.  However,  thereafter  and for a further four
(4) months from the  expiration  of the initial  four (4) months the  moratorium
continues,  then after the passage of such further four (4) month period, either
Landlord or Tenant  shall have the right to  terminate  this Lease upon ten (10)
days  written  notice to the other.  In that event,  the Tenant shall vacate any
temporary space and this Lease shall terminate all as aforesaid.

                                    ARTICLE 5

                                 ADDITIONAL RENT

     5.01. For the purpose of Sections 5.01 through 5.03.

          (a) "Taxes"  shall mean real estate taxes,  special and  extraordinary
assessments and  governmental  levies against the Land and Building of which the
Demised Premises (but excluding  therefrom that portion of the real estate taxes
directly  attributable  to  improvements  made by other  tenants in the Building
beyond  Landlord's  allowances)  are a part  provided,  however,  if at any time
during the term of this Lease the method of taxation  prevailing  at the date of
this Lease  shall be altered so that in lieu of, or as an  addition  to, or as a
substitute  for any or all of the  above  there  shall be  assessed,  levied  or
imposed (i) a tax, assessment, levy, imposition or charge based on the income or
rents received therefrom whether or not wholly or partially as a capital levy or
otherwise;  or (ii) a tax assessment,  levy, imposition or charge measured by or
based in whole or in part upon all or any part of the Land and/or  Building  and
imposed upon Landlord; or (iii) a license fee measured by the rents; or (iv) any
other tax, assessment, levy, imposition, charge or license fee however described
or imposed, then all such taxes, assessments,  levies,  impositions,  charges or
license  fees or the part  thereof so measured or based shall be included in the
definition of "Taxes." Landlord,  as of the date of this Lease, has no knowledge
of any proposed or pending substitute or "in lieu of" taxes. Tenant shall pay to
Landlord directly that portion of any real estate taxes directly attributable to
improvements made by Tenant beyond Landlord's  allowances  (hereinafter referred
to as "Tenant's  Direct Tax Payment").  Landlord  states that to the best of his
knowledge and based on Landlord's experience at the Building, the work described
on Exhibit C would not be  expected  to result in a Tenant's  Direct Tax Payment
obligation.

          (b) "Base  Taxes"  shall mean the  assessed  valuation of the Land and
Building as finally determined following completion of construction and issuance
of an initial  Certificate of Occupancy for any portion of the Building (or such
equivalent  certification  if  Certificates  of  Occupancy  are not to be used),
multiplied  by the tax rate for the Tax Year 1998.  Base Taxes shall assume that
the Building was 95% occupied.

          (c) "Tax  Year"  shall  mean each  calendar  year for which  Taxes are
levied by any governmental authority.



                                      -6-
<PAGE>


          (d)  "Operational  Year" shall mean each calendar year commencing with
calendar year 1999.

          (e)  "Tenant's  Proportionate  Share of  Increase"  shall  mean  18.3%
multiplied  by the  increase in Taxes in any  Operational  Year in excess of the
Base Taxes.  Tenant's  Proportionate Share of Increase for the first Operational
Year shall be  prorated  to  reflect  the  actual  occupancy  by Tenant for said
Operational Year.

          (f)  "Tenant's  Projected  Share  of  Increase"  shall  mean  Tenant's
Proportionate  Share of Increase  in Taxes for the  projected  Operational  Year
divided by twelve (12) and payable  monthly by Tenant to Landlord as  additional
rent.

     5.02.  Commencing with the first  Operational  Year and thereafter,  Tenant
shall pay to Landlord as additional rent for the then Operational Year, Tenant's
Projected Share of Increase in Taxes in equal monthly installments.

     5.03. After the expiration of each Operational Year, Landlord shall furnish
to Tenant a written statement of the Taxes incurred for such Operational Year as
well as Tenant's  Proportionate  Share of  Increase,  if any.  If the  statement
furnished by Landlord to Tenant  pursuant to this Section at the end of the then
Operational  Year shall  indicate  that  Tenant's  Projected  Share of  Increase
exceeded  Tenant's  Proportionate  Share  of  Increase,  Landlord  shall  either
forthwith  pay the amount of excess  directly  to Tenant  concurrently  with the
statement or credit same against  Tenant's next monthly  installment of rent. If
such statement  furnished by Landlord to Tenant shall indicate that the Tenant's
Proportionate  Share of Increase exceeded  Tenant's  Projected Share of Increase
for the then  Operational  Year,  Tenant shall  forthwith pay the amount of such
excess to Landlord.

     Commencing with the first Operational Year, Tenant shall pay to Landlord in
equal monthly  installments  together with its payment of fixed rent one-twelfth
(1/12) of Tenant's Direct Tax Payment.

     5.04. As used in Sections 5.04 through 5.06:

          (a) "Operating  Expenses"  shall mean any or all expenses  incurred by
Landlord in connection  with the operation of the Land and Building of which the
Demised  Premises are a part,  including  all  expenses  incurred as a result of
Landlord's   compliance  with  any  of  its  obligations  hereunder  other  than
Landlord's Work and such expenses shall include: (i) salaries,  wages,  medical,
surgical and general  welfare  benefits,  (including  group life  insurance) and
pension  payments  of  employees  of  Landlord  engaged  in  the  operation  and
maintenance of the Building;  (ii) social  security,  unemployment,  and payroll
taxes, workers'  compensation,  disability coverage,  uniforms, and dry cleaning
for the employees referred to in Subsection (i); (iii) the cost for the Building
and common areas of all charges for oil, gas,  electricity  (including,  but not
limited to, fuel cost adjustments), steam, heat, ventilation,  air-conditioning,
heating, and water including any taxes on any such utilities, but excluding from
Operating Expenses the



                                      -7-
<PAGE>


Landlord's cost,  including taxes thereon,  of electric  energy,  other than for
heating and air-conditioning,  furnished to the Demised Premises (which electric
energy so furnished  shall be paid for by Tenant  pursuant to the  provisions of
Article 15 hereof);  (iv) the cost of all premiums and charges for the following
insurances: rent, casualty, liability, fidelity and war risk (if obtainable from
the  United  States  Government);  (v) the  cost of all  building  and  cleaning
supplies for the common areas of the Building and charges for  telephone for the
Building; (vi) the cost of all charges for management, window cleaning, security
services,  if any,  and  janitorial  services,  and any  independent  contractor
performing  work included  within the  definition of operating  expenses;  (vii)
legal and  accounting  services and other  professional  fees and  disbursements
incurred  in  connection  with  the  operation  and  management  of the Land and
Building (other than as related to new leases, enforcing Landlord's rights under
existing leases,  or sales of the Building);  (viii) general  maintenance of the
Building  and the  cost of  maintaining  and  replacing  the  landscaping;  (ix)
maintenance of the common area; (x) the cost of capital expenditures,  including
the  purchase  of any  item of  capital  equipment  or the  leasing  of  capital
equipment,  that have the effect of reducing the expenses which would  otherwise
be included in  Operating  Expenses,  which costs shall be included in Operating
Expenses for the Operational Year in which the costs are incurred and subsequent
Operational  Years on a  straight-line  basis, to the extent that such items are
amortized  over such period of time as Landlord  reasonably  estimates,  with an
interest factor equal to the interest rate at the time of Landlord's having made
said expenditure;  and (xi) that portion of the cost of any capital expenditures
incurred in connection with the operation of the Land and Building  amortized on
a straight  line  basis,  to the extent  that such items are  amortized  over an
appropriate  period,  but not more than ten years, with an interest factor equal
to the interest  rate, at the time of Landlord's  having made said  expenditure,
excluding  therefrom any capital expenditure which (a) increases the size of the
Building  (b)  corrects  any defect to the steel  skeleton of the  Building  (c)
creates a new elevator shaft (d) constitutes a repair, replacement or correction
of any matter whatsoever,  the need for which existed on or before July 1999 (e)
adds levels to the parking deck. In addition and by way of further clarification
and  exception to  subsection  (xi) above.  Landlord  agrees that  excluded from
subsection (xi) capital expenditures shall be the costs incurred in implementing
new systems or additional systems related to the operation of the Building which
are  different  from existing  systems,  unless such new system can be justified
under subsection (x) above. An example of an excluded capital  expenditure for a
new system  would be capital  improvements  to allow the  Building  to be heated
through oil or gas in lieu of electric energy.

     If during all or part of any Operational  Year,  Landlord shall not furnish
any particular  item(s) of work or service (which would otherwise  constitute an
Operating  Expense  hereunder)  to portions of the Building due to the fact that
(i) such portions are not occupied or leased; (ii) such items of work or service
is not required or desired by the tenant of such  portion;  (iii) such tenant is
itself  obtaining and providing such item of work or service;  or (iv) for other
reasons,  then, for the purposes of computing Operating Expenses, the amount for
such item and for such period shall be deemed to be increased by an amount equal
to the additional  costs and expenses which would  reasonably have been incurred
during such period by Landlord if it had at its own expense  furnished such item
of work or services to such  portion of the  Building or such  tenant.  Landlord
agrees  that the  Operating  Expenses  for the Base Year shall be based on a 95%
occupancy.



                                      -8-
<PAGE>

     Notwithstanding  the foregoing,  the following costs and expenses shall not
be included in Operating Expenses:

               (1) Executives' salaries above the grade of building manager;

               (2) Amounts  received by Landlord  through  proceeds of insurance
except to the extent  they are  compensation  for sums  previously  included  in
Operating Expenses hereunder;

               (3) Cost of repairs or replacements incurred by reason of fire or
other casualty or condemnation to the extent Landlord is compensated therefor;

               (4) Advertising and promotional expenditures;

               (5) Costs incurred in performing  work or furnishing  service for
any tenant (including  Tenant),  whether at such tenant's or Landlord's expense,
to the extent that such work or service is in excess of any work or service that
Landlord is obligated to furnish to tenant at Landlord's expense;

               (6) Depreciation, except as provided above;

               (7) Brokerage commissions;

               (8) Taxes (as hereinbefore defined);

               (9)  The  cost  of  electricity   (for  other  than  heating  and
air-conditioning) furnished to the Demised Premises or any other space leased to
tenants as reasonably estimated by Landlord;

               (10)  Refinancing  costs and mortgage  interest and  amortization
payments.

               (11 The cost of structural  repairs to the Building including the
structural components of the roof.

          (b)  "Operational  Year" shall mean each calendar year commencing with
calendar year 1999.

          (c) "Base Year" shall mean calendar year 1998.

          (d)  "Tenant's  Proportionate  Share of  Increase"  shall  mean  18.3%
multiplied by the increase in Operating  Expenses for the Operational  Year over
Operating  Expenses  for the  Base  Year.  For  purposes  hereof,  the  Tenant's
Proportionate Share of Increase



                                      -9-
<PAGE>

has been  computed  based upon a total square  footage of the Building  equal to
265,000 square feet, and a total square footage of the Demised Premises equal to
48,476 square feet.

          (e)  "Tenant's  Projected  Share  of  Increase"  shall  mean  Tenant's
Proportionate  Share of Increase for the projected  Operational  Year divided by
twelve (12) and payable monthly by Tenant to Landlord as additional rent.

     5.05.  Commencing with the first  Operational  Year after Landlord shall be
entitled to receive Tenant's  Proportionate Share of Increase,  Tenant shall pay
to Landlord as additional rent for the then Operational Year, Tenant's Projected
Share of Increase.

     5.06.  After  the  expiration  of the first  Operational  Year and for each
Operational Year thereafter, Landlord shall furnish to Tenant a written detailed
statement  of the  Operating  Expenses  (certified  to be true  and  correct  by
Landlord)  incurred for such  Operational  Year which  statement shall set forth
Tenant's  Proportionate Share of Increase, if any. If the statement furnished by
Landlord to Tenant, pursuant to this Section, at the end of the then Operational
Year shall indicate that Tenant's  Projected Share of Increase exceeded Tenant's
Proportionate Share of Increase,  Landlord shall either forthwith pay the amount
of excess  directly to Tenant  concurrently  with the  statement  or credit same
against Tenant's next monthly  installment of rent. If such statement  furnished
by Landlord to Tenant  hereunder shall indicate that the Tenant's  Proportionate
Share of Increase  exceeded  Tenant's  Projected  Share of Increase for the then
Operational  Year,  Tenant  shall  forthwith  pay the  amount of such  excess to
Landlord.

     5.07. Every statement given by Landlord  pursuant to Sections 5.03 and 5.06
shall be conclusive and binding upon Tenant unless (i) within one hundred twenty
(120) days after the receipt of such statement Tenant shall notify Landlord that
it disputes the correctness of the statement, specifying the particular respects
in which the  statement  is claimed to be  incorrect;  and (ii) if such  dispute
shall not have been settled by  agreement,  shall submit the dispute to judicial
proceedings within one hundred eighty (180) days after receipt of the statement.
Within such one hundred  twenty (120) day period  Tenant shall have the right to
review,  examine  and audit  Landlord's  books and  records  for the  applicable
calendar  year.  Tenant agrees that it and its  representatives  shall conduct a
review  with  complete   confidentiality  and  shall  enter  into  a  reasonable
confidentiality  agreement with Landlord respecting the review,  examination and
audit.  Pending  the  determination  of such  dispute by  agreement  or judicial
proceedings as aforesaid, Tenant shall, within thirty (30) days after receipt of
such statement,  pay additional rent in accordance with Landlord's statement and
such payment  shall be without  prejudice to Tenant's  position.  If the dispute
shall be determined in Tenant's  favor,  Landlord shall forthwith pay Tenant the
amount  of  Tenant's   overpayment  of  rents  resulting  from  compliance  with
Landlord's statement.



                                      -10-
<PAGE>


                                    ARTICLE 6

                       SUBORDINATION, NOTICE TO MORTGAGEES

     6.01. Subject to Section 6.02, this Lease is subject and subordinate in all
respects to all mortgages which may now or hereafter  affect the Land and/or the
Building  whether or not such  mortgages  shall also cover  other  lands  and/or
buildings,  to each and every  advance  made or  hereafter to be made under such
mortgages, and to all renewals,  modifications,  replacements, and extensions of
such mortgages and spreaders and consolidations of such mortgages.  This Section
shall be  self-operative  and no further  instrument of  subordination  shall be
required.  In confirmation of such subordination,  Tenant shall promptly execute
and deliver an instrument  that Landlord,  or the holder of any such mortgage or
any of their  respective  successors  in  interest  may  reasonably  request  to
evidence  such  subordination.  mortgages  to which  this  Lease is, at the time
referred to, subject and subordinate are hereinafter  sometimes called "superior
mortgages",  and the holder of a superior  mortgage or its successor in interest
at the time referred to is sometimes hereinafter called a "superior mortgagee."

     6.02.  Landlord  shall make a good faith  effort to obtain  from any future
Mortgagee  a  Subordination,   Non-Disturbance  and  Attornment  Agreement  (the
"Non-Disturbance  Agreement")  in favor of  Tenant  utilizing  such  Mortgagee's
standard  form.  With  respect  to  the  existing  mortgage,   such  Mortgagee's
Non-Disturbance Agreement form is attached as Exhibit G. Landlord agrees, within
120 days of the execution of this Lease and Tenant's  execution of Exhibit G, to
promptly obtain Mortgagee's  approval to execute the Non-Disturbance  Agreement.
If Tenant fails to accept the Non-Disturbance  Agreement as described in Exhibit
G attached,  it shall be considered  that Landlord has satisfied any requirement
respecting the existing Mortgagee.  As to any future mortgagee,  Landlord agrees
that it shall use its best efforts to obtain a similar Non-Disturbance Agreement
which Tenant shall  accept as a condition  to a future  subordination  by Tenant
under Section 6.01.

                                    ARTICLE 7

                                 QUIET ENJOYMENT

     7.01. Subject to the terms of this Lease, so long as Tenant pays all of the
fixed rent and additional  rent due hereunder and performs all of Tenant's other
obligations hereunder,  Tenant shall peaceably and quietly have, hold, and enjoy
the Demised Premises.

                                    ARTICLE 8

                       ASSIGNMENT, MORTGAGING, SUBLETTING

     8.01.  Neither this Lease, nor the term and estate hereby granted,  nor any
part  hereof or thereof,  nor the  interest  of Tenant in any  sublease,  or the
rentals  thereunder,  shall  be  assigned,  mortgaged,  pledged,  encumbered  or
otherwise transferred by Tenant, and neither the



                                      -11-
<PAGE>


Demised  Premises,  nor any part thereof  shall be  encumbered  in any manner by
reason of any act or omission on the part of Tenant or anyone  claiming under or
through Tenant or shall be sublet,  or offered or advertised for subletting,  or
be used or occupied or permitted  to be used or  occupied,  or utilized for desk
space or for mailing privileges,  by anyone other than Tenant or for any purpose
other than as  permitted  by this Lease,  without the prior  written  consent of
Landlord in every case, except as expressly otherwise provided in this Article.

     8.02.  If this  Lease  be  assigned,  whether  or not in  violation  of the
provisions of this Lease,  Landlord may collect rent from the  assignee.  If the
Demised Premises or any part thereof be sublet or be used or occupied by anybody
other than  Tenant,  whether or not in violation  of this Lease,  Landlord  may,
after  default by Tenant and  expiration  of Tenant's time to cure such default,
collect rent from the  undertenant  or occupant.  In either event,  Landlord may
apply  the net  amount  collected  to the  rents  herein  reserved,  but no such
assignment,  underletting,  occupancy or collection  shall be deemed a waiver of
any of the  provisions  of Section  8.01,  or the  acceptance  of the  assignee,
undertenant  or  occupants  as Tenant,  or a release of Tenant  from the further
performance by Tenant of Tenant's  obligations  under this Lease. The consent by
Landlord to assignment,  mortgaging,  underletting or use or occupancy by others
shall not in any way be considered to relieve  Tenant from obtaining the express
written  consent of Landlord to any other or further  assignment,  mortgaging or
underletting  or use or  occupancy  by others not  expressly  permitted  by this
Article.

     8.03.  The  following  provisions  shall  govern  in  connection  with  the
subletting of all or a portion of the Demised Premises:

          (a) Tenant  shall  submit in writing to  Landlord  (i) the name of the
proposed  subtenant;  (ii) the nature and character of the proposed  subtenant's
business,  and  the  intended  use to be  made of the  Demised  Premises  by the
proposed subtenant; (iii) the terms and conditions of the proposed sublease; and
(iv) such reasonable financial information as Landlord may request regarding the
proposed subtenant.

          (b) Within thirty (30) days of Landlord's  receipt of the  information
described in (a) above,  Landlord,  at Landlord's  election may (i) provided the
sublease is for the entire remaining term of the lease,  cancel this Lease as to
that portion of the Demised Premises which Tenant desires to sublease,  in which
event Tenant agrees to surrender all of its right, title, and interest hereunder
and  Landlord  may  thereafter  enter  into a direct  Lease  with  the  proposed
subtenant or with any other  persons as Landlord may desire;  or (ii) consent to
the  subletting  on such  terms  and  conditions  as  established  by  Landlord,
including Landlord's participation in any rentals received by Tenant. Landlord's
participation  in rentals shall be limited to 50% of all sums received by Tenant
after deducting (x) brokerage costs payable to outside brokers unaffiliated with
either Tenant or the subtenant (and which shall not exceed 5% of the rent);  (y)
fit up costs provided same were  performed in accordance  with Article 12 hereof
and (z) fixed and additional rent due under this Lease.



                                      -12-
<PAGE>


          (c) As a condition to  Landlord's  consent,  if given under (b) above,
Landlord shall have obtained  consent to such proposed  subletting by a superior
mortgagee, provided such superior mortgagee requires consent to the subletting.

          (d) In  connection  with any  subletting,  Tenant  shall not offer the
Demised  Premises,  or any part thereof,  to any other tenant in the Building or
their  subsidiaries  or affiliates at a rental rate less than the current rental
rate for office buildings in the surrounding area.

     8.04.  Tenant shall remain fully liable for the performance of all Tenant's
obligations hereunder notwithstanding any subletting provided for herein (except
to Landlord), and without limiting the generality of the foregoing, shall remain
fully  responsible  and liable to  Landlord  for all acts and  omissions  of any
subtenant or anyone  claiming  under or through any subtenant  which shall be in
violation of any of the  obligations of this Lease and any such violation  shall
be deemed to be a violation by Tenant.

     8.05.  Tenant  shall not,  without the prior  written  consent of Landlord,
assign this Lease, and the provisions of Section 8.03 with respect to subletting
shall equally apply to any assignment of this Lease. Tenant herein named, or any
immediate or remote  successor in interest of Tenant herein named,  shall remain
liable  jointly and severally  (as a primary  obligor) with its assignee and all
subsequent assignees for the performance of Tenant's obligations  hereunder.  In
the event that Tenant  hereunder is a corporation  (other than one whose shares,
now or in the future,  are regularly and publicly  traded on a recognized  stock
exchange,  including  over the counter,  or is a public company or merges with a
public company), then any substantial change in the ownership of and/or power to
vote the majority of the  outstanding  capital stock;  of Tenant,  other than by
inheritance or operation of law, shall be deemed an assignment of this Lease and
the provisions with respect to assignment shall be applicable.

     8.06.  Notwithstanding  anything to the contrary  contained in this Article
with respect to assignment or subletting,  Landlord's  consent to any assignment
and/or  subletting (i) to any parent,  affiliate or  wholly-owned  subsidiary of
Tenant (as defined in Rule 240.12b-2 under the Securities  Exchange Act of 1934)
or  (ii)  to  any   corporation  or  other  entity  which  succeeds  to  all  or
substantially  all  of  the  assets  and  business  of  Tenant,   shall  not  be
unreasonably withheld.

     8.07.  Tenant  agrees that in connection  with each separate  request for a
Landlord's  consent to a subletting or assignment,  Tenant shall pay to Landlord
the sum of $500.00  representing a reasonable  compensation  to Landlord for the
administration costs of evaluating and responding to the request.

     8.08.  Tenant  further  agrees  that it shall  not  place  any signs on the
windows  located in the Demised  Premises  indicating that all or any portion of
the Demised Premises are available for subleasing or assignment.



                                      -13-
<PAGE>


                                    ARTICLE 9

                      COMPLIANCE WITH LAWS AND REQUIREMENTS
                              OF PUBLIC AUTHORITIES

     9.01. Tenant shall give prompt notice to Landlord of any notice it receives
of the  violation  of any law or  requirement  of public  authority,  and at its
expense shall comply with all laws and requirements of public  authorities which
shall,  with respect to the Demised Premises or the use and occupation  thereof,
or the  abatement  of any  nuisance,  impose  any  violation,  order  or duty on
Landlord or Tenant, arising from (i) Tenant's use of the Demised Premises;  (ii)
the manner of conduct of Tenant's  business or  operation  of its  installation,
equipment or other property therein;  (iii) any cause or condition created by or
at the instance of Tenant, other than by Landlord's  performance of any work for
or on behalf  of  Tenant;  or (iv) the  breach  of any of  Tenant's  obligations
hereunder.  Furthermore, Tenant need not comply with any such law or requirement
of public authority so long as Tenant shall be contesting the validity  thereof,
or the applicability thereof to the Demised Premises, in accordance with Section
9.02.

     Nothing  contained  herein  shall be  construed  to require  Tenant to make
structural  alterations  to the  Building  except  to the  extent  that same are
required by reason of Tenant's specific use (other than general office).

     9.02.  Tenant  may, at its expense  (and if  necessary,  in the name of but
without  expense to Landlord)  contest,  by appropriate  proceedings  prosecuted
diligently  and in good faith,  the validity,  or  applicability  to the Demised
Premises,  of any law or  requirement  of public  authority,  and Landlord shall
cooperate with Tenant in such proceedings provided that:

          (a) Tenant shall defend, indemnify, and hold harmless Landlord against
all  liability,  loss or damage  which  Landlord  shall suffer by reason of such
noncompliance  or  contest,  including  reasonable  attorney's  fees  and  other
expenses reasonably incurred by Landlord;

          (b) Such  non-compliance  or contest shall not constitute or result in
any violation of any superior mortgage; and

          (c)  Tenant  shall  keep  Landlord  advised  as to the  status of such
proceedings.

                                   ARTICLE 10

                                    INSURANCE

     10.01.  Tenant shall not violate, or permit the violation of, any condition
imposed by the all-risk casualty policy issued for the Building and shall not do
anything,  or permit  anything to be kept, in the Demised  Premises  which would
increase the fire or other



                                      -14-
<PAGE>


casualty  insurance  rate on the Building or the property  therein over the rate
which would  otherwise  then be in effect,  (unless  Tenant  pays the  resulting
increased  amount of premium as provided in Section 10.02) or which would result
in insurance  companies of good standing  refusing to insure the Building or any
of such  property  in amounts and at normal  rates  reasonably  satisfactory  to
Landlord.  However,  Tenant shall not be subject to any  liability or obligation
under this  Article by reason of the proper use of the Demised  Premises for the
purposes permitted by Article 2.

     10.02. If, by reason of any act or omission on the part of Tenant, the rate
of fire insurance with extended  all-risk  coverage on the Building or equipment
or other property Of Landlord or other tenants shall be higher than it otherwise
would be,  Tenant  shall  reimburse  Landlord,  on demand,  for that part of the
premiums for fire  insurance  and extended  all-risk  coverage  paid by Landlord
because of such act or omission on the part of Tenant, which sum shall be deemed
to be additional rent and collectible as such.

     10.03.  In the event that any dispute  should  arise  between  Landlord and
Tenant  concerning  insurance  rates,  a schedule  or "make up" of rates for the
Building  or the  Demised  Premises,  as the  case  may be,  issued  by the Fire
Insurance  Rating  Organization of New Jersey or other similar body making rates
for fire insurance and extended  coverage for the premises  concerned,  shall be
presumptive  evidence of the facts  therein  stated and of the several items and
charges in the fire insurance  rates with extended  coverage then  applicable to
such premises.

     10.04.  Tenant  shall  obtain and keep in full force and effect  during the
term of this Lease, at its own cost and expense, Comprehensive General Liability
Insurance,  such  insurance to afford  protection  in an amount of not less than
$1,000,000 for injury or death to any one person, $3,000,000 for injury or death
arising  out of any- one  occurrence,  and  $1,000,000  for damage to  property,
protecting and naming the Landlord,  Alfieri Property  Management and the Tenant
as insured  against any and all claims for  personal  injury,  death or property
damage occurring in, upon, adjacent,  or connected with the Demised Premises and
any part  thereof.  Tenant shall name such other  insureds  associated  with the
Building as Landlord  reasonably  requests.  Tenant  shall pay all  premiums and
charges  therefor  and upon  failure  to do so  Landlord  may,  but shall not be
obligated to, make  payments,  and in such latter event the Tenant agrees to pay
the  amount  thereof  to  Landlord  on demand and said sum shall be deemed to be
additional rent, and in each instance  collectible on the first day of any month
following the date of notice to Tenant in the same manner as though it were rent
originally  reserved  hereunder,  together with interest  thereon at the rate of
three  points in excess of Prime Rate of the First  Union.  Tenant  will use its
best efforts to include in such Comprehensive General Liability Insurance policy
a  provision  to the  effect  that  same  will be  non-cancelable,  except  upon
reasonable  advance written notice to Landlord.  The original insurance policies
or appropriate  certificates  shall be deposited with Landlord together with any
renewals,  replacements  or endorsements to the end that said insurance shall be
in full force and effect for the benefit of the Landlord during the term of this
Lease. In the event Tenant shall fail to procure and place such  insurance,  the
Landlord  may, but shall not be obligated  to,  procure and place same, in which
event the amount of the  premium  paid shall be  refunded  by Tenant to Landlord
upon demand and shall in each  instance be  collectible  on the first day of the
month or any subsequent month following the date of payment by



                                      -15-
<PAGE>


Landlord,  in the same manner as though said sums were  additional rent reserved
hereunder  together with interest  thereon at the rate of three points in excess
of the Prime Rate of the First Union.

     10.05.  Landlord  and Tenant  agree to use their best efforts to include in
each of its insurance  policies a waiver of the insurer's  right of  subrogation
against the other party or if such waiver shall be unobtainable or unenforceable
(a) an  express  agreement  that such  policy  shall not be  invalidated  if the
insured waives or has waived before the casualty,  the right of recovery against
any party responsible for a casualty covered by the policy or (b) any other form
of permission for the release of the other party. If such waiver,  agreement, or
permission  shall  not be or shall  cease to be  obtainable  without  additional
charge,  or at all,  the  insured  party  shall so notify the other  party after
learning  thereof.  In such a case, if the other party shall agree in writing to
pay  the  insurer's  additional  charge  therefor,   such  waiver  agreement  or
permission shall, if obtainable, be included in the policy.

     10.06. Each party hereby releases the other party with respect to any claim
(including a claim for  negligence)  which it might  otherwise  have against the
other  party for loss,  damage,  or  destruction  with  respect to its  property
(including rental value or business  interruption)  occurring during the term of
this  Lease to the  extent to which it is  insured  under a policy  or  policies
containing a waiver of subrogation or permission to release  liability or naming
the other party as an  additional  insured,  as  provided in Sections  10.04 and
10.05. If notwithstanding the recovery of insurance proceeds by either party for
loss,  damage or  destruction  of its  property  (or  rental  value or  business
interruption)  the other party is liable to the first party with respect thereto
or is obligated under this Lease to make replacement,  repair, or restoration or
payment,  then provided that the first party's right of full recovery  under its
insurance  policies is not thereby prejudiced or otherwise  adversely  affected,
the amount of the net proceeds of the first party's insurance against such loss,
damage or destruction  shall be offset  against the second party's  liability to
the first party  thereof,  or shall be made available to the second party to pay
for replacement, repair, or restoration, as the case may be.

     10.07 The waiver of subrogation  or permission  for release  referred to in
Section 10.05 shall extend to the agents of each party and their  employees and,
in the case of  Tenant,  shall also  extend to all other  persons  and  entities
occupying,  using or visiting the Demised  Premises in accordance with the terms
of this Lease,  but only if and to the extent that such waiver or permission can
be obtained without additional charge (unless such party shall pay such charge).
The releases provided for in Section 10.06 shall likewise extend to such agents,
employees and other persons and entities,  if and to the extent that such waiver
or permission is effective as to them.  Nothing contained in Section 10.06 shall
be deemed to relieve either party of any duty imposed elsewhere in this Lease to
repair,  restore or rebuild or to nullify any  abatement  of rents  provided for
elsewhere in this Lease. Except as otherwise provided in Section 10.04,  nothing
contained  in  Sections  10.05 and 10.06  shall be deemed to impose  upon either
party any duty to procure or maintain any of the kinds of insurance  referred to
therein or any  particular  amounts  or limits of any such  kinds of  insurance.
However, each party shall advise the other, upon request, from time to time (but
not more  often  than once a year) of all of the  policies  of  insurance  it is
carrying of any of the kinds referred to in Sections 10.01 and 10.04, and if it



                                      -16-
<PAGE>


shall  discontinue any such policy or allow it to lapse,  shall notify the other
party thereof with reasonable promptness.  The insurance policies referred to in
Sections  10.05 and  10.06  shall be deemed to  include  policies  procured  and
maintained by a party for the benefit of its lessor, mortgagee, or pledgee.

                                   ARTICLE 11

                              RULES AND REGULATIONS

     11.01.  Tenant and its  employees  and agent shall  faithfully  observe and
comply  with the Rules and  Regulations  annexed  hereto as  Exhibit E, and such
reasonable changes therein (whether by modification,  elimination,  or addition)
as Landlord at any time or times  hereafter may make and  communicate in writing
to Tenant,  which do not unreasonably affect the conduct of Tenant's business in
the  Demised  Premises;  provided,  however,  that in case  of any  conflict  or
inconsistency  between  the  provisions  of this  Lease and any of the Rules and
Regulations  as originally  promulgated  or as changed,  the  provisions of this
Lease shall control.

     11.02.  Nothing  contained  in this Lease shall be construed to impose upon
Landlord any duty or obligation  to Tenant to enforce the Rules and  Regulations
or the terms,  covenants, or conditions in any other lease, as against any other
tenant and Landlord  shall not be liable to Tenant for  violation of the same by
any other tenant or its employees,  agents or visitors.  However, Landlord shall
not enforce any of the Rules and  Regulations in such manner as to  discriminate
against Tenant or anyone claiming under or through Tenant.

                                   ARTICLE 12

                                TENANT'S CHANGES

     12.01. Tenant shall make no changes, alterations, additions, installations,
substitutions,  or improvements (hereinafter Collectively called "changes", and,
as applied to changes Provided for in this Article,  "Tenant's  Changes") in and
to the Demised Premises without the express prior written consent of Landlord.

     All proposed  Tenant's  Changes  shall be submitted to Landlord for written
consent at least  sixty (60) days prior to the date  Tenant  intends to commence
such changes,  such submission to include all plans and  specifications  for the
work to be done,  proposed  scheduling,  and the estimated cost of completion of
Tenant's Changes. If Landlord consents to Tenant's Changes,  Tenant may commence
and  diligently  prosecute  to  completion  Tenant's  Changes,  under the direct
supervision of Landlord.  Tenant shall be liable for  restoration of all or part
of a Tenant  Change but only if and to the extent the  Landlord  identifies  the
required restoration when granting its consent.

     Tenant shall pay to Landlord a  supervision  fee (which  shall  include the
cost of  review  of the  proposed  Tenant's  Changes)  equal  to the  lesser  of
Landlord's actual costs or ten percent (10%) of the certified cost of completion
of Tenant's Changes. Prior to the



                                      -17-
<PAGE>


commencement of Tenant's Changes, Tenant shall pay to Landlord ten percent (10%)
of the estimated  cost of  completion  (the  "Estimated  Payment") as additional
rent.  Within  fifteen (15) days after  completion of Tenant's  Changes,  Tenant
shall furnish Landlord with a statement,  certified by an officer or a principal
of Tenant to be accurate and true,  of the total cost of  completion of Tenant's
Changes (the "Total  Cost").  If such  certified  statement  furnished by Tenant
shall  indicate  that the  Estimated  Payment  exceeded the lesser of Landlord's
actual costs or ten percent (10%) of the Total Cost,  Landlord  shall  forthwith
either (i) pay the amount of excess  directly  to Tenant  concurrently  with the
delivery of the  certified  statement or (ii) permit Tenant to credit the amount
of such excess  against the subsequent  payment of rent due  hereunder.  If such
certified  statement  furnished  by Tenant  shall  indicate  that the  lesser of
Landlord's actual costs or ten percent (10%) of the Total Cost exceeded Tenant's
Estimated Payment, Tenant shall, simultaneously with the delivery to Landlord of
the certified statement, pay the amount of such excess to Landlord as additional
rent. There shall be no supervision fee charged for painting or carpeting.

     12.02.  Notwithstanding  the  provisions  of Section  12.01,  all  proposed
Tenant's Changes which shall affect or alter:

          (a) The outside  appearance  or the strength of the Building or of any
of its structural parts; or

          (b) Any part of the Building outside of the Demised Premises; or

          (c) The mechanical,  electrical, sanitary and other service systems or
the Building, or increase the usage of such systems;

shall be performed  only by the Landlord,  at a cost to be mutually  agreed upon
between Landlord and Tenant.

     12.03.  Tenant,  at its expense,  shall obtain all  necessary  governmental
permits  and  certificates  for the  commencement  and  prosecution  of Tenant's
Changes and for final approval thereof upon completion, and shall cause Tenant's
Changes to be performed in compliance therewith and with all applicable laws and
requirements  of public  authorities,  and with all applicable  requirements  of
insurance bodies,  and in good and workmanlike  manner,  using new materials and
equipment at least equal in quality and class to the original  installations  in
the  Building.  Tenant's  Changes  shall be  performed  in such manner as not to
unreasonably interfere with or delay and (unless Tenant shall indemnify Landlord
therefor  to  the  latter's  reasonable  satisfaction)  as  not  to  impose  any
additional  expense upon Landlord in the construction,  maintenance or operation
of the Building.  Throughout the performance of Tenant's Changes, Tenant, at its
expense,  shall carry, or cause to be carried,  workmen's compensation insurance
in statutory  limits and general  liability  insurance for any  occurrence in or
about the Building,  in which  Landlord and its agents shall be named as parties
insured in such limits as  Landlord  may  reasonably  prescribe,  with  insurers
reasonably  satisfactory  to  Landlord.   Tenant  shall  furnish  Landlord  with
reasonably  satisfactory  evidence that such insurance is in effect at or before
the  commencement of Tenant's Changes and, on request,  at reasonable  intervals
thereafter



                                      -18-
<PAGE>


during the  continuance of Tenant's  Changes.  If any of Tenant's  Changes shall
involve the removal of any fixtures,  equipment or other property in the Demised
Premises  which are not  Tenant's  Property  (as  defined in Article  13),  such
fixtures,  equipment or other property shall be promptly  replaced,  at Tenant's
expense, with new fixtures,  equipment or other property (as the case may be) of
like  utility and at least equal  value.  In  addition,  unless  Landlord  shall
otherwise  expressly  consent in writing,  the Tenant shall deliver such removed
fixtures to Landlord.

     12.04.  Tenant,  at its expense,  and with  diligence and  dispatch,  shall
procure the  cancellation or discharge of all notices of violation  arising from
or otherwise connected with Tenant's Changes which shall be issued by any public
authority having or asserting jurisdiction.  Tenant shall defend,  indemnify and
save harmless  Landlord  against any and all mechanic's and other liens filed in
connection with Tenant's  Changes,  including the liens of any security interest
in,  conditional sales of, or chattel mortgages upon, any material,  fixtures or
articles so  installed in and  constituting  part of the Demised  Premises  and,
against all costs, expenses and liabilities incurred in connection with any such
lien,  security interest,  conditional sale or chattel mortgage or any action or
proceeding  brought  thereon.   Tenant,  at  its  expense,   shall  procure  the
satisfaction  or  discharge  of all such liens  within  fifteen  (15) days after
Landlord makes written demand therefor.  However, nothing herein contained shall
prevent Tenant from contesting,  in good faith and at its own expense,  any such
notice of violation,  provided  that Tenant shall comply with the  provisions of
Section 9.02.

     12.05.  Tenant  agrees  that the  exercise  of its rights  pursuant  to the
provisions  of this  Article 12 shall not be done in a manner which would create
any work stoppage,  picketing, labor disruption or dispute or violate Landlord's
union  contracts  affecting the Land and  Building,  nor  interference  with the
business of Landlord or any tenant or occupant of the Building.  Prior to Tenant
being in default of the  foregoing,  Landlord  shall advise Tenant in writing of
specific  issues and problems and Tenant shall have a fifteen (15) day period to
cure.

                                   ARTICLE 13

                                TENANT'S PROPERTY

     13.01. All fixtures, equipment, improvements, and appurtenances attached to
or built into the Demised  Premises at the commencement of or during the term of
this Lease, whether or not by or at the expense of Tenant, shall be and remain a
part of the Demised Premises, shall be deemed the property of Landlord and shall
not be  removed by  Tenant,  except as  hereinafter  in this  Article  expressly
provided.

     13.02.   All  business  and  trade   fixtures,   machinery  and  equipment,
communications  equipment  and office  equipment,  whether or not attached to or
built into the Demised Premises,  which are installed in the Demised Premises by
or for the account of Tenant,  without  expense to Landlord,  and can be removed
without  permanent  structural  damage  to  the  Building,  and  all  furniture,
furnishings and other articles of movable personal  property owned by Tenant and
located in the Demised  Premises  (all of which are sometimes  called  "Tenant's
Property"),  shall be and shall remain the property of Tenant and may be removed
by it at any



                                      -19-
<PAGE>


time during the term of this Lease; provided that if any of Tenant's Property is
removed,  Tenant  shall  repair or pay the cost of  repairing  any damage to the
Demised Premises or to the Building  resulting from such removal.  Any equipment
or other  property for which Landlord shall have granted any allowance or credit
to Tenant  shall not be deemed to have been  installed  by or for the account of
Tenant,  without  expense  to  Landlord,  and shall not be  considered  Tenant's
Property.

     13.03.  At or  before  the  Expiration  Date,  or the  date  of an  earlier
termination of this Lease,  or as promptly as practicable  after such an earlier
termination date, Tenant at its expense,  shall remove from the Demised Premises
all of  Tenant's  Property  except  such  items  thereof  as Tenant  shall  have
expressly  agreed in  writing  with  Landlord  were to remain  and to become the
property of Landlord,  and, if requested by Landlord,  all items of work done by
or on behalf of Tenant  after the  Commencement  Date shall be removed by Tenant
and Tenant  shall  repair any damage to the  Demised  Premises  or the  Building
resulting from such removal.  If Tenant fails to remove its Property (other than
inconsequential  items of furnishings  or personal  property)  and/or  otherwise
fails to perform any  restoration  required of it under this Lease,  then Tenant
shall be deemed a hold-over Tenant as contemplated in Article 40.

     13.04. Any other items of Tenant's Property (except money, securities,  and
other like  valuables)  which  shall  remain in the Demised  Premises  after the
Expiration  Date or after a period of  fifteen  (15) days  following  an earlier
termination  date,  may, at the option of the  Landlord,  be deemed to have been
abandoned,  and in such case either may be retained by Landlord as its  property
or may be disposed of,  without  accountability,  in such manner as Landlord may
see fit, at Tenant's expense.

                                   ARTICLE 14

                             REPAIRS AND MAINTENANCE

     14.01. Tenant shall take good care of the Demised Premises.  Tenant, at its
expense, shall promptly make all repairs, ordinary or extraordinary, interior or
exterior, structural or otherwise in and about the Demised Premises, except as a
result  from  normal wear and tear,  and the  Building,  as shall be required by
reason of (i) the performance of Tenant's Finish Work or Tenant's Changes;  (ii)
the installation,  use or operation of Tenant's Property in the Demised Premises
by Tenant, its agents or employees;  (iii) the moving of Tenant's Property in or
out of the  Building;  or (iv) the  misuse  or  neglect  of Tenant or any of its
employees, agents, contractors or invitees; but Tenant shall not be responsible,
and Landlord  shall be  responsible,  for any of such repairs as are required by
reason of Landlord's  neglect or other fault in the manner of performing  any of
Tenant's Finish Work or Tenant's Changes which may be undertaken by Landlord for
Tenant's  account or are otherwise  required by reason of neglect or other fault
of Landlord or its employees, agents, or contractors.  Except if required by the
neglect or other fault of Landlord or its  employees,  agents,  or  contractors,
Tenant, at its expense, shall replace all scratched,  damaged or broken doors or
other glass in or about the Demised  Premises and shall be  responsible  for all
repairs, maintenance, and replacement of wall and floor coverings in the Demised
Premises and, for the repair and maintenance of all lighting  fixtures  therein,
except as a result from normal wear and tear.



                                      -20-
<PAGE>


     14.02. Landlord,  subject to the provisions of Section 5.04, shall keep and
maintain the Building and its fixtures,  appurtenances,  systems and  facilities
serving the Demised Premises, in good working order,  condition,  and repair and
shall  make  with all due  diligence  all  repairs,  structural  and  otherwise,
interior  and  exterior,  as and when needed in or about the  Demised  Premises,
except for those repairs for which Tenant is  responsible  pursuant to any other
provisions of this Lease.

     14.03.  Landlord  shall  have no  liability  to  Tenant  by  reason  of any
inconvenience,  annoyance,  interruption, or injury to Tenant's business arising
from  Landlord's  making any  repairs or changes  which  Landlord is required or
permitted  by this Lease or required by law, to make in or to any portion of the
Building  or the  Demised  Premises,  or in or to  the  fixtures,  equipment  of
appurtenances  of the Building or the Demised  Premises,  provided that Landlord
shall use due diligence with respect thereto and shall perform such work, except
in case of emergency, at a time reasonably convenient to Tenant and otherwise in
such a manner as will not materially  interfere with Tenant's use of the Demised
Premises.

                                   ARTICLE 15

                                   ELECTRICITY

     15.01. Landlord shall furnish the electric energy that Tenant shall require
in the Demised Premises.  Tenant shall pay to Landlord,  as additional rent, the
costs and charges for all  electric  energy  furnished  to Tenant at the Demised
Premises.  Additional  rent for such  electric  energy shall be  calculated  and
payable in the manner hereinafter set forth.

     15.02.  Within a reasonable time after the commencement of the term of this
Lease, subsequent to Tenant's having taken occupancy of the Demised Premises and
having  installed  and  commenced  the  use of  Tenant's  electrical  equipment,
Landlord,  at  Tenant's  sole  expense,  shall  cause a  survey  to be made by a
reputable independent electrical engineer or similar agency of the estimated use
of electric energy (other than for Building  standard heat and air  conditioning
as described in Exhibit C) to the Demised  Premises,  and shall compute the cost
thereof for the quantity so determined at prevailing retail rates.  Tenant shall
pay Landlord the cost of such electric  energy,  as so calculated,  on a monthly
basis, as additional rent, together with its payment of fixed rent.

          Until such time as Landlord shall complete the aforedescribed  survey,
Tenant shall pay to Landlord,  each and every month, as additional rent, for and
on  account of  Tenant's  electrical  consumption,  the sum of  $5,049.58  to be
applied against Tenant's obligations  hereunder.  Upon completion of the survey,
there shall be an adjustment for the period from the  Commencement  Date through
the date  that the  results  of the  survey  shall  be  effectuated  as shall be
required.  Landlord shall have the right, during any calendar year following the
calendar  year in which the  first  survey is  performed,  to cause the  Demised
Premises to be  resurveyed.  Such resurvey shall be limited to one (1) per every
calendar  year  unless an  electrical  emergency  creates  the need for  further
resurveys. The cost of such resurveys shall be borne by Landlord



                                      -21-
<PAGE>


unless  Tenant's  usage  increased  by more  than 5% from the  prior  survey  or
resurvey.  In the event that such resurvey shall indicate increased or decreased
electrical  consumption  by Tenant at the  Demised  Premises,  there shall be an
adjustment  in the amount paid by Tenant to  Landlord  for  Tenant's  electrical
consumption in accordance with the resurvey as well as an adjustment retroactive
to the date  Landlord  establishes  Tenant's  increase or decrease in electrical
consumption in excess of the consumption established by the prior survey.

          Landlord shall submit to Tenant the results of any  electrical  survey
and the same shall be deemed  binding upon Tenant  unless Tenant shall object to
same within ninety (90) days of the date that Landlord shall furnish Tenant with
the results of the survey.  In the event that  Landlord and Tenant  cannot agree
upon the  results of a survey  the same shall be  submitted  to  arbitration  in
accordance  with  Article  33,  provided,   however,  until  such  time  as  the
arbitration shall have been concluded, the results of Landlord's survey shall be
utilized for the purposes of determining Tenant's electrical consumption with an
appropriate adjustment to be made based upon the results of the arbitration.

     15.03. Landlord shall not be liable in any way to Tenant for any failure or
defect in the supply or  character of electric  energy  furnished to the Demised
Premises by reason of any  requirement,  act, or omission of the public  utility
serving the Building with  electricity  or for any other reason.  Landlord shall
furnish and install all replacement  lighting tubes,  lamps, bulbs, and ballasts
required in the Demised Premises at Tenant's expense.

     15.04. Tenant's use of electric energy in the Demised Premises shall not at
any time exceed the capacity of any of the  electrical  conductors and equipment
in or otherwise serving the Demised Premises.  Landlord states that the capacity
for Tenant's  connected  load is  approximately  4 +/- watts per square foot. In
order to insure that such capacity is not exceeded and to avert possible adverse
effect upon the Building electric service,  Tenant shall not, without Landlord's
prior  written  consent  in  each  instance  (which  shall  not be  unreasonably
withheld),  connect any  additional  fixtures,  appliances,  or equipment to the
Building  electrical  distribution  system or make any alteration or addition to
the electric system of the Demised Premises  existing on the Commencement  Date.
Should  Landlord grant such consent,  all additional  risers,  HVAC equipment or
other electrical  equipment  required therefor shall be provided by Landlord and
the cost of installation  and  maintenance  thereof shall be paid by Tenant upon
Landlord's  demand.  As a  condition  to granting  such  consent,  Landlord,  at
Tenant's sole expense,  may cause a new survey to be made of the use of electric
energy  (other  than for  Building  standard  heating  and  air-conditioning  as
described in Exhibit C) in order to calculate the potential  additional electric
energy  to be made  available  to Tenant  based  upon the  estimated  additional
capacity of such additional  risers or other equipment.  When the amount of such
increase is so determined,  and the estimated  cost thereof is  calculated,  the
amount of monthly additional rent payable pursuant to Section 15.02 hereof shall
be  adjusted  to reflect the  additional  cost,  and shall be payable as therein
provided.

     15.05.  If the public  utility  rate  schedule  for the supply of  electric
current to the Building  shall be increased  during the term of this Lease,  the
additional  rent payable  pursuant to Section  .15.02  hereof shall be equitably
adjusted to reflect the resulting increase in Landlord's



                                      -22-
<PAGE>


cost of furnishing  electric service to the Demised Premises effective as of the
date of any increase.  Landlord and Tenant agree that the rate charged to Tenant
for  electricity  shall not be greater  than the rate Tenant would have paid had
the Demised Premises been separately metered.

     15.06.  Tenant agrees within three (3) months from the Commencement Date to
submit to Landlord a list of fixtures and equipment  utilizing  electric current
including,  but not limited to, copying machines,  computers and word processing
equipment and equipment of a similar  nature.  On the first day of each calendar
quarter thereafter,  Tenant shall submit to Landlord a statement  indicating any
substantial  changes in the list  previously  supplied as same may be updated by
the required quarterly statements.

                                   ARTICLE 16

                    HEATING, VENTILATION AND AIR-CONDITIONING

     16.01. Landlord,  subject to the provisions of Section 5.04, shall maintain
and operate the heating,  ventilating, and air-conditioning systems (hereinafter
called "the systems") and shall furnish heat, ventilating,  and air conditioning
(hereinafter  collectively  called "air  conditioning  service")  in the Demised
Premises through the systems, in compliance with the performance  specifications
set forth in Exhibit C, as may be  required  for  comfortable  occupancy  of the
Demised  Premises from 8:00 A.M. to 6:00 P.M.  Monday through Friday except days
observed  by the Federal or the state  government  as legal  holidays  ("Regular
Hours") throughout the year. If Tenant shall require air-conditioning service at
any other time (hereinafter  called "after hours"),  Landlord shall furnish such
after hours air-conditioning service upon reasonable advance notice from Tenant,
and Tenant shall pay Landlord's then established  charges therefor on Landlord's
demand.  Landlord  confirms  that its current  charge for after hours service is
$65.00 per hour.  Landlord  agrees  that that rate shall apply for a twelve (12)
month period calculated from the Commencement Date.

     16.02.  Use of the  Demised  Premises,  or any  part  thereof,  in a manner
exceeding the design conditions  (including  occupancy and connected  electrical
load)  specified  in  Exhibit  C for  air-conditioning  service  in the  Demised
Premises,   or  rearrangement  of  partitioning  which  interferes  with  normal
operation of the  air-conditioning in the Demised Premises,  may require changes
in the air-conditioning  system servicing the Demised Premises. Such changes, so
occasioned,  shall be made by Landlord, at Tenant's expense, as Tenant's Changes
pursuant to Article 12.

                                   ARTICLE 17

                            LANDLORD'S OTHER SERVICES

     17.01.  Landlord,  subject to the provisions of Section 5.04, shall provide
public elevator service,  passenger and service,  by elevators serving the floor
on which the Demised  Premises are situated during Regular Hours, and shall have
at least one passenger elevator subject to call at all other times.



                                      -23-
<PAGE>


     17.02. Landlord, subject to the provisions of Section 5.04, shall cause the
Demised  Premises,  including  the  exterior  and the  interior  of the  windows
thereof,  to be  cleaned.  Tenant  shall pay to  Landlord  on  demand  the costs
incurred  by  Landlord  for (a)  extra  cleaning  work in the  Demised  Premises
required because of (i) misuse or neglect on the part of Tenant or its employees
or  visitors;  (ii) use of  portions of the Demised  Premises  for  preparation,
serving or consumption  of food or beverages,  data  processing,  or reproducing
operations,  private  lavatories  or  toilets  or other  special  purpose  areas
requiring  greater or more  difficult  cleaning  work than office  areas;  (iii)
unusual  quantity  of  interior  glass  surfaces;   (iv)  non-building  standard
materials or finishes  installed  by Tenant or at its  request;  and (b) removal
from the Demised  Premises and the Building of so much of any refuse and rubbish
of Tenant as shall exceed that  ordinarily  accumulated  daily in the routine of
business  office  occupancy.   Landlord,  its  cleaning  contractor,  and  their
employees shall have after-hours access to the Demised Premises and the free use
of light,  power, and water in the Demised  Premises as reasonably  required for
the purpose of cleaning  the Demised  Premises  in  accordance  with  Landlord's
obligations hereunder.

     17.03.  Landlord,  subject to the provisions of Section 5.04, shall furnish
adequate  hot and  cold  water  to each  floor  of the  Building  for  drinking,
lavatory,  and cleaning purposes,  together with soap, towels, and toilet tissue
for each  lavatory.  If Tenant uses water for any other  purpose,  Landlord,  at
Tenant's expense,  shall install meters to measure Tenant's  consumption of cold
water and/or hot water for such other purposes and/or steam, as the case may be.
Tenant  shall pay for the  quantities  of cold water and hot water shown on such
meters,  at  Landlord's  cost  thereof,  on the  rendition of  Landlord's  bills
therefor.

     17.04.  Landlord,  at its expense,  and at Tenant's  request,  shall insert
initial listings on the Building directory of the names of Tenant, and the names
of any of their officers and employees,  provided that the names so listed shall
not take up more than Tenant's  proportionate share of the space on the Building
directory.  All Building  directory  changes made at Tenant's  request after the
Tenant's  initial  listings have been placed on the Building  directory shall be
made by Landlord at the expense of Tenant,  and Tenant agrees to promptly pay to
Landlord as additional  rent the cost of such changes within ten (10) days after
Landlord has submitted an invoice therefor.

     17.05.  Landlord  reserves the right,  without any liability to Tenant,  to
stop service of any of the heating,  ventilating,  air  conditioning,  electric,
sanitary,  elevator,  or other Building systems serving the Demised Premises, or
the  rendition  of any of the other  services  required of  Landlord  under this
Lease,  whenever and for so long as may be  necessary,  by reason of  accidents,
emergencies,  strikes,  or the making of repairs or changes  which  Landlord  is
required  by this Lease or by law to make or in good faith deems  necessary,  by
reason  of  difficulty  in  securing  proper  supplies  of fuel,  steam,  water,
electricity,  labor (other than  Landlord's  own  employees) or supplies,  or by
reason of any other cause beyond Landlord's reasonable control.

     17.06.   Landlord   shall  make   available   for   Tenant's  use  Tenant's
Proportionate  Share of  parking  spaces in common  with  other  tenants  of the
Building in the parking areas



                                      -24-
<PAGE>


adjacent to the Building.  The Landlord  agrees that if, from and after the date
hereof,  it  should  grant to any  other  tenant of the  Building,  assigned  or
reserved  parking  spaces,  then it shall  also  reserve to Tenant  assigned  or
reserved  parking  spaces at the same ratio or pro-rata  percentage  as Landlord
allowed  to the  other  tenant  and  reasonably  proportionate  with  regard  to
proximity.

     17.07. The Building and the Demised Premises shall be cleaned in accordance
with the Cleaning and Maintenance Schedule set forth on Exhibit D annexed hereto
and made a part hereof.

     17.08.  Tenant  acknowledges  that as part of the  consideration  for  this
Lease,  and in order not to interfere  with the rights of other tenants or other
tenants'  quiet  enjoyment of the common  areas of the  Building  and  otherwise
prevent Landlord from performing its services  without causing  increases to the
cost of such  services,  Tenant agrees that it shall not permit its employees to
congregate in hallways or elevators, shall not permit its employees to create an
unsightly  condition in or about any passageway  from the Building or the common
areas or to the parking lot/deck, with regard to smoking, including the disposal
of cigarettes,  in the courtyard and/or outer areas adjacent to the Building and
will otherwise require its employees to act and conduct themselves in the common
areas  in such a  manner  as  will  not  disturb  other  tenants  or the use and
enjoyment by other tenants of the Building.

     17.09.  Landlord  states that (i) the  existing  windows  are thermal  pane
windows,  (ii) the  windows  are free of leaks and (iii) the windows are in good
working condition.

                                   ARTICLE 18

                  ACCESS, CHANGES IN BUILDING FACILITIES, NAME

     18.01.  All  walls,  windows,  and  doors  bounding  the  Demised  Premises
(including  exterior Building walls, core corridor walls and doors, and any core
corridor  entrance),  except the inside surfaces thereof,  any terraces or roofs
adjacent  to the Demised  Premises,  and any space in or adjacent to the Demised
Premises used for shafts,  stacks, pipes, conduits, fan room, ducts, electric or
other utilities,  sinks or other Building  facilities,  and the use thereof,  as
well as  access  thereto  through  the  Demised  Premises  for the  purposes  of
operation, maintenance, decoration, and repair are reserved to Landlord.

     18.02.  Tenant shall permit  Landlord to install,  use, and maintain pipes,
ducts, and conduits within the demising walls,  bearing columns, and ceilings of
the Demised Premises.

     18.03.  Landlord  or  Landlord's  agent  shall have the right upon  request
(except in emergency  under clause (ii) hereof) to enter and/or pass through the
Demised  Premises or any part  thereof,  at reasonable  times during  reasonable
hours,  (i) to examine the Demised  Premises and to show them to the fee owners,
holders of superior mortgages, or prospective purchasers, mortgagees, or lessees
of the Building as an entirety;  and (ii) for the purpose of making such repairs
or  changes  or doing  such  repainting  in or to the  Demised  Premises  or its
facilities,  as may be provided  for by this Lease or as may be mutually  agreed
upon by the parties or as Landlord 



                                      -25-
<PAGE>


may be required to make by law or in order to repair and maintain said structure
or its fixtures or  facilities.  Landlord shall be allowed to take all materials
into and upon the  Demised  Premises  that  may be  required  for such  repairs,
changes,  repainting,  or maintenance,  without  liability to Tenant (except for
damages   arising  out  of  Landlord's   negligence)   but  Landlord  shall  not
unreasonably interfere with Tenant's use of the Demised Premises. Landlord shall
also have the right to enter on and/or pass through the Demised Premises, or any
part thereof,  at such times as such entry shall be required by circumstances of
emergency affecting the Demised Premises or the Building.

     18.04.  During the period of six (6) months prior to the  Expiration  Date,
Landlord may exhibit the Demised Premises to prospective tenants.

     18.05.  Landlord  reserves the right,  at any time after  completion of the
Building, without incurring any liability to Tenant therefor (except for damages
arising  out of  Landlord's  negligence),  to  make  such  changes  in or to the
Building and the fixtures and equipment thereof,  as well as in or to the street
entrances, halls, passages, elevators,  escalators, and stairways thereof, as it
may deem necessary or desirable,  provided, however, that such changes shall not
reduce the size or otherwise  adversely  affect the  practical  usability of the
Demised Premises.

     18.06. Landlord may adopt any name for the Building.  Landlord reserves the
right to change the name or address of the Building at any time.  If the address
is changed,  Landlord  shall  replace,  at Landlord's  cost,  the  stationery in
Tenant's inventory.

                                   ARTICLE 19

                               NOTICE OF ACCIDENTS

     19.01.  Tenant shall give notice to Landlord,  promptly after Tenant learns
thereof, of (i) any accident in or about the Demised Premises for which Landlord
might be liable; (ii) all fires in the Demised Premises;  (iii) all damage to or
defects  in  the  Demised  Premises,  including  the  fixtures,  equipment,  and
appurtenances  thereof,  for the repair of which Landlord might be  responsible;
and  (iv)  all  damage  to or  defects  in any  parts  or  appurtenances  of the
Building's  sanitary,   electrical,   heating,  ventilating,   air-conditioning,
elevator,  and other systems located in or passing through the Demised  Premises
or any part thereof.

                                   ARTICLE 20

                        NON-LIABILITY AND INDEMNIFICATION

     20.01.  Neither  Landlord  nor any agent or employee  of Landlord  shall be
liable to Tenant  for any  injury or damage to Tenant or to any other  person or
for any damage to, or loss (by theft or otherwise) of, any property of Tenant or
of any other person,  irrespective of the cause of such injury, damage, or loss,
unless caused by or due to the negligence of Landlord,  its agents, or employees
but subject to the contributory negligence laws of the jurisdiction.



                                      -26-
<PAGE>


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

     20.03. Except as otherwise expressly provided in this Lease, this Lease and
the obligations of Tenant  hereunder  shall be in no wise affected,  impaired or
excused because Landlord is unable to fulfill, or is delayed in fulfilling,  any
of its  obligations  under this Lease by reason of strike,  other labor  trouble
(other than Landlord's own employees),  governmental preemption or priorities or
other  controls in  connection  with a national  or other  public  emergency  or
shortages of fuel  supplies or labor  resulting  therefrom,  or other like cause
beyond Landlord's reasonable control.

     20.04.  Landlord  shall  indemnify and save harmless  Tenant and its agents
against  and from (a) any and all claims  (i)  arising  from (x) the  conduct or
management of the Building or of any business therein,  or (y) any work or thing
whatsoever  done, or any condition  created (other than by Tenant for Landlord's
or Tenant's account) in or about the Building or the Demised Premises during the
term of this  Lease  or  during  the  period  of  time,  if  any,  prior  to the
Commencement  Date, or (ii) arising from any negligent or otherwise wrongful act
or omission of Landlord or any of its  subtenants,  invitees or licensees or its
or their employees,  agents, or contractors,  and (b) all costs,  expenses,  and
liabilities  incurred  in or in  connection  with each  such  claim or action or
proceeding brought thereon.  In case any action or proceeding be brought against
Tenant by reason of any such claim,  Landlord,  upon notice from  Tenant,  shall
resist and defend such action or proceeding.

                                   ARTICLE 21

                              DESTRUCTION OR DAMAGE

     21.01.  If the  Building  or the Demised  Premises  shall be  partially  or
totally  damaged or destroyed  by fire or other  cause,  then whether or not the
damage or  destruction  shall have resulted from the fault or neglect of Tenant,
or its  employees,  agents or  visitors  (and if this Lease  shall not have been
terminated as in this Article hereinafter  provided),  Landlord shall repair the
damage and restore and rebuild the Building and/or the Demised Premises,  at its
expense,  with  reasonable  dispatch  after  notice  to  it  of  the  damage  or
destruction; provided, however, that Landlord shall not be required to repair or
replace any of the Tenant's Property.



                                      -27-
<PAGE>


     21.02. If the Building or the Demised  Premises shall be partially  damaged
or partially  destroyed by fire or other cause not  attributable to the fault or
negligence  of Tenant,  its agents,  or employees,  the rents payable  hereunder
shall be abated to the extent that the Demised Premises shall have been rendered
untenantable  and for the period from the date of such damage or  destruction to
the date the damage shall be repaired or  restored;  provided,  however,  if the
damage shall be attributable to the fault or negligence of Tenant, its agents or
employees, then rent shall continue but shall be reduced by any amounts received
by Landlord  pursuant to Landlord's  coverage for business  interruption  and/or
rent insurance  attributable to the Demised Premises. If the Demised Premises or
a major  part  thereof  shall be  totally  (which  shall be  deemed  to  include
substantially  totally) damaged or destroyed or rendered completely (which shall
be deemed to include substantially  completely)  untenantable on account of fire
or  other  cause,  the  rents  shall  abate  as of the  date  of the  damage  or
destruction and until Landlord shall repair,  restore,  and rebuild the Building
and the Demised  Premises,  provided,  however,  that should  Tenant  reoccupy a
portion of the Demised  Premises during the period of restoration work is taking
place and prior to the date that the same are made completely tenantable,  rents
allocable  to such  portion  shall be  payable  by Tenant  from the date of such
occupancy.

     21.03. If the Building or the Demised  Premises shall be totally damaged or
destroyed  by fire or other  cause,  or if the  Building  shall be so damaged or
destroyed  by fire or other  cause  (whether  or not the  Demised  Premises  are
damaged or destroyed) as to require a reasonably  estimated  expenditure of more
than  twenty-five  percent  (25%) of the full  insurable  value of the  Building
immediately  prior  to the  casualty  then in  either  such  case  Landlord  may
terminate  this Lease by giving  Tenant notice to such effect within ninety (90)
days  after  the date of the  casualty.  Within  such  ninety  (90) day  period,
Landlord shall advise Tenant of the estimated  length of time needed by Landlord
to  restore  the  Demised  Premises  from the  date of the  notice  if  Landlord
determines  not to cancel.  If such time period is greater than ten (10) months,
Tenant may terminate the Lease by notice to Landlord  within thirty (30) days of
such notice.  If Tenant does not cancel within that time,  Tenant may thereafter
cancel if Landlord  has not  completed  the making of the  required  repairs and
restored and rebuilt the Building and the Demised  Premises  within the nine (9)
month  period (or  greater  period in the  notice if Tenant  did not  cancel) or
within such period after such date (not exceeding six (6) months) as shall equal
the aggregate period Landlord may have been delayed in doing so by adjustment of
insurance, labor trouble,  governmental controls, act of God, or any other cause
beyond Landlord's reasonable control.

     21.04. No damages,  compensation, or claim shall be payable by Landlord for
inconvenience,  loss of  business,  or  annoyance  arising  from any  repair  or
restoration of any portion of the Demised  Premises or of the Building  pursuant
to this  Article.  Landlord  shall use its best efforts to effect such repair or
restoration  promptly and in such manner as not  unreasonably  to interfere with
Tenant's  use and  occupancy  during  such time  that  Tenant is able to use the
Demised Premises during Landlord's restoration.

     21.05.  Notwithstanding any of the foregoing provisions of this Article, if
Landlord or the holder of any superior  mortgage  shall be unable to collect all
of the insurance



                                      -28-
<PAGE>


proceeds (including rent insurance proceeds) applicable to damage or destruction
of the Demised  Premises or the  Building by fire or other  cause,  by reason of
some action or inaction on the part of Tenant or any of its employees, agents or
contractors  in  connection  with the  processing  of any claim,  then,  without
prejudice to any other remedies  which may be available  against  Tenant,  there
shall be no abatement of Tenant's rents.

     21.06.  Landlord will not carry insurance of any kind on Tenant's Property,
and, except as provided by law or by reason of its fault or its breach of any of
its obligations  hereunder,  shall not be obligated to repair any damage thereto
or replace the same;  to the extent  that Tenant  shall  maintain  insurance  on
Tenant's Property,  Landlord shall not be obligated to repair any damage thereto
or replace the same.

     21.07.  The  provisions  of this  Article  shall be  considered  an express
agreement governing any case of damage or destruction of the Demised Premises by
fire or other  casualty,  and any law of the State of New Jersey  providing  for
such a contingency in the absence of an express agreement,  and any other law of
like import, now of hereafter in force, shall have no application in such case.

     21.08. If the Demised  Premises  and/or access thereto become  partially or
totally damaged or destroyed by any casualty not insured against,  then Landlord
shall have the right to terminate  this Lease upon giving the Tenant thirty (30)
days notice and upon the  expiration  of said thirty (30) day notice period this
Lease shall terminate as if such termination date were the Expiration Date.

                                   ARTICLE 22

                                 EMINENT DOMAIN

     22.01. If the whole of the Building shall be lawfully taken by condemnation
or in any other manner for any public or quasi-public use of purpose, this Lease
and the term and estate hereby granted shall forthwith  terminate as of the date
of vesting of title on such taking  (which date is herein after also referred to
as the "date of the taking"), and the rents shall be prorated and adjusted as of
such date.

     22.02.  If any part of the Building shall be so taken,  this Lease shall be
unaffected by such taking,  except that Tenant may elect to terminate this Lease
in the event of a partial taking, if the area of the Demised Premises  remaining
would  materially  restrict,  limit  or  otherwise  adversely  affect  the  use,
occupancy  or  enjoyment  of Tenant of the Demised  Premises.  Tenant shall give
notice of such election to Landlord not later than  seventy-five (75) days after
the date of such taking. Upon the giving of such notice to Landlord,  this Lease
shall  terminate on the date of service of notice and the rents  apportioned  to
the part of the Demised  Premises so taken shall be prorated  and adjusted as of
the date of the taking and the rents apportioned to the remainder of the Demised
Premises shall be prorated and adjusted as of such  termination  date. Upon such
partial taking and this Lease  continuing in force as to any part of the Demised
Premises, the rents apportioned to the part taken shall be prorated and adjusted
as of the date of



                                      -29-
<PAGE>


taking  and from  such  date the  fixed  rent  shall be  reduced  to the  amount
apportioned to the remainder of the Demised  Premises and additional  rent shall
be payable pursuant to Article 5 according to the rentable area remaining.

     22.03. Except as specifically set forth in Section 22.04. hereof,  Landlord
shall be entitled to receive the entire award in any proceeding  with respect to
any taking  provided for in this Article  without  deduction  therefrom  for any
estate vested in Tenant by this Lease,  and Tenant shall receive no part of such
award.  Tenant hereby expressly assigns to Landlord all of its right, title, and
interest in or to every such award.

     22.04.  If the temporary use or occupancy of all or any part of the Demised
Premises shall be lawfully taken by  condemnation or in any other manner for any
public or  quasi-public  use or purpose  during the term of this  Lease,  Tenant
shall be entitled,  except as hereinafter  set forth, to receive any award which
does not serve to diminish  Landlord's  award in any respect and, if so awarded,
for the taking of Tenant's Property and for moving expenses,  and Landlord shall
be entitled to receive that portion which represents  reimbursement for the cost
of  restoration  of the  Demised  Premises.  This  Lease  shall  be  and  remain
unaffected  by such taking and Tenant  shall remain  responsible  for all of its
obligations  hereunder  insofar as such  obligations  are not  affected  by such
taking and shall continue to pay in full the fixed rent and additional rent when
due. If the period of temporary  use or occupancy of the Demised  Premises (or a
part thereof shall be divided  between  Landlord and Tenant so that Tenant shall
receive so much thereof as represents  the period prior to the  Expiration  Date
and Landlord shall receive so much thereof as represents  the period  subsequent
to the  Expiration  Date.  All moneys  received  by Tenant as, or as part of, an
award for  temporary use and occupancy for a period beyond the date to which the
rents hereunder have been paid by Tenant shall be received, held, and applied by
Tenant as a trust fund for payment of the rents falling due hereunder.

     22.05.  In the event of any  taking of less than the whole of the  Building
which  does not  result in a  termination  of this  Lease,  or in the event of a
taking  for a  temporary  use or  occupancy  of all or any  part of the  Demised
Premises  which does not extend beyond the  Expiration  Date,  Landlord,  at its
expense,  shall proceed with reasonable diligence to repair,  alter, and restore
the remaining  parts of the Building and the Demised  Premises to  substantially
their former  condition to the extent that the same may be feasible and so as to
constitute a complete and tenantable Building and Demised Premises provided that
Landlord's liability under this Section 22.05 shall be limited to the net amount
(after  deducting all costs and expenses,  including,  but not limited to, legal
expenses incurred in connection with the eminent domain proceeding)  received by
Landlord as an award  arising out of such taking.  If such taking  occurs within
the last  three (3) years of the term of this  Lease,  Landlord  shall  have the
right to terminate this Lease by giving the Tenant written notice to such effect
within  ninety (90) days after such taking,  and this Lease shall then expire on
that effective  date stated in the notice as if that were the  Expiration  Date,
but the fixed rent and the additional  rent shall be prorated and adjusted as of
the date of such taking.

     22.06.  Should  any  part  of the  Demised  Premises  be  taken  to  effect
compliance  with any law or  requirement of public  authority  other than in the
manner hereinabove provided in



                                      -30-
<PAGE>


this Article then, (i) if such compliance is the obligation of Tenant under this
Lease,  Tenant shall not be entitled to any  diminution  or abatement of rent or
other  compensation from Landlord  therefor,  but (ii) if such compliance is the
obligation  of Landlord  under this  Lease,  the fixed rent  hereunder  shall be
reduced  and  additional  rents  under  Article 5 shall be  adjusted in the same
manner as is provided in Section  22.02  according to the  reduction in rentable
area of the Demised Premises resulting from such taking.

     22.07.  Any dispute which may arise between the parties with respect to the
meaning  or  application  of any of the  provisions  of this  Article  shall  be
determined by arbitration in the manner provided in Article 33.

                                   ARTICLE 23

                                    SURRENDER

     23.01.  On the  last  day of the term of this  Lease,  or upon any  earlier
termination  of this Lease,  or upon any  re-entry by Landlord  upon the Demised
Premises,  Tenant shall quit and surrender  the Demised  Premises to Landlord in
good order,  condition,  and repair,  except for ordinary wear and tear and such
damage or  destructions  as Landlord is required to repair or restore under this
Lease,  and Tenant shall  remove all of Tenant's  Property  therefrom  except as
otherwise  expressly  provided in this  Lease.  Landlord  reserves  the right to
require  Tenant to remove all items  installed by, for or on behalf of Tenant in
excess of the Building  standard  items  ("Landlord's  Work").  After review and
completion of the final  construction  drawings,  Landlord reserves the right to
notify  Tenant  of any  restoration  Tenant  shall be  responsible  for upon the
termination of this Lease. If Tenant fails to perform any  restoration  required
of it under  this  Lease on or before  the last day of the term of this Lease or
upon any earlier  termination,  Tenant shall be deemed a hold-over  Tenant under
Article  40 of  this  Lease  until  such  time  as  Tenant  has  completed  such
restoration.

                                   ARTICLE 24

                            CONDITIONS OF LIMITATION

     24.01.  Subject to applicable  bankruptcy laws, this Lease and the term and
estate hereby granted are subject to the limitation  that whenever  Tenant shall
make an assignment  of the property of Tenant for the benefit of  creditors,  or
shall file a voluntary  petition under any  bankruptcy or insolvency  law, or an
involuntary  petition alleging an act of bankruptcy or insolvency shall be filed
against  Tenant under any  bankruptcy or insolvency  law, or whenever a petition
shall be filed by or against Tenant under the  reorganization  provisions of the
United States  Bankruptcy Act or under the provisions of any law of like imports
or whenever a petition shall be filed by Tenant under the arrangement provisions
of any law of like import,  whenever a permanent receiver of Tenant or of or for
the property of Tenant shall be  appointed,  then  Landlord,  (a) at any time of
receipt  of notice of the  occurrence  of any such  event,  or (b) if such event
occurs without the acquiescence of Tenant, at any time after the event continues
for thirty (30) days,  Landlord may give Tenant a notice of intention to end the
term of this Lease at the



                                      -31-
<PAGE>


expiration  of five  (5)  days  from  the  date of  service  of such  notice  of
intention,  and upon the  expiration  of said five (5) day period this Lease and
the term and estate hereby  granted,  whether or not the term shall  theretofore
have  commenced,  shall  terminate  with the same effect as if that day were the
Expiration  Date,  but Tenant  shall  remain  liable for  damages as provided in
Article 26.

     24.02. This Lease and the term and estate hereby granted are subject to the
further limitation that:

          (a) Whenever  Tenant shall  default in the payment of  installment  of
fixed rent, or in the payment of any additional rent or any other charge payable
by Tenant to Landlord, or any day upon which the same ought to be paid, and such
default shall continue for seven (7) days after written notice thereof; or

          (b) Whenever Tenant shall do or permit anything to be done, whether by
action or inaction,  contrary to any of Tenant's obligations  hereunder,  and if
such situation  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 a  happening  or  default  which  cannot  with due
diligence  be cured within a period of thirty (30) days and the  continuance  of
which for the period  required  for cure will not  subject  Landlord  to risk of
criminal liability or termination of any foreclosure of any superior mortgage if
Tenant  shall not,  (i) within said thirty  (30) day period  advise  Landlord of
Tenant's  intention  to duly  institute  all  steps  necessary  to  remedy  such
situation;  (ii)  duly  institute  within  said  thirty  (30)  day  period,  and
thereafter  diligently prosecute to completion all steps necessary to remedy the
same;  (iii)  complete  such remedy within such time after the date of giving of
said notice to Landlord as shall reasonably be necessary; or

          (c)  Whenever  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, or corporation other than Tenant, except as expressly permitted by
Article 8; or

          (d) If  Tenant  shall  default  in  the  timely  payment  of  rent  or
additional  rent and any such default shall  continue to be repeated for a total
of five (5) months in any period of twelve (12)  months,  or more than three (3)
times in any six (6) month  period,  then,  notwithstanding  that such  defaults
shall have each been cured within the applicable  period,  any similar  monetary
default shall be deemed to be  deliberate  and Landlord may  thereafter  serve a
notice of  termination  upon Tenant without  affording to Tenant  opportunity to
cure such default,  provided,  however, in connection with any notice of default
for  non-payment  of rent for the fifth (5th) month or third time as  aforesaid,
Landlord  shall advise  Tenant of the  potential  applicability  of this Section
24.02 (d);

then,  and in any of the  foregoing  cases,  this  Lease and the term and estate
hereby granted, whether or not the term shall theretofore have commenced, shall,
if the  Landlord  so  elects,  terminate  upon ten (10) days  written  notice by
Landlord to Tenant of Landlord's election to



                                      -32-
<PAGE>


terminate  the Lease and the term hereof  shall  expire and come end on the date
fixed in such  notice,  with the same effect as if that day were the  Expiration
Date,  but Tenant shall  remain  liable for the rent and  additional  rent which
subsequently accrues and for damages as provided in Article 26.

                                   ARTICLE 25

                              RE-ENTRY BY LANDLORD

     25.01.  If Tenant shall default in the payment of any  installment of fixed
rent, or of any installment of additional  rent, on any date upon which the same
ought to be paid and if such  default  shall  continue  for five (5) days  after
written notice thereof, or if this Lease shall expire as provided in Article 24,
Landlord or  Landlord's  agents and  employees  may  immediately  or at any time
thereafter  re-enter the Demised Premises,  or any part thereof,  in the name of
the whole, either by summary dispossess proceedings or by any suitable action or
proceeding at law,  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 Demised  Premises again as
and of its first estate and interest  therein.  The word  "re-enter",  as herein
used,  is not  restricted to its technical  legal  meaning.  In the event of any
termination  of this Lease  under the  provisions  of Article 24 or if  Landlord
shall  re-enter the Demised  Premises under the provisions of this Article or in
the event of the  termination  of this Lease,  or of  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, Tenant shall thereupon pay to
Landlord the fixed rent and additional  rent payable by Tenant to Landlord up to
the time of such termination of this Lease, or of such recovery of possession or
the  Demised  Premises  by  Landlord,  as the case may be, and shall also pay to
Landlord damages as provided in Article 26.

     25.02. In the event of a breach or threatened  breach by Landlord or Tenant
of any of their  respective  obligations  under this Lease,  either  Landlord or
Tenant, as the case may be, shall also have the right of injunction. The special
remedies  hereunder are  cumulative  and are not intended to be exclusive of any
other remedies or means of redress to which the parties may lawfully be entitled
at any time.

     25.03. If this Lease shall terminate under the provisions of Article 24, or
if Landlord  shall  re-enter the Demised  Premises  under the provisions of this
Article, or in the event of any termination of this Lease, or of 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 fixed rent or additional  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 26 or pursuant to law.



                                      -33-
<PAGE>


                                   ARTICLE 26

                                     DAMAGES

     26.01.  If this Lease is terminated  under the provisions of Article 24, or
if Landlord shall re-enter the Demised  Premises under the provisions of Article
25, or in the event of the  termination  of this Lease,  or of  re-entry,  by or
under any summary  dispossess or other  proceeding or action of any provision of
law by reason of default  hereunder  on the part of Tenant,  Tenant shall pay to
Landlord as damages, at the election of Landlord, either

          (a) A sum which at the time of such  termination  of this  Lease or at
the time of any such re-entry by Landlord,  as the case may be,  represents  the
then value of the excess, if any, of (i) the aggregate of the fixed rent and the
additional  rent  payable  hereunder  which  would  have been  payable by Tenant
(conclusively  presuming the  additional  rent to be the same as was payable for
the year immediately  preceding such termination) for the period commencing with
such earlier termination of this Lease or the date of any such re-entry,  as the
case may be,  and  ending  with the  Expiration  Date,  had  this  Lease  not so
terminated or had Landlord not so re-entered the Demised Premises, over (ii) the
aggregate rental value of the Demised Premises for the same period, or

          (b) Sums  equal to the fixed  rent and the  additional  rent (as above
presumed)  payable  hereunder  which would have been  payable by Tenant had this
Lease not so terminated, or had Landlord not so re-entered the Demised Premises,
payable upon the due dates therefor  specified herein following such termination
or such  re-entry and until the  Expiration  Date,  provided,  however,  that if
Landlord  shall relet the Demised  Premises  during said period,  Landlord shall
credit Tenant with the net rents received by Landlord from such reletting,  such
net rents to be determined by first  deducting  from the gross rents as and when
received by  Landlord  from such  reletting,  the  expenses  incurred or paid by
Landlord in terminating  this Lease or in reentering the Demised Premises and in
securing  possession  thereof,  as well as the expenses of reletting,  including
altering  and  preparing  the  Demised   Premises  for  new  tenants,   brokers'
commissions,  and all other  expenses  properly  chargeable  against the Demised
Premises and the rental  therefrom;  it being understood that any such reletting
may be for a period shorter or longer than the remaining term of this Lease; but
in no event  shall  Tenant be  entitled  to receive any excess of such net rents
over the sums  payable  by Tenant to  Landlord  hereunder,  nor shall  Tenant be
entitled in any suit for the collection of damages  pursuant to this  Subsection
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.  Landlord  shall use
commercially  reasonable efforts to relet the Demised Premises so as to mitigate
damages.  Landlord  shall not be  obligated  to rent the  Demised  Premises  any
differently  from other  vacant space in its  inventory  or in the  inventory of
affiliated  entities.  Damages shall also include the unamortized portion of the
cost of Landlord's Work and any brokerage fees or commissions  paid by Landlord.
If the Demised  Premises or any part thereof should be relet in combination with
other space,  then proper  apportionment on a square foot basis shall be made of
the rent received from such reletting and of the expenses of reletting.



                                      -34-
<PAGE>


          If the Demised  Premises  or any part  thereof to be relet by Landlord
for the unexpired portion of the term of this Lease, or any part thereof, before
presentation of proof of such damages to any court,  commission or tribunal, the
amount of rent reserved upon such reletting shall,  prima facie, be the fair and
reasonable  rental value for the Demised  Premises,  or part  thereof,  so relet
during the term of the reletting.

     26.02. 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
so terminated under the provisions of Article 24, or under any provision of law,
or had Landlord not re-entered the Demised  Premises.  Nothing herein  contained
shall be construed to limit or preclude  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.  Nothing  herein  contained  shall be  construed to limit or
prejudice  the right of  Landlord  to seek and obtain as  liquidated  damages by
reason of the termination of this Lease or re-entry on the Demised  Premises for
the default of Tenant under this Lease,  an amount equal to the maximum  allowed
by any  statute or rule of law in effect at the time  when,  and  governing  the
proceedings  in which,  such damages are to be proved whether or not such amount
be greater, equal to, or less than any of the sums referred to in Section 26.01.

     26.03.  Landlord  and  Tenant  agree  that  with  respect  to  any  lawsuit
instituted or defended or any action to enforce all or any of the  provisions of
this Lease,  the  successful  party shall be entitled to all costs and  expenses
incurred, including reasonably attorney's fees.

                                   ARTICLE 27

                                     WAIVERS

     27.01.  Landlord  and  Tenant  hereby  waive  trial by jury in any  action,
proceeding  or  counterclaim  brought by either  against the other on any matter
whatsoever  arising  out  of or in  any  way  connected  with  this  Lease,  the
relationship  of Landlord  and Tenant,  Tenant's use or occupancy of the Demised
Premises,  including  any claim of injury or damage,  or any  emergency or other
statutory remedy with respect thereto.

                                   ARTICLE 28

                        NO OTHER WAIVERS OR MODIFICATIONS

     28.01.  The failure of either party to insist in any one or more  instances
upon the strict performance of any one or more of the obligations of this Lease,
or to exercise any election herein contained, shall not be construed as a waiver
or relinquishment for the future of the



                                      -35-
<PAGE>


performance  of such one or more  obligations  of this  Lease or of the right to
exercise such election, but the same shall continue and remain in full force and
effect  with  respect  to  any  subsequent   breach,   act,  or  omission.   Any
modifications  or  amendments to this Lease shall be in writing and such writing
shall  reference  this Lease.  No  executory  agreement  hereafter  made between
Landlord  and Tenant  shall be  effective  to change,  modify,  waive,  release,
discharge,  terminate  or effect an  abandonment  of this Lease,  in whole or in
part,  unless such executory  agreement is in writing,  refers expressly to this
Lease and is  signed  by the  party  against  whom  enforcement  of the  change,
modification,  waiver, release, discharge, or termination of effectuation of the
abandonment is sought.

     28.02.  Without limiting Section 28.01, the following provisions shall also
apply:

          (a) No  agreement  to  accept  a  surrender  of all or any part of the
Demised  Premises  shall be valid unless in writing and signed by Landlord.  The
delivery of keys to an employee of Landlord or of its agent shall not operate as
a termination  of this Lease or a surrender of the Demised  Premises.  If Tenant
shall at any time request  Landlord to sublet the Demised  Premises for Tenant's
account,  Landlord  or its agent is  authorized  to  receive  said keys for such
purposes without  releasing Tenant from any of its obligations under this Lease,
and Tenant hereby releases Landlord from any liability for loss or damage to any
of  Tenant's  property  in  connection  with such  subletting  unless due to the
willful acts or negligence of Landlord or its agents.

          (b) The receipt by Landlord  of rent with  knowledge  of breach of any
obligation of this Lease shall not be deemed a waiver of such breach.

          (c) No payment by Tenant or receipt  by  Landlord  of a lesser  amount
than the correct fixed rent or additional  rent due hereunder shall be deemed to
be other than a payment on account,  nor shall any  endorsement  or statement on
any check or any  letter  accompanying  any check or payment be deemed an accord
and  satisfaction,  and  Landlord  may  accept  such  check or  payment  without
prejudice to Landlord's  right to recover the balance or pursue any other remedy
in this Lease or at law provided.

                                   ARTICLE 29

                            CURING TENANT'S DEFAULTS

     29.01.  If Tenant  shall  default  in the  performance  of any of  Tenant's
obligations  under this Lease,  Landlord,  without thereby waiving such default,
may (but shall not be obligated  to) perform the same for the account and at the
expense of Tenant,  without  notice,  in a case of  emergency,  and in any other
case,  only if such default  continues after the expiration of (i) ten (10) days
from the date  Landlord  gives Tenant  notice of intention so to do, or (ii) the
applicable grace period provided in Section 24.02 or elsewhere in this Lease for
cure of such default, whichever occurs later.



                                      -36-
<PAGE>


                                   ARTICLE 30

                                     BROKER

     30.01. Tenant covenants,  warrants, and represents that there was no broker
except PETER ELLIOT NEW JERSEY, L.L.C.,  ("Broker") instrumental in consummating
this  Lease and that it had no  conversations  or  negotiations  with any broker
except Broker concerning the renting of the Demised  Premises.  Tenant agrees to
hold Landlord harmless against any claims for a brokerage commission arising out
of any breach of warranty or  representation  under this Article.  The foregoing
covenant,  warranty and representation of Tenant shall not apply or extend to or
be  applicable  with  respect  to any  claim of any  broker  arising  out of any
conversations or negotiations had between such broker and Landlord or Landlord's
agents or  representatives  without  knowledge,  involvement or participation of
Tenant. Landlord agrees to pay Broker pursuant to a separate agreement.

                                   ARTICLE 31

                                     NOTICES

     31.01. Any notice,  statement,  demand, or other communications required or
permitted to be given,  rendered, or made by either party to the other, pursuant
to this  Lease or  pursuant  to any  applicable  law or  requirement  of  public
authority,  shall be in  writing  (whether  or not so stated  elsewhere  in this
Lease) and shall be deemed to have been  properly  given,  rendered or made,  if
sent by registered or certified mail, return receipt requested, addressed to the
other  party at the  address  hereinabove  set  forth  (except  that  after  the
Commencement  Date,  Tenant's  address,  unless  Tenant shall give notice to the
contrary,,  shall be the  Building)  and shall be  deemed  to have  been  given,
rendered, or made on the date following the date of mailing.  Notice may also be
given by facsimile transmittal (with a copy sent by regular first class mail) or
overnight  mail. If such notice is given by facsimile  transmittal,  it shall be
deemed  received the day it was sent and overnight mail shall be deemed received
the day after it was sent. Either party may, by notice as aforesaid, designate a
different  address or  addresses  for  notices,  statements,  demands,  or other
communications  intended  for it.  In the  event  of the  cessation  of any mail
delivery,  for any  reason,  personal  delivery,  shall be  substituted  for the
aforedescribed method of sewing notices.

                                   ARTICLE 32

                              ESTOPPEL CERTIFICATE

     32.01. Tenant agrees, when requested by Landlord, to execute and deliver to
Landlord a statement  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),  certifying the dates to
which the fixed rent and  additional  rent have been paid,  whether  any dispute
exists  with  respect  thereto and  stating  whether or not,  to  Tenant's  best
knowledge, Landlord is in default in performance of any of its obligations under
this Lease, and,



                                      -37-
<PAGE>


if so, specifying each such default of which Tenant may have knowledge, it being
intended that any such statement delivered pursuant hereto may be relied upon by
others.  Such  statement  shall be served upon Landlord by Tenant within fifteen
(15)  days of  Landlord's  request.  If Tenant  fails to  deliver  such  notice,
Landlord shall be deemed appointed as Tenant's  attorney-in-fact  to prepare and
deliver  such  notice on behalf of  Tenant,  and  Tenant  shall be deemed  bound
thereby upon Landlord's furnishing a copy of the notice to Tenant.

                                   ARTICLE 33

                                   ARBITRATION

     33.01.   The  parties  hereto  shall  not  be  deemed  to  have  agreed  to
determination  of any dispute  arising out of this Lease by  arbitration  unless
determination in such manner shall have been  specifically  provided for in this
Lease.

     33.02. The party desiring  arbitration  shall give notice to that effect to
the other party and shall in such notice  appoint a person as  arbitrator on its
behalf.  Within ten (10) days,  the other party by notice to the original  party
shall appoint a second person as arbitrator on its behalf.  The arbitrators thus
appointed  shall appoint a third  person,  and such three  arbitrators  shall as
promptly as possible determine such matter, provided, however that:

          (a)  If the  second  arbitrator  shall  not  have  been  appointed  as
aforesaid, the first arbitrator shall proceed to determine such matter; and

          (b) If the two arbitrators appointed by the parties shall be unable to
agree, within ten (10) days after the appointment of the second arbitrator, upon
the  appointment  of a third  arbitrator,  they shall give written notice to the
parties of such  failure to agree,  and, if the  parties  fail to agree upon the
selection of such third  arbitrator  within ten (10) days after the  arbitrators
appointed  by the parties  give notice as  aforesaid,  then within five (5) days
thereafter either of the parties upon notice to the other party may request such
appointment  by  the  American  Arbitration  Association  (or  any  organization
successor thereto), or in it absence, refusal, failure, or inability to act, may
apply for a court appointment of such arbitrator.

     33.03.  Each arbitrator  shall be a fit and impartial person who shall have
had at least five years'  experience in a calling  connected  with the matter of
dispute.

     33.04. The arbitration  shall be conducted,  to the extent  consistent with
this  Article,  in  accordance  with the then  prevailing  rules of the American
Arbitration Association (or any organization successor thereto). The arbitrators
shall render their decision and award,  upon the  concurrence of at least two of
their  number,  within  thirty  (30)  days  after the  appointment  of the third
arbitrator.  Such  decision and award shall be in writing and shall be final and
conclusive on the parties,  and counterpart copies thereof shall be delivered to
each of the parties. In rendering such decision and award, the arbitrators shall
not add to,  subtract  from, or otherwise  modify the  provisions of this Lease.
Judgment may be had on the decision and award of the  arbitrator(s)  so rendered
in any court of  competent  jurisdiction.  Notwithstanding  the  foregoing, 



                                      -38-
<PAGE>


the  parties  hereto  agree that such  judgment of the  arbitrator  shall not be
binding and may be the subject of litigation in the Superior Court of New Jersey
if it is alleged that the arbitrator made a mistake of fact or law.

     33.05.  Each party  shall pay the fees and  expenses  of the one of the two
original arbitrators appointed by or for such party and the fees and expenses of
the third  arbitrator and all other expenses of the arbitration  (other than the
fees and  disbursement  of attorneys or witnesses for each party) shall be borne
by the parties equally.

     33.06.  Notwithstanding  the  provisions of this  Article,  if any delay in
complying with any  requirements of this Lease by Tenant might subject  Landlord
to any fine or penalty, or to prosecution for a crime, or if it would constitute
a default by Landlord under any mortgage,  Landlord may exercise its right under
Article  29, to remedy such  default  and in such event the sole  question to be
determined by the  arbitrators  under this Article,  shall be whether  Tenant is
liable for Landlord's cost and expenses of curing such default.

                                   ARTICLE 34

              NO OTHER REPRESENTATIONS, CONSTRUCTION, GOVERNING LAW

     34.01. Tenant expressly  acknowledges and agrees that 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 are expressly set forth in this Lease. It is understood
and agreed that all  understandings  and  agreements  heretofore had between the
parties are merged in the Lease,  which alone fully and completely express their
agreements and that the same are entered into after full investigation,  neither
party  relying upon any  statement or  representation  not embodied in the Lease
made by the other.

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

     34.03.  This Lease  shall be  governed  in all  respects by the laws of the
State of New Jersey.

                                   ARTICLE 35

                                    SECURITY

     35.01.  Tenant shall deposit with  Landlord the sum of $96,952.00  upon the
execution of this Lease.  Said deposit  (sometimes  referred to as the "Security
Deposit") shall be held by Landlord as security for the faithful  performance by
Tenant of all the terms of the Lease



                                      -39-
<PAGE>


by said Tenant to be observed and performed.  The Security Deposit shall not and
may not be mortgaged,  assigned,  transferred,  or encumbered by Tenant, without
the written consent of Landlord, and any such act on the part of Tenant shall be
without force and effect and shall not be binding upon  Landlord.  If any of the
fixed or additional  rent herein  reserved or any other sum payable by Tenant to
Landlord shall be overdue and unpaid,  or if Landlord makes payment on behalf of
Tenant,  or if Tenant  shall fail to perform  any of the terms,  covenants,  and
conditions of the Lease,  then Landlord may, at its option and without prejudice
to any other remedy which Landlord may have on account thereof,  appropriate and
apply the entire  Security  Deposit or so much  thereof as may be  necessary  to
compensate  Landlord toward the payment of fixed or additional rent and any loss
or damage  sustained by Landlord due to such breach on the part of Tenant,  plus
expenses; and Tenant shall forthwith upon demand restore the Security Deposit to
the original sum deposited.  The issuance of a warrant and/or the re-entering of
the Demised  Premises  by Landlord  for any default on the part of Tenant or for
any other reason prior to the  expiration of the term shall not be deemed such a
termination  of the Lease as to entitle  Tenant to the  recovery of the Security
Deposit. If Tenant complies with all of the terms, covenants,  and conditions of
the  Lease  and pays all of the fixed  and  additional  rent and all other  sums
payable by Tenant to Landlord as they fall due,  the Security  Deposit  shall be
promptly  returned  in full to Tenant  after the  expiration  of the term of the
Lease and Tenant's  satisfaction  of all its  obligations  accruing prior to the
Lease  expiration  date.  In the event of  bankruptcy  or other  creditor-debtor
proceedings  against Tenant, the Security Deposit and all other securities shall
be deemed to be applied  first to the payment of fixed and  additional  rent and
other  charges  due  Landlord  for  all  periods  prior  to the  filing  of such
proceedings.  In the event of sale by Landlord  of the  Building,  Landlord  may
deliver the then balance of the Security Deposit to the transferee of Landlord's
interest in the Demised Premises and Landlord shall thereupon be discharged from
any further  liability  with respect to the Security  Deposit and this provision
shall also apply to any subsequent transferees. No holder of a superior mortgage
to which the Lease is subordinate  shall be  responsible in connection  with the
Security  Deposit,  by way of credit or payment of any fixed or additional rent,
or otherwise,  unless such mortgagee or lessor  actually shall have received the
entire Security Deposit. However, in connection with any foreclosure if Landlord
fails to deliver the Security  Deposit to the Landlord,  then the Landlord shall
remain  personally liable for the return of the Security Deposit or the turnover
of the Security Deposit notwithstanding Section 36.02.

                                   ARTICLE 36

                                  PARTIES BOUND

     36.01.  The  obligation of this Lease shall bind and benefit the successors
and assigns of the parties with the same effect as if mentioned in each instance
where a party  is  named  or  referred  to,  except  that  no  violation  of the
provisions  of Article 8 shall  operate to vest any rights in any  successor  or
assignee  of  Tenant  and that  the  provisions  of this  Article  shall  not be
construed as modifying the  conditions  of  limitation  contained in Article 24.
However,  the obligations 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  as owner or lessee  thereof and in event of such
transfer said obligations shall thereafter be binding upon each



                                      -40-
<PAGE>


transferee  of the interest of Landlord  herein named as such owner or lessee of
the  Building,  but only with  respect to the period  ending  with a  subsequent
transfer within the meaning of this Article.

     36.02.  If  Landlord  shall be an  individual,  joint  venture,  tenancy in
common,   partnership,   unincorporated  association,  or  other  unincorporated
aggregate of individuals  and/or  entities or a  corporation,  Tenant shall look
only to such  Landlord's  estate and  property in the  Building (or the proceeds
thereof) and, where  expressly so provided in this Lease,  to offset against the
rents  payable  under this  Lease for the  collection  of a  judgment  (or other
judicial  process)  which requires the payment of money by Landlord in the event
of any  default  by  Landlord  hereunder.  No other  property  or assets of such
Landlord shall be subject to levy, execution or other enforcement  procedure for
the  satisfaction of Tenant's  remedies under or with respect to this Lease, the
relationship  of Landlord  and Tenant  hereunder or Tenant's use or occupancy of
the Demised Premises.  Further,  Tenant agrees that Landlord shall not be liable
to Tenant for any special,  indirect,  or  consequential  damages arising out of
Landlord's breach of this Lease.

                                   ARTICLE 37

                                    CONSENTS

     37.01.  Wherever it is  specifically  provided in this Lease that a party's
consent is not to be  unreasonably  withheld,  a response  to a request for such
consent shall also not be  unreasonably  delayed.  If either  Landlord or Tenant
considers  that the other had  unreasonably  withheld  or delayed a consent,  it
shall so notify the other party within ten (10) days after  receipt of notice of
denial of the  requested  consent or, in case notice of denial is not  received,
within twenty (20) days after making its request for the consent.

     37.02.  Tenant hereby waives any claim against  Landlord  which it may have
based upon any assertion that Landlord has unreasonably withheld or unreasonably
delayed any such  consent,  and Tenant  agrees that its sole remedy  shall be an
action or proceeding to enforce any such provision or for specific  performance,
injunction or  declaratory  judgment.  In the event of such  determination,  the
requested consent shall be deemed to have been granted,  however, Landlord shall
have no liability to Tenant for its refusal or failure to give such consent. The
sole remedy for Landlord's unreasonably withholding or delaying of consent shall
be as provided in this Article.

                                   ARTICLE 38

                     MORTGAGE FINANCING - TENANT COOPERATION

     38.01.  In the event  that  Landlord  desires  to seek  mortgage  financing
secured by the Demised Premises, Tenant agrees to cooperate with Landlord in the
making of any  application(s)  by  Landlord  for such  financing  including  the
delivery to Landlord's mortgage broker or mortgagee, of such information as they
shall require with respect to Tenant's



                                      -41-
<PAGE>


occupancy  of the Demised  Premises,  including,  but not limited to the current
financial  statement of Tenant, but Tenant shall not be required to deliver such
information directly to Landlord,  all of the above to be at no cost and expense
of Tenant.  In the event that Landlord's  mortgagee shall request changes to the
within Lease in order to make same  acceptable to Landlord's  mortgagee,  Tenant
agrees to consent to such  changes,  provided  such changes shall not affect the
term of this  Lease  nor the  financial  obligations  of Tenant  hereunder,  nor
adversely affect the practical usability of the Demised Premises or otherwise be
commercially  unreasonable.  The  requirement  of the  mortgagee  for  notice of
defaults  and an  opportunity  to cure shall not  constitute a violation of this
provision.

                                   ARTICLE 39

                            ENVIRONMENTAL COMPLIANCE

     39.01. Tenant shall, at Tenant's sole cost and expense, comply with the New
Jersey Industrial Site Recovery Act and the regulations  promulgated  thereunder
(referred  to as "ISRA") as same  relate to  Tenant's  occupancy  of the Demised
Premises,  as well as all  other  state,  federal  or local  environmental  law,
ordinance,  rule,  or  regulation  either in  existence as of the date hereof or
enacted  or  promulgated  after  the  date  of  this  Lease,  that  concern  the
management, control, discharge, treatment and/or removal of hazardous discharges
or otherwise  affecting or affected by Tenant's use and occupancy of the Demised
Premises.  Tenant  represents  that  Tenant's  SIC number is 8980,  and does not
subject it to ISRA. Tenant shall, at Tenant's own expense,  make all submissions
to, provide all information  to, and comply with all  requirements of the Bureau
of Industrial  Site  Evaluation  (the "Bureau") of the New Jersey  Department of
Environmental  Protection ("NJDEP").  Should the Bureau or any other division of
NJDEP,  pursuant to any other environmental law, rule, or regulation,  determine
that a cleanup plan be prepared and that a cleanup be undertaken  because of any
spills or discharge of hazardous  substances  or wastes at the Demised  Premises
which  occur  during  the term of this  Lease  and were  caused by Tenant or its
agents or  contractors,  then Tenant shall,  at Tenant's own expense prepare and
submit the required plans and financial  assurances,  and carry out the approved
plans.  In the event that  Landlord  shall have to comply with ISRA by reason of
Landlord's actions,  Tenant shall promptly provide all information  requested by
Landlord  for  preparation  of   non-applicability   affidavits  or  a  Negative
Declaration  and shall promptly sign such affidavits when requested by Landlord.
Tenant shall  indemnify,  defend,  and save  harmless  Landlord  from all fines,
suits, procedures,  claims, and actions of any kind arising out of or in any way
connected with any spills or discharges of hazardous substances or wastes at the
Demised  Premises  which occur  during the term of this Lease and were caused by
Tenant or its  agents or  contractors,  and from all fines,  suits,  procedures,
claims,  and actions of any kind arising out of Tenant's  failure to provide all
information, make all submissions and take all actions required by the Bureau or
any other division of NJDEP.  Tenant's  obligations and  liabilities  under this
Paragraph shall continue so long as Landlord remains  responsible for any spills
or discharges of hazardous  substances or wastes at the Demised  Premises  which
occur  during the term of this Lease and were  caused by Tenant or its agents or
contractors.  Tenant's  failure to abide by the terms of this paragraph shall be
restrainable  by  injunction.  Tenant shall have no  responsibility  to obtain a
"Negative  Declaration" or "Letter of  Non-Applicability"  from the NJDEP if the
sole reason for obtaining 



                                      -42-
<PAGE>


same is in  connection  with a sale or other  disposition  of the real estate by
Landlord but Tenant agrees to cooperate  with  Landlord in Landlord's  effort to
obtain  same and shall  perform at  Tenant's  expense  any clean up  required by
reason of Tenant's use and occupancy of the Demised Premises.

                                   ARTICLE 40

                                  HOLDING OVER

     40.01.  Tenant will have no right to remain in possession of all or part of
the Demised  Premises  after the  expiration of the term.  If Tenant  remains in
possession of all or any part of the Demised  Premises  after the  expiration of
the Lease,  without the express  consent of  Landlord:  (a) such tenancy will be
deemed to be a periodic tenancy from month-to-month  only; (b) such tenancy will
not  constitute a renewal or extension of this Lease for any further  term;  and
(c) such tenancy may be  terminated  by Landlord  upon the earlier of (i) thirty
(30) days prior written  notice,  or (ii) the earliest date permitted by law. In
such event,  monthly  rent will be  increased  to an amount equal to one hundred
fifty percent (150%) during the first holdover  month,  one hundred seventy five
percent (175%) during the second  holdover month,  and  thereafter,  two hundred
percent  (200%) of the monthly rent  payable  during the last month of the term,
and any other sums due under this Lease will be payable in the amount and at the
times specified in this Lease.  Such  month-to-month  tenancy will be subject to
every  other  term,  condition,  and  covenant  contained  in  this  Lease.  The
provisions  of this  Section  shall not be  construed  to  relieve  Tenant  from
liability  to Landlord for damages  resulting  from any such  holding  over,  or
preclude  Landlord from  implementing  summary  dispossess  proceedings.  Tenant
further  acknowledges that its failure to perform any restoration required of it
under this Lease shall be deemed the same as its  remaining in possession of the
Demised  Premises after the  expiration of the term,  subjecting it to hold-over
rent in accordance with this Article 40.

                                   ARTICLE 41

                      CERTAIN DEFINITIONS AND CONSTRUCTIONS

     41.01.  For the purpose of this Lease and all  agreements  supplemental  to
this Lease, unless the context otherwise requires,  the definitions set forth in
Exhibit F annexed hereto shall be utilized.

     41.02. The various terms which are italicized and defined in other Articles
of this Lease or are defined in Exhibits annexed hereto, shall have the meanings
specified  in such other  Articles  and such  Exhibits  for all purposes of this
Lease  and  all  agreements  supplemental  thereto,  unless  the  context  shall
otherwise require.

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



                                      -43-
<PAGE>


     41.04.  The Article  headings in this Lease and the Index  prefixed to this
Lease are inserted only as a matter of  convenience  in reference and are not to
be given any effect whatsoever in construing this Lease.

                                   ARTICLE 42

                              RELOCATION OF TENANT

                              INTENTIONALLY DELETED
                              ---------------------

                                   ARTICLE 43

                                 OPTION TO RENEW

     43.01. Provided that Tenant is not then in default of the terms, covenants,
and  provisions  of this Lease,  Landlord  hereby  grants to Tenant the right to
renew the term of this  Lease for one (1)  additional  period of ten (10)  years
(the "Renewal Period")  commencing on the day after the initial  Expiration Date
upon the same terms and  conditions  as set forth in this  Lease  other than the
fixed  annual  rental  which  shall be the Fair  Market  Rental  of the  Demised
Premises at the time of the  commencement  of the Renewal  Period,  adjusting as
necessary  for the lapse of time  between the date of Tenant's  notification  of
intent to exercise its option to renew and the date on which the Renewal  Period
is  scheduled  to  commence  but in no event  shall be less than the fixed  rent
during the initial  term.  Said fixed  annual  rental  shall be payable in equal
monthly  installments in advance on the first day of each and every month of the
Renewal Period. The base year for calculation of additional rent for increase in
taxes and operating  expenses for the Renewal  Period shall be the calendar year
in which the Renewal Period  commences.  Tenant shall exercise the within Option
by giving written notice to Landlord not later than nine (9) months prior to the
initial Expiration Date, TIME BEING OF THE ESSENCE. If Tenant fails to give such
notice,  Tenant  will be deemed  to have  waived  such  Renewal  Option  and the
provisions of this Section shall be null and void.  Fair Market Value shall mean
the rents obtainable for comparable space in the Metro Park (Edison), New Jersey
market area.

                                   ARTICLE 44

                           RIGHT OF FIRST NEGOTIATION

     44.01.  Provided  Tenant is not in default of this Lease,  upon  reasonable
written request of Tenant, Landlord shall provide Tenant with a list of existing
leases setting forth termination dates and option periods,  if any, on any space
in the  Building.  Landlord and Tenant agree to negotiate  towards a fair market
value rental for any space which Tenant  notifies  Landlord it is  interested in
renting and is available or will become available, subject to the rights



                                      -44-
<PAGE>


of other  tenants in the  Building.  For purposes of this  Section,  "rights" of
existing tenants shall include an existing  tenant's right of first refusal,  an
option to expand,  an option to renew, a renewal of an existing lease whether or
not  pursuant to an option or the right of a new tenant who executes a lease for
the vacant space while Landlord and Tenant are negotiating  after the passage of
two (2) weeks from  Tenant's  notice.  The foregoing  shall not obligate  either
Landlord  or Tenant to enter into a lease for any space  which is the subject of
negotiation by Landlord or Tenant pursuant to the foregoing.

     44.02.  In  furtherance  and  notwithstanding  the foregoing and subject to
availability  of space,  Landlord  shall make available to Tenant 8,000 rentable
square  feet of space on the 9th floor  for one (1) year  from the  Commencement
Date of this Lease subject to the same terms and conditions of this Lease except
that the workletter shall be proportionately  reduced by up to ten percent (10%)
on a  proportionate  basis  depending  upon if, as and when  Tenant  executes an
amendment  for  such  space.  Tenant  shall  also  have  the  right  to take any
additional space on the 9th floor above and beyond the 8,000 square feet if same
is  available.  However,  Landlord  shall have no  obligation to keep such space
vacant  during  the  aforesaid  one (1)  year  period.  Landlord  shall  have no
obligation  to advise  Tenant as to  whether or not it is  negotiating  with any
tenant for space on the 9th floor and Landlord shall have no obligation to offer
any such space to Tenant.  Landlord  shall have no  obligation  to refrain  from
leasing any space on the 9th floor.  Tenant's  rights under this  Section  44.02
shall  terminate as of the last day of the twelfth (12th) month  calculated from
the Commencement Date.

                                   ARTICLE 45

                                 SATELLITE DISH

     45.01.  Permission  is granted,  free of rental  charge,  for the Tenant to
install one (1)  satellite  dish not to exceed  three (3) feet in  diameter  nor
protrude  above the lowest part of the roof line by more than 4 feet,  including
all cable,  wiring,  conduits and related equipment  necessary for the reception
(but  not  the  transmission)  of  radio  and   satellite-generated   television
transmissions  (collectively  the "Antenna") at the Demised Premises on the roof
of the  Building,  at Tenant's  sole cost and expense,  subject to the following
restrictions:

          (a) The location and means of securing the Antenna must be approved by
Landlord or its designated  agent,  and such location shall be selected with the
goal of minimizing  its visual  impact.  Roof  penetration  will not be accepted
except if performed by Landlord or its  designated  agent,  all at Tenant's sole
cost and  expense.  Tenant shall be  responsible  for any damage to the Building
roof or any surrounding property resulting from the installation or operation of
the Antenna,  including,  but not limited to, damage resulting from wind, ice or
any other  causes.  The Antenna  shall not damage the  Building or the system of
communication  devised  by any other user  authorized  by  Landlord  or users at
neighboring properties. If such damage or interference shall occur, Tenant shall
correct same promptly.

          (b) Prior to installation, Tenant must provide Landlord with a copy of
all  zoning  or  use  approvals  which  may  be  required,   including,  without
limitation, any Federal



                                      -45-
<PAGE>

Communications  Commission  ("FCC")  licenses or approvals.  Landlord  agrees to
reasonably cooperate with Tenant in such regard, all without cost to Landlord.

          (c)  Tenant  agrees  to  maintain  the  Antenna  in a proper  and safe
operating  condition  and shall  procure  separate  liability  insurance  naming
Landlord as an additional insured.

          (d) Tenant shall comply with all applicable codes, rules,  regulations
and  conditions of the FCC,  Federal  Aviation  Agency,  and local  governmental
agencies,  and shall pay for all legal,  engineering and other expenses incident
thereto  including  all matters  relating to hearings  pursuant to the Municipal
Land Use Law.

          (e)  Installation  of the Antenna  shall be performed in a responsible
and workmanlike manner by a recognized  professional satellite dish installer at
Tenant's sole cost and expense,  through or under the  supervision  of Landlord.
Prior  thereto,  Tenant shall provide  complete  structural  details  signed and
sealed by an appropriately licensed engineer of the State of New Jersey, as well
as a sketch of the roof  showing  the  proposed  location of the antenna and all
relevant distances and heights.  Landlord's supervision fee and, if the presence
or advice of  Landlord's  building  engineer is  required,  Landlord's  building
engineer fee, shall be reimbursed to Landlord by Tenant for actual time spent by
Landlord's  architect  and  building  engineer  at  prevailing  rates.  Prior to
installation,  Tenant shall provide Landlord with a copy of its FCC construction
permit,  license,  or  evidence  of  authority  to operate  from this  location.
Landlord  shall have final  approval  with  respect  to, as well as the right to
perform at Tenant's cost and expense, all roof penetrations and repairs.

          (f)  Installations  or  substitutes  shall meet all codes and shall be
made  using  Teflon  wire  (or by  running  wires  through  approved  conduits),
rust-proof clamps,  non-rustable  hardware U-bolts,  or other similar devices of
the highest  quality  commonly found in the industry,  capable of the bearing of
the stress and strain of the installation without impairing use and occupancy of
the  Building  and  without  adverse  aesthetic  impact  upon any portion of the
Demised Premises.

          (g)  Tenant  shall  be  responsible  for  any  costs  associated  with
furnishing electricity for the Antenna.

          (h) Tenant  shall not sublet,  license or  otherwise  permit any third
party use of the Antenna.



                                      -46-
<PAGE>


          (i)  Access to the  Antenna  for  inspection,  servicing  or any other
reason will only be allowed with prior permission and supervision by Landlord or
its agents and Tenant shall  reimburse  Landlord and/or its agents at prevailing
rates  (during  normal  business  hours) for time spent by  Landlord  and/or its
agents.

          (j) Landlord  reserves the right to require the removal of the Antenna
at such time as the Landlord may have made provisions for acceptable alternative
arrangements,  subject to Tenant's  consent as to what constitutes an acceptable
alternative  arrangement,  which  consent  shall not be  unreasonably  withheld.
Landlord  shall provide  Tenant with prior notice of the amount of time, if any,
satellite services would be interrupted and coordinate work with Tenant to avoid
interruption of Tenant's business.

          (k)  Tenant  shall  remove the  Antenna  and  restore  the roof to its
original condition at the earlier of Tenant's cessation of use of the Antenna or
the  expiration  of the  term of this  Lease or any  renewal  term  thereof,  at
Tenant's  sole cost and  expense,  notwithstanding  any other  provision  of the
Lease. The Antenna shall, at all times, remain the property of Tenant and Tenant
shall  have the  right to  remove  it at any  time,  subject  to the  terms  and
conditions herein.

          (1) Tenant  acknowledges  that it has been advised by Landlord  that a
new  roof  was  installed  at the  Building  which is  still  the  subject  of a
manufacturers/installers  warranty/guarantee.  Tenant must install, maintain and
remove  the   Antenna  in  such  a  manner  as  to  be   consistent   with  said
warranty/guarantee  and not perform or fail to perform any act which would void,
or cause to be voidable,  Landlord's  warranty/guarantee.  Upon Tenant's request
prior to the performance of any work,  Landlord shall provide true copies of all
relevant warranties and guarantees.

          (m) Tenant shall be responsible for implementing appropriate screening
as required by Landlord.

          (n) Tenant agrees to indemnify, defend and hold Landlord harmless from
any  claim  resulting  from  property  damage  or  personal  injury  arising  in
connection  with the  installation,  maintenance,  existence  or  removal of the
Antenna and shall carry insurance to cover



                                      -47-
<PAGE>


such liability and property damages.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of
the day and year first above written.


WITNESS:                                  LANDLORD:
                                          ALFIERI-PARKWAY ASSOCIATES,
                                          a New Jersey General Partnership


                                          /s/ Dominick Alfieri
------------------------------            --------------------------------------
                                          By:    Dominick Alfieri
                                          Title: General Partner


ATTEST:                                   TENANT:
                                          INTELLIGROUP, INC.,
                                          a New Jersey Corporation


                                          /s/ Ashok Pandey
------------------------------            --------------------------------------
                                          By:    Ashok Pandey
                                          Title: Chairman,
                                                 President Corporate Services



                                      -48-