<PAGE>   1
                                                                  EXHIBIT 10.3





                                      LEASE


                    MONMOUTH/ATLANTIC REALTY ASSOCIATES, L.P.

                                     LESSOR





                                       TO:

                             DIGITAL LIGHTWAVE, INC.

                                     LESSEE




                                    BUILDING:

                               1340 CAMPUS PARKWAY
                            WALL TOWNSHIP, NEW JERSEY





<PAGE>   2




                                TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                <C>
1.       DESCRIPTION.........................................................3

2.       TERM................................................................3

3.       FIXED BASIC RENT....................................................3

4.       USE AND OCCUPANCY...................................................3

5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL COMPLIANCE................3

6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS..............................6

7.       ACTIVITIES INCREASING FIRE INSURANCE RATES..........................7

8.       ASSIGNMENT AND SUBLEASE.............................................7

9.       COMPLIANCE WITH RULES AND REGULATIONS..............................10

10.      DAMAGES TO BUILDING................................................10

11.      EMINENT DOMAIN.....................................................11

12.      INSOLVENCY OF LESSEE...............................................11

13.      LESSOR'S REMEDIES ON DEFAULT.......................................11

14.      DEFICIENCY.........................................................11

15.      SUBORDINATION OF LEASE.............................................12

16.      SECURITY DEPOSIT...................................................13

17.      RIGHT TO CURE LESSEE'S BREACH......................................13

18.      MECHANIC'S LIENS...................................................13

19.      RIGHT TO INSPECT AND REPAIR........................................13

20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION.............13

21.      INTERRUPTION OF SERVICES OR USE....................................15

22.      ELECTRICITY/GAS....................................................15

23.      ADDITIONAL RENT....................................................16

24.      COMMON AREA CHARGES................................................19

25.      LESSEE'S ESTOPPEL..................................................19

26.      HOLDOVER TENANCY...................................................19

27.      RIGHT TO SHOW PREMISES.............................................20

28.      LESSOR'S WORK - LESSEE'S DRAWINGS..................................20

29.      WAIVER OF TRIAL BY JURY............................................20

30.      LATE CHARGE........................................................20
</TABLE>



<PAGE>   3

<TABLE>
<S>      <C>                                                                <C>
31.      LESSEE'S INSURANCE.................................................20

32.      NO OTHER REPRESENTATIONS...........................................22

33.      QUIET ENJOYMENT....................................................22

34.      INDEMNITY..........................................................22

35.      ARTICLE HEADINGS...................................................23

36.      APPLICABILITY TO HEIRS AND ASSIGNS.................................23

37.      PARKING............................................................23

38.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY............................23

39.      PARTIAL INVALIDITY.................................................23

40.      BROKER.............................................................23

41.      PERSONAL LIABILITY.................................................23

42.      NO OPTION..........................................................24

43.      DEFINITIONS........................................................24

44.      LEASE COMMENCEMENT.................................................25

45.      NOTICES............................................................25

46.      ACCORD AND SATISFACTION............................................25

47.      EFFECT OF WAIVERS..................................................25

48.      LEASE CONDITION....................................................26

49.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE.........................26

50.      LESSOR'S RESERVED RIGHT............................................26

51.      CORPORATE AUTHORITY................................................26

52.      LESSEE'S EXPANSION/RELOCATION......................................26

53.      MISCELLANEOUS......................................................27

54.      TERMINATION OPTION.................................................28
</TABLE>

                                    -- END --




<PAGE>   4




         LEASE, is made the _____ day of _________, 1997 between
MONMOUTH/ATLANTIC REALTY ASSOCIATES L.P. ("Lessor") whose address is c/o Cali
Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and DIGITAL
LIGHTWAVE, INC. ("Lessee") whose address is 601 Cleveland Street, 5th floor,
Clearwater, Florida 34615


                                    PREAMBLE

                     BASIC LEASE PROVISIONS AND DEFINITIONS

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

1.       ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent
         payable by Lessee to Lessor pursuant to the provisions of the Lease.

2.       BROKER shall mean Black & Company

3.       BUILDING shall mean 1340 Campus Parkway, Building B, Monmouth Shores
         Corporate Park, Wall, New Jersey.

4.       BUILDING AREA shall mean Building B, C, and D totaling 72,500 square
         feet.

5.       COMMENCEMENT DATE is December 1, 1997 and subject to Articles 28 and
         Article 44 hereof.

6.       DEMISED PREMISES OR PREMISES shall be deemed to be 8,044 rentable
         square feet in the Building, as shown on Exhibit A hereto.

7.       EXHIBITS shall be the following, attached to this Lease and
         incorporated herein and made a part hereof.

              Rider A                            Renewal Option
              Exhibit A                          Location of Premises
              Exhibit A-1                        Property
              Exhibit A-2                        Business Park
              Exhibit B                          Rules and Regulations
              Exhibit C                          Lessor's Work
              Exhibit D                          Permitted Encumbrances
              Exhibit E                          Tenant Estoppel Certificate
              Exhibit F                          Commencement Date Agreement
              Exhibit G                          Letter of Credit

8.       EXPIRATION DATE shall be midnight on the day before the fifth (5th)
         anniversary of the Commencement Date plus the number of days, if any,
         to have the lease expire on the end of a calendar month, unless
         extended or modified pursuant to any option contained herein.

9.       FIXED BASIC RENT shall mean: FOUR HUNDRED EIGHT-TWO THOUSAND SIX
         HUNDRED FORTY AND 00/100 DOLLARS ($482,640.00) for the Term payable as
         follows:

<TABLE>
<CAPTION>
                                             Monthly               Yearly
                                           Installments        Installments
                                           ------------        ------------

                  <S>                      <C>                 <C>    
                  Years 1-5:               $8,044.00           $ 96,528.00
</TABLE>

10.      LESSEE'S BUSINESS PARK SHARE ("Business Park" being defined in Article
         43) shall mean 8.17% subject to adjustment as provided for in Article
         43(f).

11.      LESSEE'S PERCENTAGE shall be 11.10%, subject to adjustment as provided
         for in Article 43(e).

<PAGE>   5

12.      PARKING SPACES shall mean a total of twenty-eight (28) unassigned
         spaces.

13.      PERMITTED USE, subject to the issuance of a use and occupancy permit
         from the Township of Wall, shall be general office use, as well as
         those ancillary uses related to computer hardware and software
         development, and for no other purpose.

14.      PROPERTY shall be as shown on Exhibit A-1.

15.      SECURITY DEPOSIT shall be $137,550.00 to be provided to Lessor upon
         Lease execution, initially in the form of an unconditionally, clean
         non-cancelable commercial Letter of Credit in the form set forth as
         Exhibit G equal to $121,462.00 with the balance of $16,088.00 in cash,
         the latter to be retained for the entire Term.

16.      TENANT'S Standard Industrial Classification ("SIC") Number is 5065.

17.      TERM shall mean sixty (60) months from the Commencement Date, plus the
         number of days, if any, to have the lease expire on the end of a
         calendar month, unless extended pursuant to any option contained herein
         or unless terminated earlier in accordance with the terms hereof.

                                 END OF PREAMBLE







<PAGE>   6




                               W I T N E S S E T H

                  For and in consideration of the covenants herein contained,
and upon the terms and conditions herein set forth, Lessor and Lessee agree as
follows:

1.       DESCRIPTION: Lessor hereby leases to Lessee, and Lessee hereby hires
         from Lessor, the Premises as defined in the Preamble as shown on the
         plan or plans, initialed by the parties hereto, marked Exhibit A
         attached hereto and made part of this Lease in the Building as defined
         in the Preamble, (hereinafter called the "Building") which is situated
         on that certain parcel of land (hereinafter called "Property") as
         described on Exhibit A-1 attached hereto and made part of this Lease,
         together, with the non-exclusive right to use the Common Areas with
         Lessor and other lessees of the Business Park, subject however, to the
         Permitted Encumbrances set forth in Exhibit D hereto.

2.       TERM: The Premises are leased for a term to commence on the
         Commencement Date, and to end at 12:00 midnight on the Expiration Date,
         all as defined in the Preamble.

3.       FIXED BASIC RENT: The Lessee shall pay to the Lessor during the Term,
         the Fixed Basic Rent as defined in the Preamble (hereinafter called
         "Fixed Basic Rent") payable in such coin or currency of the United
         States of America as at the time of payment shall be legal tender for
         the payment of public and private debts. The Fixed Basic Rent shall
         accrue at the Yearly Rate as defined in the Preamble and shall be
         payable, in advance, on the first day of each calendar month during the
         Term at the Monthly Installments as defined in the Preamble, except
         that a proportionately lesser sum may be paid for the first month of
         the Term of this Lease if the Term commences on a day other than the
         first day of the month, in accordance with the provisions of this Lease
         herein set forth. Lessor acknowledges receipt from Lessee of the first
         monthly installment by check, subject to collection, for Fixed Basic
         Rent for the first month of the Lease Term. Lessee shall pay Fixed
         Basic Rent, and any Additional Rent as hereinafter provided, to Lessor
         at Lessor's above stated address, or at such other place as Lessor may
         designate in writing, without demand and without counterclaim,
         deduction or set off.

4.       USE AND OCCUPANCY: The Lessee shall use and occupy the Premises for the
         use set forth in the Preamble and for no other purpose. Such Permitted
         Uses are further subject that they shall be consistent with the
         Certificate of Use and Occupancy to be issued by the Township of Wall.
         Such Permitted Uses shall not permit or cause any odor, sound,
         vibration, effluent, pollution or other condition that is, either in
         Lessor's opinion, or by law, noxious or offensive. It being a
         reasonable consideration of this Lease, that the use of the Premises
         shall be limited, to those uses as otherwise hereinbefore specified,
         and Lessee may not, use the Premises for manufacturing or for retail
         sales. The Lessee shall not permit the stacking of merchandise or
         materials against the walls, so as to create a load or weight factor
         upon the walls, or to tie in, Lessee's racking systems with such walls,
         nor shall Lessee permit the hanging of equipment from (or otherwise
         loading) the roof or structural members of the Building without the
         express written consent of the Lessor. The Lessee shall not use or
         occupy or permit the Premises to be used or occupied, nor do or permit
         anything to be done in or on the Building Area, in a manner which will
         in any way violate any certificate of occupancy affecting the Premises.
         Nothing herein contained shall be deemed or construed to constitute a
         representation or guaranty by the Lessor that any specific business may
         be conducted in the Premises or is lawful under the certificate of
         occupancy.

5.       CARE AND REPAIR OF PREMISES/ENVIRONMENTAL COMPLIANCE:

         a.       All improvements made by Lessee to the Premises, which are so
                  attached to the Premises, shall become the property of Lessor
                  upon installation. Not later than the last day of the Term,
                  Lessee shall, at Lessee's expense, remove all Lessee's
                  personal property and those improvements made by Lessee which
                  have not become the property of Lessor, including trade
                  fixtures, cabinetwork, movable paneling, partitions and the
                  like; repair all injury done by or in connection with the
                  installation or removal of said property and improvements; and
                  surrender the Premises in as good condition as they were at
                  the beginning of the Term, reasonable wear and damage by fire,
                  the elements, casualty or other cause not due to the misuse or
                  neglect by Lessee, Lessee's agents, servants, visitors or
                  licensees. All other property of Lessee remaining on the
                  Premises after the last day of the Term of this Lease shall be
                  conclusively 


<PAGE>   7

                  deemed abandoned and may be removed by Lessor, and Lessee
                  shall reimburse Lessor for the cost of such removal. Lessor
                  may have any such property stored at Lessee's risk and
                  expense.

         b.       Lessee shall keep, replace and maintain in good order,
                  condition and repair the Premises and each and every part
                  thereof (except for repairs specifically required of Lessor
                  pursuant to subparagraph a. of this Article 5) including,
                  without limitation, any air conditioning units and systems,
                  heating units and systems, plumbing units and systems;
                  sprinkler systems; electrical systems; equipment; facilities
                  and fixtures. The aforesaid obligation of Lessee shall also
                  include without limitation, all necessary painting and
                  decorating and the replacement of any glass which may be
                  damaged or broken. Notwithstanding the foregoing, all damage
                  or injury to the Premises or to any other part of the Building
                  and the Property, or to its fixtures or appurtenances, whether
                  requiring structural or non-structural repairs, caused by the
                  negligence, willful or intentional misconduct of Lessee, or
                  its employees, invitees, licensees or agents, shall be
                  repaired promptly by Lessee at its sole cost and expense. If
                  Lessee refuses or neglects to make such repairs within fifteen
                  (15) days, or fails to diligently commence curing said damage
                  or injury within thirty (30) days, after written notice from
                  Lessor to Lessee of the need therefor, Lessor may make such
                  repair at the expense of Lessee and such expense shall be
                  collectible as Additional Rent. Lessee shall obtain a
                  maintenance contract for the HVAC systems servicing the
                  Premises. Such contract shall provide for semi-annual
                  maintenance of the HVAC systems, and copies of the maintenance
                  agreement shall be submitted to Lessor, together with an
                  annual report of the maintenance company as to the condition
                  and repairs made to the systems. The firm or person
                  maintaining the HVAC systems shall be a person who is
                  certified and licensed to service refrigerating equipment as
                  such certification or licenses may be required by law or any
                  governmental agency.

         c.       Subject to force majeure and the acts, omissions or negligence
                  of Lessor, Lessee shall, at all times, maintain a minimum
                  temperature of 40 degrees Fahrenheit throughout the Demised
                  Premises. Lessee shall save harmless and indemnify Lessor for
                  any and all damages incurred by Lessor as the result of
                  Lessees's failure to comply with this requirement.

         d.       Lessor represents that, as of the Commencement Date of the
                  Lease, the HVAC system and other Building Systems (as defined
                  in Article 6 hereof) shall be in good working order.

         e.       Lessor shall deliver the Premises in compliance with the
                  Americans with Disabilities Act of 1990 and such other rules
                  and regulations as are in effect promulgated thereunder (the
                  "ADA") as of the Commencement Date. Prior to the Commencement
                  Date, if Lessee is then in possession of the Premises, and at
                  all times during the Term, Lessee, at Lessee's sole cost and
                  expense, shall promptly comply with all present and future
                  Legal Requirements and all other orders, rules and regulations
                  of any Government Entity which shall impose any violation,
                  order or duty upon Lessor or Lessee with respect to the
                  Premises or with respect to the use or manner of use of the
                  Premises, whether or not any such Legal Requirement shall
                  necessitate alterations or improvements or interfere with the
                  use or enjoyment of the Premises; provided, however, that
                  Lessee shall not be required to make structural alterations or
                  improvements to the Premises in order to comply with Legal
                  Requirements, all of which shall be the responsibility of
                  Lessor, unless the necessity therefor arises as a result of
                  Lessee's specific manner of use of the Premises (as
                  distinguished from the mere use of the Premises for general
                  office purposes), or as a result of Lessee's failure to comply
                  with any obligation of Lessee under this Lease. Lessee shall
                  also procure, pay for and maintain all permits, approvals,
                  licenses and other authorizations needed for the conduct of
                  Lessee's business in the Premises and shall provide true and
                  complete copies thereof upon demand by Lessor. Lessee shall
                  make or cause to be made all Alterations subsequent to Lease
                  Commencement (including, without limiting the generality of
                  the requirement in this sentence, removing such barriers and
                  providing such alternative services), as shall be required by
                  the Americans with Disabilities Act of 1990 and such rules and
                  regulations as shall be from time to time promulgated
                  thereunder (the "ADA").

<PAGE>   8

         f.       Lessee shall, at Lessee's own expense, comply with the
                  Industrial Site Recovery Act, 1993 N.J. Laws 139 ("ISRA") and
                  the regulations promulgated thereunder, with respect to
                  Lessee's obligations under this Lease, which may now or
                  hereafter arise; and Lessee shall further comply with all
                  applicable requirements of, the Bureau of Industrial Site
                  Evaluation (the "Bureau") of the New Jersey Department of
                  Environmental Protection ("NJDEP") to the extent such
                  compliance is required as a result of: (i) Lessee's use of or
                  operations at the Premises or (ii) a spill or discharge of any
                  hazardous substance or wastes by Lessee or Lessee's
                  Affiliates, employees and agents. Should the Bureau or any
                  other division or agency of NJDEP determine that a cleanup
                  plan be prepared and that a cleanup be undertaken because of
                  any spills or discharges of hazardous substances or wastes at
                  the Premises which occur during the Term of this Lease and
                  which are caused by Lessee or Lessee's Affiliates, employees
                  and agents, then Lessee shall prepare and submit the required
                  plans and financial assurances, and carry out the approved
                  plans at Lessee's expense (provided, however, that if such
                  plan or cleanup is required as a result of the acts or
                  omissions of any other person or entity, including but not
                  limited to Lessor or Lessor's Affiliates, employees and
                  agents, then Lessor shall prepare and submit the required
                  plans and financial assurances and carry out the approved
                  plans at Lessor's expense). Lessee, shall promptly provide all
                  information reasonably available and within Lessee's control
                  requested by Lessor for preparation of non-applicability
                  affidavits and shall promptly sign such affidavits when
                  requested by Lessor. Lessee's obligations and liabilities
                  under this Section shall survive the Term without limitation.
                  Lessee's failure to abide by the terms of this Section shall
                  be restrainable by injunction. Lessee hereby agrees that only
                  "sanitary sewage" (as defined in N.J.S.A. 7:14A-1.9) shall be
                  discharged into the sewer or septic system and that no
                  "industrial pollutants" (as defined in the Clean Water Act of
                  1977 and any amendments thereto) shall be discharged into such
                  system. Lessor shall, at Lessor's own expense, comply with
                  ISRA with respect to Lessor's obligations under this Lease,
                  which may now or hereafter arise; and Lessor shall further
                  comply with all applicable requirements of, the Bureau.


         g.       Lessee hereby covenants and agrees, at its sole cost and
                  expense, to indemnify, protect and save Lessor and Lessor's
                  Affiliates, harmless against and from any and all damages,
                  losses, liabilities, obligations, penalties, claims,
                  litigation, demands, defenses, judgments, suits, proceedings,
                  costs, disbursements or expenses (including, without
                  limitation, reasonable attorneys' and experts' fees and
                  disbursements and court and transcript costs) which may at any
                  time be imposed upon, incurred by, or asserted or awarded
                  against Lessor and Lessor's Affiliates to the extent the same
                  result from the acts or omissions of Lessee, Lessee's
                  Affiliates, employees and agents and/or Lessee's sub-lessees
                  or assignees, and/or any of Lessee's contractors while on the
                  Premises with respect to the storage, maintenance, use,
                  discharge, spillage, or disposal of any Hazardous Materials
                  on, in, under or affecting any portion of the Property, or any
                  surrounding areas and including indemnification with respect
                  to (x) the costs of removal of any and all such Hazardous
                  Materials from all or any portion of the Premises, the
                  Property or the Business Park or any surrounding areas, (y)
                  the costs required to take necessary precautions to protect
                  against any additional release of such Hazardous Materials on,
                  in, under or affecting the Premises, the Building Area or the
                  Business Park into the air, any body of water, any other
                  public domain or any surrounding areas, and (z) costs incurred
                  to comply, in connection with all or any portion of the
                  Premises, the Property or the Business Park or any surrounding
                  areas, with all applicable Legal Requirements with respect to
                  such Hazardous Materials (including ISRA, the Clean Water Act,
                  the Safe Drinking Water Act, the Comprehensive Environmental
                  Response, Compensation and Liability Act, the Toxic Substances
                  Control Act, the Resource Conservation and Recovery Act, and
                  the Federal Insecticide, Fungicide and Rodenticide Act).

         h.       Notwithstanding anything to the contrary herein, Lessee shall
                  not be responsible for any damages, losses, liabilities,
                  obligations, penalties, claims, litigations, demands,
                  defenses, judgments, suits, proceedings, costs, or expenses
                  with respect to the presence, generation, storage,
                  maintenance, use, discharge, release, spillage or disposal of
                  any Hazardous Materials on, in, under or affecting all or any
                  portion of the Premises or any surrounding areas at any time
                  resulting from (i) any acts or omissions of Lessor or Lessor's
                  Affiliates or other tenants of the Property; and/or 

<PAGE>   9

                  (ii) which occurred or were present on the Premises prior to
                  the Commencement Date.

6.       ALTERATIONS, ADDITIONS OR IMPROVEMENTS: , Lessee shall not, without
         first obtaining the written consent of Lessor, make any Building System
         alterations, additions or improvements in, to or about the Premises.
         Lessee shall not, without first obtaining the written consent of Lessor
         (which shall not be unreasonably withheld or delayed) make any
         non-Building System alterations, additions or improvements in, to or
         about the Premises. "Building Systems" shall mean the entire, or any
         component of, any life safety, structural, plumbing, electrical,
         heating ventilation or air conditioning system. Notwithstanding the
         foregoing, Lessee shall have the right to install additional office
         space in the Premises necessary for the conduct of Lessee's business,
         provided:

         a.       Lessee shall first obtain requisite permits and authorizations
                  from governmental authorities having jurisdiction;

         b.       Lessee obtains Lessor's, and if required, the fee mortgagee's
                  prior written consent (which Lessor's consent not to be
                  withheld if the change or alteration would not, in the
                  reasonable opinion of the Lessor, impair the value or
                  usefulness of the Premises and with respect to the mortgagee's
                  consent, Lessor shall use its commercially reasonable efforts
                  to assist Lessee in obtaining same);

         c.       any such alteration shall be made promptly (unavoidable delays
                  excepted) in a workmanlike manner in accordance with any
                  alteration plans and in compliance with applicable laws and
                  governmental regulations;

         d.       the cost of the alteration shall be paid by Lessee so that the
                  Premises remain free of any liens;

         e.       if requested by Lessor at the time Lessor grants its consent
                  to the proposed alterations, Lessee shall post with Lessor,
                  adequate security to assure restoration of the Premises at the
                  end of the term;

         f.       Lessee maintain proper insurance as stated in Article 31
                  hereof;

         g.       no alteration for offices shall be undertaken until detailed
                  plans and specifications have first been submitted to and
                  approved in writing by Lessor and if required, by the fee
                  mortgagee. At completion of the alteration "as built" plans
                  and a CAD file of same shall be delivered to Lessor; and

         h.       Lessee shall agree in writing, if directed by Lessor at the
                  time Lessor grants its consent to the proposed alterations, to
                  remove such alteration and to restore the Premises upon such
                  removal.

         Lessee shall not:

         i.       Change (whether by alteration, replacement, rebuilding or
                  otherwise) the exterior color and/or architectural treatment
                  of the Premises or of the Building or Building Area.

         j.       Use the plumbing facilities for any purpose other than that
                  for which they were constructed, or dispose of any garbage or
                  other foreign substance therein, whether through the
                  utilization of so-called "disposal", or similar units or
                  otherwise.

         k.       Subject any fixtures, furnishings or equipment in or on the
                  Premises which are fixtures, affixed to the realty, to any
                  mortgages, liens, conditional sales agreements, security
                  interests or encumbrances.

         l.       Perform any act or carry on any practice which may damage, mar
                  or deface the Premises or any other part of the Building.

         m.       Place a load on any floor in the Premises, or in any area of
                  the Building, exceeding the floor load which such floor was
                  designated to carry; or install, operate or maintain 


<PAGE>   10

                  therein any heavy item or equipment except in such manner as
                  to achieve a proper distribution of weight.

         n.       Install, operate or maintain in the Premises, any electrical
                  equipment which does not bear underwriters' approval, and
                  would overload the electrical system therein, or any part
                  thereof, beyond its reasonable capacity for proper and safe
                  operation.

         o.       Suffer, allow or permit any offensive or obnoxious vibration,
                  noise, odor or other undesirable effect to emanate from the
                  Premises, or any machine or other installation therein, or
                  otherwise suffer, allow or permit the same to constitute a
                  nuisance or otherwise unreasonably interfere with the safety,
                  comfort or convenience of Lessor or any other occupants of the
                  Building; upon notice by Lessor to Lessee that any of the
                  aforesaid is occurring, Lessee shall forthwith (but in all
                  events within five (5) days) remove or control the same.

         p.       Use or occupy the Premises or do or permit anything to be done
                  thereon in any manner which might cause structural injury to
                  the Building, or which would constitute a public or private
                  nuisance or which would violate any present or future laws,
                  regulations, ordinances or requirements (ordinary or
                  extraordinary, foreseen or unforeseen) of the federal, state
                  or municipal governments, or of any department, subdivisions,
                  bureaus or offices thereof, or of any other governmental
                  public or quasi public authorities now existing or hereafter
                  created having jurisdiction in the Premises or the Building.

7.       ACTIVITIES INCREASING FIRE INSURANCE RATES:  Lessee shall not do or
         suffer anything to be done on the Premises which will increase the rate
         of fire insurance on the Building.

8.       ASSIGNMENT AND SUBLEASE: Lessee may assign or sublease the within Lease
         to any party subject to the following:

         a.       In the event Lessee desires to assign this Lease or sublease
                  all or part of the Premises to any other party, the terms and
                  conditions of such assignment or sublease shall be
                  communicated to the Lessor in writing prior to the effective
                  date of any such sublease or assignment, and, prior to such
                  effective date, the Lessor shall have the option, exercisable
                  in writing to the Lessee, to: (i) sublease such space from
                  Lessee at the lower rate of (a) the rental rate per rentable
                  square foot of Fixed Basic Rent and Additional Rent then
                  payable pursuant to this Lease or (b) the terms set forth in
                  the proposed sublease, (ii) recapture in the case of
                  subletting, that portion of the Premises to be sublet or all
                  of the Premises in the case of an assignment ("Recapture
                  Space") so that such prospective sublessee or assignee shall
                  then become the sole Lessee of Lessor hereunder, or (iii)
                  recapture the Recapture Space for Lessor's own use and the
                  within Lessee shall be fully released from any and all
                  obligations hereunder with respect to the Recapture Space.

         b.       In the event that the Lessor elects not to recapture the Lease
                  as hereinabove provided, the Lessee may nevertheless assign
                  this Lease or sublet the whole or any portion of the Premises,
                  subject to the Lessor's prior written consent, which consent
                  shall not be unreasonably withheld or delayed, on the basis of
                  the following terms and conditions:

                  i.       The Lessee shall provide to the Lessor the name and
                           address of the assignee or sublessee.

                  ii.      So long as the occupancy rate of the Business Park is
                           less than ninety-five percent (95%), the proposed
                           assignee or subtenant shall not be a tenant or
                           occupant of any part of the Building, Business Park
                           or building within a three (3) mile radius, operated
                           by Cali Realty Corporation or any of its affiliates,
                           or is any corporation which controls or is controlled
                           by such tenant or occupant or is under common control
                           with such tenant or occupant.

                  iii.     The assignee or sublessee shall assume, by written
                           instrument, all of the obligations of this Lease, and
                           a copy of such assumption agreement shall be

<PAGE>   11

                           furnished to the Lessor within ten (10) days of its
                           execution. Any sublease shall expressly acknowledge
                           that said sublessee's rights against Lessor shall be
                           no greater than those of Lessee. Lessee further
                           agrees that notwithstanding any such subletting, no
                           other and further subletting of the Premises by
                           Lessee or any person claiming through or under Lessee
                           shall or will be made except upon compliance with and
                           subject to the provisions of this Article 8.

                  iv.      If this Lease is assigned, or if the Premises or any
                           part thereof is sublet or occupied by anybody other
                           than Lessee, Lessor may, after default by Lessee,
                           collect rent from the assignee, subtenant, or
                           occupant and apply the net amount collected to the
                           Fixed Basic Rent and Additional Rent herein reserved,
                           but no such collection or the acceptance of the
                           assignee, subtenant, or occupant as Lessee shall be
                           deemed a waiver by Lessor of any of Lessee's
                           covenants contained in this Article or a release of
                           Lessee from the further performance by Lessee of
                           covenants on the part of Lessee herein contained.

                  v.       The Lessee and each assignee shall be and remain
                           liable for the observance of all the covenants and
                           provisions of this Lease, including, but not limited
                           to, the payment of Fixed Basic Rent and Additional
                           Rent reserved herein, through the entire Term of this
                           Lease, as the same may be renewed, extended or
                           otherwise modified.

                  vi.      Any rentals or any other economic consideration
                           received by Lessee as a result of any assignment or
                           subletting whether denominated rental under the
                           sublease or otherwise which in aggregate exceed the
                           total sums which Lessee is obligated to pay Lessor
                           under this Lease (prorated to reflect obligations
                           allocable to that portion of the Premises in the case
                           of a sublease) shall, provided Lessee is not in
                           default hereunder, be divided equally between Lessor
                           and Lessee.

                  vii.     In any event, the acceptance by the Lessor of any
                           rent from the assignee or from any of the subtenants
                           or the failure of the Lessor to insist upon a strict
                           performance of any of the terms, conditions and
                           covenants herein shall not release the Lessee herein,
                           nor any assignee assuming this Lease, from any and
                           all of the obligations herein during and for the
                           entire Term of this Lease.

                  viii.    Lessor shall require Lessee to reimburse Lessor its
                           actual expenses and costs up to FIVE HUNDRED AND
                           00/100 DOLLARS ($500.00) to cover its handling
                           charges for each request for consent to any sublet or
                           assignment prior to its consideration of the same.
                           Lessor shall respond within fifteen (15) days of
                           receipt of Lessee's request for consent, otherwise
                           said request for consent shall be deemed denied.
                           Lessee acknowledges that its sole remedy with respect
                           to any assertion that Lessor's failure to consent to
                           any sublet or assignment is unreasonable shall be the
                           remedy of specific performance and Lessee shall have
                           no other claim or cause of action against Lessor as a
                           result of Lessor's actions in refusing to consent
                           thereto.

         c.       If Lessee is a corporation other than a corporation whose
                  stock is listed and traded on a nationally recognized stock
                  exchange, the provisions of Sub-section a. shall apply to a
                  transfer (however accomplished, whether in a single
                  transaction or in a series of related or unrelated
                  transactions) of stock (or any other mechanism such as, by way
                  of example, the issuance of additional stock, a stock voting
                  agreement or change in class(es) of stock) which results in a
                  change of control of Lessee as if such transfer of stock (or
                  other mechanism) which results in a change of control of
                  Lessee were an assignment of this Lease, and if Lessee is a
                  partnership or joint venture, said provisions shall apply with
                  respect to a transfer (by one or more transfers) of an
                  interest in the distributions of profits and losses of such
                  partnership or joint venture (or other mechanism, such as, by
                  way of example, the creation of additional general partnership
                  or limited partnership interests) which results in a change of
                  control of such a partnership or joint venture, as if such
                  transfer of an interest in the distributions of profits and
                  losses of such partnership or joint venture which results in a
                  change of control of such partnership or joint venture were an
                  assignment of this Lease; but said provisions shall not apply
                  to transactions with a corporation into or 



<PAGE>   12

                  with which Lessee is merged or consolidated or to which all or
                  substantially all of Lessee's assets are transferred or to any
                  corporation which controls or is controlled by Lessee or is
                  under common control with Lessee, provided that in the event
                  of such merger, consolidation or transfer of all or
                  substantially all of Lessee's assets (i) the successor to
                  Lessee has a net worth computed in accordance with generally
                  accepted accounting principles at least equal to the greater
                  of (1) the net worth of Lessee immediately prior to such
                  merger, consolidation or transfer, or (2) the net worth of
                  Lessee herein named on the date of this Lease, and (ii) proof
                  satisfactory to Lessor of such net worth shall have been
                  delivered to Lessor at least 10 days prior to the effective
                  date of any such transaction.

         d.       Any sublet or assignment to a parent, subsidiary or an
                  affiliated company shall not be subject to the provisions of
                  sub-sections (a.) and (b.)(vi.), hereof and shall not require
                  Lessor's prior written consent, but all other provisions of
                  this paragraph shall apply.

         e.       In the event that any or all of Lessee's interest in the
                  Premises and/or this Lease is transferred by operation of law
                  to any trustee, receiver, or other representative or agent of
                  Lessee, or to Lessee as a debtor in possession, and
                  subsequently any or all of Lessee's interest in the Premises
                  and/or this Lease is offered or to be offered by Lessee or any
                  trustee, receiver, or other representative or agent of Lessee
                  as to its estate or property (such person, firm or entity
                  being hereinafter referred to as the "Grantor", for
                  assignment, conveyance, lease, or other disposition to a
                  person, firm or entity other than Lessor (each such
                  transaction being hereinafter referred to as a "Disposition"),
                  it is agreed that Lessor has and shall have a right of first
                  refusal to purchase, take, or otherwise acquire, the same upon
                  the same terms and conditions as the Grantor thereof shall
                  accept upon such Disposition to such other person, firm, or
                  entity; and as to each such Disposition the Grantor shall give
                  written notice to Lessor in reasonable detail of all of the
                  terms and conditions of such Disposition within twenty (20)
                  days next following its determination to accept the same but
                  prior to accepting the same, and Grantor shall not make the
                  Disposition until and unless Lessor has failed or refused to
                  accept such right of first refusal as to the Disposition, as
                  set forth herein.

                  Lessor shall have sixty (60) days next following its receipt
                  of the written notice as to such Disposition in which to
                  exercise the option to acquire Lessee's interest by such
                  Disposition, and the exercise of the option by Lessor shall be
                  effected by notice to that effect sent to the Grantor; but
                  nothing herein shall require Lessor to accept a particular
                  Disposition or any Disposition, nor does the rejection of any
                  one such offer of first refusal constitute a waiver or release
                  of the obligation of the Grantor to submit other offers
                  hereunder to Lessor. In the event Lessor accept such offer of
                  first refusal, the transaction shall be consummated pursuant
                  to the terms and conditions of the Disposition described in
                  the notice to Lessor. In the event Lessor rejects such offer
                  of first refusal, Grantor may consummate the Disposition with
                  such other person, firm, or entity; but any decrease in price
                  of more than two percent (2%) of the price sought from Lessor
                  or any change in the terms of payment for such Disposition
                  shall constitute a new transaction requiring a further option
                  of first refusal to be given to Lessor hereunder.

         f.       Without limiting any of the provisions of Articles 10 and 11,
                  if pursuant to the Federal Bankruptcy Code (herein referred to
                  as the "Code"), or any similar law hereafter enacted having
                  the same general purpose, Lessee is permitted to assign this
                  Lease notwithstanding the restrictions contained in this
                  Lease, adequate assurance of future performance by an assignee
                  expressly permitted under such Code shall be deemed to mean
                  the deposit of cash security in an amount equal to the sum of
                  one year's Fixed Basic Rent plus an amount equal to the
                  Additional Rent for the calendar year preceding the year in
                  which such assignment is intended to become effective, which
                  deposit shall be held by Lessor for the balance of the Term,
                  without interest, as security for the full performance of all
                  of Lessee's obligations under this Lease, to be held and
                  applied in the manner specified for security in Article 16.

         g.       Except as specifically set forth above, no portion of the
                  Premises or of Lessee's interest in this Lease may be acquired
                  by any other person or entity, whether by


<PAGE>   13

                  assignment, mortgage, sublease, transfer, operation of law or
                  act of the Lessee, nor shall Lessee pledge its interest in
                  this Lease or in any security deposit required hereunder.

9.       COMPLIANCE WITH RULES AND REGULATIONS:  Lessee shall observe and
         comply with the rules and regulations hereinafter set forth in Exhibit
         B attached hereto and made a part hereof and with such further
         reasonable rules and regulations as Lessor may prescribe, on written
         notice to the Lessee, for the safety, care and cleanliness of the
         Building and the comfort, quiet and convenience of other occupants of
         the Building. The Rules and Regulations shall be prescribed and
         enforced in a non-discriminatory manner except in any instance arising
         out of Lessee's particular manner of use or manner of occupation (as
         distinguished from mere use or occupation) of the Premises for general
         and executive purposes. Lessee shall not place a load upon any floor of
         the Premises exceeding the floor load which it was designed to carry
         and which is allowed by law. Lessor reserves the right to prescribe the
         weight and position of all safes, business machines and mechanical
         equipment. Such installations shall be placed and maintained by Lessee,
         at Lessee's expense, in settings sufficient, in Lessor's judgement, to
         absorb and prevent vibration, noise and annoyance.

10.      DAMAGES TO BUILDING: If the Building is damaged by fire or any other
         cause to such extent the cost of restoration, as reasonably estimated
         by Lessor, will equal or exceed twenty-five percent (25%) of the
         replacement value of the Building (exclusive of foundations) just prior
         to the occurrence of the damage, then Lessor may, no later than the
         sixtieth (60th) day following the damage, give Lessee a notice of
         election to terminate this Lease, or if the cost of restoration will
         equal or exceed fifty percent (50%) of such replace ment value and if
         the Premises shall not be reasonably usable for the purpose for which
         they are leased hereunder, then Lessee may, no later than the sixtieth
         (60th) day following the damage, give Lessor a notice of election to
         terminate this Lease. In either said event of election, this Lease
         shall be deemed to terminate on the thirtieth (30th) day after the
         giving of said notice, and Lessee shall surrender possession of the
         Premises within a reasonable time thereafter, and the Fixed Basic Rent,
         and any Additional Rent, shall be apportioned as of the date of said
         surrender and any Fixed Basic Rent or Additional Rent paid for any
         period beyond said date shall be repaid to Lessee. If the cost of
         restoration shall not entitle Lessor to terminate this Lease, or if,
         despite the cost, Lessor does not elect to terminate this Lease, Lessor
         shall restore the Building and the Premises with reasonable promptness,
         subject to Force Majeure, and Lessee shall have no right to terminate
         this Lease except as otherwise provided herein. In the event Lessor
         elects to restore, Lessor shall commence to restore the Building and
         Premises no later than the ninetieth (90th) day following damage. In
         the event that Lessor has not completed such restoration within two-
         hundred seventy (270) days following such damage, Lessee may terminate
         this Lease upon thirty (30) days prior written notice to Lessor
         coinciding with the end of a calendar month. Lessor need not restore
         fixtures and improvements owned by Lessee.

         In any case in which use of the Premises is affected by any damage to
         the Building, there shall be either an abatement or an equitable
         reduction in Fixed Basic Rent, depending on the period for which and
         the extent to which the Premises are not reasonably usable for the
         purpose for which they are leased hereunder. The words "restoration"
         and "restore" as used in this Article 10 shall include repairs. If the
         damage results from the fault of the Lessee, Lessee's agents, servants,
         visitors or licensees, Lessee shall not be entitled to any abatement or
         reduction in Fixed Basic Rent, except to the extent of any rent
         insurance received by Lessor.

11.      EMINENT DOMAIN: If Lessee's use of the Premises is materially affected
         due to the taking by eminent domain of (a) the Premises or any part
         thereof or any estate therein; or (b) any other part of the Building;
         then, in either event, this Lease shall terminate on the date when
         title vests pursuant to such taking. The Fixed Basic Rent, and any
         Additional Rent, shall be apportioned as of said termination date and
         any Fixed Basic Rent or Additional Rent paid for any period beyond said
         date, shall be repaid to Lessee. Lessee shall not be entitled to any
         part of the award for such taking or any payment in lieu thereof, but
         Lessee may file a separate claim for any taking of fixtures and
         improvements owned by Lessee which have not become the Lessor's
         property, and for moving expenses, provided the same shall, in no way,
         affect or diminish Lessor's award. In the event of a partial taking
         which does not effect a termination of this Lease but does deprive
         Lessee of the use of a portion of the Premises,


<PAGE>   14

         there shall either be an abatement or an equitable reduction of the
         Fixed Basic Rent, depending on the period for which and the extent to
         which the Premises so taken are not reasonably usable for the purpose
         for which they are leased hereunder.

12.      INSOLVENCY OF LESSEE: Either (a) the appointment of a receiver to take
         possession of all or substantially all of the assets of Lessee, or, (b)
         a general assignment by Lessee for the benefit of creditors, or, (c)
         any action taken or suffered by Lessee under any insolvency or
         bankruptcy act, shall constitute a default of this Lease by Lessee, and
         Lessor may terminate this Lease forthwith and upon notice of such
         termination Lessee's right to possession of the Premises shall cease,
         and Lessee shall then quit and surrender the Premises to Lessor but
         Lessee shall remain liable as hereinafter provided in Article 14
         hereof.

13.      LESSOR'S REMEDIES ON DEFAULT: If Lessee defaults in the payment of
         Fixed Basic Rent, or any Additional Rent, or defaults in the
         performance of any of the other covenants and conditions hereof or
         permits the Premises to become deserted, abandoned or vacated, Lessor
         may give Lessee notice of such default, and if Lessee does not cure any
         Fixed Basic Rent or Additional Rent default within five (5) business
         days or other default within thirty (30) days after giving of such
         notice (or if such other default is of such nature that it cannot be
         completely cured within such period, if Lessee does not commence such
         curing within such thirty (30) days and thereafter proceed with
         reasonable diligence and in good faith to cure such default), then
         Lessor may terminate this Lease on not less than ten (10) days notice
         to Lessee, and on the date specified in said notice, Lessee's right to
         possession of the Premises shall cease but Lessee shall remain liable
         as hereinafter provided. If this Lease shall have been so terminated by
         Lessor pursuant to Articles 12 or 13 hereof, Lessor may at any time
         thereafter resume possession of the Premises by any lawful means and
         remove Lessee or other occupants and their effects. Lessee shall pay to
         Lessor, on demand, such expenses as Lessor may incur, including,
         without limitation, court costs and reasonable attorney's fees and
         disbursements, in enforcing the performance of any obligation of Lessee
         under this Lease.

14.      DEFICIENCY: In any case where Lessor has recovered possession of the
         Premises by reason of Lessee's default, Lessor may, at Lessor's option,
         occupy the Premises or cause the Premises to be redecorated, altered,
         divided, consolidated with other adjoining premises or otherwise
         changed or prepared for reletting, and may relet the Premises or any
         part thereof, as agent of Lessee or otherwise, for a term or terms to
         expire prior to, at the same time as or subsequent to, the original
         Expiration Date of this Lease, at Lessor's option and receive the rent
         therefor. Rent so received shall be applied first to the payment of
         such expenses as Lessor may have incurred in connection with the
         recovery of possession, redecorating, altering, dividing, consolidating
         with other adjoining premises, or otherwise changing or preparing for
         reletting, and the reletting, including brokerage and reasonable
         attorney's fees, and then to the payment of damages in amounts equal to
         the Fixed Basic Rent and Additional Rent hereunder and to the costs and
         expenses of performance of the other covenants of Lessee as herein
         provided. Lessee agrees, in any such case, whether or not Lessor has
         relet, to pay to Lessor damages equal to the Fixed Basic Rent and
         Additional Rent from the date of such default to the date of expiration
         of the term demised and other sums herein agreed to be paid by Lessee,
         less the net proceeds of the reletting, if any, received by Lessor
         during the remainder of the unexpired term hereof, as ascertained from
         time to time, and the same shall be payable by Lessee on the several
         rent days above specified. Lessee shall not be entitled to any surplus
         accruing as a result of any such reletting. In reletting the Premises
         as aforesaid, Lessor may grant rent concessions, and Lessee shall not
         be credited therewith. No such reletting shall constitute a surrender
         and acceptance or be deemed evidence thereof. If Lessor elects,
         pursuant hereto, actually to occupy and use the Premises or any part
         thereof during any part of the balance of the Term as originally fixed
         or since extended, there shall be allowed against Lessee's obligation
         for rent or damages as herein defined, during the period of Lessor's
         occupancy, the reasonable value of such occupancy, not to exceed, in
         any event, the Fixed Basic Rent and Additional Rent herein reserved and
         such occupancy shall not be construed as a release of Lessee's
         liability hereunder.

         Alternatively, in any case where Lessor has recovered possession of the
         Premises by reason of Lessee's default, Lessor may at Lessor's option,
         and at any time thereafter, and without notice or other action by
         Lessor, and without prejudice to any other rights or remedies it might
         have hereunder or at law or equity, become entitled to recover from
         Lessee, as Damages for such breach, in addition to such other sums
         herein agreed to be paid by Lessee,


<PAGE>   15

         to the date of re-entry, expiration and/or dispossess, an amount equal
         to the difference between the Fixed Basic Rent and Additional Rent
         reserved in this Lease from the date of such default to the date of
         Expiration of the original Term demised and the then fair and
         reasonable rental value of the Premises for the same period. Said
         Damages shall become due and payable to Lessor immediately upon such
         breach of this Lease and without regard to whether this Lease be
         terminated or not, and if this Lease be terminated, without regard to
         the manner in which it is terminated. In the computation of such
         Damages, the difference between an installment of Fixed Basic Rent and
         Additional Rent thereafter becoming due and the fair and reasonable
         rental value of the Premises for the period for which such installment
         was payable shall be discounted to the date of such default at the rate
         of not more than eight percent (8%) per annum.

         Lessee hereby waives all right of redemption to which Lessee or any
         person under Lessee might be entitled by any law now or hereafter in
         force.

         Lessor's remedies hereunder are in addition to any remedy allowed by
         law.

15.      SUBORDINATION OF LEASE: This Lease shall, at Lessor's option, or at the
         option of any holder of any underlying lease or holder of any mortgage
         or trust deed (hereinafter sometimes collectively referred to as
         "Senior Encumbrances"), be subject and subordinate to any such
         underlying leases and to any such mortgage or trust deed which may now
         or hereafter affect the real property of which the Premises form a
         part, and also to all renewals, modifications, consolidations and
         replacements of said underlying leases and said first mortgage or trust
         deed. Although no instrument or act on the part of Lessee shall be
         necessary to effectuate such subordination, Lessee will, nevertheless,
         execute and deliver such further instruments confirming such
         subordination of this Lease as may be desired by the holders of said
         mortgage or trust deed or by any of the Lessor's under such underlying
         leases. If any underlying lease to which this Lease is subject
         terminates, Lessee shall, on timely request, attorn to the owner of the
         reversion.
         Lessor agrees to use its commercially reasonable efforts on behalf of
         Lessee to obtain a non-disturbance agreement from the holder of any of
         the aforesaid underlying leases or mortgages or trust deeds; however,
         this Lease is not conditioned upon the same being granted and any
         charges assessed by the holders of such underlying leases or mortgages
         or trust deeds in connection with the obtaining of the aforesaid
         non-disturbance agreement shall be paid by Lessee.

16.      SECURITY DEPOSIT: Lessee shall deposit with Lessor on the signing of
         this Lease, the Security Deposit as defined in the Preamble for the
         full and faithful performance of Lessee's obligations under this Lease,
         including without limitation, the surrender of possession of the
         Premises to Lessor as herein provided. If Lessor applies any part of
         said Security Deposit to cure any default of Lessee, Lessee shall, on
         demand, deposit with Lessor the amount so applied so that Lessor shall
         have the full Security Deposit on hand at all times during the Term of
         this Lease. In the event a bona fide sale, subject to this Lease,
         Lessor shall have the right to transfer the Security Deposit to the
         vendee, and Lessor shall be considered released by Lessee from all
         liability for the return of the Security Deposit; and Lessee agrees to
         look solely to the new lessor for the return of the Security Deposit,
         and it is agreed that this shall apply to every transfer or assignment
         made of the Security Deposit to the new lessor, provided, however, the
         new vendee agrees to hold the Security Deposit under the same basis as
         Lessor. Provided this Lease is not in default, the Security Deposit
         (less any portions thereof used, applied or retained by Lessor in
         accordance with the provisions of this Article 16), shall be returned
         to Lessee after the expiration or sooner termination of this Lease and
         after delivery of the entire Premises to Lessor in accordance with the
         provisions of this Lease. Lessee covenants that it will not assign or
         encumber or attempt to assign or encumber the Security Deposit and
         Lessor shall not be bound by any such assignment, encumbrance or
         attempt thereof.

         In the event of the insolvency of Lessee, or in the event of the entry
         of a judgement in any court against Lessee which is not discharged
         within thirty (30) days after entry, or in the event a petition is
         filed by or against Lessee under any chapter of the bankruptcy laws of
         the State of New Jersey or the United States of America, then in such
         event, Lessor may require the Lessee to deposit additional security in
         an amount which in Lessor's sole judgement would be sufficient to
         adequately assure Lessee's performance of all of its obligations under
         this Lease including all payments subsequently accruing. Failure of
         Lessee to deposit the 


<PAGE>   16

         security required by this Article 16 within ten (10) days after
         Lessor's written demand shall constitute a material breach of this
         Lease by Lessee.

17.      RIGHT TO CURE LESSEE'S BREACH: If Lessee breaches any covenant or
         condition of this Lease, Lessor may, on reasonable notice to Lessee
         (except that no notice need be given in case of emergency), cure such
         breach at the expense of Lessee and the reasonable amount of all
         expenses, including attorney's fees, incurred by Lessor in so doing
         (whether paid by Lessor or not) shall be deemed Additional Rent payable
         on demand.

18.      MECHANIC'S LIENS: Lessee shall, within fifteen (15) days after notice
         from Lessor, discharge or satisfy by bonding or otherwise any mechanic
         liens for materials or labor claimed to have been furnished to the
         Premises on Lessee's behalf.

19.      RIGHT TO INSPECT AND REPAIR: Lessor may enter the Premises but shall
         not be obligated to do so (except as required by any specific provision
         of this Lease) at any reasonable time during business hours of Lessee
         on reasonable notice to Lessee (except that no notice need be given in
         case of emergency) for the purpose of inspection or the making of such
         repairs, replacement or additions in, to, on and about the Premises or
         the Building, as Lessor deems necessary or desirable. Lessee shall have
         no claims or cause of action against Lessor by reason thereof. In no
         event shall Lessee have any claim against Lessor for interruption of
         Lessee's business, however occurring, including but not limited to that
         arising from the negligence of Lessor, its agents, servants or
         invitees, or from defects, errors or omissions in the construction or
         design of the Premises and/or the Building, including the structural
         and non-structural portions thereof.

20.      SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:  Subject
         to intervening laws, ordinances, regulations and executive orders,
         Lessor agrees as part of Operating Costs, to furnish the following:

         a.       Lessor shall furnish hot and cold water to the Premises for
                  ordinary lavatory, drinking, and office cleaning purposes.
                  Lessor shall install or arrange to have the water company
                  install a water meter at Lessee's expense which Lessee shall
                  thereafter maintain at Lessee's expense and Lessee shall pay
                  for water consumed as shown on said meter. Additionally,
                  Lessor shall furnish rubbish removal services as required (as
                  distinguished from janitorial services and Premises cleaning,
                  which shall be arranged and paid for directly by Lessee) and
                  shall maintain and repair, as required, the exterior areas of
                  the Building and, in connection therewith, furnish landscaping
                  and snow removal services and otherwise keep such areas
                  adequately lighted, reasonably clean and in good order,
                  condition and repair.

         b.       Lessor shall provide Lessee with conduits, pipes, tubes and
                  wiring for the supply of electricity, gas, water, sewer and
                  telephone service to the point of connection to the Premises.
                  All services other than as provided pursuant to Section a.
                  hereof to be provided to, or which shall be necessary for the
                  conduct of, Lessee's operations within the Premises,
                  including, without limitation and for purposes of
                  illustration, the furnishing of electric current and gas
                  energy (subject, however, to the provisions of Article 6),
                  telephone, janitorial, cleaning, security and any other
                  utility or service which Lessee shall deem necessary or
                  desirable, shall be separately arranged, metered, maintained
                  and paid for by Lessee. Lessee's utilities shall be separately
                  metered, except as otherwise provided in this Lease, and all
                  costs of any utilities not separately metered shall be
                  reasonably apportioned by Lessor and shall constitute
                  Additional Rent. Lessor shall not provide cleaning services to
                  any portion of the Premises. Lessee, at its sole cost and
                  expense, shall cause the Premises to be kept clean and in a
                  good and orderly condition as befits similar buildings in the
                  Business Park. In the event Lessee shall employ a contractor
                  to provide any services to the Premises, such contractor (and
                  any subcontractors) shall agree to employ only such labor as
                  will not result in jurisdictional disputes or strikes. Lessee
                  shall inform Lessor of the names of any contractor or
                  subcontractor Lessee proposes to use in the Premises at least
                  fifteen (15) days prior to the beginning of work by such
                  contractor or subcontractors.

         c.       Notwithstanding any provisions of this Lease, neither party
                  shall be liable for failure to perform its obligations
                  (excluding Lessee's obligations to pay Fixed Basic Rent 


<PAGE>   17

                  and Additional Rent) when such failure is due to Force
                  Majeure, as hereinafter defined. Lessor shall not be liable,
                  under any circumstances, including, but not limited to, that
                  arising from the negligence of Lessor, its agents, servants or
                  invitees, or from defects, errors or omissions in the
                  construction or design of the Premises and/or the Building,
                  including the structural and non-structural portions thereof,
                  for loss of or injury to Lessee or to property, however
                  occurring, through or in connection with or incidental to the
                  furnishings of, or failure to furnish, any of the aforesaid
                  services or for any interruption to Lessee's business, however
                  occurring.

                  Lessor shall not be liable in damages or otherwise, for any
                  delay or failure in Lessee's receiving any such utilities and
                  in no event shall such delay or failure, regardless of cost,
                  constitute an eviction of Lessee or termination of this Lease.

         d.       Lessee with access to the Premises 24 hours per day each day
                  of the year.

         e.       Lessor shall keep, replace and maintain in good order and
                  condition and repair the Common Areas and the roof, roofdeck,
                  outside walls, foundations, footings, load bearing walls and
                  concrete floors, subject, however, the cost of same to the
                  extent applicable shall be paid by the Lessee, as the Lessee's
                  Percentage share, pursuant to the provisions of Article 23
                  hereof.

21.      INTERRUPTION OF SERVICES OR USE: Interruption or curtailment of any
         service maintained in the Building or at the Property, if caused by
         Force Majeure, as hereinafter defined, shall not entitle Lessee to any
         claim against Lessor or to any abatement in rent, and shall not
         constitute a constructive or partial eviction, unless Lessor fails to
         take measures as may be reasonable under the circumstances to restore
         the service without undue delay. If the Premises are rendered
         untenantable in whole or in part, for a period of five (5) consecutive
         business days, by the making of repairs, replacements or additions,
         other than those made with Lessee's consent or caused by misuse or
         neglect by Lessee, or Lessee's agents, servants, visitors or licensees,
         there shall be a proportionate abatement of Fixed Basic Rent from and
         after said fifth (5th) consecutive business day and continuing for the
         period of such untenantability. In no event, shall Lessee be entitled
         to claim a constructive eviction from the Premises unless Lessee shall
         first have notified Lessor in writing of the condition or conditions
         giving rise thereto, and if the complaints be justified, unless Lessor
         shall have failed, within a reasonable time after receipt of such
         notice, to remedy, or commence and proceed with due diligence to remedy
         such condition or conditions, all subject to Force Majeure as
         hereinafter defined.

22.      ELECTRICITY/GAS: Lessor shall cause electricity and gas to be supplied
         to the Building and to permit Lessee to receive electricity for
         Lessee's use of the heating, ventilation and air conditioning ("HVAC")
         system ("Building Standard Office Electrical Service"). Lessee shall
         obtain and pay for Lessee's separate supply of electric current and gas
         energy by direct application to, and arrangement with, the public
         utility companies servicing the Building. Lessor or the applicable
         utility company shall provide such meters used to measure such
         electricity and gas service. Lessee shall pay all charges with respect
         to consumption of electricity and gas applicable to the Premises
         directly to the public utility servicing the Building. If, pursuant to
         a Legal Requirement or the policies or operating practices of the
         public utility company servicing the Building, Lessee is no longer
         permitted to obtain electrical energy or gas directly from the public
         utility company, Lessor will furnish electrical energy and/or gas to
         the Premises either, at Lessor's option, on a "check-metering" basis or
         a rent inclusion basis. Lessor shall give Lessee notice at least thirty
         (30) days prior to the date on which Lessor shall commence furnishing
         electrical energy and/or gas to the Premises (unless such notice is not
         feasible under the circumstances, in which event Lessor will give
         Lessee such notice as is reasonably possible), which notice will set
         forth the terms on which Lessor will so furnish electrical energy
         and/or gas to the Premises. If any utilities are not (or cannot be)
         separately metered or assessed or are only partially separately metered
         or assessed and are used in common with other lessees of the Building,
         Lessee will pay to Lessor an equitable apportionment of such charges
         for utilities used in common with other lessees of the Building, based
         on the square footage of floor space leased to each lessee using such
         common facilities, the average electrical or gas consumption of each
         lessee and other pertinent considerations, in addition to Lessee's
         payment of the separately metered charges. Lessee shall defend,
         indemnify and hold Lessor harmless from and reimburse Lessor for all
         liability, damages, costs, fees, expenses, penalties and charges
         (including, but not limited to, 


<PAGE>   18

         attorneys' fees and disbursements) incurred in connection with (i)
         Lessee's failure to pay for any electricity or gas provided to Lessee
         hereunder or (ii) misuse or neglect by Lessee of the meters(s) and
         equipment supplying the electricity or gas.

         a.       Lessee's use of electric current in the Premises shall not
                  exceed the capacity of any electrical conductors and equipment
                  in or otherwise serving the Premises.

         b.       Lessee shall not, without the prior consent of Lessor make or
                  perform or permit any alteration to wiring installations or
                  other electrical facilities or to any gas mains, gas lines or
                  other facilities for the supply of electric current or gas
                  energy located in or serving the Premises. If Lessor grants
                  such consent, all additional conduit, feeders and wiring and
                  other equipment and all gas mains, lines or other facilities
                  required therefor shall be provided and/or installed by Lessor
                  and the reasonable cost thereof shall be paid by Lessee as
                  Additional Rent within fifteen (15) days after demand
                  therefor.

         c.       Lessor shall not be liable in any way to Lessee for any loss,
                  damage or expense which Lessee may sustain or incur as a
                  result of any failure, defect or change in the quantity or
                  character of electrical or gas energy available for
                  redistribution to the Premises pursuant to this Paragraph nor
                  for any interruption in the supply and Lessee agrees that such
                  supply may be interrupted for inspection, repairs and
                  replacement and in emergencies. In any event, the full measure
                  of Lessor's liability for any interruption in the supply due
                  to Lessor's acts or omissions shall be an abatement of rent
                  and additional rent. In no event shall Lessor be liable for
                  any business interruption suffered by Lessee.

23.      ADDITIONAL RENT: It is expressly agreed that Lessee will pay in
         addition to the Fixed Basic Rent provided in Article 3 above,
         Additional Rent equal to Lessee's Percentage (as defined in the
         Preamble) of the cost for each of the categories of expenses set forth
         in this Article 23.

         For purposes of this Article 23, a "Lease Year" shall mean the Calendar
         Year, except that the First Lease Year shall commence on the
         Commencement Date and end on December 31 of such Calendar Year and the
         Last Lease Year shall end upon the expiration of the Term.

         a.       TAXES.

                  i.       During the Term, Lessee shall pay to Lessor as
                           Additional Rent, Lessee's Percentage, as defined in
                           the Preamble, of all taxes, assessments, general and
                           special, ordinary as well as extraordinary, charges,
                           levies and impositions or payments required to be
                           made in lieu thereof, including, but not limited to,
                           water and sewer rents and charges (collectively
                           referred to hereinafter as the "Taxes") presently or
                           hereinafter in effect, which are or may be made liens
                           upon or against the Building and the Property and
                           which are allocable to the Term.

                  ii.      If any Taxes are levied, assessed, or imposed on the
                           Building or the Property or on the income or rents
                           derived therefrom as a substitute, in whole or in
                           part, for the current ad valorem real estate tax,
                           Lessee shall pay the same, measured however, as
                           though the Premises were the sole asset of Lessor.

                  iii.     Commencing on the Commencement Date, Lessee shall pay
                           Lessee's Percentage of Lessor's estimate of Taxes for
                           the First Lease Year and as set forth in Lessor's
                           itemized statement for each Lease Year thereafter in
                           equal monthly installments, in advance, as Additional
                           Rent, together with Fixed Basic Rent. Following the
                           expiration of each Lease Year, Lessor shall furnish
                           Lessee with a written statement of the actual Taxes
                           levied against the Building and Property for such
                           Lease Year and Lessee shall, within thirty (30) days
                           after receipt of Lessor's statement, pay, as
                           Additional Rent, the deficiency, if any, in Taxes
                           payable by Lessee for such Lease Year; and if, at the
                           end of such Lease Year, the total amount paid by
                           Lessee as Lessee's Percentage is greater than the
                           actual amount required to be paid for such Lease
                           Year, then the amount of such excess will be applied
                           by Lessor to the


<PAGE>   19

                           next succeeding monthly installment of Fixed Basic
                           Rent due hereunder; and if there is any such excess
                           during the Last Lease Year, then the amount of such
                           excess will be refunded to Lessee by Lessor within
                           ninety (90) days after Lessor's statement is
                           furnished. All such adjustments shall be subject to
                           verification pursuant to Article 23g). If the First
                           Lease Year and Last Lease Year is less than a period
                           of 365 days, then Additional Rent payable during
                           these respective lease years shall be the amount
                           equal to (i) Lessee's Percentage (as defined herein),
                           multiplied by (ii) the Taxes for the calendar year
                           which includes the First Lease Year or Last Lease
                           Year, as the case may be, divided by the number of
                           months (including any portion of a month) during the
                           First Lease Year or Last Lease Year, as the case may
                           be.

                  iv.      Receipts. Lessor shall, upon Lessee's request,
                           furnish to Lessee copies of the official receipts
                           from relevant taxing authorities or billing entities
                           or other evidence reasonably satisfactory to Lessee
                           evidencing the payment of any Taxes.

         b.       OPERATING COSTS.

                  i.       Operating Costs shall mean any or all expenses
                           incurred by Lessor in connection with the operation
                           of the Building and the Property, including all
                           expenses incurred as a result of Lessor's compliance
                           with any of its obligations hereunder other than
                           Lessor's Work, and such expenses shall include: (1)
                           salaries, wages, medical, surgical and general
                           welfare benefits, (including group life insurance)
                           pension payments and other fringe benefits of
                           employees of Lessor engaged in the operation and
                           maintenance of the Building (the salaries and other
                           benefits aforesaid of such employees servicing the
                           Building shall be comparable to those of employees
                           servicing similar Buildings located in the County of
                           Monmouth); (2) payroll taxes, worker's compensation,
                           uniforms and dry cleaning for the employees referred
                           to in subdivision (1); (3) the cost of all charges
                           for steam, heat, ventilation, air conditioning and
                           water (including sewer charges) furnished to the
                           common areas of the Building and/or used in the
                           operation of all of the service and facilities of the
                           Building and the cost of all charges for electricity
                           furnished to the public and common areas of the
                           Building and/or used in the operation of all of the
                           service and facilities of the Building including any
                           taxes on any such utilities; (4) the cost of all
                           charges for rent, casualty, war risk insurance (if
                           obtainable from the United States government) and of
                           liability insurance for the Building and the Property
                           to the extent that such insurance is required to be
                           carried by Lessor under any superior lease or
                           superior mortgage or if not required under any
                           superior lease or superior mortgage then to the
                           extent such insurance is carried by owners of
                           buildings comparable to the Building; (5) the cost of
                           all building supplies; (6) Repair and Maintenance
                           Expenses, Common Area Expenses and Common Utility
                           Expenses; (7) the cost of all charges for management,
                           window cleaning and service contracts for the
                           Building and the other service facilities related
                           thereto; (8) the cost of rentals of capital equipment
                           designed to result in savings or reductions in
                           Operating Costs. If the Building is not at least one
                           hundred percent (100%) occupied during any Lease
                           Year, or proportionate part thereof, Operating Costs
                           shall be equitably adjusted (by including such net
                           additional Operating Costs as Lessor would have
                           incurred) to the extent required to reflect one
                           hundred percent (100%) occupancy of the Building. The
                           aforesaid adjustment shall only be made with respect
                           to those items that are in fact affected by
                           variations in occupancy levels. Operating costs shall
                           not include; (a) ad ministrative wages and salaries;
                           (b) real estate brokerage commissions; franchise
                           taxes or income taxes of Lessor; (d) Taxes on the
                           Building and Building Area; (e) cost of painting and
                           decoration for any occupant's space; (f) interest and
                           amortization under mortgages; (g) rent payable under
                           any superior lease; and (h) expenditures for capital
                           improvements except (x) those which under generally
                           applied real estate practice are expensed or regarded
                           as deferred expenses and (xx) for capital
                           improvements required by law or (xxx) for capital
                           improvements which are designed to result in a saving
                           in the amount of Operating Costs. In the case of (xx)
                           and


<PAGE>   20

                           (xxx) above, the cost for capital improvements
                           thereof shall be amortized (using an interest rate
                           equal to two percent (2%) over the prime rate as
                           published by the Wall Street Journal) over the useful
                           life of said item or ten (10) years, whichever shall
                           be less, and the amortized costs thereof shall be
                           included in Operating Costs for each Lease Year
                           beginning in which the costs are incurred.

                  ii.      During the Term, Lessee shall pay to Lessor, Lessee's
                           Percentage of Operating Costs. Commencing on the
                           Commencement Date, Lessee shall pay Lessee's
                           Percentage of Lessor's estimate of operating costs
                           for the First Lease Year and as set forth in Lessor's
                           itemized statement for each Lease Year thereafter, in
                           equal monthly installments, in advance as Additional
                           Rent, together with Fixed Basic Rent. Following the
                           expiration of each Lease Year, Lessor shall furnish
                           Lessee with an itemized statement of the actual
                           Operating Costs for such Lease Year and Lessee shall,
                           within thirty (30) days after receipt of such
                           itemized statement, pay, as Additional Rent, the
                           deficiency, if any, in charges payable by Lessee for
                           such Lease Year; and if, at the end of such Lease
                           Year, the total amount paid by Lessee as Lessee's
                           Percentage is greater than the amount required to be
                           paid for such Lease Year, then the amount of such
                           excess will be applied by Lessor to the next
                           succeeding monthly installment of Fixed Basic Rent
                           hereunder; and if there is any such excess during the
                           Last Lease Year, then the amount of such excess will
                           be refunded to Lessee by Lessor within ninety (90)
                           days after Lessor's itemized statement is finished.
                           All such adjustments shall be subject to verification
                           pursuant to Article 23(d) hereof. If the First Lease
                           Year or Last Lease Year is less than a period of 365
                           days, then Additional Rent payable during these
                           respective lease years shall be the amount equal to
                           (i) Lessee's Percentage (as defined herein),
                           multiplied by (ii) the Operating Costs for the
                           calendar year which includes the First Lease Year or
                           Last Lease Year, as the case may be, divided by the
                           number of months (including any portion of a month)
                           during the First Lease Year or Last Lease Year, as
                           the case may be.

         c        REPAIR AND MAINTENANCE EXPENSES.

                  Repair and Maintenance Expenses shall mean all costs and
                  expenses incurred by Lessor for replacement, repair and
                  maintenance of all or any part of the Building and Property
                  (including the roof, roofdeck, outside walls & concrete
                  floor), except: (i) any portion of the Building which is not
                  otherwise the obligation to repair of any lessee of the
                  Building, (ii) any portion of the Building related to or any
                  vacant space unless said repair and maintenance expense is
                  necessary for the benefit of the Building and Property
                  overall.

         d        COMMON AREA EXPENSES.

                  Common Area Expenses shall mean all costs and expenses
                  incurred by Lessor for operating, maintaining, repairing,
                  and/or replacing any and all, or any part of the Common Areas
                  (or any installation therein, thereon, thereunder or there
                  over) associated with the Property including, but not limited
                  to, parking areas, sidewalks, curbs, grounds, on site water
                  lines, electric lines, gas lines, sanitary sewer lines and
                  storm water lines, and the total costs and expenses incurred
                  by Lessor for landscaping, rubbish removal, and the removal of
                  snow, ice and debris.

         e        COMMON UTILITY EXPENSES.

                  Common Utility Expenses shall mean all costs and expenses
                  incurred by Lessor for water, sewer, gas and electricity,
                  standby sprinkler and other utility charges for utilities
                  servicing the Common Areas.

         f        BOOKS AND REPORTS.

                  For the protection of Lessee, Lessor shall maintain books of
                  account for one (1) year which shall be open to Lessee and its
                  representatives at all reasonable times so Lessee can
                  determine that Operating Costs and Taxes have, in fact, been
                  paid or incurred. 


<PAGE>   21

                  For the purposes of this article, Lessee's representatives
                  shall mean only (y) Lessee's employees or (z) a certified
                  public accounting firm. At Lessor's request, Lessee shall
                  execute a confidentiality agreement reasonably acceptable to
                  Lessor prior to any examination of Lessor's books and records.
                  Any disagreement with respect to any one or more of said
                  charges if not satisfactorily settled between Lessor and
                  Lessee shall be referred by either party to an independent
                  certified public accountant to be mutually agreed upon, and if
                  such an accountant cannot be agreed upon, The American
                  Arbitration Association may be asked by either party to select
                  an arbitrator, whose decision on the dispute will be final and
                  binding upon both parties, who shall jointly share any cost of
                  such arbitration. Pending resolution of said dispute the
                  Lessee shall pay to Lessor the sum so billed by Lessor subject
                  to ultimate resolution as aforesaid.

         g        RIGHT OF REVIEW.

                  Once Lessor shall have finally determined Taxes and Operating
                  Costs at the expiration of a Lease Year, then as to the item
                  so established, Lessee shall only be entitled to dispute said
                  charge as finally established for a period of one (1) year
                  after such charge is finally established, and Lessee
                  specifically waives any right to dispute any such charge at
                  the expiration of said one (1) year period.

24       COMMON AREA CHARGES: The Premises and the Building in which it is
         located are within an office/industrial park known as Monmouth Shores
         Corporate Park (the "Business Park"). Lessor from time to time will
         incur various expenses to maintain the Business Park for the benefit of
         all lessees. The Lessee shall pay Lessor, as Additional Rent, Lessee's
         Business Park Share (as defined in the Preamble) of the total cost and
         expenses incurred by Lessor maintaining certain areas of the Business
         Park for the following items:

         a        The cost of maintaining Business Park signs and lessee
                  directories; and

         b        the cost of water, electricity and other utilities used in
                  connection with the operation and maintenance of the Business
                  Park and that part of any area demised to a lessee; and

         c        other costs reasonably incurred by Lessor to maintain the
                  Business Park or cost incurred for services benefiting all
                  lessees or occupants of the Business Park which, in the
                  reasonable opinion of the Lessor are services desirable to
                  operate the Business Park and not otherwise included or
                  specifically prohibited under paragraph 23 of this Lease; and

         d        the cost of maintaining common facilities used by all lessees
                  such as common grass areas, boulevard dividers, curbing and
                  lighting.

         Nothing herein shall obligate Lessor to incur any expense or render any
         services as to the Business Park, the Lessee acknowledging that Lessor
         may sell any part or parcels of land located within the Business Park
         and Lessor shall not be obligated to undertake at any time any service
         for the Business Park. The foregoing provisions are solely to enable
         Lessor to equitably allocate charges and costs, if incurred, at
         Lessor's sole election.

25       LESSEE'S ESTOPPEL: Lessee shall, from time to time, on not less that
         ten (10) days prior written request by Lessor, execute, acknowledge and
         deliver to Lessor a written statement certifying that the Lease is
         unmodified and in full force and effect, or that the Lease is in full
         force and effect as modified and listing the instruments of
         modification; the dates to which the rents and charges have been paid;
         and, to the best of Lessee's knowledge, whether or not Lessor is in
         default hereunder, and if so, specifying the nature of the default. It
         is intended that any such statement delivered pursuant to this Article
         25 may be relied on by a prospective purchaser of Lessor's interest or
         mortgagee of Lessor's interest or assignee of any mortgage of Lessor's
         interest. Lessee shall also execute and deliver the form "Estoppel
         Certificate" attached hereto as Exhibit E.

26       HOLDOVER TENANCY: If Lessee holds possession of the Premises after the
         Term of this Lease, Lessee shall become a tenant from month to month
         under the provisions herein provided, but at a monthly basic rental
         equal to 150% of the then monthly basic rental for the


<PAGE>   22

         first month of such holdover and thereafter as provided for pursuant to
         N.J.S.A. 2A:42-6 and without the requirement for demand or notice by
         Lessor to Lessee demanding delivery of possession of said Premises (but
         Additional Rent shall continue as provided in this Lease), which sum
         shall be payable in advance on the first day of each month, and such
         tenancy shall continue until terminated by Lessor, or until Lessee
         shall have given to Lessor, at least sixty (60) days prior to the
         intended date of termination, a written notice of intent to terminate
         such tenancy, which termination date must be as of the end of a
         calendar month.

27       RIGHT TO SHOW PREMISES: Lessor may show the Premises to prospective
         purchasers and mortgagees; and during the six (6) months prior to
         termination of this Lease, to prospective tenants, during business
         hours of Lessee on reasonable notice to Lessee.

28       LESSOR'S WORK - LESSEE'S DRAWINGS:

         a        Lessor agrees that, prior to the commencement of the Term of
                  this Lease, it will do substantially all of the work in the
                  Premises in accordance with Exhibit C attached hereto and made
                  a part hereof.

         b        Lessee will timely supply such drawings and information to
                  Lessor as set forth in Exhibit C. Any delay occasioned by
                  Lessee's failure to timely supply such drawings and
                  information shall not delay the Commencement Date of the Term
                  and Lessee's obligations hereunder, and the same shall
                  commence on the date the Premises would have been delivered to
                  Lessee pursuant to Article 2, but for Lessee's delay.

         c        Lease commencement shall occur and the Commencement Date is
                  defined as that date when Lessor has done substantially all of
                  the work to be done by Lessor in accordance with Exhibit C,
                  unless Lessor has been precluded from completing said work as
                  a result of Lessee's acts or omissions including, but not
                  limited to, its failure to comply with Article 27(b) hereof.
                  Occupancy by Lessee or the delivery of a Certificate of
                  Occupancy by Lessor (if required pursuant to local law) shall
                  be prima facie evidence that Lessor has done substantially all
                  of the work.

29       WAIVER OF TRIAL BY JURY: To the extent such waiver is permitted by law,
         the parties waive trial by jury in any action or proceeding brought in
         connection with this Lease or the Premises.

30       LATE CHARGE: Anything in this Lease to the contrary notwithstanding, at
         Lessor's option, Lessee shall pay a Late Charge of eight percent (8%)
         of any installment of Fixed Basic Rent or Additional Rent paid more
         than five (5) days after the due date thereof, to cover the extra
         expense involved in handling delinquent payments, said Late Charge to
         be considered Additional Rent. The amount of the Late Charge to be paid
         by Lessee shall be reassessed and added to Lessee's obligations for
         each successive monthly period until paid.

31       LESSEE'S INSURANCE:

         a.       Lessee covenants to provide at Lessee's cost and expense on or
                  before the earlier of (i) the Commencement Date, or (ii)
                  Lessee's taking actual possession for the purpose of
                  completing any improvement work, and to keep in full force and
                  effect during the entire Term and so long thereafter as
                  Lessee, or anyone claiming by, through or under Lessee, shall
                  occupy the Premises, insurance coverage as follows:

                  i.)      Commercial General Liability Insurance with
                           contractual liability endorsements with respect to
                           the Premises and the business of Lessee in which
                           Lessee shall be adequately covered under limits of
                           liability of not less than $2,000,000 for injury or
                           death to any one person and $5,000,000 for injury or
                           death to more than one person and $1,000,000 with
                           respect to property damage.

                  ii.)     Fire and Extended Coverage, Vandalism, Malicious
                           Mischief, Sprinkler Leakage and Special Extended
                           Coverage Insurance in an amount adequate to cover the
                           cost of replacement of all personal property,
                           decoration, trade fixtures, furnishings, equipment in
                           the Premises and all contents therein. Lessor shall
                           not be liable for any damage to such property of
                           Lessee by fire


<PAGE>   23

                           or other peril includable in the coverage afforded by
                           the standard form of fire insurance policy with
                           extended coverage endorsement attached (whether or
                           not such coverage is in effect), no matter how
                           caused, it being understood that the Lessee will look
                           solely to its insurer for reimbursement.

                  iii.)    Worker's Compensation Insurance in the minimum
                           statutory amount covering all persons employed by
                           Lessee.

                  iv.)     Said limits shall be subject to periodic review and
                           Lessor reserves the right to increase said coverage
                           limits if, in the reasonable opinion of Lessor, said
                           coverage becomes inadequate and is less than that
                           commonly maintained by tenants in similar buildings
                           in the area by tenants making similar uses. On or
                           before the Commencement Date, and thereafter at
                           Lessor's request, Lessee shall provide Lessor
                           evidence of the insurance coverage required herein in
                           the form of an insurance certificate.

                  v.)      If at any time during the term of this Lease, Lessee
                           owns or rents more than one location, its liability
                           policy shall contain an endorsement to the effect
                           that the aggregate limit in the policy shall apply
                           separately to each location owned or rented by
                           Lessee.

         b.       All of the aforesaid insurance shall (i) name Lessor as an
                  additional insured (except with respect to the coverages set
                  forth in clause 31(a)(ii) and 31(a)(iii)); (ii) shall be
                  written by one or more responsible insurance companies
                  licensed in the State of New Jersey satisfactory to Lessor and
                  in form satisfactory to Lessor; (iii) contain endorsements
                  substantially as follows:

                           "It is understood and agreed that the insurer will
                           give to Lessor (or any successor Lessor), c/o Cali
                           Realty Corporation, 11 Commerce Drive, Cranford, New
                           Jersey, ten (10) days prior written notice of any
                           material change in or cancellation of this policy."

                  and (iv) shall be written on an "occurrence" basis and not on
                  a "claims made" basis.

         c.       Lessee shall be solely responsible for payment of premium and
                  Lessor (or its designee) shall not be required to pay any
                  premium for such insurance. Lessee shall deliver to Lessor on
                  or before the Commencement Date and at least fifteen (15) days
                  prior to the expiration of such policy, either a duplicate
                  original or an insurance certificate it being the intention of
                  the parties hereto that the insurance required under the terms
                  hereof shall be continuous during the entire Term of this
                  Lease and any other period of time during which pursuant to
                  the Term hereof, said insurance is required. Any insurance
                  carried by Lessee shall be in excess of and will not
                  contribute with the insurance carried by Lessor for injuries
                  or damage arising out of the Premises.

         d.       Lessee agrees, at its own cost and expense, to comply with all
                  rules and regulations of the National Fire Protection
                  Association (NFPA) National Fire Code which are applicable to
                  the Premises regarding it's use and occupancy of the Premises.

         e.       Lessor makes no representation that the limits of liability
                  specified to be carried by Lessee or Lessor under the terms of
                  this Lease are adequate to protect Lessee against Lessee's
                  undertaking under this Article 31, and in the event Lessee
                  believes that any such insurance coverage called for under
                  this Lease is insufficient, Lessee shall provide, at is own
                  expense, such additional insurance as Lessee deems adequate.

         f.       During the Term, Lessor shall maintain the following
                  insurance, insuring Lessor and any mortgagee, as their
                  respective interests may appear: (x) insurance against damage
                  to the Building and Property by all risks of direct physical
                  loss in an amount equivalent to the full replacement cost
                  thereof; (y) comprehensive general liability insurance against
                  claims for bodily injury and property damage occurring on or
                  about the Property in amounts customarily carried by owners of
                  similar buildings in the Township of Wall; and (z) insurance
                  against such other hazards as, from time to time, are then
                  commonly insured against for buildings similarly situated in
                  amounts


<PAGE>   24

                  normally carried with respect thereto. All insurance
                  maintained pursuant to this Paragraph may be effected by
                  blanket insurance policies.

         g.       In the event the Premises or its contents are damaged or
                  destroyed by fire or other insured casualty, (i) Lessor, to
                  the extent of the coverage of Lessor's policies of fire
                  insurance, hereby waives its rights, if any, against Lessee
                  with respect to such damage or destruction, even if said fire
                  or other casualty shall have been caused, in whole or in part,
                  by the negligence of Lessee, and (ii) Lessee, to the extent of
                  the coverage of Lessee's policies of fire insurance with
                  extended coverage, hereby waives its rights, if any, against
                  Lessor with respect to such damage, or destruction, even if
                  said fire or other casualty shall have been caused, in whole
                  or in part, by the negligence of Lessor; provided, however,
                  such waivers of subrogation shall only be effective with
                  respect to loss or damage occurring during such time as
                  Lessor's or Lessee's policies of fire insurance (as the case
                  may be) shall contain in clause or endorsement providing in
                  substance that the aforesaid waiver of subrogation shall not
                  prejudice the type and amount of coverage under such policies
                  or the right of Lessor or Lessee (as the case may be) to
                  recover thereunder. If, at any time, Lessor's or Lessee's
                  insurance carrier refuses to write insurance which contains a
                  consent to the foregoing waiver of subrogation, Lessor or
                  Lessee, as the case may be, shall notify the party thereof in
                  writing, and upon the giving of such notice, the provisions of
                  this Section shall be null and void as to any casualty which
                  occurs after such notice. If Lessor's or Lessee's insurance
                  carrier shall make a charge for the incorporation of the
                  aforesaid waiver of subrogation in its policies, then the
                  party requesting the waiver shall promptly pay such charge to
                  the other party upon demand. In the event the party requesting
                  their waiver fails to pay such charge upon demand, the other
                  party shall be released of its obligation to supply such
                  waiver.

32.      NO OTHER REPRESENTATIONS: No representations or promises shall be
         binding on the parties hereto except those representations and promises
         contained herein or in some future writing signed by the party making
         such representation(s) or promise(s).

33.      QUIET ENJOYMENT: Lessor covenants that if, and so long as, Lessee pays
         Fixed Basic Rent, and any Additional Rent as herein provided, and
         performs Lessee's covenants hereof, Lessor shall do nothing to affect
         Lessee's right to peaceably and quietly have, hold and enjoy the
         Premises for the Term herein mentioned, subject to the provisions of
         this Lease.

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

35.      ARTICLE HEADINGS: The article headings in this Lease and position of
         its provisions are intended for convenience only and shall not be taken
         into consideration in any construction or interpretation of this Lease
         or any of its provisions.

36.      APPLICABILITY TO HEIRS AND ASSIGNS: The provisions of this Lease shall
         apply to, bind and inure to the benefit of Lessor and Lessee, and their
         respective heirs, successors, legal representatives and assigns. It is
         understood that the term "Lessor" as used in this Lease means only the
         owner, a mortgagee in possession or a term lessee of the Building, so
         that in the event of any sale of the Building or of any lease thereof,
         or if a mortgagee shall take possession of the Premises, the Lessor
         herein shall be and hereby is entirely freed and relieved of all
         covenants and obligations of Lessor hereunder accruing thereafter, and
         it shall be deemed without further agreement that the purchaser, the
         term lessee of the Building, or the mortgagee in possession has assumed
         and agreed to carry out any and all covenants and obligations of Lessor
         hereunder.

<PAGE>   25

37.      PARKING: Lessee's occupancy of the Premises shall include the use of
         the outside parking spaces only as set forth in the Preamble, all of
         which will be unassigned. The parking spaces may be used only by the
         Lessee and invitees of Lessee when conducting business at the Building.
         Lessee shall, upon request, promptly furnish to Lessor the license
         numbers of the cars operated by Lessee and its subtenants, licensees,
         invitees, concessionaires, officers and employees. Lessee agrees that
         it and its employees and invitees shall not park their automobile in
         parking spaces allocated to others by Lessor and shall comply with such
         rules and regulations for use of the parking area(s) as Lessor may from
         time to time prescribe. Lessor shall not be responsible for any damage
         or theft of any vehicle in the parking area and shall not be required
         to keep parking spaces clear of unauthorized vehicles or to otherwise
         supervise the use of the parking area. If any vehicle of the Lessee, or
         of any subtenant, licensee, concessionaire, or of their respective
         officers, agents or employees, is (i) parked in any part of the Common
         Areas other than the employee parking area(s) designated therefor by
         Lessor, or (ii) using the parking space(s) when not conducting business
         at the Building then Lessee shall pay to Lessor such reasonable penalty
         as may be fixed by Lessor from time to time, provided Lessor has given
         Lessee notice of such violation. All amounts due under the provisions
         of this Article 37 shall be deemed to be Additional Rent.

38.      LESSOR'S LIABILITY FOR LOSS OF PROPERTY: Lessor shall not be liable for
         any loss of property from any cause whatsoever, including but not
         limited to theft or burglary from the Premises, and any such loss
         arising from the negligence of Lessor, its agents, servants or
         invitees, or from defects, errors or omissions in the construction or
         design of the Premises and/or the Building, including the structural
         and non-structural portions thereof, and Lessee covenants and agrees to
         make no claim for any such loss at any time.

39.      PARTIAL INVALIDITY: 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.

40.      BROKER: Lessee represents and warrant to Lessor that the Broker, as
         defined in the Preamble is the sole broker with whom Lessee has
         negotiated in bringing about this Lease and Lessee agrees to indemnify
         and hold Lessor and its mortgagee(s) harmless from any and all claims
         of other brokers and expenses in connection therewith arising out of or
         in connection with the negotiation of or the entering into this Lease
         by Lessor and Lessee. In no event shall Lessor's mortgagee(s) have any
         obligation to any broker involved in this transaction.

41.      PERSONAL LIABILITY: Notwithstanding anything to the contrary provided
         in this Lease, it is specifically understood and agreed, such agreement
         being a primary consideration for the execution of this Lease by
         Lessor, that there shall be absolutely no personal liability on the
         part of Lessor, its constituent members (to include but not be limited
         to, officers, directors, partners and trustees) their respective
         successors, assigns or any mortgagee in possession (for the purposes of
         this Article, collectively referred to as "Lessor"), with respect to
         any of the terms, covenants and conditions of this Lease, and that
         Lessee shall look solely to the equity of Lessor in the Building for
         the satisfaction of each and every remedy of Lessee in the event of any
         breach by Lessor of any of the terms, covenants and conditions of this
         Lease to be performed by Lessor, such exculpation of liability to be
         absolute and without any exceptions whatsoever.

42.      NO OPTION: The submission of this Lease Agreement for examination does
         not constitute a reservation of, or option for, the Premises, and this
         Lease Agreement becomes effective as a Lease Agreement only upon
         execution and delivery thereof by Lessor and Lessee.

43.      DEFINITIONS:

         a.       AFFILIATE -- Affiliate shall mean any corporation related to
                  Lessee as a parent, subsidiary or brother-sister corporation
                  so that such corporation and such party and other corporations
                  constitute a controlled group as determined under Section 1563
                  of the Internal Revenue Code of 1986, as amended and as
                  elaborated by the Treasury 


<PAGE>   26

                  Regulations promulgated thereunder or any business entity in
                  which Lessee has more than a fifty percent (50%) interest.

         b.       BUSINESS PARK -- means all of the improved and unimproved
                  property as shown on Exhibit A-2, together with all buildings,
                  structures and improvements now or hereafter constructed
                  thereon and together with any appurtenances thereto.

         c.       COMMON AREAS -- shall include all that area outside the
                  Building including but not limited to parking areas,
                  sidewalks, curbs, grounds, on site water lines, electric
                  lines, gas lines, sanitary sewer lines and storm water lines,
                  and roadways associated with the Property and the Business
                  Park.

         d.       FORCE MAJEURE -- Force Majeure shall mean and include those
                  situations beyond Lessor's reasonable control, including by
                  way of example and not by way of limitation, acts of God;
                  accidents; repairs; strikes; shortages of labor, supplies or
                  materials; inclement weather; or, where applicable, the
                  passage of time while waiting for an adjustment or insurance
                  proceeds. Any time limits required to be met by either party
                  hereunder, whether specifically made subject to Force Majeure
                  or not, except those related to the payment of Fixed Basic
                  Rent or Additional Rent, shall, unless specifically stated to
                  the contrary elsewhere in this Lease, be automatically
                  extended by the number of days by which any performance called
                  for is delayed due to Force Majeure.

         e.       LESSEE'S PERCENTAGE -- The parties agree that Lessee's
                  Percentage, as defined in the Preamble, reflects and will be
                  continually adjusted to reflect the ratio of the gross square
                  feet of the area rented to Lessee [the numerator] as compared
                  with the total number of gross square feet of the Building
                  Area (or additional buildings that may be constructed within
                  the Property) [the denominator] measured outside wall to
                  outside wall. Lessor shall also have the right to construct
                  additional buildings in the Property for such purposes as
                  Lessor may deem appropriate, and subdivide the lands for that
                  purpose if necessary, and upon so doing, the Property shall
                  become the subdivided lot on which the Building in which the
                  Premises is located.

         f.       LESSEE'S BUSINESS PARK SHARE -- The parties agree that
                  Lessee's Business Park Share, as defined in the Preamble,
                  reflects and will be continually adjusted to reflect the ratio
                  of the gross square foot of the area rented to Lessee [the
                  numerator] as compared with the total number of gross square
                  feet of the buildings contained in the Business Park [the
                  denominator] measured outside wall to outside wall. Lessor
                  shall also have the right to construct additional buildings in
                  the Business Park for such purposes as Lessor may deem
                  appropriate, and subdivide the lands for that purpose if
                  necessary.

44.      LEASE COMMENCEMENT: Notwithstanding anything contained herein to the
         contrary, if Lessor, for any reason whatsoever, including Lessor's
         negligence except as provided for in Article 28(b), cannot deliver
         possession of the Premises, as provided for in Article 28(a), to Lessee
         at the commencement of the agreed Term as set forth in Article 2, this
         Lease shall not be void or voidable, nor shall Lessor be liable to
         Lessee for any loss or damage resulting therefrom, but in that event,
         the Term shall be for the full term as specified above to commence from
         and after the date Lessor shall have delivered possession of the
         Premises to Lessee or from the date Lessor would have delivered
         possession of the Premises to Lessee but for Lessee's failure to timely
         supply to Lessor such drawings and/or information required by Exhibit C
         or for any other reason attributable to Lessee (herein the
         "Commencement Date") and to expire midnight of the day immediately
         preceding Term anniversary of the Commencement Date, and if requested
         by Lessor, Lessor and Lessee shall within thirty (30) days , by a
         writing signed by the parties, ratify and confirm said Commencement.
         Expiration Dates, and Fixed Basic Rent due hereunder in the form
         attached hereto as Exhibit F.

         So long as this Lease is fully-executed by October 1, 1997 and
         notwithstanding anything contained herein to the contrary, if Lessor
         shall not have completed the tenant improvements within the Premises on
         or before the Commencement Date as set forth in paragraph 7 of the
         Preamble and provided the reason therefor has not been as a result of
         Lessee's acts or omissions, then, and in such event, Lessee may cancel
         this Lease upon thirty (30) days notice to Lessor, which notice may be
         given on or after the thirtieth (30th) day after the


<PAGE>   27

         Commencement Date as set forth in paragraph 7 of the Preamble.
         Thereafter, unless Lessor delivers possession of the Demised Premises
         within thirty (30) days after Lessee's notice to Lessor, this Lease
         shall terminate upon the expiration of said thirty (30) day period and
         the parties shall be released from obligation under this Lease except
         that Lessor shall reimburse to Lessee any prepaid rent, security
         deposit and any and all amounts paid by Lessee for improvements
         pursuant to Exhibit C. However, in the event Lessor's ability to
         complete the tenant improvements within the Premises is delayed because
         of long-lead and/or non-standard Building items ordered by Lessee, then
         the Commencement Date shall not be delayed as a result thereof, Lessee
         shall have no right to cancel as provided above, and the term will
         start on the date that Lessor would have been able to so deliver
         possession but for each long-lead and/or non-standard Building items.
         However, Lessee shall be entitled to take possession of the Premises
         prior to completion of such long-lead and/or, non-standard building
         items, if Lessor is able to obtain a Certificate of Occupancy from the
         required governmental authorities. Lessor shall use its reasonable
         efforts to obtain said Certificate of Occupancy.

45.      NOTICES: Any notice by either party to the other shall be in writing
         and shall be deemed to have been duly given only if delivered
         personally or sent by registered mail, certified mail or nationally
         recognized overnight delivery service return receipt requested in a
         postage paid envelope addressed, if to Lessee, at the above described
         Building; if to Lessor, at Lessor's address as set forth above; or, to
         either at such other address as Lessee or Lessor, respectively, may
         designate in writing. Notice shall be deemed to have been duly given,
         if delivered personally or by a nationally recognized overnight courier
         service, on delivery thereof, and if mailed, upon the tenth (10th) day
         after the mailing thereof.

46.      ACCORD AND SATISFACTION: No payment by Lessee or receipt by Lessor of a
         lesser amount than the rent and additional charges payable hereunder
         shall be deemed to be other than a payment on account of the earliest
         stipulated Fixed Basic Rent and Additional Rent, nor shall any
         endorsement or statement on any check or any letter accompanying any
         check or payment for Fixed Basic Rent or Additional Rent be deemed an
         accord and satisfaction, and Lessor may accept such check or payment
         without prejudice to Lessor's right to recover the balance of such
         Fixed Basic Rent and Additional Rent or pursue any other remedy
         provided herein or by law.

47.      EFFECT OF WAIVERS: No failure by Lessor to insist upon the strict
         performance of any covenant, agreement, term or condition of this
         Lease, or to exercise any right or remedy consequent upon a breach
         thereof, and no acceptance of full or partial rent by Lessor during the
         continuance of any such breach, shall constitute a waiver of any such
         breach or of such covenant, agreement, term or condition. No consent,
         or waiver, express or implied, by Lessor to or of any breach of any
         covenant, condition or duty of Lessee be construed as a consent or
         waiver to or of any other breach of the same or any other covenant,
         condition or duty, unless in writing signed by Lessor.

48.      LEASE CONDITION: This Lease is expressly conditioned upon Lessor
         receiving the consent and approval of Lessor's mortgagee to its term
         and provisions not later than thirty (30) days after its execution by
         Lessee, and delivery to Lessor. Should said consent not be received
         within the aforesaid time period, Lessor may, at Lessor's sole option,
         cancel this Lease and return the first month's Fixed Basic Rent and
         Security Deposit to Lessee, which Lessee has deposited with Lessor upon
         execution of this Lease, and thereafter the parties shall have no
         further obligations to each other with respect to this Lease.

49.      MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE: Lessee agrees to give any
         mortgagees and/or trust deed holders, by registered mail, a copy of any
         notice of default served upon Lessor, provided that, prior to such
         notice, Lessee has been notified in writing (by way of notice of
         assignment of rents and leases or otherwise) of the address of such
         mortgagees and/or trust deed holders. Lessee further agrees that, if
         Lessor shall have failed to cure such default within the time provided
         for in this Lease, then the mortgagees and/or trust deed holders shall
         have an additional thirty (30) days within which to cure such default,
         or if such default cannot be cured within that time, then such
         additional time as may be necessary, if within such thirty (30) days,
         any mortgagee and/or trust deed holder has commenced and is diligently
         pursuing the remedies necessary to cure such default (including but not
         limited to commencement of foreclosure proceedings if necessary to
         effect such cure), in which event this Lease shall not be terminated
         while such remedies are being so


<PAGE>   28

         diligently pursued. The provisions of this paragraph 49 shall no affect
         in any manner the termination rights given to Lessee under the
         provisions of paragraphs 10 and 11 of this Lease.

50.      LESSOR'S RESERVED RIGHT: Lessor and Lessee acknowledge that the
         Premises are in a Building which is not open to the general public.
         Access to the Building is restricted to Lessor, Lessee, their agents,
         employees and contractors and to their invited visitors. In the event
         of a labor dispute including a strike, picketing, informational or
         associational activities directed at Lessee or any other tenant, Lessor
         reserves the right unilaterally to alter Lessee's ingress and egress to
         the Building or make any change in operating conditions to restrict
         pedestrian, vehicular or delivery ingress and egress to a particular
         location.

51.      CORPORATE AUTHORITY: If Lessee is a corporation, Lessee represents and
         warrants that this Lease and has been duly authorized and approved by
         the corporation's Board of Directors. The undersigned officers and
         representatives of the corporation represent and warrant that they are
         officers of the corporation with authority to execute this Lease on
         behalf of the corporation, and if so notified by Lessor within ninety
         (90) days of execution hereof, Lessee will provide Lessor with a
         corporate resolution confirming the aforesaid.

52.      LESSEE'S EXPANSION/RELOCATION: The Lessor, in its sole discretion,
         shall have the right one time during the initial lease Term or from
         time to time thereafter to change the location of the Premises to other
         space (the "Substituted Leased Premises") within the Business Park,
         subject to the terms and conditions set forth below.

         a.       The Substituted Leased Premises shall contain a minimum floor
                  area of approximately the same number of square feet as are
                  contained in the Premises.

         b.       If the total square footage comprised by the Substituted
                  Leased Premises and its attributable Common Facilities exceed
                  the total of the Premises, the Lessee shall not be required to
                  pay any increase in the Fixed Basic Rent and Lessee's
                  Percentage shall not be increased. If, however, such total
                  square footage shall be less, Lessee's Fixed Basic Rent and
                  Lessee's Percentage shall be decreased proportionately.

         c.       The Lessor shall give the Lessee not less than forty-five (45)
                  days prior notice of Lessor's decision to relocate the Lessee;
                  and the Lessee agrees that no later than forty-five (45) days
                  from the date of its receipt of such notice it shall relocate
                  to the Substituted Leased Premises.

         d.       The Lessor shall bear and pay for the reasonable cost and
                  expense of any such relocation, including but not limited to,
                  reinstalling telephones, wiring, computers, furniture,
                  reprinting of stationary and moving expenses; provided,
                  however, that the Lessee shall not be entitled to any
                  compensation for damages for any interference with or
                  interruption of its business during or resulting from such
                  relocation. The Lessor shall make reasonable efforts to
                  minimize such interference.

         e.       In connection with any such relocation, the Lessor shall, at
                  its own cost and expense, furnish and install in (or, if
                  practicable, relocate to) the Substituted Leased Premises all
                  walls, partitions, floors, floor coverings, ceilings,
                  fixtures, wiring and plumbing, if any, (as distinguished from
                  trade fixtures, equipment, furniture, furnishings and other
                  personal property belonging to Lessee) required for the
                  Lessee's proper use and occupancy thereof, all of which items
                  shall be comparable in quality to those situated in the
                  Premises.

         f.       The payments of new monthly minimum rent shall commence on the
                  earlier of ten (10) days after Lessor has completed the
                  physical relocation and installation of permanent improvements
                  in the Substituted Leased Premises or the date that Lessee
                  first opens for business in the Substituted Leased Premises.

         g.       Lessor and Lessee shall promptly execute an amendment to this
                  Lease reciting the relocation of the Premises and any changes
                  in the monthly minimum rent payable hereunder.

<PAGE>   29

53.      MISCELLANEOUS:

         a.       No Underground Storage Tanks: Lessee warrants and represents
                  that it will, at no time, install any underground storage
                  tanks anywhere in the Premises or on the Property. A breach of
                  this covenant shall be deemed a default under the Lease, and
                  Lessor shall have the right to terminate the Lease upon the
                  happening of such event.

         b.       Window Treatment: Lessee shall, not without Lessor's prior
                  consent, install any window coverings, blinds, curtains,
                  shades, except, as may be otherwise consented to by Lessor.
                  Lessee acknowledging that Lessor intends to have all Lessees
                  in the building in which the Demised Premises are located use
                  a uniform window treatment.

         c.       Refuse Removal: Lessee shall be responsible for removal of its
                  own trash from the Premises and discharge of same to the
                  dumpsters located in the rear parking lot. Lessor shall,
                  subject to the same being included in Common Area Expenses, be
                  responsible for having the trash removed from dumpsters
                  located in the Common Areas.

         d.       Lessor's Consent: If Lessee believes that the Lessor has
                  unreasonably withheld its consent and/or delayed its consent,
                  then Lessee's sole remedy shall be to seek specific
                  performance. The Lessee shall have no right to seek money
                  damages.

         e.       Corporate Authority: If Lessee is a corporation, each
                  individual executing this Lease on behalf of said corporation
                  represents and warrants that he is duly authorized to execute
                  and deliver this Lease on behalf of said corporation.

         f.       Use Permit: Lessee in cooperation with Lessor will apply to
                  the Planning Board of the Township of Wall for a use permit.
                  Lessee recognizes that the procurement of the use permit is a
                  condition precedent to Lessor obtaining a building permit to
                  undertake the construction contemplated to effectuate the
                  purposes of this Lease. This Lease is subject and contingent
                  upon Lessor obtaining either a temporary or permanent
                  certificate of occupancy as otherwise provided in paragraph 28
                  hereof. In the event Lessor does not obtain a use permit, or
                  having obtained a use permit, does not obtain a Certificate of
                  Occupancy, then Lessor shall notify Lessee of such fact, and
                  thereafter this Lease shall be void, without further liability
                  of either party to the other except to return to Lessee the
                  prepaid rent, if any, and the security deposit

54.      TERMINATION OPTION: Lessee shall have the one-time right, as of the
         third Lease Commencement Date anniversary, with six (6) months prior
         written notice, to terminate this Lease if Lessee requires at least
         fifty-percent (50%) more space and Lessor cannot accommodate Lessee's
         expansion needs. Lessee must notify Lessor at least nine (9) months
         prior to the third Lease Commencement Date anniversary of Lessee's need
         for additional space. As consideration for this Termination Option,
         Lessee shall reimburse Lessor the amount of SEVENTY ONE THOUSAND ONE
         HUNDRED EIGHT AND 00/100 DOLLARS ($71,108.00) due and payable by Lessee
         to Lessor at time of Lessee's notice to Lessor exercising its
         Termination Option.

         EACH PARTY AGREES that it will not raise or assert as a defense to any
obligation under the Lease or make any claim that the Lease is invalid or
unenforceable due to any failure of this document to comply with ministerial
requirements including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar requirements, and each
party hereby waives the right to assert any such defense or make any claim of
invalidity or unenforceability due to any of the foregoing.

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

MONMOUTH/ATLANTIC REALTY                     DIGITAL LIGHTWAVE, INC.,
ASSOCIATES L.P., LESSOR                      LESSEE

By:  Cali Sub VII, Inc.,
     Managing General Partner


By:                                          By:  
     ------------------------                     ------------------------
     James G. Nugent                              Name:
     Vice President - Leasing                     Title:








<PAGE>   30




                                     RIDER A


RENEWAL OPTION: Lessee is hereby granted an option to renew this Lease upon the
following terms and conditions:

1.       At the time of the exercise of the option to renew and at the time of
         the said renewal, the Lessee shall not be in default in accordance with
         the terms and provisions of this Lease, and shall be in possession of
         the Premises pursuant to this Lease.

2.       Notice of the exercise of the option shall be sent to the Lessor in
         writing at least six (6) months before the expiration of the Term of
         this Lease.

3.       The renewal term shall be for the term of one (1) year, to commence at
         the expiration of the term of this Lease, and all of the terms and
         conditions of this Lease, other than the Fixed Basic Rent, shall apply
         during any such renewal term.

4.       The annual Fixed Basic Rent to be paid during the renewal term shall
         not be less than that paid for the Premises during the last year of the
         original Term of the Lease. If the fair rental value per square foot at
         the commencement of the renewal term shall exceed the rent during the
         last year of the original Term, the Lessee shall pay such fair rental
         value. In determining the fair rental value, the Lessor shall notify
         Lessee of the fair rental value as established by Lessor. Should Lessee
         dispute Lessor's determination, then the Lessee shall be free to, at
         the Lessee's sole cost and expense, employ the services of an appraiser
         familiar with Buildings located within the Wall, New Jersey area
         comparable to the Building, who shall be a member of MAI and who shall
         render an appraisal. If the Lessor and the Lessee's appraiser cannot
         agree on the fair rental value, or in such case, on an independent
         appraiser acceptable to both, either party may request the American
         Arbitration Association in Somerset, New Jersey to appoint such
         independent appraiser who shall be a member of MAI familiar with
         Buildings in the area of the Building and in such event the judgement
         of a majority of the two appraisers and Lessor shall be final and
         binding upon the parties. The parties shall share equally in the cost
         of any such independent appraiser. Pending resolution of the issue of
         fair rental value, the Lessee shall pay the Lessor as of commencement
         of the renewal term, the Fixed Basic Rent as established by Lessor,
         subject to retroactive adjustment upon final determination of this
         issue.

                                     --END--













                                Rider A - Page 1

<PAGE>   31




                                    EXHIBIT A

                              LOCATION OF PREMISES



























                               Exhibit A - Page 1

<PAGE>   32




                                   EXHIBIT A-1

                                    PROPERTY

<PAGE>   33




                                   EXHIBIT A-2

                                  BUSINESS PARK


































                      

<PAGE>   34




                                    EXHIBIT B

                              RULES AND REGULATIONS

1.       The sidewalks, entrances, passages, courts, elevators, vestibules,
         stairways, corridors and public parts of the Property shall not be
         obstructed or encumbered by Lessee or used by Lessee for any purpose
         other than ingress and egress to and from the Premises. The Lessee will
         not use or permit to be used the sidewalk area by motor vehicles, and
         will limit such vehicles to the driveway and parking areas.

2.       No awnings, air conditioning units or other projections shall be
         attached to the outside walls or window sills of the building on the
         Property or otherwise project from the building.

3.       The Lessee shall not erect, make or maintain on or attach or affix to
         any part of the Premises including the windows and doors, any sign,
         picture or other representation or advertisement or notice of any kind,
         without the express written consent of the Lessor obtained in advance.
         Lessee shall have the right to apply on the main entrance door to the
         Premises lettering of approved type, size and style as well as company
         logo where applicable.

4.       The windows in the Premises shall not be covered or obstructed by
         Lessee, nor shall articles be placed on the window sills or in the
         halls or in any other part of the building, nor shall any articles be
         thrown out of the doors or windows of the Premises.

5.       Lessee shall not lay linoleum or other similar floor covering so that
         the same shall come in direct contact with the floor of the Premises,
         and if linoleum or other similar floor covering is desired to be used,
         an interlining of builder's deadening felt shall first be fixed to the
         floor by a paste or other material that may easily be removed with
         water, the use of cement or other similar adhesive material being
         expressly prohibited.

6.       Lessee shall not make, or permit to be made, any unseemly or disturbing
         noises nor interfere with other Lessees or those having business with
         them. Lessee shall not place office machines or other equipment against
         walls which divide the Premises from space leased to other Lessees.

7.       No additional locks or bolts of any kind shall be placed upon any of
         the doors or windows by Lessee, and Lessee shall upon the termination
         of this tenancy, deliver to Lessor all keys to the Premises either
         furnished to, or otherwise procured by, Lessee and in the event of the
         loss of any keys so furnished, Lessee shall pay to Lessor the cost
         thereof.

8.       Lessee shall not keep in the Premises any explosives, cleaning fluid or
         any inflammable material. Lessee shall not bring or place any bed or
         bedding in the Premises and shall not use the Premises as a lodging
         place.

9.       Lessor shall not be responsible to Lessee for the non-observance or
         violation of any of these Rules and Regulations by any other Lessee.

10.      Lessee shall have the right, provided same is done in accordance with
         the zoning ordinance of the municipality, to park trucks on the
         property along the area wherein are located the loading docks. The
         Lessee shall not park trucks in any other portion of the premises
         demised.

11.      The Lessee shall advise Lessor, if Lessee's S.I.C. number is changed
         from that otherwise indicated in Article 16 of the Preamble to Lease
         attached hereto.

12.      Lessee agrees that Lessee will supply the names, addresses and
         telephone numbers of at least two representatives of the Lessee who can
         be contacted in the event of an emergency.
         Upon notice by the Lessor to the Lessee of a breach of any of the rules
         and regulations, Lessee shall, within five (5) days thereafter, comply
         with such rule and regulation and in the event Lessee shall not comply,
         then the Lessor may, at its discretion, either: (1) cure such condition
         and add any cost and expense incurred by the Lessor therefore to the
         next installment of rental due under this lease and the Lessee shall
         then pay such amount, as 




                            

<PAGE>   35

         additional rent hereunder; or (2) treat such failure of the part of the
         Lessee to remedy such condition as a material default of this Lease on
         the part of the Lessee hereunder. If under Article 21 Lessee would have
         a longer time period to cure, or to receive a notice, then, such longer
         time period to cure, or to receive a notice, then such longer time
         period shall be applicable to this paragraph and shall take precedence
         over those as otherwise hereinbefore stated.

                                    -- END--




























                         

<PAGE>   36




                                    EXHIBIT C

                                  LESSOR'S WORK

Workletter Agreement for office space on the ground floor, at 1340 Campus
Parkway, Wall Township, New Jersey between MONMOUTH/ATLANTIC REALTY ASSOCIATES,
L.P., as Lessor, and DIGITAL LIGHTWAVE, INC., as Lessee.

                            Dated: September 15, 1997
<TABLE>
<CAPTION>

              COST OF IMPROVEMENTS:

              <S>                                                   <C>       
                  PARTITIONS                                        $ 24,650.00

                  DOORS, BUCKS, HARDWARE                               5,000.00

                  ELECTRICAL                                          21,680.00

                  VENTILATION, AIR-CONDITIONING                        5,175.00

                  PAINTING & VINYL WALL COVER                          4,935.00

                  BASE, FLOORING & CARPET                             18,445.00

                  FIRE SPRINKLER                                       8,600.00

                  MISCELLANEOUS                                       15,150.00

                  OTHER                                                9,783.00

                                                  SUBTOTAL          $113,418.00
                                              10% OVERHEAD            11,341.80

                                                  SUBTOTAL          $124,759.80
                                     10% GENERAL CONDITION            12,475.98

                                                     TOTAL          $137,235.78
                                                                   ------------
         RENTABLE AREA = 8,044 S.F.

                  TOTAL COST                                        $137,235.78

                  LESS:  LESSORS ALLOWANCE                         ($137,235.78)
                                                                   ------------

                  NET COST TO BE PAID BY LESSEE
                  PRIOR TO OCCUPANCY                                      $0.00
                                                                          -----
</TABLE>

AGREED AND ACCEPTED:

DIGITAL LIGHTWAVE, INC., LESSEE


By:  
     --------------------------
     Name:
     Title:




                        

<PAGE>   37




                            DESCRIPTION OF MATERIALS
<TABLE>
<CAPTION>
                                                               UNIT    QUANTITY
                                                               ----    --------
PARTITIONS:
-----------
<S>                                                            <C>     <C>
*     Demolition                                                LF          50

*     Ceiling high partition (no SAB)                           LF         120

*     12 foot ceiling high partition (no SAB)                   LF         150

*     New 2 x 2 lay-in ceiling with grid (warehouse)            SF       5,300

*     Rework existing ceiling grid (office)                     SF       1,400

*     Finish on mullions                                        EA           3

DOORS, BUCKS, HARDWARE:
-----------------------
*     New interior doors; s/c birch, stain grade                EA           8

*     New ADA lever set passage locks                           EA          15

*     Master keying (building entrance)                         LS           1

ELECTRICAL:
-----------
*     Electrical demolition/rewiring                            LS           1

*     New light switches                                        EA           5

*     Three-way light switched                                  EA           1

*     New duplex receptacles (convenience)                      EA          20

*     Separate circuits 20 AMP, 110V                            EA          20

*     Additional exit lights                                    EA           6

*     Provide J-Box in ceiling for power pole                   EA           6

*     Battery Pack emergency lights                             EA           5

*     Re-locate and re-lamp light fixtures                      EA          27

*     Additional 2 x 4 lay-in prismatic fixtures                EA          50

VENTILATION AND AIR CONDITIONING:
---------------------------------
*     Additional HVAC diffusers (warehouse)                     EA          18

*     Re-balance HVAC system                                    LS           1

*     Additional HVAC returns (warehouse)                       EA          15

PAINTING AND WALL COVERING:
---------------------------
*     Paint walls                                               SF      10,500

*     Stain new doors                                           EA           8

*     Refinish existing doors                                   EA           7

*     Paint jambs                                               EA          15
</TABLE>

                      

<PAGE>   38


<TABLE>

<S>                                                             <C>      <C>  
BASE, FLOORING AND CARPET:
--------------------------
*     Demo existing carpet                                      SF         600

*     Miscellaneous floor patching                              LS           1

*     Install building standard VCT in technician room
      (allowance of $2.50 psf, furnished and installed)         SF         510

*     Install building standard carpet
      (allowance of $15.00 psy, furnished and installed)        SY       1,000

*     Vinyl cove base                                           LF       1,000

FIRE SPRINKLER SYSTEM:
----------------------
*     Additional sprinkler heads in office                      LS           1

*     Drop riser and add heads in warehouse                     SF       5,400

MISCELLANEOUS:
--------------
*     New glass panels/remove overhead doors                    LS           1

*     Disconnect slop sink and water heater                     LS           1

*     Install 4 x 5 vision panel/wood casing                    EA          13

OTHER:
------
*     Sales tax                                                 LS           1

*     Architect                                                 SF       8,044

*     Relocate fire extinguishers                               LS           1

*     Final clean up and cartage                                LS           1

*     Permits, inspections and Certificate of Occupancy         LS           1

*     Janitorial clean-up                                       SF       8,044

ASSUMPTIONS AND CLARIFICATIONS:
-------------------------------
*     Office partitions or any wiring of same is not included.  
      J-Box in ceiling were noted.

*     No allowance for computer wiring.

*     No allowance for office furniture.

*     No allowance for telephone system or wiring.

*     All glass panels are 4 x 5 safety glass in wood casing.

*     Entire plan is subject to architectural review and code requirements.
</TABLE>



                      --End of "Description of Materials"--
                       (Exhibit C continued on next page)


<PAGE>   39




                                    EXHIBIT C

                                      NOTES

RE:  Workletter Agreement for office space on the ground floor at 1340 Campus
     Parkway, Wall Township, New Jersey.

                                                              September 15, 1997

DIGITAL LIGHTWAVE, INC., LESSEE

You ("Lessee") and we ("Lessor") are executing simultaneously with this
Workletter Agreement a written lease ("Lease"), covering the space referred to
above, as more particularly described in the Lease ("Premises").

To induce Lessee to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained, Lessor
and Lessee mutually agree as follows:

1.       Lessor shall have its architect prepare the following architectural and
         mechanical drawings and specifications based upon the sketch layout
         supplied to Lessor by Lessee, attached hereto and made a part hereof,
         and further information, finish samples, and descriptions to be
         supplied to Lessor, by Lessee upon full execution of this Lease.

         a.       Architectural drawings and specifications for Lessee's
                  partition layout, reflected ceiling, placement of electrical
                  outlets and other installations for the work to be done by
                  Lessor.

         b.       Mechanical plans and specifications where necessary for
                  installation of air conditioning systems, ductwork and
                  heating.

         All such plans and specifications are expressly subject to Lessor's
         written approval, which Lessor covenants it will not unreasonably
         withhold.

2.       Lessor agrees to cause the partition plan, electrical plan and the
         reflected ceiling plan to be delivered to Lessee on or before the
         fifteenth (15th) day after Lease execution. Lessee agrees to approve
         said plans by initialing and returning same to Lessor within three (3)
         days of receipt of each plan. Upon approval of the plans initialed by
         Lessee, Lessor shall file said plans with the appropriate governmental
         agencies.

3.       Lessor agrees, at its expense and without charge to Lessee (unless
         otherwise provided), to do the work in the Premises as shown on the
         preliminary plan approved by Lessee attached hereto and described on
         the "Description of Materials" schedule attached hereto, which shall
         hereinafter be referred to as "The Work". "Building Standard" shall
         mean the type and grade of material, equipment and/or device designated
         by Lessor as standard for the Building. All items are Building Standard
         unless otherwise noted. The provisions of Article 5 of the Lease shall
         apply to any alterations made to the Premises after the initial work to
         be performed herein.

4.       Lessor has estimated the cost of The Work based upon the plans and
         specifications submitted to Lessor by Lessee. Against such estimated
         cost, Lessor shall credit an allowance of $137,235.78 and the remaining
         balance, if any, shall be paid by Lessee prior to occupancy. Lessor
         represents that the above allowance shall be sufficient to complete The
         Work, as shown on the preliminary plan and as described on the
         "Description of Materials" attached hereto, at no additional expense to
         Lessee so long as there are no Change Orders by Lessee in accordance
         with paragraph 7 herein.

5.       All low partitioning, work station modules, bankscreen partitions and
         prefabricated partition systems shall be furnished and installed by
         Lessee.

6.       The installation or wiring of telephone and computer (data) outlets is
         not part of The Work. Lessee shall bear the responsibility to provide
         its own telephone and data systems at Lessee's


<PAGE>   40

         sole cost and expense. Lessor's electrical contractor shall be made
         available to Lessee to install, at Lessee's sole cost and expense,
         telephone and computer (data) conduit, wiring and outlet boxes as
         designated on the above-referenced plans or alternatively by Lessee.
         Upon expiration or sooner termination of the Lease, Lessee shall remove
         all telephone and data equipment and wiring from the Premises and the
         Building risers prior to vacation of same.

7.       Changes in The Work, if necessary or requested by the Lessee, shall be
         accomplished after the execution of the Lease and this Workletter
         Agreement, and without invalidating any part of the Lease or Workletter
         Agreement, by written agreement between Lessor and Lessee hereinafter
         referred to as a Change Order. Each Change Order shall be prepared by
         Lessor and signed by both Lessee and Lessor stating their agreement
         upon all of the following:

         a.       The scope of the change in The Work; and

         b.       The cost of the change; and

         c.       Manner in which the cost will be paid or credited; and

         d.       The estimated extent of any adjustment to the Commencement
                  Date as a result of the change in The Work.

         Each and every Change Order shall be signed by Lessor's and Lessee's
         respective construction representatives. In no event shall any Change
         Order(s) be permitted without such authorizations. A 10% supervision
         plus 10% overhead charge will be added to the cost of any Change Order.
         If Lessee shall fail to approve any such Change Order within one (1)
         week, the same shall be deemed disapproved in all respects by Lessee
         and Lessor shall not be authorized to proceed thereon. Any increase in
         the cost of The Work or the change in The Work stated in a Change Order
         which results from Lessee's failure to timely approve and return said
         Change Order shall be paid by the Lessee. Lessee agrees to pay to
         Lessor the cost of any Change Order promptly upon receipt of an invoice
         for same.

8.       If Lessee elects to use the architect suggested by Lessor, this
         architect becomes the Lessee's agent solely with respect to the plans,
         specifications and The Work. If any change is made prior to completion
         of schematic drawings and final construction documents which result in
         a Change Order and additional costs, such costs shall be the
         responsibility of the Lessee. Similarly, any cost savings resulting
         from such Change Order(s) shall be credited to the Lessee.

9.       Prior to Lessee's occupancy of the Premises, Lessee shall identify and
         list any portion of The Work which does not conform to this Workletter
         Agreement ("Punch List"). The Lessor shall review with the Lessee all
         of the items so listed and correct or complete within thirty (30) days
         of occupancy any portion of The Work which fails to conform to the
         requirements of this Workletter Agreement.

10.      The terms contained in the Lease (which include all exhibits attached
         thereto) constitute Lessor's agreement with Lessee with respect to the
         work to be performed by Lessor on Lessee's behalf. If the architectural
         drawings are in conflict with the terms of the Lease, then the Lease
         shall be deemed the controlling document.

11.      All materials and installations constructed for the Lessee within the
         Premises shall become the property of the Lessor upon installation. No
         refund, credit or removal of said items is to be permitted at the
         termination of the Lease. Items installed that are not integrated in
         any such way with other common building materials do not fall under
         this provision (e.g. shelving, furniture, telephone and computer
         equipment, etc.).

12.      It is agreed that notwithstanding the date provided in the Lease for
         the Commencement Date, the term shall not commence until Lessor has
         "substantially completed" all work to be performed by Lessor as
         hereinbefore set forth in paragraph 3 above and as set forth in the
         Lease; provided, however, that if Lessor shall be delayed in
         substantially completing said work as a result of:


<PAGE>   41

         a.       Lessee's failure to approve the plans and specifications in
                  accordance with paragraph 2 hereof; or

         b.       Lessee's failure to furnish interior finish specifications,
                  i.e., paint colors, carpet selection, etc., to Lessor by the
                  fifth (5th) working day after Lessor has approved the plans
                  and specifications submitted by Lessee referred to in
                  paragraph 2 hereof; or

         c.       Lessee's request for materials, finishes or installations
                  other than Lessor's Building Standard; or

         d.       Lessee's changes in The Work; or

         e.       The performance of a person, firm, partnership or corporation
                  employed by Lessee and the completion of the said work by said
                  person, firm, partnership or corporation;

         then the Commencement Date of the term of said Lease shall be
         accelerated by the number of days of such delay and Lessee's obligation
         to pay Fixed Basic Rent and Additional Rent shall commence as of such
         earlier date.

13.      Lessor shall permit Lessee and its agents to enter the Premises prior
         to the Commencement Date in order that Lessee may perform through its
         own union contractors or employees such other work and decorations as
         Lessee may desire at the same time Lessor's contractors are working in
         the Premises. The foregoing license to enter prior to the Commencement
         Date, however, is conditioned upon:

         a.       Lessee's workmen and mechanics working in harmony and not
                  interfering with the labor employed by Lessor, Lessor's
                  mechanics or contractors or by any other Lessee or its
                  mechanics or contractors; and

         b.       Lessee providing Lessor with evidence of Lessee's contractors
                  and subcontractors carrying such worker's compensation,
                  general liability, personal and property insurance as required
                  by law and in amounts no less than the amounts set forth in
                  Article 30 of the Lease. If at any time such entry shall cause
                  disharmony or interference therewith, this license may be
                  withdrawn by Lessor upon forty-eight (48) hours written notice
                  to Lessee. Such entry shall be deemed controlled by all of the
                  terms, covenants, provisions and conditions of said Lease,
                  except as to the covenant to pay Fixed Basic Rent and
                  Additional Rent. Lessor shall not be liable in any way for any
                  injury, loss or damage which may occur to any of Lessee's
                  decorations or installations so made prior to the Commencement
                  Date, the same being solely at Lessee's risk.

14.      No part of the Premises shall be deemed unavailable for occupancy by
         the Lessee, or shall any work which the Lessor is obligated to perform
         in such part of the Premises be deemed incomplete for the purpose of
         any adjustment of Fixed Basic Rent payable hereunder, solely due to the
         non-completion of details of construction, decoration or mechanical
         adjustments which are minor in character and the non-completion of
         which does not materially interfere with the Lessee's use of such part
         of the Premises.

15.      Lessee is responsible for all costs related to the repairs and
         maintenance of any additional or supplemental HVAC systems, appliances
         and equipment installed to meet Lessee's specific requirements. Lessee
         shall purchase a service contract for this equipment so that the
         equipment is covered by such service contract each year of the term of
         the Lease.

16.      If construction is to occur in a space occupied by Lessee's employees,
         Lessee shall be liable for all costs associated with a delay if Lessee
         shall fail to comply with a submitted construction schedule to relocate
         personnel, furniture, or equipment. These costs shall include, but not
         be limited to the following:

         a.       cost of construction workers time wasted; and

         b.       cost of any overtime work necessary to meet schedule
                  deadlines; and

<PAGE>   42

         c.       any other costs associated with delays in final completion.

17.      This Workletter is based on the quantities and specifications listed
         herein. Any change to these specifications shall require the
         recalculation of the construction costs. Such recalculation shall not
         negate any other section of this Lease.

18.      With respect to the construction work being conducted in or about the
         Premises, each party agrees to be bound by the approval and actions of
         their respective construction representa tives. Unless changed by
         written notification, the parties hereby designate the following
         individuals as their respective construction representatives:

FOR LESSOR:  Chris Guderian                  FOR LESSEE:  
             c/o Cali Realty Corporation                  ---------------------
             11 Commerce Drive                            ---------------------
             Cranford, New Jersey 07016                   ---------------------
                                                          ---------------------


If the foregoing correctly sets forth our understanding, kindly sign this letter
agreement where indicated.


MONMOUTH/ATLANTIC REALTY                    DIGITAL LIGHTWAVE, INC.
ASSOCIATES, L.P., LESSOR:                   LESSEE:

By:      Cali Sub VII, Inc.
         Managing General Partner


By:                                         By:  
         --------------------------                ------------------------
         James G. Nugent                           Name:
         Vice President - Leasing                  Title:



<PAGE>   43




                                    EXHIBIT C

                                PRELIMINARY PLAN



<PAGE>   44




                                    EXHIBIT D

                             PERMITTED ENCUMBRANCES

The following are "Permitted Encumbrances" to which this Lease (and Lessee's
estate hereunder) are and shall be subject and subordinate:

1.       any and all Senior Encumbrances now or at any time hereafter in effect
         or constituting liens on or against the Premises; and

2.       all zoning regulations and ordinances of the State or the City and all
         other laws of every kind whatsoever, whensoever enacted; and

3.       utility company rights, licenses, and/or easements to maintain poles,
         lines, wires, towers, stations, cables, pipes, boxes and/or other
         fixtures or installations presently serving, crossing, existing, or
         granted on, under or with respect to the Building Area (none of which
         unreasonably or materially adversely affect Lessee's rights under this
         Lease); and

4.       all covenants, restrictions, easements, or reservations (if any) of
         record against the Building Area (none of which unreasonably or
         materially adversely affect Lessee's rights under this Lease); and

5.       encroachments, overlaps, boundary line disputes and other matters which
         would be disclosed by an accurate survey and inspection of the
         Premises.





                                     --END--




<PAGE>   45




                                    EXHIBIT E

                              ESTOPPEL CERTIFICATE

TO:  MORTGAGEE and/or its affiliates and/or whom else it may concern:

1.       The undersigned is the Lessee (Tenant) under that certain Lease dated
         __________, ___, 199__ by and between _____________________________, as
         Lessor (Landlord) and _____________________________, as Lessee,
         covering those certain premises commonly known and designated as
         __________ r.s.f. on the ________________ floor of
         _________________________, New Jersey.

2.       The Lease has not been modified, changed, altered or amended in any
         respect (except as indicated following this sentence) and is the only
         Lease or agreement between the undersigned and the Lessor affecting
         said premises. If none, state "none".

3.       The undersigned has made no agreements with Lessor or its agents or
         employees concerning free rent, partial rent, rebate of rental payments
         or any other type of rental concession (except as indicated following
         this sentence). If none, state "none".

4.       The undersigned has accepted and now occupies the premises, and is and
         has been open for business since _______________, l9___. The Lease term
         began __________________, 19___, and the rent for said premises has
         been paid to and including _________________ in conformity with the
         Lease agreement. No rent has been prepaid for more than two (2) months.
         The fixed minimum rent being paid as above is ________________, per
         month.

5.       The Lease is not in default and is in full force and effect. As of the
         date hereof, the undersigned is entitled to no credit, no free rent and
         no offset or deduction in rent.

6.       The undersigned has received or will receive payment or credit for
         tenant improvement work in the total amount of __________________ (or
         if other than cash, described below). If none state "none".

7.       The Lease does not contain and the undersigned doesn't have any
         outstanding options or rights of first refusal to purchase the premises
         or any part thereof or the real Building Area of which the premises are
         a part.

8.       No actions, whether voluntary or otherwise, are pending against the
         undersigned under the bankruptcy laws of the United States or any State
         thereof.

9.       The undersigned acknowledges that all the interest of Lessor in and to
         the above-mentioned Lease is being duly assigned to MORTGAGEE or one of
         its affiliates hereunder and that pursuant to the terms thereof all
         rental payments under said Lease shall continue to be paid to Lessor in
         accordance with the terms of the Lease unless and until you are
         otherwise notified in writing by MORTGAGEE, or its successor or
         assigns.

10.      The Lessee acknowledges all the interest of the Lessor in and to the
         Lease is being duly assigned to MORTGAGEE, and pursuant to the terms
         thereof, all rent payments under the Lease shall continue to be paid to
         the Lessor in accordance with the terms of the Lease unless and until
         the Lessee is notified otherwise in writing by MORTGAGEE or its
         successors or assigns.

It is particularly noted that:

         A.       Under the provisions of said assignment, the Lease cannot be
                  terminated (either directly or by the exercise of any option
                  which could lead to termination) or modified in any of its
                  terms, or consent be given to the release of any party having
                  liability thereon, without the prior written consent of
                  MORTGAGEE, or its successors and assigns, and without such
                  consent no rent may be collected or accepted more than two (2)
                  months in advance.

         B.       The interest of the Lessor in said Lease has been assigned to
                  MORTGAGEE, for the purposes specified in the assignment.
                  MORTGAGEE, or its successors and assigns, assumes no duty,
                  liability or obligation whatever under said Lease or any
                  extension or renewal thereof.

         C.       Any notices sent to MORTGAGEE or one of its affiliates should
                  be sent by registered mail and addressed to:
                  _____________________________________.

11.      The undersigned is authorized to execute this Tenant Estoppel
         Certificate on behalf of the Lessee.


Dated this          day of                   , 19   .
           --------        ------------------    ---
LESSEE:

By: 
   ---------------------------------



                              Exhibit E - Page (1)

<PAGE>   46


                                    EXHIBIT F
                          (COMMENCEMENT DATE AGREEMENT)


1.       PARTIES

         1.1      THIS AGREEMENT made the _________day of ________, 199__ is by
                  and between ________________ (hereinafter "Lessor") whose
                  address is c/o Cali Realty Corporation, 11 Commerce Drive,
                  Cranford, New Jersey 07016 and _________________________
                  (hereinafter "Lessee") whose address is
                  ________________________________________.

2.       STATEMENT OF FACTS

         2.1      Lessor and Lessee entered into a Lease dated ____________,
                  199__ (hereinafter "Lease") setting forth the terms of
                  occupancy by Lessee of approximately ________ rentable square
                  feet on the _____ (___) floor (hereinafter "Premises") at
                  _____________________________ (hereinafter "Building"); and

         2.2      The Term of the Lease is for ____________ (__) months with the
                  Commencement Date of the initial Term being defined in the
                  Preamble to the Lease as being subject to change under
                  Articles 27 and 43 thereof; and

         2.3      It has been determined in accordance with the provisions of
                  Articles 27 and 43 of the Lease that ___________, 199__ is the
                  Commencement Date of the Term of the Lease.

3.       AGREEMENT

               NOW, THEREFORE, in consideration of the Premises and the
         covenants hereinafter set forth, Lessor and Lessee agree as follows:

         3.1   The Commencement Date of the Term of the Lease is ___________ ,
               199__ and the Expiration Date thereof is _____________ , 199__
               and Articles 5 and 8 of the Preamble to the Lease shall be deemed
               amended accordingly.

         3.2   Article 9 of the Preamble to the Lease shall be deemed amended to
               reflect the actual total Fixed Basic Rent to be paid by Lessee
               during the Term as follows:

         3.3   This Agreement is executed by the parties hereto for the purpose
               of providing a record of the Commencement and Expiration Dates of
               the Lease, adjust the Term of the Lease and Fixed Basic Rent
               amount accordingly.

               EXCEPT as amended herein, the Lease covering the Premises shall
         remain in full force and effect as if the same were set forth in full
         herein and Lessor and Lessee hereby ratify and confirm all the terms
         and conditions thereof.

               THIS AGREEMENT shall be binding upon and inure to the benefit of
         the parties hereto and their respective legal representatives,
         successors and permitted assigns.

               EACH PARTY AGREES that it will not raise or assert as a defense
         to any obligation under the Lease or this Agreement or make any claim
         that the Lease or this Agreement is invalid or unenforceable due to any
         failure of this document to comply with ministerial requirements
         including, but not limited to, requirements for corporate seals,
         attestations, witnesses, notarizations, or other similar requirements,
         and each party hereby waives the right to assert any such defense or
         make any claim of invalidity or unenforceability due to any of the
         foregoing.

               IN WITNESS THEREOF, Lessor and Lessee have hereunto set their
         hands and seals the date and year first above written and acknowledge
         one to the other they possess the requisite authority to enter into
         this transaction and to sign this Agreement.

         -------------------------------          ---------------------------
         LESSOR                                   LESSEE

         By: Cali Sub VII, Inc.
             Managing General Partner


         By:                                      By:
             ---------------------------             ------------------------
             James G. Nugent                         Name:
             Vice President - Leasing             Title:





                              Exhibit F - Page (2)

<PAGE>   47



                                    EXHIBIT G

                              LETTER OF CREDIT FORM



                             Exhibit G - Page (1)