EXHIBIT 10.39


         THIS AGREEMENT, made the __ day of __________, 2000, by and between
STANLEY KARCZYNSKI, having an office at 180 Passaic Avenue, Fairfield, New
Jersey 07006, hereinafter called the "Landlord"; and ANDRX PHARMACEUTICALS (NJ),
INC., a Florida Corporation, having an office at 4001 S.W. 47th Avenue, Ft.
Lauderdale, Florida 33314, Attention: Scott Lodin, Esq., hereinafter called the
"Tenant".

                              W I T N E S S E T H :
                               - - - - - - - - - -

         WHEREAS, the Landlord owns in fee simple certain lands and premises in
the Township of Franklin, County of Somerset and State of New Jersey, which said
lands and premises are commonly known as 1600 Cottontail Lane, Franklin
Township, New Jersey (the "Property"), all as more particularly referred to and
described by metes and bounds on Schedule "A" annexed hereto and made a part
hereof; and

         WHEREAS, the Landlord has erected a building containing approximately
179,789 square feet (hereinafter called the "building") on the lands and
premises aforementioned, of which building the Tenant shall occupy approximately
55,943 square feet, measured from the outside dimensions of the exterior wall to
the center line of common wall (hereinafter called the "leased premises"), all
in accordance with the terms and conditions hereinafter mentioned and the
considerations herein expressed,

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

         1. LEASED PREMISES

                  The leased premises shall consist of approximately 55,943
square

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feet of the building, measured as described above as said building is located on
the Property, together with all improvements therein heretofore constructed by
the Landlord for the use of the Tenant, and together with all easements,
improvements, tenements, appurtenances, hereditaments, fixtures, rights and
privileges appurtenant thereto. A site plan of the building showing the location
of the leased premises is annexed hereto and made a part hereof as Schedule "B".
The street address of the leased premises is 1600 Cottontail Lane. Upon
completion of the demising wall pursuant to Article 4(a) hereof, Landlord, at
its expense, shall direct its architect to determine the square footage of the
leased premises and the building as actually constructed and certify as to same
to both Landlord and Tenant. If the square footage of the leased premises as
determined by Landlord's architect is greater or less than the amount specified
in this lease, then the square footage of the leased premises shall be adjusted
to equal the amount as so determined, and the Fixed Rent, and Tenant's Pro Rata
Share, as such terms are hereinafter defined, and any other amounts specified in
this lease as a function of square footage shall be adjusted proportionately.
Notwithstanding the foregoing, if the square footage of the leased premises as
determined by Landlord's architect exceeds one hundred two (102%) percent of the
square footage of the leased premises as specified in this lease, then Tenant
shall not be responsible for any Fixed Rent or additional rent or other charges
that would be payable with respect to the square footage in excess of such 102%
figure.

         2. TERM OF LEASE

                  2.1 The Landlord leases unto the Tenant and the Tenant hires
the leased premises for the term of five (5) years, to commence on April 1, 2000
(the "Commencement Date").

                  2.2 Notwithstanding the Commencement Date hereunder, Landlord
shall obtain and deliver a certificate of occupancy permitting Tenant's use and
occupancy of the leased premises in its current, "as is" condition, promptly
following

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execution of this lease. Thereafter, Tenant shall have the right to use and
occupy the leased premises subject to all of the terms and conditions of this
lease, except that Tenant shall not be responsible to pay any Fixed Rent or
additional rent which is applicable to the period prior to the Commencement
Date. The parties further agree to fully cooperate with each other in connection
with the work to be performed pursuant to Article 4 hereof.

         3. RENT

                  3.1 Commencing on the Commencement Date through the expiration
of the lease term, Tenant covenants and agrees to pay annual rent (hereinafter
called "Fixed Rent") in the amount of THREE HUNDRED SEVEN THOUSAND SIX HUNDRED
EIGHTY SIX AND 48/100 ($307,686.48) DOLLARS per annum (based on a rate of $5.50
per square foot per annum), payable in equal installments in the sum of TWENTY
FIVE THOUSAND SIX HUNDRED FORTY AND 54/100 ($25,640.54) DOLLARS per month.

                  The Tenant covenants and acknowledges that its agreement to
pay the Fixed Rent and additional rent set forth herein ("rent") without off-set
or deduction (except as otherwise expressly set forth in this lease) is a
material inducement by the Tenant to the Landlord to enter into the within lease
agreement. Tenant covenants and agrees that in the event of any material dispute
with respect to the within lease, its obligation to pay the rent shall continue
without abatement notwithstanding any such dispute (except as otherwise
expressly set forth in this lease), and the Tenant agrees that it shall seek
such other remedies as the law or equity may allow by way of plenary or summary
or declaratory proceedings with respect to such issues in dispute.

                  3.2 Anything hereinabove to the contrary notwithstanding, it
is expressly understood and agreed that the Tenant shall deliver to Landlord the
first monthly installment of Fixed Rent payable hereunder, together with the
security deposit hereinafter referred to, upon execution of this lease.

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                  3.3 Subject to the provisions of Article 3.4 hereof, the
Tenant's pro rata share for all lease purposes is hereby deemed to be 31.11%
(hereinafter called "Tenant's Pro Rata Share").


                  3.4 Any installment of rent accruing hereunder, and any other
sum payable hereunder by Tenant to Landlord, which is not paid prior to the
tenth (10th) day following Tenant's receipt of written notice from Landlord that
such sum is overdue, shall bear a late charge of five (5%) percent of such rent,
to be paid therewith, and the failure to pay such charge shall be a default
(subject to applicable notice and cure periods). Such late charge shall be
deemed to be additional rent hereunder. It is expressly understood and agreed
that the foregoing late charge is not a penalty, but agreed upon compensation to
the Landlord for administrative costs incurred by Landlord in connection with
any such late payment. In addition, any payment of rent, which is not paid
within thirty (30) days following Tenant's receipt of written notice from
Landlord that payment is overdue shall require the payment of interest at the
rate of one and one-half (1-1/2%) percent per month, calculated from the date
that such payment was due through the date that any such payment is actually
made.

         4. CONDITION OF THE LEASED PREMISES

                  (a) Landlord shall deliver the leased premises to Tenant in
its current "as is" condition, broom clean, and with all building systems
(including, without limitation, mechanical, electrical, plumbing, heating,
ventilating and air-conditioning ("hvac") and life safety systems) in good
repair and operating condition.

                  (b) Tenant, at its expense, shall have the right to construct
and install any and all alterations, additions, improvements, trade fixtures,
machinery, equipment, signage and furnishings as may be necessary or desirable
to permit Tenant to occupy same and conduct normal business operations
(including, without limitation, the installation of one or more supplemental
hvac units for the leased premises), subject to the terms and conditions of
Article 21 below and Tenant's compliance with

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applicable governmental laws,
ordinances, rules and regulations. Landlord (at Tenant's expense) shall
cooperate fully with Tenant in order for Tenant to obtain any and all permits,
licenses and approvals needed for any such items to be constructed or installed.

         5. USE

                  The Tenant covenants and agrees to use and occupy the leased
premises for offices, warehousing, light manufacturing and assembly,
distribution and research and development purposes only, which uses by Tenant,
however, are and shall be expressly subject to all applicable zoning ordinances,
rules and regulations of any governmental boards or bureaus having jurisdiction
thereof.

         6. REPAIRS AND MAINTENANCE

                  6.1 The Landlord, shall, with due diligence, at its own cost
and expense and without reimbursement by Tenant, make all repairs, maintenance
and necessary replacements to the structure and foundation of the building
(including without limitation the floor slab and interior and exterior load
bearing walls), and shall perform any required replacement of the roof and
parking area, provided that any damage to the foregoing is not caused by the
negligence of the Tenant, its servants, employees, invitees or agents, in which
case Landlord shall make any necessary replacement and/or repair such damage at
Tenant's sole cost and expense. The Landlord shall maintain and repair the
parking area, maintain and repair the roof, and repair, maintain and replace the
roof leaders, flashings, metal gravel stops, gutters and drains, and maintain
and repair all common areas, if any and the exterior of the building (excluding
Tenant's signs) it being understood that Tenant shall reimburse Landlord within
thirty (30) days after written demand (not more than one demand to be made per
month), for Tenant's Pro Rata Share of the cost of the foregoing, provided that
Landlord shall furnish to Tenant a breakdown of such cost and a computation of
Tenant's Pro Rata Share with respect thereto.

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                  6.2 The Tenant shall, except as provided in Article 6.1 above,
take good care of the leased premises and, at its cost and expense, keep and
maintain in good repair the leased premises, including, but not limited to the
floor coverings, loading docks, windows and doors, the air-conditioning and
heating plant, the plumbing, pipes and fixtures belonging thereto; and shall
replace, as needed, all working parts in connection with maintenance and repair
of the air-conditioning, electrical, heating and plumbing plants, fixtures and
systems, including ballasts and fluorescent fixtures; and shall keep the water
and sewer pipes and connections free from ice and other obstructions, and shall
generally maintain and repair the leased premises and shall, at the end of the
expiration of the term, deliver up the leased premises in good order and
condition, damages by the elements, and ordinary wear and tear excepted. The
Tenant covenants and agrees that it shall not cause or permit any waste (other
than reasonable wear and tear), damage or disfigurement to the leased premises,
or any overloading of the floors of the building, constituting part of the
leased premises.

                  6.3 The Tenant shall reimburse the Landlord for Tenant's Pro
Rata Share of the Landlord's total expense in maintaining, repairing and
replacing the lawns and shrubbery, and in maintaining the driveways and parking
areas of the entire Property, which said sum shall be paid by the Tenant to the
Landlord within thirty (30) days from the date of billing together with a
complete breakdown of the cost items and computation of Tenant's Pro Rata Share
with respect thereto. The Landlord shall also keep the walks and parking area
applicable to the entire Property free and clear of ice, snow and debris, with
Tenant being responsible for Tenant's Pro Rata Share of such expenses.

         7. UTILITIES

                  The Tenant shall, at its own cost and expense, pay all utility
meter and service charges attributable to the leased premises as separately
metered (installation of such separate metering to be at Landlord's expense),
including gas,

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electric and water charges, if any, janitorial and garbage disposal services.
Tenant shall be permitted to place a dumpster in the parking area adjacent to
the leased premises, provided that Landlord shall have the right to reasonably
determine the location of such dumpster from time to time. The Tenant shall
reimburse the Landlord for Tenant's Pro Rata Share of all costs and expenses
related to common area electric, sewer and standby sprinkler charges, if any,
for the entire Property, said amounts to be paid by Tenant within thirty (30)
days of receipt of Landlord's invoice therefor containing a complete breakdown
of the cost items and a computation of Tenant's Pro Rata Share with respect
thereto.

         8. TAXES

                  8.1 The Tenant shall, during the term of the lease, promptly
pay quarterly, before such taxes are due, together with the Fixed Rent to be
paid pursuant to Article 3, one-fourth (1/4th) of Tenant's Pro Rata Share of all
real estate taxes assessed against the Property for land, building and
improvements, including such added assessment or omitted assessment which may be
levied against the Property for the year 2000, et seq., by the applicable
governmental taxing authority, said obligation to be prorated as of the
Commencement Date and as of the date of expiration hereunder as applicable. In
addition, the Tenant shall, during the term of this lease, pay at its cost and
expense, Tenant's Pro Rata Share of any levy for the installation of local
improvements affecting the Property as may be assessed by any governmental
boards or bureaus having jurisdiction thereof. Any assessment or impositions for
capital or public improvements which may be payable by law at the option of the
taxpayer in installments, may be so paid by the Tenant in installments, as to
Tenant's Pro Rata Share thereof, together with any required interest. The real
estate tax obligation of the Tenant hereinabove set forth shall include Tenant's
Pro Rata Share, if levied, of any tax or imposition which may be levied by any
governmental authority, agency or subdivision thereof having jurisdiction
applicable to parking lot usage. The

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Landlord shall furnish to Tenant annually a copy of the annual real estate tax
bill and a breakdown of Tenant's Pro Rata Share thereof. In the event of any
change in tax rate or assessment which shall require an adjustment of increase
or decrease in Tenant's annual tax obligation, such difference shall be adjusted
by Landlord and Tenant annually during the month of August of each lease year.

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

                  8.3 Nothing in this lease contained shall require the Tenant
to pay any franchise, estate, inheritance, succession, capital levy or transfer
tax of the Landlord, or Federal Income Tax, State Income Tax, or excess profits
or revenue tax, unless such taxes are in substitution for real property taxes as
a result of such change in the manner and scope of taxation as hereinbefore
provided in Article 8.2.

                  8.4 Anything herein contained to the contrary notwithstanding,
in the event during the term of the lease the Landlord's then first mortgagee
shall require in writing, as a condition of said mortgage, that there be monthly
tax payments deposited with mortgagee in order that mortgagee may pay annual tax
obligations in accordance with the law, then and in that event, Tenant agrees
that it will, upon written notice by the Landlord to Tenant, pay to the Landlord
together with the monthly Fixed Rent, one-twelfth (1/12th) of the annual taxes
as may be required by such mortgagee.

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Such monthly tax payments shall be reconciled annually based on the actual tax
bill for the year in question.

                  8.5 If Landlord receives any rebate or refund of any
previously paid expense (such as, for example, if an appeal or contest of real
estate taxes by Landlord results in a rebate or refund of previously paid
taxes), Tenant shall receive the benefit of its proportionate share of the
refund.

         9. INSURANCE

                  9.1 The Landlord will, at the pro rata cost and expense of the
Tenant, obtain for the benefit of the Landlord, wherein the Landlord shall be
the named insured, fire insurance with full extended coverage, including flood
insurance if required by Landlord or its first mortgagee, insuring the building
and all of its improvements, in an amount and value equivalent to the full
replacement value of all the insurable improvements located on the Property,
without any deductible clause, which policy of insurance shall include broad
form boiler and machinery coverage (inclusive of air-conditioning system, if
any), if applicable, together with insurance coverage against sprinkler damage
to the building and its improvements. Said insurance, in any event, shall not be
less than the amounts of insurance required by any first mortgage which may be
placed on the Property by the Landlord and shall be in such form as any such
bona fide mortgagee may reasonably require. The Landlord shall have the right
from time to time to reasonably determine the full replacement value as may be
required to comply with full replacement insurance requirements. The insurance
to be obtained by Landlord shall include casualty rent insurance payable to and
insuring the interest of the Landlord as to the value of the rental obligation
hereunder to the extent of one (1) year's gross rental value, inclusive of real
estate taxes and applicable insurance premium.

                  9.2 The Tenant covenants and agrees that it will, at its sole
cost and expense, carry (i) liability insurance covering the leased premises in
the minimum

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amount of ONE MILLION ($1,000,000.00) DOLLARS per accident for one (1) person,
THREE MILLION ($3,000,000.00) DOLLARS per accident for two (2) or more persons,
and a minimum amount of TWO HUNDRED FIFTY THOUSAND ($250,000.00) DOLLARS for
property damage, and the Tenant further covenants and agrees that it will add as
an additional party insured by such policy the interest of the Landlord and will
furnish Landlord with a certificate of said liability insurance, and (ii)
property insurance which shall insure at replacement cost, without deductible,
all property, fixtures, and equipment in or about the leased premises, such
property insurance to cover at a minimum the perils provided under a standard
fire and full extended coverage form, including without limitation coverage
against sprinkler leakage.

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

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

                  9.5 Tenant shall pay to Landlord Tenant's Pro Rata Share of
the cost of all insurance provided by Landlord hereunder, except that Tenant
shall pay the full premium for casualty rent insurance attributable to Tenant's
leased premises, which

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payment shall be made by Tenant to Landlord within thirty (30) days after
written demand, which demand shall include a copy of the insurance premium bill
and Certificate of Insurance, together with a computation of Tenant's monetary
obligations in connection therewith.

         9A. PASS-THROUGH EXPENSES

                  9A.1 In connection with Tenant's Pro Rata Share of the
expenses being passed-through to Tenant pursuant to Articles 6, 7, 8 and 9 of
this lease, (i) if Landlord receives any rebate or refund of any previously paid
expense (such as, for example, if an appeal or contest of real estate taxes by
Landlord results in a rebate or refund of previously paid taxes), Tenant shall
receive the benefit of its proportionate share of the refund, and (ii) Landlord
will not bill such expenses to Tenant more than once per month, except for taxes
which will be billed quarterly.

                  9A.2 During the term or any extension thereof, Tenant shall
have the right to cause Landlord's books and records with respect to the
pass-through of all such expenses and Tenant's Pro Rata Share thereof to be
audited by an independent certified public accountant or a lease auditing firm
of Tenant's choosing. Landlord shall cause such books and records to be made
available for such inspection during such normal business hours and at such
location where Landlord regularly keeps its books and records, upon ten (10)
days' prior notification to Landlord. Such audit shall be done in accordance
with generally accepted accounting principles, consistently applied. If, at the
conclusion of such audit, Tenant's audit of such expenses indicates that Tenant
made any overpayment to Landlord, Landlord shall remit the amount of such
overpayment to Tenant within thirty (30) days after receipt of notice from
Tenant of the amount of such overpayment. Should Landlord disagree with the
results of Tenant's audit, Landlord and Tenant shall refer the matter to a
mutually acceptable independent certified public accountant, who shall work in
good faith with Landlord and Tenant to resolve the discrepancy. The fees and
costs of such independent accountant to which

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such dispute is referred shall be borne by the unsuccessful party and shall be
shared pro rata to the extent each party is unsuccessful as determined by such
independent certified public account, whose decision shall be final and binding.

         10. SIGNS

                  The Tenant shall have the right and privilege of erecting on
and at the leased premises only such signs as are required by Tenant for the
purpose of identifying the Tenant. Tenant shall have the right to construct a
monument sign in front of the leased premises and to install signage on the
doors and the contiguous glass panels of the leased premises, all at Tenant's
sole cost and expense. Said signs shall comply with the applicable rules and
regulations of the applicable governmental boards and bureaus having
jurisdiction thereof. Installation of all such signs shall be subject to the
prior written consent and approval of the Landlord, which shall not be
unreasonably withheld. It is expressly understood and agreed that the Tenant
shall not erect or construct any signs on the roof or the exterior walls of the
building.

         11. FIXTURES

                  11.1 Subject to the limitations contained in Article 11.2
below, the Tenant is given the right and privilege of installing and removing
property, equipment and fixtures in the leased premises during the term of the
lease. However, if the Tenant is in default and moves out, or is dispossessed as
a result of an uncured default by Tenant, and fails to remove any property,
equipment and fixtures or other property prior to such dispossession or removal,
then and in that event, the said property, equipment and fixtures or other
property shall be deemed at the option of the Landlord, to be abandoned; or in
lieu thereof, at the Landlord's option, the Landlord may remove such property
and charge the reasonable cost and expense of removal, storage and disposal of
such property to the Tenant.

                  11.2 Anything to the contrary contained herein
notwithstanding, it is expressly understood and agreed that the Tenant may
install, connect and operate

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equipment as may be deemed necessary by the Tenant for its business, subject to
compliance with applicable rules and regulations of governmental boards and
bureaus having jurisdiction thereof. Subject to the terms and conditions of this
lease, the machinery, fixtures and equipment belonging to the Tenant shall at
all times be considered and intended to be personal property of the Tenant, and
not part of the realty, and subject to removal by the Tenant, provided at the
time of such removal, that the Tenant, at its own cost and expense, pays for any
damage to the leased premises caused by such removal. Notwithstanding the above,
it is expressly understood and agreed that Tenant may not remove any of its
equipment, fixtures, machinery or other property which is physically connected
to the structure of the leased premises, unless Tenant repairs any damage caused
by such removal and restores the leased premises to a tenantable whole.

         12. GLASS

                  The Tenant expressly covenants and agrees to replace any
broken glass in the windows or other apertures of the leased premises which may
become damaged or destroyed, at Tenant's cost and expense.

         13. ASSIGNMENT AND SUBLETTING

                  13.1 The Tenant may not assign this lease or sublet the leased
premises or any part thereof, unless it shall first advise the Landlord in
writing, by certified mail, return receipt requested, of its intention to assign
or sublease. In such event the Landlord shall have ten (10) business days from
receipt of such notice to elect to consent or not to consent to the assignment
of the lease or the sublease of the leased premises, but which consent shall not
be unreasonably withheld or delayed, providing only the proposed assignee or
subtenant is financially responsible, and any such assignee shall assume in
writing the terms and conditions of the within lease on the part of the Tenant
to be performed. In connection with any permitted assignment or subletting,
except in connection with Article 13.2, the Tenant shall pay to the Landlord

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one half of any increment in rent or other consideration received by Tenant per
square foot per annum over the annual Fixed Rent in effect from time to time
hereunder but subject to Tenant first recouping any and all brokerage fees, cost
of alterations, attorneys' fees, marketing costs and other costs incurred in
connection with the assignment or sublease. In the event Landlord's mortgagee
succeeds to the interest of Landlord hereunder and is advised by its counsel
that all or any portion of the rent payable by Tenant hereunder is or may be
deemed to be unrelated business income within the meaning of the United States
Internal Revenue Code or Regulations issued thereunder, mortgagee, as landlord,
shall have the right at any time from time to time to amend unilaterally the
provisions of this lease, and Tenant agrees that it will execute all documents
reasonably necessary to effect any such amendment, provided that no such
amendment shall increase Tenant's payment obligations or other liability under
this lease or reduce Landlord's obligations hereunder.

                  13.2 The Landlord's consent shall not be required and the
terms and conditions of Article 13.1 shall not apply if the Tenant assigns this
lease or subleases all or any part of the leased premises from time to time to a
parent, subsidiary, affiliate or a company into which Tenant is merged or with
which Tenant is consolidated, or to the purchaser of all or substantially all of
the assets or capital stock of Tenant.

                  13.3 In the event of any assignment or subletting permitted by
the Landlord, the Tenant shall remain and be directly and primarily responsible
for payment and performance of the within lease obligations, and the Landlord
reserves the right, at all times, to require and demand that the Tenant pay and
perform the terms and conditions of this lease. No such assignment or subletting
shall be made to any Tenant who shall occupy the leased premises for any use
other than that which is permitted to the Tenant, or for any use which may be
deemed disreputable or extra hazardous, or which would in any way violate
applicable laws, ordinances or rules and regulations of

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governmental boards and bodies having jurisdiction.

         14. FIRE AND CASUALTY

                  14.1 In case of any damage to or destruction of any of the
building or the leased premises by fire or other casualty occurring during the
term of this lease which is not covered by the insurance required to be carried
by Article 9.1 (but Landlord recognizes its obligation to maintain full
replacement cost coverage), or which cannot be repaired within one hundred
eighty (180) days from the happening of such casualty, then, in such event, the
term hereby created shall, at the option of either party, upon written notice to
the other by certified mail, return receipt requested, within thirty (30) days
of such fire or casualty, cease and become null and void from the date of such
destruction or damage. However, if neither party shall elect to cancel this
lease within the thirty (30) day period hereinabove provided, the Landlord shall
thereupon repair and restore the leased premises with reasonable speed and
dispatch, and the rent shall not be accrued after said damage or while the
repairs and restorations are being made, but shall recommence immediately after
the leased premises are restored to substantially the same condition existing
prior to such casualty. Landlord, in any event, shall advise Tenant in writing,
within the aforementioned thirty (30) day period, as to whether or not the
leased premises can be restored within the one hundred eighty (180) day period
from the date of such casualty. Anything in this Article 14 to the contrary
notwithstanding, it is expressly understood and agreed that the Landlord shall
be obligated to restore the leased premises and the building only to the extent
of such cost as will be equivalent to the proceeds received by Landlord pursuant
to the fire insurance and extended coverage to be provided to Landlord as in
Article 9 provided (but Landlord recognizes its obligation to maintain full
replacement cost coverage). If the insurance proceeds are not sufficient to
restore the leased premises and the building to substantially the same condition
which they were in prior to the casualty, then the Landlord shall have a period
of thirty (30) days within which to determine

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whether to terminate the term hereby created, unless the Landlord and Tenant
shall mutually agree to the funding of any such excess construction costs. In
the event of cancellation in accordance with this paragraph, the Tenant shall
promptly surrender the leased premises and the Tenant's interest in said lease
to the Landlord, and the Tenant shall only pay rent to the time of such
destruction or damage, in which event, the Landlord may re-enter and repossess
the leased premises thus discharged from this lease and may remove all parties
therefrom.

                  14.2 In the event of any insured casualty which shall be
repairable within one hundred eighty (180) days from the happening of such
damage or casualty, and which repair and replacement is fully covered by
insurance proceeds, the Landlord shall repair and restore the leased premises
with reasonable speed and dispatch, and the rent shall abate and be equitably
apportioned as the case may be as to any portion of the leased premises which
shall be unfit for occupancy by the Tenant, or which cannot be used by the
Tenant so as to conduct its business. The rent, however, shall accrue and
recommence immediately upon restoration of the leased premises.

                  14.3 Nothing hereinabove contained with respect to the
Tenant's right to abate rent under proper conditions shall be construed to limit
or affect the Landlord's right to payment from its insurance company under any
claim for damages covered by the rent insurance policy pursuant to the contract
therefor required to be provided pursuant to Article 9 of this lease.

                  14.4 For the purposes of this Article 14, in determining what
constitutes reasonable speed and dispatch, consideration shall be given for
delays which would be excuses for non-performance as in Article 27 hereinafter
provided (Force Majeure), but in no event shall the delay cause the excuse of
performance for more than sixty (60) days.

                  14.5 In the event of such fire or casualty as above provided,

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

                  14.6 Anything in this Article 14 to the contrary
notwithstanding, it is expressly understood and agreed that wherever
reconstruction shall be undertaken, in the event of damage or casualty as in
this Article 14 provided, the Landlord shall prosecute such reconstruction with
reasonable speed and dispatch. In the event, however, such reconstruction or
repair shall not be completed within two hundred ten (210) days from the date of
such damage or casualty, then, in that event, the Tenant shall have the option
at the expiration of the two hundred ten (210) day period to terminate the lease
by notice in writing by Tenant to Landlord by certified mail, return receipt
requested. In the event of such termination, neither party shall thereafter have
any further liability, one to the other, in accordance with the terms and
conditions of the lease. The Landlord during such period of reconstruction shall
give the Tenant reasonable notice of the date on which the leased premises shall
be ready for re-occupancy.

         15. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

                  15.1 (i) The Tenant covenants and agrees that upon acceptance
and occupancy of the leased premises, it will, during the lease term, promptly,
at Tenant's cost and expense, execute and comply with all statutes, ordinances,
rules, orders, regulations and requirements of the Federal, State and City
Government and of any and all their departments and bureaus, applicable to the
leased premises, as the same may require correction, prevention and abatement of
nuisances,

<PAGE>


violations or other grievances, in, upon or connected with the leased premises,
arising from the operations of the Tenant therein.

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

                       (iii) The Tenant covenants and agrees that it will not
permit the emission of any objectionable sound, noise or odors which would be
violative of any applicable governmental rule or regulation. The Tenant further
covenants and agrees that it will handle and dispose of all rubbish, garbage and
waste in connection with the Tenant's operations in the leased premises in
accordance with reasonable regulations established by the Landlord from time to
time in order to keep the leased premises in an orderly condition and in order
to avoid unreasonable emission of dirt, fumes, odors or debris which may
constitute a nuisance or induce pests or vermin.

                  15.2 In case the Tenant shall fail or neglect to comply with
the aforesaid statutes, ordinances, rules, orders, regulations and requirements
or any of them, or in case the Tenant shall neglect or fail to make any
necessary repairs, then the Landlord or the Landlord's agents may after thirty
(30) days' notice (except for (i) emergency repairs, which may be made
immediately, and (ii) repairs which reasonably require more than thirty (30)
days, in which case Tenant shall have a reasonable time to perform the repairs)
enter said leased premises and make said repairs and comply with any and all of
the said statutes, ordinances, rules, orders, regulations or requirements, at
the cost and expense of the Tenant and in case of the Tenant's failure to pay
therefor, the said cost and expense shall be added to the next month's rent and
be due and payable as such. This provision is in addition to the right of the
Landlord to

<PAGE>


terminate this lease by reason of any default on the part of the Tenant.

                  15.3 Without limiting anything hereinabove contained in this
Article 15, with respect to Tenant's business operations in the leased premises,
Tenant expressly covenants and agrees to fully comply with the provisions of the
New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et seq.) hereinafter
referred to as "ISRA", and all regulations promulgated thereto (or under its
predecessor statute, the New Jersey Environmental Cleanup Responsibility Act)
prior to the expiration or earlier termination of the within lease, or at any
time that any action of the Tenant triggers the applicability of ISRA. In
particular, the Tenant agrees that it shall comply with the provisions of ISRA
in the event of any "closing, terminating or transferring" of Tenant's
operations, as defined by and in accordance with the regulations which have been
promulgated pursuant to ISRA. In the event evidence of such compliance is not
delivered to the Landlord prior to surrender of the leased premises by the
Tenant to the Landlord, it is understood and agreed that the Tenant shall be
liable to pay to the Landlord an amount equal to the annual Fixed Rent then in
effect, prorated on a monthly basis, together with all applicable additional
rent from the date of such surrender until such time as evidence of compliance
with ISRA has been delivered to the Landlord, and together with any reasonable
costs and expenses incurred by Landlord in enforcing Tenant's obligations under
this Article 15.3. Evidence of compliance, as used herein, shall mean a "letter
of non-applicability" issued by the New Jersey Department of Environmental
Protection, hereinafter referred to as "NJDEP", or an approved "negative
declaration", "no further action letter" or a "remediation action workplan"
which has been fully implemented and approved by NJDEP. Evidence of compliance
shall be delivered to the Landlord, together with copies of all submissions made
to, and received from, the NJDEP, including all environmental reports, test
results and other supporting documentation. In addition to the above, Tenant
hereby agrees that it shall cooperate with Landlord (at Landlord's expense) in
the event of the termination or expiration of

<PAGE>


any other lease affecting the Property, or a transfer of any portion of the
property indicated on Schedule "A", or any interest therein, which triggers the
provisions of ISRA. In such case, Tenant agrees that it shall fully cooperate
with Landlord (at Landlord's expense) in connection with any information or
documentation which may be requested by the NJDEP. In the event that any
remediation of the Property is required in connection with the conduct by Tenant
of its business in the leased premises, Tenant expressly covenants and agrees
that it shall be responsible for that portion of said remediation which is
attributable to the Tenant's use and occupancy thereof. Tenant hereby represents
and warrants that to the best of its knowledge its Standard Industrial
Classification No. is 2834, and that Tenant shall not generate, manufacture,
refine, transport, treat, store, handle or dispose of "hazardous substances" as
the same are defined under ISRA and the regulations promulgated pursuant
thereto, except in compliance with all applicable laws, rules, and regulations.
Tenant hereby agrees that it shall promptly inform Landlord of any change in its
SIC number or the nature of the business to be conducted in the leased premises.
Landlord hereby agrees that it shall indemnify, defend and save harmless the
Tenant from and against any and all claims or liabilities incurred in connection
with the environmental condition of the leased premises existing as of the
Commencement Date hereunder. The within covenants shall survive the expiration
or earlier termination of the lease term.

                  15.4 Notwithstanding anything to the contrary contained in
this lease, Landlord covenants that, as of the date hereof, to the best of its
knowledge, the leased premises and the building complies with all federal, state
and local laws, ordinances, rules and regulations applicable to the leased
premises as of the date hereof, including, without limitation, applicable
environmental laws, zoning, building and fire codes and the Americans with
Disabilities Act and the regulations promulgated thereunder.

                  15.5 To the extent the presence in or about the building of

<PAGE>


hazardous substances or materials is not caused by Tenant, its agents, employees
or contractors, Tenant will not be liable for the clean-up, removal, and
disposal costs thereof.

         16. INSPECTION BY LANDLORD

                  The Tenant agrees that the Landlord's agents, and other
representatives, shall have the right to enter into and upon the leased
premises, or any part thereof, at all reasonable hours upon reasonable prior
oral notice for the purpose of examining the same, or for exhibiting the same to
prospective tenants (only in the last six (6) months of the term or at any time
that Tenant is in default hereunder) and purchasers in the presence of a
representative of Tenant or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof, without unduly or
unreasonably disturbing the operations of the Tenant (except in the event of
emergency).

         17. DEFAULT BY TENANT

                  17.1 Each of the following shall be deemed a default by Tenant
and breach of this lease:

                           (1) (i) filing of a petition by the Tenant for
                  adjudication as a bankrupt, or for reorganization, or for an
                  arrangement under any federal or state statute.

                               (ii) dissolution or liquidation of the Tenant.

                               (iii) appointment of a permanent receiver or a
                  permanent trustee of all or substantially all the property of
                  the Tenant.

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

                               (v) making by the Tenant of an assignment for the
                  benefit of creditors.

                               (vi) abandonment, vacation or desertion of the
                  leased premises by the Tenant; provided, however, vacation
                  shall not be an event of default if Tenant is paying, when
                  due, all rent payable to Landlord hereunder and

<PAGE>


                  is timely performing its obligations under this lease.

                  If any event mentioned in this subdivision (1) shall occur,
Landlord may thereupon or at any time thereafter elect to cancel this lease by
thirty (30) days' notice to the Tenant, and this lease shall terminate on the
day in such notice specified with the same force and effect as if that date were
the date herein fixed for the expiration of the term of the lease.

                           (2) (i) Default in the payment of the rent or
                  additional rent herein reserved or any part thereof for a
                  period of seven (7) days following Tenant's receipt of written
                  notice from Landlord that same is overdue.

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

                  17.2 In case of any such default under Article 17.1(2) and at
any time thereafter following the expiration of the respective grace periods
above mentioned, Landlord may serve a notice upon the Tenant electing to
terminate this Lease upon a specified date not less than seven (7) days nor more
than thirty (30) days after the date of serving such notice and this Lease shall
then expire on the date so specified as if that date has been originally fixed
as the expiration date of the term herein granted; however, a default under
Article 17.1(2) hereof shall be deemed waived if such default is made good
before the date specified for termination in the notice of termination served on
Tenant.

                  17.3 In case this Lease shall be terminated as hereinbefore
provided, or by summary proceedings or otherwise, Landlord or its agents may,
immediately or any time thereafter, re-enter and resume possession of the leased

<PAGE>


premises or such part thereof, and remove all persons and property therefrom,
either by summary proceedings or by a suitable action or proceeding at law
without being liable for any damages, provided any entry pursuant to the
foregoing shall be in accordance with law. No re-entry by Landlord shall be
deemed an acceptance of a surrender of this lease.

                  17.4 In case this lease shall be terminated as hereinafter
provided, or by summary proceedings or otherwise, Landlord may, in its own name
and in its own behalf, relet the whole or any portion of the leased premises,
for any period equal to or greater or less than the remainder of the then
current term, for any sum which it may deem reasonable, to any tenant which it
may reasonably deem suitable and satisfactory, and for any use and purpose which
it may reasonably deem appropriate, and in connection with any such lease
Landlord may make such reasonable changes in the character of the improvements
on the leased premises as Landlord may reasonably determine to be appropriate or
helpful in effecting such lease and may grant concessions or free rent. Landlord
agrees that it will take reasonable steps to mitigate Tenant's damages. Landlord
shall not in any event be required to pay Tenant any surplus of any sums
received by Landlord on a reletting of the leased premises in excess of the rent
reserved in this lease.

                  17.5 (1) In case this lease be terminated by summary
proceedings, or otherwise, as provided in this Article 17, and whether or not
the leased premises be relet, Landlord shall be entitled to recover from the
Tenant, the following:

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

                               (ii)A sum equal to all damages set forth in this
                  Article 17 and in Article 18 hereinafter referred to.

<PAGE>


                       (2) Without any previous notice or demand, separate
actions may be maintained by Landlord against Tenant from time to time to
recover any damages which, at the commencement of any such action, have then or
theretofore become due and payable to the Landlord under this Article 17 and
subsections hereof without waiting until the end of the then current term.

                       (3) All sums which Tenant has agreed to pay by way of
taxes, sewer charges, water rents or water meter charges, insurance premiums and
other similar items becoming due from time to time under the terms of this
lease, shall be deemed additional rent reserved in this lease within the meaning
of this Article 17 and subsections hereof.

                       (4) Notwithstanding anything in this lease to the
contrary, all amounts payable by Tenant to or on behalf of Landlord under this
lease, whether or not expressly denominated as rent, shall constitute rent for
the purposes of section 502(b)(6)of the Bankruptcy Code, 11 U.S.C. Section
502(b)(6), or any successor statute.

         18. LIABILITY OF TENANT FOR DEFICIENCY

                  In the event that the relation of the Landlord and Tenant may
cease or terminate by reason of the uncured default by the Tenant and the
re-entry of the Landlord as permitted by the terms and conditions contained in
this lease or by the ejectment of the Tenant by summary proceedings or other
judicial proceedings, or after the abandonment of the leased premises by the
Tenant without continuing to pay rent when due and the performance of its
obligations under this lease, it is hereby agreed that the Tenant shall remain
liable to pay in monthly payments the rent which shall accrue subsequent to the
re-entry by the Landlord, and the Tenant expressly agrees to pay as damages for
the breach of the covenants herein contained the difference between the rent
reserved and the rent collected and received, if any, by the Landlord, during
the remainder of the unexpired term, as the amount of such difference or

<PAGE>


deficiency shall from time to time be ascertained. Anything herein contained to
the contrary notwithstanding, the rent referred to shall include the stated
Fixed Rent, together with all additional rent and charges required to be paid by
the Tenant under the lease including, but not limited to, taxes and insurance
costs, and the reasonable costs of re-renting.

         19. NOTICES

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

                  All notices required or permitted to be given to the Tenant
shall be given by certified mail, return receipt requested, at the address
hereinbefore set forth on the first page of this lease, and/or such other place
as the Tenant shall designate in writing, and in any case with a copy to the
leased premises, Attention: Guahua Zhang.

                  All notice shall be deemed to be effective upon receipt,
unless the same are undeliverable or unclaimed, in which event said notices
shall be deemed to be effective upon mailing.

         20. NON-WAIVER

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

         21. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS

<PAGE>


                  21.1 The Tenant may make alterations, additions or
improvements to the leased premises only with the prior written consent of the
Landlord, which consent shall not be unreasonably withheld, provided such
alterations, additions or improvements do not require structural changes in the
leased premises, and do not lessen the value of the leased premises or the
building. Tenant shall furnish detailed plans and specifications to Landlord
with respect to any alterations, additions, or improvements which Tenant may
make. Landlord hereby consents to the construction floor plans annexed hereto
and made a part hereof as Schedule "C". As a condition of such consent, Landlord
reserves the right to require Tenant to remove, at Tenant's sole cost and
expense, any such alterations or additions prior to the expiration of the lease
term and to restore the leased premises to the condition existing prior to the
making of such alterations or additions. If Landlord does not require such
removal, any such alterations or additions shall be deemed to be part of the
realty upon installation, provided that Tenant, at its option, shall have the
right to remove the same, provided it shall be responsible to repair any damage
to the building or the leased premises occasioned by such removal, and provided
such removal is made prior to the expiration of the lease term. All such
alterations, additions or improvements shall be made only in conformity with
applicable governmental and insurance company requirements and regulations
applicable to the leased premises. Tenant shall indemnify, defend and save
harmless the Landlord against any claim for damage or injury in connection with
any of the foregoing work which Tenant may make as hereinabove provided.
Anything in this Article 21.1 to the contrary notwithstanding, Tenant shall not
be required to obtain Landlord's prior written consent for non-structural
alterations if the aggregate cost of a single alteration project shall be less
than $10,000.00.

                  21.2 Nothing herein contained shall be construed as a consent
on the part of the Landlord to subject the estate of the Landlord to liability
under the

<PAGE>


Construction Lien Law of the State of New Jersey, it being expressly understood
that the Landlord's estate shall not be subject to such liability.

         22. NON-LIABILITY OF LANDLORD

                  22.1 It is expressly understood and agreed by and between the
parties to this agreement that the Tenant shall assume all risk of damage to its
property, equipment and fixtures occurring in or about the leased premises,
except for damage caused by the Landlord's negligence or willful misconduct.
Landlord shall not be liable for any cost incurred by Tenant for damage to its
property, equipment or fixtures to the extent that the amount and nature of
liability is covered by insurance which Tenant is required to maintain pursuant
to Article 9 of this lease.

                  22.2 It is expressly understood and agreed that in any event
the Landlord shall not be liable for any damage or injury to property or person
caused by or resulting from steam, electricity, gas, water, rain, ice or snow,
or any leak or flow from or into any part of said building, or from any damage
or injury resulting or arising from any other cause or happening whatsoever,
except to the extent any of the foregoing is caused by the negligence or willful
misconduct of Landlord, its agents, employees or contractors.

         23. WARRANTY OF TITLE

                  Landlord represents that it has fee simple title to the
Property and that it has the full right, capacity and authority to enter into
the within lease agreement. Landlord further represents that no restrictive
covenant, easement, lease or other written agreement restricts, prohibits or
otherwise affects Tenant's rights set forth in this lease, including without
limitation parking rights, rights to signage, construction, permitted use or
ingress and egress to and from the leased premises unless Landlord has
previously obtained the consent therefor.

         24. RESERVATION OF EASEMENT

                  The Landlord reserves the right, easement and privilege to
enter on

<PAGE>


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

         25. AIR, GROUND AND WATER POLLUTION

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

         26. LIMIT OF LANDLORD'S LIABILITY

                  Except for Landlord's fraud, conversion or willful misconduct,
Tenant shall look solely to Landlord's estate and property in the building and
Property (which includes, without limitation, the proceeds of sale, insurance,
condemnation and rents) for the enforcement of any judgment or decree requiring
the payment of money to Tenant by reason of any default or breach by Landlord
under the Lease. Except for Landlord's fraud, conversion or willful misconduct,
in no event shall there be any personal liability on the part of Landlord beyond
its interest in the building and Property

<PAGE>


and no other assets of Landlord shall be subject to levy, execution, attachment
or any other legal process.

         27. FORCE MAJEURE

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

         28. STATEMENTS BY LANDLORD AND TENANT

                  Landlord and Tenant agree at any time and from time to time
upon not less than ten (10) days' prior notice from the other to execute,
acknowledge and deliver to the party requesting same, a statement in writing,
certifying that this lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), that it is not in default (or if
claimed to be in default, stating the amount and nature of the default) and
specifying the dates to which the Fixed Rent, additional rent and other charges
have been paid in advance, if any, setting forth the Commencement Date and the
date of expiration of the lease term, and providing such other information as
reasonably requested by Landlord; it being intended that any such statement
delivered pursuant to this paragraph may be relied upon as to the facts
contained therein.

         29. CONDEMNATION

                  29.1 If due to condemnation or taking or seizure by any
authority having the right of eminent domain, (i) more than ten (10%) per cent
of the leased premises is taken, or (ii) in the event that more than ten (10%)
per cent of the Property

<PAGE>


is taken (including the parking areas, but exclusive of front, side and rear set
back areas), or (iii) if access to the leased premises be denied, which taking
in the manner hereinabove referred to and in excess of the foregoing percentage
amounts shall unreasonably or unduly interfere with the use of the building,
ground area, parking area, or deny access to the leased premises, then and in
either of such events as hereinabove provided, the lease term created shall, at
the option of the Tenant, terminate, cease and become null and void from the
date when the authority exercising the power of eminent domain takes or
interferes with the use of the building or the leased premises, its use of the
ground area, parking area, or area of access to the leased premises. The Tenant
shall only be responsible for the payment of rent until the time of surrender.
In any event, no part of the Landlord's condemnation award shall belong to or be
claimed by the Tenant. Provided Landlord's award is not diminished, the Tenant
shall have the right to make a claim against the condemning authority for such
independent claim which it may have and as may be allowed by law, for costs and
damages due to relocating, moving and other similar costs and charges directly
incurred by the Tenant and resulting from such condemnation.

                  29.2 In the event of any partial taking which would not be
cause for termination of the within lease or in the event of any partial taking
in excess of the percentages provided in Article 29.1, and in which event the
Tenant shall elect to retain the balance of the leased premises remaining after
such taking, then and in either event, the rent shall abate in an amount
mutually to be agreed upon between the Landlord and Tenant based on the
relationship that the character of the property taken bears to the property
which shall remain after such condemnation. In any event, no part of the
Landlord's condemnation award shall belong to or be claimed by the Tenant.
However, the Landlord shall, to the extent permitted by applicable law and as
the same may be practicable on the site of the leased premises, at the
Landlord's sole cost and expense, promptly make such repairs and alterations in
order to restore the building

<PAGE>


and/or improvements to the extent of the condemnation award.

         30. QUIET ENJOYMENT

                  The Landlord further covenants that the Tenant, on paying the
rent and performing the covenants and conditions contained in this lease, shall
and may peaceably and quietly have, hold and enjoy the leased premises for the
term aforesaid.

         31. SURRENDER OF PREMISES

                  On the last day, or earlier permitted termination of the lease
term, Tenant shall quit and surrender the leased premises in good and orderly
condition and repair (reasonable wear and tear, and damage by fire or other
casualty excepted) and shall deliver and surrender the leased premises to the
Landlord peaceably, together with all alterations, additions and improvements
in, to or on the leased premises made by Tenant as permitted under the lease.
The Landlord reserves the right, however, to require the Tenant at its cost and
expense to remove any alterations or improvements installed by the Tenant and
not permitted or consented to by the Landlord pursuant to the terms and
conditions of the lease, so as to restore the leased premises to the condition
found at the inception of the lease term, which covenant by Tenant shall survive
the surrender of the leased premises as provided hereunder. Prior to the
expiration of the lease term the Tenant shall remove all of its property,
fixtures, equipment and trade fixtures from the leased premises. All property
not removed by Tenant shall be deemed abandoned by Tenant, and Landlord reserves
the right to charge the reasonable cost of removal, storage and disposal of the
same to the Tenant, which obligation shall survive the lease termination and
surrender hereinabove provided. If the leased premises be not surrendered at the
end of the lease term, Tenant shall indemnify Landlord against loss or liability
resulting from delay by Tenant in surrendering the leased premises including,
without limitation, any claims made by any succeeding tenant founded on the
delay.

         32. INDEMNITY

<PAGE>


                  32.1 Anything in this lease to the contrary notwithstanding,
and without limiting the Tenant's obligation to provide insurance pursuant to
paragraph 9 hereunder, the Tenant covenants and agrees that it will indemnify,
defend and save harmless the Landlord against and from all liabilities,
obligations, damages, penalties, claims, costs, charges and expenses, including
without limitation reasonable attorneys' fees, which may be imposed upon or
incurred by Landlord by reason of any of the following occurring during the term
of this lease:

                               (i) Any matter, cause or thing arising out of
                  use, occupancy, control or management of the leased premises
                  and any part thereof;

                               (ii) Any negligence on the part of the Tenant or
                  any of its agents, contractors, servants, employees, licensees
                  or invitees;

                               (iii) Any accident, injury, damage to any person
                  or property occurring in, or about the leased premises;

                               (iv) Any failure on the part of Tenant to perform
                  or comply with any of the covenants, agreements, terms or
                  conditions contained in this lease on its part to be performed
                  or complied with subject to applicable notice and cure
                  periods.

                  The foregoing provisions of this Article 32.1 shall not
require indemnity by Tenant in the event of damage or injury occasioned by the
negligence or acts of commission or omission of the Landlord, its agents,
servants, contractors or employees.

                  Landlord shall promptly notify Tenant of any such claim
asserted against it and shall promptly send to Tenant copies of all papers or
legal process served upon it in connection with any action or proceeding brought
against Landlord by reason of any such claim.

                  32.2 Anything in this lease to the contrary notwithstanding,
and without limiting the Landlord's obligation to provide insurance pursuant to
paragraph 9 hereunder, the Landlord covenants and agrees that it will indemnify,
defend and save

<PAGE>


harmless the Tenant against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including without limitation
reasonable attorneys' fees, which may be imposed upon or incurred by Tenant by
reason of any of the following occurring during the term of this lease:

                               (i) Any matter, cause or thing arising out of
                  use, occupancy, control or management of the building and any
                  part thereof other than the leased premises;

                               (ii) Any negligence on the part of the Landlord
                  or any of its agents, contractors, servants, employees,
                  licensees or invitees;

                               (iii) Any failure on the part of Landlord to
                  perform or comply with any of the covenants, agreements, terms
                  or conditions contained in this lease on its part to be
                  performed or complied with subject to applicable notice and
                  cure periods.

                               The foregoing provisions of this Article 32.2
                  shall not require indemnity by Landlord in the event of damage
                  or injury occasioned by the negligence or acts of commission
                  or omission of the Tenant, its agents, servants, contractors
                  or employees.

Tenant shall promptly notify Landlord of any such claim asserted against it and
shall promptly send to Landlord copies of all papers or legal process served
upon it in connection with any action or proceeding brought against Tenant by
reason of any such claim.

         33. SHORT FORM LEASE

                  It is understood between the parties hereto that this lease
will not be recorded, but that a short form lease, describing the Property
leased hereby, giving the term of this lease, and making particular mention of
any special clauses as herein contained other than rent, may be recorded by
Landlord at its expense in accordance with the laws governing and regulating the
recording of such documents in the State of

<PAGE>


New Jersey.

         34. LEASE CONSTRUCTION

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

         35. BIND AND INURE CLAUSE

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

         36. DEFINITIONS

                  The neuter gender, when used herein and in the acknowledgment
hereafter set forth, shall include all persons and corporations, and words used
in the singular shall include words in the plural where the text of the
instrument so requires.

         37. NET RENT

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

         38. DEFINITION OF TERM OF "LANDLORD"

                  When the term "Landlord" is used in this lease it shall be
construed

<PAGE>


to mean and include only the owner of the fee title of the Property. Upon the
transfer by the Landlord of the fee title hereunder, the Landlord shall advise
the Tenant in writing by certified mail, return receipt requested of the name of
the Landlord's transferee. In such event, the then Landlord shall be
automatically freed and relieved from and after the date of such transfer of
title of all personal liability with respect to the performance of any of the
covenants and obligations on the part of the Landlord herein contained to be
performed from and after the date of transfer, provided any such transfer and
conveyance by the Landlord is expressly subject to the assumption by the grantee
or transferee of the obligations of the Landlord, arising from and after the
date of transfer, to be performed pursuant to the terms and conditions of the
within lease.

         39. COVENANTS OF FURTHER ASSURANCES

                  If, in connection with obtaining financing for the
improvements on the leased premises, the Mortgage Lender shall request
reasonable modifications in this lease as a condition to such financing, Tenant
will not unreasonably withhold, delay or refuse its consent thereto, provided
that such modifications do not in Tenant's reasonable judgment increase the
obligations of Tenant hereunder or materially adversely affect the leasehold
interest hereby created or Tenant's use and enjoyment of the leased premises. In
addition, and subject to the above proviso, Tenant agrees to execute any
documents reasonably required by Landlord for the purpose of obtaining financing
covering the Property of which the leased premises are a part, provided it is at
the sole cost and expense of the Landlord.

         40. REMEDIES

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

                  40.2 In addition to any other legal remedies for violation or
breach

<PAGE>


by or on the part of the Tenant or Landlord as applicable, or by any undertenant
or by anyone holding or claiming under the Tenant or Landlord as applicable, or
any one of them, of the restrictions, agreements or covenants of this lease on
the part of the Tenant or Landlord as applicable, to be performed or fulfilled,
such violation or breach shall be restrainable by injunction at the suit of the
Landlord or Tenant, as applicable.

                  40.3 No receipt of money by the Landlord from any receiver,
trustee or custodian, debtor in possession, or any permitted subtenant, shall
reinstate, continue or extend the term of this lease or affect any notice
theretofore given to the Tenant, or to any such receiver, trustee or custodian,
debtor in possession, or any permitted subtenant, or operate as a waiver or
estoppel of the right of the Landlord to recover possession of the leased
premises for any of the causes therein enumerated by any lawful remedy; and the
failure of either party to enforce any covenant or condition by reason of its
breach by the other party shall not be deemed to void or affect the right of the
other party to enforce the same covenant or condition on the occasion of any
subsequent default or breach.

                  40.4 No receipt and acceptance of rent by Landlord shall be
deemed to be a waiver of any default by Tenant hereunder, and the same shall not
be deemed to constitute an accord and satisfaction regarding any issue in
dispute between Landlord and Tenant.

                  40.5 Tenant agrees that it shall reimburse Landlord for
Landlord's reasonable attorney's fees incurred in enforcing the terms and
conditions of this lease on the part of the Tenant to be performed. Tenant
further agrees to reimburse Landlord for Landlord's attorney's fees incurred in
connection with the review by Landlord of any Landlord's waiver, assignment or
sublet agreement or any other documentation reviewed by Landlord at Tenant's
request, which attorney's fees shall not exceed $1,000.00.

         41. COVENANT AGAINST LIENS

<PAGE>


                  Tenant agrees that it shall not knowingly encumber, or suffer
or permit to be encumbered, the leased premises, the Property or the fee thereof
by any lien or encumbrance for construction labor or materials contracted for by
Tenant. The violation of this Article shall be considered a breach of this
lease, subject to applicable notice and cure periods.

         42. BROKERAGE

                  The parties mutually represent to each other that BUSSELL
REALTY CORPORATION is the sole broker who negotiated and consummated the within
transaction, and that neither party dealt with any other broker in connection
with the within lease, it being understood and agreed that the Landlord shall be
responsible, at its sole cost and expense, to pay the real estate brokerage in
connection with this lease transaction. Landlord agrees to indemnify, defend and
save harmless Tenant in connection with the claims of any other real estate
brokers claiming commissions in connection with the within transaction and
claiming authority from Landlord. Tenant agrees to indemnify, defend and save
harmless Landlord in connection with the claims of any other real estate brokers
claiming commissions in connection with the within transaction and claiming
authority from Tenant.

         43. SUBORDINATION OF LEASE

                  This lease shall be subject and subordinate at all times to
the lien of any bona fide mortgages or other encumbrances now or hereafter
placed on the Property, building and leased premises without the necessity of
any further instrument or act on the part of Tenant to effectuate such
subordination, but Tenant covenants and agrees to execute and deliver upon
demand such further instrument or instruments evidencing such subordination of
the lease to the lien of any such mortgage or other encumbrance as shall be
desired by a mortgagee or proposed mortgagee or by any person. Landlord shall
use reasonable efforts to obtain, for Tenant's benefit, a Subordination,
Non-Disturbance and Attornment Agreement from Landlord's current

<PAGE>


mortgagee; Landlord shall obtain such agreement from all future mortgagees and
ground lessors of the Property. Any such Subordination, Non-Disturbance and
Attornment Agreement shall be written on the applicable mortgagee's or ground
lessor's customary form subject to reasonable comment by Tenant.

         44. MUTUAL PARKING

                  It is expressly understood and agreed between the Landlord and
Tenant that Landlord shall provide seventy (70) parking spaces to be used by
Tenant, its employees, agents and invitees. The entire parking area and access
driveways will be for the mutual use and benefit of the Landlord and Tenant
hereunder, and/or the Landlord's other tenants in the building. The parties
agree that they will not permit the access driveways to be blocked so as to
unreasonably interfere with the use of said access driveways and parking area.

         45. SECURITY

                  Upon execution of this lease, the Tenant shall deposit with
the Landlord the sum of FIFTY ONE THOUSAND TWO HUNDRED EIGHTY ONE AND 08/100
($51,281.08) DOLLARS as security for the full and faithful performance of this
lease upon the part of the Tenant to be performed. Upon termination of this
lease, and providing the Tenant is not in default hereunder and has performed
all of the conditions of this lease, the Landlord shall return the said sum of
FIFTY ONE THOUSAND TWO HUNDRED EIGHTY ONE AND 08/100 ($51,281.08) DOLLARS to the
Tenant. Anything herein contained to the contrary notwithstanding, it is
expressly understood and agreed that the said security deposit shall not bear
interest. Tenant covenants and agrees that it will not assign, pledge,
hypothecate, mortgage or otherwise encumber the aforementioned security during
the term of this lease. It is expressly understood and agreed that the Landlord
shall have the right to co-mingle the security funds with its general funds and
said security shall not be required to be segregated.

         46. SURVIVAL OF OBLIGATION

<PAGE>


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

         47. FINANCIAL STATEMENTS

                  The Tenant agrees, at the request of the Landlord and if
required by any mortgagee or ground lessor, to be made not more than once during
any lease year, to furnish its latest current income and balance statements,
certified to by an officer of the corporation.

         48. EXECUTION AND DELIVERY

                  The submission of the within lease by Landlord to Tenant for
review and approval shall not be deemed an option to lease, an offer to lease,
or a reservation of the leased premises in favor of Tenant, it being intended
that no rights or obligations shall be created by Landlord or Tenant until the
execution and delivery of the within lease by Landlord and Tenant, one to the
other.

         49. OPTION TO RENEW

                  Provided the Tenant is not in default pursuant to the terms
and conditions of this lease beyond applicable notice and cure periods, the
Tenant is hereby given the right and privilege to renew the within lease, for
three (3) five (5) year periods, to commence at the end of the initial term of
this lease, or the expiring renewal term, as applicable, which renewals shall be
upon the same terms and conditions as in this lease contained, except as
follows:

                           (1) Tenant shall pay during the first (1st) five (5)
year renewal term annual Fixed Rent in the amount of THREE HUNDRED SIXTY THREE

<PAGE>


THOUSAND SIX HUNDRED TWENTY NINE AND 52/100 ($363,629.52) DOLLARS per annum
(based on a rate of $6.50 per square foot per annum), payable in equal
installments in the sum of THIRTY THOUSAND THREE HUNDRED TWO AND 46/100
($30,302.46) DOLLARS per month.

                           (2) Tenant shall pay during the second (2nd) five (5)
year renewal term annual Fixed Rent based upon ninety (90%) per cent of the fair
market value per square foot applicable to the leased premises. The fair market
value shall be determined as follows: After Tenant has given written notice to
the Landlord, as hereinafter provided, of its exercise of the within option, the
Landlord shall deliver to Tenant a written notice stating the Fixed Rent to be
paid for the leased premises during the second (2nd) five (5) year renewal term.
In the event that the Tenant objects to the Fixed Rent quoted by Landlord, the
issue of fair market value shall be open to negotiation between Landlord and
Tenant. In the event the parties cannot agree within thirty (30) days after
Landlord's notice of the then fair market rental value, the parties shall agree
on the appointment of a real estate appraiser (the "Appraiser") having the
M.A.I. designation, the cost of which shall be shared equally by Landlord and
Tenant, which Appraiser shall be knowledgeable in the Somerset County, New
Jersey market rental area, who shall make a fair market rental determination. If
the parties cannot agree within thirty (30) days subsequent to the appointment
of the Appraiser, then the matter shall be submitted to binding arbitration
pursuant to the rules for commercial arbitration of the American Arbitration
Association, at the equal administrative cost of Landlord and Tenant. It is
expressly understood and agreed that in any event the renewal Fixed Rent for the
second (2nd) five (5) year renewal term shall not be less than the annual Fixed
Rent of THREE HUNDRED SIXTY THREE THOUSAND SIX HUNDRED TWENTY NINE AND 52/100
($363,629.52) DOLLARS, in the event that ninety (90%) percent of fair market
rent shall be determined to be less than said sum as such determination shall be
made in the manner hereinabove provided.

<PAGE>


                           (3) Tenant shall pay during the third (3rd) five (5)
year renewal term annual Fixed Rent based upon the fair market value per square
foot applicable to the Leased Premises. The fair market value shall be
determined as set forth in subarticle (2) above. It is expressly understood and
agreed that in any event the renewal Fixed Rent for the third (3rd) five (5)
year renewal term shall not be less than the annual Fixed Rent payable during
the second (2nd) five (5) year renewal term in the event fair market rent shall
be determined to be less than said sum as such determination shall be made in
the manner hereinabove provided.

                           (4) The right, option, and privilege of the Tenant to
renew this lease as hereinabove set forth is expressly conditioned upon the
Tenant delivering to the Landlord, in writing, by certified mail, return receipt
requested, six (6) months' prior notice of its intention to renew, which notice
shall be given to the Landlord by the Tenant no later than six (6) months prior
to the date fixed for termination of the original term, first renewal term, or
second renewal term of this lease, as applicable.

                           (5) The obligation to pay the Fixed Rent as
hereinabove provided shall be in addition to the obligation to pay all
additional rent and other charges as required pursuant to the terms and
conditions of this lease, computed from the initial Commencement Date of this
lease, as applicable.

         50. RIGHT OF FIRST OFFER ON SPACE

                  It is understood and agreed that in the event any space in the
building becomes available from time to time during the initial term of the
within lease agreement, or as extended, the Landlord shall give written
notification of such availability to the Tenant, which notice shall set forth
the rental and other terms upon which Landlord is willing to lease said space to
the Tenant. Tenant shall then have a period of ten (10) business days within
which to accept Landlord's offer to lease said space to the Tenant, which
election by Tenant shall be made by written notice to Landlord within said ten
(10) business day period. In the event Tenant elects not to

<PAGE>


lease said space, or fails to notify Landlord of its election within said ten
(10) business day period, Landlord shall then be free to lease said space to any
third party free and clear of Tenant's rights under this Article, on
substantially the same rental and other terms as offered to Tenant. If Tenant
elects to take such space, Tenant shall enter into an amendment to this lease
agreement incorporating the space into the premises leased hereunder within
thirty (30) days after Landlord's written notice to Tenant. The within right of
first offer is subject to any leasehold rights, interest, or options held by
building tenant Mary Kay Cosmetics as of the date hereof.

         51. WAIVER OF LIENS

                  Landlord hereby waives any statutory and common law liens for
rent (other than judgment liens). Although such waiver is hereby deemed to be
automatic and self-executing, Landlord agrees to execute such instruments as may
be reasonably required from time to time in order to confirm such waiver.

         52. PREVAILING PARTY

                  Notwithstanding anything to the contrary contained in this
lease, in the event of any litigation between Landlord and Tenant arising out of
this lease or Tenant's use and occupancy of the leased premises, the prevailing
party shall be entitled to recover its costs and expenses incurred in such
litigation, including reasonable attorneys' fees, at all levels, including
appeals.

         53. SATELLITE DISHES

                  53.1 Tenant may, at its sole cost and expense, erect,
maintain, install and operate for the business purposes of Tenant during the
term of the lease or any extension thereof, a satellite transmittal/receiving
dish antenna (the "Satellite Dish") on the roof of the building, provided that
(i) Tenant shall comply with all applicable laws, orders and regulations, and
the terms and conditions of this lease, as hereby amended, (ii) the installation
thereof shall not cause excess structural stress affecting the load bearing
capacity of the roof of the building, and (iii) Tenant shall be responsible for
any

<PAGE>


and all damage to the building caused by or arising out of the installation,
maintenance or removal of the Satellite Dish. Tenant's right to install the
Satellite Dish shall include the right to run cable lines to the leased
premises. Landlord hereby reserves the right to grant to other tenants the right
to use the roof for similar purposes.

                  53.2 The Satellite Dish shall be installed on the roof of the
building in accordance with plans, specifications and configurations submitted
to Landlord for review, and Landlord shall have the right to approve the size,
location, aesthetics and manner of installation of the Satellite Dish, said
approval not to be unreasonably withheld or delayed. In the event that any
penetrations of the roof shall be required, the Tenant shall be required to
utilize the services of the Landlord's roofing contractor in connection with
such installation. Tenant shall promptly reimburse Landlord for all reasonable
costs and expenses, incurred by Landlord in connection with the Satellite Dish.
Tenant shall obtain any governmental licenses and/or permits now or hereafter
required for the installation, operation, use, maintenance and removal of the
Satellite Dish and related facilities.

                  53.3 Upon notice to Landlord, Tenant shall be given access to
such part of the roof of the building (the "Rooftop Space") for the limited
purpose of exercising Tenant's rights with respect to the Satellite Dish,
subject to reasonable controls and restrictions imposed by Landlord from time to
time. Tenant agrees that the Satellite Dish will operate in a band to be used
for broadcast and reception only, and may not be used in any fashion which would
cause any interference to any data processing operation or any other antennae,
radio systems or microwave dishes located at the building, and any such
interference shall be eliminated within a reasonable period of time not to
exceed seventy-two (72) hours after notice of the same is given to Tenant.
Tenant shall at all times maintain the Satellite Dish and related facilities in
good order and repair, and shall pay all costs therefor, including without
limitation, the cost of electricity. Upon expiration or termination of this
lease, Tenant

<PAGE>


shall, at its own expense, and in accordance with applicable laws, remove the
Satellite Dish and all related conduits, cables and facilities installed on or
in the building and repair any damage caused by such removal to, and restore,
the Rooftop Space, the leased premises and the building.

                  53.4 Tenant agrees to indemnify, defend and save Landlord, its
employees and its agents, other tenants, licensees, invitees and their
beneficiaries harmless from and against any and all losses, damages costs
(including the cost of litigation and attorneys' fees), claims, penalties and
liabilities of any nature whatsoever arising out of or in connection with the
Satellite Dish and other facilities related thereto, and shall carry contractual
liability insurance to cover the liability hereby assumed.

         54. REASONABLENESS

                  Wherever in this lease the consent or approval of either the
Landlord or the Tenant is required, such consent or approval shall not be
unreasonably withheld, delayed or conditioned, unless the lease expressly
provides that such consent shall be in such party's sole discretion. Whenever
the provisions of this lease allow the Landlord or the Tenant to perform or not
perform some act at their option or in their judgment, the decision of the
Landlord and Tenant to perform or not perform such act must be reasonable.

         55. MISCELLANEOUS

                  If any provision of this lease is held or rendered illegal or
unenforceable it shall be considered separate and severable from this lease and
the remaining provisions of this lease shall remain in force and bind the
parties as though the illegal or unenforceable provision had never been included
in this lease. The captions, section numbers, article numbers, and table of
contents appearing in this lease are inserted only as a matter of convenience
and in no way affect the substance of this lease. This lease and the Schedules
attached hereto set forth the entire agreement between the Landlord and Tenant
concerning the leased premises and

<PAGE>


there are no other agreements or understandings between them. Nothing in this
lease creates any relationship between the parties other than that of lessor and
lessee and nothing in this lease constitutes the Landlord a partner of the
Tenant or a joint venturer or member of a common enterprise with the Tenant.

<PAGE>


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

WITNESS:

                                            /s/ STANLEY KARCZYNSKI        (L.S.)
                                            ------------------------------------
                                            STANLEY KARCZYNSKI


ATTEST:                                     ANDRX PHARMACEUTICALS (NJ), INC.
                                            A FLORIDA CORPORATION

                                            By: /s/ SCOTT LODIN
                                               ---------------------------------
                                               Vice President and
                                               General Counsel
<PAGE>


STATE OF NEW JERSEY )
                    ) SS.:
COUNTY OF           )

                  BE IT REMEMBERED, that on this 4 day of February, 2000, before
me, the subscriber Eli Zimbler, personally appeared STANLEY KARCZYNSKI, who, I
am satisfied, is the Landlord mentioned in the within Instrument, and thereupon
he acknowledged that he signed, sealed and delivered the same as his act and
deed, for the uses and purposes therein expressed.


STATE OF                   )
                           ) SS.
COUNTY OF                  )

                  BE IT REMEMBERED, that on this 4 day of February, 2000, before
me, the subscriber, personally appeared Scott Lodin, who, I am satisfied, is the
person who signed the within Instrument as Vice President and General Counsel of
ANDRX PHARMACEUTICALS (NJ), INC., a Florida Corporation, the Tenant named
therein, and he thereupon acknowledged that the said instrument made by the
corporation and sealed with its corporate seal, was signed, sealed with the
corporate seal and delivered by him as such officer and is the voluntary act and
deed of the corporation, made by virtue of authority from its Board of
Directors.

<PAGE>


                         L E A S E     A G R E E M E N T
                         - - - - -     - - - - - - - - -

                     BY AND BETWEEN

                     STANLEY KARCZYNSKI,

                                          "Landlord"

                     -and-


                     ANDRX PHARMACEUTICALS (NJ), INC.,
                     a Florida Corporation

                                          "Tenant"

                     ------------------
                     DATED:
                     ------------------

                             LAW OFFICES

                        EPSTEIN, BROWN, MARKOWITZ & GIOIA
                             245 Green Village Road
                                  P.O. Box 901
                     Chatham Township, New Jersey 07928-0901
                                 (973) 593-4900
                               Fax (973) 593-4966

                      U:\USERS\IN\KARCZ\12625.304\LEASE.001


<PAGE>


                         L E A S E     A G R E E M E N T
                         - - - - -     - - - - - - - - -


                                 BY AND BETWEEN:


STANLEY KARCZYNSKI,

                   "Landlord"


 -and-


ANDRX PHARMACEUTICALS (NJ), INC.,
a Florida Corporation

                   "Tenant"


PREMISES: 1600 Cottontail Lane
          Franklin Township, New Jersey


PREPARED BY: ROBERT K. BROWN, ESQ


DATED:

U:\USERS\IN\KARCZ\12625.304\LEASE.001
March 23, 2000

<PAGE>


                                TABLE OF CONTENTS

1.  LEASED PREMISES.........................................................1

2.  TERM OF LEASE...........................................................2

3.  RENT....................................................................3

4.  CONDITION OF THE LEASED PREMISES........................................4

5.  USE.....................................................................5

6.  REPAIRS AND MAINTENANCE.................................................5

7.  UTILITIES...............................................................6

8.  TAXES...................................................................7

9.  INSURANCE...............................................................9

9A. PASS-THROUGH EXPENSES..................................................10

10. SIGNS..................................................................11

11. FIXTURES...............................................................12

12. GLASS..................................................................13

13. ASSIGNMENT AND SUBLETTING..............................................13

14. FIRE AND CASUALTY......................................................14

15. COMPLIANCE WITH LAWS, RULES AND REGULATIONS............................17

16. INSPECTION BY LANDLORD.................................................20

17. DEFAULT BY TENANT......................................................21

18. LIABILITY OF TENANT FOR DEFICIENCY.....................................23

19. NOTICES................................................................24

20. NON-WAIVER.............................................................24

21. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS...................25

<PAGE>


22. NON-LIABILITY OF LANDLORD..............................................26

23. WARRANTY OF TITLE......................................................26

24. RESERVATION OF EASEMENT................................................27

25. AIR, GROUND AND WATER POLLUTION........................................27

26. LIMIT OF LANDLORD'S LIABILITY..........................................27

27. FORCE MAJEURE..........................................................28

28. STATEMENTS BY LANDLORD AND TENANT......................................28

29. CONDEMNATION...........................................................29

30. QUIET ENJOYMENT........................................................30

31. SURRENDER OF PREMISES..................................................30

32. INDEMNITY..............................................................31

33. SHORT FORM LEASE.......................................................32

34. LEASE CONSTRUCTION.....................................................33

35. BIND AND INURE CLAUSE..................................................33

36. DEFINITIONS............................................................33

37. NET RENT...............................................................33

38. DEFINITION OF TERM OF "LANDLORD".......................................33

39. COVENANTS OF FURTHER ASSURANCES........................................34

40. REMEDIES...............................................................34

41. COVENANT AGAINST LIENS.................................................35

42. BROKERAGE..............................................................36

43. SUBORDINATION OF LEASE.................................................36

44. MUTUAL PARKING.........................................................37

<PAGE>


45. SECURITY...............................................................37

46. SURVIVAL OF OBLIGATION.................................................37

47. FINANCIAL STATEMENTS...................................................38

48. EXECUTION AND DELIVERY.................................................38

49. OPTION TO RENEW........................................................38

50. RIGHT OF FIRST OFFER ON SPACE..........................................40

51. WAIVER OF LIENS........................................................41

52. PREVAILING PARTY.......................................................41

53. SATELLITE DISHES.......................................................41

54. REASONABLENESS.........................................................43

55. MISCELLANEOUS..........................................................43

Schedule "A" - Legal Description
Schedule "B" - Site Plan
Schedule "C" - Construction Floor Plans

<PAGE>

STATE OF NEW JERSEY         )
                            ) SS.:
COUNTY OF ESSEX             )

         BE IT REMEMBERED, that can this 4 day of February, 2000, before me, the
subscriber, ELI ZIMBER personally appeared STANLEY KARCZYNSKI, who, I am
satisfied, is the Landlord mentioned in the within Instrument, and thereupon he
acknowledged that he signed, sealed and delivered the same as his act and deed,
for the uses and purposes therein expressed.

                                             /s/ ELI ZIMBER
                                             -----------------------------------
                                                         ELI ZIMBER
                                                 NOTARY PUBLIC OF NEW JERSEY
                                             MY COMMISSION EXPIRES AUG. 25, 2003
                                                          [SEAL]

STATE OF                    )
                            ) SS.
COUNTY OF                   )

         BE IT REMEMBERED, that on this 4 day of February, 2000, before me, the
subscriber, B. JANET LOPEZ personally appeared SCOTT LODIN, who, I am satisfied,
is the person who signed the within Instrument as VP/ GENERAL COUNSEL of ANDRX
PHARMACEUTICALS (NJ), INC., a Florida Corporation, the Tenant named therein, and
he thereupon acknowledged that the said instrument made by the corporation and
sealed with its corporate seal, was signed, sealed with the corporate seal and
delivered by him as such officer and is the voluntary act and deed of the
corporation, made by virtue of authority from its Board of Directors.

                                             /s/ B. JANET LOPEZ
                                             -----------------------------------
                                                     B. Janet Lopez
                                             [SEAL]  My Commission CC90l405
                                                     Expires January 12, 2004

<PAGE>

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

WITNESS.

/s/ ELI ZIMBER                              /s/ STANLEY KARCZYNSKI       (L.S.)
------------------------------------        ------------------------------------
Eli Zimber                                  STANLEY KARCZYNSKI



ATTEST:                                     ANDRX PHARMACEUTICALS (NJ), INC.
                                            a Florida Corporation

/s/ Allison Lichter                         By: /s/ SCOTT LODIN
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Allison Lichter                                Vice President and Gen. Counsel