


<PAGE>

LEASE AGREEMENT

BY AND BETWEEN:

MOUNTAIN PLAZA ASSOCIATES,
a New Jersey Partnership,

                                        'Landlord'


-and-

ALL COMMUNICATIONS CORPORATION,
a New Jersey Corporation,

                                         'Tenant'



---------------------------------------------------

DATED:  APRIL 13, 1995

---------------------------------------------------

                                  LAW OFFICES
                        EPSTEIN, EPSTEIN, BROWN & BOSEK
                           A Professional Corporation
                             245 Green Village Road
                                  P.O Box 901
                        Chatham Township, NJ 07928-0901
                                 (201) 593-4900
                                 April 11, 1995
                                   #13740-352
                                      #505


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<PAGE>

                             OFFICE LEASE AGREEMENT



BY AND BETWEEN:

                           MOUNTAIN PLAZA ASSOCIATES,
                           a New Jersey Partnership,
                                     as 'Landlord'
      
                                    -and-  


                        ALL COMMUNICATIONS CORPORATION,
                        a New Jersey Corporation,

                                     as 'Tenant' 





PREMISES:    1450 Route 22
             Mountainside, New Jersey 07092



DATED:       APRIL 13, 1995



PREPARED BY: ROBERT K. BROWN, ESQ. 



#13740-352
Disk #505
April 11, 1995


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<PAGE>

                               TABLE OF CONTENTS

1.  DEMISE, PREMISES, TERM ................................................    1
2.  RENTS .................................................................    2
3.  COMPLETION OF CONSTRUCTION OF THE BUILDING AND PREPARATION OF THE
    DEMISED PREMISES ......................................................    4
4.  USE ...................................................................    6
5.  ADJUSTMENT OF RENTS ...................................................    6
6.  REPAIRS AND MAINTENANCE ...............................................   10
7.  LANDLORD'S SERVICES ...................................................   11
8.  INABILITY TO PERFORM ..................................................   12
9.  INSURANCE .............................................................   13
10. LANDLORD'S ACCESS FOR FUTURE CONSTRUCTION .............................   13
11. FIXTURES ..............................................................   14
12. GLASS .................................................................   14
13. MISCELLANEOUS .........................................................   15
14. FIRE AND CASUALTY .....................................................   16
15. COMPLIANCE WITH LOCAL RULES AND REGULATIONS ...........................   17
16. TERMINATION ...........................................................   20
17. INSPECTION BY LANDLORD ................................................   22
18. NOTICES ...............................................................   22
19. NON-WAIVER ............................................................   22
20. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS ..................   23
21. NON-LIABILITY OF LANDLORD .............................................   24
22. CONDEMNATION ..........................................................   24
23. INCREASE OF INSURANCE RATES ...........................................   24
24. MORTGAGE PRIORITY .....................................................   25
25. QUIET ENJOYMENT .......................................................   25
26. SIGNS .................................................................   25
27. CHANGES IN OR ABOUT PREMISES ..........................................   26
28. LIMIT OF LANDLORD'S LIABILITY .........................................   26
29. LANDLORD'S REMEDIES AND EXPENSES ......................................   26
30. LANDLORD'S RESERVED RIGHTS ............................................   26
31. ASSIGNMENT AND SUBLETTING .............................................   27
32. BROKERAGE .............................................................   29
33. SECURITY ..............................................................   30


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                           TABLE OF CONTENTS (Cont'd)

34. SURRENDER OF PREMISES........ .........................................   26
35. SURVIVAL OF OBLIGATION.......... ......................................   26
36. FINANCIAL STATEMENTS...... ............................................   26
37. EXECUTION AND DELIVERY ................................................   27
38. OPTION TO RENEW .......................................................   29


Schedule 'A'   -   Floor Plan
Schedule 'B'   -   Landlord's Workletter
Schedule 'C'   -   Building Maintenance Specifications
Schedule 'D'   -   Building Rules and Regulations
Schedule 'E'   -   Legal Description



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     THIS  LEASE AGREEMENT, made  this 13th day of  April 1995, between MOUNTAIN
PLAZA ASSOCIATES, a New Jersey Partnership, having an office at 14A Worlds  Fair
Drive, Franklin Township, New Jersey 08873 (having a mailing address at P.O. Box
5850,  Somerset, New Jersey 08875-5850),  hereinafter called the 'Landlord'; and
ALL COMMUNICATIONS CORPORATION, a New Jersey corporation, having an office at  7
Lincoln   Highway,  Suite  224,  Tower   Building,  Edison,  New  Jersey  08820,
hereinafter called the 'Tenant'.
 
                                 WITNESSETH: --
 
1. DEMISE, PREMISES, TERM
 
     1.1 Landlord hereby leases to Tenant and Tenant hereby hires from  Landlord
for a term of five (5) years [the 'Term' (as the same may be adjusted by Article
1.4)]  to commence  on the Commencement  Date hereinafter  defined, the premises
described in Article 1.2 in the building ('Building') situate at 1450 Route  22,
Mountainside,  New  Jersey 07092,  which Building  is located  on the  lands and
premises (the 'Land') described on Schedule  'E' annexed hereto and made a  part
hereof.
 
     1.2  Such premises are shown  on the floor plan  annexed hereto as Schedule
'A' and have a  rentable area of  3,828 square feet  (including 435 square  feet
attributable  to common area and core space).  The Building has a total rentable
area of 41,531 square  feet. Square footage  has been computed  on the basis  of
outside  dimensions to  center line  of common  wall as  applicable. The demised
premises, all fixtures and equipment  now or hereafter attached thereto  (except
items  constituting Tenant's  Property, as hereinafter  defined) are hereinafter
referred to as the 'Demised Premises'.
 
     1.3 The  Term shall  commence  on the  date  ('Commencement Date')  when  a
Certificate  of Occupancy  permitting Tenant's  use of  the Demised  Premises as
provided in Article 4 shall be issued.
 
     1.4 The  Term  shall  end ('Expiration  Date'),  unless  sooner  terminated
pursuant hereto or by law, on the last day of the
 
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calendar  month in which  the day preceding  the fifth (5th)  anniversary of the
Commencement Date occurs.
 
1.5 Effective as of the Commencement Date  and as a condition of Tenant's  right
to  possession, the  Tenant covenants  and agrees  that it  will furnish  to the
Landlord a statement that it accepts the Demised Premises and agrees to pay rent
from the Commencement Date, which statement shall survive the Commencement  Date
and  the Expiration  Date and, shall  be in  recordable form if  required by the
Landlord. Tenant  further  agrees  that  it  will  execute,  subsequent  to  the
Commencement  Date,  an  estoppel  letter as  may  be  required  from Landlord's
mortgagee from time to time, certifying among other things the Commencement Date
and Expiration Date of the lease, status of current rent payments by Tenant, and
any other pertinent information as may be reasonably required by such mortgagee.
 
1.6  In the event any act or  omission of Tenant delays completion of Landlord's
work, the  Commencement  Date shall  be  deemed  the date  when  the  conditions
required would have been satisfied, but for such act or omission.
 
1.7  The  Demised  Premises  shall  be  conclusively  deemed  to  have  been  in
satisfactory condition at  the Commencement  Date,  unless,  within thirty  (30)
days  thereafter, Tenant notifies  Landlord of any respect  in which the Demised
Premises were not then in such condition.
 
2. RENTS
 
     2.1 Tenant shall  pay Landlord during  the Term annual  fixed rent  ('Fixed
Rent') as follows:
 
          (a)  During the first and  second years of the  Term, Tenant shall pay
     Fixed Rent in  the amount of  FORTY NINE THOUSAND  FIVE HUNDRED AND  00/100
     ($49,500.00)  DOLLARS per annum, in equal installments of FOUR THOUSAND ONE
     HUNDRED TWENTY FIVE AND 00/100 ($4,125.00) DOLLARS per month.
 
          (b) During the third, fourth and fifth years of the Term, Tenant shall
     pay Fixed Rent in  the amount of FIFTY  SEVEN THOUSAND FOUR HUNDRED  TWENTY
     AND 00/100 ($57,420.00) DOLLARS

                                         2

 
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per  annum, in equal installments of FOUR THOUSAND SEVEN HUNDRED EIGHTY FIVE AND
00/100 ($4,785.00) DOLLARS per month.
 
(c) The foregoing monthly installments of Fixed Rent shall be payable in advance
on the  first  day  of  each  month during  the  Term  (except  that  the  first
installment shall be paid on the execution of the lease).
 
     2.2  Fixed Rent does not  include the cost of  electricity furnished to the
whole Building, including each  Tenant's use of  ordinary lighting and  business
equipment. Such cost shall be paid for proportionately by Tenant, as required in
accordance with Article 5.
 
     2.3  Additional rent  ('Additional Rent') shall  consist of  all other sums
which are payable  by Tenant to  Landlord hereunder (for  default in payment  of
which  Landlord shall have the same rights and  remedies as for a default in the
payment of Fixed Rent).
 
     2.4 All Fixed Rent and Additional Rent (collectively sometimes  hereinafter
referred  to  as  'rent') shall  be  paid  promptly, without  demand,  setoff or
deduction, in lawful money of the United  States of America, to Landlord at  its
office, or at such other place as Landlord may designate by notice to Tenant.
 
     2.5 The rentable area set forth in Article 1.2 has been determined from the
plans  for the Building. If any change  in such plans modifies the rentable area
of the Demised Premises or the Building, the parties shall promptly execute  and
exchange  a recordable agreement, specifying  the resulting modifications of the
Fixed Rent and  Tenant's Proportionate  Share (as hereinafter  defined). If  the
parties  cannot agree within fifteen (15) days after Landlord notifies Tenant of
any such modification, the  matter shall be determined  by Stephen  W. Schwartz,
A.I. A., 20 Northfield Road, West Orange, New Jersey.
 
     2.6  If the Commencement Date occurs on a day other than the first day of a
calendar month, the Fixed Rent and Additional Rent for such partial month  shall
be prorated.


                                         3



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<PAGE>

          2.7  The  Demised Premises  include the  right,  in common  with other
     tenants of the Building, to use the common entranceways, lobby,  corridors,
     lavatories,  stairways,  elevators  and  parking  areas  without additional
     charge or rent. Notwithstanding the above, there shall be four (4) assigned
     parking spaces  available for  the  use of  Tenant  and its  employees  and
     invitees.  Landlord  shall locate  two (2)  of  the above  assigned parking
     spaces adjacent to the current location of the Building's garbage dumpster.

          2.8 Simultaneously with the execution hereof, the Tenant has delivered
     to the  Landlord  the  first  monthly installment  of  Fixed  Rent  payable
     hereunder, together with the security deposit referred to herein.
 
          2.9  Any  installment  of  Fixed  Rent  or  Additional  Rent  accruing
     hereunder, and any other sum payable hereunder by Tenant to Landlord  which
     is  not paid prior to the tenth (10th) day of any lease month, shall bear a
     late charge of ten (10%) percent of such Fixed Rent or Additional Rent,  to
     be  paid therewith, and the failure to  pay such charge shall be a default.
     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 Fixed Rent  or Additional Rent, which is not  paid
     within  thirty (30) days of the date upon which it is due 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.
 
3. COMPLETION OF CONSTRUCTION OF THE BUILDING AND
   PREPARATION OF THE DEMISED PREMISES
 
     3.1 The Demised Premises  shall be completed as  set forth in Schedule  'B'
('Landlord's Workletter') and in accordance with Tenant's floor plans ('Tenant's
Plan').  Tenant's Plan  shall incorporate the  work to be  performed pursuant to
Landlord's Workletter and shall be limited to such work.
 
                                       4
 
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          3.2 Tenant  shall deliver  to  Landlord, within  two (2)  weeks  after
     execution  of this lease,  a single line floor  plan setting forth Tenant's
     design requirements, based upon which Landlord shall then complete Tenant's
     Plan hereinabove referred  to. In  the event Tenant's  single line  drawing
     shall  exceed the specifications  set forth in  Landlord's Workletter, such
     excess requirements of Tenant shall be  paid for at Tenant's sole cost  and
     expense,  in accordance with a written change order to be mutually approved
     by Landlord  and  Tenant  with  respect  to the  scope  and  cost  of  such
     Workletter,  which cost shall be determined  on the basis of Owner's actual
     cost for labor, material and fixtures, plus 10% of such aggregate cost  for
     profit  and 10% for overhead. Landlord shall submit monthly requisitions to
     Tenant as to the cost  of such work, and Tenant  shall pay the same  within
     ten (10) days after receipt.
 
          3.3  Landlord  may make  any  changes in  Tenant's  Plan which  may be
     necessary to  comply  with  the requirements  of  governmental  authorities
     having jurisdiction and the applicable Board of Fire Underwriters. The work
     to  be performed by Landlord pursuant to  Tenant's Plan and Schedule 'B' is
     referred to as 'Landlord's Work'.
 
          3.4 Anything hereinabove  contained to the  contrary, it is  expressly
     understood  and agreed that the Landlord's construction obligation shall be
     limited to the installation  of all improvements  hereinabove set forth  in
     Article  3. In the event that any  changes or additions are required to the
     work to be performed by Landlord by any governmental or  quasi-governmental
     entity  having jurisdiction over the Tenant or its use and occupancy of the
     Demised Premises, any such changes or  additions shall be performed by  the
     Landlord  at the Tenant's sole cost and  expense. In addition, in the event
     that the  performance of  any such  changes or  additions shall  delay  the
     Commencement  Date hereunder, the commencement date shall be established as
     of  the  date  that  the   Demised  Premises  would  otherwise  have   been
     substantially completed
 
                                       5
 
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     by  the Landlord, but for such additional requirements which are applicable
     to the Tenant.
 
4. USE
 
          4.1 The Tenant shall use and  occupy the Demised Premises for  general
     offices and for no other purpose.
 
          4.2  In amplification of this Article 4, and not by way of limitation,
     business machines, mechanical equipment,  and any other installations  made
     by  Tenant in  the conduct  of its business  of the  Demised Premises which
     interfere with  the  reasonable  use  or  enjoyment  of  other  tenants  or
     occupants  of  their premises  or the  common  area and  core space  of the
     Building, shall be placed and maintained by Tenant, at Tenant's expense, in
     settings of cork, rubber or springtype vibration eliminators sufficient  to
     eliminate noise or vibration.
 
          4.3 Tenant shall not move any safe, heavy equipment or bulky matter in
     or  out of the Building without Landlord's written consent, which shall not
     be unreasonably withheld. If  the movement of  such items requires  special
     handling,  all such work  shall be done in  full compliance with applicable
     laws, rules, codes and regulations and all other governmental requirements.
     All such movements shall be made during hours designated by Landlord  which
     will  least interfere with  the normal operations of  the Building, and all
     damage caused by such  movement shall be promptly  repaired by Landlord  at
     Tenant's expense.
 
5. ADJUSTMENT OF RENTS

     5.1 For all purposes hereof:
 
          (a)  'Taxes'  shall include  all real  estate  taxes ('Base  Taxes' as
     hereinafter  defined)  assessments,  sewer  rents  and  other  governmental
     charges imposed upon the Building and the Land, or any governmental charges
     levied in substitution thereof;
 
          (b)  'Base Taxes' shall  mean the taxes  assessed against the Building
     and the Land for the calendar year 1995;
 
          (c) 'Tenant's Proportionate  Share' for  all lease  purposes shall  be
     9.2%.
 
                                       6


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     5.2  If Taxes for any calendar year  during the Term exceed the Base Taxes,
Tenant shall pay to Landlord Tenant's  Proportionate Share of such excess  ('Tax
Payment'), prorated for any portion of a calendar year not within the applicable
Term.  Tenant's  Tax  Payment  shall  be  paid  monthly  in  twelve  (12)  equal
installments, together with the rent to be paid pursuant to Article 2 based on a
written Tax  Payment estimate  to be  furnished by  Landlord to  Tenant for  any
period  for which Tenant shall be responsible for its Tax Payment as hereinabove
provided. Landlord  shall  furnish to  Tenant  a computation  and  breakdown  of
Tenant's  Tax Payment as soon as ascertained  and Tenant shall be credited with,
or shall pay to Landlord in a lump sum, within thirty (30) days after demand any
required adjustment applicable to Tenant's Tax Payment.
 
     5.3 If Landlord receives a refund of Taxes for any calendar year for  which
Tenant has made a Tax Payment, Landlord shall repay Tenant's Proportionate Share
of  the refund  (not to exceed  Tenant's Tax  Payment in any  event) after first
deducting the reasonable cost and expenses incurred by Landlord in effecting the
refund.
 
     5.4 If at any  time during the Term  of this lease the  method or scope  of
taxation  prevailing at the  date of execution  of this lease  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 Taxes, there may be a capital
levy or other imposition  based on the  value of the Land  and Building, or  the
rents  received therefrom, or some other form of assessment based in whole or in
part on  some other  valuation of  the Landlord's  real property  including  the
Demised  Premises, then  and in such  event, such substituted  tax or imposition
shall be payable and discharged pro rata, in accordance with the obligations set
forth in this Article 5.  Such substitute tax shall be  computed as if the  Land
and  Building of which  the Demised Premises  are a part  were the only property
owned by the Landlord.
 
                                       7
 
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  5.5 No provision  hereof shall  be deemed to  require Tenant to pay municipal,
state  or  federal  income,  capital levy,  estate,  succession,  inheritance or
corporate franchise taxes imposed upon Landlord unless such taxes are reasonably
deemed imposed in substitution for Taxes.
 
  5.6 For all purposes hereof:
 
          (a) 'Operating Expenses' shall mean all expenses incurred by  Landlord
     in  connection with the  operation, maintenance, repair  and replacement of
     the Building, Land and  all related improvements  during any calendar  year
     including,  without limitation,  (i) wages  and fringe  benefit payments to
     persons engaged in such operation, maintenance and repair; (ii) the cost of
     building and cleaning supplies and  service and maintenance contracts  with
     independent  contractors; and (iii)  all charges for  insurance coverage on
     the Land, Building,  improvements and building  operations, including  fire
     and  casualty  insurance in  broad form,  public liability  insurance, rent
     insurance and such other insurance reasonably required by Landlord or other
     parties having an insurable interest. Landlord reserves the right to adjust
     the amount of  coverage from time  to time  as may be  required to  provide
     adequate  coverage  consistent  with  then  existing  economic  conditions.
     Operating Expenses shall not include expenses for any capital  improvements
     made to the Land or Building, except that capital expenses for improvements
     which  result in savings of labor,  energy, utility or material costs shall
     be included at the  lesser of the cost  of such improvement amortized  over
     the useful life of the improvement or the annual savings in costs resulting
     from  the improvement. If in the Base  Year, or in any Operational Year the
     Building is  partially unoccupied,  the Operating  Expenses for  such  year
     shall  consist of  the Operating Expenses  actually paid in  such year plus
     such additional amount  as Landlord reasonably  determines would have  been
     paid  for Operating Expenses  in such year  if the Building  had been fully
     occupied.
 
          (b) 'Base Year' shall mean the calendar year 1995.
 
                                       8
 
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          (c) The utility rate ('Utility Rate')  shall be the rate in effect  as
     of the date of execution of this lease applied to the total consumption for
     the  year  1995,  projected  as  if the  Building  were  100%  occupied, to
     established the Base  Year's Operating  Expense for  each utility  service,
     excepting  electric for which  Tenant shall pay  its proportionate share of
     all electric consumption in the Building of which the Demised Premises  are
     a part, as hereinabove referred to in Articles 2.1(b) and 5.10(i).
 
          (d)  'Operational Year' shall mean each  calendar year during the Term
     after the Base Year.
 
     5.7 (i) The  Landlord shall  make a  reasonable estimate  of the  Operating
Expenses  for each Operational Year after the  Base Year, and if it is estimated
that the Operating Expenses will be greater than the Operating Expenses for  the
Base  Year, then the Tenant shall  pay as Additional Rent Tenant's Proportionate
Share of any such increase in  twelve (12) equal monthly installments  beginning
in January of the Operational Year in question.
 
     (ii)  At the end of  each calendar year, Landlord  will furnish to Tenant a
statement of actual Operating Expenses for the Operational Year just elapsed and
the parties shall adjust in a single payment from the Tenant or the Landlord, as
the case  may be,  any difference  between the  estimated and  actual  Operating
Expenses.
 
     (iii)  Any required  payment to Landlord  or Tenant as  applicable shall be
made within thirty (30) days after Landlord's furnishes  the  required statement
of Operating Expenses.
 
     5.8 Every  statement  forwarded by  Landlord  to Tenant  pursuant  to  this
Article 5 shall be binding upon Tenant unless, within thirty (30) days after the
receipt  of such  statement, Tenant  notifies Landlord,  in detail,  of Tenant's
objections thereto.  Any  unresolved  dispute  as to  such  statement  shall  be
determined  by  arbitration  in  accordance  with  the  rules  of  the  American
Arbitration Association at the equal administrative cost of Landlord and Tenant,
except that Tenant shall pay the disputed
 
                                       9


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<PAGE>

amount  to Landlord and such sums shall be repaid or adjusted as may be required
upon resolution of the arbitration hereinabove referred to.
 
5.9 If the last year of  the Term ends on any day  other than the last day of  a
calendar  year,  any payment  due  to Landlord  or to  Tenant  by reason  of any
increase or  decrease in  Operating Expenses  shall be  pro-rated as  applicable
within  thirty  (30) days  of written  notice. This  covenant shall  survive the
expiration or termination of this lease.
 
5.10 (i) Tenant shall pay, as  Additional Rent, Tenant's Proportionate Share  of
the  cost of  all electrical  consumption in the  Building of  which the Demised
Premises are a  part, in  connection with its  use and  operation. Each  Tenant,
however,  shall  pay for  any  electrical services  furnished  in excess  of the
electric to be furnished to each Tenant as hereinafter provided in Article  5.10
(ii).
 
(ii)  If  Tenant  uses any  electrical  equipment other  than  ordinary business
equipment (such as typewriters, personal  computers, telefax machines or  normal
office  copiers), the charge for the increased power consumption by Tenant shall
be determined by an independent consultant selected by Landlord, whose fee shall
be paid by Tenant. Tenant shall  pay the full additional charge attributable  to
the  increased power  consumption by Tenant.  Said payment shall  be made within
thirty (30)  days after  demand,  and Landlord  shall  furnish a  breakdown  and
computation  of such charged based on  the report of the independent consultant.
Landlord warrants that the foregoing covenant shall be applicable to each Tenant
of the Building.
 
6. REPAIRS AND MAINTENANCE
 
     6.1 During the Term, the Landlord, at its cost and expense (but subject  to
the  provisions of Article  5.6), shall keep  in good order,  safe condition and
repair the structural parts of the Building, including the walls, roof, concrete
floor, foundation and  structural steel, together  with plumbing, utility  lines
and  facilities serving the  Demised Premises, except  for repairs or

                                      10

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<PAGE>

maintenace occasioned by  the  negligence or  deliberate  act  of Tenant, or its
agents,  servants,  employees and invitees,  which  shall be  then  repaired  by
Landlord at the cost and expense of the Tenant.
 
     6.2 Subject to the  provisions of Article 5,  the Landlord shall take  good
care  of  and  maintain,  repair and  replace  the  lawns,  shrubbery, driveway,
sidewalks, entranceways, foyers, curbs and parking area on the Property, and the
Landlord shall provide snow removal.
 
     6.3 Tenant agrees to keep  the Demised Premises in  as good repair as  they
are  at the beginning of the Term, reasonable use and wear thereof and damage by
fire or other casualty not caused by Tenant excepted. Tenant further agrees  not
to  damage, overload,  deface or  commit waste  of the  Demised Premises. Tenant
shall be responsible  for all damage  of any  kind or character  to the  Demised
Premises,  including  the windows,  glass (subject  to the  terms of  Article 12
hereof), floors, walls  and ceilings,  caused by Tenant  or by  anyone using  or
occupying  the Demised Premises by, through  or under the Tenant. Landlord shall
repair the  same,  and Tenant  agrees  to pay  the  costs incurred  therefor  to
Landlord   upon  demand.   Anything  hereinabove   contained  to   the  contrary
notwithstanding, it is expressly understood and agreed that the Tenant shall, at
its sole  cost and  expense,  be responsible  for  the repair,  maintenance  and
replacement  of any  items installed by  Landlord for Tenant's  use as leasehold
improvements over and above the improvements  furnished by Landlord, as part  of
Landlord's Work.
 
     6.4  Anything hereinabove contained to the contrary notwithstanding, Tenant
shall, at  its  own cost  and  expense,  replace all  light  bulbs,  fluorescent
fixtures  and  ballasts  after their  initial  installation by  Landlord  at the
commencement of the lease Term.
 
7. LANDLORD'S SERVICES
 
     7.1 Subject to the provisions of Article 5, the Landlord shall furnish  the
services  for which the Building  is equipped, to the  extent that then existing
facilities for such


                                      11


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services permit,  except that heat and air-conditioning,  as required,  shall be
furnished  only  between  the  hours of 8:00 A.M. and 8:00 P.M.  Monday  through
Friday  and between  9:00 A.M. and 1:00 P.M. Saturdays  (Sundays  and  State and
Federal holidays  excluded). In  the event  Tenant  uses  the  Demised  Premises
beyond the regular work week, the  Tenant shall be responsible for the  cost  of
heating and air conditioning services furnished to the Demised  Premises at  the
rate of $22.00 per hour. The said  $22.00  per  hour  charge  shall be increased
from  time  to  time  as  may  be  required  in  the event of escalations of any
applicable utility service, so as to  provide  an equitable  adjustment  as  may
be  required to  incorporate such increased cost.  Any  such increase  shall  be
in writing and shall incorporate information as to any applicable  utility  rate
increase justifying the per hour escalation cost. Tenant  agrees  that  it  will
cooperate  with  Landlord  in   metering  Tenant's   use  of  the  heating   and
air-conditioning system, in accordance with any energy or  other  use  measuring
systems which Landlord may install on the  Demised Premises, or in lieu thereof,
Landlord may request Tenant to keep a log of such overtime use.
 
     7.2 Janitorial services are as referred  to on Schedule 'C' annexed  hereto
and made a part hereof.
 
8. INABILITY TO PERFORM
 
     If  by reason of strike, labor  disputes, or other cause outside Landlord's
control, including but  not limited  to, governmental  preemption in  connection
with  a national emergency or any rule,  order or regulation of any governmental
agency, or conditions  of supply and  demand which  are affected by war or other
emergency  or acts of God,  Landlord shall be unable  to fulfill its obligations
under this lease  or shall be  unable to  supply any service  which Landlord  is
obligated  to supply, this  lease and Tenant's obligation  to pay rent hereunder
shall not be affected,  impaired or excused. Landlord  agrees, however, that  it
will  use all reasonable efforts to obtain  restoration of services based on the
then existing circumstances.

                                      12

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<PAGE>

     9. INSURANCE
 
     9.1  The Tenant covenants and agrees that it will carry liability insurance
in the minimum  amount of  ONE MILLION  AND 00/000  ($1,000,000.00) DOLLARS  per
accident  and TWO  HUNDRED FIFTY THOUSAND  AND 00/000  ($250,000.00) DOLLARS for
property damage. The Tenant  further covenants and agrees  that it will add  the
Landlord  as a  name party insured  by such  policy and furnish  Landlord with a
certificate of said liability insurance prior to the commencement of the Term of
this lease  and thereafter  on an  annual  basis. The  Tenant agrees  that  such
insurance  coverage will be maintained in full force and effect during the Term.
In addition,  it is  expressly  understood and  agreed that  Tenant's  liability
policy  shall (i) name  as insureds the  Tenant, the Landlord,  and, if Landlord
requests, the  Landlord's mortgagees;   (ii)  be written  on a  form  reasonably
satisfactory  to Landlord by a good  and solvent insurance company of recognized
standing, admitted to  do business  in the State  of New  Jersey and  reasonably
satisfactory  to Landlord;  and (iii) provide  that it  will be non-cancellable,
except on  thirty  (30) days'  prior  written notice  to  the Landlord  and,  if
requested by the Landlord, the Landlord's mortgagees.
 
     9.2 The Tenant, at its own cost and expense, shall insure its own fixtures,
equipment and contents.
 
     9.3  The Landlord and  Tenant mutually waive all  right of recovery against
each other, their agents, servants or employees, for any loss, damage or  injury
of  any  nature whatsoever  to  property or  person  for which  either  party is
insured.  Each  party  shall  obtain  from  its  insurance  carrier  waivers  of
subrogation  rights  under their  respective  policies which  shall  be included
within the terms of the policies and  will furnish evidence of such waiver  upon
request.
 
     10. LANDLORD'S ACCESS FOR FUTURE CONSTRUCTION
 
     The  Landlord reserves  the right to  enter the Building,  Land and Demised
Premises in connection with  the construction and erection  of any additions  or
improvements to the Building and Land of which the Demised Premises are a part,
 
                                       13
 
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<PAGE>

provided  that in  the use  of such  right the  Landlord shall  not unreasonably
interfere with  the use  of the  parking  areas and  driveways or  the  Tenant's
business.
 
11. FIXTURES
 
     The  Tenant is  given the  right and  privilege of  installing and removing
property, machinery, equipment and fixtures  in the Demised Premises during  the
Term of the lease subject to compliance with applicable rules and regulations of
governmental boards and bureaus  having jurisdiction  thereof,  at the  cost and
expense of Tenant. However,  if the Tenant  is in default and  moves out, or  is
dispossessed,  and  fails  to  remove  any  property,  machinery,  equipment and
fixtures or other property (including  all computer, data and telephone  cabling
and  equipment which is installed within  the Demised Premises, including any of
the foregoing which has been installed above the ceiling) prior to such default,
dispossess or removal,  then and in  that event, the  said property,  machinery,
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 to the Tenant, together with an additional  twenty
one (21%) per cent of such costs for Landlord's overhead and profit, which total
costs  shall be  deemed to  be Additional  Rent hereunder.  The Tenant  shall be
liable for any damage which it causes  in the removal of said property from  the
Demised Premises.
 
     12. GLASS
 
     Tenant  shall  be  solely  responsible  for  the  maintenance,  repair  and
replacement of the plate glass within or forming a part of the Demised Premises,
but Tenant is herewith granted the  continuing option either to insure the  risk
or  to self insure the same. Notwithstanding  the foregoing, Tenant shall not be
responsible for  the  maintenance,  repair  and  replacement  of  the  perimeter
plateglass  if such  plateglass is damaged  or destroyed from  any cause arising
from outside the building such as from
 
                                       14
 
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<PAGE>

weather conditions or  rock throwing except  if the damage  from outside of  the
building  is caused by or due  to Tenant's negligence or intentional misconduct,
Tenant  shall  remain  solely  responsible  for  such  maintenance,  repair  and
replacement.
 
     13. MISCELLANEOUS
 
     13.1  Tenant shall comply with the rules and regulations annexed hereto and
made a part hereof as  Schedule 'D'. The Landlord  reserves the right to  adopt,
amend  or  repeal, from  time  to time,  reasonable  rules and  regulations (the
'Rules') concerning the use and occupancy of the Demised Premises,  which  shall
be applicable to all tenants of the Building. Notice of the Rules, if any, shall
be given to the Tenant in writing.
 
     13.2 The term  'Landlord', as used  herein, shall mean  the named  Landlord
hereunder and any successor to its interest in the Building. If Landlord assigns
such  interest,  it shall  thereupon  cease to  be  liable for  any subsequently
accruing obligations  under  the lease,  which  obligations shall  be  the  sole
liability of the assignee of such interest.
 
     13.3  The  term  'Tenant', as  used  herein,  shall mean  the  named Tenant
hereunder, any permitted assignee of  this lease and/or any permitted  subtenant
of all or any portion of the Demised Premises.
 
     13.4  Landlord  and  Tenant  hereby  waive trial  by  jury  in  any action,
proceeding or counterclaim arising under or in connection with the lease.
 
     13.5 Any  cleaning  or  other  maintenance work  caused  by  Tenant  to  be
performed  in the Demised  Premises shall be performed  by a maintenance company
designated by Landlord.
 
     13.6 This lease shall be governed by the Laws of the State of New Jersey.
 
     13.7 The invalidity or unenforceability of  any provision of this lease  in
any  instance shall have  no effect upon  the validity or  enforceability of the
remainder of the lease  or the validity or  enforceability of such provision  in
any other instance.
 
                                       15

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<PAGE>

     13.8  This  lease  contains  the  entire  agreement   between  the  parties
concerning the Demised  Premises,  and its execution has not been induced by any
representation or warranty by Landlord or Tenant not set forth herein.

     13.9 This lease may be modified  and the  provisions  hereof may be waived
only by the signed written agreement of the parties.

     13.10 This  lease  shall be  binding  upon and inure to the  benefit of the
parties and their respective  heirs,  administrators,  successors, executors and
permitted assigns and shall be deemed to run with the Land.

     13.11 The captions  herein are for  convenience of reference only and shall
not be deemed to  define,  limit or  describe  the  scope or  intendment  of any
provision of the lease.

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

   14. FIRE AND CASUALTY

     14.1  In case of any  damage  to the  Building  by fire or  other  casualty
occurring  during  the Term or  previous  thereto,  this  renders  the   Demised
Premises  wholly  untenantable  so that the same  cannot be  repaired within one
hundred  eighty  (180) days from the  happening  of such  damage,  then the Term
hereby created shall, at the option of the Landlord,  terminate from the date of
such damage.  If the  Landlord  elects to terminate  the lease,  Landlord  shall
notify the Tenant of such  election  within thirty (30) days of the happening of
the fire or casualty, and in such event the Tenant shall  immediately  surrender
the Demised  Premises and shall pay Fixed Rent and  Additional  Rent only to the
time of such damage and the Landlord may  re-enter  and  repossess  the  Demised
Premises,  discharged from this lease. In the event the Landlord can restore the
Demised  Premises  within one hundred  eighty  (180) days,  it shall  advise the
Tenant of such fact, and the lease shall remain in full


                                       16


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<PAGE>

force and effect during the period of Landlord's restoration,  except that Fixed
Rent and  Additional  Rent shall abate,  upon the happening of fire or casualty,
and while the  repairs  and  restorations  are being  made,  but the rent  shall
recommence upon  restoration of the Demised Premises and delivery of the same by
the   Landlord  to  the  Tenant.   Landlord   agrees  that  it  will   undertake
reconstruction  and  restoration of the Demised  Premises with due diligence and
reasonable speed and dispatch, subject to the terms and conditions of Article 8.

     14.2 If the Building shall be damaged,  but the damage is repairable within
one hundred  eighty (180) days the  Landlord  agrees to repair the same with due
diligence and reasonable  speed and dispatch subject to the terms and conditions
of Article 8. In such  event,  the rent  accrued and  accruing  shall not abate,
except  for  that  portion  of the  Demised  Premises  that  has  been  rendered
untenantable  and as to that  portion the rent shall  abate,  based on equitable
adjustments.

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

     14.4  Notwithstanding  anything contained in Article 14.1 or 14.2 above, if
such repairs and for any reason not completed within two hundred ten (210) days,
then the Tenant shall have the right to terminate this lease upon written notice
to the Landlord of such election,  and in such event of termination Landlord and
Tenant shall thereupon be released of liability one to the other, and the within
lease shall be deemed null and void.

     14.5 Rent,  as referred to in this Article 14, is intended to include Fixed
Rent,  Additional Rent and all other lease charges required to be paid by Tenant
pursuant to this lease.


   15. COMPLIANCE WITH LOCAL RULES AND REGULATIONS

     15.1 Landlord  convenants and agrees with Tenant that upon the Commencement
Date,  the Demised  Premises will comply with all statutes,  ordinances,  rules,
orders,  regulations  and  requirements  of the  Federal,  State  and  Municipal
Government and of any and all their departments and bureaus, and with the


                                       17


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<PAGE>

requirements of the Board of Fire Underwriters, or their equivalent in the State
of New Jersey, which are applicable to the use and construction of the same.

     15.2 the Tenant  convenants and agrees that upon and after the Commencement
Date, it will promptly execute and comply with all statutes,  ordinances, rules,
orders,  regulations  and  requirements  of the  Federal,  State  and  Municipal
Government and of any and all their  departments and bureaus  (provided same are
applicable  to Tenant's  occupancy or use of the Demised  Premises) and with any
reasonable  Rules  promulgated  by the Landlord in writing,  for the correction,
prevention and abatement of nuisances,  violations or other grievances, in, upon
or connected  with said Demised  Premises  during said Term and arising from the
operations of the Tenant therein, and the Tenant's cost and expense,  subject to
the right of the  Tenant to  contest  the  decision  by any such  department  or
bureau.  In  the  event  contests  any  such  governmental  decision,  it  shall
indemnify,  defend and save the Landlord harmless from any fine, penalty,  costs
and  liability  imposed upon the Landlord as a result of Tenant's  failure so to
comply,  or as a result of said  contest by Tenant.  The Tenant  convenants  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 Demised  Premises,  and will  further  comply with such other
requirements  that may be promulgated by the Board of Fire Underwriters or their
equivalent in connection  with the use and occupancy of the Demised  Premises by
the Tenant in the conduct of its business.  Anything hereinabove to the contrary
notwithstanding, it is expressly understood and agreed that the Tenant shall not
be required to make structural  changes in the Building if the same are required
by governmental regulation, as the same may be applicable as a matter of general
application to the Building,  provided that the Tenant shall be required to make
structural  changes that may be required by governmental  regulation if directly
attributable and resulting



                                       18



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<PAGE>

from  Tenant's occupancy and use  of the Demised Premises  in the conduct of its
business.
 
     15.3 Without limiting  anything hereinabove contained  in this Article  15,
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 the surrender of the Demised 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 two times the 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
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 Enviromental
Protection, hereinafter  referred to  as  'NJDEP', or  an approved  '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 in the event  of the termination or expiration of
any other lease affecting the


                                      19


 
<PAGE>

<PAGE>

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 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 Demised 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   its   Standard   Industrial
Classification  No.  is                 ,  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. 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  Demised  Premises. The  within covenants  shall  survive the  expiration or
earlier termination of the lease Term.
 
16. TERMINATION
 
     16.1 If there should  occur any default  on the part of  the Tenant in  the
performance  of any  conditions and  covenants herein  contained, or  should the
Tenant be evicted by summary proceedings or otherwise, the Landlord, in addition
to any  other remedies  herein contained  or as  may be  permitted by  law,  may
without  being liable  for damages, reenter  the said Demised  Premises and take
possession thereof; and, without being obligated to re-let the Demised  Premises
as  agent for the Tenant or otherwise, the Landlord may at its option re-let the
Demised Premises and receive the rents therefor and apply the same, first to the
payment of such expenses, including  real estate brokerage, reasonable  attorney
fees  and  costs,  as the  Landlord  may have  been  put to  in  re-entering and
repossessing the same and in making such  repairs and and alterations as may  be
necessary;  and second to the  payment of rents due  hereunder. The tenant shall
remain liable for such rents as may be in arrears


                                      20


 
<PAGE>

<PAGE>

and also the rents as may accrue subsequent to the re-entry by the Landlord,  to
the extent of the difference between the rents reserved hereunder and the rents,
if  any, received by  the Landlord during  the remainder of  the unexpired Term,
after deducting the aforementioned expenses, fees and costs; the same to be paid
as such deficiencies arise and are ascertained.
 
     16.2 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)  voluntary dissolution or liquidation of the Tenant.

          (iii) appointment  of  a permanant  receiver  or a  permanent  trustee
     of  all or substantially all the property of the  Tenant and such  receiver
     or  trustee shall not be discharged within  thirty  (30)  days  after  such
     appointment.
 
          (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, desertion or vacation of the Demised Premises by the
     Tenent.
 
     If  any event mentioned  in this subdivision (1)  shall occur, Landlord may
thereupon or at any time thereafter elect to cancel this lease by ten (10) 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  Fixed Rent or additional  Rent
     herein  reserved or any part  thereof for a period  of seven (7) days after
     the same is due  and payable as  in this lease  required. In addition,  any
     continuing  pattern of late payment  of rent shall be  a default under this
     lease.
 
          (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. 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.
 
     16.3  In case  of any such  default under  Article 16.2(2) and  at any time
thereafter following  the  expiration  of the  respective  grace  periods  above
mentioned, Landlord may serve a


                                      21




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<PAGE>

notice  upon the Tenant electing  to terminate this lease  upon a specified date
not less than  seven (7) 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 16.2(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. INSPECTION BY LANDLORD
 
     The  Tenant   agrees   that  the   said   Landlord's  agents,   and   other
representatives,  shall have the  right, during normal  business hours, to enter
into and upon the Demised  Premises, or any part  thereof, with prior notice  at
all  reasonable hours  for the  purpose of  examining the  same, 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).
 
18. NOTICES
 
     All notices required  or permitted  to be given  to the  Landlord shall  be
given  by certified mail, return receipt requested, addressed to the Landlord at
the address set forth at the head of  this agreement or such other place as  the
Landlord  shall designate  in writing. All  notices required or  permitted to be
given to the Tenant shall be given by certified mail, return receipt  requested,
addressed  to the Tenant at the Demised Premises, or at the address set forth at
the head of  the lease, or  such other place  as the Tenant  shall designate  in
writing.
 
19. NON-WAIVER
 
     The failure of the Landlord to insist upon strict performance of any of the
covenants or conditions of this lease or to exercise any option herein conferred
in  any  one  or  more  instances,  shall  not  be  construed  as  a  waiver  or
relinquishment of any such covenants, conditions or options, but the same  shall
be  and remain  in full  force and  effect. If  the Landlord  pursues any remedy
granted by the terms of this lease or the terms of
 
                                       22
 
<PAGE>

<PAGE>

applicable law, it shall not be construed  as a waiver or relinquishment of  any
other remedy afforded thereby.
 
20. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS
 
     20.1  The Tenant  may make  alterations, additions  or improvements  to the
Demised 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 Demised Premises, or do
not  lessen the value  of the Demised  Premises. Any consent  which Landlord may
give shall be conditioned upon Tenant furnishing to Landlord, detailed plans and
specifications with respect to any such  changes, to be approved by Landlord  in
writing.  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.  If Landlord  does not
require such removal, any  such alterations or additions  shall be deemed to  be
part of the realty upon installation. Landlord and Tenant hereby agree that they
shall  conduct a walkthrough inspection of  the Demised Premises at least ninety
(90) days prior to  the Expiration Date  of this lease,  at which time  Landlord
shall  determine which alterations  and improvements will need  to be removed by
the Tenant at Tenant's sole cost and  expense, and which shall remain. All  such
alterations,  additions  or  improvements  shall  be  only  in  conformity  with
applicable governmental  and  insurance  company  requirements  and  regulations
applicable to the Demised Premises. Tenant shall hold and save Landlord harmless
and indemnify Landlord against any claim for damage or injury in connection with
any of the foregoing work which Tenant may make as hereinabove provided.
 
     20.2  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
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.
 
                                       23
 
<PAGE>

<PAGE>

21. NON-LIABILITY OF LANDLORD
 
     21.1 The Landlord, its  agents, servants or employees  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 the Building, or from any damage or injury resulting or arising
from  any other cause or happening whatsoever.  The within covenant by Tenant is
an express inducement to the Landlord to enter into the within lease.
 
     21.2 Anything  hereinabove contained to the  contrary notwithstanding,  the
Tenant  in all events shall  assume all risk of damage  or loss to its property,
equipment and fixtures occurring in or  about the Demised Premises, whatever the
cause of such damage or loss, including Landlord's negligence.
 
22. CONDEMNATION
 
     If  the whole or part of the  Demised Premises shall be acquired by Eminent
Domain for  any  public or  quasi-public  use or  purpose  so that  the  Demised
Premises  cannot be  used for  its intended  leased purposes,  then and  in that
event, the Term shall cease and terminate  from the date that possession of  the
Demised  Premises is  taken by  the condemning  authority in  the Eminent Domain
proceeding, or as the result of the delivery of a deed in lieu of  condemnation.
The  Tenant  shall have  no  claim against  the Landlord  for  the value  of any
unexpired Term. No part of  any award made to the  Landlord shall belong to  the
Tenant, nor shall the Tenant make any claim against the condemning authority for
the  valaue of  its leasehold.  Anything hereinabove  contained to  the contrary
notwithstanding, it is  expressly understood  and  agreed that without affecting
Landlord's   award  as  hereinabove  referred  to,  the  Tenant  may  make  such
independent claims  as the  law may  allow with  respect to  Tenant's  leasehold
improvements, if any, trade fixtures and equipment.
 
23. INCREASE OF INSURANCE RATES
 
     If  the  rate which  the  Landlord must  pay  to obtain  fire  and casualty
insurance with full extended coverage shall be
 
                                       24

<PAGE>

<PAGE>

increased  because of any change in occupancy  or use of the Demised Premises by
the  Tenant,  or  because  of  the  Tenant's  non-compliance  with  the   rules,
regulations  or requests of the fire insurance carrier, then such increase shall
be paid by the Tenant to the Landlord as Additional Rent.
 
24. MORTGAGE PRIORITY
 
     This lease shall not be a  lien against the Demised Premises, the  Building
or  the   lands  described  on  Schedule 'E'  (the 'Land')  in  respect  to  any
mortgages that are  now or may  hereafter be placed  upon the Demised  Premises,
Building  or  Land.  The recording  of  such  mortgage or  mortgages  shall have
preference and  precedence and  be superior  and prior  in lien  to this  lease,
irrespective  of the  date of  recording, and the  Tenant agrees  to execute any
instruments, without  cost,  which may  be  deemed necessary  or  desirable,  to
further  effect  the  subordination  of  this  lease  to  any  such  mortgage or
mortgages.
 
25. QUIET ENJOYMENT
 
     The  Landlord covenants  and represents that the Landlord is  the owner  of
the  Demised Premises  herein leased  and has the  right and  authority to enter
into, execute and deliver this lease, and does further covenant that the  Tenant
on paying the rent and performing the conditions and covenants herein contained,
shall  and may peaceably and  quietly have, hold and  enjoy the Demised Premises
for the Term.
 
26. SIGNS
 
     Landlord agrees that  it will provide a directory in the lobby area of  the
Building,  and Tenant may,  with Landlord's prior  written consent, identify its
business name by  lettering on  the entrance  doorway to  the Demised  Premises.
Tenant shall not have the right to place any other signs in or about the Demised
Premises,  the Building or Land.  If Tenant requires a  listing of more than one
identification, the cost  of such  listing shall be  at Tenant's  sole cost  and
expense.

                                            25

<PAGE>

<PAGE>

27. CHANGES IN OR ABOUT PREMISES
 
     This lease shall not be affected or impaired by any change in the sidewalk,
alley or street adjacent to or around the Building, or in parking regulations of
the Borough of Mountainside or any County or State Agency or Office.
 
28. LIMIT OF LANDLORD'S LIABILITY
 
     Tenant  shall look solely to Landlord's estate and property in the Building
and Land 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.
In no event shall there by any personal liability on the part of Landlord beyond
its interest in the  Building and Land  and no other assets  of Landlord or  its
partners  shall be  subject to  levy, execution,  attachment or  any other legal
process.
 
29. LANDLORD'S REMEDIES AND EXPENSES
 
     29.1 All  rights  and  remedies  of Landlord  herein  enumerated  shall  be
cumulative, and none shall exclude any other right or remedy allowed by law. For
the  purposes of any suit brought or based hereon, this lease shall be construed
to be a divisible contract, to the end that successive actions may be maintained
on  this   lease   on  successive   periodic   sums  which   mature   hereunder.
Notwithstanding  the foregoing, Landlord agrees that all cognizable claims shall
be filed in one action.
 
     29.2 Tenant shall pay,  upon demand, all of  the Landlord's costs,  charges
and  expenses,  including  the reasonable  fees  of counsel,  agents  and others
retained by Landlord, incurred in enforcing Tenant's obligations hereunder.

30. LANDLORD'S RESERVED RIGHTS
 
     Landlord reserves the following rights:
 
          (a) During the last  ninety (90) days  of the Term if, during or prior
     to that  time, Tenant vacates  the Demised Premises,  to decorate, remodel,
     repair, alter or otherwise prepare the Demised Premises for re-occupancy.


                                          26

<PAGE>

<PAGE>

 
          (b) To  show  the  Demised Premises  to prospective tenants or brokers
     during  the  last twelve (12) months  of the  Term or any extension thereof
     (or during any period of time during which Tenant  is in default hereunder)
     and  to  prospective  purchasers  or  mortgagees,  at all reasonable times,
     provided prior oral notice to Tenant  in each  case is  given and  Tenant's
     use  and  occupancy  of  the  Demised  Premises  shall  not  be  materially
     inconvenienced by any such action of  Landlord. Landlord may enter upon the
     Demised Premises and may exercise any or all of the foregoing rights hereby
     reserved  without  being  deemed  guilty  of an  eviction or disturbance of
     Tenant's  use  or  possession  and  without  being  liable in any manner to
     Tenant.
 
31. ASSIGNMENT AND SUBLETTING
 
     31.1  Tenant shall neither assign this lease  nor sublet all or any portion
of the Demised Premises  without Landlord's prior  consent, which consent  shall
not  be unreasonably withheld, subject to Landlord's rights hereinafter provided
in Article  31.4. Landlord  may  withhold such  consent  if, in  the  reasonable
exercise  of its  judgment, it determines  that any of  the following enumerated
conditions are applicable:
 
          (a) the proposed assignee's or subtenant's financial condition is  not
     sufficient  to  meet  its  obligations  undertaken  in  such  assignment or
     sublease;
 
          (b) the proposed use  of the Demised Premises  is not appropriate  for
     the Building or in keeping with the character of its existing tenancies;
 
          (c)  such assignee's or subtenant's  occupancy will cause an excessive
     density of traffic or  make excessive demands  on the Building's  services,
     maintenance or facilities;
 
          (d) such assignee or subtenant is a tenant of and is vacating premises
     in the Building,  or any  other building owned  by or  through the  persons
     constituting   Landlord  hereunder,  including  any  corporation  in  which
     Landlord's  principals  are  majority  stockholders,  and  any  affiliates,
     subsidiaries or parent of such corporation;

                                        27

<PAGE>

<PAGE>

     (e)  the rental obligation of such assignee or subtenant would be less than
Tenant's rental obligations hereunder;
 
     (f) less than ninety (90%) per cent of the Building's rentable area is then
rented; or
 
     (g) Landlord wishes to accept the offer as provided in Article 31.4.
 
     31.2  Any request by Tenant for Landlord's  consent to an assignment of the
lease shall state the proposed assignee's address and be accompanied by a profit
and loss and balance statements of the proposed assignee for the prior three (3)
years, as well as  duplicate original of the  instrument of assignment  (wherein
the  assignee assumes,  jointly and  severally with  Tenant, the  performance of
Tenant's obligations hereunder).
 
     31.3 Any request by Tenant for Landlord's consent to a sublease shall state
the proposed  subtenant's address  and be  accompanied by  profit and  loss  and
balance  statements of the proposed subtenant for  the prior three (3) years, as
well as a duplicate original of  the instrument of sublease (wherein Tenant  and
the proposed subtenant agree that such sublease is subject to the lease and such
subtenant  agrees that, if the lease  is terminated because of Tenant's default,
such subtenant shall, at Landlord's option, attorn to Landlord).
 
     31.4 Any request by Tenant for  Landlord's consent to an assignment of  the
lease  or a sublease of  all or substantially all  of the Demised Premises shall
clearly set forth the proposed terms of such proposed assignment or sublease and
shall constitute Tenant's offer  to cancel the lease.  Landlord may accept  such
offer  by  notice to  Tenant within  ninety (90)  days after  Landlord's receipt
thereof, in which event, the  lease shall terminate as of  the end of the  month
following  the month in  which such notice is  sent (with the  same effect as if
such date were the date fixed herein  for the natural expiration for the  Term),
Fixed  Rent and Additional Rent shall be  apportioned to such date, Tenant shall
surrender the Demised Premises on such  date as herein provided, and subject  to
payment of required lease adjustments, the parties shall
 
                                       28
 
<PAGE>

<PAGE>

thereafter have no further liability one to the other. If Landlord fails to send
such notice, Tenant, within twenty (20) days after the expiration of such ninety
(90)  day period, may assign the lease or sublet all or substantially all of the
Demised Premises  to the  proposed  assignee or  subtenant  and upon  the  terms
specified  in such request, subject, however, to Landlord's rights under Article
31.1(a) through (f). In any event,  Tenant shall pay to Landlord, as  Additional
Rent, fifty (50%) percent of all amounts received by Tenant from the assignee or
subtenant  in excess  of the  Fixed Rent and  Additional Rent  payable by Tenant
hereunder.
 
     31.5 In the  event of a  permitted assignment, Landlord  may collect  Fixed
Rent and Additional Rent directly from the assignee. In the event of a permitted
sublease,  Landlord may,  if Tenant defaults  hereunder, collect  Fixed Rent and
Additional Rent directly from the subtenant. In either such event, Landlord  may
apply  any amounts so collected to the  Fixed Rent and Additional Rent hereunder
without thereby waiving any provisions hereof or releasing Tenant from liability
for the performance of its obligations hereunder.
 
     31.6 Landlord's consent to any  assignment or sublease hereunder shall  not
be  deemed a consent to any further proposed assignment or sublease by Tenant or
any one claiming  under or through  the Tenant, except  in accordance with  this
Article 31.
 
     31.7  It is expressly understood and  agreed that Tenant's Option to Renew,
as hereinafter set forth in  Article 38, shall be  personal to Tenant only,  and
may not be exercised  by any  permitted  assignee  or subtenant hereunder. It is
understood and agreed that Tenant's  Option to Renew shall  be null and void  in
the  event that fifty  (50%) percent or  more of the  Demised Premises have been
sublet by the Tenant  prior to the date  set for the exercise  by Tenant of  the
Option to Renew hereinafter set forth.
 
32. BROKERAGE
 
     The parties mutually represent to each other that CHARLES KLATSKIN COMPANY,
INC.,  400 Hollister,  Road, Teterboro,  New Jersey  07608 and  THE BLAU  & BERG
COMPANY, 140 Mountain Avenue,
 
                                       29
 
<PAGE>

<PAGE>

Springfield,  New  Jersey  07081  are  the  sole  brokers  who  negotiated   and
consummated  the within transaction, and that neither party dealt with any other
broker in connection with the within  agreement, it being understood and  agreed
that the Landlord shall be responsible, at its sole cost and expense, to pay the
real  estate brokerage commission in  connection with this transaction. Landlord
agrees to indemnify,  defend and  save harmless  Tenant in  connection with  the
claims  of any other real estate  broker 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 broker claiming commissions in connection with the  within
transaction and claiming authority from Tenant.
 
33. SECURITY
 
     33.1  Upon  execution of  this  lease, the  Tenant  shall deposit  with the
Landlord  the  sum of  EIGHT THOUSAND  NINE HUNDRED  TEN AND  00/100  (8,910.00)
DOLLARS  as security  (the 'Security') for  the full an  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 Security.
Anything herein  contained to  the contrary  nothwithstanding, it  is  expressly
understood  and  agreed  that  the  Security  shall  not  bear  interest. Tenant
covenants and agrees that it will  not assign, pledge, hypothecate, mortgage  or
otherwise  encumber the Security during the Term. It is expressly understood and
agreed that the Landlord shall have the right to co-mingle the Security with its
general funds and  the Security  shall not be  required to  be segregated.  Such
Security  may be transferred  to any purchaser  of Landlord's interest hereunder
provided as a  condition of such  transfer transferee assumes,  in writing,  the
obligation  to hold the same  pursuant to this Article,  and upon such transfer,
Landlord hereunder shall be relieved of any obligation with respect thereto.
 
                                       30



<PAGE>

<PAGE>

     33.2  Anything  in this  Article 33  to  the contrary  notwithstanding, the
Tenant acknowledges, covenants and agrees that in the event Landlord's mortgagee
shall  become mortgagee-in-possession  or take title  by foreclosure  or deed in
lieu of foreclosure, then, in either of such events, Landlord's mortgagee  shall
only  be liable in connection with  Landlord's obligations under this Article 33
to the  extent  that  the  Security  or  any  part  thereof  has  actually  been
transferred to Landlord's mortgagee by the Landlord.
 
34. SURRENDER OF PREMISES
 
     On the last day, or earlier permitted termination of the lease Term, Tenant
shall  quit and surrender the Demised 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 Demised Premises to the Landlord  peaceably,
together  with  all alterations,  additions and  improvements in,  to or  on the
Demised 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,  which  covenant shall  survive  the surrender  and  the delivery  of the
Demised 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 Demised 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/or disposal  of such  property to  the
Tenant,  which  obligation shall  survive  the lease  termination  and surrender
hereinabove provided. If the Demised Premises are not surrendered at the end  of
the  Term, Tenant shall  indemnify Landlord against  loss or liability resulting
from delay by Tenant  in surrendering the  Demised Premises, including,  without
limitation any claims made by any succeeding tenant founded on the delay.
 
                                       31
 
<PAGE>

<PAGE>

35. SURVIVAL OF OBLIGATION
 
     It  is expressly  understood and  agreed that  in the  event there  are any
obligations of 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  Term and
surrender of the Demised Premises by the Tenant to the Landlord. Notwithstanding
the foregoing, to the extent any payment or performance obligations required  by
the  terms of  the lease  are so  paid and  performed in  full during  the term,
including, but not limited to, insurance, repairs, glass repair and  replacement
or  financial statements, such obligations, in such event, shall not survive the
expiration or termination of the Term as aforesaid.
 
36. FINANCIAL STATEMENTS
 
     The Tenant agrees, at the request of the Landlord, 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.
 
37. 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 Demised 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.
 
38. OPTION TO RENEW
 
     Provided the Tenant is not in default pursuant to the terms and  conditions
of  this lease, the Tenant is hereby given  the right and privilege to renew the
within lease, for one (1) three (3) year renewal period, to commence at the  end
of the


                                       32

<PAGE>

<PAGE>

initial  Term of this lease,  which  renewal  shall  be  upon the same terms and
conditions as in this lease contained, except as follows:
 
          (1) During the three (3) year  renewal period, Tenant shall pay  Fixed
     Rent  in the  amount of  SIXTY NINE  THOUSAND EIGHT  HUNDRED SIXTY  ONE AND
     00/100 ($69,861.00)  DOLLARS  per  annum, in  equal  installments  of  FIVE
     THOUSAND  EIGHT HUNDRED TWENTY ONE AND 75/100 ($5,821.75) DOLLARS per month
     in the same manner as hereinabove provided in Article 2.
 
          (2) 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, twelve  (12) months'  prior notice  of its  intention to  renew,
     which  notice shall be  given to the  Landlord by the  Tenant no later than
     twelve (12) months prior to the date fixed for termination of the  original
     Term of this lease.
 
          (3)  The obligation  to pay Fixed  Rent as  hereinabove provided shall
     include  the  obligation  to  pay  applicable  tax  escalations  and   cost
     escalations  of Operational Services as required  pursuant to the terms and
     conditions of the within lease computed from the initial Commencement  Date
     of the within lease as applicable.
 
     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:                                 MOUNTAIN PLAZA ASSOCIATES
 
/s/ SONDRA STEINBERG                      BY:  [signature]               (L.S.)
-----------------------------                ---------------------------------
                                                                       Partner

ATTEST:                                  ALL COMMUNICATIONS CORPORATION

/s/ SONDRA STEINBERG                      BY: /s/ RICHARD REISS
-----------------------------                ---------------------------------
                                             Richard Reiss
 
                                       33
 
<PAGE>

<PAGE>

STATE OF NEW JERSEY )
                    )   SS.:
COUNTY OF SOMERSET  )
 
     BE IT REMEMBERED,  that on  this 13TH  day of  APRIL, 1995  before me,  the
subscriber,  SONDRA A.  STEINBERG personally  appeared HERBERT  PUNIA Partner of
MOUNTAIN PLAZA ASSOCIATES, a New Jersey Partnership, 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/ SONDRA A. STEINBERG
                                             -----------------------------------
                                             SONDRA A.  STEINBERG
                                             NOTARY PUBLIC OF NEW JERSEY
                                             My Commission Expires Nov. 23, 1995


 
STATE OF NEW JERSEY )
                    )   SS.
COUNTY OF SOMERSET  )
 
     BE IT REMEMBERED, that on this   day of                  , 1995 before  me,
the  subscriber, SONDRA A. STEINBERG personally appeared RICHARD REISS who, I am
satisfied, is the person  who signed the within  Instrument as PRESIDENT of  ALL
COMMUNICATIONS  CORPORATION, a New Jersey 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/ SONDRA A. STEINBERG
                                                  -----------------------------


                                     34

<PAGE>

<PAGE>

                                  SCHEDULE 'B'
                           WORK LETTER (OFFICE BLDG.)
 
I. LANDLORD'S OBLIGATIONS
 
     Landlord  agrees to provide  the following items  of basic construction (or
make allowances  indicated)  subject to  the  terms and  conditions  hereinafter
provided:
 
     A. GENERAL CONSTRUCTION
 
     1. FLOORS
 
          a)  Carpet  will be  provided  throughout rental  area  from selection
     provided by landlord. If tenant  selects different carpeting, an  allowance
     of $9.00/ yard installed will be given towards tenant's selection.
 
          b)  Floors will be  finished in non-carpeted  areas in Vinyl Composite
     tiles 9'' X 9'' or 12'' X 12'' X 1/8'', at the landlord's option. Color  of
     vinyl  composition title  to be selected  by tenant  from building standard
     color. Special patterns, diagonals, etc. will be at an extra cost.
 
          c) Vinyl base (brown or black) shall be installed in tile or  carpeted
     areas along the partitions.
 
          d)  Floor loads are designed  for live loads of  fifty (50) pounds per
     square foot.
 
     2. CEILINGS
 
          Ceilings will  be 2'0''  X 4'0''  acoustic title  of natural  fissured
     mineral fiber installed with exposed grid. Ceiling heights to be 8'4''.
 
     3. PARTITIONS
 
          a)  Partitions between tenant's  walls of leased  premises on multiple
     tenancy floors and between tenant's and public corridors will be firecode C
     gypsum board and shall have sound deadening insulation and to be taped  and
     spackled. All partitions shall extend from floor to underside of acoustical
     ceilings.
 
          b)  Partitions  within  tenant's  space  will  extend  from  floor  to
     suspended ceiling  and will  consist of  2 1/2''  metal studs  with  taped,
     spackled and painted 1/2'' thick gypsum wallboard on both sides as follows:
     There  will be  one (1)  linear foot  of partition  for every  fifteen (15)
     square feet of usable space.
 
          c) Partitions terminating at the  building exterior wall shall meet  a
     mullion  or a  column. Where partitions  are offset to  this condition, the
     offset shall occur 2 feet 0 inches minimum will be not wider than 4  inches
     for a minimum of approximately 2 feet from the exterior building wall.
 
     4. DOORS
 
          Doors shall be wood doors 1 3/4'' X 3' 0'' X 6'8'', flush. From public
     corridors one solid core
 
<PAGE>

<PAGE>

                            SCHEDULE 'B' (CONTINUED)
 
     door  shall be provided for  tenants having less than  2,000 square feet of
     rentable space, and  two doors shall  be provided for  tenants having  more
     than  2,000 square feet  of rentable space. Within  the leased premises one
     door will be provided for every 25 linear feet interior partition.
 
     5. HARDWARE
 
          Latch sets, hinges  and door  stops for all  interior doors.  Entrance
     door lock to be keyed with master building system.
 
     6. PAINTING
 
          All partitions are to receive two coats of paint. Painting shall be in
     pastel  colors to be selected by tenant  from the building color chart, not
     to exceed one color per  room or two colors in  any large open space.  Dark
     colors  and additional  colors, (graphics  included), shall  be at tenant's
     expense as additional work.
 
     7. VENETIAN BLINDS
 
          Building standard  metal  venetian blinds  will  be installed  on  all
     windows by landlord.
 
     B. ELECTRICAL CONSTRUCTION
 
     1. WIRING
 
          Facilities  sufficient for  2 watts per  square foot  of rentable area
     connected load at 110 - 120 V. single phase for general use, and facilities
     sufficient for 3 watts per square  foot of rentable area connected load  at
     265 V., 3 phase for fluorescent lighting.
 
     2. LIGHTING
 
          Furnish  and install one  (1) - 2  foot X 4  foot recessed fluorescent
     unit in building standard ceiling grid containing four 40 watt rapid  start
     lamps  and  acrylic diffuser  for  every 96  square  feet of  usable space.
     Initial installation  of lamps  for  the fixtures  to  be supplied  by  the
     landlord at its expense. Replacement of lamps and all parts  by  tenant  at
     tenant's expense.
 
     3. ELECTRICAL OUTLETS
 
          Furnish  and install one duplex electrical receptacle outlet for every
     125 square feet of usable  area to be located  on interior partitions at  a
     height of 18'' above finished floor.
 
     4. SWITCHES
 
          Install  on partition wall  one (1) silent on/off  light switch for an
     average of one (1) every six (6) 24'' X 48'' fixtures.
 
     5. TELEPHONE OUTLETS
 
                                       2
 
<PAGE>

<PAGE>

                            SCHEDULE 'B' (CONTINUED)
 
          Tenant shall make arrangements with the Telephone Company and pay  for
     required  installations.  Tenant will  cause Telephone  Company work  to be
     performed at a time compatible with landlord's work.
 
     C. HEATING, VENTILATION AND AIR CONDITIONING
 
          The heating, ventilation and air conditioning is designed to  maintain
     78  degrees F  and 50%  relative humidity  indoors in  the summer  when the
     outdoor temperature is 95 degrees FDB and 75 degrees FWB. In the winter the
     building will be maintained at 70 degrees F when the outdoor temperature is
     0 F  with a  15 MPH  wind.  The performance  standard indicated  by  design
     criteria  are based upon and  limited to an occupancy  of not more than one
     (1) person per one hundred (100) square  feet of usable area. There are  no
     provisions  in the cooling design for any heat producing equipment, exhaust
     fans, or ventilating hoods that might be used in your operations.
 
II. TENANT'S OBLIGATIONS
 
A. SCHEDULE OF DELIVERY OF TENANT'S DRAWINGS
 
     Tenant shall  furnish landlord,  for its  approval the  following  complete
descriptive  information and  drawings, including Basic  Construction and Finish
Work on or before the  dates listed below: (15 copies  of each drawing shall  be
furnished to landlord).
 
     1. On or Before _____________________________________________
 
          a)  The location  and extent  of floor  loading and  floor openings in
     excess of building standard.
 
          b)  Any  special  air-conditioning  needs  by  location  and   general
     description of need.
 
          c) Location and description of any special plumbing requirements.
 
          d)  Estimated  total electrical  load,  including lighting  for entire
     space. Show  amount and  location of  areas requiring  loads in  excess  of
     building standard.
 
          e) Location, loads, and dimensions of telephone equipment rooms.
 
     2. On or Before _____________________________________________
 
          a) Partition locations and type.
 
          b) Door locations, size and type, hardware schedule.
 
          c) Reflected ceiling plans.
 
          d) Location of electrical outlets.
 
          e) Any structural architectural installations.
 
          f) Specific plumbing requirements, including plans and specifications.
 
                                       3


<PAGE>

<PAGE>

                            SCHEDULE 'B' (Continued)
 
          g) Non-building  standard  ceiling heights  and/or materials,  and any
             other information not delineated in C below.
 
          h) Any special required undercut of door measurement.
 
     3. On or Before____________________________________________
 
          a) Decorative plans, including plant  schedule, floor coverings,  wall
             coverings.
 
          b) Non-structural architectural detailing.
 
         All drawings to show inside dimensions and to identify outer  perimeter
     columns as per plans showing rentable  spece attached to  lease. If  tenant
     fails to  furnish such drawings and information within the time  prescribed
     (or any further information within  five (5)  days after  written  demand),
     landlord  may complete the leased premises in a manner satisfactory to  the
     landlord.
 
B. FILING OF PLANS
 
         All such plans and specifications are expressly subject  to  landlord's
     written  approval,  which  landlord  covenants  it  will  not  unreasonably
     withhold. Tenant  covenants  and  agrees  that  said  plans,   along   with
     mechanical and electrical plans and specifications  detailed  in  Paragraph
     II. A.  hereof,  to  be filed  at  tenant's  sole  cost  and  expense  with
     the  appropriate  governmental  agencies  in  such  form  (building notice,
     alteration or other form) as  landlord may reasonably direct.
 
C. BUILDING STANDARD PLANS
 
         Landlord,  at  landlord's  sole  cost  and  expense  shall  cause to be
     prepared complete mechanical and electrical plans and specifications  where
     necessary for installation of building standards.
 
D. TENANT'S FINISH WORK
 
     1.  Landlord  further  agrees  to  perform at  tenant's  request,  and upon
         submission  by  tenant  of  necessary  plans  and  specifications   any
         additional  or non-standard work, work over and above that specified in
         Section I hereof. Such work shall be performed by landlord, at tenant's
         sole expense, as a  tenant's extra. Prior to  commencing any such  work
         requested  by tenant, landlord will  submit to tenant written estimates
         of the  cost of  any such  work. If  tenant shall  fail to  approve  in
         writing  any such estimate within ten (10) working days, the same shall
         be deemed disapproval in all respects by tenant, and landlord shall not
         be authorized or obligated to proceed thereon.
 
     2.  Tenant may, at its option after  occupancy of premises, employ its  own
         subcontractors  for finishing trades work, such as carpentry, millwork,
         cabinet work, carpeting and draperies as may be initially furnished and
         installed  by   tenant  in   the   demised  premises,   provided   such
         subcontractors  work in  harmony with,  and do  not interfere  or cause
 
                                       4
 
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<PAGE>

                            SCHEDULE 'B' (Continued)
 
         jurisdictional labor disputes  with the  labor forces  employed by  the
         landlord, its contractors or any other tenant or their contractors, and
         otherwise  comply  with  the  provisions  of  the  lease,  and provided
         tenant's  subcontractors  accept  the  administrative  supervision   of
         landlord's   representatives,   as   to   work   scheduling.  Workmen's
         Compensation, public liability insurance and property damage insurance,
         with a  Hold Harmless  provision,  all in  amounts and  with  companies
         reasonably satisfactory to landlord, shall be maintained by such finish
         trades   subcontractors;  certificates  of   such  insurance  shall  be
         furnished to landlord prior to commencement of work.
 
     3.  No credit is intended nor shall  any be allowed for the unused  portion
         of work allowed by the landlord.
 
E. BILLING
 
          Tenant  agrees to pay  landlord the  actual  cost  of  all  such  work
     together with 10% of all aggregate cost as provided  to  reimburse landlord
     with respect to expenses  in  furnishing  such  non-standard  work.  Tenant
     agrees that the same shall be collectable  as additional  rent pursuant  to
     the lease  and in  default  of payment  thereof,  landlord (in  addition to
     all other  remedies) has  the same rights as in the  event  of  default  of
     payment of rent.
 
          Landlord or  its agent  may submit  statements to tenant for  sums due
     it hereunder  monthly, of the work performed to date and/or  for  materials
     delivered to the job  site during the  previous month, and  the same  shall
     be payable  by tenant to landlord or its  designee  within  ten  (10)  days
     thereafter.
 
F. SUBSTITUTIONS
 
          All  finish work shall require the  installations of new materials  at
     least comparable to  the quality  installed  in the  building.  Tenant  may
     substitute material,  equipment and fixtures  (except venetian blinds)  for
     those specified for Basic Construction of equal or better  quality.  Tenant
     shall pay landlord the cost to landlord for  such  substitute  items  which
     are in  excess of such  items included  in Basic Construction. The cost  to
     tenant for such substitution shall be landlord's cost  for  the  substitute
     item  less the allowance, if any, for the Basic Construction item  plus 10%
     overhead and  10% profit  in connection with  landlord's  expenses  in  the
     handling of the substitution. Tenant may also request landlord to  omit the
     installation of any item not theretofore installed provided  such  omission
     shall not delay landlord's  work  and  landlord  thereafter  shall  not  be
     obligated to install the same. Tenant  shall  not be entitled to any credit
     for such item  omitted  against  any  additional item  or  any  item  of  a
     different  kind  or   character.  Any  changes  or  deletions  or additions
     required  by  appropriate  government  agencies,  shall  be  considered  as
     approved by  tenant and treated  as  additional  tenant  finish work and be
     billed accordingly. There shall be no cash credits or allowances.
 
          Tenant, within   ten  (10)  days   of  acceptance  of  this  document,
     shall designate in writing to landlord an
 
                                       5
 
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<PAGE>

                            SCHEDULE 'B' (CONTINUED)
 
     authorized  representative,  to  coordinate  with  landlord's  work  to  be
     performed hereunder.
 
          Nothing in this Work Letter  shall  be  construed  as  being  building
     standard, unless affirmatively stated as being supplied by landlord.
 
          The  provisions  of  the  Work  Letter  are  specifically  subject  to
     the provisions of the lease, and shall be incorporated as Exhibit  B in the
     lease.
 
                                       6




<PAGE>

<PAGE>

                                  SCHEDULE 'C'
                      BUILDING MAINTENANCE SPECIFICATIONS
 
1.   General (Five Nights per Week)
 
     A. All  ceramic, tile  and other unwaxed  flooring to be  swept nightly and
        washed as necessary.
 
     B. All composition tile to be swept.
 
     C. All carpeting and rugs to be vacuumed.
 
     D. All  furniture,  fixtures,  pictures,  ledges,  chair  rails  and  other
        furniture and window sills to be hand-dusted and cleaned.
 
     E. All ashtrays to be emptied and damp-wiped clean.
 
     F. All  waste receptacles to be emptied  and refuse removed to a designated
        area of the building.
 
     G. Interiors of all waste disposal cans  and baskets will be kept clean  by
        inserting a plastic liner in each.
 
     H. All water coolers to be washed and polished.
 
     I. All door louvres and other ventilating louvres within reach to be dusted
        as necessary.
 
     J. All telephones to be hand-dusted.
 
     K. All bright work to be wiped clean and polished.
 
     L. All  fingerprints  and  smudges  to  be  removed  from  painted verticle
        surfaces whenever and whenever practicable.
 
     M. All stairways to be swept and dusted nightly or mopped when necessary.
 
     N. The elevators to be swept, dusted and vacuumed nightly.
 
2.   Lavatories (Five nights per week)
 
     A. All lavatory rooms to be swept and washed nightly with a disinfectant.
 
     B. All mirrors, shelves, bright work and enameled surfaces in lavatories to
        be washed and polished.
 
     C. All basins, bowls and urinals to be scour-washed with a disinfectant.
 
     D. All toilet seats to be scour-washed and disinfected.
 
     E. All partitions, tile walls, dispensers and receptacles to be hand-dusted
        and washed when necessary.
 
     F. Landlord will furnish all paper towels, toilet tissue and plastic  bags.
        Units should be checked and replenished daily by Custodial.
 
     G. All  wall tile and stall surfaces to  be washed and polished as often as
        necessary.
 
<PAGE>

<PAGE>

3.   High Dusting
 
     A. All pictures, frames, charts  and similar wall  hangings not reached  in
        daily cleaning to be dusted once per week.
 
     B. All  vents, moldings, grill work and  exposed pipes not reached in daily
        cleaning to be dusted once per week.
 
4.   Floor Care
 
     A. Vacumm all carpeted areas nightly.
 
     B. Sweep and/or dust mop all non-carpet areas nightly.
 
     C. Spot clean spillage in non-carpeted areas.
 
     D. Spot clean  all  carpeted  areas  (once  carpets  have  been  thoroughly
        cleaned).
 
     E. Wet mop all lavatory floors using a disinfectant and a deodorant.
 
     F. Computer Flooring: Sweep, dry mop or vacuum as applicable.
 
     G. Damp mop marble flooring in main lobby nightly.
 
     H. Maintain  all  composition tile  floor surfaces  using an  approved, low
        alkaline, non-injurious detergent as well as an Underwriters  Laboratory
        approved floor finish that is non-staining and provides a high degree of
        slip prevention as necessary.
 
5.   Window Cleaning
 
     A. Inside and outside
 
     B. Once per year
        (a) perimeter windows
        (b) Mirror walls
        (c) Domes and glass wall
 
     D. Twice per month
        Railings and Entrance
 
6.   Janitorial Services
 
     Five nights per week.
 
7.   Carpet Shampooing
 
     Upon request at additional charge.



<PAGE>

<PAGE>

                                  SCHEDULE 'D'
                         BUILDING RULES AND REGULATIONS
 
     1.  Tenant shall not obstruct  or permit its agents,  clerks or servants to
obstruct, in any way, the sidewalks, entry passages, corridors, halls, stairways
or elevators of the Building, or use the  same in any other way than as a  means
of  passage to and from the offices of  Tenant; bring in, store, test or use any
materials in the Building which  could cause a fire  or an explosion or  produce
any fumes or vapor; make or permit any improper noises in the Building; smoke in
the elevators; throw substances of any kind out of the windows or doors, or down
the  passages of the Building,  or in the halls or  passageways; sit on or place
anything upon the window sills; or clean the windows.
 
     2. Waterclosets and urinals  shall not be used  for any purpose other  than
those  for  which  they  are  constructed;  and  no  sweepings,  rubbish, ashes,
newspaper, paper towels or any other substances of any kind shall be thrown into
them. Waste and excessive or unusual use of electricity or water is prohibited.
 
     3. The windows, doors,  partitions and lights that  reflect or admit  light
into  the halls  or other  places of  the Building  shall not  be obstructed. NO
SIGNS, ADVERTISEMENTS  OR  NOTICES  SHALL  BE  INSCRIBED,  PAINTED,  AFFIXED  OR
DISPLAYED  IN, ON, UPON OR BEHIND ANY WINDOWS,  except as may be required by law
or agreed upon by  the parties; and  no sign, advertisement  or notice shall  be
inscribed  painted or  affixed on  any doors,  partitions or  other part  of the
inside of the Building, without the  prior written consent of Landlord. If  such
consent  be given by Landlord, any such  sign, advertisement, or notice shall be
inscribed, painted or affixed  by Landlord, but  the cost of  the same shall  be
charged to and be paid by Tenant, and Tenant agrees to pay the same promptly, on
demand. Landlord agrees that Tenant shall be suitably identified.
 
     4.  No contract  of any  kind with  any supplier  of towels,  water, toilet
articles, waxing, rug shampooing,  venetian blind washing, furniture  polishing,
lamp servicing, cleaning of electrical fixtures, removal of waste paper, rubbish
or  garbage, or  other like service  shall be  entered by Tenant,  nor shall any
vending machine of  any kind  be installed in  the Building,  without the  prior
written consent of Landlord.
 
     5.  When electric wiring of any kind is introduced, it must be connected as
directed by Landlord,  and no  stringing or cutting  of wires  will be  allowed,
except  with the prior  written consent of  Landlord, and shall  be done only by
contractors approved  by  Landlord.  The  number  and  location  of  telephones,
telegraph  instruments, electric appliances, call boxes, etc., shall be approved
by Landlord. No  tenant shall lay  linoleum or other  similar floor covering  so
that  the same shall be in direct contact with the floor of the Premises; and if
linoleum or other similar floor covering is desired to be used, in  inter-lining
of  builder's deadening felt shall  be first affixed to the  floor by a paste or
other material,  the use  of cement  or other  similar adhesive  material  being
expressly prohibited.
 
     6. Landlord shall have the right to prescribe the weight, size and position
of all safes and other bulky or heavy equipment and all freight brought into the
Building  by the Tenant; and also the times of moving the same in and out of the
Building; and  all  such  moving must  be  done  under the  supervision  of  the
Landlord.  Landlord will not  be responsible for  loss of or  damage to any such
equipment or freight  from any cause;  but all  damage done to  the Building  by
moving  or maintaining any  such equipment or  freight shall be  repaired at the
expense of Tenant.  All safes shall  stand on a  base of such  size as shall  be
designated  by  the Landlord.  The Landlord  reserves the  right to  inspect all
freight to be brought  into the building  and to exclude  from the building  all
freight which violates the lease.
 
<PAGE>

<PAGE>

                            SCHEDULE 'D' (Continued)


     7.  No machinery of any kind or articles  of unusual weight or size will be
allowed in the Building without the prior written consent of Landlord.  Business
machines  and mechanical equipment shall be  placed and maintained by Tenant, at
Tenant's expense, in settings sufficient  in Landlord's judgement to absorb  and
prevent vibration, noise and annoyance.
 
     8. No additional lock or locks shall be placed by Tenant on any door in the
Building,  without prior written consent of Landlord. Two keys will be furnished
Tenant by Landlord; two additional keys will be supplied to Tenant by  Landlord,
upon  request, without charge; any additional  keys requested by Tenant shall be
paid for  by Tenant.  Tenant, its  agents and  employees, shall  not change  any
locks.  All keys  to doors and  washrooms shall  be returned to  Landlord at the
termination of the  tenancy, and in  the event  of loss of  any keys  furnished,
Tenant shall pay Landlord the cost thereof.
 
     9.  Tenant shall  not employ  any person  or persons  other than Landlord's
janitors for the purpose of cleaning the premises, without prior written consent
of Landlord. Landlord shall  not be responsible  to Tenant for  any loss due  to
theft or vandalism from the Demised Premises however occasioned.
 
     10.  No animals of any kind  shall be brought into or  kept in or about the
Premises.
 
     11.  The  requirements  of  Tenant  will  be  attended  to  only  upon  the
application  at  the office  of the  Building. Employees  of Landlord  shall not
perform any work  for Tenant  or do anything  outside of  their regular  duties,
unless  under special instructions from the  office of Landlord. Landlord agrees
to keep Tenant advised at all times of how to contact the Building Manager.
 
     12. The Premises shall  not be used for  lodging or sleeping purposes,  and
cooking  therein  is  prohibited.  Vending machines  for  coffee  and  rolls are
permitted, only upon  written consent of  Landlord, which consent  shall not  be
unreasonably withheld.
 
     13.  Tenant shall not  conduct, or permit  any other person  to conduct any
auction on the premises. The Tenant shall not store goods, wares or  merchandise
upon  the Premises, except for the storage of usual supplies and inventory to be
used by Tenant in the  conduct of its business; permit  the Premises to be  used
for  gambling, make any unusual noises in  the Building; permit to be played any
musical instrument in the premises; permit  to be played any radio,  television,
recorded  or wire music  in such a loud  manner so as to  disturb or annoy other
tenants; or permit any unusual odors to be produced upon the Premises.
 
     14. No awnings or other projections shall be attached to the outside  walls
of  the Building.  No curtains,  blinds, shades or screens  shall be attached or
hung in, or used in connection with any window or door of the Premises,  without
the  prior written consent of Landlord. Such curtains, blinds and shades must be
of a quality,  type, design,  and color  and attached  in a  manner approved  by
Landlord.
 
     15. Canvassing, soliciting and peddling in the Building are prohibited, and
Tenant shall cooperate to prevent the same.
 
     16.  There shall not be used in the  Premises or in the Building, either by
Tenant or by others, in the delivery or receipt of merchandise, any hand  trucks
except those equipped with rubber tires and side guards, and no hand trucks will
be allowed in passenger elevators.
 
                                       2
 
<PAGE>

<PAGE>

                            SCHEDULE 'D' (Continued)

     17. Each Tenant, before closing and leaving the Premises, shall ensure that
all windows are closed and all entrance doors locked.
 
     18.  Landlord shall  have the right  to prohibit any  advertising by Tenant
which in Landlord's opinion  tends to impair the  reputation of the Building  or
its  desirability  as  a building  for  offices,  and upon  written  notice from
Landlord, Tenant shall refrain from or discontinue such advertising.
 
     19. Landlord hereby reserves  to itself any and  all rights not granted  to
Tenant  hereunder, including, but not limited to, the following rights which are
reserved to Landlord for its purposes in operating the Building.
 
          (a) the exclusive right to the use of the name of the Building for all
     purposes, except that Tenant may use  the name as its business address  and
     for no other purpose;
 
          (b)  the right to change the name  or address of the Building, without
     incurring any liability to Tenant for so doing;
 
          (c) the right to install and maintain a sign or sings on the  exterior
     of the building;
 
          (d)  the exclusive right to  use or dispose of the  use of the roof of
     the building;
 
          (e) the right to limit the space  on the directory of the Building  to
     be allotted to Tenant;
 
          (f)  the right to grant to anyone  the right to conduct any particular
     business or undertaking in the Building.
 
                                       3
 
<PAGE>

<PAGE>

        (Note: there are 3 existing dedicated outlets on the front wall
make them standard 110v duplex outlets and use the existing dedicate lines for)

                                 [FLOOR PLAN]
 
1.  Replace ceiling tiles to match in rooms #8-9-10-14.
2.  Clean all HVAC defusers.
3.  Change all lightswitch and outlet covers to off white.
4.  Blance lighting by relocating or adding in rooms #1-2-4-5. Note, room # 8 as
    shown add 2x4 floor light.
5.  Replace light fixture room # 5.
6.  Check light fixture room # 10.
7.  Carpet selection Philadelphia Norway Green  rooms # 2-3-4-5-6-8-9-10-11-12.
8.  Carpet selection Philadelphia Up Tempo Magellan 23398 rooms 1 & 7.
9.  Paint selection Conlux Chalet White rooms 1 to 15.
10. Base  cabinet  and  top   selection  Formica  Almond  #920  matte   finish.
11. V.C.T. Kentile Hazeltine #1455 rooms #13 and 14.
12. Base  molding  (upgrade)  Kentile  Base Group  II  KC-24  beige  @ $420.00
 

                           ALL COMMUNICATIONS CORPORATION
                     RT. 22 WEST MOUNTAINSIDE, N.J. FIRST FLOOR

                             Richard Reiss 7-12-95

                                       

<PAGE>


